10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-Q

____________________________________________________________________________

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2019

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes 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 ¨ 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 April 29, 2019
Common Stock ($0.01 par value)	125,652,464
6.875% Series C Cumulative Redeemable Preferred Stock ($0.01 par value)	3,000,000

STAG INDUSTRIAL, INC.

Table of Contents 

PART I.	Financial Information	3
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018	5
	Consolidated Statements of Equity for the Three Months Ended March 31, 2019 and 2018	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	40
PART II.	Other Information	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	42
Item 6.	Exhibits	43
	SIGNATURES	44

2

Part I. Financial Information

Item 1.  Financial Statements

STAG Industrial, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)

	March 31, 2019			December 31, 2018
Assets
Rental Property:
Land	$	377,530		$	364,023
Buildings and improvements, net of accumulated depreciation of $321,010 and $316,930, respectively	2,392,547			2,285,663
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively	348,439			342,015
Total rental property, net	3,118,516			2,991,701
Cash and cash equivalents	7,857			7,968
Restricted cash	4,451			14,574
Tenant accounts receivable	44,928			42,236
Prepaid expenses and other assets	42,503			36,902
Interest rate swaps	5,214			9,151
Operating lease right-of-use assets	16,005			—
Total assets	$	3,239,474		$	3,102,532
Liabilities and Equity
Liabilities:
Unsecured credit facility	$	115,500		$	100,500
Unsecured term loans, net	596,642			596,360
Unsecured notes, net	572,587			572,488
Mortgage notes, net	56,109			56,560
Accounts payable, accrued expenses and other liabilities	41,381			45,507
Interest rate swaps	7,060			4,011
Tenant prepaid rent and security deposits	21,254			22,153
Dividends and distributions payable	15,846			13,754
Deferred leasing intangibles, net of accumulated amortization of $10,394 and $12,764, respectively	20,468			21,567
Operating lease liabilities	17,786			—
Total liabilities	1,464,633			1,432,900
Commitments and contingencies (Note 11)
Equity:
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
Series C, 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at March 31, 2019 and December 31, 2018	75,000			75,000
Common stock, par value $0.01 per share, 150,000,000 shares authorized, 118,174,102 and 112,165,786 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	1,182			1,122
Additional paid-in capital	2,266,695			2,118,179
Cumulative dividends in excess of earnings	(621,225		)	(584,979		)
Accumulated other comprehensive income (loss)	(2,253		)	4,481
Total stockholders’ equity	1,719,399			1,613,803
Noncontrolling interest	55,442			55,829
Total equity	1,774,841			1,669,632
Total liabilities and equity	$	3,239,474		$	3,102,532

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

3

STAG Industrial, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

	Three months ended March 31,
	2019			2018
Revenue
Rental income	$	95,615		$	83,127
Other income	87			156
Total revenue	95,702			83,283
Expenses
Property	19,511			17,499
General and administrative	9,212			8,748
Depreciation and amortization	42,303			39,965
Loss on impairments	5,344			2,934
Other expenses	399			291
Total expenses	76,769			69,437
Other income (expense)
Interest and other income	16			6
Interest expense	(12,834		)	(11,392		)
Gain on the sales of rental property, net	1,274			22,689
Total other income (expense)	(11,544		)	11,303
Net income	$	7,389		$	25,149
Less: income attributable to noncontrolling interest after preferred stock dividends	214			954
Net income attributable to STAG Industrial, Inc.	$	7,175		$	24,195
Less: preferred stock dividends	1,289			2,448
Less: amount allocated to participating securities	79			71
Net income attributable to common stockholders	$	5,807		$	21,676
Weighted average common shares outstanding — basic	114,721			97,021
Weighted average common shares outstanding — diluted	114,993			97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$	0.05		$	0.22
Net income per share attributable to common stockholders — diluted	$	0.05		$	0.22

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

4

STAG Industrial, Inc.

Consolidated Statements of Comprehensive Income

(unaudited, in thousands)

	Three months ended March 31,
	2019			2018
Net income	$	7,389		$	25,149
Other comprehensive income (loss):
Income (loss) on interest rate swaps	(6,978		)	7,723
Other comprehensive income (loss)	(6,978		)	7,723
Comprehensive income	411			32,872
Income attributable to noncontrolling interest after preferred stock dividends	(214		)	(954		)
Other comprehensive (income) loss attributable to noncontrolling interest	244			(325		)
Comprehensive income attributable to STAG Industrial, Inc.	$	441		$	31,593

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

5

STAG Industrial, Inc.

ConsolidatedStatements 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
Three months ended March 31, 2019
Balance, December 31, 2018	$	75,000	112,165,786	$	1,122	$	2,118,179		$	(584,979	)	$	4,481		$	1,613,803		$	55,829		$	1,669,632
Leases cumulative effect adjustment (Note 2)	—		—	—		—			(214		)	—			(214		)	—			(214		)
Proceeds from sales of common stock	—		5,441,409	55		150,134			—			—			150,189			—			150,189
Offering costs	—		—	—		(1,660		)	—			—			(1,660		)	—			(1,660		)
Dividends and distributions, net	—		—	—		—			(42,834		)	—			(42,834		)	(1,546		)	(44,380		)
Non-cash compensation activity, net	—		127,836	1		(1,133		)	(373		)	—			(1,505		)	2,368			863
Redemption of common units to common stock	—		439,071	4		6,024			—			—			6,028			(6,028		)	—
Rebalancing of noncontrolling interest	—		—	—		(4,849		)	—			—			(4,849		)	4,849			—
Other comprehensive loss	—		—	—		—			—			(6,734		)	(6,734		)	(244		)	(6,978		)
Net income	—		—	—		—			7,175			—			7,175			214			7,389
Balance, March 31, 2019	$	75,000	118,174,102	$	1,182	$	2,266,695		$	(621,225	)	$	(2,253	)	$	1,719,399		$	55,442		$	1,774,841
Three months ended March 31, 2018
Balance, December 31, 2017	$	145,000	97,012,543	$	970	$	1,725,825		$	(516,691	)	$	3,936		$	1,359,040		$	51,267		$	1,410,307
Cash flow hedging instruments cumulative effect adjustment	—		—	—		—			(258		)	247			(11		)	11			—
Offering costs	—		—	—		(107		)	—			—			(107		)	—			(107		)
Dividends and distributions, net	—		—	—		—			(36,966		)	—			(36,966		)	(1,813		)	(38,779		)
Non-cash compensation activity, net	—		71,373	1		(855		)	(537		)	—			(1,391		)	2,097			706
Redemption of common units to common stock	—		145,672	1		1,823			—			—			1,824			(1,824		)	—
Rebalancing of noncontrolling interest	—		—	—		(2,059		)	—			—			(2,059		)	2,059			—
Other comprehensive income	—		—	—		—			—			7,398			7,398			325			7,723
Net income	—		—	—		—			24,195			—			24,195			954			25,149
Balance, March 31, 2018	$	145,000	97,229,588	$	972	$	1,724,627		$	(530,257	)	$	11,581		$	1,351,923		$	53,076		$	1,404,999

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

6

STAG Industrial, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

	Three months ended March 31,
	2019			2018
Cash flows from operating activities:
Net income	$	7,389		$	25,149
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,303			39,965
Loss on impairments	5,344			2,934
Non-cash portion of interest expense	618			534
Amortization of above and below market leases, net	961			1,207
Straight-line rent adjustments, net	(2,256		)	(2,781		)
Dividends on forfeited equity compensation	6			7
Gain on the sales of rental property, net	(1,274		)	(22,689		)
Non-cash compensation expense	2,278			2,220
Change in assets and liabilities:
Tenant accounts receivable	(859		)	848
Prepaid expenses and other assets	(2,686		)	(5,531		)
Accounts payable, accrued expenses and other liabilities	(3,775		)	(2,720		)
Tenant prepaid rent and security deposits	(899		)	2,831
Total adjustments	39,761			16,825
Net cash provided by operating activities	47,150			41,974
Cash flows from investing activities:
Acquisitions of land and buildings and improvements	(159,969		)	(67,077		)
Additions of land and building and improvements	(5,058		)	(6,317		)
Acquisitions of other assets	(1,049		)	—
Proceeds from sales of rental property, net	16,602			49,631
Acquisition deposits, net	(2,997		)	(605		)
Acquisitions of deferred leasing intangibles	(24,345		)	(11,744		)
Net cash used in investing activities	(176,816		)	(36,112		)
Cash flows from financing activities:
Proceeds from unsecured credit facility	208,000			110,000
Repayment of unsecured credit facility	(193,000		)	(163,000		)
Proceeds from unsecured term loans	—			75,000
Repayment of mortgage notes	(481		)	(462		)
Payment of loan fees and costs	—			(3		)
Proceeds from sales of common stock	150,189			—
Offering costs	(1,544		)	(88		)
Dividends and distributions	(42,288		)	(36,200		)
Repurchase and retirement of share-based compensation	(1,444		)	(1,524		)
Net cash provided by (used in) financing activities	119,432			(16,277		)
Decrease in cash and cash equivalents and restricted cash	(10,234		)	(10,415		)
Cash and cash equivalents and restricted cash—beginning of period	22,542			28,129
Cash and cash equivalents and restricted cash—end of period	$	12,308		$	17,714
Supplemental disclosure:
Cash paid for interest, net of capitalized interest	$	10,449		$	11,057
Supplemental schedule of non-cash investing and financing activities
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities	$	(1,094	)	$	1,908
Additions to building and other capital improvements from non-cash compensation	$	(14	)	$	(4	)
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities	$	(116	)	$	(90	)
Leases cumulative effect adjustment (Note 2)	$	(214	)	$	—
Dividends and distributions accrued	$	15,846		$	14,460

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

7

STAG Industrial, Inc.

Notes to Consolidated Financial Statements

(unaudited)

1. OrganizationandDescription 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 March 31, 2019 and December 31, 2018, the Company owned a 96.7% and 96.5%, 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 March 31, 2019, the Company owned 395 buildings in 38 states with approximately 78.2 million rentable square feet, consisting of 328 warehouse/distribution buildings, 58 light manufacturing buildings, and nine flex/office buildings. The Company’s buildings were approximately 95.2% leased to 359 tenants as of March 31, 2019.

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, 2018.

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 and restated (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.

New Accounting Standards and Reclassifications

New Accounting Standards Adopted

In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, Revenue from Contracts with Customers. Otherwise, the company should account for the combined component as an operating lease in accordance with Topic 842. In December 2018, the FASB issued ASU 2018-20 which amends Topic 842, Leases, and allows lessors to continue to exclude from revenue the lessor costs that are paid by lessees directly to third parties. The Company adopted Topic 842 on January 1, 2019, using the practical expedient, and i

8

t did not have a material impact on the Company’s consolidated financial statements. The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-lease components and associated lease components are the same, and that the lease components, if accounted for separately, would be classified as an operating lease. Accordingly, the Company has made an accounting policy election to recognize the combined component in accordance with Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and various subsequent ASU’s, which set 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 superseded 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 determines 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 are accounted for similar to the previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to the previous guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 impacted the Company’s consolidated financial statements as the Company has ground leases and its corporate office lease for which it is the lessee, which resulted in the recording of a right-of-use asset and the related lease liability.

The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective transition method. The adoption of this standard resulted in a cumulative effect adjustment of approximately $0.2 million recorded as an increase to cumulative dividends in excess of earnings as of January 1, 2019 in the accompanying Consolidated Statements of Equity. The cumulative effect adjustment related to initial direct costs of leases where the Company is the lessor and that, as of January 1, 2019, had not begun to amortize and are no longer allowed to be capitalized under the new standard. On January 1, 2019, the Company recognized operating lease right-of-use assets of approximately $16.3 million and related operating lease liabilities of approximately $18.0 million on the accompanying Consolidated Balance Sheets, related to the leases where the Company is the lessee. The Company adopted the new standard using the practical expedient package which allowed the Company to (i) not reassess whether any expired or existing contracts are or contain leases; (ii) not reassess the lease classification for any expired or existing leases; and (iii) not reassess initial direct costs for any existing leases. This practical expedient allows the Company to continue to account for its ground leases as operating leases. Prospectively, any new or modified ground leases may be classified as a financing lease. The adoption of this standard by the Company has been applied prospectively, and the comparative periods have not been restated.

For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments. In determining operating right-of-use asset and lease liability for the Company’s existing operating leases upon the adoption of the new lease guidance, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. The Company utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. Since the terms under the ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the estimate of this rate required significant judgment, and considered factors such as yields on outstanding public debt and other market based pricing on longer duration financing instruments.

The new leases standard requires the Company to evaluate cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.

Reclassifications

Prior period amounts have been reclassified to conform to the current year presentation due to the adoption of ASU 2016-02. Amounts previously classified as rental income and tenant recoveries in the prior period are now classified as rental income on the accompanying Consolidated Statements of Operations, as the Company has made an accounting policy election to combine these amounts that are accounted for under the new leases standard.

Restricted Cash

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)	March 31, 2019		December 31, 2018
Cash and cash equivalents	$	7,857	$	7,968
Restricted cash	4,451		14,574
Total cash and cash equivalents and restricted cash	$	12,308	$	22,542

9

Taxes

Federal Income Taxes

The Company’s taxable REIT subsidiaries recognized a net loss of approximately $12,000 and $36,000 for the three months ended March 31, 2019 and 2018, 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 $0.2 million and $0.2 million have been recorded in other expenses on the accompanying Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, respectively.

Uncertain Tax Positions

As of March 31, 2019 and December 31, 2018, there were no liabilities for uncertain tax positions.

Concentrations of Credit Risk

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

3. Rental Property

The following table summarizes the components of rental property as of March 31, 2019 and December 31, 2018.

Rental Property (in thousands)	March 31, 2019		December 31, 2018
Land	$	377,530	$	364,023
Buildings, net of accumulated depreciation of $211,755 and $199,497, respectively	2,180,636		2,082,781
Tenant improvements, net of accumulated depreciation of $21,026 and $36,450, respectively	31,108		30,704
Building and land improvements, net of accumulated depreciation of $88,229 and $80,983, respectively	173,715		168,229
Construction in progress	7,088		3,949
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively	348,439		342,015
Total rental property, net	$	3,118,516	$	2,991,701

Acquisitions

The following table summarizes the acquisitions of the Company during the three months ended March 31, 2019.

Market (1)	Date Acquired	Square Feet	Buildings	Purchase Price (in thousands)
Cincinnati/Dayton, OH	January 24, 2019	176,000	1	$	9,965
Pittsburgh, PA	February 21, 2019	455,000	1	28,676
Boston, MA	February 21, 2019	349,870	1	26,483
Minneapolis/St Paul, MN	February 28, 2019	248,816	1	21,955
Greenville/Spartanburg, SC	March 7, 2019	331,845	1	24,536
Philadelphia, PA	March 7, 2019	148,300	1	10,546
Omaha/Council Bluffs, NE-IA	March 11, 2019	237,632	1	20,005
Houston, TX	March 28, 2019	132,000	1	17,307
Baltimore, MD	March 28, 2019	167,410	1	13,648
Houston, TX	March 28, 2019	116,750	1	12,242
Three months ended March 31, 2019		2,363,623	10	$	185,363

(1) As defined by CoStar Realty Information Inc (“CoStar”). If the building is located outside of a CoStar defined market, the city and state is reflected.

10

The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2019 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	$	18,152		N/A
Buildings	127,201			N/A
Tenant improvements	1,349			N/A
Building and land improvements	11,235			N/A
Construction in progress	2,032			N/A
Other assets	1,049			N/A
Deferred leasing intangibles - In-place leases	16,743			7.9
Deferred leasing intangibles - Tenant relationships	8,404			11.3
Deferred leasing intangibles - Above market leases	327			4.3
Deferred leasing intangibles - Below market leases	(1,129		)	8.5
Total purchase price	$	185,363

The table below sets forth the results of operations for the three months ended March 31, 2019 for the buildings acquired during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations from the date of acquisition.

Results of Operations (in thousands)	Three months ended March 31, 2019
Total revenue	$	1,194
Net loss	$	145

Dispositions

During the three months ended March 31, 2019, the Company sold five buildings comprised of approximately 1.0 million square feet with a net book value of approximately $15.3 million to third parties. These buildings contributed approximately $0.1 million and $1.1 million to revenue for the three months ended March 31, 2019 and 2018, respectively. These buildings contributed approximately $(0.2) million and $0.5 million to net income (loss) (exclusive of gain on the sales of rental property, net) for the three months ended March 31, 2019 and 2018, respectively. Net proceeds from the sales of rental property were approximately $16.6 million and the Company recognized the full gain on the sales of rental property, net, of approximately $1.3 million for the three months ended March 31, 2019.

Loss on Impairments

The following table summarizes the Company's loss on impairments for assets held and used during the three months ended March 31, 2019.

Market(1)	Buildings	Event or Change in Circumstance Leading to Impairment Evaluation(2)	Valuation technique utilized to estimate fair value		Fair Value(3)		Loss on Impairments
					(in thousands)
Rapid City, SD	1	Change in estimated hold period	Discounted cash flows	(4)
Three months ended March 31, 2019					$	4,373	$	5,344

(1) As defined by CoStar. If the building is located outside of a CoStar defined market, the city and state is reflected.

(2) The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.

(3) The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(4) Level 3 inputs used to determine fair value for the property impaired for the three months ended March 31, 2019: discount rate of 12.0% and exit capitalization rate of 12.0%.

11

Deferred Leasing Intangibles

The following table sets forth the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.

	March 31, 2019							December 31, 2018
Deferred Leasing Intangibles (in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Above market leases	$	70,961	$	(30,409	)	$	40,552	$	73,122	$	(31,059	)	$	42,063
Other intangible lease assets	502,218		(194,331		)	307,887		515,395		(215,443		)	299,952
Total deferred leasing intangible assets	$	573,179	$	(224,740	)	$	348,439	$	588,517	$	(246,502	)	$	342,015
Below market leases	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567
Total deferred leasing intangible liabilities	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Deferred Leasing Intangibles Amortization (in thousands)	2019		2018
Net decrease to rental income related to above and below market lease amortization	$	967	$	1,207
Amortization expense related to other intangible lease assets	$	16,814	$	18,100

The following table sets forth the amortization of deferred leasing intangibles over the next five calendar years beginning with 2019 as of March 31, 2019.

Year	Amortization Expense Related to Other Intangible Lease Assets (in thousands)		Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
Remainder of 2019	$	48,278	$	2,900
2020	$	54,265	$	3,546
2021	$	43,369	$	2,221
2022	$	35,017	$	1,361
2023	$	28,732	$	1,363

12

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 March 31, 2019 and December 31, 2018.

Loan	Principal Outstanding as of March 31, 2019 (in thousands)			Principal Outstanding as of December 31, 2018 (in thousands)			Interest  Rate (1)(2)		Maturity Date	Prepayment Terms (3)
Unsecured credit facility:
Unsecured Credit Facility (4)	$	115,500		$	100,500		L + 0.90%		Jan-15-2023	i
Total unsecured credit facility	115,500			100,500
Unsecured term loans:
Unsecured Term Loan C	150,000			150,000			2.39	%	Sep-29-2020	i
Unsecured Term Loan B	150,000			150,000			3.05	%	Mar-21-2021	i
Unsecured Term Loan A	150,000			150,000			2.70	%	Mar-31-2022	i
Unsecured Term Loan D	150,000			150,000			2.85	%	Jan-04-2023	i
Unsecured Term Loan E (5)	—			—			3.92	%	Jan-15-2024	i
Total unsecured term loans	600,000			600,000
Less: Total unamortized deferred financing fees and debt issuance costs	(3,358		)	(3,640		)
Total carrying value unsecured term loans, net	596,642			596,360
Unsecured notes:
Series F Unsecured Notes	100,000			100,000			3.98	%	Jan-05-2023	ii
Series A Unsecured Notes	50,000			50,000			4.98	%	Oct-1-2024	ii
Series D Unsecured Notes	100,000			100,000			4.32	%	Feb-20-2025	ii
Series G Unsecured Notes	75,000			75,000			4.10	%	Jun-13-2025	ii
Series B Unsecured Notes	50,000			50,000			4.98	%	Jul-1-2026	ii
Series C Unsecured Notes	80,000			80,000			4.42	%	Dec-30-2026	ii
Series E Unsecured Notes	20,000			20,000			4.42	%	Feb-20-2027	ii
Series H Unsecured Notes	100,000			100,000			4.27	%	Jun-13-2028	ii
Total unsecured notes	575,000			575,000
Less: Total unamortized deferred financing fees and debt issuance costs	(2,413		)	(2,512		)
Total carrying value unsecured notes, net	572,587			572,488
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan	52,763			53,216			4.31	%	Dec-1-2022	iii
Thrivent Financial for Lutherans	3,767			3,795			4.78	%	Dec-15-2023	iv
Total mortgage notes	56,530			57,011
Add: Total unamortized fair market value premiums	48			50
Less: Total unamortized deferred financing fees and debt issuance costs	(469		)	(501		)
Total carrying value mortgage notes, net	56,109			56,560
Total / weighted average interest rate (6)	$	1,340,838		$	1,325,908		3.56	%

(1) Interest rate as of March 31, 2019. At March 31, 2019, the one-month LIBOR (“L”) was 2.49450%. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating, as defined in the respective loan agreements.

(2) As of March 31, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.

(3) Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased; and (iv) pre-payable without penalty three months prior to the maturity date.

(4) The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $3.0 million and $3.2 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.

(5) Capacity of $175.0 million, which the Company has until July 25, 2019 to draw.

(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 million of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

The aggregate undrawn nominal commitment on the unsecured credit facility and unsecured term loans as of March 31, 2019 was approximately $553.9 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $7.7 million and $5.9 million as of March 31, 2019 and December 31, 2018, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.

13

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Costs Included in Interest Expense (in thousands)	2019		2018
Amortization of deferred financing fees and debt issuance costs and fair market value premiums	$	618	$	534
Facility, unused, and other fees	$	383	$	339

Financial Covenant Considerations

The Company was in compliance with all financial and other covenants as of March 31, 2019 and December 31, 2018 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 $87.2 million and $88.2 million at March 31, 2019 and December 31, 2018, respectively, and is limited to senior, property-level secured debt financing arrangements.

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 March 31, 2019 and December 31, 2018 (in thousands).

	March 31, 2019					December 31, 2018
	Principal Outstanding			Fair Value		Principal Outstanding			Fair Value
Unsecured credit facility	$	115,500		$	115,500	$	100,500		$	100,500
Unsecured term loans	600,000			600,000		600,000			600,000
Unsecured notes	575,000			596,833		575,000			585,292
Mortgage notes	56,530			57,494		57,011			57,289
Total principal amount	1,347,030			$	1,369,827	1,332,511			$	1,343,081
Add: Total unamortized fair market value premiums	48					50
Less: Total unamortized deferred financing fees and debt issuance costs	(6,240		)			(6,653		)
Total carrying value	$	1,340,838				$	1,325,908

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.

14

The following table details the Company’s outstanding interest rate swaps as of March 31, 2019. 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	$	235		1.3300	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Jul-01-2013	$	50,000	$	316		1.6810	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Aug-01-2013	$	25,000	$	153		1.7030	%	One-month L	Feb-14-2020
Regions Bank	Sep-30-2013	Feb-03-2014	$	25,000	$	90		1.9925	%	One-month L	Feb-14-2020
The Toronto-Dominion Bank	Oct-14-2015	Sep-29-2016	$	25,000	$	342		1.3830	%	One-month L	Sep-29-2020
PNC Bank, N.A.	Oct-14-2015	Sep-29-2016	$	50,000	$	678		1.3906	%	One-month L	Sep-29-2020
Regions Bank	Oct-14-2015	Sep-29-2016	$	35,000	$	477		1.3858	%	One-month L	Sep-29-2020
U.S. Bank, N.A.	Oct-14-2015	Sep-29-2016	$	25,000	$	338		1.3950	%	One-month L	Sep-29-2020
Capital One, N.A.	Oct-14-2015	Sep-29-2016	$	15,000	$	202		1.3950	%	One-month L	Sep-29-2020
Royal Bank of Canada	Jan-08-2015	Mar-20-2015	$	25,000	$	256		1.7090	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Mar-20-2015	$	25,000	$	255		1.7105	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Sep-10-2017	$	100,000	$	18		2.2255	%	One-month L	Mar-21-2021
Wells Fargo, N.A.	Jan-08-2015	Mar-20-2015	$	25,000	$	243		1.8280	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jan-08-2015	Feb-14-2020	$	25,000	$	(204	)	2.4535	%	One-month L	Mar-31-2022
Regions Bank	Jan-08-2015	Feb-14-2020	$	50,000	$	(430	)	2.4750	%	One-month L	Mar-31-2022
Capital One, N.A.	Jan-08-2015	Feb-14-2020	$	50,000	$	(487	)	2.5300	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
Royal Bank of Canada	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
Wells Fargo, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	50,000	$	539		1.8475	%	One-month L	Jan-04-2023
The Toronto-Dominion Bank	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9180	%	One-month L	Jan-12-2024
PNC Bank, N.A.	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,699	)	2.9190	%	One-month L	Jan-12-2024
Bank of Montreal	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9190	%	One-month L	Jan-12-2024
U.S. Bank, N.A.	Jul-24-2018	Jul-26-2019	$	25,000	$	(848	)	2.9190	%	One-month L	Jan-12-2024

The fair value of the interest rate swaps outstanding as of March 31, 2019 and December 31, 2018 was as follows.

