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8-K - 8-K - STAG Industrial, Inc. | q1168-kearningsrelease.htm |

STAG INDUSTRIAL ANNOUNCES FIRST QUARTER
2016 RESULTS
Boston, MA — May 3, 2016 - STAG Industrial, Inc. (the “Company”) (NYSE:STAG), a real estate investment trust focused on the acquisition and operation of single-tenant, industrial properties throughout the United States, today announced its financial and operating results for the first quarter of 2016.
“The first quarter demonstrated STAG's commitment to execution,” said Ben Butcher, Chief Executive Officer of the Company. “The Company continues to execute across all facets of the business and is well positioned to take advantage of market opportunities.”
Highlights:
• | Achieved $0.39 of Core FFO per diluted share for the first quarter of 2016, an increase of 11.4% compared to the first quarter ended March 31, 2015. For the quarter ended March 31, 2016, Core FFO increased 17.0% in the aggregate compared to the same period last year. |
• | Generated Cash NOI of $49.4 million compared to $41.3 million for the first quarter of 2015, an increase of 19.4%. |
• | Acquired five buildings consisting of 710,754 square feet for $27.9 million with an aggregate Capitalization Rate of 8.5% in the first quarter of 2016. |
• | Sold four buildings consisting of 1.2 million square feet for $32.8 million during the first quarter of 2016. |
• | Achieved occupancy of 94.8% and executed leases for 2.0 million square feet for the first quarter of 2016. Experienced a change in cash and GAAP rent of (0.4)% and 4.1%, respectively, for the quarter’s leasing activity. |
• | Experienced 42.4% Retention for 1.3 million square feet of leases expiring in the quarter. Achieved an increase in cash and GAAP rent of 3.1% and 6.1%, respectively, for the quarter’s renewals. |
• | Issued 3,000,000 shares of 6.875% Series C Cumulative Redeemable Preferred Stock with gross proceeds of $75 million. |
• | Appointed William R. Crooker to serve as the Company's Chief Financial Officer, Executive Vice President, and Treasurer effective January 26, 2016. |
Please refer to the Non-GAAP Financial Measures and Other Defined Terms section at the end of this release for definitions of capitalized terms used in this release.
The Company will host a conference call tomorrow, May 4, 2016, 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.
1
Key Financial Measures
FIRST QUARTER 2016 KEY FINANCIAL MEASURES
Three months ended March 31, | |||||||
Metrics | 2016 | 2015 | % Change | ||||
($000,000s, except per share data) | |||||||
Cash NOI | $49.4 | $41.3 | 19.4% | ||||
Adjusted EBITDA | $43.3 | $35.6 | 21.4% | ||||
Core FFO | $27.7 | $23.7 | 17.0% | ||||
Core FFO per share / unit - basic | $0.39 | $0.35 | 11.4% | ||||
Core FFO per share / unit - diluted | $0.39 | $0.35 | 11.4% | ||||
AFFO | $28.6 | $25.0 | 14.5% | ||||
Net income (loss) | $11.8 | $(1.4) | - |
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 & Disposition Activity
For the three months ended March 31, 2016, the Company acquired five buildings for $27.9 million with a weighted average Occupancy Rate of 62.7%. The chart below details the acquisition activity for the quarter:
FIRST QUARTER 2016 ACQUISITION ACTIVITY
Location (CBSA) (1) | Date Acquired | Square Feet | Buildings | Purchase Price ($MM) (2) | Weighted Average Lease Term (Years) (3) | Capitalization Rate (3) | |
Portland-South Portland, ME | 2/9/2016 | 265,126 | 2 | $12.5 | 5.0 | ||
Cincinnati, OH-KY-IN | 2/16/2016 | 206,448 | 1 | 5.3 | 2.8 | ||
Knoxville, TN | 2/29/2016 | 130,560 | 1 | 4.5 | 4.9 | ||
