rexr-20230208
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
FORM 8-K  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2023
REXFORD INDUSTRIAL REALTY, INC.
(Exact name of registrant as specified in its charter) 
 
Maryland001-3600846-2024407
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer Identification No.)
11620 Wilshire Boulevard, Suite 1000
 Los Angeles
California90025
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (310966-1680

N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolsName of each exchange on which registered
Common Stock, $0.01 par valueREXRNew York Stock Exchange
5.875% Series B Cumulative Redeemable Preferred StockREXR-PBNew York Stock Exchange
5.625% Series C Cumulative Redeemable Preferred StockREXR-PCNew York Stock Exchange
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 8, 2023, Rexford Industrial Realty, Inc. (“Rexford Industrial”) issued a press release announcing its earnings for the quarter ended December 31, 2022, and distributed certain supplemental financial information. On February 8, 2023, Rexford Industrial also posted the supplemental financial information on its website located at www.rexfordindustrial.com.  Copies of the press release and supplemental financial information are furnished herewith as Exhibits 99.1 and 99.2, respectively.
The information included in this Current Report on Form 8-K under this Item 2.02 (including Exhibits 99.1 and 99.2 hereto) are being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 7.01 REGULATION FD DISCLOSURE  
As discussed in Item 2.02 above, Rexford Industrial issued a press release announcing its earnings for the quarter ended December 31, 2022 and distributed certain supplemental information. On February 8, 2023, Rexford Industrial also posted the supplemental financial information on its website located at www.rexfordindustrial.com.  
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of the Exchange Act, or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 and 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)    Exhibits.
 
Exhibit
Number
  Description
99.1
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Rexford Industrial Realty, Inc.
February 8, 2023
 
/s/ Michael S. Frankel
 Michael S. Frankel
Co-Chief Executive Officer
(Principal Executive Officer)
 Rexford Industrial Realty, Inc.
February 8, 2023
 
/s/ Howard Schwimmer
 Howard Schwimmer
Co-Chief Executive Officer
(Principal Executive Officer)


Document
Exhibit 99.1
https://cdn.kscope.io/387310e2654ac60ad42b6bd51ab6b42b-rexlogo11520a05.jpg
Rexford Industrial Announces Fourth Quarter and Full Year 2022 Financial Results

Los Angeles, California - February 8, 2023 - Rexford Industrial Realty, Inc. (the “Company” or “Rexford Industrial”) (NYSE: REXR), a real estate investment trust (“REIT”) focused on creating value by investing in and operating industrial properties within Southern California infill markets, today announced financial and operating results for the fourth quarter and full year of 2022.

Fourth Quarter 2022 Financial and Operational Highlights:
Net income attributable to common stockholders of $40.7 million, or $0.22 per diluted share, as compared to $34.8 million, or $0.23 per diluted share, for the prior year quarter.
Company share of Core FFO of $90.3 million, an increase of 29.8% as compared to the prior year quarter.
Company share of Core FFO per diluted share of $0.49, an increase of 8.9% as compared to the prior year quarter.
Consolidated Portfolio Net Operating Income (NOI) of $136.4 million, an increase of 35.7% as compared to the prior year quarter.
Same Property Portfolio NOI increased 7.3% and Same Property Portfolio Cash NOI increased 10.7% as compared to the prior year quarter.
98.0% Average Same Property Portfolio occupancy.
Comparable rental rates on 1.1 million rentable square feet of new and renewal leases increased by 77.0% compared to prior rents on a GAAP basis and by 52.4% on a cash basis.
Acquired 11 properties for an aggregate purchase price of $357.9 million.
Issued a total of 6.5 million shares of common stock for total net proceeds of $388.0 million.
Ended the quarter with a low-leverage balance sheet measured by a net debt-to-enterprise value ratio of 14.9%.
Subsequent to quarter end, the Company declared a quarterly dividend of $0.38 per share, an increase of 20.6% from the prior rate of $0.315 per share.

Full Year 2022 Financial and Operational Highlights:
Net income attributable to common stockholders of $157.5 million, or $0.92 per diluted share, as compared to $111.8 million, or $0.80 per diluted share, for the prior year.
Company share of Core FFO of $334.7 million, an increase of 45.3% as compared to the prior year.
Company share of Core FFO per diluted share of $1.96, an increase of 19.5% as compared to the prior year.
Consolidated Portfolio NOI of $480.1 million, an increase of 39.6% as compared to the prior year.
Same Property Portfolio NOI increased 7.4% and Same Property Portfolio Cash NOI increased 10.5% as compared to the prior year.
98.7% Average Same Property Portfolio occupancy.
Comparable rental rates on 5.1 million rentable square feet of new and renewal leases increased by 80.9% compared to prior rents on a GAAP basis and by 58.8% on a cash basis.
Acquired 61 properties for an aggregate purchase price of $2.4 billion and sold one property for a sales price of $16.5 million.
Issued a total of 28.3 million shares of common stock for total net proceeds of $1.8 billion.
Received credit rating upgrades to BBB+ (Fitch, S&P) and Baa2 (Moody’s)

“Rexford Industrial, the nation’s largest pure-play, U.S.-focused industrial REIT, delivered exceptional fourth quarter and full year results enabled by our differentiated strategy focused on value creation within infill Southern California, the nation’s highest-demand with lowest-supply major industrial market. For the full year, our team increased Core FFO by 45% and Core FFO per share by 20% compared to the prior year. We executed 5.1 million square feet of new and



renewal leases at leasing spreads of 81% and 59% on a GAAP and cash basis, respectively. Our proprietary acquisition sourcing generated a record $2.4 billion of investments within our premier infill Southern California industrial market, 90% of which were transacted on an off-market or lightly marketed basis. During the year, we stabilized seven repositioning projects totaling $140.1 million dollars in total investment, at an aggregate 8.9% unlevered stabilized yield. Thanks to the extraordinary results delivered by our team, we are pleased to increase our dividend by 21%, reflecting our continued commitment to delivering superior total shareholder returns,” stated Michael Frankel and Howard Schwimmer, Co-Chief Executive Officers of the Company. “Looking forward, our in-place portfolio is poised to deliver significant embedded NOI growth through an estimated 73% net effective mark-to-market on in-place leases and with over 3.3 million square feet of value-add repositioning and redevelopment projects underway or in our near-term pipeline. We also continue to source accretive investment opportunities, with $405 million of investments closed year-to-date and an additional pipeline of over $125 million of acquisitions under contract or accepted offer, which are subject to customary closing conditions. Our low leverage balance sheet achieves the dual outcome associated with protecting our business during uncertain economic times while also positioning the Company to capitalize upon highly-accretive internal and external growth opportunities that drive long-term value-creation for our shareholders.”

Financial Results:

The Company reported net income attributable to common stockholders for the fourth quarter of $40.7 million, or $0.22 per diluted share, compared to $34.8 million, or $0.23 per diluted share, for the prior year quarter. The net income in the prior year quarter includes $6.6 million of gains on sale of real estate. For the year ended December 31, 2022, net income attributable to common stockholders was $157.5 million, or $0.92 per diluted share, compared to $111.8 million, or $0.80 per diluted share for the prior year. The net income for the year ended December 31, 2022, includes $8.5 million of gains on sale of real estate, as compared to $33.9 million for the prior year.

