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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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Emerging growth company
¨
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Class
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Outstanding at October 31, 2017
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Common Stock ($0.01 par value)
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94,082,595
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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 ($0.01 par value)
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3,000,000
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September 30, 2017
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December 31, 2016
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||||
Assets
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||||
Rental Property:
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||||
Land
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$
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321,365
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$
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272,162
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Buildings and improvements, net of accumulated depreciation of $234,349 and $187,413, respectively
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1,880,350
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1,550,141
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Deferred leasing intangibles, net of accumulated amortization of $273,602 and $237,456, respectively
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318,915
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294,533
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Total rental property, net
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2,520,630
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2,116,836
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Cash and cash equivalents
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11,040
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12,192
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Restricted cash
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3,547
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9,613
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Tenant accounts receivable, net
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30,591
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25,223
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Prepaid expenses and other assets
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27,721
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20,821
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Interest rate swaps
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2,270
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1,471
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Assets held for sale, net
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5,673
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—
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Total assets
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$
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2,601,472
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$
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2,186,156
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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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245,000
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$
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28,000
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Unsecured term loans, net
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446,066
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446,608
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Unsecured notes, net
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398,168
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397,966
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Mortgage notes, net
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58,695
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163,565
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Accounts payable, accrued expenses and other liabilities
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54,539
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35,389
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Interest rate swaps
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2,873
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2,438
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Tenant prepaid rent and security deposits
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18,765
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15,195
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Dividends and distributions payable
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11,516
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9,728
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Deferred leasing intangibles, net of accumulated amortization of $12,487 and $10,450, respective
ly
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21,127
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20,341
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Total liabilities
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1,256,749
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1,119,230
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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 B, 2,800,000 shares (liquidation preference of $25.00 per share) issued and outstanding at September 30, 2017 and December 31, 2016
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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 September 30, 2017 and December 31, 2016
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75,000
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75,000
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Common stock, par value $0.01 per share, 150,000,000 shares authorized, 93,862,783 and 80,352,304 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively
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939
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804
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Additional paid-in capital
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1,638,309
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1,293,706
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Common stock dividends in excess of earnings
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(489,078
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)
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(410,978
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)
|
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Accumulated other comprehensive loss
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(1,209
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)
|
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(1,496
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)
|
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Total stockholders’ equity
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1,293,961
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1,027,036
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Noncontrolling interest
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50,762
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39,890
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|
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Total equity
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1,344,723
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1,066,926
|
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Total liabilities and equity
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$
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2,601,472
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$
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2,186,156
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||||
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2017
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2016
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2017
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2016
|
||||||||
Revenue
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|||||
Rental income
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$
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65,673
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$
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53,511
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$
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186,621
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$
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156,575
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Tenant recoveries
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12,366
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8,911
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32,952
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26,807
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||||
Other income
|
105
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173
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|
|
244
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|
|
327
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|
||||
Total revenue
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78,144
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62,595
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219,817
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183,709
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||||
Expenses
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|||||
Property
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15,401
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11,258
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42,312
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35,672
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|
||||
General and administrative
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8,380
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7,603
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25,090
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26,373
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||||
Property acquisition costs
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1,386
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1,978
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4,684
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3,113
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|
||||
Depreciation and amortization
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38,186
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31,489
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110,286
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91,725
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|
||||
Loss on impairments
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—
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—
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—
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11,231
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|
||||
Loss on involuntary conversion
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—
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—
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330
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|
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—
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|
||||
Other expenses
|
58
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|
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279
|
|
|
1,502
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|
|
857
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|
||||
Total expenses
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63,411
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52,607
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184,204
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168,971
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|
||||
Other income (expense)
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|
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|||||
Interest income
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2
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3
|
|
|
10
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8
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|
||||
Interest expense
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(10,446
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)
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(10,504
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)
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(31,557
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)
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(31,841
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)
|
||||
Loss on extinguishment of debt
|
(13
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)
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—
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(15
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)
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(1,973
|
)
|
||||
Gain on the sales of rental property, net
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17,563
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|
643
|
|
|
19,225
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|
|
21,589
|
|
||||
Total other income (expense)
|
7,106
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(9,858
|
)
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(12,337
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)
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(12,217
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)
|
||||
Net income
|
$
|
21,839
|
|
|
$
|
130
|
|
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$
|
23,276
|
|
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$
|
2,521
|
|
Less: income (loss) attributable to noncontrolling interest after preferred stock dividends
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828
|
|
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(190
|
)
|
|
673
|
|
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(424
|
)
|
||||
Net income attributable to STAG Industrial, Inc.
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$
|
21,011
|
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$
|
320
|
|
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$
|
22,603
|
|
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$
|
2,945
|
|
Less: preferred stock dividends
|
2,449
|
|
|
4,001
|
|
|
7,345
|
|
|
10,914
|
|
||||
Less: amount allocated to participating securities
|
84
|
|
|
95
|
|
|
250
|
|
|
289
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
18,478
|
|
|
$
|
(3,776
|
)
|
|
$
|
15,008
|
|
|
$
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(8,258
|
)
|
Weighted average common shares outstanding — basic
|
92,786,852
|
|
|
71,130,848
|
|
|
87,632,167
|
|
|
68,984,670
|
|
||||
Weighted average common shares outstanding — diluted
|
93,434,974
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|
|
71,130,848
|
|
|
88,238,140
|
|
|
68,984,670
|
|
||||
Net income (loss) per share — basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) per share attributable to common stockholders — basic
|
$
|
0.20
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.12
|
)
|
Net income (loss) per share attributable to common stockholders — diluted
|
$
|
0.20
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.12
|
)
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
21,839
|
|
|
$
|
130
|
|
|
$
|
23,276
|
|
|
$
|
2,521
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Income (loss) on interest rate swaps
|
598
|
|
|
2,863
|
|
|
300
|
|
|
(14,028
|
)
|
||||
Other comprehensive income (loss)
|
598
|
|
|
2,863
|
|
|
300
|
|
|
(14,028
|
)
|
||||
Comprehensive income (loss)
|
22,437
|
|
|
2,993
|
|
|
23,576
|
|
|
(11,507
|
)
|
||||
(Income) loss attributable to noncontrolling interest after preferred stock dividends
|
(828
|
)
|
|
190
|
|
|
(673
|
)
|
|
424
|
|
||||
Other comprehensive (income) loss attributable to noncontrolling interest
|
(26
|
)
|
|
(140
|
)
|
|
(13
|
)
|
|
709
|
|
||||
Comprehensive income (loss) attributable to STAG Industrial, Inc.
|
$
|
21,583
|
|
|
$
|
3,043
|
|
|
$
|
22,890
|
|
|
$
|
(10,374
|
)
|
|
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
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2016
|
$
|
145,000
|
|
|
80,352,304
|
|
|
$
|
804
|
|
|
$
|
1,293,706
|
|
|
$
|
(410,978
|
)
|
|
$
|
(1,496
|
)
|
|
$
|
1,027,036
|
|
|
$
|
39,890
|
|
|
$
|
1,066,926
|
|
Proceeds from sales of common stock
|
—
|
|
|
13,165,996
|
|
|
132
|
|
|
339,492
|
|
|
—
|
|
|
—
|
|
|
339,624
|
|
|
—
|
|
|
339,624
|
|
||||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,746
|
)
|
|
—
|
|
|
—
|
|
|
(4,746
|
)
|
|
—
|
|
|
(4,746
|
)
|
||||||||
Dividends and distributions, net
|
(7,345
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,164
|
)
|
|
—
|
|
|
(100,509
|
)
|
|
(4,932
|
)
|
|
(105,441
|
)
|
||||||||
Non-cash compensation activity
|
—
|
|
|
43,492
|
|
|
—
|
|
|
2,911
|
|
|
(194
|
)
|
|
—
|
|
|
2,717
|
|
|
3,509
|
|
|
6,226
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
300,991
|
|
|
3
|
|
|
3,314
|
|
|
—
|
|
|
—
|
|
|
3,317
|
|
|
(3,317
|
)
|
|
—
|
|
||||||||
Issuance of units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,558
|
|
|
18,558
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3,632
|
|
|
—
|
|
|
—
|
|
|
3,632
|
|
|
(3,632
|
)
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
287
|
|
|
13
|
|
|
300
|
|
||||||||
Net income
|
7,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,258
|
|
|
—
|
|
|
22,603
|
|
|
673
|
|
|
23,276
|
|
||||||||
Balance, September 30, 2017
|
$
|
145,000
|
|
|
93,862,783
|
|
|
$
|
939
|
|
|
$
|
1,638,309
|
|
|
$
|
(489,078
|
)
|
|
$
|
(1,209
|
)
|
|
$
|
1,293,961
|
|
|
$
|
50,762
|
|
|
$
|
1,344,723
|
|
Nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2015
|
$
|
139,000
|
|
|
68,077,333
|
|
|
$
|
681
|
|
|
$
|
1,017,397
|
|
|
$
|
(332,271
|
)
|
|
$
|
(2,350
|
)
|
|
$
|
822,457
|
|
|
$
|
35,400
|
|
|
$
|
857,857
|
|
Proceeds from sales of common stock
|
—
|
|
|
4,201,500
|
|
|
42
|
|
|
100,672
|
|
|
—
|
|
|
—
|
|
|
100,714
|
|
|
—
|
|
|
100,714
|
|
||||||||
Issuance of series C preferred stock
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
—
|
|
|
75,000
|
|
||||||||
Offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,315
|
)
|
|
—
|
|
|
—
|
|
|
(4,315
|
)
|
|
—
|
|
|
(4,315
|
)
|
||||||||
Dividends and distributions, net
|
(10,914
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,436
|
)
|
|
—
|
|
|
(83,350
|
)
|
|
(4,118
|
)
|
|
(87,468
|
)
|
||||||||
Non-cash compensation activity
|
—
|
|
|
112,684
|
|
|
1
|
|
|
2,745
|
|
|
—
|
|
|
—
|
|
|
2,746
|
|
|
4,986
|
|
|
7,732
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
68,492
|
|
|
1
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|
(617
|
)
|
|
—
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
57
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,319
|
)
|
|
(13,319
|
)
|
|
(709
|
)
|
|
(14,028
|
)
|
||||||||
Net income (loss)
|
10,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,969
|
)
|
|
—
|
|
|
2,945
|
|
|
(424
|
)
|
|
2,521
|
|
||||||||
Balance, September 30, 2016
|
$
|
214,000
|
|
|
72,460,009
|
|
|
$
|
725
|
|
|
$
|
1,117,058
|
|
|
$
|
(412,676
|
)
|
|
$
|
(15,669
|
)
|
|
$
|
903,438
|
|
|
$
|
34,575
|
|
|
$
|
938,013
|
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
23,276
|
|
|
$
|
2,521
|
|
Adjustment to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
110,286
|
|
|
91,725
|
|
||
Loss on impairments
|
—
|
|
|
11,231
|
|
||
Loss on involuntary conversion
|
330
|
|
|
—
|
|
||
Non-cash portion of interest expense
|
1,465
|
|
|
1,208
|
|
||
Intangible amortization in rental income, net
|
3,873
|
|
|
4,751
|
|
||
Straight-line rent adjustments, net
|
(4,855
|
)
|
|
(2,205
|
)
|
||
Dividends on forfeited equity compensation
|
2
|
|
|
3
|
|
||
Loss on extinguishment of debt
|
15
|
|
|
1,973
|
|
||
Gain on the sales of rental property, net
|
(19,225
|
)
|
|
(21,589
|
)
|
||
Non-cash compensation expense
|
7,159
|
|
|
7,692
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Tenant accounts receivable, net
|
(955
|
)
|
|
(215
|
)
|
||
Restricted cash
|
483
|
|
|
(461
|
)
|
||
Prepaid expenses and other assets
|
(10,479
|
)
|
|
(7,375
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
5,572
|
|
|
8,128
|
|
||
Tenant prepaid rent and security deposits
|
3,570
|
|
|
518
|
|
||
Total adjustments
|
97,241
|
|
|
95,384
|
|
||
Net cash provided by operating activities
|
120,517
|
|
|
97,905
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of land and buildings and improvements
|
(405,790
|
)
|
|
(195,893
|
)
|
||
Additions of land and building and improvements
|
(27,539
|
)
|
|
(20,703
|
)
|
||
Proceeds from sales of rental property, net
|
43,454
|
|
|
50,301
|
|
||
Proceeds from insurance on involuntary conversion
|
857
|
|
|
—
|
|
||
Restricted cash
|
5,583
|
|
|
(469
|
)
|
||
Acquisition deposits, net
|
685
|
|
|
(1,315
|
)
|
||
Acquisitions of deferred leasing intangibles
|
(79,961
|
)
|
|
(51,937
|
)
|
||
Net cash used in investing activities
|
(462,711
|
)
|
|
(220,016
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from sale of series C preferred stock
|
—
|
|
|
75,000
|
|
||
Proceeds from unsecured credit facility
|
538,000
|
|
|
286,000
|
|
||
Repayment of unsecured credit facility
|
(321,000
|
)
|
|
(213,000
|
)
|
||
Repayment of mortgage notes
|
(105,027
|
)
|
|
(33,084
|
)
|
||
Payment of loan fees and costs
|
(1,170
|
)
|
|
(140
|
)
|
||
Payment of loan prepayment fees and costs
|
(15
|
)
|
|
(1,969
|
)
|
||
Dividends and distributions
|
(103,655
|
)
|
|
(86,890
|
)
|
||
Proceeds from sales of common stock
|
339,624
|
|
|
100,714
|
|
||
Repurchase and retirement of restricted stock
|
(969
|
)
|
|
—
|
|
||
Offering costs
|
(4,746
|
)
|
|
(4,258
|
)
|
||
Net cash provided by financing activities
|
341,042
|
|
|
122,373
|
|
||
Increase (decrease) in cash and cash equivalents
|
(1,152
|
)
|
|
262
|
|
||
Cash and cash equivalents—beginning of period
|
12,192
|
|
|
12,011
|
|
||
Cash and cash equivalents—end of period
|
$
|
11,040
|
|
|
$
|
12,273
|
|
Supplemental disclosure:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
30,476
|
|
|
$
|
29,127
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Issuance of units for acquisitions of land and building and improvements and deferred leasing intangibles
|
$
|
18,558
|
|
|
$
|
—
|
|
Acquisitions of land and buildings and improvements
|
$
|
(17,304
|
)
|
|
$
|
(3,392
|
)
|
Acquisitions of deferred leasing intangibles
|
$
|
(2,064
|
)
|
|
$
|
(938
|
)
|
Partial disposal of building due to involuntary conversion of building
|
$
|
363
|
|
|
$
|
492
|
|
Investing other receivables due to involuntary conversion of building
|
$
|
(363
|
)
|
|
$
|
(492
|
)
|
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities
|
$
|
(13,201
|
)
|
|
$
|
(1,587
|
)
|
Additions to building and other capital improvements from non-cash compensation
|
$
|
(24
|
)
|
|
$
|
(14
|
)
|
Assumption of mortgage notes
|
$
|
—
|
|
|
$
|
4,037
|
|
Fair market value adjustment to mortgage notes acquired
|
$
|
—
|
|
|
$
|
75
|
|
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities
|
$
|
30
|
|
|
$
|
6
|
|
Dividends and distributions declared but not paid
|
$
|
11,516
|
|
|
$
|
8,814
|
|
Effect of Revision As of and For the Three and Nine Months Ended September 30, 2016
|
|
As Previously Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Balance Sheet, September 30, 2016
|
|
|
|
|
|
|
||||||
Total equity
|
|
$
|
933,942
|
|
|
$
|
4,071
|
|
|
$
|
938,013
|
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Operations, Three Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
32,020
|
|
|
$
|
(531
|
)
|
|
$
|
31,489
|
|
Total expenses
|
|
$
|
53,138
|
|
|
$
|
(531
|
)
|
|
$
|
52,607
|
|
Net income (loss)
|
|
$
|
(401
|
)
|
|
$
|
531
|
|
|
$
|
130
|
|
Net income (loss) attributable to STAG Industrial, Inc.
|
|
$
|
(185
|
)
|
|
$
|
505
|
|
|
$
|
320
|
|
Net loss attributable to common stockholders
|
|
$
|
(4,281
|
)
|
|
$
|
505
|
|
|
$
|
(3,776
|
)
|
Net loss per share attributable to common stockholders — basic and diluted
|
|
$
|
(0.06
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Operations, Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
93,318
|
|
|
$
|
(1,593
|
)
|
|
$
|
91,725
|
|
Total expenses
|
|
$
|
170,564
|
|
|
$
|
(1,593
|
)
|
|
$
|
168,971
|
|
Net income
|
|
$
|
928
|
|
|
$
|
1,593
|
|
|
$
|
2,521
|
|
Net income attributable to STAG Industrial, Inc.
|
|
$
|
1,433
|
|
|
$
|
1,512
|
|
|
$
|
2,945
|
|
Net loss attributable to common stockholders
|
|
$
|
(9,770
|
)
|
|
$
|
1,512
|
|
|
$
|
(8,258
|
)
|
Net loss per share attributable to common stockholders — basic and diluted
|
|
$
|
(0.14
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive Income (Loss), Three Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
$
|
2,462
|
|
|
$
|
531
|
|
|
$
|
2,993
|
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive Income (Loss), Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||
Comprehensive loss
|
|
$
|
(13,100
|
)
|
|
$
|
1,593
|
|
|
$
|
(11,507
|
)
|
Rental Property (in thousands)
|
|
September 30, 2017
|
|
December 31, 2016
|
|
||||
Land
|
|
$
|
321,365
|
|
|
$
|
272,162
|
|
|
Buildings, net of accumulated depreciation of $152,575 and $125,971, respectivel
y
|
|
1,695,332
|
|
(1)
|
1,408,406
|
|
(1)
|
||
Tenant improvements, net of accumulated depreciation of $32,075 and $28,388, respectively
|
|
30,895
|
|
|
24,974
|
|
|
||
Building and land improvements, net of accumulated depreciation of $49,699 and $33,054, respectivel
y
|
|
134,607
|
|
|
107,463
|
|
|
||
Construction in progress
|
|
19,516
|
|
|
9,298
|
|
|
||
Deferred leasing intangibles, net of accumulated amortization of $273,602 and $237,456, respectively
|
|
318,915
|
|
|
294,533
|
|
|
||
Total rental property, net
|
|
$
|
2,520,630
|
|
|
$
|
2,116,836
|
|
|
(1)
|
Includes
one
building in redevelopment.
