Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 17, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001571283 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36008 | |
Entity Registrant Name | Rexford Industrial Realty, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-2024407 | |
Entity Address, Address Line One | 11620 Wilshire Boulevard, Suite 1000 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90025 | |
City Area Code | 310 | |
Local Phone Number | 966-1680 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 217,821,430 | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | REXR | |
Security Exchange Name | NYSE | |
5.875% Series B Cumulative Redeemable Preferred Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 5.875% Series B Cumulative Redeemable Preferred Stock | |
Trading Symbol | REXR-PB | |
Security Exchange Name | NYSE | |
5.625% Series C Cumulative Redeemable Preferred Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 5.625% Series C Cumulative Redeemable Preferred Stock | |
Trading Symbol | REXR-PC | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Land | $ 7,568,720 | $ 6,815,622 |
Buildings and improvements | 4,260,512 | 3,933,379 |
Tenant improvements | 172,707 | 167,251 |
Furniture, fixtures and equipment | 132 | 132 |
Construction in progress | 258,413 | 240,010 |
Total real estate held for investment | 12,260,484 | 11,156,394 |
Accumulated depreciation | (827,576) | (782,461) |
Investments in real estate, net | 11,432,908 | 10,373,933 |
Cash and cash equivalents | 336,960 | 33,444 |
Loan receivable, net | 122,899 | 122,784 |
Rents and other receivables, net | 17,896 | 17,494 |
Deferred rent receivable, net | 130,694 | 123,325 |
Deferred leasing costs, net | 61,017 | 59,351 |
Deferred loan costs, net | 3,069 | 3,426 |
Acquired lease intangible assets, net | 223,698 | 153,670 |
Acquired indefinite-lived intangible | 5,156 | 5,156 |
Interest rate swap asset | 16,737 | 9,896 |
Other assets | 22,114 | 25,225 |
Acquisition related deposits | 7,975 | 2,125 |
Total Assets | 12,381,123 | 10,929,829 |
Liabilities | ||
Notes payable | 3,349,120 | 2,225,914 |
Accounts payable, accrued expenses and other liabilities | 148,920 | 128,842 |
Dividends and distributions payable | 94,356 | 83,733 |
Acquired lease intangible liabilities, net | 171,687 | 147,561 |
Tenant security deposits | 91,034 | 84,872 |
Tenant prepaid rents | 110,727 | 115,002 |
Total Liabilities | 3,965,844 | 2,785,924 |
Rexford Industrial Realty, Inc. stockholders’ equity | ||
Common Stock, $0.01 par value per share, 489,950,000 authorized and 217,822,056 and 212,346,450 shares outstanding at March 31, 2024 and December 31, 2023, respectively | 2,178 | 2,123 |
Additional paid-in capital | 8,233,127 | 7,940,781 |
Cumulative distributions in excess of earnings | (370,720) | (338,835) |
Accumulated other comprehensive income | 13,922 | 7,172 |
Total stockholders’ equity | 8,034,183 | 7,766,917 |
Noncontrolling interests | 381,096 | 376,988 |
Total Equity | 8,415,279 | 8,143,905 |
Total Liabilities and Equity | 12,381,123 | 10,929,829 |
5.875% Series B Cumulative Redeemable Preferred Stock | ||
Rexford Industrial Realty, Inc. stockholders’ equity | ||
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized: | 72,443 | 72,443 |
5.625% Series C Cumulative Redeemable Preferred Stock | ||
Rexford Industrial Realty, Inc. stockholders’ equity | ||
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized: | $ 83,233 | $ 83,233 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,050,000 | 10,050,000 |
Preferred stock, shares outstanding (in shares) | 6,450,000 | 6,450,000 |
Liquidation Preference | $ 161,250,000 | $ 161,250,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 489,950,000 | 489,950,000 |
Common stock, shares outstanding (in shares) | 217,822,056 | 212,346,450 |
5.875% Series B Cumulative Redeemable Preferred Stock | ||
Dividend Rate | 5.875% | |
Preferred stock, shares outstanding (in shares) | 3,000,000 | 3,000,000 |
Liquidation Preference | $ 75,000,000 | $ 75,000,000 |
5.625% Series C Cumulative Redeemable Preferred Stock | ||
Dividend Rate | 5.625% | |
Preferred stock, shares outstanding (in shares) | 3,450,000 | 3,450,000 |
Liquidation Preference | $ 86,250,000 | $ 86,250,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUES | ||
Rental income | $ 210,990 | $ 185,164 |
Management and leasing services | 132 | 190 |
Interest income | 2,974 | 882 |
TOTAL REVENUES | 214,096 | 186,236 |
OPERATING EXPENSES | ||
Property expenses | 47,482 | 42,825 |
General and administrative | 19,980 | 18,197 |
Depreciation and amortization | 66,278 | 59,429 |
TOTAL OPERATING EXPENSES | 133,740 | 120,451 |
OTHER EXPENSES | ||
Other expenses | 1,408 | 647 |
Interest expense | 14,671 | 13,701 |
TOTAL EXPENSES | 149,819 | 134,799 |
Gains on sale of real estate | 0 | 12,133 |
NET INCOME | 64,277 | 63,570 |
Less: net income attributable to noncontrolling interests | (2,906) | (3,064) |
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC. | 61,371 | 60,506 |
Less: preferred stock dividends | (2,314) | (2,314) |
Less: earnings allocated to participating securities | (418) | (320) |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 58,639 | $ 57,872 |
Net income attributable to common stockholders - basic (in dollars per share) | $ 0.27 | $ 0.30 |
Net income attributable to common stockholders - diluted (in dollars per share) | $ 0.27 | $ 0.30 |
Weighted average shares of common stock outstanding - basic (in shares) | 214,401,661 | 195,366,969 |
Weighted average shares of common stock outstanding - diluted (in shares) | 214,437,913 | 195,779,007 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 64,277 | $ 63,570 |
Other comprehensive income (loss): cash flow hedge adjustments | 6,979 | (5,342) |
Comprehensive income | 71,256 | 58,228 |
Comprehensive income attributable to noncontrolling interests | (3,135) | (2,852) |
Comprehensive income attributable to Rexford Industrial Realty, Inc. | $ 68,121 | $ 55,376 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2022 | $ 6,923,342 | $ 6,556,938 | $ 155,676 | $ 1,891 | $ 6,646,867 | $ (255,743) | $ 8,247 | $ 366,404 |
Beginning Balance (in shares) at Dec. 31, 2022 | 189,114,129 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock (in shares) | 11,504,656 | |||||||
Issuance of common stock | 656,659 | 656,659 | $ 115 | 656,544 | ||||
Offering costs | (4,062) | (4,062) | (4,062) | |||||
Share-based compensation (in shares) | 177,848 | |||||||
Share-based compensation | 8,373 | 1,588 | $ 2 | 1,586 | 6,785 | |||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock (in shares) | (29,281) | |||||||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock | (1,748) | (1,748) | (1,748) | |||||
Conversion of OP units to common stock (in shares) | 16,778 | |||||||
Conversion of OP Units to common stock | 0 | 650 | $ 0 | 650 | (650) | |||
Net income | 63,570 | 60,506 | 2,314 | 58,192 | 3,064 | |||
Other comprehensive income (loss) | (5,342) | (5,130) | (5,130) | (212) | ||||
Dividends, Preferred Stock | (2,314) | (2,314) | (2,314) | |||||
Preferred unit distributions | (802) | (802) | ||||||
Dividends, Common Stock | (76,298) | (76,298) | (76,298) | |||||
Common unit distributions | (3,068) | (3,068) | ||||||
Ending Balance at Mar. 31, 2023 | 7,558,310 | 7,186,789 | 155,676 | $ 2,008 | 7,299,837 | (273,849) | 3,117 | 371,521 |
Ending Balance (in shares) at Mar. 31, 2023 | 200,784,130 | |||||||
Beginning Balance at Dec. 31, 2023 | $ 8,143,905 | 7,766,917 | 155,676 | $ 2,123 | 7,940,781 | (338,835) | 7,172 | 376,988 |
Beginning Balance (in shares) at Dec. 31, 2023 | 212,346,450 | 212,346,450 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock (in shares) | 5,263,602 | |||||||
Issuance of common stock | $ 291,088 | 291,088 | $ 52 | 291,036 | ||||
Offering costs | (972) | (972) | (972) | |||||
Share-based compensation (in shares) | 196,219 | |||||||
Share-based compensation | 9,458 | 2,134 | $ 2 | 2,132 | 7,324 | |||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock (in shares) | (38,164) | |||||||
Shares acquired to satisfy employee tax withholding requirements on vesting restricted stock | (1,989) | (1,989) | (1,989) | |||||
Conversion of OP units to common stock (in shares) | 53,949 | |||||||
Conversion of OP Units to common stock | 0 | 2,140 | $ 1 | 2,139 | (2,140) | |||
Net income | 64,277 | 61,371 | 2,314 | 59,057 | 2,906 | |||
Other comprehensive income (loss) | 6,979 | 6,750 | 6,750 | 229 | ||||
Dividends, Preferred Stock | (2,314) | (2,314) | (2,314) | |||||
Preferred unit distributions | (801) | (801) | ||||||
Dividends, Common Stock | (90,942) | (90,942) | (90,942) | |||||
Common unit distributions | (3,410) | (3,410) | ||||||
Ending Balance at Mar. 31, 2024 | $ 8,415,279 | $ 8,034,183 | $ 155,676 | $ 2,178 | $ 8,233,127 | $ (370,720) | $ 13,922 | $ 381,096 |
Ending Balance (in shares) at Mar. 31, 2024 | 217,822,056 | 217,822,056 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common Stock, Dividends, Per Share, Declared | $ 0.4175 | $ 0.38 |
5.875% Series B Cumulative Redeemable Preferred Stock | ||
Dividend Rate | 5.875% | |
Preferred Stock, Dividends Per Share, Declared | $ 0.367188 | 0.367188 |
5.625% Series C Cumulative Redeemable Preferred Stock | ||
Dividend Rate | 5.625% | |
Preferred Stock, Dividends Per Share, Declared | $ 0.351563 | $ 0.351563 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 64,277 | $ 63,570 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 66,278 | 59,429 |
Amortization of net (below) above market lease intangibles and other deferred rent on certain other below-market leases | (7,591) | (8,290) |
Amortization of debt issuance costs | 1,011 | 856 |
Amortization of discount (premium) on notes payable, net | 293 | 66 |
Impairment of right-of-use asset | 0 | 188 |
Accretion of net loan origination fees and costs | (115) | 0 |
Gains on sale of real estate | 0 | (12,133) |
Equity based compensation expense | 9,088 | 8,178 |
Straight-line rent | (7,368) | (7,628) |
Payments for termination/settlement of interest rate derivatives | 0 | (161) |
Amortization related to termination/settlement of interest rate derivatives | 138 | 129 |
Change in working capital components: | ||
Rents and other receivables | (402) | 1,393 |
Deferred leasing costs | (5,331) | (3,444) |
Other assets | 4,556 | 3,467 |
Accounts payable, accrued expenses and other liabilities | 21,093 | 15,304 |
Tenant security deposits | (1,432) | 1,201 |
Prepaid rents | (10,739) | (2,619) |
Net cash provided by operating activities | 133,756 | 119,506 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of investments in real estate | (1,068,031) | (734,257) |
Capital expenditures | (79,901) | (44,235) |
Payments for deposits on real estate acquisitions, net | (5,850) | (3,625) |
Proceeds from sale of real estate | 0 | 16,239 |
Net cash used in investing activities | (1,153,782) | (765,878) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock, net | 290,116 | 652,597 |
Proceeds from borrowings | 1,129,875 | 646,925 |
Repayment of borrowings | (3,937) | (350,379) |
Debt issuance costs | (3,679) | (2,807) |
Dividends paid to preferred stockholders | (2,314) | (2,314) |
Dividends paid to common stockholders | (80,692) | (59,570) |
Distributions paid to common unitholders | (3,041) | (2,463) |
Distributions paid to preferred unitholders | (797) | (798) |
Repurchase of common shares to satisfy employee tax withholding requirements | (1,989) | (1,748) |
Net cash provided by financing activities | 1,323,542 | 879,443 |
Increase in cash, cash equivalents and restricted cash | 303,516 | 233,071 |
Cash, cash equivalents and restricted cash, beginning of period | 33,444 | 36,786 |
Cash, cash equivalents and restricted cash, end of period | 336,960 | 269,857 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest (net of capitalized interest of $7,926 and $4,990 for the three months ended March 31, 2024 and 2023, respectively) | 11,049 | 13,307 |
Supplemental disclosure of noncash transactions: | ||
Accrual for capital expenditures | 54,239 | 25,154 |
Accrual of dividends and distributions | $ 94,356 | $ 79,370 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Interest costs capitalized | $ 7,926 | $ 4,990 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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, reposition 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 zoned property or property suitable for industrial development. As of March 31, 2024, our consolidated portfolio consisted of 422 properties with approximately 49.2 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). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation As of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023, the financial statements presented 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 March 31, 2024 and December 31, 2023, 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 unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make their presentation not misleading. The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 and the notes thereto. Any references to the number of properties, buildings and square footage are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the United States 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”). Restricted cash balances are included with cash and cash equivalents 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 three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Cash and cash equivalents $ 33,444 $ 36,786 Restricted cash — — Cash, cash equivalents and restricted cash, beginning of period $ 33,444 $ 36,786 Cash and cash equivalents $ 336,960 $ 253,618 Restricted cash — 16,239 Cash, cash equivalents and restricted cash, end of period $ 336,960 $ 269,857 Investments in Real Estate Acquisitions We account for acquisitions of properties under Accounting Standards Update (“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 do not 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 was 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, exit 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 three months ended March 31, 2024, we used discount rates ranging from 5.50% to 8.25% and exit capitalization rates ranging from 4.50% to 6.50%. 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 determined to be reasonably certain of exercise, 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 three months ended March 31, 2024, we used an estimated average lease-up period ranging from six months to fifteen months. From time to time, we may engage in a sale-leaseback transaction whereby we execute a lease with the seller/tenant simultaneously with the acquisition of a property. Sale-leaseback transactions entered into at off-market terms are adjusted so that the transaction is recorded at fair value. If the purchase price is less than the fair value of the acquired property, or the present value of contractual leaseback payments is less than the present value of market rental payments, the difference is recognized as “Tenant prepaid rent” in the consolidated balance sheets and is recognized as rental income on a straight-line basis over the term of the lease. 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 is based on our estimate of the current market rates for similar liabilities in effect at the acquisition date. Demolition costs incurred in conjunction with the acquisition of real estate are capitalized as part of the cost of the acquisition if the demolition (i) is contemplated as part of the acquisition and (ii) occurs within a reasonable period of time after the acquisition. If demolition was not contemplated as part of the acquisition or the demolition does not occur within a reasonable period of time after the acquisition, the costs of the demolition are expensed as incurred. 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 non-cash equity compensation of the personnel performing 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 redevelopment 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 $7.9 million and $5.0 million during the three months ended March 31, 2024 and 2023, respectively. We capitalized real estate taxes and insurance costs aggregating $2.4 million and $1.6 million during the three months ended March 31, 2024 and 2023, respectively. We capitalized compensation costs for employees who provide construction services of $3.2 million and $2.5 million during the three months ended March 31, 2024 and 2023, 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 useful life that 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 in-place lease intangibles and tenant improvements. As discussed above in— Investments in 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 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 the Accounting Standards Codification (“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. As of March 31, 2024 and December 31, 2023, we did not have any properties classified as held for sale. 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 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 regards 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-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. During the three months ended March 31, 2024 and 2023, there were no impairment charges recorded to the carrying value of our properties. During the three months ended March 31, 2023, in connection with the early termination of a sublease for one of our office space leases, we recorded a $0.2 million impairment charge to reduce the carrying value of the related ROU asset. No such impairment charge was recorded during the three months ended March 31, 2024. The impairment charge is presented in “Other expenses” in the consolidated statements of operations. See also “Note 7 – Leases” for details. Accounting for Leases Leases as Lessor We evaluate new leases originated or leases assumed as part of an acquisition transaction under ASC Topic 842: Leases to determine lease classification. Generally, all of our leases have historically been classified as operating leases. A lease is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, there is a purchase option that the tenant is reasonably certain to exercise, the lease term, including extension options that the tenant is reasonably certain to exercise, is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor, if applicable. As of March 31, 2024 and December 31, 2023, we did not have any leases that were classified as sales-type or financing leases under sale-leaseback rules. Leases as a Lessee We determine if an arrangement is a lease at inception. Operating lease ROU assets are included in “Other assets” and lease liabilities are included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets. ROU assets represent our right to use, or control the use of, a specified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. 