|
Maryland
|
|
27-3099608
|
|
(State or other jurisdiction of
|
|
(IRS Employer Identification No.)
|
|
incorporation or organization)
|
|
|
|
|
|
|
|
One Federal Street
|
|
|
|
23rd Floor
|
|
|
|
Boston,
|
Massachusetts
|
|
02110
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common stock, $0.01 par value per share
|
STAG
|
New York Stock Exchange
|
6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)
|
STAG-PC
|
New York Stock Exchange
|
|
|
|
|
|
|
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|
|
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||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Rental Property:
|
|
|
|
||||
Land
|
$
|
397,193
|
|
|
$
|
364,023
|
|
Buildings and improvements, net of accumulated depreciation of $344,597 and $316,930, respectively
|
2,574,746
|
|
|
2,285,663
|
|
||
Deferred leasing intangibles, net of accumulated amortization of $229,864 and $246,502, respectively
|
381,133
|
|
|
342,015
|
|
||
Total rental property, net
|
3,353,072
|
|
|
2,991,701
|
|
||
Cash and cash equivalents
|
5,092
|
|
|
7,968
|
|
||
Restricted cash
|
4,503
|
|
|
14,574
|
|
||
Tenant accounts receivable
|
45,871
|
|
|
42,236
|
|
||
Prepaid expenses and other assets
|
36,919
|
|
|
36,902
|
|
||
Interest rate swaps
|
983
|
|
|
9,151
|
|
||
Operating lease right-of-use assets
|
15,717
|
|
|
—
|
|
||
Total assets
|
$
|
3,462,157
|
|
|
$
|
3,102,532
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Unsecured credit facility
|
$
|
129,000
|
|
|
$
|
100,500
|
|
Unsecured term loans, net
|
596,879
|
|
|
596,360
|
|
||
Unsecured notes, net
|
572,684
|
|
|
572,488
|
|
||
Mortgage notes, net
|
55,659
|
|
|
56,560
|
|
||
Accounts payable, accrued expenses and other liabilities
|
49,911
|
|
|
45,507
|
|
||
Interest rate swaps
|
18,865
|
|
|
4,011
|
|
||
Tenant prepaid rent and security deposits
|
21,220
|
|
|
22,153
|
|
||
Dividends and distributions payable
|
16,822
|
|
|
13,754
|
|
||
Deferred leasing intangibles, net of accumulated amortization of $10,854 and $12,764, respectively
|
20,340
|
|
|
21,567
|
|
||
Operating lease liabilities
|
17,525
|
|
|
—
|
|
||
Total liabilities
|
1,498,905
|
|
|
1,432,900
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, par value $0.01 per share, 20,000,000 and 15,000,000 shares authorized at June 30, 2019 and December 31, 2018, respectively,
|
|
|
|
||||
Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at June 30, 2019 and December 31, 2018
|
75,000
|
|
|
75,000
|
|
||
Common stock, par value $0.01 per share, 300,000,000 and 150,000,000 shares authorized at June 30, 2019 and December 31, 2018, respectively, 126,372,945 and 112,165,786 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
1,264
|
|
|
1,122
|
|
||
Additional paid-in capital
|
2,501,013
|
|
|
2,118,179
|
|
||
Cumulative dividends in excess of earnings
|
(653,759
|
)
|
|
(584,979
|
)
|
||
Accumulated other comprehensive income (loss)
|
(17,771
|
)
|
|
4,481
|
|
||
Total stockholders’ equity
|
1,905,747
|
|
|
1,613,803
|
|
||
Noncontrolling interest
|
57,505
|
|
|
55,829
|
|
||
Total equity
|
1,963,252
|
|
|
1,669,632
|
|
||
Total liabilities and equity
|
$
|
3,462,157
|
|
|
$
|
3,102,532
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|||||
Rental income
|
$
|
96,362
|
|
|
$
|
84,866
|
|
|
$
|
191,977
|
|
|
$
|
167,993
|
|
Other income
|
284
|
|
|
608
|
|
|
371
|
|
|
764
|
|
||||
Total revenue
|
96,646
|
|
|
85,474
|
|
|
192,348
|
|
|
168,757
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|||||
Property
|
16,955
|
|
|
16,124
|
|
|
36,466
|
|
|
33,623
|
|
||||
General and administrative
|
8,587
|
|
|
7,978
|
|
|
17,799
|
|
|
16,726
|
|
||||
Depreciation and amortization
|
44,633
|
|
|
40,901
|
|
|
86,936
|
|
|
80,866
|
|
||||
Loss on impairments
|
—
|
|
|
—
|
|
|
5,344
|
|
|
2,934
|
|
||||
Other expenses
|
427
|
|
|
350
|
|
|
826
|
|
|
641
|
|
||||
Total expenses
|
70,602
|
|
|
65,353
|
|
|
147,371
|
|
|
134,790
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest and other income
|
2
|
|
|
7
|
|
|
18
|
|
|
13
|
|
||||
Interest expense
|
(12,193
|
)
|
|
(11,512
|
)
|
|
(25,027
|
)
|
|
(22,904
|
)
|
||||
Gain on the sales of rental property, net
|
317
|
|
|
6,348
|
|
|
1,591
|
|
|
29,037
|
|
||||
Total other income (expense)
|
(11,874
|
)
|
|
(5,157
|
)
|
|
(23,418
|
)
|
|
6,146
|
|
||||
Net income
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
Less: income attributable to noncontrolling interest after preferred stock dividends
|
408
|
|
|
392
|
|
|
622
|
|
|
1,334
|
|
||||
Net income attributable to STAG Industrial, Inc.
|
$
|
13,762
|
|
|
$
|
14,572
|
|
|
$
|
20,937
|
|
|
$
|
38,779
|
|
Less: preferred stock dividends
|
1,289
|
|
|
2,578
|
|
|
2,578
|
|
|
5,026
|
|
||||
Less: redemption of preferred stock
|
—
|
|
|
2,661
|
|
|
—
|
|
|
2,661
|
|
||||
Less: amount allocated to participating securities
|
79
|
|
|
69
|
|
|
158
|
|
|
140
|
|
||||
Net income attributable to common stockholders
|
$
|
12,394
|
|
|
$
|
9,264
|
|
|
$
|
18,201
|
|
|
$
|
30,952
|
|
Weighted average common shares outstanding — basic
|
125,251
|
|
|
100,386
|
|
|
120,015
|
|
|
98,713
|
|
||||
Weighted average common shares outstanding — diluted
|
125,560
|
|
|
100,733
|
|
|
120,306
|
|
|
99,037
|
|
||||
Net income per share — basic and diluted
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income per share attributable to common stockholders — basic
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
Net income per share attributable to common stockholders — diluted
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Income (loss) on interest rate swaps
|
(16,028
|
)
|
|
3,028
|
|
|
(23,006
|
)
|
|
10,751
|
|
||||
Other comprehensive income (loss)
|
(16,028
|
)
|
|
3,028
|
|
|
(23,006
|
)
|
|
10,751
|
|
||||
Comprehensive income (loss)
|
(1,858
|
)
|
|
17,992
|
|
|
(1,447
|
)
|
|
50,864
|
|
||||
Income attributable to noncontrolling interest after preferred stock dividends
|
(408
|
)
|
|
(392
|
)
|
|
(622
|
)
|
|
(1,334
|
)
|
||||
Other comprehensive (income) loss attributable to noncontrolling interest
|
510
|
|
|
(122
|
)
|
|
754
|
|
|
(442
|
)
|
||||
Comprehensive income (loss) attributable to STAG Industrial, Inc.
|
$
|
(1,756
|
)
|
|
$
|
17,478
|
|
|
$
|
(1,315
|
)
|
|
$
|
49,088
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Cumulative Dividends in Excess of Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders’ Equity
|
|
Noncontrolling Interest - Unit Holders in Operating Partnership
|
|
Total Equity
|
|||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, March 31, 2019
|
$
|
75,000
|
|
|
118,174,102
|
|
|
$
|
1,182
|
|
|
$
|
2,266,695
|
|
|
$
|
(621,225
|
)
|
|
$
|
(2,253
|
)
|
|
$
|
1,719,399
|
|
|
$
|
55,442
|
|
|
$
|
1,774,841
|
|
Proceeds from sales of common stock, net
|
—
|
|
|
8,180,794
|
|
|
82
|
|
|
236,254
|
|
|
—
|
|
|
—
|
|
|
236,336
|
|
|
—
|
|
|
236,336
|
|
||||||||
Dividends and distributions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,296
|
)
|
|
—
|
|
|
(46,296
|
)
|
|
(2,326
|
)
|
|
(48,622
|
)
|
||||||||
Non-cash compensation activity, net
|
—
|
|
|
3,190
|
|
|
—
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
1,656
|
|
|
899
|
|
|
2,555
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
14,859
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
(207
|
)
|
|
—
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,799
|
)
|
|
—
|
|
|
—
|
|
|
(3,799
|
)
|
|
3,799
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,518
|
)
|
|
(15,518
|
)
|
|
(510
|
)
|
|
(16,028
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,762
|
|
|
—
|
|
|
13,762
|
|
|
408
|
|
|
14,170
|
|
||||||||
Balance, June 30, 2019
|
$
|
75,000
|
|
|
126,372,945
|
|
|
$
|
1,264
|
|
|
$
|
2,501,013
|
|
|
$
|
(653,759
|
)
|
|
$
|
(17,771
|
)
|
|
$
|
1,905,747
|
|
|
$
|
57,505
|
|
|
$
|
1,963,252
|
|
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, March 31, 2018
|
$
|
145,000
|
|
|
97,229,588
|
|
|
$
|
972
|
|
|
$
|
1,724,627
|
|
|
$
|
(530,257
|
)
|
|
$
|
11,581
|
|
|
$
|
1,351,923
|
|
|
$
|
53,076
|
|
|
$
|
1,404,999
|
|
Proceeds from sales of common stock, net
|
—
|
|
|
6,819,580
|
|
|
68
|
|
|
174,850
|
|
|
—
|
|
|
—
|
|
|
174,918
|
|
|
—
|
|
|
174,918
|
|
||||||||
Redemption of preferred stock
|
(70,000
|
)
|
|
—
|
|
|
—
|
|
|
5,141
|
|
|
(5,158
|
)
|
|
—
|
|
|
(70,017
|
)
|
|
—
|
|
|
(70,017
|
)
|
||||||||
Dividends and distributions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,481
|
)
|
|
—
|
|
|
(38,481
|
)
|
|
(1,997
|
)
|
|
(40,478
|
)
|
||||||||
Non-cash compensation activity, net
|
—
|
|
|
2,615
|
|
|
—
|
|
|
1,323
|
|
|
—
|
|
|
—
|
|
|
1,323
|
|
|
890
|
|
|
2,213
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
186,383
|
|
|
2
|
|
|
2,314
|
|
|
—
|
|
|
—
|
|
|
2,316
|
|
|
(2,316
|
)
|
|
—
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,253
|
)
|
|
—
|
|
|
—
|
|
|
(3,253
|
)
|
|
3,253
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,911
|
|
|
2,911
|
|
|
117
|
|
|
3,028
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,584
|
|
|
—
|
|
|
14,584
|
|
|
380
|
|
|
14,964
|
|
||||||||
Balance, June 30, 2018
|
$
|
75,000
|
|
|
104,238,166
|
|
|
$
|
1,042
|
|
|
$
|
1,905,002
|
|
|
$
|
(559,312
|
)
|
|
$
|
14,492
|
|
|
$
|
1,436,224
|
|
|
$
|
53,403
|
|
|
$
|
1,489,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2018
|
$
|
75,000
|
|
|
112,165,786
|
|
|
$
|
1,122
|
|
|
$
|
2,118,179
|
|
|
$
|
(584,979
|
)
|
|
$
|
4,481
|
|
|
$
|
1,613,803
