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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2024

STAG INDUSTRIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland1-3490727-3099608
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareSTAGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 13, 2024, STAG Industrial, Inc. (the “Company”) issued a press release announcing its results of operations for the three months and year ended December 31, 2023, and its financial condition as of December 31, 2023. A copy of such press release is furnished as Exhibit 99.1 to this report. The press release referred to certain supplemental information that is available in the Investor Relations section of the Company’s website at www.stagindustrial.com.

As previously announced and as further detailed in the press release furnished with this report, the Company will conduct a conference call at 10:00 a.m. eastern time on Wednesday, February 14, 2024, to discuss its fourth quarter results of operations and financial condition.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


STAG INDUSTRIAL, INC.
By:/s/ Jeffrey M. Sullivan
Jeffrey M. Sullivan
Executive Vice President, General Counsel
and Secretary
Dated: February 13, 2024





staglogoa031a24a.jpg
 
STAG INDUSTRIAL ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS
 
Boston, MA — February 13, 2024 - STAG Industrial, Inc. (the “Company”) (NYSE:STAG), today announced its financial and operating results for the fourth quarter and full year ended December 31, 2023.

“We finished 2023 with exceptional fourth quarter results. We set quarterly records with our Cash Rent Change and Same Store Cash NOI,” said Bill Crooker, President and Chief Executive Office of the Company. “I am optimistic as we look forward to 2024. The Company is well positioned to continue to drive internal growth and take advantage of external growth opportunities as they arise.”

Fourth Quarter and Full Year 2023 Highlights

•Reported $0.23 of net income per basic and diluted common share for the fourth quarter of 2023, compared to $0.17 of net income per basic and diluted common share for the fourth quarter of 2022. Reported $41.7 million of net income attributable to common stockholders for the fourth quarter of 2023, compared to net income attributable to common stockholders of $29.7 million for the fourth quarter of 2022.

•Achieved $0.58 of Core FFO per diluted share for the fourth quarter of 2023, an increase of 5.5% compared to the fourth quarter of 2022 Core FFO per diluted share of $0.55. Achieved $2.29 of Core FFO per diluted share for the year ended December 31, 2023, an increase of 3.6% compared to $2.21 of Core FFO per diluted share for the year ended December 31, 2022.

•Produced Cash NOI of $143.1 million for the fourth quarter of 2023, an increase of 10.0% compared to the fourth quarter of 2022 of $130.1 million. Produced Cash NOI of $550.9 million for the year ended December 31, 2023, an increase of 7.2% compared to the year ended December 31, 2022 of $513.9 million.

•Produced Same Store Cash NOI of $127.0 million for the fourth quarter of 2023, an increase of 6.8% compared to the fourth quarter of 2022 of $119.0 million. Produced Same Store Cash NOI of $496.7 million for the year ended December 31, 2023, an increase of 5.6% compared to the year ended December 31, 2022 of $470.2 million.

•Produced Cash Available for Distribution of $87.2 million for the fourth quarter of 2023, an increase of 1.3% compared to the fourth quarter of 2022 of $86.1 million. Produced Cash Available for Distribution of $361.3 million for the year ended December 31, 2023, an increase of 5.4% compared to the year ended December 31, 2022 of $342.7 million.

•Acquired two buildings in the fourth quarter of 2023, consisting of 398,433 square feet, for $48.7 million, with a Cash Capitalization Rate of 6.5% and a Straight-Line Capitalization Rate of 6.9%.

•Sold one building in the fourth quarter of 2023, consisting of 146,740 square feet, for $8.7 million.

•Achieved an Occupancy Rate of 98.2% on the total portfolio and 98.4% on the Operating Portfolio as of December 31, 2023.

•Commenced Operating Portfolio leases of 2.6 million square feet for the fourth quarter of 2023, resulting in a Cash Rent Change and Straight-Line Rent Change of 36.2% and 50.5%, respectively.

•Experienced 88.0% Retention for 2.1 million square feet of leases expiring in the quarter.

•On December 14, 2023, raised gross proceeds of $41.8 million of equity on a forward basis through the Company's At-The-Market ("ATM") offering program.

•Subsequent to quarter end, raised gross proceeds of $22.1 million of equity on a forward basis through the Company's ATM offering program.
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•As of February 12, 2024, addressed 68.7% of expected 2024 new and renewal leasing, consisting of 9.2 million square feet, achieving Cash Rent Change of 29.5%.

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, February 14, 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
 
FOURTH QUARTER AND FULL YEAR 2023 KEY FINANCIAL MEASURES
 Three months ended December 31,Year ended December 31,
Metrics20232022% Change20232022% Change
(in $000s, except per share data)   
Net income attributable to common stockholders$41,680$29,73740.2 %$192,633$178,0898.2 %
Net income per common share — basic $0.23$0.1735.3 %$1.07$1.007.0 %
Net income per common share — diluted$0.23$0.1735.3 %$1.07$1.007.0 %
Cash NOI$143,131$130,10910.0 %$550,929$513,8917.2 %
Same Store Cash NOI (1)
$127,023$118,9736.8 %$496,714$470,2155.6 %
Adjusted EBITDAre
$133,207$120,27210.8 %$511,893$475,6887.6 %
Core FFO$108,538$101,1487.3 %$422,375$403,3544.7 %
Core FFO per share / unit — basic$0.59$0.557.3 %$2.29$2.213.6 %
Core FFO per share / unit — diluted$0.58$0.555.5 %$2.29$2.213.6 %
Cash Available for Distribution$87,168$86,0821.3 %$361,278$342,7055.4 %
(1) The Same Store pool accounted for 90.6% of the total portfolio square footage as of December 31, 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 December 31, 2023, the Company acquired two buildings for $48.7 million with an Occupancy Rate of 41.4% upon acquisition. The chart below details the acquisition activity for the quarter:

FOURTH QUARTER 2023 ACQUISITION ACTIVITY
MarketDate AcquiredSquare FeetBuildingsPurchase Price ($000s)W.A. Lease Term (Years)Cash Capitalization RateStraight-Line Capitalization Rate
Greenville, SC10/5/2023233,4331$18,735—
Reno, NV10/19/2023165,000129,9711.9
Total / weighted average398,4332$48,7061.96.5%6.9%

Additionally, in the fourth quarter, the Company acquired one asset under development for $18.7 million. This asset is excluded from the acquisition activity statistics above.










2


The chart below details the 2023 acquisition activity and Pipeline through February 12, 2024:
2023 ACQUISITION ACTIVITY AND PIPELINE DETAIL
Square FeetBuildingsPurchase Price ($000s)W.A. Lease Term (Years)Cash Capitalization RateStraight-Line Capitalization Rate
Q1——$——NANA
Q2235,003240,6641.76.2%6.3%
Q31,528,88512204,3375.86.2%6.7%
Q4398,433248,7061.96.5%6.9%
Total / weighted average2,162,32116$293,7074.86.2%6.7%
Pipeline23.4 million151$3.1 billion

Additionally, in the fourth quarter, the Company acquired one asset under development for $18.7 million. This asset is excluded from the acquisition activity statistics above.

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 disposition activity for the year ended December 31, 2023:

2023 DISPOSITION ACTIVITY
2016 DISPOSITIONS
Square FeetBuildingsSale Price ($000s)
Q1407,7102$37,213
Q2766,620533,809
Q3719,466228,400
Q4146,74018,650
Total2,040,53610$108,072

Leasing Activity
 
The chart below details the leasing activity for leases commenced during the three months ended December 31, 2023:
 
FOURTH QUARTER 2023 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 Leases796,85077.2$6.26$6.74$2.62$0.7632.4%43.6%
Renewal Leases1,817,985164.2$7.34$7.73$1.06$0.4037.6%53.4%88.0%
Total / weighted average2,614,835235.1$7.01$7.43$1.53$0.5136.2%50.5%

The chart below details the leasing activity for leases commenced during the year ended December 31, 2023:

2023 YEAR TO DATE OPERATING PORTFOLIO LEASING ACTIVITY
Lease TypeSquare
Feet		# LeasesW.A. Lease Term (Years)Cash Base Rent /SFGAAP Base Rent /SFLease
Commissions
/SF		Tenant Improvement /SFCash Rent Change GAAP Rent ChangeRetention
New Leases2,991,646315.3$7.16$7.62$2.71$1.0743.3%54.3%
Renewal Leases10,322,350814.3$5.59$5.89$0.91$0.2226.9%40.5%77.7%
Total / weighted average13,313,9961124.5$5.94$6.28$1.31$0.4131.0%44.0%

Additionally, for the three months and year ended December 31, 2023, leases commenced totaling 498,724 and 1.6 million square feet, respectively, related to Value Add assets and first generation leasing. These are excluded from the Operating Portfolio statistics above.

3




As of February 12, 2024, addressed 68.7% of expected 2024 new and renewal leasing, consisting of 9.2 million square feet, achieving Cash Rent Change of 29.5%.

Capital Markets Activity

The chart below details the ATM offering program activity for the year ended December 31, 2023:

2023 ATM ACTIVITY
2016 DISPOSITIONS
Equity (1)
Shares IssuedPrice per Share (Weighted Avg)Gross Proceeds ($000s)Net Proceeds ($000s)
Q1—$0.00$0$0
Q2249,016$35.55$8,854$8,765
Q3—$0.00$0$0
Q4—$0.00$0$0
Total / weighted average249,016$35.55$8,854$8,765
(1) Includes only ATM program proceeds settled in the year ended December 31, 2023, and excludes any ATM issuance or settlement on a forward basis.

On July 27, 2023, the Company settled the remaining net proceeds of $61.2 million related to the forward sale under the Company's ATM offering program completed in the second quarter of 2023.

On December 14, 2023, the Company sold 1.1 million shares on a forward basis under the ATM common stock offering program at a price of $38.00 per share, or $41.8 million. The Company does not initially receive any proceeds from the sale of shares on a forward basis. The Company has until December 14, 2024 to settle the forward contract, which had net proceeds of $41.3 million available as of December 31, 2023.

On December 15, 2023, the Company paid off its $3.2 million Thrivent Secured note.

As of December 31, 2023, Net Debt to Annualized Run Rate Adjusted EBITDAre was 4.9x and Liquidity was $615.4 million.

Subsequent to quarter end, the Company sold 567,112 shares on a forward basis under the ATM common stock offering program at a price of $38.88 per share, or $22.1 million. The Company does not initially receive any proceeds from the sale of shares on a forward basis. The Company has until the first quarter of 2025 to settle the forward contract, which had net proceeds of $21.9 million available as of February 12, 2024.

Conference Call
 
The Company will host a conference call tomorrow, Wednesday, February 14, 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 13743373.
 
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) 
 December 31, 2023December 31, 2022
Assets  
Rental Property:  
Land$698,633 $647,098 
Buildings and improvements, net of accumulated depreciation of $921,846 and $763,128, respectively4,838,522 4,706,745 
Deferred leasing intangibles, net of accumulated amortization of $360,094 and $328,848, respectively435,722 508,935 
Total rental property, net5,972,877 5,862,778 
Cash and cash equivalents20,741 25,884 
Restricted cash1,127 905 
Tenant accounts receivable128,274 115,509 
Prepaid expenses and other assets80,455 71,733 
Interest rate swaps50,418 72,223 
Operating lease right-of-use assets29,566 31,313 
Assets held for sale, net— 4,643 
Total assets$6,283,458 $6,184,988 
Liabilities and Equity  
Liabilities:  
Unsecured credit facility$402,000 $175,000 
Unsecured term loans, net1,021,773 1,020,440 
Unsecured notes, net1,195,872 1,295,442 
Mortgage notes, net4,401 7,898 
Accounts payable, accrued expenses and other liabilities83,152 97,371 
Tenant prepaid rent and security deposits44,238 40,847 
Dividends and distributions payable22,726 22,282 
Deferred leasing intangibles, net of accumulated amortization of $26,613 and $24,593, respectively29,908 32,427 
Operating lease liabilities33,577 35,100 
Total liabilities2,837,647 2,726,807 
Equity:  
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at December 31, 2023 and December 31, 2022; none issued or outstanding— — 
Common stock, par value $0.01 per share, 300,000,000 shares authorized at December 31, 2023 and December 31, 2022, 181,690,867 and 179,248,980 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively1,817 1,792 
Additional paid-in capital4,272,376 4,188,677 
Cumulative dividends in excess of earnings(948,720)(876,145)
Accumulated other comprehensive income49,207 70,500 
Total stockholders’ equity3,374,680 3,384,824 
Noncontrolling interest71,131 73,357 
Total equity3,445,811 3,458,181 
Total liabilities and equity$6,283,458 $6,184,988 
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CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended December 31,Year ended December 31,
 2023202220232022
Revenue            
Rental income$182,595 $170,036 $705,160 $654,377 
Other income712 295 2,675 2,968 
Total revenue183,307 170,331 707,835 657,345 
Expenses   
Property36,611 34,965 139,596 125,701 
General and administrative11,658 11,527 47,491 46,958 
Depreciation and amortization71,248 68,939 278,447 275,040 
Loss on impairment— — — 1,783 
Other expenses584 2,756 4,693 4,363 
Total expenses120,101 118,187 470,227 453,845 
Other income (expense)   
Interest and other income 15 20 68 103 
Interest expense(25,350)(21,708)(94,575)(78,018)
Debt extinguishment and modification expenses— — — (838)
Gain (loss) on the sales of rental property, net4,757 (12)54,100 57,487 
Total other income (expense)(20,578)(21,700)(40,407)(21,266)
Net income$42,628 $30,444 $197,201 $182,234 
Less: income attributable to noncontrolling interest895 650 4,356 3,908 
Net income attributable to STAG Industrial, Inc.$41,733 $29,794 $192,845 $178,326 
Less: amount allocated to participating securities53 57 212 237 
Net income attributable to common stockholders$41,680 $29,737 $192,633 $178,089 
Weighted average common shares outstanding — basic181,442 179,064 180,221 178,753 
Weighted average common shares outstanding — diluted181,999 179,371 180,555 178,940 
Net income per share — basic and diluted    
Net income per share attributable to common stockholders — basic$0.23 $0.17 $1.07 $1.00 
Net income per share attributable to common stockholders — diluted$0.23 $0.17 $1.07 $1.00 
6

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands) 
Three months ended December 31,Year ended December 31,
2023202220232022
NET OPERATING INCOME RECONCILIATION
Net income$42,628 $30,444 $197,201 $182,234 
General and administrative11,658 11,527 47,491 46,958 
Depreciation and amortization71,248 68,939 278,447 275,040 
Interest and other income(15)(20)(68)(103)
Interest expense25,350 21,708 94,575 78,018 
Loss on impairment— — — 1,783 
Debt extinguishment and modification expenses— — — 838 
Other expenses584 2,756 4,693 4,363 
(Gain) loss on the sales of rental property, net(4,757)12 (54,100)(57,487)
Net operating income$146,696 $135,366 $568,239 $531,644 
Net operating income$146,696 $135,366 $568,239 $531,644 
Rental property straight-line rent adjustments, net(3,168)(5,113)(16,423)(17,401)
Amortization of above and below market leases, net(397)(144)(887)(352)
Cash net operating income$143,131 $130,109 $550,929 $513,891 
Cash net operating income$143,131 
Cash NOI from acquisitions' and dispositions' timing256 
Cash termination, solar and other income(1,782)
Run Rate Cash NOI$141,605 
Same Store Portfolio NOI
Total NOI$146,696 $135,366 $568,239 $531,644 
Less: NOI non-same-store properties(15,815)(11,219)(54,399)(40,832)
Termination, solar and other adjustments, net(1,212)(1,145)(4,149)(4,714)
Same Store NOI$129,669 $123,002 $509,691 $486,098 
Less: straight-line rent adjustments, net(2,875)(4,138)(13,622)(16,073)
Plus: amortization of above and below market leases, net229 109 645 190 
Same Store Cash NOI$127,023 $118,973 $496,714 $470,215 
EBITDA FOR REAL ESTATE (EBITDAre) RECONCILIATION
Net income$42,628 $30,444 $197,201 $182,234 
Depreciation and amortization71,248 68,939 278,447 275,040 
Interest and other income(15)(20)(68)(103)
Interest expense25,350 21,708 94,575 78,018 
Loss on impairment— — — 1,783 
(Gain) loss on the sales of rental property, net(4,757)12 (54,100)(57,487)
EBITDAre
$134,454 $121,083 $516,055 $479,485 
ADJUSTED EBITDAre RECONCILIATION
EBITDAre
$134,454 $121,083 $516,055 $479,485 
Straight-line rent adjustments, net(3,234)(5,170)(16,648)(17,610)
Amortization of above and below market leases, net(397)(144)(887)(352)
Non-cash compensation expense2,480 2,618 11,467 12,026 
Non-recurring other items(96)1,885 1,906 1,301 
Debt extinguishment and modification expenses— — — 838 
Adjusted EBITDAre
$133,207 $120,272 $511,893 $475,688 

7

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands, except per share data)
Three months ended December 31,Year ended December 31,
2023202220232022
CORE FUNDS FROM OPERATIONS RECONCILIATION
Net income$42,628 $30,444 $197,201 $182,234 
Rental property depreciation and amortization71,187 68,885 278,216 274,823 
Loss on impairment— — — 1,783 
(Gain) loss on the sales of rental property, net(4,757)12 (54,100)(57,487)
Funds from operations$109,058 $99,341 $421,317 $401,353 
Amount allocated to restricted shares of common stock and unvested units(123)(122)(546)(558)
Funds from operations attributable to common stockholders and unit holders$108,935 $99,219 $420,771 $400,795 
Funds from operations attributable to common stockholders and unit holders$108,935 $99,219 $420,771 $400,795 
Amortization of above and below market leases, net(397)(144)(887)(352)
Non-recurring dead deal costs
— 2,073 2,491 2,073 
Debt extinguishment and modification expenses— — — 838 
Core funds from operations$108,538 $101,148 $422,375 $403,354 
Weighted average common shares and units
Weighted average common shares outstanding181,442 179,064 180,221 178,753 
Weighted average units outstanding3,735 3,729 3,845 3,695 
Weighted average common shares and units - basic185,177 182,793 184,066 182,448 
Dilutive shares557 307 334 187 
Weighted average common shares, units, and other dilutive shares - diluted185,734 183,100 184,400 182,635 
Core funds from operations per share / unit - basic$0.59 $0.55 $2.29 $2.21 
Core funds from operations per share / unit - diluted$0.58 $0.55 $2.29 $2.21 
CASH AVAILABLE FOR DISTRIBUTION RECONCILIATION
Core funds from operations$108,538 $101,148 $422,375 $403,354 
Amount allocated to restricted shares of common stock and unvested units123 — 546 — 
Non-rental property depreciation and amortization61 54 231 217 
Straight-line rent adjustments, net(3,234)(5,170)(16,648)(17,610)
Capital expenditures(15,410)(8,984)(37,779)(31,363)
Capital expenditures reimbursed by tenants(374)(172)(1,702)(976)
Lease commissions and tenant improvements(5,997)(4,404)(21,117)(26,690)
Non-cash portion of interest expense981 992 3,905 3,747 
Non-cash compensation expense2,480 2,618 11,467 12,026 
Cash available for distribution$87,168 $86,082 $361,278 $342,705 

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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.

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, 2023.

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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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v3.24.0.1
Document And Entity Information
Feb. 13, 2024
Document Information [Line Items]  
Entity Central Index Key 0001479094
Amendment Flag false
Document Type 8-K
Document Period End Date Feb. 13, 2024
Entity Registrant Name STAG INDUSTRIAL, INC.
Entity Address, Address Line One One Federal Street, 23rd Floor
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02110
City Area Code 617
Local Phone Number 574-4777
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol STAG
Security Exchange Name NYSE
Entity Incorporation, State or Country Code MD
Entity File Number 1-34907
Entity Tax Identification Number 27-3099608
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