The Company reported Core FFO for the fourth quarter of $90.3 million, representing a 29.8% increase compared to $69.6 million for the prior year quarter. The Company reported Core FFO of $0.49 per diluted share, representing an increase of 8.9% compared to $0.45 per diluted share for the prior year quarter. For the year ended December 31, 2022, Core FFO was $334.7 million, representing a 45.3% increase compared to $230.3 million for the prior year. For the year ended December 31, 2022, the Company reported Core FFO of $1.96 per diluted share, representing an increase of 19.5% compared to $1.64 per diluted share for the prior year.

In the fourth quarter, the Company’s consolidated portfolio NOI and Cash NOI increased 35.7% and 31.2%, respectively, compared to the prior year quarter. For the year ended December 31, 2022, the Company’s consolidated portfolio NOI and Cash NOI increased 39.6% and 35.7%, respectively, compared to the prior year.

In the fourth quarter, the Company’s Same Property Portfolio NOI and Cash NOI increased 7.3% and 10.7%, respectively, compared to the prior year quarter. For the year ended December 31, 2022, the Company’s Same Property Portfolio NOI and Cash NOI increased 7.4% and 10.5%, respectively compared to the prior year.




Operating Results:

Fourth quarter and full year 2022 leasing activity demonstrates strong tenant demand fundamentals within Rexford Industrial’s target Southern California infill markets:

Q4-2022 Leasing Activity (1)
Releasing Spreads
# of Leases Executed
SF of Leasing
GAAP
Cash
New Leases
40411,428109.2%64.9%
Renewal Leases
77736,12465.0%47.8%
Total Leases
1171,147,55277.0%52.4%

Full Year 2022 Leasing Activity (1)
Releasing Spreads
# of Leases ExecutedSF of LeasingGAAPCash
New Leases1642,077,97688.9%61.6%
Renewal Leases2783,029,73777.9%57.7%
Total Leases
4425,107,71380.9%58.8%
(1)Leasing activity reflects the removal of a 197,892 square foot lease previously reported in the Company’s press release published on January 9, 2023. The Company subsequently terminated the lease and is in negotiation to lease the space at more favorable terms compared to the prior lease.

As of December 31, 2022, the Company’s Same Property Portfolio occupancy was 98.1%. Average Same Property Portfolio occupancy for the fourth quarter and full year 2022 was 98.0% and 98.7%, respectively. As of December 31, 2022, the Company’s consolidated portfolio, excluding value-add repositioning assets, was 97.9% occupied and 97.9% leased, and the Company’s consolidated portfolio, including value-add repositioning assets, was 94.6% occupied and 94.7% leased.

As of February 8, 2023, lease expirations for the full year 2023 total 5.8 million rentable square feet, representing approximately 15% of total portfolio rentable square feet. The net effective and cash mark-to-market on the 2023 expiring leases is estimated to be approximately 75% and 61%, respectively. The portfolio-wide mark-to-market is estimated to be 73% on a net effective basis and 58% on a cash basis.

Transaction Activity:

During the fourth quarter of 2022, the Company completed seven acquisitions representing 11 properties with 0.9 million square feet of buildings on 46.8 acres of land, including 2.8 acres of land for near term redevelopment, for an aggregate purchase price of $357.9 million. These investments generate a weighted average unlevered initial yield of 4.2% and a projected weighted average initial stabilized yield on total investment of 5.4%.

During the full year 2022, the Company completed 52 acquisitions representing 61 properties with 5.9 million square feet of buildings on 319.6 acres of land, including 31.5 acres of land for near term redevelopment, for an aggregate purchase price of $2.4 billion. In aggregate, these investments generate a weighted average unlevered initial yield of 3.2% and a projected weighted average initial stabilized yield on total investment of 4.8%. Additionally, the Company sold one property for an aggregate sales price of $16.5 million, which generated 9.1% unlevered IRR on investment.

Subsequent to the fourth quarter of 2022, the Company completed two acquisitions totaling 1.2 million square feet of buildings on 52.3 acres of land for an aggregate purchase price of $405.0 million. This includes one transaction not previously disclosed that was acquired in late January.

10545 Production Avenue, Fontana, located within the Inland Empire - West submarket for $365.0 million, or $331 per square foot. The 1.1 million square foot Class-A, cross-dock industrial building is situated on 45.9 acres of land and is currently occupied by a single tenant through a sale leaseback. The stabilized investment generates an initial unlevered yield on total investment of 5.0%, growing by 4.0% annual contractual increases.



According to CBRE, the vacancy rate in the 331 million square foot Inland Empire – West submarket was 1.1% as of the fourth quarter 2022.

During the fourth quarter of 2022, the Company stabilized two repositioning projects and one redevelopment project totaling 240,292 square feet and $67.5 million of total investment at a weighted average 8.9% unlevered stabilized yield. For the full year 2022, the Company has stabilized seven repositioning/redevelopment projects with 644,512 square feet and $140.1 million of total investment at a weighted average 8.9% unlevered stabilized yield.

Balance Sheet:
The Company ended the fourth quarter with $36.8 million in cash on hand and $1.0 billion available under its unsecured revolving credit facility. As of December 31, 2022, the Company had $2.0 billion of outstanding debt, with an average interest rate of 3.5% and an average term-to-maturity of 5.6 years. The Company has no significant debt maturities until 2024.

In the fourth quarter of 2022, the Company executed the following equity transactions:

A public offering of 11,846,425 shares of common stock subject to forward equity sale agreements, including 346,425 shares related to the partial exercise of the underwriters' option to purchase additional shares, at a public offering price of $56.00 per share for an offering value of $663.4 million. In December 2022, the Company partially settled these forward equity sale agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million.
The at-the-market equity offering program ("ATM"), selling 636,884 shares of common stock subject to forward equity sale agreements at an average price of $55.85 per share for a gross value of $35.6 million. As of December 31, 2022, the ATM program had approximately $165.4 million of remaining capacity.
Settlement of outstanding forward equity sale agreements from the prior quarter ATM forward execution by issuing 2,903,245 shares of common stock for net proceeds of $189.3 million.

In October 2022, the Company refinanced its $60 million amortizing term loan expiring in August 2023. The new $60.0 million term loan, which has a maturity date of October 27, 2024 with three one-year extension options, bears interest at 1-month SOFR, increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum.

In November 2022, Rexford Industrial’s senior unsecured rating was upgraded by Fitch to BBB+ from BBB with a stable outlook.

Subsequent to the fourth quarter of 2022, the Company partially settled the outstanding forward equity sale agreements related to the public offering by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million.

As of February 8, 2023, the Company had approximately $72.9 million of net forward proceeds remaining for settlement. For the total net forward proceeds, settlement is to occur prior to November 2023 for $35.2 million and prior to May 2024 for $37.7 million.

Dividends:

On February 6, 2023, the Company’s Board of Directors declared a dividend in the amount of $0.38 per share for the first quarter of 2023, payable in cash on April 17, 2023, to common stockholders and common unit holders of record as of March 31, 2023.

On February 6, 2023, the Company’s Board of Directors declared a quarterly dividend of $0.367188 per share of its Series B Cumulative Redeemable Preferred Stock and a quarterly dividend of $0.351563 per share of its Series C Cumulative Redeemable Preferred Stock, payable in cash on March 31, 2023, to preferred stockholders of record as of March 15, 2023.