|
Location of Property
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
(in thousands) |
||||
Jacksonville, FL
|
|
1,025,720
|
|
|
4
|
|
|
$
|
34,264
|
|
Sparks, NV
|
|
174,763
|
|
|
1
|
|
|
8,380
|
|
|
Salisbury, NC
|
|
288,000
|
|
|
1
|
|
|
8,250
|
|
|
Franklin Township, NJ
|
|
183,000
|
|
|
1
|
|
|
12,800
|
|
|
Milford, CT
|
|
200,000
|
|
|
1
|
|
|
12,762
|
|
|
Bedford Heights, OH
|
|
173,034
|
|
|
1
|
|
|
7,622
|
|
|
Redford, MI
|
|
135,728
|
|
|
1
|
|
|
7,769
|
|
|
Warren, MI
|
|
154,377
|
|
|
1
|
|
|
7,940
|
|
|
Three months ended March 31, 2017
|
|
2,334,622
|
|
|
11
|
|
|
99,787
|
|
|
Waukegan, IL
|
|
261,075
|
|
|
2
|
|
|
13,850
|
|
|
Gaffney, SC
|
|
226,968
|
|
|
1
|
|
|
7,200
|
|
|
Dayton, OH
|
|
569,966
|
|
|
1
|
|
|
29,750
|
|
|
Belvidere, IL
|
|
336,204
|
|
|
1
|
|
|
22,867
|
|
|
San Diego, CA
|
|
205,440
|
|
|
1
|
|
|
19,362
|
|
|
Edwardsville, KS
|
|
270,869
|
|
|
1
|
|
|
16,270
|
|
|
Pedricktown, NJ
|
|
245,749
|
|
|
1
|
|
|
16,000
|
|
|
Walton, KY
|
|
224,921
|
|
|
1
|
|
|
11,450
|
|
|
Rock Hill, SC
|
|
275,000
|
|
|
1
|
|
|
6,675
|
|
|
Laredo, TX
|
|
206,810
|
|
|
1
|
|
|
13,500
|
|
|
Clinton, PA
|
|
297,200
|
|
|
1
|
|
|
23,650
|
|
|
Batavia, IL
|
|
102,500
|
|
|
1
|
|
|
5,900
|
|
|
Wallingford, CT
|
|
105,000
|
|
|
1
|
|
|
8,200
|
|
|
Rockwall, TX
|
|
389,546
|
|
|
1
|
|
|
28,600
|
|
|
Houston, TX
|
|
232,800
|
|
|
3
|
|
|
25,000
|
|
|
Lebanon, PA
|
|
211,358
|
|
|
1
|
|
|
7,950
|
|
|
Maple Grove, MN
|
|
108,628
|
|
|
1
|
|
|
10,031
|
|
|
Romulus, MI
|
|
303,760
|
|
|
1
|
|
|
19,351
|
|
|
Three months ended June 30, 2017
|
|
4,573,794
|
|
|
21
|
|
|
285,606
|
|
|
Stone Mountain, GA
|
|
78,000
|
|
|
1
|
|
|
4,175
|
|
|
York, PA
|
|
382,886
|
|
|
1
|
|
|
18,981
|
|
|
Pittston, PA
|
|
437,446
|
|
|
1
|
|
|
23,950
|
|
|
O'Fallon, MO
|
|
109,854
|
|
|
1
|
|
|
5,740
|
|
|
Belleville, MI
|
|
160,464
|
|
|
1
|
|
|
8,641
|
|
|
Columbus, OH
|
|
147,645
|
|
|
1
|
|
|
6,954
|
|
|
Groveport, OH
|
|
320,657
|
|
|
1
|
|
|
13,643
|
|
|
Las Vegas, NV
|
|
34,916
|
|
|
1
|
|
|
4,642
|
|
|
Mooresville, NC
|
|
499,200
|
|
|
1
|
|
|
25,750
|
|
|
Swedesboro, NJ
|
|
123,962
|
|
|
1
|
|
|
7,250
|
|
|
Three months ended September 30, 2017
|
|
2,295,030
|
|
|
10
|
|
|
119,726
|
|
|
Nine months ended September 30, 2017
|
|
9,203,446
|
|
|
42
|
|
|
$
|
505,119
|
|
Acquired Assets and Liabilities
|
|
Purchase Price (in thousands)
|
|
Weighted Average Amortization Period (years) of Intangibles at Acquisition
|
||
Land
|
|
$
|
52,453
|
|
|
N/A
|
Buildings
|
|
335,391
|
|
|
N/A
|
|
Tenant improvements
|
|
8,288
|
|
|
N/A
|
|
Building and land improvements
|
|
26,962
|
|
|
N/A
|
|
Deferred leasing intangibles - In-place leases
|
|
51,444
|
|
|
8.3
|
|
Deferred leasing intangibles - Tenant relationships
|
|
21,749
|
|
|
10.7
|
|
Deferred leasing intangibles - Above market leases
|
|
13,063
|
|
|
10.8
|
|
Deferred leasing intangibles - Below market leases
|
|
(4,231
|
)
|
|
8.8
|
|
Total purchase price
|
|
$
|
505,119
|
|
|
|
Results of Operations (in thousands)
|
|
Three months ended September 30, 2017
|
|
Nine months ended September 30, 2017
|
||||
Total revenue
|
|
$
|
9,206
|
|
|
$
|
14,817
|
|
Property acquisition costs
|
|
$
|
1,309
|
|
|
$
|
4,517
|
|
Net income (loss)
|
|
$
|
332
|
|
|
$
|
(2,767
|
)
|
Pro Forma (in thousands)
(1)
|
|
Nine months ended September 30, 2017
|
|
Nine months ended September 30, 2016
|
||||
Total revenue
|
|
$
|
237,683
|
|
|
$
|
223,024
|
|
Net income (loss)
(2)
|
|
$
|
30,745
|
|
|
$
|
(8,418
|
)
|
Net income (loss) attributable to common stockholders
|
|
$
|
22,161
|
|
|
$
|
(18,643
|
)
|
(1)
|
The unaudited pro forma information for the
nine
months ended
September 30, 2017
and
September 30, 2016
is presented as if the buildings acquired during the
nine
months ended
September 30, 2017
and
September 30, 2016
were completed on January 1,
2016
and January 1,
2015
, respectively.
|
(2)
|
The net income for the
nine
months ended
September 30, 2017
excludes approximately
$4.5 million
of property acquisition costs related to the acquisition of buildings that closed during the
nine
months ended
September 30, 2017
, and the net loss for the
nine
months ended
September 30, 2016
was adjusted to include these acquisition costs. Net loss for the
nine
months ended
September 30, 2016
excludes approximately
$2.7 million
of property acquisition costs related to the acquisition of buildings that closed during the
nine
months ended
September 30, 2016
.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Deferred Leasing Intangibles (in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Above market leases
|
|
$
|
79,614
|
|
|
$
|
(36,310
|
)
|
|
$
|
43,304
|
|
|
$
|
70,668
|
|
|
$
|
(32,868
|
)
|
|
$
|
37,800
|
|
Other intangible lease assets
|
|
512,903
|
|
|
(237,292
|
)
|
|
275,611
|
|
|
461,321
|
|
|
(204,588
|
)
|
|
256,733
|
|
||||||
Total deferred leasing intangible assets
|
|
$
|
592,517
|
|
|
$
|
(273,602
|
)
|
|
$
|
318,915
|
|
|
$
|
531,989
|
|
|
$
|
(237,456
|
)
|
|
$
|
294,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below market leases
|
|
$
|
33,614
|
|
|
$
|
(12,487
|
)
|
|
$
|
21,127
|
|
|
$
|
30,791
|
|
|
$
|
(10,450
|
)
|
|
$
|
20,341
|
|
Total deferred leasing intangible liabilities
|
|
$
|
33,614
|
|
|
$
|
(12,487
|
)
|
|
$
|
21,127
|
|
|
$
|
30,791
|
|
|
$
|
(10,450
|
)
|
|
$
|
20,341
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Deferred Leasing Intangibles Amortization (in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net decrease to rental income related to above and below market lease amortization
|
|
$
|
1,318
|
|
|
$
|
1,564
|
|
|
$
|
3,873
|
|
|
$
|
4,751
|
|
Amortization expense related to other intangible lease assets
|
|
$
|
17,934
|
|
|
$
|
16,594
|
|
|
$
|
53,747
|
|
|
$
|
48,853
|
|
Year
|
|
Amortization Expense Related to Other Intangible Lease Assets (in thousands)
|
|
Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
|
||||
Remainder of 2017
|
|
$
|
18,040
|
|
|
$
|
1,322
|
|
2018
|
|
$
|
62,037
|
|
|
$
|
4,330
|
|
2019
|
|
$
|
47,856
|
|
|
$
|
3,736
|
|
2020
|
|
$
|
37,759
|
|
|
$
|
3,326
|
|
2021
|
|
$
|
27,703
|
|
|
$
|
1,945
|
|
Loan
|
|
Principal Outstanding as of September 30, 2017 (in thousands)
|
|
Principal Outstanding as of December 31, 2016 (in thousands)
|
|
Interest
Rate (1) |
|
Maturity Date
|
|
Prepayment Terms
(2)
|
|||||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Credit Facility
(3)
|
|
$
|
245,000
|
|
|
$
|
28,000
|
|
|
L + 1.15%
|
|
|
Dec-18-2019
|
|
i
|
Total unsecured credit facility
|
|
245,000
|
|
|
28,000
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Term Loan C
|
|
150,000
|
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Sep-29-2020
|
|
i
|
||
Unsecured Term Loan B
|
|
150,000
|
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Mar-21-2021
|
|
i
|
||
Unsecured Term Loan A
|
|
150,000
|
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Mar-31-2022
|
|
i
|
||
Unsecured Term Loan D
(4)
|
|
—
|
|
|
—
|
|
|
L + 1.30%
|
|
|
Jan-04-2023
|
|
i
|
||
Total unsecured term loans
|
|
450,000
|
|
|
450,000
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(3,934
|
)
|
|
(3,392
|
)
|
|
|
|
|
|
|
|
||
Total carrying value unsecured term loans
|
|
446,066
|
|
|
446,608
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
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 deferred financing fees and debt issuance costs
|
|
(1,832
|
)
|
|
(2,034
|
)
|
|
|
|
|
|
|
|
||
Total carrying value unsecured notes
|
|
398,168
|
|
|
397,966
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Union Fidelity Life Insurance Company
|
|
—
|
|
|
5,384
|
|
|
5.81
|
%
|
|
Apr-30-2017
|
|
iii
|
||
Webster Bank, National Association
|
|
—
|
|
|
2,853
|
|
|
3.66
|
%
|
|
May-29-2017
|
|
iv
|
||
Webster Bank, National Association
|
|
—
|
|
|
3,073
|
|
|
3.64
|
%
|
|
May-31-2017
|
|
iv
|
||
Wells Fargo, National Association
|
|
—
|
|
|
4,043
|
|
|
5.90
|
%
|
|
Aug-1-2017
|
|
v
|
||
Connecticut General Life Insurance Company -1 Facility
|
|
—
|
|
|
35,320
|
|
|
6.50
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Connecticut General Life Insurance Company -2 Facility
|
|
—
|
|
|
36,892
|
|
|
5.75
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Connecticut General Life Insurance Company -3 Facility
|
|
—
|
|
|
16,141
|
|
|
5.88
|
%
|
|
Feb-1-2018
|
|
vi
|
||
Wells Fargo Bank, National Association CMBS Loan
|
|
55,366
|
|
|
56,608
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
vii
|
||
Thrivent Financial for Lutherans
|
|
3,933
|
|
|
4,012
|
|
|
4.78
|
%
|
|
Dec-15-2023
|
|
iv
|
||
Total mortgage notes
|
|
59,299
|
|
|
164,326
|
|
|
|
|
|
|
|
|
||
Total unamortized fair market value premiums
|
|
63
|
|
|
112
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(667
|
)
|
|
(873
|
)
|
|
|
|
|
|
|
|
||
Total carrying value mortgage notes
|
|
58,695
|
|
|
163,565
|
|
|
|
|
|
|
|
|
||
Total / weighted average interest rate
(5)
|
|
$
|
1,147,929
|
|
|
$
|
1,036,139
|
|
|
3.44
|
%
|
|
|
|
|
(1)
|
Interest rate as of
September 30, 2017
. At
September 30, 2017
, the one-month LIBOR (“L”) was
1.23222%
. The interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any 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
two
months prior to the maturity date; (iv) pre-payable without penalty
three
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
. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately
$1.7 million
and
$2.3 million
is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of
September 30, 2017
and
December 31, 2016
, respectively.
|
(4)
|
Capacity of
$150.0 million
, which the Company has until July 27, 2018 to draw.
|
(5)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the current notional amount of
$450.0 million
of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Principal Outstanding
|
|
Fair Value
|
|
Principal Outstanding
|
|
Fair Value
|
||||||||
Unsecured credit facility
|
|
$
|
245,000
|
|
|
$
|
245,000
|
|
|
$
|
28,000
|
|
|
$
|
28,000
|
|
Unsecured term loans
|
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
||||
Unsecured notes
|
|
400,000
|
|
|
417,210
|
|
|
400,000
|
|
|
399,091
|
|
||||
Mortgage notes
|
|
59,299
|
|
|
60,788
|
|
|
164,326
|
|
|
166,099
|
|
||||
Total principal amount
|
|
1,154,299
|
|
|
$
|
1,172,998
|
|
|
1,042,326
|
|
|
$
|
1,043,190
|
|
||
Add: Total unamortized fair market value premiums
|
|
63
|
|
|
|
|
112
|
|
|
|
||||||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(6,433
|
)
|
|
|
|
(6,299
|
)
|
|
|
||||||
Total carrying value
|
|
$
|
1,147,929
|
|
|
|
|
$
|
1,036,139
|
|
|
|
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
|
|||||
Regions Bank
|
|
Mar-01-2013
|
|
Mar-01-2013
|
|
$
|
25,000
|
|
|
$
|
194
|
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
(25
|
)
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
(26
|
)
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(196
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
255
|
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
497
|
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
354
|
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
247
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
148
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
52
|
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
50
|
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(1,550
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
19
|
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(196
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(413
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(467
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
75
|
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Royal Bank of Canada
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
76
|
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Wells Fargo, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
76
|
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
75
|
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
50,000
|
|
|
$
|
152
|
|
|
1.8475
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Balance Sheet Line Item (in thousands)
|
|
Notional Amount September 30, 2017
|
|
Fair Value
September 30, 2017 |
|
Notional Amount December 31, 2016
|
|
Fair Value December 31, 2016
|
||||||||
Interest rate swaps-Asset
|
|
$
|
400,000
|
|
|
$
|
2,270
|
|
|
$
|
300,000
|
|
|
$
|
1,471
|
|
Interest rate swaps-Liability
|
|
$
|
325,000
|
|
|
$
|
(2,873
|
)
|
|
$
|
375,000
|
|
|
$
|
(2,438
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Amount of income (loss) recognized in accumulated other comprehensive loss on interest rate swaps (effective portion)
|
|
$
|
316
|
|
|
$
|
2,159
|
|
|
$
|
(1,126
|
)
|
|
$
|
(16,206
|
)
|
Amount of loss reclassified from accumulated other comprehensive loss into income (loss) as interest expense (effective portion)
|
|
$
|
282
|
|
|
$
|
704
|
|
|
$
|
1,426
|
|
|
$
|
2,178
|
|
Amount of gain recognized in interest expense (ineffective portion)
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of
September 30, 2017 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value
September 30, 2017 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
2,270
|
|
|
$
|
—
|
|
|
$
|
2,270
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(2,873
|
)
|
|
$
|
—
|
|
|
$
|
(2,873
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of
December 31, 2016 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
1,471
|
|
|
$
|
—
|
|
|
$
|
1,471
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(2,438
|
)
|
|
$
|
—
|
|
|
$
|
(2,438
|
)
|
|
$
|
—
|
|
Preferred Stock Issuances
|
|
Issuance Date
|
|
Number of Shares
|
|
Liquidation Value Per Share
|
|
Interest Rate
|
||||
6.625% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock")
|
|
April 16, 2013
|
|
2,800,000
|
|
|
$
|
25.00
|
|
|
6.625
|
%
|
6.875% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock")
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
Quarter Ended 2017
|
|
Declaration Date
|
|
Series B
Preferred Stock Per Share |
|
Series C
Preferred Stock Per Share |
|
Payment Date
|
||||
September 30
|
|
July 31, 2017
|
|
$
|
0.4140625
|
|
|
$
|
0.4296875
|
|
|
September 29, 2017
|
June 30
|
|
May 1, 2017
|
|
0.4140625
|
|
|
0.4296875
|
|
|
June 30, 2017
|
||
March 31
|
|
February 15, 2017
|
|
0.4140625
|
|
|
0.4296875
|
|
|
March 31, 2017
|
||
Total
|
|
|
|
$
|
1.2421875
|
|
|
$
|
1.2890625
|
|
|
|
Quarter Ended 2016
|
|
Declaration Date
|
|
Series A Preferred Stock Per Share
|
|
Series B Preferred Stock Per Share
|
|
Series C Preferred Stock Per Share
|
|
Payment Date
|
||||||
December 31
|
|
November 2, 2016
|
(1)
|
$
|
0.19375
|
|
(1)
|
$
|
0.4140625
|
|
|
$
|
0.4296875
|
|
|
December 30, 2016
|
September 30
|
|
August 1, 2016
|
|
0.56250
|
|
|
0.4140625
|
|
|
0.4296875
|
|
|
September 30, 2016
|
|||
June 30
|
|
May 2, 2016
|
|
0.56250
|
|
|
0.4140625
|
|
|
0.4965300
|
|
(2)
|
June 30, 2016
|
|||
March 31
|
|
February 22, 2016
|
|
0.56250
|
|
|
0.4140625
|
|
|
—
|
|
|
March 31, 2016
|
|||
Total
|
|
|
|
$
|
1.88125
|
|
|
$
|
1.6562500
|
|
|
$
|
1.3559050
|
|
|
|
(1)
|
On November 2, 2016, the Company redeemed all of the outstanding shares of the 9.0% Series A Cumulative Redeemable Preferred Stock, at a cash redemption price of
$25.00
per share, plus accrued and unpaid dividends to but excluding the redemption date, without interest.
|
(2)
|
Dividends for the Series C Preferred Stock were accrued and cumulative from and including March 17, 2016 to the first payment date on June 30, 2016.
|
ATM Stock Offering Program
|
|
Date
|
|
Maximum Aggregate Offering Price (in thousands)
|
|
Aggregate Common Stock Available as of
September 30, 2017 (in thousands) |
||||
2017 $300 million ATM
|
|
April 7, 2017
|
|
$
|
300,000
|
|
|
$
|
77,592
|
|
|
|
Nine months ended September 30, 2017
|
|||||||||||||||||
ATM Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Gross
Proceeds |
|
Sales
Agents’ Fee |
|
Net
Proceeds |
|||||||||
2017 $300 million ATM
|
|
8,366,212
|
|
|
$
|
26.58
|
|
|
$
|
222,408
|
|
|
$
|
2,666
|
|
|
$
|
219,742
|
|
2016 $228 million ATM
(1)
|
|
4,799,784
|
|
|
$
|
24.42
|
|
|
$
|
117,216
|
|
|
$
|
1,604
|
|
|
$
|
115,612
|
|
Total/weighted average
|
|
13,165,996
|
|
|
$
|
25.80
|
|
|
$
|
339,624
|
|
|
$
|
4,270
|
|
|
$
|
335,354
|
|
(1)
|
This program ended before
September 30, 2017
.
|
|
|
Year ended December 31, 2016
|
|||||||||||||||||
ATM Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Gross
Proceeds |
|
Sales
Agents’ Fee |
|
Net
Proceeds |
|||||||||
2016 $228 million ATM
(1)
|
|
4,763,838
|
|
|
$
|
23.28
|
|
|
$
|
110,887
|
|
|
$
|
1,550
|
|
|
$
|
109,337
|
|
2016 $200 million ATM
(1)
|
|
7,326,200
|
|
|
$
|
23.45
|
|
|
171,782
|
|
|
2,429
|
|
|
169,353
|
|
|||
Total/weighted average
|
|
12,090,038
|
|
|
$
|
23.38
|
|
|
$
|
282,669
|
|
|
$
|
3,979
|
|
|
$
|
278,690
|
|
(1)
|
These programs ended before
September 30, 2017
.
