00:04 Greetings and welcome to Rexford Industrial Realty Fourth Quarter and Full Year 2021 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded. 00:25 I will now turn the conference over to your host, David Lanzer, you may begin.

00:29 We thank you for joining us for Rexford Industrial's fourth quarter and fiscal year 2021 earnings conference call. In addition to the press release distributed yesterday after market close, we posted a supplemental package and investor presentation in the Investor Relations section on our website at www.rexfordindustrial.com. 00:51 On today's call, management's remarks and answers to your questions may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ from those discussed today. For more information about these Risk Factors we encourage you to review our 10-K and other SEC filings. 01:17 Rexford Industrial assumes no obligation to update any forward-looking statements in the future. In addition, certain financial information presented on this call represents non-GAAP financial measures. Our earnings release and supplemental package present GAAP reconciliation and an explanation of why such non-GAAP financial measures are useful to investors. 01:40 Today's conference call is hosted by Rexford Industrial's Co-Chief Executive Officers Michael Frankel and Howard Schwimmer together with Chief Financial Officer, Laura Clark. They will make some prepared remarks, and then we will open the call for your questions. 01:54 Now I will turn the call over to Michael.

01:57 Thank you, David and thank you everyone for joining our Rexford Industrial's fourth quarter 2021 earnings call. We hope you and your families are well. I'll provide some brief remarks, followed by Howard, who will discuss our transaction activity and then, Laura will provide an update on our financial metrics and guidance. 02:18 As we look back on 2021, we are struck by the unique strength of our Rexford platform as we increased consolidated NOI by 38%, which drove a 24% increase in FFO per share for the full year. Rexford continues to differentiate itself as the nation's fastest growing and strongest performing industrial REIT, with five-year average annual FFO per share growth of 14%, average consolidated NOI growth of 31% and five year average dividend growth of 18%, all of which continue to lead the industrial sector. We think every Rexford teammate for your industry-leading work and dedication. 03:03 To put this performance into perspective, our acquisitions team closed $1.9 billion of investments that are positioned to drive substantial cash flow growth and value creation. On the leasing front, we completed nearly 7 million square feet of leasing volume and our leasing team drove average leasing spreads of 43% on a GAAP basis and 29% on a cash basis for the year. Our construction and development team completed over 1 million square feet of value add projects generating an aggregate stabilized unlevered yield of 6.6% and creating over $165 million of incremental value creation. 03:45 Rexford's operations and property management teams continue to drive superior customer satisfaction metrics with historically low downtime and end of the year with our same property portfolio at over 99% occupancy. 04:00 Our infill Southern California market fundamentals are as exceptional as our operating platform. And as demand continues at an unprecedented level…

06:58 Thank you, Michael and thank you everyone for joining us today. Southern California rental rate growth continues to substantially exceed all other major markets. Based on Rexford's internal portfolio metrics, our market rents increased by 38% over the prior year. This significant acceleration from recent quarters underscores the strength of our Southern California markets. 07:22 Market wide according to CBRE, our target infill markets, which exclude the Inland Empire East ended the quarter at 0.8% vacancy. The lack of availability within our supply constrained infill markets is expected to continue and positions us well to capture strong rent spreads into the foreseeable future. The consolidated portfolio weighted average mark-to-market for our 4.9 million square feet of 2022 lease expirations is now estimated at 48% on a cash basis and 58% on a net effective basis. 08:01 Our same-store portfolio achieved historical high average occupancy of 99% for the fourth quarter. And while we did not have much available space to lease, our strong leasing performance continued during the quarter with approximately 1 million square feet of lease signed realizing blended GAAP and cash spreads of about 34% and 22% respectively. 08:27 Turning to external growth, in the fourth quarter, we completed 19 acquisitions totaling $551 million, which included 2 million square feet of buildings on 104 acres of land, including 12.8 acres of land for near-term redevelopment with approximately 80% of the acquisition's value add. These acquisitions generate an aggregate initial yield of 2.6% and an estimated 5.2% unlevered stabilized yield. 09:00 For the full year, we completed 51 acquisitions for aggregate purchase price of $1.9 billion, adding 5.7 million square feet of buildings on 426 acres of land. This includes 123 acres of low coverage, industrial outdoor storage sites and 53 acres of land for near-term redevelopment. In…

