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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2023

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: 001-36834

 

EASTERLY GOVERNMENT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

 

47-2047728

(State of Incorporation)

 

(IRS Employer Identification No.)

2001 K Street NW, Suite 775 North, Washington, D.C.

 

20006

(Address of Principal Executive Offices)

 

(Zip Code)

(202) 595-9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

DEA

New York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of August 1, 2023, the registrant had 93,415,706 shares of common stock, $0.01 par value per share, outstanding.

 


 

INDEX TO FINANCIAL STATEMENTS

 

 

Page

Part I: Financial Information

 

 

 

   Item 1: Financial Statements:

 

Consolidated Financial Statements

 

 

 

Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)

1

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

2

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

3

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)

4

 

 

Notes to the Consolidated Financial Statements

6

 

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

 

 

Item 3: Quantitative and Qualitative Disclosures About Market Risk

38

 

 

Item 4: Controls and Procedures

38

 

 

Part II: Other Information

 

 

 

Item 1: Legal Proceedings

38

 

 

Item 1A: Risk Factors

38

 

 

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

38

 

 

Item 3: Defaults Upon Senior Securities

38

 

 

Item 4: Mine Safety Disclosures

39

 

 

Item 5: Other Information

39

 

 

Item 6: Exhibits

40

 

 

Signatures

 

 

 

 


 

Easterly Government Properties, Inc.

Consolidated Balance Sheets (unaudited)

(Amounts in thousands, except share amounts)

 

 

June 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Real estate properties, net

 

$

2,270,435

 

 

$

2,285,308

 

Cash and cash equivalents

 

 

9,816

 

 

 

7,578

 

Restricted cash

 

 

11,970

 

 

 

9,696

 

Tenant accounts receivable

 

 

60,862

 

 

 

58,835

 

Investment in unconsolidated real estate venture

 

 

268,594

 

 

 

271,644

 

Intangible assets, net

 

 

145,837

 

 

 

157,282

 

Interest rate swaps

 

 

5,114

 

 

 

4,020

 

Prepaid expenses and other assets

 

 

35,335

 

 

 

35,022

 

Total assets

 

$

2,807,963

 

 

$

2,829,385

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Revolving credit facility

 

 

53,000

 

 

 

65,500

 

Term loan facilities, net

 

 

249,179

 

 

 

248,972

 

Notes payable, net

 

 

696,290

 

 

 

696,052

 

Mortgage notes payable, net

 

 

222,711

 

 

 

240,847

 

Intangible liabilities, net

 

 

14,421

 

 

 

16,387

 

Deferred revenue

 

 

85,932

 

 

 

83,309

 

Accounts payable, accrued expenses and other liabilities

 

 

64,363

 

 

 

67,336

 

Total liabilities

 

 

1,385,896

 

 

 

1,418,403

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Common stock, par value $0.01, 200,000,000 shares authorized,
  
93,415,706 and 90,814,021 shares issued and outstanding at
   June 30, 2023 and December 31, 2022, respectively

 

 

934

 

 

 

908

 

Additional paid-in capital

 

 

1,673,399

 

 

 

1,622,913

 

Retained earnings

 

 

102,491

 

 

 

93,497

 

Cumulative dividends

 

 

(524,806

)

 

 

(475,983

)

Accumulated other comprehensive income (loss)

 

 

4,518

 

 

 

3,546

 

Total stockholders’ equity

 

 

1,256,536

 

 

 

1,244,881

 

Non-controlling interest in Operating Partnership

 

 

165,531

 

 

 

166,101

 

Total equity

 

 

1,422,067

 

 

 

1,410,982

 

Total liabilities and equity

 

$

2,807,963

 

 

$

2,829,385

 

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

1

 


 

Easterly Government Properties, Inc.

Consolidated Statements of Operations (unaudited)

(Amounts in thousands, except share and per share amounts)

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

67,758

 

 

$

71,156

 

 

$

135,906

 

 

$

141,595

 

Tenant reimbursements

 

 

2,500

 

 

 

916

 

 

 

4,575

 

 

 

2,060

 

Asset management income

 

 

517

 

 

 

317

 

 

 

1,034

 

 

 

565

 

Other income

 

 

598

 

 

 

368

 

 

 

1,078

 

 

 

839

 

Total revenues

 

 

71,373

 

 

 

72,757

 

 

 

142,593

 

 

 

145,059

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

17,629

 

 

 

15,551

 

 

 

35,517

 

 

 

31,009

 

Real estate taxes

 

 

7,619

 

 

 

7,851

 

 

 

15,087

 

 

 

15,677

 

Depreciation and amortization

 

 

22,619

 

 

 

24,343

 

 

 

45,700

 

 

 

48,502

 

Acquisition costs

 

 

444

 

 

 

302

 

 

 

905

 

 

 

664

 

Corporate general and administrative

 

 

7,024

 

 

 

5,966

 

 

 

14,319

 

 

 

11,949

 

Total expenses

 

 

55,335

 

 

 

54,013

 

 

 

111,528

 

 

 

107,801

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Income from unconsolidated real estate venture

 

 

1,418

 

 

 

825

 

 

 

2,820

 

 

 

1,456

 

Interest expense, net

 

 

(11,678

)

 

 

(11,439

)

 

 

(23,693

)

 

 

(22,321

)

Net income

 

 

5,778

 

 

 

8,130

 

 

 

10,192

 

 

 

16,393

 

Non-controlling interest in Operating Partnership

 

 

(675

)

 

 

(933

)

 

 

(1,198

)

 

 

(1,855

)

Net income available to Easterly Government
   Properties, Inc.

 

$

5,103

 

 

$

7,197

 

 

$

8,994

 

 

$

14,538

 

Net income available to Easterly Government
   Properties, Inc. per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

 

$

0.08

 

 

$

0.09

 

 

$

0.16

 

Diluted

 

$

0.05

 

 

$

0.08

 

 

$

0.09

 

 

$

0.16

 

Weighted-average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

93,358,851

 

 

 

90,751,351

 

 

 

92,235,346

 

 

 

90,452,594

 

Diluted

 

 

93,641,382

 

 

 

91,083,980

 

 

 

92,508,651

 

 

 

90,799,647

 

Dividends declared per common share

 

$

0.265

 

 

$

0.265

 

 

$

0.530

 

 

$

0.530

 

 

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

2

 


 

Easterly Government Properties, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(Amounts in thousands)

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

5,778

 

 

$

8,130

 

 

$

10,192

 

 

$

16,393

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on interest rate swaps, net

 

 

3,107

 

 

 

2,903

 

 

 

1,094

 

 

 

8,410

 

Other comprehensive income

 

 

3,107

 

 

 

2,903

 

 

 

1,094

 

 

 

8,410

 

Comprehensive income

 

 

8,885

 

 

 

11,033

 

 

 

11,286

 

 

 

24,803

 

Non-controlling interest in Operating Partnership

 

 

(675

)

 

 

(933

)

 

 

(1,198

)

 

 

(1,855

)

Other comprehensive income attributable to
   non-controlling interest

 

 

(362

)

 

 

(338

)

 

 

(122

)

 

 

(945

)

Comprehensive income attributable to
   Easterly Government Properties, Inc.

 

$

7,848

 

 

$

9,762

 

 

$

9,966

 

 

$

22,003

 

 

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

3

 


 

Easterly Government Properties, Inc.

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

10,192

 

 

$

16,393

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

45,700

 

 

 

48,502

 

Straight line rent

 

 

(1,365

)

 

 

(531

)

Income from unconsolidated real estate venture

 

 

(2,820

)

 

 

(1,456

)

Amortization of above- / below-market leases

 

 

(1,376

)

 

 

(1,604

)

Amortization of unearned revenue

 

 

(3,106

)

 

 

(2,841

)

Amortization of loan premium / discount

 

 

(543

)

 

 

(563

)

Amortization of deferred financing costs

 

 

1,031

 

 

 

1,022

 

Amortization of lease inducements

 

 

431

 

 

 

428

 

Distributions from investment in unconsolidated real estate venture

 

 

5,870

 

 

 

3,369

 

Non-cash compensation

 

 

2,967

 

 

 

3,266

 

Net change in:

 

 

 

 

 

 

Tenant accounts receivable

 

 

(754

)

 

 

2,712

 

Prepaid expenses and other assets

 

 

(1,598

)

 

 

(1,510

)

Deferred revenue associated with operating leases

 

 

5,730

 

 

 

1,464

 

Principal payments on operating lease obligations

 

 

(218

)

 

 

(195

)

Accounts payable, accrued expenses and other liabilities

 

 

(1,089

)

 

 

(4,102

)

Net cash provided by operating activities

 

 

59,052

 

 

 

64,354

 

Cash flows from investing activities

 

 

 

 

 

 

Real estate acquisitions and deposits

 

 

107

 

 

 

(78,771

)

Additions to operating properties

 

 

(12,105

)

 

 

(10,891

)

Additions to development properties

 

 

(8,969

)

 

 

(4,949

)

Distributions from investment in unconsolidated real estate venture

 

 

 

 

 

304

 

Investment in unconsolidated real estate venture

 

 

 

 

 

(52,721

)

Net cash used in investing activities

 

 

(20,967

)

 

 

(147,028

)

Cash flows from financing activities

 

 

 

 

 

 

Issuance of common shares

 

 

52,414

 

 

 

9,504

 

Credit facility draws

 

 

53,750

 

 

 

157,250

 

Credit facility repayments

 

 

(66,250

)

 

 

(29,000

)

Repayments of mortgage notes payable

 

 

(17,812

)

 

 

(2,628

)

Dividends and distributions paid

 

 

(55,619

)

 

 

(54,415

)

Payment of offering costs

 

 

(56

)

 

 

(136

)

Net cash (used in) provided by financing activities

 

 

(33,573

)

 

 

80,575

 

Net increase (decrease) in Cash and cash equivalents and Restricted cash

 

 

4,512

 

 

 

(2,099

)

Cash and cash equivalents and Restricted cash, beginning of period

 

 

17,274

 

 

 

20,143

 

Cash and cash equivalents and Restricted cash, end of period

 

$

21,786

 

 

$

18,044

 

 

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

 

4

 


 

Easterly Government Properties, Inc.

Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

 

Supplemental disclosure of cash flow information is as follows:

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

Cash paid for interest (net of capitalized interest of $665 and $531 in 2023 and 2022, respectively)

 

$

23,555

 

 

$

21,766

 

Supplemental disclosure of non-cash information

 

 

 

 

 

 

Additions to operating properties accrued, not paid

 

$

5,404

 

 

$

1,207

 

Additions to development properties accrued, not paid

 

 

2,350

 

 

 

2,534

 

Offering costs accrued, not paid

 

 

10

 

 

 

 

Deferred asset acquisition costs accrued, not paid

 

 

18

 

 

 

128

 

Unrealized gain on interest rate swaps, net

 

 

1,094

 

 

 

8,410

 

Properties acquired for Common Units

 

 

219

 

 

 

17,361

 

Recognition of operating lease right-of-use assets

 

 

 

 

 

101

 

Recognition of liabilities related to operating lease right-of-use assets

 

 

 

 

 

101

 

Exchange of Common Units for Shares of Common Stock

 

 

 

 

 

 

Non-controlling interest in Operating Partnership

 

$

(140

)

 

$

(2,911

)

Common stock

 

 

 

 

 

2

 

Additional paid-in capital

 

 

140

 

 

 

2,909

 

Total

 

$

 

 

$

 

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

5

 


 

Easterly Government Properties, Inc.

Notes to the Consolidated Financial Statements (unaudited)

1. Organization and Basis of Presentation

The information contained in the following notes to the consolidated financial statements is condensed from that which would appear in the annual consolidated financial statements; accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2022, and related notes thereto, included in the Annual Report on Form 10-K of Easterly Government Properties, Inc. (the “Company”) for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2023.

The Company is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2015. The operations of the Company are carried on primarily through Easterly Government Properties LP (the “Operating Partnership”) and the wholly owned subsidiaries of the Operating Partnership. As used herein, the “Company,” “we,” “us,” or “our” refer to Easterly Government Properties, Inc. and its consolidated subsidiaries and partnerships, including the Operating Partnership, except where context otherwise requires.

We are an internally managed REIT, focused primarily on the acquisition, development, and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate substantially all of our revenue by leasing our properties to such agencies, either directly or through the U.S. General Services Administration (“GSA”). Our objective is to generate attractive risk-adjusted returns for our stockholders over the long-term through dividends and capital appreciation.

We focus on acquiring, developing and managing U.S. Government leased properties that are essential to supporting the mission of the tenant agency and strive to be a partner of choice for the U.S. Government, working closely with the tenant agency to meet its needs and objectives. As of June 30, 2023, we wholly owned 78 operating properties and eight operating properties through an unconsolidated joint venture (the “JV”) in the United States, encompassing approximately 8.6 million leased square feet, including 85 operating properties that were leased primarily to U.S. Government tenant agencies and one operating property that was entirely leased to a private tenant. As of June 30, 2023, our operating properties were 98% leased. For purposes of calculating percentage leased, we exclude from the denominator total square feet that was unleased and to which we attributed no value at the time of acquisition. In addition, we wholly owned one property under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

The Operating Partnership holds substantially all of our assets and conducts substantially all of our business. We are the sole general partner of the Operating Partnership. We owned approximately 88.4% of the aggregate limited partnership interests in the Operating Partnership (“common units”) at June 30, 2023. We believe that we have operated and have been organized in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015.