|
Month Ended 2017
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
December 31
|
|
July 31, 2017
|
|
December 29, 2017
|
|
$
|
0.117500
|
|
|
January 16, 2018
|
November 30
|
|
July 31, 2017
|
|
November 30, 2017
|
|
0.117500
|
|
|
December 15, 2017
|
|
October 31
|
|
July 31, 2017
|
|
October 31, 2017
|
|
0.117500
|
|
|
November 15, 2017
|
|
September 30
|
|
May 1, 2017
|
|
September 29, 2017
|
|
0.117500
|
|
|
October 16, 2017
|
|
August 31
|
|
May 1, 2017
|
|
August 31, 2017
|
|
0.117500
|
|
|
September 15, 2017
|
|
July 31
|
|
May 1, 2017
|
|
July 31, 2017
|
|
0.117500
|
|
|
August 15, 2017
|
|
June 30
|
|
February 15, 2017
|
|
June 30, 2017
|
|
0.116667
|
|
|
July 17, 2017
|
|
May 31
|
|
February 15, 2017
|
|
May 31, 2017
|
|
0.116667
|
|
|
June 15, 2017
|
|
April 30
|
|
February 15, 2017
|
|
April 28, 2017
|
|
0.116667
|
|
|
May 15, 2017
|
|
March 31
|
|
November 2, 2016
|
|
March 31, 2017
|
|
0.116667
|
|
|
April 17, 2017
|
|
February 28
|
|
November 2, 2016
|
|
February 28, 2017
|
|
0.116667
|
|
|
March 15, 2017
|
|
January 31
|
|
November 2, 2016
|
|
January 31, 2017
|
|
0.116667
|
|
|
February 15, 2017
|
|
Total
|
|
|
|
|
|
$
|
1.405002
|
|
|
|
Month Ended 2016
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
December 31
|
|
August 1, 2016
|
|
December 30, 2016
|
|
$
|
0.115833
|
|
|
January 17, 2017
|
November 30
|
|
August 1, 2016
|
|
November 30, 2016
|
|
0.115833
|
|
|
December 15, 2016
|
|
October 31
|
|
August 1, 2016
|
|
October 31, 2016
|
|
0.115833
|
|
|
November 15, 2016
|
|
September 30
|
|
May 2, 2016
|
|
September 30, 2016
|
|
0.115833
|
|
|
October 17, 2016
|
|
August 31
|
|
May 2, 2016
|
|
August 31, 2016
|
|
0.115833
|
|
|
September 15, 2016
|
|
July 31
|
|
May 2, 2016
|
|
July 29, 2016
|
|
0.115833
|
|
|
August 15, 2016
|
|
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
|
|
|
|
|
|
$
|
1.389996
|
|
|
|
Unvested Restricted Shares of Common Stock
|
|
Shares
|
|
|
Balance at December 31, 2015
|
|
271,115
|
|
|
Granted
|
|
101,289
|
|
(1)
|
Vested
|
|
(98,746
|
)
|
|
Forfeited
|
|
(1,321
|
)
|
|
Balance at December 31, 2016
|
|
272,337
|
|
|
Granted
|
|
75,001
|
|
(2)
|
Vested
|
|
(109,209
|
)
|
|
Forfeited
|
|
(922
|
)
|
|
Balance at September 30, 2017
|
|
237,207
|
|
|
(1)
|
The grant date fair value per share was
$17.98
.
|
(2)
|
The grant date fair value per share was
$24.41
.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Vested restricted shares of common stock
|
|
—
|
|
|
—
|
|
|
109,209
|
|
|
98,746
|
|
||||
Fair value of vested restricted shares of common stock (in thousands)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,591
|
|
|
$
|
1,813
|
|
|
LTIP Units
|
|
Other
Common Units
|
|
Total
Noncontrolling Common Units
|
|
Noncontrolling Interest
|
||||
Balance at December 31, 2015
|
1,610,105
|
|
|
1,915,872
|
|
|
3,525,977
|
|
|
4.9
|
%
|
Granted/Issued
|
176,396
|
|
|
—
|
|
|
176,396
|
|
|
N/A
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Conversions from LTIP units to Other Common Units
|
(209,985
|
)
|
|
209,985
|
|
|
—
|
|
|
N/A
|
|
Redemptions from Other Common Units to common stock
|
—
|
|
|
(68,492
|
)
|
|
(68,492
|
)
|
|
N/A
|
|
Balance at December 31, 2016
|
1,576,516
|
|
|
2,057,365
|
|
|
3,633,881
|
|
|
4.3
|
%
|
Granted/Issued
|
126,239
|
|
|
687,827
|
|
|
814,066
|
|
|
N/A
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Conversions from LTIP units to Other Common Units
|
(231,816
|
)
|
|
231,816
|
|
|
—
|
|
|
N/A
|
|
Redemptions from Other Common Units to common stock
|
—
|
|
|
(300,991
|
)
|
|
(300,991
|
)
|
|
N/A
|
|
Balance at September 30, 2017
|
1,470,939
|
|
|
2,676,017
|
|
|
4,146,956
|
|
|
4.2
|
%
|
LTIP Units
|
|
Assumptions
|
|||
Grant date
|
|
January 6, 2017
|
|
|
|
Expected term (years)
|
|
10
|
|
|
|
Expected volatility
|
|
23.0
|
%
|
|
|
Expected dividend yield
|
|
6.0
|
%
|
|
|
Risk-free interest rate
|
|
1.61
|
%
|
|
|
Fair value of LTIP units at issuance (in thousands)
|
|
$
|
2,924
|
|
|
LTIP units at issuance
|
|
126,239
|
|
|
|
Fair value unit price per LTIP unit at issuance
|
|
$
|
23.16
|
|
|
Unvested LTIP Units
|
|
LTIP Units
|
|
Balance at December 31, 2015
|
|
534,910
|
|
Granted
|
|
176,396
|
|
Vested
|
|
(307,883
|
)
|
Forfeited
|
|
—
|
|
Balance at December 31, 2016
|
|
403,423
|
|
Granted
|
|
126,239
|
|
Vested
|
|
(157,816
|
)
|
Forfeited
|
|
—
|
|
Balance at September 30, 2017
|
|
371,846
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Vested LTIP units
|
|
44,942
|
|
|
45,874
|
|
|
157,816
|
|
|
262,025
|
|
||||
Fair value of vested LTIP units (in thousands)
|
|
$
|
1,235
|
|
|
$
|
1,124
|
|
|
$
|
4,146
|
|
|
$
|
5,306
|
|
Performance Units
|
|
Assumptions
|
||
Grant date
|
|
January 6, 2017
|
|
|
Expected volatility
|
|
23.0
|
%
|
|
Expected dividend yield
|
|
6.0
|
%
|
|
Risk-free interest rate
|
|
1.61
|
%
|
|
Fair value of performance units grant (in thousands)
|
|
$
|
2,882
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
||||||||||||
Non-Cash Compensation Expense (in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Restricted shares of common stock
|
|
$
|
594
|
|
|
$
|
533
|
|
|
$
|
1,776
|
|
|
$
|
1,625
|
|
|
LTIP units
|
|
1,167
|
|
|
1,099
|
|
|
3,508
|
|
|
4,992
|
|
(1)
|
||||
Performance-based Compensation Plans
|
|
536
|
|
|
322
|
|
|
1,610
|
|
|
816
|
|
|
||||
Board of directors compensation
(2)
|
|
87
|
|
|
89
|
|
|
265
|
|
|
259
|
|
|
||||
Total non-cash compensation expense
|
|
$
|
2,384
|
|
|
$
|
2,043
|
|
|
$
|
7,159
|
|
|
$
|
7,692
|
|
|
(1)
|
Inclusive of approximately
$1.6 million
of non-cash compensation expense during the
nine
months ended
September 30, 2016
associated with the severance cost of a former executive officer.
|
(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 and nine
months ended
September 30, 2017
and
September 30, 2016
. 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.
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Earnings Per Share (in thousands, except share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
21,839
|
|
|
$
|
130
|
|
|
$
|
23,276
|
|
|
$
|
2,521
|
|
Less: preferred stock dividends
|
2,449
|
|
|
4,001
|
|
|
7,345
|
|
|
10,914
|
|
||||
Less: amount allocated to participating securities
|
84
|
|
|
95
|
|
|
250
|
|
|
289
|
|
||||
Less: income (loss) attributable to noncontrolling interest after preferred stock dividends
|
828
|
|
|
(190
|
)
|
|
673
|
|
|
(424
|
)
|
||||
Net income (loss) attributable to common stockholders
|
$
|
18,478
|
|
|
$
|
(3,776
|
)
|
|
$
|
15,008
|
|
|
$
|
(8,258
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding — basic
|
92,786,852
|
|
|
71,130,848
|
|
|
87,632,167
|
|
|
68,984,670
|
|
||||
Effect of dilutive securities
(1)
|
|
|
|
|
|
|
|
||||||||
Unvested shares of restricted common stock
|
108,417
|
|
|
—
|
|
|
96,836
|
|
|
—
|
|
||||
Unvested Performance-based Compensation Plans
|
539,705
|
|
|
—
|
|
|
509,137
|
|
|
—
|
|
||||
Weighted average common shares outstanding — diluted
|
93,434,974
|
|
|
71,130,848
|
|
|
88,238,140
|
|
|
68,984,670
|
|
||||
Net income (loss) per share — basic and diluted
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to common stockholders — basic
|
$
|
0.20
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.12
|
)
|
Net income (loss) per share attributable to common stockholders — diluted
|
$
|
0.20
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.12
|
)
|
(1)
|
During the
three and nine
months ended
September 30, 2016
, there were
272,337
and
277,720
, respectively, unvested shares of restricted common stock on a weighted average basis that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period. During the
three and nine
months ended
September 30, 2016
, there were
278,788
and
210,617
, respectively, unvested Performance-based Compensation Plans on a weighted average basis that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.
|
•
|
the factors included in our Annual Report on Form 10-K for the year ended December 31, 2016, as updated elsewhere 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 and interpretations of those laws and regulations, including changes in real estate and zoning laws or real estate investment trust (“REIT”) or corporate income 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.
|
Economic Indicators
(1)
|
|
September 30, 2017
|
|
June 30, 2017
|
|
March 31, 2017
|
|
December 31, 2016
|
|
September 30, 2016
|
GDP Growth Rate
|
|
3.0%
|
|
3.1%
|
|
1.2%
|
|
1.8%
|
|
2.8%
|
Unemployment Rate
|
|
4.2%
|
|
4.4%
|
|
4.5%
|
|
4.7%
|
|
4.9%
|
Change in Non-Farm Employment (in thousands)
|
|
(33)
|
|
210
|
|
50
|
|
155
|
|
249
|
Consumer Confidence Index
|
|
119.8
|
|
118.9
|
|
125.6
|
|
113.3
|
|
104.1
|
ISM
(2)
|
|
60.8%
|
|
57.8%
|
|
57.2%
|
|
54.5%
|
|
51.7%
|
10-year Treasury Yield
|
|
2.33%
|
|
2.31%
|
|
2.40%
|
|
2.45%
|
|
1.60%
|
Seasonally Adjusted Annualized Rate US Total Vehicle Sales (in thousands)
|
|
18,469
|
|
16,608
|
|
16,719
|
|
18,051
|
|
17,650
|
Manufacturing New Orders: Durable Goods (in millions)
|
|
238,695
|
|
245,705
|
|
232,817
|
|
223,681
|
|
220,333
|
(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 U.S. 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.
|
Operating Portfolio
|
|
Square Feet
|
|
Cash
Basis Rent Per Square Foot |
|
GAAP Basis Rent Per
Square Foot |
|
Total Turnover Costs Per
Square Foot (1) |
|
Cash
Rent Change (2) |
|
GAAP Rent Change
(3)
|
|
Weighted Average Lease
Term (4) (years) |
|
Rental Concessions per Square Foot
(5)
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Three months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New Leases
(6)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|
$
|
—
|
|
Renewal Leases
(7)
|
|
2,000,753
|
|
|
3.97
|
|
|
4.11
|
|
|
0.62
|
|
|
10.5
|
%
|
|
18.7
|
%
|
|
4.7
|
|
|
0.06
|
|
||||
Total/weighted average
|
|
2,000,753
|
|
|
$
|
3.97
|
|
|
$
|
4.11
|
|
|
$
|
0.62
|
|
|
10.5
|
%
|
|
18.7
|
%
|
|
4.7
|
|
|
$
|
0.06
|
|
Nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New Leases
(6)
|
|
1,289,221
|
|
|
$
|
4.19
|
|
|
$
|
4.35
|
|
|
$
|
1.78
|
|
|
4.3
|
%
|
|
8.6
|
%
|
|
4.3
|
|
|
$
|
0.12
|
|
Renewal Leases
(7)
|
|
7,542,279
|
|
|
3.85
|
|
|
4.00
|
|
|
0.64
|
|
|
2.8
|
%
|
|
10.8
|
%
|
|
5.4
|
|
|
0.33
|
|
||||
Total/weighted average
|
|
8,831,500
|
|
|
$
|
3.90
|
|
|
$
|
4.05
|
|
|
$
|
0.80
|
|
|
3.0
|
%
|
|
10.5
|
%
|
|
5.2
|
|
|
$
|
0.30
|
|
(1)
|
We define Turnover Costs as 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)
|
We define Cash Basis Rent Change as the percentage change in base rent (excluding straight-line rent adjustments and above/below market lease amortization as required by GAAP) of the Comparable Lease.
We define a Comparable Lease as a lease with a similar lease structure as compared to the previous in-place lease, excluding new leases for space that was not occupied under our ownership, leases on space with downtime in excess of two years, leases with materially different lease structures,
leases associated with known vacates at the time of acquisition, and leases with credit-related modifications
.
|
(3)
|
We define GAAP Rent Change as the percentage change in the average base rent over the contractual lease term (excluding above/below market lease amortization) of the Comparable Lease.
|
(4)
|
We define Weighted Average Lease Term as the contractual lease term in years as of the lease start date weighted by square footage.
|
(5)
|
Represents the total concessions for the entire lease term.
|
(6)
|
We define a New Lease as any lease that is signed for an initial term equal to or greater than twelve months for any vacant space; this includes a new tenant or an existing tenant that is expanding into new (additional) space.
|
(7)
|
We define a Renewal Lease as a lease signed by an existing tenant to extend the term for twelve months or more, including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration and (iii) an early renewal or workout, which ultimately does extend the original term for twelve months or more.
|
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
|
|||||
Available
|
|
—
|
|
3,742,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Month-to-month leases
|
|
6
|
|
181,195
|
|
|
0.3
|
%
|
|
$
|
619
|
|
|
0.2
|
%
|
Remainder of 2017
|
|
6
|
|
889,311
|
|
|
1.4
|
%
|
|
4,083
|
|
|
1.5
|
%
|
|
2018
|
|
47
|
|
7,290,214
|
|
|
11.1
|
%
|
|
28,783
|
|
|
10.8
|
%
|
|
2019
|
|
54
|
|
9,536,734
|
|
|
14.6
|
%
|
|
38,202
|
|
|
14.3
|
%
|
|
2020
|
|
45
|
|
9,441,158
|
|
|
14.4
|
%
|
|
40,035
|
|
|
15.0
|
%
|
|
2021
|
|
54
|
|
9,043,845
|
|
|
13.8
|
%
|
|
38,846
|
|
|
14.5
|
%
|
|
2022
|
|
46
|
|
5,694,530
|
|
|
8.7
|
%
|
|
24,461
|
|
|
9.2
|
%
|
|
2023
|
|
26
|
|
5,988,440
|
|
|
9.2
|
%
|
|
20,925
|
|
|
7.8
|
%
|
|
2024
|
|
16
|
|
3,420,484
|
|
|
5.2
|
%
|
|
13,075
|
|
|
4.9
|
%
|
|
2025
|
|
13
|
|
2,334,842
|
|
|
3.6
|
%
|
|
9,733
|
|
|
3.6
|
%
|
|
2026
|
|
20
|
|
4,454,070
|
|
|
6.8
|
%
|
|
16,751
|
|
|
6.3
|
%
|
|
Thereafter
|
|
32
|
|
7,131,054
|
|
|
10.9
|
%
|
|
31,537
|
|
|
11.9
|
%
|
|
Total/weighted average
|
|
365
|
|
69,148,152
|
|
|
100.0
|
%
|
|
$
|
267,050
|
|
|
100.0
|
%
|
|
|
|
|
Square Footage
|
|
|
|
Annualized Base Rental Revenue
|
|||||||||||
Building Type
|
|
Number of Buildings
|
|
Amount
|
|
%
|
|
Occupancy Rate
(1)
|
|
Amount
(in thousands)
|
|
%
|
|||||||
Warehouse/Distribution
|
|
279
|
|
|
62,010,039
|
|
|
89.8
|
%
|
|
95.2
|
%
|
|
$
|
235,980
|
|
|
88.4
|
%
|
Light Manufacturing
|
|
53
|
|
|
5,907,437
|
|
|
8.5
|
%
|
|
97.2
|
%
|
|
23,775
|
|
|
8.9
|
%
|
|
Total Operating Portfolio
|
|
332
|
|
|
67,917,476
|
|
|
98.3
|
%
|
|
95.4
|
%
|
|
$
|
259,755
|
|
|
97.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Redevelopment
|
|
1
|
|
|
307,315
|
|
|
0.4
|
%
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
Flex/Office
|
|
14
|
|
|
923,361
|
|
|
1.3
|
%
|
|
70.0
|
%
|
|
7,295
|
|
|
2.7
|
%
|
|
Total portfolio/weighted average
|
|
347
|
|
|
69,148,152
|
|
|
100.0
|
%
|
|
94.6
|
%
|
|
$
|
267,050
|
|
|
100.0
|
%
|
(1)
|
We define Occupancy Rate as the percentage of total leasable square footage for which the lease term has commenced as of the close of the reporting period.