Cincinnati, OH-KY-IN | 3/28/2016 | 108,620 | 1 | 5.6 | 3.5 | ||
Total/Weighted Average | 710,754 | 5 | $27.9 | 4.2 | 8.5% |
(1) Core based statistical area
(2) Excludes property acquisition costs
(3) Portland, ME building is under re-development and currently unoccupied. The Weighted Average Lease Term and Capitalization Rate calculations include a lease for this building that starts July 2016
The chart below details the 2016 acquisition activity and pipeline through May 3, 2016:
2016 ACQUISITION ACTIVITY & PIPELINE DETAIL
Square Feet | Buildings | Purchase Price ($MM) (1) | Weighted Average Lease Term (Years)(2) | Capitalization Rate(2) | ||
Q1 Closed Acquisitions | 710,754 | 5 | $27.9 | 4.2 | 8.5% | |
As of May 3, 2016 (3) | ||||||
Subsequent to Quarter-End Acquisitions | 249,470 | 1 | $8.5 | |||
Under Contract | 1,136,124 | 4 | 49.9 | |||
Non-Binding Letter of Intent ("LOI") | 1,242,180 | 6 | 54.3 | |||
Total Closed Subsequent to Quarter End, Under Contract & LOI | 2,627,774 | 11 | $112.7 | |||
Pipeline of Potential Acquisitions | 37.0 million | 167 | $1.7 billion |
(1) Excludes property acquisition costs
(2) Portland, ME building is under re-development and currently unoccupied. The Weighted Average Lease Term and Capitalization Rate calculations include a lease for this building that starts July 2016
(3) The purchase and sale agreements for the properties under contract are subject to satisfaction of closing conditions, and the properties under Letter of Intent require the negotiation and execution of definitive purchase and sale agreements. There can be no assurance that any of the properties under contract or Letter of Intent will be acquired on the terms anticipated or at all
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During the three months ended March 31, 2016, the Company sold four buildings consisting of 1.2 million square feet for $32.8 million. Subsequent to quarter end and as of May 3, 2016, the Company sold another two buildings consisting of 176,580 square feet for $4.1 million and has entered into four contracts to sell another four buildings consisting of 382,603 square feet for $13.6 million.(1)
Leasing Activity
For the three months ended March 31, 2016, the Company executed 16 leases for 2.0 million square feet. The chart below details the leasing activity for leases signed during the quarter:
FIRST QUARTER 2016 LEASING ACTIVITY
Lease Type | Square Feet | W.A. Lease Term (Years) | Cash Base Rent $/PSF | GAAP Base Rent $/PSF | Lease Commissions $/PSF | Tenant Improvements $/PSF | Total Costs $/PSF | Cash Rent Change | GAAP Rent Change | |
New Leases | 172,680 | 7.0 | $4.46 | $4.76 | $2.12 | $0.00 | $2.12 | N/A | N/A | |
Renewal Leases | 1,533,041 | 5.5 | 4.74 | 4.92 | 0.41 | 0.54 | 0.95 | (0.4)% | 4.1% | |
Total / Weighted Avg New & Renewal | 1,705,721 | 5.7 | $4.71 | $4.91 | $0.59 | $0.49 | $1.08 | (0.4)% | 4.1% | |
Temporary Leases | 315,620 | |||||||||
Total Leasing Activity | 2,021,341 |
The Company experienced 42.4% Retention for leases expiring in the quarter. This Retention was impacted by one lease for 375,785 square feet, which the Company relet with no downtime. The chart below details the Retention activity for the quarter:
2016 RETENTION
Quarter | Expiring Square Footage | Retained Square Footage | W.A. Lease Term (Years) | Retention Rate | Cash Rent Change | GAAP Rent Change | ||
Q1 | 1,251,975 | 530,485 | 3.2 | 42.4% | 3.1% | 6.1% | ||
Total / Weighted Average | 1,251,975 | 530,485 | 3.2 | 42.4% | 3.1% | 6.1% |
The Company's Occupancy Rate for the first quarter was 94.8%.
