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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________ __________________________________________________________________________

FORM 10-K
..____________________ _________________________________________________________________________________________________________________________________________________________________________
(Mark One)
þ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172022
OR
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36008
____________________ __________________________________________________________________________

Rexford Industrial Realty, Inc.
(Exact name of registrant as specified in its charter)
.___________________________________________ __________________________________________________________________________.
MARYLANDMaryland46-2024407
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11620 Wilshire Boulevard, Suite 1000
Los Angeles CaliforniaCalifornia90025
(Address of principal executive offices)(Zip Code)
(310) 966-1680
(Registrant’s telephone number, including area code)
.____________________ __________________________________________________________________________.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolsName of each exchange on which registered
Common Stock, $0.01 par valueREXRNew York Stock Exchange
5.875% Series A Cumulative Redeemable Preferred StockNew York Stock Exchange
5.875% Series B Cumulative Redeemable Preferred StockREXR-PBNew York Stock Exchange
5.625% Series C Cumulative Redeemable Preferred StockREXR-PCNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes þ ☑No  ¨☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨☐    No  þ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ☑    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ☑    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ
☑
Accelerated filer¨☐
Non-accelerated filer¨ (Do not check if a smaller reporting company)
☐
Smaller reporting company¨☐
Emerging growth company¨☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report   ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) .   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨☐    No  þ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing sale price of the registrant’s common stock on June 30, 2017,2022, as reported on the New York Stock Exchange (“NYSE”) was approximately $1,938 million.$9.8 billion. The registrant had no non-voting common equity outstanding on such date. This amount excludes 496,642218,598 shares of the registrant’s common stock held by the executive officers and directors. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.  
The number of shares of common stock outstanding at February 14, 20188, 2023 was 78,490,192.196,733,859.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement with respect to its 20182023 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K.




TABLE OF CONTENTS
 
PAGE NO.
PART I
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PART II
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82
PART III
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PART IV
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PART I
 
Forward-Looking Statements
We make statements in this Annual Report on Form 10-K that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “possible,” “predicts,” “projects,” “result,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:
•the competitive environment in which we operate;
•real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
•decreased rental rates or increasing vacancy rates;
•potential defaults on or non-renewal of leases by tenants;
•potential bankruptcy or insolvency of tenants;
•acquisition risks, including failure of such acquisitions to perform in accordance with expectations;
•the timing of acquisitions and dispositions;
•potential natural disasters such as earthquakes, wildfires or floods;
•the consequence of any future security alerts and/or terrorist attacks;
•national, international, regional and local economic conditions;conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries;
•the general level of interest rates;
•potential impacts from inflation;
•potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or real estate investment trust (“REIT”) tax laws, and potential increases in real property tax rates;
•financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
•lack of or insufficient amounts of insurance;
•our failure to complete acquisitions;
•our failure to successfully integrate acquired properties;
•our ability to qualify and maintain our qualification as a REIT;
•our ability to maintain our current investment grade ratingratings by Fitch;Fitch Ratings (“Fitch”), Moody’s Investors Services (“Moody’s) or from Standard and Poor’s Ratings Services (“S&P”);
•litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes; and
•possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.us;
•an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities may implement to address it, which may precipitate or exacerbate one or more of the above-mentioned factors and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period; and
•other events outside of our control.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in
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events, conditions or circumstances on which any such statement is based. The reader should review carefully our financial statements and the notes thereto, as well as Item 1A. entitled “Risk Factors” in this report.

Summary Risk Factors

Set forth below is a summary of the risks described under Item 1A. Risk Factors in this Annual Report on Form 10-K:
Risks Related to Our Business and Operations
•Our portfolio of properties is concentrated in the industrial real estate sector and our business would be adversely affected by an economic downturn in that sector.
•Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill markets, which causes us to be especially susceptible to adverse developments in those markets.
•Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries.
•We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
•Our future acquisitions may not yield the returns we expect.
•Many of our costs could be adversely impacted by periods of heightened inflation.
•An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt.
•We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession, inducements and/or capital expenditures.
•We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
•A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than a tenant with an investment grade credit rating.
Risks Related To Our Capital Structure
•Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
•Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations.
•Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
•Failure to hedge effectively against interest rate changes may adversely affect us.
•Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us.
Risks Related to the Real Estate Industry
•Our performance and value are subject to risks associated with real estate assets and the real estate industry.
Risks Related to Our Organizational Structure
•Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may impede business decisions that could benefit our stockholders.
•Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
•We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
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Risks Related to Our Status as a REIT
•Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
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Item 1. Business
Company Overview
References to “we,” “our,” “us,” “our company,” or “the Company” refer to Rexford Industrial Realty, Inc., a Maryland corporation, together with our consolidated subsidiaries (unless the context requires otherwise), including Rexford Industrial Realty, L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this report as our Operating Partnership. In statements regarding qualification as a REIT, such terms refer solely to Rexford Industrial Realty, Inc.
We are a self-administered and self-managed full-service REIT focused on owning, operating and acquiring industrial properties in Southern California infill markets. Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments in Southern California infill markets.
We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, manage,improve, redevelop, lease acquire and developmanage industrial real estate primarily located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property.  As of December 31, 2017,2022, our consolidated portfolio consisted of 151356 properties with approximately 18.542.4 million rentable square feet. In addition, we currently manage an additional 19 properties with approximately 1.2 million rentable square feet.
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year endingended December 31, 2013. We are generally not subject to federal taxes on our income to the extent we distribute our REIT taxable income to our shareholders and maintain our qualification as a REIT.
Business Objectives and Growth Strategies  
Our primary business objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation. We believe that pursuing the following strategies will enable us to achieve this objective:
Internal Growth through Intensive, Value-Add Asset Management.  
We employ an intensive asset management strategy that is designed to increase cash flow and occupancy from our properties. Our strategy includes proactive renewal of existing tenants, re-tenanting to achieve higher rents, and repositioning and redeveloping industrial property by renovating, modernizing or increasing functionality to increase cash flow and value. For example, we sometimes convert formerly single-tenant properties to multi-tenant occupancy to capitalize upon the higher per square foot rents generated by smaller spaces in our target markets in addition to adding or improving loading access and increasing fire, life-safety and building operating systems, among other value-add initiatives. We believe that by undertaking such conversions or other functional enhancements, we can position our properties to attract a larger universe of potential tenants, increase occupancy, tenant quality and rental rates. We also believe that multi-tenant properties, as well as single mid-size buildings, help to limit our exposure to tenant default risk and to diversify our sources of cash flow.  Additionally, our proactive approach to leasing and asset management is driven by our in-house leasing department and team of portfolio and property managers who maintain direct, day-to-day relationships and dialogue with our tenants, which we believe enhances recurring cash flow and reduces periods of vacancy.
External Growth through Acquisitions.
We continue to grow our portfolio through disciplined acquisitions in prime Southern California infill markets. We believe that our relationship-, data- and event-driven research allows us to identify and exploit asset mispricing and market inefficiencies.  We seek to acquire assets with value-add opportunities to increase their cash flow and asset values, often targeting off-market or lightly marketed transactions where our execution abilities and market credibility encourage owners to sell assets to us at what we consider pricing that is more favorable than heavily marketed transactions. We also seek to source transactions from owners with generational ownership shift, fund divestment, sale-leaseback/corporate surplus, maturing loans, some facing liquidity needs or financial stress, including loans that lack economical refinancing options. We also believe our deep market presence and relationships may enable us to selectively acquire assets in marketed transactions that may be difficult to access for less focused buyers.
Competitive Strengths
We believe that our investment strategy and operating model distinguishes us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:

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Focus on Industrial Assets in Southern California’s Infill Market: We intend to continue our core strategy of owning and operating industrial properties within Southern California’s infill regions.  Infill markets are considered high-barrier-tohigh-barrier to entry markets with scarcity of vacant or developable land and high concentrations of people, jobs, housing, income, wages and consumption. We believe Southern California’s infill industrial property market is the largest, most fragmented industrial market in the nation, demonstrating favorable long-term tenant demand fundamentals in the face of an ongoing scarcity and diminishment of supply. We have a portfolio of interests in 151356 properties totaling approximately 18.542.4 million square feet, which are all located in Southern California infill markets.
Diversified Tenant Mix: Our portfolio is leased to a broad tenant base, drawn from diverse industry sectors. We believe that this diversification reduces our exposure to tenant default risk and earnings volatility. As of December 31, 2017,2022, we had 1,3671,677 leases, with no single tenant accounting for more than 1.6%2.2% of our total annualized base rent.  Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los Angeles (48%)56.6%; San Bernardino (19%)19.0%; Orange County (13%)10.0%; Ventura 7.4%; and San Diego (10%); Ventura (10%)7.0%.
Superior Access to Deal Flow: Investment Opportunities: We believe that we enjoy superior access to value-add, off-market, lightly marketed and marketed acquisition opportunities, many of which are difficult for competing investors to access. Off-market and lightly marketed transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition, making such transactions difficult to close on for less-focused investors. As we are principally focused on the Southern California market, our executive management and acquisition teams have developed and maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We employ an extensive broker marketing, incentives and loyalty program. We also utilize data-drivendata and event-driven analytics and primary research to identify and pursue events and circumstances, including below-market leased properties, properties experiencingwith curable functional obsolescence, generational ownership changes, and financial stress related to properties, owners, lenders, and tenants, that tend to generate early access to emerging investment opportunities.
Vertically Integrated Platform:We are a full-service real estate operating company, with substantial in-house capabilities in all aspects of our business. Our platform includes experienced in-house teams focused on acquisitions, analytics and underwriting, asset management, repositioning and repositioning,redevelopment, property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments.
Value-Add Repositioning and Redevelopment Expertise:Our in-house redevelopment and construction management team employs an entrepreneurial approach to redevelopment and repositioning activities that are designed to increase the functionality, cash flow and value of our properties. TheseRepositioning activities include converting large underutilized spaces into a series of smaller and more functional spaces, buildingcreating generic industrial space that appeals to a wide range of tenants, adding additional square footage and modernizing properties by, among other things, upgrading fire, life-safety and building operating systems, resolving functional obsolescence, adding or enhancing loading areas and truck access and making certain other accretive modernization improvements. Our environmental, social and governance (ESG) goals influence our repositioning and redevelopment projects, where we focus on transforming outdated and inefficient buildings into high functioning, energy efficient and higher value industrial properties. Additionally, we pursue U.S. Green Building Council LEED certification for all ground-up developments. This repositioning and redevelopment work has the potential to revitalize our communities while reducing negative environmental impact. Redevelopment activities include fully or partially demolishing an existing building(s) due to building obsolescence and/or a property with excess or vacant land and constructing a ground-up building.
Growth-Oriented, Flexible and Conservative Capital Structure:Our capital structure provides us with the resources, financial flexibility and the capacity to support the future growth of our business. Since our initial public offering, we have raised capital through threeeight public offerings of our common stock two(including one completed in 2022), three public offerings of preferred stock, and through sales of common stock under our various at-the-market equity offering program.programs and through two public offerings of senior notes. We currently have an at-the-market equity offering program (“ATM program”) pursuant to which we may sell from time to time up to an aggregate of $300.0 million$1.0 billion of our common stock directly through sales agents (the “$300 Million ATM Program”).or by entering into forward equity sale agreements with certain financial institutions acting as forward purchasers. As of the filing date of this Annual Report on Form 10-K, we have sold $71.0$834.6 million of our common stock under the $300 Millionthis ATM Program,program, leaving us with the capacity to issue up to $229.0$165.4 million of additional shares. We also have a $450 million senior unsecured credit facility consisting ofagreement with a $100 million term loan facility and a $350 million$1.0 billion unsecured revolving credit facility. Asfacility, and as of the filing date of this Annual Report on Form 10-K, we haddid not have any borrowings of $91.0 million outstanding, under the unsecured revolving credit facility, leaving $259.0 million available.$1.0 billion available for future borrowings. The credit facilityagreement has an accordion feature that permits us to request additional lender commitments up to an additional aggregate $550.0$800 million, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to certain conditions. As of December 31, 2017,2022, our ratio of net debt to total market capitalization was 21.0%14.9%.


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Competition
In acquiring our target properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers, some of which have greater financial resources or other competitive advantages than we do. Such competition may result in an increase in the amount we must pay to acquire a property or may require us to forgo an investment in properties which would otherwise meet our investment criteria. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to existing tenants. As a result, we may have to provide rent concessions, incur expenses for tenant improvements or offer other inducements to enable us to timely lease vacant space, all of which may have an adverse impact on our results of operations.
Insurance
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our portfolio under a blanket insurance policy.policies. In addition, we hold other environmental policies for certain properties with known environmental conditions that providesprovide for additional coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry insurance for certain types of extraordinary losses, including, but not limited to, losses caused by floods (unless the property is located in a flood plan)plain), riots, war and wildfires. Substantially all of our properties are located in areas that are subject to earthquakes, and while we maintain earthquake insurance coverage, the events are subject to material deductibles and exclusions. Additionally, seismic risks are evaluated for properties during acquisition by a qualified structural engineer and to the extent that the engineer identifies a property with weaknesses that contribute to a high statistical risk, the property will generally be structurally retrofitted to reduce the statistical risk to an acceptable level.
Segment and Geographic Financial Information
We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, we have only one reporting and operating segment.
All of our business is conducted in Southern California. For information about our revenues, long-lived assets and other financial information, see our consolidated financial statements included in this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”
Employees
As of December 31, 2017, we employed 98 full-time employees. We believe that relations with our employees are good. None of our employees are represented by a labor union.
Principal Executive Offices
Our principal executive offices are located 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 (telephone 310-966-1680). We believe that our current facilities are adequate for our present and future operations.
Available Information
We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the U.S. Securities and Exchange Commission (the “SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE.; Washington, DC 20549.  The public may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy details and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Our website address is http://www.rexfordindustrial.com. We make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, Information Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Our board of directors maintains charters for each of its committees and has adopted a written set of corporate governance guidelines and a code of business conduct and ethics applicable to independent directors, executive officers,


employees and agents, each of which is available for viewing on our website at http://www.rexfordindustrial.com under the heading “Investor Relations—Company Information—Governance—Governance Documents.”
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we have the necessary permits and approvals to operate each of our properties.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”)Risks Related to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to accessReal Estate Industry
•Our performance and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with present requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance and therefore we may own properties that are not in compliance with current ADA standards.
ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fines by the U.S. government or an award of damages plus attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and make alterations to achieve compliance as deemed commercially reasonable.
Environmental Matters
The properties that we acquirevalue are subject to various federal, staterisks associated with real estate assets and local environmental laws. Under these laws, courtsthe real estate industry.
Risks Related to Our Organizational Structure
•Conflicts of interest may exist or could arise in the future between the interests of our stockholders and government agencies have the authorityinterests of holders of common units, which may impede business decisions that could benefit our stockholders.
•Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to require us,be in their best interest.
•We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the extent we own a contaminated property,interests of our stockholders will be structurally subordinated to clean up the property, even if we did not knowall liabilities and obligations of or were not responsible for the contamination. These laws also applyour Operating Partnership and its subsidiaries.
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Risks Related to persons who owned a property at the time it became contaminated and, therefore, it is possible we could incur these costs even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. Under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, suchOur Status as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.REIT
Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed•Failure to asbestos at a property may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.
We could be responsible for any of the costs discussed above, which have the potential to be very significant. The costs to clean up a contaminated property, to defend against a claim or to comply with environmental laws could be material and could adversely affect the funds available for distribution tomaintain our stockholders. To mitigate some of the environmental risk, our properties are covered by a blanket environmental insurance policy. In addition, we hold other environmental policies for certain properties with known environmental conditions that provides for additional coverage for potential environmental liabilities. These policies, however, are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. We require Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. Phase I environmental investigations are a common form of real estate due diligence that are governed by nationally recognized American Society for Testing and Materials (ASTM) standards and typically conducted by licensed environmental scientists. Phase I investigations commonly include a physical walk-through of the property in addition to


a file review of the site. The file review includes creating a known operating history of the site. This includes but is not limited to inquiries with local governmental agencies as well as reviewing historical aerial reviews. If the consultant identifies any unexplained Recognized Environmental Concerns (“REC”) then the consultant typically recommends further investigation, usually through specific invasive property tests. This additional round of investigation is commonly referred toqualification as a “Phase II”. Invasive testing may or may not include air, soil, soil vapor or ground water sampling. Additionally, it may or may not include an asbestos and/or lead based paint survey. Depending on the results of the initial Phase II investigation, the consultant may recommend further Phase II investigations, or if satisfied with the results, the consultant may decide the initial REC identified is no longer a concern. We generally expectREIT would have significant adverse consequences to continue to obtain a Phase I or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it. However, these environmental assessments may not reveal all environmental costs that might have a material adverse effect on our business, assets and results of operations or liquidity and may not identify all potential environmental liabilities.
We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us or (2) the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.
Item 1A. Risk Factors
Set forth below are some (but not all) of the factors that could adversely affect our performance and financial condition. Moreover, we operate in a highly competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We believe the following risks are material to our stockholders. You should carefully consider the following factors in evaluating our company, our properties and our business. The occurrence of any of the following risks could adversely affect our results of operations, cash flows and our ability to pay distributions on, and the per share trading price of our common stockstock.
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Item 1. Business
Company Overview
References to “we,” “our,” “us,” “our company,” or “the Company” refer to Rexford Industrial Realty, Inc., a Maryland corporation, together with our consolidated subsidiaries (unless the context requires otherwise), including Rexford Industrial Realty, L.P., a Maryland limited partnership, of which we are the sole general partner and might causewhich we refer to in this report as our Operating Partnership. In statements regarding qualification as a REIT, such terms refer solely to Rexford Industrial Realty, Inc.
We are a self-administered and self-managed full-service REIT focused on owning, operating and acquiring industrial properties in Southern California infill markets. Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to lose all or partindustrial property investments in Southern California infill markets.
We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of their investment. For purposes of this section,which we are the term “stockholders” means the holders of shares ofsole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our common stock.
Risks Related to Our Businesscontrolling interest in our Operating Partnership and Operations
Our portfolio of properties is concentrated in theits subsidiaries, we acquire, own, improve, redevelop, lease and manage industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector.
Our properties are concentrated in the industrial real estate sector. This concentration exposes us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.
Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentratedprimarily located in Southern California infill markets, which causesand from time to time, acquire or provide mortgage debt secured by industrial property.  As of December 31, 2022, our consolidated portfolio consisted of 356 properties with approximately 42.4 million rentable square feet. 
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. We are generally not subject to federal taxes on our income to the extent we distribute our REIT taxable income to our shareholders and maintain our qualification as a REIT.
Business Objectives and Growth Strategies  
Our primary business objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation. We believe that pursuing the following strategies will enable us to be especially susceptibleachieve this objective:
Internal Growth through Intensive, Value-Add Asset Management.  
We employ an intensive asset management strategy that is designed to adverse developmentsincrease cash flow and occupancy from our properties. Our strategy includes proactive renewal of existing tenants, re-tenanting to achieve higher rents, and repositioning and redeveloping industrial property by renovating, modernizing or increasing functionality to increase cash flow and value. For example, we sometimes convert formerly single-tenant properties to multi-tenant occupancy to capitalize upon the higher per square foot rents generated by smaller spaces in those markets.
All ofour target markets in addition to adding or improving loading access and increasing fire, life-safety and building operating systems, among other value-add initiatives. We believe that by undertaking such conversions or other functional enhancements, we can position our properties to attract a larger universe of potential tenants, increase occupancy, tenant quality and rental rates. We also believe that multi-tenant properties, as well as single mid-size buildings, help to limit our exposure to tenant default risk and to diversify our sources of cash flow.  Additionally, our proactive approach to leasing and asset management is driven by our in-house leasing department and team of portfolio and property managers who maintain direct, day-to-day relationships and dialogue with our tenants, which we believe enhances recurring cash flow and reduces periods of vacancy.
External Growth through Acquisitions.
We continue to grow our portfolio through disciplined acquisitions in prime Southern California infill markets. We believe that our relationship-, data- and event-driven research allows us to identify and exploit asset mispricing and market inefficiencies.  We seek to acquire assets with value-add opportunities to increase their cash flow and asset values, often targeting off-market or lightly marketed transactions where our execution abilities and market credibility encourage owners to sell assets to us at what we consider pricing that is more favorable than heavily marketed transactions. We also seek to source transactions from owners with generational ownership shift, fund divestment, sale-leaseback/corporate surplus, maturing loans, some facing liquidity needs or financial stress, including loans that lack economical refinancing options. We also believe our deep market presence and relationships may enable us to selectively acquire assets in marketed transactions that may be difficult to access for less focused buyers.
Competitive Strengths
We believe that our investment strategy and operating model distinguishes us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:
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Focus on Industrial Assets in Southern California’s Infill Market: We intend to continue our core strategy of owning and operating industrial properties within Southern California’s infill regions.  Infill markets are considered high-barrier to entry markets with scarcity of vacant or developable land and high concentrations of people, jobs, housing, income, wages and consumption. We believe Southern California’s infill industrial property market is the largest, most fragmented industrial market in the nation, demonstrating favorable long-term tenant demand fundamentals in the face of an ongoing scarcity and diminishment of supply. We have a portfolio of 356 properties totaling approximately 42.4 million square feet, which are all located in Southern California which may expose usinfill markets.
Diversified Tenant Mix: Our portfolio is leased to greater or lesser economic risks than if we owned a more geographically diverse portfolio. We are particularly susceptible to adverse economic or other conditions in Southern California (such as periods of economic slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes and the cost of complying with governmental regulations or increased regulation), as well as to natural disasters that occur in this market (such as earthquakes, wild fires, mudslides, and other events). Most of our properties are located in areas known to be seismically active. While we carry insurance for losses resulting from earthquakes the amount of our coverage may not be sufficient to fully cover losses from earthquakes and associated disasters and the policies are subject to material deductibles and self-insured retention. The Southern California market has experienced downturns in past years. Any future downturns in the Southern California economy could impact our tenants’ ability to continue to meet their rental obligations or otherwise adversely affect the size of ourbroad tenant base, which could materially adversely affectdrawn from diverse industry sectors. We believe that this diversification reduces our operationsexposure to tenant default risk and our revenue and cash available for distribution, including cash available to pay distributions to our stockholders. We cannot assure you that the Southern California market will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in the Southern California market. In addition, the State of California is regarded as more litigious and more highly regulated and taxed than many other states, all of which may reduce demand for industrial space in California and may make it more costly


to operate our business. Any adverse economic or real estate developments in the Southern California market, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could adversely impact us and our stockholders.
Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries.
Our properties are concentrated in certain industries, which, asearnings volatility. As of December 31, 2017, included the following (and accounted2022, we had 1,677 leases, with no single tenant accounting for the percentagemore than 2.2% of our total annualized base rent indicated): Warehousing (25.5%)rent.  Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los Angeles 56.6%; Wholesale Trade (21.4%)San Bernardino 19.0%; Manufacturing (13.0%)Orange County 10.0%; Retail Trade (7.0%)Ventura 7.4%; and Professional, Scientific and Technical Services (6.1%)San Diego 7.0%. Any downturn in one or more of these industries, or in any other industry in which we may have a significant concentration now or in the future, could adversely affect our tenants who are involved in such industries. If any of these tenants is unable
Superior Access to withstand such downturn or is otherwise unable to compete effectively in its business, it may be forced to declare bankruptcy, fail to meet its rental obligations, seek rental concessions or be unable to enter into new leases, which could materially and adversely affect us.
Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:
our cash flow may be insufficient to meet our required principal and interest payments;
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to meet operational needs;
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations and in some cases commence foreclosure proceedings on one or more of our properties; and
our default under any loan with cross default provisions could result in a default on other indebtedness.
Any loan defaults or property foreclosures may impact our ability to access capital in the future on favorable terms or at all, as well as our relationships with and/or perception among lenders, investors, tenants, brokers, analysts, vendors, employees and other parties. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Influence Future Results of Operations.”
Investment Opportunities: We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
Our business strategy involves the acquisition of industrial properties meeting certain investment criteria in our target markets. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. We may be unable to acquire properties identified as potential acquisition opportunities. Our ability to acquire properties on favorable terms, or at all, may expose us to the following significant risks:
we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including onesbelieve that we are subsequently unableenjoy superior access to complete;
even if we enter into agreements for the acquisition of properties, these agreements are subject to conditions to closing, which we may be unable to satisfy;value-add, off-market, lightly marketed and
we may be unable to finance any given acquisition on favorable terms or at all.
If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. In addition, failure to identify or complete acquisitions of suitable properties could slow our growth.


Our acquisition activities may pose risks that could harm our business.
As a result of our acquisitions, we may be required to incur debt and expenditures and issue additional common stock or common units to pay for the acquired properties. These acquisitions may dilute our stockholders’ ownership interest, delay or prevent our profitability and may also expose us to risks such as:
the possibility that we may not be able to successfully integrate acquired properties into our existing portfolio or achieve the level of quality with respect to such properties to which tenants of our existing properties are accustomed;
the possibility that senior management may be required to spend considerable time negotiating agreements and integrating acquired properties, diverting their attention from our other objectives;
the possibility that we may overpay for a property;
the possible loss or reduction in value of acquired properties; and
the possibility of pre-existing undisclosed liabilities regarding acquired properties, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage.
We cannot assure you that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems encountered with acquisitions.
We may obtain limited or no warranties when we purchase a property, which increases the risk that we may lose invested capital in or rental income from such property.
Many properties that we have acquired and expect to acquire in the future are sold in “as is” condition, on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In other acquisitions, the purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. Also, many sellers of real estate are single-purpose entities without any other significant assets. The purchase of properties with limited warranties or from undercapitalized sellers increases the risk that we may lose some or all of our invested capital in the property (and in some cases, have liabilities greater than our investment) as well as the loss of rental income from such property.
We face significant competition for acquisitions of real properties, which may reduce the number of marketed acquisition opportunities, available to us and increase the costs of these acquisitions.
The current market for acquisitions of industrial properties in Southern California continues to be extremely competitive. This competition may increase the demand for our target properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We also face significant competition for attractive acquisition opportunities from an indeterminate number of investors, including publicly traded and privately held REITs, private equity investors and institutional investment funds, somemany of which have greater financial resources than we do, a greater abilityare difficult for competing investors to borrow funds to acquire propertiesaccess. Off-market and the ability to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher acquisition prices. This competition will increase if investments in real estate become more attractive relative to other forms of investment. Competition for investments may reduce the number of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and/or reducing the rents we can charge and, as a result, adversely affecting our operating results. The impact of the legalization of certain types of marijuana production, distribution and use in California could increase competition to acquire industrial properties within infill Southern California markets, which could reduce the supply of suitable investment opportunities available to us and may have the effect of increasing prices paid for such acquisition properties and, as a result, adversely affecting our operating results.
We may be unable to source off-market or lightly marketed deal flow in the future.
As of December 31, 2017, approximately 66% of the acquisitions by deal count completed by us since our initial public offering (“IPO”) were acquired in off-market or lightly marketed transactions which are transactions that are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. PropertiesMarketed transactions are often characterized by extensive buyer competition, making such transactions difficult to close on for less-focused investors. As we are principally focused on the Southern California market, our executive management and acquisition teams have developed and maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We employ an extensive broker marketing, incentives and loyalty program. We also utilize data and event-driven analytics and primary research to identify and pursue events and circumstances, including below-market leased properties, properties with curable functional obsolescence, generational ownership changes, and financial stress related to properties, owners, lenders, and tenants, that tend to generate early access to emerging investment opportunities.
Vertically Integrated Platform:We are a full-service real estate operating company, with substantial in-house capabilities in all aspects of our business. Our platform includes experienced in-house teams focused on acquisitions, analytics and underwriting, asset management, repositioning and redevelopment, property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments.
Value-Add Repositioning and Redevelopment Expertise:Our in-house redevelopment and construction management team employs an entrepreneurial approach to redevelopment and repositioning activities that are acquired by off-market or lightly marketed transactions are typically more attractivedesigned to us as a purchaser and are a core part of our strategic plan, because the absence of a formal or extended marketing/bidding period typically results in more favorable pricing, more favorable non-economic terms and often an ability to close transactions more rapidly. If we cannot obtain off-market or lightly marketed


deal flow in the future, our ability to locate and acquire additional properties in the manner in which we have historically may be adversely affected and may cause us to revisit our core strategies.
Our future acquisitions may not yield the returns we expect.
Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:
even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or greater than expected liabilities such as liabilities for clean-up of environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.
Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs, including real estate taxes, which could increase over time, the need to periodically repair, renovate and re-lease space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase as a result of any of the foregoing factors, our results of operations may be adversely affected.
The expense of owning and operating a property is not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property. As a result, if revenues decline, we may not be able to reduce our expenses accordingly. Costs associated with real estate investments, such as real estate taxes, insurance, loan payments and maintenance, generally will not be reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease.
High mortgage rates and/or unavailability of mortgage debt may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.
If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we may be unable to refinance the properties when the loans become due, or to refinance on favorable terms. If interest rates are higher when we refinance our properties, our income could be reduced. If any of these events occur, ourfunctionality, cash flow could be reduced. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money. In addition, to the extent we are unable to refinance the properties when the loans become due, we will have fewer debt guarantee opportunities available to offer under our Tax Matters Agreement, previously filed with the SEC.  
Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolioproperties. Repositioning activities include converting large underutilized spaces into a series of smaller and more functional spaces, creating generic industrial space that appeals to a wide range of tenants, adding additional square footage and modernizing properties by, among other things, upgrading fire, life-safety and building operating systems, resolving functional obsolescence, adding or enhancing loading areas and truck access and making other accretive modernization improvements. Our environmental, social and governance (ESG) goals influence our repositioning and redevelopment projects, where we focus on transforming outdated and inefficient buildings into high functioning, energy efficient and higher value industrial properties. For tax purposes,Additionally, we pursue U.S. Green Building Council LEED certification for all ground-up developments. This repositioning and redevelopment work has the potential to revitalize our communities while reducing negative environmental impact. Redevelopment activities include fully or partially demolishing an existing building(s) due to building obsolescence and/or a foreclosure on anyproperty with excess or vacant land and constructing a ground-up building.
Growth-Oriented, Flexible and Conservative Capital Structure:Our capital structure provides us with the resources, financial flexibility and the capacity to support the future growth of our propertiesbusiness. Since our initial public offering, we have raised capital through eight public offerings of our common stock (including one completed in 2022), three public offerings of preferred stock, through sales of common stock under our various at-the-market equity offering programs and through two public offerings of senior notes. We currently have an at-the-market equity offering program (“ATM program”) pursuant to which we may sell from time to time up to an aggregate of $1.0 billion of our common stock directly through sales agents or by entering into forward equity sale agreements with certain financial institutions acting as forward purchasers. As of the filing date of this Annual Report on Form 10-K, we have sold $834.6 million of our common stock under this ATM program, leaving us with the capacity to issue up to $165.4 million of additional shares. We also have a credit agreement with a $1.0 billion unsecured revolving credit facility, and as of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding, leaving $1.0 billion available for future borrowings. The credit agreement has an accordion feature that ispermits us to request additional lender commitments up to an additional $800 million, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the


debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.
Some of our financing arrangements involve balloon payment obligations, which may adversely affect our financial condition and our ability to make distributions.
Some of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our ability to satisfy a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT.
Failure to hedge effectively against interest rate changes may adversely affect us.  
Subject to the rules related to maintaining our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt.certain conditions. As of December 31, 2017,2022, our ratio of net debt to total market capitalization was 14.9%.
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Competition
In acquiring our target properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers, some of which have seven interest rate swaps in place for the purpose of mitigating our exposure to fluctuations in short-term interest rates.  Two of these swaps have notional values of $30 million and $28.9 million, and currently fix the interest rate on our $60.0 million amortizing term loan as follows: (i) $30.0 million at 3.726% from January 15, 2015 to February 15, 2019 and (ii) $28.9 million at 3.910% for the period from July 15, 2015 to February 15, 2019. Twogreater financial resources or other swaps each have a notional value of $50.0 million, and were executed to fix the interest rate on our $100 million unsecured term loan facility as follows: (i) $50.0 million at 1.790% plus an applicable margin under the terms of the loan agreement from August 14, 2015 to December 14, 2018 and (ii) $50.0 million at 2.005% plus an applicable margin under the terms of the loan agreement from February 16, 2015 to December 14, 2018. During 2017,competitive advantages than we entered into a new swap with a notional value of $100.0 million, that has an effective date of December 14, 2018, which coincides with the termination date of the two aforementioned swaps. This swap will fix interest on the $100.0 million term loan at 1.764% plus an applicable margin under the terms of the loan agreement from December 14, 2018 to August 14, 2021. The remaining two swaps have notional values of $125.0 million and $100.0 million, and were executed to fix the interest rate on our $225 million unsecured term loan facility as follows: (i) $125.0 million at 1.349% plus an applicable margin under the terms of the loan agreement from February 14, 2018 to January 14, 2022 and (ii) $100.0 million at 1.406% plus an applicable margin under the terms of the loan agreement from August 14, 2018 to January 14, 2022.
 Our future hedging transactionsdo. Such competition may include entering into additional interest rate cap agreements or interest rate swap agreements. These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court could rule that such an agreement is not legally enforceable. In addition, interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates. Hedging could reduce the overall returns on our investments. In addition, while such agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly effective cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”), Topic 815, Derivatives and Hedging. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) went into effect in 2010. Dodd-Frank created a new regulatory framework for oversight of derivatives transactions by the Commodity Futures Trading Commission (the “CFTC”) and the SEC. Among other things, Dodd-Frank subjects certain swap participants to new capital, margin and business conduct standards. In addition, Dodd-Frank contemplates that where appropriate in light of outstanding exposures, trading liquidity and other factors, swaps (broadly defined to include most hedging instruments other than futures) will be required to be cleared through a registered clearing facility and traded on a designated exchange or swap execution facility. There are some exceptions to these requirements for entities that use swaps to hedge or mitigate commercial risk. While we believe we qualify for one or more of such exceptions (including with respect to our existing interest rate swaps), the scope of these exceptions is still considered uncertain and will be further defined over time. Further, although we may qualify for exceptions, our derivatives counterparties may be subject to new capital, margin and business conduct requirements imposed as a result of the legislation, which may increase our transaction costs or make it more difficult for us to enter into additional hedging transactions on favorable terms. Our inability to enter into future hedging transactions on favorable terms, or at all, could increase our operating expenses and put us at increased exposure to interest rate risks.


Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, and the failure to comply with those covenants could materially adversely affect us.  
Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the holder of such indebtedness, to repay or defease such indebtedness or to engage in mergers or consolidations that result in an increase in the amount we must pay to acquire a change in control of our company. We are also subject to financial and operating covenants. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor.
Our unsecured credit facility, unsecured notes and certain of our other secured loans will restrict our ability to engage in some business activities.
Our unsecured credit facility and unsecured notes contains customary negative covenants and other financial and operating covenants that, among other things:
restrict our ability to incur additional indebtedness;
restrict our ability to make certain investments;
limit our ability to make capital expenditures;
restrict our ability to merge with another company;
restrict our ability to make distributions to stockholders; and
property or may require us to maintain financial coverage ratios.
These limitations will restrict our ability to engageforgo an investment in some business activities that may otherwise be in our best interests.  In addition, our unsecured credit facility, unsecured notes and secured term loan contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.
Adverse changes in our credit rating could impair our ability to obtain future debt and equity financing on favorable terms, if at all.
Our credit rating is based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us. Our credit rating can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit rating. In the event our current credit rating is downgraded, it may become difficult or expensive to obtain additional financing or refinance existing obligations and commitments.  
We may be subject to litigation or threatened litigation, which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business.
We may be subject to litigation or threatened litigation. In particular, we are subject to the risk of complaints by our tenants involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to litigation or governmental investigations, as well as claims and litigation relating to real estate rights, access, legal compliance or uses of our properties stockholder claims or claims by limited partners in our Operating Partnership, vendor contractual claims and asset purchase and sale related claims. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Additionally, whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract fromotherwise meet our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant, or involve our agreement with terms that restrict the operation of our business.investment criteria. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of currently asserted claims or of those that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on us and our stockholders. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and could expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract directors, officers and other key employees.


Compliance or failure to comply with the Americans with Disabilities Act, California Energy Efficiency Standards, and other regulations could result in substantial costs.
Under the Americans with Disabilities Act and parallel California statutes, certain requirements related to access and use by disabled persons must be met. Noncompliance could result in the imposition of fines by the federal and state governments or the award of damages to private litigants. Under California energy efficiency standards, referred to as Title 24 or The Energy Efficiency Standards for Residential and Nonresidential Buildings, building owners may incur increased costs to renovate properties in order to meet changing energy efficiency standards. If we are required to make unanticipated expenditures or substantial modifications to our properties, whether to comply with the Americans with Disabilities Act and parallel California statutes, Title 24, or other changes in governmental rules and regulations, our financial condition, cash flows, results of operations, the market price of our shares of common stock and preferred stock and our ability to make distributions to our stockholders could be adversely affected.
Adverse U.S. and global market, economic and political conditions and other events or circumstances beyond our control could have a material adverse effect on us.
Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. As was the case from 2008 through 2010, these factors, combined with volatile oil prices and fluctuating business and consumer confidence, can precipitate a steep economic decline.
Additionally, political uncertainty from matters such as the implementation of the governing agenda of President Donald J. Trump, changes in governmental policy on a variety of matters such as trade and manufacturing policies, and geopolitical matters such as the exit of the United Kingdom from the European Union and possible restructuring of trade agreements contribute to potential risks beyond our control. It is not possible to predict whether these economic and political occurrences might negatively impact the economies around the world, including the U.S. and Southern California. If these macro-economic and political issues are not managed appropriately, they could lead to currency, sovereign debt or banking crises, other financial and trade turmoil and uncertainty, and lower occupancy, rents and values for individual real estate in our markets.
Recurring U.S. debt ceiling and budget deficit concerns, together with sovereign debt conditions in Europe, also increase the possibility of additional downgrades of sovereign credit ratings and economic slowdowns. The impact of any downgrades to the U.S. government’s sovereign credit rating and that of other nations, or their perceived creditworthiness, is inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions. These developments have the potential to cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, lowered credit ratings of the U.S. and other governments could create financial turmoil and uncertainty, which may exert downward pressure on the market price of our common stock.
Our business may be adversely affected by global market, political and economic challenges, including dislocations and volatility in the credit markets and general global economic uncertainty, including the effect of any slowing of the Chinese economy and restrictions on capital outflows from China. These conditions may adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock as a result of the following potential consequences, among others:
decreased demand for industrial space, which would cause market rental rates and property values to be negatively impacted;
reduced values of our properties may limit our ability to dispose of assets at attractive prices, or at all, or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and
our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and redevelopment opportunities and refinance existing debt, reduce our returns from our acquisition and redevelopment activities and increase our future interest expense.
In addition, global market, political and economic conditions could adversely affect the businesses of many of our tenants. As a result, we may see increases in bankruptcies of our tenants and increased defaults by tenants, and we may experience higher vacancy rates and delays in re-leasing vacant space, which could negatively impact our business and results of operations.
Failure of the U.S. federal government to manage its fiscal matters may negatively impact the economic environment and adversely impact our results of operations.
An inability of the U.S. federal government to manage its fiscal matters, or manage its debt may result in the loss of economic confidence domestically and globally, reduce investment spending, increase borrowing costs, impact availability and


cost of capital, and significantly reduce economic activity. Furthermore, a failure by the U.S. federal government to enact appropriate fiscal legislation may significantly impact the national and global economic and financial environment and affect our business and the businesses of our tenants. If economic conditions severely deteriorate as a result of government fiscal gridlock, our ability to lease space to our tenants may be significantly impacted.
An increase in interest rates could adversely impact our financial condition results of operations and cash flows.
Our financial condition, results of operations and cash flows could be significantly affected by changes in interest rates and actions taken by the Federal Reserve. Future increases in market interest rates would increase our interest expense under our unhedged variable rate borrowings and would increase the costs of refinancing existing indebtedness or obtaining new debt. In addition, increases in market interest rates may result in a decrease in the value of our real estate and a decrease in the market price of our common stock. Increases in market interest rates may also adversely affect the securities markets generally, which could reduce the market price of our common stock without regard to our operating performance. Accordingly, unfavorable changes to our borrowing costs and stock price could significantly impact our ability to access new debt and equity capital going forward.
Changes in laws, regulations, and financial accounting standards may adversely affect our reported results of operations.
As a response, in large part, to perceived abuses and deficiencies in current regulations believed to have caused or exacerbated the prior global financial crisis, legislative, regulatory, and accounting standard-setting bodies around the world are engaged in an intensive, wide-ranging examination and rewriting of the laws, regulations, and accounting standards that have constituted the basic playing field of global and domestic business for several decades.  In many jurisdictions, including the U.S., the legislative and regulatory response has included the extensive reorganization of existing regulatory and rule-making agencies and organizations, and the establishment of new agencies with broad powers.  This reorganization has disturbed longstanding regulatory and industry relationships and established procedures.
The rule-making and administrative efforts have focused principally on the areas perceived as having contributed to the financial crisis, including banking, investment banking, securities regulation, and real estate finance, with spillover impacts on many other areas. The new presidential administration of President Donald J. Trump has indicated a desire to modify or reverse some of these efforts. This has created a significant degree of uncertainty regarding the basic rules governing the real estate industry and many other businesses.
The global financial crisis and the aggressive government and accounting profession reaction thereto have occurred against a backdrop of increasing globalization and internationalization of financial and securities regulation that began prior to the prior financial crisis. As a result of this ongoing trend, financial and investment activities previously regulated almost exclusively at a local or national level are increasingly being regulated, or at least coordinated, on an international basis, with national rule-making and standard-setting groups relinquishing varying degrees of local and national control to achieve more uniform regulation and reduce the ability of market participants to engage in regulatory arbitrage between jurisdictions. This globalization trend has continued, arguably with an increased sense of urgency and importance, since the financial crisis.
This high degree of regulatory uncertainty, coupled with considerable additional uncertainty regarding the underlying condition and prospects of global, domestic, and local economies, has created a business environment that makes business planning and projections even more uncertain than is ordinarily the case for businesses in the financial and real estate sectors.
In the commercial real estate sector in which we operate, the uncertainties posed by various initiatives of accounting standard-setting authorities to fundamentally rewrite major bodies of accounting literature constitute a significant source of uncertainty as to the basic rules of business engagement.  Changes in accounting standards and requirements, including the potential requirement that U.S. public companies prepare financial statements in accordance with international standards, proposed lease and investment property accounting standards, and the adoption of accounting standards likely to require the increased use of “fair value” measures, may have a significant effect on our financial results and on the results of our client tenants, which would have a secondary impact on us.  New accounting pronouncements and interpretations of existing pronouncements are likely to continue to occur at an accelerated pace as a result of recent Congressional and regulatory actions and continuing efforts by the accounting profession itself to reform and modernize its principles and procedures.
We may be adversely affected by new or amended laws or regulations, including legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Reform Act”) and other by changes in federal, state, or foreign tax laws and regulations, and by changes in the interpretation or enforcement of existing laws and regulations.  It is possible that the 2017 Tax Reform Act’s reduced federal deductions for state and local taxes and mortgage interest for individual taxpayers, which may result


in higher taxes for the principals and employees of our California based tenants, will impact our tenants in a manner that limits their ability to pay rent or higher rent, retain employees or maintain operations in California. Any economic slowdowns may prompt a variety of legislative, regulatory, and accounting profession responses.
To a large degree, the impacts of the legislative, regulatory, and accounting reforms to date are still not clear, including provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), which regulates the banking and investment banking industries and has extended implementation periods and delayed effective dates with extensive rule making by regulatory authorities.  Further, actions by President Donald J. Trump’s administration may alter Dodd-Frank implementation, interpretation and/or enforcement. While we do not currently expect Dodd-Frank to have a significant direct impact on us, Dodd-Frank’s impact on us may not be known for an extended period of time.  Dodd-Frank, including current and future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial or real estate industries or affecting taxation that are proposed or pending in the U.S. Congress, may limit our revenues, impose fees or taxes on us, and/or intensify the regulatory framework within which we operate in ways that are not currently identifiable.  Dodd-Frank also has resulted in, and is expected to continue to result in, substantial changes and dislocations in the banking industry and the financial services sector in ways that could have significant effects on, for example, the availability and pricing of unsecured credit, commercial mortgage credit, and derivatives, such as interest rate swaps, which are important aspects of our business.  Accordingly, new laws, regulations, and accounting standards, as well as changes to, or new interpretations of, currently accepted accounting practices in the real estate industry may adversely affect our results of operations.
Changes in the system for establishing U.S. accounting standards may result in adverse fluctuations in our reported asset and liability values and earnings, and may materially and adversely affect our reported results of operations.
Accounting for public companies in the U.S. has historically been conducted in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”), an independent body whose standards are recognized by the SEC as authoritative for publicly held companies.  The International Accounting Standards Board (“IASB”) is a London-based independent board established in 2001 and charged with the development of International Financial Reporting Standards (“IFRS”).  IFRS generally reflects accounting practices that prevail in Europe and in developed nations in other parts of the world.
IFRS differs in material respects from GAAP.  Among other things, IFRS has historically relied more on “fair value” models of accounting for assets and liabilities than GAAP.  “Fair value” models are based on periodic revaluation of assets and liabilities, often resulting in fluctuations in such values as compared to GAAP, which relies more frequently on historical cost as the basis for asset and liability valuation.
The SEC is still analyzing and considering whether IFRS should be incorporated into the U.S. financial reporting system.  It is unclear at this time how and when the SEC will propose that GAAP and IFRS be harmonized if the decision to incorporate is adopted.  In addition, incorporating a new method of accounting and adopting IFRS will be a complex undertaking.  We may need to develop new systems and controls based on the principles of IFRS.  Since these are new endeavors, and the precise requirements of the pronouncements ultimately adopted are not now known, the magnitude of costs associated with this conversion is uncertain.

We are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared and we may not be able to accurately report our financial results.
We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. These reporting and other obligations place significant demands on our management, administrative, operational, internal audit and accounting resources and cause us to incur significant expenses, and changes to our business will necessitate ongoing changes to our internal control systems and processes. We may need to upgrade our systems or create new systems; implement additional financial and management controls, reporting systems and procedures; expand our internal audit function; and hire additional accounting, internal audit and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal controls could have a material adverse effect on our business, operating results and price of our common stock.



Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management continually reviews the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements or restatements of our financial statements or a decline in the price of our securities.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire.
As of December 31, 2017, 1.7% of the rentable square footage of our portfolio was available for lease and leases representing 0.9% of the rentable square footage of our portfolio expired on December 31, 2017. In addition, leases representing 12.9% and 14.8% of the rentable square footage of the properties in our portfolio will expire in 2018 and 2019. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected.
We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of real estate, many of which ownavailable properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potentialprospective tenants and we may be pressuredin re-leasing space to reduce our rental rates below those we currently charge or to offer more substantial tenant concessions or tenant rights (including rent abatements, tenant improvements, early termination rights or below-market renewal options) in order to retain tenants when our tenants’ leases expire or to attract newexisting tenants.
We may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants.  
Occupancy and rental rates are the primary drivers of our revenue and significantly impact us and our stockholders. In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, when a tenant at one of our properties does not renew its lease or otherwise vacates its space, it is likely that, in order to attract one or more new tenants, we will be required to expend funds for improvements in the vacated space. As a result, we may have to make significant capitalprovide rent concessions, incur expenses for tenant improvements or offer other expenditures in orderinducements to retain tenants whose leases expire andenable us to attract new tenants in sufficient numbers. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expirationtimely lease vacant space, all of their leases and/or an inability to attract new tenants.
A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than a tenant withhave an investment grade credit rating.
A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade tenant to meet its obligations to us cannot be considered as well assured as that of an investment grade tenant. All of our tenants may face exposure to adverse business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditionsimpact on their businesses. Moreover, the fact that a substantial majority of our tenants are not investment grade may cause investors or lenders to view our cash flows as less stable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common stock.


Some of our tenants have historically filed for bankruptcy protection or become insolvent. This may occur with tenants in the future, and we are particularly at risk because of the credit rating of much of our tenant base. The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might authorize the tenant to reject and terminate their lease with us. Our claim against the tenant for unpaid future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. Also, our claim for unpaid rent would likely not be paid in full.  Failed banks or banks involved in government-facilitated sales are subject to the Federal Deposit Insurance Corporation’s (the “FDIC”) statutory authority and receivership process. The FDIC has receivership powers that are substantially broader than those of a bankruptcy trustee. In dealing with the FDIC in any repudiation of a lease, we as landlord are likely to be in a less favorable position than with a debtor in a bankruptcy proceeding. Many of the creditor protections that exist in a bankruptcy proceeding do not exist in a FDIC receivership.
The actual rents we receive for the properties in our portfolio may be less than our asking rents, and we may experience lease roll down from time to time.
As a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in the Southern California real estate market, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the asking rents for properties in our portfolio. In addition, the degree of discrepancy between our asking rents and the actual rents we are able to obtain may vary both from property to property and among different leased spaces within a single property. In addition, depending on fluctuations in asking rental rates at any given time, from time to time rental rates for expiring leases in our portfolio may be higher than starting rental rates for new leases.  We cannot assure you that leases will be renewed or that our properties will be re-let at rental rates equal to or above our current average rental rates or that substantial rent abatements, tenant improvements, early termination rights or below-market renewal options will not be offered to attract new tenants or retain existing tenants.  If we are unable to obtain rental rates comparable to our asking rents for properties in our portfolio, our ability to generate cash flow growth will be negatively impacted. Significant rent reductions could result in a write-down of one or more of our consolidated properties and/or adversely affect the market price of our common stock, our financial condition and our results of operations, including our ability to satisfy our debt service obligations and to pay dividends to our stockholders. Moreover, the resale value of a property could be diminished because the market value of a particular property depends principally upon the value of the leases of such property.  operations.
We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
In the future, we may acquire properties or portfolios of properties through tax-deferred contribution transactions in exchange for partnership interests in our Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we are able to deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
Our real estate development, redevelopment and repositioning activities are subject to risks particular to development, redevelopment and repositioning.
We may engage in development, redevelopment or repositioning activities with respect to certain of our properties. To the extent that we do so, we will be subject to the following risks associated with such development, redevelopment and repositioning activities:
unsuccessful development, redevelopment or repositioning opportunities could result in direct expenses to us;
construction, redevelopment or repositioning costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
time required to complete the construction, redevelopment or repositioning of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
contractor and subcontractor disputes, strikes, labor disputes or supply disruptions, which may cause delays or increase costs;
failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
delays with respect to obtaining or the inability to obtain necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;


occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
our ability to dispose of properties developed, redeveloped or repositioned with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
the availability and pricing of financing to fund our development activities on favorable terms or at all.
These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development, redevelopment or repositioning activities once undertaken.
Our success depends on key personnel whose continued service is not guaranteed, and the loss of one or more of our key personnel could adversely affect our ability to manage our business and to implement our growth strategies, or could create a negative perception in the capital markets.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly Messrs. Howard Schwimmer, Michael S. Frankel and Adeel Khan who have extensive market knowledge and relationships and exercise substantial influence over our operational, financing, acquisition and disposition activity.
Our ability to retain our senior management, particularly Messrs. Schwimmer, Frankel and Khan or to attract suitable replacements should any members of our senior management leave, is dependent on the competitive nature of the employment market. We have not obtained and do not expect to obtain key man life insurance on any of our key personnel. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry participants. Further, the loss of a member of our senior management team could be negatively perceived in the capital markets.
Potential losses, including from adverse weather conditions and natural disasters, may not be covered by insurance.Insurance
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our consolidated portfolio under a blanket insurance policy, in addition to other coverages that are appropriate for certain of our properties. We will select policy specifications and insured limits that we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Some of our policies are insured subject to limitations involving significant deductibles or co-payments and policy limits that may not be sufficient to cover losses.policies. In addition, we may discontinue terrorism orhold other insurance on some or all of ourenvironmental policies for certain properties inwith known environmental conditions that provide for additional coverage for potential environmental liabilities, subject to the future if the cost of premiums for any such policies exceeds, in our judgment, the value of thepolicy’s coverage discounted for the risk of loss. Currently,conditions and limitations. Generally, we do not carry insurance for certain types of extraordinary losses, such as loss fromincluding, but not limited to, losses caused by floods (unless the property is located in a flood plain), riots, war and wildfires because we believe such coverage is cost prohibitive or available at a disproportionately high cost. As a result, we may incur significant costs in the event of loss from wildfires, riots, war and other uninsured losses. If we do obtain insurance for any of those risks in the future, such insurance cost may impact the operating costs and net cash flowwildfires. Substantially all of our properties.
If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated.
All of the properties in our portfolio are located in areas that are pronesubject to earthquakes, and while we maintain earthquake activity.
All ofinsurance coverage, the properties in our portfolio are located in Southern California, an area that is particularly prone to seismic activity.  According to the U.S. Geological Service, in places where fault systems do not experience frequent tiny shocks and a few moderate earth tremors, strain can build up, producing earthquakes when the strain on tectonic plates releases. In Southern California, the largest most recent quake occurred in 1994 in Northridge, over 20 years ago. A severe earthquake in the Southern California region could result in uninsured damage to a subset or even a substantial portion of our portfolio and could significantly impact our cash flow.  
While we carry insurance for losses resulting from earthquakes, such policiesevents are subject to material deductibles and self-insured retention.exclusions. Additionally, natural disasters, including earthquakes, may cause future earthquake insurance costs to increase significantly, which may impact the operating costsseismic risks are evaluated for properties during acquisition by a qualified structural engineer and net cash flow of our properties.


We may not be able to rebuild our existing properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.
In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of our properties.
Existing conditions at some of our properties may expose us to liability related to environmental matters.
Independent environmental consultants conducted a Phase I or similar environmental site assessment on most of our properties at the time of their acquisition or in connection with subsequent financings. Such Phase Is or similar environmental site assessments are limited in scope and may not include or identify all potential environmental liabilities or risks associated with the relevant properties. We do not intend to obtain new or updated Phase Is or similar environmental site assessments in the ordinary course of business absent a specific need. This may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the existing Phase Is or similar environmental site assessments and this failure may expose us to liability in the future.
We may be unable to sell a property if or when we decide to do so.
We expect to hold the various real properties until such time as we decide that a sale or other disposition is appropriate. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting the industrial real estate market which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell any properties identified for sale at favorable pricing and may not receive net income from the transaction.
Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct such defects or to make such improvements.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
We have co-invested in the past, and may co-invest again in the future, with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. If we become a limited partner or non-managing member in any partnership or limited liability company and such entity takes or expects to take actions that could jeopardize our company’s status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such debt may require equity capital calls.
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to qualify and maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and


excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that the engineer identifies a property with weaknesses that contribute to a high statistical risk, the property will generally be structurally retrofitted to reduce the statistical risk to an acceptable level.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we distribute less than 100%have the necessary permits and approvals to operate each of our REIT taxable income, determined without regard to the dividends paid deduction, including any net capital gains. Because of these distribution requirements, we are highly dependent on third-party sources to fund capital needs, including any necessary acquisition financing. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:properties.
general market conditions;
the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and cash distributions; and
the trading price of our common stock.
In prior years, the capital markets have been subject to periodic significant disruptions.  Our inability to obtain capital when needed could have a material adverse effect on our ability to expand our business, implement our growth plan and fund other cash requirements.  If we cannot obtain capital from third-party sources on favorable terms or at all when desired, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT. To the extent that capital is not available to acquire properties, profits may not be realized or their realization may be delayed, which could result in an earnings stream that is less predictable than some of our competitors and result in us not meeting our projected earnings and distributable cash flow levels in a particular reporting period. Failure to meet our projected earnings and distributable cash flow levels in a particular reporting period could have an adverse effect on our financial condition and on the market price of our stock.
We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e‑mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day‑to‑day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases, are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.
Risks Related to the Real Estate Industry
•Our performance and value are subject to risks associated with real estate assets and the real estate industry.
Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of


our properties. These events include many of the risks set forth above under “—Risks Related to Our Business and Operations,” as well as the following:
local oversupply or reduction in demand for industrial space;
adverse changes in financial conditions of buyers, sellers and tenants of properties;
vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or underinsured losses;
decreases in the market value of our properties;
changing submarket demographics; and
changing traffic patterns.
In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases.  
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our Tax Matters Agreement, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.  
Declining real estate valuations and impairment charges could materially adversely affect us.
We intend to review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We intend to base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We intend to consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.
Impairment losses have a direct impact on our operating results, because recording an impairment loss results in a negative adjustment to our publicly reported operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis.
Adverse economic conditions and the dislocation in the credit markets could materially adversely affect us.
Economic conditions can be unpredictable and vary greatly, creating uncertainty and in some cases severely impacted the lending and capital markets, particularly for real estate. When occurring, these conditions may limit the amount of indebtedness


we are able to obtain and our ability to refinance our indebtedness, and may impede our ability to develop new properties and to replace construction financing with permanent financing, which could result in our having to sell properties at inopportune times and on unfavorable terms.
Any lack of availability of debt financing may require us to rely more heavily on additional equity issuances, which may be dilutive to our current stockholders, or on less efficient forms of debt financing.
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
We have acquired properties in markets that are new to us. For example, our predecessor business acquired properties in Arizona and Illinois as part of an acquisition of a portfolio of properties that included four other properties located in our target markets. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures.
We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to stockholders.
We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to:
acquire additional real estate investments;
repay debt;
buy out interests of any partners in any joint venture in which we are a party;
create working capital reserves; or
make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.
Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders may reduce the amount of cash distributions to equity holders.
If any of our insurance carriers becomes insolvent, we could be adversely affected.
We carry several different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at significant risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency would likely adversely affect us.
Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. All of our properties located in California may be reassessed as a result of various factors. Therefore, the amount of property taxes we pay in the future may increase substantially from what we have paid in the past. If the property taxes we pay increase, our cash flow would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes.
We could incur significant costs related to government regulation and litigation over environmental matters.
Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could


exceed the value of the property and in some cases our aggregate net asset value. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such material known or suspected to exist at a number of our properties which may result in further investigation, remediation, or deed restrictions. Further, certain of our properties are adjacent to or near other properties that have contained or currently contain petroleum or other hazardous substances, or at which others have engaged or may engage in activities that may release such hazardous substances. Adjacent property uses are identified in standard ASTM procedures in Phase I environmental studies, which we obtain on all property acquisitions. In addition to a blanket environmental insurance policy, as needed, we may obtain environmental insurance policies on commercially reasonable terms that provide coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. However, these policies are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We usually perform a Phase I environmental site assessment at any property we are considering acquiring. Phase I environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other environmental studies identified all potential environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or suspected contamination has not always been performed. Contamination may exist at many of our properties, and governmental regulators or third parties could seek to force us to contribute to investigation or remediation or known or suspected contamination. As a result, we could potentially incur material liability for these issues.
Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos, and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of ACBM in our properties may expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos).
In addition, the properties in our portfolio also are subject to various federal, state and local environmental and health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us. Further, these environmental, health, and safety laws could become more stringent in the future, and this could subject us or our tenants to new or greater liability.
We cannot assure you that remedial measures and other costs or liabilities incurred as a result of environmental issues will be immaterial to our overall financial position. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.
Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.


When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have occurred.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
The properties in our portfolio are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances and zoning restrictions may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief.
In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures.
Changes in the method of determining the London Interbank Offered Rate (“LIBOR”) may adversely affect interest expense related to outstanding debt.
We hold certain debt instruments on which interest rates move in direct relation to LIBOR, depending on our selection of borrowing options. Beginning in 2008, concerns have been raised that some of the member banks surveyed by the British Bankers’ Association (the “BBA”) in connection with the calculation of daily LIBOR across a range of maturities and currencies may have underreported, over reported, or otherwise manipulated the interbank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that might have resulted from reporting interbank lending rates higher than those they actually submitted.
Subsequently, new rules for the regulation and supervision of LIBOR by the Financial Conduct Authority (the “FCA”) were published and came into effect on April 2, 2013 (the “FCA Rules”), and in 2014, NYSE Euronext took over the administration of LIBOR. It is not possible to predict the effect of the FCA Rules, any changes in the methods pursuant to which LIBOR is determined, the administration of LIBOR by NYSE Euronext, and any other reforms to LIBOR that will be enacted in the United Kingdom and elsewhere. In addition, any changes announced by the FCA, the BBA, or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which LIBOR is determined, as well as manipulative practices or the cessation thereof, may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the level of the index. Fluctuation or discontinuation of LIBOR would affect our interest expense and earnings and the fair value of certain of our financial instruments. We rely on interest rate swaps to help mitigate our exposure to such interest rate risk, on a portion of our debt obligations. However, there is no assurance these arrangements will be effective in reducing our exposure to changes in interest rates.


Risks Related to Our Organizational Structure
•Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may impede business decisions that could benefit our stockholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our operating partnership, have fiduciary duties and obligations to our operating partnership and its limited partners under Maryland law and the partnership agreement of our operating partnership in connection with the management of our operating partnership. Our fiduciary duties and obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers to our company.
Under Maryland law, a general partner of a Maryland limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Maryland law consistent with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our operating partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our operating partnership, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of our operating partnership under its partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our operating partnership, owe to our operating partnership and its partners or violate the obligation of good faith and fair dealing.
Additionally, the partnership agreement provides that we generally will not be liable to our operating partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of our operating partnership or for the obligations of the operating partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our operating partnership or in connection with a redemption.  Our operating partnership must indemnify us, our directors and officers, officers of our operating partnership and our designees from and against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action. No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our operating partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability to our operating partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the partnership agreement.
Some of our directors and executive officers have outside business interests, including interests in real estate-related businesses, and, therefore, may have conflicts of interest with us.
Certain of our executive officers and directors have outside business interests, including interests in real estate-related businesses, and may own equity securities of public and private real estate companies. Our executive officers’ and directors’ interests in these entities could create a conflict of interest, especially when making determinations regarding our renewal of leases with tenants subject to these leases. Our executive officers’ involvement in other businesses and real estate-related activities could divert their attention from our day-to-day operations, and state law may limit our ability to enforce any non-compete agreements.
We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.


Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. As a result, we may issue classes or series of common stock or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
•Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Certain provisions of the Maryland General Corporation Law (“MGCL”), may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these combinations; and
“Control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL and our board of directors has, by resolution, exempted us from the business combination between us and any other person. However, we cannot assure you that our board of directors will not revise the bylaws or such resolution in order to be subject to such business combination and control share provisions in the future. Notwithstanding the foregoing, an alteration or repeal of the board resolution exempting such business combinations will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.
Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock registered under the Exchange Act without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby it elects to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the board of directors.
Certain provisions in the partnership agreement of our operating partnership may delay or prevent unsolicited acquisition of us.
Provisions of the partnership agreement of our operating partnership may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others:
redemption rights of qualifying parties;


a requirement that we may not be removed as the general partner of our operating partnership without our consent;
transfer restrictions on common units;
our ability, as general partner, in some cases, to amend the partnership agreement and to cause our operating partnership to issue additional partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our operating partnership without the consent of our stockholders or the limited partners; and
the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise).
Our charter and bylaws, the partnership agreement of our operating partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
The Tax Matters Agreement limits our ability to sell or otherwise dispose of certain properties, even though a sale or disposition may otherwise be in our stockholders’ best interest.
In connection with the formation transactions, we entered into a Tax Matters Agreement with certain limited partners of our operating partnership, including Messrs. Ziman, Schwimmer and Frankel, that provides that if we dispose of any interest with respect to certain properties in our initial portfolio in a taxable transaction during the period from the completion of the IPO (July 24, 2013) through the seventh anniversary of such completion (July 24, 2020), our operating partnership will indemnify such limited partners for their tax liabilities attributable to their share of the built-in gain that exists with respect to such property interest as of the time of the IPO and tax liabilities incurred as a result of the indemnification payment; provided that, subject to certain exceptions and limitations, such indemnification rights will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units. We have no present intention to sell or otherwise dispose of these properties or interest therein in taxable transactions during the restriction period. If we were to trigger the tax protection provisions under this agreement, our operating partnership would be required to pay damages in the amount of the taxes owed by these limited partners (plus additional damages in the amount of the taxes incurred as a result of such payment). As a result, although it may otherwise be in our stockholders’ best interest that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations.
The Tax Matters Agreement may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.
The Tax Matters Agreement provides that, during the period beginning from the date of the completion of our IPO (July 24, 2013) through the period ending on the twelfth anniversary of our IPO (July 24, 2025), our operating partnership will offer certain limited partners the opportunity to guarantee its debt, and following such period, our operating partnership will use commercially reasonable efforts to provide such limited partners who continue to own at least 50% of the common units they originally received in the formation transactions with debt guarantee opportunities. Our operating partnership will be required to indemnify such limited partners for their tax liabilities resulting from our failure to make such opportunities available to them (plus an additional amount equal to the taxes incurred as a result of such indemnity payment). Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in connection with the formation transactions. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business.
Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.


As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:     
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.
In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law in effect from time to time. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, our stockholders’ ability to recover damages from such director or officer will be limited.
•We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnershipOperating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnershipOperating Partnership and its subsidiaries.
We are a holding company and conduct substantially all of our operations through our operating partnership. We do not have, apart from an interest in our operating partnership, any independent operations. As a result, we rely on distributions from our operating partnership to continue to pay any dividends we might declare on shares of our common stock. We also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our operating partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
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Our operating partnership may issue additional common units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our operating partnership and would have a dilutive effect on the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.

As of December 31, 2017, we own 97.5% of the outstanding common units in our Operating Partnership and we may, in connection with future acquisitions of properties or otherwise, cause our operating partnership to issue additional common units to third parties. Such issuances would reduce our ownership percentage in our operating partnership and affect the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.
Risks Related to Our Status as a REIT
•Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
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Item 1. Business
Company Overview
References to “we,” “our,” “us,” “our company,” or “the Company” refer to Rexford Industrial Realty, Inc., a Maryland corporation, together with our consolidated subsidiaries (unless the context requires otherwise), including Rexford Industrial Realty, L.P., a Maryland limited partnership, of which we are the sole general partner and which we refer to in this report as our Operating Partnership. In statements regarding qualification as a REIT, such terms refer solely to Rexford Industrial Realty, Inc.
We are a self-administered and self-managed full-service REIT focused on owning, operating and acquiring industrial properties in Southern California infill markets. Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments in Southern California infill markets.
We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, improve, redevelop, lease and manage industrial real estate primarily located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property.  As of December 31, 2022, our consolidated portfolio consisted of 356 properties with approximately 42.4 million rentable square feet. 
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. We are generally not subject to federal taxes on our income to the extent we distribute our REIT taxable income to our shareholders and maintain our qualification as a REIT.
Business Objectives and Growth Strategies  
Our primary business objective is to generate attractive risk-adjusted returns for our stockholders through dividends and capital appreciation. We believe that pursuing the following strategies will enable us to achieve this objective:
Internal Growth through Intensive, Value-Add Asset Management.  
We employ an intensive asset management strategy that is designed to increase cash flow and occupancy from our properties. Our strategy includes proactive renewal of existing tenants, re-tenanting to achieve higher rents, and repositioning and redeveloping industrial property by renovating, modernizing or increasing functionality to increase cash flow and value. For example, we sometimes convert formerly single-tenant properties to multi-tenant occupancy to capitalize upon the higher per square foot rents generated by smaller spaces in our target markets in addition to adding or improving loading access and increasing fire, life-safety and building operating systems, among other value-add initiatives. We believe that by undertaking such conversions or other functional enhancements, we can position our properties to attract a larger universe of potential tenants, increase occupancy, tenant quality and rental rates. We also believe that multi-tenant properties, as well as single mid-size buildings, help to limit our exposure to tenant default risk and to diversify our sources of cash flow.  Additionally, our proactive approach to leasing and asset management is driven by our in-house leasing department and team of portfolio and property managers who maintain direct, day-to-day relationships and dialogue with our tenants, which we believe enhances recurring cash flow and reduces periods of vacancy.
External Growth through Acquisitions.
We continue to grow our portfolio through disciplined acquisitions in prime Southern California infill markets. We believe that our relationship-, data- and event-driven research allows us to identify and exploit asset mispricing and market inefficiencies.  We seek to acquire assets with value-add opportunities to increase their cash flow and asset values, often targeting off-market or lightly marketed transactions where our execution abilities and market credibility encourage owners to sell assets to us at what we consider pricing that is more favorable than heavily marketed transactions. We also seek to source transactions from owners with generational ownership shift, fund divestment, sale-leaseback/corporate surplus, maturing loans, some facing liquidity needs or financial stress, including loans that lack economical refinancing options. We also believe our deep market presence and relationships may enable us to selectively acquire assets in marketed transactions that may be difficult to access for less focused buyers.
Competitive Strengths
We believe that our investment strategy and operating model distinguishes us from other owners, operators and acquirers of industrial real estate in several important ways, including the following:
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Focus on Industrial Assets in Southern California’s Infill Market: We intend to continue our core strategy of owning and operating industrial properties within Southern California’s infill regions.  Infill markets are considered high-barrier to entry markets with scarcity of vacant or developable land and high concentrations of people, jobs, housing, income, wages and consumption. We believe Southern California’s infill industrial property market is the largest, most fragmented industrial market in the nation, demonstrating favorable long-term tenant demand fundamentals in the face of an ongoing scarcity and diminishment of supply. We have a portfolio of 356 properties totaling approximately 42.4 million square feet, which are all located in Southern California infill markets.
Diversified Tenant Mix: Our portfolio is leased to a broad tenant base, drawn from diverse industry sectors. We believe that this diversification reduces our exposure to tenant default risk and earnings volatility. As of December 31, 2022, we had 1,677 leases, with no single tenant accounting for more than 2.2% of our total annualized base rent.  Our portfolio is also geographically diversified within the Southern California market across the following submarkets: Los Angeles 56.6%; San Bernardino 19.0%; Orange County 10.0%; Ventura 7.4%; and San Diego 7.0%.
Superior Access to Investment Opportunities: We believe that we enjoy superior access to value-add, off-market, lightly marketed and marketed acquisition opportunities, many of which are difficult for competing investors to access. Off-market and lightly marketed transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition, making such transactions difficult to close on for less-focused investors. As we are principally focused on the Southern California market, our executive management and acquisition teams have developed and maintain a deep, broad network of relationships among key market participants, including property brokers, lenders, owners and tenants. We employ an extensive broker marketing, incentives and loyalty program. We also utilize data and event-driven analytics and primary research to identify and pursue events and circumstances, including below-market leased properties, properties with curable functional obsolescence, generational ownership changes, and financial stress related to properties, owners, lenders, and tenants, that tend to generate early access to emerging investment opportunities.
Vertically Integrated Platform:We are a full-service real estate operating company, with substantial in-house capabilities in all aspects of our business. Our platform includes experienced in-house teams focused on acquisitions, analytics and underwriting, asset management, repositioning and redevelopment, property management, sales and leasing, design, construction management, as well as finance, accounting, legal, technology and human relations departments.
Value-Add Repositioning and Redevelopment Expertise:Our in-house redevelopment and construction management team employs an entrepreneurial approach to redevelopment and repositioning activities that are designed to increase the functionality, cash flow and value of our properties. Repositioning activities include converting large underutilized spaces into a series of smaller and more functional spaces, creating generic industrial space that appeals to a wide range of tenants, adding additional square footage and modernizing properties by, among other things, upgrading fire, life-safety and building operating systems, resolving functional obsolescence, adding or enhancing loading areas and truck access and making other accretive modernization improvements. Our environmental, social and governance (ESG) goals influence our repositioning and redevelopment projects, where we focus on transforming outdated and inefficient buildings into high functioning, energy efficient and higher value industrial properties. Additionally, we pursue U.S. Green Building Council LEED certification for all ground-up developments. This repositioning and redevelopment work has the potential to revitalize our communities while reducing negative environmental impact. Redevelopment activities include fully or partially demolishing an existing building(s) due to building obsolescence and/or a property with excess or vacant land and constructing a ground-up building.
Growth-Oriented, Flexible and Conservative Capital Structure:Our capital structure provides us with the resources, financial flexibility and the capacity to support the future growth of our business. Since our initial public offering, we have raised capital through eight public offerings of our common stock (including one completed in 2022), three public offerings of preferred stock, through sales of common stock under our various at-the-market equity offering programs and through two public offerings of senior notes. We currently have an at-the-market equity offering program (“ATM program”) pursuant to which we may sell from time to time up to an aggregate of $1.0 billion of our common stock directly through sales agents or by entering into forward equity sale agreements with certain financial institutions acting as forward purchasers. As of the filing date of this Annual Report on Form 10-K, we have sold $834.6 million of our common stock under this ATM program, leaving us with the capacity to issue up to $165.4 million of additional shares. We also have a credit agreement with a $1.0 billion unsecured revolving credit facility, and as of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding, leaving $1.0 billion available for future borrowings. The credit agreement has an accordion feature that permits us to request additional lender commitments up to an additional $800 million, which may be comprised of additional revolving commitments, term loan commitments or any combination thereof, subject to certain conditions. As of December 31, 2022, our ratio of net debt to total market capitalization was 14.9%.
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Competition
In acquiring our target properties, we compete with other public industrial property sector REITs, income oriented non-traded REITs, private real estate fund managers and local real estate investors and developers, some of which have greater financial resources or other competitive advantages than we do. Such competition may result in an increase in the amount we must pay to acquire a property or may require us to forgo an investment in properties which would otherwise meet our investment criteria. We also face significant competition in leasing available properties to prospective tenants and in re-leasing space to existing tenants. As a result, we may have to provide rent concessions, incur expenses for tenant improvements or offer other inducements to enable us to timely lease vacant space, all of which may have an adverse impact on our results of operations.
Insurance
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our portfolio under blanket insurance policies. In addition, we hold other environmental policies for certain properties with known environmental conditions that provide for additional coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry insurance for certain types of extraordinary losses, including, but not limited to, losses caused by floods (unless the property is located in a flood plain), riots, war and wildfires. Substantially all of our properties are located in areas that are subject to earthquakes, and while we maintain earthquake insurance coverage, the events are subject to material deductibles and exclusions. Additionally, seismic risks are evaluated for properties during acquisition by a qualified structural engineer and to the extent that the engineer identifies a property with weaknesses that contribute to a high statistical risk, the property will generally be structurally retrofitted to reduce the statistical risk to an acceptable level.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that we have the necessary permits and approvals to operate each of our properties.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with present requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance, and therefore we may own properties that are not in compliance with current ADA standards.
ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional costs to attain compliance, imposition of fines by the U.S. government or an award of damages plus attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and make alterations to achieve compliance as deemed commercially reasonable.
Environmental Matters
The properties that we acquire are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, to the extent we own a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated and, therefore, it is possible we could incur these costs even after we sell some of the properties we acquire. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. From time to time we are required to export soils (which may or may not contain hazardous materials) from our sites, and under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.
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Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at a property may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.
We could be responsible for any of the costs discussed above, which have the potential to be very significant. The costs to clean up a contaminated property, to defend against a claim or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders. To mitigate some of the environmental risk, our properties are covered by a blanket environmental insurance policy. In addition, we hold other environmental policies for certain properties with known environmental conditions that provide for additional coverage for potential environmental liabilities. These policies, however, are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. We obtain Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition of a property. Phase I environmental investigations are a common form of real estate due diligence that are governed by nationally recognized American Society for Testing and Materials (ASTM) standards and typically conducted by licensed environmental scientists. Phase I investigations commonly include a physical walk-through of the property in addition to a file review of the site. The file review includes creating a known operating history of the site. This includes, but is not limited to, inquiries with local governmental agencies as well as reviewing historical aerial reviews. If the consultant identifies any unexplained Recognized Environmental Concerns (“REC”) then the consultant may recommend further investigation, usually through specific invasive property tests. This additional round of investigation is commonly referred to as a “Phase II”. Invasive testing may or may not include air, soil, soil vapor or ground water sampling. Additionally, it may or may not include an asbestos and/or lead-based paint survey. Depending on the results of the initial Phase II investigation, the consultant may recommend further Phase II investigations, or if satisfied with the results, the consultant may decide the initial REC identified is no longer a concern. On occasion the seller of a property may not allow us to conduct a Phase II investigation, and we may elect to proceed with a property acquisition without a Phase II based on our risk assessment and mitigating factors informed by our third-party environmental consultants and advisors. Although we obtain a Phase I, a Phase II as permitted by the property seller, or similar environmental site assessments by independent environmental consultants on each property prior to acquiring it, these environmental assessments may not reveal all environmental risks that might have a materially adverse economic effect on our business, assets and results of operations or liquidity, and may not identify all potential environmental liabilities, and our portfolio environmental and any site-specific insurance policies may be insufficient to cover any such environmental costs and liabilities.
We can make no assurances that (1) future laws, ordinances or regulations will not impose material environmental liabilities on us, or (2) the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.
Human Capital
As of December 31, 2022, we had 223 employees supported by five regional offices within our Southern California market to service our business and tenants, optimize the welfare and productivity of our staff, and minimize commute times for our staff and to our properties. Nearly all employees have the opportunity to work remotely and have regular access to utilize our various offices, providing them with flexible working conditions while achieving our performance objectives and the ability to minimize the spread of illness and maintain business continuity during times of increased local health and safety risks. We believe that we have good relations with our employees. None of our employees are represented by a union. We have adopted a Code of Business Conduct and Ethics, and Policies and Procedures for Complaints Regarding Accounting and Fraud, including a phone number and website for employees to voice anonymous concerns. All such concerns are then brought to the attention of our independent audit committee of the board of directors and our general counsel. These policies apply to all of our employees, and receipt and review by each employee is documented and verified annually.
Employee Engagement and Support
We believe employee engagement and recognition of strong performance are key components of a strong corporate culture. As part of our ongoing efforts to encourage employee engagement, we routinely solicit employee feedback, sometimes via anonymous surveys, and hold teambuilding events. Employees received formal recognition awards during our all-company quarterly meetings after being nominated by their peers. Each employee undergoes performance discussions at least twice per year, with annual compensation adjustment consideration commensurate with the market and individual performance. Our voluntary turnover rate was 7% in 2022. Our referral rate for new hires was 36%, which we believe is indicative of employee engagement and commitment. Additionally, all employees receive a weekly update via email from our executive management team.
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We offer and encourage ongoing employee training and advancement opportunities, with a wide variety of thousands of courses and topics including management, leadership, personal development, diversity and inclusion, sexual harassment prevention, antibribery, health and safety, and technical skills development. Many of our employees have contributed to the creation of learning content, leveraging our employee expertise and engagement and promoting a culture of learning. On average, each employee completed over 20 hours of focused training in 2022. We also have a tuition reimbursement program which provides our team with additional opportunities to grow and succeed in their careers. Additionally, we have a paid parental leave policy for birthing and non-birthing parents to support the bonding and wellness of our employees and their newborn children. In 2022 we established a flexible time off policy under which employees no longer need to accrue time off and time off is not capped. We believe that employees should maintain a healthy work life balance with time away from work, exercising judgement to determine the appropriate time off for themselves based on workload and the collective need to achieve the Company’s goals. Nearly 39% of our employees at the director level and higher were developed and promoted from within the Company.
Workforce Diversity, Equity and Inclusion
The Company values diversity, including diversity of experience, background, and ethnicity. Our employees are 56% female and 44% male, and 53% of our employees self-identify as members of a racial or ethnic minority. Employees at the director level and higher are 38% female and 62% male. Our eight-member board of directors was 38% female and 25% ethnically diverse as of December 31, 2022.
Additional Information
Our principal executive offices are located at 11620 Wilshire Boulevard, Suite 1000, Los Angeles, California 90025 (telephone 310-966-1680).
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, Information Statements and amendments to those reports are available free of charge through our investor relations website at http://www.rexfordindustrial.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). All reports we file with the SEC are also available free of charge via EDGAR through the SEC website at http://www.sec.gov. 
Our board of directors maintains charters for each of its committees and has adopted a written set of corporate governance guidelines and a code of business conduct and ethics applicable to independent directors, executive officers, employees and agents, each of which is available for viewing on our website at http://www.rexfordindustrial.com under the heading “Investor Relations—Company Information—Governance—Governance Documents.”
Website addresses referred to in this Annual Report on Form 10-K are not intended to function as hyperlinks, and the information contained on our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or documents we file with or furnish to the SEC.
Item 1A. Risk Factors
Set forth below are some (but not all) of the factors that could adversely affect our performance and financial condition. Moreover, we operate in a highly competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we predict the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We believe the following risks are material to our stockholders. You should carefully consider the following factors in evaluating our company, our properties and our business. The occurrence of any of the following risks could adversely affect our results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock and might cause our stockholders to lose all or part of their investment. For purposes of this section, the term “stockholders” means the holders of shares of our common stock and preferred stock.
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Risks Related to Our Business and Operations
Our portfolio of properties is concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector.
Our properties are concentrated in the industrial real estate sector. This concentration exposes us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.
Our portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in Southern California infill markets, which causes us to be especially susceptible to adverse developments in those markets.
All of our properties are located in Southern California, which may expose us to greater or lesser economic risks than if we owned a more geographically diverse portfolio. We are particularly susceptible to adverse economic or other conditions in Southern California, as well as to natural disasters that occur in this market. Most of our properties are located in areas known to be seismically active. While we diversify the geographic concentrations of assets within Southern California and carry insurance for losses resulting from earthquakes, the amount of our coverage may not be sufficient to fully cover losses from earthquakes and associated disasters, and the policies are subject to material deductibles and self-insured retention. The Southern California market has experienced downturns in past years, and the COVID-19 pandemic demonstrated the adverse impact that governmental restrictions in response to pandemics can have, and may continue to have, on the economy of the Southern California market. Any future downturns in the Southern California economy could impact our tenants’ ability to continue to meet their rental obligations or otherwise adversely affect the size of our tenant base, which could materially adversely affect our operations and our revenue and cash available for distribution, including cash available to pay distributions to our stockholders. If material reductions of imports through or a material labor issue were to occur at the Ports of Los Angeles and Long Beach, it could reduce the need for tenants to store related imported goods in our properties and result in higher market vacancy and lower rents. We cannot assure you that the Southern California market will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in the Southern California market. In addition, the State of California is more highly regulated and taxed than many other states, all of which may reduce demand for industrial space in California and may make it costlier to operate our business. Additionally, conditions in Southern California related to homelessness, crime, tax rates and heightened regulation could negatively impact economic conditions and make tenants less desirous to lease properties from us. In November 2022, various transfer tax ballot measures passed, including Measure ULA in the City of Los Angeles where as of December 31, 2022, we owned 62 properties representing approximately 15.4% of the rentable square footage of our portfolio. Beginning in April 2023, Measure ULA imposes an additional fee at the time of sale at a rate of 4% for properties between $5 million and $10 million and 5.5% for those $10 million or above. Additional California ballot measure initiatives have sought the removal of Proposition 13 property tax protections, which proposals have not passed, but if successful could cause a significant increase in property taxes at our properties. Any adverse economic or real estate developments in the Southern California market as described above, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could adversely impact us and our stockholders.
The ongoing impact from the COVID-19 pandemic, including ongoing governmental emergency declarations with emergency powers, may impact our ability to collect rent and could adversely impact our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.
The ongoing impact from the COVID-19 pandemic, including the spread of new variants of the virus, ongoing governmental emergency declarations with emergency powers, and the transition from a Zero-COVID policy in China may have significant adverse impact on economic and market conditions around the world, including the United States and the infill Southern California markets in which we own properties and have development projects, and could further trigger a period of sustained global and U.S. economic downturn or recession. In particular, in Southern California, the state of California and certain municipalities, including where we own properties and/or have redevelopment projects, any reinstitution of quarantines, restrictions on travel, restrictions on businesses and construction projects may impact our performance. Many of the industries in which our tenants are concentrated and other industries may be subject to risks as the flow of goods from China could be impacted from China’s transition from a Zero-COVID policy, which may negatively impact their performance and ability to pay rent. This could lead to adverse impacts on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations. These trends may also influence occupancy levels and the immediate ability or willingness of certain of our tenants to pay rent in full on a timely basis.
The rapid development and fluidity of any pandemic, including COVID-19, and the current financial, economic and capital markets environment, and the potential for future pandemic related developments present material risks and uncertainties with respect to our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and could also have a material adverse effect on the value and trading price of our common stock. Moreover, to the
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extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks set forth in this “Risk Factors” section.
Our properties are concentrated in certain industries that make us susceptible to adverse events with respect to those industries.
Our properties are concentrated in certain industries, which, as of December 31, 2022, included the following (and accounted for the percentage of our total annualized base rent indicated): Transportation and Warehousing (24.3%); Wholesale Trade (21.8%); and Manufacturing (20.3%). Any downturn in one or more of these industries, or in any other industry in which we may have a significant concentration now or in the future, could adversely affect our tenants who are involved in such industries. If any of these tenants is unable to withstand such downturn or is otherwise unable to compete effectively in its business, it may be forced to declare bankruptcy, fail to meet its rental obligations, seek rental concessions or be unable to enter into new leases, which could materially and adversely affect us.
We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
Our business strategy involves the acquisition of properties meeting certain investment criteria in our target markets. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. In addition, the current market for acquisitions of industrial properties in Southern California continues to be extremely competitive. This competition may increase the demand for our target properties and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. We may be unable to acquire properties identified as potential acquisition opportunities on favorable terms, or at all, which could slow our growth. We may acquire properties utilized for non-industrial uses, including office properties, where our long-term strategy is to develop, redevelop or reposition the asset into industrial property. Prior to executing our strategy, we may lack non-industrial property management expertise necessary to optimally manage the non-industrial properties.
If we are unable to finance property acquisitions or acquire properties on favorable terms, or at all, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected.
Our acquisition activities may pose risks that could harm our business.
As a result of our acquisitions, we may be required to incur debt and expenditures and issue additional common stock or common units to pay for the acquired properties. These acquisitions may dilute our stockholders’ ownership interest, delay or prevent our profitability and may also expose us to risks such as overpayment, reduction in value of acquired properties, and the possibility of pre-existing undisclosed liabilities, including environmental or asbestos liability, for which our insurance may be insufficient or for which we may be unable to secure insurance coverage.
We cannot provide assurance that the price for any future acquisitions will be similar to prior acquisitions. If our revenue does not keep pace with these potential acquisition and expansion costs, we may incur net losses. There is no assurance that we will successfully overcome these risks or other problems encountered with acquisitions.
We may be unable to source off-market or lightly marketed investment opportunities in the future.
As of December 31, 2022, approximately 78% of the acquisitions by property count completed by us since our initial public offering (“IPO”) were acquired in off-market or lightly marketed transactions, which are transactions that are characterized by a lack of a formal marketing process and lack of widely disseminated marketing materials. Properties that are acquired by off-market or lightly marketed transactions are typically more attractive to us as a purchaser and are a core part of our strategic plan, because the absence of a formal or extended marketing/bidding period typically results in more favorable pricing, more favorable non-economic terms and often an ability to close transactions more rapidly. If we cannot obtain off-market or lightly marketed deal flow in the future, our ability to locate and acquire additional properties in the manner in which we have historically may be adversely affected and may cause us to revisit our core strategies.
Our future acquisitions may not yield the returns we expect.
Our future acquisitions and our ability to successfully operate the properties we acquire in such acquisitions may be exposed to the following significant risks:
•even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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•we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
•we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
•we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations;
•market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
•we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or greater than expected liabilities such as liabilities for clean-up of environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenues do not increase, causing our results of operations to be adversely affected.
Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs (including real estate taxes, which could increase over time), the need to periodically repair, renovate and re-lease space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase or our property income decreases as a result of any of the foregoing factors, our results of operations may be adversely affected.
Many of our costs, such as operating expenses and general and administrative expenses, interest expense and real estate acquisition and construction costs, could be adversely impacted by periods of heightened inflation.
During the twelve months ended December 2022, the consumer price index increased by approximately 6.5%, compared to the twelve months ended December 2021. Federal policies and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to exacerbate, increases in the consumer price index.
A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted services. Our operating expenses may be recoverable through our lease arrangements. In general, our properties are leased to tenants on a triple net or modified gross basis. During inflationary periods, we expect to recover some increases in operating expenses from our tenants through our existing lease structures. As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash flows at the property level. However, there can be no assurance that our tenants would be able to absorb these expense increases and be able to continue to pay us their portion of operating expenses, capital expenditures and rent.
In addition, most of our leases provide for fixed annual rent increases of three percent or greater. However, the impact of the current rate of inflation of 6.5% may not be adequately offset by some of our annual rent escalations, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of the current inflation rate. As a result, during inflationary periods in which the inflation rate exceeds the annual rent escalation percentages within our lease contracts, we may not adequately mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.
Our general and administrative expenses consist primarily of compensation costs and professional service fees. Rising inflation rates may require us to provide compensation increases beyond historical annual increases, which may unexpectedly or significantly increase our compensation costs. Similarly, professional service fees are also subject to the impact of inflation and expected to increase proportionately with increasing market prices for such services. Consequently, inflation may increase our general and administrative expenses over time and may adversely impact our results of operations and cash flows.
In March 2022, the Federal Reserve began, and it has continued and is expected to continue, to raise interest rates in an effort to curb inflation. Our exposure to increases in interest rates in the short term is limited to our variable-rate borrowings. As of December 31, 2022, we had $760.0 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. We have entered into interest rate swaps to effectively fix $300.0 million of our variable-rate indebtedness, and we may enter into other hedging transactions. The use of hedging transactions involves certain risks.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our repositioning and redevelopment projects, including, but not limited to, costs of construction materials, labor and services from
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third-party contractors and suppliers. Certain increases in the costs of construction materials can often be managed in our repositioning and redevelopment projects through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current severity of inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct repositioning, redevelopment and acquisition activity and recycle capital.
As of December 31, 2022, we had a $1.0 billion unsecured revolving credit facility, a $400.0 million term loan facility, a $300.0 million term loan facility and a $60.0 million term loan facility bearing interest at variable rates on amounts drawn and outstanding. As of December 31, 2022, the variable interest rate on the $300 million term loan facility has been effectively fixed until its maturity at a weighted average rate of 2.81725% through the use of interest rate swaps. There was no amount outstanding on the revolving credit facility and each of our term loan facilities was fully drawn at December 31, 2022. However, we may borrow on the revolving credit facility or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. During 2022, the Federal Reserve Board increased the federal funds rate seven times, resulting in a range from 4.25% to 4.50% as of December 31, 2022, and further increased the federal funds rate in February 2023 by an additional 25 basis points to a range from 4.50% to 4.75%. It is expected that the Federal Reserve Board may continue to increase the federal funds rate during 2023, which will likely result in further increases in overall interest rates. Interest rate increases would increase our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any repositioning, redevelopment and acquisition activity costlier. Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions.
The potential impacts of future climate change and governmental initiatives remain uncertain at this time but could result in increased operating costs.
    Our assets and tenants may be exposed to potential risks from possible future climate change that could result in physical and regulatory impacts, an increase in sea level, flooding, and catastrophic weather events and fires. The occurrence of sea level rise or one or more natural disasters, such as floods, wildfires and earthquakes (whether or not caused by climate change), could increase our operating costs, impair our tenants’ ability to lease property and pay rent and negatively affect our financial performance. Additional risks related to our business and operations as a result of climate change include both physical and transition risks such as:
•higher energy costs as a result of extreme weather events, extreme temperatures or increased demand for limited resources;
•higher maintenance and repair costs due to increasing temperatures and more frequent heatwaves;
•higher costs of materials due to limited availability of raw materials and requirements that may limit types of material for construction;
•limited availability of water and higher costs due to droughts caused by low snowpack;
•reduced labor pool and lease rates as a result of increasing air pollution and related illnesses; and
•reduced tenant appeal and/or investor interest in the event that certain tenant priorities and/or investor expectations regarding sustainability and efficient building practices are not met.
In addition, laws and regulations targeting climate change could result in stricter energy efficiency standards and increased capital expenditures in order to comply with such regulations, as well as increased operating costs that we may not be able to effectively pass on to our tenants. Any such regulation could impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. Further, proposed climate change and environmental laws and regulations at the federal, state and local level, including climate change and
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greenhouse gas emissions related disclosure rules proposed by the Securities and Exchange Commission, may increase compliance and data collection costs and compliance risks.
Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, and other events or circumstances beyond our control could have a material adverse effect on us.
Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards.
Global market, political and economic challenges, including dislocations and volatility in the credit markets and general global economic uncertainty, may adversely affect our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.
In addition, global market, political and economic conditions could adversely affect the businesses of many of our tenants. As a result, we may see increases in bankruptcies of our tenants and increased defaults by tenants, and we may experience higher vacancy rates and delays in re-leasing vacant space, which could negatively impact our business and results of operations.
The Russian invasion of Ukraine in February 2022 and the resulting global governmental responses, including international sanctions imposed on Russia and other countries that are supporting Russia’s invasion of Ukraine, have led to volatility in global markets, disruptions in the energy, agriculture and other industries and have created worldwide inflationary pressures. While the conflict has not caused material disruptions to our operations to date, further escalation of the war between Russia and Ukraine could result in a significant decline in global economic activities and impact our tenants in a manner that may lower the near-term demand for our rental properties or our tenants’ ability to pay rents.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession, inducements and/or capital expenditures.
As of December 31, 2022, 5.4% of the rentable square footage of our portfolio was vacant or under repositioning/redevelopment and leases representing 1.6% of the rentable square footage of our portfolio expired on December 31, 2022. In addition, leases representing 13.7% and 16.3% of the rentable square footage of the properties in our portfolio will expire in 2023 and 2024, respectively. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. Our rental rate growth may be wrong. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases and/or an inability to attract new tenants.
We face significant competition in the leasing market, which may decrease or prevent increases of the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial tenant concessions or tenant rights (including rent abatements, tenant improvements, early termination rights or below-market renewal options) in order to retain tenants or attract new tenants. Furthermore, as a result of various factors, including competitive pricing pressure in our submarkets, adverse conditions in the Southern California real estate market, a general economic downturn and a decline in the desirability of our properties compared to other properties in our submarkets, we may be unable to realize the budgeted rents for properties in our portfolio. If we are unable to obtain rental rates comparable to our asking rents for properties in our portfolio, our ability to generate cash flow growth will be negatively impacted. Significant rent reductions could result in a write-down of one or more of our consolidated properties and/or adversely affect the market price of our common stock, our financial condition and our results of operations, including our ability to satisfy our debt service obligations and to pay dividends to our stockholders.
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A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings, which may result in our leasing to tenants that are more likely to default in their obligations to us than a tenant with an investment grade credit rating.
A substantial majority of the leases at our properties are with tenants who have non-investment grade credit ratings. The ability of a non-investment grade tenant to meet its obligations to us cannot be considered as well assured as that of an investment grade tenant. All of our tenants may face exposure to adverse business or economic conditions which could lead to an inability to meet their obligations to us. However, non-investment grade tenants may not have the financial capacity or liquidity to adapt to these conditions or may have less diversified businesses, which may exacerbate the effects of adverse conditions on their businesses. Moreover, the fact that a substantial majority of our tenants are not investment grade may cause investors or lenders to view our cash flows as less stable, which may increase our cost of capital, limit our financing options or adversely affect the trading price of our common stock.
Historically, some of our tenants have filed for bankruptcy protection or become insolvent. This may occur with tenants in the future, and we are particularly at risk because of the credit rating of much of our tenant base. The bankruptcy or insolvency of a major tenant also may adversely affect the income produced by our properties. 
We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
We may continue to acquire properties or portfolios of properties through tax-deferred contribution transactions in exchange for partnership interests in our Operating Partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we are able to deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
Our real estate development, redevelopment and repositioning activities are subject to risks.
We may engage in development, redevelopment and repositioning activities with respect to certain of our properties. To the extent that we do so, we will be subject to the following risks associated with such development, redevelopment and repositioning activities:
•construction, redevelopment and repositioning may be unsuccessful and/or costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable;
•time required to complete the construction, redevelopment or repositioning of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
•non-industrial properties targeted for development, redevelopment or repositioning may be more difficult to manage compared to our industrial properties where we have the most property management expertise;
•contractor and subcontractor disputes, strikes, labor disputes or supply disruptions, which may cause delays or increase costs;
•failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all;
•delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws;
•statewide and local changes in zoning and land use laws and state attorney general actions that result in moratoriums on industrial and warehouse development or materially restrict the size and uses of industrial and warehouse projects;
•occupancy rates and rents of a completed project may not be sufficient to make the project profitable;
•our ability to dispose of properties developed, redeveloped or repositioned with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and
•the availability and pricing of financing to fund our development activities on favorable terms or at all.
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Potential losses, including from adverse weather conditions and natural disasters, such as earthquakes, may not be covered by insurance, and we may be unable to rebuild our existing properties in the event of a substantial or comprehensive loss of such properties.
We carry commercial property, liability, environmental, earthquake and terrorism coverage on all the properties in our consolidated portfolio under a blanket insurance policy, in addition to other coverages that we believe are appropriate for certain of our properties given the relative risk of loss, the cost of the coverage and industry practice. Some of our policies are insured subject to limitations involving significant deductibles or co-payments and policy limits that may not be sufficient to cover losses. In particular, all of the properties in our portfolio are located in Southern California, an area that is particularly prone to seismic activity. A severe earthquake in the Southern California region could result in uninsured damage to a subset or even a substantial portion of our portfolio and could significantly impact our cash flow. While we carry insurance for losses resulting from earthquakes, such policies are subject to material deductibles.Additionally, natural disasters, including earthquakes, may cause future earthquake insurance costs to increase significantly, which may impact the operating costs and net cash flow of our properties.
In addition, we may discontinue terrorism or other insurance or increase deductibles on some or all of our properties in the future if the cost of premiums for any such policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Currently, we do not carry insurance for certain types of extraordinary losses, such as loss from riots, war and wildfires, because we believe such coverage is only available at a disproportionately high cost. As a result, we may incur significant costs in the event of loss from wildfires, riots, war and other uninsured losses. If we do obtain insurance for any of those risks in the future, such insurance cost may impact the operating costs and net cash flow of our properties.
If we or one or more of our tenants experiences a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Furthermore, we may not be able to obtain adequate insurance coverage at reasonable costs in the future as the costs associated with property and casualty renewals may be higher than anticipated. In the event that we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. Environmental, insurance and legal restrictions could also restrict the rebuilding of our properties.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
We have co-invested in the past, and may co-invest again in the future, with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, involving risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, disputes and litigation. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such debt may require equity capital calls.
We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e‑mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day‑to‑day
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operations and, in some cases, may be critical to the operations of certain of our tenants. A security breach or other significant disruption involving our IT networks and related systems could:
•Disrupt the proper functioning of our networks and systems;
•Result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;
•Result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
•Result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;
•Require significant management attention and resources to remedy any damages that result;
•Subject us to claims for breach of contract or failure to safeguard personal information, damages, credits, penalties or termination of leases or other agreements;
•Damage our reputation among our tenants, prospective sellers, brokers and investors generally; and
•Subject us to legal liability, including liability under the California Consumer Privacy Protection Act of 2018.
To help us better identify, manage, and mitigate these IT risks, we have adopted and implemented the National Institute of Standards and Technology (NIST) cybersecurity framework. Additionally, our Technology department requires each employee upon hire and at least annually thereafter to successfully complete an online security awareness training course. Further, all employees are required to complete bi-monthly micro training modules. Our Technology department conducts periodic simulated social engineering exercises that may include, but are not limited to, phishing (e-mail), vishing (voice), smishing (SMS), USB testing, and physical assessments. These tests are conducted at random throughout the year with no set schedule or frequency. Additionally, we may conduct targeted exercises against specific departments or individuals based on a risk determination. From time to time our employees may be required to complete additional cyber awareness training courses or receive personalized training from our Technology department staff based on outcomes of random testing or as part of a risk-based assessment.
To further address IT security, the Audit Committee and the current chairperson of the Company’s nominating and corporate governance committee of the board of directors, an independent director with information security experience, provides board level oversight of information security and receives quarterly information security reports from our Technology department, while the full board of directors typically receives information security updates annually from senior leadership. Over the prior three years the Company has not been subject to any material information security breaches to our knowledge, has not incurred any material financial harm from information security breaches, nor has the Company been subject to any material information security breaches or expenses to our knowledge since our initial formation.
Lastly, on a quarterly basis we conduct third-party internal and external vulnerability assessments from our cybersecurity firm leveraging the Common Vulnerability Scoring System (CVSS), and on an annual basis we conduct third party physical and cyber penetration testing with an information security company that specializes in conducting such tests. We currently maintain insurance policies to insure against breaches of network security, privacy liability, media liability, data incident response expenses, cyber related business interruption, and cyber extortion, although there is no guaranty that the insurance limits and coverage will be sufficient to cover any loss.
Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, including the engagement of independent third party consultants to analyze and remediate any vulnerabilities, implementation of software and systems intended to monitor systems and devices on our network to reduce the risk of IT security breaches and improve our ability to detect a breach, the engagement of a cyber forensics company who can assist our investigation in the event of a breach, and ongoing cyber security education and training for employees throughout the year, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized until after being launched against a target, and in some cases, are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

