Rexford Industrial Realty, Inc. (REXR) FY 2022 MD&A

Results of Operations

Our consolidated results of operations are often not comparable from period to period due to the effect of (i) property acquisitions, (ii) property dispositions and (iii) properties that are taken out of service for repositioning or redevelopment during the comparative reporting periods. Our “Total Portfolio” represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and repositioning/redevelopment and to highlight the operating results of our on-going business, we have separately presented the results of our “Same Property Portfolio.”

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

For the comparison of the years ended December 31, 2022 and 2021, our Same Property Portfolio includes all properties in our industrial portfolio that were wholly-owned by us for the period from January 1, 2021 through December 31, 2022, and that were stabilized prior to January 1, 2021, which consisted of 224 properties aggregating approximately 28.6 million rentable square feet. Results for our Same Property Portfolio exclude any properties that were acquired or sold during the period from January 1, 2021 through December 31, 2022, properties classified as current or future repositioning, redevelopment or lease-up during 2021 or 2022, interest income, interest expense and corporate general and administrative expenses.

For the comparison of the years ended December 31, 2022 and 2021, our Total Portfolio includes the properties in our Same Property Portfolio, the 114 properties aggregating approximately 11.6 million rentable square feet that were acquired during 2022 and 2021, and the six properties aggregating approximately 0.3 million rentable square feet that were sold during 2022 and 2021.

As of December 31, 2022 and 2021, our Same Property Portfolio occupancy was approximately 98.1% and 99.1%, respectively. For the years ended December 31, 2022 and 2021, our Same Property Portfolio weighted average occupancy was approximately 98.7% and 98.3%, respectively.

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Rental Income

The following table reports the breakdown of 2022 and 2021 rental income, as reported prior to the adoption of Accounting Standards Codification Topic 842, Leases (“ASC 842”) (dollars in thousands). We believe that the below presentation of rental income is not, and is not intended to be, a presentation in accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other interested parties to evaluate the Company’s performance.

Our Same Property Portfolio and Total Portfolio rental income increased by $28.4 million, or 7.5%, and $178.8 million, or 39.6%, respectively, during the year ended December 31, 2022, compared to the year ended December 31, 2021, for the reasons described below:

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(1) Rental Revenue

Our Same Property Portfolio and Total Portfolio rental revenue increased by $22.4 million, or 7.1%, and $146.7 million, or 39.1%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio rental revenue is primarily due to an increase in average rental rates on new and renewal leases and an increase in the weighted average occupancy of the portfolio, partially offset by a decrease of $2.7 million in amortization of net below-market lease intangibles. Our Total Portfolio rental revenue was also positively impacted by the incremental revenues from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in revenues from the six properties that were sold during 2021 and 2022.

(2) Tenant Reimbursements

Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $5.8 million, or 9.0%, and $31.2 million or 41.7%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021.  The increase in our Same Property Portfolio tenant reimbursements revenue is primarily due to an increase in recoverable property expenses, including higher reimbursable insurance expenses as a result of higher overall premiums and additional earthquake insurance coverage and higher reimbursable property tax expenses relating to California Proposition 13 annual increases, and an increase in the weighted average occupancy of the portfolio. Our Total Portfolio tenant reimbursements revenue was also impacted by the incremental reimbursements from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in reimbursements from the six properties that were sold during 2021 and 2022.

(3) Other Income

Our Same Property Portfolio and Total Portfolio other income increased by $0.3 million, or 36.6%, and $0.9 million, or 80.6%, respectively, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the recommencement in 2022 of charging fees for late rental payments, which until recently was prohibited due to COVID-19 related governmental measures. Our Total Portfolio other income was also impacted by an increase in miscellaneous income.

Management and Leasing Services

Our Total Portfolio management and leasing services revenue increased by $0.1 million, or 31.6%, for the year ended December 31, 2022, compared to the year ended December 31, 2021.

Interest Income

Our Total Portfolio interest income decreased by $27 thousand, or 73.0%, during the year ended December 31, 2022, compared to the year ended December 31, 2021.

