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Maryland
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27-3099608
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.)
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One Federal Street, 23rd Floor
Boston, Massachusetts
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02110
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Class
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Outstanding at April 29, 2016
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Common Stock ($0.01 par value)
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68,186,375
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9.0 % Series A Cumulative Redeemable Preferred Stock ($0.01 par value)
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2,760,000
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6.625 % Series B Cumulative Redeemable Preferred Stock ($0.01 par value)
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2,800,000
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6.875 % Series C Cumulative Redeemable Preferred Stock ($0.01 par value)
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3,000,000
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March 31, 2016
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December 31, 2015
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||||
Assets
|
|
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||||
Rental Property:
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||||
Land
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$
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229,288
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$
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228,919
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Buildings and improvements, net of accumulated depreciation of $160,820 and $150,395, respectively
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1,328,602
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1,332,298
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Deferred leasing intangibles, net of accumulated amortization of $209,898 and $200,758, respectively
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263,867
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276,272
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Total rental property, net
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1,821,757
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1,837,489
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Cash and cash equivalents
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15,469
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12,011
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Restricted cash
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8,403
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8,395
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Tenant accounts receivable, net
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22,425
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21,478
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Prepaid expenses and other assets
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26,896
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23,888
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Interest rate swaps
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—
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1,867
|
|
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Assets held for sale, net
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2,996
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|
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—
|
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Total assets
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$
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1,897,946
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$
|
1,905,128
|
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Liabilities and Equity
|
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||||
Liabilities:
|
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||||
Unsecured credit facility
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$
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6,000
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$
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56,000
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Unsecured term loans
|
299,779
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299,769
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Unsecured notes
|
399,384
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399,366
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Mortgage notes
|
214,727
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|
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230,937
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|
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Accounts payable, accrued expenses and other liabilities
|
28,139
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25,662
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|
||
Interest rate swaps
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13,732
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3,766
|
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Tenant prepaid rent and security deposits
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13,318
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14,628
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Dividends and distributions payable
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8,527
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8,234
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Deferred leasing intangibles, net of accumulated amortization of $8,514 and $8,536, respectively
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10,830
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11,387
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Total liabilities
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994,436
|
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1,049,749
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Commitments and contingencies (Note 10)
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||||
Equity:
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||||
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
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||||
Series A, 2,760,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2016 and December 31, 2015
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69,000
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69,000
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Series B, 2,800,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2016 and December 31, 2015
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70,000
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70,000
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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
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75,000
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—
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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
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681
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|
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Additional paid-in capital
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1,016,764
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1,017,394
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Common stock dividends in excess of earnings
|
(349,881
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)
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(334,623
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)
|
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Accumulated other comprehensive loss
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(13,567
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)
|
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(2,350
|
)
|
||
Total stockholders’ equity
|
867,998
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820,102
|
|
||
Noncontrolling interest
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35,512
|
|
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35,277
|
|
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Total equity
|
903,510
|
|
|
855,379
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|
||
Total liabilities and equity
|
$
|
1,897,946
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$
|
1,905,128
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|
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Three months ended March 31,
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||||||
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2016
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2015
|
||||
Revenue
|
|
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Rental income
|
$
|
51,349
|
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$
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43,249
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Tenant recoveries
|
9,442
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7,587
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Other income
|
81
|
|
|
153
|
|
||
Total revenue
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60,872
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50,989
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Expenses
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Property
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12,655
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10,246
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General and administrative
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11,019
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7,530
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Property acquisition costs
|
552
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318
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|
||
Depreciation and amortization
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30,280
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26,129
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Other expenses
|
260
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|
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186
|
|
||
Total expenses
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54,766
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44,409
|
|
||
Other income (expense)
|
|
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|
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|
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Interest income
|
3
|
|
|
3
|
|
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Interest expense
|
(10,847
|
)
|
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(8,010
|
)
|
||
Loss on extinguishment of debt
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(1,134
|
)
|
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—
|
|
||
Gain on the sales of rental property
|
17,673
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|
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—
|
|
||
Total other income (expense)
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5,695
|
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(8,007
|
)
|
||
Net income (loss) from continuing operations
|
$
|
11,801
|
|
|
$
|
(1,427
|
)
|
Net income (loss)
|
$
|
11,801
|
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|
$
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(1,427
|
)
|
Less: income (loss) attributable to noncontrolling interest after preferred stock dividends
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455
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(198
|
)
|
||
Net income (loss) attributable to STAG Industrial, Inc.
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$
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11,346
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$
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(1,229
|
)
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Less: preferred stock dividends
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2,912
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|
|
2,712
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|
||
Less: amount allocated to participating securities
|
100
|
|
|
101
|
|
||
Net income (loss) attributable to common stockholders
|
$
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8,334
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$
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(4,042
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)
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Weighted average common shares outstanding — basic
|
67,889,217
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64,286,213
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|
||
Weighted average common shares outstanding — diluted
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67,964,559
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64,286,213
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||
Income (loss) per share — basic and diluted
|
|
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|
||
