Greetings. Welcome to Rexford Industrial Realty's First Quarter 2019 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. I would now turn the conference over to Investor Relations. Thank you. You may begin.

We thank you for joining us for Rexford Industrial's First Quarter 2019 Earnings Conference Call. In addition to the press release distributed yesterday after market closed, we posted a supplemental package in the Investor Relations section on our website at www.rexfordindustrial.com. On today's call, management's prepared remarks and answers to your questions 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. 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. Today's conference call is hosted by Rexford Industrial's Co-Chief Executive Officers, Michael Frankel and Howard Schwimmer, together with Chief Financial Officer, Adeel Khan. They will make some prepared remarks and then we will open the call for your question. Now, I will turn the call over to Michael.

Thank you, and welcome to Rexford Industrial's first quarter 2019 earnings call. I will start with a summary of our operating and financial results, Howard will then cover our recent transaction activity and investment pipeline, Adeel will follow with more details on our financial results, balance sheet and guidance. We will then open the call for your questions. We're very pleased with our strong start to 2019. The first quarter results reflecting that continued execution of our strategy and the ongoing strength of the infill Southern California industrial market. We increased the company's share of Core FFO by 37% and increased Core FFO per share by an 11% to $0.30 per share over the prior year quarter. Our same-property NOI grew by 7.8% on a GAAP basis and by 10.1% on a cash basis. This was driven by a 6% increase in same-property portfolio rental revenue, while same-property expenses remains essentially flat. When we exclude the impacts based under repositioning, our organic growth remains strong with same-store NOI growth coming in at 4.5% on a GAAP basis and 7.6% on a cash basis. We also achieved property -- approximately 98% occupancy in our stabilized same-property portfolio. Due to the favorable supply/demand fundamentals within infill Southern California, leasing spreads remain strong. During the first quarter, we signed 103 leases for 1.1 million square feet. Our leasing spreads were 26.2% on a GAAP basis and 17.3% on a cash basis. On new leases, our spreads were 36.5% and 26.4% on a GAAP and cash basis, respectively. Our retention rate was 70% in the first quarter and net absorption was about 83,000 square feet. We completed a $146 million of investments during the first quarter, plus another $251 million since quarter's end. Bringing our year-to-date acquisitions to $397 million dollars. We are excited…

Thanks, Michael, and thank you everyone for joining us today. Infill Southern California industrial markets continue to exhibit strong performance trends. Our target markets, which exclude the Eastern Inland Empire, ended the first quarter at 2% vacancy with asking rents up 5.6% on a weighted average basis over the past 12 months. Superior supply and demand fundamental in the infill Southern California industrial market are resulting in continued strong performance of our new and renewal lease rates. With regard to recent investment activity, during the first quarter, we completed five acquisitions totaling approximately $146 million. All of these transactions were off-market or lightly marketed and sourced through our proprietary research and broker relationships. Year-to-date, we've completed 10 acquisitions totaling about 2.2 million square feet or $397 million. In January, we acquired Knott Street in the Orange County West sub-market for $19.8 million. We plan to modernize the existing 121,000 square foot building and construct an estimated 45,000 square foot new addition. The buildings will have 24 to 30 foot clearance, ESFR fire sprinklers and 28 dock divisions. At stabilization, our expected to yield on total cost is estimated to be 5.6%. We acquired Industry Drive located in the LA San Fernando Valley sub-market for $7.8 million through one-year sale leaseback transaction. The newly constructed 28 foot clear building contains 47,000 square feet and our projected stabilized yield is estimated to be 5.1%. The seller is transitioning their business into our recently repositioned 112,000 square foot Avenue Paine building. Also, in January, we acquired Conejo Spectrum Business Park located in the Ventura County sub-market for $106.3 million. The complex consists of nine industrial buildings. Which totaled 531,000 square feet, 28 to 30 foot clear with ESFR fire sprinklers and fenced yards? The Class A buildings are 72% leased to a range…