|
Location of Property
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
(in thousands) |
||||
Jacksonville, FL
|
|
1,025,720
|
|
|
4
|
|
|
$
|
34,264
|
|
Sparks, NV
|
|
174,763
|
|
|
1
|
|
|
8,380
|
|
|
Salisbury, NC
|
|
288,000
|
|
|
1
|
|
|
8,250
|
|
|
Franklin Township, NJ
|
|
183,000
|
|
|
1
|
|
|
12,800
|
|
|
Milford, CT
|
|
200,000
|
|
|
1
|
|
|
12,762
|
|
|
Bedford Heights, OH
|
|
173,034
|
|
|
1
|
|
|
7,622
|
|
|
Redford, MI
|
|
135,728
|
|
|
1
|
|
|
7,769
|
|
|
Warren, MI
|
|
154,377
|
|
|
1
|
|
|
7,940
|
|
|
Three months ended March 31, 2017
|
|
2,334,622
|
|
|
11
|
|
|
99,787
|
|
|
Waukegan, IL
|
|
261,075
|
|
|
2
|
|
|
13,850
|
|
|
Gaffney, SC
|
|
226,968
|
|
|
1
|
|
|
7,200
|
|
|
Dayton, OH
|
|
569,966
|
|
|
1
|
|
|
29,750
|
|
|
Belvidere, IL
|
|
336,204
|
|
|
1
|
|
|
22,867
|
|
|
San Diego, CA
|
|
205,440
|
|
|
1
|
|
|
19,362
|
|
|
Edwardsville, KS
|
|
270,869
|
|
|
1
|
|
|
16,270
|
|
|
Pedricktown, NJ
|
|
245,749
|
|
|
1
|
|
|
16,000
|
|
|
Walton, KY
|
|
224,921
|
|
|
1
|
|
|
11,450
|
|
|
Rock Hill, SC
|
|
275,000
|
|
|
1
|
|
|
6,675
|
|
|
Laredo, TX
|
|
206,810
|
|
|
1
|
|
|
13,500
|
|
|
Clinton, PA
|
|
297,200
|
|
|
1
|
|
|
23,650
|
|
|
Batavia, IL
|
|
102,500
|
|
|
1
|
|
|
5,900
|
|
|
Wallingford, CT
|
|
105,000
|
|
|
1
|
|
|
8,200
|
|
|
Rockwall, TX
|
|
389,546
|
|
|
1
|
|
|
28,600
|
|
|
Houston, TX
|
|
232,800
|
|
|
3
|
|
|
25,000
|
|
|
Lebanon, PA
|
|
211,358
|
|
|
1
|
|
|
7,950
|
|
|
Maple Grove, MN
|
|
108,628
|
|
|
1
|
|
|
10,031
|
|
|
Romulus, MI
|
|
303,760
|
|
|
1
|
|
|
19,351
|
|
|
Three months ended June 30, 2017
|
|
4,573,794
|
|
|
21
|
|
|
285,606
|
|
|
Stone Mountain, GA
|
|
78,000
|
|
|
1
|
|
|
4,175
|
|
|
York, PA
|
|
382,886
|
|
|
1
|
|
|
18,981
|
|
|
Pittston, PA
|
|
437,446
|
|
|
1
|
|
|
23,950
|
|
|
O'Fallon, MO
|
|
109,854
|
|
|
1
|
|
|
5,740
|
|
|
Belleville, MI
|
|
160,464
|
|
|
1
|
|
|
8,641
|
|
|
Columbus, OH
|
|
147,645
|
|
|
1
|
|
|
6,954
|
|
|
Groveport, OH
|
|
320,657
|
|
|
1
|
|
|
13,643
|
|
|
Las Vegas, NV
|
|
34,916
|
|
|
1
|
|
|
4,642
|
|
|
Mooresville, NC
|
|
499,200
|
|
|
1
|
|
|
25,750
|
|
|
Swedesboro, NJ
|
|
123,962
|
|
|
1
|
|
|
7,250
|
|
|
Three months ended September 30, 2017
|
|
2,295,030
|
|
|
10
|
|
|
119,726
|
|
|
Nine months ended September 30, 2017
|
|
9,203,446
|
|
|
42
|
|
|
$
|
505,119
|
|
Market
(1)
|
|
% of Total Annualized Base Rental Revenue
|
|
Philadelphia, PA
|
|
10.4
|
%
|
Chicago, IL
|
|
8.8
|
%
|
Greenville/Spartanburg, SC
|
|
4.4
|
%
|
Charlotte, NC
|
|
4.2
|
%
|
Cincinnati/Dayton, OH
|
|
3.6
|
%
|
Milwaukee/Mad
ison, WI
|
|
3.4
|
%
|
Detroit, MI
|
|
3.2
|
%
|
West Michigan, MI
|
|
2.8
|
%
|
Westchester/So Connecticut, CT/NY
|
|
2.4
|
%
|
Cleveland, OH
|
|
2.2
|
%
|
Total
|
|
45.4
|
%
|
|
|
|
|
Square Footage
|
|
|
|
Annualized Base Rental Revenue
|
|||||||||||
Operating Portfolio Market Type
|
|
Number of
Buildings
|
|
Amount
|
|
%
|
|
Occupancy
|
|
Amount
(in thousands)
|
|
%
|
|||||||
Primary (greater than 200 million net rentable square feet)
|
|
88
|
|
|
18,506,854
|
|
|
27.2
|
%
|
|
93.7
|
%
|
|
$
|
75,365
|
|
|
29.0
|
%
|
Secondary (25 million to 200 million net rentable square feet)
|
|
199
|
|
|
42,401,355
|
|
|
62.5
|
%
|
|
96.7
|
%
|
|
160,752
|
|
|
61.9
|
%
|
|
Tertiary (less than 25 million net rentable square feet)
|
|
45
|
|
|
7,009,267
|
|
|
10.3
|
%
|
|
91.8
|
%
|
|
23,638
|
|
|
9.1
|
%
|
|
Total/weighted average
|
|
332
|
|
|
67,917,476
|
|
|
100.0
|
%
|
|
95.4
|
%
|
|
$
|
259,755
|
|
|
100.0
|
%
|
Top Ten Tenant Industries
|
|
% of Total
Annualized Base Rental Revenue
|
|
Automotive
|
|
13.9
|
%
|
Air Freight & Logistics
|
|
12.1
|
%
|
Ind Equip, Component & Metals
|
|
10.7
|
%
|
Containers & Packaging
|
|
10.0
|
%
|
Food & Beverages
|
|
9.7
|
%
|
Retail
|
|
6.2
|
%
|
Business Services
|
|
5.3
|
%
|
Personal Products
|
|
5.2
|
%
|
Household Durables
|
|
5.0
|
%
|
Building Materials
|
|
3.8
|
%
|
Total
|
|
81.9
|
%
|
Top Ten Tenants
|
|
Number of Leases
|
|
% of Total
Annualized Base
Rental Revenue
|
||
General Services Administratio
n
|
|
1
|
|
|
2.6
|
%
|
XPO Logistics
|
|
4
|
|
|
2.0
|
%
|
Deckers Outdoor
|
|
2
|
|
|
1.6
|
%
|
TriMas Corporation
|
|
4
|
|
|
1.5
|
%
|
Solo Cup
|
|
1
|
|
|
1.4
|
%
|
DHL
|
|
4
|
|
|
1.1
|
%
|
FedEx
|
|
3
|
|
|
1.0
|
%
|
Generation Brands
|
|
1
|
|
|
1.0
|
%
|
Carolina Beverage Group
|
|
2
|
|
|
1.0
|
%
|
Perrigo
|
|
2
|
|
|
0.9
|
%
|
Total
|
|
24
|
|
|
14.1
|
%
|
Top Ten Leases
|
|
% of Total
Annualized Base
Rental Revenue
|
|
General Services Administratio
n
|
|
2.6
|
%
|
Solo Cup
|
|
1.4
|
%
|
XPO Logistics
|
|
1.1
|
%
|
Generation Brands
|
|
1.0
|
%
|
Deckers Outdoor
|
|
0.9
|
%
|
Spencer Gifts, LLC
|
|
0.9
|
%
|
Closetmaid Corporation
|
|
0.8
|
%
|
Jo-Ann Stores, LLC
|
|
0.7
|
%
|
STP Products Manufacturing Com
pany
|
|
0.7
|
%
|
Mars Chocolate North America
|
|
0.7
|
%
|
Total
|
|
10.8
|
%
|
Quarter ended 2017
|
|
Retention %
(1)
|
|
Weighted Average Lease Term (years)
|
|
Expiring Square Feet
|
|
Renewal Square Feet
(2)
|
|
Cash Rent Change
|
|
GAAP Rent Change
|
||||||
September 30
|
|
70.9
|
%
|
|
4.0
|
|
|
1,263,911
|
|
|
896,695
|
|
|
8.5
|
%
|
|
15.3
|
%
|
June 30
|
|
60.2
|
%
|
|
6.0
|
|
|
1,804,836
|
|
|
1,085,796
|
|
|
(1.3
|
)%
|
|
2.2
|
%
|
March 31
|
|
51.3
|
%
|
|
3.4
|
|
|
1,185,453
|
|
|
607,608
|
|
|
13.4
|
%
|
|
23.6
|
%
|
Total/weighted average
|
|
60.9
|
%
|
|
4.7
|
|
|
4,254,200
|
|
|
2,590,099
|
|
|
5.9
|
%
|
|
12.1
|
%
|
(1)
|
We define Retention as the percentage determined by taking Renewal Lease square footage commencing in the period divided by square footage of leases expiring in the period. Neither the Renewal Leases nor leases expiring include Temporary Leases or License Agreements. Retention excludes leases associated with known vacates at the time of acquisition, leases with credit-related modifications, and early terminations.
We define a Temporary Lease or a License Agreement as any lease that is signed for an initial term of less than twelve months; this includes short-term new leases and short-term Renewal Leases.
|
(2)
|
We define Renewal Square Feet as the square footage of renewal leases commencing during the period, irrespective of the date signed.
|
|
Same Store Portfolio
|
|
Acquisitions/Dispositions
|
|
Other
(1)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
|
Three months ended September 30,
|
|
Change
|
|
Three months ended September 30,
|
|
Three months ended September 30,
|
|
Three months ended September 30,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental income
|
$
|
47,212
|
|
|
$
|
46,897
|
|
|
$
|
315
|
|
|
0.7
|
%
|
|
$
|
15,675
|
|
|
$
|
4,326
|
|
|
$
|
2,786
|
|
|
$
|
2,288
|
|
|
$
|
65,673
|
|
|
$
|
53,511
|
|
|
$
|
12,162
|
|
|
22.7
|
%
|
Tenant recoveries
|
9,009
|
|
|
7,461
|
|
|
1,548
|
|
|
20.7
|
%
|
|
2,674
|
|
|
769
|
|
|
683
|
|
|
681
|
|
|
12,366
|
|
|
8,911
|
|
|
3,455
|
|
|
38.8
|
%
|
||||||||||
Other income
|
31
|
|
|
47
|
|
|
(16
|
)
|
|
(34.0
|
)%
|
|
63
|
|
|
28
|
|
|
11
|
|
|
98
|
|
|
105
|
|
|
173
|
|
|
(68
|
)
|
|
(39.3
|
)%
|
||||||||||
Total operating revenue
|
56,252
|
|
|
54,405
|
|
|
1,847
|
|
|
3.4
|
%
|
|
18,412
|
|
|
5,123
|
|
|
3,480
|
|
|
3,067
|
|
|
78,144
|
|
|
62,595
|
|
|
15,549
|
|
|
24.8
|
%
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Property
|
10,962
|
|
|
9,098
|
|
|
1,864
|
|
|
20.5
|
%
|
|
3,312
|
|
|
915
|
|
|
1,127
|
|
|
1,245
|
|
|
15,401
|
|
|
11,258
|
|
|
4,143
|
|
|
36.8
|
%
|
||||||||||
Net operating income
(2)
|
$
|
45,290
|
|
|
$
|
45,307
|
|
|
$
|
(17
|
)
|
|
—
|
%
|
|
$
|
15,100
|
|
|
$
|
4,208
|
|
|
$
|
2,353
|
|
|
$
|
1,822
|
|
|
62,743
|
|
|
51,337
|
|
|
11,406
|
|
|
22.2
|
%
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,380
|
|
|
7,603
|
|
|
777
|
|
|
10.2
|
%
|
|||||||||||||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,386
|
|
|
1,978
|
|
|
(592
|
)
|
|
(29.9
|
)%
|
|||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,186
|
|
|
31,489
|
|
|
6,697
|
|
|
21.3
|
%
|
|||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
279
|
|
|
(221
|
)
|
|
(79.2
|
)%
|
|||||||||||||||||||
Total other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,010
|
|
|
41,349
|
|
|
6,661
|
|
|
16.1
|
%
|
|||||||||||||||||||
Total expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,411
|
|
|
52,607
|
|
|
10,804
|
|
|
20.5
|
%
|
|||||||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
(33.3
|
)%
|
|||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,446
|
)
|
|
(10,504
|
)
|
|
58
|
|
|
(0.6
|
)%
|
|||||||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
100.0
|
%
|
|||||||||||||||||||
Gain on the sales of rental property, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,563
|
|
|
643
|
|
|
16,920
|
|
|
2,631.4
|
%
|
|||||||||||||||||||
Total other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,106
|
|
|
(9,858
|
)
|
|
16,964
|
|
|
172.1
|
%
|
|||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,839
|
|
|
$
|
130
|
|
|
$
|
21,709
|
|
|
16,699.2
|
%
|
(1)
|
Includes flex/office buildings, redevelopment buildings, buildings classified as held for sale, and buildings placed in service after
July 1, 2016
, which are excluded from the same store portfolio. Also includes asset management fee income, which are separated for purposes of calculating NOI.
|
(2)
|
Excluding asset management fee income, NOI for the total portfolio for the three months ended
September 30, 2017
and
September 30, 2016
was
$62.7 million
and
$51.3 million
, respectively. Asset management fee income is included in other income in the table above. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.
|
|
Same Store Portfolio
|
|
Acquisitions/Dispositions
|
|
Other
(1)
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
|
Nine months ended September 30,
|
|
Change
|
|
Nine months ended September 30,
|
|
Nine months ended September 30,
|
|
Nine months ended September 30,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Rental income
|
$
|
136,577
|
|
|
$
|
135,269
|
|
|
$
|
1,308
|
|
|
1.0
|
%
|
|
$
|
43,430
|
|
|
$
|
14,736
|
|
|
$
|
6,614
|
|
|
$
|
6,570
|
|
|
$
|
186,621
|
|
|
$
|
156,575
|
|
|
$
|
30,046
|
|
|
19.2
|
%
|
Tenant recoveries
|
24,224
|
|
|
21,920
|
|
|
2,304
|
|
|
10.5
|
%
|
|
6,935
|
|
|
2,785
|
|
|
1,793
|
|
|
2,102
|
|
|
32,952
|
|
|
26,807
|
|
|
6,145
|
|
|
22.9
|
%
|
||||||||||
Other income
|
93
|
|
|
89
|
|
|
4
|
|
|
4.5
|
%
|
|
96
|
|
|
61
|
|
|
55
|
|
|
177
|
|
|
244
|
|
|
$
|
327
|
|
|
(83
|
)
|
|
(25.4
|
)%
|
|||||||||
Total operating revenue
|
160,894
|
|
|
157,278
|
|
|
3,616
|
|
|
2.3
|
%
|
|
50,461
|
|
|
17,582
|
|
|
8,462
|
|
|
8,849
|
|
|
219,817
|
|
|
183,709
|
|
|
36,108
|
|
|
19.7
|
%
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Property
|
30,574
|
|
|
27,785
|
|
|
2,789
|
|
|
10.0
|
%
|
|
8,201
|
|
|
4,020
|
|
|
3,537
|
|
|
3,867
|
|
|
42,312
|
|
|
35,672
|
|
|
6,640
|
|
|
18.6
|
%
|
||||||||||
Net operating income
(2)
|
$
|
130,320
|
|
|
$
|
129,493
|
|
|
$
|
827
|
|
|
0.6
|
%
|
|
$
|
42,260
|
|
|
$
|
13,562
|
|
|
$
|
4,925
|
|
|
$
|
4,982
|
|
|
$
|
177,505
|
|
|
$
|
148,037
|
|
|
$
|
29,468
|
|
|
19.9
|
%
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,090
|
|
|
26,373
|
|
|
(1,283
|
)
|
|
(4.9
|
)%
|
||||||||||||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,684
|
|
|
3,113
|
|
|
1,571
|
|
|
50.5
|
%
|
||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,286
|
|
|
91,725
|
|
|
18,561
|
|
|
20.2
|
%
|
||||||||||||||
Loss on impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
11,231
|
|
|
(11,231
|
)
|
|
(100.0
|
)%
|
||||||||||||||
Loss on involuntary conversion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
330
|
|
|
—
|
|
|
330
|
|
|
100.0
|
%
|
||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,502
|
|
|
857
|
|
|
645
|
|
|
75.3
|
%
|
||||||||||||||
Total other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141,892
|
|
|
133,299
|
|
|
8,593
|
|
|
6.4
|
%
|
||||||||||||||
Total expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,204
|
|
|
168,971
|
|
|
15,233
|
|
|
9.0
|
%
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
8
|
|
|
2
|
|
|
25.0
|
%
|
||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,557
|
)
|
|
(31,841
|
)
|
|
284
|
|
|
(0.9
|
)%
|
||||||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
|
(1,973
|
)
|
|
1,958
|
|
|
(99.2
|
)%
|
||||||||||||||
Gain on the sales of rental property, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,225
|
|
|
21,589
|
|
|
(2,364
|
)
|
|
(11.0
|
)%
|
||||||||||||||
Total other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(12,337
|
)
|
|
$
|
(12,217
|
)
|
|
$
|
(120
|
)
|
|
1.0
|
%
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23,276
|
|
|
$
|
2,521
|
|
|
$
|
20,755
|
|
|
823.3
|
%
|
(1)
|
Includes flex/office buildings, redevelopment buildings, buildings classified as held for sale, and buildings placed in service after January 1, 2016, which are excluded from the same store portfolio. Also includes asset management fee income, which are separated for purposes of calculating NOI.
|
(2)
|
Excluding asset management fee income, NOI for the total portfolio for the
nine
months ended
September 30, 2017
and
September 30, 2016
was
$177.5 million
and
$147.9 million
, respectively. Asset management fee income is included in other income in the table above. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Reconciliation of Net Income (Loss) to FFO (in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
21,839
|
|
|
$
|
130
|
|
|
$
|
23,276
|
|
|
$
|
2,521
|
|
Rental property depreciation and amortization
|
|
38,114
|
|
|
31,416
|
|
|
110,069
|
|
|
91,537
|
|
||||
Loss on impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,231
|
|
||||
Gain on the sales of rental property, net
|
|
(17,563
|
)
|
|
(643
|
)
|
|
(19,225
|
)
|
|
(21,589
|
)
|
||||
FFO
|
|
42,390
|
|
|
30,903
|
|
|
$
|
114,120
|
|
|
$
|
83,700
|
|
||
Preferred stock dividends
|
|
(2,449
|
)
|
|
(4,001
|
)
|
|
(7,345
|
)
|
|
(10,914
|
)
|
||||
Other expenses
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(289
|
)
|
||||
FFO attributable to common stockholders and unit holders
|
|
$
|
39,941
|
|
|
$
|
26,807
|
|
|
$
|
106,775
|
|
|
$
|
72,497
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
Reconciliation of Net Income (Loss) to NOI (in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
21,839
|
|
|
$
|
130
|
|
|
$
|
23,276
|
|
|
$
|
2,521
|
|
Asset management fee income
|
|
(9
|
)
|
|
(60
|
)
|
|
(52
|
)
|
|
(166
|
)
|
||||
General and administrative
|
|
8,380
|
|
|
7,603
|
|
|
25,090
|
|
|
26,373
|
|
||||
Property acquisition costs
|
|
1,386
|
|
|
1,978
|
|
|
4,684
|
|
|
3,113
|
|
||||
Depreciation and amortization
|
|
38,186
|
|
|
31,489
|
|
|
110,286
|
|
|
91,725
|
|
||||
Interest income
|
|
(2
|
)
|
|
(3
|
)
|
|
(10
|
)
|
|
(8
|
)
|
||||
Interest expense
|
|
10,446
|
|
|
10,504
|
|
|
31,557
|
|
|
31,841
|
|
||||
Loss on impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,231
|
|
||||
Loss on involuntary conversion
|
|
—
|
|
|
—
|
|
|
330
|
|
|
—
|
|
||||
Loss on extinguishment of debt
|
|
13
|
|
|
—
|
|
|
15
|
|
|
1,973
|
|
||||
Other expenses
|
|
260
|
|
|
279
|
|
|
813
|
|
|
857
|
|
||||
(Gain) loss on incentive fee
|
|
(202
|
)
|
|
—
|
|
|
689
|
|
|
—
|
|
||||
Gain on the sales of rental property, net
|
|
(17,563
|
)
|
|
(643
|
)
|
|
(19,225
|
)
|
|
(21,589
|
)
|
||||
Net operating income
|
|
$
|
62,734
|
|
|
$
|
51,277
|
|
|
$
|
177,453
|
|
|
$
|
147,871
|
|
|
|
Nine months ended September 30,
|
|
Change
|
|||||||||||
Cash Flows (dollars in thousands)
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Net cash provided by operating activities
|
|
$
|
120,517
|
|
|
$
|
97,905
|
|
|
$
|
22,612
|
|
|
23.1
|
%
|
Net cash used in investing activities
|
|
$
|
462,711
|
|
|
$
|
220,016
|
|
|
$
|
242,695
|
|
|
110.3
|
%
|
Net cash provided by financing activities
|
|
$
|
341,042
|
|
|
$
|
122,373
|
|
|
$
|
218,669
|
|
|
178.7
|
%
|
Month Ended 2017
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
December 31
|
|
July 31, 2017
|
|
December 29, 2017
|
|
$
|
0.117500
|
|
|
January 16, 2018
|
November 30
|
|
July 31, 2017
|
|
November 30, 2017
|
|
0.117500
|
|
|
December 15, 2017
|
|
October 31
|
|
July 31, 2017
|
|
October 31, 2017
|
|
0.117500
|
|
|
November 15, 2017
|
|
September 30
|
|
May 1, 2017
|
|
September 29, 2017
|
|
0.117500
|
|
|
October 16, 2017
|
|
August 31
|
|
May 1, 2017
|
|
August 31, 2017
|
|
0.117500
|
|
|
September 15, 2017
|
|
July 31
|
|
May 1, 2017
|
|
July 31, 2017
|
|
0.117500
|
|
|
August 15, 2017
|
|
June 30
|
|
February 15, 2017
|
|
June 30, 2017
|
|
0.116667
|
|
|
July 17, 2017
|
|
May 31
|
|
February 15, 2017
|
|
May 31, 2017
|
|
0.116667
|
|
|
June 15, 2017
|
|
April 30
|
|
February 15, 2017
|
|
April 28, 2017
|
|
0.116667
|
|
|
May 15, 2017
|
|
March 31
|
|
November 2, 2016
|
|
March 31, 2017
|
|
0.116667
|
|
|
April 17, 2017
|
|
February 28
|
|
November 2, 2016
|
|
February 28, 2017
|
|
0.116667
|
|
|
March 15, 2017
|
|
January 31
|
|
November 2, 2016
|
|
January 31, 2017
|
|
0.116667
|
|
|
February 15, 2017
|
|
Total
|
|
|
|
|
|
$
|
1.405002
|
|
|
|
Quarter Ended 2017
|
|
Declaration Date
|
|
Series B
Preferred Stock Per Share |
|
Series C
Preferred Stock Per Share |
|
Payment Date
|
||||
September 30
|
|
July 31, 2017
|
|
$
|
0.4140625
|
|
|
$
|
0.4296875
|
|
|
September 29, 2017
|
June 30
|
|
May 1, 2017
|
|
0.4140625
|
|
|
0.4296875
|
|
|
June 30, 2017
|
||
March 31
|
|
February 15, 2017
|
|
0.4140625
|
|
|
0.4296875
|
|
|
March 31, 2017
|
||
Total
|
|
|
|
$
|
1.2421875
|
|
|
$
|
1.2890625
|
|
|
|
Loan
|
|
Principal Outstanding as of September 30, 2017 (in thousands)
|
|
Interest
Rate (1) |
|
Maturity Date
|
|
Prepayment Terms
(2)
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Unsecured Credit Facility
(3)
|
|
$
|
245,000
|
|
|
L + 1.15%
|
|
|
Dec-18-2019
|
|
i
|
Total unsecured credit facility
|
|
245,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Term Loan C
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Sep-29-2020
|
|
i
|
|
Unsecured Term Loan B
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Mar-21-2021
|
|
i
|
|
Unsecured Term Loan A
|
|
150,000
|
|
|
L + 1.30%
|
|
|
Mar-31-2022
|
|
i
|
|
Unsecured Term Loan D
(4)
|
|
—
|
|
|
L + 1.30%
|
|
|
Jan-04-2023
|
|
i
|
|
Total unsecured term loans
|
|
450,000
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(3,934
|
)
|
|
|
|
|
|
|
||
Total carrying value unsecured term loans
|
|
446,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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 deferred financing fees and debt issuance costs
|
|
(1,832
|
)
|
|
|
|
|
|
|
||
Total carrying value unsecured notes
|
|
398,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, National Association CMBS Loan
|
|
55,366
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
iii
|
|
Thrivent Financial for Lutherans
|
|
3,933
|
|
|
4.78
|
%
|
|
Dec-15-2023
|
|
iv
|
|
Total mortgage notes
|
|
59,299
|
|
|
|
|
|
|
|
|
|
Total unamortized fair market value premiums
|
|
63
|
|
|
|
|
|
|
|
|
|
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(667
|
)
|
|
|
|
|
|
|
||
Total carrying value mortgage notes
|
|
58,695
|
|
|
|
|
|
|
|
|
|
Total / weighted average interest rate
(5)
|
|
$
|
1,147,929
|
|
|
3.44
|
%
|
|
|
|
|
(1)
|
Interest rate as of
September 30, 2017
. At
September 30, 2017
, the one-month LIBOR (“L”) was
1.23222%
. The interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our 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, however can be defeased beginning January 1, 2016; and (iv) pre-payable without penalty three months prior to the maturity date.
|
(3)
|
The capacity of the unsecured credit facility is
$450.0 million
.
|
(4)
|
Capacity of
$150.0 million
, which we have until July 27, 2018 to draw.
|
(5)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the current notional amount of
$450.0 million
of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.
|
Debt Capital Structure
|
|
September 30, 2017
|
||
Total principal outstanding (in thousands)
|
|
$
|
1,154,299
|
|
Weighted average duration (years)
|
|
4.8
|
|
|
% Secured debt
|
|
5
|
%
|
|
% Debt maturing next 12 months
|
|
—
|
%
|
|
Net Debt to Real Estate Cost Basis
(1)
|
|
38
|
%
|
(1)
|
We define Net Debt as our amounts outstanding under our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes, less cash and cash equivalents.
We define Real Estate Cost Basis as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.
|
Preferred Stock Issuances
|
|
Issuance Date
|
|
Number of Shares
|
|
Liquidation Value Per Share
|
|
Interest Rate
|
||||
6.625% Series B Cumulative Redeemable Preferred Stock
|
|
April 16, 2013
|
|
2,800,000
|
|
|
$
|
25.00
|
|
|
6.625
|
%
|
6.875% Series C Cumulative Redeemable Preferred Stock
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
ATM Stock Offering Program
|
|
Date
|
|
Maximum Aggregate Offering Price (in thousands)
|
|
Aggregate Common Stock Available as of
September 30, 2017 (in thousands) |
||||
2017 $300 million ATM
|
|
April 7, 2017
|
|
$
|
300,000
|
|
|
$
|
77,592
|
|
|
|
Three months ended September 30, 2017
|
|||||||||||||||||
ATM Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Gross
Proceeds |
|
Sales
Agents’ Fee |
|
Net
Proceeds |
|||||||||
2017 $300 million ATM
|
|
2,409,453
|
|
|
$
|
27.08
|
|
|
$
|
65,239
|
|
|
$
|
815
|
|
|
$
|
64,424
|
|
Total/weighted average
|
|
2,409,453
|
|
|
$
|
27.08
|
|
|
$
|
65,239
|
|
|
$
|
815
|
|
|
$
|
64,424
|
|
|
|
Nine months ended September 30, 2017
|
|||||||||||||||||
ATM Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Gross
Proceeds |
|
Sales
Agents’ Fee |
|
Net
Proceeds |
|||||||||
2017 $300 million ATM
|
|
8,366,212
|
|
|
$
|
26.58
|
|
|
$
|
222,408
|
|
|
$
|
2,666
|
|
|
$
|
219,742
|
|
2016 $228 million ATM
(1)
|
|
4,799,784
|
|
|
$
|
24.42
|
|
|
$
|
117,216
|
|
|
$
|
1,604
|
|
|
$
|
115,612
|
|
Total/weighted average
|
|
13,165,996
|
|
|
$
|
25.80
|
|
|
$
|
339,624
|
|
|
$
|
4,270
|
|
|
$
|
335,354
|
|
(1)
|
This program ended before
September 30, 2017
.
|
Year
|
|
Future Amortization of Non-cash Compensation Expense (in thousands)
|
||
Remainder of 2017
|
|
$
|
2,307
|
|
2018
|
|
$
|
5,162
|
|
2019
|
|
$
|
3,593
|
|
2020
|
|
$
|
1,732
|
|
2021
|
|
$
|
113
|
|
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
|
|||||
Regions Bank
|
|
Mar-01-2013
|
|
Mar-01-2013
|
|
$
|
25,000
|
|
|
$
|
194
|
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
(25
|
)
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
(26
|
)
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(196
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
255
|
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
497
|
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
354
|
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
247
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
148
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
52
|
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
50
|
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(1,550
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
19
|
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(196
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(413
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(467
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
75
|
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Royal Bank of Canada
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
76
|
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Wells Fargo, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
76
|
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
75
|
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
50,000
|
|
|
$
|
152
|
|
|
1.8475
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Exhibit Number
|
|
Description of Document
|
10.1 *
|
|
|
10.2 *
|
|
|
10.3 *
|
|
|
10.4 *
|
|
|
10.5 *
|
|
|
31.1 *
|
|
|
31.2 *
|
|
|
32.1 *
|
|
|
101 *
|
|
The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 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: November 2, 2017
|
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
|
10.1 *
|
|
|
10.2 *
|
|
|
10.3 *
|
|
|
10.4 *
|
|
|
10.5 *
|
|
|
31.1 *
|
|
|
31.2 *
|
|
|
32.1 *
|
|
|
101 *
|
|
The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 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.
|
Section
|
|
Page
|
||
|
|
|
||
Article I
|
Definition and Accounting Terms
|
1
|
||
|
1.01
|
Defined Terms
|
1
|
|
|
1.02
|
Other Interpretive Provisions
|
22
|
|
|
1.03
|
Accounting Terms
|
23
|
|
|
1.04
|
Rounding
|
23
|
|
|
1.05
|
Times of Day
|
24
|
|
|
1.06
|
Rates
|
24
|
|
|
|
|
|
|
Article II
|
The Commitments and Credit Extensions
|
24
|
||
|
2.01
|
Committed Loans
|
24
|
|
|
2.02
|
Borrowings, Conversions and Continuations of Committed Loans
|
24
|
|
|
2.03
|
Reserved
|
25
|
|
|
2.04
|
Voluntary Reduction of Commitments
|
25
|
|
|
2.05
|
Prepayments
|
25
|
|
|
2.06
|
Incremental Term Loans
|
26
|
|
|
2.07
|
Repayment of Loans
|
27
|
|
|
2.08
|
Interest
|
27
|
|
|
2.09
|
Fees
|
27
|
|
|
2.10
|
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
|
28
|
|
|
2.11
|
Evidence of Debt
|
28
|
|
|
2.12
|
Payments Generally; The Administrative Agent’s Clawback
|
28
|
|
|
2.13
|
Sharing of Payments by the Lenders
|
30
|
|
|
2.14
|
Reserved
|
30
|
|
|
2.15
|
Reserved
|
30
|
|
|
2.16
|
Defaulting Lenders
|
30
|
|
|
2.17
|
Guaranties
|
31
|
|
|
|
|
|
|
Articles III
|
Taxes, Yield Protection and Illegality
|
32
|
||
|
3.01
|
Taxes
|
32
|
|
|
3.02
|
Illegality
|
35
|
|
|
3.03
|
Inability to Determine Rates
|
35
|
|
|
3.04
|
Increased Costs; Reserves on LIBOR Loans
|
36
|
|
|
3.05
|
Compensation for Losses
|
37
|
|
|
3.06
|
Mitigation Obligations; Replacement of the Lenders
|
37
|
|
|
3.07
|
Survival
|
37
|
|
|
|
|
|
|
Article IV
|
Unencumbered Properties
|
37
|
||
|
4.01
|
Initial Unencumbered Properties
|
37
|
|
|
4.02
|
Reserved
|
38
|
|
|
4.03
|
Notices of Qualification as an Unencumbered Property
|
38
|
|
|
4.04
|
Eligibility
|
38
|
|
|
4.05
|
Reserved
|
38
|
|
|
4.06
|
Guaranty
|
38
|
|
|
4.07
|
Admission of New Unencumbered Properties
|
38
|
|
|
4.08
|
Reserved
|
38
|
Section
|
|
Page
|
||
|
4.09
|
Reserved
|
38
|
|
|
4.10
|
Exclusion Events
|
38
|
|
|
|
|
|
|
Article V
|
Conditions Precedent to Credit Extensions
|
39
|
||
|
5.01
|
Conditions of Initial Credit Extension
|
39
|
|
|
5.02
|
Conditions to all Credit Extensions
|
40
|
|
|
|
|
|
|
Article VI
|
Representations and Warranties
|
41
|
||
|
6.01
|
Existence, Qualification and Power; Compliance with Laws
|
41
|
|
|
6.02
|
Authorization; No Contravention
|
41
|
|
|
6.03
|
Governmental Authorization; Other Consents
|
41
|
|
|
6.04
|
Binding Effect
|
41
|
|
|
6.05
|
Financial Statements; No Material Adverse Effect
|
41
|
|
|
6.06
|
Litigation
|
42
|
|
|
6.07
|
No Default
|
42
|
|
|
6.08
|
Ownership of Property; Liens; Equity Interests
|
42
|
|
|
6.09
|
Environmental Compliance
|
42
|
|
|
6.10
|
Insurance
|
43
|
|
|
6.11
|
Taxes
|
43
|
|
|
6.12
|
ERISA Compliance
|
43
|
|
|
6.13
|
Subsidiaries; Equity Interests
|
43
|
|
|
6.14
|
Margin Regulations; Investment Company Act
|
43
|
|
|
6.15
|
Disclosure
|
44
|
|
|
6.16
|
Compliance with Laws
|
44
|
|
|
6.17
|
Taxpayer Identification Number
|
44
|
|
|
6.18
|
Intellectual Property; Licenses, Etc.
|
44
|
|
|
6.19
|
Reserved
|
44
|
|
|
6.20
|
Solvency
|
44
|
|
|
6.21
|
REIT Status of the Parent
|
44
|
|
|
6.22
|
Labor Matters
|
45
|
|
|
6.23
|
Ground Lease Representation
|
45
|
|
|
6.24
|
Unencumbered Properties
|
45
|
|
|
6.25
|
OFAC
|
45
|
|
|
6.26
|
EEA Financial Institutions
|
45
|
|
|
|
|
|
|
Article VII
|
Affirmative Covenants
|
46
|
||
|
7.01
|
Financial Statements
|
46
|
|
|
7.02
|
Certificates; Other Information
|
46
|
|
|
7.03
|
Notices
|
47
|
|
|
7.04
|
Payment of Obligations
|
48
|
|
|
7.05
|
Preservation of Existence, Etc.
|
48
|
|
|
7.06
|
Maintenance of Properties
|
48
|
|
|
7.07
|
Maintenance of Insurance
|
49
|
|
|
7.08
|
Compliance with Laws
|
49
|
|
|
7.09
|
Books and Records
|
49
|
|
|
7.10
|
Inspection Rights
|
49
|
|
|
7.11
|
Use of Proceeds
|
49
|
|
|
7.12
|
Environmental Matters
|
49
|
Section
|
|
Page
|
||
|
7.13
|
Ground Leases
|
50
|
|
|
7.14
|
Unencumbered Properties
|
51
|
|
|
|
|
|
|
Article VIII
|
Negative Covenants
|
52
|
||
|
8.01
|
Liens
|
52
|
|
|
8.02
|
Indebtedness
|
52
|
|
|
8.03
|
Investments
|
53
|
|
|
8.04
|
Fundamental Changes
|
54
|
|
|
8.05
|
Dispositions
|
54
|
|
|
8.06
|
Restricted Payments
|
54
|
|
|
8.07
|
Change in Nature of Business
|
54
|
|
|
8.08
|
Transactions with Affiliates
|
54
|
|
|
8.09
|
Burdensome Agreements
|
55
|
|
|
8.10
|
Use of Proceeds
|
55
|
|
|
8.11
|
Unencumbered Properties; Ground Leases
|
55
|
|
|
8.12
|
Environmental Matters
|
56
|
|
|
8.13
|
Negative Pledge; Indebtedness
|
56
|
|
|
8.14
|
Financial Covenants
|
56
|
|
|
|
|
|
|
Article IX
|
Events of Default and Remedies
|
57
|
||
|
9.01
|
Events of Default
|
57
|
|
|
9.02
|
Remedies Upon Event of Default
|
59
|
|
|
9.03
|
Application of Funds
|
59
|
|
|
|
|
|
|
Article X
|
The Administrative Agent
|
60
|
||
|
10.01
|
Appointment and Authority
|
60
|
|
|
10.02
|
Rights as a Lender
|
60
|
|
|
10.03
|
Exculpatory Provisions
|
60
|
|
|
10.04
|
Reliance by the Administrative Agent
|
61
|
|
|
10.05
|
Delegation of Duties
|
61
|
|
|
10.06
|
Resignation of the Administrative Agent
|
61
|
|
|
10.07
|
Non-Reliance on the Administrative Agent and Other Lenders
|
62
|
|
|
10.08
|
No Other Duties, Etc.
|
62
|
|
|
10.09
|
The Administrative Agent May File Proofs of Claim
|
62
|
|
|
10.10
|
Guaranty Matters
|
63
|
|
|
|
|
|
|
Article XI
|
Miscellaneous
|
63
|
||
|
11.01
|
Amendments, Etc.
|
63
|
|
|
11.02
|
Notices; Effectiveness; Electronic Communication
|
64
|
|
|
11.03
|
No Waiver; Cumulative Remedies; Enforcement
|
65
|
|
|
11.04
|
Expenses; Indemnity; Damage Waiver
|
65
|
|
|
11.05
|
Payments Set Aside
|
67
|
|
|
11.06
|
Successors and Assigns
|
67
|
|
|
11.07
|
Treatment of Certain Information; Confidentiality
|
70
|
|
|
11.08
|
Right of Setoff
|
70
|
|
|
11.09
|
Interest Rate Limitation
|
71
|
|
|
11.10
|
Counterparts; Integration; Effectiveness
|
71
|
|
|
11.11
|
Survival of Representations and Warranties
|
71
|
Section
|
|
Page
|
||
|
11.12
|
Severability
|
72
|
|
|
11.13
|
Replacement of the Lenders
|
72
|
|
|
11.14
|
Governing Law; Jurisdiction; Etc.
|
72
|
|
|
11.15
|
No Advisory or Fiduciary Responsibility
|
73
|
|
|
11.16
|
Electronic Execution of Assignments and Certain Other Documents
|
73
|
|
|
11.17
|
USA PATRIOT ACT
|
74
|
|
|
11.18
|
ENTIRE AGREEMENT
|
74
|
|
|
11.19
|
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
|
74
|
SCHEDULES
|
|
||
|
2.01
|
Commitments and Applicable Percentages
|
|
|
4.01
|
Initial Unencumbered Properties
|
|
|
6.06
|
Litigation
|
|
|
6.09
|
Environmental Matters
|
|
|
6.13
|
Subsidiaries and Other Equity Investments and Equity Interests in the Borrower and Each Subsidiary Guarantor
|
|
|
6.18
|
Intellectual Property Matters
|
|
|
8.01
|
Existing Liens
|
|
|
8.13
|
Indebtedness
|
|
|
11.02
|
The Administrative Agent’s Office; Certain Addresses for Notices
|
|
|
RO
|
Responsible Officers
|
|
|
|
|
|
EXHIBITS
|
|
||
|
A
|
Form of Draw Request
|
|
|
B
|
Form of Note
|
|
|
C
|
Compliance Certificate
|
|
|
D-1
|
Assignment and Assumption
|
|
|
D-2
|
Administrative Questionnaire
|
|
|
E
|
Form of Borrower Remittance Instruction
|
|
|
F-1
|
Form of Parent Guaranty
|
|
|
F-2
|
Form of Subsidiary Guaranty
|
|
|
G
|
Reserved
|
|
|
H-1
|
U.S. Tax Compliance Certificate
|
|
|
H-2
|
U.S. Tax Compliance Certificate
|
|
|
H-3
|
U.S. Tax Compliance Certificate
|
|
|
H-4
|
U.S. Tax Compliance Certificate
|
|
|
I
|
Form of Borrower’s Instruction Certificate
|
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING
|
|||
|
PARTNERSHIP, L.P.
,
|
|||
|
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC, a Delaware limited
Liability company, its General Partner
|
||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Authorized Officer
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Chief Operating Officer and
|
|
|
|
|
Executive Vice President
|
|
|
|
|
BANK OF AMERICA, N.A.
,
|
|
|
|
as the Administrative Agent and a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Blomstedt
|
|
|
Name:
|
Andrew Blomstedt
|
|
|
Title:
|
Senior Vice President
|
|
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
|
|
a Co-Syndication Agent and individually as s a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Frederick H. Denecke
|
|
|
Name:
|
Frederick H. Denecke
|
|
|
Title:
|
Senior Vice President
|
|
|
PNC BANK NATIONAL ASSOCIATION,
|
|
|
|
as a Co-Syndication Agent and individually as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John R. Roach, Jr.
|
|
|
Name:
|
John R. Roach, Jr.
|
|
|
Title:
|
Vice President
|
|
|
ROYAL BANK OF CANADA,
|
|
|
|
as a Co-Syndication Agent and individually as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Sheena Lee
|
|
|
Name:
|
Sheena Lee
|
|
|
Title:
|
Authorized Signatory
|
|
|
WELLS FARGO BANK, NATIONAL
|
|
|
|
ASSOCIATION
,
|
|
|
|
as a Co-Syndication Agent and individually as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ D. Bryan Gregory
|
|
|
Name:
|
D. Bryan Gregory
|
|
|
Title:
|
Director
|
|
|
BRANCH BANKING AND TRUST COMPANY,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Edwards
|
|
|
Name:
|
Mark Edwards
|
|
|
Title:
|
Senior Vice President
|
|
|
CITIBANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John C. Rowland
|
|
|
Name:
|
John C. Rowland
|
|
|
Title:
|
Vice President
|
|
|
RAYMOND JAMES BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Matt Stein
|
|
|
Name:
|
Matt Stein
|
|
|
Title:
|
Vice President
|
|
|
REGIONS BANK,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Paul E. Burgan
|
|
|
Name:
|
Paul E. Burgan
|
|
|
Title:
|
Vice President
|
|
|
TD BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Rory Desmond
|
|
|
Name:
|
Rory Desmond
|
|
|
Title:
|
Vice President
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Robert H. Kaufman
|
|
|
Name:
|
Robert H. Kaufman
|
|
|
Title:
|
Vice President, Relationship Manager
|
Lender
|
Commitment
|
Applicable Percentage
|
|||
Bank of America, N.A.
|
|
$30,000,000
|
|
20.00
|
%
|
Capital One, National Association
|
|
$15,000,000
|
|
10.00
|
%
|
PNC Bank, National Association
|
|
$15,000,000
|
|
10.00
|
%
|
Royal Bank of Canada
|
|
$15,000,000
|
|
10.00
|
%
|
Wells Fargo Bank, National Association
|
|
$15,000,000
|
|
10.00
|
%
|
Branch Banking and Trust Company
|
|
$10,000,000
|
|
6.67
|
%
|
Citibank, N.A.
|
|
$10,000,000
|
|
6.67
|
%
|
Raymond James Bank, N.A.
|
|
$10,000,000
|
|
6.67
|
%
|
Regions Bank
|
|
$10,000,000
|
|
6.67
|
%
|
TD Bank, N.A.
|
|
$10,000,000
|
|
6.67
|
%
|
U.S. Bank National Association
|
|
$10,000,000
|
|
6.67
|
%
|
Total
|
|
$150,000,000
|
|
100.00
|
%
|
STAG III Albion, LLC
|
1105 Weber Road; 907 Weber Road;
600 South 7th Street; 1514 Progress
Drive; 1515, 1545 and
1563 East State Road 8;
|
Albion
|
IN
|
46701
|
|
811 Commerce Drive
|
Kendallville
|
IN
|
46755
|
STAG IV Alexandria, LLC
|
4750 County Road 13 NE
|
Carlos
|
MN
|
56308
|
STAG Allentown, LLC
|
7132 Daniels Drive
|
Allentown
|
PA
|
18106
|
STAG III Arlington L.P.
|
3311 Pinewood Drive
|
Arlington
|
TX
|
76010
|
STAG Arlington 2, L.P.
|
401 N. Great Southwest Parkway
|
Arlington
|
TX
|
76011
|
STAG Avon, LLC
|
60 Security Drive
|
Avon
|
CT
|
06001
|
STAG IV Belfast, LLC
|
21 Schoodic Drive
|
Belfast
|
ME
|
04915
|
STAG Belvidere I, LLC
|
1701 Industrial Court
|
Belvidere
|
IL
|
61008
|
STAG Belvidere II, LLC
|
1805 Industrial Court
|
Belvidere
|
IL
|
61008
|
STAG Belvidere III, LLC
|
725 Landmark Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere IV, LLC
|
888 Landmark Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere V, LLC
|
3915 Morreim Drive and 3925 Morreim Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere VI, LLC
|
725 & 729 Logistics Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere VII, LLC
|
795 Landmark Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere VIII, LLC
|
857 Landmark Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere 10, LLC
|
3458 Morreim Drive
|
Belvidere
|
IL
|
61008
|
STAG Belvidere IX, LLC
|
984 Landmark Drive
|
Belvidere
|
IL
|
61008
|
STAG Biddeford, LLC
|
1 Baker’s Way
|
Biddeford
|
ME
|
04007
|
STAG III Boardman, LLC
|
365 McClurg Rd. and 8401 Southern Blvd.
|
Boardman
|
OH
|
44512
|
STAG Buena Vista, LLC
|
3200 Green Forest Avenue
|
Buena Vista
|
VA
|
24416
|
STAG Buffalo, LLC
|
1236-50 William Street
|
Buffalo
|
NY
|
14206
|
STAG Burlington, LLC
|
6 Campus Drive
|
Burlington
|
NJ
|
08016
|
STAG Burlington 2, LLC
|
1900 River Road
|
Burlington
|
NJ
|
08016
|
STAG Calhoun, LLC
|
103 Enterprise Drive
|
Calhoun
|
GA
|
30701
|
STAG Camarillo 1, LP
|
3001 East Mission Oaks Blvd
|
Camarillo
|
CA
|
93012
|
STAG Camarillo 2, LP
|
3175 East Mission Oaks Blvd
|
Camarillo
|
CA
|
93012
|
STAG Chatanooga 1, LLC
|
1100 Wilsom Street
|
Chattanooga
|
TN
|
37406
|
STAG Chattanooga 2, LLC
|
1800 Crutchfield Street
|
Chattanooga
|
TN
|
37406
|
STAG IV Cheektowaga, LLC
|
40-60 Industrial Parkway
|
Cheektowaga
|
NY
|
14227
|
STAG III Chesterfield, LLC
|
50271, 50371, 50501 and
50900 E. Russell Schmidt
|
Chesterfield
|
MI
|
48051
|
STAG Chester, LLC
|
2001 Ware Bottom Spring Road
|
Chester
|
VA
|
23836
|
STAG Chicopee, LLC
|
2189 Westover Road
|
Chicopee
|
MA
|
01022
|
STAG Chippewa Falls, LLC
|
911 Kurth Road and 1406 Lowater Road
|
Chippewa Falls
|
WI
|
54729
|
STAG III Cincinnati, LLC
|
1011 Glendale Milford Road
|
Cincinnati
|
OH
|
45215
|
STAG Clinton, LLC
|
1330 Carden Farm Drive
|
Clinton
|
TN
|
37716
|
STAG Columbus, LLC
|
3900-3990 Business Park Drive
|
Columbus
|
OH
|
43204
|
STAG Columbia, LLC
|
185 McQueen Street
|
Columbia
|
SC
|
29172
|
STAG Dallas, LLC
|
351 Thomas D. Murphy Drive
|
Dallas
|
GA
|
30132
|
STAG IV Danville, LLC
|
1707 Shorewood Drive and
|
LaGrange
|
GA
|
30240
|
|
1355 Lebanon Road
|
Danville
|
KY
|
40422
|
STAG III Daytona Beach, LLC
|
530 Fentress Boulevard
|
Daytona Beach
|
FL
|
32114
|
STAG Dayton 2, LLC
|
2815 S. Gettysburg Ave.
|
Dayton
|
OH
|
45424
|
STAG DeKalb, LLC
|
1085 Peace Road
|
DeKalb
|
IL
|
60115
|
STAG De Pere, LLC
|
2191 American Boulevard
|
De Pere
|
WI
|
54115
|
STAG Duncan, LLC
|
110 Hidden Lakes Circle and
112 Hidden Lakes Circle
|
Duncan
|
SC
|
29334
|
STAG East Windsor
|
24 Thompson Road
|
East Windsor
|
CT
|
06088
|
STAG Edgefield, LLC
|
One Tranter Drive
|
Edgefield
|
SC
|
29824
|
STAG Elizabethtown, LLC
|
11 and 33 Industrial Road
|
Elizabethtown
|
PA
|
17022
|
STAG III Elkhart, LLC
|
53105 Marina Drive and
23590 County Road 6
|
Elkhart
|
IN
|
46514
|
STAG El Paso 1, LP
|
1601 Northwestern Drive
|
El Paso
|
TX
|
79912
|
STAG El Paso 2, LP
|
6500 N. Desert Blvd.
|
El Paso
|
TX
|
79912
|
STAG El Paso 3, LP
|
1550 Northwestern
|
El Paso
|
TX
|
79912
|
STAG El Paso 4, LP
|
1701 Northwestern Drive
|
El Paso
|
TX
|
79912
|
STAG El Paso 5, LP
|
1701 Northwestern
|
El Paso
|
TX
|
79912
|
STAG El Paso, LP
|
47 Butterfield Circle
|
El Paso
|
TX
|
79906
|
STAG East Troy, LLC
|
2761 Buell Drive
|
East Troy
|
WI
|
53120
|
STAG Erlanger, LLC
|
1500 Interstate Drive
|
Erlanger
|
KY
|
41018
|
STAG Fairborn, LLC
|
1340 E Dayton Yellow Springs Road
|
Fairborn
|
OH
|
45324
|
STAG Fairfield 3, LLC
|
4275 Thunderbird Lane
|
Fairfield
|
OH
|
45014
|
STAG III Farmington, LLC
|
5786 Collett Road
|
Farmington
|
NY
|
14425
|
STAG Fort Wayne, LLC
|
3424 Centennial Drive
|
Fort Wayne
|
IN
|
46808
|
STAG Franklin, LLC
|
2001 Commerce Parkway
|
Franklin
|
IN
|
46131
|
STAG Gahanna, LLC
|
1120 Morrison Road
|
Gahanna
|
OH
|
43230
|
STAG Garland, LP
|
2901 W. Kingsley Road
|
Garland
|
TX
|
75041
|
STAG Garland 2, LP
|
3502 Regency Crest Drive
|
Garland
|
TX
|
75041
|
STAG Germantown, LLC
|
11900 N. River Lane
|
Germantown
|
WI
|
53022
|
STAG Golden, LLC
|
16200 Table Mountain Parkway
|
Golden
|
CO
|
80403
|
STAG Grand Junction, LLC
|
2139 Bond Street
|
Grand Junction
|
CO
|
81505
|
STAG Grand Rapids, LLC
|
5050 Kendrick Court Drive
|
Grand Rapids
|
MI
|
49512
|
STAG Greenville, LLC
|
201 South Park Drive
|
Greenville
|
SC
|
29607
|
STAG Greer, LLC
|
149 Metro Court
153 Metro Court
154 Metro Court
169 Metro Court
|
Greer
|
SC
|
29650
|
STAG Gurnee 2, LLC
|
3818 Grandville Avenue
|
Gurnee
|
IL
|
60031
|
STAG Gurnee, LLC
|
3800 Swanson Court
|
Gurnee
|
IL
|
60031
|
STAG Hampstead, LLC
|
630 Hanover Pike
|
Hampstead
|
MD
|
21074
|
STAG Harrisonburg, LLC
|
4500 Early Road
|
Harrisonburg
|
VA
|
22801
|
STAG Harvard, LLC
|
875 West Diggins Street
|
Harvard
|
IL
|
60033
|
STAG Hazelwood, LLC
|
7525 Hazelwood Avenue
|
Hazelwood
|
MO
|
63042
|
STAG Hebron, LLC
|
2151 Southpark Drive
|
Hebron
|
KY
|
41018
|
STAG III Holland, LLC
|
414 East 40th Street
|
Holland
|
MI
|
49423
|
STAG Houston 2, L.P.
|
4949 Windfern Road
|
Houston
|
TX
|
77041
|
STAG Houston 3, LP
|
12614 Hempstead Highway
|
Houston
|
TX
|
77092
|
STAG Houston 4, LP
|
1020 Rankin Road
|
Houston
|
TX
|
77073
|
STAG Idaho Falls, LLC
|
3900 South American Way
|
Idaho Falls
|
ID
|
83402
|
STAG Industrial Holdings, LLC
|
1726 Blackhawk Drive
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
4075 Blue Ridge Industrial Pkwy
|
Norcross
|
GA
|
|
STAG Industrial Holdings, LLC
|
2001 Centre Avenue
|
Reading
|
PA
|
|
STAG Industrial Holdings, LLC
|
111 Southchase Boulevard
|
Greenville
|
SC
|
|
STAG Industrial Holdings, LLC
|
1043 Global Avenue
|
Graniteville
|
SC
|
|
STAG Industrial Hodlings, LLC
|
128 Crews Drive
|
Columbia
|
SC
|
|
STAG Industrial Holdings, LLC
|
2151 and 2201 Cabot Blvd. West
|
Langhorne
|
PA
|
|
STAG Industrial Holdings, LLC
|
7500 Tank Avenue
|
Warren
|
MI
|
|
STAG Industrial Holdings, LLC
|
400 Lukens Drive
|
New Castle
|
DE
|
|
STAG Industrial Holdings, LLC
|
35 Otis Street
|
Westborough
|
MA
|
|
STAG Industrial Holdings, LLC
|
5300 Kennedy Road
|
Forest Park
|
GA
|
|
STAG Industrial Holdings, LLC
|
5345 Old Dixie Highway
|
Forest Park
|
GA
|
|
STAG Industrial Holdings, LLC
|
47 Market Street
|
Gardiner
|
ME
|
|
STAG Industrial Holdings, LLC
|
121 Wheeler Court
|
Langhorne
|
PA
|
|
STAG Industrial Holdings, LLC
|
3900 Gantz Road
|
Grove City
|
OH
|
|
STAG Industrial Holdings, LLC
|
16231 Lone Elm Road
|
Olathe
|
KS
|
|
STAG Industrial Holdings, LLC
|
4949 Southwest 20th St.
|
Oklahoma City
|
OK
|
|
STAG Industrial Holdings, LLC
|
321 Foster Ave
|
Wood Dale
|
IL
|
|
STAG Industrial Holdings, LLC
|
9625 55th Street
|
Kenosha
|
WI
|
|
STAG Industrial Holdings, LLC
|
1800 Bruning Drive
|
Itasca
|
IL
|
|
STAG Industrial Holdings, LLC
|
Lot 2, Bruning Drive
|
Itasca
|
IL
|
|
STAG Industrial Holdings, LLC
|
500 W. North Shore Drive
|
Hartland
|
WI
|
|
STAG Industrial Holdings, LLC
|
1 American Eagle Plaza
|
Earth City
|
MO
|
|
STAG Industrial Holdings, LLC
|
5675 North Blackstone Road
|
Spartanburg
|
SC
|
|
STAG Industrial Holdings, LLC
|
222 Old Wire Road
|
West Columbia
|
SC
|
|
STAG Industrial Holdings, LLC
|
1300 Northwest Avenue
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
1400 Northwest Avenue
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
1450 Northwest Avenue
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
1270 Nuclear Drive
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
1145 & 1149 Howard Drive
|
West Chicago
|
IL
|
|
STAG Industrial Holdings, LLC
|
505-507 Stokely Drive
|
DeForest
|
WI
|
|
STAG Industrial Holdings, LLC
|
4300 Alatex Road
|
Montgomery
|
AL
|
|
STAG Industrial Holdings, LLC
|
9696 International Blvd.
|
West Chester
|
OH
|
|
STAG Industrial Holdings, LLC
|
610 Kelsey Court
|
West Columbia
|
SC
|
|
STAG Industrial Holdings, LLC
|
6688 93rd Avenue-N
|
Brooklyn Park
|
MN
|
|
STAG Industrial Holdings, LLC
|
4 Craftsman Road
|
East Windsor
|
CT
|
|
STAG Industrial Holdings, LLC
|
775 Whittaker Road
|
Jacksonville
|
FL
|
|
STAG Industrial Holdings, LLC
|
9601 North Main Street
|
Jacksonville
|
FL
|
|
STAG Industrial Holdings, LLC
|
550 Gun Club Road
|
Jacksonville
|
FL
|
|
STAG Industrial Holdings, LLC
|
555 Zoo Parkway
|
Jacksonville
|
FL
|
|
STAG Industrial Holdings, LLC
|
17-20 Veronica Avenue
|
Franklin Township
|
NJ
|
|
STAG Industrial Holdings, LLC
|
40 Pepes Farm Road
|
Milford
|
CT
|
|
STAG Industrial Holdings, LLC
|
26801 Fargo Avenue
|
Bedford Heights
|
OH
|
|
STAG Industrial Holdings, LLC
|
12100 Inkster Road
|
Redford
|
MI
|
|
STAG Industrial Holdings, LLC
|
13301 Stephens Road
|
Warrant
|
MI
|
|
STAG Industrial Holdings, LLC
|
3751 Sunset Avenue
|
Waukegan
|
IL
|
|
STAG Industrial Holdings, LLC
|
50 Peachview Blvd.
|
Gaffney
|
SC
|
|
STAG Industrial Holdings, LLC
|
2800 Concorde Drive
|
Dayton
|
OH
|
|
STAG Industrial Holdings, LLC
|
775 Logistics Drive
|
Belvidere
|
IL
|
|
STAG Industrial Holdings, LLC
|
2055 Dublin Drive
|
San Diego
|
CA
|
|
STAG Industrial Holdings, LLC
|
9601 Woodend Road
|
Edwardsville
|
KS
|
|
STAG Industrial Holdings, LLC
|
1 Gateway Blvd.
|
Pedricktown
|
NJ
|
|
STAG Industrial Holdings, LLC
|
125 Richwood Road
|
Walton
|
KY
|
|
STAG Industrial Holdings, LLC
|
1953 Lanston Street
|
Rock Hill
|
SC
|
|
STAG Industrial Holdings, LLC
|
2300 Sweeney Drive
|
Clinton
|
PA
|
|
STAG Industrial Holdings, LLC
|
1100 Paramount Parkway
|
Batavia
|
IL
|
|
STAG Industrial Holdings, LLC
|
5 Sterling Drive
|
Wallingford
|
CT
|
|
STAG Industrial Holdings, LLC
|
2761 Hildebrandt Street
|
Romulus
|
MI
|
|
STAG Jackson, LLC
|
1094 Flex Drive
|
Jackson
|
TN
|
38301
|
STAG Janesville, LLC
|
2929 Venture Drive
|
Janesville
|
WI
|
53546
|
STAG Jefferson City, LLC
|
1400 Flat Gap Road
|
Jefferson City
|
TN
|
37760
|
STAG Kansas City 2, LLC
|
1508 North Chouteau Trafficway
|
Kansas City
|
MO
|
64120
|
STAG Kentwood, LLC
|
4070 East Paris Avenue
|
Kentwood
|
MI
|
49512
|
STAG Knoxville 2, LLC
|
2525 Quality Lane
|
Knoxville
|
TN
|
37931
|
STAG Lancaster, LLC
|
2919 Old Tree Road
|
Lancaster
|
PA
|
17603
|
STAG Lansing 2, LLC
|
2780 Sanders Road
|
Lansing
|
MI
|
48917
|
STAG Lansing 4, LLC
|
2051 South Canal Road
|
Lansing
|
MI
|
48917
|
STAG Laurens, LLC
|
103 Cherry Blossom Drive
|
Laurens
|
SC
|
29360
|
STAG Lebanon, LLC
|
1 Keystone Drive
|
So. Lebanon
|
PA
|
17042
|
STAG Lenexa, LLC
|
14000 Marshall Drive
|
Lenexa
|
KS
|
66215
|
STAG III Lewiston, LLC
|
19 Mollison Way
|
Lewiston
|
ME
|
04240
|
STAG Libertyville 1, LLC
|
1755 N. Butterfield Road
|
Libertyville
|
IL
|
60048
|
STAG Libertyville 2, LLC
|
1795 N. Butterfield Road
|
Libertyville
|
IL
|
60048
|
STAG Londonderry, LLC
|
29 Jack's Bridge Road/Clark Rd
|
Londonderry
|
NH
|
03053
|
STAG Longmont, LLC
|
6303 Dry Creek Parkway
|
Longmont
|
CO
|
80503
|
STAG Loudon, LLC
|
1700 Elizabeth Lee Parkway
|
Loudon
|
TN
|
37774
|
STAG Macedonia, LLC
|
1261 E. Highland Road
|
Macedonia
|
OH
|
44056
|
STAG Machesney Park, LLC
|
7166 Greenlee Drive
|
Machesney Park
|
IL
|
61011
|
STAG III Malden, LLC
|
219 and 243 Medford Street
|
Malden
|
MA
|
02148
|
STAG Marion 2, LLC
|
6301 North Gateway Drive
|
Marion
|
IA
|
52302
|
STAG Marshall, LLC
|
1511 George Brown Drive
|
Marshall
|
MI
|
49068
|
STAG Mascot, LLC
|
2122 Holston Bend Drive
|
Mascot
|
TN
|
37806
|
STAG Mascot 2, LLC
|
9575 Commission Drive
|
Mascot
|
TN
|
37806
|
STAG III Mason, LLC
|
800 Pennsylvania Ave
|
Salem
|
OH
|
44460
|
STAG Mason 3, LLC
|
7258 Innovation Way
|
Mason
|
OH
|
45040
|
STAG III Mayville, LLC
|
605 Fourth Street
|
Mayville
|
WI
|
53050
|
STAG Mechanicsburg 1, LLC
|
6350 Brackbill Blvd.
|
Mechanicsburg
|
PA
|
17050
|
STAG Mechanicsburg 2, LLC
|
6 Doughten Road
|
New Kingston
|
PA
|
17072
|
STAG Mechanicsburg 3, LLC
|
245 Salem Church Road
|
Mechanicsburg
|
PA
|
17050
|
STAG Montgomery, LLC
|
2001 Baseline Road
|
Montgomery
|
IL
|
60538
|
STAG Murfreesboro, LLC
|
540 New Salem Road
|
Murfreesboro
|
TN
|
37129
|
STAG Nashua, LLC
|
80 Northwest Boulevard
|
Nashua
|
NH
|
03063
|
STAG Nashville, LLC
|
3258 Ezell Pike
|
Nashville
|
TN
|
37211
|
STAG III Newark, LLC
|
111 Pencader Drive and 113 Pencader Drive
|
Newark
|
DE
|
19702
|
STAG NC Holdings, LP
|
4000 Westinghouse Blvd.
|
Charlotte
|
NC
|
28273
|
STAG NC Holdings, LP
|
913 Airport Road
|
Salisbury
|
NC
|
28144
|
STAG New Berlin, LLC
|
5600 S. Moorland Road
|
New Berlin
|
WI
|
53151
|
STAG New Hope, LLC
|
5520 North Highway 169
|
New Hope
|
MN
|
55428
|
STAG Norton, LLC
|
202 Souh Washington St.
|
Norton
|
MA
|
02766
|
STAG GI New Jersey, LLC
|
190 Strykers Road and
|
Lopatcong
|
NJ
|
08865
|
|
251 Circle Drive North
|
Piscataway
|
NJ
|
08854
|
STAG North Haven, LLC
|
300 Montowese Avenue
|
North Haven
|
CT
|
06473
|
STAG North Jackson 2, LLC
|
500 South Bailey Road
|
North Jackson
|
OH
|
44451
|
STAG Novi 2, LLC
|
25250 Regency Drive
|
Novi
|
MI
|
48375
|
STAG Oakwood Village, LLC
|
26350 E Broadway Avenue
|
Oakwood Village
|
OK
|
44146
|
STAG Ocala, LLC
|
650 Southwest 27th Avenue
|
Ocala
|
FL
|
32861
|
STAG Orlando 2, LLC
|
1854 Central Florida Parkway
|
Orlando
|
FL
|
32837
|
STAG Orlando, LLC
|
7050 Overland Road
|
Orlando
|
FL
|
32810
|
STAG III Pensacola, LLC
|
1301 North Palofax Street
|
Pensacola
|
FL
|
32501
|
STAG Phoenix, LLC
|
4135East Cotton Blvd
|
Phoenix
|
AZ
|
85040
|
STAG Piedmont 1, LLC
|
1100 Piedmont Highway
|
Piedmont
|
SC
|
29673
|
STAG Piedmont 2, LLC
|
1102 Piedmont Highway
|
Piedmont
|
SC
|
29673
|
STAG Piedmont 3, LLC
|
1104 Piedmont Highway
|
Piedmont
|
SC
|
29673
|
STAG Pineville, LLC
|
10519 Industrial Drive
|
Pineville
|
NC
|
28134
|
STAG Plymouth 2, LLC
|
14835 Pilot Drive
|
Plymouth
|
MI
|
48170
|
STAG III Pocatello, LLC
|
805 North Main Street
|
Pocatello
|
ID
|
83204
|
STAG Portage, LLC
|
725 George Nelson Drive
|
Portage
|
IN
|
46368
|
STAG Portland 2, LLC
|
3150 Barry Drive
|
Portland
|
TN
|
37148
|
STAG Portland, LLC
|
125 Industrial Way
|
Portland
|
ME
|
04103
|
STAG III Rapid City, LLC
|
1400 Turbine Drive
|
Rapid City
|
SD
|
57703
|
STAG Reading, LLC
|
171-173 Tuckerton Road
|
Muhlenberg Township
|
PA
|
19605
|
STAG Reno, LLC
|
9025 Moya Blvd.
|
Reno
|
NV
|
89506
|
STAG Rockwall, L.P.
|
3400 Discovery Blvd.
|
Rockwall
|
TX
|
75032
|
STAG Rogers 2, LLC
|
1101 Easy Street
|
Rogers
|
AR
|
72756
|
STAG Sauk Village, LLC
|
21399 Torrence Avenue
|
Sauk Village
|
IL
|
60411
|
STAG Savage, LLC
|
14399 Huntington Avenue
|
Savage
|
MN
|
55378
|
STAG Savannah, LLC
|
1086 Oracal Parkway
|
Savannah
|
GA
|
31308
|
STAG III Sergeant Bluff, LLC
|
102 Sergeant Square Drive
|
Sergeant Bluff
|
IA
|
51054
|
STAG IV Seville, LLC
|
5160 & 5180 Greenwich Road
|
Seville
|
OH
|
44273
|
STAG Shannon, LLC
|
212 Burlington Drive
|
Shannon
|
GA
|
30172
|
STAG South Holland, LLC
|
16750 South Vincennes Road
|
South Holland
|
IL
|
60473
|
STAG Shreveport, LLC
|
7540 West Bert Kouns Industrial
|
Shreveport
|
LA
|
71129
|
STAG Simpsonville, LLC
|
101 Harrison Bridge Road and
103 Harrison Bridge Road
|
Simpsonville
|
SC
|
29681
|
STAG Smyrna, LLC
|
3500 Highlands Parkway
|
Smyrna
|
GA
|
30082
|
STAG South Bend, LLC
|
3310 William Richardson Court
|
South Bend
|
IN
|
46628
|
STAG 5101 South Council Road, LLC
|
5101 South Council Road
|
Oklahoma City
|
OK
|
73179
|
STAG Sparks 2, LLC
|
325 E. Nugget Avenue
|
Sparks
|
MD
|
89436
|
STAG Spartanburg, LLC
|
150-160 National Avenue
|
Spartanburg
|
SC
|
29303
|
STAG Spartanburg 3, LLC
|
950 Brisack Road
|
Spartanburg
|
SC
|
29303
|
STAG Springfield, LLC
|
1000 Titus Road
|
Springfield
|
OH
|
45502
|
STAG Statham, LLC
|
1965 Statham Drive
|
Statham
|
GA
|
30666
|
STAG Stoughton 1, LLC
|
12 Campanelli Parkway
|
Stoughton
|
MA
|
02072
|
STAG Stoughton 2, LLC
|
100 Campanelli Parkway
|
Stoughton
|
MA
|
02072
|
STAG Strongsville, LLC
|
12930 Darice Parkway
|
Strongsville
|
OH
|
44149
|
STAG IV Sun Prairie, LLC
|
1615 Commerce Drive
|
Sun Prairie
|
WI
|
53590
|
STAG Toledo, LLC
|
1800 Jason Street
|
Toledo
|
OH
|
43611
|
STAG Tulsa, LLC
|
11607 East 43rd Street
|
Tulsa
|
OK
|
74146
|
STAG III Twinsburg, LLC
|
7990 Bavaria Road
|
Twinsburg
|
OH
|
44087
|
STAG TX Holdings, LP
|
1650 S. Highway 67
|
Cedar Hill
|
TX
|
75104
|
STAG TX Holdings, LP
|
7300 Airport Blvd.
|
Houston
|
TX
|
77061
|
STAG TX Holdings, LP
|
1610 Cornerway Boulevard
|
San Antonio
|
TX
|
78219
|
STAG TX Holdings, LP
|
13808 Humphrey Road
|
Laredo
|
TX
|
78040
|
STAG TX Holdings, LP
|
868 Pear Street
|
Houston
|
TX
|
|
STAG TX Holdings, LP
|
13627 West Hardy Road
|
Houston
|
TX
|
|
STAG TX Holdings, LP
|
14620 Henry Road
|
Houston
|
TX
|
|
STAG Visalia, LP
|
2500 N. Plaza Drive
|
Visalia
|
CA
|
93292
|
STAG IV Waco, L.P.
|
101 Apron Road
|
Waco
|
TX
|
76705
|
STAG West Allis, LLC
|
2077, 2207, 2145 & 2025 S. 114th St.
|
West Allis
|
WI
|
53227
|
STAG West Chester, LLC
|
4700 Muhlhauser Road
|
Hamilton
|
OH
|
45011
|
STAG Williamsport, LLC
|
3300 Wahoo Drive
|
Williamsport
|
PA
|
17701
|
STAG Woodstock, LLC
|
1005 Courtaulds Drive
|
Woodstock
|
IL
|
60098
|
STAG III Youngstown LLC
|
300 Spencer Mattingly Lane
|
Bardstown
|
KY
|
40004
|
STAG Yorkville, LLC
|
13900 West Grandview Parkway
|
Yorkville
|
WI
|
53126
|
|
STAG Industrial Holdings, LLC
|
|
100% owned by Borrower
|
|
|
STAG Investments Holdings III, LLC
|
|
100% owned by Borrower
|
|
|
STAG Investments Holdings IV, LLC
|
|
100% owned by Borrower
|
|
|
STAG GI Investments Holdings, LLC
|
|
100% owned by Borrower
|
|
|
STAG NC GP, LLC
|
|
100% owned by Borrower
|
|
(i)
|
100% owned by STAG Investments Holdings III, LLC unless noted:
|
(ii)
|
100% owned by STAG Investments Holdings IV, LLC unless noted:
|
(iii)
|
100% owned by STAG GI Investments Holdings, LLC:
|
(iv)
|
100% owned by STAG Industrial Holdings, LLC unless noted:
|
(v)
|
Owned by STAG NC GP, LLC:
|
Loan
|
Balance (in millions) as of December 31, 2016
|
Balance (in millions) as of March 31, 2017
|
Balance (in millions) as of June 30, 2017
|
Interest Rate Type
|
Interest Rate as of March 31,
2017
|
Maturity Date
|
Wells Fargo Bank, N.A. Unsecured Revolving Credit Facility
|
28.0
|
71.0
|
130.00
|
VARIABLE
|
LIBOR + 1.15%
|
12/18/19
|
Union Fidelity Life Insurance, Co. (Hazelwood)
|
5.4
|
0
|
0
|
FIXED
|
5.81%
|
04/30/17
|
Webster Bank N.A. (Portland)
|
2.9
|
0
|
0
|
FIXED
|
3.66%
|
05/29/17
|
Webster Bank N.A. (East Windsor)
|
3.1
|
0
|
0
|
FIXED
|
3.64%
|
05/31/17
|
Connecticut General Life Insurance Company (Tranche 1)
|
35.3
|
35.2
|
35.0
|
FIXED
|
6.50%
|
02/01/18
|
Connecticut General Life Insurance Company (Tranche 2)
|
36.9
|
36.7
|
36.5
|
FIXED
|
5.75%
|
02/01/18
|
Connecticut General Life Insurance Company (Tranche 3)
|
16.1
|
16.1
|
16.0
|
FIXED
|
5.88%
|
02/01/18
|
Wells Fargo Bank, N.A. Unsecured Term Loan A
|
150.0
|
150.0
|
150.0
|
VARIABLE
|
LIBOR + 1.30%
|
03/31/22
|
Wells Fargo Bank, N.A. Unsecured Term Loan B
|
150.0
|
150.0
|
150.0
|
VARIABLE
|
LIBOR + 1.30%
|
03/21/21
|
Wells Fargo Bank, N.A. Unsecured Term Loan C
|
150.0
|
150.0
|
150.0
|
VARIABLE
|
LIBOR + 1.30%
|
09/29/20
|
Wells Fargo Bank, N.A. (CMBS loan)
|
56.6
|
56.2
|
55.8
|
FIXED
|
4.31%
|
12/01/22
|
Wells Fargo Bank, N.A. (CMBS Yorkville)
|
4.0
|
4.0
|
0
|
FIXED
|
5.90%
|
08/01/17
|
Thrivent Financial for Lutherans (Rock Hill 2)
|
4.0
|
4.0
|
4.0
|
FIXED
|
4.78%
|
12/15/23
|
Series A Unsecured Notes
|
50.0
|
50.0
|
50.0
|
FIXED
|
4.98%
|
10/01/24
|
Series B Unsecured Notes
|
50.0
|
50.0
|
50.0
|
FIXED
|
4.98%
|
07/01/26
|
Series C Unsecured Notes
|
80.0
|
80.0
|
80.0
|
FIXED
|
4.42%
|
12/30/26
|
Series D Unsecured Notes
|
100.0
|
100.0
|
100.0
|
FIXED
|
4.32%
|
02/20/25
|
Series E Unsecured Notes
|
20.0
|
20.0
|
20.0
|
FIXED
|
4.42%
|
02/20/27
|
Series F Unsecured Notes
|
100.0
|
100.0
|
100.0
|
FIXED
|
3.98%
|
01/05/23
|
Total
|
$1,042.3
|
$1,073.2
|
$1,127.3
|
|
|
|
(1)
|
The above amounts are principal amounts only and do not include any unamortized fair market value premiums.
|
Chief Executive Officer/President
|
Benjamin S. Butcher
|
Chief Financial Officer
|
William R. Crooker
|
Chief Operating Officer
|
Stephen C. Mecke
|
Controller
|
Jaclyn Paul
|
Secretary
|
Jeffrey M. Sullivan
|
Assistant Secretary
|
Alan H. Simmons
|
A.
|
Borrower requests a [Committed Borrowing of Committed Loans][a conversion or continuation of Committed Loans] in the amount of $________________________. Such amount should be credited as set forth in Borrower Remittance Instructions.
|
B.
|
Borrower requests the [Committed Borrowing of Committed Loans][a conversion or continuation of Committed Loans]:
|
a.
|
On ____________________________ (a Business Day).
|
b.
|
Comprised of ________________________________.
|
c.
|
For LIBOR Loans: with an Interest Period of [one (1)][two (2)][three (3)][six (6)] month(s).
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner
|
||
|
|
|||
|
By:
|
|
||
|
Name:
|
|
||
|
Title:
|
|
|
|
|
|
Date
|
Type of Loan Made
|
Amount of Loan Made
|
End of Interest Period
|
Amount of Principal or Interest Paid This Date
|
Outstanding Principal Balance This Date
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner
|
||
|
|
|||
|
By:
|
|
||
|
Name:
|
|
||
|
Title:
|
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
|
||
|
Name:
|
|
||
|
Title:
|
|
|
|
I.
Section 8.14(a)
– Maximum Consolidated Leverage Ratio.
|
|
|
|
A. Consolidated Total Debt as of the Statement Date:
|
$
|
|
|
B. Total Asset Value as of the Statement Date (See
Schedule 2
):
|
$
|
|
|
C. Consolidated Leverage Ratio (Line I.A
divided by
Line I.B):
|
%
|
|
|
Maximum permitted
:
|
60
|
%
|
1
|
II.
Section 8.14(b)
– Maximum Secured Leverage Ratio.
|
|
|
|
A. Secured Indebtedness of Parent and its Subsidiaries as of the Statement Date:
|
$
|
|
|
B. Total Asset Value as of the Statement Date (See
Schedule 2
):
|
$
|
|
|
C. Secured Leverage Ratio (Line II.A
divided by
Line II.B):
|
%
|
|
|
Maximum permitted
:
|
40%
|
|
|
III.
Section 8.14(c)
– Maximum Unencumbered Leverage Ratio.
|
|
|
|
A. Unsecured Indebtedness of Parent and its Subsidiaries as of the Statement Date:
|
$
|
|
|
B. Unencumbered Asset Value as of the Statement Date (See
Schedule 2
):
|
$
|
|
|
C. Unencumbered Leverage Ratio (Line III.A
divided by
Line III.B):
|
%
|
|
|
Maximum permitted
:
|
60
|
%
|
2
|
IV.
Section 8.14(d)
– Maximum Secured Recourse Debt.
|
|
|
|
A. Secured Indebtedness which is Recourse Indebtedness with respect to the Borrower, as of the Statement Date:
|
$
|
|
|
B. Total Asset Value as of the Statement Date (See
Schedule 2
):
|
$
|
|
|
C. Secured Recourse Debt Ratio (Line IV.A
divided by
Line IV.B):
|
%
|
|
|
Maximum permitted
:
|
7.5%
|
|
|
V.
Section 8.14(e)
– Minimum Fixed Charge Ratio.
|
|
|
1
|
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
|
2
|
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
|
|
3 Select as appropriate.
|
Assignor[s]
5
|
Assignee[s]
6
|
Aggregate
Amount of Commitment/ Loans for all Lenders 7 |
Amount of Commitment/ Loans Assigned
|
Percentage
Assigned of Commitment/ Loans 8 |
CUSIP
Number |
|
|
|
$______
|
$______
|
______
%
|
|
|
|
|
$______
|
$______
|
______
%
|
|
|
|
|
$______
|
$______
|
______
%
|
|
|
|
|
|
|
|
|
|
|
|
ASSIGNOR
|
|
|
|
|
|
|
|
[NAME OF ASSIGNOR]
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
6 List each Assignee, as appropriate.
|
7
|
Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
|
|
8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
|
9
|
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
|
|
|
ASSIGNEE
|
|
|
|
|
|
|
|
[NAME OF ASSIGNEE]
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
Country of Origin ________________
|
Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.
|
|||
|
Primary Credit Contact
|
|
Secondary Credit Contact
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
Facsimile:
|
|
|
|
E-Mail Address:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
Facsimile:
|
|
|
|
E-Mail Address:
|
|
|
|
|
Primary Operations Contact
|
|
Secondary Operations Contact
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
Facsimile:
|
|
|
|
E-Mail Address:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
Facsimile:
|
|
|
|
E-Mail Address:
|
|
|
|
Name:
|
|
|
|
Working Title:
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Telephone:
|
|
|
|
E-Mail Address:
|
|
|
|
Access Level
Operational or Credit:
|
|
|
|
Lender’s Domestic Wire Instructions
|
|
Bank Name:
|
|
City and State:
|
|
ABA/Routing No.:
|
|
Account Name:
|
|
Account No.:
|
|
FFC Account Name:
|
|
FFC Account No.:
|
|
Attention:
|
|
Reference:
|
|
Lender’s Foreign Wire Instructions (please include wiring instructions for EACH currency as applicable)
|
|
Bank Name:
|
|
ABA/Routing No.:
|
|
Account Name:
|
|
Account No.:
|
|
FFC Account Name:
|
|
FFC Account No.:
|
|
Attention:
|
|
Reference:
|
|
SWIFT:
|
|
Country of Origin:
|
|
Agent’s Wire Instructions
|
|
Bank Name:
|
|
City and State:
|
|
ABA/Routing No.:
|
|
Account Name:
|
|
Account No.:
|
|
FFC Account Name:
|
|
FFC Account No.:
|
|
Attention:
|
|
Reference:
|
|
•
|
Attach Form W-9 for current Tax Year
|
•
|
Confirm Tax ID Number:
|
•
|
Attach Form W-8 for current Tax Year
|
•
|
Confirm Tax ID Number:
|
•
|
Attach Form W-8 for current Tax Year
|
•
|
Confirm Tax ID Number:
|
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
|
||
|
Name:
|
|
||
|
Title:
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
STAG III Arlington, L.P.,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP III, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
STAG IV Waco, LP,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP IV, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG TX GP 2, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG CA GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STIR Investments GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG NC GP, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
their General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
1.
|
STAG Investments Holdings III, LLC, a Delaware limited liability company
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
Date:
|
_________ __, 20[ ]
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
Date:
|
_________ __, 20[ ]
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
Date:
|
_________ __, 20[ ]
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
Date:
|
_________ __, 20[ ]
|
Section I – General Authorization.
All persons listed below are also listed in the most recent borrowing resolution. Any one (1) of the persons indicated below (“Authorized Signers”) is authorized to act on behalf of Borrower for all purposes including, but not limited to obtaining any and all information pertaining to the Loan, requesting any action under the loan documents, providing any certificates on behalf of Borrower, and appointing and changing Authorized Persons (defined in Section II below). All persons who signed the Loan Agreement on behalf of Borrower must sign in this Section I acknowledging their agreement with the below listed Authorized Persons.
|
||
Name
|
Title
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section II – Draw Requests for Loan Proceeds Authorization.
Any one (1) of the persons indicated below (“Authorized Persons”) is authorized to act on behalf of Borrower in providing draw requests and/or requisitions and requesting disbursements of Loan proceeds and/or proceeds from the applicable reserve account.
|
||
Name
|
Title
|
Signature
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Printed Name of Authorizing Party
|
|
(Signature)
|
|
(Title)
|
|
(Phone Number)
|
1.
|
Definitions
. All capitalized undefined terms used in this Second Amendment shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.
|
2.
|
Amendments to Credit Agreement
. Effective as set forth in
Section 3
below, the Credit Agreement is hereby amended as follows.
|
“4.06
|
Guaranty
. An Acceptable Property shall not be deemed an Unencumbered Property until the applicable Subsidiary Guarantor shall have executed and delivered (or caused to be executed and delivered) to the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, the Subsidiary Guaranty.”
|
“(e)
|
No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with
Section 7.03(f)
.”
|
3.
|
Conditions to Effectiveness
. This Second Amendment shall not be effective until the Administrative Agent shall have received (a) counterparts of (i) this Second Amendment duly executed and delivered by the Borrower, the Parent, the Administrative Agent, and the Required Lenders and (ii) duly executed copies of a Reaffirmation of Subsidiary Guaranty in the form of
Exhibit A
attached hereto from each of the Subsidiary Guarantors identified thereon; and (b) all the fees and expenses required to be paid on or before the effectiveness of this Second Amendment.
|
4.
|
Representations and Warranties
. The Borrower hereby represents and warrants that the representations and warranties of the Borrower and each other Loan Party contained in
Article VI
of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) as of such earlier date.
|
5.
|
Limited Amendment; Ratification of Credit Documents
. Except as specifically amended or modified hereby, the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This Second Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, except as expressly set forth herein.
|
6.
|
Governing Law
. This Second Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
|
7.
|
Miscellaneous
. This Second Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Second Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this Second Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Second Amendment. Each of the Borrower and the Parent represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this Second Amendment. This Second Amendment shall constitute a Loan Document.
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING
|
|||
|
PARTNERSHIP, L.P.
,
|
|||
|
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Authorized Officer
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Chief Operating Officer and
|
|
|
|
|
Executive Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL
|
|
|
|
ASSOCIATION
,
|
|
|
|
as the Administrative Agent, a Lender, an L/C Issuer,
|
|
|
|
and the Swing Line Lender
|
|
|
|
|
|
|
|
By:
|
/s/ D. Bryan Gregory
|
|
|
Name:
|
D. Bryan Gregory
|
|
|
Title:
|
Director
|
|
|
BANK OF AMERICA, N.A.
,
|
|
|
|
as a Lender and L/C Issuer
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Blomstedt
|
|
|
Name:
|
Andrew Blomstedt
|
|
|
Title:
|
Senior Vice President
|
|
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Frederick H. Denecke
|
|
|
Name:
|
Frederick H. Denecke
|
|
|
Title:
|
Senior Vice President
|
|
|
REGIONS BANK,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Paul E. Burgan
|
|
|
Name:
|
Paul E. Burgan
|
|
|
Title:
|
VP
|
|
|
ROYAL BANK OF CANADA,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Sheena Lee
|
|
|
Name:
|
Sheena Lee
|
|
|
Title:
|
Authorized Signatory
|
|
|
CITIBANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John C. Rowland
|
|
|
Name:
|
John C. Rowland
|
|
|
Title:
|
Vice President
|
|
|
PNC BANK NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Michelle Gouin
|
|
|
Name:
|
Michelle Gouin
|
|
|
Title:
|
Vice President
|
|
|
TD BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Rory Desmond
|
|
|
Name:
|
Rory Desmond
|
|
|
Title:
|
Vice President
|
|
|
RAYMOND JAMES BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Matt Stein
|
|
|
Name:
|
Matt Stein
|
|
|
Title:
|
Vice President
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Michael E. Hussey
|
|
|
Name:
|
Michael E. Hussey
|
|
|
Title:
|
Senior Vice President
|
|
|
MORGAN STANLEY BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Emanuel Ma
|
|
|
Name:
|
Emanuel Ma
|
|
|
Title:
|
Authorized Signatory
|
|
|
BRANCH BANKING AND TRUST COMPANY,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Edwards
|
|
|
Name:
|
Mark Edwards
|
|
|
Title:
|
Senior Vice President
|
By:
|
|
Name:
|
|
Title:
|
|
STAG III Arlington, L.P.,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP III, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
STAG IV Waco, LP,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP IV, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG TX GP 2, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG CA GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STIR Investments GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG NC GP, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
their General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
1.
|
Definitions
. All capitalized undefined terms used in this First Amendment shall have the meanings ascribed thereto in the Loan Agreement, as amended hereby.
|
2.
|
Amendments to Loan Agreement
. Effective as set forth in
Section 3
below, the Loan Agreement is hereby amended as follows.
|
“(e)
|
No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with
Section 7.03(f)
.”
|
3.
|
Conditions to Effectiveness
. This First Amendment shall not be effective until the Administrative Agent shall have received (a) counterparts of (i) this First Amendment duly executed and delivered by the Borrower, the Parent, the Administrative Agent, and the Required Lenders and (ii) duly executed copies of a Reaffirmation of Subsidiary Guaranty in the form of
Exhibit A
attached hereto from each of the Subsidiary Guarantors identified thereon; and (b) all the fees and expenses required to be paid on or before the effectiveness of this First Amendment.
|
4.
|
Representations and Warranties
. The Borrower hereby represents and warrants that the representations and warranties of the Borrower and each other Loan Party contained in
Article VI
of the Loan Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) as of such earlier date.
|
5.
|
Limited Amendment; Ratification of Loan Documents
. Except as specifically amended or modified hereby, the terms and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This First Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Loan Agreement or any other Loan Document, except as expressly set forth herein.
|
6.
|
Governing Law
. This First Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
|
7.
|
Miscellaneous
. This First Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this First Amendment. Each of the Borrower and the Parent represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this First Amendment. This First Amendment shall constitute a Loan Document.
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING PARTNERSHIP,
|
|||
|
L.P.
,
|
|||
|
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Authorized Officer
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Chief Operating Officer and
|
|
|
|
|
Executive Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL
|
|
|
|
ASSOCIATION
,
|
|
|
|
as the Administrative Agent and a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ D. Bryan Gregory
|
|
|
Name:
|
D. Bryan Gregory
|
|
|
Title:
|
Director
|
|
|
TD BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Rory Desmond
|
|
|
Name:
|
Rory Desmond
|
|
|
Title:
|
Vice President
|
|
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Frederick H. Denecke
|
|
|
Name:
|
Frederick H. Denecke
|
|
|
Title:
|
Senior Vice President
|
|
|
REGIONS BANK,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Paul E. Burgan
|
|
|
Name:
|
Paul E. Burgan
|
|
|
Title:
|
Vice President
|
By:
|
|
Name:
|
|
Title:
|
|
STAG III Arlington, L.P.,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP III, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
STAG IV Waco, LP,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP IV, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG TX GP 2, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG CA GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STIR Investments GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG NC GP, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
their General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
1.
|
Definitions
. All capitalized undefined terms used in this First Amendment shall have the meanings ascribed thereto in the Loan Agreement, as amended hereby.
|
2.
|
Amendments to Loan Agreement
. Effective as set forth in
Section 3
below, the Loan Agreement is hereby amended as follows.
|
“4.06
|
Guaranty
. An Acceptable Property shall not be deemed an Unencumbered Property until the applicable Subsidiary Guarantor shall have executed and delivered (or caused to be executed and delivered) to the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, the Subsidiary Guaranty.”
|
“(e)
|
No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with
Section 7.03(f)
.”
|
3.
|
Conditions to Effectiveness
. This First Amendment shall not be effective until the Administrative Agent shall have received (a) counterparts of (i) this First Amendment duly executed and delivered by the Borrower, the Parent, the Administrative Agent, and the Required Lenders and (ii) duly executed copies of a Reaffirmation of Subsidiary Guaranty in the form of
Exhibit A
attached hereto from each of the Subsidiary Guarantors identified thereon; and (b) all the fees and expenses required to be paid on or before the effectiveness of this Second Amendment.
|
4.
|
Representations and Warranties
. The Borrower hereby represents and warrants that the representations and warranties of the Borrower and each other Loan Party contained in
Article VI
of the Loan Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) as of such earlier date.
|
5.
|
Limited Amendment; Ratification of Loan Documents
. Except as specifically amended or modified hereby, the terms and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This First Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Loan Agreement or any other Loan Document, except as expressly set forth herein.
|
6.
|
Governing Law
. This First Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
|
7.
|
Miscellaneous
. This First Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this First Amendment. Each of the Borrower and the Parent represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this First Amendment. This First Amendment shall constitute a Loan Document.
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING PARTNERSHIP,
|
|||
|
L.P.
,
|
|||
|
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Authorized Officer
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Chief Operating Officer and
|
|
|
|
|
Executive Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|
|
|
as the Administrative Agent and a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ D. Bryan Gregory
|
|
|
Name:
|
D. Bryan Gregory
|
|
|
Title:
|
Director
|
|
|
TD BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Rory Desmond
|
|
|
Name:
|
Rory Desmond
|
|
|
Title:
|
Vice President
|
|
|
CAPITAL ONE, NATIONAL ASSOCIATION,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Frederick H. Denecke
|
|
|
Name:
|
Frederick H. Denecke
|
|
|
Title:
|
Senior Vice President
|
|
|
REGIONS BANK,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Paul E. Burgan
|
|
|
Name:
|
Paul E. Burgan
|
|
|
Title:
|
Vice President
|
|
|
RAYMOND JAMES BANK, N.A.,
|
|
|
|
as a Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Matt Stein
|
|
|
Name:
|
Matt Stein
|
|
|
Title:
|
Vice President
|
By:
|
|
Name:
|
|
Title:
|
|
STAG III Arlington, L.P.,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP III, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
STAG IV Waco, LP,
|
|||
a Delaware limited partnership
|
|||
|
|
|
|
By:
|
STIR Investments GP IV, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG TX GP 2, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG CA GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STIR Investments GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG NC GP, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
their General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
1.
|
Definitions
. All capitalized undefined terms used in this Second Amendment shall have the meanings ascribed thereto in the Loan Agreement, as amended hereby.
|
2.
|
Amendments to Loan Agreement
. Effective as set forth in
Section 3
below, the Loan Agreement is hereby amended as follows.
|
“4.06
|
Guaranty
. An Acceptable Property shall not be deemed an Unencumbered Property until the applicable Subsidiary Guarantor shall have executed and delivered (or caused to be executed and delivered) to the Administrative Agent, for the benefit of the Lenders and any Specified Derivatives Providers, the Subsidiary Guaranty.”
|
“(e)
|
No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or material adverse zoning proceeding for which the Administrative Agent has not been notified in accordance with
Section 7.03(f)
.”
|
3.
|
Conditions to Effectiveness
. This Second Amendment shall not be effective until the Administrative Agent shall have received (a) counterparts of (i) this Second Amendment duly executed and delivered by the Borrower, the Parent, the Administrative Agent, and the Required Lenders and (ii) duly executed copies of a Reaffirmation of Subsidiary Guaranty in the form of
Exhibit A
attached hereto from each of the Subsidiary Guarantors identified thereon; and (b) all the fees and expenses required to be paid on or before the effectiveness of this Second Amendment.
|
4.
|
Representations and Warranties
. The Borrower hereby represents and warrants that the representations and warranties of the Borrower and each other Loan Party contained in
Article VI
of the Loan Agreement or any
|
5.
|
Limited Amendment; Ratification of Loan Documents
. Except as specifically amended or modified hereby, the terms and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, and are hereby ratified and affirmed in all respects. This Second Amendment shall not be deemed a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Loan Agreement or any other Loan Document, except as expressly set forth herein.
|
6.
|
Governing Law
. This Second Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
|
7.
|
Miscellaneous
. This Second Amendment may be executed in any number of counterparts, which shall together constitute an entire original agreement, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Second Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this Second Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Second Amendment. Each of the Borrower and the Parent represents and warrants that it has consulted with independent legal counsel of its selection in connection herewith and is not relying on any representations or warranties of the Administrative Agent or the Lenders or their counsel in entering into this Second Amendment. This Second Amendment shall constitute a Loan Document.
|
|
BORROWER:
|
|||
|
|
|||
|
STAG INDUSTRIAL OPERATING
|
|||
|
PARTNERSHIP, L.P.
,
|
|||
|
a Delaware limited partnership
|
|||
|
|
|||
|
By:
|
STAG Industrial GP, LLC
|
||
|
Its:
|
General Partner
|
||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Authorized Officer
|
|
|
|
|
|||
|
|
|||
|
PARENT:
|
|||
|
|
|||
|
STAG INDUSTRIAL, INC.
,
|
|||
|
a Maryland corporation
|
|||
|
|
|||
|
By:
|
/s/ Stephen C. Mecke
|
||
|
Name:
|
Stephen C. Mecke
|
||
|
Title:
|
Chief Operating Officer and
|
|
|
|
|
Executive Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL
|
|
|
|
ASSOCIATION,
|
|
|
|
as the Administrative Agent and a Lender
|
|
|
|
|
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By:
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/s/ D. Bryan Gregory
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Name:
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D. Bryan Gregory
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Title:
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Director
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BANK OF AMERICA, N.A.
,
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as a Lender
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By:
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/s/ Andrew Blomstedt
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Name:
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Andrew Blomstedt
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Title:
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Senior Vice President
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CAPITAL ONE, NATIONAL ASSOCIATION,
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as a Lender
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By:
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/s/ Frederick H. Denecke
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Name:
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Frederick H. Denecke
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Title:
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Senior Vice President
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REGIONS BANK,
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as a Lender
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By:
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/s/ Paul E. Burgan
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Name:
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Paul E. Burgan
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Title:
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Vice President
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CITIBANK, N.A.,
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as a Lender
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By:
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/s/ John C. Rowland
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Name:
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John C. Rowland
|
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Title:
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Vice President
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PNC BANK NATIONAL ASSOCIATION,
|
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as a Lender
|
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By:
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/s/ Michelle Gouin
|
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Name:
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Michelle Gouin
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Title:
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Vice President
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TD BANK, N.A.,
|
|
|
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as a Lender
|
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|
|
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By:
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/s/ Rory Desmond
|
|
|
Name:
|
Rory Desmond
|
|
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Title:
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Vice President
|
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RAYMOND JAMES BANK, N.A.,
|
|
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as a Lender
|
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By:
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/s/ Matt Stein
|
|
|
Name:
|
Matt Stein
|
|
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Title:
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Vice President
|
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U.S. BANK NATIONAL ASSOCIATION,
|
|
|
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as a Lender
|
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By:
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/s/ Michael E. Hussey
|
|
|
Name:
|
Michael E. Hussey
|
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Title:
|
Senior Vice President
|
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MORGAN STANLEY BANK, N.A.,
|
|
|
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as a Lender
|
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By:
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/s/ Emanuel Ma
|
|
|
Name:
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Emanuel Ma
|
|
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Title:
|
Authorized Signatory
|
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BRANCH BANKING AND TRUST COMPANY,
|
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|
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as a Lender
|
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By:
|
/s/ Mark Edwards
|
|
|
Name:
|
Mark Edwards
|
|
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Title:
|
Senior Vice President
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By:
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|
Name:
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|
Title:
|
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STAG III Arlington, L.P.,
|
|||
a Delaware limited partnership
|
|||
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By:
|
STIR Investments GP III, LLC,
|
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|
a Delaware limited liability company,
|
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|
|
its General Partner
|
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By:
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Name:
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Title:
|
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STAG IV Waco, LP,
|
|||
a Delaware limited partnership
|
|||
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By:
|
STIR Investments GP IV, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
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By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
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By:
|
STAG TX GP 2, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG CA GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STIR Investments GP, LLC
|
|
|
|
a Delaware limited liability company,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
By:
|
STAG NC GP, LLC,
|
|
|
|
a Delaware limited liability company,
|
|
|
|
their General Partner
|
|
|
|
|
|
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By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
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: November 2, 2017
|
/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: November 2, 2017
|
/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: November 2, 2017
|
/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
|