Income (loss) from continuing operations attributable to common stockholders - basic
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$
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0.12
|
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|
$
|
(0.06
|
)
|
Income (loss) from continuing operations attributable to common stockholders - diluted
|
$
|
0.12
|
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|
$
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(0.06
|
)
|
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Three months ended March 31,
|
||||||
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2016
|
|
2015
|
||||
Net income (loss)
|
$
|
11,801
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$
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(1,427
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Loss on interest rate swaps
|
(11,823
|
)
|
|
(4,005
|
)
|
||
Other comprehensive loss
|
(11,823
|
)
|
|
(4,005
|
)
|
||
Comprehensive loss
|
(22
|
)
|
|
(5,432
|
)
|
||
Net (income) loss attributable to noncontrolling interest after preferred stock dividends
|
(455
|
)
|
|
198
|
|
||
Other comprehensive loss attributable to noncontrolling interest
|
606
|
|
|
192
|
|
||
Comprehensive income (loss) attributable to STAG Industrial, Inc.
|
$
|
129
|
|
|
$
|
(5,042
|
)
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Common Stock Dividends in excess of Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest - Unit holders in Operating Partnership
|
|
Total Equity
|
|||||||||||||||||||
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Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Three Months Ended March 31, 2016
|
|
|
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|
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|
|
|
|
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|
|||||||||||||||||
Balance, December 31, 2015
|
$
|
139,000
|
|
|
68,077,333
|
|
|
$
|
681
|
|
|
$
|
1,017,394
|
|
|
$
|
(334,623
|
)
|
|
$
|
(2,350
|
)
|
|
$
|
820,102
|
|
|
$
|
35,277
|
|
|
$
|
855,379
|
|
Proceeds from sale of series C preferred stock
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
75,000
|
|
||||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,590
|
)
|
|
—
|
|
|
—
|
|
|
(2,590
|
)
|
|
—
|
|
|
(2,590
|
)
|
||||||||
Issuance of restricted stock, net
|
—
|
|
|
100,737
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock
|
—
|
|
|
4,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends and distributions, net
|
(2,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,692
|
)
|
|
—
|
|
|
(26,604
|
)
|
|
(1,284
|
)
|
|
(27,888
|
)
|
||||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
2,790
|
|
|
3,631
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,120
|
|
|
—
|
|
|
—
|
|
|
1,120
|
|
|
(1,120
|
)
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,217
|
)
|
|
(11,217
|
)
|
|
(606
|
)
|
|
(11,823
|
)
|
||||||||
Net income
|
2,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,434
|
|
|
—
|
|
|
11,346
|
|
|
455
|
|
|
11,801
|
|
||||||||
Balance, March 31, 2016
|
$
|
214,000
|
|
|
68,182,802
|
|
|
$
|
682
|
|
|
$
|
1,016,764
|
|
|
$
|
(349,881
|
)
|
|
$
|
(13,567
|
)
|
|
$
|
867,998
|
|
|
$
|
35,512
|
|
|
$
|
903,510
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2014
|
$
|
139,000
|
|
|
64,434,852
|
|
|
$
|
644
|
|
|
$
|
928,242
|
|
|
$
|
(203,241
|
)
|
|
$
|
(489
|
)
|
|
$
|
864,156
|
|
|
$
|
27,368
|
|
|
$
|
891,524
|
|
Proceeds from sale of common stock
|
—
|
|
|
417,115
|
|
|
4
|
|
|
10,129
|
|
|
—
|
|
|
—
|
|
|
10,133
|
|
|
—
|
|
|
10,133
|
|
||||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
(202
|
)
|
||||||||
Issuance of restricted stock, net
|
—
|
|
|
92,119
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock
|
—
|
|
|
3,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends and distributions, net
|
(2,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,824
|
)
|
|
—
|
|
|
(24,536
|
)
|
|
(1,120
|
)
|
|
(25,656
|
)
|
||||||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
710
|
|
|
1,137
|
|
|
1,847
|
|
||||||||
Redemption of common units for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
||||||||
Issuance of units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,902
|
|
|
21,902
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
10,589
|
|
|
—
|
|
|
—
|
|
|
10,589
|
|
|
(10,589
|
)
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,813
|
)
|
|
(3,813
|
)
|
|
(192
|
)
|
|
(4,005
|
)
|
||||||||
Net loss
|
2,712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,941
|
)
|
|
—
|
|
|
(1,229
|
)
|
|
(198
|
)
|
|
(1,427
|
)
|
||||||||
Balance, March 31, 2015
|
$
|
139,000
|
|
|
64,947,384
|
|
|
$
|
649
|
|
|
$
|
949,467
|
|
|
$
|
(229,006
|
)
|
|
$
|
(4,302
|
)
|
|
$
|
855,808
|
|
|
$
|
38,244
|
|
|
$
|
894,052
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
11,801
|
|
|
$
|
(1,427
|
)
|
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
30,280
|
|
|
26,129
|
|
||
Non-cash portion of interest expense
|
379
|
|
|
299
|
|
||
Intangible amortization in rental income, net
|
1,666
|
|
|
2,065
|
|
||
Straight-line rent adjustments, net
|
(424
|
)
|
|
(1,293
|
)
|
||
Dividends on forfeited equity compensation
|
2
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
||
Gain on sales of rental property
|
(17,673
|
)
|
|
—
|
|
||
Non-cash compensation expense
|
3,605
|
|
|
1,847
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Tenant accounts receivable, net
|
(461
|
)
|
|
(468
|
)
|
||
Restricted cash
|
(46
|
)
|
|
(162
|
)
|
||
Prepaid expenses and other assets
|
(4,280
|
)
|
|
(3,096
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
519
|
|
|
(2,242
|
)
|
||
Tenant prepaid rent and security deposits
|
(1,285
|
)
|
|
164
|
|
||
Total adjustments
|
12,286
|
|
|
23,243
|
|
||
Net cash provided by operating activities
|
24,087
|
|
|
21,816
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of land and buildings and improvements
|
(21,256
|
)
|
|
(48,621
|
)
|
||
Additions of land and building and improvements
|
(3,668
|
)
|
|
(2,644
|
)
|
||
Proceeds from sales of rental property, net
|
31,890
|
|
|
—
|
|
||
Restricted cash
|
38
|
|
|
(165
|
)
|
||
Acquisition deposits, net
|
167
|
|
|
(480
|
)
|
||
Acquisitions of deferred leasing intangibles
|
(6,571
|
)
|
|
(14,795
|
)
|
||
Net cash provided by (used in) investing activities
|
600
|
|
|
(66,705
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from sale of series C preferred stock
|
75,000
|
|
|
—
|
|
||
Redemption of common units for cash
|
—
|
|
|
(64
|
)
|
||
Proceeds from unsecured credit facility
|
54,000
|
|
|
62,000
|
|
||
Repayment of unsecured credit facility
|
(104,000
|
)
|
|
(120,000
|
)
|
||
Proceeds from unsecured notes
|
—
|
|
|
120,000
|
|
||
Repayment of mortgage notes
|
(16,128
|
)
|
|
(12,942
|
)
|
||
Payment of loan fees and costs
|
(57
|
)
|
|
(930
|
)
|
||
Dividends and distributions
|
(27,597
|
)
|
|
(25,314
|
)
|
||
Proceeds from sales of common stock
|
—
|
|
|
10,133
|
|
||
Offering costs
|
(2,447
|
)
|
|
(184
|
)
|
||
Net cash provided by (used in) financing activities
|
(21,229
|
)
|
|
32,699
|
|
||
Increase (decrease) in cash and cash equivalents
|
3,458
|
|
|
(12,190
|
)
|
||
Cash and cash equivalents—beginning of period
|
12,011
|
|
|
23,878
|
|
||
Cash and cash equivalents—end of period
|
$
|
15,469
|
|
|
$
|
11,688
|
|
Supplemental disclosure:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
8,721
|
|
|
$
|
6,990
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Issuance of units for acquisitions of land and building and improvements and deferred leasing intangibles
|
$
|
—
|
|
|
$
|
21,902
|
|
Acquisitions of land and buildings and improvements
|
$
|
(39
|
)
|
|
$
|
(25,936
|
)
|
Acquisitions of deferred leasing intangibles
|
$
|
(16
|
)
|
|
$
|
(7,731
|
)
|
Change in additions of land and building and improvements included in accounts payable, accrued expenses, and other liabilities
|
$
|
(1,761
|
)
|
|
$
|
1,747
|
|
Additions to building and improvements from non-cash compensation expense
|
$
|
(9
|
)
|
|
$
|
—
|
|
Assumption of mortgage note
|
$
|
—
|
|
|
$
|
11,765
|
|
Change in loan fees and costs and offering costs included in accounts payable, accrued expenses, and other liabilities
|
$
|
(80
|
)
|
|
$
|
(22
|
)
|
Dividends and distributions declared but not paid
|
$
|
8,527
|
|
|
$
|
7,696
|
|
Rental property (in thousands)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
229,288
|
|
|
$
|
228,919
|
|
Buildings, net of accumulated depreciation of $110,783 and $104,297, respectivel
y
|
|
1,227,133
|
|
|
1,232,360
|
|
||
Tenant improvements, net of accumulated depreciation of $27,262 and $26,283, respectively
|
|
21,902
|
|
|
23,586
|
|
||
Building and land improvements, net of accumulated depreciation of $22,775 and $19,815, respectivel
y
|
|
74,635
|
|
|
74,694
|
|
||
Construction in progress
|
|
4,932
|
|
|
1,658
|
|
||
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
|
|
Location of property
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
(in thousands)
|
||||
Biddeford, ME
|
|
265,126
|
|
|
2
|
|
|
$
|
12,452
|
|
Fairfield, OH
|
|
206,448
|
|
|
1
|
|
|
5,330
|
|
|
Mascot, TN
|
|
130,560
|
|
|
1
|
|
|
4,500
|
|
|
Erlanger, KY
|
|
108,620
|
|
|
1
|
|
|
5,600
|
|
|
Three months ended March 31, 2016
|
|
710,754
|
|
|
5
|
|
|
$
|
27,882
|
|
Acquired assets and liabilities
|
|
Purchase price (in thousands)
|
|
Weighted average amortization period (years) of intangibles at acquisition
|
||
Land
|
|
$
|
3,236
|
|
|
N/A
|
Buildings
|
|
15,879
|
|
|
N/A
|
|
Tenant improvements
|
|
138
|
|
|
N/A
|
|
Building and land improvements
|
|
2,042
|
|
|
N/A
|
|
Deferred leasing intangibles - In-place leases
|
|
3,990
|
|
|
4.5
|
|
Deferred leasing intangibles - Tenant relationships
|
|
2,541
|
|
|
7.4
|
|
Deferred leasing intangibles - Above market leases
|
|
245
|
|
|
3.9
|
|
Deferred leasing intangibles - Below market leases
|
|
(189
|
)
|
|
5.2
|
|
Total purchase price
|
|
$
|
27,882
|
|
|
|
Results of operations (in thousands)
|
|
Three months ended March 31, 2016
|
||
Revenue
|
|
$
|
127
|
|
Property acquisition costs
|
|
$
|
521
|
|
Net income
|
|
$
|
576
|
|
Pro Forma (in thousands)
(1)
|
|
Three months ended March 31, 2016
|
|
||
Total revenue
|
|
$
|
61,309
|
|
|
Net income
|
|
$
|
12,954
|
|
(2)
|
Net income attributable to common stockholders
|
|
$
|
9,428
|
|
|
Pro Forma (in thousands)
(3)
|
|
Three months ended March 31, 2015
|
|
||
Total revenue
|
|
$
|
53,112
|
|
|
Net loss
|
|
$
|
2,300
|
|
(2)
|
Net loss attributable to common stockholders
|
|
$
|
4,873
|
|
|
(1)
|
The unaudited pro forma information for the
three
months ended
March 31, 2016
is presented as if the properties acquired during the
three
months ended
March 31, 2016
had occurred at January 1, 2015, the beginning of the reporting period prior to acquisition.
|
(2)
|
The net income for the
three
months ended
March 31, 2016
excludes approximately
$0.5 million
of property acquisition costs related to the acquisition of buildings that closed during the
three
months ended
March 31, 2016
, and the net loss for the
three
months ended
March 31, 2015
was adjusted to include these acquisition costs. Net loss for the
three
months ended
March 31, 2015
excludes approximately
$0.2 million
of property acquisition costs related to the acquisition of buildings that closed during the
three
months ended
March 31, 2015
.
|
(3)
|
The unaudited pro forma information for the
three
months ended
March 31, 2015
is presented as if the properties acquired during the
three
months ended
March 31, 2016
and the properties acquired during the
three
months ended
March 31, 2015
had occurred at January 1, 2015 and January 1, 2014, respectively, the beginning of the reporting period prior to acquisition.
|
Location of property
|
|
Square Feet
|
|
Buildings
|
|
Carrying Value
|
|
Sales Price
|
|
Net Proceeds
|
|
Gain on Sale
|
||||||||||
Wichita, KS
(1)
|
|
44,760
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Gresham, OR
(2)
|
|
420,690
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Canton, OH
(3)
|
|
398,000
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Orangeburg, SC
(4)
|
|
319,000
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Three months ended March 31, 2016
|
|
1,182,450
|
|
|
4
|
|
|
$
|
14,217
|
|
|
$
|
32,800
|
|
|
$
|
31,890
|
|
|
$
|
17,673
|
|
(1)
|
The building contributed approximately
$0
and
$0
to total revenue and approximately
$34,000
(exclusive of the gain on sale of rental property and loss on extinguishment of debt) and
$26,000
of net loss to the net income (loss) of the Company during the
three
months ended
March 31, 2016
and
March 31, 2015
, respectively.
|
(2)
|
The building contributed approximately
$0.3 million
and
$0.4 million
to total revenue and approximately
($8,000)
(exclusive of the gain on sale of rental property and loss on extinguishment of debt) and
$39,000
to net income (loss) of the Company during the
three
months ended
March 31, 2016
and
March 31, 2015
, respectively.
|
(3)
|
The building contributed approximately
$0.3 million
and
$0.5 million
to total revenue and approximately
$0.1 million
(exclusive of the gain on the sale of rental property) and
($17,000)
to net income (loss) of the Company during the
three
months ended
March 31, 2016
and
March 31, 2015
, respectively.
|
(4)
|
The building contributed approximately
$0.2 million
and
$0.3 million
to total revenue and approximately
$0.2 million
(exclusive of the gain on sale of rental property) and
$0.1 million
to net income (loss) of the Company during the
three
months ended
March 31, 2016
and
March 31, 2015
, respectively.
