Easterly Government Properties Inc
For the period ended Mar 31, 2025. Filed Apr 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 29, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0000950170-24-121530
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-29.
0000950170-25-060207
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 202 previous paragraphs and 167 current paragraphs.
112 unchanged; 42 reworded; 12 added; 38 removed; 10 previous and 1 current paragraphs rearranged.
Tables are not compared: 13 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Reverse Stock Split
Current report
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. The par value of the common stock remained unchanged at $0.01 per 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 as of March 31, 2025 from 111,756,225 to 44,702,490. For additional information, see Note 9, Note 10 and Note 11 to the Consolidated Financial Statements.
Current report
Recent Activity
Current report
On March 12, 2025, the Company was awarded a 20-year non-cancelable lease for a 40,035 square foot Federal District and Federal Magistrate Courthouse in Medford, Oregon (“JUD - Medford”). Closing of the acquisition of the underlying property to be redeveloped is subject to customary closing conditions.
Current report
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.
Current report
A private tenant occupies 37,858 leased square feet.
Current report
Total revenues increased $5.9 million to $78.7 million for the three months ended March 31, 2025 compared to $72.8 million for the three months ended March 31, 2024.
Current report
Total expenses increased $3.3 million to $58.8 million for the three months ended March 31, 2025 compared to $55.5 million for the three months ended March 31, 2024.
Current report
The $0.2 million decrease in Recovery of credit losses is primarily due to a downward adjustment to our credit loss allowance for a change in market conditions.
Current report
On April 24, 2025, we settled 202,721 shares inclusive of the 117,507 unsettled shares (adjusted for the Reverse Stock Split) as of March 31, 2025 under our 2021 ATM Program and received $5.3 million of net proceeds. We accounted for the forward sale transactions as equity.
Current report
We entered into two $50.0 million treasury lock agreements to fix the Treasury rate of our 2025 series B senior notes. For a more complete description of the treasury lock agreements, see Note 7 to the Consolidated Financial Statements.
Current report
2016 Term Loan Facility
Removed paragraphs (38)
Previous report
On April 12, 2024, we acquired a 129,046 leased square foot U.S. Immigration and Customs Enforcement (“ICE”) facility near Dallas, Texas. The building was renovated to suit in 2020. The facility is primarily leased to the GSA for beneficial use of ICE and has lease expirations ranging from 2032 to 2040.
Previous report
On May 7, 2024, we acquired a 27,840 leased square foot Homeland Security Investigations (“HSI”) facility in Orlando, Florida with a 15-year lease that does not expire until March 2036. HSI is the principal investigation arm within the Department of Homeland Security.
Previous report
On May 9, 2024, we acquired a 49,420 leased square foot ICE facility in Orlando, Florida with a 20-year lease that does not expire until August 2040.
Previous report
On September 4, 2024, we acquired a 99,246 leased square foot Northrop Grumman facility near Dayton, Ohio with a 5-year lease through August 2029.
Previous report
On October 10, 2024, we acquired a 104,136 leased square foot Northrop Grumman facility in Aurora, Colorado with a 9-year lease through February 2032.
Previous report
On August 29, 2024, the JV acquired a 193,100 square foot Veteran Affairs (“VA”) outpatient facility located in Jacksonville, Florida. The building is a build-to-suit property that was completed in 2023. The outpatient facility is leased to the VA and has a lease expiration of October 2043. The facility is the final property to be acquired in the previously announced portfolio of ten properties 100% leased to the VA (the “VA Portfolio”).
Previous report
Development
Previous report
On April 4, 2024, we acquired land to develop a 50,777 square foot Federal courthouse in Flagstaff, Arizona. 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.
Previous report
Total revenues increased $2.8 million to $74.8 million for the three months ended September 30, 2024 compared to $72.0 million for the three months ended September 30, 2023.
Previous report
Total expenses decreased $0.2 million to $55.0 million for the three months ended September 30, 2024 compared to $55.2 million for the three months ended September 30, 2023.
Previous report
The $2.0 million decrease in Property operating expenses is primarily attributable to a decrease in reimbursable projects and federal and state taxes across the portfolio partially offset by an increase from the seven operating properties acquired since September 30, 2023.
Previous report
The $0.2 million increase in Real estate taxes is primarily attributable to the seven operating properties acquired since September 30, 2023.
