dea-8ka_20190131.htm

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  

January 31, 2019

 

Easterly Government Properties, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-36834

47-2047728

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

2101 L Street NW, Suite 650, Washington, D.C.

 

20037

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (202) 595-9500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.    

 

 

 

 

 

 


 

Explanatory Note

As previously reported, on June 15, 2018, Easterly Government Properties, Inc. (the “Company”), through wholly-owned subsidiaries of its operating partnership, Easterly Government Properties LP, entered into a purchase and sale agreement with affiliates of Saban Real Estate LLC, an unaffiliated third party, to acquire a portfolio of 14 properties. On September 13, 2018, the Company completed the acquisition of eight of the 14 portfolio properties (the “First Closing Properties”) and, on October 16, 2018, the Company completed the acquisition of three additional portfolio properties (the “Second Closing Properties”).

On February 6, 2019, the Company filed a Current Report Form 8-K (the “Original Report”) disclosing the acquisition by the Company of the three remaining portfolio properties on January 31, 2019 (the “Final Closing Properties” and, together with the First Closing Properties and the Second Closing Properties, the “Acquired Properties”). This amendment to the Original Report is being filed to provide the historical financial statements required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K, which financial statements and information were not included in the Original Report as permitted by Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K.  This Current Report on Form 8-K/A should be read in conjunction with the Original Report.

Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

 

The following financial statements for the Acquired Properties are attached hereto as Exhibit 99.1 and incorporated by reference herein:

 

Independent Auditor’s Report 

 

Acquired Properties – Combined Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2018 (unaudited) and the Year Ended December 31, 2017

 

Notes to the Combined Statements of Revenues and Certain Expenses

 

(b)

Pro Forma Financial Information.

 

The following pro forma financial information for the Company are attached hereto as Exhibit 99.2 and incorporated by reference herein:

 

Unaudited Pro Forma Consolidated Financial Statements

 

Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2018

Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2018

 

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2017

 

Notes to the Unaudited Pro Forma Consolidated Financial Statements

 

(d)

Exhibits.

 

Exhibit

  

Description

 

23.1

  

 

Consent of PricewaterhouseCoopers LLP

 

 

 

99.1

 

Financial Statements of the Acquired Properties

 

 

 

99.2

 

Unaudited Pro Forma Consolidated Financial Statements of the Company

 

 

 


2


 

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 hereunto duly authorized.

 

EASTERLY GOVERNMENT

PROPERTIES, INC.

 

 

By:

 

/s/ William C. Trimble, III

Name:

 

William C. Trimble, III

Title:

 

Chief Executive Officer and President

Date: April 17, 2019

 

 

 

3

dea-ex231_6.htm

 

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑3 (Nos. 333-223736 and 333-210052) and Form S-8 (Nos. 333-223356 and 333-202008) of Easterly Government Properties, Inc. of our report dated April 17, 2019 relating to the combined statements of revenues and certain expenses of Acquired Properties, which appears in this Current Report on Form 8‑K/A.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 17, 2019

 

 

 

dea-ex991_7.htm

Exhibit 99.1

 

Report of Independent Auditors

 

To the Board of Directors of Easterly Government Properties, Inc.

We have audited the accompanying combined statement of revenues and certain expenses of Acquired Properties (which is comprised of the acquired properties described in Note 1), for the year ended December 31, 2017.  

Management’s Responsibility for the Combined Statement of Revenues and Certain Expenses

Management is responsible for the preparation and fair presentation of the combined statement of revenues and certain expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined statement of revenues and certain expenses that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the combined statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statement of revenues and certain expenses are free from material misstatement.  

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined statement of revenues and certain expenses. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined statement of revenues and certain expenses, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the combined statement of revenues and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined statement of revenues and certain expenses. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 2 of Acquired Properties for the year ended December 31, 2017, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying combined statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K/A filed by Easterly Government Properties, Inc.) as described in Note 2 and are not intended to be a complete presentation of the Company’s revenues and expenses. Our opinion is not modified with respect to this matter.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2019

1

 


 

 

ACQUIRED PROPERTIES

COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(dollars in thousands)

 

 

 

Nine Months Ended

 

 

Year Ended

 

 

 

September 30, 2018*

 

 

December 31, 2017

 

 

 

(unaudited)

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

Rental income

 

$

27,972

 

 

$

38,710

 

Tenant reimbursements

 

 

2,699

 

 

