Greetings. Welcome to the Easterly Government Properties Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note that this conference is being recorded. I will now turn the conference over to your host, Lindsay Winterhalter, Vice President of Investor Relations. Please go ahead.

Good morning. Before the call begins, please note the use of forward-looking statements by the Company on this conference call. Statements made on this call may include statements which are not historical facts and are considered forward-looking. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Act Reform of 1995 and is making the statement for the purpose of complying with those safe harbor provisions. Although the Company believes that its plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, it can give no assurance that these plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond the Company’s control, including, without limitation, those contained in Item 1A, Risk Factors of its annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021, and in its other SEC filings, including its Form 10-Q, which we expect will be filed later today, and risk and uncertainties related to the adverse impact of COVID-19 on the U.S., regional and global economies and the potential adverse impact on the financial condition and results of operation of the Company. The Company assumes no option to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, on this conference call, the Company may refer to certain non-GAAP financial measures such as funds from operations, funds from operations as adjusted, and cash available for distribution. You can find a tabular reconciliation of these non-GAAP financial measures to the most comparable current GAAP numbers in the Company’s earnings release and separate supplemental information package on the Investor Relations page of the Company’s website at ir.easterlyreit.com. I would now like to turn the conference call over to Darrell Crate, Chairman of Easterly Government Properties.

Thank you, Lindsay. Good morning, everyone, and thank you for joining us for the third quarter conference call. Today, in addition to Lindsay, I’m also joined by Bill Trimble, the Company’s CEO; and Meghan Baivier, the Company’s CFO and COO. I could not be more pleased with our business progress during the third quarter. We are able to develop all stages of the acquisition pipeline, including identification, negotiation of terms, diligence and closing. With this morning’s announcement, we have exceeded our goal of $300 million in acquisitions for 2021. And as you saw in the release, we increased our guidance for acquisitions to $350 million. This is our second increase to this metric during 2021. And all told, this represents a 75% increase on our original acquisition volume target from one-year ago. In addition, we are very well positioned to achieve our acquisition target range of $200 million to $300 million for 2022. In addition, we materially improved our competitive position and expanded our executable addressable market or bullseye over the medium term with the announcement of the portfolio purchase side by side with an outstanding joint venture partner. As you may recall, years ago, there was a sizable building we were bidding on that was squarely within our bullseye. And while we were highly competitive as a bidder, we lost the auction. Why? We were not able to match the price given the cost of our capital and our speed to close, given our scale relative to our competitors. Unequivocally, the building we lost is one that we should have owned. We also realized that there was a universe of several billion dollars worth of buildings that could trade over the next 15 years where we could find ourselves at a similar disadvantage. It was clear to us that…

Thanks, Darrell, and good morning. Thank you for joining us for our third quarter earnings call. It gives me great pleasure to discuss the specifics of the Company’s most recent acquisition activities. It has been a very productive three months since our last time together. Starting with our activities during the quarter, the acquisitions team continued to add mission-critical bullseye properties with the third quarter acquisition of an approximately 61,000 square-foot Class A facility located in Cleveland, Ohio, that is leased to several key agencies within the U.S. government. This Security Level 3 facility was substantially renovated in 2016 and again in 2021 for the Department of Homeland Security, and largely fulfills important missions such as investigating criminal organizations and terrorist networks. A portion of the property also serves as Cleveland’s National Weather Service forecast office. The U.S. government has invested significant tenant improvements in this building, whose specialized features include a secured entry in parking, a sally port, a backup generator and an uninterrupted power supply battery system, which all support the weighted average potential lease term through June of ‘20 and 2034. Subsequent to quarter-end, Easterly, through its JV, entered into an agreement to acquire a brand-new state-of-the-art 1.2 million square-foot portfolio leased entirely to the Department of Veterans Affairs. With 2 of the 10 assets already acquired, this portfolio is a perfect fit for Easterly and clearly differentiates us and any of our competitors who may seek to build a portfolio in this niche market of VA leased assets. Through this acquisition, the Company is materially reducing the average age of the portfolio while simultaneously extending its weighted average remaining lease term. And with 100% of the portfolio’s annualized lease income backed by the full faith and credit of the U.S. government, Easterly can deliver cash flow…

Thank you, Bill. Good morning, everyone. It gives me great pleasure to post another strong quarter and issue earnings guidance for 2022, demonstrative of our ability to deliver consistent growth to shareholders. Turning to our quarterly results for the third quarter. Net income per share on a fully diluted basis was $0.09. FFO per share on a fully diluted basis was $0.33. FFO as adjusted per share on a fully diluted basis was $0.31. And our cash available for distribution was $26.1 million. As of September 30th, we owned 83 operating properties, comprising approximately 7.5 million square feet of commercial real estate with one additional development project in design, totaling approximately 162,000 square feet. The weighted average age of our portfolio was 13.8 years and the weighted average remaining lease term was 8.9 years, well matched, I’d like to point out, to the weighted average debt maturity of nearly seven years. As Bill pointed out, these metrics are expected to continue improving through the acquisition of the 10-property VA portfolio announced subsequent to quarter end. These metrics are core to our strategy as reflected through the acquisition of young buildings and renewal of existing assets for long lease duration. These actions have also demonstrated the Company’s ability to continue to generate cash flow with strong visibility for years to come. Turning to the balance sheet. At quarter-end, the Company had total indebtedness of approximately $1 billion, with ample capacity on our line of credit for future acquisitions and development-related expenses. As of September 30th, Easterly’s net debt to total enterprise value was 33.2% and its adjusted net debt to annualized quarterly pro forma EBITDA ratio was a low 6.1 times. During the third quarter, Easterly had a number of notable capital markets events. First, the Company upsized its existing senior…

Our first question comes from Emmanuel Korchman with Citi.

Hey. Good morning, everyone. Just thinking about the acquisition guidance for 2022. Could you quantify how much of that is contractual, or at least planned under the JV versus new targeted acquisitions outside of what sort of we already know about?

Sure. So, obviously, as we continue to work on closing the VA portfolio, we are placing that guidance, assuming $50 million of pro rata acquisition volume falls into next year.

So, $50 million of the $200 million to $300 million JV and then $250 million of fresh acquisitions at the $300 million?

Yes.

So, when does the rest of the JV close? Because I was under the impression you haven’t closed that much, and there was only one deal that was slated for 2023. So, what am I missing in terms of volume?

Look, the messaging is that our -- important messaging is that our target is $250 million without that joint venture. And as we know that joint venture was done at levels that are accretive to FFO. But, whether they fall at the tail end of this year or they slide into next year, the messaging is really about deals in addition to that as those will be the primary drivers of FFO growth. Remember, the VA portfolio is accretive to FFO, but really a driver of CAD.

All right. And then, Bill, in your quoted statement in the press release, you talked about a large identified pipeline. If we were to sort of categorize that into single asset deals versus portfolios, are there more portfolios you’re looking at now versus in the past, or is the mix the same? Just give us some more flavor on that identified pipeline?

Yes. I’d say, Manny that -- as we mentioned in previous calls, we are looking at some really interesting portfolios out there, but the timing is never certain. But, I think that, as always, it’s the ones and twos, the ones that we -- the bullseye properties that we’re looking at that gave us the confidence to issue that strong guidance for next year’s pipeline. So, I think, the portfolios would probably be on top of that if that worked out.

Our next question is from Michael Carroll with RBC Capital Markets.

Yes. I just want to go back to Manny’s question real quick. How much of the joint venture do you still have to close? Is it roughly just over $300 million of your share that still needs to be closed within that portfolio?

That’s correct, Mike.

And can you help us understand when will that close? It sounds like a majority of it is going to close in 2022.

Yes. So, what we’ve said, right, is we expect all but the final on a total purchase price, right, to -- of $100 million to fall by the end of the second quarter next year. I think, we don’t encourage you to get caught up as these are development properties in the perfect timing of when they will close. The point is whether they are able to close in the end of this year or at the beginning of next year is that we’re going to do a target of $250 million, in addition to that.

In addition to the JV closing?

Correct.

Yes.

Okay, great.

$50 million is the underlying assumption there.

Yes. I think, we can’t say it enough that our steady business -- I mean, we’ve got a business that’s delivering a dividend yield of 5%, as Meghan said, we’re growing between 3% and 4% a year in FFO, as we’ve demonstrated over the last three years. Our steady-state turn-the-crank business is $200 million to $300 million of acquisitions a year. It’s our belief that the full faith in credit cash flows of the government growing at a steady pace as a very attractive investment proposition. And these portfolios and sort of these one-off value-creating activities, which I think can be many over this next decade, are really in excess of sort of that base core business. And I think it’s so important to realize that the joint venture partner enabled us to go out and buy these portfolios in a way that it is marginally accretive to FFO. It’s very attractive to CAD and what’s most important is that we’re owning these very large, most pristine assets in the U.S. government lease market. And as we continue to dominate and continue to build our competitive advantage relative to others in that space, this enables us to do just that. And I can’t say enough that global investors who are across a broad set of assets see these assets at a sub-5% cap, which is in stark contrast to the overall cap rate that our enterprise is granted in the public markets today.

And then, how do you plan on growing the joint down the right? I’m assuming that there’s other portfolios that you would want to do in the JV. I mean, should we assume that larger...

Billions -- billions of dollars.

So, should we assume that larger portfolio deals could be put in the joint venture and then these one-off smaller transactions will be completed on balance sheet?

Well, no, it’s not really that simple. It’s that there are these large portfolios where we will go to this joint venture partner, and we’ll use the joint venture appropriately. And it’s early days. We think they’re fantastic. I think, they are very astute real estate investors. And I think we have a clear understanding of their objectives and what we can deliver. So, again, our steady-state business is going to be delivering that $200 million to $300 million of acquisitions a year. Having that FFO growth, that is dividend yield 5% with a 3% to 4% growth on top of it. And then, as these very large deals come forward, we couldn’t be more excited to have our joint venture partner work with us to craft the transaction that helps us meet public shareholder -- public REIT shareholder demands for return on capital, while also allowing us to grow our dividends.

Okay. And then, can you talk a little bit about the -- your asset sales? I know you had one small one completed, I guess, post quarter end. I mean, is there a plan to sell the other privately leased properties? And do you -- are you marketing those for sale, or is this one that was just complete? It was just kind of an opportunistic type transaction as someone came out to you and said they wanted to buy it?

Yes. Great question. I think, we’ve said probably since we met you first and we went public that these nongovernment core assets were always available for sale. In this case, it was just a good time to transact that sale and we did. And the answer is absolutely. Those other properties would be viewed as a source of funds for new opportunities going forward. And we’re always looking, if we can execute it at an accretive value for our shareholders, we’ll do it. The operates are terrific, property basically and would be for sale at any moment if we saw the right pricing on it.

Okay. And then, there’s one small asset that’s in there, so I don’t want to put too much stress because it’s super small, but it looks like the lease expires within the next six months. I mean what’s the plan with that specific asset? Like, we are sharing hope?

Yes. I mean, Mike, you’re asking about a net of a lease, but we -- that lease could certainly not get renewed. But, it’s de minimis, not even worth our time on an earnings call, but yes, the small private sector lease in our Charleston asset.

Our next question is from John Kim with BMO Capital Markets.

Thank you. Bill, in your prepared remarks, you talked about a number of renewals that you’ve done on the leasing side. Were those all ‘21 or were some of those ‘22 expirations? And then, can you talk about what the leasing spread was on those renewals?

Thank you, and good morning. I’ll hand that over to Meghan. She’s got it right in front of her.

Yes. Sure. So, obviously, the two, IRS lease and the VA lease in Buffalo, were renewed in the quarter as well as DEA Vista had been in what we call holdover and then the other two were -- one was in 2021 and the other one as well in 2021. So, just those three leases. And John, as we said, we’ve always got renewals that are impacting different years. Some have tenant improvements that we have insight into. Some are developing our insights. So, we’re going to continue to talk about renewals annually as we started last year, and look forward to doing that on our next quarter call.

What was the leasing spread?

Yes. So, John, we talk about leasing spreads within the portfolio on an annual basis. So, we’re going to continue that track record as we come out next quarter.

Okay. So, just at the end of the year, you’re just going to renew what happened during the year?

Exactly.

I know you don’t report same-store NOI, but looking at operating expenses this quarter, it was up 6% sequentially, which was higher than the revenue growth. Is that a good run rate going forward on expenses? And, can you just comment on the inflationary impact on some of those items?

Yes. So, I encourage everyone to remember that the -- we have a tenant reimbursement line item in our revenue that relates to the projects that we will perform for the GSA during the term of the lease. There’s an equal offsetting amount in our property operating expenses, as we obviously finance the project and then the government reimburses us. So, when you’re thinking about operating expenses to truly operate the property, you need to peel out the tenant reimbursement amount from OpEx. And so, if you were to do that, John, I think, you would see very consistent NOI margin year-to-date year-over-year. And look, CPI is obviously something we’re aware of. We have the benefit of our OpEx basis in our leases, which will also grow with CPI, nearing 5% to 6% this year. And so, we feel well insulated.

There’s typically a lag between reimbursements and the OpEx?

No. It’s an annual drop.

Okay. And just a final question for me. What are you expecting as far as cap rates for 2022? I think, part of it is the mix of what you do JV versus on balance sheet. But generally, are you expecting cap rates to continue to trend down?

Yes. I think, it’s sort of a tale of two cities, which when we’re looking at our $250 million outside of the JV, I think we’ll be consistent with what we’ve seen this year. And we’ve seen lots of opportunities ranging for anywhere for sort of a 5, 6 up to north of a 6 cap. And so, that market continues to be robust, and I think we’ll do a great job mining those opportunities. Yes, they’ve come in a little bit this year, but I think also at the same time, if you look at what we purchased this year, for the most part, they’ve been very long-term leases with bullseyes sorts of properties, pointing to that National Weather Service headquarters that we purchased earlier this year. But, there’s also another set of buildings, and Darrell talked about this, that are in the pristine 15, 20-year brand new sorts of facilities. And those properties are trading at 5.25, 5.40 and in some cases, lower. And now we have the opportunity to go ahead and enhance our portfolio of those acquisitions. So, think of sort of, as I mentioned, the tale of two cities, one barely accretive, but doing wonders for our CAD, doing wonders for our metrics and wonders for our overall enterprise value; and the other one, the real driver of growth and FFO

Our next question is with Manny Korchman with Citi.

Hey. I’m going to come back to acquisitions, because I know I’m not the only one confused by this. So, you have $300 million left to close with the JV assets. Your guidance for this year includes another, call it, $25 million to $30 million of acquisitions to close. Your guidance next year includes $50 million to close. So, when did -- when in our model should we include the $200 million to $225 million piece of the JV to close? Is that early ‘23 because it might close by end of ‘22 and you’re being conservative, or am I just completely missing something here?

Yes. So, you’re not missing something other than the real takeaway, which is we’re obviously trying to guide to an appropriate level next year, so people can think about where to build last point, right, where FFO drivers will go versus the assets like we’re doing in the joint venture. So, there’s a base assumption that $50 million of pro rata purchase prices in that amount, if that’s the case. Obviously, the remainder would be in this year. But whether it falls into this year or sneaks into next year and would warrant some different total acquisition volume next year is something that we’re going to continue to telegraph to you all as we do close the other development properties. Timing is never perfect, but I think you’ve got what you need from an earnings perspective to model out next year. Whether something is in December or January, we’ll let you know when we know.

I mean, maybe just to say it again, which is these assets are going to close but for an earnings -- from an earnings driving perspective, the accretion of the assets is what’s consistent with our guidance. So, there -- as these development projects we’re uncertain what will be done this year, next year 2023, it has a marginal effect on FFO. However, there will be a CAD effect, and I think that will be the news that we get as these things do close. I hope that’s helpful.

It is, Darrell. Thank you. And then, in terms of the management fee, is that contractual to this set of assets or to the JV itself? So, if you were to do another deal with the same partner, would that be at the same fee or would that just -- would that be renegotiated based on what you’re buying and structure, et cetera?

I mean, I think, the intent is we did this deal and all parties are happy. So, I think it’s a blueprint for where we go in the future.

Our next question is from Merrill Ross with Compass Point.

Hi. Good morning. A question on the Kansas City Property Summit Tech Center. From the look in the GSA leases, it seems that the government lease is about 67% or two-thirds of that property. So, I’d be interested in what the shadow rating is on the remaining tenants, if any? And what are the characteristics of those private leases? Do they piggyback on the GSA lease essentially? Or I assume there are companies that have some synergies with the…

Good morning, Merrill. Thank you for asking. Those are mostly local hospitals health care organizations, they are not necessarily pigging back with the GSA, but I think they’re wonderful tenants and -- or the expiries way on down the line. So, I think the overall building is absolutely terrific. Obviously, an amazing mission for the federal government portion, and we’re very pleased with the private tenants in the building. And one of the great things is you get bumps with private tenants. So, we’re excited about that. A rare thing for us.

Our next question is with Michael Carroll from RBC Capital Markets.

Yes. Thanks. I guess, Darrell, you’re talking about this, the JV transaction is going to be more accretive to CAD than it is to FFO? I mean, I guess, first, did I hear that correctly? And why is that? Does the GAAP rents -- does that come in later than the cash rents, or how should we think about that?

No. That’s all about young assets with de minimis CapEx requirements, de minimis CapEx requirements. So, while you can -- while you can experience less accretion on the FFO line item, it’s CAD yield that is accretive to our overall average CAD yield.

Okay. So, it’s more related to the CapEx side of things than it relates to anything else?

Yes.

Yes.

It appears that there are no further questions. I would like to now turn the call back over to Darrell Crate for closing remarks.

Thank you, everyone, for joining the Easterly Government Properties third quarter 2021 conference call. We appreciate your time. And we’ll continue to work hard to deliver strong risk-adjusted returns for our shareholders in the year to come. Thanks so much.

This concludes today’s conference, and you may disconnect your lines at this time. Thank you for your participation.