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STAG Industrial, Inc. - Quarter Report: 2018 September (Form 10-Q)

Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
____________________________________________________________________________
 
FORM 10-Q 
____________________________________________________________________________
 
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 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
27-3099608
(State or other jurisdiction
of incorporation or organization)
(IRS Employer
Identification No.)
 
 
One Federal Street, 23rd Floor
Boston, Massachusetts
02110
(Address of principal executive offices)
(Zip Code)
 
(617) 574-4777
(Registrant’s telephone number, including area code)
 
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 x  No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x  No ¨
 
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 x
Accelerated filer ¨
 
 
Non-accelerated filer ¨
Smaller reporting company ¨
(Do not check if a 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 x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common and preferred stock as of the latest practicable date.
 
Class
 
Outstanding at October 31, 2018
Common Stock ($0.01 par value)
 
108,893,286

6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)
 
3,000,000

 


Table of Contents

STAG INDUSTRIAL, INC.
Table of Contents 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

Table of Contents

Part I. Financial Information
Item 1.  Financial Statements

STAG Industrial, Inc.
Consolidated Balance Sheets
(unaudited, in thousands, except share data)
 
September 30, 2018

December 31, 2017
Assets
 

 
Rental Property:
 

 
Land
$
355,590


$
321,560

Buildings and improvements, net of accumulated depreciation of $301,787 and $249,057, respectively
2,202,755


1,932,764

Deferred leasing intangibles, net of accumulated amortization of $237,892 and $280,642, respectively
327,734


313,253

Total rental property, net
2,886,079


2,567,577

Cash and cash equivalents
6,024


24,562

Restricted cash
5,231


3,567

Tenant accounts receivable, net
39,170


33,602

Prepaid expenses and other assets
35,122


25,364

Interest rate swaps
17,649


6,079

Assets held for sale, net


19,916

Total assets
$
2,989,275


$
2,680,667

Liabilities and Equity
 

 
Liabilities:
 

 
Unsecured credit facility
$
95,000


$
271,000

Unsecured term loans, net
596,085


446,265

Unsecured notes, net
572,389


398,234

Mortgage notes, net
56,993


58,282

Accounts payable, accrued expenses and other liabilities
53,445


43,216

Interest rate swaps


1,217

Tenant prepaid rent and security deposits
19,328


19,045

Dividends and distributions payable
14,530


11,880

Deferred leasing intangibles, net of accumulated amortization of $13,043 and $13,555, respectively
20,708


21,221

Total liabilities
1,428,478


1,270,360

Commitments and contingencies (Note 10)



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 September 30, 2018 and December 31, 2017, respectively


70,000

Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at September 30, 2018 and December 31, 2017
75,000


75,000

Common stock, par value $0.01 per share, 150,000,000 shares authorized, 107,825,791 and 97,012,543 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
1,078


970

Additional paid-in capital
2,003,983


1,725,825

Cumulative dividends in excess of earnings
(589,785
)

(516,691
)
Accumulated other comprehensive income
16,485


3,936

Total stockholders’ equity
1,506,761


1,359,040

Noncontrolling interest
54,036


51,267

Total equity
1,560,797


1,410,307

Total liabilities and equity
$
2,989,275


$
2,680,667

The accompanying notes are an integral part of these consolidated financial statements.

3

Table of Contents

STAG Industrial, Inc.
Consolidated Statements of Operations
(unaudited, in thousands, except per share data)
 
Three months ended September 30,

Nine months ended September 30,
 
2018

2017

2018
 
2017
Revenue
    


    


    

 
 
Rental income
$
75,159


$
65,673


$
217,227

 
$
186,621

Tenant recoveries
13,518


12,366


39,443

 
32,952

Other income
269


105


1,033

 
244

Total revenue
88,946


78,144


257,703

 
219,817

Expenses
 


 


 

 
 
Property
17,112


15,401


50,735

 
42,312

General and administrative
8,911


8,380


25,637

 
25,090

Property acquisition costs


1,386



 
4,684

Depreciation and amortization
44,355


38,186


125,221

 
110,286

Loss on impairments




2,934

 

Loss on involuntary conversion

 

 

 
330

Other expenses
223


58


864

 
1,502

Total expenses
70,601


63,411


205,391

 
184,204

Other income (expense)
 


 


 

 
 
Interest and other income
3

 
2

 
16

 
10

Interest expense
(12,698
)

(10,446
)

(35,602
)
 
(31,557
)
Loss on extinguishment of debt
(13
)

(13
)

(13
)
 
(15
)
Gain on the sales of rental property, net
3,239


17,563


32,276

 
19,225

Total other income (expense)
(9,469
)

7,106


(3,323
)
 
(12,337
)
Net income
$
8,876


$
21,839


$
48,989

 
$
23,276

Less: income attributable to noncontrolling interest after preferred stock dividends
281


828


1,589

 
673

Net income attributable to STAG Industrial, Inc.
$
8,595


$
21,011


$
47,400

 
$
22,603

Less: preferred stock dividends
1,289


2,449


6,315

 
7,345

Less: redemption of preferred stock

 

 
2,661

 

Less: amount allocated to participating securities
69


84


209

 
250

Net income attributable to common stockholders
$
7,237


$
18,478


$
38,215

 
$
15,008

Weighted average common shares outstanding — basic
105,783


92,787


101,095

 
87,632

Weighted average common shares outstanding — diluted
106,333


93,435


101,495

 
88,238

Net income per share — basic and diluted
 


 


 

 
 
Net income per share attributable to common stockholders — basic
$
0.07

 
$
0.20

 
$
0.38

 
$
0.17

Net income per share attributable to common stockholders — diluted
$
0.07

 
$
0.20

 
$
0.38

 
$
0.17

The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents

STAG Industrial, Inc.
Consolidated Statements of Comprehensive Income
(unaudited, in thousands)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
8,876

 
$
21,839

 
$
48,989

 
$
23,276

Other comprehensive income:
 
 
 
 
 
 
 
Income on interest rate swaps
2,060

 
598

 
12,811

 
300

Other comprehensive income
2,060

 
598

 
12,811

 
300

Comprehensive income
10,936

 
22,437

 
61,800

 
23,576

Income attributable to noncontrolling interest after preferred stock dividends
(281
)
 
(828
)
 
(1,589
)
 
(673
)
Other comprehensive income attributable to noncontrolling interest
(76
)
 
(26
)
 
(509
)
 
(13
)
Comprehensive income attributable to STAG Industrial, Inc.
$
10,579

 
$
21,583

 
$
59,702

 
$
22,890

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STAG Industrial, Inc.
Consolidated Statements of Equity
(unaudited, in thousands, except share data)
 
Preferred Stock
 
Common Stock
 
Additional Paid-in Capital
 
Cumulative Dividends in excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders' Equity
 
Noncontrolling Interest - Unit holders in Operating Partnership
 
Total Equity
 
 
Shares
 
Amount
 
 
 
 
 
 
Nine months ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
$
145,000

 
97,012,543

 
$
970

 
$
1,725,825

 
$
(516,691
)
 
$
3,936

 
$
1,359,040

 
$
51,267

 
$
1,410,307

Cash flow hedging instruments cumulative effect adjustment (Note 2)

 

 

 

 
(258
)
 
247

 
(11
)
 
11

 

Proceeds from sales of common stock

 
10,387,962

 
104

 
276,353

 

 

 
276,457

 

 
276,457

Redemption of preferred stock
(70,000
)
 

 

 
5,141

 
(5,158
)
 

 
(70,017
)
 

 
(70,017
)
Offering costs

 

 

 
(3,129
)
 

 

 
(3,129
)
 

 
(3,129
)
Dividends and distributions, net

 

 

 

 
(114,541
)
 

 
(114,541
)
 
(5,253
)
 
(119,794
)
Non-cash compensation activity, net

 
73,231

 
1

 
1,829

 
(537
)
 

 
1,293

 
3,880

 
5,173

Redemption of common units to common stock

 
352,055

 
3

 
4,398

 

 

 
4,401

 
(4,401
)
 

Rebalancing of noncontrolling interest

 

 

 
(6,434
)
 

 

 
(6,434
)
 
6,434

 

Other comprehensive income

 

 

 

 

 
12,302

 
12,302

 
509

 
12,811

Net income

 

 

 

 
47,400

 

 
47,400

 
1,589

 
48,989

Balance, September 30, 2018
$
75,000

 
107,825,791

 
$
1,078

 
$
2,003,983

 
$
(589,785
)
 
$
16,485

 
$
1,506,761

 
$
54,036

 
$
1,560,797

Nine months ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
$
145,000

 
80,352,304

 
$
804

 
$
1,293,706

 
$
(410,978
)
 
$
(1,496
)
 
$
1,027,036

 
$
39,890

 
$
1,066,926

Proceeds from sales of common stock

 
13,165,996

 
132

 
339,492

 

 

 
339,624

 

 
339,624

Offering costs

 

 

 
(4,746
)
 

 

 
(4,746
)
 

 
(4,746
)
Dividends and distributions, net

 

 

 

 
(100,509
)
 

 
(100,509
)
 
(4,932
)
 
(105,441
)
Non-cash compensation activity, net

 
43,492

 

 
2,911

 
(194
)
 

 
2,717

 
3,509

 
6,226

Redemption of common units to common stock

 
300,991

 
3

 
3,314

 

 

 
3,317

 
(3,317
)
 

Issuance of units

 

 

 

 

 

 

 
18,558

 
18,558

Rebalancing of noncontrolling interest

 

 

 
3,632

 

 

 
3,632

 
(3,632
)
 

Other comprehensive income

 

 

 

 

 
287

 
287

 
13

 
300

Net income

 

 

 

 
22,603

 

 
22,603

 
673

 
23,276

Balance, September 30, 2017
$
145,000

 
93,862,783

 
$
939

 
$
1,638,309

 
$
(489,078
)
 
$
(1,209
)
 
$
1,293,961

 
$
50,762

 
$
1,344,723

The accompanying notes are an integral part of these consolidated financial statements.

6

Table of Contents

STAG Industrial, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 
Nine months ended September 30,
 
2018
 
2017
Cash flows from operating activities:
    
 
    
Net income
$
48,989

 
$
23,276

Adjustment to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
125,221

 
110,286

Loss on impairments
2,934

 

Loss on involuntary conversion

 
330

Non-cash portion of interest expense
1,698

 
1,465

Intangible amortization in rental income, net
3,206

 
3,873

Straight-line rent adjustments, net
(8,297
)
 
(4,855
)
Dividends on forfeited equity compensation
15

 
2

Loss on extinguishment of debt
13

 
15

Gain on the sales of rental property, net
(32,276
)
 
(19,225
)
Non-cash compensation expense
6,671

 
7,159

Change in assets and liabilities:
 
 
 
Tenant accounts receivable, net
501

 
(955
)
Prepaid expenses and other assets
(9,597
)
 
(10,479
)
Accounts payable, accrued expenses and other liabilities
9,249

 
5,572

Tenant prepaid rent and security deposits
283

 
3,570

Total adjustments
99,621

 
96,758

Net cash provided by operating activities
148,610

 
120,034

Cash flows from investing activities:
 
 
 
Acquisitions of land and buildings and improvements
(382,981
)
 
(405,790
)
Additions of land and building and improvements
(23,578
)
 
(27,539
)
Acquisitions of other assets
(794
)
 

Acquisitions of other liabilities
242

 

Proceeds from sales of rental property, net
89,407

 
43,454

Proceeds from insurance on involuntary conversion

 
857

Acquisition deposits, net
(695
)
 
685

Acquisitions of deferred leasing intangibles
(74,851
)
 
(79,961
)
Net cash used in investing activities
(393,250
)
 
(468,294
)
Cash flows from financing activities:
 
 
 
Proceeds from unsecured credit facility
643,000

 
538,000

Repayment of unsecured credit facility
(819,000
)
 
(321,000
)
Proceeds from unsecured term loans
150,000

 

Proceeds from unsecured notes
175,000

 

Repayment of mortgage notes
(1,379
)
 
(105,027
)
Payment of loan fees and costs
(4,451
)
 
(1,185
)
Proceeds from sales of common stock
276,457

 
339,624

Redemption of preferred stock
(70,000
)
 

Offering costs
(3,191
)
 
(4,746
)
Dividends and distributions
(117,146
)
 
(103,655
)
Repurchase and retirement of share-based compensation
(1,524
)
 
(969
)
Net cash provided by financing activities
227,766

 
341,042

Decrease in cash and cash equivalents and restricted cash
(16,874
)
 
(7,218
)
Cash and cash equivalents and restricted cash—beginning of period
28,129

 
21,805

Cash and cash equivalents and restricted cash—end of period
$
11,255

 
$
14,587

Supplemental disclosure:
 
 
 
Cash paid for interest, net of capitalized interest
$
31,875

 
$
30,476

Supplemental schedule of non-cash investing and financing activities
 
 
 
Issuance of units for acquisitions of land and building and improvements and deferred leasing intangibles
$

 
$
18,558

Acquisitions of land and buildings and improvements
$
(232
)
 
$
(17,304
)
Acquisitions of deferred leasing intangibles
$
(48
)
 
$
(2,064
)
Partial disposal of building due to involuntary conversion of building
$

 
$
363

Investing other receivables due to involuntary conversion of building
$

 
$
(363
)
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities
$
(1,475
)
 
$
(13,201
)
Additions to building and other capital improvements from non-cash compensation
$
(20
)
 
$
(24
)
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities
$
48

 
$
30

Reclassification of preferred stock called for redemption to liability
$
70,000

 
$

Dividends and distributions accrued
$
14,530

 
$
11,516

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STAG Industrial, Inc.
Notes to Consolidated Financial Statements
(unaudited)
1. Organization and Description of Business

STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition 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 Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets 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 September 30, 2018 and December 31, 2017, the Company owned a 96.4% 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 September 30, 2018, the Company owned 381 buildings in 37 states with approximately 75.4 million rentable square feet, consisting of 313 warehouse/distribution buildings, 59 light manufacturing buildings, and 9 flex/office buildings. The Company’s buildings were approximately 95.4% leased to 330 tenants as of September 30, 2018.

