UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K/A

(Amendment No. 3)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  October 9, 2012

 

STAG INDUSTRIAL, INC.

(Exact name of registrant specified in its charter)

 

Maryland

 

1-34907

 

27-3099608

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification
No.)

 

99 High Street, 28th Floor

Boston, Massachusetts 02110

(Address of principal executive offices, zip code)

 

Registrant’s telephone number, including area code: (617) 574-4777

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Explanatory Note

 

STAG Industrial, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 11, 2012, which was amended on November 6, 2012 and December 13, 2012 (the “Original Report”), related to the Company’s acquisition of a portfolio of 33 industrial properties from the Company’s affiliate, STAG Investments Holdings II, LLC and its subsidiaries. This Current Report on Form 8-K/A is being filed in part to include the historical financial statements and unaudited pro forma financial information required by Item 9.01(a) and (b) of Form 8-K for the 33 industrial properties (STAG Investments II Portfolio).  This Current Report on Form 8-K/A should be read in conjunction with the Original Report.

 

ITEM 8.01.                               OTHER EVENTS

 

In connection with its filing on or about the date hereof of a Registration Statement on Form S-3, the Company is also filing this report to present certain additional disclosures to be incorporated by reference therein, including disclosures relating to:

 

·                  historical financial statements related to certain of the Company’s completed acquisitions; and

 

·                  unaudited pro forma financial information regarding the Company’s completed acquisitions and one acquisition that is considered probable for purposes of Regulation S-X.

 

There is no assurance that the Company will acquire the property that is considered a probable acquisition for purposes of Regulation S-X because the proposed acquisition is subject to a variety of factors, including the satisfaction of customary closing conditions.

 

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

 

In addition to the financial statements listed below, the Company incorporates by reference the following reports, financial statements and notes from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2012:

 

·                  Spartanburg Property

 

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011

·                  Notes to Statements of Revenue and Certain Expenses

 

·                  Reading Property

 

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the Three Months Ended March 31, 2012 (unaudited) and the Year Ended December 31, 2011

·                  Notes to Statements of Revenue and Certain Expenses

 

·                  South Bend Property

 

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the Period from January 1, 2012 to March 7, 2012 (unaudited) and the Year Ended December 31, 2011

·                  Notes to Statements of Revenue and Certain Expenses

 

No other part or section of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2012 is incorporated by reference into this Current Report on Form 8-K/A.

 

1



 

(a)                                 Financial Statements Under Rule 3-14 of Regulation S-X

 

STAG Investments II Portfolio

 

 

Independent Auditor’s Report

 

3

Combined Statements of Revenue and Certain Expenses for the Three Months Ended March 31, 2013 (unaudited) and the Years Ended December 31, 2012, 2011 and 2010

 

4

Notes to Combined Statements of Revenue and Certain Expenses

 

5

 

 

 

Armacell Properties

 

 

Report of Independent Auditors

 

8

Combined Statements of Revenue and Certain Expenses for the Period from January 1, 2012 to September 3, 2012 (unaudited) and the Year Ended December 31, 2011

 

9

Notes to Combined Statements of Revenue and Certain Expenses

 

10

 

 

 

Columbus Nova Properties

 

 

Report of Independent Auditors

 

12

Combined Statements of Revenue and Certain Expenses for the Period from January 1, 2012 to June 14, 2012 (unaudited) and the Year Ended December 31, 2011

 

13

Notes to Combined Statements of Revenue and Certain Expenses

 

14

 

(b)                                 Unaudited Pro Forma Condensed Consolidated Financial Information

 

STAG Industrial, Inc. and Subsidiaries

 

16

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2013

 

18

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2013

 

19

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2012

 

20

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

21

 

(d)                             Exhibits

 

Exhibit No.

 

Description

23.1

 

Consent of PricewaterhouseCoopers LLP

 

2



 

Independent Auditor’s Report

 

To the Board of Directors and Stockholders of STAG Industrial, Inc.

 

We have audited the accompanying combined statements of revenue and certain expenses of the STAG Investments II Portfolio (the “Properties”) for each of the three years in the period ended December 31, 2012.

 

Management’s Responsibility for the Combined Statements of Revenue and Certain Expenses

 

Management is responsible for the preparation and fair presentation of the combined statements of revenue and certain expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined statements of revenue and certain expenses that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the combined statements of revenue and certain expenses based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statements of revenue and certain expenses are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined statements of revenue and certain expenses.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined statements of revenue and certain expenses, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Properties’ preparation and fair presentation of the combined  statements of revenue and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined statements of revenue and certain expenses.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the combined statements of revenue and certain expenses referred to above present fairly, in all material respects, the combined revenue and certain expenses described in Note 2 of the STAG Investments II Portfolio Combined Statements of Revenue and Certain Expenses for each of the three years in the period ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

As discussed in Note 2, the accompanying combined statements of revenue and certain expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K/A of STAG Industrial, Inc.) and are not intended to be a complete presentation of the Properties revenue and expenses.  Our opinion is not modified with respect to this matter.

 

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

May 8, 2013

 

3



 

STAG Investments II Portfolio

 

Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

 

 

 

 

Year Ended

 

Year Ended

 

Year Ended

 

 

 

Three Months Ended

 

December 31,

 

December 31,

 

December 31,

 

 

 

March 31, 2013

 

2012

 

2011

 

 2010

 

 

 

Unaudited

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Rental income

 

$

213

 

$

12,286

 

$

16,064

 

$

16,316

 

Tenant recoveries

 

120

 

1,856

 

2,031

 

1,709

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

333

 

14,142

 

18,095

 

18,025

 

 

 

 

 

 

 

 

 

 

 

Certain expenses

 

 

 

 

 

 

 

 

 

Cost of rental operations

 

83

 

1,133

 

1,904

 

1,659

 

Real estate taxes and insurance

 

40

 

1,902

 

1,837

 

1,933

 

 

 

 

 

 

 

 

 

 

 

Certain expenses

 

123

 

3,035

 

3,741

 

3,592

 

 

 

 

 

 

 

 

 

 

 

Revenue in excess of certain expenses

 

$

210

 

$

11,107

 

$

14,354

 

$

14,433

 

 

The accompanying notes are an integral part to the combined statements of revenue and certain expenses.