Guidance

The Company is initiating its full year 2023 guidance as indicated below. The Core FFO guidance refers only to the Company’s in-place portfolio as of February 8, 2023, and does not include any assumptions for other acquisitions, dispositions or related balance sheet activities that have not closed. Please refer to the Company’s supplemental information package for a complete list of guidance and 2023 Guidance Rollforward.

2023 Outlook (1)
2022 Actual2023 Guidance
Net Income Attributable to Common Stockholders per diluted share$0.92$0.94 - $0.98
Company share of Core FFO per diluted share$1.96$2.08 - $2.12
Same Property Portfolio NOI Growth - GAAP7.4%7.50% - 8.50%
Same Property Portfolio NOI Growth - Cash10.5%9.25% - 10.25%
Average Same Property Portfolio Occupancy (Full Year) (2)
98.7%97.5% - 98.0%
General and Administrative Expenses (3)
$64.3M$75.0M - $76.0M
Net Interest Expense$48.5M$64.0M - $66.0M
(1)2023 Guidance represents the in-place portfolio as of February 8, 2023, and does not include any assumptions for prospective acquisitions, dispositions or related balance sheet activities that have not closed.
(2)2023 Same Property Portfolio ending occupancy is projected to be 98.0%.
(3)2023 General and Administrative expense guidance includes estimated non-cash equity compensation expense of $35.0 million. Non-cash equity compensation includes restricted stock, time-based LTIP units and performance units that are tied to the Company’s overall performance and may or may not be realized based on actual results.

A number of factors could impact the Company’s ability to deliver results in line with its guidance, including, but not limited to, the potential impacts related to the COVID-19 pandemic, interest rates, inflation, the economy, the supply and demand of industrial real estate, the availability and terms of financing to the Company or to potential acquirers of real estate and the timing and yields for divestment and investment. There can be no assurance that the Company can achieve such results.

Supplemental Information and Investor Presentation:

The Company’s supplemental financial reporting package as well as an updated investor presentation are available on the Company’s investor relations website at www.ir.rexfordindustrial.com.

Earnings Release, Investor Conference Webcast and Conference Call:

A conference call with senior management will be held on Thursday, February 9, 2023, at 1:00 p.m. Eastern Time.

To participate in the live telephone conference call, please access the following dial-in numbers at least five minutes prior to the start time.
1-877-407-0789 (for domestic callers)
1-201-689-8562 (for international callers)

Conference call playback will be available through March 9, 2023 and can be accessed using the following numbers and pass code 13734260.
1-844-512-2921 (for domestic callers)
1-412-317-6671 (for international callers)

A live webcast and replay of the conference call will also be available at www.ir.rexfordindustrial.com.




About Rexford Industrial:

Rexford Industrial creates value by investing in, operating and redeveloping industrial properties throughout infill Southern California, the world's fourth largest industrial market and consistently the highest-demand with lowest-supply major market in the nation. The Company’s highly differentiated strategy enables internal and external growth opportunities through its proprietary value creation and asset management capabilities. Rexford Industrial’s high-quality, irreplaceable portfolio comprises 358 properties with approximately 43.6 million rentable square feet occupied by a stable and diverse tenant base. Structured as a real estate investment trust (REIT) listed on the New York Stock Exchange under the ticker “REXR,” Rexford Industrial is an S&P MidCap 400 Index member. For more information, please visit www.rexfordindustrial.com.

Forward Looking Statements:

This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and other filings with the Securities and Exchange Commission. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
  



Definitions / Discussion of Non-GAAP Financial Measures:

Funds from Operations (FFO): We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, gains (or losses) from sales of assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs and amortization of above/below-market lease intangibles) and after adjustments for unconsolidated joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, other than temporary impairments of unconsolidated real estate entities, and impairment on our investment in real estate, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. A reconciliation of net income, the nearest GAAP equivalent, to FFO is set forth below in the Financial Statements and Reconciliations section. “Company Share of FFO” reflects FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders.

Core Funds from Operations (Core FFO): We calculate Core FFO by adjusting FFO for non-comparable items outlined in the “Reconciliation of Net Income to Funds From Operations and Core Funds From Operations” table which is located in the Financial Statements and Reconciliations section below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by the Company to be part of its on-going operating performance, provides a more meaningful and consistent comparison of the Company’s operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs’ Core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company Share of Core FFO” reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders.

Reconciliation of Net Income Attributable to Common Stockholders per Diluted Share Guidance to Company Share of Core FFO per Diluted Share Guidance:

The following is a reconciliation of the Company’s 2023 guidance range of net income attributable to common stockholders per diluted share, the most directly comparable forward-looking GAAP financial measure, to Company share of Core FFO per diluted share.
2023 Estimate
LowHigh
Net income attributable to common stockholders$0.94 $0.98 
Company share of depreciation and amortization1.14 1.14 
Company share of Core FFO$2.08 $2.12 


Net Operating Income (NOI): NOI is a non-GAAP measure, which includes the revenue and expense directly attributable to our real estate properties. NOI is calculated as rental income from real estate operations less property expenses (before interest expense, depreciation and amortization). We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense and gains (or losses) from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization



expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have a real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs.

NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP. We use NOI to help evaluate the performance of the Company as a whole, as well as the performance of our Same Property Portfolio. A calculation of NOI for our Same Property Portfolio, as well as a reconciliation of net income to NOI for our Same Property Portfolio, is set forth below in the Financial Statements and Reconciliations section.

Cash NOI: Cash NOI is a non-GAAP measure, which we calculate by adding or subtracting from NOI: (i) fair value lease revenue and (ii) straight-line rent adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP. We use Cash NOI to help evaluate the performance of the Company as a whole, as well as the performance of our Same Property Portfolio. A calculation of Cash NOI for our Same Property Portfolio, as well as a reconciliation of net income to Cash NOI for our Same Property Portfolio, is set forth below in the Financial Statements and Reconciliations section.

Same Property Portfolio: Our 2022 Same Property Portfolio is a subset of our consolidated portfolio and includes properties that were wholly owned by us for the period from January 1, 2021 through December 31, 2022, and excludes properties that were acquired or sold during the period from January 1, 2021 through December 31, 2022, and properties acquired prior to January 1, 2021, that were classified as current or future repositioning, redevelopment or lease-up during 2021 or 2022 (unless otherwise noted), which we believe significantly affected the properties’ results during the comparative periods. As of December 31, 2022, our 2022 Same Property Portfolio consists of 224 properties aggregating 28,584,482 rentable square feet.

Properties and Space Under Repositioning: Typically defined as properties or units where a significant amount of space is held vacant in order to implement capital improvements that improve the functionality (not including basic refurbishments, i.e., paint and carpet), cash flow and value of that space. A repositioning is generally considered complete once the investment is fully or nearly fully deployed and the property is available for occupancy. We consider a repositioning property to be stabilized at the earlier of the following: (i) upon reaching 90% occupancy or (ii) one year from the date of completion of repositioning construction work.

Net Debt to Enterprise Value: As of December 31, 2022, we had consolidated indebtedness of $2.0 billion, reflecting a net debt to enterprise value of approximately 14.9%. Our enterprise value is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt. Our net debt is defined as our consolidated indebtedness less cash and cash equivalents.

