[10-Q] Easterly Government Properties, Inc. Quarterly Earnings Report
On 5 Aug 2025, KULR Technology Group, Inc. filed a Form 8-K (Item 7.01) to furnish a press release announcing that it will host a conference call on 14 Aug 2025 at 4:30 p.m. ET to discuss financial results for the quarter ended 30 Jun 2025. The press release is attached as Exhibit 99.1. The company states that the information is being “furnished,� not “filed,� and therefore is not subject to Section 18 liability or automatically incorporated by reference into other SEC filings. KULR also reminds investors that it disseminates material information through its website and multiple social-media platforms, including Twitter, LinkedIn, Facebook, TikTok, Instagram and YouTube.
Il 5 agosto 2025, KULR Technology Group, Inc. ha presentato un modulo Form 8-K (Voce 7.01) per fornire un comunicato stampa che annuncia una conference call prevista per il 14 agosto 2025 alle 16:30 ET per discutere i risultati finanziari del trimestre terminato il 30 giugno 2025. Il comunicato stampa è allegato come Esibizione 99.1. La società specifica che le informazioni sono "fornite" e non "depositate", pertanto non sono soggette alla responsabilità ai sensi della Sezione 18 né automaticamente incorporate per riferimento in altri documenti SEC. KULR ricorda inoltre agli investitori che diffonde informazioni rilevanti tramite il proprio sito web e diversi canali social, tra cui Twitter, LinkedIn, Facebook, TikTok, Instagram e YouTube.
El 5 de agosto de 2025, KULR Technology Group, Inc. presentó un Formulario 8-K (Artículo 7.01) para proporcionar un comunicado de prensa anunciando que realizará una conferencia telefónica el 14 de agosto de 2025 a las 4:30 p.m. ET para discutir los resultados financieros del trimestre finalizado el 30 de junio de 2025. El comunicado de prensa se adjunta como Exhibición 99.1. La compañía indica que la información está "proporcionada" y no "presentada", por lo que no está sujeta a la responsabilidad bajo la Sección 18 ni se incorpora automáticamente por referencia en otros documentos de la SEC. KULR también recuerda a los inversores que difunde información relevante a través de su sitio web y múltiples plataformas de redes sociales, incluyendo Twitter, LinkedIn, Facebook, TikTok, Instagram y YouTube.
2025� 8� 5�, KULR Technology Group, Inc.� Form 8-K (항목 7.01)� 제출하여 2025� 6� 30� 종료� 분기 재무 결과� 논의하기 위해 2025� 8� 14� 오후 4� 30� ET� 컨퍼런스 콜을 개최� 것임� 알리� 보도 자료� 제공했습니다. 보도 자료� 첨부문서 99.1� 첨부되어 있습니다. 회사� � 정보가 “제출된� 것이 아니� “제공된� 것이므� 섹션 18 책임 대상이 아니� 다른 SEC 제출 문서� 자동으로 참조 통합되지 않는다고 명시하고 있습니다. 또한 KULR� 투자자들에게 트위�, 링크드인, 페이스북, 틱톡, 인스타그램, 유튜� � 자사 웹사이트와 다양� 소셜 미디� 플랫폼을 통해 중요� 정보� 전달한다� 상기시켰습니�.
Le 5 août 2025, KULR Technology Group, Inc. a déposé un formulaire 8-K (Article 7.01) pour fournir un communiqué de presse annonçant qu'une conférence téléphonique se tiendra le 14 août 2025 à 16h30 ET afin de discuter des résultats financiers du trimestre clos le 30 juin 2025. Le communiqué de presse est joint en tant que Pièce 99.1. La société précise que les informations sont « fournies » et non « déposées », et ne sont donc pas soumises à la responsabilité en vertu de la Section 18 ni automatiquement incorporées par référence dans d'autres documents déposés auprès de la SEC. KULR rappelle également aux investisseurs qu'elle diffuse des informations importantes via son site web et plusieurs plateformes de réseaux sociaux, notamment Twitter, LinkedIn, Facebook, TikTok, Instagram et YouTube.
Am 5. August 2025 reichte KULR Technology Group, Inc. ein Formular 8-K (Punkt 7.01) ein, um eine Pressemitteilung bereitzustellen, die ankündigt, dass am 14. August 2025 um 16:30 Uhr ET eine Telefonkonferenz stattfinden wird, um die Finanzergebnisse für das Quartal zum 30. Juni 2025 zu besprechen. Die Pressemitteilung ist als Anlage 99.1 beigefügt. Das Unternehmen gibt an, dass die Informationen „bereitgestellt� und nicht „eingereicht� werden und daher nicht der Haftung gemäß Abschnitt 18 unterliegen oder automatisch in andere SEC-Einreichungen aufgenommen werden. KULR erinnert Investoren außerdem daran, dass es wesentliche Informationen über seine Website und verschiedene Social-Media-Plattformen verbreitet, darunter Twitter, LinkedIn, Facebook, TikTok, Instagram und YouTube.
- None.
- None.
Insights
TL;DR: Routine Reg FD filing; schedules Q2 earnings call—no financial data, neutral impact.
This 8-K contains no revenue, EPS or guidance figures and introduces no strategic initiative. Its sole purpose is to alert the market to KULR’s upcoming Q2 2025 conference call. Consequently, it neither strengthens nor weakens the investment thesis at this stage. Material implications—if any—will depend on the results released on 14 Aug. Impact assessment: administrative, not price-moving.
Il 5 agosto 2025, KULR Technology Group, Inc. ha presentato un modulo Form 8-K (Voce 7.01) per fornire un comunicato stampa che annuncia una conference call prevista per il 14 agosto 2025 alle 16:30 ET per discutere i risultati finanziari del trimestre terminato il 30 giugno 2025. Il comunicato stampa è allegato come Esibizione 99.1. La società specifica che le informazioni sono "fornite" e non "depositate", pertanto non sono soggette alla responsabilità ai sensi della Sezione 18 né automaticamente incorporate per riferimento in altri documenti SEC. KULR ricorda inoltre agli investitori che diffonde informazioni rilevanti tramite il proprio sito web e diversi canali social, tra cui Twitter, LinkedIn, Facebook, TikTok, Instagram e YouTube.
El 5 de agosto de 2025, KULR Technology Group, Inc. presentó un Formulario 8-K (Artículo 7.01) para proporcionar un comunicado de prensa anunciando que realizará una conferencia telefónica el 14 de agosto de 2025 a las 4:30 p.m. ET para discutir los resultados financieros del trimestre finalizado el 30 de junio de 2025. El comunicado de prensa se adjunta como Exhibición 99.1. La compañía indica que la información está "proporcionada" y no "presentada", por lo que no está sujeta a la responsabilidad bajo la Sección 18 ni se incorpora automáticamente por referencia en otros documentos de la SEC. KULR también recuerda a los inversores que difunde información relevante a través de su sitio web y múltiples plataformas de redes sociales, incluyendo Twitter, LinkedIn, Facebook, TikTok, Instagram y YouTube.
2025� 8� 5�, KULR Technology Group, Inc.� Form 8-K (항목 7.01)� 제출하여 2025� 6� 30� 종료� 분기 재무 결과� 논의하기 위해 2025� 8� 14� 오후 4� 30� ET� 컨퍼런스 콜을 개최� 것임� 알리� 보도 자료� 제공했습니다. 보도 자료� 첨부문서 99.1� 첨부되어 있습니다. 회사� � 정보가 “제출된� 것이 아니� “제공된� 것이므� 섹션 18 책임 대상이 아니� 다른 SEC 제출 문서� 자동으로 참조 통합되지 않는다고 명시하고 있습니다. 또한 KULR� 투자자들에게 트위�, 링크드인, 페이스북, 틱톡, 인스타그램, 유튜� � 자사 웹사이트와 다양� 소셜 미디� 플랫폼을 통해 중요� 정보� 전달한다� 상기시켰습니�.
Le 5 août 2025, KULR Technology Group, Inc. a déposé un formulaire 8-K (Article 7.01) pour fournir un communiqué de presse annonçant qu'une conférence téléphonique se tiendra le 14 août 2025 à 16h30 ET afin de discuter des résultats financiers du trimestre clos le 30 juin 2025. Le communiqué de presse est joint en tant que Pièce 99.1. La société précise que les informations sont « fournies » et non « déposées », et ne sont donc pas soumises à la responsabilité en vertu de la Section 18 ni automatiquement incorporées par référence dans d'autres documents déposés auprès de la SEC. KULR rappelle également aux investisseurs qu'elle diffuse des informations importantes via son site web et plusieurs plateformes de réseaux sociaux, notamment Twitter, LinkedIn, Facebook, TikTok, Instagram et YouTube.
Am 5. August 2025 reichte KULR Technology Group, Inc. ein Formular 8-K (Punkt 7.01) ein, um eine Pressemitteilung bereitzustellen, die ankündigt, dass am 14. August 2025 um 16:30 Uhr ET eine Telefonkonferenz stattfinden wird, um die Finanzergebnisse für das Quartal zum 30. Juni 2025 zu besprechen. Die Pressemitteilung ist als Anlage 99.1 beigefügt. Das Unternehmen gibt an, dass die Informationen „bereitgestellt� und nicht „eingereicht� werden und daher nicht der Haftung gemäß Abschnitt 18 unterliegen oder automatisch in andere SEC-Einreichungen aufgenommen werden. KULR erinnert Investoren außerdem daran, dass es wesentliche Informationen über seine Website und verschiedene Social-Media-Plattformen verbreitet, darunter Twitter, LinkedIn, Facebook, TikTok, Instagram und YouTube.
$
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(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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Name of each exchange on which registered |
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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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 July 29, 2025, 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 June 30, 2025 and December 31, 2024 (unaudited) |
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Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) |
2 |
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Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited) |
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Notes to the Consolidated Financial Statements |
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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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Item 4: Controls and Procedures |
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Part II: Other Information |
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Item 1: Legal Proceedings |
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Item 1A: Risk Factors |
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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3: Defaults Upon Senior Securities |
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Item 4: Mine Safety Disclosures |
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Item 5: Other Information |
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Item 6: Exhibits |
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Signatures |
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Easterly Government Properties, Inc.
Consolidated Balance Sheets (unaudited)
(Amounts in thousands, except share amounts)
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June 30, 2025 |
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December 31, 2024 |
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Assets |
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AG˹ٷ 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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Tenant accounts receivable |
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Investment in unconsolidated real estate venture |
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AG˹ٷ estate loan receivable, 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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Liabilities |
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Revolving credit facility |
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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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— |
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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 $ |
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Additional paid-in capital(1) |
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Retained earnings |
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Cumulative dividends |
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Accumulated other comprehensive income (loss) |
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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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Share and per share data have been adjusted for all periods presented to reflect a 1 for 2.5 reverse stock split, effective April 28, 2025, and a reduction in authorized shares of common stock from 200,000,000 to 80,000,000, in proportion with the 1 for 2.5 reverse stock split, effective May 8, 2025.