 

4,412

 

Other income

 

 

827

 

 

 

1,199

 

Total revenues

 

$

31,498

 

 

$

44,321

 

 

 

 

 

 

 

 

 

 

Certain expenses

 

 

 

 

 

 

 

 

Property operating

 

 

6,659

 

 

 

9,600

 

Real estate taxes

 

 

3,955

 

 

 

5,576

 

Total certain expenses

 

 

10,614

 

 

 

15,176

 

 

 

 

 

 

 

 

 

 

Revenues in excess of certain expenses

 

$

20,884

 

 

$

29,145

 

 


* The nine months ended September 30, 2018 includes the operations of the First Closing Properties for the period from January 1, 2018 through September 12, 2018 and the operations of the Second Closing Properties and the Final Closing Properties for the period from January 1, 2018 through September 30, 2018. Operations of the First Closing Properties for the period from September 13, 2018 through September 30, 2018 are included in the Easterly Government Properties, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 5, 2018.

 

The accompanying notes are an integral part of the combined statements of revenues and certain expenses.

 

 

2

 


ACQUIRED PROPERTIES

Notes to the Combined Statements of Revenues and Certain Expenses

(dollars in thousands)

 

 

Note 1 – Organization and Nature of Business

 

On June 15, 2018, the Company, through wholly-owned subsidiaries of its operating partnership, Easterly Government Properties LP, entered into a purchase and sale agreement with affiliates of Saban Real Estate LLC, an unaffiliated third party, to acquire a portfolio of 14 properties. On September 13, 2018, the Company completed the acquisition of eight of the 14 portfolio properties (the “First Closing Properties”) and, on October 16, 2018, the Company completed the acquisition of three additional portfolio properties (the “Second Closing Properties”).  On January 31, 2019, the Company completed the acquisition of the three remaining portfolio properties (the “Final Closing Properties”, and together with the First Closing Properties and the Second Closing Properties, the “Acquired Properties”).

The Acquired Properties were acquired in asset acquisitions and consist of the following:

First Closing Properties

Various GSA - Buffalo, NY

Various GSA - Buffalo, a 267,766-square foot multi-tenanted Class A office building completed in 2004, is primarily occupied by two federal agencies: the Department of Veterans Affairs (VA) and the Internal Revenue Service (IRS). It also houses one of the National Labor Relations Board’s 26 regional offices. The U.S. Government leases 94% of the 100% leased building.

Various GSA - Chicago, IL

Various GSA - Chicago, a multi-tenanted office building fully renovated in 1999, is strategically located next to Chicago O’Hare International Airport and serves as the Federal Aviation Administration’s (FAA) Great Lakes Regional Office, which oversees operations in eight states. The U.S. Department of Agriculture (USDA) also maintains a presence within the facility. The 239,331-square foot building is 96% leased.

TREAS - Parkersburg, WV

TREAS - Parkersburg, a 182,500-square foot build-to-suit property, was built in multiple phases in 2004 and 2006 and is 100% leased to the General Services Administration (GSA) for the beneficial use of the Bureau of Fiscal Service (BFS). This mission critical agency within the U.S. Department of Treasury has been located in Parkersburg since 1957 and currently occupies three buildings in the vicinity.

SSA - Charleston, WV

SSA - Charleston, a 110,000-square foot single tenant facility fully renovated in 2000, is occupied by the Office of Hearings Operations (OHO), a part of the Social Security Administration (SSA). The Charleston hearing office services three SSA field offices in Ohio and nine SSA field offices in West Virginia. The 100% leased facility features courtrooms, administrative offices and public service areas.

FBI - Pittsburgh, PA

FBI - Pittsburgh serves as one of 56 Federal Bureau of Investigation (FBI) field offices located throughout the country. The 100,054-square foot facility was built-to-suit for the FBI in 2001 and is 100% leased. This facility oversees operations for nine surrounding resident agencies located throughout Pennsylvania and the entirety of West Virginia.

GSA - Clarksburg, WV

GSA - Clarksburg serves as a multi-tenanted federal center for various federal tenants within the market area, including the FBI, Drug Enforcement Agency (DEA), SSA, Offices of the U.S. Attorneys, and Small Business Association (SBA). This 100% leased 63,760-square foot build-to-suit facility was constructed in 1999 and serves the five tenant agencies through a single GSA lease.