11:38 Thank you, Howard. Fourth quarter results came in ahead of projections with same property NOI growth on a GAAP basis at 10% and 6.8% on a cash basis. Note that cash same property NOI growth was 13% when normalized for 2020 COVID related impacts. Continued occupancy gains and exceptional leasing spreads contributed to our strong growth. 12:04 Average Same Property occupancy in the quarter was 99%, up 40 basis points sequentially and 80 basis points over the prior year. Leasing spreads for the full year were 43% and 29% on a GAAP and cash basis respectively. Additionally, annual embedded rent steps on our new and renewal leases continued to increase with average steps at 3.9% on fourth quarter executed leases. 12:34 For the full year, same-property NOI growth exceeded expectations at 9.1% on a GAAP basis and 12.3% on a cash basis. Cash NOI growth for the full year was an impressive 10.9% even when normalized for COVID related impacts. Occupancy growth robust leasing spreads and a remarkably stable tenant base as measured by the fact that we have zero bad debt expense for the full year, collectively enabled us to grow fourth quarter core FFO per share by 32% to $0.45 per share and full year core FFO per share by 24% with $1.64 per share. Driven by the strong performance, the Board declared a dividend of $0.315 per share, representing an increase of over 31%, demonstrating Rexford's commitment to delivering superior total shareholder returns. 13:31 Turning now to balance sheet and capital markets activities. We continue to execute on our strategy to maintain a low leverage investment grade balance sheet that is proven through all favors of the capital cycle. And at year-end, net debt to EBITDA was 3.6 times. In the fourth quarter, S&P and Fitch…

17:02 And at this time, we'll be conducting a question-and-answer session. [Operator Instructions] Our first question from the line of Jamie Feldman with Bank of America. Please proceed with your question.

17:39 Great. Thank you. So I guess just to start out. I appreciate all the moving pieces you gave on guidance. You had a really strong same-store year in '21, it's moderating in '22. Can you just help us understand kind of the biggest moving pieces of why it's going to be slower next year, given you have the 41% cash mark-to-market 51% gap?

18:02 Hi, Jamie. I'll take that one. Thanks for your question. I think it'd be helpful to walk through the, walk you through the components on the same property and happy to dive into any of these a little bit further once I walk through the components. So, our cash same property NOI growth is projected to be 6% to 7% and the components of that include about 810 basis points of growth related to base rent assumptions driving that include 2022 leasing spreads of 40% and then our occupancy guidance of 98% to 98.5%. It does imply a decline in occupancy we're currently sitting year-end occupancy in the same property pool at 99.1% and average occupancy in the full year was at 98.6% in 2021. 18:56 Bad debt as a percent of revenue is projected to be 35 basis points and that's offsetting the same property growth by about 50 basis points. I'll note that our tenants are certainly performing really well and but we are assuming a more normalized level of bad debt, bad debt pre-COVID was in the 40 basis point to 50 basis point area. And then finally the, the last component of same property guidance is around expense growth and we're estimating an expense growth is about 12% and that offsets net expense, net of recoveries offsets same property NOI by, quite about a 110 basis points. 19:41 So a little bit of color there, insurance, taxes, and overhead allocation are the most significant component to that expense growth. And while the increases in insurance and taxes are passed through in short tenants and are recoverable, our increases in overhead allocation are non-recoverable. And so those are your, the significant components that get you to the 6.5% at the midpoint of our cash same property guidance.

20:10 Okay. Thank you. That's very helpful. And then sticking with the expense increase that you mentioned, I mean is that projected or you pretty much feel like that's in the bag based on how much expenses have moved even into -- into the fourth -- as recently in the fourth quarter?

20:26 Yeah. So let's dive down a little bit to the net, the expenses net of recoveries, right. And so, the largest driver of that is around overhead allocation. So when you think about overhead allocation and the drivers there, so our portfolio growth certainly in the past two years has been substantial. Our square footage of our portfolio has increased 40%. Our consolidated NOI growth over the last two years has been 70%. So, and we're also certainly thinking about the future growth prospects, right. We've acquired $170 million to date and have another $450 million in the pipeline that's under contract or accepted offer. So, and this is certainly contributing to the growth in our headcount. 21:13 And I think one thing to think about Jamie is the timing of hiring can ebb-and-flow. So there can be points in time from a hiring perspective where there is a catch up. There can also be times and hiring where we are looking ahead and thinking about the growth in the future growth of the portfolio. So when you think about what's, what's fully baked in. So that growth is, part of that growth is a component of hires that we -- that occurred in 2021 and more so in the back half of 2021 and we're realizing the full impact of that. 21:51 The other component that I think is important to mention is that our team is certainly performing at exceptional levels that led to some promotions at the end of the year. And congrats to all those team members and some increases in overall compensation. And then, like many others, we are experiencing the impact of increased labor cost as well. So that's -- those are the key components of that growth in overhead allocation.