Contact:

Aric Chang
Senior Vice President, Investor Relations and Capital Markets
310.734.6952
achang@rexfordindustrial.com



Financial Statements and Reconciliations:

Rexford Industrial Realty, Inc.
Consolidated Balance Sheets
(In thousands except share data)
December 31, 2022December 31, 2021
(unaudited)
ASSETS  
Land$5,841,195 $4,143,021 
Buildings and improvements3,370,494 2,588,836 
Tenant improvements147,632 127,708 
Furniture, fixtures, and equipment132 132 
Construction in progress110,934 71,375 
Total real estate held for investment9,470,387 6,931,072 
Accumulated depreciation(614,332)(473,382)
Investments in real estate, net8,856,055 6,457,690 
Cash and cash equivalents36,786 43,987 
Restricted cash— 11 
Rents and other receivables, net15,227 11,027 
Deferred rent receivable, net88,144 61,511 
Deferred leasing costs, net45,080 32,940 
Deferred loan costs, net4,829 1,961 
Acquired lease intangible assets, net169,986 132,158 
Acquired indefinite-lived intangible5,156 5,156 
Interest rate swap asset11,422 — 
Other assets24,973 19,066 
Acquisition related deposits1,625 8,445 
Assets associated with real estate held for sale, net— 7,213 
Total Assets$9,259,283 $6,781,165 
LIABILITIES & EQUITY  
Liabilities  
Notes payable$1,936,381 $1,399,565 
Interest rate swap liability— 7,482 
Accounts payable, accrued expenses and other liabilities97,496 65,833 
Dividends and distributions payable62,033 40,143 
Acquired lease intangible liabilities, net147,384 127,017 
Tenant security deposits71,935 57,370 
Prepaid rents20,712 15,829 
Liabilities associated with real estate held for sale— 231 
Total Liabilities2,335,941 1,713,470 
Equity  
Rexford Industrial Realty, Inc. stockholders’ equity 
Preferred stock, $0.01 par value per share, 10,050,000 shares authorized:
5.875% series B cumulative redeemable preferred stock, 3,000,000 shares outstanding at December 31, 2022 and December 31, 2021 ($75,000 liquidation preference)
72,443 72,443 
5.625% series C cumulative redeemable preferred stock, 3,450,000 shares outstanding at December 31, 2022 and December 31, 2021 ($86,250 liquidation preference)
83,233 83,233 
Common Stock,$ 0.01 par value per share, 489,950,000 authorized and 189,114,129 and 160,511,482 shares outstanding at December 31, 2022 and December 31, 2021, respectively
1,891 1,605 
Additional paid in capital6,646,867 4,828,292 
Cumulative distributions in excess of earnings(255,743)(191,120)
Accumulated other comprehensive loss8,247 (9,874)
Total stockholders’ equity6,556,938 4,784,579 
Noncontrolling interests366,404 283,116 
Total Equity6,923,342 5,067,695 
Total Liabilities and Equity$9,259,283 $6,781,165 



Rexford Industrial Realty, Inc.
Consolidated Statements of Operations
(Unaudited and in thousands, except per share data)

 Three Months Ended December 31,Year Ended December 31,
 2022202120222021
REVENUES  
Rental income$178,422 $132,593 $630,578 $451,733 
Management and leasing services160 118 616 468 
Interest income10 37 
TOTAL REVENUES178,587 132,712 631,204 452,238 
OPERATING EXPENSES
Property expenses42,055 32,090 150,503 107,721 
General and administrative19,733 15,009 64,264 48,990 
Depreciation and amortization56,568 41,221 196,794 151,269 
TOTAL OPERATING EXPENSES118,356 88,320 411,561 307,980 
OTHER EXPENSES
Other expenses815 1,262 1,561 1,297 
Interest expense13,670 10,367 48,496 40,139 
TOTAL EXPENSES132,841 99,949 461,618 349,416 
Loss on extinguishment of debt(38)— (915)(505)
Gains on sale of real estate— 6,617 8,486 33,929 
NET INCOME45,708 39,380 177,157 136,246 
Less: net income attributable to noncontrolling interests(2,431)(2,153)(9,573)(8,005)
NET INCOME ATTRIBUTABLE TO REXFORD INDUSTRIAL REALTY, INC.43,277 37,227 167,584 128,241 
Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
Less: original issuance costs of redeemed preferred stock— — — (3,349)
Less: earnings attributable to participating securities (240)(145)(845)(568)
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$40,722 $34,768 $157,481 $111,761 
Net income attributable to common stockholders per share basic
$0.22 $0.23 $0.92 $0.80 
Net income attributable to common stockholders per share diluted
$0.22 $0.23 $0.92 $0.80 
Weighted-average shares of common stock outstanding – basic184,162 152,270 170,467 139,295 
Weighted-average shares of common stock outstanding – diluted184,558 153,873 170,978 140,076 





Rexford Industrial Realty, Inc.
Same Property Portfolio Occupancy and NOI and Cash NOI
(Unaudited, dollars in thousands)
 
 
Same Property Portfolio Occupancy:
December 31,
20222021Change (basis points)
Quarterly Weighted Average Occupancy:(1)
Los Angeles County98.2%98.7%(50) bps
Orange County99.3%99.4%(10) bps
Riverside / San Bernardino County95.4%99.8%(440) bps
San Diego County98.7%99.2%(50) bps
Ventura County99.6%98.0%160 bps
Same Property Portfolio Weighted Average Occupancy98.0%99.0%(100) bps
Ending Occupancy:98.1%99.1%(100) bps
(1)Calculated by averaging the occupancy rate at the end of each month in 4Q-2022 and September 2022 (for 4Q-2022) and the end of each month in 4Q-2021 and September 2021 (for 4Q-2021).



Same Property Portfolio NOI and Cash NOI:    
Three Months Ended December 31,Year Ended December 31,
20222021$ Change% Change20222021$ Change% Change
Rental income$103,854 $98,516 $5,338 5.4 %$409,737 $381,297 $28,440 7.5 %
Property expenses24,368 24,457 (89)(0.4)%96,646 89,776 6,870 7.7 %
Same Property Portfolio NOI$79,486 $74,059 $5,427 7.3 %$313,091 $291,521 $21,570 7.4 %
Straight line rental revenue adjustment(1,081)(2,530)1,449 (57.3)%(9,332)(13,394)4,062 (30.3)%
Amortization of above/below market lease intangibles(1,348)(1,911)563 (29.5)%(6,082)(8,818)2,736 (31.0)%
Same Property Portfolio Cash NOI$77,057 $69,618 $7,439 10.7 %$297,677 $269,309 $28,368 10.5 %




Rexford Industrial Realty, Inc.
Reconciliation of Net Income to NOI, Cash NOI, Same Property Portfolio NOI and
Same Property Portfolio Cash NOI
(Unaudited and in thousands)