ICE - Pittsburgh, PA

ICE - Pittsburgh, a state-of-the-art, build-to-suit facility constructed in 2004, is occupied by the U.S. Immigration and Customs Enforcement (ICE), which works to promote homeland security and public safety with respect to border control, customs, trade and immigration for the surrounding Pittsburgh region. The Class A facility houses the Homeland Security Investigations (HSI) division, dedicated to combating criminal organizations illegally exploiting America’s travel, trade, financial and immigration systems. This 33,425-square foot facility is located adjacent to the FBI - Pittsburgh field office and is 76% leased.

SSA - Dallas, TX

SSA - Dallas is a 27,200-square foot build-to-suit facility 100% leased to the GSA for the beneficial use of the SSA. Built in 2005, this facility integrates state-of-the-art systems to serve as a local field office with superb access from one of Dallas’s busiest thoroughfares.

3

 


ACQUIRED PROPERTIES

Notes to the Combined Statements of Revenues and Certain Expenses

(dollars in thousands)

 

 

Second Closing Properties

JUD - Charleston, SC

JUD - Charleston, an historic townhouse with a modern annex that, together with two adjacent federally-owned buildings, constitutes the federal judicial complex in Charleston. The original building dates to 1795 and was fully renovated in 1999 when the annex was constructed. The building, known as the Josiah House, contains three district judge courtrooms and four judges’ chambers. It is physically connected on the second floor to the J. Waties Waring Judicial Center. This 50,888-square foot federal courthouse is 100% leased.

VA - Baton Rouge, LA

VA - Baton Rouge, constructed in 2004, serves as a VA outpatient facility for Baton Rouge and the surrounding veteran population. This facility is one of two VA medical treatment facilities in Baton Rouge. Situated close to the largest private medical center in Louisiana, VA - Baton Rouge is 30,000-square feet in size and currently 100% leased to the VA.

DEA - Bakersfield, CA

DEA - Bakersfield is a build-to-suit facility that houses the Bakersfield Resident Office for the DEA’s San Francisco Division. This 9,800-square foot facility houses two holding cells, provides for secure and enclosed first floor parking and offers second story office space with secured rooms for weapons and drug storage. The facility was constructed in 2000 and is 100% leased.

Final Closing Properties

DEA - Sterling, VA

DEA - Sterling serves as a special testing and research laboratory to assist the DEA in performing mission critical forensic analyses. The 49,692-square foot facility was built-to-suit in 2001 and includes evidence rooms, computer labs, cryptography and various other specialized laboratories. The facility is 100% leased through 2020.

FDA - College Park, MD

FDA - College Park houses a laboratory for the Food and Drug Administration’s (FDA) Center for Food Safety and Applied Nutrition (CFSAN), one of the FDA’s seven product-oriented centers.  The 80,677-square foot office and laboratory was built-to-suit in 2004 and is 100% leased through 2029. The facility is part of the University of Maryland’s Research Park and is located two blocks from CFSAN headquarters in the Harvey W. Wiley Building, forming a campus which links university researchers, students and staff with federal laboratories and private sector companies.

Various GSA - Portland, OR

Various GSA - Portland, a Class A trophy multi-tenanted asset, was built in 2002 and is strategically located within Portland’s Central City Plan District along the MAX light rail system. The 225,057-square foot facility is occupied by tenants such as the USDA, U.S. Army Corp of Engineers (ACOE), FBI and the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF).

The accompanying combined statements of revenues and certain expenses (the “Statements”) relate to the combined operations of each of the Acquired Properties.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

The Statements relate to the Acquired Properties and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Acquired Properties for the nine months ended September 30, 2018 (unaudited) or for the year ended December 31, 2017, due to the exclusion of the following revenues and expenses which may not be comparable to the proposed future operations of the Acquired Properties:

 

depreciation and amortization,

 

interest income and expense,

 

amortization of above and below market leases, and

 

other miscellaneous revenues and expenses not directly related to the proposed future operations of the Acquired Properties.

4

 


ACQUIRED PROPERTIES

Notes to the Combined Statements of Revenues and Certain Expenses

(dollars in thousands)

 

 

Since the Acquired Properties were acquired from an unrelated third party, the Statements have been prepared for the fiscal year ended December 31, 2017 and interim period ended September 30, 2018. Information presented for the nine months ended September 30, 2018 includes the operations of the First Closing Properties for the period from January 1, 2018 through September 12, 2018 and the operations of the Second Closing Properties and Final Closing Properties for the period from January 1, 2018 through September 30, 2018. Operations of the First Closing Properties for the period from September 13, 2018 through September 30, 2018 are included in the Easterly Government Properties, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 5, 2018.