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
Deferred Leasing Intangibles (in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Above market leases
|
|
$
|
68,850
|
|
|
$
|
(32,879
|
)
|
|
$
|
35,971
|
|
|
$
|
69,815
|
|
|
$
|
(31,554
|
)
|
|
$
|
38,261
|
|
Other intangible lease assets
|
|
404,915
|
|
|
(177,019
|
)
|
|
227,896
|
|
|
407,215
|
|
|
(169,204
|
)
|
|
238,011
|
|
||||||
Total deferred leasing intangible assets
|
|
$
|
473,765
|
|
|
$
|
(209,898
|
)
|
|
$
|
263,867
|
|
|
$
|
477,030
|
|
|
$
|
(200,758
|
)
|
|
$
|
276,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below market leases
|
|
$
|
19,344
|
|
|
$
|
(8,514
|
)
|
|
$
|
10,830
|
|
|
$
|
19,923
|
|
|
$
|
(8,536
|
)
|
|
$
|
11,387
|
|
Total deferred leasing intangible liabilities
|
|
$
|
19,344
|
|
|
$
|
(8,514
|
)
|
|
$
|
10,830
|
|
|
$
|
19,923
|
|
|
$
|
(8,536
|
)
|
|
$
|
11,387
|
|
|
|
Three months ended March 31,
|
||||||
Deferred Leasing Intangibles Amortization (in thousands)
|
|
2016
|
|
2015
|
||||
Net decrease to rental revenue related to above and below market lease amortization
|
|
$
|
1,666
|
|
|
$
|
2,064
|
|
Amortization expense related to other intangible lease assets
|
|
$
|
15,913
|
|
|
$
|
14,275
|
|
Year
|
|
Amortization Expense Related to Other Intangible Lease Assets (in thousands)
|
|
Net Decrease to Rental Revenue Related to Above and Below Market Lease Amortization (in thousands)
|
||||
Remainder of 2016
|
|
$
|
44,659
|
|
|
$
|
4,695
|
|
2017
|
|
$
|
50,687
|
|
|
$
|
4,796
|
|
2018
|
|
$
|
40,003
|
|
|
$
|
3,557
|
|
2019
|
|
$
|
29,529
|
|
|
$
|
3,242
|
|
2020
|
|
$
|
22,463
|
|
|
$
|
3,078
|
|
Loan
|
|
Principal outstanding as of March 31, 2016 (in thousands)
|
|
Principal outstanding as of December 31, 2015 (in thousands)
|
|
Interest
Rate (1) |
|
Current Maturity
|
|
Prepayment Terms
(2)
|
|||||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Credit Facility
(3)
|
|
$
|
6,000
|
|
|
$
|
56,000
|
|
|
L + 1.20%
|
|
|
Dec-18-2019
|
|
i
|
Total unsecured credit facility
|
|
6,000
|
|
|
56,000
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Term Loan C
(4)
|
|
—
|
|
|
—
|
|
|
L + 1.35%
|
|
|
Sep-29-2020
|
|
i
|
||
Unsecured Term Loan B
|
|
150,000
|
|
|
150,000
|
|
|
L + 1.75%
|
|
|
Mar-21-2021
|
|
ii
|
||
Unsecured Term Loan A
|
|
150,000
|
|
|
150,000
|
|
|
L + 1.80%
|
|
|
Mar-31-2022
|
|
ii
|
||
Total unsecured term loans
|
|
300,000
|
|
|
300,000
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized debt issuance costs
|
|
221
|
|
|
231
|
|
|
|
|
|
|
|
|
||
Total carrying value unsecured term loans
|
|
299,779
|
|
|
299,769
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Series F Unsecured Notes
|
|
100,000
|
|
|
100,000
|
|
|
3.98
|
%
|
|
Jan-05-2023
|
|
ii
|
||
Series A Unsecured Notes
|
|
50,000
|
|
|
50,000
|
|
|
4.98
|
%
|
|
Oct-1-2024
|
|
ii
|
||
Series D Unsecured Notes
|
|
100,000
|
|
|
100,000
|
|
|
4.32
|
%
|
|
Feb-20-2025
|
|
ii
|
||
Series B Unsecured Notes
|
|
50,000
|
|
|
50,000
|
|
|
4.98
|
%
|
|
Jul-1-2026
|
|
ii
|
||
Series C Unsecured Notes
|
|
80,000
|
|
|
80,000
|
|
|
4.42
|
%
|
|
Dec-30-2026
|
|
ii
|
||
Series E Unsecured Notes
|
|
20,000
|
|
|
20,000
|
|
|
4.42
|
%
|
|
Feb-20-2027
|
|
ii
|
||
Total unsecured notes
|
|
400,000
|
|
|
400,000
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized debt issuance costs
|
|
616
|
|
|
634
|
|
|
|
|
|
|
|
|
||
Total carrying value unsecured notes
|
|
399,384
|
|
|
399,366
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Sun Life Assurance Company of Canada (U.S.)
|
|
—
|
|
|
3,229
|
|
|
6.05
|
%
|
|
Jun-1-2016
|
|
iii
|
||
Webster Bank, National Association
|
|
5,471
|
|
|
5,513
|
|
|
4.22
|
%
|
|
Aug-4-2016
|
|
iii
|
||
National Life Insurance Company
|
|
4,732
|
|
|
4,775
|
|
|
5.75
|
%
|
|
Aug-10-2016
|
|
iii
|
||
Union Fidelity Life Insurance Co.
|
|
5,663
|
|
|
5,754
|
|
|
5.81
|
%
|
|
Apr-30-2017
|
|
iv
|
||
Principal Life Insurance Company
|
|
5,632
|
|
|
5,676
|
|
|
5.73
|
%
|
|
May-05-2017
|
|
iii
|
||
Webster Bank, National Association
|
|
2,923
|
|
|
2,945
|
|
|
3.66
|
%
|
|
May-29-2017
|
|
iii
|
||
Webster Bank, National Association
|
|
3,148
|
|
|
3,172
|
|
|
3.64
|
%
|
|
May-31-2017
|
|
iii
|
||
Wells Fargo, National Association
|
|
4,097
|
|
|
4,115
|
|
|
5.90
|
%
|
|
Aug-1-2017
|
|
v
|
||
Connecticut General Life Insurance Company-1 Facility
|
|
56,942
|
|
|
57,171
|
|
|
6.50
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Connecticut General Life Insurance Company-2 Facility
|
|
47,345
|
|
|
58,085
|
|
|
5.75
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Connecticut General Life Insurance Company-3 Facility
|
|
16,338
|
|
|
16,401
|
|
|
5.88
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Wells Fargo Bank, National Association CMBS Loan
|
|
62,315
|
|
|
63,897
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
vii
|
||
Total mortgage notes
|
|
214,606
|
|
|
230,733
|
|
|
|
|
|
|
|
|
||
Add: Total unamortized fair market value premiums
|
|
325
|
|
|
447
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized debt issuance costs
|
|
204
|
|
|
243
|
|
|
|
|
|
|
|
|
||
Total carrying value mortgage notes
|
|
214,727
|
|
|
230,937
|
|
|
|
|
|
|
|
|
||
Total / weighted average interest rate
(5)
|
|
$
|
919,890
|
|
|
$
|
986,072
|
|
|
4.24
|
%
|
|
|
|
|
(1)
|
Current interest rate as of
March 31, 2016
. At
March 31, 2016
, the one-month LIBOR (“L”) was
0.43725%
. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or the unamortized fair market value premiums. The spread over the applicable rate for the Company's unsecured credit facility and unsecured term loans is based on the Company's consolidated leverage ratio, as defined in the respective loan agreements.
|
(2)
|
Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty
three
months prior to the maturity date; (iv) pre-payable without penalty
two
months prior to the maturity date; (v) pre-payable without penalty
three
months prior to the maturity date, however can be defeased; (vi) pre-payable without penalty
six
months prior to the maturity date; and (vii) pre-payable without penalty
three
months prior to the maturity date, however can be defeased beginning January 1, 2016.
|
(3)
|
The capacity of the unsecured credit facility is
$450.0 million
.
|
(4)
|
Capacity of
$150.0 million
, in which the Company has until September 29, 2016 to draw the full amount.
|
(5)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the current notional amount of
$300.0 million
of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or the unamortized fair market value premiums.
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Principal Outstanding
|
|
Fair Value
|
|
Principal Outstanding
|
|
Fair Value
|
||||||||
Unsecured credit facility
|
|
$
|
6,000
|
|
|
$
|
5,978
|
|
|
$
|
56,000
|
|
|
$
|
56,000
|
|
Unsecured term loans
|
|
300,000
|
|
|
304,923
|
|
|
300,000
|
|
|
303,457
|
|
||||
Unsecured notes
|
|
400,000
|
|
|
409,980
|
|
|
400,000
|
|
|
392,054
|
|
||||
Mortgage notes
|
|
214,606
|
|
|
220,597
|
|
|
230,733
|
|
|
237,327
|
|
||||
Total principal amount
|
|
920,606
|
|
|
$
|
941,478
|
|
|
986,733
|
|
|
$
|
988,838
|
|
||
Add: Total unamortized fair market value premiums
|
|
325
|
|
|
|
|
447
|
|
|
|
||||||
Less: Total unamortized debt issuance costs
|
|
1,041
|
|
|
|
|
1,108
|
|
|
|
||||||
Total carrying value
|
|
$
|
919,890
|
|
|
|
|
$
|
986,072
|
|
|
|
Interest Rate
Derivative Counterparty |
|
Trade Date
|
|
Effective Date
|
|
Notional Amount (in thousands)
|
|
Fair Value (in thousands)
|
|
Pay Fixed Interest Rate
|
|
Receive Variable Interest Rate
|
|
Maturity Date
|
|||||
PNC Bank, N.A.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Bank of America, N.A.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
UBS AG
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Royal Bank of Canada
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
RJ Capital Services, Inc.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(26
|
)
|
|
0.7975
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Bank of America, N.A.
|
|
Sep-20-2012
|
|
Oct-10-2012
|
|
$
|
25,000
|
|
|
$
|
(48
|
)
|
|
0.7525
|
%
|
|
One-month L
|
|
Sep-10-2017
|
RJ Capital Services, Inc.
|
|
Sep-24-2012
|
|
Oct-10-2012
|
|
$
|
25,000
|
|
|
$
|
(39
|
)
|
|
0.7270
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Regions Bank
|
|
Mar-01-2013
|
|
Mar-01-2013
|
|
$
|
25,000
|
|
|
$
|
(411
|
)
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
(1,480
|
)
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
(761
|
)
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(1,037
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
(329
|
)
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
(674
|
)
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
(475
|
)
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
(339
|
)
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
(205
|
)
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(809
|
)
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(805
|
)
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(3,346
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo Bank, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(944
|
)
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(359
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(756
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(789
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Balance Sheet Line Item (in thousands)
|
|
Notional Amount March 31, 2016
|
|
Fair Value March 31, 2016
|
|
Notional Amount December 31, 2015
|
|
Fair Value December 31, 2015
|
||||||||
Interest rate swaps-Asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
1,867
|
|
Interest rate swaps-Liability
|
|
$
|
675,000
|
|
|
$
|
(13,732
|
)
|
|
$
|
400,000
|
|
|
$
|
(3,766
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Amount of loss recognized in accumulated other comprehensive income (loss) on interest rate swaps (effective portion)
|
|
$
|
12,568
|
|
|
$
|
4,671
|
|
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion)
|
|
$
|
745
|
|
|
$
|
666
|
|
Amount of gain (loss) recognized in interest expense (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of
March 31, 2016 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value March 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(13,732
|
)
|
|
$
|
—
|
|
|
$
|
(13,732
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of
December 31, 2015 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
1,867
|
|
|
$
|
—
|
|
|
$
|
1,867
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(3,766
|
)
|
|
$
|
—
|
|
|
$
|
(3,766
|
)
|
|
$
|
—
|
|
Preferred Stock Issuances
|
|
Issuance Date
|
|
Number of Shares
|
|
Price and Liquidation Value per share
|
|
Interest Rate
|
||||
Series A Preferred Stock
|
|
November 2, 2011
|
|
2,760,000
|
|
|
$
|
25.00
|
|
|
9.000
|
%
|
Series B Preferred Stock
|
|
April 16, 2013
|
|
2,800,000
|
|
|
$
|
25.00
|
|
|
6.625
|
%
|
Series C Preferred Stock
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
Quarter Ended 2016
|
|
Declaration Date
|
|
Series A
Preferred Stock Per Share |
|
Series B
Preferred Stock Per Share |
|
Payment Date
|
||||
March 31
|
|
February 22, 2016
|
|
$
|
0.5625
|
|
|
$
|
0.4140625
|
|
|
March 31, 2016
|
Total
|
|
|
|
$
|
0.5625
|
|
|
$
|
0.4140625
|
|
|
|
Quarter Ended 2015
|
|
Declaration Date
|
|
Series A
Preferred Stock Per Share |
|
Series B
Preferred Stock Per Share |
|
Payment Date
|
||||
December 31
|
|
October 22, 2015
|
|
$
|
0.5625
|
|
|
$
|
0.4140625
|
|
|
December 31, 2015
|
September 30
|
|
July 21, 2015
|
|
0.5625
|
|
|
0.4140625
|
|
|
September 30, 2015
|
||
June 30
|
|
May 4, 2015
|
|
0.5625
|
|
|
0.4140625
|
|
|
June 30, 2015
|
||
March 31
|
|
February 20, 2015
|
|
0.5625
|
|
|
0.4140625
|
|
|
March 31, 2015
|
||
Total
|
|
|
|
$
|
2.2500
|
|
|
$
|
1.6562500
|
|
|
|
ATM Stock Offering Program (in thousands)
|
|
Date
|
|
Maximum Aggregate Offering Price
|
|
Aggregate Common Stock Available as of March 31, 2016
|
|
||||
2014 $200 million ATM
|
|
September 10, 2014
|
|
$
|
200,000
|
|
|
$
|
107,380
|
|
|
|
|
Year ended December 31, 2015
|
|||||||||||||||||
ATM Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Gross
Proceeds |
|
Sales
Agents’ Fee |
|
Net
Proceeds |
|||||||||
2014 $200 million ATM
|
|
2,661,403
|
|
|
$
|
21.63
|
|
|
$
|
57,571
|
|
|
$
|
864
|
|
|
$
|
56,707
|
|
2014 $150 million ATM
|
|
795,000
|
|
|
$
|
21.79
|
|
|
17,321
|
|
|
260
|
|
|
17,061
|
|
|||
Total/weighted average
|
|
3,456,403
|
|
|
$
|
21.67
|
|
|
$
|
74,892
|
|
|
$
|
1,124
|
|
|
$
|
73,768
|
|
Month Ended 2016
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
June 30
|
|
February 22, 2016
|
|
June 30, 2016
|
|
$
|
0.115833
|
|
|
July 15, 2016
|
May 31
|
|
February 22, 2016
|
|
May 31, 2016
|
|
0.115833
|
|
|
June 15, 2016
|
|
April 30
|
|
February 22, 2016
|
|
April 29, 2016
|
|
0.115833
|
|
|
May 16, 2016
|
|
March 31
|
|
October 22, 2015
|
|
March 31, 2016
|
|
0.115833
|
|
|
April 15, 2016
|
|
February 29
|
|
October 22, 2015
|
|
February 29, 2016
|
|
0.115833
|
|
|
March 15, 2016
|
|
January 31
|
|
October 22, 2015
|
|
January 29, 2016
|
|
0.115833
|
|
|
February 16, 2016
|
|
Total
|
|
|
|
|
|
$
|
0.694998
|
|
|
|
Month Ended 2015
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
December 31
|
|
July 21, 2015
|
|
December 31, 2015
|
|
$
|
0.1150
|
|
|
January 15, 2016
|
November 30
|
|
July 21, 2015
|
|
November 30, 2015
|
|
0.1150
|
|
|
December 15, 2015
|
|
October 31
|
|
July 21, 2015
|
|
October 30, 2015
|
|
0.1150
|
|
|
November 16, 2015
|
|
September 30
|
|
May 4, 2015
|
|
September 30, 2015
|
|
0.1150
|
|
|
October 15, 2015
|
|
August 31
|
|
May 4, 2015
|
|
August 31, 2015
|
|
0.1150
|
|
|
September 15, 2015
|
|
July 31
|
|
May 4, 2015
|
|
July 31, 2015
|
|
0.1150
|
|
|
August 17, 2015
|
|
June 30
|
|
February 20, 2015
|
|
June 30, 2015
|
|
0.1125
|
|
|
July 15, 2015
|
|
May 31
|
|
February 20, 2015
|
|
May 29, 2015
|
|
0.1125
|
|
|
June 15, 2015
|
|
April 30
|
|
February 20, 2015
|
|
April 30, 2015
|
|
0.1125
|
|
|
May 15, 2015
|
|
March 31
|
|
October 30, 2014
|
|
March 31, 2015
|
|
0.1125
|
|
|
April 15, 2015
|
|
February 28
|
|
October 30, 2014
|
|
February 27, 2015
|
|
0.1125
|
|
|
March 16, 2015
|
|
January 31
|
|
October 30, 2014
|
|
January 31, 2015
|
|
0.1125
|
|
|
February 17, 2015
|
|
Total
|
|
|
|
|
|
$
|
1.3650
|
|
|
|
(1)
|
The grant date fair value per share was
$26.17
.
|
(2)
|
The grant date fair value per share was
$17.98
.
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Vested restricted shares of common stock
|
|
84,336
|
|
|
57,528
|
|
||
Fair value of vested restricted shares of common stock (in thousands)
|
|
$
|
1,522
|
|
|
$
|
1,425
|
|
|
LTIP Units
|
|
Other
Common Units
|
|
Total
Noncontrolling Common Units
|
|
Noncontrolling Interest
|
||||
Balance at December 31, 2014
|
1,307,036
|
|
|
1,124,813
|
|
|
2,431,849
|
|
|
3.6
|
%
|
Granted/Issued
|
323,069
|
|
|
864,283
|
|
|
1,187,352
|
|
|
N/A
|
|
Forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Conversions from LTIP units to Other Common Units
|
(20,000
|
)
|
|
20,000
|
|
|
—
|
|
|
N/A
|
|
Redemptions from Other Common Units to common stock
|
—
|
|
|
(90,824
|
)
|
|
(90,824
|
)
|
|
N/A
|
|
Redemption of Other Common Units for cash
|
—
|
|
|
(2,400
|
)
|
|
(2,400
|
)
|
|
N/A
|
|
Balance at December 31, 2015
|
1,610,105
|
|
|
1,915,872
|
|
|
3,525,977
|
|
|
4.9
|
%
|
Granted/Issued
|
176,396
|
|
|
—
|
|
|
176,396
|
|
|
N/A
|
|
Forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Balance at March 31, 2016
|
1,786,501
|
|
|
1,915,872
|
|
|
3,702,373
|
|
|
5.2
|
%
|
|
|
Assumptions
|
||||||||||
Grant date
|
|
February 22, 2016
|
|
|
January 8, 2016
|
|
|
January 6, 2016
|
|
|||
Expected term (years)
|
|
10
|
|
|
10
|
|
|
10
|
|
|||
Expected volatility
|
|
22.0
|
%
|
|
22.0
|
%
|
|
22.0
|
%
|
|||
Expected dividend yield
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
|||
Risk-free interest rate
|
|
1.01
|
%
|
|
1.28
|
%
|
|
1.36
|
%
|
|||
Fair value of LTIP units at issuance (in thousands)
|
|
$
|
277
|
|
|
$
|
2,254
|
|
|
$
|
390
|
|
LTIP units at issuance
|
|
18,386
|
|
|
135,546
|
|
|
22,464
|
|
|||
Fair value unit price per LTIP unit at issuance
|
|
$
|
15.07
|
|
|
$
|
16.63
|
|
|
$
|
17.36
|
|
Unvested LTIP units
|
|
LTIP Units
|
|
Balance at December 31, 2014
|
|
448,887
|
|
Granted
|
|
323,069
|
|
Vested
|
|
(237,046
|
)
|
Forfeited
|
|
—
|
|
Balance at December 31, 2015
|
|
534,910
|
|
Granted
|
|
176,396
|
|
Vested
|
|
(170,277
|
)
|
Forfeited
|
|
—
|
|
Balance at March 31, 2016
|
|
541,029
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Vested LTIP units
|
170,277
|
|
|
51,420
|
|
||
Fair value of vested LTIP units (in thousands)
|
$
|
3,089
|
|
|
$
|
1,209
|
|
|
|
Three months ended March 31,
|
||||||
Non-cash compensation expense (in thousands)
|
|
2016
|
|
2015
|
||||
Restricted stock
|
|
$
|
558
|
|
|
$
|
492
|
|
LTIP units
|
|
2,795
|
|
(1)
|
1,137
|
|
||
Outperformance program
|
|
119
|
|
|
131
|
|
||
Performance units
|
|
53
|
|
|
—
|
|
||
Board of directors compensation
(2)
|
|
80
|
|
|
87
|
|
||
Total non-cash compensation expense
|
|
$
|
3,605
|
|
|
$
|
1,847
|
|
(1)
|
Inclusive of approximately of
$1.6 million
non-cash compensation expense during the
three
months ended
March 31, 2016
associated with the severance cost of an executive officer as discussed Note 7.
|
(2)
|
All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the
three
months ended
March 31, 2016
and
March 31, 2015
. The number of shares of common stock granted is calculated based on the trailing
10 days
average common stock price ending on the third business day preceding the grant date.
|
Earnings per share (in thousands, except share data)
|
Three months ended March 31, 2016
|
||
Numerator
|
|
||
Net income
|
$
|
11,801
|
|
Less: preferred stock dividends
|
2,912
|
|
|
Less: amount allocated to participating securities
|
100
|
|
|
Less: income attributable to noncontrolling interest after preferred stock dividends
|
455
|
|
|
Net income attributable to common stockholders
|
$
|
8,334
|
|
Denominator
|
|
|
|
Weighted average common shares outstanding — basic
|
67,889,217
|
|
|
Weighted average common shares outstanding — diluted
|
67,964,559
|
|
|
Income per share — basic and diluted
|
|
||
Income from continuing operations attributable to common stockholders - basic
|
$
|
0.12
|
|
Income from continuing operations attributable to common stockholders - diluted
|
$
|
0.12
|
|
Earnings per share (in thousands, except share data)
|
Three months ended March 31, 2015
|
||
Numerator
|
|
||
Net loss
|
$
|
(1,427
|
)
|
Less: preferred stock dividends
|
2,712
|
|
|
Less: amount allocated to participating securities
|
101
|
|
|
Less: loss attributable to noncontrolling interest after preferred stock dividends
|
(198
|
)
|
|
Net loss attributable to common stockholders
|
$
|
(4,042
|
)
|
Denominator
|
|
|
|
Weighted average common shares outstanding—basic and diluted
|
64,286,213
|
|
|
Loss per share - basic and diluted
|
$
|
(0.06
|
)
|
•
|
the factors included in this report, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
|
•
|
our ability to raise equity capital on attractive terms;
|
•
|
the competitive environment in which we operate;
|
•
|
real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
|
•
|
decreased rental rates or increased vacancy rates;
|
•
|
potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants;
|
•
|
acquisition risks, including our ability to identify and complete accretive acquisitions and/or failure of such acquisitions to perform in accordance with projections;
|
•
|
the timing of acquisitions and dispositions;
|
•
|
potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;
|
•
|
international, national, regional and local economic conditions;
|
•
|
the general level of interest rates and currencies;
|
•
|
potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or real estate investment trust (“REIT”) tax laws, and potential increases in real property tax rates;
|
•
|
financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
|
•
|
credit risk in the event of non-performance by the counterparties to the interest rate swaps and revolving and unfunded debt;
|
•
|
lack of or insufficient amounts of insurance;
|
•
|
our ability to maintain our qualification as a REIT;
|
•
|
our ability to retain key personnel;
|
•
|
litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and
|
•
|
possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.
|
(1)
|
Sources: Bureau of Economic Analysis, Bureau of Labor Statistics, Conference Board, Board of Governors of the Federal Reserve System, U.S. Census Bureau, and Institute for Supply Management. Each statistic is the latest revision available at the time of publishing this report.
|
(2)
|
ISM is a composite index based on a survey of over 300 purchasing and supply executives from across the country who respond to a monthly questionnaire about changes in production, new orders, new export orders, imports, employment, inventories, prices, lead-times, and timelines of supplier deliveries in their companies. When the index is over 50, it indicates expansion, while a reading below 50 signals contraction.
|
•
|
an increasing attractiveness of the U.S. as a manufacturing and distribution location because of the size of the United States consumer market, an increase in overseas labor costs and the overall cost of supplying and shipping goods (i.e. the shortening and fattening of the supply chain);
|
•
|
the overall quality of the transportation infrastructure in the U.S.; and
|
•
|
the rise of e-commerce (as compared to the traditional retail store distribution model) and the concomitant demand by e-commerce industry participants for well-located, functional distribution space.
|
Three months ended March 31, 2016
|
|
Square Feet
|
|
Cash Basis Rent Per Square Foot
|
|
GAAP Basis Rent Per Square Foot
|
|
Total Turnover Costs Per Square Foot
(1)
|
|
Cash Basis Rent Growth
|
|
GAAP Basis Rent Growth
(2)(3)
|
|
Weighted Average Lease Term
(4)
(years)
|
|
Rental Concessions per Square Foot
(5)
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
New Leases
|
|
172,680
|
|
|
$
|
4.46
|
|
|
$
|
4.76
|
|
|
$
|
2.12
|
|
|
N/A
|
|
|
N/A
|
|
|
7.0
|
|
|
$
|
0.12
|
|
Renewal Leases
|
|
1,533,041
|
|
|
4.74
|
|
|
4.92
|
|
|
0.95
|
|
|
(0.4
|
)%
|
|
4.1
|
%
|
|
5.5
|
|
|
0.23
|
|
||||
Total/weighted average
|
|
1,705,721
|
|
|
$
|
4.71
|
|
|
$
|
4.91
|
|
|
$
|
1.08
|
|
|
(0.4
|
)%
|
|
4.1
|
%
|
|
5.7
|
|
|
$
|
0.22
|
|
Temporary Leases
|
|
315,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Leasing Activity
|
|
2,021,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Turnover costs are comprised of the costs for improvements of vacant and renewal spaces, as well as the commissions for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.
|
(2)
|
Excludes
172,680
square feet of new leases, where there were no prior comparable leases, due to extended downtime or materially different lease structures, during the
three
months ended
March 31, 2016
.
|
(3)
|
GAAP basis rent growth is a ratio of the change in base rent (including straight-line rent adjustments as required by GAAP) of the comparable lease.
|
(4)
|
Assumes no exercise of lease renewal or termination options, if any.
|
(5)
|
Represents the total concession (free rent) for the entire lease term.
|
Lease Expiration Year
|
|
Number
of
Leases
Expiring
|
|
Total Rentable
Square Feet
|
|
% of
Total
Occupied
Square Feet
|
|
Total Annualized
Base Rental
Revenue
(in thousands)
|
|
% of Total
Annualized
Base Rental Revenue
|
|
Average Annualized
Base Rental Revenue
per Expiring Square Foot
|
|||||||
Available
|
|
—
|
|
2,816,879
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Month-to-month leases
|
|
7
|
|
136,845
|
|
|
0.3
|
%
|
|
377
|
|
|
0.2
|
%
|
|
2.76
|
|
||
Remainder of 2016
|
|
27
|
|
3,102,505
|
|
|
6.0
|
%
|
|
12,656
|
|
|
6.1
|
%
|
|
4.08
|
|
||
2017
|
|
52
|
|
7,209,440
|
|
|
14.0
|
%
|
|
28,962
|
|
|
14.0
|
%
|
|
4.02
|
|
||
2018
|
|
56
|
|
9,877,067
|
|
|
19.2
|
%
|
|
37,867
|
|
|
18.2
|
%
|
|
3.83
|
|
||
2019
|
|
41
|
|
7,561,545
|
|
|
14.7
|
%
|
|
29,797
|
|
|
14.4
|
%
|
|
3.94
|
|
||
2020
|
|
34
|
|
6,837,181
|
|
|
13.3
|
%
|
|
30,242
|
|
|
14.6
|
%
|
|
4.42
|
|
||
2021
|
|
31
|
|
5,531,664
|
|
|
10.7
|
%
|
|
23,272
|
|
|
11.2
|
%
|
|
4.21
|
|
||
2022
|
|
18
|
|
2,400,944
|
|
|
4.7
|
%
|
|
9,591
|
|
|
4.6
|
%
|
|
3.99
|
|
||
2023
|
|
12
|
|
2,500,034
|
|
|
4.9
|
%
|
|
9,217
|
|
|
4.4
|
%
|
|
3.69
|
|
||
2024
|
|
7
|
|
1,423,071
|
|
|
2.8
|
%
|
|
5,734
|
|
|
2.8
|
%
|
|
4.03
|
|
||
2025
|
|
7
|
|
1,335,563
|
|
|
2.5
|
%
|
|
5,372
|
|
|
2.5
|
%
|
|
4.02
|
|
||
Thereafter
|
|
18
|
|
3,534,008
|
|
|
6.9
|
%
|
|
14,446
|
|
|
7.0
|
%
|
|
4.09
|
|
||
Total/weighted average
|
|
310
|
|
54,266,746
|
|
|
100.0
|
%
|
|
$
|
207,533
|
|
|
100.0
|
%
|
|
$
|
4.03
|
|
Portfolio characteristics
|
|
March 31, 2016
|
|
Number of Buildings
|
|
292
|
|
Square Feet
|
|
54,266,746
|
|
Average Building Size (square feet)
|
|
185,845
|
|
Number of Tenants
|
|
260
|
|
Number of Leases
|
|
310
|
|
Building Type
|
|
Number of Buildings
|
|
Square Feet
|
|
Occupancy
(1)
|
|
Annualized Base Rental Revenue (in thousands)
|
|
% of Total Annualized Base Rental Revenue
|
||||||
Warehouse/Distribution
|
|
224
|
|
|
47,928,662
|
|
|
95.4
|
%
|
|
$
|
180,249
|
|
|
86.9
|
%
|
Light Manufacturing
|
|
47
|
|
|
5,189,416
|
|
|
96.2
|
%
|
|
19,095
|
|
|
9.2
|
%
|
|
Flex/Office
|
|
21
|
|
|
1,148,668
|
|
|
64.7
|
%
|
|
8,189
|
|
|
3.9
|
%
|
|
Total/weighted average
|
|
292
|
|
|
54,266,746
|
|
|
94.8
|
%
|
|
$
|
207,533
|
|
|
100.0
|
%
|
(1)
|
Calculated as the average economic occupancy weighted by each property’s rentable square footage. As used herein, economic occupancy includes all square footage where an existing lease is in place whether or not such square footage is physically occupied.
|
Acquisitions
|
||||||||||
Location of property
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
|
||||
Biddeford, ME
|
|
265,126
|
|
|
2
|
|
|
$
|
12,452
|
|
Fairfield, OH
|
|
206,448
|
|
|
1
|
|
|
5,330
|
|
|
Mascot, TN
|
|
130,560
|
|
|
1
|
|
|
4,500
|
|
|
Erlanger, KY
|
|
108,620
|
|
|
1
|
|
|
5,600
|
|
|
Three months ended March 31, 2016
|
|
710,754
|
|
|
5
|
|
|
27,882
|
|
Dispositions
|
||||||||||||||||||||||
Location of property
|
|
Square Feet
|
|
Buildings
|
|
Carrying Value
|
|
Sales Price
|
|
Net Proceeds
|
|
Gain on Sale
|
||||||||||
Wichita, KS
|
|
44,760
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Gresham, OR
|
|
420,690
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Canton, OH
|
|
398,000
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Orangeburg, SC
|
|
319,000
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Three months ended March 31, 2016
|
|
1,182,450
|
|
|
4
|
|
|
$
|
14,217
|
|
|
$
|
32,800
|
|
|
$
|
31,890
|
|
|
$
|
17,673
|
|
Region
|
|
Total
Number
of States
|
|
Total
Number
of Buildings
|
|
Regional
Occupancy
|
|
% of Total
Leased
SquareFeet
|
|
% of Total
Annualized Base
Rental Revenue
|
|
|||
Midwest
|
|
10
|
|
118
|
|
95.0
|
%
|
|
37.1
|
%
|
|
36.7
|
%
|
|
East
|
|
13
|
|
107
|
|
94.0
|
%
|
|
37.8
|
%
|
|
38.8
|
%
|
|
South
|
|
9
|
|
56
|
|
95.1
|
%
|
|
21.9
|
%
|
|
19.8
|
%
|
|
West
|
|
6
|
|
11
|
|
100.0
|
%
|
|
3.2
|
%
|
|
4.7
|
%
|
|
Total/weighted average
|
|
38
|
|
292
|
|
94.8
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
Square Footage
|
|
|
|
Annualized Base Rental Revenue
|
|||||||||||
Market Type
|
|
Number of
Buildings
|
|
Amount
|
|
%
|
|
Occupancy
|
|
Amount (in thousands)
|
|
%
|
|||||||
Primary (greater than 200 million net rentable square feet)
|
|
57
|
|
|
12,143,303
|
|
|
22.4
|
%
|
|
98.6
|
%
|
|
$
|
49,736
|
|
|
24.0
|
%
|
Secondary (25 million to 200 million net rentable square feet)
|
|
182
|
|
|
34,776,141
|
|
|
64.1
|
%
|
|
94.4
|
%
|
|
133,136
|
|
|
64.1
|
%
|
|
Tertiary (less than 25 million net rentable square feet)
|
|
53
|
|
|
7,347,302
|
|
|
13.5
|
%
|
|
90.3
|
%
|
|
24,661
|
|
|
11.9
|
%
|
|
Total/weighted average
|
|
292
|
|
|
54,266,746
|
|
|
100.0
|
%
|
|
94.8
|
%
|
|
$
|
207,533
|
|
|
100.0
|
%
|
Top Ten Tenant Industries
|
|
Total Number
of Leases
|
|
Total Leased
Square Feet
|
|
Total Annualized
Base Rental Revenue
(in thousands)
|
|
% of Total
Annualized Base Rental Revenue
|
||||
Automotive
|
|
41
|
|
6,243,103
|
|
|
$
|
25,063
|
|
|
12.1
|
%
|
Ind Equip, Component & Metals
|
|
41
|
|
5,622,645
|
|
|
23,645
|
|
|
11.4
|
%
|
|
Air Freight & Logistics
|
|
40
|
|
6,059,558
|
|
|
23,370
|
|
|
11.3
|
%
|
|
Containers & Packaging
|
|
23
|
|
5,239,541
|
|
|
19,879
|
|
|
9.6
|
%
|
|
Food & Beverages
|
|
25
|
|
4,910,819
|
|
|
19,588
|
|
|
9.4
|
%
|
|
Personal Products
|
|
11
|
|
3,326,489
|
|
|
13,025
|
|
|
6.3
|
%
|
|
Retail
|
|
13
|
|
3,240,980
|
|
|
11,243
|
|
|
5.4
|
%
|
|
Household Durables
|
|
10
|
|
2,563,427
|
|
|
9,359
|
|
|
4.5
|
%
|
|
Business Services
|
|
15
|
|
1,888,643
|
|
|
9,026
|
|
|
4.3
|
%
|
|
Non-Profit/Government
|
|
6
|
|
1,159,028
|
|
|
8,759
|
|
|
4.2
|
%
|
|
Total
|
|
225
|
|
40,254,233
|
|
|
$
|
162,957
|
|
|
78.5
|
%
|
Top Ten Tenants
|
|
Number
of Leases
|
|
Total Leased
Square Feet
|
|
Annualized Base
Rental Revenue
(in thousands)
|
|
% of Total
Annualized Base
Rental Revenue
|
||||
General Services Administration
|
|
1
|
|
1,048,631
|
|
|
$
|
7,026
|
|
|
3.4
|
%
|
Deckers Outdoor Corporation
|
|
2
|
|
723,106
|
|
|
4,067
|
|
|
2.0
|
%
|
|
XPO Logistics Supply Chain Inc
|
|
3
|
|
781,899
|
|
|
3,895
|
|
|
1.9
|
%
|
|
Solo Cup Company
|
|
1
|
|
1,035,249
|
|
|
3,810
|
|
|
1.8
|
%
|
|
Exel Logistics
|
|
4
|
|
1,094,694
|
|
|
3,702
|
|
|
1.8
|
%
|
|
International Paper Company
|
|
3
|
|
698,323
|
|
|
3,562
|
|
|
1.7
|
%
|
|
Generation Brands, LLC
|
|
1
|
|
503,490
|
|
|
2,634
|
|
|
1.3
|
%
|
|
American Tire Distributors Inc
|
|
4
|
|
457,980
|
|
|
2,351
|
|
|
1.1
|
%
|
|
Perrigo Holland
|
|
2
|
|
669,000
|
|
|
2,351
|
|
|
1.1
|
%
|
|
Spencer Gifts, LLC
|
|
1
|
|
491,025
|
|
|
2,252
|
|
|
1.1
|
%
|
|
Total
|
|
22
|
|
7,503,397
|
|
|
$
|
35,650
|
|
|
17.2
|
%
|
Top Ten Leases
|
|
Leased
Square
Feet
|
|
% of Total
Leased
Square Feet
|
|
Annualized Base
Rental Revenue
(in thousands)
|
|
% of Total
Annualized Base
Rental Revenue
|
|||||
General Service Administration
|
|
1,048,631
|
|
|
2.0
|
%
|
|
$
|
7,026
|
|
|
3.4
|
%
|
Solo Cup Company
|
|
1,035,249
|
|
|
2.0
|
%
|
|
3,810
|
|
|
1.9
|
%
|
|
XPO Logistics Supply Chain Inc
|
|
528,997
|
|
|
1.0
|
%
|
|
2,777
|
|
|
1.3
|
%
|
|
Generation Brands, LLC
|
|
503,490
|
|
|
1.0
|
%
|
|
2,634
|
|
|
1.3
|
%
|
|
International Paper Company
|
|
465,323
|
|
|
0.9
|
%
|
|
2,517
|
|
|
1.2
|
%
|
|
Deckers Outdoor Corporation
|
|
423,106
|
|
|
0.8
|
%
|
|
2,379
|
|
|
1.1
|
%
|
|
Spencer Gifts, LLC
|
|
491,025
|
|
|
1.0
|
%
|
|
2,252
|
|
|
1.1
|
%
|
|
Closetmaid Corporation
|
|
619,466
|
|
|
1.2
|
%
|
|
2,053
|
|
|
1.0
|
%
|
|
CareFusion 213, LLC
|
|
360,134
|
|
|
0.7
|
%
|
|
1,956
|
|
|
0.9
|
%
|
|
Archway Marketing Serv., Inc.
|
|
386,724
|
|
|
0.8
|
%
|
|
1,858
|
|
|
0.9
|
%
|
|
Total
|
|
5,862,145
|
|
|
11.4
|
%
|
|
$
|
29,262
|
|
|
14.1
|
%
|
Quarter Ended 2016
|
|
Retention %
(1)
|
|
Expiring Square Feet
|
|
Renewal Square Feet
(2)
|
|
Cash Rollover Rent Change
|
|
GAAP Rollover Rent Change
|
|||||
March 31
|
|
42.4
|
%
|
|
1,251,975
|
|
|
530,485
|
|
|
3.1
|
%
|
|
6.1
|
%
|
Total/weighted average
|
|
42.4
|
%
|
|
1,251,975
|
|
|
530,485
|
|
|
3.1
|
%
|
|
6.1
|
%
|
(1)
|
Retention is the square footage of expiring leases in the period that execute a lease renewal for a term greater than one year.
|
(2)
|
Represents leases in which revenue recognition commenced during the period.
|
|
Same Store Portfolio
|
|
Acquisitions/Dispositions
|
|
Other
(1)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
|
Three months ended March 31,
|
|
Change
|
|
Three months ended March 31,
|
|
Three months ended March 31,
|
|
Three months ended March 31,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental income
|
$
|
41,295
|
|
|
$
|
41,198
|
|
|
$
|
97
|
|
|
0.2
|
%
|
|
$
|
10,054
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
51,349
|
|
|
$
|
43,249
|
|
|
$
|
8,100
|
|
|
18.7
|
%
|
Tenant recoveries
|
7,584
|
|
|
7,067
|
|
|
517
|
|
|
7.3
|
%
|
|
1,858
|
|
|
520
|
|
|
—
|
|
|
—
|
|
|
9,442
|
|
|
7,587
|
|
|
1,855
|
|
|
24.4
|
%
|
||||||||||
Other income
|
34
|
|
|
27
|
|
|
7
|
|
|
25.9
|
%
|
|
6
|
|
|
9
|
|
|
41
|
|
|
117
|
|
|
81
|
|
|
153
|
|
|
(72
|
)
|
|
(47.1
|
)%
|
||||||||||
Total operating revenue
|
48,913
|
|
|
48,292
|
|
|
621
|
|
|
1.3
|
%
|
|
11,918
|
|
|
2,529
|
|
|
41
|
|
|
168
|
|
|
60,872
|
|
|
50,989
|
|
|
9,883
|
|
|
19.4
|
%
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Property
|
10,112
|
|
|
9,301
|
|
|
811
|
|
|
8.7
|
%
|
|
2,543
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
12,655
|
|
|
10,246
|
|
|
2,409
|
|
|
23.5
|
%
|
||||||||||
Net operating income
(2)
|
$
|
38,801
|
|
|
$
|
38,991
|
|
|
$
|
(190
|
)
|
|
(0.5
|
)%
|
|
$
|
9,375
|
|
|
$
|
1,584
|
|
|
$
|
41
|
|
|
$
|
168
|
|
|
48,217
|
|
|
40,743
|
|
|
7,474
|
|
|
18.3
|
%
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,019
|
|
|
7,530
|
|
|
3,489
|
|
|
46.3
|
%
|
|||||||||||||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
552
|
|
|
318
|
|
|
234
|
|
|
73.6
|
%
|
|||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,280
|
|
|
26,129
|
|
|
4,151
|
|
|
15.9
|
%
|
|||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
260
|
|
|
186
|
|
|
74
|
|
|
39.8
|
%
|
|||||||||||||||||||
Total other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,111
|
|
|
34,163
|
|
|
7,948
|
|
|
23.3
|
%
|
|||||||||||||||||||
Total expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,766
|
|
|
44,409
|
|
|
10,357
|
|
|
23.3
|
%
|
|||||||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
%
|
||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,847
|
)
|
|
(8,010
|
)
|
|
(2,837
|
)
|
|
35.4
|
%
|
||||||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,134
|
)
|
|
—
|
|
|
(1,134
|
)
|
|
100.0
|
%
|
|||||||||||||||||||
Gain on the sales of rental property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,673
|
|
|
—
|
|
|
17,673
|
|
|
100.0
|
%
|
|||||||||||||||||||
Total other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,695
|
|
|
(8,007
|
)
|
|
13,702
|
|
|
(171.1
|
)%
|
|||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,801
|
|
|
$
|
(1,427
|
)
|
|
$
|
13,228
|
|
|
(927.0
|
)%
|
|||||||||||||||
Less: loss attributable to noncontrolling interest after preferred stock dividends
|
|
|
|
|
|
|
|
455
|
|
|
(198
|
)
|
|
653
|
|
|
(329.8
|
)%
|
|||||||||||||||||||||||||||
Net income (loss) attributable to STAG Industrial, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,346
|
|
|
$
|
(1,229
|
)
|
|
$
|
12,575
|
|
|
(1,023.2
|
)%
|
(1)
|
Includes corporate sublease rental income and asset management fee income, which is separated for purposes of calculating NOI.
