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Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Equity

7. Equity

The following table summarizes the changes in the Company’s stockholders’ equity for the three months ended March 31, 2020 and 2019 (amounts in thousands, except share amounts):

 

 

Shares

 

 

 

 

Common

Stock

Par

Value

 

 

 

 

Additional

Paid-in

Capital

 

 

 

 

Retained

Earnings

(Deficit)

 

 

 

 

Cumulative

Dividends

 

 

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

 

 

Non-

controlling

Interest in

Operating

Partnership

 

 

Total

Equity

 

Three months ended March 31, 2020

 

Balance at December 31, 2019

 

 

74,832,292

 

 

 

 

$

748

 

 

 

 

$

1,257,319

 

 

 

 

$

20,004

 

 

 

 

$

(210,760

)

 

 

 

$

(4,690

)

 

 

 

$

137,220

 

 

$

1,199,841

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

776

 

 

 

1,000

 

Dividends and distributions paid

   ($0.26 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,516

)

 

 

 

 

 

 

 

 

 

(2,570

)

 

 

(22,086

)

Grant of unvested restricted stock

 

 

2,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common units for

   shares of common stock

 

 

42,000

 

 

 

 

 

1

 

 

 

 

 

596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(597

)

 

 

 

Issuance of common stock

 

 

200,000

 

 

 

 

 

2

 

 

 

 

 

4,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,825

 

Contribution of Property for

   common units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,550

 

 

 

21,550

 

Unrealized loss on interest rate swaps,

   net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,586

)

 

 

 

 

(1,260

)

 

 

(9,846

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

221

 

 

 

1,918

 

Allocation of non-controlling interest

   in Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

7,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,796

)

 

 

 

Balance at March 31, 2020

 

 

75,077,197

 

 

 

 

$

751

 

 

 

 

$

1,270,758

 

 

 

 

$

21,701

 

 

 

 

$

(230,276

)

 

 

 

$

(13,276

)

 

 

 

$

147,544

 

 

$

1,197,202

 

Three months ended March 31, 2019

 

Balance at December 31, 2018

 

 

60,849,206

 

 

 

 

$

608

 

 

 

 

$

1,017,415

 

 

 

 

$

12,831

 

 

 

 

$

(139,103

)

 

 

 

$

2,412

 

 

 

 

$

131,090

 

 

$

1,025,253

 

Cumulative effect adjustment related

   to adoption of Leases (Topic 842)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(34

)

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

551

 

 

 

734

 

Dividends and distributions paid

   ($0.26 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,841

)

 

 

 

 

 

 

 

 

 

(2,592

)

 

 

(18,433

)

Grant of unvested restricted stock

 

 

57,121

 

 

 

 

 

1

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redemption of common units for

   shares of common stock

 

 

33,125

 

 

 

 

 

 

 

 

 

 

493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(493

)

 

 

 

Issuance of common stock

 

 

7,066,455

 

 

 

 

 

71

 

 

 

 

 

125,653

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

125,724

 

Unrealized loss on interest rate

    swaps, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,631

)

 

 

 

 

(386

)

 

 

(3,017

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(416

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(65

)

 

 

(481

)

Allocation of non-controlling interest

   in Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

(15,805

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,805

 

 

 

 

Balance at March 31, 2019

 

 

68,005,907

 

 

 

 

$

680

 

 

 

 

$

1,127,938

 

 

 

 

$

12,381

 

 

 

 

$

(154,944

)

 

 

 

$

(219

)

 

 

 

$

143,910

 

 

$

1,129,746

 

On January 3, 2020, the Company granted an aggregate of 146,199 performance-based long-term incentive plan units in the Operating Partnership (“LTIP units”) to members of management pursuant to the Easterly Government Properties, Inc. 2015 Equity Incentive Plan, as amended (the “2015 Equity Incentive Plan”), consisting of (i) 81,693 LTIP units that are subject to the Company achieving certain total shareholder return performance thresholds (on both an absolute and a relative basis) and (ii) 64,506 LTIP units that are subject to the Company achieving certain operational performance hurdles, in each case through a performance period ending on December 31, 2022. Fifty percent of the LTIP units that are subject to the Company’s total shareholder return performance will vest when earned following the end of the performance period and 50% of the earned award will vest on January 2, 2024, subject to the grantee’s continued employment and the other terms of the awards. All of the LTIP units subject to the Company’s operational performance will vest when earned. On January 3, 2020, the Company also granted an aggregate of 89,242 service-based LTIP units to members of management pursuant to the 2015 Equity Incentive Plan, which will vest on December 31, 2022, subject to the grantee’s continued employment and the other terms of the awards.

