UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact Name of Registrant as Specified in Its Charter)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging growth company |
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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 Act). Yes
As of October 26, 2020, the registrant had
INDEX TO FINANCIAL STATEMENTS
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Part I: Financial Information |
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Item 1: Financial Statements: |
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Consolidated Financial Statements |
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Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (unaudited) |
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6 |
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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3: Quantitative and Qualitative Disclosures About Market Risk |
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35 |
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36 |
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36 |
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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds |
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37 |
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37 |
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37 |
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38 |
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Easterly Government Properties, Inc.
Consolidated Balance Sheets (unaudited)
(Amounts in thousands, except share amounts)
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September 30, 2020 |
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December 31, 2019 |
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Assets |
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Real estate properties, net |
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$ |
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$ |
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Cash and cash equivalents |
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Restricted cash |
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Deposits on acquisitions |
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Rents receivable |
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Accounts receivable |
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Deferred financing, net |
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Intangible assets, net |
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Interest rate swaps |
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— |
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Prepaid expenses and other assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Term loan facilities, net |
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Notes payable, net |
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Mortgage notes payable, net |
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Intangible liabilities, net |
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Deferred revenue |
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Interest rate swaps |
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Accounts payable, accrued expenses and other liabilities |
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Total liabilities |
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Equity |
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Common stock, par value $ September 30, 2020 and December 31, 2019, respectively |
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Additional paid-in capital |
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Retained earnings |
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Cumulative dividends |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders’ equity |
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Non-controlling interest in Operating Partnership |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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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)
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For the three months ended September 30, |
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For the nine months ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues |
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Rental income |
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$ |
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$ |
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$ |
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$ |
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Tenant reimbursements |
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Other income |
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Total revenues |
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Expenses |
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Property operating |
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Real estate taxes |
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Depreciation and amortization |
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Acquisition costs |
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Corporate general and administrative |
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Total expenses |
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Other income (expense) |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Gain on the sale of operating property |
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— |
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— |
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— |
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Net income |
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Non-controlling interest in Operating Partnership |
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( |
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Net income available to Easterly Government Properties, Inc. |
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$ |
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$ |
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$ |
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$ |
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Net income available to Easterly Government Properties, Inc. per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding |
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Basic |
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Diluted |
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Dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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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)
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For the three months ended September 30, |
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For the nine months ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Unrealized gain (loss) on interest rate swaps, net |
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( |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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( |
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Comprehensive income (loss) |
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( |
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( |
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Non-controlling interest in Operating Partnership |
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( |
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( |
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( |
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( |
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Other comprehensive (income) loss attributable to non-controlling interest |
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( |
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Comprehensive income (loss) attributable to Easterly Government Properties, Inc. |
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$ |
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$ |
( |
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$ |
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$ |
( |
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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)
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For the nine months ended September 30, |
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2020 |
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2019 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities |
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Depreciation and amortization |
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Straight line rent |
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( |
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( |
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Amortization of above- / below-market leases |
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( |
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( |
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Amortization of unearned revenue |
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( |
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( |
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Amortization of loan premium / discount |
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( |
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( |
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Amortization of deferred financing costs |
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Amortization of lease inducements |
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— |
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Gain on sale of operating property |
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— |
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( |
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Non-cash compensation |
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Other |
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— |
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Net change in: |
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Rents receivable |
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( |
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Accounts receivable |
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( |
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Prepaid expenses and other assets |
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( |
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Deferred revenue associated with operating leases |
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Accounts payable, accrued expenses and other liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Real estate acquisitions and deposits |
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( |
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( |
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Additions to operating properties |
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( |
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( |
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Additions to development properties |
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( |
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( |
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Proceeds from sale of operating property, net |
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— |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities |
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Payment of deferred financing costs |
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— |
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( |
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Issuance of common shares |
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Credit facility draws |
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Credit facility repayments |
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( |
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( |
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Issuance of notes payable |
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— |
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Repayments of mortgage notes payable |
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( |
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( |
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Dividends and distributions paid |
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( |
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( |
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Payment of offering costs |
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( |
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( |
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Net cash provided by financing activities |
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Net increase (decrease) in Cash and cash equivalents and Restricted cash |
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( |
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Cash and cash equivalents and Restricted cash, beginning of period |
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Cash and cash equivalents and Restricted cash, end of period |
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$ |
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$ |
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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:
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For the nine months ended September 30, |
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2020 |
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2019 |
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Cash paid for interest, net of capitalized interest |
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$ |
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$ |
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Supplemental disclosure of non-cash information |
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Additions to operating properties accrued, not paid |
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$ |
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$ |
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Additions to development properties accrued, not paid |
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Financing costs accrued, not paid |
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— |
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Offering costs accrued, not paid |
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Deferred asset acquisition costs accrued, not paid |
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Unrealized loss on interest rate swaps, net |
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( |
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( |
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Properties acquired for Common Units |
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— |
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Contingent consideration accrued, not paid |
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— |
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Exchange of Common Units for Shares of Common Stock |
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Non-controlling interest in Operating Partnership |
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$ |
( |
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$ |
( |
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Common stock |
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Additional paid-in capital |
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Total |
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$ |
— |
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$ |
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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, 2019, 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, 2019 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2020.
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 September 30, 2020, we wholly owned
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
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 September 30, 2020, and the consolidated results of operations for the three and nine months ended September 30, 2020 and 2019 and the consolidated cash flows for the nine months ended September 30, 2020 and 2019. 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 and disclosures of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various
6
other assumptions that are believed to be reasonable under the circumstances, including the impact of extraordinary events such as the novel coronavirus (COVID-19) pandemic, the results of which form the basis for making judgements 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 the Company’s condensed consolidated financial statements are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Recently Adopted Accounting Pronouncements
On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The purpose of this updated guidance is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the Financial Accounting Standards Board issued ASU 2018-19, Codification Improvements to (Topic 326), Financial Instruments – Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Accounting Standards Codification (“ASC”) 326-20, “Financial Instruments – Credit Losses – Measured at Amortized Costs,” which addresses financial assets measured at amortized cost basis, including net investments in leases arising from sales-type and direct financing leases. Impairment of receivables arising from operating leases should be accounted for in accordance with ASC Topic 842, Leases (“ASC 842”). The Company adopted ASU 2016-13 using the modified retrospective method and the adoption did not have a material impact on our consolidated financial statements.
On January 1, 2020, the Company adopted ASU 2020-04 (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. Unlike most other ASU’s, the guidance in ASU 2020-04 will generally no longer be available to apply after December 31, 2022. As of January 1, 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients was applied prospectively and preserves the presentation of the Company’s derivatives consistent with past presentation, therefore, the adoption did not have a material impact on our consolidated financial statements.
7
3. Real Estate and Intangibles
Acquisitions
During the nine months ended September 30, 2020, we acquired
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Total |
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Real estate |
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Land |
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$ |
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Building |
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Acquired tenant improvements |
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Total real estate |
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Intangible assets |
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In-place leases |
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Acquired leasing commissions |
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Above-market leases |
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Total intangible assets |
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|
|
Intangible liabilities |
|
|
|
|
Below-market leases |
|
|
( |
) |
Total intangible liabilities |
|
|
( |
) |
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
Contingent consideration |
|
|
( |
) |
Purchase price |
|
$ |
|
|
We did not assume any debt upon acquisition of these properties. The intangible assets and liabilities of operating properties acquired during the nine months ended September 30, 2020 have a weighted average amortization period of
During the nine months ended September 30, 2020, we incurred $
Development Placed in Service
On September 25, 2020, the FDA – Lenexa development project was substantially completed and a
8
Consolidated Real Estate and Intangibles
In addition to the operating property acquisitions and development property placed in service, we acquired a
Real estate and intangibles consisted of the following as of September 30, 2020 (amounts in thousands):
|
|
Total |
|
|
Real estate properties, net |
|
|
|
|
Land |
|
$ |
|
|
Building and improvements |
|
|
|
|
Acquired tenant improvements |
|
|
|
|
Construction in progress |
|
|
|
|
Accumulated depreciation |
|
|
( |
) |
Total Real estate properties, net |
|
|
|
|
Intangible assets, net |
|
|
|
|
In-place leases |
|
|
|
|
Acquired leasing commissions |
|
|
|
|
Above market leases |
|
|
|
|
Accumulated amortization |
|
|
( |
) |
Total Intangible assets, net |
|
|
|
|
Intangible liabilities, net |
|
|
|
|
Below market leases |
|
|
( |
) |
Accumulated amortization |
|
|
|
|
Total Intangible liabilities, net |
|
$ |
( |
) |
The following table summarizes the scheduled amortization of the Company’s acquired above- and below-market lease intangibles for each of the five succeeding years as of September 30, 2020 (amounts in thousands):
|
|
Acquired Above-Market Lease Intangibles |
|
|
Acquired Below-Market Lease Intangibles |
|
||
2020 |
|
$ |
|
|
|
$ |
( |
) |
2021 |
|
|
|
|
|
|
( |
) |
2022 |
|
|
|
|
|
|
( |
) |
2023 |
|
|
|
|
|
|
( |
) |
2024 |
|
|
|
|
|
|
( |
) |
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.
9
4. Debt
At September 30, 2020, our consolidated borrowings consisted of the following (amounts in thousands):
|
|
Principal Outstanding |
|
|
Interest |
|
|
Current |
|
||
Loan |
|
September 30, 2020 |
|
|
Rate (1) |
|
|
Maturity |
|
||
Revolving credit facility: |
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility (2) |
|
$ |
— |
|
|
|
|
|
|
||
Total revolving credit facility |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan facilities: |
|
|