22:18 Okay. Thank you for that. And then just to confirm, so you said 6.5 to 7.5 is the cash growth number excluding COVID. So that's kind of a clean number of just how the portfolio getting?

22:29 Yeah, that's correct. Just as a general reminder COVID deferrals were granted in the second quarter, most of our COVID deferrals were granted in the second quarter of 2020 and represented less than 1.5% of our ADR. So, although, the bulk of those COVID deferrals were granted in 2020 and collected about 80% in 2020. We did collect the remainder of those deferrals in 2021, which was about $1 million. And so our 2022 collections of COVID impact is pretty insignificant. So when you look at the year-over-year cash same property growth, it's positively impacted by the decline in the COVID adjustments. So that's that additional 50 basis points at the midpoint and our 6.5 to 7.5 guidance on cash same property NOI.

23:21 Okay. Thank you for that. And then last from me, so you did $1.9 billion of acquisitions in '21 -- sorry, in '21 and what do you think is realistic in terms of the acquisition volume you could do this year. You've got $450 million under contract now.

23:41 Hi, Jamie. It's Howard. Hope you're well. Well, I think you've asked this question before and every time we told you, we just don't offer guidance on the acquisitions. But that said, we are starting out the year with a robust pipeline. I would say that January, February seem to be our slower months and we've already closed $170 million. So we're excited for the year, we see a strong pipeline of opportunities and it's hard to predict. Obviously, what closes and what else we put under contract that we're starting out with a lot of momentum and we hope to have another banner year.

24:28 Thanks for that. I guess maybe a better way to ask it is, has anything changed in your desirability or desire to put out capital this year versus maybe this time last year. Whether it's pricing or what's on the market or potential sellers?

24:47 Hey, Jamie. Hey, it's Michael. Thanks so much for the question. I would say that our focus remains the same in that. We're focused on acquiring transactions and buying opportunities that provide us with the level of cash flow growth that can -- would greatly exceed even the impacts associated with an inflationary environment or even increasing interest rates, and I think you see the team doing that. And so what we've done at Rexford we really doubled down on our ability to originate and execute on value-add opportunities. So the vast majority of what we bought last year, as you know we're through off-market and lightly marketed transactions that gave rise to mostly value-add opportunities. 25:30 If you look at the value add projects that we're solving to 6.6% last year over a million square feet. The near-term value add projects were also solved to just under 7%, 6.6%. I mean that's about double the market yields that are achieved by our competitors here in Infill Southern California. And you look at the in-place mark-to-market on what we're buying, that's because we're originating opportunities by the way, that are not generally available to our competitors on the acquisition front, oftentimes with deeply embedded below market rents. And so that's really the focus. And I think as we double down in that value creation capability, we're digging deeper in the markets, our team is better than ever, stronger than ever and that's why you see that you see -- and that's why I think you see the quality of investments. So I think that's really how we hedge against things that you're, I think you're referring to in terms of increasing costs and such an inflation in the environment in general.

26:28 Okay. Thanks, Michael.

26:31 Our next question comes from the line of Manny Korchman with Citi. Please proceed with your question.

26:38 Hey, everyone. Howard, just going back to your comments on how quickly rental rates are growing in the market. Do you think at some point, there's going to be a bigger impact on retention than we've seen thus far?

26:53 Well, we're operating at less than 1% vacancy and as far as retention, there's nowhere for tenants to go. So the market is going to have to change dramatically in terms of the vacancy rate for there to be options for people. We've mentioned in the past, a lot of times we have repositioning projects that were planning to do where we have a tenant that we want to exit, maybe it's a property that it's got some dysfunctionality to it. And they're just begging us to renew because there's nowhere to go in the marketplace. And some of those are even unexpected as I mentioned in terms of the retention side. 27:38 So for the foreseeable future, I think we're going to expect to be operating in a similar manner and retain our retention, but keep in mind obtaining a lot of the retention in terms of what tenants move out are really at our option. So that we can get to these assets as Michael was describing, and go and create value above and beyond what we might even be able to get from a tenant, even if they do want to review -- renew. But in some instances, tenants are so desperate for space, they're paying us rents that far exceed what we ever thought an existing building might be worth and we are retaining them and we'll just move forward on the value creation plan a little further down the road.