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 June 30, |
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For the six months ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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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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Asset management income |
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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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AG˹ٷ 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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Provision for (recovery of) credit losses |
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Total expenses |
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Other income (expense) |
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Income from unconsolidated real estate venture |
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Interest expense, net |
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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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( |
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( |
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Net income available to Easterly Government |
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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 |
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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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Share and per share data have been adjusted for all periods presented to reflect a 1 for 2.5 reverse stock split, effective April 28, 2025, and a reduction in authorized shares of common stock from 200,000,000 to 80,000,000, in proportion with the 1 for 2.5 reverse stock split, effective May 8, 2025.
The accompanying notes are an integral part of these consolidated financial statements.
2
Easterly Government Properties, Inc.
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(Amounts in thousands)
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For the three months ended June 30, |
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For the six months ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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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 gain (loss): |
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Unrealized gain (loss) on treasury locks and interest rate swaps, net |
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( |
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( |
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( |
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Other comprehensive gain (loss) |
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( |
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( |
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( |
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Comprehensive income |
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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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Other comprehensive loss attributable to |
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Comprehensive income attributable to |
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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 six months ended June 30, |
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2025 |
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2024 |
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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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Income from unconsolidated real estate venture |
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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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Amortization of deferred financing costs |
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Amortization of lease inducements |
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Amortization of real estate loan receivable origination fees |
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( |
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— |
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Amortization of treasury lock settlement |
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— |
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Distributions from investment in unconsolidated real estate venture |
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Non-cash compensation |
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Provision for (recovery of) credit losses |
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|
( |
) |
|
|
|
|
Net change in: |
|
|
|
|
|
|
||
Tenant accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
AG˹ٷ estate loan interest receivable |
|
|
( |
) |
|
|
— |
|
Deferred revenue associated with operating leases |
|
|
|
|
|
|
||
Principal payments on operating lease obligations |
|
|
( |
) |
|
|
( |
) |
Accounts payable, accrued expenses and other liabilities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
AG˹ٷ estate acquisitions and deposits |
|
|
( |
) |
|
|
( |
) |
Additions to operating properties |
|
|
( |
) |
|
|
( |
) |
Additions to development properties |
|
|
( |
) |
|
|
( |
) |
Repayment of (investment in) real estate loan receivable, net |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Payment of deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Issuance of common shares |
|
|
|
|
|
|
||
Credit facility draws |
|
|
|
|
|
|
||
Credit facility repayments |
|
|
( |
) |
|
|
( |
) |
Term loan repayments |
|
|
— |
|
|
|
( |
) |
Issuance of notes payable |
|
|
|
|
|
|
||
Treasury lock settlement |
|
|
( |
) |
|
|
— |
|
Repayments of mortgage notes payable |
|
|
( |
) |
|
|
( |
) |
Dividends and distributions paid |
|
|
( |
) |
|
|
( |
) |
Payment of offering costs |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
||
Net increase (decrease) in Cash and cash equivalents and Restricted cash |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents and Restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents and Restricted cash, end of period |
|
$ |
|
|
$ |
|
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, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for interest (net of capitalized interest of $ |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of non-cash information |
|
|
|
|
|
|
||
Additions to operating properties accrued, not paid |
|
$ |
|
|
$ |
|
||
Additions to development properties accrued, not paid |
|
|
|
|
|
|
||
Offering costs accrued, not paid |
|
|
|
|
|
|
||
Deferred asset acquisition costs accrued, not paid |
|
|
|
|
|
|
||
Unrealized gain (loss) on treasury locks and interest rate swaps, net |
|
|
( |
) |
|
|
|
|
Exchange of Common Units for Shares of Common Stock |
|
|
|
|
|
|
||
Non-controlling interest in Operating Partnership |
|
$ |
( |
) |
|
$ |
( |
) |
Common stock |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
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, 2024, 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, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025.
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 out 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 approximately
We focus primarily 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 state and local governments with strong creditworthiness and other opportunities that directly or indirectly support the mission of select government agencies. As of June 30, 2025, 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 and owned approximately
Reverse Stock Split and Reduction in Authorized Shares
6
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, 2025 and December 31, 2024, the consolidated results of operations for the three and six months ended June 30, 2025 and 2024, and the consolidated cash flows for the six months ended June 30, 2025 and 2024. The year-end 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 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, 2024.
Recent Accounting Pronouncements Not Yet Adopted
In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission (the “SEC”). The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. We do not anticipate that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The new standard is effective for annual periods beginning after December 15, 2024. We do not anticipate that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires expanded interim and annual disclosures of certain expense information in the notes to the consolidated financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on a prospective or retrospective basis. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statement disclosures.
On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act, was signed into law, which includes a broad range of tax reform provisions affecting businesses. The Company will continue to assess the impact of the legislation, however, the Company currently does not expect a material impact on its consolidated financial statements as a result of the legislation.
7
3. AG˹ٷ Estate and Intangibles
Acquisitions
During the six months ended June 30, 2025, we acquired
|
|
Total |
|
|
AG˹ٷ estate |
|
|
|
|
Land |
|
$ |
|
|
Building |
|
|
|
|
Acquired tenant improvements |
|
|
|
|
Total real estate |
|
|
|
|
Other assets |
|
|
|
|
Other assets |
|
|
|
|
Total other assets |
|
|
|
|
Intangible assets |
|
|
|
|
In-place leases |
|
|
|
|
Acquired leasing commissions |
|
|
|
|
Total intangible assets |
|
|
|
|
Purchase price |
|
$ |
|
The intangible assets and liabilities of operating properties acquired during the six months ended June 30, 2025 have a weighted average amortization period of
In addition to the above operating property activity, we acquired
During the six months ended June 30, 2025, we acquired
During the three and six months ended June 30, 2025, we incurred $
8
Consolidated AG˹ٷ Estate and Intangibles
AG˹ٷ estate and intangibles consisted of the following as of June 30, 2025 (amounts in thousands):
|
|
Total |
|
|
AG˹ٷ estate properties, net |
|
|
|
|
Land |
|
$ |
|
|
Building and improvements |
|
|
|
|
Acquired tenant improvements |
|
|
|
|
Construction in progress |
|
|
|
|
Accumulated depreciation |
|
|
( |
) |
Total AG˹ٷ estate properties, net |
|
|
|
|
Intangible assets, net |
|
|
|
|
In-place leases |
|
|
|
|
Acquired leasing commissions |
|
|
|
|
Above market leases |
|
|
|
|
Payment in lieu of taxes |
|
|
|
|
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 our acquired above- and below-market lease intangibles for each of the five succeeding years as of June 30, 2025 (amounts in thousands):
|
|
Acquired Above-Market Lease Intangibles |
|
|
Acquired Below-Market Lease Intangibles |
|
||
2025 (1) |
|
$ |
|
|
$ |
( |
) |
|
2026 |
|
|
|
|
|
( |
) |
|
2027 |
|
|
|
|
|
( |
) |
|
2028 |
|
|
|
|
|
( |
) |
|
2029 |
|
|
|
|
|
( |
) |
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. Investment in Unconsolidated AG˹ٷ Estate Venture
The following is a summary of our investment in the JV (dollars in thousands):
|
|
|
|
As of June 30, |
|
|
Joint Venture |
|
Ownership Interest |
|
2025 |
|
|
MedBase Venture |
|
|
$ |
|
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
5. AG˹ٷ Estate Loan Receivable
On August 6, 2024, we entered into a construction loan agreement to lend up to $
On April 1, 2025, the Borrower repaid $
A summary of our real estate loan receivable consisted of the following (dollars in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
AG˹ٷ estate loan receivable |
|
$ |
|
|
$ |
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
AG˹ٷ estate loan receivable, net |
|
$ |
|
|
$ |
|
During the three and six months ended June 30, 2025, we recognized interest income from our real estate loan receivable of $
The fair value of this real estate loan receivable was approximately $
10
6. Debt
At June 30, 2025, our consolidated borrowings consisted of the following (amounts in thousands):
|
|
Principal Outstanding |
|
|
Interest |
|
Current |
|
|
Loan |
|
June 30, 2025 |
|
|
Rate (1) |
|
Maturity |
|
|
Revolving credit facility: |
|
|
|
|
|
|
|
|
|
2024 revolving credit facility (2) |
|
$ |
|
|
|
|
|||
Total revolving credit facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan facilities: |
|
|
|
|
|
|
|
|
|
2016 term loan facility |
|
|
|
|
|
|
|||
2018 term loan facility |
|
|
|
|
|
|
|||
Total term loan facilities |
|
|
|
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
( |
) |
|
|
|
|
|
Total term loan facilities, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
|
2017 series A senior notes |
|
|
|
|
|
|
|||
2017 series B senior notes |
|
|
|
|
|
|
|||
2017 series C senior notes |
|
|
|
|
|
|
|||
2019 series A senior notes |
|
|
|
|
|
|
|||
2019 series B senior notes |
|
|
|
|
|
|
|||
2019 series C senior notes |
|
|
|
|
|
|
|||
2021 series A senior notes |
|
|
|
|
|
|
|||
2021 series B senior notes |
|
|
|
|
|
|
|||
2024 series A senior notes |
|
|
|
|
|
|
|||
2024 series B senior notes |
|
|
|
|
|
|
|||
2025 series A senior notes |
|
|
|
|
|
|
|||
2025 series B senior notes |
|
|
|
|
|
|
|||
Total notes payable |
|
|
|
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
( |
) |
|
|
|
|
|
Total notes payable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable: |
|
|
|
|
|
|
|
|
|
USFS II – Albuquerque |
|
|
|
|
|
|
|||
ICE – Charleston |
|
|
|
|
|
|
|||
VA – Loma Linda |
|
|
|
|
|
|
|||
CBP – Savannah |
|
|
|
|
|
|
|||
Total mortgage notes payable |
|
|
|
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
( |
) |
|
|
|
|
|
Less: Total unamortized premium/discount |
|
|
( |
) |
|
|
|
|
|
Total mortgage notes payable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
|
|
|
|
|
|
11
As of June 30, 2025, the net carrying value of real estate collateralizing our mortgages payable totaled $
2016 Term Loan Facility
On January 8, 2025, we entered into the ninth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016, to extend the maturity date of our 2016 term loan facility from
2025 Senior Note Agreement
On March 20, 2025, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $
Financial Covenant Considerations
As of June 30, 2025, we were in compliance with all financial and other covenants related to our debt.