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Risks Related To Our Capital Structure
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to qualify and maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to federal and state corporate income tax to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction, including any net capital gains. Because of these distribution requirements, we are highly dependent on third-party sources to fund capital needs, including any necessary acquisition financing. We may not be able to obtain such financing on favorable terms or at all and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:
•general market conditions;
•the market’s perception of our growth potential;
•our current debt levels;
•our current and expected future earnings;
•our cash flow and cash distributions; and
•the trading price of our common stock.
In prior years, the capital markets have been subject to periodic disruptions. Our inability to obtain capital when needed could have a material adverse effect on our ability to expand our business, implement our growth plan and fund other cash requirements. If we cannot obtain capital from third-party sources on favorable terms or at all when desired, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT. To the extent that capital is not available to acquire properties, profits may not be realized or their realization may be delayed, which could result in an earnings stream that is less predictable than some of our competitors and result in us not meeting our projected earnings and distributable cash flow levels in a particular reporting period. Failure to meet our projected earnings and distributable cash flow levels in a particular reporting period could have an adverse effect on our financial condition and on the market price of our stock.
Some of our financing arrangements involve balloon payment obligations, which may adversely affect our financial condition and our ability to make distributions.
Some of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our ability to satisfy a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the existing financing on terms as favorable as the original loan or sell the property at a price sufficient to satisfy the balloon payment. Such a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
Our debt level reduces cash available for distribution and may expose us to the risk of default under our debt obligations.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties or to pay the dividends necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:
•our cash flow may be insufficient to meet our required principal and interest payments;
•we may be unable to borrow additional funds as needed or on favorable terms;
•we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
•we may be forced to dispose of one or more of our properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
•we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations and, in some cases commence foreclosure proceedings on one or more of our properties; and
•our default under any loan with cross default provisions could result in a default on other indebtedness.
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Any loan defaults or property foreclosures may impact our ability to access capital in the future on favorable terms or at all, as well as our relationships with and/or perception among lenders, investors, tenants, brokers, analysts, vendors, employees and other parties. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Influence Future Results of Operations.”
Mortgage and other secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders, and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.
Failure to hedge effectively against interest rate changes may adversely affect us.
Subject to the rules related to maintaining our qualification as a REIT, we may enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. As of December 31, 2022, we have interest rate swaps with a combined notional value of $300.0 million in place for the purpose of mitigating our exposure to fluctuations in short-term interest rates. For additional details related to our interest rate swap activity, see Note 7 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
Our future hedging transactions may include entering into additional interest rate cap agreements or interest rate swap agreements. These agreements involve risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a court or regulatory agency could find that such an agreement is not legally enforceable or fails to satisfy other legal requirements. In addition, interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates. Hedging could reduce the overall returns on our investments. In addition, while such agreements would be intended to lessen the impact of rising interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, we could incur significant costs associated with the settlement of the agreements or that the underlying transactions could fail to qualify as highly effective cash flow hedges under Financial Accounting Standards Board, or FASB, Accounting Standards Codification (“ASC”), Topic 815, Derivatives and Hedging. Further, our derivatives counterparties may be subject to new capital, margin and business conduct requirements imposed as a result of the legislation, which may increase our transaction costs or make it more difficult for us to enter into additional hedging transactions on favorable terms. Our inability to enter into future hedging transactions on favorable terms, or at all, could increase our operating expenses and put us at increased exposure to interest rate risks.
Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us.
Our unsecured credit facility, unsecured notes and certain of our other secured loans contain, and any other future indebtedness we incur may contain, certain covenants, which, among other things, restrict our activities, including, as applicable, our ability to sell the underlying property without the consent of the holder of such indebtedness, to repay or defease such indebtedness, to incur additional indebtedness, to make certain investments or capital expenditures or to engage in mergers or consolidations that result in a change in control of our company. We are also subject to financial and operating covenants including, as applicable, requirements to maintain certain financial coverage ratios and restrictions on our ability to make distributions to stockholders. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor.
The business activity limitations contained in the various covenants will restrict our ability to engage in some business activities that may otherwise be in our best interests. In addition, our unsecured credit facility, unsecured notes and secured term loan contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right to declare a default if we are in default under other loans in some circumstances.
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We have allocated a portion and may allocate the remaining net proceeds from the offering of our $400,000,000 aggregate principal amount of 2.150% Senior Notes due 2031 in ways investors may not agree and in ways that may not earn a profit.
The remaining net proceeds from the offering of $400.0 million of 2.150% Senior Notes due 2031 (the “$400 Million Notes due 2031”) are expected to be to one or more Eligible Green Projects (as defined below), which may include the repositioning or redevelopment of such projects. The net proceeds were initially used to repay our $225.0 million unsecured term loan facility due 2023, to fund the redemption of all shares of our Series A Preferred Stock, and acquisition activities. We have since allocated a portion and intend to allocate the remaining net proceeds from the offering to Eligible Green Projects.
There can be no assurance that the Eligible Green Projects to which we allocate the net proceeds from the $400 Million Notes due 2031 will meet investor criteria and expectations regarding environmental impact and sustainability performance. In particular, no assurance is given that any such Eligible Green Projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements in regards to any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by their own bylaws or other governing rules or investment portfolio mandates (in particular with regard to any direct or indirect environmental, sustainability or social impact of the Eligible Green Projects). Adverse environmental or social impacts may occur during the design, construction and operation of the projects or the projects may become controversial or criticized by activist groups or other stakeholders.
“Eligible Green Projects” are defined as:
•Green Buildings. Expenditures related to real estate projects that have received or are expected to receive third-party sustainable certifications or verification, such as Energy Star 75+, LEED Certified or higher, Net Zero certifications, or equivalent certification. Expenditures may include design, development, construction, materials, equipment and certification costs.
•Energy Efficiency. Expenditures related to design, construction, operation and maintenance of energy efficiency of buildings, building subsystems or land, which improve energy efficiency by at least 30%, including efficient LED lighting, HVAC, cool roofing, water conservation systems and energy management systems.
•Renewable Energy. Expenditures related to investments in renewable energy, including on-site or off-site renewable energy investments such as wind, solar and battery storage systems.
Risks Related to the Real Estate Industry
Our performance and value are subject to risks associated with real estate assets and the real estate industry.
Our ability to pay expected dividends to our stockholders depends on our ability to generate revenues in excess of expenses, scheduled principal payments on debt and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events include many of the risks set forth above under “—Risks Related to Our Business and Operations,” as well as the following:
•local oversupply in connection with increased vacancies or reduction in demand for industrial space;
•adverse changes in financial conditions of buyers, sellers and tenants of properties;
•vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights or below-market renewal options, and the need to periodically repair, renovate and re-lease space;
•increased operating costs, including insurance premiums, utilities, real estate taxes and state and local taxes;
•civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, floods and wildfires, which may result in uninsured or underinsured losses;
•decreases in the market value of our properties;
•changing submarket demographics; and
•changing traffic patterns.
In addition, periods of economic downturn or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases.  
Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in the performance of our properties and harm our financial condition.
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The real estate investments made, and to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell any properties identified for sale at favorable pricing and may not receive net income from the transaction.
Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our Tax Matters Agreements (as defined below), as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business (by imposing a 100% prohibited transaction tax on REITs on profits derived from sales of properties held primarily for sale in the ordinary course of business), which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.  
Declining real estate valuations and impairment charges could materially adversely affect us.
We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.
Impairment losses have a direct impact on our operating results, because recording an impairment loss results in a negative adjustment to our publicly reported operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis.
Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
In the past we have acquired properties located in markets that are new to us. For example, our predecessor business acquired properties in Arizona and Illinois as part of an acquisition of a portfolio of properties that included properties located in our target markets. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. In the past when we have acquired properties outside of our focus market, we have subsequently divested those properties, and at this time we expect to continue this practice.
We may choose not to distribute the proceeds of any sales of real estate to our stockholders, which may reduce the amount of our cash distributions to stockholders.
We may choose not to distribute any proceeds from the sale of real estate investments to our stockholders. Instead, we may elect to use such proceeds to:
•acquire additional real estate investments;
•repay debt;
•create working capital reserves; or
•make repairs, maintenance, tenant improvements or other capital improvements or expenditures on our other properties.
Any decision to retain or invest the proceeds of any sales, rather than distribute such proceeds to our stockholders, may reduce the amount of cash distributions to equity holders.
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If any of our insurance carriers becomes insolvent, we could be adversely affected.
We carry several different lines of insurance, placed with several large insurance carriers that we believe have good ratings at the time our policies are put into effect. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at significant risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. Replacing insurance coverage at unfavorable rates and the potential of uncollectible claims due to carrier insolvency would likely adversely affect us.
Our property taxes could increase due to property tax rate changes or reassessment, which could adversely impact our cash flows.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. All our properties located in California may be reassessed as a result of various factors including, without limitation, changes in California laws that contain certain limitations on annual increases of assessed value of real property. In recent years, there have been calls for a so called “split roll” under which commercial and industrial property owners would no longer receive the benefits of California Proposition 13 caps to property tax increases. During the November 2020 election, there was a California ballot initiative to create such a “split roll” and remove the property tax increase caps for commercial and industrial real estate. This ballot initiative failed by a margin of less than four percent. However, there is a risk future ballot initiatives will succeed. If the property taxes we pay increase, our cash flow would be adversely impacted to the extent that we are not reimbursed by tenants for those taxes.
We face certain risks in connection with Section 1031 Exchanges.
We often dispose of properties in transactions that are intended to qualify for federal income tax deferral as a “like-kind exchange” under Section 1031 of the Code (a “1031 Exchange”). It is possible that a transaction intended to qualify as a 1031 Exchange could later be determined to have been taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to complete a 1031 Exchange. If this occurs, we could face adverse tax consequences. Additionally, it is possible that legislation could be enacted that could modify or repeal the laws with respect to 1031 Exchanges, which could impact our ability to dispose of properties on a tax deferred basis.
We could incur significant costs related to government regulation and litigation over environmental matters.
Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating to or from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. These liabilities could be substantial and the cost of any required remediation, removal, fines or other costs could exceed the value of the property and in some cases our aggregate net asset value. In addition, the presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability for costs of remediation and/or personal, property, or natural resources damage or materially adversely affect our ability to sell, lease or develop our properties or to borrow using the properties as collateral. In addition, environmental laws may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
We obtain Phase I, or Phase II as appropriate and permitted by the seller, or similar environmental site assessments conducted by independent environmental consultants on most of our properties at the time of their acquisition or in connection with subsequent financings, however, these assessments are limited in scope and are not updated in the ordinary course of business absent a specific need and therefore, may not reveal all environmental conditions affecting a property. This may expose us to liability related to unknown or unanticipated environmental matters. Unless required by applicable laws or regulations, we may not further investigate, remedy or ameliorate the liabilities disclosed in the existing Phase I’s or similar environmental site assessments, and this failure may expose us to liability in the future. While we maintain portfolio environmental and some site-specific insurance policies, they may be insufficient to cover any such environmental costs and liabilities.
Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property, or adjacent properties, for commercial or industrial purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such material known or suspected to exist at a number of our properties
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which may result in further investigation, remediation, or deed restrictions. Further, certain of our properties are adjacent to or near other properties that have contained or currently contain petroleum or other hazardous substances, or at which others have engaged or may engage in activities that may release such hazardous substances. Adjacent property uses are identified in standard ASTM procedures in Phase I environmental studies, and if warranted based on adjacent property concerns a Phase II environmental study may be obtained. In addition to a blanket environmental insurance policy, as needed, we may obtain environmental insurance policies on commercially reasonable terms that provide coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. However, these policies are subject to certain limits, deductibles and exclusions, and insurance may not fully compensate us for any environmental liability. From time to time, we may acquire properties with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. We usually perform a Phase I environmental site assessment at any property we are considering acquiring. Phase I environmental site assessments are limited in scope and do not involve sampling of soil, soil vapor, or groundwater, and these assessments may not include or identify all potential environmental liabilities or risks associated with the property. Even where subsurface investigation is performed, it can be very difficult to ascertain the full extent of environmental contamination or the costs that are likely to flow from such contamination. We cannot assure you that the Phase I environmental site assessment or other environmental studies identified all potential environmental liabilities, or that we will not face significant remediation costs or other environmental contamination that makes it difficult to sell any affected properties. Also, we have not always implemented actions recommended by these assessments, and recommended investigation and remediation of known or suspected contamination has not always been performed. Contamination may exist at many of our properties, and governmental regulators or third parties could seek to force us to contribute to investigation or remediation or known or suspected contamination. As a result, we could potentially incur material liability for these issues.
Environmental laws also govern the presence, maintenance and removal of asbestos-containing building materials, or ACBM, and may impose fines and penalties for failure to comply with these requirements. Such laws require that owners or operators of buildings containing ACBM (and employers in such buildings) properly manage and maintain the asbestos, adequately notify or train those who may come into contact with asbestos, and undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building. In addition, the presence of ACBM in our properties may expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos).
In addition, the properties in our portfolio also are subject to various federal, state and local environmental, health and safety requirements, such as state and local fire requirements. Moreover, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental, health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us. In addition, changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us. Further, these environmental, health and safety laws could become more stringent in the future, and this could subject us or our tenants to new or greater liability.
We cannot assure you that remedial measures and other costs or liabilities incurred as a result of environmental issues will be immaterial to our overall financial position. If we do incur material environmental liabilities in the future, we may face significant remediation costs, and we may find it difficult to sell any affected properties.
Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs of remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury is alleged to have occurred.
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We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties.
Our properties are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances and zoning restrictions, may restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations to any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief.
In addition, federal and state laws and regulations, including laws such as the Americans with Disabilities Act and parallel California Statutes, or ADA, and the Fair Housing Amendment Act of 1988, or FHAA, impose further restrictions on our properties and operations. Under the ADA and the FHAA, all public accommodations must meet federal requirements related to access and use by disabled persons. Some of our properties may currently be in non-compliance with the ADA or the FHAA. If one or more of the properties in our portfolio is not in compliance with the ADA, the FHAA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance, including the removal of access barriers, and we might incur governmental fines or the award of damages to private litigants. In addition, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures.
Furthermore, while leases with our tenants generally include provisions to obligate the tenants to comply with all laws and operate within a defined use, there is no guaranty that the tenants will comply with the terms of their leases. We may incur costs to bring a property into legal compliance even though the tenant may have been contractually required to comply and pay for the cost of compliance. Our tenants may disregard the use restrictions contained in the leases and conduct operations not contemplated by the lease, such as prohibited uses related to cannabis or highly hazardous uses, for example, despite our efforts to prohibit certain uses.
Under California energy efficiency standards, enacted and periodically amended, including, without limitation, Title 24 or The Energy Efficiency Standards for Residential and Nonresidential Buildings, building owners may incur increased costs to renovate properties in order to meet changing energy efficiency standards and make energy usage disclosures. If we are required to make unanticipated expenditures or substantial modifications to our properties, our financial condition, cash flows, results of operations, the market price of our shares of common stock and preferred stock and our ability to make distributions to our stockholders could be adversely affected. We may incur additional costs collecting and reporting energy usage data from our tenants and properties in order to comply with such energy efficiency standards.
Risks Related to Our Organizational Structure
Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of common units, which may impede business decisions that could benefit our stockholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any partner thereof, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, we, as the general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Maryland law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership. Our fiduciary duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our company.
Under Maryland law, a general partner of a Maryland limited partnership has fiduciary duties of loyalty and care to the partnership and its partners and must discharge its duties and exercise its rights as general partner under the partnership agreement or Maryland law consistent with the obligation of good faith and fair dealing. The partnership agreement provides that, in the event of a conflict between the interests of our Operating Partnership or any partner, on the one hand, and the separate interests of our company or our stockholders, on the other hand, we, in our capacity as the general partner of our Operating Partnership, may give priority to the separate interests of our company or our stockholders (including with respect to tax consequences to limited partners, assignees or our stockholders), and, in the event of such a conflict, any action or failure to act on our part or on the part of our directors that gives priority to the separate interests of our company or our stockholders that does not result in a violation of the contract rights of the limited partners of our Operating Partnership under its partnership agreement does not violate the duty of loyalty or any other duty that we, in our capacity as the general partner of our Operating Partnership, owe to our Operating Partnership and its partners or violate the obligation of good faith and fair dealing.
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Additionally, the partnership agreement provides that we generally will not be liable to our Operating Partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of our Operating Partnership or for the obligations of the Operating Partnership under the partnership agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to our Operating Partnership or in connection with a redemption.  Our Operating Partnership must indemnify us, our directors and officers, officers of our Operating Partnership and our designees from and against any and all claims that relate to the operations of our Operating Partnership, unless (1) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the person actually received an improper personal benefit in violation or breach of the partnership agreement or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our Operating Partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our Operating Partnership is not required to indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the partnership agreement) or if the person is found to be liable to our Operating Partnership on any portion of any claim in the action. No reported decision of a Maryland appellate court has interpreted provisions similar to the provisions of the partnership agreement of our Operating Partnership that modify and reduce our fiduciary duties or obligations as the general partner or reduce or eliminate our liability to our Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties and obligations that would be in effect were it not for the partnership agreement.
Some of our directors and executive officers have outside business interests, including interests in real estate-related businesses, and, therefore, may have conflicts of interest with us.
Certain of our executive officers and directors have outside business interests, including interests in real estate-related businesses, and may own equity securities of public and private real estate companies. Our executive officers’ and directors’ interests in these entities could create a conflict of interest, especially when making determinations regarding our renewal of leases with tenants subject to these leases. Our executive officers’ involvement in other businesses and real estate-related activities could divert their attention from our day-to-day operations, and state law may limit our ability to enforce any non-compete agreements.
We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.
Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. As a result, we may issue classes or series of common stock or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our board of directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Certain provisions of the Maryland General Corporation Law (“MGCL”), may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
•“Business combination” provisions that, subject to certain exceptions, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on
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which the stockholder becomes an interested stockholder, and thereafter impose fair price or supermajority stockholder voting requirements on these combinations; and
•“Control share” provisions that provide that holders of “control shares” of our company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise voting power in the election of directors within one of three increasing ranges) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of the voting power of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, our bylaws provide that we will not be subject to the control share provisions of the MGCL and our board of directors has, by resolution, exempted us from the business combination between us and any other person. However, we cannot assure you that our board of directors will not revise the bylaws or such resolution in order to be subject to such business combination and control share provisions in the future. Notwithstanding the foregoing, an alteration or repeal of the board resolution exempting such business combinations will not have any effect on any business combinations that have been consummated or upon any agreements existing at the time of such modification or repeal.
Certain provisions of the MGCL permit the board of directors of a Maryland corporation with at least three independent directors and a class of stock registered under the Exchange Act without stockholder approval and regardless of what is currently provided in its charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for our company or of delaying, deferring or preventing a change in control under circumstances that otherwise could provide the holders of shares of our stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby it elects to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on the board of directors.
Certain provisions in the partnership agreement of our Operating Partnership may delay or prevent unsolicited acquisition of us.
Provisions of the partnership agreement of our Operating Partnership may delay or make more difficult unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders or limited partners might consider such proposals, if made, desirable. These provisions include, among others:
•redemption rights of qualifying parties;
•a requirement that we may not be removed as the general partner of our Operating Partnership without our consent;
•transfer restrictions on common units;
•our ability, as general partner, in some cases, to amend the partnership agreement and to cause our Operating Partnership to issue additional partnership interests with terms that could delay, defer or prevent a merger or other change of control of us or our Operating Partnership without the consent of our stockholders or the limited partners; and
•the right of the limited partners to consent to certain transfers of our general partnership interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise).
Our charter and bylaws, the partnership agreement of our Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Tax Matters Agreements limit our ability to sell or otherwise dispose of certain properties, even though a sale or disposition may otherwise be in our stockholders’ best interest.
In connection with certain tax-deferred property contribution transactions in exchange for partnership interests in our Operating Partnership and also in connection with our formation transactions, we entered into tax matters agreements (the “Tax Matters Agreements”) with certain limited partners of our Operating Partnership, including Messrs. Ziman, Schwimmer and Frankel in connection with the IPO, that provide that if we dispose of any interest with respect to certain properties in our portfolio in a taxable transaction during a certain period after the applicable transaction, our Operating Partnership will indemnify such limited partners for their tax liabilities attributable to their share of the built-in gain that existed with respect to such property interest as of the time of the applicable transaction and tax liabilities incurred as a result of the indemnification payment. These Tax Matters Agreements generally provide that, subject to certain exceptions and limitations, the indemnification rights under the
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agreement will terminate for any such protected partner that sells, exchanges or otherwise disposes of more than 50% of his or her common units or other applicable units. We have no present intention to sell or otherwise dispose of these properties or interest therein in taxable transactions during the restriction period. If we were to trigger the tax protection provisions under any such agreement, our Operating Partnership would be required to pay damages in the amount of the taxes owed by these limited partners (plus, in some cases, additional damages in the amount of the taxes incurred as a result of such payment). As a result, although it may otherwise be in our stockholders’ best interest that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations.
Tax Matters Agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Certain Tax Matters Agreements provide that, during a certain period after the applicable transaction (in the case of the IPO, the period beginning from the date of the completion of our IPO (July 24, 2013) through the period ending on the twelfth anniversary of our IPO (July 24, 2025)), our Operating Partnership will offer certain limited partners the opportunity to guarantee its debt, and following such period, our Operating Partnership will use commercially reasonable efforts to provide such limited partners who continue to own at least 50% of the common units or other applicable units they originally received in the applicable transactions with debt guarantee opportunities. Our Operating Partnership will be required to indemnify such limited partners for their tax liabilities resulting from our failure to make such opportunities available to them (plus, in some cases, an additional amount equal to the taxes incurred as a result of such indemnity payment). Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in connection with the applicable transactions. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business.
Our board of directors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:     
•actual receipt of an improper benefit or profit in money, property or services; or
•active and deliberate dishonesty by the director or officer that was established by a final judgment and was material to the cause of action adjudicated.
In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law in effect from time to time. Generally, Maryland law permits a Maryland corporation to indemnify its present and former directors and officers except in instances where the person seeking indemnification acted in bad faith or with active and deliberate dishonesty, actually received an improper personal benefit in money, property or services or, in the case of a criminal proceeding, had reasonable cause to believe that his or her actions were unlawful. Under Maryland law, a Maryland corporation also may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or for a judgment of liability on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, our stockholders’ ability to recover damages from such director or officer will be limited.
26

We are a holding company with no direct operations and, as such, we will rely on funds received from our Operating Partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our Operating Partnership and its subsidiaries.
We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have, apart from an interest in our Operating Partnership, any independent operations. As a result, we rely on distributions from our Operating Partnership to continue to pay any dividends we might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
Our Operating Partnership may issue additional common units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.
As of December 31, 2022, we owned 96.2% of the outstanding common units in our Operating Partnership and we may, in connection with future acquisitions of properties or otherwise, cause our Operating Partnership to issue additional common units to third parties. In addition, in connection with our issuances of preferred stock, our Operating Partnership has issued to us preferred units and may issue additional preferred units to us in the future. Furthermore, the Operating Partnership has issued and in the future may issue additional common units and/or preferred units to third parties in connection with acquisitions or otherwise. Existing preferred units have and any future preferred units may have preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with the common units and are structurally senior to our common stock. Such issuances would reduce our ownership percentage in our Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.
Risks Related to Our Status as a REIT
Failure to maintain our qualification as a REIT would have significant adverse consequences to us and the per share trading price of our common stock.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our initial taxable year ended December 31, 2013. We intend to continue to meet the requirements for taxation as a REIT.  We have not requested and do not plan to request a ruling from the Internal Revenue Service (“IRS”) that we qualify as a REIT, and the statements in this Form 10-K are not binding on the IRS or any court. Therefore, we cannot guarantee that we will qualify as a REIT, or that we will remain qualified as such in the future. If we were to fail to qualify as a REIT in any taxable year, we will face serious tax consequences that would substantially reduce the funds available for distribution to you for each of the years involved because:
•we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to regular federal corporate income tax at regular corporate rates;tax;


•we also could be subject to the federal alternative minimum tax for tax years prior to 2018 and possibly increased state and local taxes; and
•unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital.  capital and could materially and adversely affect the value of our common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Code, or the Treasury Regulations, is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95%requirements regarding the sources of our gross income in any year must be derived from qualifying sources, such as “rents from real property.”income. Also, we must make distributions to stockholders aggregating annually at
27

least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property in a prohibited transaction as a dealer.described below. In addition, our taxable REIT subsidiary will be subject to tax as a regular corporation in the jurisdictions it operates.
If our operating partnershipOperating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
We believe that our operating partnershipOperating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, our operating partnershipOperating Partnership will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our operating partnership’sOperating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our operating partnershipOperating Partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnershipOperating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of our operating partnershipOperating Partnership or any subsidiary partnerships to qualify as a partnership could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.
Our taxable REIT subsidiaries will be subject to federal income tax, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiaries are not conducted on arm’s length terms.
We own an interest in one or more taxable REIT subsidiaries, and may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an arm’s length basis.
For taxable years beginning after December 31, 2017, not    Not more than 20% of the value of our total assets may be represented by securities of taxable REIT subsidiaries. We anticipate that the aggregate value of the stock and other securities of any taxable REIT subsidiaries that we own will be less than 20% of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable asset test limitations.


To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income (determined without regard to the deduction for dividends paid) each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Accordingly, we may not be able to retain sufficient cash flow from operations to meet our debt service requirements and repay our debt. Therefore, we may need to raise
28

additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed. Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. Under the 2017 Tax Reform Act,current law, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs.  
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unlesssuch characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determinationharbors), and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could have an adverse effect on our business results, profitability and ability to execute our business plan. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.


Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The 2017 Tax Reform Act has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the 2017 Tax Reform Act that could affect the Company and its stockholders include:
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• temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;

• permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;

• permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;

• reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

• limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of our REIT taxable income (determined without regard to the dividends paid deduction);

• generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers that engage in certain real estate businesses (including most equity REITs) and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and

• eliminating the corporate alternative minimum tax.
Many of these changes that are applicable to us or our stockholders are effective beginning with our 2018 taxable year, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.
While some of the changes made by the 2017 Tax Reform Act may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. The Company continues to work with its tax advisors and auditors to determine the full impact that the 2017 Tax Reform Act as a whole will have on the Company.

Item 1B. Unresolved Staff Comments
None.




Item 2. Properties


As of December 31, 2017,2022, our consolidated portfolio consistsconsisted of 151356 wholly-owned properties located in Southern California infill markets totaling approximately 18.542.4 million rentable square feet.
The table below sets forth relevant information with respect to the operating properties in our consolidated portfolio as of December 31, 2017.2022.
Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
Los Angeles – Greater San Fernando Valley          
10635 Vanowen St.Burbank1Warehouse / Light Manufacturing197731,037 0.1 %4 100.0 %$588,586 0.1 %$18.96 
2980 & 2990 N San Fernando RoadBurbank2Warehouse / Light Manufacturing1950 / 2004130,800 0.3 %1 100.0 %$1,427,291 0.3 %$10.91 
901 W. Alameda Ave.Burbank1Light Industrial / Office1969 / 200944,924 0.1 %3 100.0 %$1,730,356 0.3 %$38.52 
9120 Mason Ave.Chatsworth1Warehouse / Distribution1967 / 1999319,348 0.8 %2 100.0 %$3,044,154 0.6 %$9.53 
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne StreetChatsworth7Warehouse / Distribution1979 / 1980153,236 0.4 %10 90.6 %$2,021,326 0.4 %$14.55 
9171 Oso AvenueChatsworth1Warehouse / Light Manufacturing198065,560 0.2 %1 100.0 %$708,048 0.1 %$10.80 
9200 Mason AvenueChatsworth1Warehouse / Light Manufacturing196880,410 0.2 %1 100.0 %$820,182 0.2 %$10.20 
9230 Mason AvenueChatsworth1Warehouse / Distribution197454,000 0.1 %1 100.0 %$434,160 0.1 %$8.04 
9250 Mason AvenueChatsworth1Warehouse / Light Manufacturing197756,292 0.1 %1 100.0 %$444,316 0.1 %$7.89 
21415-21605 Plummer StreetChatsworth2Light Industrial / Office1986231,769 0.5 %3 82.5 %$4,899,749 0.9 %$25.63 
19900 Plummer StreetChatsworth1Light Industrial / Office198343,472 0.1 %1 100.0 %$991,459 0.2 %$22.81 
900-920 Allen AvenueGlendale2Warehouse / Light Manufacturing1942 - 199568,630 0.2 %2 100.0 %$1,105,851 0.2 %$16.11 
3550 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd.Los Angeles8Warehouse / Distribution1966, 1992, 1993, 1994474,475 1.1 %25 98.9 %$6,976,028 1.3 %$14.87 
3116 W. Avenue 32Los Angeles1Warehouse / Distribution1974100,500 0.2 %1 100.0 %$1,118,468 0.2 %$11.13 
7900 Nelson Rd.Los Angeles1Warehouse / Distribution1998 / 2015202,905 0.5 %3 100.0 %$2,180,631 0.4 %$10.75 
3340 San Fernando RoadLos Angeles—Warehouse / Excess Landn/a— — %— — %$— — %$— 
2800 Casitas AvenueLos Angeles1Warehouse / Light Manufacturing1999117,000 0.3 %2 100.0 %$907,413 0.2 %$7.76 
12154 Montague StreetPacoima1Warehouse / Light Manufacturing1974123,974 0.3 %2 100.0 %$1,658,086 0.3 %$13.37 
14200-14220 Arminta StreetPanorama1Warehouse / Light Manufacturing2006200,003 0.5 %1 100.0 %$2,675,378 0.5 %$13.38 
7815 Van Nuys BlvdPanorama City1Warehouse / Excess Land196043,101 0.1 %6 100.0 %$675,387 0.1 %$15.67 
30

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
Los Angeles - Greater San Fernando Valley                    
901 W. Alameda Ave. Burbank 1 Creative Office 1969 / 2009 44,924
 0.2% 3
 100.0% $1,493,051
 1.0% $33.24
 
10635 Vanowen St. Burbank 1 Warehouse / Light Manufacturing 1977 31,037
 0.2% 4
 100.0% $394,840
 0.3% $12.72
 
2980 & 2990 N San Fernando Road Burbank 2 Warehouse / Light Manufacturing 1950 / 2004 130,800
 0.7% 1
 100.0% $1,231,194
 0.8% $9.41
 
9120 Mason Ave. Chatsworth 1 Warehouse / Distribution 1967 / 1999 319,348
 1.7% 1
 100.0% $1,900,180
 1.2% $5.95
 
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street Chatsworth 7 Warehouse / Distribution 1979 / 1980 153,236
 0.8% 9
 90.6% $1,142,255
 0.7% $8.23
 
700 Allen Ave. and 1830 Flower St. Glendale 3 Creative Office 1949, 1961 / 2011-2012 25,168
 0.1% 1
 100.0% $781,820
 0.5% $31.06
 
3550 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd. Los Angeles 8 Warehouse / Distribution 1966, 1992, 1993, 1994 474,183
 2.6% 28
 100.0% $5,211,285
 3.3% $10.99
 
3116 W. Avenue 32 Los Angeles 1 Warehouse / Distribution 1974 100,500
 0.6% 1
 100.0% $964,800
 0.6% $9.60
 
7900 Nelson Rd. Los Angeles 1 Warehouse / Distribution 1998 / 2015 202,905
 1.1% 2
 100.0% $1,795,916
 1.1% $8.85
 
121-125 N. Vinedo Ave. Pasadena 1 Warehouse / Light Manufacturing 1953 / 1993 48,381
 0.3% 1
 100.0% $594,291
 0.4% $12.28
 
89-91 N. San Gabriel Blvd., 2670-2674 Walnut Ave., 2675 Nina St. Pasadena 5 Light Manufacturing / Flex 1947, 1985 / 2009 31,619
 0.2% 4
 100.0% $667,499
 0.4% $21.11
 
1050 Arroyo Ave. San Fernando 1 Warehouse / Light Manufacturing 1969 / 2012 76,993
 0.4% 1
 100.0% $609,045
 0.4% $7.91
 
605 8th Street San Fernando 1 Warehouse / Distribution 1991 / 2015 55,715
 0.3% 1
 100.0% $468,273
 0.3% $8.40
 
24935 & 24955 Avenue Kearny Santa Clarita 2 Warehouse / Distribution 1988 138,980
 0.8% 2
 100.0% $1,024,663
 0.7% $7.37
 
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave. Sylmar 2 Warehouse / Light Manufacturing 1969, 2008 / 2016 134,030
 0.7% 9
 100.0% $1,175,211
 0.8% $8.77
 
18310-18330 Oxnard St. Tarzana 2 Warehouse / Light Manufacturing 1973 75,288
 0.4% 21
 96.2% $982,863
 0.6% $13.58
 
28340 - 28400 Avenue Crocker Valencia 1 Warehouse / Light Manufacturing 1987 / 2006 90,722
 0.5% 2
 100.0% $680,903
 0.4% $7.51
 
28159 Avenue Stanford Valencia 1 Light Industrial / Office 1987 / 2008 79,247
 0.4% 12
 86.8% $1,043,782
 0.7% $15.17
 
28901-28903 Avenue Paine(6)
 Valencia 1 Warehouse / Distribution 1999 111,346
 0.6% —
 —% $—
 —% $—
 
15041 Calvert St. Van Nuys 1 Warehouse / Light Manufacturing 1971 81,282
 0.4% 1
 100.0% $517,530
 0.3% $6.37
 
14723-14825 Oxnard St. Van Nuys 6 Warehouse / Light Manufacturing 1964 / 1968 77,790
 0.4% 64
 100.0% $1,064,999
 0.7% $13.69
 
8101-8117 Orion Ave. Van Nuys 1 Warehouse / Light Manufacturing 1978 48,394
 0.3% 25
 100.0% $698,478
 0.4% $14.43
 


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
14350 Arminta StreetPanorama City1Warehouse / Light Manufacturing200618,147 — %1 100.0 %$311,773 0.1 %$17.18 
121-125 N. Vinedo Ave.Pasadena1Warehouse / Light Manufacturing1953 / 199348,381 0.1 %1 100.0 %$685,159 0.1 %$14.16 
1050 Arroyo Ave.San Fernando1Warehouse / Light Manufacturing1969 / 201276,993 0.2 %2 100.0 %$756,310 0.1 %$9.82 
605 8th StreetSan Fernando1Warehouse / Distribution1991 / 2015, 202055,715 0.1 %1 100.0 %$688,637 0.1 %$12.36 
525 Park AvenueSan Fernando1Warehouse / Distribution200363,403 0.2 %2 100.0 %$1,088,981 0.2 %$17.18 
1145 Arroyo AvenueSan Fernando1Warehouse / Light Manufacturing1989147,019 0.4 %2 74.9 %$1,287,849 0.2 %$11.69 
1150 Aviation PlaceSan Fernando1Warehouse / Light Manufacturing1989147,000 0.3 %1 100.0 %$1,358,675 0.2 %$9.24 
1175 Aviation PlaceSan Fernando1Warehouse / Distribution198992,455 0.2 %1 100.0 %$933,499 0.2 %$10.10 
1245 Aviation PlaceSan Fernando1Warehouse / Distribution1989132,936 0.3 %1 100.0 %$1,130,488 0.2 %$8.50 
635 8th StreetSan Fernando1Warehouse / Distribution198972,250 0.2 %2 100.0 %$904,613 0.2 %$12.52 
24935 & 24955 Avenue KearnySanta Clarita2Warehouse / Distribution1988138,980 0.3 %2 100.0 %$1,337,216 0.2 %$9.62 
25413 Rye Canyon RoadSanta Clarita1Warehouse / Light Manufacturing198148,158 0.1 %1 60.2 %$281,108 0.1 %$9.70 
24903 Avenue KearnySanta Clarita1Warehouse / Distribution1988214,436 0.5 %1 100.0 %$2,067,335 0.4 %$9.64 
12838 Saticoy StreetNorth Hollywood1Warehouse / Excess Land1954100,390 0.2 %1 100.0 %$1,240,820 0.2 %$12.36 
9750-9770 San Fernando RoadSun Valley1Industrial Outdoor Storage195235,624 0.1 %1 100.0 %$568,504 0.1 %$15.96 
11076-11078 Fleetwood StreetSun Valley1Warehouse / Light Manufacturing197425,878 0.1 %1 100.0 %$535,553 0.1 %$20.70 
11308-11350 Penrose StreetSun Valley1Warehouse / Distribution1974151,604 0.4 %7 100.0 %$1,584,919 0.3 %$10.45 
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.Sylmar2Warehouse / Distribution1969, 2008 / 2016134,030 0.3 %9 100.0 %$1,807,297 0.3 %$13.48 
12772 San Fernando RoadSylmar2Warehouse / Light Manufacturing1964 / 2013140,837 0.3 %2 51.7 %$1,678,581 0.3 %$23.06 
13943-13955 Balboa BlvdSylmar1Warehouse / Distribution2000208,495 0.5 %2 76.9 %$1,779,243 0.3 %$11.10 
18310-18330 Oxnard St.Tarzana2Warehouse / Light Manufacturing197375,938 0.2 %23 98.4 %$1,428,357 0.3 %$19.11 
28340 - 28400 Avenue CrockerValencia1Warehouse / Distribution1987 / 2006 / 201590,722 0.2 %2 100.0 %$805,035 0.1 %$8.87 
28901-28903 Avenue Paine(6)
Valencia1Warehouse / Distribution1999 / 2018, 2022223,195 0.5 %2 100.0 %$2,245,048 0.4 %$10.06 
29003 Avenue ShermanValencia1Warehouse / Distribution2000 / 201968,123 0.2 %1 100.0 %$615,755 0.1 %$9.04 
28454 Livingston AvenueValencia1Warehouse / Light Manufacturing2007134,287 0.3 %1 100.0 %$1,795,060 0.3 %$13.37 
28510 Industry DriveValencia1Warehouse / Distribution201746,778 0.1 %1 100.0 %$452,596 0.1 %$9.68 
29010 Avenue PaineValencia1Light Industrial / Office2000100,157 0.2 %1 100.0 %$982,720 0.2 %$9.81 
29010 Commerce Center DriveValencia1Light Industrial / Office2002117,151 0.3 %1 100.0 %$1,187,349 0.2 %$10.14 
29120 Commerce Center DriveValencia1Warehouse / Light Manufacturing2002135,258 0.3 %2 100.0 %$1,319,979 0.2 %$9.76 
29125 Avenue PaineValencia1Warehouse / Distribution2006175,897 0.4 %1 100.0 %$1,543,507 0.3 %$8.78 
31

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
6701 & 6711 Odessa Ave. Van Nuys 2 Warehouse / Light Manufacturing 1970-1972 / 2012 29,544
 0.2% 2
 100.0% $268,790
 0.2% $9.10
 
28454 Livingston Avenue Valencia 1 Warehouse / Light Manufacturing 2007 134,287
 0.7% 1
 100.0% $1,002,761
 0.6% $7.47
 
525 Park Avenue San Fernando 1 Warehouse / Distribution 2003 63,403
 0.3% 2
 100.0% $497,491
 0.3% $7.85
 
Los Angeles - Greater San Fernando Valley Total 54     2,759,122
 14.9% 198
 95.0% $26,211,920
 16.7% $10.00
 
                        
Los Angeles - San Gabriel Valley                   
425 S. Hacienda Blvd. City of Industry 1 Warehouse / Light Manufacturing 1997 51,823
 0.3% 1
 100.0% $411,876
 0.3% $7.95
 
14955-14971 E. Salt Lake Ave City of Industry 1 Warehouse / Light Manufacturing 1979 126,036
 0.7% 5
 100.0% $1,047,964
 0.7% $8.31
 
15241 - 15277, 15317 - 15339 Don Julian Rd. City of Industry 2 Warehouse / Distribution 1965, 2005 / 2003 241,248
 1.3% 15
 100.0% $2,545,364
 1.6% $10.55
 
15715 Arrow Highway Irwindale 1 Light Manufacturing / Flex 1989 76,000
 0.4% 1
 100.0% $1,047,297
 0.7% $13.78
 
15705, 15709 Arrow Highway & 5220 Fourth St. Irwindale 3 Warehouse / Light Manufacturing 1987 69,592
 0.4% 40
 100.0% $810,607
 0.5% $11.65
 
16321 Arrow Hwy. Irwindale 3 Warehouse / Light Manufacturing 1955 / 2001 64,296
 0.3% 1
 100.0% $603,959
 0.4% $9.39
 
4832-4850 Azusa Canyon Road Irwindale 1 Warehouse / Distribution 2016 87,421
 0.5% 2
 100.0% $697,440
 0.4% $7.98
 
14250-14278 Valley Blvd. La Puente 8 Warehouse / Light Manufacturing 1974 / 2007 99,735
 0.5% 25
 97.5% $992,869
 0.6% $10.21
 
13914-13932 Valley Blvd. La Puente 2 Warehouse / Light Manufacturing 1978, 1988 / 2012 58,084
 0.3% 25
 83.8% $481,515
 0.3% $9.89
 
1400 South Shamrock Monrovia 1 Light Manufacturing / Flex 1957, 1962 / 2004 67,838
 0.4% 1
 100.0% $964,081
 0.6% $14.21
 
280 West Bonita Avenue Pomona 1 Warehouse / Distribution 1983 119,898
 0.7% 1
 100.0% $575,510
 0.4% $4.80
 
2743 Thompson Creek Road Pomona 1 Warehouse / Distribution 1983 245,961
 1.3% 1
 100.0% $1,475,766
 0.9% $6.00
 
3880 West Valley Blvd. Pomona 1 Warehouse / Light Manufacturing 1980 / 2017 108,550
 0.6% 1
 100.0% $911,820
 0.6% $8.40
 
16425 Gale Avenue City of Industry 1 Warehouse / Distribution 1976 325,800
 1.8% 2
 100.0% $1,522,932
 1.0% $4.67
 
10750-10826 Lower Azusa Road El Monte 4 Warehouse / Distribution 1975 79,050
 0.4% 12
 94.9% $710,716
 0.5% $9.47
 
14742-14750 Nelson Avenue(6)
 City of Industry 2 Warehouse / Distribution 1969 147,360
 0.8% —
 —% $—
 —% $—
 
Los Angeles - San Gabriel Valley Total 33     1,968,692
 10.7% 133
 91.7% $14,799,716
 9.5% $8.20
 
                        
Los Angeles - Central                     
6020 Sheila St. Commerce 1 Warehouse / Distribution 2000 70,877
 0.4% 1
 100.0% $1,037,669
 0.7% $14.64
 
6700 S Alameda St. Huntington Park 1 Warehouse / Distribution 1990 / 2008 78,280
 0.4% 1
 100.0% $1,146,052
 0.7% $14.64
 
679-691 S Anderson St. Los Angeles 1 Warehouse / Light Manufacturing 1992 / 2017 47,490
 0.3% 3
 100.0% $565,561
 0.4% $11.91
 
1825-1845 S. Soto Street Los Angeles 2 Warehouse / Light Manufacturing 1993 25,040
 0.1% 1
 100.0% $210,120
 0.1% $8.39
 
8542 Slauson Avenue Pico Rivera 1 Light Industrial / Office 1964 24,679
 0.1% 1
 100.0% $234,156
 0.2% $9.49
 


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
15041 Calvert St.Van Nuys1Warehouse / Light Manufacturing197181,282 0.2 %1 100.0 %$853,949 0.2 %$10.51 
8101-8117 Orion Ave.Van Nuys1Warehouse / Light Manufacturing197848,394 0.1 %23 96.1 %$877,861 0.2 %$18.88 
6701 & 6711 Odessa Ave.Van Nuys2Warehouse / Light Manufacturing1970-1972 / 201229,882 0.1 %1 49.0 %$226,343 — %$15.45 
Van Nuys Airport Industrial CenterVan Nuys18Warehouse / Distribution1961 - 2007463,661 1.1 %29 100.0 %$8,356,059 1.5 %$18.02 
15385 Oxnard StreetVan Nuys6Warehouse / Distribution198871,467 0.2 %3 100.0 %$1,002,772 0.2 %$14.03 
8210-8240 Haskell AvenueVan Nuys3Warehouse / Light Manufacturing1962 - 196453,886 0.1 %— — %$— — %$— 
14243 Bessemer StreetVan Nuys1Warehouse / Distribution198714,299 — %1 100.0 %$264,128 — %$18.47 
7817 Haskell AvenueVan Nuys1Industrial Outdoor Storage19607,327 — %1 100.0 %$621,000 0.1 %$84.76 
Los Angeles – Greater San Fernando Valley Total1026,531,871 15.4 %205 95.3 %$81,010,947 14.8 %$13.01 
Los Angeles – San Gabriel Valley
415-435 Motor AvenueAzusa1Warehouse / Distribution1956 / 202294,321 0.2 %1 100.0 %$2,184,474 0.4 %$23.16 
720-750 Vernon AvenueAzusa3Warehouse / Light Manufacturing195071,692 0.2 %1 100.0 %$891,141 0.2 %$12.43 
425 S. Hacienda Blvd.City of Industry1Warehouse / Light Manufacturing199751,823 0.1 %1 100.0 %$477,480 0.1 %$9.21 
14955-14971 E Salt Lake AveCity of Industry1Warehouse / Distribution1979126,036 0.3 %5 100.0 %$1,487,794 0.3 %$11.80 
15241 - 15277, 15317 - 15339 Don Julian Rd.City of Industry2Warehouse / Distribution1965, 2005 / 2003241,248 0.6 %13 100.0 %$3,979,388 0.7 %$16.50 
14421-14441 Bonelli StreetCity of Industry2Warehouse / Distribution1971148,740 0.3 %1 100.0 %$1,677,029 0.3 %$11.27 
16425 Gale AvenueCity of Industry1Warehouse / Distribution1976325,800 0.8 %2 100.0 %$2,458,491 0.4 %$7.55 
14748-14750 Nelson AvenueCity of Industry2Warehouse / Distribution1969 / 2018201,990 0.5 %13 93.7 %$3,415,310 0.6 %$18.04 
13890 Nelson AvenueCity of Industry1Warehouse / Distribution1982256,993 0.6 %1 100.0 %$2,159,340 0.4 %$8.40 
218 Turnbull CanyonCity of Industry1Warehouse / Distribution1999190,900 0.4 %1 100.0 %$1,233,471 0.2 %$6.46 
15010 Don Julian Road(6)
City of Industry1Redevelopment196392,925 0.2 %— — %$— — %$— 
334 El Encanto RoadCity of Industry1Warehouse / Light Manufacturing196064,368 0.1 %1 100.0 %$1,011,865 0.2 %$15.72 
17031-17037 Green DriveCity of Industry1Warehouse / Distribution196851,000 0.1 %2 100.0 %$622,800 0.1 %$12.21 
14940 Proctor RoadCity of Industry1Light Manufacturing / Flex1962111,927 0.3 %1 100.0 %$1,920,000 0.4 %$17.15 
1020 Bixby DriveCity of Industry1Warehouse / Distribution197756,915 0.1 %1 100.0 %$597,949 0.1 %$10.51 
15650 Don Julian RoadCity of Industry1Warehouse / Distribution200343,392 0.1 %1 100.0 %$625,886 0.1 %$14.42 
15700 Don Julian RoadCity of Industry1Warehouse / Distribution200140,453 0.1 %1 100.0 %$514,536 0.1 %$12.72 
17000 Gale AvenueCity of Industry1Warehouse / Distribution200829,888 0.1 %1 100.0 %$368,398 0.1 %$12.33 
20851 Currier RoadCity of Industry1Warehouse / Distribution199959,412 0.1 %— — %$— — %$— 
10750-10826 Lower Azusa RoadEl Monte4Warehouse / Light Manufacturing197579,050 0.2 %14 97.2 %$1,172,513 0.2 %$15.26 
15715 Arrow HighwayIrwindale1Light Manufacturing / Flex198976,000 0.2 %1 100.0 %$1,915,200 0.3 %$25.20 
32

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
8315 Hanan Way Pico Rivera 1 Warehouse / Distribution 1976 100,692
 0.6% 1
 100.0% $702,481
 0.4% $6.98
 
1938-1946 E. 46th St. Vernon 3 Warehouse / Light Manufacturing 1961, 1983 / 2008-2010 190,663
 1.0% 3
 100.0% $1,463,087
 0.9% $7.67
 
Los Angeles - Central Total 10     537,721
 2.9% 11
 100.0% $5,359,126
 3.4% $9.97
 
                        
Los Angeles - Mid-Counties                     
16221 Arthur St. Cerritos 1 Warehouse / Light Manufacturing 1979 61,372
 0.3% 1
 100.0% $363,548
 0.2% $5.92
 
9220-9268 Hall Rd. Downey 1 Warehouse / Light Manufacturing 2008 176,405
 1.0% 40
 100.0% $1,650,882
 1.1% $9.36
 
14820-14830 Carmenita Road Norwalk 3 Warehouse / Distribution 1970, 2000 198,062
 1.1% 4
 100.0% $1,639,311
 1.0% $8.28
 
9615 Norwalk Blvd.(6)
 Santa Fe Springs 2 Warehouse / Distribution 1975 38,362
 0.2% 1
 100.0% $1,021,070
 0.7% $26.62
 
9641 - 9657 Santa Fe Springs Rd. Santa Fe Springs 3 Warehouse / Distribution 1982 / 2009 106,995
 0.6% 4
 100.0% $979,788
 0.6% $9.16
 
10701-10719 Norwalk Blvd. Santa Fe Springs 2 Warehouse / Distribution 2004 58,056
 0.3% 5
 100.0% $537,592
 0.3% $9.26
 
10950 Norwalk Blvd & 12241 Lakeland Rd. Santa Fe Springs 1 Warehouse / Light Manufacturing 1982 18,995
 0.1% 1
 100.0% $324,635
 0.2% $17.09
 
12247 Lakeland Road Santa Fe Springs 1 Warehouse / Light Manufacturing 1971 / 2016 24,875
 0.1% 1
 100.0% $328,977
 0.2% $13.23
 
12907 Imperial Highway Santa Fe Springs 1 Warehouse / Distribution 1997 101,080
 0.5% 1
 100.0% $707,760
 0.5% $7.00
 
14944, 14946, 14948 Shoemaker Ave. Santa Fe Springs 3 Warehouse / Light Manufacturing 1978 / 2012 85,950
 0.5% 25
 100.0% $765,391
 0.5% $8.91
 
Los Angeles - Mid-Counties Total 18     870,152
 4.7% 83
 100.0% $8,318,954
 5.3% $9.56
 
                        
Los Angeles - South Bay                     
1065 E. Walnut Ave. Carson 1 Warehouse / Light Manufacturing 1974 172,420
 0.9% 2
 100.0% $2,010,377
 1.3% $11.66
 
18118-18120 S. Broadway Carson 3 Warehouse / Distribution 1957 / 1989, 2017 78,183
 0.4% 5
 100.0% $707,352
 0.5% $9.05
 
17000 Kingsview Ave/800 Sandhill Ave Carson 1 Warehouse / Distribution 1984 100,121
 0.5% 2
 100.0% $840,226
 0.5% $8.39
 
311, 319, 329 & 333 157th Street Gardena 4 Warehouse / Light Manufacturing 1960-1971 / 2006-2011 48,000
 0.3% 3
 58.3% $237,981
 0.2% $8.50
 
13225 S. Western Avenue Gardena 1 Warehouse / Light Manufacturing 1955 21,010
 0.1% 1
 100.0% $104,388
 0.1% $4.97
 
240 W Ivy Avenue Inglewood 1 Warehouse / Distribution 1981 45,685
 0.3% 5
 96.0% $471,070
 0.3% $10.74
 
687 N Eucalyptus Avenue Inglewood 1 Warehouse / Distribution 2017 143,436
 0.8% 1
 100.0% $2,202,261
 1.4% $15.35
 
1661 240th St. Los Angeles 1 Warehouse / Distribution 1975 / 1995 96,616
 0.5% 1
 100.0% $671,453
 0.4% $6.95
 
11120, 11160, 11200 Hindry Ave Los Angeles 3 Warehouse / Distribution 1992 / 1994 63,654
 0.3% 14
 100.0% $974,667
 0.6% $15.31
 
15401 S. Figueroa Street(6)
 Los Angeles 1 Warehouse / Light Manufacturing 1964 38,584
 0.2% 1
 100.0% $194,838
 0.1% $5.05
 
4175 E Conant Street Long Beach 1 Light Industrial / Office 2015 142,593
 0.8% 1
 100.0% $1,895,023
 1.2% $13.29
 
2588 & 2605 Industry Way Lynwood 2 Warehouse / Light Manufacturing 1969 / 1971 164,662
 0.9% 1
 100.0% $1,394,271
 0.9% $8.47
 
6423-6431 & 6407-6119 Alondra Blvd. Paramount 2 Warehouse / Light Manufacturing 1986 30,224
 0.2% 10
 100.0% $290,028
 0.2% $9.60
 


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
15705, 15709 Arrow Highway & 5220 Fourth St.Irwindale3Warehouse / Light Manufacturing198769,592 0.2 %38 100.0 %$1,093,084 0.2 %$15.71 
16321 Arrow Hwy.Irwindale3Warehouse / Light Manufacturing1955 / 200164,296 0.1 %1 100.0 %$700,154 0.1 %$10.89 
4832-4850 Azusa Canyon RoadIrwindale1Warehouse / Distribution201687,421 0.2 %2 100.0 %$1,081,764 0.2 %$12.37 
4416 Azusa Canyon Road(6)
Irwindale—Redevelopment1956— — %— — %$— — %$— 
2391-2393 Bateman AvenueIrwindale1Warehouse / Light Manufacturing200565,605 0.2 %1 100.0 %$921,094 0.2 %$14.04 
14005 Live Oak AvenueIrwindale1Light Industrial / Office199256,510 0.1 %1 100.0 %$847,650 0.2 %$15.00 
4500 Azusa Canyon RoadIrwindale1Warehouse / Excess Land195077,266 0.2 %1 100.0 %$2,178,000 0.4 %$28.19 
14250-14278 Valley Blvd.La Puente8Warehouse / Light Manufacturing1974 / 2007100,346 0.2 %27 96.9 %$1,377,318 0.3 %$14.16 
1400 South ShamrockMonrovia1Light Manufacturing / Flex1957, 1962 / 200467,838 0.2 %1 100.0 %$1,117,634 0.2 %$16.48 
280 West Bonita AvenuePomona1Warehouse / Distribution1983119,898 0.3 %1 100.0 %$1,037,358 0.2 %$8.65 
2743 Thompson Creek RoadPomona1Warehouse / Distribution1983245,961 0.6 %1 100.0 %$1,824,047 0.3 %$7.42 
3880 West Valley Blvd.Pomona1Warehouse / Distribution1980 / 2017108,550 0.3 %1 100.0 %$2,019,030 0.4 %$18.60 
1601 Mission BlvdPomona1Warehouse / Distribution1952751,528 1.8 %2 100.0 %$4,305,254 0.8 %$5.73 
Los Angeles – San Gabriel Valley Total524,229,684 10.0 %139 96.0 %$47,215,452 8.7 %$11.63 
Los Angeles – Central
6020 Sheila St.Commerce1Cold Storage / Distribution200070,877 0.2 %1 100.0 %$1,202,943 0.2 %$16.97 
5300 Sheila StreetCommerce1Warehouse / Distribution1975695,120 1.6 %1 100.0 %$5,588,030 1.0 %$8.04 
6100 Sheila StreetCommerce1Cold Storage / Distribution196080,091 0.2 %7 100.0 %$1,655,696 0.3 %$20.67 
6277-6289 Slauson AvenueCommerce3Warehouse / Distribution1962 - 1977315,719 0.7 %3 100.0 %$2,453,487 0.5 %$7.77 
6687 Flotilla StreetCommerce1Warehouse / Light Manufacturing1956120,000 0.3 %1 100.0 %$1,305,216 0.2 %$10.88 
2553 Garfield AvenueCommerce1Warehouse / Light Manufacturing195425,615 0.1 %1 100.0 %$127,200 — %$4.97 
6655 East 26th StreetCommerce1Warehouse / Light Manufacturing196547,500 0.1 %1 100.0 %$387,600 0.1 %$8.16 
6027 Eastern Avenue(6)
Commerce—Redevelopment1946— — %— — %$— — %$— 
6996-7044 Bandini BlvdCommerce2Warehouse / Light Manufacturing1968112,944 0.3 %2 100.0 %$1,879,328 0.3 %$16.64 
6000-6052 & 6027-6029 Bandini BlvdCommerce2Warehouse / Distribution2016182,782 0.4 %3 100.0 %$2,236,504 0.4 %$12.24 
6700 S Alameda St.Huntington Park1Cold Storage / Distribution1990 / 200878,280 0.2 %1 100.0 %$1,328,588 0.2 %$16.97 
679-691 S Anderson St.Los Angeles1Warehouse / Light Manufacturing1992 / 201747,490 0.1 %3 100.0 %$954,056 0.2 %$20.09 
1825-1845 S Soto StreetLos Angeles2Warehouse / Light Manufacturing199325,040 0.1 %1 100.0 %$369,784 0.1 %$14.77 
1515 15th StreetLos Angeles1Warehouse / Light Manufacturing1977246,588 0.6 %1 100.0 %$2,622,545 0.5 %$10.64 
2750 Alameda StreetLos Angeles2Warehouse / Light Manufacturing1961 - 1980164,026 0.4 %4 88.0 %$1,257,553 0.2 %$8.72 
33

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
7110 Rosecrans Ave. Paramount 1 Warehouse / Light Manufacturing 1972 / 2015 73,439
 0.4% 2
 100.0% $575,523
 0.4% $7.84
 
2301-2329, 2331-2359, 2361-2399, 2370-2398 & 2332-2366 E Pacifica Place; 20001-20021 Rancho Way Rancho Dominguez 6 Warehouse / Distribution 1989 1,170,806
 6.3% 23
 99.0% $7,740,313
 4.9% $6.68
 
19402 S. Susana Road Rancho Dominguez 1 Warehouse / Light Manufacturing 1957 15,433
 0.1% 1
 100.0% $236,520
 0.1% $15.33
 
20920-20950 Normandie Ave. Torrance 2 Warehouse / Light Manufacturing 1989 49,519
 0.3% 29
 100.0% $626,226
 0.4% $12.65
 
24105 Frampton Avenue Torrance 1 Warehouse / Light Manufacturing 1974 / 2016 49,841
 0.3% 1
 100.0% $418,904
 0.3% $8.40
 
1500-1510 W. 228th St. Torrance 8 Warehouse / Light Manufacturing 1963 / 1968, 2017 88,971
 0.5% 9
 96.3% $819,445
 0.5% $9.56
 
301-445 Figueroa Street(6)
 Wilmington 1 Warehouse / Distribution 1972 133,650
 0.7% 6
 41.1% $471,376
 0.3% $8.59
 
Los Angeles - South Bay Total 42     2,726,847
 14.8% 118
 95.8% $22,882,242
 14.6% $8.76
 
                        
Orange County - North                   
1100-1170 Gilbert St. & 2353-2373 La Palma Ave. Anaheim 6 Warehouse / Light Manufacturing 1972 / 1990 / 2013 120,313
 0.7% 21
 100.0% $1,391,633
 0.9% $11.57
 
1631 N. Placentia Ave., 2350 - 2384 E. Orangethorpe Ave. Anaheim 2 Warehouse / Light Manufacturing 1973 / 2007 62,395
 0.3% 24
 81.4% $651,376
 0.4% $12.82
 
5235 East Hunter Ave. Anaheim 1 Warehouse / Light Manufacturing 1987 119,692
 0.6% 2
 90.2% $870,309
 0.5% $8.06
 
2300-2386 East Walnut Ave. Fullerton 3 Warehouse / Distribution 1985-1986 / 2005 161,286
 0.9% 16
 100.0% $1,478,383
 0.9% $9.17
 
1210 N Red Gum St Anaheim 1 Warehouse / Light Manufacturing 1985 64,570
 0.3% 1
 100.0% $452,976
 0.3% $7.02
 
1600 Orangethorpe & 1335-1375 Acacia Fullerton 5 Warehouse / Distribution 1968 / 1985 345,756
 1.9% 9
 95.7% $2,440,816
 1.6% $7.38
 
Orange County - North Total 18     874,012
 4.7% 73
 95.6% $7,285,493
 4.6% $8.72
 
                        
Orange County - West                     
1700 Saturn Way Seal Beach 1 Warehouse / Light Manufacturing 2006 170,865
 0.9% 1
 100.0% $1,516,293
 0.9% $8.87
 
17311 Nichols Lane Huntington Beach 1 Warehouse / Light Manufacturing 1993 / 2014 114,912
 0.6% 1
 100.0% $898,037
 0.6% $7.81
 
5421 Argosy Avenue Huntington Beach 1 Warehouse / Light Manufacturing 1976 35,321
 0.2% 1
 100.0% $309,000
 0.2% $8.75
 
12131 Western Avenue Garden Grove 1 Warehouse / Distribution 1987 / 2007, 2017 207,953
 1.1% 1
 100.0% $1,871,577
 1.2% $9.00
 
12622-12632 Monarch Street Garden Grove 2 Warehouse / Distribution 1967 121,225
 0.7% 3
 100.0% $894,382
 0.6% $7.38
 
Orange County - West Total 6     650,276
 3.5% 7
 100.0% $5,489,289
 3.5% $8.44
 
                        
Orange County - South                     
20531 Crescent Bay Dr. Lake Forest 1 Warehouse / Light Manufacturing 1998 46,178
 0.2% 1
 100.0% $459,933
 0.3% $9.96
 
20 Icon Lake Forest 1 Warehouse / Distribution 1999 / 2015 102,299
 0.6% 1
 100.0% $1,175,907
 0.7% $11.49
 
9 Holland Irvine 1 Warehouse / Distribution 1980 / 2013 180,981
 1.0% 2
 100.0% $1,339,794
 0.9% $7.40
 


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
East 27th StreetLos Angeles4Light Industrial1961 - 2004300,389 0.7 %7 100.0 %$3,250,498 0.6 %$10.82 
2425-2535 East 12th StreetLos Angeles4Warehouse / Light Manufacturing1988257,536 0.6 %7 65.6 %$3,174,344 0.6 %$18.78 
1501-1545 Rio Vista AvenueLos Angeles2Warehouse / Distribution200354,777 0.1 %2 35.3 %$287,004 0.1 %$14.86 
8542 Slauson AvenuePico Rivera1Industrial Outdoor Storage196424,679 0.1 %1 100.0 %$799,819 0.1 %$32.41 
8315 Hanan WayPico Rivera1Warehouse / Distribution1976100,692 0.2 %1 100.0 %$843,173 0.2 %$8.37 
1938-1946 E. 46th St.Vernon3Warehouse / Light Manufacturing1961, 1983 / 2008-2010190,663 0.4 %3 100.0 %$2,024,136 0.4 %$10.62 
2970 East 50th StreetVernon1Warehouse / Distribution48,876 0.1 %1 100.0 %$769,803 0.1 %$15.75 
Los Angeles – Central Total363,189,684 7.5 %52 95.5 %$34,517,305 6.3 %$11.33 
Los Angeles –- Mid-Counties
6635 Caballero BlvdBuena Park1Light Industrial / Office200392,395 0.2 %1 100.0 %$970,702 0.2 %$10.51 
16221 Arthur St.Cerritos1Warehouse / Distribution1979 / 202161,372 0.1 %1 100.0 %$667,531 0.1 %$10.88 
16010 Shoemaker AvenueCerritos1Warehouse / Distribution1985115,600 0.3 %1 100.0 %$1,103,760 0.2 %$9.55 
16121 Carmenita RoadCerritos1Warehouse / Distribution1969/1983, 2020105,477 0.3 %2 100.0 %$1,083,319 0.2 %$10.27 
14100 Vine PlaceCerritos1Warehouse / Distribution1979 / 2022122,514 0.3 %— — %$— — %$— 
9220-9268 Hall Rd.Downey1Warehouse / Light Manufacturing2008176,405 0.4 %40 97.7 %$2,314,465 0.4 %$13.43 
12200 Bellflower BlvdDowney1Warehouse / Excess Land195554,161 0.1 %1 100.0 %$1,231,751 0.2 %$22.74 
9607-9623 Imperial HighwayDowney1Industrial Outdoor Storage19747,466 — %1 100.0 %$833,198 0.1 %$111.60 
14820-14830 Carmenita RoadNorwalk3Warehouse / Distribution1970, 2000198,845 0.5 %3 100.0 %$2,454,476 0.4 %$12.34 
9615 Norwalk Blvd.(6)
Santa Fe Springs—Redevelopment1975— — %— — %$— — %$— 
9641 - 9657 Santa Fe Springs Rd.Santa Fe Springs4Warehouse / Distribution1982 / 2009107,401 0.3 %4 100.0 %$1,573,990 0.3 %$14.66 
10701-10719 Norwalk Blvd.Santa Fe Springs2Warehouse / Distribution200458,056 0.1 %5 100.0 %$667,039 0.1 %$11.49 
10950 Norwalk Blvd & 12241 Lakeland Rd.Santa Fe Springs1Warehouse / Excess Land198218,995 0.1 %1 100.0 %$510,389 0.1 %$26.87 
12247 Lakeland Rd.Santa Fe Springs1Warehouse / Excess Land1971 / 201624,875 0.1 %1 100.0 %$381,374 0.1 %$15.33 
12907 Imperial HighwaySanta Fe Springs1Warehouse / Distribution1997101,080 0.2 %1 100.0 %$1,047,093 0.2 %$10.36 
14944, 14946, 14948 Shoemaker Ave.Santa Fe Springs3Warehouse / Light Manufacturing1978 / 201285,950 0.2 %25 100.0 %$1,140,934 0.2 %$13.27 
10747 Norwalk BlvdSanta Fe Springs1Warehouse / Distribution199952,691 0.1 %3 100.0 %$548,851 0.1 %$10.42 
11600 Los Nietos RoadSanta Fe Springs1Warehouse / Distribution1976 / 2022106,251 0.3 %1 100.0 %$2,231,271 0.4 %$21.00 
12133 Greenstone AvenueSanta Fe Springs—Industrial Outdoor Storage1967— — %— — %$— — %$— 
12211 Greenstone AvenueSanta Fe Springs—Industrial Outdoor StorageN/A— — %1 — %$857,549 0.2 %$— 
9920-10020 Pioneer Blvd(6)
Santa Fe Springs—Redevelopment1973 - 1978— — %— — %$— — %$— 
12118 Bloomfield Avenue(6)
Santa Fe Springs—Redevelopment1955— — %— — %$— — %$— 
34

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
Orange County - South Total 3     329,458
 1.8% 4
 100.0% $2,975,634
 1.9% $9.03
 
                        
Orange County - Airport                   
1601 Alton Pkwy.(6)
 Irvine 1 Warehouse / Light Manufacturing 1974 124,988
 0.7% 4
 87.3% $1,160,348
 0.7% $10.63
 
3441 West MacArthur Blvd. Santa Ana 1 Warehouse / Distribution 1973 122,060
 0.7% 1
 100.0% $875,024
 0.6% $7.17
 
600-650 South Grand Ave. Santa Ana 6 Warehouse / Light Manufacturing 1988 101,210
 0.6% 53
 86.4% $1,041,173
 0.7% $11.91
 
3720-3750 W. Warner Ave. Santa Ana 1 Warehouse / Light Manufacturing 1973 / 2008 38,570
 0.2% 14
 92.7% $422,548
 0.3% $11.81
 
200-220 South Grand Ave. Santa Ana 1 Warehouse / Light Manufacturing 1973 / 2008 27,200
 0.1% 8
 93.4% $292,576
 0.2% $11.52
 
2610 & 2701 S. Birch Street Santa Ana 1 Warehouse / Light Manufacturing 1965 / 2016 98,379
 0.5% 3
 100.0% $1,108,674
 0.7% $11.27
 
2700‐2722 South Fairview Street(6)
 Santa Ana 1 Warehouse / Light Manufacturing 1964 / 1984 116,575
 0.6% 3
 100.0% $1,187,913
 0.7% $10.19
 
Orange County - Airport Total 12     628,982
 3.4% 86
 94.6% $6,088,256
 3.9% $10.24
 
                        
San Bernardino - Inland Empire West                   
13231 Slover Avenue Fontana 1 Warehouse / Distribution 1990 109,463
 0.6% 2
 100.0% $656,441
 0.4% $6.00
 
10509 Business Drive Fontana 1 Warehouse / Distribution 1989 130,788
 0.7% 2
 100.0% $884,232
 0.6% $6.76
 
8900-8980 Benson Ave., 5637 Arrow Highway Montclair 5 Warehouse / Light Manufacturing 1974 88,016
 0.5% 49
 93.5% $886,976
 0.6% $10.78
 
1400 S. Campus Ave. Ontario 2 Warehouse / Light Manufacturing 1964-1966, 1973, 1987 107,861
 0.6% 1
 100.0% $491,846
 0.3% $4.56
 
601-605 S. Milliken Ave. Ontario 3 Light Industrial / Office 1987 / 1988 128,313
 0.7% 27
 100.0% $1,141,275
 0.7% $8.89
 
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St. Ontario 5 Light Industrial / Office 1985 113,612
 0.6% 20
 100.0% $796,566
 0.5% $7.01
 
710 South Dupont Avenue & 4051 Santa Ana Street Ontario 2 Warehouse / Light Manufacturing 2001 111,890
 0.6% 5
 100.0% $882,919
 0.6% $7.89
 
Safari Business Park(7) Ontario 16 Warehouse / Light Manufacturing 1988-1996 1,138,090
 6.2% 80
 98.8% $8,484,532
 5.4% $7.55
 
3002-3008, 3022-3030, 3042-3050 & 3062-3072 Inland Empire Boulevard Ontario 4 Warehouse / Distribution 1981 218,407
 1.2% 10
 100.0% $1,357,971
 0.9% $6.22
 
302 Rockefeller Avenue Ontario 1 Warehouse / Distribution 2000 99,282
 0.5% 1
 100.0% $667,175
 0.4% $6.72
 
4355 Brickell Street Ontario 1 Warehouse / Distribution 2004 95,644
 0.5% 1
 100.0% $439,205
 0.3% $4.59
 
9160 - 9220 Cleveland Ave., 10860 6th St. Rancho Cucamonga 3 Light Manufacturing / Flex 1988-1989 / 2006 129,309
 0.7% 5
 100.0% $1,961,766
 1.2% $15.17
 
9805 6th St. Rancho Cucamonga 2 Warehouse / Distribution 1986 81,377
 0.4% 4
 100.0% $692,881
 0.4% $8.51
 
10700 Jersey Blvd. Rancho Cucamonga 7 Light Industrial / Office 1988-1989 107,568
 0.6% 57
 97.3% $1,099,875
 0.7% $10.51
 
15996 Jurupa Avenue Fontana 1 Warehouse / Distribution 2015 212,660
 1.2% 1
 100.0% $1,129,012
 0.7% $5.31
 
11127 Catawba Avenue Fontana 1 Warehouse / Distribution 2015 145,750
 0.8% 1
 100.0% $774,632
 0.5% $5.31
 
11190 White Birch Drive Rancho Cucamonga 1 Warehouse / Distribution 1986 201,035
 1.1% 1
 100.0% $1,037,340
 0.7% $5.16
 


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
12017 Greenstone AvenueSanta Fe Springs—Industrial Outdoor Storagen/a— — %2 — %$2,559,422 0.5 %$— 
12027 Greenstone AvenueSanta Fe Springs1Industrial Outdoor Storage19757,780 — %1 100.0 %$114,000 — %$14.65 
13711 Freeway DriveSanta Fe Springs1Warehouse / Distribution196382,092 0.2 %2 100.0 %$1,389,840 0.3 %$16.93 
13535 Larwin CircleSanta Fe Springs1Warehouse / Distribution198756,011 0.1 %1 100.0 %$468,169 0.1 %$8.36 
Gateway PointeWhittier4Warehouse / Distribution2005 - 2006989,195 2.3 %4 100.0 %$10,914,803 2.0 %$11.03 
Los Angeles – Mid-Counties Total322,624,612 6.2 %102 95.2 %$35,063,926 6.4 %$14.04 
Los Angeles – South Bay
750 Manville Street    Compton1Warehouse / Distribution197759,996 0.1 %1 100.0 %$629,368 0.1 %$10.49 
1065 E. Walnut Ave.Carson1Cold Storage / Distribution1974172,420 0.4 %2 100.0 %$2,758,547 0.5 %$16.00 
18118-18120 S. BroadwayCarson3Warehouse / Distribution1957 / 1989, 201778,183 0.2 %5 100.0 %$1,207,895 0.2 %$15.45 
17000 Kingsview Ave/800 Sandhill AveCarson1Warehouse / Distribution1984100,121 0.2 %2 100.0 %$1,066,958 0.2 %$10.66 
263-321 Gardena BlvdCarson2Industrial Outdoor Storage1977 - 198255,238 0.1 %2 100.0 %$952,451 0.2 %$17.24 
18115 Main StreetCarson1Warehouse / Excess Land198842,270 0.1 %1 100.0 %$394,655 0.1 %$9.34 
1055 Sandhill Avenue(6)
Carson—Redevelopment1973— — %— — %$— — %$— 
701-751 Kingshill PlaceCarson6Warehouse / Light Manufacturing1979 / 2020171,056 0.4 %7 100.0 %$2,194,173 0.4 %$12.83 
256 Alondra BlvdCarson1Industrial Outdoor Storage19542,456 — %1 100.0 %$636,540 0.1 %$259.18 
17011-17027 Central AvenueCarson3Warehouse / Distribution197952,561 0.1 %1 100.0 %$967,570 0.2 %$18.41 
21022 & 21034 Figueroa StreetCarson1Warehouse / Distribution200251,185 0.1 %1 100.0 %$1,105,596 0.2 %$21.60 
2130-2140 Del Amo BlvdCarson2Warehouse / Distribution198099,064 0.2 %2 100.0 %$1,823,904 0.3 %$18.41 
20455 Reeves AvenueCarson1Warehouse / Distribution1982110,075 0.3 %1 100.0 %$2,575,755 0.5 %$23.40 
1420 Mckinley AvenueCompton1Warehouse / Distribution2017136,685 0.3 %1 100.0 %$1,550,709 0.3 %$11.35 
2020 Central AvenueCompton1Light Industrial197230,233 0.1 %1 100.0 %$400,459 0.1 %$13.25 
17909 & 17929 Susana RoadCompton2Warehouse / Light Manufacturing1970 - 197357,376 0.1 %2 100.0 %$757,368 0.1 %$13.20 
3131 Harcourt Street & 18031 Susana RoadCompton2Warehouse / Excess Land197073,000 0.2 %2 100.0 %$630,360 0.1 %$8.64 
13225 Western AvenueGardena1Warehouse / Light Manufacturing195521,010 0.1 %1 100.0 %$201,472 — %$9.59 
400 Rosecrans AvenueGardena1Warehouse / Distribution196728,006 0.1 %— — %$— — %$— 
11832-11954 La Cienega BlvdHawthorne4Light Industrial / Office199963,462 0.2 %8 93.4 %$1,080,365 0.2 %$18.23 
2205 126th StreetHawthorne1Warehouse / Distribution199863,532 0.2 %4 100.0 %$923,029 0.2 %$14.53 
240 W Ivy AvenueInglewood1Warehouse / Distribution198146,974 0.1 %3 100.0 %$847,050 0.2 %$18.03 
687 Eucalyptus AvenueInglewood1Warehouse / Distribution2017143,436 0.3 %1 100.0 %$2,462,373 0.5 %$17.17 
4175 Conant StreetLong Beach1Warehouse / Light Manufacturing2015142,593 0.3 %1 100.0 %$2,196,851 0.4 %$15.41 
1580 Carson StreetLong Beach1Warehouse / Distribution1982 / 201843,787 0.1 %1 100.0 %$631,584 0.1 %$14.42 
35

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
12320 4th Street Rancho Cucamonga 2 Warehouse / Distribution 1997/2003 284,676
 1.5% 1
 100.0% $1,254,540
 0.8% $4.41
 
San Bernardino - Inland Empire West Total 58     3,503,741
 19.0% 268
 99.4% $24,639,184
 15.7% $7.08
 
                        
San Bernardino - Inland Empire East                   
6750 Unit B-C - 6780 Central Ave. Riverside 4 Warehouse / Light Manufacturing 1978 63,675
 0.3% 6
 100.0% $416,521
 0.3% $6.54
 
                        
Ventura County                       
300 South Lewis Rd. Camarillo 1 Warehouse / Distribution 1960-1963 / 2006 215,128
 1.2% 8
 89.0% $1,605,404
 1.0% $8.39
 
201 Rice Ave. & 2400-2420 Celsius Oxnard 3 Warehouse / Distribution 2008 137,785
 0.7% 23
 100.0% $1,274,169
 0.8% $9.25
 
610-760 W Hueneme Rd & 5651-5721 Perkins Rd Oxnard 2 Warehouse / Light Manufacturing 1985 87,181
 0.5% 22
 100.0% $919,157
 0.6% $10.54
 
1800 Eastman Ave Oxnard 1 Warehouse / Distribution 2009 33,332
 0.2% 1
 100.0% $240,000
 0.2% $7.20
 
2220-2260 Camino del Sol Oxnard 1 Warehouse / Distribution 2005 69,891
 0.4% 2
 100.0% $512,182
 0.3% $7.33
 
2350-2380 Eastman Ave Oxnard 4 Warehouse / Distribution 2003 55,321
 0.3% 26
 100.0% $591,766
 0.4% $10.70
 
2360-2364 E. Sturgis Road Oxnard 3 Warehouse / Distribution 1989 49,641
 0.3% 16
 90.7% $409,595
 0.3% $9.10
 
3000 Paseo Mercado, 3120-3150 Paseo Mercado Oxnard 5 Warehouse / Distribution 1988 132,187
 0.7% 24
 97.4% $1,136,174
 0.7% $8.83
 
701 Del Norte Blvd. Oxnard 1 Warehouse / Light Manufacturing 2000 125,514
 0.7% 15
 95.8% $1,087,741
 0.7% $9.05
 
2950 Madera Rd. Simi Valley 1 Warehouse / Distribution 1988 / 2005 136,065
 0.7% 1
 100.0% $849,033
 0.5% $6.24
 
21-29 West Easy St. Simi Valley 5 Warehouse / Light Manufacturing 1991 / 2006 102,530
 0.5% 19
 100.0% $1,119,892
 0.7% $10.92
 
2390 Ward Avenue Simi Valley 1 Warehouse / Light Manufacturing 1989 138,700
 0.7% 2
 100.0% $986,244
 0.6% $7.11
 
3233 Mission Oaks Blvd(6)
 Camarillo 2 Warehouse / Distribution 1980-1982 / 2014 461,210
 2.5% 5
 54.9% $2,153,935
 1.4% $8.51
 
Ventura County Total 30     1,744,485
 9.4% 164
 86.0% $12,885,292
 8.2% $8.59
 
                        
San Diego - North County                     
6200 & 6300 Yarrow Dr. Carlsbad 2 Warehouse / Light Manufacturing 1977-1988 / 2006 151,433
 0.8% 4
 100.0% $1,534,241
 1.0% $10.13
 
2431-2465 Impala Dr. Carlsbad 7 Light Manufacturing / Flex 1983 / 2006 89,955
 0.5% 9
 93.3% $1,206,044
 0.8% $14.37
 
6231 & 6241 Yarrow Dr. Carlsbad 2 Warehouse / Light Manufacturing 1977 / 2006 80,441
 0.4% 6
 92.6% $742,515
 0.5% $9.97
 
5803 Newton Dr. Carlsbad 1 Light Manufacturing / Flex 1997-1999 / 2009 71,602
 0.4% 4
 100.0% $778,895
 0.5% $10.88
 
929, 935, 939 & 951 Poinsettia Ave. Vista 4 Warehouse / Light Manufacturing 1989 / 2007 121,892
 0.7% 10
 100.0% $1,008,884
 0.6% $8.28
 
2575 Pioneer Ave. Vista 1 Warehouse / Light Manufacturing 1988 / 2006 68,935
 0.4% 7
 92.8% $605,235
 0.4% $9.46
 
3927 Oceanic Drive Oceanside 1 Warehouse / Light Manufacturing 2004 54,740
 0.3% 1
 100.0% $558,348
 0.3% $10.20
 
San Diego - North County Total 18     638,998
 3.5% 41
 97.4% $6,434,162
 4.1% $10.34
 
                        


Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
Long Beach Business ParkLong Beach4Warehouse / Light Manufacturing1973 - 1976123,532 0.3 %33 95.9 %$1,744,421 0.3 %$14.72 
3901 Via Oro AvenueLong Beach1Light Industrial / Office198353,817 0.1 %1 100.0 %$1,432,507 0.3 %$26.62 
1661 240th St.Los Angeles1Warehouse / Distribution1975 / 199596,616 0.2 %2 100.0 %$1,028,854 0.2 %$10.65 
11120, 11160, 11200 Hindry AveLos Angeles3Warehouse / Distribution1992 / 199463,654 0.2 %14 100.0 %$1,345,639 0.2 %$21.14 
15401 Figueroa StreetLos Angeles1Warehouse / Light Manufacturing1964 / 201838,584 0.1 %3 100.0 %$493,405 0.1 %$12.79 
15601 Avalon Blvd(6)
Los Angeles—Redevelopment1984— — %— — %$— — %$— 
15650-15700 Avalon Blvd(6)
Los Angeles2Warehouse / Distribution1962 - 1978 / 202298,259 0.2 %1 100.0 %$2,837,799 0.5 %$28.88 
514 East C StreetLos Angeles1Industrial Outdoor Storage20193,436 — %1 100.0 %$532,098 0.1 %$154.86 
17907-18001 Figueroa StreetLos Angeles6Warehouse / Excess Land1954 - 196074,810 0.2 %13 100.0 %$987,498 0.2 %$13.20 
8911 Aviation BlvdLos Angeles1Light Manufacturing / Flex1971100,000 0.2 %1 100.0 %$1,520,124 0.3 %$15.20 
2500 Victoria StreetLos Angeles—Industrial Outdoor Storagen/a— — %1 — %$11,221,901 2.1 %$— 
444 Quay AvenueLos Angeles1Warehouse / Light Manufacturing199229,760 0.1 %— — %$— — %$— 
18455 Figueroa StreetLos Angeles2Light Industrial / Office1978146,765 0.4 %1 100.0 %$2,641,770 0.5 %$18.00 
620 Anaheim StreetLos Angeles1Warehouse / Excess Land198434,555 0.1 %2 100.0 %$964,384 0.2 %$27.91 
14434-14527 San Pedro StreetLos Angeles1Warehouse / Excess Land1971118,923 0.3 %2 100.0 %$180,000 — %$1.51 
13301 Main StreetLos Angeles1Warehouse / Light Manufacturing1989106,969 0.3 %1 100.0 %$2,223,532 0.4 %$20.79 
14400 Figueroa StreetLos Angeles4Warehouse / Distribution1967121,062 0.3 %1 100.0 %$3,529,412 0.6 %$29.15 
2588 & 2605 Industry WayLynwood2Warehouse / Light Manufacturing1969 / 1971164,662 0.4 %1 100.0 %$1,612,964 0.3 %$9.80 
6423-6431 & 6407-6119 Alondra Blvd.Paramount2Warehouse / Light Manufacturing198630,224 0.1 %9 100.0 %$429,957 0.1 %$14.23 
7110 Rosecrans Ave.Paramount1Warehouse / Distribution1972 / 2015, 201974,856 0.2 %2 100.0 %$855,149 0.2 %$11.42 
2301-2329, 2331-2359, 2361-2399, 2370-2398 & 2332-2366 E Pacifica Place; 20001-20021 Rancho WayRancho Dominguez6Warehouse / Distribution1989 / 20211,150,644 2.7 %15 99.1 %$14,389,812 2.6 %$12.62 
19402 Susana RoadRancho Dominguez1Warehouse / Excess Land195715,433 — %1 100.0 %$274,140 — %$17.76 
19100 Susana RoadRancho Dominguez1Warehouse / Excess Land195652,714 0.1 %1 100.0 %$990,207 0.2 %$18.78 
2757 Del Amo BlvdRancho Dominguez1Warehouse / Excess Land196757,300 0.1 %— — %$— — %$— 
3150 Ana StreetRancho Dominguez1Warehouse / Light Manufacturing1957105,970 0.3 %1 100.0 %$2,416,116 0.4 %$22.80 
19007 Reyes AvenueRancho Dominguez—Industrial Outdoor Storage1969 / 2021— — %1 — %$1,293,619 0.2 %$— 
2880 Ana StreetRancho Dominguez3Industrial Outdoor Storage196310,732 — %1 — %$1,328,184 0.2 %$— 
19431 Santa Fe AvenueRancho Dominguez2Warehouse / Light Manufacturing197477,758 0.2 %2 100.0 %$692,940 0.1 %$8.91 
36

Property Address City Number of Buildings Asset Type 
Year Built / Renovated(1)
 Rentable Square Feet 
Percentage of Rentable Square Feet(2)
 Number of Leases Occupancy 
Annualized Base Rent(3)
 
Percentage of Total Annualized Base Rent(4)
 
Total Annualized Base Rent per Square Foot(5)
 
San Diego - Central                       
12720-12860 Danielson Ct. Poway 6 Light Industrial / Office 1999 112,062
 0.6% 17
 100.0% $1,191,171
 0.8% $10.63
 
8902-8940 Activity Rd San Diego 5 Light Industrial / Office 1987 / 1997 112,501
 0.6% 36
 92.8% $1,538,027
 1.0% $14.73
 
6970-7170 & 7310-7374 Convoy Ct. San Diego 13 Warehouse / Distribution 1971 187,763
 1.0% 52
 97.8% $2,794,015
 1.8% $15.21
 
9340 Cabot Drive San Diego 1 Warehouse / Light Manufacturing 1975 / 1976 86,564
 0.5% 3
 85.1% $746,595
 0.5% $10.13
 
9404 Cabot Drive San Diego 1 Warehouse / Light Manufacturing 1975 / 1976 46,846
 0.3% 1
 100.0% $487,386
 0.3% $10.40
 
9455 Cabot Drive San Diego 1 Warehouse / Light Manufacturing 1975 / 1976 96,840
 0.5% 2
 100.0% $852,225
 0.5% $8.80
 
9755 Distribution Ave. San Diego 1 Warehouse / Light Manufacturing 1974 47,666
 0.3% 2
 100.0% $431,073
 0.3% $9.04
 
9855 Distribution Ave San Diego 1 Warehouse / Light Manufacturing 1983 60,819
 0.3% 2
 100.0% $601,701
 0.4% $9.89
 
10439-10477 Roselle St. San Diego 10 Warehouse / Light Manufacturing 1970 / 2007 97,967
 0.5% 41
 91.7% $1,282,197
 0.8% $14.28
 
8525 Camino Santa Fe San Diego 1 Warehouse / Distribution 1986 59,399
 0.3% 3
 76.0% $430,720
 0.3% $9.54
 
13550 Stowe Drive San Diego 1 Warehouse / Distribution 1991 112,000
 0.6% 1
 100.0% $1,140,684
 0.7% $10.18
 
9190 Activity Road San Diego 1 Warehouse / Distribution 1986 83,520
 0.5% 1
 100.0% $815,523
 0.5% $9.76
 
San Diego - Central Total 42     1,103,947
 6.0% 161
 95.7% $12,311,317
 7.9% $11.65
 
                        
San Diego - South County                   
131 W. 33rd St. National City 2 Warehouse / Light Manufacturing 1969 / 2008 76,701
 0.4% 14
 95.1% $689,859
 0.4% $9.46
 
                        
Consolidated Portfolio - Total / Weighted Average 151 Properties 350     18,476,809
 100.0% 1,367
 95.5% $156,786,965
 100.0% $8.88
 
Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
20304 Alameda StreetRancho Dominguez1Warehouse / Light Manufacturing197080,850 0.2 %1 100.0 %$2,400,000 0.4 %$29.68 
2410-2420 Santa Fe AvenueRedondo Beach1Light Industrial / Office1977112,000 0.3 %1 100.0 %$1,578,272 0.3 %$14.09 
2601-2641 Manhattan Beach BlvdRedondo Beach6Light Industrial / Office1978126,726 0.3 %28 85.6 %$2,240,409 0.4 %$20.64 
2400 Marine AvenueRedondo Beach2Light Industrial / Office196450,000 0.1 %4 100.0 %$1,877,544 0.3 %$37.55 
20920-20950 Normandie Ave.Torrance2Warehouse / Light Manufacturing198949,519 0.1 %27 100.0 %$894,378 0.2 %$18.06 
24105 Frampton AvenueTorrance1Warehouse / Distribution1974 / 201649,841 0.1 %1 100.0 %$485,624 0.1 %$9.74 
1500-1510 W. 228th St.Torrance8Warehouse / Light Manufacturing1963 / 1968, 201787,890 0.2 %10 92.9 %$1,179,123 0.2 %$14.44 
3100 Fujita StreetTorrance1Warehouse / Light Manufacturing197091,516 0.2 %1 100.0 %$812,362 0.1 %$8.88 
960-970 Knox StreetTorrance1Light Industrial / Office197639,400 0.1 %3 63.5 %$436,257 0.1 %$17.45 
1300, 1301, 1315, 1320-13330, 1347 Storm Parkway; 1338 W. 288th St.; 23021-23023 Normandie Ave.; 22815 & 23023 Normandie Ave.; 22815 & 22831 Frampton Ave.Torrance8Warehouse / Distribution1982 - 2008267,503 0.6 %13 100.0 %$3,388,061 0.6 %$12.67 
19951 Mariner AvenueTorrance1Light Industrial / Office198689,272 0.2 %1 100.0 %$1,567,788 0.3 %$17.56 
3100 Lomita BlvdTorrance5Light Industrial / Office1967 - 1998575,976 1.4 %7 91.0 %$11,545,295 2.1 %$22.03 
21515 Western Avenue(6)
Torrance1Redevelopment199156,199 0.1 %— — %$— — %$— 
4240 190th StreetTorrance1Warehouse / Distribution1966307,487 0.7 %3 100.0 %$3,260,804 0.6 %$10.60 
19475 Gramercy PlaceTorrance1Light Industrial1982 / 202247,712 0.1 %1 100.0 %$1,030,579 0.2 %$21.60 
20900 Normandie AvenueTorrance1Warehouse / Distribution074,038 0.2 %4 100.0 %$987,792 0.2 %$13.34 
3547-3555 Voyager StreetTorrance3Light Industrial / Office198660,248 0.2 %17 87.6 %$864,410 0.2 %$16.38 
19145 Gramercy PlaceTorrance1Warehouse / Distribution1977102,143 0.2 %1 100.0 %$1,754,858 0.3 %$17.18 
301-445 Figueroa StreetWilmington1Warehouse / Distribution1972 / 2018133,650 0.3 %14 100.0 %$2,020,297 0.4 %$15.12 
508 East E StreetWilmington1Warehouse / Excess Land198857,522 0.1 %1 64.3 %$1,620,000 0.3 %$43.78 
1800 Lomita BlvdWilmington—Industrial Outdoor Storagen/a— — %4 — %$4,152,252 0.8 %$— 
920 Pacific Coast HighwayWilmington1Warehouse / Distribution1954148,186 0.4 %1 100.0 %$4,146,000 0.8 %$27.98 
Los Angeles – South Bay Total1387,403,432 17.5 %305 95.7 %$133,203,569 24.4 %$18.81 
Orange County – North
1100-1170 Gilbert St. & 2353-2373 La Palma Ave.Anaheim6Warehouse / Light Manufacturing1972 / 1990 / 2013121,606 0.3 %22 100.0 %$1,910,417 0.4 %$15.71 
5235 East Hunter Ave.Anaheim1Warehouse / Light Manufacturing1987120,127 0.3 %3 100.0 %$1,171,755 0.2 %$9.75 
1210 N Red Gum StAnaheim1Warehouse / Distribution1985 / 202064,570 0.1 %1 100.0 %$690,503 0.1 %$10.69 
1190 Stanford CourtAnaheim1Warehouse / Distribution197934,494 0.1 %1 100.0 %$461,093 0.1 %$13.37 
900 East Ball RoadAnaheim1Warehouse / Excess Land1956 / 202262,607 0.1 %1 100.0 %$1,362,446 0.2 %$21.76 
37

Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
3071 Coronado StreetAnaheim1Warehouse / Distribution1973109,908 0.3 %1 100.0 %$— — %$— 
404-430 Berry WayBrea3Warehouse / Excess Land1964 - 1967120,250 0.3 %3 100.0 %$2,236,578 0.4 %$18.60 
2300-2386 East Walnut Ave.Fullerton3Warehouse / Distribution1985-1986 / 2005161,574 0.4 %16 100.0 %$2,357,696 0.4 %$14.59 
1600 Orangethorpe & 1335-1375 AcaciaFullerton5Warehouse / Distribution1968 / 1985345,756 0.8 %9 100.0 %$3,868,359 0.7 %$11.19 
1901 Via Burton(6)
Fullerton—Redevelopment1960—��— %— — %$— — %$— 
1500 Raymond AvenueFullerton—Industrial Outdoor Storagen/a— — %1 — %$900,000 0.2 %$— 
5593-5595 Fresca DriveLa Palma1Warehouse / Light Manufacturing1973115,200 0.3 %2 100.0 %$1,392,038 0.3 %$12.08 
1581 Main StreetOrange1Warehouse / Distribution199439,661 0.1 %1 100.0 %$371,227 0.1 %$9.36 
445-449 Freedom AvenueOrange1Warehouse / Distribution198092,647 0.2 %2 100.0 %$1,210,730 0.2 %$13.07 
560 Main StreetOrange1Warehouse / Light Manufacturing197317,000 — %1 100.0 %$127,184 — %$7.48 
2401-2421 Glassell StreetOrange4Light Industrial / Office1987191,127 0.4 %5 100.0 %$3,463,158 0.6 %$18.12 
2390-2444 American Way(6)
Orange—Redevelopmentn/a— — %— — %$— — %$— 
22895 Eastpark DriveYorba Linda1Light Industrial / Office198634,950 0.1 %1 100.0 %$394,378 0.1 %$11.28 
Orange County – North Total311,631,477 3.8 %70 100.0 %$21,917,562 4.0 %$13.43 
Orange County – West
12131 Western AvenueGarden Grove1Warehouse / Distribution1987 / 2007, 2017207,953 0.5 %1 100.0 %$2,106,476 0.4 %$10.13 
12622-12632 Monarch StreetGarden Grove2Warehouse / Distribution1967121,225 0.3 %3 100.0 %$1,784,145 0.3 %$14.72 
12752-12822 Monarch StreetGarden Grove1Warehouse / Distribution1971272,982 0.6 %4 40.8 %$1,114,755 0.2 %$10.01 
12821 Knott Street(6)
Garden Grove1Warehouse / Distribution1971120,800 0.3 %— — %$— — %$— 
17311 Nichols Ln.Huntington Beach1Warehouse / Light Manufacturing1993 / 2014114,912 0.3 %1 100.0 %$1,016,046 0.2 %$8.84 
5421 Argosy AvenueHuntington Beach1Warehouse / Light Manufacturing197635,321 0.1 %1 100.0 %$401,642 0.1 %$11.37 
7612-7642 Woodwind DriveHuntington Beach3Warehouse / Light Manufacturing200162,377 0.1 %3 100.0 %$767,089 0.2 %$12.30 
1700 Saturn WaySeal Beach1Warehouse / Light Manufacturing2006184,000 0.4 %1 100.0 %$2,342,467 0.4 %$12.73 
Orange County – West Total111,119,570 2.6 %14 74.8 %$9,532,620 1.8 %$11.39 
Orange County – South
9 HollandIrvine1Warehouse / Distribution1980 / 2013180,981 0.4 %2 100.0 %$2,676,270 0.5 %$14.79 
20531 Crescent Bay Dr.Lake Forest1Warehouse / Distribution199848,873 0.1 %1 100.0 %$774,148 0.1 %$15.84 
20 IconLake Forest1Warehouse / Distribution1999 / 2015102,299 0.3 %1 100.0 %$1,632,247 0.3 %$15.96 
25781 Atlantic Ocean DriveLake Forest1Light Industrial / Office199628,254 0.1 %1 100.0 %$518,743 0.1 %$18.36 
20481 Crescent Bay DriveLake Forest1Warehouse / Light Manufacturing199688,355 0.2 %1 100.0 %$905,494 0.2 %$10.25 
Orange County – South Total5448,762 1.1 %6 100.0 %$6,506,902 1.2 %$14.50 
38

Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
Orange County – Airport
18250 Euclid StreetFountain Valley1Warehouse / Light Manufacturing197462,838 0.2 %1 100.0 %$783,978 0.1 %$12.48 
1601 Alton Pkwy.Irvine1Light Manufacturing / Flex1974 / 2018124,784 0.3 %5 100.0 %$1,823,942 0.3 %$14.62 
3441 West MacArthur Blvd.Santa Ana1Warehouse / Distribution1973 / 2022124,102 0.3 %1 100.0 %$1,816,853 0.3 %$14.64 
600-650 South Grand Ave.Santa Ana6Warehouse / Light Manufacturing1988101,367 0.2 %53 92.3 %$1,539,856 0.3 %$16.45 
3720-3750 W. Warner Ave.Santa Ana1Warehouse / Light Manufacturing1973 / 200838,611 0.1 %12 96.3 %$590,418 0.1 %$15.88 
2610 & 2701 S. Birch StreetSanta Ana1Warehouse / Distribution1965 / 201698,379 0.2 %3 100.0 %$1,355,046 0.3 %$13.77 
1801 St Andrew PlaceSanta Ana1Light Industrial / Office1987370,374 0.9 %2 100.0 %$6,023,116 1.1 %$16.26 
15777 Gateway CircleTustin1Warehouse / Light Manufacturing200537,592 0.1 %1 100.0 %$456,949 0.1 %$12.16 
15771 Red Hill AvenueTustin1Light Industrial / Office1979 / 201698,970 0.2 %2 81.3 %$2,581,806 0.5 %$32.07 
Orange County – Airport Total141,057,017 2.5 %80 97.4 %$16,971,964 3.1 %$16.49 
Riverside / San Bernardino - Inland Empire West
13971 Norton AvenueChino1Warehouse / Distribution1990103,208 0.2 %1 100.0 %$714,364 0.1 %$6.92 
5002-5018 Lindsay CourtChino1Warehouse / Distribution198664,960 0.2 %2 100.0 %$962,472 0.2 %$14.82 
340-344 Bonnie CircleCorona1Warehouse / Distribution199498,000 0.2 %1 100.0 %$737,412 0.1 %$7.52 
1168 Sherborn StreetCorona1Warehouse / Distribution200479,515 0.2 %1 100.0 %$820,595 0.2 %$10.32 
755 Trademark CircleCorona1Warehouse / Distribution200134,427 0.1 %1 100.0 %$577,200 0.1 %$16.77 
The MergeEastvale6Warehouse / Distribution2020333,544 0.8 %8 100.0 %$4,089,420 0.8 %$12.26 
6245 Providence WayEastvale1Warehouse / Distribution201827,636 0.1 %1 100.0 %$297,154 0.1 %$10.75 
Merge-WestEastvale6Warehouse / Distribution20221,057,419 2.5 %3 70.9 %$12,287,126 2.3 %$16.38 
13231 Slover AvenueFontana1Warehouse / Distribution1990109,463 0.3 %1 100.0 %$2,364,401 0.4 %$21.60 
10509 Business DriveFontana1Warehouse / Distribution1989130,788 0.3 %2 100.0 %$2,394,094 0.4 %$18.31 
15996 Jurupa AvenueFontana1Warehouse / Distribution2015212,660 0.5 %1 100.0 %$2,023,928 0.4 %$9.52 
11127 Catawba AvenueFontana1Warehouse / Distribution2015145,750 0.3 %1 100.0 %$1,261,029 0.2 %$8.65 
10156 Live Oak AvenueFontana1Warehouse / Distribution2020236,912 0.6 %1 100.0 %$2,049,763 0.4 %$8.65 
10694 Tamarind AvenueFontana1Warehouse / Distribution202099,999 0.2 %1 100.0 %$916,608 0.2 %$9.17 
13369 Valley BlvdFontana1Light Industrial / Office2005105,041 0.2 %1 100.0 %$902,648 0.2 %$8.59 
15850 Slover AvenueFontana1Warehouse / Distribution202060,127 0.1 %1 100.0 %$624,263 0.1 %$10.38 
13512 Marlay AvenueFontana1Warehouse / Distribution1960199,363 0.5 %1 100.0 %$1,624,352 0.3 %$8.15 
13700-13738 Slover AvenueFontana1Warehouse / Excess Land198217,862 — %1 100.0 %$— — %$— 
10131 Banana AvenueFontana—Industrial Outdoor Storagen/a— — %1 — %$465,739 0.1 %$— 
14874 Jurupa AvenueFontana1Warehouse / Distribution2019158,119 0.4 %1 100.0 %$3,118,200 0.6 %$19.72 
10660 Mulberry AvenueFontana1Warehouse / Distribution199049,530 0.1 %1 100.0 %$378,759 0.1 %$7.65 
39

Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
4225 Etiwanda AvenueJurupa Valley1Warehouse / Distribution1998134,500 0.3 %3 100.0 %$1,149,300 0.2 %$8.54 
4325 Etiwanda AvenueJurupa Valley1Warehouse / Distribution1998124,258 0.3 %1 100.0 %$790,128 0.1 %$6.36 
4039 State StreetMontclair1Warehouse / Distribution2020139,000 0.3 %1 100.0 %$1,203,295 0.2 %$8.66 
5160 Richton StreetMontclair1Light Industrial / Office200494,976 0.2 %5 100.0 %$1,302,236 0.2 %$13.71 
1400 S. Campus Ave.Ontario2Warehouse / Light Manufacturing1964-1966, 1973, 1987107,861 0.3 %1 100.0 %$1,048,409 0.2 %$9.72 
601-605 S. Milliken Ave.Ontario3Light Industrial / Office1987 / 1988128,313 0.3 %25 87.7 %$1,469,623 0.3 %$13.07 
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St.Ontario5Light Industrial / Office1985113,812 0.3 %19 100.0 %$1,355,840 0.3 %$11.91 
710 South Dupont Avenue & 4051 Santa Ana StreetOntario2Warehouse / Distribution2001111,890 0.3 %5 100.0 %$1,795,117 0.3 %$16.04 
Safari Business CenterOntario16Warehouse / Distribution19891,143,104 2.7 %80 89.0 %$13,730,648 2.5 %$13.50 
3002-3008, 3022-3030, 3042-3050 & 3062-3072 Inland Empire BoulevardOntario4Warehouse / Distribution1981218,407 0.5 %10 85.1 %$2,170,059 0.4 %$11.68 
302 Rockefeller AvenueOntario1Warehouse / Distribution200099,282 0.2 %1 100.0 %$846,207 0.2 %$8.52 
4355 Brickell StreetOntario1Warehouse / Distribution200495,644 0.2 %1 100.0 %$787,985 0.1 %$8.24 
1900 Proforma AvenueOntario1Warehouse / Distribution1989135,360 0.3 %11 76.6 %$1,340,106 0.2 %$12.93 
4621 Guasti RoadOntario1Warehouse / Distribution198864,512 0.2 %1 100.0 %$780,957 0.1 %$12.11 
1555 Cucamonga AvenueOntario2Warehouse / Light Manufacturing1973107,023 0.3 %2 100.0 %$774,000 0.1 %$7.23 
500 Dupont AvenueOntario1Warehouse / Light Manufacturing1987276,000 0.6 %— — %$— — %$— 
5772 Jurupa StreetOntario1Warehouse / Distribution1992360,000 0.8 %1 100.0 %$2,454,702 0.5 %$6.82 
1010 Belmont StreetOntario1Warehouse / Distribution198761,824 0.1 %1 100.0 %$492,651 0.1 %$7.97 
1550-1600 Champagne AvenueOntario2Warehouse / Distribution1989124,243 0.3 %2 100.0 %$1,076,220 0.2 %$8.66 
1154 Holt BlvdOntario1Warehouse / Distribution202135,033 0.1 %— — %$— — %$— 
1172 Holt BlvdOntario1Warehouse / Distribution202144,004 0.1 %1 100.0 %$517,500 0.1 %$11.76 
9160 - 9220 Cleveland Ave., 10860 6th St.Rancho Cucamonga3Light Manufacturing / Flex1988-1989 / 2006129,309 0.3 %5 100.0 %$2,319,648 0.4 %$17.94 
9805 6th St.Rancho Cucamonga2Warehouse / Distribution198681,377 0.2 %4 100.0 %$1,048,123 0.2 %$12.88 
10700 Jersey Blvd.Rancho Cucamonga7Light Industrial / Office1988-1989107,568 0.3 %60 98.7 %$1,758,869 0.3 %$16.57 
11190 White Birch DriveRancho Cucamonga1Warehouse / Distribution1986201,035 0.5 %2 100.0 %$1,665,921 0.3 %$8.29 
12320 4th StreetRancho Cucamonga2Warehouse / Distribution1997/2003284,676 0.7 %1 100.0 %$1,351,496 0.2 %$4.75 
2520 Baseline RoadRialto1Warehouse / Distribution2020156,586 0.4 %1 100.0 %$1,275,863 0.2 %$8.15 
Riverside / San Bernardino – Inland Empire West Total958,003,920 18.9 %276 89.7 %$83,114,430 15.2 %$11.58 
40

Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
San Bernardino – Inland Empire East
6750 Unit B - 6780 Central Ave.Riverside2Warehouse / Light Manufacturing197833,258 0.1 %1 100.0 %$610,617 0.1 %$18.36 
San Bernardino – Inland Empire East Total233,258 0.1 %1 100.0 %$610,617 0.1 %$18.36 
Ventura County
300 South Lewis Rd.Camarillo1Warehouse / Distribution1960-1963 / 2006215,128 0.5 %11 100.0 %$2,313,981 0.4 %$10.76 
3233 Mission Oaks BlvdCamarillo2Warehouse / Distribution1980-1982 / 2014, 2018, 2019409,217 1.0 %11 100.0 %$3,824,791 0.7 %$9.35 
2328 Teller RoadNewbury Park1Light Manufacturing / Flex1970 / 2018126,317 0.3 %12 100.0 %$1,912,048 0.3 %$15.14 
201 Rice Ave. & 2400-2420 CelsiusOxnard3Warehouse / Light Manufacturing2008137,785 0.3 %23 100.0 %$1,618,202 0.3 %$11.74 
610-760 W Hueneme Rd & 5651-5721 Perkins RdOxnard2Warehouse / Light Manufacturing198587,181 0.2 %21 95.9 %$1,111,035 0.2 %$13.29 
1800 Eastman AveOxnard1Warehouse / Light Manufacturing200933,332 0.1 %1 100.0 %$297,040 0.1 %$8.91 
2220-2260 Camino del SolOxnard1Warehouse / Distribution200569,891 0.2 %2 100.0 %$708,359 0.1 %$10.14 
2360-2364 E. Sturgis RoadOxnard3Warehouse / Light Manufacturing198949,641 0.1 %16 95.6 %$566,068 0.1 %$11.93 
3000 Paseo Mercado, 3120-3150 Paseo MercadoOxnard5Warehouse / Light Manufacturing1988132,187 0.3 %25 97.5 %$1,438,907 0.3 %$11.16 
701 Del Norte Blvd.Oxnard1Warehouse / Light Manufacturing2000125,514 0.3 %17 100.0 %$1,467,667 0.3 %$11.69 
2950 Madera Rd.Simi Valley1Warehouse / Distribution1988 / 2005136,065 0.3 %1 100.0 %$937,401 0.2 %$6.89 
21-29 West Easy St.Simi Valley5Warehouse / Light Manufacturing1991 / 2006102,440 0.2 %18 100.0 %$1,524,770 0.3 %$14.88 
2390 Ward AvenueSimi Valley1Warehouse / Distribution1989138,700 0.3 %2 100.0 %$1,741,477 0.3 %$12.56 
1998 Surveyor AvenueSimi Valley1Warehouse / Distribution201856,306 0.1 %1 100.0 %$664,493 0.1 %$11.80 
2280 Ward AvenueSimi Valley1Warehouse / Distribution1995242,101 0.6 %7 100.0 %$2,756,056 0.5 %$11.38 
Meggitt Simi ValleySimi Valley3Warehouse / Light Manufacturing1984 / 2005285,750 0.7 %1 100.0 %$2,468,880 0.4 %$8.64 
3935-3949 Heritage Oak CourtSimi Valley1Warehouse / Distribution1999186,726 0.4 %2 100.0 %$1,949,419 0.4 %$10.44 
851 Lawrence DriveThousand Oaks1Warehouse / Distribution1968 / 202190,773 0.2 %3 100.0 %$1,273,398 0.2 %$14.03 
2405, 2430, 2455, 2500, 2535, 2570, 2585, 2595,& 2615 Conejo Spectrum St.Thousand Oaks9Warehouse / Distribution2018 / 2020531,378 1.3 %10 100.0 %$5,789,511 1.1 %$10.90 
Ventura County Total433,156,432 7.4 %184 99.7 %$34,363,503 6.3 %$10.92 
San Diego – North County
6200 & 6300 Yarrow Dr.Carlsbad2Warehouse / Light Manufacturing1977-1988 / 2006151,433 0.4 %3 100.0 %$1,800,109 0.3 %$11.89 
2431-2465 Impala Dr.Carlsbad7Light Manufacturing / Flex1983 / 200690,091 0.2 %10 91.9 %$1,528,067 0.3 %$18.46 
6231 & 6241 Yarrow Dr.Carlsbad2Warehouse / Light Manufacturing1977 / 200680,461 0.2 %6 100.0 %$1,116,467 0.2 %$13.88 
6131-6133 Innovation WayCarlsbad2Warehouse / Distribution2017114,572 0.3 %4 100.0 %$1,588,380 0.3 %$13.86 
2270 Camino Vida RobleCarlsbad1Light Industrial / Office1981106,311 0.2 %17 91.5 %$1,602,642 0.3 %$16.48 
1332-1340 Rocky Point DriveOceanside3Warehouse / Distribution2009 / 201973,748 0.2 %3 100.0 %$906,448 0.2 %$12.29 
41

Property AddressCityNumber of BuildingsAsset Type
Year Built / Renovated(1)
Rentable Square Feet
Percentage of Rentable Square Feet(2)
Number of LeasesOccupancy
Annualized Base Rent(3)
Percentage of Total Annualized Base Rent(4)
Total Annualized Base Rent per Square Foot(5)
4039 Calle PlatinoOceanside1Warehouse / Distribution1991143,274 0.3 %4 92.7 %$1,690,464 0.3 %$12.73 
1402 Avenida Del OroOceanside1Warehouse / Excess Land2016311,995 0.7 %1 100.0 %$4,311,948 0.8 %$13.82 
2843 Benet RoadOceanside1Warehouse / Distribution198735,000 0.1 %1 100.0 %$461,795 0.1 %$13.19 
660-664 Twin Oaks Valley RoadSan Marcos2Warehouse / Distribution1978 - 198896,993 0.2 %2 100.0 %$1,025,498 0.2 %$10.57 
980 Rancheros DriveSan Marcos1Warehouse / Distribution198248,878 0.1 %1 100.0 %$577,200 0.1 %$11.81 
929, 935, 939 & 951 Poinsettia Ave.Vista4Warehouse / Light Manufacturing1989 / 2007115,355 0.3 %8 100.0 %$1,253,698 0.2 %$10.87 
2575 Pioneer Ave.Vista1Warehouse / Light Manufacturing1988 / 200668,935 0.2 %8 100.0 %$873,048 0.1 %$12.66 
2455 Ash StreetVista1Warehouse / Light Manufacturing199042,508 0.1 %1 100.0 %$439,260 0.1 %$10.33 
San Diego – North County Total291,479,554 3.5 %69 98.2 %$19,175,024 3.5 %$13.20 
San Diego – Central
12720-12860 Danielson Ct.Poway6Warehouse / Light Manufacturing1999111,860 0.3 %15 100.0 %$1,785,687 0.3 %$15.96 
8902-8940 Activity RdSan Diego5Light Industrial / Office1987 / 1997112,876 0.3 %36 98.8 %$2,157,724 0.4 %$19.35 
6970-7170 & 7310-7374 Convoy Ct.San Diego13Warehouse / Distribution1971187,787 0.4 %52 100.0 %$3,530,247 0.7 %$18.80 
9340 Cabot DriveSan Diego1Warehouse / Distribution1975 / 197686,564 0.2 %3 100.0 %$1,071,123 0.2 %$12.37 
9404 Cabot DriveSan Diego1Warehouse / Distribution1975 / 197646,846 0.1 %1 100.0 %$574,351 0.1 %$12.26 
9455 Cabot DriveSan Diego1Warehouse / Distribution1975 / 197699,403 0.2 %2 100.0 %$1,232,792 0.2 %$12.40 
9755 Distribution Ave.San Diego1Warehouse / Distribution197447,666 0.1 %2 100.0 %$523,556 0.1 %$10.98 
9855 Distribution AveSan Diego1Warehouse / Distribution198361,075 0.1 %2 100.0 %$852,264 0.2 %$13.95 
10439-10477 Roselle St.San Diego10Warehouse / Light Manufacturing1970 / 200797,737 0.2 %42 100.0 %$1,886,373 0.3 %$19.30 
8525 Camino Santa FeSan Diego1Warehouse / Distribution198659,399 0.1 %4 100.0 %$922,343 0.2 %$15.53 
13550 Stowe DriveSan Diego1Warehouse / Distribution1991112,000 0.3 %1 100.0 %$1,344,000 0.2 %$12.00 
9190 Activity RoadSan Diego1Warehouse / Distribution198683,520 0.2 %1 100.0 %$945,414 0.2 %$11.32 
10015 Waples CourtSan Diego1Warehouse / Distribution1988 / 2020106,412 0.3 %1 100.0 %$1,557,916 0.3 %$14.64 
8985 Crestmar PointSan Diego1Warehouse / Light Manufacturing198857,086 0.1 %2 86.9 %$512,799 0.1 %$10.34 
5725 Eastgate DriveSan Diego1Industrial Outdoor Storage199527,267 0.1 %1 100.0 %$590,073 0.1 %$21.64 
8745-8775 Production AvenueSan Diego2Light Industrial / Office1974 / 202146,820 0.1 %4 100.0 %$681,447 0.1 %$14.55 
8888-8992 Balboa AvenueSan Diego—Redevelopment1967— — %— — %$— — %$— 
4181 Ruffin RoadSan Diego1Light Industrial / Office1987150,144 0.4 %5 82.1 %$2,976,874 0.5 %$24.14 
San Diego – Central Total481,494,462 3.5 %174 97.6 %$23,144,983 4.2 %$15.87 
Consolidated Portfolio - Total / Weighted Average356 Properties63842,403,735 100.0 %1,677 94.6 %$546,348,804 100.0 %$13.61 
 
(1)Year renovated reflects the most recent year in which a material upgrade, alteration or addition to building systems was completed, resulting in increased marketability of the property.
(2)Calculated as rentable square feet for such property divided rentable square feet for the total consolidated portfolio as of December 31, 2017.
(3)Calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2017, multiplied by 12.  Excludes billboard and antenna revenue and tenant reimbursements.
(4)Calculated as annualized base rent for such property divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(5)Calculated as annualized base rent for such property divided by occupied square feet for such property as of December 31, 2017.
(6)This property is undergoing repositioning, redevelopment, or lease-up as of December 31, 2017, or is expected to be placed under repositioning in 2018.
(7)Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street.

42


(1)Year renovated reflects the most recent year in which a material upgrade, alteration or addition to building systems was completed, resulting in increased marketability of the property.

(2)Calculated as rentable square feet for such property divided by rentable square feet for the total consolidated portfolio as of December 31, 2022.
(3)Calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by 12. Excludes tenant reimbursements.
(4)Calculated as annualized base rent for such property divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(5)Calculated as annualized base rent for such property divided by occupied square feet for such property as of December 31, 2022.
(6)This property is undergoing repositioning, redevelopment, or lease-up as of December 31, 2022.
(7)Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street.

Property Diversification
The following table sets forth information relating to diversification by property type in our portfolio based on total annualized rent as of December 31, 2017.2022.
Property TypeNumber of Properties
Occupancy(1)
Building Square FeetPercentage of Total Building Square FeetLand Square Feet
Coverage(2)
Annualized Base
Rent(3)
Percentage of Total Annualized Base Rent(4)
Annualized Base Rent per Building Square Foot(5)
Warehouse / Distribution167 95.6 %26,581,232 62.7 %57,023,029 46.6 %$302,824 55.4 %$11.91 
Warehouse / Light Manufacturing93 92.6 %8,833,497 20.8 %19,964,033 44.2 %105,181 19.2 %$12.86 
Light Industrial / Office(6)
34 94.8 %4,071,914 9.6 %9,776,554 41.6 %68,745 12.6 %$17.80 
Industrial Outdoor Storage18 94.1 %182,005 0.4 %7,286,286 2.5 %28,426 5.2 %$3.90 (7)
Warehouse / Excess Land20 94.3 %1,358,029 3.2 %5,335,106 25.5 %20,170 3.7 %$15.76 
Light Manufacturing / Flex8 99.1 %826,266 2.0 %2,141,835 38.6 %14,057 2.6 %$17.16 
Cold Storage / Distribution4 100.0 %401,668 0.9 %798,855 50.3 %6,946 1.3 %$17.29 
Redevelopment(8)
12 — %149,124 0.4 %2,780,841 5.4 %— — %$— 
Total / Weighted Average356 94.6 %42,403,735 100.0 %105,106,539 40.3 %$546,349 100.0 %$13.61 


(1)Calculated as the average occupancy at such properties as of December 31, 2022, based on building square feet.
(2)Calculated as building square feet divided by land square feet.
(3)Calculated for each property as the monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by 12, and then aggregated by property type.  Excludes tenant reimbursements. Amounts in thousands.
(4)Calculated for each property type as annualized base rent for such property type divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(5)Calculated for each property type as annualized base rent for such property type divided by occupied building square feet for such property type as of December 31, 2022, unless otherwise noted.
(6)Includes 901 West Alameda Avenue with 44,924 building square feet that is classified as Creative Office.
(7)Calculated for “Industrial Outdoor Storage” as annualized base rent for such property type divided by land square feet.
43

Property Type Number of Properties 
Occupancy(1)
 Rentable Square Feet Percentage of Total Rentable Square Feet 
Annualized Base
Rent(2)
 
Percentage of Total Annualized Base Rent(3)
 
Annualized Base Rent per Square Foot(4)
Warehouse / Distribution 62
 93.5% 9,859,876
 53.4% $74,238
 47.4% $8.05
Warehouse / Light Manufacturing 73
 97.8% 7,160,926
 38.7% 64,109
 40.9% $9.15
Light Industrial / Office (5)
 10
 97.8% 989,684
 5.4% 11,814
 7.5% $12.20
Light Manufacturing / Flex 6
 98.7% 466,323
 2.5% 6,626
 4.2% $14.39
Total / Weighted Average 151
 95.5% 18,476,809
 100.0% $156,787
 100.0% $8.88
(8)Represents current redevelopment properties and vacant future redevelopment properties as of December 31, 2022. These redevelopment properties will have an estimated combined 1.6 million of rentable square feet at completion.


(1)Calculated as the average occupancy at such properties as of December 31, 2017.
(2)Calculated for each property as the monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2017, multiplied by 12, and then aggregated by property type.  Excludes billboard and antenna revenue and tenant reimbursements. Amounts in thousands.
(3)Calculated for each property type as annualized base rent for such property type divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(4)Calculated for each property type as annualized base rent for such property type divided by occupied square feet for such property type as of December 31, 2017.
(5)Includes two properties (901 West Alameda Avenue and 700 Allen Avenue) aggregating 70,092 rentable square feet that are classified as Creative Office.
Uncommenced Leases
Uncommenced leases as of December 31, 2017,2022, reflect signed new and renewal leases that havehad not yet commenced as of December 31, 2017.2022.  Differences between our occupancy rates and leased rates as disclosed throughout this Annual Report on Form 10-K, are attributed to our uncommenced leases.  The following table sets forth information relating to our uncommenced leases as of December 31, 2017.2022.
Market
Uncommenced Renewal Leases:
Leased Square Feet(1)
Uncommenced New Leases:
Leased Square Feet(2)
Percent Leased(3)
Annualized Base Rent(4)
Annualized Base Rent: Uncommenced Leases(5)
Annualized Base Rent
(Commenced and Uncommenced Leases)(6)
Annualized Base Rent
(Commenced and Uncommenced Leases)
per Leased Square Foot(7)
Los Angeles County553,188 7,258 95.6 %$331,011 $6,703 $337,714 $14.73 
Orange County70,094 18,470 93.1 %54,929 967 55,896 $14.10 
Riverside / San Bernardino County89,507 — 89.7 %83,725 763 84,488 $11.72 
San Diego County109,118 — 97.9 %42,320 750 43,070 $14.79 
Ventura County78,501 — 99.7 %34,364 243 34,607 $11.00 
Total/Weighted Average900,408 25,728 94.7 %$546,349 $9,426 $555,775 $13.84 

(1)Represents the square footage of renewal leases that had been signed but had not yet commenced as of December 31, 2022.
(2)Represents the square footage of new leases that had been signed but had not yet commenced as of December 31, 2022.
(3)Calculated as square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2022, divided by total rentable square feet.
(4)Represents annualized base rent for leases that had commenced as of December 31, 2022, at each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by 12), aggregated by market. Excludes tenant reimbursements. Amounts in thousands.
(5)Annualized base rent from uncommenced leases includes: (i) $2.4 million of annualized base rent under uncommenced new leases (calculated by multiplying the first full month of contractual base rents (before rent abatements) to be received under uncommenced new leases, by 12) and (ii) $7.0 million of incremental annualized base rent under uncommenced renewal leases (calculated as the difference between (a) the first full month of contractual base rents (before rent abatements) to be received under uncommenced renewal leases and (b) the monthly contracted base rents under commenced leases (for the same space) as of December 31, 2022, multiplied by 12.). Amounts in thousands.
(6)Calculated by adding annualized base rent for commenced leases (as described in note (4) above) and annualized base rent from uncommenced leases (as described in note (5) above). Amounts in thousands.
(7)Calculated by dividing annualized base rent from commenced leases and uncommenced leases (as described in note (6) above), by leased square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2022.

44
Market 
Uncommenced Renewal Leases:
Leased Square Feet(1)
 
Uncommenced New Leases:
Leased Square Feet(2)
 
Percent Leased(3)
 
Annualized Base Rent(4)
 
Annualized Base Rent: Uncommenced Leases(5)
 
Annualized Base Rent
(Commenced and Uncommenced Leases)(6)
 
Annualized Base Rent
(Commenced and Uncommenced Leases)
per Leased Square Foot(7)
Los Angeles County 600,807
 7,149
 95.4% $77,572
 $802
 $78,374
 $9.27
Orange County 86,974
 1,920
 97.2% 21,839
 88
 21,927
 $9.09
San Bernardino County 128,700
 1,440
 99.4% 25,056
 134
 25,190
 $7.10
San Diego County 90,588
 —
 96.3% 19,435
 51
 19,486
 $11.13
Ventura County 107,447
 43,927
 88.5% 12,885
 413
 13,298
 $8.62
Total/Weighted Average 1,014,516
 54,436
 95.8% $156,787
 $1,488
 $158,275
 $8.94


(1)Represents the square footage of renewal leases that have been signed but have not yet commenced as of December 31, 2017.
(2)Represents the square footage of new leases that have been signed but have not yet commenced as of December 31, 2017.
(3)Calculated as square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2017, divided by total rentable square feet.
(4)Represents annualized base rent for leases that have commenced as of December 31, 2017, at each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2017, multiplied by 12), aggregated by market. Excludes billboard and antenna revenue and tenant reimbursements. Amounts in thousands.


(5)
Annualized base rent from uncommenced leases includes: (i) $525,000 of annualized base rent under uncommenced new leases (calculated by multiplying the first full month of contractual base rents (before rent abatements) to be received under uncommenced new leases, by 12) and (ii) $963,000 of incremental annualized base rent under uncommenced renewal leases (calculated as the difference between (a) the first full month of contractual base rents (before rent abatements) to be received under uncommenced renewal leases and (b) the monthly contracted base rents under commenced leases (for the same space) as of December 31, 2017, multiplied by 12.). Amounts in thousands.
(6)Calculated by adding annualized base rent for commenced leases (as described in note (4) above) and annualized base rent from uncommenced leases (as described in note (5) above). Amounts in thousands.
(7)Calculated by dividing annualized base rent from commenced leases and uncommenced leases (as described in note (6) above), by leased square footage under commenced and uncommenced leases (net of renewal space) as of December 31, 2017.

Geographic Diversification
The following table sets forth information relating to geographic diversification by county and submarket in our portfolio based on total annualized base rent as of December 31, 2017.2022.
MarketNumber of Properties
Occupancy(1)
Rentable Square FeetPercentage of Total Rentable Square Feet
Annualized Base
Rent(2)
Percentage of Total Annualized Base Rent(3)
Annualized Base Rent per Square Foot(4)
Los Angeles County       
Central LA22 95.5 %3,189,684 7.5 %$34,517 6.3 %$11.33 
Greater San Fernando Valley58 95.3 %6,531,871 15.4 %81,011 14.8 %$13.01 
Mid-Counties27 95.2 %2,624,612 6.2 %35,064 6.4 %$14.04 
San Gabriel Valley34 96.0 %4,229,684 10.0 %47,215 8.7 %$11.63 
South Bay75 95.7 %7,403,432 17.5 %133,204 24.4 %$18.81 
Subtotal / Weighted Average216 95.6 %23,979,283 56.6 %$331,011 60.6 %$14.45 
Orange County       
North Orange County18 100.0 %1,631,477 3.8 %$21,917 4.0 %$13.43 
OC Airport9 97.4 %1,057,017 2.5 %16,972 3.1 %$16.49 
South Orange County5 100.0 %448,762 1.1 %6,507 1.2 %$14.50 
West Orange County8 74.8 %1,119,570 2.6 %9,533 1.8 %$11.39 
Subtotal / Weighted Average40 92.7 %4,256,826 10.0 %$54,929 10.1 %$13.92 
Riverside / San Bernardino County       
Inland Empire East1 100.0 %33,258 0.1 %$611 0.1 %$18.36 
Inland Empire West48 89.7 %8,003,920 18.9 %83,114 15.2 %$11.58 
Subtotal / Weighted Average49 89.7 %8,037,178 19.0 %$83,725 15.3 %$11.61 
Ventura County       
Ventura19 99.7 %3,156,432 7.4 %$34,364 6.3 %$10.92 
Subtotal / Weighted Average19 99.7 %3,156,432 7.4 %$34,364 6.3 %$10.92 
San Diego County       
Central San Diego18 97.6 %1,494,462 3.5 %$23,145 4.2 %$15.87 
North County San Diego14 98.2 %1,479,554 3.5 %$19,175 3.5 %$13.20 
Subtotal / Weighted Average32 97.9 %2,974,016 7.0 %$42,320 7.7 %$14.54 
Consolidated Portfolio - Total / Weighted Average356 94.6 %42,403,735 100.0 %$546,349 100.0 %$13.61 

(1)Calculated as the average occupancy at such properties as of December 31, 2022.
(2)Represents annualized base rent for each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2022, multiplied by 12), aggregated by market. Excludes tenant reimbursements. Amounts in thousands.
(3)Calculated as annualized base rent for such market divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(4)Calculated as annualized base rent for such market divided by occupied square feet for such market as of December 31, 2022.  
45
Market Number of Properties 
Occupancy(1)
 Rentable Square Feet Percentage of Total Rentable Square Feet 
Annualized Base
Rent(2)
 
Percentage of Total Annualized Base Rent(3)
 
Annualized Base Rent per Square Foot(4)
Los Angeles County              
Central LA 7
 100.0% 537,721
 2.9% $5,359
 3.4% $9.97
Greater San Fernando Valley 25
 95.0% 2,759,122
 14.9% 26,212
 16.7% $10.00
Mid-Counties 10
 100.0% 870,152
 4.7% 8,319
 5.3% $9.56
San Gabriel Valley 16
 91.7% 1,968,692
 10.7% 14,800
 9.5% $8.20
South Bay 20
 95.8% 2,726,847
 14.8% 22,882
 14.6% $8.76
Subtotal / Weighted Average 78
 95.3% 8,862,534
 48.0% $77,572
 49.5% $9.19
Orange County  
  
  
  
  
  
  
North Orange County 6
 95.6% 874,012
 4.7% $7,286
 4.6% $8.72
OC Airport 7
 94.6% 628,982
 3.4% 6,088
 3.9% $10.24
South Orange County 3
 100.0% 329,458
 1.8% 2,976
 1.9% $9.03
West Orange County 5
 100.0% 650,276
 3.5% 5,489
 3.5% $8.44
Subtotal / Weighted Average 21
 97.1% 2,482,728
 13.4% $21,839
 13.9% $9.06
San Bernardino County  
  
  
  
  
  
  
Inland Empire East 1
 100.0% 63,675
 0.3% $417
 0.3% $6.54
Inland Empire West 18
 99.4% 3,503,741
 19.0% 24,639
 15.7% $7.08
Subtotal / Weighted Average 19
 99.4% 3,567,416
 19.3% $25,056
 16.0% $7.07
Ventura County  
  
  
  
  
  
  
Ventura 13
 86.0% 1,744,485
 9.4% $12,885
 8.2% $8.59
Subtotal / Weighted Average 13
 86.0% 1,744,485
 9.4% $12,885
 8.2% $8.59
San Diego County  
  
  
  
  
  
  
Central San Diego 12
 95.7% 1,103,947
 6.0% $12,311
 7.9% $11.65
North County San Diego 7
 97.4% 638,998
 3.5% 6,434
 4.1% $10.34
South County San Diego 1
 95.1% 76,701
 0.4% 690
 0.4% $9.46
Subtotal / Weighted Average 20
 96.3% 1,819,646
 9.9% $19,435
 12.4% $11.10
Consolidated Portfolio - Total / Weighted Average 151
 95.5% 18,476,809
 100.0% $156,787
 100.0% $8.88




(1)Calculated as the average occupancy at such properties as of December 31, 2017.
(2)Represents annualized base rent for each property (calculated as monthly contracted base rent (before rent abatements) per the terms of the lease(s) at such property, as of December 31, 2017, multiplied by 12), aggregated by market. Excludes billboard and antenna revenue and tenant reimbursements. Amounts in thousands.
(3)Calculated as annualized base rent for such market divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(4)Calculated as annualized base rent for such market divided by occupied square feet for such market as of December 31, 2017.  
Industry Diversification
The following table sets forth information relating to tenant diversification by industry in our portfolio based on total annualized base rent as of December 31, 2017.2022.
 
Industry
Number
of Leases(1)
Occupied
Square Feet		Percentage of
Total Occupied
Square Feet
Annualized
Base
Rent(2)
Percentage of
Total Annualized
Base Rent(3)
Annualized
Base Rent per
Square
Foot(4)
Transportation and Warehousing306 9,175,235 22.9 %$132,628 24.3 %$14.46 
Wholesale Trade392 9,784,486 24.4 %118,887 21.8 %$12.15 
Manufacturing296 9,215,227 23.0 %110,752 20.3 %$12.02 
Professional, Scientific, and Technical Services127 2,836,493 7.1 %42,902 7.8 %$15.13 
Retail Trade127 2,857,096 7.1 %35,351 6.5 %$12.37 
Construction109 1,034,763 2.6 %14,750 2.7 %$14.25 
Arts, Entertainment, and Recreation32 995,057 2.5 %12,285 2.2 %$12.35 
Mining, Quarrying, and Oil and Gas Extraction(5)
4 40,727 0.1 %11,806 2.2 %$289.88 (5)
Public Administration13 507,470 1.3 %10,617 1.9 %$20.92 
Administrative and Support and Waste Management and Remediation Services58 661,696 1.6 %9,267 1.7 %$14.00 
Other Services (except Public Administration)50 612,702 1.5 %9,085 1.7 %$14.83 
Health Care and Social Assistance25 622,752 1.5 %8,519 1.6 %$13.68 
Real Estate and Rental and Leasing31 523,704 1.3 %8,315 1.5 %$15.88 
Information45 408,174 1.0 %6,840 1.2 %$16.76 
Educational Services14 403,505 1.0 %6,189 1.1 %$15.34 
Finance and Insurance11 267,627 0.7 %5,041 0.9 %$18.84 
Miscellaneous37 183,553 0.4 %3,115 0.6 %$16.97 
Total  / Weighted Average1,677 40,130,267 100.0 %$546,349 100.0 %$13.61 
Industry 
Number
of Leases(1)
 
Occupied
Square Feet
 
Percentage of
Total Occupied
Square Feet
 
Annualized
Base
Rent(2)
 
Percentage of
Total Annualized
Base Rent(3)
 
Annualized
Base Rent per
Square
Foot(4)
Warehousing 337
 5,013,818
 28.4% $40,029
 25.5% $7.98
Wholesale Trade 295
 4,034,798
 22.9% 33,482
 21.4% $8.30
Manufacturing 123
 2,403,780
 13.6% 20,436
 13.0% $8.50
Retail Trade 112
 1,308,324
 7.4% 11,022
 7.0% $8.42
Professional, Scientific, and Technical Services 101
 855,412
 4.8% 9,589
 6.1% $11.21
Transportation 33
 931,318
 5.3% 9,418
 6.0% $10.11
Construction 112
 599,091
 3.4% 6,017
 3.9% $10.04
Other 70
 472,966
 2.7% 4,772
 3.1% $10.09
Information 33
 319,938
 1.8% 4,209
 2.7% $13.16
Public Administration 9
 241,408
 1.4% 3,421
 2.2% $14.17
Repair and Maintenance 36
 342,197
 1.9% 3,248
 2.1% $9.49
Administrative and Support and Waste Management and Remediation Services 44
 312,373
 1.8% 3,167
 2.0% $10.14
Paper/Printing 12
 303,820
 1.7% 2,487
 1.6% $8.18
Health Care and Social Assistance 23
 244,365
 1.4% 2,409
 1.5% $9.86
Arts, Entertainment, and Recreation 20
 146,096
 0.8% 2,238
 1.4% $15.32
Real Estate 7
 121,134
 0.7% 843
 0.5% $6.96
Total  / Weighted Average 1,367
 17,650,838
 100.0% $156,787
 100.0% $8.88


(1)A single lease may cover space in more than one building.
(2)Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2017, multiplied by 12, and then aggregated by industry.  Excludes billboard and antenna revenue. Amounts in thousands.
(3)Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(4)Calculated as annualized base rent for tenants in such industry divided by occupied square feet for tenants in such industry as of December 31, 2017.

(1)A single lease may cover space in more than one building.
(2)Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12, and then aggregated by industry. Excludes tenant reimbursements. Amounts in thousands.
(3)Calculated as annualized base rent for tenants in such industry divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(4)Calculated as annualized base rent for tenants in such industry divided by occupied square feet for tenants in such industry as of December 31, 2022.
(5)Includes a tenant leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.2 million or $3.21 per land square foot.

Tenants
Our portfolio of properties has a stable and diversified tenant base. As of December 31, 2017,2022, our consolidated properties were 95.8%94.7% leased to tenants in a variety of industries, with no single tenant accounting for more than 1.6%2.2% of our total annualized in-place base rent. Our average lease size is approximately 13,00025,000 square feet, and approximately 52%37% of our total leased square feet consists


of leases that are less than 50,000 square feet each. Our 10 largest tenants combined accountaccounted for 11.9%12.6% of our annualized base rent as of December 31, 2017.2022. We intend to continue to maintain a diversified mix of tenants in order to limit our exposure to any single tenant or industry.
46

The following table sets forth information about the 10 largest tenants in our portfolio based on total annualized base rent as of December 31, 2017.2022. 
TenantSubmarketOccupied Square FeetPercentage of Total Occupied Square Feet
Annualized Base Rent(1)
Percentage of Total Annualized Base
Rent(2)
Annualized Base Rent per Square
Foot(3)
Lease Expirations
Federal Express Corporation
Multiple Submarkets (4)
527,861 1.3 %$12,208 2.2 %$23.13 
11/30/2032 (4)
Zenith Energy West Coast Terminals LLCSouth Bay— — %11,222 2.1 %
See Note (5)
9/29/2041
L3 Technologies, Inc.South Bay461,431 1.1 %8,728 1.6 %$18.92 9/30/2031
Best Buy Stores, L.P.Inland Empire West501,649 1.3 %7,886 1.4 %$15.72 6/30/2029
Michael Kors (USA), Inc.Mid-Counties565,619 1.4 %5,921 1.1 %$10.47 11/30/2026
United Natural Foods, Inc.Central LA695,120 1.7 %5,588 1.0 %$8.04 5/8/2038
County of Los Angeles
Multiple Submarkets(6)
170,542 0.4 %4,730 0.9 %$27.74 
1/31/2027 (6)
Madden Corporation
Multiple Submarkets(7)
312,570 0.8 %4,626 0.8 %$14.80 
5/31/2027(7)
AL Dahra ACX, Inc.South Bay148,186 0.4 %4,146 0.8 %$27.98 8/31/2027
Global Mail. Inc.Mid-Counties346,381 0.9 %3,997 0.7 %$11.54 6/30/2030
Top 10 Tenants3,729,359 9.3 %69,052 12.6 % 
All Other Tenants36,400,908 90.7 %477,297 87.4 % 
Total Consolidated Portfolio40,130,267 100.0 %$546,349 100.0 % 
Tenant Submarket Occupied Square Feet Percentage of Total Occupied Square Feet 
Annualized Base Rent(1)
 
Percentage of Total Annualized Base
Rent(2)
 
Annualized Base Rent per Square
Foot(3)
 Lease Expirations
Federal Express Corporation South Bay 173,596
 1.0% $2,420
 1.6% $13.94
 
11/30/2032(4)
32 Cold, LLC(5)
 Central LA 149,157
 0.8% 2,184
 1.4% $14.64
 
3/31/2026(6)
Command Logistics Services, Inc. South Bay 340,672
 1.9% 2,043
 1.3% $6.00
 
9/30/2020(7)
Triscenic Production Services, Inc. Greater San Fernando Valley 255,303
 1.4% 1,926
 1.2% $7.55
 
3/31/2022(8)
Cosmetic Laboratories of America, LLC Greater San Fernando Valley 319,348
 1.8% 1,900
 1.2% $5.95
 6/30/2020
Universal Technical Institute of Southern California, LLC South Bay 142,593
 0.8% 1,895
 1.2% $13.29
 8/31/2030
Southland Industries, Inc. West Orange County 207,953
 1.2% 1,872
 1.2% $9.00
 5/31/2028
Dendreon Corporation West Orange County 170,865
 1.0% 1,516
 1.0% $8.87
 12/31/2019
Warehouse Specialists, Inc. San Gabriel Valley 245,961
 1.4% 1,476
 0.9% $6.00
 2/28/2021
Undisclosed high-end luxury car company Greater San Fernando Valley 167,425
 1.0% 1,418
 0.9% $8.47
 
8/31/2022(9)
Top 10 Tenants   2,172,873
 12.3% $18,650
 11.9% $8.58
  
All Other Tenants   15,477,964
 87.7% 138,137
 88.1% $8.92
  
Total Consolidated Portfolio 17,650,837
 100.0% $156,787
 100.0% $8.88
  


(1)Calculated for each tenant as the monthly contracted base rent (before rent abatements) per the terms of such tenant’s lease as of December 31, 2017, multiplied by 12.  Excludes billboard and antenna revenue and tenant reimbursements. Amounts in thousands.
(2)Calculated as annualized base rent for such tenant divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(3)Calculated as annualized base rent for such tenant divided by occupied square feet for such tenant as of December 31, 2017.
(4)Includes (i) 30,160 rentable square feet expiring September 30, 2027, and (ii) 143,436 rentable square feet expiring November 30, 2032.
(5)These leases were amended, assumed by the tenant, and approved for inclusion in their anticipated plan of reorganization by the residing court in connection with the tenant’s chapter 11 reorganization plan under the United States Bankruptcy Code.
(6)Includes (i) 78,280 rentable square feet expiring September 30, 2025, and (ii) 70,877 rentable square feet expiring March 31, 2026.
(7)Includes (i) 111,769 rentable square feet expiring June 30, 2018, and (ii) 228,903 rentable square feet expiring September 30, 2020.
(8)Includes (i) 38,766 rentable square feet expiring November 30, 2019, (ii) 147,318 rentable square feet expiring September 30, 2021, and (iii) 69,219 rentable square feet expiring March 31, 2022.
(9)Includes (i) 16,868 rentable square feet expiring April 30, 2020, (ii) 21,697 rentable square feet expiring November 30, 2019, (iii) 20,310 rentable square feet expiring May 31, 2020, and (iv) 108,550 rentable square feet expiring August 31, 2022.


(1)Calculated for each tenant as the monthly contracted base rent (before rent abatements) per the terms of such tenant’s lease as of December 31, 2022, multiplied by 12. Excludes tenant reimbursements. Amounts in thousands.

(2)Calculated as annualized base rent for such tenant divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(3)Calculated as annualized base rent for such tenant divided by occupied square feet for such tenant as of December 31, 2022.
(4)Includes (i) two short-term land leases in LA-Mid-Counties/North Orange County which expired on January 31, 2023, (ii) one land lease in LA-Mid-Counties expiring July 31, 2025, (iii) one land lease in North Orange County expiring October 31, 2026, (iv) 30,160 rentable square feet in Ventura expiring September 30, 2027, (v) one land lease in LA-Mid-Counties expiring June 30, 2029, (vi) 42,270 rentable square feet in LA-South Bay expiring October 31, 2030, (vii) 311,995 rentable square feet in North County San Diego expiring February 28, 2031, & (viii) 143,436 rentable square feet in LA-South Bay expiring November 30, 2032.
(5)The tenant is leasing an 80.2 acre industrial outdoor oil storage site with annualized base rent of $11.2 million or $3.21 per land square foot.
(6)Includes (i) 164,500 rentable square feet in the Greater San Fernando Valley expiring October 31, 2023 and (ii) 6,042 rentable square feet in LA-South Bay expiring January 31, 2027.
(7)Includes (i) 29,146 rentable square feet in Inland Empire West expiring December 31, 2026 and (ii) 283,424 rentable square feet in LA-South Bay expiring May 31, 2027.
Leases
Overview
Triple net lease. In our triple net leases, the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term. The landlord may have responsibility under the lease to perform or pay for certain capital repairs or replacements to the roof, structure or certain building systems, such as heating and air conditioning and fire suppression. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2017,2022, there were 235531 triple net leases in our consolidated portfolio, representing approximately 56.7%70.1% of our total annualized base rent.
47

Modified gross lease. In our modified gross leases, the landlord is responsible for some property-related expenses during the lease term, but a significant amount of the expenses is passed through to the tenant for reimbursement to the landlord. Modified gross leases often include base year amounts, and expense increases over these amounts are recoverable. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2017,2022, there were 952948 modified gross leases in our consolidated portfolio, representing approximately 36.2%20.2% of our total annualized base rent.
Gross lease. In our gross leases, the landlord is responsible for all aspects of and costs related to the property and its operation during the lease term. The tenant may have the right to terminate the lease or abate rent due to a major casualty or condemnation affecting a significant portion of the property or due to the landlord’s failure to perform its obligations under the lease. As of December 31, 2017,2022, there were 180198 gross leases in our consolidated portfolio, representing approximately 7.1%9.7% of our total annualized base rent.
The following table provides information regarding our lease segmentation by size as of December 31, 2017:2022:
Square FeetNumber of LeasesOccupied Building Square FeetBuilding/Land Square FeetPercentage of Total Occupied Building Square Feet
Annualized Base Rent(1)
Percentage of Total Annualized Base Rent(2)
Annualized Base Rent per Square Foot(3)
Building:
<4,999672 1,619,182 1,728,879 4.1 %$26,149 4.8 %$16.15 
5,000 - 9,999240 1,717,386 1,822,654 4.3 %27,154 5.0 %$15.81 
10,000 - 24,999319 5,161,843 5,540,882 12.9 %74,731 13.7 %$14.48 
25,000 - 49,999173 6,344,052 6,770,414 15.9 %83,798 15.3 %$13.21 
>50,000214 25,079,799 26,331,046 62.8 %301,214 55.1 %$12.01 
Building Subtotal / Weighted Average1,618 39,922,262 (4)42,193,875 (4)100.0 %$513,046 93.9 %$12.85 
Land/IOS(5)
26 7,486,469 (6)31,024 5.7 %$4.14 
Other(5)
33 2,279 0.4 %
Total1,677 $546,349 100.0 %
(1)Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12, and then aggregated by building square feet (if applicable). Excludes tenant reimbursements. Amounts in thousands.
(2)Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of December 31, 2022.
(3)For building leases, calculated as annualized base rent for such leases divided by occupied building square feet for such leases as of December 31, 2022. For “Land/IOS” leases, calculated as annualized base rent for such leases divided by land square feet for such leases as of December 31, 2022.
(4)Excludes 208,005 occupied building square feet and 209,860 building square feet that are associated with “Land/IOS”.
(5)“Land/IOS” includes leases for improved land sites and industrial outdoor storage (IOS) sites. “Other” includes amounts related to cellular tower, solar and parking lot leases.
(6)Reflects land square feet for “Land/IOS” leases.
48
Square Feet Number of Leases Occupied Square Feet Percentage of Total Occupied Square Feet 
Annualized Base Rent(1)
 
Percentage of Total Annualized Base Rent(2)
 
Annualized Base Rent per Square Foot(3)
<4,999 807
 1,699,965
 9.6% $20,102
 12.8% $11.83
5,000 - 9,999 184
 1,279,239
 7.2% 13,666
 8.7% $10.68
10,000 - 24,999 226
 3,619,667
 20.5% 34,639
 22.1% $9.57
25,000 - 49,999 71
 2,532,956
 14.4% 22,924
 14.6% $9.05
>50,000 79
 8,519,010
 48.3% 65,456
 41.8% $7.68
Total / Weighted Average 1,367
 17,650,837
 100.0% $156,787
 100.0% $8.88

(1)
Calculated for each lease as the monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2017, multiplied by 12, and then aggregated by square feet. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
(2)Calculated as annualized base rent for such leases divided by annualized base rent for the total consolidated portfolio as of December 31, 2017.
(3)Calculated as annualized base rent for such leases divided by occupied square feet for such leases as of December 31, 2017.


Lease Expirations
As of December 31, 2017,2022, our weighted average in-place remaining lease term was approximately 3.64.0 years. The following table sets forth a summary schedule of lease expirations for leases in place as of December 31, 2017,2022, plus available space, for each of the 10 full calendar years commencing December 31, 20172022 and thereafter in our portfolio. The information set forth in the table assumes that tenants exercise no renewal options and no early termination rights.
Year of Lease ExpirationNumber of Leases Expiring
Total Rentable Square
Feet(1)
Percentage of Total Owned Square Feet
Annualized Base
Rent(2)
Percentage of Total Annualized Base Rent(3)
Annualized Base Rent per Square Foot(4)
Vacant(5)
— 867,406 2.1 %$— — %$— 
Repositioning(6)
— 1,406,061 3.3 %— — %$— 
MTM Tenants12 60,444 0.1 %1,026 0.2 %$16.98 
202226 665,533 1.6 %8,026 1.5 %$12.06 
2023398 5,834,280 13.7 %81,278 14.9 %$13.93 
2024420 6,898,600 16.3 %81,917 15.0 %$11.87 
2025352 5,830,107 13.7 %75,598 13.8 %$12.97 
2026201 6,478,837 15.3 %77,562 14.2 %$11.97 
2027128 4,774,192 11.3 %73,317 13.4 %$15.36 
202841 1,522,731 3.6 %19,448 3.6 %$12.77 
202922 1,982,238 4.7 %29,989 5.5 %$15.13 
203018 1,541,018 3.6 %19,092 3.5 %$12.39 
203118 1,906,263 4.5 %31,404 5.7 %$16.47 
Thereafter41 2,636,025 6.2 %47,692 8.7 %$18.09 
Total Consolidated Portfolio1,677 42,403,735 100.0 %$546,349 100.0 %$13.61 

(1)Represents the contracted square footage upon expiration.
(2)Calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2022, multiplied by 12, and then aggregated by year of lease expiration. Excludes tenant reimbursements. Amounts in thousands.
(3)Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of December 31, 2022.
(4)Calculated as annualized base rent for such leases divided by occupied square feet for such leases as of December 31, 2022.
(5)Represents vacant space (not under repositioning) as of December 31, 2022. Includes leases aggregating 25,728 rentable square feet that had been signed but had not yet commenced as of December 31, 2022. Adjusting for such leases, we had 841,678 of available vacant space representing 2.0% of our total owned square feet as of December 31, 2022.
(6)Represents vacant space at properties that were classified as repositioning (including “other repositioning projects”) or redevelopment as of December 31, 2022. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Influence Future Results of Operations – Acquisitions and Value-Add Repositioning and Redevelopment of Properties,” of this Annual Report on Form 10-K for additional details related to these properties.

49
Year of Lease Expiration Number of Leases Expiring 
Total Rentable Square
Feet(1)
 Percentage of Total Owned Square Feet 
Annualized Base
Rent(2)
 
Percentage of Total Annualized Base Rent(3)
 
Annualized Base Rent per Square Foot(4)
Vacant(5)
 —
 317,286
 1.7% $—
 —% $—
Current Repositioning(6)
 —
 508,686
 2.8% —
 —% $—
MTM Tenants(7)
 95
 190,454
 1.0% 1,875
 1.2% $9.84
2017 21
 166,768
 0.9% 1,563
 1.0% $9.37
2018 340
 2,391,341
 12.9% 22,359
 14.3% $9.35
2019 324
 2,740,232
 14.8% 24,746
 15.8% $9.03
2020 281
 3,671,172
 19.9% 30,945
 19.7% $8.43
2021 143
 3,465,777
 18.8% 29,113
 18.6% $8.40
2022 98
 1,824,734
 9.9% 15,192
 9.7% $8.33
2023 27
 748,942
 4.0% 7,433
 4.7% $9.92
2024 14
 757,894
 4.1% 7,159
 4.6% $9.45
2025 4
 148,215
 0.8% 1,712
 1.1% $11.55
2026 6
 273,904
 1.5% 3,211
 2.0% $11.72
Thereafter 14
 1,271,404
 6.9% 11,479
 7.3% $9.03
Total Consolidated Portfolio 1,367
 18,476,809
 100.0% $156,787
 100.0% $8.88


(1)Represents the contracted square footage upon expiration.
(2)
Calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of December 31, 2017, multiplied by 12. Excludes billboard and antenna revenue and rent abatements. Amounts in thousands.
(3)Calculated as annualized base rent set forth in this table divided by annualized base rent for the total portfolio as of December 31, 2017.
(4)Calculated as annualized base rent for such leases divided by occupied square feet for such leases as of December 31, 2017.
(5)Represents vacant space (not under repositioning) as of December 31, 2017. Includes leases aggregating 10,509 rentable square feet that have been signed but had not yet commenced as of December 31, 2017.
(6)Represents space at five of our properties that were classified as current repositioning or lease-up as of December 31, 2017. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Influence Future Results of Operations – Acquisitions and Development of Properties,” of this Annual Report on Form 10-K for additional details related to these five properties. Includes 43,927 rentable square feet of repositioning space for which a lease has been signed but had not commenced as of December 31, 2017.
(7)Represents tenants under month-to-month (“MTM”) leases or having holdover tenancy. Includes 62 MTM leases totaling 65,390 rentable square feet at our property located at 14723-14825 Oxnard Street, where due to the number and the small size of spaces, we typically only enter into MTM leases.

Historical Tenant Improvements and Leasing Commissions
The following table sets forth certain historical information regarding leasing related (revenue generating) tenant improvement and leasing commission costs for tenants at the properties in our portfolio as follows:


 The Year Ended December 31, Year Ended December 31,
 2017 2016 2015 202220212020
 
Cost (1)
 Square Feet 
PSF(2)
 
Cost (1)
 Square Feet 
PSF(2)
 
Cost (1)
 Square Feet 
PSF(2)
Cost (1)
Square Feet
PSF(2)
Cost (1)
Square Feet
PSF(2)
Cost (1)
Square Feet
PSF(2)
Tenant Improvements                  Tenant Improvements      
New Leases - First Generation(3)(4)
 $1,069
 531,101
 $2.01
 $1,474
 493,978
 $2.98
 $736
 516,605
 $1.42
New Leases - Second Generation(3)(5)
 800
 591,230
 $1.35
 2,295
 1,182,569
 $1.94
 1,509
 893,499
 $1.69
New Leases – First Generation(3)(4)
New Leases – First Generation(3)(4)
$1,528 834,106 $1.83 $2,103 1,039,707 $2.02 $889 851,851 $1.04 
New Leases – Second Generation(3)(5)
New Leases – Second Generation(3)(5)
494 491,933 $1.00 328 150,214 $2.18 686 284,387 $2.41 
Renewal Leases 596
 504,261
 $1.18
 288
 377,053
 $0.76
 190
 209,910
 $0.91
Renewal Leases855 933,596 $0.92 289 431,997 $0.67 118 450,871 $0.26 
Total Tenant Improvements $2,465
 1,626,592
 $1.52
 $4,057
 2,053,600
 $1.97
 $2,435
 1,620,014
 $1.50
Total Tenant Improvements$2,877 2,259,635 $1.27 $2,720 1,621,918 $1.68 $1,693 1,587,109 $1.07 
Leasing Commissions        
    
  
    Leasing Commissions      
New Leases - First Generation(3)(4)
 $1,821
 522,969
 $3.48
 $2,622
 1,586,659
 $1.65
 $1,538
 868,335
 $1.77
New Leases - Second Generation(3)(5)
 2,772
 1,244,739
 $2.23
 1,516
 915,069
 $1.66
 1,108
 890,044
 $1.24
New Leases – First Generation(3)(4)
New Leases – First Generation(3)(4)
$7,357 876,485 $8.39 $5,502 1,758,720 $3.13 $3,562 1,223,553 $2.91 
New Leases – Second Generation(3)(5)
New Leases – Second Generation(3)(5)
9,190 1,359,424 $6.76 7,508 2,044,593 $3.67 3,838 1,682,072 $2.28 
Renewal Leases 1,071
 820,290
 $1.31
 1,144
 1,801,991
 $0.63
 255
 579,677
 $0.44
Renewal Leases5,025 1,852,256 $2.71 4,321 3,127,986 $1.38 3,069 2,500,831 $1.23 
Total Leasing Commissions $5,664
 2,587,998
 $2.19
 $5,282
 4,303,719
 $1.23
 $2,901
 2,338,056
 $1.24
Total Leasing Commissions$21,572 4,088,165 $5.28 $17,331 6,931,299 $2.50 $10,469 5,406,456 $1.94 
Total Tenant Improvements & Leasing Commissions $8,129
 

   $9,339
 

 

 $5,336
 

 

Total Tenant Improvements & Leasing Commissions$24,449 $20,051 $12,162 
 
(1)Cost is reported in thousands. Costs of tenant improvements include contractual tenant allowances and costs necessary to prepare a space for occupancy by a new tenant.
(2)Per square foot (“PSF”) amounts calculated by dividing the aggregate tenant improvement and/or leasing commission cost by the aggregate square footage of the leases in which we incurred such costs, excluding new/renewal leases in which there were no tenant improvements and/or leasing commissions.
(3)New leases represent all leases other than renewal leases.
(4)Tenant improvements and leasing commissions related to our initial leasing of vacant space in acquired properties or leasing of a space that has been vacant for more than 12 months, are considered first generation costs.
(5)Tenant improvements and leasing commissions related to leasing of a space that has been previously occupied by a tenant during the prior 12 months, are considered second generation costs.

(1)Cost is reported in thousands. Costs of tenant improvements include contractual tenant allowances.
(2)Per square foot (“PSF”) amounts calculated by dividing the aggregate tenant improvement and/or leasing commission cost by the aggregate square footage of the leases in which we incurred such costs, excluding new/renewal leases in which there were no tenant improvements and/or leasing commissions.
(3)New leases represent all leases other than renewal leases.
(4)Tenant improvements and leasing commissions related to our initial leasing of vacant space in acquired properties or leasing of a space that has been vacant for more than 12 months, are considered first generation costs.
(5)Tenant improvements and leasing commissions related to leasing of a space that has been previously occupied by a tenant during the prior 12 months, are considered second generation costs.

Historical Capital Expenditures
The following table sets forth certain information regarding historical maintenance (non-revenue generating) capital expenditures at the properties in our portfolio as follows:
 Year Ended December 31,
 2017 2016 2015
 
Cost(1)
 
Square
Feet(2)
 
PSF(3)
 
Cost(1)
 
Square
Feet(2)
 
PSF(3)
 
Cost(1)
 
Square
Feet(2)
 
PSF(3)
Non-Recurring Capital Expenditures(4)
$35,221
 12,889,591
 $2.73
 $21,192
 9,061,612
 $2.34
 $14,472
 6,118,145
 $2.37
Recurring Capital Expenditures(5)
2,525
 16,590,584
 $0.15
 2,792
 13,611,194
 $0.21
 3,530
 10,710,780
 $0.33
Total Capital Expenditures$37,746
     $23,984
     $18,002
    
(1)Cost is reported in thousands.
(2)For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures.  For recurring capital expenditures, reflects the weighted average square footage of our consolidated portfolio for the period.  
(3)PSF amounts calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (1) and (2) above.
(4)Non-recurring capital expenditures are expenditures made in respect of a property for improvement to the appearance of such property or any other major upgrade or renovation of such property, and further includes capital expenditures for seismic upgrades, or capital expenditures for deferred maintenance existing at the time such property was acquired.

 Year Ended December 31,
 202220212020
 
Cost(1)
Square
Feet(2)
PSF(3)
Cost(1)
Square
Feet(2)
PSF(3)
Cost(1)
Square
Feet(2)
PSF(3)
Non-Recurring Capital Expenditures(4)
$111,112 26,002,606 $4.27 $80,545 22,951,051 $3.51 $66,588 20,463,668 $3.25 
Recurring Capital Expenditures(5)
8,675 39,561,722 $0.22 10,466 33,239,851 $0.31 6,949 27,929,513 $0.25 
Total Capital Expenditures$119,787   $91,011   $73,537   

(5)Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary wear and tear including, but not limited to, expenditures made for maintenance or replacement of parking lot, roofing materials, mechanical systems, HVAC systems and other structural systems.

(1)Cost is reported in thousands.

(2)For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures.  For recurring capital expenditures, reflects the weighted average square footage of our consolidated portfolio for the period.  
(3)PSF amounts calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (1) and (2) above.
50

(4)Non-recurring capital expenditures are expenditures made in respect of a property for repositioning, redevelopment, or other major upgrade or renovation of such property, and further includes capital expenditures for seismic upgrades, roof or parking lot replacements or capital expenditures for deferred maintenance existing at the time such property was acquired.
(5)Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary wear and tear including, but not limited to, expenditures made for maintenance of parking lot, roofing materials, mechanical systems, HVAC systems and other structural systems.


Item 3. Legal Proceedings
From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.




Item 4. Mine Safety Disclosures
Not applicable.

51


PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Market Information
Our common stock is traded on the NYSE under the symbol “REXR”. OnAs of February 14, 2018, the reported closing sale price per share8, 2023, there were 251 holders of record of our common stock was $27.69, and there were approximately 162 holders of record.stock. Certain shares of our Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing numbers.
The following table sets forth the high and low closing sales prices for our common stock as reported by the NYSE and the per share dividends declared on our common stock, for the periods indicated:
  Range  
Period High Low Cash Dividend per Common Share
2017      
First Quarter $24.15
 $21.54
 $0.145
Second Quarter $28.08
 $22.60
 $0.145
Third Quarter $30.41
 $26.93
 $0.145
Fourth Quarter $31.52
 $29.10
 $0.145
2016      
First Quarter $18.36
 $15.43
 $0.135
Second Quarter $21.10
 $17.85
 $0.135
Third Quarter $23.17
 $20.91
 $0.135
Fourth Quarter $23.27
 $20.27
 $0.135
We intend to continue to pay regular quarterly distributions on our common stock, however, the actual amount and timing of distributions will be at the discretion of our board of directors and will depend upon a variety of factors including our actual financial condition, in addition to the requirements of the Code, and no assurance can be given as to the amounts or timing of future distributions. In addition, our unsecured revolving credit facility and term loan facilities contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may not exceed the greater of (1) 95% of our FFO (as defined in the loan agreements) and (2) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.
Sales of Unregistered Securities
None.


Repurchases of Equity Securities
Period
Total Number of Shares Purchased(1)
Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2022 to October 31, 2022226 $51.80 N/AN/A
November 1, 2022 to November 30, 202282 $55.80 N/AN/A
December 1, 2022 to December 31, 202238 $54.12 N/AN/A
346 $53.00 N/AN/A
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2017 to October 31, 2017 (1)
 25,483
 $29.59
 N/A N/A
November 1, 2017 to November 30, 2017(1)
 558
 $29.95
 N/A N/A
December 1, 2017 to December 31, 2017 —
 $—
 N/A N/A
  26,041
 $29.60
 N/A N/A
(1)Reflects shares of common stock that were tendered by certain of our employees to satisfy tax withholding obligations related to the vesting of restricted shares of common stock.
(1)In October 2017 and November 2017, these shares were tendered by certain of our employees to satisfy minimum statutory tax withholding obligations related to the vesting of restricted shares.

Equity Compensation Plan Information
Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this Annual Report on Form 10-K.

52


Performance Graph
The following graph compares the cumulative total stockholder return on our common stock from July 18, 2013 to December 31, 2017 through December 31, 2022, with the cumulative total return of the Standard & Poor’s 500 Index and a selection of appropriate “peer group” indexes (assuming the investment of $100 in our common stock and in each of the indexes on July 18, 2013,December 31, 2017, and that all dividends were reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock during the applicable fiscal year). The total return performance shown in this graph is not necessarily indicative of, and is not intended to suggest, future total return performance.
rexr-20221231_g1.jpg
Period Ending
Index12/31/201712/31/201812/31/201912/31/202012/31/202112/31/2022
Rexford Industrial Realty, Inc.$100.00$103.24$162.92$178.70$299.91$206.42
S&P 500 Index$100.00$95.62$125.72$148.85$191.58$156.88
Dow Jones Equity All REIT Index$100.00$95.90$123.46$117.54$165.97$124.47
Dow Jones U.S. Real Estate Industrial Index$100.00$96.36$137.49$157.52$241.82$163.89
 Period Ending
Index7/18/201312/31/201312/31/201412/31/201512/31/201612/31/2017
Rexford Industrial Realty, Inc.100.00
95.80
117.83
126.93
184.60
237.23
S&P 500100.00
110.47
125.60
127.34
142.56
173.69
MSCI U.S. REIT100.00
91.51
119.31
122.31
132.83
139.57
SNL U.S. REIT Industrial100.00
93.91
113.62
117.07
147.43
178.10




Item 6. Selected Financial Data.[Reserved]
The following table sets forth selected financial and operating data on a historical basis for “Rexford Industrial Realty, Inc. Predecessor” prior to our IPO and Rexford Industrial Realty, Inc. subsequent to our IPO. Rexford Industrial Realty, Inc. Predecessor consists of Rexford Industrial, LLC, Rexford Sponsor V LLC, Rexford Industrial Fund V REIT, LLC and their consolidated subsidiaries which consists of Rexford Industrial Fund I, LLC, Rexford Industrial Fund II, LLC, Rexford Industrial Fund III, LLC, Rexford Industrial Fund IV, LLC, Rexford Industrial Fund V, LP and their subsidiaries. Each of the entities comprising Rexford Industrial Realty, Inc. Predecessor were owned, managed, and controlled, individually or jointly, by our predecessor principals. As such, we have combined these entities on the basis of common ownership and common management.
You should read the following summary financial and operating data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited financial statements and related notes, elsewhere in this Annual Report on Form 10-K.
The summary historical consolidated and combined financial and operating data as of December 31, 2017, 2016, 2015, 2014, and 2013 and for the years ended December 31, 2017, 2016, 2015 and 2014, the period from July 24, 2013 to December 31, 2013, and the period from January 1, 2013 to July 23, 2013, have been derived from our audited historical consolidated financial statements subsequent to our IPO and our audited historical combined financial statements of Rexford Industrial Realty, Inc. Predecessor prior to our IPO.  All consolidated financial data has been restated, as appropriate, to reflect the impact of activity classified as discontinued operations for all periods presented. 

 Rexford Industrial Realty, Inc. Rexford Industrial Realty, Inc. Predecessor
 Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended Period from
July 24, 2013 to
December 31, 2013		 Year Ended Period from
January 1, 2013
to July 23, 2013
 (in thousands, except for share and per share data)
Statement of Operations Data:   
  
  
    
Total revenues from continuing operations$161,355
 $126,192
 $93,900
 $66,581
 $21,618
 $22,747
Net income (loss) from continuing operations$41,700
 $25,876
 $1,950
 $(1,170) $(1,002) $(8,194)
Net income (loss)$41,700
 $25,876
 $1,950
 $976
 $(711) $(4,281)
Per Share Data:     
  
  
  
Weighted average common shares outstanding - basic71,198,862
 62,723,021
 54,024,923
 31,953,506
 24,925,226
  
Weighted average common shares outstanding - diluted71,598,654
 62,965,554
 54,024,923
 31,953,506
 $24,925,226
  
Net income (loss) from continuing operations available to common stockholders - basic and diluted$0.48
 $0.36
 $0.03
 $(0.04) $(0.04)  
Net income (loss) available to common stockholders - basic and diluted$0.48
 $0.36
 $0.03
 $0.02
 $(0.03)  
Dividends declared per common share$0.58
 $0.54
 $0.51
 $0.48
 $0.21
  
Balance Sheet Data (End of Period):     
  
  
  
Total real estate held for investment, before accumulated depreciation$2,161,965
 $1,552,129
 $1,188,766
 $930,462
 $540,623
  
Total real estate held for investment, after accumulated depreciation$1,988,424
 $1,416,989
 $1,085,143
 $853,578
 $481,673
  
Total assets$2,111,373
 $1,515,008
 $1,153,251
 $932,185
 $554,236
  
Notes payable$668,941
 $500,184
 $418,154
 $356,362
 $192,008
  
Total liabilities$746,119
 $552,868
 $459,507
 $386,308
 $212,467
  
Preferred stock$159,713
 $86,651
 $—
 $—
 $—
  
Total equity$1,365,254
 $962,140
 $693,744
 $545,877
 $341,769
  
Other Data:     
  
  
  
Funds from operations(1)
$76,968
 $58,584
 $43,844
 $27,970
 $8,316
 $4,307
Cash flow provided by operating activities$76,650
 $56,432
 $40,508
 $24,504
 $8,912
 $4,593
Cash flow used in investing activities$(606,900) $(361,214) $(236,774) $(380,581) $(81,719) $(46,616)
Cash flow provided by (used in) financing activities$521,595
 $315,106
 $192,861
 $355,686
 $81,804
 $(1,476)
Total number of in-service properties151
 136
 119
 98
 68
 61
(1)See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Supplemental Measure: Funds From Operations,” in this Annual Report on Form 10-K for a reconciliation to net income and a discussion of why we believe FFO is a useful supplemental measure of operating performance, ways in which investors might use FFO when assessing our financial performance, and FFO’s limitations as a measurement tool.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the sections of this Annual Report on Form 10-K entitled “Risk Factors,” “Forward-Looking Statements,” “Business” and our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
53

Company Overview

Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service REIT focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013.  Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, manage,improve, redevelop, lease acquire and developmanage industrial real estate primarilyprincipally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property.  We are organized and conduct our operations to qualify as a REIT under the Code, and generally are not subject to federal taxes on our income to the extent we distribute our income to our shareholders and maintain our qualification as a REIT.
As of December 31, 2017,2022, our consolidated portfolio consisted of 151356 properties with approximately 18.5 million rentable square feet. In addition, we currently manage an additional 19 properties with approximately 1.242.4 million rentable square feet.   
Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments and mortgage debt investments secured by industrial property in high barrier Southern California infill markets. Our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flow, as well as properties or land parcels where we can enhance returns over time through value-add renovationsrepositioning and redevelopment.redevelopments. Scarcity of available space and high barriers limiting new construction of for-lease product all contribute to create superior long-term supply/demand fundamentals within our target infill Southern California industrial property markets. With our vertically integrated operating platform and extensive value-add investment and management capabilities, we believe we are in a positionpositioned to capitalize upon the opportunities in our markets to achieve our objectives.


Highlights
AcquisitionsFull Year Financial and Operational Highlights
During 2017, we acquired 21 properties, aggregating 4.2•Net income attributable to common stockholders increased by 40.9% to $157.5 million square feet,in 2022 compared to 2021.
•Core funds from operations (Core FFO)(1) attributable to common stockholders increased by 45.3% to $334.7 million in 2022 compared to 2021.
•Net operating income (NOI)(1) increased by 39.6% to $480.1 million in 2022 compared to 2021.
•Total portfolio occupancy at year-end was 94.6%.
•Same Property Portfolio(2) average occupancy for an aggregate cost of $666.7 million.the year ended December 31, 2022 was 98.7% and ending occupancy at year-end was 98.1%.
Repositioning
During 2017, we completed the lease-up of five of our value-add repositioning properties located at 679-691 South Anderson Street, 18118 South Broadway Street, 3880 Valley Boulevard, 12131 Western Avenue•Executed a total 442 new and 228th Street,renewal leases with a combined 0.55.1 million rentable square feet. We also pre-leased 43,927 square feet, with leasing spreads of repositioning space at 3233 Mission Oaks Boulevard with the lease commencing80.9% on January 31, 2018.a GAAP basis and 58.8% on a cash basis.
Dispositions•Received credit rating upgrades to BBB+ from S&P and Fitch and Baa2 from Moody’s.
Acquisitions
•During 2017,2022, we completed the sale of six of our52 acquisitions representing 61 properties with a combined 0.85.9 million rentable square feet of buildings on 319.6 acres of land, including 31.5 acres of land for near term redevelopment, for an aggregate purchase price of $2.4 billion.
•Subsequent to December 31, 2022, we completed the acquisition of two properties with a combined 1.2 million rentable square feet buildings on 52.3 acres of land, for a purchase price of $405.0 million.
Dispositions
•During 2022, we sold one property with 79,247 rentable square feet, for a total gross sales price of $98.7$16.5 million and totalrecognized $8.5 million in gains on sale of real estate.
____________________
(1) For a reconciliation to net cash proceedsincome and a discussion of $96.0 million,why we believe Core FFO and NOI are useful supplemental measures of operating performance, see “Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 7 of this Annual Report on Form 10-K.
(2) For a definition of “Same Property Portfolio,” see “Results of Operations” included under Item 7 of this Annual Report on Form 10-K.
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Repositioning & Redevelopment
•During 2022, we stabilized seven of our repositioning/redevelopment properties located at 29025-29055 Avenue Paine, 900 East Ball Road, 11600 Los Nietos Road, 3441 MacArthur Boulevard, 415-435 Motor Avenue, 15650-15700 Avalon Boulevard and 19475 Gramercy Place, which $77.8 million was reinvested as parthave a combined 644,512 rentable square feet.
•During 2022, we pre-leased our repositioning properties located at 12133 Greenstone Avenue and 19431 Santa Fe Avenue. The leases are expected to commence in 2023 subject to completion of four separate 1031 Exchange transactions.repositioning work.
Equity
•During 2017,2022, we soldissued 28,343,395 shares of common stock for total net proceeds of $1.8 billion through a totalrange of 11,968,927equity transactions, as follows:
◦We entered into forward equity sales agreements under our ATM programs with respect to 23,519,219 shares of our common stock under our various at-the-marketat a weighted average initial forward sale price of $64.29 per share. We partially settled these forward equity offering programs, for gross proceeds of $336.6 million, or approximately $28.13 per share,sales agreements and net proceeds of approximately $331.6 million after deducting the sales agents’ fee.



In November 2017, we completed a public offering of 3,000,000outstanding forward sale agreement from 2021 by issuing 24,788,691 shares of our 5.875% Series B Cumulative Redeemable Preferred Stock at a price of $25.00 per share,common stock in exchange for net proceeds of approximately $72.5 million after deducting$1.6 billion.
◦In the underwriters’ discount and offering costs.
Financing
In February 2017,fourth quarter of 2022, we entered into forward equity sale agreements in connection with an agreementunderwritten public offering of 11,846,425 shares of our common stock, including 346,425 shares related to the partial exercise of underwriters’ option to purchase additional shares, at a public offering price of $56.00 per share for an offering value of $663.4 million. In December 2022, we partially settled the forward equity sale agreements by issuing 3,554,704 shares of common stock in exchange for net proceeds of $198.7 million.
•Subsequent to December 31, 2022, in January 2023, we partially settled the outstanding forward equity sale agreements related to the public offering by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million.
•As of the date of this filing we had 1,311,592 shares of common stock, or approximately $72.9 million of net forward proceeds remaining for settlement prior to May 2024, based on a $450 millionweighted average forward sale price of $55.55 per share.
Financing
•In May 2022, we amended our senior unsecured credit facility, comprisedagreement to, among other changes, increase the borrowing capacity of a $350 millionour unsecured revolving credit facility that will mature in February 2021, with two six-month extensions available,to $1.0 billion from $700.0 million and to add a $100$300.0 million unsecured term loan. The proceeds from the $300.0 million unsecured term loan were used to repay our $150.0 million unsecured term loan facility that will maturedue in February 2022. Borrowings2025, terminate the associated swap, partially repay outstanding borrowings under the $350 million unsecured revolving credit facility bearand for general corporate purposes.
•In July 2022, we amended our senior unsecured credit agreement to add a $400.0 million unsecured term loan with a maturity date of July 19, 2024 (with two extension options of one year each). Proceeds were used to fund acquisitions, reduce outstanding borrowings under the unsecured revolving credit facility and for general corporate purposes.
•In July 2022, we executed five interest rate swap transactions with an aggregate notional value of $300.0 million to manage our exposure to changes in 1-month term SOFR (Term SOFR) related to a portion of our variable-rate debt. These swaps, which are effective July 27, 2022, and mature on May 26, 2027, currently fix Term SOFR at LIBOR plus an applicable margin that will range from 1.10% to 1.50% per annum depending ona weighted average rate of 2.81725%.
•In October 2022, we refinanced our leverage ratio, and the $100amortizing $60.0 million unsecuredterm loan expiring in August 2023. The new $60.0 million term loan facility bears interest at LIBORTerm SOFR, increased by a 0.10% SOFR adjustment, plus an applicable margin that will range from 1.20% to 1.70%of 1.25% per annum, dependingand matures on October 27, 2024, with three one-year extension options available.
•Subsequent to December 31, 2022, on February 6, 2023, our leverage ratio.board of directors declared a quarterly dividend of $0.380 per share, an increase of 20.6% from the prior quarterly rate of $0.315 per share.
In March 2017,•Subsequent to December 31, 2022, we repaidcertified that the $9.7 million outstanding balance on one ofsustainability performance target associated with our secured mortgage loanssenior unsecured credit agreement was met for 2022, resulting in advancethe reduction of the February 1, 2019 maturity date.applicable margin and applicable credit facility by 0.04% and 0.01%, respectively.
In July 2017, we completed a private placement of $125 million of 10-year senior notes at a fixed annual interest rate of 3.93%.
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In December 2017, we repaid the $5.1 million outstanding balance on one of our secured mortgage loans in advance of the April 1, 2018 maturity date.


Factors That May Influence Future Results of Operations
Market and Portfolio Fundamentals
Our operating results depend upon the infill Southern California industrial real estate market.
The infill Southern California industrial real estate sector has continued to exhibit strong fundamentals. These high-barrier infill markets are characterized by a relative scarcity of available product, generally operating at near fullor above approximately 98% occupancy, coupled with the limited ability to introduce new supply due to high land and developmentredevelopment costs and a dearth of developable land in markets experiencing a net reduction in supply as over time more industrial property is converted to non-industrial uses than can be delivered. Consequently, available industrial supply continueshas continued to decrease in many of our target infill submarkets landlord concessions remain at cyclically low levels and construction deliveries are fallinghave fallen short of demand. Meanwhile, underlying tenant demand within our infill target markets continues to demonstrate growth, illustrated or driven by strong re-leasing spreads and renewal activity, an expanding regional population,economy, substantial growth in e-commerceecommerce transaction and delivery volumes, as well as further compression of delivery time-frames to consumers and to businesses, increasing the significance of last-mile facilities for timely fulfillment. We expect thatThat said, economic uncertainties as a result of rising inflation and increasing interest rates could impact future demand, rental rates and vacancy within our infill Southern California market.
Tenant demand remains strong within our portfolio, which is strategically located within prime infill Southern California industrial markets. The quality and intensity of tenant demand coupled within 2022 is demonstrated through the continued low availability of industrial product, exacerbatedCompany’s strong leasing spreads and volume, achieving rental rates and related terms from new and renewing tenants that have generally exceeded those from historical years (see “—Leasing Activity and Rental Rates” below). This tenant demand has been driven by a reductionwide range of sectors, from consumer products, healthcare and medical products to aerospace, food, construction, and logistics, as well as by an emerging electric vehicle industry, among other sectors. In recent years, we have observed a notable increase in supply primarily due to re-zoningecommerce-oriented tenants securing space within our portfolio, in part driven by the impacts of available land to residential or mixed-use, may cause leasing ratesthe COVID-19 pandemic, which has accelerated the growth in the range and volume of goods and customers transacting through ecommerce. In addition, ecommerce-related delivery demand associated with last-mile distribution is driving discernible shifts in inventory-handling strategies among retailers and distributors, which we believe is driving incremental demand for our infill property locations. Our portfolio, which we believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue to grow through 2018. Despite potential concerns related to global growth, tax reformserve our existing diverse tenant based and possible changes to tradeattract incremental ecommerce-oriented and tariff policies andtraditional distribution demand.
We believe our portfolio’s leasing performance in 2022 has generally outpaced that of the impact of rising interest rates,infill markets within which we continue to observe a number of positive trends withinoperate, although, as discussed in more detail below, our target infill markets continue to operate at or near historically high levels of occupancy. We believe this performance has been driven by our highly entrepreneurial business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We also believe the quality and entrepreneurial approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to outcompete within our markets that we expect will continue intobelieve are generally otherwise owned by more passive, less-focused real estate owners.
General Market Conditions
The following are general market conditions and do not necessarily reflect the upcoming year.results of our portfolio. For our portfolio specific results see “—Rental Revenues” and “—Results of Operations” below.
In Los Angeles County, positive market trends continued through 2017, as record high occupancy levels persisted year-over-year andfundamentals were strong during 2022. Average asking lease rates increased at a stable pace during 2017.year-over-year, reaching an all-time high due to high levels of demand and near-record low vacancy levels, with several submarkets retaining sub 1% vacancy rates throughout the year. Current market conditions indicate rents may continue their upward trend with potential increasesare likely to increase, but a more modest pace, through 2018,2023, as demand has been steady, occupancy still remains at near capacity levels and new development is limited by a lack of land availability and an increase in land and development costs.
In Orange County, market fundamentals remained favorable throughout 2017. Rents continued their upward trendwere very strong during 2017 and although vacancy nominally2022. Average asking lease rates increased year-over-year demand remained steady.  Regionalreaching a record high and vacancy decreased year-over-year to a new historic low at sub 1% vacancy. While lease rate growth has slowed over recent quarters, current market conditions indicate rents are likely to increase through 2023 due to continued demand and the potential for continued rental growth through 2018.low availability of industrial product in this region.
In San Diego, during 2017 net absorption was strong, overallvacancy increased year-over-year while still remaining at historically low levels and average asking lease rates increased to a record high and overall vacancy in the market decreased to an all-time low, which may position the market strongly for 2018.year-over-year.
In Ventura County, vacancy declinedincreased slightly year-over-year and average asking lease rates increased slightly year-over year.year-over-year.
Lastly, in the Inland Empire, new industrial product continues to be absorbed well in the market.  In the Inland Empire West, which contains infill markets in which we operate, vacancy remained at historically low levels and asking lease rates


increased year-over-year. We expect the outlookyear-over-year rising above 1% for the Inland Empire Westfirst time since mid-2021, and average taking lease rates increased significantly year-over-year. Current
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market conditions indicate rents are likely to remain positive over the upcoming year.continue to increase through 2023, though at a moderated pace when compared to 2022 growth. We generally do not focus on properties located within the non-infill Inland Empire East sub-market where available land and the development and construction pipeline for new supply is substantial.
Acquisitions and Value-Add Repositioning and Redevelopment of Properties
The Company’s external growth strategy comprises acquiring leased, stabilized properties as well as properties with value-add opportunities to improve functionality and to deploy our value-driven repositioning and asset management programs in order to increase cash flow and value. Additionally, from time to time, we may acquire industrial outdoor storage sites, land parcels or properties with excess land for ground-up redevelopment projects. Acquisitions may comprise single property investments as well as the purchase of portfolios of properties, with transaction values ranging from approximately $10 million single property investments to portfolios potentially valued in the billions of dollars. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California, while endeavoring to take appropriate steps to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws.
A key component of our growth strategy is to acquire properties through off-market and lightly marketed transactions that are often operating at below-market occupancy or below-market rent at the time of acquisition or that have near-term lease roll-over or that provide opportunities to add-valueadd value through functional or physical repositioning and improvements.  Through various repositioning, redevelopment, repositioning, and professional leasing and marketing strategies, we seek to increase the properties’ functionality and attractiveness to prospective tenants and, over time, to stabilize the properties at occupancy and lease rates that meet or exceed market rates.
A repositioning can consist ofprovide a range of improvements to a property.property improvements. This may include a complete structural renovation of a property whereby we convert large underutilized spaces into a series of smaller and more functional spaces, or it may include the creation of additional square footage, the modernization of the property site, the elimination of functional obsolescence, the addition or enhancement of loading areas and truck access, the enhancement of fire-life-safety systems or other accretive improvements.improvements, in each case designed to improve the cash flow and value of the property.
We have a number of significant repositioning properties, which are individually presented in the tables below. A repositioning property that is considered significant is typically defined as a property where a significant amount of space is held vacant in order to implement capital improvements, the cost to complete repositioning work and lease-up is estimated to be greater than $1 million and the repositioning and lease-up time frame is estimated to be greater than six months. We also have a range of other spaces in repositioning, that due to their smaller size, relative scope, projected repositioning costs or relatively nominal amount of down-time, are not presented below, however, in the aggregate, may be substantial (and which we refer to as “other repositioning projects”).
A repositioning is generally considered complete once the investment is fully or nearly fully deployed and the property is available for occupancy. Because each repositioning effort is unique and determined based on the property, targeted tenants and overall trends in the general market and specific submarket, the timing and effect of the repositioning on our rental revenue and occupancy levels will vary, and, as a result, will affect the comparison of our results of operations from period to period with limited predictability.
A redevelopment property is defined as a property where we plan to fully or partially demolish an existing building(s) due to building obsolescence and/or a property with excess or vacant land where we plan to construct a ground-up building.
As of December 31, 2017, four2022, 16 of our properties were in various stages ofunder current repositioning or redevelopment and one of our properties waswere in the lease-up stage. In addition, we have a pipeline of 12 additional properties for which we anticipate beginning repositioningrepositioning/redevelopment construction work on three additional properties during 2018.between the first quarter of 2023 and the first quarter of 2024. The tabletables below setsset forth a summary of these properties, as well as the five repositioning properties that were most recently stabilized during 2017. In additionin 2022 and 2021, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. We consider a repositioning/redevelopment property to be stabilized upon the propertiesearlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.

