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8-K - 8-K - STAG Industrial, Inc.q12017earningsrelease8-k.htm


 
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STAG INDUSTRIAL ANNOUNCES FIRST QUARTER
2017 RESULTS
 
Boston, MA — May 2, 2017 - 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 2017.
 
“The Company built upon the achievements of 2016 with an impressive first quarter of 2017,” said Ben Butcher, Chief Executive Officer of the Company. “STAG continues to benefit from the persisting opportunity to execute on its proven investment thesis and the solid execution by our seasoned team.”

First Quarter 2017 Highlights
 
Reported $(0.03) of net loss per basic and diluted share for the first quarter of 2017, as compared to $0.13 of net income per basic and diluted share for the first quarter of 2016, a decrease in net income of 123.1%. Reported $(2.4) million of net loss attributable to common stockholders for the first quarter of 2017 compared to net income attributable to common stockholders of $8.8 million for the first quarter of 2016, a decrease in net income of 126.7%.

Achieved $0.41 of Core FFO per diluted share for the first quarter of 2017, an increase of 5.1% compared to the first quarter of 2016. Generated Core FFO of $35.1 million compared to $27.7 million for the first quarter of 2016, an increase of 26.6%.
 
Generated Cash NOI of $56.5 million compared to $49.4 million for the first quarter of 2016, an increase of 14.4%.
 
Acquired 11 buildings in the first quarter of 2017, consisting of 2.3 million square feet, for $99.8 million with a weighted average Capitalization Rate of 8.2%.
 
Sold one building in the first quarter of 2017, consisting of 113,379 square feet for $4.1 million.

Achieved occupancy of 94.8% on the total portfolio and 95.8% on the Operating Portfolio as of March 31, 2017.
 
Executed Operating Portfolio leases for 3.6 million square feet for the first quarter of 2017. Experienced a cash rent change and GAAP Rent Change of 4.1% and 9.8%, respectively, for the quarter’s Operating Portfolio leasing activity.
 
Experienced 51.3% Retention for 1.2 million square feet of leases expiring in the quarter. Achieved an increase in cash rent change and GAAP Rent Change of 13.4% and 23.6%, respectively, for these renewals.

Raised gross proceeds of $68.5 million of equity through the Company's at-the-market offering ("ATM") program for the first quarter of 2017. Subsequent to quarter end and through May 2, 2017, raised gross proceeds of $135.0 million through the ATM program.

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, May 3, 2017 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.

1



Key Financial Measures
 
FIRST QUARTER 2017 KEY FINANCIAL MEASURES
 
 
Three months ended March 31,
 
 
Metrics
 
2017
 
2016
 
% Change
(in millions, except per share data)
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
$(2.4)
 
$8.8
 
(126.7)%
Net income (loss) per share — basic
 
$(0.03)
 
$0.13
 
(123.1)%
Net income (loss) per share — diluted
 
$(0.03)
 
$0.13
 
(123.1)%
Cash NOI
 
$56.5
 
$49.4
 
14.4%
Adjusted EBITDA
 
$49.4
 
$43.3
 
14.1%
Core FFO
 
$35.1
 
$27.7
 
26.6%
Core FFO per share / unit — basic
 
$0.41
 
$0.39
 
5.1%
Core FFO per share / unit — diluted
 
$0.41
 
$0.39
 
5.1%
AFFO
 
$35.7
 
$28.6
 
24.8%
 
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 March 31, 2017, the Company acquired 11 buildings for $99.8 million with an Occupancy Rate of 100% upon acquisition. The chart below details the acquisition activity for the quarter:

FIRST QUARTER 2017 ACQUISITION ACTIVITY
Location (CBSA)
Date Acquired
Square Feet
Buildings
Purchase Price ($MM)
Weighted Average Lease Term (Years)
Capitalization Rate
Jacksonville, FL
1/17/2017
1,025,720
4
$34.2
6.5
 
Reno, NV
1/20/2017
174,763
1
8.4
7.5
 
Charlotte-Concord-Gastonia, NC-SC
1/26/2017
288,000
1
8.3
4.3
 
New York-Newark-Jersey City, NY-NJ-PA
1/31/2017
183,000
1
12.8
3.4
 
New Haven-Milford, CT
2/23/2017
200,000
1
12.8
10.0
 
Cleveland-Elyria, OH
3/10/2017
173,034
1
7.6
6.6
 
Detroit-Warren-Dearborn, MI
3/20/2017
290,105
2
15.7
4.9
 
Total / weighted average
 
2,334,622
11
$99.8
6.2
8.2%


 The chart below details the 2017 acquisition activity and pipeline through May 2, 2017:

