STAG Industrial Inc STAG

NYS: STAG | ISIN: US85254J1025   15/11/2024
36,21 USD (+0,22%)
(+0,22%)   15/11/2024

Stag Industrial Announces Third Quarter 2023 Results

BOSTON, Oct. 26, 2023 /PRNewswire/ -- STAG Industrial, Inc. (the "Company") (NYSE:STAG), today announced its financial and operating results for the quarter ended September 30, 2023.

"STAG continues to produce impressive operating results and cash flow growth this year," said Bill Crooker, President and Chief Executive Officer of the Company. "We will remain patient and opportunistic in this capital market environment, as we are well positioned to capitalize on opportunities with our leverage and liquidity profile."

Third Quarter 2023 Highlights

  • Reported $0.28 of net income per basic and diluted common share for the third quarter of 2023, compared to $0.35 of net income per basic and diluted common share for the third quarter of 2022. Reported $50.0 million of net income attributable to common stockholders for the third quarter of 2023, compared to net income attributable to common stockholders of $63.3 million for the third quarter of 2022.
  • Achieved $0.59 of Core FFO per diluted share for the third quarter of 2023, an increase of 3.5% compared to the third quarter of 2022 Core FFO per diluted share of $0.57.
  • Produced Cash NOI of $140.7 million for the third quarter of 2023, an increase of 6.7% compared to the third quarter of 2022 of $131.8 million.
  • Produced Same Store Cash NOI of $125.9 million for the third quarter of 2023, an increase of 5.3% compared to the third quarter of 2022 of $119.5 million.
  • Produced Cash Available for Distribution of $96.8 million for the third quarter of 2023, an increase of 11.3% compared to the third quarter of 2022 of $87.0 million.
  • Acquired 12 buildings in the third quarter of 2023, consisting of 1.5 million square feet, for $204.3 million, with a Cash Capitalization Rate of 6.2% and a Straight-Line Capitalization Rate of 6.7%.
  • Sold two non-core buildings in the third quarter of 2023, consisting of 719,466 square feet, for $28.4 million.
  • Achieved an Occupancy Rate of 97.6% on the total portfolio and 98.0% on the Operating Portfolio as of September 30, 2023.
  • Commenced Operating Portfolio leases of 2.3 million square feet for the third quarter of 2023, resulting in record Cash Rent Change and Straight-Line Rent Change of 39.3% and 54.2%, respectively.
  • Experienced 74.4% Retention for 2.2 million square feet of leases expiring in the quarter.
  • On July 27, 2023, the Company settled the remaining net proceeds of $61.2 million related to the forward sale under the Company's At-The-Market ("ATM") offering program completed in the second quarter of 2023.
  • As of October 24, 2023, addressed 97.9% of expected 2023 new and renewal leasing, consisting of 12.9 million square feet, achieving Cash Rent Change of 30.1%.

Please refer to the Non-GAAP Financial Measures and Other Definitions section at the end of this release for definitions of capitalized terms used in this release.

The Company will host a conference call tomorrow, Friday, October 27, 2023 at 10:00 a.m. (Eastern Time), to discuss the quarter's results and provide information about acquisitions, operations, capital markets and corporate activities. Details of the call can be found at the end of this release.

Key Financial Measures

THIRD QUARTER 2023 KEY FINANCIAL MEASURES



Three months ended September 30,


Nine months ended September 30,

Metrics


2023


2022


% Change


2023


2022


% Change


(in $000s, except per share data)














Net income attributable to common stockholders


$49,987


$63,271


(21.0) %


$150,953


$148,352


1.8 %


Net income per common share — basic


$0.28


$0.35


(20.0) %


$0.84


$0.83


1.2 %


Net income per common share — diluted


$0.28


$0.35


(20.0) %


$0.84


$0.83


1.2 %


Cash NOI


$140,657


$131,830


6.7 %


$407,798


$383,782


6.3 %


Same Store Cash NOI (1)


$125,855


$119,478


5.3 %


$370,323


$351,730


5.3 %


Adjusted EBITDAre


$130,950


$122,896


6.6 %


$378,686


$355,416


6.5 %


Core FFO


$108,756


$103,342


5.2 %


$313,837


$302,206


3.8 %


Core FFO per share / unit — basic


$0.59


$0.57


3.5 %


$1.71


$1.66


3.0 %


Core FFO per share / unit — diluted


$0.59


$0.57


3.5 %


$1.71


$1.66


3.0 %


Cash Available for Distribution


$96,843


$87,016


11.3 %


$274,110


$256,623


6.8 %


(1)

The Same Store pool accounted for 91.0% of the total portfolio square footage as of September 30, 2023.