|
|
|
$
|
55,829
|
|
|
$
|
1,669,632
|
|
Leases cumulative effect adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
||||||||
Proceeds from sales of common stock, net
|
—
|
|
|
13,622,203
|
|
|
137
|
|
|
384,728
|
|
|
—
|
|
|
—
|
|
|
384,865
|
|
|
—
|
|
|
384,865
|
|
||||||||
Dividends and distributions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,130
|
)
|
|
—
|
|
|
(89,130
|
)
|
|
(3,872
|
)
|
|
(93,002
|
)
|
||||||||
Non-cash compensation activity, net
|
—
|
|
|
131,026
|
|
|
1
|
|
|
523
|
|
|
(373
|
)
|
|
—
|
|
|
151
|
|
|
3,267
|
|
|
3,418
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
453,930
|
|
|
4
|
|
|
6,231
|
|
|
—
|
|
|
—
|
|
|
6,235
|
|
|
(6,235
|
)
|
|
—
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,648
|
)
|
|
—
|
|
|
—
|
|
|
(8,648
|
)
|
|
8,648
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,252
|
)
|
|
(22,252
|
)
|
|
(754
|
)
|
|
(23,006
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,937
|
|
|
—
|
|
|
20,937
|
|
|
622
|
|
|
21,559
|
|
||||||||
Balance, June 30, 2019
|
$
|
75,000
|
|
|
126,372,945
|
|
|
$
|
1,264
|
|
|
$
|
2,501,013
|
|
|
$
|
(653,759
|
)
|
|
$
|
(17,771
|
)
|
|
$
|
1,905,747
|
|
|
$
|
57,505
|
|
|
$
|
1,963,252
|
|
Six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2017
|
$
|
145,000
|
|
|
97,012,543
|
|
|
$
|
970
|
|
|
$
|
1,725,825
|
|
|
$
|
(516,691
|
)
|
|
$
|
3,936
|
|
|
$
|
1,359,040
|
|
|
$
|
51,267
|
|
|
$
|
1,410,307
|
|
Cash flow hedging instruments cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
247
|
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
||||||||
Proceeds from sales of common stock, net
|
—
|
|
|
6,819,580
|
|
|
68
|
|
|
174,743
|
|
|
—
|
|
|
—
|
|
|
174,811
|
|
|
—
|
|
|
174,811
|
|
||||||||
Redemption of preferred stock
|
(70,000
|
)
|
|
—
|
|
|
—
|
|
|
5,141
|
|
|
(5,158
|
)
|
|
—
|
|
|
(70,017
|
)
|
|
—
|
|
|
(70,017
|
)
|
||||||||
Dividends and distributions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,447
|
)
|
|
—
|
|
|
(75,447
|
)
|
|
(3,810
|
)
|
|
(79,257
|
)
|
||||||||
Non-cash compensation activity, net
|
—
|
|
|
73,988
|
|
|
1
|
|
|
468
|
|
|
(537
|
)
|
|
—
|
|
|
(68
|
)
|
|
2,987
|
|
|
2,919
|
|
||||||||
Redemption of common units to common stock
|
—
|
|
|
332,055
|
|
|
3
|
|
|
4,137
|
|
|
—
|
|
|
—
|
|
|
4,140
|
|
|
(4,140
|
)
|
|
—
|
|
||||||||
Rebalancing of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,312
|
)
|
|
—
|
|
|
—
|
|
|
(5,312
|
)
|
|
5,312
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,309
|
|
|
10,309
|
|
|
442
|
|
|
10,751
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,779
|
|
|
—
|
|
|
38,779
|
|
|
1,334
|
|
|
40,113
|
|
||||||||
Balance, June 30, 2018
|
$
|
75,000
|
|
|
104,238,166
|
|
|
$
|
1,042
|
|
|
$
|
1,905,002
|
|
|
$
|
(559,312
|
)
|
|
$
|
14,492
|
|
|
$
|
1,436,224
|
|
|
$
|
53,403
|
|
|
$
|
1,489,627
|
|
|
Six months ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
21,559
|
|
|
$
|
40,113
|
|
Adjustment to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
86,936
|
|
|
80,866
|
|
||
Loss on impairments
|
5,344
|
|
|
2,934
|
|
||
Non-cash portion of interest expense
|
1,236
|
|
|
1,081
|
|
||
Amortization of above and below market leases, net
|
2,102
|
|
|
2,056
|
|
||
Straight-line rent adjustments, net
|
(5,522
|
)
|
|
(5,449
|
)
|
||
Dividends on forfeited equity compensation
|
7
|
|
|
9
|
|
||
Gain on the sales of rental property, net
|
(1,591
|
)
|
|
(29,037
|
)
|
||
Non-cash compensation expense
|
4,815
|
|
|
4,435
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Tenant accounts receivable
|
1,389
|
|
|
1,916
|
|
||
Prepaid expenses and other assets
|
(3,338
|
)
|
|
(5,155
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(1,433
|
)
|
|
1,161
|
|
||
Tenant prepaid rent and security deposits
|
(933
|
)
|
|
2,391
|
|
||
Total adjustments
|
89,012
|
|
|
57,208
|
|
||
Net cash provided by operating activities
|
110,571
|
|
|
97,321
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of land and buildings and improvements
|
(368,188
|
)
|
|
(222,366
|
)
|
||
Additions of land and building and improvements
|
(18,949
|
)
|
|
(13,610
|
)
|
||
Acquisitions of other assets
|
(1,049
|
)
|
|
—
|
|
||
Proceeds from sales of rental property, net
|
17,688
|
|
|
79,701
|
|
||
Acquisition deposits, net
|
2,142
|
|
|
(905
|
)
|
||
Acquisitions of deferred leasing intangibles
|
(76,188
|
)
|
|
(41,755
|
)
|
||
Net cash used in investing activities
|
(444,544
|
)
|
|
(198,935
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from unsecured credit facility
|
381,000
|
|
|
249,000
|
|
||
Repayment of unsecured credit facility
|
(352,500
|
)
|
|
(503,000
|
)
|
||
Proceeds from unsecured term loans
|
—
|
|
|
75,000
|
|
||
Proceeds from unsecured notes
|
—
|
|
|
175,000
|
|
||
Repayment of mortgage notes
|
(961
|
)
|
|
(922
|
)
|
||
Payment of loan fees and costs
|
(48
|
)
|
|
(1,073
|
)
|
||
Proceeds from sales of common stock, net
|
384,913
|
|
|
174,802
|
|
||
Dividends and distributions
|
(89,934
|
)
|
|
(75,742
|
)
|
||
Repurchase and retirement of share-based compensation
|
(1,444
|
)
|
|
(1,524
|
)
|
||
Net cash provided by financing activities
|
321,026
|
|
|
91,541
|
|
||
Decrease in cash and cash equivalents and restricted cash
|
(12,947
|
)
|
|
(10,073
|
)
|
||
Cash and cash equivalents and restricted cash—beginning of period
|
22,542
|
|
|
28,129
|
|
||
Cash and cash equivalents and restricted cash—end of period
|
$
|
9,595
|
|
|
$
|
18,056
|
|
Supplemental disclosure:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
21,965
|
|
|
$
|
19,748
|
|
Supplemental schedule of non-cash investing and financing activities
|
|
|
|
||||
Acquisitions of land and buildings and improvements
|
$
|
(72
|
)
|
|
$
|
—
|
|
Acquisitions of deferred leasing intangibles
|
$
|
(24
|
)
|
|
$
|
—
|
|
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities
|
$
|
(7,351
|
)
|
|
$
|
(1,642
|
)
|
Additions to building and other capital improvements from non-cash compensation
|
$
|
(40
|
)
|
|
$
|
(9
|
)
|
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities
|
$
|
(62
|
)
|
|
$
|
(41
|
)
|
Reclassification of preferred stock called for redemption to liability
|
$
|
—
|
|
|
$
|
70,000
|
|
Leases cumulative effect adjustment (Note 2)
|
$
|
(214
|
)
|
|
$
|
—
|
|
Dividends and distributions accrued
|
$
|
16,822
|
|
|
$
|
15,396
|
|
Reconciliation of cash and cash equivalents and restricted cash (in thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
|
$
|
5,092
|
|
|
$
|
7,968
|
|
Restricted cash
|
|
4,503
|
|
|
14,574
|
|
||
Total cash and cash equivalents and restricted cash
|
|
$
|
9,595
|
|
|
$
|
22,542
|
|
Rental Property (in thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land
|
|
$
|
397,193
|
|
|
$
|
364,023
|
|
Buildings, net of accumulated depreciation of $227,359 and $199,497, respectively
|
|
2,330,493
|
|
|
2,082,781
|
|
||
Tenant improvements, net of accumulated depreciation of $20,796 and $36,450, respectively
|
|
32,127
|
|
|
30,704
|
|
||
Building and land improvements, net of accumulated depreciation of $96,442 and $80,983, respectively
|
|
192,473
|
|
|
168,229
|
|
||
Construction in progress
|
|
19,653
|
|
|
3,949
|
|
||
Deferred leasing intangibles, net of accumulated amortization of $229,864 and $246,502, respectively
|
|
381,133
|
|
|
342,015
|
|
||
Total rental property, net
|
|
$
|
3,353,072
|
|
|
$
|
2,991,701
|
|
Market (1)
|
|
Date Acquired
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
(in thousands) |
||||
Cincinnati/Dayton, OH
|
|
January 24, 2019
|
|
176,000
|
|
|
1
|
|
|
$
|
9,965
|
|
Pittsburgh, PA
|
|
February 21, 2019
|
|
455,000
|
|
|
1
|
|
|
28,676
|
|
|
Boston, MA
|
|
February 21, 2019
|
|
349,870
|
|
|
1
|
|
|
26,483
|
|
|
Minneapolis/St Paul, MN
|
|
February 28, 2019
|
|
248,816
|
|
|
1
|
|
|
21,955
|
|
|
Greenville/Spartanburg, SC
|
|
March 7, 2019
|
|
331,845
|
|
|
1
|
|
|
24,536
|
|
|
Philadelphia, PA
|
|
March 7, 2019
|
|
148,300
|
|
|
1
|
|
|
10,546
|
|
|
Omaha/Council Bluffs, NE-IA
|
|
March 11, 2019
|
|
237,632
|
|
|
1
|
|
|
20,005
|
|
|
Houston, TX
|
|
March 28, 2019
|
|
132,000
|
|
|
1
|
|
|
17,307
|
|
|
Baltimore, MD
|
|
March 28, 2019
|
|
167,410
|
|
|
1
|
|
|
13,648
|
|
|
Houston, TX
|
|
March 28, 2019
|
|
116,750
|
|
|
1
|
|
|
12,242
|
|
|
Three months ended March 31, 2019
|
|
|
|
2,363,623
|
|
|
10
|
|
|
185,363
|
|
|
Minneapolis/St Paul, MN
|
|
April 2, 2019
|
|
100,600
|
|
|
1
|
|
|
9,045
|
|
|
West Michigan, MI
|
|
April 8, 2019
|
|
230,200
|
|
|
1
|
|
|
15,786
|
|
|
Greensboro/Winston-Salem, NC
|
|
April 12, 2019
|
|
129,600
|
|
|
1
|
|
|
7,771
|
|
|
Greenville/Spartanburg, SC
|
|
April 25, 2019
|
|
319,660
|
|
|
2
|
|
|
15,432
|
|
|
Charleston/N Charleston, SC
|
|
April 29, 2019
|
|
500,355
|
|
|
1
|
|
|
40,522
|
|
|
Houston, TX
|
|
April 29, 2019
|
|
128,136
|
|
|
1
|
|
|
13,649
|
|
|
Richmond, VA
|
|
May 16, 2019
|
|
109,520
|
|
|
1
|
|
|
9,467
|
|
|
Laredo, TX
|
|
June 6, 2019
|
|
213,982
|
|
|
1
|
|
|
18,972
|
|
|
Baton Rouge, LA
|
|
June 18, 2019
|
|
252,800
|
|
|
2
|
|
|
20,041
|
|
|
Philadelphia, PA
|
|
June 19, 2019
|
|
187,569
|
|
|
2
|
|
|
13,645
|
|
|
Columbus, OH
|
|
June 28, 2019
|
|
857,390
|
|
|
1
|
|
|
95,828
|
|
|
Three months ended June 30, 2019
|
|
|
|
3,029,812
|
|
|
14
|
|
|
260,158
|
|
|
Six months ended June 30, 2019
|
|
|
|
5,393,435
|
|
|
24
|
|
|
$
|
445,521
|
|
Acquired Assets and Liabilities
|
|
Purchase Price (in thousands)
|
|