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 lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is generally recognized on a straight-line basis over the term of the lease through the amortization of the ROU assets and lease liabilities. Additionally, for our operating leases, we do not separate non-lease components, such as common area maintenance, from associated lease components. See “Note 7 – Leases” for additional lessee disclosures required under lease accounting standards. Income Taxes We have elected to be taxed as a REIT under 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 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, including any applicable alternative minimum tax on our taxable income. 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 regular federal corporate 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. Other than our Subsidiary REIT (a private REIT acquired on July 18, 2022), our non-taxable 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 three months ended March 31, 2024 and 2023. 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 March 31, 2024, and December 31, 2023, we have not established a liability for uncertain tax positions. 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 , 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 8 – Interest Rate Derivatives” for details. Revenue Recognition Our primary sources of income are rental income, management and leasing services, gains on sale of real estate and interest income. Rental Income We lease 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 lease payments are recognized in rental income on a straight-line basis over the term of the related lease, regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession of 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. As 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. 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 based on a fixed percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the services is passed to the customer simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided 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 services is 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 there is no variable income component. Gain or Loss on Sale of Real Estate We account for dispositions of real estate properties, 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 any noncontrolling interest received or retained at fair value, and recognize a full gain or loss. If we receive consideration before transferring control of a nonfinancial asset, we recognize a contract liability. If we transfer control of the asset before consideration is received, we recognize a contract asset. When leases contain purchase options, we assess the probability 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 the purchase option is reasonably certain, we will account for the lease 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 real estate. Interest Income Interest income on our loan receivable is recognized on an accrual basis over the life of the loan using the interest method. Loan origination fees, net of origination costs, are accreted or amortized over the term of the loan as an adjustment to interest income using the effective interest method. Generally, a loan is placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual status is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, when there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. Valuation of Operating Lease Receivables We may be subject to tenant defaults and bankruptcies that could affect the collection of outstanding 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. On a quarterly basis, we perform an assessment of the collectability of operating lease receivables on a tenant-by-tenant basis, which includes reviewing |
Investments in Real Estate
Investments in Real Estate | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
Investments in Real Estate | Investments in Real Estate Acquisitions The following table summarizes the wholly-owned properties we acquired during the three months ended March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (1) (in thousands) 5000 & 5010 Azusa Canyon Rd San Gabriel Valley 1/31/2024 233,984 2 $ 84,000 Blackstone Industrial Assets (2) Various 3/28/2024 3,008,578 48 996,800 Total 2024 Property Acquisitions 3,242,562 50 $ 1,080,800 (1) Represents the gross contractual purchase price before certain credits, prorations, closing costs and other acquisition related costs. Total capitalized closing costs and acquisition related costs, net of certain credits, not included in the gross contractual purchase price in the above table is approximately $0.4 million. Each acquisition was funded with available cash on hand unless otherwise noted. (2) Represents the acquisition of 48 properties pursuant to three separate transactions with three Blackstone Real Estate entities. The following table summarizes amounts allocated to each major class of asset and liability on a relative fair value basis for the acquisitions noted in the table above, as of the date of each acquisition (in thousands): 2024 Acquisitions Assets: Land $ 753,097 Buildings and improvements 276,565 Tenant improvements 3,169 Acquired lease intangible assets (1) 79,950 Other acquired assets (2) 1,800 Total assets acquired $ 1,114,581 Liabilities: Acquired lease intangible liabilities (3) $ 31,581 Other assumed liabilities (4) 14,969 Total liabilities assumed $ 46,550 Net assets acquired $ 1,068,031 (1) Acquired lease intangible assets is comprised of (i) $57.6 million of in-place lease intangibles with a weighted average amortization period of 4.4 years and (ii) $22.4 million of above-market lease intangibles with a weighted average amortization period of 4.0 years. (2) Includes other working capital assets acquired at the time of acquisition. (3) Represents below-market lease intangibles with a weighted average amortization period of 11.9 years. (4) Includes other liabilities assumed at the time of acquisition. |
Acquired Lease Intangibles
Acquired Lease Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Lease Intangibles | Acquired Lease Intangibles The following table summarizes our acquisition related intangible assets, including the value of in-place tenant leases, above-market tenant leases and a below-market ground lease, and our acquisition related intangible liabilities, including below-market tenant leases (in thousands): March 31, 2024 December 31, 2023 Acquired Lease Intangible Assets: In-place lease intangibles $ 394,632 $ 338,001 Accumulated amortization (216,022) (207,804) In-place lease intangibles, net $ 178,610 $ 130,197 Above-market tenant leases $ 47,986 $ 25,598 Accumulated amortization (15,540) (14,808) Above-market tenant leases, net $ 32,446 $ 10,790 Below-market ground lease $ 12,978 $ 12,978 Accumulated amortization (336) (295) Below-market ground lease, net $ 12,642 $ 12,683 Acquired lease intangible assets, net $ 223,698 $ 153,670 Acquired Lease Intangible Liabilities: Below-market tenant leases $ (280,887) $ (249,853) Accumulated amortization 109,200 102,292 Below-market tenant leases, net $ (171,687) $ (147,561) Acquired lease intangible liabilities, net $ (171,687) $ (147,561) The following table summarizes the amortization related to our acquired lease intangible assets and liabilities for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 In-place lease intangibles (1) $ 9,148 $ 10,979 Net below-market tenant leases (2) $ (6,722) $ (8,331) Below-market ground leases (3) $ 41 $ 41 (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 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 net below-market ground lease is recorded as an increase to property expenses in the consolidated statements of operations for the periods presented. |
Loan Receivable
Loan Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Loan Receivable | Loan Receivable On October 26, 2023, in conjunction with the acquisition of the property located at 15801 West 1st Street, we issued a $125.0 million loan to the seller that is securitized by an adjacent 150-acre industrial development site as well as two escrow reserve accounts that were funded with loan proceeds at closing (the “loan collateral”). At issuance, the loan receivable had a loan to value ratio of less than 60% based on the estimated fair value of the loan collateral. The loan bears interest at 7.50% per annum, requires monthly interest-only payments with a balloon payment at maturity, and has an effective interest rate of 8.00% including loan origination costs and fees. The loan has a maturity date of October 26, 2028, with one 1-year extension available at the borrower’s option, subject to certain conditions plus the payment of a 0.25% extension fee. The loan allows for prepayment, in part or whole, with penalties ranging from 1.00% to 2.00% of the amount prepaid, depending on the timing of the prepayment. The loan also includes a right of first offer for us to acquire the underlying industrial development site in the future. As of March 31, 2024, the carrying value of the loan receivable was $122.9 million, which reflects $2.1 million of unamortized origination fees/costs. As of December 31, 2023, the carrying value of the loan receivable was $122.8 million, which reflects $2.2 million of unamortized origination fees/costs. Based on our current assessment of the credit loss evaluation criteria, we determined that the allowance for potential credit losses on our loan receivable is immaterial as of March 31, 2024 and December 31, 2023. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable The following table summarizes the components and significant terms of our indebtedness as of March 31, 2024 and December 31, 2023 (dollars in thousands): March 31, 2024 December 31, 2023 Margin Above SOFR Interest Rate (1) Contractual Unsecured and Secured Debt Unsecured Debt: Revolving Credit Facility $ — $ — S+0.685 % (2) 6.125 % (3) 5/26/2026 (4) $400M Term Loan 400,000 400,000 S+0.760 % (2) 4.832 % (5) 7/19/2024 (4) $100M Senior Notes 100,000 100,000 n/a 4.290 % 8/6/2025 $575M Exchangeable Senior Notes due 2027 575,000 — n/a 4.375 % 3/15/2027 $300M Term Loan 300,000 300,000 S+0.760 % (2) 3.677 % (6) 5/26/2027 $125M Senior Notes 125,000 125,000 n/a 3.930 % 7/13/2027 $300M Senior Notes due 2028 300,000 300,000 n/a 5.000 % 6/15/2028 $575M Exchangeable Senior Notes due 2029 575,000 — n/a 4.125 % 3/15/2029 $25M Series 2019A Senior Notes 25,000 25,000 n/a 3.880 % 7/16/2029 $400M Senior Notes due 2030 400,000 400,000 n/a 2.125 % 12/1/2030 $400M Senior Notes due 2031 400,000 400,000 n/a 2.150 % 9/1/2031 $75M Series 2019B Senior Notes 75,000 75,000 n/a 4.030 % 7/16/2034 Total Unsecured Debt $ 3,275,000 $ 2,125,000 Secured Debt: 7612-7642 Woodwind Drive $ — $ 3,613 n/a 5.240 % 1/5/2024 11600 Los Nietos Road (7) 2,246 2,290 n/a 4.190 % 5/1/2024 $60M Term Loan (8) 60,000 60,000 S+1.250 % 5.060 % (8) 10/27/2024 5160 Richton Street (7) 3,997 4,029 n/a 3.790 % 11/15/2024 22895 Eastpark Drive (7) 2,520 2,539 n/a 4.330 % 11/15/2024 701-751 Kingshill Place (7) 6,951 6,984 n/a 3.900 % 1/5/2026 13943-13955 Balboa Boulevard (7) 14,502 14,596 n/a 3.930 % 7/1/2027 2205 126th Street (9) 5,200 5,200 n/a 3.910 % 12/1/2027 2410-2420 Santa Fe Avenue (9) 10,300 10,300 n/a 3.700 % 1/1/2028 11832-11954 La Cienega Boulevard (7) 3,832 3,852 n/a 4.260 % 7/1/2028 Gilbert/La Palma (7) 1,692 1,741 n/a 5.125 % 3/1/2031 7817 Woodley Avenue (7) 2,848 2,881 n/a 4.140 % 8/1/2039 Total Secured Debt $ 114,088 $ 118,025 Total Unsecured and Secured Debt $ 3,389,088 $ 2,243,025 Less: Unamortized premium/discount and debt issuance costs (10) (39,968) (17,111) Total $ 3,349,120 $ 2,225,914 (1) Reflects the contractual interest rate under the terms of each loan as of March 31, 2024, and includes the effect of interest rate swaps that were effective as of March 31, 2024. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums and discounts. (2) As of March 31, 2024, the interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for both the unsecured revolving credit facility and $400.0 million unsecured term loan, and 1-month term SOFR (“Term SOFR”) for the $300.0 million unsecured term loan (in each case increased by a 0.10% SOFR adjustment), plus an applicable margin of 0.725% per annum for the unsecured revolving credit facility and 0.80% per annum for the $300.0 million and $400.0 million unsecured term loans, based on our leverage ratio and investment grade ratings, minus a sustainability-related interest rate adjustment of 0.04%. These loans are also subject to a 0% SOFR floor. (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. As of March 31, 2024, the applicable facility fee is 0.125% per annum, less a sustainability-related interest rate adjustment of 0.01% per annum. (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. In March 2024, we submitted our notice to the lender to extend the maturity date of the $400.0 million unsecured term loan by one year to July 18, 2025. (5) Effective April 3, 2023, daily SOFR for our $400.0 million unsecured term loan has been swapped to a fixed rate of 3.97231%, resulting in an all-in fixed rate of 4.83231% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. (6) Effective July 27, 2022, Term SOFR for our $300.0 million unsecured term loan has been swapped to a fixed rate of 2.81725%, resulting in an all-in fixed rate of 3.67725% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. (7) Fixed monthly payments of interest and principal until maturity as follows: 11600 Los Nietos ($22,637), 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 701-751 Kingshill Place ($33,488), 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) 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. 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. Effective April 3, 2023, Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. (9) Fixed monthly payments of interest only. (10) 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 premiums/discounts and debt issuance costs, as of March 31, 2024, and does not consider extension options available to us as noted in the table above (in thousands): April 1, 2024 - December 31, 2024 $ 469,466 2025 100,973 2026 7,587 2027 1,019,078 2028 314,218 Thereafter 1,477,766 Total $ 3,389,088 Issuance of Exchangeable Senior Notes In March 2024, we issued $575.0 million in aggregate principal amount of 4.375% exchangeable senior unsecured notes due 2027 (the “2027 Exchangeable Notes”) and $575.0 million in aggregate principal amount of 4.125% exchangeable senior unsecured notes due 2029 (the “2029 Exchangeable Notes” and together with the 2027 Exchangeable Notes, the “Exchangeable Notes”). The net proceeds from the issuance, after deducting the initial purchasers’ discounts, underwriting commissions and other offering expenses, were approximately $563.1 million for the 2027 Exchangeable Notes and $563.1 million for the 2029 Exchangeable Notes. Interest on the Exchangeable Notes is payable semiannually on March 15 and September 15 of each year beginning on September 15, 2024. The 2027 Exchangeable Notes will mature on March 15, 2027 and the 2029 Exchangeable Notes will mature on March 15, 2029, in each case unless earlier repurchased, exchanged or (in the case of 2029 Exchangeable Notes) redeemed. Before December 15, 2026 (in the case of the 2027 Exchangeable Notes) or December 15, 2028 (in the case of the 2029 Exchangeable Notes), noteholders will have the right to exchange their notes only upon the occurrence of certain events. From and after December 15, 2026 (in the case of the 2027 Exchangeable Notes) or December 15, 2028 (in the case of the 2029 Exchangeable Notes), noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the applicable series of Exchangeable Notes. Exchanges will be settled by delivering cash up to the principal amount of the Exchangeable Notes exchanged, and in respect of the remainder of the exchanged value, if any, in excess thereof, in cash or in a combination of cash and shares of our common stock, at our option. The initial exchange rate is 15.7146 shares of our common stock per $1,000 principal amount of the Exchangeable Notes, which represents an initial exchange price of approximately $63.64 per share of our common stock. The initial exchange price represents a premium of approximately 30.0% over the last reported sale price of $48.95 per share of our common stock on March 26, 2024. We may not redeem the 2027 Exchangeable Notes at our option prior to their maturity. The 2029 Exchangeable Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at our option at any time, and from time to time, on or after May 20, 2027 and on or before the 41st scheduled trading day immediately before the maturity date of the 2029 Exchangeable Notes, but only if the last reported sale price per share of our common stock exceeds 130% of the exchange price of the 2029 Exchangeable Notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the 2029 Exchangeable Notes to be redeemed, plus accrued and unpaid interest, if any. If a fundamental change (e.g. change in control, delisting of our common stock or shareholders’ approval of liquidation or dissolution plan) occurs, then, subject to limited exception, noteholders may require us to repurchase their notes for cash at a repurchase price equal to the principal amount plus any accrued and unpaid interest. In addition, if a specific make-whole fundamental change occurs prior to the maturity date or if we issue a notice of redemption with respect to the 2029 Exchangeable Notes, the exchange rate will be increased, in certain circumstances by pre-defined amounts. In connection with the offering for each series of Exchangeable Notes, we entered into a registration rights agreement pursuant to which we agreed to register the resale of the shares of our common stock, if any, deliverable upon exchange of the Exchangeable Notes. If certain conditions relating to our obligations under the registration rights agreement are not satisfied, then we will pay additional interest on the applicable series of Exchangeable Notes, in certain circumstances, at a rate per annum not exceeding 0.5%. In addition, if those conditions are not satisfied after the regular record date immediately preceding the maturity date of Exchangeable Notes, then we will pay an additional interest payment at maturity for an amount equal to 3% of principal for the applicable series of Exchangeable Notes. We account for such additional interest amounts as contingent obligations in accordance with ASC Subtopic 825-20: Financial Instrument - Registration Payment Arrangements, which are measured separately in accordance with ASC Subtopic 450-20: Loss Contingencies . Because payment of such additional interest amounts is not probable as of March 31, 2024, they have not been recognized or included in the allocation of the proceeds from Exchangeable Notes as of March 31, 2024. Credit Agreement As of March 31, 2024, under the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), we have a $1.0 billion unsecured revolving credit facility (the “Revolver”), a $300.0 million unsecured term loan facility (the “$300 Million Term Loan”) and a $400.0 million unsecured term loan facility (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. In March 2024, we submitted our notice to the lender to extend the maturity date of the $400.0 million unsecured term loan by one year to July 18, 2025. 