Companies: 10,652     total market cap: $141.113 T
โ‚ฌEUR๐Ÿ‡ช๐Ÿ‡บโ‚นINR๐Ÿ‡ฎ๐Ÿ‡ณยฃGBP๐Ÿ‡ฌ๐Ÿ‡ง$CAD๐Ÿ‡จ๐Ÿ‡ฆ$AUD๐Ÿ‡ฆ๐Ÿ‡บ$NZD๐Ÿ‡ณ๐Ÿ‡ฟ$HKD๐Ÿ‡ญ๐Ÿ‡ฐ$SGD๐Ÿ‡ธ๐Ÿ‡ฌ
STAG Industrial
STAG
#2566
Rank
$7.16 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$37.56
Share price
-4.26%
Change (1 day)
9.34%
Change (1 year)
๐Ÿ  Real estate๐Ÿ’ฐ Investment ๐Ÿ˜๏ธ REITs
Categories
  1. STAG Industrial
  2. Annual Reports (10-K)
  3. Financial Year 2021

STAG Industrial - 10-K annual report 2021


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
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)
Maryland27-3099608
(State or other jurisdiction of(IRS Employer Identification No.)
incorporation or organization)
One Federal Street
23rd Floor
Boston,Massachusetts02110
(Address of principal executive offices)(Zip code)
(617) 574-4777
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueSTAGNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐  No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒     Accelerated filer  ☐     Non-accelerated filer ☐     Smaller reporting company ☐     Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $5,991 million based on the closing price on the New York Stock Exchange as of June 30, 2021.
Number of shares of the registrant’s common stock outstanding as of February 15, 2022: 177,952,678

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement with respect to its 2022 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14 hereof as noted therein.

STAG INDUSTRIAL, INC.

Table of Contents 
 
PART I.
 
4
10
24
24
33
34
 
PART II.
 
34
35
35
55
55
55
56
56
56
 
PART III.
 
56
56
56
57
57
 
PART IV.
 
57
59
2

PART I.
Introduction

As used herein, except where the context otherwise requires, “Company,” “we,” “our” and “us,” refer to STAG Industrial, Inc. and our consolidated subsidiaries and partnerships, including our operating partnership, STAG Industrial Operating Partnership, L.P. (“Operating Partnership”).

Forward-Looking Statements
 
This report, including the information incorporated by reference, contains “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). You can identify forward-looking statements by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Forward-looking statements in this report include, among others, statements about our future financial condition, results of operations, capitalization rates on future acquisitions, our business strategy and objectives, including our acquisition strategy, occupancy and leasing rates and trends, and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward‑looking statements. Furthermore, actual results may differ materially from those described in the forward‑looking statements and may be affected by a variety of risks and factors including, without limitation:

•the factors included in this report, including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

•the ongoing adverse effects of the novel coronavirus (“COVID-19”) pandemic, or any future pandemic, epidemic or outbreak of infectious disease, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets;

•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, the general economic climate in local markets and competition for tenants in such markets, and the repurposing or redevelopment of retail properties into industrial properties (in part or whole);

•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, epidemics, pandemics, 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;
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•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; 

•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;

•how and when pending forward equity sales may settle;

•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. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth above, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1.  Business

Certain Definitions

In this report:

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

We define “total annualized base rental revenue” as the contractual monthly base rent as of December 31, 2021 (which differs from rent calculated in accordance with GAAP) multiplied by 12. If a tenant is in a free rent period as of December 31, 2021, 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 being redeveloped as the earlier of achieving 90% occupancy or 12 months after completion. With respect to properties acquired and immediately added to the Value Add Portfolio, (i) if acquired with less than 75% occupancy as of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy or 12 months from the acquisition date; or (ii) if acquired and will be less than 75% occupied due to known move-outs within two years of the acquisition date, Stabilization will occur upon the earlier of achieving 90% occupancy after the known move-outs have occurred or 12 months after the known move-outs have occurred.

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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, assets contained in the Value Add Portfolio, and assets classified as held for sale.

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 that 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.

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.

We define a “New Lease” as any lease that is signed for an initial term equal to or greater than 12 months for any vacant space, including a lease signed by a new tenant or an existing tenant that is expanding into new (additional) space.

We define “Renewal Lease” as a lease signed by an existing tenant to extend the term for 12 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, or (iii) an early renewal or workout, which ultimately does extend the original term for 12 months or more.

Overview

We are a REIT focused on the acquisition, ownership and operation of industrial properties throughout the United States. We seek to (i) identify properties for acquisition that offer relative value across all locations, industrial property types, and tenants through the principled application of our proprietary risk assessment model, (ii) operate our properties in an efficient, cost-effective manner, and (iii) capitalize our business appropriately given the characteristics of our assets. We are a Maryland corporation and our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “STAG.”

We are organized and conduct our operations to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and generally are not subject to federal income tax to the extent we currently distribute our income to our stockholders and maintain our qualification as a REIT.  We remain subject to state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income.

As of December 31, 2021, we owned 544 buildings in 40 states with approximately 108.6 million rentable square feet, consisting of 459 warehouse/distribution buildings, 74 light manufacturing buildings, two flex/office buildings, and nine Value Add Portfolio buildings. We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant. As of December 31, 2021, our buildings were approximately 96.9% leased to 532 tenants, with no single tenant accounting for more than approximately 3.2% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.3% of our total annualized base rental revenue. We intend to maintain a diversified mix of tenants to limit our exposure to any single tenant.
As of December 31, 2021, our Operating Portfolio was approximately 97.4% leased and our SL Rent Change on new and renewal leases together grew approximately 17.6% and 8.2% during the years ended December 31, 2021 and 2020, respectively and our Cash Rent Change on new and renewal leases together grew approximately 10.4% and 2.2% during the years ended December 31, 2021 and 2020, respectively.
We have a fully-integrated acquisition, leasing and asset management platform, and our senior management team has a significant amount of industrial real estate experience. Our mission is to continue to be a disciplined, relative value investor and a leading owner and operator of industrial properties in the United States.  We seek to deliver attractive stockholder returns in all market environments by providing a covered dividend combined with accretive growth.
We are structured as an umbrella partnership REIT, also known as an UPREIT, and own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control and manage. As of December 31, 2021, we owned approximately 98.1% of the common units of our Operating Partnership, and our current and former executive
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officers, directors, employees and their affiliates, and third parties owned the remaining 1.9%. “Common units” are units of limited partnership interest in our Operating Partnership that are not designated as preferred with respect to distributions. We completed our initial public offering of common stock and related formation transactions, pursuant to which we succeeded our predecessor, on April 20, 2011.

Our Strategy
Our primary business objectives are to own and operate a balanced and diversified portfolio of binary risk investments (individual industrial properties) that maximize cash flows available for distribution to our stockholders, and to enhance stockholder value over time by achieving sustainable long-term growth in distributable cash flow from operations per share.
We believe that our focus on owning and operating a portfolio of individually-acquired industrial properties throughout the United States will, when compared to other real estate portfolios, generate returns for our stockholders that are attractive in light of the associated risks for the following reasons.
•Buyers tend to price an individual industrial property according to the binary nature of its cash flows; with only typically one potential tenant as many industrial properties are single-tenant, any one property is either generating revenue or not. Furthermore, tenants typically cover operating expenses at a property and when a property is not generating revenue, we, as owners, are responsible for paying these expenses. We believe the market prices these properties are based upon a higher risk profile due to the single-tenant nature of these properties and therefore applies a lower value relative to a diversified cash flowing investment.
•The acquisition and contribution of these primarily single-tenant properties to an aggregated portfolio of these individual binary risk cash flows creates diversification, thereby lowering risk and creating value.
•Industrial properties generally require less capital expenditure than other commercial property types and single-tenant properties generally require less expenditure for leasing, operating and capital costs per property than multi-tenant properties.
•Other institutional, industrial real estate buyers tend to focus on properties and portfolios in a select few primary markets. In contrast, we focus on individual properties across many markets. As a result, our typical competitors are local investors who often do not have the same access to debt or equity capital as us. In our fragmented, predominantly non-institutional environment, a sophisticated, institutional platform with access to capital has execution and operational advantages.
While our portfolio does consist primarily of single-tenant properties, this is not exclusive; we also own many multi-tenant properties, as a result of acquiring properties with more than one tenant or of originally single-tenant properties re-leasing to multiple tenants.
Regulation
General
We are subject to various laws, ordinances, rules and regulations of the United States and the states and local municipalities in which we own properties, including regulations relating to common areas and fire and safety requirements. We believe that we or our tenants, as applicable, have the necessary permits and approvals to operate each of our properties.

Americans with Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent that such properties are “public accommodations” as defined under the ADA. Under the ADA, places of public accommodation must meet certain federal requirements related to access and use by disabled persons. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Although we believe that the properties in our portfolio in the aggregate substantially comply with current requirements of the ADA, and we have not received any notice for correction from any regulatory agency, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance and therefore we may own properties that are not in compliance with the ADA.

ADA compliance is dependent upon the tenant’s specific use of the property, and as the use of a property changes or improvements to existing spaces are made, we will take steps to ensure compliance. Noncompliance with the ADA could result
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in additional costs to attain compliance, the imposition of fines by the federal government or the award of damages or attorney’s fees to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations to achieve compliance as necessary.

Environmental Matters

Our properties are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, as the owner of a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated, and therefore it is possible we could incur these costs even after we sell a property. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow using the property as collateral or to sell the property. Under applicable environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment. We invest in properties historically used for industrial, light manufacturing and commercial purposes. Some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks used to store petroleum products and other hazardous or toxic substances, which create a potential for the release of petroleum products or other hazardous or toxic substances. We also own properties that are on or are adjacent to or near other properties upon which other persons, including former owners or tenants of our properties, have engaged, or may in the future engage, in activities that may generate or release petroleum products or other hazardous or toxic substances.

Environmental laws in the United States also require that owners of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on owners or who fail to comply with these requirements and may allow third parties to seek recovery from owners for personal injury associated with exposure to asbestos. Some of our buildings are known to have asbestos containing materials, and others, due to the age of the building and observed conditions, are suspected of having asbestos containing materials. We do not believe these conditions will materially and adversely affect us. In most or all instances, no immediate action was recommended to address the conditions.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our stockholders. All of our properties were subject to a Phase I or similar environmental assessment by independent environmental consultants at the time of acquisition. We generally expect to continue to obtain a Phase I or similar environmental assessment by independent environmental consultants on each property prior to acquiring it. However, these environmental assessments may not reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.

At the time of acquisition, we add each property to our portfolio environmental insurance policy that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations.

Compliance with these environmental laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods. We can make no assurances that future laws, ordinances or regulations will not impose material environmental liabilities on us, or the current environmental condition of our properties will not be affected by tenants, the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

Insurance
We carry comprehensive general liability, fire, extended coverage and rental loss insurance covering all of the properties in our portfolio under a blanket insurance policy. In addition, we maintain a portfolio environmental insurance policy that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. Generally, we do not carry insurance for certain losses, including, but not limited to, losses caused by floods (unless the property is located in a
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flood plain), earthquakes, acts of war, acts of terrorism or riots. We carry employment practices liability insurance that covers us against claims by employees, former employees or potential employees for various employment related matters including wrongful termination, discrimination, sexual harassment in the workplace, hostile work environment, and retaliation, subject to the policy’s coverage conditions and limitations. We carry comprehensive cyber liability insurance coverage that covers us against claims related to certain first party and third party losses including data restoration costs, crisis management expenses, credit monitoring costs, failure to implement and maintain reasonable security procedures, invasion of customer’s privacy and negligence, subject to the policy’s coverage conditions and limitations. We also carry directors and officers insurance. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practice; however, our insurance coverage may not be sufficient to cover all of our losses.
Competition

In acquiring our target properties, we compete primarily with local or regional operators due to the smaller, single asset (versus portfolio) focus of our acquisition strategy. From time to time we compete with other public industrial property sector REITs, single-tenant REITs, income oriented non-traded REITs, and private real estate funds. Local real estate investors historically have represented our predominant competition for deals and they typically do not have the same access to capital that we do as a publicly traded institution. We also face significant competition from owners and managers of competing properties in leasing our properties to prospective tenants and in re-leasing space to existing tenants.

Operating Segments

We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and accordingly, have only one reporting and operating segment. See Note 2 in the accompanying Notes to Consolidated Financial Statements under “Segment Reporting.”

Corporate Responsibility Program

We are committed to having a robust corporate responsibility program that incorporates environmental, social and governance (“ESG”) strategies into our overall business strategy, investment decisions and asset management strategies to increase both the sustainability and the value of our portfolio. We are also committed to transparent reporting of our ESG initiatives. In December 2021, we published our inaugural 2020-2021 Environmental, Social and Governance Report, which includes information regarding our ESG policies and programs, historic results and performance targets, including a new long-term greenhouse gas (GHG) reduction goal as approved by the Science-Based Targets Initiative (SBTi). In addition, annually we participate in the public disclosure rating process of the Global Real Estate Sustainability Benchmark, which is an entity that provides a ranking system to evaluate and compared ESG efforts in the real estate industry.

Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders and our 2020-2021 Environmental, Social and Governance Report is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com. However, the information located on, or accessible from, our website, including our sustainability report, is not, and should not be deemed to be, part of this report or incorporated into any other filing that we submit to the Securities and Exchange Commission (“SEC”).

Human Capital Management

We believe that demonstrating strong financial performance while also promoting awareness and respect for fundamental human rights is important to long-term value creation, business continuity and corporate success. As part of our commitment to providing a work environment that attracts, develops and retains high-performing individuals and that treats employees with dignity and respect:

•We offer equal employment opportunities to all of our employees and seek to foster a diverse and vibrant workplace with employees who possess a broad range of experiences, backgrounds and skills. We continually assess and strive to enhance employee satisfaction and engagement. Our employees, many of whom have a relatively long tenure with our company, are offered regular opportunities to participate in personal growth and professional development programs and social or team building events. We seek to identify and develop future leaders within our company and periodically review with our Chief Executive Officer and board of directors the identity, skills and characteristics of those persons who could succeed to senior and executive positions.

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•We endeavor to maintain a workplace free from discrimination or harassment on the basis of race, color, religion, creed, gender, gender identity or expression, sexual orientation, genetic information, national origin, ancestry, age, disability, military or veteran status, and political affiliate or activities, among others. We conduct training to prevent discrimination and harassment and monitor and address employee conduct.

•We are committed to compensating our employees well and at competitive industry rates while, at the same time, monitoring our compensation programs to ensure that we are continuously attracting and retaining top talent. We also provide our employees with highly competitive health and wellness benefits, including medical, dental, vision, life and short-term disability insurance, with the premiums therefor entirely paid by the Company. We also offer flexible spending accounts for medical and dependent care, a program to pay commuting and office parking costs with pre-tax income and a competitive vacation policy, including paid holidays, personal time off and a variety of leave benefits. In addition, throughout the COVID-19 pandemic, we have prioritized the health and safety of our employees and provided employees the option to work remotely with no disruption to our financial, operational, communications and other systems.

•We seek to foster a corporate culture where our many stakeholders, including our employees, engage in the topic of community development and collaborate to extend resources towards the advancement of this principle. In furtherance of this commitment, we partner with and support local charitable organizations that we believe are contributing to the growth and development of the community, particularly at-risk youth. In recent years, our employees have donated and coordinated substantial fundraising and have spent many hours volunteering to support children and young adults through a variety of charities with which we partner.

As of December 31, 2021, we employed 86 employees. None of our employees are represented by a labor union.

Additional information regarding our human capital programs and initiatives will be included in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders and is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this report or incorporated into any other filing that we submit to the SEC.

Our Corporate Structure

We were incorporated in Maryland on July 21, 2010, and our Operating Partnership was formed as a Delaware limited partnership on December 21, 2009.

We are structured as an UPREIT; our publicly-traded entity, STAG Industrial, Inc., is the REIT in the UPREIT structure, and our Operating Partnership is the umbrella partnership. We own a majority, but not all, of our Operating Partnership. We also wholly own the sole general partner (the manager) of our Operating Partnership. Substantially all of our assets are held in, and substantially all of our operations are conducted through, our Operating Partnership. Shares of our common stock are traded on the NYSE under the symbol “STAG.” The common units in our Operating Partnership are not and cannot be publicly traded, although they may provide liquidity through an exchange feature described below. Our UPREIT structure allows us to acquire properties on a tax-deferred basis by issuing common units in exchange for the property.

The common units in our Operating Partnership correlate on a one-for-one economic basis to the shares of common stock in the REIT. Each common unit receives the same distribution as a share of our common stock, the value of each common unit is tied to the value of a share of our common stock and each common unit, after one year, generally may be redeemed (that is, exchanged) for cash in an amount equivalent to the value of a share of common stock or, if we choose, for a share of common stock on a one-for-one basis. When redeeming common units for cash, the value of a share of common stock is calculated as the average common stock closing price on the NYSE for the 10 trading days immediately preceding the redemption notice date.
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The following is a simplified diagram of our UPREIT structure at December 31, 2021.
stag-20211231_g1.jpg
Additional Information
Our principal executive offices are located at One Federal Street, 23rd Floor, Boston, Massachusetts 02110. Our telephone number is (617) 574-4777.
Our website is www.stagindustrial.com. Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to any of those reports that we file with the SEC are available free of charge as soon as reasonably practicable through our website at www.stagindustrial.com. Also posted on our website, and available in print upon request, are charters of each committee of the board of directors, our code of business conduct and ethics and our corporate governance guidelines. Within the time period required by the SEC, we will post on our website any amendment to the code of business conduct and ethics and any waiver applicable to any executive officer, director or senior financial officer. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this report or any other report or document we file with or furnish to the SEC.
All reports, proxy and information statements and other information we file with the SEC are also available free of charge through the SEC’s website at www.sec.gov.

Item 1A.  Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we may currently deem immaterial also may impair our business operations.

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Risks Related to Our Business and Operations

The COVID-19 pandemic or any future pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, operating results, financial condition and cash flows.

The COVID-19 pandemic has severely affected global economic activity, caused significant volatility and negative pressure in financial markets and has had adverse effects on almost every industry, directly or indirectly. The COVID-19 pandemic or any future pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, operating results, financial condition and cash flows due to, among other factors: (i) government authorities requiring the closure of offices or other businesses or instituting quarantines of personnel; (ii) disruption in global supply and delivery chains; (iii) a general decline in business activity and demand for real estate; (iv) the repurposing or redevelopment of retail properties made defunct by the pandemic into industrial properties; (v) reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations; (vi) difficulty accessing debt and equity capital on attractive terms, or at all; and (vii) the potential negative impact on the health of our personnel or our ability to recruit and retain key employees, including as a result of any applicable federal, state or local vaccine mandates or other requirements, which may result in disruptions to certain operations. The extent to which the ongoing COVID-19 pandemic will ultimately affect our business, operating results, financial condition and cash flows will depend on many factors and future developments, including new information about COVID-19 and its variants, additional surges in infection rates, vaccine efforts and any new government regulations which may emerge to contain the virus, among others. Many risk factors set forth below should be interpreted as heightened risks because of the COVID-19 pandemic.

Adverse economic conditions may adversely affect our operating results and financial condition.

Our operating results and financial condition may be affected by market and economic challenges and uncertainties, which may result from a general economic downturn experienced by the nation as a whole, by the local economies where our properties are located or our tenants conduct business, or by the real estate industry, including the following: (i) poor economic conditions may result in tenant defaults under leases and extended vacancies at our properties; (ii) re-leasing may require concessions or reduced rental rates under the new leases due to reduced demand; (iii) adverse capital and credit market conditions may restrict our operating activities; and (iv) constricted access to credit may result in tenant defaults, non-renewals under leases or inability of potential buyers to acquire properties held for sale.

Also, to the extent we purchase real estate in an unstable market, we are subject to the risk that if the real estate market ceases to attract the same level of capital investment in the future, or the number of companies seeking to acquire properties decreases, the value of our investments may not appreciate or may decrease significantly below the amount we paid for these investments. Our operating results and financial condition could be negatively affected to the extent that an economic slowdown or downturn is prolonged or becomes more severe.

Our investments are concentrated in the industrial real estate sector, and we would be adversely affected by an economic downturn in that sector.

As of December 31, 2021, the majority of our buildings were industrial properties. This concentration may expose us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were more diversified across other sectors of the real estate industry.

We are subject to geographic and industry concentrations that make us susceptible to adverse events with respect to certain markets and industries.

We are subject to certain geographic and industry concentrations with respect to our properties. As a result of these concentrations, any adverse event or downturn in local economic conditions or industry conditions, changes in state or local governmental rules and regulations, acts of nature, epidemics, pandemics or other public health crises (including the COVID-19 pandemic) and actions taken in response thereto, and other factors affecting these markets or industries could adversely affect us and our tenants operating in those markets or industries. If any tenant is unable to withstand such adverse event or downturn or is otherwise unable to compete effectively in its market or business, it may be unable to meet its rental obligations, seek rental concessions, be unable to enter into new leases or forced to declare bankruptcy and reject our leases, which could materially and adversely affect us.

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We have owned many of our properties for a limited time, and we may not be aware of characteristics or deficiencies involving any one or all of them.

Of the properties in our portfolio at December 31, 2021, 292 buildings totaling approximately 58.7 million rentable square feet have been acquired in the past five years. These properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential and such properties may not ultimately perform up to our expectations. We cannot assure you that the operating performance of the properties will not decline under our management.

Our growth depends upon future acquisitions of properties, and we may be unable to consummate acquisitions on advantageous terms and acquisitions may not perform as we expect.

The acquisition of properties entails various risks, including the risk that our investments may not perform as we expect. Our ability to continue to acquire properties in our pipeline that we believe to be suitable and compatible with our growth strategy may be constrained by numerous factors, including our ability to negotiate and execute a mutually-acceptable definitive purchase and sale agreement with the seller, our completion of satisfactory due diligence and the satisfaction of customary closing conditions, including the receipt of third-party consents and approvals. Further, we face competition for attractive investment opportunities from other well-capitalized real estate investors, including publicly-traded and non-traded REITs, private equity investors and other institutional investment funds that may have greater financial resources and a greater ability to borrow funds to acquire properties, the ability to offer more attractive terms to prospective tenants and the willingness to accept greater risk or lower returns than we can prudently manage. This competition may increase the demand for our target properties and, therefore, reduce the number of, or increase the price for, suitable acquisition opportunities, all of which could materially and adversely affect us. This competition will increase as investments in real estate become increasingly attractive relative to other forms of investment. In addition, we expect to finance future acquisitions through a combination of secured and unsecured borrowings, proceeds from equity or debt offerings by us or our Operating Partnership or its subsidiaries and proceeds from property contributions and divestitures which may not be available and which could adversely affect our cash flows.

We may face risks associated with acquiring properties in unfamiliar markets.

We have acquired, and may continue to acquire, properties in markets that are new to us. When we acquire properties located in these markets, we face risks associated with a lack of market knowledge or understanding of the local economy (including that competitors and counterparties may have much greater knowledge and understanding), forging new business relationships in the area and unfamiliarity with local government and laws.

A significant portion of our properties have leases that expire in the next two years and we may be unable to renew leases, lease vacant space or re-lease space on favorable terms

Our operating results, cash flows, cash available for distribution, and the market price of our securities would be adversely affected if we are unable to lease, on economically favorable terms, a significant amount of space in our properties. Our properties may have some level of vacancy at the time of our acquisition and may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases. As of December 31, 2021, leases with respect to approximately 18.2% (excluding month-to-month leases) of our total annualized base rental revenue will expire before December 31, 2023. We cannot assure you that expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current market rental rates. In addition, our ability to release space at attractive rental rates will depend on (i) whether the property is specifically suited to the particular needs of a tenant and (ii) the number of vacant or partially vacant industrial properties in a market or sub-market. In connection with a vacancy at one of our properties, we may face difficulty obtaining, or be unable to obtain, a new tenant for the vacant space. If the vacancy continues for a long period of time, we may suffer reduced revenue resulting in less cash available for distribution to stockholders and the resale value of the property could be diminished.

We face significant competition for tenants, which may negatively impact the occupancy and rental rates at our properties.

We compete with other owners, operators and developers of real estate, some of which own industrial properties in the same markets and sub-markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to lower our rental rates or to offer more substantial tenant improvements, early termination rights, below-market renewal options or other lease incentive payments to remain competitive. Competition for tenants could negatively impact the occupancy and rental rates of our properties.

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Default by one or more of our tenants could materially and adversely affect us, and bankruptcy laws limit our remedies in the event of a tenant default.

Any of our tenants may experience an adverse event or downturn in its business at any time that may significantly weaken its financial condition or cause its failure, as has occurred during the pendency of the COVID-19 pandemic. As a result, such a tenant may fail to make rental payments when due, decline to extend or renew its lease upon expiration and/or declare bankruptcy and reject our lease. The default, financial distress or bankruptcy of a tenant could cause interruptions in the receipt of rental revenue and/or result in a vacancy, which is, in the case of a single-tenant property, likely to result in the complete reduction in the operating cash flows generated by the property and may decrease the value of that property. In addition, a majority of our leases generally require the tenant to pay all or substantially all of the operating expenses associated with the ownership of the property, such as utilities, real estate taxes, insurance and routine maintenance. Following a vacancy at a single-tenant property, we will be responsible for all of the operating costs at such property until it can be re-let, if at all.

The bankruptcy or insolvency of a tenant could diminish the income we receive from that tenant’s lease and we may not be able to evict a tenant solely because of its bankruptcy filing. On the other hand, a bankruptcy court might authorize the tenant to terminate its lease with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured pre-petition claim, subject to statutory limitations, and therefore such amounts received in bankruptcy are likely to be substantially less than the remaining rent we otherwise were owed under the lease. In addition, any claim we have for unpaid past rent could be substantially less than the amount owed.

If our tenants are unable to obtain financing necessary to continue to operate their businesses and pay us rent, we could be materially and adversely affected.

Many of our tenants rely on external sources of financing to operate their businesses. The U.S. financial and credit markets may experience liquidity disruptions, resulting in the unavailability of financing for many businesses. If any of these tenants is unable to obtain financing necessary to continue to operate its business, it may be unable to meet its rental obligations, unable to enter into new leases or forced to declare bankruptcy and reject our leases, which could materially and adversely affect us.

Risks Related to Our Organization and Structure

Our growth depends on external sources of capital, which are outside of our control and affect our ability to finance acquisitions, take advantage of strategic opportunities, satisfy debt obligations and make distributions to stockholders.

In order to maintain our qualification as a REIT, we are generally required under the Code to annually distribute at least 90% of our net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains. Because of these requirements, we may not be able to fund future capital needs, including acquisition financing, from operating cash flow and rely on third-party sources to fund our capital needs. Our access to third-party sources of capital depends, in part, on general market conditions, the market’s perception of our growth potential, our current debt levels, our current and expected future earnings, our cash flow and distributions and the market price of our common stock. If we cannot raise equity or obtain financing from third-party sources on favorable terms, or at all, we may not be able to acquire properties when opportunities exist, meet the capital and operating needs of our existing properties or satisfy our debt service obligations. To the extent that capital is not available to acquire properties, profits may not be realized or their realization may be delayed, which could result in an earnings stream that is less predictable than some of our competitors or a failure to meet our projected earnings and distributable cash flow levels in a particular reporting period. Further, in order to meet the REIT distribution requirements and avoid the payment of income and excise taxes, we may need to borrow funds on a short-term basis even if the then-prevailing market conditions are not favorable for these borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes or the effect of non-deductible capital expenditures, the creation of reserves, certain restrictions on distributions under loan documents or required debt or amortization payments.

Certain provisions of our governing documents and Maryland law may delay or prevent a transaction or a change of control that might be in the best interest of stockholders.

Our charter and bylaws, the Operating Partnership agreement and Maryland law contain provisions that may delay or prevent a transaction or a change of control, including, among other provisions, the following:

Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to limit any person to actual or constructive ownership of no more than 9.8% in value or
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in number of shares, whichever is more restrictive, of the outstanding shares of our capital stock and no more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock. While our board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limits, it may not grant an exemption to any proposed transferee whose ownership could jeopardize our REIT status. These ownership limits may delay or prevent a transaction or a change of control that might be in the best interest of stockholders.

Our board of directors may create and issue a class or series of preferred stock without stockholder approval. Our board of directors may amend our charter, without stockholder approval, to (i) increase or decrease the aggregate number of shares of common stock or the number of shares of stock of any class or series, (ii) designate and issue from time to time one or more classes or series of preferred stock, (iii) classify or reclassify any unissued shares of stock, and (iv) determine the relative rights, preferences and privileges of any class or series of preferred stock. The issuance of preferred stock could have the effect of delaying or preventing a transaction or a change of control that might be in the best interests of stockholders.

Certain provisions in the Operating Partnership agreement may delay or prevent a change of control. Provisions in the Operating Partnership agreement could discourage third parties from making proposals involving an unsolicited acquisition or change of control transaction, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others, redemption rights, transfer restrictions on the common units, the ability of the general partner to amend certain provisions in the Operating Partnership agreement without the consent of limited partners and the right of limited partners to consent to certain mergers and transfers of the general partnership interest. In addition, any potential change of control transaction may be further limited as a result of provisions related to the long-term incentive plan units in our Operating Partnership (“LTIP units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”), which require us to preserve the rights of LTIP unit holders and may restrict us from amending the Operating Partnership agreement in a manner that would have an adverse effect on the rights of LTIP unit holders.

Certain provisions of Maryland law could delay or prevent a change in control. Title 8, Subtitle 3 of the Maryland General Corporation Law (“MGCL”), permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently have. These provisions and other provisions of Maryland law may have the effect of inhibiting a third party from making an acquisition proposal for our company or delaying or preventing a change of control under circumstances that might be in the best interest of stockholders.

Our board of directors can take many actions without stockholder approval.

Our board of directors has the general authority to oversee our operations and determine our major corporate policies. This authority includes significant flexibility and allows the board to take many actions, without stockholder approval, that could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets. For example, our board of directors can, among other things, (i) change our investment, financing and borrowing strategies and our policies with respect to all other activities, including distributions, leasing, debt, capitalization and operations (including creditworthiness standards with respect to our tenants), (ii) subject to provisions in our charter, prevent the ownership, transfer and accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders, (iii) issue additional shares (which could dilute the ownership of existing stockholders) and increase or decrease the aggregate number of shares or the number of shares of any class or series or classify or reclassify any unissued shares, without obtaining stockholder approval, and (iv) determine that it is no longer in our best interests to continue to qualify as a REIT.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our bylaws require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the
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director or officer had reasonable cause to believe that the act or omission was unlawful. Additionally, the Operating Partnership agreement limits our liability and requires our Operating Partnership to indemnify us and our directors and officers to the maximum extent permitted by Delaware law against all claims that relate to the operations of our Operating Partnership, except for actions taken in bad faith, or with gross negligence or willful misconduct. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

Our fiduciary duties as sole member of the general partner of our Operating Partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders.

We have fiduciary duties to the other limited partners in our Operating Partnership, including members of our senior management team and board who are limited partners in our Operating Partnership through the receipt of common units or LTIP units, the discharge of which may conflict with the interests of our stockholders. In addition, those persons holding common units will have the right to vote on certain amendments to the Operating Partnership agreement. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the Operating Partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

Conflicts also may arise when the interests of our stockholders and the limited partners of our Operating Partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners. As a result of unrealized built-in gain attributable to contributed properties at the time of contribution, some holders of common units, including members of our management team, may suffer more adverse tax consequences than our stockholders upon the sale or refinancing of certain properties, including disproportionately greater allocations of items of taxable income and gain upon a realization event. As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all.

We are subject to financial reporting and other requirements for which our accounting, internal audit and other systems and resources may not be adequately prepared and we may not be able to accurately report our financial results.

We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. These reporting and other obligations place significant demands on our management, administrative, operational, internal audit and accounting resources and cause us to incur significant expenses. We may need to upgrade our systems or create new systems; implement additional financial and management controls, reporting systems and procedures; expand our internal audit function; or hire additional accounting, internal audit and finance staff. Any failure to maintain effective internal controls could have a material adverse effect on our business, operating results and market prices of our securities.

Risks Related to Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile.

The market price for our common stock, particularly at the beginning of the COVID-19 pandemic, has experienced significant price and volume fluctuations, often without regard to our operating performance. If the market price of our common stock declines significantly, you may be unable to sell your shares at or above the price at which you acquired them. A number of factors could negatively affect the market price or trading volume of our common stock, many of which are out of our control, including:
•actual or anticipated variations in our quarterly operating results or those of our competitors;
•publication of research reports about us, our competitors, our tenants or the real estate industry;
•changes in our distribution policy;
•increases in market interest rates that lead purchasers of our shares to demand a higher yield;
•the market’s perception of equity investments in REITs and changes in market valuations of similar REITs;
•difficulties or inability to access capital or extend or refinance existing debt or an adverse market reaction to any increased indebtedness we incur in the future;
•a change in credit ratings issued by analysts or nationally recognized statistical rating organizations;
•additions or departures of key management personnel;
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•actions by institutional stockholders or speculation in the press or investment community; and
•general U.S. and worldwide market and economic conditions.

The cash available for distribution to stockholders may not be sufficient to make distributions at expected levels, nor can we assure you of our ability to make distributions in the future.

Distributions will be authorized and determined by our board of directors in its sole discretion from time to time and will depend upon a number of factors, including cash available for distribution, our operating results, operating expenses and financial condition (especially in relation to our anticipated future capital needs), REIT distribution requirements under the Code and other factors the board deems relevant. Consequently, our distribution levels may fluctuate. In addition, to the extent that we make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. Further, if we borrow funds to make distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

Future offerings of debt or equity securities may adversely affect the market prices of our securities.

In the future, we may attempt to increase our capital resources by making additional offerings of debt securities, which would be senior to our common stock upon liquidation (including commercial paper, medium-term notes and senior or subordinated notes), or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market prices of our securities, or both. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Any future issuances of preferred stock will rank, senior to our common stock and will have, a preference upon our dissolution, liquidation or winding up of our affairs and a preference on distribution payments that could limit our ability to make distributions to holders of common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market prices of our securities and diluting their proportionate ownership.

The number of shares of our common stock available for future sale could adversely affect the market price of our common stock, and future sales of common stock may be dilutive to existing stockholders.

Sales of a substantial number of shares of our common stock (or the perception that such sales might occur), the vesting of equity awards granted under the 2011 Plan, the issuance of common stock or common units in connection with acquisitions and other issuances of common stock or common units could have an adverse effect on the market price of our common stock and may be dilutive to existing stockholders. The existence of common stock reserved for issuance under the 2011 Plan or upon exchange of common units may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. We also file registration statements with the SEC allowing us to offer, from time to time, an indefinite amount of equity securities on an as-needed basis. Our board of directors has authorized us to issue shares of common stock in our at-the market (“ATM”) common stock offering program under our registration statements. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing. No prediction can be made about the effect that future distributions or sales of our common stock will have on the market price of our common stock.

We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks.

We have previously entered into forward sale agreements and may in the future enter into additional forward sale agreements, including under our ATM common stock offering program or in follow-on offerings, that subject us to certain risks. As of December 31, 2021, we remained obligated to issue (subject to our right to elect cash settlement or net share settlement) a total of 1,200,000 shares of our common stock pursuant to outstanding forward sale agreements. These forward sale agreements subject us to the following risks:

Settlement of forward sale agreements could result in substantial dilution, substantial cash payment obligations and may be accelerated under certain circumstances. We generally expect that our forward sale agreements will be physically settled by
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delivery of common stock. The future issuance of any shares of common stock upon settlement of any forward sale agreement will result in dilution to our earnings per share, return on equity, and dividends per share. If we elect cash settlement and the market value of our common stock during the relevant period is above the applicable forward sale price, we will pay the forward purchaser an amount in cash equal to the difference. The purchase of common stock in connection with the unwinding of the forward purchaser’s hedge position could cause our stock price to increase (or prevent a decrease) over such time, thereby increasing the amount of cash we would owe (or decreasing the amount of cash owed to us) upon a cash settlement. In addition, pursuant to each forward sale agreement, the relevant forward purchaser will have the right to accelerate the settlement of the forward sale agreement in connection with certain specified events. In such cases, we could be required to settle that particular forward sale agreement and issue common stock irrespective of our capital needs.

