2018 ANNUAL REPORTOne Federal Street, 23rd FloorBoston, MA 0211061 7–574–47 7 7stagindustrial.com STAG: SINGLE TENANT
ACQUISITION GROUP
STAG Industrial, Inc. (NYSE: STAG) is a real estate
investment trust (REIT) focused on the acquisition
and operation of single-tenant, industrial properties
throughout the United States.
STAG acquires individual, single-tenant industrial properties that are priced
according to the binary nature of their cash flows. The acquisition of these
properties and the addition of the binary risk cash flows they generate
to a diversified portfolio mitigate the risk and enhance the stability of
cash flow derived from the portfolio. By precisely targeting single-tenant
industrial properties, adhering to a relative value investment model and
developing operational expertise in its target markets, STAG has consistently
delivered a combination of both income and growth to its shareholders.
NOI GROWTH
FFO GROWTH 24.3%
15.9%
$677M
ACQUIRED
6.9% CAPITALIZATION RATE · 53 BUILDINGS
OPERATING
PORTFOLIO
OCCUPANCY
95.8%
77M SQ FT · 37 STATES · 349 TENANTS
9.6M
SQ FT
LEASED
15.2% RENT CHANGE
BOARD OF DIRECTORS
BENJAMIN S. BUTCHER
Chairman of the Board
Chief Executive Officer & President
VIRGIS W. COLBERT
Former Executive Vice President
World Wide Operations
Miller Brewing Company
MICHELLE S. DILLEY
Chief Operating Officer
DSC Logistics, Inc.
JEFFREY D. FURBER
Chief Executive Officer
AEW Capital Management
LARRY T. GUILLEMETTE
Former Chairman of the Board
Former Chief Executive Officer
& President
Amtrol, Inc.
FRANCIS X. JACOBY III
Chief Financial Officer
Leggat McCall Properties, LLC
CHRISTOPHER P. MARR
Chief Executive Officer & President
CubeSmart
HANS S. WEGER
Former Chief Financial Officer
FOCUS Brands Inc.
MANAGEMENT TEAM
BENJAMIN S. BUTCHER
Chairman of the Board
Chief Executive Officer & President
JEFFREY M. SULLIVAN
General Counsel & Secretary
Executive Vice President
WILLIAM R. CROOKER
Chief Financial Officer
Executive Vice President & Treasurer
DAVID G. KING
Director of Real Estate Operations
Executive Vice President
STEPHEN C. MECKE
Chief Operating Officer
Executive Vice President
CORPORATE INFORMATION
EXECUTIVE OFFICES
One Federal Street, 23rd Floor
Boston, MA 02110
617-574-4777
stagindustrial.com
INVESTOR RELATIONS
617-226-4987
InvestorRelations@stagindustrial.com
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Boston, MA
OUTSIDE CORPORATE COUNSEL
DLA Piper LLP (US)
New York, NY
TRANSFER AGENT
Continental Stock and Trust Company
1 State Street, 30th Floor
New York, NY 10004
212-509-4000
continentalstock.com
Let me start by saying that all is well at STAG. Our investment thesis continues to be validated by our experience and results. Our opportunities for continued growth are large and varied. We will continue to execute, as we have been, with the goal of maximizing long-term, cash flow returns to our investors. With those “all is well” statements as a preface, I would like to turn to an area of increasing focus for STAG as a company, for the investing world in general and to our society – ESG.With the passage of time, the areas of endeavor contained under the “ESG banner” have moved from “interesting asides”, to “nice to have goals”, to their current status of “core values”. Here are some of the ways that we have made progress in ESG.ENVIRONMENTALOur progress on environmental issues has been along two avenues – investments to garner energy savings and investments in alternative energy generation. The principal areas for energy savings are modernization of lighting and HVAC equipment. We are working with our tenants to accelerate the replacement of inefficient equipment and, in doing so, generate significant electrical cost savings. These savings initially accrue to the tenant under NNN leases but also make our buildings better and more competitive when exposed to market conditions in future lease negotiations. When one of our buildings becomes vacant, we advance these modernization efforts on our own initiative.The most promising technology for local power generation at our industrial sites is solar (photovoltaic). We have been aggressively pursuing installation in the states that are most receptive to these installations. Our initial installations will go online this year. The economics of solar are fairly dynamic. On the one hand, the basic technology is improving at a rapid pace – it has been suggested by some that photovoltaic efficiency is improving along the lines of Moore’s Law – doubling approximately every two years. Countering this, and perhaps in response to this pace of technological advancement, government subsidies are being reduced and phased out. However, one thing is certain – solar installations will continue and will be an increasing source of energy going forward.SOCIALFor a public company like ours, social considerations are principally how we act as a corporate citizen – how we interact with our employees, our communities and the world in general. Early in our lifeas a public company, we established our Charitable Action Committee (the CAC) to promote quality interaction with the community in which we are headquartered (Boston). We support six local charities througha combination of financial support (both direct and employee matching) and numerous employee volunteer activities (such as food and clothing distribution, etc.). Our principal areas of focus are child welfare and youth empowerment. The CAC is funded by STAG and is manned by enthusiastic volunteer employees. Indeed, one of the best things about the CAC has been the level of engagement of our employees.Every year we choose one of these charities for our Impact Day – a day-long, company–wide effort to improve the facilities of the chosen charity.GOVERNANCEAt the time of our IPO in 2011, we were very cognizant of the need and advantages of adopting “shareholder friendly” governance standards. Since that time, we have continually reviewed and adopted provisions that advance our governance standards while maintaining the ability to effectively manage the organization. On the most visible, current topic under “G”, we have added gender diversity to our Board. Further, we have committed to a process to continue this diversification by adding a second female Board member. We have demonstrated leadership in the REIT community on governance generally by such measures as: A) opting out of state anti-takeover statutes, B) adopting a true majority voting standard for electing directors (coupled with a resignation policy), C) providing our stockholders with the ability to adopt, repeal or amend our Bylaws, D) maintaining a Board consisting nearly 90% of independent directors who have an average term of approximately six years, and E) maintaining a robust, active Audit Committee of four members, 100% of whom are “financial experts” (as defined by the SEC).The ESG topics are important to our Company and to me personally. We will continue to apply the appropriate energy and focus to advance our standing on these matters.Thank you for consideration and for your continued support of our Company.Sincerely,Benjamin S. ButcherCEODear Fellow Shareholders, UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission file number 1-34907
STAG INDUSTRIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction
of incorporation or organization)
One Federal Street, 23rd Floor
Boston, Massachusetts
(Address of principal executive offices)
27-3099608
(IRS Employer
Identification No.)
02110
(Zip Code)
(617) 574-4777
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
6.875% Series C Cumulative Redeemable Preferred Stock, $0.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,832 million based on the
closing price on the New York Stock Exchange as of June 29, 2018.
Number of shares of the registrant’s common stock outstanding as of February 11, 2019: 112,502,759
Number of shares of 6.875% Series C Cumulative Redeemable Preferred Stock as of February 11, 2019: 3,000,000
Portions of the registrant’s definitive Proxy Statement with respect to its 2019 Annual Meeting of Stockholders to be filed not later than 120 days after the end
of the registrant’s fiscal year are incorporated by reference into Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14 hereof as noted therein.
DOCUMENTS INCORPORATED BY REFERENCE
STAG INDUSTRIAL, INC.
Table of Contents
PART I.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV.
Exhibits and Financial Statement Schedules
Form 10-K Summary
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
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Introduction
PART I.
As used herein, except where the context otherwise requires, “Company,” “we,” “our” and “us,” refer to STAG Industrial, Inc.
and our consolidated subsidiaries and partnerships, including our operating partnership, STAG Industrial Operating Partnership,
L.P. (“Operating Partnership”).
Forward-Looking Statements
This report, including the information incorporated by reference, contains “forward-looking statements” within the meaning of
the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth
in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)). You can identify forward-looking statements by the use of words such as “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words
or similar expressions. Forward-looking statements in this report include, among others, statements about our future financial
condition, results of operations, capitalization rates on future acquisitions, our business strategy and objectives, including our
acquisition strategy, occupancy and leasing rates and trends, and expected liquidity needs and sources (including capital
expenditures and the ability to obtain financing or raise capital). Our forward-looking statements reflect our current views about
our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on
assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in
or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations,
strategies or prospects will be attained or achieved and you should not place undue reliance on these forward looking statements.
Furthermore, actual results may differ materially from those described in the forward looking statements and may be affected by
a variety of risks and factors including, without limitation:
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the factors included in this report, including those set forth under the headings “Business,” “Risk Factors,” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
our ability to raise equity capital on attractive terms;
the competitive environment in which we operate;
real estate risks, including fluctuations in real estate values and the general economic climate in local markets and
competition for tenants in such markets;
decreased rental rates or increased vacancy rates;
potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants;
acquisition risks, including our ability to identify and complete accretive acquisitions and/or failure of such
acquisitions to perform in accordance with projections;
the timing of acquisitions and dispositions;
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;
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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.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and
it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and
do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 1. Business
Certain Definitions
In this report:
We define "GAAP" as generally accepted accounting principles in the United States.
We define "total annualized base rental revenue" as the contractual monthly base rent as of December 31, 2018 (which differs
from rent calculated in accordance with GAAP) multiplied by 12. If a tenant is in a free rent period as of December 31, 2018, the
total annualized base rental revenue is calculated based on the first contractual monthly base rent amount multiplied by 12.
We define "occupancy rate" as the percentage of total leasable square footage for which either revenue recognition has commenced
in accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.
We define the "Value Add Portfolio" as properties that meet any of the following criteria: (i) less than 75% occupied as of the
acquisition date; (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date; or (iii) out
of service with significant physical renovation of the asset.
We define "Stabilization" for properties being redeveloped as the earlier of achieving 90% occupancy or 12 months after completion.
With respect to properties acquired and immediately added to the Value Add Portfolio, (i) if acquired with less than 75% occupancy
as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition
date; or (ii) if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date,
Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after
the known move-outs have occurred.
We define the "Operating Portfolio" as all warehouse and light manufacturing assets that were acquired stabilized or have achieved
Stabilization. The Operating Portfolio excludes non-core flex/office assets and assets contained in the Value Add Portfolio.
We define a "Comparable Lease" as a lease in the same space 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.
We define "SL Rent Change" as the percentage change in the average monthly base rent over the term of the lease, calculated on
a straight-line basis, of the lease executed during the period compared to the Comparable Lease for assets included in the Operating
Portfolio. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable
expenses, and this calculation excludes the impact of any holdover rent.
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We define "Cash Rent Change" as the percentage change in the base rent of the lease executed during the period compared to the
base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent
payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the termination
of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an estimate of
the applicable recoverable expenses.
Overview
We are a REIT focused on the acquisition, ownership and operation of single-tenant, industrial properties throughout the United
States. We seek to (i) identify properties for acquisition that offer relative value across all locations, industrial property types, and
tenants through the principled application of our proprietary risk assessment model, (ii) operate our properties in an efficient, cost-
effective manner, and (iii) capitalize our business appropriately given the characteristics of our assets. We are a Maryland corporation
and our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “STAG.”
We are organized and conduct our operations to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code
of 1986, as amended (the “Code”), and generally are not subject to federal income tax to the extent we currently distribute our
income to our stockholders and maintain our qualification as a REIT. We remain subject to state and local taxes on our income
and property and to U.S. federal income and excise taxes on our undistributed income.
As of December 31, 2018, we owned 390 buildings in 37 states with approximately 76.8 million rentable square feet, consisting
of 320 warehouse/distribution buildings, 58 light manufacturing buildings, nine flex/office buildings, and three Value Add Portfolio
buildings. We own both single- and multi-tenant properties, although we focus on the former. As of December 31, 2018, our
buildings were approximately 95.5% leased to 349 tenants, with no single tenant accounting for more than approximately 2.3%
of our total annualized base rental revenue and no single industry accounting for more than approximately 15.0% of our total
annualized base rental revenue. We intend to maintain a diversified mix of tenants to limit our exposure to any single tenant.
As of December 31, 2018, our Operating Portfolio was approximately 95.8% leased and our SL Rent Change (as defined below)
on new and renewal leases together grew approximately 15.2% and 10.8% during the years ended December 31, 2018 and 2017,
respectively and our Cash Rent Change on new and renewal leases together grew approximately 7.9% and 2.9% during the years
ended December 31, 2018 and 2017, respectively.
We have a fully-integrated acquisition, leasing and asset management platform, and our senior management team has a significant
amount of single-tenant, industrial real estate experience. Our mission is to continue to be a disciplined, relative value investor
and a leading owner and operator of single-tenant, industrial properties in the United States. We seek to deliver attractive
stockholder returns in all market environments by providing a covered dividend combined with accretive growth.
We are structured as an umbrella partnership REIT, also known as an UPREIT, and own all of our properties and conduct substantially
all of our business through our Operating Partnership, which we control and manage. As of December 31, 2018, we owned
approximately 96.5% of the common equity of our Operating Partnership, and our current and former executive officers, directors,
senior employees and their affiliates, and third parties who contributed properties to us in exchange for common equity in our
Operating Partnership, owned the remaining 3.5%. We completed our initial public offering of common stock and related formation
transactions, pursuant to which we succeeded our predecessor, on April 20, 2011.
Our Strategy
Our primary business objectives are to own and operate a balanced and diversified portfolio of binary risk investments (individual
single-tenant industrial properties) that maximize cash flows available for distribution to our stockholders, and to enhance
stockholder value over time by achieving sustainable long-term growth in distributable cash flow from operations per share.
We believe that our focus on owning and operating a portfolio of individually-acquired, single-tenant industrial properties
throughout the United States will, when compared to other real estate portfolios, generate returns for our stockholders that are
attractive in light of the associated risks for the following reasons.
• Buyers tend to price an individual, single-tenant, industrial property according to the binary nature of its cash
flows; with only one potential tenant, any one property is either generating revenue or not. Furthermore, tenants
typically cover operating expenses at a property and when a property is not generating revenue, we, as owners, are
responsible for paying these expenses. We believe the market prices these properties are based upon a higher risk
profile due to the single-tenant nature of these properties and therefore applies a lower value relative to a diversified
cash flowing investment.
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• The acquisition and contribution of these single-tenant properties to an aggregated portfolio of these individual binary
risk cash flows creates diversification, thereby lowering risk and creating value.
•
Industrial properties generally require less capital expenditure than other commercial property types and single-
tenant properties generally require less expenditure for leasing, operating and capital costs per property than multi-
tenant properties.
• Other institutional, industrial real estate buyers tend to focus on larger properties and portfolios in a select few primary
markets. In contrast, we focus on smaller, individual properties across many markets. As a result, our typical
competitors are local investors who often do not have the same access to debt or equity capital as us. In our fragmented,
predominantly non-institutional environment, a sophisticated, institutional platform with access to capital has
execution and operational advantages.
Our focus on single-tenant properties is not exclusive; we also own multi-tenant properties, as a result of acquiring properties with
more than one tenant or of originally single-tenant properties re-leasing to multiple tenants.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas and fire
and safety requirements. We believe that we and/or our tenants, as applicable, have the necessary permits and approvals to operate
each of our properties.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent
that such properties are “public accommodations” as defined under the ADA. Under the ADA, all public accommodations must
meet federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to
access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although
we believe that the properties in our portfolio in the aggregate substantially comply with current requirements of the ADA, and
we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or
investigation of all of our properties to determine whether we are in compliance and therefore we may own properties that are not
in compliance with the ADA.
ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements
to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result in additional
costs to attain compliance, imposition of fines by the U.S. government or an award of damages or attorney’s fees to private litigants.
The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and
to make alterations to achieve compliance as necessary.
Environmental Matters
Our properties are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies
have the authority to require us, as owner of a contaminated property, to clean up the property, even if we did not know of or were
not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated,
and therefore it is possible we could incur these costs even after we sell some of our properties. In addition to the costs of cleanup,
environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as
collateral or to sell the property. Under applicable environmental laws, courts and government agencies also have the authority to
require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that
facility if it becomes contaminated and threatens human health or the environment. We invest in properties historically used for
industrial, light manufacturing and commercial purposes. Certain of our properties are on or are adjacent to or near other properties
upon which others, including former owners or tenants of our properties have engaged, or may in the future engage, in activities
that may generate or release petroleum products or other hazardous or toxic substances.
Environmental laws in the United States also require that owners or operators of buildings containing asbestos properly manage
and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special
precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition.
These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may
allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of
our buildings are known to have asbestos containing materials, and others, due to the age of the building and observed conditions,
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are suspected of having asbestos containing materials. We do not believe these conditions will materially and adversely affect us.
In most or all instances, no immediate action was recommended to address the conditions.
Furthermore, various court decisions have established that third parties may recover damages for injury caused by property
contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers
injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various
activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials
that the chemicals are being used.
We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a
claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to
our stockholders. All of our properties were subject to a Phase I or similar environmental assessment by independent environmental
consultants at the time of acquisition. We generally expect to continue to obtain a Phase I or similar environmental assessment by
independent environmental consultants on each property prior to acquiring it. However, these environmental assessments may not
reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity
and may not identify all potential environmental liabilities.
At the time of acquisition, we add each property to our portfolio environmental insurance policy that provides coverage for potential
environmental liabilities, subject to the policy’s coverage conditions and limitations.
We can make no assurances that future laws, ordinances or regulations will not impose material environmental liabilities on us,
or the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the
vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.
Insurance
We carry comprehensive general liability, fire, extended coverage and rental loss insurance covering all of the properties in our
portfolio under a blanket insurance policy. In addition, we maintain a portfolio environmental insurance policy that provides
coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not
carry insurance for certain losses, including, but not limited to, losses caused by floods (unless the property is located in a flood
plain), earthquakes, acts of war, acts of terrorism or riots. We carry employment practices liability insurance that covers us against
claims by employees, former employees or potential employees for various employment related matters including wrongful
termination, discrimination, sexual harassment in the workplace, hostile work environment, and retaliation, subject to the policy’s
coverage conditions and limitations. We carry comprehensive cyber liability insurance coverage that covers us against claims
related to certain first party and third party losses including data restoration costs, crisis management expenses, credit monitoring
costs, failure to implement and maintain reasonable security procedures, invasion of customer’s privacy and negligence, subject
to the policy’s coverage conditions and limitations. We also carry directors and officers insurance. We believe the policy
specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and standard
industry practice; however, our insurance coverage may not be sufficient to cover all of our losses.
Competition
In acquiring our target properties, we compete primarily with local individuals or local operators due to the smaller, single asset
(versus portfolio) focus of our acquisition strategy. From time to time we compete with other public industrial property sector
REITs, single-tenant REITs, income oriented non-traded REITs, and private real estate funds. Local real estate investors historically
have represented our predominant competition for deals and they typically do not have the same access to capital that we do as a
publicly traded institution. We also face significant competition from owners and managers of competing properties in leasing our
properties to prospective tenants and in re-leasing space to existing tenants.
Operating Segments
We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating
decisions, and accordingly, have only one reporting and operating segment. See Note 2 in the accompanying Notes to
Consolidated Financial Statements under “Segment Reporting.”
Employees
As of December 31, 2018, we employed 73 employees. None of our employees are represented by a labor union.
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Our Corporate Structure
We were incorporated in Maryland on July 21, 2010, and our Operating Partnership was formed as a Delaware limited partnership
on December 21, 2009.
We are structured as an UPREIT; our publicly-traded entity, STAG Industrial, Inc., is the REIT in the UPREIT structure, and our
Operating Partnership is the umbrella partnership. We own a majority, but not all, of the Operating Partnership. We also wholly
own the sole general partner (the manager) of the Operating Partnership. Substantially all of our assets are held in, and substantially
all of our operations are conducted through, the Operating Partnership. Shares of our common stock are traded on the NYSE under
the symbol "STAG." The limited partnership interests in the Operating Partnership, which we sometimes refer to as “common
units,” are not and cannot be publicly traded, although they may provide liquidity through an exchange feature described below. Our
UPREIT structure allows us to acquire properties on a tax-deferred basis by issuing common units in exchange for the property.
The common units of limited partnership interest in our Operating Partnership correlate on a one-for-one economic basis to the
shares of common stock in the REIT. Each common unit receives the same distribution as a share of our common stock, the value
of each common unit is tied to the value of a share of our common stock and each common unit, after one year, generally may be
redeemed (that is, exchanged) for cash in an amount equivalent to the value of a share of common stock or, if we choose, for a
share of common stock on a one-for-one basis. When redeeming common units for cash, the value of a share of common stock is
calculated as the average common stock closing price on the NYSE for the 10 trading days immediately preceding the redemption
notice date.
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The following is a simplified diagram of our UPREIT structure at December 31, 2018.
Additional Information
Our principal executive offices are located at One Federal Street, 23rd Floor, Boston, Massachusetts 02110. Our telephone number
is (617) 574-4777.
Our website is www.stagindustrial.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current
Reports on Form 8-K and any amendments to any of those reports that we file with the SEC are available free of charge as soon
as reasonably practicable through our website at www.stagindustrial.com. Also posted on our website, and available in print upon
request, are charters of each committee of the board of directors, our code of business conduct and ethics and our corporate
governance guidelines. Within the time period required by the SEC, we will post on our website any amendment to the code of
business conduct and ethics and any waiver applicable to any executive officer, director or senior financial officer. The information
found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this report or any
other report or document we file with or furnish to the SEC.
All reports, proxy and information statements and other information we file with the SEC are also available free of charge through
the SEC’s website at www.sec.gov.
Item 1A. Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.
The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known
to us or that we may currently deem immaterial also may impair our business operations. If any of the following or other risks
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occur, our business, financial condition, operating results, cash flows, and distributions, as well as the market prices for our
securities, could be materially adversely affected.
Risks Related to Our Business and Operations
Our investments are concentrated in the industrial real estate sector, and we would be adversely affected by an economic
downturn in that sector.
As of December 31, 2018, the majority of our buildings were industrial properties. This concentration may expose us to the risk
of economic downturns in the industrial real estate sector to a greater extent than if our properties were more diversified across
other sectors of the real estate industry.
Adverse economic conditions will harm our returns and profitability.
Our operating results may be affected by market and economic challenges and uncertainties, which may result from a continued
or exacerbated general economic slowdown experienced by the nation as a whole, by the local economies where our properties
may be located or our tenants may conduct business, or by the real estate industry, including the following:
•
•
•
•
poor economic conditions may result in tenant defaults under leases and extended vacancies at our properties;
re-leasing may require concessions or reduced rental rates under the new leases due to reduced demand;
adverse capital and credit market conditions may restrict our operating activities; and
constricted access to credit may result in tenant defaults, non-renewals under leases or inability of potential buyers
to acquire properties held for sale.
Also, to the extent we purchase real estate in an unstable market, we are subject to the risk that if the real estate market ceases to
attract the same level of capital investment in the future that it attracts at the time of our purchases, or the number of companies
seeking to acquire properties decreases, the value of our investments may not appreciate or may decrease significantly below the
amount we paid for these investments. The length and severity of any economic slowdown or downturn cannot be predicted. Our
operations could be negatively affected to the extent that an economic slowdown or downturn is prolonged or becomes more
severe.
Substantial international, national and local government deficits and the weakened financial condition of these governments
may adversely affect us.
The values of, and the cash flows from, the properties we own may be affected by historical or future developments in global,
national and local economies. As a result of any global economic crisis and significant government intervention, federal, state and
local governments have historically incurred and may continue to incur record deficits and assume or guarantee liabilities of private
financial institutions or other private entities. Increased budget deficits and weakened financial condition of federal, state and local
governments may lead to reduced governmental spending, tax increases, public sector job losses, increased interest rates, currency
devaluations, defaults on debt obligations or other adverse economic events, which may directly or indirectly adversely affect our
business, financial condition and results of operations.
Events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.
In addition to general, regional, national and international economic conditions, our operating performance is impacted by the
economic conditions of the specific markets in which we have concentrations of properties. See our "Geographic Diversification"
table in Item 2, "Properties" for details of geographic concentration of our properties. Our operating performance could be adversely
affected if conditions become less favorable in any of the markets in which we have a concentration of properties.
We are subject to industry concentrations that make us susceptible to adverse events with respect to certain industries.
We are subject to certain industry concentrations with respect to our properties. See our "Industry Diversification" table in Item
2, "Properties" for details of industry concentration of our properties. Such industries are subject to specific risks that could result
in downturns within the industries. Any downturn in one or more of these industries, or in any other industry in which we may
have a significant concentration now or in the future, could adversely affect our tenants who are involved in such industries. If
any of these tenants is unable to withstand such downturn or is otherwise unable to compete effectively in its business, it may be
forced to declare bankruptcy, fail to meet its rental obligations, seek rental concessions or be unable to enter into new leases, which
could materially and adversely affect us.
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Default by one or more of our tenants could materially and adversely affect us.
Any of our tenants may experience a downturn in its business at any time that may significantly weaken its financial condition or
cause its failure. As a result, such a tenant may decline to extend or renew its lease upon expiration, fail to make rental payments
when due or declare bankruptcy. The default, financial distress or bankruptcy of a tenant could cause interruptions in the receipt
of rental revenue and/or result in a vacancy, which is, in the case of a single-tenant property, likely to result in the complete
reduction in the operating cash flows generated by the property and may decrease the value of that property. In addition, a majority
of our leases generally require the tenant to pay all or substantially all of the operating expenses normally associated with the
ownership of the property, such as utilities, real estate taxes, insurance and routine maintenance. Following a vacancy at a single-
tenant property, we will be responsible for all of the operating costs at such property until it can be re-let, if at all.
If our tenants are unable to obtain financing necessary to continue to operate their businesses and pay us rent, we could be
materially and adversely affected.
Many of our tenants rely on external sources of financing to operate their businesses. The U.S. financial and credit markets may
experience liquidity disruptions, resulting in the unavailability of financing for many businesses. If our tenants are unable to obtain
financing necessary to continue to operate their businesses, they may be unable to meet their rental obligations to us or enter into
new leases with us or be forced to declare bankruptcy and reject our leases, which could materially and adversely affect us.
We have owned our properties for a limited time, and we may not be aware of characteristics or deficiencies involving any one
or all of them.
Of the properties in our portfolio at December 31, 2018, 232 buildings totaling approximately 46.9 million rentable square feet
have been acquired in the past five years. These properties may have characteristics or deficiencies unknown to us that could affect
their valuation or revenue potential and such properties may not ultimately perform up to our expectations. We cannot assure you
that the operating performance of the properties will not decline under our management.
We face risks associated with system failures through security breaches or cyber attacks, as well as other significant disruptions
of our information technology (IT) networks and related systems.
We face risks associated with security breaches, whether through cyber attacks, computer viruses, attachments to e-mails, persons
inside our organization or persons with access to systems inside our organization, and other significant disruptions of our
IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack, including by
computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication
of attempted attacks from around the world have increased. Our IT networks and related systems are essential to the operation of
our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of
our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems,
and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that
our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or
damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the
techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and
in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these
techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to mitigate
this risk entirely. A security breach or other significant disruption involving our IT networks and related systems could disrupt the
proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed
reporting deadlines; result in our inability to monitor our compliance with the rules and regulations regarding our qualification as
a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential,
sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive,
destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any
damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other
agreements; or damage our reputation among our tenants and investors generally.
We depend on key personnel; the loss of their full service could adversely affect us.
Our success depends to a significant degree upon the continued contributions of certain key personnel including, but not limited
to, our executive officers, whose continued service is not guaranteed, and each of whom would be difficult to replace. While we
have entered into employment contracts with our executive officers, they may nevertheless cease to provide services to us at any
time. If any of our key personnel were to cease employment with us, our operating results could suffer. Our ability to retain our
management group or to attract suitable replacements should any members of the management group leave is dependent on the
competitive nature of the employment market. The loss of services from key members of the management group or a limitation
in their availability could adversely impact our financial condition and cash flows. Further, such a loss could be negatively perceived
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in the capital markets. As of December 31, 2018, we have not obtained and do not expect to obtain key man life insurance on any
of our key personnel.
We also believe that, as we expand, our future success depends, in large part, upon our ability to hire and retain highly skilled
managerial, investment, financing, operational and marketing personnel. Competition for such personnel is intense, and we cannot
assure you that we will be successful in attracting and retaining such skilled personnel.
Our growth will depend upon future acquisitions of properties, and we may be unable to consummate acquisitions on
advantageous terms or acquisitions may not perform as we expect.
We acquire and intend to continue to acquire primarily warehouse/distribution properties and light manufacturing properties. The
acquisition of properties entails various risks, including the risk that our investments may not perform as we expect. Further, we
face competition for attractive investment opportunities from other well-capitalized real estate investors, including both publicly-
traded REITs and private institutional investment funds, and these competitors may have greater financial resources and a greater
ability to borrow funds to acquire properties. This competition will increase as investments in real estate become increasingly
attractive relative to other forms of investment. As a result of competition, we may be unable to acquire additional properties for
the purchase price we desire. In addition, we expect to finance future acquisitions through a combination of secured and unsecured
borrowings, proceeds from equity or debt offerings by us or our Operating Partnership or its subsidiaries and proceeds from
property contributions and divestitures which may not be available and which could adversely affect our cash flows.
The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure
you of our ability to make distributions in the future.
Distributions will be authorized and determined by our board of directors in its sole discretion from time to time and will depend
upon a number of factors, including:
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•
•
•
•
•
cash available for distribution;
our results of operations;
our financial condition, especially in relation to the anticipated future capital needs of our properties;
the distribution requirements for REITs under the Code;
our operating expenses; and
other factors our board of directors deems relevant.
Consequently, we may not continue our current level of distributions to stockholders, and our distribution levels may fluctuate.
In addition, some of our distributions may include a return of capital. To the extent that we make distributions in excess of our
current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal
income tax purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital is not taxable, but it has the
effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis
of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. If we borrow to fund distributions, our
future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise
would have been.
Risks Related to Our Organization and Structure
Our growth depends on external sources of capital, which are outside of our control and affect our ability to take advantage
of strategic opportunities, satisfy debt obligations and make distributions to our stockholders.
In order to maintain our qualification as a REIT, we are generally required under the Code to annually distribute at least 90% of
our net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition,
we will be subject to federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable
income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital
needs, including acquisition financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our
capital needs. We may not be able to sell equity or obtain financing on favorable terms or at all. In addition, any additional debt
we incur will increase our leverage and debt service obligations. Our access to third-party sources of capital depends, in part, on:
•
general market conditions;
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the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and dividends; and
the market price per share of our common stock.
If we cannot raise equity or obtain capital from third-party sources, we may not be able to acquire properties when strategic
opportunities exist, meet the capital and operating needs of our existing properties or satisfy our debt service obligations. Further,
in order to meet the REIT distribution requirements and maintain our REIT status and to avoid the payment of income and excise
taxes, we may need to borrow funds on a short-term basis even if the then-prevailing market conditions are not favorable for these
borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of cash and
inclusion of income for federal income tax purposes or the effect of non-deductible capital expenditures, the creation of reserves,
certain restrictions on distributions under loan documents or required debt or amortization payments.
To the extent that capital is not available to acquire properties, profits may not be realized or their realization may be delayed,
which could result in an earnings stream that is less predictable than some of our competitors or a failure to meet our projected
earnings and distributable cash flow levels in a particular reporting period. Such a failure to meet our projected earnings and
distributable cash flow levels in a particular reporting period could have an adverse effect on our financial condition and on the
market price of our stock.
Our fiduciary duties as sole member of the general partner of our Operating Partnership could create conflicts of interest,
which may impede business decisions that could benefit our stockholders.
We, as the sole member of the general partner of our Operating Partnership, have fiduciary duties to the other limited partners in
our Operating Partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our
Operating Partnership have agreed that, in the event of a conflict in the fiduciary duties owed by us to our stockholders and, in
our capacity as indirect general partner of our Operating Partnership, to such limited partners, we are under no obligation to give
priority to the interests of such limited partners. In addition, those persons holding common units will have the right to vote on
certain amendments to the Operating Partnership agreement (which require approval by a majority interest of the limited partners,
including us) and individually to approve certain amendments that would adversely affect their rights. These voting rights may
be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of
limited partners to receive distributions as set forth in the Operating Partnership agreement in a manner that adversely affects their
rights without their consent, even though such modification might be in the best interest of our stockholders.
In addition, conflicts may arise when the interests of our stockholders and the limited partners of our Operating Partnership diverge,
particularly in circumstances in which there may be an adverse tax consequence to the limited partners. Tax consequences to
holders of common units upon a sale or refinancing of our properties may cause the interests of our senior management to differ
from your own. As a result of unrealized built-in gain attributable to contributed property at the time of contribution, some holders
of common units, including our principals, may suffer different and more adverse tax consequences than holders of our securities
upon the sale or refinancing of the properties owned by our Operating Partnership, including disproportionately greater allocations
of items of taxable income and gain upon a realization event. As those holders will not receive a correspondingly greater distribution
of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale
or refinancing of certain properties, or whether to sell or refinance such properties at all.
We may experience conflicts of interest with several members of our senior management team and board who have or may become
limited partners in our Operating Partnership through the receipt of common units or long-term incentive plan units in our Operating
Partnership (“LTIP units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011
Plan”).
We are subject to financial reporting and other requirements for which our accounting, internal audit and other management
systems and resources may not be adequately prepared and we may not be able to accurately report our financial results.
We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002. Section 404 requires annual management assessments of the effectiveness of our internal controls
over financial reporting and a report by our independent registered public accounting firm addressing these assessments. These
reporting and other obligations place significant demands on our management, administrative, operational, internal audit and
accounting resources and cause us to incur significant expenses. We may need to upgrade our systems or create new systems;
implement additional financial and management controls, reporting systems and procedures; expand our internal audit function;
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or hire additional accounting, internal audit and finance staff. Any failure to maintain effective internal controls could have a
material adverse effect on our business, operating results and trading price of our securities.
Our charter, the partnership agreement of our Operating Partnership and Maryland law contain provisions that may delay or
prevent a change of control transaction.
Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such
actions as are necessary and desirable to limit any person to actual or constructive ownership of no more than 9.8% in value or in
number of shares, whichever is more restrictive, of the outstanding shares of our capital stock and no more than 9.8% in value or
in number of shares, whichever is more restrictive, of the outstanding shares of our common stock. In addition, the articles
supplementary for our 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred
Stock”) provide that generally no person may own, or be deemed to own by virtue of the attribution provisions of the Code, either
more than 9.8% in value or in number of shares, whichever is more restrictive, of our outstanding Series C Preferred Stock. Our
board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limits. However, our board of
directors may not grant an exemption from the ownership limits to any proposed transferee whose ownership, direct or indirect,
of more than 9.8% of the value or number of our outstanding shares of our common stock or Series C Preferred Stock, could
jeopardize our status as a REIT. The ownership limits contained in our charter and the restrictions on ownership of our common
stock may delay or prevent a transaction or a change of control that might be in the best interest of our stockholders.
Our board of directors may create and issue a class or series of preferred stock without stockholder approval. Subject to the
rights of holders of Series C Preferred Stock to approve the classification or issuance of any class or series of stock ranking senior
to the Series C Preferred Stock, our board of directors is empowered under our charter to amend our charter to increase or decrease
the aggregate number of shares of our common stock or the number of shares of stock of any class or series that we have authority
to issue, to designate and issue from time to time one or more classes or series of preferred stock and to classify or reclassify any
unissued shares of our common stock or preferred stock without stockholder approval. Subject to the rights of holders of Series
C Preferred Stock discussed above, our board of directors may determine the relative rights, preferences and privileges of any
class or series of preferred stock issued. The issuance of preferred stock could also have the effect of delaying or preventing a
change of control transaction that might otherwise be in the best interests of our stockholders.
Certain provisions in the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions
of us. Provisions in the partnership agreement for our Operating Partnership could discourage third parties from making proposals
involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if
made, desirable. These provisions include, among others:
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redemption rights of qualifying parties;
transfer restrictions on our common units;
the ability of the general partner in some cases to amend the partnership agreement without the consent of the limited
partners; and
the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified
circumstances.
Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for
the LTIP units, which require us to preserve the rights of LTIP unit holders and may restrict us from amending the partnership
agreement for our Operating Partnership in a manner that would have an adverse effect on the rights of LTIP unit holders.
Certain provisions of Maryland law could inhibit changes in control.
Title 8, Subtitle 3 of the Maryland General Corporation Law (“MGCL”), permits our board of directors, without stockholder
approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which
(for example, a classified board) we do not currently have. These provisions may have the effect of inhibiting a third party from
making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under
circumstances that might be in the best interest of our stockholders.
Our charter and bylaws, the partnership agreement for our Operating Partnership and Maryland law contain other provisions that
may delay, defer or prevent a transaction or a change of control that might be in the best interest of our stockholders.