28:26 And in the past, we've always discussed off-market nature of your acquisitions and maybe less professionally managed assets that you've been buying, are they having the same successes with those tenants paying those higher rents or are they happy to -- even though market rates are where they are, but they're happy to keep the continuity of tenant and they actually were doing lower and so when you're buying the assets even though leases might have just turn cash flows aren't where they could potentially be?

28:55 All right. Most of the assets we buy are recently leased and adjusted to market rents, which has a typically target assets that have below-market rents in place because they've been leased for a while. In fact, looking at our data from our fourth quarter acquisitions in aggregate in-place rents for about 38% below market on those assets we bought and there're typical owner in our market that the individuals or the smaller partnerships, they're shocked when somebody tells them what their property's worth and they're also surprised when they do a renewal and they get a bit more rent than they were thinking about, but a lot of times getting more rent also requires them to modernize and make larger capital investments in their buildings, which most of the time they're not willing to do, especially since the markets are tight and they don't have to spend a penny, they still retain occupancy and even get rent growth. And again that rent growth they're getting is still well below what that could be, if somebody like Rexford, came in and invested a little bit of capital and really just unlock the value in those assets.

30:09 Thank you.

30:13 And our next question comes from the line of Connor Siversky with Berenberg. Please proceed with your question.

30:22 Hey, everybody and thanks for having me on the call. Appreciate the detail as always. A question on leasing spreads that we saw during 4Q. So I think you had mentioned that the mark-to-market on the portfolio is about 41% and that is the number baked into guidance. So I'm wondering what could explain the delta between that 41% number and the 21.5% cash spread posted for 4Q '21. So just a little context, I'm operating under the assumption that some of the leases that would have expired during the quarter or of an older tenure and may have been even lower on the mark-to-market? So any color there would be appreciated.

31:01 Sure. This is Howard. Connor, nice to hear from you. So our lower spreads were mostly impacted by couple of larger renewals and that really represented 30% of the square footage, that million square feet of leasing in the quarter. We had a 182,000 foot building in our Rancho Pacifica project in the South Bay, where we're working on longer-term blends and extend with a couple of spaces a tenant occupies. So we renewed 182,000 feet, on a short-term lease, seven months but it met the parameters of being included in the calculations and that all they had a 3.5% cash spread and we had 112,000 foot building in [indiscernible] in the San Diego market and that had an in-place below-market option to extend a fixed-rate and that had a 4.2% cash spread. So those were a huge influence on those leasing spreads, but when you look at our new leasing and we didn't have much space to lease, so we didn't have as much new leasing in the quarter, but our new leasing spreads, we're still very strong. We had 46% GAAP spreads and 31.5% cash spread. So those are more typically what you hear us talking about, but 9.1% occupancy there just isn't a lot of space in our portfolio that we're able to lease in that past quarter.

32:35 Okay. But just to clarify the 41% number that's sort of what's being baked into 2022 guidance?

32:45 Do you want to take that, Laura.

32:47 Hey, Conner. Its Laura. Yeah. I'll add a little color there and then talk about 2022 as well. I think it's important when you think about 2021 to look at the full year because certainly on a quarter-to-quarter basis, the next issue can certainly impact the results in an individual quarter. But when you look forward to 2022, the mark-to-market on our 2022 expirations is 48% on a cash basis. So we're looking forward seeing some pretty significant mark-to-market and our guidance assumes around the 40% at the midpoint, 40% leasing spreads on our 2022 expirations.

33:37 Okay. That's very helpful.

33:41 It's Michael. I'll just add one thing, the spreads are one component of growth for the quarter and for the year. And Q4 actually saw an acceleration in overall growth by key metrics, for instance, core FFO grew by 61.5% for the quarter, which was a much higher rate than the annualized growth of 44%. On a per-share basis, we grew core FFO per share of 32%, 2% to 2.5% for the quarter, much higher rate than the 24.2% for the year. So I think overall, Q4 was actually an acceleration in terms of cash flow growth for the company.

34:18 Okay. And then could you just remind us then what in-place escalators look like?