Balance Sheet Line Item (in thousands)	Notional Amount March 31, 2019		Fair Value March 31, 2019			Notional Amount December 31, 2018		Fair Value December 31, 2018
Interest rate swaps-Asset	$	600,000	$	5,214		$	600,000	$	9,151
Interest rate swaps-Liability	$	300,000	$	(7,060	)	$	300,000	$	(4,011	)

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 (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. The Company estimates that approximately $3.0 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next 12 months.

The table below presents the effect of cash flow hedge accounting and the location in the consolidated financial statements for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Effect of Cash Flow Hedge Accounting (in thousands)	2019			2018
Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps	$	(5,856	)	$	7,493
Income (loss) reclassified from accumulated other comprehensive income into income (loss) as interest expense	$	1,122		$	(230	)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	12,834		$	11,392

15

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 March 31, 2019, derivatives that were in a net liability position by counterparty and subject to credit-risk-related contingent features had a termination value of approximately $3.5 million, which includes accrued interest but excludes any adjustment for nonperformance risk. As of March 31, 2019, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2019, it could have been required to settle its obligations under the agreement of the interest rate swaps in a liability position plus accrued interest for approximately $3.5 million.

Fair Value of Interest Rate Swaps

The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves.

The 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018. 

				Fair Value Measurements as of March 31, 2019 Using
Balance Sheet Line Item (in thousands)	Fair Value March 31, 2019			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	5,214		$	—	$	5,214		$	—
Interest rate swaps-Liability	$	(7,060	)	$	—	$	(7,060	)	$	—

				Fair Value Measurements as of December 31, 2018 Using
Balance Sheet Line Item (in thousands)	Fair Value December 31, 2018			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	9,151		$	—	$	9,151		$	—
Interest rate swaps-Liability	$	(4,011	)	$	—	$	(4,011	)	$	—

6. Equity

Preferred Stock

The table below sets forth the Company’s outstanding preferred stock issuances as of March 31, 2019.

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	%

16

The tables below set forth the dividends attributable to the Company’s outstanding preferred stock issuances during the three months ended March 31, 2019 and the year ended December 31, 2018.

Quarter Ended 2019	Declaration Date	Series C Preferred Stock Per Share		Payment Date
March 31	January 10, 2019	$	0.4296875	April 1, 2019
Total		$	0.4296875

Quarter Ended 2018	Declaration Date	Series B Preferred Stock Per Share			Series C Preferred Stock Per Share		Payment Date
December 31	October 10, 2018	$	—		$	0.4296875	December 31, 2018
September 30	July 11, 2018	0.0460069		(1)	0.4296875		October 1, 2018
June 30	April 10, 2018	0.4140625			0.4296875		July 2, 2018
March 31	February 14, 2018	0.4140625			0.4296875		April 2, 2018
Total		$	0.8741319		$	1.7187500

(1) On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 6.625% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”). On July 11, 2018, the Company redeemed all of the Series B Preferred Stock at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to but excluding the redemption date, without interest.

On April 9, 2019, the Company’s board of directors declared the Series C Preferred Stock dividends for the quarter ending June 30, 2019 at a quarterly rate of $0.4296875 per share.

Common Stock

The following table sets forth the terms of the Company’s at-the market (“ATM”) common stock offering program as of March 31, 2019.

ATM Common Stock Offering Program	Date	Maximum Aggregate Offering Price (in thousands)		Aggregate Common Stock Available as of March 31, 2019 (in thousands)
2019 $600 million ATM	February 14, 2019	$	600,000	$	449,811

The tables below set forth the activity under the ATM common stock offering programs during the three months ended March 31, 2019 and year ended December 31, 2018 (in thousands, except share data).

	Three months ended March 31, 2019
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2019 $600 million ATM	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887
Total/weighted average	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887

	Year ended December 31, 2018
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2017 $500 million ATM (1)	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407
Total/weighted average	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407

(1) This program ended before March 31, 2019.

17

The tables below sets forth the dividends attributable to the Company’s outstanding shares of common stock that were declared during the three months ended March 31, 2019 and the year ended December 31, 2018.

Month Ended 2019	Declaration Date	Record Date	Per Share		Payment Date
March 31	January 10, 2019	March 29, 2019	$	0.119167	April 15, 2019
February 28	January 10, 2019	February 28, 2019	0.119167		March 15, 2019
January 31	January 10, 2019	January 31, 2019	0.119167		February 15, 2019
Total			$	0.357501

Month Ended 2018	Declaration Date	Record Date	Per Share		Payment Date
December 31	October 10, 2018	December 31, 2018	$	0.118333	January 15, 2019
November 30	October 10, 2018	November 30, 2018	0.118333		December 17, 2018
October 31	October 10, 2018	October 31, 2018	0.118333		November 15, 2018
September 30	July 11, 2018	September 28, 2018	0.118333		October 15, 2018
August 31	July 11, 2018	August 31, 2018	0.118333		September 17, 2018
July 31	July 11, 2018	July 31, 2018	0.118333		August 15, 2018
June 30	April 10, 2018	June 29, 2018	0.118333		July 16, 2018
May 31	April 10, 2018	May 31, 2018	0.118333		June 15, 2018
April 30	April 10, 2018	April 30, 2018	0.118333		May 15, 2018
March 31	November 2, 2017	March 29, 2018	0.118333		April 16, 2018
February 28	November 2, 2017	February 28, 2018	0.118333		March 15, 2018
January 31	November 2, 2017	January 31, 2018	0.118333		February 15, 2018
Total			$	1.419996

On April 9, 2019, the Company’s board of directors declared the common stock dividends for the months ending April 30, 2019, May 31, 2019 and June 30, 2019 at a monthly rate of $0.119167 per share of common stock.

Restricted Shares of Common Stock

Restricted shares of common stock granted on January 7, 2019 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 2020. Refer to Note 8 for a discussion of the restricted shares of common stock granted on January 7, 2019 pursuant to the March 8, 2016 performance units. The following table summarizes activity related to the Company’s unvested restricted shares of common stock for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested Restricted Shares of Common Stock	Shares
Balance at December 31, 2017	237,207
Granted	76,659		(1)
Vested	(112,405	)	(2)
Forfeited	(10,999	)
Balance at December 31, 2018	190,462
Granted	110,830		(1)
Vested	(78,431	)	(2)
Forfeited	(2,320	)
Balance at March 31, 2019	220,541

(1) The fair value per share on the grant date of January 7, 2019 and January 5, 2018 was $24.85 and $26.40, respectively.

(2) The Company repurchased and retired 58,697 and 41,975 restricted shares of common stock that vested during the three months ended March 31, 2019 and the year ended December 31, 2018, respectively.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at March 31, 2019 was approximately $4.4 million and is expected to be recognized over a weighted average period of approximately 2.9 years.

The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three months ended March 31, 2019 and 2018. 

	Three months ended March 31,
Vested Restricted Shares of Common Stock	2019		2018
Vested restricted shares of common stock	78,431		112,405
Fair value of vested restricted shares of common stock (in thousands)	$	1,951	$	3,002

18

7. Noncontrolling Interest

The table below summarizes the activity for noncontrolling interest in the Company for the three months ended March 31, 2019 and the year ended December 31, 2018.

Noncontrolling Interest	LTIP Units		Other Common Units		Total Noncontrolling Common Units		Noncontrolling Interest
Balance at December 31, 2017	1,457,070		2,639,617		4,096,687		4.1	%
Granted/Issued	324,802		—		324,802		N/A
Forfeited	—		—		—		N/A
Conversions from LTIP units to Other Common Units	(165,672	)	165,672		—		N/A
Redemptions from Other Common Units to common stock	—		(352,055	)	(352,055	)	N/A
Balance at December 31, 2018	1,616,200		2,453,234		4,069,434		3.5	%
Granted/Issued	364,173		—		364,173		N/A
Forfeited	(10,208	)	—		(10,208	)	N/A
Conversions from LTIP units to Other Common Units	(202,173	)	202,173		—		N/A
Redemptions from Other Common Units to common stock	—		(439,071	)	(439,071	)	N/A
Balance at March 31, 2019	1,767,992		2,216,336		3,984,328		3.3	%

LTIP Units

LTIP units granted on January 7, 2019 to non-employee, independent directors, subject to the recipient’s continued service, will vest on January 1, 2020. LTIP units granted on January 7, 2019 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, 2019. Refer to Note 8 for a discussion of the LTIP units granted on January 7, 2019 pursuant to the March 8, 2016 performance units.

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 three months ended March 31, 2019 (excluding those LTIP units granted pursuant to the March 8, 2016 performance units; refer to Note 8 for details).

LTIP Units	Assumptions
Grant date	January 7, 2019
Expected term (years)	10
Expected volatility	19.0		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.57		%
Fair value of LTIP units at issuance (in thousands)	$	3,636
LTIP units at issuance	154,649
Fair value unit price per LTIP unit at issuance	$	23.51

The following table summarizes activity related to the Company’s unvested LTIP units for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested LTIP Units	LTIP Units
Balance at December 31, 2017	300,307
Granted	324,802
Vested	(373,893	)
Forfeited	—
Balance at December 31, 2018	251,216
Granted	364,173
Vested	(157,689	)
Forfeited	(10,208	)
Balance at March 31, 2019	447,492

The unrecognized compensation expense associated with the Company’s LTIP units at March 31, 2019 was approximately $7.3 million and is expected to be recognized over a weighted average period of approximately 2.6 years.

19

The following table summarizes the fair value at vesting for the LTIP units that vested during the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Vested LTIP units	2019		2018
Vested LTIP units	157,689		231,041
Fair value of vested LTIP units (in thousands)	$	4,063	$	6,035

8. Equity Incentive Plan

On January 7, 2019, 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 7, 2019 are substantially the same as the terms of the performance units granted on January 5, 2018 and January 6, 2017, except that the measuring period commences on January 1, 2019 and ends on December 31, 2021, and the award shares are immediately vested at the end of the measuring period.

The fair value of the performance units at the date of grant was 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 ratably from the grant date into earnings over the vesting period. The table below sets forth the assumptions used in valuing the performance units granted during the three months ended March 31, 2019.

Performance Units	Assumptions
Grant date	January 7, 2019
Expected volatility	20.7		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.56		%
Fair value of performance units grant (in thousands)	$	5,620

On December 31, 2018, the Company’s three year measurement period pursuant to the March 8, 2016 performance units concluded. It was determined that the Company’s total stockholder return exceeded the threshold percentage and return hurdle. The compensation committee of the board of directors approved the issuance of 102,216 vested LTIP units and 74,032 vested shares of common stock (of which 30,193 shares of common stock were repurchased and retired) to the participants, which were issued on January 7, 2019. The compensation committee of the board of directors also approved the issuance of 107,308 LTIP units and 22,678 restricted shares of common stock that will vest on December 31, 2019, which were issued on January 7, 2019.

The unrecognized compensation expense associated with the Company’s performance units at March 31, 2019 was approximately $9.2 million and is expected to be recognized over a weighted average period of approximately 2.4 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, and the Company’s director compensation for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Non-Cash Compensation Expense (in thousands)	2019		2018
Restricted shares of common stock	$	427	$	434
LTIP units	887		871
Performance units	859		829
Director compensation (1)	105		86
Total non-cash compensation expense	$	2,278	$	2,220

(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 months ended March 31, 2019 and 2018. The number of shares of common stock granted is calculated based on the trailing 10 days average common stock price ending on the third business day preceding the grant date.

20

9. Leases

Lessor Leases

The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee.

The following table summarizes the components of rental income recognized during the three months ended March 31, 2019 included in the accompanying Consolidated Statements of Operations.

	Three months ended March 31,
Rental Income (in thousands)	2019
Fixed lease payments	$	72,117
Variable lease payments	22,181
Straight-line rental income	2,284
Net decrease to rental income related to above and below market lease amortization	(967		)
Total rental income	$	95,615

As of March 31, 2019 and December 31, 2018, the Company had accrued rental income of approximately $34.2 million and $32.4 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of March 31, 2019 and December 31, 2018, the Company had approximately $18.4 million and $18.3 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018, the Company’s total liability associated with these lease security deposits was approximately $8.7 million and $8.4 million, respectively, and is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

The Company estimates that billings for 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 $3.9 million and $3.1 million for the three months ended March 31, 2019 and 2018, 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.

The following table summarizes the maturity of fixed lease payments under the Company’s leases as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Fixed Lease Payments (in thousands)
Remainder of 2019	$	240,185
2020	$	288,787
2021	$	243,992
2022	$	203,368
2023	$	165,946
Thereafter	$	578,495

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rents (in thousands)
2019	$	299,978
2020	$	271,936
2021	$	226,970
2022	$	188,707
2023	$	152,814
Thereafter	$	535,192

21

Lessee Leases

The Company has operating leases in which it is the lessee for ground leases and its corporate office lease. These leases have remaining lease terms of approximately 2.0 years to 47.8 years. Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities.

The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of March 31, 2019.

Operating Lease Term and Discount Rate	March 31, 2019
Weighted average remaining lease term (years)	35.1
Weighted average discount rate	7.1	%

The following table summarizes the operating lease cost recognized during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations.

	Three months ended March 31,
Operating Lease Cost (in thousands)	2019
Operating lease cost included in property expense attributable to ground leases	$	331
Operating lease cost included in general and administrative expense attributable to corporate office lease	266
Total operating lease cost	$	597

The following table summarizes supplemental cash flow information related to operating leases recognized during the three months ended March 31, 2019 in the Company’s Consolidated Statements of Cash Flows.

	Three months ended March 31,
Operating Leases (in thousands)	2019
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)	$	569

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office lease as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Operating Lease Liabilities(1) (in thousands)
Remainder of 2019	$	1,712
2020	2,294
2021	1,400
2022	1,107
2023	1,116
Thereafter	48,155
Total lease payments	55,784
Less: Imputed interest	(37,998		)
Present value of operating lease liabilities	$	17,786

(1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ than those presented.

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rental Payments (1) (in thousands)
2019	$	2,110
2020	$	2,122
2021	$	1,227
2022	$	935
2023	$	944
Thereafter	$	45,580

(1) Future minimum rental payments do not include estimates of CPI rent changes required by certain lease agreements. Therefore, actual minimum rental payments may differ than those presented.

22

10. Earnings Per Share

During the three months ended March 31, 2019 and 2018, there were 213,856 and 201,650, respectively, of unvested restricted shares of common stock on a weighted average basis that were considered participating securities.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Earnings Per Share (in thousands, except per share data)	2019		2018
Numerator
Net income	$	7,389	$	25,149
Less: preferred stock dividends	1,289		2,448
Less: amount allocated to participating securities	79		71
Less: income attributable to noncontrolling interest after preferred stock dividends	214		954
Net income attributable to common stockholders	$	5,807	$	21,676
Denominator
Weighted average common shares outstanding — basic	114,721		97,021
Effect of dilutive securities(1)
Share-based compensation	272		302
Weighted average common shares outstanding — diluted	114,993		97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$	0.05	$	0.22
Net income per share attributable to common stockholders — diluted	$	0.05	$	0.22

(1) During the three months ended March 31, 2019 and 2018, there were 214 and 202, unvested shares of restricted common stock, respectively, on a weighted average basis that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive.

11. Commitments and Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company has letters of credit of approximately $5.6 million as of March 31, 2019 related to construction projects and certain other agreements. As of March 31, 2019, the Company has a development commitment related to a building expansion under a tenant lease of approximately $9.8 million.

12. Subsequent Events

The following non-recognized subsequent events were noted.

On April 1, 2019, the Company completed an underwritten public offering of 7,475,000 shares of common stock (including 975,000 shares issued pursuant to the underwriters’ option to purchase additional shares) at a price to the underwriters of $28.72 per share. The offering closed on April 4, 2019 and the Company received net proceeds of approximately $214.7 million.

On April 30, 2019, the Company filed Articles of Amendment to its Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 300,000,000 and the number of authorized shares of preferred stock from 15,000,000 to 20,000,000.

23

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. (the “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, 2018, as updated elsewhere in this report, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

• our ability to raise equity capital on attractive terms;

• the competitive environment in which we operate;

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

• decreased rental rates or increased vacancy rates;

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

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

• the timing of acquisitions and dispositions;

• technological developments, particularly those affecting supply chains and logistics;

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

• international, national, regional and local economic conditions;

• the general level of interest rates and currencies;

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

24

• 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.

Certain Definitions

In this report:

We define “GAAP” as generally accepted accounting principles in the United States.

We define “total annualized base rental revenue” as the contractual monthly base rent as of March 31, 2019 (which differs from rent calculated in accordance with GAAP) multiplied by 12. If a tenant is in a free rent period as of March 31, 2019, the total annualized base rental revenue is calculated based on the first contractual monthly base rent amount multiplied by 12.

We define “occupancy rate” as the percentage of total leasable square footage for which either revenue recognition has commenced in accordance with GAAP or the lease term has commenced as of the close of the reporting period, whichever occurs earlier.

We define the “Value Add Portfolio” as properties that meet any of the following criteria: (i) less than 75% occupied as of the acquisition date; (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date; (iii) out of service with significant physical renovation of the asset; or (iv) development.

We define “Stabilization” for properties under development or being redeveloped as the earlier of achieving 90% occupancy or twelve months after completion. With respect to properties acquired and immediately added to the Value Add Portfolio, (i) if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or twelve 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 twelve months after the known move-outs have occurred.

We define the “Operating Portfolio” as all warehouse and light manufacturing assets that were acquired stabilized or have achieved Stabilization. The Operating Portfolio excludes non-core flex/office assets and assets contained in the Value Add Portfolio.

We define a “Comparable Lease” as a lease in the same space with a similar lease structure as compared to the previous in-place lease, excluding new leases for space that was not occupied under our ownership.

We define “SL Rent Change” as the percentage change in the average monthly base rent over the term of the lease, calculated on a straight-line basis, of the lease commenced 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.

25

We define “Cash Rent Change” as the percentage change in the base rent of the lease commenced during the period compared to the base rent of the Comparable Lease for assets included in the Operating Portfolio. The calculation compares the first base rent payment due after the lease commencement date compared to the base rent of the last monthly payment due prior to the termination of the lease, excluding holdover rent. Rent under gross or similar type leases are converted to a net rent based on an estimate of the applicable recoverable expenses.

Overview

We are a REIT focused on the acquisition, ownership, and operation of single-tenant, industrial properties throughout the United States. We 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.

Outlook

The outlook for our business remains positive, albeit on a moderated basis in light of over nine years of economic growth, some uncertainty regarding the current U.S. presidential administration and its policy initiatives, and continued asset appreciation. In the first quarter of 2019, the federal funds target rate was unchanged at a target range of 2.25% to 2.50%. This target rate range supports continued economic growth and is expected to remain unchanged throughout 2019. We believe economic growth combined with the currently favorable industrial supply demand should translate to a net positive result for our business. Specifically, we expect our existing portfolio will benefit from rising rental rates and strong occupancy. Furthermore, we believe certain characteristics of our business should position us well in an uncertain 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 rates.

Several industrial specific trends contribute to the expected strong demand, including:

• the rise of e-commerce (as compared to the traditional retail store distribution model) and the concomitant demand by e-commerce industry participants for well-located, functional distribution space;

• the increasing attractiveness of the U.S. as a manufacturing and distribution location because of the size of the U.S. consumer market, an increase in overseas labor costs and the overall cost of supplying and shipping goods (i.e. the shortening and fattening of the supply chain); and

• the overall quality of the transportation infrastructure in the U.S.

Our portfolio continues to benefit from historically low availability throughout the national industrial market. At the end of the first quarter, demand for space has continued to outpace new supply supporting an accommodative environment for owners. Development activity has steadily increased over the past several years and is now reaching material levels in a growing number of primary industrial markets. Though availability remains historically low, this is a trend we will monitor closely. In addition, currently, the supply remains fairly concentrated in the larger primary industrial markets and we have limited exposure to many of these markets. On the demand side, we note that the quality and availability of labor remains a key focus of tenants making occupancy decisions. We will continue to monitor the supply and demand fundamentals for industrial real estate and assess its impact on our business.

Conditions in Our Markets

The buildings in our portfolio are located in markets throughout the United States. Positive or negative changes in economic or other conditions, new supply, adverse weather conditions and natural disasters, and other factors in these markets may affect our overall performance.

26

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 March 31, 2019, our Operating Portfolio was approximately 95.7% leased and our SL Rent Change on new and renewal leases together grew approximately 24.3% during the three months ended March 31, 2019.

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.

The following table provides a summary of our Operating Portfolio leases that commenced during the three months ended March 31, 2019. 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		SL Rent Change		Weighted Average Lease Term(2) (years)	Rental Concessions per Square Foot(3)
Three months ended March 31, 2019
New Leases(4)	123,190	$	4.15	$	4.32	$	1.97	3.5	%	17.1	%	6.5	$	1.07
Renewal Leases(5)	2,468,163	$	3.94	$	4.10	$	0.58	15.6	%	24.7	%	4.1	$	—
Total/weighted average	2,591,353	$	3.95	$	4.11	$	0.64	14.9	%	24.3	%	4.2	$	0.05

(1) We define Total Costs as the costs for improvements of vacant and renewal spaces, as well as the contingent-based legal fees and commissions for leasing transactions. Total Costs per square foot represent the total costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.

(2) We define weighted average lease term as the contractual lease term in years, assuming that tenants exercise no renewal options, purchase options, or early termination rights, weighted by square footage.

(3) Represents the total rental concessions for the entire lease term.

(4) We define a New Lease as any lease that is signed for an initial term equal to or greater than twelve months for any vacant space; this includes a new tenant or an existing tenant that is expanding into new (additional) space.

(5) We define 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, but typically excluding roof and building structure. 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 7.8% of our annualized base rental revenue will expire during the period from April 1, 2019 to March 31, 2020, 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 the same as the rates under existing leases expiring during the period April 1, 2019 to March 31, 2020, thereby resulting in approximately the same revenue from the same space.

27

The following table sets forth a summary of lease expirations for leases in place as of March 31, 2019, plus available space, for each of the ten calendar years beginning with 2019 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	—	3,775,161	—		—		—
Month-to-month leases	8	1,221,972	1.6	%	$	5,344	1.7	%
Remainder of 2019	28	3,927,415	5.3	%	17,748		5.6	%
2020	51	9,880,651	13.3	%	42,428		13.3	%
2021	70	11,047,758	14.9	%	48,112		15.1	%
2022	62	7,608,265	10.2	%	33,244		10.4	%
2023	54	9,337,406	12.5	%	35,890		11.2	%
2024	40	7,031,305	9.4	%	30,315		9.5	%
2025	26	4,445,385	6.0	%	19,295		6.0	%
2026	25	4,729,214	6.4	%	20,533		6.4	%
2027	13	1,961,418	2.6	%	9,915		3.1	%
2028	23	4,589,199	6.2	%	19,178		6.0	%
Thereafter	34	8,631,314	11.6	%	37,311		11.7	%
Total	434	78,186,463	100.0	%	$	319,313	100.0	%

Portfolio Summary

The following table sets forth information relating to diversification by building type in our portfolio as of March 31, 2019.

		Square Footage					Annualized Base Rental Revenue
Building Type	Number of Buildings	Amount	%		Occupancy Rate		Amount (in thousands)		%
Warehouse/Distribution	323	70,079,150	89.6	%	95.3	%	$	282,191	88.3	%
Light Manufacturing	58	6,484,331	8.3	%	100.0	%	29,363		9.2	%
Total Operating Portfolio/weighted average	381	76,563,481	97.9	%	95.7	%	$	311,554	97.5	%
Value Add	5	1,058,302	1.4	%	70.8	%	3,074		1.0	%
Flex/Office	9	564,680	0.7	%	67.9	%	4,685		1.5	%
Total portfolio/weighted average	395	78,186,463	100.0	%	95.2	%	$	319,313	100.0	%

Portfolio Acquisitions

The following table summarizes our acquisitions during the three months endedMarch 31, 2019.

Market (1)	Date Acquired	Square Feet	Buildings	Purchase Price (in thousands)
Cincinnati/Dayton, OH	January 24, 2019	176,000	1	$	9,965
Pittsburgh, PA	February 21, 2019	455,000	1	28,676
Boston, MA	February 21, 2019	349,870	1	26,483
Minneapolis/St Paul, MN	February 28, 2019	248,816	1	21,955
Greenville/Spartanburg, SC	March 7, 2019	331,845	1	24,536
Philadelphia, PA	March 7, 2019	148,300	1	10,546
Omaha/Council Bluffs, NE-IA	March 11, 2019	237,632	1	20,005
Houston, TX	March 28, 2019	132,000	1	17,307
Baltimore, MD	March 28, 2019	167,410	1	13,648
Houston, TX	March 28, 2019	116,750	1	12,242
Three months ended March 31, 2019		2,363,623	10	$	185,363

(1) As defined by CoStar Realty Information Inc (“CoStar”). If the building is located outside of a CoStar defined market, the city and state is reflected.