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 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 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 leverage ratio and 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 leverage ratio and 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 leverage ratio and investment grade rating. 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. In February 2023, after certifying that our sustainability performance target was met for 2022, the applicable margin decreased by 0.040% to 0.685% and 0.760% for the Revolver and Term Facility, respectively, and the credit facility fee decreased by 0.010% to 0.115%. 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. On March 31, 2024, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings. Debt Covenants The Credit Agreement, $60.0 million term loan facility (“$60 Million Term Loan”), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $125.0 million unsecured guaranteed senior notes (the “$125 Million Notes”) and $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “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, 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 $300.0 million of 5.000% Senior Notes due 2028, $400.0 million of 2.125% Senior Notes due 2030 and $400.0 million of 2.150% Senior Notes due 2031 (together the “Registered Notes”) 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. Subject to the terms of the Credit Agreement, $60 Million Term Loan, Senior Notes and Registered 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 and (iii) a default in compliance with the covenants set forth in the debt agreement, the principal and accrued and unpaid interest on the outstanding debt may be declared immediately due and payable at the option of the administrative agent, lenders, trustee and/or noteholders, as applicable, and in the event of 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 Standard and Poor’s Ratings Services (“S&P), Moody’s Investors Services (“Moody’s”) or Fitch Ratings. Our credit ratings as of March 31, 2024, were BBB+ from S&P, BBB+ from Fitch Ratings and Baa2 from Moody’s. We were in compliance with all of our required quarterly debt covenants as of March 31, 2024. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases Lessor We lease 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 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 recognized in rental income in the period that the expenses are incurred. For the three months ended March 31, 2024, we recognized $204.3 million of rental income related to operating lease payments, of which $167.8 million are for fixed lease payments and $36.5 million are for variable lease payments, respectively. For the comparable three month-period ended March 31, 2023, we recognized $176.8 million of rental income related to operating lease payments, of which $144.8 million were for fixed lease payments and $32.0 million were for variable lease payments, respectively. The following table sets forth the undiscounted cash flows for future minimum base rents to be received under operating leases as of March 31, 2024 (in thousands): Twelve Months Ended March 31, 2025 $ 685,870 2026 615,758 2027 506,498 2028 388,387 2029 295,636 Thereafter 944,009 Total $ 3,436,158 The future minimum base rents 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. Lessee We lease office space as part of conducting our day-to-day business. As of March 31, 2024, our office space leases have current remaining lease terms ranging from approximately one year to four years with options to renew for an additional term of five years each. As of March 31, 2024, we also have a ground lease which we assumed in the acquisition of 2970 East 50th Street in March 2022 that has a current remaining lease term of approximately 36.8 and four 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. In February 2023, the sublease was terminated prior to its September 2025 expiration. As a result, we recorded a $0.2 million impairment charge for the write down of the ROU asset associated with the original office space lease during the three months ended March 31, 2023, 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 March 31, 2024, total ROU assets and lease liabilities were approximately $6.7 million and $8.4 million, respectively. As of December 31, 2023, total ROU assets and lease liabilities were approximately $7.0 million and $8.9 million, respectively. The tables below present financial and supplemental information associated with our leases. Three Months Ended March 31, Lease Cost (1) (in thousands) 2024 2023 Operating lease cost $ 415 $ 484 Variable lease cost 43 33 Total lease cost $ 458 $ 517 (1) Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. Three Months Ended March 31, Other Information (in thousands) 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 572 $ 583 Lease Term and Discount Rate March 31, 2024 December 31, 2023 Weighted-average remaining lease term (1) 45.7 years 43.4 years Weighted-average discount rate (2) 3.85 % 3.84 % (1) Includes the impact of extension options that we are reasonably certain to exercise. (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 of lease liabilities under our corporate office leases and ground leases as of March 31, 2024 (in thousands): March 31, 2024 April 1, 2024 - December 31, 2024 $ 1,725 2025 1,122 2026 681 2027 696 2028 164 Thereafter 19,887 Total undiscounted lease payments $ 24,275 Less imputed interest (15,851) Total lease liabilities $ 8,424 |
Leases | Leases Lessor We lease 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 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 recognized in rental income in the period that the expenses are incurred. For the three months ended March 31, 2024, we recognized $204.3 million of rental income related to operating lease payments, of which $167.8 million are for fixed lease payments and $36.5 million are for variable lease payments, respectively. For the comparable three month-period ended March 31, 2023, we recognized $176.8 million of rental income related to operating lease payments, of which $144.8 million were for fixed lease payments and $32.0 million were for variable lease payments, respectively. The following table sets forth the undiscounted cash flows for future minimum base rents to be received under operating leases as of March 31, 2024 (in thousands): Twelve Months Ended March 31, 2025 $ 685,870 2026 615,758 2027 506,498 2028 388,387 2029 295,636 Thereafter 944,009 Total $ 3,436,158 The future minimum base rents 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. Lessee We lease office space as part of conducting our day-to-day business. As of March 31, 2024, our office space leases have current remaining lease terms ranging from approximately one year to four years with options to renew for an additional term of five years each. As of March 31, 2024, we also have a ground lease which we assumed in the acquisition of 2970 East 50th Street in March 2022 that has a current remaining lease term of approximately 36.8 and four 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. In February 2023, the sublease was terminated prior to its September 2025 expiration. As a result, we recorded a $0.2 million impairment charge for the write down of the ROU asset associated with the original office space lease during the three months ended March 31, 2023, 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 March 31, 2024, total ROU assets and lease liabilities were approximately $6.7 million and $8.4 million, respectively. As of December 31, 2023, total ROU assets and lease liabilities were approximately $7.0 million and $8.9 million, respectively. The tables below present financial and supplemental information associated with our leases. Three Months Ended March 31, Lease Cost (1) (in thousands) 2024 2023 Operating lease cost $ 415 $ 484 Variable lease cost 43 33 Total lease cost $ 458 $ 517 (1) Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. Three Months Ended March 31, Other Information (in thousands) 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 572 $ 583 Lease Term and Discount Rate March 31, 2024 December 31, 2023 Weighted-average remaining lease term (1) 45.7 years 43.4 years Weighted-average discount rate (2) 3.85 % 3.84 % (1) Includes the impact of extension options that we are reasonably certain to exercise. (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 of lease liabilities under our corporate office leases and ground leases as of March 31, 2024 (in thousands): March 31, 2024 April 1, 2024 - December 31, 2024 $ 1,725 2025 1,122 2026 681 2027 696 2028 164 Thereafter 19,887 Total undiscounted lease payments $ 24,275 Less imputed interest (15,851) Total lease liabilities $ 8,424 |
Interest Rate Derivatives
Interest Rate Derivatives | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Derivatives | Interest Rate Derivatives The following table sets forth a summary of the terms and fair value of our interest rate swaps at March 31, 2024 and December 31, 2023 (dollars in thousands): Notional Value Fair Value of Interest Rate Derivative Assets/ (Liabilities) (1) Derivative Instrument Effective Date Maturity Date Interest Strike Rate March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Interest Rate Swaps 7/27/2022 5/26/2027 2.81700 % $ 150,000 $ 150,000 $ 5,922 $ 3,894 Interest Rate Swaps 7/27/2022 5/26/2027 2.81750 % $ 150,000 $ 150,000 $ 5,913 $ 3,886 Interest Rate Swaps 4/3/2023 6/30/2025 3.98500 % $ 200,000 $ 200,000 $ 1,990 $ 951 Interest Rate Swap 4/3/2023 6/30/2025 3.96625 % $ 100,000 $ 100,000 $ 1,018 $ 503 Interest Rate Swap 4/3/2023 6/30/2025 3.95300 % $ 100,000 $ 100,000 $ 1,034 $ 522 Interest Rate Swap 4/3/2023 7/30/2026 3.71000 % $ 60,000 $ 60,000 $ 860 $ 140 (1) The fair value of derivative assets is included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets. Our interest rate swaps and T-Locks are designated and qualify as cash flow hedges. We do not use derivatives for trading or speculative purposes. The change in fair value of derivatives designated and qualifying as cash flow hedges is initially recorded in AOCI and is subsequently reclassified from AOCI into earnings in the period that the hedged forecasted transactions affect earnings. The following table sets forth the impact of our interest rate derivatives on our financial statements for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Interest Rate Swaps in Cash Flow Hedging Relationships: Amount of gain (loss) recognized in AOCI on derivatives $ 10,361 $ (4,206) Amount of gain reclassified from AOCI into earnings under “Interest expense” (1) $ 3,382 $ 1,136 Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”) $ 14,671 $ 13,701 (1) Includes losses that have been reclassified from AOCI into interest expense related to (i) the treasury rate lock agreements that were settled in August 2021 and March 2023 and for which amounts will continue to be reclassified over the ten-year and five-year terms of the hedged transactions, and (ii) the interest rate swap that was terminated in May 2022 and for which amounts will continue to be reclassified into interest expense through its original maturity date (November 2024). As of March 31, 2024, we estimate that approximately $10.2 million of net unrealized gains will be reclassified from AOCI into earnings as a net decrease to interest expense over the next 12 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820: Fair Value Measurement (“ASC 820”) defines fair value and establishes a framework for measuring fair 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. Recurring Measurements – Interest Rate Swaps We 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, 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 March 31, 2024 and December 31, 2023, which we measured on a recurring basis by level within the fair value hierarchy (in thousands). Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities Significant Other Significant March 31, 2024 Interest rate swap asset $ 16,737 $ — $ 16,737 $ — December 31, 2023 Interest rate swap asset $ 9,896 $ — $ 9,896 $ — 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 discount rates that best reflect current market rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its respective contractual maturity date. The fair value of our loan receivable was estimated by calculating the present value of principal and interest payments, using discount rates that best reflect current market rates for financings with similar characteristics and credit quality, and based on certain assumptions regarding the collection of principal and interest. The table below sets forth the carrying value and the estimated fair value of our loan receivable and notes payable as of March 31, 2024 and December 31, 2023 (in thousands): Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities Significant Other Significant Carrying Value Loan Receivable at: March 31, 2024 $ 127,841 $ — $ — $ 127,841 $ 122,899 December 31, 2023 $ 129,908 $ — $ — $ 129,908 $ 122,784 Notes Payable at: March 31, 2024 $ 3,225,672 $ — $ — $ 3,225,672 $ 3,349,120 December 31, 2023 $ 2,077,169 $ — $ — $ 2,077,169 $ 2,225,914 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 and leasing services” in the consolidated statements of operations. We recorded $0.1 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively, in management and leasing services revenue. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 will generally 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. As of March 31, 2024, we are not aware of any environmental liabilities that would 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. Tenant and Construction Related Commitments As of March 31, 2024, we had commitments of approximately $232.8 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 from time to time we have deposits at institutions in excess of federally insured limits, we do not believe we are exposed to significant credit risk due to the financial position and high credit quality of the institutions in which those deposits are held. Concentration of Properties in Southern California As of March 31, 2024, all of our properties are located in the Southern California infill markets. The ability of the tenants to honor the terms of their respective leases is dependent upon the economic, regulatory and social factors affecting the markets in which the tenants operate and other conditions. Tenant Concentration During the three months ended March 31, 2024, no single tenant accounted for more than 5% of our total consolidated rental income. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Equity Preferred Stock At March 31, 2024 and December 31, 2023, we had the following series of Cumulative Preferred Shares outstanding (dollars in thousands): March 31, 2024 December 31, 2023 Series Earliest Redemption Date Dividend Rate Shares Outstanding Liquidation Preference Shares Outstanding Liquidation Preference Series B November 13, 2022 5.875 % 3,000,000 $ 75,000 3,000,000 $ 75,000 Series C September 20, 2024 5.625 % 3,450,000 86,250 3,450,000 86,250 Total Preferred Shares 6,450,000 $ 161,250 6,450,000 $ 161,250 Common Stock ATM Program On February 17, 2023, we established an at-the-market equity offering program (“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 $1.25 billion (the “2023 ATM Program”). The 2023 ATM Program replaces our previous $1.0 billion ATM program, which was established on May 27, 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 our 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 three months ended March 31, 2024, we did not sell any shares of common stock directly through sales agents or enter into forward equity sale agreements under the 2023 ATM Program. During the three months ended March 31, 2024, we physically settled the forward equity sale agreements that were outstanding as of December 31, 2023 under the 2023 ATM Program by issuing 3,010,568 shares of our common stock for net proceeds of $164.5 million, based on a weighted average forward price of $54.65 per share at settlement. As of March 31, 2024, approximately $927.4 million of common stock remains available to be sold under the 2023 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. Settlement of May 2023 Forward Equity Offering In May 2023, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers in connection with an underwritten public offering of 13,500,000 shares of common stock at an initial forward price of $55.24 per share (the “May 2023 Forward Sale Agreements”), pursuant to which the forward purchasers borrowed and sold an aggregate of 13,500,000 shares of common stock in the offering. In 2023, we partially settled the May 2023 Forward Sale Agreements by issuing 11,246,966 shares of common stock, leaving a remaining 2,253,034 shares of common stock for settlement as of December 31, 2023. During the three months ended March 31, 2024, we settled the outstanding May 2023 Forward Sale Agreements by issuing 2,253,034 shares of common stock for net proceeds of $125.7 million, based on a weighted average forward price of $55.79 per share at settlement. March 2024 Forward Equity Offering In March 2024, we entered into a forward equity sale agreement with a financial institution acting as forward purchaser in connection with an underwritten public offering of 17,179,318 shares of common stock (the “March 2024 Forward Sale Agreement”), pursuant to which, the forward purchaser borrowed and sold an aggregate of 17,179,318 shares of common stock in the offering. We did not receive any proceeds from the sale of common shares by the forward purchaser at the time of the offering. The net forward sale price that we will receive upon physical settlement of the agreements, which was initially $48.61 per share, 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 forward sale agreement. As of March 31, 2024, we had not settled any portion of the March 2024 Forward Sale Agreement and currently expect to physically settle the 17,179,318 shares under the March 2024 Forward Sales Agreement by issuing shares of our common stock in exchange for cash proceeds upon one or more settlement dates, at our discretion, prior to the scheduled maturity date of March 27, 2025. As of March 31, 2024, the net forward sale price was $48.63 and would result in $835.4 million in cash proceeds upon physical settlement of the shares under the March 2024 Forward Sales Agreement. Changes in Accumulated Other Comprehensive Income The following table summarizes the changes in our AOCI balance for the three and three months ended March 31, 2024 and 2023, which consists solely of adjustments related to our cash flow hedges (in thousands): Three Months Ended March 31, 2024 2023 Accumulated other comprehensive income - beginning balance $ 7,172 $ 8,247 Other comprehensive income (loss) before reclassifications 10,361 (4,206) Amounts reclassified from accumulated other comprehensive income to interest expense (3,382) (1,136) Net current period other comprehensive income (loss) 6,979 (5,342) Less: other comprehensive (income) loss attributable to noncontrolling interests (229) 212 Other comprehensive income (loss) attributable to common stockholders 6,750 (5,130) Accumulated other comprehensive income - ending balance $ 13,922 $ 3,117 Noncontrolling Interests Noncontrolling interests 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, our three series of preferred units of partnership interest in the Operating Partnership (comprised of 4.43937%, 4.00% and 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “CPOP Units”)), and the preferred units of the private REIT that we acquired on July 18, 2022, that are not owned by us. Operating Partnership Units As of March 31, 2024, noncontrolling interests included 5,517,108 OP Units, 945,164 fully-vested LTIP units and 1,146,943 fully-vested performance units, and represented approximately 3.4% of our Operating Partnership (excluding CPOP Units). 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 and 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 13 – Incentive Award Plan” for a description of LTIP units and Performance Units. |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Incentive Award Plan | Incentive Award Plan Second Amended and Restated 2013 Incentive Award Plan We maintain one share-based incentive plan, the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the “Plan”), pursuant to which, we may make grants of restricted stock, LTIP units of partnership interest in our Operating Partnership (“LTIP Units”), performance units in our Operating Partnership (“Performance Units”), dividend equivalents and other stock based and cash awards to our non-employee directors, employees and consultants. As of March 31, 2024, a total of 552,791 shares of common stock, LTIP Units, Performance Units and other stock based awards remain available for issuance under the Plan. Shares and units granted under the Plan may be authorized but unissued shares or 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 units subject to such award will generally be available for future awards. LTIP Units and Performance Units LTIP Units and Performance Units are each a class of limited partnership units in the Operating Partnership. Initially, LTIP Units and Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership’s partnership agreement, the LTIP Units and Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units and vested Performance Units may be converted into an equal number of OP Units, and upon conversion, enjoy all rights of OP Units. Vested Performance Units and LTIP 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. Performance Units that have not vested receive a quarterly per-unit distribution equal to 10% of the distributions paid on OP Units. Share-Based Award Activity The following table sets forth our unvested restricted stock activity and unvested LTIP Unit activity for the three months ended March 31, 2024: Unvested Awards Restricted Common Stock LTIP Units Number of Shares Weighted-Average Grant Date Fair Value per Share Number of Units Weighted-Average Grant Date Fair Value per Unit Balance at January 1, 2024 348,440 $ 59.07 368,905 $ 54.19 Granted 214,292 $ 55.07 48,842 $ 52.85 Forfeited (18,073) $ 59.75 — $ — Vested (1) (105,540) $ 57.17 (48,952) $ 53.80 Balance at March 31, 2024 439,119 $ 57.55 368,795 $ 54.06 (1) During the three months ended March 31, 2024, 38,164 shares of the Company’s common stock were tendered in accordance with the terms of the Plan to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock. The following table sets forth the vesting schedule of all unvested share-based awards outstanding as of March 31, 2024: Unvested Awards Restricted LTIP Units Performance Units (1) April 1, 2024 - December 31, 2024 26,244 143,865 366,004 2025 145,373 135,665 673,188 2026 120,286 73,693 701,025 2027 94,566 11,032 — 2028 52,650 4,540 — Total 439,119 368,795 1,740,217 (1) Represents the maximum number of Performance Units that would become earned and vested in December of 2024, November/December of 2025, and December of 2026, in the event that the specified maximum total shareholder return (“TSR”) and FFO per share growth hurdles are achieved at the end of the three-year performance period for awards that were initially granted in December of 2021, November of 2022, and December of 2023, respectively. 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): Three Months Ended March 31, 2024 2023 Expensed share-based compensation (1) $ 9,088 $ 8,178 Capitalized share-based compensation (2) 370 195 Total share-based compensation $ 9,458 $ 8,373 (1) Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. (2) For the three months ended March 31, 2024 and 2023, amounts capitalized relate to employees who provide construction services, and are included in “Building and improvements” in the consolidated balance sheets. As of March 31, 2024, total unrecognized compensation cost related to all unvested share-based awards was $65.3 million and is expected to be recognized over a weighted average remaining period of 28 months. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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): Three Months Ended March 31, 2024 2023 Numerator: Net income $ 64,277 $ 63,570 Less: Preferred stock dividends (2,314) (2,314) Less: Net income attributable to noncontrolling interests (2,906) (3,064) Less: Net income attributable to participating securities (418) (320) Net income attributable to common stockholders – basic and diluted $ 58,639 $ 57,872 Denominator: Weighted average shares of common stock outstanding – basic 214,401,661 195,366,969 Effect of dilutive securities 36,252 412,038 Weighted average shares of common stock outstanding – diluted 214,437,913 195,779,007 Earnings per share — Basic Net income attributable to common stockholders $ 0.27 $ 0.30 Earnings per share — Diluted Net income attributable to common stockholders $ 0.27 $ 0.30 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 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. Additionally, as of March 31, 2024, the Exchangeable Notes were not included in the computation of diluted earnings per share as they were anti-dilutive for the three months ended March 31, 2024. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisitions The following table summarizes the properties we acquired subsequent to March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (in thousands) (1) 4422 Airport Drive Inland Empire West 4/5/2024 88,283 1 $ 26,725 (1) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. Dispositions On April 16, 2024, we completed the sale of the property located at 2360-2364 East Sturgis Road in Oxnard, California for a contract price of $10.0 million. Dividends and Distributions Declared On April 15, 2024, our board of directors declared the following quarterly cash dividends/distributions, record dates and payment dates. Security Amount per Share/Unit Record Date Payment Date Common stock $ 0.4175 June 28, 2024 July 15, 2024 OP Units $ 0.4175 June 28, 2024 July 15, 2024 5.875% Series B Cumulative Redeemable Preferred Stock $ 0.367188 June 14, 2024 June 28, 2024 5.625% Series C Cumulative Redeemable Preferred Stock $ 0.351563 June 14, 2024 June 28, 2024 4.00% Cumulative Redeemable Convertible Preferred Units $ 0.45 June 14, 2024 June 28, 2024 3.00% Cumulative Redeemable Convertible Preferred Units $ 0.545462 June 14, 2024 June 28, 2024 Conversion of Series 1 CPOP Units to OP Units On April 10, 2024, we exercised our conversion right to convert all 593,960 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”) of partnership interest in the Operating Partnership into 593,960 OP Units. In connection with the conversion of the Series 1 CPOP Units, we paid the holder a prorated cash distribution of $30 thousand for the period from April 1, 2024 through April 9, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) Attributable to Parent | $ 61,371 | $ 60,506 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation As of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023, the financial statements presented 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 March 31, 2024 and December 31, 2023, 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 unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to SEC rules and regulations, although we believe that the disclosures are adequate to make their presentation not misleading. The accompanying unaudited financial statements include, in our opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The interim financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 and the notes thereto. Any references to the number of properties, buildings and square footage are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | 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 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”). |
Investments in Real Estate | Investments in Real Estate Acquisitions We account for acquisitions of properties under Accounting Standards Update (“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 do not 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 was 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, exit 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 three months ended March 31, 2024, we used discount rates ranging from 5.50% to 8.25% and exit capitalization rates ranging from 4.50% to 6.50%. 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 determined to be reasonably certain of exercise, 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 three months ended March 31, 2024, we used an estimated average lease-up period ranging from six months to fifteen months. From time to time, we may engage in a sale-leaseback transaction whereby we execute a lease with the seller/tenant simultaneously with the acquisition of a property. Sale-leaseback transactions entered into at off-market terms are adjusted so that the transaction is recorded at fair value. If the purchase price is less than the fair value of the acquired property, or the present value of contractual leaseback payments is less than the present value of market rental payments, the difference is recognized as “Tenant prepaid rent” in the consolidated balance sheets and is recognized as rental income on a straight-line basis over the term of the lease. 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 is based on our estimate of the current market rates for similar liabilities in effect at the acquisition date. Demolition costs incurred in conjunction with the acquisition of real estate are capitalized as part of the cost of the acquisition if the demolition (i) is contemplated as part of the acquisition and (ii) occurs within a reasonable period of time after the acquisition. If demolition was not contemplated as part of the acquisition or the demolition does not occur within a reasonable period of time after the acquisition, the costs of the demolition are expensed as incurred. 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 non-cash equity compensation of the personnel performing 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 redevelopment 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 $7.9 million and $5.0 million during the three months ended March 31, 2024 and 2023, respectively. We capitalized real estate taxes and insurance costs aggregating $2.4 million and $1.6 million during the three months ended March 31, 2024 and 2023, respectively. We capitalized compensation costs for employees who provide construction services of $3.2 million and $2.5 million during the three months ended March 31, 2024 and 2023, 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 useful life that 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 in-place lease intangibles and tenant improvements. As discussed above in— Investments in 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 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 | Assets Held for Sale We classify a property as held for sale when all of the criteria set forth in the Accounting Standards Codification (“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. As of March 31, 2024 and December 31, 2023, we did not have any properties classified as held for sale. |
Impairment of Long-Lived Assets | 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 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 regards 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-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. |
Leases as Lessor | Leases as Lessor We evaluate new leases originated or leases assumed as part of an acquisition transaction under ASC Topic 842: Leases to determine lease classification. Generally, all of our leases have historically been classified as operating leases. A lease is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, there is a purchase option that the tenant is reasonably certain to exercise, the lease term, including extension options that the tenant is reasonably certain to exercise, is for more than a major part of the remaining economic useful life of the asset (e.g., equal to or greater than 75%), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or if the asset is so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor, if applicable. As of March 31, 2024 and December 31, 2023, we did not have any leases that were classified as sales-type or financing leases under sale-leaseback rules. |
Leases as a Lessee | Leases as a Lessee We determine if an arrangement is a lease at inception. Operating lease ROU assets are included in “Other assets” and lease liabilities are included in “Accounts payable, accrued expenses and other liabilities” in our consolidated balance sheets. ROU assets represent our right to use, or control the use of, a specified asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. 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 lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is generally recognized on a straight-line basis over the term of the lease through the amortization of the ROU assets and lease liabilities. Additionally, for our operating leases, we do not separate non-lease components, such as common area maintenance, from associated lease components. See “Note 7 – Leases” for additional lessee disclosures required under lease accounting standards. |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under 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 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, including any applicable alternative minimum tax on our taxable income. 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 regular federal corporate 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. Other than our Subsidiary REIT (a private REIT acquired on July 18, 2022), our non-taxable 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 three months ended March 31, 2024 and 2023. 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 March 31, 2024, and December 31, 2023, we have not established a liability for uncertain tax positions. |
Derivative Instruments and Hedging Activities | 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 , 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 8 – Interest Rate Derivatives” for details. |