Three Months Ended December 31,Year Ended December 31,
2022202120222021
Net income$45,708 $39,380 $177,157 $136,246 
General and administrative19,733 15,009 64,264 48,990 
Depreciation and amortization56,568 41,221 196,794 151,269 
Other expenses815 1,262 1,561 1,297 
Interest expense13,670 10,367 48,496 40,139 
Loss on extinguishment of debt38 — 915 505 
Management and leasing services(160)(118)(616)(468)
Interest income(5)(1)(10)(37)
Gains on sale of real estate— (6,617)(8,486)(33,929)
Net operating income (NOI)$136,367 $100,503 $480,075 $344,012 
Straight line rental revenue adjustment(7,467)(5,999)(31,220)(20,903)
Amortization of above/below market lease intangibles(1)
(12,959)(6,154)(31,209)(15,443)
Cash NOI$115,941 $88,350 $417,646 $307,666 
NOI$136,367 $100,503 $480,075 $344,012 
Non-Same Property Portfolio rental income(74,568)(34,077)(220,841)(70,436)
Non-Same Property Portfolio property expenses17,687 7,633 53,857 17,945 
Same Property Portfolio NOI$79,486 $74,059 $313,091 $291,521 
Straight line rental revenue adjustment(1,081)(2,530)(9,332)(13,394)
Amortization of above/below market lease intangibles(1,348)(1,911)(6,082)(8,818)
Same Property Portfolio Cash NOI$77,057 $69,618 $297,677 $269,309 

(1)The amortization of net below-market lease intangibles for the three months and year ended December 31, 2022, includes the write-off of $5,792 that is attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.



Rexford Industrial Realty, Inc.
Reconciliation of Net Income to Funds From Operations and Core Funds From Operations
(Unaudited and in thousands, except per share data)
 
 Three Months Ended December 31,Year Ended December 31,
 2022202120222021
Net income$45,708 $39,380 $177,157 $136,246 
Adjustments:  
Depreciation and amortization56,568 41,221 196,794 151,269 
Gains on sale of real estate— (6,617)(8,486)(33,929)
Funds From Operations (FFO)$102,276 $73,984 $365,465 $253,586 
Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
Less: original issuance costs of redeemed preferred stock— — — (3,349)
Less: FFO attributable to noncontrolling interests(1)
(4,591)(3,528)(16,963)(13,195)
Less: FFO attributable to participating securities(2)
(387)(258)(1,296)(914)
Company share of FFO$94,983 $67,884 $337,948 $223,565 
Company Share of FFO per common share – basic$0.52 $0.45 $1.98 $1.60 
Company Share of FFO per common share – diluted$0.51 $0.44 $1.98 $1.60 
FFO$102,276 $73,984 $365,465 $253,586 
Adjustments:  
Acquisition expenses162 59 613 94 
Impairment of right-of-use asset— 992 — 992 
Loss on extinguishment of debt38 — 915 505 
Amortization of loss on termination of interest rate swaps59 734 253 2,169 
Non-capitalizable demolition costs663 — 663 — 
Write-offs of below-market lease intangibles related to unexercised renewal options(3)
(5,792)— (5,792)— 
Core FFO$97,406 $75,769 $362,117 $257,346 
Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
Less: Core FFO attributable to noncontrolling interest(1)
(4,405)(3,599)(16,838)(13,504)
Less: Core FFO attributable to participating securities(2)
(368)(265)(1,282)(943)
Company share of Core FFO$90,318 $69,591 $334,739 $230,336 
Company share of Core FFO per common share – basic$0.49 $0.46 $1.96 $1.65 
Company share of Core FFO per common share – diluted$0.49 $0.45 $1.96 $1.64 
Weighted-average shares of common stock outstanding – basic184,162 152,270 170,467 139,295 
Weighted-average shares of common stock outstanding – diluted184,558 153,873 170,978 140,076 
(1)Noncontrolling interests relate to interests in the Company’s operating partnership, represented by common units and preferred units (Series 1, 2 & 3 CPOP units) of partnership interests in the operating partnership that are owned by unit holders other than the Company.
(2)Participating securities include unvested shares of restricted stock, unvested LTIP units and unvested performance units.
(3)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.

Document
Exhibit 99.2
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Table of Contents.
SectionPage
Corporate Data:
Guidance
Consolidated Financial Results:
Portfolio Data:

Disclosures:
Forward-Looking Statements: This supplemental package contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements presented herein are based on management’s beliefs and assumptions and information currently available to management. Such statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. These risks and uncertainties include, without limitation: general risks affecting the real estate industry (including, without limitation, the market value of our properties, the inability to enter into or renew leases at favorable rates, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate); risks associated with the disruption of credit markets or a global economic slowdown; risks associated with the potential loss of key personnel (most importantly, members of senior management); risks associated with our failure to maintain our status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; possible adverse changes in tax and environmental laws; an epidemic or pandemic (such as the outbreak and worldwide spread of novel coronavirus (COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities may implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned factors and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period; litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes, and potential liability for uninsured losses and environmental contamination.
For a further discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements, see Item 1A. Risk Factors in our 2021 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (“SEC”) on February 17, 2022. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
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Investor Company Summary.
Executive Management Team
Howard SchwimmerCo-Chief Executive Officer, Director
Michael S. FrankelCo-Chief Executive Officer, Director
Laura ClarkChief Financial Officer
David LanzerGeneral Counsel and Corporate Secretary
Board of Directors
Richard ZimanChairman
Howard SchwimmerCo-Chief Executive Officer, Director
Michael S. FrankelCo-Chief Executive Officer, Director
Robert L. AntinDirector
Diana J. IngramDirector
Angela L. KleimanDirector
Debra L. MorrisDirector
Tyler H. RoseLead Independent Director
Investor Relations Information
Aric Chang
SVP, Investor Relations and Capital Markets
achang@rexfordindustrial.com
(310) 734-6952
Equity Research Coverage
BofA SecuritiesCamille Bonnel(416) 369-2140
BMO Capital MarketsJohn Kim(212) 885-4115
BNP Paribas ExaneNate Crossett(646) 725-3716
Citigroup Investment ResearchCraig Mailman(212) 816-4471
Green Street AdvisorsVince Tibone(949) 640-8780
J.P. Morgan SecuritiesMichael Mueller(212) 622-6689
Jefferies LLCJonathan Petersen(212) 284-1705
Robert W. Baird & Co.David Rodgers(216) 737-7341
StifelStephen Manaker(212) 271-3716
Wells Fargo SecuritiesBlaine Heck(443) 263-6529
Wolfe ResearchAndrew Rosivach(646) 582-9250
Disclaimer: This list may not be complete and is subject to change as firms add or delete coverage of our company. Please note that any opinions, estimates, forecasts or predictions regarding our historical or predicted performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or predictions of Rexford Industrial Realty, Inc. or its management. We are providing this listing as a service to our stockholders and do not by listing these firms imply our endorsement of, or concurrence with, such information, conclusions or recommendations. Interested persons may obtain copies of analysts’ reports on their own; we do not distribute these reports.
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Company Overview.
For the Quarter Ended December 31, 2022
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Highlights - Consolidated Financial Results.
Quarterly Results(in millions)