Definitions of the above-mentioned non-GAAP financial measures, together with reconciliations to net income (loss) in accordance with GAAP, appear at the end of this release. Please also see the Company's supplemental information package for additional disclosure.

Acquisition and Disposition Activity

For the three months ended September 30, 2023, the Company acquired 12 buildings for $204.3 million with an Occupancy Rate of 84.7% upon acquisition. The chart below details the acquisition activity for the quarter:

THIRD QUARTER 2023 ACQUISITION ACTIVITY

Market

Date
Acquired

Square Feet

Buildings

Purchase
Price ($000s)

W.A. Lease
Term (Years)

Cash
Capitalization
Rate

Straight-Line
Capitalization
Rate

Portland, OR

7/18/2023

121,426

2

$20,685

4.0



Allentown, PA

7/24/2023

222,042

3

34,859

1.2



Philadelphia, PA

7/24/2023

152,625

1

15,031

7.4



Sacramento, CA

8/7/2023

96,658

1

13,725

1.3



Chicago, IL

8/10/2023

400,088

1

41,348

9.9



Indianapolis, IN

9/18/2023

258,000

1

21,306

9.0



Riverside, CA

9/25/2023

157,146

2

36,095

2.3



Dallas, TX

9/29/2023

120,900

1

21,288



Total / weighted average


1,528,885

12

$204,337

5.8

6.2 %

6.7 %

Additionally, in the third quarter, the Company acquired two vacant land parcels for $9.6 million. These assets are excluded from the acquisition activity statistics above.

The chart below details the 2023 acquisition activity and Pipeline through October 24, 2023:

2023 ACQUISITION ACTIVITY AND PIPELINE DETAIL


Square Feet

Buildings

Purchase Price
($000s)

W.A. Lease
Term (Years)

Cash
Capitalization
Rate

Straight-Line
Capitalization
Rate

Q1

$—

NA

NA

Q2

235,003

2

40,664

1.7

6.2 %

6.3 %

Q3

1,528,885

12

204,337

5.8

6.2 %

6.7 %

Total / weighted average

1,763,888

14

$245,001

5.2

6.2 %

6.6 %








As of October 24, 2023







Subsequent to quarter-end acquisitions

0.6 million

3

$67.5 million











Pipeline

23.4 million

151

$3.1 billion




The chart below details the disposition activity for the nine months ended September 30, 2023: 

2023 DISPOSITION ACTIVITY



Square Feet

Buildings

Sale Price ($000s)

Q1

407,710

2

$37,213

Q2

766,620

5

33,809

Q3

719,466

2

28,400

Total

1,893,796

9

$99,422


Leasing Activity

The chart below details the leasing activity for leases commenced during the three months ended September 30, 2023:

THIRD QUARTER 2023 OPERATING PORTFOLIO LEASING ACTIVITY

Lease Type

Square
Feet

Lease
Count

W.A.
Lease
Term
(Years)

Cash

Base
Rent

$/SF

SL Base
Rent

$/SF

Lease

Commissions

$/SF

Tenant
Improvements
$/SF

Cash Rent
Change 

SL Rent
Change

Retention


New Leases

716,511

5

6.0

$8.99

$9.79

$4.70

$1.45

63.2 %

78.4 %



Renewal Leases

1,625,630

14

4.5

$5.58

$5.93

$0.98

$0.27

26.0 %

40.1 %

74.4 %


Total / weighted average

2,342,141

19

5.0

$6.62

$7.11

$2.12

$0.63

39.3 %

54.2 %



The chart below details the leasing activity for leases commenced during the nine months ended September 30, 2023:

2023 YEAR TO DATE OPERATING PORTFOLIO LEASING ACTIVITY

Lease Type

Square

Feet

#
Leases

W.A.
Lease
Term
(Years)

Cash
Base
Rent /SF

GAAP
Base
Rent /SF

Lease

Commissions

/SF

Tenant
Improvement
/SF

Cash Rent
Change

GAAP
Rent
Change

Retention


New Leases

2,194,796

24

4.7

$7.49

$7.94

$2.74

$1.18

47.0 %

58.0 %



Renewal Leases

8,504,365

65

4.3

$5.22

$5.49

$0.87

$0.18

24.0 %

37.0 %

75.8 %


Total / weighted average

10,699,161

89

4.3

$5.68

$5.99

$1.26

$0.39

29.5 %

42.1 %



Additionally, for the three and nine months ended September 30, 2023, leases commenced totaling 60,000 and 1.1 million square feet, respectively, related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.

As of October 24, 2023, addressed 97.9% of expected 2023 new and renewal leasing, consisting of 12.9 million square feet, achieving Cash Rent Change of 30.1%.

Capital Markets Activity

The chart below details the ATM offering program activity for the nine months ended September 30, 2023:

2023 ATM ACTIVITY



Equity (1)

Shares Issued

Price per Share
(Weighted Avg)

Gross
Proceeds
($000s)

Net
Proceeds
($000s)


Q1

$0.00

$0

$0


Q2

249,016

$35.55

$8,854

$8,765


Q3

$0.00

$0

$0


Total / weighted average

249,016

$35.55

$8,854

$8,765


(1) Excludes ATM issuances on a forward basis that were settled during the nine months ended September 30, 2023, which are discussed below.

On July 27, 2023, the Company settled the remaining net proceeds of $61.2 million related to the forward sale under the the Company's ATM offering program completed in the second quarter of 2023. None are outstanding as of September 30, 2023.

As of September 30, 2023, Net Debt to Annualized Run Rate Adjusted EBITDAre was 4.9x and Liquidity was $682.6 million.

Conference Call

The Company will host a conference call tomorrow, Friday, October 27, 2023, at 10:00 a.m. (Eastern Time) to discuss the quarter's results.  The call can be accessed live over the phone toll-free by dialing (877) 407-4018, or for international callers, (201) 689-8471.  A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671.  The passcode for the replay is 13741324.

Interested parties may also listen to a simultaneous webcast of the conference call by visiting the Investor Relations section of the Company's website at www.stagindustrial.com, or by clicking on the following link:

http://ir.stagindustrial.com/QuarterlyResults 

Supplemental Schedule

The Company has provided a supplemental information package with additional disclosure and financial information on its website (www.stagindustrial.com) under the "Quarterly Results" tab in the Investor Relations section.

CONSOLIDATED BALANCE SHEETS

STAG Industrial, Inc.

(unaudited, in thousands, except share data) 


September 30, 2023


December 31, 2022

Assets




Rental Property:




Land

$                    691,155


$                     647,098

Buildings and improvements, net of accumulated depreciation of $880,562 and $763,128,
respectively

4,803,833


4,706,745

Deferred leasing intangibles, net of accumulated amortization of $380,198 and $328,848,
respectively

457,730


508,935

Total rental property, net

5,952,718


5,862,778

Cash and cash equivalents

10,944


25,884

Restricted cash

1,086


905

Tenant accounts receivable

120,813


115,509

Prepaid expenses and other assets

83,520


71,733

Interest rate swaps

76,891


72,223

Operating lease right-of-use assets

30,042


31,313

Assets held for sale, net


4,643

Total assets

$                 6,276,014


$                  6,184,988

Liabilities and Equity




Liabilities:




Unsecured credit facility

$                    325,000


$                     175,000

Unsecured term loans, net

1,021,439


1,020,440

Unsecured notes, net

1,195,694


1,295,442

Mortgage notes, net

7,642


7,898

Accounts payable, accrued expenses and other liabilities

100,632


97,371

Tenant prepaid rent and security deposits

42,171


40,847

Dividends and distributions payable

22,726


22,282

Deferred leasing intangibles, net of accumulated amortization of $29,599 and $24,593,
respectively

31,331


32,427

Operating lease liabilities

34,016


35,100

Total liabilities

2,780,651


2,726,807

Equity:




Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at September 30,
2023 and December 31, 2022; none issued or outstanding


Common stock, par value $0.01 per share, 300,000,000 shares authorized at September 30,
2023 and December 31, 2022, 181,513,614 and 179,248,980 shares issued and outstanding
at September 30, 2023 and December 31, 2022, respectively

1,815


1,792

Additional paid-in capital

4,266,758


4,188,677

Cumulative dividends in excess of earnings

(923,706)


(876,145)

Accumulated other comprehensive income

75,086


70,500

Total stockholders' equity

3,419,953


3,384,824

Noncontrolling interest

75,410


73,357

Total equity

3,495,363


3,458,181

Total liabilities and equity

$                 6,276,014


$                  6,184,988





 

CONSOLIDATED STATEMENTS OF OPERATIONS

STAG Industrial, Inc.

(unaudited, in thousands, except per share data)


Three months ended September 30,


Nine months ended September 30,


2023


2022


2023


2022

Revenue








Rental income

$            177,858


$            164,683


$            522,565


$            484,341

Other income

1,423


1,622


1,963


2,673

Total revenue

179,281


166,305


524,528


487,014

Expenses








Property

34,429


30,087


102,985


90,736

General and administrative

11,097


10,884


35,833


35,431

Depreciation and amortization

69,761


69,456


207,199


206,101

Loss on impairment


1,783



1,783

Other expenses

773


578


4,109


1,607

Total expenses

116,060


112,788


350,126


335,658

Other income (expense)








Interest and other income

17


26


53


83

Interest expense

(23,753)


(21,155)


(69,225)


(56,310)

Debt extinguishment and modification expenses


(838)



(838)

Gain on the sales of rental property, net

11,683


33,168


49,343


57,499

Total other income (expense)

(12,053)


11,201


(19,829)


434

Net income

$             51,168


$             64,718


$            154,573


$            151,790

Less: income attributable to noncontrolling interest

1,128


1,388


3,461


3,258

Net income attributable to STAG Industrial, Inc.

$             50,040


$             63,330


$            151,112


$            148,532

Less: amount allocated to participating securities

53


59


159


180

Net income attributable to common stockholders

$             49,987


$             63,271


$            150,953


$            148,352

Weighted average common shares outstanding — basic

180,803


179,054


179,810


178,648

Weighted average common shares outstanding — diluted

181,163


179,162


180,070


178,790

Net income per share — basic and diluted








Net income per share attributable to common stockholders — basic

$                 0.28


$                 0.35


$                 0.84


$                 0.83

Net income per share attributable to common stockholders — diluted

$                 0.28


$                 0.35


$                 0.84


$                 0.83









 

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

STAG Industrial, Inc.

(unaudited, in thousands) 


Three months ended September 30,


Nine months ended September 30,


2023


2022


2023


2022

NET OPERATING INCOME RECONCILIATION








Net income

$             51,168


$             64,718


$            154,573


$            151,790

General and administrative

11,097


10,884


35,833


35,431

Depreciation and amortization

69,761


69,456


207,199


206,101

Interest and other income

(17)


(26)


(53)


(83)

Interest expense

23,753


21,155


69,225


56,310

Loss on impairment


1,783



1,783

Debt extinguishment and modification expenses


838



838

Other expenses

773


578


4,109


1,607

Gain on the sales of rental property, net

(11,683)


(33,168)


(49,343)


(57,499)

Net operating income

$            144,852


$            136,218


$            421,543


$            396,278









Net operating income

$            144,852


$            136,218


$            421,543


$            396,278

Rental property straight-line rent adjustments, net

(3,897)


(4,293)


(13,255)


(12,288)

Amortization of above and below market leases, net

(298)


(95)


(490)


(208)

Cash net operating income

$            140,657


$            131,830


$            407,798


$            383,782









Cash net operating income

$            140,657







Cash NOI from acquisitions' and dispositions' timing

649







Cash termination, solar and other income

(2,218)







Run Rate Cash NOI

$            139,088















Same Store Portfolio NOI








Total NOI

$            144,852


$            136,218


$            421,543


$            396,278

Less: NOI non-same-store properties

(14,065)


(11,969)


(38,050)


(29,078)

Termination, solar and other adjustments, net

(1,586)


(961)


(2,936)


(3,569)

Same Store NOI

$            129,201


$            123,288


$            380,557


$            363,631

Less: straight-line rent adjustments, net

(3,504)


(3,951)


(10,650)


(11,984)

Plus: amortization of above and below market leases, net

158


141


416


83

Same Store Cash NOI

$            125,855


$            119,478


$            370,323


$            351,730









EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION








Net income

$             51,168


$             64,718


$            154,573


$            151,790

Depreciation and amortization

69,761


69,456


207,199


206,101

Interest and other income

(17)


(26)


(53)


(83)

Interest expense

23,753


21,155


69,225


56,310

Loss on impairment


1,783



1,783

Gain on the sales of rental property, net

(11,683)


(33,168)


(49,343)


(57,499)

EBITDAre

$            132,982


$            123,918


$            381,601


$            358,402









ADJUSTED EBITDAre RECONCILIATION








EBITDAre

$            132,982


$            123,918


$            381,601


$            358,402

Straight-line rent adjustments, net

(3,948)


(4,351)


(13,414)


(12,440)

Amortization of above and below market leases, net

(298)


(95)


(490)


(208)

Non-cash compensation expense

2,602


2,738


8,987


9,408

Non-recurring other items

(388)


(152)


2,002


(584)

Debt extinguishment and modification expenses


838



838

Adjusted EBITDAre

$            130,950


$            122,896


$            378,686


$            355,416









 

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

STAG Industrial, Inc.

(unaudited, in thousands, except per share data)


Three months ended September 30,


Nine months ended September 30,


2023


2022


2023


2022

CORE FUNDS FROM OPERATIONS RECONCILIATION








Net income

$             51,168


$             64,718


$            154,573


$            151,790

Rental property depreciation and amortization

69,701


69,400


207,029


205,938

Loss on impairment


1,783



1,783

Gain on the sales of rental property, net

(11,683)


(33,168)


(49,343)


(57,499)

Funds from operations

$            109,186


$            102,733


$            312,259


$            302,012

Amount allocated to restricted shares of common stock and unvested units

(132)


(134)


(423)


(436)

Funds from operations attributable to common stockholders and unit
holders

$            109,054


$            102,599


$            311,836


$            301,576









Funds from operations attributable to common stockholders and unit
holders

$            109,054


$            102,599


$            311,836


$            301,576

Amortization of above and below market leases, net

(298)


(95)


(490)


(208)

Non-recurring dead deal costs



2,491


Debt extinguishment and modification expenses


838



838

Core funds from operations

$            108,756


$            103,342


$            313,837


$            302,206









Weighted average common shares and units








Weighted average common shares outstanding

180,803


179,054


179,810


178,648

Weighted average units outstanding

3,859


3,710


3,882


3,683

Weighted average common shares and units - basic

184,662


182,764


183,692


182,331

Dilutive shares

360


108


260


142

Weighted average common shares, units, and other dilutive shares -
diluted

185,022


182,872


183,952


182,473

Core funds from operations per share / unit - basic

$                 0.59


$                 0.57


$                 1.71


$                 1.66

Core funds from operations per share / unit - diluted

$                 0.59


$                 0.57


$                 1.71


$                 1.66









CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION








Core funds from operations

$            108,756


$            103,342


$            313,837


$            302,206

Amount allocated to restricted shares of common stock and unvested units

132



423


Non-rental property depreciation and amortization

60


56


170


163

Straight-line rent adjustments, net

(3,948)


(4,351)


(13,414)


(12,440)

Capital expenditures

(5,602)


(6,503)


(22,369)


(22,379)

Capital expenditures reimbursed by tenants

(1,058)



(1,328)


(804)

Lease commissions and tenant improvements

(5,075)


(9,277)


(15,120)


(22,286)

Non-cash portion of interest expense

976


1,011


2,924


2,755

Non-cash compensation expense

2,602


2,738


8,987


9,408

Cash available for distribution

$             96,843


$             87,016


$            274,110


$            256,623









Non-GAAP Financial Measures and Other Definitions

Acquisition Capital Expenditures: We define Acquisition Capital Expenditures as capital expenditures identified at the time of acquisition. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under the Company's ownership.  

Cash Available for Distribution: Cash Available for Distribution represents Core FFO, excluding non-rental property depreciation and amortization, straight-line rent adjustments, non-cash portion of interest expense, non-cash compensation expense, and deducts capital expenditures reimbursed by tenants, capital expenditures, leasing commissions and tenant improvements, and severance costs.

Cash Available for Distribution should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. 

Cash Available for Distribution excludes, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, our calculation of Cash Available for Distribution may not be comparable to similarly titled measures disclosed by other REITs. 

Cash Capitalization Rate: We define Cash Capitalization Rate as calculated by dividing (i) the Company's estimate of year one cash net operating income from the applicable property's operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022.  

Cash Rent Change: We define Cash Rent Change as the percentage change in the base rent of the lease commenced during the period compared to the base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the termination of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses.

Comparable Lease: We define a Comparable Lease as a lease in the same space with a similar lease structure as compared to the previous in-place lease, excluding new leases for space that was not occupied under our ownership.

Earnings before Interest, Taxes, Depreciation, and Amortization for Real Estate (EBITDAre), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Run Rate Adjusted EBITDAre, and Annualized Run Rate Adjusted EBITDAre: We define EBITDAre in accordance with the standards established by the National Association of Real Estate Investment Trusts ("NAREIT"). EBITDAre represents net income (loss) (computed in accordance with GAAP) before interest expense, interest and other income, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. Adjusted EBITDAre further excludes straight-line rent adjustments, non-cash compensation expense, amortization of above and below market leases, net, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, and other non-recurring items.  

We define Annualized Adjusted EBITDAre as Adjusted EBITDAre multiplied by four.

We define Run Rate Adjusted EBITDAre as Adjusted EBITDAre plus incremental Adjusted EBITDAre adjusted for a full period of acquisitions and dispositions. Run Rate Adjusted EBITDAre does not reflect the Company's historical results and does not predict future results, which may be substantially different.

We define Annualized Run Rate Adjusted EBITDAre as Run Rate Adjusted EBITDAre excluding allowable one-time items multiplied by four plus allowable one-time items.

EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. We believe that EBITDAre, Adjusted EBITDAre, and Run Rate Adjusted EBITDAre are helpful to investors as supplemental measures of the operating performance of a real estate company because they are direct measures of the actual operating results of our properties. We also use these measures in ratios to compare our performance to that of our industry peers. 

Funds from Operations (FFO) and Core FFO: We define FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts ("NAREIT"). FFO represents net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, gains (losses) from sales of land, impairment write-downs of depreciable real estate, rental property depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures. Core FFO excludes amortization of above and below market leases, net, debt extinguishment and modification expenses, gain (loss) on involuntary conversion, gain (loss) on swap ineffectiveness, and non-recurring other expenses.

None of FFO or Core FFO should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements.  We use FFO as a supplemental performance measure because it is a widely recognized measure of the performance of REITs.  FFO may be used by investors as a basis to compare our operating performance with that of other REITs.  We and investors may use Core FFO similarly as FFO. 

However, because FFO and Core FFO exclude, among other items, depreciation and amortization and capture neither the changes in the value of our buildings that result from use or market conditions of our buildings, all of which have real economic effects and could materially impact our results from operations, the utility of these measures as measures of our performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Similarly, our calculation of Core FFO may not be comparable to similarly titled measures disclosed by other REITs. 

GAAP: We define GAAP as generally accepted accounting principles in the United States.

Liquidity: We define Liquidity as the amount of aggregate undrawn nominal commitments the Company could immediately borrow under the Company's unsecured debt instruments, consistent with the financial covenants, plus unrestricted cash balances.

Market: We define Market as the market defined by CBRE-EA based on the building address. If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

Net Debt: We define Net Debt as the outstanding principal balance of the Company's total debt, less cash and cash equivalents.

Net operating income (NOI), Cash NOI, and Run Rate Cash NOI: We define NOI as rental income, including reimbursements, less property expenses, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, gain (loss) on involuntary conversion, debt extinguishment and modification expenses, gain on sales of rental property, and other expenses.

We define Cash NOI as NOI less rental property straight-line rent adjustments and less amortization of above and below market leases, net.

We define Run Rate Cash NOI as Cash NOI plus Cash NOI adjusted for a full period of acquisitions and dispositions, less cash termination income, solar income and revenue associated with one-time tenant reimbursements of capital expenditures. Run Rate Cash NOI does not reflect the Company's historical results and does not predict future results, which may be substantially different.

We consider NOI, Cash NOI and Run Rate Cash NOI to be appropriate supplemental performance measures to net income because we believe they help us, and investors understand the core operations of our buildings. None of these measures should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, these measurements should be compared with our reported net income or net loss in accordance with GAAP, as presented in our consolidated financial statements. Further, our calculations of NOI, Cash NOI and Run Rate NOI may not be comparable to similarly titled measures disclosed by other REITs. 

Occupancy Rate: We define Occupancy Rate as the percentage of total leasable square footage for which either revenue recognition has commenced in accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.

Operating Portfolio: We define the Operating Portfolio as all buildings that were acquired stabilized or have achieved Stabilization. The Operating Portfolio excludes non-core flex/office buildings, buildings contained in the Value Add Portfolio, and buildings classified as held for sale.

Pipeline: We define Pipeline as a point in time measure that includes all of the transactions under consideration by the Company's acquisitions group that have passed the initial screening process. The pipeline also includes transactions under contract and transactions with non-binding LOIs.

Renewal Lease: We define a Renewal Lease as a lease signed by an existing tenant to extend the term for 12 months or more, including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration, or (iii) an early renewal or workout, which ultimately does extend the original term for 12 months or more.

Retention: We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square footage of leases expiring in the period for assets included in the Operating Portfolio.

Same Store: We define Same Store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for Same Store properties exclude termination fees, solar income, and revenue associated with one-time tenant reimbursements of capital expenditures. Same Store properties exclude Operating Portfolio properties with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2021.

Stabilization: We define Stabilization for assets under development or redevelopment to occur as the earlier of achieving 90% occupancy or 12 months after completion. Stabilization for assets that were acquired and immediately added to the Value Add Portfolio occurs under the following:

  • if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition date;
  • if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.

Straight-Line Capitalization Rate: We define Straight-Line Capitalization Rate as calculated by dividing (i) the Company's estimate of average annual net operating income from the applicable property's operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, solar income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the GAAP purchase price plus estimated Acquisition Capital Expenditures. These Capitalization Rate estimates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

Straight-Line Rent Change (SL Rent Change): We define SL Rent Change as the percentage change in the average monthly base rent over the term of the lease that commenced during the period compared to the Comparable Lease for assets included in the Operating Portfolio. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses, and this calculation excludes the impact of any holdover rent.

Value Add Portfolio: We define the Value Add Portfolio as properties that meet any of the following criteria:

  • less than 75% occupied as of the acquisition date
  • will be less than 75% occupied due to known move-outs within two years of the acquisition date;
  • out of service with significant physical renovation of the asset;
  • development.

Weighted Average Lease Term: We define Weighted Average Lease Term as the contractual lease term in years as of the lease start date weighted by square footage. Weighted Average Lease Term related to acquired assets reflects the remaining lease term in years as of the acquisition date weighted by square footage.

Forward-Looking Statements

This earnings release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. STAG Industrial, Inc. (STAG) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe STAG's future plans, strategies and expectations, are generally identifiable by use of the words "believe," "will," "expect," "intend," "anticipate," "estimate," "should", "project" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond STAG's control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk factors discussed in STAG's most recent Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Company's subsequent reports filed with the Securities and Exchange Commission.  Accordingly, there is no assurance that STAG's expectations will be realized. Except as otherwise required by the federal securities laws, STAG disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in STAG's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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SOURCE STAG Industrial, Inc.

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