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Estimated Construction Period(1)
Property (Submarket)Market
Total Property Rentable Square Feet(2)
Repositioning/ Lease-up Rentable Square Feet(2)
StartCompletionTotal Property Leased % at 12/31/22
Current Repositioning:
12821 Knott Street (West OC)(3)
OC165,171 165,171 1Q-20191Q-2023—%
12133 Greenstone Avenue (Mid-Counties)(4)
LALANDLAND1Q-20211Q-2023100%
8210-8240 Haskell Avenue (SF Valley)LA52,934 52,934 1Q-20221Q-2023—%
19431 Santa Fe Avenue (South Bay)LALANDLAND1Q-20222Q-2023
100%(5)
Total Current Repositioning218,105 218,105 
Lease-Up - Repositioning
14100 Vine Place (Mid-Counties)LA122,514 122,514 2Q-20224Q-2022—%
Future Repositioning:
20851 Currier Road (SG Valley)LA59,412 59,412 1Q-20232Q-2023—%
2800 Casitas Avenue (SF Valley)LA117,234 117,234 1Q-20233Q-2023100%
500 Dupont Avenue (IE - West)SB276,000 276,000 1Q-20231Q-2024—%
11308-11350 Penrose Street (SF Valley)LA151,604 71,824 1Q-20232Q-2024100%
29120 Commerce Center Drive (SF Valley)LA135,258 135,258 3Q-20231Q-2024100%
1010 Belmont Street (IE - West)SB61,824 61,824 3Q-20233Q-2024100%
Total Future Repositioning801,332 721,552 
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Estimated Construction Period(1)
Property (Submarket)Market
Estimated Redevelopment Rentable Square Feet(6)
StartCompletionTotal Property Leased % at 12/31/22
Current Redevelopment:
15601 Avalon Boulevard (South Bay)LA86,830 3Q-20211Q-2023—%
1055 Sandhill Avenue (South Bay)LA127,857 3Q-20211Q-2024—%
9615 Norwalk Boulevard (Mid-Counties)LA201,571 3Q-20212Q-2024—%
9920-10020 Pioneer Boulevard (Mid-Counties)LA162,231 4Q-20211Q-2024—%
12752-12822 Monarch Street (West OC)(7)
OC161,711 1Q-20222Q-2023See note (7)
1901 Via Burton (North OC)OC139,449 1Q-20221Q-2024—%
3233 Mission Oaks Boulevard (Ventura)(8)
VC117,358 2Q-20222Q-2024—%
6027 Eastern Avenue (Central LA)LA93,498 3Q-20221Q-2024—%
8888-8892 Balboa Avenue (Central SD)SD123,488 3Q-20221Q-2024—%
12118 Bloomfield Avenue (Mid-Counties)LA109,570 4Q-20221Q-2024—%
2390-2444 American Way (North OC)OC100,483 4Q-20221Q-2024—%
4416 Azusa Canyon Road (San Gabriel Valley)LA130,063 4Q-20222Q-2024—%
Total Current Redevelopment1,554,109 
Future Redevelopment:
3071 Coronado Street (North OC)OC105,173 1Q-20231Q-2024100%
15010 Don Julian Road (San Gabriel Valley)LA219,242 1Q-20232Q-2024—%
12772 San Fernando Road (San Fernando Valley)LA143,421 3Q-20233Q-202452%
17907-18001 Figueroa Street (South Bay)LA75,392 4Q-20234Q-2024100%
21515 Western Avenue (South Bay)LA84,100 4Q-20234Q-2024—%
13711 Freeway Drive (Mid-Counties)LA104,500 1Q-20242Q-2025100%
Total Future Redevelopment731,828 

Stabilized:(9)
MarketStabilized Rentable Square FeetStabilized PeriodTotal Property Leased % at 12/31/22
29025-29055 Avenue Paine (San Fernando Valley)LA111,260 1Q-2022100%
900 East Ball Road (North OC)OC62,607 2Q-2022100%
11600 Los Nietos Road (Mid-Counties)LA106,251 3Q-2022100%
3441 MacArthur Blvd. (OC Airport)OC124,102 3Q-2022100%
415-435 Motor Avenue (SG Valley)LA94,321 4Q-2022100%
15650-15700 Avalon Blvd. (South Bay)LA98,259 4Q-2022100%
19475 Gramercy Place (South Bay)LA47,712 4Q-2022100%
Total 2022 Stabilized644,512 
The Merge (Inland Empire West)SB333,544 2Q-2021100%
16221 Arthur Street (Mid-Counties)LA61,372 2Q-2021100%
Rancho Pacifica Buildings 1 & 6 (South Bay)(10)
LA488,114 3Q-2021100%
8745-8775 Production Avenue (Central SD)SD26,200 3Q-2021100%
19007 Reyes Avenue (South Bay)(11)
LA— 3Q-2021100%
851 Lawrence Drive (Ventura)VC90,773 3Q-2021100%
Total 2021 Stabilized1,000,003 
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(1)The estimated construction start period is the period we anticipate starting physical construction on a project. Prior to physical construction, we engage in pre-construction activities, which include design work, securing permits or entitlements, site work, and other necessary activities preceding construction. The estimated completion period is our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis. The estimated construction period is subject to change as a result of a number of factors including but not limited to permit requirements, delays in construction (including delays related to supply chain backlogs), changes in scope, and other unforeseen circumstances.
(2)“Total Property Rentable Square Feet” is the total rentable square footage of the entire property or particular building(s) (footnoted if applicable) under repositioning/lease-up. “Repositioning/Lease-up Rentable Square Feet” is the actual rentable square footage that is subject to repositioning at the property/building, and may be less than Total Property Rentable Square Feet.
(3)At 12821 Knott Street, we are repositioning the existing 120,800 rentable square foot building and constructing approximately 45,000 rentable square feet of new warehouse space.
(4)At 12133 Greenstone Avenue, a 4.8 acre industrial site, we demolished the existing 12,586 rentable square foot truck terminal building to provide greater functionality as a single tenant container storage facility. As of December 31, 2022, the property has been pre-leased with the lease expected to commence in the table below, wesecond quarter of 2023, subject to completion of repositioning work.
(5)As of December 31, 2022, 19431 Santa Fe Avenue has been leased and the tenant is occupying a portion of the property. The tenant is expected to take full occupancy in the second quarter of 2023, subject to completion of repositioning work.
(6)Represents the estimated rentable square footage of the project upon completion of redevelopment.
(7)As of December 31, 2022, 12752-12822 Monarch Street comprises 271,268 rentable square feet. The project includes 111,325 rentable square feet with tenants in-place that are not being redeveloped. We are repositioning 63,815 rentable square feet, and have demolished 99,925 rentable square feet and are constructing a new 97,896 rentable square feet building in its place. At completion, the total project will contain 273,036 rentable square feet.
(8)As of December 31, 2022, 3233 Mission Oaks Boulevard comprises 409,217 rentable square feet that are currently occupied and not being redeveloped. We plan to construct one new building comprising 117,358 rentable square feet. We are also performing site work across the entire project. At completion, the total project will contain 526,575 rentable square feet.
(9)We consider a repositioning property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.
(10)Rancho Pacifica Buildings 1 & 6 are located at 2301-2329 Pacifica Place and 2332-2366 Pacifica Place, and represent two buildings totaling 488,114 rentable square feet, out of six buildings at our Rancho Pacifica Park property, which have a range of smaller spaces in value-add repositioning or renovation, that due to their smaller size, are not presented below, however, intotal 1,152,883 rentable square feet. Property leased percentage reflects the aggregate, may be substantial.two buildings.

(11)At 19007 Reyes Avenue, a 4.5 acre industrial site, we removed the dysfunctional improvements and converted the site into a single tenant industrial outdoor storage facility for container storage.

          
Estimated Construction Period(1)
   
Property (Submarket) Market Total Property Rentable Square Feet Vacant Rentable Square Feet Under Repositioning/Lease-up Estimated Development Rentable Square Feet Start Completion Total Property Leased % at 12/31/17 
Current Repositioning:               
14750 Nelson - Repositioning   147,360 147,360 — 3Q-2016 1Q-2018 —% 
14750 Nelson - Development   — — 53,897 3Q-2016 2Q-2018 —% 
14750 Nelson (San Gabriel Valley) LA 147,360 147,360 53,897 3Q-2016 2Q-2018 —% 
301-445 Figueroa Street (South Bay)(2)
 LA 133,650 78,760 — 4Q-2016 3Q-2018 42% 
28903 Avenue Paine - Repositioning   111,346 111,346 — 1Q-2017 1Q-2018 —% 
28903 Avenue Paine - Development   — — 112,654 1Q-2017 4Q-2018 —% 
28903 Avenue Paine (SF Valley) LA 111,346 111,346 112,654 1Q-2017 4Q-2018 —% 
3233 Mission Oaks Blvd (Ventura):       —       
Unit 3233-H(3)
 VC 461,210 43,927 — 1Q-2017 4Q-2017 64% 
Unit 3233 VC 461,210 111,419 — 2Q-2017 4Q-2018 64% 
Total     492,812 166,551       
                
Lease-up Stage:               
1601 Alton Parkway (OC Airport) OC 124,988 15,874 — 4Q-2014 4Q-2017 87% 
Total     15,874 —       
                
Future Repositioning:               
9615 Norwalk Boulevard (Mid-Counties) LA 38,362 — 201,808 2Q-2018 2Q-2019 100% 
2722 Fairview Street (OC Airport)(4)
 OC 116,575 — — 1Q-2018 2Q-2018 100% 
15401 Figueroa Street (South Bay) LA 38,584 — — 2Q-2018 3Q-2018 100% 
Total   
 — 201,808       
                
Total Current Repositioning, Lease-up Stage and Future Repositioning:     508,686 368,359       
                
Stabilized:(5)
               
679-691 S. Anderson Street (Central LA) LA 47,490 — — N/A N/A 100% 
18118 S. Broadway Street (South Bay) LA 78,183 — — N/A N/A 100% 
3880 Valley Boulevard (San Gabriel Valley) LA 108,550 — — N/A N/A 100% 
12131 Western Avenue (West OC) OC 207,953 — — N/A N/A 100% 
228th Street (South Bay) LA 88,971 — — N/A N/A 98% 

(1)The estimated construction period is subject to change as a result of a number of factors including but not limited to permit requirements, delays in construction, changes in scope, and other unforeseen circumstances.
(2)The property located at 301-445 Figueroa Street has 14 units, all of which will be repositioned in various phases. As of December 31, 2017, the property consists of: two units (23,700 rentable square feet) that have been completed and leased; five units (54,290 RSF) that have been completed and are vacant; three units (24,470 rentable square feet) that are currently undergoing repositioning; and four units (31,190 rentable square feet) in which repositioning has not yet started. We estimate that the latter seven units (55,650 rentable square feet) will be completed between 1Q-2018 and 3Q-2018.


(3)As of December 31, 2017, Unit H has been pre-leased to a tenant with a commencement date of January 31, 2018.
(4)The property located at 2722 Fairview is a two-unit building which is 100% occupied by two tenants as of December 31, 2017. We plan to reposition one of the units (58,802 rentable square feet) when the current tenant’s lease terminates in February 2018.
(5)We consider a repositioning property to be stabilized at the earlier of the following: (i) upon reaching 90% occupancy or (ii) one year from the date of completion of repositioning construction work.

Capitalized Costs
Properties that are nonoperational as a result of repositioning or redevelopment activity may qualify for varying levels of interest, insurance and real estate tax capitalization during the developmentredevelopment and construction period. An increase in our repositioning and developmentredevelopment activities resulting from value-add acquisitions could cause an increase in the asset balances qualifying for interest, insurance and tax capitalization in future periods.  We capitalized $1.7$12.2 million of interest expense and $1.2$5.2 million of insurance and real estate tax expense during the year ended December 31, 2017,2022, related to our repositioning and redevelopment projects.

Construction Costs and Timing
Recent inflationary and supply chain pressures have led to increased construction materials and labor costs, which when combined with longer lead times for governmental approvals and entitlements, have led to an overall increase in budgeted and actual construction costs as well as delays in starting and completing certain of our redevelopment projects. While low vacancy in our markets and continued rent growth (see “—Leasing Activity and Rental Rates” below) has helped to mitigate some of the impact of rising construction costs and project delays, additional increases in costs and further delays could result in a lower expected yield on our redevelopment projects, which could negatively impact our future earnings.
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Rental RevenueRevenues
Our operating results depend primarily upon generating rental revenue from the properties in our consolidated portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels and rental rates at our properties, which will depend upon our ability to lease vacant space and re-lease expiring space at favorable rates.
Occupancy Rates
As of December 31, 2017,2022, our consolidated portfolio, inclusive of space in repositioning as described in the subsequent paragraph, was 95.5%approximately 94.6% occupied, while our stabilized consolidated portfolio exclusive of such space was approximately 97.9% occupied. We believe the opportunity to increase occupancy at our properties will be an important driver of future revenue growth. An opportunity to drive this growth will derive from the lease-up of recently completed repositioning projects and the completion and lease-up of repositioning and redevelopment projects that are currently under construction and planned for near-term construction.
As summarized in the tabletables under “Acquisitions and Value-Add Repositioning and Redevelopment of Properties” above, as of December 31, 2017, five2022, 16 of our properties with a combined 0.51.8 million vacantof estimated rentable square feet were in various stages of redevelopment,at completion are under current repositioning or lease-up. These fiveredevelopment, one property is in lease-up, and we have a near-term pipeline of 12 repositioning and redevelopment projects with a combined 1.5 million of estimated rentable square feet at completion. Additionally, as of December 31, 2022, we had 0.4 million rentable square feet of other repositioning projects. Vacant space at these properties areis concentrated in our Los Angeles, Orange County and VenturaSan Bernardino markets and represent 2.8%represents 3.3% of our total consolidated portfolio square footage as of December 31, 2017.2022. Including vacant repositioning and lease-up space at these five properties, our weighted average occupancy rate as of December 31, 2017,2022, in our Los Angeles, Orange County and VenturaSan Bernardino markets was 95.3%95.6%, 97.1%92.7% and 86.0%89.7%, respectively. Excluding vacant repositioning and lease-up space at these five properties, our weighted average occupancy rate as of December 31, 2017,2022, in these markets was 99.1%98.5%, 97.7%99.3% and 94.4%94.3%, respectively, and our overall portfolio occupancy excluding these properties was 98.2%.respectively. We believe that a significantan important portion of our long-term future growth will come from the completion of these projects currently under or scheduled for repositioning,repositioning/redevelopment, as well as through the identification or acquisition of new opportunities for redevelopmentrepositioning and repositioning,redevelopment, whether in our existing portfolio or through new investments, which may vary from period to period subject to market conditions.
The occupancy rate of properties not undergoing repositioning is affected by regional and local economic conditions in our Southern California infill markets. Throughout 2017,In the last several years, the Los Angeles, Orange County, San Bernardino and San Diego county markets have continued to show historically low vacancy and positive absorption, resulting from high tenant demand combined with low product availability. Accordingly, our properties in these markets have generally exhibited a similar trend. We expectbelieve that general market conditions towill remain positive in 2018,2023, and we believe the opportunity to increase occupancy and rental rates at our properties will be an important driver of future revenue growth.


growth; however, there can be no assurance that recent positive market trends will continue.
Leasing Activity and Rental Rates
The following tables set forth our leasing activity for new and renewal leases on a quarterly basis for the year ended December 31, 2017:2022:
  New Leases
Quarter Number of Leases Rentable Square Feet Weighted Average
Lease Term
(in years)		 
Effective Rent Per Square Foot(1)
GAAP Leasing
Spreads(2)(4)
Cash Leasing
Spreads(3)(4)
Q1-202235 314,567 4.4 $23.19 66.3 %49.1 %
Q2-202236 649,099 5.8 $22.98 107.6 %76.6 %
Q3-202253 702,882 4.6 $25.29 70.5 %53.6 %
Q4-202240 411,428 8.5 $24.61 109.2 %64.9 %
Total/Weighted Average164 2,077,976 5.7 $24.12 88.9 %61.6 %
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  New Leases
Quarter Number of Leases Rentable Square Feet 
Weighted Average
Lease Term
(in years)
 
Effective Rent Per Square Foot(1)
 
GAAP Leasing
Spreads(2)(4)
 
Cash Leasing
Spreads(3)(4)
Q1-2017 65
 423,766
 4.7
 $10.44
 32.2% 20.4%
Q2-2017 52
 310,950
 4.0
 $9.94
 31.3% 24.2%
Q3-2017 61
 678,882
 4.4
 $10.31
 33.6% 21.4%
Q4-2017 50
 506,581
 6.9
 $10.46
 40.1% 30.1%
Total/Weighted Average 228
 1,920,179
 5.0
 $10.32
 33.8% 23.0%
Renewal LeasesExpiring Leases
Retention %(7)
QuarterNumber of LeasesRentable Square FeetWeighted Average
Lease Term
(in years)
Effective Rent Per Square Foot(1)
GAAP Leasing
Spreads(2)(5)
Cash Leasing
Spreads(3)(5)
 Number of Leases
Rentable Square Feet(6)
Rentable Square Feet
Q1-202254 552,828 3.4 $21.13 72.8 %59.9 %94 1,153,547 83.9 %
Q2-202270 745,840 3.9 $19.48 73.0 %55.3 %130 1,625,064 66.0 %
Q3-202277 994,945 4.6 $21.50 95.3 %66.3 %125 1,736,079 72.3 %
Q4-202277 736,124 4.0 $19.71 65.0 %47.8 %136 1,457,914 69.6 %
Total/Weighted Average278 3,029,737 4.1 $20.50 77.9 %57.7 %485 5,972,604 71.8 %


(1)Effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per year. Includes all new and renewal leases that were executed during each respective quarter.
  Renewal Leases Expiring Leases Retention %
Quarter Number of Leases Rentable Square Feet 
Weighted Average
Lease Term
(in years)
 
Effective Rent Per Square Foot(1)
 
GAAP Leasing
Spreads(2)(5)
 
Cash Leasing
Spreads(3)(5)
 Number of Leases Rentable Square Feet Rentable Square Feet
Q1-2017 74
 439,602
 3.3
 $10.41
 17.9% 9.6% 136
 1,248,787
 56.6%
Q2-2017 87
 469,766
 3.5
 $10.57
 16.5% 5.9% 127
 771,093
 70.8%
Q3-2017 66
 614,175
 3.6
 $8.64
 21.2% 13.4% 118
 971,551
 66.2%
Q4-2017 69
 574,522
 3.4
 $11.02
 23.9% 15.5% 121
 1,059,505
 64.4%
Total/Weighted Average 296
 2,098,065
 3.5
 $10.29
 20.0% 11.2% 502
 4,050,936
 64.0%
(2)Calculated as the change between GAAP rents, which straightlines rental rate increases and abatements, for new or renewal leases and the expiring GAAP rents on the expiring leases for the same space.

(3)Calculated as the change between starting cash rents, excluding any abatements, for new or renewal leases and the expiring cash rents on the expiring leases for the same space.

(4)The GAAP and cash re-leasing spreads for new leases executed during the year ended December 31, 2022, exclude 33 leases aggregating 908,524 rentable square feet for which there was no comparable lease data. Of these 33 excluded leases, eight leases aggregating 500,643 rentable square feet were recently repositioned/redeveloped space. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) recently repositioned/redeveloped space, (iii) space that has been vacant for over one year or (iv) space with lease terms shorter than six months.
(1)Effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per year. Includes all new and renewal leases executed during each respective quarter.
(2)Calculated as the change between GAAP rents for new or renewal leases and the expiring GAAP rents on the expiring leases for the same space.
(3)Calculated as the change between cash rents for new or renewal leases and the expiring cash rents on the expiring leases for the same space.
(4)The GAAP and cash re-leasing spreads for new leases executed during the year ended December 31, 2017, exclude 71 leases aggregating 865,200 rentable square feet for which space was vacant when the property was acquired or there was no comparable lease data. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) recently repositioned/redeveloped space, (iii) space that has been vacant for over one year, (iv) space with different lease structures (for example a change from a gross lease to a modified gross lease or an increase or decrease in the leased square footage) or (v) space with lease terms shorter than six months.
(5)The GAAP and cash re-leasing rent spreads for renewal leases executed during the year ended December 31, 2017, exclude eight leases aggregating 88,174 rentable square feet for which there was no comparable lease data due to either (i) space with different lease structures or (ii) space with lease terms shorter than six months.

(5)The GAAP and cash re-leasing rent spreads for renewal leases executed during the year ended December 31, 2022, exclude eight renewal leases with 30,693 rentable square feet that either had lease terms shorter than six months or were antenna/parking lot leases.
(6)Includes leases totaling 1,257,196 rentable square feet that expired during the year ended December 31, 2022, for which the space has been or will be placed into repositioning (including “other repositioning project”) or redevelopment.
(7)Retention is calculated as renewal lease square footage plus relocation/expansion square footage, divided by the square footage of leases expiring during the period. Retention excludes square footage related to the following: (i) expiring leases associated with space that is placed into repositioning (including “other repositioning project”) after the tenant vacates, (ii) early terminations with pre-negotiated replacement leases and (iii) move outs where space is directly leased by subtenants. Retention for the first quarter of 2022 has been adjusted to conform to the current definition.
Our leasing activity is impacted both by our redevelopmentrepositioning and repositioningredevelopment efforts, as well as by market conditions. While we reposition a property, its space may become unavailable for leasing until completion of our repositioning efforts. During the year endedAs of December 31, 2017, we completed the repositioning and lease-up of five of our value-add repositioning properties located at 679-691 Anderson Street, 18118 Broadway Street, 3880 Valley Boulevard, 12131 Western Avenue and 228th


Street and we pre-leased 43,927 rentable square feet at 3233 Mission Oaks Boulevard. As of the date of this filing,2022, we have four repositioning16 current repositioning/redevelopment projects with estimated construction completion periods ranging from the first quarter of 2018 to2023 through the fourthsecond quarter of 20182025, and one propertyan additional 12 repositioning and redevelopment projects in our pipeline with estimated completion dates through the lease-up stage.second quarter of 2025. We expect these properties to have positive impacts on our leasing activity and revenue generation as we complete our value-add repositioning planplans and place these properties in service.
Scheduled Lease Expirations
Our ability to re-lease space subject to expiring leases is affected by economic and competitive conditions in our markets and by the relative desirability of our individual properties, which may impact our results of operations.
As of December 31, 2017, 0.32022, 0.9 million rentable square feet of our portfolio was available for lease, 0.51.4 million rentable square feet of vacant space was under repositioningrepositioning/redevelopment and leases representing 0.20.7 million rentable square feet of our portfolio expired on December 31, 2017.2022. Additionally, leases representing 12.9%13.7% and 14.8%16.3% of the aggregate rentable square footage of our portfolio are scheduled to expire during the years ending December 31, 20182023 and 2019,2024, respectively. During the year ended December 31, 2017,2022, we renewed 296278 leases for 2.13.0 million rentable square feet, resulting in a 64.0%71.8% retention rate.
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Our retention rate during the yearperiod was impacted by the combination of low vacancy and high demand in many of our strategy to roll certain tenants at below-market rents and to replace them with higher quality tenants paying higher rents.key markets. New and renewal leases signed during the current year had a weighted average term of 5.05.7 and 3.54.1 years, respectively, and we expect future new and renewal leases to have similar terms.
The leases scheduled to expire during the years ending December 31, 20182023 and 2019,2024, represent 14.3%14.9% and 15.8%15.0%, respectively, of the total annualized base rent for our portfolio as of December 31, 2017.2022. We estimate that, on a weighted average basis, in-place rents of leases scheduled to expire in 20182023 and 20192024 are currently below current market asking rents,rates, although individual units or properties within any particular submarket presently may currently be leased either above, below, or at the current market asking rates within that submarket.
As described under “Market and Portfolio Fundamentals” above, while market indicators, including changes in the above Market Fundamentals section,vacancy rates and average asking lease rates, varied by market, overall there was continued low market vacancy and pervasive supply and demand imbalance across our submarkets, which continues to support strong market fundamentals including positive rental growth. Therefore, we expect market dynamics to remain strong heading into 20182023 and that these positive trends will provide a favorable environment for additional increases in lease renewal rates. Accordingly, we expect 20182023 will show positive renewal rates and leasing spreads. We also currently do not see any reason not to expect that 2019 lease expirations will show positive growth upon renewal; however, it is difficult to predict market conditions that far into the future.
Conditions in Our Markets
The properties in our portfolio are located primarily in Southern California infill markets. Positive or negative changes in economic or other conditions, including the impact of the ongoing and persisting local government emergency declarations related to the COVID-19 pandemic, high persistent inflation and adverse weather conditions and natural disasters in this market may affect our overall performance.
Property Expenses
Our rentalproperty expenses generally consist of utilities, real estate taxes, insurance, site repair and maintenance costs, and the allocation of overhead costs. For the majority of our properties, our property expenses are recovered, in part, by either the triple net provisions or modified gross expense reimbursements in tenant leases. The majority of our leases also comprise contractual three percent or greater annual rental rate increases meant, in part, to help mitigate potential increases in property expenses over time. However, the terms of our leases vary and, in some instances, we may absorb property expenses. Our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.
Taxable REIT Subsidiary
As of December 31, 2017,2022, our Operating Partnership indirectly and wholly owns Rexford Industrial Realty and Management, Inc., which we refer to as theour services company.  We have elected, together with our services company, to treat our services company as a taxable REIT subsidiary for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our tenants and engage in activities that we or our subsidiaries (other than a taxable REIT subsidiary) may not engage in directly without adversely affecting our qualification as a REIT, provided a taxable REIT subsidiary may not operate or manage a lodging facility or health care facility or provide rights to any brand name under which any lodging facility or health care facility is operated. We may form additional taxable REIT subsidiaries in the future, and our Operating Partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our services company. Any income earned by our taxable REIT subsidiaries will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax (where applicable) as a regular corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Our taxable REIT subsidiary is a C-corporation subject to federal and state income tax, howevertax. However, it has a cumulative unrecognized net operation loss carryforward and therefore there is no income tax provision for the years ended December 31, 20172022 and 2016.

2021.

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Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for the reporting periods. Actual amounts may differ from these estimates and assumptions. We have summarized below those accounting policies that require material subjective or complex judgments and that have the most significant impact on financial condition and results of operations. Management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions that it believes are reasonable as of the date hereof. In addition, other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our results of operations and financial condition to those of other companies.
A critical accounting policy is one that is both important to the portrayal of an entity’s financial condition and results of operations and requires judgment on the part of management. Generally, the judgment requires management to make estimates and assumptions about the effect of matters that are inherently uncertain. Estimates are prepared using management’s best judgment, after considering past and current economic conditions and expectations for the future. Changes in estimates could affect our financial position and specific items in our results of operations that are used by the users of our financial statements in their evaluation of our performance.
The following critical accounting policies discussion reflects what we believe are the most significant estimates, assumptions, and judgments used in the preparation of our consolidated financial statements. For further discussion of our significant accounting policies and discussion of new accounting pronouncements (if applicable), see Note“Note 2 “Summary– Summary of Significant Accounting Policies” to our consolidated financial statements under Item 15 of this report on Form 10-K.
Investment in Real Estate
Acquisitions
Effective January 1, 2017,    We evaluated the acquisitions that we early adopted ASUcompleted during the years ended December 31, 2022 and 2021, and determined that these transactions should be accounted for as asset acquisitions. Our acquisitions of properties generally no longer meet the revised definition of a business under Accounting Standards Update 2017-01, Business Combinations - Clarifying the Definition of a Business, and accordingly are accounted for as asset acquisitions.
    For asset acquisitions, we allocate the cost of the acquisition, which includes the purchase price and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time, assumed debt.
Our estimates for the fair value of the individual assets acquired and liabilities assumed are subject to uncertainty given the significant assumptions used to determine their fair value. The use of different assumptions in the determination of fair value could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related depreciation and amortization expense recorded for such assets and liabilities. In addition, because the value of above- and below-market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations. Our estimation process and the valuation model we use to determine the fair value of the individual assets acquired and liabilities assumed are discussed in more detail in “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
Impairment of Long-Lived Assets
In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360: Property, Plant, and Equipment, we assess the carrying values of our respective long-lived assets, including right-of use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
Impairment of the carrying value of long-lived assets are subject to uncertainty associated with forecasting future cash flows for measuring recoverability. Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties. See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for impairment of long-lived assets.
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Valuation of Operating Lease Receivables
We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. We perform an assessment of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant. Accordingly, assumptions used to estimate collectability of operating lease receivables can change from period to period based on the tenants’ payment history, financial condition and other tenant specific factors. An increase or decrease in our assessment of the uncollectible amount for an operating lease receivable by $1,000 will have an opposite impact of an equivalent amount on our rental income in the consolidated statements of operations. See “Note 2 – Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding valuation of operating lease receivables.
Equity Based Compensation
We account for equity-based compensation in accordance with ASC Topic 718: Compensation – Stock Compensation.  Total compensation cost for all share-based awards is based on the estimated fair market value on the grant date. The grant date fair value for equity awards that contain market-based vesting conditions (such as the Company’s total shareholder return (“TSR”) or the Company’s TSR relative to the TSR of a selected peer group of companies) are performed using complex pricing valuation models, specifically a Monte Carlo simulation pricing model, that require the input of assumptions, including judgments to estimate expected stock price volatility and expected dividend yield.  For equity awards that contain performance-based vesting conditions (such as the Company’s FFO per share growth) we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of the performance condition over the performance period. If factors change causing different assumptions to be made on the number of awards expected to vest, estimated compensation expense may differ significantly from that recorded in the current period but ultimately, the compensation cost for these awards will be adjusted in future periods to reflect the actual number of awards that vest. See “Note 2 – Summary of Significant Accounting Policies” and “Note 13 – Incentive Award Plan” to our consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding our estimation process for equity-based compensation.
Results of Operations
Our consolidated results of operations are often not comparable from period to period due to the effect of (i) property acquisitions, (ii) property dispositions and (iii) properties that are taken out of service for repositioning or redevelopment during the comparative reporting periods. Our “Total Portfolio” represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and repositioning/redevelopment and to highlight the operating results of our on-going business, we have separately presented the results of our “Same Property Portfolio.”
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
For the comparison of the years ended December 31, 2022 and 2021, our Same Property Portfolio includes all properties in our industrial portfolio that were wholly-owned by us for the period from January 1, 2021 through December 31, 2022, and that were stabilized prior to January 1, 2021, which consisted of 224 properties aggregating approximately 28.6 million rentable square feet. Results for our Same Property Portfolio exclude any properties that were acquired or sold during the period from January 1, 2021 through December 31, 2022, properties classified as current or future repositioning, redevelopment or lease-up during 2021 or 2022, interest income, interest expense and corporate general and administrative expenses.
For the comparison of the years ended December 31, 2022 and 2021, our Total Portfolio includes the properties in our Same Property Portfolio, the 114 properties aggregating approximately 11.6 million rentable square feet that were acquired during 2022 and 2021, and the six properties aggregating approximately 0.3 million rentable square feet that were sold during 2022 and 2021.
As of December 31, 2022 and 2021, our Same Property Portfolio occupancy was approximately 98.1% and 99.1%, respectively. For the years ended December 31, 2022 and 2021, our Same Property Portfolio weighted average occupancy was approximately 98.7% and 98.3%, respectively.
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 Same Property PortfolioTotal Portfolio
 Year Ended December 31,Increase/
(Decrease)		%
Change		Year Ended December 31,Increase/
(Decrease)		%
Change
 2022202120222021
($ in thousands)
REVENUES        
Rental income$409,737 $381,297 $28,440 7.5 %$630,578 $451,733 $178,845 39.6 %
Management and leasing services— — — — %616 468 148 31.6 %
Interest income— — — — %10 37 (27)(73.0)%
TOTAL REVENUES409,737 381,297 28,440 7.5 %631,204 452,238 178,966 39.6 %
OPERATING EXPENSES    
Property expenses96,646 89,776 6,870 7.7 %150,503 107,721 42,782 39.7 %
General and administrative— — — — %64,264 48,990 15,274 31.2 %
Depreciation and amortization118,721 123,871 (5,150)(4.2)%196,794 151,269 45,525 30.1 %
TOTAL OPERATING EXPENSES215,367 213,647 1,720 0.8 %411,561 307,980 103,581 33.6 %
OTHER EXPENSE    
Other expenses— — — — %1,561 1,297 264 20.4 %
Interest expense— — — — %48,496 40,139 8,357 20.8 %
TOTAL EXPENSES215,367 213,647 1,720 0.8 %461,618 349,416 112,202 32.1 %
Loss on extinguishment of debt— — — — %(915)(505)(410)81.2 %
Gains on sale of real estate— — — — %8,486 33,929 (25,443)(75.0)%
NET INCOME$194,370 $167,650 $26,720 15.9 %$177,157 $136,246 $40,911 30.0 %
Rental Income
The following table reports the breakdown of 2022 and 2021 rental income, as reported prior to the adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) (dollars in thousands). We believe that the below presentation of rental income is not, and is not intended to be, a presentation in accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other interested parties to evaluate the Company’s performance.
Same Property PortfolioTotal Portfolio
Year Ended December 31,Increase/(Decrease)%Year Ended December 31,Increase/(Decrease)%
Category20222021Change20222021Change
Rental revenue(1)
$338,494 $316,126 $22,368 7.1 %$522,419 $375,684 $146,735 39.1 %
Tenant reimbursements (2)
70,150 64,371 5,779 9.0 %106,227 74,979 31,248 41.7 %
Other income(3)
1,093 800 293 36.6 %1,932 1,070 862 80.6 %
Rental income$409,737 $381,297 $28,440 7.5 %$630,578 $451,733 $178,845 39.6 %
Our Same Property Portfolio and Total Portfolio rental income increased by $28.4 million, or 7.5%, and $178.8 million, or 39.6%, respectively, during the year ended December 31, 2022, compared to the year ended December 31, 2021, for the reasons described below:
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(1) Rental Revenue
Our Same Property Portfolio and Total Portfolio rental revenue increased by $22.4 million, or 7.1%, and $146.7 million, or 39.1%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio rental revenue is primarily due to an increase in average rental rates on new and renewal leases and an increase in the weighted average occupancy of the portfolio, partially offset by a decrease of $2.7 million in amortization of net below-market lease intangibles. Our Total Portfolio rental revenue was also positively impacted by the incremental revenues from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in revenues from the six properties that were sold during 2021 and 2022.
(2) Tenant Reimbursements
Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $5.8 million, or 9.0%, and $31.2 million or 41.7%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021.  The increase in our Same Property Portfolio tenant reimbursements revenue is primarily due to an increase in recoverable property expenses, including higher reimbursable insurance expenses as a result of higher overall premiums and additional earthquake insurance coverage and higher reimbursable property tax expenses relating to California Proposition 13 annual increases, and an increase in the weighted average occupancy of the portfolio. Our Total Portfolio tenant reimbursements revenue was also impacted by the incremental reimbursements from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in reimbursements from the six properties that were sold during 2021 and 2022.
(3) Other Income
Our Same Property Portfolio and Total Portfolio other income increased by $0.3 million, or 36.6%, and $0.9 million, or 80.6%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the recommencement in 2022 of charging fees for late rental payments, which until recently was prohibited due to COVID-19 related governmental measures. Our Total Portfolio other income was also impacted by an increase in miscellaneous income.
Management and Leasing Services
Our Total Portfolio management and leasing services revenue increased by $0.1 million, or 31.6%, for the year ended December 31, 2022, compared to the year ended December 31, 2021.
Interest Income
Our Total Portfolio interest income decreased by $27 thousand, or 73.0%, during the year ended December 31, 2022, compared to the year ended December 31, 2021.
Property Expenses
Our Same Property Portfolio and Total Portfolio property expenses increased by $6.9 million, or 7.7%, and $42.8 million, or 39.7%, respectively, during the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio property expenses is primarily due to increases in insurance expense resulting from higher overall premiums and additional earthquake insurance coverage, allocated overhead costs reflecting a higher employee headcount and labor costs and repairs and maintenance cost. Our Total Portfolio property expenses were also impacted by incremental expenses from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in property expenses from the six properties that were sold during 2021 and 2022.
General and Administrative
Our Total Portfolio general and administrative expenses increased by $15.3 million, or 31.2% for the year ended December 31, 2022, compared to the year ended December 31, 2021.  The increase is primarily due to increases in non-cash equity compensation expense, primarily related to performance unit equity grants made in 2021, payroll related costs and accrued bonus expense due to a higher employee headcount and rising labor costs.
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Depreciation and Amortization
Our Same Property Portfolio depreciation and amortization expense decreased by $5.2 million, or 4.2%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to acquisition-related in-place lease intangibles and tenant improvements becoming fully depreciated at certain properties during 2021 and 2022, partially offset by an increase in depreciation expense related to capital improvements placed into service during 2021 and 2022 and an increase in amortization of deferred leasing costs. Our Total Portfolio depreciation and amortization expense increased by $45.5 million, or 30.1%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to incremental expense from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in our Same Property Portfolio depreciation and amortization expense noted above.
Other Expenses
    Our Total Portfolio other expenses increased by $0.3 million, or 20.4%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to $0.7 million of construction demolition costs incurred in 2022 and an increase in acquisition expenses of $0.5 million, partially offset by a $1.0 million impairment charge in 2021 to reduce the carrying value of the right-of-use asset related to one of our leased office spaces that we decided to sublease as a result of the implementation of a work from home flexibility program in 2021.
Interest Expense
Our Total Portfolio interest expense increased by $8.4 million, or 20.8%, during the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in interest expense is primarily comprised of the following: (i) a $7.6 million increase related to the $400.0 million term loan facility borrowing we completed in July 2022, (ii) a $6.2 million increase related to the $300.0 million term loan facility borrowing we completed in May 2022 and the related interest rate swaps, (iii) a $5.8 million increase due to the issuance of $400.0 million of 2.15% senior notes in August 2021, (iv) a $4.8 million increase due to higher average outstanding borrowings under our unsecured revolving credit facility and an increase in LIBOR/SOFR rates, and (v) a $1.1 million increase related to the current and prior $60.0 million term loans primarily due to an increase in SOFR/LIBOR rates. These increases were partially offset by the following decreases: (i) a $7.7 million increase in capitalized interest related to repositioning and redevelopment activity, (ii) a $4.7 million decrease related to the repayment of the $225.0 million term loan facility and termination of the related interest rate swaps in August 2021, (iii) a $3.8 million decrease related to the repayment of the $150.0 million term loan facility and termination of the related interest rate swap in May 2022, and (iv) a $1.0 million decrease related to the interest rate swap that was terminated in November 2020 which had a loss balance in accumulated other comprehensive income/(loss) that was amortized into interest expense through August 2021.
Loss on Extinguishment of Debt
The loss on extinguishment of debt of $0.9 million for the year ended December 31, 2022, is primarily comprised of the write-off of $0.7 million of unamortized debt issuance costs related to the $150.0 million unsecured term loan facility we repaid in May 2022 in advance of the May 2025 maturity date and the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we amended our senior unsecured credit agreement in May 2022. The loss on extinguishment of debt of $0.5 million for the year ended December 31, 2021 represents the write-off of unamortized debt issuance costs related to the $225.0 million unsecured term loan facility that we repaid in September 2021 in advance of the January 2023 maturity date.
Gains on Sale of Real Estate
During the year ended December 31, 2022, we recognized gains on sale of real estate of $8.5 million from the disposition of one property that was sold for a gross sales price of $16.5 million. During the year ended December 31, 2021, we recognized gains on sale of real estate of $33.9 million from the disposition of five properties that were sold for an aggregate gross sales price of $59.3 million.
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
    Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Non-GAAP Supplemental Measures: Funds From Operations and Core Funds From Operations
We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”).  FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint ventures.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.
We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not consider reflective of our on-going performance).
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO and Core FFO (unaudited and in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Adjustments:  
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(1)
(8,486)(33,929)(13,617)
Funds from operations (FFO)$365,465 $253,586 $182,547 
Adjustments:
Acquisition expenses613 94 124 
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Amortization of loss on termination of interest rate swaps253 2,169 218 
Non-capitalizable demolition costs663 — — 
Write-offs of below-market lease intangibles related to terminations(2)
(5,792)— — 
Core FFO$362,117 $257,346 $182,993 
Less: preferred stock dividends(9,258)(12,563)(14,545)
Less: Core FFO attributable to noncontrolling interests(3)
(16,838)(13,504)(7,667)
Less: Core FFO attributable to participating securities(4)
(1,282)(943)(774)
Company share of Core FFO$334,739 $230,336 $160,007 
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(1)Gains on sale of real estate for the years ended December 31, 2022 and 2021 reflect gains from the sale of depreciable operating properties. Gains on sale of real estate for the year ended December 31, 2020, include total gains of $14.5 million from the sale of depreciable operating properties and a loss of $0.9 million from the sale of assets incidental to our business. For additional details, see “Note 3 – Investments in Real Estate” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
(2)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.
(3)Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units.
(4)Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership.
Non-GAAP Supplemental Measures: NOI and Cash NOI
    Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties. NOI is calculated as rental income less property expenses (before interest expense, depreciation and amortization).
    We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.
    NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) fair value lease revenue and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.
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The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):  
 Year Ended December 31,
 202220212020
Rental income$630,578 $451,733 $329,377 
Less: Property expenses150,503 107,721 79,716 
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
General and administrative64,264 48,990 36,795 
Depreciation and amortization196,794 151,269 115,269 
Other expenses1,561 1,297 124 
Interest expense48,496 40,139 30,849 
Loss on extinguishment of debt915 505 104 
Management and leasing services(616)(468)(420)
Interest income(10)(37)(338)
Gains on sale of real estate(8,486)(33,929)(13,617)
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
Non-GAAP Supplemental Measure: EBITDAre
    We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.
     We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.  
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The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Interest expense48,496 40,139 30,849 
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(8,486)(33,929)(13,617)
EBITDAre$413,961 $293,725 $213,396 
Supplemental Guarantor Information
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At December 31, 2022, the Operating Partnership had issued and outstanding $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”) and the $400 Million Notes due 2031. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $400 Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.
As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Financial Condition, Liquidity and Capital Resources
Overview
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, and distributions to our common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM program or issuing other securities as described below.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities.
As of December 31, 2022, we had:
•Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.0 billion, with $7.5 million due within 12 months.
•Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $322.4 million, of which $68.4 million is due within 12 months.
•Commitments of $114.2 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and
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•Operating lease commitments with aggregate lease payments of $27.2 million, of which $2.3 million is due within 12 months.
See “Note 5 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the scheduled principal payments. Also see “Note 6 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments.
As of December 31, 2022, our cash and cash equivalents were $36.8 million, and we did not have any borrowings outstanding under our unsecured revolving credit facility, leaving $1.0 billion available for future borrowings.
Sources of Liquidity
Cash Flow from Operations
Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations.
ATM Program
On May 27, 2022, we established an ATM program pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces our previous $750.0 million ATM program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022.
In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our various ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements.
During the year ended December 31, 2022, we physically settled a portion of the aforementioned forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock for net proceeds of $1.6 billion, based on a weighted average forward price of $65.02 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 636,884 shares of common stock, or approximately $35.2 million of forward net proceeds remaining for settlement to occur before November 2023, based on a forward price of $55.22 per share.
As of February 10, 2023, approximately $165.4 million of common stock remains available to be sold under the Current 2022 ATM Program. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the Current 2022 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility or other debt financing obligations, to fund our repositioning or redevelopment activities and/or for general corporate purposes.
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    Securities Offerings
We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities.
2022 Forward Equity Offering — During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 674,708 shares of common stock, or approximately $37.7 million of forward net proceeds remaining for settlement to occur before May 2024, based on a forward sale price of $55.87 per share.
Capital Recycling
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into a 1031 Exchange, when possible, to defer some or all of the taxable gains, if any, on dispositions.
During the year ended December 31, 2022, we completed the disposition of one property for a gross sales price of $16.5 million and net cash proceeds of $15.3 million. The net cash proceeds were used to partially fund the acquisition of one property during the year ended December 31, 2022, through a 1031 Exchange transaction.
We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.
Investment Grade Rating
During the year ended December 31, 2022, our credit ratings were raised to Baa2 (Stable outlook) from Baa3 (Stable outlook) by Moody’s and to BBB+ (Stable outlook) from BBB (Positive outlook) by both S&P and Fitch with respect to our Credit Agreement (described below), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”), $400 Million Notes due 2030 and $400 Million Notes due 2031. During the year ended December 31, 2022, our credit ratings were raised to BBB- from BB+ by both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625% Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.
Credit Agreement
    On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0
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billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The interest rate under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.
In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance targets, as applicable.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings.
Uses of Liquidity
Acquisitions
One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2022, we completed 52 acquisitions representing 61 properties with a combined 5.9 million rentable square feet of buildings on 319.6 acres of land for an aggregate purchase price of $2.4 billion. Subsequent to December 31, 2022, through the filing date of this Form 10-K, we have acquired two properties with a combined 1.2 million rentable square feet of buildings for an aggregate purchase price of $405.0 million, and we are actively monitoring a volume of properties in our markets that we believe represent attractive potential investment opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K, we have over $125.0 million of acquisitions under contract or accepted offer. There can be no assurance we will complete any such acquisitions. While the actual number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Revolver, recycling capital through property dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 – Investments in Real Estate” to the consolidated financial statements for a summary of the properties we acquired during the year ended December 31, 2022.
75

Recurring and Nonrecurring Capital Expenditures
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2022, we incurred $8.7 million of recurring capital expenditures, which was a decrease of $1.8 million from the prior year. During the year ended December 31, 2022, we incurred $111.1 million of non-recurring capital expenditures, which was an increase of $30.6 million over the prior year. The increase was primarily due to the increase in non-recurring capital expenditures related to repositioning and redevelopment activity during 2022 compared to 2021. As discussed above under “—Factors that May Influence Future Results —Acquisitions and Value-Add Repositioning and Redevelopment of Properties”, as of December 31, 2022, 17 of our properties were under current repositioning, redevelopment, or lease-up, and we have a pipeline of 12 additional properties for which we anticipate beginning construction work over the next five quarters. We currently estimate that approximately $385.2 million of capital will be required over the next three years (1Q-2023 through Q2-2025) to complete the repositioning/redevelopment of these properties. However, this estimate is based on our current construction plans and budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a combination of available cash on hand, proceeds from forward equity settlements, the issuance of common stock under the Current 2022 ATM Program, cash flow from operations and borrowings available under the Revolver.
Dividends and Distributions   
    In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.
    On February 6, 2023, our board of directors declared the following quarterly cash dividends/distributions:
SecurityAmount per Share/UnitRecord DatePayment Date
Common stock$0.380 March 31, 2023April 17, 2023
OP Units$0.380 March 31, 2023April 17, 2023
5.875% Series B Cumulative Redeemable Preferred Stock$0.367188 March 15, 2023March 31, 2023
5.625% Series C Cumulative Redeemable Preferred Stock$0.351563 March 15, 2023March 31, 2023
4.43937% Cumulative Redeemable Convertible Preferred Units$0.505085 March 15, 2023March 31, 2023
4.00% Cumulative Redeemable Convertible Preferred Units$0.450000 March 15, 2023March 31, 2023
3.00% Cumulative Redeemable Convertible Preferred Units$0.545462 March 15, 2023March 31, 2023
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Indebtedness Outstanding
The following table sets forth certain information with respect to our indebtedness outstanding as of December 31, 2022:
 Contractual
Maturity Date		Margin Above SOFR
Effective Interest Rate(1)
 
Principal Balance (in thousands)(2)
Unsecured and Secured Debt:
Unsecured Debt:
Revolving Credit Facility(3)
5/26/2026(4)S+0.725 %(5)5.125 %$— 
$400M Term Loan7/19/2024(4)S+0.800 %(5)5.258 %400,000 
$100M Senior Notes8/6/2025n/a4.290 %100,000 
$300M Term Loan5/26/2027S+0.800 %(5)3.717 %(6)300,000 
$125M Senior Notes7/13/2027n/a3.930 %125,000 
$25M Series 2019A Senior Notes7/16/2029n/a3.880 %25,000 
$400M Senior Notes due 203012/1/2030n/a2.125 %400,000 
$400M Senior Notes due 2031 (green bond)9/1/2031n/a2.150 %400,000 
$75M Series 2019B Senior Notes7/16/2034n/a4.030 %75,000 
Total Unsecured Debt$1,825,000 
Secured Debt:
2601-2641 Manhattan Beach Boulevard4/5/2023n/a4.080 %$3,832 
960-970 Knox Street11/1/2023n/a5.000 %2,307 
7612-7642 Woodwind Drive1/5/2024n/a5.240 %3,712 
11600 Los Nietos Road5/1/2024n/a4.190 %2,462 
$60M Term Loan Facility(7)
10/27/2024(7)S+1.250 %(7)5.708 %60,000 
5160 Richton Street11/15/2024n/a3.790 %4,153 
22895 Eastpark Drive11/15/2024n/a4.330 %2,612 
701-751 Kingshill Place1/5/2026n/a3.900 %7,100 
13943-13955 Balboa Boulevard7/1/2027n/a3.930 %14,965 
2205 126th Street12/1/2027n/a3.910 %5,200 
2410-2420 Santa Fe Avenue1/1/2028n/a3.700 %10,300 
11832-11954 La Cienega Boulevard7/1/2028n/a4.260 %3,928 
Gilbert/La Palma3/1/2031n/a5.125 %1,935 
7817 Woodley Avenue8/1/2039n/a4.140 %3,009 
Total Secured Debt$125,515 
Total Debt$1,950,515 
(1)Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective as of December 31, 2022. See footnote (6) below. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver.  
(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $14.1 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.
(3)The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee ranges from 0.125% to 0.30% per annum depending upon our investment grade rating, leverage ratio and sustainability performance metrics, which may change from time to time.
(4)The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions.
77

(5)The interest rates on these loans are comprised of daily SOFR for the Revolver and Term SOFR for the Term Facility (in each case increased by a 0.10% SOFR adjustment) plus an applicable margin ranging from 0.725% to 1.400% per annum for the Revolver and 0.80% to 1.60% per annum for the Term Facility, depending on our investment grade ratings, leverage ratio and sustainability performance metrics, which may change from time to time. During the year ended December 31, 2022, our credit ratings were upgraded and as a result, the applicable margin on the Revolver was lowered to 0.725% from 0.775% and the applicable margin on the Term Facility was lowered to 0.80% from 0.85%.
(6)As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed at 2.81725% through the use of interest rate swaps. For details, see “Note 7 – Interest Rate Derivatives” to our consolidated financial statements. Including the impact of these interest rate swaps, the hedged effective interest rate on the $300 Million Term Loan is 3.717%.
(7)On October 27, 2022, we refinanced an amortizing $60.0 million term loan expiring in August 2023. The new $60.0 million term loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum (the $60 Million Term Loan Facility”). The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions.

The following table summarizes the composition of our outstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of December 31, 2022:
Weighted Average Term Remaining (in years)(1)
Stated
Interest Rate
Effective
Interest Rate(2)
Principal Balance
(in thousands)(3)
% of Total
Fixed vs. Variable:
Fixed(4)
6.82.96%2.96%$1,490,515 76%
Variable1.6SOFR + Margin (See Above)5.32%$460,000 24%
Secured vs. Unsecured:
Secured3.14.86%$125,515 6%
Unsecured5.73.42%$1,825,000 94%
(1)The weighted average remaining term to maturity of our debt is 5.6 years.
(2)Includes the effect of interest rate swaps that were effective as of December 31, 2022. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver. Assumes Daily Simple SOFR of 4.300% and Term SOFR of 4.358% as of December 31, 2022, as applicable.
(3)Excludes unamortized debt issuance costs and debt premiums/discounts totaling $14.1 million which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.
(4)Fixed-rate debt includes our variable rate $300 Million Term Loan that has been effectively fixed through the use of interest rate swaps through maturity.
At December 31, 2022, we had total indebtedness of $2.0 billion, excluding unamortized debt issuance costs and debt discounts, with a weighted average interest rate of approximately 3.52%. As of December 31, 2022, $1.5 billion, or 76%, of our outstanding indebtedness had an interest rate that was effectively fixed under either the terms of the loan ($1.2 billion) or interest rate swaps ($300.0 million).
At December 31, 2022, we had total indebtedness of $2.0 billion, reflecting a net debt to total combined market capitalization of approximately 14.9%. Our total market capitalization is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt.  Our net debt is defined as our consolidated indebtedness less cash and cash equivalents. 
78

Debt Covenants
The Credit Agreement, $60 Million Term Loan Facility, $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•For the Credit Agreement and $60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
•For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;
•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016;
•Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;
•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. 
The $400 Million Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•Maintaining a ratio of secured debt to total asset value of not more than 40%;
•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
    The Credit Agreement, and Senior Notes also contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may not exceed the greater of (i) 95% of our FFO (as defined in the credit agreement) and (ii) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.
    Additionally, subject to the terms of the Credit Agreement, $60 Million Term Loan Facility and Senior Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the debt agreement and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch.
79

Cash Flows
Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the years ended December 31, 2022 and 2021 (in thousands):
 Year Ended December 31, 
 20222021Change
Cash provided by operating activities$327,695 $231,463 $96,232 
Cash used in investing activities$(2,449,210)$(1,912,767)$(536,443)
Cash provided by financing activities$2,114,303 $1,547,779 $566,524 
Net cash provided by operating activities. Net cash provided by operating activities increased by $96.2 million to $327.7 million for the year ended December 31, 2022, compared to $231.5 million for the year ended December 31, 2021. The increase was primarily attributable to the incremental cash flows from property acquisitions completed subsequent to January 1, 2021, and the increase in Cash NOI from our Same Property Portfolio, partially offset by higher cash interest paid as compared to the prior year.
Net cash used in investing activities. Net cash used in investing activities increased by $536.4 million to $2.4 billion for the year ended December 31, 2022, compared to $1.9 billion for the year ended December 31, 2021. The increase was primarily attributable to a $462.6 million increase in cash paid for property acquisitions and acquisition related deposits, a $41.3 million decrease in net proceeds from the sale of real estate as compared to the prior year and a $32.6 million increase in cash paid for construction and repositioning/redevelopment projects.
Net cash provided by financing activities. Net cash provided by financing activities increased by $566.5 million to $2.1 billion for the year ended December 31, 2022, compared to $1.5 billion for the year ended December 31, 2021. The increase was primarily attributable to the following: (i) an increase of $1.1 billion in cash proceeds from borrowings under the Revolver, (ii) an increase of $400.0 million in cash proceeds from borrowings under the $400 Million Term Loan in July 2022, (iii) an increase of $300.0 million in cash proceeds from borrowings under the $300 Million Term Loan in May 2022, (iv) an increase of $225.0 million from the repayment of the $225.0 million term loan facility in August 2021, (v) an increase of $183.1 million in net cash proceeds from the issuance of shares of our common stock and (vi) an increase of $90.0 million from the redemption of the Series A Preferred Stock in August 2021. These increases were partially offset by the following: (i) a decrease of $1.1 billion from the repayment of the borrowings under the Revolver, (ii) a decrease of $392.4 million in net cash proceeds from the issuance of the $400 Million Notes due 2031 in August 2021, (iii) a decrease of $150.0 million from the repayment of the $150 Million Term Loan Facility in May 2022 and (iv) an increase of $74.3 million in dividends paid to common stockholders and common unitholders primarily due to the increase in the number of common shares outstanding and the increase in our quarterly per share/unit cash dividend.
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020

    Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.
Inflation
In the last several years, we do not believe that inflation has had a material impact on the Company. However, recently inflation has significantly increased and a prolonged period of high and persistent inflation could cause an increase in our operating expenses, capital expenditures and cost of our variable-rate borrowings which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment of taxes and expenses described above.

80

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. A key market risk we face is interest rate risk. We are exposed to interest rate changes primarily as a result of using variable-rate debt to satisfy various short-term and long-term liquidity needs, which have interest rates based upon SOFR. We use interest rate swaps to manage, or hedge, interest rate risks related to our borrowings. Because actual interest rate movements over time are uncertain, our swaps pose potential interest rate risks, notably if interest rates fall. We also expose ourselves to credit risk, which we attempt to minimize by contracting with highly-rated banking financial counterparties. For a summary of our outstanding variable-rate debt, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources. For a summary of our interest rate swaps and recent transactions, see “Note 7 – Interest Rate Derivatives” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
    As of December 31, 2022, the $300 Million Term Loan has been effectively fixed through the use of interest rate swaps. The interest rate swaps have a combined notional value of $300.0 million, an effective date of July 27, 2022, a maturity date of May 26, 2027, and currently fix Term SOFR at a weighted average rate of 2.81725%.
    At December 31, 2022, we had total consolidated indebtedness, excluding unamortized debt issuance costs and premium/discounts, of $1.95 billion. Of this total amount, $1.49 billion, or 76%, comprise our fixed-rate debt under the terms of the loan or an interest rate swap.  The remaining $460.0 million, or 24%, comprises our variable-rate debt. Based upon the amount of variable-rate debt outstanding as of December 31, 2022, if SOFR were to increase by 50 basis points, the increase in interest expense on our variable-rate debt would decrease our future earnings and cash flows by approximately $2.3 million annually.  If SOFR were to decrease by 50 basis points, assuming an interest rate floor of 0%, the decrease in interest expense on our variable-rate debt would increase our future earnings and cash flows by approximately $2.3 million annually.
    Interest risk amounts are our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments. We calculate interest sensitivity by multiplying the amount of variable rate debt outstanding by the respective change in rate. The sensitivity analysis does not take into consideration possible changes in the balances or fair value of our floating rate debt or the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.


Item 8. Financial Statements and Supplementary Data
All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1).


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
81

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
    We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
    In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
    As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2022, the end of the period covered by this report. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting
    There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
    Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
    Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2022.
    The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See “Report of Independent Registered Public Accounting Firm”.


Item 9B. Other Information.
None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
82

PART III


Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.

Item 11. Executive Compensation
The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 14. Principal Accounting Fees and Services
The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  
83

PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2) Financial Statements and Schedules
The following financial information is included in Part IV of this Report on the pages indicated:
F-1
Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.:
F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020
F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
F-6
Consolidated Statements of Changes in Equity for the Years ended December 31, 2022, 2021 and 2020
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
F-9
Notes to Consolidated Financial Statements
F-10
F-49
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
84

(3). Exhibits
Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
3.1S-11/A333-1888063.17/15/2013
3.28-K001-360083.12/14/2020
3.38-A001-360083.311/9/2017
3.48-A001-360083.39/19/2019
4.1S-11/A333-1888064.17/15/2013
4.28-A001-360084.111/9/2017
4.38-A001-360084.19/19/2019
4.410-K001-360084.52/19/2020
4.58-K001-360084.111/16/2020
4.68-K001-360084.211/16/2020
4.78-K001-360084.28/9/2021
10.18-K001-3600810.13/21/2022
10.210-Q001-3600810.29/3/2013
10.3†10-Q001-3600810.57/27/2021
10.4†S-11/A333-18880610.47/15/2013
10.5S-11/A333-18880610.57/9/2013
10.610-Q001-3600810.69/3/2013
10.7†10-Q001-3600810.89/3/2013
10.8†8-K001-3600810.26/29/2017
10.9†8-K001-3600810.15/20/2020
10.10†10-Q001-3600810.99/3/2013
10.11†8-K001-3600810.36/29/2017
10.12†8-K001-3600810.25/20/2020
10.13†8-K001-3600810.16/29/2017
10.14†8-K001-3600810.45/20/2020
85

Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.15†8-K001-3600810.211/10/2022
10.16†8-K001-3600810.17/9/2020
10.17†8-K001-3600810.111/10/2022
10.18†10-K001-3600810.113/9/2015
10.19†10-K001-3600810.182/19/2021
10.20†10-K001-3600810.192/19/2021
10.2110-K001-3600810.203/20/2014
10.228-K001-3600810.17/20/2015
10.238-K001-3600810.17/19/2017
10.2410-Q001-3600810.38/4/2017
10.2510-K001-3600810.402/21/2018
10.2610-Q001-3600810.25/7/2018
10.278-K001-3600810.17/19/2019
10.288-K001-3600810.15/27/2022
10.298-K001-3600810.17/20/2022
10.30*10-K001-3600810.302/10/2022
10.318-K001-360081.15/27/2022
10.328-K001-360081.25/27/2022
10.338-K001-360081.35/27/2022
10.348-K001-360081.45/27/2022
10.358-K001-360081.55/27/2022
10.368-K001-360081.65/27/2022
86

Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.378-K001-360081.75/27/2022
10.388-K001-360081.85/27/2022
10.398-K001-360081.95/27/2022
10.408-K001-360081.105/27/2022
10.418-K001-360081.115/27/2022
10.428-K001-360081.125/27/2022
10.438-K001-360081.135/27/2022
21.1*
22.1*
23.1*
24.1*
31.1*    
31.2*    
31.3*    
32.1*    
32.2*    
32.3* 
101.1* The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements
104.1*Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herein
†Compensatory plan or arrangement

Item 16. Form 10-K Summary
None.

87

SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Rexford Industrial Realty, Inc.
February 10, 2023 
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer (Principal Executive Officer)
February 10, 2023 
/s/ Howard Schwimmer
Howard Schwimmer
Co-Chief Executive Officer (Principal Executive Officer)
February 10, 2023/s/ Laura E. Clark
Laura E. Clark
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
88

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Rexford Industrial Realty, Inc., hereby severally constitute Michael S. Frankel, Howard Schwimmer and Laura E. Clark, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Rexford Industrial Realty, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
SignatureTitleDate
/s/ Michael S. FrankelCo- Chief Executive Officer and Director
(Principal Executive Officer)		February 10, 2023
Michael S. Frankel
/s/ Howard SchwimmerCo- Chief Executive Officer and Director
(Principal Executive Officer)		February 10, 2023
Howard Schwimmer
/s/ Laura E. ClarkChief Financial Officer
(Principal Financial and Accounting Officer)		February 10, 2023
Laura E. Clark
/s/ Richard ZimanChairman of the BoardFebruary 10, 2023
Richard Ziman
/s/ Robert L. AntinDirectorFebruary 10, 2023
Robert L. Antin
/s/ Diana J. IngramDirectorFebruary 10, 2023
Diana J. Ingram
/s/ Angela L. KleimanDirectorFebruary 10, 2023
Angela L. Kleiman
/s/ Debra L. MorrisDirectorFebruary 10, 2023
Debra L. Morris
/s/ Tyler H. RoseDirectorFebruary 10, 2023
Tyler H. Rose


89

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rexford Industrial Realty, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1

Recognition of acquired real estate - Purchase price accounting
Description of the Matter
As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company completed the acquisition of 61 properties for a total purchase price of $2.4 billion during the year ended December 31, 2022. The transactions were accounted for as asset acquisitions, and the purchase prices were allocated to components based on the relative fair values of the assets acquired and liabilities assumed. These components include land, buildings and improvements, tenant improvements, intangible assets and liabilities related to above and below market leases, and intangible assets related to in-place leases. The fair value of tangible and intangible assets and liabilities is based on available comparable market information, and estimated cash flow projections that utilize rental rates, discount rates, and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.

Auditing the fair value of acquired tangible and intangible assets and liabilities involves significant estimation uncertainty due to the judgment used by management in selecting key assumptions based on recent comparable transactions or market information, and the sensitivity of the fair values to changes in assumptions. In particular, the fair value estimates were sensitive to assumptions such as market rental rates, rental growth rates, price of land per square foot, discount rates, and capitalization rates. The allocation of value to the components of properties acquired could have a material effect on the Company’s net income due to the differing depreciable and amortizable lives of each component and the classification of the related depreciation or amortization in the Company’s consolidated statements of operations.

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for determining and reviewing the key inputs and assumptions used in estimating the fair value of acquired assets and liabilities and allocating fair value to the various components.
To test the allocation of the acquisition-date fair values, we evaluated the appropriateness of the valuation methods used to allocate the purchase price. We performed procedures to assess the key data inputs and assumptions used by management described above, including the completeness and accuracy of the underlying information. We also used our specialists to assist us in evaluating the valuation methods used by management and whether the assumptions utilized were supported by observable market data.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Los Angeles, California
February 10, 2023
F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Rexford Industrial Realty, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rexford Industrial Realty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Rexford Industrial Realty, Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 10, 2023

F-3

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands - except share and per share data)
 December 31, 2022December 31, 2021
ASSETS  
Land$5,841,195 $4,143,021 
Buildings and improvements3,370,494 2,588,836 
Tenant improvements147,632 127,708 
Furniture, fixtures, and equipment132 132 
Construction in progress110,934 71,375 
Total real estate held for investment9,470,387 6,931,072 
Accumulated depreciation(614,332)(473,382)
Investments in real estate, net8,856,055 6,457,690 
Cash and cash equivalents36,786 43,987 
Restricted cash— 11 
Rents and other receivables, net15,227 11,027 
Deferred rent receivable, net88,144 61,511 
Deferred leasing costs, net45,080 32,940 
Deferred loan costs, net4,829 1,961 
Acquired lease intangible assets, net169,986 132,158 
Acquired indefinite-lived intangible5,156 5,156 
Interest rate swap asset11,422 — 
Other assets24,973 19,066 
Acquisition related deposits1,625 8,445 
Assets associated with real estate held for sale, net— 7,213 
Total Assets$9,259,283 $6,781,165 
LIABILITIES & EQUITY  
Liabilities  
Notes payable$1,936,381 $1,399,565 
Interest rate swap liability— 7,482 
Accounts payable, accrued expenses and other liabilities97,496 65,833 
Dividends and distributions payable62,033 40,143 
Acquired lease intangible liabilities, net147,384 127,017 
Tenant security deposits71,935 57,370 
Prepaid rents20,712 15,829 
Liabilities associated with real estate held for sale— 231 
Total Liabilities2,335,941 1,713,470 
Equity  
Rexford Industrial Realty, Inc. stockholders’ equity  
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2022 and December 31, 2021 ($75,000 liquidation preference)72,443 72,443 
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2022 and December 31, 2021 ($86,250 liquidation preference)83,233 83,233 
Common Stock, $0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares outstanding at December 31, 2022 and December 31, 2021, respectively1,891 1,605 
Additional paid-in capital6,646,867 4,828,292 
Cumulative distributions in excess of earnings(255,743)(191,120)
Accumulated other comprehensive income (loss)8,247 (9,874)
Total stockholders’ equity6,556,938 4,784,579 
Noncontrolling interests366,404 283,116 
Total Equity6,923,342 5,067,695 
Total Liabilities and Equity$9,259,283 $6,781,165 
The accompanying notes are an integral part of these consolidated financial statements.
F-4

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands - except share and per share data)
Year Ended December 31,
 202220212020
REVENUES   
Rental income$630,578 $451,733 $329,377 
Management and leasing services616 468 420 
Interest income10 37 338 
TOTAL REVENUES631,204 452,238 330,135 
OPERATING EXPENSES  
Property expenses150,503 107,721 79,716 
General and administrative64,264 48,990 36,795 
Depreciation and amortization196,794 151,269 115,269 
TOTAL OPERATING EXPENSES411,561 307,980 231,780 
OTHER EXPENSES  
Other expenses1,561 1,297 124 
Interest expense48,496 40,139 30,849 
TOTAL EXPENSES461,618 349,416 262,753 
Loss on extinguishment of debt(915)(505)(104)
Gains on sale of real estate8,486 33,929 13,617 
NET INCOME177,157 136,246 80,895 
 Less: net income attributable to noncontrolling interests(9,573)(8,005)(4,492)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.167,584 128,241 76,403 
 Less: preferred stock dividends(9,258)(12,563)(14,545)
 Less: original issuance costs of redeemed preferred stock— (3,349)— 
 Less: earnings allocated to participating securities(845)(568)(509)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$157,481 $111,761 $61,349 
Net income attributable to common stockholders per share - basic$0.92 $0.80 $0.51 
Net income attributable to common stockholders per share - diluted$0.92 $0.80 $0.51 
Weighted average shares of common stock outstanding - basic170,467,365 139,294,882 120,873,624 
Weighted average shares of common stock outstanding - diluted170,978,272 140,075,689 121,178,310 

The accompanying notes are an integral part of these consolidated financial statements.
F-5

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Other comprehensive income (loss): cash flow hedge adjustments18,846 8,333 (10,880)
Comprehensive income196,003 144,579 70,015 
Less: comprehensive income attributable to noncontrolling interests(10,298)(8,503)(3,779)
Comprehensive income attributable to Rexford Industrial Realty, Inc.$185,705 $136,076 $66,236 

The accompanying notes are an integral part of these consolidated financial statements.

F-6

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands - except share data)
 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Balance at December 31, 2019$242,327 113,793,300 $1,136 $2,439,007 $(118,751)$(7,542)$2,556,177 $66,272 $2,622,449 
Issuance of common stock— 17,253,161 173 739,810 — — 739,983 — 739,983 
Offering costs— — — (5,887)— — (5,887)— (5,887)
Issuance of OP Units— — — — — — — 179,262 179,262 
Issuance of 4.00% cumulative redeemable convertible preferred units— — — — — — — 40,787 40,787 
Share-based compensation— 110,737 1 3,290 — — 3,291 9,803 13,094 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (27,473)— (1,278)— — (1,278)— (1,278)
Conversion of OP Units to common stock— 296,313 3 7,657 — — 7,660 (7,660)— 
Net income14,545 — — — 61,858 — 76,403 4,492 80,895 
Other comprehensive loss— — — — — (10,167)(10,167)(713)(10,880)
Preferred stock dividends ($1.468752 per series A preferred and series B preferred share and $1.406252 per series C preferred share)(14,545)— — — — — (14,545)— (14,545)
Preferred unit distributions— — — — — — — (2,546)(2,546)
Common stock dividends ($0.86 per share)— — — — (106,496)— (106,496)— (106,496)
Common unit distributions— — — — — — — (4,246)(4,246)
Balance at December 31, 2020$242,327 131,426,038 $1,313 $3,182,599 $(163,389)$(17,709)$3,245,141 $285,451 $3,530,592 
Issuance of common stock— 28,484,776 286 1,644,411 — — 1,644,697 — 1,644,697 
Offering costs— — — (18,606)— — (18,606)— (18,606)
Redemption of 5.875% series A preferred stock(86,651)— — — (3,349)— (90,000)— (90,000)
Share-based compensation— 108,774 1 3,855 — — 3,856 16,007 19,863 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (29,305)— (1,428)— — (1,428)— (1,428)
Conversion of OP Units to common stock— 521,199 5 17,461 — — 17,466 (17,466)— 
Net income12,563 — — — 115,678 — 128,241 8,005 136,246 
Other comprehensive income— — — — — 7,835 7,835 498 8,333 
Preferred stock dividends ($0.917970 per series A preferred share, $1.468752 per series B preferred share and $1.406252 per series C preferred share)(12,563)— — — — — (12,563)— (12,563)
Preferred unit distributions— — — — — — — (2,832)(2,832)
Common stock dividends ($0.96 per share)— — — — (140,060)— (140,060)— (140,060)
Common unit distributions— — — — — — — (6,547)(6,547)
Balance at December 31, 2021$155,676 160,511,482 $1,605 $4,828,292 $(191,120)$(9,874)$4,784,579 $283,116 $5,067,695 
F-7

 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Issuance of common stock— 28,343,395 283 1,831,490 — — 1,831,773 — 1,831,773 
Offering costs— — — (22,542)— — (22,542)— (22,542)
Issuance of OP Units— — — — — — — 56,167 56,167 
Issuance of 3.00% cumulative redeemable convertible preferred units— — — — — — — 12,000 12,000 
Share-based compensation— 123,542 1 5,547 — — 5,548 23,488 29,036 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (31,576)— (2,156)— — (2,156)— (2,156)
Conversion of OP Units to common stock— 167,286 2 6,236 — — 6,238 (6,238)— 
Acquisition of private REIT - preferred units— — — — ��� — — 122 122 
Net income9,258 — — — 158,326 — 167,584 9,573 177,157 
Other comprehensive income— — — — — 18,121 18,121 725 18,846 
Preferred stock dividends ( $1.468752 per series B preferred share and $1.406252 per series C preferred share)(9,258)— — — — — (9,258)— (9,258)
Preferred unit distributions— — — — — — — (3,124)(3,124)
Common stock dividends ($1.26 per share)— — — — (222,949)— (222,949)— (222,949)
Common unit distributions— — — — — — — (9,425)(9,425)
Balance at December 31, 2022$155,676 189,114,129 $1,891 $6,646,867 $(255,743)$8,247 $6,556,938 $366,404 $6,923,342 

The accompanying notes are an integral part of these consolidated financial statements.
F-8

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income$177,157 $136,246 $80,895 
Adjustments to reconcile net income to net
   cash provided by operating activities:		  
Depreciation and amortization196,794 151,269 115,269 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Gains on sale of real estate(8,486)(33,929)(13,617)
Amortization of debt issuance costs2,689 1,919 1,505 
Amortization of discount (premium) on notes payable, net250 26 (188)
Equity based compensation expense28,426 19,506 12,871 
Straight-line rent(31,220)(20,903)(11,406)
Payments for termination/settlement of interest rate derivatives(589)(4,045)(1,239)
Amortization related to termination/settlement of interest rate derivatives531 2,280 218 
Change in working capital components:  
Rents and other receivables(2,858)(745)(4,030)
Deferred leasing costs(17,762)(17,473)(10,447)
Other assets(594)(6,357)(2,352)
Sales-type lease receivable— — 20,302 
Accounts payable, accrued expenses and other liabilities9,304 11,895 4,825 
Tenant security deposits6,294 6,776 (415)
Prepaid rents(1,947)(1,056)1,232 
Net cash provided by operating activities327,695 231,463 182,994 
CASH FLOWS FROM INVESTING ACTIVITIES:   
Acquisition of investments in real estate(2,328,430)(1,858,413)(928,687)
Capital expenditures(135,095)(102,475)(78,765)
Payment for deposits on real estate acquisitions(1,000)(8,445)(4,067)
Proceeds from sale of real estate15,315 56,566 23,996 
Net cash used in investing activities(2,449,210)(1,912,767)(987,523)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Redemption of preferred stock— (90,000)— 
Issuance of common stock, net1,809,231 1,626,091 734,096 
Proceeds from borrowings2,714,000 1,264,557 471,844 
Repayment of borrowings(2,176,606)(1,095,280)(175,671)
Debt issuance costs(7,300)(4,555)(6,085)
Dividends paid to preferred stockholders(9,258)(12,563)(14,545)
Dividends paid to common stockholders(201,902)(129,793)(99,292)
Distributions paid to common unitholders(8,582)(6,418)(3,328)
Distributions paid to preferred unitholders(3,124)(2,832)(2,546)
Repurchase of common shares to satisfy employee tax withholding requirements(2,156)(1,428)(1,278)
Net cash provided by financing activities2,114,303 1,547,779 903,195 
Increase (decrease) in cash, cash equivalents and restricted cash(7,212)(133,525)98,666 
Cash, cash equivalents and restricted cash, beginning of period43,998 177,523 78,857 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 $177,523 
Supplemental disclosure of cash flow information:  
Cash paid for interest (net of capitalized interest of $12,236, $4,550 and $3,925 for the years December 31, 2022, 2021 and 2020, respectively)$44,811 $32,979 $27,924 
Supplemental disclosure of noncash transactions:
Operating lease right-of-use assets obtained in exchange for lease liabilities$6,363 $— $3,204 
Issuance of operating partnership units in connection with acquisition of real estate$56,167 $— $179,262 
Issuance of 4.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$— $— $40,787 
Issuance of 3.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$12,000 $— $— 
Acquisition of private REIT - preferred units$122 $— $— 
Assumption of debt in connection with acquisition of real estate including loan premium$— $16,512 $65,264 
Accrual for capital expenditures$29,074 $15,700 $11,811 
Accrual of dividends and distributions$62,033 $40,143 $29,747 
Lease reclassification from operating lease to sales-type lease:
Sales-type lease receivable$— $— $20,302 
Investments in real estate, net— — (16,117)
Deferred rent receivable, net— — (63)
Deferred leasing costs, net— — (164)
Acquired lease intangible assets, net— — (136)
Gain on sale recognized due to lease classification$— $— $3,822 

The accompanying notes are an integral part of these consolidated financial statements.

F-9

REXFORD INDUSTRIAL REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Organization
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we own, manage, lease, acquire and redevelop industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. As of December 31, 2022, our consolidated portfolio consisted of 356 properties with approximately 42.4 million rentable square feet. 
The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context requires otherwise, its subsidiaries (including our Operating Partnership).
2.    Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying financial statements are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of December 31, 2022 and 2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.
The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASUs”). Any reference to the number of properties, buildings and square footage are unaudited and outside the scope of our independent auditor’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short-term maturity of these investments.
Restricted Cash
Restricted cash is comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and from time to time, includes cash proceeds from property sales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
F-10

Restricted cash balances are included with cash and cash equivalent balances as of the beginning and ending of each period presented in the consolidated statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022 and 2021 (in thousands):
Year Ended December 31,
20222021
Cash and cash equivalents$43,987 $176,293 
Restricted cash11 1,230 
Cash, cash equivalents and restricted cash, beginning of period$43,998 $177,523 
Cash and cash equivalents$36,786 $43,987 
Restricted cash— 11 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 
Investments in Real Estate
    Acquisitions
    We account for acquisitions of properties under ASU 2017-01’)2017-01, Business Combinations–Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 clarifies that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar assets, the set of assetsbusinesses and activities is not a business. ASU 2017-01 alsofurther revises the definition of a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output.
We evaluate eachbusiness. Our acquisitions of our property acquisitions to determine whether the acquired set of assets and activities (collectively referred to as a “set”) meets the definition of a business and will need to be accounted for as a business combination. A set would fail to qualify as a business if either (i) substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets or (ii) the set is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. An acquired process is considered substantive if (i) the process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process, (ii) the process cannot be replaced without significant cost, effort, or delay or (iii) the process is considered unique or scarce.
As a result of the adoption of ASU 2017-01, all of our acquisition transactions completed during the year ended December 31, 2017, were accounted for as asset acquisitions. Going forward, we expect that most of our property acquisitions willproperties generally notno longer meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiableand accordingly are accounted for as asset or group of similar identifiable assets or because the acquisition does not include a substantive process.acquisitions.
When we acquire a property that meets the business combination accounting criteria,    For asset acquisitions, we allocate the purchase price to the various componentscost of the acquisition, based uponwhich includes cash and non-cash consideration paid to the seller and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value of each component on the acquisition date. The componentsbasis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to aboveabove- and below marketbelow-market leases, intangible assets related to in-place leases, debt and otherfrom time to time, assumed assets and liabilities. Acquisition related costs are expensed as incurred. Because of the timing or complexity of completing certain fair value adjustments, the initial purchase price allocation may be incomplete at the end of a reporting period, in which case we may record provisional purchase price allocation amounts based on information available at the acquisition date. Subsequent adjustments to provisional amounts are recognized during the measurement period, which cannot exceed one year from the date of acquisition.
For acquisitions that do not meet the business combination accounting criteria, we allocate the cost of the acquisition, which includes any associated acquisition costs, to the individual assets and liabilities assumed on a relative fair value basis.mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets should beis finalized in the period in which the acquisition occurred.occurs.


We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant.  This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions aboutwith respect to the assumptions a market participant would use.  These Level 3 inputs include discount rates, capitalization rates, market rentsrental rates, rental growth rates and comparable sales data, including land sales, for similar properties.  Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.   In calculatingdetermining the “as-if-vacant” value for acquisitions completedthe properties we acquired during the year ended December 31, 2017,2022, we used discount rates ranging from 5.50%4.75% to 7.50% and 9.50% andexit capitalization rates ranging from 4.25%3.75% to 7.50%6.25%.
In determining the fair value of intangible lease assets or liabilities, we also consider Level 3 inputs.  Acquired above- and below-market leases are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases, if applicable.  The estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level of the property at the date of acquisition. Such estimates includeWe consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the estimated period of time necessary to lease such property that would be incurred to lease thea property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions completed during the year ended December 31, 2017,2022, we used an estimated average lease-up period ranging from six months to eighteentwelve months.
The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities isare based on our estimate of the current market rates for similar liabilities in effect at the acquisition date.
F-11

CapitalizationLoss on Extinguishment of Costs
We capitalize direct costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. This includes certain general and administrative costs, including payroll, bonus, and non-cash equity compensation of the personnel performing development, renovations and rehabilitation if such costs are identifiable to a specific activity to get the real estate asset ready for its intended use. During the development and construction periods of a project, we also capitalize interest, real estate taxes and insurance costs. We cease capitalization of costs upon substantial completion of the project, but no later than one year from cessation of major construction activity. If some portions of a project are substantially complete and ready for use and other portions have not yet reached that stage, we cease capitalizing costs on the completed portion of the project but continue to capitalize for the incomplete portion of the project. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.
We capitalized interest costs of $1.7 million, $1.7 million and $0.8 million during the years ended December 31, 2017, 2016 and 2015, respectively. We capitalized real estate taxes and insurance aggregating $1.2 million, $0.8 million and $0.8 million during the years ended December 31, 2017, 2016 and 2015, respectively. We capitalized compensation costs for employees who provide construction services of $1.9 million, $1.0 million and $0.9 million during the years ended December 31, 2017, 2016 and 2015, respectively.
Impairment of Long-Lived Assets
In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360: Property, Plant, and Equipment, we assess the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. To review real estate assets for recoverability, we consider current market conditions as well as our intent with respect to holding or disposing of the asset. The intent with regard to the underlying assets might change as market conditions and other factors change. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property, quoted market values and third party appraisals, where considered necessary. The use of projected future cash flows is based on assumptions that are consistent with estimates of future expectations and the strategic plan used to manage our underlying business. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we will recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties.


Revenue Recognition
We recognize revenue from rent, tenant reimbursements and other revenue sources once all of the following criteria are met: persuasive evidence that an arrangement exists, the delivery has occurred or services rendered, the fee is fixed and determinable and collectability is reasonably assured. Minimum annual rental revenues are recognized in rental revenues on a straight-line basis over the term of the related lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space.
Estimated reimbursements from tenants for real estate taxes, common area maintenance and other recoverable operating expenses are recognized as revenues in the period that the recoverable expenses are incurred. Subsequent to year-end, we perform final reconciliations on a lease-by-lease basis and bill or credit each tenant for any cumulative annual adjustments. Lease termination fees, which are included in rental revenues in the accompanying consolidated statements of operations, are recognized when the related lease is canceled and we have no continuing obligation to provide services to such former tenant.
Revenues from management, leasing and development services are recognized when the related services have been provided and earned.Debt
The recognitionloss on extinguishment of gains on salesdebt of real estate requires us to measure the timing of a sale against various criteria related to the terms of the transaction, as well as any continuing involvement in the form of management or financial assistance associated with the property. If the sales criteria are not met, we defer gain recognition and account for the continued operations of the property by applying the finance, profit-sharing or leasing method. If the sales criteria have been met, we further analyze whether profit recognition is appropriate using the full accrual method. If the criteria to recognize profit using the full accrual method have not been met, we defer the gain and recognize it when the criteria are met or use the installment or cost recovery method as appropriate under the circumstances.
Valuation of Receivables
We are subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables. In order to mitigate these risks, we perform credit reviews and analyses on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. We specifically analyze aged receivables, customer credit-worthiness, historical bad debts and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. As a result of our periodic analysis, we maintain an allowance for estimated losses that may result from the inability of our tenants to make required payments. This estimate requires significant judgment related to the lessees’ ability to fulfill their obligations under the leases. We believe our allowance for doubtful accounts is adequate for our outstanding receivables for the periods presented. If a tenant is insolvent or files for bankruptcy protection and fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the net outstanding balances, which include amounts recognized as straight-line revenue not realizable until future periods.
Results of Operations
Our consolidated results of operations are often not comparable from period to period due to the effect of property acquisitions and dispositions completed during the comparative reporting periods. Our “Total Portfolio” represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions and dispositions and to highlight the operating results of our on-going business, we have separately presented the results of our “Same Properties Portfolio.”
Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016
For the comparison of the years ended December 31, 2017 and 2016, our Same Properties Portfolio includes all properties in our industrial portfolio that were wholly-owned by us as of January 1, 2016, and still owned by us as of December 31, 2017, which consisted of 111 properties aggregating approximately 11.0 million rentable square feet. Results for our Same Properties Portfolio exclude our joint venture property, any properties that were acquired or sold during 2017 and 2016, interest expense and corporate general and administrative expenses. For the comparison of the years ended December 31, 2017 and 2016, our Total Portfolio includes the properties in our Same Properties Portfolio, the 41 properties aggregating approximately 7.6 million rentable square feet that were acquired during 2017 and 2016, and the 11 properties aggregating approximately 1.1 million rentable square feet that were sold during 2017 and 2016.


As of December 31, 2017 and 2016, our Same Properties Portfolio occupancy was approximately 98.0% and 96.2%, respectively. For the years ended December 31, 2017 and 2016, our Same Properties Portfolio weighted average occupancy was approximately 96.0% and 93.7%, respectively.

  Same Properties Portfolio Total Portfolio
  Year Ended December 31, 
Increase/
(Decrease)
 
%
Change
 Year Ended December 31, 
Increase/
(Decrease)
 
%
Change
  2017 2016   2017 2016  
  ($ in thousands)
RENTAL REVENUES                
Rental revenues $99,031
 $91,971
 $7,060
 7.7 % $136,185
 $107,594
 $28,591
 26.6 %
Tenant reimbursements 15,257
 13,691
 1,566
 11.4 % 23,363
 16,723
 6,640
 39.7 %
Other income 712
 751
 (39) (5.2)% 869
 943
 (74) (7.8)%
TOTAL RENTAL REVENUES 115,000
 106,413
 8,587
 8.1 % 160,417
 125,260
 35,157
 28.1 %
Management, leasing and development services —
 —
 —
 — % 493
 473
 20
 4.2 %
Interest income —
 —
 —
 — % 445
 459
 (14) (3.1)%
TOTAL REVENUES 115,000
 106,413
 8,587
 8.1 % 161,355
 126,192
 35,163
 27.9 %
OPERATING EXPENSES       
     
 
Property expenses 30,214
 28,338
 1,876
 6.6 % 42,139
 33,619
 8,520
 25.3 %
General and administrative —
 —
 —
 — % 21,610
 17,415
 4,195
 24.1 %
Depreciation and amortization 39,120
 41,535
 (2,415) (5.8)% 64,852
 51,407
 13,445
 26.2 %
TOTAL OPERATING EXPENSES 69,334
 69,873
 (539) (0.8)% 128,601
 102,441
 26,160
 25.5 %
OTHER EXPENSE       
     
 
Acquisition expenses —
 —
 —
 — % 454
 1,855
 (1,401) (75.5)%
Interest expense —
 —
 —
 — % 20,209
 14,848
 5,361
 36.1 %
TOTAL OTHER EXPENSE —
 —
 —
 — % 20,663
 16,703
 3,960
 23.7 %
TOTAL EXPENSES 69,334
 69,873
 (539) (0.8)% 149,264
 119,144
 30,120
 25.3 %
Equity in income from unconsolidated real estate entities —
 

 —
   11
 1,451
 (1,440)  
Gain on extinguishment of debt —
 —
 —
   25
 —
 25
  
Gain on sale of real estate —
 —
 —
   29,573
 17,377
 12,196
  
NET INCOME $45,666
 $36,540
 $9,126
   $41,700
 $25,876
 $15,824
  


Rental Revenue
Our Same Properties Portfolio and Total Portfolio rental revenue increased by $7.1 million, or 7.7%, and $28.6 million, or 26.6%, respectively, for the year ended December 31, 2017, compared to the year ended December 31, 2016. The increase in our Same Properties Portfolio rental income is primarily due to the increase in the weighted average occupancy of the portfolio for comparable periods, which was driven by the completion of repositioning work and subsequent lease-up of space at nine of our properties during 2016 and 2017, as well as the increase in average rental rates on new and renewal leases. Our Total Portfolio rental revenue was also positively impacted by the incremental revenues from the 41 properties we acquired during 2016 and 2017, partially offset by the decrease in revenues from the 11 properties that were sold during 2016 and 2017.
Tenant Reimbursements
Our Same Properties Portfolio and Total Portfolio tenant reimbursements revenue increased $1.6 million, or 11.4%, and increased $6.6 million or 39.7%, respectively, for the year ended December 31, 2017, compared to the year ended December 31, 2016.  The increase in our Same Properties Portfolio tenant reimbursements is primarily due to an increase in recoverable operating expenses for comparable periods, an increase in the weighted average occupancy of the portfolio for comparable periods, which was driven by the completion of repositioning work and subsequent lease-up of space at nine of our properties during 2016 and 2017, as well as the completion of supplemental assessments of certain of our properties resulting in lower reimbursable real estate taxes during 2016. Our Total Portfolio tenant reimbursements revenue was also impacted by the incremental reimbursements from the 41 properties we acquired during 2016 and 2017, partially offset by the decrease in reimbursements from the 11 properties that were sold during 2016 and 2017.
 Other Income
Our Same Properties Portfolio and Total Portfolio other income decreased by $39 thousand, or 5.2%, and $74 thousand, or 7.8%, respectively, for the year ended December 31, 2017, compared to the year ended December 31, 2016. The decrease in our Same Properties Portfolio other income is primarily due to a decrease in late fee income, partially offset by an increase in other miscellaneous income. The decrease in our Total Portfolio income is primarily due to a decrease in late fee income and other miscellaneous income.

Management, Leasing and Development Services
Our Total Portfolio management, leasing and development services revenue increased by $20 thousand, or 4.2%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to our acquisition of the property located at 3233 Mission Oaks Boulevard from our unconsolidated joint venture (the “JV”) in July 2016. Prior to this acquisition, we earned fees and commissions for providing property and construction management services for the property.

Interest Income
Interest income relates to the $6.0 million mortgage loan that we made on July 1, 2016, which was subsequently repaid on June 23, 2017 (the “Rancho Loan”). The Rancho Loan was secured by an industrial property located in Rancho Cucamonga, California and bore interest at 10.0% per annum. Our Total Portfolio interest income decreased by $14 thousand, or 3.1%, during the year ended December 31, 2017, compared to the year ended December 31, 2016.
Property Expenses
Our Same Properties Portfolio property expenses increased by $1.9 million or 6.6%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to an increase in overhead costs, an increase in recoverable repairs and maintenance expense, an increase in insurance expense, an increase in real estate tax expense and the receipt of non-comparable insurance reimbursements during 2016, partially offset by a decrease in third-party property management fee expense. The increase in insurance expense was due to the new earthquake policy we obtained in June 2017 and the new environmental policy we obtained in December 2016. The increase in real estate tax expense was due to a decrease in capitalized real estate taxes resulting from the completion of construction at certain of our repositioning properties.  Our Total Portfolio property expenses increased by $8.5 million, or 25.3%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily as a result of the incremental expenses from the 41 properties we acquired during 2016 and 2017, partially offset by the decrease in property expenses from the 11 properties that were sold during 2016 and 2017.


General and Administrative
Our Total Portfolio general and administrative expenses increased by $4.2 million, or 24.1% for the year ended December 31, 2017, compared to the year ended December 31, 2016.  The increase is primarily due to the following: (i) a $1.5 million increase in non-cash equity compensation expense primarily related to equity grants awards granted in December 2016, (ii) a non-comparable $1.0 million insurance reimbursement of legal fees related to prior litigation received during 2016, (iii) a $1.0 million increase in bonus expense due to Company performance, (iv) a $0.6 million increase in payroll and employment related costs and (v) a $0.4 million increase in other various corporate expenses. These increases were partially offset by a $0.2 million decrease in non-employee director compensation expense.
Depreciation and Amortization
Our Same Properties Portfolio depreciation and amortization expense decreased by $2.4 million, or 5.8%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to acquired lease related intangible and tangible assets for several of our properties becoming fully depreciated during 2016 and 2017, partially offset by an increase in depreciation expense related to capital improvements. Our Total Portfolio depreciation and amortization expense increased $13.4 million, or 26.2%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to incremental expense from the 41 properties we acquired during 2016 and 2017, and an increase in depreciation expense related to capital improvements, partially offset by the decrease in our Same Properties Portfolio depreciation and amortization expense noted above. 
Acquisition Expenses
Our Total Portfolio acquisition expenses decreased by $1.4 million, or 75.5%, for the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to the adoption of ASU 2017-01, effective January 1, 2017. Under ASU 2017-01, the 21 properties that we acquired during 2017 were accounted for as asset acquisitions, and the related acquisition costs were capitalized as part of the purchase price of the acquisition on a relative fair value basis. In comparison, 18 of the 20 properties that we acquired during 2016 were accounted for as business combinations, and the related acquisition costs were expensed as incurred. The decrease in acquisition expenses due to the adoption of ASU 2017-01 was partially offset by an increase resulting from the write-off of previously incurred transaction costs related to the termination of a ground lease in March 2017. For additional details, see Note 10 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
Interest Expense
Our Total Portfolio interest expense increased by $5.4 million, or 36.1%, for the year ended December 31, 2017, compared to the year ended December 31, 2016. The increase in interest expense is primarily comprised of the following: (i) a $2.3 million increase related to the issuance of $125 million of 3.93% fixed rate senior notes in July 2017, (ii) a $1.9 million increase related to the $125 million and $100 million term loan facility borrowings we made in January 2016 and April 2016, respectively, and (iii) and a $1.4 million increase related to the increase in borrowings on our unsecured revolving credit facility. The increase was partially offset by a $0.3 million decrease in interest expense from the 1065 Walnut Street mortgage loan, which we repaid in advance of maturity on March 20, 2017.
Equity in Income from Unconsolidated Real Estate Entities
Our Total Portfolio equity in income from unconsolidated real estate entities decreased by $1.4$0.9 million for the year ended December 31, 2017, compared2022, is primarily comprised of the write-off of $0.7 million of unamortized debt issuance costs related to the year ended December 31, 2016, due to the acquisition$150.0 million unsecured term loan facility we repaid in May 2022 in advance of the remaining 85% ownership interest in the property located at 3233 Mission Oaks Boulevard from the JV on July 6, 2016. For additional information, see Note 11 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
Gain on Extinguishment of Debt
During the year ended December 31, 2017, we repaid the 1065 Walnut Street mortgage loanMay 2025 maturity date and the 12907 Imperial Highway mortgage loan. The gain on extinguishment of debt of $25 thousand represents the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we amended our senior unsecured credit agreement in May 2022. The loss on extinguishment of debt of $0.5 million for the year ended December 31, 2021 represents the write-off of unamortized debt issuance costs related to the $225.0 million unsecured term loan premiums, partially offset by the $0.2 million penalty incurred for repaying the 1065 Walnut Street mortgage loanfacility that we repaid in September 2021 in advance of the January 2023 maturity date.


GainGains on Sale of Real Estate
During the year ended December 31, 2017,2022, we recognized a total gaingains on sale of $29.6real estate of $8.5 million from the disposition of six propertiesone property that werewas sold for an aggregatea gross sales price of $98.7$16.5 million. During the year ended December 31, 2016,2021, we recognized a total gaingains on sale of $17.4real estate of $33.9 million from the disposition of five properties that were sold for an aggregate gross sales price of $40.7$59.3 million.

Comparison of the Year Ended December 31, 20162021 to the Year Ended December 31, 20152020
For the comparison    Refer to “Item 7. Management’s Discussion and Analysis of the years ended December 31, 2016Financial Condition and 2015, our Same Properties Portfolio includes all propertiesResults of Operations – Results of Operations” in our industrial portfolio that were wholly-owned by us as of January 1, 2015, and still owned by us as of December 31, 2016, which consisted of 95 properties aggregating approximately 9.5 million rentable square feet. Results for our Same Properties Portfolio exclude our joint venture property, any properties that were acquired or sold during 2016 or 2015, interest income from our note receivable, interest expense and corporate general and administrative expenses. For the comparison of the years ended December 31, 2016 and 2015, our Total Portfolio includes the properties in our Same Properties Portfolio, the 41 properties aggregating approximately 5.5 million rentable square feet that were acquired during 2016 and 2015, and the five properties aggregating approximately 0.3 million rentable square feet that were sold during 2016.
As of December 31, 2016 and 2015, our Same Properties Portfolio occupancy was approximately 96.1% and 93.0%, respectively. For the years ended December 31, 2016 and 2015, our Same Properties Portfolio weighted average occupancy was approximately 93.4% and 90.7%, respectively.