|
(2)
|
NOI for the combined same store portfolio and acquisitions and dispositions for the
three
months ended
March 31, 2016
and
March 31, 2015
was $48.2 million and $40.6 million, respectively. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.
|
|
|
|
|
|
|
|
|
Contribution to NOI (in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||||
Acquisitions/Dispositions
|
|
Square Feet
|
|
Buildings
|
|
Purchase/Sale Price (in thousands)
|
|
2016
|
|
2015
|
||||||||
Acquired during the quarter ended
|
|
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2016
|
|
710,754
|
|
|
5
|
|
|
$
|
27,882
|
|
|
$
|
105
|
|
|
$
|
—
|
|
December 31, 2015
|
|
3,057,668
|
|
|
14
|
|
|
$
|
138,086
|
|
|
2,830
|
|
|
—
|
|
||
September 30, 2015
|
|
2,509,084
|
|
|
18
|
|
|
$
|
108,286
|
|
|
2,253
|
|
|
—
|
|
||
June 30, 2015
|
|
1,639,383
|
|
|
12
|
|
|
$
|
83,808
|
|
|
1,630
|
|
|
—
|
|
||
March 31, 2015
|
|
1,485,717
|
|
|
5
|
|
|
$
|
97,083
|
|
|
2,100
|
|
|
720
|
|
||
Disposed during the quarter ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
March 31, 2016
|
|
1,182,450
|
|
|
4
|
|
|
$
|
32,800
|
|
|
488
|
|
|
543
|
|
||
December 31, 2015
|
|
486,577
|
|
|
4
|
|
|
$
|
13,415
|
|
|
(31
|
)
|
|
435
|
|
||
September 30, 2015
|
|
321,810
|
|
|
2
|
|
|
$
|
9,550
|
|
|
—
|
|
|
(114
|
)
|
||
Total
|
|
|
|
|
|
|
|
$
|
9,375
|
|
|
$
|
1,584
|
|
|
|
Three months ended March 31,
|
||||||
Reconciliation of FFO to net income (loss) (in thousands)
|
|
2016
|
|
2015
|
||||
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
|
)
|
|
—
|
|
||
FFO
|
|
24,359
|
|
|
24,660
|
|
||
Preferred stock dividends
|
|
(2,912
|
)
|
|
(2,712
|
)
|
||
Amount allocated to unvested restricted stockholders
|
|
(100
|
)
|
|
(101
|
)
|
||
FFO attributable to common stockholders and unit holders
|
|
$
|
21,347
|
|
|
$
|
21,847
|
|
|
|
Three months ended March 31,
|
||||||
Reconciliation of NOI to net income (loss) (in thousands)
|
|
2016
|
|
2015
|
||||
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
|
|
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
Cash flows (dollars in thousands)
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Net cash provided by operating activities
|
|
$
|
24,087
|
|
|
$
|
21,816
|
|
|
$
|
2,271
|
|
|
10.4
|
%
|
Net cash provided by (used in) investing activities
|
|
$
|
600
|
|
|
$
|
(66,705
|
)
|
|
$
|
67,305
|
|
|
100.9
|
%
|
Net cash provided by (used in) financing activities
|
|
$
|
(21,229
|
)
|
|
$
|
32,699
|
|
|
$
|
(53,928
|
)
|
|
(164.9
|
)%
|
Month Ended 2016
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
June 30
|
|
February 22, 2016
|
|
June 30, 2016
|
|
$
|
0.115833
|
|
|
July 15, 2016
|
May 31
|
|
February 22, 2016
|
|
May 31, 2016
|
|
0.115833
|
|
|
June 15, 2016
|
|
April 30
|
|
February 22, 2016
|
|
April 29, 2016
|
|
0.115833
|
|
|
May 16, 2016
|
|
March 31
|
|
October 22, 2015
|
|
March 31, 2016
|
|
0.115833
|
|
|
April 15, 2016
|
|
February 29
|
|
October 22, 2015
|
|
February 29, 2016
|
|
0.115833
|
|
|
March 15, 2016
|
|
January 31
|
|
October 22, 2015
|
|
January 29, 2016
|
|
0.115833
|
|
|
February 16, 2016
|
|
Total
|
|
|
|
|
|
$
|
0.694998
|
|
|
|
Quarter Ended 2016
|
|
Declaration Date
|
|
Series A
Preferred Stock Per Share |
|
Series B
Preferred Stock Per Share |
|
Payment Date
|
||||
March 31
|
|
February 22, 2016
|
|
$
|
0.5625
|
|
|
$
|
0.4140625
|
|
|
March 31, 2016
|
Total
|
|
|
|
$
|
0.5625
|
|
|
$
|
0.4140625
|
|
|
|
Loan
|
|
Principal outstanding as of March 31, 2016
|
|
Interest
Rate (1) |
|
Current Maturity
|
|
Prepayment Terms
(2)
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Unsecured Credit Facility
(3)
|
|
$
|
6,000
|
|
|
L + 1.20%
|
|
|
Dec-18-2019
|
|
i
|
Total unsecured credit facility
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Term Loan C
(4)
|
|
—
|
|
|
L + 1.35%
|
|
|
Sep-29-2020
|
|
i
|
|
Unsecured Term Loan B
|
|
150,000
|
|
|
L + 1.75%
|
|
|
Mar-21-2021
|
|
ii
|
|
Unsecured Term Loan A
|
|
150,000
|
|
|
L + 1.80%
|
|
|
Mar-31-2022
|
|
ii
|
|
Total unsecured term loans
|
|
300,000
|
|
|
|
|
|
|
|
|
|
Less: Total unamortized debt issuance costs
|
|
221
|
|
|
|
|
|
|
|
|
|
Total carrying value unsecured term loans
|
|
299,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
Series F Unsecured Notes
|
|
100,000
|
|
|
3.98
|
%
|
|
Jan-05-2023
|
|
ii
|
|
Series A Unsecured Notes
|
|
50,000
|
|
|
4.98
|
%
|
|
Oct-1-2024
|
|
ii
|
|
Series D Unsecured Notes
|
|
100,000
|
|
|
4.32
|
%
|
|
Feb-20-2025
|
|
ii
|
|
Series B Unsecured Notes
|
|
50,000
|
|
|
4.98
|
%
|
|
Jul-1-2026
|
|
ii
|
|
Series C Unsecured Notes
|
|
80,000
|
|
|
4.42
|
%
|
|
Dec-30-2026
|
|
ii
|
|
Series E Unsecured Notes
|
|
20,000
|
|
|
4.42
|
%
|
|
Feb-20-2027
|
|
ii
|
|
Total unsecured notes
|
|
400,000
|
|
|
|
|
|
|
|
|
|
Less: Total unamortized debt issuance costs
|
|
616
|
|
|
|
|
|
|
|
|
|
Total carrying value unsecured notes
|
|
399,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
Webster Bank, National Association
|
|
5,471
|
|
|
4.22
|
%
|
|
Aug-4-2016
|
|
iii
|
|
National Life Insurance Company
|
|
4,732
|
|
|
5.75
|
%
|
|
Aug-10-2016
|
|
iii
|
|
Union Fidelity Life Insurance Co.
|
|
5,663
|
|
|
5.81
|
%
|
|
Apr-30-2017
|
|
iv
|
|
Principal Life Insurance Company
|
|
5,632
|
|
|
5.73
|
%
|
|
May-05-2017
|
|
iii
|
|
Webster Bank, National Association
|
|
2,923
|
|
|
3.66
|
%
|
|
May-29-2017
|
|
iii
|
|
Webster Bank, National Association
|
|
3,148
|
|
|
3.64
|
%
|
|
May-31-2017
|
|
iii
|
|
Wells Fargo, National Association
|
|
4,097
|
|
|
5.90
|
%
|
|
Aug-1-2017
|
|
v
|
|
Connecticut General Life Insurance Company-1 Facility
|
|
56,942
|
|
|
6.50
|
%
|
|
Feb-1-2018
|
|
vi
|
|
Connecticut General Life Insurance Company-2 Facility
|
|
47,345
|
|
|
5.75
|
%
|
|
Feb-1-2018
|
|
vi
|
|
Connecticut General Life Insurance Company-3 Facility
|
|
16,338
|
|
|
5.88
|
%
|
|
Feb-1-2018
|
|
vi
|
|
Wells Fargo Bank, National Association CMBS Loan
|
|
62,315
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
vii
|
|
Total mortgage notes
|
|
214,606
|
|
|
|
|
|
|
|
|
|
Add: Total unamortized fair market value premiums
|
|
325
|
|
|
|
|
|
|
|
|
|
Less: Total unamortized debt issuance costs
|
|
204
|
|
|
|
|
|
|
|
|
|
Total carrying value mortgage notes
|
|
214,727
|
|
|
|
|
|
|
|
|
|
Total / weighted average interest rate
(5)
|
|
$
|
919,890
|
|
|
4.24
|
%
|
|
|
|
|
(1)
|
Current interest rate as of
March 31, 2016
. At
March 31, 2016
, the one-month LIBOR (“L”) was
0.43725%
. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or the unamortized fair market value premiums. The spread over the applicable rate for the Company's unsecured credit facility and unsecured term loans is based on the Company's consolidated leverage ratio, as defined in the respective loan agreements.
|
(2)
|
Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty
three
months prior to the maturity date; (iv) pre-payable without penalty
two
months prior to the maturity date; (v) pre-payable without penalty
three
months prior to the maturity date, however can be defeased; (vi) pre-payable without penalty
six
months prior to the maturity date; and (vii) pre-payable without penalty
three
months prior to the maturity date, however can be defeased beginning January 1, 2016.
|
(3)
|
The capacity of the unsecured credit facility is
$450.0 million
.
|
(4)
|
Capacity of
$150.0 million
, in which we have until September 29, 2016 to draw the full amount.
|
(5)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the current notional amount of
$300.0 million
of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or the unamortized fair market value premiums.
|
Debt Capital Structure
|
|
March 31, 2016
|
||
Total Debt (in thousands)
|
|
$
|
919,890
|
|
Weighted Average Duration
|
|
6.4 Years
|
|
|
Weighted Average Interest Rate
(1)
|
|
4.24
|
%
|
|
% Secured Debt
|
|
23
|
%
|
|
% Debt Maturing Next 12 Months
|
|
1
|
%
|
|
Net Debt to Real Estate Cost Basis
(2)
|
|
42
|
%
|
(1)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the current notional amount of
$300.0 million
of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or the unamortized fair market value premiums.
|
(2)
|
Net debt is defined as our amounts outstanding under our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes, less cash and cash equivalents. Real estate cost basis is defined as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.
|
Preferred Stock Issuances
|
|
Issuance Date
|
|
Number of Shares
|
|
Price and Liquidation Value per share
|
|
Interest Rate
|
||||
Series A Preferred Stock
|
|
November 2, 2011
|
|
2,760,000
|
|
|
$
|
25.00
|
|
|
9.000
|
%
|
Series B Preferred Stock
|
|
April 16, 2013
|
|
2,800,000
|
|
|
$
|
25.00
|
|
|
6.625
|
%
|
Series C Preferred Stock
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
ATM Stock Offering Program (in thousands)
|
|
Date
|
|
Maximum Aggregate Offering Price
|
|
Aggregate Common Stock Available as of March 31, 2016
|
||||
2014 $200 million ATM
|
|
September 10, 2014
|
|
$
|
200,000
|
|
|
$
|
107,380
|
|
Interest Rate
Derivative Counterparty |
|
Trade Date
|
|
Effective Date
|
|
Notional Amount (in thousands)
|
|
Fair Value (in thousands)
|
|
Pay Fixed Interest Rate
|
|
Receive Variable Interest Rate
|
|
Maturity Date
|
|||||
PNC Bank, N.A.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Bank of America, N.A.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
UBS AG
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Royal Bank of Canada
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(25
|
)
|
|
0.7945
|
%
|
|
One-month L
|
|
Sep-10-2017
|
RJ Capital Services, Inc.
|
|
Sep-14-2012
|
|
Oct-10-2012
|
|
$
|
10,000
|
|
|
$
|
(26
|
)
|
|
0.7975
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Bank of America, N.A.
|
|
Sep-20-2012
|
|
Oct-10-2012
|
|
$
|
25,000
|
|
|
$
|
(48
|
)
|
|
0.7525
|
%
|
|
One-month L
|
|
Sep-10-2017
|
RJ Capital Services, Inc.
|
|
Sep-24-2012
|
|
Oct-10-2012
|
|
$
|
25,000
|
|
|
$
|
(39
|
)
|
|
0.7270
|
%
|
|
One-month L
|
|
Sep-10-2017
|
Regions Bank
|
|
Mar-01-2013
|
|
Mar-01-2013
|
|
$
|
25,000
|
|
|
$
|
(411
|
)
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
(1,480
|
)
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
(761
|
)
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(1,037
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
(329
|
)
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
(674
|
)
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
(475
|
)
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
(339
|
)
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
(205
|
)
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(809
|
)
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(805
|
)
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(3,346
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo Bank, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(944
|
)
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(359
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(756
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(789
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
(i)
|
the election of seven directors to hold office until the 2017 annual meeting of stockholders and until their successors have been elected and qualified;
|
(ii)
|
the ratification of the appointment of the Company’s independent registered public accountants for the year ending December 31, 2016; and
|
(iii)
|
the approval, by non-binding vote, of executive compensation.
|
Director
|
|
Votes For
|
|
Votes
Withheld
|
|
Abstentions
|
|
Broker Non-
Votes
|
Benjamin S. Butcher
|
|
48,537,138
|
|
1,076,453
|
|
-0-
|
|
12,473,717
|
Virgis W. Colbert
|
|
47,816,597
|
|
1,796,994
|
|
-0-
|
|
12,473,717
|
Jeffrey D. Furber
|
|
48,566,474
|
|
1,047,117
|
|
-0-
|
|
12,473,717
|
Larry T. Guillemette
|
|
48,392,830
|
|
1,220,761
|
|
-0-
|
|
12,473,717
|
Francis X. Jacoby III
|
|
48,681,137
|
|
932,454
|
|
-0-
|
|
12,473,717
|
Christopher P. Marr
|
|
48,361,947
|
|
1,251,644
|
|
-0-
|
|
12,473,717
|
Hans S. Weger
|
|
48,405,376
|
|
1,208,215
|
|
-0-
|
|
12,473,717
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
60,944,559
|
|
1,043,808
|
|
98,941
|
|
-0-
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker Non-
Votes
|
36,137,767
|
|
12,946,192
|
|
529,632
|
|
12,473,717
|
Exhibit Number
|
|
Description of Document
|
3.1 *
|
|
Articles of Amendment and Restatement of STAG Industrial, Inc. (including all articles of amendment and articles supplementary)
|
4.1
|
|
Form of Certificate for STAG Industrial, Inc.’s 6.875% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to STAG Industrial, Inc.’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on March 10, 2016)
|
10.1
|
|
Third Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P. (incorporated by reference to STAG Industrial, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2016)
|
10.2 *
|
|
Employment Agreement with William R. Crooker, dated February 25, 2016
|
10.3 *
|
|
Employment Agreement with Peter S. Fearey, dated February 25, 2016
|
10.4 *
|
|
Form of Performance Award Agreement
|
31.1 *
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2 *
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1 *
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101 *
|
|
The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to Consolidated Financial Statements
|
*
|
Filed herewith.
|
|
|
STAG INDUSTRIAL, INC.
|
|
|
|
Date: May 3, 2016
|
BY:
|
/s/
WILLIAM R. CROOKER
|
|
|
William R. Crooker
|
|
|
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
Exhibit Number
|
|
Description of Document
|
3.1 *
|
|
Articles of Amendment and Restatement of STAG Industrial, Inc. (including all articles of amendment and articles supplementary)
|
4.1
|
|
Form of Certificate for STAG Industrial, Inc.’s 6.875% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to STAG Industrial, Inc.’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on March 10, 2016)
|
10.1
|
|
Third Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P. (incorporated by reference to STAG Industrial, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2016)
|
10.2 *
|
|
Employment Agreement with William R. Crooker, dated February 25, 2016
|
10.3 *
|
|
Employment Agreement with Peter S. Fearey, dated February 25, 2016
|
10.4 *
|
|
Form of Performance Award Agreement
|
31.1 *
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2 *
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1 *
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101 *
|
|
The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to Consolidated Financial Statements
|
*
|
Filed herewith.
|
|
|
|
|
STAG INDUSTRIAL, INC.
|
|||
|
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
|
Name:
|
|
Benjamin S. Butcher
|
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
|
|
|
STAG INDUSTRIAL, INC.
|
||
|
|
|
By:
|
|
/s/ Kathryn Arnone
|
Name:
|
|
Kathryn Arnone
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Kathryn Arnone
|
Name:
|
|
Kathryn Arnone
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
3.
|
Performance Award
.
|
Company’s Percentile Ranking within the Industry Peer Group Based on Total Stockholder Return:
|
Below 30
th
Percentile
|
30
th
Percentile
|
50
th
Percentile
|
75
th
Percentile or Above
|
Percent Earned (of 25% of the Target Amount):
|
0%
|
50%
|
100%
|
200%
|
Company’s Percentile Ranking within the Compensation Peer Group Based on Total Stockholder Return:
|
Below 30
th
Percentile
|
30
th
Percentile
|
50
th
Percentile
|
75
th
Percentile or Above
|
Percent Earned (of 25% of the Target Amount):
|
0%
|
50%
|
100%
|
200%
|
Company’s Percentile Ranking within the Index Return Group Based on Total Stockholder Return:
|
Below 30
th
Percentile
|
30
th
Percentile
|
50
th
Percentile
|
75
th
Percentile or Above
|
95
th
Percentile or Above
|
Percent Earned (of 50% of the Target Amount):
|
0%
|
50%
|
100%
(awards above 100% require a minimum 25% Total Stockholder Return of the Company)
|
200%
|
300%
|
4.
|
Special Provisions Related to Spin-Offs
.
|
5.
|
Vesting Provisions
.
|
6.
|
Special Earning and Vesting Provisions
.
|
10.
|
Restrictions on Transfer
.
|
(i)
|
Grantee understands that the Company may, in its discretion, impose restrictions on the sale, pledge, or other transfer of Restricted Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company, such restrictions are necessary or desirable to comply with the Securities Act, the securities laws of any State or any other law.
|
(ii)
|
Grantee is aware that Grantee’s investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss.
|
14.
|
Adjustments for Corporate Transactions and Other Events
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: May 3, 2016
|
/s/ BENJAMIN S. BUTCHER
|
|
Benjamin S. Butcher
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 3, 2016
|
/s/ WILLIAM R. CROOKER
|
|
William R. Crooker
Chief Financial Officer, Executive Vice President
and Treasurer
|
(1)
|
the Report, containing the financial statements, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of STAG Industrial, Inc.
|
Date: May 3, 2016
|
/s/ BENJAMIN S. BUTCHER
|
|
Benjamin S. Butcher
Chairman, Chief Executive Officer and President
|
|
|
|
/s/ WILLIAM R. CROOKER
|
|
William R. Crooker
Chief Financial Officer, Executive Vice President and Treasurer
|