Principles of Consolidation

The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, Easterly Government Properties TRS, LLC, Easterly Government Services, LLC, the Operating Partnership and its other subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited; however, they include all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company at June 30, 2023 and December 31, 2022, the consolidated results of operations for the three and six months ended June 30, 2023 and 2022, and the consolidated cash flows for the six months ended June 30, 2023 and 2022. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the balance sheet, and the

6

 


 

reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

2. Summary of Significant Accounting Policies

The significant accounting policies used in the preparation of our condensed consolidated financial statements are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

3. Real Estate and Intangibles

Consolidated Real Estate and Intangibles

Real estate and intangibles consisted of the following as of June 30, 2023 (amounts in thousands):

 

 

Total

 

Real estate properties, net

 

 

 

Land

 

$

213,592

 

Building and improvements

 

 

2,292,532

 

Acquired tenant improvements

 

 

81,666

 

Construction in progress

 

 

38,254

 

Accumulated depreciation

 

 

(355,609

)

Total Real estate properties, net

 

 

2,270,435

 

Intangible assets, net

 

 

 

In-place leases

 

 

271,066

 

Acquired leasing commissions

 

 

68,642

 

Above market leases

 

 

14,620

 

Payment in lieu of taxes

 

 

6,394

 

Accumulated amortization

 

 

(214,885

)

Total Intangible assets, net

 

 

145,837

 

Intangible liabilities, net

 

 

 

Below market leases

 

 

(72,037

)

Accumulated amortization

 

 

57,616

 

Total Intangible liabilities, net

 

 

(14,421

)

No operating properties were acquired or disposed of during the six months ended June 30, 2023.

During the three and six months ended June 30, 2023, we incurred $0.4 million and $0.9 million of acquisition-related expenses, respectively, mainly consisting of internal costs associated with future property acquisitions.

The following table summarizes the scheduled amortization of our acquired above- and below-market lease intangibles for each of the five succeeding years as of June 30, 2023 (amounts in thousands):

 

 

Acquired Above-Market Lease Intangibles

 

 

Acquired Below-Market Lease Intangibles

 

2023 (1)

 

$

586

 

 

$

(1,941

)

2024

 

 

1,129

 

 

 

(2,938

)

2025

 

 

1,097

 

 

 

(2,246

)

2026

 

 

1,096

 

 

 

(2,008

)

2027

 

 

1,096

 

 

 

(1,783

)

(1)
Represents the six months ending December 31, 2023.

Above-market lease amortization reduces Rental income on our Consolidated Statements of Operations and below-market lease amortization increases Rental income on our Consolidated Statements of Operations.

7

 


 

4. Investment in Unconsolidated Real Estate Venture

The following is a summary of our investment in the JV (dollars in thousands):

 

 

 

 

As of June 30,

 

Joint Venture

 

Ownership Interest

 

2023

 

MedBase Venture

 

53.0%

 

$

268,594

 

On October 13, 2021, we formed an unconsolidated real estate venture, which we refer to as the JV, with a global investor to fund the acquisition of a portfolio of ten properties anticipated to encompass 1,214,165 leased square feet (the "VA Portfolio"). We own a 53.0% interest in the JV, subject to preferred allocations as provided in the JV agreement.

No operating properties were acquired by the JV during the six months ended June 30, 2023. As of June 30, 2023, eight of the ten properties in the VA Portfolio had been acquired by the JV.

We provide asset management services to the JV. During the three and six months ended June 30, 2023, we recognized asset management service revenue of $0.5 million and $1.0 million, respectively. During the three and six months ended June 30, 2022 we recognized asset management service revenue of $0.3 million and $0.6 million, respectively.

The following is a summary of financial information for the JV (amounts in thousands):

 

 

As of June 30,

 

Balance sheet information:

 

2023

 

Real estate, net

 

$

425,696

 

Other assets, net (1)

 

 

90,734

 

   Total assets

 

$

516,430

 

 

 

 

 

Total liabilities (2)

 

$

10,296

 

Total equity

 

 

506,134

 

   Total liabilities and equity

 

$

516,430

 

 

 

 

 

Company’s share of equity

 

$

268,219

 

Basis differential (3)

 

 

375

 

Carrying value of the Company’s investment in the unconsolidated venture

 

$

268,594

 

 

(1)
At June 30, 2023, this amount included right-of-use assets - finance leases totaling approximately $4.9 million representing a ground lease at VA – Lubbock.
(2)
At June 30, 2023, this amount included lease liabilities - finance leases totaling approximately $5.0 million representing a ground lease at VA – Lubbock.
(3)
This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level.

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

Income statement information:

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Total revenue

 

$

10,076

 

 

$

5,965

 

 

$

19,856

 

 

$

10,663

 

Operating income

 

 

2,716

 

 

 

1,597

 

 

 

5,403

 

 

 

2,828

 

Net income

 

 

2,675

 

 

 

1,556

 

 

 

5,321

 

 

 

2,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company’s share of net income

 

$

1,418

 

 

$

825

 

 

$

2,820

 

 

$

1,456

 

 

8

 


 

5. Debt

At June 30, 2023, our consolidated borrowings consisted of the following (amounts in thousands):

 

 

Principal Outstanding

 

 

Interest

 

Current

 

Loan

 

June 30, 2023

 

 

Rate (1)

 

Maturity

 

Revolving credit facility:

 

 

 

 

 

 

 

 

Revolving credit facility (2)

 

$

53,000

 

 

S + 135 bps (3)

 

July 2025 (4)

 

Total revolving credit facility

 

 

53,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term loan facilities:

 

 

 

 

 

 

 

 

2016 term loan facility

 

 

100,000

 

 

2.72% (6)

 

March 2024

 

2018 term loan facility (5)

 

 

150,000

 

 

5.42% (7)

 

July 2026

 

Total term loan facilities

 

 

250,000

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(821

)

 

 

 

 

 

Total term loan facilities, net

 

 

249,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable:

 

 

 

 

 

 

 

 

2017 series A senior notes

 

 

95,000

 

 

4.05%

 

May 2027

 

2017 series B senior notes

 

 

50,000

 

 

4.15%

 

May 2029

 

2017 series C senior notes

 

 

30,000

 

 

4.30%

 

May 2032

 

2019 series A senior notes

 

 

85,000

 

 

3.73%

 

September 2029

 

2019 series B senior notes

 

 

100,000

 

 

3.83%

 

September 2031

 

2019 series C senior notes

 

 

90,000

 

 

3.98%

 

September 2034

 

2021 series A senior notes

 

 

50,000

 

 

2.62%

 

October 2028

 

2021 series B senior notes

 

 

200,000

 

 

2.89%

 

October 2030

 

Total notes payable

 

 

700,000

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(3,710

)

 

 

 

 

 

Total notes payable, net

 

 

696,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage notes payable:

 

 

 

 

 

 

 

 

VA – Golden

 

 

8,546

 

 

5.00% (8)

 

April 2024

 

USFS II – Albuquerque

 

 

12,541

 

 

4.46% (8)

 

July 2026

 

ICE – Charleston

 

 

12,727

 

 

4.21% (8)

 

January 2027

 

VA – Loma Linda

 

 

127,500

 

 

3.59% (8)

 

July 2027

 

CBP – Savannah

 

 

9,972

 

 

3.40% (8)

 

July 2033

 

USCIS – Kansas City

 

 

51,500

 

 

3.68% (8)

 

August 2024

 

Total mortgage notes payable

 

 

222,786

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(1,172

)

 

 

 

 

 

Less: Total unamortized premium/discount

 

 

1,097

 

 

 

 

 

 

Total mortgage notes payable, net

 

 

222,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

$

1,221,180

 

 

 

 

 

 

(1)
At June 30, 2023, the USD SOFR with a five day lookback (“S”) was 5.06%. 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 each of our $450.0 million senior unsecured revolving credit facility (our “revolving credit facility”), our $200.0 million senior unsecured term loan facility (as amended, our “2018 term loan facility”) and our $100.0 million senior unsecured term loan facility (our “2016 term loan facility”) is based on our consolidated leverage ratio, as set forth in the respective loan agreements.
(2)
Our revolving credit facility had available capacity of $396.9 million at June 30, 2023 with an accordion feature that permits us to request additional lender commitments for up to $250.0 million of additional capacity, subject to the satisfaction of customary terms and conditions.
(3)
Entered into one interest rate swap with an effective date of June 23, 2023 with a notional value of $100.0 million, of which $50.0 million is associated with our revolving credit facility, to effectively fix the interest rate at 5.36% annually, based on our consolidated leverage ratio, as defined in our revolving credit facility agreement.
(4)
Our revolving credit facility has two six-month as-of-right extension options subject to certain conditions and the payment of an extension fee.
(5)
Our 2018 term loan facility has undrawn capacity up to $50.0 million of which is available during a delayed draw period.

9

 


 

(6)
Entered into two interest rate swaps with an effective date of March 29, 2017 with an aggregate notional value of $100.0 million to effectively fix the interest rate at 2.72% annually, based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement. We transitioned the two interest rate swaps from LIBOR to SOFR effective November 29, 2022.
(7)
Entered into two interest rate swaps with an effective date of June 23, 2023 with an aggregate notional value of $200.0 million, of which $150.0 million is associated with our 2018 term loan facility, to effectively fix the interest rate at 5.42% annually, based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.
(8)
Effective interest rates are as follows: VA – Golden 5.03%, USFS II – Albuquerque 3.92%, ICE – Charleston 3.93%, VA – Loma Linda 3.78%, CBP – Savannah 4.12%, USCIS – Kansas City 2.05%.

As of June 30, 2023, the net carrying value of real estate collateralizing our mortgages payable totaled $330.0 million. See Note 7 for the fair value of our debt instruments.

On January 26, 2023, we used $15.7 million of available cash to extinguish the mortgage note obligation on DEA – Pleasanton.

On February 3, 2023, we entered into three SOFR-based interest rate swaps each with a notional value of $100.0 million that were designated as cash flow hedges of interest rate risk. Two of the interest rate swaps, with an aggregate notional value of $200.0 million, became effective in June 2023. The third swap, with a notional value of $100.0 million, will become effective when our existing swaps mature in September 2023. See Note 6 for more information on our interest rate swaps.

On May 30, 2023, we entered into the third amendment to our second amended and restated credit agreement, dated as of July 23, 2021 and into the sixth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016. These amendments added a daily simple SOFR-based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S. dollars for all purposes under the credit and term loan agreements, including, in each case, a credit spread adjustment of 0.10%.

On July 20, 2023, we drew the full $50.0 million delayed draw on our 2018 term loan facility and transferred $50.0 million of our interest rate swap with a notional value of $100.0 million, from our revolving credit facility to the $50.0 million delayed draw.

Financial Covenant Considerations

As of June 30, 2023, we were in compliance with all financial and other covenants related to our debt.

6. Derivatives and Hedging Activities

The following table sets forth the key terms and fair values of our interest rate swap derivatives, each of which was designated as a cash flow hedge as of June 30, 2023 (amounts in thousands):

Notional Amount

 

 

Fixed Rate

 

 

Floating Rate Index

 

Effective Date

 

Expiration Date

 

Fair Value

 

$

37,000

 

 

 

1.36

%

 

One Month USD-SOFR CME Term

 

November 29, 2022

 

September 29, 2023

 

$

355

 

$

63,000

 

 

 

1.38

%

 

One Month USD-SOFR CME Term

 

November 29, 2022

 

September 29, 2023

 

$

601

 

$

100,000

 

 

 

4.01

%

 

USD-SOFR with -5 Day Lookback

 

June 23, 2023

 

March 23, 2025

 

$

1,418

 

$

100,000

 

 

 

4.18

%

 

USD-SOFR with -5 Day Lookback

 

June 23, 2023

 

December 23, 2024

 

$

1,176

 

$

100,000

 

 

 

3.70

%

 

USD-SOFR with -5 Day Lookback

 

September 29, 2023

 

June 29, 2025

 

$

1,564

 

 

10

 


 

The table below sets forth the fair value of our interest rate derivatives as well as their classification on our Consolidated Balance Sheet (amounts in thousands):

Balance Sheet Line Item

 

As of June 30, 2023

 

 Interest rate swaps - Asset

 

$

5,114

 

Cash Flow Hedges of Interest Rate Risk

The gains or losses on derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive income (loss) (“AOCI”) and will be reclassified to interest expense in the period that the hedged forecasted transactions affect earnings on our variable rate debt.

We estimate that $4.3 million will be reclassified from AOCI as a decrease to interest expense over the next 12 months.

The table below presents the effects of our interest rate derivatives on our Consolidated Statements of Operations and Comprehensive Income (amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 Unrealized gain recognized in AOCI

 

$

4,842

 

 

$

2,005

 

 

$

4,336

 

 

$

6,244

 

 Gain (loss) reclassified from AOCI into interest expense

 

 

1,735

 

 

 

(898

)

 

 

3,242

 

 

 

(2,166

)

Credit-Risk-Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on such indebtedness. As of June 30, 2023, we were not in a net liability position with any derivative counterparty. As of June 30, 2023, we were in compliance with these agreements and had not posted any collateral related to these agreements.

7. Fair Value Measurements

Accounting standards define fair value as the exit price, or the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standards also establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of these inputs is broken down into three levels: 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. Categorization within the valuation hierarchy is based upon the lowest level of input that is most significant to the fair value measurement.

Recurring fair value measurements

The fair values of our interest rate swaps are 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 and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to our derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held as of June 30, 2023 were classified as Level 2 of the fair value hierarchy.

11

 


 

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets and accounts payable and accrued expenses are reasonable estimates of fair values because of the short maturities of these instruments. The table below presents our assets measured at fair value on a recurring basis as of June 30, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):

 

 

As of June 30, 2023

 

Balance Sheet Line Item

 

Level 1

 

 

Level 2

 

 

Level 3

 

Interest rate swaps - Asset

 

$

 

 

$

5,114

 

 

$

 

For our disclosure of debt fair values, we estimated the fair value of our 2016 term loan facility and our 2018 term loan facility based on the variable interest rate and credit spreads (categorized within Level 3 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments included scheduled principal and interest payments. Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible and may not be a prudent management decision.