Previous report
The $1.3 million increase in Provision for credit losses is primarily due to a construction loan entered into on August 6, 2024 to lend up to $52.1 million to a developer.
Previous report
Revenues
Previous report
Total revenues increased $9.2 million to $223.8 million for the nine months ended September 30, 2024 compared to $214.6 million for the nine months ended September 30, 2023.
Previous report
The $11.4 million increase in Rental income is primarily attributable to the seven operating properties acquired since September 30, 2023.
Previous report
Expenses
Previous report
Total expenses increased $1.3 million to $168.1 million for the nine months ended September 30, 2024 compared to $166.8 million for the nine months ended September 30, 2023.
Previous report
The $3.7 million increase in Depreciation and amortization is also primarily attributable to the seven operating properties acquired since September 30, 2023.
Previous report
The $1.5 million increase in Provision for credit losses is primarily due to a construction loan entered into on August 6, 2024 to lend up to $52.1 million to a developer.
Previous report
Interest expense, net
Previous report
The $9.5 million increase in Interest expense, net is primarily attributable to the fixed rate, senior unsecured notes entered into during the three months ended June 30, 2024 and September 30, 2024 and higher weighted average interest rates across the Company's borrowings.
Previous report
Subsequent to September 30, 2024, we entered into forward sale transactions under the 2019 ATM Program for the sale of an additional 500,000 shares of our common stock that have not yet been settled. Subject to our right to elect net share settlement, we expect to physically settle the forward sale transactions no later than October 14, 2025. Assuming the forward sale transactions are physically settled in full utilizing a net weighted average initial forward sales price of $13.32 per share, we expect to receive net proceeds of approximately $6.7 million, after deducting offering costs, subject to adjustments in accordance with the applicable forward sale transaction.
Previous report
The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums.
Previous report
On April 1, 2024, we used $8.4 million of available cash to extinguish the mortgage note obligation on VA – Golden.
Previous report
On August 6, 2024, we used $51.5 million of available cash to extinguish the mortgage note obligation on USCIS – Kansas City.
Previous report
2024 Revolving Credit Facility
Previous report
On June 3, 2024, we entered into a credit agreement (the “2024 Credit Agreement”) that provides for a $400.0 million senior unsecured revolving credit facility which includes an accordion feature that provides us with additional capacity of up to $300.0 million, subject to syndication of the increase and the satisfaction of customary terms and conditions. The 2024 revolving credit facility has an initial four-year term and will mature in June 2028, with two six-month as-of-right extension options, subject to certain conditions and the payment of an extension fee.
Previous report
Borrowings under the 2024 revolving credit facility will, at the Operating Partnership's option, bear interest at floating rates equal to either (i) a fluctuating rate equal to the sum of (a) the highest of (x) Citibank, N.A.'s base rate, (y) the federal funds effective rate plus 0.50% and (z) the one-month adjusted term SOFR plus 1.00%, plus, in each case, (b) a margin ranging from 0.20% to 0.80% based on our leverage ratio, (ii) the daily simple SOFR plus a credit spread adjustment of 0.10% (the “Adjusted DSS”), or (iii) the term SOFR, plus a credit spread adjustment of 0.10% (the “Term SOFR”), plus, in the case of borrowings bearing interest at Adjusted DSS or Term SOFR, a margin ranging from 1.20% to 1.80% based on our leverage ratio.
Previous report
2021 Revolving Credit Facility
Previous report
We are also party to the second amended and restated credit agreement, dated July 23, 2021, as amended by the first amendment, dated as of July 22, 2022, the second amendment, dated as of November 23, 2022, and the third amendment, dated as of May 30, 2023 (as amended, restated, or otherwise modified from time to time, the “2021 Credit Facility”), which provides for (i) a $450.0 million senior unsecured revolving credit facility (the “2021 revolving credit facility”) and (ii) our 2018 term loan facility.
Previous report
In connection with the entry into the 2024 Credit Agreement on June 3, 2024, we prepaid all amounts outstanding under and terminated the revolver portion of the 2021 Credit Facility, including all unused commitments. Other than the foregoing, the terms of the 2021 Credit Facility remain unchanged and our 2018 term loan portion of the 2021 Credit Facility remains outstanding. We recognized an aggregate $0.3 million loss on debt extinguishment during the nine months ended September 30, 2024 which is included in Interest expense, net on our Consolidated Statement of Operations.
