BOSTON, Oct. 29,
2024 /PRNewswire/ -- STAG Industrial, Inc. (the
"Company") (NYSE:STAG), today announced its financial and operating
results for the quarter ended September 30,
2024.
"STAG executed its business plan this quarter, bringing the
Company another step closer to achieving its goals for 2024," said
Bill Crooker, President and Chief
Executive Officer of the Company. "Our internal growth, along with
our acquisitions and developments, will position us to deliver
strong Core FFO growth."
Third Quarter 2024 Highlights
- Reported $0.23 of net income per
basic and diluted common share for the third quarter of 2024,
compared to $0.28 of net income per
basic and diluted common share for the third quarter of 2023.
Reported $41.8 million of net income
attributable to common stockholders for the third quarter of 2024,
compared to net income attributable to common stockholders of
$50.0 million for the third quarter
of 2023.
- Achieved $0.60 of Core FFO per
diluted share for the third quarter of 2024, an increase of 1.7%
compared to the third quarter of 2023 Core FFO per diluted share of
$0.59.
- Produced Cash NOI of $148.4
million for the third quarter of 2024, compared to the third
quarter of 2023 of $140.7
million.
- Produced Same Store Cash NOI of $138.2
million for the third quarter of 2024, compared to the third
quarter of 2023 of $132.4
million.
- Produced Cash Available for Distribution of $88.0 million for the third quarter of 2024,
compared to the third quarter of 2023 of $96.8 million.
- Acquired six buildings in the third quarter of 2024, consisting
of 613,839 square feet, for $113.0
million, with a Cash Capitalization Rate of 6.7% and a
Straight-Line Capitalization Rate of 7.2%.
- Acquired two vacant land parcels for $10.9 million. These assets are excluded from the
acquisition statistics above.
- Sold one building in the third quarter of 2024, consisting of
177,071 square feet, for $22.6
million.
- Achieved an Occupancy Rate of 97.1% on the total portfolio and
97.8% on the Operating Portfolio as of September 30, 2024.
- Commenced Operating Portfolio leases of 3.3 million square feet
for the third quarter of 2024, resulting in a Cash Rent Change and
Straight-Line Rent Change of 24.6% and 34.3%, respectively.
- Experienced 62.5% Retention for 3.2 million square feet of
leases expiring in the quarter.
- On September 10, 2024, the
Company refinanced its Unsecured Credit Facility, which was
scheduled to mature in October 2025
and now matures September 8, 2028
with two six-month extension options and no changes to
pricing.
- 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%.
- Raised gross proceeds of $93.1
million of equity on a forward basis through the Company's
At-The-Market ("ATM") offering program for the third quarter of
2024.
- Subsequent to quarter end, on October 1,
2024, the Company paid at maturity its $50 million fixed rate senior unsecured
note.
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, Wednesday,
October 30, 2024 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
2024 KEY FINANCIAL MEASURES
|
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
Metrics
|
|
2024
|
|
2023
|
|
% Change
|
|
2024
|
|
2023
|
|
% Change
|
|
(in $000s, except
per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to common stockholders
|
|
$41,811
|
|
$49,987
|
|
(16.4) %
|
|
$138,128
|
|
$150,953
|
|
(8.5) %
|
|
Net income per
common share — basic
|
|
$0.23
|
|
$0.28
|
|
(17.9) %
|
|
$0.76
|
|
$0.84
|
|
(9.5) %
|
|
Net income per
common share — diluted
|
|
$0.23
|
|
$0.28
|
|
(17.9) %
|
|
$0.76
|
|
$0.84
|
|
(9.5) %
|
|
Cash NOI
|
|
$148,415
|
|
$140,657
|
|
5.5 %
|
|
$442,319
|
|
$407,798
|
|
8.5 %
|
|
Same Store Cash NOI
(1)
|
|
$138,173
|
|
$132,402
|
|
4.4 %
|
|
$413,460
|
|
$389,522
|
|
6.1 %
|
|
Adjusted
EBITDAre
|
|
$138,741
|
|
$130,950
|
|
5.9 %
|
|
$412,134
|
|
$378,686
|
|
8.8 %
|
|
Core FFO
|
|
$110,765
|
|
$108,756
|
|
1.8 %
|
|
$332,951
|
|
$313,837
|
|
6.1 %
|
|
Core FFO per share
/ unit — basic
|
|
$0.60
|
|
$0.59
|
|
1.7 %
|
|
$1.79
|
|
$1.71
|
|
4.7 %
|
|
Core FFO per share
/ unit — diluted
|
|
$0.60
|
|
$0.59
|
|
1.7 %
|
|
$1.79
|
|
$1.71
|
|
4.7 %
|
|
Cash Available for
Distribution
|
|
$87,965
|
|
$96,843
|
|
(9.2) %
|
|
$281,217
|
|
$274,110
|
|
2.6 %
|
|
|
|
(1)
|
The Same Store pool
accounted for 93.7% of the total portfolio square footage as of
September 30, 2024.