  Same Properties Portfolio Total Portfolio
  Year Ended December 31, 
Increase/
(Decrease)
 % Change Year Ended December 31, 
Increase/
(Decrease)
 % Change
  2016 2015   2016 2015  
  ($ in thousands)
RENTAL REVENUES                
Rental revenues $77,450
 $71,802
 $5,648
 7.9 % $107,594
 $81,114
 $26,480
 32.6 %
Tenant reimbursements 10,352
 9,668
 684
 7.1 % 16,723
 10,479
 6,244
 59.6 %
Other income 626
 929
 (303) (32.6)% 943
 1,013
 (70) (6.9)%
TOTAL RENTAL REVENUES 88,428
 82,399
 6,029
 7.3 % 125,260
 92,606
 32,654
 35.3 %
Management, leasing and development services —
 —
 —
 — % 473
 584
 (111) (19.0)%
Interest income —
 —
 —
 — % 459
 710
 (251) (35.4)%
TOTAL REVENUES 88,428
 82,399
 6,029
 7.3 % 126,192
 93,900
 32,292
 34.4 %
EXPENSES       
       
Property expenses 23,734
 22,488
 1,246
 5.5 % 33,619
 25,000
 8,619
 34.5 %
General and administrative —
 —
 —
 — % 17,415
 15,016
 2,399
 16.0 %
Depreciation and amortization 33,611
 36,570
 (2,959) (8.1)% 51,407
 41,837
 9,570
 22.9 %
TOTAL OPERATING EXPENSES 57,345
 59,058
 (1,713) (2.9)% 102,441
 81,853
 20,588
 25.2 %
OTHER EXPENSE       
       
Acquisition expenses —
 —
 —
 — % 1,855
 2,136
 (281) (13.2)%
Interest expense —
 —
 —
 — % 14,848
 8,453
 6,395
 75.7 %
TOTAL OTHER EXPENSE —
 —
 —
 — % 16,703
 10,589
 6,114
 57.7 %
TOTAL EXPENSES 57,345
 59,058
 (1,713) (2.9)% 119,144
 92,442
 26,702
 28.9 %
Equity in income from unconsolidated real estate entities —
 —
 —
   1,451
 93
 1,358
  
Gain from early repayment of note receivable —
 —
 —
   —
 581
 (581)  
Loss on extinguishment of debt —
 —
 —
   —
 (182) 182
  
Gain on sale of real estate —
 —
 —
   17,377
 —
 17,377
  
NET INCOME $31,083
 $23,341
 $7,742
   $25,876
 $1,950
 $23,926
  


Rental Revenue
Our Same Properties Portfolio and Total Portfolio rental revenue increased by $5.6 million, or 7.9%, and $26.5 million, or 32.6%, respectively,Form 10-K for the year ended December 31, 2016,2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2015.2020.
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Non-GAAP Supplemental Measures: Funds From Operations and Core Funds From Operations
We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”).  FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint ventures.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.
We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not consider reflective of our on-going performance).
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO and Core FFO (unaudited and in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Adjustments:  
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(1)
(8,486)(33,929)(13,617)
Funds from operations (FFO)$365,465 $253,586 $182,547 
Adjustments:
Acquisition expenses613 94 124 
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Amortization of loss on termination of interest rate swaps253 2,169 218 
Non-capitalizable demolition costs663 — — 
Write-offs of below-market lease intangibles related to terminations(2)
(5,792)— — 
Core FFO$362,117 $257,346 $182,993 
Less: preferred stock dividends(9,258)(12,563)(14,545)
Less: Core FFO attributable to noncontrolling interests(3)
(16,838)(13,504)(7,667)
Less: Core FFO attributable to participating securities(4)
(1,282)(943)(774)
Company share of Core FFO$334,739 $230,336 $160,007 
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(1)Gains on sale of real estate for the years ended December 31, 2022 and 2021 reflect gains from the sale of depreciable operating properties. Gains on sale of real estate for the year ended December 31, 2020, include total gains of $14.5 million from the sale of depreciable operating properties and a loss of $0.9 million from the sale of assets incidental to our business. For additional details, see “Note 3 – Investments in Real Estate” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
(2)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.
(3)Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units.
(4)Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership.
Non-GAAP Supplemental Measures: NOI and Cash NOI
    Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties. NOI is calculated as rental income less property expenses (before interest expense, depreciation and amortization).
    We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.
    NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) fair value lease revenue and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.
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The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):  
 Year Ended December 31,
 202220212020
Rental income$630,578 $451,733 $329,377 
Less: Property expenses150,503 107,721 79,716 
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
General and administrative64,264 48,990 36,795 
Depreciation and amortization196,794 151,269 115,269 
Other expenses1,561 1,297 124 
Interest expense48,496 40,139 30,849 
Loss on extinguishment of debt915 505 104 
Management and leasing services(616)(468)(420)
Interest income(10)(37)(338)
Gains on sale of real estate(8,486)(33,929)(13,617)
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
Non-GAAP Supplemental Measure: EBITDAre
    We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.
     We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.  
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The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Interest expense48,496 40,139 30,849 
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(8,486)(33,929)(13,617)
EBITDAre$413,961 $293,725 $213,396 
Supplemental Guarantor Information
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At December 31, 2022, the Operating Partnership had issued and outstanding $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”) and the $400 Million Notes due 2031. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $400 Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.
As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Financial Condition, Liquidity and Capital Resources
Overview
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, and distributions to our common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM program or issuing other securities as described below.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities.
As of December 31, 2022, we had:
•Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.0 billion, with $7.5 million due within 12 months.
•Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $322.4 million, of which $68.4 million is due within 12 months.
•Commitments of $114.2 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and
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•Operating lease commitments with aggregate lease payments of $27.2 million, of which $2.3 million is due within 12 months.
See “Note 5 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the scheduled principal payments. Also see “Note 6 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments.
As of December 31, 2022, our cash and cash equivalents were $36.8 million, and we did not have any borrowings outstanding under our unsecured revolving credit facility, leaving $1.0 billion available for future borrowings.
Sources of Liquidity
Cash Flow from Operations
Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations.
ATM Program
On May 27, 2022, we established an ATM program pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces our previous $750.0 million ATM program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022.
In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our various ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements.
During the year ended December 31, 2022, we physically settled a portion of the aforementioned forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock for net proceeds of $1.6 billion, based on a weighted average forward price of $65.02 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 636,884 shares of common stock, or approximately $35.2 million of forward net proceeds remaining for settlement to occur before November 2023, based on a forward price of $55.22 per share.
As of February 10, 2023, approximately $165.4 million of common stock remains available to be sold under the Current 2022 ATM Program. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the Current 2022 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility or other debt financing obligations, to fund our repositioning or redevelopment activities and/or for general corporate purposes.
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    Securities Offerings
We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities.
2022 Forward Equity Offering — During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 674,708 shares of common stock, or approximately $37.7 million of forward net proceeds remaining for settlement to occur before May 2024, based on a forward sale price of $55.87 per share.
Capital Recycling
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into a 1031 Exchange, when possible, to defer some or all of the taxable gains, if any, on dispositions.
During the year ended December 31, 2022, we completed the disposition of one property for a gross sales price of $16.5 million and net cash proceeds of $15.3 million. The net cash proceeds were used to partially fund the acquisition of one property during the year ended December 31, 2022, through a 1031 Exchange transaction.
We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.
Investment Grade Rating
During the year ended December 31, 2022, our credit ratings were raised to Baa2 (Stable outlook) from Baa3 (Stable outlook) by Moody’s and to BBB+ (Stable outlook) from BBB (Positive outlook) by both S&P and Fitch with respect to our Credit Agreement (described below), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”), $400 Million Notes due 2030 and $400 Million Notes due 2031. During the year ended December 31, 2022, our credit ratings were raised to BBB- from BB+ by both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625% Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.
Credit Agreement
    On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0
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billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The interest rate under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.
In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance targets, as applicable.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings.
Uses of Liquidity
Acquisitions
One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2022, we completed 52 acquisitions representing 61 properties with a combined 5.9 million rentable square feet of buildings on 319.6 acres of land for an aggregate purchase price of $2.4 billion. Subsequent to December 31, 2022, through the filing date of this Form 10-K, we have acquired two properties with a combined 1.2 million rentable square feet of buildings for an aggregate purchase price of $405.0 million, and we are actively monitoring a volume of properties in our markets that we believe represent attractive potential investment opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K, we have over $125.0 million of acquisitions under contract or accepted offer. There can be no assurance we will complete any such acquisitions. While the actual number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Revolver, recycling capital through property dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 – Investments in Real Estate” to the consolidated financial statements for a summary of the properties we acquired during the year ended December 31, 2022.
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Recurring and Nonrecurring Capital Expenditures
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2022, we incurred $8.7 million of recurring capital expenditures, which was a decrease of $1.8 million from the prior year. During the year ended December 31, 2022, we incurred $111.1 million of non-recurring capital expenditures, which was an increase of $30.6 million over the prior year. The increase in our Same Properties Portfolio iswas primarily due to the increase in non-recurring capital expenditures related to repositioning and redevelopment activity during 2022 compared to 2021. As discussed above under “—Factors that May Influence Future Results —Acquisitions and Value-Add Repositioning and Redevelopment of Properties”, as of December 31, 2022, 17 of our average occupancyproperties were under current repositioning, redevelopment, or lease-up, and we have a pipeline of 12 additional properties for comparable periodswhich we anticipate beginning construction work over the next five quarters. We currently estimate that approximately $385.2 million of capital will be required over the next three years (1Q-2023 through Q2-2025) to complete the repositioning/redevelopment of these properties. However, this estimate is based on our current construction plans and budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a combination of available cash on hand, proceeds from forward equity settlements, the issuance of common stock under the Current 2022 ATM Program, cash flow from operations and borrowings available under the Revolver.
Dividends and Distributions   
    In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.
    On February 6, 2023, our board of directors declared the following quarterly cash dividends/distributions:
SecurityAmount per Share/UnitRecord DatePayment Date
Common stock$0.380 March 31, 2023April 17, 2023
OP Units$0.380 March 31, 2023April 17, 2023
5.875% Series B Cumulative Redeemable Preferred Stock$0.367188 March 15, 2023March 31, 2023
5.625% Series C Cumulative Redeemable Preferred Stock$0.351563 March 15, 2023March 31, 2023
4.43937% Cumulative Redeemable Convertible Preferred Units$0.505085 March 15, 2023March 31, 2023
4.00% Cumulative Redeemable Convertible Preferred Units$0.450000 March 15, 2023March 31, 2023
3.00% Cumulative Redeemable Convertible Preferred Units$0.545462 March 15, 2023March 31, 2023
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Indebtedness Outstanding
The following table sets forth certain information with respect to our indebtedness outstanding as of December 31, 2022:
 Contractual
Maturity Date		Margin Above SOFR
Effective Interest Rate(1)
 
Principal Balance (in thousands)(2)
Unsecured and Secured Debt:
Unsecured Debt:
Revolving Credit Facility(3)
5/26/2026(4)S+0.725 %(5)5.125 %$— 
$400M Term Loan7/19/2024(4)S+0.800 %(5)5.258 %400,000 
$100M Senior Notes8/6/2025n/a4.290 %100,000 
$300M Term Loan5/26/2027S+0.800 %(5)3.717 %(6)300,000 
$125M Senior Notes7/13/2027n/a3.930 %125,000 
$25M Series 2019A Senior Notes7/16/2029n/a3.880 %25,000 
$400M Senior Notes due 203012/1/2030n/a2.125 %400,000 
$400M Senior Notes due 2031 (green bond)9/1/2031n/a2.150 %400,000 
$75M Series 2019B Senior Notes7/16/2034n/a4.030 %75,000 
Total Unsecured Debt$1,825,000 
Secured Debt:
2601-2641 Manhattan Beach Boulevard4/5/2023n/a4.080 %$3,832 
960-970 Knox Street11/1/2023n/a5.000 %2,307 
7612-7642 Woodwind Drive1/5/2024n/a5.240 %3,712 
11600 Los Nietos Road5/1/2024n/a4.190 %2,462 
$60M Term Loan Facility(7)
10/27/2024(7)S+1.250 %(7)5.708 %60,000 
5160 Richton Street11/15/2024n/a3.790 %4,153 
22895 Eastpark Drive11/15/2024n/a4.330 %2,612 
701-751 Kingshill Place1/5/2026n/a3.900 %7,100 
13943-13955 Balboa Boulevard7/1/2027n/a3.930 %14,965 
2205 126th Street12/1/2027n/a3.910 %5,200 
2410-2420 Santa Fe Avenue1/1/2028n/a3.700 %10,300 
11832-11954 La Cienega Boulevard7/1/2028n/a4.260 %3,928 
Gilbert/La Palma3/1/2031n/a5.125 %1,935 
7817 Woodley Avenue8/1/2039n/a4.140 %3,009 
Total Secured Debt$125,515 
Total Debt$1,950,515 
(1)Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective as of December 31, 2022. See footnote (6) below. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the increasefacility fee on the Revolver.  
(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $14.1 million, which are presented as a reduction of the carrying value of our debt in average rentalour consolidated balance sheet as of December 31, 2022.
(3)The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee ranges from 0.125% to 0.30% per annum depending upon our investment grade rating, leverage ratio and sustainability performance metrics, which may change from time to time.
(4)The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions.
77

(5)The interest rates on these loans are comprised of daily SOFR for the Revolver and Term SOFR for the Term Facility (in each case increased by a 0.10% SOFR adjustment) plus an applicable margin ranging from 0.725% to 1.400% per annum for the Revolver and 0.80% to 1.60% per annum for the Term Facility, depending on our investment grade ratings, leverage ratio and sustainability performance metrics, which may change from time to time. During the year ended December 31, 2022, our credit ratings were upgraded and as a result, the applicable margin on the Revolver was lowered to 0.725% from 0.775% and the applicable margin on the Term Facility was lowered to 0.80% from 0.85%.
(6)As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed at 2.81725% through the use of interest rate swaps. For details, see “Note 7 – Interest Rate Derivatives” to our consolidated financial statements. Including the impact of these interest rate swaps, the hedged effective interest rate on the $300 Million Term Loan is 3.717%.
(7)On October 27, 2022, we refinanced an amortizing $60.0 million term loan expiring in August 2023. The new $60.0 million term loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum (the $60 Million Term Loan Facility”). The loan is secured by six properties and renewal leases.has three one-year extensions available at the borrower’s option, subject to certain terms and conditions.

The following table summarizes the composition of our outstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of December 31, 2022:
Weighted Average Term Remaining (in years)(1)
Stated
Interest Rate
Effective
Interest Rate(2)
Principal Balance
(in thousands)(3)
% of Total
Fixed vs. Variable:
Fixed(4)
6.82.96%2.96%$1,490,515 76%
Variable1.6SOFR + Margin (See Above)5.32%$460,000 24%
Secured vs. Unsecured:
Secured3.14.86%$125,515 6%
Unsecured5.73.42%$1,825,000 94%
(1)The weighted average remaining term to maturity of our debt is 5.6 years.
(2)Includes the effect of interest rate swaps that were effective as of December 31, 2022. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver. Assumes Daily Simple SOFR of 4.300% and Term SOFR of 4.358% as of December 31, 2022, as applicable.
(3)Excludes unamortized debt issuance costs and debt premiums/discounts totaling $14.1 million which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.
(4)Fixed-rate debt includes our variable rate $300 Million Term Loan that has been effectively fixed through the use of interest rate swaps through maturity.
At December 31, 2022, we had total indebtedness of $2.0 billion, excluding unamortized debt issuance costs and debt discounts, with a weighted average interest rate of approximately 3.52%. As of December 31, 2022, $1.5 billion, or 76%, of our outstanding indebtedness had an interest rate that was effectively fixed under either the terms of the loan ($1.2 billion) or interest rate swaps ($300.0 million).
At December 31, 2022, we had total indebtedness of $2.0 billion, reflecting a net debt to total combined market capitalization of approximately 14.9%. Our Total Portfolio rental revenue was also positively impactedtotal market capitalization is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt.  Our net debt is defined as our consolidated indebtedness less cash and cash equivalents. 
78

Debt Covenants
The Credit Agreement, $60 Million Term Loan Facility, $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•For the Credit Agreement and $60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
•For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;
•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the revenuesCompany after September 30, 2016;
•Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;
•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. 
The $400 Million Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•Maintaining a ratio of secured debt to total asset value of not more than 40%;
•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
    The Credit Agreement, and Senior Notes also contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may not exceed the greater of (i) 95% of our FFO (as defined in the credit agreement) and (ii) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.
    Additionally, subject to the terms of the Credit Agreement, $60 Million Term Loan Facility and Senior Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the debt agreement and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch.
79

Cash Flows
Comparison of the 41 properties we acquired during 2015Year Ended December 31, 2022 to the Year Ended December 31, 2021

The following table summarizes the changes in net cash flows associated with our operating, investing, and 2016.financing activities for the years ended December 31, 2022 and 2021 (in thousands):
Tenant Reimbursements
 Year Ended December 31, 
 20222021Change
Cash provided by operating activities$327,695 $231,463 $96,232 
Cash used in investing activities$(2,449,210)$(1,912,767)$(536,443)
Cash provided by financing activities$2,114,303 $1,547,779 $566,524 
Our Same Properties Portfolio and Total Portfolio tenant reimbursements revenue
Net cash provided by operating activities. Net cash provided by operating activities increased $0.7by $96.2 million or 7.1%, and increased $6.2to $327.7 million or 59.6%, respectively, for the year ended December 31, 2016,2022, compared to the year ended December 31, 2015.  The increase in our Same Properties Portfolio tenant reimbursements is primarily due to the lease-up of completed triple net repositioning properties during 2015 and supplemental assessments of certain of our properties resulting in lower reimbursable real estate taxes during the year ended December 31, 2015. Our Total Portfolio tenant reimbursements revenue was also impacted by the incremental reimbursements from the 41 properties we acquired during 2015 and 2016.

Other Income
Our Same Properties Portfolio and Total Portfolio other income decreased by $0.3$231.5 million or 32.6%, and $0.1 million, or 6.9%, respectively, for the year ended December 31, 2016,2021. The increase was primarily attributable to the incremental cash flows from property acquisitions completed subsequent to January 1, 2021, and the increase in Cash NOI from our Same Property Portfolio, partially offset by higher cash interest paid as compared to the year ended December 31, 2015. The decreaseprior year.
Net cash used in our Same Properties Portfolio other income is primarily dueinvesting activities. Net cash used in investing activities increased by $536.4 million to a decrease in filming income at one of our properties and a decrease in late fee income and other miscellaneous tenant income. The decrease in our Total Portfolio income is primarily due to a decrease in miscellaneous tenant income.

Management, Leasing and Development Services
Our Total Portfolio management, leasing and development services revenue decreased by $0.1 million, or 19.0%,$2.4 billion for the year ended December 31, 2016,2022, compared to the year ended December 31, 2015, primarily due to our acquisition of the property located at 3233 Mission Oaks Boulevard from the JV in July 2016. Prior to this acquisition, we earned fees and commissions for providing property and construction management services for the property.

Interest Income

Our Total Portfolio interest income decreased by $0.3 million, or 35.4%, during the year ended December 31, 2016, compared to the year ended December 31, 2015. Interest income$1.9 billion for the year ended December 31, 2016, relates2021. The increase was primarily attributable to a $462.6 million increase in cash paid for property acquisitions and acquisition related deposits, a $41.3 million decrease in net proceeds from the sale of real estate as compared to the $6.0prior year and a $32.6 million Rancho Loan that bore interest at 10.0% per annum. Interest incomeincrease in cash paid for construction and repositioning/redevelopment projects.
Net cash provided by financing activities. Net cash provided by financing activities increased by $566.5 million to $2.1 billion for the year ended December 31, 2015, relates2022, compared to a mortgage note receivable that was repaid on August 21, 2015, ahead of its scheduled maturity. The mortgage note receivable was secured by an industrial property located at 32401-32803 Calle Perfecto and bore interest at 6.001% per annum (the “Calle Perfecto Note”).
Property Expenses
Our Same Properties Portfolio property expenses increased by $1.2 million or 5.5%,$1.5 billion for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily due to an increase in real estate tax expense and repairs and maintenance.2021. The increase in real estate tax expense was due to supplemental assessments of certain of our properties resulting in lower real estate taxes during the year ended December 31, 2015, and a decrease in capitalized real estate taxes for properties under repositioning for comparable periods.  Our Total Portfolio property expenses increased by $8.6 million, or 34.5%, for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily as a result of the incremental expenses from the 41 properties we acquired during 2015 and 2016.


General and Administrative
Our Total Portfolio general and administrative expenses increased by $2.4 million, or 16.0% for the year ended December 31, 2016, compared to the year ended December 31, 2015.  The increase is primarily dueattributable to the following: (i) a $2.0 million increase in non-cash equity compensation expense primarily due to equity grants made in December 2015, (ii) a $0.9 million increase in bonus expense due to Company performance, (iii) a $0.7 million increase in payroll and employment related costs primarily due to an increase of $1.1 billion in headcount,cash proceeds from borrowings under the Revolver, (ii) an increase of $400.0 million in cash proceeds from borrowings under the $400 Million Term Loan in July 2022, (iii) an increase of $300.0 million in cash proceeds from borrowings under the $300 Million Term Loan in May 2022, (iv) a $0.4an increase of $225.0 million from the repayment of the $225.0 million term loan facility in August 2021, (v) an increase of $183.1 million in other various corporate expensesnet cash proceeds from the issuance of shares of our common stock and (v) a $0.4(vi) an increase of $90.0 million increasefrom the redemption of the Series A Preferred Stock in professional service and consulting fees.August 2021. These increases were partially offset by the following: (i) a $1.6decrease of $1.1 billion from the repayment of the borrowings under the Revolver, (ii) a decrease of $392.4 million in net cash proceeds from the issuance of the $400 Million Notes due 2031 in August 2021, (iii) a decrease of $150.0 million from the repayment of the $150 Million Term Loan Facility in legal fees, which includes a $1.0May 2022 and (iv) an increase of $74.3 million insurance reimbursementin dividends paid to common stockholders and common unitholders primarily due to the increase in the number of legal fees related to prior litigation received duringcommon shares outstanding and the year endedincrease in our quarterly per share/unit cash dividend.
Comparison of the Year Ended December 31, 2016,2021 to the Year Ended December 31, 2020

    Refer to “Item 7. Management’s Discussion and (ii) a $0.5 million decreaseAnalysis of Financial Condition and Results of Operations – Cash Flows” in professional audit, Sarbanes-Oxley Act compliance and tax fees.
Depreciation and Amortization
Our Same Properties Portfolio depreciation and amortization expense decreased by $3.0 million, or 8.1%,our Form 10-K for the year ended December 31, 2016,2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2015, primarily due to acquired lease related intangible2020.
Inflation
In the last several years, we do not believe that inflation has had a material impact on the Company. However, recently inflation has significantly increased and tangible assets for severala prolonged period of our properties becoming fully depreciated during 2015high and 2016, partially offset bypersistent inflation could cause an increase in depreciation expenseour operating expenses, capital expenditures and cost of our variable-rate borrowings which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to capital improvements. Our Total Portfolio depreciationreal estate taxes and amortization expense increased $9.6 million, or 22.9%,operating expenses. In addition, most of the leases provide for the year ended December 31, 2016, comparedfixed rent increases. We believe that inflationary increases to the year ended December 31, 2015, primarily due to incremental expense from the 41 properties we acquired during 2015real estate taxes, utility expenses and 2016, and an increase in depreciation expense related to capital improvements,other operating expenses may be partially offset by the decrease in our Same Properties Portfolio depreciationcontractual rent increases and amortization expense notedtenant payment of taxes and expenses described above.
Acquisition Expenses
Our Total Portfolio acquisition expenses decreased by $0.3 million, or 13.2%, for the year ended December 31, 2016, compared
80

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the year ended December 31, 2015, primarily due to lower brokerage fees related to acquisitions completed during the current year.
Interest Expense
Our Total Portfoliorisk of loss from adverse changes in market prices and interest expense increased by $6.4 million, or 75.7%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increaserates. A key market risk we face is primarily due to the following: (i) an increase in interest expense from the $225 million term loan facility which was fully drawn upon in April 2016, (ii) the issuance of $100 million of 4.29% fixed rate senior notes in August 2015 and subsequent repayment of two secured loans aggregating $91.3 million with a weighted average interest rate risk. We are exposed to interest rate changes primarily as a result of LIBOR plus 1.76%using variable-rate debt to satisfy various short-term and (iii) the effect of fourlong-term liquidity needs, which have interest rates based upon SOFR. We use interest rate swaps with an aggregate notional value of $160 million, that became effective between January 2015 and February 2016. These increases were partially offset by the following: (i) higher capitalizedto manage, or hedge, interest resulting from an increase in construction activityrate risks related to our repositioning properties and (ii)borrowings. Because actual interest rate movements over time are uncertain, our swaps pose potential interest rate risks, notably if interest rates fall. We also expose ourselves to credit risk, which we attempt to minimize by contracting with highly-rated banking financial counterparties. For a decrease in interest expense from the reduced usagesummary of our unsecured revolving credit facility during 2016.

Equity in Income from Unconsolidated Real Estate Entities
Our Total Portfolio equity in income from unconsolidated real estate entities increased by $1.4 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily due to the acquisitionoutstanding variable-rate debt, see Item 7. Management’s Discussion and Analysis of the remaining 85% ownershipFinancial Condition and Results of Operations—Liquidity and Capital Resources. For a summary of our interest in the property located at 3233 Mission Oaks Boulevard from the JV on July 6, 2016. For additional information,rate swaps and recent transactions, see Note 11“Note 7 – Interest Rate Derivatives” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
Gain from Early Repayment    As of Note ReceivableDecember 31, 2022, the $300 Million Term Loan has been effectively fixed through the use of interest rate swaps. The interest rate swaps have a combined notional value of $300.0 million, an effective date of July 27, 2022, a maturity date of May 26, 2027, and currently fix Term SOFR at a weighted average rate of 2.81725%.
    At December 31, 2022, we had total consolidated indebtedness, excluding unamortized debt issuance costs and premium/discounts, of $1.95 billion. Of this total amount, $1.49 billion, or 76%, comprise our fixed-rate debt under the terms of the loan or an interest rate swap.  The remaining $460.0 million, or 24%, comprises our variable-rate debt. Based upon the amount of variable-rate debt outstanding as of December 31, 2022, if SOFR were to increase by 50 basis points, the increase in interest expense on our variable-rate debt would decrease our future earnings and cash flows by approximately $2.3 million annually.  If SOFR were to decrease by 50 basis points, assuming an interest rate floor of 0%, the decrease in interest expense on our variable-rate debt would increase our future earnings and cash flows by approximately $2.3 million annually.
    Interest risk amounts are our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments. We calculate interest sensitivity by multiplying the amount of variable rate debt outstanding by the respective change in rate. The sensitivity analysis does not take into consideration possible changes in the balances or fair value of our floating rate debt or the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.


Item 8. Financial Statements and Supplementary Data
All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1).


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
81

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
    We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
    In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
    As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2022, the end of the period covered by this report. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting
    There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
    Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
    Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2022.
    The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See “Report of Independent Registered Public Accounting Firm”.


Item 9B. Other Information.
None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
82

PART III


Item 10. Directors, Executive Officers and Corporate Governance
The gaininformation required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.

Item 11. Executive Compensation
The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  

Item 14. Principal Accounting Fees and Services
The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated by reference.  
83

PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2) Financial Statements and Schedules
The following financial information is included in Part IV of this Report on the pages indicated:
F-1
Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.:
F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020
F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020
F-6
Consolidated Statements of Changes in Equity for the Years ended December 31, 2022, 2021 and 2020
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
F-9
Notes to Consolidated Financial Statements
F-10
F-49
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
84

(3). Exhibits
Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
3.1S-11/A333-1888063.17/15/2013
3.28-K001-360083.12/14/2020
3.38-A001-360083.311/9/2017
3.48-A001-360083.39/19/2019
4.1S-11/A333-1888064.17/15/2013
4.28-A001-360084.111/9/2017
4.38-A001-360084.19/19/2019
4.410-K001-360084.52/19/2020
4.58-K001-360084.111/16/2020
4.68-K001-360084.211/16/2020
4.78-K001-360084.28/9/2021
10.18-K001-3600810.13/21/2022
10.210-Q001-3600810.29/3/2013
10.3†10-Q001-3600810.57/27/2021
10.4†S-11/A333-18880610.47/15/2013
10.5S-11/A333-18880610.57/9/2013
10.610-Q001-3600810.69/3/2013
10.7†10-Q001-3600810.89/3/2013
10.8†8-K001-3600810.26/29/2017
10.9†8-K001-3600810.15/20/2020
10.10†10-Q001-3600810.99/3/2013
10.11†8-K001-3600810.36/29/2017
10.12†8-K001-3600810.25/20/2020
10.13†8-K001-3600810.16/29/2017
10.14†8-K001-3600810.45/20/2020
85

Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.15†8-K001-3600810.211/10/2022
10.16†8-K001-3600810.17/9/2020
10.17†8-K001-3600810.111/10/2022
10.18†10-K001-3600810.113/9/2015
10.19†10-K001-3600810.182/19/2021
10.20†10-K001-3600810.192/19/2021
10.2110-K001-3600810.203/20/2014
10.228-K001-3600810.17/20/2015
10.238-K001-3600810.17/19/2017
10.2410-Q001-3600810.38/4/2017
10.2510-K001-3600810.402/21/2018
10.2610-Q001-3600810.25/7/2018
10.278-K001-3600810.17/19/2019
10.288-K001-3600810.15/27/2022
10.298-K001-3600810.17/20/2022
10.30*10-K001-3600810.302/10/2022
10.318-K001-360081.15/27/2022
10.328-K001-360081.25/27/2022
10.338-K001-360081.35/27/2022
10.348-K001-360081.45/27/2022
10.358-K001-360081.55/27/2022
10.368-K001-360081.65/27/2022
86

Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.378-K001-360081.75/27/2022
10.388-K001-360081.85/27/2022
10.398-K001-360081.95/27/2022
10.408-K001-360081.105/27/2022
10.418-K001-360081.115/27/2022
10.428-K001-360081.125/27/2022
10.438-K001-360081.135/27/2022
21.1*
22.1*
23.1*
24.1*
31.1*    
31.2*    
31.3*    
32.1*    
32.2*    
32.3* 
101.1* The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements
104.1*Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herein
†Compensatory plan or arrangement

Item 16. Form 10-K Summary
None.

87

SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Rexford Industrial Realty, Inc.
February 10, 2023 
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer (Principal Executive Officer)
February 10, 2023 
/s/ Howard Schwimmer
Howard Schwimmer
Co-Chief Executive Officer (Principal Executive Officer)
February 10, 2023/s/ Laura E. Clark
Laura E. Clark
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
88

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Rexford Industrial Realty, Inc., hereby severally constitute Michael S. Frankel, Howard Schwimmer and Laura E. Clark, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Rexford Industrial Realty, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
SignatureTitleDate
/s/ Michael S. FrankelCo- Chief Executive Officer and Director
(Principal Executive Officer)		February 10, 2023
Michael S. Frankel
/s/ Howard SchwimmerCo- Chief Executive Officer and Director
(Principal Executive Officer)		February 10, 2023
Howard Schwimmer
/s/ Laura E. ClarkChief Financial Officer
(Principal Financial and Accounting Officer)		February 10, 2023
Laura E. Clark
/s/ Richard ZimanChairman of the BoardFebruary 10, 2023
Richard Ziman
/s/ Robert L. AntinDirectorFebruary 10, 2023
Robert L. Antin
/s/ Diana J. IngramDirectorFebruary 10, 2023
Diana J. Ingram
/s/ Angela L. KleimanDirectorFebruary 10, 2023
Angela L. Kleiman
/s/ Debra L. MorrisDirectorFebruary 10, 2023
Debra L. Morris
/s/ Tyler H. RoseDirectorFebruary 10, 2023
Tyler H. Rose


89

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rexford Industrial Realty, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from early repaymentthe current period audit of note receivablethe financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of $0.6the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1

Recognition of acquired real estate - Purchase price accounting
Description of the Matter
As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company completed the acquisition of 61 properties for a total purchase price of $2.4 billion during the year ended December 31, 2022. The transactions were accounted for as asset acquisitions, and the purchase prices were allocated to components based on the relative fair values of the assets acquired and liabilities assumed. These components include land, buildings and improvements, tenant improvements, intangible assets and liabilities related to above and below market leases, and intangible assets related to in-place leases. The fair value of tangible and intangible assets and liabilities is based on available comparable market information, and estimated cash flow projections that utilize rental rates, discount rates, and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.

Auditing the fair value of acquired tangible and intangible assets and liabilities involves significant estimation uncertainty due to the judgment used by management in selecting key assumptions based on recent comparable transactions or market information, and the sensitivity of the fair values to changes in assumptions. In particular, the fair value estimates were sensitive to assumptions such as market rental rates, rental growth rates, price of land per square foot, discount rates, and capitalization rates. The allocation of value to the components of properties acquired could have a material effect on the Company’s net income due to the differing depreciable and amortizable lives of each component and the classification of the related depreciation or amortization in the Company’s consolidated statements of operations.

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for determining and reviewing the key inputs and assumptions used in estimating the fair value of acquired assets and liabilities and allocating fair value to the various components.
To test the allocation of the acquisition-date fair values, we evaluated the appropriateness of the valuation methods used to allocate the purchase price. We performed procedures to assess the key data inputs and assumptions used by management described above, including the completeness and accuracy of the underlying information. We also used our specialists to assist us in evaluating the valuation methods used by management and whether the assumptions utilized were supported by observable market data.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Los Angeles, California
February 10, 2023
F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Rexford Industrial Realty, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rexford Industrial Realty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Rexford Industrial Realty, Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 10, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Los Angeles, California
February 10, 2023

F-3

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands - except share and per share data)
 December 31, 2022December 31, 2021
ASSETS  
Land$5,841,195 $4,143,021 
Buildings and improvements3,370,494 2,588,836 
Tenant improvements147,632 127,708 
Furniture, fixtures, and equipment132 132 
Construction in progress110,934 71,375 
Total real estate held for investment9,470,387 6,931,072 
Accumulated depreciation(614,332)(473,382)
Investments in real estate, net8,856,055 6,457,690 
Cash and cash equivalents36,786 43,987 
Restricted cash— 11 
Rents and other receivables, net15,227 11,027 
Deferred rent receivable, net88,144 61,511 
Deferred leasing costs, net45,080 32,940 
Deferred loan costs, net4,829 1,961 
Acquired lease intangible assets, net169,986 132,158 
Acquired indefinite-lived intangible5,156 5,156 
Interest rate swap asset11,422 — 
Other assets24,973 19,066 
Acquisition related deposits1,625 8,445 
Assets associated with real estate held for sale, net— 7,213 
Total Assets$9,259,283 $6,781,165 
LIABILITIES & EQUITY  
Liabilities  
Notes payable$1,936,381 $1,399,565 
Interest rate swap liability— 7,482 
Accounts payable, accrued expenses and other liabilities97,496 65,833 
Dividends and distributions payable62,033 40,143 
Acquired lease intangible liabilities, net147,384 127,017 
Tenant security deposits71,935 57,370 
Prepaid rents20,712 15,829 
Liabilities associated with real estate held for sale— 231 
Total Liabilities2,335,941 1,713,470 
Equity  
Rexford Industrial Realty, Inc. stockholders’ equity  
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2022 and December 31, 2021 ($75,000 liquidation preference)72,443 72,443 
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2022 and December 31, 2021 ($86,250 liquidation preference)83,233 83,233 
Common Stock, $0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares outstanding at December 31, 2022 and December 31, 2021, respectively1,891 1,605 
Additional paid-in capital6,646,867 4,828,292 
Cumulative distributions in excess of earnings(255,743)(191,120)
Accumulated other comprehensive income (loss)8,247 (9,874)
Total stockholders’ equity6,556,938 4,784,579 
Noncontrolling interests366,404 283,116 
Total Equity6,923,342 5,067,695 
Total Liabilities and Equity$9,259,283 $6,781,165 
The accompanying notes are an integral part of these consolidated financial statements.
F-4

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands - except share and per share data)
Year Ended December 31,
 202220212020
REVENUES   
Rental income$630,578 $451,733 $329,377 
Management and leasing services616 468 420 
Interest income10 37 338 
TOTAL REVENUES631,204 452,238 330,135 
OPERATING EXPENSES  
Property expenses150,503 107,721 79,716 
General and administrative64,264 48,990 36,795 
Depreciation and amortization196,794 151,269 115,269 
TOTAL OPERATING EXPENSES411,561 307,980 231,780 
OTHER EXPENSES  
Other expenses1,561 1,297 124 
Interest expense48,496 40,139 30,849 
TOTAL EXPENSES461,618 349,416 262,753 
Loss on extinguishment of debt(915)(505)(104)
Gains on sale of real estate8,486 33,929 13,617 
NET INCOME177,157 136,246 80,895 
 Less: net income attributable to noncontrolling interests(9,573)(8,005)(4,492)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.167,584 128,241 76,403 
 Less: preferred stock dividends(9,258)(12,563)(14,545)
 Less: original issuance costs of redeemed preferred stock— (3,349)— 
 Less: earnings allocated to participating securities(845)(568)(509)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$157,481 $111,761 $61,349 
Net income attributable to common stockholders per share - basic$0.92 $0.80 $0.51 
Net income attributable to common stockholders per share - diluted$0.92 $0.80 $0.51 
Weighted average shares of common stock outstanding - basic170,467,365 139,294,882 120,873,624 
Weighted average shares of common stock outstanding - diluted170,978,272 140,075,689 121,178,310 

The accompanying notes are an integral part of these consolidated financial statements.
F-5

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Other comprehensive income (loss): cash flow hedge adjustments18,846 8,333 (10,880)
Comprehensive income196,003 144,579 70,015 
Less: comprehensive income attributable to noncontrolling interests(10,298)(8,503)(3,779)
Comprehensive income attributable to Rexford Industrial Realty, Inc.$185,705 $136,076 $66,236 

The accompanying notes are an integral part of these consolidated financial statements.

F-6

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands - except share data)
 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Balance at December 31, 2019$242,327 113,793,300 $1,136 $2,439,007 $(118,751)$(7,542)$2,556,177 $66,272 $2,622,449 
Issuance of common stock— 17,253,161 173 739,810 — — 739,983 — 739,983 
Offering costs— — — (5,887)— — (5,887)— (5,887)
Issuance of OP Units— — — — — — — 179,262 179,262 
Issuance of 4.00% cumulative redeemable convertible preferred units— — — — — — — 40,787 40,787 
Share-based compensation— 110,737 1 3,290 — — 3,291 9,803 13,094 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (27,473)— (1,278)— — (1,278)— (1,278)
Conversion of OP Units to common stock— 296,313 3 7,657 — — 7,660 (7,660)— 
Net income14,545 — — — 61,858 — 76,403 4,492 80,895 
Other comprehensive loss— — — — — (10,167)(10,167)(713)(10,880)
Preferred stock dividends ($1.468752 per series A preferred and series B preferred share and $1.406252 per series C preferred share)(14,545)— — — — — (14,545)— (14,545)
Preferred unit distributions— — — — — — — (2,546)(2,546)
Common stock dividends ($0.86 per share)— — — — (106,496)— (106,496)— (106,496)
Common unit distributions— — — — — — — (4,246)(4,246)
Balance at December 31, 2020$242,327 131,426,038 $1,313 $3,182,599 $(163,389)$(17,709)$3,245,141 $285,451 $3,530,592 
Issuance of common stock— 28,484,776 286 1,644,411 — — 1,644,697 — 1,644,697 
Offering costs— — — (18,606)— — (18,606)— (18,606)
Redemption of 5.875% series A preferred stock(86,651)— — — (3,349)— (90,000)— (90,000)
Share-based compensation— 108,774 1 3,855 — — 3,856 16,007 19,863 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (29,305)— (1,428)— — (1,428)— (1,428)
Conversion of OP Units to common stock— 521,199 5 17,461 — — 17,466 (17,466)— 
Net income12,563 — — — 115,678 — 128,241 8,005 136,246 
Other comprehensive income— — — — — 7,835 7,835 498 8,333 
Preferred stock dividends ($0.917970 per series A preferred share, $1.468752 per series B preferred share and $1.406252 per series C preferred share)(12,563)— — — — — (12,563)— (12,563)
Preferred unit distributions— — — — — — — (2,832)(2,832)
Common stock dividends ($0.96 per share)— — — — (140,060)— (140,060)— (140,060)
Common unit distributions— — — — — — — (6,547)(6,547)
Balance at December 31, 2021$155,676 160,511,482 $1,605 $4,828,292 $(191,120)$(9,874)$4,784,579 $283,116 $5,067,695 
F-7

 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Issuance of common stock— 28,343,395 283 1,831,490 — — 1,831,773 — 1,831,773 
Offering costs— — — (22,542)— — (22,542)— (22,542)
Issuance of OP Units— — — — — — — 56,167 56,167 
Issuance of 3.00% cumulative redeemable convertible preferred units— — — — — — — 12,000 12,000 
Share-based compensation— 123,542 1 5,547 — — 5,548 23,488 29,036 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (31,576)— (2,156)— — (2,156)— (2,156)
Conversion of OP Units to common stock— 167,286 2 6,236 — — 6,238 (6,238)— 
Acquisition of private REIT - preferred units— — — — ��� — — 122 122 
Net income9,258 — — — 158,326 — 167,584 9,573 177,157 
Other comprehensive income— — — — — 18,121 18,121 725 18,846 
Preferred stock dividends ( $1.468752 per series B preferred share and $1.406252 per series C preferred share)(9,258)— — — — — (9,258)— (9,258)
Preferred unit distributions— — — — — — — (3,124)(3,124)
Common stock dividends ($1.26 per share)— — — — (222,949)— (222,949)— (222,949)
Common unit distributions— — — — — — — (9,425)(9,425)
Balance at December 31, 2022$155,676 189,114,129 $1,891 $6,646,867 $(255,743)$8,247 $6,556,938 $366,404 $6,923,342 

The accompanying notes are an integral part of these consolidated financial statements.
F-8

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income$177,157 $136,246 $80,895 
Adjustments to reconcile net income to net
   cash provided by operating activities:		  
Depreciation and amortization196,794 151,269 115,269 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Gains on sale of real estate(8,486)(33,929)(13,617)
Amortization of debt issuance costs2,689 1,919 1,505 
Amortization of discount (premium) on notes payable, net250 26 (188)
Equity based compensation expense28,426 19,506 12,871 
Straight-line rent(31,220)(20,903)(11,406)
Payments for termination/settlement of interest rate derivatives(589)(4,045)(1,239)
Amortization related to termination/settlement of interest rate derivatives531 2,280 218 
Change in working capital components:  
Rents and other receivables(2,858)(745)(4,030)
Deferred leasing costs(17,762)(17,473)(10,447)
Other assets(594)(6,357)(2,352)
Sales-type lease receivable— — 20,302 
Accounts payable, accrued expenses and other liabilities9,304 11,895 4,825 
Tenant security deposits6,294 6,776 (415)
Prepaid rents(1,947)(1,056)1,232 
Net cash provided by operating activities327,695 231,463 182,994 
CASH FLOWS FROM INVESTING ACTIVITIES:   
Acquisition of investments in real estate(2,328,430)(1,858,413)(928,687)
Capital expenditures(135,095)(102,475)(78,765)
Payment for deposits on real estate acquisitions(1,000)(8,445)(4,067)
Proceeds from sale of real estate15,315 56,566 23,996 
Net cash used in investing activities(2,449,210)(1,912,767)(987,523)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Redemption of preferred stock— (90,000)— 
Issuance of common stock, net1,809,231 1,626,091 734,096 
Proceeds from borrowings2,714,000 1,264,557 471,844 
Repayment of borrowings(2,176,606)(1,095,280)(175,671)
Debt issuance costs(7,300)(4,555)(6,085)
Dividends paid to preferred stockholders(9,258)(12,563)(14,545)
Dividends paid to common stockholders(201,902)(129,793)(99,292)
Distributions paid to common unitholders(8,582)(6,418)(3,328)
Distributions paid to preferred unitholders(3,124)(2,832)(2,546)
Repurchase of common shares to satisfy employee tax withholding requirements(2,156)(1,428)(1,278)
Net cash provided by financing activities2,114,303 1,547,779 903,195 
Increase (decrease) in cash, cash equivalents and restricted cash(7,212)(133,525)98,666 
Cash, cash equivalents and restricted cash, beginning of period43,998 177,523 78,857 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 $177,523 
Supplemental disclosure of cash flow information:  
Cash paid for interest (net of capitalized interest of $12,236, $4,550 and $3,925 for the years December 31, 2022, 2021 and 2020, respectively)$44,811 $32,979 $27,924 
Supplemental disclosure of noncash transactions:
Operating lease right-of-use assets obtained in exchange for lease liabilities$6,363 $— $3,204 
Issuance of operating partnership units in connection with acquisition of real estate$56,167 $— $179,262 
Issuance of 4.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$— $— $40,787 
Issuance of 3.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$12,000 $— $— 
Acquisition of private REIT - preferred units$122 $— $— 
Assumption of debt in connection with acquisition of real estate including loan premium$— $16,512 $65,264 
Accrual for capital expenditures$29,074 $15,700 $11,811 
Accrual of dividends and distributions$62,033 $40,143 $29,747 
Lease reclassification from operating lease to sales-type lease:
Sales-type lease receivable$— $— $20,302 
Investments in real estate, net— — (16,117)
Deferred rent receivable, net— — (63)
Deferred leasing costs, net— — (164)
Acquired lease intangible assets, net— — (136)
Gain on sale recognized due to lease classification$— $— $3,822 

The accompanying notes are an integral part of these consolidated financial statements.

F-9

REXFORD INDUSTRIAL REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Organization
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we own, manage, lease, acquire and redevelop industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. As of December 31, 2022, our consolidated portfolio consisted of 356 properties with approximately 42.4 million rentable square feet. 
The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context requires otherwise, its subsidiaries (including our Operating Partnership).
2.    Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying financial statements are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of December 31, 2022 and 2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.
The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASUs”). Any reference to the number of properties, buildings and square footage are unaudited and outside the scope of our independent auditor’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short-term maturity of these investments.
Restricted Cash
Restricted cash is comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and from time to time, includes cash proceeds from property sales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
F-10

Restricted cash balances are included with cash and cash equivalent balances as of the beginning and ending of each period presented in the consolidated statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2022 and 2021 (in thousands):
Year Ended December 31,
20222021
Cash and cash equivalents$43,987 $176,293 
Restricted cash11 1,230 
Cash, cash equivalents and restricted cash, beginning of period$43,998 $177,523 
Cash and cash equivalents$36,786 $43,987 
Restricted cash— 11 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 
Investments in Real Estate
    Acquisitions
    We account for acquisitions of properties under ASU 2017-01, Business Combinations–Clarifying the Definition of a Business, which provides a framework for determining whether transactions should be accounted for as acquisitions of assets or businesses and further revises the definition of a business. Our acquisitions of properties generally no longer meet the revised definition of a business and accordingly are accounted for as asset acquisitions.
    For asset acquisitions, we allocate the cost of the acquisition, which includes cash and non-cash consideration paid to the seller and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to above- and below-market leases, intangible assets related to in-place leases, and from time to time, assumed mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets is finalized in the period in which the acquisition occurs.
    We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant.  This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions with respect to the assumptions a market participant would use.  These Level 3 inputs include discount rates, capitalization rates, market rental rates, rental growth rates and comparable sales data, including land sales, for similar properties.  Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.   In determining the “as-if-vacant” value for the properties we acquired during the year ended December 31, 2015, represents2022, we used discount rates ranging from 4.75% to 7.50% and exit capitalization rates ranging from 3.75% to 6.25%.
    In determining the recognitionfair value of intangible lease assets or liabilities, we also consider Level 3 inputs.  Acquired above- and below-market leases are valued based on the present value of the unamortized accretable yield relateddifference between prevailing market rental rates and the in-place rental rates measured over a period equal to the collectionremaining term of the Calle Perfecto Note.lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases, if applicable.  The estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level of the property at the date of acquisition. We consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the estimated period of time necessary to lease such a property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions completed during the year ended December 31, 2022, we used an estimated average lease-up period ranging from six months to twelve months.
    The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities are based on our estimate of the current market rates for similar liabilities in effect at the acquisition date.
F-11

Loss on Extinguishment of Debt
During the year ended December 31, 2015, we repaid the $48.5 million term loan secured by eight of our properties and the mortgage loan encumbering the property located at 2980-2990 San Fernando Road. The loss on extinguishment of debt of $0.9 million for the year ended December 31, 2022, is primarily comprised of the write-off of $0.7 million of unamortized debt issuance costs related to the $150.0 million unsecured term loan facility we repaid in May 2022 in advance of the May 2025 maturity date and the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we amended our senior unsecured credit agreement in May 2022. The loss on extinguishment of debt of $0.5 million for the year ended December 31, 2021 represents the write-off of $0.3 million of unamortized deferred loandebt issuance costs related to the $225.0 million unsecured term loan partially offset by the write-off of the $0.1 million unamortized loan premium related to the mortgage loan. Wefacility that we repaid both loansin September 2021 in advance of the January 2023 maturity date without incurring prepayment fees.date.


GainGains on Sale of Real Estate
During the year ended December 31, 2016,2022, we recognized gains on sale of real estate of $8.5 million from the disposition of one property that was sold for a total gaingross sales price of $17.4$16.5 million. During the year ended December 31, 2021, we recognized gains on sale of real estate of $33.9 million from the disposition of five properties that were sold for an aggregate gross sales price of $40.7$59.3 million.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
    Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Non-GAAP Supplemental Measure:Measures: Funds From Operations and Core Funds From Operations
We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”).  FFO represents net income (loss) (computed in accordance with GAAP,GAAP), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustments for unconsolidated joint ventures.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.
We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not consider reflective of our on-going performance).
The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO (inand Core FFO (unaudited and in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Adjustments:  
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(1)
(8,486)(33,929)(13,617)
Funds from operations (FFO)$365,465 $253,586 $182,547 
Adjustments:
Acquisition expenses613 94 124 
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Amortization of loss on termination of interest rate swaps253 2,169 218 
Non-capitalizable demolition costs663 — — 
Write-offs of below-market lease intangibles related to terminations(2)
(5,792)— — 
Core FFO$362,117 $257,346 $182,993 
Less: preferred stock dividends(9,258)(12,563)(14,545)
Less: Core FFO attributable to noncontrolling interests(3)
(16,838)(13,504)(7,667)
Less: Core FFO attributable to participating securities(4)
(1,282)(943)(774)
Company share of Core FFO$334,739 $230,336 $160,007 
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 Year Ended December 31,
  2017  2016  2015
Net income$41,700
 $25,876
 $1,950
Add: 
  
  
Depreciation and amortization64,852
 51,407
 41,837
Depreciation and amortization from unconsolidated joint ventures (1)
—
 10
 57
Deduct: 
  
  
Gain on sale of real estate(29,573) (17,377) —
Gain on acquisition of unconsolidated joint venture property (2)
(11) (1,332) —
Funds from operations (FFO)$76,968

$58,584

$43,844
Less: preferred stock dividends(5,875) (1,983) —
Less: FFO attributable to noncontrolling interest (3)
(1,914) (1,751) (1,644)
Less: FFO attributable to participating securities (4)
(546) (473) (322)
FFO attributable to common stockholders$68,633
 $54,377
 $41,878
(1)Amount reflects our 15% ownership interest in the JV that owned the property located at 3233 Mission Oaks Boulevard for all periods prior to July 6, 2016, when we acquired the remaining 85% ownership interest.
(2)Amounts relate to the Company’s acquisition of the remaining 85% ownership interest in the property located at 3233 Mission Oaks Boulevard from the JV. See Note 11 to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
(3)Noncontrolling interest represent holders of outstanding common units of our Operating Partnership that are owned by unit holders other than Rexford Industrial Realty, Inc.

(1)Gains on sale of real estate for the years ended December 31, 2022 and 2021 reflect gains from the sale of depreciable operating properties. Gains on sale of real estate for the year ended December 31, 2020, include total gains of $14.5 million from the sale of depreciable operating properties and a loss of $0.9 million from the sale of assets incidental to our business. For additional details, see “Note 3 – Investments in Real Estate” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.

(4)Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership.

(2)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.
(3)Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units.
(4)Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership.
Non-GAAP Supplemental Measure:Measures: NOI and Cash NOI
Net operating income (NOI)(“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties calculated in accordance with GAAP.properties. NOI is calculated as total rental revenues from real estate operations including i) rental income, ii) tenant reimbursements, and iii) other income less property expenses (before interest expense, depreciation and amortization).
    We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.
NOI on a cash-basis (Cash NOI)(“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOINOI: (i) fair value lease revenue and (ii) straight-line rentrental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.
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The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):  
 Year Ended December 31,
 202220212020
Rental income$630,578 $451,733 $329,377 
Less: Property expenses150,503 107,721 79,716 
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
 Year Ended December 31,
  2017  2016  2015
Rental income$136,185
 $107,594
 $81,114
Tenant reimbursements23,363
 16,723
 10,479
Other income869
 943
 1,013
Total operating revenues160,417

125,260

92,606
Property expenses42,139
 33,619
 25,000
Net Operating Income$118,278

$91,641

$67,606
Amortization of (below) above market lease intangibles, net(2,270) (78) 202
Straight line rental revenue adjustment(4,737) (4,507) (3,425)
Cash Net Operating Income$111,271

$87,056

$64,383


The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
General and administrative64,264 48,990 36,795 
Depreciation and amortization196,794 151,269 115,269 
Other expenses1,561 1,297 124 
Interest expense48,496 40,139 30,849 
Loss on extinguishment of debt915 505 104 
Management and leasing services(616)(468)(420)
Interest income(10)(37)(338)
Gains on sale of real estate(8,486)(33,929)(13,617)
Net Operating Income$480,075 $344,012 $249,661 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Straight line rental revenue adjustment(31,220)(20,903)(11,406)
Cash Net Operating Income$417,646 $307,666 $227,722 
 Year Ended December 31,
  2017  2016  2015
Net income$41,700
 $25,876
 $1,950
Add: 
  
  
General and administrative21,610
 17,415
 15,016
Depreciation and amortization64,852
 51,407
 41,837
Acquisitions expense454
 1,855
 2,136
Interest expense20,209
 14,848
 8,453
Loss on extinguishment of debt—
 —
 182
Deduct: 
  
  
Management, leasing and development services493
 473
 584
Interest income445
 459
 710
Equity in income from unconsolidated real estate entities11
 1,451
 93
Gain from early repayment of note receivable—
 —
 581
Gain on extinguishment of debt25
 —
 —
Gain on sale of real estate29,573
 17,377
 —
Net Operating Income$118,278

$91,641
 $67,606
Amortization of (below) above market lease intangibles, net(2,270) (78) 202
Straight line rental revenue adjustment(4,737) (4,507) (3,425)
Cash Net Operating Income$111,271

$87,056

$64,383
Non-GAAP Supplemental Measure: EBITDAre
We believe thatcalculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDA”EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.
     We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our industrial properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the same mannerNAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDA.EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.

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The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands):
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Interest expense48,496 40,139 30,849 
Depreciation and amortization196,794 151,269 115,269 
Gains on sale of real estate(8,486)(33,929)(13,617)
EBITDAre$413,961 $293,725 $213,396 
 Year Ended December 31,
  2017  2016  2015
Net income$41,700
 $25,876
 $1,950
Interest expense20,209
 14,848
 8,453
Depreciation and amortization64,852
 51,407
 41,837
Proportionate share of real estate related depreciation and amortization from unconsolidated joint venture (1)
—
 10
 57
EBITDA$126,761
 $92,141
 $52,297
(1)Amount reflects our 15% ownership interest in the JV that owned the property located at 3233 Mission Oaks Boulevard for all periods prior to July 6, 2016, when we acquired the remaining 85% ownership interest.

Supplemental Guarantor Information
In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At December 31, 2022, the Operating Partnership had issued and outstanding $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”) and the $400 Million Notes due 2031. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $400 Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.
As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Financial Condition, Liquidity and Capital Resources
Overview
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, and distributions to our


common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM Programprogram or issuing other securities as described below.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities.
As of December 31, 2017,2022, we had:
•Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.0 billion, with $7.5 million due within 12 months.
•Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $322.4 million, of which $68.4 million is due within 12 months.
•Commitments of $114.2 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and
72

•Operating lease commitments with aggregate lease payments of $27.2 million, of which $2.3 million is due within 12 months.
See “Note 5 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the scheduled principal payments. Also see “Note 6 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments.
As of December 31, 2022, our cash and cash equivalents were approximately $6.6$36.8 million, and we had $60.0 milliondid not have any borrowings outstanding under our unsecured revolving credit facility, leaving $290.0 million$1.0 billion available for additionalfuture borrowings.
Sources of Liquidity
Cash Flow from Operations
Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations.
ATM Program
On September 21, 2017,May 27, 2022, we established a new at-the-market equity offeringan ATM program (the “$300 Million ATM Program”) pursuant to which we mayare able to sell from time to time up to an aggregate of $300.0 millionshares of our common stock throughhaving an aggregate sales agents.price of up to $1.0 billion (the “Current 2022 ATM Program”). The $300 MillionCurrent 2022 ATM Program replaces our previous $150.0$750.0 million at-the-market equity offeringATM program, which was established on June 12, 2017 (the “$150 MillionJanuary 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM Program”). Asprogram on November 9, 2020, under which we had sold shares of December 31, 2017, all $150.0our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022.
In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock underat the $150 Million ATM Program had been sold. In addition, we previously had a $125.0 million at-the-market program that was established on April 17, 2015, of which all $125.0 milliontime the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of our commonan agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock have been sold asborrowing costs and (iii) scheduled dividends during the term of December 31, 2017.the agreement.
During the year ended December 31, 2017,2022, we sold 11,968,927entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our various ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements.
During the year ended December 31, 2022, we physically settled a portion of the aforementioned forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock under our various at-the-market equity offering programs, atfor net proceeds of $1.6 billion, based on a weighted average forward price of $28.13$65.02 per share for gross proceedsat settlement.
As of $336.6February 10, 2023, the date of this Annual Report on Form 10-K, we had 636,884 shares of common stock, or approximately $35.2 million andof forward net proceeds remaining for settlement to occur before November 2023, based on a forward price of $331.6 million, after deducting the sales agents’ fee. $55.22 per share.
As of December 31, 2017, we had the capacity to issue up to an additional $229.0February 10, 2023, approximately $165.4 million of common stock remains available to be sold under the $300 MillionCurrent 2022 ATM Program.
Future sales, if any, will depend on a variety of factors, to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and capital needs.potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the $300 MillionCurrent 2022 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility or other debt financing obligations, to fund our developmentrepositioning or redevelopment activities and/or for general corporate purposes.
Equity
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    Securities Offerings
On November 13, 2017, we completed an underwritten public offering of 3,000,000 shares of our 5.875% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock") at a price of $25.00 per share. The net proceeds from the offering were approximately $72.5 million after deducting the underwriters’ discount and offering costs totaling $2.5 million. We used the net proceeds from the offering to fund various acquisitions and for general corporate purposes.
We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, or repositioning costs, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities.

2022 Forward Equity Offering — During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.

In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.
As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 674,708 shares of common stock, or approximately $37.7 million of forward net proceeds remaining for settlement to occur before May 2024, based on a forward sale price of $55.87 per share.
Capital Recycling
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into tax-deferred like-kind exchanges under Sectiona 1031 of the Code (“1031 Exchange”),Exchange, when possible, to defer some or all of the taxable gains, if any, on dispositions.
During the year ended December 31, 2017,2022, we completed the saledisposition of six of our propertiesone property for a total gross sales price of $98.7$16.5 million and total net cash proceeds of $96.0$15.3 million. TotalThe net cash proceeds of $77.8 million from five of the dispositions were used to partially fund the acquisition of four properties through 1031 Exchange transactions.
Subsequent toone property during the year ended December 31, 2017, we completed the sale of our property located at 8900-8980 Benson Avenue and 5637 Arrow Highway for2022, through a gross sales price of $11.4 million and net cash proceeds of $10.7 million. Through a 1031 Exchange transaction, the cash proceeds were used to purchase the property located at 13971 Norton Avenue in Valencia, California for a contract price of approximately $11.4 million.
Subsequent to December 31, 2017, we also completed the sale of our property located at 700 Allen Avenue and 1830 Flower Street for a gross sales price of $10.9 million and net cash proceeds of $10.3 million. These net cash proceeds are being held at a qualified intermediary to facilitate a future 1031 Exchange transaction.
We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.
Amended Credit Agreement
On February 14, 2017, we amended our $300 million unsecured credit facility by entering into a Second Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a $450 million senior unsecured credit facility, comprised of a $350 million unsecured revolving credit facility (the “Amended Revolver”) and a $100 million unsecured term loan facility (the "Amended $100 Million Term Loan"). The Amended Revolver is scheduled to mature on February 12, 2021 and has two six-month extension options available for a maximum maturity date of February 14, 2022, subject to certain conditions and the payment of an additional fee. The Amended $100 Million Term Loan is scheduled to mature on February 14, 2022. Under the terms of the Amended Credit Agreement, we may request additional lender commitments up to an additional aggregate $550.0 million, which may be comprised of additional revolving commitments under the Amended Revolver, an increase to the Amended $100 Million Term Loan, additional term loan tranches or any combination of the foregoing.
     Interest on the Amended Credit Agreement, is generally to be paid based upon, at our option, either (i) LIBOR plus an applicable margin that is based upon our leverage ratio or (ii) the Base Rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate or (c) the Eurodollar Rate plus 1.00%) plus an applicable margin that is based on our leverage ratio. The margins for the Amended Revolver range in amount from 1.10% to 1.50% for LIBOR-based loans and 0.10% to 0.50% for Base Rate-based loans, depending on our leverage ratio. The margins for the Amended $100 Million Term Loan range in amount from 1.20% to 1.70% for LIBOR-based loans and 0.20% to 0.70% for Base Rate-based loans, depending on our leverage ratio.
If we attain one additional investment grade rating by one or more of Standard & Poor’s or Moody’s Investor Services to complement our current investment grade Fitch rating, we may elect to convert the pricing structure under the Amended Credit Agreement to be based on such rating. In that event, the margins for the Amended Revolver will range in amount from 0.825% to 1.550% for LIBOR-based loans and 0.00% to 0.55% for Base Rate-based loans, depending on such rating. The margins for the Amended $100 Million Term Loan will range in amount from 0.90% to 1.75% for LIBOR-based loans and 0.00% to 0.75% for Base Rate-based loans, depending on such ratings.
In addition to the interest payable on amounts outstanding under the Amended Revolver, we are required to pay an applicable facility fee, based upon our leverage ratio, on the aggregate amount of each lender's Revolving Credit Commitment (whether or not such Revolving Credit Commitment is drawn), as defined in the Amended Credit Agreement. The applicable facility fee will range in amount from 0.15% to 0.30%, depending on our leverage ratio. In the event that we convert the pricing


structure to be based on an investment-grade rating, the applicable facility fee will range in amount from 0.125% to 0.30%, depending on such rating.
The Amended Credit Agreement is guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Operating Partnership that own an unencumbered property. The Amended Credit Agreement is not secured by the Company’s properties or by equity interests in the subsidiaries that hold such properties.
The Amended Revolver and the Amended $100 Million Term Loan may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Amended Term Loan and repaid or prepaid may not be reborrowed.
The Amended Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Amended Credit Facility and other loan documentation, cross-defaults to certain other indebtedness,and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Amended Credit Facility, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Annual Report on Form 10-K, we had borrowings of $91.0 million outstanding under the Amended Revolver, leaving $259.0 million available for future borrowings.
Note Purchase and Guarantee Agreement
On July 13, 2017, we entered into a Note Purchase and Guarantee Agreement (the “NPGA”) for the private placement of $125.0 million of senior unsecured guaranteed notes, maturing on July 13, 2027, with a fixed annual interest rate of 3.93% (the “$125 Million Notes”), and interest payable quarterly, commencing on October 13, 2017. On July 13, 2017, we completed the issuance of the $125 Million Notes. The net proceeds from the issuance of the $125 Million Notes were used to partially fund the acquisition of a 1.2 million rentable square foot industrial business park with a contract price of $210.5 million.
Investment Grade Rating
In September 2017,During the year ended December 31, 2022, our credit ratings were raised to Baa2 (Stable outlook) from Baa3 (Stable outlook) by Moody’s and to BBB+ (Stable outlook) from BBB (Positive outlook) by both S&P and Fitch Ratings affirmedwith respect to our investment grade credit rating of BBB- with a stable outlook on the Amended Revolver, the Amended $100 Million Term Loan, our $100Credit Agreement (described below), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the $125“Series 2019A and 2019B Notes”), $400 Million Notes. They also affirmedNotes due 2030 and $400 Million Notes due 2031. During the year ended December 31, 2022, our investment grade credit rating of BB onratings were raised to BBB- from BB+ by both S&P and Fitch with respect to our 5.875% series ASeries B Cumulative Redeemable Preferred Stock (the “Series Aand our 5.625% Series C Cumulative Redeemable Preferred Stock”).Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.
Credit Agreement
    On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0
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billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The interest rate under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.
In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance targets, as applicable.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings.
Uses of Liquidity
Acquisitions
One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2017,2022, we acquired 21completed 52 acquisitions representing 61 properties aggregating 4.2with a combined 5.9 million rentable square feet of buildings on 319.6 acres of land for an aggregate costpurchase price of $666.7$2.4 billion. Subsequent to December 31, 2022, through the filing date of this Form 10-K, we have acquired two properties with a combined 1.2 million and as partrentable square feet of our growth strategy,buildings for an aggregate purchase price of $405.0 million, and we are actively monitoring a volume of properties in our markets that we believe represent attractive potential investment opportunities.opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K, we have $184.5over $125.0 million of acquisitions under contract or letter of intent.accepted offer. There can be no assurance we will complete any such acquisitions. While the actual number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Amended Revolver, recycling capital through property dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 – Investments in Real Estate” to the consolidated financial statements for a summary of the properties we acquired during the year ended December 31, 2022.
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Recurring and Nonrecurring Capital Expenditures
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2017,2022, we incurred $2.5$8.7 million of recurring capital expenditures, which was a decrease of $0.3$1.8 million overfrom the prior year. During the year ended December 31, 2017,2022, we incurred $35.2$111.1 million of non-recurring capital expenditures, which


was an increase of $14.0$30.6 million over the prior year. The increase was primarily due to the increase in non-recurring capital expenditures is primarily duerelated to an increase in ourrepositioning and redevelopment and repositioning activity and the growth of our overall portfolio.during 2022 compared to 2021. As discussed above under —Factors“—Factors that May Influence Future Results —Acquisitions and DevelopmentValue-Add Repositioning and Redevelopment of Properties,Properties”, as of December 31, 2017, five2022, 17 of our properties were in various stages ofunder current repositioning, redevelopment, and repositioning or lease-up, and we have a pipeline of 12 additional properties for which we anticipate beginning repositioningconstruction work on three additional properties during 2018.over the next five quarters. We currently estimate that approximately $43.0$385.2 million of capital will be required over the next six quarters (1Q-2018three years (1Q-2023 through 2Q-2019)Q2-2025) to complete the repositioning/redevelopment and repositioning of these properties. However, this estimate is based on our current construction planplans and budgets, both of which are subject to change as a result of a number of factors.factors, including increased costs of building materials or construction services and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a combination of available cash flowon hand, proceeds from operations,forward equity settlements, the issuance of common stock under the $300 MillionCurrent 2022 ATM Program, cash flow from operations and borrowings available under the Amended Revolver.
Commitments and Contractual Obligations
The following table sets forth our principal obligations and commitments as of December 31, 2017, including (i) scheduled principal payments and debt maturities, (ii) periodic interest payments related to our outstanding indebtedness and interest rate swaps, (iii) office and ground lease payments and (iv) other contractual obligations (in thousands):

 Payments by Period
 Total 2018 2019 2020 2021 2022 Thereafter
Principal payments and debt maturities$671,658
 $933
 $58,266
 $166
 $60,175
 $100,184
 $451,934
Interest payments - fixed rate debt(1)
83,268
 9,341
 9,333
 9,325
 9,316
 4,394
 41,559
Interest payments - variable rate debt(2)
53,814
 13,521
 12,226
 11,030
 9,545
 7,224
 268
Office lease payments1,636
 783
 569
 164
 120
 —
 —
Ground lease payments6,396
 144
 144
 144
 144
 144
 5,676
Contractual obligations(3)
18,993
 18,993
 —
 —
 —
 —
 —
Total$835,765
 $43,715
 $80,538
 $20,829
 $79,300
 $111,946
 $499,437
(1)Reflects scheduled interest payments on our fixed rate debt, including the $100 Million Notes, the $125 Million Notes and the Gilbert/La Palma mortgage loan.
(2)Reflects an estimate of interest payments due on variable rate debt, including the impact of interest rate swaps. For variable rate debt where interest is paid based on LIBOR plus an applicable LIBOR margin, we used the applicable LIBOR margin in effect as of December 31, 2017, and the one-month LIBOR rate of 1.5643%, as of December 31, 2017. Furthermore, assumes that any maturity extension options available to us are not exercised.
(3)Includes total commitments for tenant improvement and construction work related to obligations under certain tenant leases and vendor contracts. We anticipate these obligations to be paid as incurred in 2018 and 2019, however, as the timing of these obligations is subject to a number of factors, for purposes of this table, we have included the full amount under “2018.”
Dividends and Distributions   
In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.
On February 12, 2018,6, 2023, our board of directors declared athe following quarterly cash dividend in the amount of $0.16 per share of common stock and a quarterly cash distribution in the amount of $0.16 per OP Unit, to be paid on April 16, 2018, to holders of record as of March 30, 2018.dividends/distributions:
On February 12, 2018, our board of directors declared a quarterly cash dividend in the amount of $0.367188 per share of the Series A Preferred Stock, to be paid on March 30, 2018, to holders of record as of March 15, 2018. On February 12, 2018, our board of directors also declared a pro-rata cash dividend, for the period beginning on November 13, 2017, the original issuance
SecurityAmount per Share/UnitRecord DatePayment Date
Common stock$0.380 March 31, 2023April 17, 2023
OP Units$0.380 March 31, 2023April 17, 2023
5.875% Series B Cumulative Redeemable Preferred Stock$0.367188 March 15, 2023March 31, 2023
5.625% Series C Cumulative Redeemable Preferred Stock$0.351563 March 15, 2023March 31, 2023
4.43937% Cumulative Redeemable Convertible Preferred Units$0.505085 March 15, 2023March 31, 2023
4.00% Cumulative Redeemable Convertible Preferred Units$0.450000 March 15, 2023March 31, 2023
3.00% Cumulative Redeemable Convertible Preferred Units$0.545462 March 15, 2023March 31, 2023

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date of the Series B Preferred Stock, to March 31, 2018, in the amount of $0.563021 per share of the Series B Preferred Stock, to be paid on March 30, 2018, to holders of record as of March 15, 2018.
Consolidated Indebtedness Outstanding
The following table sets forth certain information with respect to our consolidated indebtedness outstanding as of December 31, 2017:2022:
 Contractual
Maturity Date		Margin Above SOFR
Effective Interest Rate(1)
 
Principal Balance (in thousands)(2)
Unsecured and Secured Debt:
Unsecured Debt:
Revolving Credit Facility(3)
5/26/2026(4)S+0.725 %(5)5.125 %$— 
$400M Term Loan7/19/2024(4)S+0.800 %(5)5.258 %400,000 
$100M Senior Notes8/6/2025n/a4.290 %100,000 
$300M Term Loan5/26/2027S+0.800 %(5)3.717 %(6)300,000 
$125M Senior Notes7/13/2027n/a3.930 %125,000 
$25M Series 2019A Senior Notes7/16/2029n/a3.880 %25,000 
$400M Senior Notes due 203012/1/2030n/a2.125 %400,000 
$400M Senior Notes due 2031 (green bond)9/1/2031n/a2.150 %400,000 
$75M Series 2019B Senior Notes7/16/2034n/a4.030 %75,000 
Total Unsecured Debt$1,825,000 
Secured Debt:
2601-2641 Manhattan Beach Boulevard4/5/2023n/a4.080 %$3,832 
960-970 Knox Street11/1/2023n/a5.000 %2,307 
7612-7642 Woodwind Drive1/5/2024n/a5.240 %3,712 
11600 Los Nietos Road5/1/2024n/a4.190 %2,462 
$60M Term Loan Facility(7)
10/27/2024(7)S+1.250 %(7)5.708 %60,000 
5160 Richton Street11/15/2024n/a3.790 %4,153 
22895 Eastpark Drive11/15/2024n/a4.330 %2,612 
701-751 Kingshill Place1/5/2026n/a3.900 %7,100 
13943-13955 Balboa Boulevard7/1/2027n/a3.930 %14,965 
2205 126th Street12/1/2027n/a3.910 %5,200 
2410-2420 Santa Fe Avenue1/1/2028n/a3.700 %10,300 
11832-11954 La Cienega Boulevard7/1/2028n/a4.260 %3,928 
Gilbert/La Palma3/1/2031n/a5.125 %1,935 
7817 Woodley Avenue8/1/2039n/a4.140 %3,009 
Total Secured Debt$125,515 
Total Debt$1,950,515 
(1)Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective as of December 31, 2022. See footnote (6) below. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver.  
(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $14.1 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.
(3)The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee ranges from 0.125% to 0.30% per annum depending upon our investment grade rating, leverage ratio and sustainability performance metrics, which may change from time to time.
(4)The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions.
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  Maturity Date 
Stated
Interest Rate
 
Effective
Interest Rate(1)
 
Principal Balance
(in thousands)(2)
 Maturity Date of Effective Swaps
Secured Debt:          
$60M Term Loan(3)
 
8/1/2019(3)
 LIBOR + 1.90% 3.816%
(4) 
$58,891
 2/15/2019
Gilbert/La Palma 3/1/2031 5.125% 5.125% 2,767
 —
Unsecured Debt:          
Amended $100 Million Term Loan 2/11/2022 
LIBOR +1.20%(5)
 3.098%
(6) 
100,000
 12/14/2018
Amended Revolver(7)
 
2/12/2021(8)
 
LIBOR +1.10%(5)
 2.664% 60,000
 —
$225 Million Term Loan Facility 1/14/2023 
LIBOR +1.50%(5)
 3.064%
(9) 
225,000
 —
$100 Million Senior Notes 8/6/2025 4.290% 4.290% 100,000
 —
$125 Million Senior Notes 7/13/2027 3.930% 3.930% 125,000
  
Total Debt:     3.452% $671,658
  
(1)Includes the effect of interest rate swaps that were effective as of December 31, 2017. Assumes a one-month LIBOR rate of 1.56425% as of December 31, 2017, as applicable. Excludes the effect of amortization of debt issuance costs, discounts and the facility fee on the Amended Revolver.
(2)Excludes unamortized debt issuance costs and debt discounts totaling $2.7 million as of December 31, 2017.
(3)One additional one-year extension is available, if certain conditions are satisfied.
(4)As of December 31, 2017, this term loan has been effectively fixed at 3.816% through the use of two interest rate swaps as follows: (i) $30 million at 3.726% with an effective date of January 15, 2015, and (ii) $28.9 million at 3.91% with an effective date of July 15, 2015.
(5)The LIBOR margin will range from 1.20% to 1.70% for the Amended $100 Million Term Loan, 1.10% to 1.50% for the Amended Revolver and 1.50% to 2.25% for our $225 million term loan facility depending on our leverage ratio, which is the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value. This leverage ratio is measured on a quarterly basis, and as a result, the effective interest rate will fluctuate from period to period.
(6)As of December 31, 2017, the Amended $100 Million Term Loan has been effectively fixed at 1.8975%, plus the applicable LIBOR margin, through the use of two interest rate swaps as follows: (i) $50 million with a strike rate of 1.79% with an effective date of August 14, 2015, and (ii) $50 million with a strike rate of 2.005% with an effective date of February 16, 2016.
(7)The Amended Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee will range from 0.15% to 0.30% depending upon our leverage ratio.
(8)Two additional six-month extension available at the borrower’s option.
(9)As of December 31, 2017, we have executed two interest rate swaps that will effectively fix the interest on the $225 million term loan facility as follows: (i) $125 million at 1.349% plus the applicable LIBOR margin from February 14, 2018, to January 14, 2022, and (ii) $100 million at 1.406% plus the applicable LIBOR margin from August 14, 2018, to January 14, 2022.

(5)The interest rates on these loans are comprised of daily SOFR for the Revolver and Term SOFR for the Term Facility (in each case increased by a 0.10% SOFR adjustment) plus an applicable margin ranging from 0.725% to 1.400% per annum for the Revolver and 0.80% to 1.60% per annum for the Term Facility, depending on our investment grade ratings, leverage ratio and sustainability performance metrics, which may change from time to time. During the year ended December 31, 2022, our credit ratings were upgraded and as a result, the applicable margin on the Revolver was lowered to 0.725% from 0.775% and the applicable margin on the Term Facility was lowered to 0.80% from 0.85%.

(6)As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed at 2.81725% through the use of interest rate swaps. For details, see “Note 7 – Interest Rate Derivatives” to our consolidated financial statements. Including the impact of these interest rate swaps, the hedged effective interest rate on the $300 Million Term Loan is 3.717%.

(7)On October 27, 2022, we refinanced an amortizing $60.0 million term loan expiring in August 2023. The new $60.0 million term loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum (the $60 Million Term Loan Facility”). The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions.

The following table summarizes the composition of our consolidatedoutstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of December 31, 2017:2022:
Weighted Average Term Remaining (in years)(1)
Stated
Interest Rate
Effective
Interest Rate(2)
Principal Balance
(in thousands)(3)
% of Total
Fixed vs. Variable:
Fixed(4)
6.82.96%2.96%$1,490,515 76%
Variable1.6SOFR + Margin (See Above)5.32%$460,000 24%
Secured vs. Unsecured:
Secured3.14.86%$125,515 6%
Unsecured5.73.42%$1,825,000 94%
  
Average Term Remaining
(in years)
 
Stated
Interest Rate
 
Effective
Interest Rate(1)
 
Principal Balance
(in thousands)(2)
 % of Total
Fixed vs. Variable:          
Fixed 6.5 3.799% 3.799% $386,658
 58%
Variable 4.6 LIBOR + 1.416% 2.980% $285,000
 42%
Secured vs. Unsecured:          
Secured 2.1 -- 3.875% $61,658
 9%
Unsecured 6.0 -- 3.409% $610,000
 91%
(1)The weighted average remaining term to maturity of our debt is 5.6 years.
(1)Includes the effect of interest rate swaps that were effective as of December 31, 2017. Excludes the effect of amortization of debt issuance costs, discounts and the facility fee on the Amended Revolver. Assumes a one-month LIBOR rate of 1.56425% as of December 31, 2017, as applicable.
(2)Excludes unamortized debt issuance costs and net debt premiums aggregating $2.7 million as of December 31, 2017.
(2)Includes the effect of interest rate swaps that were effective as of December 31, 2022. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver. Assumes Daily Simple SOFR of 4.300% and Term SOFR of 4.358% as of December 31, 2022, as applicable.
(3)Excludes unamortized debt issuance costs and debt premiums/discounts totaling $14.1 million which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.
(4)Fixed-rate debt includes our variable rate $300 Million Term Loan that has been effectively fixed through the use of interest rate swaps through maturity.
At December 31, 2017,2022, we had total indebtedness of $671.7 million,$2.0 billion, excluding unamortized debt issuance costs and debt discounts, with a weighted average interest rate of approximately 3.45% and an average term-to-maturity of 5.7 years.3.52%. As of December 31, 2017, $386.7 million,2022, $1.5 billion, or 58%76%, of our outstanding indebtedness had an interest rate that was effectively fixed under either the terms of the loan ($227.8 million)1.2 billion) or an interest rate swap ($158.9 million). We have two interest rate swaps that will effectively fix the interest on our $225 million unsecured term loan facility (the “$225 Million Term Loan Facility”) as follows: (i) $125 million at 1.349% plus the applicable LIBOR margin from February 14, 2018, to January 14, 2022, and (ii) $100 million at 1.406% plus the applicable LIBOR margin from August 14, 2018, to January 14, 2022. If these two interest rate swaps were effective as of December 31, 2017, our consolidated debt would be 91% fixed-rate and 9% variable-rate.($300.0 million).
At December 31, 2017,2022, we had total indebtedness of approximately $671.7 million,$2.0 billion, reflecting a net debt to total combined market capitalization of approximately 21.0%14.9%. Our total combined market capitalization is defined as the sum of the liquidation valuepreference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt.  Our net debt is defined as our consolidated indebtedness less cash and cash equivalents. 

78

Debt Covenants
The Amended Credit Agreement, the $225$60 Million Term Loan Facility, the $100 Million Notes, and the $125 Million Notes and Series 2019A and 2019B Notes all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•For the Amended Credit Agreement and the $225$60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
•For the $100 Million Notes, and the $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;
Maintaining•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
Maintaining•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016;
•Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.501.5 to 1.0;
Maintaining•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
Maintaining•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.0.



1.00. 
The Amended$400 Million Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•Maintaining a ratio of secured debt to total asset value of not more than 40%;
•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
    The Credit Agreement, the $225 Million Term Loan Facility, the $100 Million Notes and the $125 MillionSenior Notes also contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may not exceed the greater of (1)(i) 95% of our FFO (as defined in each of the loan agreements)credit agreement) and (2)(ii) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.
Additionally, subject to the terms of the $100Credit Agreement, $60 Million NotesTerm Loan Facility and the $125 MillionSenior Notes, (together the “Notes”), upon certain events of default, including, but not limited to, (i) a default in the payment of any principal make-whole payment amount, or interest, under the Notes, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the Notesdebt agreement and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest and the make-whole payment amount on the outstanding Notesdebt will become immediately due and payablepayable. In addition, we are required to maintain at all times a credit rating on the option of the purchasers.Senior Notes from either S&P, Moody’s or Fitch.
Our $60 million term loan contains the following financial covenants:
79
Maintaining a Debt Service Coverage Ratio (as defined in the term loan agreement) of at least 1.10 to 1.00, to be tested quarterly;
Maintaining Unencumbered Liquid Assets (as defined in the term loan agreement) of not less than (i) $5 million, or (ii) $8 million if we elect to have Line of Credit Availability (as defined in the term loan agreement) included in the calculation, of which $2 million must be cash or cash equivalents, to be tested annually as of December 31 of each year;

Maintaining a minimum Fair Market Net Worth (as defined in the term loan agreement) of at least $75 million, to be tested annually as of December 31 of each year.
We were in compliance with all of our quarterly and annual debt covenants as of December 31, 2017.
Off Balance Sheet Arrangements
As of December 31, 2017, we did not have any off-balance sheet arrangements.
Cash Flows
Comparison of the Year Ended December 31, 20172022 to the Year Ended December 31, 20162021


The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the years ended December 31, 20172022 and 20162021 (in thousands):
Year Ended December 31,   Year Ended December 31, 
2017 2016 Change 20222021Change
Cash provided by operating activities$76,650
 $56,432
 $20,218
Cash provided by operating activities$327,695 $231,463 $96,232 
Cash used in investing activities$(606,900) $(361,214) $(245,686)Cash used in investing activities$(2,449,210)$(1,912,767)$(536,443)
Cash provided by financing activities$521,595
 $315,106
 $206,489
Cash provided by financing activities$2,114,303 $1,547,779 $566,524 
 
Net cash provided by operating activities. Net cash provided by operating activities increased by $20.2$96.2 million to $76.7$327.7 million for the year ended December 31, 2017,2022, compared to $56.4$231.5 million for the year ended December 31, 2016.2021. The increase was primarily attributable to the incremental cash flows from property acquisitions completed subsequent to January 1, 2016,2021, and the increase in Cash NOI from our Same PropertiesProperty Portfolio, and changes in working capital, partially offset by higher cash interest paid for comparable periods.as compared to the prior year.
Net cash used in investing activities. Net cash used in investing activities increased by $245.7$536.4 million to $606.9 million$2.4 billion for the year ended December 31, 2017,2022, compared to $361.2 million$1.9 billion for the year ended December 31, 2016.2021. The increase was primarily attributable to a $299.2$462.6 million increase in cash paid for property acquisitions includingand acquisition related deposits, partially offset by a $57.5$41.3 million increasedecrease in net proceeds received from the sale of propertiesreal estate as compared to the prior year and a $32.6 million increase in cash paid for comparable periods.construction and repositioning/redevelopment projects.


Net cash provided by financing activities. Net cash provided by financing activities increased by $206.5$566.5 million to $521.6 million$2.1 billion for the year ended December 31, 2017,2022, compared to $315.1 million$1.5 billion for the year ended December 31, 2016.2021. The increase was primarily attributable to the following: (i) an increase of $349.0 million$1.1 billion in draws on our unsecured revolving credit facility,cash proceeds from borrowings under the Revolver, (ii) an increase of $147.5 million in net cash proceeds from the sale of common shares for comparable periods and (iii) an increase of $125.0$400.0 million in cash proceeds from borrowings under the issuance of the $125$400 Million NotesTerm Loan in July 2017. These increases were partially offset by (i) a decrease2022, (iii) an increase of $300.0 million in cash proceeds from borrowings under the $300 Million Term Loan in May 2022, (iv) an increase of $225.0 million from the repayment of the $225.0 million term loan facility in borrowings on the $225 Million Term Loan Facility which was fully drawn upon in April 2016, (ii)August 2021, (v) an increase of $148.5 million in paydowns on our unsecured revolving credit facility for comparable periods, (iii) the repayment of two secured mortgage loans totaling $14.9 million in 2017, (iv) a decrease of $14.2$183.1 million in net cash proceeds from the issuance of preferredshares of our common stock for comparable periods and (v)(vi) an increase of $10.8$90.0 million from the redemption of the Series A Preferred Stock in August 2021. These increases were partially offset by the following: (i) a decrease of $1.1 billion from the repayment of the borrowings under the Revolver, (ii) a decrease of $392.4 million in net cash proceeds from the issuance of the $400 Million Notes due 2031 in August 2021, (iii) a decrease of $150.0 million from the repayment of the $150 Million Term Loan Facility in May 2022 and (iv) an increase of $74.3 million in dividends paid to common stockholders and distributions paid for comparable periods,common unitholders primarily resulting from andue to the increase in the number of common shares outstanding and the issuance of the Series A Preferred Stockincrease in August 2016.our quarterly per share/unit cash dividend.

Comparison of the Year Ended December 31, 20162021 to the Year Ended December 31, 20152020
The following table summarizes the cash flows of Rexford Industrial Realty, Inc. for the years ended December 31, 2016 and 2015 (in thousands):
 Year Ended December 31,  
 2016 2015 Change
Cash provided by operating activities$56,432
 $40,508
 $15,924
Cash used in investing activities$(361,214) $(236,774) $(124,440)
Cash provided by financing activities$315,106
 $192,861
 $122,245

    
Net cash provided by operating activities. Net cash provided by operating activities increased by $15.9 millionRefer to $56.4 million“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended December 31, 2016, compared to $40.5 million2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2015. The increase was primarily attributable2021 compared to incremental cash flows from property acquisitions completed after January 1, 2015, and the increase in Cash NOI from our Same Properties Portfolio, partially offset by higher cash interest paid for comparable periods.
Net cash used in investing activities. Net cash used in investing activities increased by $124.4 million to $361.2 million for the year ended December 31, 2016, compared to $236.8 million for2020.
Inflation
In the year ended December 31, 2015. The increase was primarily attributable tolast several years, we do not believe that inflation has had a material impact on the $139.1 millionCompany. However, recently inflation has significantly increased and a prolonged period of high and persistent inflation could cause an increase in cash paid for property acquisitionsour operating expenses, capital expenditures and the $9.7 million increase in cash paid for construction and repositioning projects for comparable periods, partially offset by aggregate net proceedscost of $38.5 million received from five real estate dispositions completed during 2016.
Net cash provided by financing activities. Net cash provided by financing activities was $315.1 million for the year ended December 31, 2016, and consisted primarily of $174.4 million in net cash proceeds raised from the issuance of 10.35 million shares of common stock, $86.7 million in net cash proceeds raised from the issuance of 3.6 million shares of Series A Preferred Stock and gross proceeds of $225.0 million fromour variable-rate borrowings made under the $225 Million Term Loan Facility, partially offset by the repayment of $140.5 million of net borrowings outstanding under our unsecured revolving credit facility andthe payment of $36.0million in dividends and distributions.Net cash provided by financing activities was $192.9 million for the year endedDecember 31, 2015, and consisted primarily of $176.2 million in net proceeds raised from the issuance of 11.5 million shares of common stock, proceeds of $100.0 million received from the issuance of the $100 Million Notes and net borrowings of $48.0 millionwhich could have a material impact on our unsecured revolving credit facility, partially offset by the repaymentfinancial position or results of three secured loans aggregating $101.4 million, the payment of $27.1 million in dividends and distributions, and the payment of $0.8 million of debt issuance costs related to new borrowings.

Inflation
operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. We do not believe that inflation has had a material impact on our historical financial position or results of operations.


80




Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. A key market risk we face is interest rate risk. We are exposed to interest rate changes primarily as a result of using variable-rate debt to satisfy various short-term and long-term liquidity needs, which have interest rates based upon LIBOR.SOFR. We use interest rate swaps to manage, or hedge, interest rate risks related to our borrowings. Because actual interest rate movements over time are uncertain, our swaps pose potential interest rate risks, notably if interest rates fall. We also expose ourselves to credit risk, which we attempt to minimize by contracting with highly-rated banking financial counterparties. For a summary of our outstanding variable-rate debt, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources. For a summary of our interest rate swaps and recent transactions, see Note“Note 7 – Interest Rate Derivatives” to our consolidated financial statements included in Item 15 of this Report on Form 10-K.
As of December 31, 2017, interest on our $60.0 million amortizing term loan2022, the $300 Million Term Loan has been effectively fixed through the use of twointerest rate swaps. The interest rate swaps with notional values of $30.0 million and $28.9 million, respectively. The first interest rate swap, which is effective for the period from January 15, 2015 to February 15, 2019, currently fixes the annual interest rate payable at 3.726%. The second interest rate swap, which is an amortizing swap, is effective for the period from July 15, 2015 to February 15, 2019, and currently fixes the annual interest rate payable at 3.91%.
As of December 31, 2017, interest on the $100 Million Amended Term Loan Facility has been effectively fixed through the use of two interest rate swaps, each withhave a combined notional value of $50.0 million. The first interest rate swap has an effective date of August 14, 2015, and a maturity date of December 14, 2018, and the second interest rate swap has an effective date of February 16, 2016, and a maturity date of December 14, 2018. The two interest rate swaps currently fix the annual interest rate payable on the $100 million term loan facility as follows: 1.79% for the first $50.0 million and 2.005% for the second $50.0 million, plus an applicable margin under the terms of the Amended Credit Agreement.
On August 11, 2017, we entered into an interest rate swap transaction to manage our exposure to fluctuations in the variable interest rate associated with the Amended $100 Million Term Loan. The interest rate swap, which has a notional value of $100.0 million, has an effective date of December 14, 2018, which coincides with the termination date of the two in-place interest rate swaps noted above, and a maturity date of August 14, 2021. Upon termination of the two in-place swaps, the new swap will effectively fix the annual interest rate payable on the Amended $100 Million Term Loan at 1.764% plus an applicable margin under the terms of the Amended Credit Agreement.
During 2016, we entered into two interest rate swap transactions to manage our exposure to fluctuations in the variable interest rate associated with the $225 Million Term Loan Facility. The first interest rate swap has a notional value of $125.0 million with an effective date of February 14, 2018, and a maturity date of January 14, 2022. The second interest rate swap has a notional value of $100.0$300.0 million, an effective date of August 14, 2018, andJuly 27, 2022, a maturity date of January 14, 2022. When these interestMay 26, 2027, and currently fix Term SOFR at a weighted average rate swaps become effective, they will fix the annual interest rate payable on the $225 Million Term Loan Facility as follows: 1.349% for $125.0 million of the principal outstanding and 1.406% for the remaining $100.0 million of principal outstanding, plus an applicable margin under the terms of the $225 Million Term Loan Facility.2.81725%.
As of    At December 31, 2017,2022, we had total consolidated indebtedness, excluding unamortized debt issuance costs and premium/discounts, of $671.7 million.$1.95 billion. Of this total $386.7 million,amount, $1.49 billion, or 58%76%, had an interest rate that was effectively fixedcomprise our fixed-rate debt under the terms of the loan or an interest rate swap.  The remaining $285.0$460.0 million, or 42%24%, comprises our variable-rate debt. Based upon the amount of variable-rate debt outstanding as of December 31, 2017,2022, if LIBORSOFR were to increase by 50 basis points, the increase in interest expense on our variable-rate debt would decrease our future earnings and cash flows by approximately $1.4$2.3 million annually.  If LIBORSOFR were to decrease by 50 basis points, assuming an interest rate floor of 0%, the decrease in interest expense on our variable-rate debt would increase our future earnings and cash flows by approximately $1.4$2.3 million annually.
Interest risk amounts are our management’s estimates and were determined by considering the effect of hypothetical interest rates on our financial instruments. We calculate interest sensitivity by multiplying the amount of variable rate debt outstanding by the respective change in rate. The sensitivity analysis does not take into consideration possible changes in the balances or fair value of our floating rate debt or the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumeassumes no changes in our financial structure.




Item 8. Financial Statements and Supplementary Data
All information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1).






Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
 
81

Item 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures as of December 31, 2017,2022, the end of the period covered by this report. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of December 31, 20172022 at the reasonable assurance level.


Changes in Internal Control Over Financial Reporting
There have been no significant changes that occurred during the fourth quarter of the most recent year covered by this report in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting is a process designed by, or under the supervision of, our Co-Chief Executive Officers and Chief Financial Officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the consolidated financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company has used the criteria set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to assess our internal control over financial reporting. Based upon this assessment, management concluded that internal control over financial reporting operated effectively as of December 31, 2017.2022.
The effectiveness of our internal control over financial reporting as of December 31, 2017,2022, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See Report“Report of Independent Registered Public Accounting Firm.Firm”.




Item 9B. Other Information.
Our discussion of federal income tax considerations in Exhibit 99.1 attached hereto, which is incorporated herein by reference, supersedes and replaces, in its entirety, (i) the discussion under the heading “U.S. Federal Income Tax Considerations”None.



in Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 28, 2017, (ii) the discussion under the heading “U.S. Federal Income Tax Considerations” in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2016, (iii) the discussion under the heading “U.S. Federal Income Tax Considerations” in the prospectus dated April 11, 2016, which is (a) a part of our Registration Statement on Form S-3 (File No. 333-210691) filed with the SEC on April 11, 2016 and (b) attached to the prospectus supplement dated September 21, 2017 filed by the Company with the SEC on September 21, 2017; (iv) the discussion under the heading “U.S. Federal Income Tax Considerations” in Exhibit 99.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2016; and (v) the disclosure under the heading “U.S. Federal Income Tax Considerations” in the prospectus dated August 5, 2014, which is a part of our Registration Statement on Form S-3 (File No. 333-197849) filed with the SEC on August 5, 2014 and declared effective on August 12, 2014.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

82



PART III
 




Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 20172022 and is incorporated by reference.
 


Item 11. Executive Compensation
The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 20172022 and is incorporated by reference.  
 


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 20172022 and is incorporated by reference.  
 


Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 20172022 and is incorporated by reference.  
 


Item 14. Principal Accounting Fees and Services
The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 20172022 and is incorporated by reference.  

83


PART IV
 
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2) Financial Statements and Schedules
The following financial information is included in Part IV of this Report on the pages indicated:
 
F-1
F-1
Audited Consolidated Financial Statements of Rexford Industrial Realty, Inc.:
F-3
F-4
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016,2022, 2021 and 20152020
F-4
F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 20162022, 2021 and 20152020
F-5
F-6
Consolidated Statements of Changes in Equity for the Years ended December 31, 2017, 20162022, 2021 and 20152020
F-6
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 20162022, 2021 and 20152020
F-8
F-9
Notes to Consolidated Financial Statements
F-9
F-10
F-45
F-49
All other schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.