Financial assets and liabilities not measured at fair value

As of June 30, 2023, all financial instruments and liabilities were reflected in our balance sheets at amounts which, in our estimation, reasonably approximated their fair values, except for the following:

 

 

As of June 30, 2023

 

Financial liabilities

 

Carrying Amount (1)

 

 

Fair Value (2)

 

 

 

 

 

 

 

 

Revolving credit facility

 

$

53,000

 

 

$

53,000

 

2016 term loan facility

 

$

100,000

 

 

$

100,000

 

2018 term loan facility

 

$

150,000

 

 

$

150,000

 

Notes payable

 

$

700,000

 

 

$

591,010

 

Mortgages payable

 

$

222,786

 

 

$

206,596

 

(1)
The carrying amount consists of principal only.
(2)
We deem the fair value measurement of the financial liability instrument a Level 3 measurement.

8. Equity Incentive Plan

Restricted Shares

We award restricted stock to certain members of management and non‑employee directors. Management awards generally vest over a range of two to four years. Non‑employee director awards vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Restricted stock awards issued under the 2015 Equity Incentive Plan, as amended (the “2015 Equity Incentive Plan”), may not be sold or otherwise transferred until restrictions have lapsed, as established by the compensation committee.

We value our non-vested restricted share awards at the grant date fair value, which was the market price of our common stock as of the applicable grant date. Compensation expense related to restricted common stock awards was $0.2 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.3 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively.

The fair value of restricted stock that vested was $0.3 million and $1.5 million during the six months ended June 30, 2023 and 2022, respectively, based on the market price at the vesting date. The balance of unamortized restricted stock expense as of June 30, 2023 was $0.5 million, which is expected to be recognized over a weighted‑average period of 1.1 years.

12

 


 

A summary of the status of our restricted shares as of June 30, 2023 and changes during the six months ended June 30, 2023 is presented below:

 

 

Restricted Shares

 

 

Restricted Shares Weighted Average Grant Date
Fair Value Per Share

 

Outstanding, December 31, 2022

 

 

41,315

 

 

$

19.94

 

Vested

 

 

(24,347

)

 

 

18.57

 

Granted

 

 

32,486

 

 

 

14.18

 

Forfeited

 

 

 

 

 

 

Outstanding, June 30, 2023

 

 

49,454

 

 

$

16.83

 

LTIP Units

We grant LTIP units to certain members of management and non‑employee directors. Management awards generally vest immediately or over a range of two to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Performance-based LTIP units are earned subject to us achieving certain thresholds, including absolute total shareholder returns, relative total shareholder returns, or operational hurdles through the performance period. Service-based LTIP units vest over time, subject to continued employment and other terms of the awards.

The following is a summary of our granted LTIP unit awards during the six months ended June 30, 2023:

Award
 Type

 

Grant
 Date

 

Performance Period
End Date

 

 

Vest Date

 

Units Granted

 

 

 

 

 

 

 

 

 

 

 

 

Service

 

January 3, 2023

 

 

 

 

December 31, 2025

 

 

219,859

 

Operational

 

January 3, 2023

 

December 31, 2025

 

 

1

 

 

127,291

 

Performance

 

January 3, 2023

 

December 31, 2025

 

 

1

 

 

148,633

 

Service

 

March 2, 2023

 

 

 

 

March 2, 2026

 

 

3,438

 

Service

 

May 9, 2023

 

 

 

 

2

 

 

16,244

 

2023 LTIP Grant

 

 

 

 

 

 

 

 

 

515,465

 

(1)
Earned units will vest on the date of compensation committee determination of performance.
(2)
Units will vest on the earlier of the anniversary of the grant date or the 2024 stockholder meeting.

We value our operational LTIP unit awards that are subject to us achieving certain performance conditions at the grant date fair value, which is the market price of our common stock as of the applicable grant date. We value our service-based LTIP unit awards at the grant date fair value, which is the market price of our common stock as of the applicable grant date, discounted by the risk related to the timing of book-up events. For the performance LTIP unit awards granted that are subject to us achieving certain total shareholder return thresholds, we used a Monte Carlo Simulation (risk-neutral approach) to determine the grant date fair value.

The following is a summary of the significant assumptions used to value the total shareholder return for performance-based LTIP units during the six months ended June 30, 2023:

Expected volatility

 

 

29.0

%

Dividend yield

 

 

5.6

%

Risk-free interest rate

 

 

4.2

%

Expected life

 

3 years

 

The fair value of LTIP units that vested were $4.0 million and $5.5 million during the six months ended June 30, 2023 and 2022, respectively, based on the market price at the vesting date. Compensation expense related to LTIP unit awards was $1.2 million and $1.5 million for the three months ended June 30, 2023 and 2022, respectively, and $2.7 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively. The balance of unamortized LTIP expense as of June 30, 2023 was $9.9 million, which is expected to be recognized over a weighted‑average period of 1.9 years. As of June 30, 2023, management considers it probable that the operational performance conditions on our unvested grants will be achieved.

13

 


 

A summary of the status of our LTIP units as of June 30, 2023 and changes during the six months ended June 30, 2023 are presented below:

 

 

LTIP Units (1)

 

 

LTIP Units Weighted Average Grant Date Fair Value Per Share

 

Outstanding, December 31, 2022

 

 

896,665

 

 

$

19.90

 

Vested

 

 

(204,570

)

 

 

21.50

 

Granted

 

 

515,465

 

 

 

12.25

 

Forfeited

 

 

(85,352

)

 

 

18.30

 

Outstanding, June 30, 2023

 

 

1,122,208

 

 

$

16.21

 

(1)
Reflects the number of LTIP units issued to the grantee on the date which may be different from the number of LTIP units actually earned in the case of performance-based LTIP units.

9. Equity

The following table summarizes the changes in our stockholders’ equity for the three months ended June 30, 2023 and 2022 (amounts in thousands, except share amounts):

 

 

Shares

 

 

Common
Stock
Par
Value

 

 

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Cumulative
Dividends

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Non-
controlling
Interest in
Operating
Partnership

 

 

Total
Equity

 

Three months ended June 30, 2023

 

Balance at March 31, 2023

 

 

93,389,906

 

 

$

934

 

 

$

1,672,467

 

 

$

97,388

 

 

$

(500,051

)

 

$

1,773

 

 

$

167,528

 

 

$

1,440,039

 

Stock based compensation

 

 

 

 

 

 

 

 

148

 

 

 

 

 

 

 

 

 

 

 

 

1,151

 

 

 

1,299

 

Dividends and distributions paid
   ($
0.265 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,755

)

 

 

 

 

 

(3,401

)

 

 

(28,156

)

Grant of unvested restricted stock

 

 

25,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,745

 

 

 

362

 

 

 

3,107

 

Net income

 

 

 

 

 

 

 

 

 

 

 

5,103

 

 

 

 

 

 

 

 

 

675

 

 

 

5,778

 

Allocation of non-controlling interest
   in Operating Partnership

 

 

 

 

 

 

 

 

784

 

 

 

 

 

 

 

 

 

 

 

 

(784

)

 

 

 

Balance at June 30, 2023

 

 

93,415,706

 

 

$

934

 

 

$

1,673,399

 

 

$

102,491

 

 

$

(524,806

)

 

$

4,518

 

 

$

165,531

 

 

$

1,422,067

 

Three months ended June 30, 2022

 

Balance at March 31, 2022

 

 

90,779,897

 

 

$

908

 

 

$

1,614,798

 

 

$

69,364

 

 

$

(403,788

)

 

$

(172

)

 

$

158,235

 

 

$

1,439,345

 

Stock based compensation

 

 

 

 

 

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

1,468

 

 

 

1,637

 

Dividends and distributions paid
   ($
0.265 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,063

)

 

 

 

 

 

(3,318

)

 

 

(27,381

)

Grant of unvested restricted stock

 

 

21,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common units for
   shares of common stock

 

 

15,000

 

 

 

 

 

 

211

 

 

 

 

 

 

 

 

 

 

 

 

(211

)

 

 

 

Contribution of property for
   common units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,361

 

 

 

17,361

 

Unrealized gain on interest rate
    swaps, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,565

 

 

 

338

 

 

 

2,903

 

Net income

 

 

 

 

 

 

 

 

 

 

 

7,197

 

 

 

 

 

 

 

 

 

933

 

 

 

8,130

 

Allocation of non-controlling interest
   in Operating Partnership

 

 

 

 

 

 

 

 

6,110

 

 

 

 

 

 

 

 

 

 

 

 

(6,110

)

 

 

 

Balance at June 30, 2022

 

 

90,816,622

 

 

$

908

 

 

$

1,621,288

 

 

$

76,561

 

 

$

(427,851

)

 

$

2,393

 

 

$

168,696

 

 

$

1,441,995

 

 

14

 


 

The following table summarizes the changes in our stockholders’ equity for the six months ended June 30, 2023 and 2022 (amounts in thousands, except share amounts):

 

 

Shares

 

 

Common
Stock
Par
Value

 

 

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Cumulative
Dividends

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Non-
controlling
Interest in
Operating
Partnership

 

 

Total
Equity

 

Six months ended June 30, 2023

 

Balance at December 31, 2022

 

 

90,814,021

 

 

$

908

 

 

$

1,622,913

 

 

$

93,497

 

 

$

(475,983

)

 

$

3,546

 

 

$

166,101

 

 

$

1,410,982

 

Stock based compensation

 

 

 

 

 

 

 

 

293

 

 

 

 

 

 

 

 

 

 

 

 

2,674

 

 

 

2,967

 

Dividends and distributions paid
   ($
0.530 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(48,823

)

 

 

 

 

 

(6,796

)

 

 

(55,619

)

Grant of unvested restricted stock

 

 

32,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common units for
   shares of common stock

 

 

10,199

 

 

 

 

 

 

140

 

 

 

 

 

 

 

 

 

 

 

 

(140

)

 

 

 

Issuance of common stock, net

 

 

2,559,000

 

 

 

26

 

 

 

52,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

52,232

 

Contribution of property for
   common units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

219

 

 

 

219

 

Unrealized gain on interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

972

 

 

 

122

 

 

 

1,094

 

Net income

 

 

 

 

 

 

 

 

 

 

 

8,994

 

 

 

 

 

 

 

 

 

1,198

 

 

 

10,192

 

Allocation of non-controlling interest
   in Operating Partnership

 

 

 

 

 

 

 

 

(2,153

)

 

 

 

 

 

 

 

 

 

 

 

2,153

 

 

 

 

Balance at June 30, 2023

 

 

93,415,706

 

 

$

934

 

 

$

1,673,399

 

 

$

102,491

 

 

$

(524,806

)

 

$

4,518

 

 

$

165,531

 

 

$

1,422,067

 

Six months ended June 30, 2022

 

Balance at December 31, 2021

 

 

90,147,868

 

 

$

901

 

 

$

1,604,712

 

 

$

62,023

 

 

$

(379,895

)

 

$

(5,072

)

 

$

158,912

 

 

$

1,441,581

 

Stock based compensation

 

 

 

 

 

 

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

2,914

 

 

 

3,266

 

Dividends and distributions paid
   ($
0.530 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47,956

)

 

 

 

 

 

(6,459

)

 

 

(54,415

)

Grant of unvested restricted stock

 

 

29,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common units for
   shares of common stock

 

 

204,751

 

 

 

2

 

 

 

2,909

 

 

 

 

 

 

 

 

 

 

 

 

(2,911

)

 

 

 

Issuance of common stock, net

 

 

434,925

 

 

 

5

 

 

 

9,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,399

 

Contribution of property for
   common units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,361

 

 

 

17,361

 

Unrealized gain on interest rate
    swaps, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,465

 

 

 

945

 

 

 

8,410

 

Net income

 

 

 

 

 

 

 

 

 

 

 

14,538

 

 

 

 

 

 

 

 

 

1,855

 

 

 

16,393

 

Allocation of non-controlling interest
   in Operating Partnership

 

 

 

 

 

 

 

 

3,921

 

 

 

 

 

 

 

 

 

 

 

 

(3,921

)

 

 

 

Balance at June 30, 2022

 

 

90,816,622

 

 

$

908

 

 

$

1,621,288

 

 

$

76,561

 

 

$

(427,851

)

 

$

2,393

 

 

$

168,696

 

 

$

1,441,995

 

A summary of dividends declared by our board of directors per share of common stock and per common unit at the date of record is as follows:

Quarter

 

Declaration Date

 

Record Date

 

Payment Date

 

Dividend (1)

 

Q1 2023

 

April 26, 2023

 

May 11, 2023

 

May 23, 2023

 

$

0.265

 

Q2 2023

 

August 2, 2023

 

August 17, 2023

 

August 29, 2023

 

$

0.265

 

(1)
Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10% of the dividend paid per common unit. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit. Holders of LTIP units that are not subject to the attainment of performance goals are entitled to receive dividends per LTIP unit equal to 100% of the dividend paid per common unit beginning on the grant date.

Offering of Common Stock on a Forward Basis

On August 11, 2021, we completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis. In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the “Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock. On December 28, 2021, we issued 3,991,000 shares of our common stock for net proceeds of $85.0 million, which shares were issued in partial settlement of the Forward Sales Agreements entered into in connection with the underwritten public offering. During the three months ended March 31, 2023, we issued 2,309,000 shares of common stock under the Forward Sale Agreements and received net cash proceeds of approximately $46.8 million. As of June 30, 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.

15

 


 

ATM Programs

We entered into separate equity distribution agreements on each of December 20, 2019 (the “2019 ATM Program”) and June 22, 2021 (the “2021 ATM Program” and, together with the 2019 ATM Program, the “ATM Programs”) with various financial institutions pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $300.0 million under each ATM Program from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under each of the ATM Programs, we may enter into one or more forward transactions (each, a “forward sale transaction”) under separate master forward sale confirmations and related supplemental confirmations with each of the various financial institutions party to the respective ATM Program for the sale of shares of our common stock on a forward basis.

The following table sets forth certain information with respect to issuances under the 2019 ATM Program during the six months ended June 30, 2023 (amounts in thousands except share amounts):

 

 

 

2019 ATM Program

 

For the three months ended

 

Number of Shares Issued(1)

 

 

Net Proceeds(1)

 

March 31, 2023

 

 

250,000

 

 

$

5,562

 

June 30, 2023

 

 

 

 

 

 

Total

 

 

250,000

 

 

$

5,562

 

 

(1)
Shares were all issued in settlement of forward sales transactions. Additionally, as of June 30, 2023, we had entered into forward sales transactions under the 2019 ATM Program for the sale of an additional 1,700,000 shares of our common stock that have not yet been settled. Subject to our right to elect net share settlement, we expect to physically settle the forward sales transactions by the maturity dates set forth in each applicable forward sale transaction placement notice, which dates range from August 2023 to July 2024. Assuming the forward sales transactions are physically settled in full utilizing a net weighted average initial forward sales price of $21.61 per share, we expect to receive net proceeds of approximately $36.7 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction. We accounted for the forward sale transactions as equity.

 

No sales of shares of our common stock were made under the 2021 ATM Program during the six months ended June 30, 2023.

We used the net proceeds received from such sales for general corporate purposes. As of June 30, 2023, we had approximately $300.0 million of gross sales of our common stock available under the 2021 ATM Program and $87.4 million of gross sales of common stock available under the 2019 ATM Program.

Share Repurchase Program

On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 4,538,994 shares of our common stock, or approximately 5% of our outstanding shares as of the authorization date. We are not required to purchase shares under the share repurchase program, but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.

No repurchases of shares of our common stock were made under the share repurchase program during the six months ended June 30, 2023.

Contribution of Property for Common Units

On January 25, 2023, the Operating Partnership issued 12,391 common units and fully settled a contingent earn-out liability in connection with our acquisition of FBI / DEA - El Paso on May 26, 2020. The issuance of the common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act.

10. Earnings Per Share

Basic earnings or loss per share of common stock (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted average shares of common stock outstanding for the periods presented. Diluted EPS is computed after adjusting the basic EPS computation for the effect of dilutive common equivalent shares outstanding during the periods presented. Unvested restricted shares of common stock and unvested LTIP units are considered participating securities, which require the use of the two-class method for the computation of basic and diluted earnings per share.

16

 


 

The following table sets forth the computation of our basic and diluted earnings per share of common stock for the three and six months ended June 30, 2023 and 2022 (amounts in thousands, except per share amounts):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

5,778

 

 

$

8,130

 

 

$

10,192

 

 

$

16,393

 

Less: Non-controlling interest in Operating Partnership

 

 

(675

)

 

 

(933

)

 

 

(1,198

)

 

 

(1,855

)

Net income available to Easterly Government Properties, Inc.

 

 

5,103

 

 

 

7,197

 

 

 

8,994

 

 

 

14,538

 

Less: Dividends on participating securities

 

 

(151

)

 

 

(137

)

 

 

(299

)

 

 

(272

)

Net income available to common stockholders

 

$

4,952

 

 

$

7,060

 

 

$

8,695

 

 

$

14,266

 

Denominator for basic EPS

 

 

93,358,851

 

 

 

90,751,351

 

 

 

92,235,346

 

 

 

90,452,594

 

Dilutive effect of share-based compensation awards

 

 

16,689

 

 

 

13,666

 

 

 

20,448

 

 

 

25,683

 

Dilutive effect of LTIP units (1)

 

 

265,842

 

 

 

318,963

 

 

 

252,857

 

 

 

309,067

 

Dilutive effect of shares issuable under forward sale agreements (2)

 

 

 

 

 

 

 

 

 

 

 

12,303

 

Denominator for diluted EPS

 

 

93,641,382

 

 

 

91,083,980

 

 

 

92,508,651

 

 

 

90,799,647

 

Basic EPS

 

$

0.05

 

 

$

0.08

 

 

$

0.09

 

 

$

0.16

 

Diluted EPS

 

$

0.05

 

 

$

0.08

 

 

$

0.09

 

 

$

0.16

 

 

(1)
During both the three and six months ended June 30, 2023, there were 314,844 unvested performance-based LTIP units that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period. During both the three and six months ended June 30, 2022, there were 338,569 unvested performance-based LTIP units that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period.
(2)
During both the three and six months ended June 30, 2023, there were 1,700,000 shares of underlying unsettled forward sales transactions that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period. During the three and six months ended June 30, 2022, there were 4,259,000 and 2,809,000 shares, respectively, of underlying unsettled forward sales transactions that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period.

11. Leases

Lessor

We lease commercial space to the U.S. Government through the GSA or other federal agencies or nongovernmental tenants. These leases may contain extension options that are predominately at the sole discretion of the tenant. Certain of our leases contain a “soft-term” period of the lease, meaning that the U.S. Government tenant agency has the right to terminate the lease prior to its stated lease end date. While certain of our leases are contractually subject to early termination, we do not believe that our tenant agencies are likely to terminate these leases early given the build-to-suit features at the properties subject to the leases, the weighted average age of these properties based on the date the property was built or renovated-to-suit, where applicable (approximately 19.1 years as of June 30, 2023), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties. Certain lease agreements include variable lease payments that, in the future, will vary based on changes in inflationary measures, real estate tax rates, usage, or share of expenditures of the leased premises.

The following table summarizes the maturity of fixed lease payments under our leases as of June 30, 2023 (amounts in thousands):

 

 

Payments due by period

 

 

 

Total

 

 

2023 (1)

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

Thereafter

 

Fixed lease payments

 

$

2,047,912

 

 

 

108,413

 

 

 

208,581

 

 

 

199,864

 

 

 

193,031

 

 

 

181,497

 

 

 

1,156,526

 

(1)
Represents the six months ending December 31, 2023.

17

 


 

The table below sets forth our composition of lease revenue recognized between fixed and variable components (amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Fixed

 

$

62,969

 

 

$

65,931

 

 

$

125,893

 

 

$

131,378

 

Variable

 

 

4,789

 

 

 

5,225

 

 

 

10,013

 

 

 

10,217

 

Rental income

 

 

67,758

 

 

 

71,156

 

 

 

135,906

 

 

 

141,595

 

Lessee

We lease corporate office space under operating lease arrangements in Washington, D.C. and San Diego, CA. The leases include variable lease payments that, in the future, will vary based on changes in real estate tax rates, usage, or share of expenditures of the leased premises. We have elected not to separate lease and non-lease components for our corporate office leases.

As of June 30, 2023, the unamortized balances associated with our right-of-use operating lease asset and operating lease liability were both $3.3 million. We used our incremental borrowing rate, which was arrived at utilizing prevailing market rates and the spread on our revolving credit facility, in order to determine the net present value of the minimum lease payments.

The following table provides quantitative information for our commenced operating leases (amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Cash flows from operating lease costs

 

$

130

 

 

$

102

 

 

$

261

 

 

$

204

 

In addition, the maturity of fixed lease payments under our commenced corporate office leases as of June 30, 2023 is summarized in the table below (amounts in thousands):

Corporate office leases

 

Payments due by period

 

2023 (1)

 

 

324

 

2024

 

 

768

 

2025

 

 

793

 

2026

 

 

661

 

2027

 

 

368

 

Thereafter

 

 

718

 

Total future minimum lease payments

 

$

3,632

 

Imputed interest

 

 

(375

)

Total

 

$

3,257

 

(1)
Represents the six months ending December 31, 2023.

18

 


 

12. Revenue

The table below sets forth revenue from tenant construction projects and the associated project management income disaggregated by tenant agency for the three and six months ended June 30, 2023 and 2022 (amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

Tenant

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Department of Veteran Affairs (“VA”)

 

$

1,699

 

 

$

203

 

 

$

2,632

 

 

$

302

 

U.S. Joint Staff Command (“JSC”)

 

 

651

 

 

 

164

 

 

 

1,253

 

 

 

456

 

Federal Bureau of Investigation (“FBI”)

 

 

55

 

 

 

619

 

 

 

378

 

 

 

845

 

U.S. Coast Guard (“USCG”)

 

 

62

 

 

 

 

 

 

209

 

 

 

33

 

Department of Transportation (“DOT”)

 

 

16

 

 

 

 

 

 

136

 

 

 

 

Immigration and Customs Enforcement (“ICE”)

 

 

40

 

 

 

 

 

 

111

 

 

 

 

The Judiciary of the U.S. Government (“JUD”)

 

 

106

 

 

 

 

 

 

110

 

 

 

4

 

Federal Emergency Management Agency (“FEMA”)

 

 

70

 

 

 

 

 

 

89

 

 

 

 

Customs and Border Protection (“CBP”)

 

 

3

 

 

 

35

 

 

 

82

 

 

 

155

 

U.S. Citizenship and Immigration Services (“USCIS”)

 

 

30

 

 

 

 

 

 

30

 

 

 

110

 

Bonneville Power Administration (“BPA”)

 

 

14

 

 

 

 

 

 

14

 

 

 

 

National Archives and Records Administration (“NARA”)

 

 

13

 

 

 

 

 

 

13

 

 

 

 

Food and Drug Administration (“FDA”)

 

 

2

 

 

 

 

 

 

11

 

 

 

204

 

Internal Revenue Service (“IRS”)

 

 

1

 

 

 

 

 

 

4

 

 

 

33

 

Department of Labor (“DOL”)

 

 

3

 

 

 

 

 

 

3

 

 

 

 

General Services Administration - Other

 

 

 

 

 

6

 

 

 

 

 

 

6

 

National Park Services (“NPS”)

 

 

 

 

 

1

 

 

 

 

 

 

100

 

Drug Enforcement Agency (“DEA”)

 

 

 

 

 

40

 

 

 

 

 

 

40

 

Occupational Safety and Health Administration (“OSHA”)

 

 

 

 

 

22

 

 

 

 

 

 

68

 

Patent and Trademark Office (“PTO”)

 

 

 

 

 

12

 

 

 

 

 

 

14

 

Health Resources and Services Administration (“HRSA”)

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

$

2,765

 

 

$

1,102

 

 

$

5,075

 

 

$

2,374

 

As June 30, 2023 and December 31, 2022, the balance in Accounts receivable related to tenant construction projects and the associated project management income was $8.2 million and $6.8 million, respectively.

The duration of the majority of tenant construction project reimbursement arrangements is less than a year and payment is typically due once a project is complete and work has been accepted by the tenant. There were no projects on-going as of June 30, 2023 with a duration of greater than one year.

During the three and six months ended June 30, 2023, we recognized $0.1 million and $0.2 million, respectively, in parking garage income generated from the operations of parking garages situated on the Various GSA – Buffalo property and on the Various GSA – Portland property. During both the three and six months ended June 30, 2022, we recognized $0.1 million in parking garage income generated from the operations of parking garages situated on the Various GSA – Buffalo property and on the Various GSA – Portland property. The monthly and transient daily parking revenue falls within the scope of Revenue from Contracts with Customers (“ASC 606”) and is accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. As of both June 30, 2023 and December 31, 2022, the balance in Accounts receivable related to parking garage income was less than $0.1 million.

During both the three and six months ended June 30, 2023, we recognized less than $0.1 million in income for providing COVID-19 related cleaning services to certain tenants. During the three and six months ended June 30, 2022, we recognized less than $0.1 million and $0.1 million, respectively, in income for providing COVID-19 related cleaning services to certain tenants. The income falls within the scope of ASC 606 and is recognized over time as the performance obligation is satisfied. The balance in Accounts receivable related to these services was less than $0.1 million as of both June 30, 2023 and December 31, 2022.

19

 


 

There were no contract assets or liabilities as of June 30, 2023 or December 31, 2022.

13. Concentrations Risk

Concentrations of credit risk arise for us when multiple of our tenants are engaged in similar business activities, are located in the same geographic region or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including obligations owed to us. We regularly monitor our tenant base to assess potential concentrations of credit risk.

As stated in Note 1 above, we lease commercial space to the U.S. Government or non-governmental tenants. At June 30, 2023, the U.S. Government accounted for approximately 98.5% of our total annualized lease income and non-governmental tenants accounted for the remaining approximately 1.5%.

Seventeen of our 86 wholly-owned and unconsolidated operating properties are located in California, accounting for approximately 15.0% of our total leased square feet and approximately 20.0% of our total annualized lease income as of June 30, 2023. To the extent that weak economic or real estate conditions or natural disasters affect California more severely than other areas of the country, our business, financial condition and results of operations could be significantly impacted.

14. Related Parties

We provide asset management services to properties owned by the JV. For the three and six months ended June 30, 2023, we recognized Asset management income of $0.5 million and $1.0 million, respectively. For the three and six months ended June 30, 2022, we recognized Asset management income of $0.3 million and $0.6 million, respectively.

15. Subsequent Events

For our consolidated financial statements as of June 30, 2023, we evaluated subsequent events and noted no significant events.

 

20

 


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “project”, “result”, “seek”, “should”, “target”, “will”, and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

the factors included under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and the factors included under the heading “Risk Factors” in our other public filings;
risks associated with our dependence on the U.S. Government and its agencies for substantially all of our revenues, including credit risk and risk that the U.S. Government reduces its spending on real estate or that it changes its preference away from leased properties;
risks associated with ownership and development of real estate;
the risk of decreased rental rates or increased vacancy rates;
the loss of key personnel;
general volatility of the capital and credit markets and the market price of our common stock;
the risk we may lose one or more major tenants;
difficulties in completing and successfully integrating acquisitions;
failure of acquisitions or development projects to occur at anticipated levels or yield anticipated results;
risks associated with actual or threatened terrorist attacks;
risks associated with our joint venture activities;
intense competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space;
insufficient amounts of insurance or exposure to events that are either uninsured or underinsured;
uncertainties and risks related to adverse weather conditions, natural disasters and climate change;
exposure to liability relating to environmental and health and safety matters;
limited ability to dispose of assets because of the relative illiquidity of real estate investments and the nature of our assets;
exposure to litigation or other claims;
risks associated with breaches of our data security;
risks associated with our indebtedness, including failure to refinance current or future indebtedness on favorable terms, or at all; failure to meet the restrictive covenants and requirements in our existing and new debt agreements, fluctuations in interest rates and increased costs to refinance or issue new debt;
risks associated with derivatives or hedging activity;
risks associated with mortgage debt or unsecured financing or the unavailability thereof, which could make it difficult to finance or refinance properties and could subject us to foreclosure; and

21

 


 

adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and our financial condition and results of operations.

For a further discussion of these and other factors that could affect us and the statements contained herein, see the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as may be supplemented or amended from time to time.

Overview

References to “we,” “our,” “us” and “the Company” refer to Easterly Government Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Easterly Government Properties LP, a Delaware limited partnership, which we refer to herein as the “operating partnership.” We present certain financial information and metrics “at Easterly Share,” which is calculated on an entity-by-entity basis. “At Easterly Share” information, which we also refer to as being “at share,” “pro rata,” “our pro rata share” or “our share” is not, and is not intended to be, a presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We are an internally managed real estate investment trust (“REIT”), focused primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate substantially all of our revenue by leasing our properties to such agencies, either directly or through the U.S. General Services Administration (“GSA”). Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation.

We focus on acquiring, developing and managing U.S. Government-leased properties that are essential to supporting the mission of the tenant agency and strive to be a partner of choice for the U.S. Government, working closely with the tenant agency to meet its needs and objectives. We may also consider other potential opportunities to add properties to our portfolio, including acquiring properties leased to states and local governments with strong creditworthiness. As of June 30, 2023, we wholly owned 78 operating properties and eight operating properties through an unconsolidated joint venture (the “JV”) in the United States encompassing approximately 8.6 million leased square feet (8.1 million pro rata), including 85 operating properties that were leased primarily to U.S. Government tenant agencies and one operating property that was entirely leased to a private tenant. As of June 30, 2023, our operating properties were 98% leased. For purposes of calculating percentage leased, we exclude from the denominator total square feet that was unleased and to which we attributed no value at the time of acquisition. In addition, we wholly owned one property under development that we expect will encompass approximately 0.2 million leased square feet upon completion.

The operating partnership holds substantially all of our assets and conducts substantially all of our business. We are the sole general partner of the operating partnership and owned approximately 88.4% of the aggregate limited partnership interests in the operating partnership, which we refer to herein as common units, as of June 30, 2023. We have elected to be taxed as a REIT and we believe that we have operated and have been organized in conformity with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015.

22

 


 

Operating Properties

As of June 30, 2023, our operating properties were 98% leased with a weighted average annualized lease income per leased square foot of $35.45 ($35.12 pro rata) and a weighted average age of approximately 14.4 years based on the date the property was built or renovated-to-suit, where applicable. We calculate annualized lease income as annualized contractual base rent for the last month in a specified period, plus the annualized straight line rent adjustments for the last month in such period and the annualized net expense reimbursements earned by us for the last month in such period.

The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at June 30, 2023, and it includes properties held by the JV:

Property Name

 

Location

 

Property
Type
(1)

 

Tenant Lease
Expiration
Year
(2)

 

 

Leased
Square

Feet

 

 

Annualized
Lease
 Income

 

 

Percentage
of Total
Annualized
Lease

Income

 

 

Annualized
Lease

Income per
Leased
Square
Foot

 

Wholly Owned U.S. Government Leased Properties

 

 

 

 

 

 

 

VA - Loma Linda

 

Loma Linda, CA

 

OC

 

 

2036

 

 

 

327,614

 

 

$

16,592,268

 

 

 

5.6

%

 

$

50.65

 

USCIS - Kansas City (3)

 

Lee's Summit, MO

 

O/W

 

2024 - 2042

 

 

 

417,033

 

 

 

10,351,371

 

 

 

3.4

%

 

 

24.82

 

JSC - Suffolk

 

Suffolk, VA

 

O

 

 

2028

 

 

 

403,737

 

 

 

8,413,625

 

 

 

2.8

%

 

 

20.84

 

Various GSA - Portland (4)

 

Portland, OR

 

O

 

2023 - 2039

 

 

 

211,955

 

 

 

7,046,661

 

 

 

2.3

%

 

 

33.25

 

Various GSA - Chicago

 

Des Plaines, IL

 

O

 

 

2023

 

 

 

202,185

 

 

 

6,971,858

 

 

 

2.3

%

 

 

34.48

 

FBI - Salt Lake

 

Salt Lake City, UT

 

O

 

 

2032

 

 

 

169,542

 

 

 

6,897,893

 

 

 

2.3

%

 

 

40.69

 

IRS - Fresno

 

Fresno, CA

 

O

 

 

2033

 

 

 

180,481

 

 

 

6,845,720

 

 

 

2.3

%

 

 

37.93

 

Various GSA - Buffalo (5)

 

Buffalo, NY

 

O

 

2025 - 2039

 

 

 

273,678

 

 

 

6,732,092

 

 

 

2.2

%

 

 

24.60

 

VA - San Jose

 

San Jose, CA

 

OC

 

 

2038

 

 

 

90,085

 

 

 

5,765,363

 

 

 

1.9

%

 

 

64.00

 

EPA - Lenexa

 

Lenexa, KS

 

O

 

 

2027

 

 

 

169,585

 

 

 

5,684,120

 

 

 

1.9

%

 

 

33.52

 

PTO - Arlington

 

Arlington, VA

 

O

 

 

2035

 

 

 

190,546

 

 

 

5,339,380

 

 

 

1.8

%

 

 

28.02

 

FBI - San Antonio

 

San Antonio, TX

 

O

 

 

2025

 

 

 

148,584

 

 

 

5,232,467

 

 

 

1.7

%

 

 

35.22

 

FBI - Tampa

 

Tampa, FL

 

O

 

 

2040

 

 

 

138,000

 

 

 

5,177,074

 

 

 

1.7

%

 

 

37.52

 

FDA - Alameda

 

Alameda, CA

 

L

 

 

2039

 

 

 

69,624

 

 

 

4,840,290

 

 

 

1.6

%

 

 

69.52

 

FBI / DEA - El Paso

 

El Paso, TX

 

O/W

 

 

2028

 

 

 

203,683

 

 

 

4,647,160

 

 

 

1.5

%

 

 

22.82

 

FEMA - Tracy

 

Tracy, CA

 

W

 

 

2038

 

 

 

210,373

 

 

 

4,646,120

 

 

 

1.5

%

 

 

22.09

 

FBI - Omaha

 

Omaha, NE

 

O

 

 

2024

 

 

 

112,196

 

 

 

4,451,732

 

 

 

1.5

%

 

 

39.68

 

TREAS - Parkersburg

 

Parkersburg, WV

 

O

 

 

2041

 

 

 

182,500

 

 

 

4,340,447

 

 

 

1.4

%

 

 

23.78

 

DOT - Lakewood

 

Lakewood, CO

 

O

 

 

2039

 

 

 

122,225

 

 

 

4,141,796

 

 

 

1.4

%

 

 

33.89

 

VA - South Bend

 

Mishakawa, IN

 

OC

 

 

2032

 

 

 

86,363

 

 

 

4,136,462

 

 

 

1.4

%

 

 

47.90

 

FDA - Lenexa

 

Lenexa, KS

 

L

 

 

2040

 

 

 

59,690

 

 

 

4,091,806

 

 

 

1.3

%

 

 

68.55

 

FBI - Pittsburgh

 

Pittsburgh, PA

 

O

 

 

2027

 

 

 

100,054

 

 

 

4,037,239

 

 

 

1.3

%

 

 

40.35

 

VA - Mobile

 

Mobile, AL

 

OC

 

 

2033

 

 

 

79,212

 

 

 

3,947,470

 

 

 

1.3

%

 

 

49.83

 

FBI - New Orleans

 

New Orleans, LA

 

O

 

 

2029

 

 

 

137,679

 

 

 

3,926,093

 

 

 

1.3

%

 

 

28.52

 

USCIS - Lincoln

 

Lincoln, NE

 

O

 

 

2025

 

 

 

137,671

 

 

 

3,901,870

 

 

 

1.3

%

 

 

28.34

 

FBI - Knoxville

 

Knoxville, TN

 

O

 

 

2025

 

 

 

99,130

 

 

 

3,577,235

 

 

 

1.2

%

 

 

36.09

 

FBI - Birmingham

 

Birmingham, AL

 

O

 

 

2042

 

 

 

96,278

 

 

 

3,535,446

 

 

 

1.2

%

 

 

36.72

 

EPA - Kansas City

 

Kansas City, KS

 

L

 

 

2043

 

 

 

55,833

 

 

 

3,493,954

 

 

 

1.1

%

 

 

62.58

 

ICE - Charleston

 

North Charleston, SC

 

O

 

 

2027

 

 

 

65,124

 

 

 

3,334,548

 

 

 

1.1

%

 

 

51.20

 

VA - Chico

 

Chico, CA

 

OC

 

 

2034

 

 

 

51,647

 

 

 

3,310,590

 

 

 

1.1

%

 

 

64.10

 

FBI - Richmond

 

Richmond, VA

 

O

 

 

2041

 

 

 

96,607

 

 

 

3,310,029

 

 

 

1.1

%

 

 

34.26

 

USFS II - Albuquerque

 

Albuquerque, NM

 

O

 

 

2026

 

 

 

98,720

 

 

 

3,249,945

 

 

 

1.1

%

 

 

32.92

 

DEA - Sterling

 

Sterling, VA

 

L

 

 

2038

 

 

 

57,692

 

 

 

3,209,041

 

 

 

1.1

%

 

 

55.62

 

 

23

 


 

Property Name

 

Location

 

Property
Type
(1)

 

Tenant Lease
Expiration
Year
(2)

 

 

Leased
Square

Feet

 

 

Annualized
Lease
 Income

 

 

Percentage
of Total
Annualized
Lease

Income

 

 

Annualized
Lease

Income per
Leased
Square
Foot

 

Wholly Owned U.S. Government Leased Properties (Cont.)

 

FBI - Little Rock

 

Little Rock, AR

 

O

 

 

2041

 

 

 

102,377

 

 

 

3,189,062

 

 

 

1.0

%

 

 

31.15

 

USFS I - Albuquerque

 

Albuquerque, NM

 

O

 

 

2026

 

 

 

92,455

 

 

 

3,180,431

 

 

 

1.0

%

 

 

34.40

 

USCIS - Tustin

 

Tustin, CA

 

O

 

 

2034

 

 

 

66,818

 

 

 

3,148,124

 

 

 

1.0

%

 

 

47.11

 

DEA - Vista

 

Vista, CA

 

L

 

 

2035

 

 

 

52,293

 

 

 

3,110,917

 

 

 

1.0

%

 

 

59.49

 

VA - Orange

 

Orange, CT

 

OC

 

 

2034

 

 

 

56,330

 

 

 

2,968,191

 

 

 

1.0

%

 

 

52.69

 

VA - Indianapolis

 

Brownsburg, IN

 

OC

 

 

2041

 

 

 

80,000

 

 

 

2,954,619

 

 

 

1.0

%

 

 

36.93

 

JUD - Del Rio

 

Del Rio, TX

 

C/O

 

 

2024

 

 

 

89,880

 

 

 

2,887,088

 

 

 

0.9

%

 

 

32.12

 

ICE - Albuquerque

 

Albuquerque, NM

 

O

 

 

2027

 

 

 

71,100

 

 

 

2,822,205

 

 

 

0.9

%

 

 

39.69

 

FBI - Mobile

 

Mobile, AL

 

O

 

 

2029

 

 

 

76,112

 

 

 

2,797,577

 

 

 

0.9

%

 

 

36.76

 

DEA - Dallas Lab

 

Dallas, TX

 

L

 

 

2038

 

 

 

49,723

 

 

 

2,774,089

 

 

 

0.9

%

 

 

55.79

 

JUD - El Centro

 

El Centro, CA

 

C/O

 

 

2034

 

 

 

43,345

 

 

 

2,765,592

 

 

 

0.9

%

 

 

63.80

 

DEA - Pleasanton

 

Pleasanton, CA

 

L

 

 

2035

 

 

 

42,480

 

 

 

2,743,024

 

 

 

0.9

%

 

 

64.57

 

DEA - Upper Marlboro

 

Upper Marlboro, MD

 

L

 

 

2037

 

 

 

50,978

 

 

 

2,723,146

 

 

 

0.9

%

 

 

53.42

 

SSA - Charleston

 

Charleston, WV

 

O

 

 

2024

 

 

 

110,000

 

 

 

2,692,983

 

 

 

0.9

%

 

 

24.48

 

FBI - Albany

 

Albany, NY

 

O

 

 

2036

 

 

 

69,476

 

 

 

2,680,474

 

 

 

0.9

%

 

 

38.58

 

USAO - Louisville

 

Louisville, KY

 

O

 

 

2031

 

 

 

60,000

 

 

 

2,538,338

 

 

 

0.8

%

 

 

42.31

 

TREAS - Birmingham

 

Birmingham, AL

 

O

 

 

2029

 

 

 

83,676

 

 

 

2,527,605

 

 

 

0.8

%

 

 

30.21

 

NARA - Broomfield

 

Broomfield, CO

 

O/W

 

 

2032

 

 

 

161,730

 

 

 

2,373,591

 

 

 

0.8

%

 

 

14.68

 

JUD - Charleston

 

Charleston, SC

 

C/O

 

 

2040

 

 

 

52,339

 

 

 

2,337,677

 

 

 

0.8

%

 

 

44.66

 

DEA - Dallas

 

Dallas, TX

 

O

 

 

2041

 

 

 

71,827

 

 

 

2,253,537

 

 

 

0.7

%

 

 

31.37

 

Various GSA - Cleveland (6)

 

Brooklyn Heights, OH

 

O

 

2028 - 2040

 

 

 

61,384

 

 

 

2,250,294

 

 

 

0.7

%

 

 

36.66

 

CBP - Savannah

 

Savannah, GA

 

L

 

 

2033

 

 

 

35,000

 

 

 

2,249,163

 

 

 

0.7

%

 

 

64.26

 

NWS - Kansas City

 

Kansas City, MO

 

O

 

 

2033

 

 

 

94,378

 

 

 

2,142,661

 

 

 

0.7

%

 

 

22.70

 

JUD - Jackson

 

Jackson, TN

 

C/O

 

 

2043

 

 

 

73,397

 

 

 

2,065,187

 

 

 

0.7

%

 

 

28.14

 

DEA - Santa Ana

 

Santa Ana, CA

 

O

 

 

2029

 

 

 

39,905

 

 

 

1,996,277

 

 

 

0.7

%

 

 

50.03

 

DEA - North Highlands

 

Sacramento, CA

 

O

 

 

2033

 

 

 

37,975

 

 

 

1,913,404

 

 

 

0.6

%

 

 

50.39

 

NPS - Omaha

 

Omaha, NE

 

O

 

 

2024

 

 

 

62,772

 

 

 

1,836,520

 

 

 

0.6

%

 

 

29.26

 

VA - Golden

 

Golden, CO

 

O/W

 

 

2026

 

 

 

56,753

 

 

 

1,722,618

 

 

 

0.6

%

 

 

30.35

 

USCG - Martinsburg

 

Martinsburg, WV

 

O

 

 

2027

 

 

 

59,547

 

 

 

1,583,893

 

 

 

0.5

%

 

 

26.60

 

JUD - Aberdeen

 

Aberdeen, MS

 

C/O

 

 

2025

 

 

 

46,979

 

 

 

1,572,610

 

 

 

0.5

%

 

 

33.47

 

GSA - Clarksburg

 

Clarksburg, WV

 

O

 

 

2024

 

 

 

63,750

 

 

 

1,521,309

 

 

 

0.5

%

 

 

23.86

 

VA - Charleston

 

North Charleston, SC

 

W

 

 

2040

 

 

 

97,718

 

 

 

1,472,208

 

 

 

0.5

%

 

 

15.07

 

DEA - Birmingham

 

Birmingham, AL

 

O

 

 

2023

 

 

 

35,616

 

 

 

1,442,564

 

 

 

0.5

%

 

 

40.50

 

DEA - Albany

 

Albany, NY

 

O

 

 

2025

 

 

 

31,976

 

 

 

1,398,185

 

 

 

0.5

%

 

 

43.73

 

USAO - Springfield

 

Springfield, IL

 

O

 

 

2038

 

 

 

43,600

 

 

 

1,381,505

 

 

 

0.5

%

 

 

31.69

 

DEA - Riverside

 

Riverside, CA

 

O

 

 

2032

 

 

 

34,354

 

 

 

1,305,270

 

 

 

0.4

%

 

 

37.99

 

 

24

 


 

 

Property Name

 

Location

 

Property
Type
(1)

 

Tenant Lease
Expiration
Year
(2)

 

 

Leased
Square

Feet

 

 

Annualized
Lease
 Income

 

 

Percentage
of Total
Annualized
Lease

Income

 

 

Annualized
Lease

Income per
Leased
Square
Foot

 

Wholly Owned U.S. Government Leased Properties (Cont.)

 

JUD - Council Bluffs

 

Council Bluffs, IA

 

C/O

 

 

2041

 

 

 

28,900

 

 

 

1,283,504

 

 

 

0.4

%

 

 

44.41

 

SSA - Dallas

 

Dallas, TX

 

O

 

 

2035

 

 

 

27,200

 

 

 

1,056,391

 

 

 

0.3

%

 

 

38.84

 

JUD - South Bend

 

South Bend, IN

 

C/O

 

 

2027

 

 

 

30,119

 

 

 

790,363

 

 

 

0.3

%

 

 

26.24

 

ICE - Louisville

 

Louisville, KY

 

O

 

 

2036

 

 

 

17,420

 

 

 

655,365

 

 

 

0.2

%

 

 

37.62

 

DEA - San Diego

 

San Diego, CA

 

W

 

 

2032

 

 

 

16,100

 

 

 

555,773

 

 

 

0.2

%

 

 

34.52

 

DEA - Bakersfield

 

Bakersfield, CA

 

O

 

 

2038

 

 

 

9,800

 

 

 

486,103

 

 

 

0.2

%

 

 

49.60

 

SSA - San Diego

 

San Diego, CA

 

O

 

 

2032

 

 

 

10,059

 

 

 

442,607

 

 

 

0.1

%

 

 

44.00

 

ICE - Otay

 

San Diego, CA

 

O

 

 

2027

 

 

 

7,434

 

 

 

258,761

 

 

 

0.1

%

 

 

34.81

 

Subtotal

 

 

 

 

 

 

 

 

 

7,550,401

 

 

$

264,029,970

 

 

 

87.0

%

 

$

34.97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholly Owned Privately Leased Property

 

 

 

 

 

 

 

501 East Hunter Street - Lummus Corporation

 

Lubbock, TX

 

W/D

 

 

2028

 

 

 

70,078

 

 

 

411,124

 

 

 

0.1

%

 

 

5.87

 

Subtotal

 

 

 

 

 

 

 

 

 

70,078

 

 

$

411,124

 

 

 

0.1

%

 

$

5.87

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholly Owned Properties Total / Weighted Average

 

 

 

7,620,479

 

 

$

264,441,094

 

 

 

87.1

%

 

$

34.70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated Real Estate Venture U.S. Government Leased Properties

 

 

 

 

VA - Phoenix (7)

 

Phoenix, AZ

 

OC

 

 

2042

 

 

 

257,294

 

 

 

10,649,799

 

 

 

3.5

%

 

 

41.39

 

VA - San Antonio (7)

 

San Antonio, TX

 

OC

 

 

2041

 

 

 

226,148

 

 

 

9,212,310

 

 

 

3.0

%

 

 

40.74

 

VA - Chattanooga (7)

 

Chattanooga, TN

 

OC

 

 

2035

 

 

 

94,566

 

 

 

4,334,944

 

 

 

1.4

%

 

 

45.84

 

VA - Lubbock (7) (8)

 

Lubbock, TX

 

OC

 

 

2040

 

 

 

120,916

 

 

 

4,030,913

 

 

 

1.3

%

 

 

33.34

 

VA - Marietta (7)

 

Marietta, GA

 

OC

 

 

2041

 

 

 

76,882

 

 

 

3,895,813

 

 

 

1.3

%

 

 

50.67

 

VA - Birmingham (7)

 

Irondale, AL

 

OC

 

 

2041

 

 

 

77,128

 

 

 

3,154,679

 

 

 

1.0

%

 

 

40.90

 

VA - Columbus (7)

 

Columbus, GA

 

OC

 

 

2042

 

 

 

67,793

 

 

 

2,898,223

 

 

 

1.0

%

 

 

42.75

 

VA - Lenexa (7)

 

Lenexa, KS

 

OC

 

 

2041

 

 

 

31,062

 

 

 

1,309,621

 

 

 

0.4

%

 

 

42.16

 

Subtotal

 

 

 

 

 

 

 

 

 

951,789

 

 

$

39,486,302

 

 

 

12.9

%

 

$

41.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total / Weighted Average

 

 

 

 

 

 

 

 

 

8,572,268

 

 

$

303,927,396

 

 

 

100.0

%

 

$

35.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total / Weighted Average at Easterly's Share

 

 

 

 

 

 

 

8,124,926

 

 

$

285,368,833

 

 

 

 

 

$

35.12

 

(1)
OC=Outpatient Clinic; O=Office; C=Courthouse; L=Laboratory; W=Warehouse; D=Distribution.
(2)
The year of lease expiration does not include renewal options.
(3)
Private tenants occupy 100,715 leased square feet.
(4)
Private tenants occupy 36,610 leased square feet.
(5)
Private tenants occupy 14,274 leased square feet.
(6)
A private tenant occupies 11,402 leased square feet.
(7)
We own 53.0% of the property through an unconsolidated joint venture.
(8)
Asset is subject to a ground lease where we are the lessee.

25

 


 

Certain of our leases are currently in the “soft-term” period of the lease, meaning that the U.S. Government tenant agency has the right to terminate the lease prior to its stated lease end date. We believe that, from the U.S. Government’s perspective, leases with such provisions are helpful for budgetary purposes. While some of our leases are contractually subject to early termination, we do not believe that our tenant agencies are likely to terminate these leases early given the build-to-suit features at the properties subject to the leases, the weighted average age of these properties based on the date the property was built or renovated-to-suit, where applicable (approximately 19.1 years as of June 30, 2023), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties.

The following table sets forth a schedule of lease expirations for leases in place (including for wholly owned properties and properties held by the JV) as of June 30, 2023:

Year of Lease Expiration (1)

 

Number of
Leases
Expiring

 

 

Leased Square
Footage
Expiring

 

 

Percentage of
Portfolio Leased Square
 Footage Expiring

 

 

Annualized
Lease Income
Expiring

 

 

Percentage
of Total
Annualized
Lease Income
Expiring

 

 

Annualized
Lease Income
per Leased
Square Foot
Expiring

 

2023

 

 

6

 

 

 

268,201

 

 

 

3.1

%

 

$

9,618,413

 

 

 

3.2

%

 

$

35.86

 

2024

 

 

7

 

 

 

473,465

 

 

 

5.5

%

 

 

14,289,502

 

 

 

4.7

%

 

 

30.18

 

2025

 

 

15

 

 

 

631,326

 

 

 

7.4

%

 

 

20,631,405

 

 

 

6.8

%

 

 

32.68

 

2026

 

 

5

 

 

 

294,245

 

 

 

3.4

%

 

 

9,490,733

 

 

 

3.1

%

 

 

32.25

 

2027

 

 

9

 

 

 

506,510

 

 

 

5.9

%

 

 

18,639,271

 

 

 

6.1

%

 

 

36.80

 

2028

 

 

10

 

 

 

778,474

 

 

 

9.1

%

 

 

16,490,650

 

 

 

5.4

%

 

 

21.18

 

2029

 

 

4

 

 

 

337,372

 

 

 

3.9

%

 

 

11,247,552

 

 

 

3.7

%

 

 

33.34

 

2030

 

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

2031

 

 

2

 

 

 

100,502

 

 

 

1.2

%

 

 

4,068,460

 

 

 

1.3

%

 

 

40.48

 

2032

 

 

7

 

 

 

531,001

 

 

 

6.2

%

 

 

16,792,015

 

 

 

5.5

%

 

 

31.62

 

Thereafter

 

 

52

 

 

 

4,651,172

 

 

 

54.3

%

 

 

182,659,395

 

 

 

60.2

%

 

 

39.27

 

Total / Weighted Average

 

 

117

 

 

 

8,572,268

 

 

 

100.0

%

 

$

303,927,396

 

 

 

100.0

%

 

$

35.45

 

 

(1)
The year of lease expiration is pursuant to current contract terms. Some tenants have the right to vacate their space during a specified period, or “soft term,” before the stated terms of their leases expire. As of June 30, 2023, 19 tenants occupying approximately 6.6% of our leased square feet and contributing approximately 6.5% of our annualized lease income have exercisable rights to terminate their lease before the stated term of their respective lease expires.

Information about our development property as of June 30, 2023 is set forth in the table below:

Property Name

 

Location

 

Tenant

 

Property
Type
(1)

 

Lease Term

 

Estimated Leased
Square

Feet

 

FDA - Atlanta

 

Atlanta, GA

 

 Food and Drug Administration

 

L

 

20-year

 

 

 

162,000

 

(1)
L=Laboratory.

26

 


 

Results of Operations

Comparison of Results of Operations for the three months ended June 30, 2023 and 2022

The financial information presented below summarizes our results of operations for the three months ended June 30, 2023 and 2022 (amounts in thousands).

 

 

For the three months ended June 30,

 

 

 

2023

 

 

2022

 

 

Change

 

Revenues

 

 

 

 

 

 

 

 

 

Rental income

 

$

67,758

 

 

$

71,156

 

 

$

(3,398

)

Tenant reimbursements

 

 

2,500

 

 

 

916

 

 

 

1,584

 

Asset management income

 

 

517

 

 

 

317

 

 

 

200

 

Other income

 

 

598

 

 

 

368

 

 

 

230

 

Total revenues

 

 

71,373

 

 

 

72,757

 

 

 

(1,384

)

Expenses

 

 

 

 

 

 

 

 

 

Property operating

 

 

17,629

 

 

 

15,551

 

 

 

2,078

 

Real estate taxes

 

 

7,619

 

 

 

7,851

 

 

 

(232

)

Depreciation and amortization

 

 

22,619

 

 

 

24,343

 

 

 

(1,724

)

Acquisition costs

 

 

444

 

 

 

302

 

 

 

142

 

Corporate general and administrative

 

 

7,024

 

 

 

5,966

 

 

 

1,058

 

Total expenses

 

 

55,335

 

 

 

54,013

 

 

 

1,322

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Income from unconsolidated real estate venture

 

 

1,418

 

 

 

825

 

 

 

593

 

Interest expense, net

 

 

(11,678

)

 

 

(11,439

)

 

 

(239

)

Net income

 

$

5,778

 

 

$

8,130

 

 

$

(2,352

)

Revenues

Total revenues decreased $1.4 million to $71.4 million for the three months ended June 30, 2023 compared to $72.8 million for the three months ended June 30, 2022.

The $3.4 million decrease in Rental income is primarily attributable to a decrease in revenues from the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the three months ended June 30, 2022.

The $1.6 million increase in Tenant reimbursements is primarily attributable to an increase in tenant project reimbursements.

The $0.2 million increase in Asset management income is attributable to the fee we earned for asset management on two operating properties acquired by the JV since June 30, 2022, as well as a full period of operations from two operating properties acquired during the three months ended June 30, 2022.

The $0.2 million increase in Other income is primarily attributable to an increase in project overhead income from our tenant reimbursable projects.

Expenses

Total expenses increased $1.3 million to $55.3 million for the three months ended June 30, 2023 compared to $54.0 million for the three months ended June 30, 2022.

The $2.1 million increase in Property operating expenses is primarily attributable to an increase in reimbursable projects.

The $0.2 million decrease in Real estate taxes is primarily attributable to the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the three months ended June 30, 2022.

The $1.7 million decrease in Depreciation and amortization is also primarily attributable to the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the three months ended June 30, 2022.

27

 


 

The $1.1 million increase in Corporate general and administrative was primarily due to an increase in employee costs.

Income from unconsolidated real estate venture

The $0.6 million increase in Income from unconsolidated real estate venture is primarily attributable to our pro rata share of operations from two operating properties acquired by the JV since June 30, 2022, as well as a full period of operations from two operating properties acquired during the three months ended June 30, 2022.

Interest expense, net

The $0.2 million increase in Interest expense, net is primarily related to higher interest rates on our revolving credit facility.

Comparison of Results of Operations for the six months ended June 30, 2023 and 2022

The financial information presented below summarizes our results of operations for the six months ended June 30, 2023 and 2022 (amounts in thousands).

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

Change

 

Revenues

 

 

 

 

 

 

 

 

 

Rental income

 

$

135,906

 

 

$

141,595

 

 

$

(5,689

)

Tenant reimbursements

 

 

4,575

 

 

 

2,060

 

 

 

2,515

 

Asset management income

 

 

1,034

 

 

 

565

 

 

 

469

 

Other income

 

 

1,078

 

 

 

839

 

 

 

239

 

Total revenues

 

 

142,593

 

 

 

145,059

 

 

 

(2,466

)

Expenses

 

 

 

 

 

 

 

 

 

Property operating

 

 

35,517

 

 

 

31,009

 

 

 

4,508

 

Real estate taxes

 

 

15,087

 

 

 

15,677

 

 

 

(590

)

Depreciation and amortization

 

 

45,700

 

 

 

48,502

 

 

 

(2,802

)

Acquisition costs

 

 

905

 

 

 

664

 

 

 

241

 

Corporate general and administrative

 

 

14,319

 

 

 

11,949

 

 

 

2,370

 

Total expenses

 

 

111,528

 

 

 

107,801

 

 

 

3,727

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Income from unconsolidated real estate venture

 

 

2,820

 

 

 

1,456

 

 

 

1,364

 

Interest expense, net

 

 

(23,693

)

 

 

(22,321

)

 

 

(1,372

)

Net income

 

$

10,192

 

 

$

16,393

 

 

$

(6,201

)

Revenues

Total revenues decreased $2.5 million to $142.6 million for the six months ended June 30, 2023 compared to $145.1 million for the six months ended June 30, 2022.

The $5.7 million decrease in Rental income is primarily attributable to a decrease in revenues from the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the six months ended June 30, 2022.

The $2.5 million increase in Tenant reimbursements is primarily attributable to an increase in tenant project reimbursements.

The $0.5 million increase in Asset management income is attributable to the fee we earned for asset management on two operating properties acquired by the JV since June 30, 2022, as well as a full period of operations from two operating properties acquired during the six months ended June 30, 2022.

The $0.2 million increase in Other income is primarily attributable to an increase in project overhead income from our tenant reimbursable projects.

28

 


 

Expenses

Total expenses increased $3.7 million to $111.5 million for the six months ended June 30, 2023 compared to $107.8 million for the six months ended June 30, 2022.

The $4.5 million increase in Property operating expenses is primarily attributable to an increase in reimbursable projects and an increase in utility costs across the portfolio.

The $0.6 million decrease in Real estate taxes is primarily attributable to the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the six months ended June 30, 2022.

The $2.8 million decrease in Depreciation and amortization is also primarily attributable to the ten properties disposed of since June 30, 2022, offset by the one operating property acquired since June 30, 2022, as well as a full period of operations from the two operating properties acquired during the six months ended June 30, 2022.

The $2.4 million increase in Corporate general and administrative was primarily due to an increase in employee costs.

Income from unconsolidated real estate venture

The $1.4 million increase in Income from unconsolidated real estate venture is primarily attributable to our pro rata share of operations from two operating properties acquired by the JV since June 30, 2022, as well as a full period of operations from two operating properties acquired during the six months ended June 30, 2022.

Interest expense, net

The $1.4 million increase in Interest expense, net is primarily related to higher interest rates on our revolving credit facility.

Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant improvements, planned and possible acquisitions of properties, including the two remaining properties in the portfolio of ten properties anticipated to be acquired through the JV (the “VA Portfolio”), stockholder distributions to maintain our qualification as a REIT, repurchases of common stock under our share repurchase program and other capital obligations associated with conducting our business. At June 30, 2023, we had $21.8 million available in cash and cash equivalents and there was $396.9 million available under our revolving credit facility.

Our primary expected sources of capital are as follows:

cash and cash equivalents;
operating cash flow;
distribution of cash flows from the JV;
available borrowings under our revolving credit facility;
issuance of long-term debt;
issuance of equity, including under our ATM Programs (as described below); and
asset sales.

Our short-term liquidity requirements consist primarily of funds to pay for the following:

development and redevelopment activities, including major redevelopment, renovation or expansion programs at individual properties;
property acquisitions under contract, including our pro rata share of the two remaining VA Portfolio properties;
tenant improvements, allowances and leasing costs;

29

 


 

recurring maintenance and capital expenditures;
debt repayment requirements;
corporate and administrative costs;
interest payments on our outstanding indebtedness;
interest swap payments;
distribution payments; and
repurchases of common stock under our share repurchase program.

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. Although we may be able to anticipate and plan for certain of our liquidity needs, unexpected increases in uses of cash that are beyond our control and which affect our financial condition and results of operations may arise, or our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or required. As of the date of this filing, there were no known commitments or events that would have a material impact on our liquidity.

Equity

Offering of Common Stock on a Forward Basis

On August 11, 2021, we completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis. In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the “Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock. On December 28, 2021, we issued 3,991,000 shares of our common stock for net proceeds of $85.0 million, which shares were issued in partial settlement of the Forward Sales Agreements entered into in connection with the underwritten public offering. During the three months ended March 31, 2023, we issued 2,309,000 shares of common stock under the Forward Sale Agreements and received net cash proceeds of approximately $46.8 million. As of June 30, 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.

ATM Programs

We entered into separate equity distribution agreements on each of December 20, 2019 (the “2019 ATM Program”) and June 22, 2021 (the “2021 ATM Program” and, together with the 2019 ATM Program, the “ATM Programs”) with various financial institutions pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $300.0 million under each ATM Program from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. Under each of the ATM Programs, we may enter into one or more forward transactions (each, a “forward sale transaction”) under separate master forward sale confirmations and related supplemental confirmations with each of the various financial institutions party to the respective ATM Program for the sale of shares of our common stock on a forward basis.

The following table sets forth certain information with respect to issuances under the 2019 ATM Program during the six months ended June 30, 2023 (amounts in thousands, except share amounts):

 

 

2019 ATM Program

 

For the three months ended

 

Number of Shares Issued(1)

 

 

Net Proceeds(1)

 

March 31, 2023

 

 

250,000

 

 

$

5,562

 

June 30, 2023

 

 

 

 

 

 

Total

 

 

250,000

 

 

$

5,562

 

(1)
Shares issued by us, which were all issued in settlement of forward sales transactions. Additionally, as of June 30, 2023, we had entered into forward sales transactions under the 2019 ATM Program for the sale of an additional 1,700,000 shares of our common stock that have not yet been settled. Subject to our right to elect net share settlement, we expect to physically settle the forward sales transactions by the maturity dates set forth in each applicable forward sale transaction placement notice, which dates range from August 2023 to July 2024. Assuming the forward sales transactions are physically settled in full utilizing a net weighted average initial forward sales price of $21.61 per share, we expect to receive net proceeds of

30

 


 

approximately $36.7 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction. We accounted for the forward sale transactions as equity.

No sales of shares of our common stock were made under the 2021 ATM Program during the six months ended June 30, 2023.

We used the net proceeds received from such sales for general corporate purposes. As of June 30, 2023, we had approximately $300.0 million of gross sales of our common stock available under the 2021 ATM Program and $87.4 million of gross sales of our common stock available under the 2019 ATM Program.

Share Repurchase Program

On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 4,538,994 shares of our common stock, or approximately 5% of our outstanding shares as of the authorization date. We are not required to purchase shares under the share repurchase program but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.

No repurchases of shares of our common stock were made under the share repurchase program during the six months ended June 30, 2023.

31

 


 

Debt

Indebtedness Outstanding

The following table sets forth certain information with respect to our outstanding indebtedness as of June 30, 2023 (amounts in thousands):

 

 

Principal Outstanding

 

 

Interest

 

Current

 

Loan

 

June 30, 2023

 

 

Rate (1)

 

Maturity

 

Revolving credit facility:

 

 

 

 

 

 

 

 

Revolving credit facility (2)

 

$

53,000

 

 

S + 135 bps (3)

 

July 2025 (4)

 

Total revolving credit facility

 

 

53,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term loan facilities:

 

 

 

 

 

 

 

 

2016 term loan facility

 

 

100,000

 

 

2.72% (6)

 

March 2024

 

2018 term loan facility (5)

 

 

150,000

 

 

5.42% (7)

 

July 2026

 

Total term loan facilities

 

 

250,000

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(821

)

 

 

 

 

 

Total term loan facilities, net

 

 

249,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable:

 

 

 

 

 

 

 

 

2017 series A senior notes

 

 

95,000

 

 

4.05%

 

May 2027

 

2017 series B senior notes

 

 

50,000

 

 

4.15%

 

May 2029

 

2017 series C senior notes

 

 

30,000

 

 

4.30%

 

May 2032

 

2019 series A senior notes

 

 

85,000

 

 

3.73%

 

September 2029

 

2019 series B senior notes

 

 

100,000

 

 

3.83%

 

September 2031

 

2019 series C senior notes

 

 

90,000

 

 

3.98%

 

September 2034

 

2021 series A senior notes

 

 

50,000

 

 

2.62%

 

October 2028

 

2021 series B senior notes

 

 

200,000

 

 

2.89%

 

October 2030

 

Total notes payable

 

 

700,000

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(3,710

)

 

 

 

 

 

Total notes payable, net

 

 

696,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage notes payable:

 

 

 

 

 

 

 

 

VA – Golden

 

 

8,546

 

 

5.00% (8)

 

April 2024

 

USFS II – Albuquerque

 

 

12,541

 

 

4.46% (8)

 

July 2026

 

ICE – Charleston

 

 

12,727

 

 

4.21% (8)

 

January 2027

 

VA – Loma Linda

 

 

127,500

 

 

3.59% (8)

 

July 2027

 

CBP – Savannah

 

 

9,972

 

 

3.40% (8)

 

July 2033

 

USCIS – Kansas City

 

 

51,500

 

 

3.68% (8)

 

August 2024

 

Total mortgage notes payable

 

 

222,786

 

 

 

 

 

 

Less: Total unamortized deferred financing fees

 

 

(1,172

)

 

 

 

 

 

Less: Total unamortized premium/discount

 

 

1,097

 

 

 

 

 

 

Total mortgage notes payable, net

 

 

222,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

$

1,221,180

 

 

 

 

 

 

(1)
At June 30, 2023, the USD SOFR with a five day lookback (“S”) was 5.06%. 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 each of our $450.0 million senior unsecured revolving credit facility (our “revolving credit facility”), our $200.0 million senior unsecured term loan facility (as amended, our “2018 term loan facility”) and our $100.0 million senior unsecured term loan facility (our “2016 term loan facility”) is based on our consolidated leverage ratio, as defined in the respective loan agreements.
(2)
Our revolving credit facility had available capacity of $396.9 million at June 30, 2023 with an accordion feature that permits us to request additional lender commitments for up to $250.0 million of additional capacity, subject to the satisfaction of customary terms and conditions.
(3)
Entered into one interest rate swap with an effective date of June 23, 2023 with a notional value of $100.0 million, of which $50.0 million is associated with our revolving credit facility, to effectively fix the interest rate at 5.36% annually, based on our consolidated leverage ratio, as defined in our revolving credit facility agreement.

32

 


 

(4)
Our revolving credit facility has two six-month as-of-right extension options subject to certain conditions and the payment of an extension fee.
(5)
Our 2018 term loan facility has undrawn capacity up to $50.0 million of which is available during a delayed draw period.
(6)
Entered into two interest rate swaps with an effective date of March 29, 2017 with an aggregate notional value of $100.0 million to effectively fix the interest rate at 2.72% annually, based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement. We transitioned the two interest rate swaps from LIBOR to SOFR effective November 29, 2022.
(7)
Entered into two interest rate swaps with an effective date of June 23, 2023 with an aggregate notional value of $200.0 million, of which $150.0 million is associated with our 2018 term loan facility, to effectively fix the interest rate at 5.42% annually, based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.
(8)
Effective interest rates are as follows: VA – Golden 5.03%, USFS II – Albuquerque 3.92%, ICE – Charleston 3.93%, VA – Loma Linda 3.78%, CBP – Savannah 4.12%, USCIS – Kansas City 2.05%.

On January 26, 2023, we used $15.7 million of available cash to extinguish the mortgage note obligation on DEA – Pleasanton.

On February 3, 2023, we entered into three SOFR-based interest rate swaps each with a notional value of $100.0 million that were designated as cash flow hedges of interest rate risk. Two of the interest rate swaps, with an aggregate notional value of $200.0 million, became effective in June 2023. The third swap, with a notional value of $100.0 million, will become effective when our existing swaps mature in September 2023. For more information on our interest rate swaps, see Note 6 to the Consolidated Financial Statements.

On May 30, 2023, we entered into the third amendment to our second amended and restated credit agreement, dated as of July 23, 2021 and into the sixth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016. These amendments added a daily simple SOFR-based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S. dollars for all purposes under the credit and term loan agreements, including, in each case, a credit spread adjustment of 0.10%.

On July 20, 2023, we drew the full $50.0 million delayed draw on our 2018 term loan facility and transferred $50.0 million of our interest rate swap with a notional value of $100.0 million, from our revolving credit facility to the $50.0 million delayed draw.

Our revolving credit facility, term loan facilities, notes payable, and mortgage notes payable are subject to ongoing compliance with a number of financial and other covenants. As of June 30, 2023, we were in compliance with all applicable financial covenants.

The chart below details our debt capital structure as of June 30, 2023 (dollar amounts in thousands):

Debt Capital Structure

 

June 30, 2023

 

Total principal outstanding

 

$

1,225,786

 

Weighted average maturity

 

5.2 years

 

Weighted average interest rate

 

 

3.8

%

% Variable debt

 

 

0.2

%

% Fixed debt (1)

 

 

99.8

%

% Secured debt

 

 

18.2

%

(1)
Our 2016 term loan facility, 2018 term loan facility and $50 million of our revolving credit facility are swapped to be fixed and as such are included as fixed rate debt in the table above.

Material Cash Commitments

During the six months ended June 30, 2023, there were no material changes to the cash commitment information presented in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022.

Unconsolidated Real Estate Venture

We consolidate entities in which we have a controlling interest or are the primary beneficiary in a variable interest entity. From time to time, we may have off-balance sheet unconsolidated real estate ventures and other unconsolidated arrangements with varying structures.

33

 


 

As of June 30, 2023, we have invested $268.6 million in the JV. As of June 30, 2023, we committed capital, net of return of over committed capital, to the JV totaling $274.1 million and have a remaining capital commitment of $64.2 million. None of the properties owned by the JV are encumbered by mortgage indebtedness.

For a more complete description of the JV, see Note 4 to the Consolidated Financial Statements.

Dividend Policy

In order to qualify as a REIT, we are required to distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We anticipate distributing all of our taxable income. We expect to make quarterly distributions to our stockholders in a manner intended to satisfy this requirement. Prior to making any distributions for U.S. federal tax purposes or otherwise, we must first satisfy our operating and debt service obligations. It is possible that it would be necessary to utilize cash reserves, liquidate assets at unfavorable prices or incur additional indebtedness in order to make required distributions. It is also possible that our board of directors could decide to make required distributions in part by using shares of our common stock.

A summary of dividends declared by the board of directors per share of common stock and per common unit at the date of record is as follows:

Quarter

 

Declaration Date

 

Record Date

 

Payment Date

 

Dividend (1)

 

Q1 2023

 

April 26, 2023

 

May 11, 2023

 

May 23, 2023

 

$

0.265

 

Q2 2023

 

August 2, 2023

 

August 17, 2023

 

August 29, 2023

 

$

0.265

 

(1)
Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10% of the dividend paid per common unit. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit. Holders of LTIP units that are not subject to the attainment of performance goals are entitled to receive dividends per LTIP unit equal to 100% of the dividend paid per common unit beginning on the grant date.

Inflation

Substantially all of our leases provide for operating expense escalations. We believe inflationary increases in expenses may be at least partially offset by the operating expenses that are passed through to our tenants and by contractual rent increases. We do not believe inflation has had a material impact on our historical financial position or results of operations.

Cash Flows

The following table sets forth a summary of cash flows for the six months ended June 30, 2023 and 2022 (amounts in thousands):

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

Net cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

59,052

 

 

$

64,354

 

Investing activities

 

 

(20,967

)

 

 

(147,028

)

Financing activities

 

 

(33,573

)

 

 

80,575

 

Operating Activities

We generated $59.1 million and $64.4 million of cash from operating activities during the six months ended June 30, 2023 and 2022, respectively. Net cash provided by operating activities for the six months ended June 30, 2023 includes $51.1 million in net cash from rental activities net of expenses, $5.9 million related to distributions from investment in unconsolidated real estate venture and $2.1 million related to the change in tenant accounts receivable, prepaid expenses and other assets, deferred revenue associated with operating leases, principal payments on operating lease obligations, and accounts payable, accrued expenses and other liabilities. Net cash provided by operating activities for the six months ended June 30, 2022 includes $62.6 million in net cash from rental activities net of expenses and $3.4 million related to distributions from investment in unconsolidated real estate venture, offset by $1.6 million related to the change in tenant accounts receivable, prepaid expenses and other assets, deferred revenue associated with operating leases, principal payments on operating lease obligations, and accounts payable, accrued expenses and other liabilities.

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Investing Activities

We used $21.0 million and $147.0 million in cash for investing activities during the six months ended June 30, 2023 and 2022, respectively. Net cash used in investing activities for the six months ended June 30, 2023 includes $12.1 million in additions to operating properties and $9.0 million in additions to development properties, offset by $0.1 million in real estate acquisitions and deposits. Net cash used in investing activities for the six months ended June 30, 2022 includes $78.8 million in real estate acquisitions and deposits, $52.7 million in investment in unconsolidated real estate venture, $10.9 million in additions to operating properties and $4.9 million in additions to development properties, offset by $0.3 million in distributions of capital from unconsolidated real estate venture.

Financing Activities

We used $33.6 million and generated $80.6 million in cash from financing activities during the six months ended June 30, 2023 and 2022, respectively. Net cash used in financing activities for the six months ended June 30, 2023 includes $55.6 million in dividend payments, $17.8 million in mortgage notes payable repayment, $12.5 million in net pay downs under our revolving credit facility and $0.1 million in the payment of offering costs, offset by $52.4 million in gross proceeds from issuance of shares of our common stock. Net cash generated by financing activities for the six months ended June 30, 2022 includes $128.3 million in net draws under our revolving credit facility and $9.5 million in gross proceeds from issuances of shares of our common stock, offset by $54.4 million in dividend payments, $2.6 million in mortgage notes payable repayment and $0.1 million in the payment of offering costs.

Non-GAAP Financial Measures

We use and present Funds From Operations (“FFO”), Core FFO and FFO, as Adjusted as supplemental measures of our performance. The summary below describes our use of FFO, Core FFO and FFO, as Adjusted, provides information regarding why we believe these measures are meaningful supplemental measures of our performance and reconciles these measures from net income, presented in accordance with GAAP.

35

 


 

Funds From Operations and Funds From Operations, as Adjusted

FFO is a supplemental measure of our performance. We present FFO calculated in accordance with the current National Association of Real Estate Investment Trusts (“Nareit”) definition set forth in the Nareit FFO White Paper – Restatement 2018. FFO includes the REIT’s share of FFO generated by unconsolidated affiliates. In addition, we present Core FFO and FFO, as Adjusted for certain other adjustments that we believe enhance the comparability of our FFO across periods and to the FFO reported by other publicly traded REITs. FFO is a supplemental performance measure that is commonly used in the real estate industry to assist investors and analysts in comparing results of REITs.

FFO is defined by Nareit as net income (calculated in accordance with GAAP), excluding:

Depreciation and amortization related to real estate.
Gains and losses from the sale of certain real estate assets.
Gains and losses from change in control.
Impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

We present FFO because we consider it an important supplemental measure of our operating performance, and we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results.

We adjust FFO to present Core FFO as an alternative measure of our operating performance, which, when applicable, excludes items which we believe are not representative of ongoing operating results, such as liability management related costs (including losses on extinguishment of debt and modification costs), catastrophic event charges, depreciation of non-real estate assets, and the unconsolidated real estate venture's allocated share of these adjustments. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results. We believe Core FFO more accurately reflects the ongoing operational and financial performance of our core business.

We adjust FFO to present FFO, as Adjusted as an alternative measure of our operating performance, which, when applicable, excludes the impact of losses on extinguishment of debt, depreciation of non-real estate assets, acquisition costs, straight-line rent and other non-cash adjustments, amortization of deferred revenue (which results from landlord assets funded by tenants), non-cash interest expense, non-cash compensation, amortization of above-/below-market leases, and the unconsolidated real estate venture’s allocated share of these adjustments. By excluding these income and expense items from FFO, as Adjusted, we believe we provide useful information as these items have no cash impact. In addition, by excluding acquisition related costs, we believe FFO, as Adjusted provides useful information that is comparable across periods and more accurately reflects the operating performance of our properties.

FFO, Core FFO and FFO, as Adjusted are presented as supplemental financial measures and do not fully represent our operating performance. Other REITs may use different methodologies for calculating FFO, Core FFO and FFO, as Adjusted or use other definitions of FFO, Core FFO and FFO, as Adjusted and, accordingly, our presentation of these measures may not be comparable to other REITs. Neither FFO, Core FFO nor FFO, as Adjusted are intended to be a measure of cash flow or liquidity. Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations and cash flows.

36

 


 

The following table sets forth a reconciliation of our net income to FFO, Core FFO and FFO, as Adjusted for the three and six months ended June 30, 2023 and 2022 (amounts in thousands):

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

5,778

 

 

$

8,130

 

 

$

10,192

 

 

$

16,393

 

Depreciation of real estate assets

 

 

22,368

 

 

 

24,096

 

 

 

45,199

 

 

 

48,008

 

Unconsolidated real estate venture allocated share of above adjustments

 

 

1,875

 

 

 

1,127

 

 

 

3,750

 

 

 

2,005

 

FFO

 

 

30,021

 

 

 

33,353

 

 

 

59,141

 

 

 

66,406

 

Adjustments to FFO:

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

14

 

 

 

 

Natural disaster event expense, net of recovery

 

 

(22

)

 

 

4

 

 

 

78

 

 

 

9

 

Depreciation of non-real estate assets

 

 

251

 

 

 

247

 

 

 

501

 

 

 

494

 

Unconsolidated real estate venture allocated share of above adjustments

 

 

17

 

 

 

16

 

 

 

33

 

 

 

32

 

Core FFO

 

 

30,267

 

 

 

33,620

 

 

 

59,767

 

 

 

66,941

 

Adjustments to Core FFO:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition costs

 

 

444

 

 

 

302

 

 

 

905

 

 

 

664

 

Straight-line rent and other non-cash adjustments

 

 

(902

)

 

 

451

 

 

 

(1,365

)

 

 

(531

)

Amortization of above-/below-market leases

 

 

(676

)

 

 

(743

)

 

 

(1,376

)

 

 

(1,604

)

Amortization of deferred revenue

 

 

(1,622

)

 

 

(1,443

)

 

 

(3,106

)

 

 

(2,841

)

Non-cash interest expense

 

 

244

 

 

 

235

 

 

 

488

 

 

 

460

 

Non-cash compensation

 

 

1,299

 

 

 

1,637

 

 

 

2,967

 

 

 

3,266

 

Natural disaster event expense, net of recovery

 

 

22

 

 

 

(4

)

 

 

(78

)

 

 

(9

)

Unconsolidated real estate venture allocated share of above adjustments

 

 

43

 

 

 

(394

)

 

 

(70

)

 

 

(709

)

FFO, as Adjusted

 

$

29,119

 

 

$

33,661

 

 

$

58,132

 

 

$

65,637

 

Critical Accounting Estimates

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 these estimates, judgments, and assumptions on historical experience, current trends, and various other factors that we believe to be reasonable under the circumstances. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements.

Our Annual Report on Form 10-K for the year ended December 31, 2022 contains a discussion of our significant accounting policies, which utilize relevant critical accounting estimates. During the six months ended June 30, 2023, there were no material changes to the discussion of our significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

37

 


 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Our primary market risk results from our indebtedness, which bears interest at both fixed and variable rates. We manage and may continue to manage our market risk on variable rate debt by entering into swap arrangements to, in effect, fix the rate on all or a portion of the debt for varying periods up to maturity. This in turn, reduces the risks of variability of cash flows created by variable rate debt and mitigates the risk of increases in interest rates. Our objective when undertaking such arrangements is to reduce our floating rate exposure and we do not intend to enter into hedging arrangements for speculative purposes. For more information on our interest rate swaps, see Note 6 to the Consolidated Financial Statements.

As of June 30, 2023, $1.2 billion, or 99.8% of our debt, excluding unamortized premiums and discounts, had fixed interest rates and $3.0 million, or 0.2% had variable interest rates. If market rates of interest on our variable rate debt fluctuate by 25 basis points, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows, by less than $0.1 million annually.

As of June 30, 2023, each of the agreements governing our variable rate debt have been transitioned to SOFR.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by the Exchange Act, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a -15(e) and Rule 15d-15 of the Exchange Act, as of June 30, 2023. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

We are not currently involved in any material litigation nor, to our knowledge, is any material litigation currently threatened against us.

Item 1A. Risk Factors

Except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

38

 


 

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

39

 


 

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q:

Exhibit

 

Exhibit Description

 

 

 

    3.1

 

Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

 

 

 

    3.2

 

Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

 

 

 

    3.3

 

First Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on February 27, 2019 and incorporated herein by reference)

 

    3.4

 

Second Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on May 20, 2021 and incorporated herein by reference)

 

 

 

    4.1

 

Specimen Certificate of Common Stock of Easterly Government Properties, Inc. (previously filed as Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)

 

 

 

   10.1

 

Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 30, 2023, by and among Easterly Government Properties, Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on June 2, 2023 and incorporated herein by reference)

 

 

 

   10.2

 

Sixth Amendment to Term Loan Agreement, dated as of May 30, 2023, by and among Easterly Government Properties, Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on June 2, 2023 and incorporated herein by reference)

 

 

 

  31.1*

 

Certification of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

  31.2*

 

Certification of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

  32.1**

 

Certification of Chief Executive Officer and Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended

 

 

 

101.INS*

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104*

 

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

 

 

 

* Filed herewith

** Furnished herewith

 

 

 

40

 


 

SIGNATURES

Pursuant to the requirements 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.

 

 

Easterly Government Properties, Inc.

 

 

 

Date: August 8, 2023

 

/s/ William C. Trimble, III

 

 

William C. Trimble, III

 

 

Chief Executive Officer and President

(Principal Executive Officer)

 

 

 

Date: August 8, 2023

 

/s/ Meghan G. Baivier

 

 

Meghan G. Baivier

 

 

Executive Vice President, Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer)