EX-99.1 2 q32024earningsrelease.htm EX-99.1 Document

staglogoa031a24.jpg
 
STAG INDUSTRIAL宣佈2024年第三季度業績
 
波士頓,麻州 - 2024年10月29日 - STAG Industrial, Inc.(“公司”)(紐交所:STAG)今天宣布了截至2024年9月30日的財務和營運成果。 截至2024年9月30日結束的季度,STAG Industrial, Inc.(NYSE:STAG)宣布了其財務和運營結果。

“STAG本季執行了其業務計劃,使公司更接近實現2024年目標,”公司總裁兼執行長比爾·克魯克說道。“我們的內部增長,以及我們的收購和開發將使我們能夠實現強勁的核心FFO增長。”

2024 年第三季度亮點

第三季2024年每股基本和稀釋普通股的凈利潤為$0.23,較2023年第三季每股基本和稀釋普通股的凈利潤$0.28。2024年第三季共同股東應佔的凈利潤為$4180萬,較2023年第三季共同股東應佔的凈利潤$5000萬。

2024年第三季,每股稀釋的核心FFO達到0.60美元。 與2023年第三季的每股稀釋核心FFO 0.59美元相比,增長1.7%。

2024年第三季度現金淨收入為$14840萬,較2023年第三季度的$14070萬增加。

2024年第三季度同店現金淨收入為$13820萬,相對於2023年第三季度的$13240萬。

2024年第三季度的可分配现金为8800万美元,相比于2023年第三季度的9680万美元。

2024年第三季度收購了六棟建築,總面積613,839平方英尺,價值11300萬美元,現金資本化率為6.7%,直線資本化率為7.2%。

以1090萬美元收購了兩個空置土地。這些資產不包括在上述的收購統計中。

於2024年第三季度出售了一座建築,佔地面積177,071平方英尺,售價為2260萬美元。

截至2024年9月30日,整個投資組合的出租率達到97.1%,營運投資組合的出租率達到97.8%。

2024年第三季已開始經營330萬平方英尺的投資組合租賃,導致現金租金變動率和直線租金變動率分別為24.6%和34.3%。

過去季度所到期合約佔320萬平方英尺的62.5%續約率。

2024年9月10日,公司對其無抵押信貸設施進行了再融資,原定於2025年10月到期,現在到期日為2028年9月8日,並具有兩個六個月的展期期權,定價未做任何變動。

截至2024年10月28日,已處理預期2024年新租賃和續租的99.5%,佔1320萬平方英尺,實現現金租金變動率28.5%。

截至2024年10月28日,已解決預期2025年新租約和續租的37.8%,總計570萬平方英尺,實現現金租金變動率為24.1%。

透過公司的市價("ATM")發行計劃,在2024年第三季度以前向前出售的股本籌集了9310萬美元的總產品。

在季末後的2024年10月1日,公司已按期支付了5,000萬美元的固定利率優先無抵押票據。

請參閱本公告末尾的非依照會計準則財務措施和其他定義部分,了解本公告中使用的大寫字詞的定義。
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公司將於2024年10月30日(星期三)上午10:00(美東時間)舉行一次電話看漲,以討論本季度的業績,並提供有關收購、運營、資本市場和公司活動的資訊。請參閱本公告末尾的通話詳情。
Key Financial Measures
 
2024年第三季關鍵財務指標
 截至9月30日的三個月内,截至九月三十日止九個月,
指標20242023百分比變化20242023百分比變化
(以$000s為單位,除每股數據外)   
歸屬於普通股股東的淨利潤$41,811$49,987(16.4)%$138,128$150,953(8.5)%
每普通股凈利潤 — 基本 $0.23$0.28(17.9)%$0.76$0.84(9.5)%
每股稀釋後淨利$0.23$0.28(17.9)%$0.76$0.84(9.5)%
現金淨收入$148,415$140,6575.5 %$442,319$407,7988.5 %
同店現金淨收入 (1)
$138,173$132,4024.4 %$413,460$389,5226.1 %
調整後的稅前利潤減除折舊及攤銷後的費用重要提示
$138,741$130,9505.9 %$412,134$378,6868.8 %
基本資金運用盈餘$110,765$108,7561.8 %$332,951$313,8376.1 %
每股/單位基本核心基金運營所得$0.60$0.591.7 %$1.79$1.714.7 %
每股/單位稀釋後核心基金運營所得$0.60$0.591.7 %$1.79$1.714.7 %
可供分配現金$87,965$96,843(9.2)%$281,217$274,1102.6 %
(1) 截至2024年9月30日,同店鋪占整個投資組合面積的93.7%。

