UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 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))

ITEM 8.01.                                    OTHER EVENTS

In connection with its filing on or about the date hereof of a Registration Statement on Form S-3, STAG Industrial, Inc. (the “Company”) is filing this Current Report on Form 8-K 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 an acquisition considered probable for purposes of Regulation S-X; and

·                  unaudited pro forma financial information regarding the Company’s completed acquisitions and such probable acquisition.

There is no assurance that the Company will acquire the property 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 Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-177131) filed with the Securities and Exchange Commission on October 26, 2011:

·                  STAG Contribution Group

·                  Report of Independent Auditors

·                  Combined Statements of Revenue and Certain Expenses for the period from January 1, 2011 to April 19, 2011 (unaudited) and the years ended December 31, 2010 and 2009 and the periods from July 28, 2008 to December 31, 2008 and January 1, 2008 to July 27, 2008

·                  Notes to Combined Statements of Revenue and Certain Expenses

1

·                  Mooresville Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the period from January 1, 2011 to February 28, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

·                  Cleveland Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the period from January 1, 2011 to April 5, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

·                  Lansing Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the period from January 1, 2011 to May 25, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

·                  Gresham Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the six months ended June 30, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

·                  Hazelwood Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the six months ended June 30, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

·                  Louisville Property

·                  Report of Independent Auditors

·                  Statements of Revenue and Certain Expenses for the six months ended June 30, 2011 (unaudited) and the year ended December 31, 2010

·                  Notes to Statement of Revenue and Certain Expenses

No other part or section of the Company’s Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-177131) is incorporated by reference into this Current Report on Form 8-K.

2

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

(b)                                  Unaudited Pro Forma Condensed Consolidated Financial Information

(d)                                  Exhibits

3

Report of Independent Auditors

To STAG Industrial, Inc.:

We have audited the accompanying statement of revenue and certain expenses (the “Statement”) of the North Jackson Property (the “Property”) for the year ended December 31, 2010. 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 of STAG Industrial, Inc.), as described in note 2 and is not intended to be a complete presentation of the Property’s 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 Property for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
May 9, 2012

4

North Jackson Property

Statements of Revenue and Certain Expenses

(dollars in thousands)

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

5

North Jackson Property

Notes to Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)                                 Organization

The North Jackson Property (the “Property”) is a single tenant industrial property located in North Jackson, OH. The accompanying statements of revenue and certain expenses (“Statements”) relate to the operations of the Property.

Prior to December 14, 2011, the Property was owned by an unaffiliated third party of STAG Industrial, Inc. On December 14, 2011, the Property was acquired by STAG North Jackson, 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, is not representative of the actual results of operations of the Property, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

·                  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 Property.

(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 decreased revenue by approximately $34 for the period from January 1, 2011 to December 13, 2011 (unaudited) and increased revenue by approximately $4 for the year ended December 31, 2010. The tenant makes payments for certain expenses and costs, which have been assumed by the tenant under the terms of their respective lease, and are not 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.

6

North Jackson Property

Notes to 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, 2011 to December 13, 2011 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 normal recurring nature.

(3)                                 Description of Leasing Arrangements

The Property is leased to one tenant under a non-cancelable operating lease which has an expiration date of August 31, 2016.

Future minimum base rentals over the next five years on the non-cancelable operating lease at December 31, 2010 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 Property is 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 Property’s revenue and certain operating expenses.

(5)                                 Subsequent Events

Management has evaluated the events and transactions that have occurred through May 9, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

7

Report of Independent Auditors

To STAG Industrial, Inc.:

We have audited the accompanying statement of revenue and certain expenses (the “Statement”) of the Rogers Property (the “Property”) for the year ended December 31, 2010. 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 of STAG Industrial, Inc.), as described in note 2 and is not intended to be a complete presentation of the Property’s 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 Property for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
May 9, 2012

8

Rogers Property

Statements of Revenue and Certain Expenses

(dollars in thousands)

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

9

Rogers Property

Notes to Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)                                 Organization

The Rogers Property (the “Property”), is a single tenant industrial property located in Rogers, AR. The accompanying statements of revenue and certain expenses (“Statements”) relate to the operations of the Property.

Prior December 22, 2011, the Property was owned by an unaffiliated third party of STAG Industrial, Inc. On December 22, 2011, the Property was acquired by STAG Rogers 2, 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 Property, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

·                  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 Property.