34:25 Go ahead, Laura.

34:28 Okay. Yeah. I'll take it. So overall, the portfolio rent steps are now in place at 3.1% for the total portfolio, but we've certainly seen the ability to increase those across leases that we've signed through 2021 and this rent escalation continue to actually accelerate. If you look at the average rent steps that we've signed in the fourth quarter, there were 3.9% and that's up from 3.6% in the third quarter. So if you look at the full year, the average rent steps that we sign on all of our leasing was 3.4%. So we're seeing that in-place portfolio number move up, it takes a little bit of time to move that number forward, but we're seeing in some markets and some cases, the ability to capture 4.5% to 5% rent bumps is becoming more common in the market.

35:29 Okay. Thanks for that. And one more from me, looking at construction activity, I mean let's just focus on the Inland Empire specifically, so I'm seeing about 30 million square feet under construction, about 28 million of that is back. So I know you have some presence in the market, but I'm just thinking out loud, is it a possibility that some of the tenants in the LA Basin could provide the same service to LA proper from the Inland Empire. I mean, is there a situation where we could see some kind of diffusion from your tenants out of LA into the Inland Empire or does that seem unlikely?

36:06 We've always seen that Connor, the Inland Empire has been the relief of for the lack of supply in the infill markets. That's changed though recently because there is very limited supply availability in the Inland Empire and a lot or most of that product you see coming out of the ground lately either is pre-leased or ones that becoming leased right at completion. So it's just been an amazing amount of absorption that we've seen in that market and frankly in all of our markets. And what's also very interesting is the Inland Empire used to have substantially lower rents than some of the more closer infill markets. And when we look at it today, the spread between the rents in Inland Empire and some of the more western markets is much more narrow. So it's really more of a question of do you need a higher quality building or do you need a location. 37:12 And then the other side of it also is that, while the Inland Empire is only like 45 minutes or an hour plus away from some of these other markets, tenants have to strategically be located in these infill markets to service their customers and they actually can't do it a lot of times if they're in the Inland Empire. So you find people's needs a lot different that are able to locate in the Inland Empire than the tenants in the infill markets that really are there because their businesses have to be there.

37:45 Got it. That's very helpful. I'll leave it there.

37:47 And just to be clear, Connor, that type of volume in terms of construction in the Eastern Inland Empire and deliveries has been pretty consistent now for, I don't know, five to seven years, and we really haven't seen that impact demand for rental rate growth in our infill markets, just to be clear. And I think that's what Howard was referring too, when he said we've seen this in the past it's been recurring. But we don't see is the new construction deliveries in Eastern Empire are impacting demand in our infill markets, which is I think more to your question.

38:25 Yeah. No, I was just really curious about whether or not that 28 million square feet of spec development would have been somewhat of a concern, but yeah, the color makes sense. Thanks.

38:32 And our next question comes from the line of Dave Rodgers with Baird. Please proceed with your question.

38:43 Yeah. Good morning out there. Just wanted to ask about the redevelopments. I think you had said $200 million completed in '21, $380 million either planned or current, but is that the plan to start this year here in 2022? And then I guess maybe can you talk a little bit about the scope and how that might be changing some of the projects, are you generally trying to open spaces up because you see more warehouse storage, are you cutting spaces up for more service orientation. I assume maybe the answer is a little bit everything, but just curious on your thoughts?

39:13 Sure. Hi, Dave. It's, Howard. So, in total, we have over 3 million square feet of projects, that's probably 28 different buildings we'll be building over the next couple of few years and that has an incremental spend of about $350 million with about $1 billion of value creation and stabilizing its strong yields about 6.5%. In terms of 2022, we will have 15 projects start with an incremental spend of about $200 million and those will stabilize anywhere from second quarter '23, the second quarter of 2024 also at similar stabilized return projected at 6.7% on total cost. 40:04 And then in terms of any changes of the product, I think what we've seen in the market today is that people want a bit more space on-site to store containers and want higher dock counts and we're delivering that. So in some instances, we could make that work with higher coverage on the site, meaning, typically around a norm of 50% and in some instances we'll deliver sites that have excess land some of our repositionings in fact were turning down pieces of buildings and creating what we call low coverage sites that have an extensive amount of loading and very large excess land areas for container storage and those are becoming in more demand as well as even just yard space that we're running, these industrial outdoor storage sites that have little to no improvement on the site and are just used for storage and containers. Maybe you can only do that in selected areas, most cities are very difficult in terms of allowing for those exterior yards, but we've had a lot of success of buying sites that had buy right ability to do container storage and we're achieving substantial returns on those sites as well.