84


(3). Exhibits
 
Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
3.1S-11/A333-1888063.17/15/2013
3.28-K001-360083.12/14/2020
3.38-A001-360083.311/9/2017
3.48-A001-360083.39/19/2019
4.1S-11/A333-1888064.17/15/2013
4.28-A001-360084.111/9/2017
4.38-A001-360084.19/19/2019
4.410-K001-360084.52/19/2020
4.58-K001-360084.111/16/2020
4.68-K001-360084.211/16/2020
4.78-K001-360084.28/9/2021
10.18-K001-3600810.13/21/2022
10.210-Q001-3600810.29/3/2013
10.3†10-Q001-3600810.57/27/2021
10.4†S-11/A333-18880610.47/15/2013
10.5S-11/A333-18880610.57/9/2013
10.610-Q001-3600810.69/3/2013
10.7†10-Q001-3600810.89/3/2013
10.8†8-K001-3600810.26/29/2017
10.9†8-K001-3600810.15/20/2020
10.10†10-Q001-3600810.99/3/2013
10.11†8-K001-3600810.36/29/2017
10.12†8-K001-3600810.25/20/2020
10.13†8-K001-3600810.16/29/2017
10.14†8-K001-3600810.45/20/2020
85

Exhibit Number Exhibit Description Form File No. Exhibit No. Filing Date
2.1 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund I, LLC
 10-Q 001-36008 2.1 9/3/2013
2.2 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund II, LLC
 10-Q 001-36008 2.2 9/3/2013
2.3 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund III, LLC
 10-Q 001-36008 2.3 9/3/2013
2.4 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Rexford Industrial Fund IV, LLC
 10-Q 001-36008 2.4 9/3/2013
2.5 
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc. and Rexford Industrial Fund V REIT, LLC
 10-Q 001-36008 2.5 9/3/2013
2.6 
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Rexford Industrial Fund V, LP
 10-Q 001-36008 2.6 9/3/2013
2.7 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Allan Ziman, as Special Trustee of the Declaration of Trust of Jeanette Rubin trust, dated August 16, 1978, as amended
 10-Q 001-36008 2.7 9/3/2013
2.8 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the Contributors named therein
 10-Q 001-36008 2.8 9/3/2013
2.9 
Contribution Agreement by and among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and Christopher Baer
 10-Q 001-36008 2.9 9/3/2013
2.10 
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Merger Sub LLC, and Rexford Industrial, LLC
 10-Q 001-36008 2.10 9/3/2013
2.11 
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Fund V Manager Merger Sub LLC, and Rexford Fund V Manager LLC
 10-Q 001-36008 2.11 9/3/2013
2.12 
Agreement and Plan of Merger by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Sponsor V Merger Sub LLC, and Rexford Sponsor V LLC
 10-Q 001-36008 2.12 9/3/2013
2.13 
Representation, Warranty and Indemnity Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Richard Ziman, Howard Schwimmer and Michael S. Frankel
 10-Q 001-36008 2.13 9/3/2013
2.14 
Indemnity Escrow Agreement, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc., acting in the capacity of escrow agent, Richard Ziman, Howard Schwimmer and Michael S. Frankel
 10-Q 001-36008 2.14 9/3/2013
2.15 
Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of May 19, 2014, among Westcore Cabot, L.P., a Delaware limited partnership, and Westcore Distribution, LLC, Westcore Distribution II, LLC, Westcore Hunter, LLC, Westcore Salt Lake Avenue, LLC, Westcore Valley, LLC, and Westcore Alton, LLC (all Delaware limited liability companies) and Rexford Industrial Realty, L.P., as amended on May 27, 2014, May 30, 2014, June 4, 2014, June 13, 2014 and June 24, 2014
 8-K/A 001-36008 2.1 7/2/2014
2.16 
Purchase and Sale Agreement by and between LBA/PPF Industrial – Mason, LLC., as Seller, and Rexford Industrial Realty, L.P., as Buyer, for 9120 Mason Avenue and 20355 Corisco Street, Chatsworth, California Dated as of August 18, 2014
 8-K 001-36008 2.1 9/15/2014
2.17 
Agreement of Purchase and Sale and Joint Escrow Instructions By and Between Laro Properties, L.P., as Seller, and Rexford Industrial Realty, L.P., a Maryland limited partnership, as Purchaser, for 12907 Imperial Hwy, Santa Fe Springs, California, 10509 Business Drive, Fontana, California, 13231 Slover Avenue, Fontana, California, Dated as of November 4, 2014, and as amended on November 26, 2014
 8-K 001-36008 2.1 12/8/2014
2.18 
Stock Purchase Agreement by and among Atlantic CT Holdings, LLC, Atlantic CT REIT, Inc. and Rexford Industrial Realty, L.P. dated April 11, 2016.
 8-K 001-36008 2.1 4/11/2016
2.19 
Agreement of Purchase and Sale by and between Safari Industrial Corporation, as Seller, and Rexford Industrial Realty, L.P., as Purchaser, dated as of May 2, 2017, as amended on July 10, 2017.
 10-Q 001-36008 10.1 8/4/2017


Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.15†8-K001-3600810.211/10/2022
10.16†8-K001-3600810.17/9/2020
10.17†8-K001-3600810.111/10/2022
10.18†10-K001-3600810.113/9/2015
10.19†10-K001-3600810.182/19/2021
10.20†10-K001-3600810.192/19/2021
10.2110-K001-3600810.203/20/2014
10.228-K001-3600810.17/20/2015
10.238-K001-3600810.17/19/2017
10.2410-Q001-3600810.38/4/2017
10.2510-K001-3600810.402/21/2018
10.2610-Q001-3600810.25/7/2018
10.278-K001-3600810.17/19/2019
10.288-K001-3600810.15/27/2022
10.298-K001-3600810.17/20/2022
10.30*10-K001-3600810.302/10/2022
10.318-K001-360081.15/27/2022
10.328-K001-360081.25/27/2022
10.338-K001-360081.35/27/2022
10.348-K001-360081.45/27/2022
10.358-K001-360081.55/27/2022
10.368-K001-360081.65/27/2022
86

2.20 
Agreement of Purchase and Sale by and between SVF Safari, LLC, as Seller, and Rexford Industrial Realty, L.P., as Purchaser, dated as of May 2, 2017, as amended on July 10, 2017.
 10-Q 001-36008 10.2 8/4/2017
2.21 
Purchase and Sale Agreement and Joint Escrow Instructions by and between Rexford Industrial Realty, L.P., as Buyer, and CSHV Rancho Pacifica, LLC, as Seller, dated as of July 5, 2017, as amended July 10, 2017.
 10-Q 001-36008 10.3 11/3/2017
3.1 
Articles of Amendment and Restatement of Rexford Industrial Realty, Inc.
 S-11/A 333-188806 3.1 7/15/2013
3.2 
Second Amended and Restated Bylaws of Rexford Industrial Realty, Inc.
 8-K 001-36008 3.1 5/26/2017
3.3 
Articles Supplementary designating the Series A Preferred Stock of Rexford Industrial Realty, Inc.
 8-A 001-36008 3.3 8/15/2016
3.4 
Articles Supplementary designating the Series B Preferred Stock of Rexford Industrial Realty, Inc.
 8-A12B 001-36008 3.3 11/9/2017
4.1 
Form of Certificate of Common Stock of Rexford Industrial Realty, Inc.
 S-11/A 333-188806 4.1 7/15/2013
4.2 
Form of Specimen Certificate of Series A Preferred Stock of Rexford Industrial Realty, Inc.
 8-A 001-36008 4.1 8/15/2016
4.3 
Form of Specimen Certificate of Series B Preferred Stock of Rexford Industrial Realty, Inc.
 8-A12B 001-36008 4.1 11/9/2017
10.1 
Fourth Amended and Restated Agreement of Limited Partnership of Rexford Industrial Realty, L.P.
 8-K 001-36008 3.2 11/13/2017
10.2 
Registration Rights Agreement among Rexford Industrial Realty, Inc. and the persons named therein
 10-Q 001-36008 10.2 9/3/2013
10.3† 
Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P., 2013 Incentive Award Plan
 10-Q 001-36008 10.3 9/3/2013
10.4† 
Form of Restricted Stock Award Agreement under 2013 Incentive Award Plan
 S-11/A 333-188806 10.4 7/15/2013
10.5 
Form of Indemnification Agreement between Rexford Industrial Realty, Inc. and its directors and officers
 S-11/A 333-188806 10.5 7/9/2013
10.6 
Tax Matters Agreement by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and each partner set forth in Schedule I, Schedule II and Schedule III thereto
 10-Q 001-36008 10.6 9/3/2013
10.7† 
Employment Agreement, dated as of July 24, 2013, between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 10-Q 001-36008 10.8 9/3/2013
10.8† 
First Amendment to Employment Agreement, effective June 26, 2017, between Michael S. Frankel, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 8-K 001-36008 10.2 6/29/2017
10.9† 
Employment Agreement, dated as of July 24, 2013, between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 10-Q 001-36008 10.9 9/3/2013
10.10† 
First Amendment to Employment Agreement, effective June 26, 2017, between Howard Schwimmer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 8-K 001-36008 10.3 6/29/2017
10.11† 
Employment Agreement, effective as of November 25, 2014, between Adeel Khan, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 8-K 001-36008 10.1 12/2/2014
10.12† 
First Amendment to Employment Agreement, effective June 26, 2017, between Adeel Khan, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 8-K 001-36008 10.4 6/29/2017
10.13† 
Employment Agreement, effective as of June 26, 2017, between David E. Lanzer, Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.
 8-K 001-36008 10.1 6/29/2017
10.14† 
Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program
 10-K 001-36008 10.11 3/9/2015
10.15† 
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. Time-Based LTIP Unit Agreement
 8-K 001-36008 10.2 12/21/2015
10.16† 
Form of Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. OPP Performance Unit Agreement
 8-K 001-36008 10.3 12/21/2015


10.17 
Term Loan Agreement among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Walnut, LLC, RIF I—Oxnard, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and Rexford Business Center—Fullerton, LLC, collectively as Borrower, and Bank of America, N.A., as Lender
 10-Q 001-36008 10.12 9/3/2013
10.18 
The Loan Assumption Agreement dated as of November 8, 2013 between Gilbert LaPalma Properties, LLC, and Rexford Industrial-Gilbert LaPalma, LLC, and American Security Insurance Company, as Lender
 10-K 001-36008 10.20 3/20/2014
10.19 
Modification and Loan Assumption Agreement, dated January 24, 2014, by and among RIF I—Don Julian, LLC, RIF I—Lewis Road, LLC, RIF I—Oxnard, LLC, RIF I—Walnut, LLC, REXFORD BUSINESS CENTER—FULLERTON, LLC, RIF II—Kaiser, LLC, RIF III—Irwindale, LLC and REXFORD INDUSTRIAL—MADERA INDUSTRIAL, LLC collectively as Borrower, and Bank of America, N.A., as Lender.
 8-K 001-36008 10.1 8/12/2014
10.20 
Reaffirmation of Guaranty, dated January 24, 2014 by Rexford Industrial Realty, Inc.
 8-K 001-36008 10.2 8/12/2014
10.21 
Note Purchase and Guarantee Agreement, dated as of July 16, 2015 among the Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
 8-K 001-36008 10.1 7/20/2015
10.22 
The Assumption Agreement dated as of January 21, 2015 between Laro Properties L.P., and Rexford Industrial-Imperial Highway, LLC, and The Lincoln National Life Insurance Company, as Lender
 10-Q 001-36008 10.1 5/11/2015
10.23 
Assumption Agreement dated as of December 11, 2015 between Walnut Venture, LLC, as Borrower, Rexford Industrial-1065 Walnut LLC, as Purchaser, the individual Guarantors named therein, Rexford Industrial Realty, Inc., as New Guarantor and The Bank of New York Mellon Trust Company, N.A., in its capacity as directed trustee for Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
 10-K 001-36008 10.24 2/25/2016
10.24 
Promissory Note dated January 14, 2014 between Walnut Venture, LLC (predecessor in interest to Rexford Industrial - 1065 Walnut LLC), as Borrower, and Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
 10-K 001-36008 10.25 2/25/2016
10.25 
Deed of Trust, Assignment of Rents and Leases, Security Agreement and UCC Financing Statement dated as of January 14, 2014 between Walnut Venture, LLC (predecessor in interest to Rexford Industrial - 1065 Walnut LLC), as Borrower, for the benefit of Washington Capital Joint Master Trust Mortgage Income Fund, as Lender.
 10-K 001-36008 10.26 2/25/2016
10.26 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
 8-K 001-36008 1.1 9/21/2017
10.27 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and BTIG, LLC
 8-K 001-36008 1.2 9/21/2017
10.28 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Capital One Securities, Inc.
 8-K 001-36008 1.3 9/21/2017
10.29 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Citigroup Global Markets Inc.
 8-K 001-36008 1.4 9/21/2017
10.30 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and J.P. Morgan Securities LLC
 8-K 001-36008 1.5 9/21/2017
10.31 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Jefferies LLC
 8-K 001-36008 1.6 9/21/2017
10.32 
Equity Distribution Agreement, dated September 21, 2017, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Stifel, Nicolaus & Company, Incorporated
 8-K 001-36008 1.7 9/21/2017
10.33 
Credit Agreement, dated as of January 14, 2016, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein.
 8-K 001-36008 10.1 1/20/2016
10.34 
Increase Certificate dated April 15, 2016.
 8-K 001-36008 10.1 4/15/2016


10.35 
Second Amended and Restated Credit Agreement, dated as of February 14, 2017, among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., Citibank, N.A. as administrative agent, swing line lender and letter of credit issuer, and the other lenders named therein.
 8-K 001-36008 10.1 2/15/2017
10.36 
Third Amendment to Credit Agreement, dated February 14, 2017, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent, U.S. Bank, National Association, as syndication agent, PNC Capital Markets LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, and the other lenders named therein.
 10-K 001-36008 10.33 2/23/2017
10.37 
Note Purchase and Guarantee Agreement, dated as of July 13, 2017, by and among Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
 8-K 001-36008 10.1 7/19/2017
10.38 
Second Amendment to Note Purchase and Guarantee Agreement, dated as of June 16, 2017, among Rexford Industrial Realty, L.P., Rexford Industrial Realty, Inc. and the purchasers named therein.
 10-Q 001-36008 10.3 8/4/2017
10.39 
Fourth Amendment to Credit Agreement, dated as of January 16, 2018, among Rexford Industrial Realty, L.P., Rexford Industrial Realty Inc., PNC Bank, National Association, as administrative agent and a lender, and the other lenders named therein.
 8-K 001-36008 10.1 1/22/2018
10.40 * 
Agreement of Purchase and Sale, dated November 30, 2017, by and between RIF IV Grand, LLC, as Seller, and 6110-6114 Cahuenga Avenue, LLC, as Buyer.
        
12.1* 
Statement of Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
        
21.1* 
List of Subsidiaries of the Company
        
23.1* 
Consent of Ernst & Young LLP
        
24.1* 
Power of Attorney (included on the signature page of this Form 10-K)
        
31.1* 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        
31.2* 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        
31.3* 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        
32.1* 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        
32.2* 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        
32.3* 
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
        
99.1* 
U.S. Federal Income Tax Considerations
        
101.1* The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements        
Exhibit NumberExhibit DescriptionFormFile No.Exhibit No.Filing Date
10.378-K001-360081.75/27/2022
10.388-K001-360081.85/27/2022
10.398-K001-360081.95/27/2022
10.408-K001-360081.105/27/2022
10.418-K001-360081.115/27/2022
10.428-K001-360081.125/27/2022
10.438-K001-360081.135/27/2022
21.1*
22.1*
23.1*
24.1*
31.1*    
31.2*    
31.3*    
32.1*    
32.2*    
32.3* 
101.1* The following financial information from Rexford Industrial Realty, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements
104.1*Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Filed herein
**†Furnished herein
†Compensatory plan or arrangement



Item 16. Form 10-K Summary
None.

87

SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Rexford Industrial Realty, Inc.
February 10, 2023 
/s/ Michael S. Frankel
Michael S. Frankel
Co-Chief Executive Officer (Principal Executive Officer)
February 10, 2023Rexford Industrial Realty, Inc. 
/s/ Howard Schwimmer
February 21, 2018
/s/ Michael S. Frankel
Howard Schwimmer
Michael S. Frankel
Co-Chief Executive Officer (Principal Executive Officer)
February 21, 201810, 2023
/s/ Howard Schwimmer
Laura E. Clark
Howard SchwimmerLaura E. Clark
Co-Chief Executive Officer (Principal Executive Officer)
February 21, 2018
/s/ Adeel Khan
Adeel Khan
Chief Financial Officer

(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

88


POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Rexford Industrial Realty, Inc., hereby severally constitute Michael S. Frankel, Howard Schwimmer and Adeel Khan,Laura E. Clark, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Rexford Industrial Realty, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
 
SignatureTitleDate
SignatureTitleDate
/s/ Michael S. Frankel
Co- Chief Executive Officer and Director

(Principal Executive Officer)
February 21, 201810, 2023
Michael S. Frankel
/s/ Howard Schwimmer
Co- Chief Executive Officer and Director

(Principal Executive Officer)
February 21, 201810, 2023
Howard Schwimmer
/s/ Adeel KhanLaura E. Clark
Chief Financial Officer

(Principal Financial and Accounting Officer)
February 21, 201810, 2023
Adeel KhanLaura E. Clark
/s/ Richard ZimanChairman of the BoardFebruary 21, 201810, 2023
Richard Ziman
/s/ Robert L. AntinDirectorFebruary 21, 201810, 2023
Robert L. Antin
/s/ Steven C. GoodDiana J. IngramDirectorFebruary 21, 201810, 2023
Steven C. GoodDiana J. Ingram
/s/ Peter SchwabAngela L. KleimanDirectorFebruary 21, 201810, 2023
Peter SchwabAngela L. Kleiman
/s/ Debra L. MorrisDirectorFebruary 10, 2023
Debra L. Morris
/s/ Tyler H. RoseDirectorFebruary 21, 201810, 2023
Tyler H. Rose






89

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rexford Industrial Realty, Inc. (the Company) as of December 31, 20172022 and 2016, and2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2017,2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 20172022 and 2016,2021, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 201810, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1

Recognition of acquired real estate - Purchase price accounting
Description of the Matter
As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company completed the acquisition of 61 properties for a total purchase price of $2.4 billion during the year ended December 31, 2022. The transactions were accounted for as asset acquisitions, and the purchase prices were allocated to components based on the relative fair values of the assets acquired and liabilities assumed. These components include land, buildings and improvements, tenant improvements, intangible assets and liabilities related to above and below market leases, and intangible assets related to in-place leases. The fair value of tangible and intangible assets and liabilities is based on available comparable market information, and estimated cash flow projections that utilize rental rates, discount rates, and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.

Auditing the fair value of acquired tangible and intangible assets and liabilities involves significant estimation uncertainty due to the judgment used by management in selecting key assumptions based on recent comparable transactions or market information, and the sensitivity of the fair values to changes in assumptions. In particular, the fair value estimates were sensitive to assumptions such as market rental rates, rental growth rates, price of land per square foot, discount rates, and capitalization rates. The allocation of value to the components of properties acquired could have a material effect on the Company’s net income due to the differing depreciable and amortizable lives of each component and the classification of the related depreciation or amortization in the Company’s consolidated statements of operations.

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for determining and reviewing the key inputs and assumptions used in estimating the fair value of acquired assets and liabilities and allocating fair value to the various components.
To test the allocation of the acquisition-date fair values, we evaluated the appropriateness of the valuation methods used to allocate the purchase price. We performed procedures to assess the key data inputs and assumptions used by management described above, including the completeness and accuracy of the underlying information. We also used our specialists to assist us in evaluating the valuation methods used by management and whether the assumptions utilized were supported by observable market data.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Los Angeles, California
February 21, 201810, 2023

F-2


Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of Rexford Industrial Realty, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Rexford Industrial Realty, Inc.’s internal control over financial reporting as of December 31, 2017,2022, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rexford Industrial Realty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Rexford Industrial Realty, Inc. as of December 31, 20172022 and 2016, and2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 20172022 and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 21, 201810, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management’s annual reportManagement’s Report on internal control over financial reporting.Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Los Angeles, California
February 21, 201810, 2023




F-3

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands - except share and per share data)
December 31, 2017 December 31, 2016 December 31, 2022December 31, 2021
ASSETS   ASSETS  
Land$997,588
 $683,919
Land$5,841,195 $4,143,021 
Buildings and improvements1,079,746
 811,614
Buildings and improvements3,370,494 2,588,836 
Tenant improvements49,692
 38,644
Tenant improvements147,632 127,708 
Furniture, fixtures, and equipment167
 174
Furniture, fixtures, and equipment132 132 
Construction in progress34,772
 17,778
Construction in progress110,934 71,375 
Total real estate held for investment2,161,965
 1,552,129
Total real estate held for investment9,470,387 6,931,072 
Accumulated depreciation(173,541) (135,140)Accumulated depreciation(614,332)(473,382)
Investments in real estate, net1,988,424
 1,416,989
Investments in real estate, net8,856,055 6,457,690 
Cash and cash equivalents6,620
 15,525
Cash and cash equivalents36,786 43,987 
Restricted cash250
 —
Restricted cash— 11 
Notes receivable—
 5,934
Rents and other receivables, net3,664
 2,749
Rents and other receivables, net15,227 11,027 
Deferred rent receivable, net15,826
 11,873
Deferred rent receivable, net88,144 61,511 
Deferred leasing costs, net12,014
 8,672
Deferred leasing costs, net45,080 32,940 
Deferred loan costs, net1,930
 847
Deferred loan costs, net4,829 1,961 
Acquired lease intangible assets, net49,239
 36,365
Acquired lease intangible assets, net169,986 132,158 
Acquired indefinite-lived intangible5,156
 5,170
Acquired indefinite-lived intangible5,156 5,156 
Interest rate swap asset7,193
 5,594
Interest rate swap asset11,422 — 
Other assets6,146
 5,290
Other assets24,973 19,066 
Acquisition related deposits2,475
 —
Acquisition related deposits1,625 8,445 
Assets associated with real estate held for sale, net12,436
 —
Assets associated with real estate held for sale, net— 7,213 
Total Assets$2,111,373
 $1,515,008
Total Assets$9,259,283 $6,781,165 
LIABILITIES & EQUITY   LIABILITIES & EQUITY  
Liabilities   Liabilities  
Notes payable$668,941
 $500,184
Notes payable$1,936,381 $1,399,565 
Interest rate swap liability219
 2,045
Interest rate swap liability— 7,482 
Accounts payable, accrued expenses and other liabilities21,134
 13,585
Accounts payable, accrued expenses and other liabilities97,496 65,833 
Dividends payable11,727
 9,282
Dividends and distributions payableDividends and distributions payable62,033 40,143 
Acquired lease intangible liabilities, net18,067
 9,130
Acquired lease intangible liabilities, net147,384 127,017 
Tenant security deposits19,521
 15,187
Tenant security deposits71,935 57,370 
Prepaid rents6,267
 3,455
Prepaid rents20,712 15,829 
Liabilities associated with real estate held for sale243
 —
Liabilities associated with real estate held for sale— 231 
Total Liabilities746,119
 552,868
Total Liabilities2,335,941 1,713,470 
Equity   Equity  
Rexford Industrial Realty, Inc. stockholders’ equity   Rexford Industrial Realty, Inc. stockholders’ equity  
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized,   
5.875% series A cumulative redeemable preferred stock, 3,600,000 shares outstanding as of December 31, 2017 and December 31, 2016 ($90,000 liquidation preference)86,651
 86,651
5.875% series B cumulative redeemable preferred stock, 3,000,000 and zero shares outstanding as of December 31, 2017 and December 31, 2016, respectively ($75,000 liquidation preference)73,062
 —
Common Stock, $0.01 par value per share, 490,000,000 authorized and 78,495,882 and 66,454,375 outstanding as of December 31, 2017 and December 31, 2016, respectively782
 662
Additional paid in capital1,239,810
 907,834
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2022 and December 31, 2021 ($75,000 liquidation preference)5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2022 and December 31, 2021 ($75,000 liquidation preference)72,443 72,443 
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2022 and December 31, 2021 ($86,250 liquidation preference)5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2022 and December 31, 2021 ($86,250 liquidation preference)83,233 83,233 
Common Stock, $0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares outstanding at December 31, 2022 and December 31, 2021, respectivelyCommon Stock, $0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares outstanding at December 31, 2022 and December 31, 2021, respectively1,891 1,605 
Additional paid-in capitalAdditional paid-in capital6,646,867 4,828,292 
Cumulative distributions in excess of earnings(67,058) (59,277)Cumulative distributions in excess of earnings(255,743)(191,120)
Accumulated other comprehensive income6,799
 3,445
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)8,247 (9,874)
Total stockholders’ equity1,340,046
 939,315
Total stockholders’ equity6,556,938 4,784,579 
Noncontrolling interests25,208
 22,825
Noncontrolling interests366,404 283,116 
Total Equity1,365,254
 962,140
Total Equity6,923,342 5,067,695 
Total Liabilities and Equity$2,111,373
 $1,515,008
Total Liabilities and Equity$9,259,283 $6,781,165 
The accompanying notes are an integral part of these consolidated financial statements.

F-4


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands - except share and per share data)
Year Ended December 31,
Year Ended December 31, 202220212020
REVENUESREVENUES   
 2017  2016  2015
RENTAL REVENUES     
Rental income$136,185
 $107,594
 $81,114
Rental income$630,578 $451,733 $329,377 
Tenant reimbursements23,363
 16,723
 10,479
Other income869
 943
 1,013
TOTAL RENTAL REVENUES160,417
 125,260
 92,606
Management, leasing and development services493
 473
 584
Management and leasing servicesManagement and leasing services616 468 420 
Interest income445
 459
 710
Interest income10 37 338 
TOTAL REVENUES161,355
 126,192
 93,900
TOTAL REVENUES631,204 452,238 330,135 
OPERATING EXPENSES     OPERATING EXPENSES  
Property expenses42,139
 33,619
 25,000
Property expenses150,503 107,721 79,716 
General and administrative21,610
 17,415
 15,016
General and administrative64,264 48,990 36,795 
Depreciation and amortization64,852
 51,407
 41,837
Depreciation and amortization196,794 151,269 115,269 
TOTAL OPERATING EXPENSES128,601
 102,441
 81,853
TOTAL OPERATING EXPENSES411,561 307,980 231,780 
OTHER EXPENSE     
Acquisition expenses454
 1,855
 2,136
OTHER EXPENSESOTHER EXPENSES  
Other expensesOther expenses1,561 1,297 124 
Interest expense20,209
 14,848
 8,453
Interest expense48,496 40,139 30,849 
TOTAL OTHER EXPENSES20,663
 16,703
 10,589
TOTAL EXPENSES149,264
 119,144
 92,442
TOTAL EXPENSES461,618 349,416 262,753 
Equity in income from unconsolidated real estate entities11
 1,451
 93
Gain from early repayment of note receivable—
 —
 581
Gain (loss) on extinguishment of debt25
 —
 (182)
Gain on sale of real estate29,573
 17,377
 —
Loss on extinguishment of debtLoss on extinguishment of debt(915)(505)(104)
Gains on sale of real estateGains on sale of real estate8,486 33,929 13,617 
NET INCOME41,700
 25,876
 1,950
NET INCOME177,157 136,246 80,895 
Less: net income attributable to noncontrolling interest(988) (750) (76)
Less: net income attributable to noncontrolling interests Less: net income attributable to noncontrolling interests(9,573)(8,005)(4,492)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.40,712
 25,126
 1,874
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.167,584 128,241 76,403 
Less: preferred stock dividends(5,875) (1,983) —
 Less: preferred stock dividends(9,258)(12,563)(14,545)
Less: original issuance costs of redeemed preferred stock Less: original issuance costs of redeemed preferred stock— (3,349)— 
Less: earnings allocated to participating securities(410) (302) (223) Less: earnings allocated to participating securities(845)(568)(509)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$34,427
 $22,841
 $1,651
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$157,481 $111,761 $61,349 
Net income attributable to common stockholders per share - basic and diluted$0.48
 $0.36
 $0.03
Net income attributable to common stockholders per share - basicNet income attributable to common stockholders per share - basic$0.92 $0.80 $0.51 
Net income attributable to common stockholders per share - dilutedNet income attributable to common stockholders per share - diluted$0.92 $0.80 $0.51 
Weighted average shares of common stock outstanding - basic71,198,862
 62,723,021
 54,024,923
Weighted average shares of common stock outstanding - basic170,467,365 139,294,882 120,873,624 
Weighted average shares of common stock outstanding - diluted71,598,654
 62,965,554
 54,024,923
Weighted average shares of common stock outstanding - diluted170,978,272 140,075,689 121,178,310 


The accompanying notes are an integral part of these consolidated financial statements.

F-5


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
 Year Ended December 31,
 202220212020
Net income$177,157 $136,246 $80,895 
Other comprehensive income (loss): cash flow hedge adjustments18,846 8,333 (10,880)
Comprehensive income196,003 144,579 70,015 
Less: comprehensive income attributable to noncontrolling interests(10,298)(8,503)(3,779)
Comprehensive income attributable to Rexford Industrial Realty, Inc.$185,705 $136,076 $66,236 
 Year Ended December 31,
  2017  2016  2015
Net income$41,700
 $25,876
 $1,950
Other comprehensive income (loss): cash flow hedge adjustment3,425
 6,693
 (1,742)
Comprehensive income45,125
 32,569
 208
Less: comprehensive income attributable to noncontrolling interests(1,059) (965) (36)
Comprehensive income attributable to common stockholders$44,066
 $31,604
 $172


The accompanying notes are an integral part of these consolidated financial statements.




F-6

REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands - except share data)
 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Balance at December 31, 2019$242,327 113,793,300 $1,136 $2,439,007 $(118,751)$(7,542)$2,556,177 $66,272 $2,622,449 
Issuance of common stock— 17,253,161 173 739,810 — — 739,983 — 739,983 
Offering costs— — — (5,887)— — (5,887)— (5,887)
Issuance of OP Units— — — — — — — 179,262 179,262 
Issuance of 4.00% cumulative redeemable convertible preferred units— — — — — — — 40,787 40,787 
Share-based compensation— 110,737 1 3,290 — — 3,291 9,803 13,094 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (27,473)— (1,278)— — (1,278)— (1,278)
Conversion of OP Units to common stock— 296,313 3 7,657 — — 7,660 (7,660)— 
Net income14,545 — — — 61,858 — 76,403 4,492 80,895 
Other comprehensive loss— — — — — (10,167)(10,167)(713)(10,880)
Preferred stock dividends ($1.468752 per series A preferred and series B preferred share and $1.406252 per series C preferred share)(14,545)— — — — — (14,545)— (14,545)
Preferred unit distributions— — — — — — — (2,546)(2,546)
Common stock dividends ($0.86 per share)— — — — (106,496)— (106,496)— (106,496)
Common unit distributions— — — — — — — (4,246)(4,246)
Balance at December 31, 2020$242,327 131,426,038 $1,313 $3,182,599 $(163,389)$(17,709)$3,245,141 $285,451 $3,530,592 
Issuance of common stock— 28,484,776 286 1,644,411 — — 1,644,697 — 1,644,697 
Offering costs— — — (18,606)— — (18,606)— (18,606)
Redemption of 5.875% series A preferred stock(86,651)— — — (3,349)— (90,000)— (90,000)
Share-based compensation— 108,774 1 3,855 — — 3,856 16,007 19,863 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (29,305)— (1,428)— — (1,428)— (1,428)
Conversion of OP Units to common stock— 521,199 5 17,461 — — 17,466 (17,466)— 
Net income12,563 — — — 115,678 — 128,241 8,005 136,246 
Other comprehensive income— — — — — 7,835 7,835 498 8,333 
Preferred stock dividends ($0.917970 per series A preferred share, $1.468752 per series B preferred share and $1.406252 per series C preferred share)(12,563)— — — — — (12,563)— (12,563)
Preferred unit distributions— — — — — — — (2,832)(2,832)
Common stock dividends ($0.96 per share)— — — — (140,060)— (140,060)— (140,060)
Common unit distributions— — — — — — — (6,547)(6,547)
Balance at December 31, 2021$155,676 160,511,482 $1,605 $4,828,292 $(191,120)$(9,874)$4,784,579 $283,116 $5,067,695 
F-7

 Preferred Stock 
Number of
Shares
 
Common
Stock
 
Additional
Paid-in Capital
 Cumulative Distributions in Excess of Earnings 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests
 Total Equity
Balance at December 31, 2014$—
 43,702,442
 $434
 $542,318
 $(21,673) $(1,331) $519,748
 $26,129
 $545,877
Issuance of common stock—
 11,500,500
 115
 183,892
 —
 —
 184,007
 —
 184,007
Offering costs—
 —
 —
 (8,174) —
 —
 (8,174) —
 (8,174)
Share-based compensation—
 120,178
 1
 1,764
 —
 —
 1,765
 87
 1,852
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock—
 (12,670) —
 (191) —
 —
 (191) —
 (191)
Conversion of units to common stock—
 288,234
 3
 3,159
 —
 —
 3,162
 (3,162) —
Repurchase of operating partnership units—
 —
 —
 (46) —
 —
 (46) (90) (136)
Net income—
 —
 —
 —
 1,874
 —
 1,874
 76
 1,950
Other comprehensive loss—
 —
 —
 —
 —
 (1,702) (1,702) (40) (1,742)
Common stock dividends—
 —
 —
 —
 (28,304) —
 (28,304) —
 (28,304)
Distributions—
 —
 —
 —
 —
 —
 —
 (1,395) (1,395)
Balance at December 31, 2015—
 55,598,684
 553
 722,722
 (48,103) (3,033) 672,139
 21,605
 693,744
Issuance of preferred stock90,000
 —
 —
 —
 —
 —
 90,000
 —
 90,000
Issuance of common stock—
 10,752,683
 108
 191,882
 —
 —
 191,990
 —
 191,990
Offering costs(3,349) —
 —
 (8,662) —
 —
 (12,011) —
 (12,011)
Share-based compensation—
 79,736
 1
 2,009
 —
 —
 2,010
 1,972
 3,982
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock—
 (36,374) —
 (747) —
 —
 (747) —
 (747)
Conversion of units to common stock—
 59,646
 —
 630
 —
 —
 630
 (630) —
Acquisition of real estate portfolio—
 —
 —
 —
 —
 —
 —
 125
 125
Net income1,983
 —
 —
 —
 23,143
 —
 25,126
 750
 25,876
Other comprehensive income—
 —
 —
 —
 —
 6,478
 6,478
 215
 6,693
Preferred stock dividends(1,983) —
 —
 —
 —
 —
 (1,983) —
 (1,983)
Common stock dividends—
 —
 —
 —
 (34,317) —
 (34,317) —
 (34,317)
Distributions—
 —
 —
 —
 —
 —
 —
 (1,212) (1,212)
Balance at December 31, 201686,651
 66,454,375
 $662
 $907,834
 $(59,277) $3,445
 $939,315
 $22,825
 $962,140
 Preferred StockNumber of
Shares		Common
Stock		Additional
Paid-in Capital		Cumulative Distributions in Excess of EarningsAccumulated
Other
Comprehensive
Income (Loss)		Total
Stockholders’
Equity		Noncontrolling
Interests		Total Equity
Issuance of common stock— 28,343,395 283 1,831,490 — — 1,831,773 — 1,831,773 
Offering costs— — — (22,542)— — (22,542)— (22,542)
Issuance of OP Units— — — — — — — 56,167 56,167 
Issuance of 3.00% cumulative redeemable convertible preferred units— — — — — — — 12,000 12,000 
Share-based compensation— 123,542 1 5,547 — — 5,548 23,488 29,036 
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock— (31,576)— (2,156)— — (2,156)— (2,156)
Conversion of OP Units to common stock— 167,286 2 6,236 — — 6,238 (6,238)— 
Acquisition of private REIT - preferred units— — — — ��� — — 122 122 
Net income9,258 — — — 158,326 — 167,584 9,573 177,157 
Other comprehensive income— — — — — 18,121 18,121 725 18,846 
Preferred stock dividends ( $1.468752 per series B preferred share and $1.406252 per series C preferred share)(9,258)— — — — — (9,258)— (9,258)
Preferred unit distributions— — — — — — — (3,124)(3,124)
Common stock dividends ($1.26 per share)— — — — (222,949)— (222,949)— (222,949)
Common unit distributions— — — — — — — (9,425)(9,425)
Balance at December 31, 2022$155,676 189,114,129 $1,891 $6,646,867 $(255,743)$8,247 $6,556,938 $366,404 $6,923,342 


 Preferred Stock 
Number of
Shares
 
Common
Stock
 
Additional
Paid-in Capital
 Cumulative Distributions in Excess of Earnings 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests
 Total Equity
Issuance of preferred stock75,000
 —
 —
 —
 —
 —
 75,000
 —
 75,000
Issuance of common stock—
 11,968,927
 119
 336,515
 —
 —
 336,634
 —
 336,634
Offering costs(2,525) —
 —
 (5,734) —
 —
 (8,259) —
 (8,259)
Share-based compensation—
 68,768
 1
 2,145
 —
 —
 2,146
 3,414
 5,560
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock—
 (57,444) —
 (1,568) —
 —
 (1,568) —
 (1,568)
Conversion of units to common stock—
 61,256
 —
 618
 —
 —
 618
 (618) —
Redemption of preferred stock in connection with liquidation of private REIT—
 —
 —
 —
 —
 —
 —
 (125) (125)
Net income5,875
 —
 —
 —
 34,837
 —
 40,712
 988
 41,700
Other comprehensive income—
 —
 —
 —
 —
 3,354
 3,354
 71
 3,425
Preferred stock dividends(5,288) —
 —
 —
 —
 —
 (5,288) —
 (5,288)
Common stock dividends—
 —
 —
 —
 (42,618) —
 (42,618) —
 (42,618)
Distributions—
 —
 —
 —
 —
 —
 —
 (1,347) (1,347)
Balance at December 31, 2017$159,713
 78,495,882
 $782
 $1,239,810
 $(67,058) $6,799
 $1,340,046
 $25,208
 $1,365,254


The accompanying notes are an integral part of these consolidated financial statements.

F-8


REXFORD INDUSTRIAL REALTY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income$177,157 $136,246 $80,895 
Adjustments to reconcile net income to net
   cash provided by operating activities:		  
Depreciation and amortization196,794 151,269 115,269 
Amortization of (below) above market lease intangibles, net(31,209)(15,443)(10,533)
Impairment of right-of-use asset— 992 — 
Loss on extinguishment of debt915 505 104 
Gains on sale of real estate(8,486)(33,929)(13,617)
Amortization of debt issuance costs2,689 1,919 1,505 
Amortization of discount (premium) on notes payable, net250 26 (188)
Equity based compensation expense28,426 19,506 12,871 
Straight-line rent(31,220)(20,903)(11,406)
Payments for termination/settlement of interest rate derivatives(589)(4,045)(1,239)
Amortization related to termination/settlement of interest rate derivatives531 2,280 218 
Change in working capital components:  
Rents and other receivables(2,858)(745)(4,030)
Deferred leasing costs(17,762)(17,473)(10,447)
Other assets(594)(6,357)(2,352)
Sales-type lease receivable— — 20,302 
Accounts payable, accrued expenses and other liabilities9,304 11,895 4,825 
Tenant security deposits6,294 6,776 (415)
Prepaid rents(1,947)(1,056)1,232 
Net cash provided by operating activities327,695 231,463 182,994 
CASH FLOWS FROM INVESTING ACTIVITIES:   
Acquisition of investments in real estate(2,328,430)(1,858,413)(928,687)
Capital expenditures(135,095)(102,475)(78,765)
Payment for deposits on real estate acquisitions(1,000)(8,445)(4,067)
Proceeds from sale of real estate15,315 56,566 23,996 
Net cash used in investing activities(2,449,210)(1,912,767)(987,523)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Redemption of preferred stock— (90,000)— 
Issuance of common stock, net1,809,231 1,626,091 734,096 
Proceeds from borrowings2,714,000 1,264,557 471,844 
Repayment of borrowings(2,176,606)(1,095,280)(175,671)
Debt issuance costs(7,300)(4,555)(6,085)
Dividends paid to preferred stockholders(9,258)(12,563)(14,545)
Dividends paid to common stockholders(201,902)(129,793)(99,292)
Distributions paid to common unitholders(8,582)(6,418)(3,328)
Distributions paid to preferred unitholders(3,124)(2,832)(2,546)
Repurchase of common shares to satisfy employee tax withholding requirements(2,156)(1,428)(1,278)
Net cash provided by financing activities2,114,303 1,547,779 903,195 
Increase (decrease) in cash, cash equivalents and restricted cash(7,212)(133,525)98,666 
Cash, cash equivalents and restricted cash, beginning of period43,998 177,523 78,857 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 $177,523 
Supplemental disclosure of cash flow information:  
Cash paid for interest (net of capitalized interest of $12,236, $4,550 and $3,925 for the years December 31, 2022, 2021 and 2020, respectively)$44,811 $32,979 $27,924 
Supplemental disclosure of noncash transactions:
Operating lease right-of-use assets obtained in exchange for lease liabilities$6,363 $— $3,204 
Issuance of operating partnership units in connection with acquisition of real estate$56,167 $— $179,262 
Issuance of 4.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$— $— $40,787 
Issuance of 3.0% cumulative redeemable convertible preferred units in connection with acquisition of real estate$12,000 $— $— 
Acquisition of private REIT - preferred units$122 $— $— 
Assumption of debt in connection with acquisition of real estate including loan premium$— $16,512 $65,264 
Accrual for capital expenditures$29,074 $15,700 $11,811 
Accrual of dividends and distributions$62,033 $40,143 $29,747 
Lease reclassification from operating lease to sales-type lease:
Sales-type lease receivable$— $— $20,302 
Investments in real estate, net— — (16,117)
Deferred rent receivable, net— — (63)
Deferred leasing costs, net— — (164)
Acquired lease intangible assets, net— — (136)
Gain on sale recognized due to lease classification$— $— $3,822 
 Year Ended December 31,
  2017  2016  2015
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$41,700
 $25,876
 $1,950
Adjustments to reconcile net income to net
   cash provided by operating activities:
     
Equity in income from unconsolidated real estate entities(11) (1,451) (93)
Provision for doubtful accounts1,061
 1,287
 1,448
Depreciation and amortization64,852
 51,407
 41,837
Amortization of (below) above market lease intangibles, net(2,270) (78) 202
Amortization of loan origination fees(150) (150) —
Accretion of discount on notes receivable—
 —
 (178)
Deferred interest income on notes receivable84
 (84) —
Gain from early repayment of notes receivable—
 —
 (581)
(Gain) loss on extinguishment of debt(25) —
 182
Gain on sale of real estate(29,573) (17,377) —
Amortization of loan costs1,147
 1,014
 812
Accretion of premium on notes payable(169) (238) (191)
Equity based compensation expense5,398
 3,835
 1,752
Straight-line rent(4,737) (4,507) (3,425)
Change in working capital components: 
  
  
Rents and other receivables(2,007) (988) (2,676)
Deferred leasing costs(5,693) (5,596) (3,421)
Other assets(1,491) 71
 (1,286)
Accounts payable, accrued expenses and other liabilities4,203
 1,667
 1,806
Tenant security deposits2,580
 2,155
 1,608
Prepaid rents1,751
 (411) 762
Net cash provided by operating activities76,650
 56,432
 40,508
CASH FLOWS FROM INVESTING ACTIVITIES:     
Acquisition of investments in real estate(664,361) (367,621) (230,599)
Capital expenditures(42,313) (31,928) (22,181)
Acquisition related deposits(2,475) —
 2,110
Distributions from unconsolidated real estate entities11
 5,530
 —
Issuance of notes receivable—
 (5,700) —
Principal repayments of notes receivable6,000
 —
 13,896
Disposition related deposits250
 —
 —
Proceeds from sale of real estate95,988
 38,505
 —
Net cash used in investing activities(606,900) (361,214) (236,774)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Issuance of preferred stock, net72,475
 86,651
 —
Issuance of common stock, net330,900
 183,386
 175,833
Proceeds from notes payable612,000
 263,000
 272,000
Repayment of notes payable(442,818) (179,223) (226,710)
Debt issuance costs(2,268) (1,925) (796)
Debt extinguishment costs(193) —
 (2)
Redemption of preferred stock in connection with liquidation of private REIT(125) —
 —
Dividends paid to preferred stockholders(5,288) (1,983) —
Dividends paid to common stockholders(40,207) (32,852) (26,042)
Distributions paid to common unitholders(1,313) (1,201) (1,095)
Repurchase of common shares to satisfy employee tax withholding requirements(1,568) (747) (191)
Repurchase of operating partnership units—
 —
 (136)
Net cash provided by financing activities521,595
 315,106
 192,861
(Decrease) increase in cash and cash equivalents(8,655) 10,324
 (3,405)
Cash, cash equivalents and restricted cash, beginning of period15,525
 5,201
 8,606
Cash, cash equivalents and restricted cash, end of period$6,870
 $15,525
 $5,201
Supplemental disclosure of cash flow information:     
Cash paid during the period for interest (net of capitalized interest of $1,694, $1,653 and $754 for 2017, 2016 and 2015, respectively)$18,423
 $13,943
 $6,147
Supplemental disclosure of noncash investing and financing transactions:     
Assumption of loan in connection with acquisition of real estate including loan premium$—
 $—
 $17,097
Capital expenditure accruals$2,216
 $1,284
 $610
Accrual of dividends$11,727
 $9,282
 $7,806


The accompanying notes are an integral part of these consolidated financial statements.




F-9

REXFORD INDUSTRIAL REALTY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.    Organization
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (“REIT”) focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we own, manage, lease, acquire and developredevelop industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial property. As of December 31, 2017,2022, our consolidated portfolio consisted of 151356 properties with approximately 18.542.4 million rentable square feet. In addition, we currently manage an additional 19 properties with approximately 1.2 million rentable square feet.
The terms “us,” “we,” “our,” and the “Company” as used in these financial statements refer to Rexford Industrial Realty, Inc. and, unless the context requires otherwise, its subsidiaries (including our Operating Partnership).

2.    Summary of Significant Accounting Policies
2.Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying financial statements are the consolidated financial statements of Rexford Industrial Realty, Inc. and its subsidiaries, including our Operating Partnership. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Under consolidation guidance, we have determined that our Operating Partnership is a variable interest entity because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, we are the primary beneficiary of the Operating Partnership because we have the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of December 31, 20172022 and 2016,2021, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.
The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC”) including modifications issued under Accounting Standards Updates (“ASUs”). Any reference to the number of properties, buildings and square footage are unaudited and outside the scope of our independent auditor’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short-term maturity of these investments.
Restricted Cash
Restricted cash is generally comprised of escrow reserves that we are required to set aside for future costs as required by certain agreements with our lenders, and from time to time, includes cash proceeds related tofrom property dispositionssales that are being held by qualified intermediaries for purposes of facilitating tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code (“1031 Exchange”of 1986, as amended (the “Code”). As
F-10

Restricted cash balances are included with cash and cash equivalent balances as of the beginning and ending of each period presented in the consolidated statements of cash flows. The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2017, we were under contract to sell our property located at 700 Allen. In connection with execution of the contract, the buyer made a non-refundable deposit of $250,000, that was placed into an account held at a qualified intermediary to facilitate a future 1031 Exchange transaction. As of December 31, 2017, this deposit is included in restricted cash on our consolidated balance sheets.2022 and 2021 (in thousands):

Year Ended December 31,
20222021
Cash and cash equivalents$43,987 $176,293 
Restricted cash11 1,230 
Cash, cash equivalents and restricted cash, beginning of period$43,998 $177,523 
Cash and cash equivalents$36,786 $43,987 
Restricted cash— 11 
Cash, cash equivalents and restricted cash, end of period$36,786 $43,998 

Notes Receivable
We record notes receivable at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances, as applicable. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.
On July 1, 2016, we made a $6.0 million mortgage loan secured by a 64,965 rentable square foot industrial property located in Rancho Cucamonga, California, that was subsequently repaid by the borrower on June 23, 2017. In connection with this origination, we collected a $0.3 million loan fee from the borrower. The loan bore interest at 10% per annum and had a stated maturity date of June 30, 2017. Additionally, the borrower had the option to defer up to $14 thousand of interest, otherwise payable per month, to be added to the principal to be paid in full on the maturity date. At the time of repayment, the outstanding principal balance on the loan was $6.2 million.
InvestmentInvestments in Real Estate
Acquisitions
On January 5, 2017, the FASB issued    We account for acquisitions of properties under ASU 2017-01, Business Combinations - Combinations–Clarifying the Definition of a Business (“ASU 2017-01’), which provides a new framework for determining whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 clarifies that when substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similar assets, the set of assetsbusinesses and activities is not a business. ASU 2017-01 alsofurther revises the definition of a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, and early adoption is permitted.
Effective January 1, 2017, we early adopted ASU 2017-01. We evaluated thebusiness. Our acquisitions that we completed during the year ended December 31, 2017 and determined that under the new framework these transactions should be accounted for as asset acquisitions. See Note 3.
We evaluate each of our property acquisitions to determine whether the acquired set of assets and activities (collectively referred to as a “set”) meets the definition of a business and will need to be accounted for as a business combination. A set would fail to qualify as a business if either (i) substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets or (ii) the set is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. An acquired process is considered substantive if (i) the process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process, (ii) the process cannot be replaced without significant cost, effort, or delay or (iii) the process is considered unique or scarce.
We expect that most of our property acquisitions willproperties generally notno longer meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiableand accordingly are accounted for as asset or group of similar identifiable assets or because the acquisition does not include a substantive process.acquisitions.
When we acquire a property that meets the business combination accounting criteria,    For asset acquisitions, we allocate the purchase price to the various componentscost of the acquisition, based uponwhich includes cash and non-cash consideration paid to the seller and associated acquisition transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value of each component on the acquisition date. The componentsbasis. These individual assets and liabilities typically include land, building and improvements, tenant improvements, intangible assets and liabilities related to aboveabove- and below marketbelow-market leases, intangible assets related to in-place leases, debt and otherfrom time to time, assumed assets and liabilities. Acquisition related costs are expensed as incurred. Because of the timing or complexity of completing certain fair value adjustments, the initial purchase price allocation may be incomplete at the end of a reporting period, in which case we may record provisional purchase price allocation amounts based on information available at the acquisition date. Subsequent adjustments to provisional amounts are recognized during the measurement period, which cannot exceed one year from the date of acquisition.
For acquisitions that do not meet the business combination accounting criteria, we allocate the cost of the acquisition, which includes any associated acquisition costs, to the individual assets and liabilities assumed on a relative fair value basis.mortgage debt. As there is no measurement period concept for an asset acquisition, the allocated cost of the acquired assets should beis finalized in the period in which the acquisition occurred.occurs.
We determine the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant.  This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon Level 3 inputs, which are unobservable inputs based on the Company’s assumptions aboutwith respect to the assumptions a market participant would use.  These Level 3 inputs include discount rates, capitalization rates, market rentsrental rates, rental growth rates and comparable sales data, including land sales, for similar


properties.  Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions.   In calculatingdetermining the “as-if-vacant” value for acquisitions completedthe properties we acquired during the year ended December 31, 2017,2022, we used discount rates ranging from 5.50%4.75% to 7.50% and 9.50% andexit capitalization rates ranging from 4.25%3.75% to 7.50%6.25%.
In determining the fair value of intangible lease assets or liabilities, we also consider Level 3 inputs.  Acquired above- and below-market leases are valued based on the present value of the difference between prevailing market rental rates and the in-place rental rates measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases, if applicable.  The estimated fair value of acquired in-place at-market tenant leases are the estimated costs that would have been incurred to lease the property to the occupancy level of the property at the date of acquisition. Such estimates includeWe consider estimated costs such as the value associated with leasing commissions, legal and other costs, as well as the estimated period of time necessary to lease such property that would be incurred to lease thea property to its occupancy level at the time of its acquisition. In determining the fair value of acquisitions completed during the year ended December 31, 2017,2022, we used an estimated average lease-up period ranging from six months to 18twelve months.
The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and amortized to “interest expense” over the life of the debt assumed. The valuation of assumed liabilities isare based on our estimate of the current market rates for similar liabilities in effect at the acquisition date.
F-11

Capitalization of Costs
We capitalize direct costs incurred in developing, renovating, rehabilitating and improving real estate assets as part of the investment basis. This includes certain general and administrative costs, including payroll, bonus, and noncashnon-cash equity compensation of the personnel performing development,redevelopment, renovations and rehabilitation if such costs are identifiable to a specific activity to get the real estate asset ready for its intended use. During the developmentredevelopment and construction periods of a project, we also capitalize interest, real estate taxes and insurance costs. We cease capitalization of costs upon substantial completion of the project, but no later than one year from cessation of major construction activity. If some portions of a project are substantially complete and ready for use and other portions have not yet reached that stage, we cease capitalizing costs on the completed portion of the project but continue to capitalize for the incomplete portion of the project. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred.
We capitalized interest costs of $1.7$12.2 million, $1.7$4.5 million and $0.8$3.9 million during the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively. We capitalized real estate taxes and insurance aggregating $5.2 million, $2.2 million, and $1.2 million $0.8 million and $0.8 million during the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively. We capitalized compensation costs for employees who provide construction services of $1.9$8.7 million, $1.0$6.1 million and $0.9$4.1 million during the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively.
Depreciation and Amortization
Real estate, including land, building and land improvements, tenant improvements, furniture, fixtures and equipment and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and amortization, unless circumstances indicate that the cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value as discussed below in our policy with regard to impairment of long-lived assets. We estimate the depreciable portion of our real estate assets and related useful lives in order to record depreciation expense.
The values allocated to buildings, site improvements, in-place lease intangibles and tenant improvements are depreciated on a straight-line basis using an estimated remaininguseful life ofthat typically ranges from 10-30 years for buildings, 5-205-25 years for site improvements, and the shorter of the estimated useful life or respective lease term for in-place lease intangibles and tenant improvements.
As discussed above in—in —Investments Inin Real Estate—Acquisitions, in connection with property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an acquired lease intangible asset or liability and amortized to “rental revenues”income” over the remaining term of the related leases.
Our estimate of the useful life of our assets is evaluated upon acquisition and when circumstances indicate that a change in the useful life has occurred, which requires significant judgment regarding the economic obsolescence of tangible and intangible assets.
Assets Held for Sale
We classify a property as held for sale when all of the criteria set forth in ASC Topic 360: Property, Plant and Equipment (“ASC 360”) have been met. The criteria are as follows: (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject


only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. At the time we classify a property as held for sale, we cease recording depreciation and amortization. A property classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell. See Note 12.
Deferred Leasing Costs
We capitalize costs directly related to the successful originationAs of a lease. These costs include leasing commissions paid to third parties for new leases or lease renewals, as well as an allocation of compensation costs, including payroll, bonus and non-cash equity compensation, of employees who spend time on lease origination activities. In determining the amount of compensation costs to be capitalized for these employees, allocations are made based on estimates of the actual amount of time spent working on successful leases in comparison to time spent on unsuccessful origination efforts. We capitalized compensation costs for these employees of $1.0 million, $0.6 million and $0.5 million during the years ended December 31, 2017, 2016 and 2015, respectively.2022, we did not have any properties classified as held for sale. As of December 31, 2021, our property located at 28159 Avenue Stanford in Valencia, California was classified as held for sale. See “Note 3 – Investments in Real Estate” for details.
F-12

Impairment of Long-Lived Assets
In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360, we assess the carrying values of our respective long-lived assets, including goodwill,operating lease right-of-use assets (“ROU assets”), whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
Recoverability of real estate assets and other long-lived assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows.
To review real estate assets for recoverability, we consider current market conditions as well as our intent with respect to holding or disposing of the asset. The intent with regardregards to the underlying assets might change as market conditions and other factors change. For office space ROU assets, the execution of a sublease where the remaining lease payments of the original office space lease exceed the sublease receipts reflects an indication of impairment which suggests the carrying value of the ROU asset may not be recoverable. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property, quoted market values and third partythird-party appraisals, where considered necessary. The use of projected future cash flows is based on assumptions that are consistent with estimates of future expectations and the strategic plan used to manage our underlying business.
If our analysis indicates that the carrying value of the real estate asset and other long-lived assets is not recoverable on an undiscounted cash flow basis, we will recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
Assumptions and estimates used in the recoverability analyses for future cash flows, discount rates and capitalization rates are complex and subjective. Changes in economic and operating conditions or our intent with respect to our investment that occur subsequent to our impairment analyses could impact these assumptions and result in future impairment of our real estate properties.
Investment in Unconsolidated Real Estate Entities
Investments in unconsolidated During the years ended December 31, 2022, 2021 or 2020, there were no impairment charges recorded to the carrying value of our real estate entitiesproperties. During the year ended December 31, 2021, in whichconnection with the execution of a sublease for one of our office space leases, we have the abilityrecorded a $1.0 million impairment charge to exercise significant influence (but not control) are accounted for under the equity method of investment.  Under the equity method, we initially record our investment at cost, and subsequently adjust for equity in earnings or losses and cash contributions and distributions. Any difference betweenreduce the carrying amount of these investments on the balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in income (loss) from unconsolidated real estate over the lifevalue of the related ROU asset. Under the equity method of accounting, our net equity investmentThe impairment charge is reflected within the consolidated balance sheets, and our share of net income or loss from the joint ventures is included withinpresented in “Other expenses” in the consolidated statements of operations. Furthermore, distributions received from equity method investments are classified as either operating cash inflows or investing cash inflows in the consolidated statements of cash flows using the “nature of the distribution approach,” in which each distribution is evaluated on the basis of the source of the payment.  See Note 11.


also “Note 6 – Leases” for details.
Income Taxes
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with our initial taxable year ended December 31, 2013. To qualify as a REIT, we are required (among other things) to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to matters such as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we qualify for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to qualify as a REIT in any taxable year, and were unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to regular federal corporate income tax, at regular corporate rates, including any applicable alternative minimum tax.tax for taxable years prior to 2018.
In addition,We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
We are subject to taxation by various state and local jurisdictions, including those in which we transact business or reside. OurOther than our Subsidiary REIT (a private REIT acquired on July 18, 2022), our non-taxable REIT subsidiaries, including our Operating Partnership, are either partnerships or disregarded entities for federal income tax purposes. Under applicable federal and state income tax rules, the allocated share of net income or loss from disregarded entities and flow-through entities such as partnerships is reportable in the income tax returns of the respective equity holders. Our taxable REIT subsidiary is a C-corporation subject to federal and state income tax. However, it has a cumulative unrecognized net operating loss carryforward. Accordingly, no income tax provision is included in the accompanying consolidated financial statements for the years ended December 31, 2017, 20162022, 2021 and 2015.2020.
We periodically evaluate our tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, 20172022 and 2016,2021, we have not established a liability for uncertain tax positions.
F-13

Derivative Instruments and Hedging Activities
    We are exposed to certain risks arising from both our business operations and economic conditions.  We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources and duration of our debt funding and through the use of derivative financial instruments.  Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  Our derivative financial instruments are used to manage differences in the amount, timing and duration of our known or expected cash payments principally related to our borrowings.
In accordance with ASC Topic 815: Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by ASC 815, we record all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, and whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional value. From time to time, we also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances (“treasury rate lock agreements”). The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in accumulated other comprehensive income/(loss) (“AOCI”). Upon the termination of a derivative for which cash flow hedging was being applied, the balance, which was recorded in AOCI, is amortized to interest expense over the remaining contractual term of the derivative as long as the hedged forecasted transactions continue to be probable of occurring. Upon the settlement of treasury rate lock agreements, amounts remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. Cash payments made to terminate or settle interest rate derivatives are presented in cash flows provided by operating activities in the accompanying consolidated statements of cash flows, given the nature of the underlying cash flows that the derivative was hedging. See Note 7.“Note 7 – Interest Rate Derivatives” for details.
Revenue Recognition
    Our primary sources of income are rental income, management and leasing services and gains on sale of real estate.
Rental Income
We recognize revenue from rent, tenant reimbursements and other revenue sources once all of the following criteria are met: persuasive evidence of an arrangement exists, the delivery has occurred or services rendered, the fee is fixed and determinable and collectability is reasonably assured. Minimumlease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for minimum base rents plus reimbursement for certain operating expenses. Total minimum annual rental revenueslease payments are recognized in rental revenuesincome on a straight-line basis over the term of the related lease.lease, regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. Lease termination fees, which are included in rental income, are recognized when the related leases are canceled and we have no continuing obligation to provide services to such former tenants.
Our lease agreements with tenants generally contain provisions that require tenants to reimburse us for certain property expenses. Estimated reimbursements from tenants for these property expenses, which include real estate taxes, insurance, common area maintenance and other recoverable operating expenses, are recognized as revenues in the period that the expenses are incurred. Subsequent to year-end, we perform final reconciliations on a lease-by-lease basis and bill or credit each tenant for any cumulative annual adjustments. Lease terminationAs the timing and pattern of revenue recognition is the same and as the lease component would be classified as an operating lease if it were accounted for separately, rents and tenant reimbursements are treated as a combined lease component and presented as a single line item “Rental income” in our consolidated statements of operations.
We record revenues and expenses on a gross basis for lessor costs (which include real estate taxes) when these costs are reimbursed to us by our tenants. Conversely, we record revenues and expenses on a net basis for lessor costs when they are paid by our tenants directly to the taxing authorities on our behalf.
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Management and leasing services
We provide property management services and leasing services to related party and third-party property owners, the customer, in exchange for fees and commissions. Property management services include performing property inspections, monitoring repairs and maintenance, negotiating vendor contracts, maintaining tenant relations and providing financial and accounting oversight. For these services, we earn monthly management fees, which are included in rental revenues inbased on a fixed percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the accompanying consolidated statements of operations, are recognized whenservices is passed to the related leasecustomer simultaneously as performance occurs. Accordingly, management fee revenue is canceled and we have no continuing obligation to provide services to such former tenant.
Revenues from management, leasing and developmentearned as the services are recognizedprovided to our customers.
Leasing commissions are earned when we provide leasing services that result in an executed lease with a tenant. We have determined that control over the related services have been providedis transferred to the customer upon execution of each lease agreement. We earn leasing commissions based on a fixed percentage of rental income generated for each executed lease agreement and earned.there is no variable income component.

Gain or Loss on Sale of Real Estate

The recognition of gains on salesWe account for dispositions of real estate requires usproperties, which are considered nonfinancial assets, in accordance with ASC 610-20: Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets and recognize a gain or loss on sale of real estate upon transferring control of the nonfinancial asset to the purchaser, which is generally satisfied at the time of sale. If we were to conduct a partial sale of real estate by transferring a controlling interest in a nonfinancial asset, while retaining a noncontrolling ownership interest, we would measure the timingany noncontrolling interest received or retained at fair value, and recognize a full gain or loss. If we receive consideration before transferring control of a sale against various criteria related to the termsnonfinancial asset, we recognize a contract liability. If we transfer control of the transaction, as well as any continuing involvement inasset before consideration is received, we recognize a contract asset.
When leases contain purchase options, we assess the formprobability that the tenant will execute the purchase option both at lease commencement and at the time the tenant communicates its intent to exercise the purchase option. If we determine the exercise of management or financial assistance associated with the property. If the sales criteria are not met,purchase option is reasonably certain, we defer gain recognition andwill account for the continued operationslease as a sales-type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale of the property by applying the finance, profit-sharing or leasing method. If the sales criteria have been met, we further analyze whether profit recognition is appropriate using the full accrual method. If the criteria to recognize profit using the full accrual method have not been met, we defer the gain and recognize it when the criteria are met or use the installment or cost recovery method as appropriate under the circumstances. See Note 12 for discussion of dispositions.real estate.
Valuation of Operating Lease Receivables
We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding receivables.receivables, including deferred rent receivables arising from the straight-line recognition of rental income, related to our operating leases. In order to mitigate these risks, we perform credit reviews and analyses on prospective tenants before significant leases are executed and on existing tenants before properties are acquired. We specifically analyze aged receivables, customer credit-worthiness, historical bad debts and current economic trends when evaluating the adequacyOn a quarterly basis, we perform an assessment of the allowancecollectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing the age and nature of our receivables, the payment history and financial condition of the tenant, our assessment of the tenant’s ability to meet its lease obligations and the status of negotiations of any disputes with the tenant. Any changes in the collectability assessment for doubtful accounts.an operating lease is recognized as an adjustment, which can be a reduction or increase, to rental income in the consolidated statements of operations. As a result of our periodic analysis,quarterly collectability assessments, we maintain an allowance for estimated losses that may result from the inability of our tenantsrecognized $0.4 million as a net increase adjustment to make required payments. This estimate requires significant judgment related to the lessees’ ability to fulfill their obligations under the leases. We believe our allowance for doubtful accounts is adequate for our outstanding receivables for the periods presented. Ifrental income and $0.5 million and $5.0 million as a tenant is insolvent or files for bankruptcy protection and fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the net outstanding balances, which include amounts recognized as straight-line revenue not realizable until future periods.
Rents and other receivables, net and deferred rent receivables, net consisted of the following as of December 31, 2017 and 2016 (in thousands):
 December 31,
 2017 2016
Rents and other receivables$5,369
 $5,565
Allowance for doubtful accounts(1,705) (2,816)
Rents and other receivables, net$3,664
 $2,749
    
Deferred rent receivable$15,912
 $11,903
Allowance for doubtful accounts(86) (30)
Deferred rent receivable, net$15,826
 $11,873
We recorded the following provision for doubtful accounts, including amounts related to deferred rents, as a reduction to rental revenuesincome in ourthe consolidated statements of operations for the years ended December 31, 2017, 20162022, 2021, and 2015, (in thousands):
2020 respectively.
 Year Ended December 31,
  2017  2016  2015
Provision for doubtful accounts$1,118
 $1,233
 $1,462
Deferred Leasing Costs
We capitalize the incremental direct costs of originating a lease that would not have been incurred had the lease not been executed. As a result, deferred leasing costs will generally only include third-party broker commissions.
Debt Issuance Costs
Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a reduction from the carrying value of the debt liability. This offset against the debt liability is treated similarly to a debt discount, which effectively reduces the proceeds of a borrowing. For line of credit arrangements, we present debt issuance costs as an asset and amortize the cost over the term of the line of credit arrangement. See Note 5.“Note 5 – Notes Payable” for details.
Equity Based Compensation
We account for equity basedequity-based compensation in accordance with ASC Topic 718 718: Compensation – Stock Compensation.  Total compensation cost for all share-based awards is based on the estimated fair market value of the equity instrument issued on the grant date. For share-based awards that vest based solely on a service condition, we recognize compensation cost on a straight-line basis over the total requisite service period for the entire award.  For share-based awards that vest based on a market or performance


condition, we recognize compensation cost on a straight-line basis over the requisite service period of each separately vesting
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tranche.  For share-based awards that vest based on a performance condition, we recognize compensation cost based on the number of awards that are expected to vest based on the probable outcome of the performance condition. Compensation cost for these awards will be adjusted to reflect the number of awards that ultimately vest. Forfeitures are recognized in the period in which they occur. See Note 14.“Note 13 – Incentive Award Plan” for details.
Equity Offering CostsOfferings
Underwriting commissions and offering costs related to ourincurred in connection with common stock issuancesofferings and our at-the-market equity offering programs have been reflected as a reduction of additional paid-in capital. Underwriting commissions and offering costs related to our preferred stock issuances have been reflected as a direct reduction of the preferred stock balance.
Under relevant accounting guidance, sales of our common stock under forward equity sale agreements (as discussed in “Note 11 – Stockholders’ Equity”) are not deemed to be liabilities, and furthermore, meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments based on the following assessment: (i) none of the agreements’ exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to our own stock.
Earnings Per Share
We calculate earnings per share (“EPS”) in accordance with ASC 260 – 260: Earnings Per Share (“ASC 260”). Under ASC 260, nonvestedunvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in computingthe computation of basic EPS pursuant to the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings.
Basic EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.
Diluted EPS is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding determined for the basic EPS computation plus the potential effect of any dilutive securities.securities including shares issuable under forward equity sale agreements and unvested share-based awards under the treasury stock method. We include unvested shares of restricted stock and unvested LTIP units in the computation of diluted EPS by using the more dilutive of the two-class method or treasury stock method. We include unvested performance units as contingently issuable shares in the computation of diluted EPS once the market criteria are met, assuming that the end of the reporting period is the end of the contingency period. Any anti-dilutive securities are excluded from the diluted EPS calculation. See Note 15.“Note 14 – Earnings Per Share” for details.

Segment Reporting
Management views the Company as a single reportable segment based on its method of internal reporting in addition to its allocation of capital and resources.
Recently Issued Accounting PronouncementsLeases as a Lessee
Changes to GAAPWe determine if an arrangement is a lease at inception. Operating lease ROU assets are established by the FASBincluded in the form of ASUs to the FASB’s Accounting Standards Codification. We consider the applicability“Other assets” and impact of all ASUs.
Stock Compensation
On May 10, 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies the scope of modification accounting for share-based compensation arrangements by providing guidance on the types of changes to the termslease liabilities are included in “Accounts payable, accrued expenses and conditions of share-based compensation awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the impact of the guidance onother liabilities” in our consolidated financial statements and notes tobalance sheets. ROU assets represent our consolidated financial statements.
Leases
On February 25, 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), which sets out the principals for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors.
ASC 842 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASC 842 also requires lesseesterm and lease liabilities represent our obligation to classify leases as either finance or operating leasesmake lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on whether or notthe present value of lease payments over the lease is effectively a financed purchaseterm. Because our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of the leasedlease payments. The operating lease ROU asset by the lessee. This classification is usedalso includes any lease payments made and excludes lease incentives. Our lease terms may include options to evaluate whetherextend the lease when it is reasonably certain that we will exercise that option. Lease expense should befor lease payments is generally recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC 842 will impactlease through the accountingamortization of the ROU assets and disclosure requirementslease liabilities. Additionally, for our ground lease and other operating leases, where we are the lessee. See Note 10 for a summary of rent expense and remaining contractual payments under our ground lease and corporate offices leases.


ASC 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. ASC 842 specifies that payments for certain lease-related services (for example, maintenance services, includingdo not separate non-lease components, such as common area maintenance), which are often included inmaintenance, from associated lease agreements, represent "non-lease" components that will become subject to the guidance in ASC 2014-09, Revenue from Contracts with Customers, when ASC 842 becomes effective. In January 2018, the FASB proposed adding an optional practical expedient that would allow lessors to elect to not separatecomponents. See “Note 6 – Leases” for additional lessee disclosures required under lease and non-lease components if both of the following criteria are met: (1) the timing and pattern of recognition are the same for the non-lease component(s) and the related lease component, and (2) the combined single lease component would be classified as an operating lease.accounting standards.
Additionally, ASC 842 requires lessors to capitalize, as initial direct costs, only these costs that are incurred due to the execution of a lease. As a result, compensation costs related to employees who spend time on lease origination activities, regardless of whether their time leads to a successful lease, will no longer be capitalized as initial direct costs and instead will be expensed as incurred. See “Deferred Leasing Costs” above for a summary of employee related compensation costs capitalized during the years ended December 31, 2017, 2016 and 2015.
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ASC 842 is effective for annual periods beginning after December 15, 2018, and early adoption is permitted. ASC 842 requires the use of a modified retrospective approach for all leases existing at, or entered into after, the beginning of the earliest period presented in the consolidated financial statements, with certain practical expedients available. We are currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated financial statements.Reference Rate Reform
Revenue Recognition
On May 28, 2014,March 12, 2020, the FASB issued ASU 2014-09, Revenue from Contracts with Customers2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASC 606”ASU 2020-04”). ASC 606 establishes principlesASU 2020-04 contains practical expedients for reportingreference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the nature, amount, timingfirst quarter of 2020, we elected to apply the hedge accounting expedients related to probability and uncertaintythe assessments of revenues andeffectiveness for future London Interbank Offered Rate (“LIBOR”) indexed cash flows arising from an entity’s contracts with customers. The core principleto assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. As of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB subsequently issued additional ASUs which provide practical expedients, technical corrections and clarification of the new standard. ASC 606 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. Early application is permitted for annual periods beginning after December 15, 2016. ASC 606 permits the use of either the full retrospective transition method or a modified retrospective transition method. We will adopt ASC 606 on January 1, 2018, using the modified retrospective method.
As part of31, 2022, all our assessment and implementation of ASC 606, we evaluated each of our revenue streams to determine the sources of revenue that arederivatives impacted by ASC 606 and concluded that management services and leasing services are under the scope of ASC 606. We evaluated the impact of ASC 606 on the timing and pattern of revenue recognition for our management and leasing services contracts and determined there was no change in the timing or pattern of revenue recognition for these contracts as compared to current accounting practice. Accordingly, we do not expect the adoption of ASC 606 tothis guidance have a material impact on our consolidated financial statements.
Derivatives
On August 28, 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 simplifies hedge accounting by eliminating the requirement to separately measure and report hedge ineffectiveness. For cash flow hedges, ASU 2017-12 requires all changes in the fair value of the hedging instrument to be deferred in other comprehensive income and recognized in earnings at the same time that the hedged item affects earnings. ASU 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the impact of the guidance on our consolidated financial statements and notes to our consolidated financial statements.


been terminated.
Adoption of New Accounting Pronouncements
On November 17, 2016,In August 2020, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2016-18”2020-06”), which requires an entity’s reconciliation. ASU 2020-06 eliminates two of the three accounting models that require separate accounting for embedded conversion features in convertible instruments, simplifies the contract assessment for equity classification, requires the use of the if-converted method for all convertible instruments in diluted EPS calculations and expands disclosure requirements. ASU 2020-06 is effective for fiscal periods beginning after December 15, 2021, including interim periods within those fiscal years. On January 1, 2022, we adopted ASU 2020-06. The adoption of periodASU 2020-06 did not have any impact on our consolidated financial statements or overall EPS calculation. We continue to account for each of our various convertible instruments as a single equity instrument measured at historical cost as they do not have embedded features requiring bifurcation and endseparate accounting. See “Note 12 – Noncontrolling Interests” for additional information related to convertible instruments.
Recent Accounting Pronouncements (Issued and Not Yet Adopted)
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of period amounts shownEquity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions are not considered in measuring the fair value of equity securities, and requires specific disclosures for all entities with equity securities subject to a contractual sale restriction including (1) the fair value of such equity securities reflected in the statementbalance sheet, (2) the nature and remaining duration of cash flows to include with cashthe corresponding restrictions, and cash equivalents, amounts generally described(3) any circumstances that could cause a lapse in the restrictions. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale as restricted cash and restricted cash equivalents.a separate unit of account. ASU 2016-182022-03 is effective for fiscal years beginning after December 15, 2017,2023, including interim periods within those fiscal years, with early adoption permitted. We early adoptedare currently evaluating the potential impact of adopting ASU 2016-18, effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. Accordingly, we have included restricted cash with cash and cash equivalents2022-03.

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3.    Investments in our reconciliation of beginning of period and end of period amounts shown in our consolidated statements of cash flows for all periods presented. As a result of the adoption of ASU 2016-18, changes in restricted cash are no longer presented as a separate line item within cash flows from investing activities in our consolidated statements of cash flows since we have included restricted cash with cash and cash equivalents in our reconciliation of beginning and end of period amounts shown in our consolidated statements of cash flows. The adoption of ASU 2016-18 did not affect our statement of cash flows presentation for the years ended December 31, 2016 and 2015, as we did not have any restricted cash.Real Estate
    Acquisition Summary
The following table providessummarizes the wholly-owned properties we acquired during the year ended December 31, 2022:
PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price(1)
(in thousands)
444 Quay Avenue(2)
Los Angeles - South Bay1/14/202229,760 1 $10,760 
18455 Figueroa StreetLos Angeles - South Bay1/31/2022146,765 2 64,250 
24903 Avenue KearnyLos Angeles - San Fernando Valley2/1/2022214,436 1 58,463 
19475 Gramercy PlaceLos Angeles - South Bay2/2/202247,712 1 11,300 
14005 Live Oak AvenueLos Angeles - San Gabriel Valley2/8/202256,510 1 25,000 
13700-13738 Slover Ave(2)
San Bernardino - Inland Empire West2/10/202217,862 1 13,209 
Meggitt Simi ValleyVentura2/24/2022285,750 3 57,000 
21415-21605 Plummer StreetLos Angeles - San Fernando Valley2/25/2022231,769 2 42,000 
1501-1545 Rio Vista AvenueLos Angeles - Central3/1/202254,777 2 28,000 
17011-17027 Central AvenueLos Angeles - South Bay3/9/202252,561 3 27,363 
2843 Benet RoadSan Diego - North County3/9/202235,000 1 12,968 
14243 Bessemer StreetLos Angeles - San Fernando Valley3/9/202214,299 1 6,594 
2970 East 50th StreetLos Angeles - Central3/9/202248,876 1 18,074 
19900 Plummer StreetLos Angeles - San Fernando Valley3/11/202243,472 1 15,000 
Long Beach Business Park(3)
Los Angeles - South Bay3/17/2022123,532 4 24,000 
13711 Freeway Drive(4)
Los Angeles - Mid-Counties3/18/202282,092 1 34,000 
6245 Providence WaySan Bernardino - Inland Empire West3/22/202227,636 1 9,672 
7815 Van Nuys BlvdLos Angeles - San Fernando Valley4/19/202243,101 1 25,000 
13535 Larwin CircleLos Angeles - Mid-Counties4/21/202256,011 1 15,500 
1154 Holt BlvdSan Bernardino - Inland Empire West4/29/202235,033 1 14,158 
900-920 Allen AvenueLos Angeles - San Fernando Valley5/3/202268,630 2 25,000 
1550-1600 Champagne AvenueSan Bernardino - Inland Empire West5/6/2022124,243 2 46,850 
10131 Banana Avenue(2)
San Bernardino - Inland Empire West5/6/2022— — 26,166 
2020 Central AvenueLos Angeles - South Bay5/20/202230,233 1 10,800 
14200-14220 Arminta Street(5)
Los Angeles - San Fernando Valley5/25/2022200,003 1 80,653 
1172 Holt BlvdSan Bernardino - Inland Empire West5/25/202244,004 1 17,783 
1500 Raymond Avenue(4)
Orange County - North6/1/2022— — 45,000 
2400 Marine AvenueLos Angeles - South Bay6/2/202250,000 2 30,000 
14434-14527 San Pedro Street(4)
Los Angeles - South Bay6/3/2022118,923 1 49,105 
20900 Normandie AvenueLos Angeles - South Bay6/3/202274,038 1 39,980 
15771 Red Hill AvenueOrange County - Airport6/9/2022100,653 1 46,000 
14350 Arminta StreetLos Angeles - San Fernando Valley6/10/202218,147 1 8,400 
29125 Avenue PaineLos Angeles - San Fernando Valley6/14/2022175,897 1 45,000 
3935-3949 Heritage Oak CourtVentura6/22/2022186,726 1 56,400 
620 Anaheim StreetLos Angeles - South Bay6/23/202234,555 1 17,100 
400 Rosecrans Avenue(4)
Los Angeles - South Bay7/6/202228,006 1 8,500 
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PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price(1)
(in thousands)
3547-3555 Voyager StreetLos Angeles - South Bay7/12/202260,248 3 20,900 
6996-7044 Bandini BlvdLos Angeles - Central7/13/2022111,515 2 40,500 
4325 Etiwanda AvenueRiverside / San Bernardino - Inland Empire West7/15/2022124,258 1 47,500 
Merge-WestRiverside / San Bernardino - Inland Empire West7/18/20221,057,419 6 470,000 
6000-6052 & 6027-6029 Bandini BlvdLos Angeles - Central7/22/2022182,782 2 91,500 
3901 Via Oro AvenueLos Angeles - South Bay8/12/202253,817 1 20,000 
15650 Don Julian RoadLos Angeles - San Gabriel Valley8/12/202243,392 1 16,226 
15700 Don Julian RoadLos Angeles - San Gabriel Valley8/12/202240,453 1 15,127 
17000 Gale AvenueLos Angeles - San Gabriel Valley8/12/202229,888 1 11,176 
17909 & 17929 Susana RoadLos Angeles - South Bay8/17/202257,376 2 26,100 
2880 Ana StreetLos Angeles - South Bay8/25/202280,850 1 34,600 
920 Pacific Coast HighwayLos Angeles - South Bay9/1/2022148,186 1 100,000 
21022 & 21034 Figueroa StreetLos Angeles - South Bay9/7/202251,185 1 24,200 
13301 Main StreetLos Angeles - South Bay9/14/2022106,969 1 51,150 
20851 Currier Road(4)
Los Angeles - San Gabriel Valley10/5/202259,412 1 21,800 
3131 Harcourt Street & 18031 Susana RoadLos Angeles - South Bay11/15/202273,000 2 27,500 
14400 Figueroa StreetLos Angeles - South Bay11/22/2022121,062 4 49,000 
2130-2140 Del Amo BlvdLos Angeles - South Bay12/16/202299,064 2 41,900 
19145 Gramercy PlaceLos Angeles - South Bay12/16/2022102,143 1 37,000 
20455 Reeves AvenueLos Angeles - South Bay12/16/2022110,075 1 48,950 
14874 Jurupa AvenueSan Bernardino - Inland Empire West12/16/2022158,119 1 59,250 
10660 Mulberry AvenueSan Bernardino - Inland Empire West12/16/202249,530 1 10,950 
755 Trademark CircleSan Bernardino - Inland Empire West12/23/202234,427 1 10,500 
4500 Azusa Canyon RoadLos Angeles - San Gabriel Valley12/29/202277,266 1 40,000 
7817 Haskell AvenueLos Angeles - San Fernando Valley12/29/20227,327 1 11,050 
Total 2022 Property Acquisitions5,940,775 87 $2,391,927 
(1)Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Including $27.7 million of capitalized closing costs and acquisition related costs, the total aggregate initial investment was $2.42 billion. Each acquisition was funded with available cash on hand unless otherwise noted.
(2)Represents acquisition of an industrial outdoor storage site.
(3)The acquisition of the Long Beach Business Park was funded through a reconciliationcombination of cash cash equivalentson hand and restricted cash reported within the consolidated balance sheets that sum to the totalissuance of the same such amounts shown164,998 3.00% Cumulative Redeemable Convertible Preferred Units of partnership interest in the consolidated statementsOperating Partnership. See “Note 12 – Noncontrolling Interests – Preferred Units – Series 3 CPOP Units” for additional details.
(4)Represents acquisition of cash flows, asa current or near-term redevelopment site.
(5)On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of December 31, 2017 (in thousands):
 December 31, 2017
Cash and cash equivalents$6,620
Restricted cash250
Cash, cash equivalents and restricted cash, end of period.$6,870

On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses certain classification issues related to the statement of cash flows, including: (i) debt prepayment or debt extinguishment costs, (ii) contingent consideration payments made after a business combination and (iii) distributions received from equity method investees. ASU 2016-15 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We early adopted ASU 2016-15, effective July 1, 2016, and elected, as part of the adoption, to classify distributions received from equity method investees under the “nature of the distribution approach,” in which each distribution is evaluated on the basis of the source of the payment and classified as either operating cash inflows or investing cash inflows. The adoption of ASU 2016-15 did not affect have a material impact on our consolidated statements of cash flows.


3.Investments in Real Estate
REIT Portfolio Acquisition
On April 11, 2016, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) to acquire a private real estate investment trust (the “private REIT”) that owns a portfolio of nine industrial properties totaling approximately 1.5$80.7 million, rentable square feet (the “REIT Portfolio”) from a third-party seller in exchange for approximately $191.0 million in cash, exclusive of closing costscosts. The acquisition was funded through a combination of cash on hand and credits (the “REIT Portfolio Acquisition”).
On April 15, 2016, pursuant to the Stock Purchase Agreement, we consummated the transaction. As partissuance of the REIT Portfolio Acquisition, we acquired 100%954,000 common units of the private REIT’s common stock and 575 of 700 issued and outstanding shares of the private REIT’S 12.5% cumulative non-voting preferred stock (the “preferred stock”). The remaining 125 shares of preferred stock, which were held by unaffiliated third parties, were not immediately redeemed by us and remained outstandinglimited partnership interests in order to help us comply with federal income tax regulations applicable to REITs.
On June 22, 2017, we adopted a plan of liquidation and dissolution of the private REIT, and on December 31, 2017, we completed the liquidation of the private REIT, by distributing all assets to the Operating Partnership. As part of the liquidation process, we paid a liquidating distribution of $1,000 per share, or an aggregate liquidating distribution of $125,000, as payment in full for the redemption of the remaining 125 share of preferred stock not held by us.Partnership valued at $56.2 million.



F-19
Acquisition Summary


The following table sets forthsummarizes the wholly-owned industrial properties we acquired during the year ended December 31, 2017:2021:

PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price(1)
(in thousands)
15010 Don Julian Road(2)
Los Angeles - San Gabriel Valley1/5/202192,925 1 $22,200 
5002-5018 Lindsay CourtSan Bernardino - Inland Empire West1/11/202164,960 1 12,650 
514 East C Street(3)
Los Angeles - South Bay1/14/20213,436 1 9,950 
17907-18001 Figueroa StreetLos Angeles - South Bay1/26/202174,810 6 20,200 
7817 Woodley Avenue(4)
Los Angeles - San Fernando Valley1/27/202136,900 1 9,963 
8888-8892 Balboa Avenue(2)
San Diego - Central2/4/202186,637 2 19,800 
9920-10020 Pioneer BoulevardLos Angeles - Mid-Counties2/19/2021157,669 7 23,500 
2553 Garfield AvenueLos Angeles - Central3/19/202125,615 1 3,900 
6655 East 26th StreetLos Angeles - Central3/19/202147,500 1 6,500 
560 Main StreetOrange County - North3/19/202117,000 1 2,600 
4225 Etiwanda AvenueSan Bernardino - Inland Empire West3/23/2021134,500 1 32,250 
12118 Bloomfield Avenue(2)
Los Angeles - Mid-Counties4/14/202163,000 4 16,650 
256 Alondra Boulevard(3)
Los Angeles - South Bay4/15/20212,456 1 11,250 
19007 Reyes Avenue(2)(3)
Los Angeles - South Bay4/23/2021— — 16,350 
19431 Santa Fe Avenue(3)
Los Angeles - South Bay4/30/202114,793 3 10,500 
4621 Guasti RoadSan Bernardino - Inland Empire West5/21/202164,512 1 13,335 
12838 Saticoy StreetLos Angeles - San Fernando Valley6/15/2021100,390 1 27,250 
19951 Mariner AvenueLos Angeles - South Bay6/15/202189,272 1 27,400 
East 12th StreetLos Angeles - Central6/17/2021257,976 4 93,600 
29120 Commerce Center DriveLos Angeles - San Fernando Valley6/22/2021135,258 1 27,052 
20304 Alameda StreetLos Angeles - South Bay6/24/202177,758 2 13,500 
4181 Ruffin RoadSan Diego - Central7/8/2021150,144 1 35,750 
12017 Greenstone Avenue(3)
Los Angeles - Mid-Counties7/16/2021— 1 13,500 
1901 Via Burton(2)
Orange County - North7/26/2021— 1 24,211 
1555 Cucamonga AvenueSan Bernardino - Inland Empire West8/4/2021107,023 2 21,000 
1800 Lomita Boulevard(3)
Los Angeles - South Bay8/6/2021— — 70,000 
8210-8240 Haskell AvenueLos Angeles - San Fernando Valley8/17/202153,248 3 12,425 
3100 Lomita BoulevardLos Angeles - South Bay8/20/2021575,976 5 202,469 (5)
2401-2421 Glassell StreetOrange County - North8/25/2021191,127 4 70,025 
2390-2444 American Way(2)
Orange County - North8/26/2021— — 16,700 
500 Dupont AvenueSan Bernardino - Inland Empire West8/26/2021276,000 1 58,500 
1801 St. Andrew PlaceOrange County - Airport9/10/2021370,374 1 105,300 
5772 Jurupa StreetSan Bernardino - Inland Empire West9/17/2021360,000 1 54,000 
2500 Victoria Street(3)
Los Angeles - South Bay9/30/2021— — 232,067 (6)
1010 Belmont StreetSan Bernardino - Inland Empire West10/1/202161,824 1 14,500 
21515 Western Avenue(2)(7)
Los Angeles - South Bay10/12/202156,199 1 18,950 
12027 Greenstone Avenue(3)
Los Angeles - Mid-Counties10/28/20217,780 1 8,125 
6027 Eastern Avenue(2)
Los Angeles - Central11/16/202182,922 1 23,250 
F-20

Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings 
Contractual Purchase Price(1)
(in thousands)
28901-28903 Avenue Paine(2)
 Los Angeles - San Fernando Valley 2/17/2017 111,346
 1 $17,060
2390 Ward Avenue(3)
 Ventura 4/28/2017 138,700
 1 16,499
Safari Business Center(4)
 Inland Empire - West 5/24/2017 1,138,090
 16 141,200
4175 Conant Street(5)
 Los Angeles - South Bay 6/14/2017 142,593
 1 30,600
5421 Argosy Avenue(5)
 Orange County - West 6/15/2017 35,321
 1 5,300
14820-14830 Carmenita Road(2)
 Los Angeles - Mid-counties 6/30/2017 198,062
 3 30,650
3002-3072 Inland Empire Blvd(2)
 Inland Empire - West 7/3/2017 218,407
 4 26,900
17000 Kingsview Avenue(2)
 Los Angeles - South Bay 7/11/2017 100,121
 1 13,986
Rancho Pacifica Park(6)
 Los Angeles - South Bay 7/18/2017 1,170,806
 6 210,500
11190 White Birch Drive(2)
 Inland Empire - West 7/20/2017 201,035
 1 19,810
4832-4850 Azusa Canyon Road(2)
 Los Angeles - San Gabriel Valley 7/28/2017 87,421
 1 14,550
1825 Soto Street(5)
 Los Angeles - Central 9/8/2017 25,040
 2 3,475
19402 Susana Road(5)
 Los Angeles - South Bay 9/13/2017 15,433
 1 3,942
13225 Western Avenue(5)
 Los Angeles - South Bay 10/31/2017 21,010
 1 2,255
15401 Figueroa Street(5)
 Los Angeles - South Bay 10/31/2017 38,584
 1 4,435
8542 Slauson Avenue(5)
 Los Angeles - Central 11/28/2017 24,679
 1 9,015
687 Eucalyptus Avenue(7)
 Los Angeles - South Bay 11/28/2017 143,436
 1 53,875
302 Rockefeller Avenue(2)
 Inland Empire - West 12/28/2017 99,282
 1 14,520
4355 Brickell Street(2)
 Inland Empire - West 12/28/2017 95,644
 1 13,110
12622-12632 Monarch Street(8)
 Orange County - West 12/28/2017 121,225
 2 20,545
8315 Hanan Way(2)
 Los Angeles - Central 12/28/2017 100,692
 1 14,500
Total 2017 Wholly-Owned Property Acquisitions   4,226,927
 48 $666,727
PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price(1)
(in thousands)
340-344 Bonnie CircleSan Bernadino - Inland Empire West11/16/202198,000 1 27,000 
14100 Vine PlaceLos Angeles - Mid Counties11/18/2021119,145 1 48,501 
2280 Ward AvenueVentura - Ventura11/30/2021242,101 1 46,411 
20481 Crescent Bay DriveOrange County - South11/30/202188,355 1 19,500 
334 El Encanto RoadLos Angeles - San Gabriel Valley12/02/202164,368 1 10,675 
17031-17037 Green DriveLos Angeles - San Gabriel Valley12/10/202151,000 1 13,770 
13512 Marlay AvenueSan Bernadino - Inland Empire West12/16/2021199,363 1 51,000 
14940 Proctor RoadLos Angeles - San Gabriel Valley12/17/2021111,927 1 28,596 
2800 Casitas AvenueLos Angeles - San Fernando Valley12/22/2021117,000 1 43,000 
4240 190th StreetLos Angeles - South Bay12/23/2021307,487 1 75,300 
2391-2393 Bateman AvenueLos Angeles - San Gabriel Valley12/28/202165,605 1 23,077 
1168 Sherborn StreetSan Bernardino - Inland Empire West12/29/202179,515 1 23,445 
3071 Coronado Street(2)
Orange County - North12/30/2021109,908 1 28,000 
8911 Aviation BlvdLos Angeles - South Bay12/30/2021100,000 1 32,000 
1020 Bixby DriveLos Angeles - San Gabriel Valley12/31/202156,915 1 16,350 
Total 2021 Property Acquisitions 5,650,673 80 $1,887,797 

(1)Represents the gross contractual purchase price before prorations and closing costs. Does not include capitalized acquisition costs totaling $2.0 million.
(2)This acquisition was funded with available cash on hand and borrowings under our unsecured revolving credit facility.
(3)This acquisition was partially funded through a 1031 Exchange using $6.5 million of net cash proceeds from the sale of our property located at 9375 Archibald Avenue and borrowings under our unsecured revolving credit facility.
(4)This acquisition was partially funded through a 1031 Exchange using $39.7 million of net cash proceeds from the sale of our property located at 2535 Midway Drive, borrowings under our unsecured revolving credit facility and available cash on hand.
(5)This acquisition was funded with available cash on hand.
(6)This acquisition was partially funded with net cash proceeds from the issuance of $125.0 million of senior unsecured guaranteed notes and borrowings under our unsecured revolving credit facility.

(1)Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Including $17.7 million of capitalized closing costs and acquisition related costs, the total aggregate initial investment was $1.9 billion. Each acquisition was funded with available cash on hand unless otherwise noted.

(7)This acquisition was partially funded through a 1031 Exchange using $29.3 million of net cash proceeds from the sale of our properties located at 12345 First American Way and 9401 De Soto Avenue and available cash on hand.
(8)This acquisition was partially funded through a 1031 Exchange using $2.2 million of net cash proceeds from the sale of our property located at 77-700 Enfield Lane and available cash on hand.

(2)Represents acquisition of a current or near-term redevelopment site.
(3)Represents acquisition of an industrial outdoor storage site.
(4)The following table sets forthacquisition of 7817 Woodley Avenue was funded through a combination of cash on hand and the wholly-owned industrial propertiesassumption of $3.2 million of debt. This property is the remaining asset in the Van Nuys Airport Industrial Center Portfolio that we acquired duringin December 2020.
(5)In connection with the year ended December 31, 2016:acquisition of 3100 Lomita Boulevard, we prepaid an existing loan on the property and incurred a $20.4 million prepayment fee at closing. The acquisition price in the table above reflects this prepayment fee in addition to the $182.0 million contractual purchase price.

(6)In connection with the acquisition of 2500 Victoria Street, we entered into a long-term sale lease-back agreement with the seller/tenant. At the end of the lease, the tenant will be required to restore the site by removing all above and below ground improvements to prepare the property for subsequent development by us. The acquisition price in the table above reflects the $217.1 million contractual purchase price plus additional consideration of $15.0 million, which is payable to the tenant at the end of the lease, subject to the tenant completing its restoration obligations under the lease. The $15.0 million has been recorded in security deposits in the consolidated balance sheets.
(7)The acquisition of 21515 Western Avenue was funded through a combination of cash on hand and the assumption of $13.2 million of debt.
F-21

Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings 
Contractual Purchase Price
(in thousands)
8525 Camino Santa Fe(1)
 San Diego - Central 3/15/2016 59,399
 1 $8,450
28454 Livingston Avenue(1)
 Los Angeles - San Fernando Valley 3/29/2016 134,287
 1 16,000
REIT Portfolio(2)
 
Various(2)
 4/15/2016 1,530,814
 9 191,000
10750-10826 Lower Azusa Road(3)
 Los Angeles - San Gabriel Valley 5/3/2016 79,050
 4 7,660
525 Park Avenue(4)
 Los Angeles - San Fernando Valley 6/30/2016 63,403
 1 7,550
3233 Mission Oaks Boulevard(5)
 Ventura 7/6/2016 457,693
 1 25,700
1600 E. Orangethorpe Avenue(4)
 Orange County - North 8/24/2016 345,756
 6 40,137
14742-14750 Nelson Avenue(4)
 Los Angeles - San Gabriel Valley 9/8/2016 145,531
 2 15,000
3927 Oceanic Drive(4)
 San Diego - North County 10/21/2016 54,740
 1 7,200
301-445 Figueroa Street(4)
 Los Angeles - South Bay 11/4/2016 133,925
 1 13,000
12320 4th Street(6)
 Inland Empire - West 12/7/2016 284,676
 2 24,435
9190 Activity Road(4)
 San Diego - Central 12/16/2016 83,520
 1 15,550
      3,372,794
 30 $371,682

(1)This acquisition was funded with available cash on hand and borrowings under our unsecured revolving credit facility.
(2)The REIT Portfolio Acquisition was funded with available cash on hand, proceeds from a $100.0 million term loan borrowing and proceeds from an equity offering of 10.35 million shares of our common stock. See Notes 5 and 13 for additional information. The REIT Portfolio consists of nine properties located in four of our core submarkets, including Orange County, Los Angeles - San Gabriel Valley, Inland Empire West and Central San Diego.
(3)This acquisition was partially funded through a 1031 Exchange using $2.5 million of net cash proceeds from the sale of our property located at 6010 North Paramount Boulevard and available cash on hand.
(4)This acquisition was funded with available cash on hand.
(5)We acquired this property from our unconsolidated joint venture (see Note 11). Prior to the acquisition, our ownership interest in the property was 15.0%. This acquisition was partially funded through a 1031 Exchange using 18.0 million of net cash proceeds from the sale of our properties located at 1840 Dana Street and 12910 East Mulberry Drive and available cash on hand.
(6)This acquisition was partially funded through a 1031 Exchange using $18.1 million of net cash proceeds from the sale of our properties located at 22343-22349 La Palma Avenue and 157th Street and available cash on hand.