Liquidity and Capital Market Activity
As of March 31, 2016, the Company had total Debt Capacity of $594 million and liquidity of $476 million, comprised of $15 million of cash and $461 million of Immediate Availability on the Company’s unsecured credit facility and unsecured term loans.
On March 10, 2016, the Company priced 3,000,000 shares of 6.875% Series C Cumulative Redeemable Preferred Stock at a price of $25.00 per share for gross proceeds of $75 million. The offering closed on March 17, 2016, and the Company used the net proceeds to repay amounts outstanding under the Company's unsecured credit facility.
Dividends
Subsequent to quarter end, on May 2, 2016, the Company’s Board of Directors declared a monthly common stock dividend of $0.115833 per share for the months of July, August, and September 2016. The chart below details the common dividends declared:
(1) The purchase and sale agreements for the properties under contract are subject to satisfaction of closing conditions, and the properties under Letter of Intent require the negotiation and execution of definitive purchase and sale agreements. There can be no assurance that any of the properties under contract or Letter of Intent will be acquired on the terms anticipated or at all
FIRST & SECOND QUARTER 2016 COMMON DIVIDENDS DECLARED
Month | Record Date | Payment Date | Dividend | |||
April 2016 | April 29, 2016 | May 16, 2016 | $0.115833 | |||
May 2016 | May 31, 2016 | June 15, 2016 | $0.115833 | |||
June 2016 | June 30, 2016 | July 15, 2016 | $0.115833 | |||
July 2016 | July 29, 2016 | August 15, 2016 | $0.115833 | |||
August 2016 | August 31, 2016 | September 15, 2016 | $0.115833 | |||
September 2016 | September 30, 2016 | October 17, 2016 | $0.115833 |
Subsequent to quarter end, on May 2, 2016, the Company’s Board of Directors declared the following second quarter preferred stock dividends:
SECOND QUARTER 2016 PREFERRED DIVIDENDS DECLARED
Series | Record Date | Payment Date | Quarterly Dividend | |
Series A - 9.000% Cumulative Redeemable Preferred Stock (NYSE: STAG Pr A) | June 15, 2016 | June 30, 2016 | $0.5625000 | |
Series B - 6.625% Cumulative Redeemable Preferred Stock (NYSE: STAG Pr B) | June 15, 2016 | June 30, 2016 | $0.4140625 | |
Series C - 6.875% Cumulative Redeemable Preferred Stock (NYSE: STAG Pr C) | June 15, 2016 | June 30, 2016 | $0.4296875 |
Additionally, on May 2, 2016, the Company's Board of Directors declared the dividend from March 17, 2016 through March 31, 2016 related to the Series C - 6.875% Cumulative Redeemable Preferred Stock equal to $0.0668403. The Company’s dividend policy is set by the Board of Directors, which considers, among other factors, REIT distribution requirements and recurring, distributable, cash income.
Personnel
On January 26, 2016, the Company appointed William R. Crooker to serve as Chief Financial Officer, Executive Vice President, and Treasurer. The $11.0 million of general and administrative expense for the first quarter of 2016 includes the one-time severance cost of $3.1 million related to the departure of the prior Chief Financial Officer. Excluding this one-time severance cost, general and administrative expense would have been $8.0 million.
Conference Call
The Company will host a conference call tomorrow, Wednesday, May 4, 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 (877) 870-5176, or for international callers, (858) 384-5517. The passcode for the replay is 13634335.
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/corporateprofile.aspx?iid=4263385
Supplemental Schedules
The Company has provided a supplemental information package to provide additional disclosure and financial information on its website (www.stagindustrial.com) under the “Presentations” tab in the Investor Relations section.
Additional information is also available on the Company’s website at www.stagindustrial.com.
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CONSOLIDATED BALANCE SHEETS
STAG Industrial, Inc.