In the case of our bankruptcy or insolvency, forward sale agreements will automatically terminate. If we file or consent to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any similar law affecting creditors’ rights, or we or a regulatory authority presents a petition for our winding-up or liquidation, and we consent to such a petition, any outstanding forward sale agreement will automatically terminate. In that that case, we would not be obligated to deliver to the relevant forward purchaser any common stock not previously delivered, and the relevant forward purchaser would be discharged from its obligation to pay the forward sale price in respect of any shares not previously settled.

The U.S. federal income tax treatment of the cash received from cash settlement is unclear. In the event that we elect to settle any forward sale agreements for cash and the settlement price is below the applicable forward sale price, we would be entitled to receive a cash payment from the relevant forward purchaser. Under Section 1032 of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code. However, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of a forward sale agreement, we may not be able to satisfy the gross income requirements applicable to REITs under the Code and may not be able to rely upon the relief provisions under the Code. Even if the relief provisions apply, we would be subject to a tax based on the amount of non-qualifying income. In the event that these relief provisions were not available, we could lose our REIT status under the Code.

General Real Estate Risks

Our performance is subject to general economic conditions and risks associated with our real estate assets.

The investment returns available from equity investments in real estate depend on the amount of income earned and capital appreciation generated by the properties, as well as the expenses incurred in connection with the properties. If our properties do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, then our ability to make distributions to stockholders could be adversely affected. In addition, there are significant expenditures associated with an investment in real estate (such as mortgage payments, real estate taxes and maintenance costs) that generally do not decline when circumstances reduce the income from the property. Income from and the value of our properties may be adversely affected by, among other things:
•a global economic crisis that results in increased budget deficits and weakened financial condition of international, national and local governments, which may lead to reduced governmental spending, tax increases, public sector job losses, increased interest rates, currency devaluations, defaults on debt obligations or other adverse economic events;
•other periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur;
•tenant turnover, the attractiveness of our properties to potential tenants and changes in supply of, or demand for, similar or competing properties in an area (including from general overbuilding or excess supply in the market);
•technological changes, such as reconfiguration of supply chains, autonomous vehicles, drones, robotics, 3D printing, online marketplaces for industrial space, or other developments;
•our ability to control rental rates and changes in operating costs and expenses, including costs of compliance with tax, real estate, environmental and zoning laws, rules and regulations and our potential liability thereunder;
•changes in the cost or availability of insurance, including coverage for mold or asbestos;
•unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions;
•periods of high interest rates and tight money supply;
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•future terrorist attacks, which may result in declining economic activity, which could reduce the demand for, and the value of, our properties, and may adversely affect our tenants’ business and their ability to continue to honor their existing leases; and
•disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical developments outside the United States.

Real estate investments are not as liquid as other types of investments.

The lack of liquidity in real estate investments may limit our ability to vary our portfolio and react promptly to changes in economic or other conditions. In addition, significant expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. We intend to comply with the safe harbor rules relating to the number of properties that can be sold each year, the tax basis and the costs of improvements made to such sale properties, and other items that enable a REIT to avoid punitive taxation on property sales. Thus, our ability at any time to sell properties or contribute properties to real estate funds or other entities in which we have an ownership interest may be restricted.

Uninsured losses may adversely affect your returns.

There are certain losses, including losses from floods, earthquakes, acts of war, acts of terrorism or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. In addition, changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by the amount of any such uninsured loss, we could experience a significant loss of invested capital and potential revenue in the property, we could remain obligated under any recourse debt associated with the property, and we may have no source of funding to repair or reconstruct the damaged property. Moreover, we may be liable for our Operating Partnership’s unsatisfied recourse obligations, including any obligations incurred by our Operating Partnership as the general partner of joint ventures.

Environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, a current or previous owner of real property may be liable for the cost of remediation or removing hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean‑up costs incurred. In addition, third parties may sue the property owner for damages based on personal injury, natural resources, property damage or other costs, including investigation and clean‑up costs, resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The costs of compliance with environmental regulatory requirements, defending against environmental claims or remediation of any contaminated property could materially adversely affect our business, operating results and cash available for distribution to stockholders.

Some of our properties contain asbestos‑containing building materials. Environmental laws require owners of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on owners who fail to comply with these requirements and may allow third parties to seek recovery from owners for personal injury associated with exposure to asbestos. In addition, some of our properties contain, or may have contained, or are adjacent to or near other properties that have contained or currently contain, underground storage tanks used to store petroleum products and other hazardous or toxic substances, which create a potential for the release of petroleum products or other hazardous or toxic substances. We also own properties that are on or are adjacent to or near other properties upon which other persons, including former owners or tenants of our properties, have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous or toxic substances.

Before acquiring a property, we typically obtain a preliminary assessment of environmental conditions at the property, often referred to as “Phase I environmental site assessment.” However, this environmental assessment does not include soil sampling
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or subsurface investigations and typically does not include an asbestos survey. We may acquire properties with known adverse environmental conditions and/or material environmental conditions, liabilities or compliance concerns may arise after the environmental assessment has been completed. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties. Moreover, there can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or the current environmental condition of our properties will not be affected by tenants, by the condition of land or operations in the vicinity of our properties (such as releases from underground storage tanks), or by third parties unrelated to us.

We are exposed to the potential impacts of future climate change and climate change-related risks.

Our properties may be exposed to rare catastrophic weather events, such as severe storms, floods or wildfires. If the frequency of extreme weather events increases due to climate change, our exposure to these events could increase. In addition, in connection with any development, redevelopment or renovation project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings. To the extent climate change causes shifts in weather patterns, our markets could experience negative consequences, including declining demand for industrial space and our inability to operate our buildings. Climate change may also have indirect negative effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable and increasing the cost of energy, building materials and snow removal at our properties. In addition, compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants. Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties.

Compliance or failure to comply with the ADA and other regulations could result in substantial costs.

Under the ADA, places of public accommodation must meet certain federal requirements related to access and use by disabled persons. Noncompliance with these requirements could result in additional costs to attain compliance, the imposition of fines by the federal government or the award of damages or attorney’s fees to private litigants. If we are required to make unanticipated expenditures to comply with the ADA or other regulations, including removing access barriers, then our cash flows and cash available for distribution may be adversely affected. In addition, changes to the requirements set forth in the ADA or other regulations or the adoption of new requirements could require us to make significant unanticipated expenditures.

The ownership of properties subject to ground leases exposes us to certain risks.

We currently own and may acquire additional properties subject to ground leases, or leasehold interests in the land underlying the building. As lessee under a ground lease, we are exposed to the possibility of losing the property upon expiration, or an earlier breach by us, of the ground lease. Our ground leases may also contain provisions that limit our ability to sell the property or require us to obtain the consent of the landlord in order to assign or transfer our rights and obligations under the ground lease in connection with a sale of the property, which could adversely impact the price realized from any such sale. We also own properties that benefit from payment in lieu of tax (“PILOT”) programs or similar programs through leasehold interests with the relevant municipality serving as lessor. While we have the right to purchase the fee interests in these properties for a nominal purchase price, in the event of such a conversion of our ownership interests, any preferential tax treatment offered by the PILOT programs will be lost.

We may be unable to sell properties, including as a result of uncertain market conditions.

We expect to hold our properties until a sale or other disposition is appropriate given our investment objectives. Our ability to dispose of any property on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers. Due to the uncertainty of market conditions that may affect future property dispositions, we cannot assure you that we will be able to sell our properties at a profit. Accordingly, the extent to which you will receive cash distributions and realize potential appreciation on our investments will be dependent upon fluctuating market conditions. Furthermore, we cannot assure you that we will have the funds that may be required to correct defects or to make improvements before a property can be sold.

If we sell properties and provide financing to purchasers, defaults by the purchasers would adversely affect our cash flows.

Under certain circumstances, we may sell properties by providing financing to purchasers. If we provide financing to purchasers, we will bear the risk that the purchaser may default, which could adversely affect our cash flows and ability to make distributions to stockholders and may result in litigation and increased expenses. Even in the absence of a purchaser default, the
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reinvestment or distribution of the sales proceeds will be delayed until the promissory notes (or other property we may accept upon a sale) are actually paid, sold or refinanced.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

We may in the future selectively acquire, own and/or develop properties through partnerships, joint ventures or other co-investment entities with third parties when we deem such transactions are warranted by the circumstances. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity, involving risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions, disputes and litigation. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflict of interest issues. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. In addition, prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest in the joint venture. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, in volatile credit markets, the refinancing of such debt may require equity capital calls.

Risks Related to Our Debt Financings

Our operating results and financial condition could be adversely affected if we are unable to make required payments on our debt.

Our charter and bylaws do not limit the amount of indebtedness we may incur, and we are subject to risks normally associated with debt financing, including the risk that our cash flows will be insufficient to meet required payments of principal and interest. There can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness. In particular, loans obtained to fund property acquisitions may be secured by first mortgages on such properties. If we are unable to make our debt service payments as required, a lender could foreclose on the properties securing its debt, which would cause us to lose part or all of our investment. Certain of our existing secured indebtedness is, and future secured indebtedness may be, cross-collateralized and, consequently, a default on this indebtedness could cause us to lose part or all of our investment in multiple properties.

Increases in interest rates could increase our required debt payments and adversely affect our ability to make distributions to stockholders.

As of December 31, 2021, we had total outstanding debt of approximately $2.2 billion, including $296.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional indebtedness in the future. Interest we pay on outstanding debt reduces our cash available for distribution. Since we have incurred and may continue to incur variable rate debt, increases in interest rates by the Federal Reserve or changes in the London Interbank Offered Rate (“LIBOR”), or its replacement, would raise our interest costs, which reduces our cash flows and our ability to make distributions. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, our financial condition and cash flows would be adversely affected, and we may lose the properties securing such indebtedness. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return on such investments.

We may be adversely affected by developments in the LIBOR market or the use of alternative reference rates.

As of December 31, 2021, approximately 57.1% or $1.3 billion of our outstanding debt had variable interest rates indexed to LIBOR. On March 5, 2021, the Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that U.S. dollar LIBOR will no longer be published after June 30, 2023. Additionally, banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprising large U.S. financial institutions, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR. While we expect LIBOR to be available in substantially its current form until June 30, 2023, it is possible that LIBOR will become unavailable prior to that date. For example, if sufficient banks decline to make submissions to the LIBOR
20
administrator, LIBOR may become unavailable and the risks associated with the transition to an alternative reference rate will be accelerated and magnified.

We are monitoring and evaluating the risks related to our debt indexed to LIBOR, which include interest on loans or amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur, and are likely to vary by contract. The value of loans, securities, or derivative instruments tied to LIBOR, as well as interest rates on our current or future indebtedness, may also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative reference rate may be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.

As a result, there can be no assurance that any of the aforementioned developments or changes will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on us.

Our loan covenants could limit our flexibility and adversely affect our financial condition and ability to make distributions.

Our existing mortgage notes and unsecured loan agreements require us to comply with certain financial and other covenants, including loan-to-collateral-value ratios, debt service coverage ratios, leverage ratios, fixed charge coverage ratios and, in the case of an event of default, limitations on our ability to make distributions. In addition, our existing unsecured loan agreements contain, and future borrowing facilities may contain, certain cross-default provisions which are triggered in the event that other material indebtedness is in default. These cross-default provisions may require us to repay or restructure the facilities in addition to any mortgage or other debt that is in default. New indebtedness that we may incur in the future may contain financial or other covenants more restrictive than those in our existing loan agreements.

We are a holding company and conduct substantially all of our business through our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay dividends (including distributions required to maintain our REIT status) and to meet our debt service and other obligations. The ability of our Operating Partnership to make distributions to us depends on the operating results of our Operating Partnership and its subsidiaries and on the terms of any loans that encumber the properties owned by them. Such loans may contain lock box arrangements, reserve requirements, financial covenants and other provisions that restrict the distribution of funds in the event of a default. For example, our mortgage notes prohibit, in the event of default, the distribution of any cash from the defaulting borrower subsidiary to our Operating Partnership. As a result, a default under any of these loans by the borrower subsidiaries could cause us to have insufficient cash to make the distributions and meet our debt service and other obligations.

If debt is unavailable at reasonable rates, we may not be able to finance acquisitions or refinance our existing debt.

If debt is unavailable at reasonable rates, we may not be able to finance acquisitions or refinance existing debt when the loans come due on favorable terms, or at all. Most of our financing arrangements require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and, in the event that we do not have sufficient funds to repay the debt at maturity, we will need to refinance this debt. If interest rates are higher when we refinance such debt, our net income could be reduced. If the credit environment is constrained at the time the balloon payment is due, we may not be able to refinance the existing financing on acceptable terms and may be forced to choose from a number of unfavorable options, including agreeing to unfavorable financing terms, selling one or more properties on disadvantageous terms or defaulting on the loan and permitting the lender to foreclose. In addition, we locked in our fixed-rate debt at a point in time when we were able to obtain favorable interest rates, principal amortization and other terms. When we refinance this debt, prevailing interest rates and other factors may result in paying a greater amount of debt service, which will adversely affect our cash flow, and, consequently, our cash available for distribution to stockholders.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates.

Our various derivative financial instruments involve certain risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of REIT income tests. In addition, the nature, timing and costs of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. We cannot assure you that our hedging strategies and derivative financial instruments will adequately offset the risk of interest rate volatility or that such instruments will not result in losses that may adversely impact our financial condition.

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Adverse changes in our credit ratings could negatively affect our financing activity.

The credit ratings of our unsecured debt are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies. Our credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would incur greater borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other negative consequences under our unsecured credit facility and other debt instruments. Adverse changes in our credit ratings could harm our business and, in particular, our financing, refinancing and other capital market activities, ability to manage debt maturities, future growth and acquisition activity.

U.S. Federal Income Tax Risks

Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.

Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Code. If we fail to qualify as a REIT for any taxable year after electing REIT status, we will be subject to federal income tax on our taxable income at regular corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we failed to qualify as a REIT. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, dividends to stockholders would no longer qualify for the dividends‑paid deduction and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to stockholders.

Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes.

For example, (i) we will be subject to federal corporate income tax on the undistributed income to the extent that we satisfy the REIT distribution requirements but distribute less than 100% of our REIT taxable income, (ii) we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years, (iii) we will be subject to the highest corporate income tax rate if we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non‑qualifying income from foreclosure property, (iv) we will be subject to a 100% “prohibited transaction” tax on our gain from an asset sale, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, unless such sale were made by our taxable REIT subsidiary (“TRS”) or if we qualify for a safe harbor; and (v) our TRS will be subject to federal, state and local income tax at regular corporate rates on any income that it earns.

REIT distribution requirements could adversely affect our ability to execute our business plan.

From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our taxable income may be greater than our cash available for distribution to stockholders. If we do not have other funds available in these situations, we could be required to borrow or raise equity on unfavorable terms, sell investments at disadvantageous prices, make taxable distributions of our stock or debt securities or find another alternative source of funds to distribute enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce the value of our equity. In addition, to maintain our qualification as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits and the value of our stockholders’ investment.

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Re-characterization of sale‑leaseback transactions may cause us to lose our REIT status.

In certain circumstances, we expect to purchase properties and lease them back to the sellers of such properties. While we intend to structure such a sale‑leaseback transaction such that the lease will be characterized as a “true lease” for tax purposes, we cannot assure you that the Internal Revenue Service (“IRS”) will not challenge such characterization. In the event that any such sale‑leaseback transaction is challenged and re-characterized as a financing transaction or loan for federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale‑leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.

The prohibited transactions tax may limit our ability to engage in certain transactions.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although a safe harbor to the characterization of a disposition as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain dispositions or may conduct such dispositions through a TRS.

We may be subject to adverse legislative or regulatory tax changes.

Federal income taxation rules are constantly under review by the IRS, the U.S. Department of the Treasury and persons involved in the legislative process. Changes to tax laws, with or without retroactive application, through new legislation, Treasury Regulations, administrative interpretations or court decisions could adversely affect us or our stockholders, including by negatively affecting our ability to qualify as a REIT or the federal income tax consequences of such qualification, or reducing the relative attractiveness of an investment in a REIT compared to a corporation not qualified as a REIT. In addition, several proposals have been made that would make substantial changes to the federal income tax laws generally. We cannot predict whether any of the proposed changes will become law, and we cannot predict how such changes might affect us or our stockholders.

Other General Risks

We face risks associated with system failures through security breaches or cyber-attacks, as well as other significant disruptions of our information technology (“IT”) networks and related systems.

We face risks associated with security breaches, whether through cyber-attacks, computer viruses, attachments to e-mails, phishing schemes, persons inside our organization or persons with access to systems inside of our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack, has generally increased as the number, intensity and sophistication of attempted attacks from around the world have increased. There can be no assurance that our security measures taken to manage the risk of a security breach or disruption will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to monitor our compliance with REIT qualification rules and regulations; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract or failure to safeguard personal information, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Additionally, we face potential heightened cybersecurity risks during the COVID-19 pandemic as our level of dependence on our IT networks and related systems has increased, stemming from employees working remotely, and the number of malware campaigns and phishing attacks has also increased.

We depend on key personnel; the loss of their full service could adversely affect us.

Our success depends to a significant degree upon the continued contributions of certain key personnel including, but not limited to, our executive officers, whose continued service is not guaranteed, and each of whom would be difficult to replace. Our ability to retain our management team or to attract suitable replacements should any members of the management team leave is
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dependent on the competitive nature of the employment market. The loss of services from key members of the management team or a limitation in their availability could adversely impact our operating results, financial condition and cash flows. Further, such a loss could be negatively perceived in the capital markets. Each executive officer may terminate his employment at any time and, under certain conditions, may receive cash severance, immediate vesting of equity awards and other benefits under employment agreements, equity award agreements and our retirement vesting program. In addition, in the case of certain terminations, executive officers would not be restricted from competing with us after their departure. As of December 31, 2021, we have not obtained and do not expect to obtain key man life insurance on any of our key personnel. We also believe that, as we expand, our future success depends, in large part, upon our ability to hire and retain highly skilled managerial, investment, financing, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel.

An increased focus on metrics and reporting related to corporate responsibility, specifically related to ESG factors, may impose additional costs and expose us to new risks.

Investors and other stakeholders have focused on how companies address a variety of ESG matters and look to rating systems developed by third party groups to allow comparisons between companies. Although we participate in some of these rating systems, we do not participate, and may not score well, in all of them. Further, the criteria used in these rating systems change frequently, and our scores may drop as the criteria changes. We supplement our participation in these ratings systems with public disclosures regarding our ESG activities, but investors and stakeholders may look for specific disclosures that we do not provide. Our failure to participate, or score well, in certain ratings systems or to provide certain ESG disclosures and engage in certain ESG initiatives could result in reputational harm and could cause certain investors to be unwilling to invest in our stock, which could impair our ability to raise capital.

Our compensation plans may not be tied to or correspond with our improved financial results or the market prices for our securities, which may adversely affect us.

The compensation committee of our board of directors is responsible for overseeing our compensation and employee benefit plans and practices, including our executive compensation plans and our incentive compensation and equity-based compensation plans. The compensation committee has significant discretion in structuring these compensation packages and may make compensation decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with improved financial results at our company or the market prices for our securities.

Item 1B.  Unresolved Staff Comments
None.

Item 2.  Properties
As of December 31, 2021, we owned the properties in the following table.
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
AlabamaBirmingham 3Warehouse / Distribution295,748
Montgomery 1Warehouse / Distribution332,000
Moody1Warehouse / Distribution 595,346
Phenix City 1Warehouse / Distribution117,568
ArkansasBryant 1Warehouse/ Distribution300,160
Rogers 1Warehouse / Distribution400,000
ArizonaAvondale 1Warehouse / Distribution186,643
Chandler 1Light Manufacturing104,352
Gilbert1Warehouse / Distribution41,504
Mesa 1Light Manufacturing71,030
Tucson 1Warehouse / Distribution129,047
CaliforniaLodi 1Warehouse / Distribution400,340
McClellan 1Warehouse / Distribution160,534
Morgan Hill2Light Manufacturing107,126
Rancho Cordova 2Warehouse / Distribution106,663
Roseville1Warehouse / Distribution114,597
24
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
Sacramento 6Warehouse / Distribution749,709
Sacramento 1Light Manufacturing130,000
San Diego 1Warehouse / Distribution205,440
Stockton 3Warehouse / Distribution263,716
ColoradoGrand Junction 1Warehouse / Distribution82,800
Johnstown 1Warehouse / Distribution132,194
Longmont 1Light Manufacturing64,750
Loveland2Warehouse / Distribution195,674
ConnecticutAvon 1Light Manufacturing78,400
East Windsor 2Warehouse / Distribution271,111
Milford 2Warehouse / Distribution367,700
North Haven 3Warehouse / Distribution824,727
Wallingford 1Warehouse / Distribution105,000
DelawareNew Castle 1Warehouse / Distribution485,987
FloridaDaytona Beach 1Light Manufacturing142,857
Fort Myers 1Warehouse / Distribution260,620
Jacksonville 5Warehouse / Distribution1,256,750
Lake Worth 2Warehouse / Distribution157,758
Lake Worth 1Light Manufacturing42,158
Lakeland 1Warehouse / Distribution215,280
Ocala 1Warehouse / Distribution619,466
Orlando 1Warehouse / Distribution155,000
Orlando 1Light Manufacturing215,900
Tampa 1Warehouse / Distribution78,560
West Palm Beach 1Light Manufacturing112,353
GeorgiaAugusta 1Warehouse / Distribution203,726
Buford1Warehouse / Distribution103,720
Calhoun 1Warehouse / Distribution151,200
Dallas 1Warehouse / Distribution92,807
Forest Park 1Warehouse / Distribution373,900
Norcross 1Warehouse / Distribution152,036
Savannah 1Warehouse / Distribution504,300
Shannon 1Warehouse / Distribution568,516
Smyrna 1Warehouse / Distribution102,000
Statham 1Warehouse / Distribution225,692
Stone Mountain 1Warehouse / Distribution78,000
IowaAnkeny 2Warehouse / Distribution400,968
Council Bluffs 1Warehouse / Distribution90,000
Des Moines 2Warehouse / Distribution301,381
Marion 1Warehouse / Distribution95,500
IdahoIdaho Falls 1Warehouse / Distribution78,690
IllinoisBartlett1Warehouse / Distribution207,223
Batavia2Warehouse / Distribution204,642
Batavia 1Light Manufacturing 56,676
Belvidere 9Warehouse / Distribution1,364,222
Cary 1Warehouse / Distribution79,049
Crystal Lake4Warehouse / Distribution506,096
DeKalb 1Warehouse / Distribution146,740
Elgin2Warehouse / Distribution383,856
Elgin1Light Manufacturing41,007
Gurnee 1Warehouse / Distribution338,740
Harvard 1Light Manufacturing126,304
25
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
Hodgkins 2Warehouse / Distribution518,109
Itasca3Warehouse / Distribution311,355
Libertyville 1Flex Office35,141
Lisle 1Light Manufacturing105,925
Machesney Park 1Warehouse / Distribution80,000
McHenry 2Warehouse / Distribution169,311
Montgomery 1Warehouse / Distribution584,301
Saint Charles1Light Manufacturing102,000
Sauk Village 1Warehouse / Distribution375,785
Schaumburg 1Warehouse / Distribution67,817
Vernon Hills1Warehouse / Distribution95,482
Waukegan 1Warehouse / Distribution131,252
West Chicago 1Warehouse / Distribution249,470
West Chicago 5Light Manufacturing305,874
West Dundee1Warehouse / Distribution154,475
Wood Dale 1Light Manufacturing137,607
Woodstock 1Light Manufacturing129,803
IndianaAlbion 2Light Manufacturing96,778
Elkhart 2Warehouse / Distribution170,100
Fort Wayne 1Warehouse / Distribution108,800
Goshen 1Warehouse / Distribution366,000
Greenwood 2Warehouse / Distribution600,940
Indianapolis1Warehouse / Distribution78,600
Lafayette 3Warehouse / Distribution466,400
Lebanon 3Warehouse / Distribution2,065,393
Marion 1Warehouse / Distribution249,920
Portage 2Warehouse / Distribution786,249
South Bend 1Warehouse / Distribution225,000
Yoder 1Warehouse / Distribution764,177
KansasEdwardsville 1Warehouse / Distribution270,869
Lenexa 3Warehouse / Distribution581,059
Olathe 2Warehouse / Distribution725,839
Wichita 3Warehouse / Distribution248,550
KentuckyBardstown 1Warehouse / Distribution102,318
Danville 1Warehouse / Distribution757,047
Erlanger 1Warehouse / Distribution108,620
Florence 2Warehouse / Distribution641,136
Hebron 1Warehouse / Distribution109,000
Louisville 2Warehouse / Distribution499,217
LouisianaBaton Rouge 3Warehouse / Distribution532,036
Shreveport 1Warehouse / Distribution420,259
MassachusettsChicopee 1Warehouse / Distribution217,000
Hudson1Light Manufacturing128,000
Malden 2Light Manufacturing109,943
Middleborough 1Light Manufacturing80,100
Norton 1Warehouse / Distribution200,000
South Easton 1Light Manufacturing86,000
Sterling1Warehouse / Distribution119,056
Stoughton 2Warehouse / Distribution258,213
Westborough 1Warehouse / Distribution121,700
MarylandElkridge 1Warehouse / Distribution167,410
Hagerstown3Warehouse / Distribution1,424,620
Hampstead 1Warehouse / Distribution1,035,249
Hunt Valley 1Warehouse / Distribution46,851
26
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
White Marsh 1Warehouse / Distribution102,000
MaineBiddeford2Warehouse / Distribution265,126
Gardiner1Warehouse / Distribution265,000
Lewiston1Flex Office60,000
Portland1Warehouse / Distribution100,600
MichiganBelleville 1Light Manufacturing160,464
Canton 1Warehouse / Distribution491,049
Chesterfield 4Warehouse / Distribution478,803
Grand Rapids 2Warehouse / Distribution445,137
Holland 1Warehouse / Distribution195,000
Kentwood 2Warehouse / Distribution370,020
Kentwood 1Light Manufacturing85,157
Lansing 4Warehouse / Distribution770,425
Livonia 2Warehouse / Distribution285,306
Marshall 1Light Manufacturing57,025
Novi 3Warehouse / Distribution685,010
Plymouth 1Warehouse / Distribution125,214
Redford 1Warehouse / Distribution135,728
Romulus 1Warehouse / Distribution303,760
Romulus 1Light Manufacturing274,500
Sterling Heights 1Warehouse / Distribution108,000
Walker 1Warehouse / Distribution210,000
Warren 4Warehouse / Distribution981,540
Wixom1Warehouse / Distribution126,720
Zeeland 1Warehouse / Distribution230,200
MinnesotaBlaine 1Warehouse / Distribution248,816
Bloomington 1Light Manufacturing145,351
Brooklyn Park 1Warehouse / Distribution200,720
Carlos 1Light Manufacturing196,270
Eagan 1Warehouse / Distribution276,550
Inver Grove Heigh1Warehouse / Distribution80,655
Maple Grove 2Warehouse / Distribution207,875
Mendota Heights 1Warehouse / Distribution87,183
New Hope 1Light Manufacturing107,348
Newport1Warehouse / Distribution83,000
Oakdale 2Warehouse / Distribution210,044
Plymouth 3Warehouse / Distribution357,085
Savage 1Warehouse / Distribution244,050
Shakopee 1Light Manufacturing136,589
South Saint Paul 1Warehouse / Distribution422,727
Saint Paul1Warehouse / Distribution316,636
MissouriBerkeley1Warehouse / Distribution121,223
Earth City1Warehouse / Distribution116,783
Fenton 1Warehouse / Distribution127,464
Hazelwood 1Warehouse / Distribution305,550
O'Fallon 2Warehouse / Distribution186,854
MississippiSouthaven 1Warehouse / Distribution556,600
North CarolinaCatawba 1Warehouse / Distribution137,785
Charlotte 3Warehouse / Distribution243,880
Durham 1Warehouse / Distribution80,600
Garner 1Warehouse / Distribution150,000
Greensboro 1Warehouse / Distribution128,287
Huntersville 1Warehouse / Distribution185,570
Lexington 1Warehouse / Distribution201,800
27
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
Mebane 2Warehouse / Distribution606,840
Mebane 1Light Manufacturing202,691
Mocksville 1Warehouse / Distribution129,600
Mooresville 2Warehouse / Distribution799,200
Mountain Home 1Warehouse / Distribution146,014
Newton 1Warehouse / Distribution217,200
Pineville 1Light Manufacturing75,400
Rural Hall 1Warehouse / Distribution250,000
Salisbury 1Warehouse / Distribution288,000
Smithfield 1Warehouse / Distribution307,845
Troutman 1Warehouse / Distribution301,000
Winston-Salem 1Warehouse / Distribution385,000
Youngsville 1Warehouse / Distribution365,000
NebraskaBellevue1Warehouse / Distribution370,000
La Vista1Warehouse / Distribution178,368
Omaha5Warehouse / Distribution465,448
New HampshireLondonderry 1Warehouse / Distribution125,060
Nashua 1Warehouse / Distribution337,391
New JerseyBranchburg 1Warehouse / Distribution113,973
Burlington 2Warehouse / Distribution756,990
Franklin Township1Warehouse / Distribution183,000
Lopatcong 1Warehouse / Distribution237,500
Lumberton 1Light Manufacturing120,000
Moorestown 2Warehouse / Distribution187,569
Mt. Laurel 1Warehouse / Distribution112,294
Pedricktown 1Warehouse / Distribution245,749
Swedesboro 1Warehouse / Distribution123,962
Westampton1Warehouse / Distribution128,959
NevadaFernley1Light Manufacturing183,435
Las Vegas1Warehouse / Distribution34,916
Las Vegas 1Light Manufacturing122,472
Paradise 2Light Manufacturing80,422
Reno 1Light Manufacturing87,264
Sparks 1Warehouse / Distribution161,986
New YorkBuffalo 1Warehouse / Distribution117,000
Cheektowaga 1Warehouse / Distribution121,760
Farmington 1Warehouse / Distribution149,657
Gloversville 3Warehouse / Distribution211,554
Johnstown 2Warehouse / Distribution117,102
Johnstown 1Light Manufacturing42,325
Rochester 2Warehouse / Distribution252,860
Ronkonkoma1Warehouse / Distribution64,224
OhioBedford Heights 1Warehouse / Distribution173,034
Boardman 1Warehouse / Distribution168,111
Canal Winchester2Warehouse / Distribution814,265
Columbus 3Warehouse / Distribution1,348,237
Dayton 2Warehouse / Distribution775,727
Etna 1Warehouse / Distribution1,232,149
Fairborn 1Warehouse / Distribution259,369
Fairfield 2Warehouse / Distribution364,948
Gahanna 1Warehouse / Distribution383,000
Groveport 1Warehouse / Distribution320,657
Hilliard 1Warehouse / Distribution237,500
Macedonia 1Warehouse / Distribution201,497
28
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
Maple Heights1Warehouse / Distribution170,000
Mason 1Light Manufacturing116,200
North Jackson 2Warehouse / Distribution517,150
Oakwood Village 1Warehouse / Distribution75,000
Salem 1Light Manufacturing271,000
Seville 1Warehouse / Distribution75,000
Streetsboro 1Warehouse / Distribution343,416
Strongsville 2Warehouse / Distribution341,561
Toledo 1Warehouse / Distribution177,500
Twinsburg 2Warehouse / Distribution426,974
West Chester 1Warehouse / Distribution269,868
West Jefferson 1Warehouse / Distribution857,390
OklahomaOklahoma City 2Warehouse / Distribution303,740
Tulsa 2Warehouse / Distribution309,600
OregonSalem 2Light Manufacturing155,900
PennsylvaniaAllentown 1Warehouse / Distribution289,900
Burgettstown 1Warehouse / Distribution455,000
Charleroi 1Warehouse / Distribution119,161
Clinton 6Warehouse / Distribution1,131,972
Croydon 1Warehouse / Distribution101,869
Elizabethtown 1Warehouse / Distribution206,236
Export 1Warehouse / Distribution138,270
Hazleton1Warehouse / Distribution589,580
Imperial 1Warehouse / Distribution315,634
Lancaster 1Warehouse / Distribution240,528
Langhorne 2Warehouse / Distribution180,000
Langhorne 2Light Manufacturing287,647
Lebanon 1Warehouse / Distribution211,358
Mechanicsburg 3Warehouse / Distribution747,054
Muhlenberg Township1Warehouse / Distribution392,107
New Galilee 1Warehouse / Distribution410,389
New Kensington 1Warehouse / Distribution200,500
New Kingstown 1Warehouse / Distribution330,000
O'Hara Township 1Warehouse / Distribution887,084
Pittston 1Warehouse / Distribution437,446
Reading 1Warehouse / Distribution248,000
Warrendale 1Warehouse / Distribution179,394
Williamsport 1Warehouse / Distribution250,000
York 5Warehouse / Distribution1,306,834
South CarolinaColumbia 1Light Manufacturing185,600
Duncan 3Warehouse / Distribution996,841
Edgefield 1Light Manufacturing126,190
Fountain Inn 2Warehouse / Distribution442,472
Fountain Inn 1Light Manufacturing203,000
Gaffney 1Warehouse / Distribution226,968
Goose Creek 1Warehouse / Distribution500,355
Greenwood 2Light Manufacturing175,055
Greer 7Warehouse / Distribution877,628
Laurens 1Warehouse / Distribution125,000
Piedmont 5Warehouse / Distribution942,736
Rock Hill 3Warehouse / Distribution720,120
Simpsonville 3Warehouse / Distribution1,138,494
Spartanburg 9Warehouse / Distribution1,802,623
Summerville 1Warehouse / Distribution88,583
Ware Shoals 1Light Manufacturing20,514
West Columbia 6Warehouse / Distribution1,163,822
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StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
West Columbia 1Light Manufacturing464,206
TennesseeChattanooga 3Warehouse / Distribution646,200
Cleveland 1Warehouse / Distribution151,704
Clinton 1Warehouse / Distribution166,000
Jackson 1Warehouse / Distribution216,902
Knoxville 2Warehouse / Distribution335,550
Knoxville 1Light Manufacturing106,000
Lebanon 2Warehouse / Distribution407,552
Loudon 1Warehouse / Distribution104,000
Madison 1Warehouse / Distribution418,406
Mascot 1Warehouse / Distribution130,560
Mascot 1Light Manufacturing130,560
Memphis 1Warehouse / Distribution1,135,453
Murfreesboro 1Warehouse / Distribution102,505
Nashville 1Warehouse / Distribution154,485
Vonore 1Warehouse / Distribution342,700
TexasArlington 2Warehouse / Distribution290,132
Cedar Hill 1Warehouse / Distribution420,000
Conroe 1Warehouse / Distribution252,662
El Paso 9Warehouse / Distribution2,179,393
Garland 1Light Manufacturing253,900
Grapevine2Warehouse / Distribution202,140
Houston 8Warehouse / Distribution999,124
Houston 3Light Manufacturing597,935
Humble 1Warehouse / Distribution289,200
Katy 2Warehouse / Distribution244,903
Laredo 2Warehouse / Distribution462,658
McAllen 1Warehouse / Distribution301,200
Mission 1Warehouse / Distribution270,084
Rockwall 1Warehouse / Distribution389,546
Stafford 1Warehouse / Distribution68,300
Waco 1Warehouse / Distribution66,400
UtahProvo1Warehouse / Distribution177,071
VirginiaChester 1Warehouse / Distribution100,000
Harrisonburg 1Warehouse / Distribution357,673
Independence 1Warehouse / Distribution120,000
N. Chesterfield 1Warehouse / Distribution109,520
Richmond 1Light Manufacturing78,128
WashingtonRidgefield 1Warehouse / Distribution141,400
WisconsinAppleton1Warehouse / Distribution152,000
Caledonia1Light Manufacturing53,680
Cudahy 1Warehouse / Distribution128,000
De Pere 1Warehouse / Distribution200,000
DeForest 1Warehouse / Distribution262,521
Delavan 2Light Manufacturing146,400
East Troy 1Warehouse / Distribution149,624
Elkhorn 1Warehouse / Distribution111,000
Elkhorn 1Light Manufacturing78,540
Franklin1Warehouse / Distribution156,482
Germantown 4Warehouse / Distribution520,163
Hartland 1Warehouse / Distribution121,050
Hudson 1Warehouse / Distribution139,875
Janesville 1Warehouse / Distribution700,000
30
StateCityNumber of
Buildings		Asset TypeTotal Rentable
Square Feet
Kenosha 1Light Manufacturing175,052
Madison 2Warehouse / Distribution283,000
Mayville 1Light Manufacturing339,179
Mukwonago1Warehouse / Distribution157,438
Muskego 1Warehouse / Distribution81,230
New Berlin 3Warehouse / Distribution590,663
Oak Creek 2Warehouse / Distribution232,144
Pewaukee 2Warehouse / Distribution288,201
Pleasant Prairie 1Warehouse / Distribution291,599
Pleasant Prairie 1Light Manufacturing105,637
Sun Prairie 1Warehouse / Distribution427,000
West Allis 4Warehouse / Distribution243,478
Yorkville 1Warehouse / Distribution98,151
544108,554,840 

Not reflected in the table above is one building under development located in West Sacramento, CA.