 

4



 

STAG Investments II Portfolio

 

Notes to Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

1.                                      Organization

 

On October 9, 2012, STAG Industrial Inc. (“STAG”) acquired 31 industrial properties from STAG Investments Holdings II, LLC, a wholly owned subsidiary of STAG Investments II, LLC (the “Fund”), which are related parties of STAG through common management. Subsequently, on October 31, 2012 and April 5, 2013, STAG acquired two additional industrial properties from the Fund.  STAG and its predecessor served as the asset manager of the Fund for all periods presented.

 

STAG Investments II Portfolio, which is not a legal entity, is a combination of 33 industrial properties located in 10 states throughout the United States of America (the “Properties”). The accompanying combined statements of revenue and certain expenses (the “Statements”) relate to the operations of the Properties.

 

The Properties were acquired by STAG Investments Holdings II, LLC prior to January 1, 2010.

 

2.                                      Significant Accounting Policies

 

(a)                                 Basis of Presentation

 

The accompanying Statements relate to the Properties and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Properties for the three months ended March 31, 2013 and for the years ended December 31, 2012, 2011 and 2010, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Properties:

 

·                  Depreciation and amortization

 

·                  Interest income and expense

 

·                  Amortization of above and below market leases

 

·                  Other miscellaneous revenue and expenses not directly related to the proposed future operations of the Properties

 

Because these Properties were acquired from a related party, these Statements have been prepared for the three months ended March 31, 2013 and years ended December 31, 2012, 2011 and 2010 of ownership.  The Statements are presented on a combined basis as the Properties were under common management for all periods being presented. The information being reported on for the year ended December 31, 2012, reflects the following: the 31 properties acquired on October 9, 2012 for the period from January 1, 2012 through October 8, 2012, the one property acquired October 31, 2012 for the period from January 1, 2012 through October 30, 2012 and the one property acquired on April 5, 2013 for the year ended December 31, 2012. The information being reported on for the three months ended March 31, 2013 relates to the one property acquired on April 5, 2013.

 

(b)                                 Revenue Recognition

 

Rental revenue is recognized on a straight-line basis over the term of the related leases when collectability is reasonably assured. Differences between rental revenue earned and amounts due under the leases are charged or credited, as applicable, to accrued rental revenue. The impact of the straight-line rent adjustment increased revenue by approximately $5, $132, $195, and $709 for the three months ended March 31, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010, respectively. Tenant recoveries represent additional rents from

 

5



 

expense reimbursements for insurance, real estate taxes, and certain other expenses and are recognized in the period in which the related expenses are incurred.

 

Certain tenants make payments for insurance, real estate taxes and certain other expenses, and these costs, which have been assumed by the tenants under the terms of their respective leases, are not reflected in the Properties’ financial statements. Management estimates that real estate taxes, which are the responsibility of these certain tenants, were approximately $0, $823, $1,600 and $1,600 for the three months ended March 31, 2013 (unaudited), and for the years ended December 31, 2012, 2011 and 2010, respectively. In instances whereby the tenant has assumed the cost for insurance, real estate taxes, and certain other expenses, no recovery revenue has been reflected in the Statements.

 

Rental revenue from month-to-month leases or leases with no scheduled rent increases or other adjustments is recognized on a monthly basis when earned.

 

(c)                                  Use of Estimates

 

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

 

(d)                                 Unaudited Interim Statement

 

The statement of revenue and certain expenses for the three months ended March 31, 2013 is unaudited and relates to the one property acquired on April 5, 2013. In the opinion of management, the Statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

 

3.                                      Description of Leasing Arrangements

 

The Properties are leased to tenants primarily under non-cancelable operating leases which vary in length.

 

Future minimum base rentals over the next five years and thereafter on non-cancelable operating leases as of December 31, 2012, are as follows:

 

2013

 

$

847

 

2014

 

868

 

2015

 

885

 

2016

 

901

 

2017

 

75

 

Thereafter

 

 

 

The above future minimum lease payments for the property acquired on April 5, 2013 exclude tenant reimbursements, amortization of accrued rental revenue and above/below-market lease intangibles. The remaining 32 properties are excluded as they were acquired by STAG prior to December 31, 2012.

 

Certain leases provide for payments that represent reimbursements for related expenses incurred under existing ground leases.

 

4.                                      Ground Lease Commitments

 

Two adjacent buildings are subject to one non-cancelable operating ground lease agreement which commenced on May 1, 1994 and has a forty year term expiring April 30, 2034. The ground lease provides for monthly minimum rent and future rent increases. For the three months ended March 31, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010, the Properties expensed ground lease payments under this operating lease in the amount of $0, $113, $146, and $146, respectively. The three months ended March 31, 2013 solely relate to the one property acquired on April 5, 2013; which is not subject to a ground lease. Rent adjustments are

 

6



 

every five years on the basis of increases in the Consumer Price Index (CPI) or fair market value pursuant to certain clauses in the lease agreement.

 

As there is no ground lease for the one property acquired on April 5, 2013, there are no future minimum ground lease commitments as of December 31, 2012.

 

One building is subject to a non-cancelable operating ground lease agreement which commenced on October 28, 1996 and is set to expire on December 31, 2038.  The ground lease provides for monthly ground rent and future rent increases. Rent adjustments are every five years on the basis of increases in the Consumer Price Index (CPI) pursuant to certain clauses in the lease agreement.  The lease for the building requires the tenant to pay the ground lease payments directly to the land owner.  These ground lease payments are not reflected in the Properties’ Statements.  To the extent the tenant fails to make the ground lease payments, the Properties would recognize the expense for the obligation.  The Properties estimate that the ground lease payments, which are the responsibility of the tenant, were approximately $0, $114, $142, and $164 for the three months ended March 31, 2013 (unaudited) and the years ended December 31, 2012, 2011, and 2010, respectively.

 

5.                                      Commitments and Contingencies

 

The Properties are subject to legal claims and disputes in the ordinary course of business. Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Properties’ revenue and certain operating expenses.

 

6.                                      Subsequent Events

 

Management has evaluated the events and transactions that have occurred through May 8, 2013, the date which the Statements were available to be issued, and noted no items requiring adjustment to the Statements or additional disclosure.

 

7



 

Report of Independent Auditors

 

To the Board of Directors and Stockholders of STAG Industrial, Inc.:

 

We have audited the accompanying combined statement of revenue and certain expenses (the “Statement”) of the Armacell Properties (the “Properties”) for the year ended December 31, 2011. This Statement is the responsibility of management. Our responsibility is to express an opinion on this Statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on Form 8-K/A of STAG Industrial, Inc.), as described in Note 2 and is not intended to be a complete presentation of the Properties’ revenue and expenses.

 

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenue and certain expenses, as described in Note 2, of the Properties for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ PricewaterhouseCoopers LLP

 

 

 

Boston, Massachusetts

 

May 8, 2013

 

 

8



 

Armacell Properties

 

Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

 

 

Period from January 1, 2012
 to September 3, 2012
(unaudited)

 

Year Ended
December 31,
2011

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

Rental income

 

$

1,341

 

$

1,990

 

Total revenue

 

1,341

 

1,990

 

 

 

 

 

 

 

Certain expenses

 

 

 

 

 

Certain expenses

 

 

 

Revenue in excess of certain expenses

 

$

1,341

 

$

1,990

 

 

The accompanying notes are an integral part to the combined statements of revenue and certain expenses.

 

9



 

Armacell Properties

 

Notes to Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

(1)                                 Organization

 

The Armacell Properties (the “Properties”), are three single tenant industrial properties. Two properties are located in Mebane, NC and one is located in Dallas, GA. The accompanying combined statements of revenue and certain expenses (the “Statements”) relate to the operations of the Properties.

 

Prior to September 4, 2012, the Properties were owned by an unaffiliated third party of STAG Industrial, Inc. and were under common management.  Therefore their results are being presented on a combined basis in the Statements.  On September 4, 2012 the Properties were acquired by STAG Mebane 1, LLC, STAG Mebane 2, LLC and STAG Dallas, LLC, single member limited liability companies wholly owned by STAG Industrial Operating Partnership, L.P., an entity consolidated by STAG Industrial, Inc.

 

(2)                                 Significant Accounting Policies

 

(a)                                 Basis of Presentation

 

The accompanying Statements have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Properties, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Properties:

 

·                  Depreciation and amortization

 

·                  Interest income and expense

 

·                  Amortization of above and below market leases

 

·                  Other miscellaneous revenue and expenses not directly related to the proposed future operations of the Properties

 

(b)                                 Revenue Recognition

 

Rental revenue is recognized on a straight-line basis over the term of the related lease when collectability is reasonably assured. Differences between rental revenue earned and amounts due under the lease are charged or credited, as applicable, to accrued rental revenue. Future rent increases in the tenant leases at the Properties are based on the Consumer Price Index (CPI); therefore, there is no straight-line rent adjustment.  The tenants make payments for certain expenses and costs, which have been assumed by the tenants under the terms of their respective lease, and are not reflected in the Statements.  Management estimates that real estate taxes, which are the responsibility of these certain tenants, were approximately $160, and $237 for the period from January 1, 2012 to September 3, 2012 (unaudited), and for the year ended December 31, 2011, respectively. In instances whereby the tenant has assumed the cost for insurance, real estate taxes, and certain other expenses, no recovery revenue has been reflected in the Statements.

 

(c)                                  Use of Estimates

 

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

 

10



 

Armacell Properties

 

Notes to Combined Statements of Revenue and Certain Expenses (Continued)

 

(dollars in thousands)

 

(d)           Unaudited Interim Statement

 

The statement of revenue and certain expenses for the period from January 1, 2012 to September 3, 2012 is unaudited.  In the opinion of management, the Statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

 

(3)          Description of Leasing Arrangements

 

The Properties are leased to three tenants under non-cancelable operating leases. All three leases have an expiration date of June 29, 2025.

 

Future minimum base rentals over the next five years and thereafter on the non-cancelable operating leases at December 31, 2011 are as follows:

 

2012

 

$

1,990

 

2013

 

1,990

 

2014

 

1,990

 

2015

 

1,990

 

2016

 

1,990

 

Thereafter

 

16,897

 

 

The above future minimum lease payments exclude tenant recoveries, amortization of accrued rental revenue and above/below-market lease intangibles.

 

(4)           Commitments and Contingencies

 

The Properties are subject to legal claims and disputes in the ordinary course of business. Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Properties’ revenue and certain operating expenses.

 

(5)           Subsequent Events

 

Management has evaluated the events and transactions that have occurred through May 8, 2013 the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

 

11



 

Report of Independent Auditors

 

To the Board of Directors and Stockholders of STAG Industrial, Inc.:

 

We have audited the accompanying combined statement of revenue and certain expenses (the “Statement”) of the Columbus Nova Properties (the “Properties”) for the year ended December 31, 2011. This Statement is the responsibility of management. Our responsibility is to express an opinion on this Statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on Form 8-K/A of STAG Industrial, Inc.), as described in Note 2 and is not intended to be a complete presentation of the Properties’ revenue and expenses.

 

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenue and certain expenses, as described in Note 2, of the Properties for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ PricewaterhouseCoopers LLP

 

Boston, Massachusetts
May 8, 2013

 

12



 

Columbus Nova Properties

 

Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

 

 

Period from
January 1, 2012 to
June 14, 2012
(unaudited)

 

Year Ended
December 31, 2011

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

Rental income

 

$

1,390

 

$

3,072

 

Total revenue

 

1,390

 

3,072

 

 

 

 

 

 

 

Certain expenses

 

 

 

 

 

Certain expenses

 

 

 

Revenue in excess of certain expenses

 

$

1,390

 

$

3,072

 

 

The accompanying notes are an integral part to the combined statements of revenue and certain expenses.

 

13



 

Columbus Nova Properties

 

Notes to Combined Statements of Revenue and Certain Expenses

 

(dollars in thousands)

 

(1)           Organization

 

The Columbus Nova Properties (the “Properties”), consist of six single tenant industrial properties located in Orlando, FL; Buffalo, NY; Arlington, TX; Avon, CT; Pineville, NC; and Edgefield, SC. The accompanying combined statements of revenue and certain expenses (the “Statements”) relate to the operations of the Properties.

 

Prior to June 15, 2012, the Properties were owned by an unaffiliated third party of STAG Industrial, Inc. and were under common management.  Therefore their results are being presented on a combined basis in the Statements.  On June 15, 2012 the Properties were acquired by STAG Industrial Holdings, LLC, a single member limited liability company wholly owned by STAG Industrial Operating Partnership, L.P., an entity consolidated by STAG Industrial, Inc.

 

(2) Significant Accounting Policies

 

(a)           Basis of Presentation

 

The accompanying Statements have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Properties, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Properties:

 

·      Depreciation and amortization

 

·      Interest income and expense

 

·      Amortization of above and below market leases

 

·                  Other miscellaneous revenue and expenses not directly related to the proposed future operations of the Properties

 

(b)           Revenue Recognition

 

Rental revenue is recognized on a straight-line basis over the term of the related leases when collectability is reasonably assured. Differences between rental revenue earned and amounts due under the leases are charged or credited, as applicable, to accrued rental revenue. The impact of the straight-line rent adjustment increased revenue by approximately $110 and $268 for the period from January 1, 2012 to June 14, 2012 (unaudited) and the year ended December 31, 2011, respectively. The tenants make payments for certain expenses and costs, which have been assumed by the tenants under the terms of their respective leases, and are not reflected in the Statements.  Management estimates that real estate taxes, which are the responsibility of these certain tenants, were approximately $193, and $430 for the period from January 1, 2012 to June 14, 2012 (unaudited), and for the year ended December 31, 2011, respectively. In instances whereby the tenant has assumed the cost for insurance, real estate taxes, and certain other expenses, no recovery revenue has been reflected in the Statements.

 

(c)           Use of Estimates

 

Management has made a number of estimates and assumptions relating to the reporting and disclosure of

 

14



 

Columbus Nova Properties

 

Notes to Combined Statements of Revenue and Certain Expenses (Continued)

 

(dollars in thousands)

 

revenue and certain expenses during the reporting periods to prepare the Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

 

(d)           Unaudited Interim Statement

 

The statement of revenue and certain expenses for the period from January 1, 2012 to June 14, 2012 is unaudited. In the opinion of management, the Statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

 

(3)           Description of Leasing Arrangements

 

The Properties are leased to six tenants under non-cancelable operating leases. Two leases have an expiration date of June 30, 2022; one lease has an expiration of August 31, 2023; one lease has an expiration date of August 31, 2026; and two leases have an expiration date of August 31, 2028.

 

Future minimum base rentals over the next five years and thereafter on the non-cancelable operating leases at December 31, 2011 are as follows:

 

2012

 

$

2,839

 

2013

 

2,898

 

2014

 

2,957

 

2015

 

2,982

 

2016

 

3,044

 

Thereafter

 

27,657

 

 

The above future minimum lease payments exclude tenant recoveries, amortization of accrued rental revenue and above/below-market lease intangibles.

 

(4)           Commitments and Contingencies

 

The Properties are subject to legal claims and disputes in the ordinary course of business. Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Properties’ revenue and certain operating expenses.

 

(5)           Subsequent Events

 

Management has evaluated the events and transactions that have occurred through May 8, 2013 the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

 

15



 

STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Financial Information

 

The unaudited pro forma condensed consolidated financial statements (including notes thereto) of STAG Industrial, Inc. (the “Company”) are qualified in their entirety and should be read in conjunction with the historical financial statements included elsewhere or incorporated by reference in this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2013, reflects the financial position of the Company as if the acquisitions described in the notes to the unaudited pro forma condensed consolidated financial statements had been completed on March 31, 2013. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and the three months ended March 31, 2013 are presented as if the acquisitions by the Company had occurred on January 1, 2012.

 

Such pro forma information is based upon the historical consolidated results of operations of the Company for the three months ended March 31, 2013 and the year ended December 31, 2012, giving effect to the following acquisitions (including the 33 property acquisitions from STAG Investments Holdings II, LLC (the “STAG Investments II Portfolio”) for a total purchase price of $138.8 million, excluding closing costs):

 

2012 ACQUISITIONS

STAG Industrial, Inc.

 

Property Description

 

Market

 

# of Buildings

 

Date Acquired

 

Square Footage

 

Acquisition Price

 

STAG East Windsor, LLC

 

Hartford, CT

 

1

 

3/1/2012

 

145,000

 

$

6,000,000

 

STAG South Bend, LLC

 

South Bend, In

 

1

 

3/8/2012

 

225,000

 

$

6,730,000

 

STAG Lansing 2, LLC

 

Lansing—East Lansing, MI

 

1

 

3/21/2012

 

129,325

 

$

6,600,000

 

STAG Portland, LLC

 

Portland, ME

 

1

 

3/27/2012

 

100,600

 

$

5,760,000

 

STAG Portland 2, LLC

 

Nashville, TN

 

1

 

3/30/2012

 

414,043

 

$

13,000,000

 

STAG Spartanburg, LLC

 

Spartanburg, SC

 

4

 

4/5/2012

 

409,600

 

$

9,000,000

 

STAG Franklin, LLC

 

Indianapolis, IN

 

1

 

4/17/2012

 

703,496

 

$

17,750,000

 

STAG Reading, LLC

 

Reading, PA

 

1

 

5/24/2012

 

394,289

 

$

17,050,000

 

STAG Avon, LLC

 

Hartford, CT

 

1

 

6/15/2012

 

78,400

 

$

3,870,000

 

STAG Orlando, LLC

 

Orlando, FL

 

1

 

6/15/2012

 

155,000

 

$

6,750,000

 

STAG Pineville, LLC

 

Charlotte, NC

 

1

 

6/15/2012

 

75,400

 

$

2,750,000

 

STAG Buffalo, LLC

 

Buffalo, NY

 

1

 

6/15/2012

 

117,000

 

$

4,750,000

 

STAG Edgefield, LLC

 

Agusta, GA

 

1

 

6/15/2012

 

126,190

 

$

2,500,000

 

STAG Arlington 2, LP

 

Dallas - Forth Worth, TX

 

1

 

6/15/2012

 

196,000

 

$

9,380,000

 

STAG Bellevue, LLC

 

Toledo, OH

 

1

 

7/18/2012

 

181,838

 

$

5,700,000

 

STAG Atlanta, LLC

 

Atlanta, GA

 

1

 

8/1/2012

 

407,981

 

$

11,300,000

 

STAG Huntersville, LLC

 

Charlotte-Gastonia-Rock Hill, NC-SC

 

1

 

8/6/2012

 

185,570

 

$

5,500,000

 

STAG Simpsonville, LLC

 

Greenville-Spartanburg-Anderson, SC

 

1

 

8/23/2012

 

204,952

 

$

4,750,000

 

STAG Simpsonville, LLC

 

Greenville-Spartanburg-Anderson, SC

 

1

 

8/23/2012

 

207,042

 

$

4,375,000

 

STAG Dallas, LLC

 

Atlanta, GA

 

1

 

9/4/2012

 

92,807

 

$

3,314,706

 

STAG Mebane 1, LLC

 

Greensboro-Winston Salem-High Point, NC

 

1

 

9/4/2012

 

223,340

 

$

9,058,050

 

STAG Mebane 2, LLC

 

Greensboro-Winston Salem-High Point, NC

 

1

 

9/4/2012

 

202,691

 

$

7,327,245

 

STAG De Pere, LLC

 

Green Bay, WI

 

1

 

9/13/2012

 

200,000

 

$

9,225,000

 

STAG Duncan, LLC

 

Greenville-Spartanburg-Anderson, SC

 

1

 

9/21/2012

 

474,000

 

$

16,063,000

 

STAG Duncan, LLC

 

Greenville-Spartanburg-Anderson, SC

 

1

 

9/21/2012

 

313,380

 

$

9,837,000

 

STAG Buena Vista, LLC

 

Lynchburg, VA

 

1

 

9/27/2012

 

172,759

 

$

5,000,000

 

STAG Gurnee, LLC

 

Chicago-Gary-Kenosha, IL-IN-WI

 

1

 

9/28/2012

 

223,760

 

$

9,170,000

 

STAG Investments II Portfolio

 

17 Various Markets

 

31

 

10/9/2012

 

4,341,198

 

$

127,626,734

 

STAG Chicopee, LLC

 

Springfield, MA

 

1

 

10/26/2012

 

217,000

 

$

8,193,000

 

STAG Investments II Portfolio

 

Detroit-Ann Arbor-Flint, MI

 

1

 

10/31/2012

 

108,000

 

$

5,021,816

 

STAG Harrisonburg, LLC

 

Harrisonburg, VA

 

1

 

11/29/2012

 

357,673

 

$

16,050,000

 

STAG Toledo, LLC

 

Toledo, OH

 

1

 

12/13/2012

 

177,500

 

$

9,100,000

 

STAG Woodstock, LLC

 

Chicago-Gary-Kenosha, IL-IN-WI

 

1

 

12/14/2012

 

129,803

 

$

5,705,000

 

STAG Kansas City 2, LLC

 

Kansas City, MO-KS

 

1

 

12/19/2012

 

226,576

 

$

8,000,000

 

STAG Smyrna, LLC

 

Atlanta, GA

 

1

 

12/20/2012

 

102,000

 

$

4,525,000

 

STAG Montgomery, LLC

 

Chicago-Gary-Kenosha, IL-IN-WI

 

1

 

12/20/2012

 

584,301

 

$

19,400,000

 

STAG Statham, LLC

 

Atlanta, GA

 

1

 

12/21/2012

 

225,680

 

$

7,775,000

 

Total

 

 

 

70

 

 

 

12,829,194

 

$

423,906,551

 

 

16



 

2013 ACQUISITIONS

STAG Industrial, Inc.

 

Property Description

 

Market

 

# of Buildings

 

Date Acquired

 

Square Footage

 

Acquisition Price

 

STAG Orangeburg, LLC

 

Orangeburg, SC

 

1

 

2/7/2013

 

319,000

 

$

4,584,107

 

STAG Golden, LLC

 

Denver-Aurora-Lakewood, CO

 

1

 

2/27/2013

 

227,500

 

$

8,600,000

 

STAG Columbia, LLC

 

Columbia, SC

 

1

 

2/28/2013

 

273,280

 

$

9,630,000

 

STAG DeKalb, LLC

 

Chicago-Napeville-Elgin, IL-IN-WI

 

1

 

3/15/2013

 

146,740

 

$

6,400,000

 

STAG Ocala, LLC

 

Ocala, FL

 

1

 

3/26/2013

 

619,466

 

$

18,500,000

 

STAG Londonderry, LLC

 

Boston-Cambridge-Newton, MA-NH

 

1

 

3/28/2013

 

125,060

 

$

9,000,000

 

STAG Marion 2, LLC

 

Cedar Rapids, IA

 

1

 

3/28/2013

 

95,500

 

$

3,830,000

 

STAG Investments II Portfolio

 

South Bend - Misawaka, IN-MI

 

1

 

4/5/2013

 

308,884

 

$

6,154,318

 

STAG Southfield 1 & 2, LLC

 

Detroit—Ann Arbor—Flint, MI

 

1

 

4/9/2013

 

113,000

 

$

7,175,000

 

STAG Houston 2, LP

 

Houston—Galveston—Brazoria, TX

 

1

 

4/9/2013

 

201,574

 

$

13,550,000

 

STAG Idaho Falls, LLC

 

Idaho Falls, ID

 

1

 

4/11/2013

 

90,300

 

$

4,800,000

 

Total

 

 

 

11

 

 

 

2,520,304

 

$

92,223,425

 

 

PROBABLE ACQUISITIONS

STAG Industrial, Inc.

 

Property Description

 

Market

 

# of Buildings

 

Date Acquired

 

Square Footage

 

Acquisition Price

 

 

 

 

 

 

 

 

 

 

 

 

 

Mt. Prospect

 

Chicago—Gary—Kenosha, IL—IN—WI

 

1

 

Probable

 

87,380

 

$

4,700,000

 

Total

 

 

 

1

 

 

 

87,380

 

$

4,700,000

 

 

In management’s opinion, all adjustments necessary to reflect the above transactions have been made.  The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the historical financial statements and notes thereto of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 8, 2013 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the Securities and Exchange Commission on May 8, 2013.

 

The unaudited pro forma condensed consolidated financial statements as of March 31, 2013 and for the year ended December 31, 2012 and the three months ended March 31, 2013 are not necessarily indicative of what our actual financial condition would have been at March 31, 2013 or what our actual results of operations would have been assuming the transactions had occurred as of January 1, 2012 nor do they purport to represent our financial condition or results of operation for future periods.

 

17



 

STAG Industrial, Inc. and Subsidiaries

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet

 

March 31, 2013

 

(dollars in thousands)

 

 

 

STAG

 

STAG

 

STAG

 

 

 

 

 

Industrial

 

Investments II

 

Industrial Inc.

 

Company

 

 

 

Inc.

 

Portfolio

 

Acquisitions

 

Pro Forma

 

 

 

(A)

 

(B)

 

(C)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Rental property:

 

 

 

 

 

 

 

 

 

Land

 

$

109,116

 

$

800

 

$

4,228

 

$

114,144

 

Buildings

 

695,119

 

2,958

 

16,548

 

714,625

 

Tenant improvements

 

35,394

 

38

 

347

 

35,779

 

Building and land improvements

 

24,436

 

112

 

713

 

25,261

 

Less: accumulated depreciation

 

(52,257

)

 

 

(52,257

)

Total rental property, net

 

811,808

 

3,908

 

21,836

 

837,552

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

11,980

 

(6,154

)

 

5,826

 

Restricted cash

 

7,540

 

 

 

7,540

 

Tenants accounts receivable, net

 

10,373

 

 

 

10,373

 

Prepaid expenses and other assets

 

3,657

 

 

 

3,657

 

Deferred financing fees, net

 

5,903

 

 

 

5,903

 

Leasing commissions, net

 

2,276

 

 

 

2,276

 

Goodwill

 

4,923

 

 

 

4,923

 

Due from related parties

 

300

 

 

 

300

 

Deferred leasing intangibles, net

 

190,243

 

2,246

 

8,389

 

200,878

 

Total assets

 

$

1,049,003

 

$

 

$

30,225

 

$

1,079,228

 

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Mortgage notes payable

 

228,844

 

 

 

228,844

 

Unsecured credit facility

 

20,000

 

 

 

30,225

 

50,225

 

Unsecured term loans

 

175,000

 

 

 

175,000

 

Accounts payable, accrued expenses and other liabilities

 

8,832

 

 

 

8,832

 

Interest rate swaps

 

469

 

 

 

469

 

Tenant prepaid rent and security deposits

 

6,808

 

 

 

6,808

 

Dividends and distributions payable

 

16,122

 

 

 

16,122

 

Deferred leasing intangibles, net

 

6,852

 

 

 

6,852

 

Total liabilities

 

462,927

 

 

30,225

 

493,152

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

Preferred stock, par value $0.01 per share, 10,000,000 shares authorized, 2,760,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2013 and December 31, 2012, respectively

 

69,000

 

 

 

69,000

 

Common stock, par value $0.01 per share, 100,000,000 shares authorized, 42,221,072 and 35,698,582 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively

 

422

 

 

 

422

 

Additional paid-in capital

 

524,843

 

 

 

524,843

 

Common stock dividends in excess of earnings

 

(75,383

)

 

 

(75,383

)

Accumulated other comprehensive loss

 

(361

)

 

 

(361

)

Total stockholders’ equity

 

518,521

 

 

 

518,521

 

Noncontrolling interest

 

67,555

 

 

 

67,555

 

Total equity

 

586,076

 

 

 

586,076

 

Total liabilities and equity

 

$

1,049,003

 

$

 

$

30,225

 

$

1,079,228

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 

18



 

STAG Industrial, Inc. and Subsidiaries

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

 

For the Three Months Ended March 31, 2013

 

(dollar in thousands, except per share data)

 

 

 

STAG Industrial,
Inc. 

 

STAG
Investments II
Portfolio 

 

STAG Industrial,
Inc. Acquisitions

 

Pro Forma
Adjustments

 

Total Pro Forma
Adjustments

 

Company
Pro Forma

 

 

 

(AA)

 

(BB)

 

(CC)

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

26,287

 

$

200

 

$

1,885

 

$

 

$

2,085

 

$

28,372

 

Tenant recoveries

 

3,665

 

120

 

254

 

 

374

 

4,039

 

Other income

 

396

 

 

 

 

(4

)(DD)

(4

)

392

 

Total revenue

 

30,348

 

320

 

2,139

 

(4

)

2,455

 

32,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

5,343

 

123

 

311

 

 

434

 

5,777

 

General and administrative

 

4,506

 

 

 

 

 

4,506

 

Property acquisition costs

 

575

 

 

 

(575

)(EE)

(575

)

 

Depreciation and amortization

 

15,610

 

134

 

1,190

 

 

1,324

 

16,934

 

Other expenses

 

85

 

 

 

 

 

85

 

Total expenses

 

26,119

 

257

 

1,501

 

(575

)

1,183

 

27,302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

3

 

 

 

 

 

3

 

Interest expense

 

(4,650

)

 

(161

)

22

(FF)

(139

)

(4,789

)

Total other income (expense)

 

(4,647

)

 

(161

)

22

 

(139

)

(4,786

)

Net income (loss)

 

$

(418

)

$

63

 

$

477

 

$

593

 

$

1,133

 

$

715

 

Less: income (loss) attributable to noncontrolling interest

 

(265

)

 

 

 

152

(GG)

152

 

(113

)

Net income (loss) attributable to STAG Industrial, Inc.

 

$

(153

)

$

63

 

$

477

 

$

441

 

$

981

 

$

828

 

Less: preferred stock dividends

 

1,553

 

 

 

 

 

1,553

 

Less: amount allocated to unvested restricted stock

 

69

 

 

 

 

 

69

 

Net income (loss) attributable to the common stockholders

 

$

(1,775

)

$

63

 

$

477

 

$

441

 

$

981

 

$

(794

)

Weighted average common shares outstanding - basic and diluted

 

40,514,942

 

 

 

 

 

 

 

 

 

40,514,942

 

Loss per share - basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share - basic and diluted

 

$

(0.04

)

 

 

 

 

 

 

 

(HH)

$

(0.02

)

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 

19



 

STAG Industrial, Inc. and Subsidiaries

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

 

For the Year Ended December 31, 2012

 

(dollars in thousands, except per share data)

 

 

 

STAG Industrial,
Inc.

 

STAG
Investments II
Portfolio

 

STAG Industrial,
Inc. Acquisitions

 

Pro Forma
Adjustments

 

Total Pro Forma
Adjustments

 

Company
Pro Forma

 

 

 

(AA)

 

(BB)

 

(CC)

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

75,390

 

$

12,372

 

$

26,175

 

$

 

$

38,547

 

$

113,937

 

Tenant recoveries

 

8,785

 

1,856

 

2,741

 

 

4,597

 

13,382

 

Other income

 

1,312

 

 

 

 

(98

)(DD)

(98

)

1,214

 

Total revenue

 

85,487

 

14,228

 

28,916

 

(98

)

43,046

 

128,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

12,888

 

3,035

 

3,160

 

 

6,195

 

19,083

 

General and administrative

 

14,549

 

 

 

 

 

14,549

 

Property acquisition costs

 

4,218

 

 

 

(4,218

)(EE)

(4,218

)

 

Depreciation and amortization

 

43,275

 

12,563

 

18,344

 

 

30,907

 

74,182

 

Loss on impairment

 

622

 

 

 

 

 

622

 

Other expenses

 

339

 

 

 

 

 

339

 

Total expenses

 

75,891

 

15,598

 

21,504

 

(4,218

)

32,884

 

108,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

19

 

 

 

 

 

 

19

 

Interest expense

 

(16,110

)

(2,651

)

(449

)

88

(FF)

(3,012

)

(19,122

)

Gain on interest rate swaps

 

215

 

 

 

 

 

215

 

Offering costs

 

(68

)

 

 

 

 

(68

)

Loss on extinguishment of debt

 

(929

)

 

 

 

 

(929

)

Total other income (expense)

 

(16,873

)

(2,651

)

(449

)

88

 

(3,012

)

(19,885

)

Net income (loss) from continuing operations

 

$

(7,277

)

$

(4,021

)

$

6,963

 

$

4,208

 

$

7,150

 

$

(127

)

Less: income (loss) from continuing operations attributable to noncontrolling interest

 

(3,058

)

 

 

 

2,283

(GG)

2,283

 

(775

)

Net income (loss) from continuing operations attributable to STAG Industrial, Inc.

 

$

(4,219

)

$

(4,021

)

$

6,963

 

$

1,925

 

$

4,867

 

$

648

 

Less: preferred stock dividends

 

6,210

 

 

 

 

 

6,210

 

Less: amount allocated to unvested restricted stock

 

122

 

 

 

 

 

122

 

Net income (loss) from continuing operations attributable to the common stockholders

 

$

(10,551

)

$

(4,021

)

$

6,963

 

$

1,925

 

$

4,867

 

$

(5,684

)

Weighted average common shares outstanding - basic and diluted

 

25,046,664

 

 

 

 

 

 

 

 

 

25,046,664

 

Loss per share from continuing operations - basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share from continuing operations - basic and diluted

 

$

(0.42

)

 

 

 

 

 

 

 

(HH)

$

(0.23

)

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements

 

20



 

STAG Industrial, Inc. and Subsidiaries

 

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

(dollars in thousands)

 

1.  ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

 

The adjustments to the unaudited pro forma condensed consolidated balance sheet as of March 31, 2013 are as follows:

 

(A)                               Represents the unaudited condensed consolidated balance sheet of STAG Industrial, Inc. as of March 31, 2013.

 

(B)                               Reflects the acquisition of one industrial property, from the Company’s affiliate, STAG Investments Holdings II, LLC that closed subsequent to March 31, 2013.  This acquisition was funded using the Company’s cash on hand of $6.2 million. The following pro forma adjustments are necessary to reflect the initial allocation of the estimated purchase price of this acquisition.  The allocation of purchase price shown in the table below is based on the Company’s best estimate and is subject to change based on the final determination of the fair value of assets and liabilities acquired.

 

Land

 

$

800

 

Buildings

 

2,958

 

Building and land improvements

 

112

 

Tenant improvements

 

38

 

Total rental property

 

3,908

 

Deferred leasing intangibles - assets

 

2,246

 

Assets acquired

 

$

6,154

 

 

(C)                           Reflects the acquisition of four properties, in separate transactions, that have either closed or are considered probable of closing subsequent to March 31, 2013.  These acquisitions were funded and will be funded using proceeds from the Company’s unsecured credit facility of $30.2 million.  The following pro forma adjustments are necessary to reflect the initial allocation of the estimated purchase price of these acquisitions.  The allocation of purchase price shown in the table below is based on the Company’s best estimates and is subject to change based on the final determination of the fair value of assets and liabilities acquired.

 

Land

 

$

4,228

 

Buildings

 

16,548

 

Building and land improvements

 

713

 

Tenant improvements

 

347

 

Total rental property

 

21,836

 

Deferred leasing intangibles - assets

 

8,389

 

Assets acquired

 

$

30,225

 

 

21



 

2.  ADJUSTMENTS TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

The adjustments to the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2013 and for the year ended December 31, 2012 are as follows:

 

(AA)                      Reflects the historical results of STAG Industrial, Inc. for the three months ended March 31, 2013 (unaudited) and year ended December 31, 2012, respectively.

 

(BB)                      The information provided for the three months ended March 31, 2013 reflects the results of operations for the one property acquired on April 5, 2013 as the remaining 32 properties were included in the Company’s historical results. The information provided for the year ended December 31, 2012 reflects the results of operations for the acquisitions of 33 industrial properties, in three separate closings, from the Company’s affiliate, STAG Investments Holdings II, LLC.  The table below illustrates the adjustments to revenue and expenses for these acquisitions. Adjustments to revenue represent the impact of the amortization of the net amount of above and below market rents and change in straight-line rent recognition as a result of purchase accounting adjustments. Adjustments to depreciation and amortization represent the additional depreciation expense and amortization of intangibles as a result of these purchase accounting adjustments. Depreciation and amortization amounts were determined in accordance with the Company’s policies and are based on management’s evaluation of the estimated useful lives of the properties and intangibles. The amounts allocated to buildings are depreciated over 40 years. The amounts allocated to lease intangibles are generally amortized over the remaining life of the related leases. Interest expense represents the interest expense of the debt for the respective mortgage note of the STAG Investments II Portfolio properties acquired as of March 31, 2013 as if the debt was obtained on January 1, 2012 using the respective interest rate as of March 31, 2013.

 

STAG Investments II Portfolio

 

For the Three Months Ended March 31, 2013

 

 

 

Certain Revenue and Expenses

 

 

 

STAG
Investments II
Portfolio

 

Adjustments (1)

 

STAG
Investments
II Portfolio

 

Rental income

 

$

213

 

$

(13

)

$

200

 

Tenant recoveries

 

120

 

 

120

 

Total revenue

 

$

333

 

$

(13

)

$

320

 

Property

 

$

123

 

$

 

$

123

 

Depreciation and amortization

 

 

134

 

134

 

Interest expense

 

 

 

 

Total expense

 

$

123

 

$

134

 

$

257

 

 

22



 

For the Year Ended December 31, 2012

 

 

 

Certain Revenue and Expenses

 

 

 

STAG
Investments II
Portfolio

 

Adjustments (1)

 

STAG
Investments
II Portfolio

 

Rental income

 

$

12,286

 

$

86

 

$

12,372

 

Tenant recoveries

 

1,856

 

 

1,856

 

Total revenue

 

$

14,142

 

$

86

 

$

14,228

 

Property

 

$

3,035

 

$

 

$

3,035

 

Depreciation and amortization

 

 

12,563

 

12,563

 

Interest expense

 

 

2,651

 

2,651

 

Total expense

 

$

3,035

 

$

15,214

 

$

18,249

 

 


(1)                                 The adjustments relate to above/below market lease amortization, straight line rent adjustments, adding depreciation and amortization, and adding interest expense for the related debt.

 

(CC)                      For the three months ended March 31, 2013, reflects the results of operations of 11 properties, in multiple separate transactions, that have either closed during the three months ended March 31, 2013, as well as properties that closed or are considerable probable of closing subsequent to March 31, 2013.  For the year ended December 31, 2012, reflects the results of operations for acquisitions of 49 properties, in multiple separate transactions.   The table below illustrates the adjustments to revenue and expenses for these acquisitions. Adjustments to revenue represent the impact of the amortization of the net amount of above and below market rents and change in straight-line rent recognition as a result of purchase accounting adjustments. Adjustments to depreciation and amortization represent the additional depreciation expense and amortization of intangibles as a result of these purchase accounting adjustments. Depreciation and amortization amounts were determined in accordance with the Company’s policies and are based on management’s evaluation of the estimated useful lives of the properties and intangibles. The amounts allocated to buildings are depreciated over 40 years. The amounts allocated to lease intangibles are generally amortized over the remaining life of the related leases. Interest expense represents the interest expense of the debt for the respective outstanding balance at March 31, 2013 of the mortgage notes and unsecured term loans as if the debt was obtained on January 1, 2012 using the respective interest rates as of March 31, 2013.  The interest expense also includes interest expense from January 1, 2012 to September 10, 2012 at the secured credit facility negotiated rate and from September 11, 2012 to March 31, 2013 at the unsecured credit facility negotiated rate as if the debt was obtained on January 1, 2012 for the outstanding unsecured credit facility balance as of March 31, 2013 plus the pro forma draw on the unsecured credit facility of $30.2 million.  The negotiated rates changed on September 10, 2012 when the Company paid off the remaining balance under the secured credit facility, and terminated the secured credit facility and contemporaneously closed on the unsecured credit facility.

 

23



 

 

 

For the Three Months Ended March 31, 2013

 

 

 

Certain Revenue and Expenses

 

 

 

Various (2)

 

Adjustments(1)

 

Pro Forma STAG
Industrial Inc.
Acquisitions

 

Revenues

 

 

 

 

 

 

 

Rental income

 

$

2,010

 

$

(125

)

$

1,885

 

Tenant recoveries

 

 

254

 

 

 

254

 

Total revenues

 

$

2,264

 

$

(125

)

$

2,139

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Property

 

$

311

 

$

 

$

311

 

Depreciation and amortization

 

 

 

1,190

 

 

1,190

 

Interest expense

 

 

 

(161

)

 

(161

)

Total expense

 

$

311

 

$

1,029

 

$

1,340

 

 

 

 

For the Year Ended December 31, 2012

 

 

 

Certain Revenue and Expenses

 

 

 

Various (3)

 

STAG South Bend,
LLC (4)

 

STAG
Spartanburg, LLC
(5)

 

STAG Reading,
LLC (6)

 

Columbus Nova
Properties (7)

 

Armacell
Properties (8)

 

Adjustments(1)

 

Pro Forma
STAG Industrial
Inc.
Acquisitions

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

22,162

 

$

109

 

$

261

 

$

394

 

$

1,390

 

$

1,341

 

$

518

 

$

26,175

 

Tenant recoveries

 

 

2,514

 

 

 

 

10

 

 

137

 

 

 

 

 

 

80

 

 

2,741

 

Total revenues

 

$

24,676

 

$

109

 

$

271

 

$

531

 

$

1,390

 

$

1,341

 

$

598

 

$

28,916

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

$

2,876

 

$

 

$

58

 

$

136

 

$

 

$

 

$

90

 

$

3,160

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,344

 

 

18,344

 

Interest expense

 

 

$

 

 

 

 

 

 

 

 

 

 

(449

)

 

(449

)

Total expense

 

$

2,876

 

$

 

$

58

 

$

136

 

$

 

$

 

$

17,985

 

$

21,055

 

 


(1)                                 The adjustments relate to above/below market lease amortization, straight-line rent adjustments, adding depreciation and amortization, and adding interest expense for the related debt.

 

(2)                                 Represents pro forma results for properties that were acquired by STAG Industrial Inc. after December 31, 2012 or deemed probable acquisitions at May 8, 2013.

 

(3)                                 Represents pro forma results for properties that were acquired by STAG Industrial Inc. in 2012 and 2013 or deemed probable acquisitions at May 8, 2013, excluding the properties presented separately in the above tables.

 

(4)                                 On March 8, 2012, the South Bend Property was acquired by STAG Industrial, Inc. Historical financial statements for the South Bend Property have been incorporated by reference in this report.

 

(5)                                 On April 5, 2012, the Spartanburg Property was acquired by STAG Industrial, Inc. Historical financial statements for the Spartanburg Property have been incorporated by reference in this report.

 

(6)                                 On May 24, 2012, the Reading Property was acquired by STAG Industrial, Inc. Historical financial statements for the Reading Property have been incorporated by reference in this report.

 

(7)                                 On June 15, 2012, the Columbus Nova Properties were acquired by STAG Industrial, Inc.  Historical financial statements for the Columbus Nova Properties are included elsewhere in this report.

 

24



 

(8)                                On September 4, 2012, the Armacell Properties were acquired by STAG Industrial, Inc. Historical financial statements for the Armacell Properties are included elsewhere in this report.

 

(DD)                      STAG Industrial Management, LLC (the “Manager”), a wholly owned subsidiary of STAG Industrial, Inc. is performing certain asset management services for STAG Investments II, LLC (the “Fund”), a related party. The Manager is paid annual asset management fee revenue based on the equity investment in the Fund’s assets. Reflects the reduction in asset management fee revenue due to the reduction of the Fund’s assets by the Fund’s sale to the Company of 33 of its properties for the three months ended March 31, 2013 and the year ended December 31, 2012.

 

(EE)        Reflects the add back of the Company’s property acquisition costs related to these transactions.

 

(FF)                          Represents adjustment to unused fees for the Company’s secured and unsecured credit facilities.

 

(GG)                      Reflects the allocation of net income (loss) to the noncontrolling interest.

 

(HH)                    Pro forma loss from continuing operations per share—basic and diluted are calculated by dividing pro forma consolidated net loss from continuing operations attributable to the Company’s common stockholders by the number of weighted average shares of common stock outstanding for the three months ended March 31, 2013 and the year ended December 31, 2012.

 

25



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

STAG INDUSTRIAL, INC.

 

 

 

By:

/s/ Gregory W. Sullivan

 

 

Gregory W. Sullivan

 

 

Chief Financial Officer, Executive Vice President and Treasurer

Dated: May 8, 2013

 

 

26



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

23.1

 

Consent of PricewaterhouseCoopers LLP

 

27