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 of 1995. Forward-looking statements address matters that 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, and 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. Tenants 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 a limiting factor in these growth 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 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 peer average and ranked second of the 10 industrial real estate companies scored by GRESB. We look forward to releasing our annual corporate sustainability report in the coming weeks which will provide a comprehensive view into how we are addressing and accomplishing our ESG initiatives. The demand for industrial real estate seen through our portfolio operating metrics and heard through our tenant survey is also reflected in the asset transaction market. Yesterday, we closed on the sale of a building located in Taunton, Massachusetts, which is approximately 40 miles south of Boston. Acquired vacant in 2019, our investment strategy included repositioning the 350,000-square-foot building to optimize its appeal as a warehouse facility. A short-term lease was signed with a large private company as we initiated the permitting process. Shortly thereafter, we entered negotiations with the large e-commerce tenant to fully lease the facility on a long-term basis. This e-commerce tenant identified the facility as a primary location to service same-day delivery to the greater Boston area, also known as last-mile delivery—an example of the common misperception of the widely used term "last mile." After executing a long-term lease to this tenant, we were approached by multiple interested buyers. We ultimately sold the building for gross proceeds of $78 million, representing a 48% levered IRR for our three-year hold period. Proceeds of this sale will be redeployed accretively into our opportunity set. A 150% nominal gain over our all-in cost basis was a great result for STAG. This sale was consistent with our practice of selling assets that are worth more to others than they are to us. For that, I'll turn it over to Bill to discuss our third quarter operational results.

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 is reflected in 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 for 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 nine 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 submarket. 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 letters 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 and underwrite individual assets, allowing us to deploy our relative value investment strategy nationwide while avoiding the auction-like pricing of larger transactions. This is reflected in our pipeline of $3.7 billion today. Dispositions for the quarter totaled $39.4 million. As highlighted by Ben, subsequent to quarter-end, we sold our Taunton, Massachusetts facility for $78 million, realizing a 3.1% cash cap rate on the sale. During the quarter, we commenced 22 leases totaling 3.7 million square feet which generated cash and straight-line leasing spreads of 8% and 14.7%, respectively. Retention was 55.7% for the quarter and 76.2% year-to-date. The broad-based demand for our assets is robust and has resulted in numerous instances of available space being backfilled immediately with minimal to no downtime. When adjusted for immediate backfills retention was 77.7% for the third quarter and 89.8% for the year. Cash same-store NOI grew 2.9% for the quarter and 3.4% year-to-date. This metric continues to be a high watermark for STAG, driven by strong rental escalators, cash leasing spreads, and lower average downtime per vacancy. Moving to capital markets activity, we raised gross proceeds of $127.5 million through our ATM program at a weighted average share price of $39.59 in the third quarter. In addition to the equity raised for the ATM program, on September 29th, we fully settled all outstanding forward equity contracts and received $182.2 million in proceeds. On September 28th, we funded our previously announced private placement notes. The 10-year and 12-year notes totaled $325 million and bear a weighted average interest rate of 2.82%. On October 26th, we refinanced our $750 million unsecured revolving credit facility. The revolver matures in October 2025, with two 6-month extension options. The facility bears an interest rate of LIBOR plus a spread of 77.5 basis points, based on the Company's current leverage level and debt rating, a reduction in pricing of 12.5 basis points. In addition, the Company refinanced a $150 million unsecured term loan, which was previously set to mature in March 2022. The term loan now matures March 2027 and is fully swapped with an all-in interest rate of 2.15%. Finally, the Company improved pricing on $675 million of term loan debt—specifically term loans E, F, and G. The term loans now bear a current interest rate of LIBOR plus a spread of 85 basis points, a reduction in pricing of 50 basis points with no change to maturities. Our guidance is included on page 21 of our supplemental reporting package. Changes to our guidance are as follows: With approximately $758 million acquired plus assets on our closing schedule, our acquisition volume expectation for the year has been increased to a range of $1.1 billion to $1.2 billion, an increase to the low end of the range of $100 million. In conjunction with the update to acquisition volume, we revised our stabilized cash cap rate guidance to a range of 5.25% to 5.5%, a decrease of the high end of the range by 25 basis points. As a result of the Taunton, Massachusetts disposition, our disposition volume expectations for the year have been increased to a range of $150 million to $200 million, an increase to the low end of the range of $50 million. The expected level of G&A for the year has been adjusted to a range of $45 to $46 million, a decrease at the high end by $1 million. Note that this range excludes nonrecurring cash expenses related to the adoption of the retirement plan during 2021 and severance charges incurred in Q3 of 2021. Finally, we have updated our guidance related to core FFO per diluted share to a range of $2.04 to $2.06. This is an increase equal to $0.02 at the midpoint, representing 8.5% accretion over the prior year. I will now turn it back over to Ben.

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-placed 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 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 an academic answer than an asset-by-asset evaluation. I think that shows up in the rent spreads, which we expect to run in the high single-digits. So nothing specific in terms of an answer, but again, 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 and cost of living adjustments, but run rate from Q3 to Q4, 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 thousand from Q3 to Q4.

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 minimum as compared to the size of the portfolio again.

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

Okay. And last question, two 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, is the same. We're looking at the projected downtime, capital costs, etc., and the rental achievement once leased in evaluating our returns going forward. And again, these assets fell vacant, but by our projections still meet our return thresholds.

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

Okay. Great. 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 are better, so that the future cash flows justify, given our return requirements, 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—are you still able to achieve your 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 and underwrite, but to buy the $1 billion to $2 billion 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. 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 plays?

So what we're looking to sell today is what we've always been looking to sell, which is assets in our portfolio that others think are worth more than we think they're worth. So the Taunton asset obviously was a prime example of that. It was not an asset that we were just going to keep if someone else was willing to pay significantly more than we thought it was worth to us on our portfolio. As we evaluate our portfolio, there are other assets that will pop up or be evaluated by our staff as potential candidates to sell. That's included in our projected disposition total of $100 million to $200 million for this year, and we expect—we have not issued guidance for next year—but it's reasonable to expect more dispositions. For covered land plays, we look at them the same way we look at a tenanted building. What are the prospects for that property—whether it's a tear down and rebuild, an expansion, an improvement to the existing structure, or an improvement in tenancy—those things can be evaluated on the basis of their cash flow going forward. 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 Fargo. 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 require us 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 improve our cost of capital. Certainly on the equity side, we hope to improve going forward. I think the other side of the equation is that 30% of our capital structure 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 our forward projections of the cost of debt during our whole planning period. We believe we are well-centered on 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. When paid directly by the tenant, they don't show up on our P&L. 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 will stick around or should we expect it to normalize closer to, I guess, the 70% mark?

When we talk about expansions it's tenants that feel they need more space, not necessarily looking to expand within the same building. That can be through consolidation or other changes. I think that still remains one of the principal reasons why tenants vacate buildings. I don't have any specific color beyond that.

And in this situation, Blaine, we mentioned it in the prepared remarks. Retention was 55.7% but when adjusting for immediate backfills, it was 77.7%. Those immediate backfill situations were instances where we were able to push rent a little bit more. For those immediate backfill tenants, we were able to roll up low double-digit rent on our replacement rents.

But again, the reason for the original tenant departing may be, as Bill said, rent sticker shock or, as is typical in the normal course of business, they're looking for more space. 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, Ben.

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. Is that correct? And should we expect it to stay at this level, given all the competition that we're seeing in the industrial space?

I think there were a few things going on. So this past quarter we were a little better than 12%, which is say two-thirds of our pre-COVID hit rate. Earlier in the year, we'd been running sub-10%. There are a variety of factors. 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 increased, which by nature has a lower hit rate—the seller hasn't decided to sell at the time we approach them. So there's a number of factors that go into it. I think you're right though, 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.

Okay. And then, Bill, earlier you mentioned the competition for those larger assets. Does the size of the asset matter to garner that increased competition depending on the market or region? Or is it fairly uniform that these new investors coming into the space just are trying to buy larger portfolios or larger single assets just to deploy capital?

I mean, it's not 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 larger deal sizes—$40 million plus—just garner a much lower cap rate in this environment.

And then can you quantify the difference between the cap rates for those larger versus the smaller transactions? Is there an easy way to do that?

It's a continuum. The $40 million deal attracts a certain amount of capital, the $400 million deal attracts a different set of capital, and the $4 billion deal attracts even more. Some of our passive sources of capital or income-oriented sources typically drive lower cap rates. I wouldn't say there's a simple algorithm to assess the differential because when some of these passive sources of capital show up, it's going to drive cap rates down.

Okay. And last one for me: what percentage of the assets that you typically acquire are below $40 million?

I don't have the exact percentage on hand. You can look at our earnings releases and supplementals to figure that out, but it's a very high percentage. 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 into 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? How much higher are the estimated stabilized cap rates for vacant buildings compared to something similar that's fully leased?

Vince, the vacant ones effectively have higher underwriting risk. If you're asking for a ballpark, it's probably 25 basis points or maybe a little bit more, but it obviously depends on the velocity of the market and how fast it's going to be leased or projected to be leased. But 25 basis points 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 are six months, some are up to nine, 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 point. A couple of examples: one of the deals we acquired this quarter we were underwriting nine months and we already have a lease in hand for one of the buildings. Also, the Taunton facility that we just sold 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 zero or negative downtime because the short-term lease covered activity. We're seeing downtimes running shorter than our underwritten downtimes on a general basis. We have a number of times where an asset is 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.

That makes sense. 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 we buy where we find returns. Half the market is focused on cash flow, and the introduction of more income-oriented capital might mean that you can find better returns in value-add. But it's a pendulum that swings back and forth and not a huge arc. We're continuing to look for the best returns for our shareholders, and it may be in value-add or it may be in income. We go where the opportunities deliver the best underwriting.

But you're not putting any guide rails in terms of maxes or 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. We're looking across many different markets which have different realities between cash flow and value-add. 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-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, 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 is yes. In some markets you have persistently very low vacancy which is the driver for tenants trying to secure space in advance. I don't think you'll see the kind of pre-leasing activity you saw in some other sectors where people leased way in advance of need, but in markets with extremely low vacancy you'll see tenants trying to get ahead of need.

No. Not 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.

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

Yeah. Hi. I get on the call a little late, so I apologize if you touched on this at the beginning. But two questions: one, 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?

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 with what we've seen this whole year.

And on the mark-to-market question, given the backdrop across the country and very fast rent growth relative to long-term norms, it's highly likely that our portfolio is under market. We don't have a specific single number for how far under market we are, 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.

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; the team here is executing extremely well and 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.