Principles of Combination

The Statements include selected accounts of the real estate operating assets and are presented on a combined basis as the Acquired Properties were under common control for all periods being presented.

Revenue Recognition

Rental income is recognized on the straight-line basis over the term of the related lease when collectability is reasonably assured. The straight-line rent adjustment decreased revenue for the Acquired Properties by approximately $0.4 million in the nine months ended September 30, 2018 (unaudited) and increased revenue by $1.3 million in the year ended December 31, 2017.

Tenant reimbursements include reimbursement for operating expenses which are determined by the base year operating expenses and are subject to reimbursement in subsequent years based on changes in the consumer price index for urban wage earners and clerical workers. This portion of rental income is recognized in the period in which it is earned. Tenant reimbursements also include amounts due from tenants for real estate taxes and other reimbursements. Real estate taxes over the base year are reimbursed by the tenant and are recognized as revenues in the period during which the revenues are earned.

Use of Estimates

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

Unaudited Interim Combined Statement

The combined statement of revenues and certain expenses for the nine months ended September 30, 2018 is unaudited. In the opinion of management, this statement reflects all adjustments necessary for a fair statement of the results of the interim period in accordance with Rule 3-14 of Regulation S-X. All such adjustments are of a normal recurring nature.

Note 3 – Operating Leases

The Acquired Properties are 95% leased to the U.S. Government and 5% leased to private tenants with various expiration dates extending to 2029. Minimum future rentals for non-cancelable lease terms at December 31, 2017 are as follows (unaudited):

 

 

Minimum

 

Year

 

Rent

 

2018

 

$

37,515

 

2019

 

 

35,154

 

2020

 

 

26,420

 

2021

 

 

11,698

 

2022

 

 

9,518

 

Thereafter

 

 

36,483

 

Total

 

$

156,788

 

 

Total minimum future rentals presented above do not include amounts to be received as tenant reimbursements, straight-line rent adjustments, or other income.

Note 4 – Subsequent Events

Management has evaluated subsequent events through April 17, 2019, which is the date the financial statements were available to be issued and concluded that there are no items requiring adjustment of the financial statements or additional disclosure.

5

 

dea-ex992_8.htm

Exhibit 99.2

Easterly Government Properties, Inc.

Unaudited Pro Forma Consolidated Financial Statements

 

The unaudited pro forma consolidated financial statements (including notes thereto) of Easterly Government Properties, Inc. (the “Company”) are qualified in their entirety and should be read in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2018, and related notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2019 and the consolidated financial statements for the nine months ended September 30, 2018, and related notes thereto, included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the SEC on November 5, 2018.

 

On June 15, 2018, the Company, through wholly-owned subsidiaries of its operating partnership, Easterly Government Properties LP (the “Operating Partnership”), entered into a purchase and sale agreement with affiliates of Saban Real Estate LLC, an unaffiliated third party, to acquire a portfolio of 14 properties. On September 13, 2018, the Company completed the acquisition of eight of the 14 portfolio properties (the “First Closing Properties”) and, on October 16, 2018, the Company completed the acquisition of three additional portfolio properties (the “Second Closing Properties”).  On January 31, 2019, the Company completed the acquisition of the three remaining portfolio properties (the “Final Closing Properties”, and together with the First Closing Properties and the Second Closing Properties, the “Acquired Properties”).

 

The Acquired Properties were acquired in asset acquisitions and consist of the following:

First Closing Properties

Various GSA - Buffalo, NY

Various GSA - Buffalo, a 267,766-square foot multi-tenanted Class A office building completed in 2004, is primarily occupied by two federal agencies: the Department of Veterans Affairs (VA) and the Internal Revenue Service (IRS). It also houses one of the National Labor Relations Board’s 26 regional offices. The U.S. Government leases 94% of the 100% leased building.

Various GSA - Chicago, IL

Various GSA - Chicago, a multi-tenanted office building fully renovated in 1999, is strategically located next to Chicago O’Hare International Airport and serves as the Federal Aviation Administration’s (FAA) Great Lakes Regional Office, which oversees operations in eight states. The U.S. Department of Agriculture (USDA) also maintains a presence within the facility. The 239,331-square foot building is 96% leased.