2017 ACQUISITION ACTIVITY AND PIPELINE DETAIL
 
Square Feet
Buildings
Purchase Price ($MM)
Weighted Average Lease Term (Years)
Capitalization Rate
Q1
2,334,622
11
$99.8
6.2
8.2%
2017 closed acquisitions
2,334,622
11
$99.8
6.2
8.2%
 
 
 
 
 
 
As of May 2, 2017
 
 
 
 
 
Subsequent to quarter-end acquisitions
488,043
3
$20.6
 
 
 
 
 
 
 
 
Pipeline
39.2 million
174
$2,115.6
 
 


The chart below details the disposition activity for the three months ended March 31, 2017:

FIRST QUARTER 2017 DISPOSITION ACTIVITY
Year
Square Feet
Buildings
Sale Price ($MM)
Q1
113,379
1
$4.1
Total
113,379
1
$4.1

2



Operating Portfolio Leasing Activity
 
For the three months ended March 31, 2017, the Company executed 18 leases for approximately 3.6 million square feet. The chart below details the leasing activity for leases signed during the quarter for the Operating Portfolio:
 
FIRST QUARTER 2017 LEASING ACTIVITY
Lease Type
Square Feet
W.A. Lease Term (Years)
Cash Base Rent $/SF
GAAP Base Rent $/SF
Lease
Commissions
$/SF
Tenant Improvements $/SF
Total Costs $/SF
Cash Rent Change 
GAAP Rent Change
New leases
898,905

4.7
$4.21
$4.35
$1.29
$0.78
$2.07
6.6%
10.8%
Renewal leases
2,675,965

5.1
3.61
3.75
0.27
0.11
0.38
3.2%
9.4%
Total / weighted average
3,574,870

5.0
$3.76
$3.90
$0.52
$0.28
$0.80
4.1%
9.8%

The chart below details the Retention activity for the three months ended March 31, 2017:

2017 RETENTION 
Quarter
Expiring Square Footage
Retained Square Footage
W.A. Lease Term (Years)
Retention
Cash Rent Change
GAAP Rent Change
Q1
1,185,453

607,608

3.4
51.3%
13.4%
23.6%
Total / weighted average
1,185,453

607,608

3.4
51.3%
13.4%
23.6%

The Occupancy Rate of the Operating Portfolio as of March 31, 2017 was 95.8%.
Liquidity and Capital Market Activity
 
As of March 31, 2017, the Company had total Debt Capacity of $376 million and liquidity of $383 million, comprised of $7 million of cash and $376 million of Immediate Availability on the Company’s unsecured credit facility and unsecured term loans.

The chart below details the ATM program activity for the three months ended March 31, 2017:

2017 ATM ACTIVITY 
ATM
Shares Issued
Price per Share (Weighted Avg)
Gross Proceeds $(MM)
Net Proceeds $(MM)
Q1
2,843,907

$24.10
$68.5
$67.6
Total / weighted average
2,843,907

$24.10
$68.5
$67.6

Subsequent to March 31, 2017, the Company sold 5,344,543 shares under its ATM program for gross proceeds of $135.0 million.

Dividends
 
Subsequent to quarter end, on May 1, 2017, the Company’s Board of Directors increased the monthly common stock dividend to $0.1175 per share for the months of July, August and September 2017. This represents an annual dividend of $1.41 per share. The chart below details the common dividends declared during and subsequent to the first quarter:

SECOND & THIRD QUARTER 2017 COMMON DIVIDENDS
Month
 
Record Date
 
Payment Date
 
Dividend
April 2017
 
April 28, 2017
 
May 15, 2017
 
$0.116667
May 2017
 
May 31, 2017
 
June 15, 2017
 
$0.116667
June 2017
 
June 30, 2017
 
July 17, 2017
 
$0.116667
July 2017
 
July 31, 2017
 
August 15, 2017
 
$0.117500
August 2017
 
August 31, 2017
 
September 15, 2017
 
$0.117500
September 2017
 
September 29, 2017
 
October 16, 2017
 
$0.117500
 

3



Subsequent to quarter end, on May 1, 2017, the Company’s Board of Directors declared the following second quarter preferred stock dividends:

SECOND QUARTER 2017 PREFERRED DIVIDENDS DECLARED
Series
Record Date
Payment Date
Quarterly Dividend
Series B - 6.625% Cumulative Redeemable Preferred Stock (NYSE: STAG Pr B)
June 15, 2017
June 30, 2017
$0.4140625
Series C - 6.875% Cumulative Redeemable Preferred Stock (NYSE: STAG Pr C)
June 15, 2017
June 30, 2017
$0.4296875

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.

Conference Call
 
The Company will host a conference call tomorrow, Wednesday, May 3, 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 13658346.
 
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 Schedule
 
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.


4



CONSOLIDATED BALANCE SHEETS
STAG Industrial, Inc.
(unaudited, in thousands, except share data) 
 
March 31, 2017
 
December 31, 2016
Assets
 
 
 
Rental Property:
 
 
 
Land
$
281,756

 
$
272,162

Buildings and improvements, net of accumulated depreciation of $202,095 and $187,413, respectively
1,607,608

 
1,550,141

Deferred leasing intangibles, net of accumulated amortization of $251,089 and $237,456, respectively
289,275

 
294,533

Total rental property, net
2,178,639

 
2,116,836

Cash and cash equivalents
7,082

 
12,192

Restricted cash
8,720

 
9,613

Tenant accounts receivable, net
26,555

 
25,223

Prepaid expenses and other assets
26,224

 
20,821

Interest rate swaps
2,378

 
1,471

Assets held for sale, net
1,607

 

Total assets
$
2,251,205

 
$
2,186,156

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Unsecured credit facility
$
71,000

 
$
28,000

Unsecured term loans, net
446,766

 
446,608

Unsecured notes, net
398,033

 
397,966

Mortgage notes, net
151,452

 
163,565

Accounts payable, accrued expenses and other liabilities
30,639

 
35,389

Interest rate swaps
1,985

 
2,438

Tenant prepaid rent and security deposits
17,537

 
15,195

Dividends and distributions payable
10,149

 
9,728

Deferred leasing intangibles, net of accumulated amortization of $11,443 and $10,450, respectively
19,674

 
20,341

Total liabilities
1,147,235

 
1,119,230

Equity:
 
 
 
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
 
 
 
Series B, 2,800,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2017 and December 31, 2016
70,000

 
70,000

Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2017 and December 31, 2016
75,000

 
75,000

Common stock, par value $0.01 per share, 150,000,000 shares authorized, 83,378,593 and 80,352,304 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
833

 
804

Additional paid-in capital
1,360,951

 
1,293,706

Common stock dividends in excess of earnings
(442,329
)
 
(410,978
)
Accumulated other comprehensive loss
(336
)
 
(1,496
)
Total stockholders’ equity
1,064,119

 
1,027,036

Noncontrolling interest
39,851

 
39,890

Total equity
1,103,970

 
1,066,926

Total liabilities and equity
$
2,251,205

 
$
2,186,156

 
 
 
 


5



CONSOLIDATED STATEMENTS OF OPERATIONS
STAG Industrial, Inc.
(unaudited, in thousands, except share data)
 
Three months ended March 31,
 
2017
 
2016(1)
Revenue
    

 
    

Rental income
$
59,222

 
$
51,349

Tenant recoveries
10,185

 
9,442

Other income
73

 
81

Total revenue
69,480

 
60,872

Expenses
 

 
 

Property
13,276

 
12,655

General and administrative
8,771

 
11,019

Property acquisition costs
740

 
552

Depreciation and amortization
35,953

 
29,749

Loss on involuntary conversion
330

 

Other expenses
194

 
260

Total expenses
59,264

 
54,235

Other income (expense)
 

 
 

Interest income
5

 
3

Interest expense
(10,477
)
 
(10,847
)
Loss on extinguishment of debt

 
(1,134
)
Gain on the sales of rental property, net
325

 
17,673

Total other income (expense)
(10,147
)
 
5,695

Net income
$
69

 
$
12,332

Less: income (loss) attributable to noncontrolling interest after preferred stock dividends
(103
)
 
482

Net income attributable to STAG Industrial, Inc.
$
172

 
$
11,850

Less: preferred stock dividends
2,448

 
2,912

Less: amount allocated to participating securities
83

 
100

Net income (loss) attributable to common stockholders
$
(2,359
)
 