7. 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, 2025. We entered into these interest rate swap derivatives to reduce our exposure to the variability in future cash flows attributable to changes in our floating rate debt (amounts in thousands):
12
Notional Amount |
|
|
Fixed Rate |
|
|
Floating Rate Index |
|
Effective Date |
|
Expiration Date |
|
Fair Value |
|
|||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
|||||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
|||||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
|||||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
|||||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
|||||
$ |
|
|
|
% |
|
|
|
|
$ |
( |
) |
The table below sets forth the fair value of our interest rate derivatives as well as their classification on our Consolidated Balance Sheets (amounts in thousands):
Balance Sheet Line Item |
|
As of June 30, 2025 |
|
|
Interest rate swaps - Asset |
|
$ |
|
|
Interest rate swaps - Liability |
|
|
( |
) |
Treasury Locks
On January 29, 2025, we entered into a treasury lock agreement designated as a cash flow hedge to fix the
On February 6, 2025, we entered into a treasury lock agreement designated as a cash flow hedge to fix the
Cash Flow Hedges of Interest Rate Risk
The gains or losses on derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income (“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 $
The table below presents the effects of our interest rate derivatives on our Consolidated Statements of Operations and Comprehensive Income (Loss) (amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Unrealized gain (loss) recognized in AOCI |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Gain reclassified from AOCI into interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
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, 2025, the net fair value of derivatives in a liability position, which includes accrued interest, related to agreements with our derivative counterparties was $
13
8. 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, 2025 were classified as Level 2 of the fair value hierarchy.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding our real estate loan receivable) and accounts payable and accrued expenses are reasonable estimates of fair values because of the short maturities of these instruments. The fair value of our real estate loan receivable, as disclosed in Note 5, is based on the discounted estimated future cash flows of the loan (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments. The table below presents our assets measured at fair value on a recurring basis as of June 30, 2025, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):
|
|
As of June 30, 2025 |
|
|||||||||
Balance Sheet Line Item |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Interest rate swaps - Asset |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Interest rate swaps - Liability |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
For our disclosure of debt fair values, we estimated the fair value of our 2016 term loan facility, our 2018 term loan facility and our 2024 revolving credit 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.
14
Financial assets and liabilities not measured at fair value
The following table summarizes the aggregate principal outstanding under the Company's indebtedness and the corresponding estimate of fair value as of June 30, 2025:
|
|
As of June 30, 2025 |
|
|||||
Financial liabilities |
|
Carrying Amount (1) |
|
|
Fair Value (2) |
|
||
|
|
|
|
|
|
|
||
2024 revolving credit facility |
|
$ |
|
|
$ |
|
||
2016 term loan facility |
|
$ |
|
|
$ |
|
||
2018 term loan facility |
|
$ |
|
|
$ |
|
||
Notes payable |
|
$ |
|
|
$ |
|
||
Mortgages payable |
|
$ |
|
|
$ |
|
9. Equity Incentive Plan
The following is a summary of our stock-based compensation expense, net for the three and six months ended June 30, 2025 and 2024, respectively:
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Stock-based compensation expense, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Stock-based compensation expense, net is included within corporate general and administrative expenses on our Consolidated Statements of Operations.
Upon the Reverse Stock Split becoming effective on April 28, 2025, the total number of common shares available for issuance under the 2024 Equity Incentive Plan (the “2024 Plan”) was adjusted from
On January 2, 2025, we granted an aggregate of
Pursuant to the 2024 Plan, the significant assumptions used to value the performance-based LTIP units using a Monte Carlo Simulation (risk-neutral approach) include expected volatility (
On May 13, 2025, we granted an aggregate of
On June 18, 2025, in connection with our 2025 annual meeting of stockholders, we issued an aggregate of
Pursuant to the 2024 Plan, the significant assumptions used to value the service-based LTIP units using a Monte Carlo Simulation (risk-neutral approach) include expected volatility (
15
10. Equity
The following table summarizes the changes in our stockholders’ equity for the three months ended June 30, 2025 and 2024 and has been retrospectively adjusted to reflect the Reverse Stock Split and Reverse Unit Split, see Note 1 Organization and Basis of Presentation (amounts in thousands, except share amounts):
|
|
Shares |
|
|
Common |
|
|
Additional |
|
|
Retained |
|
|
Cumulative |
|
|
Accumulated |
|
|
Non- |
|
|
Total |
|
||||||||
Three months ended June 30, 2025 |
|
|||||||||||||||||||||||||||||||
Balance at March 31, 2025 (1) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Stock based compensation, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Dividends and distributions paid |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Grant of unvested restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Redemption of common units for |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|||
Issuance of common stock, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Fractional shares settled (2) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unrealized loss on treasury locks and interest rate swaps, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Allocation of non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Three months ended June 30, 2024 |
|
|||||||||||||||||||||||||||||||
Balance at March 31, 2024 (1) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Dividends and distributions paid |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Grant of unvested restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Redemption of common units for shares of common stock |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
Issuance of common stock, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Unrealized loss on interest rate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Allocation of non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
(1) As of March 31, 2025 and 2024, the Company reclassified $
(2) No fractional shares were issued as a result of the Reverse Stock Split. In lieu of issuing fractional shares, we paid cash to shareholders who would otherwise have been entitled to receive a fractional share. The total cash payment for fractional shares amounted to less than $
16
The following table summarizes the changes in our stockholders’ equity for the six months ended June 30, 2025 and 2024 and has been retrospectively adjusted to reflect the Reverse Stock Split and Reverse Unit Split, see Note 1 Organization and Basis of Presentation (amounts in thousands, except share amounts):
|
|
Shares |
|
|
Common |
|
|
Additional |
|
|
Retained |
|
|
Cumulative |
|
|
Accumulated |
|
|
Non- |
|
|
Total |
|
||||||||
Six months ended June 30, 2025 |
|
|||||||||||||||||||||||||||||||
Balance at December 31, 2024 (1) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Stock based compensation, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Dividends and distributions paid |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Grant of unvested restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Redemption of common units for |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|||
Issuance of common stock, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Fractional shares settled (2) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unrealized loss on treasury locks and interest rate swaps, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Allocation of non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Six months ended June 30, 2024 |
|
|||||||||||||||||||||||||||||||
Balance at December 31, 2023 (1) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Dividends and distributions paid |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Grant of unvested restricted stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Redemption of common units for |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|||
Issuance of common stock, net |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Contribution of property for |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unrealized gain (loss) on interest rate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Allocation of non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
(1) As of both December 31, 2024 and 2023, the Company reclassified $
(2) No fractional shares were issued as a result of the Reverse Stock Split. In lieu of issuing fractional shares, we paid cash to shareholders who would otherwise have been entitled to receive a fractional share. The total cash payment for fractional shares amounted to less than $
17
A summary of dividends declared by our Board of Directors per share of common stock and per common unit (as adjusted to reflect the Reverse Stock Split and Reverse Unit Split) at the date of record is as follows:
Quarter |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend (1) |
|
|
Q1 2025 |
|
|
|
|
$ |
|
||||
Q2 2025 |
|
|
|
|
$ |
|
During the three months ended June 30, 2025, we issued an aggregate of
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 $
The following table sets forth certain information with respect to issuances under the 2021 ATM Program during the six months ended June 30, 2025 (amounts in thousands except share amounts):
|
|
2021 ATM Program |
|
|||||
For the quarter ended |
|
Number of Shares Issued (1) |
|
|
Net Proceeds |
|
||
March 31, 2025 |
|
|
|
|
$ |
|
||
June 30, 2025 |
|
|
|
|
|
|
||
Total |
|
|
|
|
$ |
|
(1) Share amounts have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Shares issued by us, which were all issued in settlement of forward sale transactions. As of June 30, 2025, we had settled all of our outstanding forward sale transactions under the 2021 ATM Program. We accounted for the forward sale transactions as equity.
As of June 30, 2025, we had approximately $
Share Repurchase Program
On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to
18
11. 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.
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, 2025 and 2024 and has been retroactively adjusted to reflect the Reverse Stock Split, see Note 1 Organization and Basis of Presentation (amounts in thousands, except per share amounts):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Non-controlling interest in Operating Partnership |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income available to Easterly Government Properties, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Dividends on participating securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income available to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator for basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of share-based compensation awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of LTIP units (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic EPS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted EPS |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
12. 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
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, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Fixed |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental income |
|
|
|
|
|
|
|
|
|
|
|
|
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, 2025, the unamortized balance associated with our right-of-use operating lease asset was $
The following table provides quantitative information for our commenced operating leases for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cash flows from operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
In addition, the maturity of fixed lease payments under our commenced corporate office leases as of June 30, 2025 is summarized in the table below (amounts in thousands):
Corporate office leases |
|
Payments due by period |
|
|
2025 (1) |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
Imputed interest |
|
|
( |
) |
Total |
|
$ |
|
20
13. 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, 2025 and 2024 (amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
Tenant |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Department of Veteran Affairs (“VA”) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Federal Bureau of Investigation (“FBI”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Joint Staff Command (“JSC”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Coast Guard (“USCG”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General Services Administration - Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Homeland Security Investigations (“HSI”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Internal Revenue Service (“IRS”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Food and Drug Administration (“FDA”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Department of Transportation (“DOT”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Citizenship and Immigration Services (“USCIS”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
State of California (“CA”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Judiciary of the U.S. Government (“JUD”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Drug Enforcement Agency (“DEA”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Department of Treasury (“TREAS”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customs and Border Protection (“CBP”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Environmental Protection Agency (“EPA”) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
As of June 30, 2025 and December 31, 2024, the balance in Accounts receivable related to tenant construction projects and the associated project management income was $
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, 2025 with a duration of greater than one year.
During the three and six months ended June 30, 2025, we recognized $
There were
14. 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, 2025, the U.S. Government accounted for approximately
21
15. Segment Information
During the three and six months ended June 30, 2025 and 2024, our operations are reported within
Our chief operating decision makers (“CODMs”) include our Chief Executive Officer and Chief Financial Officer as they are responsible for allocating resources, assessing performance and determining appropriate operating segments.
The measure of segment assets is reported on our Consolidated Balance Sheets as Total Assets. The accounting policies of the segment are the same as those described in our Summary of Significant Accounting Policies.
16. Related Parties
We have reimbursement arrangements with entities controlled by our Chief Executive Officer and Vice Chairman, which provide for reimbursement of costs paid on our behalf, or those we pay on their behalf. During the three and six months ended June 30, 2025, we were responsible for reimbursing costs of $
We provide asset management services to properties owned by the JV. For the three and six months ended June 30, 2025, we recognized Asset management income of $
As of June 30, 2025, receivables from related parties were $
17. Subsequent Events
For our consolidated financial statements as of June 30, 2025, we evaluated subsequent events and noted no significant events not previously disclosed.
22
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:
23
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, 2024, 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 approximately 90% 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 primarily 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 continue to pursue opportunities to add properties to our portfolio, including acquiring properties leased to state and local governments with strong creditworthiness and other opportunities that directly or indirectly support the mission of select government agencies. As of June 30, 2025, we wholly owned 92 operating properties and ten operating properties through an unconsolidated joint venture (the “JV”) in the United States, encompassing approximately 10.1 million leased square feet (9.5 million pro rata), including 93 operating properties that were leased primarily to U.S. Government tenant agencies, five operating properties leased to tenant agencies of a U.S. state or local government and three operating properties that were entirely leased to private tenants. As of June 30, 2025, our operating properties were 97% 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 three properties under development that we expect will encompass approximately 0.3 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 96.2% of the aggregate limited partnership interests in the Operating Partnership, which we refer to herein as common units, as of June 30, 2025. We have elected to be taxed as a REIT and 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.
Reverse Stock Split and Reduction in Authorized Shares
On April 28, 2025, we effected a 1-for-2.5 reverse stock split of our issued and outstanding common stock, which reverse stock split was previously approved by our Board of Directors (the “Reverse Stock Split”). As a result, every 2.5 shares of issued and outstanding common stock were consolidated into 1 share. Concurrently with the Reverse Stock Split, the Operating Partnership completed a corresponding 1-for-2.5 reverse unit split of outstanding common units and LTIP units (the “Reverse Unit Split”). All share and per share amounts, including earnings per share, in these financial statements have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Accordingly, the Reverse Stock Split reduced the number of shares outstanding on April 28, 2025 from 112,263,028 to 44,905,158. On May 8, 2025, we reduced the number of our authorized shares of common stock from 200,000,000 to 80,000,000, in proportion with the 1-for-2.5 Reverse Stock Split effected by us on April 28, 2025. The par value of the common stock remained unchanged at $0.01 per share following both the Reverse Stock Split and the reduction in authorized shares. For additional information, see Note 9, Note 10 and Note 11 to the Consolidated Financial Statements.
24
2025 Activity
Acquisitions
On April 3, 2025, we acquired a 289,873 square foot facility leased primarily to the District of Columbia Government with a lease through February 2038.
On May 7, 2025, we acquired a 74,549 leased square foot Department of Homeland Security (“DHS”) facility near Burlington, Vermont with a 10-year lease that does not expire until May 2031.
Development
On May 19, 2025, we acquired 100% of the membership interests in an entity that has the sole rights to a development project in Fort Myers, Florida for $1.8 million. On July 2, 2025, we acquired land to develop an approximately 64,000 square foot laboratory in Fort Myers, Florida for $5.8 million. The laboratory will be primarily leased to the Florida Department of Law Enforcement over a 25-year non-cancelable term.
On June 11, 2025, we acquired land to develop a 40,035 square foot Federal District and Federal Magistrate Courthouse in Medford, Oregon for $1.9 million. The courthouse will be primarily leased to the GSA for beneficial use of the Judiciary of the U.S. Government (“JUD”) over a 20-year non-cancelable term.
25
Operating Properties
As of June 30, 2025, our operating properties were 97% leased with a weighted average annualized lease income per leased square foot of $36.50 ($36.20 pro rata) and a weighted average age of approximately 16.3 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, 2025, and it includes properties held by the JV:
Property Name |
|
Location |
|
Property |
|
Tenant Lease |
|
|
Leased |
|
|
Annualized |
|
|
Percentage |
|
|
Annualized |
|
|||||
Wholly Owned U.S. Government Leased Properties |
|
|
|
|
|
|
|
|||||||||||||||||
VA - Loma Linda |
|
Loma Linda, CA |
|
OC |
|
|
2036 |
|
|
|
327,614 |
|
|
$ |
16,793,387 |
|
|
|
4.5 |
% |
|
$ |
51.26 |
|
USCIS - Kansas City (3) |
|
Lee's Summit, MO |
|
O |
|
2028 - 2042 |
|
|
|
417,945 |
|
|
|
10,344,064 |
|
|
|
2.7 |
% |
|
|
24.75 |
|
|
JSC - Suffolk |
|
Suffolk, VA |
|
SF |
|
|
2028 |
|
|
|
403,737 |
|
|
|
8,540,398 |
|
|
|
2.2 |
% |
|
|
21.15 |
|
Various GSA - Chicago |
|
Des Plaines, IL |
|
O |
|
|
2026 |
|
|
|
188,768 |
|
|
|
7,801,422 |
|
|
|
2.0 |
% |
|
|
41.33 |
|
IRS - Fresno |
|
Fresno, CA |
|
O |
|
|
2033 |
|
|
|
180,481 |
|
|
|
6,915,832 |
|
|
|
1.9 |
% |
|
|
38.32 |
|
FBI - Salt Lake |
|
Salt Lake City, UT |
|
SF |
|
|
2032 |
|
|
|
169,542 |
|
|
|
6,809,183 |
|
|
|
1.8 |
% |
|
|
40.16 |
|
Various GSA - Portland (4) |
|
Portland, OR |
|
O |
|
2025-2039 |
|
|
|
199,565 |
|
|
|
6,674,355 |
|
|
|
1.8 |
% |
|
|
33.44 |
|
|
Various GSA - Buffalo (5) |
|
Buffalo, NY |
|
O |
|
2025-2039 |
|
|
|
273,678 |
|
|
|
6,489,343 |
|
|
|
1.8 |
% |
|
|
23.71 |
|
|
VA - San Jose |
|
San Jose, CA |
|
OC |
|
|
2038 |
|
|
|
90,085 |
|
|
|
5,815,725 |
|
|
|
1.6 |
% |
|
|
64.56 |
|
EPA - Lenexa |
|
Lenexa, KS |
|
O |
|
|
2027 |
|
|
|
169,585 |
|
|
|
5,796,626 |
|
|
|
1.6 |
% |
|
|
34.18 |
|
FBI - Tampa |
|
Tampa, FL |
|
SF |
|
|
2040 |
|
|
|
138,000 |
|
|
|
5,314,467 |
|
|
|
1.4 |
% |
|
|
38.51 |
|
FBI - San Antonio |
|
San Antonio, TX |
|
SF |
|
|
2025 |
|
|
|
148,584 |
|
|
|
5,232,733 |
|
|
|
1.4 |
% |
|
|
35.22 |
|
FDA - Alameda |
|
Alameda, CA |
|
L |
|
|
2039 |
|
|
|
69,624 |
|
|
|
4,966,674 |
|
|
|
1.3 |
% |
|
|
71.34 |
|
FBI / DEA - El Paso |
|
El Paso, TX |
|
SF |
|
|
2028 |
|
|
|
203,683 |
|
|
|
4,879,899 |
|
|
|
1.3 |
% |
|
|
23.96 |
|
PTO - Arlington |
|
Arlington, VA |
|
SF |
|
|
2035 |
|
|
|
190,546 |
|
|
|
4,773,566 |
|
|
|
1.3 |
% |
|
|
25.05 |
|
FEMA - Tracy |
|