Weighted Average Amortization Period (years) of Intangibles at Acquisition
|
||
Land
|
|
$
|
38,581
|
|
|
N/A
|
Buildings
|
|
292,663
|
|
|
N/A
|
|
Tenant improvements
|
|
4,054
|
|
|
N/A
|
|
Building and land improvements
|
|
30,930
|
|
|
N/A
|
|
Construction in progress
|
|
2,032
|
|
|
N/A
|
|
Other assets
|
|
1,049
|
|
|
N/A
|
|
Deferred leasing intangibles - In-place leases
|
|
45,457
|
|
|
10.7
|
|
Deferred leasing intangibles - Tenant relationships
|
|
19,431
|
|
|
13.2
|
|
Deferred leasing intangibles - Above market leases
|
|
13,485
|
|
|
14.3
|
|
Deferred leasing intangibles - Below market leases
|
|
(2,161
|
)
|
|
7.3
|
|
Total purchase price
|
|
$
|
445,521
|
|
|
|
Results of Operations (in thousands)
|
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||
Total revenue
|
|
$
|
5,497
|
|
|
$
|
6,691
|
|
Net income
|
|
$
|
957
|
|
|
$
|
812
|
|
Market(1)
|
|
Buildings
|
|
Event or Change in Circumstance Leading to Impairment Evaluation(2)
|
|
Valuation technique utilized to estimate fair value
|
|
Fair Value(3)
|
|
Loss on Impairments
|
||||
(in thousands)
|
||||||||||||||
Rapid City, SD
|
|
1
|
|
Change in estimated hold period
|
|
Discounted cash flows
|
(4)
|
|
|
|
||||
Three months ended March 31, 2019
|
|
|
|
$
|
4,373
|
|
|
$
|
5,344
|
|
||||
Six months ended June 30, 2019
|
|
|
|
$
|
4,373
|
|
|
$
|
5,344
|
|
(1)
|
As defined by CoStar. If the building is located outside of a CoStar defined market, the city and state is reflected.
|
(2)
|
The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.
|
(3)
|
The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
(4)
|
Level 3 inputs used to determine fair value for the property impaired for the three months ended March 31, 2019: discount rate of 12.0% and exit capitalization rate of 12.0%.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
Deferred Leasing Intangibles (in thousands)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Above market leases
|
|
$
|
83,136
|
|
|
$
|
(31,731
|
)
|
|
$
|
51,405
|
|
|
$
|
73,122
|
|
|
$
|
(31,059
|
)
|
|
$
|
42,063
|
|
Other intangible lease assets
|
|
527,861
|
|
|
(198,133
|
)
|
|
329,728
|
|
|
515,395
|
|
|
(215,443
|
)
|
|
299,952
|
|
||||||
Total deferred leasing intangible assets
|
|
$
|
610,997
|
|
|
$
|
(229,864
|
)
|
|
$
|
381,133
|
|
|
$
|
588,517
|
|
|
$
|
(246,502
|
)
|
|
$
|
342,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below market leases
|
|
$
|
31,194
|
|
|
$
|
(10,854
|
)
|
|
$
|
20,340
|
|
|
$
|
34,331
|
|
|
$
|
(12,764
|
)
|
|
$
|
21,567
|
|
Total deferred leasing intangible liabilities
|
|
$
|
31,194
|
|
|
$
|
(10,854
|
)
|
|
$
|
20,340
|
|
|
$
|
34,331
|
|
|
$
|
(12,764
|
)
|
|
$
|
21,567
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Deferred Leasing Intangibles Amortization (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net decrease to rental income related to above and below market lease amortization
|
|
$
|
1,146
|
|
|
$
|
849
|
|
|
$
|
2,113
|
|
|
$
|
2,056
|
|
Amortization expense related to other intangible lease assets
|
|
$
|
17,899
|
|
|
$
|
18,237
|
|
|
$
|
34,713
|
|
|
$
|
36,337
|
|
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 2019
|
|
$
|
33,534
|
|
|
$
|
2,305
|
|
2020
|
|
$
|
57,911
|
|
|
$
|
4,292
|
|
2021
|
|
$
|
47,013
|
|
|
$
|
2,986
|
|
2022
|
|
$
|
38,654
|
|
|
$
|
2,176
|
|
2023
|
|
$
|
32,001
|
|
|
$
|
2,171
|
|
Loan
|
|
Principal Outstanding as of June 30, 2019 (in thousands)
|
|
Principal Outstanding as of December 31, 2018 (in thousands)
|
|
Interest
Rate (1)(2) |
|
Maturity Date
|
|
Prepayment Terms (3)
|
|||||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured Credit Facility (4)
|
|
$
|
129,000
|
|
|
$
|
100,500
|
|
|
L + 0.90%
|
|
|
Jan-15-2023
|
|
i
|
Total unsecured credit facility
|
|
129,000
|
|
|
100,500
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Term Loan C
|
|
150,000
|
|
|
150,000
|
|
|
2.39
|
%
|
|
Sep-29-2020
|
|
i
|
||
Unsecured Term Loan B
|
|
150,000
|
|
|
150,000
|
|
|
3.05
|
%
|
|
Mar-21-2021
|
|
i
|
||
Unsecured Term Loan A
|
|
150,000
|
|
|
150,000
|
|
|
2.70
|
%
|
|
Mar-31-2022
|
|
i
|
||
Unsecured Term Loan D
|
|
150,000
|
|
|
150,000
|
|
|
2.85
|
%
|
|
Jan-04-2023
|
|
i
|
||
Unsecured Term Loan E (5)
|
|
—
|
|
|
—
|
|
|
3.92
|
%
|
|
Jan-15-2024
|
|
i
|
||
Total unsecured term loans
|
|
600,000
|
|
|
600,000
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(3,121
|
)
|
|
(3,640
|
)
|
|
|
|
|
|
|
|
||
Total carrying value unsecured term loans, net
|
|
596,879
|
|
|
596,360
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
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 G Unsecured Notes
|
|
75,000
|
|
|
75,000
|
|
|
4.10
|
%
|
|
Jun-13-2025
|
|
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
|
||
Series H Unsecured Notes
|
|
100,000
|
|
|
100,000
|
|
|
4.27
|
%
|
|
Jun-13-2028
|
|
ii
|
||
Total unsecured notes
|
|
575,000
|
|
|
575,000
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(2,316
|
)
|
|
(2,512
|
)
|
|
|
|
|
|
|
|
||
Total carrying value unsecured notes, net
|
|
572,684
|
|
|
572,488
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Wells Fargo Bank, National Association CMBS Loan
|
|
52,312
|
|
|
53,216
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
iii
|
||
Thrivent Financial for Lutherans
|
|
3,738
|
|
|
3,795
|
|
|
4.78
|
%
|
|
Dec-15-2023
|
|
iv
|
||
Total mortgage notes
|
|
56,050
|
|
|
57,011
|
|
|
|
|
|
|
|
|
||
Add: Total unamortized fair market value premiums
|
|
45
|
|
|
50
|
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(436
|
)
|
|
(501
|
)
|
|
|
|
|
|
|
|
||
Total carrying value mortgage notes, net
|
|
55,659
|
|
|
56,560
|
|
|
|
|
|
|
|
|
||
Total / weighted average interest rate (6)
|
|
$
|
1,354,222
|
|
|
$
|
1,325,908
|
|
|
3.55
|
%
|
|
|
|
|
(1)
|
Interest rate as of June 30, 2019. At June 30, 2019, the one-month LIBOR (“L”) was 2.39800%. The current 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 debt rating, as defined in the respective loan agreements.
|
(2)
|
As of June 30, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.
|
(3)
|
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; and (iv) pre-payable without penalty three months prior to the maturity date.
|
(4)
|
The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $2.8 million and $3.2 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018, respectively.
|
(5)
|
The capacity was $175.0 million as of June 30, 2019. The Company funded the entire $175.0 million on July 25, 2019.
|
(6)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 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.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Costs Included in Interest Expense (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amortization of deferred financing fees and debt issuance costs and fair market value premiums
|
|
$
|
618
|
|
|
$
|
547
|
|
|
$
|
1,236
|
|
|
$
|
1,081
|
|
Facility, unused, and other fees
|
|
$
|
387
|
|
|
$
|
314
|
|
|
$
|
770
|
|
|
$
|
653
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Principal Outstanding
|
|
Fair Value
|
|
Principal Outstanding
|
|
Fair Value
|
||||||||
Unsecured credit facility
|
|
$
|
129,000
|
|
|
$
|
129,000
|
|
|
$
|
100,500
|
|
|
$
|
100,500
|
|
Unsecured term loans
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
|
600,000
|
|
||||
Unsecured notes
|
|
575,000
|
|
|
611,132
|
|
|
575,000
|
|
|
585,292
|
|
||||
Mortgage notes
|
|
56,050
|
|
|
57,049
|
|
|
57,011
|
|
|
57,289
|
|
||||
Total principal amount
|
|
1,360,050
|
|
|
$
|
1,397,181
|
|
|
1,332,511
|
|
|
$
|
1,343,081
|
|
||
Add: Total unamortized fair market value premiums
|
|
45
|
|
|
|
|
50
|
|
|
|
||||||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(5,873
|
)
|
|
|
|
(6,653
|
)
|
|
|
||||||
Total carrying value
|
|
$
|
1,354,222
|
|
|
|
|
$
|
1,325,908
|
|
|
|
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
|
|
|
$
|
103
|
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
96
|
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
44
|
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(1
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
125
|
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
246
|
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
174
|
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
122
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
73
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(6
|
)
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(7
|
)
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(907
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(145
|
)
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(496
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(1,015
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(1,072
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(210
|
)
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Royal Bank of Canada
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(211
|
)
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Wells Fargo, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(211
|
)
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(209
|
)
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
50,000
|
|
|
$
|
(417
|
)
|
|
1.8475
|
%
|
|
One-month L
|
|
Jan-04-2023
|
The Toronto-Dominion Bank
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,828
|
)
|
|
2.9180
|
%
|
|
One-month L
|
|
Jan-12-2024
|
PNC Bank, N.A.