TREAS - Parkersburg, WV

TREAS - Parkersburg, a 182,500-square foot build-to-suit property, was built in multiple phases in 2004 and 2006 and is 100% leased to the General Services Administration (GSA) for the beneficial use of the Bureau of Fiscal Service (BFS). This mission critical agency within the U.S. Department of Treasury has been located in Parkersburg since 1957 and currently occupies three buildings in the vicinity.

SSA - Charleston, WV

SSA - Charleston, a 110,000-square foot single tenant facility fully renovated in 2000, is occupied by the Office of Hearings Operations (OHO), a part of the Social Security Administration (SSA). The Charleston hearing office services three SSA field offices in Ohio and nine SSA field offices in West Virginia. The 100% leased facility features courtrooms, administrative offices and public service areas.

FBI - Pittsburgh, PA

FBI - Pittsburgh serves as one of 56 Federal Bureau of Investigation (FBI) field offices located throughout the country. The 100,054-square foot facility was built-to-suit for the FBI in 2001 and is 100% leased. This facility oversees operations for nine surrounding resident agencies located throughout Pennsylvania and the entirety of West Virginia.

GSA - Clarksburg, WV

GSA - Clarksburg serves as a multi-tenanted federal center for various federal tenants within the market area, including the FBI, Drug Enforcement Agency (DEA), SSA, Offices of the U.S. Attorneys, and Small Business Association (SBA). This 100% leased 63,760-square foot build-to-suit facility was constructed in 1999 and serves the five tenant agencies through a single GSA lease.

1


ICE - Pittsburgh, PA

ICE - Pittsburgh, a state-of-the-art, build-to-suit facility constructed in 2004, is occupied by the U.S. Immigration and Customs Enforcement (ICE), which works to promote homeland security and public safety with respect to border control, customs, trade and immigration for the surrounding Pittsburgh region. The Class A facility houses the Homeland Security Investigations (HSI) division, dedicated to combating criminal organizations illegally exploiting America’s travel, trade, financial and immigration systems. This 33,425-square foot facility is located adjacent to the FBI - Pittsburgh field office and is 76% leased.

SSA - Dallas, TX

SSA - Dallas is a 27,200-square foot build-to-suit facility 100% leased to the GSA for the beneficial use of the SSA. Built in 2005, this facility integrates state-of-the-art systems to serve as a local field office with superb access from one of Dallas’s busiest thoroughfares.

Second Closing Properties

JUD - Charleston, SC

JUD - Charleston, an historic townhouse with a modern annex that, together with two adjacent federally-owned buildings, constitutes the federal judicial complex in Charleston. The original building dates to 1795 and was fully renovated in 1999 when the annex was constructed. The building, known as the Josiah House, contains three district judge courtrooms and four judges’ chambers. It is physically connected on the second floor to the J. Waties Waring Judicial Center. This 50,888-square foot federal courthouse is 100% leased.

VA - Baton Rouge, LA

VA - Baton Rouge, constructed in 2004, serves as a VA outpatient facility for Baton Rouge and the surrounding veteran population. This facility is one of two VA medical treatment facilities in Baton Rouge. Situated close to the largest private medical center in Louisiana, VA - Baton Rouge is 30,000-square feet in size and currently 100% leased to the VA.

DEA - Bakersfield, CA

DEA - Bakersfield is a build-to-suit facility that houses the Bakersfield Resident Office for the DEA’s San Francisco Division. This 9,800-square foot facility houses two holding cells, provides for secure and enclosed first floor parking and offers second story office space with secured rooms for weapons and drug storage. The facility was constructed in 2000 and is 100% leased.

Final Closing Properties

DEA - Sterling, VA

DEA - Sterling serves as a special testing and research laboratory to assist the DEA in performing mission critical forensic analyses. The 49,692-square foot facility was built-to-suit in 2001 and includes evidence rooms, computer labs, cryptography and various other specialized laboratories. The facility is 100% leased through 2020.

FDA - College Park, MD

FDA - College Park houses a laboratory for the Food and Drug Administration’s (FDA) Center for Food Safety and Applied Nutrition (CFSAN), one of the FDA’s seven product-oriented centers.  The 80,677-square foot office and laboratory was built-to-suit in 2004 and is 100% leased through 2029. The facility is part of the University of Maryland’s Research Park and is located two blocks from CFSAN headquarters in the Harvey W. Wiley Building, forming a campus which links university researchers, students and staff with federal laboratories and private sector companies.

Various GSA - Portland, OR

Various GSA - Portland, a Class A trophy multi-tenanted asset, was built in 2002 and is strategically located within Portland’s Central City Plan District along the MAX light rail system. The 225,057-square foot facility is occupied by tenants such as the USDA, U.S. Army Corp of Engineers (ACOE), FBI and the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF).

The Acquired Properties had an aggregate purchase price of $430.8 million which was funded by the proceeds from the issuance of 7,226,756 shares of the Company’s common stock with a fair value of $139.1 million, borrowings of $106.3 million under the Company’s $150.0 million senior unsecured term loan facility, borrowings of $179.1 million under the Company’s $450.0 million senior unsecured revolving credit facility and a previously funded deposit of $6.5 million net of closing prorations of $0.2 million.

 

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2017 and the nine months ended September 30, 2018 are presented as if the acquisition of the Acquired Properties by the Company had occurred on January 1, 2017.

 

In management’s opinion, all adjustments necessary to reflect the acquisition of the Acquired Properties have been made.

2


 

The unaudited pro forma consolidated financial statements for the year ended December 31, 2017 and the nine months ended September 30, 2018 are not necessarily indicative of what the Company’s actual results of operations would have been assuming the transactions had occurred as of January 1, 2017, nor do they purport to represent the Company’s financial condition or results of operation for future periods.

 

 

 

3


Easterly Government Properties, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2018

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

 

 

 

Easterly Government Properties, Inc.

 

 

Second and Final Closing Properties

 

 

Company Pro Forma

 

 

 

(A)

 

 

(B)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Real estate properties, net

 

$

1,546,600

 

 

$

168,835

 

 

$

1,715,435

 

Cash and cash equivalents

 

 

6,922

 

 

 

 

 

 

6,922

 

Restricted cash

 

 

4,388

 

 

 

 

 

 

4,388

 

Deposits on acquisitions

 

 

7,225

 

 

 

(6,474

)

 

 

751

 

Rents receivable

 

 

17,394

 

 

 

 

 

 

17,394

 

Accounts receivable

 

 

9,186

 

 

 

110

 

 

 

9,296

 

Deferred financing, net

 

 

2,636

 

 

 

 

 

 

2,636

 

Intangible assets, net

 

 

167,044

 

 

 

17,793

 

 

 

184,837

 

Interest rate swaps

 

 

6,958

 

 

 

 

 

 

6,958

 

Prepaid expenses and other assets

 

 

10,158

 

 

 

518

 

 

 

10,676

 

Total assets

 

$

1,778,511

 

 

$

180,782

 

 

$

1,959,293

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

 

33,000

 

 

 

179,095

 

 

 

212,095

 

Term loan facilities, net

 

 

248,413

 

 

 

 

 

 

248,413

 

Notes payable, net

 

 

173,752

 

 

 

 

 

 

173,752

 

Mortgage notes payable, net

 

 

210,388

 

 

 

 

 

 

210,388

 

Intangible liabilities, net

 

 

33,038

 

 

 

1,213

 

 

 

34,251

 

Accounts payable and accrued liabilities

 

 

38,618

 

 

 

474

 

 

 

39,092

 

Total liabilities

 

 

737,209

 

 

 

180,782

 

 

 

917,991

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01, 200,000,000 shares authorized,

   60,818,841 shares issued and outstanding at September 30, 2018.

 

 

608

 

 

 

 

 

 

608

 

Additional paid-in capital

 

 

1,015,603

 

 

 

 

 

 

1,015,603

 

Retained (deficit)

 

 

12,241

 

 

 

 

 

 

12,241

 

Cumulative dividends

 

 

(123,282

)

 

 

 

 

 

(123,282

)

Accumulated other comprehensive income

 

 

6,089

 

 

 

 

 

 

6,089

 

Total stockholders' equity

 

 

911,259

 

 

 

 

 

 

911,259

 

Non-controlling interest in Operating Partnership

 

 

130,043

 

 

 

 

 

 

130,043

 

Total equity

 

 

1,041,302

 

 

 

 

 

 

1,041,302

 

Total liabilities and equity

 

$

1,778,511

 

 

$

180,782

 

 

$

1,959,293

 

 

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


4


Easterly Government Properties, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2018

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

 

 

 

 

Easterly Government Properties, Inc.

 

 

Acquired Properties

 

 

Pro Forma

Adjustments

 

 

 

 

Company

Pro Forma

 

 

 

(AA)

 

 

(BB)

 

 

 

 

 

 

 

 

(CC)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

99,967

 

 

$

27,972

 

 

$

471

 

 

(DD)

 

$

128,410

 

Tenant reimbursements

 

 

11,658

 

 

 

2,699

 

 

 

 

 

 

 

 

14,357

 

Other income

 

 

758

 

 

 

827

 

 

 

 

 

 

 

 

1,585

 

Total revenues

 

 

112,383

 

 

 

31,498

 

 

 

471

 

 

 

 

 

144,352

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

21,563

 

 

 

6,659

 

 

 

 

 

 

 

 

28,222

 

Real estate taxes

 

 

11,773

 

 

 

3,955

 

 

 

 

 

 

 

 

15,728

 

Depreciation and amortization

 

 

45,331

 

 

 

 

 

 

15,065

 

 

(EE)

 

 

60,396

 

Acquisition costs

 

 

1,023

 

 

 

 

 

 

 

 

 

 

 

1,023

 

Corporate general and administrative

 

 

10,696

 

 

 

 

 

 

 

 

 

 

 

10,696

 

Total expenses

 

 

90,386

 

 

 

10,614

 

 

 

15,065

 

 

 

 

 

116,065

 

Operating income

 

 

21,997

 

 

 

20,884

 

 

 

(14,594

)

 

 

 

 

28,287

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(15,981

)

 

 

 

 

 

(7,450

)

 

(FF)

 

 

(23,431

)

Net income (loss)

 

 

6,016

 

 

 

20,884

 

 

 

(22,044

)

 

 

 

 

4,856

 

Non-controlling interest in Operating Partnership

 

 

(902

)

 

 

 

 

 

224

 

 

(GG)

 

 

(678

)

Net income (loss) available to Easterly Government

   Properties, Inc.

 

$

5,114

 

 

$

20,884

 

 

$

(21,820

)

 

 

 

$

4,178

 

Net income (loss) available to Easterly Government

   Properties, Inc. per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

$

0.06

 

Diluted

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

$

0.06

 

Weighted-average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,051,388

 

 

 

 

 

 

 

 

 

 

 

 

 

55,578,037

 

Diluted

 

 

52,600,858

 

 

 

 

 

 

 

 

 

 

 

 

 

57,127,507

 

 

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

5


Easterly Government Properties, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2017

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

 

 

 

 

Easterly Government Properties, Inc.

 

 

Acquired Properties

 

 

Pro Forma

Adjustments

 

 

 

 

Company

Pro Forma

 

 

 

(AA)

 

 

(BB)

 

 

 

 

 

 

 

 

(CC)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

116,002

 

 

$

38,710

 

 

$

684

 

 

(DD)

 

$

155,396

 

Tenant reimbursements

 

 

13,929

 

 

 

4,412

 

 

 

 

 

 

 

 

18,341

 

Other income

 

 

742

 

 

 

1,199

 

 

 

 

 

 

 

 

1,941

 

Total revenues

 

 

130,673

 

 

 

44,321

 

 

 

684

 

 

 

 

 

175,678

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating

 

 

24,907

 

 

 

9,600

 

 

 

 

 

 

 

 

34,507

 

Real estate taxes

 

 

13,730

 

 

 

5,576

 

 

 

 

 

 

 

 

19,306

 

Depreciation and amortization

 

 

54,873

 

 

 

 

 

 

21,497

 

 

(EE)

 

 

76,370

 

Acquisition costs

 

 

1,493

 

 

 

 

 

 

 

 

 

 

 

1,493

 

Corporate general and administrative

 

 

12,900

 

 

 

 

 

 

 

 

 

 

 

12,900

 

Total expenses

 

 

107,903

 

 

 

15,176

 

 

 

21,497

 

 

 

 

 

144,576

 

Operating income

 

 

22,770

 

 

 

29,145

 

 

 

(20,813

)

 

 

 

 

31,102

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(17,071

)

 

 

 

 

 

(10,210

)

 

(FF)

 

 

(27,281

)

Loss on the sale of operating property

 

 

(310

)

 

 

 

 

 

 

 

 

 

 

(310

)

Net income (loss)

 

 

5,389

 

 

 

29,145

 

 

 

(31,023

)

 

 

 

 

3,511

 

Non-controlling interest in Operating Partnership

 

 

(941

)

 

 

 

 

 

408

 

 

(GG)

 

 

(533

)

Net income (loss) available to Easterly Government

   Properties, Inc.