As of December 31, 2021, 25 of our 544 buildings were encumbered by mortgage indebtedness totaling approximately $55.0 million (excluding unamortized deferred financing fees, debt issuance costs, and fair market value premiums). See Note 4 in the accompanying Notes to the Consolidated Financial Statements and the accompanying Schedule III for additional information.

Portfolio Summary

The following table summarizes information relating to diversification by building type in our portfolio as of December 31, 2021.

Square FootageAnnualized Base Rental Revenue
Building TypeNumber of BuildingsAmount%Occupancy RateAmount
(in thousands)		%
Warehouse/Distribution459 97,985,062 90.3 %97.2 %$441,131 89.1 %
Light Manufacturing74 8,721,979 8.0 %99.2 %47,029 9.5 %
Total Operating Portfolio/weighted average 
533 106,707,041 98.3 %97.4 %$488,160 98.6 %
Value Add/Other9 1,752,658 1.6 %66.3 %6,392 1.3 %
Flex/Office2 95,141 0.1 %63.1 %573 0.1 %
Total portfolio/weighted average 
544 108,554,840 100.0 %96.9 %$495,125 100.0 %
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Geographic Diversification

The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of December 31, 2021.
Top 20 Markets(1)
% of Total Annualized Base Rental Revenue
Chicago, IL7.9 %
Philadelphia, PA6.7 %
Greenville/Spartanburg, SC5.1 %
Milwaukee/Madison, WI4.5 %
Detroit, MI4.2 %
Columbus, OH4.1 %
Minneapolis/St Paul, MN3.9 %
Pittsburgh, PA3.9 %
Houston, TX3.0 %
Charlotte, NC2.5 %
West Michigan, MI2.4 %
Indianapolis, IN2.3 %
El Paso, TX2.3 %
Cincinnati/Dayton, OH2.0 %
Boston, MA1.9 %
Cleveland, OH1.9 %
Westchester/So Connecticut, CT/NY1.6 %
Washington, DC1.6 %
Columbia, SC1.6 %
Raleigh/Durham, NC1.5 %
Total64.9 %
(1) As defined by CoStar Realty Information, Inc.

Industry Diversification

The following table summarizes information about the 20 largest tenant industries in our portfolio based on total annualized base rental revenue as of December 31, 2021.
Top 20 Tenant Industries(1)
% of Total
Annualized Base Rental Revenue
Air Freight & Logistics 11.3 %
Containers & Packaging 8.8 %
Auto Components 7.2 %
Trading Companies & Distributors (Industrial Goods)5.4 %
Commercial Services & Supplies5.2 %
Internet & Direct Mkt Retail 5.0 %
Machinery 4.7 %
Household Durables 4.7 %
Distributors (Consumer Goods)4.3 %
Food & Staples Retailing 3.8 %
Media 3.4 %
Building Products 3.3 %
Chemicals 2.4 %
Specialty Retail 2.3 %
Electronic Equip, Instruments 2.1 %
Food Products 2.0 %
Beverages 1.9 %
Road & Rail 1.9 %
Textiles, Apparel, Luxury Good1.8 %
Household Products 1.7 %
Total83.2 %
(1) Industry classification based on Global Industry Classification Standard methodology.

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Tenant Diversification

The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of December 31, 2021.
Top 20 Tenants(1)
Number of
Leases		% of Total
Annualized Base
Rental Revenue
Amazon73.2 %
Eastern Metal Supply, Inc. 51.0 %
GXO Logistics, Inc. 31.0 %
American Tire Distributors Inc71.0 %
FedEx Corporation 40.9 %
Tempur Sealy International Inc20.9 %
Lippert Component Manufacturing 50.8 %
Kenco Logistic Services, LLC 30.8 %
Penguin Random House LLC 10.8 %
Westrock Company 70.8 %
DS Smith North America 20.7 %
DHL Supply Chain 40.7 %
LKQ Corporation 40.7 %
Yanfeng US Automotive Interior20.7 %
Costco Wholesale Corporation 20.7 %
Ford Motor Company 10.7 %
Hachette Book Group, Inc. 10.7 %
Carolina Beverage Group 30.7 %
Packaging Corp of America 50.7 %
Schneider Electric USA, Inc. 30.6 %
Total7118.1 %
(1) Includes tenants, guarantors, and/or non-guarantor parents.

Scheduled Lease Expirations

As of December 31, 2021, our weighted average lease term was approximately 5.1 years. We define weighted average lease term as the contractual lease term in years, assuming that tenants exercise no renewal options, purchase options, or early termination rights, weighted by square footage. The following table summarizes lease expirations for leases in place as of December 31, 2021, plus available space, for each of the ten calendar years beginning with 2022 and thereafter in our portfolio. 

Lease Expiration YearNumber 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—3,403,037 — $— — 
Month-to-month leases4121,097 0.1 %558 0.1 %
2022606,801,303 6.5 %31,421 6.3 %
202310313,774,659 13.1 %59,180 11.9 %
20249713,719,494 13.0 %63,701 12.9 %
20258512,567,456 12.0 %55,972 11.3 %
20269314,228,309 13.5 %68,938 13.9 %
2027629,845,704 9.4 %46,835 9.5 %
2028386,098,986 5.8 %27,540 5.6 %
2029366,574,891 6.2 %31,521 6.4 %
2030273,710,937 3.5 %21,003 4.2 %
2031377,003,482 6.7 %33,503 6.8 %
Thereafter3910,705,485 10.2 %54,953 11.1 %
Total/weighted average681108,554,840 100.0 %$495,125 100.0 %

Item 3.  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 that, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operations if determined adversely to our company.
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Item 4.  Mine Safety Disclosures

Not applicable.

PART II.

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Information about our equity compensation plans and other related stockholder matters is incorporated by reference to our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders.
Market Information
Our common stock is listed on the NYSE and is traded under the symbol “STAG.”

Holders of Our Common Stock

As of February 15, 2022, we had 86 stockholders of record. This figure does not reflect the beneficial ownership of shares held in the nominee name.

Dividends

To maintain our qualification as a REIT, we must make annual distributions to our stockholders of at least 90% of our taxable net income (not including net capital gains). Dividends are declared at the discretion of our board of directors and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors our board of directors may consider relevant.

Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

All issuances of unregistered securities during the quarter ended December 31, 2021, 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
October 1, 2021 - October 31, 2021— $— — $— 
November 1, 2021 - November 30, 2021— $— — $— 
December 1, 2021 - December 31, 20211,886 $47.48 — $— 
Total/weighted average1,886 $47.48 — $— 
(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. The average price paid reflects the average market value of shares withheld for tax purposes.
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Performance Graph
The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index and the MSCI US REIT Index. The MSCI US REIT Index represents performance of publicly-traded REITs. Returns over the indicated period are based on historical data and should not be considered indicative of future returns. The graph covers the period from December 31, 2016 to December 31, 2021 and assumes that $100 was invested in our common stock and in each index on December 31, 2016 and that all dividends were reinvested.
stag-20211231_g2.jpg
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 6.  Reserved

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. For the definitions of certain terms used in the following discussion, refer to Item 1, “Business - Certain Definitions” included elsewhere in this Annual Report on Form 10-K.

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Overview

We are a REIT focused on the acquisition, ownership, and operation of industrial properties throughout the United States. We seek to (i) identify properties that offer relative value across all locations, industrial property types, and tenants through the principled application of our proprietary risk assessment model, (ii) operate our properties in an efficient, cost-effective manner, and (iii) capitalize our business appropriately given the characteristics of our assets. We are a Maryland corporation and our common stock is publicly traded on the NYSE under the symbol “STAG.”

We are organized and conduct our operations to qualify as a REIT under Sections 856 through 860 of the Code, and generally are not subject to federal income tax to the extent we currently distribute our income to our stockholders and maintain our qualification as a REIT. We remain subject to state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income.

Our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through actual annual operating results, qualification tests in the federal income tax laws. Those tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership and the percentage of our earnings that we distribute.

As of December 31, 2021, we owned 544 buildings in 40 states with approximately 108.6 million rentable square feet, consisting of 459 warehouse/distribution buildings, 74 light manufacturing buildings, two flex/office buildings, and nine Value Add Portfolio buildings. We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant.

As of December 31, 2021, our buildings were approximately 96.9% leased to 532 tenants, with no single tenant accounting for more than approximately 3.2% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.3% of our total annualized base rental revenue.

We own the interests in all of our properties and conduct substantially all of our business through our Operating Partnership. We are the sole member of the sole general partner of our Operating Partnership. As of December 31, 2021, we owned approximately 98.1% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 1.9% of the common units.

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.

COVID-19 Pandemic

Since March 2020, the COVID-19 pandemic has severely harmed global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the pandemic continues to evolve and many countries, including the United States, continue to react by instituting quarantines, mandating business and school closures and restricting travel. As a result, the COVID-19 pandemic is negatively impacting almost every industry, including the real estate industry and the industries of our tenants, directly or indirectly. The rapid development and fluidity of the COVID-19 pandemic precludes any prediction as to the ultimate adverse impact the pandemic may have on our business, financial condition, results of operations and cash flows.

We did not incur significant disruptions from the COVID-19 pandemic during the year ended December 31, 2021. In addition, we did not enter into any rent deferral agreements during the year ended December 31, 2021. We will continue to evaluate tenant rent relief requests on an individual basis, considering a number of factors. Not all tenant requests will ultimately result in modified agreements, nor are we foregoing our contractual rights under our lease agreements.

The COVID-19 pandemic or a future pandemic, epidemic or outbreak of infectious disease affecting states or regions in which we or our tenants operate could have material and adverse effects on our business, financial condition, results of operations and cash flows due to, among other factors: health or other government authorities requiring the closure of offices or other businesses or instituting quarantines of personnel as the result of, or in order to avoid, exposure to a contagious disease; disruption in supply and delivery chains; a general decline in business activity and demand for real estate; reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses, financial condition and liquidity and
36
may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations; difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis; and the potential negative impact on the health of our personnel, particularly if a significant number of our employees are impacted, which would result in a deterioration in our ability to ensure business continuity during a disruption.

The extent to which the COVID-19 pandemic or any other pandemic, epidemic or disease impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Nevertheless, the COVID-19 pandemic (or a future pandemic, epidemic or disease) presents material uncertainty and risk with respect to our business, financial condition, results of operations and cash flows.

Outlook

Our business is affected by the uncertainty regarding the current COVID-19 pandemic, the effectiveness of policies introduced to neutralize the disease, and the impact of those policies on economic activity. In June 2020, the National Bureau of Economic Research announced that the United States entered into a recession in February 2020. More recent economic measurements show that the U.S. economy is recovering. The ultimate shape of the recovery will depend on many factors, including the length and severity of the COVID-19 pandemic and its side-effects such as supply-chain bottlenecks and inflation. While the pandemic continues to evolve and impact our tenants, we believe we will continue to benefit from having a well-diversified portfolio across various markets, tenant industries, and lease terms. Additionally, we believe that the COVID-19 pandemic is accelerating a number of trends that positively impact industrial demand.

Over the course of the COVID-19 pandemic, the U.S. federal and state governments, as well as the Federal Reserve, responded to the profoundly uncertain outlook with a series of policies to ease the economic burden of COVID-19 closures on businesses and individuals. In March 2021, the U.S. congressional policy action known as the American Rescue Plan, allocated $1.9 trillion in federal aid focused on individuals and state and local governments. Then, in November 2021, a $1.0 trillion infrastructure bill was passed to support the economy and job growth. In addition to fiscal support, the Federal Reserve completed two emergency fed funds rate cuts in March 2020 to a range between 0% to 0.25% and continued to be accommodative throughout pandemic. Given recent high inflation levels and strong employment reports, we expect monetary policy to shift toward a tightening stance with higher interest rates. Fiscal policy is likely to remain accommodative, as needed, to counteract COVID-19 variants.

We believe that the current economic environment, while volatile, will provide us with an opportunity to demonstrate the diversification of our portfolio. Specifically, we believe our existing portfolio should benefit from competitive rental rates and strong occupancy. In addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position us well in an uncertain environment, including the fact that we have minimal floating rate debt exposure (taking into account our hedging activities) and strong liquidity and access to capital, 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 and availability of capital.

Due to the COVID-19 pandemic and recent U.S. infrastructure bill, we expect acceleration in a number of industrial specific trends to support stronger long-term 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 United States as a manufacturing and distribution location because of the size of the U.S. consumer market, an increase in overseas labor costs, a desire for greater supply chain resilience and redundancy 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 United States.

Our portfolio continues to benefit from historically low availability throughout the national industrial market. The COVID-19 pandemic has caused both positive and negative impacts at varying levels across different industries and geographies. Ultimately, the acceleration in e-commerce brought on by the COVID-19 pandemic, actions taken by federal and state governments and the Federal Reserve in response to the pandemic, and the recent economic recovery has helped industrial space demand remain strong. We believe that the diversification of our portfolio by market, tenant industry, and tenant credit will prove to be a strength in this environment. Industrial development continues to be concentrated in the larger primary
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markets, and after a brief deceleration it has returned to pre-COVID-19 pandemic levels. 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, natural disasters, epidemics, and other factors in these markets may affect our overall performance.

Rental Income

We receive income primarily in the form of rental income from the tenants who occupy our buildings. The amount of rental income generated by the buildings in our portfolio depends principally on occupancy and rental rates.

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, including those brought on by the COVID-19 pandemic, 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 summarizes our Operating Portfolio leases that commenced during the year ended December 31, 2021. Certain leases contain rental concessions; any such rental concessions are accounted for on a straight-line basis over the term of the lease.
Operating PortfolioSquare 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)
Year ended December 31, 2021
New Leases4,257,914 $4.19 $4.33 $2.07 9.6 %14.9 %5.3 $0.48 
Renewal Leases9,448,145 $4.64 $4.83 $1.11 10.7 %18.6 %5.2 $0.16 
Total/weighted average13,706,059 $4.50 $4.67 $1.40 10.4 %17.6 %5.2 $0.26 
(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.

Additionally, for the year ended December 31, 2021, leases commenced totaling 385,150 square feet related to the Value Add Portfolio and first generation leasing and are excluded from the Operating Portfolio statistics above.

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 6.3% of our total annualized base rental revenue will expire during the period from January 1, 2022 to December 31, 2022,
38
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 moderately higher than the rates under existing leases expiring during the period January 1, 2022 to December 31, 2022, thereby resulting in a moderate increase in revenue from the same space.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgement.

Purchase Price Accounting

We have determined that judgments regarding the allocation of the purchase price of properties based upon the fair value of the assets acquired and liabilities assume represents a critical accounting estimate that has the potential to be material in future periods and has been material in all periods presented in this Form 10-K. As discussed below in “Critical Accounting Policies,” we allocate the purchase price of properties based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships, and is therefore subject to subjective analysis and uncertainty. The process for determining the allocation to these components requires estimates and assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot. We do not believe that the conclusions we reached regarding the allocation of the purchase price of properties, in the current economic and operating environment, would result in a materially different conclusion within any reasonable range of assumptions that could have been applied. As discussed below, we continuously assess our portfolio for the impairment of tangible and intangible rental property and deferred leasing intangible liabilities.

Rental Property and Deferred Leasing Intangible Liabilities Impairment Assessment

We have determined that judgments regarding the impairment of tangible and intangible rental property and deferred leasing intangible liabilities represents a critical accounting estimate that has the potential to be material in future periods and has been material in certain periods presented in this Form 10-K. As discussed below in “Critical Accounting Policies,” we evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the property. If such cash flows are less than the property’s carrying value, an impairment charge is recognized to the extent by which the asset’s carrying value exceeds the estimated fair value. Estimating future cash flows is highly subjective and is based in part on assumptions related to anticipated hold period, future occupancy, rental rates, capital requirements, and exit capitalization rates that could differ from actual results. The discount rate used to present value the cash flows for determining fair value is also subjective. We do not believe that the conclusions we reached regarding the assessment of our rental property assets for impairment, in the current economic and operating environment, would result in a materially different conclusion within any reasonable range of assumptions that could have been applied. Should economic conditions worsen, and the values of industrial assets decline in future periods, then the assumptions and estimates we may make in future impairment analyses, and potential future measurement of impairment charges, could be sensitive and could result in a material change in the range of potential outcomes.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to
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reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Rental Property and Deferred Leasing Intangibles

Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.

We capitalize costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is substantially completed. Such costs begin to be capitalized to the development projects from the point we are undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of our unsecured indebtedness during the period.

For properties classified as held for sale, we cease depreciating and amortizing the rental property and value the rental property at the lower of depreciated and amortized cost or fair value less costs to dispose. We present those properties classified as held for sale with any qualifying assets and liabilities associated with those properties as held for sale in the accompanying Consolidated Balance Sheets.

Using information available at the time of acquisition, we allocate the purchase price of properties acquired based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships. The process for determining the allocation to these components requires estimates and assumptions, including rental rates, discount rates and exit capitalization rates, and land value per square foot, as well as available market information, and is therefore subject to subjective analysis and uncertainty. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The portion of the purchase price that is allocated to above and below market leases is valued based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease term plus the term of any bargain renewal options. The purchase price is further allocated to in-place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective tenant.

The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently terminates its lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-place lease value and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease term.

The purchase price allocated to deferred leasing intangible assets are included in rental property, net on the accompanying Consolidated Balance Sheets and the purchase price allocated to deferred leasing intangible liabilities are included in deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets under the liabilities section.

In determining the fair value of the debt assumed, we discount the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market value debt adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective interest method.

We evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the property. If such cash flows are less than the property’s carrying value, an impairment charge is recognized to the extent by which the property’s carrying value exceeds the estimated fair value. Estimating future cash flows is highly subjective and is based in part on assumptions regarding anticipated hold period, future occupancy, rental rates, capital requirements, and exit capitalization rates that could differ from actual results. The discount rate used to present value the cash flows for determining fair value is also subjective.
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Depreciation expense is computed using the straight-line method based on the following estimated useful lives.

Description Estimated Useful Life
Building40 Years
Building and land improvements (maximum)20 years
Tenant improvementsShorter of useful life or terms of related lease

Leases

For leases in which we are the lessee, we recognize 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 our operating leases, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. We utilize a market-based approach to estimate the incremental borrowing rate for each individual lease. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us 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.

Goodwill

The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Our goodwill of approximately $4.9 million represents amounts allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We take a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. We have recorded no impairments to goodwill as of December 31, 2021.

Use of Derivative Financial Instruments

We record all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps, accounts payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. See Note 4 in the accompanying Notes to Consolidated Financial Statements for the fair value of our indebtedness. See Note 5 in the accompanying Notes to Consolidated Financial Statements for the fair value of our interest rate swaps.

We adopted fair value measurement provisions for our financial instruments recorded at fair value. The guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as
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observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Incentive and Equity-Based Employee Compensation Plans

We grant equity-based compensation awards to our employees and directors in the form of restricted shares of common stock, LTIP units, and performance units. See Notes 6, 7 and 8 in the accompanying Notes to Consolidated Financial Statements for further discussion of restricted shares of common stock, LTIP units, and performance units, respectively. We measure equity-based compensation expense based on the fair value of the awards on the grant date and recognize the expense ratably over the vesting period, and forfeitures are recognized in the period in which they occur.

On January 7, 2021, we adopted the STAG Industrial, Inc. Employee Retirement Vesting Program (the “Vesting Program”) to provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.

Revenue Recognition

All current leases are classified as operating leases and rental income is recognized on a straight-line basis over the term of the lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to accrued rental income.

We determined that for all leases where we are 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, we have made an accounting policy election to recognize the combined component in accordance with Accounting Standards Codification Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is substantially complete and ready for its intended use, we determine whether we or the tenant own the tenant improvements. When it is determined that we are the owner of the tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the finished space, which is generally when our owned tenant improvements are completed. In instances when it is determined that the tenant is the owner of tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the leased space.

When we are the owner of tenant improvements or other capital items, the cost to construct the tenant improvements or other capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant improvements or other capital items, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related lease.

Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.

We evaluate cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.

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.

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We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and revenue associated with one-time tenant reimbursements of capital expenditures. Same store properties exclude Operating Portfolio properties with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2019. On December 31, 2021, we owned 412 industrial buildings consisting of approximately 83.9 million square feet, which represents approximately 77.3% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.6% to 97.1% as of December 31, 2021 compared to 97.7% as of December 31, 2020. 

Discussions of selected operating information for our same store portfolio and our total portfolio for the comparison of the years ended December 31, 2020 and 2019 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 10, 2021.

Comparison of the year ended December 31, 2021 to the year ended December 31, 2020

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the years ended December 31, 2021 and 2020 (dollars in thousands). This table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the years ended December 31, 2021 and 2020 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, 2019 and our flex/office buildings, Value Add Portfolio, and buildings classified as held for sale.


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 Same Store PortfolioAcquisitions/DispositionsOther Total Portfolio
 Year ended December 31,ChangeYear ended December 31,Year ended December 31,Year ended December 31,Change
 20212020$%202120202021202020212020$%
Revenue                                     
Operating revenue          
Rental income$450,345 $433,874 $16,471 3.8 %$92,527 $39,408 $16,560 $9,543 $559,432 $482,825 $76,607 15.9 %
Other income385 367 18 4.9 %198 150 2,144 69 2,727 586 2,141 365.4 %
Total operating revenue450,730 434,241 16,489 3.8 %92,725 39,558 18,704 9,612 562,159 483,411 78,748 16.3 %
Expenses         
Property83,833 76,135 7,698 10.1 %19,999 10,567 4,154 2,657 107,986 89,359 18,627 20.8 %
Net operating income(1)
$366,897 $358,106 $8,791 2.5 %$72,726 $28,991 $14,550 $6,955 454,173 394,052 60,121 15.3 %
Other expenses          
General and administrative     48,629 40,072 8,557 21.4 %
Depreciation and amortization     238,699 214,738 23,961 11.2 %
Loss on impairments     — 5,577 (5,577)(100.0)%
Other expenses     2,878 2,029 849 41.8 %
Total other expenses      290,206 262,416 27,790 10.6 %
Total expenses     398,192 351,775 46,417 13.2 %
Other income (expense)     
Interest and other income      121 446 (325)(72.9)%
Interest expense     (63,484)(62,343)(1,141)1.8 %
Debt extinguishment and modification expenses   (2,152)(834)(1,318)158.0 %
Gain on involuntary conversion — 2,157 (2,157)(100.0)%
Gain on the sales of rental property, net     97,980 135,733 (37,753)(27.8)%
Total other income (expense)     32,465 75,159 (42,694)(56.8)%
Net income     $196,432 $206,795 $(10,363)(5.0)%
(1)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.

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Net Income

Net income for our total portfolio decreased by $10.4 million or 5.0% to $196.4 million for the year ended December 31, 2021 compared to $206.8 million for the year ended December 31, 2020.

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 $16.5 million or 3.8% to $450.3 million for the year ended December 31, 2021 compared to $433.9 million for the year ended December 31, 2020.

Same store lease income increased by $10.6 million or 2.9% to $375.5 million for the year ended December 31, 2021 compared to $364.9 million for the year ended December 31, 2020. Approximately $9.1 million of the increase was attributable to rental increases due to the execution of new leases and lease renewals with existing tenants, an increase of approximately $1.5 million due the to impact of inheriting the ownership of a solar panel array on one of our buildings, and a net decrease in the amortization of net above market leases of approximately $0.8 million. These increases were also attributable to an increase in rental income of approximately $3.3 million at properties in which, during the year ended December 31, 2020, we determined that the future collectability was not reasonably assured, and accordingly, we converted to the cash basis of accounting and reversed any accounts receivable and accrued rent balances into rental income and did not recognize revenue for payments that were not received from the tenants. These reversals of accounts receivable and accrued rent balances decreased during the the year ended December 31, 2021. These increases were partially offset by the reduction of base rent of approximately $4.1 million due to tenant vacancy.

Same store other billings increased by $5.8 million or 8.5% to $74.8 million for the year ended December 31, 2021 compared to $69.0 million for the year ended December 31, 2020. The increase was attributable to an increase of approximately $3.6 million related to other expense reimbursements due to an increase in corresponding expenses and changes to lease terms where we began paying the operating expenses on behalf of tenants that had previously paid its operating expenses directly to respective vendors. Additionally, there was an increase in real estate taxes levied by the taxing authority and changes to lease terms where we began paying the real estate taxes on behalf of tenants that had previously paid its taxes directly to the taxing authority of approximately $2.2 million.

Same Store Operating Expenses

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

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

Total same store operating expenses increased by $7.7 million or 10.1% to $83.8 million for the year ended December 31, 2021 compared to $76.1 million for the year ended December 31, 2020. This increase was primarily related to an increase in real estate taxes of approximately $2.9 million levied by the taxing authority and changes to lease terms where we began paying the real estate taxes on behalf of tenants that had previously paid its taxes directly to the taxing authority. The increase was also attributable to an increase of $1.8 million in repairs and maintenance expense, an increase in utility expense of $1.1 million, and an increase of $1.9 million related to insurance, snow removal, and other expenses.

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, 2019, we acquired 111 buildings consisting of approximately 20.7 million square feet (excluding 11 buildings that were included in the Value Add Portfolio at December 31, 2021 or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2019), and sold 29 buildings consisting of approximately 6.1 million square feet. For the years ended December 31, 2021 and 2020, the buildings acquired after December 31, 2019 contributed approximately
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$69.5 million and $13.6 million to NOI, respectively. For the years ended December 31, 2021 and 2020, the buildings sold after December 31, 2019 contributed approximately $3.2 million and $15.4 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, buildings classified as held for sale, and Operating Portfolio buildings with expansions placed in service or transferred from the Value Add Portfolio to the Operating Portfolio after December 31, 2019. Other NOI also includes termination, solar, and other income adjustments from buildings in our same store portfolio.

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

At December 31, 2021 we owned two flex/office buildings consisting of approximately 0.1 million square feet, nine buildings in our Value Add Portfolio consisting of approximately 1.8 million square feet, and 10 buildings consisting of approximately 2.1 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, 2019. These buildings contributed approximately $11.2 million and $6.0 million to NOI for the years ended December 31, 2021 and 2020, respectively. Additionally, there was $3.4 million and $1.0 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2021 and December 31, 2020, 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 $27.8 million or 10.6% for the year ended December 31, 2021 to $290.2 million compared to $262.4 million for the year ended December 31, 2020. This is primarily a result of an increase in depreciation and amortization of approximately $24.0 million as a result of net acquisitions that increased the depreciable asset base. General and administrative expenses increased by approximately $8.6 million primarily due to the acceleration of equity-based compensation expense for certain eligible employees related to the adoption of the Vesting Program in the amount of approximately $2.3 million. Additionally, general and administrative expenses increased by approximately $2.1 million related to the severance costs of a former executive officer, as discussed in Note 7 in the accompanying Notes to Consolidated Financial Statements. General and administrative expenses also increased due to increases in compensation and other payroll costs. Other expenses also increased, and approximately $0.3 million of the increase was primarily due to the settlement of litigation related to a terminated acquisition contract during the COVID-19 pandemic. These increases were partially offset by a decrease in loss on impairments of approximately $5.6 million as there were no loss on impairments recognized during the year ended December 31, 2021.

Total Other Income (Expense)

Total other income (expense) consists of interest and other income, interest expense, debt extinguishment and modification expenses, gain on involuntary conversion, and gain on the sales of rental property, net. Interest expense includes interest incurred during the period as well as adjustments related to amortization of financing fees and debt issuance costs, and amortization of fair market value adjustments associated with the assumption of debt.

Total net other income decreased $42.7 million or 56.8% to $32.5 million total other income for the year ended December 31, 2021 compared to $75.2 million total other expense for the year ended December 31, 2020. This decrease is primarily the result of an decrease in gain on the sales of rental property, net of approximately $37.8 million and a decrease in gain on involuntary conversion of approximately $2.2 million related to an eminent domain taking of a portion of a parcel of land that occurred during the year ended December 31, 2020. There was also an increase in interest expense of approximately $1.1 million which was primarily attributable to the funding of unsecured term loans on September 28, 2021 and March 25, 2020. Debt extinguishment and modification expenses also increased approximately $1.3 million during the year ended December 31, 2021 that was primarily related to the refinance of the Unsecured Term Loans on October 26, 2021, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements. Additionally, there was a decrease of approximately $0.3 million in interest and other income due to a decreased cash and cash equivalents balance during the year ended December 31, 2021 compared to the year ended December 31, 2020.

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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 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 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 summarizes a reconciliation of our FFO attributable to common stockholders and unit holders for the periods presented to net income, the nearest GAAP equivalent.
Year ended December 31,
Reconciliation of Net Income to FFO (in thousands)202120202019
Net income$196,432 $206,795 $50,665 
Rental property depreciation and amortization238,487 214,464 185,154 
Loss on impairments— 5,577 9,757 
Gain on the sales of rental property, net(97,980)(135,733)(7,392)
FFO$336,939 $291,103 $238,184 
Preferred stock dividends(1,289)(5,156)(5,156)
Redemption of preferred stock(2,582)— — 
Amount allocated to restricted shares of common stock and unvested units(838)(756)(891)
FFO attributable to common stockholders and unit holders$332,230 $285,191 $232,137 

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. NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI.
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The following table summarizes a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.
Year ended December 31,
Reconciliation of Net Income to NOI (in thousands)202120202019
Net income$196,432 $206,795 $50,665 
General and administrative48,629 40,072 35,946 
Transaction costs347 159 346 
Depreciation and amortization238,699 214,738 185,450 
Interest and other income (121)(446)(87)
Interest expense63,484 62,343 54,647 
Loss on impairments— 5,577 9,757 
Gain on involuntary conversion — (2,157)— 
Debt extinguishment and modification expenses2,152 834 — 
Other expenses2,531 1,870 1,439 
Gain on the sales of rental property, net(97,980)(135,733)(7,392)
Net operating income $454,173 $394,052 $330,771 

Cash Flows
Comparison of the year ended December 31, 2021 to the year ended December 31, 2020
The following table summarizes our cash flows for the year ended December 31, 2021 compared to the year ended December 31, 2020.
 Year ended December 31,Change
Cash Flows (dollars in thousands)20212020$%  
Net cash provided by operating activities$336,154 $293,922 $42,232 14.4 %
Net cash used in investing activities$1,220,420 $554,623 $665,797 120.0 %
Net cash provided by financing activities$887,123 $269,176 $617,947 229.6 %
 
Net cash provided by operating activities increased $42.2 million to $336.2 million for the year ended December 31, 2021, compared to $293.9 million for the year ended December 31, 2020. The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2020, and operating performance at existing properties. These increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2020 and fluctuations in working capital due to timing of payments and rental receipts.

Net cash used in investing activities increased by $665.8 million to $1,220.4 million for the year ended December 31, 2021, compared to $554.6 million for the year ended December 31, 2020. The increase was primarily attributable to the acquisition of 74 buildings during the year ended December 31, 2021 of approximately $1,365.8 million, compared to the acquisition of 48 buildings during the year ended December 31, 2020 of approximately $773.3 million. The increase is also attributable to an decrease in net proceeds from the sale of 22 buildings during the year ended December 31, 2021 for net proceeds of approximately $188.0 million, compared to the year ended December 31, 2020 where we sold seven buildings for net proceeds of approximately $273.6 million.
Net cash provided by financing activities increased $617.9 million to $887.1 million for the year ended December 31, 2021, compared to $269.2 million for the year ended December 31, 2020. The increase is primarily attributable to funding of the Series I Unsecured Notes and Series J Unsecured Notes (each as defined below) of $325.0 million, as well as a net cash inflow of approximately $228.0 million from our unsecured credit facility. The increase is also attributable to an increase of net proceeds from the sales of common stock of approximately $268.5 million. These increases were partially offset by the redemption of the Series C Preferred Stock (as defined below) of $75.0 million, and an increase of approximately $21.4 million in dividends paid during the year ended December 31, 2021 compared to the year ended December 31, 2020. Additionally, the funding of the Unsecured Term Loan F of $100.0 million did not recur during the year ended December 31, 2021 compared to the year ended December 31, 2020.
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Liquidity and Capital Resources
We believe that our liquidity needs will be satisfied through cash flows generated by operations, disposition proceeds, and financing activities. Operating cash flow is primarily rental income, expense recoveries from tenants, and other income from operations and is our principal source of funds that we use to pay operating expenses, debt service, recurring capital expenditures, and the distributions required to maintain our REIT qualification. We look to the capital markets (common equity, preferred equity, and debt) to primarily fund our acquisition activity. We seek to increase cash flows from our properties by maintaining quality standards for our buildings that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. We believe that our revenue, together with proceeds from building sales and debt and equity financings, will continue to provide funds for our short-term and medium-term liquidity needs.

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our buildings, including interest expense, interest rate swap payments, scheduled principal payments on outstanding indebtedness, funding of property acquisitions under contract, general and administrative expenses, and capital expenditures for tenant improvements and leasing commissions.

Our long-term liquidity needs, in addition to recurring short-term liquidity needs as discussed above, consist primarily of funds necessary to pay for acquisitions, non-recurring capital expenditures, and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, the issuance of equity or debt securities, other borrowings, property dispositions, or, in connection with acquisitions of certain additional buildings, the issuance of common units in our Operating Partnership.

Since the start of the COVID-19 pandemic in early-2020, we have worked to ensure that we maintain adequate liquidity. In February 2021 and October 2021, we refinanced our unsecured credit facility and several unsecured term loans and on September 28, 2021, we issued the Series I Unsecured Notes and Series J Unsecured Notes, as discussed in “Indebtedness Outstanding” below. As of December 31, 2021, we had total immediate liquidity of approximately $469.4 million, comprised of $19.0 million of cash and cash equivalents and $450.4 million of immediate availability on our unsecured credit facility. When incorporating the remaining undrawn balance available on our unsecured credit facility and the approximately $50.1 million of forward equity proceeds available to us at our option through November 3, 2022, our total liquidity as of December 31, 2021 was approximately $519.5 million.

In addition, we require funds for future dividends to be paid to our common stockholders and common unit holders in our Operating Partnership. These distributions on our common stock are voluntary (at the discretion of our board of directors), to the extent in excess of distribution requirements in order to maintain our REIT status for federal income tax purposes, and the excess portion may be reduced or stopped if needed to fund other liquidity requirements or for other reasons. The following table summarizes the dividends attributable to our common stock that were declared or paid during the year ended December 31, 2021.