41:32 Great. Appreciate that color. And then maybe Laura just one follow-up for you, and I realize may be apple-to-oranges, your interest expense guidance is I think down in '22 versus '21 and I know the acquisitions aren't in there, but maybe imply for us anything with respect to the preferred I think maybe you have coming due as well as thoughts on kind of equity versus using debt in that mix to kind of change that interest expense outlook as the year progresses?

42:00 Yeah. So the interest expense guidance is being driven. The decline is being driven by a couple of components, our guidance is $38 million to $39 million, we ended the year 2021 was a little bit over $40 million. So it's driven by really a couple of factors; one is higher capitalized interest, as Howard just mentioned, we expect to start pretty significant amount of projects. When we look at our projected spend in '22, it's about $180 million and that compares to about $65 million in 2021, so that's driving higher capitalized interest. And then the other, we had some one-time items in our '21 interest expense related to our termination of some interest rate swaps, and so those are burned off and are not impacting 2022. So it is a little bit of a comp issue. 42:55 And then to answer your question in terms of how we think about funding in the balance sheet going forward, we certainly feel very well positioned from a liquidity standpoint, do have about $134 million of proceeds remaining from our forward issuance. And then we just renewed our $750 million ATM program, so we have full availability there. And no, as of the end of the year, no balance on our credit facility. So certainly a number of sources for liquidity from that standpoint. And as we look forward into 2022, I think our funding strategy is going to look really similar to 2021. We're going to take an opportunistic approach to our capital raises, our net debt to EBITDA is sitting up 3.6 times, our target levels in the 4 times to 4.5 times. So I think that in 2022 you'll see us tap into the debt and equity markets as you have in the past to fund future acquisition opportunities.

44:05 Great. Thank you.

44:07 Welcome.

44:09 Our next question comes from the line of Mike Mueller with JPMorgan. Please proceed with your question.

44:15 Yeah. Hi. Laura, I was just wondering what's the big difference between the cash and GAAP same-store NOI growth, the difference between those two metrics because when I think of the GAAP number, my mind goes to, you've got a mid-teens expirations, if you're assuming 40% cash spreads or GAAP spreads based on the prior comments, we're probably 50%, so 50%, 15% kind of get you in the high-single digits. So there, it seems like that's an offset?

44:44 Yeah. It's a great question, Mike. So the difference between our GAAP and cash spread that's in our guidance is about 275 basis points. Just to put that into some historical context, over the past four years that gap between GAAP and cash has been about in the 175 basis point to 200 basis point range, if we look back over the past four years. In 2021, that gap was about 320 basis points with about -- with COVID impact relating to about 140 basis points of that impact. So if you look forward to 2022 and the 275 basis point spread, it's relative to historical, it's about 100 basis points higher. So it's really related to lower projected non-cash income that's really split evenly between a few factors; first is COVID impacts represent about a third of that spread that 100 basis points of excess spread and that's down from 140 basis points, as I mentioned in 2021. 45:53 The second impact is around lower above below-market non-cash expense and that's really related to a couple of things that are happening in above below: One is, we're certainly converting below market rents to higher cash rents. And then the second is that in 2021, we did have some one-time impacts around some -- we had some proactive move-outs where we were able to take some space back and convert those to higher market rents, but then that just generate some larger one-time impacts in 2021 that hit above below. So that's kind of another third of that outsized spread. 46:32 And then the last component is a decline in straight-line rent assumptions and there's a number of things that can impact your straight-line rent assumptions and projections. And so one of those were lower average occupancy, which I discussed, timing of our lease expirations can have -- it can be another driver and just the overall amount of activity that we are projecting to lease as well. So that was about another third of that outsized spreads. So those are what's driving lower non-cash in 2022.

47:10 Got it. Okay. That's helpful. That's all I had. Thank you.

47:15 Thank you, Mike.

47:17 [Operator Instructions] Our next question comes from the line of Chris Lucas with Capital One Securities. Please proceed with your question.