Property Expenses

Our Same Property Portfolio and Total Portfolio property expenses increased by $6.9 million, or 7.7%, and $42.8 million, or 39.7%, respectively, during the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in our Same Property Portfolio property expenses is primarily due to increases in insurance expense resulting from higher overall premiums and additional earthquake insurance coverage, allocated overhead costs reflecting a higher employee headcount and labor costs and repairs and maintenance cost. Our Total Portfolio property expenses were also impacted by incremental expenses from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in property expenses from the six properties that were sold during 2021 and 2022.

General and Administrative

Our Total Portfolio general and administrative expenses increased by $15.3 million, or 31.2% for the year ended December 31, 2022, compared to the year ended December 31, 2021.  The increase is primarily due to increases in non-cash equity compensation expense, primarily related to performance unit equity grants made in 2021, payroll related costs and accrued bonus expense due to a higher employee headcount and rising labor costs.

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Depreciation and Amortization

Our Same Property Portfolio depreciation and amortization expense decreased by $5.2 million, or 4.2%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to acquisition-related in-place lease intangibles and tenant improvements becoming fully depreciated at certain properties during 2021 and 2022, partially offset by an increase in depreciation expense related to capital improvements placed into service during 2021 and 2022 and an increase in amortization of deferred leasing costs. Our Total Portfolio depreciation and amortization expense increased by $45.5 million, or 30.1%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to incremental expense from the 114 properties we acquired during 2021 and 2022, partially offset by the decrease in our Same Property Portfolio depreciation and amortization expense noted above.

Other Expenses

Our Total Portfolio other expenses increased by $0.3 million, or 20.4%, for the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to $0.7 million of construction demolition costs incurred in 2022 and an increase in acquisition expenses of $0.5 million, partially offset by a $1.0 million impairment charge in 2021 to reduce the carrying value of the right-of-use asset related to one of our leased office spaces that we decided to sublease as a result of the implementation of a work from home flexibility program in 2021.

Interest Expense

Our Total Portfolio interest expense increased by $8.4 million, or 20.8%, during the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in interest expense is primarily comprised of the following: (i) a $7.6 million increase related to the $400.0 million term loan facility borrowing we completed in July 2022, (ii) a $6.2 million increase related to the $300.0 million term loan facility borrowing we completed in May 2022 and the related interest rate swaps, (iii) a $5.8 million increase due to the issuance of $400.0 million of 2.15% senior notes in August 2021, (iv) a $4.8 million increase due to higher average outstanding borrowings under our unsecured revolving credit facility and an increase in LIBOR/SOFR rates, and (v) a $1.1 million increase related to the current and prior $60.0 million term loans primarily due to an increase in SOFR/LIBOR rates. These increases were partially offset by the following decreases: (i) a $7.7 million increase in capitalized interest related to repositioning and redevelopment activity, (ii) a $4.7 million decrease related to the repayment of the $225.0 million term loan facility and termination of the related interest rate swaps in August 2021, (iii) a $3.8 million decrease related to the repayment of the $150.0 million term loan facility and termination of the related interest rate swap in May 2022, and (iv) a $1.0 million decrease related to the interest rate swap that was terminated in November 2020 which had a loss balance in accumulated other comprehensive income/(loss) that was amortized into interest expense through August 2021.

Loss on Extinguishment of Debt

The loss on extinguishment of debt of $0.9 million for the year ended December 31, 2022, is primarily comprised of the write-off of $0.7 million of unamortized debt issuance costs related to the $150.0 million unsecured term loan facility we repaid in May 2022 in advance of the May 2025 maturity date and the write-off of $0.2 million of unamortized debt issuance costs attributable to one of the creditors departing the unsecured revolving credit facility when we amended our senior unsecured credit agreement in May 2022. The loss on extinguishment of debt of $0.5 million for the year ended December 31, 2021 represents the write-off of unamortized debt issuance costs related to the $225.0 million unsecured term loan facility that we repaid in September 2021 in advance of the January 2023 maturity date.