Month Ended 2021Declaration DateRecord DatePer SharePayment Date
December 31October 13, 2021December 31, 2021$0.120833 January 18, 2022
November 30October 13, 2021November 30, 20210.120833 December 15, 2021
October 31October 13, 2021October 29, 20210.120833 November 15, 2021
September 30July 13, 2021September 30, 20210.120833 October 15, 2021
August 31July 13, 2021August 31, 20210.120833 September 15, 2021
July 31July 13, 2021July 30, 20210.120833 August 16, 2021
June 30April 12, 2021June 30, 20210.120833 July 15, 2021
May 31April 12, 2021May 28, 20210.120833 June 15, 2021
April 30April 12, 2021April 30, 20210.120833 May 17, 2021
March 31January 11, 2021March 31, 20210.120833 April 15, 2021
February 28January 11, 2021February 26, 20210.120833 March 15, 2021
January 31January 11, 2021January 29, 20210.120833 February 16, 2021
Total $1.449996  

On January 10, 2022, our board of directors declared the common stock dividends for the months ending January 31, 2022, February 28, 2022 and March 31, 2022 at a monthly rate of $0.121667 per share of common stock.

On March 31, 2021, we redeemed all 3,000,000 issued and outstanding shares of 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), at a cash redemption price of $25.00 per share, plus
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accrued and unpaid dividends to, but excluding, the redemption date. The following table summarizes the dividends paid on the Series C Preferred Stock during the year ended December 31, 2021.

Quarter Ended 2021Declaration DateSeries C
Preferred Stock Per Share		Payment Date
March 31January 11, 2021$0.4296875 March 31, 2021
Total $0.4296875  

Indebtedness Outstanding
The following table summarizes certain information with respect to the indebtedness outstanding as of December 31, 2021.
LoanPrincipal Outstanding as of December 31, 2021 (in thousands)
Interest 
Rate(1)(2)
    Maturity Date
Prepayment Terms(3) 
Unsecured credit facility:
Unsecured Credit Facility(4)
$296,000  L + 0.775%October 23, 2026i
Total unsecured credit facility296,000     
Unsecured term loans:     
Unsecured Term Loan D150,000  2.85 % January 4, 2023i
Unsecured Term Loan E175,000 3.77 %January 15, 2024i
Unsecured Term Loan F200,000 2.96 %January 12, 2025i
Unsecured Term Loan G300,000 1.13 %February 5, 2026i
Unsecured Term Loan A150,000  3.23 %March 15, 2027i
Total unsecured term loans975,000 
Total unamortized deferred financing fees and debt issuance costs(4,423)
Total carrying value unsecured term loans, net970,577     
Unsecured notes:     
Series F Unsecured Notes100,000 3.98 %January 5, 2023ii
Series A Unsecured Notes50,000  4.98 %October 1, 2024ii
Series D Unsecured Notes100,000  4.32 %February 20, 2025ii
Series G Unsecured Notes75,000 4.10 %June 13, 2025ii
Series B Unsecured Notes50,000  4.98 %July 1, 2026ii
Series C Unsecured Notes80,000  4.42 %December 30, 2026ii
Series E Unsecured Notes20,000  4.42 %February 20, 2027ii
Series H Unsecured Notes100,000 4.27 %June 13, 2028ii
Series I Unsecured Notes275,000 2.80 %September 29, 2031ii
Series J Unsecured Notes50,000 2.95 %September 28, 2033ii
Total unsecured notes900,000 
Total unamortized deferred financing fees and debt issuance costs(3,059)
Total carrying value unsecured notes, net896,941 
 
   
Mortgage notes (secured debt):    
Wells Fargo Bank, National Association CMBS Loan46,610  4.31 %December 1, 2022iii
Thrivent Financial for Lutherans3,430 4.78 %December 15, 2023iv
United of Omaha Life Insurance Company4,943 3.71 %October 1, 2039ii
Total mortgage notes 54,983   
Net unamortized fair market value premium (discount)(136) 
Total unamortized deferred financing fees and debt issuance costs (103)
Total carrying value mortgage notes, net54,744  
Total / weighted average interest rate(5)
$2,218,262 2.88 %
(1)Interest rate as of December 31, 2021. At December 31, 2021, the one-month LIBOR (“L”) was 0.10125%. 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 our unsecured credit facility and unsecured term loans is based on the our debt rating, as defined in the respective loan agreements.
(2)The unsecured term loans have a stated interest rate of one-month LIBOR plus a spread of 0.85%, with the exception of Unsecured Term Loan D which has a stated interest rate of one-month LIBOR plus a spread of 1.0%. As of December 31, 2021, one-month LIBOR for the Unsecured Term Loans A, D, E, F, and G was swapped to a fixed rate of 2.38%, 1.85%, 2.92%, 2.11%, and 0.28%, respectively. One-month LIBOR for the Unsecured Term Loan A will be swapped to a fixed rate of 1.30% effective April 1, 2022. One-month LIBOR for the Unsecured Term Loan G will be swapped to a fixed rate of 0.94% effective April 18, 2023.
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(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 $750.0 million. The initial maturity date is October 24, 2025, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension, (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date, and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.
(5)The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $975.0 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 or discounts.

The aggregate undrawn nominal commitments on the unsecured credit facility and unsecured term loans as of December 31, 2021 was approximately $450.4 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.

Unsecured Credit Facility

On October 26, 2021, we entered into an amendment to the unsecured credit facility (the “October 2021 Credit Facility Amendment”). The October 2021 Credit Facility Amendment provides for an extension of the maturity date to October 24, 2025, with two six-month extension options, subject to certain conditions, and a reduced current interest rate of LIBOR plus a spread of 0.775% and facility fee of 0.15%, each based on our current debt rating (as defined in the credit agreement) and leverage level. As of December 31, 2021, the unsecured credit facility bore an interest rate of LIBOR plus a spread of 0.775% based on our debt rating, as defined in the loan agreement. In connection with the October 2021 Credit Facility Amendment, we incurred approximately $3.7 million in costs which are being deferred and amortized through the maturity date of the unsecured credit facility. We also incurred approximately $0.1 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the maturity and interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged.

On February 5, 2021, we entered into an amendment to the unsecured credit facility (the “February 2021 Credit Facility Amendment”). The Credit Facility Amendment provides for an increase in the aggregate commitments available for borrowing under the unsecured credit facility from $500 million to up to $750 million. In connection with the February 2021 Credit Facility Amendment, we incurred approximately $1.2 million in costs, which are being deferred and amortized through the maturity date of our unsecured credit facility. Other than the increase in the borrowing commitments, the material terms of our unsecured credit facility were not changed by the February 2021 Credit Facility Amendment.

Unsecured Term Loans

On October 26, 2021,we entered into an amendment to the Unsecured Term Loan A (the “Amendment to Unsecured Term Loan A”). The Amendment to Unsecured Term Loan A provides for an extension of the maturity date to March 15, 2027 and a reduced current interest rate of LIBOR plus a spread of 0.85% based on our current debt rating (as defined in the loan agreement) and leverage level. In connection with the Amendment to Unsecured Term Loan A, we incurred approximately $0.6 million in costs which are being deferred and amortized through the new maturity date of March 15, 2027. We also incurred approximately $0.2 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the maturity and interest rate provisions described above, the material terms of the Unsecured Term Loan A remain unchanged.

On October 26, 2021, we entered into amendments to the Unsecured Term Loan E, the Unsecured Term Loan F, and the Unsecured Term Loan G (“Term Loan Amendments”) that provide for reduced current interest rates on each of the loans of LIBOR plus a spread of 0.85% based on our current debt rating (as defined in each loan agreement) and leverage level. In connection with the Term Loan Amendments, we incurred approximately $0.6 million in costs which are being deferred and amortized the respective maturity dates. We also incurred approximately $1.2 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the interest rate provisions described above, the material terms of the Unsecured Term Loan E, the Unsecured Term Loan F, and the Unsecured Term Loan G remain unchanged.

On October 26, 2021, we entered into an amendment to the Unsecured Term Loan D to conform certain provisions of such loan agreement to the unsecured credit facility.

On February 5, 2021, we entered into an amendment to the Unsecured Term Loan G (the “Amendment to Unsecured Term Loan G”). The Amendment to Unsecured Term Loan G provides for an extension of the maturity date to February 5, 2026 and a reduced stated interest rate of one-month LIBOR plus a spread that ranges from 0.85% to 1.65% for LIBOR borrowings based on our debt ratings. The Amendment to Unsecured Term Loan G also amended the provision for a minimum interest rate, or floor, for LIBOR borrowings to 0.00% and for Base Rate borrowings to 1.00%. In connection with the Amendment to
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Unsecured Term Loan G, we incurred approximately $1.6 million in costs, which are being deferred and amortized through the new maturity date of February 5, 2026. We also incurred approximately $0.7 million of modification expenses, which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Additionally, we reversed the previously accrued extension fees of approximately $1.1 million from an amendment to the Unsecured Term Loan G that was entered into on April 17, 2020, which resulted in a decrease to interest expense of approximately $0.3 million. Other than the maturity and interest rate provisions described above, the material terms of the Unsecured Term Loan G were not changed by the Amendment to Unsecured Term Loan G.

Unsecured Notes

On July 8, 2021, we entered into a note purchase agreement (the “July 2021 NPA”) for the private placement by our Operating Partnership of $275.0 million senior unsecured notes (the “Series I Unsecured Notes”) maturing September 29, 2031, with a fixed annual interest rate of 2.80%, and $50.0 million senior unsecured notes (the “Series J Unsecured Notes”) maturing September 28, 2033, with a fixed annual interest rate of 2.95%. The July 2021 NPA contains a number of financial covenants substantially similar to the financial covenants contained in our unsecured credit facility and other unsecured notes, plus a financial covenant that requires us to maintain a minimum interest coverage ratio of not less than 1.50:1.00. Our Operating Partnership issued the Series I Unsecured Notes and the Series J Unsecured Notes on September 28, 2021. The Company and certain wholly owned subsidiaries of our Operating Partnership are guarantors of the unsecured notes.

Mortgage Notes

On February 25, 2021, we assumed a mortgage note with United of Omaha Life Insurance Company of approximately $5.1 million in connection with the acquisition of the property located in Long Island, NY, which serves as collateral for the debt. The debt matures on October 1, 2039 and bears interest at 3.71% per annum. The assumed debt was recorded at fair value and a fair value discount of approximately $0.2 million was recorded. The fair value of debt was determined by discounting the future cash flows using the current rate of approximately 4.10% at which loans would be made to borrowers with similar credit ratings for loans with similar remaining maturities, terms, and loan-to-value ratios. The fair value of the debt is based on Level 3 inputs and is a nonrecurring fair value measurement.

The Wells Fargo Bank, National Association CMBS loan agreement is a commercial mortgage backed security that provides for a secured loan. There are 23 properties that are collateral for the CMBS loan. Our Operating Partnership guarantees the obligations under the CMBS loan.
The following table summarizes our debt capital structure as of December 31, 2021.

Debt Capital StructureDecember 31, 2021
Total principal outstanding (in thousands)$2,225,983 
Weighted average duration (years)4.6 
% Secured debt2.5 %
% Debt maturing next 12 months2.1 %
Net Debt to Real Estate Cost Basis (1)
34.2 %
(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.

Unsecured Credit Facility, Unsecured Term Loans, and Unsecured Notes
The unsecured credit facility provides for a facility fee payable by us to the lenders at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the credit agreement, of the aggregate commitments (currently $750.0 million). The facility fee is due and payable quarterly.
Covenants: Our ability to borrow, maintain borrowings and avoid default under the unsecured credit facility, the unsecured term loans, and unsecured notes is subject to our ongoing compliance with a number of financial covenants, including:
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•a maximum consolidated leverage ratio of not greater than 0.60:1.00;
•a maximum secured leverage ratio of not greater than 0.40:1.00;
•a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
•a minimum fixed charge ratio of not less than or equal to 1.50:1.00; and
•a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00.
The respective note purchase agreements additionally contain a financial covenant that requires us to maintain a minimum interest coverage ratio of not less than 1.50:1.00. 
Pursuant to the terms of our unsecured debt agreements, we may not pay distributions that exceed the minimum amount required for us to qualify and maintain our status as a REIT if a default or event of default occurs and is continuing.
Our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes are subject to ongoing compliance with a number of financial and other covenants. As of December 31, 2021, we were in compliance with the applicable financial covenants.
Events of Default: Our unsecured credit facility and unsecured term loans contain customary events of default, including but not limited to non-payment of principal, interest, fees or other amounts, defaults in the compliance with the covenants contained in the documents evidencing the unsecured credit facility and the unsecured term loans, cross-defaults to other material debt and bankruptcy or other insolvency events.
Borrower and Guarantors: Our Operating Partnership is the borrower under the unsecured credit facility, the unsecured term loans and is the issuer of the unsecured notes. The Company and certain of its subsidiaries guarantee the obligations under our unsecured debt agreements.
Equity

Preferred Stock

On March 31, 2021, we redeemed all 3,000,000 issued and outstanding shares of the Series C Preferred Stock at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to, but excluding, the redemption date. We have no outstanding preferred stock issuances as of December 31, 2021.

Common Stock

The following table summarizes our ATM common stock offering program as of December 31, 2021. We may from time to time sell common stock through sales agents under the ATM program. There was no activity under the ATM common stock offering program during the three months ended December 31, 2021.

ATM Common Stock Offering ProgramDateMaximum Aggregate Offering Price (in thousands)Aggregate Common Stock Available as of December 31, 2021 (in thousands)
2019 $600 million ATMFebruary 14, 2019$600,000 $76,482 

Subsequent to December 31, 2021, we sold 128,335 shares under the ATM common stock offering program at a price of $45.03 per share, or $5.8 million, and $44.58 per share net of sales agent fees.

On November 3, 2021, we completed an underwritten public offering of an aggregate of 8,000,000 shares of common stock at a price to the underwriters of $41.99 per share, consisting of (i) 5,250,000 shares offered directly us and (ii) 2,750,000 shares offered by the forward dealer in connection with certain forward sale agreements. The offering closed on November 8, 2021 and we received net proceeds from the sale of shares offered directly by us of approximately $220.4 million. On December 1, 2021, the underwriters exercised their option to purchase an additional 1,200,000 shares for an offering price of $41.87 per share and the underwriters’ option closed on December 3, 2021. On December 27, 2021, we partially physically settled the forward sales agreements in full by issuing 2,750,000 shares of common stock and received net proceeds of approximately $115.0 million. Subject to the our right to elect cash or net share settlement, we have the ability to settle the remaining forward sales agreements at any time through scheduled maturity date of the forward sale agreements of November 3, 2022.

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On April 5, 2021, we sold 1,446,760 shares on a forward basis under the ATM common stock offering program at a price of $34.56 per share, or $50.0 million, and $34.2144 per share net of sales agent fees. We did not initially receive any proceeds from the sale of shares on a forward basis. On September 29, 2021, we physically settled in full the forward sales agreements under the ATM common stock offering program by issuing 1,446,760 shares of common stock and received net proceeds of approximately $48.4 million, or $33.4585 per share.

Noncontrolling Interests

We own our interests in all of our properties and conduct substantially all of our business through our Operating Partnership. We are the sole member of the sole general partner of our Operating Partnership. As of December 31, 2021, we owned approximately 98.1% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 1.9% of the common units.

Interest Rate Risk

We use interest rate swaps to fix the rate of our variable rate debt. As of December 31, 2021, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.

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

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

The following table summarizes our outstanding interest rate swaps as of December 31, 2021.

Interest Rate Derivative CounterpartyTrade DateEffective DateNotional Amount
(in thousands)		Fair Value
(in thousands)		Pay Fixed Interest RateReceive Variable Interest RateMaturity Date
Wells Fargo Bank, N.A.Jan-08-2015Mar-20-2015$25,000 $(105)1.8280 %One-month LMar-31-2022
The Toronto-Dominion BankJan-08-2015Feb-14-2020$25,000 $(143)2.4535 %One-month LMar-31-2022
Regions BankJan-08-2015Feb-14-2020$50,000 $(289)2.4750 %One-month LMar-31-2022
Capital One, N.A.Jan-08-2015Feb-14-2020$50,000 $(296)2.5300 %One-month LMar-31-2022
The Toronto-Dominion BankJul-20-2017Oct-30-2017$25,000 $(353)1.8485 %One-month LJan-04-2023
Royal Bank of CanadaJul-20-2017Oct-30-2017$25,000 $(354)1.8505 %One-month LJan-04-2023
Wells Fargo Bank, N.A.Jul-20-2017Oct-30-2017$25,000 $(354)1.8505 %One-month LJan-04-2023
PNC Bank, N.A.Jul-20-2017Oct-30-2017$25,000 $(353)1.8485 %One-month LJan-04-2023
PNC Bank, N.A.Jul-20-2017Oct-30-2017$50,000 $(706)1.8475 %One-month LJan-04-2023
The Toronto-Dominion BankApr-20-2020Sep-29-2020$75,000 $299 0.2750 %One-month LApr-18-2023
Wells Fargo Bank, N.A.Apr-20-2020Sep-29-2020$75,000 $295 0.2790 %One-month LApr-18-2023
The Toronto-Dominion BankApr-20-2020Mar-19-2021$75,000 $299 0.2750 %One-month LApr-18-2023
Wells Fargo Bank, N.A.Apr-20-2020Mar-19-2021$75,000 $294 0.2800 %One-month LApr-18-2023
The Toronto-Dominion BankJul-24-2018Jul-26-2019$50,000 $(2,128)2.9180 %One-month LJan-12-2024
PNC Bank, N.A.Jul-24-2018Jul-26-2019$50,000 $(2,128)2.9190 %One-month LJan-12-2024
Bank of Montreal Jul-24-2018Jul-26-2019$50,000 $(2,128)2.9190 %One-month LJan-12-2024
U.S. Bank, N.A.Jul-24-2018Jul-26-2019$25,000 $(1,064)2.9190 %One-month LJan-12-2024
Wells Fargo Bank, N.A.May-02-2019Jul-15-2020$50,000 $(1,827)2.2460 %One-month LJan-15-2025
U.S. Bank, N.A.May-02-2019Jul-15-2020$50,000 $(1,826)2.2459 %One-month LJan-15-2025
Regions BankMay-02-2019Jul-15-2020$50,000 $(1,825)2.2459 %One-month LJan-15-2025
Bank of MontrealJul-16-2019Jul-15-2020$50,000 $(1,022)1.7165 %One-month LJan-15-2025
U.S. Bank, N.A.Feb-17-2021Apr-18-2023$150,000 $2,014 0.9385 %One-month LFeb-5-2026
Wells Fargo Bank, N.A.Feb-17-2021Apr-18-2023$75,000 $1,009 0.9365 %One-month LFeb-5-2026
The Toronto-Dominion BankFeb-17-2021Apr-18-2023$75,000 $1,010 0.9360 %One-month LFeb-5-2026
Regions BankOct-26-2021Apr-01-2022$50,000 $(54)1.3045 %One-month LMar-15-2027
Bank of MontrealOct-26-2021Apr-01-2022$50,000 $(45)1.3045 %One-month LMar-15-2027
PNC Bank, N.A.Oct-26-2021Apr-01-2022$50,000 $(52)1.3045 %One-month LMar-15-2027
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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 December 31, 2021, the fair value of seven of our interest rate swaps were in a asset position of approximately $5.2 million, including any adjustment for nonperformance risk related to these agreements. The remaining 20 interest rate swaps were in a liability position of approximately $17.1 million, including any adjustment for nonperformance risk related to these agreements.

As of December 31, 2021, we had $1,271.0 million of variable rate debt. As of December 31, 2021, all of our outstanding variable rate debt, with exception of our unsecured credit facility, was fixed with interest rate swaps through maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Off-balance Sheet Arrangements

As of December 31, 2021, we had letters of credit related to development projects and certain other agreements of approximately $3.6 million. As of December 31, 2021, we had no other material off-balance sheet arrangements.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk we are exposed to is interest rate risk.  We have used derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps.

As of December 31, 2021, we had $1,271.0 million of variable rate debt outstanding. As of December 31, 2021, all of our outstanding variable rate debt, with the exception of our unsecured credit facility which had a balance of $296.0 million, was fixed with interest rate swaps through maturity. To the extent we undertake additional variable rate indebtedness, if interest rates increase, then so will the interest costs on our unhedged variable rate debt, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. Further, rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions. If interest rates increased by 100 basis points and assuming we had an outstanding balance of $296.0 million on our unsecured credit facility for the year ended December 31, 2021, our interest expense would have increased by approximately $3.0 million for the year ended December 31, 2021.

Item 8.  Financial Statements and Supplementary Data

The required response under this Item is submitted in a separate section of this report. See Index to Consolidated Financial Statements on page F-1.


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a-15(b), we have evaluated, under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2021. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the periods covered by this report were effective to provide reasonable assurance that information required to be disclosed by our Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears on page F-2 of this Annual Report on Form 10‑K.
Changes in Internal Controls
There was no change to our internal control over financial reporting during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None.

Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III.

Item 10.  Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the Proxy Statement to be filed relating to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 11.  Executive Compensation
The information required by Item 11 will be included in the Proxy Statement to be filed relating to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be included in the Proxy Statement to be filed relating to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

56
Item 13.  Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be included in the Proxy Statement to be filed relating to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services
The information required by Item 14 will be included in the Proxy Statement to be filed relating to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV.

Item 15.  Exhibits and Financial Statement Schedules 

1.Consolidated Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as a part of this report.

2.Financial Statement Schedules

The financial statement schedules required by this Item are filed with this report and listed in the accompanying Index to Consolidated Financial Statements on page F-1. All other financial statement schedules are not applicable.

3.Exhibits

The following exhibits are filed as part of this report:
Exhibit NumberDescription of Document
3.1 
3.2 
4.1 
4.2 
10.1 
10.2 
10.3 
10.4 
10.5 
10.6 
10.7 
10.8 
10.9 
10.10 
57
Table of Contents
Exhibit NumberDescription of Document
10.11 
10.12 
10.13 
10.14 
10.15 
10.16 
10.17 
10.18 
10.19 
10.20 
10.21 
10.22 
10.23 
10.24 
10.25 
10.26 
10.27 
10.28 
10.29 
10.30 
10.31 
10.32 
10.33 
10.34 
10.35 
10.36 
10.37 
10.38 
58
Table of Contents
Exhibit NumberDescription of Document
10.39 
10.40 
10.41 
10.42 
10.43 
10.44 
10.45 
10.46 
21.1 
23.1 
24.1 
31.1 
31.2 
32.1 
101 The following materials from STAG Industrial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (vi) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these consolidated financial statements.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*    Represents management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

59
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.
Dated: February 16, 2022  
  /s/ Benjamin S. Butcher
 By:
Benjamin S. Butcher
Chairman and Chief Executive Officer
 
    KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of STAG Industrial, Inc., hereby severally constitute Benjamin S. Butcher and Matts S. Pinard, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable STAG Industrial, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated.
DateSignatureTitle
   
February 16, 2022/s/ Benjamin S. ButcherChairman and Chief Executive Officer
(principal executive officer)
Benjamin S. Butcher
February 16, 2022/s/ Jit Kee ChinDirector
Jit Kee Chin
February 16, 2022/s/ Virgis W. ColbertDirector
Virgis W. Colbert
February 16, 2022/s/ Michelle S. DilleyDirector
Michelle S. Dilley
February 16, 2022/s/ Jeffrey D. FurberDirector
Jeffrey D. Furber
February 16, 2022/s/ Larry T. GuillemetteDirector
 Larry T. Guillemette
February 16, 2022/s/ Francis X. Jacoby IIIDirector
Francis X. Jacoby III
February 16, 2022/s/ Christopher P. MarrDirector
Christopher P. Marr
February 16, 2022/s/ Hans S. WegerDirector
Hans S. Weger
February 16, 2022/s/ Matts S. PinardChief Financial Officer, Executive Vice President and Treasurer (principal financial officer)
Matts S. Pinard
February 16, 2022
/s/ Jaclyn M. Paul
Senior Vice President and Chief Accounting Officer (principal accounting officer)
Jaclyn M. Paul


60
STAG INDUSTRIAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
2
4
5
6
7
8
9
39
40
F-1

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of STAG Industrial, Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Accounting

As described in Notes 2 and 3 to the consolidated financial statements, during 2021, the Company completed 74 property acquisitions for consideration of approximately $1,372.6 million, of which approximately $137.8 million of land, $1,078.9 million of buildings and improvements, $155.7 million of net leasing intangibles, and $1.0 million of other assets were recorded. Management allocates the purchase price of properties based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships. The process for determining the allocation to these components requires estimates and assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot.

The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical audit matter are (i) there was significant judgment by management when developing the fair value measurement of the tangible and intangible assets acquired and liabilities assumed, which resulted in a high degree of auditor judgment and subjectivity in performing procedures relating to these estimates, (ii) significant audit effort was necessary in evaluating the significant assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot, (iii) significant auditor judgment was necessary in evaluating audit evidence, and (iv) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price accounting, including controls over the allocation of the purchase price to the assets acquired and liabilities assumed. These procedures also included, among others, testing management’s process for estimating the fair value of assets acquired and liabilities assumed by (i) reading the purchase agreements and (ii) evaluating the appropriateness of methods and, for a sample of acquisitions, the reasonableness of significant assumptions used by management in developing the fair value measurement including rental rates, discount rates, exit capitalization rates, and land value per square foot. Evaluating these assumptions involved evaluating whether the assumptions used were reasonable considering past performance of the tangible and intangible assets acquired and liabilities assumed, consistency with external market and industry data, and considering whether the assumptions were consistent with evidence obtained in other areas of the audit. Procedures were also performed to test the completeness and accuracy of data provided by management. For certain acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methods and evaluating the reasonableness of the assumptions related to the rental rates, discount rates, exit capitalization rates, and land value per square foot.


/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
February 16, 2022

We have served as the Company’s or its predecessor’s auditor since 2009.


F-3

STAG Industrial, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
 December 31, 2021December 31, 2020
Assets  
Rental Property:  
Land$617,297 $492,783 
Buildings and improvements, net of accumulated depreciation of $611,867 and $495,348, respectively
4,435,743 3,532,608 
Deferred leasing intangibles, net of accumulated amortization of $282,038 and $258,005, respectively
567,658 499,802 
Total rental property, net5,620,698 4,525,193 
Cash and cash equivalents18,981 15,666 
Restricted cash4,215 4,673 
Tenant accounts receivable93,600 77,796 
Prepaid expenses and other assets60,953 43,471 
Interest rate swaps5,220 — 
Operating lease right-of-use assets29,582 25,403 
Assets held for sale, net— 444 
Total assets$5,833,249 $4,692,646 
Liabilities and Equity  
Liabilities:  
Unsecured credit facility$296,000 $107,000 
Unsecured term loans, net970,577 971,111 
Unsecured notes, net896,941 573,281 
Mortgage notes, net54,744 51,898 
Accounts payable, accrued expenses and other liabilities76,475 69,765 
Interest rate swaps17,052 40,656 
Tenant prepaid rent and security deposits37,138 27,844 
Dividends and distributions payable21,906 19,379 
Deferred leasing intangibles, net of accumulated amortization of $21,136 and $15,759, respectively
35,721 32,762 
Operating lease liabilities33,108 27,898 
Total liabilities2,439,662 1,921,594 
Commitments and contingencies (Note 11)
Equity:  
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized at December 31, 2021 and December 31, 2020,
  
Series C, -0- and 3,000,000 shares (liquidation preference of $25.00 per share) issued and outstanding at December 31, 2021 and December 31, 2020, respectively
— 75,000 
Common stock, par value $0.01 per share, 300,000,000 shares authorized at December 31, 2021 and December 31, 2020, 177,769,342 and 158,209,823 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively
1,777 1,582 
Additional paid-in capital4,130,038 3,421,721 
Cumulative dividends in excess of earnings(792,332)(742,071)
Accumulated other comprehensive loss(11,783)(40,025)
Total stockholders’ equity3,327,700 2,716,207 
Noncontrolling interest65,887 54,845 
Total equity3,393,587 2,771,052 
Total liabilities and equity$5,833,249 $4,692,646 
The accompanying notes are an integral part of these consolidated financial statements.
F-4
STAG Industrial, Inc.
Consolidated Statements of Operations
(in thousands, except share data)
 Year ended December 31,
 202120202019
Revenue            
Rental income$559,432 $482,825 $405,350 
Other income2,727 586 600 
Total revenue562,159 483,411 405,950 
Expenses   
Property107,986 89,359 75,179 
General and administrative48,629 40,072 35,946 
Depreciation and amortization238,699 214,738 185,450 
Loss on impairments— 5,577 9,757 
Other expenses2,878 2,029 1,785 
Total expenses398,192 351,775 308,117 
Other income (expense)   
Interest and other income 121 446 87 
Interest expense(63,484)(62,343)(54,647)
Debt extinguishment and modification expenses(2,152)(834)— 
Gain on involuntary conversion — 2,157 — 
Gain on the sales of rental property, net97,980 135,733 7,392 
Total other income (expense)32,465 75,159 (47,168)
Net income$196,432 $206,795 $50,665 
Less: income attributable to noncontrolling interest after preferred stock dividends4,098 4,648 1,384 
Net income attributable to STAG Industrial, Inc.$192,334 $202,147 $49,281 
Less: preferred stock dividends1,289 5,156 5,156 
Less: redemption of preferred stock2,582 — — 
Less: amount allocated to participating securities288 271 314 
Net income attributable to common stockholders$188,175 $196,720 $43,811 
Weighted average common shares outstanding — basic163,442 148,791 125,389 
Weighted average common shares outstanding — diluted164,090 149,215 125,678 
Net income per share — basic and diluted 
Net income per share attributable to common stockholders — basic$1.15 $1.32 $0.35 
Net income per share attributable to common stockholders — diluted$1.15 $1.32 $0.35 
The accompanying notes are an integral part of these consolidated financial statements.
F-5
STAG Industrial, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
 Year ended December 31,
 202120202019
Net income$196,432 $206,795 $50,665 
Other comprehensive income (loss):  
Income (loss) on interest rate swaps28,856 (22,109)(23,625)
Other comprehensive income (loss)28,856 (22,109)(23,625)
Comprehensive income225,288 184,686 27,040 
Income attributable to noncontrolling interest after preferred stock dividends(4,098)(4,648)(1,384)
Other comprehensive (income) loss attributable to noncontrolling interest(614)510 718 
Comprehensive income attributable to STAG Industrial, Inc.$220,576 $180,548 $26,374 
The accompanying notes are an integral part of these consolidated financial statements.
F-6
STAG Industrial, Inc.
Consolidated Statements of Equity
(in thousands, except share data)
 Preferred StockCommon StockAdditional Paid-in CapitalCumulative Dividends in Excess of EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders’ EquityNoncontrolling Interest - Unit Holders in Operating PartnershipTotal Equity
 SharesPar Amount
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— — — — (214)— (214)— (214)
Proceeds from sales of common stock, net— 29,836,706 299 852,031 — — 852,330 — 852,330 
Dividends and distributions, net— — — — (186,710)— (186,710)(6,582)(193,292)
Non-cash compensation activity, net— 132,964 1 3,715 (405)— 3,311 5,084 8,395 
Redemption of common units to common stock— 680,137 6 9,515 — — 9,521 (9,521)— 
Rebalancing of noncontrolling interest— — — (12,887)— — (12,887)12,887 — 
Other comprehensive loss— — — — — (22,907)(22,907)(718)(23,625)
Net income— — — — 49,281 — 49,281 1,384 50,665 
Balance, December 31, 2019$75,000 142,815,593 $1,428 $2,970,553 $(723,027)$(18,426)$2,305,528 $58,363 $2,363,891 
Proceeds from sales of common stock, net— 14,580,577 146 438,338 — — 438,484 — 438,484 
Dividends and distributions, net— — — — (220,801)— (220,801)(5,395)(226,196)
Non-cash compensation activity, net— 83,233 1 5,019 (390)— 4,630 5,557 10,187 
Redemption of common units to common stock— 730,420 7 11,540 — — 11,547 (11,547)— 
Rebalancing of noncontrolling interest— — — (3,729)— — (3,729)3,729 — 
Other comprehensive loss— — — — — (21,599)(21,599)(510)(22,109)
Net income— — — — 202,147 — 202,147 4,648 206,795 
Balance, December 31, 2020$75,000 158,209,823 $1,582 $3,421,721 $(742,071)$(40,025)$2,716,207 $54,845 $2,771,052 
Proceeds from sales of common stock, net— 19,238,685 192 706,680 — — 706,872 — 706,872 
Redemption of preferred stock(75,000)— — 2,573 (2,582)— (75,009)— (75,009)
Dividends and distributions, net— — — — (239,859)— (239,859)(8,293)(248,152)
Non-cash compensation activity, net— 149,516 1 3,024 (154)— 2,871 10,665 13,536 
Redemption of common units to common stock— 171,318 2 2,852 — — 2,854 (2,854)— 
Rebalancing of noncontrolling interest— — — (6,812)— — (6,812)6,812 — 
Other comprehensive income— — — — — 28,242 28,242 614 28,856 
Net income— — — — 192,334 — 192,334 4,098 196,432 
Balance, December 31, 2021$— 177,769,342 $1,777 $4,130,038 $(792,332)$(11,783)$3,327,700 $65,887 $3,393,587 
The accompanying notes are an integral part of these consolidated financial statements.
F-7
STAG Industrial, Inc.
Consolidated Statements of Cash Flows
(in thousands)
 Year ended December 31,
 202120202019
Cash flows from operating activities:            
Net income$196,432 $206,795 $50,665 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization238,699 214,738 185,450 
Loss on impairments— 5,577 9,757 
Gain on involuntary conversion — (2,157)— 
Non-cash portion of interest expense2,931 2,922 2,583 
Amortization of above and below market leases, net2,051 4,341 4,862 
Straight-line rent adjustments, net(17,516)(12,074)(11,774)
Debt extinguishment and modification expenses249 834 — 
Gain on the sales of rental property, net(97,980)(135,733)(7,392)
Non-cash compensation expense14,955 11,681 9,926 
Change in assets and liabilities:   
Tenant accounts receivable(36)(4,482)(2,509)
Prepaid expenses and other assets(18,664)(11,528)(8,480)
Accounts payable, accrued expenses and other liabilities6,763 7,157 429 
Tenant prepaid rent and security deposits8,270 5,851 (160)
Total adjustments139,722 87,127 182,692 
Net cash provided by operating activities336,154 293,922 233,357 
Cash flows from investing activities:   
Acquisitions of land and buildings and improvements(1,211,023)(661,961)(995,047)
Additions of land and building and improvements(39,503)(55,741)(65,044)
Acquisitions of other assets(1,004)(450)(2,736)
Acquisitions of operating lease right-of-use assets(5,627)(3,984)— 
Proceeds from sales of rental property, net187,972 273,560 42,028 
Proceeds from involuntary conversion— 782 — 
Acquisitions of tenant prepaid rent1,024 — — 
Acquisition deposits, net(3,131)27 3,846 
Acquisitions of deferred leasing intangibles(154,755)(110,840)(205,621)
Acquisitions of operating lease liabilities 5,627 3,984 — 
Net cash used in investing activities(1,220,420)(554,623)(1,222,574)
Cash flows from financing activities:   
Proceeds from unsecured credit facility2,665,000 914,000 1,568,000 
Repayment of unsecured credit facility(2,476,000)(953,000)(1,522,500)
Proceeds from unsecured term loans1,125,000 400,000 275,000 
Repayment of unsecured term loans(1,125,000)(300,000)— 
Proceeds from unsecured notes325,000 — — 
Repayment of mortgage notes (2,225)(2,983)(1,926)
Redemption of preferred stock(75,000)— — 
Payment of loan fees and costs(9,579)(1,129)(1,227)
Payment of defeasance fees and other costs — (425)— 
Dividends and distributions(245,722)(224,283)(189,581)
Proceeds from sales of common stock, net706,991 438,499 852,375 
Repurchase and retirement of share-based compensation(1,342)(1,503)(1,602)
Net cash provided by financing activities887,123 269,176 978,539 
Increase in cash and cash equivalents and restricted cash2,857 8,475 (10,678)
Cash and cash equivalents and restricted cash—beginning of period20,339 11,864 22,542 
Cash and cash equivalents and restricted cash—end of period$23,196 $20,339 $11,864 
Supplemental disclosure:   
Cash paid for interest, net of capitalized interest$58,392 $58,704 $51,490 
Supplemental schedule of non-cash investing and financing activities   
Additions to building and other capital improvements$(465)$(674)$(274)
Transfer of other assets to building and other capital improvements$465 $674 $274 
Acquisitions of land and buildings and improvements$(5,990)$(2,202)$(469)
Acquisitions of deferred leasing intangibles$(948)$(362)$(88)
Change in additions of land, building, and improvements included in accounts payable, accrued expenses, and other liabilities$(1,285)$(3,714)$(8,278)
Additions to building and other capital improvements from non-cash compensation$(9)$(25)$(70)
Assumption of mortgage notes $5,103 $— $— 
Fair market value adjustment to mortgage notes acquired$(161)$— $— 
Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses, and other liabilities$930 $(1,065)$(45)
Leases cumulative effect adjustment$— $— $(214)
Dividends and distributions accrued$21,906 $19,379 $17,465 
The accompanying notes are an integral part of these consolidated financial statements.
F-8
STAG Industrial, Inc.
Notes to Consolidated Financial Statements

1. Organization and Description of Business

STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition, ownership, and operation of single-tenant, industrial properties throughout the United States. The Company was formed as a Maryland corporation and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”).  The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its properties and conducts substantially all of its business through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). As of December 31, 2021 and 2020, the Company owned a 98.1% and 98.0%, respectively, common equity interest in the Operating Partnership. The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership.  As used herein, the “Company” refers to STAG Industrial, Inc. and its consolidated subsidiaries and partnerships, including the Operating Partnership, except where context otherwise requires.