上述非依照通用會計原則(GAAP)的財務指標定義,以及與凈利潤結算的調解,已收錄於此公告結尾處。請同時查閱公司的附加資訊套件以瞭解更多披露。
併購、開發和處置活動
截至2024年9月30日止三個月,公司以11300萬美元收購了六棟建築,並在收購時的佔用率為100.0%。下面的圖表詳細說明了該季度的收購活動:

2024年第三季併購活動
市場日期取得平方英尺建築物購買價格(千美元)W.A.租賃期限(年)現金佔資本比率直線財務報表資本化率
拉格朗日,喬治亞州9/9/2024323,3681$34,8707.5
麻薩諸塞州波士頓9/12/2024290,471578,1274.9
總計/加權平均613,8396$112,9976.26.7%7.2%

在第三季度,公司以190萬美元收購了一處空地。此資產不計入上述的收購活動統計數據。

在第三季度,公司以900萬美元的價格收購了一個空地地段,作為參與創業公司計畫的一部分。這個資產不包含在上述的收購活動統計數據中。

下圖詳細說明了截至2024年10月28日的收購活動和管道:

2024年併購活動和管道詳情
平方英尺建築物購入價格(千美元)W.A.租期(年)現金資本化率直線資本化率
Q1697,5001$50,0736.86.1%6.8%
Q22,193,68410225,6224.46.7%7.0%
Q3613,8396112,9976.26.7%7.2%
總計/加權平均3,505,02317$388,6925.26.6%7.0%
截至2024年10月28日
在季末後的收購活動之後500,00026600萬美元
管道3360萬20142億美元

截至今年到目前為止,該公司以1,910萬美元收購了三個空置土地地塊。這些資產不計入上述收購活動的統計。
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以下圖表詳細說明了截至2024年9月30日的九個月處置活動。:

2024處置活動
平方英尺建築物售價(千元)
Q1$—
Q21,106,217778,196
Q3177,071122,550
總計1,283,2888$100,746
租賃活動
下面的圖表詳細說明了2024年9月30日結束的三個月內開始的租賃活動:
 
2024年第三季度營運組合租賃活動
租賃類型平方英尺租賃計數W.A.租賃期限(年)現金
基本租金
每平方英尺租金
SL基本租金
$/SF
租賃
佣金
$/SF
每平方英尺的租戶改善 $/SF
現金租金變動
SL房租變動保留
新增租賃1,294,28263.8$5.46$5.47$1.18$0.2622.1%27.4%
續租租賃2,009,016144.4$6.61$7.02$1.10$0.3526.0%38.0%62.5%
總計/加權平均3,303,298204.2$6.16$6.41$1.13$0.3224.6%34.3%

The chart below details the leasing activity for leases commenced during the nine months ended September 30, 2024:

2024 YEAR TO DATE OPERATING PORTFOLIO LEASING ACTIVITY
Lease TypeSquare FeetLease CountW.A. Lease Term (Years)Cash
Base Rent
$/SF
SL Base Rent
$/SF
Lease
Commissions
$/SF
Tenant Improvements $/SF
Cash Rent Change
SL Rent ChangeRetention
New Leases2,582,265154.5$5.66$5.81$1.52$0.4423.4%32.2%
Renewal Leases8,536,341604.6$6.12$6.47$1.00$0.2832.8%46.9%76.5%
Total / weighted average11,118,606754.6$6.01$6.32$1.12$0.3130.6%43.5%

Additionally, for the three and nine months ended September 30, 2024, leases commenced totaling 11,660 and 402,432 square feet, respectively, related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.

As of October 28, 2024, addressed 99.5% of expected 2024 new and renewal leasing, consisting of 13.2 million square feet, achieving Cash Rent Change of 28.5%.

As of October 28, 2024, addressed 37.8% of expected 2025 new and renewal leasing, consisting of 5.7 million square feet, achieving Cash Rent Change of 24.1%.
Capital Markets Activity
In the third quarter of 2024, the Company sold 2.3 million shares on a forward basis under the ATM common stock offering program at an average price of $39.89 per share, or $93.1 million. The Company does not initially receive any proceeds from the sale of shares on a forward basis and has until the third quarter in 2025 to settle the forward contracts.
The Company has total forward equity net proceeds of $164.3 million available as of September 30, 2024.
On September 10, 2024, the Company refinanced its Unsecured Credit Facility. The refinanced revolving credit facility matures on September 8, 2028, with two six-month extension options, subject to certain conditions and no changes to pricing.
As of September 30, 2024, Net Debt to Annualized Run Rate Adjusted EBITDAre was 5.1x and Liquidity was $810.0 million.
Subsequent to quarter end, on October 1, 2024, the Company paid at maturity its $50 million fixed rate senior unsecured note.
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Conference Call
 
The Company will host a conference call tomorrow, Wednesday, October 30, 2024, 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 13749104.
 
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.