Gains on Sale of Real Estate

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

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.

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Non-GAAP Supplemental Measures: Funds From Operations and Core Funds From Operations

We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”).  FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint ventures.

Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.

We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders (which consists of preferred stock dividends, but excludes non-recurring preferred stock redemption charges related to the write-off of original issuance costs which we do not consider reflective of our on-going performance).

The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO and Core FFO (unaudited and in thousands):

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

(2)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised due to the termination of the lease at the end of the initial lease term.

(3)Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 1 CPOP Units, Series 2 CPOP Units and Series 3 CPOP Units.

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

Non-GAAP Supplemental Measures: NOI and Cash NOI

Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expense directly attributable to our real estate properties. NOI is calculated as rental income less property expenses (before interest expense, depreciation and amortization).

We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.

NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) fair value lease revenue and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.

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The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):

The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI (in thousands):

Non-GAAP Supplemental Measure: EBITDAre

We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.

We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.

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The following table sets forth a reconciliation of net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands):

Supplemental Guarantor Information

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At December 31, 2022, the Operating Partnership had issued and outstanding $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”) and the $400 Million Notes due 2031. The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $400 Million Notes due 2030 and $400 Million Notes due 2031 are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.

As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Financial Condition, Liquidity and Capital Resources

Overview

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, and distributions to our common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to the ATM program or issuing other securities as described below.

Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities.

As of December 31, 2022, we had:

•Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $2.0 billion, with $7.5 million due within 12 months.

•Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $322.4 million, of which $68.4 million is due within 12 months.

•Commitments of $114.2 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and

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•Operating lease commitments with aggregate lease payments of $27.2 million, of which $2.3 million is due within 12 months.

See “Note 5 – Notes Payable” to the consolidated financial statements included in Item 15 of this Report on Form 10-K for further details regarding the scheduled principal payments. Also see “Note 6 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments.

As of December 31, 2022, our cash and cash equivalents were $36.8 million, and we did not have any borrowings outstanding under our unsecured revolving credit facility, leaving $1.0 billion available for future borrowings.

Sources of Liquidity

Cash Flow from Operations

Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations.

ATM Program

On May 27, 2022, we established an ATM program pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.0 billion (the “Current 2022 ATM Program”). The Current 2022 ATM Program replaces our previous $750.0 million ATM program, which was established on January 13, 2022, under which we had sold shares of our common stock having an aggregate gross sales price of $697.5 million through May 27, 2022. In addition, we previously established a $750.0 million ATM program on November 9, 2020, under which we had sold shares of our common stock having an aggregate gross sales price of $743.9 million through January 13, 2022.

In connection with our ATM programs, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under ATM programs. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.

During the year ended December 31, 2022, we entered into forward equity sale agreements with certain financial institutions acting as forward purchasers under our various ATM programs with respect to 23,519,219 shares of common stock at a weighted average initial forward price of $64.29 per share. We did not receive any proceeds from the sale of common shares by the forward purchasers at the time we entered into forward equity sale agreements.

During the year ended December 31, 2022, we physically settled a portion of the aforementioned forward equity sale agreements and the outstanding forward equity sale agreement from 2021 by issuing 24,788,691 shares of our common stock for net proceeds of $1.6 billion, based on a weighted average forward price of $65.02 per share at settlement.

As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 636,884 shares of common stock, or approximately $35.2 million of forward net proceeds remaining for settlement to occur before November 2023, based on a forward price of $55.22 per share.

As of February 10, 2023, approximately $165.4 million of common stock remains available to be sold under the Current 2022 ATM Program. Future sales, if any, will depend on a variety of factors, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. We intend to use the net proceeds from the offering of shares under the Current 2022 ATM Program, if any, to fund potential acquisition opportunities, repay amounts outstanding from time to time under our unsecured revolving credit facility or other debt financing obligations, to fund our repositioning or redevelopment activities and/or for general corporate purposes.

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Securities Offerings

We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities.

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

In December 2022, we partially settled the 2022 Forward Offering Sale Agreements by issuing 3,554,704 shares of common stock for net proceeds of $198.7 million, based on a weighted average forward price of $55.90 per share at settlement.

In January 2023, we partially settled the outstanding 2022 Forward Offering Sale Agreements by issuing 7,617,013 shares of common stock in exchange for net proceeds of $425.0 million, based on a weighted average forward price of $55.80 per share at settlement.

As of February 10, 2023, the date of this Annual Report on Form 10-K, we had 674,708 shares of common stock, or approximately $37.7 million of forward net proceeds remaining for settlement to occur before May 2024, based on a forward sale price of $55.87 per share.

Capital Recycling

We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into a 1031 Exchange, when possible, to defer some or all of the taxable gains, if any, on dispositions.

During the year ended December 31, 2022, we completed the disposition of one property for a gross sales price of $16.5 million and net cash proceeds of $15.3 million. The net cash proceeds were used to partially fund the acquisition of one property during the year ended December 31, 2022, through a 1031 Exchange transaction.

We anticipate continuing to selectively and opportunistically dispose of properties, however, the timing of any potential future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.

Investment Grade Rating

During the year ended December 31, 2022, our credit ratings were raised to Baa2 (Stable outlook) from Baa3 (Stable outlook) by Moody’s and to BBB+ (Stable outlook) from BBB (Positive outlook) by both S&P and Fitch with respect to our Credit Agreement (described below), $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”), $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”), $400 Million Notes due 2030 and $400 Million Notes due 2031. During the year ended December 31, 2022, our credit ratings were raised to BBB- from BB+ by both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625% Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.

Credit Agreement

On May 26, 2022, we amended our credit agreement, which was comprised of a $700.0 million unsecured revolving credit facility that was scheduled to mature on February 13, 2024, by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement initially provided for (i) a senior unsecured term loan facility that permits aggregate borrowings of up to $300.0 million (the “$300 Million Term Loan”), all of which was borrowed at closing on May 26, 2022, and (ii) a senior unsecured revolving credit facility (the “Revolver”) in the aggregate principal amount of $1.0

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billion. On July 19, 2022, we exercised the accordion option under the Credit Agreement to add a $400.0 million unsecured term loan (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $800.0 million, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.

The Revolver is scheduled to mature on May 26, 2026 and has two six-month extension options available. The $400 Million Term Loan is scheduled to mature on July 19, 2024 and has two one-year extension options available. The $300 Million Term Loan matures on May 26, 2027.

Interest on the Credit Agreement is generally to be paid based upon, at our option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple SOFR plus the applicable margin or (iii) the applicable base rate (which is defined as the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate, (c) Term SOFR plus 1.00%, and (d) one percent (1.00%)) plus the applicable margin. Additionally, Term SOFR and Daily Simple SOFR will be increased by a 0.10% SOFR adjustment. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans, depending on our investment grade ratings. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and 0.00% to 0.40% per annum for base rate loans, depending on our investment grade ratings. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our investment grade ratings. The interest rate under the Credit Agreement is also subject to a favorable leverage-based adjustment if our ratio of total indebtedness to total asset value is less than 35.0%.

In addition, the Credit Agreement also features a sustainability-linked pricing component whereby the applicable margin and applicable credit facility fee can decrease by 0.04% and 0.01%, respectively, or increase by 0.04% and 0.01%, respectively, if we meet, or do not meet, certain sustainability performance targets, as applicable.

The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed.

The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

As of the filing date of this Annual Report on Form 10-K, we did not have any borrowings outstanding under the Revolver, leaving $1.0 billion available for future borrowings.

Uses of Liquidity

Acquisitions

One of our most significant liquidity needs has historically been for the acquisition of real estate properties. During the year ended December 31, 2022, we completed 52 acquisitions representing 61 properties with a combined 5.9 million rentable square feet of buildings on 319.6 acres of land for an aggregate purchase price of $2.4 billion. Subsequent to December 31, 2022, through the filing date of this Form 10-K, we have acquired two properties with a combined 1.2 million rentable square feet of buildings for an aggregate purchase price of $405.0 million, and we are actively monitoring a volume of properties in our markets that we believe represent attractive potential investment opportunities to continue to grow our business. As of the filing date of this Annual Report on Form 10-K, we have over $125.0 million of acquisitions under contract or accepted offer. There can be no assurance we will complete any such acquisitions. While the actual number of acquisitions that we complete will be dependent upon a number of factors, in the short term, we expect to fund our acquisitions through available cash on hand and proceeds from forward equity settlements, cash flows from operations, borrowings available under the Revolver, recycling capital through property dispositions and, in the long term, through the issuance of equity securities or proceeds from long-term secured and unsecured financings. See “Note 3 – Investments in Real Estate” to the consolidated financial statements for a summary of the properties we acquired during the year ended December 31, 2022.

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Recurring and Nonrecurring Capital Expenditures

Capital expenditures are considered part of both our short-term and long-term liquidity requirements. During the year ended December 31, 2022, we incurred $8.7 million of recurring capital expenditures, which was a decrease of $1.8 million from the prior year. During the year ended December 31, 2022, we incurred $111.1 million of non-recurring capital expenditures, which was an increase of $30.6 million over the prior year. The increase was primarily due to the increase in non-recurring capital expenditures related to repositioning and redevelopment activity during 2022 compared to 2021. As discussed above under “—Factors that May Influence Future Results —Acquisitions and Value-Add Repositioning and Redevelopment of Properties”, as of December 31, 2022, 17 of our properties were under current repositioning, redevelopment, or lease-up, and we have a pipeline of 12 additional properties for which we anticipate beginning construction work over the next five quarters. We currently estimate that approximately $385.2 million of capital will be required over the next three years (1Q-2023 through Q2-2025) to complete the repositioning/redevelopment of these properties. However, this estimate is based on our current construction plans and budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these projects through a combination of available cash on hand, proceeds from forward equity settlements, the issuance of common stock under the Current 2022 ATM Program, cash flow from operations and borrowings available under the Revolver.

Dividends and Distributions

In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.

On February 6, 2023, our board of directors declared the following quarterly cash dividends/distributions:

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Indebtedness Outstanding

The following table sets forth certain information with respect to our indebtedness outstanding as of December 31, 2022:

(1)Reflects the contractual interest rate under the terms of each loan as of December 31, 2022 and includes the effect of interest rate swaps that were effective as of December 31, 2022. See footnote (6) below. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver.

(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $14.1 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.

(3)The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. The applicable facility fee ranges from 0.125% to 0.30% per annum depending upon our investment grade rating, leverage ratio and sustainability performance metrics, which may change from time to time.

(4)The Revolver has two six-month extensions and the $400 Million Term Loan has two one-year extensions available at the borrower’s option, subject to certain terms and conditions.

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

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

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

The following table summarizes the composition of our outstanding debt between fixed-rate and variable-rate and secured and unsecured debt as of December 31, 2022:

(1)The weighted average remaining term to maturity of our debt is 5.6 years.

(2)Includes the effect of interest rate swaps that were effective as of December 31, 2022. Excludes the effect of amortization of debt issuance costs, premiums/discounts and the facility fee on the Revolver. Assumes Daily Simple SOFR of 4.300% and Term SOFR of 4.358% as of December 31, 2022, as applicable.

(3)Excludes unamortized debt issuance costs and debt premiums/discounts totaling $14.1 million which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of December 31, 2022.

(4)Fixed-rate debt includes our variable rate $300 Million Term Loan that has been effectively fixed through the use of interest rate swaps through maturity.

At December 31, 2022, we had total indebtedness of $2.0 billion, excluding unamortized debt issuance costs and debt discounts, with a weighted average interest rate of approximately 3.52%. As of December 31, 2022, $1.5 billion, or 76%, of our outstanding indebtedness had an interest rate that was effectively fixed under either the terms of the loan ($1.2 billion) or interest rate swaps ($300.0 million).