(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 decreased revenue by approximately $31 and $28 for the period from January 1, 2011 to December 21, 2011(unaudited) and for the year ended December 31, 2010, respectively. Tenant recoveries representing additional rents from expense reimbursements for real estate taxes, insurance and other expenses are recognized in the period in which the related expenses are incurred.

(c)                                  Use of Estimates

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

10

Rogers Property

Notes to 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, 2011 to December 21, 2011 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 normal recurring nature.

 (3)                              Description of Leasing Arrangements

The Property is leased to one tenant under a non-cancelable operating lease which has an expiration date of December 31, 2017.

Future minimum base rentals over the next five years on the non-cancelable operating lease at December 31, 2010 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 Property is 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 Property’s revenue and certain operating expenses.

(5)                                 Subsequent Events

Management has evaluated the events and transactions that have occurred through May 9, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statement or additional disclosure.

11

Report of Independent Auditors

To STAG Industrial, Inc.:

We have audited the accompanying statement of revenue and certain expenses (the “Statement”) of the South Bend Property (the “Property”) 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 of STAG Industrial, Inc.), as described in note 2 and is not intended to be a complete presentation of the Property’s 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 Property 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 9, 2012

12

South Bend Property

Statements of Revenue and Certain Expenses

(dollars in thousands)

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

13

South Bend Property

Notes to Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)                                 Organization

The South Bend Property (the “Property”) is a single tenant industrial property located in South Bend, IN. The accompanying statements of revenue and certain expenses (“Statements”) relate to the operations of the Property.

Prior to March 8, 2012, the Property was owned by an unaffiliated third party of STAG Industrial, Inc. On March 8, 2012, the Property was acquired by STAG South Bend, 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 Property, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

·                  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 Property.

(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 $4 and $9 for the period January 1, 2012 to March 7, 2012 (unaudited) and the year ended December 31, 2011, respectively. The tenant makes payments for certain expenses and costs, which have been assumed by the tenant under the terms of their respective lease, and are not 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 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 January 1, 2012 to March 7, 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 normal recurring nature.

14

South Bend Property

Notes to Statements of Revenue and Certain Expenses (Continued)

(dollars in thousands)

(3)                                 Description of Leasing Arrangements

The Property is leased to one tenant under a non-cancelable operating lease which has an expiration date of December 31, 2017.

Future minimum base rentals over the next five years 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 Property is 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 Property’s revenue and certain operating expenses.

(5)                                 Subsequent Events

Management has evaluated the events and transactions that have occurred through May 9, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

15

Report of Independent Auditors

To STAG Industrial, Inc.:

We have audited the accompanying statement of revenue and certain expenses (the “Statement”) of the Spartanburg Property (the “Property”) 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 of STAG Industrial, Inc.), as described in note 2 and is not intended to be a complete presentation of the Property’s 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 Property 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 9, 2012

16

Spartanburg Property

Statements of Revenue and Certain Expenses

(dollars in thousands)

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

17

Spartanburg Property

Notes to Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)                                 Organization

The Spartanburg Property (the “Property”), consists of four single tenant industrial buildings located in Spartanburg, SC. The accompanying statements of revenue and certain expenses (“Statements”) relate to the operations of the Property.

Prior to April 5, 2012, the Property was owned by an unaffiliated third party of STAG Industrial, Inc. On April 5, 2012, the Property was acquired by STAG Spartanburg, 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 Property, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

·                  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 Property.

(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 for the three months ended March 31, 2012 (unaudited) and decreased revenue by approximately $26 for the year ended December 31, 2011. Tenant recoveries representing additional rents from expense reimbursements for real estate taxes are recognized in the period in which the related expenses are incurred.

(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 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.

18

Spartanburg Property

Notes to Statements of Revenue and Certain Expenses (Continued)

(dollars in thousands)

(d)                                 Unaudited Interim Statement

                                                The statement of revenue and certain expenses for three months ended March 31, 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 normal recurring nature.

(3)                                 Description of Leasing Arrangements

The Property is leased to one tenant under a non-cancelable operating lease which has an expiration date of September 30, 2015.

Future minimum base rentals over the next five years on the non-cancelable operating lease 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 Property is 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 Property’s revenue and certain operating expenses.

(5)                                 Subsequent Events

Management has evaluated the events and transactions that have occurred through May 9, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

19

Report of Independent Auditors

To STAG Industrial, Inc.:

We have audited the accompanying statement of revenue and certain expenses (the “Statement”) of the Reading Property (the “Property”) 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 of STAG Industrial, Inc.), as described in note 2 and is not intended to be a complete presentation of the Property’s 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 Property 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 9, 2012

20

Reading Property

Statements of Revenue and Certain Expenses

(dollars in thousands)

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

21

Reading Property

Notes to Statements of Revenue and Certain Expenses

(dollars in thousands)

(1)           Organization

The Reading Property (the “Property”) is a multi-tenant industrial property located in Berks County, PA. The accompanying statements of revenue and certain expenses (“Statements”) relate to the operations of the Property.

        For the periods presented in the Statements, the Property was owned by an unaffiliated third party of STAG Industrial, Inc. The acquisition of the Property by STAG Industrial Operating Partnership, L.P., an entity consolidated by STAG Industrial, Inc., is considered probable.

(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 Property, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

·                  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 Property.

(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 $29 and $136 for the three months ended March 31, 2012 (unaudited) and the year ended December 31, 2011, respectively. Tenant recoveries representing additional rents from expense reimbursements for real estate taxes, insurance and other expenditures are recognized in the period in which the related expenses are incurred.

(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 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.

22

Reading Property

Notes to Statements of Revenue and Certain Expenses (Continued)

(dollars in thousands)

(d)           Unaudited Interim Statement

The statement of revenue and certain expenses for the three months ended March 31, 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 normal recurring nature.

(3)           Description of Leasing Arrangements

The Property is leased to three tenants under non-cancelable operating leases which have expiration dates of March 31, 2016, June 30, 2017, and December 31, 2025, respectively.

Future minimum base rentals over the next five years 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 Property is 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 Property’s revenue and certain operating expenses.

(5)           Subsequent Events

Management has evaluated the events and transactions that have occurred through May 9, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

23

STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Financial Statements

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 in elsewhere in this Current Report on Form 8-K.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2012, 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, 2012. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 are presented as if the acquisitions by the Company had occurred on January 1, 2011.

Such pro forma information is based upon the historical consolidated results of operations of the Company for the year ended December 31, 2011 and the three months ended March 31, 2012, giving effect to the STAG Contribution Group and the following acquisitions:

2011 ACQUISITIONS SUBSEQUENT TO OUR INITIAL PUBLIC OFFERING

STAG Industrial, Inc.

2012 ACQUISITIONS

STAG Industrial, Inc.

PROBABLE ACQUISITIONS

STAG Industrial, Inc.

24

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, 2011 filed with the Securities and Exchange Commission on March 9, 2012 and  the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the Securities and Exchange Commission on May 9, 2012.

The Company’s “predecessor” for accounting purposes is STAG Predecessor Group, which is not a legal entity, but a collection of the real estate entities that were owned by STAG Investments III, LLC , an entity that contributed STAG Predecessor Group to the Company at the Company’s initial public offering on April 20, 2011. STAG Predecessor Group also was engaged in the business of owning, leasing and operating real estate consisting primarily of industrial properties located throughout the United States. The financial information contained in this report that relates to the time periods on or prior to April 19, 2011 is STAG Predecessor Group’s financial information; the financial information contained in this report for any time period on or after April 20, 2011 is the Company’s financial information.  The Company did not exist before April 20, 2011 and as a result of our formation transactions, our Company is substantially different from STAG Predecessor Group.

The unaudited pro forma condensed consolidated financial statements as of March 31, 2012 and for the year ended December 31, 2011 and the three months ended March 31, 2012 are not necessarily indicative of what our actual financial condition would have been at March 31, 2012 or what our actual results of operations would have been assuming the transactions had occurred as of January 1, 2011, nor do they purport to represent our financial condition or results of operations for future periods.

25

STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

March 31, 2012

(dollars in thousands)

See accompanying notes to pro forma condensed consolidated financial statements

26

STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2012

(dollars in thousands, except per share data)

See accompanying notes to pro forma condensed consolidated financial statements

27

STAG Industrial, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2011

(dollars in thousands, except per share data)