 

$

4,448

 

 

$

29,145

 

 

$

(30,615

)

 

 

 

$

2,978

 

Net income (loss) available to Easterly Government

   Properties, Inc. per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

$

0.06

 

Diluted

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

$

0.06

 

Weighted-average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

39,607,740

 

 

 

 

 

 

 

 

 

 

 

 

 

46,834,496

 

Diluted

 

 

41,563,540

 

 

 

 

 

 

 

 

 

 

 

 

 

48,790,296

 

 

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

 

6


Easterly Government Properties, Inc.

Notes to the Unaudited Pro Forma Consolidated Financial Statements

 

1. Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet

The adjustments to the unaudited pro forma consolidated balance sheet as of September 30, 2018 are as follows:

(A)

Reflects the unaudited consolidated balance sheet of Easterly Government Properties, Inc. as of September 30, 2018. This balance includes the acquisitions of the First Closing Properties, that closed on September 13, 2018.

(B)

Reflects the acquisition of the Second Closing Properties which closed on October 16, 2018 and the Final Closing Properties which closed on January 31, 2019. This acquisition was funded using borrowings of $179.1 million under the Company’s $450.0 million senior unsecured revolving credit facility. The following pro forma adjustments are necessary to reflect the initial allocation of the estimated purchase price of this acquisition. The allocation of purchase price shown in the table below is based on the Company’s best estimate and is subject to change based on the final determination of the fair value of assets and liabilities acquired.

 

Real estate properties, net

 

 

 

 

Land

 

$

14,503

 

Building

 

 

151,609

 

Acquired tenant improvements

 

 

2,723

 

Total Real estate properties, net

 

$

168,835

 

Intangible assets, net

 

 

 

 

In-place leases

 

$

15,750

 

Acquired leasing commissions

 

 

1,844

 

Above market leases

 

 

199

 

Total Intangible assets, net

 

$

17,793

 

Intangible liabilities, net

 

 

 

 

Below market leases

 

$

(1,213

)

Total Intangible liabilities, net

 

$

(1,213

)

2. Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations

 

The adjustments to the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017 are as follows:

 

(AA)

Reflects the historical results of Easterly Government Properties, Inc. for the nine months ended September 30, 2018 (unaudited) and year ended December 31, 2017, respectively.

(BB)

Reflects the combined statement of revenues and certain expenses of the Acquired Properties for the period ended September 30, 2018 (unaudited) and year ended December 31, 2017, respectively. The period ended September 30, 2018 includes the operations of the First Closing Properties for the period from January 1, 2018 through September 12, 2018 and the operations of the Second Closing Properties and the Final Closing Properties for the period from January 1, 2018 through September 30, 2018. Operations of the First Closing Properties for the period from September 13, 2018 through September 30, 2018 are included in the Easterly Government Properties, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 5, 2018.

(CC)

The pro forma weighted average common shares outstanding are calculated as if 7,226,756 shares of the Company’s June 2018 underwritten public offering used to purchase the Acquired Properties had occurred on January 1, 2017.

(DD)

The pro forma adjustment for rental income represents straight-line rent adjustments and above/below market lease amortization assuming the Acquired Properties were acquired on January 1, 2017.

(EE)

The pro forma adjustment for depreciation expense is based on the Company’s basis in the assets that would have been recorded assuming the Acquired Properties were acquired on January 1, 2017. Depreciation and amortization amounts were determined in accordance with the Company’s policies and are based on management’s evaluation of the estimated useful lives of the properties and intangibles. The amounts allocated to buildings are depreciated over 40 years. The amounts allocated to lease intangibles are amortized over the remaining life of the related leases.

7


(FF)

Reflects the additional estimated interest expense assuming the Acquired Properties were acquired on January 1, 2017. The table below provides a summary of interest-bearing debt used to finance the Acquired Properties:

 

 

Fixed/ Floating

 

Interest Rate

 

 

Principal Balance

 

2018 term loan facility

 

Floating

 

 

3.34

%

 

$

106,264

 

Revolving credit facility

 

Floating

 

 

3.72

%

 

$

179,095

 

(GG)

Non-controlling interest in Operating Partnership is adjusted based on the additional pro forma earnings due to the acquisition of the Acquired Properties.

 

8