Revenue Recognition | Revenue Recognition Our primary sources of income are rental income, management and leasing services, gains on sale of real estate and interest income. Rental Income We lease 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 lease payments are recognized in rental income on a straight-line basis over the term of the related lease, regardless of when payments are contractually due, when collectability is probable. Rental revenue recognition commences when the tenant takes possession of 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. As 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. 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 based on a fixed percentage of each managed property’s monthly tenant cash receipts. We have determined that control over the services is passed to the customer simultaneously as performance occurs. Accordingly, management fee revenue is earned as the services are provided 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 services is 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 there is no variable income component. Gain or Loss on Sale of Real Estate We account for dispositions of real estate properties, 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 any noncontrolling interest received or retained at fair value, and recognize a full gain or loss. If we receive consideration before transferring control of a nonfinancial asset, we recognize a contract liability. If we transfer control of the asset before consideration is received, we recognize a contract asset. When leases contain purchase options, we assess the probability 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 the purchase option is reasonably certain, we will account for the lease 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 real estate. Interest Income Interest income on our loan receivable is recognized on an accrual basis over the life of the loan using the interest method. Loan origination fees, net of origination costs, are accreted or amortized over the term of the loan as an adjustment to interest income using the effective interest method. Generally, a loan is placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual status is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, when there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. |
Valuation of Operating Lease Receivables | Valuation of Operating Lease Receivables Loan Receivable Our loan receivable is reflected at amortized cost in the consolidated balance sheets. The amortized cost of our loan receivable is the outstanding unpaid principal balance, net of unamortized costs and fees directly associated with the origination of the loan. Accrued interest receivable related to our loan receivable is recorded at the net amount expected to be collected within “Rents and other receivables, net” in the consolidated balance sheets. The current expected credit losses approach under ASC Topic 326: Financial Instruments-Credit Losses requires an estimate of the credit losses expected over the life of a loan. We assess the need for an allowance for credit losses related to our loan receivable and the related interest receivable by evaluating the following: (i) asset-specific risks, which include the nature of the collateral, current loan-to-value ratio and the potential future changes in the collateral’s fair value, (ii) other relevant available information, from internal and external sources, relating to current conditions that may affect the borrower’s ability to repay the loan upon maturity, such as the borrower’s current financial condition and credit rating, and (iii) historical losses (adjusted for current conditions and reasonable and supportable forecasts) for financial assets secured with similar collateral (all taken together, the “credit loss evaluation criteria”). See “Note 5 – Loan Receivable” for details. |
Deferred Leasing Costs | 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 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 6 – Notes Payable” for details. |
Equity Based Compensation | 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 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 condition, we recognize compensation cost on a straight-line basis over the requisite service period of each separately vesting 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 13 – Incentive Award Plan” for details. |
Equity Offerings | Equity Offerings Underwriting commissions and offering costs incurred in connection with common stock offerings 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. |
Earnings Per Share | Earnings Per Share We calculate earnings per share (“EPS”) in accordance with ASC 260: Earnings Per Share (“ASC 260”). Under ASC 260, unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the 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 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. In addition, we include the exchangeable notes in the computation of diluted earnings per share if the effect is dilutive. Any anti-dilutive securities are excluded from the diluted EPS calculation. See “Note 14 – Earnings Per Share” for details. |
Segment Reporting | 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. |
Adoption of Accounting Pronouncements | Adoption of New Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity 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 balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (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 a separate unit of account. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2022-03 did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements (Issued and Not Yet Adopted) In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) . The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of adopting ASU 2023-07 on our consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of our cash and cash equivalents and restricted cash at the beginning and end of the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Cash and cash equivalents $ 33,444 $ 36,786 Restricted cash — — Cash, cash equivalents and restricted cash, beginning of period $ 33,444 $ 36,786 Cash and cash equivalents $ 336,960 $ 253,618 Restricted cash — 16,239 Cash, cash equivalents and restricted cash, end of period $ 336,960 $ 269,857 |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
Summary of Acquired Wholly Owned Property Acquisitions | The following table summarizes the wholly-owned properties we acquired during the three months ended March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (1) (in thousands) 5000 & 5010 Azusa Canyon Rd San Gabriel Valley 1/31/2024 233,984 2 $ 84,000 Blackstone Industrial Assets (2) Various 3/28/2024 3,008,578 48 996,800 Total 2024 Property Acquisitions 3,242,562 50 $ 1,080,800 (1) Represents the gross contractual purchase price before certain credits, prorations, closing costs and other acquisition related costs. Total capitalized closing costs and acquisition related costs, net of certain credits, not included in the gross contractual purchase price in the above table is approximately $0.4 million. Each acquisition was funded with available cash on hand unless otherwise noted. (2) Represents the acquisition of 48 properties pursuant to three separate transactions with three Blackstone Real Estate entities. The following table summarizes the properties we acquired subsequent to March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (in thousands) (1) 4422 Airport Drive Inland Empire West 4/5/2024 88,283 1 $ 26,725 (1) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. |
Summary of Fair Value of Amounts Recognized | The following table summarizes amounts allocated to each major class of asset and liability on a relative fair value basis for the acquisitions noted in the table above, as of the date of each acquisition (in thousands): 2024 Acquisitions Assets: Land $ 753,097 Buildings and improvements 276,565 Tenant improvements 3,169 Acquired lease intangible assets (1) 79,950 Other acquired assets (2) 1,800 Total assets acquired $ 1,114,581 Liabilities: Acquired lease intangible liabilities (3) $ 31,581 Other assumed liabilities (4) 14,969 Total liabilities assumed $ 46,550 Net assets acquired $ 1,068,031 (1) Acquired lease intangible assets is comprised of (i) $57.6 million of in-place lease intangibles with a weighted average amortization period of 4.4 years and (ii) $22.4 million of above-market lease intangibles with a weighted average amortization period of 4.0 years. (2) Includes other working capital assets acquired at the time of acquisition. (3) Represents below-market lease intangibles with a weighted average amortization period of 11.9 years. (4) Includes other liabilities assumed at the time of acquisition. |
Acquired Lease Intangibles (Tab
Acquired Lease Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Lease Intangible Assets and Liabilities | The following table summarizes our acquisition related intangible assets, including the value of in-place tenant leases, above-market tenant leases and a below-market ground lease, and our acquisition related intangible liabilities, including below-market tenant leases (in thousands): March 31, 2024 December 31, 2023 Acquired Lease Intangible Assets: In-place lease intangibles $ 394,632 $ 338,001 Accumulated amortization (216,022) (207,804) In-place lease intangibles, net $ 178,610 $ 130,197 Above-market tenant leases $ 47,986 $ 25,598 Accumulated amortization (15,540) (14,808) Above-market tenant leases, net $ 32,446 $ 10,790 Below-market ground lease $ 12,978 $ 12,978 Accumulated amortization (336) (295) Below-market ground lease, net $ 12,642 $ 12,683 Acquired lease intangible assets, net $ 223,698 $ 153,670 Acquired Lease Intangible Liabilities: Below-market tenant leases $ (280,887) $ (249,853) Accumulated amortization 109,200 102,292 Below-market tenant leases, net $ (171,687) $ (147,561) Acquired lease intangible liabilities, net $ (171,687) $ (147,561) |
Summary of Amortization or Accretion Recorded During the Period Related to Acquired Lease Intangibles | The following table summarizes the amortization related to our acquired lease intangible assets and liabilities for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 In-place lease intangibles (1) $ 9,148 $ 10,979 Net below-market tenant leases (2) $ (6,722) $ (8,331) Below-market ground leases (3) $ 41 $ 41 (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 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 net below-market ground lease is recorded as an increase to property expenses in the consolidated statements of operations for the periods presented. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | The following table summarizes the components and significant terms of our indebtedness as of March 31, 2024 and December 31, 2023 (dollars in thousands): March 31, 2024 December 31, 2023 Margin Above SOFR Interest Rate (1) Contractual Unsecured and Secured Debt Unsecured Debt: Revolving Credit Facility $ — $ — S+0.685 % (2) 6.125 % (3) 5/26/2026 (4) $400M Term Loan 400,000 400,000 S+0.760 % (2) 4.832 % (5) 7/19/2024 (4) $100M Senior Notes 100,000 100,000 n/a 4.290 % 8/6/2025 $575M Exchangeable Senior Notes due 2027 575,000 — n/a 4.375 % 3/15/2027 $300M Term Loan 300,000 300,000 S+0.760 % (2) 3.677 % (6) 5/26/2027 $125M Senior Notes 125,000 125,000 n/a 3.930 % 7/13/2027 $300M Senior Notes due 2028 300,000 300,000 n/a 5.000 % 6/15/2028 $575M Exchangeable Senior Notes due 2029 575,000 — n/a 4.125 % 3/15/2029 $25M Series 2019A Senior Notes 25,000 25,000 n/a 3.880 % 7/16/2029 $400M Senior Notes due 2030 400,000 400,000 n/a 2.125 % 12/1/2030 $400M Senior Notes due 2031 400,000 400,000 n/a 2.150 % 9/1/2031 $75M Series 2019B Senior Notes 75,000 75,000 n/a 4.030 % 7/16/2034 Total Unsecured Debt $ 3,275,000 $ 2,125,000 Secured Debt: 7612-7642 Woodwind Drive $ — $ 3,613 n/a 5.240 % 1/5/2024 11600 Los Nietos Road (7) 2,246 2,290 n/a 4.190 % 5/1/2024 $60M Term Loan (8) 60,000 60,000 S+1.250 % 5.060 % (8) 10/27/2024 5160 Richton Street (7) 3,997 4,029 n/a 3.790 % 11/15/2024 22895 Eastpark Drive (7) 2,520 2,539 n/a 4.330 % 11/15/2024 701-751 Kingshill Place (7) 6,951 6,984 n/a 3.900 % 1/5/2026 13943-13955 Balboa Boulevard (7) 14,502 14,596 n/a 3.930 % 7/1/2027 2205 126th Street (9) 5,200 5,200 n/a 3.910 % 12/1/2027 2410-2420 Santa Fe Avenue (9) 10,300 10,300 n/a 3.700 % 1/1/2028 11832-11954 La Cienega Boulevard (7) 3,832 3,852 n/a 4.260 % 7/1/2028 Gilbert/La Palma (7) 1,692 1,741 n/a 5.125 % 3/1/2031 7817 Woodley Avenue (7) 2,848 2,881 n/a 4.140 % 8/1/2039 Total Secured Debt $ 114,088 $ 118,025 Total Unsecured and Secured Debt $ 3,389,088 $ 2,243,025 Less: Unamortized premium/discount and debt issuance costs (10) (39,968) (17,111) Total $ 3,349,120 $ 2,225,914 (1) Reflects the contractual interest rate under the terms of each loan as of March 31, 2024, and includes the effect of interest rate swaps that were effective as of March 31, 2024. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums and discounts. (2) As of March 31, 2024, the interest rates on these loans are comprised of daily Secured Overnight Financing Rate (“SOFR”) for both the unsecured revolving credit facility and $400.0 million unsecured term loan, and 1-month term SOFR (“Term SOFR”) for the $300.0 million unsecured term loan (in each case increased by a 0.10% SOFR adjustment), plus an applicable margin of 0.725% per annum for the unsecured revolving credit facility and 0.80% per annum for the $300.0 million and $400.0 million unsecured term loans, based on our leverage ratio and investment grade ratings, minus a sustainability-related interest rate adjustment of 0.04%. These loans are also subject to a 0% SOFR floor. (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. As of March 31, 2024, the applicable facility fee is 0.125% per annum, less a sustainability-related interest rate adjustment of 0.01% per annum. (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. In March 2024, we submitted our notice to the lender to extend the maturity date of the $400.0 million unsecured term loan by one year to July 18, 2025. (5) Effective April 3, 2023, daily SOFR for our $400.0 million unsecured term loan has been swapped to a fixed rate of 3.97231%, resulting in an all-in fixed rate of 4.83231% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. (6) Effective July 27, 2022, Term SOFR for our $300.0 million unsecured term loan has been swapped to a fixed rate of 2.81725%, resulting in an all-in fixed rate of 3.67725% after adding the SOFR adjustment and applicable margin and subtracting the sustainability-related interest rate adjustment. (7) Fixed monthly payments of interest and principal until maturity as follows: 11600 Los Nietos ($22,637), 5160 Richton Street ($23,270), 22895 Eastpark Drive ($15,396), 701-751 Kingshill Place ($33,488), 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) 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. 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. Effective April 3, 2023, Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. (9) Fixed monthly payments of interest only. (10) 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. |
Summary of Future Minimum Debt Payments | The following table summarizes the contractual debt maturities and scheduled amortization payments, excluding debt premiums/discounts and debt issuance costs, as of March 31, 2024, and does not consider extension options available to us as noted in the table above (in thousands): April 1, 2024 - December 31, 2024 $ 469,466 2025 100,973 2026 7,587 2027 1,019,078 2028 314,218 Thereafter 1,477,766 Total $ 3,389,088 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Future Minimum Base Rent Under Non-cancelable Operating Leases | The following table sets forth the undiscounted cash flows for future minimum base rents to be received under operating leases as of March 31, 2024 (in thousands): Twelve Months Ended March 31, 2025 $ 685,870 2026 615,758 2027 506,498 2028 388,387 2029 295,636 Thereafter 944,009 Total $ 3,436,158 |
Lease Cost | The tables below present financial and supplemental information associated with our leases. Three Months Ended March 31, Lease Cost (1) (in thousands) 2024 2023 Operating lease cost $ 415 $ 484 Variable lease cost 43 33 Total lease cost $ 458 $ 517 (1) Amounts are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. Three Months Ended March 31, Other Information (in thousands) 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 572 $ 583 Lease Term and Discount Rate March 31, 2024 December 31, 2023 Weighted-average remaining lease term (1) 45.7 years 43.4 years Weighted-average discount rate (2) 3.85 % 3.84 % (1) Includes the impact of extension options that we are reasonably certain to exercise. (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. |
Maturities of Lease Liabilities | The following table summarizes the maturity of operating of lease liabilities under our corporate office leases and ground leases as of March 31, 2024 (in thousands): March 31, 2024 April 1, 2024 - December 31, 2024 $ 1,725 2025 1,122 2026 681 2027 696 2028 164 Thereafter 19,887 Total undiscounted lease payments $ 24,275 Less imputed interest (15,851) Total lease liabilities $ 8,424 |
Interest Rate Derivatives (Tabl
Interest Rate Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Agreement | The following table sets forth a summary of the terms and fair value of our interest rate swaps at March 31, 2024 and December 31, 2023 (dollars in thousands): Notional Value Fair Value of Interest Rate Derivative Assets/ (Liabilities) (1) Derivative Instrument Effective Date Maturity Date Interest Strike Rate March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Interest Rate Swaps 7/27/2022 5/26/2027 2.81700 % $ 150,000 $ 150,000 $ 5,922 $ 3,894 Interest Rate Swaps 7/27/2022 5/26/2027 2.81750 % $ 150,000 $ 150,000 $ 5,913 $ 3,886 Interest Rate Swaps 4/3/2023 6/30/2025 3.98500 % $ 200,000 $ 200,000 $ 1,990 $ 951 Interest Rate Swap 4/3/2023 6/30/2025 3.96625 % $ 100,000 $ 100,000 $ 1,018 $ 503 Interest Rate Swap 4/3/2023 6/30/2025 3.95300 % $ 100,000 $ 100,000 $ 1,034 $ 522 Interest Rate Swap 4/3/2023 7/30/2026 3.71000 % $ 60,000 $ 60,000 $ 860 $ 140 (1) The fair value of derivative assets is included in the line item “Interest rate swap asset” in the accompanying consolidated balance sheets. |
Summary of Impact of Interest Rate Swaps on Consolidated Financial Statements | The following table sets forth the impact of our interest rate derivatives on our financial statements for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Interest Rate Swaps in Cash Flow Hedging Relationships: Amount of gain (loss) recognized in AOCI on derivatives $ 10,361 $ (4,206) Amount of gain reclassified from AOCI into earnings under “Interest expense” (1) $ 3,382 $ 1,136 Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”) $ 14,671 $ 13,701 (1) Includes losses that have been reclassified from AOCI into interest expense related to (i) the treasury rate lock agreements that were settled in August 2021 and March 2023 and for which amounts will continue to be reclassified over the ten-year and five-year terms of the hedged transactions, and (ii) the interest rate swap that was terminated in May 2022 and for which amounts will continue to be reclassified into interest expense through its original maturity date (November 2024). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Vale on a Recurring Basis by Level within Fair Value Hierarchy | The table below sets forth the estimated fair value of our interest rate swaps as of March 31, 2024 and December 31, 2023, which we measured on a recurring basis by level within the fair value hierarchy (in thousands). Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities Significant Other Significant March 31, 2024 Interest rate swap asset $ 16,737 $ — $ 16,737 $ — December 31, 2023 Interest rate swap asset $ 9,896 $ — $ 9,896 $ — |