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CONSOLIDATED BALANCE SHEETS
STAG Industrial, Inc.
(unaudited, in thousands, except share data) 
 September 30, 2024December 31, 2023
Assets  
Rental Property:  
Land$739,975 $698,633 
Buildings and improvements, net of accumulated depreciation of $1,042,046 and $921,846, respectively5,054,195 4,838,522 
Deferred leasing intangibles, net of accumulated amortization of $369,301 and $360,094, respectively413,509 435,722 
Total rental property, net6,207,679 5,972,877 
Cash and cash equivalents70,036 20,741 
Restricted cash1,108 1,127 
Tenant accounts receivable128,366 128,274 
Prepaid expenses and other assets101,922 80,455 
Interest rate swaps29,016 50,418 
Operating lease right-of-use assets28,105 29,566 
Total assets$6,566,232 $6,283,458 
Liabilities and Equity  
Liabilities:  
Unsecured credit facility$256,000 $402,000 
Unsecured term loans, net1,021,513 1,021,773 
Unsecured notes, net1,643,821 1,195,872 
Mortgage notes, net4,247 4,401 
Accounts payable, accrued expenses and other liabilities139,879 83,152 
Interest rate swaps3,027 — 
Tenant prepaid rent and security deposits47,056 44,238 
Dividends and distributions payable22,937 22,726 
Deferred leasing intangibles, net of accumulated amortization of $29,055 and $26,613, respectively31,195 29,908 
Operating lease liabilities32,217 33,577 
Total liabilities3,201,892 2,837,647 
Equity:  
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at September 30, 2024 and December 31, 2023; none issued or outstanding— — 
Common stock, par value $0.01 per share, 300,000,000 shares authorized at September 30, 2024 and December 31, 2023, 182,205,640 and 181,690,867 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively1,822 1,817 
Additional paid-in capital4,281,290 4,272,376 
Cumulative dividends in excess of earnings(1,012,760)(948,720)
Accumulated other comprehensive income25,320 49,207 
Total stockholders’ equity3,295,672 3,374,680 
Noncontrolling interest68,233 71,131 
Noncontrolling interest in joint venture435 — 
Total equity3,364,340 3,445,811 
Total liabilities and equity$6,566,232 $6,283,458 
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CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended September 30,Nine months ended September 30,
 2024202320242023
Revenue            
Rental income$190,286 $177,858 $564,155 $522,565 
Other income453 1,423 3,904 1,963 
Total revenue190,739 179,281 568,059 524,528 
Expenses   
Property38,015 34,429 114,564 102,985 
General and administrative11,978 11,097 36,758 35,833 
Depreciation and amortization72,506 69,761 219,213 207,199 
Loss on impairment— — 4,967 — 
Other expenses545 773 1,703 4,109 
Total expenses123,044 116,060 377,205 350,126 
Other income (expense)   
Interest and other income 14 17 39 53 
Interest expense(28,705)(23,753)(81,498)(69,225)
Debt extinguishment and modification expenses(36)— (703)— 
Gain on involuntary conversion 3,568 — 9,285 — 
Gain on the sales of rental property, net195 11,683 23,281 49,343 
Total other income (expense)(24,964)(12,053)(49,596)(19,829)
Net income$42,731 $51,168 $141,258 $154,573 
Less: income attributable to noncontrolling interest875 1,128 2,992 3,461 
Net income attributable to STAG Industrial, Inc.$41,856 $50,040 $138,266 $151,112 
Less: amount allocated to participating securities45 53 138 159 
Net income attributable to common stockholders$41,811 $49,987 $138,128 $150,953 
Weighted average common shares outstanding — basic182,027 180,803 181,899 179,810 
Weighted average common shares outstanding — diluted182,297 181,163 182,173 180,070 
Net income per share — basic and diluted    
Net income per share attributable to common stockholders — basic$0.23 $0.28 $0.76 $0.84 
Net income per share attributable to common stockholders — diluted$0.23 $0.28 $0.76 $0.84 
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RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands) 
Three months ended September 30,Nine months ended September 30,
2024202320242023
NET OPERATING INCOME RECONCILIATION
Net income$42,731 $51,168 $141,258 $154,573 
General and administrative11,978 11,097 36,758 35,833 
Depreciation and amortization72,506 69,761 219,213 207,199 
Interest and other income(14)(17)(39)(53)
Interest expense28,705 23,753 81,498 69,225 
Loss on impairment— — 4,967 — 
Gain on involuntary conversion (3,568)— (9,285)— 
Debt extinguishment and modification expenses36 — 703 — 
Other expenses545 773 1,703 4,109 
Gain on the sales of rental property, net(195)(11,683)(23,281)(49,343)
Net operating income$152,724 $144,852 $453,495 $421,543 
Net operating income$152,724 $144,852 $453,495 $421,543 
Rental property straight-line rent adjustments, net(3,779)(3,897)(11,178)(13,255)
Amortization of above and below market leases, net(530)(298)(490)
Cash net operating income$148,415 $140,657 $442,319 $407,798 
Cash net operating income$148,415 
Cash NOI from acquisitions' and dispositions' timing1,434 
Cash termination, solar and other income(869)
Run Rate Cash NOI$148,980 
Same Store Portfolio NOI
Total NOI$152,724 $144,852 $453,495 $421,543 
Less: NOI non-same-store properties(11,023)(5,963)(27,687)(15,333)
Termination, solar and other adjustments, net(824)(1,306)(4,340)(2,613)
Same Store NOI$140,877 $137,583 $421,468 $403,597 
Less: straight-line rent adjustments, net(2,782)(5,073)(8,272)(13,675)
Plus: amortization of above and below market leases, net78 (108)264 (400)
Same Store Cash NOI$138,173 $132,402 $413,460 $389,522 
EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION
Net income$42,731 $51,168 $141,258 $154,573 
Depreciation and amortization72,506 69,761 219,213 207,199 
Interest and other income(14)(17)(39)(53)
Interest expense28,705 23,753 81,498 69,225 
Loss on impairment— — 4,967 — 
Gain on the sales of rental property, net(195)(11,683)(23,281)(49,343)
EBITDAre
$143,733 $132,982 $423,616 $381,601 
ADJUSTED EBITDAre RECONCILIATION
EBITDAre
$143,733 $132,982 $423,616 $381,601 
Straight-line rent adjustments, net(3,853)(3,948)(11,384)(13,414)
Amortization of above and below market leases, net(530)(298)(490)
Non-cash compensation expense2,952 2,602 8,813 8,987 
Non-recurring other items(29)(388)(331)2,002 
Gain on involuntary conversion (3,568)— (9,285)— 
Debt extinguishment and modification expenses36 — 703 — 
Adjusted EBITDAre
$138,741 $130,950 $412,134 $378,686 

