Stag Industrial Inc. (NYSE:STAG) Q3 2021 Earnings Conference Call October 29, 2021 10:00 AM ET Company Participants Benjamin Butcher – Chief Executive Officer Matts Pinard – Senior Vice President of Investor Relations Bill Crooker – President and Chief Financial Officer Steve Mecke – Chief Operating Officer Conference Call Participants Sheila Mc Grath – Evercore Chris Macquarie – Citi Blaine Heck – Wells Farg Michael Carroll – RBC Capital Markets Vince Tibone Kabani – Green Street Advisors Chris Lucas – Cap ...

PART I. Financial Information [Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents STAG Industrial, Inc.'s unaudited consolidated financial statements, including balance sheets, operations, and cash flows, for Q3 and nine months ended September 30, 2021 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2021, total assets increased to **$5.22 billion** from **$4.69 billion**, liabilities to **$2.20 billion** from **$1.92 billion**, and equity to **$3.02 billion** from **$2.77 billion** Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$5,216,022** | **$4,692,646** | | Total rental property, net | $4,992,049 | $4,525,193 | | Cash and cash equivalents | $42,001 | $15,666 | | **Total Liabilities** | **$2,195,019** | **$1,921,594** | | Unsecured notes, net | $896,809 | $573,281 | | **Total Equity** | **$3,021,003** | **$2,771,052** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For Q3 2021, total revenue grew to **$142.1 million** (21.2% increase) and net income more than doubled to **$49.6 million**; nine-month revenue was **$414.5 million** with net income stable at **$108.3 million** Statement of Operations Summary (in thousands) | Metric | Q3 2021 | Q3 2020 | 9 Months 2021 | 9 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $142,114 | $117,295 | $414,536 | $353,460 | | Total Expenses | $99,477 | $87,883 | $294,305 | $257,359 | | Gain on sales of rental property, net | $22,662 | $9,060 | $35,047 | $56,864 | | **Net Income** | **$49,583** | **$24,209** | **$108,314** | **$108,563** | | Net Income per Share (diluted) | $0.30 | $0.15 | $0.63 | $0.69 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2021, net cash from operating activities increased to **$254.6 million**, while net cash used in investing activities significantly rose to **$603.0 million** due to higher property acquisitions Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $254,613 | $224,131 | | Net cash used in investing activities | ($602,983) | ($114,041) | | Net cash provided by (used in) financing activities | $374,204 | ($47,194) | | **Increase in cash and cash equivalents** | **$25,834** | **$62,896** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on the company's organization, accounting policies, acquisition and disposition activities, debt financing, derivative instruments, and equity transactions - The company is an industrial REIT focused on single-tenant properties, owning **517 buildings in 40 states**, totaling approximately **103.4 million rentable square feet**[21](index=21&type=chunk)[22](index=22&type=chunk) - The company did not incur significant disruptions from the COVID-19 pandemic during the first nine months of 2021 and entered into no new rent deferral agreements[24](index=24&type=chunk) - During the nine months ended September 30, 2021, the company acquired **39 buildings** for a total purchase price of **$654.2 million** and sold **14 buildings** for net proceeds of **$77.9 million**, recognizing a gain of **$35.0 million**[38](index=38&type=chunk)[43](index=43&type=chunk) - On March 31, 2021, the company redeemed all **3,000,000 outstanding shares** of its **6.875% Series C Cumulative Redeemable Preferred Stock** for a cash price of **$25.00 per share**[82](index=82&type=chunk) - Subsequent to the quarter end, on October 26, 2021, the company amended its unsecured credit facility and several unsecured term loans to extend maturities and reduce interest rates On October 28, 2021, it sold a building for a contractual price of **$78.0 million**[137](index=137&type=chunk)[138](index=138&type=chunk)[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results, highlighting portfolio performance, revenue growth from acquisitions, operating expenses, liquidity, and capital resources, noting strong industrial demand trends [Portfolio and Leasing Activity](index=30&type=section&id=Portfolio%20and%20Leasing%20Activity) As of September 30, 2021, the Operating Portfolio was **96.8% leased**, with new and renewal leases totaling **10.1 million square feet** achieving a **15.8% Straight-Line Rent Change** and **8.4% Cash Rent Change** Leasing Activity (9 Months Ended Sep 30, 2021) | Lease Type | Square Feet | Cash Rent Change | SL Rent Change | Weighted Avg. Lease Term (years) | | :--- | :--- | :--- | :--- | :--- | | New Leases | 3,327,309 | 8.0% | 13.9% | 5.6 | | Renewal Leases | 6,803,405 | 8.6% | 16.7% | 5.5 | | **Total/Weighted Avg.** | **10,130,714** | **8.4%** | **15.8%** | **5.6** | - Leases expiring between October 1, 2021, and September 30, 2022, represent **6.8% of annualized base rental revenue**[179](index=179&type=chunk) Portfolio by Building Type (as of Sep 30, 2021) | Building Type | Number of Buildings | % of Square Footage | % of Annualized Base Rental Revenue | | :--- | :--- | :--- | :--- | | Warehouse/Distribution | 434 | 90.6% | 89.8% | | Light Manufacturing | 69 | 8.1% | 9.5% | | **Total Operating Portfolio** | **503** | **98.7%** | **99.3%** | [Results of Operations](index=35&type=section&id=Results%20of%20Operations) For Q3 2021, total portfolio net income increased **104.8%** YoY to **$49.6 million**, driven by higher property sales gains and a **19.6%** increase in NOI, with nine-month net income nearly flat at **$108.3 million** Same Store Portfolio Performance (in thousands) | Period | Same Store NOI | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | | **Q3 2021 vs Q3 2020** | $91,081 | $2,036 | 2.3% | | **9M 2021 vs 9M 2020** | $274,403 | $6,788 | 2.5% | - The increase in Q3 2021 net income was primarily driven by a **$13.6 million increase** in gain on sales of rental property and a **$5.3 million increase** in same-store rental income[200](index=200&type=chunk)[202](index=202&type=chunk)[219](index=219&type=chunk) - The slight decrease in nine-month 2021 net income was primarily due to a **$21.8 million decrease** in gain on sales of rental property compared to the prior year, which offset strong NOI growth from acquisitions and same-store performance[221](index=221&type=chunk)[223](index=223&type=chunk)[241](index=241&type=chunk) [Non-GAAP Financial Measures](index=43&type=section&id=Non-GAAP%20Financial%20Measures) The company provides reconciliations for non-GAAP measures FFO and NOI, with Q3 2021 FFO at **$85.9 million** and total portfolio NOI at **$115.4 million**, a **19.6%** YoY increase FFO Reconciliation (in thousands) | Metric | Q3 2021 | Q3 2020 | 9 Months 2021 | 9 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $49,583 | $24,209 | $108,314 | $108,563 | | Adjustments (Depreciation, Gain on Sale, etc.) | $36,533 | $44,765 | $139,778 | $106,315 | | **FFO** | **$86,116** | **$72,174** | **$248,092** | **$214,878** | NOI Reconciliation (in thousands) | Metric | Q3 2021 | Q3 2020 | 9 Months 2021 | 9 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $49,583 | $24,209 | $108,314 | $108,563 | | Adjustments (G&A, D&A, Interest, etc.) | $65,789 | $72,269 | $227,122 | $181,741 | | **Net Operating Income** | **$115,372** | **$96,478** | **$335,436** | **$290,304** | [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity with **$739.9 million** available as of September 30, 2021, from cash and its unsecured credit facility, supported by new unsecured notes and preferred stock redemption - As of September 30, 2021, the company had total immediate liquidity of approximately **$739.9 million**, comprising **$42.0 million** in cash and **$697.9 million** available on its unsecured credit facility[259](index=259&type=chunk) Debt Capital Structure (as of Sep 30, 2021) | Metric | Value | | :--- | :--- | | Total principal outstanding | $1.98 billion | | Weighted average duration | 4.3 years | | % Secured debt | 2.8% | | Net Debt to Real Estate Cost Basis | 33.5% | - On September 28, 2021, the company issued **$275.0 million** of Series I Unsecured Notes due 2031 at **2.80%** and **$50.0 million** of Series J Unsecured Notes due 2033 at **2.95%**[278](index=278&type=chunk) - The company redeemed all **3,000,000 shares** of its Series C Preferred Stock on March 31, 2021, and has no preferred stock outstanding as of September 30, 2021[284](index=284&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk on its variable rate debt, with a hypothetical **100 basis point** increase in rates impacting interest expense by approximately **$0.4 million** for the year ended September 30, 2021 - The company's primary market risk exposure is interest rate risk, using derivative financial instruments, primarily interest rate swaps, to manage this risk[298](index=298&type=chunk) - As of September 30, 2021, all outstanding variable rate debt was fixed with interest rate swaps, with the exception of the **$49.0 million** balance on the unsecured credit facility[299](index=299&type=chunk) - A hypothetical **100 basis point** increase in interest rates would have increased interest expense by approximately **$0.4 million** for the year ended September 30, 2021, based on the unhedged balance of the unsecured credit facility[300](index=300&type=chunk) [Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the third quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2021[301](index=301&type=chunk) - There were no changes to internal control over financial reporting during the quarter ended September 30, 2021, that materially affected, or are reasonably likely to materially affect, internal controls[302](index=302&type=chunk) PART II. Other Information [Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings expected to have a material effect on its business, financial condition, or results of operations - The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business[305](index=305&type=chunk) [Risk Factors](index=53&type=page&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020, as updated in the Q1 2021 Form 10-Q - No material changes have occurred in the risk factors since the last disclosure in the Q1 2021 Form 10-Q[306](index=306&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the Operating Partnership issued **51,984 common units** upon exchange of LTIP units, and the company issued **51,984 shares of common stock** upon redemption of common units - In Q3 2021, the company issued **51,984 shares** of common stock upon redemption of **51,984 common units** in the Operating Partnership[308](index=308&type=chunk) - The Operating Partnership also issued **51,984 common units** in exchange for outstanding long-term incentive plan (LTIP) units[307](index=307&type=chunk) [Other Information](index=53&type=section&id=Item%205.%20Other%20Information) This section discloses material events after the reporting period, including amendments to the unsecured credit facility and multiple unsecured term loans to extend maturities and reduce interest rates - On October 26, 2021, the company amended its unsecured credit facility, extending the maturity to October 24, 2025, and reducing the current interest rate spread to **0.775% over LIBOR**[315](index=315&type=chunk) - On the same date, the Unsecured Term Loan A was amended to extend its maturity to March 15, 2027, and reduce its interest rate spread to **0.85% over LIBOR**[316](index=316&type=chunk) - Amendments were also made to Unsecured Term Loans D, E, F, and G to reduce interest rate spreads or conform provisions to the credit facility[317](index=317&type=chunk)[318](index=318&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Note Purchase Agreement, CEO and CFO certifications, and XBRL data files

Financial Data and Key Metrics Changes - Core FFO for Q2 2021 was $0.52, a 10.6% increase compared to Q2 2020 [14] - Cash available for distribution year-to-date was $147.2 million, up 17.8% from the first half of 2020 [15] - Same-store NOI guidance was raised by 1% at the midpoint to a range of 3.25% to 3.75%, the highest level of guidance provided during the company's public history [12][21] Business Line Data and Key Metrics Changes - The company acquired 9 buildings for $126.7 million in Q2 2021, with stabilized cash and straight-line cap rates of 5.7% and 6.2% respectively [15] - Year-to-date leasing results included 43 leases, with 40% involving an e-commerce component [16] - Cash same-store NOI grew 4.4% for the quarter and 3.6% for the year, both record highs for the company [18] Market Data and Key Metrics Changes - The industrial real estate sector showed strong fundamentals, with increased demand for warehouse space due to supply chain issues and robust reopening demand [11] - Tenant retention for the quarter was 80%, outperforming historical averages [17] - The company is on track to be among the top 10 real estate companies in solar energy production [10] Company Strategy and Development Direction - The company aims to continue acquiring additional assets that are accretive to its portfolio, with a current acquisition pipeline exceeding $3.5 billion [6][39] - STAG Industrial is focusing on expanding its acquisition team rather than development capacity, increasing from 6 to 11 acquisition personnel [39] - The company is committed to enhancing its ESG initiatives, recently achieving a GRESB public disclosure rating of B [7][8] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strength of the STAG platform and investment thesis, anticipating a strong second half of the year [25] - The company expects continued strong rent growth for the next five years, driven by robust demand in various markets [49][51] - Management noted that while cap rates have decreased, internal growth from acquisitions remains strong [34] Other Important Information - The company raised gross proceeds of $42.2 million through its ATM program in Q2 2021 [19] - A $325 million private placement transaction was closed with a weighted average interest rate of 2.82%, the lowest in the company's history [20] Q&A Session Summary Question: Can you provide specifics on the lower downtime? - Management indicated that average downtime has improved from approximately 12 months a few years ago to closer to 6 months today [28] Question: What are the current contractual rent bumps? - Current contractual rent bumps are around 3% for new deals, compared to about 2% historically [29] Question: How do in-place rents compare to market rents? - Management believes in-place rents are likely under market, in the mid to upper single digits [30] Question: What trends are seen in the transaction market? - The market is very active, with increased competition and better internal growth from acquisitions [33][34] Question: How is the pipeline structured? - The pipeline consists of approximately 85% individual assets, with a focus on identifying opportunities across various markets [42] Question: What is the strategy for funding acquisitions? - The company plans to match fund acquisitions and operate within its leverage levels, utilizing both private placements and forward equity [44] Question: How has market rent growth underwriting changed? - Management has seen improved rent growth expectations across virtually all markets due to strong demand [48] Question: What is the outlook for tenant rollover? - Management expects retention to remain within historical ranges, with no concerning changes anticipated [53] Question: How do property-level trends differ across markets? - Larger markets like New Jersey and Philadelphia are seeing strong demand, while smaller markets like Detroit are also performing well [56] Question: What factors influenced the increase in guidance? - The principal factor driving the guidance increase was strong same-store performance, with cost of capital playing a supportive role [80]

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