The following table summarizes the fair value of amounts recognized forallocated to each major class of asset and liability for the acquisitions noted in the table above, as of the date of each acquisition (in thousands):
20222021
Assets:
Land$1,698,173 $1,514,933 
Buildings and improvements687,358 359,970 
Tenant improvements9,987 37,173 
Acquired lease intangible assets(1)
82,539 71,919 
Right of use asset - ground lease(2)
4,787 — 
Other acquired assets(3)
558 519 
Total assets acquired$2,483,402 $1,984,514 
Liabilities:
Acquired lease intangible liabilities(4)
$54,085 $76,992 
Notes payable(5)
— 16,512 
Deferred rent liability(6)
4,339 1,554 
Lease liability - ground lease(2)
4,787 — 
Other assumed liabilities(3)
15,652 26,975 
Total liabilities assumed$78,863 $122,033 
Net assets acquired$2,404,539 $1,862,481 

(1)For the 2022 acquisitions, acquired lease intangible assets are comprised of $63.7 million of in-place lease intangibles with a weighted average amortization period of 5.8 years, $5.9 million of above-market lease intangibles with a weighted average amortization period of 6.9 years and a $13.0 million below-market ground lease intangible with an amortization period of 78.9 years. For the 2021 acquisitions, acquired lease intangible assets are comprised of $67.8 million of in-place lease intangibles with a weighted average amortization period of 7.2 years and $4.1 million of above-market lease intangibles with a weighted average amortization period of 9.0 years.
(2)The ROU asset and lease liability relate to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street.
(3)Includes other working capital assets acquired and liabilities assumed at the time of acquisition.
(4)Represents below-market lease intangibles with a weighted average amortization period of 8.9 years and 7.5 years, for the 2022 and 2021 acquisitions, respectively.
(5)In connection with the acquisition of properties, during the year ended December 31, 2021, we assumed two mortgage loans from the sellers. See “Note 5 – Notes Payable” for details.
(6)In connection with four acquisition transactions in 2022 and one acquisition transaction in 2021, we entered into short-term leaseback agreements with each seller/tenant where the seller/tenant does not pay any base rent for the lease term or pays below-market rent. The amounts allocated to “Deferred rent liabilities” in the table above represent the present value of lease payments using prevailing market rental rates, which will be amortized into rental income over the term of each respective lease.

F-22

  2017 2016
  Rancho Pacifica Park Other Acquisitions Total Acquisitions REIT Portfolio Acquisition Other Acquisitions Total Acquisitions
Assets:            
Land(1)
 $121,329
 $233,207
 $354,536
 $101,530
 $102,296
 $203,826
Buildings and improvements 85,336
 202,137
 287,473
 74,586
 72,588
 147,174
Tenant improvements 1,440
 5,570
 7,010
 2,875
 2,461
 5,336
Acquired lease intangible assets(2)(3)
 8,852
 22,414
 31,266
 12,103
 9,180
 21,283
Other acquired assets(4)
 5
 223
 228
 222
 305
 527
Total assets acquired $216,962
 $463,551
 $680,513
 $191,316
 $186,830
 $378,146
Liabilities:            
Acquired lease intangible liabilities(5)
 6,264
 6,338
 12,602
 934
 6,583
 7,517
Other assumed liabilities(4)
 1,126
 2,424
 3,550
 1,519
 1,364
 2,883
Total liabilities assumed $7,390
 $8,762
 $16,152
 $2,453
 $7,947
 $10,400
Net assets acquired $209,572
 $454,789
 $664,361
 $188,863
 $178,883
 $367,746
    Dispositions

(1)The allocation to land in 2016 includes $0.2 million of capitalized acquisition costs related to the purchase of 14742-14750 Nelson Avenue and 3927 Oceanic Drive, which were accounted for as asset acquisitions.
(2)For Rancho Pacifica Park, acquired lease intangible assets is comprised of in-place lease intangibles with weighted average amortization period of 3.2 years. For the other 2017 acquisitions, acquired lease intangible assets is comprised of $21.0 million of in-place lease intangibles with a weighted average amortization period of 5.6 years and $1.4 million of above-market lease intangibles with a weighted average amortization period of 10.6 years.
(3)For the REIT Portfolio, acquired lease intangible assets is comprised of $11.1 million of in-place lease intangibles with a weighted average amortization period of 5.0 years and $1.0 million of above-market lease intangibles with a weighted average amortization period of 7.6 years. For the other 2016 acquisitions, acquired lease intangible assets is comprised of $8.9 million of in-place lease intangibles with a weighted average amortization period of 5.5 years and $0.3 million of above-market lease intangibles with a weighted average amortization period of 2.4 years.
(4)Includes other working capital assets acquired and liabilities assumed at the time of acquisition.
(5)Represents below-market lease intangibles with a weighted average amortization period of 3.5 years, 3.4 years, 4.8 years and 10.3 years for the Rancho Pacifica Park, other 2017 acquisitions, the REIT Portfolio and other 2016 acquisitions, respectively.

The following table sets forthsummarizes information related to the resultsproperties that we sold during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands).
PropertySubmarketDate of DispositionRentable Square Feet
Contractual Sales Price(1)
(in thousands)
Gain Recorded
(in thousands)
2022 Dispositions:
28159 Avenue StanfordLos Angeles - San Fernando Valley1/13/202279,247 $16,500 $8,486 
2021 Dispositions:
14723-14825.25 Oxnard StreetLos Angeles - San Fernando Valley2/12/202177,790 $19,250 $9,906 
6760 Central Avenue, Unit BSan Bernardino - Inland Empire East3/15/20219,943 1,530 954 
11529-11547 Tuxford StreetLos Angeles - San Fernando Valley5/20/202129,730 8,176 2,750 
5803 Newton DriveSan Diego - North9/15/202171,602 18,600 13,702 
2670-2674 East Walnut Street and 89-91 San Gabriel BoulevardLos Angeles - San Fernando Valley11/01/202131,619 11,700 6,617 
Total220,684 $59,256 $33,929 
2020 Dispositions:
3927 Oceanic DriveSan Diego - North County8/13/202054,740 $10,300 $2,926 
121 West 33rd StreetSan Diego - South County9/18/202076,745 13,500 7,575 
2700-2722 South Fairview Street(2)
Orange County - Airport9/30/2020116,575 20,400 3,268 
6750 Central AvenueSan Bernardino - Inland Empire East12/31/20208,666 1,300 758 
Subtotal256,726 45,500 14,527 
1055 Sandhill Avenue Personal Property— 1,854 (910)(3)
Total256,726 $47,354 $13,617 
(1)Represents the gross contractual sales price before commissions, prorations, credits and other closing costs.
(2)Gain recorded reflects (i) a $3.8 million gain on sale recognized due to lease reclassification from operating lease to sales-type lease, less (ii) approximately $0.6 million of selling costs/other write-offs related to the disposition.
(3)Represents a $0.9 million loss on disposition of personal property that was originally acquired as part of the acquisition of 1055 Sandhill Avenue and valued at $2.8 million. The loss is included in the line item “Gains on sale of real estate” in our consolidated statements of operations for the year ended December 31, 2017,2020.


F-23

    Real Estate Held for the properties acquired during the year endedSale
As of December 31, 2017, included2022, we did not have any properties classified as held for sale. As of December 31, 2021, our property located at 28159 Avenue Stanford in the consolidated statements of operations from the date of acquisition (in thousands):
 Year Ended December 31, 2017
Revenues$19,177
Net Income$2,158



Valencia, California was classified as held for sale.
The following table sets forth unaudited pro-forma financial information (in thousands)summarizes the major classes of assets and liabilities associated with real estate property classified as if the closingheld for sale as of our acquisitions during the year ended December 31, 2017, had occurred on January 1, 2016.  These unaudited pro-forma results have been prepared for comparative purposes only and include certain adjustments, such as (i) increased rental revenues for the amortization of the net amount of above- and -below-market rents acquired2021 (dollars in the acquisitions, (ii) increased depreciation and amortization expenses as a result of tangible and intangible assets acquired in the acquisitions and (iii) increased interest expense for borrowings associated with these acquisitions. These pro-forma results have not been adjusted for property sales completed during the year ended December 31, 2017. These unaudited pro-forma results do not purport to be indicative of what operating results would have been had the acquisitions actually occurred on January 1, 2016, and may not be indicative of future operating results.thousands).

 Year Ended December 31,
 2017 2016
Revenues$180,232
 $160,556
Net income$33,057
 $16,125
Net income attributable to common stockholders per share - basic$0.46
 $0.26
Net income attributable to common stockholders per share - diluted$0.46
 $0.26



4.Acquired Lease IntangiblesDecember 31, 2021
Land$1,849 
Building and improvements10,753 
Tenant improvements1,059 
Real estate held for sale13,661 
Accumulated depreciation(6,657)
Real estate held for sale, net7,004 
Other assets associated with real estate held for sale209 
Total assets associated with real estate held for sale, net$7,213 
Tenant security deposits$177 
Other liabilities associated with real estate held for sale54 
Total liabilities associated with real estate held for sale$231 

4.    Acquired Lease Intangibles
The following table summarizes our acquisition-related intangible assets, including the value of in-place tenant leases, and above-market tenant leases and a below-market ground lease, and our acquisition-related intangible liabilities, including below-market tenant leases and above-market ground leases as follows (in thousands):
 December 31,
 20222021
Acquired Lease Intangible Assets:  
In-place lease intangibles$315,842 $256,902 
Accumulated amortization(172,883)(135,415)
In-place lease intangibles, net$142,959 $121,487 
Above-market tenant leases$26,851 $21,065 
Accumulated amortization(12,671)(10,394)
Above-market tenant leases, net$14,180 $10,671 
Below-market ground lease(1)
$12,977 $— 
Accumulated amortization(1)
$(130)$— 
Below-market ground lease, net$12,847 $— 
Acquired lease intangible assets, net$169,986 $132,158 
Acquired Lease Intangible Liabilities:  
Below-market tenant leases$(220,646)$(174,686)
Accumulated accretion73,262 47,669 
Below-market tenant leases, net$(147,384)$(127,017)
Acquired lease intangible liabilities, net$(147,384)$(127,017)
(1)The below-market lease intangible relates to a ground lease that we assumed in March 2022 in connection with the acquisition of 2970 East 50th Street.
F-24

 December 31,
 2017 2016
Acquired Lease Intangible Assets:   
In-place lease intangibles$95,750
 $68,234
Accumulated amortization(51,735) (37,648)
In-place lease intangibles, net$44,015
 $30,586
    
Above-market tenant leases$10,718
 $10,191
Accumulated amortization(5,494) (4,412)
Above-market tenant leases, net$5,224
 $5,779
Acquired lease intangible assets, net$49,239
 $36,365
    
Acquired Lease Intangible Liabilities: 
  
Below-market tenant leases$(24,843) $(12,426)
Accumulated accretion6,925
 3,477
Below-market tenant leases, net$(17,918) $(8,949)
    
Below-market ground lease$(290) $(290)
Accumulated accretion141
 109
Below-market ground lease, net$(149) $(181)
Acquired lease intangible liabilities, net$(18,067) $(9,130)




The following table summarizes the amortization related to our acquired lease intangible assets and liabilities for the reported periods noted below (in thousands):
Year Ended December 31,
 202220212020
In-place lease intangibles(1)
$42,202 $30,136 $22,903 
Net below market tenant leases(2)
$(31,339)$(15,443)$(10,533)
Below-market ground leases(3)
$130 $— $— 
 Year Ended December 31,
  2017  2016  2015
In-place lease intangibles(1)
$15,598
 $13,560
 $12,445
Net above (below) market tenant leases(2)
$(2,238) $(46) $234
Above-market ground lease(3)
$(32) $(32) $(32)
(1)The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated statements of operations for the periods presented.
(1)The amortization of in-place lease intangibles is recorded to depreciation and amortization expense in the consolidated statements of operations for the periods presented.
(2)The amortization of above (below) market tenant leases is recorded as a decrease (increase) to rental revenues in the consolidated statements of operations for the periods presented.
(3)The accretion of the above-market ground lease is recorded as a decrease to property expenses in the consolidated statements of operations for the periods presented. 
(2)The amortization of net below market tenant leases is recorded as an increase to rental income in the consolidated statements of operations for the periods presented.
(3)The amortization of the below-market ground lease is recorded as an increase to property expenses in the consolidated statements of operations for the periods presented.
The following table summarizes the estimated amortization/(accretion) of our acquisition-related intangibles as of December 31, 2017,2022, for the next five years and thereafter (in thousands):
Year Ending
In-place Leases(1)
Net Above/(Below)
Market Operating
Leases(2)
Below Market
Ground Lease(3)
2023$38,044 $(27,386)$164 
202425,988 (21,398)164 
202519,430 (15,519)164 
202615,041 (12,568)164 
202710,629 (8,104)164 
Thereafter33,827 (48,229)12,027 
Total$142,959 $(133,204)$12,847 
Year Ending
In-place Leases(1)
 
Net Above/(Below)
Market Operating
Leases(2)
 
Above Market
Ground Lease(3)
2018$8,638
 $(2,088) $(25)
20197,358
 (2,034) (25)
20206,599
 (1,841) (25)
20215,702
 (1,766) (25)
20224,260
 (1,575) (25)
Thereafter11,458
 (3,390) (24)
Total$44,015
 $(12,694) $(149)
(1)(1)Estimated amounts of amortization will be recorded to depreciation and amortization expense in the consolidated statements of operation.
(2)Estimated amounts of amortization will be recorded as a net increase to rental revenues in the consolidated statements of operations.
(3)Estimated amounts of accretion will be recorded as a decrease to property expenses in the consolidated statements of operations.


5.Notes Payable

The following table summarizes the balance of our indebtedness as of December 31, 2017 and 2016 (in thousands):
  December 31, 2017 December 31, 2016
Principal amount $671,658
 $502,476
Less: unamortized discount and debt issuance costs(1)
 (2,717) (2,292)
Carrying value $668,941
 $500,184
(1)   Unamortized discount and debt issuance costs exclude net debt issuance costs related to establishing our unsecured credit facility. These costs are presented in the line item “Deferred loan costs, net” in the consolidated balance sheets.statements of operations.

(2)Estimated amounts of amortization will be recorded as a net increase to rental income in the consolidated statements of operations.

(3)Estimated amounts of amortization will be recorded as an increase to property expenses in the consolidated statements of operations for the periods presented.


F-25

5.    Notes Payable

The following table summarizes the components and significant terms of our indebtedness as of December 31, 20172022 and 20162021 (dollars in thousands):
 December 31, 2022December 31, 2021Margin Above SOFR
Interest Rate(1)
 Contractual
Maturity Date
Unsecured and Secured Debt:
Unsecured Debt:
Revolving Credit Facility$— $— S+0.725 %(2)5.125 %(3)5/26/2026(4)
$400M Term Loan400,000 — S+0.800 %(2)5.258 %7/19/2024(4)
$150M Term Loan Facility(5)
— 150,000 n/an/a5/22/2025
$100M Notes100,000 100,000 n/a4.290 % 8/6/2025
$300M Term Loan300,000 — S+0.800 %(2)3.717 %(6)5/26/2027
$125M Notes125,000 125,000 n/a3.930 %7/13/2027
$25M Series 2019A Notes25,000 25,000 n/a3.880 %7/16/2029
$400M Senior Notes due 2030400,000 400,000 n/a2.125 %12/1/2030
$400M Senior Notes due 2031 (green bond)400,000 400,000 n/a2.150 %9/1/2031
$75M Series 2019B Notes75,000 75,000 n/a4.030 %7/16/2034
Total Unsecured Debt$1,825,000 $1,275,000 
Secured Debt:
2601-2641 Manhattan Beach Boulevard(7)
$3,832 $3,951 n/a4.080 %4/5/2023
$60M Term Loan(8)
— 58,108 n/an/a8/1/2023
960-970 Knox Street(7)
2,307 2,399 n/a5.000 %11/1/2023
7612-7642 Woodwind Drive(7)
3,712 3,806 n/a5.240 %1/5/2024
11600 Los Nietos Road(7)
2,462 2,626 n/a4.190 %5/1/2024
$60M Term Loan Facility(9)
60,000 — S+1.250 %5.708 %10/27/2024
5160 Richton Street(7)
4,153 4,272 n/a3.790 %11/15/2024
22895 Eastpark Drive(7)
2,612 2,682 n/a4.330 %11/15/2024
701-751 Kingshill Place(10)
7,100 7,100 n/a3.900 %1/5/2026
13943-13955 Balboa Boulevard(7)
14,965 15,320 n/a3.930 %7/1/2027
2205 126th Street(11)
5,200 5,200 n/a3.910 %12/1/2027
2410-2420 Santa Fe Avenue(11)
10,300 10,300 n/a3.700 %1/1/2028
11832-11954 La Cienega Boulevard(7)
3,928 4,002 n/a4.260 %7/1/2028
Gilbert/La Palma(7)
1,935 2,119 n/a5.125 %3/1/2031
7817 Woodley Avenue(7)
3,009 3,132 n/a4.140 %8/1/2039
2515 Western Avenue(12)
— 13,104 n/a4.500 %9/1/2042
Total Secured Debt$125,515 $138,121 
Total Unsecured and Secured Debt$1,950,515 $1,413,121 
Less: Unamortized premium/discount and debt issuance costs(13)
(14,134)(13,556)
Total$1,936,381 $1,399,565 

(1)Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective as of December 31, 2022. See footnote (6) below. Excludes the effect of unamortized debt issuance costs and unamortized fair market value premiums and discounts.
F-26

 December 31, 2017 December 31, 2016       
 Principal Amount Unamortized Discount and Debt Issuance Costs Principal Amount Unamortized Discount and Debt Issuance Costs Contractual
Maturity Date		 
Stated Interest Rate(1)
 
Effective Interest Rate(2)
 
Secured Debt           
   
$60M Term Loan(3)
$58,891
 $(125) $59,674
 $(204) 8/1/2019
(4) 
LIBOR+1.90%
  
3.95% 
Gilbert/La Palma(5)
2,767
 (138) 2,909
 (145) 3/1/2031 5.125% 5.42% 
12907 Imperial Highway—
 ���
 5,182
 180
 4/1/2018
  
N/A
 N/A
 
1065 Walnut Street—
 —
 9,711
 192
 2/1/2019 N/A
 N/A
 
Unsecured Debt              
$100M Term Loan Facility100,000
 (343) 100,000
 —
 2/14/2022 LIBOR+1.20%
(6) 
3.18%
(7) 
Revolving Credit Facility60,000
 —
 —
 —
 2/12/2021
(8) 
LIBOR+1.10%
(6)(9) 
2.66% 
$225M Term Loan Facility225,000
 (1,398) 225,000
 (1,680) 1/14/2023 LIBOR+1.50%
(6) 
3.19% 
$100M Notes100,000
 (576) 100,000
 (635) 8/6/2025
  
4.290% 4.37% 
$125M Notes125,000
 (137) —
 —
 7/13/2027 3.930% 3.94% 
Total$671,658
 $(2,717) $502,476
 $(2,292)    
  
  
(1)Reflects the contractual interest rate under the terms of the loan as of December 31, 2017.
(2)Reflects the effective interest rate at December 31, 2017, which includes the effect of the amortization of discounts and debt issuance costs and the effect of interest rate swaps that are effective as of December 31, 2017.
(3)This term loan is secured by six properties. Beginning August 15, 2016, monthly payments of interest and principal are based on a 30 years amortization table. As of December 31, 2017, the interest rate on this variable-rate term loan has been effectively fixed through the use of two interest rate swaps, one of which is an amortizing swap. See Note 7 for details.
(4)One additional one-year extensions available at the borrower’s option.
(5)Monthly payments of interest and principal based on a 20-year amortization table.
(6)The LIBOR margin will range from 1.20% to 1.70% for the $100.0 million term loan facility, 1.10% to 1.50% for the unsecured revolving credit facility and 1.50% to 2.25% for the $225.0 million term loan facility depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value, or leverage ratio, which is measured on a quarterly basis.
(7)As of December 31, 2017, interest on the $100 million term loan has been effectively fixed through the use of two interest rate swaps. See Note 7 for details.
(8)Two additional six-month extensions available at the borrower’s option.
(9)The unsecured revolving credit facility is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee will range from 0.15% to 0.30% depending upon our leverage ratio.

(2)The interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for the unsecured revolving credit facility and 1-month term SOFR (“Term SOFR”) for the $300.0 million and $400.0 million unsecured term loans (in each case increased by a 0.10% SOFR adjustment) plus an applicable margin ranging from 0.725% to 1.400% per annum for the unsecured revolving credit facility and 0.80% to 1.60% per annum for the $300.0 million and $400.0 million unsecured term loans, depending on our investment grade ratings, leverage ratio and sustainability performance metrics, which may change from time to time. These loans are also subject to a 0% SOFR floor. In August 2022, our credit ratings were upgraded by two credit rating agencies and as a result, the applicable margin on the unsecured revolving credit facility was lowered to 0.725% from 0.775% and the applicable margin on the $300.0 million and $400.0 million unsecured term loans was lowered to 0.80% from 0.85%.

(3)The unsecured revolving credit facility is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee ranges from 0.125% to 0.300% per annum depending upon our investment grade ratings, leverage ratio and sustainability performance metrics.

(4)The unsecured revolving credit facility has two six-month extensions and the $400.0 million unsecured term loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions.
(5)In May 2022, we repaid in full the outstanding principal balance on this unsecured debt.
(6)As of December 31, 2022, Term SOFR related to $300.0 million of our variable rate debt has been effectively fixed through the use of interest rate swaps. Including the impact of these interest rate swaps, the hedged effective interest rate on the $300.0 million unsecured term loan is 3.717%. See Note 7 for details related to our interest rate swaps.
(7)Fixed monthly payments of interest and principal until maturity as follows: 2601-2641 Manhattan Beach Boulevard ($23,138), 960-970 Knox Street ($17,538), 7612-7642 Woodwind Drive ($24,270), 11600 Los Nietos ($22,637), 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 13943-13955 Balboa Boulevard ($79,198), 11832-11954 La Cienega Boulevard ($20,194), Gilbert/La Palma ($24,008) and 7817 Woodley Avenue ($20,855).
(8)In October 2022, we repaid in full the outstanding principal balance on this secured debt.
(9)Loan has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum. The loan is secured by six properties and has three one-year extensions available at the borrower’s option, subject to certain terms and conditions.
(10)For 701-751 Kingshill Place, fixed monthly payments of interest only through January 2023, followed by fixed monthly payments of interest and principal ($33,488) until maturity.
(11)Fixed monthly payments of interest only.
(12)In June 2022, we repaid in full the outstanding principal balance on this secured debt and incurred no penalty for the prepayment in advance of its maturity date of September 1, 2042.
(13)Excludes unamortized debt issuance costs related to our unsecured revolving credit facility, which are presented in the line item “Deferred loan costs, net” in the consolidated balance sheets.
Contractual Debt Maturities
The following table summarizes the contractual debt maturities and scheduled amortization payments, excluding debt discounts/premiumspremiums/discounts and debt issuance costs, as of December 31, 2017,2022, and does not consider extension options available to us as noted in the table above (in thousands):
2023$7,490 
2024473,403 
2025100,973 
20267,587 
2027444,078 
Thereafter916,984 
Total$1,950,515 
F-27

2018$933
201958,266
2020166
202160,175
2022100,184
Thereafter451,934
Total$671,658
Recent Activity

New $60 Million Term Loan RepaymentsFacility
On March 20, 2017,October 27, 2022, we repaid the $9.7 million outstanding balance on the 1065 Walnut Street mortgage loan in advance of the February 1, 2019 maturity date. In connection with the repayment, we incurred prepayment fees of $0.2 million which is included in loss on extinguishment of debt in the accompanying consolidated statements of operations. The loss on extinguishment of debt also includes the write-off of the unamortized debt premium of $0.2 million.
On December 29, 2017, we repaid the $5.1 million outstanding balance on the 12907 Imperial Highway mortgage loan. We did not incur any prepayment penalties for repaying in advance of the maturity date of April 1, 2018.
Amended Credit Agreement
On February 14, 2017, we amended our $300 million senior unsecured credit facility by enteringentered into a second amended and restated credit agreement (the “Amended Credit Agreement”), which provides for a $450.0$60.0 million senior unsecured credit facility, comprised of a $350.0 million unsecured revolving credit facility (the "Amended Revolver") and a $100.0 million unsecured term loan facility (the "Amended $100 Million Term Loan"). The Amended Revolver is scheduled to mature on February 12, 2021, and has two six-month extension options available, and the Amended $100“$60 Million Term Loan is scheduled to mature on February 14, 2022. Under the termsFacility”) that permits aggregate borrowings of the Amended Credit Agreement, we may request additional lender commitments up to an additional aggregate $550.0$60.0 million, the total of which may be comprised of additional revolving commitments underwe borrowed the Amended Revolver, an increase to the Amended $100same day at closing. The $60 Million Term Loan additional term loan tranches or any combination of the foregoing.
Facility is secured by six properties, matures on October 27, 2024, and has three one-year extension options available. Interest on the Amended Credit Agreement,$60 Million Term Loan Facility is generally to be paid based upon, at our option, either (i) LIBORTerm SOFR increased by a 0.10% SOFR adjustment plus an applicablea margin that is based upon our leverage ratioof 1.25% per annum, or (ii) the Base Rateapplicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, orand (c) the Eurodollar Ratesum of adjusted Term SOFR plus 1.00%) plus a margin of 0.25% per annum.
On October 27, 2022, we used the proceeds from the $60 Million Term Loan Facility to repay our amortizing $60.0 million term loan in full, which had a balance of $57.5 million at the time of repayment. We did not incur any prepayment penalties for repaying in advance of the maturity date of August 1, 2023. In connection with the repayment of the amortizing term loan we wrote off $38 thousand of unamortized debt issuance costs, which is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations.
Credit Agreement    
On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0 billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) daily SOFR (“Daily Simple SOFR”) plus the applicable margin thator (iii) the applicable base rate (which is based on our leverage ratio.defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be increased by a 0.10% SOFR adjustment. The marginsapplicable margin for the Amended Revolver range in amountTerm Facility ranges from 1.10%0.80% to 1.50%1.60% per annum for LIBOR-basedSOFR-based loans and 0.10%0.00% to 0.50%0.60% per annum for Base Rate-basedbase rate loans, depending on our leverage ratio.investment grade ratings. The marginsapplicable margin for the Amended $100 Million Term Loan range in amountRevolver ranges from 1.20%0.725% to 1.70%1.400% per annum for LIBOR-basedSOFR-based loans and 0.20%0.00% to 0.70%0.40% per annum for Base Rate-basedbase rate loans, depending on our leverage ratio.
If we attain one additional investment grade rating by one or more of Standard & Poor’s or Moody’s Investor Services to complement our current investment grade Fitch rating, we may elect to convert the pricing structure under the Amended Credit Agreement to be based on such rating. In that event, the margins for the Amended Revolver will range in amount from 0.825% to 1.55% for LIBOR-based loans and 0.00% to 0.55% for Base Rate-based loans, depending on such rating, and the margins for the Amended $100 Million Term Loan will range in amount from 0.90% to 1.75% for LIBOR-based loans and 0.00% to 0.75% for Base Rate-based loans, depending on such rating.
ratings. In addition to the interest payable on amounts outstanding under the Amended Revolver, we are required to pay an applicable credit facility fee based upon our leverage ratio, on each lender's commitment amount under the Amended Revolver, regardless of usage. The applicable credit facility fee will range in amountranges from 0.15%0.125% to 0.30%,0.300% per annum, depending on our leverage ratio. Ininvestment grade ratings. The interest rate under the event that we convert the pricing structure to be based on an investment-grade rating, the applicable facility fee will range in amount from 0.125% to 0.30%, depending on such rating.


The Amended Credit Agreement is guaranteed byalso subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.
In addition, the Company and by substantially all of the current and to-be-formed subsidiaries of the Operating Partnership that own an unencumbered property. The Amended Credit Agreement isfeatures a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not secured by the Company’s properties or by equity interests in the subsidiaries that hold such properties.meet, certain sustainability performance targets, as applicable.
The Amended Revolver and the Amended $100 Million Term LoanFacility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Amended $100 Million Term LoanFacility and repaid or prepaid may not be reborrowed.
The Amended Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Amended Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Amended Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
F-28

In connection with the amendment of our credit agreement, we wrote off $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility. This write-off is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations.
On December 31, 2017,2022, we had $60.0 milliondid not have any borrowings outstanding under the Amended Revolver, leaving $290.0 million$1.0 billion available for additionalfuture borrowings.
Note Purchase and Guarantee AgreementRepayment of $150 Million Term Loan Facility
On July 13, 2017,May 26, 2022, we entered intoused a Note Purchase and Guarantee Agreementportion of the borrowing proceeds from the $300 Million Term Loan to repay our $150.0 million unsecured term loan facility (the “NPGA”“$150 Million Term Loan”) in full. We did not incur any prepayment penalties for repaying in advance of the private placementmaturity date of $125.0May 22, 2025. In connection with the repayment of the $150 Million Term Loan, we wrote off $0.7 million of senior unsecured guaranteed notes, maturingunamortized debt issuance costs, which is included in “Loss on July 13, 2027,extinguishment of debt” in the accompanying consolidated statements of operations.
Issuance of $400 Million Notes Due 2031
    On August 4, 2021, we completed an underwritten public offering of $400.0 million of 2.150% green Senior Notes due 2031 (the “$400 Million Notes due 2031”). The $400 Million Notes due 2031 were issued to the public at 99.014% of the principal amount, with a fixed annual interestcoupon rate of 3.93% (the “$125 Million Notes”)2.150%. On July 13, 2017, we completed the issuance of the $125 Million Notes.
Interest on the $125$400 Million Notes will bedue 2031 is payable quarterlysemiannually on the thirteenthfirst day of January, April, JulyMarch and OctoberSeptember in each year, commencingbeginning on October 13, 2017. March 1, 2022, until maturity on September 1, 2031.
We may prepayredeem the $400 Million Notes due 2031 at our option and sole discretion, in whole at any time all or in part from time to time any partprior to June 1, 2031 (three months prior to the maturity date of the $125$400 Million Notes in amounts not less than $2.5 milliondue 2031), at a redemption price equal to the greater of the $125 Million Notes then outstanding at (i) 100% of the principal amount so prepaidof the $400 Million Notes due 2031 being redeemed; and (ii) a make-whole premium calculated in accordance with the Make-Whole Amount (as defined inindenture. Notwithstanding the NPGA). Our obligations underforegoing, on or after June 1, 2031 (three months prior to the $125maturity date of the $400 Million Notes are fully and unconditionally guaranteed by us and certaindue 2031), the redemption price will be equal to 100% of our subsidiaries.the principal amount of the $400 Million Notes due 2031 being redeemed.
$225Repayment of $225 Million Term Loan Facility
On January 14, 2016,August 9, 2021, we entered intoused a credit agreement for a seniorportion of the proceeds from the issuance of the $400 Million Notes due 2031 to repay our $225.0 million unsecured term loan facility (the “$225 Million Term Loan Facility”) that initially permits aggregate borrowings of up to $125.0 million, the total of which we borrowed the same day at closing. Under the termsin full. We did not incur any prepayment penalties for repaying in advance of the credit agreement,maturity date of January 14, 2023. In connection with the repayment of this term loan, we are permitted to add one or more incremental term loanswrote off $0.5 million of unamortized debt issuance costs, which is included in “Loss on extinguishment of debt” in the accompanying consolidated statements of operations.
Assumption of Mortgage Loans
    On January 27, 2021, in connection with the acquisition of the property located at 7817 Woodley Avenue, we assumed a mortgage loan secured by this property. At the date of acquisition, the assumed loan had a principal balance of $3.2 million and a fair value of $3.3 million resulting in an aggregate amount not to exceed $100.0 million (the “Accordion”), subject toinitial net debt premium of $0.1 million. The mortgage loan bears interest at a fixed rate of 4.14% per annum.
On October 12, 2021, in connection with the satisfactionacquisition of specified conditions. On April 15, 2016,the property located at 2515 Western Avenue, we exercisedassumed a mortgage loan secured by this property. At the Accordiondate of acquisition, the assumed loan had a principal balance and fair value of $13.2 million. The mortgage loan bears interest at a fixed rate of 4.50% per annum. In June 2022, we repaid in full thereby increasing the aggregate amount outstanding under the $225principal balance on this mortgage loan.
Debt Covenants
    The Credit Agreement, $60 Million Term Loan Facility, to $225.0 million. The maturity date of the $225 Million Term Loan Facility is January 14, 2023.
Interest on the $225 Million Term Loan Facility accrues based upon, at our option, either (i) LIBOR plus the applicable Eurodollar rate margin or (ii) the applicable base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate or (c) the thirty-day LIBOR plus 1.00%, plus the applicable base rate margin. If we attain one additional investment grade rating by one or more of Standard & Poor’s or Moody’s Investor Services to complement our current investment grade Fitch rating, we may elect to convert the pricing structure under the $225 Million Term Loan Facility to be based on such rating. In that event, the applicable Eurodollar rate margin will range from 1.50% to 2.25% per annum, and the applicable base rate margin will range from 0.50% to 1.25% per annum, depending on our Leverage Ratio (as defined in the credit agreement).
We have the option to voluntarily prepay any amounts borrowed under the $225 Million Term Loan Facility in whole or in part at any time, subject to certain notice requirements. To the extent that we prepay all or any portion of a loan on or prior to January 14, 2018, we will pay a prepayment premium equal to (i) if such prepayment occurs prior to January 14, 2017, 2.00% of the principal amount so prepaid and (ii) if such prepayment occurs on or after January 14, 2017, but prior to January 14, 2018, 1.00% of the principal amount so prepaid. Amounts borrowed under the $225 Million Term Loan Facility and repaid or prepaid may not be reborrowed.
The $225 Million Term Loan Facility contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the credit agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the $225 Million Term Loan Facility, all outstanding principal amounts, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
Debt Covenants


The Amended Credit Agreement, the $225 Million Term Loan Facility, the $100$100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), our $125.0 million unsecured guaranteed senior notes (the “$125 Million Notes”) and our $25 million unsecured guaranteed senior notes and $75 million unsecured guaranteed senior notes (together the $125 Million Notes“Series 2019A and 2019B Notes”) all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•For the Amended Credit Agreement and the $225$60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;
•For the $100 Million Notes, and the $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;
Maintaining•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
Maintaining
F-29

•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30,2016;30, 2016;
•Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;
Maintaining•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
Maintaining•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00. 
The Amended$400.0 million of 2.125% Senior Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•Maintaining a ratio of secured debt to total asset value of not more than 40%;
•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
    The Credit Agreement the $225 Million Term Loan Facility, the $100 Million Notes and the $125 MillionSenior Notes also provide that our distributions may not exceed the greater of (i) 95.0% of our funds from operations or (ii) the amount required for us to qualify and maintain our status as a REIT and avoid the payment of federal or state income or excise tax in any 12-month period.
Subject to the terms of the $100Credit Agreement, $60 Million NotesTerm Loan Facility and the $125 MillionSenior Notes, (together the “Notes”), upon certain events of default, including, but not limited to, (i) a default in the payment of any principal make-whole payment amount, or interest, under the Notes, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the Notesdebt agreement, and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest and the make-whole payment amount on the outstanding Notesdebt will become immediately due and payable at the option of the purchasers.payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch. At issuance, each of the Notes were assigned an investment grade rating of BBB- by Fitch, which most recently affirmed in September 2017, with a stable outlook.
Our $60.0 million term loan contains the following financial covenants:
Maintaining a Debt Service Coverage Ratio (as defined in the term loan agreement) of at least 1.10 to 1.00, to be tested quarterly;
Maintaining Unencumbered Liquid Assets (as defined in the term loan agreement) of not less than (i) $5,000,000, or (ii) $8,000,000 if we elect to have Line of Credit Availability (as defined in the term loan agreement) included in the calculation, of which $2,000,000 must be cash or cash equivalents, to be tested annuallycredit ratings as of December 31, of each year;
Maintaining a minimum Fair Market Net Worth (as defined in the term loan agreement) of at least $75,000,000, to be tested annually as of December 31 of each year.2022, were BBB+ from S&P, BBB+ from Fitch and Baa2 from Moody’s.
We were in compliance with all of our quarterly and annual debt covenants as of December 31, 2017.2022.



6.    Leases
6.Operating Leases
Lessor - Operating Leases
We lease industrial space to tenants primarily under non-cancelable operating leases that generally contain provisions for aminimum base rentrents plus reimbursement for certain operating expenses. Operating expenseTotal minimum lease payments are recognized in rental income on a straight-line basis over the term of the related lease and estimated reimbursements from tenants for real estate taxes, insurance, common area maintenance and other recoverable operating expenses are reflectedrecognized in rental income in the consolidated statementsperiod that the expenses are incurred.
    For the year ended December 31, 2022, we recognized $599.2 million of operations as tenant reimbursements.rental income related to operating lease payments of which $491.1 million was for fixed lease payments and $108.1 million was for variable lease payments. For the year ended December 31, 2021, we recognized $436.3 million of rental income related to operating lease payments of which $360.2 million was for fixed lease payments and $76.1 million was for variable lease payments. For the year ended December 31, 2020, we recognized $318.8 million of rental income related to operating lease payments of which $266.1 million was for fixed lease payments and $52.7 million was for variable lease payments.

F-30


Future    The following table sets forth the undiscounted cash flows for future minimum base rentrents to be received under operating leases as of December 31, 2017 is summarized as follows2022 (in thousands):
For the year ending December 31, 
2023$513,582 
2024447,083 
2025381,133 
2026305,315 
2027223,512 
Thereafter817,465 
Total$2,688,090 
For the year ending December 31: 
2018$144,053
2019126,373
2020101,504
202169,662
202245,611
Thereafter143,415
Total$630,618
The future minimum base rentrents in the table above excludes tenant reimbursements of operating expenses, amortization of adjustments for deferred rent receivables and the amortization of above/below-market lease intangibles.

Lessor – Sales-Type Lease
In June 2020, we executed a five-year-year lease for a 58,802 rentable square foot unit at the property located at 2722 Fairview Street (“Fairview”). The lease contained an option whereby the tenant could purchase the entire 116,757 rentable square foot property at a purchase price of $20.4 million, by executing its purchase option on or before December 10, 2020.

On September 9, 2020, the tenant exercised its option to purchase Fairview, which resulted in a change in lease classification from an operating lease to a sales-type lease. As a result of this change in classification, on September 9, 2020, we derecognized the net book value of the property, recorded a sales-type lease receivable of $20.3 million (measured as the discounted present value of the fixed purchase option price), and recognized a $3.8 million gain on sale due to lease reclassification. On September 30, 2020, the sale of Fairview closed and we collected the lease receivable and recorded $0.6 million of selling costs/write-offs, for a total net gain on sale of $3.3 million. The net proceeds from the sale of Fairview are included in net cash provided by operating activities in the consolidated statements of cash flows.
7.
Lessee
    We lease office space as part of conducting our day-to-day business. As of December 31, 2022, our office space leases have remaining lease terms ranging from approximately two years to five years with options to renew for an additional term of five years each. As of December 31, 2022, we also have two ground leases, one of which is a lease we assumed in the acquisition of 2970 East 50th Street in March 2022 which has a current remaining lease term of approximately 38 years and four additional ten-year options to renew. The second ground lease is for a parcel of land that is adjacent to one of our properties and is used as a parking lot. This ground lease has a current remaining term of approximately one year and two additional ten-year options to renew.
In November 2021, we executed a sublease agreement for one of our leased office spaces as a result of the implementation of a work from home flexibility program in 2021 based on the success of our virtual working environment during the earlier part of the pandemic. The term of the sublease is for a period of three years and 9 months (expiring in September 2025) and has an annual lease payment of approximately $0.3 million per year. Upon executing the sublease agreement, we reviewed the ROU asset and other assets associated with the original office space lease for recoverability and determined that the total carrying amount of these assets exceeded the undiscounted cash flows generated by the sublease income over the lease term. Accordingly, the carrying value of these assets were written down to fair value and we recorded a $1.0 million impairment charge for the year ended December 31, 2021, which is included in “Other expenses” in the accompanying consolidated statements of operations, with a corresponding adjustment to “Other assets” in the consolidated balance sheets as of December 31, 2021.
As of December 31, 2022, total ROU assets and lease liabilities were approximately $8.5 million and $10.9 million, respectively. As of December 31, 2021, total ROU assets and lease liabilities were approximately $3.5 million and $5.0 million, respectively.
F-31

    The tables below present financial and supplemental information associated with our leases.
Year Ended December 31,
Lease Cost(1) (in thousands)
202220212020
Operating lease cost$1,845 $1,598 $1,354 
Variable lease cost113 63 39 
Sublease income(268)— — 
Total lease cost$1,690 $1,661 $1,393 
(1)Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statement of operations.
Year Ended December 31,
Other Information (in thousands)202220212020
Cash paid for amounts included in the measurement of operating lease liabilities$2,016 $1,471 $1,127 
Right-of-use assets obtained in exchange for new operating lease liabilities$6,363 $— $3,204 

Lease Term and Discount RateDecember 31, 2022December 31, 2021
Weighted-average remaining lease term(1)
36.5 years3.3 years
Weighted-average discount rate(2)
3.77 %2.95 %
(1)Includes the impact of extension options that we are reasonably certain to exercise. The weighted average remaining lease term as of December 31, 2022 includes the ground lease we assumed in the acquisition of 2970 East 50th Street in March 2022, which has a remaining lease term of approximately 78 years (including the four additional ten-year renewal options). Excluding this ground lease, the weighted average remaining lease term as of December 31, 2022, is 3.3 years.
(2)Because the rate implicit in each of our leases was not readily determinable, we used our incremental borrowing rate. In determining our incremental borrowing rate for each lease, we considered recent rates on secured borrowings, observable risk-free interest rates and credit spreads correlating to our creditworthiness, the impact of collateralization and the term of each of our lease agreements.
    The following table summarizes the maturity of operating lease liabilities under our corporate office leases and ground leases as of December 31, 2022 (in thousands):
2023$2,308 
20242,297 
20251,122 
2026681 
2027696 
Thereafter20,051 
Total undiscounted lease payments$27,155 
Less imputed interest(16,266)
Total lease liabilities$10,889 


F-32

7.    Interest Rate Swaps
Risk Management Objective of Using Derivatives
We are exposed to certain risks arising from both our business operationsThe following table sets forth a summary of the terms and economic conditions.  We principally manage our exposures to a wide variety of business and operational risks through managementfair value of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments.  Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings.  
Derivative Instruments
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of December 31, 2022 and 2021 (dollars in thousands). We record all derivative instruments on a gross basis in the consolidated balance sheets, and accordingly, there are no offsetting amounts that net assets against liabilities. 
    
Notional Value(2)
Fair Value of Interest Rate
Derivative Assets/ (Liabilities)(3)
Derivative InstrumentEffective DateMaturity Date
Interest Strike Rate(1)
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
Interest Rate Swap7/27/20225/26/20272.8170 %$150,000 $— $5,720 $— 
Interest Rate Swap7/27/20225/26/20272.8175 %$150,000 $— $5,702 $— 
Interest Rate Swap7/22/201911/22/20242.7625 %$— $150,000 $— $(7,482)
(1)As of December 31, 2022, our interest rate risk management strategy.  Interestswaps were indexed to 1-month SOFR. As of December 31, 2021, our interest rate swap was indexed to 1-month LIBOR.
(2)Represents the notional value of swaps that are effective as of the balance sheet date presented. 
(3)The fair value of derivative assets is included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets and the fair value of derivative (liabilities) are included in the line item “Interest rate swap liability” in the accompanying consolidated balance sheets.
Transactions
On July 21, 2022, we executed five interest rate swap transactions with an aggregate notional value of $300.0 million to manage our exposure to changes in Term SOFR related to a portion of our variable-rate debt. These swaps, which became effective commencing on July 27, 2022 and mature on May 26, 2027, currently fix Term SOFR at a weighted average rate of 2.81725%. We have designated these interest rate swaps involveas cash flow hedges.
On May 26, 2022, in conjunction with the receiptrepayment of variable amountsthe $150.0 million term loan facility, we paid $0.6 million to terminate the interest rate swap that was used to hedge the monthly cash flows associated with $150.0 million of LIBOR-based variable-rate debt, and which had an unrealized loss balance of $0.6 million in AOCI at the time of termination. We are amortizing the loss on this transaction from AOCI into interest expense on a counterparty in exchange for us making fixed-rate paymentsstraight-line basis over the lifeperiod beginning from the termination date of the agreements without exchangeinterest rate swap (May 26, 2022) through the original maturity date of the underlyinginterest rate swap (November 22, 2024).
On August 11, 2021, in conjunction with the repayment of the $225.0 million term loan facility, we paid $1.3 million to terminate two interest rate swaps with a combined notional amount.amount of $225.0 million and a maturity date of January 14, 2022 (the “$225 Million Swaps”), that were used to hedge the monthly cash flows associated $225.0 million of LIBOR-based variable-rate debt, and which had an unrealized loss balance of $1.3 million in AOCI at the time of termination. We have amortized the loss on this transaction from AOCI into interest expense on a straight-line basis over the period beginning from the termination date of the $225 Million Swaps (August 9, 2021) through the original maturity date of the $225 Million Swaps (January 14, 2022).
On July 13, 2021, we executed three 10-year treasury rate lock agreements with a combined notional amount of $150.0 million at a weighted average fixed interest rate of 1.38179% (the “T-Locks”), intended to designate as a cash flow hedge against changes in interest rates on anticipated future fixed-rate unsecured borrowings. On August 9, 2021, we settled the T-Locks in connection with the issuance of the $400 Million Notes due 2031 for a payment of $2.8 million, which is included in the balance of AOCI and is being amortized into interest expense on a straight-line basis over the 10-year term of the hedged transaction.
F-33

Our interest rate swaps are designated and qualify as cash flow hedges. We do not use derivatives for trading or speculative purposes. 
The effective portion of the change in fair value of derivatives designated and qualifying as cash flow hedges is initially recorded in accumulated other comprehensive income/(loss) (“AOCI”)AOCI and is subsequently reclassified from AOCI into earnings in the period that the hedged forecasted transaction affectstransactions affect earnings. The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings.
On August 11, 2017, we entered into an interest rate swap transaction to manage our exposure to fluctuations in variable interest rate associated with the Amended $100 Million Term Loan. The interest rate swap has a notional value of $100.0 million with an effective date of December 14, 2018, and a maturity date of August 14, 2021 (the “New Swap”). The effective date coincides with the termination date of our two in-place interest rate swaps, each of which has a notional value of $50 million, that currently fix the annual interest rate payable on the Amended $100 Million Term Loan at 1.8975% plus an applicable margin under the terms of the Amended Credit Agreement. Under the terms of the New Swap, we are required to make certain monthly fixed rate payments calculated on a notional value of $100 million, while the counterparty is obligated to make certain monthly floating rate payments based on LIBOR to us referencing the same notional value. Upon termination of the two in-place swaps, the New Swap will effectively fix the annual interest rate payable on the Amended $100 Million Term Loan at 1.764% plus an applicable margin under the terms of the Amended Credit Agreement.
The following table sets forth a summary of our interest rate swaps as of December 31, 2017 and 2016 (dollars in thousands):


        Fair Value 
Current Notional Amount(1)
Derivative Instrument Effective Date Maturity Date Interest Strike Rate December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016
Assets(2):
              
Interest Rate Swap 2/14/2018 1/14/2022 1.349% $3,582
 $3,245
 $—
 $—
Interest Rate Swap 8/14/2018 1/14/2022 1.406% $2,521
 $2,349
 $—
 $—
Interest Rate Swap 12/14/2018 8/14/2021 1.764% $1,090
 $—
 $—
 $—
Liabilities(3):
      
        
Interest Rate Swap 1/15/2015 2/15/2019 1.826% $11
 $338
 $30,000
 $30,000
Interest Rate Swap 7/15/2015 2/15/2019 2.010% $70
 $440
 $28,891
 $29,674
Interest Rate Swap 8/14/2015 12/14/2018 1.790% $18
 $529
 $50,000
 $50,000
Interest Rate Swap 2/16/2016 12/14/2018 2.005% $120
 $738
 $50,000
 $50,000

(1)
Represents the notional value of swaps that are effective as of the balance sheet date presented. 
(2)The fair value of these interest rate swaps are included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets.
(3)The fair value of these interest rate swaps are included in the line item “Interest rate swap liability” in the accompanying consolidated balance sheets.
Derivative instruments that are subject to master netting arrangements and qualify for net presentation in the consolidated balance sheets are presented on a gross basis in the consolidated balance sheets as of December 31, 2017 and 2016.  As of December 31, 2017, if we had recognized these derivative instruments on a net basis, we would have reported an interest rate swap asset of $7.0 million and an interest rate swap liability of zero, which represent the net balances after the effect of offsetting with counterparties where we had both derivative assets and derivative liabilities.
The following table sets forth the impact of our interest rate swaps on our consolidatedfinancial statements of operations for the periods presented (in thousands):
Year Ended December 31,
 202220212020
Interest Rate Swaps in Cash Flow Hedging Relationships:   
Amount of gain (loss) recognized in AOCI on derivatives$17,227 $263 $(17,212)
Amount of loss reclassified from AOCI into earnings as “Interest expense” (1)
$(1,619)$(8,070)$(6,332)
Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”)$48,496 $40,139 $30,849 
 Year Ended December 31,
  2017  2016  2015
Interest Rate Swaps in Cash Flow Hedging Relationships:     
Amount of gain (loss) recognized in AOCI on derivatives (effective portion)$2,084
 $4,475
 $(2,781)
Amount of loss reclassified from AOCI into earnings under “Interest expense” (effective portion)$(1,341) $(2,218) $(1,039)
Amount of gain (loss) recognized in earnings under “Interest expense” (ineffective portion and amount excluded from effectiveness testing)$—
 $—
 $—
(1)Includes amounts that are being amortized from AOCI into interest expense on a straight-line basis related to (i) the T-Locks that were settled in August 2021, (ii) the interest the interest rate swaps that were terminated in November 2020 and August 2021 and for which amounts have been fully reclassified into interest expense as of the original maturity date of each interest rate swap, which was in August 2021 and January 2022, respectively, and (iii) the interest rate swap that was terminated in May 2022, as discussed above.
During the next twelve months,As of December 31, 2022, we estimate that an additional $0.5approximately $5.3 million of net unrealized gains will be reclassified from AOCI into earnings as a net decrease to interest expense.expense over the next twelve months.
Credit-risk-related Contingent Features
Certain of our agreements with our derivative counterparties contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender within a specified time period, then we could also be declared in default on its derivative obligations.
Certain of our agreements with our derivative counterparties contain provisions where if a merger or acquisition occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.




8.    Fair Value Measurements


8.Fair Value Measurements
We have adopted FASB Accounting Standards CodificationASC Topic 820: Fair Value Measurements and Disclosure (“ASC 820”). ASC 820 defines fair value and establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. 
value. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
F-34

Recurring Measurements – Interest Rate Swaps
Currently, weWe use interest rate swap agreements to manage our interest rate risk.  The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. 
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties.  However, as of December 31, 2017, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.  As a result, we have determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.


The table below sets forth the estimated fair value of our interest rate swaps as of December 31, 20172022 and 2016,2021, which we measure on a recurring basis by level within the fair value hierarchy (in thousands).
Fair Value Measurement Using
 Fair Value Measurement UsingTotal Fair ValueQuoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable Inputs
(Level 3)
December 31, 2022December 31, 2022
Interest Rate Swap AssetInterest Rate Swap Asset$11,422 $— $11,422 $— 
 Total Fair Value 
Quoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
December 31, 2017        
Interest Rate Swap Asset $7,193
 $—
 $7,193
 $—
December 31, 2021December 31, 2021
Interest Rate Swap Liability $(219) $—
 $(219) $—
Interest Rate Swap Liability$(7,482)$— $(7,482)$— 
December 31, 2016        
Interest Rate Swap Asset $5,594
 $—
 $5,594
 $—
Interest Rate Swap Liability $(2,045) $—
 $(2,045) $—
Financial Instruments Disclosed at Fair Value
The carrying amounts of cash and cash equivalents, rents and other receivables, other assets, accounts payable, accrued expenses and other liabilities, and tenant security deposits approximate fair value because of their short-term nature.
The fair value of our notes payable was estimated by calculating the present value of principal and interest payments, using currently availablediscount rates that best reflect current market rates adjustedfor financings with asimilar characteristics and credit spread,quality, and assuming the loans areeach loan is outstanding through theits respective contractual maturity date.
The table below sets forth the carrying value and the estimated fair value of our notes payable as of December 31, 20172022 and 20162021 (in thousands).
 Fair Value Measurement Using 
LiabilitiesTotal Fair ValueQuoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)		Significant Other
Observable Inputs
(Level 2)		Significant
Unobservable Inputs
(Level 3)		Carrying Value
Notes Payable at:     
December 31, 2022$1,740,745 $— $— $1,740,745 $1,936,381 
December 31, 2021$1,404,680 $— $— $1,404,680 $1,399,565 


F-35

  Fair Value Measurement Using  
Liabilities Total Fair Value 
Quoted Price in Active
Markets for Identical
Assets and Liabilities
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
 Carrying Value
Notes Payable at:          
December 31, 2017 $673,377
 $—
 $—
 $673,377
 $668,941
December 31, 2016 $507,733
 $—
 $—
 $507,733
 $500,184
9.    Related Party Transactions


9.Related Party Transactions
Howard Schwimmer
We engage in transactions with Howard Schwimmer, our Co-Chief Executive Officer, earning management fees and leasing commissions from entities controlled individually by Mr. Schwimmer. Fees and commissions earned from these entities are included in “Management leasing and developmentleasing services” in the consolidated statements of operations.  We recorded $0.4$0.6 million, $0.3$0.5 million and $0.2$0.4 million during the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively, in management leasing and developmentleasing services revenue.
Purchase and Sale Agreement
On November 30, 2017, we entered into a purchase and sale agreement (the "Agreement") with 6110-6114 Cahuenga Avenue, LLC (the "Buyer") for the sale of our property located at 200-220 South Grand Avenue for a contract price of approximately $4.4 million. Larry Schwimmer is the general partner of 6110-6114 Cahuenga Avenue, LLC, and father of Howard Schwimmer, our Co-Chief Executive Officer. Prior to entering into the Agreement, the relevant facts and circumstances relating to this transaction were presented to our audit committee, in accordance with our corporate governance guidelines, and to our board of directors. This transaction was unanimously approved by our audit committee in accordance with our corporate governance guidelines.




10.    Commitments and Contingencies
Legal
From time to time, we are party to various lawsuits, claims and legal proceedings that arise in the ordinary course of business. We are not currently a party to any legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
Environmental
We generally will perform environmental site assessments at properties we are considering acquiring. After the acquisition of such properties, we continue to monitor the properties for the presence of hazardous or toxic substances. From time to time, we acquire properties with known adverse environmental conditions. If at the time of acquisition, losses associated with environmental remediation obligations are probable and can be reasonably estimated, we record a liability.
On February 25, 2014, we acquired the property located at West 228th Street. Before purchasing the property, during the due diligence phase, we engaged a third party environmental consultant to perform various environmental site assessments to determine the presence of any environmental contaminants that might warrant remediation efforts. Based on their investigation, they determined that hazardous substances existed at the property and that additional assessment and remediation work would likely be required to satisfy regulatory requirements. The total remediation costs were estimated to be $1.3 million, which includes remediation, processing and oversight costs.
To address the estimated costs associated with the environmental issues at the West 228th Street property, we entered into an Environmental Holdback Escrow Agreement (the “Holdback Agreement”) with the former owner, whereby $1.4 million was placed into an escrow account to be used to pay remediation costs. To fund the $1.4 million, the escrow holder withheld $1.3 million of the purchase price, which would have otherwise been paid to the seller at closing, and the Company funded an additional $0.1 million. According to the Holdback Agreement, the seller has no liability or responsibility to pay for remediation costs in excess of $1.3 million.
As of December 31, 2017 and 2016,2022, we had a $1.1 million and $1.1 million contingent liability recorded in the line item “Accounts payable and accrued expenses” in our consolidated balance sheets, reflecting the estimated remaining cost to remediateare not aware of any environmental liabilities at West 228th Street that existed prior to the acquisition date. As of December 31, 2017 and 2016, we also had a $1.1 million and $1.1 million corresponding indemnification asset recorded in the line item “Other assets” in our consolidated balance sheets, reflecting the estimated costs we expect the former owner to cover pursuant to the Holdback Agreement.
We expect that the resolution of the environmental matters relating to the above will notwould have a material impact on our consolidated financial condition, results of operations or cash flows. However, we cannot be sure that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise. Furthermore, we cannot assure you that future changes to environmental laws or regulations and their application will not give rise to loss contingencies for future environmental remediation.
Rent ExpenseTenant and Construction Related Commitments
As of December 31, 2017, we lease a parcel of land that is currently being sub-leased to a tenant for a parking lot. This ground lease is scheduled to expire on June 1, 2062.  We recognized rental expense for our ground lease in the amount of $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. As part of conducting our day-to-day business, we also lease office space under operating leases. We recognized rental expense for our corporate and satellite office leases in the amount of $0.5 million, $0.5 million and $0.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. 


The future minimum commitment under our corporate and satellite office leases and ground lease as of December 31, 2017, is as follows (in thousands):
For the year ending December 31:Office Lease Ground Lease
2018$783
 $144
2019569
 144
2020164
 144
2021120
 144
2022—
 144
Thereafter—
 5,676
Total$1,636
 $6,396

On September 14, 2016 (the “Effective Date”), we entered into a ground lease for approximately 1.58 million square feet of land located in Corona, California, with the intention to develop buildings on the site. Under the terms of the ground lease, we had up to 420 days from the Effective Date, subject to certain conditions, to satisfy and waive certain contingencies, or terminate the ground leases for any reason. On March 13, 2017, we terminated the ground lease. As a result of the termination, we wrote-off $0.3 million of previously incurred transaction costs to the line item “Acquisition expenses” in the consolidated statements of operations.

Tenant and Construction Related
As of December 31, 2017,2022, we had commitments of approximately $19.0$114.2 million for tenant improvement and construction work under the terms of leases with certain of our tenants and contractual agreements with our construction vendors.
Concentrations of Credit Risk
We have deposited cash with financial institutions that are insured by the Federal Deposit Insurance Corporation up to $250,000 per institution.  Although we have deposits at institutions in excess of federally insured limits as of December 31, 2017,2022, we do not believe we are exposed to significant credit risk due to the financial position of the institutions in which those deposits are held.
Concentration of Properties in Southern California
As of December 31, 2017,2022, all of our properties are located in the Southern California, infill markets.  The ability of the tenantswhich may expose us to honor the terms of their respective leases is dependent uponrisks associated with the economic, regulatory and social factors affecting the markets in which the tenantswe operate.
Tenant Concentration
During the year ended December 31, 2017,2022, no single tenant accounted for more than 5% of our total consolidated rental revenues.income.



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11.    Investments in Unconsolidated Real Estate Entities
On July 6, 2016, we acquired the property located at 3233 Mission Oaks Boulevard (the “final JV property”), which comprised substantially all of the JV’s assets, from the JV for a contract price of $25.7 million. Prior to the acquisition, our ownership interest in the final JV property was 15%. Following the acquisition, we own 100% of the final JV property and are accounting for it on a consolidated basis (See Note 3). In connection with the JV’s sale of the final JV property, we wrote-off the related $0.6 million unamortized basis adjustment. Immediately after the sale of the final JV property, the carrying value of our investment in unconsolidated real estate entities was $3.6 million.
Following the sale of the final JV property, the JV distributed all of its available cash, with the exception of a small amount of working capital which was retained to cover any residual costs associated with the winding down of the JV. Our share of the JV distributions totaled $5.5 million, which exceeded the $3.6 million carrying value of our investment immediately after the sale of the final JV property. We recorded the $1.9 million of excess distributions as a realized gain in the line item “Equity in income from unconsolidated real estate entities” in the consolidated statements of operations.
During the year ended December 31, 2017, the remaining assets were liquidated by the JV and we received a final distribution in the amount of $11 thousand which is reported in the line item “Equity in income from unconsolidated real estate entities” in the consolidated statements of operations.


The following table presents the combined summarized results of operations of our unconsolidated joint venture. These amounts include the results of operations of the final JV property during the period prior to July 6, 2016, when we acquired the remaining 85% ownership interest in the final JV property. Amounts provided are attributable to the JV and do not represent our proportionate share (in thousands).

 Year Ended December 31,
 2017 2016 2015
Revenues$—
 $1,281
 $2,673
Expenses—
 (442) (1,911)
Gain on sale of properties—
 3,458
 —
Net income$—
 $4,297
 $762
Stockholders’ Equity
    
Management Services
During the time that the JV owned the final JV Property, we performed property and construction management services for the JV property. We earned fees and commissions for these services totaling zero, $0.1 million and $0.2 million during the years ended December 31, 2017, 2016 and 2015, respectively, which are included in the line item “Management, leasing and development services” in the consolidated statements of operations.


12.Dispositions and Real Estate Held for Sale
Dispositions
The table below summarizes the properties we sold during the years ended December 31, 2017 and December 31, 2016 (dollars in thousands).  We did not complete any dispositions during the year ended December 31, 2015.
Address Submarket 
Date of
Disposition
 
Rentable
Square Feet
 Contract Sales Price 
Gain
Recorded
2017 Dispositions:          
9375 Archibald Avenue Inland Empire West 3/31/2017 62,677
 $6,875
 $2,668
2535 Midway Drive San Diego - Central 5/17/2017 373,744
 $40,050
 $16,026
2811 Harbor Boulevard Orange County - Airport 6/28/2017 126,796
 $18,700
 $594
12345 First American Way San Diego - Central 10/31/2017 40,022
 $7,600
 $4,146
9401 De Soto Avenue Los Angeles - San Fernando Valley 11/2/2017 150,831
 $23,000
 $4,748
77-700 Enfield Lane Inland Empire East 11/29/2017 21,607
 $2,431
 $1,391
Total     775,677
 $98,656
 $29,573
           
2016 Dispositions:          
6010 N. Paramount Boulevard Los Angeles - South Bay 5/2/2016 16,534
 $2,480
 $944
1840 Dana Street Los Angeles - San Fernando Valley 5/25/2016 13,497
 $4,250
 $1,445
12910 East Mulberry Drive Los Angeles - Mid-Counties 6/7/2016 153,080
 $15,000
 $9,174
22343-22349 La Palma Avenue Orange County - North 11/22/2016 115,760
 $17,000
 $4,752
331 East 157th Street Los Angeles - South Bay 11/28/2016 12,000
 $1,975
 $1,062
Total     310,871
 $40,705
 $17,377
Preferred Stock
    



Real Estate Held for Sale

As of December 31, 2017, our properties located at (i) 700 Allen Avenue2022 and 1830 Flower Street and (ii) 8900-8980 Benson Avenue and 5637 Arrow Highway were classified as held for sale. As2021, we had the following series of December 31, 2016, we did not have any properties classified as held for sale.Cumulative Preferred Shares (“Preferred Stock”) outstanding (dollars in thousands):

The following table summarizes the major classes of assets and liabilities associated with real estate properties classified as held for sale as of December 31, 2017:

  December 31, 2017
Land $5,671
Buildings and improvements 7,180
Tenant improvements 429
Construction in progress 16
Real estate held for sale 13,296
Accumulated depreciation (1,609)
Real estate held for sale, net 11,687
Acquired lease intangible assets, net 71
Other assets associated with real estate held for sale 678
Total assets associated with real estate held for sale, net $12,436
   
Tenant security deposits $193
Other liabilities associated with real estate held for sale 50
Total liabilities associated with real estate held for sale $243



13.Stockholders’ Equity
Preferred Stock
On November 13, 2017, we completed an underwritten public offering of 3,000,000 shares of our 5.875% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock") at a price of $25.00 per share. The net proceeds from the offering were approximately $72.5 million after deducting the underwriters’ discount and offering costs totaling $2.5 million. The Series B Preferred Stock is presented in stockholders' equity on the consolidated balance sheet net of issuance costs.
On August 16, 2016, we completed an underwritten public offering of 3,600,000 shares of our 5.875% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a price of $25.00 per share. The net proceeds from the offering were approximately $86.7 million after deducting the underwriters’ discount and offering costs totaling $3.3 million. The Series A Preferred Stock is presented in stockholders' equity on the consolidated balance sheet net of issuance costs.
December 31, 2022December 31, 2021
SeriesEarliest Redemption DateDividend RateShares OutstandingLiquidation PreferenceShares OutstandingLiquidation Preference
Series BNovember 13, 20225.875 %3,000,000 $75,000 3,000,000 $75,000 
Series CSeptember 20, 20245.625 %3,450,000 86,250 3,450,000 86,250 
Total Preferred Shares6,450,000 $161,250 6,450,000 $161,250 
Dividends on our Series A Preferred Stock and Series B Preferred Stock (collectively the “Series A and B Preferred Stock”) are cumulative from the date of original issuance and are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2016, for our Series Ayear. Our Preferred Stock and beginning on March 30, 2018, for our Series B Preferred Stock, at a rate of 5.875% per annum of its $25.00 per share liquidation preference (equivalent to $1.46875 per share per annum). The Series A and B Preferred Stock havehas no stated maturity datedates and areis not subject to any mandatory redemption or any sinking fund.funds. The holders of our Series A and B Preferred Stock rank senior to the holders of our common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. The holders of our Series A and B Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly dividend periods (whether or not consecutive). We may not redeem the Series A Preferred Stock prior to August 16, 2021, and the Series B Preferred Stock prior to November 13, 2022, except in limited circumstances to preserve our status as a REIT or pursuant to a specified change of control transaction. On or after August 16, 2021, we may redeem our Series A Preferred Stock, and on or after November 13,


2022, we may redeem our Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a specified change of control transaction, we may, at our option, redeem the Series A Preferred Stock and/or the Series Beach series of Preferred Stock in whole or in part within 120 days after the change of control occurred, by paying  $25.00 per share in cash, plus any accrued and unpaid distributions through the date of redemption. If we do not exercise our right to redeem the Series A Preferred Stock and/or the Series B Preferred Stock, upon the occurrence of a specified change of control transaction, the holders of the Series A and Bour Preferred Stock have the right to convert some or all of their shares into a number of the Company’s common shares equivalent to $25.00 plus accrued and unpaid dividends, divided by the average closing price per share of the Company’s common stock for the 10 trading days preceding the date of the change of control, but not to exceed a capcertain capped number of 2.2738 shares of common stock per share of Series A Preferred Stock or a cap of 1.6578 shares of common stock per share of Series B Preferred Stock, subject to certain adjustments.
CommonRedemption of Series A Preferred Stock Issuances
On April 15, 2016,August 16, 2021 (the “Redemption Date”), we completedredeemed all 3,600,000 shares of our 5.875% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”). The redemption price for the Series A Preferred Stock was equal to $25.00 per share, plus all accrued and unpaid dividends on such shares up to but not including the Redemption Date, in an amount equal to $0.183594 per share, for a public follow-ontotal payment of $25.183594 per share, or $90.7 million. In connection with the redemption of the Series A Preferred Stock on August 16, 2021, we incurred an associated non-cash charge of $3.3 million as a reduction to net income available to common stockholders for the related original issuance costs.
Common Stock
ATM Programs
On May 27, 2022, we established an at-the-market equity offering of 10,350,000program (“ATM program”) pursuant to which we are able to sell from time to time shares of our common stock includinghaving an aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces our previous $750.0 million ATM program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022, and a $550.0 million ATM program on June 13, 2019, under which we had sold shares of our common stock having an aggregate gross sales price of $296.5 million through November 9, 2020.
In connection with the underwriters’ exerciseATM programs established since 2020, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under our ATM programs. The use of a forward equity sale agreement allows us to lock in fulla share price on the sale of its option to purchase 1,350,000 shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an offeringagreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
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During the year ended December 31, 2022, we did not sell any shares of common stock directly through sales agents under our ATM programs. During the year ended December 31, 2021, we directly sold a total of 3,201,560 shares of our common stock under our ATM programs at a weighted average price of $17.65$52.27 per share. Theshare, for gross proceeds of $167.3 million, and net proceeds of the follow-on offering were $174.4$165.2 million, after deducting the underwriters’ discountsales agents’ fees. During the year ended December 31, 2020, we directly sold a total of 3,165,661 shares of our common stock under our ATM programs, at a weighted average price of $39.96 per share, for gross proceeds of $126.5 million, and offering costs totaling $8.3 million. On April 15, 2016, we contributed the net proceeds of $124.7 million, after deducting the offeringsales agents’ fee.
During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. During the year ended December 31, 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our Operating Partnership in exchange for 10,350,000 common units of partnership interests in the Operating Partnership (“OP Units”).
On February 3, 2015, we completed a public follow-on offering of 11,500,000ATM programs with respect to 8,589,572 shares of our common stock at an offeringa weighted average initial forward price of $16.00$62.87 per share. The netWe did not receive any proceeds offrom the follow-on offering were $176.2 million, after deducting the underwriters’ discount and offering costs totaling $7.8 million. On February 3, 2015, we contributed the net proceeds of the offering to our Operating Partnership in exchange for 11,500,000 OP Units.     
ATM Program
On September 21, 2017, we established a new at-the-market equity offering program (the “$300 Million ATM Program”) pursuant to which we may sell from time to time up to an aggregate of $300.0 million of our common stock through sales agents.  The $300 Million ATM Program replaces our previous $150 million at-the-market equity offering program, which was established on June 12, 2017. In addition, we previously established a $125 million at-the-market program on April 17, 2015. All available sharessale of common stockshares by the forward purchasers at the time we entered into forward equity sale agreements. During the year ended December 31, 2020, we did not enter into any forward equity sale agreements under the $150 million and $125 million at-the-market programs were sold prior to establishing newour ATM programs.
During the year ended December 31, 2017,2022, we sold 11,968,927physically settled a portion of the 2022 forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock under our various at-the-market equity offering programs, atfor net proceeds of $1.6 billion, based on a weighted average forward price of $28.13$65.02 per share for gross proceeds of $336.6 million. The net proceeds from these sales were $331.6 million, after deducting the sales agents’ fee.at settlement. During the year ended December 31, 2016,2021, we sold 402,683physically settled a portion of the 2021 forward equity sale agreements by issuing 6,683,216 shares of our common stock under the $125in exchange for net proceeds of $405.3 million, at-the-market program, atbased on a weighted average forward price of $23.13$60.65 per share for gross proceeds of $9.3 million. The net proceeds from these sales were $9.2 million, after deducting the sales agents’ fee. During the year ended December 31, 2015, we sold 500 shares of our common stock under the $125 million at-the-market program at a price of $14.30 per share, for gross proceeds of $7 thousand. settlement.
As of December 31, 2017,2022, we had 636,884 shares of common stock, or approximately $35.0 million of forward net proceeds remaining for settlement to occur before the capacity to issue up to an additional $229.0fourth quarter of 2023, based on forward sales of $55.00 per share.
As of December 31, 2022, approximately $165.4 million of common stock remains available to be sold under the $300 MillionCurrent 2022 ATM Program. ActualFuture sales, going forward, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us.
2022 Forward Equity Offering
During the fourth quarter of 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 11,846,425 shares of common stock, including 346,425 shares related to the partial exercise of the underwriters’ option to purchase additional shares, at an initial forward price of $55.74 per share (the “2022 Forward Offering Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 11,846,425 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement.
As of December 31, 2022, we had 8,291,721 shares of common stock, or approximately $461.4 million of forward net proceeds remaining for settlement to occur by May 2024, based on a forward price of $55.65 per share.
May 2021 Forward Equity Offering
On May 24, 2021, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 9,000,000 shares of common stock at an initial forward price of $55.29 per share (the “May 2021 Forward Sale Agreements”), pursuant to which, the forward purchasers borrowed and sold an aggregate of 9,000,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In June 2021, we partially settled the May 2021 Forward Sale Agreements by issuing 1,809,526 shares of common stock for net proceeds of $100.0 million, based on a weighted average forward price of $55.26 per share at settlement.
In September 2021, we settled the remaining shares under the May 2021 Forward Sale Agreements by issuing 7,190,474 shares of common stock for net proceeds of $395.0 million, based on a weighted average forward price of $54.93 per share at settlement.
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September 2021 Offering
In September 2021, we completed an underwritten public offering of 9,600,000 shares of common stock in which we (i) issued an aggregate of 3,100,000 shares of common stock to the underwriters at a purchase price of $58.65 per share for proceeds of $181.8 million, and (ii) entered into forward equity sale agreements with certain financial institutions acting as forward purchasers for 6,500,000 shares of common stock at an initial forward price of $58.65 per share (the “September 2021 Forward Sale Agreements”), pursuant to which the forward purchasers borrowed and sold an aggregate of 6,500,000 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time of the offering.
In December 2021, we fully settled the September 2021 Forward Sale Agreements by issuing 6,500,000 shares of common stock for net proceeds of $379.1 million, based on a forward price of $58.32 per share at settlement.
2020 Offerings
During the second quarter of 2020, we completed an underwritten public offering of 7,187,500 shares of our common stock, including the underwriters’ exercise in full of their option to purchase 937,500 shares of our common stock, at a price to the underwriters of $39.67 per share, for net proceeds of approximately $285.0 million after deducting offering costs. We contributed the net proceeds of the offering to our Operating Partnership in exchange for 7,187,500 common units of partnership interests in the Operating Partnership.
In December 2020, we completed an underwritten public offering of 6,900,000 shares of our common stock, including the underwriters’ exercise in full of their option to purchase 900,000 shares of our common stock, at a price to the underwriters of $47.15 per share, for net proceeds of approximately $325.0 million, after deducting offering costs. We contributed the net proceeds of the offering to our Operating Partnership in exchange for 6,900,000 common units of partnership interests in the Operating Partnership.
Changes in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in our AOCI balance for the years ended December 31, 2022 and 2021, which consists solely of adjustments related to our cash flow hedges:
Year Ended December 31,
 20222021
Accumulated other comprehensive loss - beginning balance$(9,874)$(17,709)
Other comprehensive income before reclassifications17,227 263 
Amounts reclassified from accumulated other comprehensive loss to interest expense(1)
1,619 8,070 
Net current period other comprehensive income18,846 8,333 
Less: other comprehensive income attributable to noncontrolling interests(725)(498)
Other comprehensive income attributable to common stockholders18,121 7,835 
Accumulated other comprehensive income (loss) - ending balance$8,247 $(9,874)
(1)Amounts include $0.3 million and $2.2 million reclassifications from AOCI into interest expense for the years ended December 31, 2022 and 2021, respectively, related to terminated swaps. See “Note 7 – Interest Rate Derivatives” for additional information.
Dividends
Earnings and profits, which determine the taxability of dividends to stockholders, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation expense.
F-39

The following tables summarize the tax treatment of common stock dividends and preferred stock dividends per share for federal income tax purposes for the years ended December 31, 2022, 2021 and 2020:
Common Stock
Year Ended December 31,
202220212020
Ordinary Income$1.203386 100.00 %$1.049243 100.00 %$0.834238 100.00 %
Total$1.203386 100.00 %$1.049243 100.00 %$0.834238 100.00 %
Series A Preferred Stock
Year Ended December 31,
202220212020
Ordinary Income$— — %$0.917970 100.00 %$1.468752 100.00 %
Total$— — %$0.917970 100.00 %$1.468752 100.00 %
Series B Preferred Stock
Year Ended December 31,
202220212020
Ordinary Income$1.468752 100.00 %$1.468752 100.00 %$1.468752 100.00 %
Total$1.468752 100.00 %$1.468752 100.00 %$1.468752 100.00 %
Series C Preferred Stock
Year Ended December 31,
202220212020
Ordinary Income$1.406252 100.00 %$1.406252 100.00 %$1.406252 100.00 %
Total$1.406252 100.00 %$1.406252 100.00 %$1.406252 100.00 %


12.    Noncontrolling Interests
Noncontrolling interests in our Operating Partnership relate to interests in the Operating Partnership, represented by common units of partnership interests in the Operating Partnership (“OP Units”), fully-vested LTIP units, fully-vested performance units, Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units, and the private REIT units, as described below, that are not owned by us.
Operating Partnership Units
As of December 31, 2017,2022, noncontrolling interests consisted of 1,905,740included 5,821,146 OP Units, and 112,505763,762 fully-vested LTIP units and 976,352 fully-vested performance units which represented approximately 2.5%3.8% of our Operating Partnership. OP Units and shares of our common stock have essentially the same economic characteristics, as they share equally in the total net income or loss distributions of our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis. See Note 14“Note 13 – Incentive Award Plan” for a description of LTIP units.units and Performance Units.
Activity
On May 25, 2022, we acquired the property located at 14200-14220 Arminta Street for a purchase price of $80.7 million. As partial consideration for the property, we issued the seller 954,000 OP Units valued at $56.2 million.
On March 5, 2020, we acquired ten industrial properties and on June 19, 2020, we acquired one additional property, from a group of sellers that were not affiliated with the Company for an aggregate purchase price of $214.2 million. As partial consideration for the acquisition of these properties, we issued the sellers 1,406,170 OP Units, valued at $67.5 million.
On November 17, 2020, we acquired the property located at 13943-13955 Balboa Boulevard for a purchase price of $45.3 million. As partial consideration for the property, we issued the seller 592,186 OP Units valued at $27.8 million.
On December 31, 2020, we acquired a portfolio of four properties for an aggregate purchase price of $84.0 million. As consideration for the portfolio, we issued the seller 1,800,000 OP Units.
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During the years ended December 31, 2017, 20162022, 2021 and 2015,2020, we redeemed 61,256, 59,646167,286, 521,199 and 288,234296,313 OP Units, respectively, in exchange for issuing to the holders of the OP Units an equal number of shares of our common stock, resulting in the reclassification of $0.6$6.2 million, $0.6$17.5 million, and $3.2$7.7 million, respectively, from noncontrolling interests to total stockholders’ equity.
DuringPreferred Units
Series 3 CPOP Units
On March 17, 2022, we acquired an industrial business park located in Long Beach, California for a contractual purchase price of approximately $24.0 million. In consideration for the property, we (i) paid approximately $12.0 million in cash and (ii) issued the seller 164,998 newly issued 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 3 CPOP Units”), valued at $12.0 million.
Holders of Series 3 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 3.00% per annum of the $72.73 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, endedbeginning on March 31, 2022. The holders of Series 3 CPOP Units are entitled to receive the liquidation preference, which is $72.73 per unit or approximately $12.0 million in the aggregate for all of the Series 3 CPOP Units, before the holders of OP Units in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Series 2 CPOP Units
On March 5, 2020, as partial consideration for the acquisition of the Properties, we issued the Sellers 906,374 newly issued 4.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “Series 2 CPOP Units”), valued at $40.8 million.
Holders of Series 2 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 4.00% per annum of the $45.00 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on March 31, 2020. The holders of Series 2 CPOP Units are entitled to receive the liquidation preference, which is $45.00 per unit or approximately $40.8 million in the aggregate for all of the Series 2 CPOP Units, before the holders of OP Units are entitled to receive distributions in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Series 1 CPOP Units
As of December 31, 2015,2022, we redeemed 8,468also have 593,960 4.43937% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 1 CPOP Units”) outstanding.
    Holders of Series 1 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 4.43937% per annum of the $45.50952 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 28, 2019. The holders of Series 1 CPOP Units are entitled to receive the liquidation preference, which is $45.50952 per unit or approximately $27.0 million in the aggregate for all of the Series 1 CPOP Units, before the holders of OP Units in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Features of Series 1, Series 2 and Series 3 CPOP Units
The Series 1 CPOP Units, Series 2 CPOP Units and the Series 3 CPOP Units (together, the “CPOP Units”) are convertible (i) at the option of the holder anytime from time to time (the “Holder Conversion Right”), or (ii) at the option of the Operating Partnership, at any time on or after April 10, 2024 for approximately $0.1 millionthe Series 1 CPOP Unit, at any time on or after March 5, 2025 for the Series 2 CPOP Unit, and at any time on or after March 17, 2027 for the Series 3 CPOP Unit (the “Company Conversion Right”), in each case, into OP Units on a one-for-one basis per Series 1 CPOP Unit, into 0.7722 OP Unit per Series 2 CPOP Unit and into OP Units on a one-for-one basis per Series 3 CPOP Unit. As noted above, investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis (the “Subsequent Redemption Right”).
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    The CPOP Units rank senior to the Operating Partnership’s OP Units, on parity with the Operating Partnership’s 5.875% series B cumulative redeemable preferred units and 5.625% series C cumulative redeemable preferred units and with any future class or series of partnership interest of the Operating Partnership expressly designated as ranking on parity with the CPOP Units, and junior to any other class or series of partnership interest of the Operating Partnership expressly designated as ranking senior to the CPOP Units.
    Pursuant to relevant accounting guidance, we analyzed the CPOP Units for any embedded derivatives that should be bifurcated and accounted for separately and also considered the conditions that would require classification of the CPOP Units in temporary equity versus permanent equity. In carrying out our analyses, we evaluated the key features of the CPOP Units including the right to discretionary distributions, the Holder Conversion Right, the Company Conversion Right and the Subsequent Redemption Right to determine whether we control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement if the CPOP Units are converted into shares of our common stock (subsequent to conversion into OP Units). Based on the results of our analyses, we concluded that (i) none of the embedded features of the CPOP Units require bifurcation and separate accounting, and (ii) the CPOP Units met the criteria to be classified within equity, and accordingly are presented as noncontrolling interests within permanent equity in the consolidated balance sheets.
Private REIT Preferred Units
On July 18, 2022, we acquired the Merge-West properties through the purchase of a private REIT. The private REIT has 122 units of 12% cumulative redeemable non-voting preferred units (the “private REIT units”) outstanding that are held by unaffiliated third parties. Pursuant to the REIT purchase agreement and corresponding tax indemnification agreement, we have the obligation to maintain the REIT through February 3, 2023, which would prevent us from redeeming the private REIT units until that time. Upon redemption, the private REIT units have a redemption price equal to $1,000 per unit, or an aggregate price of $16.07$122,000, plus any distributions thereon that have accrued but have not been paid at the time of such redemption (the “liquidation preference”), plus a redemption premium of $100 per unit. We did not redeem any OP units for cash during the years endedunit if redeemed on or before December 31, 2017 and 2016.


As described in Note 3, on April 15, 2016, as part of the2024. The private REIT Portfolio Acquisition, we acquired 100% of the private REIT’s common stock and 575 of 700 issued and outstanding shares of the private REIT’s 12.5% cumulative non-voting preferred stock. The remaining 125 shares of preferred stock that were not immediately redeemed by us, wereunits have been classified as noncontrolling interests in our consolidated balance sheets withand have a balance equal to its liquidation preference of $1,000 per share, or an aggregate liquidation preference of $125,000.
On June 22, 2017, we adopted a plan of liquidation and dissolution of the private REIT, and on December 31, 2017, we completed the liquidation ofpreference.


13.    Incentive Award Plan
Second Amended and Restated 2013 Incentive Award Plan
    We maintain one share-based incentive plan, the private REIT, by distributing all assets to the Operating Partnership. As part of the liquidation process, we paid a liquidating distribution of $1,000 per share, or an aggregate liquidating distribution of $125,000, as payment in full for the redemption of the remaining 125 shares of preferred stock not held by us.
Changes in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in our AOCI balance for the years ended December 31, 2017Second Amended and 2016, which consists solely of adjustments related to our cash flow hedges:
 2017
2016
Accumulated other comprehensive income (loss) - beginning balance$3,445
 $(3,033)
Other comprehensive income before reclassifications2,084
 4,475
Amounts reclassified from accumulated other comprehensive income to interest expense1,341
 2,218
Net current period other comprehensive income3,425
 6,693
Less: other comprehensive income attributable to noncontrolling interests(71) (215)
Other comprehensive income attributable to common stockholders3,354
 6,478
Accumulated other comprehensive income - ending balance$6,799
 $3,445
Dividends
Earnings and profits, which determine the taxability of dividends to stockholders, may differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of loss on extinguishment of debt, revenue recognition and compensation expense and in the basis of depreciable assets and estimated useful lives used to compute depreciation expense.
The following table summarizes the tax treatment of common stock dividends and preferred stock dividends per share for federal income tax purposes for the years ended December 31, 2017, 2016 and 2015:
 Common Stock Preferred Stock
 Year Ended December 31, Year Ended December 31,
 2017 2016 2015 2017 2016
Ordinary Income$0.498827
 95.68% $0.452085
 99.66% $0.478948
 93.91% $0.146875
 100.00% $0.548884
 99.66%
Return of Capital0.022526
 4.32% —
 —% —
 —% —
 —% —
 —%
Capital Gain(1)
—
 —% 0.001562
 0.34% 0.031052
 6.09% —
 —% 0.001896
 0.34%
Total$0.521353
 100.00% $0.453647
 100.00% $0.510000
 100.00% $0.146875
 100.00% $0.550780
 100.00%
(1)100.0% and 0.0% of the capital gains reported for the years ended December 31, 2016 and 2015, respectively, are comprised of an unrecaptured Section 1250 gain. There were no capital gains reported for the year ended December 31, 2017.




14.Incentive Award Plan
In July 2013, our board of directors adopted theRestated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”). The Plan provides for the grant, pursuant to which, we may make grants of stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, LTIP units of partnership interest in our operating partnershipOperating Partnership (“LTIP Units”units”), performance units in our operating partnershipOperating Partnership (“Performance Units”), dividend equivalents and other stock based and cash awards.
Our employees, consultants andawards to our non-employee directors, are eligible to receive awards under the Plan. employees and consultants.
The Plan is administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (collectively the “plan administrator”), subject to certain limitations. The plan administrator sets the terms and conditions of all awards under the Plan, including any vesting and vesting acceleration conditions.  
The aggregate numberAs of sharesDecember 31, 2022, a total of our common stock, LTIP units and Performance Units that may be issued or transferred pursuant to the Plan is 2,272,689 shares (of which 540,7321,661,609 shares of common stock, LTIP units, and Performance Units and other stock based awards remain available for issuance as of December 31, 2017).under the Plan. Shares and units granted under the Plan may be authorized but unissued shares or LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires, or is settled for cash, any shares or LTIP units subject to such award will generally be available for future awards.
LTIP Units and Performance Units
LTIP Unitsunits and Performance Units are each a class of limited partnership units in the Operating Partnership. Initially, LTIP Unitsunits and Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events more fully described in the Operating Partnership’s partnership agreement (“book-up events”), the LTIP Unitsunits and Performance Units can over time achieve full parity with the common unitsOP Units for all purposes. If such parity is reached, vested LTIP Unitsunits and vested Performance Units may be converted into an equal number of OP Units, and, upon conversion, enjoy all rights of OP Units. Performance Units that have not vested receive a quarterly per-unit distribution equal to 10% of the per-unit distribution paid on OP Units. Vested Performance Units and LTIP Units,units, whether vested or not, receive the same quarterly per-unit distributions as OP Units, which equal the per-share distributions on shares of our common stock.
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The compensation committee grants awards to the Company’s named executive officers (the “NEOs”) on an annual basis in the form of LTIP units and Performance Units that have not vested receive a quarterly per-unit distribution equal to 10%units, typically towards the end of the per-unit distribution paid on OP Units.
On December 15, 2017,each year. In 2022, 2021 and 2020, the compensation committee approvedgranted the grant under the Plan to Messrs. Howard Schwimmer, Michael S. Frankel, Adeel KhanNEOs a combined 167,221, 93,030, and David Lanzer (collectively, the “executives”) of 122,631121,112 LTIP Units,units that are subject to time-based vesting requirements (the “2017 LTIPconditions (each an annual “LTIP Award”), and 188,250a combined 673,188, 366,004, and 476,915 Performance Units that are partially subject to market-based vesting requirements (the “2017 Performanceconditions and partially subject to performance-based vesting conditions (each an annual “Performance Award”).
On December 29, 2016, the compensation committee approved the grant under the Plan to the executives (not including Mr. Lanzer) of 116,690 LTIP Units, that are subject to time-based vesting requirements (the “2016 LTIP Award”),2022, 2021 and 199,000 Performance Units, that are subject to market-based vesting requirements (the “2016 Performance Award”).
On December 15, 2015, the compensation committee approved the grant under the Plan to the executives (not including Mr. Lanzer) of 166,669 LTIP Units, that are subject to time-based vesting requirements (the “2015 LTIP Award”), and 315,998 Performance Units, that are subject to market-based vesting requirements (the “2015 Performance Award”).


2020 LTIP Unit Awards
The 2017    Each of the 2022, 2021 and 2020 LTIP Award isAwards are scheduled to vest one-third in equal installments on each of the first, second and third anniversaries of the grant date, and both the 2016 LTIP Award and the 2015 LTIP Award are scheduled to vest in equal installments of 25% on each of the first, second, third and fourth anniversaries of the grant date. Each award is subject to each executive’s continued employment through the applicable vesting date, and subject to earlier vesting upon certain termination of employment or a change in control event, as described in the award agreements. Compensation expense will beis recognized using the accelerated expense attribution method, with each vesting tranche valued as a separate award. The total grant date fair value of each annual LTIP award is based on the Company’s most recent closing stock price preceding the grant and the application of a discount for post-vesting restrictions and uncertainty regarding the occurrence and timing of book-up events. The following table summarizes these fair valuation assumptions and the grant date fair value of each annual LTIP award:
2017 Performance Award 2016 Performance Award 2015 Performance Award2022 LTIP Award2021 LTIP Award2020 LTIP Award
Valuation dateDecember 15, 2017
 December 29, 2016
 December 15, 2015
Valuation dateNovember 8, 2022December 23, 2021December 22, 2020
Closing share price of common stock$30.58
 $22.71
 $15.90
Closing share price of common stock$53.94 $77.50 $48.58 
Discount for post-vesting restrictions and book-up events5.0% 5.0% 5.0%Discount for post-vesting restrictions and book-up events7.4 %7.8 %7.6 %
Grant date fair value (in thousands)$3,563
 $2,518
 $2,518
Grant date fair value (in thousands)$8,353 $6,648 $5,437 
The following table sets forth our unvested LTIP Unit activity for the years ended December 31, 2017, 20162022, 2021 and 2015:2020:
 Number of Unvested LTIP UnitsWeighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2019298,412 $34.26 
Granted157,404 $45.86 
Forfeited(22,795)$38.89 
Vested(196,375)$34.31 
Balance at December 31, 2020236,646 $41.49 
Granted148,533 $62.45 
Vested(145,470)$40.65 
Balance at December 31, 2021239,709 $54.99 
Granted215,058 $54.14 
Vested(141,716)$54.04 
Balance at December 31, 2022313,051 $54.84 
 Number of Unvested LTIP Units Weighted-Average Grant Date Fair Value per Unit
Balance at December 31, 2014—
 $—
Granted166,669
 $15.11
Forfeited—
 $—
Vested—
 $—
Balance at December 31, 2015166,669
 $15.11
Granted116,690
 $21.57
Forfeited—
 $—
Vested(41,668) $13.91
Balance at December 31, 2016241,691
 $18.43
Granted122,631
 $29.05
Forfeited—
 $—
Vested(70,837) $17.48
Balance at December 31, 2017293,485
 $23.10


2022, 2021 and 2020 Performance Unit AwardsAwards
For each    Each of the 20172022, 2021 and 2020 Performance Award, the 2016 Performance Award and the 2015 Performance Award (collectively the “Performance Awards”), theAwards are comprised of a number of Performanceunits designated as base units and a number of units designated as distribution equivalents, which are further described below:
•Absolute TSR Base Units - base units that ultimatelywill vest which will range from 0% to 100% of the units granted, will be based on varying levels of the Company’s total shareholder return (“TSR”) over a three-year performance period, and is further subject to the executive’s continued employment. For the 2017 Performance Award, the three-year performance period begins on December 15, 2017, and ends of December 14, 2020. For the 2016 Performance Award, the three-year performance period begins on December 29, 2016, and ends on December 28, 2019, and for the 2015 Performance Award, the three-year performance period begins on December 15, 2015, and ends on December 14, 2018.an award. TSR is measured as the appreciation in the price per share of the Company’sa company’s common stock plus dividends paid during the three-year performance period, assuming the reinvestment in common stock of all dividends paid during the performance period. Each of the Performance Awards is comprised of a number of units designated as
•Relative TSR Base Units- base units and distribution equivalent units. Forty percent (40%) of the base units are designated as “absolute TSR base units,” and vest based on varying levels of the Company’s TSR over the three-year performance period. The other sixty percent (60%) of the base units are designated as “relative TSR base units” andthat will vest based on the Company’s TSR as compared to the TSR percentage of a selected peer group of companies included in the SNL U.S. Equity REIT Index over the three-year performance period. As noted above,
•FFO Per-Share Base Units - base units that will vest based on the Company’s FFO per share growth over the three-year performance period.
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•Distribution Equivalent Units - Performance Units that have not vested will receive 10% of the distributions paid on OP units. The remaining 90% of the distributions will accrue (assuming the reinvestment in common stock of these distributions) during the three-year performance period and a portion will be paid out as distribution equivalent units based upon the number of absolute and relativebase units that ultimately vest.
The following table summarizes the total number of base units and distribution equivalent units awarded to the executives for each of the Performance Awards:
Absolute TSR Base Units(1)
Relative TSR Base Units(1)
FFO Per-Share Base Units(1)
Distribution Equivalent UnitsTotal Performance Units
2022 Performance Award204,394 204,394 204,394 60,006 673,188 
2021 Performance Award113,871 113,871 113,871 24,391 366,004 
2020 Performance Award148,030 148,030 148,027 32,828 476,915 
(1)For each Performance Award, a number of the base units are designated as Absolute TSR Base Units and Relative TSR Base Units (combined, a “Market Performance Award”) and a number of units are designated as FFO Per-Share Base Units (each an “FFO Per-Share Award”).
    The following table summarizes the performance levels and vesting percentages for the absoluteAbsolute TSR base unitsBase Units, Relative TSR Base Units and relative TSR base unitsFFO Per-Share Base Units, and the three-year performance period for each of the Performance Awards are summarized inUnit awards:
Absolute TSR Base UnitsRelative TSR Base UnitsFFO Per-Share Base Units
Performance LevelCompany TSR PercentageAbsolute TSR Vesting PercentagePeer Group Relative PerformanceRelative TSR Vesting PercentageFFO per Share GrowthFFO Vesting PercentageThree-Year Performance Period
2022 Award<18%— %< 35th Percentile— %< 10%— %
“Threshold Level”18 %16.7 %35th Percentile16.7 %10 %16.7 %
“Target Level”24 %33.4 %55th Percentile33.4 %14 %33.4 %See Note (1)
“ High Level”30 %66.7 %75th Percentile66.7 %18 %66.7 %
“Maximum Level”≥40%100 %≥ 90th Percentile100 %≥24%100 %
2021 Award< 18%— %< 35th Percentile— %< 10%— %
“Threshold Level”18 %16.7 %35th Percentile16.7 %10 %16.7 %
“Target Level”24 %33.4 %55th Percentile33.4 %14 %33.4 %See Note (2)
“ High Level”30 %66.7 %75th Percentile66.7 %18 %66.7 %
“Maximum Level” ≥ 40%100 %≥ 90th Percentile100 % ≥ 24%100 %
2020 Award< 18%— %< 35th Percentile— %< 12%— %
“Threshold Level”18 %16.7 %35th Percentile16.7 %12 %16.7 %
“Target Level”24 %33.4 %55th Percentile33.4 %16.5 %33.4 %See Note (3)
“ High Level”30 %66.7 %75th Percentile66.7 %21 %66.7 %
“Maximum Level”≥ 40%100 %≥ 90th Percentile100 %≥ 26%100 %
(1)The performance period for the following tables:2022 Market Performance Award is November 8, 2022 through November 7, 2025, and the performance period for the 2022 FFO Per-Share Award is January 1, 2023 through December 31, 2025.

(2)The performance period for the 2021 Market Performance Award is December 23, 2021 through December 22, 2024, and the performance period for the 2021 FFO Per-Share Award is January 1, 2022 through December 31, 2024.
  2017 Performance Award
  Absolute TSR Base Units Relative TSR Base Units
Level Company TSR
Percentage		 Absolute TSR
Vesting Percentage		 Peer Group Relative
Performance		 Relative TSR
Vesting Percentage
  < 18%
 —% < 35th Percentile —%
“Threshold Level” 18% 25% 35th Percentile 25%
“Target Level” 27% 60% 55th Percentile 60%
“Maximum Level”  ≥ 36%
 100%  ≥ 75th Percentile 100%
  2016 Performance Award
  Absolute TSR Base Units Relative TSR Base Units
Level Company TSR
Percentage		 Absolute TSR
Vesting Percentage		 Peer Group Relative
Performance		 Relative TSR
Vesting Percentage
  < 21%
 —% < 50th Percentile —%
“Threshold Level” 21% 25% 50th Percentile 25%
“Target Level” 35.5% 60% 62.5th Percentile 60%
“Maximum Level”  ≥ 50%
 100%  ≥ 75th Percentile 100%
  2015 Performance Award
  Absolute TSR Base Units Relative TSR Base Units
Level Company TSR
Percentage		 Absolute TSR
Vesting Percentage		 Peer Group Relative
Performance		 Relative TSR
Vesting Percentage
  < 24%
 —% < 50th Percentile —%
“Threshold Level” 24% 20% 50th Percentile 20%
“Target Level” 37% 60% 62.5th Percentile 60%
“Maximum Level”  ≥ 50%
 100%  ≥ 75th Percentile 100%
(3)The performance period for the 2020 Market Performance Award is December 22, 2020 through December 21, 2023, and the performance period for the 2020 FFO Per-Share Award is January 1, 2021 through December 31, 2023.
If the Company’s TSR percentage, or the peer group relative performance or FFO per share growth falls between the levels specified in the tables above, the percentage of absolute base units or relative base unitsAbsolute TSR Base Units, Relative TSR Base Units and FFO Per-Share Base Units that vest will be determined using straight-line interpolation


between such levels.
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Fair Value of Awards With Market-Based Vesting Conditions
The grant date fair value of each of the 2022, 2021 and 2020 Market Performance Awards is based on the sum of:of the following: (1) the present value of the expected payoff to the vested absolute and relative base units, (2) the present value of the 10% portion of the distribution expected to be paid during the three-year performance period, and (3) the present value of the distribution equivalent units expected to be awarded at the end of the three-year performance period. The grant date fair value of the Performance Awardseach of these awards was measured using a Monte Carlo simulation pricing model, which uses 100,000 trial simulations, to estimate the probability that the market conditions, TSR on both an absolute and relative basis, will be achieved over the three-year performance period.
The following table summarizes the assumptions we used in the Monte Carlo simulations and the grant date fair value of the awards with market-based vesting conditions.
2022 Market Performance Award2021 Market Performance Award2020 Market Performance Award
Valuation dateNovember 8, 2022December 23, 2021December 22, 2020
Expected share price volatility for the Company34.0 %31.0 %31.0 %
Expected share price volatility for peer group companies - low end of range(1)
18.0 %17.0 %17.0 %
Expected share price volatility for peer group companies - high end of range(1)
100.0 %100.0 %100.0 %
Expected dividend yield1.90 %1.70 %1.90 %
Risk-free interest rate4.57 %0.98 %0.19 %
Grant date fair value (in thousands)$11,869 $8,962 $6,928 
(1)For the 2022 Market Performance Awards.Award, the median and average expected share price volatilities for the peer group companies are 47.0% and 50.6%, respectively. For the 2021 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 45.0% and 47.9%, respectively. For the 2020 Market Performance Award, the median and average expected share price volatilities for the peer group companies are 45.0% and 47.4%, respectively.
 2017 Performance Award 2016 Performance Award 2015 Performance Award
Valuation dateDecember 15, 2017
 December 29, 2016
 December 15, 2015
Expected share price volatility for the Company18.0% 20.0% 24.0%
Expected share price volatility for peer group companies - low end of range(1)
15.0% 21.0% 21.0%
Expected share price volatility for peer group companies - high end of range(1)
100.0% 50.0% 62.0%
Expected dividend yield2.40% 2.80% 3.40%
Risk-free interest rate1.96% 1.49% 1.28%
Grant date fair value (in thousands)$2,714
 $1,753
 $2,157
(1)For the 2017 Performance Award, the median and average expected share price volatilities for the peer group companies are 21.0% and 25.3%, respectively.
The expected share price volatilities are based on a mix of the historical and implied volatilities of the Company and the peer group companies. The expected dividend yield is based on our average historical dividend yield since our IPO and our dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year time period of the performance period.
Compensation cost will befor the awards with market-based vesting conditions is recognized ratably over the requisite service period, regardless of whether the TSR performance levels are achieved and any awards ultimately vest. WeCompensation expense will only reverse compensation expensebe reversed if the holder of a Performance Unitan award with market-based vesting conditions forfeits the award by leaving the employment of the Company prior to vesting.
Fair Value of Awards with Performance-Based Vesting Conditions
    The grant date fair value of the 2022 FFO Per-Share Award is $3.7 million, which is based on the Company’s closing stock price on the grant date ($53.94 on November 8, 2022) and the achievement of FFO per-share performance at the target level. The grant date fair value of the 2021 FFO Per-Share Award is $2.9 million, which is based on the Company’s closing stock price on the grant date ($77.50 on December 23, 2021) and the achievement of FFO per-share performance at the target level. The grant date fair value of the 2020 FFO Per-Share Award is $2.4 million, which is based on the Company’s closing stock price preceding the grant date ($48.58 on December 22, 2020) and the achievement of FFO per-share performance at the target level.
    Compensation cost for the 2022, 2021 and 2020 FFO Per-Share Awards will reflect the number of units that are expected to vest based on the probable outcome of the performance condition and will be adjusted to reflect those units that ultimately vest at the end of the three-year performance period.
2019, 2018 and 2017 Performance Award Vestings
On December 31, 2022, the three-year performance period for the 2019 performance award ended and it was determined that the Company’s TSR percentage was achieved above the target level and the TSR peer group relative performance and FFO
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growth both exceeded the maximum level. Based on these results, the compensation committee certified that 231,453 Performance Units were earned and vested.
On December 31, 2021, the three-year performance period for the 2018 performance award ended and it was determined that both the Company’s TSR percentage and peer group relative performance exceeded the maximum level. Based on these results, the compensation committee certified that 170,413 Performance Units were earned and vested.
On December 14, 2020, the three-year performance period for the 2017 performance award ended and it was determined that both the Company’s TSR percentage and peer group relative performance exceeded the maximum level. Based on these results, the compensation committee certified that 184,502 vested Performance Units were earned and vested.
Restricted Common Stock
Shares of our restricted common stock generally may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent or the administrator of the Plan, a domestic relations order, unless and until all restrictions applicable to such shares have lapsed. Such restrictions generally expire upon vesting. Shares of our restricted common stock are participating securities and have full voting rights and nonforfeitable rights to dividends.
The compensation committee has periodically awarded grants of restricted common stock to various employees of the Company typically other than executives,NEOs, for the purpose of attracting or retaining the services of these key individuals. These grants typically vest in four equal, annual installments on each of the first four anniversaries of the date of grant, subject to the employee’s continued service.  Shares of our restricted common stock are participating securities and have full voting rights and nonforfeitable rights to dividends. During the yearyears ended December 31, 2017,2022, 2021 and 2020, we granted 91,542120,662, 120,734 and 107,648 shares, respectively, of restricted common stock to non-executive employees. The grant date fair value of these awards was $2.1$8.3 million, $5.6 million and $5.0 million based on the closing share price of the Company’s common stock on the date of grant, which ranged from $23.04$52.97 and $76.55 per share, $48.14 to $30.58$62.19 per share.share and $39.71 to $50.18 per share, for the years ended December 31, 2022, 2021 and 2020, respectively.
In accordance with the Rexford Industrial Realty, Inc. Non-Employee Director Compensation Program, each year on the date of the annual meeting of the Company’s stockholders, we grant shares of restricted common stock to each of our non-employee directors who are re-elected for another year of service.  These awards vest on the earlier of (i) the date of the annual meeting of the Company’s stockholders next following the grant date and (ii) the first anniversary of the grant date, subject to each non-employee director’s continued service. During the yearyears ended December 31, 2017, we granted 2,637 shares of restricted


common stock to2022, 2021 and 2020, each of our non-employee directors.  Thedirectors were granted 2,387, 1,873 and 2,507 shares of restricted common stock with a grant date fair value of each award was $70,000$139,998, $109,964 and $100,000 based on the $26.55$58.65, $58.71 and $39.88 closing share price, respectively, of the Company’s common stock on the date of grant.
The following table sets forth our unvested restricted stock activity for the years ended December 31, 2017, 20162022, 2021 and 2015:2020:
 Number of Unvested Shares of Restricted Common StockWeighted-Average Grant Date Fair Value per Share
Balance at December 31, 2019212,545 $29.64 
Granted126,865 $45.94 
Forfeited(16,128)$37.25 
Vested(1)(2)
(90,383)$28.50 
Balance at December 31, 2020232,899 $38.43 
Granted132,537 $50.62 
Forfeited(23,763)$42.69 
Vested(1)(2)
(92,494)$35.45 
Balance at December 31, 2021249,179 $45.62 
Granted134,984 $67.98 
Forfeited(11,442)$56.24 
Vested(1)(2)
(98,305)$43.55 
Balance at December 31, 2022274,416 $56.92 
 Number of Unvested Shares of Restricted Common Stock Weighted-Average Grant Date Fair Value per Share
Balance at December 31, 2014320,017
 $14.30
Granted152,103
 $15.34
Forfeited(31,925) $14.54
Vested(1)(2)
(106,754) $14.34
Balance at December 31, 2015333,441
 $14.30
Granted103,704
 $18.03
Forfeited(23,968) $15.37
Vested(1)(2)
(125,350) $14.63
Balance at December 31, 2016287,827
 $15.92
Granted104,727
 $23.78
Forfeited(35,959) $18.74
Vested(1)(2)
(165,900) $15.43
Balance at December 31, 2017190,695
 $20.13
(1)(1)The total fair value of vested shares, which is calculated as the number of shares vested multiplied by the closing share price of the Company’s common stock on the vesting date, was $4.5 million, $2.6 million and $1.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.
(2)Total shares vested include 57,444, 36,374 and 12,670 shares of common stock that were tendered by employees during the years ended December 31, 2017, 2016 and 2015, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares. 
The following table sets forth the vesting schedule of total unvesteddate, was $6.6 million, $4.6 million and $4.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
(2)Total shares vested include 31,576, 29,305 and 27,473 shares of restricted common stock outstanding as ofthat were tendered by employees during the years ended December 31, 2017:2022, 2021 and 2020, respectively, to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock. 
F-46

Share-Based Compensation Expense
    
Twelve months ending December 31:Shares
201883,314
201950,591
202037,066
202119,724
 190,695
Compensation Expense
The following table sets forth the amounts expensed and capitalized for all share-based awards for the reported periods presented below (in thousands):
 Year Ended December 31,
202220212020
Expensed share-based compensation(1)
$28,426 $19,506 $12,871 
Capitalized share-based compensation(2)
610 357 223 
Total share-based compensation$29,036 $19,863 $13,094 
 Year Ended December 31,
  2017  2016  2015
Expensed share-based compensation(1)
$5,398
 $3,835
 $1,752
Capitalized share-based compensation(2)
162
 147
 101
Total share-based compensation$5,560
 $3,982
 $1,853
(1)Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations.

(2)Amounts capitalized relate to employees who provide construction services and are included in “Building and improvements” in the consolidated balance sheets.

During the years ended December 31, 2022, 2021 and 2020, Messrs. Schwimmer and Frankel’s elected to receive their annual bonuses partly in cash and partly in LTIP units. Accordingly, on January 17, 2023, January 18, 2022 and January 27, 2021, at the same time the cash annual bonuses were paid to executives, Messrs. Schwimmer and Frankel were each granted 19,367, 12,824 and 15,288 fully-vested LTIP Units for the years ended December 31, 2022, 2021 and 2020, respectively. Share-based compensation expense for the years ended December 31, 2022, 2021 and 2020 includes $2.3 million, $1.9 million and $1.5 million, respectively, for the portion of Messrs. Schwimmer and Frankel’s accrued bonuses that were settled with these fully-vested LTIP Units.
(1)Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations.
(2)Amounts capitalized, which relate to employees who provide construction and leasing services, are included in “Building and improvements” and “Deferred leasing costs, net” in the accompanying consolidated balance sheets.
As of December 31, 2017,2022, total unrecognized compensation cost related to all unvested share-based awards was $12.5$54.4 million and is expected to be recognized over a weighted average remaining period of 27 months.



14.    Earnings Per Share
15.Earnings Per Share
 
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Year Ended December 31,Year Ended December 31,
2017 2016 2015 202220212020
Numerator:     Numerator:  
Net income$41,700
 $25,876
 $1,950
Net income$177,157 $136,246 $80,895 
Less: Preferred stock dividends(5,875) (1,983) —
Less: Preferred stock dividends(9,258)(12,563)(14,545)
Less: Original issuance costs of redeemed preferred stockLess: Original issuance costs of redeemed preferred stock— (3,349)— 
Less: Net income attributable to noncontrolling interests(988) (750) (76)Less: Net income attributable to noncontrolling interests(9,573)(8,005)(4,492)
Less: Net income attributable to participating securities(410) (302) (223)Less: Net income attributable to participating securities(845)(568)(509)
Net income attributable to common stockholders$34,427
 $22,841
 $1,651
Net income attributable to common stockholders$157,481 $111,761 $61,349 
     
Denominator: 
  
  
Denominator:   
Weighted average shares of common stock outstanding - basic71,198,862
 62,723,021
 54,024,923
Weighted average shares of common stock outstanding - basic170,467,365 139,294,882 120,873,624 
Effect of dilutive securities - performance units399,792
 242,533
 —
Effect of dilutive securitiesEffect of dilutive securities510,907 780,807 304,686 
Weighted average shares of common stock outstanding - diluted71,598,654
 62,965,554
 54,024,923
Weighted average shares of common stock outstanding - diluted170,978,272 140,075,689 121,178,310 
     
Earnings per share - Basic     Earnings per share - Basic
Net income attributable to common stockholders$0.48
 $0.36
 $0.03
Net income attributable to common stockholders$0.92 $0.80 $0.51 
Earnings per share - Diluted: 
  
  
Earnings per share - DilutedEarnings per share - Diluted   
Net income attributable to common stockholders$0.48
 $0.36
 $0.03
Net income attributable to common stockholders$0.92 $0.80 $0.51 
    
Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. As such, unvested shares of restricted stock, unvested LTIP Units and unvested Performance Units are considered participating securities. Participating securities are included in the computation of basic EPS
F-47

pursuant to the two-class method. The two-class method determines EPS for each class of common stock and each participating security according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings. Participating securities are also included in the computation of diluted EPS using the more dilutive of the two-class method or treasury stock method for unvested shares of restricted stock and LTIP Units, and by determining if certain market conditions have been met at the reporting date for unvested Performance Units.
The effect of including unvested shares of restricted stock and unvested LTIP Units using the treasury stock method was excluded from our calculation of weighted average shares of common stock outstanding – diluted, as their inclusion would have been anti-dilutive. 
Performance Units, which are subject to vesting based on the Company achieving certain TSR levels and FFO per share growth over a three-year performance period, are included as contingently issuable shares in the calculation of diluted EPS when TSR and/or FFO per share growth has been achieved at or above the threshold levels specified in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive.
Shares issuable under forward equity sale agreements during the period prior to settlement are reflected in our calculation of weighted average shares of common stock outstanding – diluted using the treasury stock method as the impact was dilutive for the periods presented above.
We also consider the effect of other potentially dilutive securities, including the CPOP Units and OP Units, which may be redeemed for shares of our common stock under certain circumstances, and include them in our computation of diluted EPS under the if-converted method when their inclusion is dilutive.

These units were not dilutive for the periods presented above.



16.Quarterly Information (unaudited)
15.    Subsequent Events
    Acquisitions
The following tables set forth selected quarterly information fortable summarizes the years endedproperties we acquired subsequent to December 31, 20172022:
PropertySubmarketDate of AcquisitionRentable Square FeetNumber of Buildings
Contractual Purchase Price
(in thousands)(1)
16752 Armstrong AvenueOrange County - Airport1/6/202381,600 1$40,000 
10545 Production AvenueSan Bernardino - Inland Empire West1/30/20231,101,840 1365,000 
Total1,183,440 2$405,000 
(1)Represents the gross contractual purchase price before credits, prorations, closing costs and 2016 (in thousands except per share amounts):other acquisition related costs.

 Three Months Ended
 December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017
Total revenues$45,880
 $43,339
 $36,782
 $35,354
Net operating income(1)
$33,615
 $32,001
 $26,883
 $25,779
Net income$14,115
 $2,009
 $19,855
 $5,721
Net income attributable to common stockholders$11,819
 $586
 $17,846
 $4,176
Net income attributable to common stockholders per share - basic$0.15
 $0.01
 $0.26
 $0.06
Net income attributable to common stockholders per share - diluted$0.15
 $0.01
 $0.26
 $0.06
 Three Months Ended
 December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016
Total revenues$34,777
 $33,303
 $30,608
 $27,504
Net operating income(1)
$25,310
 $23,966
 $22,538
 $19,827
Net income$8,546
 $3,061
 $12,792
 $1,477
Net income attributable to common stockholders$6,928
 $2,267
 $12,299
 $1,347
Net income attributable to common stockholders per share - basic and diluted$0.11
 $0.03
 $0.19
 $0.02
Net income attributable to common stockholders per share - diluted$0.10
 $0.03
 $0.19
 $0.02

(1)Net operating income is calculated as total rental revenues from real estate operations including (i) rental income, (ii) tenant reimbursements and (iii) other income less property expenses.

17.    Subsequent Events
Dispositions
On January 2, 2018, we completed the sale of our property located at 8900-8980 Benson Avenue and 5637 Arrow Highway in Montclair, California (“Benson”). The property was sold to an unaffiliated third party for a contract price of $11.4 million and net proceeds of $10.7 million.
On January 17, 2018, we completed the sale of our property located at 700 Allen Avenue and 1830 Flower Street in Glendale, California. The property was sold to an unaffiliated third party for a contract price of $10.9 million and net proceeds of $10.3 million.
Acquisitions
On January 17, 2018, we acquired the property located at 13971 Norton Avenue in Valencia, California for a contract price of approximately $11.4 million. The property was partially funded through a 1031 Exchange using the net cash proceeds from the sale of Benson and with available cash on hand. The property consists of one single-tenant building with 103,208 rentable square feet.
Dividends Declared

On February 12, 2018,6, 2023, our board of directors declared athe following quarterly cash dividend individends/distributions:
SecurityAmount per Share/UnitRecord DatePayment Date
Common stock$0.380 March 31, 2023April 17, 2023
OP Units$0.380 March 31, 2023April 17, 2023
5.875% Series B Cumulative Redeemable Preferred Stock$0.367188 March 15, 2023March 31, 2023
5.625% Series C Cumulative Redeemable Preferred Stock$0.351563 March 15, 2023March 31, 2023
4.43937% Cumulative Redeemable Convertible Preferred Units$0.505085 March 15, 2023March 31, 2023
4.00% Cumulative Redeemable Convertible Preferred Units$0.450000 March 15, 2023March 31, 2023
3.00% Cumulative Redeemable Convertible Preferred Units$0.545462 March 15, 2023March 31, 2023

Partial Settlement of 2022 Forward Offering Sale Agreements
In January 2023, we partially settled the amount of $0.16 per shareoutstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock andin exchange for net proceeds of $425.0 million, based on a quarterly cash distribution in the amountweighted average forward price of $0.16 per OP Unit, to be paid on April 16, 2018, to holders of record as of March 30, 2018.


On February 12, 2018, our board of directors declared a quarterly cash dividend in the amount of $0.367188$55.80 per share of Series A Preferred Stock, to be paid on March 30, 2018, to holders of record as of March 15, 2018. On February 12, 2018, our board of directors also declared a pro-rata cash dividend, for the period beginning on November 13, 2017, the original issuance date of the Series B Preferred Stock, to March 31, 2018, in the amount of $0.563021 per share of our Series B Preferred Stock, to be paid on March 30, 2018, to holders of record as of March 15, 2018.

at settlement.

F-48

REXFORD INDUSTRIAL REALTY, INC.
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
(Dollars in thousands)

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
15241 - 15277, 15317 - 15339 Don Julian Rd.City of Industry, CA$— (4)$3,875 $2,407 $10,078 $3,875 $12,485 $16,360 $(8,386)1965, 2005 / 20032002
300 South Lewis RoadCamarillo, CA— (4)4,150 3,050 10,151 4,150 13,201 17,351 (8,313)1960-1963 / 20062003
1400 South Shamrock Ave.Monrovia, CA— 2,317 2,534 1,090 2,317 3,624 5,941 (2,639)1957, 1962 / 20042003
2220-2260 Camino del SolOxnard, CA— (4)868 — 4,929 868 4,929 5,797 (2,356)20052003
14250-14278 Valley Blvd.La Puente, CA— 2,539 2,020 3,656 2,539 5,676 8,215 (3,680)1974 / 20072003
2300-2386 East Walnut Ave.Fullerton, CA— (4)6,817 6,089 2,334 6,817 8,423 15,240 (5,145)1985-1986 / 20052004
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave.Sylmar, CA— 2,525 3,380 7,151 2,525 10,531 13,056 (5,788)1969, 2008 / 20162004
28340 - 28400 Avenue CrockerValencia, CA— 2,666 3,343 3,908 2,666 7,251 9,917 (4,257)1987 / 2006 / 20152004
21-29 West Easy St.Simi Valley, CA— 2,346 4,522 2,803 2,346 7,325 9,671 (4,587)1991 / 20062004
10439-10477 Roselle St.San Diego, CA— 4,711 3,199 3,995 4,711 7,194 11,905 (2,737)1970 / 20072013
2575 Pioneer Ave.Vista, CA— 1,784 2,974 2,173 1,784 5,147 6,931 (3,187)1988 / 20062004
9641 - 9657 Santa Fe Springs Rd.Santa Fe Springs, CA— 3,740 260 7,228 3,740 7,488 11,228 (3,162)1982 / 20092006
15715 Arrow HighwayIrwindale, CA— (4)3,604 5,056 81 3,604 5,137 8,741 (3,060)19892006
2431-2465 Impala Dr.Carlsbad, CA— 5,470 7,308 5,049 5,470 12,357 17,827 (7,710)1983 / 20062006
6200 & 6300 Yarrow Dr.Carlsbad, CA— 5,001 7,658 4,264 5,001 11,922 16,923 (7,777)1977-1988 / 20062005
6231 & 6241 Yarrow Dr.Carlsbad, CA— 3,473 5,119 2,060 3,473 7,179 10,652 (4,189)1977 / 20062006
9160 - 9220 Cleveland Ave., 10860 6th St.Rancho Cucamonga, CA— 3,647 11,867 3,394 3,647 15,261 18,908 (9,686)1988-1989 / 20062006
18118-18120 S. Broadway St.Carson, CA— 3,013 2,161 1,091 3,013 3,252 6,265 (1,316)1957 / 1989, 20172013
901 W. Alameda Ave.Burbank, CA— 6,304 2,996 5,642 6,304 8,638 14,942 (5,122)1969 / 20092007
1938-1946 E. 46th St.Vernon, CA— 7,015 7,078 1,802 7,015 8,880 15,895 (4,950)1961, 1983 / 2008-20102007
9220-9268 Hall Rd.Downey, CA— 6,974 2,902 753 6,974 3,655 10,629 (1,971)20082009
F-49

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
15241 - 15277, 15317 - 15339 Don Julian Rd. City of Industry, CA  --
(4) 
$3,875
 $2,407
 $9,557
 $3,875
 $11,964
 $15,839
 $(5,878) 1965, 2005 / 2003 2002
300 South Lewis Rd. Camarillo, CA  --
(4) 
4,150
 3,050
 7,195
 4,150
 10,245
 14,395
 (5,480) 1960-1963 / 2006 2003
1400 South Shamrock Monrovia, CA  --

2,317
 2,534
 672
 2,317
 3,206
 5,523
 (2,057) 1957, 1962 / 2004 2003
2220-2260 Camino del Sol Oxnard, CA  --
(4) 
868
 —
 4,171
 868
 4,171
 5,039
 (1,476) 2005 2003
14250-14278 Valley Blvd. La Puente, CA  --

2,539
 2,020
 2,357
 2,539
 4,377
 6,916
 (2,313) 1974 / 2007 2003
2300-2386 East Walnut Ave. Fullerton, CA  --
(4) 
6,817
 6,089
 872
 6,817
 6,961
 13,778
 (3,539) 1985-1986 / 2005 2004
15140 & 15148 Bledsoe St., 13065 - 13081 Bradley Ave. Sylmar, CA  --

2,525
 3,380
 6,104
 2,525
 9,484
 12,009
 (3,488) 1969, 2008 / 2006 / 2016 2004
28340 - 28400 Avenue Crocker Valencia, CA  --

2,666
 3,343
 3,464
 2,666
 6,807
 9,473
 (2,832) 1987 / 2006 / 2015 2004
21-29 West Easy St. Simi Valley, CA  --

2,346
 4,522
 2,226
 2,346
 6,748
 9,094
 (2,986) 1991 / 2006 2004
10439-10477 Roselle St. San Diego, CA  --

4,711
 3,199
 2,343
 4,711
 5,542
 10,253
 (726) 1970 / 2007 2013
1631 N. Placentia Ave., 2350 - 2384 E. Orangethorpe Ave. Anaheim, CA  --

4,893
 1,386
 1,281
 4,893
 2,667
 7,560
 (1,203) 1973 / 2007 2005
2575 Pioneer Ave. Vista, CA  --

1,784
 2,974
 1,929
 1,784
 4,903
 6,687
 (2,234) 1988 / 2006 2004
311, 319 & 329 157th St. Gardena, CA  --

2,508
 529
 1,345
 2,508
 1,874
 4,382
 (797) 1960-1971 / 2006-2011 2006
9641 - 9657 Santa Fe Springs Rd. Santa Fe Springs, CA  --

3,740
 260
 6,924
 3,740
 7,184
 10,924
 (1,930) 1982 / 2009 2006
28159 Avenue Stanford Valencia, CA  --

1,849
 6,776
 4,547
 1,849
 11,323
 13,172
 (4,298) 1987 / 2008 / 2015 2006
15715 Arrow Highway Irwindale, CA  --
(4) 
3,604
 5,056
 (89) 3,604
 4,967
 8,571
 (2,191) 1989 2006
2431-2465 Impala Dr. Carlsbad, CA  --

5,470
 7,308
 3,590
 5,470
 10,898
 16,368
 (4,613) 1983 / 2006 2006
6200 & 6300 Yarrow Dr. Carlsbad, CA  --

5,001
 7,658
 3,531
 5,001
 11,189
 16,190
 (5,309) 1977-1988 / 2006 2005
6231 & 6241 Yarrow Dr. Carlsbad, CA  --

3,473
 5,119
 1,067
 3,473
 6,186
 9,659
 (2,924) 1977 / 2006 2006


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
929, 935, 939 & 951 Poinsettia Ave.Vista, CA— 4,213 5,584 933 2,678 4,661 7,339 (2,683)1989 / 20072008
3720-3750 W. Warner Ave.Santa Ana, CA— 3,028 1,058 1,098 3,028 2,156 5,184 (1,305)1973 / 20082007
6750 Unit C - 6780 Central Ave.Riverside, CA— 1,564 584 677 678 1,014 1,692 (642)19782007
1050 Arroyo Ave.San Fernando, CA— 3,092 1,900 753 3,092 2,653 5,745 (1,025)1969 / 20122010
600-650 South Grand Ave.Santa Ana, CA— 4,298 5,075 2,304 4,298 7,379 11,677 (2,864)19882010
121-125 N. Vinedo Ave.Pasadena, CA— 3,481 3,530 188 3,481 3,718 7,199 (1,588)1953 / 19932011
3441 West MacArthur Blvd.Santa Ana, CA— 4,179 5,358 2,388 4,179 7,746 11,925 (1,792)1973 / 20222011
6701 & 6711 Odessa Ave.Van Nuys, CA— 1,582 1,856 1,029 1,582 2,885 4,467 (736)1970-1972 / 20122011
10700 Jersey Blvd.Rancho Cucamonga, CA— 3,158 4,860 1,569 3,158 6,429 9,587 (2,685)1988-19892011
15705, 15709 Arrow Highway & 5220 Fourth St.Irwindale, CA— 3,608 2,699 786 3,608 3,485 7,093 (1,438)19872011
20920-20950 Normandie Ave.Torrance, CA— 3,253 1,605 766 3,253 2,371 5,624 (1,036)19892011
14944, 14946, 14948 Shoemaker Ave.Santa Fe Springs, CA— 3,720 2,641 780 3,720 3,421 7,141 (1,419)1978 / 20122011
6423-6431 & 6407-6119 Alondra Blvd.Paramount, CA— 1,396 925 195 1,396 1,120 2,516 (436)19862011
1400 S. Campus Ave.Ontario, CA— 3,266 2,961 10 3,266 2,971 6,237 (1,748)1964-1966, 1973, 19872012
15041 Calvert St.Van Nuys, CA— 4,096 1,570 272 4,096 1,842 5,938 (636)19712012
701 Del Norte Blvd.Oxnard, CA— 3,082 6,230 1,186 3,082 7,416 10,498 (2,904)20002012
3350 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd.Los Angeles, CA— 17,978 39,471 4,690 17,978 44,161 62,139 (15,918)1966, 1992, 1993, 19942013
1661 240th St.Los Angeles, CA— 3,043 2,550 3,884 3,043 6,434 9,477 (2,593)1975 / 19952013
8101-8117 Orion Ave.Van Nuys, CA— 1,389 3,872 719 1,389 4,591 5,980 (1,819)19782013
18310-18330 Oxnard St.Tarzana, CA— 2,497 5,494 1,747 2,497 7,241 9,738 (2,660)19732013
1100-1170 Gilbert St. & 2353-2373 La Palma Ave.Anaheim, CA1,935 4,582 5,135 3,093 4,582 8,228 12,810 (3,095)1972 / 1990 / 20132013
280 Bonita Ave., 2743 Thompson Creek Rd.Pomona, CA— 8,001 17,734 210 8,001 17,944 25,945 (5,968)19832013
F-50

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
9160 - 9220 Cleveland Ave., 10860 6th St. Rancho Cucamonga, CA  --

3,647
 11,867
 2,363
 3,647
 14,230
 17,877
 (7,256) 1988-1989 / 2006 2006
18118-18120 S. Broadway Carson, CA  --

3,013
 2,161
 861
 3,013
 3,022
 6,035
 (550) 1957 / 1989 2013
901 W. Alameda Ave. Burbank, CA  --

6,304
 2,996
 5,294
 6,304
 8,290
 14,594
 (3,513) 1969 / 2009 2007
1938-1946 E. 46th St. Vernon, CA  --

7,015
 7,078
 1,703
 7,015
 8,781
 15,796
 (3,226) 1961, 1983 / 2008-2010 2007
89-91 N. San Gabriel Blvd., 2670-2674 Walnut Ave., 2675 Nina St. Pasadena, CA  --

1,759
 2,834
 1,932
 1,759
 4,766
 6,525
 (1,590) 1947, 1985 / 2009 2008
9220-9268 Hall Rd. Downey, CA  --

6,974
 2,902
 154
 6,974
 3,056
 10,030
 (1,244) 2008 2009
131 W. 33rd St. National City, CA  --

2,390
 5,029
 397
 2,390
 5,426
 7,816
 (2,407) 1969 / 2008 2006
5803 Newton Dr. Carlsbad, CA  --

3,152
 7,155
 1,690
 1,692
 5,725
 7,417
 (2,706) 1997-1999 / 2009 2007
929, 935, 939 & 951 Poinsettia Ave. Vista, CA  --

4,453
 5,900
 805
 2,830
 4,743
 7,573
 (1,961) 1989 / 2007 2008
200-220 South Grand Ave. Santa Ana, CA  --

2,579
 667
 313
 2,371
 934
 3,305
 (369) 1973 / 2008 2007
3720-3750 W. Warner Ave. Santa Ana, CA  --

3,028
 1,058
 864
 3,028
 1,922
 4,950
 (763) 1973 / 2008 2007
6750 Unit B-C - 6780 Central Ave. Riverside, CA  --

3,323
 1,118
 1,182
 1,441
 1,776
 3,217
 (914) 1978 2007
1050 Arroyo Ave. San Fernando, CA  --

3,092
 1,900
 515
 3,092
 2,415
 5,507
 (459) 1969 / 2012 2010
600-650 South Grand Ave. Santa Ana, CA  --

4,298
 5,075
 1,049
 4,298
 6,124
 10,422
 (1,112) 1988 2010
121-125 N. Vinedo Ave. Pasadena, CA  --

3,481
 3,530
 1
 3,481
 3,531
 7,012
 (905) 1953 / 1993 2011
3441 West MacArthur Blvd. Santa Ana, CA  --

4,179
 5,358
 5
 4,179
 5,363
 9,542
 (945) 1973 2011
6701 & 6711 Odessa Ave. Van Nuys, CA  --

1,582
 1,856
 116
 1,582
 1,972
 3,554
 (334) 1970-1972 / 2012 2011
13914-13932 Valley Blvd. La Puente, CA  --

2,372
 2,431
 392
 2,372
 2,823
 5,195
 (542) 1978, 1988 / 2012 2011
10700 Jersey Blvd. Rancho Cucamonga, CA  --

3,158
 4,860
 447
 3,158
 5,307
 8,465
 (1,069) 1988-1989 2011
15705, 15709 Arrow Highway & 5220 Fourth St. Irwindale, CA  --

3,608
 2,699
 211
 3,608
 2,910
 6,518
 (583) 1987 2011
20920-20950 Normandie Ave. Torrance, CA  --

3,253
 1,605
 279
 3,253
 1,884
 5,137
 (395) 1989 2011


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
2950 Madera Rd.Simi Valley, CA— (4)3,601 8,033 2 3,601 8,035 11,636 (2,745)1988 / 20052013
10635 Vanowen St.Burbank, CA— 1,517 1,833 1,289 1,517 3,122 4,639 (1,193)19772013
7110 Rosecrans Ave.Paramount, CA— 3,117 1,894 2,452 3,117 4,346 7,463 (1,224)1972 / 2015, 20192014
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St.Ontario, CA— 2,260 6,043 869 2,260 6,912 9,172 (2,747)19852014
1500-1510 W. 228th St.Torrance, CA— 2,428 4,271 6,053 2,428 10,324 12,752 (2,651)1963 / 1968, 20172014
24105 Frampton Ave.Torrance, CA— 2,315 1,553 2,080 2,315 3,633 5,948 (1,154)1974 / 20162014
1700 Saturn WaySeal Beach, CA— 7,935 10,525 342 7,935 10,867 18,802 (3,614)20062014
2980 & 2990 N San Fernando RoadBurbank, CA— 6,373 7,356 550 6,373 7,906 14,279 (2,902)1950 / 20042014
20531 Crescent Bay Dr.Lake Forest, CA— 2,181 4,012 418 2,181 4,430 6,611 (1,591)19982014
2610 & 2701 S. Birch StreetSanta Ana, CA— 9,305 2,115 4,483 9,305 6,598 15,903 (2,237)1965 / 20162014
710 South Dupont Avenue & 4051 Santa Ana StreetOntario, CA— 3,725 6,145 469 3,725 6,614 10,339 (2,366)20012014
9755 Distribution Ave.San Diego, CA— 1,863 3,211 89 1,863 3,300 5,163 (1,152)19742014
9855 Distribution AveSan Diego, CA— 2,733 5,041 799 2,733 5,840 8,573 (1,810)19832014
9340 Cabot DriveSan Diego, CA— 4,311 6,126 1,130 4,311 7,256 11,567 (2,478)1975 / 19762014
9404 Cabot DriveSan Diego, CA— 2,413 3,451 302 2,413 3,753 6,166 (1,262)1975 / 19762014
9455 Cabot DriveSan Diego, CA— 4,423 6,799 600 4,423 7,399 11,822 (2,708)1975 / 19762014
14955-14971 E Salt Lake AveCity of Industry, CA— 5,125 5,009 1,297 5,125 6,306 11,431 (2,233)19792014
5235 East Hunter Ave.Anaheim, CA— 5,240 5,065 1,800 5,240 6,865 12,105 (2,662)19872014
3880 West Valley Blvd.Pomona, CA— 3,982 4,796 3,599 3,982 8,395 12,377 (2,787)1980 / 20172014
1601 Alton Pkwy.Irvine, CA— 7,638 4,946 8,533 7,638 13,479 21,117 (3,746)1974 / 20182014
3116 W. Avenue 32Los Angeles, CA— 3,761 6,729 3,489 3,761 10,218 13,979 (3,089)19742014
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne StreetChatsworth, CA— 7,230 9,058 3,534 7,230 12,592 19,822 (4,158)1979 / 19802014
24935 & 24955 Avenue KearnySanta Clarita, CA— 4,773 5,970 1,065 4,773 7,035 11,808 (2,474)19882014
F-51

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
14944, 14946, 14948 Shoemaker Ave. Santa Fe Springs, CA  --

3,720
 2,641
 409
 3,720
 3,050
 6,770
 (600) 1978 / 2012 2011
6423-6431 & 6407-6119 Alondra Blvd. Paramount, CA  --

1,396
 925
 15
 1,396
 940
 2,336
 (191) 1986 2011
1400 S. Campus Ave. Ontario, CA  --

3,266
 2,961
 2
 3,266
 2,963
 6,229
 (1,401) 1964-1966, 1973, 1987 2012
15041 Calvert St. Van Nuys, CA  --

4,096
 1,570
 18
 4,096
 1,588
 5,684
 (301) 1971 2012
701 Del Norte Blvd. Oxnard, CA  --

3,082
 6,230
 214
 3,082
 6,444
 9,526
 (1,201) 2000 2012
3350 Tyburn St., 3332, 3334, 3360, 3368, 3370, 3378, 3380, 3410, 3424 N. San Fernando Rd. Los Angeles, CA  --

17,978
 39,471
 2,668
 17,978
 42,139
 60,117
 (7,275) 1966, 1992, 1993, 1994 2013
1661 240th St. Los Angeles, CA  --

3,043
 2,550
 3,617
 3,043
 6,167
 9,210
 (1,078) 1975 / 1995 2013
8101-8117 Orion Ave. Van Nuys, CA  --

1,389
 3,872
 274
 1,389
 4,146
 5,535
 (772) 1978 2013
18310-18330 Oxnard St. Tarzana, CA  --

2,497
 5,494
 773
 2,497
 6,267
 8,764
 (1,191) 1973 2013
1100-1170 Gilbert St. & 2353-2373 La Palma Ave. Anaheim, CA 2,629
(5) 
4,582
 5,135
 447
 4,582
 5,582
 10,164
 (1,161) 1972 / 1990 / 2013 2013
280 Bonita Ave., 2743 Thompson Creek Rd. Pomona, CA  --

8,001
 17,734
 8
 8,001
 17,742
 25,743
 (2,718) 1983 2013
2950 Madera Rd. Simi Valley, CA  --
(4) 
3,601
 8,033
 2
 3,601
 8,035
 11,636
 (1,223) 1988 / 2005 2013
10635 Vanowen St. Burbank, CA  --

1,517
 1,833
 723
 1,517
 2,556
 4,073
 (376) 1977 2013
7110 Rosecrans Ave. Paramount, CA  --

3,117
 1,894
 899
 3,117
 2,793
 5,910
 (405) 1972 / 2015 2014
14723-14825 Oxnard St. Van Nuys, CA  --

4,458
 3,948
 1,362
 4,458
 5,310
 9,768
 (788) 1964 / 1968 2014
845, 855, 865 S Milliken Ave & 4317, 4319 Santa Ana St. Ontario, CA  --

2,260
 6,043
 251
 2,260
 6,294
 8,554
 (1,232) 1985 2014
1500-1510 W. 228th St. Torrance, CA  --

2,428
 4,271
 3,176
 2,428
 7,447
 9,875
 (753) 1963 / 1968 2014
24105 Frampton Ave. Torrance, CA  --

2,315
 1,553
 2,071
 2,315
 3,624
 5,939
 (240) 1974 / 2016 2014
1700 Saturn Way Seal Beach, CA  --

7,935
 10,525
 —
 7,935
 10,525
 18,460
 (1,547) 2006 2014
2980 & 2990 N San Fernando Road Burbank, CA  --

6,373
 7,356
 396
 6,373
 7,752
 14,125
 (1,413) 1950 / 2004 2014
20531 Crescent Bay Dr. Lake Forest, CA  --

2,181
 4,012
 415
 2,181
 4,427
 6,608
 (647) 1998 2014
2610 & 2701 S. Birch Street Santa Ana, CA  --

9,305
 2,115
 4,327
 9,305
 6,442
 15,747
 (513) 1965 / 2016 2014


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
605 8th StreetSan Fernando, CA— 2,393 2,742 1,744 2,393 4,486 6,879 (1,373)1991 / 2015, 20202014
9120 Mason Ave.Chatsworth, CA— 9,224 19,346 817 9,224 20,163 29,387 (6,163)1967 / 19992014
7900 Nelson Rd.Los Angeles, CA— 8,495 15,948 2,604 8,495 18,552 27,047 (5,599)1998 / 20152014
679-691 S Anderson St.Los Angeles, CA— 1,723 4,767 1,622 1,723 6,389 8,112 (1,799)1992 / 20172014
10509 Business DriveFontana, CA— 3,505 5,237 1,726 3,505 6,963 10,468 (2,182)19892014
13231 Slover AvenueFontana, CA— 2,812 4,739 1,153 2,812 5,892 8,704 (1,757)19902014
240 W Ivy AvenueInglewood, CA— 2,064 3,675 4,235 2,064 7,910 9,974 (2,167)19812014
3000 Paseo Mercado, 3120-3150 Paseo MercadoOxnard, CA— 2,616 8,311 1,564 2,616 9,875 12,491 (3,438)19882014
1800 Eastman Ave.Oxnard, CA— 842 2,209 81 842 2,290 3,132 (827)20092014
2360-2364 E. Sturgis RoadOxnard, CA— 1,128 2,726 604 1,128 3,330 4,458 (1,322)19892014
201 Rice Ave. & 2400-2420 CelsiusOxnard, CA— 3,487 9,589 921 3,487 10,510 13,997 (3,477)20082014
11120, 11160, 11200 Hindry AveLos Angeles, CA— 3,478 7,834 639 3,478 8,473 11,951 (2,704)1992 / 19942014
6970-7170 & 7310-7374 Convoy Ct.San Diego, CA— 10,805 18,426 3,127 10,805 21,553 32,358 (7,385)19712014
12907 Imperial HighwaySanta Fe Springs, CA— 5,462 6,678 418 5,462 7,096 12,558 (2,055)19972015
8902-8940 Activity RoadSan Diego, CA— 9,427 8,103 2,080 9,427 10,183 19,610 (3,559)1987 / 19972015
1210 N Red Gum St.Anaheim, CA— 3,326 4,020 1,512 3,326 5,532 8,858 (1,584)1985 / 20202015
9615 Norwalk Blvd.Santa Fe Springs, CA— 8,508 1,134 11,730 8,508 12,864 21,372 (324)19752015
16221 Arthur St.Cerritos, CA— 2,979 3,204 1,828 2,979 5,032 8,011 (1,186)1979 / 20212015
2588 & 2605 Industry WayLynwood, CA— 8,738 9,415 — 8,738 9,415 18,153 (3,102)1969 / 19712015
425 S. Hacienda Blvd.City of Industry, CA— 4,010 3,050 117 4,010 3,167 7,177 (1,067)19972015
6700 S Alameda St.Huntington Park, CA— 3,502 9,279 273 3,502 9,552 13,054 (3,329)1990 / 20082015
12720-12860 Danielson Ct.Poway, CA— 6,902 8,949 910 6,902 9,859 16,761 (3,665)19992015
10950 Norwalk Blvd & 12241 Lakeland Rd.Santa Fe Springs, CA— 3,446 1,241 448 3,446 1,689 5,135 (610)19822015
610-760 W Hueneme Rd. & 5651-5721 Perkins Rd.Oxnard, CA— 3,310 5,806 2,254 3,310 8,060 11,370 (2,885)19852015
F-52

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
710 South Dupont Avenue & 4051 Santa Ana Street Ontario, CA  --

3,725
 6,145
 64
 3,725
 6,209
 9,934
 (956) 2001 2014
9755 Distribution Ave. San Diego, CA  --

1,863
 3,211
 (92) 1,863
 3,119
 4,982
 (412) 1974 2014
9855 Distribution Ave San Diego, CA  --

2,733
 5,041
 61
 2,733
 5,102
 7,835
 (771) 1983 2014
9340 Cabot Drive San Diego, CA  --

4,311
 6,126
 537
 4,311
 6,663
 10,974
 (943) 1975 / 1976 2014
9404 Cabot Drive San Diego, CA  --

2,413
 3,451
 43
 2,413
 3,494
 5,907
 (523) 1975 / 1976 2014
9455 Cabot Drive San Diego, CA  --

4,423
 6,799
 253
 4,423
 7,052
 11,475
 (1,183) 1975 / 1976 2014
14955-14971 E Salt Lake Ave City of Industry, CA  --

5,125
 5,009
 808
 5,125
 5,817
 10,942
 (905) 1979 2014
5235 East Hunter Ave. Anaheim, CA  --

5,240
 5,065
 283
 5,240
 5,348
 10,588
 (1,139) 1987 2014
3880 West Valley Blvd. Pomona, CA  --

3,982
 4,796
 3,588
 3,982
 8,384
 12,366
 (1,045) 1980 2014
1601 Alton Pkwy. Irvine, CA  --

7,638
 4,946
 7,128
 7,638
 12,074
 19,712
 (726) 1974 2014
3116 W. Avenue 32 Los Angeles, CA  --

3,761
 6,729
 1,462
 3,761
 8,191
 11,952
 (940) 1974 2014
21040 Nordoff Street; 9035 Independence Avenue; 21019 - 21045 Osborne Street Chatsworth, CA  --

7,230
 9,058
 1,278
 7,230
 10,336
 17,566
 (1,571) 1979 / 1980 2014
24935 & 24955 Avenue Kearny Santa Clarita, CA  --

4,773
 5,970
 693
 4,773
 6,663
 11,436
 (1,098) 1988 2014
605 8th Street San Fernando, CA  --

2,393
 2,742
 1,744
 2,393
 4,486
 6,879
 (397) 1991 / 2015 2014
9120 Mason Ave. Chatsworth, CA  --

9,224
 19,346
 2
 9,224
 19,348
 28,572
 (2,493) 1967 / 1999 2014
7900 Nelson Rd. Los Angeles, CA  --

8,495
 15,948
 1,946
 8,495
 17,894
 26,389
 (1,991) 1998 / 2015 2014
679-691 S Anderson St. Los Angeles, CA  --

1,723
 4,767
 1,273
 1,723
 6,040
 7,763
 (479) 1992 2014
10509 Business Drive Fontana, CA  --

3,505
 5,237
 497
 3,505
 5,734
 9,239
 (722) 1989 2014
13231 Slover Avenue Fontana, CA  --

2,812
 4,739
 562
 2,812
 5,301
 8,113
 (649) 1990 2014
240 W Ivy Avenue Inglewood, CA  --

2,064
 3,675
 1,183
 2,064
 4,858
 6,922
 (525) 1981 2014
3000 Paseo Mercado, 3120-3150 Paseo Mercado Oxnard, CA  --

2,616
 8,311
 577
 2,616
 8,888
 11,504
 (1,255) 1988 2014
2350-2380 Eastman Ave Oxnard, CA  --

1,805
 3,856
 375
 1,805
 4,231
 6,036
 (690) 2003 2014
1800 Eastman Ave Oxnard, CA  --

842
 2,209
 —
 842
 2,209
 3,051
 (430) 2009 2014


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
10701-10719 Norwalk Blvd.Santa Fe Springs, CA— 3,357 3,527 190 3,357 3,717 7,074 (1,188)20042015
6020 Sheila St.Commerce, CA— 4,590 7,772 595 4,590 8,367 12,957 (2,509)20002015
9805 6th St.Rancho Cucamonga, CA— 3,503 3,204 1,400 3,503 4,604 8,107 (1,615)19862015
16321 Arrow Hwy.Irwindale, CA— 3,087 4,081 453 3,087 4,534 7,621 (1,322)1955 / 20012015
601-605 S. Milliken Ave.Ontario, CA— 5,479 7,036 1,338 5,479 8,374 13,853 (2,864)1987 / 19882015
1065 E. Walnut Ave.Carson, CA— 10,038 4,380 4,189 10,038 8,569 18,607 (2,823)19742015
12247 Lakeland Rd.Santa Fe Springs, CA— 3,481 776 1,168 3,481 1,944 5,425 (571)1971 / 20162015
17311 Nichols LaneHuntington Beach, CA— 7,988 8,728 5 7,988 8,733 16,721 (2,660)1993 / 20142015
8525 Camino Santa FeSan Diego, CA— 4,038 4,055 1,030 4,038 5,085 9,123 (1,685)19862016
28454 Livingston AvenueValencia, CA— 5,150 9,666 393 5,150 10,059 15,209 (2,872)20072016
20 IconLake Forest, CA— 12,576 8,817 325 12,576 9,142 21,718 (3,462)1999 / 20152016
16425 Gale AvenueCity of Industry, CA— 18,803 6,029 1,284 18,803 7,313 26,116 (2,034)19762016
12131 Western AvenueGarden Grove, CA— 15,077 11,149 4,861 15,077 16,010 31,087 (4,335)1987 / 2007, 20172016
9 HollandIrvine, CA— 13,724 9,365 633 13,724 9,998 23,722 (2,957)1980 / 20132016
15996 Jurupa AvenueFontana, CA— 7,855 12,056 19 7,855 12,075 19,930 (3,368)20152016
11127 Catawba AvenueFontana, CA— 5,562 8,094 4 5,562 8,098 13,660 (2,269)20152016
13550 Stowe DrivePoway, CA— 9,126 8,043 — 9,126 8,043 17,169 (2,587)19912016
10750-10826 Lower Azusa RoadEl Monte, CA— 4,433 2,961 1,353 4,433 4,314 8,747 (1,364)19752016
525 Park AvenueSan Fernando, CA— 3,830 3,887 213 3,830 4,100 7,930 (1,203)20032016
3233 Mission Oaks Blvd.Camarillo, CA— 13,791 10,017 14,991 13,791 25,008 38,799 (6,085)1980-1982 / 2014, 2018, 20192016
1600 Orangethorpe Ave. & 1335-1375 Acacia Ave.Fullerton, CA— 26,659 12,673 5,465 26,659 18,138 44,797 (5,679)1968/19852016
14742-14750 Nelson AvenueCity of Industry, CA— 13,463 1,680 17,063 13,463 18,743 32,206 (3,770)1969 / 20182016
301-445 Figueroa StreetWilmington, CA— 7,126 5,728 5,136 7,126 10,864 17,990 (2,390)1972 / 20182016
12320 4th StreetRancho Cucamonga, CA— 12,642 14,179 3 12,642 14,182 26,824 (4,187)1997 / 20032016
F-53

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
2360-2364 E. Sturgis Road Oxnard, CA  --

1,128
 2,726
 369
 1,128
 3,095
 4,223
 (475) 1989 2014
201 Rice Ave. & 2400-2420 Celsius Oxnard, CA  --

3,487
 9,589
 196
 3,487
 9,785
 13,272
 (1,352) 2008 2014
11120, 11160, 11200 Hindry Ave Los Angeles, CA  --

3,478
 7,834
 180
 3,478
 8,014
 11,492
 (1,048) 1992 / 1994 2014
6970-7170 & 7310-7374 Convoy Ct. San Diego, CA  --

10,805
 18,426
 1,154
 10,805
 19,580
 30,385
 (2,708) 1971 2014
12907 Imperial Highway Santa Fe Springs, CA  --

5,462
 6,678
 —
 5,462
 6,678
 12,140
 (797) 1997 2015
8902-8940 Activity Rd San Diego, CA  --

9,427
 8,103
 803
 9,427
 8,906
 18,333
 (1,159) 1987 / 1997 2015
1210 N Red Gum St Anaheim, CA  --

3,326
 4,020
 111
 3,326
 4,131
 7,457
 (586) 1985 2015
9615 Norwalk Blvd. Santa Fe Springs, CA  --

8,508
 1,134
 510
 8,508
 1,644
 10,152
 (219) 1975 2015
16221 Arthur St. Cerritos, CA  --

2,979
 3,204
 174
 2,979
 3,378
 6,357
 (383) 1979 2015
2588 & 2605 Industry Way Lynwood, CA  --

8,738
 9,415
 —
 8,738
 9,415
 18,153
 (1,080) 1969 / 1971 2015
425 S. Hacienda Blvd. City of Industry, CA  --

4,010
 3,050
 —
 4,010
 3,050
 7,060
 (361) 1997 2015
6700 S Alameda St. Huntington Park, CA  --

3,502
 9,279
 257
 3,502
 9,536
 13,038
 (1,236) 1990 / 2008 2015
12720-12860 Danielson Ct. Poway, CA  --

6,902
 8,949
 182
 6,902
 9,131
 16,033
 (1,487) 1999 2015
10950 Norwalk Blvd & 12241 Lakeland Rd. Santa Fe Springs, CA  --

3,446
 1,241
 84
 3,446
 1,325
 4,771
 (201) 1982 2015
610-760 W Hueneme Rd & 5651-5721 Perkins Rd Oxnard, CA  --

3,310
 5,806
 649
 3,310
 6,455
 9,765
 (873) 1985 2015
10701-10719 Norwalk Blvd. Santa Fe Springs, CA  --

3,357
 3,527
 79
 3,357
 3,606
 6,963
 (394) 2004 2015
6020 Sheila St. Commerce, CA  --

4,590
 7,772
 580
 4,590
 8,352
 12,942
 (736) 2000 2015
9805 6th St. Rancho Cucamonga, CA  --

3,503
 3,204
 784
 3,503
 3,988
 7,491
 (420) 1986 2015
16321 Arrow Hwy. Irwindale, CA  --

3,087
 4,081
 89
 3,087
 4,170
 7,257
 (404) 1955 / 2001 2015
601-605 S. Milliken Ave. Ontario, CA  --

5,479
 7,036
 764
 5,479
 7,800
 13,279
 (851) 1987 / 1988 2015
1065 E. Walnut Ave. Carson, CA  --

10,038
 4,380
 2,364
 10,038
 6,744
 16,782
 (863) 1974 2015
12247 Lakeland Rd. Santa Fe Springs, CA  --

3,481
 776
 1,159
 3,481
 1,935
 5,416
 (95) 1971 / 2016 2015
17311 Nichols Ln. Huntington Beach, CA  --

7,988
 8,728
 —
 7,988
 8,728
 16,716
 (759) 1993 / 2014 2015


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
9190 Activity RoadSan Diego, CA— 8,497 5,622 738 8,497 6,360 14,857 (2,109)19862016
28903-28903 Avenue PaineValencia, CA— 10,620 6,510 18,497 10,620 25,007 35,627 (2,528)1999 / 2018, 20222017
2390 Ward AvenueSimi Valley, CA— 5,624 10,045 1,292 5,624 11,337 16,961 (3,206)19892017
Safari Business Center(5)
Ontario, CA— 50,807 86,065 9,487 50,807 95,552 146,359 (24,678)19892017
4175 Conant StreetLong Beach, CA— 13,785 13,440 — 13,785 13,440 27,225 (3,405)20152017
5421 Argosy AvenueHuntington Beach, CA— 3,577 1,490 2 3,577 1,492 5,069 (583)19762017
14820-14830 Carmenita RoadNorwalk, CA— 22,938 6,738 1,142 22,938 7,880 30,818 (2,098)1970, 20002017
3002-3072 Inland Empire Blvd.Ontario, CA— 11,980 14,439 3,150 11,980 17,589 29,569 (5,031)19812017
17000 Kingsview Avenue & 800 Sandhill AvenueCarson, CA— 7,988 5,472 975 7,988 6,447 14,435 (1,388)19842017
2301-2329, 2331-2359, 2361-2399, 2370-2398 & 2332-2366 E. Pacifica Place; 20001-20021 Rancho WayRancho Dominguez, CA— 121,329 86,776 14,739 121,329 101,515 222,844 (22,941)1989 / 20212017
11190 White Birch DriveRancho Cucamonga, CA— 9,405 9,840 692 9,405 10,532 19,937 (2,592)19862017
4832-4850 Azusa Canyon RoadIrwindale, CA— 5,330 8,856 9 5,330 8,865 14,195 (1,982)20162017
1825 Soto StreetLos Angeles, CA— 2,129 1,315 212 2,129 1,527 3,656 (349)19932017
19402 Susana RoadRancho Dominguez, CA— 3,524 357 5 3,524 362 3,886 (144)19572017
13225 Western AvenueGardena, CA— 1,918 355 363 1,918 718 2,636 (155)19552017
15401 Figueroa StreetLos Angeles, CA— 3,255 1,248 787 3,255 2,035 5,290 (424)1964 / 20182017
8542 Slauson AvenuePico Rivera, CA— 8,681 576 1,089 8,681 1,665 10,346 (514)19642017
687 Eucalyptus AvenueInglewood, CA— 37,035 15,120 275 37,035 15,395 52,430 (3,118)20172017
302 Rockefeller AvenueOntario, CA— 6,859 7,185 255 6,859 7,440 14,299 (1,558)20002017
4355 Brickell StreetOntario, CA— 7,295 5,616 71 7,295 5,687 12,982 (1,361)20042017
12622-12632 Monarch StreetGarden Grove, CA— 11,691 8,290 1,973 11,691 10,263 21,954 (2,352)19672017
F-54

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
8525 Camino Santa Fe San Diego, CA  --

4,038
 4,055
 474
 4,038
 4,529
 8,567
 (324) 1986 2016
28454 Livingston Avenue Valencia, CA  --

5,150
 9,666
 —
 5,150
 9,666
 14,816
 (746) 2007 2016
20 Icon Lake Forest, CA  --

12,576
 8,817
 30
 12,576
 8,847
 21,423
 (920) 1999 / 2015 2016
16425 Gale Avenue City of Industry, CA  --

18,803
 6,029
 103
 18,803
 6,132
 24,935
 (494) 1976 2016
2700_2722 Fairview Street Santa Ana, CA  --

10,144
 5,989
 105
 10,144
 6,094
 16,238
 (489) 1964 / 1984 2016
12131 Western Avenue Garden Grove, CA  --

15,077
 11,149
 4,063
 15,077
 15,212
 30,289
 (833) 1987 / 2007 2016
9 Holland Irvine, CA  --

13,724
 9,365
 65
 13,724
 9,430
 23,154
 (735) 1980 / 2013 2016
15996 Jurupa Avenue Fontana, CA  --

7,855
 12,056
 —
 7,855
 12,056
 19,911
 (850) 2015 2016
11127 Catawba Avenue Fontana, CA  --

5,562
 8,094
 —
 5,562
 8,094
 13,656
 (573) 2015 2016
13550 Stowe Drive Poway, CA  --

9,126
 8,043
 —
 9,126
 8,043
 17,169
 (719) 1991 2016
10750-10826 Lower Azusa Road El Monte, CA  --

4,433
 2,961
 835
 4,433
 3,796
 8,229
 (265) 1975 2016
525 Park Avenue San Fernando, CA  --

3,830
 3,887
 55
 3,830
 3,942
 7,772
 (278) 2003 2016
3233 Mission Oaks Blvd Camarillo, CA  --

13,791
 10,017
 2,226
 13,791
 12,243
 26,034
 (923) 1980-1982 / 2014 2016
1600 Orangethorpe & 1335-1375 Acacia Fullerton, CA  --

26,659
 12,673
 892
 26,659
 13,565
 40,224
 (1,030) 1968 / 1985 2016
14742-14750 Nelson Avenue City of Industry, CA  --

13,463
 1,680
 5,702
 13,463
 7,382
 20,845
 —
 1969 2016
3927 Oceanic Drive Oceanside, CA  --

2,667
 4,581
 135
 2,667
 4,716
 7,383
 (226) 2004 2016
301-445 Figueroa Street Wilmington, CA  --

7,126
 5,728
 3,055
 7,126
 8,783
 15,909
 (332) 1972 2016
12320 4th Street Rancho Cucamonga, CA  --

12,642
 14,179
 —
 12,642
 14,179
 26,821
 (746) 1997 / 2003 2016
9190 Activity Road San Diego, CA  --

8,497
 5,622
 380
 8,497
 6,002
 14,499
 (331) 1986 2016
28903-28903 Avenue Paine Valencia, CA  --
 10,620
 6,510
 1,823
 10,620
 8,333
 18,953
 —
 1999 2017
2390 Ward Avenue Simi Valley, CA  --
 5,624
 10,045
 74
 5,624
 10,119
 15,743
 (378) 1989 2017
Safari Business Center(5)
 Ontario, CA  --
 50,807
 86,065
 186
 50,807
 86,251
 137,058
 (2,485) 1989 2017
4175 Conant Street Long Beach, CA  --
 13,785
 13,440
 —
 13,785
 13,440
 27,225
 (333) 2015 2017


   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
8315 Hanan WayPico Rivera, CA— 8,714 4,751 180 8,714 4,931 13,645 (1,095)19762017
13971 Norton AvenueChino, CA— 5,293 6,377 174 5,293 6,551 11,844 (1,501)19902018
1900 Proforma AvenueOntario, CA— 10,214 5,127 1,084 10,214 6,211 16,425 (1,928)19892018
16010 Shoemaker AvenueCerritos, CA— 9,927 6,948 506 9,927 7,454 17,381 (1,538)19852018
4039 Calle PlatinoOceanside, CA— 9,476 11,394 830 9,476 12,224 21,700 (2,576)19912018
851 Lawrence DriveThousand Oaks, CA— 6,717 — 13,397 6,717 13,397 20,114 (904)1968 / 20212018
1581 North Main StreetOrange, CA— 4,230 3,313 44 4,230 3,357 7,587 (680)19942018
1580 West Carson StreetLong Beach, CA— 5,252 2,496 2,197 5,252 4,693 9,945 (864)1982 / 20182018
660 & 664 North Twin Oaks Valley RoadSan Marcos, CA— 6,307 6,573 355 6,307 6,928 13,235 (1,515)1978 - 19882018
1190 Stanford CourtAnaheim, CA— 3,583 2,430 233 3,583 2,663 6,246 (536)19792018
5300 Sheila StreetCommerce, CA— 90,568 54,086 218 90,568 54,304 144,872 (11,472)19752018
15777 Gateway CircleTustin, CA— 3,815 4,292 40 3,815 4,332 8,147 (806)20052018
1998 Surveyor AvenueSimi Valley, CA— 3,670 2,263 4,754 3,670 7,017 10,687 (1,182)20182018
3100 Fujita StreetTorrance, CA— 7,723 5,649 206 7,723 5,855 13,578 (1,258)19702018
4416 Azusa Canyon RoadIrwindale, CA— 10,762 1,567 2,914 10,762 4,481 15,243 (230)19562018
1420 McKinley AvenueCompton, CA— 17,053 13,605 143 17,053 13,748 30,801 (2,662)20172018
12154 Montague StreetPacoima, CA— 10,114 12,767 943 10,114 13,710 23,824 (2,289)19742018
10747 Norwalk BoulevardSanta Fe Springs, CA— 5,646 4,966 269 5,646 5,235 10,881 (983)19992018
29003 Avenue ShermanValencia, CA— 3,094 6,467 1,826 3,094 8,293 11,387 (1,017)2000 / 20192018
16121 Carmenita RoadCerritos, CA— 10,013 3,279 3,724 10,013 7,003 17,016 (981)1969/1983, 20202018
1332-1340 Rocky Point DriveOceanside, CA— 3,816 6,148 511 3,816 6,659 10,475 (1,130)2009 / 20192018
6131-6133 Innovation WayCarlsbad, CA— 10,545 11,859 113 10,545 11,972 22,517 (2,252)20172018
263-321 Gardena BoulevardCarson, CA— 14,302 1,960 199 14,302 2,159 16,461 (719)1977 - 19822018
9200 Mason AvenueChatsworth, CA— 4,887 4,080 — 4,887 4,080 8,967 (742)19682018
9230 Mason AvenueChatsworth, CA— 4,454 955 — 4,454 955 5,409 (257)19742018
9250 Mason AvenueChatsworth, CA— 4,034 2,464 — 4,034 2,464 6,498 (483)19772018
9171 Oso AvenueChatsworth, CA— 5,647 2,801 — 5,647 2,801 8,448 (609)19802018
5593-5595 Fresca DriveLa Palma, CA— 11,414 2,502 452 11,414 2,954 14,368 (632)19732018
F-55

     
 Initial Cost 
Costs Capitalized Subsequent to Acquisition(1)
 Gross Amounts at Which Carried at Close of Period      
Property Address Location Encumbrances Land Building and Improvements Building and Improvements 
Land (2)
 
Building & Improvements (2)
 Total 
Accumulated Depreciation (3)
 Year Build / Year Renovated Year Acquired
5421 Argosy Avenue Huntington Beach, CA  --
 3,577
 1,490
 —
 3,577
 1,490
 5,067
 (66) 1976 2017
14820-14830 Carmenita Road Norwalk, CA  --
 22,938
 6,738
 65
 22,938
 6,803
 29,741
 (206) 1970, 2000 2017
3002-3072 Inland Empire Blvd Ontario, CA  --
 12,031
 14,439
 19
 12,031
 14,458
 26,489
 (307) 1981 2017
17000 Kingsview Avenue & 800 Sandhill Avenue Carson, CA  --
 7,988
 5,472
 10
 7,988
 5,482
 13,470
 (119) 1984 2017
2301-2329, 2331-2359, 2361-2399, 2370-2398 & 2332-2366 E. Pacifica Place; 20001-20021 Rancho Way Rancho Dominguez, CA  --
 121,329
 86,776
 180
 121,329
 86,956
 208,285
 (1,842) 1989 2017
11190 White Birch Drive Rancho Cucamonga, CA  --
 9,405
 9,840
 —
 9,405
 9,840
 19,245
 (217) 1986 2017
4832-4850 Azusa Canyon Road Irwindale, CA  --
 5,330
 8,856
 —
 5,330
 8,856
 14,186
 (170) 2016 2017
1825 Soto Street Los Angeles, CA  --
 2,129
 1,315
 —
 2,129
 1,315
 3,444
 (20) 1993 2017
19402 Susana Road Rancho Dominguez, CA  --
 3,524
 357
 3
 3,524
 360
 3,884
 (9) 1957 2017
13225 Western Avenue Gardena, CA  --
 1,918
 355
 3
 1,918
 358
 2,276
 (7) 1955 2017
15401 Figueroa Street Los Angeles, CA  --
 3,255
 1,248
 3
 3,255
 1,251
 4,506
 (13) 1964 2017
8542 Slauson Avenue Pico Rivera, CA  --
 8,681
 576
 —
 8,681
 576
 9,257
 (8) 1964 2017
687 Eucalyptus Avenue Inglewood, CA  --
 37,035
 15,120
 —
 37,035
 15,120
 52,155
 (74) 2017 2017
302 Rockefeller Avenue Ontario, CA  --
 6,859
 7,185
 —
 6,859
 7,185
 14,044
 —
 2000 2017
4355 Brickell Street Ontario, CA  --
 7,295
 5,616
 —
 7,295
 5,616
 12,911
 —
 2004 2017
12622-12632 Monarch Street Garden Grove, CA  --
 11,691
 8,290
 —
 11,691
 8,290
 19,981
 —
 1967 2017
8315 Hanan Way Pico Rivera, CA  --
 8,714
 4,751
 —
 8,714
 4,751
 13,465
 —
 1976 2017
Investments in real estate   $2,629
 $1,002,761
 $1,009,064
 $160,965
 $997,588
 $1,164,377
 $2,161,965
 $(173,541)    
   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
6100 Sheila StreetCommerce, CA— 11,789 5,214 1,521 11,789 6,735 18,524 (1,480)19602018
14421-14441 Bonelli StreetCity of Industry, CA— 12,191 7,489 330 12,191 7,819 20,010 (1,407)19712018
12821 Knott StreetGarden Grove, CA— 17,896 2,824 16,406 17,896 19,230 37,126 — 19712019
28510 Industry DriveValencia, CA— 2,395 5,466 126 2,395 5,592 7,987 (884)20172019
Conejo Spectrum Business ParkThousand Oaks, CA— 38,877 64,721 1,860 38,877 66,581 105,458 (10,393)2018 / 20202019
2455 Ash StreetVista, CA— 4,273 1,966 219 4,273 2,185 6,458 (506)19902019
25413 Rye Canyon RoadSanta Clarita, CA— 3,245 2,352 2,166 3,245 4,518 7,763 (569)19812019
1515 15th StreetLos Angeles, CA— 23,363 5,208 2,424 23,363 7,632 30,995 (979)19772019
13890 Nelson AvenueCity of Industry, CA— 25,642 14,616 119 25,642 14,735 40,377 (2,377)19822019
445-449 Freedom AvenueOrange, CA— 9,084 8,286 503 9,084 8,789 17,873 (1,395)19802019
2270 Camino Vida RobleCarlsbad, CA— 8,102 8,179 2,926 8,102 11,105 19,207 (2,184)19812019
980 Rancheros DriveSan Marcos, CA— 2,901 4,245 255 2,901 4,500 7,401 (722)19822019
1145 Arroyo AvenueSan Fernando, CA— 19,556 9,567 896 19,556 10,463 30,019 (1,652)19892019
1150 Aviation PlaceSan Fernando, CA— 18,989 10,067 37 18,989 10,104 29,093 (1,813)19892019
1175 Aviation PlaceSan Fernando, CA— 12,367 4,858 138 12,367 4,996 17,363 (922)19892019
1245 Aviation PlaceSan Fernando, CA— 16,407 9,572 32 16,407 9,604 26,011 (1,629)19892019
635 8th StreetSan Fernando, CA— 8,787 5,922 2,037 8,787 7,959 16,746 (847)19892019
10015 Waples CourtSan Diego, CA— 12,280 9,198 5,463 12,280 14,661 26,941 (1,439)1988 / 20202019
19100 Susana RoadRancho Dominguez, CA— 11,576 2,265 381 11,576 2,646 14,222 (561)19562019
15385 Oxnard StreetVan Nuys, CA— 11,782 5,212 204 11,782 5,416 17,198 (868)19882019
9750-9770 San Fernando RoadSun Valley, CA— 6,718 543 72 6,718 615 7,333 (218)19522019
218 S. Turnbull CanyonCity of Industry, CA— 19,075 8,061 262 19,075 8,323 27,398 (1,495)19992019
Limonite Ave. & Archibald Ave.Eastvale, CA— 23,848 — 31,554 23,848 31,554 55,402 (2,840)20202019
F-56

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
3340 San Fernando RoadLos Angeles, CA— 2,885 147 (115)2,770 147 2,917 (63)N/A2019
5725 Eastgate DriveSan Diego, CA— 6,543 1,732 332 6,543 2,064 8,607 (453)19952019
18115 Main StreetCarson, CA— 7,142 776 194 7,142 970 8,112 (216)19882019
3150 Ana StreetRancho Dominguez, CA— 15,997 3,036 4 15,997 3,040 19,037 (509)19572019
1402 Avenida Del OroOceanside, CA— 33,006 34,439 39 33,006 34,478 67,484 (5,311)20162019
9607-9623 Imperial HighwayDowney, CA— 9,766 865 1,669 9,766 2,534 12,300 (389)19742019
12200 Bellflower BoulevardDowney, CA— 14,960 2,057 425 14,960 2,482 17,442 (482)19552019
Storm ParkwayTorrance, CA— 42,178 21,987 647 42,178 22,634 64,812 (3,262)1982 - 20082019
2328 Teller RoadNewbury Park, CA— 8,330 14,304 1,425 8,330 15,729 24,059 (2,320)1970 / 20182019
6277-6289 Slauson AvenueCommerce, CA— 27,809 11,454 730 27,809 12,184 39,993 (1,854)1962 - 19772019
750 Manville Street    Compton, CA— 8,283 2,784 357 8,283 3,141 11,424 (467)19772019
8985 Crestmar PointSan Diego, CA— 6,990 1,350 530 6,990 1,880 8,870 (384)19882019
404-430 Berry WayBrea, CA— 21,047 4,566 1,626 21,047 6,192 27,239 (1,074)1964 - 19672019
415-435 Motor AvenueAzusa, CA— 7,364 — 10,880 7,364 10,880 18,244 (74)1956 / 20222019
508 East E StreetWilmington, CA— 10,742 4,380 97 10,742 4,477 15,219 (659)19882019
12752-12822 Monarch StreetGarden Grove, CA— 29,404 4,262 13,182 29,404 17,444 46,848 (655)19712019
1601 Mission Blvd.Pomona, CA— 67,623 18,962 298 67,623 19,260 86,883 (3,429)19522019
2757 Del Amo Blvd.Rancho Dominguez, CA— 10,035 2,073 136 10,035 2,209 12,244 (405)19672019
18250 Euclid StreetFountain Valley, CA— 11,116 3,201 — 11,116 3,201 14,317 (451)19742019
701-751 Kingshill PlaceCarson, CA7,100 23,016 10,344 3,897 23,016 14,241 37,257 (1,573)1979 / 20202020
2601-2641 Manhattan Beach BlvdRedondo Beach, CA3,832 30,333 9,427 5,288 30,333 14,715 45,048 (1,615)19782020
2410-2420 Santa Fe AvenueRedondo Beach, CA10,300 24,310 13,128 6 24,310 13,134 37,444 (1,556)19772020
11600 Los Nietos RoadSanta Fe Springs, CA2,462 12,033 4,666 6,165 12,033 10,831 22,864 (274)1976 / 20222020
5160 Richton StreetMontclair, CA4,153 7,199 8,203 817 7,199 9,020 16,219 (1,073)20042020
2205 126th StreetHawthorne, CA5,200 11,407 6,834 747 11,407 7,581 18,988 (1,072)19982020
F-57

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
11832-11954 La Cienega BlvdHawthorne, CA3,928 13,625 5,721 876 13,625 6,597 20,222 (963)19992020
7612-7642 Woodwind DriveHuntington Beach, CA3,712 10,634 2,901 133 10,634 3,034 13,668 (420)20012020
960-970 Knox StreetTorrance, CA2,307 7,324 2,380 1,174 7,324 3,554 10,878 (470)19762020
25781 Atlantic Ocean DriveLake Forest, CA— 4,358 1,067 831 4,358 1,898 6,256 (175)19962020
720-750 Vernon AvenueAzusa, CA— 14,088 1,638 4 14,088 1,642 15,730 (332)19502020
6687 Flotilla StreetCommerce, CA— 14,501 6,053 445 14,501 6,498 20,999 (745)19562020
1055 Sandhill AvenueCarson, CA— 11,970 — 6,557 11,970 6,557 18,527 — 19732020
22895 Eastpark DriveYorba Linda, CA2,612 5,337 1,370 — 5,337 1,370 6,707 (200)19862020
8745-8775 Production AvenueSan Diego, CA— 6,471 1,551 1,590 6,471 3,141 9,612 (405)1974 / 20212020
15850 Slover AvenueFontana, CA— 3,634 6,452 55 3,634 6,507 10,141 (643)20202020
15650-15700 Avalon BlvdLos Angeles, CA— 22,353 5,988 9,241 22,353 15,229 37,582 (307)1962 - 1978 / 20222020
11308-11350 Penrose StreetSun Valley, CA— 15,884 11,169 321 15,884 11,490 27,374 (1,239)19742020
11076-11078 Fleetwood StreetSun Valley, CA— 3,217 1,446 1,143 3,217 2,589 5,806 (202)19742020
12133 Greenstone AvenueSanta Fe Springs, CA— 5,900 891 5,486 5,900 6,377 12,277 (34)19672020
12772 San Fernando RoadSylmar, CA— 17,302 3,832 894 17,302 4,726 22,028 (454)1964 / 20132020
15601 Avalon BlvdLos Angeles, CA— 15,776 — 13,235 15,776 13,235 29,011 — 19842020
Gateway PointeWhittier, CA— 132,659 154,250 1,150 132,659 155,400 288,059 (12,750)2005 - 20062020
13943-13955 Balboa BlvdSylmar, CA14,965 26,795 18,484 1,942 26,795 20,426 47,221 (1,747)20002020
Van Nuys Airport Industrial CenterVan Nuys, CA— 91,894 58,625 2,262 91,894 60,887 152,781 (5,322)1961 - 20072020
4039 State StreetMontclair, CA— 12,829 15,485 72 12,829 15,557 28,386 (1,319)20202020
10156 Live Oak AvenueFontana, CA— 19,779 27,186 838 19,779 28,024 47,803 (2,202)20202020
10694 Tamarind AvenueFontana, CA— 8,878 12,325 190 8,878 12,515 21,393 (1,032)20202020
2520 Baseline RoadRialto, CA— 12,513 16,377 172 12,513 16,549 29,062 (1,359)20202020
12211 Greenstone AvenueSanta Fe Springs, CA— 15,729 1,636 — 15,729 1,636 17,365 (270)N/A2020
East 27th StreetLos Angeles, CA— 40,332 21,842 431 40,332 22,273 62,605 (2,037)1961 - 20042020
2750 Alameda StreetLos Angeles, CA— 24,644 5,771 723 24,644 6,494 31,138 (740)1961 - 19802020
29010 Avenue PaineValencia, CA— 7,401 8,168 976 7,401 9,144 16,545 (728)20002020
F-58

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
29010 Commerce Center DriveValencia, CA— 10,499 13,832 3 10,499 13,835 24,334 (1,134)20022020
13369 Valley BlvdFontana, CA— 9,675 10,393 48 9,675 10,441 20,116 (932)20052020
6635 Caballero BlvdBuena Park, CA— 14,288 7,919 106 14,288 8,025 22,313 (684)20032020
1235 South Lewis StreetAnaheim, CA— 16,984 1,519 1,997 16,984 3,516 20,500 (166)1956 / 20222020
15010 Don Julian RoadCity of Industry, CA— 24,017 — 1,871 24,017 1,871 25,888 (4)19632021
5002-5018 Lindsay CourtChino, CA— 6,996 5,658 541 6,996 6,199 13,195 (518)19862021
514 East C StreetLos Angeles, CA— 9,114 1,205 4 9,114 1,209 10,323 (135)20192021
17907-18001 Figueroa StreetLos Angeles, CA— 18,065 1,829 523 18,065 2,352 20,417 (274)1954 - 19602021
7817 Woodley AvenueVan Nuys, CA3,009 5,496 4,615 — 5,496 4,615 10,111 (171)19742021
8888-8992 Balboa AvenueSan Diego, CA— 20,033 — 3,322 20,033 3,322 23,355 (3)19672021
9920-10020 Pioneer BlvdSanta Fe Springs, CA— 21,345 2,118 6,977 21,345 9,095 30,440 — 1973 - 19782021
2553 Garfield AvenueCommerce, CA— 3,846 649 133 3,846 782 4,628 (102)19542021
6655 East 26th StreetCommerce, CA— 5,195 1,780 200 5,195 1,980 7,175 (170)19652021
560 Main StreetOrange, CA— 2,660 432 130 2,660 562 3,222 (71)19732021
4225 Etiwanda AvenueJurupa Valley, CA— 16,287 15,537 104 16,287 15,641 31,928 (1,203)19982021
12118 Bloomfield AvenueSanta Fe Springs, CA— 16,809 — 1,392 16,809 1,392 18,201 (4)19552021
256 Alondra BlvdCarson, CA— 10,377 371 250 10,377 621 10,998 (99)19542021
19007 Reyes AvenueRancho Dominguez, CA— 16,673 — 2,115 16,673 2,115 18,788 (7)1969 / 20212021
19431 Santa Fe AvenueRancho Dominguez, CA— 10,066 638 788 10,066 1,426 11,492 (48)19632021
4621 Guasti RoadOntario, CA— 8,198 5,231 429 8,198 5,660 13,858 (370)19882021
12838 Saticoy StreetNorth Hollywood, CA— 25,550 2,185 — 25,550 2,185 27,735 (264)19542021
19951 Mariner AvenueTorrance, CA— 17,009 7,674 3 17,009 7,677 24,686 (736)19862021
2425-2535 East 12th StreetLos Angeles, CA— 48,409 40,756 5,290 48,409 46,046 94,455 (2,645)19882021
29120 Commerce Center DriveValencia, CA— 11,121 15,799 73 11,121 15,872 26,993 (1,026)20022021
F-59

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
20304 Alameda StreetRancho Dominguez, CA— 11,987 1,663 12 11,987 1,675 13,662 (164)19742021
4181 Ruffin RoadSan Diego, CA— 30,395 3,530 116 30,395 3,646 34,041 (573)19872021
12017 Greenstone AvenueSanta Fe Springs, CA— 13,408 205 1,697 13,408 1,902 15,310 (54)N/A2021
1901 Via BurtonFullerton, CA— 24,461 — 4,137 24,461 4,137 28,598 — 19602021
1555 Cucamonga AvenueOntario, CA— 20,153 2,134 55 20,153 2,189 22,342 (279)19732021
1800 Lomita BlvdWilmington, CA— 89,711 542 304 89,711 846 90,557 (107)N/A2021
8210-8240 Haskell AvenueVan Nuys, CA— 9,219 3,331 3,137 9,219 6,468 15,687 — 1962 - 19642021
3100 Lomita BlvdTorrance, CA— 124,313 65,282 (1,493)124,313 63,789 188,102 (4,922)1967 - 19982021
2401-2421 Glassell StreetOrange, CA— 54,554 16,599 164 54,554 16,763 71,317 (1,555)19872021
2390-2444 American WayOrange, CA— 17,214 — 2,454 17,214 2,454 19,668 — N/A2021
500 Dupont AvenueOntario, CA— 36,810 26,489 461 36,810 26,950 63,760 (1,432)19872021
1801 St Andrew PlaceSanta Ana, CA— 75,978 24,522 1,793 75,978 26,315 102,293 (1,991)19872021
5772 Jurupa StreetOntario, CA— 36,590 20,010 11 36,590 20,021 56,611 (1,138)19922021
2500 Victoria StreetLos Angeles, CA— 232,902 — — 232,902 — 232,902 — N/A2021
1010 Belmont StreetOntario, CA— 9,078 5,751 30 9,078 5,781 14,859 (306)19872021
21515 Western AvenueTorrance, CA— 19,280 — 1,422 19,280 1,422 20,702 (1)19912021
12027 Greenstone AvenueSanta Fe Springs, CA— 8,952 469 143 8,952 612 9,564 (49)19752021
6027 Eastern AvenueCommerce, CA— 23,494 — 2,667 23,494 2,667 26,161 — 19462021
340-344 Bonnie CircleCorona, CA— 18,044 9,506 4 18,044 9,510 27,554 (483)19942021
14100 Vine PlaceCerritos, CA— 40,458 8,660 3,573 40,458 12,233 52,691 (448)1979 / 20222021
2280 Ward AvenueSimi Valley, CA— 23,301 24,832 5 23,301 24,837 48,138 (1,262)19952021
20481 Crescent Bay DriveLake Forest, CA— 16,164 6,054 3 16,164 6,057 22,221 (312)19962021
334 El Encanto RoadCity of Industry, CA— 9,227 1,272 123 9,227 1,395 10,622 (96)19602021
17031-17037 Green DriveCity of Industry, CA— 10,781 3,302 76 10,781 3,378 14,159 (184)19682021
13512 Marlay AvenueFontana, CA— 37,018 15,365 160 37,018 15,525 52,543 (744)19602021
14940 Proctor RoadCity of Industry, CA— 28,861 — 70 28,861 70 28,931 — 19622021
2800 Casitas AvenueLos Angeles, CA— 33,154 10,833 253 33,154 11,086 44,240 (461)19992021
F-60

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
4240 190th StreetTorrance, CA— 67,982 9,882 18 67,982 9,900 77,882 (517)19662021
2391-2393 Bateman AvenueIrwindale, CA— 13,363 9,811 — 13,363 9,811 23,174 (397)20052021
1168 Sherborn StreetCorona, CA— 13,747 9,796 7 13,747 9,803 23,550 (400)20042021
3071 Coronado StreetAnaheim, CA— 29,862 — 564 29,862 564 30,426 (3)19732021
8911 Aviation BlvdLos Angeles, CA— 27,138 4,780 310 27,138 5,090 32,228 (241)19712021
1020 Bixby DriveCity of Industry, CA— 10,067 6,046 19 10,067 6,065 16,132 (274)19772021
444 Quay AvenueLos Angeles, CA— 10,926 — 359 10,926 359 11,285 (4)19922022
18455 Figueroa StreetLos Angeles, CA— 57,186 7,420 24 57,186 7,444 64,630 (423)19782022
24903 Avenue KearnySanta Clarita, CA— 22,468 34,074 316 22,468 34,390 56,858 (1,195)19882022
19475 Gramercy PlaceTorrance, CA— 9,753 1,678 1,772 9,753 3,450 13,203 (65)1982 / 20222022
14005 Live Oak AvenueIrwindale, CA— 20,387 4,324 133 20,387 4,457 24,844 (377)19922022
13700-13738 Slover AvenueFontana, CA— 14,457 — 216 14,457 216 14,673 (2)19822022
Meggitt Simi ValleySimi Valley, CA— 32,102 26,338 — 32,102 26,338 58,440 (947)1984 / 20052022
21415-21605 Plummer StreetChatsworth, CA— 33,119 4,724 24 33,119 4,748 37,867 (444)19862022
1501-1545 Rio Vista AvenueLos Angeles, CA— 16,138 11,951 351 16,138 12,302 28,440 (382)20032022
17011-17027 Central AvenueCarson, CA— 22,235 8,241 — 22,235 8,241 30,476 (267)19792022
2843 Benet RoadOceanside, CA— 3,459 11,559 — 3,459 11,559 15,018 (347)19872022
14243 Bessemer StreetVan Nuys, CA— 5,229 1,807 — 5,229 1,807 7,036 (61)19872022
2970 East 50th StreetVernon, CA— — 6,082 — — 6,082 6,082 (192)19492022
19900 Plummer StreetChatsworth, CA— 13,845 890 260 13,845 1,150 14,995 (103)19832022
Long Beach Business ParkLong Beach, CA— 21,664 2,960 147 21,664 3,107 24,771 (182)1973 - 19762022
13711 Freeway DriveSanta Fe Springs, CA— 34,175 892 212 34,175 1,104 35,279 (38)19632022
6245 Providence WayEastvale, CA— 6,075 3,777 — 6,075 3,777 9,852 (133)20182022
7815 Van Nuys BlvdPanorama City, CA— 19,837 6,450 48 19,837 6,498 26,335 (211)19602022
13535 Larwin CircleSanta Fe Springs, CA— 14,580 2,750 21 14,580 2,771 17,351 (101)19872022
1154 Holt BlvdOntario, CA— 7,222 7,009 12 7,222 7,021 14,243 (188)20212022
900-920 Allen AvenueGlendale, CA— 20,499 6,176 — 20,499 6,176 26,675 (180)1942 - 19952022
F-61

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
1550-1600 Champagne AvenueOntario, CA— 29,768 19,702 10 29,768 19,712 49,480 (509)19892022
10131 Banana AvenueFontana, CA— 25,795 1,248 36 25,795 1,284 27,079 (67)N/A2022
2020 Central AvenueCompton, CA— 11,402 676 — 11,402 676 12,078 (41)19722022
14200-14220 Arminta StreetPanorama, CA— 50,184 33,691 — 50,184 33,691 83,875 (846)20062022
1172 Holt BlvdOntario, CA— 9,439 8,504 11 9,439 8,515 17,954 (214)20212022
1500 Raymond AvenueFullerton, CA— 46,117 — 1,832 46,117 1,832 47,949 — n/a2022
2400 Marine AvenueRedondo Beach, CA— 21,686 7,290 7 21,686 7,297 28,983 (316)19642022
14434-14527 San Pedro StreetLos Angeles, CA— 50,239 1,985 329 50,239 2,314 52,553 (85)19712022
20900 Normandie AvenueTorrance, CA— 26,136 13,942 7 26,136 13,949 40,085 (327)N/A2022
15771 Red Hill AvenueTustin, CA— 31,853 8,431 9 31,853 8,440 40,293 (306)1979 / 20162022
14350 Arminta StreetPanorama City, CA— 5,715 2,880 — 5,715 2,880 8,595 (67)20062022
29125 Avenue PaineValencia, CA— 20,388 24,125 — 20,388 24,125 44,513 (557)20062022
3935-3949 Heritage Oak CourtSimi Valley, CA— 23,693 33,149 — 23,693 33,149 56,842 (730)19992022
620 Anaheim StreetLos Angeles, CA— 15,550 2,230 732 15,550 2,962 18,512 (56)19842022
400 Rosecrans AvenueGardena, CA— 8,642 — 349 8,642 349 8,991 — 19672022
3547-3555 Voyager StreetTorrance, CA— 19,809 924 49 19,809 973 20,782 (33)19862022
6996-7044 Bandini BlvdCommerce, CA— 39,403 1,574 — 39,403 1,574 40,977 (47)19682022
4325 Etiwanda AvenueJurupa Valley, CA— 31,286 18,730 — 31,286 18,730 50,016 (357)19982022
Merge-WestEastvale, CA— 251,443 206,055 — 251,443 206,055 457,498 (3,647)20222022
6000-6052 & 6027-6029 Bandini BlvdCommerce, CA— 69,162 25,490 — 69,162 25,490 94,652 (501)20162022
3901 Via Oro AvenueLong Beach, CA— 18,519 953 123 18,519 1,076 19,595 (104)19832022
15650 Don Julian RoadCity of Industry, CA— 9,867 5,818 — 9,867 5,818 15,685 (93)20032022
15700 Don Julian RoadCity of Industry, CA— 10,252 5,996 — 10,252 5,996 16,248 (96)20012022
17000 Gale AvenueCity of Industry, CA— 7,190 4,929 — 7,190 4,929 12,119 (77)20082022
17909 & 17929 Susana RoadCompton, CA— 26,786 — 91 26,786 91 26,877 — 1970 - 19732022
2880 Ana StreetRancho Dominguez, CA— 34,987 — 62 34,987 62 35,049 — 19702022
F-62

   Initial Cost
Costs Capitalized Subsequent to Acquisition(1)
Gross Amounts at Which Carried at Close of Period   
Property AddressLocationEncumbrances LandBuilding and ImprovementsBuilding and Improvements
Land (2)
Building & Improvements (2)
Total
Accumulated Depreciation (3)
Year Build / Year RenovatedYear Acquired
920 Pacific Coast HighwayWilmington, CA— 80,121 21,516 — 80,121 21,516 101,637 (254)19542022
21022 & 21034 Figueroa StreetCarson, CA— 15,551 8,871 — 15,551 8,871 24,422 (96)20022022
13301 Main StreetLos Angeles, CA— 40,434 11,915 — 40,434 11,915 52,349 (140)19892022
20851 Currier RoadCity of Industry, CA— 12,549 9,471 292 12,549 9,763 22,312 — 19992022
3131 Harcourt Street & 18031 Susana RoadCompton, CA— 26,268 1,419 — 26,268 1,419 27,687 (13)19702022
14400 Figueroa StreetLos Angeles, CA— 43,929 6,011 — 43,929 6,011 49,940 (36)19672022
2130-2140 Del Amo BlvdCarson, CA— 35,494 5,246 — 35,494 5,246 40,740 (10)19802022
19145 Gramercy PlaceTorrance, CA— 32,965 5,894 — 32,965 5,894 38,859 (15)19772022
20455 Reeves AvenueCarson, CA— 40,291 6,050 — 40,291 6,050 46,341 (13)19822022
14874 Jurupa AvenueFontana, CA— 29,738 29,627 — 29,738 29,627 59,365 (47)20192022
10660 Mulberry AvenueFontana, CA— 8,744 3,024 — 8,744 3,024 11,768 (6)19902022
755 Trademark CircleCorona, CA— 5,685 4,910 — 5,685 4,910 10,595 (8)20012022
4500 Azusa Canyon RoadIrwindale, CA— 35,173 4,991 — 35,173 4,991 40,164 (13)19502022
7817 Haskell AvenueVan Nuys, CA— 10,565 976 — 10,565 976 11,541 (3)19602022
Investments in real estate $65,515  $5,843,731 $3,050,968 $580,212 $5,841,195 $3,629,192 $9,470,387 $(614,332)  
Note: As of December 31, 2017,2022, the aggregate cost for federal income tax purposes of investments in real estate was approximately $2.1$8.8 billion.

(1)Costs capitalized subsequent to acquisition are net of the write-off of fully depreciated assets and include construction in progress.



(1)Costs capitalized subsequent to acquisition are net of the write-off of fully depreciated assets and include construction in progress.
(2)During 2009, we recorded impairment charges totaling $19.6 million in continuing operations (of which $10.8 million relates to properties still owned by us) to write down our investments in real estate to fair value. Of the $10.8 million, $5.2 million is included as a reduction of “Land” in the table above, with the remaining $5.6 million included as a reduction of “Buildings and Improvements”.
(3)The depreciable life for buildings and improvements ranges from 10-30 years for buildings, 5-20 years for site improvements, and the shorter of the estimated useful life or respective lease term for tenant improvements.
(4)These six properties secure a term loan that had a balance of $58.9 million as of December 31, 2017.
(5)Includes unamortized discount of $0.1 million.
(6)Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street.

(2)During 2009, we recorded impairment charges totaling $19.6 million in continuing operations (of which $9.5 million relates to properties still owned by us) to write down our investments in real estate to fair value. Of the $9.5 million, $2.4 million is included as a reduction of “Land” in the table above, with the remaining $2.1 million included as a reduction of “Buildings and Improvements”.
(3)The depreciable life for buildings and improvements typically ranges from 10-30 years for buildings, 5-25 years for site improvements, and the shorter of the estimated useful life or respective lease term for tenant improvements.
(4)As of December 31, 2022, these six properties secure the $60 Million Term Loan Facility.
(5)Safari Business Park consists of 16 buildings with the following addresses: 1845, 1885, 1901-1957 and 2037-2077 Vineyard Avenue; 1906-1946 and 2048-2058 Cedar Street; 1900-1956, 1901-1907, 1911-1951, 2010-2020 and 2030-2071 Lynx Place; 1810, 1840-1898, 1910-1960 and 2030-2050 Carlos Avenue; 2010-2057 and 2060-2084 Francis Street.
F-63

    
The following table reconcilestables reconcile the historical cost of total real estate held for investment from January 1, 2015 to December 31, 2017 (in thousands):
 Year Ended December 31,
 2017 2016 2015
Balance, beginning of year$1,552,129
 $1,188,766
 $930,462
Acquisition of investment in real estate649,019
 356,336
 235,948
Construction costs and improvements44,451
 31,565
 22,841
Disposition of investment in real estate(69,616) (24,331) —
Properties held for sale(13,296) —
 —
Write-off of fully depreciated assets(722) (207) (485)
Balance, end of year$2,161,965
 $1,552,129
 $1,188,766


The following table reconcilesand accumulated depreciation from January 1, 20152020 to December 31, 20172022 (in thousands):

Year Ended December 31,
Year Ended Year Ended December 31,
2017 2016 2015
Total Real Estate Held for InvestmentTotal Real Estate Held for Investment202220212020
Balance, beginning of year$(135,140) $(103,623) $(76,884)Balance, beginning of year$6,931,072 $4,947,955 $3,698,390 
Depreciation of investment in real estate(45,469) (34,779) (27,224)
Acquisition of investment in real estateAcquisition of investment in real estate2,395,518 1,912,076 1,210,289 
Construction costs and improvementsConstruction costs and improvements146,508 106,721 84,392 
Disposition of investment in real estate4,737
 3,055
 —
Disposition of investment in real estate— (20,034)(34,068)
Properties held for sale1,609
 —
 —
Properties held for sale— (13,661)(10,353)
Write-off of fully depreciated assets722
 207
 485
Write-off of fully depreciated assets(2,711)(1,985)(695)
Balance, end of year$(173,541) $(135,140) $(103,623)Balance, end of year$9,470,387 $6,931,072 $4,947,955 

 Year Ended December 31,
Accumulated Depreciation202220212020
Balance, beginning of year$(473,382)$(375,423)$(296,777)
Depreciation of investment in real estate(143,661)(112,679)(86,159)
Disposition of investment in real estate— 6,078 5,270 
Properties held for sale— 6,657 1,548 
Write-off of fully depreciated assets2,711 1,985 695 
Balance, end of year$(614,332)$(473,382)$(375,423)


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F-64