Previous report
Term Loan Facilities
Previous report
On June 3, 2024, we repaid $25.0 million of amounts outstanding under our 2018 term loan facility using available cash derived from the issuance of Series A Senior Notes.
Previous report
On July 8, 2024, we used $0.5 million of available cash to pay down a portion of our 2018 term loan facility.
Previous report
On July 15, 2024, we amended the credit agreements governing our 2016 and 2018 term loan facilities to conform certain definitions related to leverage covenants to the provisions of the 2024 Credit Agreement.
Previous report
Loan Receivable and Allowance for Credit Losses
Previous report
The measurement of expected credit losses under the CECL methodology is applicable to our financial assets measured at amortized cost, including loan receivables and certain off-balance sheet credit exposures such as unfunded loan commitments. We adopted this standard on January 1, 2020 and apply this methodology to our loan receivables and off-balance sheet credit exposure. To determine our expected credit losses under CECL we utilize a probability of default (“PD”) and loss given default (“LGD”) methodology. We determined that we have one portfolio segment and reserve for loan losses on an asset-specific basis. We have a limited history of incurred losses and consequently have elected to employ external data to perform our CECL calculation. Our model’s inputs consider a default grade or industry relative default grade associated with the borrower and/or prospective tenant funding the development to determine an appropriate default risk and allowance for credit loss under the PD and LGD methodology. If a reserve is recorded, the allowance is increased as a provision for credit losses and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full. The allowance for loan losses reflects management's estimate of loan losses as of the balance sheet date. For more information on the measurement of expected credit losses with respect to our real estate loan receivable, see Note 5 to the Consolidated Financial Statements.
Reworded paragraphs (42)
Previous wording
We are an internally managed real estate investment trust (“REIT”), focused primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate substantially all of our revenue by leasing our properties to such agencies, either directly or through the U.S. General Services Administration (“GSA”). Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation.
Current wording
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 over 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.
Previous wording
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 September 30, 2024, we wholly owned 85 operating properties and ten operating properties through an unconsolidated joint venture (the “JV”) in the United States, encompassing approximately 9.3 million leased square feet (8.8 million pro rata), including 92 operating properties that were leased primarily to U.S. Government tenant agencies, two operating properties that were entirely leased to private tenants and one operating property entirely leased to tenant agencies of a U.S. state government. As of September 30, 2024, 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 two properties under development that we expect will encompass approximately 0.2 million leased square feet upon completion.
Current wording
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 March 31, 2025, we wholly owned 90 operating properties and ten operating properties through an unconsolidated joint venture (the “JV”) in the United States, encompassing approximately 9.7 million leased square feet (9.2 million pro rata), including 92 operating properties that were leased primarily to U.S. Government tenant agencies, four 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 March 31, 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 two properties under development that we expect will encompass approximately 0.2 million leased square feet upon completion.
Previous wording
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 95.2% of the aggregate limited partnership interests in the Operating Partnership, which we refer to herein as common units, as of September 30, 2024. 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.
Current wording
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 95.4% of the aggregate limited partnership interests in the Operating Partnership, which we refer to herein as common units, as of March 31, 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.
Previous wording
As of September 30, 2024, our operating properties were 97% leased with a weighted average annualized lease income per leased square foot of $35.92 ($35.56 pro rata) and a weighted average age of approximately 14.8 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.
Current wording
As of March 31, 2025, our operating properties were 97% leased with a weighted average annualized lease income per leased square foot of $35.59 ($35.22 pro rata) and a weighted average age of approximately 15.9 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.
Previous wording
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 19.4 years as of September 30, 2024), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties.
Current wording
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 19.8 years as of March 31, 2025), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties.
Previous wording
The year of lease expiration is pursuant to current contract terms. Some tenants have the right to vacate their space during a specified period, or “soft term,” before the stated terms of their leases expire. As of September 30, 2024, 8 tenants occupying approximately 5.5% of our leased square feet and contributing approximately 5.4% of our annualized lease income are currently operating under lease provisions that allow them to exercise their right to terminate their lease before the stated term of their respective lease expires.