2. Summary of Significant Accounting Policies

Interim Financial Information
 
The accompanying interim financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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 Standards

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.


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Table of Contents

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 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 nine months ended September 30, 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.

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.

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.


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Table of Contents

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 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. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019.

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. While lease contracts with customers, which constitute a vast majority of the Company’s revenues, are specifically excluded from the model’s scope, 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. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019.

Restricted Cash

Restricted cash may include tenant security deposits and cash held in escrow for real estate taxes and capital improvements as required in various mortgage note agreements. Restricted cash also may include amounts held by the Company’s transfer agent for preferred stock dividends that are distributed subsequent to period end. 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)
 
September 30, 2018
 
December 31, 2017
Cash and cash equivalents
 
$
6,024

 
$
24,562

Restricted cash
 
5,231

 
3,567

Total cash and cash equivalents and restricted cash
 
$
11,255

 
$
28,129


Tenant Accounts Receivable, net

As of September 30, 2018 and December 31, 2017, the Company had an allowance for doubtful accounts of approximately $0.6 million and $0.1 million, respectively.

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As of September 30, 2018 and December 31, 2017, the Company had accrued rental income, net of allowance of approximately $30.7 million and $24.7 million, respectively. As of September 30, 2018 and December 31, 2017, the Company had an allowance on accrued rental income of $0.2 million and $0.2 million, respectively.

As of September 30, 2018 and December 31, 2017, the Company had approximately $14.6 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 September 30, 2018 and December 31, 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 September 30, 2018 and December 31, 2017, the Company's total liability associated with these lease security deposits was approximately $8.7 million and $8.1 million, respectively, and is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

Revenue Recognition

Tenant Recoveries

The Company estimates that real estate taxes, which are the responsibility of certain tenants under the terms of their leases and are not reflected on the Company's consolidated financial statements, were approximately $3.8 million, $10.9 million, $2.9 million and $9.2 million for the three and nine months ended September 30, 2018 and 2017, 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.

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.

Taxes

Federal Income Taxes

The Company's taxable REIT subsidiaries recognized a net loss of approximately $22,000, $0.1 million, $0.2 million and $0.4 million for the three and nine months ended September 30, 2018 and 2017, respectively, which has been included on the accompanying Consolidated Statements of Operations.

State and Local Income, Excise, and Franchise Tax

State and local income, excise, and franchise taxes in the amount of $0.1 million, $0.6 million, $0.3 million and $0.7 million have been recorded in other expenses on the accompanying Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017, respectively.

Uncertain Tax Positions

As of September 30, 2018 and December 31, 2017, there were no liabilities for uncertain tax positions.

Concentrations of Credit Risk

Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk.


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Table of Contents

3. Rental Property

The following table summarizes the components of rental property as of September 30, 2018 and December 31, 2017.
Rental Property (in thousands)
 
September 30, 2018
 
December 31, 2017
Land
 
$
355,590

 
$
321,560

Buildings, net of accumulated depreciation of $190,538 and $160,281, respectively
 
2,006,013

 
1,756,579

Tenant improvements, net of accumulated depreciation of $35,495 and $32,714, respectively
 
30,577

 
30,138

Building and land improvements, net of accumulated depreciation of $75,754 and $56,062, respectively
 
160,496

 
143,170

Construction in progress
 
5,669

 
2,877

Deferred leasing intangibles, net of accumulated amortization of $237,892 and $280,642, respectively
 
327,734

 
313,253

Total rental property, net
 
$
2,886,079

 
$
2,567,577


Acquisitions

The following table summarizes the acquisitions of the Company during the three and nine months ended September 30, 2018.
Market (1)
 
Date Acquired
 
Square Feet
 
Buildings
 
Purchase Price
(in thousands)
Greenville/Spartanburg, SC
 
January 11, 2018
 
203,000

 
1

 
$
10,755

Minneapolis/St Paul, MN
 
January 26, 2018
 
145,351

 
1

 
13,538

Philadelphia, PA
 
February 1, 2018
 
278,582

 
1

 
18,277

Houston, TX
 
February 22, 2018
 
242,225

 
2

 
22,478

Greenville/Spartanburg, SC
 
March 30, 2018
 
222,710

 
1

 
13,773

Three months ended March 31, 2018
 
 
 
1,091,868

 
6

 
78,821

Chicago, IL
 
April 23, 2018
 
169,311

 
2

 
10,975

Milwaukee/Madison, WI
 
April 26, 2018
 
53,680

 
1

 
4,316

Pittsburgh, PA
 
April 30, 2018
 
175,000

 
1

 
15,380

Detroit, MI
 
May 9, 2018
 
274,500

 
1

 
19,328

Minneapolis/St Paul, MN
 
May 15, 2018
 
509,910

 
2

 
26,983

Cincinnati/Dayton, OH
 
May 23, 2018
 
158,500

 
1

 
7,317

Baton Rouge, LA
 
May 31, 2018
 
279,236

 
1

 
21,379

Las Vegas, NV
 
June 12, 2018
 
122,472

 
1

 
17,920

Greenville/Spartanburg, SC
 
June 15, 2018
 
131,805

 
1

 
5,621

Denver, CO
 
June 18, 2018
 
64,750

 
1

 
7,044

Cincinnati/Dayton, OH
 
June 25, 2018
 
465,136

 
1

 
16,421

Charlotte, NC
 
June 29, 2018
 
69,200

 
1

 
5,446

Houston, TX
 
June 29, 2018
 
252,662

 
1

 
27,170

Three months ended June 30, 2018
 
 
 
2,726,162

 
15

 
185,300

Knoxville, TN
 
July 10, 2018
 
106,000

 
1

 
6,477

Pittsburgh, PA
 
August 2, 2018
 
265,568

 
1

 
19,186

Raleigh/Durham, NC
 
August 2, 2018
 
365,000

 
1

 
21,067

Detroit, MI
 
August 6, 2018
 
439,150

 
1

 
21,077

Des Moines, IA
 
August 8, 2018
 
121,922

 
1

 
6,053

McAllen/Edinburg/Pharr, TX
 
August 9, 2018
 
270,084

 
1

 
18,523

Pittsburgh, PA
 
August 15, 2018
 
200,500

 
1

 
11,327

Minneapolis/St Paul, MN
 
August 24, 2018
 
120,606

 
1

 
8,422

Milwaukee/Madison, WI
 
September 28, 2018
 
100,800

 
1

 
7,484

Milwaukee/Madison, WI
 
September 28, 2018
 
174,633

 
2

 
13,288

Chicago, IL
 
September 28, 2018
 
105,637

 
1

 
6,368

Indianapolis, IN
 
September 28, 2018
 
478,721

 
1

 
29,085

Augusta/Richmond County, GA
 
September 28, 2018
 
203,726

 
1

 
9,379

Charlotte, NC
 
September 28, 2018
 
301,000

 
1

 
16,807

Three months ended September 30, 2018
 
 
 
3,253,347

 
15

 
194,543

Nine months ended September 30, 2018
 
 
 
7,071,377

 
36

 
$
458,664

(1) As defined by CoStar Realty Information Inc.


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Table of Contents

The following table summarizes the allocation of the consideration paid at the date of acquisition during the nine months ended September 30, 2018 for the acquired assets and liabilities in connection with the acquisitions identified in the table above.
Acquired Assets and Liabilities
 
Purchase Price (in thousands)
 
Weighted Average Amortization Period (years) of Intangibles at Acquisition
Land
 
$
39,340

 
N/A
Buildings
 
317,293

 
N/A
Tenant improvements
 
4,849

 
N/A
Building and land improvements
 
21,731

 
N/A
Deferred leasing intangibles - In-place leases
 
52,276

 
8.7
Deferred leasing intangibles - Tenant relationships
 
21,861

 
11.8
Deferred leasing intangibles - Above market leases
 
4,062

 
8.2
Deferred leasing intangibles - Below market leases
 
(3,122
)
 
6.7
Deferred leasing intangibles - Above market ground leases
 
(178
)
 
48.1
Other assets
 
794

 
N/A
Other liabilities
 
(242
)
 
N/A
Total purchase price
 
$
458,664

 
 

The table below sets forth the results of operations for the three and nine months ended September 30, 2018 for the buildings acquired during the nine months ended September 30, 2018 included in the Company’s Consolidated Statements of Operations from the date of acquisition.
Results of Operations (in thousands)
 
Three months ended September 30, 2018
 
Nine months ended September 30, 2018
Total revenue
 
$
7,122

 
$
11,156

Net income
 
$
1,556

 
$
1,642


Dispositions

During the nine months ended September 30, 2018, the Company sold 11 buildings comprised of approximately 2.0 million square feet with a net book value of approximately $57.1 million to third parties. These buildings contributed approximately $0.1 million, $2.7 million, $2.6 million and $7.7 million to revenue for the three and nine months ended September 30, 2018 and 2017, respectively. These buildings contributed approximately $5,000, $0.1 million, $0.5 million and $1.4 million to net income (exclusive of loss on involuntary conversion, loss on impairments, and gain on the sales of rental property, net) for the three and nine months ended September 30, 2018 and 2017, respectively. Net proceeds from the sales of rental property were approximately $89.4 million and the Company recognized the full gain on the sales of rental property, net of approximately $32.3 million for the nine months ended September 30, 2018.

Loss on Impairments

The following table summarizes the Company's loss on impairments for assets held and used during the nine months ended September 30, 2018.
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)
Buena Vista, VA(4)
 
1
 
Change in estimated hold period
(5)
Discounted cash flows
(6)
 
 
 
Sergeant Bluff, IA(4)
 
1
 
Change in estimated hold period
(5)
Discounted cash flows
(6)
 
 
 
Three months ended March 31, 2018
 
 
 
$
3,176

 
$
2,934

Nine months ended September 30, 2018
 
 
 
$
3,176

 
$
2,934

(1)
As defined by CoStar Realty Information Inc.
(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 assets held and used is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
(4)
These buildings do not have markets as defined by CoStar Realty Information Inc.
(5)
This property was sold during the nine months ended September 30, 2018.
(6)
Level 3 inputs used to determine fair value for the impaired assets held and used 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%.


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Table of Contents

Deferred Leasing Intangibles

The following table sets forth the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017.
 
 
September 30, 2018
 
December 31, 2017
Deferred Leasing Intangibles (in thousands)
 
Gross
 
Accumulated Amortization
 
Net
 
Gross
 
Accumulated Amortization
 
Net
Above market leases
 
$
70,454

 
$
(31,663
)
 
$
38,791

 
$
78,558

 
$
(36,810
)
 
$
41,748

Other intangible lease assets
 
495,172

 
(206,229
)
 
288,943

 
515,337

 
(243,832
)
 
271,505

Total deferred leasing intangible assets
 
$
565,626

 
$
(237,892
)
 
$
327,734

 
$
593,895

 
$
(280,642
)
 
$
313,253

 
 
 
 
 
 
 
 
 
 
 
 
 
Below market leases
 
$
33,751

 
$
(13,043
)
 
$
20,708

 
$
34,776

 
$
(13,555
)
 
$
21,221

Total deferred leasing intangible liabilities
 
$
33,751

 
$
(13,043
)
 
$
20,708

 
$
34,776

 
$
(13,555
)
 
$
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 three and nine months ended September 30, 2018 and 2017.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Deferred Leasing Intangibles Amortization (in thousands)
 
2018
 
2017
 
2018
 
2017
Net decrease to rental income related to above and below market lease amortization
 
$
1,150

 
$
1,318

 
$
3,206

 
$
3,873

Amortization expense related to other intangible lease assets
 
$
20,361

 
$
17,934

 
$
56,698

 
$
53,747


The following table sets forth the amortization of deferred leasing intangibles over the next five calendar years beginning with 2018 as of September 30, 2018.
Year
 
Amortization Expense Related to Other Intangible Lease Assets (in thousands)
 
Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
Remainder of 2018
 
$
17,263

 
$
927

2019
 
$
57,841

 
$
3,926

2020
 
$
47,750

 
$
3,546

2021
 
$
37,229

 
$
2,163

2022
 
$
29,690

 
$
1,154



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Table of Contents

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 September 30, 2018 and December 31, 2017.
Loan

Principal Outstanding as of September 30, 2018 (in thousands)
    
Principal Outstanding as of December 31, 2017 (in thousands)
 
Interest 
Rate
(1)
    
Maturity Date
 
Prepayment Terms (2) 
Unsecured credit facility:


 

 





Unsecured Credit Facility (3)

$
95,000

  
$
271,000

 
L + 1.05%


Jan-15-2023

i
Total unsecured credit facility

95,000

  
271,000

 
 


 

 
 


 

 





Unsecured term loans:

 

  


 
 


 

 
Unsecured Term Loan C

150,000

 
150,000

 
L + 1.30%


Sep-29-2020

i
Unsecured Term Loan B

150,000

  
150,000

 
L + 1.30%


Mar-21-2021

i
Unsecured Term Loan A

150,000

  
150,000

 
L + 1.30%


Mar-31-2022

i
Unsecured Term Loan D
 
150,000

  

 
L + 1.30%

 
Jan-04-2023
 
i
Unsecured Term Loan E (4)
 

 

 
L + 1.20%

 
Jan-15-2024
 
i
Total unsecured term loans

600,000

 
450,000

 






Less: Total unamortized deferred financing fees and debt issuance costs

(3,915
)
 
(3,735
)
 






Total carrying value unsecured term loans, net

596,085

  
446,265

 
 


 

 
 


 

 





Unsecured notes:

 

  


 
 


 

 
Series F Unsecured Notes

100,000

 
100,000

 
3.98
%

Jan-05-2023

ii
Series A Unsecured Notes

50,000

  
50,000

 
4.98
%

Oct-1-2024

ii
Series D Unsecured Notes

100,000

  
100,000

 
4.32
%

Feb-20-2025

ii
Series G Unsecured Notes
 
75,000

 

 
4.10
%
 
Jun-13-2025
 
ii
Series B Unsecured Notes

50,000

  
50,000

 
4.98
%

Jul-1-2026

ii
Series C Unsecured Notes

80,000

  
80,000

 
4.42
%

Dec-30-2026

ii
Series E Unsecured Notes

20,000

  
20,000

 
4.42
%

Feb-20-2027

ii
Series H Unsecured Notes
 
100,000

 

 
4.27
%
 
Jun-13-2028
 
ii
Total unsecured notes

575,000

 
400,000

 






Less: Total unamortized deferred financing fees and debt issuance costs

(2,611
)
 
(1,766
)
 






Total carrying value unsecured notes, net

572,389

  
398,234

  
 


 

 
 


 

 





Mortgage notes (secured debt):

 

 


 
 


 

 
Wells Fargo Bank, National Association CMBS Loan

53,652

  
54,949

 
4.31
%

Dec-1-2022

iii
Thrivent Financial for Lutherans
 
3,824

 
3,906

 
4.78
%
 
Dec-15-2023
 
iv
Total mortgage notes

57,476

  
58,855

 
 





Add: Total unamortized fair market value premiums

52

 
61

 
 





Less: Total unamortized deferred financing fees and debt issuance costs 

(535
)
 
(634
)
 






Total carrying value mortgage notes, net

56,993

  
58,282

 
 





Total / weighted average interest rate (5)

$
1,320,467

  
$
1,173,781

 
3.69
%




(1)
Interest rate as of September 30, 2018. At September 30, 2018, the one-month LIBOR (“L”) was 2.26056%. The interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company's unsecured credit facility and unsecured term loans is based on the Company's consolidated leverage ratio, as defined in the respective loan agreements.
(2)
Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased beginning January 1, 2016; and (iv) pre-payable without penalty three months prior to the maturity date.
(3)
The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $3.4 million and $1.5 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of September 30, 2018 and December 31, 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 notional amount of $600.0 million of debt that was in effect as of September 30, 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 commitment on the unsecured credit facility and unsecured term loans as of September 30, 2018 was approximately $574.4 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 $7.7 million and $5.6 million as of September 30, 2018 and December 31, 2017, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.


15

Table of Contents

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 three and nine months ended September 30, 2018 and 2017.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Costs Included in Interest Expense (in thousands)
 
2018
 
2017
 
2018
 
2017
Amortization of deferred financing fees and debt issuance costs and fair market value premiums
 
$
617

 
$
546

 
$
1,698

 
$
1,553

Facility fees and unused fees
 
$
275

 
$
286

 
$
928

 
$
839


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 September 30, 2018, the interest rate on the unsecured credit facility was LIBOR plus a spread of 1.05% based on the Company’s consolidated leverage ratio, 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 will be amortized with any new deferred financing fees through the new maturity date of the unsecured credit facility. As of September 30, 2018, the unsecured credit facility has an annual facility fee of 0.15% based on the Company’s consolidated leverage ratio, as defined in the credit agreement, of total commitments that is due and payable quarterly. The Company also 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 September 30, 2018, the interest rate on the Unsecured Term Loan E was LIBOR plus a spread of 1.20% based on the Company's consolidated leverage ratio, 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 also 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.

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. On July 27, 2018, the Company drew the remaining $75.0 million of the $150.0 million unsecured term loan.

Financial Covenant Considerations

The Company was in compliance with all financial and other covenants as of September 30, 2018 and December 31, 2017 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. The real estate net book value of the properties that are collateral for the Company’s debt arrangements was approximately $88.4 million and $90.9 million at September 30, 2018 and December 31, 2017, respectively, and is limited to senior, property-level secured debt financing arrangements.

16

Table of Contents


Fair Value of Debt

The following table presents the aggregate principal outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of September 30, 2018 and December 31, 2017 (in thousands).
 
 
September 30, 2018
 
December 31, 2017
 
 
Principal Outstanding
 
Fair Value
 
Principal Outstanding
 
Fair Value
Unsecured credit facility
 
$
95,000

 
$
95,000

 
$
271,000

 
$
271,528

Unsecured term loans
 
600,000

 
607,663

 
450,000

 
451,463

Unsecured notes
 
575,000

 
569,493

 
400,000

 
415,599

Mortgage notes
 
57,476

 
57,608

 
58,855

 
59,769

Total principal amount
 
1,327,476

 
$
1,329,764

 
1,179,855

 
$
1,198,359

Add: Total unamortized fair market value premiums
 
52

 
 
 
61

 
 
Less: Total unamortized deferred financing fees and debt issuance costs
 
(7,061
)
 
 
 
(6,135
)
 
 
Total carrying value
 
$
1,320,467

 
 
 
$
1,173,781

 
 

The applicable fair value 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. The fair value of the Company’s debt is based on Level 3 inputs.

5. Use of Derivative Financial Instruments

Risk Management Objective of Using Derivatives

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.


17

Table of Contents

The following table details the Company’s outstanding interest rate swaps as of September 30, 2018. All of the Company’s interest rate swaps are designated as qualifying cash flow hedges.
Interest Rate
Derivative Counterparty
 
Trade Date    
 
Effective Date
 
Notional Amount
(in thousands)
 
Fair Value
(in thousands)
 
Pay Fixed Interest Rate
 
Receive Variable Interest Rate
 
Maturity Date
Regions Bank
 
Mar-01-2013
 
Mar-01-2013
 
$
25,000

 
$
471

 
1.3300
%
 
One-month L
 
Feb-14-2020 
Capital One, N.A.
 
Jun-13-2013
 
Jul-01-2013
 
$
50,000

 
$
703

 
1.6810
%
 
One-month L
 
Feb-14-2020 
Capital One, N.A.
 
Jun-13-2013
 
Aug-01-2013
 
$
25,000

 
$
344

 
1.7030
%
 
One-month L
 
Feb-14-2020 
Regions Bank
 
Sep-30-2013
 
Feb-03-2014
 
$
25,000

 
$
245

 
1.9925
%
 
One-month L
 
Feb-14-2020 
The Toronto-Dominion Bank
 
Oct-14-2015
 
Sep-29-2016
 
$
25,000

 
$
700

 
1.3830
%
 
One-month L
 
Sep-29-2020
PNC Bank, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
50,000

 
$
1,391

 
1.3906
%
 
One-month L
 
Sep-29-2020
Regions Bank
 
Oct-14-2015
 
Sep-29-2016
 
$
35,000

 
$
978

 
1.3858
%
 
One-month L
 
Sep-29-2020
U.S. Bank, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
25,000

 
$
695

 
1.3950
%
 
One-month L
 
Sep-29-2020
Capital One, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
15,000

 
$
417

 
1.3950
%
 
One-month L
 
Sep-29-2020
Royal Bank of Canada
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
684

 
1.7090
%
 
One-month L
 
Mar-21-2021
The Toronto-Dominion Bank
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
682

 
1.7105
%
 
One-month L
 
Mar-21-2021
The Toronto-Dominion Bank
 
Jan-08-2015
 
Sep-10-2017
 
$
100,000

 
$
1,488

 
2.2255
%
 
One-month L
 
Mar-21-2021
Wells Fargo, N.A.
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
886

 
1.8280
%
 
One-month L
 
Mar-31-2022
The Toronto-Dominion Bank
 
Jan-08-2015
 
Feb-14-2020
 
$
25,000

 
$
271

 
2.4535
%
 
One-month L
 
Mar-31-2022
Regions Bank
 
Jan-08-2015
 
Feb-14-2020
 
$
50,000

 
$
520

 
2.4750
%
 
One-month L
 
Mar-31-2022
Capital One, N.A.
 
Jan-08-2015
 
Feb-14-2020
 
$
50,000

 
$
467

 
2.5300
%
 
One-month L
 
Mar-31-2022
The Toronto-Dominion Bank
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,054

 
1.8485
%
 
One-month L
 
Jan-04-2023
Royal Bank of Canada
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,054

 
1.8505
%
 
One-month L
 
Jan-04-2023
Wells Fargo, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,055

 
1.8505
%
 
One-month L
 
Jan-04-2023
PNC Bank, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,052

 
1.8485
%
 
One-month L
 
Jan-04-2023
PNC Bank, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
50,000

 
$
2,105

 
1.8475
%
 
One-month L
 
Jan-04-2023
The Toronto-Dominion Bank
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
111

 
2.9180
%
 
One-month L
 
Jan-12-2024
PNC Bank, N.A.
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
106

 
2.9190
%
 
One-month L
 
Jan-12-2024
Bank of Montreal
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
113

 
2.9190
%
 
One-month L
 
Jan-12-2024
U.S. Bank, N.A.
 
Jul-24-2018
 
Jul-26-2019
 
$
25,000

 
$
57

 
2.9190
%
 
One-month L
 
Jan-12-2024

The fair value of the interest rate swaps outstanding as of September 30, 2018 and December 31, 2017 was as follows.
Balance Sheet Line Item (in thousands)
 
Notional Amount September 30, 2018
 
Fair Value
September 30, 2018
 
Notional Amount December 31, 2017
 
Fair Value December 31, 2017
Interest rate swaps-Asset
 
$
900,000

 
$
17,649

 
$
475,000

 
$
6,079

Interest rate swaps-Liability
 
$

 
$

 
$
250,000

 
$
(1,217
)

Cash Flow Hedges of Interest Rate Risk

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. 

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 periods during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income 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 $5.1 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months.


18

Table of Contents

The table below presents the effect of cash flow hedge accounting and the location in the consolidated financial statements for the three and nine months ended September 30, 2018 and 2017.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Effect of Cash Flow Hedge Accounting (in thousands)
 
2018
 
2017
 
2018
 
2017
Income (loss) recognized in accumulated other comprehensive income on interest rate swaps
 
$
2,572

 
$
316

 
$
13,349

 
$
(1,126
)
Income (loss) reclassified from accumulated other comprehensive income into income (loss) as interest expense
 
$
512

 
$
(282
)
 
$
538

 
$
(1,426
)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
 
$
12,698

 
$
10,446

 
$
35,602

 
$
31,557


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 September 30, 2018, the Company had no derivatives that were in a net liability position by counterparty.

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 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 September 30, 2018 and December 31, 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.

The following sets forth the Company’s financial instruments that are accounted for at fair value on a recurring basis as of September 30, 2018 and December 31, 2017
 
 
 
 
Fair Value Measurements as of
September 30, 2018 Using
Balance Sheet Line Item (in thousands)
 
Fair Value
September 30, 2018
 
Level 1
 
Level 2
 
Level 3
Interest rate swaps-Asset
 
$
17,649

 
$

 
$
17,649

 
$

Interest rate swaps-Liability
 
$

 
$

 
$

 
$


 
 
 
 
Fair Value Measurements as of
December 31, 2017 Using
Balance Sheet Line Item (in thousands)
 
Fair Value December 31, 2017
 
Level 1
 
Level 2
 
Level 3
Interest rate swaps-Asset
 
$
6,079

 
$

 
$
6,079

 
$

Interest rate swaps-Liability
 
$
(1,217
)
 
$

 
$
(1,217
)
 
$



19

Table of Contents

6. Equity

Preferred Stock

On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 6.625% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”). 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 nine months ended September 30, 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 table below sets forth the Company’s outstanding preferred stock issuances as of September 30, 2018.
Preferred Stock Issuances
 
Issuance Date
 
Number of Shares
 
Liquidation Value Per Share
 
Interest Rate
6.875% Series C Cumulative Redeemable Preferred Stock (Series C Preferred Stock)
 
March 17, 2016
 
3,000,000

 
$
25.00

 
6.875
%

The tables below set forth the dividends attributable to the Company's outstanding preferred stock issuances during the nine months ended September 30, 2018 and the year ended December 31, 2017.
Quarter Ended 2018
 
Declaration Date
 
Series B
Preferred Stock Per Share
 
Series C
Preferred Stock Per Share
 
Payment Date
September 30
 
July 11, 2018

$
0.0460069

(1) 
$
0.4296875

 
October 1, 2018
June 30
 
April 10, 2018

0.4140625

 
0.4296875


July 2, 2018
March 31
 
February 14, 2018

0.4140625


0.4296875


April 2, 2018
Total
 
 

$
0.8741319


$
1.2890625


 
(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
 
Declaration Date
 
Series B Preferred Stock Per Share
 
Series C Preferred Stock Per Share
 
Payment Date
December 31
 
November 2, 2017
 
$
0.4140625

 
$
0.4296875

 
December 29, 2017
September 30
 
July 31, 2017
 
0.4140625

 
0.4296875

 
September 29, 2017
June 30
 
May 1, 2017
 
0.4140625

 
0.4296875

 
June 30, 2017
March 31
 
February 15, 2017
 
0.4140625

 
0.4296875

 
March 31, 2017
Total
 
 
 
$
1.6562500

 
$
1.7187500

 
 

On October 10, 2018, the Company’s board of directors declared the Series C Preferred Stock dividends for the quarter ending December 31, 2018 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 September 30, 2018.
ATM Common Stock Offering Program
 
Date
 
Maximum Aggregate Offering Price (in thousands)

Aggregate Common Stock Available as of
September 30, 2018 (in thousands)
2017 $500 million ATM
 
November 13, 2017
 
$
500,000

 
$
213,217



20

Table of Contents

The table below set forth the activity under the ATM common stock offering programs during the nine months ended September 30, 2018 and year ended December 31, 2017 (in thousands, except share data).
 
 
Nine months ended September 30, 2018
ATM Common Stock Offering Program
 
Shares
Sold
 
Weighted Average Price Per Share
 
Gross
Proceeds
 
Sales
Agents’ Fee
 
Net
Proceeds
2017 $500 million ATM
 
10,387,962

 
$
26.61

 
$
276,457

 
$
2,888

 
$
273,569

Total/weighted average
 
10,387,962

 
$
26.61

 
$
276,457

 
$
2,888

 
$
273,569

 
 
Year ended December 31, 2017
ATM Common Stock Offering Program
 
Shares
Sold
 
Weighted Average Price Per Share
 
Gross
Proceeds
 
Sales
Agents’ Fee
 
Net
Proceeds
2017 $500 million ATM
 
363,843

 
$
28.38

 
$
10,326

 
$
129

 
$
10,197

2017 $300 million ATM(1)
 
11,098,748

 
$
27.03

 
300,000

 
3,637

 
296,363

2016 $228 million ATM(1)
 
4,799,784

 
$
24.42

 
117,216

 
1,604

 
115,612

Total/weighted average
 
16,262,375

 
$
26.29

 
$
427,542

 
$
5,370

 
$
422,172

(1)
These programs ended before December 31, 2017.

The table below sets forth the dividends attributable to the Company's outstanding shares of common stock that were declared during the nine months ended September 30, 2018 and the year ended December 31, 2017.
Month Ended 2018

Declaration Date
 
Record Date
 
Per Share
 
Payment Date
September 30

July 11, 2018

September 28, 2018

$
0.118333


October 15, 2018
August 31

July 11, 2018

August 31, 2018

0.118333


September 17, 2018
July 31

July 11, 2018

July 31, 2018

0.118333


August 15, 2018
June 30

April 10, 2018

June 29, 2018

0.118333


July 16, 2018
May 31

April 10, 2018

May 31, 2018

0.118333


June 15, 2018
April 30

April 10, 2018

April 30, 2018

0.118333


May 15, 2018
March 31

November 2, 2017

March 29, 2018

0.118333


April 16, 2018
February 28

November 2, 2017

February 28, 2018

0.118333


March 15, 2018
January 31

November 2, 2017

January 31, 2018

0.118333


February 15, 2018
Total

 
 
 

$
1.064997


 
Month Ended 2017
 
Declaration Date
 
Record Date
 
Per Share
 
Payment Date
December 31
 
July 31, 2017
 
December 29, 2017
 
$
0.117500

 
January 16, 2018
November 30
 
July 31, 2017
 
November 30, 2017
 
0.117500

 
December 15, 2017
October 31
 
July 31, 2017
 
October 31, 2017
 
0.117500

 
November 15, 2017
September 30
 
May 1, 2017
 
September 29, 2017
 
0.117500

 
October 16, 2017
August 31
 
May 1, 2017
 
August 31, 2017
 
0.117500

 
September 15, 2017
July 31
 
May 1, 2017
 
July 31, 2017
 
0.117500

 
August 15, 2017
June 30
 
February 15, 2017
 
June 30, 2017
 
0.116667

 
July 17, 2017
May 31
 
February 15, 2017
 
May 31, 2017
 
0.116667

 
June 15, 2017
April 30
 
February 15, 2017
 
April 28, 2017
 
0.116667

 
May 15, 2017
March 31
 
November 2, 2016
 
March 31, 2017
 
0.116667

 
April 17, 2017
February 28
 
November 2, 2016
 
February 28, 2017
 
0.116667

 
March 15, 2017
January 31
 
November 2, 2016
 
January 31, 2017
 
0.116667

 
February 15, 2017
Total
 
 
 
 
 
$
1.405002

 
 

On October 10, 2018, the Company’s board of directors declared the common stock dividends for the months ending October 31, 2018, November 30, 2018 and December 31, 2018 at a monthly rate of $0.118333 per share of common stock.

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Restricted Stock-Based Compensation

Restricted shares of common stock granted on January 5, 2018 to certain employees of the Company, subject to the recipient’s continued employment, will vest in four equal installments on January 1 of each year beginning in 2019. The following table summarizes activity related to the Company’s unvested restricted shares of common stock for the nine months ended September 30, 2018 and the year ended December 31, 2017.
Unvested Restricted Shares of Common Stock
 
Shares
    
Balance at December 31, 2016
 
272,337

 
Granted
 
75,001

(1)
Vested
 
(109,209
)
(2)
Forfeited
 
(922
)
 
Balance at December 31, 2017
 
237,207

 
Granted
 
76,659

(1)
Vested
 
(112,405
)
(2)
Forfeited
 
(10,630
)
 
Balance at September 30, 2018
 
190,831

 
(1)
The fair value per share on the grant date of January 5, 2018 and January 6, 2017 was $26.40 and $24.41, respectively.
(2)
The Company repurchased and retired 41,975 and 40,836 restricted shares of common stock that vested during the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at September 30, 2018 was approximately $3.1 million and is expected to be recognized over a weighted average period of approximately 2.5 years.

The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three and nine months ended September 30, 2018 and 2017
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Vested restricted shares of common stock
 

 

 
112,405

 
109,209

Fair value of vested restricted shares of common stock (in thousands)
 
$

 
$

 
$
3,002

 
$
2,591

 

7. Noncontrolling Interest

The table below summarizes the activity for noncontrolling interest in the Company for the nine months ended September 30, 2018 and the year ended December 31, 2017.
 
LTIP Units
 
Other
Common Units
 
Total
Noncontrolling Common Units
 
Noncontrolling Interest
Balance at December 31, 2016
1,576,516

 
2,057,365

 
3,633,881

 
4.3
%
Granted/Issued
126,239

 
687,827

 
814,066

 
N/A

Forfeited

 

 

 
N/A

Conversions from LTIP units to Other Common Units
(245,685
)
 
245,685

 

 
N/A

Redemptions from Other Common Units to common stock

 
(351,260
)
 
(351,260
)
 
N/A

Balance at December 31, 2017
1,457,070

 
2,639,617

 
4,096,687

 
4.1
%
Granted/Issued
324,802

 

 
324,802

 
N/A

Forfeited

 

 

 
N/A

Conversions from LTIP units to Other Common Units
(165,672
)
 
165,672

 

 
N/A

Redemptions from Other Common Units to common stock

 
(352,055
)
 
(352,055
)
 
N/A

Balance at September 30, 2018
1,616,200

 
2,453,234

 
4,069,434

 
3.6
%

LTIP Units

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, subject to Ms. Dilley's continued service, will vest on January 1, 2019.


22

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LTIP units granted on January 5, 2018 to non-employee, independent directors, subject to the recipient’s continued service, will vest on January 1, 2019. LTIP units granted on January 5, 2018 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. 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”).

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 the nine months ended September 30, 2018 (excluding those vested LTIP units granted pursuant to the 2015 OPP; refer to Note 8 for details).
LTIP Units
 
Assumptions
Grant date
 
March 12, 2018

 
January 5, 2018

Expected term (years)
 
10

 
10

Expected volatility
 
22.0
%
 
22.0
%
Expected dividend yield
 
6.0
%
 
6.0
%
Risk-free interest rate
 
2.46
%
 
2.09
%
Fair value of LTIP units at issuance (in thousands)
 
$
90

 
$
3,447

LTIP units at issuance
 
3,930

 
137,616

Fair value unit price per LTIP unit at issuance
 
$
22.90

 
$
25.05


The following table summarizes activity related to the Company’s unvested LTIP units for the nine months ended September 30, 2018 and the year ended December 31, 2017.
Unvested LTIP Units
 
LTIP Units
Balance at December 31, 2016
 
403,423

Granted
 
126,239

Vested
 
(229,355
)
Forfeited
 

Balance at December 31, 2017
 
300,307

Granted
 
324,802

Vested
 
(342,940
)
Forfeited
 

Balance at September 30, 2018
 
282,169


The unrecognized compensation expense associated with the Company’s LTIP units at September 30, 2018 was approximately $5.7 million and is expected to be recognized over a weighted average period of approximately 2.5 years.

The following table summarizes the fair value at vesting for the LTIP units that vested during the three and nine months ended September 30, 2018 and 2017.
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
Vested LTIP units
 
30,949

 
44,942

 
342,940

 
157,816

Fair value of vested LTIP units (in thousands)
 
$
851

 
$
1,235

 
$
9,002

 
$
4,146


8. Equity Incentive Plan

At the Company’s annual meeting of stockholders held on April 30, 2018, the Company’s stockholders approved an amendment and restatement of the 2011 Plan, under which the Company may issue 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, to executive officers, directors, employees and other individuals providing bona fide services to or for the Company or its affiliates. The amendment increased the total number of shares of common stock authorized and reserved for issuance under the 2011 Plan by 3,000,000 shares to an aggregate of 6,642,461 shares, subject to certain adjustments as described in the 2011 Plan. Awards previously granted under the 2011 Plan will remain in effect pursuant to their terms.  

On January 5, 2018, 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 terms of the performance units granted on January 5, 2018 are substantially the same as the terms of the performance units granted on January 6, 2017 and March 8, 2016, except that the measuring period commences on January 1, 2018 and ends on December 31, 2020.


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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 nine months ended September 30, 2018.
Performance Units
 
Assumptions
Grant date
 
January 5, 2018

Expected volatility
 
22.0
%
Expected dividend yield
 
6.0
%
Risk-free interest rate
 
2.09
%
Fair value of performance units grant (in thousands)
 
$
5,456


On January 1, 2018, the Company’s three year measurement 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 September 30, 2018 was approximately $6.1 million and is expected to be recognized over a weighted average period of approximately 2.3 years.

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 units, the 2015 OPP (performance units and the 2015 OPP, collectively the “Performance-based Compensation Plans”), and the Company’s director compensation for the three and nine months ended September 30, 2018 and 2017.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Non-Cash Compensation Expense (in thousands)
 
2018
    
2017
 
2018
 
2017
Restricted shares of common stock
 
$
406

  
$
594

 
$
1,269

 
$
1,776

LTIP units
 
893

 
1,167

 
2,654

 
3,508

Performance-based Compensation Plans
 
838

 
536

 
2,463

 
1,610

Director compensation (1)
 
99

 
87

 
285

 
265

Total non-cash compensation expense
 
$
2,236

 
$
2,384

 
$
6,671

 
$
7,159

(1)
All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the three and nine months ended September 30, 2018 and 2017. 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

During the three and nine months ended September 30, 2018 and 2017, there were 193,117, 196,871, 237,207 and 238,129, respectively, of unvested restricted shares of common stock on a weighted average basis that were considered participating securities.


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The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2018 and 2017.
 
Three months ended September 30,
 
Nine months ended September 30,
Earnings Per Share (in thousands, except per share data)
2018
 
2017
 
2018
 
2017
Numerator
 
 
 
 
 
 
 
Net income
$
8,876

 
$
21,839

 
$
48,989

 
$
23,276

Less: preferred stock dividends
1,289

 
2,449

 
6,315

 
7,345

Less: redemption of preferred stock

 

 
2,661

 

Less: amount allocated to participating securities
69

 
84

 
209

 
250

Less: income attributable to noncontrolling interest after preferred stock dividends
281

 
828

 
1,589

 
673

Net income attributable to common stockholders
$
7,237


$
18,478

 
$
38,215

 
$
15,008

Denominator
 

 
 
 
 
 
 
Weighted average common shares outstanding — basic
105,783

 
92,787

 
101,095

 
87,632

Effect of dilutive securities(1)
 
 
 
 
 
 
 
Share-based compensation
550

 
648

 
400

 
606

Weighted average common shares outstanding — diluted
106,333

 
93,435

 
101,495

 
88,238

Net income per share — basic and diluted
 
 
 
 
 
 
 
Net income per share attributable to common stockholders — basic
$
0.07

 
$
0.20

 
$
0.38

 
$
0.17

Net income per share attributable to common stockholders — diluted
$
0.07

 
$
0.20

 
$
0.38

 
$
0.17

(1)
During the three and nine months ended September 30, 2018 and 2017, there were approximately 193, 197, 237 and 238, respectively, unvested restricted shares of common stock on a weighted average basis that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.

10. 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.

The Company has letters of credit of approximately $5.6 million as of September 30, 2018 related to construction projects and certain other agreements.

11. Subsequent Events

There were no recognized or non-recognized subsequent events.

25


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
You should read the following discussion with the financial statements and related notes included elsewhere in Item 1 of this report and the audited financial statements and related notes thereto included in our most recent Annual Report on Form 10-K.
 
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 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:

the factors included in our Annual Report on Form 10-K for the year ended December 31, 2017, as updated elsewhere in this report, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

our ability to raise equity capital on attractive terms;

the competitive environment in which we operate;

real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;

decreased rental rates or increased vacancy rates;

potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants;

acquisition risks, including our ability to identify and complete accretive acquisitions and/or failure of such acquisitions to perform in accordance with projections;

the timing of acquisitions and dispositions;

potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;

international, national, regional and local economic conditions;

the general level of interest rates and currencies;

potential changes in the law or governmental regulations and interpretations of those laws and regulations, including changes in real estate and zoning laws or real estate investment trust (“REIT”) or corporate income tax laws, and potential increases in real property tax rates; 


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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.

Overview

We are a REIT focused on the acquisition and operation of single-tenant, industrial properties throughout the United States. We are a Maryland corporation and our common stock is publicly traded on the New York Stock Exchange 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, 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.

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.

As used herein “total annualized base rental revenue” refers to the contractual monthly base rent as of September 30, 2018 (which differs from rent calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”)) multiplied by 12. If a tenant is in a free rent period as of September 30, 2018, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12.

Outlook

The outlook for our business remains positive, albeit on a moderated basis in light of over eight years of economic growth, some uncertainty regarding U.S. policy initiatives, and continued asset appreciation. In September 2018, the federal funds target rate was raised 25 basis points to a target range of 2.00% to 2.25%. This announcement combined with the unwinding of its balance sheet by selling Treasury securities and anticipation of one more rate increase in 2018 are signs of the Central Bank’s confidence in the economy. The current trajectory of the federal funds target rate aligns with the Central Bank’s consistent commentary that future rate increases would be gradual. 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 who are likely to be more heavily impacted by interest rate increases.

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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.

Furthermore, the lack of material speculative development and the broader failure of supply to keep pace with demand in many of our markets has improved and may continue to modestly improve occupancy levels and rental rates in our portfolio. We believe, however, that industrial supply, more so than other real estate property types, has historically had a short lead time and can appear quickly. We have started to see a notable pick-up in development activity in a growing number of the primary industrial 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. As of September 30, 2018, our Operating Portfolio was approximately 96.0% leased and our straight-line (“SL”) rent change (as defined below) on new and renewal leases together grew approximately 10.6% and 14.7% during the three and nine months ended September 30, 2018, respectively. 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 Stabilization for assets under redevelopment to occur upon the earlier of achieving 90% occupancy or 12 months after completion. Stabilization for assets that were acquired and immediately added to the Value Add Portfolio occurs under the following: (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 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.

Future economic downturns or regional downturns affecting our submarkets that impair our ability to renew or re-lease space and the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our buildings. Our ability to lease our properties and the attendant rental rate is dependent upon, among other things, (i) the overall economy, (ii) the supply/demand dynamic in our markets, (iii) the quality of our properties, including age, clear height, and configuration, and (iv) our tenants’ ability to meet their contractual obligations to us.


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Table of Contents

The following table provides a summary of our Operating Portfolio leases executed during the three and nine months ended September 30, 2018. 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
 
Square Feet
 
Cash
Basis Rent Per
Square Foot
 
SL Rent Per
Square Foot
 
Total Costs Per
Square
Foot
(1)
 
Cash
Rent Change
(2)
 
SL Rent Change(3)
 
Weighted Average Lease
Term
(4)
(years)
 
Rental Concessions per Square Foot(5)
 
 
 
 
 
 
 
 
Three months ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Leases(6)
 
544,253

 
$
4.26

 
$
4.41

 
$
2.61

 
(4.1
)%
 
(0.4
)%
 
5.6

 
$
0.54

Renewal Leases(7)
 
523,306

 
4.37

 
4.52

 
0.56

 
13.9
 %
 
19.5
 %
 
3.6

 

Total/weighted average
 
1,067,559

 
$
4.31

 
$
4.46

 
$
1.60

 
5.9
 %
 
10.6
 %
 
4.6

 
$
0.27

Nine months ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Leases(6)
 
1,756,935

 
$
3.73

 
$
3.87

 
$
2.33

 
9.9
 %
 
17.7
 %
 
6.8

 
$
0.75

Renewal Leases(7)
 
5,254,633

 
3.98

 
4.11

 
0.62

 
7.4
 %
 
14.1
 %
 
4.6

 
0.07

Total/weighted average
 
7,011,568

 
$
3.91

 
$
4.05

 
$
1.05

 
7.9
 %
 
14.7
 %
 
5.1

 
$
0.24

(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 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. 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. This resulted in 192,707 and 1,532,343 square feet to be deemed non-comparable for three and nine months ended September 30, 2018, respectively.
(3)
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.
(4)
We define Weighted Average Lease Term as the contractual lease term in years as of the lease start date weighted by square footage.
(5)
Represents the total rental concessions for the entire lease term.
(6)
We define a New Lease as any lease that is signed for an initial term equal to or greater than twelve months for any vacant space; this includes a new tenant or an existing tenant that is expanding into new (additional) space.
(7)
We define a Renewal Lease as a lease signed by an existing tenant to extend the term for twelve months or more, including (i) a renewal of the same space as the current lease at lease expiration, (ii) a renewal of only a portion of the current space at lease expiration and (iii) an early renewal or workout, which ultimately does extend the original term for twelve months or more.
 
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 annualized base rental revenue will expire during the period from October 1, 2018 to September 30, 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 October 1, 2018 to September 30, 2019, thereby resulting in higher revenue from the same space.


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Table of Contents

The following table sets forth a summary of lease expirations for leases in place as of September 30, 2018, plus available space, for each of the ten calendar years beginning with 2018 and thereafter in our portfolio. The information in the table assumes that tenants exercise no renewal options and no early termination rights.
Lease Expiration Year
 
Number
of
Leases
Expiring
 
Total Rentable
Square Feet
 
% of
Total
Occupied
Square Feet
 
Total Annualized
Base Rental 
Revenue
(in thousands)
 
% of Total
Annualized
Base Rental Revenue
Available
 
 
3,466,010

 

 

 

Month-to-month leases
 
5
 
205,043

 
0.3
%
 
$
828

 
0.3
%
Remainder of 2018
 
4
 
798,875

 
1.1
%
 
3,489

 
1.2
%
2019
 
53
 
8,413,096

 
11.7
%
 
35,622

 
11.8
%
2020
 
50
 
9,814,812

 
13.6
%
 
42,116

 
14.0
%
2021
 
69
 
10,940,764

 
15.2
%
 
47,063

 
15.6
%
2022
 
51
 
6,532,253

 
9.1
%
 
28,129

 
9.3
%
2023
 
46
 
8,755,494

 
12.2
%
 
32,648

 
10.9
%
2024
 
28
 
5,320,625

 
7.4
%
 
21,716

 
7.2
%
2025
 
23
 
3,991,385

 
5.5
%
 
17,349

 
5.8
%
2026
 
23
 
5,069,584

 
7.0
%
 
19,818

 
6.6
%
2027
 
12
 
1,916,418

 
2.7
%
 
9,059

 
3.0
%
Thereafter
 
45
 
10,161,454

 
14.2
%
 
43,022

 
14.3
%
Total
 
409
 
75,385,813

 
100.0
%
 
$
300,859

 
100.0
%

Portfolio Summary

The following table sets forth information relating to diversification by building type in our portfolio as of September 30, 2018.
 
 
 
 
Square Footage
 
 
 
Annualized Base Rental Revenue
Building Type
 
Number of Buildings
 
Amount
 
%
 
Occupancy Rate(1)
 
Amount
(in thousands)
 
%
Warehouse/Distribution
 
309

 
67,433,301

 
89.5
%
 
95.7
%
 
$
264,832

 
88.1
%
Light Manufacturing
 
59

 
6,614,487

 
8.8
%
 
100.0
%
 
29,615

 
9.8
%
Total Operating Portfolio/weighted average 
 
368

 
74,047,788

 
98.3
%
 
96.0
%
 
$
294,447

 
97.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Value Add
 
4

 
773,345

 
1.0
%
 
53.7
%
 
1,792

 
0.6
%
Flex/Office
 
9

 
564,680

 
0.7
%
 
67.9
%
 
4,620

 
1.5
%
Total portfolio/weighted average 
 
381

 
75,385,813

 
100.0
%
 
95.4
%
 
$
300,859

 
100.0
%
(1)
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.


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Table of Contents

Portfolio Acquisitions

The following table summarizes our acquisitions during the nine months ended September 30, 2018.
Market (1)
 
Date Acquired
 
Square Feet
 
Buildings
 
Purchase Price
(in thousands)
Greenville/Spartanburg, SC
 
January 11, 2018
 
203,000

 
1

 
$
10,755

Minneapolis/St Paul, MN
 
January 26, 2018
 
145,351

 
1

 
13,538

Philadelphia, PA
 
February 1, 2018
 
278,582

 
1

 
18,277

Houston, TX
 
February 22, 2018
 
242,225

 
2

 
22,478

Greenville/Spartanburg, SC
 
March 30, 2018
 
222,710

 
1

 
13,773

Three months ended March 31, 2018
 
 
 
1,091,868

 
6

 
78,821

Chicago, IL
 
April 23, 2018
 
169,311

 
2

 
10,975

Milwaukee/Madison, WI
 
April 26, 2018
 
53,680

 
1

 
4,316

Pittsburgh, PA
 
April 30, 2018
 
175,000

 
1

 
15,380

Detroit, MI
 
May 9, 2018
 
274,500

 
1

 
19,328

Minneapolis/St Paul, MN
 
May 15, 2018
 
509,910

 
2

 
26,983

Cincinnati/Dayton, OH
 
May 23, 2018
 
158,500

 
1

 
7,317

Baton Rouge, LA
 
May 31, 2018
 
279,236

 
1

 
21,379

Las Vegas, NV
 
June 12, 2018
 
122,472

 
1

 
17,920

Greenville/Spartanburg, SC
 
June 15, 2018
 
131,805

 
1

 
5,621

Denver, CO
 
June 18, 2018
 
64,750

 
1

 
7,044

Cincinnati/Dayton, OH
 
June 25, 2018
 
465,136

 
1

 
16,421

Charlotte, NC
 
June 29, 2018
 
69,200

 
1

 
5,446

Houston, TX
 
June 29, 2018
 
252,662

 
1

 
27,170

Three months ended June 30, 2018
 
 
 
2,726,162

 
15

 
185,300

Knoxville, TN
 
July 10, 2018
 
106,000

 
1

 
6,477

Pittsburgh, PA
 
August 2, 2018
 
265,568

 
1

 
19,186

Raleigh/Durham, NC
 
August 2, 2018
 
365,000

 
1

 
21,067

Detroit, MI
 
August 6, 2018
 
439,150

 
1

 
21,077

Des Moines, IA
 
August 8, 2018
 
121,922

 
1

 
6,053

McAllen/Edinburg/Pharr, TX
 
August 9, 2018
 
270,084

 
1

 
18,523

Pittsburgh, PA
 
August 15, 2018
 
200,500

 
1

 
11,327

Minneapolis/St Paul, MN
 
August 24, 2018
 
120,606

 
1

 
8,422

Milwaukee/Madison, WI
 
September 28, 2018
 
100,800

 
1

 
7,484

Milwaukee/Madison, WI
 
September 28, 2018
 
174,633

 
2

 
13,288

Chicago, IL
 
September 28, 2018
 
105,637

 
1

 
6,368

Indianapolis, IN
 
September 28, 2018
 
478,721

 
1

 
29,085

Augusta/Richmond County, GA
 
September 28, 2018
 
203,726

 
1

 
9,379

Charlotte, NC
 
September 28, 2018
 
301,000

 
1

 
16,807

Three months ended September 30, 2018
 
 
 
3,253,347

 
15

 
194,543

Nine months ended September 30, 2018
 
 
 
7,071,377

 
36

 
$
458,664

(1) As defined by CoStar Realty Information Inc.

Portfolio Dispositions

During the nine months ended September 30, 2018, we sold 11 buildings comprised of approximately 2.0 million square feet with a net book value of approximately $57.1 million to third parties. Net proceeds from the sales of rental property were approximately $89.4 million and we recognized the full gain on the sales of rental property, net of approximately $32.3 million for the nine months ended September 30, 2018.

We may dispose of additional properties from time to time and, among other individual properties, are currently marketing for sale a portfolio of seven assets in six states. The seven assets contain a total of approximately 1.8 million rentable square feet. We make no assurance that the sale will occur or, if it does, that the portfolio sold will not differ substantially from the portfolio now on the market.

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Table of Contents

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 September 30, 2018.
Top Ten Markets (1)
 
% of Total Annualized Base Rental Revenue
Philadelphia, PA
 
9.5
%
Chicago, IL
 
8.6
%
Greenville/Spartanburg, SC
 
4.8
%
Milwaukee/Madison, WI
 
4.1
%
Detroit, MI
 
3.9
%
Cincinnati/Dayton, OH
 
3.3
%
Charlotte, NC
 
3.2
%
Houston, TX
 
3.2
%
Minneapolis/St Paul, MN
 
3.0
%
Pittsburgh, PA
 
2.8
%
Total
 
46.4
%
(1) As defined by CoStar Realty Information Inc.

Industry Diversification

The following table sets forth information about the ten largest tenant industries in our portfolio based on total annualized base rental revenue as of September 30, 2018.
Top Ten Tenant Industries (1)
 
% of Total Annualized Base Rental Revenue
Capital Goods
 
14.8
%
Automobiles & Components
 
12.8
%
Materials
 
11.7
%
Transportation
 
8.9
%
Consumer Durables & Apparel
 
8.9
%
Food, Beverage & Tobacco
 
7.9
%
Commercial & Prof Services
 
7.6
%
Retailing
 
5.0
%
Household & Personal Products
 
4.7
%
Food & Staples Retailing
 
4.3
%
Total
 
86.6
%
(1) Industry classification based on GICS methodology.

Top Tenants

The following table sets forth information about the ten largest tenants in our portfolio based on total annualized base rental revenue as of September 30, 2018.
Top Ten Tenants (1)
 
Number of Leases
 
% of Total Annualized Base Rental Revenue
General Service Administration
 
1

 
2.3
%
XPO Logistics
 
4

 
1.9
%
Deckers Outdoor
 
2

 
1.4
%
Yanfeng US Automotive Interior
 
3

 
1.3
%
Solo Cup
 
1

 
1.3
%
TriMas Corporation
 
4

 
1.2
%
DHL
 
4

 
1.0
%
Generation Brands
 
1

 
0.9
%
Schneider Electric USA, Inc.
 
4

 
0.9
%
Carolina Beverage Group
 
2

 
0.9
%
Total
 
26

 
13.1
%
(1) Includes tenants, guarantors, and/or non-guarantor parents.


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Table of Contents

Critical Accounting Policies

See “Critical Accounting Policies” in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017, for a discussion of our critical accounting policies and estimates.

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 three months ended September 30, 2018 to the three months ended September 30, 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 after June 30, 2017. On September 30, 2018, we owned 309 industrial buildings consisting of approximately 61.8 million square feet, which represents approximately 82.0% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.3% to 96.1% as of September 30, 2018 compared to 96.4% as of September 30, 2017.

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the three months ended September 30, 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 three months ended September 30, 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 June 30, 2017 and our flex/office buildings and Value Add Portfolio.



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Table of Contents

 
Same Store Portfolio
 
Acquisitions/Dispositions
 
Other
 
Total Portfolio
 
Three months ended September 30,
 
Change
 
Three months ended September 30,
 
Three months ended September 30,
 
Three months ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
$
 
%
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
$
61,926

 
$
60,611

 
$
1,315

 
2.2
 %
 
$
9,977

 
$
3,030

 
$
3,256

 
$
2,032

 
$
75,159

 
$
65,673

 
$
9,486

 
14.4
 %
Tenant recoveries
10,760

 
11,239

 
(479
)
 
(4.3
)%
 
1,865

 
620

 
893

 
507

 
13,518

 
12,366

 
1,152

 
9.3
 %
Other income
254

 
44

 
210

 
477.3
 %
 
15

 
50

 

 
11

 
269

 
105

 
164

 
156.2
 %
Total operating revenue
72,940

 
71,894

 
1,046

 
1.5
 %
 
11,857

 
3,700

 
4,149

 
2,550

 
88,946

 
78,144

 
10,802

 
13.8
 %
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Property
13,572

 
13,388

 
184

 
1.4
 %
 
2,049

 
993

 
1,491

 
1,020

 
17,112

 
15,401

 
1,711

 
11.1
 %
Net operating income (1)
$
59,368

 
$
58,506

 
$
862

 
1.5
 %
 
$
9,808

 
$
2,707

 
$
2,658

 
$
1,530

 
71,834

 
62,743

 
9,091

 
14.5
 %
Other expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,911

 
8,380

 
531

 
6.3
 %
Property acquisition costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
1,386

 
(1,386
)
 
(100.0
)%
Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44,355

 
38,186

 
6,169

 
16.2
 %
Other expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
223

 
58

 
165

 
284.5
 %
Total other expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53,489

 
48,010

 
5,479

 
11.4
 %
Total expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70,601

 
63,411

 
7,190

 
11.3
 %
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and other income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3

 
2

 
1

 
50.0
 %
Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(12,698
)
 
(10,446
)
 
(2,252
)
 
21.6
 %
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(13
)
 
(13
)
 

 
 %
Gain on the sales of rental property, net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,239

 
17,563

 
(14,324
)
 
(81.6
)%
Total other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(9,469
)
 
7,106

 
(16,575
)
 
(233.3
)%
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
8,876

 
$
21,839

 
$
(12,963
)
 
(59.4
)%
(1)
For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.


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Table of Contents

Net Income

Net income for our total portfolio decreased by $13.0 million or 59.4% to $8.9 million for the three months ended September 30, 2018, compared to $21.8 million for the three months ended September 30, 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 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 $1.3 million or 2.2% to $61.9 million for the three months ended September 30, 2018 compared to $60.6 million for the three months ended September 30, 2017. Approximately $2.4 million of the increase was attributable to rental increases due to new leases and renewals of existing tenants. This increase was partially offset by an approximately $1.1 million decrease due to a reduction of base rent due to tenants downsizing their spaces and vacancies.

Same store tenant recoveries decreased by $0.5 million or 4.3% to $10.8 million for the three months ended September 30, 2018 compared to $11.2 million for the three months ended September 30, 2017. The decrease was primarily attributable to one of our properties where it was determined, during the three months ended September 30, 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 recovery recorded for the three months ended September 30, 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 three months ended September 30, 2018. Additionally, approximately $0.3 million of the decrease related to the vacancy of previously occupied buildings and decreases in real estate taxes levied by the taxing authority. These decreases were partially offset by an increase of approximately $0.4 million related to increases in occupancy and 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 operating expenses to net income, see the table above.

Total same store operating expenses increased by $0.2 million or 1.4% to $13.6 million for the three months ended September 30, 2018 compared to $13.4 million for the three months ended September 30, 2017. This increase was primarily related to increases in general repairs and maintenance and utilities expense of approximately $0.4 million and an increase in real estate taxes levied by the related taxing authority of approximately $0.1 million. Additionally during the three months ended September 30, 2017 approximately $0.3 million of previously recorded bad debt reserve was reversed, which did not recur during the three months ended September 30, 2018. These increases were partially offset by a decrease in real estate taxes attributable to one of our properties where it was determined, during the three months ended September 30, 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 recovery recorded for the three months ended September 30, 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 three months ended September 30, 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 June 30, 2017, we acquired 53 buildings consisting of approximately 10.5 million square feet (excluding four buildings that were included in the Value Add Portfolio at September 30, 2018 or transferred from the Value Add Portfolio to the Operating Portfolio after June 30, 2017), and sold 18 buildings consisting of approximately 3.7 million square feet. For the three months ended September 30, 2018 and 2017, the buildings acquired after June 30, 2017 contributed approximately $9.8 million and $0.2 million to NOI, respectively. For the three months ended September 30, 2018 and 2017, the buildings sold after June 30, 2017 contributed approximately $(8,000) and $2.5 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.


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Table of Contents

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 June 30, 2017. Other NOI also includes termination income from buildings in our same store portfolio.

For a detailed reconciliation of our other NOI to net income, see the table above.

At September 30, 2018, we owned nine flex/office buildings consisting of approximately 0.6 million square feet, four buildings in our Value Add Portfolio consisting of approximately 0.8 million square feet, and six buildings consisting of approximately 1.8 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 June 30, 2017. These buildings contributed approximately $2.5 million and $1.3 million to NOI for the three months ended September 30, 2018 and 2017, respectively. Additionally, there was $0.2 million and $0.2 million of termination fee income from certain buildings in our same store portfolio for the three months ended September 30, 2018 and 2017, respectively.

Total Other Expenses

Total other expenses consist of general and administrative expenses, property acquisition costs, depreciation and amortization, and other expenses.

Total other expenses increased $5.5 million or 11.4% for the three months ended September 30, 2018 to $53.5 million compared to $48.0 million for the three months ended September 30, 2017. This is primarily a result of an increase in depreciation and amortization of approximately $6.2 million as a result of acquisitions increased the depreciable asset base. General and administrative expenses increased by approximately $0.5 million due to increases in compensation and other payroll costs. Additionally, other expenses increased by approximately $0.2 million primarily due to a gain on incentive fee of approximately $0.2 million during the three months ended September 30, 2017 due to the finalization of a one-time incentive fee payable to Columbus Nova Real Estate Acquisition Group, LLC, which did not recur during the three months ended September 30, 2018. These increases were partially offset by a decrease in property acquisition costs of approximately $1.4 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 decreased $16.6 million or 233.3% to a net other expense position of $9.5 million for the three months ended September 30, 2018 compared a net other income of $7.1 million for the three months ended September 30, 2017. This decrease is primarily the result of a decrease in the gain on the sales of rental property, net of approximately $14.3 million. This decrease is also attributable to an increase in interest expense of approximately $2.3 million which was primarily attributable to the issuance of new unsecured term loans and unsecured notes as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.

Comparison of the nine months ended September 30, 2018 to the nine months ended September 30, 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 after December 31, 2016. On September 30, 2018, we owned 278 industrial buildings consisting of approximately 55.1 million square feet, which represents approximately 73.1% 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 September 30, 2018 compared to 96.0% as of September 30, 2017.

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the nine months ended September 30, 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 nine months ended September 30, 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.


36

Table of Contents

 
Same Store Portfolio
 
Acquisitions/Dispositions
 
Other
 
Total Portfolio
 
Nine months ended September 30,
 
Change
 
Nine months ended September 30,
 
Nine months ended September 30,
 
Nine months ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
$
 
%
Revenue
    
 
    
 
 
 
    
 
    
 
    
 
 
 
 
 
    
 
    
 
    
 
    
Operating revenue
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

 
 
 
 

Rental income
$
162,063

 
$
158,798

 
$
3,265

 
2.1
%
 
$
44,984

 
$
21,629

 
$
10,180

 
$
6,194

 
$
217,227

 
$
186,621

 
$
30,606

 
16.4
 %
Tenant recoveries
28,341

 
27,519

 
822

 
3.0
%
 
8,693

 
4,004

 
2,409

 
1,429

 
39,443

 
32,952

 
6,491

 
19.7
 %
Other income
725

 
118

 
607

 
514.4
%
 
216

 
70

 
92

 
56

 
1,033

 
244

 
789

 
323.4
 %
Total operating revenue
191,129

 
186,435

 
4,694

 
2.5
%
 
53,893

 
25,703

 
12,681

 
7,679

 
257,703

 
219,817

 
37,886

 
17.2
 %
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Property
35,947

 
33,839

 
2,108

 
6.2
%
 
10,337

 
5,317

 
4,451

 
3,156

 
50,735

 
42,312

 
8,423

 
19.9
 %
Net operating income (1)
$
155,182

 
$
152,596

 
$
2,586

 
1.7
%
 
$
43,556

 
$
20,386

 
$
8,230

 
$
4,523

 
206,968

 
177,505

 
29,463

 
16.6
 %
Other expenses
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 

 
 
General and administrative
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
25,637

 
25,090

 
547

 
2.2
 %
Property acquisition costs
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 

 
4,684

 
(4,684
)
 
(100.0
)%
Depreciation and amortization
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
125,221

 
110,286

 
14,935

 
13.5
 %
Loss on impairments
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
2,934

 

 
2,934

 
100.0
 %
Loss on involuntary conversion
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 

 
330

 
(330
)
 
(100.0
)%
Other expenses
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
864

 
1,502

 
(638
)
 
(42.5
)%
Total other expenses
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
154,656

 
141,892

 
12,764

 
9.0
 %
Total expenses
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
205,391

 
184,204

 
21,187

 
11.5
 %
Other income (expense)
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest and other income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16

 
10

 
6

 
60.0
 %
Interest expense
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
(35,602
)
 
(31,557
)
 
(4,045
)
 
12.8
 %
Loss on extinguishment of debt
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
(13
)
 
(15
)
 
2

 
(13.3
)%
Gain on the sales of rental property, net
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
32,276

 
19,225

 
13,051

 
67.9
 %
Total other income (expense)
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
(3,323
)
 
(12,337
)
 
9,014

 
73.1
 %
Net income
 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
$
48,989

 
$
23,276

 
$
25,713

 
110.5
 %
(1)
For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.



37

Table of Contents

Net Income

Net income for our total portfolio increased by $25.7 million or 110.5% to $49.0 million for the nine months ended September 30, 2018 compared to $23.3 million for the nine months ended September 30, 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 $3.3 million or 2.1% to $162.1 million for the nine months ended September 30, 2018 compared to $158.8 million for the nine months ended September 30, 2017. Approximately $5.9 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 $0.5 million due to a net decrease in the amortization of net above market leases. These increases were partially offset by an approximately $3.1 million decrease due to a reduction of base rent due to tenants downsizing their spaces and vacancies.

Same store tenant recoveries increased by $0.8 million or 3.0% to $28.3 million for the nine months ended September 30, 2018 compared to $27.5 million for the nine months ended September 30, 2017. Approximately $2.7 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 $1.3 million related to vacancy of previously occupied buildings and decreases in real estate taxes levied by the taxing authority. These increases were also partially offset by one of our properties where it was determined, during the nine months ended September 30, 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 recovery recorded for the nine months ended September 30, 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 nine months ended September 30, 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 operating expenses to net income, see the table above.

Total same store operating expenses increased by $2.1 million or 6.2% to $35.9 million for the nine months ended September 30, 2018 compared to $33.8 million for the nine months ended September 30, 2017. This increase was primarily related to increases in general repairs and maintenance expense of approximately $0.4 million, an increase in real estate taxes levied by the related taxing authority of approximately $0.8 million, an increase of approximately $0.6 million in snow removal and utilities expenses, and an increase of approximately $0.6 million of bad debt expense. Additionally during the nine months ended September 30, 2017 approximately $0.3 million of previously recorded bad debt reserve was reversed, which did not recur during the nine months ended September 30, 2018. These increases were partially offset by a decrease in real estate taxes attributable to one of our properties where it was determined, during the nine months ended September 30, 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 recovery recorded for the nine months ended September 30, 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 three months ended September 30, 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 83 buildings consisting of approximately 17.0 million square feet (excluding six buildings that were included in the Value Add Portfolio at September 30, 2018 or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2016), and sold 22 buildings consisting of approximately 3.9 million square feet. For the nine months ended September 30, 2018 and September 30, 2017, the buildings acquired after December 31, 2016 contributed approximately $42.2 million and $12.1 million to NOI, respectively. For the nine months ended September 30, 2018 and

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September 30, 2017, the buildings sold after December 31, 2016 contributed approximately $1.4 million and $8.3 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

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 September 30, 2018 we owned nine flex/office buildings consisting of approximately 0.6 million square feet, four buildings in our Value Add Portfolio consisting of approximately 0.8 million square feet, and seven buildings consisting of approximately 2.0 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 $7.8 million and $3.8 million to NOI for the nine months ended September 30, 2018 and September 30, 2017, respectively. Additionally, there was $0.4 million and $0.7 million of termination fee income from certain buildings in our same store portfolio for the nine months ended September 30, 2018 and September 30, 2017, respectively.

Total Other Expenses

Total other expenses consist of general and administrative expenses, property acquisition costs, depreciation and amortization, loss on impairments, loss on involuntary conversion, and other expenses.

Total other expenses increased $12.8 million or 9.0% to $154.7 million for the nine months ended September 30, 2018 compared to $141.9 million for the nine months ended September 30, 2017. This is primarily a result of an increase in depreciation and amortization of approximately $14.9 million as a result of acquisitions that increased the depreciable asset base. The increase was also attributable to two buildings that were impaired in the amount of approximately $2.9 million during the nine months ended September 30, 2018, whereas there were no buildings impaired during the nine months ended September 30, 2017. General and administrative expenses increased by approximately $0.5 million due to increases in compensation and other payroll costs. These increases were partially offset by a decrease in property acquisition costs of approximately $4.7 million due to the adoption of Accounting Standards Update 2017-01, as discussed in Note 2 of the accompanying Notes to Consolidated Financial Statements. Additionally, loss on involuntary conversion decreased approximately $0.3 million as there were no involuntary conversion events during the nine months ended September 30, 2018, and other expenses decreased by approximately $0.6 million primarily due to the finalization of a one-time incentive fee during the nine months ended September 30, 2017 payable to Columbus Nova Real Estate Acquisition Group, LLC, which did not recur for the nine months ended September 30, 2018.

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 other expenses decreased $9.0 million or 73.1% to $3.3 million for the nine months ended September 30, 2018 compared to $12.3 million for the nine months ended September 30, 2017. This decrease was primarily the result of an increase in the gain on the sales of rental property of approximately $13.1 million. This was partially offset by an increase in interest expense of approximately $4.0 million which was primarily attributable to a higher unsecured credit facility balance during the nine months ended September 30, 2018 compared to the nine months ended September 30, 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.

Non-GAAP Financial Measures

In this report, we disclose 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 Securities and Exchange Commission (“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.

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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 (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.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Reconciliation of Net Income to FFO (in thousands)
 
2018
 
2017
 
2018
 
2017
Net income
 
$
8,876

 
$
21,839

 
$
48,989

 
$
23,276

Rental property depreciation and amortization
 
44,281

 
38,114

 
124,999

 
110,069

Loss on impairments
 

 

 
2,934

 

Gain on the sales of rental property, net
 
(3,239
)
 
(17,563
)
 
(32,276
)
 
(19,225
)
FFO
 
49,918

 
42,390

 
144,646

 
114,120

Preferred stock dividends
 
(1,289
)
 
(2,449
)
 
(6,315
)
 
(7,345
)
Redemption of preferred stock
 

 

 
(2,661
)
 

FFO attributable to common stockholders and unit holders
 
$
48,629

 
$
39,941

 
$
135,670

 
$
106,775


Net Operating Income

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.

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The following table sets forth a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.
 
 
Three months ended September 30,
 
Nine months ended September 30,
Reconciliation of Net Income to NOI (in thousands)
 
2018
 
2017
 
2018
 
2017
Net income
 
$
8,876

 
$
21,839

 
$
48,989

 
$
23,276

Asset management fee income
 

 
(9
)
 

 
(52
)
General and administrative
 
8,911

 
8,380

 
25,637

 
25,090

Property acquisition costs
 
94

 
1,386

 
170

 
4,684

Depreciation and amortization
 
44,355

 
38,186

 
125,221

 
110,286

Interest and other income
 
(3
)
 
(2
)
 
(16
)
 
(10
)
Interest expense
 
12,698

 
10,446

 
35,602

 
31,557

Loss on impairments
 

 

 
2,934

 

Loss on involuntary conversion
 

 

 

 
330

Loss on extinguishment of debt
 
13

 
13

 
13

 
15

Other expenses
 
129

 
260

 
694

 
813

(Gain) loss on incentive fee
 

 
(202
)
 

 
689

Gain on the sales of rental property, net
 
(3,239
)
 
(17,563
)
 
(32,276
)
 
(19,225
)
Net operating income 
 
$
71,834

 
$
62,734

 
$
206,968

 
$
177,453


Cash Flows

Comparison of the nine months ended September 30, 2018 to the nine months ended September 30, 2017

The following table summarizes our cash flows for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.
 
 
Nine months ended September 30,
 
Change
Cash Flows (dollars in thousands)
 
2018
 
2017
 
$
 
%  
Net cash provided by operating activities
 
$
148,610

 
$
120,034

 
$
28,576

 
23.8
 %
Net cash used in investing activities
 
$
393,250

 
$
468,294

 
$
(75,044
)
 
(16.0
)%
Net cash provided by financing activities
 
$
227,766

 
$
341,042

 
$
(113,276
)
 
(33.2
)%
 
Net cash provided by operating activities increased $28.6 million to $148.6 million for the nine months ended September 30, 2018 compared to $120.0 million for the nine months ended September 30, 2017. 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 decreased $75.0 million to $393.3 million for the nine months ended September 30, 2018 compared to $468.3 million for the nine months ended September 30, 2017. The decreased cash outflow was primarily due to the acquisition of 36 buildings for a total cash consideration of approximately $458.4 million for the nine months ended September 30, 2018 compared to the acquisition of 42 buildings for a total cash consideration of approximately $485.8 million for the nine months ended September 30, 2017. The decrease is also attributable to the sale of 11 buildings during the nine months ended September 30, 2018 for net proceeds of approximately $89.4 million, compared to the nine months ended September 30, 2017 where we sold nine buildings for net proceeds of approximately $43.5 million.

Net cash provided by financing activities decreased $113.3 million to $227.8 million for the nine months ended September 30, 2018 compared to $341.0 million for the nine months ended September 30, 2017. The decrease was primarily due to an increase in net cash outflow on our unsecured credit facility of approximately $393.0 million and a decrease in proceeds from sales of common stock of approximately $63.2 million, as well as an approximately $13.5 million increase in dividends paid during the nine months ended September 30, 2018 compared to the nine months ended September 30, 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 nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.

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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.
 
As of September 30, 2018, we had total immediate liquidity of approximately $580.4 million, comprised of $6.0 million of cash and cash equivalents and $574.4 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. The table below sets forth the dividends attributable to our outstanding common stock that had a record date during the nine months ended September 30, 2018. These distributions on our common stock are voluntary (at the discretion of our board of directors), to the extent we have satisfied distribution requirements in order to maintain our REIT status for federal income tax purposes, and may be reduced or stopped if needed to fund other liquidity requirements or for other reasons.
Month Ended 2018
 
Declaration Date
 
Record Date
 
Per Share
 
Payment Date
September 30
 
July 11, 2018
 
September 28, 2018
 
$
0.118333

 
October 15, 2018
August 31
 
July 11, 2018
 
August 31, 2018
 
0.118333

 
September 17, 2018
July 31
 
July 11, 2018
 
July 31, 2018
 
0.118333

 
August 15, 2018
June 30
 
April 10, 2018
 
June 29, 2018
 
0.118333

 
July 16, 2018
May 31
 
April 10, 2018
 
May 31, 2018
 
0.118333

 
June 15, 2018
April 30
 
April 10, 2018
 
April 30, 2018
 
0.118333

 
May 15, 2018
March 31
 
November 2, 2017
 
March 29, 2018
 
0.118333

 
April 16, 2018
February 28
 
November 2, 2017
 
February 28, 2018
 
0.118333

 
March 15, 2018
January 31
 
November 2, 2017
 
January 31, 2018
 
0.118333

 
February 15, 2018
Total
 
 
 
 
 
$
1.064997

 
 

On October 10, 2018, our board of directors declared the common stock dividends for the months ending October 31, 2018, November 30, 2018 and December 31, 2018 at a monthly rate of $0.118333 per share of common stock.


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During the nine months ended September 30, 2018, we paid quarterly cumulative dividends on the Series B Preferred Stock and the 6.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock,” and together with Series B Preferred Stock, the “Preferred Stock Issuances”) at a rate equivalent to the fixed annual rate of $1.65625 and $1.71875 per share, respectively. The table below sets forth the dividends on the Preferred Stock Issuances during the nine months ended September 30, 2018.
Quarter Ended 2018
 
Declaration Date
 
Series B
Preferred Stock Per Share
 
Series C
Preferred Stock Per Share
 
Payment Date
September 30
 
July 11, 2018
 
$
0.0460069

(1) 
$
0.4296875

 
October 1, 2018
June 30
 
April 10, 2018
 
0.4140625

 
0.4296875

 
July 2, 2018
March 31
 
February 14, 2018
 
0.4140625

 
0.4296875

 
April 2, 2018
Total
 
 
 
$
0.8741319

 
$
1.2890625

 
 
(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 October 10, 2018, our board of directors declared the Series C Preferred Stock dividends for the quarter ending December 31, 2018 at a quarterly rate of $0.4296875 per share.

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Indebtedness Outstanding

The following table sets forth certain information with respect to our indebtedness outstanding as of September 30, 2018.
Loan
 
Principal Outstanding (in thousands)
 
Interest 
Rate
(1)
    
Maturity Date
 
Prepayment Terms (2) 
Unsecured credit facility:
 
 
 
 
 
 
 
 
Unsecured Credit Facility (3)
 
$
95,000

 
L + 1.05%

 
Jan-15-2023
 
i
Total unsecured credit facility
 
95,000

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured term loans:
 
 

 
 

 
 
 
 
Unsecured Term Loan C
 
150,000

 
L + 1.30%

 
Sep-29-2020
 
i
Unsecured Term Loan B
 
150,000

 
L + 1.30%

 
Mar-21-2021
 
i
Unsecured Term Loan A
 
150,000

 
L + 1.30%

 
Mar-31-2022
 
i
Unsecured Term Loan D
 
150,000

 
L + 1.30%

 
Jan-04-2023
 
i
Unsecured Term Loan E (4)
 

 
L + 1.20%

 
Jan-15-2024
 
i
Total unsecured term loans
 
600,000

 
 
 
 
 
 
Less: Total unamortized deferred financing fees and debt issuance costs
 
(3,915
)
 
 
 
 
 
 
Total carrying value unsecured term loans, net
 
596,085

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured notes:
 
 

 
 

 
 
 
 
Series F Unsecured Notes
 
100,000

 
3.98
%
 
Jan-05-2023
 
ii
Series A Unsecured Notes
 
50,000

 
4.98
%
 
Oct-1-2024
 
ii
Series D Unsecured Notes
 
100,000

 
4.32
%
 
Feb-20-2025
 
ii
Series G Unsecured Notes
 
75,000

 
4.10
%
 
Jun-13-2025
 
ii
Series B Unsecured Notes
 
50,000

 
4.98
%
 
Jul-1-2026
 
ii
Series C Unsecured Notes
 
80,000

 
4.42
%
 
Dec-30-2026
 
ii
Series E Unsecured Notes
 
20,000

 
4.42
%
 
Feb-20-2027
 
ii
Series H Unsecured Notes
 
100,000

 
4.27
%
 
Jun-13-2028
 
ii
Total unsecured notes
 
575,000

 
 
 
 
 
 
Less: Total unamortized deferred financing fees and debt issuance costs
 
(2,611
)
 
 
 
 
 
 
Total carrying value unsecured notes, net
 
572,389

  
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage notes (secured debt):
 
 

 
 

 
 
 
 
Wells Fargo Bank, National Association CMBS Loan
 
53,652

 
4.31
%
 
Dec-1-2022
 
iii
Thrivent Financial for Lutherans
 
3,824

 
4.78
%
 
Dec-15-2023
 
iv
Total mortgage notes
 
57,476

 
 

 
 
 
 
Add: Total unamortized fair market value premiums
 
52

 
 

 
 
 
 
Less: Total unamortized deferred financing fees and debt issuance costs 
 
(535
)
 
 
 
 
 
 
Total carrying value mortgage notes, net
 
56,993

 
 

 
 
 
 
Total / weighted average interest rate (5)
 
$
1,320,467

 
3.69
%
 
 
 
 
(1)
Interest rate as of September 30, 2018. At September 30, 2018, the one-month LIBOR (“L”) was 2.26056%. The interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our consolidated leverage ratio, as defined in the respective loan agreements.
(2)
Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased beginning January 1, 2016; and (iv) pre-payable without penalty three months prior to the maturity date.
(3)
The capacity of the unsecured credit facility is $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 September 30, 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 September 30, 2018 was approximately $574.4 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.

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 September 30, 2018, we were in compliance with the applicable financial covenants.

On July 26, 2018, we closed on the refinancing of the 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 September 30, 2018, the interest rate on the unsecured credit facility was LIBOR plus a spread of 1.05% based on the Company’s consolidated leverage ratio, as defined in the credit agreement.


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On July 26, 2018, we entered into a $175.0 million unsecured term loan agreement. As of September 30, 2018, the interest rate on the new term loan was LIBOR plus a spread of 1.20% based on the Company's consolidated leverage ratio, as defined in the loan agreement. On July 24, 2018, we entered into four interest rate swaps with a total notional amount of $175.0 million to fix LIBOR at 2.9187% on the new unsecured term loan. The interest rate swaps will become effective on July 26, 2019 and expire on January 12, 2024.

On July 26, 2018, we entered into amendments to our unsecured term loan agreements to conform certain provisions to the new unsecured term loan agreement and the new unsecured credit facility agreement.

On April 10, 2018, we entered into a note purchase agreement 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%. We issued the Series G Unsecured Notes and the Series H Unsecured Notes on June 13, 2018. In addition, on April 10, 2018, we entered into amendments to the note purchase agreements related to our outstanding unsecured notes to conform certain provisions in the agreements to the provisions in the new note purchase agreement.

On March 28, 2018, we drew $75.0 million of the $150.0 million unsecured term loan that was entered into on July 28, 2017. On July 27, 2018, we drew the remaining $75.0 million of the $150.0 million unsecured term loan.

The chart below details our debt capital structure as of September 30, 2018.
Debt Capital Structure
 
September 30, 2018
Total principal outstanding (in thousands)
 
$
1,327,476

Weighted average duration (years)
 
4.9

% Secured debt
 
4
%
% Debt maturing next 12 months
 
%
Net Debt to Real Estate Cost Basis (1)
 
39
%
(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.

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.

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 nine months ended September 30, 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 September 30, 2018.
Preferred Stock Issuances
 
Issuance Date
 
Number of Shares
 
Liquidation Value Per Share
 
Interest Rate
Series C Preferred Stock
 
March 17, 2016
 
3,000,000

 
$
25.00

 
6.875
%

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.


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Common Stock

The following sets forth our at-the-market (“ATM”) common stock offering program as of September 30, 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
September 30, 2018 (in thousands)
2017 $500 million ATM
 
November 13, 2017
 
$
500,000

 
$
213,217


The table below set forth the activity for the ATM common stock offering programs during the three and nine months ended September 30, 2018 (in thousands, except share data).
 
 
Three months ended September 30, 2018
ATM Common Stock Offering Program
 
Shares
Sold
 
Weighted Average Price Per Share
 
Gross
Proceeds
 
Sales
Agents’ Fee
 
Net
Proceeds
2017 $500 million ATM
 
3,568,382

 
$
27.94

 
$
99,695

 
$
1,129

 
$
98,566

Total/weighted average
 
3,568,382

 
$
27.94

 
$
99,695

 
$
1,129

 
$
98,566

 
 
Nine months ended September 30, 2018
ATM Common Stock Offering Program
 
Shares
Sold
 
Weighted Average Price Per Share
 
Gross
Proceeds
 
Sales
Agents’ Fee
 
Net
Proceeds
2017 $500 million ATM
 
10,387,962

 
$
26.61

 
$
276,457

 
$
2,888

 
$
273,569

Total/weighted average
 
10,387,962

 
$
26.61

 
$
276,457

 
$
2,888

 
$
273,569


Noncontrolling Interest

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 September 30, 2018, we owned approximately 96.4% 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 3.6%.

Interest Rate Risk

We use interest rate swaps to fix the rate of our variable rate debt. As of September 30, 2018, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps.

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, or Fitch Ratings or other nationally recognized rating agencies.


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Table of Contents

The following table details our outstanding interest rate swaps as of September 30, 2018.
Interest Rate
Derivative Counterparty
 
Trade Date    
 
Effective Date
 
Notional Amount
(in thousands)
 
Fair Value
(in thousands)
 
Pay Fixed Interest Rate
 
Receive Variable Interest Rate
 
Maturity Date
Regions Bank
 
Mar-01-2013
 
Mar-01-2013
 
$
25,000

 
$
471

 
1.3300
%
 
One-month L
 
Feb-14-2020 
Capital One, N.A.
 
Jun-13-2013
 
Jul-01-2013
 
$
50,000

 
$
703

 
1.6810
%
 
One-month L
 
Feb-14-2020 
Capital One, N.A.
 
Jun-13-2013
 
Aug-01-2013
 
$
25,000

 
$
344

 
1.7030
%
 
One-month L
 
Feb-14-2020 
Regions Bank
 
Sep-30-2013
 
Feb-03-2014
 
$
25,000

 
$
245

 
1.9925
%
 
One-month L
 
Feb-14-2020 
The Toronto-Dominion Bank
 
Oct-14-2015
 
Sep-29-2016
 
$
25,000

 
$
700

 
1.3830
%
 
One-month L
 
Sep-29-2020
PNC Bank, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
50,000

 
$
1,391

 
1.3906
%
 
One-month L
 
Sep-29-2020
Regions Bank
 
Oct-14-2015
 
Sep-29-2016
 
$
35,000

 
$
978

 
1.3858
%
 
One-month L
 
Sep-29-2020
U.S. Bank, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
25,000

 
$
695

 
1.3950
%
 
One-month L
 
Sep-29-2020
Capital One, N.A.
 
Oct-14-2015
 
Sep-29-2016
 
$
15,000

 
$
417

 
1.3950
%
 
One-month L
 
Sep-29-2020
Royal Bank of Canada
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
684

 
1.7090
%
 
One-month L
 
Mar-21-2021
The Toronto-Dominion Bank
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
682

 
1.7105
%
 
One-month L
 
Mar-21-2021
The Toronto-Dominion Bank
 
Jan-08-2015
 
Sep-10-2017
 
$
100,000

 
$
1,488

 
2.2255
%
 
One-month L
 
Mar-21-2021
Wells Fargo, N.A.
 
Jan-08-2015
 
Mar-20-2015
 
$
25,000

 
$
886

 
1.8280
%
 
One-month L
 
Mar-31-2022
The Toronto-Dominion Bank
 
Jan-08-2015
 
Feb-14-2020
 
$
25,000

 
$
271

 
2.4535
%
 
One-month L
 
Mar-31-2022
Regions Bank
 
Jan-08-2015
 
Feb-14-2020
 
$
50,000

 
$
520

 
2.4750
%
 
One-month L
 
Mar-31-2022
Capital One, N.A.
 
Jan-08-2015
 
Feb-14-2020
 
$
50,000

 
$
467

 
2.5300
%
 
One-month L
 
Mar-31-2022
The Toronto-Dominion Bank
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,054

 
1.8485
%
 
One-month L
 
Jan-04-2023
Royal Bank of Canada
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,054

 
1.8505
%
 
One-month L
 
Jan-04-2023
Wells Fargo, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,055

 
1.8505
%
 
One-month L
 
Jan-04-2023
PNC Bank, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
25,000

 
$
1,052

 
1.8485
%
 
One-month L
 
Jan-04-2023
PNC Bank, N.A.
 
Jul-20-2017
 
Oct-30-2017
 
$
50,000

 
$
2,105

 
1.8475
%
 
One-month L
 
Jan-04-2023
The Toronto-Dominion Bank
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
111

 
2.9180
%
 
One-month L
 
Jan-12-2024
PNC Bank, N.A.
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
106

 
2.9190
%
 
One-month L
 
Jan-12-2024
Bank of Montreal
 
Jul-24-2018
 
Jul-26-2019
 
$
50,000

 
$
113

 
2.9190
%
 
One-month L
 
Jan-12-2024
U.S. Bank, N.A.
 
Jul-24-2018
 
Jul-26-2019
 
$
25,000

 
$
57

 
2.9190
%
 
One-month L
 
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. Level 2 financial instruments are defined as significant other observable inputs. As of September 30, 2018, the fair value of all of our 25 interest rate swaps were in an asset position of approximately $17.6 million, including any adjustment for nonperformance risk related to these agreements.

As of September 30, 2018, we had $695.0 million of variable rate debt. As of September 30, 2018, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps. 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.

Off-balance Sheet Arrangements

As of September 30, 2018, we had letters of credit related to development projects and certain other agreements of approximately $5.6 million. As of September 30, 2018, we had no other material off-balance sheet arrangements.

Item 3.  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 September 30, 2018, we had $695.0 million of variable rate debt outstanding. As of September 30, 2018, all of our outstanding variable rate debt, with the exception of $95.0 million outstanding under our unsecured credit facility, was fixed with interest rate swaps. 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

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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 $95.0 million on our unsecured credit facility (the portion outstanding at September 30, 2018 not fixed by interest rate swaps) for the nine months ended September 30, 2018, our interest expense would have increased by approximately $0.7 million for the nine months ended September 30, 2018.

Item 4.  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 September 30, 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.

Changes in Internal Controls

There was no change to our internal control over financial reporting during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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Table of Contents

PART II. Other Information

Item 1.  Legal Proceedings
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 which, 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 1A.  Risk Factors
There have been no material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 15, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures
Not applicable.

Item 5.  Other Information

None.


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Table of Contents

Item 6.  Exhibits
Exhibit Number
 
Description of Document
10.1
 
10.2
 
10.3
 
10.4
 
10.5
 
10.6
 
31.1
 
31.2
 
32.1
 
101 *
 
The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 (Loss), (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to Consolidated Financial Statements
*
Filed herewith.
(1)
Incorporated by reference to STAG Industrial, Inc.’s Current Report on Form 8-K filed with the SEC on July 31, 2018.

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Table of Contents

SIGNATURES
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.
 
 
STAG INDUSTRIAL, INC.
 
 
Date: November 1, 2018
BY:
/s/ WILLIAM R. CROOKER
 
 
William R. Crooker
 
 
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)



























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