Tracy, CA |
|
W |
|
|
2038 |
|
|
|
210,373 |
|
|
|
4,652,865 |
|
|
|
1.3 |
% |
|
|
22.12 |
|
TREAS - Parkersburg |
|
Parkersburg, WV |
|
O |
|
|
2041 |
|
|
|
182,500 |
|
|
|
4,419,159 |
|
|
|
1.2 |
% |
|
|
24.21 |
|
FDA - Lenexa |
|
Lenexa, KS |
|
L |
|
|
2040 |
|
|
|
59,690 |
|
|
|
4,333,387 |
|
|
|
1.2 |
% |
|
|
72.60 |
|
FBI - Mobile |
|
Mobile, AL |
|
SF |
|
|
2029 |
|
|
|
76,112 |
|
|
|
4,286,736 |
|
|
|
1.2 |
% |
|
|
56.32 |
|
FBI - Pittsburgh |
|
Pittsburgh, PA |
|
SF |
|
|
2027 |
|
|
|
100,054 |
|
|
|
4,153,115 |
|
|
|
1.1 |
% |
|
|
41.51 |
|
ICE - Dallas (6) |
|
Irvine, TX |
|
SF |
|
2032 / 2040 |
|
|
|
135,200 |
|
|
|
4,135,588 |
|
|
|
1.1 |
% |
|
|
30.59 |
|
|
VA - South Bend |
|
Mishakawa, IN |
|
OC |
|
|
2032 |
|
|
|
86,363 |
|
|
|
4,094,780 |
|
|
|
1.1 |
% |
|
|
47.41 |
|
VA - Mobile |
|
Mobile, AL |
|
OC |
|
|
2033 |
|
|
|
79,212 |
|
|
|
3,996,712 |
|
|
|
1.1 |
% |
|
|
50.46 |
|
FBI - New Orleans |
|
New Orleans, LA |
|
SF |
|
|
2029 |
|
|
|
137,679 |
|
|
|
3,960,089 |
|
|
|
1.1 |
% |
|
|
28.76 |
|
FBI - Omaha |
|
Omaha, NE |
|
SF |
|
|
2044 |
|
|
|
112,196 |
|
|
|
3,959,898 |
|
|
|
1.1 |
% |
|
|
35.29 |
|
USCIS - Lincoln |
|
Lincoln, NE |
|
O |
|
|
2025 |
|
|
|
137,671 |
|
|
|
3,936,879 |
|
|
|
1.1 |
% |
|
|
28.60 |
|
FBI - Knoxville |
|
Knoxville, TN |
|
SF |
|
|
2025 |
|
|
|
99,130 |
|
|
|
3,629,035 |
|
|
|
1.0 |
% |
|
|
36.61 |
|
FBI - Birmingham |
|
Birmingham, AL |
|
SF |
|
|
2042 |
|
|
|
96,278 |
|
|
|
3,583,919 |
|
|
|
1.0 |
% |
|
|
37.22 |
|
EPA - Kansas City |
|
Kansas City, KS |
|
L |
|
|
2043 |
|
|
|
55,833 |
|
|
|
3,574,923 |
|
|
|
1.0 |
% |
|
|
64.03 |
|
FBI - Albany |
|
Albany, NY |
|
SF |
|
|
2036 |
|
|
|
69,476 |
|
|
|
3,563,440 |
|
|
|
1.0 |
% |
|
|
51.29 |
|
USFS II - Albuquerque |
|
Albuquerque, NM |
|
O |
|
|
2031 |
|
|
|
98,720 |
|
|
|
3,497,292 |
|
|
|
0.9 |
% |
|
|
35.43 |
|
DOT - Lakewood |
|
Lakewood, CO |
|
O |
|
|
2039 |
|
|
|
116,046 |
|
|
|
3,396,276 |
|
|
|
0.9 |
% |
|
|
29.27 |
|
ICE - Charleston |
|
North Charleston, SC |
|
SF |
|
|
2027 |
|
|
|
65,124 |
|
|
|
3,392,940 |
|
|
|
0.9 |
% |
|
|
52.10 |
|
26
Property Name |
|
Location |
|
Property |
|
Tenant Lease |
|
|
Leased |
|
|
Annualized |
|
|
Percentage |
|
|
Annualized |
|
|||||
Wholly Owned U.S. Government Leased Properties (Cont.) |
|
|||||||||||||||||||||||
FBI - Richmond |
|
Richmond, VA |
|
SF |
|
|
2041 |
|
|
|
96,607 |
|
|
|
3,366,454 |
|
|
|
0.9 |
% |
|
|
34.85 |
|
VA - Chico |
|
Chico, CA |
|
OC |
|
|
2034 |
|
|
|
51,647 |
|
|
|
3,343,379 |
|
|
|
0.9 |
% |
|
|
64.74 |
|
JUD - Del Rio |
|
Del Rio, TX |
|
C |
|
|
2041 |
|
|
|
89,880 |
|
|
|
3,316,384 |
|
|
|
0.9 |
% |
|
|
36.90 |
|
DEA - Sterling |
|
Sterling, VA |
|
L |
|
|
2038 |
|
|
|
57,692 |
|
|
|
3,282,887 |
|
|
|
0.9 |
% |
|
|
56.90 |
|
FBI - Little Rock |
|
Little Rock, AR |
|
SF |
|
|
2041 |
|
|
|
102,377 |
|
|
|
3,237,405 |
|
|
|
0.9 |
% |
|
|
31.62 |
|
DEA - Vista |
|
Vista, CA |
|
L |
|
|
2035 |
|
|
|
52,293 |
|
|
|
3,147,780 |
|
|
|
0.9 |
% |
|
|
60.20 |
|
USCIS - Tustin |
|
Tustin, CA |
|
O |
|
|
2034 |
|
|
|
66,818 |
|
|
|
3,142,255 |
|
|
|
0.9 |
% |
|
|
47.03 |
|
VA - Indianapolis |
|
Brownsburg, IN |
|
OC |
|
|
2041 |
|
|
|
80,000 |
|
|
|
2,973,092 |
|
|
|
0.8 |
% |
|
|
37.16 |
|
VA - Orange |
|
Orange, CT |
|
OC |
|
|
2034 |
|
|
|
56,330 |
|
|
|
2,958,926 |
|
|
|
0.8 |
% |
|
|
52.53 |
|
ICE - Albuquerque |
|
Albuquerque, NM |
|
SF |
|
|
2027 |
|
|
|
71,100 |
|
|
|
2,857,704 |
|
|
|
0.8 |
% |
|
|
40.19 |
|
SSA - Charleston |
|
Charleston, WV |
|
O |
|
|
2029 |
|
|
|
110,000 |
|
|
|
2,822,514 |
|
|
|
0.8 |
% |
|
|
25.66 |
|
JUD - El Centro |
|
El Centro, CA |
|
C |
|
|
2034 |
|
|
|
43,345 |
|
|
|
2,815,302 |
|
|
|
0.8 |
% |
|
|
64.95 |
|
DHS - Burlington |
|
Williston, VT |
|
SF |
|
|
2031 |
|
|
|
74,549 |
|
|
|
2,814,155 |
|
|
|
0.8 |
% |
|
|
37.75 |
|
DEA - Dallas Lab |
|
Dallas, TX |
|
L |
|
|
2038 |
|
|
|
49,723 |
|
|
|
2,805,696 |
|
|
|
0.8 |
% |
|
|
56.43 |
|
DEA - Pleasanton |
|
Pleasanton, CA |
|
L |
|
|
2035 |
|
|
|
42,480 |
|
|
|
2,788,150 |
|
|
|
0.8 |
% |
|
|
65.63 |
|
DEA - Upper Marlboro |
|
Upper Marlboro, MD |
|
L |
|
|
2037 |
|
|
|
50,978 |
|
|
|
2,773,789 |
|
|
|
0.8 |
% |
|
|
54.41 |
|
NARA - Broomfield |
|
Broomfield, CO |
|
W |
|
|
2032 |
|
|
|
161,730 |
|
|
|
2,697,002 |
|
|
|
0.7 |
% |
|
|
16.68 |
|
TREAS - Birmingham |
|
Birmingham, AL |
|
O |
|
|
2029 |
|
|
|
83,676 |
|
|
|
2,602,746 |
|
|
|
0.7 |
% |
|
|
31.11 |
|
DHS - Atlanta (7) |
|
Atlanta, GA |
|
SF |
|
2031 - 2038 |
|
|
|
91,185 |
|
|
|
2,590,303 |
|
|
|
0.7 |
% |
|
|
28.41 |
|
|
USAO - Louisville |
|
Louisville, KY |
|
SF |
|
|
2031 |
|
|
|
60,000 |
|
|
|
2,549,993 |
|
|
|
0.7 |
% |
|
|
42.50 |
|
JUD - Charleston |
|
Charleston, SC |
|
C |
|
|
2040 |
|
|
|
52,339 |
|
|
|
2,536,155 |
|
|
|
0.7 |
% |
|
|
48.46 |
|
JUD - Jackson |
|
Jackson, TN |
|
C |
|
|
2043 |
|
|
|
75,043 |
|
|
|
2,403,192 |
|
|
|
0.7 |
% |
|
|
32.02 |
|
IRS - Ogden |
|
Ogden, UT |
|
W |
|
|
2029 |
|
|
|
100,000 |
|
|
|
2,373,650 |
|
|
|
0.6 |
% |
|
|
23.74 |
|
DEA - Dallas |
|
Dallas, TX |
|
SF |
|
|
2041 |
|
|
|
71,827 |
|
|
|
2,351,827 |
|
|
|
0.6 |
% |
|
|
32.74 |
|
CBP - Savannah |
|
Savannah, GA |
|
L |
|
|
2033 |
|
|
|
35,000 |
|
|
|
2,298,792 |
|
|
|
0.6 |
% |
|
|
65.68 |
|
Various GSA - Cleveland (8) |
|
Brooklyn Heights, OH |
|
O |
|
2028 - 2040 |
|
|
|
61,384 |
|
|
|
2,245,512 |
|
|
|
0.6 |
% |
|
|
36.58 |
|
|
NWS - Kansas City |
|
Kansas City, MO |
|
SF |
|
|
2033 |
|
|
|
94,378 |
|
|
|
2,163,306 |
|
|
|
0.6 |
% |
|
|
22.92 |
|
DEA - Santa Ana |
|
Santa Ana, CA |
|
SF |
|
|
2029 |
|
|
|
39,905 |
|
|
|
2,028,518 |
|
|
|
0.6 |
% |
|
|
50.83 |
|
DEA - Riverside |
|
Riverside, CA |
|
SF |
|
|
2032 |
|
|
|
34,354 |
|
|
|
2,024,309 |
|
|
|
0.5 |
% |
|
|
58.92 |
|
DEA - North Highlands |
|
Sacramento, CA |
|
SF |
|
|
2033 |
|
|
|
37,975 |
|
|
|
1,893,238 |
|
|
|
0.5 |
% |
|
|
49.85 |
|
GSA - Clarksburg |
|
Clarksburg, WV |
|
O |
|
|
2039 |
|
|
|
70,495 |
|
|
|
1,892,566 |
|
|
|
0.5 |
% |
|
|
26.85 |
|
JUD - Aberdeen |
|
Aberdeen, MS |
|
C |
|
|
2040 |
|
|
|
45,194 |
|
|
|
1,890,924 |
|
|
|
0.5 |
% |
|
|
41.84 |
|
NPS - Omaha |
|
Omaha, NE |
|
SF |
|
|
2029 |
|
|
|
62,772 |
|
|
|
1,866,451 |
|
|
|
0.5 |
% |
|
|
29.73 |
|
VA - Golden |
|
Golden, CO |
|
W |
|
|
2026 |
|
|
|
56,753 |
|
|
|
1,781,875 |
|
|
|
0.5 |
% |
|
|
31.40 |
|
JUD - Newport News |
|
Newport News, VA |
|
C |
|
|
2033 |
|
|
|
35,005 |
|
|
|
1,684,773 |
|
|
|
0.5 |
% |
|
|
48.13 |
|
ICE - Orlando |
|
Orlando, FL |
|
SF |
|
|
2040 |
|
|
|
49,420 |
|
|
|
1,668,211 |
|
|
|
0.5 |
% |
|
|
33.76 |
|
USCG - Martinsburg |
|
Martinsburg, WV |
|
SF |
|
|
2027 |
|
|
|
59,547 |
|
|
|
1,629,291 |
|
|
|
0.4 |
% |
|
|
27.36 |
|
VA - Charleston |
|
North Charleston, SC |
|
W |
|
|
2040 |
|
|
|
97,718 |
|
|
|
1,511,163 |
|
|
|
0.4 |
% |
|
|
15.46 |
|
JUD - Council Bluffs |
|
Council Bluffs, IA |
|
C |
|
|
2041 |
|
|
|
28,900 |
|
|
|
1,368,502 |
|
|
|
0.4 |
% |
|
|
47.35 |
|
USAO - Springfield |
|
Springfield, IL |
|
SF |
|
|
2038 |
|
|
|
43,600 |
|
|
|
1,356,930 |
|
|
|
0.4 |
% |
|
|
31.12 |
|
DEA - Birmingham |
|
Birmingham, AL |
|
SF |
|
|
2038 |
|
|
|
35,616 |
|
|
|
1,260,657 |
|
|
|
0.3 |
% |
|
|
35.40 |
|
DEA - Albany |
|
Albany, NY |
|
SF |
|
|
2042 |
|
|
|
31,976 |
|
|
|
1,186,749 |
|
|
|
0.3 |
% |
|
|
37.11 |
|
HSI - Orlando |
|
Orlando, FL |
|
SF |
|
|
2036 |
|
|
|
27,840 |
|
|
|
1,082,677 |
|
|
|
0.3 |
% |
|
|
38.89 |
|
SSA - Dallas |
|
Dallas, TX |
|
SF |
|
|
2035 |
|
|
|
27,200 |
|
|
|
1,066,875 |
|
|
|
0.3 |
% |
|
|
39.22 |
|
27
Property Name |
|
Location |
|
Property |
|
Tenant Lease |
|
|
Leased |
|
|
Annualized |
|
|
Percentage |
|
|
Annualized |
|
|||||
Wholly Owned U.S. Government Leased Properties (Cont.) |
|
|||||||||||||||||||||||
JUD - South Bend |
|
South Bend, IN |
|
C |
|
|
2027 |
|
|
|
30,119 |
|
|
|
813,135 |
|
|
|
0.2 |
% |
|
|
27.00 |
|
ICE - Louisville |
|
Louisville, KY |
|
SF |
|
|
2036 |
|
|
|
17,420 |
|
|
|
662,835 |
|
|
|
0.2 |
% |
|
|
38.05 |
|
DEA - San Diego |
|
San Diego, CA |
|
W |
|
|
2032 |
|
|
|
16,100 |
|
|
|
563,454 |
|
|
|
0.2 |
% |
|
|
35.00 |
|
DEA - Bakersfield |
|
Bakersfield, CA |
|
SF |
|
|
2038 |
|
|
|
9,800 |
|
|
|
496,834 |
|
|
|
0.1 |
% |
|
|
50.70 |
|
SSA - San Diego |
|
San Diego, CA |
|
SF |
|
|
2032 |
|
|
|
10,059 |
|
|
|
452,860 |
|
|
|
0.1 |
% |
|
|
45.02 |
|
ICE - Otay |
|
San Diego, CA |
|
O |
|
|
2027 |
|
|
|
7,434 |
|
|
|
262,497 |
|
|
|
0.1 |
% |
|
|
35.31 |
|
Subtotal |
|
|
|
|
|
|
|
|
|
7,946,677 |
|
|
$ |
283,418,381 |
|
|
|
76.9 |
% |
|
$ |
35.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholly Owned State and Local Government Property |
|
|
|
|
|
|
|
|||||||||||||||||
DC - Capitol Plaza (9) |
|
Washington, DC |
|
O |
|
|
2038 |
|
|
|
284,688 |
|
|
|
17,599,954 |
|
|
|
4.8 |
% |
|
|
61.82 |
|
Wake County III - Cary (10) |
|
Cary, NC |
|
O |
|
2027 / 2034 |
|
|
|
113,722 |
|
|
|
3,495,664 |
|
|
|
0.9 |
% |
|
|
30.74 |
|
|
CA - Anaheim |
|
Anaheim, CA |
|
O |
|
2033 / 2034 |
|
|
|
95,273 |
|
|
|
3,364,379 |
|
|
|
0.9 |
% |
|
|
35.31 |
|
|
Wake County II - Cary |
|
Cary, NC |
|
O |
|
|
2034 |
|
|
|
98,340 |
|
|
|
2,840,676 |
|
|
|
0.8 |
% |
|
|
28.89 |
|
Wake County I - Cary |
|
Cary, NC |
|
O |
|
|
2034 |
|
|
|
75,401 |
|
|
|
2,222,073 |
|
|
|
0.6 |
% |
|
|
29.47 |
|
Subtotal |
|
|
|
|
|
|
|
|
|
667,424 |
|
|
|
29,522,746 |
|
|
|
8.0 |
% |
|
$ |
44.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholly Owned Privately Leased Property |
|
|
|
|
|
|
|
|||||||||||||||||
Northrop Grumman - Dayton |
|
Beavercreek, OH |
|
SF |
|
|
2029 |
|
|
|
99,246 |
|
|
|
2,629,161 |
|
|
|
0.7 |
% |
|
|
26.49 |
|
Northrop Grumman - Aurora |
|
Aurora, CO |
|
SF |
|
|
2032 |
|
|
|
104,136 |
|
|
|
2,368,386 |
|
|
|
0.6 |
% |
|
|
22.74 |
|
501 East Hunter Street - Lummus Corporation |
|
Lubbock, TX |
|
W |
|
|
2028 |
|
|
|
70,078 |
|
|
|
412,024 |
|
|
|
0.1 |
% |
|
|
5.88 |
|
Subtotal |
|
|
|
|
|
|
|
|
|
273,460 |
|
|
$ |
5,409,571 |
|
|
|
1.4 |
% |
|
$ |
19.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Wholly Owned Properties Total / Weighted Average |
|
|
|
8,887,561 |
|
|
$ |
318,350,698 |
|
|
|
86.3 |
% |
|
$ |
35.82 |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated AG˹ٷ Estate Venture U.S. Government Leased Properties |
|
|
|
|
||||||||||||||||||||
VA - Phoenix (11) |
|
Phoenix, AZ |
|
OC |
|
|
2042 |
|
|
|
257,294 |
|
|
|
10,798,608 |
|
|
|
2.9 |
% |
|
|
41.97 |
|
VA - San Antonio (11) |
|
San Antonio, TX |
|
OC |
|
|
2041 |
|
|
|
226,148 |
|
|
|
9,301,800 |
|
|
|
2.5 |
% |
|
|
41.13 |
|
VA - Jacksonville (11) |
|
Jacksonville, FL |
|
OC |
|
|
2043 |
|
|
|
193,100 |
|
|
|
7,342,700 |
|
|
|
2.0 |
% |
|
|
38.03 |
|
VA - Chattanooga (11) |
|
Chattanooga, TN |
|
OC |
|
|
2035 |
|
|
|
94,566 |
|
|
|
4,383,594 |
|
|
|
1.2 |
% |
|
|
46.35 |
|
VA - Lubbock (11) (12) |
|
Lubbock, TX |
|
OC |
|
|
2040 |
|
|
|
120,916 |
|
|
|
4,259,993 |
|
|
|
1.2 |
% |
|
|
35.23 |
|
VA - Marietta (11) |
|
Marietta, GA |
|
OC |
|
|
2041 |
|
|
|
76,882 |
|
|
|
3,843,098 |
|
|
|
1.0 |
% |
|
|
49.99 |
|
VA - Birmingham (11) |
|
Irondale, AL |
|
OC |
|
|
2041 |
|
|
|
77,128 |
|
|
|
3,192,361 |
|
|
|
0.9 |
% |
|
|
41.39 |
|
VA - Corpus Christi (11) |
|
Corpus Christi, TX |
|
OC |
|
|
2042 |
|
|
|
69,276 |
|
|
|
2,974,771 |
|
|
|
0.8 |
% |
|
|
42.94 |
|
VA - Columbus (11) |
|
Columbus, GA |
|
OC |
|
|
2042 |
|
|
|
67,793 |
|
|
|
2,925,752 |
|
|
|
0.8 |
% |
|
|
43.16 |
|
VA - Lenexa (11) |
|
Lenexa, KS |
|
OC |
|
|
2041 |
|
|
|
31,062 |
|
|
|
1,355,340 |
|
|
|
0.4 |
% |
|
|
43.63 |
|
Subtotal |
|
|
|
|
|
|
|
|
|
1,214,165 |
|
|
$ |
50,378,017 |
|
|
|
13.7 |
% |
|
$ |
41.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total / Weighted Average |
|
|
|
|
|
|
|
|
|
10,101,726 |
|
|
$ |
368,728,715 |
|
|
|
100.0 |
% |
|
$ |
36.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total / Weighted Average at Easterly's Share |
|
|
|
|
|
|
|
9,531,067 |
|
|
$ |
345,051,047 |
|
|
|
|
|
$ |
36.20 |
|
28
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 19.9 years as of June 30, 2025), 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, 2025:
Year of Lease Expiration (1) |
|
Number of |
|
|
Leased Square |
|
|
Percentage of |
|
|
Annualized |
|
|
Percentage |
|
|
Annualized |
|
||||||
2025 |
|
|
8 |
|
|
|
466,741 |
|
|
|
4.6 |
% |
|
$ |
15,272,598 |
|
|
|
4.1 |
% |
|
$ |
32.72 |
|
2026 |
|
|
5 |
|
|
|
296,112 |
|
|
|
2.9 |
% |
|
|
11,102,918 |
|
|
|
3.0 |
% |
|
|
37.50 |
|
2027 |
|
|
11 |
|
|
|
545,872 |
|
|
|
5.4 |
% |
|
|
20,280,347 |
|
|
|
5.5 |
% |
|
|
37.15 |
|
2028 |
|
|
12 |
|
|
|
807,610 |
|
|
|
8.0 |
% |
|
|
18,092,114 |
|
|
|
4.9 |
% |
|
|
22.40 |
|
2029 |
|
|
10 |
|
|
|
757,363 |
|
|
|
7.5 |
% |
|
|
24,733,328 |
|
|
|
6.7 |
% |
|
|
32.66 |
|
2030 |
|
|
4 |
|
|
|
67,202 |
|
|
|
0.7 |
% |
|
|
1,808,571 |
|
|
|
0.5 |
% |
|
|
26.91 |
|
2031 |
|
|
7 |
|
|
|
304,726 |
|
|
|
3.0 |
% |
|
|
11,762,560 |
|
|
|
3.2 |
% |
|
|
38.60 |
|
2032 |
|
|
11 |
|
|
|
712,188 |
|
|
|
7.1 |
% |
|
|
21,952,563 |
|
|
|
6.0 |
% |
|
|
30.82 |
|
2033 |
|
|
10 |
|
|
|
566,197 |
|
|
|
5.6 |
% |
|
|
22,349,592 |
|
|
|
6.1 |
% |
|
|
39.47 |
|
2034 |
|
|
10 |
|
|
|
507,793 |
|
|
|
5.0 |
% |
|
|
21,098,786 |
|
|
|
5.7 |
% |
|
|
41.55 |
|
Thereafter |
|
|
55 |
|
|
|
5,069,922 |
|
|
|
50.2 |
% |
|
|
200,275,338 |
|
|
|
54.3 |
% |
|
|
39.50 |
|
Total / Weighted Average |
|
|
143 |
|
|
|
10,101,726 |
|
|
|
100.0 |
% |
|
$ |
368,728,715 |
|
|
|
100.0 |
% |
|
$ |
36.50 |
|
29
Information about our development properties as of June 30, 2025 is set forth in the table below:
Property Name |
|
Location |
|
Tenant |
|
Property |
|
Lease Term |
|
Estimated Leased |
|
||
FDA - Atlanta |
|
Atlanta, GA |
|
Food and Drug Administration |
|
L (1) |
|
20-year |
|
|
|
162,000 |
|
JUD - Flagstaff |
|
Flagstaff, AZ |
|
Judiciary of the U.S. Government |
|
C (2) |
|
20-year |
|
|
|
50,777 |
|
JUD - Medford |
|
Medford, OR |
|
Judiciary of the U.S. Government |
|
C (2) |
|
20-year |
|
|
|
40,035 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
252,812 |
|
Results of Operations
Comparison of Results of Operations for the three months ended June 30, 2025 and 2024
The financial information presented below summarizes our results of operations for the three months ended June 30, 2025 and 2024 (amounts in thousands).