|
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, Development and Disposition Activity
For the three months ended September 30,
2024, the Company acquired six buildings for $113.0 million with an Occupancy Rate of 100.0%
upon acquisition. The chart below details the acquisition activity
for the quarter:
THIRD QUARTER 2024
ACQUISITION ACTIVITY
|
|
Market
|
Date
Acquired
|
Square
Feet
|
Buildings
|
Purchase
Price ($000s)
|
W.A. Lease
Term (Years)
|
Cash
Capitalization
Rate
|
Straight-Line
Capitalization
Rate
|
LaGrange, GA
|
9/9/2024
|
323,368
|
1
|
$34,870
|
7.5
|
|
|
Boston, MA
|
9/12/2024
|
290,471
|
5
|
78,127
|
4.9
|
|
|
Total / weighted
average
|
|
613,839
|
6
|
$112,997
|
6.2
|
6.7 %
|
7.2 %
|
In the third quarter, the Company acquired one vacant land
parcel for $1.9 million. This asset
is excluded from the acquisition activity statistics above.
In the third quarter, the Company acquired one vacant land
parcel for $9.0 million as part of a
joint venture. This asset is excluded from the acquisition activity
statistics above.
The chart below details the 2024 acquisition activity and
pipeline through October 28,
2024:
2024 ACQUISITION ACTIVITY AND PIPELINE
DETAIL
|
|
|
Square
Feet
|
Buildings
|
Purchase
Price ($000s)
|
W.A. Lease
Term (Years)
|
Cash
Capitalization
Rate
|
Straight-Line
Capitalization
Rate
|
Q1
|
697,500
|
1
|
$50,073
|
6.8
|
6.1 %
|
6.8 %
|
Q2
|
2,193,684
|
10
|
225,622
|
4.4
|
6.7 %
|
7.0 %
|
Q3
|
613,839
|
6
|
112,997
|
6.2
|
6.7 %
|
7.2 %
|
Total / weighted
average
|
3,505,023
|
17
|
$388,692
|
5.2
|
6.6 %
|
7.0 %
|
|
|
|
|
|
|
|
As of October 28,
2024
|
|
|
|
|
|
|
Subsequent to
quarter-end acquisitions
|
0.5
million
|
2
|
$66.6
million
|
|
|
|
|
|
|
|
|
|
|
Pipeline
|
33.6
million
|
201
|
$4.2
billion
|
|
|
|
Year to date, the Company acquired three vacant land parcels for
$19.1 million. These assets are
excluded from the acquisition activity statistics above.
The chart below details the disposition activity for the nine
months ended September 30, 2024:
|
|
2024
DISPOSITION ACTIVITY
|
|
|
Square
Feet
|
Buildings
|
Sale Price
($000s)
|
Q1
|
—
|
—
|
$—
|
Q2
|
1,106,217
|
7
|
78,196
|
Q3
|
177,071
|
1
|
22,550
|
Total
|
1,283,288
|
8
|
$100,746
|
Leasing Activity
The chart below details the leasing activity for leases
commenced during the three months ended September 30, 2024:
THIRD QUARTER 2024
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
|
1,294,282
|
6
|
3.8
|
$5.46
|
$5.47
|
$1.18
|
$0.26
|
22.1 %
|
27.4 %
|
|
|
Renewal
Leases
|
2,009,016
|
14
|
4.4
|
$6.61
|
$7.02
|
$1.10
|
$0.35
|
26.0 %
|
38.0 %
|
62.5 %
|
|
Total / weighted
average
|
3,303,298
|
20
|
4.2
|
$6.16
|
$6.41
|
$1.13
|
$0.32
|
24.6 %
|
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
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
|
2,582,265
|
15
|
4.5
|
$5.66
|
$5.81
|
$1.52
|
$0.44
|
23.4 %
|
32.2 %
|
|
|
Renewal
Leases
|
8,536,341
|
60
|
4.6
|
$6.12
|
$6.47
|
$1.00
|
$0.28
|
32.8 %
|
46.9 %
|
76.5 %
|
|
Total / weighted
average
|
11,118,606
|
75
|
4.6
|
$6.01
|
$6.32
|
$1.12
|
$0.31
|
30.6 %
|
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.
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.
CONSOLIDATED BALANCE
SHEETS
STAG
Industrial, Inc.
(unaudited, in
thousands, except share data)
|
|
September 30,
2024
|
|
December 31,
2023
|
Assets
|
|
|
|
Rental
Property:
|
|
|
|
Land
|
$
739,975
|
|
$
698,633
|
Buildings and
improvements, net of accumulated depreciation of $1,042,046 and
$921,846, respectively
|
5,054,195
|
|
4,838,522
|
Deferred leasing
intangibles, net of accumulated amortization of $369,301 and
$360,094, respectively
|
413,509
|
|
435,722
|
Total rental property,
net
|
6,207,679
|
|
5,972,877
|
Cash and cash
equivalents
|
70,036
|
|
20,741
|
Restricted
cash
|
1,108
|
|
1,127
|
Tenant accounts
receivable
|
128,366
|
|
128,274
|
Prepaid expenses and
other assets
|
101,922
|
|
80,455
|
Interest rate
swaps
|
29,016
|
|
50,418
|
Operating lease
right-of-use assets
|
28,105
|
|
29,566
|
Total
assets
|
$
6,566,232
|
|
$
6,283,458
|
Liabilities and
Equity
|
|
|
|
Liabilities:
|
|
|
|
Unsecured credit
facility
|
$
256,000
|
|
$
402,000
|
Unsecured term loans,
net
|
1,021,513
|
|
1,021,773
|
Unsecured notes,
net
|
1,643,821
|
|
1,195,872
|
Mortgage notes,
net
|
4,247
|
|
4,401
|
Accounts payable,
accrued expenses and other liabilities
|
139,879
|
|
83,152
|
Interest rate
swaps
|
3,027
|
|
—
|
Tenant prepaid rent and
security deposits
|
47,056
|
|
44,238
|
Dividends and
distributions payable
|
22,937
|
|
22,726
|
Deferred leasing
intangibles, net of accumulated amortization of $29,055 and
$26,613, respectively
|
31,195
|
|
29,908
|
Operating lease
liabilities
|
32,217
|
|
33,577
|
Total
liabilities
|
3,201,892
|
|
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,
respectively
|
1,822
|
|
1,817
|
Additional paid-in
capital
|
4,281,290
|
|
4,272,376
|
Cumulative dividends in
excess of earnings
|
(1,012,760)
|
|
(948,720)
|
Accumulated other
comprehensive income
|
25,320
|
|
49,207
|
Total stockholders'
equity
|
3,295,672
|
|
3,374,680
|
Noncontrolling
interest
|
68,233
|
|
71,131
|
Noncontrolling interest
in joint venture
|
435
|
|
—
|
Total
equity
|
3,364,340
|
|
3,445,811
|
Total liabilities
and equity
|
$
6,566,232
|
|
$
6,283,458
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
STAG
Industrial, Inc.
(unaudited, in
thousands, except per share data)
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
|
|
|
|
|
|
|
Rental
income
|
$
190,286
|
|
$
177,858
|
|
$
564,155
|
|
$
522,565
|
Other
income
|
453
|
|
1,423
|
|
3,904
|
|
1,963
|
Total
revenue
|
190,739
|
|
179,281
|
|
568,059
|
|
524,528
|
Expenses
|
|
|
|
|
|
|
|
Property
|
38,015
|
|
34,429
|
|
114,564
|
|
102,985
|
General and
administrative
|
11,978
|
|
11,097
|
|
36,758
|
|
35,833
|
Depreciation and
amortization
|
72,506
|
|
69,761
|
|
219,213
|
|
207,199
|
Loss on
impairment
|
—
|
|
—
|
|
4,967
|
|
—
|
Other
expenses
|
545
|
|
773
|
|
1,703
|
|
4,109
|
Total
expenses
|
123,044
|
|
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, net
|
195
|
|
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 interest
|
875
|
|
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 securities
|
45
|
|
53
|
|
138
|
|
159
|
Net income
attributable to common stockholders
|
$
41,811
|
|
$
49,987
|
|
$
138,128
|
|
$
150,953
|
Weighted average common
shares outstanding — basic
|
182,027
|
|
180,803
|
|
181,899
|
|
179,810
|
Weighted average common
shares outstanding — diluted
|
182,297
|
|
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
|
|
|
|
|
|
|
|
|
RECONCILIATIONS OF
GAAP TO NON-GAAP MEASURES
STAG
Industrial, Inc.
(unaudited, in
thousands)
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
NET OPERATING INCOME
RECONCILIATION
|
|
|
|
|
|
|
|
Net
income
|
$
42,731
|
|
$
51,168
|
|
$
141,258
|
|
$
154,573
|
General and
administrative
|
11,978
|
|
11,097
|
|
36,758
|
|
35,833
|
Depreciation and
amortization
|
72,506
|
|
69,761
|
|
219,213
|
|
207,199
|
Interest and other
income
|
(14)
|
|
(17)
|
|
(39)
|
|
(53)
|
Interest
expense
|
28,705
|
|
23,753
|
|
81,498
|
|
69,225
|
Loss on
impairment
|
—
|
|
—
|
|
4,967
|
|
—
|
Gain on involuntary
conversion
|
(3,568)
|
|
—
|
|
(9,285)
|
|
—
|
Debt extinguishment and
modification expenses
|
36
|
|
—
|
|
703
|
|
—
|
Other
expenses
|
545
|
|
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)
|
|
2
|
|
(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' timing
|
1,434
|
|
|
|
|
|
|
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, net
|
78
|
|
(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
amortization
|
72,506
|
|
69,761
|
|
219,213
|
|
207,199
|
Interest and other
income
|
(14)
|
|
(17)
|
|
(39)
|
|
(53)
|
Interest
expense
|
28,705
|
|
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)
|
|
2
|
|
(490)
|
Non-cash compensation
expense
|
2,952
|
|
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 expenses
|
36
|
|
—
|
|
703
|
|
—
|
Adjusted
EBITDAre
|
$
138,741
|
|
$
130,950
|
|
$
412,134
|
|
$
378,686
|
|
|
|
|
|
|
|
|
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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
CORE FUNDS FROM
OPERATIONS RECONCILIATION
|
|
|
|
|
|
|
|
Net
income
|
$
42,731
|
|
$
51,168
|
|
$
141,258
|
|
$
154,573
|
Rental property
depreciation and amortization
|
72,421
|
|
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)
|
|
2
|
|
(490)
|
Non-recurring dead deal
costs and other
|
—
|
|
—
|
|
—
|
|
2,491
|
Debt extinguishment and
modification expenses
|
36
|
|
—
|
|
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 outstanding
|
182,027
|
|
180,803
|
|
181,899
|
|
179,810
|
Weighted average units
outstanding
|
3,588
|
|
3,859
|
|
3,685
|
|
3,882
|
Weighted average
common shares and units - basic
|
185,615
|
|
184,662
|
|
185,584
|
|
183,692
|
Dilutive
shares
|
270
|
|
360
|
|
274
|
|
260
|
Weighted average
common shares, units, and other dilutive shares -
diluted
|
185,885
|
|
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 units
|
130
|
|
132
|
|
415
|
|
423
|
Non-rental property
depreciation and amortization
|
85
|
|
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 expense
|
1,165
|
|
976
|
|
3,201
|
|
2,924
|
Non-cash compensation
expense
|
2,952
|
|
2,602
|
|
8,813
|
|
8,987
|
Cash available for
distribution
|
$
87,965
|
|
$
96,843
|
|
$
281,217
|
|
$
274,110
|
|
|
|
|
|
|
|
|
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.
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.
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.
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.
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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SOURCE STAG Industrial, Inc.