As of December 31, 2021, the Company owned 544 buildings in 40 states with approximately 108.6 million rentable square feet (square feet unaudited herein and throughout the Notes), consisting of 468 warehouse/distribution buildings, 74 light manufacturing buildings, and two flex/office buildings.

COVID-19 Pandemic

Currently, one of the most significant risks and uncertainties facing the Company and the real estate industry generally is the potential adverse effect of the ongoing public health crisis of the novel coronavirus disease (“COVID-19”) pandemic.

The Company closely monitors the effect of the COVID-19 pandemic on all aspects of its business, including how the pandemic will affect its tenants and business partners. The Company did not incur significant disruptions from the COVID-19 pandemic during the years ended December 31, 2021 and 2020. The Company did not enter into any rent deferral agreements during the year ended December 31, 2021. The Company entered into rent deferral agreements with certain tenants which resulted in approximately $2.1 million in rent deferrals during the year ended December 31, 2020. The Company will continue to evaluate tenant rent relief requests on an individual basis, considering a number of factors. Not all tenant requests will ultimately result in modified agreements, nor is the Company foregoing its contractual rights under its lease agreements.

The Company remains unable to predict the ultimate impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties. The extent to which the COVID-19 pandemic affects the Company’s operations and those of its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling Common Units.” These Noncontrolling Common Units are held by other limited partners in the form of common units (“Other Common Units”) and long term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended (the “2011 Plan”). All significant intercompany balances and transactions have been eliminated in the consolidation of entities. The financial statements of the Company are presented on a consolidated basis for all periods presented.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
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contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Rental Property and Deferred Leasing Intangibles

Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized.

The Company capitalizes costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is substantially completed. Such costs begin to be capitalized to the development projects from the point the Company is undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of the Company’s unsecured indebtedness during the period.

For properties classified as held for sale, the Company ceases depreciating and amortizing the rental property and values the rental property at the lower of depreciated and amortized cost or fair value less costs to dispose. The Company presents those properties classified as held for sale with any qualifying assets and liabilities associated with those properties as held for sale in the accompanying Consolidated Balance Sheets.

Using information available at the time of acquisition, the Company allocates the purchase price of properties acquired based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships. The process for determining the allocation to these components requires estimates and assumptions, including rental rates, discount rates and exit capitalization rates, and land value per square foot, as well as available market information, and is therefore subject to subjective analysis and uncertainty. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The portion of the purchase price that is allocated to above and below market leases is valued based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease term plus the term of any bargain renewal options. The purchase price is further allocated to in-place lease values and tenant relationships based on the Company’s evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective tenant.

The above and below market lease values are amortized into rental income over the remaining lease term. The value of in-place lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for bargain renewal options or assumed exercises of early termination options, as applicable. If a tenant subsequently terminates its lease, any unamortized portion of above and below market leases is accelerated into rental income and the in-place lease value and tenant relationships are accelerated into depreciation and amortization expense over the shortened lease term.

The purchase price allocated to deferred leasing intangible assets are included in rental property, net on the accompanying Consolidated Balance Sheets and the purchase price allocated to deferred leasing intangible liabilities are included in deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets under the liabilities section.

In determining the fair value of the debt assumed, the Company discounts the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market value debt adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective interest method.

The Company evaluates the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the property. If such cash flows are less than the property’s carrying value, an impairment charge is recognized to the extent by which the property’s carrying value exceeds the estimated fair value. Estimating future cash flows is highly subjective and is based in part on assumptions regarding anticipated hold
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period, future occupancy, rental rates, capital requirements, and exit capitalization rates that could differ from actual results. The discount rate used to present value the cash flows for determining fair value is also subjective.

Depreciation expense is computed using the straight-line method based on the following estimated useful lives.

Description Estimated Useful Life
Building40 Years
Building and land improvements (maximum)20 Years
Tenant improvementsShorter of useful life or terms of related lease
 
Fully depreciated or amortized assets or liabilities and the associated accumulated depreciation or amortization are written-off. The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, and deferred leasing intangible liabilities of approximately $7.5 million, $72.9 million, $2.4 million, respectively, for the year ended December 31, 2021 and approximately $5.0 million, $62.0 million, $2.3 million, respectively, for the year ended December 31, 2020.

Leases

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 the operating right-of-use asset and lease liability for the Company’s operating leases, the Company estimates an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. The Company utilizes a market-based approach to estimate the incremental borrowing rate for each individual lease. Additionally, since the terms of our 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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less. The Company maintains cash and cash equivalents in United States banking institutions that may exceed amounts insured by the Federal Deposit Insurance Corporation. While the Company monitors the cash balances in its operating accounts, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts, and mitigates this risk by using nationally recognized banking institutions.

Restricted Cash

Restricted cash may include tenant security deposits, cash held in escrow for real estate taxes and capital improvements as required in various mortgage note agreements, and cash held by the Company’s transfer agent for preferred stock dividends, if any, that are distributed subsequent to period end. Restricted cash may also include cash held by qualified intermediaries to facilitate a like-kind exchange of real estate under Section 1031 of the Code.

The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying Consolidated Statements of Cash Flows.

Reconciliation of cash and cash equivalents and restricted cash (in thousands)December 31, 2021December 31, 2020
Cash and cash equivalents$18,981 $15,666 
Restricted cash4,215 4,673 
Total cash and cash equivalents and restricted cash$23,196 $20,339 

Deferred Costs

Deferred financing fees and debt issuance costs include costs incurred in obtaining debt that are capitalized and are presented as a direct deduction from the carrying amount of the associated debt liability that is not a line-of-credit arrangement on the accompanying Consolidated Balance Sheets. Deferred financing fees and debt issuance costs related to line-of-credit arrangements are presented as an asset in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The deferred financing fees and debt issuance costs are amortized through interest expense over the life of the respective loans
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on a basis which approximates the effective interest method. Any unamortized amounts upon early repayment of debt are written off in the period of repayment as a loss on extinguishment of debt. Fully amortized deferred financing fees and debt issuance costs are written off upon maturity of the underlying debt.

Leasing commissions include commissions and other direct and incremental costs incurred to obtain new tenant leases as well as to renew existing tenant leases, and are presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. Leasing commissions are capitalized and amortized over the terms of the related leases (and bargain renewal terms or assumed exercise of early termination options) using the straight-line method. If a lease terminates prior to the expiration of its initial term, any unamortized costs related to the lease are accelerated into amortization expense. Changes in leasing commissions are presented in the cash flows from operating activities section of the accompanying Consolidated Statements of Cash Flows.

Goodwill

The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Goodwill of the Company of approximately $4.9 million represents amounts allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The Company’s goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company takes a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. The Company has recorded no impairments to goodwill through December 31, 2021.

Use of Derivative Financial Instruments

The Company records all derivatives on the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

In accordance with fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting arrangements on a net basis by counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. The Company minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality counterparties. The Company’s exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps, accounts payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. See Note 4 for the fair value of the Company’s indebtedness. See Note 5 for the fair value of the Company’s interest rate swaps.

The Company adopted fair value measurement provisions for its financial instruments recorded at fair value. The guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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Offering Costs

Underwriting commissions and direct offering costs have been reflected as a reduction of additional paid-in capital on the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. Indirect costs associated with equity offerings are expensed as incurred and included in general and administrative expenses on the accompanying Consolidated Statements of Operations.

Dividends

Earnings and profits, which determine the taxability of dividends to stockholders, will differ from income reported for financial reporting purposes due to the differences for federal income tax purposes in the treatment of gains on the sale of real property, revenue and expense recognition, and in the estimated useful lives and basis used to compute depreciation. In addition, the Company’s distributions may include a return of capital. To the extent that the Company makes distributions in excess of its current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares. A return of capital may not be taxable. A return of capital has the effect of reducing the holder’s adjusted tax basis in its investment, which may or may not be taxable to the holder.

The Company paid dividends to holders of the 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), of approximately $1.3 million ($0.429688 per share) during the year ended December 31, 2021, of which $0.400294 that were treated as ordinary income for tax purposes, $0.022149 per share was treated as unrecaptured section 1250 capital gain for tax purposes, and $0.007245 per share was treated as other capital gain for income tax purposes. The Company paid dividends to the holders of Series C Preferred Stock of approximately $5.2 million ($1.71875 per share) during the year ended December 31, 2020, of which $1.349944 that were treated as ordinary income for tax purposes, $0.100392 per share was treated as unrecaptured section 1250 capital gain for tax purposes, and $0.268414 per share was treated as other capital gain for income tax purposes. The Company paid dividends to the holders of the Series C Preferred Stock of approximately $5.2 million ($1.71875 per share) during the year ended December 31, 2019, of which $1.71441 that were treated as ordinary income for tax purposes and $0.00434 that were treated as qualified dividends for tax purposes.

The following table summarizes the tax treatment of dividends per shares of common stock for federal income tax purposes.

 Year ended December 31,
 202120202019
Federal Income Tax Treatment of Dividends per Common SharePer Share%Per Share%Per Share%
Ordinary income$1.119899 81.3 %$1.186648 78.5 %$0.888657 62.2 %
Return of capital0.175355 12.7 %— — %0.538270 37.7 %
Unrecaptured section 1250 capital gain0.061970 4.5 %0.088246 5.9 %— — %
Other capital gain0.020269 1.5 %0.235943 15.6 %— — %
Qualified dividend— — %— — %0.002243 0.1 %
Total (1)
$1.377493 100.0 %$1.510837 100.0 %$1.429170 100.0 %
(1)The December 2019 monthly common stock dividend of $0.119167 per share was included in the stockholder’s 2020 tax year. The December 2020 monthly common stock dividend of $0.12 per share was partially included in the stockholder's 2020 tax year in the amount of $0.07167 per share, and the remainder was included in the stockholder's 2021 tax year. The December 2021 monthly common stock dividend of $0.120833 per share will be included in the stockholder's 2022 tax year.

Revenue Recognition

All current leases are classified as operating leases and rental income is recognized on a straight-line basis over the term of the lease (and expected bargain renewal terms or assumed exercise of early termination options) when collectability is reasonably assured. Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to accrued rental income.

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 Accounting Standards Codification Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

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Rental income recognition commences when the tenant takes possession of or controls the physical use of the leased space and the leased space is substantially complete and ready for its intended use. In order to determine whether the leased space is substantially complete and ready for its intended use, the Company determines whether the Company or the tenant own the tenant improvements. When it is determined that the Company is the owner of the tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the finished space, which is generally when the Company owned tenant improvements are completed. In instances when it is determined that the tenant is the owner of tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the leased space.

When the Company is the owner of tenant improvements or other capital items, the cost to construct the tenant improvements or other capital items, including costs paid for or reimbursed by the tenants, is recorded as capital assets. For these tenant improvements or other capital items, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized on a straight-line basis as income over the shorter of the useful life of the capital asset or the term of the related lease.

Early lease termination fees are recorded in rental income on a straight-line basis from the notification date of such termination to the then remaining (not the original) lease term, if any, or upon collection if collection is not reasonably assured.

The Company evaluates cash basis versus accrual basis of rental income recognition based on the collectability of future lease payments.

Gain on the Sales of Rental Property, net

The timing of the derecognition of a rental property and the corresponding recognition of gain on the sales of rental property, net is measured by various criteria related to the terms of the sale transaction, and if the Company has lost control of the property and the acquirer has gained control of the property after the transaction. If the derecognition criteria is met, the full gain is recognized.

Incentive and Equity-Based Employee Compensation Plans

The Company grants equity-based compensation awards to its employees and directors in the form of restricted shares of common stock, LTIP units, and performance units. See Notes 6, 7 and 8 for further discussion of restricted shares of common stock, LTIP units, and performance units, respectively. The Company measures equity-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period, and forfeitures are recognized in the period in which they occur.

On January 7, 2021, the Company adopted the STAG Industrial, Inc. Employee Retirement Vesting Program (the “Vesting Program”) to provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program, the Company accelerates equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively. The adoption of the Vesting Program resulted in an increase to general and administrative expenses of approximately $2.3 million for the year ended December 31, 2021 due to the acceleration of equity-based compensation expense for certain eligible employees.

Related-Party Transactions

The Company did not have any related-party transactions during the years ended December 31, 2021, 2020 and 2019.

Taxes

Federal Income Taxes

The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended December 31, 2011 and intends to continue to qualify as a REIT. As a REIT, the Company is generally not subject to corporate level federal income tax on the earnings distributed currently to its stockholders that it derives from its REIT qualifying activities. As a REIT, the Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.
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The Company will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries (“TRS”) for federal income tax purposes, nor will it have to comply with income, assets, or ownership restrictions inside of the TRS. Certain activities that the Company undertakes must or should be conducted by a TRS, such as performing non-customary services for its tenants and holding assets that it cannot hold directly. A TRS is subject to federal and state income taxes. The Company’s TRS recognized a net income (loss) of approximately $(8,000), $0 and $0.3 million, for the years ended December 31, 2021, 2020 and 2019, respectively, which has been included on the accompanying Consolidated Statements of Operations.

State and Local Income, Excise, and Franchise Tax

The Company and certain of its subsidiaries are subject to certain state and local income, excise and franchise taxes. Taxes in the amount of approximately $1.7 million, $1.7 million and $1.2 million have been recorded in other expenses on the accompanying Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019, respectively.

Uncertain Tax Positions

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained based solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of December 31, 2021, 2020 and 2019, there were no liabilities for uncertain tax positions.

Earnings Per Share

The Company uses the two-class method of computing earnings per common share, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income per common share is computed by dividing net income available to common stockholders by the sum of the weighted average number of shares of common stock outstanding and any dilutive securities for the period.

Segment Reporting

The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, has only one reporting and operating segment.

Concentrations of Credit Risk

Concentrations of credit risk relevant to the Company may arise when a number of financing arrangements, including revolving credit facilities or derivatives, are entered into with the same lenders or counterparties, and have similar economic features that would cause their inability to meet contractual obligations. The Company mitigates the concentration of credit risk as it relates to financing arrangements by entering into loan syndications with multiple, reputable financial institutions and diversifying its debt counterparties. The Company also reduces exposure by diversifying its derivatives across multiple counterparties who meet established credit and capital guidelines.

Concentrations of credit risk may also arise when the Company enters into leases with multiple tenants concentrated in the same industry, or into a significant lease or multiple leases with a single tenant, or tenants are located in the same geographic region, or have similar economic features that would cause their inability to meet contractual obligations, including those to the Company, to be similarly affected. The Company regularly monitors its tenant base to assess potential concentrations of credit risk through financial statement review, tenant management calls, and press releases. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk.

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3. Rental Property

The following table summarizes the components of rental property, net as of December 31, 2021 and 2020.

Rental Property, net (in thousands)December 31, 2021December 31, 2020
Land$617,297 $492,783 
Buildings, net of accumulated depreciation of $406,670 and $327,043, respectively
4,035,210 

3,195,439 
Tenant improvements, net of accumulated depreciation of $26,065 and $24,891, respectively
43,999 43,684 
Building and land improvements, net of accumulated depreciation of $179,132 and $143,414, respectively
320,041 275,433 
Construction in progress36,493 18,052 
Deferred leasing intangibles, net of accumulated amortization of $282,038 and $258,005, respectively
567,658 499,802 
Total rental property, net$5,620,698 $4,525,193 

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Acquisitions

The following tables summarize the acquisitions of the Company during the years ended December 31, 2021 and 2020.

Year ended December 31, 2021
Market(1)
Date AcquiredSquare FeetNumber of BuildingsPurchase Price
(in thousands)
Omaha/Council Bluffs, NE-IAJanuary 21, 2021370,000 1 $24,922 
Minneapolis/St Paul, MNFebruary 24, 202180,655 1 10,174 
Long Island, NYFebruary 25, 202164,224 1 8,516 
Sacramento, CAFebruary 25, 2021267,284 1 25,917 
Little Rock/N Little RockMarch 1, 2021300,160 1 24,317 
Cleveland, OHMarch 18, 2021170,000 1 6,382 
Three months ended March 31, 20211,252,323 6 100,228 
Indianapolis, INMay 17, 2021154,440 1 13,655 
Baltimore, MDMay 17, 202146,851 1 6,228 
Detroit, MIJune 1, 2021248,040 1 23,786 
Green Bay, WIJune 7, 2021152,000 1 7,249 
Phoenix, AZJune 14, 202141,504 1 8,670 
Cleveland, OHJune 17, 2021179,577 1 19,602 
Reno/Sparks, NVJune 30, 2021183,435 1 13,892 
Washington, DCJune 30, 2021193,420 1 17,521 
Stockton/Modesto, CAJune 30, 2021150,000 1 16,118 
Three months ended June 30, 20211,349,267 9 126,721 
Chicago, ILJuly 19, 2021109,355 2 13,341 
Chicago, ILJuly 20, 2021207,223 1 23,345 
Columbia, SCJuly 27, 2021194,290 1 14,546 
South Bay/San Jose, CAAugust 9, 202175,954 1 26,820 
Columbus, OHAugust 19, 2021814,265 2 75,422 
Salt Lake City, UTAugust 19, 2021177,071 1 35,141 
Greenville/Spartanburg, SCAugust 23, 2021209,461 1 15,317 
Indianapolis, INAugust 26, 202178,600 1 5,707 
Birmingham, ALAugust 26, 2021595,176 1 36,850 
Sacramento, CAAugust 30, 2021114,597 1 15,388 
Chicago, ILSeptember 2, 202195,482 1 11,799 
Chicago, ILSeptember 16, 2021506,096 4 50,661 
Milwaukee/Madison, WISeptember 16, 2021157,438 1 13,650 
Denver, COSeptember 24, 2021195,674 2 39,136 
Milwaukee/Madison, WISeptember 28, 2021156,482 1 10,807 
Chicago, ILSeptember 29, 2021110,035 1 10,585 
Boston, MASeptember 29, 2021247,056 2 28,704 
Three months ended September 30, 20214,044,255 24 427,219 
Omaha/Council Bluffs, NE-IAOctober 6, 202199,616 2 8,669 
El Paso, TXOctober 8, 2021276,360 1 27,844 
St. Louis, MOOctober 12, 2021121,223 1 12,991 
South Bay/San Jose, CAOctober 12, 202131,172 1 11,691 
Chicago, ILOctober 13, 202156,676 1 5,735 
Dallas/Ft Worth, TXOctober 13, 2021202,140 2 25,913 
Sacramento, CAOctober 25, 202182,174 1 10,275 
Detroit, MINovember 1, 2021126,720 1 18,291 
Philadelphia, PANovember 3, 2021385,399 1 25,909 
West Michigan, MINovember 9, 2021159,900 1 19,649 
Philadelphia, PANovember 9, 2021109,504 1 8,071 
Minneapolis/St Paul, MNNovember 10, 2021316,636 1 30,583 
Chicago, ILNovember 12, 2021579,338 4 62,948 
Philadelphia, PANovember 12, 2021128,959 1 26,446 
Sacramento, CADecember 1, 202167,200 1 7,721 
Des Moines, IADecember 9, 2021200,957 1 22,866 
Greenville/Spartanburg, SCDecember 17, 2021231,626 1 31,169 
Milwaukee/Madison, WIDecember 17, 2021192,800 1 23,327 
Sacramento, CADecember 21, 2021188,830 2 27,616 
Sacramento, CA(2)
December 22, 2021— — 28,930 
Des Moines, IADecember 23, 2021179,459 1 13,556 
Philadelphia, PADecember 23, 2021589,580 1 53,790 
Nashville, TNDecember 23, 202158,672 1 7,271 
Westchester/S. Connecticut, CT/NYDecember 23, 2021167,700 1 16,700 
Washington, DCDecember 28, 20211,231,200 2 140,668 
Minneapolis/St Paul, MNDecember 28, 202183,000 1 11,058 
Chicago, ILDecember 29, 2021102,000 1 9,742 
Omaha/Council Bluffs, NE-IADecember 30, 2021178,368 1 17,888 
Atlanta, GADecember 31, 2021103,720 1 11,083 
Three months ended December 31, 20216,250,929 35 718,400 
Year ended December 31, 202112,896,774 74 $1,372,568 
(1) As defined by CoStar Realty Information Inc. If the building is located outside of a CoStar defined market, the city and state is reflected.
(2) Acquired a building under development.
F-17

Year ended December 31, 2020
Market(1)
Date AcquiredSquare FeetNumber of BuildingsPurchase Price
(in thousands)
Detroit, MIJanuary 10, 2020491,049 1 $29,543 
Rochester, NYJanuary 10, 2020124,850 1 8,565 
Minneapolis/St Paul, MNFebruary 6, 2020139,875 1 10,460 
Sacramento, CAFebruary 6, 2020160,534 1 18,468 
Richmond, VAFebruary 6, 202078,128 1 5,481 
Milwaukee/Madison, WIFebruary 7, 202081,230 1 7,219 
Detroit, MIFebruary 11, 2020311,123 1 23,141 
Philadelphia, PAMarch 9, 202078,000 1 6,571 
Tulsa, OKMarch 9, 2020134,600 1 9,895 
Three months ended March 31, 20201,599,389 9 119,343 
Sacramento, CAJune 11, 202054,463 1 5,730 
Chicago, ILJune 29, 202067,817 1 6,184 
Three months ended June 30, 2020122,280 2 11,914 
Philadelphia, PAAugust 31, 2020112,294 1 8,427 
Pittsburgh, PASeptember 3, 2020125,000 1 15,580 
Pittsburgh, PASeptember 24, 202066,387 1 6,685 
Charlotte, NCSeptember 28, 202050,000 1 5,729 
Cleveland, OHSeptember 29, 2020276,000 1 28,261 
Three months ended September 30, 2020629,681 5 64,682 
Pittsburgh, PAOctober 1, 2020202,817 1 22,888 
Milwaukee/Madison, WIOctober 9, 2020128,000 1 7,196 
Memphis, TNOctober 19, 2020556,600 1 33,605 
West Michigan, MIOctober 20, 2020143,820 1 9,486 
Columbus, OHOctober 22, 20201,232,149 1 86,205 
Stockton/Modesto, CAOctober 23, 2020400,340 1 44,664 
Charlotte, NCOctober 27, 2020137,785 1 11,375 
Fort Wayne, INOctober 28, 2020764,177 1 31,851 
Sacramento, CAOctober 29, 2020126,381 1 10,549 
Charlotte, NCNovember 12, 2020129,600 1 14,783 
Stockton/Modesto, CANovember 23, 2020113,716 2 10,364 
Minneapolis/St Paul, MNDecember 1, 202099,247 1 14,640 
Phoenix, AZDecember 15, 2020104,352 1 14,341 
Raleigh/Durham, NCDecember 17, 2020150,000 1 16,596 
Chicago, ILDecember 22, 2020181,191 2 15,504 
Columbus, OHDecember 22, 20201,014,592 1 55,300 
Birmingham, ALDecember 28, 2020295,748 3 23,634 
Chicago, ILDecember 28, 2020408,074 1 39,114 
Rochester, NYDecember 28, 2020128,010 1 8,915 
McAllen/Edinburg/Pharr,TXDecember 29, 2020301,200 1 16,546 
Southwest Florida, FLDecember 30, 2020260,620 1 27,846 
Tampa, FLDecember 30, 2020215,280 1 17,567 
South Florida, FLDecember 30, 2020312,269 4 31,692 
Phoenix, AZDecember 30, 202071,030 1 9,551 
Sacramento, CADecember 30, 202052,200 1 5,664 
Three months ended December 31, 20207,529,198 32 579,876 
Year ended December 31, 20209,880,548 48 $775,815 
(1) As defined by CoStar Realty Information Inc. If the building is located outside of a CoStar defined market, the city and state is reflected.
F-18

The following table summarizes the allocation of the consideration paid at the date of acquisition during the years ended December 31, 2021 and 2020, for the acquired assets and liabilities in connection with the acquisitions identified in the tables above.
Year ended December 31, 2021Year ended December 31, 2020
Acquired Assets and LiabilitiesPurchase price (in thousands)Weighted average amortization period (years) of intangibles at acquisitionPurchase price (in thousands)Weighted average amortization period (years) of intangibles at acquisition
Land$137,827 N/A$67,937 N/A
Buildings988,456 N/A546,808 N/A
Tenant improvements7,356 N/A7,388 N/A
Building and land improvements58,504 N/A41,361 N/A
Construction in progress24,581 N/A669 N/A
Other assets1,004 N/A450 N/A
Operating lease right-of-use assets5,627 N/A3,984 N/A
Deferred leasing intangibles - In-place leases103,051 7.876,881 8.0
Deferred leasing intangibles - Tenant relationships52,579 10.637,603 11.2
Deferred leasing intangibles - Above market leases10,764 11.48,779 12.6
Deferred leasing intangibles - Below market leases(10,691)6.1(12,061)6.5
Operating lease liabilities(5,627)N/A(3,984)N/A
Below market assumed debt adjustment161 18.8— N/A
Tenant prepaid rent(1,024)N/A— N/A
Total purchase price1,372,568  775,815  
Less: Mortgage notes assumed(5,103)— 
Net assets acquired$1,367,465 $775,815 

On February 25, 2021, the Company assumed a mortgage note of approximately $5.1 million in connection with the acquisition of the property located in Long Island, NY. For a discussion of the method used to determine the fair value of the mortgage note, see Note 4.

The following table summarizes the results of operations for the years ended December 31, 2021 and 2020 for the properties acquired during the years ended December 31, 2021 and 2020, respectively, included in the Company’s Consolidated Statements of Operations from the date of acquisition.

Results of Operations (in thousands)Year ended December 31, 2021Year ended December 31, 2020
Total revenue$23,395 $16,957 
Net income$307 $2,194 

Dispositions

During the year ended December 31, 2021, the Company sold 22 buildings comprised of approximately 2.7 million square feet with a net book value of approximately $90.0 million to third parties. These buildings contributed approximately $7.0 million, $11.8 million and $13.1 million to revenue for the years ended December 31, 2021, 2020 and 2019, respectively. These buildings contributed approximately $0.9 million, $3.6 million and $5.4 million to net income (exclusive of loss on impairment; gain on involuntary conversion and gain on the sales of rental property, net) for the years ended December 31, 2021, 2020 and 2019, respectively. Net proceeds from the sales of rental property were approximately $188.0 million and the Company recognized the full gain on the sales of rental property, net of approximately $98.0 million for the year ended December 31, 2021. All of the dispositions were accounted for under the full accrual method.

During the year ended December 31, 2020, the Company sold seven buildings comprised of approximately 3.4 million square feet with a net book value of approximately $137.9 million to third parties. These buildings contributed approximately $10.8 million and $13.4 million to revenue for the years ended December 31, 2020 and 2019, respectively. These buildings contributed approximately $1.8 million and $1.3 million to net income (exclusive of loss on extinguishment of debt and gain on the sales of rental property, net) for the years ended December 31, 2020 and 2019, respectively. Net proceeds from the sales of rental property were approximately $273.6 million and the Company recognized a gain on the sales of rental property, net of approximately $135.7 million for the year ended December 31, 2020. All of the dispositions were accounted for under the full accrual method.

F-19

During the year ended December 31, 2019, the Company sold nine buildings and two land parcels comprised of approximately 1.6 million square feet with a net book value of approximately $34.6 million to third parties. These buildings contributed approximately $0.8 million to revenue for the year ended December 31, 2019. These buildings contributed approximately $2.5 million to net loss (exclusive of loss on impairments and gain on the sales of rental property, net) for the year ended December 31, 2019. Net proceeds from the sales of rental property were approximately $42.0 million and the Company recognized a gain on the sales of rental property, net of approximately $7.4 million for the year ended December 31, 2019. All of the dispositions were accounted for under the full accrual method.

Gain on Involuntary Conversion

The Company recognized a gain on involuntary conversion of approximately $0, $2.2 million, and $0 during the years ended December 31, 2021, 2020 and 2019, respectively. The gain on involuntary conversion during the year ended December 31, 2020 related to an eminent domain taking of a portion of a parcel of land

Loss on Impairments

The following table summarizes the Company’s loss on impairments for assets held and used during the years ended December 31, 2020 and 2019. The Company did not recognize a loss on impairments during the year ended December 31, 2021.
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)
Williamsport, PA1Change in estimated hold periodDiscounted cash flows(4)
Three months ended September 30, 2020$5,019 $3,172 
Albion, IN5Change in estimated hold period(5)Discounted cash flows(6)
Three months ended December 31, 2020$1,252 $2,405 
Year ended December 31, 2020$5,577 
Rapid City, SD(7)
1Change in estimated hold period(8)Discounted cash flows(9)
Three months ended March 31, 2019$4,373 $5,344 
Belfast, ME(7)
5Market leasing conditions(10)Discounted cash flows(11)
Three months ended September 30, 2019$5,950 $4,413 
Year ended December 31, 2019$9,757 
(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.
(4)Level 3 inputs used to determine fair value for the property impaired for the three months ended September 30, 2020: discount rate of 10.5% and exit capitalization rate of 10.0%.
(5)Four of the buildings were sold during the year ended December 31, 2021.
(6)Level 3 inputs used to determine fair value for the property impaired for the three months ended December 31, 2020: discount rate of 11.0% and exit capitalization rate of 10.0%.
(7)Flex/office buildings.
(8)This property was sold during the year ended December 31, 2019.
(9)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%.
(10)This property was sold during the year ended December 31, 2021.
(11)Level 3 inputs used to determine fair value for the property impaired for the three months ended September 30, 2019: discount rate of 13.0% and exit capitalization rate of 12.0%.

Deferred Leasing Intangibles

The following table summarizes the deferred leasing intangibles on the accompanying Consolidated Balance Sheets as of December 31, 2021 and 2020.
December 31, 2021December 31, 2020
Deferred Leasing Intangibles (in thousands)GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Above market leases$91,565 $(32,110)$59,455 $92,125 $(33,629)$58,496 
Other intangible lease assets758,131 (249,928)508,203 665,682 (224,376)441,306 
Total deferred leasing intangible assets$849,696 $(282,038)$567,658 $757,807 $(258,005)$499,802 
Below market leases$56,857 $(21,136)$35,721 $48,521 $(15,759)$32,762 
Total deferred leasing intangible liabilities$56,857 $(21,136)$35,721 $48,521 $(15,759)$32,762 

F-20

The following table summarizes the amortization expense and the net decrease to rental income for the amortization of deferred leasing intangibles during the years ended December 31, 2021, 2020 and 2019.
 Year ended December 31,
Deferred Leasing Intangibles Amortization (in thousands)202120202019
Net decrease to rental income related to above and below market lease amortization$2,073 $4,363 $4,884 
Amortization expense related to other intangible lease assets$88,729 $83,160 $73,726 

The following table summarizes the amortization of deferred leasing intangibles over the next five calendar years as of December 31, 2021.
YearAmortization Expense Related to Other Intangible Lease Assets (in thousands)Net Decrease to Rental Income Related to Above and Below Market Lease Amortization (in thousands)
2022$88,712 $15 
2023$77,554 $624 
2024$66,597 $1,258 
2025$57,915 $1,074 
2026$49,679 $1,497 

F-21

4. Debt

The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of December 31, 2021 and 2020.

LoanPrincipal Outstanding as of December 31, 2021 (in thousands)    Principal Outstanding as of December 31, 2020 (in thousands)
Interest 
Rate(1)(2)
    Maturity Date
Prepayment Terms(3) 
Unsecured credit facility:
Unsecured Credit Facility(4)
$296,000 
 
$107,000  
L + 0.775%
October 23, 2026i
Total unsecured credit facility296,000 
 
107,000     
Unsecured term loans: 
 
    
Unsecured Term Loan D150,000 
 
150,000  2.85 % January 4, 2023i
Unsecured Term Loan E175,000 175,000 3.77 %January 15, 2024i
Unsecured Term Loan F200,000 200,000 2.96 %January 12, 2025i
Unsecured Term Loan G300,000 300,000 1.13 %February 5, 2026i
Unsecured Term Loan A150,000 
 
150,000 3.23 %March 15, 2027i
Total unsecured term loans975,000 975,000 
Total unamortized deferred financing fees and debt issuance costs(4,423)(3,889)
Total carrying value unsecured term loans, net970,577 
 
971,111     
Unsecured notes: 
 
    
Series F Unsecured Notes100,000 100,000 3.98 %January 5, 2023ii
Series A Unsecured Notes50,000 
 
50,000  4.98 %October 1, 2024ii
Series D Unsecured Notes100,000 
 
100,000  4.32 %February 20, 2025ii
Series G Unsecured Notes75,000 75,000 4.10 %June 13, 2025ii
Series B Unsecured Notes50,000 
 
50,000  4.98 %July 1, 2026ii
Series C Unsecured Notes80,000 
 
80,000  4.42 %December 30, 2026ii
Series E Unsecured Notes20,000 
 
20,000  4.42 %February 20, 2027ii
Series H Unsecured Notes100,000 100,000 4.27 %June 13, 2028ii
Series I Unsecured Notes275,000 — 2.80 %September 29, 2031ii
Series J Unsecured Notes50,000 — 2.95 %September 28, 2033ii
Total unsecured notes900,000 575,000 
Total unamortized deferred financing fees and debt issuance costs(3,059)(1,719)
Total carrying value unsecured notes, net896,941 
 
573,281 
 
   
Mortgage notes (secured debt):    
Wells Fargo Bank, National Association CMBS Loan46,610 
 
48,546  4.31 %December 1, 2022iii
Thrivent Financial for Lutherans3,430 3,556 4.78 %December 15, 2023iv
United of Omaha Life Insurance Company4,943 — 3.71 %October 1, 2039ii
Total mortgage notes 54,983 
 
52,102   
Net unamortized fair market value premium (discount)(136)29  
Total unamortized deferred financing fees and debt issuance costs (103)(233)
Total carrying value mortgage notes, net54,744 
 
51,898  
Total / weighted average interest rate(5)
2,218,262 
 
1,703,290 2.88 %
(1)Interest rate as of December 31, 2021. At December 31, 2021, the one-month LIBOR (“L”) was 0.10125%. 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)The unsecured term loans have a stated interest rate of one-month LIBOR plus a spread of 0.85%, with the exception of Unsecured Term Loan D which has a stated interest rate of one-month LIBOR plus a spread of 1.0%. As of December 31, 2021, one-month LIBOR for the Unsecured Term Loans A, D, E, F, and G was swapped to a fixed rate of 2.38%, 1.85%, 2.92%, 2.11%, and 0.28%, respectively. One-month LIBOR for the Unsecured Term Loan A will be swapped to a fixed rate of 1.30% effective April 1, 2022. One-month LIBOR for the Unsecured Term Loan G will be swapped to a fixed rate of 0.94% effective April 18, 2023.
(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 $750.0 million. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $5.2 million and $1.6 million is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, respectively. The initial maturity date is October 24, 2025, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension, (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date, and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.
F-22

(5)The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $975.0 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 or discounts.

The aggregate undrawn nominal commitment on the unsecured credit facility as of December 31, 2021 was approximately $450.4 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $8.6 million and $6.3 million as of December 31, 2021 and 2020, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets.

The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the accompanying Consolidated Statement of Operations for the years ended December 31, 2021, 2020 and 2019.

Year ended December 31,
Costs Included in Interest Expense (in thousands)202120202019
Amortization of deferred financing fees and debt issuance costs and fair market value premiums/discounts$2,931 $2,922 $2,583 
Facility, unused, and other fees$1,642 $1,311 $1,513 

2021 Debt Activity

On October 26, 2021, the Company entered into an amendment to the unsecured credit facility (the “October 2021 Credit Facility Amendment”). The October 2021 Credit Facility Amendment provides for an extension of the maturity date to October 24, 2025, with two six-month extension options, subject to certain conditions, and a reduced current interest rate of LIBOR plus a spread of 0.775% and facility fee of 0.15%, each based on the Company’s current debt rating (as defined in the credit agreement) and leverage level. In connection with the October 2021 Credit Facility Amendment, the Company incurred approximately $3.7 million in costs which are being deferred and amortized through the maturity date of the unsecured credit facility. The Company also incurred approximately $0.1 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the maturity and interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged.

On October 26, 2021, the Company entered into an amendment to the Unsecured Term Loan A (the “Amendment to Unsecured Term Loan A”). The Amendment to Unsecured Term Loan A provides for an extension of the maturity date to March 15, 2027 and a reduced current interest rate of LIBOR plus a spread of 0.85% based on the Company’s current debt rating (as defined in the loan agreement) and leverage level. In connection with the Amendment to Unsecured Term Loan A, the Company incurred approximately $0.6 million in costs which are being deferred and amortized through the new maturity date. The Company also incurred approximately $0.2 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the maturity and interest rate provisions described above, the material terms of the Unsecured Term Loan A remain unchanged.

On October 26, 2021, the Company entered into amendments to the Unsecured Term Loan E, the Unsecured Term Loan F, and the Unsecured Term Loan G (“Term Loan Amendments”) that provide for reduced current interest rates on each of the loans of LIBOR plus a spread of 0.85% based on the Company’s current debt rating (as defined in each loan agreement) and leverage level. In connection with the Term Loan Amendments, the Company incurred approximately $0.6 million in costs which are being deferred and amortized through the respective maturity dates. The Company also incurred approximately $1.2 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Other than the interest rate provisions described above, the material terms of the Unsecured Term Loan E, the Unsecured Term Loan F, and the Unsecured Term Loan G remain unchanged.

On October 26, 2021, the Company entered into an amendment to the Unsecured Term Loan D to conform certain provisions of such loan agreement to the unsecured credit facility.

On July 8, 2021, the Company entered into a note purchase agreement (the “July 2021 NPA”) for the private placement by the Operating Partnership of $275.0 million senior unsecured notes (the “Series I Unsecured Notes”) maturing September 29, 2031, with a fixed annual interest rate of 2.80%, and $50.0 million senior unsecured notes (the “Series J Unsecured Notes”) maturing September 28, 2033, with a fixed annual interest rate of 2.95%. The July 2021 NPA contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50:1.00. The Operating Partnership issued the Series I Unsecured Notes and Series J Unsecured Notes on September 28, 2021. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes.

F-23

On February 25, 2021, the Company assumed a mortgage note with United of Omaha Life Insurance Company of approximately $5.1 million in connection with the acquisition of the property located in Long Island, NY, which serves as collateral for the debt. The debt matures on October 1, 2039 and bears interest at 3.71% per annum. The assumed debt was recorded at fair value and a fair value discount of approximately $0.2 million was recorded. The fair value of debt was determined by discounting the future cash flows using the current rate of approximately 4.10% at which loans would be made to borrowers with similar credit ratings for loans with similar maturities, terms, and loan-to-value ratios. The fair value of the debt is based on Level 3 inputs and is a nonrecurring fair value measurement.

On February 5, 2021, the Company entered into an amendment to the unsecured credit facility (the “Credit Facility Amendment”). The Credit Facility Amendment provided for an increase in the aggregate commitments available for borrowing under the unsecured credit facility from $500 million to up to $750 million. In connection with the Credit Facility Amendment, the Company incurred approximately $1.2 million in costs which are being deferred and amortized through the maturity date of the unsecured credit facility. Other than the increase in the borrowing commitments, the material terms of the unsecured credit facility remain unchanged.

On February 5, 2021, the Company entered into an amendment to the Unsecured Term Loan G (the “Amendment to Unsecured Term Loan G”). The Amendment to Unsecured Term Loan G provided for an extension of the maturity date to February 5, 2026 and a reduced stated interest rate of one-month LIBOR plus a spread that ranges from 0.85% to 1.65% for LIBOR borrowings based on the Company’s debt ratings. The Amendment to Unsecured Term Loan G also amended the provision for a minimum interest rate, or floor, for LIBOR borrowings to 0.00% and for Base Rate borrowings to 1.00%. In connection with the Amendment to Unsecured Term Loan G, the Company incurred approximately $1.6 million in costs which are being deferred and amortized through the new maturity date of February 5, 2026. The Company also incurred approximately $0.7 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. Additionally, the Company reversed the previously accrued extension fees of approximately $1.1 million from the amendment to the Unsecured Term Loan G that was entered into on April 17, 2020, which resulted in a decrease to interest expense of approximately $0.3 million. Other than the maturity and interest rate provisions described above, the material terms of the Unsecured Term Loan G remain unchanged.

2020 Debt Activity

On April 29, 2020, the mortgage note associated with the Wells Fargo Bank, National Association CMBS Loan was partially defeased in the amount of approximately $1.0 million in connection with the sale of the Johnstown, NY property, which had served as partial collateral for the mortgage note. The associated defeasance fees and unamortized deferred financing fees and debt issuance costs of approximately $0.1 million were written off to debt extinguishment and modification expenses in the accompanying Consolidated Statement of Operations during the year ended December 31, 2020.

On April 17, 2020, the Company entered into the $300.0 million Unsecured Term Loan G with Wells Fargo Bank, National Association, as administrative agent on behalf of the various lenders under the agreement. In connection with execution of the Unsecured Term Loan G, the Unsecured Term Loan B and Unsecured Term Loan C were paid in full. As of December 31, 2020, the Unsecured Term Loan G bore an interest rate of LIBOR plus a spread of 1.5% based on the Company’s debt rating, as defined in the loan agreement, and subject to a minimum rate for LIBOR of 0.25%. The Unsecured Term Loan G matures on April 16, 2021, subject to two one year extension options at the Company's discretion, and subject to certain conditions (other than lender discretion) such as the absence of default and the payment of an extension fee. At execution, the Company intended to exercise both extension options. To exercise the extension options the Company is required pay a fee equal to (i) 0.15% of the outstanding amount on the effective day of the first extension period and (ii) 0.20% of the outstanding amount on the effective day of the second extension period. In connection with the refinancing, the Company incurred approximately $2.1 million in deferred financing fees, including approximately $1.1 million of accrued extension fees, which are being amortized through the extended maturity date of April 18, 2023. In connection with the refinancing, the Company also recognized debt extinguishment and modification expenses of approximately $0.7 million related to associated unamortized deferred financing fees and debt issuance costs related to the Unsecured Term Loan B and the Unsecured Term Loan C and other third-party costs. The Company is required to pay an annual fee of $35,000. The Unsecured Term Loan G has an accordion feature that allows the Company to increase its borrowing capacity to $600.0 million, subject to the satisfaction of certain conditions and lender consents. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the Unsecured Term Loan G. The agreement also contains financial and other covenants substantially similar to the covenants in the Company's unsecured credit facility.

On March 25, 2020, the Company drew the remaining $100.0 million of the $200.0 million Unsecured Term Loan F that was entered into on July 12, 2019.

F-24

Financial Covenant Considerations
The Company’s ability to borrow under the unsecured credit facility, unsecured term loans, and unsecured notes are subject to its ongoing compliance with a number of customary financial covenants, including:
•a maximum consolidated leverage ratio of not greater than 0.60:1.00;
•a maximum secured leverage ratio of not greater than 0.40:1.00;
•a maximum unencumbered leverage ratio of not greater than 0.60:1.00;
•a minimum fixed charge ratio of not less than or equal to 1.50:1.00; and
•a minimum unsecured interest coverage ratio of not less than or equal to 1.75:1.00.
The unsecured notes are also subject to a minimum interest coverage ratio of not less than 1.50:1.00.  The Company was in compliance with all such applicable restrictions and financial covenants as of December 31, 2021 and 2020.  In the event of a default under the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum amount necessary for the Company to maintain its status as a REIT.  
Each of the Company’s mortgage notes has specific properties and assignments of rents and leases that are collateral for these loans. These debt facilities contain certain financial and other covenants. The Company was in compliance with all such applicable restrictions and financial covenants as of December 31, 2021 and 2020. The real estate net book value of the properties that are collateral for the Company’s mortgage notes was approximately $88.5 million and $81.4 million at December 31, 2021 and 2020, respectively, and is limited to senior, property-level secured debt financing arrangements.
Fair Value of Debt
The following table summarizes the aggregate principal outstanding of the Company’s debt and the corresponding estimate of fair value as of December 31, 2021 and 2020. The fair value of the Company’s debt is based on Level 3 inputs.

 December 31, 2021December 31, 2020
Indebtedness (in thousands)Principal OutstandingFair ValuePrincipal OutstandingFair Value
Unsecured credit facility$296,000 $296,000 $107,000 $107,000 
Unsecured term loans975,000 975,224 975,000 978,448 
Unsecured notes900,000 937,183 575,000 628,575 
Mortgage notes54,983 56,323 52,102 54,485 
Total principal amount2,225,983 $2,264,730 1,709,102 $1,768,508 
Net unamortized fair market value premium (discount)(136)29 
Total unamortized deferred financing fees and debt issuance costs (7,585)(5,841)
Total carrying value$2,218,262 $1,703,290 

Future Principal Payments of Debt

The following table summarizes the Company’s aggregate future principal payments of the Company’s debt at December 31, 2021.
YearFuture Principal Payments of Debt
(in thousands)
2022$46,944 
2023253,501 
2024225,215 
2025671,223 
2026430,231 
Thereafter598,869 
Total aggregate principal payments$2,225,983 

F-25

5. 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 summarizes the Company’s outstanding interest rate swaps as of December 31, 2021. All of the Company’s interest rate swaps are designated as qualifying cash flow hedges.

Interest Rate Derivative CounterpartyTrade DateEffective DateNotional Amount
(in thousands)		Fair Value
(in thousands)		Pay Fixed Interest RateReceive Variable Interest RateMaturity Date
Wells Fargo Bank, N.A.Jan-08-2015Mar-20-2015$25,000 $(105)1.8280 %One-month LMar-31-2022
The Toronto-Dominion BankJan-08-2015Feb-14-2020$25,000 $(143)2.4535 %One-month LMar-31-2022
Regions BankJan-08-2015Feb-14-2020$50,000 $(289)2.4750 %One-month LMar-31-2022
Capital One, N.A.Jan-08-2015Feb-14-2020$50,000 $(296)2.5300 %One-month LMar-31-2022
The Toronto-Dominion BankJul-20-2017Oct-30-2017$25,000 $(353)1.8485 %One-month LJan-04-2023
Royal Bank of CanadaJul-20-2017Oct-30-2017$25,000 $(354)1.8505 %One-month LJan-04-2023
Wells Fargo Bank, N.A.Jul-20-2017Oct-30-2017$25,000 $(354)1.8505 %One-month LJan-04-2023
PNC Bank, N.A.Jul-20-2017Oct-30-2017$25,000 $(353)1.8485 %One-month LJan-04-2023
PNC Bank, N.A.Jul-20-2017Oct-30-2017$50,000 $(706)1.8475 %One-month LJan-04-2023
The Toronto-Dominion BankApr-20-2020Sep-29-2020$75,000 $299 0.2750 %One-month LApr-18-2023
Wells Fargo Bank, N.A.Apr-20-2020Sep-29-2020$75,000 $295 0.2790 %One-month LApr-18-2023
The Toronto-Dominion BankApr-20-2020Mar-19-2021$75,000 $299 0.2750 %One-month LApr-18-2023
Wells Fargo Bank, N.A.Apr-20-2020Mar-19-2021$75,000 $294 0.2800 %One-month LApr-18-2023
The Toronto-Dominion BankJul-24-2018Jul-26-2019$50,000 $(2,128)2.9180 %One-month LJan-12-2024
PNC Bank, N.A.Jul-24-2018Jul-26-2019$50,000 $(2,128)2.9190 %One-month LJan-12-2024
Bank of Montreal Jul-24-2018Jul-26-2019$50,000 $(2,128)2.9190 %One-month LJan-12-2024
U.S. Bank, N.A.Jul-24-2018Jul-26-2019$25,000 $(1,064)2.9190 %One-month LJan-12-2024
Wells Fargo Bank, N.A.May-02-2019Jul-15-2020$50,000 $(1,827)2.2460 %One-month LJan-15-2025
U.S. Bank, N.A.May-02-2019Jul-15-2020$50,000 $(1,826)2.2459 %One-month LJan-15-2025
Regions BankMay-02-2019Jul-15-2020$50,000 $(1,825)2.2459 %One-month LJan-15-2025
Bank of MontrealJul-16-2019Jul-15-2020$50,000 $(1,022)1.7165 %One-month LJan-15-2025
U.S. Bank, N.A.Feb-17-2021Apr-18-2023$150,000 $2,014 0.9385 %One-month LFeb-5-2026
Wells Fargo Bank, N.A.Feb-17-2021Apr-18-2023$75,000 $1,009 0.9365 %One-month LFeb-5-2026
The Toronto-Dominion BankFeb-17-2021Apr-18-2023$75,000 $1,010 0.9360 %One-month LFeb-5-2026
Regions BankOct-26-2021Apr-01-2022$50,000 $(54)1.3045 %One-month LMar-15-2027
Bank of MontrealOct-26-2021Apr-01-2022$50,000 $(45)1.3045 %One-month LMar-15-2027
PNC Bank, N.A.Oct-26-2021Apr-01-2022$50,000 $(52)1.3045 %One-month LMar-15-2027

The following table summarizes the fair value of the interest rate swaps outstanding as of December 31, 2021 and 2020.

Balance Sheet Line Item (in thousands)Notional Amount December 31, 2021Fair Value December 31, 2021Notional Amount December 31, 2020Fair Value December 31, 2020
Interest rate swaps-Asset$600,000 $5,220 $— $— 
Interest rate swaps-Liability$825,000 $(17,052)$1,125,000 $(40,656)

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.  The Company uses interest rate swaps to fix the rate of its long term variable rate debt. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

F-26

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 $11.0 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next 12 months.

The following table summarizes the effect of cash flow hedge accounting and the location in the consolidated financial statements for the years ended December 31, 2021, 2020 and 2019.
 Year ended December 31,
Effect of Cash Flow Hedge Accounting (in thousands)202120202019
Income (loss) recognized in accumulated other comprehensive loss on interest rate swaps$12,520 $(35,548)$(21,248)
Income (loss) reclassified from accumulated other comprehensive loss into income as interest expense$(16,336)$(13,439)$2,377 
Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded$63,484 $62,343 $54,647 

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of December 31, 2021, the Company had not breached the provisions of these agreements and has not posted any collateral related to these agreements. If the Company had breached any of its provisions at December 31, 2021, it could have been required to settle its obligations under the agreement of the interest rate swaps in a net liability position by counterparty plus accrued interest for approximately $12.4 million.

Fair Value of Interest Rate Swaps

The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. The fair values of interest rate swaps are determined by using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021 and 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

F-27

The following tables summarize the Company’s financial instruments that are accounted for at fair value on a recurring basis as of December 31, 2021 and 2020. 
  Fair Value Measurements as of December 31, 2021
Balance Sheet Line Item (in thousands)Fair Value December 31, 2021Level 1Level 2Level 3
Interest rate swaps-Asset$5,220 $— $5,220 $— 
Interest rate swaps-Liability$(17,052)$— $(17,052)$— 
  Fair Value Measurements as of December 31, 2020
Balance Sheet Line Item (in thousands)Fair Value December 31, 2020Level 1Level 2Level 3
Interest rate swaps-Asset$— $— $— $— 
Interest rate swaps-Liability$(40,656)$— $(40,656)$— 

6. Equity

Preferred Stock

On March 1, 2021, the Company gave notice to redeem all 3,000,000 issued and outstanding shares of the Series C Preferred Stock on March 31, 2021. The Company redeemed the Series C Preferred Stock on March 31, 2021 at a cash redemption price of $25.00 per share, plus accrued and unpaid dividends to but excluding, the redemption date. The Company recognized a deemed dividend to the holders of the Series C Preferred Stock of approximately $2.6 million on the accompanying Consolidated Statements of Operations for the year ended December 31, 2021 related to redemption costs and the original issuance costs of the Series C Preferred Stock.

The Company has no outstanding preferred stock issuances as of December 31, 2021.

The following tables summarize the dividends attributable to the Company’s preferred stock issuances during the years ended December 31, 2021 and 2020.
Quarter Ended 2021Declaration DateSeries C
Preferred Stock Per Share		Payment Date
March 31January 11, 2021$0.4296875 March 31, 2021
Total $0.4296875  

Quarter Ended 2020Declaration DateSeries C
Preferred Stock Per Share		Payment Date
December 31October 9, 2020$0.4296875 December 31, 2020
September 30July 9, 20200.4296875 September 30, 2020
June 30April 9, 20200.4296875 June 30, 2020
March 31January 8, 20200.4296875 March 31, 2020
Total $1.7187500  

Common Stock

The following table summarizes the terms of the Company’s at-the market (“ATM”) common stock offering program as of December 31, 2021.
ATM Common Stock Offering ProgramDateMaximum Aggregate Offering Price (in thousands)Aggregate Common Stock Available as of December 31, 2021 (in thousands)
2019 $600 million ATMFebruary 14, 2019$600,000 $76,482 

F-28

The following table summarizes the activity for the ATM common stock offering program during the year ended December 31, 2021 (in thousands, except share data). There was no activity under the ATM common stock offering program during the year ended December 31, 2020.
 Year ended December 31, 2021
ATM Common Stock Offering Program(1)
Shares
Sold		Weighted Average Price Per ShareNet
Proceeds
2019 $600 million ATM5,110,002 $37.53 $189,974 
Total/weighted average5,110,002 $37.53 $189,974 
(1) Excludes ATM issuances on a forward basis that were settled during the period, which are discussed below.

Subsequent to December 31, 2021, the Company sold 128,335 shares under the ATM common stock offering program at a price of $45.03 per share, or $5.8 million, and $44.58 per share net of sales agent fees.

On November 3, 2021, the Company completed an underwritten public offering of an aggregate of 8,000,000 shares of common stock at a price to the underwriters of $41.99 per share, consisting of (i) 5,250,000 shares offered directly by the Company and (ii) 2,750,000 shares offered by the forward dealer in connection with certain forward sales agreements. The offering closed on November 8, 2021 and the Company received net proceeds from the sale of shares offered directly by the Company of approximately $220.4 million. On December 1, 2021, the underwriters exercised their option to purchase an additional 1,200,000 offered by the forward dealer in connection with certain forward sales agreements for an offering price of $41.87 per share and the underwriters’ option closed on December 3, 2021. On December 27, 2021, the Company partially physically settled the forward sales agreement by issuing 2,750,000 shares of common stock and received net proceeds of approximately $115.0 million. Subject to the Company’s right to elect cash or net share settlement, the Company has the ability to settle the remaining forward sales agreement at any time through scheduled maturity date of the forward sales agreement of November 3, 2022.

On April 5, 2021, the Company sold 1,446,760 shares on a forward basis under the ATM common stock offering program at a price of $34.56 per share, or $50.0 million, and $34.2144 per share net of sales agent fees. The Company does not initially receive any proceeds from the sale of shares on a forward basis. On September 29, 2021, the Company physically settled in full the forward sales agreements under the ATM common stock offering program by issuing 1,446,760 shares of common stock and received net proceeds of approximately $48.4 million, or $33.4585 per share.

On November 16, 2020, the Company completed an underwritten public offering of an aggregate of 8,000,000 shares of common stock offered by the forward dealer in connection with certain forward sale agreements at a price to the underwriters of $30.02 per share. On December 15, 2020, the underwriters exercised their option to purchase an additional 1,200,000 shares for an offering price of $29.90 per share. The offering closed on November 19, 2020 and the underwriters’ option closed on December 17, 2020. On December 23, 2020, the Company partially physically settled the forward sales agreements by issuing 4,518,077 shares of common stock and received net proceeds of approximately $135.0 million. On September 29, 2021, the Company physically settled in full the forward sales agreements by issuing the remaining 4,681,923 shares of common stock and received net proceeds of approximately $133.8 million, or $28.5791 per share.

On January 13, 2020, the Company completed an underwritten public offering of an aggregate of 10,062,500 shares of common stock at a price to the underwriters of $30.9022 per share, consisting of (i) 5,600,000 shares offered directly by the Company and (ii) 4,462,500 shares offered by the forward dealer in connection with certain forward sale agreements (including 1,312,500 shares offered pursuant to the underwriters’ option to purchase additional shares, which option was exercised in full). The offering closed on January 16, 2020 and the Company received net proceeds from the sale of shares offered directly by the Company of approximately $173.1 million. On December 23, 2020, the Company physically settled the forward sales agreements in full by issuing 4,462,500 shares of common stock and received net proceeds of approximately $131.2 million.

On September 24, 2019, the Company completed an underwritten public offering of an aggregate of 12,650,000 shares of common stock at a price to the underwriters of $28.60 per share, consisting of (i) 5,500,000 shares offered directly by the Company and (ii) 7,150,000 shares offered by the forward dealer in connection with certain forward sale agreements (including 1,650,000 shares offered pursuant to the underwriters’ option to purchase additional shares, which option was exercised in full). The offering closed on September 27, 2019 and the Company received net proceeds from the sale of shares offered directly by the Company of $157.3 million. On December 26, 2019, the Company physically settled the forward sales agreements in full by issuing 7,150,000 shares of common stock and received net proceeds of approximately $202.3 million.

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, which option was exercised in full) 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.
F-29


Dividends

The following tables summarize the dividends attributable to the Company’s outstanding shares of common stock that were declared during the years ended December 31, 2021 and 2020. The Company’s board of directors may alter the amounts of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured.
Month Ended 2021Declaration DateRecord DatePer SharePayment Date
December 31October 13, 2021December 31, 2021$0.120833 January 18, 2022
November 30October 13, 2021November 30, 20210.120833 December 15, 2021
October 31October 13, 2021October 29, 20210.120833 November 15, 2021
September 30July 13, 2021September 30, 20210.120833 October 15, 2021
August 31July 13, 2021August 31, 20210.120833 September 15, 2021
July 31July 13, 2021July 30, 20210.120833 August 16, 2021
June 30April 12, 2021June 30, 20210.120833 July 15, 2021
May 31April 12, 2021May 28, 20210.120833 June 15, 2021
April 30April 12, 2021April 30, 20210.120833 May 17, 2021
March 31January 11, 2021March 31, 20210.120833 April 15, 2021
February 28January 11, 2021February 26, 20210.120833 March 15, 2021
January 31January 11, 2021January 29, 20210.120833 February 16, 2021
Total $1.449996  

Month Ended 2020Declaration DateRecord DatePer SharePayment Date
December 31October 9, 2020December 31, 2020$0.12 January 15, 2021
November 30October 9, 2020November 30, 20200.12 December 15, 2020
October 31October 9, 2020October 30, 20200.12 November 16, 2020
September 30July 9, 2020September 30, 20200.12 October 15, 2020
August 31July 9, 2020August 31, 20200.12 September 15, 2020
July 31July 9, 2020July 31, 20200.12 August 17, 2020
June 30April 9, 2020June 30, 20200.12 July 15, 2020
May 31April 9, 2020May 29, 20200.12 June 15, 2020
April 30April 9, 2020April 30, 20200.12 May 15, 2020
March 31January 8, 2020March 31, 20200.12 April 15, 2020
February 29January 8, 2020February 28, 20200.12 March 16, 2020
January 31January 8, 2020January 31, 20200.12 February 18, 2020
Total $1.44  

On January 10, 2022, the Company’s board of directors declared the common stock dividends for the months ending January 31, 2022, February 28, 2022 and March 31, 2022 at a monthly rate of $0.121667 per share of common stock.

Restricted Stock-Based Compensation

Pursuant to the 2011 Plan, the Company grants restricted shares of common stock to certain employees of the Company. The restricted shares of common stock are subject to time-based vesting. Restricted shares of common stock granted in 2021, 2020, and 2019, subject to the recipient’s continued employment, will vest over four years in equal installments on January 1 of each year beginning in 2022, 2021, and 2020, respectively. Refer to Note 8 for details on restricted shares of common stock granted in connection with the settlement of certain performance units. Holders of restricted shares of common stock have voting rights and rights to receive dividends. Restricted shares of common stock may not be sold, assigned, transferred, pledged or otherwise disposed of and are subject to a risk of forfeiture prior to the expiration of the applicable vesting period.

F-30

The following table summarizes activity related to the Company’s unvested restricted shares of common stock for the years ended December 31, 2021, 2020 and 2019.
Unvested Restricted Shares of Common Stock Shares    
Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2018190,462 $23.10 
Granted110,830 $24.85 
Vested(101,109)(1)$22.52 
Forfeited(7,138) $23.78 
Balance at December 31, 2019193,045  $24.38 
Granted75,419 $31.60 
Vested(81,408)(1)$23.46 
Forfeited(2,166) $26.92 
Balance at December 31, 2020184,890  $27.70 
Granted90,304 $29.77 
Vested(79,140)(1)$27.01 
Forfeited(10,339) $30.32 
Balance at December 31, 2021185,715 $28.86 
(1)The Company repurchased and retired 27,706, 34,117, and 58,697, restricted shares of common stock that vested during the years ended December 31, 2021, 2020, and 2019, respectively.

The unrecognized compensation expense associated with the Company’s restricted shares of common stock at December 31, 2021 was approximately $3.1 million and is expected to be recognized over a weighted average period of approximately 2.3 years.

The following table summarizes the fair value (at the vesting date) for the restricted shares of common stock that vested during the years ended December 31, 2021, 2020 and 2019.  
 Year ended December 31,
Vested Restricted Shares of Common Stock202120202019
Vested restricted shares of common stock79,140 81,408 101,109 
Fair value of vested restricted shares of common stock (in thousands)$2,581 $2,568 $2,658 

7. Noncontrolling Interest

The following table summarizes the activity for noncontrolling interest in the Company for the years ended December 31, 2021, 2020 and 2019.
Noncontrolling InterestLTIP UnitsOther
Common Units		Total
Noncontrolling Common Units		Noncontrolling Interest Percentage
Balance at December 31, 20181,616,200 2,453,234 4,069,434 3.5 %
Granted/Issued364,173 — 364,173 N/A
Forfeited(16,618)— (16,618)N/A
Conversions from LTIP units to Other Common Units(266,397)266,397 — N/A
Redemptions from Other Common Units to common stock— (680,137)(680,137)N/A
Balance at December 31, 20191,697,358 2,039,494 3,736,852 2.5 %
Granted/Issued278,806 — 278,806 N/A
Forfeited— — — N/A
Conversions from LTIP units to Other Common Units(283,741)283,741 — N/A
Redemptions from Other Common Units to common stock— (730,420)(730,420)N/A
Balance at December 31, 20201,692,423 1,592,815 3,285,238 2.0 %
Granted/Issued405,844 — 405,844 N/A
Forfeited— — — N/A
Conversions from LTIP units to Other Common Units(149,143)149,143 — N/A
Redemptions from Other Common Units to common stock— (171,318)(171,318)N/A
Balance at December 31, 20211,949,124 1,570,640 3,519,764 1.9 %

The Company adjusts the carrying value of noncontrolling interest to reflect its share of the book value of the Operating Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a rebalancing of noncontrolling interest on the accompanying Consolidated Statements of Equity.
F-31


LTIP Units

LTIP units are granted to certain executive officers and senior employees of the Company as part of their compensation, and to independent directors for their service. LTIP units are valued by reference to the value of the Company’s common stock and are subject to such conditions and restrictions as the compensation committee of the board of directors may determine, including continued employment or service. Vested LTIP units can be converted to Other Common Units on a one-for-one basis once a material equity transaction has occurred that results in the accretion of the member’s capital account to the economic equivalent of an Other Common Unit. All LTIP units, whether vested or not, will receive the same monthly per unit distributions as Other Common Units, which equal per share dividends on common stock. 

LTIP units granted in January 2021, 2020, and 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, 2021, 2020, and 2019, respectively. LTIP units granted in January 2021, 2020, and 2019 to independent directors, subject to the recipient’s continued service, will vest on January 1, 2022, 2021, and 2019, respectively.

Refer to Note 8 for a discussion of the LTIP units granted in January 2022, 2021, and 2020, pursuant to the January 2019, 2018, and 2017 performance units, respectively.

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 is based on Level 3 inputs and is a non-recurring fair value measurement. The following table summarizes the assumptions used in valuing such LTIP units granted during years ended December 31, 2021, 2020 and 2019 (excluding those LTIP units granted pursuant to the settlements of performance units; refer to Note 8 for details).

LTIP Units
Grant dateJanuary 7, 2021January 8, 2020January 7, 2019
Expected term (years)101010
Expected volatility34.0 %18.0 %19.0 %
Expected dividend yield5.0 %5.75 %6.0 %
Risk-free interest rate0.229 %1.61 %2.57 %
Fair value of LTIP units at issuance (in thousands)$4,316 $4,030 $3,636 
LTIP units at issuance153,430 136,741 154,649 
Fair value unit price per LTIP unit at issuance$28.13 $29.47 $23.51 

The expected share price volatilities are based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching a three-year time period.

On August 17, 2021, the Company and David G. King, the Company’s Executive Vice President and Director of Real Estate Operations, agreed that Mr. King’s employment with the Company would terminate effective September 17, 2021. Pursuant to the terms and conditions of the executive employment agreement and the several LTIP unit agreements and performance award agreements between the Company and Mr. King, Mr. King received a severance package from the Company, including a lump sum cash payment, the continuation of certain insurance benefits, immediate vesting of outstanding LTIP units and eligibility to receive a pro-rated award payment for outstanding performance units. Accordingly, the Company accelerated the expense recognition of Mr. King's unvested LTIP units in the amount of approximately $0.5 million, which is included in general and administrative expenses for the year ended December 31, 2021 on the accompanying Consolidated Statements of Operations. Additionally, the unrecognized compensation expense associated with Mr. King’s performance units will not be recognized. The Company also incurred approximately $1.6 million related to the lump sum cash payment and continuation of certain insurance benefits, which is included in general and administrative expenses during the year ended December 31, 2021 on the accompanying Consolidated Statements of Operations. On October 15, 2021, Mr. King received 57,100 shares of common stock for his pro-rated award payment for outstanding performance units.
F-32


The following table summarizes activity related to the Company’s unvested LTIP units for the years ended December 31, 2021, 2020 and 2019
Unvested LTIP UnitsLTIP UnitsWeighted Average Grant Date Fair Value per Share
Balance at December 31, 2018251,216 $22.52 
Granted364,173 $23.51 
Vested(371,423)$22.91 
Forfeited(16,618)$23.92 
Balance at December 31, 2019227,348 $23.37 
Granted278,806 $29.47 
Vested(294,706)$26.87 
Forfeited— $— 
Balance at December 31, 2020211,448 $26.54 
Granted405,844 $28.13 
Vested(427,184)$27.47 
Forfeited— $— 
Balance at December 31, 2021190,108 $27.84 

The unrecognized compensation expense associated with the Company’s LTIP units at December 31, 2021 was approximately $2.4 million and is expected to be recognized over a weighted average period of approximately 2.4 years.

The following table summarizes the aggregate fair value (at the vesting date) for the LTIP units that vested during years ended December 31, 2021, 2020 and 2019.
 Year ended December 31,
Vested LTIP units202120202019
Vested LTIP units427,184 294,706 371,423 
Fair value of vested LTIP units (in thousands)$16,390 $8,805 $10,620 

Other Common Units

Other Common Units and shares of the Company’s common stock have essentially the same economic characteristics in that Other Common Units directly, and shares of the Company’s common stock indirectly, through the Company’s interest in the Operating Partnership, share equally in the total net income or loss distributions of the Operating Partnership. Subject to certain restrictions, investors who own Other Common Units have the right to cause the Operating Partnership to redeem any or all of their Other Common Units for cash equal to the then-current value of one share of the Company’s common stock, or, at the Company’s election, shares of common stock on a one-for-one basis. When redeeming the Other Common Unit for cash, the value of a share of common stock is calculated as the average common stock closing price on the NYSE for the 10 days immediately preceding the redemption notice date. Each Other Common Unit receives the same monthly distribution as a share of common stock.

8. Equity Incentive Plan

The 2011 Plan provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based on shares of the Company’s common stock, such as LTIP units in the Operating Partnership, that may be made by the Company directly to the executive officers, directors, employees, and other individuals providing bona fide services to or for the Company.

Subject to certain adjustments identified within the 2011 Plan, the aggregate number of shares of the Company’s common stock that may be awarded under the 2011 Plan is 6,642,461 shares. Under the 2011 Plan, each LTIP unit awarded will be equivalent to an award of one share of common stock reserved under the 2011 Plan, thereby reducing the number of shares of common stock available for other equity awards on a one-for-one basis.

The 2011 Plan may be terminated, amended, modified or suspended at any time by the board of directors, subject to stockholder approval as required by law or stock exchange rules. The 2011 Plan expires on April 30, 2028.

Under the 2011 Plan, the Company grants performance units to certain key employees of the Company. The ultimate value of the performance units depends on the Company’s total stockholder return (“TSR”) over a three-year period (the “measuring
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period”). At the end of the measuring period, the performance units convert into shares of common stock, or, at the Company’s election and with the award recipient’s consent, LTIP units or other securities (“Award Shares”), at a rate depending on the Company’s TSR over the measuring period as compared to three different benchmarks and on the absolute amount of the Company’s TSR. A recipient of performance units may receive as few as zero shares or as many as 250% of the number of target units, plus deemed dividends. The target amount of the performance units is nominally allocated as: (i) 25% to the Company’s TSR compared to the TSR of an industry peer group; (ii) 25% to the Company’s TSR compared to the TSR of a size-based peer group; and (iii) 50% to the Company’s TSR compared to the TSR of the companies in the MSCI US REIT index.

No dividends are paid to the recipient during the measuring period. At the end of the measuring period, if the Company’s TSR is such that the recipient earns Award Shares, the recipient will receive additional Award Shares relating to dividends deemed to have been paid and reinvested on the Award Shares. The Company, in the discretion of the compensation committee of the board of directors, may pay the cash value of the deemed dividends instead of issuing additional Award Shares. The Award Shares are immediately vested at the end of the measuring period.

In January 2021, 2020, and 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 measuring periods commenced on January 1, 2021, 2020, and 2019, respectively, and end on December 31, 2023, 2022, and 2021, respectively.

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 is based on Level 3 inputs and is a non-recurring fair value measurement. The performance unit equity compensation expense is recognized into earnings ratably from the grant date over the respective vesting periods. The following table summarizes the assumptions used in valuing the performance units granted during the years ended December 31, 2021, 2020 and 2019.

Performance UnitsAssumptions
Grant dateJanuary 7, 2021January 8, 2020January 7, 2019
Expected volatility34.4 %17.4 %20.7 %
Expected dividend yield5.0 %5.75 %6.0 %
Risk-free interest rate0.2271 %1.59 %2.56 %
Fair value of performance units grant (in thousands)$5,522 $5,389 $5,620 

The expected share price volatilities are based on a mix of the historical and implied volatilities of the Company and the peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year time period of the performance period.

On December 31, 2021, the measuring period pursuant to the 2019 performance units concluded and 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 365,996 vested LTIP units and 27,934 vested shares of common stock to the participants (of which 8,257 shares of common stock were repurchased and retired), which were issued on January 10, 2022.

On December 31, 2020, the measuring period pursuant to the 2018 performance units concluded and 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 127,671 vested LTIP units and 44,591 vested shares of common stock to the participants (of which 17,731 shares of common stock were repurchased and retired), which were issued on January 7, 2021. The compensation committee of the board of directors also approved the issuance of 124,743 LTIP units and 6,352 restricted shares of common stock that vested in one year on December 31, 2021, which were issued on January 7, 2021.

On December 31, 2019, the measuring period pursuant to the 2017 performance units concluded and 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 76,096 vested LTIP units and 46,376 vested shares of common stock to the participants (of which 18,241 shares of common stock were repurchased and retired), which were issued on January 8, 2020. The compensation committee of the board of directors also approved the issuance of 65,969 LTIP units and 3,398 restricted shares of common stock that vested in one year on December 31, 2020, which were issued on January 8, 2020.

The unrecognized compensation expense associated with the Company’s performance units at December 31, 2021 was approximately $5.1 million and is expected to be recognized over a weighted average period of approximately 1.7 years.
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At December 31, 2021 and 2020, the number of shares available for issuance under the 2011 Plan were 1,634,019 and 2,325,389, respectively. The number of shares available for issuance under the 2011 Plan as of December 31, 2021 do not include an allocation for the 2021 and 2020 performance units as the awards were not determinable as of December 31, 2021. The number of shares available for issuance under the 2011 Plan as December 31, 2020 do not include an allocation for the 2020 and 2019 performance units as the awards were not determinable as of December 31, 2020.

Non-cash Compensation Expense

The following table summarizes the amounts 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 years ended December 31, 2021, 2020 and 2019.

 Year ended December 31,
Non-Cash Compensation Expense (in thousands)2021    20202019
Restricted shares of common stock$2,236   $1,924 $1,732 
LTIP units6,489 (1)3,903 3,583 
Performance units5,730 5,358 4,169 
Directors compensation (2)
488 496 404 
Total non-cash compensation expense$14,943  $11,681 $9,888 
(1) Inclusive of approximately $0.5 million non-cash compensation expense during the year ended December 31, 2021 associated with the severance cost of an executive officer, as discussed in Note 7.
(2) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the years ended December 31, 2021, 2020 and 2019. The number of shares of common stock granted is calculated based on the trailing 10 days average common stock price ending on the third business day preceding the grant date.

9. 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 years ended December 31, 2021, 2020 and 2019 included in the accompanying Consolidated Statements of Operations.
 Year ended December 31,
Rental Income (in thousands)202120202019
Fixed lease payments$424,356 $371,088 $313,426 
Variable lease payments118,584 103,389 84,927 
Straight-line rental income18,565 12,711 11,881 
Net decrease to rental income related to above and below market lease amortization(2,073)(4,363)(4,884)
Total rental income$559,432 $482,825 $405,350 

The Company evaluates its operating leases to determine if it is probable it will collect substantially all of the lessee's remaining lease payments under the lease term. For those that are not probable of collection, the Company converts to the cash basis of accounting. If the Company subsequently determines that it is probable it will collect substantially all of the lessee's remaining lease payments under the lease term, the Company will reinstate the accrued rent balance adjusting for the amount related to the period when the lease was accounted for on a cash basis. During the year ended December 31, 2021, 2020 and 2019 this resulted in a net increase (decrease) of rental income of approximately $34,000, $(1.7) million and $0 for the years ended December 31, 2021, 2020 and 2019, respectively, due to the reversal of a net accrued rent liability and tenants converting from cash basis accounting to accrual basis accounting. Additionally, there was $2.4 million, $2.2 million and $0 of contractual rental income not received from cash basis tenants partially offset by $2.0 million, $0 and $0 of previously unrecognized rental income payments received from tenants under the cash basis of accounting during the year ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021 and December 31, 2020, the Company had accrued rental income of approximately $75.8 million and $60.0 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets.

F-35

As of December 31, 2021 and December 31, 2020, the Company had approximately $32.9 million and $30.1 million, respectively, of total lease security deposits available in the form of existing letters of credit, which are not reflected on the accompanying Consolidated Balance Sheets. As of December 31, 2021 and December 31, 2020, the Company had approximately $0.7 million and $0.7 million, respectively, of lease security deposits available in cash, which are included in restricted cash on the accompanying Consolidated Balance Sheets. The Company’s remaining lease security deposits are commingled in cash and cash equivalents. These funds may be used to settle tenant accounts receivables in the event of a default under the related lease. As of December 31, 2021 and December 31, 2020, the Company’s total liability associated with these lease security deposits was approximately $15.2 million and $11.0 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, was approximately $21.2 million, $21.1 million and $19.1 million for the years ended December 31, 2021, 2020 and 2019, 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 December 31, 2021.

YearMaturity of Fixed Lease Payments (in thousands)
2022$472,360 
2023$436,762 
2024$384,548 
2025$325,660 
2026$270,401 
Thereafter$928,383 

Lessee Leases

The Company has operating leases in which it is the lessee for ground leases and its corporate office leases. These leases have remaining lease terms of approximately 1.4 years to 47.9 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 December 31, 2021 and December 31, 2020.

Operating Lease Term and Discount RateDecember 31, 2021December 31, 2020
Weighted average remaining lease term (years)29.029.9
Weighted average discount rate6.6 %6.8 %

The following table summarizes the operating lease cost recognized during the years ended December 31, 2021, 2020 and 2019 included in the Company’s Consolidated Statements of Operations.

 Year ended December 31,
Operating Lease Cost (in thousands)202120202019
Operating lease cost included in property expense attributable to ground leases$1,740 $1,424 $1,324 
Operating lease cost included in general and administrative expense attributable to corporate office lease1,735 1,592 1,065 
Total operating lease cost$3,475 $3,016 $2,389 

The following table summarizes supplemental cash flow information related to operating leases recognized during the year ended December 31, 2021, 2020 and 2019 in the Company’s Consolidated Statements of Cash Flows.

 Year ended December 31,
Operating Leases (in thousands)202120202019
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows)$2,426 $2,355 $2,282 
Leased assets obtained in exchange for new lease liabilities$146 $7,718 $— 
F-36


The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office lease as of December 31, 2021.
Year
Maturity of Operating Lease Liabilities(1)
(in thousands)
2022$3,628 
20233,660 
20243,699 
20253,744 
20262,778 
Thereafter68,807 
Total lease payments86,316 
Less: Imputed interest(53,208)
Present value of operating lease liabilities$33,108 
(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.

10. Earnings Per Share

The Company uses the two-class method of computing earnings per common share, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income per common share is computed by dividing net income available to common stockholders by the sum of the weighted average number of shares of common stock outstanding and any dilutive securities for the period.

Restricted shares of common stock are considered participating securities as these stock-based awards contain non-forfeitable rights to dividends, unless and until a forfeiture occurs, and these awards must be included in the computation of earnings per share pursuant to the two-class method. During the years ended December 31, 2021, 2020 and 2019, there were 198,171, 187,283 and 217,623, respectively, unvested shares of restricted stock on a weighted average basis that were considered participating securities. Participating securities are included in the computation of diluted earnings per share using the treasury stock method if the impact is more dilutive than the two-class method. Other potentially dilutive shares of common stock from the Company’s performance units and forward sales agreements are considered when calculating diluted earnings per share.

The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per common share for the years ended December 31, 2021, 2020 and 2019.
Year ended December 31,
Earnings Per Share (in thousands, except per share data)202120202019
Numerator 
Net income attributable to common stockholders$188,175 $196,720 $43,811 
Denominator 
Weighted average common shares outstanding — basic163,442 148,791 125,389 
Effect of dilutive securities(1)
Share-based compensation640 412 284 
Shares issuable under forward sales agreements8 12 5 
Weighted average common shares outstanding — diluted164,090 149,215 125,678 
Net income per share — basic and diluted
Net income per share attributable to common stockholders — basic$1.15 $1.32 $0.35 
Net income per share attributable to common stockholders — diluted$1.15 $1.32 $0.35 
(1)During the years ended December 31, 2021, 2020, and 2019, there were 198, 187, and 218, 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.

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The Company has letters of credit of approximately $3.6 million as of December 31, 2021 related to construction projects and certain other agreements.

12. Employee Benefit Plans

Effective April 20, 2011, the Company adopted a 401(k) Defined Contribution Savings Plan (the “Plan”) for its employees. Under the Plan, as amended, employees, as defined, are eligible to participate in the Plan after they have completed three months of service. The Company provides a discretionary match of 50% of the employee’s contributions annually up to 6.0% of the employee’s annual compensation, subject to a cap imposed by federal tax law. The Company’s aggregate matching contribution for the years ended December 31, 2021, 2020 and 2019 was approximately $0.5 million, $0.3 million and $0.4 million, respectively. The Company’s contribution is subject to vest over three years, such that employees who have been with the Company for three years are fully vested in past and future contributions.

13. Subsequent Events

The Company identified the following events subsequent to December 31, 2021 that are not recognized in the financial statements.

On January 10, 2022, the Company granted 58,580 restricted shares of common stock to certain employees of the Company pursuant to the 2011 Plan. The restricted shares of common stock granted will vest over four years in equal installments on January 1 of each year beginning January 1, 2023. The fair value of the restricted shares of common stock at the date of grant was $44.19 per share.

On January 10, 2022, the Company granted 20,920 LTIP units to non-employee, independent directors, and 83,321 LTIP units to certain executive officers and senior employees pursuant to the 2011 Plan. The LTIP units granted to non-employee, independent directors will vest on January 1, 2023. The LTIP units granted to certain executive officers and senior employees will vest in equal quarterly installments over four years, with the first vesting date being March 31, 2022. The aggregate fair value of the LTIP units at the date of grant was approximately $4.4 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using an expected term of ten years, a weighted average volatility factor of 34.0%, a weighted average expected dividend yield of 4.0%, and a weighted average risk-free interest rate of 1.204%. The fair value of the LTIP units is based on Level 3 inputs and is a non-recurring fair value measurement.

On January 10, 2022, the Company granted performance units to certain executive officers and senior employees pursuant to the 2011 Plan. The terms of the January 10, 2022 performance units are substantially the same as the performance units discussed in Note 8, except that the measuring period commenced on January 1, 2022 and ends on December 31, 2024. The aggregate fair value of the performance units at the date of grant was approximately $6.3 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a weighted average volatility factor of 34.1%, a weighted average expected dividend yield of 4.0%, and a weighted average risk-free interest rate of 1.1979%. The fair value of the performance units is based on Level 3 inputs and is a non-recurring fair value measurement.

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STAG Industrial, Inc.
Schedule II—Valuation and Qualifying Accounts
(in thousands)
Allowance for Doubtful Receivables and Accrued Rent Reserves
 STAG Industrial, Inc.
 Beginning of PeriodCosts and ExpensesAmounts Written OffBalance at End of Period
December 31, 2021$— $— $— $— 
December 31, 2020$— $— $— $— 
December 31, 2019$758 $— $(758)$— 
F-39
STAG Industrial, Inc.
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2021
(in thousands)
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Alabama
Birmingham103 Shades Creek Circle$— $6,782 $1,307 $— $6,782 $1,307 $8,089 $(248)2020
Birmingham2991 Shannon Oxmoor Road— 5,828 1,341 — 5,828 1,341 7,169 (195)2020
Birmingham101 Shades Creek Circle— 3,958 836 64 4,022 836 4,858 (142)2020
Montgomery4300 Alatex Road— 7,523 418 1,789 9,312 418 9,730 (1,877)2016
Moody2415 Highway 78 East— 31,546 2,293 — 31,546 2,293 33,839 (459)2021
Phenix City16 Downing Drive(1,322)1,415 276 280 1,695 276 1,971 (469)2012
Arizona
Avondale925 N. 127th Avenue— 13,163 1,674 — 13,163 1,674 14,837 (1,814)2017
Chandler464 E. Chilton Drive— 9,744 2,847 15 9,759 2,847 12,606 (351)2020
Gilbert335 South Hamilton Court— 5,784 2,107 — 5,784 2,107 7,891 (111)2021
Mesa7447 E. Ray Road— 7,930 1,277 — 7,930 1,277 9,207 (265)2020
Tucson6161 South Palo Verde Road— 8,037 996 — 8,037 996 9,033 (1,024)2018
Arkansas
Bryant3700 Bryant Crossing Drive— 17,386 1,143 — 17,386 1,143 18,529 (450)2021
Rogers8th and Easy Street— 7,878 1,072 1,524 9,402 1,072 10,474 (2,389)2011
California
Lodi1170 South Guild Avenue— 34,550 4,975 — 34,550 4,975 39,525 (1,279)2020
McClellan4841 Urbani Avenue— 14,582 1,048 — 14,582 1,048 15,630 (868)2020
Morgan Hill18695 Madrone Parkway— 7,608 2,562 — 7,608 2,562 10,170 (56)2021
Morgan Hill18255 Sutter Boulevard— 19,849 3,943 — 19,849 3,943 23,792 (245)2021
Rancho Cordova2587 Mercantile Drive— 4,346 678 29 4,375 678 5,053 (139)2020
Rancho Cordova2431 Mercantile Drive— 4,772 498 220 4,992 498 5,490 (260)2020
Roseville8825 Washington Boulevard— 11,413 2,140 — 11,413 2,140 13,553 (165)2021
Sacramento1635 Main Avenue— 8,609 845 — 8,609 845 9,454 (316)2020
Sacramento5440 Stationers Way— 21,258 2,203 129 21,387 2,203 23,590 (632)2021
Sacramento5601 Warehouse Way— 8,137 1,347 — 8,137 1,347 9,484 (62)2021
Sacramento8500 Carbide Court— 5,231 1,614 — 5,231 1,614 6,845 (15)2021
Sacramento8440 Florin Road— 12,184 3,921 — 12,184 3,921 16,105 (40)2021
Sacramento900 National Drive— 7,560 1,479 — 7,560 1,479 9,039 (21)2021
Sacramento7728 Wilbur Way— 9,225 857 — 9,225 857 10,082 (687)2019
San Diego2055 Dublin Drive— 14,895 2,290 116 15,011 2,290 17,301 (2,256)2017
Stockton4091 Gold River Lane— 4,133 663 — 4,133 663 4,796 (152)2020
Stockton3841 Metro Drive— 12,555 1,806 40 12,595 1,806 14,401 (232)2021
Stockton3843 Gold River Lane— 4,136 660 — 4,136 660 4,796 (151)2020
West Sacramento3525 Carlin Drive— 24,599 4,350 3 24,602 4,350 28,952 — 2021
F-40
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Colorado
Grand Junction2139 Bond Street— 4,002 314 — 4,002 314 4,316 (815)2015
Johnstown4150 Ronald Reagan Boulevard— 14,964 1,133 — 14,964 1,133 16,097 (906)2019
Longmont4300 Godding Hollow Parkway— 5,345 734 126 5,471 734 6,205 (701)2018
Loveland4550 Byrd Drive— 16,591 3,452 — 16,591 3,452 20,043 (156)2021
Loveland4510 Byrd Drive— 14,134 3,047 2 14,136 3,047 17,183 (136)2021
Connecticut
Avon60 Security Drive— 2,593 336 483 3,076 336 3,412 (728)2012
East Windsor4 Craftsman Road— 5,711 400 72 5,783 400 6,183 (1,141)2016
East Windsor24 Thompson Road— 4,571 348 1,182 5,753 348 6,101 (1,699)2012
Milford200 Research Drive— 13,853 1,650 — 13,853 1,650 15,503 (38)2021
Milford40 Pepes Farm Road— 10,040 1,264 1,005 11,045 1,264 12,309 (2,002)2017
North Haven300 Montowese Avenue Extension — 39,253 4,086 4,513 43,766 4,086 47,852 (9,454)2015
Wallingford5 Sterling Drive— 6,111 585 — 6,111 585 6,696 (1,029)2017
Delaware
New Castle400 Lukens Drive— 17,767 2,616 198 17,965 2,616 20,581 (4,301)2016
Florida
Daytona Beach530 Fentress Boulevard— 875 1,237 2,287 3,162 1,237 4,399 (1,348)2007
Fort Myers16341 Domestic Avenue— 22,005 2,729 — 22,005 2,729 24,734 (692)2020
Jacksonville775 Whittaker Road— 3,391 451 415 3,806 451 4,257 (736)2017
Jacksonville9601 North Main Street— 7,803 650 547 8,350 650 9,000 (1,469)2017
Jacksonville550 Gun Club Road— 8,195 674 1,557 9,752 674 10,426 (2,042)2017
Jacksonville555 Zoo Parkway— 7,025 596 1,016 8,041 596 8,637 (1,417)2017
Jacksonville9779 Pritchard Road— 14,319 1,284 1,330 15,649 1,284 16,933 (1,128)2019
Lake Worth2230 4th Avenue North— 2,530 1,533 — 2,530 1,533 4,063 (95)2020
Lake Worth3600 23rd Avenue South— 4,729 1,502 — 4,729 1,502 6,231 (162)2020
Lake Worth2269 4th Avenue North— 4,751 2,254 — 4,751 2,254 7,005 (175)2020
Lakeland4675 Drane Field Road— 13,060 1,099 — 13,060 1,099 14,159 (459)2020
Ocala650 Southwest 27th Avenue— 13,257 731 2,902 16,159 731 16,890 (3,505)2013
Orlando1854 Central Florida Parkway— 4,814 1,339 1,520 6,334 1,339 7,673 (1,227)2013
Orlando7050 Overland Road— 1,996 721 — 1,996 721 2,717 (610)2012
Tampa4330 Williams Road— 6,390 829 — 6,390 829 7,219 (553)2019
West Palm Beach4268 Westroads Drive— 6,835 2,906 13 6,848 2,906 9,754 (244)2020
Georgia
Augusta1816 Tobacco Road— 6,249 937 — 6,249 937 7,186 (911)2018
Buford4823 Roy Carlson Boulevard— 9,195 1,061 — 9,195 1,061 10,256 (23)2021
Calhoun103 Enterprise Drive— 2,743 388 79 2,822 388 3,210 (600)2014
Dallas351 Thomas D. Murphy Drive— 1,712 475 — 1,712 475 2,187 (544)2012
Forest Park5345 Old Dixie Highway— 8,189 1,715 286 8,475 1,715 10,190 (1,785)2016
Norcross4075 Blue Ridge Industrial Parkway— 2,415 1,589 584 2,999 1,589 4,588 (626)2016
Savannah1086 Oracal Parkway— 13,034 439 119 13,153 439 13,592 (2,847)2014
Shannon212 Burlington Drive— 12,949 393 141 13,090 393 13,483 (2,915)2013
F-41
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Smyrna3500 Highlands Parkway— 3,092 264 1,564 4,656 264 4,920 (900)2012
Statham1965 Statham Drive— 6,130 588 1,258 7,388 588 7,976 (1,958)2012
Stone Mountain1635 Stone Ridge Drive— 2,738 612 780 3,518 612 4,130 (723)2017
Idaho
Idaho Falls3900 South American Way— 2,712 356 71 2,783 356 3,139 (703)2013
Illinois
Bartlett1590 W Stearns Road— 19,493 2,198 55 19,548 2,198 21,746 (298)2021
Batavia1100 North Raddant Road— 7,763 1,124 — 7,763 1,124 8,887 (263)2020
Batavia1862 Suncast Lane— 4,427 598 — 4,427 598 5,025 (37)2021
Batavia1100 Paramount Parkway— 4,273 618 — 4,273 618 4,891 (779)2017
Belvidere3458 Morreim Drive— 4,083 442 255 4,338 442 4,780 (987)2015
Belvidere775 Logistics Drive— 16,914 2,341 12 16,926 2,341 19,267 (2,779)2017
Belvidere1701 Industrial Court— 3,932 733 36 3,968 733 4,701 (921)2013
Belvidere725 Landmark Drive— 3,485 538 121 3,606 538 4,144 (799)2013
Belvidere888 Landmark Drive— 6,899 670 78 6,977 670 7,647 (1,585)2013
Belvidere3915 & 3925 Morreim Drive— 4,291 668 — 4,291 668 4,959 (990)2013
Belvidere725 & 729 Logistics Drive— 3,699 866 238 3,937 866 4,803 (1,006)2013
Belvidere795 Landmark Drive— 2,794 586 91 2,885 586 3,471 (733)2013
Belvidere857 Landmark Drive— 8,269 1,542 1,665 9,934 1,542 11,476 (2,336)2013
Belvidere984 Landmark Drive— 71 216 — 71 216 287 (71)2013
Cary680 Industrial Drive— 3,331 498 16 3,347 498 3,845 (118)2020
Crystal Lake220 Exchange Drive— 8,465 1,343 — 8,465 1,343 9,808 (102)2021
Crystal Lake300 Exchange Drive— 9,742 1,568 — 9,742 1,568 11,310 (117)2021
Crystal Lake450 Congress Parkway— 8,861 1,456 — 8,861 1,456 10,317 (113)2021
Crystal Lake215 Exchange Drive— 10,737 1,790 — 10,737 1,790 12,527 (126)2021
DeKalb1085 Peace Road— 4,568 489 — 4,568 489 5,057 (1,222)2013
Elgin1360 Madeline Lane— 19,754 1,135 60 19,814 1,135 20,949 (95)2021
Elgin1385 Madeline Lane— 15,366 1,057 — 15,366 1,057 16,423 (81)2021
Elgin1690 Cambridge Drive— 3,332 270 — 3,332 270 3,602 (17)2021
Gurnee3818 Grandville Avenue & 1200 Northwestern Avenue— 11,380 1,716 1,160 12,540 1,716 14,256 (2,792)2014
Harvard875 West Diggins Street— 2,875 1,157 695 3,570 1,157 4,727 (1,016)2013
Hodgkins6600 River Road— 30,599 2,570 — 30,599 2,570 33,169 (976)2020
Hodgkins6620 River Road— 6,163 3,127 — 6,163 3,127 9,290 (73)2021
Itasca1251 W Ardmore Avenue— 3,621 1,223 — 3,621 1,223 4,844 (54)2021
Itasca1500 Bryn Mawr Avenue— 3,871 2,073 — 3,871 2,073 5,944 (64)2021
Itasca1800 Bruning Drive— 12,216 2,428 1,224 13,440 2,428 15,868 (2,850)2016
Libertyville1795 N. Butterfield Road— 426 143 336 762 143 905 (146)2015
Lisle4925 Indiana Avenue— 8,368 2,302 — 8,368 2,302 10,670 (704)2019
Machesney Park7166 Greenlee Drive— 3,525 300 43 3,568 300 3,868 (726)2015
McHenry831/833 Ridgeview Drive— 3,818 576 120 3,938 576 4,514 (600)2018
McHenry921 Ridgeview Drive— 4,010 448 27 4,037 448 4,485 (577)2018
F-42
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Montgomery2001 Baseline Road— — 173 — — 173 173 — 2018
Montgomery2001 Baseline Road— 12,373 2,190 2,746 15,119 2,190 17,309 (3,815)2012
Saint Charles3810-3820 Stern Avenue— 7,028 1,321 — 7,028 1,321 8,349 (19)2021
Sauk Village21399 Torrence Avenue— 5,405 877 676 6,081 877 6,958 (1,365)2013
Schaumburg710 East State Parkway— 4,086 689 177 4,263 689 4,952 (220)2020
Vernon Hills888 Forest Edge Drive— 9,383 2,416 — 9,383 2,416 11,799 (91)2021
Waukegan3751 Sunset Avenue— 5,140 1,004 — 5,140 1,004 6,144 (922)2017
West Chicago1300 Northwest Avenue— 2,036 768 772 2,808 768 3,576 (710)2016
West Chicago1400 Northwest Avenue— 668 382 282 950 382 1,332 (205)2016
West Chicago1450 Northwest Avenue— 768 450 272 1,040 450 1,490 (245)2016
West Chicago1145 & 1149 Howard— 842 369 368 1,210 369 1,579 (250)2016
West Chicago1270 Nuclear Drive— 892 216 276 1,168 216 1,384 (245)2016
West Chicago1726-1850 Blackhawk Drive— 6,135 915 1,283 7,418 915 8,333 (1,556)2016
West Dundee901-907 Wesemann Drive— 12,640 948 45 12,685 948 13,633 (70)2021
Wood Dale321 Forster Avenue— 5,042 1,226 — 5,042 1,226 6,268 (899)2016
Woodstock1005 Courtaulds Drive— 3,796 496 30 3,826 496 4,322 (1,155)2012
Indiana
Albion600 South 7th Street— 407 53 — 407 53 460 (315)2006
Albion1514 Progress Drive— 1,443 126 — 1,443 126 1,569 (526)2006
Elkhart2701 Marina Drive— 210 25 143 353 25 378 (120)2007
Elkhart23590 County Road 6— 3,519 422 1,081 4,600 422 5,022 (1,491)2007
Fort Wayne3424 Centennial Drive— 3,076 112 — 3,076 112 3,188 (666)2014
Goshen2600 College Avenue— 5,998 1,442 1,899 7,897 1,442 9,339 (2,135)2011
Greenwood1415 Collins Road— 22,032 2,585 161 22,193 2,585 24,778 (1,953)2018
Greenwood2441 E Main Street— 12,745 911 — 12,745 911 13,656 (263)2021
Indianapolis7701 West New York Street— 3,931 620 — 3,931 620 4,551 (53)2021
Lafayette1520 Kepner Drive(1,015)2,205 295 65 2,270 295 2,565 (555)2012
Lafayette1540-1530 Kepner Drive(1,723)3,405 410 308 3,713 410 4,123 (891)2012
Lafayette1521 Kepner Drive(3,541)7,920 906 482 8,402 906 9,308 (2,165)2012
Lebanon100 Purity Drive— 21,160 1,654 — 21,160 1,654 22,814 (2,307)2018
Lebanon800 Edwards Drive— 35,868 2,359 223 36,091 2,359 38,450 (2,383)2019
Lebanon121 N. Enterprise Boulevard— 37,987 2,948 — 37,987 2,948 40,935 (3,068)2019
Marion2201 E. Loew Road(2,408)2,934 243 718 3,652 243 3,895 (1,037)2012
Portage6515 Ameriplex Drive— 28,227 1,626 425 28,652 1,626 30,278 (2,373)2019
Portage725 George Nelson Drive— 5,416 — — 5,416 — 5,416 (1,334)2012
South Bend3310 William Richardson Court— 4,718 411 294 5,012 411 5,423 (1,280)2012
Yoder2909 Pleasant Center Road— 24,504 941 665 25,169 941 26,110 (1,360)2020
Iowa
Ankeny5910 Southeast Rio Circle— 13,709 846 105 13,814 846 14,660 (912)2019
Ankeny6150 Southeast Rio Circle— 19,104 1,421 — 19,104 1,421 20,525 (48)2021
Council Bluffs1209 31st Avenue— 4,438 414 — 4,438 414 4,852 (643)2017
Des Moines3915 Delaware Avenue— 9,342 1,685 — 9,342 1,685 11,027 (28)2021
F-43
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Des Moines1900 E. 17th Street— 4,477 556 — 4,477 556 5,033 (593)2018
Marion6301 North Gateway Drive— 2,229 691 188 2,417 691 3,108 (695)2013
Kansas
Edwardsville9601 Woodend Road— 13,147 1,360 544 13,691 1,360 15,051 (2,321)2017
Lenexa9700 Lackman Road— 9,649 1,759 33 9,682 1,759 11,441 (789)2019
Lenexa14000 Marshall Drive— 7,610 2,368 — 7,610 2,368 9,978 (2,551)2014
Olathe1202 South Lone Elm Road— 16,272 1,193 67 16,339 1,193 17,532 (1,234)2019
Olathe16231 South Lone Elm Road— 20,763 2,431 4,199 24,962 2,431 27,393 (5,111)2016
Wichita2655/2755 South Eastmoor Street(1,274)1,815 88 10 1,825 88 1,913 (467)2012
Wichita2652 South Eastmoor Street(1,392)1,839 107 183 2,022 107 2,129 (567)2012
Wichita2510 South Eastmoor Street(637)833 76 181 1,014 76 1,090 (409)2012
Kentucky
Bardstown300 Spencer Mattingly Lane— 2,398 379 — 2,398 379 2,777 (938)2007
Danville1355 Lebanon Road— 11,593 965 4,002 15,595 965 16,560 (4,466)2011
Erlanger1500-1532 Interstate Drive— 3,791 635 346 4,137 635 4,772 (880)2016
Florence9200 Brookfield Court— 7,914 863 88 8,002 863 8,865 (891)2019
Florence1100 Burlington Pike— 10,858 3,109 202 11,060 3,109 14,169 (1,815)2018
Hebron2151 Southpark Drive— 4,526 370 724 5,250 370 5,620 (1,170)2014
Louisville6350 Ladd Avenue— 3,615 386 865 4,480 386 4,866 (1,191)2011
Louisville6400 Ladd Avenue— 5,767 616 1,001 6,768 616 7,384 (1,805)2011
Louisiana
Baton Rouge6565 Exchequer Drive— 5,871 1,619 626 6,497 1,619 8,116 (591)2019
Baton Rouge6735 Exchequer Drive— 6,682 2,567 — 6,682 2,567 9,249 (711)2019
Baton Rouge12100 Little Cayman Avenue— 15,402 1,962 15 15,417 1,962 17,379 (1,919)2018
Shreveport7540 Bert Kouns Industrial Loop— 5,572 1,804 1,040 6,612 1,804 8,416 (1,235)2015
Maine
Biddeford1 Baker's Way— 8,164 1,369 4,849 13,013 1,369 14,382 (2,819)2016
Gardiner47 Market Street— 8,983 948 23 9,006 948 9,954 (2,196)2016
Lewiston19 Mollison Way— 5,374 173 1,064 6,438 173 6,611 (2,260)2007
Portland125 Industrial Way— 3,648 891 86 3,734 891 4,625 (913)2012
Maryland
Elkridge6685 Santa Barbara Court— 8,792 2,982 26 8,818 2,982 11,800 (825)2019
Hagerstown11835 Newgate Boulevard — 55,177 6,036 — 55,177 6,036 61,213 (152)2021
Hagerstown11841 Newgate Boulevard— 55,448 6,174 — 55,448 6,174 61,622 (158)2021
Hagerstown105 Enterprise Lane— 11,213 3,472 — 11,213 3,472 14,685 (251)2021
Hampstead630 Hanover Pike— 34,933 780 2,738 37,671 780 38,451 (8,155)2013
Hunt Valley11100 Gilroy Road— 4,904 538 — 4,904 538 5,442 (101)2021
White Marsh6210 Days Cove Road— 6,912 963 376 7,288 963 8,251 (756)2018
Massachusetts
Chicopee2189 Westover Road— 5,614 504 376 5,990 504 6,494 (1,450)2012
Hudson4 Robert Bonazzoli Avenue— 12,662 723 — 12,662 723 13,385 (128)2021
Malden219 Medford Street— 2,817 366 — 2,817 366 3,183 (1,052)2007
F-44
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Malden243 Medford Street— 3,961 507 — 3,961 507 4,468 (1,479)2007
Middleborough16 Leona Drive— 7,243 2,397 — 7,243 2,397 9,640 (945)2019
Norton202 South Washington Street— 6,105 2,839 250 6,355 2,839 9,194 (1,682)2011
South Easton55 Bristol Drive— 5,880 403 481 6,361 403 6,764 (814)2017
Sterling15 Chocksett Road— 10,797 1,472 — 10,797 1,472 12,269 (113)2021
Stoughton100 Campanelli Parkway— 2,613 2,256 1,601 4,214 2,256 6,470 (1,416)2015
Stoughton12 Campanelli Parkway— 1,138 538 293 1,431 538 1,969 (409)2015
Westborough35 Otis Street— 5,733 661 23 5,756 661 6,417 (964)2016
Michigan
Belleville8200 Haggerty Road— 6,524 724 609 7,133 724 7,857 (1,189)2017
Canton47440 Michigan Avenue— 23,753 2,378 — 23,753 2,378 26,131 (1,617)2020
Chesterfield50501 E. Russell Schmidt— 1,099 207 12 1,111 207 1,318 (413)2007
Chesterfield50371 E. Russell Schmidt— 798 150 477 1,275 150 1,425 (382)2007
Chesterfield50271 E. Russell Schmidt— 802 151 210 1,012 151 1,163 (429)2007
Chesterfield50900 E. Russell Schmidt— 5,006 942 2,365 7,371 942 8,313 (2,684)2007
Grand Rapids5445 International Parkway— 7,082 1,241 — 7,082 1,241 8,323 (304)2020
Grand Rapids5050 Kendrick Street, SE— 7,332 169 34 7,366 169 7,535 (1,639)2015
Holland4757 128th Avenue(2,634)3,273 279 122 3,395 279 3,674 (856)2012
Kentwood4660 East Paris Avenue, SE— 7,955 307 29 7,984 307 8,291 (740)2019
Kentwood4647 60th Street SE— 16,933 1,256 210 17,143 1,256 18,399 (93)2021
Kentwood4070 East Paris Avenue— 2,436 407 120 2,556 407 2,963 (598)2013
Lansing7009 West Mount Hope Highway— 7,706 501 7,357 15,063 501 15,564 (2,924)2011
Lansing2780 Sanders Road— 3,961 580 33 3,994 580 4,574 (988)2012
Lansing5640 Pierson Highway(4,721)7,056 429 100 7,156 429 7,585 (1,885)2012
Lansing2051 South Canal Road— 5,176 907 — 5,176 907 6,083 (1,292)2013
Livonia38150 Plymouth Road— 7,123 1,390 347 7,470 1,390 8,860 (1,070)2018
Livonia38220 Plymouth Road— 8,967 848 108 9,075 848 9,923 (929)2018
Marshall1511 George Brown Drive— 1,042 199 130 1,172 199 1,371 (332)2013
New Boston25 Commerce Drive— — 105 — — 105 105 — 2021
Novi22925 Venture Drive(2,313)3,649 252 363 4,012 252 4,264 (982)2012
Novi25250 Regency Drive— 6,035 626 — 6,035 626 6,661 (1,342)2015
Novi43800 Gen Mar Drive— 16,918 1,381 925 17,843 1,381 19,224 (2,037)2018
Plymouth14835 Pilot Drive— 4,620 365 250 4,870 365 5,235 (1,017)2015
Redford12100 Inkster Road— 6,114 728 — 6,114 728 6,842 (1,483)2017
Romulus9800 Inkster Road— 14,942 1,254 — 14,942 1,254 16,196 (2,076)2018
Romulus27651 Hildebrandt Road— 14,956 1,080 165 15,121 1,080 16,201 (2,588)2017
Sterling Heights42600 Merrill Street(1,275)4,191 1,133 1,184 5,375 1,133 6,508 (1,248)2012
Walker2640 Northridge Drive— 4,593 855 169 4,762 855 5,617 (1,318)2011
Warren13301 Stephens Road— 6,111 502 116 6,227 502 6,729 (1,263)2017
Warren27027 Mound Road— 17,584 1,984 — 17,584 1,984 19,568 (1,107)2020
Warren25295 Guenther Road— 19,273 531 — 19,273 531 19,804 (363)2021
F-45
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Warren7500 Tank Avenue— 16,035 1,290 — 16,035 1,290 17,325 (3,220)2016
Wixom48238 Frank Street— 14,433 293 — 14,433 293 14,726 (73)2021
Zeeland750 E. Riley Avenue— 12,100 487 — 12,100 487 12,587 (1,286)2019
Minnesota
Blaine3705 95th Avenue NE— 16,873 2,258 — 16,873 2,258 19,131 (1,608)2019
Bloomington11300 Hampshire Avenue South— 8,582 1,702 23 8,605 1,702 10,307 (1,290)2018
Brooklyn Park6688 93rd Avenue North— 11,988 1,926 — 11,988 1,926 13,914 (2,002)2016
Carlos4750 County Road 13 NE— 5,855 960 151 6,006 960 6,966 (1,785)2011
Eagan3355 Discovery Road— 15,290 2,526 — 15,290 2,526 17,816 (1,416)2019
Inver Grove Height8450 Courthouse Boulevard— 6,964 2,595 — 6,964 2,595 9,559 (199)2021
Maple Grove6250 Sycamore Lane North— 6,634 969 473 7,107 969 8,076 (1,248)2017
Maple Grove8175 Jefferson Highway— 10,397 2,327 143 10,540 2,327 12,867 (475)2020
Mendota Heights2250 Pilot Knob Road— 3,492 1,494 1,062 4,554 1,494 6,048 (868)2018
New Hope5520 North Highway 169— 1,902 1,919 449 2,351 1,919 4,270 (611)2013
Newport710 Hastings Avenue— 8,367 1,765 — 8,367 1,765 10,132 (22)2021
Oakdale550 Hale Avenue— 6,556 647 202 6,758 647 7,405 (750)2019
Oakdale585-595 Hale Avenue— 5,028 1,396 298 5,326 1,396 6,722 (678)2018
Plymouth9800 13th Avenue North— 4,978 1,599 — 4,978 1,599 6,577 (893)2018
Plymouth6050 Nathan Lane— 5,855 1,109 24 5,879 1,109 6,988 (499)2019
Plymouth6075 Trenton Lane North— 6,919 1,569 — 6,919 1,569 8,488 (570)2019
Savage14399 Huntington Avenue— 3,836 3,194 1,125 4,961 3,194 8,155 (1,466)2014
Shakopee1451 Dean Lakes Trail— 12,496 927 — 12,496 927 13,423 (836)2019
Saint Paul1700 Wynne Avenue— 23,675 2,258 — 23,675 2,258 25,933 (129)2021
South Saint Paul411 Farwell Avenue— 14,975 2,378 498 15,473 2,378 17,851 (2,164)2018
Mississippi
Southaven228 Access Drive— 28,566 1,000 — 28,566 1,000 29,566 (1,102)2020
Missouri
Berkeley8901 Springdale Avenue— 9,864 1,423 — 9,864 1,423 11,287 (83)2021
Earth City1 American Eagle Plaza— 2,806 1,123 60 2,866 1,123 3,989 (658)2016
Fenton2501 & 2509 Cassens Drive— 9,380 791 — 9,380 791 10,171 (740)2019
Hazelwood7275 Hazelwood Avenue— 5,030 1,382 1,599 6,629 1,382 8,011 (1,744)2011
O'Fallon6705 Keaton Corporate Parkway— 3,627 1,233 345 3,972 1,233 5,205 (842)2017
O'Fallon3801 Lloyd King Drive— 2,579 1,242 829 3,408 1,242 4,650 (922)2011
Nebraska
Bellevue10601 S 15th Street— 20,384 1,691 — 20,384 1,691 22,075 (693)2021
La Vista11720 Peel Circle— 14,679 1,232 — 14,679 1,232 15,911 (39)2021
Omaha10488 S. 136th Street— 13,736 1,602 52 13,788 1,602 15,390 (1,172)2019
Omaha9995 I Street— 3,250 572 133 3,383 572 3,955 (286)2019
Omaha10025 I Street— 2,449 579 133 2,582 579 3,161 (240)2019
Omaha9931 South 136th Street— 2,638 828 — 2,638 828 3,466 (23)2021
Omaha9950 South 134th Street— 3,398 868 — 3,398 868 4,266 (27)2021
Nevada
F-46
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Fernley190 Resource Drive— 11,401 1,034 — 11,401 1,034 12,435 (226)2021
Las Vegas730 Pilot Road— 12,390 2,615 236 12,626 2,615 15,241 (1,698)2018
Las Vegas3450 West Teco Avenue— 3,259 770 19 3,278 770 4,048 (482)2017
Paradise4565 Wynn Road— 4,514 949 — 4,514 949 5,463 (365)2019
Paradise6460 Arville Street— 3,415 1,465 251 3,666 1,465 5,131 (378)2019
Reno9025 Moya Boulevard— 3,356 1,372 107 3,463 1,372 4,835 (879)2014
Sparks325 E. Nugget Avenue— 6,328 938 977 7,305 938 8,243 (1,569)2017
New Hampshire
Londonderry29 Jack's Bridge Road/Clark Road— 6,683 730 — 6,683 730 7,413 (1,767)2013
Nashua80 Northwest Boulevard— 8,470 1,431 487 8,957 1,431 10,388 (2,134)2014
New Jersey
Branchburg291 Evans Way— 10,852 2,367 149 11,001 2,367 13,368 (730)2019
Burlington8 Campus Drive— 15,797 3,267 266 16,063 3,267 19,330 (564)2015
Burlington6 Campus Drive— 19,577 4,030 1,356 20,933 4,030 24,963 (4,431)2015
Franklin Township17 & 20 Veronica Avenue— 8,264 2,272 1,555 9,819 2,272 12,091 (1,882)2017
Lopatcong190 Strykers Road— 9,777 1,554 1,599 11,376 1,554 12,930 (1,753)2011
Lumberton101 Mount Holly Bypass— 6,372 1,121 — 6,372 1,121 7,493 (732)2019
Moorestown550 Glen Avenue— 5,714 466 — 5,714 466 6,180 (605)2019
Moorestown600 Glen Court— 4,749 510 — 4,749 510 5,259 (541)2019
Mt. Laurel103 Central Avenue— 6,695 616 22 6,717 616 7,333 (315)2020
PedricktownOne Gateway Boulevard— 10,250 2,414 1,515 11,765 2,414 14,179 (1,746)2017
Swedesboro2165 Center Square Road— 5,129 1,212 15 5,144 1,212 6,356 (901)2017
Westampton800 Highland Drive— 21,936 3,647 — 21,936 3,647 25,583 (97)2021
New York
Buffalo1236-50 William Street— 2,924 146 — 2,924 146 3,070 (780)2012
Cheektowaga40-60 Industrial Parkway— 2,699 216 1,032 3,731 216 3,947 (1,159)2011
Farmington5786 Collett Road— 5,282 410 796 6,078 410 6,488 (1,986)2007
Gloversville125 Belzano Drive(614)1,299 117 — 1,299 117 1,416 (367)2012
Gloversville122 Belzano Drive(991)2,559 151 73 2,632 151 2,783 (677)2012
Gloversville109 Belzano Drive(708)1,486 154 142 1,628 154 1,782 (428)2012
Johnstown123 Union Avenue(897)1,592 216 33 1,625 216 1,841 (404)2012
Johnstown231 Enterprise Drive(732)955 151 96 1,051 151 1,202 (323)2012
Johnstown150 Enterprise Avenue(1,369)1,467 140 — 1,467 140 1,607 (454)2012
Rochester2883 Brighton Henrietta Townline Road— 6,979 619 588 7,567 619 8,186 (266)2020
Rochester1350 Scottsville Road— 6,746 208 — 6,746 208 6,954 (425)2020
Ronkonkoma845 South 1st Street(4,943)6,091 1,213 40 6,131 1,213 7,344 (179)2021
North Carolina
Catawba3389 Catawba Industrial Place— 8,166 1,692 — 8,166 1,692 9,858 (329)2020
Charlotte1401 Tar Heel Road— 3,961 515 — 3,961 515 4,476 (766)2015
Charlotte2027 Gateway Boulevard— 3,654 913 30 3,684 913 4,597 (434)2018
Charlotte3115 Beam Road— 4,839 369 5 4,844 369 5,213 (219)2020
Durham2702 Weck Drive— 2,589 753 77 2,666 753 3,419 (563)2015
F-47
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Garner2337 US Highway 70E— 11,790 3,420 — 11,790 3,420 15,210 (433)2020
Greensboro415 Westcliff Road— 6,383 691 208 6,591 691 7,282 (727)2018
Huntersville13201 Reese Boulevard Unit 100— 3,123 1,061 980 4,103 1,061 5,164 (944)2012
Lexington200 Woodside Drive— 3,863 232 1,345 5,208 232 5,440 (1,426)2011
Mebane7412 Oakwood Street— 4,570 481 552 5,122 481 5,603 (1,389)2012
Mebane7600 Oakwood Street— 4,148 443 — 4,148 443 4,591 (1,181)2012
Mebane7110 E. Washington Street— 4,981 358 932 5,913 358 6,271 (1,335)2013
Mocksville171 Enterprise Way— 5,582 1,091 225 5,807 1,091 6,898 (563)2019
Mooresville119 Super Sport Drive— 18,010 4,195 228 18,238 4,195 22,433 (2,559)2017
Mooresville313 Mooresville Boulevard— 6,968 701 437 7,405 701 8,106 (2,060)2011
Mountain Home199 N. Egerton Road— 2,472 523 — 2,472 523 2,995 (617)2014
Newton1500 Prodelin Drive— 7,338 732 1,283 8,621 732 9,353 (1,799)2011
Pineville10519 Industrial Drive— 1,179 392 — 1,179 392 1,571 (283)2012
Rural Hall300 Forum Parkway— 5,375 439 1,007 6,382 439 6,821 (1,819)2011
Salisbury990 Cedar Springs Road — 5,009 1,535 1,436 6,445 1,535 7,980 (1,318)2017
Smithfield3250 Highway 70 Business West— 10,397 613 72 10,469 613 11,082 (1,759)2011
Troutman279 & 281 Old Murdock Road— 13,392 802 65 13,457 802 14,259 (1,716)2018
Winston-Salem2655 Annapolis Drive— 10,716 610 16 10,732 610 11,342 (2,616)2014
Youngsville200 K-Flex Way— 16,150 1,836 — 16,150 1,836 17,986 (1,776)2018
Ohio
Bedford Heights26801 Fargo Avenue— 5,267 837 955 6,222 837 7,059 (1,255)2017
Boardman365 McClurg Road— 3,473 282 872 4,345 282 4,627 (1,651)2007
Canal Winchester6200-6250 Winchester Boulevard— 37,431 6,403 — 37,431 6,403 43,834 (485)2021
Canal Winchester6260-6300 Winchester Boulevard— 19,432 3,708 — 19,432 3,708 23,140 (283)2021
Columbus1605 Westbelt Drive— 5,222 337 125 5,347 337 5,684 (909)2017
Columbus5330 Crosswinds Drive— 45,112 3,410 (298)44,814 3,410 48,224 (1,588)2020
Columbus3900-3990 Business Park Drive— 2,976 489 417 3,393 489 3,882 (924)2014
Dayton2815 South Gettysburg Avenue— 5,896 331 529 6,425 331 6,756 (1,529)2015
Dayton2800 Concorde Drive— 23,725 2,465 — 23,725 2,465 26,190 (4,952)2017
Etna8591 Mink Street SW— 73,402 2,939 107 73,509 2,939 76,448 (2,930)2020
Fairborn1340 E Dayton Yellow Springs Road— 5,569 867 272 5,841 867 6,708 (1,611)2015
Fairfield4275 Thunderbird Lane— 2,788 948 822 3,610 948 4,558 (800)2016
Fairfield3840 Port Union Road— 5,337 1,086 — 5,337 1,086 6,423 (823)2018
Gahanna1120 Morrison Road— 3,806 1,265 2,244 6,050 1,265 7,315 (1,571)2011
Groveport5830 Green Pointe Drive South— 10,828 642 207 11,035 642 11,677 (1,687)2017
Hilliard4251 Leap Road— 7,412 550 376 7,788 550 8,338 (1,323)2017
Macedonia1261 Highland Road— 8,063 1,690 292 8,355 1,690 10,045 (1,812)2015
Maple Heights16645 Granite Road— 4,357 922 — 4,357 922 5,279 (122)2021
Mason7258 Innovation Way— 4,582 673 — 4,582 673 5,255 (1,065)2014
North Jackson500 South Bailey Road— 4,427 1,528 89 4,516 1,528 6,044 (1,222)2013
North Jackson382 Rosemont Road— 7,681 486 873 8,554 486 9,040 (1,739)2011
F-48
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Oakwood Village26350 Broadway— 3,041 343 178 3,219 343 3,562 (749)2015
Salem800 Pennsylvania Avenue— 7,674 858 1,102 8,776 858 9,634 (3,013)2006
Seville276 West Greenwich Road— 1,591 273 103 1,694 273 1,967 (538)2011
Streetsboro9777 Mopar Drive— 4,909 2,161 1,157 6,066 2,161 8,227 (1,488)2011
Strongsville14450 Foltz Industrial Parkway— 16,487 1,315 — 16,487 1,315 17,802 (292)2021
Strongsville12930 Darice Parkway— 5,750 491 935 6,685 491 7,176 (1,404)2014
Toledo1800 Jason Street— 6,487 213 250 6,737 213 6,950 (1,663)2012
Twinsburg8601 Independence Parkway— 19,772 3,855 24 19,796 3,855 23,651 (812)2020
Twinsburg7990 Bavaria Road— 8,027 590 87 8,114 590 8,704 (2,620)2007
West Chester9696 International Boulevard— 8,868 936 — 8,868 936 9,804 (1,644)2016
West Jefferson1550 West Main Street— 70,213 2,015 — 70,213 2,015 72,228 (6,112)2019
Oklahoma
Oklahoma City4949 Southwest 20th Street— 2,211 746 112 2,323 746 3,069 (699)2016
Oklahoma City5101 South Council Road— 9,199 1,614 1,381 10,580 1,614 12,194 (2,183)2015
Tulsa11607 E. 43rd Street North— 8,242 966 — 8,242 966 9,208 (1,833)2015
Tulsa10757 East Ute Street— 7,167 644 26 7,193 644 7,837 (444)2020
Oregon
Salem4060 Fairview Industrial Drive— 3,039 599 780 3,819 599 4,418 (1,039)2011
Salem4050 Fairview Industrial Drive— 1,372 266 529 1,901 266 2,167 (520)2011
Pennsylvania
Allentown7132 Daniels Drive— 7,199 1,962 1,983 9,182 1,962 11,144 (2,119)2014
Burgettstown157 Starpointe Boulevard— 23,416 1,248 105 23,521 1,248 24,769 (2,278)2019
Charleroi200 Simko Boulevard— 10,539 935 — 10,539 935 11,474 (1,206)2018
Clinton2300 Sweeney Drive— 19,339 — — 19,339 — 19,339 (2,998)2017
Clinton2251 Sweeney Drive— 12,390 — — 12,390 — 12,390 (1,525)2018
Clinton2300 Sweeney Drive Extension— 16,840 — 97 16,937 — 16,937 (1,732)2018
Clinton1200 Clifford Ball Drive— 10,524 — — 10,524 — 10,524 (454)2020
Clinton1111 Clifford Ball Drive— 5,668 — — 5,668 — 5,668 (249)2020
Clinton1300 Clifford Ball Drive— 18,152 — — 18,152 — 18,152 (726)2020
Croydon3001 State Road— 4,655 829 — 4,655 829 5,484 (552)2018
Elizabethtown11 and 33 Industrial Road— 5,315 1,000 304 5,619 1,000 6,619 (1,324)2014
Export1003 Corporate Lane— 5,604 667 — 5,604 667 6,271 (507)2019
Hazleton69 Green Mountain Road— 43,685 4,995 — 43,685 4,995 48,680 (136)2021
Imperial200 Solar Drive— 22,135 1,762 — 22,135 1,762 23,897 (1,597)2019
Lancaster2919 Old Tree Drive— 5,134 1,520 1,178 6,312 1,520 7,832 (1,825)2015
Langhorne2151 Cabot Boulevard West— 3,771 1,370 103 3,874 1,370 5,244 (722)2016
Langhorne2201 Cabot Boulevard West— 3,018 1,308 528 3,546 1,308 4,854 (842)2016
Langhorne121 Wheeler Court— 6,327 1,884 1,054 7,381 1,884 9,265 (1,238)2016
Langhorne1 Cabot Boulevard East— 4,203 1,155 83 4,286 1,155 5,441 (356)2020
Lebanon1 Keystone Drive— 5,083 1,380 163 5,246 1,380 6,626 (1,756)2017
Mechanicsburg6350 Brackbill Boulevard— 5,079 1,482 1,765 6,844 1,482 8,326 (1,396)2014
Mechanicsburg6360 Brackbill Boulevard— 7,042 1,800 646 7,688 1,800 9,488 (1,702)2014
F-49
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Mechanicsburg245 Salem Church Road— 7,977 1,452 722 8,699 1,452 10,151 (1,933)2014
Muhlenberg Township171-173 Tuckerton Road— 13,784 843 2,430 16,214 843 17,057 (3,800)2012
New Galilee1750 Shenango Road— 25,636 1,127 274 25,910 1,127 27,037 (1,983)2019
New Kensington115 Hunt Valley Road— 9,145 177 — 9,145 177 9,322 (1,029)2018
New Kingstown6 Doughten Road— 8,625 2,041 619 9,244 2,041 11,285 (2,137)2014
O'Hara Township100 Papercraft Park(13,288)18,612 1,435 7,806 26,418 1,435 27,853 (7,362)2012
PittstonOne Commerce Road— 19,603 677 56 19,659 677 20,336 (2,852)2017
Reading2001 Centre Avenue— 5,294 1,708 281 5,575 1,708 7,283 (1,043)2016
Warrendale410-426 Keystone Drive— 12,099 1,853 15 12,114 1,853 13,967 (1,278)2018
Williamsport3300 Wahoo Drive— 6,513 448 — 6,513 448 6,961 (2,117)2013
York2925 East Market Street— 14,209 2,152 381 14,590 2,152 16,742 (1,933)2017
York57 Grumbacher Road— 15,049 966 28 15,077 966 16,043 (1,918)2018
York420 Emig Road— 7,886 869 — 7,886 869 8,755 (914)2019
York915 Woodland View Drive— 5,788 1,139 — 5,788 1,139 6,927 (42)2021
York2800 Concord Road— 21,154 1,478 — 21,154 1,478 22,632 (116)2021
South Carolina
Columbia128 Crews Drive— 5,171 783 162 5,333 783 6,116 (1,131)2016
Duncan110 Hidden Lakes Circle— 10,981 1,002 1,116 12,097 1,002 13,099 (3,471)2012
Duncan112 Hidden Lakes Circle— 6,739 709 1,586 8,325 709 9,034 (2,121)2012
Duncan175 Spartangreen Boulevard— 12,390 936 — 12,390 936 13,326 (160)2021
EdgefieldOne Tranter Drive— 938 220 887 1,825 220 2,045 (617)2012
Fountain Inn107 Southchase Boulevard— 8,308 766 39 8,347 766 9,113 (1,256)2018
Fountain Inn141 Southchase Boulevard— 14,984 1,878 81 15,065 1,878 16,943 (2,362)2017
Fountain Inn111 Southchase Boulevard— 4,260 719 95 4,355 719 5,074 (1,026)2016
Gaffney50 Peachview Boulevard— 4,383 1,233 1,083 5,466 1,233 6,699 (971)2017
Goose Creek6 Corporate Parkway— 29,360 4,459 — 29,360 4,459 33,819 (2,503)2019
Greenwood215 Mill Avenue(1,275)1,824 166 641 2,465 166 2,631 (503)2012
Greenwood308-310 Maxwell Avenue(1,086)1,168 169 673 1,841 169 2,010 (405)2012
Greer2501 Highway 101— 10,841 1,126 658 11,499 1,126 12,625 (1,422)2018
Greer8 Shelter Drive— 4,939 681 3,419 8,358 681 9,039 (1,187)2018
Greer1000 Robinson Road— 25,631 849 — 25,631 849 26,480 (58)2021
Greer129 Metro Court— 1,434 129 353 1,787 129 1,916 (402)2015
Greer149 Metro Court— 1,731 128 532 2,263 128 2,391 (430)2015
Greer153 Metro Court— 460 153 155 615 153 768 (158)2015
Greer154 Metro Court— 2,963 306 959 3,922 306 4,228 (767)2015
Laurens103 Cherry Blossom Drive— 4,033 151 52 4,085 151 4,236 (731)2015
Piedmont1100 Piedmont Highway— 4,093 231 320 4,413 231 4,644 (867)2015
Piedmont1102 Piedmont Highway— 2,092 158 45 2,137 158 2,295 (429)2015
Piedmont1104 Piedmont Highway— 2,166 204 — 2,166 204 2,370 (576)2015
Piedmont513 Old Griffin Road— 9,260 797 2,022 11,282 797 12,079 (1,104)2018
Piedmont1610 Old Grove Road— 18,960 1,971 — 18,960 1,971 20,931 (2,628)2019
F-50
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Rock Hill2751 Commerce Drive, Unit C(3,430)6,146 1,411 543 6,689 1,411 8,100 (1,398)2016
Rock Hill1953 Langston Street— 4,333 1,095 772 5,105 1,095 6,200 (936)2017
Rock Hill2225 Williams Industrial Boulevard— 10,903 1,118 — 10,903 1,118 12,021 (452)2020
Simpsonville101 Harrison Bridge Road— 2,960 957 3,614 6,574 957 7,531 (1,357)2012
Simpsonville103 Harrison Bridge Road— 3,364 470 923 4,287 470 4,757 (1,079)2012
Simpsonville1312 Old Stage Road— 24,200 1,454 2,852 27,052 1,454 28,506 (2,719)2018
Spartanburg5675 North Blackstock Road— 15,100 1,867 166 15,266 1,867 17,133 (3,507)2016
Spartanburg950 Brisack Road— 3,564 342 846 4,410 342 4,752 (1,055)2014
Spartanburg2071 Fryml Drive— 7,624 663 — 7,624 663 8,287 (747)2019
Spartanburg2171 Fryml Drive— 4,480 530 86 4,566 530 5,096 (492)2019
Spartanburg2010 Nazareth Church Road— 16,535 895 745 17,280 895 18,175 (1,306)2019
Spartanburg150-160 National Avenue— 5,797 493 944 6,741 493 7,234 (1,723)2012
Summerville105 Eastport Lane— 4,710 1,157 — 4,710 1,157 5,867 (394)2019
Ware Shoals100 Holloway Road(210)192 133 5 197 133 330 (52)2012
West Columbia185 McQueen Street— 6,946 715 2,324 9,270 715 9,985 (2,083)2013
West Columbia610 Kelsey Court— 9,488 488 — 9,488 488 9,976 (1,499)2016
West Columbia825 Bistline Drive— 9,151 240 1,008 10,159 240 10,399 (1,334)2017
West Columbia810 Bistline Drive— 10,881 564 — 10,881 564 11,445 (881)2019
West Columbia1000 Technology Drive— 26,023 1,422 — 26,023 1,422 27,445 (2,351)2019
West Columbia842 Bistline Drive— 12,434 1,217 1,636 14,070 1,217 15,287 (206)2021
West Columbia222 Old Wire Road— 4,646 551 2,301 6,947 551 7,498 (1,708)2016
Tennessee
Chattanooga1800 Crutchfield Street Building A— 2,181 187 14 2,195 187 2,382 (433)2015
Chattanooga1800 Crutchfield Street Building B— 4,448 380 84 4,532 380 4,912 (896)2015
Chattanooga1100 Wisdom Street & 1295 Stuart Street— 7,959 424 397 8,356 424 8,780 (2,082)2015
Cleveland4405 Michigan Avenue Road NE— 3,161 554 84 3,245 554 3,799 (1,015)2011
Clinton1330 Carden Farm Drive— 3,101 403 241 3,342 403 3,745 (729)2015
Jackson1094 Flex Drive— 2,374 230 369 2,743 230 2,973 (856)2012
Knoxville2525 Quality Drive— 3,104 447 46 3,150 447 3,597 (746)2015
Knoxville2522 and 2526 Westcott Boulevard— 4,919 472 — 4,919 472 5,391 (631)2018
Knoxville5700 Casey Drive— 7,812 1,117 735 8,547 1,117 9,664 (813)2019
Lebanon535 Maddox-Simpson Parkway— 15,890 1,016 50 15,940 1,016 16,956 (1,872)2019
Lebanon675 Maddox-Simpson Parkway— 5,891 519 — 5,891 519 6,410 (16)2021
Loudon1700 Elizabeth Lee Parkway— 3,686 170 — 3,686 170 3,856 (827)2015
Madison538 Myatt Drive— 5,758 1,655 1,891 7,649 1,655 9,304 (2,271)2011
Mascot9575 Commission Drive— 3,179 284 75 3,254 284 3,538 (773)2016
Mascot2122 Holston Bend Drive— 3,409 385 611 4,020 385 4,405 (1,008)2013
Memphis4880 East Tuggle Road— 41,078 2,501 908 41,986 2,501 44,487 (3,381)2019
Murfreesboro540 New Salem Road— 2,799 722 144 2,943 722 3,665 (874)2014
Nashville3258 Ezell Pike— 3,455 547 174 3,629 547 4,176 (771)2013
Vonore90 Deer Crossing Road— 7,821 2,355 85 7,906 2,355 10,261 (2,148)2011
Texas
F-51
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Arlington3311 Pinewood Drive— 2,374 413 304 2,678 413 3,091 (962)2007
Arlington401 N. Great Southwest Parkway— 5,767 1,246 1,048 6,815 1,246 8,061 (1,613)2012
Cedar Hill1650 U.S. Highway 67— 11,870 4,066 1,774 13,644 4,066 17,710 (3,453)2016
Conroe16548 Donwick Drive— 20,995 1,853 942 21,937 1,853 23,790 (2,279)2018
El Paso32 Celerity Wagon— 3,532 — 147 3,679 — 3,679 (615)2017
El Paso48 Walter Jones Boulevard — 10,250 — 39 10,289 — 10,289 (1,997)2017
El Paso1601 Northwestern Drive— 9,052 1,248 830 9,882 1,248 11,130 (2,215)2014
El Paso6500 N. Desert Boulevard— 7,518 1,124 302 7,820 1,124 8,944 (1,744)2014
El Paso1550 Northwestern Drive— 14,011 1,854 2,396 16,407 1,854 18,261 (3,532)2014
El Paso1701 Northwestern Drive— 9,897 1,581 2,031 11,928 1,581 13,509 (2,364)2014
El Paso7801 Northern Pass Road— 5,893 1,136 — 5,893 1,136 7,029 (1,413)2015
El Paso12285 Gateway Boulevard West— 22,571 1,725 — 22,571 1,725 24,296 (174)2021
El Paso47 Butterfield Circle & 12 Leigh Fisher Boulevard— 3,096 — 1,588 4,684 — 4,684 (1,407)2012
Garland2901 W. Kingsley Road— 5,166 1,344 2,181 7,347 1,344 8,691 (1,457)2014
Grapevine2402 Esters Boulevard— 9,522 — — 9,522 — 9,522 (78)2021
Grapevine2400 Esters Boulevard— 15,029 — 161 15,190 — 15,190 (122)2021
Houston18601 Intercontinental Crossing Drive— 8,744 1,505 — 8,744 1,505 10,249 (981)2019
Houston9302 Ley Road— 8,879 1,236 — 8,879 1,236 10,115 (726)2019
Houston10343 Ella Boulevard— 16,586 1,747 — 16,586 1,747 18,333 (978)2019
Houston4949 Windfern Road— 7,610 2,255 405 8,015 2,255 10,270 (1,909)2013
Houston1020 Rankin Road— 4,802 565 957 5,759 565 6,324 (1,521)2014
Houston7300 Airport Boulevard— 14,199 2,546 1,053 15,252 2,546 17,798 (1,886)2016
Houston13627 West Hardy— 4,989 1,502 — 4,989 1,502 6,491 (1,303)2017
Houston868 Pear Street— 5,508 953 — 5,508 953 6,461 (1,226)2017
Houston14620 Henry Road— 7,052 927 66 7,118 927 8,045 (1,127)2017
Houston7049 Brookhollow West Drive— 9,371 809 15 9,386 809 10,195 (1,078)2018
Houston10401 S. Sam Houston Parkway— 9,456 1,108 318 9,774 1,108 10,882 (636)2019
Humble18727 Kenswick Drive— 21,476 2,255 — 21,476 2,255 23,731 (1,698)2019
Katy1800 North Mason Road— 7,571 2,192 — 7,571 2,192 9,763 (716)2019
Katy21601 Park Row Drive— 3,421 1,655 — 3,421 1,655 5,076 (305)2019
Laredo13710 IH 35 Frontage Road— 13,847 2,538 — 13,847 2,538 16,385 (1,263)2019
Laredo13808 Humphrey Road— 12,410 1,535 — 12,410 1,535 13,945 (1,927)2017
McAllen5601 West Military Highway— 13,549 818 53 13,602 818 14,420 (474)2020
Mission802 Trinity Street— 12,623 1,882 572 13,195 1,882 15,077 (1,705)2018
Rockwall3400 Discovery Boulevard— 16,066 2,683 — 16,066 2,683 18,749 (2,849)2017
Stafford13720 Stafford Road— 6,570 339 41 6,611 339 6,950 (918)2017
Waco101 Apron Road— 1,394 — 922 2,316 — 2,316 (641)2011
Utah
Provo3715 S Tracy Hall Parkway— 27,225 1,945 — 27,225 1,945 29,170 (318)2021
Virginia
Chester2001 Ware Bottom Spring Road— 3,402 775 — 3,402 775 4,177 (1,038)2014
F-52
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
Harrisonburg4500 Early Road— 11,057 1,455 1,180 12,237 1,455 13,692 (2,888)2012
IndependenceOne Compair Way(1,185)2,061 226 — 2,061 226 2,287 (528)2012
North Chesterfield8001 Greenpine Road— 6,174 1,599 — 6,174 1,599 7,773 (653)2019
Richmond5250 Klockner Drive— 3,801 819 184 3,985 819 4,804 (412)2020
Washington
Ridgefield6111 S. 6th Way— 9,711 2,307 780 10,491 2,307 12,798 (894)2019
Wisconsin
Appleton1919 W College Avenue— 5,757 261 — 5,757 261 6,018 (109)2021
Caledonia1343 27th Street— 3,339 225 — 3,339 225 3,564 (434)2018
Cudahy5831 S. Pennsylvania Avenue— 4,778 1,427 — 4,778 1,427 6,205 (274)2020
De Pere2191 American Boulevard— 6,042 525 101 6,143 525 6,668 (1,697)2012
DeForest505 - 507 Stokely Drive— 5,298 1,131 592 5,890 1,131 7,021 (942)2016
Delavan329 Hallberg Street— 2,059 127 30 2,089 127 2,216 (216)2019
Delavan1714 Hobbs Drive— 4,676 241 — 4,676 241 4,917 (449)2019
East Troy2761 Buell Drive— 4,936 304 57 4,993 304 5,297 (1,037)2014
Elkhorn555 Koopman Lane— 3,941 351 293 4,234 351 4,585 (419)2019
Elkhorn390 Koopman Lane— 3,621 210 — 3,621 210 3,831 (343)2019
Franklin5215 W Airways Avenue— 8,193 1,551 — 8,193 1,551 9,744 (103)2021
GermantownN117 W18456 Fulton Drive— 6,023 442 — 6,023 442 6,465 (696)2018
GermantownN106 W13131 Bradley Way— 3,296 359 222 3,518 359 3,877 (462)2018
GermantownN102 W19400 Willow Creek Way— 10,908 1,175 — 10,908 1,175 12,083 (1,157)2018
Germantown11900 N. River Lane— 5,977 1,186 — 5,977 1,186 7,163 (1,687)2014
Hartland500 North Shore Drive— 4,634 1,526 — 4,634 1,526 6,160 (944)2016
Hudson2700 Harvey Street— 7,982 683 6 7,988 683 8,671 (532)2020
Janesville2929 Venture Drive— 17,477 828 1,174 18,651 828 19,479 (4,778)2013
Kenosha9625 55th Street— 3,968 797 763 4,731 797 5,528 (971)2016
Madison4718 Helgesen Drive— 6,365 609 21 6,386 609 6,995 (945)2017
Madison4722 Helgesen Drive— 4,489 444 39 4,528 444 4,972 (614)2017
Mayville605 Fourth Street— 4,118 547 623 4,741 547 5,288 (1,815)2007
Mukwonago103 Hill Court— 10,379 1,478 465 10,844 1,478 12,322 (114)2021
MuskegoS64 W15660 Commerce Center Parkway— 5,497 393 154 5,651 393 6,044 (412)2020
New Berlin16250 West Woods Edge Drive— 15,917 277 — 15,917 277 16,194 (992)2019
New Berlin16555 W Smalls Road— 19,637 955 19,637 955 20,592 (48)2021
New Berlin5600 S. Moorland Road— 6,409 1,068 43 6,452 1,068 7,520 (1,541)2013
Oak Creek525 West Marquette Avenue— 4,350 526 — 4,350 526 4,876 (591)2018
Oak Creek7475 South 6th Street— 6,125 805 355 6,480 805 7,285 (767)2018
PewaukeeW288 N2801 Duplainville Road— 6,678 841 795 7,473 841 8,314 (1,092)2018
PewaukeeW277 N2837 Duplainville Road— 4,516 439 52 4,568 439 5,007 (601)2018
Pleasant Prairie10411 80th Avenue— 18,219 2,297 — 18,219 2,297 20,516 (1,461)2018
Pleasant Prairie8901 102nd Street— 4,949 523 440 5,389 523 5,912 (738)2018
Sun Prairie1615 Commerce Drive— 5,809 2,360 2,499 8,308 2,360 10,668 (2,541)2011
West Allis2207 S. 114th Street— 1,757 462 2,024 3,781 462 4,243 (654)2015
F-53
Initial Cost to STAG Industrial, Inc.Gross Amounts at Which Carried at December 31, 2021
State & CityAddress
Encumbrances (1)
Building & Improvements (2)
Land (3)
Costs Capitalized Subsequent to Acquisition and Valuation ProvisionBuilding & Improvements LandTotal
Accumulated Depreciation (4)
Year Acquired
West Allis2075 S. 114th Street— 1,848 444 1,674 3,522 444 3,966 (502)2015
West Allis2145 S. 114th Street— 846 252 1,022 1,868 252 2,120 (323)2015
West Allis2025 S. 114th Street— 956 251 714 1,670 251 1,921 (270)2015
Yorkville13900 West Grandview Parkway— 4,886 416 323 5,209 416 5,625 (1,029)2014
Total$(54,983)$4,820,349 $617,297 $227,261 $5,047,610 $617,297 $5,664,907 $(611,867)
(1)Balance excludes the net unamortized balance of fair market value discount of approximately $0.1 million and unamortized deferred financing fees and debt issuance costs of approximately $0.1 million .
(2)The initial costs of building and improvements is the acquisition costs less asset impairment write-downs, building expansions and disposals of building and tenant improvements.
(3)Represents values at acquisition date less any impairments.
(4)Depreciation expense is computed using the straight-line method based on the following estimated useful lives:
Description Estimated Useful Life
Building40 Years
Building and land improvements (maximum)20 Years
Tenant improvementsShorter of useful life or terms of related lease

As of December 31, 2021, the aggregate cost for federal income tax purposes of investments in real estate was approximately $6.7 billion.
Year ended December 31,
 202120202019
Real Estate:   
Balance at beginning of period$4,521,301 $3,959,883 $2,966,616 
Additions during period   
Other acquisitions1,217,478 664,616 995,516 
Improvements, etc.40,797 59,702 73,666 
Other additions— — — 
Deductions during period   
Cost of real estate sold(107,192)(152,716)(43,396)
Write-off of tenant improvements(7,477)(5,025)(22,781)
Asset impairments and involuntary conversion— (5,159)(9,738)
Balance at the end of the period including assets held for sale5,664,907 4,521,301 3,959,883 
Assets held for sale— (562)(48,892)
Balance at the end of the period excluding assets held for sale$5,664,907 $4,520,739 $3,910,991 
Accumulated Depreciation:   
Balance at beginning of period$495,466 $393,506 $316,930 
Additions during period   
Depreciation and amortization expense142,966 126,382 107,867 
Other additions— — — 
Deductions during period   
Disposals(26,565)(24,422)(31,291)
Balance at the end of the period including assets held for sale611,867 495,466 393,506 
Assets held for sale— (118)(5,873)
Balance at the end of the period excluding assets held for sale$611,867 $495,348 $387,633 
F-54

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