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,830
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
Bank of Montreal
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,829
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
U.S. Bank, N.A.
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
25,000
|
|
|
$
|
(1,415
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
Wells Fargo, N.A.
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,351
|
)
|
|
2.2460
|
%
|
|
One-month L
|
|
Jan-15-2025
|
U.S. Bank, N.A.
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,349
|
)
|
|
2.2459
|
%
|
|
One-month L
|
|
Jan-15-2025
|
Regions Bank
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,356
|
)
|
|
2.2459
|
%
|
|
One-month L
|
|
Jan-15-2025
|
Balance Sheet Line Item (in thousands)
|
|
Notional Amount June 30, 2019
|
|
Fair Value
June 30, 2019 |
|
Notional Amount December 31, 2018
|
|
Fair Value December 31, 2018
|
||||||||
Interest rate swaps-Asset
|
|
$
|
250,000
|
|
|
$
|
983
|
|
|
$
|
600,000
|
|
|
$
|
9,151
|
|
Interest rate swaps-Liability
|
|
$
|
800,000
|
|
|
$
|
(18,865
|
)
|
|
$
|
300,000
|
|
|
$
|
(4,011
|
)
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Effect of Cash Flow Hedge Accounting (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps
|
|
$
|
(14,946
|
)
|
|
$
|
3,284
|
|
|
$
|
(20,802
|
)
|
|
$
|
10,777
|
|
Income reclassified from accumulated other comprehensive income (loss) into income as interest expense
|
|
$
|
1,082
|
|
|
$
|
256
|
|
|
$
|
2,204
|
|
|
$
|
26
|
|
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
|
$
|
12,193
|
|
|
$
|
11,512
|
|
|
$
|
25,027
|
|
|
$
|
22,904
|
|
|
|
|
|
Fair Value Measurements as of
June 30, 2019 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value
June 30, 2019 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
983
|
|
|
$
|
—
|
|
|
$
|
983
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(18,865
|
)
|
|
$
|
—
|
|
|
$
|
(18,865
|
)
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of
December 31, 2018 Using |
||||||||||||
Balance Sheet Line Item (in thousands)
|
|
Fair Value December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Interest rate swaps-Asset
|
|
$
|
9,151
|
|
|
$
|
—
|
|
|
$
|
9,151
|
|
|
$
|
—
|
|
Interest rate swaps-Liability
|
|
$
|
(4,011
|
)
|
|
$
|
—
|
|
|
$
|
(4,011
|
)
|
|
$
|
—
|
|
Preferred Stock Issuances
|
|
Issuance Date
|
|
Number of Shares
|
|
Liquidation Value Per Share
|
|
Interest Rate
|
||||
6.875% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock")
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
Quarter Ended 2019
|
|
Declaration Date
|
|
Series C
Preferred Stock Per Share |
|
Payment Date
|
||
June 30
|
|
April 9, 2019
|
|
$
|
0.4296875
|
|
|
July 1, 2019
|
March 31
|
|
January 10, 2019
|
|
0.4296875
|
|
|
April 1, 2019
|
|
Total
|
|
|
|
$
|
0.8593750
|
|
|
|
Quarter Ended 2018
|
|
Declaration Date
|
|
Series B
Preferred Stock Per Share |
|
Series C
Preferred Stock Per Share |
|
Payment Date
|
||||
December 31
|
|
October 10, 2018
|
|
$
|
—
|
|
|
$
|
0.4296875
|
|
|
December 31, 2018
|
September 30
|
|
July 11, 2018
|
|
0.0460069
|
|
(1)
|
0.4296875
|
|
|
October 1, 2018
|
||
June 30
|
|
April 10, 2018
|
|
0.4140625
|
|
|
0.4296875
|
|
|
July 2, 2018
|
||
March 31
|
|
February 14, 2018
|
|
0.4140625
|
|
|
0.4296875
|
|
|
April 2, 2018
|
||
Total
|
|
|
|
$
|
0.8741319
|
|
|
$
|
1.7187500
|
|
|
|
(1)
|
On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 6.625% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”). On July 11, 2018, the Company redeemed all of the Series B 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.
|
ATM Common Stock Offering Program
|
|
Date
|
|
Maximum Aggregate Offering Price (in thousands)
|
|
Aggregate Common Stock Available as of
June 30, 2019 (in thousands) |
||||
2019 $600 million ATM
|
|
February 14, 2019
|
|
$
|
600,000
|
|
|
$
|
427,729
|
|
|
|
Six months ended June 30, 2019
|
|||||||||
ATM Common Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Net
Proceeds |
|||||
2019 $600 million ATM
|
|
6,147,203
|
|
|
$
|
28.02
|
|
|
$
|
170,748
|
|
Total/weighted average
|
|
6,147,203
|
|
|
$
|
28.02
|
|
|
$
|
170,748
|
|
|
|
Year ended December 31, 2018
|
|||||||||
ATM Common Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Net
Proceeds |
|||||
2017 $500 million ATM (1)
|
|
14,724,614
|
|
|
$
|
26.52
|
|
|
$
|
386,407
|
|
Total/weighted average
|
|
14,724,614
|
|
|
$
|
26.52
|
|
|
$
|
386,407
|
|
Month Ended 2019
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
June 30
|
|
April 9, 2019
|
|
June 28, 2019
|
|
$
|
0.119167
|
|
|
July 15, 2019
|
May 31
|
|
April 9, 2019
|
|
May 31, 2019
|
|
0.119167
|
|
|
June 17, 2019
|
|
April 30
|
|
April 9, 2019
|
|
April 30, 2019
|
|
0.119167
|
|
|
May 15, 2019
|
|
March 31
|
|
January 10, 2019
|
|
March 29, 2019
|
|
0.119167
|
|
|
April 15, 2019
|
|
February 28
|
|
January 10, 2019
|
|
February 28, 2019
|
|
0.119167
|
|
|
March 15, 2019
|
|
January 31
|
|
January 10, 2019
|
|
January 31, 2019
|
|
0.119167
|
|
|
February 15, 2019
|
|
Total
|
|
|
|
|
|
$
|
0.715002
|
|
|
|
Month Ended 2018
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
December 31
|
|
October 10, 2018
|
|
December 31, 2018
|
|
$
|
0.118333
|
|
|
January 15, 2019
|
November 30
|
|
October 10, 2018
|
|
November 30, 2018
|
|
0.118333
|
|
|
December 17, 2018
|
|
October 31
|
|
October 10, 2018
|
|
October 31, 2018
|
|
0.118333
|
|
|
November 15, 2018
|
|
September 30
|
|
July 11, 2018
|
|
September 28, 2018
|
|
0.118333
|
|
|
October 15, 2018
|
|
August 31
|
|
July 11, 2018
|
|
August 31, 2018
|
|
0.118333
|
|
|
September 17, 2018
|
|
July 31
|
|
July 11, 2018
|
|
July 31, 2018
|
|
0.118333
|
|
|
August 15, 2018
|
|
June 30
|
|
April 10, 2018
|
|
June 29, 2018
|
|
0.118333
|
|
|
July 16, 2018
|
|
May 31
|
|
April 10, 2018
|
|
May 31, 2018
|
|
0.118333
|
|
|
June 15, 2018
|
|
April 30
|
|
April 10, 2018
|
|
April 30, 2018
|
|
0.118333
|
|
|
May 15, 2018
|
|
March 31
|
|
November 2, 2017
|
|
March 29, 2018
|
|
0.118333
|
|
|
April 16, 2018
|
|
February 28
|
|
November 2, 2017
|
|
February 28, 2018
|
|
0.118333
|
|
|
March 15, 2018
|
|
January 31
|
|
November 2, 2017
|
|
January 31, 2018
|
|
0.118333
|
|
|
February 15, 2018
|
|
Total
|
|
|
|
|
|
$
|
1.419996
|
|
|
|
Unvested Restricted Shares of Common Stock
|
|
Shares
|
|
|
Balance at December 31, 2017
|
|
237,207
|
|
|
Granted
|
|
76,659
|
|
(1)
|
Vested
|
|
(112,405
|
)
|
(2)
|
Forfeited
|
|
(10,999
|
)
|
|
Balance at December 31, 2018
|
|
190,462
|
|
|
Granted
|
|
110,830
|
|
(1)
|
Vested
|
|
(78,431
|
)
|
(2)
|
Forfeited
|
|
(2,492
|
)
|
|
Balance at June 30, 2019
|
|
220,369
|
|
|
(1)
|
The fair value per share on the grant date of January 7, 2019 and January 5, 2018 was $24.85 and $26.40, respectively.
|
(2)
|
The Company repurchased and retired 58,697 and 41,975 restricted shares of common stock that vested during the six months ended June 30, 2019 and the year ended December 31, 2018, respectively.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Vested Restricted Shares of Common Stock
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Vested restricted shares of common stock
|
|
—
|
|
|
—
|
|
|
78,431
|
|
|
112,405
|
|
||||
Fair value of vested restricted shares of common stock (in thousands)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,951
|
|
|
$
|
3,002
|
|
Noncontrolling Interest
|
|
LTIP Units
|
|
Other
Common Units
|
|
Total
Noncontrolling Common Units
|
|
Noncontrolling Interest
|
||||
Balance at December 31, 2017
|
|
1,457,070
|
|
|
2,639,617
|
|
|
4,096,687
|
|
|
4.1
|
%
|
Granted/Issued
|
|
324,802
|
|
|
—
|
|
|
324,802
|
|
|
N/A
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
Conversions from LTIP units to Other Common Units
|
|
(165,672
|
)
|
|
165,672
|
|
|
—
|
|
|
N/A
|
|
Redemptions from Other Common Units to common stock
|
|
—
|
|
|
(352,055
|
)
|
|
(352,055
|
)
|
|
N/A
|
|
Balance at December 31, 2018
|
|
1,616,200
|
|
|
2,453,234
|
|
|
4,069,434
|
|
|
3.5
|
%
|
Granted/Issued
|
|
364,173
|
|
|
—
|
|
|
364,173
|
|
|
N/A
|
|
Forfeited
|
|
(10,208
|
)
|
|
—
|
|
|
(10,208
|
)
|
|
N/A
|
|
Conversions from LTIP units to Other Common Units
|
|
(217,032
|
)
|
|
217,032
|
|
|
—
|
|
|
N/A
|
|
Redemptions from Other Common Units to common stock
|
|
—
|
|
|
(453,930
|
)
|
|
(453,930
|
)
|
|
N/A
|
|
Balance at June 30, 2019
|
|
1,753,133
|
|
|
2,216,336
|
|
|
3,969,469
|
|
|
3.0
|
%
|
LTIP Units
|
|
Assumptions
|
||
Grant date
|
|
January 7, 2019
|
|
|
Expected term (years)
|
|
10
|
|
|
Expected volatility
|
|
19.0
|
%
|
|
Expected dividend yield
|
|
6.0
|
%
|
|
Risk-free interest rate
|
|
2.57
|
%
|
|
Fair value of LTIP units at issuance (in thousands)
|
|
$
|
3,636
|
|
LTIP units at issuance
|
|
154,649
|
|
|
Fair value unit price per LTIP unit at issuance
|
|
$
|
23.51
|
|
Unvested LTIP Units
|
|
LTIP Units
|
|
Balance at December 31, 2017
|
|
300,307
|
|
Granted
|
|
324,802
|
|
Vested
|
|
(373,893
|
)
|
Forfeited
|
|
—
|
|
Balance at December 31, 2018
|
|
251,216
|
|
Granted
|
|
364,173
|
|
Vested
|
|
(204,341
|
)
|
Forfeited
|
|
(10,208
|
)
|
Balance at June 30, 2019
|
|
400,840
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Vested LTIP units
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Vested LTIP units
|
|
46,652
|
|
|
80,950
|
|
|
204,341
|
|
|
311,991
|
|
||||
Fair value of vested LTIP units (in thousands)
|
|
$
|
1,401
|
|
|
$
|
2,116
|
|
|
$
|
5,464
|
|
|
$
|
8,151
|
|
Performance Units
|
|
Assumptions
|
||
Grant date
|
|
January 7, 2019
|
|
|
Expected volatility
|
|
20.7
|
%
|
|
Expected dividend yield
|
|
6.0
|
%
|
|
Risk-free interest rate
|
|
2.56
|
%
|
|
Fair value of performance units grant (in thousands)
|
|
$
|
5,620
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Non-Cash Compensation Expense (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted shares of common stock
|
|
$
|
444
|
|
|
$
|
429
|
|
|
$
|
871
|
|
|
$
|
863
|
|
LTIP units
|
|
899
|
|
|
890
|
|
|
1,786
|
|
|
1,761
|
|
||||
Performance units
|
|
1,096
|
|
|
796
|
|
|
1,955
|
|
|
1,625
|
|
||||
Director compensation (1)
|
|
98
|
|
|
100
|
|
|
203
|
|
|
186
|
|
||||
Total non-cash compensation expense
|
|
$
|
2,537
|
|
|
$
|
2,215
|
|
|
$
|
4,815
|
|
|
$
|
4,435
|
|
(1)
|
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 six months ended June 30, 2019 and 2018. 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 June 30,
|
|
Six months ended June 30,
|
||||
Rental Income (in thousands)
|
|
2019
|
|
2019
|
||||
Fixed lease payments
|
|
$
|
74,958
|
|
|
$
|
147,075
|
|
Variable lease payments
|
|
19,258
|
|
|
41,439
|
|
||
Straight-line rental income
|
|
3,292
|
|
|
5,576
|
|
||
Net decrease to rental income related to above and below market lease amortization
|
|
(1,146
|
)
|
|
(2,113
|
)
|
||
Total rental income
|
|
$
|
96,362
|
|
|
$
|
191,977
|
|
Year (as of June 30, 2019)
|
|
Maturity of Fixed Lease Payments (in thousands)
|
||
Remainder of 2019
|
|
$
|
165,277
|
|
2020
|
|
$
|
318,362
|
|
2021
|
|
$
|
274,540
|
|
2022
|
|
$
|
234,345
|
|
2023
|
|
$
|
194,174
|
|
Thereafter
|
|
$
|
732,194
|
|
Year (as of December 31, 2018)
|
|
Future Minimum Rents (in thousands)
|
||
2019
|
|
$
|
299,978
|
|
2020
|
|
$
|
271,936
|
|
2021
|
|
$
|
226,970
|
|
2022
|
|
$
|
188,707
|
|
2023
|
|
$
|
152,814
|
|
Thereafter
|
|
$
|
535,192
|
|
Operating Lease Term and Discount Rate
|
|
June 30, 2019
|
|
Weighted average remaining lease term (years)
|
|
35.4
|
|
Weighted average discount rate
|
|
7.1
|
%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||
Operating Lease Cost (in thousands)
|
|
2019
|
|
2019
|
||||
Operating lease cost included in property expense attributable to ground leases
|
|
$
|
331
|
|
|
$
|
662
|
|
Operating lease cost included in general and administrative expense attributable to corporate office lease
|
|
267
|
|
|
533
|
|
||
Total operating lease cost
|
|
$
|
598
|
|
|
$
|
1,195
|
|
|
|
Six months ended June 30,
|
||
Operating Leases (in thousands)
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)
|
|
$
|
1,141
|
|
Year (as of June 30, 2019)
|
|
Maturity of Operating Lease Liabilities(1)
(in thousands)
|
||
Remainder of 2019
|
|
$
|
1,142
|
|
2020
|
|
2,294
|
|
|
2021
|
|
1,400
|
|
|
2022
|
|
1,107
|
|
|
2023
|
|
1,116
|
|
|
Thereafter
|
|
48,155
|
|
|
Total lease payments
|
|
55,214
|
|
|
Less: Imputed interest
|
|
(37,689
|
)
|
|
Present value of operating lease liabilities
|
|
$
|
17,525
|
|
(1)
|
Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ than those presented.
|
Year (as of December 31, 2018)
|
|
Future Minimum Rental Payments (1)
(in thousands)
|
||
2019
|
|
$
|
2,110
|
|
2020
|
|
$
|
2,122
|
|
2021
|
|
$
|
1,227
|
|
2022
|
|
$
|
935
|
|
2023
|
|
$
|
944
|
|
Thereafter
|
|
$
|
45,580
|
|
(1)
|
Future minimum rental payments do not include estimates of CPI rent changes required by certain lease agreements. Therefore, actual minimum rental payments may differ than those presented.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Earnings Per Share (in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
Less: preferred stock dividends
|
|
1,289
|
|
|
2,578
|
|
|
2,578
|
|
|
5,026
|
|
||||
Less: redemption of preferred stock
|
|
—
|
|
|
2,661
|
|
|
—
|
|
|
2,661
|
|
||||
Less: amount allocated to participating securities
|
|
79
|
|
|
69
|
|
|
158
|
|
|
140
|
|
||||
Less: income attributable to noncontrolling interest after preferred stock dividends
|
|
408
|
|
|
392
|
|
|
622
|
|
|
1,334
|
|
||||
Net income attributable to common stockholders
|
|
$
|
12,394
|
|
|
$
|
9,264
|
|
|
$
|
18,201
|
|
|
$
|
30,952
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares outstanding — basic
|
|
125,251
|
|
|
100,386
|
|
|
120,015
|
|
|
98,713
|
|
||||
Effect of dilutive securities(1)
|
|
|
|
|
|
|
|
|
||||||||
Share-based compensation
|
|
309
|
|
|
347
|
|
|
291
|
|
|
324
|
|
||||
Weighted average common shares outstanding — diluted
|
|
125,560
|
|
|
100,733
|
|
|
120,306
|
|
|
99,037
|
|
||||
Net income per share — basic and diluted
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to common stockholders — basic
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
Net income per share attributable to common stockholders — diluted
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
(1)
|
During the three and six months ended June 30, 2019 and 2018, there were 220, 217, 196 and 199, unvested shares of restricted common stock, respectively, on a weighted average basis that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive.
|
•
|
the factors included in our Annual Report on Form 10-K for the year ended December 31, 2018, 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;
|
•
|
technological developments, particularly those affecting supply chains and logistics;
|
•
|
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.
|
•
|
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;
|
•
|
the 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); and
|
•
|
the overall quality of the transportation infrastructure in the U.S.
|
Operating Portfolio
|
|
Square Feet
|
|
Cash
Basis Rent Per Square Foot |
|
SL Rent Per
Square Foot |
|
Total Costs Per
Square Foot(1) |
|
Cash
Rent Change |
|
SL Rent Change
|
|
Weighted Average Lease
Term(2) (years) |
|
Rental Concessions per Square Foot(3)
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New Leases
|
|
554,717
|
|
|
$
|
3.56
|
|
|
$
|
3.70
|
|
|
$
|
1.58
|
|
|
22.8
|
%
|
|
34.2
|
%
|
|
5.9
|
|
|
$
|
0.77
|
|
Renewal Leases
|
|
1,954,251
|
|
|
$
|
4.17
|
|
|
$
|
4.35
|
|
|
$
|
0.93
|
|
|
5.8
|
%
|
|
15.4
|
%
|
|
4.1
|
|
|
$
|
—
|
|
Total/weighted average
|
|
2,508,968
|
|
|
$
|
4.03
|
|
|
$
|
4.20
|
|
|
$
|
1.08
|
|
|
8.7
|
%
|
|
18.6
|
%
|
|
4.5
|
|
|
$
|
0.17
|
|
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New Leases
|
|
677,907
|
|
|
$
|
3.66
|
|
|
$
|
3.81
|
|
|
$
|
1.66
|
|
|
18.3
|
%
|
|
30.3
|
%
|
|
6.0
|
|
|
$
|
0.83
|
|
Renewal Leases
|
|
4,422,414
|
|
|
$
|
4.04
|
|
|
$
|
4.21
|
|
|
$
|
0.73
|
|
|
10.9
|
%
|
|
20.3
|
%
|
|
4.1
|
|
|
$
|
—
|
|
Total/weighted average
|
|
5,100,321
|
|
|
$
|
3.99
|
|
|
$
|
4.16
|
|
|
$
|
0.86
|
|
|
11.7
|
%
|
|
21.4
|
%
|
|
4.4
|
|
|
$
|
0.11
|
|
(1)
|
We define Total Costs as the costs for improvements of vacant and renewal spaces, as well as the contingent-based legal fees and commissions for leasing transactions. Total Costs per square foot represent the total costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.