47:30 Hi, everyone. Thanks for taking my questions. Howard, maybe I'll just start with you on a bigger picture question which relates to release expiration schedule. If I look at not just this coming year but the next five years after that, the expirations are around the same rent levels. Is there anything in the '22 mix that generates that 40% plus mark-to-market or is it or can I assume that if the environment stays the same over the next six years that 40%, 50% kind of mark-to-market is really kind of embedded throughout the entire rest of the lease expiration schedule?

48:20 Hi Chris. Maybe I'll talk just a little quickly about this year's expirations and I'll let Laura add a little color on the latter years. In terms of this year, our top 20 leases is about 1.65 million feet, so that's third of what's expiring. And what's interesting of that is that today we no assets are moving to repositioning or are expected to renew. So very little of it is going to be vacant. And then in terms of those lease spreads, the biggest driver is probably and the largest amount of expirations this year 26% is in our Inland Empire West portfolio where we have 67% mark-to-market followed by Mid County's at 52% and that's really the components of how we get to that 48% mark-to-market. 49:28 And in terms of a look forward, none of us know obviously what happens in the marketplace at least for now, but you've seen us adjust our mark-to-market pretty significantly just literally from the third quarter of last year to now through the fourth quarter. I think we had 27% up to that I guess 48% or I might be giving the wrong number.

50:03 27% to 41% Howard.

50:04 41%, sorry. So the markets are moving incredibly fast and it's not really dictating what happens in the future. So hard to predict. I don't know Laura, do you have any other thoughts on the future spreads.

50:21 Before we go to the future spreads. Chris, thanks again for joining us, its Michael. But just a little more color on this year's contribution from the lease expirations, which is that it's a little bit back-ended and this relates also to also Jamie's earlier question because it also impacts the same-property pool, NOI growth, et cetera for the year. So you have about 60% of the volume expires during the second half of the year, but also the rent spreads are not equal throughout the year. So rent spreads are materially higher during the second half of the year for those expirations as compared to the first half of the year. So I think also part of your question Chris was an equal contribution sort of through the year and it's not -- it's weighted towards the second half of the year.

51:05 That's really helpful. I appreciate that. Laura did you want to comment about the sort of the -- I guess I'm just trying to understand whether or not it is mixed -- driving this extraordinarily strong lease spread expectation or is it something that is sort of just embedded in the portfolio for across the board and that's really the point or the question?

51:29 Yeah. I mean -- and that's a good question. I mean, when you look at 2022 at that 48% and then the overall portfolio average mark-to-market 41%, so that implies what are the lower puts into mark-to-market in the upcoming years. If we look at 2023, it's about a little bit under 40%, it's about 38% in 2024 at this point, is about 35%. So that gives you a little bit more visibility into the cadence there from a mark-to-market perspective.

52:03 Great, thank you. That's very helpful. Laura as well I got you just a couple of detailed follow-ups. On the non-cash comp, you mentioned, you've got that $23.1 million of guide. Is there any of that is sort of locked in based on prior brands that are vesting or is this a floating number? I'm just trying to understand how much is variable.

52:26 Yeah, I mean, Chris that $23 million is based on performance and is what is paid out over the next three years. So and the metrics that detail exactly what -- exactly how that's paid out is in our proxy and 10-K. But big picture, it's tied to absolute earnings growth as well as relative total shareholder return. So those are not realized until we hit those measurement points in each year.

53:02 Okay. And then just, well, it's not a big issue currently, as you think about guide, how do you deal with or how do you -- what's your assumptions as it relates to the unexercised A -- forward ATM, how do you factor that into your guidance since you're not assuming acquisitions as part of that. I'm just trying to understand where that filters through?

53:26 Yeah. Look Chris, if you think about year-to-date, we have acquired $170 million and I have $134 million outstanding on the forward. So I think from a forward perspective, you could have -- there is an assumption based on funding that $170 million. And certainly that forward -- these forward proceeds could be contributed to funding that that could be year-to-date

53:57 Okay. And last question for me, just you mentioned some of you mentioned earlier that there were a couple of fixed renewals or unique renewals that's sort of impacting that number. Just curious as to how much of the portfolio has fixed renewal options to it?

54:16 Very little. Occasionally, we buy an asset and it may have an in-place lease. We're saddled with somebody else made a bad decision on which was the case with that one I mentioned in the San Diego market. But overall -- and I don't have the exact number in front of me, but overall, I would say, it's very little. Rexford never gives anybody a fixed option, everything's upmarket.

54:43 Okay. Thank you, Howard. Appreciate all the color.