Current wording
The year of lease expiration is pursuant to current contract terms. Some tenants have the right to vacate their space during a specified period, or “soft term,” before the stated terms of their leases expire. As of March 31, 2025, seven tenants occupying approximately 5.4% of our leased square feet and contributing approximately 4.9% of our annualized lease income are currently operating under lease provisions that allow them to exercise their right to terminate their lease before the stated term of their respective lease expires.
Previous wording
Information about our development property as of September 30, 2024 is set forth in the table below:
Current wording
Information about our development properties as of March 31, 2025 is set forth in the table below:
Previous wording
The $4.3 million increase in Rental income is primarily attributable to the seven operating properties acquired since September 30, 2023.
Current wording
The $4.8 million increase in Rental income is primarily attributable to the nine operating properties acquired since March 31, 2024.
Previous wording
The $2.0 million decrease in Tenant reimbursements is primarily attributable to a decrease in tenant project reimbursements.
Current wording
The less than $0.1 million increase in tenant reimbursements is primarily attributable to an increase in tenant project reimbursement.
Previous wording
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 September 30, 2023 and the one property acquired during the three months ended September 30, 2023.
Current wording
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 March 31, 2024.
Previous wording
The $0.4 million increase in Other income is primarily attributable to an increase in interest income.
Current wording
The $1.0 million increase in Other income is primarily attributable to an increase in interest income.
Previous wording
The $2.8 million decrease in Property operating expenses is primarily attributable to a decrease in reimbursable projects and utility costs across the portfolio partially offset by an increase from the seven operating properties acquired since September 30, 2023.
Current wording
The $1.2 million increase in Property operating expenses is primarily attributable to the nine operating properties acquired since March 31, 2024.
Previous wording
The $1.2 million increase in Real estate taxes is primarily attributable to the seven operating properties acquired since September 30, 2023 as well as an increase in real estate taxes across our portfolio.
Current wording
The $0.3 million decrease in Real estate taxes is primarily attributable to a decrease in real estate taxes for various properties within our portfolio offset by the nine operating properties acquired since March 31, 2024.
Previous wording
The $1.6 million increase in Depreciation and amortization is primarily attributable to the seven operating properties acquired since September 30, 2023.
Current wording
The $3.0 million increase in Depreciation and amortization is primarily attributable to the nine operating properties acquired since March 31, 2024.
Previous wording
The $1.4 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.
Current wording
The $0.2 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.
Previous wording
The $0.2 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since September 30, 2023 and the one property acquired during the three months ended September 30, 2023.
Current wording
The $0.4 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since March 31, 2024.
Previous wording
The $4.2 million increase in Interest expense, net is primarily attributable to the fixed rate, senior unsecured notes entered into during the three months ended June 30, 2024 and September 30, 2024.
Current wording
The $4.5 million increase in Interest expense, net is primarily attributable to the fixed rate senior unsecured notes entered into since March 31, 2024.
Previous wording
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 and JUD – Flagstaff, 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 September 30, 2024, we had approximately $31.2 million available in cash and cash equivalents, $8.0 million of restricted cash and there was approximately $250.3 million available under our 2024 revolving credit facility.
Current wording
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 and JUD – Flagstaff, 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 March 31, 2025, we had approximately $8.5 million available in cash and cash equivalents, $9.0 million of restricted cash and there was approximately $244.8 million available under our 2024 revolving credit facility.
Previous wording
issuance of equity, including under our ATM Programs (as described below); and
Current wording
issuance of equity, including under our 2021 ATM Program (as described below); and
Previous wording
The following table sets forth certain information with respect to issuances under the 2019 ATM Program during the nine months ended September 30, 2024 (amounts in thousands, except share amounts):
Current wording
The following table sets forth certain information with respect to issuances under the 2021 ATM Program during the three months ended March 31, 2025 (amounts in thousands, except share amounts):
Previous wording
(1) Shares issued by us, which were all issued in settlement of forward sale transactions. As of September 30, 2024, we had settled all of our outstanding forward sale transactions under the 2019 ATM Program. We accounted for the forward sale transactions as equity.
Current wording
(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 March 31, 2025, we had 117,507 unsettled shares of our outstanding forward sale transactions under the 2021 ATM Program. We accounted for the forward sale transactions as equity.
Previous wording
As of September 30, 2024, we had approximately $300.0 million of gross sales of our common stock available under the 2021 ATM Program and $43.9 million of gross sales of common stock available under the 2019 ATM Program.
Current wording
As of March 31, 2025, we had approximately $258.5 million of gross sales of our common stock available under the 2021 ATM Program and $15.4 million of gross sales of common stock available under the 2019 ATM Program.
Previous wording
On April 28, 2022, our Board of Directors authorized a share repurchase program whereby we may repurchase up to 4,538,994 shares of our common stock, or approximately 5% of our outstanding shares as of the authorization date. We are not required to purchase shares under the share repurchase program but may choose to do so in the open market or through privately negotiated transactions at times and amounts based on our evaluation of market conditions and other factors.
Current wording
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.
Previous wording
No repurchases of shares of our common stock were made under the share repurchase program during the nine months ended September 30, 2024.
Current wording
No repurchases of shares of our common stock were made under the share repurchase program during the three months ended March 31, 2025.
Previous wording
Effective interest rates are as follows: USFS II – Albuquerque 3.92%, ICE – Charleston 3.93%, VA – Loma Linda 3.78%, CBP – Savannah 4.12%.
Current wording
Effective interest rates are as follows: 2016 term loan facility 5.59%, 2018 term loan facility 5.30%, 2017 series A senior notes 4.15%, 2017 series B senior notes 4.23%, 2017 series C senior notes 4.37%, 2019 series A senior notes 3.82%, 2019 series B senior notes 3.91%, 2019 series C senior notes 4.04%, 2021 series A senior notes 2.74%, 2021 series B senior notes 2.99%, 2024 series A senior notes 6.74%, 2024 series B senior notes 6.73%, 2025 series A senior notes 6.36%, 2025 series B senior notes 6.51%, USFS II – Albuquerque 3.92%, ICE – Charleston 3.93%, VA – Loma Linda 3.78%, CBP – Savannah 4.12%.
Previous wording
Our $400.0 million senior unsecured revolving credit facility (the “2024 revolving credit facility”) had available capacity of $250.3 million at September 30, 2024 which includes an accordion feature that provides us with additional capacity of up to $300.0 million, subject to syndication of the increase and the satisfaction of customary terms and conditions.
Current wording
Our $400.0 million senior unsecured revolving credit facility (the “2024 revolving credit facility”) had available capacity of $244.8 million at March 31, 2025, in addition to an accordion feature that provides us with additional capacity of up to $300.0 million, subject to syndication of the increase and the satisfaction of customary terms and conditions.
Previous wording
Our 2024 revolving credit facility is subject to one interest rate swap with an effective date of June 23, 2023 and a notional value of $100.0 million, of which $25.5 million is associated with our 2024 revolving credit facility, to effectively fix the interest rate at 5.46% annually. The spread over the secured overnight financing rate (“SOFR”) is based on our consolidated leverage ratio, as defined in our 2024 revolving credit facility agreement. Additionally, at September 30, 2024, $124.1 million of amounts outstanding under our 2024 revolving credit facility had a floating rate of 4.83% under USD SOFR with a five day lookback.
Current wording
Our 2024 revolving credit facility is subject to one interest rate swap with an effective date of March 24, 2025 and a notional value of $100.0 million, of which $25.5 million is associated with our 2024 revolving credit facility, to effectively fix the interest rate at 5.17% annually. The spread over the secured overnight financing rate (“SOFR”) is based on our consolidated leverage ratio, as defined in our 2024 revolving credit facility agreement. Additionally, at March 31, 2025, $129.6 million of amounts outstanding under our 2024 revolving credit facility had a floating rate of 4.31% under USD SOFR with a five day lookback. As of March 31, 2025, excludes $4.6 million of net deferred financing costs that were included in "Prepaid expenses and other assets" in our balance sheet and are amortized through the current maturity.
Previous wording
Our 2016 term loan facility (our “2016 term loan facility”) is subject to one interest rate swap with an effective date of June 23, 2023 and a notional value of $100.0 million, which effectively fixes the interest rate at 5.63% annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement.
Current wording
Our 2016 term loan facility (as amended, our “2016 term loan facility”) is subject to three interest rate swap with an effective date of December 23, 2024 and a notional value of $100.0 million, which effectively fixes the interest rate at 5.31% annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2016 term loan facility agreement.
Previous wording
Our 2018 term loan facility (as amended, our “2018 term loan facility”) is subject to two interest rate swaps with an effective date of June 23 and September 29, 2023 and an aggregate notional value of $200.0 million, of which $174.5 million is associated with our 2018 term loan, to effectively fix the interest rate at 5.23% annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.
Current wording
Our 2018 term loan facility (as amended, our “2018 term loan facility”) is subject to two interest rate swaps with an effective date of September 29, 2023 and March 24, 2025 and an aggregate notional value of $200.0 million, of which $174.5 million is associated with our 2018 term loan facility, to effectively fix the interest rate at 5.11% annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.
Previous wording
On January 23, 2024, we entered into the seventh amendment to the senior unsecured term loan agreement, dated as of September 29, 2016, that governs our 2016 term loan facility to extend the maturity date of our 2016 term loan facility from March 29, 2024 to January 30, 2025.
Current wording
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.
Previous wording
On May 29, 2024, we entered into a master note purchase agreement pursuant to which the Operating Partnership agreed to issue and sell an aggregate of up to $200 million of fixed rate, senior unsecured notes (“Senior Notes”) consisting of (i) 6.56% Series A Senior Notes due May 29, 2033 (“Series A Senior Notes”), in an aggregate principal amount of $150.0 million, and (ii) 6.56% Series B Senior Notes due August 14, 2033 (“Series B Senior Notes”), in an aggregate principal amount of $50.0 million. The Series A Senior Notes were issued on May 29, 2024 and the Series B Senior Notes were issued on August 14, 2024. We, together with various subsidiaries of the Operating Partnership, have guaranteed the Series A Senior Notes and the Series B Senior Notes.
Current wording
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.
Previous wording
As of September 30, 2024, we have a commitment through a loan receivable of $52.1 million. As of September 30, 2024 and the date of this filing the outstanding balance of the loan receivable was $32.4 million and $33.8 million, respectively. 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.
Current wording
On April 1, 2025, the Borrower of the Real 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 $29.8 million and our remaining obligation to fund was $7.3 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.
Previous wording
Other than as described above, during the nine months ended September 30, 2024, 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, 2023.
Current wording
Other than as described above, during the three months ended March 31, 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.
Previous wording
As of September 30, 2024, we had invested $315.9 million in the JV. As of September 30, 2024, 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.
Current wording
As of March 31, 2025, we had invested $314.5 million in the JV. As of March 31, 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.
Previous wording
A summary of dividends declared by the board of directors per share of common stock and per common unit at the date of record is as follows:
Current wording
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:
Previous wording
The following table sets forth a summary of cash flows for the nine months ended September 30, 2024 and 2023 (amounts in thousands):
Current wording
The following table sets forth a summary of cash flows for the three months ended March 31, 2025 and 2024 (amounts in thousands):
Previous wording
We generated $138.1 million and $96.9 million of cash from operating activities during the nine months ended September 30, 2024 and 2023, respectively. Net cash provided by operating activities for the nine months ended September 30, 2024 includes $78.5 million in net cash from rental activities net of expenses, $48.5 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 and $11.1 million related to distributions from investment in unconsolidated real estate venture. Net cash provided by operating activities for the nine months ended September 30, 2023 includes $76.7 million in net cash from rental activities net of expenses, $9.0 million related to distributions from investment in unconsolidated real estate venture and $11.2 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.
Current wording
We generated $24.2 million and $23.9 million of cash from operating activities during the three months ended March 31, 2025 and 2024, respectively. Net cash provided by operating activities for the three months ended March 31, 2025 includes $28.5 million in net cash from rental activities net of expenses and $3.8 million related to distributions from investment in unconsolidated real estate venture, offset by $8.1 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 three months ended March 31, 2024 includes $26.0 million in net cash from rental activities net of expenses, $3.1 million related to distributions from investment in unconsolidated real estate venture, offset by $5.2 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.