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Financial and Portfolio Highlights and Capitalization Data. (1)
(in thousands except share and per share data and portfolio statistics)
Three Months Ended
December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
Financial Results:
Total rental income$178,422$162,581$148,987$140,588$132,593
Net income$45,708$41,648$40,901$48,900$39,380
Net Operating Income (NOI)$136,367$122,967$113,582$107,159$100,503
Company share of Core FFO$90,318$86,120$81,671$76,630$69,591
Company share of Core FFO per common share - diluted$0.49$0.50$0.49$0.48$0.45
Adjusted EBITDA$129,451$117,532$108,329$101,546$95,804
Dividend declared per common share$0.315$0.315$0.315$0.315$0.240
Portfolio Statistics:
Portfolio rentable square feet (“RSF”)42,403,73541,716,18239,441,05538,133,16636,922,021
Ending occupancy94.6%94.5%95.2%96.3%96.3%
Ending occupancy excluding repositioning/redevelopment(2)
97.9%97.8%98.8%99.2%99.5%
Rent Change - GAAP77.0%88.6%83.0%71.1%34.2%
Rent Change - Cash52.4%62.9%61.5%56.9%21.5%
Same Property Portfolio Performance:
Same Property Portfolio ending occupancy(3)
98.1%98.4%98.9%99.3%99.1%
Same Property Portfolio NOI growth(4)
7.3%7.2%7.0%8.0%
Same Property Portfolio Cash NOI growth(4)
10.7%9.7%10.1%11.7%
Capitalization:
Total shares and units issued and outstanding at period end(5)
196,399,792189,606,738178,087,557171,153,722166,663,680
Series B and C Preferred Stock and Series 1, 2 and 3 CPOP Units$241,068$241,068$241,068$241,068$229,068
Total equity market capitalization$10,972,353$10,100,618$10,497,130$13,007,424$13,747,159
Total consolidated debt$1,950,515$1,948,390$1,673,936$1,537,486$1,413,121
Total combined market capitalization (net debt plus equity)$12,886,082$12,011,867$12,136,749$14,496,066$15,116,293
Ratios:
Net debt to total combined market capitalization14.9%15.9%13.5%10.3%9.1%
Net debt to Adjusted EBITDA (quarterly results annualized)3.7x4.1x3.8x3.7x3.6x
(1)For definition/discussion of non-GAAP financial measures and reconciliations to their nearest GAAP equivalents, see the definitions section & reconciliation section beginning on page 33 and page 12 of this report, respectively.
(2)Beginning in Q3-22, “Ending occupancy excluding repositioning/redevelopment” excludes “Other Repositioning” projects as well as those listed individually on pages 26-27. Prior quarters have been adjusted to conform to the current definition.
(3)Reflects the ending occupancy for the current 2022 Same Property Portfolio for each period presented. For historical ending occupancy as reported in prior Supplemental packages, see “SPP Historical Information” on page 36.
(4)Represents the year over year percentage change in NOI and Cash NOI for the Same Property Portfolio.
(5)Includes the following # of OP Units/vested LTIP units held by noncontrolling interests: 7,560,079 (Dec 31, 2022), 7,305,749 (Sep 30, 2022), 7,305,749 (Jun 30, 2022), 6,417,107 (Mar 31, 2022) and 6,401,377 (Dec 31, 2021). Excludes the following # of shares of unvested restricted stock: 274,416 (Dec 31, 2022), 275,717 (Sep 30, 2022), 282,611 (Jun 30, 2022), 280,972 (Mar 31, 2022) and 249,179 (Dec 31, 2021). Excludes unvested LTIP units and unvested performance units.
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Guidance.
As of December 31, 2022
2023 OUTLOOK*
METRICYTD RESULTS AS OF DECEMBER 31, 20222023
GUIDANCE
Net Income Attributable to Common Stockholders per diluted share (1)(2)
$0.92$0.94 - $0.98
Company share of Core FFO per diluted share (1)(2)
$1.96$2.08 - $2.12
Same Property Portfolio NOI Growth - GAAP (3)
7.4%7.50% - 8.50%
Same Property Portfolio NOI Growth - Cash (3)
10.5%9.25% - 10.25%
Average Same Property Portfolio Occupancy (Full Year) (3)
98.7%97.5% - 98.0%
General and Administrative Expenses (4)
$64.3M$75.0M - $76.0M
Net Interest Expense$48.5M$64.0M - $66.0M
(1)Our 2023 Net Income and Core FFO guidance refers to the Company's in-place portfolio as of February 8, 2023, and does not include any assumptions for prospective acquisitions, dispositions or related balance sheet activities that have not closed.
(2)See page 37 for a reconciliation of the Company’s 2023 guidance range of net income attributable to common stockholders per diluted share, the most directly comparable forward-looking GAAP financial measure, to Company share of Core FFO per diluted share.
(3)Our 2023 Same Property Portfolio is a subset of our consolidated portfolio and includes properties that were wholly owned by us for the period from January 1, 2022 through February 8, 2023 and excludes properties that were or will be classified as repositioning/redevelopment (current and future) or lease-up during 2022 and 2023 (unless otherwise noted). As of January 1, 2023, our 2023 Same Property Portfolio consists of 259 properties aggregating 33.0 million rentable square feet. Same Property Portfolio Occupancy at year end 2023 is projected to be 98.0%.
(4)Our 2023 General and Administrative expense guidance includes estimated non-cash equity compensation expense of $35.0 million.
* A number of factors could impact the Company’s ability to deliver results in line with its guidance, including, but not limited to, the impact of the ongoing COVID-19 pandemic, interest rates, inflation, the economy, the supply and demand of industrial real estate, the availability and terms of financing to the Company or to potential acquirers of real estate and the timing and yields for divestment and investment. There can be no assurance that the Company can achieve such results.
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Guidance (Continued).
As of December 31, 2022
2023 Guidance Rollforward(1)
Earnings ComponentsRange
($ per share)
Notes
2022 Core FFO Per Diluted Share
$1.96$1.96
Same Property Portfolio NOI Growth0.170.19
Guidance range of 7.50% - 8.50% SPP NOI Growth
Repositioning/Redevelopment NOI0.010.02Incremental contribution from repositioning/redevelopment completions
2022 Acquisitions0.300.312022 Acquisitions projected to contribute incremental NOI of ~$55M
2023 Acquisitions Closed to Date0.090.09YTD closed $405M of acquisitions; no prospective activity is assumed for guidance purposes
Net General & Administrative Expenses (2)
(0.06)(0.07)
Guidance range of $75.0M - $76.0M
Net Interest Expense(0.10)(0.09)
Guidance range of $64.0M - $66.0M
Other (3)
(0.29)(0.29)Includes incremental impact of 2022/2023 equity issuance
2023 Core FFO Per Diluted Share Guidance $2.08$2.12
Core FFO Annual Growth Per Diluted Share
(excludes prospective acquisitions)
6%8%
(1)2023 Guidance and Guidance Rollforward represent the in-place portfolio as of February 8, 2023, and does not include any assumptions for prospective acquisitions, dispositions or related balance sheet activities that have not closed.
(2)2023 General and Administrative expense guidance includes estimated non-cash equity compensation expense of $35.0 million. Non-cash equity compensation includes performance-based units that are tied to the Company's overall performance and may or may not be realized based on actual results. The current G&A guidance range contemplates the impact of performance based compensation based on the company achieving the low or high end of its Core FFO guidance range.