Portfolio Dispositions

During the three months ended March 31, 2019, we sold five buildings comprised of approximately 1.0 million square feet with a net book value of approximately $15.3 million to third parties. Net proceeds from the sales of rental property were approximately $16.6 million and we recognized the full gain on the sales of rental property, net, of approximately $1.3 million for the three months ended March 31, 2019.

28

Geographic Diversification

The following table sets forth information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of March 31, 2019.

Top 20 Markets (1)	% of Total Annualized Base Rental Revenue
Philadelphia, PA	9.3	%
Chicago, IL	7.6	%
Greenville/Spartanburg, SC	5.9	%
Detroit, MI	4.3	%
Milwaukee/Madison, WI	4.2	%
Pittsburgh, PA	3.9	%
Minneapolis/St Paul, MN	3.5	%
Houston, TX	3.4	%
Charlotte, NC	3.2	%
Cincinnati/Dayton, OH	3.0	%
El Paso, TX	2.5	%
Boston, MA	2.4	%
West Michigan, MI	2.3	%
Westchester/So Connecticut, CT/NY	2.1	%
Raleigh/Durham, NC	1.9	%
Cleveland, OH	1.7	%
Dallas/Ft Worth, TX	1.7	%
Baltimore, MD	1.6	%
Atlanta, GA	1.4	%
Columbus, OH	1.2	%
Total	67.1	%

(1) As defined by CoStar.

Industry Diversification

The following table sets forth information about the 20 largest tenant industries in our portfolio based on total annualized base rental revenue as of March 31, 2019.

Top 20 Tenant Industries (1)	% of Total Annualized Base Rental Revenue
Auto Components	12.2	%
Air Freight & Logistics	8.8	%
Commercial Services & Supplies	7.7	%
Containers & Packaging	6.5	%
Household Durables	4.9	%
Machinery	4.8	%
Building Products	4.6	%
Food Products	4.4	%
Electrical Equipment	4.0	%
Food & Staples Retailing	3.9	%
Household Products	3.9	%
Beverages	3.1	%
Textiles, Apparel, Luxury Goods	2.8	%
Chemicals	1.9	%
Energy Equipment & Services	1.8	%
Pharmaceuticals	1.7	%
Specialty Retail	1.7	%
Internet & Direct Mkt Retail	1.7	%
Metals & Mining	1.6	%
Media	1.5	%
Total	83.5	%

(1) Industry classification based on Global Industry Classification Standard methodology.

29

Tenant Diversification

The following table sets forth information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of March 31, 2019.

Top 20 Tenants (1)	Number of Leases	% of Total Annualized Base Rental Revenue
General Service Administration	1	2.2	%
XPO Logistics	3	1.4	%
Yanfeng US Automotive Interior	3	1.2	%
Solo Cup	1	1.2	%
TriMas Corporation	4	1.2	%
Deckers Outdoor	1	1.0	%
WestRock Company	6	0.9	%
Generation Brands	1	0.8	%
Carolina Beverage Group	2	0.8	%
Schneider Electric USA, Inc.	4	0.8	%
Emerson Electric	2	0.8	%
FedEx	2	0.8	%
Perrigo	2	0.8	%
American Tire Distributors Inc	4	0.7	%
Sunland Logistics	1	0.7	%
Armacell, LLC	3	0.7	%
Northern Tool & Equipment Co.	2	0.7	%
Packaging Corp of America	4	0.7	%
Coca-Cola Company	2	0.6	%
DHL Supply Chain	3	0.6	%
Total	51	18.6	%

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

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, 2018, for a discussion of our critical accounting policies and estimates.

On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842); see Note 2 in the accompanying Notes to Consolidated Financial Statements under “New Accounting Standards and Reclassifications.”

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 March 31, 2019 to the three months ended March 31, 2018

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, 2017. On March 31, 2019, we owned 317 industrial buildings consisting of approximately 63.2 million square feet, which represents approximately 80.8% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.7% to 95.5% as of March 31, 2019 compared to 96.2% as of March 31, 2018.

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the three months ended March 31, 2019 and 2018 (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 March 31, 2019 and 2018 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, 2017 and our flex/office buildings and Value Add Portfolio.

30

	Same Store Portfolio									Acquisitions/Dispositions				Other				Total Portfolio
	Three months ended March 31,				Change					Three months ended March 31,				Three months ended March 31,				Three months ended March 31,						Change
	2019		2018		$			%		2019		2018		2019		2018		2019			2018			$			%
Revenue
Operating revenue
Rental income	$	76,787	$	73,772	$	3,015		4.1	%	$	15,247	$	5,792	$	3,581	$	3,563	$	95,615		$	83,127		$	12,488		15.0	%
Other income	68		153		(85		)	(55.6	)%	19		1		—		2		87			156			(69		)	(44.2	)%
Total operating revenue	76,855		73,925		2,930			4.0	%	15,266		5,793		3,581		3,565		95,702			83,283			12,419			14.9	%
Expenses
Property	15,512		13,960		1,552			11.1	%	2,410		1,928		1,589		1,611		19,511			17,499			2,012			11.5	%
Net operating income (1)	$	61,343	$	59,965	$	1,378		2.3	%	$	12,856	$	3,865	$	1,992	$	1,954	76,191			65,784			10,407			15.8	%
Other expenses
General and administrative																		9,212			8,748			464			5.3	%
Depreciation and amortization																		42,303			39,965			2,338			5.9	%
Loss on impairments																		5,344			2,934			2,410			82.1	%
Other expenses																		399			291			108			37.1	%
Total other expenses																		57,258			51,938			5,320			10.2	%
Total expenses																		76,769			69,437			7,332			10.6	%
Other income (expense)
Interest and other income																		16			6			10			166.7	%
Interest expense																		(12,834		)	(11,392		)	(1,442		)	12.7	%
Gain on the sales of rental property, net																		1,274			22,689			(21,415		)	(94.4	)%
Total other income (expense)																		(11,544		)	11,303			(22,847		)	(202.1	)%
Net income																		$	7,389		$	25,149		$	(17,760	)	(70.6	)%

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

31

Net Income

Net income for our total portfolio decreased by $17.8 million or 70.6% to $7.4 million for the three months ended March 31, 2019, compared to $25.1 million for the three months ended March 31, 2018.

Same Store Total Operating Revenue

Same store total operating revenue consists primarily of rental income consisting of (i) fixed lease payments, variable lease payments, straight-line rental income, and above and below market lease amortization from our properties (“lease income”), and (ii) other tenant billings for insurance, real estate taxes and certain other expenses (“other billings”).

For a detailed reconciliation of our same store total operating revenue to net income, see the table above.

Same store rental income, which is comprised of lease income and other billings as discussed below, increased by $3.0 million or 4.1% to $76.8 million for the three months ended March 31, 2019 compared to $73.8 million for the three months ended March 31, 2018.

Same store lease income increased by $1.3 million or 2.1% to $63.7 million for the three months ended March 31, 2019 compared to $62.4 million for the three months ended March 31, 2018. Approximately $2.4 million of the increase was attributable to rental increases due to new leases and renewals of existing tenants and approximately $0.2 million due to a net decrease in the amortization of net above market leases. This increase was partially offset by an approximately $1.3 million decrease due to a reduction of base rent due to tenants downsizing their spaces and vacancies.

Same store other billings increased by $1.7 million or 14.9% to $13.1 million for the three months ended March 31, 2019 compared to $11.4 million for the three months ended March 31, 2018. The increase was primarily attributable to an increase in real estate taxes levied by the taxing authority and 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 of approximately $2.0 million. This increase was partially offset by a decrease of approximately $0.3 million related to tenant specific billings that occurred during the three months ended March 31, 2019 that did not recur during the three months ended March 31, 2018.

Same Store Operating Expenses

Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.

For a detailed reconciliation of our same store operating expenses to net income, see the table above.

Total same store property operating expenses increased by $1.6 million or 11.1% to $15.5 million for the three months ended March 31, 2019 compared to $14.0 million for the three months ended March 31, 2018. This increase was primarily related to increases in real estate taxes levied by the related taxing authority of approximately $1.7 million and an increase in snow removal expense of approximately $0.4 million. These increases were partially offset by a decrease in insurance expense and utility expense of approximately $0.6 million.

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, 2017, we acquired 59 buildings consisting of approximately 11.9 million square feet (excluding four buildings that were included in the Value Add Portfolio at March 31, 2019 or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2017), and sold 24 buildings consisting of approximately 4.9 million square feet. For the three months ended March 31, 2019 and 2018, the buildings acquired after December 31, 2017 contributed approximately $13.0 million and $0.7 million to NOI, respectively. For the three months ended March 31, 2019 and 2018, the buildings sold after December 31, 2017 contributed approximately $(0.1) million and $3.2 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, 2017. Other NOI also includes termination income from buildings in our same store portfolio.

32

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

At March 31, 2019, we owned nine flex/office buildings consisting of approximately 0.6 million square feet, five buildings in our Value Add Portfolio consisting of approximately 1.1 million square feet, and five buildings consisting of approximately 1.4 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, 2017. These buildings contributed approximately $1.9 million and $1.9 million to NOI for the three months ended March 31, 2019 and 2018, respectively. Additionally, there was approximately $43,000 and $20,000 of termination fee income from certain buildings in our same store portfolio for the three months ended March 31, 2019 and 2018, respectively.

Total Other Expenses

Total other expenses consist of general and administrative expenses, depreciation and amortization, loss on impairments, and other expenses.

Total other expenses increased$5.3 million or 10.2% for the three months ended March 31, 2019 to $57.3 million compared to $51.9 million for the three months ended March 31, 2018. This is primarily a result of an increase in depreciation and amortization of approximately $2.3 million due to an increase in the depreciable asset base as a result of acquisitions, as well as an increase in loss on impairments of approximately $2.4 million. Additionally, general and administrative expenses increased by approximately $0.5 million due to increases in compensation and other payroll costs.

Total Other Income (Expense)

Total other income (expense) consists of interest and other income, interest expense, 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 income (expense) decreased $22.8 million or 202.1% to a total other expense position of $11.5 million for the three months ended March 31, 2019 compared a total other income of $11.3 million for the three months ended March 31, 2018. This decrease is primarily the result of a decrease in the gain on the sales of rental property, net of approximately $21.4 million. This decrease is also attributable to an increase in interest expense of approximately $1.4 million which was primarily attributable to the funding of a new unsecured term loan on March 28, 2018 and July 27, 2018 and the funding of unsecured notes on June 13, 2018.

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.

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

33

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 March 31,
Reconciliation of Net Income to FFO (in thousands)	2019			2018
Net income	$	7,389		$	25,149
Rental property depreciation and amortization	42,229			39,892
Loss on impairments	5,344			2,934
Gain on the sales of rental property, net	(1,274		)	(22,689		)
FFO	53,688			45,286
Preferred stock dividends	(1,289		)	(2,448		)
Amount allocated to restricted shares of common stock and unvested units	(247		)	(217		)
FFO attributable to common stockholders and unit holders	$	52,152		$	42,621

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 income, which includes billings for common area maintenance, real estate taxes and insurance, 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.

The following table sets forth a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.

	Three months ended March 31,
Reconciliation of Net Income to NOI (in thousands)	2019			2018
Net income	$	7,389		$	25,149
General and administrative	9,212			8,748
Transaction costs	74			—
Depreciation and amortization	42,303			39,965
Interest and other income	(16		)	(6		)
Interest expense	12,834			11,392
Loss on impairments	5,344			2,934
Other expenses	325			291
Gain on the sales of rental property, net	(1,274		)	(22,689		)
Net operating income	$	76,191		$	65,784

Cash Flows

Comparison of the three months ended March 31, 2019 to the three months ended March 31, 2018

The following table summarizes our cash flows for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

	Three months ended March 31,					Change
Cash Flows (dollars in thousands)	2019		2018			$		%
Net cash provided by operating activities	$	47,150	$	41,974		$	5,176	12.3	%
Net cash used in investing activities	$	176,816	$	36,112		$	140,704	389.6	%
Net cash provided by (used in) financing activities	$	119,432	$	(16,277	)	$	135,709	833.7	%

Net cash provided by operating activitiesincreased$5.2 million to $47.2 million for the three months ended March 31, 2019 compared to $42.0 million for the three months ended March 31, 2018. The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after March 31, 2018, and operating performance at existing properties.

34

These increases were partially offset by the loss of cash flows from property dispositions completed after March 31, 2018 and fluctuations in working capital due to timing of payments and rental receipts.

Net cash used in investing activitiesincreased$140.7 million to $176.8 million for the three months ended March 31, 2019 compared to $36.1 million for the three months ended March 31, 2018. The increased cash outflow was primarily due to the acquisition of ten buildings for a total cash consideration of approximately $185.4 million for the three months ended March 31, 2019 compared to the acquisition of 6 buildings for a total cash consideration of approximately $78.8 million for the three months ended March 31, 2018. The increase is also attributable to a decrease in net proceeds from the sales of rental property, net related to the disposition of 5 buildings during the three months ended March 31, 2019 for net proceeds of approximately $16.6 million, compared to the three months ended March 31, 2018 where we sold two buildings for net proceeds of approximately $49.6 million.

Net cash provided by (used in) financing activitiesincreased$135.7 million to $119.4 million for the three months ended March 31, 2019 compared to $(16.3) million for the three months ended March 31, 2018. The increase is primarily attributable to proceeds from the sales of common stock of approximately $150.2 million and an increase of net cash inflow on our unsecured credit facility of approximately $68.0 million during the three months ended March 31, 2019 compared to the three months ended March 31, 2018. These increases were partially offset by a decrease in proceeds from unsecured term loans of approximately $75.0 million and an approximately $6.1 million increase in dividends paid during the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

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 March 31, 2019, we had total immediate liquidity of approximately $561.8 million, comprised of $7.9 million of cash and cash equivalents and $553.9 million of immediate availability on our unsecured credit facility and unsecured term loans.

In addition, we require funds for future dividends to be paid to our common and preferred stockholders and unit holders in the Operating Partnership. 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. The table below sets forth the dividends attributable to our outstanding common stock that had a record date during the three months ended March 31, 2019.

Month Ended 2019	Declaration Date	Record Date	Per Share		Payment Date
March 31	January 10, 2019	March 29, 2019	$	0.119167	April 15, 2019
February 28	January 10, 2019	February 28, 2019	0.119167		March 15, 2019
January 31	January 10, 2019	January 31, 2019	0.119167		February 15, 2019
Total			$	0.357501

On April 9, 2019, our board of directors declared the common stock dividends for the months ending April 30, 2019, May 31, 2019 and June 30, 2019 at a monthly rate of $0.119167 per share of common stock.

35

During the three months ended March 31, 2019, we declared quarterly cumulative dividends on the 6.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) at a rate equivalent to the fixed annual rate of $1.71875 per share. The table below sets forth the dividends on the Series C Preferred Stock during the three months ended March 31, 2019.

Quarter Ended 2019	Declaration Date	Series C Preferred Stock Per Share		Payment Date
March 31	January 10, 2019	$	0.4296875	April 1, 2019
Total		$	0.4296875

On April 9, 2019, our board of directors declared the Series C Preferred Stock dividends for the quarter ending June 30, 2019 at a quarterly rate of $0.4296875 per share.

Indebtedness Outstanding

The following table sets forth certain information with respect to our indebtedness outstanding as of March 31, 2019.

Loan	Principal Outstanding (in thousands)			Interest  Rate (1)(2)		Maturity Date	Prepayment Terms (3)
Unsecured credit facility:
Unsecured Credit Facility (4)	$	115,500		L + 0.90%		Jan-15-2023	i
Total unsecured credit facility	115,500
Unsecured term loans:
Unsecured Term Loan C	150,000			2.39	%	Sep-29-2020	i
Unsecured Term Loan B	150,000			3.05	%	Mar-21-2021	i
Unsecured Term Loan A	150,000			2.70	%	Mar-31-2022	i
Unsecured Term Loan D	150,000			2.85	%	Jan-04-2023	i
Unsecured Term Loan E (5)	—			3.92	%	Jan-15-2024	i
Total unsecured term loans	600,000
Less: Total unamortized deferred financing fees and debt issuance costs	(3,358		)
Total carrying value unsecured term loans, net	596,642
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	(2,413		)
Total carrying value unsecured notes, net	572,587
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan	52,763			4.31	%	Dec-1-2022	iii
Thrivent Financial for Lutherans	3,767			4.78	%	Dec-15-2023	iv
Total mortgage notes	56,530
Add: Total unamortized fair market value premiums	48
Less: Total unamortized deferred financing fees and debt issuance costs	(469		)
Total carrying value mortgage notes, net	56,109
Total / weighted average interest rate (6)	$	1,340,838		3.56	%

(1) Interest rate as of March 31, 2019. At March 31, 2019, the one-month LIBOR (“L”) was 2.49450%. The interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating, as defined in the respective loan agreements.

(2) As of March 31, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.

(3) Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased; and (iv) pre-payable without penalty three months prior to the maturity date.

(4) The capacity of the unsecured credit facility is $500.0 million.

(5) Capacity of $175.0 million, which we have until July 25, 2019 to draw.

(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 million of debt that was in effect as of March 31, 2019, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

36

The aggregate undrawn nominal commitments on the unsecured credit facility and unsecured term loans as of March 31, 2019 was approximately $553.9 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.

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 March 31, 2019, we were in compliance with the applicable financial covenants.

The chart below details our debt capital structure as of March 31, 2019.

Debt Capital Structure	March 31, 2019
Total principal outstanding (in thousands)	$	1,347,030
Weighted average duration (years)	4.4
% Secured debt	4		%
% Debt maturing next 12 months	—		%
Net Debt to Real Estate Cost Basis (1)	37		%

(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

The table below sets forth our outstanding preferred stock issuances as of March 31, 2019.

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 andrights 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.

Subsequent to March 31, 2019, on April 30, 2019, we filed Articles of Amendment to our Articles of Amendment and Restatement to increase the number of authorized shares of our preferred stock from 15,000,000 to 20,000,000.

Common Stock

The following sets forth our at-the-market (“ATM”) common stock offering programs as of March 31, 2019. 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 March 31, 2019 (in thousands)
2019 $600 million ATM	February 14, 2019	$	600,000	$	449,811

Subsequent to March 31, 2019, on April 30, 2019, we filed Articles of Amendment to our Articles of Amendment and Restatement to increase the number of authorized shares of our common stock from 150,000,000 to 300,000,000.

37

The table below sets forth the activity for the ATM common stock offering programs during the three months ended March 31, 2019 (in thousands, except share data).

	Three months ended March 31, 2019
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2019 $600 million ATM	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887
Total/weighted average	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887

Subsequent to March 31, 2019, on April 4, 2019, we completed an underwritten public offering of 7,475,000 shares of common stock (including 975,000 shares issued pursuant to the underwriters’ option to purchase additional shares) at a price to the underwriters of $28.72 per share. We received net proceeds from the sale of common stock in the offering of approximately $214.7 million.

Noncontrolling Interest

We own our interests in all of our properties and conduct substantially all of our business through the Operating Partnership. We are the sole member of the sole general partner of the Operating Partnership. As of March 31, 2019, we owned approximately 96.7% of the 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 3.3%.

Interest Rate Risk

We use interest rate swaps to fix the rate of our variable rate debt. As of March 31, 2019, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.

We recognize all derivatives on the balance sheet at fair value. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (loss), which is a component of equity. Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense.

We have established criteria for suitable counterparties in relation to various specific types of risk. We only use counterparties that have a credit rating of no lower than investment grade at swap inception from Moody’s Investor Services, Standard & Poor’s, or Fitch Ratings or other nationally recognized rating agencies.

38

The following table details our outstanding interest rate swaps as of March 31, 2019.

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	$	235		1.3300	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Jul-01-2013	$	50,000	$	316		1.6810	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Aug-01-2013	$	25,000	$	153		1.7030	%	One-month L	Feb-14-2020
Regions Bank	Sep-30-2013	Feb-03-2014	$	25,000	$	90		1.9925	%	One-month L	Feb-14-2020
The Toronto-Dominion Bank	Oct-14-2015	Sep-29-2016	$	25,000	$	342		1.3830	%	One-month L	Sep-29-2020
PNC Bank, N.A.	Oct-14-2015	Sep-29-2016	$	50,000	$	678		1.3906	%	One-month L	Sep-29-2020
Regions Bank	Oct-14-2015	Sep-29-2016	$	35,000	$	477		1.3858	%	One-month L	Sep-29-2020
U.S. Bank, N.A.	Oct-14-2015	Sep-29-2016	$	25,000	$	338		1.3950	%	One-month L	Sep-29-2020
Capital One, N.A.	Oct-14-2015	Sep-29-2016	$	15,000	$	202		1.3950	%	One-month L	Sep-29-2020
Royal Bank of Canada	Jan-08-2015	Mar-20-2015	$	25,000	$	256		1.7090	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Mar-20-2015	$	25,000	$	255		1.7105	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Sep-10-2017	$	100,000	$	18		2.2255	%	One-month L	Mar-21-2021
Wells Fargo, N.A.	Jan-08-2015	Mar-20-2015	$	25,000	$	243		1.8280	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jan-08-2015	Feb-14-2020	$	25,000	$	(204	)	2.4535	%	One-month L	Mar-31-2022
Regions Bank	Jan-08-2015	Feb-14-2020	$	50,000	$	(430	)	2.4750	%	One-month L	Mar-31-2022
Capital One, N.A.	Jan-08-2015	Feb-14-2020	$	50,000	$	(487	)	2.5300	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
Royal Bank of Canada	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
Wells Fargo, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	50,000	$	539		1.8475	%	One-month L	Jan-04-2023
The Toronto-Dominion Bank	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9180	%	One-month L	Jan-12-2024
PNC Bank, N.A.	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,699	)	2.9190	%	One-month L	Jan-12-2024
Bank of Montreal	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9190	%	One-month L	Jan-12-2024
U.S. Bank, N.A.	Jul-24-2018	Jul-26-2019	$	25,000	$	(848	)	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 March 31, 2019, the fair value of 18 of our interest rate swaps were in an asset position of approximately $5.2 million and the fair value of seven of our interest rate swaps were in a liability position of approximately $7.1 million, including any adjustment for nonperformance risk related to these agreements.

As of March 31, 2019, we had $715.5 million of variable rate debt. As of March 31, 2019, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Off-balance Sheet Arrangements

As of March 31, 2019, we had letters of credit related to development projects and certain other agreements of approximately $5.6 million and a development commitment related to a building expansion under a tenant lease of approximately $9.8 million. As of March 31, 2019, we had no other material off-balance sheet arrangements.

Item 3.  Quantitativeand 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 March 31, 2019, we had $715.5 million of variable rate debt outstanding. As of March 31, 2019, all of our outstanding variable rate debt, with the exception of $115.5 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

39

on our unhedged variable rate debt, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. Further, rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. If interest rates increased by 100 basispoints and assuming we had an outstanding balance of $115.5 million on our unsecured credit facility (the portion outstanding at March 31, 2019 not fixed by interest rate swaps) for the three months ended March 31, 2019, our interest expense would have increased by approximately $0.3 million for the three months ended March 31, 2019.

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 March 31, 2019. 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 March 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

40

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, 2018 filed with the SEC on February 13, 2019.

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

Recent Sales of Unregistered Equity Securities

During the quarter ended March 31, 2019, the Operating Partnership issued (i) 364,173 long term incentive plan units (“LTIP units”) pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”), and (ii) 202,173 common units in the Operating Partnership upon exchange of outstanding LTIP units. Subject to certain restrictions, common units in the Operating Partnership may be redeemed for cash in an amount equal to the value of a share of common stock or, at our election, for a share of common stock on a one-for-one basis.

During the quarter ended March 31, 2019, we issued 439,071 shares of common stock upon redemption of 439,071 common units in the Operating Partnership held by various limited partners.  The issuance of such shares of common stock was either registered under the Securities Act or effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder. We relied on the exemption based on representations given by the holders of the common units.

All other issuances of unregistered securities during the quarter ended March 31, 2019, if any, have previously been disclosed in filings with the SEC.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1, 2019 - January 31, 2019	58,697	$	24.60	—	$	—
February 1, 2019 - February 28, 2019	—	$	—	—	$	—
March 1, 2019 - March 31, 2019	—	$	—	—	$	—
Total/weighted average	58,697	$	24.60	—	$	—

(1) Reflects shares surrendered to the Company for payment of tax withholdings obligations in connection with the vesting of shares of common stock issued pursuant to the 2011 Plan, as amended and restated. The average price paid reflects the average market value of shares withheld for tax purposes.

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Mine SafetyDisclosures

Not applicable.

41

Item 5.  Other Information

As of the quarter ended March 31, 2019, all items required to be disclosed in a Current Report on Form 8-K were reported under Form 8-K.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Articles of Amendment

On April 30, 2019, we filed Articles of Amendment to our Articles of Amendment and Restatement with the State Department of Assessments and Taxation of the State of Maryland, increasing the number of authorized shares of our common stock from 150,000,000 to 300,000,000 and the number of authorized shares of our preferred stock from 15,000,000 to 20,000,000. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 3.1.