|
(2)
|
We define weighted average lease term as the contractual lease term in years, assuming that tenants exercise no renewal options, purchase options, or early termination rights, weighted by square footage.
|
(3)
|
Represents the total rental concessions for the entire lease term.
|
Lease Expiration Year
|
|
Number
of
Leases
Expiring
|
|
Total Rentable
Square Feet
|
|
% of
Total
Occupied
Square Feet
|
|
Total Annualized
Base Rental
Revenue
(in thousands)
|
|
% of Total
Annualized
Base Rental Revenue
|
|||||
Available
|
|
—
|
|
4,100,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Month-to-month leases
|
|
3
|
|
57,220
|
|
|
0.1
|
%
|
|
$
|
196
|
|
|
0.1
|
%
|
Remainder of 2019
|
|
16
|
|
2,692,603
|
|
|
3.5
|
%
|
|
12,211
|
|
|
3.7
|
%
|
|
2020
|
|
46
|
|
8,039,236
|
|
|
10.4
|
%
|
|
35,060
|
|
|
10.5
|
%
|
|
2021
|
|
73
|
|
11,473,541
|
|
|
14.9
|
%
|
|
49,564
|
|
|
14.9
|
%
|
|
2022
|
|
65
|
|
7,874,863
|
|
|
10.2
|
%
|
|
34,589
|
|
|
10.4
|
%
|
|
2023
|
|
63
|
|
10,283,686
|
|
|
13.3
|
%
|
|
39,801
|
|
|
11.9
|
%
|
|
2024
|
|
47
|
|
8,273,432
|
|
|
10.7
|
%
|
|
35,774
|
|
|
10.7
|
%
|
|
2025
|
|
30
|
|
5,530,685
|
|
|
7.2
|
%
|
|
23,165
|
|
|
6.9
|
%
|
|
2026
|
|
29
|
|
5,432,364
|
|
|
7.0
|
%
|
|
24,424
|
|
|
7.3
|
%
|
|
2027
|
|
15
|
|
2,298,498
|
|
|
3.0
|
%
|
|
11,358
|
|
|
3.4
|
%
|
|
2028
|
|
23
|
|
4,589,199
|
|
|
6.0
|
%
|
|
19,255
|
|
|
5.8
|
%
|
|
Thereafter
|
|
40
|
|
10,570,297
|
|
|
13.7
|
%
|
|
48,289
|
|
|
14.4
|
%
|
|
Total
|
|
450
|
|
81,216,375
|
|
|
100.0
|
%
|
|
$
|
333,686
|
|
|
100.0
|
%
|
|
|
|
|
Square Footage
|
|
|
|
Annualized Base Rental Revenue
|
|||||||||||
Building Type
|
|
Number of Buildings
|
|
Amount
|
|
%
|
|
Occupancy Rate
|
|
Amount
(in thousands)
|
|
%
|
|||||||
Warehouse/Distribution
|
|
337
|
|
|
73,113,633
|
|
|
90.0
|
%
|
|
95.6
|
%
|
|
$
|
298,955
|
|
|
89.6
|
%
|
Light Manufacturing
|
|
59
|
|
|
6,612,467
|
|
|
8.1
|
%
|
|
97.7
|
%
|
|
29,667
|
|
|
8.9
|
%
|
|
Total Operating Portfolio/weighted average
|
|
396
|
|
|
79,726,100
|
|
|
98.1
|
%
|
|
95.8
|
%
|
|
$
|
328,622
|
|
|
98.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Value Add
|
|
4
|
|
|
925,595
|
|
|
1.1
|
%
|
|
52.1
|
%
|
|
1,700
|
|
|
0.5
|
%
|
|
Flex/Office
|
|
9
|
|
|
564,680
|
|
|
0.8
|
%
|
|
47.1
|
%
|
|
3,364
|
|
|
1.0
|
%
|
|
Total portfolio/weighted average
|
|
409
|
|
|
81,216,375
|
|
|
100.0
|
%
|
|
95.0
|
%
|
|
$
|
333,686
|
|
|
100.0
|
%
|
Market (1)
|
|
Date Acquired
|
|
Square Feet
|
|
Buildings
|
|
Purchase Price
(in thousands) |
||||
Cincinnati/Dayton, OH
|
|
January 24, 2019
|
|
176,000
|
|
|
1
|
|
|
$
|
9,965
|
|
Pittsburgh, PA
|
|
February 21, 2019
|
|
455,000
|
|
|
1
|
|
|
28,676
|
|
|
Boston, MA
|
|
February 21, 2019
|
|
349,870
|
|
|
1
|
|
|
26,483
|
|
|
Minneapolis/St Paul, MN
|
|
February 28, 2019
|
|
248,816
|
|
|
1
|
|
|
21,955
|
|
|
Greenville/Spartanburg, SC
|
|
March 7, 2019
|
|
331,845
|
|
|
1
|
|
|
24,536
|
|
|
Philadelphia, PA
|
|
March 7, 2019
|
|
148,300
|
|
|
1
|
|
|
10,546
|
|
|
Omaha/Council Bluffs, NE-IA
|
|
March 11, 2019
|
|
237,632
|
|
|
1
|
|
|
20,005
|
|
|
Houston, TX
|
|
March 28, 2019
|
|
132,000
|
|
|
1
|
|
|
17,307
|
|
|
Baltimore, MD
|
|
March 28, 2019
|
|
167,410
|
|
|
1
|
|
|
13,648
|
|
|
Houston, TX
|
|
March 28, 2019
|
|
116,750
|
|
|
1
|
|
|
12,242
|
|
|
Three months ended March 31, 2019
|
|
|
|
2,363,623
|
|
|
10
|
|
|
185,363
|
|
|
Minneapolis/St Paul, MN
|
|
April 2, 2019
|
|
100,600
|
|
|
1
|
|
|
9,045
|
|
|
West Michigan, MI
|
|
April 8, 2019
|
|
230,200
|
|
|
1
|
|
|
15,786
|
|
|
Greensboro/Winston-Salem, NC
|
|
April 12, 2019
|
|
129,600
|
|
|
1
|
|
|
7,771
|
|
|
Greenville/Spartanburg, SC
|
|
April 25, 2019
|
|
319,660
|
|
|
2
|
|
|
15,432
|
|
|
Charleston/N Charleston, SC
|
|
April 29, 2019
|
|
500,355
|
|
|
1
|
|
|
40,522
|
|
|
Houston, TX
|
|
April 29, 2019
|
|
128,136
|
|
|
1
|
|
|
13,649
|
|
|
Richmond, VA
|
|
May 16, 2019
|
|
109,520
|
|
|
1
|
|
|
9,467
|
|
|
Laredo, TX
|
|
June 6, 2019
|
|
213,982
|
|
|
1
|
|
|
18,972
|
|
|
Baton Rouge, LA
|
|
June 18, 2019
|
|
252,800
|
|
|
2
|
|
|
20,041
|
|
|
Philadelphia, PA
|
|
June 19, 2019
|
|
187,569
|
|
|
2
|
|
|
13,645
|
|
|
Columbus, OH
|
|
June 28, 2019
|
|
857,390
|
|
|
1
|
|
|
95,828
|
|
|
Three months ended June 30, 2019
|
|
|
|
3,029,812
|
|
|
14
|
|
|
260,158
|
|
|
Six months ended June 30, 2019
|
|
|
|
5,393,435
|
|
|
24
|
|
|
$
|
445,521
|
|
Top 20 Markets (1)
|
|
% of Total Annualized Base Rental Revenue
|
|
Philadelphia, PA
|
|
9.2
|
%
|
Chicago, IL
|
|
7.7
|
%
|
Greenville/Spartanburg, SC
|
|
6.0
|
%
|
Detroit, MI
|
|
4.1
|
%
|
Milwaukee/Madison, WI
|
|
4.0
|
%
|
Pittsburgh, PA
|
|
3.8
|
%
|
Minneapolis/St Paul, MN
|
|
3.6
|
%
|
Charlotte, NC
|
|
3.1
|
%
|
Houston, TX
|
|
3.0
|
%
|
Cincinnati/Dayton, OH
|
|
2.9
|
%
|
Columbus, OH
|
|
2.6
|
%
|
West Michigan, MI
|
|
2.5
|
%
|
El Paso, TX
|
|
2.4
|
%
|
Boston, MA
|
|
2.3
|
%
|
Westchester/So Connecticut, CT/NY
|
|
2.0
|
%
|
Raleigh/Durham, NC
|
|
1.8
|
%
|
Cleveland, OH
|
|
1.7
|
%
|
Baltimore, MD
|
|
1.6
|
%
|
Dallas/Ft Worth, TX
|
|
1.5
|
%
|
Atlanta, GA
|
|
1.4
|
%
|
Total
|
|
67.2
|
%
|
Top 20 Tenant Industries (1)
|
|
% of Total Annualized Base Rental Revenue
|
|
Auto Components
|
|
12.5
|
%
|
Air Freight & Logistics
|
|
8.8
|
%
|
Commercial Services & Supplies
|
|
7.7
|
%
|
Containers & Packaging
|
|
6.3
|
%
|
Household Durables
|
|
5.2
|
%
|
Machinery
|
|
4.8
|
%
|
Building Products
|
|
4.7
|
%
|
Food Products
|
|
4.3
|
%
|
Food & Staples Retailing
|
|
3.8
|
%
|
Electrical Equipment
|
|
3.7
|
%
|
Household Products
|
|
3.7
|
%
|
Internet & Direct Mkt Retail
|
|
3.2
|
%
|
Beverages
|
|
3.1
|
%
|
Textiles, Apparel, Luxury Good
|
|
2.8
|
%
|
Chemicals
|
|
1.8
|
%
|
Metals & Mining
|
|
1.8
|
%
|
Pharmaceuticals
|
|
1.7
|
%
|
Specialty Retail
|
|
1.5
|
%
|
Energy Equipment & Services
|
|
1.5
|
%
|
Media
|
|
1.5
|
%
|
Total
|
|
84.4
|
%
|
Top 20 Tenants (1)
|
|
Number of Leases
|
|
% of Total Annualized Base Rental Revenue
|
||
General Services Administration
|
|
1
|
|
|
2.1
|
%
|
Amazon
|
|
2
|
|
|
1.7
|
%
|
XPO Logistics, Inc.
|
|
4
|
|
|
1.4
|
%
|
Yanfeng US Automotive Interior
|
|
3
|
|
|
1.2
|
%
|
Solo Cup
|
|
1
|
|
|
1.1
|
%
|
TriMas Corporation
|
|
4
|
|
|
1.1
|
%
|
DHL Supply Chain
|
|
4
|
|
|
1.0
|
%
|
Deckers Outdoor
|
|
1
|
|
|
0.9
|
%
|
WestRock Company
|
|
6
|
|
|
0.9
|
%
|
Kenco Logistic Services, LLC
|
|
2
|
|
|
0.9
|
%
|
Generation Brands
|
|
1
|
|
|
0.8
|
%
|
Carolina Beverage Group
|
|
2
|
|
|
0.8
|
%
|
Emerson Electric
|
|
2
|
|
|
0.8
|
%
|
Quoizel, Inc.
|
|
1
|
|
|
0.8
|
%
|
FedEx Corporation
|
|
2
|
|
|
0.8
|
%
|
Perrigo Company
|
|
2
|
|
|
0.7
|
%
|
Schneider Electric USA, Inc.
|
|
3
|
|
|
0.7
|
%
|
American Tire Distributors Inc
|
|
4
|
|
|
0.7
|
%
|
Coca-Cola Company
|
|
2
|
|
|
0.7
|
%
|
Sunland Logistics Solutions
|
|
1
|
|
|
0.7
|
%
|
Total
|
|
48
|
|
|
19.8
|
%
|
|
Same Store Portfolio
|
|
Acquisitions/Dispositions
|
|
Other
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
|
Three months ended June 30,
|
|
Change
|
|
Three months ended June 30,
|
|
Three months ended June 30,
|
|
Three months ended June 30,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental income
|
$
|
74,709
|
|
|
$
|
73,855
|
|
|
$
|
854
|
|
|
1.2
|
%
|
|
$
|
18,427
|
|
|
$
|
7,327
|
|
|
$
|
3,226
|
|
|
$
|
3,684
|
|
|
$
|
96,362
|
|
|
$
|
84,866
|
|
|
$
|
11,496
|
|
|
13.5
|
%
|
Other income
|
271
|
|
|
379
|
|
|
(108
|
)
|
|
(28.5
|
)%
|
|
13
|
|
|
227
|
|
|
—
|
|
|
2
|
|
|
284
|
|
|
608
|
|
|
(324
|
)
|
|
(53.3
|
)%
|
||||||||||
Total operating revenue
|
74,980
|
|
|
74,234
|
|
|
746
|
|
|
1.0
|
%
|
|
18,440
|
|
|
7,554
|
|
|
3,226
|
|
|
3,686
|
|
|
96,646
|
|
|
85,474
|
|
|
11,172
|
|
|
13.1
|
%
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Property
|
13,277
|
|
|
12,653
|
|
|
624
|
|
|
4.9
|
%
|
|
2,168
|
|
|
2,013
|
|
|
1,510
|
|
|
1,458
|
|
|
16,955
|
|
|
16,124
|
|
|
831
|
|
|
5.2
|
%
|
||||||||||
Net operating income (1)
|
$
|
61,703
|
|
|
$
|
61,581
|
|
|
$
|
122
|
|
|
0.2
|
%
|
|
$
|
16,272
|
|
|
$
|
5,541
|
|
|
$
|
1,716
|
|
|
$
|
2,228
|
|
|
79,691
|
|
|
69,350
|
|
|
10,341
|
|
|
14.9
|
%
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,587
|
|
|
7,978
|
|
|
609
|
|
|
7.6
|
%
|
|||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,633
|
|
|
40,901
|
|
|
3,732
|
|
|
9.1
|
%
|
|||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
427
|
|
|
350
|
|
|
77
|
|
|
22.0
|
%
|
|||||||||||||||||||
Total other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,647
|
|
|
49,229
|
|
|
4,418
|
|
|
9.0
|
%
|
|||||||||||||||||||
Total expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,602
|
|
|
65,353
|
|
|
5,249
|
|
|
8.0
|
%
|
|||||||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
7
|
|
|
(5
|
)
|
|
(71.4
|
)%
|
|||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,193
|
)
|
|
(11,512
|
)
|
|
(681
|
)
|
|
5.9
|
%
|
|||||||||||||||||||
Gain on the sales of rental property, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
317
|
|
|
6,348
|
|
|
(6,031
|
)
|
|
(95.0
|
)%
|
|||||||||||||||||||
Total other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,874
|
)
|
|
(5,157
|
)
|
|
(6,717
|
)
|
|
130.3
|
%
|
|||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
(794
|
)
|
|
(5.3
|
)%
|
(1)
|
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
|
|
Total Portfolio
|
||||||||||||||||||||||||||||||||||||||
|
Six months ended June 30,
|
|
Change
|
|
Six months ended June 30,
|
|
Six months ended June 30,
|
|
Six months ended June 30,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Rental income
|
$
|
151,499
|
|
|
$
|
147,632
|
|
|
$
|
3,867
|
|
|
2.6
|
%
|
|
$
|
33,674
|
|
|
$
|
13,120
|
|
|
$
|
6,804
|
|
|
$
|
7,241
|
|
|
$
|
191,977
|
|
|
$
|
167,993
|
|
|
$
|
23,984
|
|
|
14.3
|
%
|
Other income
|
339
|
|
|
532
|
|
|
(193
|
)
|
|
(36.3
|
)%
|
|
32
|
|
|
228
|
|
|
—
|
|
|
4
|
|
|
371
|
|
|
764
|
|
|
(393
|
)
|
|
(51.4
|
)%
|
||||||||||
Total operating revenue
|
151,838
|
|
|
148,164
|
|
|
3,674
|
|
|
2.5
|
%
|
|
33,706
|
|
|
13,348
|
|
|
6,804
|
|
|
7,245
|
|
|
192,348
|
|
|
168,757
|
|
|
23,591
|
|
|
14.0
|
%
|
||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Property
|
28,788
|
|
|
26,613
|
|
|
2,175
|
|
|
8.2
|
%
|
|
4,589
|
|
|
3,952
|
|
|
3,089
|
|
|
3,058
|
|
|
36,466
|
|
|
33,623
|
|
|
2,843
|
|
|
8.5
|
%
|
||||||||||
Net operating income (1)
|
$
|
123,050
|
|
|
$
|
121,551
|
|
|
$
|
1,499
|
|
|
1.2
|
%
|
|
$
|
29,117
|
|
|
$
|
9,396
|
|
|
$
|
3,715
|
|
|
$
|
4,187
|
|
|
155,882
|
|
|
135,134
|
|
|
20,748
|
|
|
15.4
|
%
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,799
|
|
|
16,726
|
|
|
1,073
|
|
|
6.4
|
%
|
||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,936
|
|
|
80,866
|
|
|
6,070
|
|
|
7.5
|
%
|
||||||||||||||
Loss on impairments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,344
|
|
|
2,934
|
|
|
2,410
|
|
|
82.1
|
%
|
||||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
826
|
|
|
641
|
|
|
185
|
|
|
28.9
|
%
|
||||||||||||||
Total other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,905
|
|
|
101,167
|
|
|
9,738
|
|
|
9.6
|
%
|
||||||||||||||
Total expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,371
|
|
|
134,790
|
|
|
12,581
|
|
|
9.3
|
%
|
||||||||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
13
|
|
|
5
|
|
|
38.5
|
%
|
|||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,027
|
)
|
|
(22,904
|
)
|
|
(2,123
|
)
|
|
9.3
|
%
|
||||||||||||||
Gain on the sales of rental property, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,591
|
|
|
29,037
|
|
|
(27,446
|
)
|
|
(94.5
|
)%
|
||||||||||||||
Total other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,418
|
)
|
|
6,146
|
|
|
(29,564
|
)
|
|
(481.0
|
)%
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
|
$
|
(18,554
|
)
|
|
(46.3
|
)%
|
(1)
|
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 June 30,
|
|
Six months ended June 30,
|
||||||||||||
Reconciliation of Net Income to FFO (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
Rental property depreciation and amortization
|
|
44,559
|
|
|
40,826
|
|
|
86,788
|
|
|
80,718
|
|
||||
Loss on impairments
|
|
—
|
|
|
—
|
|
|
5,344
|
|
|
2,934
|
|
||||
Gain on the sales of rental property, net
|
|
(317
|
)
|
|
(6,348
|
)
|
|
(1,591
|
)
|
|
(29,037
|
)
|
||||
FFO
|
|
58,412
|
|
|
49,442
|
|
|
112,100
|
|
|
94,728
|
|
||||
Preferred stock dividends
|
|
(1,289
|
)
|
|
(2,578
|
)
|
|
(2,578
|
)
|
|
(5,026
|
)
|
||||
Redemption of preferred stock
|
|
—
|
|
|
(2,661
|
)
|
|
—
|
|
|
(2,661
|
)
|
||||
Amount allocated to restricted shares of common stock and unvested units
|
|
(232
|
)
|
|
(198
|
)
|
|
(479
|
)
|
|
(415
|
)
|
||||
FFO attributable to common stockholders and unit holders
|
|
$
|
56,891
|
|
|
$
|
44,005
|
|
|
$
|
109,043
|
|
|
$
|
86,626
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Reconciliation of Net Income to NOI (in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,170
|
|
|
$
|
14,964
|
|
|
$
|
21,559
|
|
|
$
|
40,113
|
|
General and administrative
|
|
8,587
|
|
|
7,978
|
|
|
17,799
|
|
|
16,726
|
|
||||
Transaction costs
|
|
79
|
|
|
76
|
|
|
153
|
|
|
76
|
|
||||
Depreciation and amortization
|
|
44,633
|
|
|
40,901
|
|
|
86,936
|
|
|
80,866
|
|
||||
Interest and other income
|
|
(2
|
)
|
|
(7
|
)
|
|
(18
|
)
|
|
(13
|
)
|
||||
Interest expense
|
|
12,193
|
|
|
11,512
|
|
|
25,027
|
|
|
22,904
|
|
||||
Loss on impairments
|
|
—
|
|
|
—
|
|
|
5,344
|
|
|
2,934
|
|
||||
Other expenses
|
|
348
|
|
|
274
|
|
|
673
|
|
|
565
|
|
||||
Gain on the sales of rental property, net
|
|
(317
|
)
|
|
(6,348
|
)
|
|
(1,591
|
)
|
|
(29,037
|
)
|
||||
Net operating income
|
|
$
|
79,691
|
|
|
$
|
69,350
|
|
|
$
|
155,882
|
|
|
$
|
135,134
|
|
|
|
Six months ended June 30,
|
|
Change
|
|||||||||||
Cash Flows (dollars in thousands)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net cash provided by operating activities
|
|
$
|
110,571
|
|
|
$
|
97,321
|
|
|
$
|
13,250
|
|
|
13.6
|
%
|
Net cash used in investing activities
|
|
$
|
444,544
|
|
|
$
|
198,935
|
|
|
$
|
245,609
|
|
|
123.5
|
%
|
Net cash provided by financing activities
|
|
$
|
321,026
|
|
|
$
|
91,541
|
|
|
$
|
229,485
|
|
|
250.7
|
%
|
Month Ended 2019
|
|
Declaration Date
|
|
Record Date
|
|
Per Share
|
|
Payment Date
|
||
June 30
|
|
April 9, 2019
|
|
June 28, 2019
|
|
$
|
0.119167
|
|
|
July 15, 2019
|
May 31
|
|
April 9, 2019
|
|
May 31, 2019
|
|
0.119167
|
|
|
June 17, 2019
|
|
April 30
|
|
April 9, 2019
|
|
April 30, 2019
|
|
0.119167
|
|
|
May 15, 2019
|
|
March 31
|
|
January 10, 2019
|
|
March 29, 2019
|
|
0.119167
|
|
|
April 15, 2019
|
|
February 28
|
|
January 10, 2019
|
|
February 28, 2019
|
|
0.119167
|
|
|
March 15, 2019
|
|
January 31
|
|
January 10, 2019
|
|
January 31, 2019
|
|
0.119167
|
|
|
February 15, 2019
|
|
Total
|
|
|
|
|
|
$
|
0.715002
|
|
|
|
Quarter Ended 2019
|
|
Declaration Date
|
|
Series C
Preferred Stock Per Share |
|
Payment Date
|
||
June 30
|
|
April 9, 2019
|
|
$
|
0.4296875
|
|
|
July 1, 2019
|
March 31
|
|
January 10, 2019
|
|
0.4296875
|
|
|
April 1, 2019
|
|
Total
|
|
|
|
$
|
0.8593750
|
|
|
|
Loan
|
|
Principal Outstanding as of June 30, 2019 (in thousands)
|
|
Interest
Rate (1)(2) |
|
Maturity Date
|
|
Prepayment Terms (3)
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Unsecured Credit Facility (4)
|
|
$
|
129,000
|
|
|
L + 0.90%
|
|
|
Jan-15-2023
|
|
i
|
Total unsecured credit facility
|
|
129,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Term Loan C