(3)As of December 31, 2022, 188.8 million shares were outstanding, excluding restricted shares, compared to the weighted average diluted shares outstanding of 171.0 million in 2022. "Other" includes the full year impact related to equity issuance in 2022 and 2023 year-to-date, plus estimated funding for 2023 in-process and pipeline repositioning and redevelopment projected disclosed on pages 26 and 27.
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Consolidated Balance Sheets.
(unaudited and in thousands)
December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
ASSETS
Land$5,841,195 $5,559,795 $4,896,343 $4,466,240 $4,143,021 
Buildings and improvements3,370,494 3,275,572 2,923,571 2,737,575 2,588,836 
Tenant improvements147,632 141,413 136,905 131,169 127,708 
Furniture, fixtures, and equipment132 132 132 132 132 
Construction in progress110,934 88,545 90,192 71,147 71,375 
  Total real estate held for investment9,470,387 9,065,457 8,047,143 7,406,263 6,931,072 
Accumulated depreciation(614,332)(576,004)(538,711)(505,196)(473,382)
Investments in real estate, net8,856,055 8,489,453 7,508,432 6,901,067 6,457,690 
Cash and cash equivalents36,786 37,141 34,317 48,844 43,987 
Restricted cash— — — — 11 
Rents and other receivables, net15,227 12,592 10,382 11,130 11,027 
Deferred rent receivable, net88,144 81,867 75,024 67,832 61,511 
Deferred leasing costs, net45,080 42,758 37,343 33,703 32,940 
Deferred loan costs, net4,829 5,184 5,532 1,729 1,961 
Acquired lease intangible assets, net(1)
169,986 175,913 164,764 153,665 132,158 
Acquired indefinite-lived intangible5,156 5,156 5,156 5,156 5,156 
Interest rate swap asset11,422 12,565 — — — 
Other assets24,973 27,868 19,513 22,671 19,066 
Acquisition related deposits1,625 8,200 18,475 18,275 8,445 
Assets associated with real estate held for sale, net(2)
— — — — 7,213 
Total Assets$9,259,283 $8,898,697 $7,878,938 $7,264,072 $6,781,165 
LIABILITIES & EQUITY
Liabilities
Notes payable$1,936,381 $1,934,082 $1,660,521 $1,524,279 $1,399,565 
Interest rate swap liability— — — 1,212 7,482 
Accounts payable, accrued expenses and other liabilities97,496 113,770 81,742 85,465 65,833 
Dividends and distributions payable62,033 59,926 56,300 54,115 40,143 
Acquired lease intangible liabilities, net(3)
147,384 154,851 149,580 135,275 127,017 
Tenant security deposits71,935 69,756 64,436 61,701 57,370 
Prepaid rents20,712 19,992 14,661 14,265 15,829 
Liabilities associated with real estate held for sale(2)
— — — — 231 
Total Liabilities2,335,941 2,352,377 2,027,240 1,876,312 1,713,470 
Equity
Preferred stock155,676 155,676 155,676 155,676 155,676 
Common stock1,891 1,826 1,711 1,650 1,605 
Additional paid in capital6,646,867 6,254,853 5,556,819 5,133,875 4,828,292 
Cumulative distributions in excess of earnings(255,743)(237,135)(216,588)(198,999)(191,120)
Accumulated other comprehensive income (loss)8,247 9,223 (2,974)(3,674)(9,874)
Total stockholders’ equity6,556,938 6,184,443 5,494,644 5,088,528 4,784,579 
Noncontrolling interests366,404 361,877 357,054 299,232 283,116 
Total Equity6,923,342 6,546,320 5,851,698 5,387,760 5,067,695 
Total Liabilities and Equity$9,259,283 $8,898,697 $7,878,938 $7,264,072 $6,781,165 
(1)Includes net above-market tenant lease intangibles of $14,181 (December 31, 2022), $14,434 (September 30, 2022), $13,810 (June 30, 2022), $10,312 (March 31, 2022) and $10,671 (December 31, 2021). Balance also includes net below-market ground lease intangible of $12,847 (December 31, 2022), $12,888 (September 30, 2022), $12,929 (June 30, 2022), and $12,970 (March 31, 2022) related to a ground lease that was assumed by Company, for which the Company is the lessee, in connection with its acquisition of 2970 East 50th Street.
(2)At December 31, 2021, our property located at 28159 Avenue Stanford was classified as held for sale.
(3)Represents net below-market tenant lease intangibles as of the balance sheet date.
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Consolidated Statements of Operations.
Quarterly Results(unaudited and in thousands, except share and per share data)
Three Months Ended
Dec 31, 2022Sep 30, 2022Jun 30, 2022Mar 31, 2022Dec 31, 2021
Revenues
Rental income(1)
$178,422 $162,581 $148,987 $140,588 $132,593 
Management and leasing services160 163 130 163 118 
Interest income
Total Revenues178,587 162,747 149,118 140,752 132,712 
Operating Expenses
Property expenses42,055 39,614 35,405 33,429 32,090 
General and administrative19,733 14,951 14,863 14,717 15,009 
Depreciation and amortization56,568 51,146 46,609 42,471 41,221 
Total Operating Expenses118,356 105,711 96,877 90,617 88,320 
Other Expenses
Other expenses815 413 295 38 1,262 
Interest expense13,670 14,975 10,168 9,683 10,367 
Total Expenses132,841 121,099 107,340 100,338 99,949 
Loss on extinguishment of debt(38)— (877)— — 
Gains on sale of real estate— — — 8,486 6,617 
Net Income45,708 41,648 40,901 48,900 39,380 
Less: net income attributable to noncontrolling interests(2,431)(2,368)(2,290)(2,484)(2,153)
Net income attributable to Rexford Industrial Realty, Inc. 43,277 39,280 38,611 46,416 37,227 
Less: preferred stock dividends(2,315)(2,314)(2,315)(2,314)(2,314)
Less: earnings allocated to participating securities (240)(201)(203)(201)(145)
Net income attributable to common stockholders$40,722 $36,765 $36,093 $43,901 $34,768 
Earnings per Common Share
Net income attributable to common stockholders per share - basic$0.22 $0.21 $0.22 $0.27 $0.23 
Net income attributable to common stockholders per share - diluted$0.22 $0.21 $0.22 $0.27 $0.23 
Weighted average shares outstanding - basic184,161,577171,908,895164,895,701160,628,843152,270,435
Weighted average shares outstanding - diluted184,558,301172,831,173165,200,577161,048,592153,872,639
(1)We elected the “non-separation practical expedient” in ASC 842, which allows us to avoid separating lease and non-lease rental income. As a result of this election, all rental income earned pursuant to tenant leases, including tenant reimbursements, is reflected as one line, “Rental income,” in the consolidated statements of operations. Under the section “Rental Income” on page 36 in the definitions section of this report, we include a presentation of rental revenues, tenant reimbursements and other income for all periods because we believe this information is frequently used by management, investors, securities analysts and other interested parties to evaluate our performance.
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Consolidated Statements of Operations.
Quarterly Results (continued)(unaudited and in thousands, except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2022202120222021
Revenues
Rental income$178,422 $132,593 $630,578 $451,733 
Management and leasing services160 118 616 468 
Interest income10 37 
Total Revenues178,587 132,712 631,204 452,238 
Operating Expenses
Property expenses42,055 32,090 150,503 107,721 
General and administrative19,733 15,009 64,264 48,990 
Depreciation and amortization56,568 41,221 196,794 151,269 
Total Operating Expenses118,356 88,320 411,561 307,980 
Other Expenses
Other expenses815 1,262 1,561 1,297 
Interest expense13,670 10,367 48,496 40,139 
Total Expenses132,841 99,949 461,618 349,416 
Loss on extinguishment of debt(38)— (915)(505)
Gains on sale of real estate— 6,617 8,486 33,929 
Net Income45,708 39,380 177,157 136,246 
 Less: net income attributable to noncontrolling interests(2,431)(2,153)(9,573)(8,005)
Net income attributable to Rexford Industrial Realty, Inc. 43,277 37,227 167,584 128,241 
 Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
 Less: original issuance costs of redeemed preferred stock(1)
— — — (3,349)
 Less: earnings allocated to participating securities (240)(145)(845)(568)
Net income attributable to common stockholders$40,722 $34,768 $157,481 $111,761 
Net income attributable to common stockholders per share – basic$0.22 $0.23 $0.92 $0.80 
Net income attributable to common stockholders per share – diluted$0.22 $0.23 $0.92 $0.80 
Weighted-average shares of common stock outstanding – basic184,161,577 152,270,435 170,467,365 139,294,882 
Weighted-average shares of common stock outstanding – diluted184,558,301 153,872,639 170,978,272 140,075,689 
(1)In connection with the redemption of our Series A Preferred Stock on August 16, 2021, we recognized a non-cash charge of $3,349, as a reduction to net income attributable to common stockholders for the original issuance costs related to the Series A Preferred Stock.
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Non-GAAP FFO and Core FFO Reconciliations. (1)
(unaudited and in thousands, except share and per share data)
Three Months Ended
December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
Net Income$45,708 $41,648 $40,901 $48,900 $39,380 
Adjustments:
Depreciation and amortization56,568 51,146 46,609 42,471 41,221 
Gains on sale of real estate— — — (8,486)(6,617)
NAREIT Defined Funds From Operations (FFO)
102,276 92,794 87,510 82,885 73,984 
Less: preferred stock dividends(2,315)(2,314)(2,315)(2,314)(2,314)
Less: FFO attributable to noncontrolling interests(2)
(4,591)(4,454)(4,131)(3,787)(3,528)
Less: FFO attributable to participating securities(3)
(387)(306)(307)(296)(258)
Company share of FFO$94,983 $85,720 $80,757 $76,488 $67,884 
Company share of FFO per common share‐basic$0.52 $0.50 $0.49 $0.48 $0.45 
Company share of FFO per common share‐diluted$0.51 $0.50 $0.49 $0.47 $0.44 
FFO$102,276 $92,794 $87,510 $82,885 $73,984 
Adjustments:
Acquisition expenses162 359 56 36 59 
Impairment of right-of-use asset(4)
— — — — 992 
Loss on extinguishment of debt38 — 877 — — 
Amortization of loss on termination of interest rate swaps59 59 23 112 734 
Non-capitalizable demolition costs663 — — — — 
Write-offs of below-market lease intangibles related to unexercised renewal options(5)
(5,792)— — — — 
Core FFO 97,406 93,212 88,466 83,033 75,769 
Less: preferred stock dividends(2,315)(2,314)(2,315)(2,314)(2,314)
Less: Core FFO attributable to noncontrolling interests(2)
(4,405)(4,471)(4,169)(3,793)(3,599)
Less: Core FFO attributable to participating securities(3)
(368)(307)(311)(296)(265)
Company share of Core FFO$90,318 $86,120 $81,671 $76,630 $69,591 
Company share of Core FFO per common share‐basic$0.49 $0.50 $0.50 $0.48 $0.46 
Company share of Core FFO per common share‐diluted$0.49 $0.50 $0.49 $0.48 $0.45 
Weighted-average shares outstanding-basic184,161,577 171,908,895 164,895,701 160,628,843 152,270,435 
Weighted-average shares outstanding-diluted(6)
184,558,301 172,831,173 165,200,577 161,048,592 153,872,639 
(1)For a definition and discussion of non-GAAP financial measures, see the definitions section beginning on page 33 of this report.
(2)Noncontrolling interests relate to interests in the Company’s operating partnership, represented by common units and preferred units (Series 1, Series 2 and Series 3 CPOP units) of partnership interests in the operating partnership that are owned by unit holders other than the Company.
(3)Participating securities include unvested shares of restricted stock, unvested LTIP units and unvested performance units.
(4)Represents an impairment charge related to the right-of-use asset for one of our leased office spaces that we decided to sublease.
(5)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.
(6)Weighted-average shares outstanding-diluted includes adjustments for unvested performance units and shares issuable under forward equity sales agreements if the effect is dilutive for the reported period.
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Non-GAAP FFO and Core FFO Reconciliations. (1)
(unaudited and in thousands, except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2022202120222021
Net Income$45,708 $39,380 $177,157 $136,246 
Adjustments:
Depreciation and amortization56,568 41,221 196,794 151,269 
Gains on sale of real estate— (6,617)(8,486)(33,929)
Funds From Operations (FFO)102,276 73,984 365,465 253,586 
Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
Less: original issuance costs of redeemed preferred stock(2)
— — — (3,349)
Less: FFO attributable to noncontrolling interests(4,591)(3,528)(16,963)(13,195)
Less: FFO attributable to participating securities(387)(258)(1,296)(914)
Company share of FFO$94,983 $67,884 $337,948 $223,565 
Company share of FFO per common share‐basic$0.52 $0.45 $1.98 $1.60 
Company share of FFO per common share‐diluted$0.51 $0.44 $1.98 $1.60 
FFO$102,276 $73,984 $365,465 $253,586 
Adjustments:
Acquisition expenses162 59 613 94 
Impairment of right-of-use asset— 992 — 992 
Loss on extinguishment of debt38 — 915 505 
Amortization of loss on termination of interest rate swaps59 734 253 2,169 
Non-capitalizable demolition costs663 — 663 — 
Write-offs of below-market lease intangibles related to unexercised renewal options(3)
(5,792)— (5,792)— 
Core FFO97,406 75,769 362,117 257,346 
Less: preferred stock dividends(2,315)(2,314)(9,258)(12,563)
Less: Core FFO attributable to noncontrolling interests(4,405)(3,599)(16,838)(13,504)
Less: Core FFO attributable to participating securities(368)(265)(1,282)(943)
Company share of Core FFO$90,318 $69,591 $334,739 $230,336 
Company share of Core FFO per common share‐basic$0.49 $0.46 $1.96 $1.65 
Company share of Core FFO per common share‐diluted$0.49 $0.45 $1.96 $1.64 
Weighted-average shares outstanding-basic184,161,577 152,270,435 170,467,365 139,294,882 
Weighted-average shares outstanding-diluted184,558,301 153,872,639 170,978,272 140,075,689 
(1)For a definition and discussion of non-GAAP financial measures, see the definitions section beginning on page 33 of this report.
(2)In connection with the redemption of our Series A Preferred Stock on August 16, 2021, we recognized a non-cash charge of $3,349, as a reduction to net income attributable to common stockholders for the original issuance costs related to the Series A Preferred Stock.
(3)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.
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Non-GAAP AFFO Reconciliation. (1)
(unaudited and in thousands, except share and per share data)
Three Months Ended
December 31,
2022
September 30,
2022
June 30,
2022
March 31,
2022
December 31,
2021
Funds From Operations(2)
$102,276 $92,794 $87,510 $82,885 $73,984 
Adjustments: