Stockholders' Equity

3 Months Ended

Mar. 31, 2013

Stockholders' Equity

Stockholders' Equity

7. Stockholders’ Equity

Preferred Stock

Pursuant to its charter, the Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.01 per share. On November 2, 2011, the Company completed an underwritten public offering of 2,760,000 shares of 9.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), at a price to the public of $25.00 per share.  Dividends on the Series A Preferred Stock are payable quarterly in arrears on or about the last day of March, June, September and December of each year. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon the liquidation, dissolution or winding up of the Company.  The Series A Preferred Stock has no stated maturity date and is not subject to mandatory redemption or any sinking fund. Generally, the Company is not permitted to redeem the Series A Preferred Stock prior to November 2, 2016, except in limited circumstances relating to the Company’s ability to qualify as a REIT and in certain other circumstances related to a change of control (as defined in the articles supplementary for the Series A Preferred Stock).

The table below sets forth the dividends that have been declared by the Company’s board of directors on the Series A Preferred Stock during the three months ended March 31, 2013 and the year ended December 31, 2012:

Amount Declared During Quarter Ended 2013	Declaration Date	Per Share		Date Paid
March 31	March 1, 2013	$	0.5625	April 1, 2013
Total 2013		$	0.5625

Amount Declared During Quarter Ended in 2012	Declaration Date	Per Share		Date Paid
December 31	November 2, 2012	$	0.5625	December 31, 2012
September 30	August 2, 2012	0.5625		October 1, 2012
June 30	May 15, 2012	0.5625		July 2, 2012
March 31	March 6, 2012	0.5625		April 2, 2012
Total 2012		$	2.25

Common Stock

On January 22, 2013, the Company completed an underwritten public offering of 6,284,152 shares of common stock (including 819,672 shares issued pursuant to the full exercise of the underwriters’ overallotment option) at a public offering price of $18.30 per share. The Company received net proceeds of $110.1 million, reflecting gross proceeds of $115.0 million net of the underwriters discount of $4.9 million. The Company also incurred direct offering costs of $0.2 million. The underwriters’ discount of $4.9 million and $0.2 million of direct offering costs incurred are reflected as a reduction to additional paid-in capital in the Consolidated Balance Sheet of the Company. The Company used the proceeds to fully pay down the then outstanding balance on the Unsecured Credit Facility.

During the three months ended March 31, 2013, the Company sold 139,200 shares of common stock under its “at the market” (“ATM”) program that commenced on December 14, 2012.  The Company received net proceeds of $2.5 million, reflecting gross proceeds of $2.5 million, net of the sales agents’ fees of approximately $38 thousand.  The Company used the net proceeds for general corporate purposes.  As of March 31, 2013, there was approximately $67.1 million of common stock available to be sold under the ATM.

The table below sets forth the dividends that have been declared by the Company’s board of directors on its common stock during the three months ended March 31, 2013 and the year ended December 31, 2012:

Amount Declared During Quarter ended in 2013	Declaration Date	Per Share		Date Paid
March 31	March 1, 2013	$	0.30	April 15, 2013
Total 2013		$	0.30

Amount Declared During Quarter ended in 2012	Declaration Date	Per Share		Date Paid
December 31	November 2, 2012	$	0.27	January 15, 2013
September 30	August 2, 2012	0.27		October 15, 2012
June 30	May 15, 2012	0.27		July 13, 2012
March 31	March 6, 2012	0.26		April 13, 2012
Total 2012		$	1.07

All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their fees for serving as members of the board and/or chairmen of various committees during 2013 and 2012. The number of shares of common stock granted is calculated based on the trailing 10-day average common stock price ending on the third business day preceding the grant date. The fair value of the shares of the common stock granted is calculated based on the closing stock price per the NYSE on the grant date multiplied by the number of shares of common stock granted. The table below sets forth the grants of common stock for the members’ service during quarters ended in 2013 and 2012 as below:

Service During Quarter ended in 2013	Grant Date	Shares	Fair Value
March 31	April 15, 2013	2,418	$	52,000
Total 2013		2,418	$	52,000

Service During Quarter ended in 2012	Grant Date	Shares	Fair Value
December 31	January 15, 2013	2,851	$	54,000
September 30	October 15, 2012	2,876	49,000
June 30	July 13, 2012	3,108	46,000
March 31	April 13, 2012	3,776	50,000
Total 2012		12,611	$	199,000

Restricted Stock-Based Compensation

On January 3, 2013, the Company granted 106,268 shares of time-based restricted common stock to certain employees of the Company pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) with a fair value of $1.9 million ($18.11 per share).

As of March 31, 2013 and December 31, 2012, 33,366 and 16,161 shares of restricted common stock had vested with a fair value of $0.5 million and $0.2 million, respectively.  The Company recognizes non-cash compensation expense ratably over the vesting period, and accordingly, the Company recognized $0.2 million and $0.1 million in non-cash compensation expense for the three months ended March 31, 2013 and March 31, 2012, respectively. Unrecognized compensation expense for the remaining life of the awards was $3.1 million and $1.5 million as of March 31, 2013 and December 31, 2012, respectively.  As of March 31, 2013, there were 11,540 forfeitures of shares of restricted common stock.  As of December 31, 2012, there were 1,559 forfeitures of shares restricted common stock.