On March 23, 2020, the Company issued an aggregate of 2,905 shares of restricted common stock to certain employees pursuant to the 2015 Equity Incentive Plan. The shares of restricted common stock will vest upon the second anniversary of the grant date so long as the grantee remains an employee of the Company on such date.

A summary of the Company’s shares of restricted common stock and LTIP unit awards at March 31, 2020 is as follows:

 

 

Restricted Shares

 

 

Restricted

Shares Weighted

Average Grant

Date Fair Value

Per Share

 

 

LTIP Units (1)

 

 

LTIP Units

Weighted

Average Grant

Date Fair Value

Per Share

 

Outstanding, December 31, 2019

 

 

92,197

 

 

$

17.55

 

 

 

284,471

 

 

$

18.66

 

Granted

 

 

2,905

 

 

 

23.06

 

 

 

235,441

 

 

 

21.17

 

Vested

 

 

 

 

 

 

 

 

(27,732

)

 

 

18.34

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, March 31, 2020

 

 

95,102

 

 

$

17.72

 

 

 

492,180

 

 

$

19.88

 

 

(1)

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

The Company recognized $1.0 million in compensation expense related to its shares of restricted common stock and the LTIP unit awards for the three months ended March 31, 2020. As of March 31, 2020, unrecognized compensation expense for both sets of awards was $7.7 million, which will be amortized over the applicable vesting period.

A summary of dividends declared by the Company’s 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 2020

 

April 29, 2020

 

May 14, 2020

 

June 25, 2020

 

$

0.26

 

 

(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.

ATM Programs

On March 4, 2019, the Company entered into separate equity distribution agreements with each of Citigroup Global Markets Inc., BMO Capital Markets Corp., BTIG, LLC, Capital One Securities, Inc., Jefferies LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (collectively, the “Sales Agents”) pursuant to which it may issue and sell shares of its common stock having an aggregate offering price of up to $200.0 million from time to time (the “March 2019 ATM Program”) 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 the March 2019 ATM Program, the Company may also 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 Citibank, N.A., Bank of Montreal, Jefferies

LLC, Raymond James & Associates, Inc., Royal Bank of Canada and Wells Fargo Bank, National Association (collectively, the “Forward Counterparties”) for the sale of shares of its common stock on a forward basis.

On December 20, 2019, the Company entered into separate new equity distribution agreements with each of the Sales Agents pursuant to which it may issue and sell shares of its common stock having an aggregate offering price of up to $300.0 million from time to time (the “December 2019 ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act.  Under the December 2019 ATM Program, the Company may also enter into one or more forward transactions under separate master forward sale confirmations and related supplemental confirmations with each of the Forward Counterparties for the sale of shares of its common stock on a forward basis. No sales of shares of the Company’s common stock were made under the December 2019 ATM Program during the three months ended March 31, 2020.

The following table sets forth certain information with respect to sales made under the March 2019 ATM Program as of March 31, 2020 (amounts in thousands except share amounts):

 

 

 

March 2019 ATM Program

 

For the Three Months Ended:

 

Number of Shares Sold(1)

 

 

Net Proceeds(1)

 

March 31, 2020

 

 

200,000

 

 

$

4,835

 

 

(1)

As of March 31, 2020, the Company had entered into forward sales transactions under the March 2019 ATM Program for the sale of an additional 3,402,100 shares of its common stock that have not yet been settled. Subject to its right to elect net share settlement, the Company expects to physically settle the forward sales transactions by certain dates between November 2020 and March 2021. Assuming the forward sales transactions are physically settled in full utilizing a net weighted average initial forward sales price of $22.91 per share, the Company expects to receive net proceeds of approximately $78.0 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction. The Company accounted for the forward sale agreements as equity.

 

The Company used the net proceeds received from such sales for general corporate purposes. As of March 31, 2020, the Company had approximately $99.0 million and $300.0 million of gross sales of its common stock available under the March 2019 ATM Program and the December 2019 ATM Program, respectively.

 

Contribution of Property for Common Units

On March 26, 2020, the Company acquired FBI / DEA – El Paso for which it paid, as partial consideration, 870,730 common units. 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. In connection with this acquisition, the Company entered into a tax protection agreement, under which it agreed to indemnify the contributors for any taxes incurred as a result of a taxable sale of such property for a period of four years. The Company also agreed in the tax protection agreement with the contributors to use the “traditional method” of making allocations under Section 704(c) of the Code for the four-year period.