Previous wording
We used $251.2 million and $48.7 million in cash for investing activities during the nine months ended September 30, 2024 and 2023, respectively. Net cash used in investing activities for the nine months ended September 30, 2024 includes $79.3 million in additions to development properties, $73.5 million in real estate acquisitions and deposits, $40.1 million in investments in unconsolidated real estate venture, $31.5 million in investment in real estate loan receivable, net and $29.0 million in additions to operating properties, offset by $2.0 million in distributions of capital from unconsolidated real estate venture. Net cash used in investing activities for the nine months ended September 30, 2023 includes $20.2 million in additions to operating properties, $17.7 million in investment in unconsolidated real estate venture, $9.8 million in additions to development properties and $1.0 million in real estate acquisitions and deposits.
Current wording
We used $45.2 million and $24.9 million in cash for investing activities during the three months ended March 31, 2025 and 2024, respectively. Net cash used in investing activities for the three months ended March 31, 2025 includes $20.8 million in additions to development properties, $8.6 million in additions to operating properties, $8.5 million in investment in real estate loan receivable, net and $7.3 million in real estate acquisitions and deposits. Net cash used in investing activities for the three months ended March 31, 2024 includes $12.9 million in additions to development properties, $7.9 million in additions to operating properties, $3.4 million in investment in real estate loan receivable, net and $0.6 million in real estate acquisitions and deposits.
Previous wording
We generated $130.4 million and used $32.1 million in cash from financing activities during the nine months ended September 30, 2024 and 2023, respectively. Net cash generated in financing activities for the nine months ended September 30, 2024 includes $200.0 million in note payable issuances, $70.6 million in net draws under our revolving credit facility and $43.4 million in gross proceeds from issuance of shares of our common stock, offset by $86.4 million in dividend payments, $63.2 million in mortgage notes payable repayment, $25.5 million in term loan repayments, $7.8 million in deferred financing costs, and $0.6 million in the payment of offering costs. Net cash used by financing activities for the nine months ended September 30, 2023 includes $83.8 million in dividend payments, $65.5 million in net pay downs under our revolving credit facility, $18.9 million in mortgage notes payable repayment and $0.4 million in the payment of offering costs, offset by $86.5 million in gross proceeds from issuance of shares of our common stock and a $50.0 million delayed draw on our 2018 term loan.
Current wording
We generated $10.7 million and $35.2 million in cash from financing activities during the three months ended March 31, 2025 and 2024, respectively. Net cash generated in financing activities for the three months ended March 31, 2025 includes $125.0 million in note payable issuances and $41.3 million in gross proceeds from issuance of shares of our common stock, offset by $119.5 million in net paydowns under our 2024 revolving credit facility, $30.2 million in dividend payments, $2.3 million in deferred financing costs, $1.9 million in treasury lock settlement, $1.1 million in mortgage notes payable repayment and $0.4 million in the payment of offering costs. Net cash generated by financing activities for the three months ended March 31, 2024 includes $65.5 million in net draws under our revolving credit facility, offset by $28.7 million in dividend payments, $1.1 million in mortgage notes payable repayment, $0.4 million in deferred financing costs and $0.2 million in the payment of offering costs.
Previous wording
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, provision for 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.
Current wording
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.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of March 31, 2025, we have a commitment through a loan receivable of $52.1 million of which the outstanding balance of the loan receivable was $43.2 million .
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
Investment in unconsolidated real estate venture
Previous report — wording carried elsewhere
Comparison of Results of Operations for the nine months ended September 30, 2024 and 2023
Previous report — wording carried elsewhere
The financial information presented below summarizes our results of operations for the nine months ended September 30, 2024 and 2023 (amounts in thousands).
Previous report — wording carried elsewhere
The $2.8 million decrease in Tenant reimbursements is primarily attributable to a decrease in tenant project reimbursements.
Previous report — wording carried elsewhere
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 September 30, 2023 and the one property acquired during the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
The $0.5 million increase in Other income is primarily attributable to an increase in interest income.
Previous report — wording carried elsewhere
The $2.4 million decrease in Corporate general and administrative is primarily due to a decrease in employee costs and non-cash compensation.
Previous report — wording carried elsewhere
Income from unconsolidated real estate venture
Previous report — wording carried elsewhere
The $0.2 million increase in Income from unconsolidated real estate venture is primarily attributable to the one operating property acquired by the JV since September 30, 2023 and the one operating property acquired during the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
No sales of shares of our common stock were made under the 2021 ATM Program during the nine months ended September 30, 2024.