Thank you, Howard. Beginning with our operating results. For the first quarter of 2019, net income attributable to common stockholders was approximately $8 million or $0.08 per fully diluted share. This compares to $12.2 million or $0.15 per fully diluted share for the first quarter of 2018. For the three months ended March 31, 2019, company share of Core FFO was $29.4 million as compared to $21.4 million for the three months ended March 31, 2018. On a per share basis, company share of Core FFO was $0.30 per fully diluted share, representing an 11% increase year-over-year. Same-property NOI was $38.7 million in the first quarter, which compares the $35.9 million for the same quarter in 2018, an increase of 7.8%. Our same-property NOI was driven by a 6% increase in same-property rental revenue and essentially flat same property operating expense. In a cash basis, same-property NOI increased by 10.1% year-over-year. Turning now to our balance sheet and financing activity. We continue to maintain a strong flexible balance sheet, providing us with ample liquidity and capacity to fund our growth objective. During the first quarter, we issues approximately 7.1 million shares of common stock for our ATM at a weighted average price of $34.75 per share, which resulted in net proceeds to Rexford of approximately $245 million. At the end of the first quarter, we had approximately $277 million of cash, full availability on our $350 million credit facility and approximately $202 million available under the $450 million ATM program. We have no debt maturities until 2022 and we remain in a very strong liquidity position with a net debt-to-EBITDA ratio of 2.9x. With regard to our dividend, on April 30, 2019, our Board of Directors declared a cash dividend of $0.185 per share for the second quarter of 2019,…

[Operator Instructions] Thank you. Our first question is from Jamie Feldman with Bank of America Merrill Lynch. Please proceed.

Great. Thank you. I was hoping you could talk more about the UPREIT transaction and what the pipeline looks for similar deals?

Hey, Jamie. It's Michael. Thanks for joining the call today. I'll talk a little bit about the UPREIT transaction and Howard will talk a little bit about the pipeline. And the UPREIT was really a terrific transaction for the company, a little bit unique and we think there will be a lot -- many more UPREIT transactions in the future, but this was a great template. That was interesting and there wasn't a straight UPREIT, it was a convertible preferred UPREIT structure and what we're doing now is trying to solve for a seller who was seeking a certain amount of cash flow frankly for their family generational, sort of, generational wealth transfer planning and they had a property that's really a tremendous location downtown over 200,000 square feet and we structured it in a way with a par value, if you will, of about $28 million. And the way we priced, we took the 30-day trailing average closing price of a stock at the time that we signed the LOI, which is about $31.56. We applied a conversion premium based on the amount of cash flow that the sellers saw; the conversion premium was about 44.2%. So you get the full par value, if you will, the seller -- the stock needs to increase to about $45.51 per share. And that yielded a number of units of 594,000 units to the seller, and those units are limited partnership and each unit is the economic equivalent of a share of stock. And the great thing for the seller is that, that is a non-taxable transaction. So they are able to redeploy a 100% of their sale proceeds by investing it effectively with Rexford and they don't incur any capital gains exposure on the tax until such time that they convert those units into shares and naturally they typically wouldn't do that until they want some liquidity. We have a feature where we can't cross for five years and the tremendous transaction for the company in the sense that that's a direct equity issuance, so there are no fees associated or essentially no fees associated with selling the equity to the contributor. And if you want to put it in some perspective, we've done a straight UPREIT transaction in -- there. By the way, their yield equates to that 4.4% yield. Have they done a straight UPREIT transaction without the convertible feature, without the guaranteed cash flow for at least five years, they would have received about 860,000 shares and they would have received our common dividend, which is hovering around 2%. So, all in all, really a tremendous transaction for the company.

All right. Thanks for the detail. That was good.

Jamie. No, I just want to comment a little bit on the $215 million of remaining acquisitions we've done under LOI contract, that's actually nine separate transactions and it's a typical mix of value add from four plus transactions similar that you've seen us been doing in the past.

Okay. And then just the appetite for more sellers to use the UPREIT, because that's about to increase?

Yes. We do have a range of those discussions that have been ongoing. Frankly, it's not there. We have a discussion that's ongoing for some time and we think that there is some likelihood that we'll see more of these. The fact we've been public now for about six years or so and given the performance of the company that's built a lot of comfort for these potential contributors and the value proposition for the contributors is tremendous. So, we do think that we'll probably see more of these, but we don't have anything imminent that we are prepared to disclose.

Okay. And then your thoughts on weighted average rent growth across your markets? What do you think we're seeing here, and what do you expect to see this year?

Hi, Jim. It's Howard again. Well, if you look at this quarter, the two strongest performing markets were Greater Los Angeles, which is really half of the entirety of the market here and Southern California, a little over a 1 billion square feet, which had 7.4% year-over-year rent growth, that's according to the CBRE stats, which really is a record high for that year-over-year growth. And Inland Empire actually had even higher year-over-year growth of about 9.4%. And then if you look at just projections going forward, interestingly San Diego has a pretty high projection as far as for the year with another 4.6% year-over-year rent growth. I think the remainder for Inland Empire is a little flatter at 3.5% and the LA area about 4.3% projections. So pretty strong rent growth still. Our assets are achieving substantially higher growth, not surprisingly, because we have the ability to obviously select what we want to buy and the value we create in those assets is really driving the growth in the rents internally.

Okay. Thank you. And then, finally, there's been a lot of talk about technological innovation that might be applied to the warehouse and logistics infrastructure industry, there's a recent article in The Wall Street Journal about blockchain, just curious to get your thoughts on some of the innovations you're seeing and maybe blockchain specifically?

Hi, Jamie, it's Michael. That's a great question. And we do see a lot of innovation. Lot of folks doesn't necessarily associate innovation with warehouses, especially some of the older infill products. But we are seeing a tremendous wave of innovation, both currently and emerging. And your example of blockchain, I think, is terribly interesting and relevant, because what -- it really has the potential to do and I think the article that Jamie is referring to The Wall Street Journal yesterday was highlighting the fact that allow your major distribution or any companies signing on to establish standards around blockchain to enable the world to transact and distribute goods using blockchain to -- and secure transact -- and therefore a secure transaction environment that is independent to each transaction. And it doesn't require any other company or enterprise to manage the transaction to deliver security and comfort for the buyers and sellers and attract the goods. And so, what that has the potential to do effectively, just to give you one, maybe, a overly simplistic example, is free buyers and sellers for instance from the Amazon ecosystem, because if you can connect warehouses and people that hold the goods with buyers of the goods in a secure transaction environment enabled by a standardized blockchain platform then they really -- the need for an Amazon is dramatically diminished. And this has the potential to really reduce the first-mover advantage that Amazon has had, which we expect to diminish over time. So that's just one example. Other examples we know -- anytime you see a more efficient use of a warehouse, whether it's through autonomous vehicles, smart racking systems, frankly 3D printing, imagine a 3D printing in our warehouse, we can capture that much more of the value chain from raw material to delivery to end-user. So it's really exciting for us, because it's hard to think of a technological innovation that we see coming that doesn't in turn increase the value and utility of our warehouses given our location.

Our next question is from Manny Korchman with Citi. Please proceed.

Hey, thank you. Howard, the 15th Street acquisition looks like that's a pretty big multistory property. Can you talk about how that works in a multi-tenant environment as you guys typically operate in? And then is there any impact on rents from it being multistory versus more traditional single story?

Hi, Manny. Sure, it doesn't always have to be multi-tenant. We have probably over 30 plus percent of our properties that are single-tenant right now. We're buying quite a few that are also single-tenant. So we didn't really look at that building thinking we had to demise it into multiple-tenant spaces. We've really looked at it as being a good single-tenant opportunity. There are not large blocks of space available in that marketplace. So it's interesting we do actually have some interest in leasing that building right now from a single-tenant. We're also exploring some other redevelopment options, one of which even involves tearing down the building and building something on the site potentially even with a couple of more floors as well. And that potentially could be multiple-tenants on a redevelopment site, but surprisingly we have pretty strong interest already on the leasing side and we're -- at this point, we're just sort of keeping our optionality open, but we may actually move forward on that apparently.

Right. In terms of the New Opportunity Zone legislation, has that increased competition that you're seeing for acquisitions or otherwise maybe change any of the trends that you anticipate at the senior markets?

That's a great question. And, first of all, for us as a public REIT, we're not able to take advantage of the tax side of those Opportunity Zone regulations. From our perspective, down the road, if we did have some challenges in raising capital, I wanted to do a joint venture that Opportunity Zone could prove to be interesting. In terms of more demand, I think what we're seeing is anything that appears to be in an Opportunity Zone, brokers and sellers are blindly asking more money for them thinking that they create more value, but we haven't really seen people being able to buy them and overpay for them, they still have to deliver a reasonable cash flow. And let's face it; you're not creating a lot of value in an Opportunity Zone from an industrial standpoint, because as you know it's rather difficult to be able to develop an industrial product with land cost, rents and escalating construction costs. So I think really you're going to see more of that development, which could take out potentially some industrial supply converting to alternative uses or other sites that already allow for those alternative uses and more density.

And last one for me. Given the strong rental that you've seen over the last several years, has there been any other changes in lease structure, length, bumps anything like that?

Well, for us, we are starting to push 4% increases on some of the projects, we're seeing that becoming a little more common in the market overall from other landlords. So I think you'll see over time if that implemented more and more as the market allows us to do, the property owners, the landlords, we have tremendous power because of the lack of supply. And in a lot of these markets, the supply is even lower than that 2% vacancy factor I quoted in the infill markets. For instance, the largest market in Southern California is the South Bay at about close to 250 million square feet with a 0.9% vacancy rate. So you can pretty much write your own ticket over there on what you might want. But other than that, it's obviously a great time to push term and we're doing that as well. But nothing really else unusual happening. I mean most concessions have already been removed out of the leasing side from industrial, they're very nominal. So really the next frontier is this 4% rent growth.

Our next question is from Blaine Heck with Wells Fargo. Please proceed.

Thanks. Good morning out there. Great results on the leasing front this quarter. One thing I was curious about was the gap between rent spreads on the new leases versus renewal. It was over 10% this quarter and newly spreads are consistently higher. So can you talk about what's driving that? Is it just redeveloped space in that bucket that are demanding higher rents or maybe space where the rents have just grown too high and you're pushing out the legacy tenant? Any color on that spread between new and renewal?

Hi, Blaine. It's Howard. I'll start and then I'm sure Michael wants to jump in. The new leases are really where we have an opportunity to push as hard as we possibly can to maximize rents and we're doing that. On renewals, we really have to have some sensitivity to the occupancy spaces where we're moving a prior rent to in terms of pushing toward market. And so we really weigh that with the quality of the tenant and that type of business that they're in terms of how we view the longevity through market cycles. So there's a different thought process really when we approach the renewal versus new. And some quarters you'll see those spreads actually being closer together and others you'll see them widen, which happened to be this past quarter.

Yes. Maybe just a little more color. The prior eight quarters, our average leasing spreads overall have been pretty consistent with what we delivered this last quarter, which is just tremendous. I mean to have that sustained level of releasing spreads is tremendous. Then on the differentiation between new and renewal, I think it's also a reflection of our business plan. When we have an opportunity, whether it's at or near the time we acquire a property or sometimes many years after we acquire a property and we're able to get to a vacant space, we're going in and our mandate is to proactively convert that space into the most functional space and product in the sub-market. And so consequently we position ourselves really to outcompete relative what market rents are, because market rents again reflect a very large deep basket of product. These are incredibly large deep market. And so, and I think it's just a reflection type business model that's working and the team is really focused and doing a great job here.

Makes sense. Howard, on pricing, have you seen any further movement in cap rates in the past few months or any large bidders coming to the market?

Well, there's plenty of capital out there trying to get into the market and I think the hard part is actually being able to transact and, yes, you really have to have a machine like Rexford to be able to penetrate the market and the differentiator we talked, I think, in our last call mentioning that there are last -- 2018 acquisitions, 73% of those transactions were off-market acquisitions and this year that number has actually even gone up, so year-to-date on our acquisitions, 81% of them have been off-market. So while you might have a lot of capital and want to get into the markets here, very difficult to penetrate as far as from the cap rate standpoint, because of the difficulty in access, you are seeing maybe on some of the larger transactions, a little tightening on those cap rates, a little pressure for them to move down a bit, but we've already crossed that threshold and you're seeing marketed Class A product trading sub 4%. So not unusual that we're really hovering in that same range and some of the other product that's not necessarily Class A is still ranging in that the low-4 to mid upper-4 range depending on the age and quality and so forth.

Okay, and that's helpful. And then a deal we've talked about this before, but you guys have done a great job of taking advantage of your low cost of equity, keeping leverage low while still producing growth. You're once again at a record low debt-to-EBITDA. Does today's interest rate environment give you any more comfort and maybe you utilizing more debt going forward, inducing FFO growth or just, I guess, how more generally are you thinking about funding during the remainder of the year?

Hi, Blaine. Adeel. Thanks for the question. So I think last quarter was definitely a little bit of an aberration. We were -- we had a lot of cash in our books. So that got deployed shortly thereafter. But I think it starts with a discipline that we have been very much focused on in maintaining a very strong balance sheet. So in prior quarter it was at 3 8 times net debt-to-EBITDA and about mid-teens in terms of the total debt to total enterprise value. The key thing here is that we got great sponsor in terms of our lenders on the other side, so we can immediately act on it pretty quickly, right. In terms of the debt environment giving us any pause, not really, I think it's a matter of fact things have calmed down a little bit. There was certainly a lot of fluctuation taking place latter part of last year. Things have actually managed -- in our favor for the most part I think for all the real estate groups out there, so I think that's not giving us a pause at all. I think as soon as you were in a position where the acquisition continues to go down the direction we consult with that pretty quickly. But I think maintaining that discipline is the very important.

Blaine, we -- just strategically we like low leverage overall particularly at this point in the cycle and it really comes down as to some degree of timing with respect to the last quarter. We saw the transaction activity was going to be fairly meaningful for the quarter. And so we were proactive in utilizing the ATM. And so, it all worked out. You just can't perfectly time the closing of the transaction with the raising of your equity, but we think it was pretty darn good timing, and Adeel and the team did a fantastic job so far this year. So we're very pleased and we look to maintain a low leverage profile through the end of the year.

Our next question is from Michael Mueller with JP Morgan. Please proceed.

Hello?

Michael, are you there?

Oh yes, can you hear me? Okay. Sorry about that. Phone issue. Quick question, when I'm looking at the repositioning pipeline in the supplemental, it looks like everything that is targeted for completion at some point in 2019 is maybe 3 to 10 months for it to stabilize anything in 2020 maybe a year and year and a half. And I guess just in terms of color on there, is it -- is the differentiator you're looking where you're adding new square footage, so you're bumping that out and that's why that's taking longer or is it you're just closer in and your leasing to stop today, that's coming on the line later this year, so that's why you have a smaller gap. Just curious about that color.

Hi, Michael, it's Howard. A lot of it has to do with just where we are in the process. For -- whether it's a repositioning of an existing building or we're getting some permits to add new square footage, we're generally working with the cities and we're working through the required permits and some cities quicker than others, some move extraordinarily slow. So we try to adjust on a quarterly basis to give you guys a clear picture of what's really happening with each of these projects. And so, the ones that are more near term in terms of that lease up are the ones that are progressing further along in terms of probably being more under construction at this point or close to starting versus still in the entitlement or permitting phase. End of Q&A

We have reached the end of our question-and-answer session. I would like to turn the call back over to management for closing remarks.

All right. On behalf of the company, we just want to thank everybody for joining us today. Thank you for your support, and we look forward to reconnecting in about three months.

Thank you. This concludes today's conference. You may disconnect your lines at this time and thank you for your participation.