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Under their employment agreements, our executive officers have the right to terminate their employment and, under certain
conditions, receive severance, which may adversely affect us.
The employment agreements with our executive officers provide that each executive may terminate his or her employment and,
under certain conditions, receive severance based on two or three times (depending on the officer) the annual total of salary and
bonus and immediate vesting of equity-based awards. In the case of certain terminations, they would not be restricted from
competing with us after their departure.
Compensation awards to our management may not be tied to or correspond with our improved financial results or the stock
price, which may adversely affect us.
The compensation committee of our board of directors is responsible for overseeing our compensation and employee benefit plans
and practices, including our executive compensation plans and our incentive compensation and equity-based compensation plans.
Our compensation committee has significant discretion in structuring compensation packages and may make compensation
decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with improved
financial results at our company or the share price of our common stock.
Our board of directors can take many actions without stockholder approval.
Our board of directors has overall authority to oversee our operations and determine our major corporate policies. This authority
includes significant flexibility. For example, our board of directors can do the following:
•
•
amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and
our policies with respect to all other activities, including growth, debt, capitalization and operations;
amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable
legal requirements;
• within the limits provided in our charter, prevent the ownership, transfer and/or accumulation of shares in order to
protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders;
•
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issue additional shares without obtaining stockholder approval, which could dilute the ownership of existing
stockholders;
amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock
of any class or series, without obtaining stockholder approval;
subject to the rights of holders of Series C Preferred Stock, classify or reclassify any unissued shares of our common
stock or preferred stock, set the preferences, rights and other terms of such classified or reclassified shares, without
obtaining stockholder approval;
• make certain amendments to the 2011 Plan;
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employ and compensate affiliates;
direct our resources toward investments that do not ultimately appreciate over time;
change creditworthiness standards with respect to third-party tenants; and
determine that it is no longer in our best interests to continue to qualify as a REIT.
Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our
assets without giving you, as a stockholder, the right to vote.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good
faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a
like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us
and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money,
property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action.
Our bylaws require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability
actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the
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extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either
committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper
personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. As a result, we and our stockholders may have more limited rights against
our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense
costs incurred by our directors and officers.
The number of shares of our common stock available for future sale, including by our affiliates or investors in our Operating
Partnership, could adversely affect the market price of our common stock, and future sales by us of shares of our common
stock may be dilutive to existing stockholders.
Sales of substantial amounts of shares of our common stock in the public market, or upon exchange of common units or exercise
of any options, or the perception that such sales might occur could adversely affect the market price of our common stock. The
exchange of common units for common stock, the exercise of any stock options or the vesting of any restricted stock granted under
the 2011 Plan, the issuance of our common stock or common units in connection with property, portfolio or business acquisitions
and other issuances of our common stock or common units could have an adverse effect on the market price of our common stock.
The existence of shares of our common stock reserved for issuance under the 2011 Plan or upon exchange of common units may
adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. We also
have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity securities
(including common and preferred stock) on an as-needed basis and subject to our ability to affect offerings on satisfactory terms
based on prevailing conditions. In addition, our board of directors authorized us to issue shares of common stock in our at-the
market program. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing,
including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including issuances of
common and preferred stock. No prediction can be made about the effect that future distributions or sales of our common stock
will have on the market price of our common stock. In addition, future sales by us of our common stock may be dilutive to existing
stockholders.
Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which
would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may adversely
affect the market price of our securities.
Our common stock is ranked junior to our Series C Preferred Stock. Our outstanding Series C Preferred Stock also has or will
have a preference upon our dissolution, liquidation or winding up in respect of assets available for distribution to our stockholders.
Holders of our common stock are not entitled to preemptive rights or other protections against dilution. In the future, we may
attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper,
medium-term notes, senior or subordinated notes and classes of preferred or common stock. Upon liquidation, holders of our debt
securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available
assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders
or reduce the market price of our securities or both. Because our decision to issue securities in any future offering will depend on
market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future
offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our securities and diluting their
proportionate ownership.
The market price and trading volume of our common stock may be volatile.
The market price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and
cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to
resell your shares at or above the price at which they traded when you acquired them. We cannot assure you that the market price
of our common stock will not fluctuate or decline significantly in the future. Some of the factors that could negatively affect the
market price of our common stock or result in fluctuations in the market price or trading volume of our common stock include:
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actual or anticipated variations in our quarterly operating results;
changes in our operations or earnings estimates or publication of research reports about us or the industry;
changes in our dividend policy;
increases in market interest rates that lead purchasers of our shares to demand a higher yield;
changes in market valuations of similar companies;
adverse market reaction to any increased indebtedness we incur in the future;
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our ability to comply with applicable financial covenants in our unsecured credit facility, unsecured term loans,
unsecured notes, and other loan agreements;
additions or departures of key management personnel;
actions by institutional stockholders;
the realization of any of the other risk factors presented in this report;
speculation in the press or investment community; and
general U.S. and worldwide market and economic conditions.
General Real Estate Risks
Our performance and value are subject to general economic conditions and risks associated with our real estate assets.
The investment returns available from equity investments in real estate depend on the amount of income earned and capital
appreciation generated by the properties, as well as the expenses incurred in connection with the properties. If our properties do
not generate income sufficient to meet operating expenses, including debt service and capital expenditures, then our ability to pay
distributions to our stockholders could be adversely affected. In addition, there are significant expenditures associated with an
investment in real estate (such as mortgage payments, real estate taxes and maintenance costs) that generally do not decline when
circumstances reduce the income from the property. Income from and the value of our properties may be adversely affected by:
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changes in general or local economic climate;
the attractiveness of our properties to potential tenants;
changes in supply of or demand for similar or competing properties in an area;
bankruptcies, financial difficulties or lease defaults by our tenants;
technological changes, such as reconfiguration of supply chains, autonomous vehicles, drones, robotics, "3D"
printing, online marketplaces for industrial space, or other developments;
changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult
or unattractive or otherwise reduce returns to stockholders;
changes in operating costs and expenses and our ability to control rents;
changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including
changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder;
our ability to provide adequate maintenance and insurance;
changes in the cost or availability of insurance, including coverage for mold or asbestos;
unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for
such conditions;
periods of high interest rates and tight money supply;
tenant turnover;
general overbuilding or excess supply in the market; and
disruptions in the global supply chain caused by political, regulatory or other factors, including terrorism and
geopolitical developments outside the United States, such as the effects of the United Kingdom’s referendum to
withdraw from the European Union.
In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or public perception
that any of these events may occur, would result in a general decrease in rents or an increased occurrence of defaults under existing
leases, which would adversely affect our financial condition and results of operations. Future terrorist attacks may result in declining
economic activity, which could reduce the demand for, and the value of, our properties. To the extent that future attacks impact
our tenants, their businesses similarly could be adversely affected, including their ability to continue to honor their existing leases.
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For these and other reasons, we cannot assure you that we will be profitable or that we will realize growth in the value of our
properties.
Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties.
We compete with other owners, operators and developers of real estate, some of which own properties similar to ours in the same
markets and sub-markets in which our properties are located. If our competitors offer space at rental rates below current market
rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce
our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire.
A significant portion of our properties have leases that expire in the next three years and we may be unable to renew leases,
lease vacant space or re-lease space as leases expire.
Our results of operations, cash flows, cash available for distribution, and the value of our securities would be adversely affected
if we are unable to lease, on economically favorable terms, a significant amount of space in our operating properties. As of
December 31, 2018, leases with respect to approximately 38.8% (excluding month-to-month leases, which comprise an additional
0.2%) of our total annualized base rental revenue will expire before December 31, 2021. We cannot assure you that expiring leases
will be renewed or that our properties will be re-leased at base rental rates equal to or above the current market rental rates. In
addition, the number of vacant or partially vacant industrial properties in a market or sub-market could adversely affect our ability
to re lease the space at attractive rental rates.
We may be unable to lease vacant space or renew leases or re-lease on favorable terms.
A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases.
In addition, certain of the properties we acquire may have some level of vacancy at the time of closing. Certain of our properties
may be specifically suited to the particular needs of a tenant. We may face difficulty obtaining, or be unable to obtain, a new tenant
for any vacant space we have in our properties. If the vacancy continues for a long period of time, we may suffer reduced revenue
resulting in less cash available to be distributed to stockholders. In addition, the resale value of a property could be diminished
because the market value of a particular property will depend principally upon the value of the leases of such property.
We may not have funding for future tenant improvements.
When a tenant at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely
that, in order to attract one or more new tenants, we will be required to expend funds to construct new tenant improvements in the
vacated space. Except with respect to our current reserves for capital expenditures, tenant improvements and leasing commissions,
we cannot assure you that we will have adequate sources of funding available to us for such purposes in the future.
Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects the lease and we may be unable to collect
balances due on our leases.
The bankruptcy or insolvency of a tenant could diminish the income we receive from that tenant’s lease. Our tenants may experience
downturns in their operating results due to adverse changes to their business or economic conditions, and those tenants that are
highly leveraged may have a higher possibility of filing for bankruptcy or insolvency. We may not be able to evict a tenant solely
because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its lease with us. If that
happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim subject to statutory
limitations, and therefore such amounts received in bankruptcy are likely to be substantially less than the remaining rent we
otherwise were owed under the lease. In addition, any claim we have for unpaid past rent could be substantially less than the
amount owed. If the lease for such a property is rejected in bankruptcy, our revenue would be reduced and could adversely impact
our ability to pay distributions to stockholders.
Real estate investments are not as liquid as other types of investments.
Real estate investments are not as liquid as other types of investments, and this lack of liquidity may limit our ability to react
promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments,
such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction
in income from the investments. In addition, we intend to comply with the safe harbor rules relating to the number of properties
that can be disposed of in a year, the tax bases and the costs of improvements made to these properties, and other items that enable
a REIT to avoid punitive taxation on the sale of assets. Thus, our ability at any time to sell assets or contribute assets to property
funds or other entities in which we have an ownership interest may be restricted. This lack of liquidity may limit our ability to
vary our portfolio promptly in response to changes in economic or other conditions.
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Acquired properties may be located in new markets where we may face risks associated with investing in an unfamiliar market.
We have acquired, and may continue to acquire, properties in markets that are new to us. When we acquire properties located in
these markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new
business relationships in the area and unfamiliarity with local government and permitting procedures.
Uninsured losses relating to real property may adversely affect your returns.
We attempt to ensure that all of our properties are adequately insured to cover casualty losses. However, there are certain losses,
including losses from floods, earthquakes, acts of war, acts of terrorism or riots, that are not generally insured against or that are
not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the
cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a
casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured
loss, and we could experience a significant loss of capital invested and potential revenue in these properties and could potentially
remain obligated under any recourse debt associated with the property. Moreover, we, as the indirect general partner of our Operating
Partnership, generally will be liable for all of our Operating Partnership’s unsatisfied recourse obligations, including any obligations
incurred by our Operating Partnership as the general partner of joint ventures. In addition, we may have no source of funding to
repair or reconstruct the damaged property, and we cannot assure you that any such sources of funding will be available to us for
such purposes in the future. We evaluate our insurance coverage annually in light of current industry practice through an analysis
prepared by outside consultants.
Environmentally hazardous conditions, including the effect of climate change, may adversely affect our operating results.
Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable
for the cost of remediation or removing hazardous or toxic substances on such property. Such laws often impose liability whether
or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more
than one person may have been responsible for the contamination, each person covered by the environmental laws may be held
responsible for all of the clean up costs incurred. In addition, third parties may sue the owner or operator of a site for damages
based on personal injury, natural resources or property damage or other costs, including investigation and clean up costs, resulting
from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to
properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address
the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral.
Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated.
A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies
or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed
to such costs. The cost of defending against environmental claims, of compliance with environmental regulatory requirements or
of remediation of any contaminated property could materially adversely affect our business, assets or results of operations and,
consequently, amounts available for distribution to our stockholders.
Environmental laws in the United States also require that owners or operators of buildings containing asbestos properly manage
and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special
precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition.
These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may
allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of
our properties contain asbestos containing building materials.
We invest in properties historically used for industrial, light manufacturing and commercial purposes. Some of these properties
contain, or may have contained, underground storage tanks for the storage of petroleum products and other hazardous or toxic
substances. All of these operations create a potential for the release of petroleum products or other hazardous or toxic substances.
Some of our properties are adjacent to or near other properties that have contained or currently contain underground storage tanks
used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties are on or are adjacent
to or near other properties upon which others, including former owners or tenants of our properties, have engaged, or may in the
future engage, in activities that may release petroleum products or other hazardous or toxic substances.
From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we
believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a
superior risk adjusted return. In such an instance, we underwrite the costs of environmental investigation, clean up and monitoring
into the cost. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of,
remediating or monitoring certain environmental conditions on the properties.
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Before acquiring a property, we typically obtain a preliminary assessment of environmental conditions at the property that meets
certain specifications, often referred to as “Phase I environmental site assessment” or “Phase I environmental assessment.” It is
intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding
properties. A Phase I environmental assessment generally includes an historical review, a public records review, an investigation
of the surveyed site and surrounding properties, and preparation and issuance of a written report, but does not include soil sampling
or subsurface investigations and typically does not include an asbestos survey. Material environmental conditions, liabilities or
compliance concerns may arise after the environmental assessment has been completed. Moreover, there can be no assurance that:
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future laws, ordinances or regulations will not impose any material environmental liability; or
the current environmental condition of our properties will not be affected by tenants, by the condition of land or
operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties
unrelated to us.
We are also exposed to potential physical risks from any changes in climate. Our properties may be exposed to rare catastrophic
weather events, such as severe storms or floods. If the frequency of extreme weather events increases due to climate change, our
exposure to these events could increase. We may be harmed with respect to any real estate development or redevelopment by
potential changes to the supply chain or stricter energy efficiency standards for industrial buildings. To the extent climate change
causes shifts in weather patterns, our markets could experience negative consequences, including declining demand for industrial
space and our inability to operate our buildings. Climate change may also have indirect negative effects on our business by
increasing the cost of, or making unavailable, property insurance on terms we find acceptable and increasing the cost of energy,
building materials and snow removal at our properties.
Compliance or failure to comply with the ADA and other similar regulations could result in substantial costs.
Under the ADA, places of public accommodation must meet certain federal requirements related to access and use by disabled
persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private
litigants. If we are required to make unanticipated expenditures to comply with the ADA, including removing access barriers, then
our cash flows and the amounts available for distributions to our stockholders may be adversely affected. While we believe that
our properties are currently in material compliance with these regulatory requirements, the requirements may change or new
requirements may be imposed that could require significant unanticipated expenditures.
Some of our properties are subject to ground leases that expose us to the loss of such property upon breach or termination of
the ground lease and may limit our ability to sell the property.
We own some properties through leasehold interests in the land underlying the building and we may acquire additional buildings
in the future that are subject to similar ground leases. As lessee under a ground lease, we are exposed to the possibility of losing
the property upon expiration, or an earlier breach by us, of the ground lease.
In the future, our ground leases may contain certain provisions that may limit our ability to sell certain of our properties. In addition,
in the future, in order to assign or transfer our rights and obligations under certain of our ground leases, we may be required to
obtain the consent of the landlord which, in turn, could adversely impact the price realized from any such sale.
We also own properties that benefit from payment in lieu of tax (“PILOT”) programs or similar programs and to facilitate such
tax treatment our ownership in this property is structured as a leasehold interest with the relevant municipality serving as lessor.
With respect to such arrangements, we have the right to purchase the fee interest in the property for a nominal purchase price, so
the risk factors set forth above for traditional ground leases are mitigated by our ability to convert such leasehold interests to fee
interests. In the event of such a conversion of our ownership interests, however, any preferential tax treatment offered by the
PILOT programs will be lost.
We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions.
We expect to hold the various real properties in which we invest until such time as we decide that a sale or other disposition is
appropriate given our investment objectives. Our ability to dispose of properties on advantageous terms depends on factors beyond
our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties.
We cannot predict the various market conditions affecting real estate investments which will exist at any particular time in the
future. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure
you that we will be able to sell our properties at a profit in the future. Accordingly, the extent to which you will receive cash
distributions and realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.
Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We
cannot assure you that we will have funds available to correct such defects or to make such improvements.
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If we sell properties and provide financing to purchasers, defaults by the purchasers would adversely affect our cash flows.
If we decide to sell any of our properties, we presently intend to use our best efforts to sell them for cash. However, in some
instances we may sell our properties by providing financing to purchasers. If we provide financing to purchasers, we will bear the
risk that the purchaser may default, which could negatively impact our cash distributions to stockholders and result in litigation
and related expenses. Even in the absence of a purchaser default, the distribution of the proceeds of sales to our stockholders, or
their reinvestment in other assets, will be delayed until the promissory notes or other property we may accept upon a sale are
actually paid, sold, refinanced or otherwise disposed of.
Risks Related to Our Debt Financings
Our operating results and financial condition could be adversely affected if we are unable to make required payments on our
debt.
Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur, and we are subject to risks
normally associated with debt financing, including the risk that our cash flows will be insufficient to meet required payments of
principal and interest. There can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing
would be on terms as favorable as the terms of the maturing indebtedness or that we will be able to otherwise obtain funds by
selling assets or raising equity to make required payments on maturing indebtedness.
In particular, loans obtained to fund property acquisitions may be secured by first mortgages on such properties. If we are unable
to make our debt service payments as required, a lender could foreclose on the property or properties securing its debt. This could
cause us to lose part or all of our investment. Certain of our existing secured indebtedness is, and future secured indebtedness may
be, cross-collateralized and, consequently, a default on this indebtedness could cause us to lose part or all of our investment in
multiple properties.
Increases in interest rates and changes to the LIBOR settling process could increase the amount of our debt payments and
adversely affect our ability to make distributions to our stockholders.
As of December 31, 2018, we had total outstanding debt of approximately $1.3 billion, including $100.5 million of debt subject
to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional indebtedness
in the future. Interest we pay reduces our cash available for distributions. Since we have incurred and may continue to incur variable
rate debt, increases in interest rates raise our interest costs, which reduces our cash flows and our ability to make distributions to
you. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable
cash flows and our financial condition would be adversely affected, and we may lose the property securing such indebtedness. In
addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our
properties at times which may not permit realization of the maximum return on such investments.
Additionally, we pay interest under our unsecured credit facility and other debt instruments based on the London Interbank Offered
Rate (“LIBOR”). In July 2017, the Financial Conduct Authority announced that by the end of 2021, LIBOR would be replaced
with a more reliable alternative, due to LIBOR rate manipulation and the resulting fines assessed on several major financial
institutions over the past several years. It is unclear whether new methods of calculating LIBOR will be established, such that
LIBOR may continue to exist after 2021. At this time, we do not know what changes will be made by the Financial Conduct
Authority, or how the changes to or replacement of LIBOR will affect the interest we pay on our unsecured credit facility and
other debt instruments. Additionally, there is no guarantee that a transition from LIBOR to an alternative rate will not result in
financial market disruptions, significant increases in benchmark interest rates or borrowing costs, any of which may have an
adverse effect on us.
Covenants in our unsecured credit facility, unsecured term loans, unsecured notes, mortgage notes, and any future debt
instruments could limit our flexibility, prevent us from paying distributions, and adversely affect our financial condition or
our status as a REIT.
The terms of certain of our mortgage notes require us to comply with loan-to-collateral-value ratios, debt service coverage ratios
and, in the case of an event of default, limitations on the ability of our subsidiaries that are borrowers under our mortgage notes
to make distributions to us or our other subsidiaries. In addition, our unsecured credit facility, unsecured term loans and unsecured
notes require us to comply with loan-to-collateral-value ratios, debt service coverage ratios, leverage ratios, and fixed charge
coverage ratios. Our existing loan covenants may reduce flexibility in our operations, and breaches of these covenants could result
in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. In
addition, upon a default, our unsecured credit facility, unsecured term loans and unsecured notes, will limit, among other things,
our ability to pay dividends, even if we are otherwise in compliance with our financial covenants. Other indebtedness that we may
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incur in the future may contain financial or other covenants more restrictive than those in our unsecured credit facility, unsecured
term loans, unsecured notes and mortgage notes.
Our unsecured credit facility, unsecured term loans and unsecured notes contain, and future borrowing facilities may contain,
certain cross-default provisions which are triggered in the event that our other material indebtedness is in default. These cross-
default provisions may require us to repay or restructure the facilities in addition to any mortgage or other debt that is in default.
If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations,
we would be adversely affected.
We are a holding company and conduct substantially all of our business through our Operating Partnership. We do not have, apart
from our ownership of our Operating Partnership, any independent operations. As a result, we will rely on distributions from our
Operating Partnership to pay any dividends we might declare on our securities. We will also rely on distributions from our Operating
Partnership to meet our debt service and other obligations, including our obligations to make distributions required to maintain
our REIT status. The ability of subsidiaries of our Operating Partnership to make distributions to our Operating Partnership, and
the ability of our Operating Partnership to make distributions to us in turn, will depend on their operating results and on the terms
of any loans that encumber the properties owned by them. Such loans may contain lock box arrangements, reserve requirements,
financial covenants and other provisions that restrict the distribution of funds. In the event of a default under these loans, the
defaulting subsidiary would be prohibited from distributing cash. For example, our subsidiaries are party to mortgage notes that
prohibit, in the event of default, their distribution of any cash to a related party, including our Operating Partnership. As a result,
a default under any of these loans by the borrower subsidiaries could cause us to have insufficient cash to make the distributions
required to maintain our REIT status.
Financing arrangements involving balloon payment obligations may adversely affect us.
Most of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon
payment at maturity is uncertain and, in the event that we do not have sufficient funds to repay the debt at maturity of these loans,
we will need to refinance this debt. If the credit environment is constrained at the time the balloon payment is due, we may not
be able to refinance the existing financing on acceptable terms and may be forced to choose from a number of unfavorable options.
These options include agreeing to otherwise unfavorable financing terms on one or more of our unencumbered assets, selling one
or more properties on disadvantageous terms or defaulting on the loan and permitting the lender to foreclose. The effect of a
refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition,
payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we
are required to pay to maintain our qualification as a REIT.
If mortgage debt or unsecured debt is unavailable at reasonable rates, we may not be able to finance the purchase of our
properties or refinance our debt.
If mortgage debt or unsecured debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties.
In addition, we run the risk of being unable to refinance mortgage debt or unsecured debt when the loans come due or of being
unable to refinance such debt on favorable terms. If interest rates are higher when we refinance such debt, our net income could
be reduced. We may be unable to refinance such debt at appropriate times, which may require us to sell properties on terms that
are not advantageous to us or could result in the foreclosure of any mortgaged properties. In addition, we locked in our fixed-rate
debt at a point in time when we were able to obtain favorable interest rates, principal amortization and other terms. When we
refinance our debt, prevailing interest rates and other factors may result in paying a greater amount of debt service, which will
adversely affect our cash flow, and, consequently, our cash available for distribution to our stockholders.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall
returns on your investment.
We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy
can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations
under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that
a court could rule that such agreements are not legally enforceable. These instruments may also generate income that may not be
treated as qualifying REIT income for purposes of the 75% or 95% REIT income tests. In addition, the nature and timing of hedging
transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed
transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We
cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility
or that our hedging transactions will not result in losses that may reduce the overall return on your investment.
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Adverse changes in our credit ratings could negatively affect our financing activity.
The credit ratings of our unsecured debt are based on our operating performance, liquidity and leverage ratios, overall financial
position and other factors employed by the credit rating agencies. Our credit ratings can affect the amount of capital we can access,
as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain our current
credit ratings, and in the event our credit ratings are downgraded, we would incur greater borrowing costs and may encounter
difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other
negative consequences under our unsecured credit facility and other debt instruments. Adverse changes in our credit ratings could
harm our business and, in particular, our financing, refinancing and other capital market activities, our ability to manage debt
maturities, our future growth and our acquisition activity.
U.S. Federal Income Tax Risks
Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.
Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership,
distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Code. If we
fail to qualify as a REIT for any taxable year after electing REIT status, we will be subject to federal income tax on our taxable
income at regular corporate rates (21%). In addition, we would generally be disqualified from treatment as a REIT for the four
taxable years following the year in which we failed to qualify as a REIT. Losing our REIT status would reduce our net earnings
available for investment or distribution to stockholders because of the additional tax liability. In addition, dividends to stockholders
would no longer qualify for the dividends paid deduction and we would no longer be required to make distributions. If this occurs,
we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to other tax liabilities that
reduce our cash flow and our ability to make distributions to our stockholders.
Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and
local taxes on our income or property. For example:
• To maintain our qualification as a REIT, we must distribute annually at least 90% of our REIT taxable income to
our stockholders (which is determined without regard to the dividends-paid deduction or net capital gain). To the
extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will
be subject to federal corporate income tax on the undistributed income.
• We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any
calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100%
of our undistributed income from prior years.
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If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the
ordinary course of business or other non qualifying income from foreclosure property, we must pay a tax on that
income at the highest corporate income tax rate.
If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course
of business, our gain would be subject to the 100% “prohibited transaction” tax unless such sale were made by our
taxable REIT subsidiary (“TRS”) or if we qualify for a safe harbor from tax.
• Our TRS will be subject to federal, state and local income tax at regular corporate rates on any income that it earns.
We intend to make distributions to our stockholders to comply with the REIT requirements of the Code.
REIT distribution requirements could adversely affect our ability to execute our business plan.
From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our taxable income
may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these
situations, we could be required to borrow or raise equity on unfavorable terms, sell investments at disadvantageous prices, make
taxable distributions of our stock or debt securities or find another alternative source of funds to distribute enough of our taxable
income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year.
These alternatives could increase our costs or reduce the value of our equity. Thus, compliance with the REIT requirements may
hinder our ability to operate solely on the basis of maximizing profits.
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To maintain our REIT status, we may be forced to forego otherwise attractive opportunities, which may delay or hinder our
ability to meet our investment objectives and reduce our stockholders’ overall return.
To maintain our qualification as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the
sources of our income, nature of our assets and the amounts we distribute to our stockholders. We may be required to make
distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not
have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on
the basis of maximizing profits and the value of our stockholders’ investment.
Re-characterization of sale leaseback transactions may cause us to lose our REIT status.
In certain circumstances, we expect to purchase real properties and lease them back to the sellers of such properties. While we
intend to structure any such sale leaseback transaction such that the lease will be characterized as a “true lease” for tax purposes,
thereby allowing us to be treated as the owner of the property for federal income tax purposes, we cannot assure you that the
Internal Revenue Service (“IRS”) will not challenge such characterization. In the event that any such sale leaseback transaction
is challenged and re-characterized as a financing transaction or loan for federal income tax purposes, deductions for depreciation
and cost recovery relating to such property would be disallowed. If a sale leaseback transaction were so re-characterized, we might
fail to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year
of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to
fail to meet the distribution requirement for a taxable year.
The prohibited transactions tax may limit our ability to engage in transactions, including dispositions of assets that would be
treated as sales for federal income tax purposes.
A REIT's net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other
dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.
We may be subject to the prohibited transaction tax upon a disposition of real property. Although a safe harbor to the characterization
of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the
safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary
course of business. Consequently, we may choose not to engage in certain sales of real property or may conduct such sales through
a TRS.
We may be subject to adverse legislative or regulatory tax changes.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by
the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely
affect our stockholders or us. We cannot predict how changes in the tax laws might affect our stockholders or us. New legislation,
Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to
qualify as a REIT or the federal income tax consequences of such qualification, or may reduce the relative attractiveness of an
investment in a REIT compared to a corporation not qualified as a REIT. The Tax Cuts and Jobs Act (“TCJA”) significantly
changed the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders.
Additional technical corrections or other amendments to the TCJA or administrative guidance interpreting the TCJA may be
forthcoming at any time. We cannot predict the long-term effect of the TCJA or any future changes on REITs and their stockholders.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2018, we owned the properties in the following table.
State
Alabama
Arkansas
Arizona
City
Montgomery
Phenix City
Rogers
Avondale
Number of
Buildings
Asset Type
Total Rentable
Square Feet
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
1
1
1
1
24
332,000
117,568
400,000
186,643
State
California
Colorado
Connecticut
Delaware
Florida
Georgia
Idaho
Illinois
Indiana
City
Tucson
Camarillo
San Diego
Grand Junction
Longmont
Avon
East Windsor
Milford
North Haven
Wallingford
New Castle
Daytona Beach
Jacksonville
Ocala
Orlando
Orlando
Pensacola
Augusta
Calhoun
Dallas
Forest Park
LaGrange
Norcross
Savannah
Shannon
Smyrna
Statham
Stone Mountain
Idaho Falls
Batavia
Belvidere
DeKalb
Gurnee
Harvard
Itasca
Libertyville
Libertyville
Machesney Park
McHenry
Montgomery
Sauk Village
South Holland
Waukegan
West Chicago
West Chicago
Wood Dale
Woodstock
Albion
Elkhart
Fort Wayne
Goshen
Greenwood
Kendallville
Number of
Buildings
1
2
1
1
1
1
2
1
3
1
1
1
4
1
1
1
1
1
1
1
1
2
1
1
1
1
1
1
1
1
10
1
2
1
1
1
1
1
2
1
1
1
1
5
1
1
1
7
2
1
1
1
1
25
Asset Type
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Flex / Office
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Flex / Office
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Total Rentable
Square Feet
129,047
732,606
205,440
82,800
64,750
78,400
271,111
200,000
824,727
105,000
485,987
142,857
1,025,720
619,466
215,900
155,000
30,620
203,726
151,200
92,807
373,900
645,191
152,036
504,200
568,516
102,000
225,680
78,000
90,300
102,500
1,469,222
146,740
562,500
126,304
202,000
251,961
35,141
80,000
169,311
584,301
375,785
202,902
131,252
305,874
249,470
137,607
129,803
261,013
170,100
108,800
366,000
446,500
58,500
State
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
City
Lafayette
Lebanon
Marion
Portage
South Bend
Council Bluffs
Des Moines
Marion
Edwardsville
Lenexa
Olathe
Wichita
Bardstown
Danville
Erlanger
Florence
Hebron
Louisville
Baton Rouge
Shreveport
Belfast
Biddeford
Gardiner
Lewiston
Portland
Hampstead
White Marsh
Chicopee
Malden
Norton
South Easton
Stoughton
Westborough
Belleville
Chesterfield
Grand Rapids
Holland
Kentwood
Lansing
Livonia
Marshall
Novi
Plymouth
Redford
Romulus
Romulus
Sterling Heights
Walker
Warren
Carlos
Bloomington
Brooklyn Park
Number of
Buildings
Asset Type
Total Rentable
Square Feet
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Flex / Office
Warehouse / Distribution
Warehouse / Distribution
Flex / Office
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
3
1
1
1
1
1
1
1
1
2
1
3
1
1
1
1
1
3
1
1
5
2
1
1
1
1
1
1
2
1
1
2
1
1
4
1
1
1
4
2
1
3
1
1
1
1
1
1
2
1
1
1
26
466,400
478,721
249,920
212,000
225,000
90,000
121,922
95,500
270,869
276,219
496,373
248,550
102,318
757,047
108,620
465,136
109,000
722,741
279,236
420,259
306,554
265,126
265,000
60,000
100,600
1,035,249
60,000
217,000
109,943
200,000
86,000
258,213
121,700
160,464
478,803
301,317
195,000
85,157
770,425
285,306
57,025
685,010
125,214
135,728
274,500
303,760
108,000
210,000
422,377
196,270
145,351
200,720
State
Missouri
Nevada
New Hampshire
New Jersey
New York
North Carolina
Ohio
City
Maple Grove
Mendota Heights
New Hope
Oakdale
Plymouth
Rogers
Savage
South Saint Paul
Earth City
Hazlewood
O'Fallon
Las Vegas
Las Vegas
Reno
Sparks
Londonderry
Nashua
Burlington
Franklin Township
Lopatcong
Pedricktown
Buffalo
Cheektowaga
Farmington
Gloversville
Johnstown
Johnstown
Charlotte
Durham
Greensboro
Huntersville
Lexington
Mebane
Mebane
Mooresville
Mountain Home
Newton
Pineville
Rural Hall
Salisbury
Smithfield
Troutman
Winston-Salem
Youngsville
Bedford Heights
Boardman
Columbus
Dayton
Fairborn
Fairfield
Gahanna
Groveport
Grove City
Hilliard
Macedonia
Number of
Buildings
Asset Type
Total Rentable
Square Feet
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
1
1
1
1
1
1
1
1
1
1
2
1
1
1
1
1
1
2
2
1
1
1
1
3
3
1
1
4
1
1
1
1
2
1
2
1
1
1
1
1
1
1
1
1
1
1
2
2
1
2
1
1
1
1
1
27
108,628
87,183
107,348
109,444
120,606
386,724
244,050
422,727
116,783
305,550
186,854
122,472
34,916
87,264
161,986
125,060
337,391
1,552,121
306,962
237,500
245,749
117,000
121,760
301,246
172,465
57,102
42,325
462,451
80,600
128,287
185,570
201,800
606,840
202,691
799,200
146,014
217,200
75,400
250,000
288,000
307,845
301,000
385,000
365,000
173,034
175,900
333,645
775,727
258,680
364,948
383,000
320,657
175,512
237,500
201,519
State
Oklahoma
Oregon
Pennsylvania
South Carolina
South Dakota
Tennessee
City
Mason
North Jackson
North Jackson
Oakwood Village
Salem
Seville
Streetsboro
Strongsville
Toledo
Twinsburg
West Chester
Oklahoma City
Tulsa
Salem
Allentown
Charleroi
Clinton
Croydon
Elizabethtown
Lancaster
Langhorne
Langhorne
Lebanon
Mechanicsburg
Muhlenberg Townsh
New Kensington
O'Hara Township
Pittston
Reading
Warrendale
Williamsport
York
Columbia
Duncan
Edgefield
Fountain Inn
Fountain Inn
Gaffney
Graniteville
Greenville
Greenwood
Greer
Laurens
Piedmont
Rock Hill
Simpsonville
Spartanburg
Ware Shoals
West Columbia
Rapid City
Chattanooga
Cleveland
Clinton
Jackson
Knoxville
Knoxville
Number of
Buildings
Asset Type
Total Rentable
Square Feet
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Flex / Office
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
1
1
1
1
1
2
1
1
1
1
1
2
1
2
1
1
3
1
1
1
2
1
1
4
1
1
1
1
1
1
1
2
1
2
1
1
2
1
1
1
2
6
1
4
2
3
6
1
4
1
3
1
1
1
1
1
28
116,200
209,835
307,315
75,000
271,000
345,000
343,416
161,984
177,500
150,974
269,868
303,740
175,000
155,900
289,900
119,161
737,768
101,869
206,236
240,529
287,647
102,000
211,358
1,077,054
394,289
200,500
887,084
437,446
248,000
179,394
250,000
661,468
185,600
787,380
126,190
203,000
442,472
226,968
450,000
157,500
175,055
645,417
125,000
610,891
590,520
1,138,494
1,209,963
20,514
769,532
132,365
646,200
151,704
166,000
216,902
106,000
108,400
State
Texas
Virginia
Wisconsin
City
Loudon
Madison
Mascot
Mascot
Murfreesboro
Nashville
Portland
Vonore
Arlington
Cedar Hill
Conroe
El Paso
Garland
Houston
Houston
Laredo
Mission
Rockwall
Stafford
Waco
Chester
Independence
Harrisonburg
Caledonia
Chippewa Falls
DeForest
De Pere
East Troy
Germantown
Hartland
Janesville
Kenosha
Madison
Mayville
New Berlin
Oak Creek
Pewaukee
Pleasant Prairie
Pleasant Prairie
Sun Prairie
West Allis
Yorkville
Number of
Buildings
Asset Type
Total Rentable
Square Feet
1
1
1
1
1
1
1
1
2
1
1
8
1
2
7
1
1
1
1
1
1
1
1
1
2
1
1
1
4
1
1
1
2
1
1
2
2
1
1
1
4
1
390
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Light Manufacturing
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
Warehouse / Distribution
104,000
418,406
130,560
130,560
102,505
150,000
414,043
342,700
290,132
420,000
252,662
1,887,074
253,900
408,599
827,859
206,810
270,084
389,546
68,300
66,400
100,000
120,000
357,673
53,680
97,400
254,431
200,000
149,624
520,163
121,050
700,000
175,052
283,000
339,179
205,063
232,144
288,201
105,637
195,415
427,000
241,977
98,151
76,796,145
As of December 31, 2018, 25 of our 390 buildings were encumbered by mortgage indebtedness totaling approximately $57.0
million (excluding unamortized deferred financing fees, debt issuance costs, and fair market value premiums). See Note 4 in the
accompanying Notes to the Consolidated Financial Statements and the accompanying Schedule III for additional information.
29
Geographic Diversification
The following table sets forth information about the ten largest markets in our portfolio based on total annualized base rental
revenue as of December 31, 2018.
Top Ten Markets (1)
Philadelphia, PA
Chicago, IL
Greenville/Spartanburg, SC
Milwaukee/Madison, WI
Detroit, MI
Pittsburgh, PA
Charlotte, NC
Minneapolis/St Paul, MN
Houston, TX
Cincinnati/Dayton, OH
Total
(1) As defined by CoStar Realty Information, Inc.
Industry Diversification
% of Total
Annualized Base
Rental Revenue
9.4 %
8.4 %
5.9 %
4.4 %
4.3 %
3.4 %
3.3 %
3.2 %
3.1 %
2.8 %
48.2%
The following table sets forth information about the ten largest tenant industries in our portfolio based on total annualized base
rental revenue as of December 31, 2018.
Top Ten Tenant Industries (1)
Capital Goods
Automobiles & Components
Materials
Transportation
Consumer Durables & Apparel
Commercial & Prof Services
Food, Beverage & Tobacco
Retailing
Household & Personal Products
Food & Staples Retailing
Total
% of Total
Annualized Base
Rental Revenue
15.0 %
12.5 %
11.1 %
9.8 %
8.7 %
7.9 %
7.4 %
4.7 %
4.4 %
4.2 %
85.7%
(1) Industry classification based on Global Industry Classification Standard methodology.
Tenant Diversification
The following table sets forth information about the ten largest tenants in our portfolio based on total annualized base rental
revenue as of December 31, 2018.
Top Ten Tenants (1)
General Service Administration
XPO Logistics
Deckers Outdoor
Yanfeng US Automotive Interior
Solo Cup
TriMas Corporation
DHL
WestRock Company
Generation Brands
Carolina Beverage Group
Total
(1) Includes tenants, guarantors, and/or non-guarantor parents.
30
Number of
Leases
% of Total
Annualized Base
Rental Revenue
1
4
2
3
1
4
4
6
1
2
28
2.3 %
1.8 %
1.4 %
1.2 %
1.2 %
1.2 %
1.0 %
0.9 %
0.9 %
0.9 %
12.8%
Scheduled Lease Expirations
As of December 31, 2018, our weighted average lease term was approximately 4.9 years. 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. The following table sets forth a summary of lease expirations for leases in place as of
December 31, 2018, plus available space, for each of the ten calendar years beginning with 2019 and thereafter in our portfolio.
Lease Expiration Year
Available
Month-to-month leases
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Thereafter
Total/weighted average
Item 3. Legal Proceedings
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
—
5
46
52
70
56
51
36
24
24
12
23
30
429
3,456,600
129,500
6,924,804
9,994,198
10,931,569
7,015,995
9,118,286
6,456,861
4,031,385
4,491,582
1,916,418
4,589,199
7,739,748
76,796,145
— $
0.2 %
9.4 %
13.6 %
14.9 %
9.6 %
12.4 %
8.8 %
5.5 %
6.1 %
2.6 %
6.3 %
10.6 %
100.0% $
—
642
30,021
42,748
47,431
29,774
34,695
26,780
17,650
18,976
9,105
19,085
32,911
309,818
—
0.2 %
9.7 %
13.8 %
15.3 %
9.6 %
11.2 %
8.6 %
5.7 %
6.1 %
3.0 %
6.2 %
10.6 %
100.0%
From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our
business. We are not currently a party, as plaintiff or defendant, to any legal proceedings that, individually or in the aggregate,
would be expected to have a material effect on our business, financial condition or results of operations if determined adversely
to our company.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Information about our equity compensation plans and other related stockholder matters is incorporated by reference to our definitive
Proxy Statement for our 2019 Annual Meeting of Stockholders.
PART II.
Market Information
Our common stock is listed on the NYSE and is traded under the symbol “STAG.”
Holders of Our Common Stock
As of February 11, 2019, we had 65 stockholders of record. This figure does not reflect the beneficial ownership of shares held
in the nominee name.
Dividends
To maintain our qualification as a REIT, we must make annual distributions to our stockholders of at least 90% of our taxable net
income (not including net capital gains). Dividends are declared at the discretion of our board of directors and depend on actual
and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the
REIT provisions of the Code and other factors our board of directors may consider relevant.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
31
Performance Graph
The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return
on the Standard & Poor’s 500 Index and the MSCI US REIT Index. The MSCI US REIT Index represents performance of publicly-
traded REITs. Returns over the indicated period are based on historical data and should not be considered indicative of future
returns. The graph covers the period from December 31, 2013 to December 31, 2018 and assumes that $100 was invested in our
common stock and in each index on December 31, 2013 and that all dividends were reinvested.
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or incorporated
by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such
filing.
32
Item 6. Selected Financial Data
The following sets forth selected financial and operating data for our company on a historical consolidated basis. The following
data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K. Our
selected historical Consolidated Balance Sheet information as of December 31, 2018, 2017, 2016, 2015 and 2014, and our selected
historical Consolidated Statement of Operations data for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, have
been derived from the audited financial statements of STAG Industrial, Inc. Certain prior year amounts have been reclassified to
conform to the current year presentation.
Statements of Operations Data:
Revenue
Total revenue
Expenses
Property
General and administrative
Property acquisition costs
Depreciation and amortization
Loss on impairments
Gain on involuntary conversion
Other expenses
Total expenses
Other income (expense)
Interest and other income
Interest expense
Loss on extinguishment of debt
Gain on the sales of rental property, net
Total other income (expense)
Net income (loss)
Less: income (loss) attributable to noncontrolling interest after
preferred stock dividends
Less: preferred stock dividends
Less: redemption of preferred stock
Less: amount allocated to participating securities
Net income (loss) attributable to common stockholders
Net income (loss) per share attributable to common
stockholders — basic
Net income (loss) per share attributable to common
stockholders — diluted
Balance Sheets Data (December 31):
Rental property, before accumulated depreciation and
amortization
Rental property, after accumulated depreciation and amortization
Total assets
Total debt
Total liabilities
Total equity
Other Data:
Dividends declared per common share
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
2018
Year Ended December 31,
2016
2015
2017
2014
$
350,993
$
301,087
$
250,243
$
218,633
$
173,816
69,021
34,052
—
167,617
6,182
—
1,277
278,149
20
(48,817)
(13)
72,211
23,401
96,245
3,319
7,604
2,661
276
82,385
0.80
0.79
3,555,133
2,991,701
3,102,532
1,325,908
1,432,900
1,669,632
1.419996
197,769
507,201
303,845
$
$
$
$
$
$
$
$
$
$
$
$
$
$
57,701
33,349
5,386
150,881
1,879
(325)
1,786
250,657
12
(42,469)
(15)
24,242
(18,230)
32,200
941
9,794
—
334
21,131
0.24
0.23
3,097,276
2,567,577
2,680,667
1,173,781
1,270,360
1,410,307
1.405002
162,098
571,635
415,861
$
$
$
$
$
$
$
$
$
$
$
$
$
$
48,904
33,395
4,567
125,444
16,845
—
1,149
230,304
10
(42,923)
(3,261)
61,823
15,649
35,588
1,069
13,897
—
384
20,238
0.29
0.29
2,541,705
2,116,836
2,186,156
1,036,139
1,119,230
1,066,926
1.389996
135,788
346,259
211,870
$
$
$
$
$
$
$
$
$
$
$
$
$
$
42,627
28,750
4,757
110,421
29,272
—
1,048
216,875
9
(36,098)
—
4,986
(31,103)
(29,345) $
(1,962)
10,848
—
385
(38,616) $
33,388
26,396
4,390
87,703
2,840
—
803
155,520
15
(25,109)
(686)
2,799
(22,981)
(4,685)
(992)
10,848
—
345
(14,886)
(0.58) $
(0.28)
(0.58) $
(0.28)
2,188,642
1,839,967
1,901,782
980,248
1,043,925
857,857
1.365
121,747
370,589
238,464
$
$
$
$
$
$
$
$
$
$
1,809,895
1,558,434
1,623,802
680,478
731,924
891,878
1.29
96,803
421,740
342,225
$
$
$
$
$
$
$
$
$
$
$
$
$
$
33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this report. For the definitions of certain terms used in the following
discussion, refer to Item 1, "Business - Certain Definitions" included elsewhere in this Annual Report on Form 10-K.
Overview
We are a REIT focused on the acquisition, ownership, and operation of single-tenant, industrial properties throughout the United
States. We seek to (i) identify properties that offer relative value across all locations, industrial property types, and tenants through
the principled application of our proprietary risk assessment model, (ii) operate our properties in an efficient, cost-effective manner,
and (iii) capitalize our business appropriately given the characteristics of our assets. We are a Maryland corporation and our
common stock is publicly traded on the NYSE under the symbol “STAG.”
We are organized and conduct our operations to qualify as a REIT under Sections 856 through 860 of the Code, and generally are
not subject to federal income tax to the extent we currently distribute our income to our stockholders and maintain our qualification
as a REIT. We remain subject to state and local taxes on our income and property and to U.S. federal income and excise taxes on
our undistributed income.
Our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual annual operating
results, qualification tests in the federal income tax laws. Those tests involve the percentage of income that we earn from specified
sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership and the
percentage of our earnings that we distribute.
As of December 31, 2018, we owned 390 buildings in 37 states with approximately 76.8 million rentable square feet, consisting
of 320 warehouse/distribution buildings, 58 light manufacturing buildings, nine flex/office buildings, and three Value Add Portfolio
buildings. We own both single- and multi-tenant properties, although we focus on the former.
As of December 31, 2018, our buildings were approximately 95.5% leased to 349 tenants, with no single tenant accounting for
more than approximately 2.3% of our total annualized base rental revenue and no single industry accounting for more than
approximately 15.0% of our total annualized base rental revenue.
We own the interests in all of our properties and conduct substantially all of our business through our Operating Partnership. We
are the sole member of the sole general partner of the Operating Partnership. As of December 31, 2018, we owned approximately
96.5% of the common equity of our Operating Partnership, and our current and former executive officers, directors, senior
employees and their affiliates, and third parties who contributed properties to us in exchange for common equity in our Operating
Partnership, owned the remaining 3.5%.
Factors That May Influence Future Results of Operations
Our ability to increase revenues or cash flow will depend in part on our (i) external growth, specifically acquisition activity, and
(ii) internal growth, specifically occupancy and rental rates on our portfolio. A variety of other factors, including those noted
below, also affect our future results of operations.
Outlook
The outlook for our business remains positive, albeit on a moderated basis in light of more than nine years of economic growth,
some uncertainty regarding the current U.S. presidential administration and its policy initiatives, and continued asset appreciation.
In December 2018, the federal funds target rate was raised 25 basis points to a target range of 2.25% to 2.50%. We believe that
this announcement, combined with the unwinding of the Central Bank's balance sheet by selling Treasury securities, signal the
Central Bank's confidence in the economy. If interest rates rise further as a result of Federal Reserve policy action (short-term
interest rates) or changes in market expectations and capital flows (long-term interest rates), we believe strengthening economic
conditions are likely to accompany these changes. This strengthening of economic conditions combined with the currently favorable
industrial supply-demand environment should translate to a net positive result for our business. Specifically, our existing portfolio
should benefit from rising rental rates and our acquisition activity should benefit from higher yields. Furthermore, we believe
certain characteristics of our business should position us well in a rising interest rate environment, including the fact that we have
minimal floating rate debt exposure (taking into account our hedging activities) and that many of our competitors for the assets
we purchase tend to be smaller local and regional investors may to be more affected by interest rate increases.
34
Several industrial specific trends contribute to the expected strong demand, including:
•
•
•
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.
Our portfolio continues to benefit from historically low availability throughout the national industrial market. As of year-end 2018,
demand for space has continued to outpace new supply supporting an accommodative environment for owners. Development
activity has steadily increased over the past several years and is now reaching material levels in a growing number of primary
industrial markets. Though availability remains historically low, this is a trend we will monitor closely in the coming year. At this
point the supply remains fairly concentrated in the larger primary markets. We have limited exposure to many of these markets.
On the demand side, we note that the quality and availability of labor remains a key focus of tenants making occupancy decisions.
We will continue to monitor the supply and demand fundamentals for industrial real estate and assess its impact on our business.
Conditions in Our Markets
The buildings in our portfolio are located in markets throughout the United States. Positive or negative changes in economic or
other conditions, new supply, adverse weather conditions and natural disasters and other factors in these markets may affect our
overall performance.
Rental Income
We receive income primarily in the form of rental income from the tenants who occupy our buildings. The amount of rental income
generated by the buildings in our portfolio depends principally on occupancy and rental rates.
The following table provides a summary of our Operating Portfolio leases executed during the years ended December 31, 2018
and 2017. Certain leases contain rental concessions; any such rental concessions are accounted for on a straight-line basis over
the term of the lease.
Operating Portfolio
Year ended December 31, 2018
New Leases(4)
Renewal Leases(5)
Total/weighted average
Year ended December 31, 2017
New Leases(4)
Renewal Leases(5)
Total/weighted average
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)
$
$
$
$
$
$
3.63
4.07
3.96
4.04
3.89
3.92
$
$
$
$
$
$
3.77
4.22
4.10
4.29
4.04
4.10
$
$
$
$
$
$
2.12
0.81
1.15
1.46
0.66
0.84
10.3 %
7.3 %
7.9%
4.5 %
2.5 %
2.9%
17.8 %
14.5 %
15.2%
10.6 %
10.9 %
10.8%
6.3
4.8
5.2
4.5
5.3
5.2
$
$
$
$
$
$
0.71
0.11
0.26
0.23
0.29
0.28
Square
Feet
2,513,085
7,129,299
9,642,384
2,554,246
8,644,161
11,198,407
(1) We define Total Costs as the costs for improvements of vacant and renewal spaces, as well as the legal fees and commissions for leasing transactions. Total
Costs per square foot represent the total costs expected to be incurred on the leases signed 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.
(4) 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.
(5) 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.
35
Property Operating Expenses
Our property operating expenses generally consist of utilities, real estate taxes, management fees, insurance, and site repair and
maintenance costs. For the majority of our tenants, our property operating expenses are controlled, in part, by the triple net
provisions in tenant leases. In our triple net leases, the tenant is responsible for all aspects of and costs related to the building and
its operation during the lease term, including utilities, taxes, insurance, and maintenance costs. However, we also have modified
gross leases and gross leases in our building portfolio. The terms of those leases vary and on some occasions we may absorb certain
building related expenses of our tenants. In our modified gross leases, we are responsible for some building related expenses
during the lease term, but the cost of most of the expenses is passed through to the tenant for reimbursement to us. In our gross
leases, we are responsible for all costs related to the building and its operation during the lease term. Our overall performance will
be affected by the extent to which we are able to pass-through property operating expenses to our tenants.
Scheduled Lease Expirations
Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and
competitive conditions in our markets and by the desirability of our individual buildings. Leases that comprise approximately
9.7% of our total annualized base rental revenue will expire during the period from January 1, 2019 to December 31, 2019,
excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will
renew and others will vacate and the associated space will be re-let subject to downtime assumptions. Using the aforementioned
assumptions, we expect that the rental rates on the respective new leases will generally be higher than the rates under existing
leases expiring during the period January 1, 2019 to December 31, 2019, thereby resulting in slightly higher revenue from the
same space.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of
accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various
other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to
various transactions had been different, it is possible that different accounting policies would have been applied resulting in a
different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event
estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more
current information. Below is a discussion of accounting policies that we consider critical in that they may require complex
judgment in their application or require estimates about matters that are inherently uncertain.
See Note 2 in the accompanying Notes to the Consolidated Financial Statements for a discussion of new accounting
pronouncements.
Rental Property and Deferred Leasing Intangibles
Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are
expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.
We capitalize costs directly related to the development, pre-development, redevelopment or improvement of rental property. Real
estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction
periods are capitalized as incurred and depreciated commencing with the date the property is substantially completed. Such costs
begin to be capitalized to the development projects from the point we are undergoing the necessary activities to get the development
project ready for its intended use and cease when the development projects are substantially completed and held available for
occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment
commences until the asset is ready for its intended use, at the weighted average borrowing rate of our unsecured indebtedness
during the period.
For properties classified as held for sale, we cease depreciating and amortizing the rental property and value the rental property
at the lower of depreciated and amortized cost or fair value, less costs to dispose. We present those properties classified as held
for sale with any qualifying assets and liabilities associated with those properties as held for sale in the accompanying Consolidated
Balance Sheets.
36
We allocate the purchase price of business combinations or asset acquisitions of properties based upon the fair value of the assets
and liabilities acquired, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred
leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships. The fair value
of the tangible assets of an acquired property considers the value of the property as if it were vacant. The portion of the purchase
price that is allocated to above and below market leases is valued based on the present value of the difference between prevailing
market rates and the in-place rates measured over a period equal to the remaining term of the lease term plus the term of any
bargain renewal options. The purchase price is further allocated to in-place lease values and tenant relationships based on our
evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective tenant.
The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place
lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the respective
lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for
bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently terminates its
lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-place lease value
and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease term.
The purchase price allocated to deferred leasing intangible assets are included in rental property on our Consolidated Balance
Sheets and the purchase price allocated to deferred leasing intangible liabilities are included in deferred leasing intangibles on our
Consolidated Balance Sheets under the liabilities section.
In determining the fair value of the debt assumed, we discount the spread between the future contractual interest payments and
hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market value debt
adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective interest
method.
Using information available at the time of acquisition, we allocate the total consideration to tangible assets and liabilities and
identified intangible assets and liabilities, as discussed above. We may adjust the preliminary purchase price allocations after
obtaining more information about asset valuations and liabilities assumed.
We evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities held
for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not
be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from
the asset and the ultimate sale of the asset. If such cash flows are less than the asset’s carrying value, an impairment charge is
recognized to the extent by which the asset’s carrying value exceeds the estimated fair value. Estimating future cash flows is highly
subjective and is based in part on assumptions regarding anticipated hold period, future occupancy, rental rates, capital requirements,
and exit capitalization rates that could differ from actual results. The discount rate used to present value the cash flows for
determining fair value is also subjective.
Depreciation expense is computed using the straight-line method based on the following estimated useful lives.
Description
Building
Building and land improvements
Tenant improvements
Goodwill
Estimated Useful Life
40 Years
Up to 20 years
Shorter of useful life or terms of related lease
The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible
assets) and liabilities assumed is recorded as goodwill. Our goodwill of approximately $4.9 million represents amounts allocated
to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on
the accompanying Consolidated Balance Sheets. Goodwill has an indeterminate life and is not amortized, but is tested for
impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate that the asset
might be impaired. We take a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively
determining the fair value of the reporting unit in step one of the impairment test. We have not recorded any impairments to
goodwill through December 31, 2018.
37
Use of Derivative Financial Instruments
We record all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair
value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging
relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge
accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or
firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated
and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions,
are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition
on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may
enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not
apply or we elect not to apply hedge accounting.
In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our
derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio. Credit
risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in the interest
rate swaps by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally
limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.
Fair Value of Financial Instruments
Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps, accounts
payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. See Note 4 in
the accompanying Notes to Consolidated Financial Statements for the fair value of our indebtedness. See Note 5 in the
accompanying Notes to Consolidated Financial Statements for the fair value of our interest rate swaps.
We adopted fair value measurement provisions for our financial instruments recorded at fair value. The guidance establishes a
three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as
observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own assumptions.
Incentive and Equity-Based Employee Compensation Plans
We grant equity-based compensation awards to our employees and directors in the form of restricted shares of common stock,
LTIP units, outperformance programs, and performance units. See Notes 6, 7 and 8 in the accompanying Notes to Consolidated
Financial Statements for further discussion of restricted shares of common stock, LTIP units, and the outperformance programs
and performance units, respectively. We measure equity-based compensation expense based on the fair value of the awards on the
grant date and recognize the expense ratably over the vesting period, and forfeitures are recognized in the period in which they
occur.
Revenue Recognition
All current leases are classified as operating leases and rental revenue is recognized on a straight-line basis over the term of the
lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably
assured. Differences between rental revenue earned and amounts due under the lease are charged or credited, as applicable, to
accrued rental revenue. Additional rents from expense reimbursements for insurance, real estate taxes and certain other expenses
are recognized in the period in which the related expenses are incurred.
Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and
the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is
substantially complete and ready for its intended use, we determine whether we or the tenant own the tenant improvements. When
it is determined that we are the owner of the tenant improvements, rental income recognition begins when the tenant takes possession
of or controls the physical use of the finished space, which is generally when our owned tenant improvements are completed. In
instances when it is determined that the tenant is the owner of tenant improvements, rental income recognition begins when the
tenant takes possession of or controls the physical use of the leased space.
38
When we are the owner of tenant improvements or other capital items, the cost to construct the tenant improvements or other
capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant improvements
or other capital items, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized
on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related lease.
Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination
to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.
By the terms of their leases, certain tenants are obligated to pay directly the costs of their properties’ insurance, real estate taxes
and certain other expenses and these costs are not reflected in our Consolidated Financial Statements. To the extent any tenant
responsible for these costs under its respective lease defaults on its lease or it is deemed probable that the tenant will fail to pay
for such costs, we would record a liability for such obligation. We do not recognize recovery revenue related to leases where the
tenant will pay expenses directly for real estate taxes, insurance, ground lease payments, and certain other expenses.
Results of Operations
The following discussion of our results of our same store (as defined below) net operating income (“NOI”) should be read in
conjunction with our Consolidated Financial Statements. For a detailed discussion of NOI, including the reasons management
believes NOI is useful to investors, see “Non-GAAP Financial Measures” below. Same store results are considered to be useful
to investors in evaluating our performance because they provide information relating to changes in building-level operating
performance without taking into account the effects of acquisitions or dispositions. We encourage the reader to not only look at
our same store results, but also our total portfolio results, due to historic and future growth.
Comparison of the year ended December 31, 2018 to the year ended December 31, 2017
We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods
presented. Same store properties exclude Operating Portfolio properties with expansions placed into service or transferred from
the Value Add Portfolio to the Operating Portfolio after December 31, 2016. On December 31, 2018, we owned 270 industrial
buildings consisting of approximately 53.0 million square feet, which represents approximately 69.1% of our total portfolio, that
are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.2% to 95.4% as
of December 31, 2018 compared to 96.6% as of December 31, 2017.
The following table summarizes selected operating information for our same store portfolio and our total portfolio for the years
ended December 31, 2018 and 2017 (dollars in thousands). This table includes a reconciliation from our same store portfolio to
our total portfolio by also providing information for the years ended December 31, 2018 and 2017 with respect to the buildings
acquired and disposed of and Operating Portfolio buildings with expansions placed into service or transferred from the Value Add
Portfolio to the Operating Portfolio after December 31, 2016 and our flex/office buildings and Value Add Portfolio.
39
%
6
.
5
1
%
1
.
0
2
%
6
.
6
1
%
9
.
7
1
4
%
6
.
9
1
%
9
.
5
1
%
1
.
1
1
%
0
.
9
2
2
%
)
0
.
0
0
1
(
%
)
5
.
8
2
(
%
4
.
8
%
0
.
1
1
%
7
.
6
6
%
9
.
4
1
%
)
3
.
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(
%
9
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.
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)
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(
)
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40
Net Income
Net income for our total portfolio increased by $64.0 million or 198.9% to $96.2 million for the year ended December 31, 2018
compared to $32.2 million for the year ended December 31, 2017.
Same Store Total Operating Revenue
Same store total operating revenue consists primarily of (i) rental income consisting of base rent, straight-line rent and above and
below market lease amortization from our properties, and (ii) tenant recoveries.
For a detailed reconciliation of our same store total operating revenue to net income, see the table above.
Same store rental income increased by $3.7 million or 1.8% to $207.5 million for the year ended December 31, 2018 compared
to $203.7 million for the year ended December 31, 2017. Approximately $7.3 million of the increase was attributable to rental
increases due to new leases and renewals of existing tenants. Same store rental income also increased by approximately $0.7
million due to a net decrease in the amortization of net above market leases. These increases were partially offset by an approximately
$4.3 million decrease due to a reduction of base rent due to tenants downsizing their spaces and vacancies.
Same store tenant recoveries increased by $0.6 million or 1.8% to $35.9 million for the year ended December 31, 2018 compared
to $35.2 million for the year ended December 31, 2017. Approximately $1.7 million of the increase was primarily due to increases
in occupancy and real estate taxes levied by the taxing authority, as well as changes to lease terms where we began paying the real
estate taxes and operating expenses on behalf of tenants that had previously paid its taxes and operating expenses directly to
respective vendors. This increase was partially offset by a decrease of approximately $0.5 million related to vacancy of previously
occupied buildings and decreases in real estate taxes levied by the taxing authority. The increase was also partially offset by one
of our properties where it was determined, during the year ended December 31, 2017, that the tenant will not be able to meet its
requirements set forth by the taxing authority to be entitled to an abatement of real estate taxes. The abatement was applicable to
prior periods, and therefore the expense and related tenant recovery income recorded for the year ended December 31, 2017
includes 36 months of real estate taxes, which attributed to approximately $0.6 million of the decrease in same store tenant
recoveries as it did not recur for the year ended December 31, 2018.
Same Store Operating Expenses
Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.
For a detailed reconciliation of our same store portfolio operating expenses to net income, see the table above.
Total same store expenses increased by $2.7 million or 6.4% to $45.6 million for the year ended December 31, 2018 compared to
$42.9 million for the year ended December 31, 2017. This increase was primarily related to increases in general repairs and
maintenance expense of approximately $0.4 million, real estate taxes levied by the related taxing authority of approximately $0.8
million, snow removal and utilities expenses of approximately $0.9 million, insurance expense of approximately $0.4 million, and
bad debt expense of approximately $0.8 million. These increases were partially offset by a decrease in real estate taxes attributable
to one of our properties where it was determined, during the year ended December 31, 2017, that the tenant will not be able to
meet its requirements set forth by the taxing authority to be entitled to an abatement of real estate taxes. The abatement was
applicable to prior periods, and therefore the expense and related tenant recovery income recorded for the year ended December
31, 2017 includes 36 months of real estate taxes, which attributed to approximately $0.6 million of the decrease in same store
operating expenses as it did not recur for the year ended December 31, 2018.
Acquisitions and Dispositions Net Operating Income
For a detailed reconciliation of our acquisitions and dispositions NOI to net income, see the table above.
Subsequent to December 31, 2016, we acquired 100 buildings consisting of approximately 20.0 million square feet (excluding
six buildings that were included in the Value Add Portfolio at December 31, 2018 or transferred from the Value Add Portfolio to
the Operating Portfolio after December 31, 2016), and sold 30 buildings consisting of approximately 5.8 million square feet. For
the years ended December 31, 2018 and 2017, the buildings acquired after December 31, 2016 contributed approximately $61.3
million and $22.1 million to NOI, respectively. For the years ended December 31, 2018 and 2017, the buildings sold after
December 31, 2016 contributed approximately $8.6 million and $17.5 million to NOI, respectively. Refer to Note 3 in the
accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.
41
Other Net Operating Income
Our other assets include our flex/office buildings, Value Add Portfolio, and Operating Portfolio buildings with expansions placed
in service or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2016. Other NOI also includes
termination income from buildings from our same store portfolio.
For a detailed reconciliation of our other NOI to net income, see the table above.
At December 31, 2018 we owned nine flex/office buildings consisting of approximately 0.6 million square feet, three buildings
in our Value Add Portfolio consisting of approximately 0.6 million square feet, and nine buildings consisting of approximately
2.7 million square feet that were Operating Portfolio buildings with expansions placed in service or transferred from the Value
Add Portfolio to the Operating Portfolio after December 31, 2016. These buildings contributed approximately $13.0 million and
$7.6 million to NOI for the years ended December 31, 2018 and 2017, respectively. Additionally, there was $0.5 million and $0.1
million of termination fee income from certain buildings in our same store portfolio for the years ended December 31, 2018 and
December 31, 2017, respectively.
Total Other Expenses
Total other expenses consist of general and administrative expenses, property acquisition costs, depreciation and amortization,
loss on impairments, gain on involuntary conversion, and other expenses.
Total other expenses increased $16.2 million or 8.4% for the year ended December 31, 2018 to $209.1 million compared to $193.0
million for the year ended December 31, 2017. This is primarily a result of an increase in depreciation and amortization of
approximately $16.7 million as a result of acquisitions that increased the depreciable asset base. The increase was also attributable
to four buildings that were impaired in the amount of approximately $6.2 million during the year ended December 31, 2018,
whereas there was only one building impaired in the amount of approximately $1.9 million during the year ended December 31,
2017. These increases were partially offset by a decrease in property acquisition costs of approximately $5.4 million due to the
adoption of Accounting Standards Update 2017-01, as discussed in Note 2 of the accompanying Notes to Consolidated Financial
Statements.
Total Other Income (Expense)
Total other income (expense) consists of interest and other income, interest expense, loss on extinguishment of debt, and gain on
the sales of rental property, net. Interest expense includes interest incurred during the period as well as adjustments related to
amortization of financing fees and debt issuance costs, and amortization of fair market value adjustments associated with the
assumption of debt.
Total net other income increased $41.6 million or 228.4% to a net other income position of $23.4 million for the year ended
December 31, 2018 compared to a net other expense position of $18.2 million for the year ended December 31, 2017. This increase
was primarily the result of an increase in the gain on the sales of rental property of approximately $48.0 million. This was partially
offset by an increase in interest expense of approximately $6.3 million which was primarily attributable to a higher unsecured
credit facility balance during the year ended December 31, 2018 compared to the year ended December 31, 2017, and the issuance
of new unsecured term loans and unsecured notes as discussed in Note 4 of the accompanying Notes to Consolidated Financial
Statements. The increase in interest expense was slightly offset by the repayment of several mortgage notes during the year ended
December 31, 2017.
42
Comparison of year ended December 31, 2017 to the year ended December 31, 2016
We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods
presented. Same store properties exclude Operating Portfolio properties with expansions placed into service or transferred from
the Value Add Portfolio to the Operating Portfolio after December 31, 2015. On December 31, 2017 we owned 238 industrial
buildings consisting of approximately 46.9 million square feet, which represented approximately 66.8% of our total portfolio, that
are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.4% to 95.6% as
of December 31, 2017 compared to 96.0% as of December 31, 2016.
The following table summarizes selected operating information for our same store portfolio and our total portfolio for the years
ended December 31, 2017 and 2016 (dollars in thousands). This table includes a reconciliation from our same store portfolio to
our total portfolio by also providing information for the years ended December 31, 2017 and 2016 with respect to the buildings
acquired and disposed of and Operating Portfolio buildings with expansions placed into service or transferred from the Value Add
Portfolio to the Operating Portfolio after December 31, 2015 and our flex/office buildings and Value Add Portfolio.
43
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44
Net Income
Net income for our total portfolio decreased by $3.4 million or 9.5% to $32.2 million for the year ended December 31, 2017
compared to $35.6 million for the year ended December 31, 2016.
Same Store Total Operating Revenue
Same store total operating revenue consists primarily of (i) rental income consisting of base rent, straight-line rent and above and
below market lease amortization from our properties, and (ii) tenant reimbursements for insurance, real estate taxes and certain
other expenses (“tenant recoveries”).
For a detailed reconciliation of our same store total operating revenue to net income, see the table above.
Same store rental income increased by $0.6 million or 0.4% to $177.8 million for the year ended December 31, 2017 compared
to $177.2 million for the year ended December 31, 2016. Approximately $4.8 million of the increase was attributable to rental
increases due to new leases and renewals of existing tenants. Same store rental income also increased approximately $0.6 million
due to a net decrease in the amortization of net above market leases. These increases were partially offset by an approximately
$4.8 million decrease due to a reduction of base rent due to tenants downsizing their spaces and vacancies.
Same store tenant recoveries increased by $2.0 million or 6.9% to $31.3 million for the year ended December 31, 2017 compared
to $29.3 million for the year ended December 31, 2016. Approximately $2.8 million of the increase was primarily due to increases
in occupancy and real estate taxes levied by the taxing authority, as well as changes to lease terms where we began paying the real
estate taxes and operating expenses on behalf of tenants that had previously paid its taxes and operating expenses directly to
respective vendors. The increase was also attributable to one of our properties where it was determined that the tenant will not be
able to meet its requirements set forth by the taxing authority to be entitled to an abatement of real estate taxes. The abatement
was applicable to prior periods, and as such the expense and related recovery recorded for the year ended December 31, 2017
includes an additional 36 months of real estate taxes, which attributed to approximately $0.6 million of the increase in same store
tenant recoveries. This increase was partially offset by a decrease of approximately $1.4 million related to vacancy of previously
occupied buildings, as well as decreases in real estate taxes levied by the taxing authority
Same Store Operating Expenses
Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.
For a detailed reconciliation of our same store portfolio operating expenses to net income, see the table above.
Total same store expenses increased by $2.6 million or 7.1% to $39.5 million for the year ended December 31, 2017 compared to
$36.9 million for the year ended December 31, 2016. This increase was primarily related to net increases in real estate taxes levied
by the related taxing authority of approximately $1.4 million, as well as an increase of approximately $0.7 million in general
repairs and maintenance and utilities expenses. The remaining increase was attributable to one of our properties where it was
determined that the tenant will not be able to meet its requirements set forth by the taxing authority to be entitled to an abatement
of real estate taxes. The abatement was applicable to prior periods, and as such the expense and related recovery recorded for the
year ended December 31, 2017 includes an additional 36 months of real estate taxes, which attributed to approximately $0.6
million of the increase in same store operating expenses. These increases were partially offset by a decrease of approximately $0.1
million in snow removal expenses.
Acquisitions and Dispositions Net Operating Income
For a detailed reconciliation of our acquisitions and dispositions net operating income to net income, see the table above.
Subsequent to December 31, 2015, we acquired 100 buildings consisting of approximately 21.4 million square feet, and sold 35
buildings consisting of approximately 6.1 million square feet. For the years ended December 31, 2017 and 2016, the buildings
acquired after December 31, 2015 contributed approximately $62.2 million and $11.3 million to NOI, respectively. For the years
ended December 31, 2017 and 2016, the buildings sold after December 31, 2015 contributed approximately $2.8 million and $13.1
million to net operating income, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements
for additional discussion regarding buildings acquired or sold.
45
Other Net Operating Income
Our other assets include our flex/office buildings, Value Add Portfolio, and Operating Portfolio buildings with expansions placed
in service or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2015. Other NOI also includes
asset management fee income and termination income from buildings from our same store portfolio.
For a detailed reconciliation of our other net operating income to net income, see the table above.
At December 31, 2017 we owned 14 flex/office buildings consisting of approximately 0.9 million square feet, three buildings
consisting of approximately 0.6 million square feet that were placed into service after December 31, 2015, and one building
consisting of approximately 0.3 million square feet that was in redevelopment. These buildings contributed approximately $7.2
million and $6.9 million to NOI for the years ended December 31, 2017 and 2016, respectively. We earned $0.1 million and $0.2
million in asset management fee income for the years ended December 31, 2017 and 2016, respectively. Additionally, there was
$1.3 million and $0.1 million of termination fee income from certain buildings in our same store portfolio for the years ended
December 31, 2017 and December 31, 2016, respectively.
Total Other Expenses
Total other expenses consist of general and administrative expense, property acquisition costs, depreciation and amortization, loss
on impairments, gain on involuntary conversion, and other expenses.
Total other expenses increased $11.6 million or 6.4% for the year ended December 31, 2017 to $193.0 million compared to $181.4
million for the year ended December 31, 2016. The increase was primarily related to an increase of approximately $25.4 million
in depreciation and amortization as a result of buildings acquired which increased the depreciable asset base. This increase was
also attributable to an increase in property acquisition costs of approximately $0.8 million which was due to increased acquisition
volume during the year ended December 31, 2017 as compared to the year ended December 31, 2016. Other expenses also increased
approximately $0.6 million which was primarily attributable to a loss on incentive fee due to the finalization of a one-time incentive
fee payable to Columbus Nova Real Estate Acquisition Group, LLC as discussed in Note 11 of the accompanying Notes to
Consolidated Financial Statements. These increases were partially offset by a decrease of approximately $15.0 million in loss on
impairments as there was one building that was impaired during the year ended December 31, 2017, whereas there were 12
buildings impaired for the year ended December 31, 2016. There was also a gain on involuntary conversion of approximately $0.3
million, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements. General and administrative
expense remained relatively flat for the year ended December 31, 2017 compared to the year ended December 31, 2016. This was
primarily attributable to a decrease of approximately $3.1 million related to the severance of a former executive officer during the
year ended December 31, 2016, which did not recur in 2017, but which was offset by an increase in non-cash compensation expense
related to the 2017 equity grants for employees and independent directors, salary and other payroll costs, and other general and
administrative expenses.
Total Other Income (Expense)
Total other income (expense) consists of interest and other income, interest expense, loss on extinguishment of debt, and gain on
the sales of rental property. Interest expense includes interest incurred during the period as well as adjustments related to amortization
of financing fees and debt issuance costs, amortization of fair market value adjustments associated with the assumption of debt,
and gains or losses on hedge ineffectiveness.
Total net other expense decreased $33.9 million or 216.5% to a net other expense position of $18.2 million for the year ended
December 31, 2017 compared to a net other income position of $15.6 million for the year ended December 31, 2016. This decrease
was primarily the result of a decrease in the gain on the sales of rental property of approximately $37.6 million. This was partially
offset by a decrease in loss on extinguishment of debt of approximately $3.2 million which was primarily attributable to the
payment of prepayment fees for loans repaid during the year ended December 31, 2016 which did not recur in 2017. Additionally,
interest expense decreased approximately $0.5 million which was primarily related to a decrease in the weighted average interest
rate, as well as an increase in gain on hedge ineffectiveness of approximately $0.1 million for the year ended December 31, 2017
compared to the year ended December 31, 2016.
46
Non-GAAP Financial Measures
In this report, we disclose and discuss funds from operations (“FFO”) and NOI, which meet the definition of “non-GAAP financial
measures” as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result, we are required to include in this
report a statement of why management believes that presentation of these measures provides useful information to investors.
Funds From Operations
FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our
performance, and we believe that to understand our performance further, FFO should be compared with our reported net income
or net loss in accordance with GAAP, as presented in our consolidated financial statements included in this report.
We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts
(“NAREIT”). FFO represents GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating buildings,
impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of
deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint
ventures.
Management uses FFO as a supplemental performance measure because it is a widely recognized measure of the performance of
REITs. FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our buildings that
result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the
operating performance of our buildings, all of which have real economic effects and could materially impact our results from
operations, the utility of FFO as a measure of our performance is limited. In addition, other REITs may not calculate FFO in
accordance with the NAREIT definition, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should
not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay
dividends.
The following table sets forth a reconciliation of our FFO attributable to common stockholders and unit holders for the periods
presented to net income, the nearest GAAP equivalent.
Reconciliation of Net Income to FFO (in thousands)
Net income
Rental property depreciation and amortization
Loss on impairments
Gain on the sales of rental property, net
FFO
Preferred stock dividends
Redemption of preferred stock
Other expenses
FFO attributable to common stockholders and unit holders
Net Operating Income
Year ended December 31,
2017
2016
2018
$
$
$
96,245
167,321
6,182
(72,211)
197,537
(7,604)
(2,661)
—
187,272
$
$
$
32,200
150,591
1,879
(24,242)
160,428
(9,794)
—
—
150,634
$
$
$
35,588
125,182
16,845
(61,823)
115,792
(13,897)
—
(384)
101,511
We consider NOI to be an appropriate supplemental performance measure to net income (loss) because we believe it helps investors
and management understand the core operations of our buildings. NOI is defined as rental revenue, including reimbursements and
other income, less property expenses and real estate taxes and insurance. NOI should not be viewed as an alternative measure of
our financial performance since it excludes expenses which could materially impact our results of operations. Further, our NOI
may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI.
47
The following table sets forth a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.
Reconciliation of Net Income to NOI (in thousands)
Net income
Asset management fee income
General and administrative
Transaction costs
Depreciation and amortization
Interest and other income
Interest expense
Loss on impairments
Gain on involuntary conversion
Loss on extinguishment of debt
Other expenses
Loss on incentive fee
Gain on the sales of rental property, net
Net operating income
Cash Flows
Year ended December 31,
2017
2016
2018
$
$
96,245
—
34,052
214
167,617
(20)
48,817
6,182
—
13
1,063
—
(72,211)
281,972
$
$
32,200
(52)
33,349
5,386
150,881
(12)
42,469
1,879
(325)
15
1,097
689
(24,242)
243,334
$
$
35,588
(210)
33,395
4,567
125,444
(10)
42,923
16,845
—
3,261
1,149
—
(61,823)
201,129
Comparison of the year ended December 31, 2018 to the year ended December 31, 2017
The following table summarizes our cash flows for the year ended December 31, 2018 compared to the year ended December 31,
2017.
Cash Flows (dollars in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Year ended December 31,
2017
2018
$
$
$
197,769
507,201
303,845
$
$
$
162,098
571,635
415,861
$
$
$
Change
$
35,671
(64,434)
(112,016)
%
22.0 %
(11.3)%
(26.9)%
Net cash provided by operating activities increased $35.7 million to $197.8 million for the year ended December 31, 2018, compared
to $162.1 million for the year ended December 31, 2017. The increase was primarily attributable to incremental operating cash
flows from property acquisitions completed after December 31, 2017, and operating performance at existing properties. These
increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2017 and
fluctuations in working capital due to timing of payments and rental receipts.
Net cash used in investing activities decreased by $64.4 million to $507.2 million for the year ended December 31, 2018, compared
to $571.6 million for the year ended December 31, 2017. The decrease is primarily attributable an increase in net proceeds from
the sale of 19 buildings during the year ended December 31, 2018 for net proceeds of approximately $207.9 million, compared
to the year ended December 31, 2017 where we sold 11 buildings for net proceeds of approximately $65.1 million. This was
partially offset by an increase in cash paid for the acquisition of 53 buildings during the year ended December 31, 2018 of
approximately $675.6 million, compared to the acquisition of 53 buildings during the year ended December 31, 2017 of
approximately $593.0 million.
Net cash provided by financing activities decreased $112.0 million to $303.8 million for the year ended December 31, 2018,
compared to $415.9 million for the year ended December 31, 2017. The decrease was primarily due to an increase in net cash
outflow on our unsecured credit facility of approximately $413.5 million and a decrease in proceeds from sales of common stock
of approximately $37.1 million, as well as an approximately $17.9 million increase in dividends paid during the year ended
December 31, 2018 compared to the year ended December 31, 2017 and the redemption of the 6.625% Series B Cumulative
Redeemable Preferred Stock (“Series B Preferred Stock”) of $70.0 million on July 11, 2018. These increases in net cash outflow
were partially offset by the $150.0 million draw on the unsecured term loan that was entered into on July 28, 2017, the funding
of the unsecured notes that were entered into on April 10, 2018 of $175.0 million, as well as a decrease in the repayment of
mortgage notes of approximately $103.6 million during the year ended December 31, 2018 compared to the year ended
December 31, 2017.
48
Comparison of the year ended December 31, 2017 to the year ended December 31, 2016
The following table summarizes our cash flows for the year ended December 31, 2017 compared to the year ended December 31,
2016.
Cash Flows (dollars in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Year ended December 31,
2016
2017
$
$
$
162,098
571,635
415,861
$
$
$
135,788
346,259
211,870
$
$
$
Change
$
26,310
225,376
203,991
%
19.4%
65.1%
96.3%
Net cash provided by operating activities increased $26.3 million to $162.1 million for the year ended December 31, 2017, compared
to $135.8 million for the year ended December 31, 2016. The increase was primarily attributable to incremental operating cash
flows from property acquisitions completed after December 31, 2016, and operating performance at existing properties. These
increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2016 and
fluctuations in working capital due to timing of payments and rental receipts.
Net cash used in investing activities increased by $225.4 million to $571.6 million for the year ended December 31, 2017, compared
to $346.3 million for the year ended December 31, 2016. The increase was primarily attributable to an increase in cash paid for
the acquisition of 53 buildings during the year ended December 31, 2017 of approximately $593.0 million, compared to the
acquisition of 47 buildings during the year ended December 31, 2016 of approximately $467.3 million. The increase is also
attributable to a decrease in net proceeds from the sales of rental property of approximately $87.0 million. Additionally, we had
an increase in cash paid for additions of land and building improvements of approximately $15.3 million, primarily due to tenant
improvement projects and the expansion of buildings. These increases were partially offset by proceeds received from insurance
on involuntary conversion, as well as fluctuations in acquisition deposits.
Net cash provided by financing activities increased $204.0 million to $415.9 million for the year ended December 31, 2017,
compared to $211.9 million for the year ended December 31, 2016. The increase was primarily due to an increase of net cash
inflow of $271.0 million from our unsecured credit facility, and an increase in proceeds from sales of common stock of $144.9
million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Additionally, we redeemed
the 9.0% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) on November
2, 2016 for $69.0 million, which did not recur during the year ended December 31, 2017. These increases were partially offset by
a decrease in cash inflow from the issuance of the Series C Preferred Stock on March 17, 2016 of $75.0 million and proceeds from
our unsecured term loans of $150.0 million that were drawn on December 29, 2016. The increases were also partially offset by
an increase of the repayment of mortgage notes of approximately $35.0 million, and an increase in dividends and distributions
paid of approximately $23.6 million as a result of the increased number of shares and units outstanding as well as a $0.014172
increase in the dividend paid per share during the year ended December 31, 2017 compared to the year ended December 31, 2016.
Liquidity and Capital Resources
We believe that our liquidity needs will be satisfied through cash flows generated by operations, disposition proceeds, and financing
activities. Operating cash flow is primarily rental income, expense recoveries from tenants, and other income from operations and
is our principal source of funds that we use to pay operating expenses, debt service, recurring capital expenditures, and the
distributions required to maintain our REIT qualification. We look to the capital markets (common equity, preferred equity, and
debt) to primarily fund our acquisition activity. We seek to increase cash flows from our properties by maintaining quality standards
for our buildings that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and
controlling operating expenses. We believe that our revenue, together with proceeds from building sales and debt and equity
financings, will continue to provide funds for our short-term and medium-term liquidity needs.
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly
associated with our buildings, including interest expense, interest rate swap payments, scheduled principal payments on outstanding
indebtedness, funding of property acquisitions under contract, general and administrative expenses, and capital expenditures for
tenant improvements and leasing commissions.
Our long-term liquidity needs, in addition to recurring short-term liquidity needs as discussed above, consist primarily of funds
necessary to pay for acquisitions, non-recurring capital expenditures, and scheduled debt maturities. We intend to satisfy our long-
term liquidity needs through cash flow from operations, the issuance of equity or debt securities, other borrowings, property
dispositions, or, in connection with acquisitions of certain additional buildings, the issuance of common units in the Operating
Partnership.
49
As of December 31, 2018, we had total immediate liquidity of approximately $576.9 million, comprised of $8.0 million of cash
and cash equivalents and $568.9 million of immediate availability on our unsecured credit facility and unsecured term loans.
In addition, we require funds for future dividends to be paid to our common and preferred stockholders and common unit holders
in our Operating Partnership. These distributions on our common stock are voluntary (at the discretion of our board of directors),
to the extent in excess of distribution requirements in order to maintain our REIT status for federal income tax purposes, and the
excess portion may be reduced or stopped if needed to fund other liquidity requirements or for other reasons. The table below sets
forth the dividends attributable to our common stock that were declared or paid during the year ended December 31, 2018.
Month Ended 2018
December 31
November 30
October 31
September 30
August 31
July 31
June 30
May 31
April 30
March 31
February 28
January 31
Total
Declaration Date
October 10, 2018
October 10, 2018
October 10, 2018
July 11, 2018
July 11, 2018
July 11, 2018
April 10, 2018
April 10, 2018
April 10, 2018
November 2, 2017
November 2, 2017
November 2, 2017
Record Date
December 31, 2018
November 30, 2018
October 31, 2018
September 28, 2018
August 31, 2018
July 31, 2018
June 29, 2018
May 31, 2018
April 30, 2018
March 29, 2018
February 28, 2018
January 31, 2018
Per Share
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
1.419996
$
$
Payment Date
January 15, 2019
December 17, 2018
November 15, 2018
October 15, 2018
September 17, 2018
August 15, 2018
July 16, 2018
June 15, 2018
May 15, 2018
April 16, 2018
March 15, 2018
February 15, 2018
On January 10, 2019, our board of directors declared the common stock dividends for the months ending January 31, 2019,
February 28, 2019 and March 31, 2019 at a monthly rate of $0.119167 per share of common stock.
We pay quarterly cumulative dividends on the Series C Preferred Stock at a rate equivalent to the fixed annual rate of $1.71875
per share, respectively. The table below sets forth the dividends on the Preferred Stock Issuances during the year ended December 31,
2018.
Quarter Ended 2018
December 31
September 30
June 30
March 31
Total
Declaration Date
October 10, 2018
July 11, 2018
April 10, 2018
February 14, 2018
Series B
Preferred Stock
Per Share
Series C
Preferred Stock
Per Share
$
$
—
0.0460069 (1)
0.4140625
0.4140625
0.8741319
$
$
0.4296875
0.4296875
0.4296875
0.4296875
1.7187500
Payment Date
December 31, 2018
October 1, 2018
July 2, 2018
April 2, 2018
(1) On June 11, 2018, we gave notice to redeem all 2,800,000 issued and outstanding shares of the Series B Preferred Stock. On July 11, 2018, we 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.
On January 10, 2019, our board of directors declared the Series C Preferred Stock dividend for the quarter ending March 31, 2019
at a quarterly rate of $0.4296875 per share.
50
Indebtedness Outstanding
The following table sets forth certain information with respect to the indebtedness outstanding as of December 31, 2018.
Loan
Unsecured credit facility:
Unsecured Credit Facility (3)
Total unsecured credit facility
Unsecured term loans:
Unsecured Term Loan C
Unsecured Term Loan B
Unsecured Term Loan A
Unsecured Term Loan D
Unsecured Term Loan E (4)
Total unsecured term loans
Less: Total unamortized deferred financing fees and debt issuance costs
Total carrying value unsecured term loans, net
Unsecured notes:
Series F Unsecured Notes
Series A Unsecured Notes
Series D Unsecured Notes
Series G Unsecured Notes
Series B Unsecured Notes
Series C Unsecured Notes
Series E Unsecured Notes
Series H Unsecured Notes
Total unsecured notes
Less: Total unamortized deferred financing fees and debt issuance costs
Total carrying value unsecured notes, net
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan
Thrivent Financial for Lutherans
Total mortgage notes
Add: Total unamortized fair market value premiums
Less: Total unamortized deferred financing fees and debt issuance costs
Total carrying value mortgage notes, net
Total / weighted average interest rate (5)
(1)
Principal
Outstanding (in
thousands)
Interest
Rate (1)
Maturity
Date
Prepayment
Terms (2)
$
100,500
100,500
L + 0.90%
Jan-15-2023
150,000
150,000
150,000
150,000
L + 1.00%
Sep-29-2020
L + 1.00% Mar-21-2021
L + 1.00% Mar-31-2022
Jan-04-2023
L + 1.00%
Jan-15-2024
— L + 1.00%
600,000
(3,640)
596,360
100,000
50,000
100,000
75,000
50,000
80,000
20,000
100,000
575,000
(2,512)
572,488
3.98 % Jan-05-2023
4.98 % Oct-1-2024
4.32 % Feb-20-2025
4.10 % Jun-13-2025
4.98 %
Jul-1-2026
4.42 % Dec-30-2026
4.42 % Feb-20-2027
4.27 % Jun-13-2028
i
i
i
i
i
i
ii
ii
ii
ii
ii
ii
ii
ii
53,216
3,795
57,011
50
(501)
56,560
1,325,908
$
4.31 % Dec-1-2022
4.78 % Dec-15-2023
iii
iv
3.56%
Interest rate as of December 31, 2018. At December 31, 2018, the one-month LIBOR (“L”) was 2.50269%. 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) 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.
(3) The capacity of the unsecured credit facility is $500.0 million.
(4) Capacity of $175.0 million, which we have until July 25, 2019 to draw.
(5) 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 December 31, 2018, 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.
The aggregate undrawn nominal commitments on the unsecured credit facility and unsecured term loans as of December 31, 2018
was approximately $568.9 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may
be less and is restricted to a maximum amount based on our debt covenant compliance.
The Wells Fargo, National Association CMBS loan agreement is a commercial mortgage backed security that provides for a secured
loan. There are 24 properties that are collateral for the CMBS loan. The Operating Partnership guarantees the obligations under
the CMBS loan.
On December 20, 2018, upon obtaining our second investment grade rating, the spread over the applicable rate on our unsecured
credit facility and unsecured term loans changed from being based upon our consolidated leverage ratio, as defined in the respective
loan agreements, to being based upon our debt rating, as defined in the respective loan agreements.
51
The chart below details our debt capital structure as of December 31, 2018.
Debt Capital Structure
Total principal outstanding (in thousands)
Weighted average duration (years)
% Secured debt
% Debt maturing next 12 months
Net Debt to Real Estate Cost Basis (1)
(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.
1,332,511
4.7
December 31, 2018
4%
—%
38%
$
We regularly pursue new financing opportunities to ensure an appropriate balance sheet position. As a result of these dedicated
efforts, we are confident in our ability to meet future debt maturities and building acquisition funding needs. We believe that our
current balance sheet is in an adequate position at the date of this filing, despite possible volatility in the credit markets.
Our interest rate exposure as it relates to interest expense payments on our floating rate debt is managed through our use of interest
rate swaps, which fix the rate of our long term floating rate debt. For a detailed discussion on our use of interest rate swaps, see
“Interest Rate Risk” below.
Unsecured Credit Facility, Unsecured Term Loans, and Unsecured Notes
The unsecured credit facility provides for a facility fee payable by us to the lenders at a rate per annum of 0.125% to 0.3%,
depending on our debt rating, as defined in the credit agreement, of the aggregate commitments (currently $500.0 million). The
facility fee is due and payable quarterly.
Covenants: Our ability to borrow, maintain borrowings and avoid default under the unsecured credit facility, the unsecured term
loans, and unsecured notes is subject to our ongoing compliance with a number of financial covenants, including:
•
•
•
•
•
a maximum consolidated leverage ratio of not greater than 0.60:1.00;
a maximum secured leverage ratio of not greater than 0.40:1.00;
a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
a minimum fixed charge ratio of not less than or equal to 1.50:1.00; and
a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00.
The respective note purchase agreements additionally contain a financial covenant that requires us to maintain a minimum interest
coverage ratio of not less than 1.50:1.00.
Pursuant to the terms of our unsecured debt agreements, we may not pay distributions that exceed the minimum amount required
for us to qualify and maintain our status as a REIT if a default or event of default occurs and is continuing.
Our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes are subject to ongoing compliance with
a number of financial and other covenants. As of December 31, 2018, we were in compliance with the applicable financial covenants.
Events of Default: Our unsecured credit facility and unsecured term loans contain customary events of default, including but not
limited to non-payment of principal, interest, fees or other amounts, defaults in the compliance with the covenants contained in
the documents evidencing the unsecured credit facility and the unsecured term loans, cross-defaults to other material debt and
bankruptcy or other insolvency events.
Borrower and Guarantors: The Operating Partnership is the borrower under the unsecured credit facility, the unsecured term loans
and is the issuer of the unsecured notes. STAG Industrial, Inc. and certain of its subsidiaries guarantee the obligations under our
unsecured debt agreements.
52
Contractual Obligations
The following table reflects our contractual obligations as of December 31, 2018, specifically our obligations under long-term
debt agreements and ground lease agreements.
Contractual Obligations (in thousands)(1)(2)
Principal payments(3)
Interest payments—Fixed rate debt(4)
Interest payments —Variable rate debt(4)(5)
Property lease(4)
Ground leases(4)
Total
Total
$ 1,332,511
180,451
65,976
2,716
50,202
$ 1,631,856
$
$
Payments by Period
2019
2020-2021
2022-2023
1,926
27,513
20,225
1,203
907
51,774
$
$
304,109
54,770
35,132
1,513
1,836
397,360
$
$
551,476
48,337
10,591
—
1,879
612,283
Thereafter
475,000
$
49,831
28
—
45,580
570,439
$
(1) From time to time in the normal course of our business, we enter into various contracts with third parties that may obligate us to make payments, such as
maintenance agreements at our buildings. Such contracts, in the aggregate, do not represent material obligations, are typically short-term and cancellable
within 90 days and are not included in the table above.
(2) The terms of the loan agreements for the Wells Fargo, National Association CMBS loan calls for a monthly leasing escrow payment of approximately $0.1
million and the balance of the reserve is capped at $2.1 million. The cap was not met at December 31, 2018 and the balance at December 31, 2018 was
approximately $2.0 million. The funding of these reserves is not included in the table above.
(3) The total payments do not include unamortized deferred financing fees, debt issuance costs, or fair market value premiums associated with certain loans.
(4) This is not included in our Consolidated Balance Sheets included in this report.
(5) Amounts include interest rate payments on the $600.0 million current notional amount of our interest rate swaps, as discussed below.
Equity
Preferred Stock
On June 11, 2018, we gave notice to redeem all 2,800,000 issued and outstanding shares of the Series B Preferred Stock. We
recognized a deemed dividend to the holders of the Series B Preferred Stock of approximately $2.7 million on the accompanying
Consolidated Statements of Operations for the year ended December 31, 2018 related to redemption costs and the original issuance
costs of the Series B Preferred Stock. On July 11, 2018, we redeemed all of the Series B Preferred Stock.
The table below sets forth our outstanding preferred stock issuances as of December 31, 2018.
Preferred Stock Issuances
Issuance Date
Number of
Shares
Liquidation
Value Per
Share
Interest
Rate
6.875% Series C Cumulative Redeemable Preferred Stock
March 17, 2016
3,000,000
$
25.00
6.875%
The Series C Preferred Stock ranks senior to our common stock with respect to dividend rights and rights upon the liquidation,
dissolution or winding up of our affairs. The Series C Preferred Stock has no stated maturity date and is not subject to mandatory
redemption or any sinking fund. Generally, we are not permitted to redeem the Series C Preferred Stock prior to March 17, 2021,
except in limited circumstances relating to our ability to qualify as a REIT and in certain other circumstances related to a change
of control.
Common Stock
The following sets forth our at-the market (“ATM”) common stock offering program as of December 31, 2018. We may from time
to time sell common stock through sales agents under the program.
ATM Common Stock Offering Program
Date
Maximum Aggregate Offering Price
(in thousands)
Aggregate Common Stock
Available as of
December 31, 2018 (in thousands)
2017 $500 million ATM
November 13, 2017
$
500,000
$
99,227
53
The tables below set forth the activity for the ATM common stock offering programs during the three months and year ended
December 31, 2018 (in thousands, except share data).
ATM Common Stock Offering Program
2017 $500 million ATM
Total/weighted average
ATM Common Stock Offering Program
2017 $500 million ATM
Total/weighted average
Noncontrolling Interest
Shares
Sold
Three months ended December 31, 2018
Sales
Agents’ Fee
Weighted Average
Price Per Share
Gross
Proceeds
4,336,652
4,336,652
$
$
26.29
26.29
$
$
113,990
113,990
$
$
1,152
1,152
Year ended December 31, 2018
Shares
Sold
Weighted Average
Price Per Share
Gross
Proceeds
Sales
Agents’ Fee
14,724,614
14,724,614
$
$
26.52
26.52
$
$
390,447
390,447
$
$
4,040
4,040
Net
Proceeds
112,838
112,838
Net
Proceeds
386,407
386,407
$
$
$
$
We own our interests in all of our properties and conduct substantially all of our business through our Operating Partnership. We
are the sole member of the sole general partner of the Operating Partnership. As of December 31, 2018, we owned approximately
96.5% of the common units of our Operating Partnership, and our current and former executive officers, directors, senior employees
and their affiliates, and third parties who contributed properties to us in exchange for common units in our Operating Partnership,
owned the remaining 3.5%.
Interest Rate Risk
We use interest rate swaps to fix the rate of our variable rate debt. As of December 31, 2018, all of our outstanding variable rate
debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.
We recognize all derivatives on the balance sheet at fair value. If the derivative is designated as a hedge, depending on the nature
of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities,
or firm commitments through earnings or recognized in other comprehensive income (loss), which is a component of equity.
Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value must be reflected as
income or expense.
We have established criteria for suitable counterparties in relation to various specific types of risk. We only use counterparties that
have a credit rating of no lower than investment grade at swap inception from Moody’s Investor Services, Standard & Poor’s,
Fitch Ratings, or other nationally recognized rating agencies.
54
The following table details our outstanding interest rate swaps as of December 31, 2018.
Interest Rate
Derivative Counterparty
Regions Bank
Capital One, N.A.
Capital One, N.A.
Regions Bank
The Toronto-Dominion Bank
PNC Bank, N.A.
Regions Bank
U.S. Bank, N.A.
Capital One, N.A.
Royal Bank of Canada
The Toronto-Dominion Bank
The Toronto-Dominion Bank
Wells Fargo, N.A.
The Toronto-Dominion Bank
Regions Bank
Capital One, N.A.
The Toronto-Dominion Bank
Royal Bank of Canada
Wells Fargo, N.A.
PNC Bank, N.A.
PNC Bank, N.A.
The Toronto-Dominion Bank
PNC Bank, N.A.
Bank of Montreal
U.S. Bank, N.A.
Trade Date
Effective
Date
Mar-01-2013 Mar-01-2013
Jul-01-2013
Jun-13-2013
Aug-01-2013
Jun-13-2013
Feb-03-2014
Sep-30-2013
Sep-29-2016
Oct-14-2015
Sep-29-2016
Oct-14-2015
Sep-29-2016
Oct-14-2015
Oct-14-2015
Sep-29-2016
Sep-29-2016
Oct-14-2015
Jan-08-2015 Mar-20-2015
Jan-08-2015 Mar-20-2015
Jan-08-2015
Sep-10-2017
Jan-08-2015 Mar-20-2015
Feb-14-2020
Jan-08-2015
Feb-14-2020
Jan-08-2015
Feb-14-2020
Jan-08-2015
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Notional
Amount
(in thousands)
25,000
$
50,000
$
25,000
$
25,000
$
25,000
$
50,000
$
35,000
$
25,000
$
15,000
$
25,000
$
25,000
$
100,000
$
25,000
$
25,000
$
50,000
$
50,000
$
25,000
$
25,000
$
25,000
$
25,000
$
50,000
$
50,000
$
50,000
$
50,000
$
25,000
$
Fair Value
(in thousands)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
337
478
233
152
480
954
671
476
285
408
407
506
469
(46)
(115)
(171)
549
549
547
549
1,101
(1,050)
(1,055)
(1,050)
(524)
Pay Fixed
Interest Rate
Receive
Variable
Interest Rate
1.3300% One-month L
1.6810% One-month L
1.7030% One-month L
1.9925% One-month L
1.3830% One-month L
1.3906% One-month L
1.3858% One-month L
1.3950% One-month L
1.3950% One-month L
1.7090% One-month L
1.7105% One-month L
2.2255% One-month L
1.8280% One-month L
2.4535% One-month L
2.4750% One-month L
2.5300% One-month L
1.8485% One-month L
1.8505% One-month L
1.8505% One-month L
1.8485% One-month L
1.8475% One-month L
2.9180% One-month L
2.9190% One-month L
2.9190% One-month L
2.9190% One-month L
Maturity
Date
Feb-14-2020
Feb-14-2020
Feb-14-2020
Feb-14-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Mar-21-2021
Mar-21-2021
Mar-21-2021
Mar-31-2022
Mar-31-2022
Mar-31-2022
Mar-31-2022
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-12-2024
Jan-12-2024
Jan-12-2024
Jan-12-2024
The swaps outlined in the above table were all designated as cash flow hedges of interest rate risk, and all are valued as Level 2
financial instruments. As of December 31, 2018, the fair value of 18 of our 25 interest rate swaps that were in an asset position
was approximately $9.2 million and seven interest rate swaps that were in a liability position was approximately $4.0 million,
including any adjustment for nonperformance risk related to these agreements.
As of December 31, 2018, we had $700.5 million of variable rate debt. As of December 31, 2018, all of our outstanding variable
rate debt, with exception of our unsecured credit facility, was fixed with interest rate swaps through maturity. To the extent interest
rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect
our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders.
From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps,
caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets,
thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.
Inflation
Our business could be impacted in multiple ways due to inflation. We believe, however, that we are well positioned to be able to
manage our business in an inflationary environment. Specifically, as of December 31, 2018 our weighted average lease term was
approximately 4.9 years and, on average, approximately 9-16% of our total annualized base rental revenue will roll annually over
the next few years. We expect that this lease roll will allows us to capture inflationary increases in rent on a relatively efficient
basis. In addition, as of December 31, 2018 we have long term liabilities averaging approximately 4.7 years when excluding our
unsecured credit facility. Our variable rate debt as of December 31, 2018 has been fully swapped to fixed rates through maturity
with the exception of our unsecured credit facility. Therefore, as rents rise and increase our operating cash flow, this positive
impact will flow more directly to the bottom line without the offset of higher in place debt costs. Lastly, while inflation will likely
lead to increases in the operating costs of our portfolio, such as real estate taxes, utility expenses, and other operating expenses,
the majority of our leases are either triple net leases or otherwise provide for tenant reimbursement for costs related to these
expenses. Therefore, the increased costs in an inflationary environment would generally be passed through to our tenant.
55
Off-balance Sheet Arrangements
As of December 31, 2018, we had letters of credit related to development projects and certain other agreements of approximately
$5.6 million. As of December 31, 2018, we had no other material off-balance sheet arrangements. See the table under “Liquidity
and Capital Resources—Contractual Obligations” above for information regarding certain off-balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk we are
exposed to is interest rate risk. We have used derivative financial instruments to manage, or hedge, interest rate risks related to
our borrowings, primarily through interest rate swaps.
As of December 31, 2018, we had $700.5 million of variable rate debt outstanding. As of December 31, 2018, all of our outstanding
variable rate debt, with the exception of $100.5 million outstanding under our unsecured credit facility, was fixed with interest
rate swaps through maturity. To the extent we undertake additional variable rate indebtedness, if interest rates increase, then so
will the interest costs on our unhedged variable rate debt, which could adversely affect our cash flow and our ability to pay principal
and interest on our debt and our ability to make distributions to our security holders. Further, rising interest rates could limit our
ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter
into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements
are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements
will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be
unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP. In addition,
an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability
to change our portfolio promptly in response to changes in economic or other conditions. If interest rates increased by 100 basis
points and assuming we had an outstanding balance of $100.5 million on the unsecured credit facility (the portion outstanding at
December 31, 2018 not fixed by interest rate swaps) for the year ended December 31, 2018, our interest expense would have
increased by approximately $1.0 million for the year ended December 31, 2018.
Item 8. Financial Statements and Supplementary Data
The required response under this Item is submitted in a separate section of this report. See Index to Consolidated Financial
Statements on page F-1.
The tables below reflect the Company’s selected quarterly information for the quarters ended December 31, 2018 and 2017,
September 30, 2018 and 2017, June 30, 2018 and 2017, and March 31, 2018 and 2017 (in thousands, except for per share data).
Selected Interim Financial Information
Three months ended,
December 31,
2018
September 30,
2018
June 30,
2018
March 31,
2018
Total revenue
Net income
Net income attributable to common stockholders
Net income per share attributable to common stockholders — basic and diluted
$
$
$
$
93,290
47,256
44,256
0.40
$
$
$
$
88,946
8,876
7,237
0.07
$
$
$
$
85,474
14,964
9,264
0.09
$
$
$
$
83,283
25,149
21,676
0.22
Selected Interim Financial Information
Total revenue
Net income
Net income (loss) attributable to common stockholders
Net income (loss) per share attributable to common stockholders — basic and
diluted
Three months ended,
December 31,
2017
September 30,
2017
June 30,
2017
March 31,
2017
$
$
$
$
81,270
8,924
6,124
0.06
$
$
$
$
78,144
21,839
18,478
0.20
$
$
$
$
$
72,193
1,368
$
(1,119) $
69,480
69
(2,359)
(0.01) $
(0.03)
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
56
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by SEC Rule 13a-15(b), we have evaluated, under the supervision of and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2018. Based on
the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for
the periods covered by this report were effective to provide reasonable assurance that information required to be disclosed by our
Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting
was effective as of December 31, 2018.
The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on page F-2
of this Annual Report on Form 10 K.
Changes in Internal Controls
There was no change to our internal control over financial reporting during the fourth quarter ended December 31, 2018 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III.
The information required by Item 10 will be included in the Proxy Statement to be filed relating to our 2019 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 will be included in the Proxy Statement to be filed relating to our 2019 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the Proxy Statement to be filed relating to our 2019 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the Proxy Statement to be filed relating to our 2019 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 will be included in the Proxy Statement to be filed relating to our 2019 Annual Meeting of
Stockholders and is incorporated herein by reference.
57
Item 15. Exhibits and Financial Statement Schedules
1. Consolidated Financial Statements
PART IV.
The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are
filed as a part of this report.
2. Financial Statement Schedules
The financial statement schedules required by this Item are filed with this report and listed in the accompanying
Index to Consolidated Financial Statements on page F-1. All other financial statement schedules are not applicable.
3. Exhibits
The following exhibits are filed as part of this report:
Exhibit
Number
Description of Document
3.1 Articles of Amendment and Restatement of STAG Industrial, Inc. (including all articles of amendment and articles
supplementary) (1)
3.2 Third Amended and Restated Bylaws of STAG Industrial, Inc. (2)
4.1 Form of Common Stock Certificate of STAG Industrial, Inc. (3)
4.2 Form of Certificate for the 6.875% Series C Cumulative Redeemable Preferred Stock of STAG Industrial, Inc. (4)
10.1 Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P. (5)
10.2 First Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating
Partnership, L.P. (6)
10.3 Second Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating
Partnership, L.P. (7)
10.4 Third Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating
Partnership, L.P. (8)
10.5 STAG Industrial, Inc. 2011 Equity Incentive Plan (9)*
10.6 Amendment to the 2011 Equity Incentive Plan, dated as of May 6, 2013 (10)*
10.7 Second Amendment to the 2011 Equity Incentive Plan, dated as of February 20, 2015 (11)*
10.8 Amended and Restated STAG Industrial, Inc. 2011 Equity Incentive Plan (2)*
10.9 Form of LTIP Unit Agreement (9)*
10.10 Form of Performance Award Agreement (12)*
10.11 Amended and Restated Executive Employment Agreement with Benjamin S. Butcher, dated May 4, 2015 (13)*
10.12 Executive Employment Agreement with William R. Crooker, dated February 25, 2016 (12)*
10.13 Executive Employment Agreement with Stephen C. Mecke, dated April 20, 2011 (5)*
10.14 Executive Employment Agreement with Jeffrey M. Sullivan, dated October 27, 2014 (14)*
10.15 Executive Employment Agreement with David G. King, dated April 20, 2011 (5)*
10.16 Executive Employment Agreement with Peter S. Fearey, dated February 25, 2016 (12)*
10.17 Form of Indemnification Agreement between STAG Industrial, Inc. and its directors and officers (15)*
10.18 Registration Rights Agreement, dated April 20, 2011, by and among STAG Industrial, Inc., STAG Industrial
Operating Partnership, L.P. and the persons named therein (5)
10.19 Services Agreement between STAG Industrial Management, LLC and STAG Manager II, LLC, as amended (16)
10.20 Credit Agreement, dated as of July 26, 2018, by and among STAG Industrial Operating Partnership, L.P., STAG
Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders party thereto (17)
10.21 Second Amended and Restated Term Loan Agreement, dated as of December 20, 2016, by and among STAG
Industrial Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other
lenders party thereto (18)
58
Exhibit
Number
Description of Document
10.22 First Amendment to Second Amended and Restated Term Loan Agreement, dated as of July 28, 2017, by and
among STAG Industrial Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National
Association, and the other lenders party thereto (19)
10.23 Second Amendment to Second Amended and Restated Term Loan Agreement, dated as of July 26, 2018, by and
among STAG Industrial Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National
Association, and the other lenders party thereto (17)
10.24 Amended and Restated Term Loan Agreement, dated as of December 20, 2016, by and among STAG Industrial
Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders
party thereto (18)
10.25 First Amendment to Amended and Restated Term Loan Agreement, dated as of July 28, 2017, by and among STAG
Industrial Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other
lenders party thereto (19)
10.26 Second Amendment to Amended and Restated Term Loan Agreement, dated as of July 26, 2018, by and among
STAG Industrial Operating Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and
the other lenders party thereto (17)
10.27 Term Loan Agreement, dated as of September 29, 2015, by and among STAG Industrial Operating Partnership,
L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders party thereto (20)
10.28 Second Amendment to Term Loan Agreement, dated as of July 28, 2017, by and among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders party
thereto (19)
10.29 Third Amendment to Term Loan Agreement, dated as of July 26, 2018, by and among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders party
thereto (17)
10.30 Term Loan Agreement, dated as of July 28, 2017, by and among STAG Industrial Operating Partnership, L.P.,
STAG Industrial, Inc., Bank of America, N.A., and the other lenders party thereto (19)
10.31 First Amendment to Term Loan Agreement, dated as of July 26, 2018, by and among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc., Bank of America, N.A., and the other lenders party thereto (17)
10.32 Term Loan Agreement, dated as of July 26, 2018, by and among STAG Industrial Operating Partnership, L.P.,
STAG Industrial, Inc., Wells Fargo Bank, National Association, and the other lenders party thereto (17)
10.33 Note Purchase Agreement, dated as of April 16, 2014, by and among STAG Industrial Operating Partnership, L.P.,
STAG Industrial, Inc. and the purchasers named therein (21)
10.34 First Amendment to Note Purchase Agreement, dated as of December 18, 2014, among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (22)
10.35 Second Amendment to Note Purchase Agreement, dated as of December 1, 2015, among STAG Industrial
Operating Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (23)
10.36 Third Amendment to Note Purchase Agreement, dated as of April 10, 2018, among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (24)
10.37 Note Purchase Agreement, dated as of December 18, 2014, among STAG Industrial Operating Partnership, L.P.,
STAG Industrial, Inc. and the purchasers named therein (22)
10.38 First Amendment to Note Purchase Agreement, dated as of December 1, 2015, among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (23)
10.39 Second Amendment to Note Purchase Agreement, dated as of April 10, 2018, among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (24)
10.40 Note Purchase Agreement, dated as of December 1, 2015, among STAG Industrial Operating Partnership, L.P.,
STAG Industrial, Inc. and the purchasers named therein (23)
10.41 First Amendment to Note Purchase Agreement, dated as of April 10, 2018, among STAG Industrial Operating
Partnership, L.P., STAG Industrial, Inc. and the noteholders named therein (24)
10.42 Note Purchase Agreement, dated as of April 10, 2018, among STAG Industrial Operating Partnership, L.P., STAG
Industrial, Inc. and the purchasers named therein (24)
21.1 Subsidiaries of STAG Industrial, Inc.
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
59
Exhibit
Number
Description of Document
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following materials from STAG Industrial, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2018 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, (vi) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and
(vi) related notes to these consolidated financial statements.
* Represents management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on July 31, 2018.
(2) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 1, 2018.
(3) Incorporated by reference to the Registration Statement on Form S-11/A (File No. 333-168368) filed with the SEC on
September 24, 2010.
(4) Incorporated by reference to the Registration Statement on Form 8-A filed with the SEC on March 10, 2016.
(5) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 21, 2011.
(6) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on November 2, 2011.
(7) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 16, 2013.
(8) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 18, 2016.
(9) Incorporated by reference to the Registration Statement on Form S-11/A (File No. 333-168368) filed with the SEC on
April 5, 2011.
(10) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 6, 2013.
(11) Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 23, 2015.
(12) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on May 3, 2016.
(13) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on July 23, 2015.
(14) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on October 31, 2014.
(15) Incorporated by reference to the Registration Statement on Form S-11/A (File No. 333-168368) filed with the SEC on
February 16, 2011.
(16) Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 26, 2014.
(17) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 31, 2018.
(18) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on December 27, 2016.
(19) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017.
(20) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on October 1, 2015.
(21) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 22, 2014.
(22) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on December 19, 2014.
(23) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on December 4, 2015.
(24) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 13, 2018.
Item 16. Form 10-K Summary
None.
60
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 13, 2019
STAG INDUSTRIAL, INC.
By:
/s/ Benjamin S. Butcher
Benjamin S. Butcher
Chairman, Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of STAG Industrial, Inc.,
hereby severally constitute Benjamin S. Butcher and William R. Crooker, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-
K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our
capacities as officers and directors to enable STAG Industrial, Inc. to comply with the provisions of the Securities Exchange Act
of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and dates indicated.
Date
Signature
Title
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
February 13, 2019
/s/ Benjamin S. Butcher
Benjamin S. Butcher
/s/ Virgis W. Colbert
Virgis W. Colbert
/s/ Michelle S. Dilley
Michelle S. Dilley
/s/ Jeffrey D. Furber
Jeffrey D. Furber
/s/ Larry T. Guillemette
Larry T. Guillemette
/s/ Francis X. Jacoby III
Francis X. Jacoby III
/s/ Christopher P. Marr
Christopher P. Marr
/s/ Hans S. Weger
Hans S. Weger
/s/ William R. Crooker
William R. Crooker
Chairman, Chief Executive Officer
(principal executive officer) and President
Director
Director
Director
Director
Director
Director
Director
Chief Financial Officer, Executive Vice President
and Treasurer (principal financial and accounting
officer)
61
(This page has been left blank intentionally.)
STAG INDUSTRIAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
F-2
F-4
F-5
F-6
F-7
F-8
F-9
Financial Statement Schedule—Schedule II—Valuation and Qualifying Accounts for the years ended December 31,
2018, 2017 and 2016
F-42
Financial Statement Schedule—Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2018
F-43
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of STAG Industrial, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of STAG Industrial, Inc. and its subsidiaries (the “Company”) as
of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, equity and cash
flows for each of the three years in the period ended December 31, 2018, including the related notes and financial statement
schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have
audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in
Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
F-2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
February 13, 2019
We have served as the Company’s or its predecessor’s auditor since 2009.
F-3
STAG Industrial, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
Assets
Rental Property:
Land
Buildings and improvements, net of accumulated depreciation of $316,930 and $249,057, respectively
Deferred leasing intangibles, net of accumulated amortization of $246,502 and $280,642, respectively
Total rental property, net
Cash and cash equivalents
Restricted cash
Tenant accounts receivable, net
Prepaid expenses and other assets
Interest rate swaps
Assets held for sale, net
Total assets
Liabilities and Equity
Liabilities:
Unsecured credit facility
Unsecured term loans, net
Unsecured notes, net
Mortgage notes, net
Accounts payable, accrued expenses and other liabilities
Interest rate swaps
Tenant prepaid rent and security deposits
Dividends and distributions payable
Deferred leasing intangibles, net of accumulated amortization of $12,764 and $13,555, respectively
Total liabilities
Commitments and contingencies (Note 11)
Equity:
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
Series B, -0- and 2,800,000 shares (liquidation preference of $25.00 per share) issued and outstanding at
December 31, 2018 and December 31, 2017, respectively
Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at December
31, 2018 and December 31, 2017
Common stock, par value $0.01 per share, 150,000,000 shares authorized, 112,165,786 and 97,012,543 shares
issued and outstanding at December 31, 2018 and December 31, 2017, respectively
Additional paid-in capital
Cumulative dividends in excess of earnings
Accumulated other comprehensive income
Total stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
December 31, 2018
December 31, 2017
$
$
$
$
364,023
2,285,663
342,015
2,991,701
7,968
14,574
42,236
36,902
9,151
—
3,102,532
100,500
596,360
572,488
56,560
45,507
4,011
22,153
13,754
21,567
1,432,900
—
75,000
1,122
2,118,179
(584,979)
4,481
1,613,803
55,829
1,669,632
3,102,532
$
$
$
$
321,560
1,932,764
313,253
2,567,577
24,562
3,567
33,602
25,364
6,079
19,916
2,680,667
271,000
446,265
398,234
58,282
43,216
1,217
19,045
11,880
21,221
1,270,360
70,000
75,000
970
1,725,825
(516,691)
3,936
1,359,040
51,267
1,410,307
2,680,667
The accompanying notes are an integral part of these consolidated financial statements.
F-4
STAG Industrial, Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Revenue
Rental income
Tenant recoveries
Other income
Total revenue
Expenses
Property
General and administrative
Property acquisition costs
Depreciation and amortization
Loss on impairments
Gain on involuntary conversion
Other expenses
Total expenses
Other income (expense)
Interest and other income
Interest expense
Loss on extinguishment of debt
Gain on the sales of rental property, net
Total other income (expense)
Net income
Less: income attributable to noncontrolling interest after preferred stock dividends
Net income attributable to STAG Industrial, Inc.
Less: preferred stock dividends
Less: redemption of preferred stock
Less: amount allocated to participating securities
Net income attributable to common stockholders
Weighted average common shares outstanding — basic
Weighted average common shares outstanding — diluted
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic
Net income per share attributable to common stockholders — diluted
Year ended December 31,
2017
2016
2018
295,654
54,039
1,300
350,993
69,021
34,052
—
167,617
6,182
—
1,277
278,149
20
(48,817)
(13)
72,211
23,401
96,245
3,319
92,926
7,604
2,661
276
82,385
103,401
103,807
0.80
0.79
$
$
$
$
$
$
255,831
45,005
251
301,087
57,701
33,349
5,386
150,881
1,879
(325)
1,786
250,657
12
(42,469)
(15)
24,242
(18,230)
32,200
941
31,259
9,794
—
334
21,131
89,538
90,004
0.24
0.23
$
$
$
$
$
$
212,741
37,107
395
250,243
48,904
33,395
4,567
125,444
16,845
—
1,149
230,304
10
(42,923)
(3,261)
61,823
15,649
35,588
1,069
34,519
13,897
—
384
20,238
70,637
70,853
0.29
0.29
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
STAG Industrial, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
Net income
Other comprehensive income:
Income on interest rate swaps
Other comprehensive income
Comprehensive income
Income attributable to noncontrolling interest after preferred stock dividends
Other comprehensive income attributable to noncontrolling interest
Comprehensive income attributable to STAG Industrial, Inc.
Year ended December 31,
2017
2016
2018
$
96,245
$
32,200
$
35,588
310
310
96,555
(3,319)
(12)
93,224
$
5,670
5,670
37,870
(941)
(238)
36,691
$
898
898
36,486
(1,069)
(44)
35,373
$
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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STAG Industrial, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net income
Adjustment to reconcile net income to net cash provided by operating activities:
Year ended December 31,
2017
2016
2018
$
96,245
$
32,200
$
35,588
Depreciation and amortization
Loss on impairments
Gain on involuntary conversion
Non-cash portion of interest expense
Intangible amortization in rental income, net
Straight-line rent adjustments, net
Dividends on forfeited equity compensation
Loss on extinguishment of debt
Gain on the sales of rental property, net
Non-cash compensation expense
Change in assets and liabilities:
Tenant accounts receivable, net
Prepaid expenses and other assets
Accounts payable, accrued expenses and other liabilities
Tenant prepaid rent and security deposits
Total adjustments
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions of land and buildings and improvements
Additions of land and building and improvements
Acquisitions of other assets
Proceeds from sales of rental property, net
Proceeds from insurance on involuntary conversion
Acquisitions of other liabilities
Acquisition deposits, net
Acquisitions of deferred leasing intangibles
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from unsecured credit facility
Repayment of unsecured credit facility
Proceeds from unsecured term loans
Proceeds from unsecured notes
Repayment of mortgage notes
Proceeds from sale of preferred stock
Redemption of preferred stock
Payment of loan fees and costs
Payment of loan prepayment fees and costs
Dividends and distributions
Proceeds from sales of common stock
Repurchase and retirement of share-based compensation
Offering costs
Net cash provided by financing activities
Increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash—beginning of period
Cash and cash equivalents and restricted cash—end of period
Supplemental disclosure:
Cash paid for interest, net of capitalized interest
Supplemental schedule of non-cash investing and financing activities
167,617
6,182
—
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4,164
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15
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8,922
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(8,921)
2,385
3,108
101,524
197,769
(564,805)
(34,584)
(794)
207,943
—
242
(4,916)
(110,287)
(507,201)
894,500
(1,065,000)
150,000
175,000
(1,843)
—
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(4,465)
—
(158,869)
390,447
(1,524)
(4,401)
303,845
(5,587)
28,129
22,542
46,364
$
$
$
$
150,881
1,879
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1,897
4,583
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2
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(24,242)
9,547
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(9,103)
514
3,850
129,898
162,098
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(45,790)
—
65,075
1,796
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255
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(571,635)
677,500
(434,500)
—
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—
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(15)
(141,006)
427,542
(969)
(6,012)
415,861
6,324
21,805
28,129
40,685
$
$
Issuance of units for acquisitions of land and building and improvements and deferred leasing intangibles
Additions to building and other capital improvements
Transfer of other assets to building and other capital improvements
Acquisitions of land and buildings and improvements
Acquisitions of deferred leasing intangibles
Partial disposal of building due to involuntary conversion of building
Investing other receivables due to involuntary conversion of building
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and
other liabilities
$
Additions to building and other capital improvements from non-cash compensation
$
Assumption of mortgage notes
Fair market value adjustment to mortgage notes acquired
$
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities $
$
Reclassification of preferred stock called for redemption to liability
$
Dividends and distributions accrued
$
$
$
$
$
$
$
$
— $
— $
— $
(840) $
(48) $
— $
— $
18,558
$
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158
$
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(2,079) $
363
$
(363) $
147
$
(7,125) $
(25) $
— $
— $
$
40
$
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$
13,754
(26) $
— $
— $
(15) $
— $
$
11,880
125,444
16,845
—
1,632
6,213
(1,817)
3
3,261
(61,823)
9,729
(1,435)
(4,580)
6,161
567
100,200
135,788
(377,559)
(30,485)
(158)
152,079
—
—
(560)
(89,576)
(346,259)
513,000
(541,000)
150,000
—
(70,444)
75,000
(69,000)
(715)
(3,278)
(117,441)
282,669
—
(6,921)
211,870
1,399
20,406
21,805
39,367
—
(1,175)
—
(3,572)
(1,008)
779
(779)
(1,455)
(18)
4,037
75
26
—
9,728
The accompanying notes are an integral part of these consolidated financial statements.
F-8
STAG Industrial, Inc.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition, ownership, and
operation of single-tenant, industrial properties throughout the United States. The Company was formed as a Maryland corporation
and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is structured as an umbrella partnership REIT,
commonly called an UPREIT, and owns substantially all of its properties and conducts substantially all of its business through its
operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).
As of December 31, 2018 and 2017, the Company owned a 96.5% and 95.9%, respectively, common equity interest in the Operating
Partnership. The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership. As used
herein, the “Company” refers to STAG Industrial, Inc. and its consolidated subsidiaries and partnerships, including the Operating
Partnership, except where context otherwise requires.
As of December 31, 2018, the Company owned 390 buildings in 37 states with approximately 76.8 million rentable square feet
(square feet unaudited herein and throughout the Notes), consisting of 323 warehouse/distribution buildings, 58 light manufacturing
buildings, and nine flex/office buildings. The Company’s buildings were approximately 95.5% leased (unaudited) to 349 tenants
(unaudited) as of December 31, 2018.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership and their
subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling Common Units.”
These Noncontrolling Common Units are held by other limited partners in the form of common units ("Other Common Units")
and long term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as
amended (the “2011 Plan”). All significant intercompany balances and transactions have been eliminated in the consolidation of
entities. The financial statements of the Company are presented on a consolidated basis for all periods presented.
Reclassifications and New Accounting Pronouncements
Certain prior year amounts have been reclassified to conform to the current year presentation.
New Accounting Standards Adopted
In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The purpose of this updated
guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities.
This standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those years, with early
adoption permitted, and the Company adopted this standard effective January 1, 2018 using the modified retrospective transition
method. The adoption of this standard resulted in a cumulative effect adjustment of approximately $0.3 million recorded as an
increase to cumulative dividends in excess of earnings and an increase to accumulated other comprehensive income as of January
1, 2018 in the accompanying Consolidated Statements of Equity.
In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting, which provides
updated guidance about which changes to the terms or conditions of a share-based payment award would require an entity to apply
modification accounting under the topic. This standard is effective for fiscal years beginning after December 15, 2017 and interim
periods within those years, and the Company adopted this standard prospectively effective January 1, 2018. The adoption of this
standard did not have a material effect on the Company's consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets
(Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,
which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers.
The new standard was issued as part of the new revenue standard (ASU 2014-09, as discussed below), and defines “in substance
nonfinancial asset,” unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales
F-9
of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of
nonfinancial assets to joint ventures. As a result of the new guidance, the guidance specific to real estate sales in Subtopic 360-20
was eliminated, and sales and partial sales of real estate assets will now be subject to the same derecognition model as all other
nonfinancial assets. This standard is effective at the same time an entity adopts ASU 2014-09, which the Company adopted effective
January 1, 2018. The Company adopted this standard effective January 1, 2018 using the modified retrospective approach. The
adoption of this standard did not have a material effect on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The
new standard provides a screen to determine when a set of assets and activities is not a business. The screen requires that when
substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group
of similar identifiable assets, the set is not a business. This standard is effective for annual periods beginning after December 15,
2017 and interim periods within those periods, and the Company adopted this standard prospectively effective January 1, 2018.
As a result, it is expected that the majority of the Company's acquisitions will be accounted for as asset acquisitions, whereas under
the former guidance the majority of the Company's acquisitions had been accounted for as business combinations. The most
significant difference between the two accounting models that impacts the Company's consolidated financial statements is that in
an asset acquisition, property acquisition costs are generally a component of the consideration transferred to acquire a group of
assets and are capitalized as a component of the cost of the assets, whereas in a business combination, property acquisition costs
are expensed and not included as part of the consideration transferred.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard
requires that the statement of cash flows explain the changes during the period in the total of cash, cash equivalents, and amounts
generally described as restricted cash or restricted cash equivalents. This standard is effective for fiscal years beginning after
December 15, 2017 and the Company adopted this standard effective January 1, 2018. As a result, the Company has included
restricted cash with cash and cash equivalents when reconciling the beginning and end of period total amounts on the accompanying
Consolidated Statements of Cash Flows. The effects of this standard were applied retrospectively to all prior periods presented.
For the year ended December 31, 2017, the effect of the change in accounting principle was a decrease in cash provided by operating
activities of approximately $0.5 million and an increase in cash used in investing activities of approximately $5.6 million on the
accompanying Consolidated Statements of Cash Flows. For the year ended December 31, 2016, the effect of the change in
accounting principle was an increase in cash provided by operating activities of approximately $0.4 million and a decrease in cash
used in investing activities of approximately $0.9 million on the accompanying Consolidated Statements of Cash Flows.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities
(Subtopic 825-10). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation, and
disclosure of financial instruments. The standard primarily affects the accounting for equity investments, financial liabilities under
the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for the
annual periods beginning after December 31, 2017 and for annual periods and interim periods within those years, and the Company
adopted this standard prospectively effective January 1, 2018. The adoption of this standard did not have a material effect on the
Company's consolidated financial statements, as its only effect was related to certain disclosures in the notes to the consolidated
financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a
comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services
to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally,
the new revenue guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash
flows arising from contracts with customers. The Company adopted this standard effective January 1, 2018 using the modified
retrospective approach. The adoption of this standard did not have a material effect on the Company's consolidated financial
statements.
New Accounting Standards Issued but not yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and various subsequent ASU’s, which sets out the principles
for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). Topic
842 supersedes the previous leases standard, Topic 840, Leases. The new standard requires lessees to apply a dual approach,
classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed
purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method
or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right of use asset and a lease
F-10
liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or
less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for
leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and
operating leases. ASU 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has certain
operating and land lease arrangements for which it is the lessee, which will result in the recording of a right of use asset and the
related lease liability. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within
those fiscal years, with early adoption permitted. The new standard must be adopted using the modified retrospective transition
method by recognizing a cumulative effect adjustment to the opening balance of cumulative dividends in excess of earnings, by
either applying the new guidance at the beginning of the earliest comparative period or by applying the new guidance at the adoption
date. The Company intends to adopt available practical expedients which allows the Company to 1) not reassess whether any
expired or existing contracts are or contain leases; 2) not reassess the lease classification for any expired or existing leases; and
3) not reassess initial direct costs for any existing leases. Upon the Company's adoption of ASU 2016-02 on January 1, 2019, the
Company expects to record a right of use asset of approximately $16 million and a related lease liability of approximately $18
million on the accompanying Consolidated Balance Sheets.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which the Company adopted
on January 1, 2018, as discussed in “New Accounting Standards Adopted” above. Lease contracts with customers, which constitute
a vast majority of the Company’s revenues, are specifically excluded from the model’s scope. However, once the new leases
standard under ASU 2016-02 is adopted by the Company, the new revenue standard may apply to executory costs and other
components of revenue due under leases that are deemed to be non-lease components (such as common area maintenance and
provision of utilities), even when the revenue for such activities is not separately stipulated in the lease. In that case, revenue from
these items previously recognized on a straight-line basis under current lease guidance would be recognized under the new revenue
guidance as the related services are delivered. As a result, while the total revenue recognized over time would not differ under the
new guidance, the recognition pattern may be different. In July 2018, the FASB issued ASU 2018-11 which amends Topic 842,
Leases, and provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from
the associated lease component and, instead, to account for those components as a single component if the non-lease components
otherwise would be accounted for under the new revenue guidance and both of the following are met: i) the timing and pattern of
transfer of the non-lease component(s) and associated lease component are the same; and ii) the lease component, if accounted
for separately, would be classified as an operating lease. Under this new expedient, if the non-lease components associated with
the lease component are the predominant component of the combined component, a company should account for the combined
component in accordance with Topic 606. Otherwise, the company should account for the combined component as an operating
lease in accordance with Topic 842. In December 2018, the FASB issued ASU 2018-20 which amends Topic 842, Leases, and
allows lessors to continue to exclude from revenue the lessor costs that are paid by lessees directly to third parties. The Company
plans to adopt the standard using the practical expedient, and the adoption of ASU 2016-02 on January 1, 2019 is not expected to
materially impact the Company's consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Rental Property and Deferred Leasing Intangibles
Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are
expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.
The Company capitalizes costs directly and indirectly related to the development, pre-development, redevelopment, or improvement
of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related
costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is
substantially completed. Such costs begin to be capitalized to the development projects from the point the Company is undergoing
the necessary activities to get the development project ready for its intended use and cease when the development projects are
substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the
period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average
borrowing rate of the Company's unsecured indebtedness during the period.
F-11
For properties classified as held for sale, the Company ceases depreciating and amortizing the rental property and values the rental
property at the lower of depreciated and amortized cost or fair value less costs to dispose. The Company presents those properties
classified as held for sale with any qualifying assets and liabilities associated with those properties as held for sale in the
accompanying Consolidated Balance Sheets.
The Company allocates the purchase price of business combinations or asset acquisitions of properties based upon the fair value
of the assets and liabilities acquired, which generally consist of land, buildings, tenant improvements, mortgage debt assumed,
and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships.
The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The portion
of the purchase price that is allocated to above and below market leases is valued based on the present value of the difference
between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease term plus
the term of any bargain renewal options. The purchase price is further allocated to in-place lease values and tenant relationships
based on the Company's evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective
tenant.
The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place
lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the respective
lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for
bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently terminates its
lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-place lease value
and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease term.
The purchase price allocated to deferred leasing intangible assets are included in rental property, net on the accompanying
Consolidated Balance Sheets and the purchase price allocated to deferred leasing intangible liabilities are included in deferred
leasing intangibles, net on the accompanying Consolidated Balance Sheets under the liabilities section.
In determining the fair value of the debt assumed, the Company discounts the spread between the future contractual interest
payments and hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market
value debt adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective
interest method.
Using information available at the time of acquisition, the Company allocates the total consideration to tangible assets and liabilities
and identified intangible assets and liabilities. The Company may adjust the preliminary purchase price allocations after obtaining
more information about asset valuations and liabilities assumed.
The Company evaluates the carrying value of all tangible and intangible rental property assets and deferred leasing intangible
liabilities held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying
value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be
derived from the asset and the ultimate sale of the asset. If such cash flows are less than the asset’s carrying value, an impairment
charge is recognized to the extent by which the asset’s carrying value exceeds the estimated fair value. Estimating future cash
flows is highly subjective and is based in part on assumptions regarding anticipated hold period, future occupancy, rental rates,
capital requirements, and exit capitalization rates that could differ from actual results. The discount rate used to present value the
cash flows for determining fair value is also subjective.
Depreciation expense is computed using the straight-line method based on the following estimated useful lives.
Description
Building
Building and land improvements
Tenant improvements
Estimated Useful Life
40 Years
Up to 20 years
Shorter of useful life or terms of related lease
Fully depreciated or amortized assets or liabilities and the associated accumulated depreciation or amortization are written-off.
The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, and deferred
leasing intangible liabilities of approximately $1.3 million, $113.1 million, $4.3 million, respectively, for the year ended
December 31, 2018 and approximately $2.2 million, $30.0 million, $1.5 million, respectively, for the year ended December 31,
2017.
F-12
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or
less. The Company maintains cash and cash equivalents in United States banking institutions that may exceed amounts insured
by the Federal Deposit Insurance Corporation. While the Company monitors the cash balances in its operating accounts, these
cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial
markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts, and mitigates this risk
by using nationally recognized banking institutions.
Restricted Cash
Restricted cash may include tenant security deposits, cash held in escrow for real estate taxes and capital improvements as required
in various mortgage note agreements, and cash held by the Company’s transfer agent for preferred stock dividends that are distributed
subsequent to period end. Restricted cash may also include cash held by qualified intermediaries to facilitate a like-kind exchange
of real estate under Section 1031 of the Code. The following table presents a reconciliation of cash and cash equivalents and
restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying Consolidated
Statements of Cash Flows.
Reconciliation of cash and cash equivalents and restricted cash (in thousands)
Cash and cash equivalents
Restricted cash
Total cash and cash equivalents and restricted cash
December 31, 2018
December 31, 2017
$
$
7,968
14,574
22,542
$
$
24,562
3,567
28,129
Tenant Accounts Receivable, net
Tenant accounts receivable, net on the accompanying Consolidated Balance Sheets includes both tenant accounts receivable, net
and accrued rental income, net. The Company provides an allowance for doubtful accounts against the portion of tenant accounts
receivable that is estimated to be uncollectible. As of December 31, 2018 and 2017, the Company had an allowance for doubtful
accounts of approximately $0.8 million and $0.1 million, respectively.
The Company accrues rental income earned, but not yet receivable, in accordance with GAAP. As of December 31, 2018 and 2017,
the Company had accrued rental income, net of allowance of approximately $32.4 million and $24.7 million, respectively. The
Company maintains an allowance for estimated losses that may result from those revenues, which as of December 31, 2018 and
2017, was approximately $0 and $0.2 million, respectively.
As of December 31, 2018 and 2017, the Company had approximately $18.3 million and $12.7 million, respectively, of total lease
security deposits available in the form of existing letters of credit, which are not reflected on the accompanying Consolidated
Balance Sheets. As of December 31, 2018 and 2017, the Company had approximately $0.7 million and $0.7 million, respectively,
of lease security deposits available in cash, which are included in restricted cash on the accompanying Consolidated Balance
Sheets. The Company's remaining lease security deposits are commingled in cash and cash equivalents. These funds may be used
to settle tenant accounts receivables in the event of a default under the related lease. As of December 31, 2018 and December 31,
2017, the Company's total liability associated with these lease security deposits was approximately $8.4 million and $8.1 million,
respectively, and is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.
Deferred Costs
Deferred financing fees and debt issuance costs include costs incurred in obtaining debt that are capitalized and are presented as
a direct deduction from the carrying amount of the associated debt liability that is not a line-of-credit arrangement on the
accompanying Consolidated Balance Sheets. Deferred financing fees and debt issuance costs related to line-of-credit arrangements
are presented as an asset in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The deferred
financing fees and debt issuance costs are amortized through interest expense over the life of the respective loans on a basis which
approximates the effective interest method. Any unamortized amounts upon early repayment of debt are written off in the period
of repayment as a loss on extinguishment of debt. Fully amortized deferred financing fees and debt issuance costs are written off
upon maturity of the underlying debt.
F-13
Leasing commissions include commissions, compensation costs of leasing personnel, and other direct and incremental costs
incurred to obtain new tenant leases as well as to renew existing tenant leases, and are presented in prepaid expenses and other
assets on the accompanying Consolidated Balance Sheets. Leasing commission are capitalized and amortized over the terms of
the related leases (and bargain renewal terms or assumed exercise of early termination options) using the straight-line method. If
a lease terminates prior to the expiration of its initial term, any unamortized costs related to the lease are accelerated into amortization
expense. Changes in leasing commissions are presented in the cash flows from operating activities section of the accompanying
Consolidated Statements of Cash Flows.
Goodwill
The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible
assets) and liabilities assumed is recorded as goodwill. Goodwill of the Company of approximately $4.9 million represents amounts
allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other
assets on the accompanying Consolidated Balance Sheets. The Company’s goodwill has an indeterminate life and is not amortized,
but is tested for impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate
that the asset might be impaired. The Company takes a qualitative approach to consider whether an impairment of goodwill exists
prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. The Company has recorded
no impairments to goodwill through December 31, 2018.
Use of Derivative Financial Instruments
The Company records all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for changes
in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a
derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria
necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value
of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of
gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in
a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks,
even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
In accordance with fair value measurement guidance, the Company made an accounting policy election to measure the credit risk
of its derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio.
Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. The Company minimizes the credit
risk in its derivative financial instruments by entering into transactions with various high-quality counterparties. The Company’s
exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance
Sheets.
Fair Value of Financial Instruments
Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps, accounts
payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. See Note 4 for
the fair value of the Company’s indebtedness. See Note 5 for the fair value of the Company’s interest rate swaps.
The Company adopted fair value measurement provisions for its financial instruments recorded at fair value. The guidance
establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1,
defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own assumptions.
F-14
Offering Costs
Underwriting commissions and direct offering costs have been reflected as a reduction of additional paid-in capital on the
accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. Indirect costs associated with equity offerings
are expensed as incurred and included in general and administrative expenses on the accompanying Consolidated Statements of
Operations.
Dividends
Earnings and profits, which determine the taxability of dividends to stockholders, will differ from income reported for financial
reporting purposes due to the differences for federal income tax purposes in the treatment of gains on the sale of real property,
revenue and expense recognition, and in the estimated useful lives and basis used to compute depreciation. In addition, the
Company's distributions include a return of capital. To the extent that the Company makes distributions in excess of its current
and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax
purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital may not be taxable. A return of capital has
the effect of reducing the holder's adjusted tax basis in its investment, which may or may not be taxable to the holder.
The Company paid approximately $5.2 million ($1.88125 per share) of the 9.0% Series A Cumulative Redeemable Preferred Stock
("Series A Preferred Stock") dividends for the year ended December 31, 2016, that were treated as ordinary income for tax purposes.
The Company paid approximately $2.4 million ($0.87413 per share) of the 6.625% Series B Cumulative Redeemable Preferred
Stock ("Series B Preferred Stock") dividends, of which $0.71493 per share was treated as ordinary income for tax purposes,
$0.07521 per share was treated as unrecaptured section 1250 capital gain for tax purposes, and $0.08399 per share was treated as
other capital gain for income tax purposes for the year ended December 31, 2018. The Company paid approximately $4.6 million
($1.65625 per share) and $4.6 million ($1.65625 per share) of the Series B Preferred Stock dividends for the years ended
December 31, 2017 and 2016, respectively, that were treated as ordinary income for tax purposes.
The Company paid approximately $5.2 million ($1.71875 per share) of the 6.875% Series C Cumulative Redeemable Preferred
Stock ("Series C Preferred Stock") dividends, of which $1.40573 per share was treated as ordinary income for tax purposes,
$0.14789 per share was treated as unrecaptured section 1250 capital gain for tax purposes, and $0.16513 per share was treated as
other capital gain for income tax purposes for the year ended December 31, 2018. The Company paid approximately $5.2 million
($1.71875 per share) and $4.1 million ($1.355905 per share) of the Series C Preferred Stock dividends for the years ended
December 31, 2017 and 2016, respectively, that were treated as ordinary income for tax purposes.
The tax treatment of dividends per common share for federal income tax purposes is as follows.
2018
Year ended December 31,
2017
2016
Federal Income Tax Treatment of Dividends per Common Share
Ordinary income
Return of capital
Unrecaptured section 1250 capital gain
Other capital gain
Total (1)
(1) The December 2016 monthly common stock dividend of $0.115833 per share was included in the stockholder’s 2017 tax year. The December
Per Share
%
68.8 % $ 0.944038
0.445125
31.2 %
—
— %
—
— %
100.0% $ 1.389163
Per Share
%
74.1 % $ 0.965483
0.437852
—
—
100.0% $ 1.403335
Per Share
$ 1.051783
0.133170
0.110647
0.123563
$ 1.419163
9.4 %
7.8 %
8.7 %
%
68.0 %
32.0 %
— %
— %
100.0%
2017 monthly common stock dividend of $0.1175 per share was included in the stockholder’s 2018 tax year. The December 2018 monthly common stock
dividend of $0.118333 per share will be included in the stockholder’s 2019 tax year.
Revenue Recognition
All current leases are classified as operating leases and rental income is recognized on a straight-line basis over the term of the
lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably
assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to
accrued rental income. Additional rents from expense reimbursements for insurance, real estate taxes and certain other expenses
are recognized in the period in which the related expenses are incurred.
F-15
Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and
the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is
substantially complete and ready for its intended use, the Company determines whether the Company or the tenant own the tenant
improvements. When it is determined that the Company is the owner of the tenant improvements, rental income recognition begins
when the tenant takes possession of or controls the physical use of the finished space, which is generally when the Company owned
tenant improvements are completed. In instances when it is determined that the tenant is the owner of tenant improvements, rental
income recognition begins when the tenant takes possession of or controls the physical use of the leased space.
When the Company is the owner of tenant improvements or other capital items, the cost to construct the tenant improvements or
other capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant improvements
or other capital items, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized
on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related lease.
The Company earned revenue from asset management fees, which are included on the accompanying Consolidated Statements of
Operations in other income. The Company recognized revenue from asset management fees when the related fees were earned
and were realized or realizable. As of December 31, 2017, the Company no longer earned revenue from asset management fees.
Tenant Recoveries
By the terms of their leases, certain tenants are obligated to pay directly the costs of their properties’ insurance, real estate taxes,
ground lease payments, and certain other expenses, and these costs are not reflected on the Company’s consolidated financial
statements. The Company does not recognize recovery revenue related to leases where the tenant has assumed the cost for real
estate taxes, insurance, ground lease payments and certain other expenses. To the extent any tenant is responsible for these costs
under its respective lease defaults on its lease or it is deemed probable that the tenant will fail to pay for such costs, the Company
will record a liability for such obligation. The Company estimates that real estate taxes, which are the responsibility of these certain
tenants, were approximately $15.0 million, $12.4 million and $10.9 million for the years ended December 31, 2018, 2017 and
2016, respectively. These amounts would have been the maximum real estate tax expense of the Company, excluding any penalties
or interest, had the tenants not met their contractual obligations for these periods.
Termination Income
Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination
to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.
On December 21, 2016, the tenant at the Golden, CO property exercised its early lease termination option per the terms of the
lease agreement. The option provided that the tenant's lease terminate effective December 31, 2017 and required the tenant to pay
a termination fee of approximately $0.9 million. The termination fee was recognized on a straight-line basis from December 21,
2016 through the relinquishment of the space on December 31, 2017. The termination fee income of approximately $0.8 million
and $0.1 million is included in rental income on the accompanying Consolidated Statements of Operations for the years ended
December 31, 2017 and 2016, respectively.
Gain on the Sales of Rental Property, net
The timing of the derecognition of a rental property and the corresponding recognition of gain on the sales of rental property, net
is measured by various criteria related to the terms of the sale transaction, and if the Company has lost control of the property and
the acquirer has gained control of the property after the transaction. If the derecognition criteria is met, the full gain is recognized.
Incentive and Equity-Based Employee Compensation Plans
The Company grants equity-based compensation awards to its employees and directors in the form of restricted shares of common
stock, LTIP units, and outperformance programs and performance units (outperformance programs and performance units are
collectively, "Performance-based Compensation Plans"). See Notes 6, 7 and 8 for further discussion of restricted shares of common
stock, LTIP units, and Performance-based Compensation Plans, respectively. The Company measures equity-based compensation
expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period, and
forfeitures are recognized in the period in which they occur.
F-16
Taxes
Federal Income Taxes
The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended December 31, 2011 and
intends to continue to qualify as a REIT. As a REIT, the Company is generally not subject to corporate level federal income tax
on the earnings distributed currently to its stockholders that it derives from its REIT qualifying activities. As a REIT, the Company
is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed
by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.
The Company will not be required to make distributions with respect to income derived from the activities conducted through
subsidiaries that the Company elects to treat as taxable REIT subsidiaries (“TRS”) for federal income tax purposes, nor will it
have to comply with income, assets, or ownership restrictions inside of the TRS. Certain activities that the Company undertakes
must or should be conducted by a TRS, such as performing non-customary services for its tenants and holding assets that it cannot
hold directly. A TRS is subject to federal and state income taxes. The Company's TRS recognized a net loss of approximately $0.1
million, $0.4 million and $0.1 million, for the years ended December 31, 2018, 2017 and 2016, respectively, which has been
included on the accompanying Consolidated Statements of Operations.
The following table reconciles net income to taxable income for the years ended December 31, 2018, 2017 and 2016.
Year ended December 31,
2017
$
$
$
2016
2018
Reconciliation of Net Income to Taxable Income (in thousands)
Net income
Book/tax differences from depreciation and amortization
Above/below market lease amortization
Loss on impairments
Book/tax difference on termination income
Book/tax difference on property acquisition costs
Book/tax difference on extinguishment of debt
Book/tax difference on accrued bonus payment
Book/tax difference on bad debt expense
Book/tax difference on non-cash compensation
Book/tax difference on gain on the sales of rental property, net
Straight-line rent adjustments, net
Book/tax difference on non-cash portion of interest expense
Book/tax difference on prepaid rent of Sec. 467 leases
Book/tax difference on gain on involuntary conversion
Other book/tax differences, net
Loss attributable to noncontrolling interest
Taxable income subject to distribution requirement(1)
(1) The Company distributed in excess of 100% of its taxable income to its stockholders during the years ended December 31, 2018, 2017 and 2016, respectively.
96,245
82,392
4,164
6,182
(134)
—
—
(50)
660
3,857
(43,471)
(11,029)
2,316
545
—
257
(5,286)
136,648
35,588
66,763
6,213
16,845
678
4,498
(17)
1,170
83
7,188
(53,580)
(2,495)
1,631
(274)
—
284
(4,069)
80,506
32,200
80,416
4,583
1,879
(786)
5,262
15
745
(91)
6,270
(26,134)
(6,689)
1,897
(122)
(325)
465
(4,572)
95,013
$
$
$
State and Local Income, Excise, and Franchise Tax
The Company and certain of its subsidiaries are subject to certain state and local income, excise and franchise taxes. Taxes in the
amount of approximately $0.9 million, $1.0 million and $1.0 million have been recorded in other expenses on the accompanying
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016, respectively.
Uncertain Tax Positions
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained based
solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The measurement of a
tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model
under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon
ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of December 31, 2018,
2017 and 2016, there were no liabilities for uncertain tax positions.
F-17
Earnings Per Share
The Company uses the two-class method of computing earnings per common share, which is an earnings allocation formula that
determines earnings per share for common stock and any participating securities according to dividends declared (whether paid
or unpaid) and participation rights in undistributed earnings. Basic net income per common share is computed by dividing net
income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted
net income per common share is computed by dividing net income available to common stockholders by the sum of the weighted
average number of common shares outstanding and any dilutive securities for the period.
Segment Reporting
The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and making
operating decisions and, accordingly, has only one reporting and operating segment.
Concentrations of Credit Risk
Concentrations of credit risk relevant to the Company may arise when a number of financing arrangements, including revolving
credit facilities or derivatives, are entered into with the same lenders or counterparties, and have similar economic features that
would cause their inability to meet contractual obligations. The Company mitigates the concentration of credit risk as it relates to
financing arrangements by entering into loan syndications with multiple, reputable financial institutions and diversifying its debt
counterparties. The Company also reduces exposure by diversifying its derivatives across multiple counterparties who meet
established credit and capital guidelines.
Concentrations of credit risk may also arise when the Company enters into leases with multiple tenants concentrated in the same
industry, or into a significant lease or multiple leases with a single tenant, or tenants are located in the same geographic region, or
have similar economic features that would cause their inability to meet contractual obligations, including those to the Company,
to be similarly affected. The Company regularly monitors its tenant base to assess potential concentrations of credit risk through
financial statement review, tenant management calls, and press releases. Management believes the current credit risk portfolio is
reasonably well diversified and does not contain any unusual concentration of credit risk.
3. Rental Property
The following table summarizes the components of rental property, net as of December 31, 2018 and 2017.
$
December 31, 2018 December 31, 2017
321,560
$
1,756,579
30,138
143,170
2,877
313,253
2,567,577
364,023
2,082,781
30,704
168,229
3,949
342,015
2,991,701
$
$
Rental Property, net (in thousands)
Land
Buildings, net of accumulated depreciation of $199,497 and $160,281, respectively
Tenant improvements, net of accumulated depreciation of $36,450 and $32,714, respectively
Building and land improvements, net of accumulated depreciation of $80,983 and $56,062, respectively
Construction in progress
Deferred leasing intangibles, net of accumulated amortization of $246,502 and $280,642, respectively
Total rental property, net
F-18
Acquisitions
The following tables summarize the acquisitions of the Company during the years ended December 31, 2018 and 2017.
Market (1)
Greenville/Spartanburg, SC
Minneapolis/St Paul, MN
Philadelphia, PA
Houston, TX
Greenville/Spartanburg, SC
Three months ended March 31, 2018
Chicago, IL
Milwaukee/Madison, WI
Pittsburgh, PA
Detroit, MI
Minneapolis/St Paul, MN
Cincinnati/Dayton, OH
Baton Rouge, LA
Las Vegas, NV
Greenville/Spartanburg, SC
Denver, CO
Cincinnati/Dayton, OH
Charlotte, NC
Houston, TX
Three months ended June 30, 2018
Knoxville, TN
Pittsburgh, PA
Raleigh/Durham, NC
Detroit, MI
Des Moines, IA
McAllen/Edinburg/Pharr, TX
Pittsburgh, PA
Minneapolis/St Paul, MN
Milwaukee/Madison, WI
Milwaukee/Madison, WI
Chicago, IL
Indianapolis, IN
Augusta/Richmond County, GA
Charlotte, NC
Three months ended September 30, 2018
Greensboro/Winston-Salem, NC
Minneapolis/St Paul, MN
Baltimore, MD
Greenville/Spartanburg, SC
Philadelphia, PA
Detroit, MI (2)
Milwaukee/Madison, WI
Pittsburgh, PA
Tucson, AZ
Detroit, MI
Greenville/Spartanburg, SC
Milwaukee/Madison, WI
Milwaukee/Madison, WI
Chicago, IL
Indianapolis, IN
Pittsburgh, PA
Three months ended December 31, 2018
Year ended December 31, 2018
Year ended December 31, 2018
Date Acquired
Square Feet
Buildings
Purchase Price
(in thousands)
January 11, 2018
January 26, 2018
February 1, 2018
February 22, 2018
March 30, 2018
April 23, 2018
April 26, 2018
April 30, 2018
May 9, 2018
May 15, 2018
May 23, 2018
May 31, 2018
June 12, 2018
June 15, 2018
June 18, 2018
June 25, 2018
June 29, 2018
June 29, 2018
July 10, 2018
August 2, 2018
August 2, 2018
August 6, 2018
August 8, 2018
August 9, 2018
August 15, 2018
August 24, 2018
September 28, 2018
September 28, 2018
September 28, 2018
September 28, 2018
September 28, 2018
September 28, 2018
October 22, 2018
October 22, 2018
October 23, 2018
November 7, 2018
November 19, 2018
November 26, 2018
December 3, 2018
December 11, 2018
December 13, 2018
December 14, 2018
December 17, 2018
December 18, 2018
December 19, 2018
December 19, 2018
December 20, 2018
December 20, 2018
203,000
145,351
278,582
242,225
222,710
1,091,868
169,311
53,680
175,000
274,500
509,910
158,500
279,236
122,472
131,805
64,750
465,136
69,200
252,662
2,726,162
106,000
265,568
365,000
439,150
121,922
270,084
200,500
120,606
100,800
174,633
105,637
478,721
203,726
301,000
3,253,347
128,287
109,444
60,000
210,891
101,869
—
162,230
119,161
129,047
285,306
726,500
288,201
112,144
195,415
446,500
179,394
3,254,389
10,325,766
1
1
1
2
1
6
2
1
1
1
2
1
1
1
1
1
1
1
1
15
1
1
1
1
1
1
1
1
1
2
1
1
1
1
15
1
1
1
1
1
—
1
1
1
2
1
2
1
1
1
1
17
53
$
$
10,755
13,538
18,277
22,478
13,773
78,821
10,975
4,316
15,380
19,328
26,983
7,317
21,379
17,920
5,621
7,044
16,421
5,446
27,170
185,300
6,477
19,186
21,067
21,077
6,053
18,523
11,327
8,422
7,484
13,288
6,368
29,085
9,379
16,807
194,543
8,376
8,064
7,538
11,289
7,074
620
14,132
15,502
10,075
20,095
28,995
14,586
5,349
16,134
33,314
16,725
217,868
676,532
(1) As defined by CoStar Realty Information Inc. If the building is located outside of a CoStar defined market, the city and state is reflected.
(2) The Company acquired a vacant land parcel.
F-19
Market (1)
Jacksonville, FL
Reno/Sparks, NV
Charlotte, NC
Northern New Jersey, NJ
Westchester/So Connecticut, NY/CT
Cleveland, OH
Detroit, MI
Three months ended March 31, 2017
Chicago, IL
Greenville/Spartanburg, SC
Cincinnati/Dayton, OH
Chicago, IL
San Diego, CA
Kansas City, MO
Philadelphia, PA
Cincinnati/Dayton, OH
Charlotte, NC
Laredo, TX
Pittsburgh, PA
Chicago, IL
Westchester/So Connecticut, NY/CT
Dallas/Ft Worth, TX
Houston, TX
Philadelphia, PA
Minneapolis/St Paul, MN
Detroit, MI
Three months ended June 30, 2017
Atlanta, GA
Philadelphia, PA
Philadelphia, PA
St. Louis, MO
Detroit, MI
Columbus, OH
Las Vegas, NV
Charlotte, NC
Philadelphia, PA
Three months ended September 30, 2017
Omaha/Council Bluffs, NE-IA
Columbus, OH
Greenville/Spartanburg, SC
Columbia, SC
Phoenix, AZ
El Paso, TX
Houston, TX
Boston, MA
Milwaukee/Madison, WI
Three months ended December 31, 2017
Year ended December 31, 2017
Year ended December 31, 2017
Date Acquired
Square Feet
Buildings
Purchase Price
(in thousands)
January 17, 2017
January 20, 2017
January 26, 2017
January 31, 2017
February 23, 2017
March 10, 2017
March 20, 2017
April 11, 2017
April 20, 2017
May 4, 2017
May 10, 2017
May 31, 2017
June 1, 2017
June 6, 2017
June 6, 2017
June 8, 2017
June 13, 2017
June 16, 2017
June 26, 2017
June 27, 2017
June 28, 2017
June 29, 2017
June 29, 2017
June 29, 2017
June 30, 2017
August 2, 2017
September 6, 2017
September 7, 2017
September 25, 2017
September 29, 2017
September 29, 2017
September 29, 2017
September 29, 2017
September 29, 2017
October 23, 2017
November 2, 2017
November 22, 2017
November 29, 2017
December 11, 2017
December 18, 2017
December 18, 2017
December 27, 2017
December 28, 2017
1,025,720
174,763
288,000
183,000
200,000
173,034
290,105
2,334,622
261,075
226,968
569,966
336,204
205,440
270,869
245,749
224,921
275,000
206,810
297,200
102,500
105,000
389,546
232,800
211,358
108,628
303,760
4,573,794
78,000
382,886
437,446
109,854
160,464
468,302
34,916
499,200
123,962
2,295,030
90,000
237,500
264,385
200,000
186,643
498,382
68,300
86,000
283,000
1,914,210
11,117,656
4
1
1
1
1
1
2
11
2
1
1
1
1
1
1
1
1
1
1
1
1
1
3
1
1
1
21
1
1
1
1
1
2
1
1
1
10
1
1
1
1
1
2
1
1
2
11
53
$
$
34,264
8,380
8,250
12,800
12,762
7,622
15,709
99,787
13,850
7,200
29,750
22,867
19,362
16,270
16,000
11,450
6,675
13,500
23,650
5,900
8,200
28,600
25,000
7,950
10,031
19,351
285,606
4,175
18,981
23,950
5,740
8,641
20,597
4,642
25,750
7,250
119,726
6,600
8,717
18,200
10,000
16,500
16,850
8,100
8,125
14,300
107,392
612,511
(1) As defined by CoStar Realty Information Inc. If the building is located outside of a CoStar defined market, the city and state is reflected.
F-20
The following table summarizes the allocation of the consideration paid at the date of acquisition during the years ended
December 31, 2018 and 2017, for the acquired assets and liabilities in connection with the acquisitions identified in the tables
above.
Acquired Assets and Liabilities
Land
Buildings
Tenant improvements
Building and land improvements
Deferred leasing intangibles - In-place leases
Deferred leasing intangibles - Tenant relationships
Deferred leasing intangibles - Above market leases
Deferred leasing intangibles - Below market leases
Deferred leasing intangibles - Above market ground leases
Other assets
Other liabilities
Total purchase price
Year ended December 31, 2018
Year ended December 31, 2017
Purchase price
(in thousands)
Weighted average
amortization period
(years) of intangibles
at acquisition
Purchase price
(in thousands)
Weighted average
amortization period
(years) of intangibles
at acquisition
$
$
59,974
465,272
6,684
33,715
77,803
32,448
10,372
(10,110)
(178)
794
(242)
676,532
N/A $
N/A
N/A
N/A
9.0
11.9
10.6
8.1
48.1
N/A
N/A
$
59,004
413,829
10,044
31,848
62,493
27,056
14,375
(5,222)
(916)
—
—
612,511
N/A
N/A
N/A
N/A
8.3
10.8
10.6
8.5
49.0
N/A
N/A
On May 31, 2017, the Company acquired a property located in San Diego, CA. As partial consideration for the property acquired,
the Company granted 687,827 Other Common Units with a fair value of approximately $18.6 million. For a discussion of the
method used to determine the fair value of the Other Common Units issued, see Note 7.
The table below sets forth the results of operations for the years ended December 31, 2018 and 2017 for the properties acquired
during the years ended December 31, 2018 and 2017, included in the Company’s Consolidated Statements of Operations from the
date of acquisition.
Results of Operations (in thousands)
Year ended December 31, 2018
Year ended December 31, 2017
Total revenue
Property acquisition costs
Net income (loss)
Dispositions
$
$
$
22,099
$
— $
$
4,245
27,918
5,181
(1,473)
During the year ended December 31, 2018, the Company sold 19 buildings comprised of approximately 3.9 million square feet
with a net book value of approximately $135.7 million to third parties. These buildings contributed approximately $12.0 million,
$18.6 million and $15.4 million to revenue for the years ended December 31, 2018, 2017 and 2016, respectively. These buildings
contributed approximately $3.7 million, $5.0 million and $2.7 million to net income (exclusive of gain on involuntary conversion,
loss on impairments, and gain on the sales of rental property, net) for the years ended December 31, 2018, 2017 and 2016,
respectively. Net proceeds from the sales of rental property were approximately $207.9 million and the Company recognized the
full gain on the sales of rental property, net of approximately $72.2 million for the year ended December 31, 2018.
During the year ended December 31, 2017, the Company sold 11 buildings comprised of approximately 1.9 million square feet
with a net book value of approximately $40.9 million to third parties. These buildings contributed approximately $3.8 million and
$7.0 million to revenue for the years ended December 31, 2017 and 2016, respectively. These buildings contributed approximately
$1.5 million and $1.5 million to net income (exclusive of loss on impairment and gain on the sales of rental property, net) for the
years ended December 31, 2017 and 2016, respectively. Net proceeds from the sales of rental property were approximately $65.1
million and the Company recognized a gain on the sales of rental property, net of approximately $24.2 million for the year ended
December 31, 2017. All of the dispositions were accounted for under the full accrual method.
During the year ended December 31, 2016, the Company sold 24 buildings comprised of approximately 4.2 million square feet
with a net book value of approximately $90.3 million to third parties. These buildings contributed approximately $11.2 million to
revenue (exclusive of termination income and acceleration of straight line rent) for the year ended December 31, 2016. These
buildings contributed approximately $1.3 million to net income (exclusive of loss on impairments, loss on extinguishment of debt,
gain on the sales of rental property, net, termination income, and acceleration of straight line rent) for the year ended December 31,
2016. Net proceeds from the sales of rental property were approximately $152.1 million and the Company recognized a gain on
F-21
the sales of rental property, net of approximately $61.8 million for the year ended December 31, 2016. All of the dispositions were
accounted for under the full accrual method.
Involuntary Conversion
During the year ended December 31, 2017, the Company wrote down a building in the amount of approximately $0.8 million,
related to an involuntary conversion event that occurred on September 1, 2016. The cumulative write down of the building since
the involuntary conversion event was approximately $1.5 million as of December 31, 2017. The Company recognized a gain on
involuntary conversion of approximately $0, $0.3 million, and $0 during the years ended December 31, 2018, 2017 and 2016,
respectively.
F-22
Loss on Impairments
The following table summarizes the Company's loss on impairments for assets held and used during the years ended December 31,
2018, 2017 and 2016.
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)
1
1
Buena Vista, VA
Sergeant Bluff, IA
Three months ended March 31, 2018
Chicago, IL
1
1
Cleveland, OH
Three months ended December 31, 2018
Year ended December 31, 2018
1
Cincinnati/Dayton, OH
Three months ended December 31, 2017
Year ended December 31, 2017
Fairfield, VA
Jackson, MS
Jackson, MS
South Bend/Mishawaka, IN
Philadelphia, PA
Cleveland, OH
Baltimore, MD
Three months ended June 30, 2016
Youngstown/Warren/Boardman,
OH-PA
1
1
1
1
1
2
2
1
1
West Michigan, MI
Pensacola, FL
1
Three months ended December 31, 2016
Year ended December 31, 2016
Change in estimated hold period (4) Discounted cash flows
Change in estimated hold period (4) Discounted cash flows
Change in estimated hold period
Change in estimated hold period
Discounted cash flows
Discounted cash flows
Market leasing conditions
(4) Discounted cash flows
Purchase and sale agreement
Purchase and sale agreement
Purchase and sale agreement
Change in estimated hold period (8)
Change in estimated hold period (8)
Change in estimated hold period (8)
(8) Discounted cash flows
Market leasing conditions
(4) Discounted cash flows
Market leasing conditions
Discounted cash flows
Market leasing conditions
Change in estimated hold period (9) Discounted cash flows
Change in estimated hold period
Discounted cash flows
(9)
Change in estimated hold period (9) Discounted cash flows
Discounted cash flows
Change in estimated hold period
(5)
(5)
(6)
(6)
(7)
(10)
(10)
(10)
(10)
(11)
(11)
(11)
$
$
$
$
$
3,176
$
2,934
4,322
7,498
1,543
1,543
$
$
$
$
3,248
6,182
1,879
1,879
$
10,598
$
11,231
$
$
4,360
14,958
$
$
5,614
16,845
(1) As defined by CoStar Realty Information Inc. 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.
(4) This property was sold during the year ended December 31, 2018.
(5) Level 3 inputs used to determine fair value for the properties impaired for the three months ended March 31, 2018: discount rates ranged from 11.0% to
14.5% and exit capitalization rates ranged from 11.0% to 13.0%.
(6) Level 3 inputs used to determine fair value for the properties impaired for the three months ended December 31, 2018: discount rate of 12.0% and exit
capitalization rates ranged from 8.3% to 12.0%.
(7) Level 3 inputs used to determine fair value for the property impaired for the three months ended December 31, 2017: discount rate of 10.0% and exit
capitalization rate of 10.0%.
(8) This property was sold during the year ended December 31, 2016
(9) This property was sold during the year ended December 31, 2017.
(10) Level 3 inputs used to determine fair value for the properties impaired for the three months ended June 30, 2016: discount rates ranged from 8.5% to 13.0%
and exit capitalization rates ranged from 8.5% to 12.0%.
(11) Level 3 inputs used to determine fair value for the properties impaired for the three months ended December 31, 2016: discount rate of 12.0% and exit
capitalization rates ranging from 10.0% to 12.0%.
F-23
Deferred Leasing Intangibles
The following table summarizes the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of
December 31, 2018 and 2017.
December 31, 2018
Accumulated
Amortization
Net
Deferred Leasing Intangibles (in thousands)
Above market leases
Other intangible lease assets
Total deferred leasing intangible assets
Below market leases
Total deferred leasing intangible liabilities
Gross
$
73,122
515,395
$ 588,517
$
$
34,331
34,331
$
$
$
$
(31,059)
(215,443)
(246,502)
$
42,063
299,952
$ 342,015
Gross
$
78,558
515,337
$ 593,895
(12,764)
(12,764)
$
$
21,567
21,567
$
$
34,776
34,776
December 31, 2017
Accumulated
Amortization
$
$
$
$
(36,810)
(243,832)
(280,642)
(13,555)
(13,555)
Net
41,748
271,505
313,253
21,221
21,221
$
$
$
$
The following table sets forth the amortization expense and the net decrease to rental income for the amortization of deferred
leasing intangibles during the years ended December 31, 2018, 2017 and 2016.
Deferred Leasing Intangibles Amortization (in thousands)
Net decrease to rental income related to above and below market lease amortization
Amortization expense related to other intangible lease assets
Year ended December 31,
2017
2016
2018
$
$
4,164
74,370
$
$
4,583
72,936
$
$
6,213
66,291
The following table sets forth the amortization of deferred leasing intangibles over the next five years as of December 31, 2018.
Year
2019
2020
2021
2022
2023
$
$
$
$
$
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)
61,253
51,241
40,381
32,486
26,352
$
$
$
$
$
3,853
3,519
2,194
1,368
1,413
F-24
4. Debt
The following table sets forth a summary of the Company’s outstanding indebtedness, including borrowings under the Company’s
unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of December 31, 2018 and 2017.
Loan
Unsecured credit facility:
Unsecured Credit Facility (3)
Total unsecured credit facility
Unsecured term loans:
Unsecured Term Loan C
Unsecured Term Loan B
Unsecured Term Loan A
Unsecured Term Loan D
Unsecured Term Loan E (4)
Total unsecured term loans
Less: Total unamortized deferred financing fees and debt
issuance costs
Total carrying value unsecured term loans, net
Unsecured notes:
Series F Unsecured Notes
Series A Unsecured Notes
Series D Unsecured Notes
Series G Unsecured Notes
Series B Unsecured Notes
Series C Unsecured Notes
Series E Unsecured Notes
Series H Unsecured Notes
Total unsecured notes
Less: Total unamortized deferred financing fees and debt
issuance costs
Total carrying value unsecured notes, net
Principal
Outstanding as of
December 31, 2018
(in thousands)
Principal
Outstanding as of
December 31, 2017
(in thousands)
Interest
Rate (1)
Maturity
Date
Prepayment
Terms (2)
$
100,500
100,500
$
150,000
150,000
150,000
150,000
—
600,000
(3,640)
596,360
100,000
50,000
100,000
75,000
50,000
80,000
20,000
100,000
575,000
(2,512)
572,488
L + 0.90%
Jan-15-2023
271,000
271,000
150,000
150,000
150,000
L + 1.00%
Sep-29-2020
L + 1.00% Mar-21-2021
L + 1.00% Mar-31-2022
Jan-04-2023
Jan-15-2024
— L + 1.00%
— L + 1.00%
450,000
(3,735)
446,265
100,000
50,000
100,000
—
50,000
80,000
20,000
—
400,000
(1,766)
398,234
3.98 % Jan-05-2023
4.98 % Oct-1-2024
4.32 % Feb-20-2025
4.10 % Jun-13-2025
4.98 %
Jul-1-2026
4.42 % Dec-30-2026
4.42 % Feb-20-2027
4.27 % Jun-13-2028
i
i
i
i
i
i
ii
ii
ii
ii
ii
ii
ii
ii
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan
Thrivent Financial for Lutherans
Total mortgage notes
Add: Total unamortized fair market value premiums
Less: Total unamortized deferred financing fees and debt
issuance costs
56,560
Total carrying value mortgage notes, net
Total / weighted average interest rate (5)
1,325,908
(1) Current interest rate as of December 31, 2018. At December 31, 2018, the one-month LIBOR (“L”) was 2.50269%. 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.
4.31 % Dec-1-2022
4.78 % Dec-15-2023
54,949
3,906
58,855
61
53,216
3,795
57,011
50
58,282
1,173,781
3.56%
(501)
(634)
iii
iv
$
$
(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; and (iv) pre-payable without penalty three months prior to the maturity date.
(3) 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 $3.2 million and $1.5 million are included in prepaid expenses and other assets on the accompanying Consolidated
Balance Sheets as of December 31, 2018 and 2017, respectively.
(4) Capacity of $175.0 million, which the Company has until July 25, 2019 to draw.
(5) The weighted average interest rate was calculated using the fixed interest rate swapped on the current 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.
The aggregate undrawn nominal commitment on the unsecured credit facility and term loans as of December 31, 2018 was
approximately $568.9 million, including issued letters of credit. The Company's actual borrowing capacity at any given point in
time may be less and is restricted to a maximum amount based on the Company's debt covenant compliance. Total accrued interest
for the Company's indebtedness was approximately $5.9 million and $5.6 million as of December 31, 2018 and 2017, respectively,
and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.
F-25
The table below sets forth the costs included in interest expense related to the Company's debt arrangements on the accompanying
Consolidated Statement of Operations for the years ended December 31, 2018, 2017 and 2016.
Costs Included in Interest Expense (in thousands)
Amortization of deferred financing fees and debt issuance costs and fair market value premiums
Facility, unused, and other fees
$
$
Year ended December 31,
2017
2016
2018
2,316
1,246
$
$
2,087
1,169
$
$
1,698
1,380
2018 Debt Activity
On December 20, 2018, upon the Company obtaining its second investment grade rating, the spread over the applicable rate on
the Company's unsecured credit facility and unsecured term loans changed from being based upon the Company's consolidated
leverage ratio, as defined in the respective loan agreements, to being based upon the Company's debt rating, as defined in the
respective loan agreements.
On July 26, 2018, the Company closed on the refinancing of its unsecured credit facility. The refinancing transaction included
extending the maturity date to January 15, 2023, increasing the capacity to $500.0 million, and reducing the annual interest rate.
As of December 31, 2018, the interest rate on the unsecured credit facility was LIBOR plus a spread of 0.90% based on the
Company’s debt rating, as defined in the credit agreement. The Company recognized a loss of approximately $13,000 as a result
of the acceleration of unamortized deferred financing fees, which is included in loss on extinguishment of debt in the accompanying
Consolidated Statements of Operations. The remaining unamortized deferred financing fees were carried over and are being
amortized with new deferred financing fees through the new maturity date of the unsecured credit facility. As of December 31,
2018, the unsecured credit facility has an annual facility fee of 0.20% based on the Company’s debt rating, as defined in the credit
agreement, of total commitments that is due and payable quarterly. The Company is required to pay an annual fee of $50,000.
On July 26, 2018, the Company entered into a $175.0 million unsecured term loan agreement ("Unsecured Term Loan E"). As of
December 31, 2018, the interest rate on the Unsecured Term Loan E was LIBOR plus a spread of 1.00% based on the Company's
debt rating, as defined in the loan agreement. Unless otherwise terminated pursuant to the loan agreement, the Unsecured Term
Loan E will mature on January 15, 2024. The Unsecured Term Loan E has an accordion feature that allows the Company to increase
its borrowing capacity to $350.0 million, subject to the satisfaction of certain conditions and lender consents. The agreement
includes a delayed draw feature that allows the Company to draw up to six advances of at least $25.0 million each until July 25,
2019. To the extent that the Company does not request advances of the $175.0 million of aggregate commitments by July 25, 2019,
the unadvanced commitments terminate. The Unsecured Term Loan E has an unused commitment fee equal to 0.15% of its unused
commitments, which began to accrue on October 24, 2018 and is due and payable monthly until the earlier of (i) the date that
commitments of $175.0 million have been fully advanced, (ii) July 26, 2019, and (iii) the date that commitments of $175.0 million
have been reduced to zero pursuant to the terms of the agreement. The Company is required to pay an annual fee of $35,000. The
Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the Unsecured Term Loan E. The
agreement also contains financial and other covenants substantially similar to the covenants in the Company's unsecured credit
facility.
On July 26, 2018, the Company entered into amendments to its unsecured term loan agreements to conform certain provisions to
the Unsecured Term Loan E agreement and the new unsecured credit facility agreement.
On April 10, 2018, the Company entered into a note purchase agreement (“NPA”) for the private placement by the Operating
Partnership of $75.0 million senior unsecured notes (“Series G Unsecured Notes”) maturing June 13, 2025 with a fixed annual
interest rate of 4.10%, and $100.0 million senior unsecured notes (“Series H Unsecured Notes”) maturing June 13, 2028 with a
fixed annual interest rate of 4.27%. The NPA contains a number of financial covenants substantially similar to the financial covenants
contained in the Company’s unsecured credit facility and other unsecured notes. The Operating Partnership issued the Series G
Unsecured Notes and the Series H Unsecured Notes on June 13, 2018. In addition, on April 10, 2018, the Company entered into
amendments to the note purchase agreements related to the Company’s outstanding unsecured notes to conform certain provisions
in the agreements to the provisions in the NPA. The Company and certain wholly owned subsidiaries of the Operating Partnership
are guarantors of the unsecured notes.
On March 28, 2018, the Company drew $75.0 million of the $150.0 million unsecured term loan that was entered into on July 28,
2017 ("Unsecured Term Loan D"). On July 27, 2018, the Company drew the remaining $75.0 million of the Unsecured Term Loan
D.
F-26
2017 Debt Activity
On August 1, 2017, the three mortgage notes held with Connecticut General Life Insurance Company, in which multiple properties
served as collateral for the mortgage notes, were paid in full.
On July 28, 2017, the Company entered into the Unsecured Term Loan D. As of December 31, 2018, the interest rate on the
Unsecured Term Loan D was LIBOR plus a spread of 1.0% based on the Company's debt rating, as defined in the loan agreement.
Unless otherwise terminated pursuant to the loan agreement, the Unsecured Term Loan D will mature on January 4, 2023. The
Unsecured Term Loan D has an accordion feature that allows the Company to increase its borrowing capacity to $250.0 million,
subject to the satisfaction of certain conditions and lender consents. The agreement includes a delayed draw feature that allows
the Company to draw up to six advances of at least $25.0 million each until July 27, 2018. To the extent that the Company does
not request advances of the $150.0 million of aggregate commitments by July 27, 2018, the unadvanced commitments terminate.
The Company incurred approximately $1.0 million in deferred financing fees associated with the Unsecured Term Loan D, which
are being amortized through the maturity date. The Company is required to pay an annual fee of $35,000. The Unsecured Term
Loan D has an unused commitment fee equal to 0.15% of its unused commitments, which began to accrue on October 26, 2017
and is due and payable monthly until the earlier of (i) the date that commitments of $150.0 million have been fully advanced, (ii)
July 27, 2018, and (iii) the date that commitments of $150.0 million have been reduced to zero pursuant to the Company's ability
to terminate the aggregate commitments at any time upon notice. The Company and certain wholly owned subsidiaries of the
Operating Partnership are guarantors of the Unsecured Term Loan D. The agreement also contains financial and other covenants
substantially similar to the covenants in the Company's unsecured credit facility.
On July 28, 2017, the Company entered into an amendment to its unsecured credit facility agreement and amendments to its
unsecured term loan agreements to conform certain provisions to the Unsecured Term Loan D agreement.
On May 30, 2017, the mortgage note held with Wells Fargo, National Association, in which the property located in Yorkville, WI
served as collateral for the mortgage note, was paid in full.
On March 3, 2017, the mortgage note held with Webster Bank, National Association, in which the property located in East Windsor,
CT served as collateral for the mortgage note, was paid in full.
On March 1, 2017, the mortgage note held with Webster Bank, National Association, in which the property located in Portland,
ME served as collateral for the mortgage note, was paid in full.
On March 1, 2017, the mortgage note held with Union Fidelity Life Insurance Company, in which the property located in Hazelwood,
MO served as collateral for the mortgage note, was paid in full.
Financial Covenant Considerations
The Company’s ability to borrow under the unsecured credit facility, unsecured term loans, and unsecured notes are subject to its
ongoing compliance with a number of customary financial covenants, including:
•
•
•
•
•
a maximum consolidated leverage ratio of not greater than 0.60:1.00;
a maximum secured leverage ratio of not greater than 0.40:1.00;
a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
a minimum fixed charge ratio of not less than or equal to 1.50:1.00; and
a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00.
The unsecured notes are also subject to a minimum interest coverage ratio of not less than 1.50:1.00. The Company was in
compliance with all such applicable restrictions and financial covenants as of December 31, 2018 and 2017. In the event of a
default under the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the
minimum amount necessary for the Company to maintain its status as a REIT.
Each of the Company’s mortgage notes has specific properties and assignments of rents and leases that are collateral for these
loans. These debt facilities contain certain financial and other covenants. The Company was in compliance with all such applicable
F-27
restrictions and financial covenants as of December 31, 2018 and 2017. The real estate net book value of the properties that are
collateral for the Company’s mortgage notes was approximately $88.2 million and $90.9 million at December 31, 2018 and 2017,
respectively, and is limited to senior, property-level secured debt financing arrangements.
Fair Value of Debt
The following table presents the aggregate principal outstanding of the Company’s debt and the corresponding estimate of fair
value as of December 31, 2018 and 2017 (in thousands). The fair value of the Company’s debt is based on Level 3 inputs.
Unsecured credit facility
Unsecured term loans
Unsecured notes
Mortgage notes
Total principal amount
December 31, 2018
December 31, 2017
Principal
Outstanding
Fair Value
Principal
Outstanding
Fair Value
$
100,500
$
100,500
$
271,000
$
600,000
575,000
57,011
600,000
585,292
57,289
450,000
400,000
58,855
271,528
451,463
415,599
59,769
1,332,511
$
1,343,081
1,179,855
$
1,198,359
Add: Total unamortized fair market value premiums
Less: Total unamortized deferred financing fees and debt issuance costs
50
(6,653)
61
(6,135)
Total carrying value
$
1,325,908
$
1,173,781
Future Principal Payments of Debt
The following table reflects the Company’s aggregate future principal payments of the Company’s debt at December 31, 2018.
Year
2019
2020
2021
2022
2023
Thereafter
Total aggregate principal payments
5. Use of Derivative Financial Instruments
Risk Management Objective of Using Derivatives
Future Principal
Payments of Debt
(in thousands)
$
$
1,926
152,006
152,103
197,681
353,795
475,000
1,332,511
The Company’s use of derivative instruments is limited to the utilization of interest rate swaps to manage interest rate risk exposure
on existing and future liabilities and not for speculative purposes. The principal objective of such arrangements is to minimize the
risks and related costs associated with the Company’s operating and financial structure.
F-28
The following table details the Company’s outstanding interest rate swaps as of December 31, 2018. All of the Company's
interest rate swaps are designated as qualifying cash flow hedges.
Interest Rate
Derivative Counterparty
Regions Bank
Capital One, N.A.
Capital One, N.A.
Regions Bank
The Toronto-Dominion Bank
PNC Bank, N.A.
Regions Bank
U.S. Bank, N.A.
Capital One, N.A.
Royal Bank of Canada
The Toronto-Dominion Bank
The Toronto-Dominion Bank
Wells Fargo, N.A.
The Toronto-Dominion Bank
Regions Bank
Capital One, N.A.
The Toronto-Dominion Bank
Royal Bank of Canada
Wells Fargo, N.A.
PNC Bank, N.A.
PNC Bank, N.A.
The Toronto-Dominion Bank
PNC Bank, N.A.
Bank of Montreal
U.S. Bank, N.A.
Trade Date
Effective
Date
Mar-01-2013 Mar-01-2013
Jul-01-2013
Jun-13-2013
Aug-01-2013
Jun-13-2013
Feb-03-2014
Sep-30-2013
Sep-29-2016
Oct-14-2015
Sep-29-2016
Oct-14-2015
Sep-29-2016
Oct-14-2015
Sep-29-2016
Oct-14-2015
Oct-14-2015
Sep-29-2016
Jan-08-2015 Mar-20-2015
Jan-08-2015 Mar-20-2015
Jan-08-2015
Sep-10-2017
Jan-08-2015 Mar-20-2015
Feb-14-2020
Jan-08-2015
Feb-14-2020
Jan-08-2015
Feb-14-2020
Jan-08-2015
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Oct-30-2017
Jul-20-2017
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Jul-26-2019
Jul-24-2018
Notional
Amount
(in thousands)
25,000
$
50,000
$
25,000
$
25,000
$
25,000
$
50,000
$
35,000
$
25,000
$
15,000
$
25,000
$
25,000
$
100,000
$
25,000
$
25,000
$
50,000
$
50,000
$
25,000
$
25,000
$
25,000
$
25,000
$
50,000
$
50,000
$
50,000
$
50,000
$
25,000
$
Fair Value
(in thousands)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
337
478
233
152
480
954
671
476
285
408
407
506
469
(46)
(115)
(171)
549
549
547
549
1,101
(1,050)
(1,055)
(1,050)
(524)
Pay Fixed
Interest Rate
Receive
Variable
Interest Rate
1.3300% One-month L
1.6810% One-month L
1.7030% One-month L
1.9925% One-month L
1.3830% One-month L
1.3906% One-month L
1.3858% One-month L
1.3950% One-month L
1.3950% One-month L
1.7090% One-month L
1.7105% One-month L
2.2255% One-month L
1.8280% One-month L
2.4535% One-month L
2.4750% One-month L
2.5300% One-month L
1.8485% One-month L
1.8505% One-month L
1.8505% One-month L
1.8485% One-month L
1.8475% One-month L
2.9180% One-month L
2.9190% One-month L
2.9190% One-month L
2.9190% One-month L
Maturity
Date
Feb-14-2020
Feb-14-2020
Feb-14-2020
Feb-14-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Sep-29-2020
Mar-21-2021
Mar-21-2021
Mar-21-2021
Mar-31-2022
Mar-31-2022
Mar-31-2022
Mar-31-2022
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-04-2023
Jan-12-2024
Jan-12-2024
Jan-12-2024
Jan-12-2024
The fair value of the interest rate swaps outstanding as of December 31, 2018 and 2017 was as follows.
Balance Sheet Line Item (in thousands)
Interest rate swaps-Asset
Interest rate swaps-Liability
Cash Flow Hedges of Interest Rate Risk
Notional Amount
December 31, 2018
Fair Value
December 31, 2018
Notional Amount
December 31, 2017
Fair Value
December 31, 2017
$
$
600,000
300,000
$
$
9,151
$
(4,011) $
475,000
250,000
$
$
6,079
(1,217)
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest
rate movements. The Company uses interest rate swaps to fix the rate of its long term variable rate debt. Interest rate swaps
designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making
fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded
in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which
the hedged transaction affects earnings.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives designated as qualifying cash flow
hedges will be reclassified to interest expense as interest payments are made on the Company's variable rate debt. The Company
estimates that approximately $4.4 million will be reclassified from accumulated other comprehensive income as a decrease to
interest expense over the next 12 months.
F-29
The table below presents the effect of cash flow hedge accounting and the location in the consolidated financial statements for
the years ended December 31, 2018, 2017 and 2016.
Effect of Cash Flow Hedge Accounting (in thousands)
Income (loss) recognized in accumulated other comprehensive income on interest rate swaps
Income (loss) reclassified from accumulated other comprehensive income into income as interest expense
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash
flow hedges are recorded
Year ended December 31,
2017
2016
2018
$
$
$
1,687
1,377
48,817
$
$
$
3,597
$
(2,073) $
(2,244)
(3,142)
42,469
$
42,923
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be
declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the
Company's default on the indebtedness. As of December 31, 2018, the Company had not breached the provisions of these agreements
and has not posted any collateral related to these agreements.
As of December 31, 2018, derivatives that were in a net liability position by counterparty and subject to credit-risk-related contingent
features had a termination value of approximately $1.1 million, which includes accrued interest but excludes any adjustment for
nonperformance risk. As of December 31, 2018, the Company had not breached the provisions of these agreements and has not
posted any collateral related to these agreements. If the Company had breached any of its provisions at December 31, 2018, it
could have been required to settle its obligations under the agreement of the interest rate swaps in a liability position plus accrued
interest for approximately $1.1 million.
Fair Value of Interest Rate Swaps
The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted
cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives,
including the period to maturity, and uses observable market-based inputs including interest rate curves. The fair values of interest
rate swaps are determined by using the market standard methodology of netting the discounted future fixed cash payments and
the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates
(forward curves) derived from observable market interest rate curves.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective
counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the
effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such
as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair
value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current
credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2018 and 2017,
the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative
positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As
a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value
hierarchy.
F-30
The following tables set forth the Company’s financial instruments that are accounted for at fair value on a recurring basis as of
December 31, 2018 and 2017.
Balance Sheet Line Item (in thousands)
Interest rate swaps-Asset
Interest rate swaps-Liability
Balance Sheet Line Item (in thousands)
Interest rate swaps-Asset
Interest rate swaps-Liability
6. Equity
Preferred Stock
Fair Value Measurements as of
December 31, 2018 Using
Fair Value
December 31, 2018
Level 1
Level 2
Level 3
$
$
9,151
$
(4,011) $
— $
— $
9,151
$
(4,011) $
Fair Value Measurements as of
December 31, 2017 Using
Fair Value
December 31, 2017
Level 1
Level 2
Level 3
$
$
$
6,079
(1,217) $
— $
— $
$
6,079
(1,217) $
—
—
—
—
Pursuant to its charter, the Company is authorized to issue 15,000,000 shares of preferred stock, par value $0.01 per share.
On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the Series B Preferred Stock.
The Company recognized a deemed dividend to the holders of the Series B Preferred Stock of approximately $2.7 million on the
accompanying Consolidated Statements of Operations for the year ended December 31, 2018 related to redemption costs and the
original issuance costs of the Series B Preferred Stock. On July 11, 2018, the Company redeemed all of the Series B Preferred
Stock.
The following table sets forth the Company's outstanding preferred stock issuances as of December 31, 2018.
Preferred Stock Issuances
Series C Preferred Stock
Issuance Date
Number of
Shares
Liquidation
Value Per
Share
Interest
Rate
March 17, 2016
3,000,000
$
25.00
6.875%
Dividends on the Series C Preferred Stock are payable quarterly in arrears on or about the last day of March, June, September, and
December of each year. The Series C Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights
and rights upon the liquidation, dissolution or winding up of the Company. The Series C Preferred Stock has no stated maturity
date and is not subject to mandatory redemption or any sinking fund. Generally, the Company is not permitted to redeem the Series
C Preferred Stock prior to March 17, 2021, except in limited circumstances relating to the Company’s ability to qualify as a REIT
and in certain other circumstances related to a change of control.
F-31
The tables below set forth the dividends attributable to the Company's preferred stock issuances during the years ended December 31,
2018 and 2017.
Quarter Ended 2018
December 31
September 30
June 30
March 31
Total
Declaration Date
October 10, 2018
July 11, 2018
April 10, 2018
February 14, 2018
Series B
Preferred Stock
Per Share
Series C
Preferred Stock
Per Share
$
$
—
0.0460069 (1)
0.4140625
0.4140625
0.8741319
$
$
0.4296875
0.4296875
0.4296875
0.4296875
1.7187500
Payment Date
December 31, 2018
October 1, 2018
July 2, 2018
April 2, 2018
(1) On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 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.
Quarter Ended 2017
December 31
September 30
June 30
March 31
Total
Declaration Date
November 2, 2017
July 31, 2017
May 1, 2017
February 15, 2017
Series B
Preferred Stock
Per Share
Series C
Preferred Stock
Per Share
$
$
0.4140625
0.4140625
0.4140625
0.4140625
1.6562500
$
$
0.4296875
0.4296875
0.4296875
0.4296875
1.7187500
Payment Date
December 29, 2017
September 29, 2017
June 30, 2017
March 31, 2017
On January 10, 2019, the Company’s board of directors declared the Series C Preferred Stock dividend for the quarter ending
March 31, 2019 at a quarterly rate of $0.4296875 per share.
Common Stock
The following table sets forth the terms of the Company’s at-the market (“ATM”) common stock offering program as of
December 31, 2018.
ATM Common Stock Offering Program
2017 $500 million ATM
Date
Maximum Aggregate
Offering Price (in thousands)
Aggregate Common Stock
Available as of
December 31, 2018 (in
thousands)
November 13, 2017
$
500,000
$
99,227
The table below sets forth the activity for the ATM common stock offering programs during the years ended December 31, 2018
and 2017 (in thousands, except share data).
ATM Common Stock Offering Program
2017 $500 million ATM
Total/weighted average
ATM Common Stock Offering Program
2017 $500 million ATM
2017 $300 million ATM(1)
2016 $228 million ATM(1)
Total/weighted average
(1) These programs ended before December 31, 2017.
Year ended December 31, 2018
Shares
Sold
Weighted Average
Price Per Share
Gross
Proceeds
Sales
Agents’ Fee
Net
Proceeds
14,724,614
14,724,614
$
$
26.52
26.52
$
$
390,447
390,447
$
$
4,040
4,040
Year ended December 31, 2017
Shares
Sold
Weighted Average
Price Per Share
Gross
Proceeds
Sales
Agents’ Fee
363,843
11,098,748
4,799,784
16,262,375
$
$
$
$
28.38
27.03
24.42
26.29
$
$
10,326
300,000
117,216
427,542
$
$
129
3,637
1,604
5,370
$
$
$
$
386,407
386,407
Net
Proceeds
10,197
296,363
115,612
422,172
F-32
Dividends
The tables below set forth the dividends attributable to the Company's outstanding shares of common stock that were declared
during the years ended December 31, 2018 and 2017. The Company's board of directors may alter the amounts of dividends paid
or suspend dividend payments at any time and therefore dividend payments are not assured.
Month Ended 2018
December 31
November 30
October 31
September 30
August 31
July 31
June 30
May 31
April 30
March 31
February 28
January 31
Total
Month Ended 2017
December 31
November 30
October 31
September 30
August 31
July 31
June 30
May 31
April 30
March 31
February 28
January 31
Total
Declaration Date
October 10, 2018
October 10, 2018
October 10, 2018
July 11, 2018
July 11, 2018
July 11, 2018
April 10, 2018
April 10, 2018
April 10, 2018
November 2, 2017
November 2, 2017
November 2, 2017
Declaration Date
July 31, 2017
July 31, 2017
July 31, 2017
May 1, 2017
May 1, 2017
May 1, 2017
February 15, 2017
February 15, 2017
February 15, 2017
November 2, 2016
November 2, 2016
November 2, 2016
Record Date
December 31, 2018
November 30, 2018
October 31, 2018
September 28, 2018
August 31, 2018
July 31, 2018
June 29, 2018
May 31, 2018
April 30, 2018
March 29, 2018
February 28, 2018
January 31, 2018
Record Date
December 29, 2017
November 30, 2017
October 31, 2017
September 29, 2017
August 31, 2017
July 31, 2017
June 30, 2017
May 31, 2017
April 28, 2017
March 31, 2017
February 28, 2017
January 31, 2017
Per Share
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
0.118333
1.419996
Per Share
0.117500
0.117500
0.117500
0.117500
0.117500
0.117500
0.116667
0.116667
0.116667
0.116667
0.116667
0.116667
1.405002
$
$
$
$
Payment Date
January 15, 2019
December 17, 2018
November 15, 2018
October 15, 2018
September 17, 2018
August 15, 2018
July 16, 2018
June 15, 2018
May 15, 2018
April 16, 2018
March 15, 2018
February 15, 2018
Payment Date
January 16, 2018
December 15, 2017
November 15, 2017
October 16, 2017
September 15, 2017
August 15, 2017
July 17, 2017
June 15, 2017
May 15, 2017
April 17, 2017
March 15, 2017
February 15, 2017
On January 10, 2019, the Company’s board of directors declared the common stock dividends for the months ending January 31,
2019, February 28, 2019 and March 31, 2019 at a monthly rate of $0.119167 per share of common stock.
F-33
Restricted Stock-Based Compensation
Pursuant to the 2011 Plan, the Company grants restricted shares of common stock to certain employees of the Company. The
restricted shares of common stock are subject to time-based vesting. Restricted shares of common stock granted on January 5,
2018, January 6, 2017, and January 8, 2016, subject to the recipient’s continued employment, will vest in four equal installments
on January 1 of each year beginning in 2019, 2018, and 2017, respectively. Refer to Note 14 for details on restricted shares of
common stock granted on January 7, 2019. Holders of restricted shares of common stock have voting rights and rights to receive
dividends. Restricted shares of common stock may not be sold, assigned, transferred, pledged or otherwise disposed of and are
subject to a risk of forfeiture prior to the expiration of the applicable vesting period. The following table summarizes activity
related to the Company’s unvested restricted shares of common stock for the years ended December 31, 2018, 2017 and 2016.
Unvested Restricted Shares of Common Stock
Shares
Balance at December 31, 2015
Granted
Vested
Forfeited
Balance at December 31, 2016
Granted
Vested
Forfeited
Balance at December 31, 2017
Granted
Vested
Forfeited
Balance at December 31, 2018
271,115
101,289 (1)
(98,746) (2)
(1,321)
272,337
75,001 (1)
(109,209) (2)
(922)
237,207
76,659 (1)
(112,405) (2)
(10,999)
190,462
(1) The fair value per share on the grant date of January 5, 2018, January 6, 2017, and January 8, 2016 was $26.40, $24.41, and $17.98, respectively.
(2) The Company repurchased and retired 41,975 and 40,836 restricted shares of common stock that vested during the years ended December 31, 2018 and 2017,
respectively. The Company did not repurchase and retire any restricted shares of common stock during the year ended December 31, 2016.
The unrecognized compensation expense associated with the Company’s restricted shares of common stock at December 31, 2018
was approximately $2.7 million and is expected to be recognized over a weighted average period of approximately 2.4 years.
The following table summarizes the fair value at vesting date for the restricted shares of common stock vested during the years
ended December 31, 2018, 2017 and 2016.
Vested Restricted Shares of Common Stock
Vested restricted shares of common stock
Fair value of vested restricted shares of common stock (in thousands)
Year ended December 31,
2017
2016
2018
112,405
3,002
$
109,209
2,591
$
$
98,746
1,813
F-34
7. Noncontrolling Interest
The table below summarizes the activity for noncontrolling interest in the Company for the years ended December 31, 2018, 2017
and 2016.
Noncontrolling Interest
Balance at December 31, 2015
Granted/Issued
Forfeited
Conversions from LTIP units to Other Common Units
Redemptions from Other Common Units to common stock
Balance at December 31, 2016
Granted/Issued
Forfeited
Conversions from LTIP units to Other Common Units
Redemptions from Other Common Units to common stock
Balance at December 31, 2017
Granted/Issued
Forfeited
Conversions from LTIP units to Other Common Units
Redemptions from Other Common Units to common stock
Balance at December 31, 2018
LTIP Units
Other
Common Units
Total
Noncontrolling
Common Units
Noncontrolling
Interest
Percentage
1,610,105
176,396
—
(209,985)
—
1,576,516
126,239
—
(245,685)
—
1,457,070
324,802
—
(165,672)
—
1,616,200
1,915,872
—
—
209,985
(68,492)
2,057,365
687,827
—
245,685
(351,260)
2,639,617
—
—
165,672
(352,055)
2,453,234
3,525,977
176,396
—
—
(68,492)
3,633,881
814,066
—
—
(351,260)
4,096,687
324,802
—
—
(352,055)
4,069,434
4.9%
N/A
N/A
N/A
N/A
4.3%
N/A
N/A
N/A
N/A
4.1%
N/A
N/A
N/A
N/A
3.5%
The Company adjusts the carrying value of noncontrolling interest to reflect its share of the book value of the Operating Partnership
when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments are recorded to additional
paid-in capital as a rebalancing of noncontrolling interest on the accompanying Consolidated Statements of Equity.
LTIP Units
LTIP units are granted to certain executive officers and senior employees of the Company as part of their compensation, and to
independent directors for their service. LTIP units are valued by reference to the value of the Company’s common stock and are
subject to such conditions and restrictions as the compensation committee of the board of directors may determine, including
continued employment or service. Vested LTIP units can be converted to Other Common Units on a one-for-one basis once a
material equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent
of an Other Common Unit. All LTIP units, whether vested or not, will receive the same monthly per unit distributions as Other
Common Units, which equal per share dividends on common stock.
LTIP units granted on January 5, 2018, January 6, 2017, January 8, 2016, and February 22, 2016 to certain senior executive officers
and senior employees, subject to the recipient’s continued employment, will vest quarterly over four years, with the first vesting
date having been March 31, 2018, March 31, 2017, March 31, 2016, and March 31, 2016, respectively. LTIP units granted on
January 5, 2018, January 6, 2017, and January 6, 2016 to independent directors, subject to the recipient’s continued service, will
vest on January 1, 2019, January 1, 2018, and January 1, 2017, respectively. On March 12, 2018, the Company's board of directors
appointed Michelle Dilley to serve as director of the Company. On March 12, 2018, Ms. Dilley was granted 3,930 LTIP units
which vested on January 1, 2019.
Refer to Note 14 for details on the LTIP units granted on January 7, 2019. Refer to Note 8 for a discussion of vested LTIP units
granted on January 5, 2018 pursuant to the 2015 Outperformance Program (the “2015 OPP”).
On January 25, 2016, the Company and Geoffrey G. Jervis, the Company’s Chief Financial Officer, Executive Vice President and
Treasurer, agreed that Mr. Jervis’s employment with the Company would terminate effective February 25, 2016. Pursuant to the
terms and conditions of the executive employment agreement and LTIP unit agreements between the Company and Mr. Jervis,
and the 2015 OPP, Mr. Jervis received a lump sum cash payment, the continuation of certain insurance benefits, immediate vesting
of outstanding LTIP units, and eligibility to receive a pro-rated award payment under the 2015 OPP. Accordingly, the Company
accelerated the expense recognition of Mr. Jervis's unvested LTIP units in the amount of approximately $1.6 million, which is
included in general and administrative expenses for the year ended December 31, 2016 on the accompanying Consolidated
Statements of Operations. Additionally, the unrecognized compensation expense associated with Mr. Jervis's participation in the
F-35
2015 OPP after February 25, 2016 was not recognized. The Company also incurred approximately $1.5 million related to the
lump sum cash payment and continuation of certain insurance benefits, which is included in general and administrative expenses
during the year ended December 31, 2016 on the accompanying Consolidated Statements of Operations.
The fair value of the LTIP units at the date of grant was determined by a lattice-binomial option-pricing model based on a Monte
Carlo simulation. The fair value of the LTIP units are based on Level 3 inputs and are non-recurring fair value measurements. The
table below sets forth the assumptions used in valuing such LTIP units granted during years ended December 31, 2018, 2017 and
2016 (excluding those vested LTIP units granted pursuant to the 2015 OPP; refer to Note 8 for details).
LTIP Units
Grant date
Expected term (years)
Expected volatility
Expected dividend yield
Risk-free interest rate
Fair value of LTIP units at issuance (in
thousands)
LTIP units at issuance
Fair value unit price per LTIP unit at
issuance
Assumptions
March 12, 2018
10
22.0%
6.0%
2.46%
January 5, 2018
10
22.0%
6.0%
2.09%
January 6, 2017
10
23.0%
6.0%
1.61%
February 22, 2016
10
22.0%
6.0%
1.01%
January 8, 2016
10
22.0%
6.0%
1.28%
January 6, 2016
10
22.0%
6.0%
1.36%
$
$
90
3,930
22.90
$
$
3,447
137,616
25.05
$
$
2,924
126,239
23.16
$
$
277
18,386
15.07
$
$
2,254
135,546
16.63
$
$
390
22,464
17.36
The following table summarizes activity related to the Company’s unvested LTIP units for the years ended December 31, 2018,
2017 and 2016.
Unvested LTIP Units
Balance at December 31, 2015
Granted
Vested
Forfeited
Balance at December 31, 2016
Granted
Vested
Forfeited
Balance at December 31, 2017
Granted
Vested
Forfeited
Balance at December 31, 2018
Units
534,910
176,396
(307,883)
—
403,423
126,239
(229,355)
—
300,307
324,802
(373,893)
—
251,216
The unrecognized compensation expense associated with the Company’s LTIP units at December 31, 2018 was approximately
$4.8 million and is expected to be recognized over a weighted average period of approximately 2.4 years.
The following table summarizes the fair value at vesting date for the LTIP units vested during years ended December 31, 2018,
2017 and 2016.
Vested LTIP units
Vested LTIP units
Fair value of vested LTIP units (in thousands)
Other Common Units
Year ended December 31,
2017
2016
2018
373,893
9,772
$
229,355
6,101
$
307,883
6,393
$
Other Common Units and shares of the Company’s common stock have essentially the same economic characteristics in that
Other Common Units directly, and shares of the Company’s common stock indirectly, through the Company’s interest in the
Operating Partnership, share equally in the total net income or loss distributions of the Operating Partnership. Subject to certain
restrictions, investors who own Other Common Units have the right to cause the Operating Partnership to redeem any or all of
their Other Common Units for cash equal to the then-current value of one share of the Company’s common stock, or, at the
Company’s election, shares of common stock on a one-for-one basis. When redeeming the Other Common Unit for cash, the
value of a share of common stock is calculated as the average common stock closing price on the NYSE for the 10 trading days
F-36
immediately preceding the redemption notice date. Each Other Common Unit will receive the same monthly distribution as a
share of common stock.
As partial consideration for a property acquired on May 31, 2017, the Company granted 687,827 Other Common Units with a
fair value of approximately $18.6 million. The number of Other Common Units granted was calculated based on the trailing
five-day average common stock closing price ending on the second business day that immediately preceded the grant date. The
fair value of the shares of the Other Common Units granted was calculated based on the closing stock price per the NYSE on
the grant date multiplied by the number of Other Common Units granted. The issuance of the Other Common Units was
effected in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act of 1933, as
amended. The Company relied on the exemption based on representations given by the holders of the Other Common Units.
8. Equity Incentive Plan
The 2011 Plan provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock,
restricted stock units, unrestricted stock awards and other awards based on shares of the Company’s common stock, such as LTIP
units in the Operating Partnership, that may be made by the Company directly to the executive officers, directors, employees, and
other individuals providing bona fide services to or for the Company.
Subject to certain adjustments identified within the 2011 Plan, the aggregate number of shares of the Company’s common stock
that may be awarded under the 2011 Plan is 6,642,461 shares. Under the 2011 Plan, each LTIP unit awarded will be equivalent to
an award of one share of common stock reserved under the 2011 Plan, thereby reducing the number of shares of common stock
available for other equity awards on a one-for-one basis.
The 2011 Plan may be terminated, amended, modified or suspended at any time by the board of directors, subject to stockholder
approval as required by law or stock exchange rules. The 2011 Plan expires on March 31, 2021.
Under the 2011 Plan the Company grants performance units to certain key employees of the Company. The ultimate value of the
performance units depends on the Company’s total stockholder return ("TSR") over a three-year period (the "measuring period").
At the end of the measuring period, the performance units convert into shares of common stock, or, at the Company's election and
with the award recipient's consent, LTIP units or other securities, at a rate depending on the Company’s TSR over the measuring
period as compared to three different benchmarks and on the absolute amount of the Company’s TSR. A recipient of performance
units may receive as few as zero shares or as many as 250% of the number of target units, plus deemed dividends. The target
amount of the performance units is nominally allocated as: (i) 25% to the Company’s TSR compared to the TSR of an industry
peer group; (ii) 25% to the Company’s TSR compared to the TSR of a size-based peer group; and (iii) 50% to the Company’s TSR
compared to the TSR of the companies in the MSCI US REIT index.
No dividends are paid to the recipient during the measuring period. At the end of the measuring period, if the Company’s TSR is
such that the recipient earns shares of common stock or, at the Company's election and with the award recipient's consent, LTIP
units or other securities (“Award Shares”), the recipient will receive additional Award Shares relating to dividends deemed to have
been paid and reinvested on the Award Shares. The Company, in the discretion of the compensation committee of the board of
directors, may pay the cash value of the deemed dividends instead of issuing additional Award Shares. The number of Award Shares
is determined at the end of the measuring period, and one-half of the Award Shares and all dividend shares vest immediately. The
other one-half of the Award Shares will be restricted (subject to forfeiture) and vest one year after the end of the measuring period.
On January 5, 2018, January 6, 2017, and March 8, 2016, the Company granted performance units approved by the compensation
committee of the board of directors, under the 2011 Plan to certain key employees of the Company. The measuring period
commenced on January 1, 2018, 2017, and 2016, respectively, and ends on December 31, 2020, 2019, and 2018, respectively.
Refer to Note 14 for details on the settlement of the 2016 performance units and the performance units granted on January 7, 2019.
F-37
The fair value of the performance units at the date of grant was determined by a lattice-binomial option-pricing model based on
a Monte Carlo simulation. The fair value of the performance units are based on Level 3 inputs and are non-recurring fair value
measurements. The performance unit equity compensation expense is recognized into earnings ratably from the grant date over
the respective vesting periods. The table below sets forth the assumptions used in valuing the performance units granted during
the years ended December 31, 2018, 2017 and 2016.
Performance Units
Grant date
Expected volatility
Expected dividend yield
Risk-free interest rate
Fair value of performance units grant (in thousands)
January 5, 2018
22.0%
6.0%
2.09%
5,456
$
Assumptions
January 6, 2017
23.0%
6.0%
1.61%
2,882
$
March 8, 2016
23.0%
6.0%
1.08%
2,614
$
On January 1, 2018, the Company’s three year measuring period pursuant to the 2015 OPP concluded. It was determined that the
Company's total stockholder return exceeded the threshold percentage and return hurdle and a pool of approximately $6.2 million
was awarded to the participants. The compensation committee of the board of directors approved the issuance of 183,256 vested
LTIP units and 53,722 vested shares of common stock (of which 15,183 shares of common stock were repurchased and retired)
to the participants, all of which were issued on January 5, 2018.
The unrecognized compensation expense associated with the Company's performance units at December 31, 2018 was
approximately $5.3 million and is expected to be recognized over a weighted average period of approximately 2.2 years.
At December 31, 2018 and 2017, the number of shares available for issuance under the 2011 Plan were 3,276,125 and 983,735,
respectively. The number of shares available for issuance under the 2011 Plan as of December 31, 2018 do not include an allocation
for the January 5, 2018 and January 6, 2017 performance units as the awards were not determinable as of December 31, 2018. The
number of shares available for issuance under the 2011 Plan as December 31, 2017 do not include an allocation for the Performance-
based Compensation Plans as the awards were not determinable as of December 31, 2017.
Non-cash Compensation Expense
The following table summarizes the amount recorded in general and administrative expenses in the accompanying Consolidated
Statements of Operations for the amortization of restricted shares of common stock, LTIP units, Performance-based Compensation
Plans, and the Company’s director compensation for the years ended December 31, 2018, 2017 and 2016.
Non-Cash Compensation Expense (in thousands)
Restricted shares of common stock
LTIP units
Performance-based Compensation Plans
Board of directors compensation (2)
Total non-cash compensation expense
Year ended December 31,
2017
2016
2018
$
$
1,698 $
3,546
3,298
380
8,922 $
2,373
4,675
2,147
352
9,547
$
$
2,157
6,089 (1)
1,137
346
9,729
(1)
Inclusive of approximately $1.6 million of non-cash compensation expense during the year ended December 31, 2016 associated with the severance cost of
an executive officer as discussed Note 7.
(2) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the years ended December 31,
2018, 2017 and 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.
9. Earnings Per Share
The Company uses the two-class method of computing earnings per common share, which is an earnings allocation formula that
determines earnings per share for common stock and any participating securities according to dividends declared (whether paid
or unpaid) and participation rights in undistributed earnings. Basic net income per common share is computed by dividing net
income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted
net income per common share is computed by dividing net income available to common stockholders by the sum of the weighted
average number of common shares outstanding and any dilutive securities for the period.
F-38
Restricted shares of common stock are considered participating securities as these stock-based awards contain non-forfeitable
rights to dividends, unless and until a forfeiture occurs, and these awards must be included in the computation of earnings per
share pursuant to the two-class method. During the years ended December 31, 2018, 2017 and 2016, there were 195,281, 237,896
and 276,367, respectively, unvested shares of restricted stock on a weighted average basis that were considered participating
securities. Participating securities are included in the computation of diluted EPS using the treasury stock method if the impact is
dilutive. Other potentially dilutive common shares from the Company's Performance-based Compensation Plans are considered
when calculating diluted EPS.
The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31,
2018, 2017 and 2016.
Earnings Per Share (in thousands, except per share data)
2018
2017
2016
Year ended December 31,
Numerator
Net income
Less: preferred stock dividends
Less: redemption of preferred stock
Less: amount allocated to participating securities
Less: income attributable to noncontrolling interest after preferred stock dividends
Net income attributable to common stockholders
Denominator
Weighted average common shares outstanding — basic
Effect of dilutive securities(1)
Share-based compensation
Weighted average common shares outstanding — diluted
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic
Net income per share attributable to common stockholders — diluted
$
$
$
$
96,245
7,604
2,661
276
3,319
82,385
$
$
103,401
406
103,807
$
$
32,200
9,794
—
334
941
21,131
89,538
466
90,004
0.80
0.79
$
$
0.24
0.23
$
$
35,588
13,897
—
384
1,069
20,238
70,637
216
70,853
0.29
0.29
(1) During the years ended December 31, 2018, 2017, and 2016, there were 195, 238, and 276, 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.
10. Future Minimum Rents
The Company’s properties are leased to tenants under triple net, modified, and gross leases. Minimum contractual lease payments
receivable, excluding tenant reimbursement of expenses, under non-cancelable operating leases in effect as of December 31, 2018
are approximately as follows.
Year
2019
2020
2021
2022
2023
Thereafter
Future Minimum Rents (in thousands)
299,978
$
271,936
$
226,970
$
188,707
$
152,814
$
535,192
$
11. Commitments and Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are
generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these
actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
On April 18, 2012, the Company entered into an agreement with affiliates of Columbus Nova Real Estate Acquisition Group, Inc.
("Columbus Nova") to source sale leaseback transactions for potential acquisitions by the Company. The agreement called for
various fees to be paid to Columbus Nova for its services including acquisition fees, credit monitoring fees, and a one-time incentive
fee if certain performance thresholds were met. The measurement period for the incentive fee ended on May 31, 2017. The incentive
fee was settled in cash during the year ended December 31, 2017 and an incentive fee loss of approximately $0.7 million for the
year ended December 31, 2017 is included in other expenses on the accompanying Consolidated Statements of Operations.
F-39
The Company has letters of credit of approximately $5.6 million as of December 31, 2018 related to construction projects and
certain other agreements.
Ground and Operating Lease Agreements
Future minimum rental payments under the terms of the fixed non-cancelable ground leases and operating leases, including any
bargain renewal terms, under which the Company is the lessee as of December 31, 2018 are as follows. To the extent any tenant
is responsible for those costs under its respective lease, those costs have been excluded from the table below.
Year
2019
2020
2021
2022
2023
Thereafter
Future Minimum Rental Payments (1)
(in thousands)
$
$
$
$
$
$
2,110
2,122
1,227
935
944
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.
Rental expense recognized related to the Company's ground leases and operating leases was approximately $2.1 million, $1.5
million, and $1.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.
12. Employee Benefit Plans
Effective April 20, 2011, the Company adopted a 401(k) Defined Contribution Savings Plan (the “Plan”) for its employees. Under
the Plan, as amended, employees, as defined, are eligible to participate in the Plan after they have completed three months of
service. The Company provides a discretionary match of 50% of the employee’s contributions annually up to 6.0% of the employee’s
annual compensation, subject to a cap imposed by federal tax law. The Company’s aggregate matching contribution for the years
ended December 31, 2018, 2017 and 2016 was approximately $0.3 million, $0.3 million and $0.4 million, respectively. The
Company’s contribution is subject to a three year vesting schedule, such that employees who have been with the Company for
three years are fully vested in past and future contributions.
13. Related-Party Transactions
STAG Industrial Management, LLC ("Manager"), a wholly owned subsidiary of the Company, was performing certain asset
management services for STAG Investments II, LLC (“Fund II”), a private, fully-invested fund that was an affiliate of the Company,
that as of December 31, 2017 was legally dissolved. Before dissolution, the Manager was paid an annual asset management fee
based on the equity investment in the Fund II assets, which was 1.25% of the equity investment. In June 2013, Fund II and the
Company amended the service agreement to exclude disposition services from the asset management services to be performed by
the Company and results in a concomitant reduction in the asset management fee. The Company recognized asset management
fee income of approximately $0.1 million and $0.2 million for the years ended December 31, 2017 and 2016, respectively, which
is included in other income on the accompanying Consolidated Statements of Operations. As of December 31, 2018 and 2017, the
Company had a receivable in the amount of approximately $0 and $0, respectively, related to the asset management fee income
included within prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
14. Subsequent Events
GAAP requires an entity to disclose certain events that occur after the balance sheet date but before financial statements are issued
or are available to be issued (“subsequent events”). There are two types of subsequent events. The first type consists of events or
transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates
inherent in the process of preparing financial statements (“recognized subsequent events”). No significant recognized subsequent
events were noted.
The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but
arose subsequent to that date (“non-recognized subsequent events”). The following non-recognized subsequent events are noted.
F-40
On January 7, 2019, the Company granted 88,152 restricted shares of common stock to certain employees of the Company pursuant
to the 2011 Plan. The restricted shares of common stock granted will vest in four equal installments on January 1 of each year
beginning in 2020. The fair value of the restricted shares of common stock at the date of grant was $24.85 per share.
On January 7, 2019, the Company granted 26,796 LTIP units to non-employee, independent directors, and 127,853 LTIP units to
certain executive officers and senior employees pursuant to the 2011 Plan. The LTIP units granted to non-employee, independent
directors will vest on January 1, 2020. The LTIP units granted to certain executive officers and senior employees will vest quarterly
over four years, with the first vesting date being March 31, 2019. The fair value of the LTIP units at the date of grant was
approximately $3.6 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using
an expected term of ten years, a weighted average volatility factor of 19.0%, a weighted average expected dividend yield of 6.0%,
and a weighted average risk-free interest rate of 2.57%. The fair value of the LTIP units are based on Level 3 inputs and are non-
recurring fair value measurements.
On January 7, 2019, the Company granted performance units to certain executive officers and senior employees pursuant to the
2011 Plan. The terms of the January 7, 2019 performance units grant is substantially the same as the performance units grants
discussed in Note 8, except that the measuring period commences on January 1, 2019 and ends on December 31, 2021, and the
Award Shares are immediately vested at the end of the measuring period. The fair value of the performance units at the date of
grant was approximately $5.6 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation
using a weighted average volatility factor of 20.7%, a weighted average expected dividend yield of 6.0%, and a weighted average
risk-free interest rate of 2.56%. The fair value of the performance units are based on Level 3 inputs and are non-recurring fair
value measurements.
As discussed in Note 8, on December 31, 2018 the measuring period pursuant to the March 8, 2016 performance units concluded
and it was determined that the Company's TSR exceeded the threshold percentage and return hurdle. The compensation committee
of the board of directors approved the issuance of 102,216 vested LTIP units and 74,032 vested shares of common stock (of which
30,193 shares of common stock were repurchased and retired) to the participants, which were issued on January 7, 2019. The
compensation committee of the board of directors also approved the issuance of 107,308 LTIP units and 22,678 restricted shares
of common stock that will vest on December 31, 2019, which were issued on January 7, 2019.
F-41
STAG Industrial, Inc.
Schedule II—Valuation and Qualifying Accounts
(in thousands)
Allowance for Doubtful Receivables and Accrued Rent Reserves
December 31, 2018
December 31, 2017
December 31, 2016
STAG Industrial, Inc.
Beginning
of Period
Costs and
Expenses
Amounts
Written Off
Balance at
End of Period
$
$
$
311
188
106
$
$
$
1,050
123
125
$
$
$
(603) $
— $
(43) $
758
311
188
F-42
STAG Industrial, Inc.
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2018
(in thousands)
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
$
— $
93
$
67
$
— $
93
$
67
$
160
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
932
1,107
970
1,397
1,528
710
5,855
7,336
2,374
6,151
6,249
2,750
13,163
4,273
15,402
5,279
10,331
4,083
16,914
3,956
2,524
3,517
6,899
4,291
3,711
2,808
8,303
71
6,524
8,164
8,582
3,473
11,988
2,924
42,652
378
19,577
3,339
2,764
10,807
19,857
11,971
2,444
3,474
3,961
3,654
10,539
2,321
4,730
8,459
2,757
1,169
103
55
332
52
126
187
960
1,962
413
1,246
937
336
1,674
618
1,962
837
1,883
442
2,341
733
1,310
538
670
668
866
586
1,542
216
724
1,369
1,702
282
1,926
146
5,135
3,267
4,030
225
388
7,242
7,989
4,066
805
386
515
913
935
187
380
424
216
207
F-43
—
—
—
—
—
—
151
783
304
913
—
483
—
—
—
917
616
255
—
36
—
114
—
—
159
83
591
—
9
3,916
—
854
—
—
170
223
1,238
—
—
237
25
309
4
634
—
—
—
—
13
—
1,004
62
932
1,107
970
1,397
1,528
710
6,006
8,119
2,678
7,064
6,249
3,233
13,163
4,273
15,402
6,196
10,947
4,338
16,914
3,992
2,524
3,631
6,899
4,291
3,870
2,891
8,894
71
6,533
12,080
8,582
4,327
11,988
2,924
42,822
601
20,815
3,339
2,764
11,044
19,882
12,280
2,448
4,108
3,961
3,654
10,539
2,321
4,743
8,459
3,761
1,231
103
55
332
52
126
187
960
1,962
413
1,246
937
336
1,674
618
1,962
837
1,883
442
2,341
733
1,310
538
670
668
866
586
1,542
216
724
1,369
1,702
282
1,926
146
5,135
3,267
4,030
225
388
7,242
7,989
4,066
805
386
515
913
935
187
380
424
216
207
1,035
1,162
1,302
1,449
1,654
897
6,966
10,081
3,091
8,310
7,186
3,569
14,837
4,891
17,364
7,033
12,830
4,780
19,255
4,725
3,834
4,169
7,569
4,959
4,736
3,477
10,436
287
7,257
13,449
10,284
4,609
13,914
3,070
47,957
3,868
24,845
3,564
3,152
18,286
27,871
16,346
3,253
4,494
4,476
4,567
11,474
2,508
5,123
8,883
3,977
1,438
(30)
(297)
(353)
(309)
(445)
(487)
(226)
(1,254)
(1,528)
(738)
(1,270)
(91)
(564)
(481)
(298)
(349)
(444)
(2,278)
(515)
(993)
(632)
(675)
(540)
(1,046)
(675)
(681)
(519)
(1,539)
(71)
(385)
(1,474)
(347)
(1,315)
(821)
(536)
(5,648)
—
(2,647)
(87)
(378)
(1,842)
(3,057)
(1,558)
(445)
(511)
(409)
(70)
(33)
(374)
(764)
(1,555)
(833)
(450)
2006
2006
2006
2006
2006
2006
2006
2011
2014
2007
2012
2018
2012
2017
2017
2018
2017
2011
2015
2017
2013
2013
2013
2013
2013
2013
2013
2013
2013
2017
2016
2018
2007
2016
2012
2015
2015
2015
2018
2014
2014
2014
2016
2014
2014
2015
2018
2018
2015
2015
2015
2011
2007
City/State
Albion, IN
Albion, IN
Albion, IN
Albion, IN
Albion, IN
Albion, IN
Albion, IN
Alexandria, MN
Allentown, PA
Arlington, TX
Arlington, TX
Augusta, GA
Avon, CT
Avondale, AZ
Batavia, IL
Baton Rouge, LA
Bedford Heights, OH
Belfast, ME
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belvidere, IL
Belleville, MI
Biddeford, ME
Bloomington, MN
Boardman, OH
Brooklyn Park, MN
Buffalo, NY
Burlington, NJ
Burlington, NJ
Burlington, NJ
Caledonia, WI
Calhoun, GA
Camarillo, CA
Camarillo, CA
Cedar Hill, TX
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charleroi, PA
Chattanooga, TN
Chattanooga, TN
Chattanooga, TN
Cheektowaga, NY
Chesterfield, MI
City/State
Chesterfield, MI
Chesterfield, MI
Chesterfield, MI
Chester, VA
Chicopee, MA
Chippewa Falls, WI
Chippewa Falls, WI
Cleveland, TN
Clinton, PA
Clinton, PA
Clinton, PA
Clinton, TN
Columbus, OH
Columbus, OH
Columbia, SC
West Columbia, SC
Council Bluffs, IA
Croydon, PA
Dallas, GA
LaGrange, GA
Danville, KY
Daytona Beach, FL
Dayton, OH
Dayton, OH
DeForest, WI
DeKalb, IL
De Pere, WI
Des Moines, IA
Duncan, SC
Duncan, SC
Durham, NC
Earth City, MO
Edgefield, SC
Edwardsville, KS
Elizabethtown, PA
Elkhart, IN
Elkhart, IN
El Paso, TX
El Paso, TX
El Paso, TX
El Paso, TX
El Paso, TX
El Paso, TX
El Paso, TX
El Paso, TX
Erlanger, KY
East Troy, WI
East Windsor, CT
East Windsor, CT
Fairborn, OH
Fairfield, OH
Fairfield, OH
Farmington, NY
Florence, KY
Forest Park, GA
Forest Park, GA
Fort Wayne, IN
Fountain Inn, SC
Gaffney, SC
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
798
802
5,304
3,402
5,867
2,303
544
3,161
19,339
12,390
16,840
3,302
5,222
3,123
5,171
6,988
4,438
4,655
1,712
3,175
11,772
875
5,896
23,725
5,402
4,568
6,144
4,477
11,258
6,739
2,700
2,806
938
13,224
5,357
210
3,519
3,674
10,398
9,099
7,905
14,159
9,897
5,893
3,096
3,826
4,962
5,711
4,713
5,569
2,842
5,337
5,342
10,934
9,527
8,189
3,142
8,386
4,712
150
151
942
775
504
133
44
554
—
—
—
403
337
489
783
715
414
829
475
240
965
1,237
331
2,465
1,131
489
525
556
1,002
709
753
1,123
220
1,360
1,000
25
422
—
—
1,248
1,124
1,854
1,581
1,136
—
635
304
400
348
867
948
1,086
410
3,109
1,733
1,715
112
766
1,233
F-44
128
224
2,150
—
77
—
—
84
—
—
—
165
11
167
—
1,543
—
—
—
1,152
3,699
2,232
391
—
151
—
101
—
835
1,118
31
60
750
16
208
143
571
—
—
320
10
812
881
—
1,088
346
—
72
614
70
104
—
20
40
883
127
—
—
548
926
1,026
7,454
3,402
5,944
2,303
544
3,245
19,339
12,390
16,840
3,467
5,233
3,290
5,171
8,531
4,438
4,655
1,712
4,327
15,471
3,107
6,287
23,725
5,553
4,568
6,245
4,477
150
151
942
775
504
133
44
554
—
—
—
403
337
489
783
715
414
829
475
240
965
1,237
331
2,465
1,131
489
525
556
1,076
1,177
8,396
4,177
6,448
2,436
588
3,799
19,339
12,390
16,840
3,870
5,570
3,779
5,954
9,246
4,852
5,484
2,187
4,567
16,436
4,344
6,618
26,190
6,684
5,057
6,770
5,033
12,093
1,002
13,095
7,857
2,731
2,866
1,688
13,240
5,565
353
4,090
3,674
10,398
9,419
7,915
14,971
10,778
5,893
4,184
4,172
4,962
5,783
5,327
5,639
2,946
5,337
5,362
10,974
10,410
8,316
3,142
8,386
5,260
709
753
1,123
220
1,360
1,000
25
422
—
—
1,248
1,124
1,854
1,581
1,136
—
635
304
400
348
867
948
1,086
410
3,109
1,733
1,715
112
766
1,233
8,566
3,484
3,989
1,908
14,600
6,565
378
4,512
3,674
10,398
10,667
9,039
16,825
12,359
7,029
4,184
4,807
5,266
6,183
5,675
6,506
3,894
6,423
5,772
14,083
12,143
10,031
3,254
9,152
6,493
(260)
(340)
(2,286)
(769)
(1,218)
(484)
(112)
(732)
(1,036)
(309)
(211)
(643)
(304)
(754)
(612)
(1,275)
(191)
(29)
(369)
(810)
(3,201)
(893)
(878)
(1,769)
(497)
(807)
(1,238)
(72)
(2,506)
(1,241)
(421)
(332)
(395)
(816)
(829)
(83)
(1,123)
(217)
(639)
(1,363)
(1,425)
(2,218)
(1,451)
(769)
(878)
(458)
(678)
(551)
(1,391)
(1,029)
(454)
(150)
(1,581)
(311)
(1,057)
(760)
(472)
(362)
(425)
2007
2007
2007
2014
2012
2011
2011
2011
2017
2018
2018
2015
2017
2014
2016
2013
2017
2018
2012
2011
2011
2007
2015
2017
2016
2013
2012
2018
2012
2012
2015
2016
2012
2017
2014
2007
2007
2017
2017
2014
2014
2014
2014
2015
2012
2016
2014
2016
2012
2015
2016
2018
2007
2018
2016
2016
2014
2018
2017
City/State
Gahanna, OH
Gardiner, ME
Garland, TX
Germantown, WI
Germantown, WI
Germantown, WI
Germantown, WI
Gloversville, NY
Gloversville, NY
Gloversville, NY
Goshen, IN
Grand Junction, CO
Grand Rapids, MI
Graniteville, SC
Greenwood, SC
Greenwood, SC
Fountain Inn, SC
Greenwood, IN
Greenville, SC
Greer, SC
Greer, SC
Greer, SC
Greer, SC
Greer, SC
Greer, SC
Greensboro, NC
Fountain Inn, SC
Groveport, OH
Grove City, OH
Gurnee, IL
Gurnee, IL
Hampstead, MD
Harrisonburg, VA
Hartland, WI
Harvard, IL
Hazelwood, MO
Hebron, KY
Hilliard, OH
Holland, MI
Houston, TX
Conroe, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Huntersville, NC
Idaho Falls, ID
Independence, VA
Itasca, IL
Jackson, TN
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Janesville, WI
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
—
—
—
—
—
—
—
(692)
(1,118)
(798)
—
—
—
—
(1,437)
(1,224)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,970)
—
—
—
—
—
—
—
—
—
—
—
—
(1,336)
—
—
—
—
—
—
—
4,191
8,983
5,425
6,023
3,296
10,908
6,035
1,299
2,603
1,486
6,509
4,002
7,532
8,389
1,848
1,232
14,984
22,032
3,379
10,841
4,939
1,434
1,748
460
3,016
6,383
4,438
10,920
3,745
11,380
4,902
34,969
11,179
4,634
2,980
5,815
4,601
7,412
3,475
8,435
20,995
7,790
4,906
5,019
8,448
5,037
5,564
7,052
9,371
3,123
2,735
2,212
12,216
2,374
3,438
7,867
8,195
7,266
17,477
1,265
948
1,344
442
359
1,175
1,186
117
151
154
1,442
314
169
1,629
166
169
1,878
2,585
309
1,126
681
129
128
153
306
691
719
642
730
1,716
1,337
780
1,455
1,526
1,157
1,382
370
550
279
1,048
1,853
2,255
1,428
565
2,546
1,502
953
927
809
1,061
356
226
2,428
230
451
650
674
596
828
F-45
1,258
—
842
—
—
—
—
—
20
36
1,800
—
34
—
—
290
81
—
35
—
364
303
64
45
99
19
95
105
78
984
954
—
1,180
—
324
1,391
—
—
60
—
—
9
808
780
158
—
—
—
—
182
71
110
1,170
337
410
321
1,557
1,024
798
5,449
8,983
6,267
6,023
3,296
10,908
6,035
1,299
2,623
1,522
8,309
4,002
7,566
8,389
1,848
1,522
15,065
22,032
3,414
10,841
5,303
1,737
1,812
505
3,115
6,402
4,533
11,025
3,823
12,364
5,856
34,969
12,359
4,634
3,304
7,206
4,601
7,412
3,535
8,435
20,995
7,799
5,714
5,799
8,606
5,037
5,564
7,052
9,371
3,305
2,806
2,322
1,265
948
1,344
442
359
1,175
1,186
117
151
154
1,442
314
169
1,629
166
169
1,878
2,585
309
1,126
681
129
128
153
306
691
719
642
730
1,716
1,337
780
1,455
1,526
1,157
1,382
370
550
279
1,048
1,853
2,255
1,428
565
2,546
1,502
953
927
809
1,061
356
226
6,714
9,931
7,611
6,465
3,655
12,083
7,221
1,416
2,774
1,676
9,751
4,316
7,735
10,018
2,014
1,691
16,943
24,617
3,723
11,967
5,984
1,866
1,940
658
3,421
7,093
5,252
11,667
4,553
14,080
7,193
35,749
13,814
6,160
4,461
8,588
4,971
7,962
3,814
9,483
22,848
10,054
7,142
6,364
11,152
6,539
6,517
7,979
10,180
4,366
3,162
2,548
(1,463)
(988)
(1,136)
(70)
(44)
(31)
(1,269)
(248)
(493)
(285)
(1,738)
(473)
(1,093)
(1,141)
(335)
(289)
(607)
(53)
(448)
(297)
(124)
(220)
(227)
(66)
(411)
(52)
(767)
(604)
(434)
(1,659)
(1,294)
(5,465)
(1,935)
(463)
(861)
2011
2016
2014
2018
2018
2018
2014
2012
2012
2012
2011
2015
2015
2016
2012
2012
2017
2018
2015
2018
2018
2015
2015
2015
2015
2018
2016
2017
2016
2014
2012
2013
2012
2016
2013
(1,888)
2011
(769)
(361)
(801)
(266)
(351)
(1,359)
(1,053)
(1,267)
(702)
(595)
(535)
(413)
(261)
(577)
(518)
(619)
2014
2017
2012
2018
2018
2013
2014
2014
2016
2017
2017
2017
2018
2012
2013
2012
2016
2012
2017
2017
2017
2017
2013
13,386
2,428
15,814
(1,272)
2,711
3,848
8,188
9,752
8,290
18,275
230
451
650
674
596
828
2,941
4,299
8,838
10,426
8,886
19,103
(580)
(342)
(658)
(856)
(697)
(3,242)
City/State
Johnstown, NY
Johnstown, NY
Johnstown, NY
Johnstown, NY
Kendallville, IN
Kenosha, WI
Kentwood, MI
Knoxville, TN
Knoxville, TN
Lafayette, IN
Lafayette, IN
Lafayette, IN
Lancaster, PA
Langhorne, PA
Langhorne, PA
Langhorne, PA
Lansing, MI
Lansing, MI
Lansing, MI
Lansing, MI
Laredo, TX
Las Vegas, NV
Las Vegas, NV
Laurens, SC
Lebanon, IN
Lebanon, PA
Lenexa, KS
Lewiston, ME
Lexington, NC
Libertyville, IL
Libertyville, IL
Livonia, MI
Livonia, MI
Londonderry, NH
Longmont, CO
Loudon, TN
Louisville, KY
Louisville, KY
Macedonia, OH
Machesney Park, IL
Madison, WI
Madison, WI
Madison, TN
Malden, MA
Malden, MA
Maple Grove, MN
Marion, IA
Marion, IN
Marshall, MI
Mascot, TN
Mascot, TN
Salem, OH
Mason, OH
Mayville, WI
McHenry, IL
McHenry, IL
Mebane, NC
Mebane, NC
Mebane, NC
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
(692)
(1,011)
(825)
(1,544)
—
—
—
—
—
(1,144)
(1,943)
(3,992)
—
—
—
—
—
—
(5,322)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,714)
—
—
—
—
—
—
—
—
—
—
—
1,304
1,592
978
1,467
1,510
3,991
2,478
3,201
4,919
2,205
3,405
8,107
5,480
3,868
3,105
6,372
8,164
4,077
7,162
5,209
10,195
12,390
3,259
4,254
21,160
5,235
7,610
5,515
3,968
6,455
770
7,123
8,967
6,683
5,345
3,751
3,875
6,182
8,195
3,742
6,365
4,518
5,758
2,817
3,961
6,634
2,257
2,934
1,051
3,228
3,452
7,674
4,731
4,118
3,818
4,010
4,570
4,148
4,999
178
216
151
140
142
797
407
447
472
295
410
906
1,520
1,370
1,308
1,884
501
580
429
907
1,535
2,615
770
151
1,654
1,380
2,368
173
232
421
143
1,390
848
730
734
170
386
616
1,690
300
609
444
1,655
366
507
969
691
243
199
284
385
858
673
547
576
448
481
443
358
F-46
—
47
—
—
—
591
120
46
—
59
123
301
650
341
535
129
—
—
100
—
—
—
—
—
—
100
—
1,541
1,388
80
53
—
—
—
—
—
520
632
143
—
—
—
1,786
—
—
212
49
718
80
—
65
1,077
—
330
75
14
457
—
677
1,304
1,639
978
1,467
1,510
4,582
2,598
3,247
4,919
2,264
3,528
8,408
6,130
4,209
3,640
6,501
8,164
4,077
7,262
5,209
10,195
12,390
3,259
4,254
21,160
5,335
7,610
7,056
5,356
6,535
823
7,123
8,967
6,683
5,345
3,751
4,395
6,814
8,338
3,742
6,365
4,518
7,544
2,817
3,961
6,846
2,306
3,652
1,131
3,228
3,517
8,751
4,731
4,448
3,893
4,024
5,027
4,148
5,676
178
216
151
140
142
797
407
447
472
295
410
906
1,520
1,370
1,308
1,884
501
580
429
907
1,535
2,615
770
151
1,654
1,380
2,368
173
232
421
143
1,390
848
730
734
170
386
616
1,482
1,855
1,129
1,607
1,652
5,379
3,005
3,694
5,391
2,559
3,938
9,314
7,650
5,579
4,948
8,385
8,665
4,657
7,691
6,116
11,730
15,005
4,029
4,405
22,814
6,715
9,978
7,229
5,588
6,956
966
8,513
9,815
7,413
6,079
3,921
4,781
7,430
1,690
10,028
300
609
444
1,655
366
507
969
691
243
199
284
385
858
673
547
576
448
481
443
358
4,042
6,974
4,962
9,199
3,183
4,468
7,815
2,997
3,895
1,330
3,512
3,902
9,609
5,404
4,995
4,469
4,472
5,508
4,591
6,034
(270)
(274)
(241)
(307)
(481)
(473)
(439)
(580)
(96)
(389)
(587)
(1,649)
(1,406)
(518)
(486)
(557)
(1,831)
(793)
(1,365)
(960)
(645)
(272)
(160)
(516)
(231)
(1,381)
(1,742)
(2,330)
(1,008)
(922)
(341)
(28)
(25)
(1,167)
(113)
(515)
(1,098)
(1,688)
(1,140)
(591)
(273)
(184)
(1,552)
(836)
(1,175)
(446)
(503)
(650)
(232)
(568)
(746)
(2,211)
(884)
(1,409)
(123)
(118)
(903)
(802)
(859)
2012
2012
2012
2012
2006
2016
2013
2015
2018
2012
2012
2012
2015
2016
2016
2016
2011
2012
2012
2013
2017
2018
2017
2015
2018
2017
2014
2007
2011
2015
2015
2018
2018
2013
2018
2015
2011
2011
2015
2015
2017
2017
2011
2007
2007
2017
2013
2012
2013
2016
2013
2006
2014
2007
2018
2018
2012
2012
2013
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
City/State
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
Mechanicsburg, PA
Mechanicsburg, PA
New Kingstown, PA
Mechanicsburg, PA
Mendota Heights, MN
Milford, CT
Mission, TX
Montgomery, AL
Montgomery, IL
Montgomery, IL
Mooresville, NC
Mooresville, NC
Mountain Home, NC
Murfreesboro, TN
Nashua, NH
Nashville, TN
New Berlin, WI
New Castle, DE
New Hope, MN
Lopatcong, NJ
New Kensington, PA
Newton, NC
North Haven, CT
North Jackson, OH
North Jackson, OH
Norcorss, GA
Norton, MA
Novi, MI
Novi, MI
Novi, MI
Oak Creek, WI
Oak Creek, WI
Oakdale, MN
Oakwood Village, OH
Ocala, FL
O'Fallon, MO
O'Fallon, MO
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,608)
—
—
—
—
—
—
—
—
—
O'Hara Township, PA
(14,956)
Oklahoma City, OK
Oklahoma City, OK
Olathe, KS
Orlando, FL
Orlando, FL
Pedricktown, NJ
Pensacola, FL
Pewaukee, WI
Pewaukee, WI
Phenix City, AL
Piedmont, SC
Piedmont, SC
Piedmont, SC
Piedmont, SC
Pineville, NC
Pittston, PA
Pleasant Prairie, WI
Pleasant Prairie, WI
Plymouth, MI
Plymouth, MN
Portage, IN
—
—
—
—
—
—
—
—
—
(1,490)
—
—
—
—
—
—
—
—
—
—
—
5,143
7,144
8,625
8,008
3,492
10,040
12,623
7,523
—
12,485
18,010
7,411
2,472
2,863
8,682
3,601
6,500
17,767
1,970
10,054
9,145
7,338
39,911
4,427
7,681
2,586
6,740
3,879
6,035
16,918
4,350
6,125
5,028
3,067
13,296
3,632
2,676
18,875
2,211
9,199
20,763
4,839
1,996
10,696
2,989
6,678
4,586
1,493
4,152
2,127
2,302
9,260
1,380
19,959
12,341
4,949
4,670
4,978
5,416
1,482
1,800
2,041
1,452
1,494
1,264
1,882
418
173
2,190
4,195
701
523
722
1,431
547
1,068
2,616
1,919
1,554
177
732
4,086
1,528
486
1,589
2,839
252
626
1,381
526
805
1,396
343
731
1,233
1,242
1,435
746
1,614
2,431
1,339
721
2,414
145
841
439
276
231
158
204
797
392
677
2,297
523
365
1,599
—
F-47
795
25
335
—
187
385
—
1,789
—
1,934
—
359
—
9
449
—
141
175
—
1,599
—
1,283
1,387
5
67
—
78
336
—
—
—
250
—
—
1,252
186
332
7,652
22
1,373
2,105
—
—
—
435
—
—
252
86
—
—
—
—
—
—
—
—
—
—
5,938
7,169
8,960
8,008
3,679
10,425
12,623
9,312
—
14,419
18,010
7,770
2,472
2,872
9,131
3,601
6,641
17,942
1,970
11,653
9,145
8,621
41,298
4,432
7,748
2,586
6,818
4,215
6,035
1,482
1,800
2,041
1,452
1,494
1,264
1,882
418
173
2,190
4,195
701
523
722
1,431
547
1,068
2,616
1,919
1,554
177
732
4,086
1,528
486
1,589
2,839
252
626
7,420
8,969
11,001
9,460
5,173
11,689
14,505
9,730
173
16,609
22,205
8,471
2,995
3,594
10,562
4,148
7,709
20,558
3,889
13,207
9,322
9,353
45,384
5,960
8,234
4,175
9,657
4,467
6,661
16,918
1,381
18,299
4,350
6,375
5,028
3,067
14,548
3,818
3,008
26,527
2,233
10,572
22,868
4,839
1,996
10,696
3,424
6,678
4,586
1,745
4,238
2,127
2,302
9,260
1,380
19,959
12,341
4,949
4,670
4,978
5,416
526
805
1,396
343
731
1,233
1,242
1,435
746
1,614
2,431
1,339
721
2,414
145
841
439
276
231
158
204
797
392
677
2,297
523
365
1,599
—
4,876
7,180
6,424
3,410
15,279
5,051
4,250
27,962
2,979
12,186
25,299
6,178
2,717
13,110
3,569
7,519
5,025
2,021
4,469
2,285
2,506
10,057
1,772
20,636
14,638
5,472
5,035
6,577
5,416
(1,225)
(1,215)
(1,384)
(1,335)
(116)
(813)
(205)
(703)
—
(2,529)
(783)
(1,778)
(405)
(628)
(1,606)
(615)
(1,260)
(1,963)
(509)
(1,056)
(128)
(988)
(6,631)
(766)
(1,057)
(529)
(1,633)
(872)
(722)
(241)
(16)
(70)
(50)
(510)
(2,212)
(281)
(678)
(4,923)
(295)
(1,166)
(1,892)
(906)
(419)
(715)
(1,378)
(27)
(18)
(365)
(528)
(277)
(471)
(48)
(326)
(1,133)
(36)
(70)
(716)
(115)
(902)
2014
2014
2014
2014
2018
2017
2018
2016
2018
2012
2017
2011
2014
2014
2014
2013
2013
2016
2013
2011
2018
2011
2015
2013
2011
2016
2011
2012
2015
2018
2018
2018
2018
2015
2013
2017
2011
2012
2016
2015
2016
2013
2012
2017
2007
2018
2018
2012
2015
2015
2015
2018
2012
2017
2018
2018
2015
2018
2012
City/State
Portland, TN
Portland, ME
Rapid City, SD
Reading, PA
Muhlenberg
Township, PA
Redford, MI
Reno, NV
Rock Hill, SC
Rock Hill, SC
Rockwall, TX
Rogers, MN
Rogers, AR
Romulus, MI
Romulus, MI
Rural Hall, NC
Salem, OR
Salem, OR
Salisbury, NC
Sauk Village, IL
Savage, MN
Savannah, GA
San Diego, CA
South Easton, MA
Seville, OH
Seville, OH
Shannon, GA
South Holland, IL
Shreveport, LA
Simpsonville, SC
Simpsonville, SC
Simpsonville, SC
Smithfield, NC
Smyrna, GA
South Bend, IN
Franklin Township,
NJ
Sparks, NV
Spartanburg, SC
Spartanburg, SC
Spartanburg, SC
Stafford, TX
Statham, GA
Sterling Heights, MI
Stone Mountain, GA
Stoughton, MA
Stoughton, MA
South Saint Paul, MN
Streetsboro, OH
Strongsville, OH
Sun Prairie, WI
Swedesboro, NJ
Toledo, OH
Troutman, NC
Libertyville, IL
Libertyville, IL
Tucson, AZ
Tulsa, OK
Twinsburg, OH
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
Land
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
—
—
—
—
—
—
—
(3,795)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,437)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,353
3,727
10,662
5,401
13,866
6,114
3,461
6,297
4,512
16,066
11,787
8,280
14,942
15,043
5,664
3,150
1,452
5,284
5,405
3,996
13,219
15,016
5,880
1,591
1,219
12,969
3,900
6,265
2,960
3,418
24,200
10,657
3,286
4,834
8,322
6,328
15,100
3,694
5,797
6,570
6,130
4,191
2,738
2,613
1,216
14,975
5,481
5,853
5,809
5,129
6,831
13,392
—
—
8,037
8,242
8,027
1,662
891
2,071
1,708
843
728
1,372
1,411
1,095
2,683
1,671
1,072
1,254
1,080
439
599
266
1,535
877
3,194
439
2,290
403
273
492
393
714
1,804
957
470
1,454
613
264
411
2,272
938
1,867
342
493
339
588
1,133
612
2,256
538
2,378
2,161
491
2,360
1,212
213
802
369
397
996
966
590
F-48
66
86
1,161
223
396
405
—
351
772
—
238
1,574
—
32
1,007
640
433
134
105
989
—
78
—
61
110
102
—
145
1,063
948
—
72
45
294
—
977
166
685
685
—
1,151
415
658
824
—
329
214
574
2,499
—
—
—
2
2
—
—
—
8,419
3,813
11,823
5,624
14,262
6,519
3,461
6,648
5,284
16,066
12,025
9,854
14,942
15,075
6,671
3,790
1,885
5,418
5,510
4,985
13,219
15,094
5,880
1,652
1,329
13,071
3,900
6,410
4,023
4,366
24,200
10,729
3,331
5,128
8,322
7,305
15,266
4,379
6,482
6,570
7,281
4,606
3,396
3,437
1,216
15,304
5,695
6,427
8,308
5,129
6,831
13,392
2
2
8,037
8,242
8,027
1,662
891
2,071
1,708
843
728
1,372
1,411
1,095
2,683
1,671
1,072
1,254
1,080
439
599
266
1,535
877
3,194
439
2,290
403
273
492
393
714
1,804
957
470
1,454
613
264
411
2,272
938
1,867
342
493
339
588
1,133
612
2,256
538
2,378
2,161
491
2,360
1,212
213
802
369
397
996
966
590
10,081
4,704
13,894
7,332
15,105
7,247
4,833
8,059
6,379
18,749
13,696
10,926
16,196
16,155
7,110
4,389
2,151
6,953
6,387
8,179
13,658
17,384
6,283
1,925
1,821
13,464
4,614
8,214
4,980
4,836
25,654
11,342
3,595
5,539
10,594
8,243
17,133
4,721
6,975
6,909
7,869
5,739
4,008
5,693
1,754
17,682
7,856
6,918
10,668
6,341
7,044
14,194
371
399
9,033
9,208
8,617
(1,937)
(706)
(4,157)
(710)
(2,569)
(838)
(664)
(766)
(424)
(984)
(3,476)
(1,923)
(378)
(1,009)
(1,456)
(830)
(469)
(580)
(927)
(1,202)
(2,054)
(974)
(218)
(418)
(781)
(1,873)
(853)
(1,208)
(691)
(719)
(65)
(1,147)
(723)
(937)
(891)
(697)
(1,603)
(728)
(1,202)
(242)
(1,213)
(818)
(240)
(1,012)
(345)
(368)
(1,607)
(962)
(1,732)
(297)
(1,418)
(171)
—
—
(28)
(976)
(1,996)
2012
2012
2007
2016
2012
2017
2014
2016
2017
2017
2011
2011
2018
2017
2011
2011
2011
2017
2013
2014
2014
2017
2017
2011
2011
2013
2013
2015
2012
2012
2018
2011
2012
2012
2017
2017
2016
2014
2012
2017
2012
2012
2017
2015
2015
2018
2011
2014
2011
2017
2012
2018
2015
2015
2018
2015
2007
Initial Cost to STAG
Industrial, Inc.
Gross Amounts at Which Carried at
December 31, 2018
Encumbrances (1)
Building &
Improvements (2)
—
—
—
—
—
—
—
—
—
—
(236)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,438)
(1,570)
(719)
—
—
—
—
—
—
—
—
—
8,243
1,394
1,905
1,860
929
1,039
4,872
6,111
6,244
12,111
197
6,111
16,035
5,140
8,868
2,036
674
768
895
904
6,247
9,570
9,151
4,646
5,808
4,601
1,815
1,839
833
9,059
11,054
5,042
3,796
14,538
15,049
4,893
2,398
16,150
Land
2,355
—
462
444
252
251
855
585
2,105
1,853
133
502
1,290
1,004
936
768
382
450
369
216
915
488
240
551
661
963
88
107
76
688
610
1,226
496
2,152
966
416
379
1,832
Costs Capitalized
Subsequent to
Acquisition and
Valuation Provision
Building &
Improvements
Land
Total
Accumulated
Depreciation (3)
Acq
Date
85
619
371
24
176
—
169
—
—
—
—
10
—
—
—
772
282
272
269
276
969
—
348
2,301
23
—
11
131
181
—
16
—
—
207
—
323
—
—
8,328
2,013
2,276
1,884
1,105
1,039
5,041
6,111
6,244
12,111
197
6,121
16,035
5,140
8,868
2,808
956
1,040
1,164
1,180
7,216
9,570
9,499
6,947
5,831
4,601
1,826
1,970
1,014
9,059
11,070
5,042
3,796
14,745
15,049
5,216
2,398
16,150
2,355
10,683
(1,971)
—
462
444
252
251
855
585
2,105
1,853
133
502
1,290
1,004
936
768
382
450
369
216
915
488
240
551
661
963
88
107
76
688
610
1,226
496
2,152
966
416
379
1,832
2,013
2,738
2,328
1,357
1,290
5,896
6,696
8,349
13,964
330
6,623
17,325
6,144
9,804
3,576
1,338
1,490
1,533
1,396
8,131
10,058
9,739
7,498
6,492
5,564
1,914
2,077
1,090
9,747
11,680
6,268
4,292
16,897
16,015
5,632
2,777
17,982
(382)
(402)
(248)
(208)
(201)
(1,220)
(403)
(517)
(35)
(40)
(543)
(1,415)
(386)
(685)
(266)
(113)
(131)
(160)
(114)
(912)
(732)
(347)
(641)
(474)
(53)
(315)
(382)
(230)
(1,632)
(1,827)
(383)
(774)
(790)
(474)
(609)
(745)
(215)
2011
2011
2015
2015
2015
2015
2011
2017
2017
2018
2012
2017
2016
2017
2016
2016
2016
2016
2016
2016
2016
2016
2017
2016
2016
2018
2012
2012
2012
2013
2014
2016
2012
2017
2018
2014
2007
2018
$
(57,011)
$
2,481,484
$
364,023
$
121,109
$
2,602,593
$364,023
$2,966,616
$
(316,930)
City/State
Vonore, TN
Waco, TX
West Allis, WI
West Allis, WI
West Allis, WI
West Allis, WI
Walker, MI
Wallingford, CT
Walton, KY
Warrendale, PA
Ware Shoals, SC
Warren, MI
Warren, MI
Waukegan, IL
West Chester, OH
West Chicago, IL
West Chicago, IL
West Chicago, IL
West Chicago, IL
West Chicago, IL
West Chicago, IL
West Columbia, SC
West Columbia, SC
West Columbia, SC
Westborough, MA
White Marsh, MD
Wichita, KS
Wichita, KS
Wichita, KS
Williamsport, PA
Winston-Salem, NC
Wood Dale, IL
Woodstock, IL
York, PA
York, PA
Yorkville, WI
Bardstown, KY
Youngsville, NC
Total
(1) Balance excludes the unamortized balance of fair market value premiums of approximately $0.1 million and unamortized deferred financing fees and debt
issuance costs of approximately $0.5 million.
(2) The initial costs of building and improvements is the acquisition costs less asset impairment write-downs, building expansions and disposals of building and
tenant improvements.
(3) Depreciation expense is computed using the straight-line method based on the following estimated useful lives:
Description
Building
Building and land improvements
Tenant improvements
Estimated Useful Life
40 Years
Up to 20 years
Shorter of useful life or terms of related lease
As of December 31, 2018, the aggregate cost for federal income tax purposes of investments in real estate was approximately $3.7
billion.
F-49
Real Estate:
Balance at beginning of period
Additions during period
Other acquisitions
Improvements, etc.
Other additions
Deductions during period
Cost of real estate sold
Write-off of tenant improvements
Asset impairments and involuntary conversion
Balance at the end of the period including assets held for sale
Assets held for sale
Balance at the end of the period excluding assets held for sale
Accumulated Depreciation:
Balance at beginning of period
Additions during period
Depreciation and amortization expense
Other additions
Deductions during period
Disposals
Balance at the end of the period including assets held for sale
Assets held for sale
Balance at the end of the period excluding assets held for sale
Year ended December 31,
2017
2016
2018
$
2,524,112
$
2,009,716
$
1,711,612
565,645
34,458
—
(150,692)
(1,334)
(5,573)
2,966,616
—
2,966,616
251,943
90,320
—
(25,333)
316,930
—
316,930
$
$
$
514,725
53,099
—
(48,674)
(2,166)
(2,588)
2,524,112
(20,731)
2,503,381
187,413
75,314
—
(10,784)
251,943
(2,886)
249,057
$
$
$
381,131
33,133
—
(97,342)
(2,585)
(16,233)
2,009,716
—
2,009,716
147,917
57,391
—
(17,895)
187,413
—
187,413
$
$
$
F-50
STAG: SINGLE TENANT
ACQUISITION GROUP
STAG Industrial, Inc. (NYSE: STAG) is a real estate
investment trust (REIT) focused on the acquisition
and operation of single-tenant, industrial properties
throughout the United States.
STAG acquires individual, single-tenant industrial properties that are priced
according to the binary nature of their cash flows. The acquisition of these
properties and the addition of the binary risk cash flows they generate
to a diversified portfolio mitigate the risk and enhance the stability of
cash flow derived from the portfolio. By precisely targeting single-tenant
industrial properties, adhering to a relative value investment model and
developing operational expertise in its target markets, STAG has consistently
delivered a combination of both income and growth to its shareholders.
NOI GROWTH
FFO GROWTH24.3%
15.9%
$677M
ACQUIRED
6.9% CAPITALIZATION RATE · 53 BUILDINGS
OPERATING
PORTFOLIO
OCCUPANCY
95.8%
77M SQ FT · 37 STATES · 349 TENANTS
9.6M
SQ FT
LEASED
15.2%RENT CHANGE
BOARD OF DIRECTORS
BENJAMIN S. BUTCHER
Chairman of the Board
Chief Executive Officer & President
VIRGIS W. COLBERT
Former Executive Vice President
World Wide Operations
Miller Brewing Company
MICHELLE S. DILLEY
Chief Operating Officer
DSC Logistics, Inc.
JEFFREY D. FURBER
Chief Executive Officer
AEW Capital Management
LARRY T. GUILLEMETTE
Former Chairman of the Board
Former Chief Executive Officer
& President
Amtrol, Inc.
FRANCIS X. JACOBY III
Chief Financial Officer
Leggat McCall Properties, LLC
CHRISTOPHER P. MARR
Chief Executive Officer & President
CubeSmart
HANS S. WEGER
Former Chief Financial Officer
FOCUS Brands Inc.
MANAGEMENT TEAM
BENJAMIN S. BUTCHER
Chairman of the Board
Chief Executive Officer & President
JEFFREY M. SULLIVAN
General Counsel & Secretary
Executive Vice President
WILLIAM R. CROOKER
Chief Financial Officer
Executive Vice President & Treasurer
DAVID G. KING
Director of Real Estate Operations
Executive Vice President
STEPHEN C. MECKE
Chief Operating Officer
Executive Vice President
CORPORATE INFORMATION
EXECUTIVE OFFICES
One Federal Street, 23rd Floor
Boston, MA 02110
617-574-4777
stagindustrial.com
INVESTOR RELATIONS
617-226-4987
InvestorRelations@stagindustrial.com
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
Boston, MA
OUTSIDE CORPORATE COUNSEL
DLA Piper LLP (US)
New York, NY
TRANSFER AGENT
Continental Stock and Trust Company
1 State Street, 30th Floor
New York, NY 10004
212-509-4000
continentalstock.com
2018 ANNUAL REPORTOne Federal Street, 23rd FloorBoston, MA 0211061 7–574–47 7 7stagindustrial.com