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

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Debt Covenants

The Credit Agreement, $60 Million Term Loan Facility, $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes all include a series of financial and other covenants that we must comply with, including the following covenants which are tested on a quarterly basis:

•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;

•For the Credit Agreement and $60 Million Term Loan Facility, maintaining a ratio of secured debt to total asset value of not more than 45%;

•For the $100 Million Notes, $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;

•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;

•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016;

•Maintaining a ratio of adjusted EBITDA (as defined in each of the loan agreements) to fixed charges of at least 1.5 to 1.0;

•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and

•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00.

The $400 Million Notes due 2030 and $400 Million Notes due 2031 contain the following covenants (as defined in the indentures) that we must comply with:

•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;

•Maintaining a ratio of secured debt to total asset value of not more than 40%;

•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and

•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.

The Credit Agreement, and Senior Notes also contain limitations on our ability to pay distributions on our common stock. Specifically, our cash dividends may not exceed the greater of (i) 95% of our FFO (as defined in the credit agreement) and (ii) the amount required for us to qualify and maintain our REIT status. If an event of default exists, we may only make distributions sufficient to qualify and maintain our REIT status.

Additionally, subject to the terms of the Credit Agreement, $60 Million Term Loan Facility and Senior Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, (iii) a default in compliance with the covenants set forth in the debt agreement and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch.

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Cash Flows

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

The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the years ended December 31, 2022 and 2021 (in thousands):

Net cash provided by operating activities. Net cash provided by operating activities increased by $96.2 million to $327.7 million for the year ended December 31, 2022, compared to $231.5 million for the year ended December 31, 2021. The increase was primarily attributable to the incremental cash flows from property acquisitions completed subsequent to January 1, 2021, and the increase in Cash NOI from our Same Property Portfolio, partially offset by higher cash interest paid as compared to the prior year.

Net cash used in investing activities. Net cash used in investing activities increased by $536.4 million to $2.4 billion for the year ended December 31, 2022, compared to $1.9 billion for the year ended December 31, 2021. The increase was primarily attributable to a $462.6 million increase in cash paid for property acquisitions and acquisition related deposits, a $41.3 million decrease in net proceeds from the sale of real estate as compared to the prior year and a $32.6 million increase in cash paid for construction and repositioning/redevelopment projects.

Net cash provided by financing activities. Net cash provided by financing activities increased by $566.5 million to $2.1 billion for the year ended December 31, 2022, compared to $1.5 billion for the year ended December 31, 2021. The increase was primarily attributable to the following: (i) an increase of $1.1 billion in cash proceeds from borrowings under the Revolver, (ii) an increase of $400.0 million in cash proceeds from borrowings under the $400 Million Term Loan in July 2022, (iii) an increase of $300.0 million in cash proceeds from borrowings under the $300 Million Term Loan in May 2022, (iv) an increase of $225.0 million from the repayment of the $225.0 million term loan facility in August 2021, (v) an increase of $183.1 million in net cash proceeds from the issuance of shares of our common stock and (vi) an increase of $90.0 million from the redemption of the Series A Preferred Stock in August 2021. These increases were partially offset by the following: (i) a decrease of $1.1 billion from the repayment of the borrowings under the Revolver, (ii) a decrease of $392.4 million in net cash proceeds from the issuance of the $400 Million Notes due 2031 in August 2021, (iii) a decrease of $150.0 million from the repayment of the $150 Million Term Loan Facility in May 2022 and (iv) an increase of $74.3 million in dividends paid to common stockholders and common unitholders primarily due to the increase in the number of common shares outstanding and the increase in our quarterly per share/unit cash dividend.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022, for a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020.

Inflation

In the last several years, we do not believe that inflation has had a material impact on the Company. However, recently inflation has significantly increased and a prolonged period of high and persistent inflation could cause an increase in our operating expenses, capital expenditures and cost of our variable-rate borrowings which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment of taxes and expenses described above.

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