42

Item 6.  Exhibits

Exhibit Number	Description of Document
3.1 *	Articles of Amendment of STAG Industrial, Inc.
10.1 *	Consulting Agreement with Peter S. Fearey, dated as of February 21, 2019
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 *	The following materials from STAG Industrial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 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.

43

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: April 30, 2019	BY:	/s/ WILLIAM R. CROOKER
		William R. Crooker
		Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)

44

EX-3.1

Exhibit 3.1

STAG INDUSTRIAL, INC.

ARTICLES OF AMENDMENT

April 30, 2019

STAG Industrial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: Section 5.1 of Article V of the Articles of Amendment and Restatement of the Corporation filed with the Department on April 7, 2011 (as amended and supplemented to date and as may be amended and supplemented from time to time, the “Charter”) is hereby amended to increase the number of shares of stock that the Corporation has authority to issue to 320,000,000shares of stock, the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Corporation has authority to issue to 300,000,000, the number of shares of preferred stock, $0.01 par value per share (the “Preferred Stock”), that the Corporation has authority to issue to 20,000,000, and the aggregate par value of all authorized shares of stock having par value to $3,200,000.

SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 165,000,000 shares of stock, consisting of 150,000,000 shares of Common Stock, $0.01 par value per share, and 15,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $1,650,000.

THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 320,000,000 shares of stock, consisting of 300,000,000 shares of Common Stock, $0.01 par value per share, and 20,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $3,200,000.

FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.

FIFTH: The foregoing amendment of the Charter has been approved by the Board of Directors of the Corporation in the manner and by the vote required by law and is limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.

SIXTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters of facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Executive Vice President, General Counsel and Secretary as of the date first written above.

STAG INDUSTRIAL, INC.
By:	/s/ Benjamin S. Butcher
Name:	Benjamin S. Butcher
Title:	Chairman of the Board, Chief Executive Officer and President

ATTEST:

STAG INDUSTRIAL, INC.
By:	/s/ Jeffrey M. Sullivan
Name:	Jeffrey M. Sullivan
Title:	Executive Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is made by and between STAG INDUSTRIAL, INC., a Maryland corporation, and STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (collectively, the “Company”), and PETER S. FEAREY (“Executive”). The Company and the Executive are referred to herein as the “Parties.”

WHEREAS, Executive voluntarily resigned from employment with the Company effective as of February 15, 2019, in order to pursue other professional opportunities; and

WHEREAS, the Company previously granted Executive equity incentive or compensation awards that are currently outstanding and unvested (the “Equity Awards”) and that, but for this Agreement, would be forfeited upon Executive’s resignation from the Company; and

WHEREAS, the Company desires to engage Executive to provide consulting services to the Company during the period beginning February 15, 2019 through December 31, 2019 (the “Consulting Period”) in accordance with the terms of this Agreement; and

WHEREAS, the Company is willing to enter into this Agreement in consideration for Executive’s agreement to provide consulting services during the Consulting Period, Executive’s agreement to provide a release of claims, etc. as provided in Paragraph 6 of this Agreement and Executive’s agreement to cancel or forfeit certain Equity Awards as provided in Paragraph 5; and

WHEREAS, Executive is willing to enter into this Agreement and to provide consulting services during the Consulting Period, to provide Executive’s release of claims, etc. as provided in Paragraph 6 of this Agreement and to cancel or forfeit certain Equity Awards as provided in Paragraph 5 in consideration for the right to vest in certain Equity Awards as provided in Paragraph 4;

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Separation of Employment. Executive’s employment with the Company terminated effective February 15, 2019 (the “Separation Date”). Executive’s employment with the Company terminated on account of Executive’s voluntary resignation without “Good Reason” (as defined in that certain Executive Employment Agreement between Executive and the Company dated effective February 25, 2016 (the “Employment Agreement”) and the agreements evidencing the Equity Awards. Executive will have no right to employment with the Company after the Separation Date and the Company will have no obligation to employ Executive after the Separation Date. Except as required by applicable law, Executive shall not be entitled to participate in any benefit plans or programs provided to employees of the Company following the Separation Date.

2.Accrued Obligations/Acknowledgment of Full Payment. Whether or not Executive signs this Agreement:

(a)Executive will be paid (i) all accrued base salary that is unpaid on the Separation Date, (ii) any awarded Bonus (as defined in the Employment Agreement) for the most recently completed fiscal year that is unpaid on the Separation Date and (iii) all accrued but unused vacation days as of the Separation Date that are payable in accordance with the Company’s vacation policy. Such amounts, less applicable withholdings and deductions, shall be paid after the Separation Date in accordance with the Company’s regular payroll schedule;

(b)the Company will continue Executive’s group health and dental insurance benefits and the Company’s group life and disability insurance benefits through February 28, 2019;

(c)Executive will be reimbursed for any legitimate business expenses incurred through the Separation Date, which shall be paid in accordance with the Company’s expense reimbursement policy; and

(d)Executive will continue to have the rights afforded a terminated employee under the employee benefit plans of the Company in which Executive participates or participated.

The payments and benefits described in Paragraph 2(a), (b), (c) and (d) collectively shall be defined as “Accrued Obligations.”

3.Consulting Services. In exchange for the right to vest in certain Equity Awards as provided in Paragraph 4 and the Company’s covenants, representations and waivers herein, Executive agrees to provide consulting services to the Company during the Consulting Period. Subject to clauses (a), (b), (c) and (d) below, Executive shall personally provide advice and assistance to the Company with respect to such matters as may be assigned to Executive by the President of the Company.

(a)From the Separation Date and through March 15, 2019, Executive shall be available to provide such services in the Company’s office for one-half day per week (if requested to do so by the President of the Company).

(b)After March 15, 2019 and through June 30, 2019, Executive shall be available (either by phone or in person) to provide such services to the Company for ten hours per month (if requested to do so by the President of the Company).

(c)From July 1, 2019 through October 31, 2019, Executive shall be available by phone to provide such services to the Company for five hours per month (if requested to do so by the President of the Company).

(d)From November 1, 2019 through the end of the Consulting Period Executive shall be available by phone to provide such services to the Company for one hour per month (if requested to do so by the President of the Company).

The Parties agree that Executive will provide the consulting services to the Company as an independent contractor and not as an employee of the Company and nothing in this Agreement shall be construed to create the relationship of employer and employee between the Parties. Executive agrees to exercise his best efforts to perform the consulting services in accordance with applicable law and with a high degree of competence, with good faith and in an exemplary fashion and in a manner intended to promote and preserve the goodwill and reputation of the Company. Executive agrees that he is not entitled to any compensation or benefits in connection with his performance of the consulting services except as provided in Paragraph 4.

4.Equity Award Vesting. In exchange for Executive executing this Agreement and Executive’s covenants, representations and waivers herein (including Executive’s agreement to cancel or forfeit certain Equity Awards as provided in Paragraph 5, Executive’s release as provided in Paragraph 6 and Executive's continuing obligations referenced in Paragraph 8), the Company agrees that Executive shall have the right to vest in certain Equity Awards, subject to Executive providing consulting services to the Company in accordance with Paragraph 3 until the applicable vesting date and otherwise complying with this Agreement.

(a)With respect to the LTIP Units granted to Executive on February 22, 2016, Executive shall vest in 414 LTIP Units on each of March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019.

(b)With respect to the LTIP Units granted to Executive on January 6, 2017 (the “2017 LTIPAward”) Executive shall vest in 405 LTIP Units on each of March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019.

(c)With respect to the LTIP Units granted to Executive on January 5, 2018 (the “2018 LTIP Award”) Executive shall vest in 599 LTIP Units on March 31, 2019, 599 LTIP Units on June 30, 2019, 598 LTIP Units on September 30, 2019 and 599 LTIP Units on December 31, 2019.

(d)With respect to the shares of restricted stock granted to Executive on January 7, 2019, Executive shall vest in 7,128 shares on December 31, 2019.

Without liming the generality of Paragraph 11, any LTIP Units or shares of restricted stock that have not vested on or before Executive fails to provide consulting services in accordance with Paragraph 3 shall be forfeited on the date that Executive fails to provide such services.

5.Equity Award Forfeiture. In exchange for the right to vest in certain Equity Awards as provided in Paragraph 4 and the Company’s covenants, representations and waivers herein, Executive agrees that Executive shall forfeit his rights under certain Equity Awards as follows:

(a)Shares of restricted stock granted to Executive on January 8, 2016 that are scheduled to vest after December 31, 2019 shall be forfeited and cancelled effective as of the Separation Date;

(c)All of the Performance Award Share Units granted to Executive on January 6, 2017 shall be forfeited and cancelled effective as of the Separation Date;

(d)All of the Performance Award Share Units granted to Executive on January 5, 2018 shall be forfeited and cancelled effective as of the Separation Date;

(e)All of the Performance Award Share Units granted to Executive on January 7, 2019 shall be forfeited and cancelled effective as of the Separation Date; and

(f)All of the LTIP Units granted to Executive on January 7, 2019 shall be forfeited and cancelled effective as of the Separation Date.

In addition, unless the Parties agree to extend the Consulting Period in a writing signed by the Parties, LTIP Units granted under the 2017 LTIP Award or the 2018 LTIP Award that are scheduled to vest after December 31, 2019 shall be forfeited and cancelled effective December 31, 2019.

6.Release. Executive, on Executive’s own behalf and on behalf of Executive’s heirs, administrators, representatives, executors, successors, and assigns (collectively, the “Executive Releasors”), does hereby irrevocably and unconditionally release, acquit, and fully and forever discharge the Company, together with its current, former and future parents, subsidiaries, affiliates, divisions, predecessors, successors, assigns and business entities, and its current, former or future trustees, officers, directors, owners, stockholders, partners, members, agents, employees, insurers and reinsurers, and employee benefit plans (and the trustees, administrators, fiduciaries, insurers and reinsurers of such plans), including without limitation all persons acting by, through, under, or in concert with any of them, and their heirs, executors, administrators, predecessors, successors and assigns (collectively, the “Released Parties”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state, or local law that the Executive Releasors had, now have, or may hereafter claim to have had against each or any of the Released Parties by reason of any matter, cause, or thing occurring, done, or omitted to be done from the beginning of the world until the date hereof, including claims relating to the Employment Agreement, Executive’s employment with the Company or termination from employment. Without limitation, this Agreement includes a knowing and voluntary waiver of any and all rights, claims, and causes of action for discrimination based upon race, color, ethnicity, sex, national origin, religion, disability, and age (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act (“ADEA”), Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Wage Act, the Massachusetts Earned Sick Time Act; and any other federal, state, or local anti-discrimination law) or any other unlawful criterion or circumstance, and any claims arising under common law, including breach of contract claims relating to Executive’s prior employment with any Released Party, including

a full release of any and all claims under the Employment Agreement. Nothing in this Agreement is intended to interfere with Executive’s right to receive the Accrued Obligations or to vest in certain Equity Awards in accordance with Paragraph 4.

Nothing in this Agreement is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission or similar state agency in connection with any claim Executive believes Executive may have against the Released Parties. However, by executing this Agreement, the Executive hereby waives the right to any individual relief, including the right to recover monetary damages, in any proceeding that the Executive may bring before the Equal Employment Opportunity Commission or any state human rights commission or in any proceeding brought by the Equal Employment Opportunity Commission or any state human rights commission on the Executive’s behalf. In addition, this Agreement is not intended to interfere with the Executive’s right to challenge that this waiver of any and all ADEA claims pursuant to this Agreement is a knowing and voluntary waiver, although the Executive, by signing below, specifically represents to the Company that Executive has entered into this Agreement knowingly and voluntarily.

Executive acknowledges that this Agreement does not constitute an admission by any of the Released Parties of any unlawful acts or of any violation of federal, state, or local laws. The Parties to this Agreement expressly deny any such unlawful act or violation.

The Executive acknowledges and agrees that, if Executive should hereafter make any claim or demand or commence or threaten to commence any action, claim, or proceeding against the Released Parties with respect to any cause, matter, or thing which is the subject of the release under Paragraph 4 of this Agreement, this Agreement may be raised as a complete bar to any such action, claim, or proceeding, and the applicable Released Party may recover from the Executive all expenses and costs incurred in connection with such action, claim, or proceeding, including attorneys’ fees.

In addition, for purposes of this Agreement, Executive represents that Executive is not aware of any claims against the Released Parties. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the general release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

7.Acknowledgements and Representations. Executive acknowledges and agrees that except for the Accrued Obligations and the vesting of certain Equity Awards in accordance with Paragraph 4, Executive has received full payment for any and all compensation and/or benefits owed, and has no rights to any other salary, benefits, incentive compensation, vacation or sick pay, commissions, overtime, bonuses, equity, or other form of compensation or remuneration, or expense reimbursement from the Company. Executive represents that, as of the date of this Agreement, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency or in any arbitral forum.

8.Continuing Obligations. Executive acknowledges and reaffirms Executive’s commitment to comply with the surviving provisions of the Employment Agreement, including: Section 9 (“Confidentiality”), Section 10 (“Interference with Business Relations”), Section 11 (“Injunctive Relief”); Section 12 (“Agreement to Arbitrate”); Section 13 (“General Provisions”); and Section 14 (“Entire Agreement”).

9.Period of Consideration and Right to Revoke. The Company hereby advises Executive that he should consult with an attorney prior to executing this Agreement. Executive acknowledges and understands that he has had at least twenty-one (21) days to consider this Agreement and his decision to enter into it. In addition, Executive has a period of seven (7) days following the execution of this Agreement during which he may revoke this Agreement by sending written notification of such revocation to the Company. Should Executive exercise his right to revoke during the seven-day revocation period, this entire Agreement will become null and void, and neither Executive nor Company will have any rights or obligations under it. If Executive does not revoke the Agreement within seven (7) days, it will become effective and enforceable on the eighth day after Executive signs it.

10.Section 16. Executive acknowledges that he will be subject to Section 16 of the Securities Exchange Act of 1934, as amended, for up to a 6-month period after the Separation Date with respect to certain matters such as the short-swing profit rule.

11.Enforcement. Executive agrees that Executive’s breach of the covenants referenced in Paragraph 8 of this Agreement, relating to the surviving covenants in the Employment agreement, shall result in Executive’s forfeiture of the Equity Awards that vest or otherwise may vest in accordance with Paragraph 4. Executive further acknowledges that the Company’s remedies at law for a breach or threatened breach of any of the covenants referenced in Paragraph 8 of this Agreement would be inadequate and, in recognition of this fact, Executive agrees that in the event of such a breach or threatened breach, in addition to any other available remedies, the Company, without the necessity of posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

12.Section 409A. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Company and without requiring Executive’s consent, in such manner as the Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising this discretion, the Company shall modify this Agreement in the least restrictive manner necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A.

With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

Executive agrees and acknowledges that he and his counsel have had the opportunity to assess the tax consequences of this Agreement and the payments to be provided under it and that he shall be solely responsible for all tax consequences. Executive further acknowledges and agrees that the Company has no obligation to indemnify or otherwise reimburse or provide additional compensation or benefits to Executive for any penalties, interest, or adverse tax consequences arising under Section 409A.

13.Waiver. The failure of either Party to insist upon strict performance of any of the terms or provisions of this Agreement or to exercise any rights or remedies contained in this Agreement shall not be construed as a waiver or as a relinquishment for the future of such terms, provisions, rights, or remedies. Neither this Agreement nor any of its provisions may be changed, waived, or discharged, except by an instrument in writing signed by all Parties.

14.Governing Law. It is the intent of the Parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the Parties shall be determined in accordance with the applicable provisions of the laws of the Commonwealth of Massachusetts regardless of Massachusetts’ choice of law provisions.

15.Arbitration. The Parties agree that Section 12 of the Employment Agreement (“Agreement to Arbitrate”) is incorporated in this Paragraph 15 by reference and the Parties expressly agree that all disputes or controversies arising out of this Agreement, its performance, or the alleged breach thereof, if not disposed of by

agreement, shall be resolved by arbitration in accordance with this Paragraph 15. Either Party must demand such arbitration only within three (3) months after the controversy arises by sending a notice of demand to arbitrate to the American Arbitration Association, with a copy thereof to the other Party.

16.Entire Agreement/Amendments. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and may be amended or modified only by a writing signed by the Parties. If any term of this Agreement, or the application hereof to any person, entity, or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

17.Method of Acceptance; Signatures. This Agreement cannot be accepted or executed by Executive prior to the Separation Date. This Agreement may be executed in one or more counterparts, and each counterpart shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Any Party’s signature on this Agreement that is transmitted by facsimile or electronic means shall be deemed to be an original.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Separation and General Release Agreement.

STAG INDUSTRIAL, INC.

Date: 2/21/19 By:/s/ Benjamin S. Butcher

Benjamin S. Butcher

Chief Executive Officer and President

STAG INDUSTRIAL OPERATING

PARTNERSHIP, L.P.

By: STAG Industrial GP, LLC, its general partner

By: STAG Industrial, Inc., its sole member

Date: 2/21/19 By:/s/ Benjamin S. Butcher

Benjamin S. Butcher

Chief Executive Officer and President

Date: 2/21/19 By: /s/ Peter S. Fearey

Peter S. Fearey

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Benjamin S. Butcher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2019	/s/ BENJAMIN S. BUTCHER
	Benjamin S. Butcher Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William R. Crooker, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAG Industrial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2019	/s/ WILLIAM R. CROOKER
	William R. Crooker Chief Financial Officer, Executive Vice President and Treasurer

EX-32.1

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of STAG Industrial, Inc. on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of STAG Industrial, Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that:

(1) the Report, containing the financial statements, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of STAG Industrial, Inc.

Date: April 30, 2019	/s/ BENJAMIN S. BUTCHER
	Benjamin S. Butcher Chairman, Chief Executive Officer and President
	/s/ WILLIAM R. CROOKER
	William R. Crooker Chief Financial Officer, Executive Vice President and Treasurer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 29, 2019
Document and Entity Information
Entity Registrant Name	STAG Industrial, Inc.
Entity Central Index Key	0001479094
Document Period End Date	Mar. 31, 2019
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		125,652,464
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Rental Property:
Land	$ 377,530	$ 364,023
Buildings and improvements, net of accumulated depreciation of $321,010 and $316,930, respectively	2,392,547	2,285,663
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively	348,439	342,015
Total rental property, net	3,118,516	2,991,701
Cash and cash equivalents	7,857	7,968
Restricted cash	4,451	14,574
Tenant accounts receivable	44,928	42,236
Prepaid expenses and other assets	42,503	36,902
Interest rate swaps	5,214	9,151
Operating lease right-of-use assets	16,005	0
Total assets	3,239,474	3,102,532
Liabilities:
Unsecured credit facility	115,500	100,500
Unsecured term loans, net	596,642	596,360
Unsecured notes, net	572,587	572,488
Mortgage notes, net	56,109	56,560
Accounts payable, accrued expenses and other liabilities	41,381	45,507
Interest rate swaps	7,060	4,011
Tenant prepaid rent and security deposits	21,254	22,153
Dividends and distributions payable	15,846	13,754
Deferred leasing intangibles, net of accumulated amortization of $10,394 and $12,764, respectively	20,468	21,567
Operating lease liabilities	17,786	0
Total liabilities	1,464,633	1,432,900
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
Common stock, par value $0.01 per share, 150,000,000 shares authorized, 118,174,102 and 112,165,786 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	1,182	1,122
Additional paid-in capital	2,266,695	2,118,179
Cumulative dividends in excess of earnings	(621,225)	(584,979)
Accumulated other comprehensive income (loss)	(2,253)	4,481
Total stockholders’ equity	1,719,399	1,613,803
Noncontrolling interest	55,442	55,829
Total equity	1,774,841	1,669,632
Total liabilities and equity	3,239,474	3,102,532
Series C Preferred Stock
Preferred stock, par value $0.01 per share, 15,000,000 shares authorized,
Preferred stock	$ 75,000	$ 75,000

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Building and Improvements	$ 321,010	$ 316,930
Deferred leasing intangibles assets, accumulated amortization	224,740	246,502
Deferred leasing intangibles liabilities, accumulated amortization	$ 10,394	$ 12,764
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000,000	15,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common Stock, shares, issued	112,165,786	112,165,786
Common stock, shares outstanding	112,165,786	112,165,786
Series C Preferred Stock
Preferred stock, shares issued	3,000,000	3,000,000
Preferred stock, shares outstanding	3,000,000	3,000,000
Preferred stock, liquidation preference (in dollars per share)	$ 25.00	$ 25.00

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues [Abstract]
Rental income	$ 95,615	$ 83,127
Other income	87	156
Total revenue	95,702	83,283
Expenses
Property	19,511	17,499
General and administrative	9,212	8,748
Depreciation and amortization	42,303	39,965
Loss on impairments	5,344	2,934
Other expenses	399	291
Total expenses	76,769	69,437
Other income (expense)
Interest and other income	16	6
Interest expense	(12,834)	(11,392)
Gain on the sales of rental property, net	1,274	22,689
Total other income (expense)	(11,544)	11,303
Net income	7,389	25,149
Less: income attributable to noncontrolling interest after preferred stock dividends	214	954
Net income attributable to STAG Industrial, Inc.	7,175	24,195
Less: preferred stock dividends	1,289	2,448
Less: amount allocated to participating securities	79	71
Net income attributable to common stockholders	$ 5,807	$ 21,676
Weighted average common shares outstanding — basic	114,721	97,021
Weighted average common shares outstanding — diluted	114,993	97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$ 0.05	$ 0.22
Net income per share attributable to common stockholders — diluted	$ 0.05	$ 0.22

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 7,389	$ 25,149
Other comprehensive income (loss):
Income (loss) on interest rate swaps	(6,978)	7,723
Other comprehensive income (loss)	(6,978)	7,723
Comprehensive income	411	32,872
Income attributable to noncontrolling interest after preferred stock dividends	(214)	(954)
Other comprehensive (income) loss attributable to noncontrolling interest	244	(325)
Comprehensive income attributable to STAG Industrial, Inc.	$ 441	$ 31,593

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	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
Balance at Dec. 31, 2017	$ 1,410,307	$ 145,000	$ 970	$ 1,725,825	$ (516,691)	$ 3,936	$ 1,359,040	$ 51,267
Balance (in shares) at Dec. 31, 2017			97,012,543
Increase (Decrease) in Stockholders' Equity
Cumulative effect on retained earnings					(258)	247	(11)	11
Offering costs	(107)			(107)			(107)
Dividends, Common Stock					36,966
Dividends							36,966
Dividends and Distributions, Net	38,779
Distribution Made to Limited Partner, Cash Distributions Declared								1,813
Non-cash compensation activity, net	706			(855)			(1,391)	2,097
Non-cash compensation activity (in shares)			71,373
Non-cash compensation activity (in excess of earnings)			$ (1)		(537)
Redemption of common units to common stock			$ 1	1,823			1,824	(1,824)
Redemption of common units to common stock (in shares)			145,672
Rebalancing of noncontrolling interest				(2,059)			(2,059)	2,059
Other comprehensive loss	7,723					7,398	7,398	325
Net income	25,149				24,195		24,195	954
Balance at Mar. 31, 2018	1,404,999	145,000	$ 972	1,724,627	(530,257)	11,581	1,351,923	53,076
Balance (in shares) at Mar. 31, 2018			97,229,588
Balance at Dec. 31, 2017	1,410,307	145,000	$ 970	1,725,825	(516,691)	3,936	1,359,040	$ 51,267
Balance (in shares) at Dec. 31, 2017			97,012,543
Increase (Decrease) in Stockholders' Equity
Redemption of common units to common stock (in shares)								0
Balance at Dec. 31, 2018	1,669,632	75,000	$ 1,122	2,118,179	(584,979)	4,481	1,613,803	$ 55,829
Balance (in shares) at Dec. 31, 2018			112,165,786
Increase (Decrease) in Stockholders' Equity
Cumulative effect on retained earnings	(214)				(214)		(214)
Proceeds from sales of common stock	150,189		$ 55	150,134			150,189
Proceeds from sales of common stock (in shares)			5,441,409
Offering costs	(1,660)			(1,660)			(1,660)
Dividends, Common Stock					42,834
Dividends							42,834
Dividends and Distributions, Net	44,380
Distribution Made to Limited Partner, Cash Distributions Declared								1,546
Non-cash compensation activity, net	863			(1,133)			(1,505)	2,368
Non-cash compensation activity (in shares)			127,836
Non-cash compensation activity (in excess of earnings)			$ (1)		(373)
Redemption of common units to common stock			$ 4	6,024			6,028	$ (6,028)
Redemption of common units to common stock (in shares)			439,071					0
Rebalancing of noncontrolling interest				(4,849)			(4,849)	$ 4,849
Other comprehensive loss	(6,978)					(6,734)	(6,734)	(244)
Net income	7,389				7,175		7,175	214
Balance at Mar. 31, 2019	$ 1,774,841	$ 75,000	$ 1,182	$ 2,266,695	$ (621,225)	$ (2,253)	$ 1,719,399	$ 55,442
Balance (in shares) at Mar. 31, 2019			118,174,102.000

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income	$ 7,389	$ 25,149
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,303	39,965
Loss on impairments	5,344	2,934
Non-cash portion of interest expense	618	534
Amortization of above and below market leases, net	961	1,207
Straight-line rent adjustments, net	(2,256)	(2,781)
Dividends on forfeited equity compensation	6	7
Gain on the sales of rental property, net	(1,274)	(22,689)
Non-cash compensation expense	2,278	2,220
Change in assets and liabilities:
Tenant accounts receivable	(859)	848
Prepaid expenses and other assets	(2,686)	(5,531)
Accounts payable, accrued expenses and other liabilities	(3,775)	(2,720)
Tenant prepaid rent and security deposits	(899)	2,831
Total adjustments	39,761	16,825
Net cash provided by operating activities	47,150	41,974
Cash flows from investing activities:
Acquisitions of land and buildings and improvements	(159,969)	(67,077)
Additions of land and building and improvements	(5,058)	(6,317)
Acquisitions of other assets	1,049	0
Proceeds from sales of rental property, net	16,602	49,631
Acquisition deposits, net	(2,997)	(605)
Acquisitions of deferred leasing intangibles	(24,345)	(11,744)
Net cash used in investing activities	(176,816)	(36,112)
Cash flows from financing activities:
Proceeds from unsecured credit facility	208,000	110,000
Repayment of unsecured credit facility	(193,000)	(163,000)
Proceeds from unsecured term loans	0	75,000
Repayment of mortgage notes	(481)	(462)
Payment of loan fees and costs	0	(3)
Dividends and distributions	42,288	36,200
Proceeds from sales of common stock	150,189	0
Dividends and distributions	(1,444)	(1,524)
Offering costs	(1,544)	(88)
Net cash provided by (used in) financing activities	119,432	(16,277)
Decrease in cash and cash equivalents and restricted cash	(10,234)	(10,415)
Cash and cash equivalents and restricted cash—beginning of period	22,542	28,129
Cash and cash equivalents and restricted cash—end of period	12,308	17,714
Supplemental disclosure:
Cash paid for interest, net of capitalized interest	10,449	11,057
Supplemental schedule of non-cash investing and financing activities
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities	(1,094)	1,908
Additions to building and other capital improvements from non-cash compensation	(14)	(4)
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities	(116)	(90)
Leases cumulative effect adjustment	(214)	0
Dividends and distributions payable	$ 15,846	$ 14,460

XML

Organization and Description of Business

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

OrganizationandDescription 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 March 31, 2019 and December 31, 2018, the Company owned a 96.7% and 96.5%, 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 March 31, 2019, the Company owned 395 buildings in 38 states with approximately 78.2 million rentable square feet, consisting of 328 warehouse/distribution buildings, 58 light manufacturing buildings, and nine flex/office buildings. The Company’s buildings were approximately 95.2% leased to 359 tenants as of March 31, 2019.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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, 2018.

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 and restated (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.

New Accounting Standards and Reclassifications

New Accounting Standards Adopted

In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, Revenue from Contracts with Customers. Otherwise, the company should account for the combined component as an operating lease in accordance with Topic 842. In December 2018, the FASB issued ASU 2018-20 which amends Topic 842, Leases, and allows lessors to continue to exclude from revenue the lessor costs that are paid by lessees directly to third parties. The Company adopted Topic 842 on January 1, 2019, using the practical expedient, and it did not have a material impact on the Company’s consolidated financial statements. The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-lease components and associated lease components are the same, and that the lease components, if accounted for separately, would be classified as an operating lease. Accordingly, the Company has made an accounting policy election to recognize the combined component in accordance with Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and various subsequent ASU’s, which set 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 superseded 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 determines 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 are accounted for similar to the previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to the previous guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 impacted the Company’s consolidated financial statements as the Company has ground leases and its corporate office lease for which it is the lessee, which resulted in the recording of a right-of-use asset and the related lease liability.

The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective transition method. The adoption of this standard resulted in a cumulative effect adjustment of approximately $0.2 million recorded as an increase to cumulative dividends in excess of earnings as of January 1, 2019 in the accompanying Consolidated Statements of Equity. The cumulative effect adjustment related to initial direct costs of leases where the Company is the lessor and that, as of January 1, 2019, had not begun to amortize and are no longer allowed to be capitalized under the new standard. On January 1, 2019, the Company recognized operating lease right-of-use assets of approximately $16.3 million and related operating lease liabilities of approximately $18.0 million on the accompanying Consolidated Balance Sheets, related to the leases where the Company is the lessee. The Company adopted the new standard using the practical expedient package which allowed the Company to (i) not reassess whether any expired or existing contracts are or contain leases; (ii) not reassess the lease classification for any expired or existing leases; and (iii) not reassess initial direct costs for any existing leases. This practical expedient allows the Company to continue to account for its ground leases as operating leases. Prospectively, any new or modified ground leases may be classified as a financing lease. The adoption of this standard by the Company has been applied prospectively, and the comparative periods have not been restated.

For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments. In determining operating right-of-use asset and lease liability for the Company’s existing operating leases upon the adoption of the new lease guidance, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. The Company utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. Since the terms under the ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the estimate of this rate required significant judgment, and considered factors such as yields on outstanding public debt and other market based pricing on longer duration financing instruments.

The new leases standard requires the Company to evaluate cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.

Reclassifications

Prior period amounts have been reclassified to conform to the current year presentation due to the adoption of ASU 2016-02. Amounts previously classified as rental income and tenant recoveries in the prior period are now classified as rental income on the accompanying Consolidated Statements of Operations, as the Company has made an accounting policy election to combine these amounts that are accounted for under the new leases standard.

Restricted Cash

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)	March 31, 2019		December 31, 2018
Cash and cash equivalents	$	7,857	$	7,968
Restricted cash	4,451		14,574
Total cash and cash equivalents and restricted cash	$	12,308	$	22,542

Taxes

Federal Income Taxes

The Company’s taxable REIT subsidiaries recognized a net loss of approximately $12,000 and $36,000 for the three months ended March 31, 2019 and 2018, 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 $0.2 million and $0.2 million have been recorded in other expenses on the accompanying Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, respectively.

Uncertain Tax Positions

As of March 31, 2019 and December 31, 2018, there were no liabilities for uncertain tax positions.

Concentrations of Credit Risk

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

XML

Rental Property

3 Months Ended

Mar. 31, 2019

Real Estate [Abstract]

Rental Property

Rental Property

The following table summarizes the components of rental property as of March 31, 2019 and December 31, 2018.

Rental Property (in thousands)	March 31, 2019		December 31, 2018
Land	$	377,530	$	364,023
Buildings, net of accumulated depreciation of $211,755 and $199,497, respectively	2,180,636		2,082,781
Tenant improvements, net of accumulated depreciation of $21,026 and $36,450, respectively	31,108		30,704
Building and land improvements, net of accumulated depreciation of $88,229 and $80,983, respectively	173,715		168,229
Construction in progress	7,088		3,949
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively	348,439		342,015
Total rental property, net	$	3,118,516	$	2,991,701

Acquisitions

The following table summarizes the acquisitions of the Company during the three months ended March 31, 2019.

Market (1)	Date Acquired	Square Feet	Buildings	Purchase Price (in thousands)
Cincinnati/Dayton, OH	January 24, 2019	176,000	1	$	9,965
Pittsburgh, PA	February 21, 2019	455,000	1	28,676
Boston, MA	February 21, 2019	349,870	1	26,483
Minneapolis/St Paul, MN	February 28, 2019	248,816	1	21,955
Greenville/Spartanburg, SC	March 7, 2019	331,845	1	24,536
Philadelphia, PA	March 7, 2019	148,300	1	10,546
Omaha/Council Bluffs, NE-IA	March 11, 2019	237,632	1	20,005
Houston, TX	March 28, 2019	132,000	1	17,307
Baltimore, MD	March 28, 2019	167,410	1	13,648
Houston, TX	March 28, 2019	116,750	1	12,242
Three months ended March 31, 2019		2,363,623	10	$	185,363

(1) As defined by CoStar Realty Information Inc (“CoStar”). If the building is located outside of a CoStar defined market, the city and state is reflected.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2019 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	$	18,152		N/A
Buildings	127,201			N/A
Tenant improvements	1,349			N/A
Building and land improvements	11,235			N/A
Construction in progress	2,032			N/A
Other assets	1,049			N/A
Deferred leasing intangibles - In-place leases	16,743			7.9
Deferred leasing intangibles - Tenant relationships	8,404			11.3
Deferred leasing intangibles - Above market leases	327			4.3
Deferred leasing intangibles - Below market leases	(1,129		)	8.5
Total purchase price	$	185,363

The table below sets forth the results of operations for the three months ended March 31, 2019 for the buildings acquired during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations from the date of acquisition.

Results of Operations (in thousands)	Three months ended March 31, 2019
Total revenue	$	1,194
Net loss	$	145

Dispositions

During the three months ended March 31, 2019, the Company sold five buildings comprised of approximately 1.0 million square feet with a net book value of approximately $15.3 million to third parties. These buildings contributed approximately $0.1 million and $1.1 million to revenue for the three months ended March 31, 2019 and 2018, respectively. These buildings contributed approximately $(0.2) million and $0.5 million to net income (loss) (exclusive of gain on the sales of rental property, net) for the three months ended March 31, 2019 and 2018, respectively. Net proceeds from the sales of rental property were approximately $16.6 million and the Company recognized the full gain on the sales of rental property, net, of approximately $1.3 million for the three months ended March 31, 2019.

Loss on Impairments

The following table summarizes the Company's loss on impairments for assets held and used during the three months ended March 31, 2019.

Market(1)	Buildings	Event or Change in Circumstance Leading to Impairment Evaluation(2)	Valuation technique utilized to estimate fair value		Fair Value(3)		Loss on Impairments
					(in thousands)
Rapid City, SD	1	Change in estimated hold period	Discounted cash flows	(4)
Three months ended March 31, 2019					$	4,373	$	5,344

(1) As defined by CoStar. If the building is located outside of a CoStar defined market, the city and state is reflected.

(2) The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.

(3) The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(4) Level 3 inputs used to determine fair value for the property impaired for the three months ended March 31, 2019: discount rate of 12.0% and exit capitalization rate of 12.0%.

Deferred Leasing Intangibles

The following table sets forth the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.

	March 31, 2019							December 31, 2018
Deferred Leasing Intangibles (in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Above market leases	$	70,961	$	(30,409	)	$	40,552	$	73,122	$	(31,059	)	$	42,063
Other intangible lease assets	502,218		(194,331		)	307,887		515,395		(215,443		)	299,952
Total deferred leasing intangible assets	$	573,179	$	(224,740	)	$	348,439	$	588,517	$	(246,502	)	$	342,015
Below market leases	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567
Total deferred leasing intangible liabilities	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Deferred Leasing Intangibles Amortization (in thousands)	2019		2018
Net decrease to rental income related to above and below market lease amortization	$	967	$	1,207
Amortization expense related to other intangible lease assets	$	16,814	$	18,100

The following table sets forth the amortization of deferred leasing intangibles over the next five calendar years beginning with 2019 as of March 31, 2019.

Year	Amortization Expense Related to Other Intangible Lease Assets (in thousands)		Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
Remainder of 2019	$	48,278	$	2,900
2020	$	54,265	$	3,546
2021	$	43,369	$	2,221
2022	$	35,017	$	1,361
2023	$	28,732	$	1,363

XML

Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt

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 March 31, 2019 and December 31, 2018.

Loan	Principal Outstanding as of March 31, 2019 (in thousands)			Principal Outstanding as of December 31, 2018 (in thousands)			Interest  Rate (1)(2)		Maturity Date	Prepayment Terms (3)
Unsecured credit facility:
Unsecured Credit Facility (4)	$	115,500		$	100,500		L + 0.90%		Jan-15-2023	i
Total unsecured credit facility	115,500			100,500
Unsecured term loans:
Unsecured Term Loan C	150,000			150,000			2.39	%	Sep-29-2020	i
Unsecured Term Loan B	150,000			150,000			3.05	%	Mar-21-2021	i
Unsecured Term Loan A	150,000			150,000			2.70	%	Mar-31-2022	i
Unsecured Term Loan D	150,000			150,000			2.85	%	Jan-04-2023	i
Unsecured Term Loan E (5)	—			—			3.92	%	Jan-15-2024	i
Total unsecured term loans	600,000			600,000
Less: Total unamortized deferred financing fees and debt issuance costs	(3,358		)	(3,640		)
Total carrying value unsecured term loans, net	596,642			596,360
Unsecured notes:
Series F Unsecured Notes	100,000			100,000			3.98	%	Jan-05-2023	ii
Series A Unsecured Notes	50,000			50,000			4.98	%	Oct-1-2024	ii
Series D Unsecured Notes	100,000			100,000			4.32	%	Feb-20-2025	ii
Series G Unsecured Notes	75,000			75,000			4.10	%	Jun-13-2025	ii
Series B Unsecured Notes	50,000			50,000			4.98	%	Jul-1-2026	ii
Series C Unsecured Notes	80,000			80,000			4.42	%	Dec-30-2026	ii
Series E Unsecured Notes	20,000			20,000			4.42	%	Feb-20-2027	ii
Series H Unsecured Notes	100,000			100,000			4.27	%	Jun-13-2028	ii
Total unsecured notes	575,000			575,000
Less: Total unamortized deferred financing fees and debt issuance costs	(2,413		)	(2,512		)
Total carrying value unsecured notes, net	572,587			572,488
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan	52,763			53,216			4.31	%	Dec-1-2022	iii
Thrivent Financial for Lutherans	3,767			3,795			4.78	%	Dec-15-2023	iv
Total mortgage notes	56,530			57,011
Add: Total unamortized fair market value premiums	48			50
Less: Total unamortized deferred financing fees and debt issuance costs	(469		)	(501		)
Total carrying value mortgage notes, net	56,109			56,560
Total / weighted average interest rate (6)	$	1,340,838		$	1,325,908		3.56	%

(1) Interest rate as of March 31, 2019. At March 31, 2019, the one-month LIBOR (“L”) was 2.49450%. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating, as defined in the respective loan agreements.

(2) As of March 31, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.

(3) Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased; and (iv) pre-payable without penalty three months prior to the maturity date.

(4) The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $3.0 million and $3.2 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.

(5) Capacity of $175.0 million, which the Company has until July 25, 2019 to draw.

(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 million of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

The aggregate undrawn nominal commitment on the unsecured credit facility and unsecured term loans as of March 31, 2019 was approximately $553.9 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $7.7 million and $5.9 million as of March 31, 2019 and December 31, 2018, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Costs Included in Interest Expense (in thousands)	2019		2018
Amortization of deferred financing fees and debt issuance costs and fair market value premiums	$	618	$	534
Facility, unused, and other fees	$	383	$	339

Financial Covenant Considerations

The Company was in compliance with all financial and other covenants as of March 31, 2019 and December 31, 2018 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 $87.2 million and $88.2 million at March 31, 2019 and December 31, 2018, respectively, and is limited to senior, property-level secured debt financing arrangements.

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 March 31, 2019 and December 31, 2018 (in thousands).

	March 31, 2019					December 31, 2018
	Principal Outstanding			Fair Value		Principal Outstanding			Fair Value
Unsecured credit facility	$	115,500		$	115,500	$	100,500		$	100,500
Unsecured term loans	600,000			600,000		600,000			600,000
Unsecured notes	575,000			596,833		575,000			585,292
Mortgage notes	56,530			57,494		57,011			57,289
Total principal amount	1,347,030			$	1,369,827	1,332,511			$	1,343,081
Add: Total unamortized fair market value premiums	48					50
Less: Total unamortized deferred financing fees and debt issuance costs	(6,240		)			(6,653		)
Total carrying value	$	1,340,838				$	1,325,908

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.

XML

Use of Derivative Financial Instruments

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Use of Derivative Financial Instruments

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.

The following table details the Company’s outstanding interest rate swaps as of March 31, 2019. 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	$	235		1.3300	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Jul-01-2013	$	50,000	$	316		1.6810	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Aug-01-2013	$	25,000	$	153		1.7030	%	One-month L	Feb-14-2020
Regions Bank	Sep-30-2013	Feb-03-2014	$	25,000	$	90		1.9925	%	One-month L	Feb-14-2020
The Toronto-Dominion Bank	Oct-14-2015	Sep-29-2016	$	25,000	$	342		1.3830	%	One-month L	Sep-29-2020
PNC Bank, N.A.	Oct-14-2015	Sep-29-2016	$	50,000	$	678		1.3906	%	One-month L	Sep-29-2020
Regions Bank	Oct-14-2015	Sep-29-2016	$	35,000	$	477		1.3858	%	One-month L	Sep-29-2020
U.S. Bank, N.A.	Oct-14-2015	Sep-29-2016	$	25,000	$	338		1.3950	%	One-month L	Sep-29-2020
Capital One, N.A.	Oct-14-2015	Sep-29-2016	$	15,000	$	202		1.3950	%	One-month L	Sep-29-2020
Royal Bank of Canada	Jan-08-2015	Mar-20-2015	$	25,000	$	256		1.7090	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Mar-20-2015	$	25,000	$	255		1.7105	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Sep-10-2017	$	100,000	$	18		2.2255	%	One-month L	Mar-21-2021
Wells Fargo, N.A.	Jan-08-2015	Mar-20-2015	$	25,000	$	243		1.8280	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jan-08-2015	Feb-14-2020	$	25,000	$	(204	)	2.4535	%	One-month L	Mar-31-2022
Regions Bank	Jan-08-2015	Feb-14-2020	$	50,000	$	(430	)	2.4750	%	One-month L	Mar-31-2022
Capital One, N.A.	Jan-08-2015	Feb-14-2020	$	50,000	$	(487	)	2.5300	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
Royal Bank of Canada	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
Wells Fargo, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	50,000	$	539		1.8475	%	One-month L	Jan-04-2023
The Toronto-Dominion Bank	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9180	%	One-month L	Jan-12-2024
PNC Bank, N.A.	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,699	)	2.9190	%	One-month L	Jan-12-2024
Bank of Montreal	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9190	%	One-month L	Jan-12-2024
U.S. Bank, N.A.	Jul-24-2018	Jul-26-2019	$	25,000	$	(848	)	2.9190	%	One-month L	Jan-12-2024

The fair value of the interest rate swaps outstanding as of March 31, 2019 and December 31, 2018 was as follows.

Balance Sheet Line Item (in thousands)	Notional Amount March 31, 2019		Fair Value March 31, 2019			Notional Amount December 31, 2018		Fair Value December 31, 2018
Interest rate swaps-Asset	$	600,000	$	5,214		$	600,000	$	9,151
Interest rate swaps-Liability	$	300,000	$	(7,060	)	$	300,000	$	(4,011	)

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 (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. The Company estimates that approximately $3.0 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next 12 months.

The table below presents the effect of cash flow hedge accounting and the location in the consolidated financial statements for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Effect of Cash Flow Hedge Accounting (in thousands)	2019			2018
Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps	$	(5,856	)	$	7,493
Income (loss) reclassified from accumulated other comprehensive income into income (loss) as interest expense	$	1,122		$	(230	)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	12,834		$	11,392

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 March 31, 2019, derivatives that were in a net liability position by counterparty and subject to credit-risk-related contingent features had a termination value of approximately $3.5 million, which includes accrued interest but excludes any adjustment for nonperformance risk. As of March 31, 2019, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2019, it could have been required to settle its obligations under the agreement of the interest rate swaps in a liability position plus accrued interest for approximately $3.5 million.

Fair Value of Interest Rate Swaps

The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves.

The 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018. 

				Fair Value Measurements as of March 31, 2019 Using
Balance Sheet Line Item (in thousands)	Fair Value March 31, 2019			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	5,214		$	—	$	5,214		$	—
Interest rate swaps-Liability	$	(7,060	)	$	—	$	(7,060	)	$	—

				Fair Value Measurements as of December 31, 2018 Using
Balance Sheet Line Item (in thousands)	Fair Value December 31, 2018			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	9,151		$	—	$	9,151		$	—
Interest rate swaps-Liability	$	(4,011	)	$	—	$	(4,011	)	$	—

XML

Equity

3 Months Ended

Mar. 31, 2019

Stockholders' Equity Note [Abstract]

Equity

Equity

Preferred Stock

The table below sets forth the Company’s outstanding preferred stock issuances as of March 31, 2019.

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 three months ended March 31, 2019 and the year ended December 31, 2018.

Quarter Ended 2019	Declaration Date	Series C Preferred Stock Per Share		Payment Date
March 31	January 10, 2019	$	0.4296875	April 1, 2019
Total		$	0.4296875

Quarter Ended 2018	Declaration Date	Series B Preferred Stock Per Share			Series C Preferred Stock Per Share		Payment Date
December 31	October 10, 2018	$	—		$	0.4296875	December 31, 2018
September 30	July 11, 2018	0.0460069		(1)	0.4296875		October 1, 2018
June 30	April 10, 2018	0.4140625			0.4296875		July 2, 2018
March 31	February 14, 2018	0.4140625			0.4296875		April 2, 2018
Total		$	0.8741319		$	1.7187500

(1) On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 6.625% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”). On July 11, 2018, the Company redeemed all of the Series B Preferred Stock at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to but excluding the redemption date, without interest.

On April 9, 2019, the Company’s board of directors declared the Series C Preferred Stock dividends for the quarter ending June 30, 2019 at a quarterly rate of $0.4296875 per share.

Common Stock

The following table sets forth the terms of the Company’s at-the market (“ATM”) common stock offering program as of March 31, 2019.

ATM Common Stock Offering Program	Date	Maximum Aggregate Offering Price (in thousands)		Aggregate Common Stock Available as of March 31, 2019 (in thousands)
2019 $600 million ATM	February 14, 2019	$	600,000	$	449,811

The tables below set forth the activity under the ATM common stock offering programs during the three months ended March 31, 2019 and year ended December 31, 2018 (in thousands, except share data).

	Three months ended March 31, 2019
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2019 $600 million ATM	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887
Total/weighted average	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887

	Year ended December 31, 2018
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2017 $500 million ATM (1)	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407
Total/weighted average	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407

(1) This program ended before March 31, 2019.

The tables below sets forth the dividends attributable to the Company’s outstanding shares of common stock that were declared during the three months ended March 31, 2019 and the year ended December 31, 2018.

Month Ended 2019	Declaration Date	Record Date	Per Share		Payment Date
March 31	January 10, 2019	March 29, 2019	$	0.119167	April 15, 2019
February 28	January 10, 2019	February 28, 2019	0.119167		March 15, 2019
January 31	January 10, 2019	January 31, 2019	0.119167		February 15, 2019
Total			$	0.357501

Month Ended 2018	Declaration Date	Record Date	Per Share		Payment Date
December 31	October 10, 2018	December 31, 2018	$	0.118333	January 15, 2019
November 30	October 10, 2018	November 30, 2018	0.118333		December 17, 2018
October 31	October 10, 2018	October 31, 2018	0.118333		November 15, 2018
September 30	July 11, 2018	September 28, 2018	0.118333		October 15, 2018
August 31	July 11, 2018	August 31, 2018	0.118333		September 17, 2018
July 31	July 11, 2018	July 31, 2018	0.118333		August 15, 2018
June 30	April 10, 2018	June 29, 2018	0.118333		July 16, 2018
May 31	April 10, 2018	May 31, 2018	0.118333		June 15, 2018
April 30	April 10, 2018	April 30, 2018	0.118333		May 15, 2018
March 31	November 2, 2017	March 29, 2018	0.118333		April 16, 2018
February 28	November 2, 2017	February 28, 2018	0.118333		March 15, 2018
January 31	November 2, 2017	January 31, 2018	0.118333		February 15, 2018
Total			$	1.419996

On April 9, 2019, the Company’s board of directors declared the common stock dividends for the months ending April 30, 2019, May 31, 2019 and June 30, 2019 at a monthly rate of $0.119167 per share of common stock.

Restricted Shares of Common Stock

Restricted shares of common stock granted on January 7, 2019 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 2020. Refer to Note 8 for a discussion of the restricted shares of common stock granted on January 7, 2019 pursuant to the March 8, 2016 performance units. The following table summarizes activity related to the Company’s unvested restricted shares of common stock for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested Restricted Shares of Common Stock	Shares
Balance at December 31, 2017	237,207
Granted	76,659		(1)
Vested	(112,405	)	(2)
Forfeited	(10,999	)
Balance at December 31, 2018	190,462
Granted	110,830		(1)
Vested	(78,431	)	(2)
Forfeited	(2,320	)
Balance at March 31, 2019	220,541

(1) The fair value per share on the grant date of January 7, 2019 and January 5, 2018 was $24.85 and $26.40, respectively.

(2) The Company repurchased and retired 58,697 and 41,975 restricted shares of common stock that vested during the three months ended March 31, 2019 and the year ended December 31, 2018, respectively.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at March 31, 2019 was approximately $4.4 million and is expected to be recognized over a weighted average period of approximately 2.9 years.

The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three months ended March 31, 2019 and 2018. 

	Three months ended March 31,
Vested Restricted Shares of Common Stock	2019		2018
Vested restricted shares of common stock	78,431		112,405
Fair value of vested restricted shares of common stock (in thousands)	$	1,951	$	3,002

XML

Noncontrolling Interest

3 Months Ended

Mar. 31, 2019

Noncontrolling Interest [Abstract]

Noncontrolling Interest

Noncontrolling Interest

The table below summarizes the activity for noncontrolling interest in the Company for the three months ended March 31, 2019 and the year ended December 31, 2018.

Noncontrolling Interest	LTIP Units		Other Common Units		Total Noncontrolling Common Units		Noncontrolling Interest
Balance at December 31, 2017	1,457,070		2,639,617		4,096,687		4.1	%
Granted/Issued	324,802		—		324,802		N/A
Forfeited	—		—		—		N/A
Conversions from LTIP units to Other Common Units	(165,672	)	165,672		—		N/A
Redemptions from Other Common Units to common stock	—		(352,055	)	(352,055	)	N/A
Balance at December 31, 2018	1,616,200		2,453,234		4,069,434		3.5	%
Granted/Issued	364,173		—		364,173		N/A
Forfeited	(10,208	)	—		(10,208	)	N/A
Conversions from LTIP units to Other Common Units	(202,173	)	202,173		—		N/A
Redemptions from Other Common Units to common stock	—		(439,071	)	(439,071	)	N/A
Balance at March 31, 2019	1,767,992		2,216,336		3,984,328		3.3	%

LTIP Units

LTIP units granted on January 7, 2019 to non-employee, independent directors, subject to the recipient’s continued service, will vest on January 1, 2020. LTIP units granted on January 7, 2019 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, 2019. Refer to Note 8 for a discussion of the LTIP units granted on January 7, 2019 pursuant to the March 8, 2016 performance units.

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 three months ended March 31, 2019 (excluding those LTIP units granted pursuant to the March 8, 2016 performance units; refer to Note 8 for details).

LTIP Units	Assumptions
Grant date	January 7, 2019
Expected term (years)	10
Expected volatility	19.0		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.57		%
Fair value of LTIP units at issuance (in thousands)	$	3,636
LTIP units at issuance	154,649
Fair value unit price per LTIP unit at issuance	$	23.51

The following table summarizes activity related to the Company’s unvested LTIP units for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested LTIP Units	LTIP Units
Balance at December 31, 2017	300,307
Granted	324,802
Vested	(373,893	)
Forfeited	—
Balance at December 31, 2018	251,216
Granted	364,173
Vested	(157,689	)
Forfeited	(10,208	)
Balance at March 31, 2019	447,492

The unrecognized compensation expense associated with the Company’s LTIP units at March 31, 2019 was approximately $7.3 million and is expected to be recognized over a weighted average period of approximately 2.6 years.

The following table summarizes the fair value at vesting for the LTIP units that vested during the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Vested LTIP units	2019		2018
Vested LTIP units	157,689		231,041
Fair value of vested LTIP units (in thousands)	$	4,063	$	6,035

XML

Equity Incentive Plan

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plan

Equity Incentive Plan

On January 7, 2019, 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 7, 2019 are substantially the same as the terms of the performance units granted on January 5, 2018 and January 6, 2017, except that the measuring period commences on January 1, 2019 and ends on December 31, 2021, and the award shares are immediately vested at the end of the measuring period.

The fair value of the performance units at the date of grant was 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 ratably from the grant date into earnings over the vesting period. The table below sets forth the assumptions used in valuing the performance units granted during the three months ended March 31, 2019.

Performance Units	Assumptions
Grant date	January 7, 2019
Expected volatility	20.7		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.56		%
Fair value of performance units grant (in thousands)	$	5,620

On December 31, 2018, the Company’s three year measurement period pursuant to the March 8, 2016 performance units concluded. It was determined that the Company’s total stockholder return exceeded the threshold percentage and return hurdle. The compensation committee of the board of directors approved the issuance of 102,216 vested LTIP units and 74,032 vested shares of common stock (of which 30,193 shares of common stock were repurchased and retired) to the participants, which were issued on January 7, 2019. The compensation committee of the board of directors also approved the issuance of 107,308 LTIP units and 22,678 restricted shares of common stock that will vest on December 31, 2019, which were issued on January 7, 2019.

The unrecognized compensation expense associated with the Company’s performance units at March 31, 2019 was approximately $9.2 million and is expected to be recognized over a weighted average period of approximately 2.4 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, and the Company’s director compensation for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Non-Cash Compensation Expense (in thousands)	2019		2018
Restricted shares of common stock	$	427	$	434
LTIP units	887		871
Performance units	859		829
Director compensation (1)	105		86
Total non-cash compensation expense	$	2,278	$	2,220

(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 months ended March 31, 2019 and 2018. The number of shares of common stock granted is calculated based on the trailing 10 days average common stock price ending on the third business day preceding the grant date.

XML

Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Leases

Lessor Leases

The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee.

The following table summarizes the components of rental income recognized during the three months ended March 31, 2019 included in the accompanying Consolidated Statements of Operations.

	Three months ended March 31,
Rental Income (in thousands)	2019
Fixed lease payments	$	72,117
Variable lease payments	22,181
Straight-line rental income	2,284
Net decrease to rental income related to above and below market lease amortization	(967		)
Total rental income	$	95,615

As of March 31, 2019 and December 31, 2018, the Company had accrued rental income of approximately $34.2 million and $32.4 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of March 31, 2019 and December 31, 2018, the Company had approximately $18.4 million and $18.3 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018, the Company’s total liability associated with these lease security deposits was approximately $8.7 million and $8.4 million, respectively, and is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

The Company estimates that billings for 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 $3.9 million and $3.1 million for the three months ended March 31, 2019 and 2018, 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.

The following table summarizes the maturity of fixed lease payments under the Company’s leases as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Fixed Lease Payments (in thousands)
Remainder of 2019	$	240,185
2020	$	288,787
2021	$	243,992
2022	$	203,368
2023	$	165,946
Thereafter	$	578,495

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rents (in thousands)
2019	$	299,978
2020	$	271,936
2021	$	226,970
2022	$	188,707
2023	$	152,814
Thereafter	$	535,192

Lessee Leases

The Company has operating leases in which it is the lessee for ground leases and its corporate office lease. These leases have remaining lease terms of approximately 2.0 years to 47.8 years. Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities.

The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of March 31, 2019.

Operating Lease Term and Discount Rate	March 31, 2019
Weighted average remaining lease term (years)	35.1
Weighted average discount rate	7.1	%

The following table summarizes the operating lease cost recognized during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations.

	Three months ended March 31,
Operating Lease Cost (in thousands)	2019
Operating lease cost included in property expense attributable to ground leases	$	331
Operating lease cost included in general and administrative expense attributable to corporate office lease	266
Total operating lease cost	$	597

The following table summarizes supplemental cash flow information related to operating leases recognized during the three months ended March 31, 2019 in the Company’s Consolidated Statements of Cash Flows.

	Three months ended March 31,
Operating Leases (in thousands)	2019
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)	$	569

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office lease as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Operating Lease Liabilities(1) (in thousands)
Remainder of 2019	$	1,712
2020	2,294
2021	1,400
2022	1,107
2023	1,116
Thereafter	48,155
Total lease payments	55,784
Less: Imputed interest	(37,998		)
Present value of operating lease liabilities	$	17,786

(1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ than those presented.

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rental Payments (1) (in thousands)
2019	$	2,110
2020	$	2,122
2021	$	1,227
2022	$	935
2023	$	944
Thereafter	$	45,580

(1) Future minimum rental payments do not include estimates of CPI rent changes required by certain lease agreements. Therefore, actual minimum rental payments may differ than those presented.

Leases

Leases

Lessor Leases

The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee.

The following table summarizes the components of rental income recognized during the three months ended March 31, 2019 included in the accompanying Consolidated Statements of Operations.

	Three months ended March 31,
Rental Income (in thousands)	2019
Fixed lease payments	$	72,117
Variable lease payments	22,181
Straight-line rental income	2,284
Net decrease to rental income related to above and below market lease amortization	(967		)
Total rental income	$	95,615

As of March 31, 2019 and December 31, 2018, the Company had accrued rental income of approximately $34.2 million and $32.4 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

As of March 31, 2019 and December 31, 2018, the Company had approximately $18.4 million and $18.3 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018, the Company’s total liability associated with these lease security deposits was approximately $8.7 million and $8.4 million, respectively, and is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets.

The Company estimates that billings for 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 $3.9 million and $3.1 million for the three months ended March 31, 2019 and 2018, 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.

The following table summarizes the maturity of fixed lease payments under the Company’s leases as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Fixed Lease Payments (in thousands)
Remainder of 2019	$	240,185
2020	$	288,787
2021	$	243,992
2022	$	203,368
2023	$	165,946
Thereafter	$	578,495

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rents (in thousands)
2019	$	299,978
2020	$	271,936
2021	$	226,970
2022	$	188,707
2023	$	152,814
Thereafter	$	535,192

Lessee Leases

The Company has operating leases in which it is the lessee for ground leases and its corporate office lease. These leases have remaining lease terms of approximately 2.0 years to 47.8 years. Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities.

The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of March 31, 2019.

Operating Lease Term and Discount Rate	March 31, 2019
Weighted average remaining lease term (years)	35.1
Weighted average discount rate	7.1	%

The following table summarizes the operating lease cost recognized during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations.

	Three months ended March 31,
Operating Lease Cost (in thousands)	2019
Operating lease cost included in property expense attributable to ground leases	$	331
Operating lease cost included in general and administrative expense attributable to corporate office lease	266
Total operating lease cost	$	597

The following table summarizes supplemental cash flow information related to operating leases recognized during the three months ended March 31, 2019 in the Company’s Consolidated Statements of Cash Flows.

	Three months ended March 31,
Operating Leases (in thousands)	2019
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)	$	569

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office lease as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Operating Lease Liabilities(1) (in thousands)
Remainder of 2019	$	1,712
2020	2,294
2021	1,400
2022	1,107
2023	1,116
Thereafter	48,155
Total lease payments	55,784
Less: Imputed interest	(37,998		)
Present value of operating lease liabilities	$	17,786

(1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ than those presented.

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rental Payments (1) (in thousands)
2019	$	2,110
2020	$	2,122
2021	$	1,227
2022	$	935
2023	$	944
Thereafter	$	45,580

(1) Future minimum rental payments do not include estimates of CPI rent changes required by certain lease agreements. Therefore, actual minimum rental payments may differ than those presented.

XML

Earnings Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

During the three months ended March 31, 2019 and 2018, there were 213,856 and 201,650, respectively, of unvested restricted shares of common stock on a weighted average basis that were considered participating securities.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Earnings Per Share (in thousands, except per share data)	2019		2018
Numerator
Net income	$	7,389	$	25,149
Less: preferred stock dividends	1,289		2,448
Less: amount allocated to participating securities	79		71
Less: income attributable to noncontrolling interest after preferred stock dividends	214		954
Net income attributable to common stockholders	$	5,807	$	21,676
Denominator
Weighted average common shares outstanding — basic	114,721		97,021
Effect of dilutive securities(1)
Share-based compensation	272		302
Weighted average common shares outstanding — diluted	114,993		97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$	0.05	$	0.22
Net income per share attributable to common stockholders — diluted	$	0.05	$	0.22

(1) During the three months ended March 31, 2019 and 2018, there were 214 and 202, unvested shares of restricted common stock, respectively, on a weighted average basis that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 March 31, 2019 related to construction projects and certain other agreements. As of March 31, 2019, the Company has a development commitment related to a building expansion under a tenant lease of approximately $9.8 million.

XML

Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The following non-recognized subsequent events were noted.

On April 1, 2019, the Company completed an underwritten public offering of 7,475,000 shares of common stock (including 975,000 shares issued pursuant to the underwriters’ option to purchase additional shares) at a price to the underwriters of $28.72 per share. The offering closed on April 4, 2019 and the Company received net proceeds of approximately $214.7 million.

On April 30, 2019, the Company filed Articles of Amendment to its Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 300,000,000 and the number of authorized shares of preferred stock from 15,000,000 to 20,000,000.

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Quarterly Financial Information

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, 2018.

Basis of Presentation

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 and restated (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.

New Accounting Pronouncements

New Accounting Standards Adopted

In July 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, Revenue from Contracts with Customers. Otherwise, the company should account for the combined component as an operating lease in accordance with Topic 842. In December 2018, the FASB issued ASU 2018-20 which amends Topic 842, Leases, and allows lessors to continue to exclude from revenue the lessor costs that are paid by lessees directly to third parties. The Company adopted Topic 842 on January 1, 2019, using the practical expedient, and it did not have a material impact on the Company’s consolidated financial statements. The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-lease components and associated lease components are the same, and that the lease components, if accounted for separately, would be classified as an operating lease. Accordingly, the Company has made an accounting policy election to recognize the combined component in accordance with Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and various subsequent ASU’s, which set 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 superseded 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 determines 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 are accounted for similar to the previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to the previous guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 impacted the Company’s consolidated financial statements as the Company has ground leases and its corporate office lease for which it is the lessee, which resulted in the recording of a right-of-use asset and the related lease liability.

The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective transition method. The adoption of this standard resulted in a cumulative effect adjustment of approximately $0.2 million recorded as an increase to cumulative dividends in excess of earnings as of January 1, 2019 in the accompanying Consolidated Statements of Equity. The cumulative effect adjustment related to initial direct costs of leases where the Company is the lessor and that, as of January 1, 2019, had not begun to amortize and are no longer allowed to be capitalized under the new standard. On January 1, 2019, the Company recognized operating lease right-of-use assets of approximately $16.3 million and related operating lease liabilities of approximately $18.0 million on the accompanying Consolidated Balance Sheets, related to the leases where the Company is the lessee. The Company adopted the new standard using the practical expedient package which allowed the Company to (i) not reassess whether any expired or existing contracts are or contain leases; (ii) not reassess the lease classification for any expired or existing leases; and (iii) not reassess initial direct costs for any existing leases. This practical expedient allows the Company to continue to account for its ground leases as operating leases. Prospectively, any new or modified ground leases may be classified as a financing lease. The adoption of this standard by the Company has been applied prospectively, and the comparative periods have not been restated.

For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments. In determining operating right-of-use asset and lease liability for the Company’s existing operating leases upon the adoption of the new lease guidance, the Company was required to estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. The Company utilized a market-based approach to estimate the incremental borrowing rate for each individual lease. Since the terms under the ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the estimate of this rate required significant judgment, and considered factors such as yields on outstanding public debt and other market based pricing on longer duration financing instruments.

The new leases standard requires the Company to evaluate cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.

Reclassification

Reclassifications

Prior period amounts have been reclassified to conform to the current year presentation due to the adoption of ASU 2016-02. Amounts previously classified as rental income and tenant recoveries in the prior period are now classified as rental income on the accompanying Consolidated Statements of Operations, as the Company has made an accounting policy election to combine these amounts that are accounted for under the new leases standard.

XML

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

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)	March 31, 2019		December 31, 2018
Cash and cash equivalents	$	7,857	$	7,968
Restricted cash	4,451		14,574
Total cash and cash equivalents and restricted cash	$	12,308	$	22,542

XML

Rental Property (Tables)

3 Months Ended

Mar. 31, 2019

Real Estate [Abstract]

Schedule of components of rental property

The following table summarizes the components of rental property as of March 31, 2019 and December 31, 2018.

Rental Property (in thousands)	March 31, 2019		December 31, 2018
Land	$	377,530	$	364,023
Buildings, net of accumulated depreciation of $211,755 and $199,497, respectively	2,180,636		2,082,781
Tenant improvements, net of accumulated depreciation of $21,026 and $36,450, respectively	31,108		30,704
Building and land improvements, net of accumulated depreciation of $88,229 and $80,983, respectively	173,715		168,229
Construction in progress	7,088		3,949
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively	348,439		342,015
Total rental property, net	$	3,118,516	$	2,991,701

Schedule of real estate properties acquired

The following table summarizes the acquisitions of the Company during the three months ended March 31, 2019.

Market (1)	Date Acquired	Square Feet	Buildings	Purchase Price (in thousands)
Cincinnati/Dayton, OH	January 24, 2019	176,000	1	$	9,965
Pittsburgh, PA	February 21, 2019	455,000	1	28,676
Boston, MA	February 21, 2019	349,870	1	26,483
Minneapolis/St Paul, MN	February 28, 2019	248,816	1	21,955
Greenville/Spartanburg, SC	March 7, 2019	331,845	1	24,536
Philadelphia, PA	March 7, 2019	148,300	1	10,546
Omaha/Council Bluffs, NE-IA	March 11, 2019	237,632	1	20,005
Houston, TX	March 28, 2019	132,000	1	17,307
Baltimore, MD	March 28, 2019	167,410	1	13,648
Houston, TX	March 28, 2019	116,750	1	12,242
Three months ended March 31, 2019		2,363,623	10	$	185,363

Summary of allocation of the consideration paid for the acquired assets and liabilities in connection with the acquisition of buildings at the date of acquisition

The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2019 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	$	18,152		N/A
Buildings	127,201			N/A
Tenant improvements	1,349			N/A
Building and land improvements	11,235			N/A
Construction in progress	2,032			N/A
Other assets	1,049			N/A
Deferred leasing intangibles - In-place leases	16,743			7.9
Deferred leasing intangibles - Tenant relationships	8,404			11.3
Deferred leasing intangibles - Above market leases	327			4.3
Deferred leasing intangibles - Below market leases	(1,129		)	8.5
Total purchase price	$	185,363

Schedule of pro forma information for acquired properties

The table below sets forth the results of operations for the three months ended March 31, 2019 for the buildings acquired during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations from the date of acquisition.

Results of Operations (in thousands)	Three months ended March 31, 2019
Total revenue	$	1,194
Net loss	$	145

Impaired Assets to be Disposed of by Method Other than Sale [Table Text Block]

Loss on Impairments

The following table summarizes the Company's loss on impairments for assets held and used during the three months ended March 31, 2019.

Market(1)	Buildings	Event or Change in Circumstance Leading to Impairment Evaluation(2)	Valuation technique utilized to estimate fair value		Fair Value(3)		Loss on Impairments
					(in thousands)
Rapid City, SD	1	Change in estimated hold period	Discounted cash flows	(4)
Three months ended March 31, 2019					$	4,373	$	5,344

(1) As defined by CoStar. If the building is located outside of a CoStar defined market, the city and state is reflected.

(2) The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows.

(3) The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

(4) Level 3 inputs used to determine fair value for the property impaired for the three months ended March 31, 2019: discount rate of 12.0% and exit capitalization rate of 12.0%.

Schedule of Finite-Lived Intangible Assets and Below Market Leases

The following table sets forth the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.

	March 31, 2019							December 31, 2018
Deferred Leasing Intangibles (in thousands)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Above market leases	$	70,961	$	(30,409	)	$	40,552	$	73,122	$	(31,059	)	$	42,063
Other intangible lease assets	502,218		(194,331		)	307,887		515,395		(215,443		)	299,952
Total deferred leasing intangible assets	$	573,179	$	(224,740	)	$	348,439	$	588,517	$	(246,502	)	$	342,015
Below market leases	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567
Total deferred leasing intangible liabilities	$	30,862	$	(10,394	)	$	20,468	$	34,331	$	(12,764	)	$	21,567

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Deferred Leasing Intangibles Amortization (in thousands)	2019		2018
Net decrease to rental income related to above and below market lease amortization	$	967	$	1,207
Amortization expense related to other intangible lease assets	$	16,814	$	18,100

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table sets forth the amortization of deferred leasing intangibles over the next five calendar years beginning with 2019 as of March 31, 2019.

Year	Amortization Expense Related to Other Intangible Lease Assets (in thousands)		Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
Remainder of 2019	$	48,278	$	2,900
2020	$	54,265	$	3,546
2021	$	43,369	$	2,221
2022	$	35,017	$	1,361
2023	$	28,732	$	1,363

Below Market Lease, Future Amortization Income

The following table sets forth the amortization of deferred leasing intangibles over the next five calendar years beginning with 2019 as of March 31, 2019.

Year	Amortization Expense Related to Other Intangible Lease Assets (in thousands)		Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
Remainder of 2019	$	48,278	$	2,900
2020	$	54,265	$	3,546
2021	$	43,369	$	2,221
2022	$	35,017	$	1,361
2023	$	28,732	$	1,363

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Summary of the mortgage notes payable, unsecured term loans and credit facility

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 March 31, 2019 and December 31, 2018.

Loan	Principal Outstanding as of March 31, 2019 (in thousands)			Principal Outstanding as of December 31, 2018 (in thousands)			Interest  Rate (1)(2)		Maturity Date	Prepayment Terms (3)
Unsecured credit facility:
Unsecured Credit Facility (4)	$	115,500		$	100,500		L + 0.90%		Jan-15-2023	i
Total unsecured credit facility	115,500			100,500
Unsecured term loans:
Unsecured Term Loan C	150,000			150,000			2.39	%	Sep-29-2020	i
Unsecured Term Loan B	150,000			150,000			3.05	%	Mar-21-2021	i
Unsecured Term Loan A	150,000			150,000			2.70	%	Mar-31-2022	i
Unsecured Term Loan D	150,000			150,000			2.85	%	Jan-04-2023	i
Unsecured Term Loan E (5)	—			—			3.92	%	Jan-15-2024	i
Total unsecured term loans	600,000			600,000
Less: Total unamortized deferred financing fees and debt issuance costs	(3,358		)	(3,640		)
Total carrying value unsecured term loans, net	596,642			596,360
Unsecured notes:
Series F Unsecured Notes	100,000			100,000			3.98	%	Jan-05-2023	ii
Series A Unsecured Notes	50,000			50,000			4.98	%	Oct-1-2024	ii
Series D Unsecured Notes	100,000			100,000			4.32	%	Feb-20-2025	ii
Series G Unsecured Notes	75,000			75,000			4.10	%	Jun-13-2025	ii
Series B Unsecured Notes	50,000			50,000			4.98	%	Jul-1-2026	ii
Series C Unsecured Notes	80,000			80,000			4.42	%	Dec-30-2026	ii
Series E Unsecured Notes	20,000			20,000			4.42	%	Feb-20-2027	ii
Series H Unsecured Notes	100,000			100,000			4.27	%	Jun-13-2028	ii
Total unsecured notes	575,000			575,000
Less: Total unamortized deferred financing fees and debt issuance costs	(2,413		)	(2,512		)
Total carrying value unsecured notes, net	572,587			572,488
Mortgage notes (secured debt):
Wells Fargo Bank, National Association CMBS Loan	52,763			53,216			4.31	%	Dec-1-2022	iii
Thrivent Financial for Lutherans	3,767			3,795			4.78	%	Dec-15-2023	iv
Total mortgage notes	56,530			57,011
Add: Total unamortized fair market value premiums	48			50
Less: Total unamortized deferred financing fees and debt issuance costs	(469		)	(501		)
Total carrying value mortgage notes, net	56,109			56,560
Total / weighted average interest rate (6)	$	1,340,838		$	1,325,908		3.56	%

(1) Interest rate as of March 31, 2019. At March 31, 2019, the one-month LIBOR (“L”) was 2.49450%. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating, as defined in the respective loan agreements.

(2) As of March 31, 2019, one-month LIBOR for the unsecured term loans A, B, C, D, and E was swapped to a fixed rate of 1.70%, 2.05%, 1.39%, 1.85%, and 2.92%, respectively.

(3) Prepayment terms consist of (i) pre-payable with no penalty; (ii) pre-payable with penalty; (iii) pre-payable without penalty three months prior to the maturity date, however can be defeased; and (iv) pre-payable without penalty three months prior to the maturity date.

(4) The capacity of the unsecured credit facility is $500.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $3.0 million and $3.2 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.

(5) Capacity of $175.0 million, which the Company has until July 25, 2019 to draw.

(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $600.0 million of debt, and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.

Interest Income and Interest Expense Disclosure [Table Text Block]

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 months ended March 31, 2019 and 2018.

	Three months ended March 31,
Costs Included in Interest Expense (in thousands)	2019		2018
Amortization of deferred financing fees and debt issuance costs and fair market value premiums	$	618	$	534
Facility, unused, and other fees	$	383	$	339

Schedule of aggregate carrying value of the debt and the corresponding estimate of fair value

The following table presents the aggregate principal outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of March 31, 2019 and December 31, 2018 (in thousands).

	March 31, 2019					December 31, 2018
	Principal Outstanding			Fair Value		Principal Outstanding			Fair Value
Unsecured credit facility	$	115,500		$	115,500	$	100,500		$	100,500
Unsecured term loans	600,000			600,000		600,000			600,000
Unsecured notes	575,000			596,833		575,000			585,292
Mortgage notes	56,530			57,494		57,011			57,289
Total principal amount	1,347,030			$	1,369,827	1,332,511			$	1,343,081
Add: Total unamortized fair market value premiums	48					50
Less: Total unamortized deferred financing fees and debt issuance costs	(6,240		)			(6,653		)
Total carrying value	$	1,340,838				$	1,325,908

XML

Use of Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments [Table Text Block]

The following table details the Company’s outstanding interest rate swaps as of March 31, 2019. 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	$	235		1.3300	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Jul-01-2013	$	50,000	$	316		1.6810	%	One-month L	Feb-14-2020
Capital One, N.A.	Jun-13-2013	Aug-01-2013	$	25,000	$	153		1.7030	%	One-month L	Feb-14-2020
Regions Bank	Sep-30-2013	Feb-03-2014	$	25,000	$	90		1.9925	%	One-month L	Feb-14-2020
The Toronto-Dominion Bank	Oct-14-2015	Sep-29-2016	$	25,000	$	342		1.3830	%	One-month L	Sep-29-2020
PNC Bank, N.A.	Oct-14-2015	Sep-29-2016	$	50,000	$	678		1.3906	%	One-month L	Sep-29-2020
Regions Bank	Oct-14-2015	Sep-29-2016	$	35,000	$	477		1.3858	%	One-month L	Sep-29-2020
U.S. Bank, N.A.	Oct-14-2015	Sep-29-2016	$	25,000	$	338		1.3950	%	One-month L	Sep-29-2020
Capital One, N.A.	Oct-14-2015	Sep-29-2016	$	15,000	$	202		1.3950	%	One-month L	Sep-29-2020
Royal Bank of Canada	Jan-08-2015	Mar-20-2015	$	25,000	$	256		1.7090	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Mar-20-2015	$	25,000	$	255		1.7105	%	One-month L	Mar-21-2021
The Toronto-Dominion Bank	Jan-08-2015	Sep-10-2017	$	100,000	$	18		2.2255	%	One-month L	Mar-21-2021
Wells Fargo, N.A.	Jan-08-2015	Mar-20-2015	$	25,000	$	243		1.8280	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jan-08-2015	Feb-14-2020	$	25,000	$	(204	)	2.4535	%	One-month L	Mar-31-2022
Regions Bank	Jan-08-2015	Feb-14-2020	$	50,000	$	(430	)	2.4750	%	One-month L	Mar-31-2022
Capital One, N.A.	Jan-08-2015	Feb-14-2020	$	50,000	$	(487	)	2.5300	%	One-month L	Mar-31-2022
The Toronto-Dominion Bank	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
Royal Bank of Canada	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
Wells Fargo, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	267		1.8505	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	25,000	$	269		1.8485	%	One-month L	Jan-04-2023
PNC Bank, N.A.	Jul-20-2017	Oct-30-2017	$	50,000	$	539		1.8475	%	One-month L	Jan-04-2023
The Toronto-Dominion Bank	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9180	%	One-month L	Jan-12-2024
PNC Bank, N.A.	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,699	)	2.9190	%	One-month L	Jan-12-2024
Bank of Montreal	Jul-24-2018	Jul-26-2019	$	50,000	$	(1,696	)	2.9190	%	One-month L	Jan-12-2024
U.S. Bank, N.A.	Jul-24-2018	Jul-26-2019	$	25,000	$	(848	)	2.9190	%	One-month L	Jan-12-2024

Schedule of interest rate swaps

The fair value of the interest rate swaps outstanding as of March 31, 2019 and December 31, 2018 was as follows.

Balance Sheet Line Item (in thousands)	Notional Amount March 31, 2019		Fair Value March 31, 2019			Notional Amount December 31, 2018		Fair Value December 31, 2018
Interest rate swaps-Asset	$	600,000	$	5,214		$	600,000	$	9,151
Interest rate swaps-Liability	$	300,000	$	(7,060	)	$	300,000	$	(4,011	)

Schedule of the location in the financial statements of the gain or loss recognized on interest rate swaps

The table below presents the effect of cash flow hedge accounting and the location in the consolidated financial statements for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Effect of Cash Flow Hedge Accounting (in thousands)	2019			2018
Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps	$	(5,856	)	$	7,493
Income (loss) reclassified from accumulated other comprehensive income into income (loss) as interest expense	$	1,122		$	(230	)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	12,834		$	11,392

Schedule of financial instruments accounted for at fair value on a recurring basis

The following sets forth the Company’s financial instruments that are accounted for at fair value on a recurring basis as of March 31, 2019 and December 31, 2018. 

				Fair Value Measurements as of March 31, 2019 Using
Balance Sheet Line Item (in thousands)	Fair Value March 31, 2019			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	5,214		$	—	$	5,214		$	—
Interest rate swaps-Liability	$	(7,060	)	$	—	$	(7,060	)	$	—

				Fair Value Measurements as of December 31, 2018 Using
Balance Sheet Line Item (in thousands)	Fair Value December 31, 2018			Level 1		Level 2			Level 3
Interest rate swaps-Asset	$	9,151		$	—	$	9,151		$	—
Interest rate swaps-Liability	$	(4,011	)	$	—	$	(4,011	)	$	—

XML

Equity (Tables)

3 Months Ended

Mar. 31, 2019

Stockholders' Equity Note [Abstract]

Schedule of Stock by Class

The table below sets forth the Company’s outstanding preferred stock issuances as of March 31, 2019.

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	%

Schedule of dividends

The tables below sets forth the dividends attributable to the Company’s outstanding shares of common stock that were declared during the three months ended March 31, 2019 and the year ended December 31, 2018.

Month Ended 2019	Declaration Date	Record Date	Per Share		Payment Date
March 31	January 10, 2019	March 29, 2019	$	0.119167	April 15, 2019
February 28	January 10, 2019	February 28, 2019	0.119167		March 15, 2019
January 31	January 10, 2019	January 31, 2019	0.119167		February 15, 2019
Total			$	0.357501

Month Ended 2018	Declaration Date	Record Date	Per Share		Payment Date
December 31	October 10, 2018	December 31, 2018	$	0.118333	January 15, 2019
November 30	October 10, 2018	November 30, 2018	0.118333		December 17, 2018
October 31	October 10, 2018	October 31, 2018	0.118333		November 15, 2018
September 30	July 11, 2018	September 28, 2018	0.118333		October 15, 2018
August 31	July 11, 2018	August 31, 2018	0.118333		September 17, 2018
July 31	July 11, 2018	July 31, 2018	0.118333		August 15, 2018
June 30	April 10, 2018	June 29, 2018	0.118333		July 16, 2018
May 31	April 10, 2018	May 31, 2018	0.118333		June 15, 2018
April 30	April 10, 2018	April 30, 2018	0.118333		May 15, 2018
March 31	November 2, 2017	March 29, 2018	0.118333		April 16, 2018
February 28	November 2, 2017	February 28, 2018	0.118333		March 15, 2018
January 31	November 2, 2017	January 31, 2018	0.118333		February 15, 2018
Total			$	1.419996

On April 9, 2019, the Company’s board of directors declared the common stock dividends for the months ending April 30, 2019, May 31, 2019 and June 30, 2019 at a monthly rate of $0.119167 per share of common stock.

The tables below set forth the dividends attributable to the Company’s outstanding preferred stock issuances during the three months ended March 31, 2019 and the year ended December 31, 2018.

Quarter Ended 2019	Declaration Date	Series C Preferred Stock Per Share		Payment Date
March 31	January 10, 2019	$	0.4296875	April 1, 2019
Total		$	0.4296875

Quarter Ended 2018	Declaration Date	Series B Preferred Stock Per Share			Series C Preferred Stock Per Share		Payment Date
December 31	October 10, 2018	$	—		$	0.4296875	December 31, 2018
September 30	July 11, 2018	0.0460069		(1)	0.4296875		October 1, 2018
June 30	April 10, 2018	0.4140625			0.4296875		July 2, 2018
March 31	February 14, 2018	0.4140625			0.4296875		April 2, 2018
Total		$	0.8741319		$	1.7187500

(1) On June 11, 2018, the Company gave notice to redeem all 2,800,000 issued and outstanding shares of the 6.625% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”). On July 11, 2018, the Company redeemed all of the Series B Preferred Stock at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to but excluding the redemption date, without interest.

On April 9, 2019, the Company’s board of directors declared the Series C Preferred Stock dividends for the quarter ending June 30, 2019 at a quarterly rate of $0.4296875 per share.

Schedule of stock sale activity

The following table sets forth the terms of the Company’s at-the market (“ATM”) common stock offering program as of March 31, 2019.

ATM Common Stock Offering Program	Date	Maximum Aggregate Offering Price (in thousands)		Aggregate Common Stock Available as of March 31, 2019 (in thousands)
2019 $600 million ATM	February 14, 2019	$	600,000	$	449,811

The tables below set forth the activity under the ATM common stock offering programs during the three months ended March 31, 2019 and year ended December 31, 2018 (in thousands, except share data).

	Three months ended March 31, 2019
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2019 $600 million ATM	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887
Total/weighted average	5,441,409	$	27.60	$	150,189	$	1,302	$	148,887

	Year ended December 31, 2018
ATM Common Stock Offering Program	Shares Sold	Weighted Average Price Per Share		Gross Proceeds		Sales Agents’ Fee		Net Proceeds
2017 $500 million ATM (1)	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407
Total/weighted average	14,724,614	$	26.52	$	390,447	$	4,040	$	386,407

Schedule of activity related to unvested restricted stock awards

The following table summarizes activity related to the Company’s unvested restricted shares of common stock for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested Restricted Shares of Common Stock	Shares
Balance at December 31, 2017	237,207
Granted	76,659		(1)
Vested	(112,405	)	(2)
Forfeited	(10,999	)
Balance at December 31, 2018	190,462
Granted	110,830		(1)
Vested	(78,431	)	(2)
Forfeited	(2,320	)
Balance at March 31, 2019	220,541

(1) The fair value per share on the grant date of January 7, 2019 and January 5, 2018 was $24.85 and $26.40, respectively.

(2) The Company repurchased and retired 58,697 and 41,975 restricted shares of common stock that vested during the three months ended March 31, 2019 and the year ended December 31, 2018, respectively.

Schedule of vested restricted shares of common stock activity

The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three months ended March 31, 2019 and 2018. 

	Three months ended March 31,
Vested Restricted Shares of Common Stock	2019		2018
Vested restricted shares of common stock	78,431		112,405
Fair value of vested restricted shares of common stock (in thousands)	$	1,951	$	3,002

XML

Noncontrolling Interest (Tables)

3 Months Ended

Mar. 31, 2019

Noncontrolling Interest [Abstract]

Noncontrolling interest activity

The table below summarizes the activity for noncontrolling interest in the Company for the three months ended March 31, 2019 and the year ended December 31, 2018.

Noncontrolling Interest	LTIP Units		Other Common Units		Total Noncontrolling Common Units		Noncontrolling Interest
Balance at December 31, 2017	1,457,070		2,639,617		4,096,687		4.1	%
Granted/Issued	324,802		—		324,802		N/A
Forfeited	—		—		—		N/A
Conversions from LTIP units to Other Common Units	(165,672	)	165,672		—		N/A
Redemptions from Other Common Units to common stock	—		(352,055	)	(352,055	)	N/A
Balance at December 31, 2018	1,616,200		2,453,234		4,069,434		3.5	%
Granted/Issued	364,173		—		364,173		N/A
Forfeited	(10,208	)	—		(10,208	)	N/A
Conversions from LTIP units to Other Common Units	(202,173	)	202,173		—		N/A
Redemptions from Other Common Units to common stock	—		(439,071	)	(439,071	)	N/A
Balance at March 31, 2019	1,767,992		2,216,336		3,984,328		3.3	%

Schedule of share-based payment award, LTIP unit awards, valuation assumptions

The table below sets forth the assumptions used in valuing such LTIP units granted during the three months ended March 31, 2019 (excluding those LTIP units granted pursuant to the March 8, 2016 performance units; refer to Note 8 for details).

LTIP Units	Assumptions
Grant date	January 7, 2019
Expected term (years)	10
Expected volatility	19.0		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.57		%
Fair value of LTIP units at issuance (in thousands)	$	3,636
LTIP units at issuance	154,649
Fair value unit price per LTIP unit at issuance	$	23.51

Schedule of activity related to unvested LTIP unit awards

The following table summarizes activity related to the Company’s unvested LTIP units for the three months ended March 31, 2019 and the year ended December 31, 2018.

Unvested LTIP Units	LTIP Units
Balance at December 31, 2017	300,307
Granted	324,802
Vested	(373,893	)
Forfeited	—
Balance at December 31, 2018	251,216
Granted	364,173
Vested	(157,689	)
Forfeited	(10,208	)
Balance at March 31, 2019	447,492

Schedule of vested LTIP unit award activity

The following table summarizes the fair value at vesting for the LTIP units that vested during the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Vested LTIP units	2019		2018
Vested LTIP units	157,689		231,041
Fair value of vested LTIP units (in thousands)	$	4,063	$	6,035

XML

Equity Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of share-based payment award, performance unit awards, valuation assumptions

The table below sets forth the assumptions used in valuing the performance units granted during the three months ended March 31, 2019.

Performance Units	Assumptions
Grant date	January 7, 2019
Expected volatility	20.7		%
Expected dividend yield	6.0		%
Risk-free interest rate	2.56		%
Fair value of performance units grant (in thousands)	$	5,620

Summary of Equity 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, and the Company’s director compensation for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Non-Cash Compensation Expense (in thousands)	2019		2018
Restricted shares of common stock	$	427	$	434
LTIP units	887		871
Performance units	859		829
Director compensation (1)	105		86
Total non-cash compensation expense	$	2,278	$	2,220

(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 months ended March 31, 2019 and 2018. The number of shares of common stock granted is calculated based on the trailing 10 days average common stock price ending on the third business day preceding the grant date.

XML

Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Operating Lease, Lease Income [Table Text Block]

The following table summarizes the components of rental income recognized during the three months ended March 31, 2019 included in the accompanying Consolidated Statements of Operations.

	Three months ended March 31,
Rental Income (in thousands)	2019
Fixed lease payments	$	72,117
Variable lease payments	22,181
Straight-line rental income	2,284
Net decrease to rental income related to above and below market lease amortization	(967		)
Total rental income	$	95,615

Lessor, Operating Lease, Payments to be Received, Maturity

The following table summarizes the maturity of fixed lease payments under the Company’s leases as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Fixed Lease Payments (in thousands)
Remainder of 2019	$	240,185
2020	$	288,787
2021	$	243,992
2022	$	203,368
2023	$	165,946
Thereafter	$	578,495

Schedule of minimum lease payments receivable

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rents (in thousands)
2019	$	299,978
2020	$	271,936
2021	$	226,970
2022	$	188,707
2023	$	152,814
Thereafter	$	535,192

The following table summarizes the minimum contractual lease payments under the superseded leases standard, Topic 840, as of December 31, 2018.

Year (as of December 31, 2018)	Future Minimum Rental Payments (1) (in thousands)
2019	$	2,110
2020	$	2,122
2021	$	1,227
2022	$	935
2023	$	944
Thereafter	$	45,580

(1) Future minimum rental payments do not include estimates of CPI rent changes required by certain lease agreements. Therefore, actual minimum rental payments may differ than those presented.

Lease, Cost [Table Text Block]

The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of March 31, 2019.

Operating Lease Term and Discount Rate	March 31, 2019
Weighted average remaining lease term (years)	35.1
Weighted average discount rate	7.1	%

The following table summarizes the operating lease cost recognized during the three months ended March 31, 2019 included in the Company’s Consolidated Statements of Operations.

	Three months ended March 31,
Operating Lease Cost (in thousands)	2019
Operating lease cost included in property expense attributable to ground leases	$	331
Operating lease cost included in general and administrative expense attributable to corporate office lease	266
Total operating lease cost	$	597

The following table summarizes supplemental cash flow information related to operating leases recognized during the three months ended March 31, 2019 in the Company’s Consolidated Statements of Cash Flows.

	Three months ended March 31,
Operating Leases (in thousands)	2019
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)	$	569

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office lease as of March 31, 2019.

Year (as of March 31, 2019)	Maturity of Operating Lease Liabilities(1) (in thousands)
Remainder of 2019	$	1,712
2020	2,294
2021	1,400
2022	1,107
2023	1,116
Thereafter	48,155
Total lease payments	55,784
Less: Imputed interest	(37,998		)
Present value of operating lease liabilities	$	17,786

(1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ than those presented.

XML

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted earnings per common share

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2019 and 2018.

	Three months ended March 31,
Earnings Per Share (in thousands, except per share data)	2019		2018
Numerator
Net income	$	7,389	$	25,149
Less: preferred stock dividends	1,289		2,448
Less: amount allocated to participating securities	79		71
Less: income attributable to noncontrolling interest after preferred stock dividends	214		954
Net income attributable to common stockholders	$	5,807	$	21,676
Denominator
Weighted average common shares outstanding — basic	114,721		97,021
Effect of dilutive securities(1)
Share-based compensation	272		302
Weighted average common shares outstanding — diluted	114,993		97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$	0.05	$	0.22
Net income per share attributable to common stockholders — diluted	$	0.05	$	0.22

(1) During the three months ended March 31, 2019 and 2018, there were 214 and 202, unvested shares of restricted common stock, respectively, on a weighted average basis that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive.

XML

Organization and Description of Business (Details) ft² in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019 ft² tenant state building	Dec. 31, 2018
Real Estate Properties [Line Items]
Ownership interest in Operating Partnership (as a percent)	96.70%	96.50%
Number of properties	395
Number of states in which the entity owned buildings | state	38
Area (in square feet) | ft²	78.2
Percentage of buildings leased to tenants	95.20%
Number of tenants | tenant	359
Warehouse - Distribution buildings
Real Estate Properties [Line Items]
Number of properties	328
Light Manufacturing buildings
Real Estate Properties [Line Items]
Number of properties	58
Flex/Office Buildings
Real Estate Properties [Line Items]
Number of properties	9

XML

Summary of Significant Accounting Policies - New Accounting Pronouncements (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 16,005		$ 0
Operating lease liabilities	$ 17,786		$ 0
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase to cumulative dividends in excess of earnings due to new accounting principle in period of adoption		$ (200)
Operating lease right-of-use assets		16,300
Operating lease liabilities		$ 18,000

XML

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 7,857	$ 7,968
Restricted cash	4,451	14,574
Cash and cash equivalents and restricted cash—end of period	$ 12,308	$ 22,542	$ 17,714	$ 28,129

XML

Summary of Significant Accounting Policies - Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Net income	$ 7,389,000	$ 25,149,000
State and local income, excise and franchise taxes	200,000	200,000
Liabilities for uncertain tax positions	0		$ 0
Real Estate Investment Trust
Business Acquisition [Line Items]
Net income	$ (12,000)	$ (36,000)

XML

Rental Property - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	$ 3,118,516	$ 2,991,701
Deferred leasing intangibles assets, accumulated amortization	224,740	246,502
Land
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	377,530	364,023
Buildings, net of accumulated depreciation of $211,755 and $199,497, respectively
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	2,180,636	2,082,781
Rental property, accumulated depreciation	211,755	199,497
Tenant improvements, net of accumulated depreciation of $21,026 and $36,450, respectively
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	31,108	30,704
Rental property, accumulated depreciation	21,026	36,450
Building and land improvements, net of accumulated depreciation of $88,229 and $80,983, respectively
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	173,715	168,229
Rental property, accumulated depreciation	88,229	80,983
Construction in progress
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	7,088	3,949
Deferred leasing intangibles, net of accumulated amortization of $224,740 and $246,502, respectively
Property Subject to or Available for Operating Lease [Line Items]
Rental property, net	348,439	342,015
Deferred leasing intangibles assets, accumulated amortization	$ 224,740	$ 246,502

XML

Rental Property - Acquisitions (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) ft² building
Business Acquisition [Line Items]
Area (in square feet)	78,200,000
Acquisitions Q1 2019
Business Acquisition [Line Items]
Area (in square feet)	2,363,623
Number of Buildings Acquired | building	10
Business Combination, Consideration Transferred | $	$ 185,363
Florence, KY, 1-24-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	176,000
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 9,965
Burgettstown, PA, 2-21-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	455,000
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 28,676
Taunton, MA, 2-21-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	349,870
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 26,483
Blaine, MN, 2-28-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	248,816
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 21,955
Piedmont, SC, 3-7-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	331,845
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 24,536
York, PA, 3-7-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	148,300
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 10,546
Omaha, NE, 3-11-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	237,632
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 20,005
Humble, TX, 3-28-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	132,000
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 17,307
Elkridge, MD, 3-28-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	167,410
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 13,648
Houston, TX, 3-28-19 [Member]
Business Acquisition [Line Items]
Area (in square feet)	116,750
Number of Buildings Acquired | building	1
Business Combination, Consideration Transferred | $	$ 12,242

XML

Rental Property - Acquisitions - Allocation of Consideration (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Allocation of the consideration paid for the acquired assets and liabilities
Land	$ 18,152
Buildings	127,201
Tenant improvements	1,349
Building and land improvements	11,235
Construction in progress	2,032
Other assets	1,049
Total purchase price	185,363
In-place leases
Allocation of the consideration paid for the acquired assets and liabilities
Deferred leasing intangibles	$ (16,743)
Weighted average amortization period of lease intangibles	7 years 10 months 20 days
Tenant relationships
Allocation of the consideration paid for the acquired assets and liabilities
Deferred leasing intangibles	$ (8,404)
Weighted average amortization period of lease intangibles	11 years 3 months 10 days
Above market leases
Allocation of the consideration paid for the acquired assets and liabilities
Deferred leasing intangibles	$ (327)
Weighted average amortization period of lease intangibles	4 years 3 months 25 days
Below market leases
Allocation of the consideration paid for the acquired assets and liabilities
Deferred leasing intangibles	$ 1,129
Weighted average amortization period of lease intangibles	8 years 5 months 15 days

XML

Rental Property - Acquisitions - Results of Operations (Details) - Acquisitions 2019 [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Business Acquisition [Line Items]
Revenue	$ 1,194
Net income (loss)	$ 145

XML

Rental Property - Disposals (Details) $ in Thousands, ft² in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) ft² building	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings disposed | building	395
Area (in square feet) | ft²	78.2
Carrying value of property sold	$ 3,118,516		$ 2,991,701
Disposal Group, Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of buildings disposed | building	5
Area (in square feet) | ft²	1.0
Carrying value of property sold	$ 15,300
Contribution to revenue	100	$ 1,100
Disposal Group, Including Discontinued Operation, Operating Income (Loss)	(200)	$ 500
Net proceeds from sales of rental property	16,600
Gain (Loss) on Sale	$ 1,300

XML

Rental Property - Loss on Impairments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) building Rate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment of Real Estate | $	$ 5,344
Fair Value, Inputs, Level 3 [Member] | Income Approach Valuation Technique
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Property, Plant, and Equipment, Fair Value Disclosure | $	$ 4,373
Fair Value Inputs, Discount Rates | Rate	12.00%
Fair Value Inputs Exit Capitalization Rate | Rate	12.00%
Rapid City, SD, Q4 2007
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Buildings Impaired | building	1

XML

Rental Property - Deferred Leasing Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Deferred leasing intangibles, gross	$ 573,179		$ 588,517
Deferred leasing intangibles assets, accumulated amortization	(224,740)		(246,502)
Deferred leasing intangibles, net	348,439		342,015
Below market lease, gross	30,862		34,331
Below market lease, accumulated amortization	(10,394)		(12,764)
Below market lease, net	20,468		21,567
Net decrease to rental income related to above and below market lease amortization	967	$ 1,207
Above market leases
Finite-Lived Intangible Assets [Line Items]
Deferred leasing intangibles, gross	70,961		73,122
Deferred leasing intangibles assets, accumulated amortization	(30,409)		(31,059)
Deferred leasing intangibles, net	40,552		42,063
Other intangible lease assets
Finite-Lived Intangible Assets [Line Items]
Deferred leasing intangibles, gross	502,218		515,395
Deferred leasing intangibles assets, accumulated amortization	(194,331)		(215,443)
Deferred leasing intangibles, net	307,887		$ 299,952
Amortization expense related to other intangible lease assets	16,814	$ 18,100
Estimated Net Amortization of In-Place Leases, Leasing Commissions and Tenant Relationships
Remainder of 2019	48,278
2020	54,265
2021	43,369
2022	35,017
2023	28,732
Net decrease to rental income related to above and below market lease amortization
Estimated Net Amortization of In-Place Leases, Leasing Commissions and Tenant Relationships
Remainder of 2019	2,900
2020	3,546
2021	2,221
2022	1,361
2023	$ 1,363

XML

Debt - Summary (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,347,030	$ 1,332,511
Unamortized debt issuance costs	(6,240)	(6,653)
Unamortized fair market value premium	48	50
Principal outstanding	$ 1,340,838	1,325,908
Weighted average interest rate	3.56%
Debt Instrument, Unused Borrowing Capacity, Amount	$ 553,900
Interest Rate Swaps
Debt Instrument [Line Items]
Notional amount	$ 600,000
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Stated interest rate	2.4945%
$175 Million Unsecured Term Loan E [Member]
Debt Instrument [Line Items]
Debt Instrument, Unused Borrowing Capacity, Amount	$ 175,000
Unsecured Credit Facility
Debt Instrument [Line Items]
Principal outstanding	115,500	$ 100,500
Maximum borrowing capacity	$ 500,000
Unsecured Credit Facility | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	0.90%	0.90%
Unsecured Credit Facility | Prepaid Expenses and Other Assets
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (3,000)	$ (3,200)
Unsecured Term Loans
Debt Instrument [Line Items]
Long-term debt, gross	600,000	600,000
Unamortized debt issuance costs	(3,358)	(3,640)
Principal outstanding	596,642	596,360
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan C
Debt Instrument [Line Items]
Long-term debt, gross	$ 150,000	$ 150,000
Stated interest rate	2.39%
Fixed Interest Rate (as a percent)	1.39%
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan C | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan B
Debt Instrument [Line Items]
Long-term debt, gross	$ 150,000	$ 150,000
Stated interest rate	3.05%
Fixed Interest Rate (as a percent)	2.05%
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan B | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan A
Debt Instrument [Line Items]
Long-term debt, gross	$ 150,000	$ 150,000
Stated interest rate	2.70%
Fixed Interest Rate (as a percent)	1.70%
Unsecured Term Loans | $150 Million Wells Fargo Unsecured Term Loan A | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Unsecured Term Loans | $150 Million Unsecured Term Loan D [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 150,000	$ 150,000
Stated interest rate	2.85%
Fixed Interest Rate (as a percent)	1.85%
Unsecured Term Loans | $150 Million Unsecured Term Loan D [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Unsecured Term Loans | $175 Million Unsecured Term Loan E [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 0	$ 0
Stated interest rate	3.92%
Fixed Interest Rate (as a percent)	2.92%
Unsecured Term Loans | $175 Million Unsecured Term Loan E [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 575,000	$ 575,000
Unamortized debt issuance costs	(2,413)	(2,512)
Principal outstanding	572,587	572,488
Unsecured Notes | $100 Million Series F Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 100,000	100,000
Stated interest rate	3.98%
Unsecured Notes | $50 Million Series A Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 50,000	50,000
Stated interest rate	4.98%
Unsecured Notes | $100 Million Series D Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 100,000	100,000
Stated interest rate	4.32%
Unsecured Notes | $75 Million Series G Unsecured Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 75,000	75,000
Stated interest rate	4.10%
Unsecured Notes | $50 Million Series B Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 50,000	50,000
Stated interest rate	4.98%
Unsecured Notes | $80 Million Series C Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 80,000	80,000
Stated interest rate	4.42%
Unsecured Notes | $20 Million Series E Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 20,000	20,000
Stated interest rate	4.42%
Unsecured Notes | $100 Million Series H Unsecured Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 100,000	100,000
Stated interest rate	4.27%
Mortgage Loans Payable
Debt Instrument [Line Items]
Long-term debt, gross	$ 56,530	57,011
Unamortized debt issuance costs	(469)	(501)
Unamortized fair market value premium	48	50
Principal outstanding	56,109	56,560
Mortgage Loans Payable | Wells Fargo Bank, National Association CMBS Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 52,763	53,216
Stated interest rate	4.31%
Penalty free prepayment period	3 months
Mortgage Loans Payable | Thrivent Financial for Lutherans Due December 15, 2023 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 3,767	$ 3,795
Stated interest rate	4.78%
Penalty free prepayment period	3 months

XML

Debt - 2019 Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Debt Instrument [Line Items]
Debt Instrument, Unused Borrowing Capacity, Amount	$ 553,900
Net book value of properties that are collateral for debt arrangements	87,200		$ 88,200
Accounts Payable and Accrued Liabilities [Member]
Debt Instrument [Line Items]
Interest payable	7,700		$ 5,900
Interest Expense [Member]
Debt Instrument [Line Items]
Amortization of deferred financing fees	618	$ 534
Line of Credit Facility, Commitment Fee Amount	$ 383	$ 339

XML

Debt - Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,347,030	$ 1,332,511
Unamortized fair market value premium	48	50
Unamortized debt issuance costs	(6,240)	(6,653)
Principal outstanding	1,340,838	1,325,908
Long-term debt, fair value	1,369,827	1,343,081
Unsecured Credit Facility
Debt Instrument [Line Items]
Principal outstanding	115,500	100,500
Long-term debt, fair value	115,500	100,500
Unsecured Term Loans
Debt Instrument [Line Items]
Long-term debt, gross	600,000	600,000
Unamortized debt issuance costs	(3,358)	(3,640)
Principal outstanding	596,642	596,360
Long-term debt, fair value	600,000	600,000
Unsecured Notes
Debt Instrument [Line Items]
Long-term debt, gross	575,000	575,000
Unamortized debt issuance costs	(2,413)	(2,512)
Principal outstanding	572,587	572,488
Long-term debt, fair value	596,833	585,292
Mortgage Loans Payable
Debt Instrument [Line Items]
Long-term debt, gross	56,530	57,011
Unamortized fair market value premium	48	50
Unamortized debt issuance costs	(469)	(501)
Principal outstanding	56,109	56,560
Long-term debt, fair value	$ 57,494	$ 57,289

XML

Use of Derivative Financial Instruments - Risk Management and Unsecured Loan Swaps (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Interest Rate Swaps
Unsecured Term Loan Swaps
Notional amount assets	$ 600,000	$ 600,000
Notional amount liabilities	300,000	$ 300,000
Interest Rate Derivative, Regions Bank, March 01, 2013
Unsecured Term Loan Swaps
Notional amount assets	25,000
Derivative Asset, Fair Value, Gross Asset	$ 235
Fixed Interest Rate (as a percent)	1.33%
Interest Rate Derivative, Capital One, July 01, 2013
Unsecured Term Loan Swaps
Notional amount assets	$ 50,000
Derivative Asset, Fair Value, Gross Asset	$ 316
Fixed Interest Rate (as a percent)	1.681%
Interest Rate Derivative, Capital One, August 01, 2013
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 153
Fixed Interest Rate (as a percent)	1.703%
Interest Rate Derivative, Regions Bank, February 03, 2014
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 90
Fixed Interest Rate (as a percent)	1.9925%
Interest Rate Derivative, The Toronto-Dominion Bank, September 29, 2016
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 342
Fixed Interest Rate (as a percent)	1.383%
Interest Rate Derivative, PNC Bank, September 29, 2016
Unsecured Term Loan Swaps
Notional amount assets	$ 50,000
Derivative Asset, Fair Value, Gross Asset	$ 678
Fixed Interest Rate (as a percent)	1.3906%
Interest Rate Derivative, Regions Bank, September 29, 2016
Unsecured Term Loan Swaps
Notional amount assets	$ 35,000
Derivative Asset, Fair Value, Gross Asset	$ 477
Fixed Interest Rate (as a percent)	1.3858%
Interest Rate Derivative, US Bank, September 29, 2016
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 338
Fixed Interest Rate (as a percent)	1.395%
Interest Rate Derivative, Capital One, September 29, 2016
Unsecured Term Loan Swaps
Notional amount assets	$ 15,000
Derivative Asset, Fair Value, Gross Asset	$ 202
Fixed Interest Rate (as a percent)	1.395%
Interest Rate Derivative, Royal Bank of Canada, March 20, 2015
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 256
Fixed Interest Rate (as a percent)	1.709%
Interest Rate Derivative, The Toronto-Dominion Bank, March 20, 2015
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 255
Fixed Interest Rate (as a percent)	1.7105%
Interest Rate Derivative, The Toronto-Dominion Bank, September 10, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 100,000
Derivative Asset, Fair Value, Gross Asset	$ 18
Fixed Interest Rate (as a percent)	2.2255%
Interest Rate Derivative, Wells Fargo Bank, March 20, 2015
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 243
Fixed Interest Rate (as a percent)	1.828%
Interest Rate Derivative, The Toronto-Dominion Bank, February 14, 2020
Unsecured Term Loan Swaps
Notional amount liabilities	$ 25,000
Derivative Liability, Fair Value, Gross Liability	$ (204)
Fixed Interest Rate (as a percent)	2.4535%
Interest Rate Derivative, Regions Bank, February 14, 2020
Unsecured Term Loan Swaps
Notional amount liabilities	$ 50,000
Derivative Liability, Fair Value, Gross Liability	$ (430)
Fixed Interest Rate (as a percent)	2.475%
Interest Rate Derivative, Capital One, February 14, 2020
Unsecured Term Loan Swaps
Notional amount liabilities	$ 50,000
Derivative Liability, Fair Value, Gross Liability	$ (487)
Fixed Interest Rate (as a percent)	2.53%
Interest Rate Derivative, The Toronto-Dominion Bank, October 30, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 269
Fixed Interest Rate (as a percent)	1.8485%
Interest Rate Derivative, Royal Bank of Canada, October 30, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 267
Fixed Interest Rate (as a percent)	1.8505%
Interest Rate Derivative, Wells Fargo Bank, October 30, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 267
Fixed Interest Rate (as a percent)	1.8505%
Interest Rate Derivative, PNC Bank, $25m, October 30, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 25,000
Derivative Asset, Fair Value, Gross Asset	$ 269
Fixed Interest Rate (as a percent)	1.8485%
Interest Rate Derivative, PNC Bank, $50m, October 30, 2017
Unsecured Term Loan Swaps
Notional amount assets	$ 50,000
Derivative Asset, Fair Value, Gross Asset	$ 539
Fixed Interest Rate (as a percent)	1.8475%
Interest Rate Derivative, The Toronto-Dominion Bank, July 26, 2019 [Member]
Unsecured Term Loan Swaps
Notional amount liabilities	$ 50,000
Derivative Liability, Fair Value, Gross Liability	$ (1,696)
Fixed Interest Rate (as a percent)	2.918%
Interest Rate Derivative, PNC Bank, July 26, 2019 [Member]
Unsecured Term Loan Swaps
Notional amount liabilities	$ 50,000
Derivative Liability, Fair Value, Gross Liability	$ (1,699)
Fixed Interest Rate (as a percent)	2.919%
Interest Rate Derivative, Bank of Montreal, July 26, 2019 [Member]
Unsecured Term Loan Swaps
Notional amount liabilities	$ 50,000
Derivative Liability, Fair Value, Gross Liability	$ (1,696)
Fixed Interest Rate (as a percent)	2.919%
Interest Rate Derivative, US Bank, July 26, 2019 [Member]
Unsecured Term Loan Swaps
Notional amount liabilities	$ 25,000
Derivative Liability, Fair Value, Gross Liability	$ (848)
Fixed Interest Rate (as a percent)	2.919%

XML

Use of Derivative Financial Instruments - FV of Interest Rate Swaps (Details) - Interest Rate Swaps - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair value of the interest rate swaps outstanding
Notional amount assets	$ 600,000	$ 600,000
Fair value - assets	5,214	9,151
Notional amount liabilities	300,000	300,000
Fair Value - liabilities	$ (7,060)	$ (4,011)

XML

Use of Derivative Financial Instruments - Cash Flow Hedges and Contingent Features (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flow Hedges of Interest Rate Risk
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$ 12,834	$ 11,392
Interest Rate Swaps
Cash Flow Hedges of Interest Rate Risk
Additional amount reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months	(3,000)
Income (loss) recognized in accumulated other comprehensive income (loss) on interest rate swaps	(5,856)	7,493
Income (loss) reclassified from accumulated other comprehensive income into income (loss) as interest expense	1,122	(230)
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	12,834	$ 11,392
Assets Needed for Immediate Settlement, Aggregate Fair Value	$ 3,500

XML

Use of Derivative Financial Instruments - FV on Recurring Basis (Details) - Interest Rate Swaps - Fair value on recurring basis - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Assets (liabilities):
Interest rate swaps-Asset	$ 5,214	$ 9,151
Interest rate swaps-Liability	(7,060)	(4,011)
Level 1
Assets (liabilities):
Interest rate swaps-Asset	0	0
Interest rate swaps-Liability	0	0
Level 2
Assets (liabilities):
Interest rate swaps-Asset	5,214	9,151
Interest rate swaps-Liability	(7,060)	(4,011)
Level 3
Assets (liabilities):
Interest rate swaps-Asset	0	0
Interest rate swaps-Liability	$ 0	$ 0

XML

Equity - Preferred Stock (Details) - $ / shares			3 Months Ended					12 Months Ended
	Apr. 09, 2019	Jun. 11, 2018	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018	Jul. 11, 2018
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued			3,000,000	3,000,000				3,000,000
Preferred stock, liquidation preference (in dollars per share)			$ 25.00	$ 25.00				$ 25.00
Dividend rate (as a percent)			6.875%
Preferred Stock, Dividends Per Share, Declared			$ 0.4296875	$ 0.4296875	$ 0.4296875	$ 0.4296875	$ 0.4296875	1.7187500
Dividends Payable, Date Declared			Jan. 10, 2019	Oct. 10, 2018	Jul. 11, 2018	Apr. 10, 2018	Feb. 14, 2018
Dividends Payable, Date to be Paid			Apr. 01, 2019	Dec. 31, 2018	Oct. 01, 2018	Jul. 02, 2018	Apr. 02, 2018
Series C Preferred Stock | Scenario, Forecast [Member]
Class of Stock [Line Items]
Preferred Stock, Dividends Per Share, Declared	$ 0.4296875
Series B Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Dividends Per Share, Declared				$ 0.0000000	$ 0.0460069	$ 0.4140625	$ 0.4140625	$ 0.8741319
Dividends Payable, Date Declared					Jul. 11, 2018	Apr. 10, 2018	Feb. 14, 2018
Dividends Payable, Date to be Paid					Oct. 01, 2018	Jul. 02, 2018	Apr. 02, 2018
Stock Redeemed or Called During Period, Shares		2,800,000
Preferred Stock, Redemption Price Per Share									$ 25.00

XML

Equity - Common Stock ATM (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Proceeds from sales of common stock	$ 150,189	$ 0
At The Market Program 2019 $600 Million | Common Stock
Class of Stock [Line Items]
Common Stock Value Authorized under Stock Offering Program	600,000
Aggregate value of common stock available to be sold under the ATM	$ 449,811
Number of shares sold	5,441,409
Proceeds from sales of common stock	$ 150,189
Sales agents' fee	1,302
Net proceeds	$ 148,887
At The Market Program 2017 $500 Million | Common Stock
Class of Stock [Line Items]
Number of shares sold			14,724,614
Proceeds from sales of common stock			$ 390,447
Sales agents' fee			4,040
Net proceeds			$ 386,407
At The Market (ATM) Program | Common Stock
Class of Stock [Line Items]
Number of shares sold	5,441,409		14,724,614
Proceeds from sales of common stock	$ 150,189		$ 390,447
Sales agents' fee	1,302		4,040
Net proceeds	$ 148,887		$ 386,407
Weighted Average | At The Market Program 2019 $600 Million | Common Stock
Class of Stock [Line Items]
Issue price (in dollars per share)	$ 27.60
Weighted Average | At The Market Program 2017 $500 Million | Common Stock
Class of Stock [Line Items]
Issue price (in dollars per share)			$ 26.52
Weighted Average | At The Market (ATM) Program | Common Stock
Class of Stock [Line Items]
Issue price (in dollars per share)	$ 27.60		$ 26.52

XML

Equity - Common Stock Dividends (Details) - Common Stock - $ / shares																						3 Months Ended	12 Months Ended
	Apr. 15, 2019	Apr. 09, 2019	Mar. 15, 2019	Feb. 15, 2019	Jan. 15, 2019	Jan. 10, 2019	Dec. 17, 2018	Nov. 15, 2018	Oct. 15, 2018	Oct. 10, 2018	Sep. 17, 2018	Aug. 15, 2018	Jul. 16, 2018	Jul. 11, 2018	Jun. 15, 2018	May 15, 2018	Apr. 16, 2018	Apr. 10, 2018	Mar. 15, 2018	Feb. 15, 2018	Nov. 02, 2017	Mar. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Cash Paid			$ 0.119167	$ 0.119167	$ 0.118333		$ 0.118333	$ 0.118333	$ 0.118333		$ 0.118333	$ 0.118333	$ 0.118333		$ 0.118333	$ 0.118333	$ 0.118333		$ 0.118333	$ 0.118333		$ 0.357501	$ 1.419996
Common Stock, Dividends, Per Share, Declared						$ 0.119167				$ 0.118333				$ 0.118333				$ 0.118333			$ 0.118333	$ 0.357501	$ 1.419996
Scenario, Forecast [Member]
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.119167
Common Stock, Dividends, Per Share, Declared		$ 0.119167

XML

Equity - Restricted Stock (Details) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		12 Months Ended
	Jan. 07, 2019	Jan. 05, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Shares
Unvested at beginning of period (in shares)			190,462	237,207	237,207
Granted (in shares)			110,830		76,659
Vested (in shares)			(78,431)	(112,405)	(112,405)
Forfeited (in shares)			(2,320)		(10,999)
Unvested at end of period (in shares)			220,541		190,462
Fair value of restricted stock per share at grant date	$ 24.85	$ 26.40
Stock Repurchased and Retired During Period, Shares			58,697		41,975
Unrecognized compensation costs			$ 4,400
Unrecognized compensation costs, period for recognition			2 years 10 months 20 days
Vested (in shares)			(78,431)	(112,405)	(112,405)
Fair value of shares vested			$ 1,951	$ 3,002

XML

Noncontrolling Interest - Summary (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Noncontrolling interest
Noncontrolling interest ownership percentage	3.30%	3.50%	4.10%
Noncontrolling Interest - Unit holders in Operating Partnership
Noncontrolling interest
Units outstanding, balance at beginning of period (in units)	4,069,434	4,096,687
Granted/Issued	364,173	324,802
Forfeited	10,208	0
Conversions from LTIP units to Other Common Units	0	0
Redemptions from Other Common Units to common stock	439,071	352,055
Units outstanding, balance at end of period (in units)	3,984,328	4,069,434
LTIP Units | Noncontrolling Interest - Unit holders in Operating Partnership
Noncontrolling interest
Units outstanding, balance at beginning of period (in units)	1,616,200	1,457,070
Granted/Issued	364,173	324,802
Forfeited	10,208	0
Conversions from LTIP units to Other Common Units	202,173	165,672
Redemptions from Other Common Units to common stock	0	0
Units outstanding, balance at end of period (in units)	1,767,992	1,616,200
Other Common Units | Noncontrolling Interest - Unit holders in Operating Partnership
Noncontrolling interest
Units outstanding, balance at beginning of period (in units)	2,453,234	2,639,617
Granted/Issued	0	0
Forfeited	0	0
Conversions from LTIP units to Other Common Units	(202,173)	(165,672)
Redemptions from Other Common Units to common stock	439,071	352,055
Units outstanding, balance at end of period (in units)	2,216,336	2,453,234

XML

Noncontrolling Interest - LTIP FV Assumptions (Details) - LTIP Units - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 07, 2019	Mar. 31, 2019	Dec. 31, 2018
Assumptions
Expected term (years)	10 years
Expected volatility	19.00%
Expected dividend yield	6.00%
Risk-free interest rate	2.57%
Fair value of LTIP units at issuance (in thousands)	$ 3,636
LTIP units at issuance	154,649	364,173	324,802
Fair value unit price per LTIP unit at issuance	$ 23.51
Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Independent Director | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year

XML

Noncontrolling Interest - LTIP Units (Details) - LTIP Units - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 07, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Units
Unvested at beginning of period (in shares)		251,216	300,307	300,307
Granted	154,649	364,173		324,802
Vested (in units)		(157,689)	(231,041)	(373,893)
Forfeited (in units)		(10,208)		0
Unvested at end of period (in shares)		447,492		251,216
Unrecognized compensation costs		$ 7,300
Unrecognized compensation costs, period for recognition		2 years 6 months 20 days
Vested (in units)		157,689	231,041	373,893
Fair value of units vested		$ 4,063	$ 6,035

XML

Equity Incentive Plan - Performance Plan Assumptions (Details) - Performance shares $ in Thousands	Jan. 07, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	20.70%
Expected dividend yield	6.00%
Risk-free interest rate	2.56%
Fair value of performance units grant (in thousands)	$ 5,620

XML

Equity Incentive Plan - 2019 Activity (Details) - USD ($) $ in Millions			3 Months Ended	12 Months Ended
	Jan. 07, 2019	Dec. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	154,649		364,173	324,802
Unrecognized compensation costs			$ 7.3
Unrecognized compensation costs, period for recognition			2 years 6 months 20 days
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Stock Repurchased and Retired During Period, Shares			58,697	41,975
Granted			110,830	76,659
Unrecognized compensation costs			$ 4.4
Unrecognized compensation costs, period for recognition			2 years 10 months 20 days
Performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs			$ 9.2
Unrecognized compensation costs, period for recognition			2 years 4 months 20 days
Performance Units Granted in 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		3 years
Performance Units Granted in 2016 [Member] | LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Issuance of vested LTIP units and shares	102,216
Granted	107,308
Performance Units Granted in 2016 [Member] | Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of vested LTIP units and shares	74,032
Stock Repurchased and Retired During Period, Shares	30,193
Performance Units Granted in 2016 [Member] | Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Granted	22,678

XML

Equity Incentive Plan - Equity Non-cash Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
General and Administrative Expenses
Equity Incentive Plan
Share-based compensation	$ 2,278	$ 2,220
Restricted stock | General and Administrative Expenses
Equity Incentive Plan
Share-based compensation	427	434
LTIP Units | General and Administrative Expenses
Equity Incentive Plan
Share-based compensation	887	871
Performance shares | General and Administrative Expenses
Equity Incentive Plan
Share-based compensation	859	829
Independent Director | General and Administrative Expenses
Equity Incentive Plan
Share-based compensation	$ 105	$ 86
Common Stock | Independent Director
Equity Incentive Plan
Number of days of average trailing stock price used to calculate number of shares of common stock granted	10 days	10 days

XML

Leases - Rental Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Leases [Abstract]
Fixed lease payments	$ 72,117
Variable lease payments	22,181
Straight-line rental income	2,284
Net decrease to rental income related to above and below market lease amortization	(967)	$ (1,207)
Total rental income	$ 95,615	$ 83,127

XML

Leases - Tenant Accounts Receivable (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Lease Security Deposits Available in Letters of Credit	$ 18.4		$ 18.3
Lease security deposits in restricted cash	0.7		0.7
Lease security deposits included in tenant prepaid rent and security deposits on the Balance Sheet	8.7		8.4
Real Estate Taxes, Tenant Responsibility	3.9	$ 3.1
Accrued Income Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Deferred Rent Receivables, Net	$ 34.2		$ 32.4

XML

Leases - Maturity of Fixed Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Remainder of Fiscal Year	$ 240,185
2020	288,787
2021	243,992
2022	203,368
2023	165,946
Thereafter	$ 578,495
2019		$ 299,978
2020		271,936
2021		226,970
2022		188,707
2023		152,814
Thereafter		$ 535,192

XML

Leases - Lessee Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) Rate
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	35 years 1 month
Operating Lease, Weighted Average Discount Rate, Percent | Rate	7.10%
Lease, Cost	$ 597
Operating Lease, Payments	$ 569
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	2 years
Lessee, Operating Lease, Renewal Term	10 years
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	47 years 9 months
Lessee, Operating Lease, Renewal Term	20 years
Operating Expense [Member]
Lessee, Lease, Description [Line Items]
Lease, Cost	$ 331
General and Administrative Expenses
Lessee, Lease, Description [Line Items]
Lease, Cost	$ 266

XML

Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Remainder of Fiscal Year	$ 1,712
2020	2,294
2021	1,400
2022	1,107
2023	1,116
Thereafter	48,155
Lessee, Operating Lease, Liability, Payments, Due	55,784
Less: Imputed interest	(37,998)
Operating lease liabilities	$ 17,786	$ 0
2019		2,110
2020		2,122
2021		1,227
2022		935
2023		944
Thereafter		$ 45,580

XML

Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Participating securities	213,856	201,650

XML

Earnings Per Share - Reconciliation of Numerator and Denominator (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator
Net income	$ 7,389	$ 25,149
Less: preferred stock dividends	1,289	2,448
Less: amount allocated to participating securities	79	71
Less: income attributable to noncontrolling interest after preferred stock dividends	214	954
Net income attributable to common stockholders	$ 5,807	$ 21,676
Denominator
Weighted average common shares outstanding — basic	114,721	97,021
Share-based compensation	272	302
Weighted average common shares outstanding — diluted	114,993	97,323
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic	$ 0.05	$ 0.22
Net income per share attributable to common stockholders — diluted	$ 0.05	$ 0.22
Restricted stock
Net income per share — basic and diluted
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	214	202

XML

Commitments and Contingencies - Agreements (Details) $ in Millions	Mar. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of credit outstanding	$ 5.6
Contractual Obligation	$ 9.8

XML

Subsequent Events - Underwritten Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 04, 2019	Apr. 01, 2019	Mar. 31, 2019	Mar. 31, 2018
Class of Stock [Line Items]
Proceeds from sales of common stock			$ 150,189	$ 0
Subsequent Event | Common Stock
Class of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		7,475,000
Shares Issued, Price Per Share		$ 28.72
Proceeds from sales of common stock	$ 214,700
Subsequent Event | Over-Allotment Option [Member] | Common Stock
Class of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		975,000

XML

Subsequent Events - Authorized Shares (Details) - shares	Apr. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Common stock, shares authorized		150,000,000	150,000,000
Preferred stock, shares authorized		15,000,000	15,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares authorized	300,000,000
Preferred stock, shares authorized	20,000,000