Greetings and welcome to Easterly Government Properties' Third Quarter 2022 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 this conference is being recorded. I will now turn the conference over to your host, Lindsay Winterhalter. Thank you. You may begin.

Good morning. Before the call begins, please note that certain statements made during this conference call may include statements which are not historical facts and are considered forward-looking with the meaning of the Private Securities Litigation Act Reform of 1995. Although the company believes that its expectations as reflected in any forward-looking statements are reasonable, it can give no assurance that these expectations 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 the company's most recent Form 10-K and Form 10-Q filed with the SEC and in its other SEC filings. The company assumes no obligation to update publicly any forward-looking statements. 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 tab -- page of the company's website at ir.easterlyreit.com. I'd now like to turn the conference call over to Darrell Crate, Chairman of Easterly Government Properties.

Great job. Thanks 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. During the quarter, we entered a new phase in the real estate market, rates are rising quickly, how fast is uncertain. The transaction market has slowed and there is a gap between buyer and seller expectations. Cap rates are readjusting. Of course none of this will adversely impact our tenant credit quality, our occupancy or our dividend, having rent that is backed by the full facing credit of the U.S. government, coupled with the managing the portfolio for consistency and stability should uncertainty for our investors, particularly during uncertain times. So, that leaves me to the front-footed question, how can we use this period to enhance our portfolio and add value for our shareholders. First, we are enhancing the institutional quality of our portfolio by disposing of a set of assets that are either in remote locations or with agencies where we do not see an ability to build a defined edge in serving our agency client. These are fine agencies, but at this time, we believe concentrating on what we know best will enhance our ability to add value. Second, we're using the proceeds from the disposition to pay down most of our outstanding floating rate debt. We have been disciplined about terming out our liabilities to match our assets and that favors us in these times of interest rate uncertainty. Third, we're maintaining meaningful liquidity in order to purchase assets that may be owned by landlords experiencing some financial distress. We have found ourselves at a disadvantage relative to developers over the last several years. They have been projects assuming an exit with ever lower cap rates that worked for them longer than we imagined. That is over. Liquidity will start to dry up. Some will need a partner to complete their projects. Not mentioned specifics, but we will be ready should this opportunity present itself. And lastly, we're actively bidding on transactions in a way that reflects the new cap rate environment. I don't imagine that we'll get much done in the next quarter or two, but I do imagine the market will reprice and we will find ourselves with our liquidity ready to acquire additional accretive quality assets. So, we're pleased with how our portfolio is positioned as we look forward and we will continue to execute our business strategy with the intent to deliver safety and stability to our investors. The goal is to deliver an attractive risk adjusted return to our shareholders that's backed by tenants that represent the full faith and credit of the United States government. And with that, I'll turn the call over to Bill to give you insights into the third quarter activities.

Thanks Darrell and good morning. Thank you for joining us for our third quarter earnings call. Starting with acquisitions during the third quarter, Easterly acquired a 28,900 square foot U.S. District Courthouse located in Council Bluffs, Iowa. This Courthouse, a build-to-suite facility that delivered in 2021 is 100% leased to GSA on behalf of the Judiciary for 20-year non-cancelable term that does not expire until 2041. As part of the eighth Judicial Circuit, this property serves the Western Division of the Southern District of Iowa, a district that we created over 140 years ago. This facility located just across the river from our National Park Service and FBI Omaha facilities provide strong geographic efficiencies for our asset management team. And with the enduring mission of the U.S. Judiciary, adding another Courthouse to our portfolio undoubtedly strengthens the overall caliber of Easterly's assets. In addition to the wholly-owned acquisition activity, Easterly for our joint venture, purchased our seven brand new VA facility located in Columbus, Georgia, which is part of our previously announced 10-building VA portfolio. From this, roughly 68,000 square foot facility, the VA is able to provide an enhanced range of services to the approximately 30,000 surrounding veterans that reside close to the Georgia, Alabama state line. Like nearly all of the properties in this VA portfolio, VA Columbus sits on a brand new 20-year lease that does not expire until 2042. We continue to expect the remainder of the assets in the VA portfolio to deliver as planned and we expect the JV to close on a total of approximately $145 million of this portfolio in 2022. We are maintaining an active presence in the acquisition market. But with careful consideration for the changing backdrop and rising cost of capital, we acknowledge this is a moment where the…

Thank you Bill. Good morning, everyone. At a time when the market is bringing company's balance sheets into greater focus due in part to rising interest rates, I am pleased with the strength of our portfolio and the actions we've taken to recycle capital, enhance our leverage profile, and position ourselves for opportunities to come. As of September 30th, we own 95 operating properties, comprising approximately 9.1 million leased square feet either wholly-owned or through our joint venture with a weighted average age of 14 years, and a weighted average remaining lease term of 10.1 years. Pro forma for this morning's disposition announcement portfolio metrics look even stronger, with a revised portfolio size of 85 operating properties and 8.4 million leased square feet, either wholly-owned or through our joint venture, our new weighted average remaining lease term is enhanced to 10.3 years and reflects the company's bullseye investment thesis. At quarter end, the company had total indebtedness of approximately $1.4 billion representing a net debt to annualized quarterly pro forma EBITDA ratio of 7.4 times with approximately $177.8 million outstanding on our line of credit. In total, this represents just over 14% variable rate debt for the company. With the completed sale of the 10 property disposition portfolios subsequent to quarter end, we expect net proceeds will be used to pay down outstanding debt obligations, taking Easterly's adjusted net debt to annualized quarterly pro forma EBITDA ratio down to 6.9 times as of September 30th. Furthermore, we will have extinguished a mortgage with a rate well above the company's weighted average at MEPCOM, Jacksonville. We will have reduced the company's floating rate exposure from 14.1% to 1.3% of all outstanding debt obligations; improved the company's weighted average interest rate by eight basis points; lengthened the weighted average maturity of outstanding…

Thank you. At this time, we will be conducting a question-and-answer session. Our first question comes from the line of Michael Griffin with Citi. Please proceed with your question.

Thanks. Maybe going back to the guidance comment. Just seeing if you run rate 4Q expectations through to 2023, it would imply a deceleration I guess relative to 2022. Meghan, I know you just talked about how you didn't provide guidance for 2023, but I mean, is this how we should be thinking about it with the framework kind of going into it? And any additional color or commentary you could provide here review would be great.

Sure. So, with regard to this year's guidance, really the shift is due in equal parts to interest and deal volume, as well as the run rate dilution from the disposition for a portion -- a large portion of the fourth quarter. So, yes, as we go into 2023, considering the run rate affected disposition and the forward curve would be the primary two drivers of how we how we start off looking at 2023.

Okay, cool. That’s -- sorry.

So, we'll issue formal guidance in February.

Got you, that's -- appreciate the color on that. And then maybe back to dispositions, it didn't seem to me that you necessarily needed to be a forced seller in a market like this. And I understand correctly, kind of assessing the flooding debt side of things. But the back of my math showed about a low sevens dispo cap rate, kind of, compared to where you're trading at on an implied cap of call it about a mid-6s. So, I guess kind of piggybacking on that, maybe gives more clarity around why this transaction was kind of right at this time? And any anything else you can provide there that would be helpful?

Yes, good morning. I think the first thing to realize is that while we love all of our buildings, we have a broad range of different missions, different geographies, different sizes, and -- within our portfolio, and I think it's sure you noted, when you saw the buildings we sold, which we like, many of them were located in remote regions that were difficult for our asset management team to really dig into. Secondarily, they're mostly in the sort of the 30,000 to 40,000 square foot size. So, really not a scale for our company. But most importantly, I think, is that they weren't part of our bullseye strategy and that's important. I think that it's very important that we concentrate on agencies we know, the judiciary, we've talked about those Homeland Security agencies that have been terrific parts of our portfolio. And so we really tried to construct a great portfolio to move on, there's a very educated buyer on the other side of this portfolio. But I also think that there's another factor at play right now, as we saw cap rates compressing at a incredible rate from last November until basically March of last year, basically, from the sixes down to the low fives during that period of time, and everything got compressed, I mean, the good stuff, the okay stuff, and even the bad stuff, which obviously, we were not interested in, were really moving down as you saw a lot of appetite in this particular sector. Now, what we're seeing is more of a return to what we've enjoyed for the last 10 years, which is there's different pricing, there's a broader spectrum, whether you have most of our buildings will be laboratories FBIs, think federal courthouses, they're going to trade at a lower cap rate. But the plain vanilla sorts of buildings, which I think the government is always going to need, are beginning to gas out on that. And that’s why I think, this would be -- these buildings are reflective of good buildings, but they're not reflective of our core portfolio. Meghan, anything to add?

I guess I would just also say, as you look at these times of uncertainty, we want to position ourselves to have liquidity. And while we think that the price for building was a good transaction, having that liquidity for the opportunities that are coming as we looked at 2023, of course, we're uncertain on the timing of those opportunities. But those opportunities are ahead of us and we just want to be very well-positioned to see them.

And it's a low seven dispo cap rate, is that right around in the right ballpark, give or take?

That is. Yes.

Okay, great. Thanks so much, guys. Appreciate it. Thanks. That’s it for me.

Our next question comes from the line of John Kim with BMO Capital Markets. Please proceed with your question.

Thank you. It seems like you've had more of a refined strategy on what your bullseye target is. And there's been some cap rate compression on that in recent months until recently. But just given your cost of capital and interest rate environment, it's not really conducive for acquisition. What is your strategy on achieving earnings growth, is that really on the back burner for now?

Yes, I think we would not necessarily agree with the premise that there isn't an opportunity for this market to normalize and our cost of capital to be in line with where that market is normalizing and our ability to go back and do what we've done for eight years and acquire it accretively to drive external growth, John.

I think John, more affirmatively, which is that's -- that is what is going to happen, is it going to take a quarter, two quarters, three quarters? We don't know. But that is -- it's very clear what the future holds and that's why we're positioning ourselves in a way that we can take advantage of it.

I thought Bill mentioned earlier that the plain vanilla assets is where you can see some corporate expansion, that's where you could get some creative acquisitions to be pursued that route, but it doesn't seem like they call in that way.

No, I think, we are not going in that direction. And I think most of the acquisitions that you see in that area for us have been part of a portfolio and so we've always been John bullseye, bullseye, bullseye, I think the animal how many times appears in speech every time, but we really like to drive to that. And there's been questions have asked, I think one note came out asking about occupancy or when is the government going to get back? The government has been in our buildings the entire time, which I'd like to point out to folks and they have important missions. But I think the world is changing. At some point. I can't forecast what's going to happen 15 years from now, or 10 years from now, but we do know that the FBI, the laboratories, the courthouses are going to continue to be occupied and extremely valuable, and in -- more important, very expensive and difficult to replace. So, that's the area that we're going to spend our time in and it just seemed a natural moment to also close some liquidities in the -- for the balance sheet.

On the rising operating expense this quarter, I realized something that's probably weather-related. But I was wondering if you had that figure on a same-store basis? And how you feel about managing those costs into 2023?

Can you repeat the first half of the question, John, what about -- on same-store basis quarter-over-quarter?

Yes, I mean, the OpEx you have on the total portfolio basis, but I was wondering if you had that same-property basis?

Yes. So, in the quarter, same-store NOI quarter-over-quarter due to that spike in utilities in August, which we by the way, have seen moderate in September, really, fully offset the contribution of the deals we had done in the second quarter and the annualization, so $1.3 million -- offsetting $1.3 million and then obviously, the rising interest rates, netted the about $0.01 quarter-over-quarter FFO decline.

Do expect inflationary pressures next year keeping that expense number elevated?

I mean, I think we all appreciate the inflationary environment we're in, but over time, our leases reiterate do provide for that inflation protection. They may not be able to insulate for a one month spike, such as we had happened in August, but over the arc of time, our base is well matched to our expenses, and we are effectively keeping OpEx growth inside of current inflation levels.

That's great. Thank you.

And our next question comes from the line of Michael Carroll with RBC. Please proceed with your question.

Yes. Thanks Meghan. Just staying on the OpEx I guess question that John was asking about. It looks like OpEx was up about $2.6 million sequentially. But your recoveries roughly about $700,000? I mean was that difference just really driven by the seasonal nature of August or is that going to continue going forward?

So, Mike, remember the tenant reimbursements line item you see in our financials is not the OpEx space reimbursement, that is embedded in rental income, that's related to those interim tenant improvement projects that we perform on behalf of the government. So, nevertheless, to get your question, we are, excuse me, same-store OpEx growth this year is sub-8% and we do expect to be able to -- as I said in my prior comment, continue to effectively hedge that with our base.

So, I mean, it looks like what total revenues were up about $1.4 million, so there's still a pretty big gap between what was increased and OpEx, I'm assuming that is just driven by the seasonal nature of it and as we move forward into 4Q or 1Q, you're going to be able to kind of -- that OpEx increase is not going to be as significant. So, you should see some benefits of that going in the four quarters. Is that correct?

Yes. So, again, just to keep the details tight, here we -- our same-store NOI quarter-over-quarter did decline $1.3 million do nearly entirely by the utility spiking, right? We do expect that to revert as we move into the fourth quarter.

Okay. And then just related to the asset sales, I guess, did you change your definition of bullseye property, I was surprised that you had so many non-bullseye properties within your portfolio. I mean, I guess outside of these sales, how many of you have left that you would consider a selling and that you don't want in your portfolio? It doesn't fit your criteria?

Well, I think we feel good where we are now. Obviously, we had a renewables of our largest plain vanilla assets are very sensitive terms in the last few years, as in 15 year terms. So, this really would cover most of those assets that we were put into that category. But we've always, as I said human to the same, same discipline and we always have said that we want to concentrate on those builders who have mission-critical bullseye properties and that's what you're going to see as buy and that's what you're going to -- I think if you see sales in the future for any reasons, they will probably be in the plain vanilla category.

Would you consider these assets plain vanilla or would you consider them just non-bullseye properties?

Non-bullseye -- well, I think we think we really consider the same thing to tell you the truth. I mean, bullseye isn't like -- isn't a binary thing. So, there's some that are closer to the edge than others. And this was an opportunity to kind of trim along the edge of bullseye properties. And as we said, concentrate on a couple of agencies where we really can have a defined edge, competitive advantage and serving the client. And again, in times of adversity, it's time to kind of trim it in a little bit, make sure we're focused on, what we do our very best create liquidity for the opportunities that are coming. And it's in the context of all of that, that the actions of the last -- really three months and six months have been taking place.

Okay, so then the non-bullseye properties are plain vanilla properties that you still have in the portfolios led probably with the IRS building in Fresno, some other Social Security buildings that you're happy with -- you're happy with those because the lease term?

Yes, we're very happy with those the lease term. And I think you probably know that the IRS just got a $80 million check. And that's -- front of it. And, by the way, I'll remind everybody in the call is the last place you ever want to get a call from because they're in charge of national compliance. But yes, that would be an example of a plain vanilla sort of property.

Okay, great. Thank you.

Thanks.

Our next question comes from the line of Michael Lewis with Truist. Please proceed with your question.

Thanks. This is good timing, because I wanted to follow-up on Mike Carroll's question. I had some of the same thoughts. When I looked at the portfolio of 10 properties, one of these is an SBA 81,000 square feet in College Park, Maryland. One of them is a VA, 30,000 square feet in Baton Rouge, one of them is leased to IAS 25,000 square feet in Pittsburgh. And so I think those are probably bullseye agencies. And I'm just wondering, like, how this portfolio came together was -- did you market this and found a buyer? Or did you negotiate with the buyer, what properties were in the portfolio and which ones were out? I'm just kind of curious how it came together?

Yes. Mike, it was a well-considered well-compiled portfolio, and it was competitively put into the market. We had a lot of interest from named competitors, we speak out regularly and feel very good that, that we found a very efficient fair value perspective on the portfolio.

Okay. So, you didn't swap properties in and out?

No, we didn't. No, we did not.

Okay, and then on the guidance, does it assume that all of the sales proceeds are used to repay debt? And as part of that, I'm wondering what debt can you get? And at what cost? Because you don't have any maturity for the next 12 months, and there was only $6 million of debt on the portfolio.

Yes, that's right, Mike. It is our plan to pay down our line with proceeds. We obviously had $177 million outstanding at the end of the quarter. And when you look through to the end of the year and the closing of the 10th property, also with the consideration of completing our VA portfolio acquisition target, that does nudge you $50 million on the revolver. So, adequate capacity there. And should we need it, a lot of continued for following us in finance secured markets.

Okay, that makes sense. And then, just lastly, for me again, I guess, another guidance question. So, you lowered the guidance for this year by $0.08 and I think you mentioned half of that related to the lower acquisitions and capital markets and then half on the dispositions. When I look at the dispositions, right only two months' impacts and you're going to be -- and that's before you even redeploy the proceeds is probably about -- before you

Sorry if you make sure that -- is roughly $0.04 due to the due to rates, $0.03 on wholly-owned transactions that are not -- are no longer in our guidance and just about $0.01 for the disposition impact.

Okay, I missed that. Yes, that answers my question. Perfect. All right. Thank you.

No problem. Thank you.

And we have reached the end of the question-and-answer session. I'll now turn the call back over to Darrell W. Crate for closing remarks.

Great. Thank you, everyone and thanks for joining the Easterly Government Properties third quarter 2022 conference call. We hope this call has been helpful and we look forward to speaking to you all again soon.

And this does conclude today's conference and you may disconnect your lines at this time.