(unaudited, $000s, except share data)
March 31, 2016 | December 31, 2015 | ||||||
Assets | |||||||
Rental Property: | |||||||
Land | $ | 229,288 | $ | 228,919 | |||
Buildings and improvements, net of accumulated depreciation of $160,820 and $150,395, respectively | 1,328,602 | 1,332,298 | |||||
Deferred leasing intangibles, net of accumulated amortization of $209,898 and $200,758, respectively | 263,867 | 276,272 | |||||
Total rental property, net | 1,821,757 | 1,837,489 | |||||
Cash and cash equivalents | 15,469 | 12,011 | |||||
Restricted cash | 8,403 | 8,395 | |||||
Tenant accounts receivable, net | 22,425 | 21,478 | |||||
Prepaid expenses and other assets | 26,896 | 23,888 | |||||
Interest rate swaps | — | 1,867 | |||||
Assets held for sale, net | 2,996 | — | |||||
Total assets | $ | 1,897,946 | $ | 1,905,128 | |||
Liabilities and Equity | |||||||
Liabilities: | |||||||
Unsecured credit facility | $ | 6,000 | $ | 56,000 | |||
Unsecured term loans | 299,779 | 299,769 | |||||
Unsecured notes | 399,384 | 399,366 | |||||
Mortgage notes | 214,727 | 230,937 | |||||
Accounts payable, accrued expenses and other liabilities | 28,139 | 25,662 | |||||
Interest rate swaps | 13,732 | 3,766 | |||||
Tenant prepaid rent and security deposits | 13,318 | 14,628 | |||||
Dividends and distributions payable | 8,527 | 8,234 | |||||
Deferred leasing intangibles, net of accumulated amortization of $8,514 and $8,536, respectively | 10,830 | 11,387 | |||||
Total liabilities | 994,436 | 1,049,749 | |||||
Equity: | |||||||
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized, | |||||||
Series A, 2,760,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2016 and December 31, 2015 | 69,000 | 69,000 | |||||
Series B, 2,800,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2016 and December 31, 2015 | 70,000 | 70,000 | |||||
Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2016 and no shares issued and outstanding at December 31, 2015 | 75,000 | — | |||||
Common stock, par value $0.01 per share, 150,000,000 shares authorized, 68,182,802 and 68,077,333 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 682 | 681 | |||||
Additional paid-in capital | 1,016,764 | 1,017,394 | |||||
Common stock dividends in excess of earnings | (349,881 | ) | (334,623 | ) | |||
Accumulated other comprehensive loss | (13,567 | ) | (2,350 | ) | |||
Total stockholders’ equity | 867,998 | 820,102 | |||||
Noncontrolling interest | 35,512 | 35,277 | |||||
Total equity | 903,510 | 855,379 | |||||
Total liabilities and equity | $ | 1,897,946 | $ | 1,905,128 | |||
5
CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, $000s, except share data)
Three months ended March 31, | |||||||
2016 | 2015 | ||||||
Revenue | |||||||
Rental income | $ | 51,349 | $ | 43,249 | |||
Tenant recoveries | 9,442 | 7,587 | |||||
Other income | 81 | 153 | |||||
Total revenue | 60,872 | 50,989 | |||||
Expenses | |||||||
Property | 12,655 | 10,246 | |||||
General and administrative | 11,019 | 7,530 | |||||
Property acquisition costs | 552 | 318 | |||||
Depreciation and amortization | 30,280 | 26,129 | |||||
Other expenses | 260 | 186 | |||||
Total expenses | 54,766 | 44,409 | |||||
Other income (expense) | |||||||
Interest income | 3 | 3 | |||||
Interest expense | (10,847 | ) | (8,010 | ) | |||
Loss on extinguishment of debt | (1,134 | ) | — | ||||
Gain on the sales of rental property | 17,673 | — | |||||
Total other income (expense) | 5,695 | (8,007 | ) | ||||
Net income (loss) from continuing operations | $ | 11,801 | $ | (1,427 | ) | ||
Net income (loss) | $ | 11,801 | $ | (1,427 | ) | ||
Less: income (loss) attributable to noncontrolling interest after preferred stock dividends | 455 | (198 | ) | ||||
Net income (loss) attributable to STAG Industrial, Inc. | $ | 11,346 | $ | (1,229 | ) | ||
Less: preferred stock dividends | 2,912 | 2,712 | |||||
Less: amount allocated to participating securities | 100 | 101 | |||||
Net income (loss) attributable to common stockholders | $ | 8,334 | $ | (4,042 | ) | ||
Weighted average common shares outstanding — basic | 67,889,217 | 64,286,213 | |||||
Weighted average common shares outstanding — diluted | 67,964,559 | 64,286,213 | |||||
Income (loss) per share — basic and diluted | |||||||
Income (loss) from continuing operations attributable to common stockholders - basic | $ | 0.12 | $ | (0.06 | ) | ||
Income (loss) from continuing operations attributable to common stockholders - diluted | $ | 0.12 | $ | (0.06 | ) |
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RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, $000s, except share data)
Three months ended March 31, | ||||||||
2016 | 2015 | |||||||
NET OPERATING INCOME RECONCILIATION | ||||||||
Net income (loss) | $ | 11,801 | $ | (1,427 | ) | |||
Asset management fee income | (41 | ) | (117 | ) | ||||
General and administrative | 11,019 | 7,530 | ||||||
Property acquisition costs | 552 | 318 | ||||||
Depreciation and amortization | 30,280 | 26,129 | ||||||
Interest income | (3 | ) | (3 | ) | ||||
Interest expense | 10,847 | 8,010 | ||||||
Loss on extinguishment of debt | 1,134 | — | ||||||
Other expenses | 260 | 186 | ||||||
Gain on the sales of rental property | (17,673 | ) | — | |||||
Corporate sub lease rental income | — | (51 | ) | |||||
NET OPERATING INCOME | $ | 48,176 | $ | 40,575 | ||||
Net operating income | $ | 48,176 | $ | 40,575 | ||||
Straight-line rent adjustments, net | (451 | ) | (1,291 | ) | ||||
Intangible amortization in rental income, net | 1,666 | 2,065 | ||||||
CASH NET OPERATING INCOME | $ | 49,391 | $ | 41,349 | ||||
Cash net operating income | $ | 49,391 | ||||||
Cash NOI from acquisitions' and dispositions' timing | (331 | ) | ||||||
RUN RATE CASH NOI | $ | 49,060 | ||||||
ADJUSTED EBITDA RECONCILIATION | ||||||||
Net income (loss) | $ | 11,801 | $ | (1,427 | ) | |||
Intangible amortization in rental income, net | 1,666 | 2,065 | ||||||
Straight-line rent adjustments, net | (370 | ) | (749 | ) | ||||
Non-cash compensation expense | 2,041 | 1,847 | ||||||
Termination income | (54 | ) | (544 | ) | ||||
Property acquisition costs | 552 | 318 | ||||||
Depreciation and amortization | 30,280 | 26,129 | ||||||
Interest income | (3 | ) | (3 | ) | ||||
Interest expense | 10,847 | 8,010 | ||||||
Severance costs | 3,063 | — | ||||||
Loss on extinguishment of debt | 1,134 | — | ||||||
Gain on the sales of rental property | (17,673 | ) | — | |||||
ADJUSTED EBITDA | $ | 43,284 | $ | 35,646 | ||||
Adjusted EBITDA | $ | 43,284 | ||||||
Adjusted EBITDA from acquisitions' and dispositions' timing | (331 | ) | ||||||
RUN RATE ADJUSTED EBITDA | $ | 42,953 | ||||||
7
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, $000s, except share data)
Three months ended March 31, | ||||||||
2016 | 2015 | |||||||
CORE FUNDS FROM OPERATIONS RECONCILIATION | ||||||||
Net income (loss) | $ | 11,801 | $ | (1,427 | ) | |||
Rental property depreciation and amortization | 30,231 | 26,087 | ||||||
Gain on the sales of rental property | (17,673 | ) | — | |||||
Funds from operations | $ | 24,359 | $ | 24,660 | ||||
Preferred stock dividends | (2,912 | ) | (2,712 | ) | ||||
Amount allocated to participating securities | (100 | ) | (101 | ) | ||||
Funds from operations attributable to common stockholders and unit holders | $ | 21,347 | $ | 21,847 | ||||
Funds from operations attributable to common stockholders and unit holders | $ | 21,347 | $ | 21,847 | ||||
Intangible amortization in rental income, net | 1,666 | 2,065 | ||||||
Termination income | (54 | ) | (544 | ) | ||||
Property acquisition costs | 552 | 318 | ||||||
Loss on extinguishment of debt | 1,134 | — | ||||||
Severance costs | 3,063 | — | ||||||
CORE FUNDS FROM OPERATIONS | $ | 27,708 | $ | 23,686 | ||||
Weighted average common shares, participating securities, performance units and other units | ||||||||
Weighted average common shares outstanding | 67,889,217 | 64,286,213 | ||||||
Weighted average participating securities outstanding | 241,929 | 290,280 | ||||||
Weighted average performance units granted | 11,813 | — | ||||||
Weighted average units outstanding | 3,680,206 | 3,249,372 | ||||||
Weighted average common shares, participating securities, performance and other units - basic | 71,823,165 | 67,825,865 | ||||||
Dilutive common share equivalents | 75,342 | — | ||||||
Weighted average common shares, participating securities, performance and other units - diluted | 71,898,507 | 67,825,865 | ||||||
CORE FUNDS FROM OPERATIONS PER SHARE / UNIT - BASIC | $ | 0.39 | $ | 0.35 | ||||
CORE FUNDS FROM OPERATIONS PER SHARE / UNIT - DILUTED | $ | 0.39 | $ | 0.35 | ||||
ADJUSTED FUNDS FROM OPERATIONS RECONCILIATION | ||||||||
Core funds from operations | $ | 27,708 | $ | 23,686 | ||||
Add: non-rental property depreciation and amortization | 49 | 42 | ||||||
Straight-line rent adjustments, net | (370 | ) | (749 | ) | ||||
Recurring capital expenditures | (469 | ) | (12 | ) | ||||
Renewal lease commissions and tenant improvements | (731 | ) | (132 | ) | ||||
Non-cash portion of interest expense | 379 | 299 | ||||||
Non-cash compensation expense | 2,041 | 1,847 | ||||||
ADJUSTED FUNDS FROM OPERATIONS (1) | $ | 28,607 | $ | 24,981 | ||||
(1) Excludes Non-Recurring Capital Expenditures of $2,257 and $718 and new LCs and TIs of $690 and $104, for the three months ended March 31, 2016 and March 31, 2015, respectively.
8
Non-GAAP Financial Measures and Other Definitions
Acquisition Capital Expenditures: Recurring and non-recurring capital expenditures identified at the time of acquisition and underwritten to occur in the first twelve months. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under STAG's ownership.
Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA): We define Adjusted EBITDA as net income (loss) (computed in accordance with GAAP) before interest, tax, depreciation and amortization, property acquisition costs, gain on the sales of rental property, termination income, straight-line rent adjustments, non-cash compensation, intangible amortization in rental income, loss on impairments, loss on extinguishment of debt and other non-recurring items.
Capitalization Rate: We define Capitalization Rate as the estimated weighted average cash capitalization rate, calculated by dividing (i) the Company’s estimate of year one net operating income from the applicable property’s operations stabilized for occupancy (post-lease-up for vacant properties), which does not include termination income, miscellaneous other income, capital expenditures, general and administrative costs, reserves, tenant improvements and leasing commissions, credit loss, or vacancy loss, by (ii) the purchase price, as defined by GAAP 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, 2015.
Debt Capacity: We define Debt Capacity as the aggregate undrawn nominal commitments under the Company’s unsecured debt instruments.
Funds from Operations (FFO), Core FFO, and Adjusted FFO (AFFO): 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, impairment write-downs of depreciable real estate, real estate related 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 and AFFO exclude property acquisition costs, lease termination income, intangible amortization in rental income, loss on extinguishment of debt, consulting services fees and non-recurring other expenses. AFFO also excludes non-rental property depreciation and amortization, straight-line rent adjustments, non-cash portion of interest expense, non-cash compensation expense and deducts recurring capital expenditures and lease renewal commissions and tenant improvements.
GAAP: U.S. generally accepted accounting principles.
GAAP Rent Change: GAAP basis rent is a ratio of the change in base rent (including straight-line rent adjustments as required by GAAP) of the comparable lease. Prior to the third quarter of 2015, GAAP rent change did not include the deferred rent associated with early lease renewals. The Company changed the definition of GAAP Rent Change to include the deferred rent associated with early lease renewals effective the third quarter of 2015 for the current and prior periods presented. The definition change is not considered significant.
Immediate Availability: We define Immediate Availability as the amount of Debt Capacity the Company could borrow consistent with the financial covenants in its debt instruments.
Net operating income (NOI), Cash NOI, and Run Rate Cash NOI: We define NOI as rental income, including reimbursements, less property expenses and real estate taxes, which excludes depreciation, amortization, loss on impairments, general and administrative expenses, interest expense, interest income, corporate sub-lease rental income, asset management fee income, property acquisition costs, loss on extinguishment of debt, gain on sales of rental property, and other expenses.
We define Cash NOI as NOI less straight-line rent adjustments and less intangible amortization in rental income.
We define Run Rate Cash NOI as Cash NOI plus Cash NOI adjusted for a full period of acquisitions, less cash termination income, and less Cash NOI from dispositions. Run rate Cash NOI does not reflect the Company’s historical results and does not predict future results, which may be substantially different.
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Non-Recurring Capital Expenditures: We define Non-Recurring Capital Expenditures as capital items for upgrades or items that previously did not exist at a building or capital items which have a longer useful life, such as roof replacements.
Occupancy Rate: The percentage of total leasable square footage for which the lease term has commenced as of the close of the reporting period.
Pipeline: The pipeline is 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.
Recurring Capital Expenditures: We define Recurring Capital Expenditures as capital items required to sustain existing systems and capital items which generally have a shorter useful life.
Renewal Lease: We define a Renewal Lease as a lease signed by an existing tenant to extend the term for twelve 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 and (iii) an early renewal or workout, which ultimately does extend the original term for twelve months or more, but the renewal term commences before the lease expiration of their current lease.
Real Estate Cost Basis: We define Real Estate Cost Basis as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.
Retention: We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square feet of leases expiring in the period excluding known vacancy at the time of acquisition. Neither the Renewal Leases nor leases expiring include Temporary Leases or License Agreements.
Run Rate Adjusted EBITDA: We define Run Rate Adjusted EBITDA as Adjusted EBITDA plus incremental Adjusted EBITDA related to acquisitions acquired in each quarter for which a full quarter’s results were not reflected less Adjusted EBITDA related to the quarter’s dispositions. Run rate Adjusted EBITA does not reflect the Company’s historical results and does not predict future results, which may be substantially different.
Temporary Leases/License Agreements: We define a Temporary Lease or a License Agreement as any lease that is signed for an initial term of less than twelve months; this includes short-term new leases and short-term renewal leases.
Weighted Average Lease Term: We define the Weighted Average Lease Term as the remaining lease term in years as of the report date weighted by the annualized base rental revenue.
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