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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,
2024202320242023
CORE FUNDS FROM OPERATIONS RECONCILIATION
Net income$42,731 $51,168 $141,258 $154,573 
Rental property depreciation and amortization72,421 69,701 219,002 207,029 
Loss on impairment— — 4,967 — 
Gain on the sales of rental property, net(195)(11,683)(23,281)(49,343)
Funds from operations$114,957 $109,186 $341,946 $312,259 
Amount allocated to restricted shares of common stock and unvested units(130)(132)(415)(423)
Funds from operations attributable to common stockholders and unit holders$114,827 $109,054 $341,531 $311,836 
Funds from operations attributable to common stockholders and unit holders$114,827 $109,054 $341,531 $311,836 
Amortization of above and below market leases, net(530)(298)(490)
Non-recurring dead deal costs and other
— — — 2,491 
Debt extinguishment and modification expenses36 — 703 — 
Gain on involuntary conversion (3,568)— (9,285)— 
Core funds from operations$110,765 $108,756 $332,951 $313,837 
Weighted average common shares and units
Weighted average common shares outstanding182,027 180,803 181,899 179,810 
Weighted average units outstanding3,588 3,859 3,685 3,882 
Weighted average common shares and units - basic185,615 184,662 185,584 183,692 
Dilutive shares270 360 274 260 
Weighted average common shares, units, and other dilutive shares - diluted185,885 185,022 185,858 183,952 
Core funds from operations per share / unit - basic$0.60 $0.59 $1.79 $1.71 
Core funds from operations per share / unit - diluted$0.60 $0.59 $1.79 $1.71 
CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION
Core funds from operations$110,765 $108,756 $332,951 $313,837 
Amount allocated to restricted shares of common stock and unvested units130 132 415 423 
Non-rental property depreciation and amortization85 60 211 170 
Straight-line rent adjustments, net(3,853)(3,948)(11,384)(13,414)
Capital expenditures(12,203)(5,602)(28,376)(22,369)
Capital expenditures reimbursed by tenants(2,231)(1,058)(4,799)(1,328)
Lease commissions and tenant improvements(8,845)(5,075)(19,815)(15,120)
Non-cash portion of interest expense1,165 976 3,201 2,924 
Non-cash compensation expense2,952 2,602 8,813 8,987 
Cash available for distribution$87,965 $96,843 $281,217 $274,110 

8


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, 2023.

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.

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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.



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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.

Repositioning: We define Repositioning as significant capital improvements made to improve the functionality of a building without causing material disruption to the tenant or Occupancy Rate. Buildings undergoing Repositioning remain in the Operating Portfolio.
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 January 1, 2023.

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.







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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, 2023.

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.
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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, 2023, 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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