|
|
150,000
|
|
|
2.39
|
%
|
|
Sep-29-2020
|
|
i
|
|
Unsecured Term Loan B
|
|
150,000
|
|
|
3.05
|
%
|
|
Mar-21-2021
|
|
i
|
|
Unsecured Term Loan A
|
|
150,000
|
|
|
2.70
|
%
|
|
Mar-31-2022
|
|
i
|
|
Unsecured Term Loan D
|
|
150,000
|
|
|
2.85
|
%
|
|
Jan-04-2023
|
|
i
|
|
Unsecured Term Loan E (5)
|
|
—
|
|
|
3.92
|
%
|
|
Jan-15-2024
|
|
i
|
|
Total unsecured term loans
|
|
600,000
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(3,121
|
)
|
|
|
|
|
|
|
||
Total carrying value unsecured term loans, net
|
|
596,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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 G Unsecured Notes
|
|
75,000
|
|
|
4.10
|
%
|
|
Jun-13-2025
|
|
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
|
|
Series H Unsecured Notes
|
|
100,000
|
|
|
4.27
|
%
|
|
Jun-13-2028
|
|
ii
|
|
Total unsecured notes
|
|
575,000
|
|
|
|
|
|
|
|
||
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(2,316
|
)
|
|
|
|
|
|
|
||
Total carrying value unsecured notes, net
|
|
572,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage notes (secured debt):
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank, National Association CMBS Loan
|
|
52,312
|
|
|
4.31
|
%
|
|
Dec-1-2022
|
|
iii
|
|
Thrivent Financial for Lutherans
|
|
3,738
|
|
|
4.78
|
%
|
|
Dec-15-2023
|
|
iv
|
|
Total mortgage notes
|
|
56,050
|
|
|
|
|
|
|
|
|
|
Add: Total unamortized fair market value premiums
|
|
45
|
|
|
|
|
|
|
|
|
|
Less: Total unamortized deferred financing fees and debt issuance costs
|
|
(436
|
)
|
|
|
|
|
|
|
||
Total carrying value mortgage notes, net
|
|
55,659
|
|
|
|
|
|
|
|
|
|
Total / weighted average interest rate (6)
|
|
$
|
1,354,222
|
|
|
3.55
|
%
|
|
|
|
|
(1)
|
Interest rate as of June 30, 2019. At June 30, 2019, the one-month LIBOR (“L”) was 2.39800%. 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 debt rating, as defined in the respective loan agreements.
|
(2)
|
As of June 30, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.
|
(3)
|
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; and (iv) pre-payable without penalty three months prior to the maturity date.
|
(4)
|
The capacity of the unsecured credit facility is $500.0 million.
|
(5)
|
The capacity was $175.0 million as of June 30, 2019. We funded the entire $175.0 million on July 25, 2019.
|
(6)
|
The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 million of debt that was in effect as of June 30, 2019, 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
|
|
June 30, 2019
|
||
Total principal outstanding (in thousands)
|
|
$
|
1,360,050
|
|
Weighted average duration (years)
|
|
4.2
|
|
|
% Secured debt
|
|
4
|
%
|
|
% Debt maturing next 12 months
|
|
—
|
%
|
|
Net Debt to Real Estate Cost Basis (1)
|
|
35
|
%
|
(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
|
||||
Series C Preferred Stock
|
|
March 17, 2016
|
|
3,000,000
|
|
|
$
|
25.00
|
|
|
6.875
|
%
|
ATM Common Stock Offering Program
|
|
Date
|
|
Maximum Aggregate Offering Price (in thousands)
|
|
Aggregate Common Stock Available as of
June 30, 2019 (in thousands) |
||||
2019 $600 million ATM
|
|
February 14, 2019
|
|
$
|
600,000
|
|
|
$
|
427,729
|
|
|
|
Three months ended June 30, 2019
|
|||||||||
ATM Common Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Net
Proceeds |
|||||
2019 $600 million ATM
|
|
705,794
|
|
|
$
|
31.29
|
|
|
$
|
21,861
|
|
Total/weighted average
|
|
705,794
|
|
|
$
|
31.29
|
|
|
$
|
21,861
|
|
|
|
Six months ended June 30, 2019
|
|||||||||
ATM Common Stock Offering Program
|
|
Shares
Sold |
|
Weighted Average Price Per Share
|
|
Net
Proceeds |
|||||
2019 $600 million ATM
|
|
6,147,203
|
|
|
$
|
28.02
|
|
|
$
|
170,748
|
|
Total/weighted average
|
|
6,147,203
|
|
|
$
|
28.02
|
|
|
$
|
170,748
|
|
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
|
|
|
$
|
103
|
|
|
1.3300
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Jul-01-2013
|
|
$
|
50,000
|
|
|
$
|
96
|
|
|
1.6810
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Capital One, N.A.
|
|
Jun-13-2013
|
|
Aug-01-2013
|
|
$
|
25,000
|
|
|
$
|
44
|
|
|
1.7030
|
%
|
|
One-month L
|
|
Feb-14-2020
|
Regions Bank
|
|
Sep-30-2013
|
|
Feb-03-2014
|
|
$
|
25,000
|
|
|
$
|
(1
|
)
|
|
1.9925
|
%
|
|
One-month L
|
|
Feb-14-2020
|
The Toronto-Dominion Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
125
|
|
|
1.3830
|
%
|
|
One-month L
|
|
Sep-29-2020
|
PNC Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
50,000
|
|
|
$
|
246
|
|
|
1.3906
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Regions Bank
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
35,000
|
|
|
$
|
174
|
|
|
1.3858
|
%
|
|
One-month L
|
|
Sep-29-2020
|
U.S. Bank, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
25,000
|
|
|
$
|
122
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Capital One, N.A.
|
|
Oct-14-2015
|
|
Sep-29-2016
|
|
$
|
15,000
|
|
|
$
|
73
|
|
|
1.3950
|
%
|
|
One-month L
|
|
Sep-29-2020
|
Royal Bank of Canada
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(6
|
)
|
|
1.7090
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(7
|
)
|
|
1.7105
|
%
|
|
One-month L
|
|
Mar-21-2021
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Sep-10-2017
|
|
$
|
100,000
|
|
|
$
|
(907
|
)
|
|
2.2255
|
%
|
|
One-month L
|
|
Mar-21-2021
|
Wells Fargo, N.A.
|
|
Jan-08-2015
|
|
Mar-20-2015
|
|
$
|
25,000
|
|
|
$
|
(145
|
)
|
|
1.8280
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
25,000
|
|
|
$
|
(496
|
)
|
|
2.4535
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Regions Bank
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(1,015
|
)
|
|
2.4750
|
%
|
|
One-month L
|
|
Mar-31-2022
|
Capital One, N.A.
|
|
Jan-08-2015
|
|
Feb-14-2020
|
|
$
|
50,000
|
|
|
$
|
(1,072
|
)
|
|
2.5300
|
%
|
|
One-month L
|
|
Mar-31-2022
|
The Toronto-Dominion Bank
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(210
|
)
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Royal Bank of Canada
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(211
|
)
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
Wells Fargo, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(211
|
)
|
|
1.8505
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
25,000
|
|
|
$
|
(209
|
)
|
|
1.8485
|
%
|
|
One-month L
|
|
Jan-04-2023
|
PNC Bank, N.A.
|
|
Jul-20-2017
|
|
Oct-30-2017
|
|
$
|
50,000
|
|
|
$
|
(417
|
)
|
|
1.8475
|
%
|
|
One-month L
|
|
Jan-04-2023
|
The Toronto-Dominion Bank
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,828
|
)
|
|
2.9180
|
%
|
|
One-month L
|
|
Jan-12-2024
|
PNC Bank, N.A.
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,830
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
Bank of Montreal
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
50,000
|
|
|
$
|
(2,829
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
U.S. Bank, N.A.
|
|
Jul-24-2018
|
|
Jul-26-2019
|
|
$
|
25,000
|
|
|
$
|
(1,415
|
)
|
|
2.9190
|
%
|
|
One-month L
|
|
Jan-12-2024
|
Wells Fargo, N.A.
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,351
|
)
|
|
2.2460
|
%
|
|
One-month L
|
|
Jan-15-2025
|
U.S. Bank, N.A.
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,349
|
)
|
|
2.2459
|
%
|
|
One-month L
|
|
Jan-15-2025
|
Regions Bank
|
|
May-02-2019
|
|
Jul-15-2020
|
|
$
|
50,000
|
|
|
$
|
(1,356
|
)
|
|
2.2459
|
%
|
|
One-month L
|
|
Jan-15-2025
|
Exhibit
Number
|
|
Description of Document
|
3.1 *
|
|
|
10.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS *
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH *
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL *
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF *
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB *
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE *
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
|
|
STAG INDUSTRIAL, INC.
|
|
|
|
Date: July 30, 2019
|
BY:
|
/s/ WILLIAM R. CROOKER
|
|
|
William R. Crooker
|
|
|
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
STAG INDUSTRIAL, INC.
|
|||
|
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
|
Name:
|
|
Benjamin S. Butcher
|
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
|
|
|
STAG INDUSTRIAL, INC.
|
||
|
|
|
By:
|
|
/s/ Kathryn Arnone
|
Name:
|
|
Kathryn Arnone
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Kathryn Arnone
|
Name:
|
|
Kathryn Arnone
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Benjamin S. Butcher
|
Name:
|
|
Benjamin S. Butcher
|
Title:
|
|
Chairman of the Board, Chief Executive Officer and President
|
STAG INDUSTRIAL, INC.
|
||
By:
|
|
/s/ Jeffrey M. Sullivan
|
Name:
|
|
Jeffrey M. Sullivan
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
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: July 30, 2019
|
/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: July 30, 2019
|
/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: July 30, 2019
|
/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
|