54:45 I was going to say in 20 years of doing this, I can't remember ever providing that good at least.

54:53 Thanks.

54:55 Thank you, Chris.

54:57 Our next question comes from the line of Blaine Heck with Wells Fargo. Please proceed with your question.

55:03 Great. Thanks. Laura just following up on the same-store expense growth, how should we think about this non-recoverable overhead allocation affecting same-store growth going forward past this year. I mean I think it's clear you guys are looking to keep growing, but after these new hires and raises, do you think you're at a point at which you think your scale can kind of minimize this as a headwind in future years or are there any other ways to kind of mitigate it as you grow into the future?

55:33 Hey, Blaine. It's a good question. And well, we're not going to provide 2023 guidance today. I'm happy to provide a little bit more color around how you think about the cadence. So I think as I mentioned kind of the timing of hiring can certainly ebb-and-flow on a year-to-year basis, and in some cases, there can be some catch-up. So when you think about where we were at the end of 2020 and going into the beginning of 2021, very much operating in a COVID environment with a lot of uncertainty and we were still growing pretty rapidly, but I would say that, maybe hiring slowed to some extent and so there could be years where there is a little bit of a catch up. So in a way, you could look at 2021 and it could be -- that our overhead could have been understated in a way. We certainly through the hiring that occurred in 2021 was more back-end weighted in this overhead allocation bucket so you're seeing the full impact of a little bit of that catch-up into 2022. 56:50 And then, obviously as we look forward, we want to make sure that we're staying ahead to some extent, right, not too far ahead, but certainly staying ahead that allows us and gives us the ability to grow. So I think from an overall G&A perspective, you're seeing the benefits where we are seeing the benefits of our scale, right. I mean you look at G&A as a percent of revenue for 2021 was 10.8% and that was down from 11.2% in 2020 and we've seen that number continue to tick down every year for the past four or five years. So and we expect to stay on that same trend in 2022. So we certainly are recognizing the synergies within the platform and I think what we're seeing here from an overhead allocation perspective is a little bit of an impact of timing issue

57:48 Great. That makes a lot of sense.

57:50 And Blaine just to add to that briefly, we talked a lot about operating leverage in the business, we've talked a lot about it since our IPO roadshow in 2013 and it's very important to us, we think it's the hallmark of a great company that we do have very strong embedded operating leverage built into the business, but we do believe will be accelerating into the next, call it, two to five years. And I think if you look at the performance of the company, it's kind of all reflected in your FFO per share growth right at the end of the day, and in our FFO growth and the level of FFO and FFO per share growth and AFFO growth that we're driving is increasing pretty dramatically. 58:30 And another measure in my view of operating leverage is the amount of internally generated cash that we're generating that we can use towards driving our internal growth, which is very substantial and growing and that's very accretive for shareholders. So I think we look at across a range of metrics and I think we're really well positioned for the company to be increasing that level of margin and NOI margin and operating leverage that is embedded in the business model as we grow here.

59:01 Thanks, Michael. That's helpful. And sticking with you or maybe even Howard, given the ramp-up we've seen in investment and into redevelopment and repositioning and it seems like you guys are going to continue there. I wanted to ask about the upward pressure that we've seen on construction costs and labor and how you guys are dealing with those increasing costs or maybe even mitigating that exposure somehow?

59:25 Sure, I'll take that one. Well, yeah, there is no mystery obviously construction costs have been rising and doing so very rapidly. What we're doing is trying to buy out some of the commodity type materials early on, give you an example for instance, the roof systems, we're buying those literally 14 months prior to when we need them to lock-in those prices and to avoid further price increases that are happening in those and then there is steel fire sprinkler systems, roofing materials. Those are all things that we can buy up early on in these projects and mitigate some of those cost increases. So we have a very thoughtful approach to it and I think it's going to show in terms of how you see the yields growing in our projected returns and you saw that quarter-over-quarter in all of our assets that could redevelopment or repositioning where we had expanding yields.

60:37 Great. Thanks, Howard. Thanks everyone.

60:42 And we have reached the end of the question and answer session. I'll now turn the call over to management for closing remarks.

60:50 Well, on behalf of the entire Rexford Company and our Board of Directors, we want to thank everybody for joining us today. Stay well, stay healthy, and we look forward to reconnecting in a few months. Thank you, everyone.

61:01 This concludes today's conference and you may disconnect your lines at this time. Thank you for your participation.