$
8,838

Weighted average common shares outstanding — basic
81,807,883

 
67,889,217

Weighted average common shares outstanding — diluted
81,807,883

 
67,964,559

Net income (loss) per share — basic and diluted
 

 
 

Net income (loss) per share attributable to common stockholders — basic
$
(0.03
)
 
$
0.13

Net income (loss) per share attributable to common stockholders — diluted
$
(0.03
)
 
$
0.13

 
 
 
 
(1) In the fourth quarter of 2016, the Company revised the prior period rental property depreciation and amortization expense amounts and accumulated building and improvements depreciation amounts. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, for a detailed discussion of the revision.

6



RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands) 
 
Three months ended March 31,
 
2017
 
2016(1)
NET OPERATING INCOME RECONCILIATION
 
 
 
Net income
$
69

 
$
12,332

Asset management fee income
(30
)
 
(41
)
General and administrative
8,771

 
11,019

Property acquisition costs
740

 
552

Depreciation and amortization
35,953

 
29,749

Interest income
(5
)
 
(3
)
Interest expense
10,477

 
10,847

Loss on involuntary conversion
330

 

Loss on extinguishment of debt

 
1,134

Other expenses
194

 
260

Gain on the sales of rental property, net
(325
)
 
(17,673
)
Net operating income 
$
56,174

 
$
48,176


 
 
 
Net operating income 
$
56,174

 
$
48,176

Straight-line rent adjustments, net
(1,224
)
 
(397
)
Straight-line termination income adjustments, net
256

 
(54
)
Intangible amortization in rental income, net
1,296

 
1,666

Cash net operating income
$
56,502

 
$
49,391


 
 
 
Cash net operating income
$
56,502

 
 
Cash NOI from acquisitions' and dispositions' timing
844

 
 
Cash termination income
(564
)
 
 
Run Rate Cash NOI
$
56,782

 
 
 
 
 
 
ADJUSTED EBITDA RECONCILIATION
 
 
 
Net income
$
69

 
$
12,332

Intangible amortization in rental income, net
1,296

 
1,666

Straight-line rent adjustments, net
(1,223
)
 
(370
)
Non-cash compensation expense
2,387

 
2,041

Termination income
(308
)
 
(54
)
Property acquisition costs
740

 
552

Depreciation and amortization
35,953

 
29,749

Interest income
(5
)
 
(3
)
Interest expense
10,477

 
10,847

Severance costs

 
3,063

Loss on involuntary conversion
330

 

Loss on extinguishment of debt

 
1,134

Gain on the sales of rental property, net
(325
)
 
(17,673
)
Adjusted EBITDA
$
49,391

 
$
43,284

 
 
 
 
Adjusted EBITDA
$
49,391

 
 
Adjusted EBITDA from acquisitions' and dispositions' timing
844

 
 
Run Rate Adjusted EBITDA
$
50,235

 
 
 
 
 
 
(1) In the fourth quarter of 2016, the Company revised the prior period rental property depreciation and amortization expense amounts and accumulated building and improvements depreciation amounts. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, for a detailed discussion of the revision.

7



RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
STAG Industrial, Inc.
(unaudited, in thousands, except share data)
 
Three months ended March 31,
 
2017
 
2016(1)
CORE FUNDS FROM OPERATIONS RECONCILIATION
 
 
 
Net income
$
69

 
$
12,332

Rental property depreciation and amortization
35,879

 
29,700

Gain on the sales of rental property, net
(325
)
 
(17,673
)
Funds from operations
$
35,623

 
$
24,359

Preferred stock dividends
(2,448
)
 
(2,912
)
Other expenses

 
(100
)
Funds from operations attributable to common stockholders and unit holders
$
33,175

 
$
21,347

 
 
 
 
Funds from operations attributable to common stockholders and unit holders
$
33,175

 
$
21,347

Intangible amortization in rental income, net
1,296

 
1,666

Termination income
(308
)
 
(54
)
Property acquisition costs
740

 
552

Loss on extinguishment of debt

 
1,134

Severance costs

 
3,063

Loss on involuntary conversion
330

 

Gain on swap ineffectiveness
(156
)
 

Core funds from operations
$
35,077

 
$
27,708

 
 
 
 
Weighted average common shares, participating securities, performance units and other units
 
 
 
Weighted average common shares outstanding
81,807,883

 
67,889,217

Weighted average participating securities outstanding
239,827

 
241,929

Weighted average units outstanding
3,702,237

 
3,680,206

Weighted average common shares, participating securities, and other units - basic
85,749,947

 
71,811,352

Weighted average performance units
437,527

 
11,813

Dilutive common share equivalents

 
75,342

Weighted average common shares, participating securities, performance and other units - diluted
86,187,474

 
71,898,507

Core funds from operations per share / unit - basic
$
0.41

 
$
0.39

Core funds from operations per share / unit - diluted
$
0.41

 
$
0.39

 
 
 
 
ADJUSTED FUNDS FROM OPERATIONS RECONCILIATION
 
 
 
Core funds from operations
$
35,077

 
$
27,708

Non-rental property depreciation and amortization
74

 
49

Straight-line rent adjustments, net
(1,223
)
 
(370
)
Recurring capital expenditures
(225
)
 
(469
)
Renewal lease commissions and tenant improvements
(889
)
 
(731
)
Non-cash portion of interest expense
501

 
379

Non-cash compensation expense
2,387

 
2,041

Adjusted funds from operations (2)
$
35,702

 
$
28,607

 
 
 
 
(1) In the fourth quarter of 2016, the Company revised the prior period rental property depreciation and amortization expense amounts and accumulated building and improvements depreciation amounts. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2016, for a detailed discussion of the revision.
(2) Excludes Non-Recurring Capital Expenditures of approximately $2,662 and $2,257 and new leasing commissions and tenant improvements of approximately $1,192 and $690 for the three months ended March 31, 2017 and March 31, 2016, respectively.


8



Non-GAAP Financial Measures and Other Definitions
 
Acquisition Capital Expenditures: We define Acquisition Capital Expenditures as Recurring and Non-Recurring Capital Expenditures identified at the time of acquisition and underwritten to occur in the first 12 months. Acquisition Capital Expenditures also include new lease commissions and tenant improvements for space that was not occupied under the Company's ownership.

Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA), and Run Rate 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 involuntary conversion, loss on extinguishment of debt and other non-recurring items.

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 EBITDA does not reflect the Company’s historical results and does not predict future results, which may be substantially different.

Adjusted EBITDA and Run Rate EBITDA 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, Adjusted EBITDA and Run Rate Adjusted EBITDA 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 Adjusted EBITDA and Run Rate Adjusted EBITDA 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.

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 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, 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 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, 2016.

Comparable Lease: We define a Comparable Lease as a lease 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, leases on space with downtime in excess of two years, leases with materially different lease structures, leases associated with known vacates at the time of acquisition, and leases with credit-related modifications.

Core Based Statistical Area (CBSA): We define Core Based Statistical Area ("CBSA") as a U.S. geographic area defined by the Office of Management and Budget that consists of one or more counties (or equivalents) anchored by an urban center of at least 10,000 people plus adjacent counties that are socioeconomically tied to the urban center by commuting.

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, loss on involuntary conversion, gain on swap ineffectiveness, 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

9



compensation expense and deducts recurring capital expenditures and lease renewal commissions and tenant improvements.
 
None of FFO, Core FFO or AFFO 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 and AFFO similarly as FFO.

However, because FFO, Core FFO and AFFO 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 nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance 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 calculations of Core FFO and AFFO may not be comparable to similarly titled measures disclosed by other REITs.

GAAP: U.S. generally accepted accounting principles.

GAAP Rent Change: We define GAAP Rent Change as the percentage change in the average base rent over the contractual lease term (excluding above/below market lease amortization) of the Comparable Lease.
 
Immediate Availability: We define Immediate Availability as the amount of Debt Capacity the Company could immediately 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 involuntary conversion, 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 and dispositions, less cash termination income. 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.
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: We define Occupancy Rate as the percentage of total leasable square footage for which the lease term has commenced as of the close of the reporting period.

Operating Portfolio: We define our Operating Portfolio as including all warehouse and light manufacturing assets and excluding non-core flex/office assets and assets under redevelopment. Our Operating Portfolio also excludes billboard, parking lot and cell tower leases.


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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.

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.
 
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. Neither the Renewal Leases nor leases expiring include Temporary Leases or License Agreements. Retention excludes leases associated with known vacates at the time of acquisition, leases with credit-related modifications, and early terminations.

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 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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