UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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

STAG INDUSTRIAL, INC.

(Exact name of registrant specified in its charter)

99 High Street, 28th Floor

Boston, Massachusetts 02110

(Address of principal executive offices, zip code)

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

Not applicable

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

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

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

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

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

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

Explanatory Note

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

ITEM 8.01.                               OTHER EVENTS

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

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

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

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

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

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

·                  Spartanburg Property

·                  Report of Independent Auditors

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

·                  Notes to Statements of Revenue and Certain Expenses

·                  Reading Property

·                  Report of Independent Auditors

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

·                  Notes to Statements of Revenue and Certain Expenses

·                  South Bend Property

·                  Report of Independent Auditors

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

·                  Notes to Statements of Revenue and Certain Expenses

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

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

(b)                                 Unaudited Pro Forma Condensed Consolidated Financial Information

(d)                             Exhibits

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Independent Auditor’s Report

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

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

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

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

Auditor’s Responsibility

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

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

Opinion

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

Emphasis of Matter

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

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

May 8, 2013

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STAG Investments II Portfolio

Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

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

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STAG Investments II Portfolio

Notes to Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

1.                                      Organization

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

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

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

2.                                      Significant Accounting Policies

(a)                                 Basis of Presentation

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

·                  Depreciation and amortization

·                  Interest income and expense

·                  Amortization of above and below market leases

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

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

(b)                                 Revenue Recognition

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

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

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

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

(c)                                  Use of Estimates

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

(d)                                 Unaudited Interim Statement

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

3.                                      Description of Leasing Arrangements

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

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

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

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

4.                                      Ground Lease Commitments

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

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

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

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

5.                                      Commitments and Contingencies

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

6.                                      Subsequent Events

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

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Report of Independent Auditors

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

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

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

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

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

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Armacell Properties

Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

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

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Armacell Properties

Notes to Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)                                 Organization

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

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

(2)                                 Significant Accounting Policies

(a)                                 Basis of Presentation

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

·                  Depreciation and amortization

·                  Interest income and expense

·                  Amortization of above and below market leases

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

(b)                                 Revenue Recognition

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

(c)                                  Use of Estimates

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

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Armacell Properties

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

(dollars in thousands)

(d)           Unaudited Interim Statement

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

(3)          Description of Leasing Arrangements

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

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

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

(4)           Commitments and Contingencies

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

(5)           Subsequent Events

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

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Report of Independent Auditors

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

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

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

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

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

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
May 8, 2013

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Columbus Nova Properties

Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

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

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Columbus Nova Properties

Notes to Combined Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)           Organization

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

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

(2) Significant Accounting Policies

(a)           Basis of Presentation

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

·      Depreciation and amortization

·      Interest income and expense

·      Amortization of above and below market leases

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

(b)           Revenue Recognition

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

(c)           Use of Estimates

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

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Columbus Nova Properties

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

(dollars in thousands)

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

(d)           Unaudited Interim Statement

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

(3)           Description of Leasing Arrangements

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

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

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

(4)           Commitments and Contingencies

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

(5)           Subsequent Events

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

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STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Financial Information

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

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

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

2012 ACQUISITIONS

STAG Industrial, Inc.

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2013 ACQUISITIONS

STAG Industrial, Inc.

PROBABLE ACQUISITIONS

STAG Industrial, Inc.

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

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

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STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2013

(dollars in thousands)

See accompanying notes to unaudited pro forma condensed consolidated financial statements

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STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2013

(dollar in thousands, except per share data)