Investor Presentation September 2015

Transcription

1 Investor Presentation September 2015

2 Disclaimer This presentation has been prepared by Easterly Government Properties, Inc. (the Company ). This presentation is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or that would require any registration or licensing within such jurisdiction. Persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions. In considering any performance information contained herein, you should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that any entity referenced herein will achieve comparable results or that illustrative returns, if any, will be met. Statements in this presentation are made as of the date of this presentation unless stated otherwise, and the delivery of this presentation at any time shall under no circumstances create an implication that the information contained herein is correct as of any time after such date. The Company does not undertake to update or revise any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except that may be otherwise required by law. This presentation contains statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements. Actual outcomes and results could differ materially from those forecasts due to the impact of many factors, of which many are beyond the control of the Company. The words believe expect, anticipate, intend, plan, estimate, aim, forecast, project, will, may, might, should, could and similar expressions (or their negative) identify certain of these forward-looking statements. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth, including property acquisitions; liquidity and capital resources; the government's demand for leased property; economic outlook and industry trends, including capitalization rates; and the strength and competency of competitors. The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management s examination of historical operating trends, data contained in the Company s records and other data available from third parties. These assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond its control. The Company may not achieve or accomplish these expectations, beliefs or projections. In addition, important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of profitability, changes in the U.S. government's demand for leased versus owned property, changes in the aggregate size of the U.S. government and its agencies, and the impact of general business and economic conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. This presentation includes certain non-gaap financial measures, including Net Operating Income ( NOI ), EBITDA, and FFO, as Adjusted ( AFFO ). These non-gaap financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. In addition, note that non-gaap financial measures presented in this presentation are pro forma for the impact of one-time, non-recurring expenses related to the Company s initial public offering. Reconciliations of these non-gaap financial measures to the most comparable GAAP metric can be found in our most recent Supplemental Information Package available on our website and included as exhibit 99.2 to our 8-K dated 08/06/2015. This presentation also contains market statistics and industry data that are subject to uncertainty and are not necessarily reflective of market conditions. Although the Company believes that these statistics and data are reasonable, they have been derived from third party sources and have not been independently verified by the Company. The Company makes no representation as to the accuracy of any third party data presented herein, including comparable company information that is taken or derived from public filings or releases. 2

3 Investment Highlights Differentiated Focus on Mission-Critical U.S. Government Agencies High Quality Portfolio of GSA-Leased Assets Enhanced Cash Flow Stability from U.S. Government Tenants Proven Acquisition Platform with Identified Pipeline Extensive Development Experience Growth-Oriented Capital Structure Experienced and Aligned Management Team with Deep GSA Expertise 3

4 Experienced Management Team and Board Management Team Board of Directors Name / Position Experience Name / Position Experience William Trimble, III Chief Executive Officer & President Meghan Baivier EVP & Chief Operating Officer Alison Bernard EVP & Chief Financial Officer Co-Founded Easterly Partners in 2011 Former COO of PRP, an investment firm focused on GSA-leased properties Over 25 years of investment management experience Appointed COO of Easterly in 2015 Previously with Citigroup s Real Estate and Lodging Investment Banking group Joined Easterly Capital as CFO in 2011 and appointed CFO of Easterly Partners in 2012 Previously with Summit Partners and PricewaterhouseCoopers Darrell Crate Chairman Michael Ibe Vice Chairman William Trimble, III Director William Binnie Director Co-Founded Easterly Partners in years of institutional investment experience Former CFO of Affiliated Managers Group (NYSE: AMG) from EVP Development & Acquisitions Chief Executive Officer & President CEO & President of Carlisle Capital Corporation Founder, Former Chairman & CEO of Carlisle Plastics Michael Ibe EVP Development & Acquisitions Ron Kendall SVP Government Relations Founder of Western Devcon, a leading owner and developer of GSA assets Development expertise in build-to-suit properties for the GSA Over 30 years of development and construction management experience Over 32 years of federal real estate experience Former Federal Executive, worked in senior management positions in all 3 Branches, including 26 years with GSA Cynthia Fisher Director Emil Henry, Jr. Director James Mead Director Co-Founder and Managing Director of WaterRev Co-Founder, former President and Director of ViaCell (formerly NASDAQ: VIAC) Director, The Boston Beer Co. (NYSE: SAM) Founder and CEO of Tiger Infrastructure Former Assistant Secretary of the Treasury Director, StoneCastle Financial (NASDAQ: BANX) Former CFO of SL Green Realty (NYSE: SLG) Former CFO of Strategic Hotels & Resorts (NYSE: BEE) Senior management owns approx. 18% of Easterly Government Properties (1) (1) On a fully-diluted basis, assuming all OP units are converted to REIT shares. 4

5 Focus on Mission-Critical U.S. Government Agencies Easterly underwrites the agency and the importance of the building within the hierarchy of the agency Agency Selection Target U.S. Government agencies with enduring missions Growing federal agencies Subject of increased priority Security related Target Market Major federal buildings of Class A construction At least 85% leased to a single U.S. Government tenant In excess of 40,000 RSF with expansion potential Additional Criteria U.S. Federal Leases 550 Million RSF (55,000 Locations) GSA Inventory 195 Million RSF (8,400 Leases; 7,000 Locations) Properties > 40,000 RSF 125 Million RSF (1,050 Leases; 950 Locations) TARGET MARKET Single Tenant Leased 70 Million RSF (500 Leases & Locations) In strategic locations to facilitate the tenant agency's mission Less than 20 years old, when considering acquisitions Minimum lease term of ten years, when considering development projects Specialized build-to-suit features Focused on environmental sustainability 5

6 High Quality Portfolio of GSA-Leased Assets Portfolio Snapshot Geographic Footprint Number of Properties 31 GSA Regions Total Rentable Square Feet 2.2 million Weighted Average Age 10.9 years Region 10 Region 10 Region 8 Region 2 Region 3 Region 1 % Leased 100.0% Region 9 Region 9 Region 6 Region 5 Region 3 Region 11 Region 11 Weighted Average Lease Term (1) 7.6 years Region 4 Region 4 Ann. Lease Income / Leased SF (2) $31.96 Region 10 Region 7 Region 7 Average Building Size 72.6k square feet Region 9 Property Type (3) Office (79%) Courthouse / Office (10%) Lab (7%) Other (4%) (4) 1. New England 2. Northeast & Caribbean 3. Mid-Atlantic 4. Southeast Sunbelt 5. Great Lakes 6. The Heartland 7. Greater Southwest 8. Rocky Mountain 9. Pacific Rim 10. Northwest / Arctic 11. National Capital Note: Data as of 6/30/15 (1) Weighted average based on rentable square feet. Lease term does not include renewal options. (2) Weighted average based on annualized contractual base rent for the month of June 2015, plus the annualized straight line rent adjustments and the annualized expense reimbursements earned by Easterly for the same month. (3) Based on annualized lease income. (4) Includes Warehouse / Distribution (3%) and Manufacturing (1%). 6

7 Mission-Critical U.S. Government Tenants Portfolio is 96% leased to the U.S. Government with 61% leased to security-related agencies Tenant Summary Budget Growth of Tenant Agencies ( ) (2) Tenant Number of Properties Number of Leases % of Total Annualized Lease Income US Government Tenants Drug Enforcement Agency (1) % Federal Bureau of Investigation % Internal Revenue Service % Administrative Office of the U.S. Courts % U.S. Patent and Trademark Office % Bureau of Customs and Border Protection (1) % U.S. Forest Service % Department of Transportation % U.S. Immigration and Customs Enforcement % U.S. Military Entrance Processing Command % Department of Energy % U.S. Coast Guard % Social Security Administration % PTO CBP FBI MEPCOM ICE SSA USCG (3) 42% 39% 35% 30% 64% 99% 109% Subtotal % DEA 25% Private Tenants Parbel of Florida (L'Oreal Subsidiary) % United Technologies / P&W % LifePoint, Inc % Lummus Corporation % AOC DOT DOE 24% 19% 15% Subtotal % Total / Weighted Average % Represents security-related U.S. Government agencies IRS USFS -4% 7% Note: Portfolio data as of 6/30/15 (1) The DEA-Otay property is primarily occupied by the DEA. However, ICE occupies approximately 18% of the total leased square footage of the property. The percentage of leased square feet and total annualized lease income have been adjusted accordingly. (2) Reflects growth in total enacted budget authority for each agency as reported by the respective agency. (3) Represents spending authority from receipts. 7

8 Growth & Income Investment Opportunity Stable Cash Flows Capacity for Growth Projected NTM Dividend Yield (2) Strong tenant credit quality (full faith and credit) Limited near term lease roll High historical renewal rates for similar properties in our target market ~ $470 million of aggregate contractual rent due from the U.S. Government (1) Low leverage $400 million unsecured revolver $367 million available capacity OP units are attractive currency for strategic transactions Tracking an estimated $700 + million of properties Actively evaluating ~$200 million 5.3% expected dividend yield $0.84 annualized dividend per share Compelling risk-adjusted return profile (1) Represents aggregate minimum base rent over the life of all U.S. Government leases. Contractual base rent due would be approximately $495 million when including rent owed from private commercial tenants. Includes soft-term lease period, does not include amounts to be received as tenant reimbursements, straight-line rent adjustments, or other income. (2) Based on 6/30/15 closing price of $15.92/share and $0.84/share annual dividend 8

9 Sources of Growth Internal Growth Lease renewal spreads CPI-based reimbursement of operating expense increases Value enhancing asset management External Growth Acquisitions Source attractive acquisition opportunities through senior management s extensive network of relationships and knowledge of GSA sector Acquire properties that are essential to the mission of select U.S. Government agencies Development Pursue GSA build-to-suit opportunities that meet our investment criteria, with no speculative development risk Leverage the reputation and expertise of senior management throughout the GSA procurement process 9

10 Rentable Square Feet (Thousands) Long Term Leases with Limited Near Term Rollover Only 6% of rentable square feet rolls in the next three years (1) 6,000 5, % 18.4% 4, % 3, % 10.5% 2,000 1, % 3.9% 3.6% 4.7% 4.9% 0 0.5% 0.7% Thereafter Note: All data as of 6/30/15 (1) The year of lease expirations is pursuant to current contract terms. Some tenants have the right to vacate their space during a specified period, or soft term, before the stated terms of their leases expire. 10

11 Best-in-Class Operating Metrics % Leased (1) Annualized Lease Income per Leased SF (2) 100% 96% 92% 88% 100% 94% 94% 93% 93% Avg: 92% 92% 89% $35.00 $32.50 $30.00 $27.50 $25.00 $31.96 $31.89 $30.11 $29.63 Avg: $26.99 $23.88 $23.38 $ % $ % DEA BDN GOV OFC HIW PKY PDM $20.00 DEA PDM PKY OFC GOV HIW BDN Average Age (3) % of Leases Expiring (4) 30 yrs 25 yrs 20 yrs 15 yrs 10 yrs 5 yrs Avg: 22 years % 30% 20% 10% Avg: 23% 13% 6% 22% 24% 26% 27% 28% 0 yrs DEA OFC HIW PKY BDN GOV PDM 0% DEA PDM GOV BDN PKY HIW OFC (1) Data as of 6/30/15 (2) Based on 6/30/15 annualized GAAP rent and total portfolio RSF (3) As of 6/30/15, Weighted by square feet. (4) Based on occupied square feet, data as of 6/30/15 11

12 Enhanced Cash Flow Stability from U.S. Government Tenants GSA leases are backed by the full faith and credit of the U.S. Government Strong Tenant Credit Quality Approx. 96% of annualized lease income from the U.S. Government GSA has never financially defaulted on a lease throughout its history Not subject to direct federal appropriations Attractive Long Term Lease Structures Long term initial lease structures (typically 10 to 20 years) U.S. Government 96% Tenant Credit Rating (3) Private Tenants 3% Private Tenants 1% Aaa / AA+ Other IG Not Rated Renewal terms typically 5 to 10 years CPI-based reimbursement of operating expense increases GSA generally pays all property tax increases Target Market Lease Renewal Spreads (2) High Renewal Rates Historic renewal rates of approximately 93% to 95% (1) Renewal spreads have historically ranged from 17.7% to 26.1% (2) 17.7% 26.1% Original Lease: years Original Lease: > 15 years Source: GSA (1) Based on properties that are greater than 50,000 rentable square feet and are 100% leased to the U.S. Government. (2) Represents the change in rent / SF for leases on properties in the Company s target market that were renewed once between January 2006 and September (3) Based on total annualized lease income. 12

13 Square Feet (in thousands) Attractive Market Opportunity The U.S. Government is the largest employer in the world and the largest office tenant in the U.S. Favorable Market Dynamics Average age of the U.S. Government s owned properties is approximately 47 years GSA-leased inventory has grown 29.1% since 1998 (as compared to a 1.3% decline for GSA-owned), and the GSA now rents more than it owns Favorable Demand Dynamics GSA-Leased Inventory has Grown Faster than GSA-Owned Inventory Growth 250 since % (1.3%) Given recent federal budget constraints, we believe it is likely that the U.S. Government will continue to grow its leased portfolio of assets Fragmented Market The ten largest owners of GSA-leased assets own approximately 15% in aggregate, with no single landlord owning more than 3% (1) '69 '74 '79 '84 '89 '94 '99 '04 '09 '14 Total GSA Leased RSF Total GSA Owned RSF Top 10 Owners of GSA-leased Real Estate (1) No national broker or clearing house for GSA-leased properties (in thousands) RSF % Market Ownership High Barriers to Entry Knowledge of GSA procurement process, protocols and culture Understanding of mission and hierarchy of tenant agencies Proven experience in acquiring, developing and managing GSA properties Access to capital Source: GSA (1) By RSF as of October Based on Colliers International Top GSA Property Owners (2014 Edition). (2) Does not include the acquisition of 115,650 RSF DOE Lakewood, 46,979 RSF AOC - Aberdeen Government Properties Trust 6, % The JBG Companies 4, % Vornado Realty Trust 3, % UrbanAmerica Advisors 2, % NGP V LLC 2, % LCOR 2, % Saban Capital Group 2, % Boston Properties 1, % Space Center, Inc. 1, % Easterly Government Properties (2) 1, % Top 10 Owners 29, % Total GSA-Leased RSF 197, % 13

14 Value Enhancing Asset Management AOC Del Rio Portfolio Operating Efficiencies Keep an open dialogue with tenant agencies to maintain asset quality and improve operating efficiencies Property Upgrades Value Enhancement Through Sustainability Actively work with agencies on the construction of specialized design enhancements that enable them to achieve the objectives of their mission Highly tailored build-outs substantially increase the likelihood of long-term lease renewals Implement energy efficiency programs, which reduce operating costs and help the U.S. Government achieve its energy conservation and efficiency goals Easterly owns ten LEED ( Leadership in Energy & Environmental Design ) certified buildings The Del Rio Federal Courthouse resides within the Western District of Texas, which has the fourth highest case load per judgeship in the U.S. The facility is located on the border with Mexico and focuses on illegal immigration issues and drug offenses In collaboration with the U.S. Marshals Service, Easterly developed a plan to construct a multi-million dollar sally port and enhanced elevator bank This design enhancement will significantly increase the capacity and efficiency of the facility, thereby improving the tenant agency s operations over the long-term and solidifying the Company s relationship with the agency 14

15 Proven Acquisition Platform with Identified Pipeline Demonstrated Ability to Source Transactions ICE - Charleston Track Record Acquired 32 properties since 2010, encompassing 2.3 million RSF Longstanding relationships with owners, developers and brokers Active Buyer Identified Pipeline Purchased 800k RSF in the last 12 months Represents 3 transactions Includes Western Devcon portfolio Proprietary database tracks target properties Tracking an estimated $700 + million of properties Actively evaluating ~$200 million Acquired together with the MEPCOM - Jacksonville from Western Devcon in 2013 Illustrates Easterly s differentiated access to acquisition opportunities Key highlights of the transaction include: Seller was seeking an efficient transaction to achieve liquidity for LPs Leveraged a longstanding relationship to identify the opportunity and acquire the portfolio prior to a broad marketing process Reputation in the GSA-leased property sector and detailed knowledge of the property provided the seller with certainty of transaction and timely execution 15

16 Acquisitions Completed Since IPO Delivering on Goal to Acquire $75 million - $125 million per year DOE - Lakewood AOC Aberdeen Acquired April 01, 2015 $20.3 million purchase price Class A facility; 115,600 RSF 14-year remaining lease term 100% occupied by Western Area Power Administration ( WAPA ) and provides support to four regional offices that operate and maintain the DOE s Western Transmission System which covers a 1.3 million square mile service area WAPA s role of marketing and delivering clean, renewable and reliable power represents a missioncritical function of the DOE Acquired June 17, 2015 $14.1 million purchase price Class A facility; 46,979 RSF 10-year remaining lease term Built in 2005 to the exacting standards of the U.S. Courts Design Guide Believed to be compliant with the Judiciary s needs in terms of security, space sizes and function, and circulation patterns for the public and judicial officers Modern building expressed in the stately form of a Greco-Roman classical design 16

17 Extensive Development Experience Our expertise and reputation in the market have enabled us to successfully compete for government projects 19 build-to-suit projects comprising approx.1.0 million SF completed for U.S. Government agencies since 1994 CBP - Savannah Developed an additional approx. 2.9 million aggregate SF of non-government commercial real estate since 1994 Track record as a developer in the GSA sector has been a key differentiator in securing new projects Historical Development (1) Agency / Organization Projects Square Feet Drug Enforcement Administration 7 404,300 Federal Bureau of Investigation 2 185,100 Immigration and Customs Enforcement 3 178,700 Customs and Border Protection 2 94,400 Federal Aviation Administration 1 69,600 Administrative Office of the Courts 1 58,500 U.S. Military Entrance Processing Command 1 30,000 Social Security Administration 2 24,000 Subtotal - U.S. Governm ent 19 1,044,600 State of California 3 264,900 Total 22 1,309,500 Awarded the contract in Jan. 2012; completed in Jun ,000 square foot facility Total project cost of $21.2 million Facility achieved LEED Silver certification Illustrates Easterly s experience in design, construction and operations of forensic laboratory facilities Key highlights of the transaction include: GSA was seeking a highly specialized laboratory Leveraged the Company s experience in property management of similar facilities Utilized a design-build contract with the general contractor to reduce the risk of project cost overruns (1) Development projects completed by Western Devcon. 17

18 Conservative Capital Structure Positioned for Growth Market Capitalization (06/30/15) ($ in millions) Common Shares - Fully Diluted Basis 39.7 June 30 th Closing Price $15.92 Equity Market Capitalization Fully Diluted Basis $632.0 Secured Mortgage Debt (2) $68.8 Credit Facility 33.4 Total Debt $102.2 Less: Cash and Cash Equivalents (3.4) Net Debt $98.8 Total Enterprise Value $730.8 Credit Metrics: Total Debt / Total Enterprise Value 14.0% Net Debt / Total Enterprise Value 13.5% Total Debt / Annualized PF 2Q EBITDA 2.2x Net Debt / Annualized PF 2Q EBITDA 2.1x Annualized PF 2Q EBITDA / Cash Interest 10.1x Debt Profile Stated ($ ($ in in millions) millions) Balance (2) Rate Maturity ICE - Charleston $ % 2027 USFS II - Albuquerque % 2026 CBP - Savannah % 2033 MEPCOM - Jacksonville % 2025 Total Secured Debt $ % Revolving Credit Facility (1) $33.4 L+1.40% 2019 Total Debt $ % (1) Debt Maturity Schedule (2) Revolving Credit Facility Secured Debt $68.8 $33.4 $0.0 $ Thereafter Attractive in-place debt with no maturities until 2019 and $367 million revolver capacity (1) 1 Month LIBOR rate during 2Q2015 of 0.19% (2) Based on outstanding principal as of 6/30/15 18

19 Superior Leverage Metrics Net Debt / Total Enterprise Value Net Debt / EBITDA 55% 50% 45% 47% 46% 45% 45% Average 44% 43% 8.0x 7.0x 7.4x 7.1x 7.1x 6.6x Average 6.5x 40% 6.0x 5.6x 35% 35% 5.0x 4.9x 30% 25% 4.0x 20% 3.0x 15% 14% 2.0x 2.1x 10% 5% 1.0x 0% PDM GOV OFC BDN PKY HIW DEA 0.0x PDM BDN OFC PKY HIW GOV DEA Baa2 / BBB Baa3 / BBB- Baa3 / BBB- Baa3 / BBB- Baa3 / BBB- Baa2 / BBB Baa2 / BBB Baa3 / BBB- Baa3 / BBB- Baa3 / BBB- Baa2 / BBB Baa3 / BBB- Easterly can fund ~ $370 million of acquisitions with debt and maintain Net Debt / EBITDA of 6.5x (1) Note: All data as of 6/30/15 from public filings. Based on closing prices as of 06/30/15 and annualized EBITDA in the most recent reported quarter. (1) Based on 6/30/15 Annualized PF 2Q EBITDA and illustrative acquisition cap rate of 7.00%. 19

20 Illustrative External Growth Scenarios Illustrative acquisition analysis assuming a 6.75% % cap rate on $75 million of acquisitions results in annual hypothetical FFO as Adjusted growth between 9% and 10% (1) 17.3% 15.7% 13.8% $ % $ % 10.4% $44.0 $44.5 $42.7 $43.1 $75 million $100 million $125 million Illustrative Acquisition Volume Assuming 6.75% cap rate Assuming 7.25% cap rate Note: The anticipated results of operations presented are forward-looking, are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to further decisions, which are subject to change. Actual results will vary and those variations may be material. (1) Cap rates and acquisition levels are illustrative. Assumed acquisitions funded with revolving credit facility. Borrowing rate assumed to be 1.85% all-in (L + 140bps). Based on annualized PF 2Q15 FFO, as Adjusted assuming full year cash NOI contribution from acquired assets. 20

21 Investment Highlights Differentiated Focus on Mission-Critical U.S. Government Agencies High Quality Portfolio of GSA-Leased Assets Enhanced Cash Flow Stability from U.S. Government Tenants Proven Acquisition Platform with Identified Pipeline Extensive Development Experience Growth-Oriented Capital Structure Experienced and Aligned Management Team with Deep GSA Expertise 21

22 Appendix

23 Overview of a Typical GSA Lease Type of Lease Modified gross lease Tenants U.S. Government agencies Lease Term (1) Initial term of typically years Renewal leases typically 5-10 years Base Rent Base rent for initial term is generally set at a flat rate for the life of the lease Tenant Reimbursement Operating Expenses: Tenant required to pay a portion of the increases after the initial base year (Urban CPI based) Property Taxes: Tenant is typically required to pay for any increase after the initial base year Tenant Improvements Renewal Rate Certain leases may include a TI allowance within base rent which is amortized over the life of the lease Other alterations made at tenant s expense, generally managed and performed by Easterly New base rent reset based on: Inflation Replacement cost of the building at time of renewal Enhancements to the property since the date of the prior lease Note: The above represents a general description of a typical lease with U.S. Government agencies negotiated through the GSA. Leases are based on the GSA form lease, but the terms and conditions of any actual GSA lease may vary from the terms described above. (1) Some leases include a soft term following an initial guaranteed term that allows the tenant the right to terminate the lease before the stated term expires. 23

24 Corporate Governance Profile Governance Overview Internal management structure Non staggered board with annual election Majority independent directors Opted out of Maryland anti-takeover provisions including provision allowing classifications of board without stockholder consent No stockholder rights plan Fully independent audit committee, compensation committee and nominating and corporate governance committee Founders holding OP units have voting rights on certain REIT major decisions until the REIT owns more than 85% of outstanding common units relative to the total common units issued to the founders in the formation transactions 24