Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management carried out an evaluation required by the Exchange Act, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a -15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2024. Based on this evaluation our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or
53
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 Framework). Based on our assessment management concluded that, as of December 31, 2024, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP , an independent registered public accounting firm, as stated in their report, which appears on page F-2 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
54
PART III
Item 10. Directors, Executive Off icers and Corporate Governance
The other information required by Item 10 will be set forth in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2024, to be filed pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended, or our Proxy Statement, and is incorporated herein by reference.
We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers, employees and other covered persons. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with all insider trading laws and regulations. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executiv e Compensation
The information required by Item 11 will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
The following table summarizes certain information about our equity compensation plans as of December 31, 2024.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1)
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
Number of securities
remaining
available for future
issuance
under equity
compensation plans
(excluding securities
reflected in
the first column of this
table)
(a)
(b)
(c)
Equity compensation plans
approved by stockholders (2)(3)(4)
4,369,045
$
—
3,725,247
Equity compensation plans not
approved by stockholders
—
—
—
Total
4,369,045
$
—
3,725,247
(1) Includes information related to the Company's 2015 and 2024 Equity Incentive Plans.
(2) The amount in column (a) includes 4,355,444 LTIP units issued under our 2015 Equity Incentive Plan and 13,601 LTIP units issued under our 2024 Equity Incentive Plan that, upon the satisfaction of certain conditions, are convertible into common units, which may then be redeemed for cash, or, at our option, an equal number of shares of common stock, subject to certain restrictions. There is no exercise price associated with LTIP units.
(3) The amount in column (c) excludes the number of LTIP units referenced in column (a) and 67,459 shares of restricted common stock issued under our 2024 Equity Incentive Plan and 2015 Equity Incentive Plan.
(4) The amount in column (c) includes forfeited awards under prior plans.
Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Relate d Transactions, and Director Independence
The information required by Item 13 will be set forth in our Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accoun tant Fees and Services
The information required by Item 14 will be set forth in our Proxy Statement and is incorporated herein by reference.
55
PART IV
Item 15. Exhibits and Fina ncial Statement Schedule
1. Financial Statements
The financial statements listed in the accompanying index to financial statements beginning on page F-1 are filed as a part of this report.
2. Financial Statement Schedule
The financial statement schedule listed in the accompanying index to financial statements beginning on page S-1 are filed as a part of this report.
All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.
3. Exhibits
The following documents are filed as exhibits to this report:
Exhibit
Exhibit Description
3.1
Amended and Restated Articles of Amendment and Restatement of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)
3.2
Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)
3.3
First Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on February 27, 2019 and incorporated herein by reference)
3.4
Second Amendment to Amended and Restated Bylaws of Easterly Government Properties, Inc. (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on May 20, 2021 and incorporated herein by reference)
4.1
Specimen Certificate of Common Stock of Easterly Government Properties, Inc. (previously filed as Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)
4.2
Description of Securities of Easterly Government Properties, Inc. (previously filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K on February 28, 2022 and incorporated herein by reference)
10.1
Amended and Restated Limited Partnership Agreement of Easterly Government Properties LP (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on February 11, 2015 and incorporated herein by reference)
10.2
First Amendment to the Amended and Restated Agreement of Limited Partnership of Easterly Government Properties LP, dated May 6, 2015 (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on August 6, 2015 and incorporated herein by reference)
10.3
Second Amendment to the Amended and Restated Agreement of Limited Partnership of Easterly Government Properties LP, dated February 26, 2016 (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K on March 2, 2016 and incorporated herein by reference)
10.4
2015 Equity Incentive Plan (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K on March 30, 2015 and incorporated herein by reference)
56
Exhibit
Exhibit Description
10.5
Easterly Government Properties, Inc. 2024 Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on May 21, 2024 and incorporated herein by reference)
10.6
Employment Agreement, by and among Easterly Government Properties Services LLC, Easterly Government Properties LP, Easterly Government Properties, Inc., and Meghan G. Baivier, dated May 12, 2015 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on May 13, 2015 and incorporated herein by reference)
10.7
Form of Indemnification Agreement between Easterly Government Properties, Inc. and each of its Directors and Executive Officers (previously filed as Exhibit 10.4 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)
10.8
Form of Tax Protection Agreement by and among Easterly Government Properties, Inc., Easterly Government Properties LP and Michael P. Ibe (previously filed as Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form S-11 on January 30, 2015 and incorporated herein by reference)
10.9
Tax Protection Agreement among Easterly Government Properties LP, West Pleasanton Lab, LLC and Michael P. Ibe, dated October 21, 2015 (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 5, 2015 and incorporated herein by reference)
10.10
License Agreement between Easterly Government Properties, Inc. and Easterly Capital, LLC, dated January 26, 2015 (previously filed as Exhibit 10.11 to Amendment No. 3 to the Company’s Registration Statement on Form S-11 on February 4, 2015 and incorporated herein by reference)
10.11
Second Amended and Restated Credit Agreement dated as of July 23, 2021, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors, name therein, with Citibank, N.A., as administrative agent, PNC Bank, National Association and Wells Fargo Bank, N.A., as Co-Syndication agents, BMO Harris Bank, N.A., Raymond James Bank, N.A., Royal Bank of Canada and Truist Bank as Co-Documentation agents, and Citibank, N.A., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Running Managers and the other financial institutions party thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 29, 2021 and incorporated herein by reference)
10.12
First Amendment to Second Amended and Restated Credit Agreement, dated as of July 22, 2022, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 26, 2022 and incorporated herein by reference)
10.13
Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 23, 2022, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on November 30, 2022 and incorporated herein by reference)
10.14
Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 30, 2023, by and among the Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on June 2, 2023 and incorporated herein by reference)
57
Exhibit
Exhibit Description
10.15
Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of July 15, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, BMO Harris Bank, N.A., Raymond James Bank, Royal Bank of Canada and Truist Bank, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q on July 31, 2024 and incorporated herein by reference)
10.16
Credit Agreement, dated as of June 3, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, the Initial Lenders and Initial Issuing Banks named therein, and Citibank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., PNC Bank, National Association and Truist Bank, as Co-Syndication Agents, BMO Bank, N.A., Raymond James Bank and U.S. Bank National Association, as Co-Documentation Agents, and Citibank, N.A., Wells Fargo Securities, LLC, PNC Capital Markets LLC and Truist Securities, Inc., as Joint Lead Arrangers and Joint Book Running Managers (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2024 and incorporated herein by reference)
10.17
Term Loan Agreement, among Easterly Government Properties LP, as Borrower, Easterly Government Properties, Inc., as Parent Guarantor, and certain subsidiaries of Easterly Government Properties, Inc. from time to time party thereto, as Guarantors, PNC Bank, National Association, as Administrative Agent, U.S. Bank National Association and SunTrust Bank, as Syndication Agents, and PNC Capital Markets LLC, U.S. Bank National Association and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners and the Initial Lenders named therein, dated September 29, 2016 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 5, 2016 and incorporated herein by reference)
10.18
Second Amendment to Term Loan Agreement by and among Easterly Government Properties, Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and U.S. Bank National Association and SunTrust Bank, as Lenders, dated as of June 18, 2018 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on June 21, 2018 and incorporated herein by reference)
10.19
Third Letter Amendment to Term Loan Agreement, dated as of October 3, 2018, by and among Easterly Government Properties, Inc., as Parent Guarantor, Easterly Government Properties LP, as Borrower, the Subsidiary Guarantors named therein, PNC Bank, National Association, as Administrative Agent and U.S. Bank National Association and SunTrust Bank, as Lenders (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 5, 2018 and incorporated herein by reference)
10.20
Fourth Amendment to Term Loan Agreement, dated as of July 23, 2021, by and among Easterly Government Properties, Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on July 29, 2021 and incorporated herein by reference)
10.21
Fifth Amendment to Term Loan Agreement, dated as of November 29, 2022, by and among Easterly Government Properties, Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on November 30, 2022 and incorporated herein by reference)
10.22
Sixth Amendment to Term Loan Agreement, dated as of May 30, 2023, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.2 to the Company's Current Report on Form 8-K on June 2, 2023 and incorporated herein by reference)
10.23
Seventh Amendment to Term Loan Agreement, dated as of January 23, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on January 25, 2024 and incorporated herein by reference)
58
Exhibit
Exhibit Description
10.24
Eighth Amendment to Term Loan Agreement, dated as of July 15, 2024, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on July 31, 2024 and incorporated herein by reference)
10.25
Ninth Amendment to Term Loan Agreement, dated as of January 8, 2025, by and among Easterly Government Properties Inc., Easterly Government Properties LP, the Guarantors named therein, PNC Bank, National Association, as Administrative Agent and a Lender, and U.S. Bank National Association and Truist Bank, as Lenders (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on January 14, 2025 and incorporated herein by reference)
10.26
Purchase and Sale Agreement, dated as of September 30, 2021, between the sellers identified therein and Easterly Government Properties LP (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on October 15, 2021 and incorporated herein by reference)
10.27
First Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of October 12, 2021 (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.28
Second Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of November 1, 2021 (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.29
Third Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of December 21, 2021 (previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.30
Fourth Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of December 21, 2021 (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.31
Fifth Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of November 14, 2022 (previously filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.32
Sixth Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of April 10, 2023 (previously filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q on October 31, 2023 and incorporated herein by reference)
10.33
Seventh Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of August 17, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on August 23, 2023 and incorporated herein by reference)
10.34
Transition and Separation Agreement and Release, dated as of December 6, 2023, among William C. Trimble, III, Easterly Government Properties, Inc., Easterly Government Properties Services LLC, Easterly Government Properties LP (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 7, 2023 and incorporated herein by reference)
59
Exhibit
Exhibit Description
19.1*
Easterly Government Properties, Inc. Insider Trading Policy
21.1*
List of Subsidiaries of the Registrant
23.1*
Consent of PricewaterhouseCoopers LLP
31.1*
Certification of Chief Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
31.2*
Certification of Chief Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
32.1**
Certification of Chief Executive Officer and Chief Financial Officer Required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
97.1
Incentive-based Compensation Recovery Policy (previously filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K on February 27, 2024 and incorporated herein by reference)
101.SCH*
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
Exhibit is a management contract or compensatory plan or arrangement.
* Filed herewith
** Furnished herewith
Ite m 16. Form 10-K Summary
Not applicable.
60
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia, on February 25, 2025.
EASTERLY GOVERNMENT PROPERTIES, INC.
By:
/s/ Darrell W. Crate
Name:
Darrell W. Crate
Title:
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Darrell W. Crate
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 25, 2025
Darrell W. Crate
/s/ Allison E. Marino
Executive Vice President,
Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
February 25, 2025
Allison E. Marino
/s/ William H. Binnie
Chairman of the Board of Directors
February 25, 2025
William H. Binnie
/s/ Michael P. Ibe
Director, Vice Chairman of the Board of
Directors and Executive Vice President—Development
and Acquisitions
February 25, 2025
Michael P. Ibe
/s/ Cynthia A. Fisher
Director
February 25, 2025
Cynthia A. Fisher
/s/ Scott D. Freeman
Director
February 25, 2025
Scott D. Freeman
/s/ Emil W. Henry, Jr.
Director
February 25, 2025
Emil W. Henry, Jr.
/s/ Tara S. Innes
Director
February 25, 2025
Tara S. Innes
61
INDEX TO FINANCIAL STATEMENTS
Page
Easterly Government Properties, Inc.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
F- 2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F- 4
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 202 2
F- 5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 202 2
F- 6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 202 2
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 202 2
F- 8
Notes to the Consolidated Financial Statements
F- 10
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2024
S-1
F- 1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Easterly Government Properties, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Easterly Government Properties, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F- 2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allocation of Purchase Price of Real Estate Properties Acquired
As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, 2024, the Company acquired nine operating properties in asset acquisitions for an aggregate purchase price of $184.9 million. When the Company acquires properties, management allocates the purchase price to numerous tangible and intangible components. Management allocates the purchase price of properties based on the estimated fair value of the assets acquired and liabilities assumed, which generally consists of land, building, tenant improvements, and intangible assets and liabilities, which include in-place leases, leasing commissions and above and below market leases. Management’s process for determining the allocation requires many estimates and assumptions, including: (i) market land, rental, discount and capitalization rates, (ii) leasing and tenant improvement costs associated with the remaining term of acquired leases, (iii) assumptions used in determining the in-place lease and if-vacant value including the rental rates, period of time that it would take to lease vacant space and estimated tenant improvement and leasing costs, and (iv) allocation of the if-vacant value between land and building.
The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical audit matter are (i) the significant judgment and estimation by management when developing the purchase price allocation, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate management’s estimates and significant assumptions, (ii) significant audit effort was necessary in evaluating significant assumptions related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space, (iii) significant auditor judgment was necessary in evaluating audit evidence related to such assumptions, and (iv) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to asset acquisition accounting, including controls over the assumptions used related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space to determine the fair value of the assets acquired and liabilities assumed and allocate the purchase price to the tangible and intangible components. These procedures also included, among others, (i) reading the purchase agreements for all acquisitions, (ii) testing management’s process by evaluating the appropriateness of methods used to determine fair value of assets acquired and liabilities assumed, and (iii) for certain acquisitions, testing the significant inputs and evaluating the reasonableness of the significant assumptions utilized by management in developing the purchase price allocation, related to discount rates, capitalization rates, market rental rates, market land rates, leasing costs, tenant improvement costs, and the period of time that it would take to lease vacant space. Assessing management’s assumptions involved evaluating the consistency of the assumptions used with external market data and with evidence obtained in other areas of the audit. For certain acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of certain significant assumptions utilized by management, as appropriate.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 25, 2025
We have served as the Company’s auditor since 2014.
F- 3
Easterly Government Properties, Inc.
Consolidated B alance Sheets
(Amounts in thousands, except share amounts)
December 31, 2024
December 31, 2023
Assets
Real estate properties, net
$
2,572,095
$
2,319,143
Cash and cash equivalents
19,353
9,381
Restricted cash
8,451
12,558
Tenant accounts receivable
71,172
66,274
Investment in unconsolidated real estate venture
316,521
284,544
Real estate loan receivable, net
34,081
—
Intangible assets, net
161,425
148,453
Interest rate swaps
717
1,994
Prepaid expenses and other assets
39,256
37,405
Total assets
$
3,223,071
$
2,879,752
Liabilities
Revolving credit facility
274,550
79,000
Term loan facilities, net
274,009
299,108
Notes payable, net
894,676
696,532
Mortgage notes payable, net
155,586
220,195
Intangible liabilities, net
14,885
12,480
Deferred revenue
120,977
82,712
Accounts payable, accrued expenses and other liabilities
101,271
80,209
Total liabilities
1,835,954
1,470,236
Commitments and contingencies (Note 14)
Equity
Common stock, par value $ 0.01 , 200,000,000 shares authorized,
107,970,559 and 100,973,247 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
1,080
1,010
Additional paid-in capital
1,873,545
1,783,338
Retained earnings
131,854
112,301
Cumulative dividends
( 686,044
)
( 576,319
)
Accumulated other comprehensive income
683
1,871
Total stockholders’ equity
1,321,118
1,322,201
Non-controlling interest in Operating Partnership
65,999
87,315
Total equity
1,387,117
1,409,516
Total liabilities and equity
$
3,223,071
$
2,879,752
The accompanying notes are an integral part of these consolidated financial statements.
F- 4
Easterly Government Properties, Inc.
Consolidated Statem ents of Operations
(Amounts in thousands, except share and per share amounts)
For the years ended December 31,
2024
2023
2022
Revenues
Rental income
$
289,601
$
273,906
$
284,488
Tenant reimbursements
6,544
8,908
5,920
Asset management income
2,302
2,110
1,409
Other income
3,605
2,303
1,789
Total revenues
302,052
287,227
293,606
Expenses
Property operating
70,151
71,964
66,781
Real estate taxes
30,924
30,461
30,900
Depreciation and amortization
96,333
91,292
98,254
Acquisition costs
1,878
1,661
1,370
Corporate general and administrative
24,450
27,118
24,785
Provision for credit losses
1,527
—
—
Total expenses
225,263
222,496
222,090
Other income (expense)
Income from unconsolidated real estate venture
6,051
5,498
3,374
Interest expense, net
( 62,433
)
( 49,169
)
( 47,378
)
Gain on the sale of real estate
171
—
13,590
Impairment loss
—
—
( 5,540
)
Net income
20,578
21,060
35,562
Non-controlling interest in Operating Partnership
( 1,025
)
( 2,256
)
( 4,088
)
Net income available to Easterly Government Properties, Inc.
$
19,553
$
18,804
$
31,474
Net income available to Easterly Government Properties, Inc.
per share:
Basic
$
0.18
$
0.19
$
0.34
Diluted
$
0.18
$
0.19
$
0.34
Weighted-average common shares outstanding
Basic
103,443,951
94,264,166
90,613,966
Diluted
103,758,546
94,556,055
90,948,701
Dividends declared per common share
$
1.06
$
1.06
$
1.06
The accompanying notes are an integral part of these consolidated financial statements.
F- 5
Easterly Government Properties, Inc.
Consolidated Stateme nts of Comprehensive Income (Loss)
(Amounts in thousands)
For the years ended December 31,
2024
2023
2022
Net income
$
20,578
$
21,060
$
35,562
Other comprehensive gain (loss):
Unrealized gain (loss) on interest rate swaps, net
( 1,277
)
( 2,025
)
9,719
Other comprehensive gain (loss):
( 1,277
)
( 2,025
)
9,719
Comprehensive income
19,301
19,035
45,281
Non-controlling interest in Operating Partnership
( 1,025
)
( 2,256
)
( 4,088
)
Other comprehensive (gain) loss attributable to non-controlling interest
89
350
( 1,101
)
Comprehensive income attributable to Easterly Government Properties, Inc.
$
18,365
$
17,129
$
40,092
The accompanying notes are an integral part of these consolidated financial statements.
F- 6
Easterly Government Properties, Inc.
Consolidated Statements of Stockholders’ Equity
(Amounts in thousands, except share amounts)
Shares
Common
Stock
Par
Value
Additional
Paid-in
Capital
Retained Earnings
(Deficit)
Cumulative Dividends
Accumulated Other Comprehensive Income (Loss)
Non-
controlling
Interest in
Operating
Partnership
Total
Equity
Balance at December 31, 2021
90,147,868
$
901
$
1,604,712
$
62,023
$
( 379,895
)
$
( 5,072
)
$
158,912
$
1,441,581
Stock based compensation
—
—
625
—
—
—
5,911
6,536
Grant of unvested restricted
stock
26,477
—
—
—
—
—
—
—
Dividends and distributions
paid ($ 1.06 per share)
—
—
—
—
( 96,088
)
—
( 13,088
)
( 109,176
)
Redemption of common units
to common stock
204,751
2
2,909
—
—
—
( 2,911
)
—
Contribution of property for
common units
—
—
—
—
—
—
17,361
17,361
Issuance of common stock, net
434,925
5
9,394
—
—
—
—
9,399
Unrealized gain on interest
rate swaps
—
—
—
—
—
8,618
1,101
9,719
Net income
—
—
—
31,474
—
—
4,088
35,562
Allocation of non-controlling interest in Operating Partnership
—
—
5,273
—
—
—
( 5,273
)
—
Balance at December 31, 2022
90,814,021
908
1,622,913
93,497
( 475,983
)
3,546
166,101
1,410,982
Stock based compensation
—
—
553
—
—
—
5,194
5,747
Grant of unvested restricted
stock
32,486
—
—
—
—
—
—
—
Dividends and distributions
paid ($ 1.06 per share)
—
—
—
—
( 100,336
)
—
( 12,043
)
( 112,379
)
Redemption of common units
to common stock
5,867,740
59
78,341
—
—
—
( 78,400
)
—
Contribution of property for
common units
—
—
—
—
—
—
219
219
Issuance of common stock, net
4,259,000
43
85,869
—
—
—
—
85,912
Unrealized gain on interest
rate swaps
—
—
—
—
—
( 1,675
)
( 350
)
( 2,025
)
Net income
—
—
—
18,804
—
—
2,256
21,060
Allocation of non-controlling interest in Operating Partnership
—
—
( 4,338
)
—
—
—
4,338
—
Balance at December 31, 2023
100,973,247
$
1,010
$
1,783,338
$
112,301
$
( 576,319
)
$
1,871
$
87,315
$
1,409,516
Stock based compensation
—
—
448
—
—
—
2,760
3,208
Grant of unvested restricted
stock, net
67,459
1
( 1
)
—
—
—
—
—
Dividends and distributions
paid ($ 1.06 per share)
—
—
—
—
( 109,725
)
—
( 6,184
)
( 115,909
)
Redemption of common units
to common stock
1,438,636
14
18,811
—
—
—
( 18,825
)
—
Issuance of common stock, net
5,491,217
55
70,946
—
—
—
—
71,001
Unrealized loss on interest
rate swaps
—
—
—
—
—
( 1,188
)
( 89
)
( 1,277
)
Net income
—
—
—
19,553
—
—
1,025
20,578
Allocation of non-controlling interest in Operating Partnership
—
—
3
—
—
—
( 3
)
—
Balance at December 31, 2024
107,970,559
$
1,080
$
1,873,545
$
131,854
$
( 686,044
)
$
683
$
65,999
$
1,387,117
The accompanying notes are an integral part of these consolidated financial statements.
F- 7
Easterly Government Properties, Inc.
Consolidated Statem ents of Cash Flows
(Amounts in thousands)
For the years ended December 31,
2024
2023
2022
Cash flows from operating activities
Net income
$
20,578
$
21,060
$
35,562
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
96,333
91,292
98,254
Straight line rent
( 2,989
)
( 3,897
)
( 410
)
Income from unconsolidated real estate venture
( 6,051
)
( 5,498
)
( 3,374
)
Amortization of above- / below-market leases
( 1,935
)
( 2,730
)
( 3,105
)
Amortization of unearned revenue
( 6,887
)
( 6,249
)
( 5,797
)
Amortization of loan premium / discount
( 675
)
( 1,098
)
( 1,122
)
Amortization of deferred financing costs
3,043
2,122
2,056
Amortization of lease inducements
1,124
942
856
Amortization of real estate loan origination fees
( 58
)
—
—
Gain on the sale of real estate
( 171
)
—
( 13,590
)
Impairment loss
—
—
5,540
Distributions from investment in unconsolidated real estate venture
12,109
10,232
6,434
Non-cash compensation
3,208
5,747
6,536
Provision for credit losses
1,527
—
—
Net change in:
Tenant accounts receivable
( 1,672
)
( 3,173
)
( 126
)
Prepaid expenses and other assets
( 2,975
)
( 5,562
)
( 2,829
)
Real estate loan interest receivable
( 1,229
)
—
—
Deferred revenue associated with operating leases
45,152
5,652
1,973
Principal payments on operating lease obligations
( 672
)
( 497
)
( 599
)
Accounts payable, accrued expenses and other liabilities
4,875
6,136
( 318
)
Net cash provided by operating activities
162,635
114,479
125,941
Cash flows from investing activities
Real estate acquisitions and deposits
( 188,085
)
( 63,412
)
( 93,737
)
Additions to operating properties
( 35,441
)
( 28,143
)
( 22,568
)
Additions to development properties
( 116,029
)
( 17,820
)
( 12,350
)
Proceeds from sale of operating properties, net
2,173
—
202,416
Distributions from investment in unconsolidated real estate venture
2,037
103
983
Investment in unconsolidated real estate venture
( 40,071
)
( 17,736
)
( 143,847
)
Investment in real estate loan receivable, net
( 34,229
)
—
—
Net cash used in investing activities
( 409,645
)
( 127,008
)
( 69,103
)
Cash flows from financing activities
Payment of deferred financing costs
( 7,861
)
—
—
Issuance of common shares
71,809
86,472
9,504
Credit facility draws
617,550
198,250
230,750
Credit facility repayments
( 422,000
)
( 184,750
)
( 179,750
)
Term loan draws
—
50,000
—
Term loan repayments
( 25,500
)
—
—
Issuance of notes payable
200,000
—
—
Repayments of mortgage notes payable
( 64,298
)
( 20,002
)
( 10,899
)
Dividends and distributions paid
( 115,909
)
( 112,379
)
( 109,176
)
Payment of offering costs
( 916
)
( 397
)
( 136
)
Net cash provided by (used in) financing activities
252,875
17,194
( 59,707
)
Net increase (decrease) in Cash and cash equivalents and Restricted cash
5,865
4,665
( 2,869
)
Cash and cash equivalents and Restricted cash, beginning of year
21,939
17,274
20,143
Cash and cash equivalents and Restricted cash, end of year
$
27,804
$
21,939
$
17,274
F- 8
Easterly Government Properties, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands)
Supplemental disclosure of cash flow information is as follows:
For the years ended December 31,
2024
2023
2022
Cash paid for interest, net of capitalized interest
$
57,223
$
47,530
$
40,207
Capitalized interest
$
4,726
$
1,483
$
1,220
Non-cash investing and financing activities:
Additions to operating properties
$
8,952
$
8,518
$
4,859
Additions to development properties
23,730
7,672
4,135
Deferred financing accrued, not paid
30
—
—
Offering costs accrued, not paid
21
16
—
Unrealized gain (loss) on interest rate swaps, net
( 1,277
)
( 2,025
)
9,719
Properties acquired for common units
—
219
17,361
Contingent consideration accrued, not received
—
41
125
Recognition of operating lease right-of-use assets
—
—
2,445
Recognition of liabilities related to operating lease right-of-use assets
—
—
2,445
Derecognition of operating lease right-of-use assets
—
—
689
Exchange of Common Units for Shares of Common Stock
Non-controlling interest in Operating Partnership
$
( 18,825
)
$
( 78,400
)
$
( 2,911
)
Common stock
14
59
2
Additional paid-in capital
18,811
78,341
2,909
Total
$
—
$
—
$
—
The accompanying notes are an integral part of these consolidated financial statements.
F- 9
Easterly Government Properties, Inc.
Notes to the Consolidat ed Financial Statements
1. Organization and Basis of Presentation
Easterly Government Properties, Inc. (the “Company”) is a Maryland corporation that has elected to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code, as amended (the “Code”), commencing with its taxable year ended December 31, 2015. The operations of the Company are carried out primarily through Easterly Government Properties, LP (the “Operating Partnership”) and the wholly owned subsidiaries of the Operating Partnership. As used herein, the “Company,” “we,” “us,” or “our” refer to Easterly Government Properties, Inc. and its consolidated subsidiaries and partnerships, including the Operating Partnership, except where context otherwise requires.
We are an internally managed REIT, focused primarily on the acquisition, development, and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate 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.
We focus on acquiring, developing and managing U.S. Government-leased properties that are essential to supporting the mission of the tenant agency and strive to be a partner of choice for the U.S. Government, working closely with the tenant agency to meet its needs and objectives. 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 December 31, 2024, 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, 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 December 31, 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. All references to square footage and asset age within the notes are unaudited.
The Operating Partnership holds substantially all of our assets and conducts substantially all our business. The Company is 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 December 31, 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.
Principles of Consolidation
The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, including Easterly Government Properties TRS, LLC and Easterly Government Services, LLC, the Operating Partnership and its other subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
2. Summary of Significant Accounting Policies
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Real Estate Properties
Real estate properties comprise all tangible assets we hold for rent or development. Real property is recognized at cost less accumulated depreciation. Third party costs related to asset acquisitions are capitalized. Development, re-development and certain costs directly related to the improvement of real properties are capitalized. Maintenance and repair expenses are charged to expense as incurred.
When we acquire properties, we allocate the purchase price to numerous tangible and intangible components. Our process for determining the allocation to these components requires many estimates and assumptions, including the following: (1) determination of market land, rental, discount and capitalization rates; (2) estimation of leasing and tenant improvement costs associated with the
F- 10
remaining term of acquired leases; (3) assumptions used in determining the in-place lease and if-vacant value including the rental rates, period of time that it would take to lease vacant space and estimated tenant improvement and leasing costs; and (4) allocation of the if-vacant value between land and building. A change in any of the above key assumptions can materially change not only the presentation of acquired properties in our consolidated financial statements but also our reported results of operations. The allocation to different components affects the following:
• the amount of the purchase price allocated among different categories of assets and liabilities on our consolidated balance sheets; and the amount of costs assigned to individual properties in multiple property acquisitions;
• where the amortization of the components appear over time in our consolidated statements of operations. Allocations to above- and below-market leases are amortized into rental revenue, whereas allocations to most of the other tangible and intangible assets are amortized into depreciation and amortization expense. As a REIT, this is important to us since much of the investment community evaluates our operating performance using non-GAAP measures such as Funds From Operations, the computation of which includes rental revenue but does not include depreciation and amortization expense; and
• the timing over which the items are recognized as revenue or expense in our consolidated statements of operations. For example, for allocations to the as-if vacant value, the land portion is not depreciated and the building portion is depreciated over a longer period of time than the other components (generally 40 years). Allocations to above- and below-market leases and in-place lease value are amortized over significantly shorter time frames, and if individual tenants’ leases are terminated early, any unamortized amounts remaining associated with those tenants are written off upon termination. These differences in timing can materially affect our reported results of operations.
Tenant improvements are capitalized in real property when we own the improvement. When we are required to provide improvements under the terms of a lease, we determine whether the improvements constitute landlord assets or tenant assets. If the improvements are considered landlord assets, we capitalize the cost of the improvements and recognize depreciation expense associated with such improvements generally over the shorter of the useful life of the assets or the term of the lease and recognize any payments from the tenant as rental revenue over the term of the lease. If the improvements are considered tenant assets, we defer the cost of improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. Our determination of whether improvements are landlord assets or tenant assets also may affect when we commence revenue recognition in connection with a lease. In determining whether improvements constitute landlord or tenant assets, we consider numerous factors including: whether the improvements are unique to the tenant or reusable by other tenants; whether the tenant is permitted to alter or remove the improvements without our consent or without compensating us for any lost fair value; whether the ownership of the improvements remains with us or remains with the tenant at the end of the lease term; and whether the economic substance of the lease terms is properly reflected.
We capitalize pre-development costs incurred in pursuit of new development opportunities for which we currently believe future development is probable. Additionally, we capitalize interest expense, real estate taxes and direct and indirect project costs (including related compensation and other indirect costs) associated with properties, or portions thereof, undergoing construction, development and redevelopment activities. In capitalizing interest expense, if there is a specific borrowing for the property undergoing construction, development and redevelopment activities, we apply the interest rate of that borrowing to the average accumulated expenditures that do not exceed such borrowing; for the portion of expenditures exceeding any such specific borrowing, we apply our weighted average interest rate on unsecured borrowings to the expenditures. We continue to capitalize costs while construction, development or redevelopment activities are underway until the building is substantially complete and ready for its intended use, at which time rental income recognition can commence and rental operating costs, real estate taxes, insurance, and other subsequent carrying costs are expensed as incurred.
Depreciation of an asset begins when it is available for use and is calculated using the straight-line method over the estimated useful lives. Each period, depreciation is charged to expense and credited to the related accumulated depreciation account. A used asset acquired is depreciated over its estimated remaining useful life, not to exceed the life of a new asset. Range of useful lives for depreciable assets are as follows:
Category
Term
Buildings
40 years
Building improvements
5 - 40 years
Tenant improvements
Generally shorter of the remaining life of the lease or useful life
Furniture and equipment
3 - 7 years
We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long-lived assets. If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected
F- 11
undiscounted cash flows to determine whether an asset may be impaired. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long-lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives. From time to time, natural disasters or other loss events may result in damage or destruction to our assets. In these instances, any loss on involuntary conversion is recognized as Depreciation and amortization in our Consolidated Statements of Operations in the period in which the damage occurred.
Cash and Cash Equivalents
Cash and cash equivalents on the accompanying Consolidated Balance Sheets include all cash and liquid investments that mature three months or less from when they were purchased. Cash equivalents are reported at cost, which approximates fair value. We maintain our cash in bank accounts in amounts that may exceed federally insured limits at times. We have not experienced any losses in these accounts and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions.
Restricted Cash
Restricted cash on the accompanying Consolidated Balance Sheets consists of amounts escrowed for future real estate taxes, insurance, capital expenditures and debt service, as required by certain of our mortgage debt agreements or lease agreements.
Investment in Unconsolidated Real Estate Venture
We analyze each real estate venture to determine whether the entity should be consolidated. If it is determined that an entity is a variable interest entity (“VIE”) in which we have a variable interest, we assess whether we are the primary beneficiary of the VIE to determine whether it should be consolidated. We are not the primary beneficiary of an entity when we do not have voting control, lack the power to direct the activities that most significantly impact the entity’s economic performance or other partners have substantive participatory rights, we do not have the obligation to absorb losses or we do not have the right to receive returns from the VIE that could potentially be significant. If we determine that the entity is not a VIE, then we base our consolidation assessment on whether we have a controlling financial interest in the entity. Management uses its judgment when determining if we are the primary beneficiary of, or have a controlling financial interest in, an entity in which we have a variable interest. Factors considered in determining whether we have the power to direct the activities that most significantly impact the entity’s economic performance include voting rights, involvement in day-to-day capital and operating decisions, and the extent of our involvement in the entity.
We use the equity method of accounting for investments in unconsolidated real estate ventures when we have significant influence but do not control the entity. Under the equity method, we record our investment in "Investment in unconsolidated real estate venture" on our Consolidated Balance Sheets and our proportionate share of earnings or losses, pursuant to the terms of the joint venture agreement as these may change depending on returns, in "Income from unconsolidated real estate venture" in the accompanying Consolidated Statements of Operations. We classify distributions received from equity method investees within our Consolidated Statements of Cash Flows using the nature of distribution approach. Under this method, cash flows generated from the operations of an unconsolidated real estate venture are classified as a return on investment (cash inflow from operating activities) and cash flows from property sales, debt refinancing or sales of our investments are classified as a return of investment (cash inflow from investing activities).
We earn revenue from asset management services to our unconsolidated real estate venture. These fees are determined following the terms specific to each arrangement. We account for this revenue gross of our ownership interest in the respective real estate venture and recognize such revenue as "Asset management income" in our Consolidated Statements of Operations when earned. Our proportionate share of related expense is recognized in "Income from unconsolidated real estate venture".
We assess quarterly whether there are any indicators, including underlying property operating performance and general market conditions, that the value of our investment may be impaired. We consider an investment in a real estate venture impaired if we determine that its fair value is less than the net carrying value of the investment on an other-than-temporary basis. If our analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate venture, the carrying value of the venture will be adjusted to an amount that reflects the estimated fair value of the investment.
F- 12
Receivables and Credit Losses
Tenant accounts receivable on the accompanying Consolidated Balance Sheets includes accrued rental income and other tenant accounts receivables. We accrue rental and other tenant income earned, but not yet received, in accordance with GAAP.
Non-tenant receivables are included in Prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
We account for loans receivable at their unamortized cost, net of any unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan fees and direct costs associated with loans originated by us are deferred and amortized using the effective interest method over the term of the loan as interest income.
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 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.
Deferred Costs
Deferred financing fees and debt issuance costs include costs incurred in obtaining debt that are capitalized and are presented as a direct deduction from the carrying amount of the associated debt liability that is not a line-of-credit arrangement on the accompanying Consolidated Balance Sheets. Deferred financing fees and debt issuance costs related to line-of-credit arrangements are presented as an asset in Prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The deferred financing fees and debt issuance costs are amortized through interest expense over the life of the respective loans on a basis which approximates the effective interest method. Any unamortized amounts upon early repayment of debt are written off in the period of repayment as a loss on extinguishment of debt. Fully amortized deferred financing fees and debt issuance costs are removed from the books upon maturity of the underlying debt.
Deferred offering costs include certain legal, accounting and other third-party fees that are directly associated with in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to capital. Should the equity no longer be considered probable of being consummated, the deferred offering costs would be expensed immediately as a charge to Corporate general and administrative expenses in the accompanying Consolidated Statement of Operations.
Deferred leasing commissions include commissions, compensation costs of leasing personnel for those leases which commenced prior to the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”) on January 1, 2019, and other direct and incremental costs incurred to obtain new tenant leases as well as to renew existing tenant leases and are presented in Prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. Leasing commissions are capitalized and amortized over the terms of the related leases upon lease commencement using the straight-line method. If a lease terminates prior to the expiration of its initial term, any unamortized costs related to the lease are accelerated into amortization expense. Changes in leasing commissions are presented in the cash flows from operating activities section of the accompanying Consolidated Statements of Cash Flows.
Interest Rate Hedges
Our primary objective in using interest rate derivatives is to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable- rate amounts from a counterparty in exchange for our making fixed- rate payments over the life of the agreements without exchange of the underlying notional amount. Derivatives are used to hedge the cash flows associated with interest rates on existing debt as well as future debt. We recognize derivatives as assets or liabilities on the balance sheet at fair value. We defer the effective portion of changes in fair value of the designated cash flow hedges to accumulated other comprehensive income (“AOCI”) or loss (“AOCL”) and reclassify such deferrals to interest expense as interest expense is recognized on the hedged forecasted transitions. We recognize the ineffective portion of the
F- 13
change in fair value of interest rate derivatives directly in interest expense. When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in fair value of the hedge previously deferred to AOCI or AOCL, along with any changes in fair value occurring thereafter, through earnings. We do not use interest rate derivatives for trading or speculative purposes. We manage counterparty risk by only entering into contracts with major financial institutions based upon their credit ratings and other risk factors.
We use standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost and termination cost in computing the fair value of derivatives at each balance sheet date. We made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a gross basis by counterparty portfolio.
Please refer to Note 7 for more information pertaining to interest rate derivatives.
Fair Value Measurements
Accounting standards define fair value as the exit price, or the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standards also establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of these inputs is broken down into three levels: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Categorization within the valuation hierarchy is based upon the lowest level of input that is most significant to the fair value measurement.
Recurring fair value measurements
The fair values of our interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. We have determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives held as of December 31, 2024 and 2023 were classified as Level 2 of the fair value hierarchy.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets and accounts payable and accrued expenses are reasonable estimates of fair values because of the short maturities of these instruments.
Please refer to Note 8 for more information pertaining to fair value measurements.
Deferred Revenue
Deferred revenue consists primarily of lump sum reimbursements made by tenants to us for landlord improvements in excess of a tenant improvement allowance. Lump sum reimbursements are recorded as Deferred revenue on the Consolidated Balance Sheets and are amortized over the life of the lease through Rental income. Deferred revenue also includes rent received in advance, which is recognized within Rental income once earned.
Non-Controlling Interests
Non-controlling interests relate to the common units of the Operating Partnership not owned by us. Unitholders receive a distribution per unit equivalent to the dividend per share of our common stock. Pursuant to ASC 810 with respect to the accounting and reporting for non-controlling interest changes and changes in ownership interest of a subsidiary, changes in parent’s ownership interest when the parent retains controlling interest in the subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to us.
F- 14
Revenue Recognition
Rental income includes base rents paid by each tenant in accordance with its lease agreement conditions. We recognize rental income on a straight-line basis over the lease term of each lease. For acquisitions of existing buildings, we recognize rental income from leases already in place coincident with the date of property closing. Lease incentives are recorded as a deferred asset and amortized as a reduction of revenue on a straight-line basis over the respective lease term. Above- and below-market leases are amortized into rental income over the terms of the respective leases. Further, Rental income includes certain tenant reimbursement income (real estate taxes, operating expenses, utility usage, and other reimbursements), which are accrued as variable lease payments in the same periods as the related expenses are incurred in accordance with ASC 842.
Tenant reimbursement income includes revenue from tenant construction projects. When revenue and costs for such projects can be estimated with reasonable accuracy, we recognize a percentage of the total estimated revenue on a project based on the cost of services provided on the project as of a point in time relative to the total estimated costs on the project (percentage of completion method). When these criteria do not apply to a project, we recognize revenue from that project using the completed contract method. Fully reimbursed income was included within Tenant reimbursements and associated expenses were included in Property operating expenses within the Consolidated Statements of Operations.
Other income includes income on the associated tenant reimbursement construction projects, parking income, interest income recognized from our real estate loan receivable and other miscellaneous income.
Asset management income includes revenue from asset management services to our unconsolidated real estate venture. The asset management fees are earned by us for managing properties owned by related parties. The asset management fees are based upon contractual rates applied to actively invested capital, with fee income recognized on a monthly basis. The fees are recognized as a single performance obligation comprised of a series of distinct services related to property operations. We believe the overall services provided by asset management activities have the same pattern of performance over the term of the agreement. We account for this revenue gross of our ownership interest in the respective real estate venture and recognize such revenue as "Asset management income" in our Consolidated Statements of Operations when earned. Our proportionate share of related expense is recognized in "Income from unconsolidated real estate venture."
Sales of Properties
We recognize gains from sales of consolidated interests in properties to non-customer third parties when we have transferred control of such interests.
Income Taxes
We 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. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on our net income that we distribute to our stockholders. To maintain our qualification as a REIT, we are required under the Code to distribute at least 90 % of our REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) to our stockholders and meet certain other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. Even if we qualify as a REIT, we will be subject to certain U.S. federal, state and local taxes on our income and property, and on taxable income that we do not distribute to our stockholders. In addition, we may provide services that are not customarily provided by a landlord, hold properties for sale and engage in other activities (such as a management business) through Taxable REIT Subsidiaries (“TRSs”) and the income of those subsidiaries will be subject to U.S. federal income tax at regular corporate rates. For the years ended December 31, 2024, 2023 and 2022, we did not incur any material tax liability associated with any of the above.
We do not anticipate any potential expense related to uncertain tax positions as we closely monitor our REIT compliance, do not have any prohibited transactions related to property sales, and the states in which we operate do not subject us to withholding tax requirements.
F- 15
For federal income tax purposes, dividends to shareholders may be characterized as ordinary income, capital gains or return of capital. The characterization of dividends paid on our common shares during each of the last three years was as follows:
For the years ended December 31,
2024
2023
2022
Ordinary income
49.29
%
40.31
%
47.48
%
Long-term capital gain
0.14
%
0.00
%
0.00
%
Return of capital
50.57
%
59.69
%
52.52
%
The dividends allocated to each of the above years for federal income tax purposes included dividends paid on our common shares during each of those years. We distributed all of our REIT taxable income in 2024, 2023, and 2022 and, as a result, did no t incur federal income tax in those years.
Stock Based Compensation
We grant equity-based compensation awards to its officers, employees and non-employee directors in the form of restricted shares of common stock and long-term incentive plan units in the Operating Partnership. See Note 9 for further discussion of restricted shares of common stock and LTIP units. The restricted shares of common stock and LTIP units issued to officers, employees, and non-employee directors vest over a period of time as determined by our board of directors at the date of grant. We recognize compensation expense for non-vested restricted shares of common stock and LTIP units granted to officers, employees and non-employee directors on a straight-line basis over the requisite service and/or performance period based upon the fair market value of the shares on the date of grant, as adjusted for forfeitures.
Earnings Per Share of Common Stock Amount
Basic earnings per share is calculated by dividing net income available to Easterly Government Properties, Inc. by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares. Diluted earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period plus other potentially dilutive securities such as unvested restricted shares, LTIP units, and shares issuable under forward sales agreements. Unvested restricted shares and LTIP units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share.
Segments
We manage our operations as a single segment for the purposes of assessing performance and making operating decisions. All revenue has been generated and all tangible assets are held in the United States. See Note 16 to the Consolidated Financial Statements for additional information.
Standard Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. We adopted ASU 2023-07 on December 15, 2024.
Recent Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission (the “SEC”). The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. We do not anticipate that the adoption of ASU 2023-06 will have a material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate
F- 16
reconciliation and income taxes paid information. The new standard is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
3. Real Estate and Intangibles
Acquisitions
During the year ended December 31, 2024 , we acquired nine operating properties in asset acquisitions, ICE – Dallas, HSI – Orlando, ICE – Orlando, Northrop Grumman – Dayton, Northrop Grumman – Aurora, IRS – Ogden, and a three building portfolio in Cary, NC, for an aggregate purchase price of $ 184.9 million. During the year ended December 31, 2023 , we acquired three operating properties in asset acquisitions, CA – Anaheim, DHS – Atlanta and JUD – Newport News, for an aggregate purchase price of $ 63.1 million.
We allocated the aggregate purchase price of these acquisitions based on the estimated fair values of the acquired assets and assumed liabilities as follows (amounts in thousands):
December 31, 2024
December 31, 2023
Real estate
Land
$
41,591
$
8,407
Building
104,618
37,328
Acquired tenant improvements
9,794
4,283
Total real estate
156,003
50,018
Intangible assets
In-place leases
24,552
9,538
Acquired leasing commissions
9,842
3,919
Total intangible assets
34,394
13,457
Intangible liabilities
Below-market leases
( 5,469
)
—
Total intangible liabilities
( 5,469
)
—
Prepaid expenses and other assets
Contingent consideration
—
41
Accounts payable, accrued expenses and other liabilities
Contingent consideration
—
( 388
)
Purchase price
184,928
63,128
In addition to the above operating property activity, we acquired one land parcel for development, JUD – Flagstaff, during the year ended December 31, 2024.
No debt was assumed on acquisitions made during the years ended December 31, 2024 and 2023 . The intangible assets and liabilities of the acquired operating properties have an aggregate weighted average amortization period of 9.12 years and 10.46 as of December 31, 2024 and 2023, respectively.
During the year ended December 31, 2024 , we included $ 7.2 million of revenues and $ 2.9 million of net income in our Consolidated Statement of Operations related to the operating properties acquired. Additionally, we incurred $ 1.9 million of acquisition-related costs primarily consisting of internal costs associated with the property acquisitions.
During the year ended December 31, 2023 , we included $ 1.5 million of revenues and $ 0.4 million of net income in our Consolidated Statement of Operations related to the operating properties acquired. Additionally, we incurred $ 1.7 million of acquisition-related costs primarily consisting of internal costs associated with the property acquisitions.
Dispositions
In July 2024, we entered into an agreement to sell a land parcel located in Lincoln, Nebraska for $ 2.3 million. The land parcel had a carrying value of $ 2.0 million. On October 3, 2024, we sold the land parcel for a gross sales price of $ 2.3 million and we recognized a gain on the sale of approximately $ 0.2 million for the year ended December 31, 2024.
F- 17
No operating properties were disposed of during the year ended December 31, 2023.
Consolidated Real Estate and Intangibles
Real estate and intangibles on our consolidated balance sheets consisted of the following (amounts in thousands):
December 31, 2024
December 31, 2023
Real estate properties, net
Land
$
267,543
$
221,999
Building
2,490,330
2,349,846
Acquired tenant improvements
94,894
85,949
Construction in progress
184,512
52,426
Accumulated depreciation
( 465,184
)
( 391,077
)
Total Real estate properties, net
$
2,572,095
$
2,319,143
Intangible assets, net
In-place leases
302,302
280,604
Acquired leasing commissions
81,915
72,560
Above market leases
14,620
14,620
Payment in lieu of taxes
6,394
6,394
Accumulated amortization
( 243,806
)
( 225,725
)
Total Intangible assets, net
$
161,425
$
148,453
Intangible liabilities, net
Below market leases
( 77,029
)
( 72,037
)
Accumulated amortization
62,144
59,557
Total Intangible liabilities, net
$
( 14,885
)
$
( 12,480
)
During the third quarter of 2022, we recognized an impairment loss totaling approximately $ 5.5 million for its ICE – Otay property and reduced its carrying value to its estimated fair value, which declined due to changes in expected cash flows related to the tenant’s lease expiration in 2022. ICE – Otay is a 47,919 rentable square foot office building located in San Diego, California. See Note 8 for additional information.
Amortization of intangible assets within Depreciation and amortization expense was $ 20.3 million, $ 21.1 million and $ 25.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The projected amortization of total intangible assets and intangible liabilities as of December 31, 2024 are as follows (amounts in thousands):
Total
Intangible assets
2025
$
21,499
2026
20,380
2027
18,453
2028
15,589
2029
12,342
Thereafter
73,162
$
161,425
Intangible liabilities
2025
$
( 2,931
)
2026
( 2,693
)
2027
( 2,469
)
2028
( 1,924
)
2029
( 1,238
)
Thereafter
( 3,630
)
$
( 14,885
)
F- 18
The following table summarizes the scheduled amortization of our acquired above- and below-market lease intangibles for each of the five succeeding years as of December 31, 2024 (amounts in thousands):
Acquired Above-Market Lease Intangibles
Acquired Below-Market Lease Intangibles
2025
$
1,097
$
( 2,931
)
2026
1,096
( 2,693
)
2027
1,096
( 2,469
)
2028
725
( 1,924
)
2029
193
( 1,238
)
Thereafter
641
( 3,631
)
Above-market lease amortization reduces Rental income on our Consolidated Statements of Operations and below-market lease amortization increases Rental income on our Consolidated Statements of Operations. Amortization of above- and below-market lease intangibles increased Rental income by $ 1.9 million, $ 2.7 million and $ 3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
4. Investment in Unconsolidated Real Estate Venture
The following is a summary of our investment in our unconsolidated real estate venture (dollars in thousands):
As of December 31,
Joint Venture
Ownership Interest
2024
2023
MedBase Venture
53.0 %
$
316,521
$
284,544
On October 13, 2021, we formed the JV, with a global investor to fund the acquisition of a portfolio of ten properties that encompasses 1,214,165 leased square feet (the “VA Portfolio”). We own a 53.0 % interest in the JV, subject to preferred allocations as provided in the JV agreement.
During the year ended December 31, 2024 , the JV acquired VA – Jacksonville for a purchase price of $ 77.4 million. During the year ended December 31, 2023, the JV acquired VA – Corpus Christi for a purchase price of $ 34.5 million. As of December 31, 2024, all ten properties in the VA Portfolio had been acquired by the JV.
We provide asset management services to our unconsolidated real estate venture. We recognized asset management service revenue of $ 2.3 million, $ 2.1 million and $ 1.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The following is a summary of financial information for our unconsolidated real estate venture:
As of December 31,
Balance sheet information:
2024
2023
Real estate, net
$
501,938
$
449,956
Other assets, net (1)
105,808
97,190
Total assets
$
607,746
$
547,146
Total liabilities (2)
$
11,142
$
10,854
Total equity
596,604
536,292
Total liabilities and equity
$
607,746
$
547,146
Company’s share of equity
$
316,146
$
284,169
Basis differential (3)
375
375
Carrying value of the Company’s investment in the unconsolidated venture
$
316,521
$
284,544
(1) At December 31, 2024 and 2023, this amount included right-of-use assets - finance leases totaling approximately $ 4.7 million and $ 4.8 million, respectively, representing a ground lease at VA – Lubbock.
(2) At both December 31, 2024 and 2023, this amount included lease liabilities - finance leases totaling approximately $ 5.0 million representing a ground lease at VA – Lubbock .
(3) This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level .
F- 19
For the year ended December 31,
Income statement information:
2024
2023
2022
Total revenue
$
45,517
$
40,693
$
25,898
Operating income
11,572
10,567
6,530
Net income
11,408
10,402
6,366
Company’s share of net income
$
6,051
$
5,498
$
3,374
5. Real Estate Loan Receivable
On August 6, 2024, we entered into a construction loan agreement to lend up to $ 52.1 million to a developer (the “Borrower”). The construction loan will accrue interest monthly at a fixed market rate of 9.00 % per annum. The construction loan shall be re-paid in full on or before August 31, 2027 , the maturity date. Upon completion of the development, we have the option to purchase at fair value all of the issued and outstanding membership interest from the Borrower in a special purpose entity (“SPE”) which solely holds the developed property. We hold a variable interest in the SPE, but we do not consolidate the SPE as we are not the primary beneficiary due to our lack of power to direct significant activities performed by the SPE.
A summary of our real estate loan receivable consisted of the following (in thousands):
December 31, 2024
December 31, 2023
Real estate loan receivable
$
35,517
$
—
Allowance for credit losses
( 1,436
)
—
Real estate loan receivable, net
$
34,081
$
—
During the year ended December 31, 2024 , we recognized interest income from our real estate loan receivable of $ 1.2 million. No interest income was recognized from real estate loan receivables during the years ended December 31, 2023 , and 2022. Interest income from our real estate loan receivable is included within Other income on our Consolidated Statements of Operations. As of December 31, 2024, we recognized an allowance for credit loss liability of $ 0.1 million for the undrawn capacity on the construction loan. Allowance for credit loss liability is included within Accounts payable, accrued expenses and other liabilities on our Consolidated Balance Sheets.
The fair value of this real estate loan receivable was approximately $ 35.9 million as of December 31, 2024.
F- 20
6. Debt
At December 31, 2024 and December 31, 2023 (dollars in thousands):
Principal Outstanding
Interest
Current
Loan
December 31, 2024
December 31, 2023
Rate (1)
Maturity
Revolving credit facility:
2024 revolving credit facility (2)
$
274,550
$
79,000
S + 145bps (3)
June 2028 (4)
Total revolving credit facility
274,550
79,000
Term loan facilities:
2016 term loan facility
100,000
100,000
5.31 % (5)
January 2025 (6)
2018 term loan facility
174,500
200,000
5.23 % (7)
July 2026
Total term loan facilities
274,500
300,000
Less: Total unamortized deferred financing fees
( 491
)
( 892
)
Total term loan facilities, net
274,009
299,108
Notes payable:
2017 series A senior notes
95,000
95,000
4.05 %
May 2027
2017 series B senior notes
50,000
50,000
4.15 %
May 2029
2017 series C senior notes
30,000
30,000
4.30 %
May 2032
2019 series A senior notes
85,000
85,000
3.73 %
September 2029
2019 series B senior notes
100,000
100,000
3.83 %
September 2031
2019 series C senior notes
90,000
90,000
3.98 %
September 2034
2021 series A senior notes
50,000
50,000
2.62 %
October 2028
2021 series B senior notes
200,000
200,000
2.89 %
October 2030
2024 series A senior notes
150,000
—
6.56 %
May 2033
2024 series B senior notes
50,000
—
6.56 %
August 2033
Total notes payable
900,000
700,000
Less: Total unamortized deferred financing fees
( 5,324
)
( 3,468
)
Total notes payable, net
894,676
696,532
Mortgage notes payable:
VA – Golden
—
8,447
5.00 % (8)
April 2024
USFS II – Albuquerque
9,624
11,603
4.46 % (8)
July 2026
ICE – Charleston
10,491
11,998
4.21 % (8)
January 2027
VA – Loma Linda
127,500
127,500
3.59 % (8)
July 2027
CBP – Savannah
8,683
9,549
3.40 % (8)
July 2033
USCIS - Kansas City
—
51,500
3.68 % (8)
August 2024
Total mortgage notes payable
156,298
220,597
Less: Total unamortized deferred financing fees
( 579
)
( 944
)
Less: Total unamortized premium/discount
( 133
)
542
Total mortgage notes payable, net
155,586
220,195
Total debt
$
1,598,821
$
1,294,835
(1) 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.
(2) The $ 400.0 million 2024 revolving credit facility (the “2024 revolving credit facility”) had available capacity of $ 125.3 million at December 31, 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.
(3) 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
F- 21
on the $ 25.5 million 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 December 31, 2024, $ 249.1 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.
(4) Our 2024 revolving credit facility has two six-month as-of-right extension options subject to certain conditions and the payment of an extension fee.
(5) Our 2016 term loan facility (our “2016 term loan facility”) is subject to three interest rate swaps, all with effective dates of December 23, 2024 and an aggregate 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.
(6) 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 .
(7) Our 2018 term loan facility (as amended, our “2018 term loan facility”) is subject to two interest rate swaps with effective dates 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 facility, to effectively fix the interest rate on the $ 174.5 million at 5.23 % annually. The spread over SOFR is based on our consolidated leverage ratio, as defined in our 2018 term loan facility agreement.
(8) Effective interest rates are as follows: USFS II – Albuquerque 3.92 %, ICE – Charleston 3.93 %, VA – Loma Linda 3.78 %, CBP – Savannah 4.12 %.
As of December 31, 2024 and 2023, the net carrying value of real estate collateralizing our mortgages payable totaled $ 216.9 million and $ 325.9 million, respectively. We were not in default under any mortgage loan as of December 31, 2024. See Note 8 for the fair value of our debt instruments.
2024 Senior Note Agreement
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 Senior Notes.
2024 Revolving Credit Facility
On June 3, 2024, we entered into a credit agreement (the “2024 Credit Agreement”) that provides for the $ 400.0 million 2024 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.
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.
2021 Revolving Credit Facility
We are also party to the second amended and restated credit agreement, dated July 23, 2021 (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.
F- 22
On January 2, 2024, the margin spreads under the second amended senior unsecured credit agreement were reduced by 1 basis point as a result of achieving our sustainability metric percentage.
In connection with the entry into the 2024 Credit Agreement on June 3, 2024, we repaid 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 year ended December 31, 2024 which is included in Interest expense, net on our Consolidated Statements of Operations.
Term Loan Facilities
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 .
On December 23, 2024, we entered into three SOFR-based interest rate swaps with a total notional value of $ 100.0 million that were designated as cash flow hedges of interest rate risk. The interest rate swaps became effective in December 2024 upon the maturity of our $ 100.0 million notional value interest rate swap on December 23, 2024 . For more information on our interest rate swaps, see Note 7 to the Consolidated Financial Statements.
2025 Activity
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 .
2024 Activity
On April 1, 2024, we used $ 8.4 million of available cash to extinguish the mortgage note obligation on VA – Golden.
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.
On July 8, 2024, we used $ 0.5 million of available cash to pay down a portion of our 2018 term loan facility.
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.
On August 6, 2024, we used $ 51.5 million of available cash to extinguish the mortgage note obligation on USCIS – Kansas City.
2023 Activity
On February 3, 2023, we entered into three SOFR-based interest rate swaps each with a notional value of $ 100.0 million that were designated as cash flow hedges of interest rate risk. Two of the interest rate swaps, with an aggregate notional value of $ 200.0 million, became effective in June 2023 . The third swap, with a notional value of $100.0 million, became effective in September 2023. For more information on our interest rate swaps, see Note 7 to the Consolidated Financial Statements.
On May 30, 2023, we entered into the third amendment to our second amended and restated credit agreement, dated as of July 23, 2021 and into the sixth amendment to our senior unsecured term loan agreement, dated as of September 29, 2016. These amendments added a daily simple SOFR-based option to the term SOFR-based floating interest rate option as a benchmark rate for borrowings denominated in U.S. dollars for all purposes under the credit and term loan agreements, including, in each case, a credit spread adjustment of 0.10 %.
On July 20, 2023, we exercised in full the $ 50.0 million delayed draw option on our 2018 term loan facility, increasing our 2018 term loan facility commitments from $ 150.0 million to $ 200.0 million, and transferred $ 50.0 million of our interest rate swap with a notional value of $ 100.0 million, from our revolving credit facility to the $ 50.0 million delayed draw.
F- 23
Financial Covenant Considerations
As of December 31, 2024, we were in compliance with all financial and other covenants related to our 2024 revolving credit facility, 2016 term loan facility, 2018 term loan facility, notes payable and mortgage notes payable.
Aggregate Debt Maturities
Aggregated debt maturities based on outstanding principal as of December 31, 2024 are as follows (dollars in thousands):
Total
2025
$
104,598
2026
184,554
2027
230,733
2028
325,533
2029
136,016
Thereafter
623,914
1,605,348
Unamortized premium/discount & deferred financing
( 6,527
)
$
1,598,821
7. Derivatives and Hedging Activities
The following table sets forth the key terms and fair values of our interest rate swap derivatives, each of which was designated as a cash flow hedge (dollars in thousands):
Fair Value at December 31,
Notional Amount
Fixed Rate
Floating Rate Index (1)
Effective Date
Expiration Date
2024
2023
$
100,000
4.01
%
USD-SOFR with -5 Day Lookback
June 23, 2023
March 23, 2025
$
69
$
599
$
100,000
4.18
%
USD-SOFR with -5 Day Lookback
June 23, 2023
December 23, 2024
$
—
$
501
$
100,000
3.70
%
USD-SOFR with -5 Day Lookback
September 29, 2023
June 29, 2025
$
259
$
894
$
40,000
3.85
%
USD-SOFR with -5 Day Lookback
December 23, 2024
December 23, 2027
$
161
$
—
$
30,000
3.86
%
USD-SOFR with -5 Day Lookback
December 23, 2024
December 23, 2027
$
115
$
—
$
30,000
3.86
%
USD-SOFR with -5 Day Lookback
December 23, 2024
December 23, 2027
$
113
$
—
The table below sets forth the fair value of our interest rate derivatives as well as their classification on our Consolidated Balance Sheets (dollars in thousands):
Fair Value at December 31,
Balance Sheet Line Item
2024
2023
Interest rate swaps-Asset
$
717
$
1,994
Cash Flow Hedges of Interest Rate Risk
The gains or losses on derivatives designated and that qualify as cash flow hedges is recorded in AOCI and will be reclassified to interest expense in the period that the hedged forecasted transactions affect earnings on our variable rate debt.
Amounts reported in AOCI related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on our variable rate debt. We estimate that $ 0.9 million will be reclassified from AOCI as a decrease to interest expense over the next 12 months.
F- 24
The table below presents the effects of our interest rate derivatives on our Consolidated Statements of Operations and Comprehensive Income (Loss) (dollars in thousands):
For the years ended December 31,
2024
2023
2022
Unrealized gain recognized in AOCI
$
2,399
$
3,811
$
8,427
Gain (loss) reclassified from AOCI into interest expense
3,676
5,836
( 1,292
)
Credit-Risk Related Contingent Features
We have agreements with each of its derivative counterparties that contain a provision where we could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on such indebtedness. As of December 31, 2024 , we were no t in a net liability position with any derivative counterparty. As of December 31, 2024 , we were in compliance with these agreements and had not posted any collateral related to these agreements.
8. Fair Value Measurements
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets and accounts payable and accrued expenses are reasonable estimates of fair values because of the short maturities of these instruments. The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):
As of December 31, 2024
Balance Sheet Line Item
Level 1
Level 2
Level 3
Interest rate swaps - Asset
$
—
$
717
$
—
As of December 31, 2023
Balance Sheet Line Item
Level 1
Level 2
Level 3
Interest rate swaps - Asset
$
—
$
1,994
$
—
For our disclosure of debt fair values, we estimated the fair value of our 2016 term loan facility and our 2018 term loan facility based on the variable interest rate and credit spreads (categorized within Level 3 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments included scheduled principal and interest payments. Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible and may not be a prudent management decision.
Nonrecurring fair value measurements
On a quarterly basis we assess the recoverability of the carrying amount of our real estate and related intangibles. In the third quarter of 2022, our assessment resulted in the remeasurement of ICE – Otay, which was written down to its estimated fair value and was classified as Level 3 in the fair value hierarchy. Our estimate of the fair value was based on a combination of a pending offer from a third party to acquire the property and a discounted cash flow analysis. We used two significant unobservable inputs in the various scenarios, which were the cash flow discount rate (ranging from 6.25 %- 9.00 %) and average price per square foot of comparable sales in the market ($ 109.08 -$ 185.90 ). There is no assurance that we will sell ICE – Otay on the terms proposed or at all. The remeasurement resulted in an impairment loss of $ 5.5 million during the year ended December 31, 2022, which is included in "Impairment loss" in our Consolidated Statements of Operations.
No impairment charges were incurred during the years ended December 31, 2024 and 2023.
F- 25
Financial assets and liabilities not measured at fair value
The following table summarizes the aggregate principal outstanding under the Company's indebtedness and the corresponding estimate of fair value as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Financial liabilities
Carrying Amount (1)
Fair Value (2)
Carrying Amount (1)
Fair Value (2)
Revolving credit facility
$
274,550
$
274,550
$
79,000
$
79,000
2016 Term loan facility
$
100,000
$
100,000
$
100,000
$
100,000
2018 Term loan facility
$
174,500
$
174,500
$
200,000
$
200,000
Notes payable
$
900,000
$
825,395
$
700,000
$
607,046
Mortgages payable
$
156,298
$
147,634
$
220,597
$
208,743
(1) The carrying amount consists of principal only.
(2) We deem the fair value measurement of the financial liability instrument a Level 3 measurement.
9. Equity Incentive Plan
On May 17, 2024, the stockholders of the Company approved our 2024 Equity Incentive Plan (the “2024 Plan”), which initially authorized an aggregate of 3,600,000 shares of our common stock for issuance. The 2024 Plan replaced our 2015 Equity Incentive Plan, as last amended on May 9, 2017 (the “Prior Plan”), and upon the effectiveness of the 2024 Plan no awards may be granted under the Prior Plan. Pursuant to the terms of the 2024 Plan, the shares of our common stock underlying any awards that are forfeited, cancelled, or are otherwise terminated (other than by exercise) under the 2024 Plan and Prior Plan are added back to the shares available for issuance under the 2024 Plan. As of December 31, 2024, 3,725,247 shares were available for issuance under the 2024 Plan. No shares of our common stock were authorized or available for issuance under the Prior Plan as of December 31, 2024.
The 2024 Plan is administered by the compensation committee of our board of directors (the “Compensation Committee”) and t he award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, dividend equivalent rights, and other equity-based awards is permitted. Shares tendered or held back for taxes will not be added back to the reserved pool under the 2024 Plan. Upon the exercise of a stock appreciation right that is settled in shares of common stock, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares we reacquire on the open market will not be added back to the reserved pool under the 2024 Plan. Stock options and stock appreciation rights will not be repriced in any manner, nor will any material amendments be made to the 2024 Plan without stockholder approval. The term of the 2024 Plan will expire on May 17, 2034 .
On December 6, 2023, we entered into a Transition and Separation Agreement with William C. Trimble III (the “Separation Agreement”), pursuant to which Mr. Trimble retired from his positions as Chief Executive Officer and President of the Company and as a member of the Company’s board of directors effective December 31, 2023. Pursuant to the terms of the Separation Agreement, Mr. Trimble received a lump sum severance payment of $ 0.4 million and his annual cash bonus for 2023 of $ 1.3 million which was included in compensation expense for the year ended December 31, 2023. In addition, Mr. Trimble’s LTIP Units were treated as follows: (i) all of the LTIP Units subject to only time-based vesting conditions vested as of December 31, 2023; and (ii) all of the LTIP Units subject to both time- and performance-based vesting conditions will remain eligible to be earned and will continue to vest following December 31, 2023, with the number of LTIP Units earned under each award agreement to be calculated as of the end of the applicable performance period set forth in the corresponding award agreement in the same manner as if his retirement had not occurred. On December 6, 2023, we revalued Mr. Trimble’s unvested LTIP units and recognized the fair value of the modified award less compensation cost previously recognized over his remaining requisite service period. We recognized $ 0.4 million and less than $ 0.1 million in compensation expense related to the modification of Mr. Trimble’s service and operational LTIP Unit awards, respectively, for the year ended December 31, 2023. Additionally, we recaptured $ 0.8 million in compensation expense related to the modification of Mr. Trimble’s performance LTIP Unit awards for the year ended December 31, 2023.
Restricted Shares
We award restricted stock to certain members of management and non‑employee directors. Management awards generally vest over a range of one to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Restricted stock awards issued under the 2024 Plan and Prior Plan may not be sold or otherwise transferred until restrictions have lapsed, as established by the Compensation Committee.
We value our non-vested restricted share awards at the grant date fair value, which was the market price of our common stock as of the applicable grant date. We recognized $ 0.4 million, $ 0.6 million and $ 0.6 million in compensation expense, related to restricted common stock awards, for the years ended December 31, 2024, 2023 and 2022, respectively.
F- 26
The fair value of restricted stock that vested was $ 0.4 million during 2024 , $ 0.4 million during 2023 , and $ 1.3 million during 2022, based on the market price at the vesting date. The balance of unamortized restricted stock expense as of December 31, 2024 , was $ 0.6 million, which is expected to be recognized over a weighted‑average period of 1.3 years.
A summary of the status of our restricted shares as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:
Restricted Shares
Restricted Shares Weighted average grant date fair value
Outstanding, December 31, 2021
86,006
$
19.16
Vested
( 71,168
)
18.49
Granted (1)
29,078
18.81
Forfeited
( 2,601
)
21.16
Outstanding, December 31, 2022
41,315
$
19.94
Vested
( 30,987
)
$
19.43
Granted (1)
32,486
14.18
Forfeited
—
—
Outstanding, December 31, 2023
42,814
$
15.94
Vested
( 31,702
)
$
15.52
Granted
68,604
11.95
Forfeited
( 1,145
)
13.54
Outstanding, December 31, 2024
78,571
$
12.66
(1) Reflects the number of restricted shares issued to the grantee as part of the Prior Plan.
LTIP Units
We grant LTIP units to certain members of management and non‑employee directors. Management awards generally vest immediately or over a range of two to four years. Non‑employee director shares vest upon the earlier of the anniversary of the date of the grant or the next annual stockholder meeting, as long as the grantee remains a director or employee on such date. Performance-based LTIP units are earned subject to us achieving certain thresholds, including absolute total shareholder returns, relative total shareholder returns, or operational hurdles through the performance period. Service-based LTIP units are earned over time, subject to continued employment and other terms of the awards.
The following is a summary of our granted LTIP unit awards:
Award
Type
Grant
Date
Performance Period
End Date
Vest Date
Units Granted
Units Vested
Service
January 3, 2022
—
December 31, 2024
110,906
56,858 (1)
Operational Performance
January 3, 2022
December 31, 2024
(2)
80,160
(2)
TSR Performance
January 3, 2022
December 31, 2024
(3)
158,535
(3)
Service
May 11, 2022
—
May 2, 2023
11,238
11,238
2022 LTIP Grant
360,839
Service
January 3, 2023
—
December 31, 2025
219,859
(1)
Operational Performance
January 3, 2023
December 31, 2025
(4)
127,291
(4)
TSR Performance
January 3, 2023
December 31, 2025
(4)
148,633
(4)
Service
March 2, 2023
—
March 2, 2026
3,438
-
Service
May 9, 2023
—
May 9, 2024
16,244
16,244
2023 LTIP Grant
515,465
Service
January 2, 2024
—
December 31, 2026
201,150
Operational Performance
January 2, 2024
December 31, 2026
(4)
116,737
(4)
TSR Performance
January 2, 2024
December 31, 2026
(4)
77,256
(4)
TSR Performance
January 19, 2024
December 31, 2026
(4)
69,419
(4)
Service
June 14, 2024
—
(5)
13,601
(5)
2024 LTIP Grant
478,163
F- 27
(1) 37,392 service-based LTIP units granted on January 3, 2022 and 75,044 service-based LTIP units granted on January 3, 2023 to William C. Trimble, III, our former Chief Executive Officer and President, vested on December 31, 2023 in accordance with the terms of Mr. Trimble's Transition and Separation Agreement with the Company, dated December 6, 2023 .
(2) An aggregate of 41,642 Operational Performance LTIP units were earned as of December 31, 2024 and vested on February 19, 2025 .
(3) Based on the Company's performance through the performance period ending December 31, 2024, no TSR Performance LTIP units were earned.
(4) Operational and TSR performance LTIP units may be earned based on the Company's performance through the performance period ending December 31, 2024, December 31, 2025 or December 31, 2026, as applicable. Subject to the grantee's continued employment, earned awards will vest upon the determination of the number of earned LTIP units following the end of the applicable performance period.
(5) Represents LTIP units granted to our independent directors that will vest on the earlier of the anniversary of the grant date or the 2025 annual meeting of stockholders.
We value our LTIP unit awards that are subject to us achieving certain operational performance conditions at the grant date fair value, which is the market price of our common stock as of the applicable grant date. We value our service-based LTIP unit awards at the grant date fair value, which is the market price of our common stock as of the applicable grant date, discounted by the risk related to the timing of book-up events. For the LTIP unit awards granted that are subject to us achieving certain total shareholder return performance thresholds we used a Monte Carlo Simulation (risk-neutral approach) to determine the number of shares that may be issued pursuant to the award.
The following is a summary of the significant assumptions used to value the total shareholder return performance-based LTIP units:
Year Ended December 31,
2024
2023
2022
Expected volatility
24.0
%
26.0 % - 39.0 %
27.0
%
Dividend yield
6.6 % - 6.7 %
5.6 % - 8.5 %
4.8
%
Risk-free interest rate
4.1 %
4.2 % - 5.2 %
1.0
%
Expected life
3 years
3 years
3 years
The fair value of LTIP units that vested were $ 2.0 million during 2024 , $ 6.9 million during 2023 , and $ 5.5 million during 2022, based on the market price at the vesting date. We recognized $ 2.8 million, $ 5.2 million and $ 5.9 million in compensation expense related to LTIP unit awards, for the years ended December 31, 2024, 2023 and 2022, respectively. The balance of unamortized LTIP expense as of December 31, 2024 was $ 4.6 million, which is expected to be recognized over a weighted‑average period of 1.5 years. As of December 31, 2024, management considers it probable that the operational performance conditions on three of our four unvested grants will be achieved.
A summary of the status of our LTIP units as of December 31, 2024, 2023 and 2022 and changes during the years then ended are presented below:
LTIP Units (1)
LTIP Units Weighted average grant date fair value
Outstanding, December 31, 2021
651,238
$
21.02
Vested
( 115,412
)
18.66
Granted
360,839
17.48
Forfeited
—
—
Outstanding, December 31, 2022
896,665
$
19.90
Vested
( 423,969
)
$
18.73
Granted (2)
857,228
10.54
Forfeited (2)
( 427,115
)
16.23
Outstanding, December 31, 2023
902,809
$
13.30
Vested
( 150,344
)
$
19.48
Granted
478,163
11.24
Forfeited
( 283,513
)
13.48
Outstanding, December 31, 2024
947,115
$
11.22
F- 28
(1) Reflects the number LTIP units issued to the grantee on the grant date which may be different from the number of LTIP units actually earned in the case of performance-based LTIP units.
(2) Modified LTIP Units are treated as forfeited and re-granted at their new fair value.
10. Equity
Offering of Common Stock on a Forward Basis
On August 11, 2021, we completed an underwritten public offering of 6,300,000 shares of common stock offered on a forward basis. In connection with the offering, we also entered into separate forward sale agreements with each of the forward purchasers (the “Forward Sales Agreements”), pursuant to which the forward purchasers borrowed and sold to the underwriters an aggregate of 6,300,000 shares of our common stock. On December 28, 2021, we issued 3,991,000 shares of our common stock for net proceeds of $ 85.0 million, which shares were issued in partial settlement of the Forward Sales Agreements entered into in connection with the underwritten public offering. During the year ended December 31, 2023, we issued 2,309,000 shares of common stock under the Forward Sale Agreements and received net cash proceeds of approximately $ 46.8 million. As of December 31, 2024 and 2023, all shares of common stock under the Forward Sales Agreements had been issued and settled.
Redemption of Common Units to Common Stock
During the year ended December 31, 2022, we issued 204,751 shares of our common stock upon the redemption of 204,751 common units in accordance with the terms of the partnership agreement of the Operating Partnership. During the year ended December 31, 2023, we issued 5,867,740 shares of our common stock upon the redemption of 5,867,740 common units in accordance with the terms of the partnership agreement of the Operating Partnership. During the year ended December 31, 2024 , we issued 1,438,636 shares of our common stock upon the redemption of 1,438,636 common units in accordance with the terms of the partnership agreement of the Operating Partnership.
Dividends and Distributions Paid
A summary of dividends declared by the board of directors per share of common stock and per common unit of our operating partnership at the date of record is as follows:
Quarter
Declaration Date
Record Date
Pay Date
Dividend
Q1 2022
April 27, 2022
May 13, 2022
May 25, 2022
0.265
Q2 2022
July 27, 2022
August 11, 2022
August 23, 2022
0.265
Q3 2022
October 26, 2022
November 11, 2022
November 23, 2022
0.265
Q4 2022
February 22, 2023
March 9, 2023
March 21, 2023
0.265
Q1 2023
April 26, 2023
May 11, 2023
May 23, 2023
0.265
Q2 2023
August 2, 2023
August 17, 2023
August 29, 2023
0.265
Q3 2023
October 26, 2023
November 9, 2023
November 21, 2023
0.265
Q4 2023
February 21, 2024
March 6, 2024
March 18, 2024
0.265
Q1 2024
April 25, 2024
May 9, 2024
May 21, 2024
0.265
Q2 2024
July 17, 2024
August 1, 2024
August 13, 2024
0.265
Q3 2024
October 31, 2024
November 15, 2024
November 27, 2024
0.265
Q4 2024
February 19, 2025
March 5, 2025
March 17, 2025
0.265
Prior to the end of the performance period as set forth in the applicable LTIP unit award, holders of performance-based LTIP units are entitled to receive dividends per LTIP unit equal to 10 % of the dividend paid per common unit of our operating partnership. After the end of the performance period, the number of LTIP units, both vested and unvested, that LTIP award recipients have earned, if any, are entitled to receive dividends in an amount per LTIP unit equal to dividends, both regular and special, payable per common unit of our operating partnership. Holders of LTIP units that are not subject to the attainment of performance goals are entitled to receive dividends per LTIP unit equal to 100 % of the dividend paid per common unit beginning on the grant date.
ATM Programs
We entered into separate equity distribution agreements on each of December 20, 2019 (the “2019 ATM Program”) and June 22, 2021 (the “2021 ATM Program” and, together with the 2019 ATM Program, the “ATM Programs”) with various financial institutions pursuant to which it may issue and sell shares of its common stock having an aggregate offering price of up to $ 300.0 million under each ATM Program from time to time in negotiated transactions or transactions that are deemed to be “at the market”
F- 29
offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under each of the ATM Programs, we may enter into one or more forward transactions (each, a “forward sale transaction”) under separate master forward sale confirmations and related supplemental confirmations with each of the various financial institutions party to the respective ATM Program for the sale of shares of its common stock on a forward basis.
The following table sets forth certain information with respect to issuances, made under the 2019 ATM Program in each fiscal year for the year ended December 31, 2024 (amounts in thousands except share amounts):
2019 ATM Program
For the Year Ended:
Number of Shares Issued (1)
Net Proceeds (1)
December 31, 2022
434,925
$
9,409
December 31, 2023
1,950,000
$
39,279
December 31, 2024
5,491,217
$
71,092
(1) Shares issued by us, which were all issued in settlement of forward sale transactions. As of December 31, 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.
No sales of shares of our common stock were made under the 2021 ATM Program during the year ended December 31, 2024.
We used the net proceeds received from such sales for general corporate purposes. As of December 31, 2024 , we had $ 300.0 million of gross sales of its common stock available under the 2021 ATM Program and $ 15.4 million of gross sales of its common stock available under the 2019 ATM Program.
Share Repurchase Program
On April 28, 2022, our board of directors authorized a share repurchase program whereby we may repurchase up to 4,538,994 shares of its common stock, or approximately 5 % of its 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.
No repurchases of shares of our common stock were made under the share repurchase program during the year ended December 31, 2024.
Contribution of Property for Common Units
On January 25, 2023, the Operating Partnership issued 12,391 common units and fully settled a contingent earn-out liability in connection with our acquisition of FBI / DEA - El Paso on May 26, 2020. The issuance of the common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act.
On May 10, 2022, we acquired NARA – Broomfield for which it issued, as partial consideration, 827,791 common units. The issuance of common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act.
F- 30
11. Earnings Per Share
Basic earnings or loss per share of common stock (“EPS”) is calculated by dividing net income or loss attributable to common stockholders by the weighted average shares of common stock outstanding for the periods presented. Diluted EPS is computed after adjusting the basic EPS computation for the effect of dilutive common equivalent shares outstanding during the periods presented. Unvested restricted shares of common stock and unvested LTIP units are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. The following table sets forth the computation of our basic and diluted earnings per share of common stock for the years ended December 31, 2024, 2023 and 2022 (dollars in thousands, except per share amounts):
For the years ended December 31,
2024
2023
2022
Numerator
Net income
$
20,578
$
21,060
$
35,562
Less: Non-controlling interest in Operating Partnership
( 1,025
)
( 2,256
)
( 4,088
)
Net income available to Easterly Government
Properties, Inc.
19,553
18,804
31,474
Less: Dividends on participating securities
( 554
)
( 599
)
( 546
)
Net income available to common stockholders
$
18,999
$
18,205
$
30,928
Denominator for basic EPS
103,443,951
94,264,166
90,613,966
Dilutive effect of share-based compensation awards
19,548
18,128
19,336
Dilutive effect of LTIP units (1)
295,047
269,685
315,399
Dilutive effect of shares issuable under forward
sales agreements (2)
—
4,076
—
Denominator for diluted EPS
103,758,546
94,556,055
90,948,701
Basic EPS
$
0.18
$
0.19
$
0.34
Diluted EPS
$
0.18
$
0.19
$
0.34
(1) During the years ended December 31, 2024, 2023 and 2022, there were approximately 415,291 , 387,010 and 314,529 unvested performance-based LTIP units, respectively, that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.
(2) During the years ended December 31, 2024 and 2023, there were no shares of underlying unsettled forward sales transactions that were included in the computation of diluted earnings per share because to do so would have been antidilutive for the period. During the year ended December 31, 2022, 4,259,000 shares of underlying unsettled forward sales transactions that were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period.
12. Leases
Lessor
We lease commercial space to the U.S. Government through the GSA or other federal, state and local agencies or nongovernmental tenants. These leases may contain extension options that are predominately at the sole discretion of the tenant. Certain of our leases contain a “soft-term” period of the lease, meaning that the U.S. Government tenant agency has the right to terminate the lease prior to its stated lease end date. While certain of our leases are contractually subject to early termination, we do not believe that our tenant agencies are likely to terminate these leases early given the build-to-suit features at the properties subject to the leases, the weighted average age of these properties based on the date the property was built or renovated-to-suit, where applicable (approximately 19.5 years as of December 31, 2024), the mission-critical focus of the properties subject to the leases and the current level of operations at such properties. Certain lease agreements include variable lease payments that, in the future, will vary based on changes in inflationary measures, real estate tax rates, usage, or share of expenditures of the leased premises.
The following table summarizes the maturity of fixed lease payments under our leases as of December 31, 2024 (amounts in thousands):
Payments due by period
Total
2025
2026
2027
2028
2029
Thereafter
Fixed lease payments
$
2,157,284
253,667
241,166
229,336
208,931
184,217
1,039,967
F- 31
The table below sets forth our composition of lease revenue recognized between fixed and variable components (amounts in thousands):
Years Ended December 31,
2024
2023
2022
Fixed
$
269,141
$
254,017
$
265,126
Variable
20,460
19,889
19,362
Property rental revenue
289,601
273,906
284,488
Information about our leases for our development properties as of December 31, 2024 are set forth in the table below:
Property Name
Location
Tenant
Property
Type
Lease Term
Estimated Leased
Square
Feet
FDA - Atlanta
Atlanta, GA
Food and Drug Administration
L (1)
20 -year
162,000
JUD - Flagstaff
Flagstaff, AZ
Judiciary of the U.S. Government
C (2)
20 -year
50,777
Total
212,777
(1) L=Laboratory
(2) C=Courthouse
Lessee
We lease corporate office space under operating lease arrangements in Washington, D.C. and San Diego, CA. The leases include variable lease payments that, in the future, will vary based on changes in real estate tax rates, usage, or share of expenditures of the leased premises. We have elected not to separate lease and non-lease components for our corporate office leases.
As of December 31, 2024 , the unamortized balances associated with our right-of-use operating lease asset and operating lease liability for our two commenced office leases was $ 2.3 million and $ 2.3 million, respectively. As of December 31, 2023 , the unamortized balance associated with our right-of-use operating lease asset and operating lease liability for our two commenced office leases was $ 3.0 million and $ 3.0 million, respectively. Our right-of-use operating lease asset and operating lease liability were included in “ Prepaid expenses and other assets ” and “Accounts payable, accrued expenses and other liabilities” on the Consolidated Balance Sheets, respectively as of December 31, 2024, and 2023. We used our incremental borrowing rate, which was arrived at utilizing prevailing market rates and the spread on our revolving credit facility, in order to determine the net present value of the minimum lease payments.
The following table provides quantitative information for our commenced operating leases for the year ended December 31, 2024, 2023 and 2022 (amounts in thousands):
Years Ended December 31,
2024
2023
2022
Cash flows from operating lease costs
$
770
$
620
$
624
Other Information
Weighted average remaining lease term (in years)
3.88
4.67
5.62
Weighted average discount rate
3.32
%
3.19
%
3.15
%
F- 32
In addition, the maturity of future minimum lease payments under our commenced corporate office leases as of December 31, 2024 is summarized in the table below (amounts in thousands):
Year ending December 31,
Payments due by period
2025
793
2026
661
2027
368
2028
385
2029
333
Thereafter
—
Total future minimum lease payments
$
2,540
Imputed interest
( 233
)
Total
$
2,307
13. Revenue
The table below sets forth revenue from tenant construction projects disaggregated by tenant agency for the years ended December 31, 2024, 2023, and 2022 (amounts in thousands).
For the year ended December 31,
For the year ended December 31,
For the year ended December 31,
Tenant
2024
2023
2022
Department of Veteran Affairs (“VA”)
$
3,481
$
5,702
$
2,373
Customs and Border Protection (“CBP”)
1,747
293
157
U.S. Joint Staff Command (“JSC”)
655
2,132
948
U.S. Citizenship and Immigration Services (“USCIS”)
294
56
250
Internal Revenue Service (“IRS”)
286
20
37
U.S. Coast Guard (“USCG”)
155
346
182
The Judiciary of the U.S. Government (“JUD”)
153
163
391
Federal Bureau of Investigation (“FBI”)
151
792
1,307
Food and Drug Administration (“FDA”)
124
45
346
Department of Transportation (“DOT”)
34
142
—
Environmental Protection Agency (“EPA”)
34
—
—
General Services Administration - Other
26
39
42
National Weather Service (“NWS”)
25
—
2
Immigration and Customs Enforcement (“ICE”)
20
111
7
Department of Homeland Security (“DHS”)
4
—
—
State of California (“CA”)
3
—
—
Federal Emergency Management Agency (“FEMA”)
—
89
318
Bonneville Power Administration (“BPA”)
—
16
—
National Archives and Records Administration (“NARA”)
—
13
—
Department of Labor (“DOL”)
—
3
—
Occupational Safety and Health Administration (“OSHA”)
—
—
116
National Park Service (“NPS”)
—
—
110
Drug Enforcement Administration (“DEA”)
—
—
40
Federal Aviation Administration (“FAA”)
—
—
29
Patent and Trademark Office (“PTO”)
—
—
14
Health Resources and Services Administration (“HRSA”)
—
—
4
$
7,192
$
9,962
$
6,673
The balance in Accounts receivable related to tenant construction projects and the associated project management income was $ 8.1 million and $ 9.6 million, as of December 31, 2024 and 2023, respectively. The duration of the majority of tenant construction project reimbursement arrangements are less than a year and payment is typically due once a project is complete and work has been
F- 33
accepted by the tenant. There were no projects ongoing as of December 31, 2024 or as of December 31, 2023 with a duration of greater than one year.
During the years ended December 31, 2024, 2023 , and 2022, we also recognized $ 0.5 million, $ 0.5 million, and $ 0.4 million, respectively, in parking garage income generated from the operations of parking garages situated on both the Various GSA – Buffalo property and on the Various GSA - Portland property. The monthly and transient daily parking revenue falls within the scope of ASC Topic 606 Revenue from Contracts with Customers and is accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. As of December 31, 2024 and 2023 , there was less than $ 0.1 million in Accounts receivable attributable to parking garage income.
There were no contract assets or liabilities as of December 31, 2024 and 2023 .
14. Commitments and Contingencies
a) Environmental
As an owner of real estate, we are subject to various environmental laws of federal, state, and local governments. Our compliance with existing laws has not had a material adverse effect on its financial condition and results of operations, and we do not believe it will have a material adverse effect in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on its current properties or on properties that we may acquire.
b) Tax Protection Agreements
Concurrent with the completion of our initial public offering and the related formation transactions, we also entered into a tax protection agreement with Michael P. Ibe, a director and our Vice Chairman and Executive Vice President — Development and Acquisitions, under which we agreed to indemnify Mr. Ibe for any taxes incurred as a result of a taxable sale of the properties contributed by certain entities beneficially owned by Mr. Ibe in the formation transactions for a period of eight years after the closing of the initial public offering and the formation transactions. We also agreed in the tax protection agreement with Mr. Ibe to use the “traditional method” of making allocations under Section 704(c) of the Code for the eight-year period.
In connection with our acquisitions of certain properties in 2021 and 2022 we entered into a tax protection agreement, under which we agreed to indemnify the contributor for any taxes incurred as a result of a taxable sale of such property for a period of four years . We also agreed in the tax protection agreement with the contributor to use the “traditional method” of making allocations under Section 704(c) of the Code for the four-year period.
Letters of Credit
As of each of December 31, 2024 and 2023 , we had $ 0.1 million of standby letters of credit. There were no draws against these letters of credit during the years ended December 31, 2024 or 2023 .
15. Concentration Risk
Concentrations of credit risk arise for us when multiple tenants of the Company are engaged in similar business activities, are located in the same geographic region or have similar economic features that impact in a similar manner their ability to meet contractual obligations, including those to us. We regularly monitor our tenant base to assess potential concentrations of credit risk.
At December 31, 2024, the U.S. Government accounted for 91.1 % of our total leased square feet, state and local government tenants accounted for 3.7 % of our total leased square feet and non-governmental tenants accounted for the remaining 5.2 % of our total leased square feet. At December 31, 2023 , the U.S. Government accounted for 96.0 % of our leased square feet, state and local government tenants accounted for 1.2 % of our total leased square feet and non-governmental tenants accounted for the remaining 2.8 % of our total leased square feet.
At December 31, 2024 , 18 of our 100 wholly-owned and unconsolidated operating properties were located in California, accounting for approximately 14.2 % of our total leased square feet. At December 31, 2023 , 18 of our 90 operating properties were located in California, accounting for approximately 15.7 % of our total leased square feet. To the extent that weak economic or real estate conditions or natural disasters affect California, our business, financial condition and results of operations could be negatively impacted.
F- 34
16. Segment Information
For the years ended December 31, 2024, 2023 and 2022, our operations are reported within one reportable and operating segment in the consolidated financial statements and all of our properties are included within this single reportable and operating segment (the “segment”).
Our CODM includes our Chief Executive Officer and our Chief Financial and Accounting Officer as they are responsible for allocating resources, assessing performance and determining appropriate operating segments.
The CODM assesses performance for the segment and decides how to allocate resources based on net income, which is reported on our Consolidated Statements of Operations as Net Income. The Consolidated Statements of Operations, inclusive of significant expenses, are provided to the CODM for performance assessment. The CODM uses net income to evaluate income generated from our properties when deciding whether to reinvest profits into our assets or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is also used to monitor budgeted versus actual results. The CODM also uses net income in competitive analysis by benchmarking to our competitors. The competitive analysis, along with the monitoring of budgeted versus actual results, is used in assessing performance of the segment and in establishing employee and management compensation.
The measure of segment assets is reported on our Consolidated Balance Sheets as Total Assets. The accounting policies of the segment are the same as those described in our Summary of Significant Accounting Policies.
17. Related Parties
We have reimbursement arrangements with entities controlled by our former Chairman, who was appointed Chief Executive Officer effective January 1, 2024, and Vice Chairman, which provide for reimbursement of costs paid on our behalf, or those we pay on their behalf. For the years ended December 31, 2024, 2023 and 2022, we were responsible for reimbursing costs of $ 0.9 million, $ 0.8 million and $ 0.4 million, respectively, and received reimbursement for costs of $ 0.1 million, less than $ 0.1 million, and less than $ 0.1 million, respectively.
We provide asset management services to properties owned by the JV. For the years ended December 31, 2024, 2023 and 2022 we recognized Asset management fees of $ 2.3 million, $ 2.1 million and $ 1.4 million, respectively, and reimbursement for certain costs that we paid on their behalf of $ 0.5 million, $ 0.3 million and $ 0.1 million, respectively.
As of December 31, 2024, and 2023 , Accounts receivable from related parties was $ 0.3 million and $ 0.2 million, respectively. As of December 31, 2024, and 2023 , Accounts payable, accrued expenses and other liabilities included $ 0.1 million and $ 0.4 million, respectively, owed to related parties.
18. Subsequent Events
For its consolidated financial statements as of December 31, 2024, we evaluated subsequent events as of the filing date of this Annual Report on Form 10-K and noted the following significant events:
On January 2, 2025, we granted an aggregate of 400,920 performance-based LTIP units to members of management pursuant to the 2024 Plan, consisting of (i) 213,430 LTIP units that are subject to us achieving certain total shareholder return performance thresholds (on both an absolute and relative basis) and (ii) 187,490 LTIP units that are subject to us achieving certain operational performance hurdles, in each case through a performance period ending on December 31, 2027. The performance-based LTIP units will vest to the extent earned following the end of the performance period on December 31, 2027. On January 2, 2025, we also granted an aggregate of 323,903 service-based LTIP units to members of management pursuant to the 2024 Plan, which will vest on December 31, 2027. The LTIP units are subject to the grantee’s continued employment and the other terms of the awards.
F- 35
Easterly Government Properties, Inc.
Schedu le III - Real Estate and Accumulated Depreciation
December 31, 2024
(Amounts in thousands)
Initial Cost to Company
Cost amount carried at Close of Period
Location
Type (1)
Encumbrances (2)
Land
Buildings and Improvements
Costs
Capitalized Subsequent to Acquisition (3)
Land
Buildings and Improvements
Total (4)
Accumulated Depreciation (3)(5)
Original Construction Date(s)
(Unaudited)
Date
Acquired
Aberdeen, MS
C
$
—
$
1,147
$
14,044
$
297
$
1,147
$
14,341
$
15,488
$
3,575
2005
6/17/2015
Alameda, CA
L
—
5,438
4,312
70,463
5,438
74,775
80,213
10,000
2019
8/1/2016
Albany, NY
SF
—
1,801
11,544
403
1,801
11,947
13,748
3,107
2004
2/11/2015
Albany, NY
SF
—
1,412
17,128
7,743
1,412
24,871
26,283
4,879
1998
11/22/2016
Albuquerque, NM
SF
—
3,062
28,201
288
3,062
28,489
31,551
8,076
2011
2/17/2016
Albuquerque, NM
O
—
2,905
23,804
61
2,905
23,865
26,770
6,294
2006
2/11/2015
Albuquerque, NM
O
9,690
2,345
28,611
546
2,345
29,157
31,502
10,098
2011
2/11/2015
Anaheim, CA
O
—
7,081
16,346
347
7,081
16,693
23,774
632
1991 / 2020
10/3/2023
Arlington, VA
SF
—
14,350
44,442
6,235
14,350
50,677
65,027
15,066
2009
2/11/2015
Atlanta, GA
SF
—
1,074
10,788
8,193
1,074
18,981
20,055
1,238
2008 / 2023
10/3/2023
Aurora, CO
SF
—
2,661
16,549
15
2,661
16,564
19,225
117
2002
10/10/2024
Bakersfield, CA
SF
—
438
2,253
807
438
3,060
3,498
639
2000
10/16/2018
Beavercreek, OH
SF
—
4,477
11,212
—
4,477
11,212
15,689
91
2012
9/4/2024
Birmingham, AL
SF
—
408
10,853
249
408
11,102
11,510
2,623
2005
7/1/2016
Birmingham, AL
SF
—
755
22,537
3,999
755
26,536
27,291
5,869
2005
7/1/2016
Birmingham, AL
O
—
1,410
17,276
120
1,410
17,396
18,806
3,502
2014
11/9/2018
Broomfield, CO
W
—
4,002
19,253
21
4,002
19,274
23,276
1,273
2012
5/10/2022
Brownsburg, IN
OC
—
1,774
26,300
24
1,774
26,324
28,098
2,084
2021
11/1/2021
Buffalo, NY
O
—
246
80,913
10,531
246
91,444
91,690
17,837
2004
9/13/2018
Cary, NC
O
—
3,942
13,303
—
3,942
13,303
17,245
32
1991
11/27/2024
Cary, NC
O
—
5,413
17,284
—
5,413
17,284
22,697
41
1994
11/27/2024
Cary, NC
O
—
7,026
15,460
—
7,026
15,460
22,486
42
1997
11/27/2024
Charleston, SC
C
—
1,324
21,189
3,540
1,324
24,729
26,053
3,785
1999
10/16/2018
Charleston, WV
O
—
551
13,732
2,010
551
15,742
16,293
3,145
1959 / 2000
9/13/2018
Chico, CA
OC
—
5,183
24,405
56
5,183
24,461
29,644
2,869
2019
4/30/2020
Clarksburg, WV
O
—
108
13,421
1,280
108
14,701
14,809
2,652
1999
9/13/2018
Cleveland, OH
O
—
563
18,559
500
563
19,059
19,622
2,225
1981 / 2021
7/22/2021
Council Bluffs, IA
C
—
791
11,984
—
791
11,984
12,775
987
2021
8/23/2022
Dallas, TX
SF
—
1,005
14,546
3,306
1,005
17,852
18,857
4,472
2001
2/11/2015
Dallas, TX
L
—
2,753
23,848
4,632
2,753
28,480
31,233
6,116
2001
12/1/2015
Dallas, TX
SF
—
740
8,191
802
740
8,993
9,733
1,726
2005
9/13/2018
Del Rio, TX
C
—
210
30,676
1,803
210
32,479
32,689
9,092
1992 / 2004
2/11/2015
Des Plaines, IL
O
—
1,742
9,325
393
1,742
9,718
11,460
1,790
1971 / 1999
9/13/2018
El Centro, CA
C
—
1,084
20,765
1,506
1,084
22,271
23,355
6,296
2004
2/11/2015
El Paso, TX
SF
—
2,430
33,649
5,021
2,430
38,670
41,100
5,736
1998 - 2005
3/26/2020
Fresno, CA
O
—
1,499
68,309
5,566
1,499
73,875
75,374
20,491
2003
2/11/2015
S- 1
Easterly Government Properties, Inc.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(Amounts in thousands)
Initial Cost to Company
Cost amount carried at Close of Period
Location
Type (1)
Encumbrances (2)
Land
Buildings and Improvements
Costs
Capitalized Subsequent to Acquisition (3)
Land
Buildings and Improvements
Total (4)
Accumulated Depreciation (3)(5)
Original Construction Date(s)
(Unaudited)
Date
Acquired
Golden, CO
W
$
—
$
4,080
$
8,933
$
705
$
4,080
$
9,638
$
13,718
$
2,467
1996 / 2011
5/24/2018
Irvine, TX
SF
—
6,736
12,864
—
6,736
12,864
19,600
529
2000 / 2020
4/12/2024
Jackson, TN
C
—
332
24,324
1,557
332
25,881
26,213
2,563
1998
12/24/2020
Kansas City, KS
L
—
828
33,035
2,673
828
35,708
36,536
8,007
2003
7/1/2016
Kansas City, MO
SF
—
645
24,431
122
645
24,553
25,198
2,984
1998 / 2020
5/20/2021
Knoxville, TN
SF
—
2,840
25,775
536
2,840
26,311
29,151
4,222
2010
3/17/2021
Lakewood, CO
O
—
1,521
32,865
1,453
1,521
34,318
35,839
10,678
2004
2/11/2015
Lees Summit, MO
O
—
2,974
90,858
3,123
2,974
93,981
96,955
8,704
1969 / 1999
10/14/2021
Lenexa, KS
O
—
4,367
42,692
982
4,367
43,674
48,041
8,347
2007 / 2012
8/22/2019
Lenexa, KS
L
—
649
3,449
62,485
649
65,934
66,583
7,036
2020
5/27/2017
Lincoln, NE
O
—
2,311
26,328
1,281
2,311
27,609
29,920
8,003
2005
11/12/2015
Little Rock, AR
SF
—
2,278
19,318
855
2,278
20,173
22,451
5,782
2001
2/11/2015
Loma Linda, CA
OC
126,921
12,476
177,357
432
12,476
177,789
190,265
33,784
2016
6/1/2017
Louisville, KY
SF
—
1,005
5,473
170
1,005
5,643
6,648
557
2011
3/17/2021
Louisville, KY
SF
—
1,015
21,885
295
1,015
22,180
23,195
2,404
2011
3/17/2021
Lubbock, TX
W
—
541
972
—
541
972
1,513
328
2013
2/11/2015
Martinsburg, WV
SF
—
1,700
13,294
258
1,700
13,552
15,252
4,006
2007
2/11/2015
Mobile, AL
SF
—
2,045
20,400
8,019
2,045
28,419
30,464
2,263
2001
9/18/2020
Mobile, AL
OC
—
6,311
31,030
185
6,311
31,215
37,526
3,691
2018
4/30/2020
New Orleans, LA
SF
—
664
24,471
915
664
25,386
26,050
3,613
1999 / 2006
5/9/2019
Newport News, VA
C
—
252
14,477
130
252
14,607
14,859
452
2008
10/19/2023
North Charleston, SC
SF
10,544
963
34,987
1,892
963
36,879
37,842
10,082
1994 / 2012
2/11/2015
North Charleston, SC
W
—
918
14,033
32
918
14,065
14,983
1,461
2020
11/3/2020
Ogden, UT
W
—
4,964
11,507
—
4,964
11,507
16,471
32
1996
11/21/2024
Omaha, NE
SF
—
4,635
41,319
1,330
4,635
42,649
47,284
14,313
2009
2/11/2015
Omaha, NE
SF
—
1,517
14,156
518
1,517
14,674
16,191
4,016
2004
5/19/2016
Orange, CT
OC
—
3,098
23,613
37
3,098
23,650
26,748
3,026
2019
11/21/2019
Orlando, FL
SF
—
3,351
11,135
—
3,351
11,135
14,486
179
1996 / 2010
5/7/2024
Orlando, FL
SF
—
3,021
5,098
—
3,021
5,098
8,119
83
2006
5/9/2024
Parkersburg, WV
O
—
365
52,200
1,192
365
53,392
53,757
9,288
2004 / 2006
9/13/2018
Pittsburgh, PA
SF
—
384
24,877
3,501
384
28,378
28,762
5,638
2001
9/13/2018
Pleasanton, CA
L
—
5,765
20,859
373
5,765
21,232
26,997
4,892
2015
10/21/2015
Portland, OR
O
—
4,913
75,794
3,862
4,913
79,656
84,569
13,613
2002
1/31/2019
Richmond, VA
SF
—
3,041
23,931
2,285
3,041
26,216
29,257
6,778
2001
12/7/2015
Riverside, CA
SF
—
1,983
6,755
3,679
1,983
10,434
12,417
2,068
1997
2/11/2015
S- 2
Easterly Government Properties, Inc.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(Amounts in thousands)
Initial Cost to Company
Cost amount carried at Close of Period
Location
Type (1)
Encumbrances (2)
Land
Buildings and Improvements
Costs
Capitalized Subsequent to Acquisition (3)
Land
Buildings and Improvements
Total (4)
Accumulated Depreciation (3)(5)
Original Construction Date(s)
(Unaudited)
Date
Acquired
Sacramento, CA
SF
$
—
$
1,434
$
9,369
$
3,320
$
1,434
$
12,689
$
14,123
$
3,798
2002
2/11/2015
Salt Lake City, UT
SF
—
2,049
79,955
986
2,049
80,941
82,990
16,824
2012
9/28/2017
San Antonio, TX
SF
—
3,745
49,153
2,007
3,745
51,160
54,905
14,919
2007
2/11/2015
San Diego, CA
W
—
3,060
510
914
3,060
1,424
4,484
677
1999
2/11/2015
San Diego, CA
O
—
2,252
12,280
( 7,841
)
1,216
5,475
6,691
532
2001
9/11/2015
San Diego, CA
SF
—
773
2,481
1,036
773
3,517
4,290
1,102
2003
2/11/2015
San Jose, CA
OC
—
10,419
52,750
86
10,419
52,836
63,255
8,547
2018
7/11/2018
Santa Ana, CA
SF
—
6,413
8,635
827
6,413
9,462
15,875
3,190
2004
2/11/2015
Savannah, GA
L
8,431
3,221
10,687
602
3,221
11,289
14,510
3,210
2013
2/11/2015
South Bend, IN
C
—
514
6,590
543
514
7,133
7,647
1,604
1996 / 2011
12/23/2016
South Bend, IN
OC
—
3,954
38,503
441
3,954
38,944
42,898
6,956
2017
11/16/2017
Springfield, IL
SF
—
118
16,629
75
118
16,704
16,822
1,543
2002
4/22/2021
Sterling, VA
L
—
2,556
21,817
13,713
2,556
35,530
38,086
5,135
2001
1/31/2019
Suffolk, VA
SF
—
7,141
61,577
9,353
7,141
70,930
78,071
10,144
1993 / 2004
5/8/2019
Tampa, FL
SF
—
5,002
57,553
1,537
5,002
59,090
64,092
3,860
2005
5/18/2022
Tracy, CA
W
—
2,678
548
29,739
2,678
30,287
32,965
4,716
2018
10/4/2017
Tustin, CA
O
—
8,532
24,279
342
8,532
24,621
33,153
4,128
1979 / 2019
10/22/2019
Upper Marlboro, MD
L
—
5,054
18,301
2,752
5,054
21,054
26,108
3,282
2002
11/15/2018
Vista, CA
L
—
3,998
24,053
2,942
3,998
26,995
30,993
6,631
2002
2/11/2015
Various
Various
—
8,028
15,691
168,823
8,028
184,514
192,542
—
N/A
Various
$
155,586
$
268,579
$
2,290,868
$
477,831
$
267,543
$
2,769,736
$
3,037,279
$
465,184
(1) OC=Outpatient Clinic; SF=Specialized Facility; O=Office; C=Courthouse; L=Laboratory; W=Warehouse.
(2) Includes the unamortized balance of the fair value adjustments.
(3) Includes asset impairments recognized, write-offs of involuntary conversions and write-offs of acquired tenant improvements upon the tenant vacating the space.
(4) Excludes value of real estate intangibles.
(5) Depreciation of real estate property is computed on a straight-line basis over the estimated useful lives of the assets. The estimated lives of our assets range from 5 to 40 years or to the term of the underlying lease .
The aggregate cost and accumulated depreciation for tax purposes was approximately $ 2,855.4 million and $ 504.0 million, respectively.
S- 3
Easterly Government Properties, Inc.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(Amounts in thousands)
Analysis of the carrying amount of real estate properties and accumulated depreciation:
Real Estate Properties
Accumulated Depreciation
Balance at December 31, 2021
2,676,565
277,377
Additions
135,914
69,999
Dispositions
( 198,214
)
( 23,960
)
Real estate impaired (1)
( 7,675
)
( 2,134
)
Balance at December 31, 2022
2,606,590
321,282
Additions
103,630
69,795
Dispositions
—
—
Balance at December 31, 2023
2,710,220
391,077
Additions
329,061
74,107
Dispositions
( 2,002
)
—
Balance at December 31, 2024
3,037,279
465,184
(1) During the quarter ended September 30, 2022, we recognized an impairment loss totaling approximately $ 5.5 million for its ICE – Otay. See Note 3 and Note 8 for additional information.
S- 4
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.