Carrying Value and Estimated Fair Value of Notes Payable | The table below sets forth the carrying value and the estimated fair value of our loan receivable and notes payable as of March 31, 2024 and December 31, 2023 (in thousands): Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities Significant Other Significant Carrying Value Loan Receivable at: March 31, 2024 $ 127,841 $ — $ — $ 127,841 $ 122,899 December 31, 2023 $ 129,908 $ — $ — $ 129,908 $ 122,784 Notes Payable at: March 31, 2024 $ 3,225,672 $ — $ — $ 3,225,672 $ 3,349,120 December 31, 2023 $ 2,077,169 $ — $ — $ 2,077,169 $ 2,225,914 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Preferred Stock | At March 31, 2024 and December 31, 2023, we had the following series of Cumulative Preferred Shares outstanding (dollars in thousands): March 31, 2024 December 31, 2023 Series Earliest Redemption Date Dividend Rate Shares Outstanding Liquidation Preference Shares Outstanding Liquidation Preference Series B November 13, 2022 5.875 % 3,000,000 $ 75,000 3,000,000 $ 75,000 Series C September 20, 2024 5.625 % 3,450,000 86,250 3,450,000 86,250 Total Preferred Shares 6,450,000 $ 161,250 6,450,000 $ 161,250 |
Summary of the Components of Changes in Accumulated Other Comprehensive Loss | The following table summarizes the changes in our AOCI balance for the three and three months ended March 31, 2024 and 2023, which consists solely of adjustments related to our cash flow hedges (in thousands): Three Months Ended March 31, 2024 2023 Accumulated other comprehensive income - beginning balance $ 7,172 $ 8,247 Other comprehensive income (loss) before reclassifications 10,361 (4,206) Amounts reclassified from accumulated other comprehensive income to interest expense (3,382) (1,136) Net current period other comprehensive income (loss) 6,979 (5,342) Less: other comprehensive (income) loss attributable to noncontrolling interests (229) 212 Other comprehensive income (loss) attributable to common stockholders 6,750 (5,130) Accumulated other comprehensive income - ending balance $ 13,922 $ 3,117 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of unvested restricted stock and LTIP unit activity | The following table sets forth our unvested restricted stock activity and unvested LTIP Unit activity for the three months ended March 31, 2024: Unvested Awards Restricted Common Stock LTIP Units Number of Shares Weighted-Average Grant Date Fair Value per Share Number of Units Weighted-Average Grant Date Fair Value per Unit Balance at January 1, 2024 348,440 $ 59.07 368,905 $ 54.19 Granted 214,292 $ 55.07 48,842 $ 52.85 Forfeited (18,073) $ 59.75 — $ — Vested (1) (105,540) $ 57.17 (48,952) $ 53.80 Balance at March 31, 2024 439,119 $ 57.55 368,795 $ 54.06 (1) During the three months ended March 31, 2024, 38,164 shares of the Company’s common stock were tendered in accordance with the terms of the Plan to satisfy minimum statutory tax withholding requirements associated with the vesting of restricted shares of common stock. |
Summary of vesting schedule | The following table sets forth the vesting schedule of all unvested share-based awards outstanding as of March 31, 2024: Unvested Awards Restricted LTIP Units Performance Units (1) April 1, 2024 - December 31, 2024 26,244 143,865 366,004 2025 145,373 135,665 673,188 2026 120,286 73,693 701,025 2027 94,566 11,032 — 2028 52,650 4,540 — Total 439,119 368,795 1,740,217 (1) |
Summary of 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): Three Months Ended March 31, 2024 2023 Expensed share-based compensation (1) $ 9,088 $ 8,178 Capitalized share-based compensation (2) 370 195 Total share-based compensation $ 9,458 $ 8,373 (1) Amounts expensed are included in “General and administrative” and “Property expenses” in the accompanying consolidated statements of operations. (2) For the three months ended March 31, 2024 and 2023, amounts capitalized relate to employees who provide construction services, and are included in “Building and improvements” in the consolidated balance sheets. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted 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): Three Months Ended March 31, 2024 2023 Numerator: Net income $ 64,277 $ 63,570 Less: Preferred stock dividends (2,314) (2,314) Less: Net income attributable to noncontrolling interests (2,906) (3,064) Less: Net income attributable to participating securities (418) (320) Net income attributable to common stockholders – basic and diluted $ 58,639 $ 57,872 Denominator: Weighted average shares of common stock outstanding – basic 214,401,661 195,366,969 Effect of dilutive securities 36,252 412,038 Weighted average shares of common stock outstanding – diluted 214,437,913 195,779,007 Earnings per share — Basic Net income attributable to common stockholders $ 0.27 $ 0.30 Earnings per share — Diluted Net income attributable to common stockholders $ 0.27 $ 0.30 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Summary of Acquired Wholly Owned Property Acquisitions | The following table summarizes the wholly-owned properties we acquired during the three months ended March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (1) (in thousands) 5000 & 5010 Azusa Canyon Rd San Gabriel Valley 1/31/2024 233,984 2 $ 84,000 Blackstone Industrial Assets (2) Various 3/28/2024 3,008,578 48 996,800 Total 2024 Property Acquisitions 3,242,562 50 $ 1,080,800 (1) Represents the gross contractual purchase price before certain credits, prorations, closing costs and other acquisition related costs. Total capitalized closing costs and acquisition related costs, net of certain credits, not included in the gross contractual purchase price in the above table is approximately $0.4 million. Each acquisition was funded with available cash on hand unless otherwise noted. (2) Represents the acquisition of 48 properties pursuant to three separate transactions with three Blackstone Real Estate entities. The following table summarizes the properties we acquired subsequent to March 31, 2024: Property Submarket Date of Acquisition Rentable Square Feet Number of Buildings Contractual Purchase Price (in thousands) (1) 4422 Airport Drive Inland Empire West 4/5/2024 88,283 1 $ 26,725 (1) Represents the gross contractual purchase price before credits, prorations, closing costs and other acquisition related costs. |
Dividends Declared | On April 15, 2024, our board of directors declared the following quarterly cash dividends/distributions, record dates and payment dates. Security Amount per Share/Unit Record Date Payment Date Common stock $ 0.4175 June 28, 2024 July 15, 2024 OP Units $ 0.4175 June 28, 2024 July 15, 2024 5.875% Series B Cumulative Redeemable Preferred Stock $ 0.367188 June 14, 2024 June 28, 2024 5.625% Series C Cumulative Redeemable Preferred Stock $ 0.351563 June 14, 2024 June 28, 2024 4.00% Cumulative Redeemable Convertible Preferred Units $ 0.45 June 14, 2024 June 28, 2024 3.00% Cumulative Redeemable Convertible Preferred Units $ 0.545462 June 14, 2024 June 28, 2024 |
Organization (Detail)
Organization (Detail) ft² in Millions | Mar. 31, 2024 ft² property |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of real estate properties | property | 422 |
Area of real estate property (square feet) | ft² | 49.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Interest costs capitalized | $ 7,926,000 | $ 4,990,000 | |
Real estate taxes and insurance costs capitalized | 2,400,000 | 1,600,000 | |
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss | $ 0 | 0 | |
REIT annual taxable income distribution requirement percentage | 90% | ||
Income tax provision | $ 0 | 0 | |
Adjustment to rental income resulting from lease collectability assessment | (1,700,000) | (300,000) | |
Impairment of right-of-use asset | $ 200,000 | 0 | 188,000 |
Construction Employees | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Compensation costs capitalized | $ 3,200,000 | $ 2,500,000 | |
Minimum | Buildings | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated remaining life | 10 years | ||
Minimum | Site Improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated remaining life | 5 years | ||
Maximum | Buildings | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated remaining life | 30 years | ||
Maximum | Site Improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated remaining life | 25 years | ||
Measurement Input, Discount Rate | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Acquired property, measurement input | 5.50% | ||
Measurement Input, Discount Rate | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Acquired property, measurement input | 8.25% | ||
Measurement Input, Cap Rate | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Acquired property, measurement input | 4.50% | ||
Measurement Input, Cap Rate | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Acquired property, measurement input | 6.50% | ||
Property Average Lease Up Period | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated average lease-up period | 6 months | ||
Property Average Lease Up Period | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated average lease-up period | 15 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 336,960 | $ 33,444 | $ 253,618 | $ 36,786 |
Restricted cash | 0 | 0 | 16,239 | 0 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 336,960 | $ 33,444 | $ 269,857 | $ 36,786 |
Investments in Real Estate - Su
Investments in Real Estate - Summary of Acquired Wholly Owned Industrial Properties (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) ft² property building | Oct. 26, 2023 a | |
Real Estate [Line Items] | ||
Rentable Square Feet | 3,242,562 | 150 |
Number of Buildings | building | 50 | |
Contractual purchase price | $ 1,080,800 | |
Capitalized closing costs and acquisition related costs | $ (400) | |
5000 & 5010 Azusa Canyon Rd | ||
Real Estate [Line Items] | ||
Date of Acquisition | Jan. 31, 2024 | |
Rentable Square Feet | ft² | 233,984 | |
Number of Buildings | building | 2 | |
Contractual purchase price | $ 84,000 | |
Blackstone Industrial Assets | ||
Real Estate [Line Items] | ||
Date of Acquisition | Mar. 28, 2024 | |
Rentable Square Feet | ft² | 3,008,578 | |
Number of Buildings | building | 48 | |
Contractual purchase price | $ 996,800 | |
Number of Properties Acquired | property | 48 |
Investments in Real Estate - _2
Investments in Real Estate - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
ASSETS | |
Land | $ 753,097 |
Buildings and improvements | 276,565 |
Tenant improvements | 3,169 |
Acquired lease intangible assets | 79,950 |
Other acquired assets | 1,800 |
Total assets acquired | 1,114,581 |
Liabilities | |
Acquired lease intangible liabilities | 31,581 |
Other assumed liabilities | 14,969 |
Total liabilities assumed | 46,550 |
Net assets acquired | $ 1,068,031 |
Intangible Assets [Abstract] | |
Weighted-average amortization period | 11 years 10 months 24 days |
In-place lease intangibles | |
Intangible Assets [Abstract] | |
In-place lease intangibles | $ 57,600 |
Weighted average amortization period | 4 years 4 months 24 days |
Above-market tenant leases | |
Intangible Assets [Abstract] | |
Weighted average amortization period | 4 years |
Lease intangibles | $ 22,400 |
Acquired Lease Intangibles - Su
Acquired Lease Intangibles - Summary of Acquired Lease Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired lease intangible assets, net | $ 223,698 | $ 153,670 |
Acquired lease intangible liabilities, net | (171,687) | (147,561) |
In-place lease intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired lease intangible assets, gross | 394,632 | 338,001 |
Accumulated amortization | (216,022) | (207,804) |
Acquired lease intangible assets, net | 178,610 | 130,197 |
Above-market tenant leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired lease intangible assets, gross | 47,986 | 25,598 |
Accumulated amortization | (15,540) | (14,808) |
Acquired lease intangible assets, net | 32,446 | 10,790 |
Below-market ground leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired lease intangible assets, gross | 12,978 | 12,978 |
Accumulated amortization | (336) | (295) |
Acquired lease intangible assets, net | 12,642 | 12,683 |
Below-market tenant leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Acquired lease intangible liabilities, gross | (280,887) | (249,853) |
Accumulated accretion | 109,200 | 102,292 |
Acquired lease intangible liabilities, net | $ (171,687) | $ (147,561) |
Acquired Lease Intangibles - _2
Acquired Lease Intangibles - Summary of Amortization or Accretion Recorded During the Period Related to Acquired Lease Intangibles (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization of net (below) above market lease intangibles and other deferred rent on certain other below-market leases | $ (7,591) | $ (8,290) |
In-place lease intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization of in-place lease intangibles | 9,148 | 10,979 |
Net below market tenant leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization of net (below) above market lease intangibles and other deferred rent on certain other below-market leases | (6,722) | (8,331) |
Below-market ground leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization of in-place lease intangibles | $ 41 | $ 41 |
Loan Receivable (Details)
Loan Receivable (Details) $ in Millions | Mar. 31, 2024 USD ($) ft² | Dec. 31, 2023 USD ($) | Oct. 26, 2023 USD ($) a extension |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loans receivable | $ 125 | ||
Rentable Square Feet | 3,242,562 | 150 | |
Loan to value ratio | 60% | ||
Loans receivable, stated interest rate | 7.50% | ||
Loans receivable, effective interest rate | 8% | ||
Number of loan extensions available | extension | 1 | ||
Loan receivable, term extension | 1 year | ||
Loan receivable, term extension fee, percentage | 0.25% | ||
Loans receivable | $ 122.9 | $ 122.8 | |
Loans receivable, unamortized origination fees and costs | $ (2.1) | $ (2.2) | |
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan receivable, prepayment penalty, percentage | 1% | ||
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan receivable, prepayment penalty, percentage | 2% |
Notes Payable - Summary of Debt
Notes Payable - Summary of Debt (Detail) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2024 USD ($) extension | Mar. 31, 2023 | Mar. 31, 2024 USD ($) extension property | Dec. 31, 2023 USD ($) | Mar. 21, 2023 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 3,389,088,000 | $ 3,389,088,000 | $ 2,243,025,000 | ||
Unsecured Debt | 3,275,000,000 | 3,275,000,000 | 2,125,000,000 | ||
Secured Debt | 114,088,000 | 114,088,000 | 118,025,000 | ||
Less: unamortized discount and deferred loan costs | (39,968,000) | (39,968,000) | (17,111,000) | ||
Carrying value | $ 3,349,120,000 | $ 3,349,120,000 | 2,225,914,000 | ||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Fixed Interest Rate | 3.97231% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | |||
Extension period | 6 months | ||||
Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 0 | $ 0 | 0 | ||
Debt instrument, maturity date | May 26, 2026 | ||||
$300M Term Loan | Senior Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||
Debt instrument, maturity date | May 26, 2027 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.67725% | 3.67725% | |||
Principal amount | $ 300,000,000 | $ 300,000,000 | |||
$300M Term Loan | Senior Unsecured Term Loan | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Fixed Interest Rate | 2.81725% | 2.81725% | |||
$60 Million Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 60,000,000 | $ 60,000,000 | 60,000,000 | ||
Debt instrument, maturity date | Oct. 27, 2024 | ||||
Number Of Properties Securing Loan | property | 6 | ||||
Number Of Additional Extension Periods | extension | 3 | ||||
Additional extension Periods, Term | 1 year | ||||
$60 Million Term Loan | Senior Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 5.06% | 5.06% | |||
$60 Million Term Loan | Senior Unsecured Term Loan | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Derivative, Average Fixed Interest Rate | 3.71% | 3.71% | |||
$400 Million Unsecured Term Loan | Senior Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.83231% | 4.83231% | |||
Senior Notes | $100M Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 100,000,000 | $ 100,000,000 | 100,000,000 | ||
Fixed interest rate | 4.29% | 4.29% | |||
Debt instrument, maturity date | Aug. 06, 2025 | ||||
Senior Notes | $125M Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 125,000,000 | $ 125,000,000 | 125,000,000 | ||
Fixed interest rate | 3.93% | 3.93% | |||
Debt instrument, maturity date | Jul. 13, 2027 | ||||
Senior Notes | $300M Senior Notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||
Fixed interest rate | 5% | 5% | |||
Debt instrument, maturity date | Jun. 15, 2028 | ||||
Principal amount | $ 300,000,000 | $ 300,000,000 | |||
Senior Notes | $25M Series 2019A Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 25,000,000 | $ 25,000,000 | 25,000,000 | ||
Fixed interest rate | 3.88% | 3.88% | |||
Debt instrument, maturity date | Jul. 16, 2029 | ||||
Principal amount | $ 25,000,000 | $ 25,000,000 | |||
Senior Notes | $400M Senior Notes due 2030 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||
Fixed interest rate | 2.125% | 2.125% | |||
Debt instrument, maturity date | Dec. 01, 2030 | ||||
Principal amount | $ 400,000,000 | $ 400,000,000 | |||
Senior Notes | $400M Senior Notes due 2031 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||
Fixed interest rate | 2.15% | 2.15% | |||
Debt instrument, maturity date | Sep. 01, 2031 | ||||
Principal amount | $ 400,000,000 | $ 400,000,000 | |||
Senior Notes | $75M Series 2019B Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 75,000,000 | $ 75,000,000 | 75,000,000 | ||
Fixed interest rate | 4.03% | 4.03% | |||
Debt instrument, maturity date | Jul. 16, 2034 | ||||
Principal amount | $ 75,000,000 | $ 75,000,000 | |||
Exchangeable Senior Notes | $575M Exchangeable Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 575,000,000 | $ 575,000,000 | 0 | ||
Fixed interest rate | 4.375% | 4.375% | |||
Debt instrument, maturity date | Mar. 15, 2027 | Mar. 15, 2027 | |||
Exchangeable Senior Notes | $575M Exchangeable Senior Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 575,000,000 | $ 575,000,000 | 0 | ||
Fixed interest rate | 4.125% | 4.125% | |||
Debt instrument, maturity date | Mar. 15, 2029 | Mar. 15, 2029 | |||
Line of Credit | $60 Million Term Loan | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 60,000,000 | $ 60,000,000 | |||
Line of Credit | Unsecured Revolving Credit Facility, $1 billion | Senior Unsecured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | |||
Extension period | 6 months | ||||
Line of Credit | Unsecured Revolving Credit Facility, $1 billion | Senior Unsecured Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage if pricing structure is converted to be based on an investment-grade rating | 0.125% | ||||
Line of Credit | Unsecured Revolving Credit Facility, $1 billion | Senior Unsecured Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage if pricing structure is converted to be based on an investment-grade rating | 0.30% | ||||
Senior Unsecured Term Loan | $400 Million Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||
Debt instrument, maturity date | Jul. 19, 2024 | ||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | |||
Extension period | 1 year | 1 year | |||
Principal amount | $ 400,000,000 | $ 400,000,000 | |||
7612-7642 Woodwind Drive | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 0 | $ 0 | 3,613,000 | ||
Fixed interest rate | 5.24% | 5.24% | |||
Debt instrument, maturity date | Jan. 05, 2024 | ||||
11600 Los Nietos Road | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,246,000 | $ 2,246,000 | 2,290,000 | ||
Fixed interest rate | 4.19% | 4.19% | |||
Debt instrument, maturity date | May 01, 2024 | ||||
Debt Instrument, Periodic Payment | $ 22,637 | ||||
5160 Richton Street | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 3,997,000 | $ 3,997,000 | 4,029,000 | ||
Fixed interest rate | 3.79% | 3.79% | |||
Debt instrument, maturity date | Nov. 15, 2024 | ||||
Debt Instrument, Periodic Payment | $ 23,270 | ||||
22895 Eastpark Drive | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,520,000 | $ 2,520,000 | 2,539,000 | ||
Fixed interest rate | 4.33% | 4.33% | |||
Debt instrument, maturity date | Nov. 15, 2024 | ||||
Debt Instrument, Periodic Payment | $ 15,396 | ||||
13943-13955 Balboa Boulevard | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 14,502,000 | $ 14,502,000 | 14,596,000 | ||
Fixed interest rate | 3.93% | 3.93% | |||
Debt instrument, maturity date | Jul. 01, 2027 | ||||
Debt Instrument, Periodic Payment | $ 79,198 | ||||
701-751 Kingshill Place | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 6,951,000 | $ 6,951,000 | 6,984,000 | ||
Fixed interest rate | 3.90% | 3.90% | |||
Debt instrument, maturity date | Jan. 05, 2026 | ||||
Debt Instrument, Periodic Payment | $ 33,488 | ||||
2205 126th Street | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 5,200,000 | $ 5,200,000 | 5,200,000 | ||
Fixed interest rate | 3.91% | 3.91% | |||
Debt instrument, maturity date | Dec. 01, 2027 | ||||
2410-2420 Santa Fe Avenue | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 10,300,000 | $ 10,300,000 | 10,300,000 | ||
Fixed interest rate | 3.70% | 3.70% | |||
Debt instrument, maturity date | Jan. 01, 2028 | ||||
11832-11954 La Cienega Blvd | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 3,832,000 | $ 3,832,000 | 3,852,000 | ||
Fixed interest rate | 4.26% | 4.26% | |||
Debt instrument, maturity date | Jul. 01, 2028 | ||||
Debt Instrument, Periodic Payment | $ 20,194 | ||||
Gilbert/La Palma | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,692,000 | $ 1,692,000 | 1,741,000 | ||
Fixed interest rate | 5.125% | 5.125% | |||
Debt instrument, maturity date | Mar. 01, 2031 | ||||
Debt Instrument, Periodic Payment | $ 24,008 | ||||
7817 Woodley Avenue | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,848,000 | $ 2,848,000 | $ 2,881,000 | ||
Fixed interest rate | 4.14% | 4.14% | |||
Debt instrument, maturity date | Aug. 01, 2039 | ||||
Debt Instrument, Periodic Payment | $ 20,855 | ||||
SOFR | $300M Term Loan | Senior Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.76% | ||||
Fixed interest rate | 3.677% | 3.677% | |||
SOFR | $300M Term Loan | Senior Unsecured Term Loan | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.80% | ||||
SOFR | $300M Term Loan | Senior Unsecured Term Loan | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.60% | ||||
SOFR | $60 Million Term Loan | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Fixed interest rate | 5.06% | 5.06% | |||
SOFR | $60 Million Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
SOFR | Line of Credit | Unsecured Revolving Credit Facility, $1 billion | Senior Unsecured Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.725% | ||||
SOFR | Line of Credit | Unsecured Revolving Credit Facility, $1 billion | Senior Unsecured Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.40% | ||||
SOFR | Line of Credit | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.10% | ||||
SOFR | Line of Credit | Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0% | ||||
SOFR | Line of Credit | $60 Million Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.10% | ||||
SOFR | Senior Unsecured Term Loan | $400 Million Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.76% | ||||
Fixed interest rate | 4.832% | 4.832% | |||
London Interbank Offered Rate (LIBOR)1 | Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.685% | ||||
Fixed interest rate | 6.125% | 6.125% |
Notes Payable - Summary of Futu
Notes Payable - Summary of Future Minimum Debt Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
April 1, 2024 - December 31, 2024 | $ 469,466 | |
2025 | 100,973 | |
2026 | 7,587 | |
2027 | 1,019,078 | |
2028 | 314,218 | |
Thereafter | 1,477,766 | |
Total | $ 3,389,088 | $ 2,243,025 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) extension $ / shares | Mar. 31, 2023 | Mar. 31, 2024 USD ($) extension $ / shares | Mar. 26, 2024 $ / shares | Dec. 31, 2023 USD ($) | Feb. 28, 2023 | |
Debt Instrument [Line Items] | ||||||
Principal amount | $ 3,389,088,000 | $ 3,389,088,000 | $ 2,243,025,000 | |||
Price per share (in dollars per share) | $ / shares | $ 48.95 | |||||
Senior Notes Due 2030 and 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum ratio of total indebtedness to total asset value | 60% | 60% | ||||
Maximum ratio of secured debt to total asset value | 40% | 40% | ||||
Debt service coverage ratio | 150% | |||||
Debt Instrument Covenant Ratio, Unencumbered Assets To Unsecured Debt, Minimum | 150% | |||||
$575M Exchangeable Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 563,100,000 | |||||
$575M Exchangeable Senior Notes due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 563,100,000 | |||||
Exchangeable Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, exchangeable exchange rate per one thousand dollars (in usd per share) | 15.7146 | |||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 63.64 | $ 63.64 | ||||
Debt instrument, convertible, principal amount | $ 1,000 | $ 1,000 | ||||
Debt instrument, convertible, premium, percentage | 0.300 | 0.300 | ||||
Debt instrument, convertible, additional interest, maximum threshold | 0.005 | 0.005 | ||||
Debt instrument, convertible, additional interest, percentage of principal | 0.03 | 0.03 | ||||
Senior Unsecured Term Loan | $300M Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | ||||
Principal amount | 300,000,000 | 300,000,000 | 300,000,000 | |||
Principal amount | $ 300,000,000 | $ 300,000,000 | ||||
Debt instrument, maturity date | May 26, 2027 | |||||
Senior Unsecured Term Loan | $300M Term Loan | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.76% | |||||
Fixed interest rate | 3.677% | 3.677% | ||||
Senior Unsecured Term Loan | $300M Term Loan | SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.80% | |||||
Senior Unsecured Term Loan | $300M Term Loan | SOFR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.60% | |||||
Senior Unsecured Term Loan | $300M Term Loan | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0% | |||||
Senior Unsecured Term Loan | $300M Term Loan | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.60% | |||||
Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0% | |||||
Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.40% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | ||||
Extension period | 6 months | |||||
Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 0 | $ 0 | 0 | |||
Debt instrument, maturity date | May 26, 2026 | |||||
Term Loan | $60M Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 60,000,000 | $ 60,000,000 | 60,000,000 | |||
Debt instrument, maturity date | Oct. 27, 2024 | |||||
Term Loan | $60M Term Loan | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Fixed interest rate | 5.06% | 5.06% | ||||
Line of Credit | Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Line of Credit | Credit Facility | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1% | |||||
Line of Credit | Credit Facility | SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0% | |||||
Line of Credit | Credit Facility | Applicable Margin | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1% | |||||
Line of Credit | $60M Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 60,000,000 | $ 60,000,000 | ||||
Line of Credit | Senior Unsecured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Additional availability | 1,000,000,000 | 1,000,000,000 | ||||
Line of Credit | Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | ||||
Extension period | 6 months | |||||
Line of Credit | Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage if pricing structure is converted to be based on an investment-grade rating | 0.125% | |||||
Line of Credit | Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage if pricing structure is converted to be based on an investment-grade rating | 0.30% | |||||
Line of Credit | Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | SOFR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.725% | |||||
Line of Credit | Senior Unsecured Credit Facility | Unsecured Revolving Credit Facility, $1 billion | SOFR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | |||||
Line of Credit | Senior Unsecured Credit Facility | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument - additional borrowings | $ 800,000,000 | $ 800,000,000 | ||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Applicable Margin | (0.04%) | (0.04%) | ||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Credit Facility Fee | 0.01% | 0.01% | ||||
Credit Agreement, Sustainability Linked Pricing Component, Increase In Applicable Margin | 0.04% | 0.04% | ||||
Credit Agreement, Sustainability Linked Pricing Component, Increase In Credit Facility Fee | 0.01% | 0.01% | ||||
Maximum ratio of secured debt to total asset value | 45% | 45% | ||||
Line of Credit | Senior Unsecured Credit Facility | Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Credit Facility Fee | 0.115% | |||||
Line of Credit | Revolving Credit Facility | Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Applicable Margin | (0.04%) | |||||
Line of Credit | Revolving Credit Facility | Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Applicable Margin | (0.685%) | |||||
Line of Credit | Term Loan | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit Agreement, Sustainability Linked Pricing Component, Decrease In Applicable Margin | (0.76%) | |||||
$100M Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 100,000,000 | $ 100,000,000 | ||||
$125M senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 125,000,000 | $ 125,000,000 | ||||
The Credit Facility, $225 Million Term Loan Facility, $150 Million Term Loan Facility, $100 Million Notes, $125 Million Notes, Series 2019A and Series 2019B Notes | ||||||
Debt Instrument [Line Items] | ||||||
Maximum ratio of total indebtedness to total asset value | 60% | 60% | ||||
Minimum ratio of EBITDA to fixed charges | 1.5 | 1.5 | ||||
Maximum ratio of unsecured debt to the value of the unencumbered asset pool | 60% | 60% | ||||
Minimum ratio of NOI unsecured interest expense | 1.75 | 1.75 | ||||
Senior Notes, 100 Million, 125 Million, Series 2019A and Series 2019B | ||||||
Debt Instrument [Line Items] | ||||||
Maximum ratio of secured debt to total asset value | 40% | 40% | ||||
Maximum ratio of recourse debt to total asset | 15% | 15% | ||||
Minimum tangible net worth required | $ 760,740,750 | $ 760,740,750 | ||||
Minimum percentage of equity proceeds to be used in minimum tangible net worth calculation | 75% | 75% | ||||
Senior Unsecured Term Loan | $400 Million Unsecured Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility, Number Of Extensions | extension | 2 | 2 | ||||
Extension period | 1 year | 1 year | ||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||
Principal amount | $ 400,000,000 | $ 400,000,000 | ||||
Debt instrument, maturity date | Jul. 19, 2024 | |||||
Senior Unsecured Term Loan | $400 Million Unsecured Term Loan | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.76% | |||||
Fixed interest rate | 4.832% | 4.832% | ||||
Senior Notes | $25M Series 2019A Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 25,000,000 | $ 25,000,000 | 25,000,000 | |||
Fixed interest rate | 3.88% | 3.88% | ||||
Principal amount | $ 25,000,000 | $ 25,000,000 | ||||
Debt instrument, maturity date | Jul. 16, 2029 | |||||
Senior Notes | $75M Series 2019B Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 75,000,000 | $ 75,000,000 | 75,000,000 | |||
Fixed interest rate | 4.03% | 4.03% | ||||
Principal amount | $ 75,000,000 | $ 75,000,000 | ||||
Debt instrument, maturity date | Jul. 16, 2034 | |||||
Senior Notes | $400M Senior Notes due 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||
Fixed interest rate | 2.125% | 2.125% | ||||
Principal amount | $ 400,000,000 | $ 400,000,000 | ||||
Debt instrument, maturity date | Dec. 01, 2030 | |||||
Senior Notes | $400M Senior Notes due 2031 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 400,000,000 | $ 400,000,000 | 400,000,000 | |||
Fixed interest rate | 2.15% | 2.15% | ||||
Principal amount | $ 400,000,000 | $ 400,000,000 | ||||
Debt instrument, maturity date | Sep. 01, 2031 | |||||
Exchangeable Senior Notes | $575M Exchangeable Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 575,000,000 | $ 575,000,000 | 0 | |||
Fixed interest rate | 4.375% | 4.375% | ||||
Debt instrument, maturity date | Mar. 15, 2027 | Mar. 15, 2027 | ||||
Exchangeable Senior Notes | $575M Exchangeable Senior Notes due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 575,000,000 | $ 575,000,000 | $ 0 | |||
Fixed interest rate | 4.125% | 4.125% | ||||
Debt instrument, maturity date | Mar. 15, 2029 | Mar. 15, 2029 |
Leases - Narrative (Detail)
Leases - Narrative (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 USD ($) | Mar. 31, 2024 USD ($) renewal_option | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Lessor, Lease, Description [Line Items] | ||||
Operating Lease Fixed And Variable Lease Payments | $ 204,300 | $ 176,800 | ||
Operating Lease, Lease Income, Lease Payments | 167,800 | 144,800 | ||
Operating Lease, Variable Lease Income | 36,500 | 32,000 | ||
Right-of-use assets | 6,700 | $ 7,000 | ||
Lease liabilities | 8,424 | $ 8,900 | ||
Impairment of right-of-use asset | $ 200 | $ 0 | $ 188 | |
Ground Lease | 2970 East 50th Street [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Remaining lease term | 36 years 9 months 18 days | |||
Renewal term | 10 years | |||
Renewal options | renewal_option | 4 | |||
Minimum | Office Leases | ||||
Lessor, Lease, Description [Line Items] | ||||
Remaining lease term | 1 year | |||
Maximum | Office Leases | ||||
Lessor, Lease, Description [Line Items] | ||||
Remaining lease term | 4 years | |||
Renewal term | 5 years |
Leases - Future Minimum Base Re
Leases - Future Minimum Base Rents Under Operating Leases - Rolling Twelve Months (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2025 | $ 685,870 |
2026 | 615,758 |
2027 | 506,498 |
2028 | 388,387 |
2029 | 295,636 |
Thereafter | 944,009 |
Total | $ 3,436,158 |
Leases - Lease Cost (Detail)
Leases - Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 415 | $ 484 |
Variable lease cost | 43 | 33 |
Total lease cost | $ 458 | $ 517 |
Leases - Other Information (Det
Leases - Other Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 572 | $ 583 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Detail) - renewal_option | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Weighted-average remaining lease term | 45 years 8 months 12 days | 43 years 4 months 24 days |
Weighted-average discount rate | 3.85% | 3.84% |
2970 East 50th Street [Member] | Ground Lease | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 10 years | |
Renewal options | 4 |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
April 1, 2024 - December 31, 2024 | $ 1,725 | |
2025 | 1,122 | |
2026 | 681 | |
2027 | 696 | |
2028 | 164 | |
Thereafter | 19,887 | |
Total undiscounted lease payments | 24,275 | |
Less imputed interest | (15,851) | |
Total lease liabilities | $ 8,424 | $ 8,900 |
Interest Rate Derivatives - Sum
Interest Rate Derivatives - Summary of Interest Rate Swap Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Interest Rate Swap $150M Notional, Strike Rate 2.87100% | ||
Derivative [Line Items] | ||
Effective Date | Jul. 27, 2022 | |
Maturity Date | May 26, 2027 | |
interest Strike Rate | 2.817% | |
Current Notional Value | $ 150,000 | $ 150,000 |
Fair Value | $ 5,922 | 3,894 |
Interest Rate Swap $150M Notional, Strike Rate 2.87150% | ||
Derivative [Line Items] | ||
Effective Date | Jul. 27, 2022 | |
Maturity Date | May 26, 2027 | |
interest Strike Rate | 2.8175% | |
Current Notional Value | $ 150,000 | 150,000 |
Fair Value | $ 5,913 | 3,886 |
Interest Rate Swap $200M Notional, Strike Rate 3.98500% | ||
Derivative [Line Items] | ||
Effective Date | Apr. 03, 2023 | |
Maturity Date | Jun. 30, 2025 | |
interest Strike Rate | 3.985% | |
Current Notional Value | $ 200,000 | 200,000 |
Fair Value | $ 1,990 | 951 |
Interest Rate Swap $100M Notional, Strike Rate 3.96625% | ||
Derivative [Line Items] | ||
Effective Date | Apr. 03, 2023 | |
Maturity Date | Jun. 30, 2025 | |
interest Strike Rate | 3.96625% | |
Current Notional Value | $ 100,000 | 100,000 |
Fair Value | $ 1,018 | 503 |
Interest Rate Swap $100M Notional, Strike Rate 3.95300% | ||
Derivative [Line Items] | ||
Effective Date | Apr. 03, 2023 | |
Maturity Date | Jun. 30, 2025 | |
interest Strike Rate | 3.953% | |
Current Notional Value | $ 100,000 | 100,000 |
Fair Value | $ 1,034 | 522 |
Interest Rate Swap $60M Notional, Strike Rate 3.71000% | ||
Derivative [Line Items] | ||
Effective Date | Apr. 03, 2023 | |
Maturity Date | Jul. 30, 2026 | |
interest Strike Rate | 3.71% | |
Current Notional Value | $ 60,000 | 60,000 |
Fair Value | $ 860 | $ 140 |
Interest Rate Derivatives - Add
Interest Rate Derivatives - Additional Information (Detail) $ in Millions | Mar. 31, 2024 USD ($) |
Derivative Instrument Detail [Abstract] | |
Increase in interest expense | $ (10.2) |
Interest Rate Derivatives - Imp
Interest Rate Derivatives - Impact of Interest Rate Swaps on Consolidated Statements of Operations - (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2023 | Aug. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative [Line Items] | ||||
Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”) | $ 14,671 | $ 13,701 | ||
Derivative, Reclassification Period | 5 years | 10 years | ||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Total interest expense presented in the Consolidated Statement of Operations in which the effects of cash flow hedges are recorded (line item “Interest expense”) | 14,671 | 13,701 | ||
Interest Rate Swap | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||||
Derivative [Line Items] | ||||
Amount of gain (loss) recognized in AOCI on derivatives | 10,361 | (4,206) | ||
Reclassification out of Accumulated Other Comprehensive Income | Interest Rate Swap | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||||
Derivative [Line Items] | ||||
Amount of loss reclassified from AOCI into earnings under “Interest expense” | $ 3,382 | $ 1,136 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis by Level within Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | $ 16,737 | $ 9,896 |
Total Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | 16,737 | 9,896 |
Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | 16,737 | 9,896 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Interest rate swap asset | $ 0 | $ 0 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | $ 3,349,120 | $ 2,225,914 |
Carrying Value | 122,900 | 122,800 |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Notes Payable | 3,225,672 | 2,077,169 |
Loans Receivable | 127,841 | 129,908 |
Fair Value | Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Notes Payable | 0 | 0 |
Loans Receivable | 0 | 0 |
Fair Value | Significant Other Observable Inputs (Level 2) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Notes Payable | 0 | 0 |
Loans Receivable | 0 | 0 |
Fair Value | Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Notes Payable | 3,225,672 | 2,077,169 |
Loans Receivable | 127,841 | 129,908 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | 3,349,120 | 2,225,914 |
Carrying Value | $ 122,899 | $ 122,784 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 214,096 | $ 186,236 |
Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Revenues | $ 100 | $ 200 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | 3 Months Ended |
Mar. 31, 2024 USD ($) tenant | |
Commitments And Contingencies [Line Items] | |
Commitments for tenant improvements and construction work | $ 232,800,000 |
Cash, FDIC Insured Amount | $ 250,000 |
Customer Concentration Risk | Base Rent | |
Commitments And Contingencies [Line Items] | |
Number of major tenants | tenant | 0 |
Customer Concentration Risk | Total Rental Revenues | |
Commitments And Contingencies [Line Items] | |
Concentration risk percentage | 5% |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding (in shares) | 6,450,000 | 6,450,000 |
Liquidation Preference | $ 161,250,000 | $ 161,250,000 |
5.875% Series B Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Dividend Rate | 5.875% | |
Preferred stock, shares outstanding (in shares) | 3,000,000 | 3,000,000 |
Liquidation Preference | $ 75,000,000 | $ 75,000,000 |
5.625% Series C Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Dividend Rate | 5.625% | |
Preferred stock, shares outstanding (in shares) | 3,450,000 | 3,450,000 |
Liquidation Preference | $ 86,250,000 | $ 86,250,000 |
Equity - Common Stock (Detail)
Equity - Common Stock (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||
May 10, 2023 | Feb. 17, 2023 | May 27, 2022 | Mar. 31, 2024 | Mar. 31, 2024 | |
At The Market Equity Offering Program, $1 Billion | |||||
Class of Stock [Line Items] | |||||
Maximum aggregate offering amount | $ 1,000 | ||||
At The Market Equity Offering Program, $1.25 Billion | |||||
Class of Stock [Line Items] | |||||
Maximum aggregate offering amount | $ 1,250 | ||||
Value of shares available under ATM | $ 927.4 | $ 927.4 | |||
ATM Programs | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | 3,010,568 | ||||
Sale Of Stock, Net Proceeds From Settlement Of Forward Sale Agreement | $ 164.5 | ||||
Sale Of Stock, Forward Sale Agreement, Net Forward Sale Price Per Share | $ 54.65 | ||||
2023 Forward Equity Offering | |||||
Class of Stock [Line Items] | |||||
Sale Of Stock, Forward Sale Agreement, Net Forward Price | $ 55.24 | ||||
Sale Of Stock, Net Proceeds From Settlement Of Forward Sale Agreement | $ 125.7 | ||||
Sale Of Stock, Forward Sale Agreement, Net Forward Sale Price Per Share | $ 55.79 | ||||
Sale Of Stock, Number Of Shares Sold And Borrowed By Forward Purchasers | 13,500,000 | 2,253,034 | 2,253,034 | ||
2024 Forward Equity Offering | |||||
Class of Stock [Line Items] | |||||
Sale Of Stock, Net Proceeds From Settlement Of Forward Sale Agreement | $ 835.4 | ||||
Sale Of Stock, Forward Sale Agreement, Net Forward Sale Price Per Share | $ 48.63 | ||||
Sale Of Stock, Number Of Shares Sold And Borrowed By Forward Purchasers | 17,179,318 | 17,179,318 | |||
Sale Of Stock Forward Sale Agreement Initial Forward Price (in usd per share) | $ 48.61 |
Equity - Summary of the Compone
Equity - Summary of the Components of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 8,143,905 | $ 6,923,342 |
Other comprehensive income (loss) before reclassifications | 10,361 | (4,206) |
Amounts reclassified from accumulated other comprehensive income to interest expense | (3,382) | (1,136) |
Net current period other comprehensive income (loss) | 6,979 | (5,342) |
Less: other comprehensive (income) loss attributable to noncontrolling interests | (229) | 212 |
Other comprehensive income (loss) attributable to common stockholders | 6,750 | (5,130) |
Ending Balance | 8,415,279 | 7,558,310 |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning Balance | 7,172 | 8,247 |
Net current period other comprehensive income (loss) | 6,750 | (5,130) |
Ending Balance | $ 13,922 | $ 3,117 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interests (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Conversion of OP Units to common stock | $ 0 | $ 0 | |
Contractual purchase price | 1,080,800,000 | ||
Liquidation Preference | $ 161,250,000 | $ 161,250,000 | |
4.43937% Cumulative Redeemable Convertible Preferred Units | |||
Class of Stock [Line Items] | |||
Dividend Rate | 4.43937% | ||
4.00% Cumulative Redeemable Convertible Preferred Units | Properties Acquired on March 5, 2020 and June 19, 2020 | |||
Class of Stock [Line Items] | |||
Dividend Rate | 4% | ||
Series 3 CPOP Units | Long Beach Business Park [Member] | |||
Class of Stock [Line Items] | |||
Dividend Rate | 3% | ||
Noncontrolling Interests | |||
Class of Stock [Line Items] | |||
Conversion of OP Units to common stock | $ (2,140,000) | $ (650,000) | |
Noncontrolling Interests | LTIP Units | Operating Partnership | |||
Class of Stock [Line Items] | |||
Operating partnership units outstanding (in shares) | 945,164 | ||
Noncontrolling Interests | Performance Units | Operating Partnership | |||
Class of Stock [Line Items] | |||
Operating partnership units outstanding (in shares) | 1,146,943 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of OP units to common stock (in shares) | 53,949 | 16,778 | |
Conversion of OP Units to common stock | $ 1,000 | $ 0 | |
Total Stockholders’ Equity | |||
Class of Stock [Line Items] | |||
Conversion of OP Units to common stock | $ 2,140,000 | $ 650,000 | |
Partnership Interest | Noncontrolling Interests | OP Units | |||
Class of Stock [Line Items] | |||
Operating partnership units outstanding (in shares) | 5,517,108 | ||
Operating Partnership | Partnership Interest | Noncontrolling Interests | |||
Class of Stock [Line Items] | |||
Noncontrolling interest percentage ownership in Operating Partnership | 3.40% |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Second Amended and Restated 2013 Incentive Award Plan | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Common stock, shares reserved for future issuance | shares | 552,791 |
Unrecognized compensation expense related to non-vested shares | $ | $ 65.3 |
Weighted average remaining vesting period | 28 months |
Performance Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Unvested Units, Quarterly Distribution Per Unit, Percentage Of OP Units distribution Paid | 10% |
Incentive Award Plan - Schedule
Incentive Award Plan - Schedule of Nonvested Restricted Stock Activity (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Shares tendered in accordance with terms of plan to satisfy tax withholding (in shares) | 38,164 | 29,281 |
Restricted Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 348,440 | |
Granted (in shares) | 214,292 | |
Forfeited (in shares) | (18,073) | |
Vested (in shares) | (105,540) | |
Ending balance (in shares) | 439,119 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (in dollars per share) | $ 59.07 | |
Granted (in dollars per share) | 55.07 | |
Forfeited (in dollars per share) | 59.75 | |
Vested (in dollars per share) | 57.17 | |
Ending balance (in dollars per share) | $ 57.55 | |
LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 368,905 | |
Granted (in shares) | 48,842 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | (48,952) | |
Ending balance (in shares) | 368,795 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (in dollars per share) | $ 54.19 | |
Granted (in dollars per share) | 52.85 | |
Forfeited (in dollars per share) | 0 | |
Vested (in dollars per share) | 53.80 | |
Ending balance (in dollars per share) | $ 54.06 |
Incentive Award Plan - Vesting
Incentive Award Plan - Vesting Schedule of the Nonvested Shares of Restricted Stock Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance period | 3 years | |
Restricted Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 439,119 | 348,440 |
Restricted Common Stock | April 1, 2024 - December 31, 2024 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 26,244 | |
Restricted Common Stock | 2025 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 145,373 | |
Restricted Common Stock | 2026 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 120,286 | |
Restricted Common Stock | 2027 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 94,566 | |
Restricted Common Stock | 2028 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 52,650 | |
LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 368,795 | 368,905 |
LTIP Units | April 1, 2024 - December 31, 2024 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 143,865 | |
LTIP Units | 2025 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 135,665 | |
LTIP Units | 2026 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 73,693 | |
LTIP Units | 2027 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 11,032 | |
LTIP Units | 2028 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 4,540 | |
Performance Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 1,740,217 | |
Performance period | 3 years | |
Performance Units | April 1, 2024 - December 31, 2024 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 366,004 | |
Performance Units | 2025 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 673,188 | |
Performance Units | 2026 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 701,025 | |
Performance Units | 2027 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 0 | |
Performance Units | 2028 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested shares (in shares) | 0 |
Incentive Award Plan - Compensa
Incentive Award Plan - Compensation Expense (Details) - Second Amended and Restated 2013 Incentive Award Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expensed share-based compensation | $ 9,088 | $ 8,178 |
Capitalized share-based compensation | 370 | 195 |
Total share-based compensation | $ 9,458 | $ 8,373 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income | $ 64,277 | $ 63,570 |
Less: Preferred stock dividends | (2,314) | (2,314) |
Less: net income attributable to noncontrolling interests | (2,906) | (3,064) |
Less: Net income attributable to participating securities | (418) | (320) |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 58,639 | 57,872 |
Net income attributable to common stockholders - diluted | $ 58,639 | $ 57,872 |
Denominator: | ||
Weighted average shares of common stock outstanding - basic (in shares) | 214,401,661 | 195,366,969 |
Effect of dilutive securities (in shares) | 36,252 | 412,038 |
Weighted average shares of common stock outstanding - diluted (in shares) | 214,437,913 | 195,779,007 |
Earnings per share — Basic | ||
Net income attributable to common stockholders - basic (in dollars per share) | $ 0.27 | $ 0.30 |
Earnings per share — Diluted | ||
Net income attributable to common stockholders - diluted (in dollars per share) | $ 0.27 | $ 0.30 |
Earnings Per Share - TSR Perfor
Earnings Per Share - TSR Performance Percentile (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance period | 3 years |
Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance period | 3 years |
Subsequent Events - Summary of
Subsequent Events - Summary of Acquired Wholly Owned Property Acquisitions (Details) $ in Thousands | 3 Months Ended | ||
Apr. 05, 2024 USD ($) ft² building | Mar. 31, 2024 USD ($) ft² building | Oct. 26, 2023 a | |
Subsequent Event [Line Items] | |||
Rentable Square Feet | 3,242,562 | 150 | |
Number of Buildings | building | 50 | ||
Contractual purchase price | $ | $ 1,080,800 | ||
4422 Airport Drive | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Date of Acquisition | Apr. 05, 2024 | ||
Rentable Square Feet | ft² | 88,283 | ||
Number of Buildings | building | 1 | ||
Contractual purchase price | $ | $ 26,725 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 10, 2024 | Apr. 09, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 16, 2024 | |
Subsequent Event [Line Items] | |||||
Distributions paid to preferred unitholders | $ 797 | $ 798 | |||
OP Units | Partnership Interest | Noncontrolling Interests | |||||
Subsequent Event [Line Items] | |||||
Operating partnership units outstanding (in shares) | 5,517,108 | ||||
4.43937% Cumulative Redeemable Convertible Preferred Units | |||||
Subsequent Event [Line Items] | |||||
Dividend Rate | 4.43937% | ||||
Subsequent Event | OP Units | Partnership Interest | Noncontrolling Interests | |||||
Subsequent Event [Line Items] | |||||
Operating partnership units outstanding (in shares) | 593,960 | ||||
Subsequent Event | 4.43937% Cumulative Redeemable Convertible Preferred Units | |||||
Subsequent Event [Line Items] | |||||
Partners' Capital Account, Units, Converted | 593,960 | ||||
Distributions paid to preferred unitholders | $ 30 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | 2360-2364 East Sturgis Road | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Contractual Sales Price | $ 10,000 |
Subsequent Events - Dividends D
Subsequent Events - Dividends Declared (Details) - $ / shares | 3 Months Ended | ||
Apr. 15, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.4175 | $ 0.38 | |
Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.4175 | ||
Dividends Payable, Date of Record | Jun. 28, 2024 | ||
Dividends Payable, Date to be Paid | Jul. 15, 2024 | ||
OP Units | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date of Record | Jun. 28, 2024 | ||
Distributions declared (in dollars per share) | $ 0.4175 | ||
Distribution Made to Limited Partner, Distribution Date | Jul. 15, 2024 | ||
5.875% Series B Cumulative Redeemable Preferred Stock | |||
Subsequent Event [Line Items] | |||
Dividend Rate | 5.875% | ||
Preferred Stock, Dividends Per Share, Declared | $ 0.367188 | 0.367188 | |
5.875% Series B Cumulative Redeemable Preferred Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date of Record | Jun. 14, 2024 | ||
Dividends Payable, Date to be Paid | Jun. 28, 2024 | ||
Dividend Rate | 5.875% | ||
Preferred Stock, Dividends Per Share, Declared | $ 0.367188 | ||
5.625% Series C Cumulative Redeemable Preferred Stock | |||
Subsequent Event [Line Items] | |||
Dividend Rate | 5.625% | ||
Preferred Stock, Dividends Per Share, Declared | $ 0.351563 | $ 0.351563 | |
5.625% Series C Cumulative Redeemable Preferred Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date of Record | Jun. 14, 2024 | ||
Dividends Payable, Date to be Paid | Jun. 28, 2024 | ||
Dividend Rate | 5.625% | ||
Preferred Stock, Dividends Per Share, Declared | $ 0.351563 | ||
4.00% Cumulative Redeemable Convertible Preferred Units | Subsequent Event | 4.00% Cumulative Redeemable Convertible Preferred Units | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date of Record | Jun. 14, 2024 | ||
Distributions declared (in dollars per share) | $ 0.45 | ||
Distribution Made to Limited Partner, Distribution Date | Jun. 28, 2024 | ||
Dividend Rate | 4% | ||
Series 3 CPOP Units | Subsequent Event | Series 3 CPOP Units | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date of Record | Jun. 14, 2024 | ||
Distributions declared (in dollars per share) | $ 0.545462 | ||
Distribution Made to Limited Partner, Distribution Date | Jun. 28, 2024 | ||
Dividend Rate | 3% |