|
|
For the three months ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Rental income |
|
$ |
80,367 |
|
|
$ |
72,183 |
|
|
$ |
8,184 |
|
Tenant reimbursements |
|
|
1,895 |
|
|
|
2,814 |
|
|
|
(919 |
) |
Asset management income |
|
|
622 |
|
|
|
551 |
|
|
|
71 |
|
Other income |
|
|
1,350 |
|
|
|
673 |
|
|
|
677 |
|
Total revenues |
|
|
84,234 |
|
|
|
76,221 |
|
|
|
8,013 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|||
Property operating |
|
|
19,210 |
|
|
|
18,118 |
|
|
|
1,092 |
|
AG˹ٷ estate taxes |
|
|
8,486 |
|
|
|
7,843 |
|
|
|
643 |
|
Depreciation and amortization |
|
|
28,534 |
|
|
|
24,086 |
|
|
|
4,448 |
|
Acquisition costs |
|
|
362 |
|
|
|
408 |
|
|
|
(46 |
) |
Corporate general and administrative |
|
|
6,807 |
|
|
|
6,910 |
|
|
|
(103 |
) |
Provision for (recovery of) credit losses |
|
|
(539 |
) |
|
|
218 |
|
|
|
(757 |
) |
Total expenses |
|
|
62,860 |
|
|
|
57,583 |
|
|
|
5,277 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|||
Income from unconsolidated real estate venture |
|
|
1,840 |
|
|
|
1,377 |
|
|
|
463 |
|
Interest expense, net |
|
|
(18,960 |
) |
|
|
(15,165 |
) |
|
|
(3,795 |
) |
Net income |
|
$ |
4,254 |
|
|
$ |
4,850 |
|
|
$ |
(596 |
) |
Revenues
Total revenues increased $8.0 million to $84.2 million for the three months ended June 30, 2025 compared to $76.2 million for the three months ended June 30, 2024.
The $8.2 million increase in Rental income is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the quarter ended June 30, 2024.
The $0.9 million decrease in tenant reimbursements is primarily attributable to a decrease in tenant project reimbursement.
The $0.1 million increase in Asset management income is primarily attributable to the fee earned by us for asset management of the JV from the one property acquired since June 30, 2024.
The $0.7 million increase in Other income is primarily attributable to an increase in interest income.
30
Expenses
Total expenses increased $5.3 million to $62.9 million for the three months ended June 30, 2025 compared to $57.6 million for the three months ended June 30, 2024.
The $1.1 million increase in Property operating expenses is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the quarter ended June 30, 2024.
The $0.6 million increase in AG˹ٷ estate taxes is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the quarter ended June 30, 2024.
The $4.4 million increase in Depreciation and amortization is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the quarter ended June 30, 2024.
The $0.1 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.
The $0.8 million decrease in provision for (recovery of) credit losses is primarily due to a downward adjustment to our credit loss allowance for a $15.0 million paydown of AG˹ٷ estate loan receivable and change in market conditions.
Income from unconsolidated real estate venture
The $0.5 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since June 30, 2024.
Interest expense, net
The $3.8 million increase in Interest expense, net is primarily attributable to the fixed rate senior unsecured notes issued since June 30, 2024.
31
Comparison of Results of Operations for the six months ended June 30, 2025 and 2024
The financial information presented below summarizes our results of operations for the six months ended June 30, 2025 and 2024 (amounts in thousands).
|
|
For the six months ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Rental income |
|
$ |
155,913 |
|
|
$ |
142,929 |
|
|
$ |
12,984 |
|
Tenant reimbursements |
|
|
2,921 |
|
|
|
3,831 |
|
|
|
(910 |
) |
Asset management income |
|
|
1,244 |
|
|
|
1,101 |
|
|
|
143 |
|
Other income |
|
|
2,831 |
|
|
|
1,160 |
|
|
|
1,671 |
|
Total revenues |
|
|
162,909 |
|
|
|
149,021 |
|
|
|
13,888 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|||
Property operating |
|
|
37,009 |
|
|
|
34,710 |
|
|
|
2,299 |
|
AG˹ٷ estate taxes |
|
|
16,443 |
|
|
|
16,072 |
|
|
|
371 |
|
Depreciation and amortization |
|
|
55,331 |
|
|
|
47,886 |
|
|
|
7,445 |
|
Acquisition costs |
|
|
669 |
|
|
|
827 |
|
|
|
(158 |
) |
Corporate general and administrative |
|
|
13,022 |
|
|
|
13,365 |
|
|
|
(343 |
) |
Provision for (recovery of) credit losses |
|
|
(777 |
) |
|
|
218 |
|
|
|
(995 |
) |
Total expenses |
|
|
121,697 |
|
|
|
113,078 |
|
|
|
8,619 |
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|||
Income from unconsolidated real estate venture |
|
|
3,662 |
|
|
|
2,792 |
|
|
|
870 |
|
Interest expense, net |
|
|
(37,337 |
) |
|
|
(29,001 |
) |
|
|
(8,336 |
) |
Net income |
|
$ |
7,537 |
|
|
$ |
9,734 |
|
|
$ |
(2,197 |
) |
Revenues
Total revenues increased $13.9 million to $162.9 million for the six months ended June 30, 2025 compared to $149.0 million for the six months ended June 30, 2024.
The $13.0 million increase in Rental income is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the six months ended June 30, 2024.
The $0.9 million decrease in tenant reimbursements is primarily attributable to a decrease in tenant project reimbursement.
The $0.1 million increase in Asset management income is primarily attributable to the fee earned by us for asset management of the JV from the one property acquired since June 30, 2024.
The $1.7 million increase in Other income is primarily attributable to an increase in interest income.
Expenses
Total expenses increased $8.6 million to $121.7 million for the six months ended June 30, 2025 compared to $113.1 million for the six months ended June 30, 2024.
The $2.3 million increase in Property operating expenses is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the six months ended June 30, 2024.
The $0.4 million increase in AG˹ٷ estate taxes is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the six months ended June 30, 2024.
The $7.4 million increase in Depreciation and amortization is primarily attributable to the eight operating properties acquired since June 30, 2024 and a full period of operations from the three operating properties acquired during the six months ended June 30, 2024.
32
The $0.3 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.
The $1.0 million decrease in Provision for (recovery of) credit losses is primarily due to a downward adjustment to our credit loss allowance for a $15.0 million paydown of AG˹ٷ estate loan receivable and change in market conditions.
Income from unconsolidated real estate venture
The $0.9 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since June 30, 2024.
Interest expense, net
The $8.3 million increase in Interest expense, net is primarily attributable to the fixed rate senior unsecured notes issued since June 30, 2024.
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, development activities at FDA – Atlanta, JUD – Flagstaff and JUD – Medford, planned and possible acquisitions of properties, stockholder distributions to maintain our qualification as a REIT, potential repurchases of common stock under our share repurchase program and other capital obligations associated with conducting our business. At June 30, 2025, we had approximately $4.7 million available in cash and cash equivalents, $9.4 million of restricted cash and there was approximately $122.3 million available under our 2024 revolving credit facility.
Our primary expected sources of capital are as follows:
Our short-term liquidity requirements consist primarily of funds to pay for the following:
33
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
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 2021 ATM Program during the six months ended June 30, 2025 (amounts in thousands, except share amounts):
|
|
2021 ATM Program |
|
|||||
For the quarter ended |
|
Number of Shares Issued (1) |
|
|
Net Proceeds |
|
||
March 31, 2025 |
|
|
1,514,266 |
|
|
$ |
40,858 |
|
June 30, 2025 |
|
|
202,721 |
|
|
|
5,315 |
|
Total |
|
|
1,716,987 |
|
|
$ |
46,173 |
|
(1) Share amounts have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split. Shares issued by us, which were all issued in settlement of forward sale transactions. As of June 30, 2025, we had settled all of our outstanding forward sale transactions under the 2021 ATM Program. We accounted for the forward sale transactions as equity.
As of June 30, 2025, we had approximately $253.1 million of gross sales of our common stock available under the 2021 ATM Program. The 2019 ATM Program was terminated on April 30, 2025 and there were no issuances under the 2019 ATM Program during the three or six months ended June 30, 2025.
Share Repurchase Program
On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 1,815,597 shares of our common stock (adjusted for the Reverse Stock Split), or approximately 5% of our outstanding shares as of the original 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, 2025.
34
Debt
Indebtedness Outstanding
The following table sets forth certain information with respect to our outstanding indebtedness as of June 30, 2025 (amounts in thousands):
|
|
Principal Outstanding |
|
|
Interest |
|
Current |
|
|
Loan |
|
June 30, 2025 |
|
|
Rate (1) |
|
Maturity |
|
|
Revolving credit facility: |
|
|
|
|
|
|
|
|
|
2024 revolving credit facility (2) |
|
$ |
277,550 |
|
|
SOFR + 145 bps (3) |
|
June 2028 (4) |
|
Total revolving credit facility |
|
|
277,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan facilities: |
|
|
|
|
|
|
|
|
|
2016 term loan facility |
|
|
100,000 |
|
|
5.31% (5) |
|
January 2028 (6) |
|
2018 term loan facility |
|
|
174,500 |
|
|
5.09% (7) |
|
July 2026 |
|
Total term loan facilities |
|
|
274,500 |
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
(976 |
) |
|
|
|
|
|
Total term loan facilities, net |
|
|
273,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
2024 series A senior notes |
|
|
150,000 |
|
|
6.56% |
|
May 2033 |
|
2024 series B senior notes |
|
|
50,000 |
|
|
6.56% |
|
August 2033 |
|
2025 series A senior notes |
|
|
25,000 |
|
|
6.13% |
|
March 2030 |
|
2025 series B senior notes |
|
|
100,000 |
|
|
6.33% (8) |
|
March 2032 |
|
Total notes payable |
|
|
1,025,000 |
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
(6,602 |
) |
|
|
|
|
|
Total notes payable, net |
|
|
1,018,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage notes payable: |
|
|
|
|
|
|
|
|
|
USFS II – Albuquerque |
|
|
8,580 |
|
|
4.46% |
|
July 2026 |
|
ICE – Charleston |
|
|
9,714 |
|
|
4.21% |
|
January 2027 |
|
VA – Loma Linda |
|
|
127,500 |
|
|
3.59% |
|
July 2027 |
|
CBP – Savannah |
|
|
8,240 |
|
|
3.40% |
|
July 2033 |
|
Total mortgage notes payable |
|
|
154,034 |
|
|
|
|
|
|
Less: Total unamortized deferred financing fees |
|
|
(469 |
) |
|
|
|
|
|
Less: Total unamortized premium/discount |
|
|
(145 |
) |
|
|
|
|
|
Total mortgage notes payable, net |
|
|
153,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
1,722,892 |
|
|
|
|
|
|
35
2016 Term Loan Facility
On January 8, 2025, we entered into the ninth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016, to extend the maturity date of our 2016 term loan facility from January 30, 2025 to January 28, 2028.
2025 Senior Note Agreement
On March 20, 2025, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $125 million of fixed rate, senior unsecured notes (“Senior Notes”) consisting of (i) 6.13% 2025 Series A Senior Notes due March 20, 2030 (“2025 series A senior notes”), in an aggregate principal amount of $25.0 million, and (ii) 6.33% 2025 Series B Senior Notes due March 20, 2032 (“2025 series B senior notes”), in an aggregate principal amount of $100.0 million. The Senior Notes were issued on March 20, 2025. We, together with various subsidiaries of the Operating Partnership, have guaranteed the series A senior notes and the series B senior notes.
Our 2024 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, 2025, we were in compliance with all applicable financial covenants.
The chart below details our debt capital structure as of June 30, 2025 (dollar amounts in thousands):
Debt Capital Structure |
|
June 30, 2025 |
|
|
Total principal outstanding |
|
$ |
1,731,084 |
|
Weighted average maturity |
|
4.4 years |
|
|
Weighted average interest rate |
|
|
4.7 |
% |
% Variable debt |
|
|
14.6 |
% |
% Fixed debt (1) |
|
|
85.4 |
% |
% Secured debt |
|
|
8.9 |
% |
36
Material Cash Commitments
On April 1, 2025, the Borrower of the AG˹ٷ estate loan receivable paid off approximately $15.0 million of the outstanding balance of the loan reducing our total commitment. As of the date of this filing the net funded amount of the outstanding loan receivable was $32.8 million and our remaining obligation to fund was $3.9 million. We expect to fund the remaining commitment through the anticipated maturity of the loan on August 31, 2027, dependent on the borrower's election to use the commitments. For a more complete description of the real estate loan receivable, see Note 5 to the Consolidated Financial Statements.
Other than as described above, during the six months ended June 30, 2025, 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, 2024.
Unconsolidated AG˹ٷ 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.
As of June 30, 2025, we had invested $310.5 million in the JV. As of June 30, 2025, we had committed capital, net of return of over committed capital, to the JV totaling $332.9 million and had a remaining commitment of $8.5 million available. 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 (as adjusted to reflect the Reverse Stock Split and Reverse Unit Split) at the date of record is as follows:
Quarter |
|
Declaration Date |
|
Record Date |
|
Payment Date |
|
Dividend (1) |
|
|
Q1 2025 |
|
April 9, 2025 |
|
May 5, 2025 |
|
May 17, 2025 |
|
$ |
0.45 |
|
Q2 2025 |
|
July 30, 2025 |
|
August 13, 2025 |
|
August 25, 2025 |
|
$ |
0.45 |
|
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.
37
Cash Flows
The following table sets forth a summary of cash flows for the six months ended June 30, 2025 and 2024 (amounts in thousands):
|
|
For the six months ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
62,298 |
|
|
$ |
80,908 |
|
Investing activities |
|
|
(191,927 |
) |
|
|
(126,284 |
) |
Financing activities |
|
|
115,876 |
|
|
|
50,676 |
|
Operating Activities
We generated $62.3 million and $80.9 million of cash from operating activities during the six months ended June 30, 2025 and 2024, respectively. Net cash provided by operating activities for the six months ended June 30, 2025 includes $59.0 million in net cash from rental activities net of expenses and $9.7 million related to distributions from investment in unconsolidated real estate venture, offset by $6.4 million related to the change in tenant accounts receivable, prepaid expenses and other assets, real estate loan interest receivable, 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, 2024 includes $52.7 million in net cash from rental activities net of expenses, $21.0 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 and $7.3 million related to distributions from investment in unconsolidated real estate venture.
Investing Activities
We used $191.9 million and $126.3 million in cash for investing activities during the six months ended June 30, 2025 and 2024, respectively. Net cash used in investing activities for the six months ended June 30, 2025 includes $144.8 million in real estate acquisitions and deposits, $36.0 million in additions to development properties, $15.7 million in additions to operating properties, offset by $4.6 million in repayment of (investment in) real estate loan receivable, net. Net cash used in investing activities for the six months ended June 30, 2024 includes $58.2 million in real estate acquisitions and deposits, $43.0 million in additions to development properties, $19.6 million in additions to operating properties and $5.5 million in investment in real estate loan receivable, net.
Financing Activities
We generated $115.9 million and $50.7 million in cash from financing activities during the six months ended June 30, 2025 and 2024, respectively. Net cash generated in financing activities for the six months ended June 30, 2025 includes $125.0 million in note payable issuances, $46.6 million in gross proceeds from issuance of shares of our common stock and $3.0 million in net draws under our 2024 revolving credit facility, offset by $51.6 million in dividend payments, $2.5 million in deferred financing costs, $2.3 million in mortgage notes payable repayment, $1.9 million in treasury lock settlement and $0.5 million in the payment of offering costs. Net cash generated by financing activities for the six months ended June 30, 2024 includes $150.0 million in note payable issuances and $8.0 million in gross proceeds from issuance of our common stock, offset by $57.5 million in dividend payments, $25.0 million in term loan repayments, $10.6 million in mortgage notes payable repayment, $7.4 million in deferred financing costs, $6.5 million in net paydowns under our revolving credit facility and $0.3 million in the payment of offering costs.
Non-GAAP Financial Measures
We use and present Funds From Operations (“FFO”) and Core FFO as supplemental measures of our performance. The summary below describes our use of FFO and Core FFO and 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.
38
Funds From Operations and Core Funds From Operations
FFO is a supplemental measure of our performance. We present FFO calculated in accordance with the current National Association of AG˹ٷ 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 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:
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, recovery of credit losses 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.
FFO and Core FFO are presented as supplemental financial measures and do not fully represent our operating performance. Other REITs may use different methodologies for calculating FFO and Core FFO or use other definitions of FFO and Core FFO and, accordingly, our presentation of these measures may not be comparable to other REITs. Neither FFO nor Core FFO is 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.
The following table sets forth a reconciliation of our net income to FFO and Core FFO for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
4,254 |
|
|
$ |
4,850 |
|
|
$ |
7,537 |
|
|
$ |
9,734 |
|
Depreciation of real estate assets |
|
|
28,282 |
|
|
|
23,834 |
|
|
|
54,828 |
|
|
|
47,383 |
|
Unconsolidated real estate venture allocated share of above adjustments |
|
|
2,280 |
|
|
|
2,006 |
|
|
|
4,559 |
|
|
|
4,008 |
|
FFO |
|
|
34,816 |
|
|
|
30,690 |
|
|
|
66,924 |
|
|
|
61,125 |
|
Adjustments to FFO: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on extinguishment of debt and modification costs |
|
|
— |
|
|
|
258 |
|
|
|
900 |
|
|
|
258 |
|
Provision for (recovery of) credit losses |
|
|
(539 |
) |
|
|
218 |
|
|
|
(777 |
) |
|
|
218 |
|
Natural disaster event expense, net of recovery |
|
|
47 |
|
|
|
(61 |
) |
|
|
70 |
|
|
|
(8 |
) |
Depreciation of non-real estate assets |
|
|
252 |
|
|
|
252 |
|
|
|
503 |
|
|
|
503 |
|
Unconsolidated real estate venture allocated share of above adjustments |
|
|
16 |
|
|
|
16 |
|
|
|
33 |
|
|
|
33 |
|
Core FFO |
|
|
34,592 |
|
|
|
31,373 |
|
|
|
67,653 |
|
|
|
62,129 |
|
39
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, 2024 contains a discussion of our significant accounting policies, which utilize relevant critical accounting estimates. During the six months ended June 30, 2025, 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, 2024.
Supplemental U.S. Federal Income Tax Considerations
The following discussion supplements and updates the disclosures under the heading “Certain United States Federal Income Tax Considerations” in the prospectus dated February 28, 2024, contained in our Registration Statement on Form S-3 (File No. 333-277434) filed with the SEC on February 28, 2024 (the “Existing Tax Disclosure”). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.
On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the “OBBB”), was enacted. The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular,
To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first five paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Quarterly Report on Form 10-Q.
The OBBB contains complex revisions to the U.S. federal income tax laws. Holders of our Common Stock are urged to consult with their tax advisors with respect to the OBBB and its potential effect on the acquisition, ownership and disposition of our Common Stock.
40
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 7 to the Consolidated Financial Statements.
As of June 30, 2025, $1.5 billion, or 85.4% of our debt, excluding unamortized premiums and discounts, had fixed interest rates and $252.1 million, or 14.6%, had variable interest rates based on SOFR. If market interest rates on our variable rate debt fluctuate by 25 basis points, our interest expense would increase or decrease, depending on rate movement, by $0.6 million annually.
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, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II
Item 1. Legal Proceedings
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, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2025, we issued an aggregate of 331,116 shares of common stock in exchange for an equal number of OP units held by limited partners. These shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). We relied on this exemption based upon factual representations received from the limited partners who received the shares of common stock.
Item 3. Defaults Upon Senior Securities
Not applicable.
41
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
42
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 |
|
Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on April 28, 2025 and incorporated herein by reference) |
|
|
|
3.3 |
|
Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.2 to the Company's Current Report on Form 8-K on April 28, 2025 and incorporated herein by reference) |
|
|
|
3.4 |
|
Articles of Amendment to the Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K on May 8, 2025 and incorporated herein by reference) |
|
|
|
3.5 |
|
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) |
|
|
|
3.6 |
|
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) |
|
|
|
3.7 |
|
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) |
|
|
|
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 as its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
* Filed herewith
** Furnished herewith
43
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 5, 2025 |
|
/s/ Darrell W. Crate |
|
|
|
Darrell W. Crate |
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
Date: August 5, 2025 |
|
/s/ Allison E. Marino |
|
|
|
Allison E. Marino |
|
|
|
Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
Source: