Greetings. And welcome to the STAG Industrial Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Matts Pinard, Senior Vice President of Investor Relations. Thank you, sir. You may begin.

Thank you. Welcome to STAG Industrial Conference Call covering the Third Quarter 2021 results. In addition to the press release distributed yesterday, we've posted an unaudited quarterly supplemental information presentation on the Company's website at stagindustrial.com under the Investor Relations section. On today's call, the Company's prepared remarks and answers to your questions will contain forward-looking statements as defined in the Private Securities Litigation Reform Act 1995. Forward-looking statements address matters are subject to risks and uncertainties that may cause actual results to differ from those discussed today. Examples of forward-looking statements include forecasts of core FFO, same-store NOI, G&A, acquisition and disposition volumes, retention rates, and other guidance, leasing prospects, rent collections, industry and economic trends, and other matters. We encourage all our listeners to review the more detailed discussion related to these forward-looking statements contained in the Company's filings with the SEC and the definitions and reconciliations of non-GAAP measures contained in the supplemental informational package available on the Company's website. As a reminder, forward-looking statements represent management's estimates as of today, STAG Industrial assumes no obligation to update any forward-looking statements. On today's call, you will hear from Ben Butcher, Our Chief Executive Officer, and Bill Crooker, our President and Chief Financial Officer. Also here with us today is Steve Mecke, our Chief Operating Officer, who is available to answer questions specific to operations. I will now turn the call over to Ben.

Thank you, Matts. Good morning, everybody. And welcome to the third quarter earnings call for STAG Industrial. We are pleased to have you join us and look forward to telling you about our third quarter results. Industrial market fundamentals remain sound with historic net absorption levels supported by broad-based demand across the nation. We're having daily conversations across our tenancy to help address their real estate needs. Conversation topics range from building expansions to sourcing additional space across the 60-plus markets, in which we operate, the sustainability related upgrades, such as efficient lighting conversion. These themes were highlighted in our recently completed fifth annual tenant survey. This survey provides us an opportunity to obtain real-time insights into how our tenants are thinking about their businesses and how their real estate needs are evolving in these unprecedented times. Not surprisingly, there was a dominant theme in their responses, the need for additional space. Pennants are looking to enhance the resilience and strength of their supply chains, as well as to support new growth initiatives. Labor availability remains a widely held concern and limiting factor in these gross initiatives by our tenants. The majority of respondents indicated e-commerce activity has increased over the last 12 months, consistent with the belief that there has been a structural change in consumer behavior. Continuing the trend, approximately 40% of the buildings in our portfolio support some level of e-commerce activity. Our tenants, like our society in general, are also more focused on the ESG matters. In particular, the survey revealed a noticeable increase in the importance of sustainable building operations as a measure of building fit. STAG continues to be a leader in ESG. We recently received our 2021 Gresb Public Disclosure letter grade rating of B. Our score remains above the read average and…

Thank you, Ben. And good morning, everyone. Demand for industrial real estate continues to increase, driven by the acceleration of supply chain issues initiated by the COVID pandemic. Backlogs of ships at ports and other transportation bottlenecks, shipping cost increases, inventory mismatches, and labor constraints are driving demand for warehouse space as companies attempt to adjust their supply chain networks. Consumer adoption of e-commerce is permanent and reflecting our healthy portfolio operating results. core FFO was $0.53 for the quarter, an increase of 15.2% as compared to the third quarter of 2020. Included in core FFO of this quarter was the impact of a settlement agreement related to a former tenant. The settlement included a $1.7 million cash payment to STAG, which accounted for one penny of core FFO per share this quarter. Cash available for distribution totaled $219.6 million year-to-date through the third quarter, an increase of 22.1% as compared to the first 9 months of 2020. Net debt to run rate adjusted EBITDA was 4.8 times at quarter-end. We acquired 24 buildings for $427.2 million during the third quarter with stabilized cash and straight-line cap rates of 5.35% and 5.7% respectively. Our acquisition activity this quarter included further additions to our portfolio's growth in the central valley of California and our entry into the Salt Lake City sub market. Year-to-date as of today, we have acquired $757.5 million of acquisitions with a healthy closing schedule of transactions under contract, and subject to letter of intent, as we head towards year-end. There continues to be increasing competition for larger single asset transactions and portfolios. Large capital sources simply don't have the ability to efficiently acquire at a granular individual asset level. Our platform was built to identify underwriting individual assets, allowing us to deploy our relative value investment strategy…

Thanks Bill. Another great quarter driven by the strong industrial Fundamentals and the excellent execution by the STAG team. In our view, these strong fundamentals are likely to persist for some time. I have no doubt that the matching execution excellence by the STAG team will persist for the long term. Thank you for your time this morning, we'll now turn it back to the Operator for questions.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Sheila McGrath with Evercore. Please proceed with your question.

Yes. Good morning, Ben. I was just wondering if you could give us your big picture thoughts on rent growth profile or outlook on secondary markets versus primary markets and where you think STAG place rents compare right now versus market compared to a couple of years ago.

Well, first of all, good morning Sheila, always good to talk to you. Secondary markets have always been in our view, and I think the data supports this, less volatile than primary markets. And obviously during a period of quickly rising rents, the primary markets to that volatility were to the benefit of landlords. We're seeing strong rent growth against the secondary -- across all the markets, the secondary and primary markets that we operate in. We expect that to continue. I think the mark-to-market, without getting into great detail, but the fact that you have stronger rising rents must mean that the portfolio is slightly more under market than it would've been a few years ago. But that's more of a academic answer than a asset-by-asset evaluation. I think that shows up in the rent spreads, which are -- we expect to run in the high single-digits. So nothing specific in terms of an answer, but again, we're -- we feel our portfolio is in a good place.

Okay. Thanks. And then Bill, G&A guidance went lower at the top end. There were some adjustments for severance or something that you mentioned. Can you comment on what might be a good run rate for us to think about in fourth quarter or more importantly, for 2022?

Yeah, hey, Sheila. And without getting into guidance for next year which would include new hires, cost of living adjustments, but run rate in Q3 for Q1, I would add probably another $750 thousand, and that's more related to the retirement plan we put in place at the beginning of the year. One of those costs will be front-loaded for some employees that are eligible. So it's an additional 750 from Q3 to Q1.

Okay.

And Sheila I might add that as always we note that we have a very scalable business, so the growth in our portfolio which is sizable does not translate directly to G&A. The marginal add to G&A is the minimest as compared to the size of the portfolio again.

And just to reiterate, that's not a guidance for next year. We will come out with our official G&A guidance in February.

Okay. And last question, 2 acquisitions in the quarter were vacant. Just wondering if you have tenants in hand for those or do you have to do a lot of CaPex spend to reposition those assets.

These assets are effectively ready to lease the underwriting for our acquiring assets, whether they're tenanted or untenanted, it's the same. We're looking at the projected downtime capital costs, etc and the lease achievement once leased -- the rental achievement once leased in evaluating our returns going forward. And again, these assets fell vacant, by our projections still meet our return thresholds.

Yeah. And we're very comfortable with the lease ability of the assets. There's 3 buildings that we acquired vacant, one of which we've already have a lease in hand, and the others we expect leases in the not-too-distant future.

Okay. Great. Thank you.

Thank you.

Our next question comes from the line of Manny Korchman with Citi. please proceed with your question.

Hey, it's Chris Macquarie on with Manny. I was just wondering if you could comment around the acquisition strategy, specifically how steep competition is in some of these target markets. You lowered your acquisition cap rate guidance. So I'm just wondering, is that just a factor of more competition in these markets?

Well, certainly competition is a factor. But the main reason that cap rates are lower than they were in prior periods is that the rent growth profiles and the cash flow profiles of the assets we're buying is better so that the future cash flows justify, given our return requirements of the lower cap rates. As we've said before, cap rates are a point in time measure that can be altered. There's a bunch of different cap rates that people quote. But we're interested in long-term cash flows and making sure that we deliver the returns to our shareholders that we think they deserve.

Yeah. And as we mentioned in the prepared remarks, we're seeing a lot greater competition in bigger asset sizes and portfolios. Our sweet spot in that $5 to $30 million range. We're still able to achieve our historical hit rates for the smaller asset sizes.

Where we're seeing the impact of greater competition is, our hit rates are much lower than they were a couple of years ago. We have expanded our capacity to identify an underwrite, but to buy the billion 1, the billion 2 that we're projecting to buy this year. We're having to look at more assets, or underwrite more assets to get to that number. But that's our peculiar advantage in the market, our ability to do that allows us to still get the returns that we're achieving for our shareholders.

Got it. More of that makes sense. Switching over to dispositions, what exactly are you looking to sell today, and what is the appetite to use some of those proceeds for land or covered land players?

So our -- what we're looking to sell today is what we're always been looking to sell which is our assets that others think are worth more than we think they're worth in our portfolio. So the Taunton asset obviously was a prime example of that. It was not an asset that we just going in, someone else was willing to pay not only more, significantly more than we thought it was worth to us on our portfolio. And as we evaluate our portfolio, there are other assets that will pop up or be evaluated by our staff as potential candidates to sell. So, the way we continue to review our portfolio and undoubtedly we'll find some of those this year. And that's in our projected disposition total of a $100 million to $200 million for this year, and we expect -- we have not issued guidance for next year, but that's an unreasonable number to expect. So covered land place, we look at it the same way we look at a tenanted building. What are the prospects for that building, whether it's a tear down and rebuild, an expansion, an improvement to the existing structure, perhaps it's improvement in tenancy, or have an existing structure, all those things can be evaluated on the basis of their cash flow going forward. And again, given our return requirements, not only on a per-share basis, but on an absolute basis. If they meet those return requirements, we're happy to buy those.

Got it. Thanks.

Our next question comes from the line of Blaine Heck, with Wells Farg. Please proceed with your question.

Great. Good morning. So guys, if you think about your cost of capital, it's been solid, preferably not exactly where you want it to be, but it's enabled you guys to buy some lower cap rate assets with longer duration, maybe in better markets. Do you think your acquisition pipeline changes at all, if your cost of capital were to increase for whatever reason?

If our cost of capital increases, obviously we wouldn't be able to buy the same cash flows that we can buy today. The returns on a higher cost of capital we have to find more attractive financial deals. So the answer to that is of course, a change in cost-of-capital will change, especially our per-share metrics, core FFO per share, CAD per share, etc. We're hopeful that the market appreciates our ability to identify and acquire assets that are accretive and therefore our cost of capital. Certainly on the equity side, we hope to improve going forward. I think the other side of the equation are that 30% of our capital structure that is debt. There are learned people who are projecting increases to the cost of debt, and there are learned people who are projecting decreases to the cost of debt. What we are cognizant of and pay attention to, is that our forward projections of the cost of debt during our whole period. We believe we are irrational, a center of cost of capital not only today, but going forward.

Makes sense. And then, Bill, just a question on Same-Store expenses this quarter. If I'm looking at it right, the expenses increased a little over 18% year-over-year this quarter. I know you guys are reimbursed for a lot of the expenses, given your lease structure, but I just wanted to ask what the driver of that increase was?

The primary driver is just occupancy. Some of these expenses are paid for directly by the tenant. And when paid directly by the tenant, they don't show up on our P&L. And so when you have an occupancy decline, those expenses now show up on the P&L.

And then lastly, I wanted to touch on retention this quarter, you guys were a little lower than normal at 56%. I think you guys typically point to tenant expansions as the reason for most of your move-outs, does that apply to this quarter? And then looking forward, is there any reason you think that lower retention to stick around or should we expect it to normalize closer to I guess the 70% market.

When we talked about expansion so it's tenants that feel they need more space, not really looking to expand the building. That can be through consolidation, whatever. I think that still remains one of the principal reasons why tenants vacate buildings, I don't have any color.

And in this situation, Blaine, we mentioned it on the prepared remarks. Retention was 56% but when adjusting for immediate back-fills, it was 78%. And that was just situations where we're able to push rent a little bit more. Those immediate back-fill tenants, we were able to roll up low double-digit rent on our casual rents.

But again, the reason for the original tenant departing, maybe as Bill said, rent sticker shock or again, a normal course of business is most typically, they're looking for more space. And indeed in our tenant survey, we had a significant number of our tenants who are looking for more space, and we're able to accommodate them in many instances.

Got it. Thanks, [Indiscernible].

Thanks.

Our next question comes from the line of Michael Carroll, with RBC Capital Markets. Please proceed with your question.

Yeah. Thanks. Ben, with regard to STAG's hit rate on new acquisitions, can you quantify where that number is today and how has it trended? I believe it's down roughly 50% versus pre COVID level. I mean, first is that correct? And is this just a new -- I guess, should we expect to kind of stay at this level, given all the competition that we're seeing in the industrial space?

I think there was a few things going on. So this past quarter were a little better than 12%, which is say 2/3 of our pre-Covid hit rate. Earlier in the year, had been running sub 10%. There is a variety of factors. Well, obviously there's a lot of competition in the market. There's also a lot of assets being brought to market. And our activity in unsolicited bids has also been increased, whichever -- which is, by nature have a lower hit rate. The seller hasn't decided to sell it the time we approach him, but hasn't made that over decisions to sell. So there's a number of factors that go into it. I think you're right though, the competition is certainly a big piece of that. We continue to underwrite deals in primary markets where the hit rate is going to be lower because of the amount of competition. And as I said, the unsolicited offers are always going to have a lower hit rate because we don't know for certain that the seller is indeed a seller.

Okay. And then --

As you know, one of the -- I'm sorry. Just one of the advantages of our -- the improvements we've made to the people, systems, and processes on our acquisition team is we have an even greater -- and then growing ability to identify another REIT assets so we can maintain volume even though we have that lower hit rate.

Okay. Yeah. Understood. And then, I guess, Bill, earlier, and I know that you mentioned this already in the Q&A regarding the competition for those larger assets. Does the size of asset matter to garner that increased competition depending on the market or region or is it fairly uniform that these new investors coming in the space just are trying to buy larger portfolios or larger single assets just to deploy capital?

I mean, it's not a 100% uniform, Mike. There are some markets that some of the larger investors just do not feel comfortable investing in, which is perfectly fine with us. But I would say absent that, it's pretty uniform in that the larger deal sizes, $40 million plus, just garner a much lower cap rate in this environment.

And then I'm sorry if I missed this, but can you quantify the difference between the cap rate for those larger versus the smaller transactions? Is there an easy way to do that?

It's a continuum. So the $40 million deal attracts a certain amount of capital, the $400 million deal attracts a certain amount of capital, and the $4 billion deal attracts a certain amount of capital. So it's really where some of our -- especially the non-traded lease to the extent that they feel can get involved, they typically drive lower cap rates. I wouldn't say there's a good algorithm to assess the differential because when some of these passive sources of capital or income or sources of capital show up t's going to drive cap rates now.

Okay? And then last one for me is what percentage of the assets that you typically acquire are below 40 million at the affiliates large part right.

Yeah, I don't have the exact percentage. You can look at our earnings releases in supplementals to figure that out, but it's a very high percentage.

Okay. Great. Thanks.

We'll try and give you some numbers on that.

Our next question comes from the line of Vince Tibone Kabani, with Green Street Advisors. Please proceed with your question.

Hi. Good morning. I would like to dive in the acquisition cap rates a little deeper. Can you discuss the difference in cash cap rate between stabilized 100% leased assets and vacant properties, where you're taking some leasing risk, just how much higher are the estimated stabilized cap rates for vacant building compared to something similar that's fully leased?

Vince, this is Ben. I thought you're going to give me the easy one. The vacant ones have zero cap rate. But you didn't insert stabilize, so I have to defer from that. It's probably 25 or maybe a little bit more basis points. It obviously depends on the velocity of the market, how fast it's going to be leased or projected to be leased, etc. But 25, 25 plus is probably not a bad assessment.

Okay. That's helpful. And then can you just share your typical leasing outcomes in some of these vacant acquisitions or what will you underwrite in terms of the amount of downtime and whatnot?

Yes. Again, market-specific, some markets some are in 6 months, some are already up to 9, some 12. Our experience in current market conditions has been, we generally have outperformed our underwriting but we remain conservative in how we view the world. We're looking for the midpoint, not the optimistic points. Yeah, a couple of examples events. One of the deals we acquired this quarter we were underwriting 9 months and we already have at lease in hand for one of the buildings. And then also we mentioned that Taunton facility that we just sold. That was an acquisition that we acquired vacant. We put a short-term lease in there almost immediately, and then subsequently put a large e-commerce tenant there for a long term lease. Effectively, that one had negative downtime because the short-term lease paid to get out of the lease. But we're seeing again, downtimes are running shorter than our underwritten downtimes on a general basis. We have a number of times where we have an asset that's brought to us as an investment. And then there's a reset to the investment analysis because the lease has been executed prior to our acquisition. So the seller maybe looking for additional proceeds based on their having leased the building before we even bought it.

That make senses. Very helpful. Thank you.

Our next question comes from the line of Chris Lucas with Capital One. Please proceed with your question.

Hey, good morning, guys. Just maybe a follow-up question to that. Ben, should we be thinking about your acquisition mix, maybe shifting to a little bit more value-add, given the tailwinds that exist in the industrial market fundamentals?

I think the answer to that is what -- we buy where we find returns. Half the world is shifted to focusing just on cash flow which you could argue that the introduction of all this non-traded money, which is income-oriented, might result in and might mean that you can find better returns in value-add. But that's a pendulum that swings back-and-forth. Probably not big -- not a big arc pendulum. So it's not like value-add gets really attractive and income gets really unattractive. There's the small gradations and we react and we're going where it's Gretzky, Wayne Gretzky said, "We go where the puck is going to be. " We're going to find the places where we underwrite the best returns for our shareholders, and it may be in value-add or it maybe in income. But we go -- we are continuing to look for those returns as opposed to any particular category.

But you're not putting any guide rails in terms of max, mins, in terms of what you're willing to do on the value-add?

No. And again, I don't think that depends on swings that far, so. And again, we're looking across a whole bunch of different markets which have different -- to some extent anyway, have different realities going on between cash flow and assets and value-add assets. So across all those markets, we don't expect to move very far from the median of how much of our acquisitions are value-add versus income -- immediately income producing.

And then let me use my favorite in the market. Are you seeing any markets where there are significant rent spikes and, or tenants being more aggressive about their space needs, and trying to get out in front of it and therefore, taking space in advance of when they need it, more so than they might have in the past?

I think the answer to that is yes. You have -- in some markets, you have persisting very low vacancy where that's the driver for tenants trying to get out on the front. I don't think you're going to see, or we certainly haven't seen the kind of activities you saw in lab or urban office in some prior cycles, where people went out and -- I think of downtown San Francisco, where the people who were just going out trying to secure they had space way, way in advance of need. I saw -- I haven't seen that, Steve, have you?

No. Not to this -- to a specific market, but broadly based. I think what Ben just said is correct.

Okay, great. That's all I had this morning. Thank you.

Thanks, Chris.

[Operator Instructions] Our next question comes from the line of Mike Mueller with JPMorgan. Please proceed with your question.

Yeah. Hi. And I get on the call little late, so I apologize if you touched on this at the beginning. But 2 questions: 1, if you're looking at just what you think the portfolio mark-to-market is today, what would you say that is? And then second, thinking about bumps and escalators, what is the average in place for the overall portfolio? And then if we're looking at the leases that were signed in 2021, are they at a similar level or a different level?

I'll let Bill answer the second part of the question first.

Hey, Mike. The average escalator in the portfolio today is still around 2.4. New and renewal leases We're signing new leases around that 3% mark and renewals anywhere from 2.5% to 3%. So consistent of what we've seen this whole year.

Great.

And the first part of the question, remind me what that was?

Mark-to-market.

Yeah. We're still obviously, given the backdrop of -- across the whole country is obviously varying by-market. Very fast rent growth relative to long term norms. It's highly likely that our -- and we believe our portfolio is under market. We don't have a specific number of how far in the market, but reflecting the rent spreads that we're achieving, we certainly know that our portfolio in total is under market.

Got it. That was it. Thank you.

Thanks, Mike.

Thank you. We have no further questions at this time. Mr. Butcher, I would like to turn the floor back over to you for closing comments.

Thank you very much to the participants and to the operator. Another good quarter that the team here is executing extremely well, continues to execute in a primarily virtual environment. We have a huge opportunity set in front of us and we look forward to continuing to deliver good returns to our shareholders. Thank you for your time this morning.

Ladies and gentlemen, this does conclude today's teleconference, you may disconnect your lines at this time. Thank you for your participation and have a wonderful day.