|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
MARYLAND
|
|
53-0261100
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(State of incorporation)
|
|
(IRS Employer Identification Number)
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Title of Each Class
|
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Name of exchange on which registered
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Shares of Beneficial Interest
|
|
New York Stock Exchange
|
Large accelerated filer
|
x
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Accelerated filer
|
o
|
Non-accelerated filer
|
o
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Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
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Page
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Item 1.
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||
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Consolidated Statement of Equity
|
|
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||
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||
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Item 2.
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||
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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June 30, 2017
|
|
December 31, 2016
|
||||
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(Unaudited)
|
|
|||||
Assets
|
|
|
|
||||
Land
|
$
|
616,444
|
|
|
$
|
573,315
|
|
Income producing property
|
2,201,846
|
|
|
2,112,088
|
|
||
|
2,818,290
|
|
|
2,685,403
|
|
||
Accumulated depreciation and amortization
|
(691,515
|
)
|
|
(657,425
|
)
|
||
Net income producing property
|
2,126,775
|
|
|
2,027,978
|
|
||
Properties under development or held for future development
|
46,154
|
|
|
40,232
|
|
||
Total real estate held for investment, net
|
2,172,929
|
|
|
2,068,210
|
|
||
Investment in real estate sold or held for sale, net
|
6,983
|
|
|
—
|
|
||
Cash and cash equivalents
|
13,237
|
|
|
11,305
|
|
||
Restricted cash
|
1,506
|
|
|
6,317
|
|
||
Rents and other receivables, net of allowance for doubtful accounts of $2,274 and $2,377, respectively
|
72,149
|
|
|
64,319
|
|
||
Prepaid expenses and other assets
|
121,005
|
|
|
103,468
|
|
||
Other assets related to properties sold or held for sale
|
303
|
|
|
—
|
|
||
Total assets
|
$
|
2,388,112
|
|
|
$
|
2,253,619
|
|
Liabilities
|
|
|
|
||||
Notes payable, net
|
$
|
893,763
|
|
|
$
|
843,084
|
|
Mortgage notes payable, net
|
96,934
|
|
|
148,540
|
|
||
Lines of credit
|
228,000
|
|
|
120,000
|
|
||
Accounts payable and other liabilities
|
60,165
|
|
|
46,967
|
|
||
Dividend payable
|
—
|
|
|
22,414
|
|
||
Advance rents
|
11,956
|
|
|
11,750
|
|
||
Tenant security deposits
|
9,263
|
|
|
8,802
|
|
||
Liabilities related to properties sold or held for sale
|
322
|
|
|
—
|
|
||
Total liabilities
|
1,300,403
|
|
|
1,201,557
|
|
||
Equity
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Preferred shares; $0.01 par value; 10,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Shares of beneficial interest, $0.01 par value; 100,000 shares authorized; 76,926 and 74,606 shares issued and outstanding, respectively
|
769
|
|
|
746
|
|
||
Additional paid in capital
|
1,435,994
|
|
|
1,368,636
|
|
||
Distributions in excess of net income
|
(357,308
|
)
|
|
(326,047
|
)
|
||
Accumulated other comprehensive income
|
6,857
|
|
|
7,611
|
|
||
Total shareholders’ equity
|
1,086,312
|
|
|
1,050,946
|
|
||
Noncontrolling interests in subsidiaries
|
1,397
|
|
|
1,116
|
|
||
Total equity
|
1,087,709
|
|
|
1,052,062
|
|
||
Total liabilities and equity
|
$
|
2,388,112
|
|
|
$
|
2,253,619
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Real estate rental revenue
|
$
|
83,456
|
|
|
$
|
79,405
|
|
|
$
|
160,957
|
|
|
$
|
156,542
|
|
Expenses
|
|
|
|
|
|
|
|
||||||||
Real estate expenses
|
28,691
|
|
|
28,175
|
|
|
56,554
|
|
|
56,909
|
|
||||
Depreciation and amortization
|
29,261
|
|
|
25,161
|
|
|
55,330
|
|
|
51,199
|
|
||||
Acquisition costs
|
—
|
|
|
1,024
|
|
|
—
|
|
|
1,178
|
|
||||
General and administrative
|
5,759
|
|
|
4,968
|
|
|
11,385
|
|
|
10,479
|
|
||||
Casualty gain
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
(676
|
)
|
||||
|
63,711
|
|
|
58,652
|
|
|
123,269
|
|
|
119,089
|
|
||||
Other operating income
|
|
|
|
|
|
|
|
||||||||
Gain on sale of real estate
|
—
|
|
|
24,112
|
|
|
—
|
|
|
24,112
|
|
||||
Real estate operating income
|
19,745
|
|
|
44,865
|
|
|
37,688
|
|
|
61,565
|
|
||||
Other (expense) income
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(12,053
|
)
|
|
(13,820
|
)
|
|
(23,458
|
)
|
|
(28,180
|
)
|
||||
Other income
|
48
|
|
|
83
|
|
|
125
|
|
|
122
|
|
||||
Income tax benefit
|
107
|
|
|
693
|
|
|
107
|
|
|
693
|
|
||||
|
(11,898
|
)
|
|
(13,044
|
)
|
|
(23,226
|
)
|
|
(27,365
|
)
|
||||
Net income
|
7,847
|
|
|
31,821
|
|
|
14,462
|
|
|
34,200
|
|
||||
Less: Net loss attributable to noncontrolling interests in subsidiaries
|
17
|
|
|
15
|
|
|
36
|
|
|
20
|
|
||||
Net income attributable to the controlling interests
|
$
|
7,864
|
|
|
$
|
31,836
|
|
|
$
|
14,498
|
|
|
$
|
34,220
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income attributable to the controlling interests per common share
|
$
|
0.10
|
|
|
$
|
0.44
|
|
|
$
|
0.19
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income attributable to the controlling interests per common share
|
$
|
0.10
|
|
|
$
|
0.44
|
|
|
$
|
0.19
|
|
|
$
|
0.49
|
|
Weighted average shares outstanding – basic
|
76,705
|
|
|
71,719
|
|
|
75,785
|
|
|
70,010
|
|
||||
Weighted average shares outstanding – diluted
|
76,830
|
|
|
71,912
|
|
|
75,903
|
|
|
70,200
|
|
||||
Dividends declared per share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
7,847
|
|
|
$
|
31,821
|
|
|
$
|
14,462
|
|
|
$
|
34,200
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on interest rate hedges
|
(1,489
|
)
|
|
(1,384
|
)
|
|
(754
|
)
|
|
(5,059
|
)
|
||||
Comprehensive income
|
6,358
|
|
|
30,437
|
|
|
13,708
|
|
|
29,141
|
|
||||
Less: Comprehensive loss attributable to noncontrolling interests
|
17
|
|
|
15
|
|
|
36
|
|
|
20
|
|
||||
Comprehensive income attributable to the controlling interests
|
$
|
6,375
|
|
|
$
|
30,452
|
|
|
$
|
13,744
|
|
|
$
|
29,161
|
|
|
Shares Issued and Out-standing
|
|
Shares of Beneficial Interest at Par Value
|
|
Additional Paid in Capital
|
|
Distributions in Excess of
Net Income
|
|
Accumulated Other Comprehensive Income
|
|
Total Shareholders’ Equity
|
|
Noncontrolling Interests in Subsidiaries
|
|
Total Equity
|
|||||||||||||||
Balance, December 31, 2016
|
74,606
|
|
|
$
|
746
|
|
|
$
|
1,368,636
|
|
|
$
|
(326,047
|
)
|
|
$
|
7,611
|
|
|
$
|
1,050,946
|
|
|
$
|
1,116
|
|
|
$
|
1,052,062
|
|
Net income attributable to the controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14,498
|
|
|
—
|
|
|
14,498
|
|
|
—
|
|
|
14,498
|
|
|||||||
Net loss attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
|||||||
Unrealized loss on interest rate hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(754
|
)
|
|
(754
|
)
|
|
—
|
|
|
(754
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|||||||
Operating partnership units issued with acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
376
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,759
|
)
|
|
—
|
|
|
(45,759
|
)
|
|
—
|
|
|
(45,759
|
)
|
|||||||
Equity issuances, net of issuance costs
|
2,070
|
|
|
21
|
|
|
63,885
|
|
|
—
|
|
|
—
|
|
|
63,906
|
|
|
—
|
|
|
63,906
|
|
|||||||
Shares issued under dividend reinvestment program
|
56
|
|
|
—
|
|
|
1,796
|
|
|
—
|
|
|
—
|
|
|
1,796
|
|
|
—
|
|
|
1,796
|
|
|||||||
Share grants, net of share grant amortization, forfeitures and tax withholdings
|
194
|
|
|
2
|
|
|
1,677
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
|
—
|
|
|
1,679
|
|
|||||||
Balance, June 30, 2017
|
76,926
|
|
|
$
|
769
|
|
|
$
|
1,435,994
|
|
|
$
|
(357,308
|
)
|
|
$
|
6,857
|
|
|
$
|
1,086,312
|
|
|
$
|
1,397
|
|
|
$
|
1,087,709
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
14,462
|
|
|
$
|
34,200
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
55,330
|
|
|
51,199
|
|
||
Provision for losses on accounts receivable
|
470
|
|
|
708
|
|
||
Casualty gain
|
—
|
|
|
(676
|
)
|
||
Gain on sale of real estate
|
—
|
|
|
(24,112
|
)
|
||
Share-based compensation expense
|
2,351
|
|
|
2,421
|
|
||
Deferred tax benefit
|
(107
|
)
|
|
(732
|
)
|
||
Amortization of debt premiums, discounts and related financing costs
|
948
|
|
|
1,604
|
|
||
Changes in operating other assets
|
(10,950
|
)
|
|
(983
|
)
|
||
Changes in operating other liabilities
|
2,846
|
|
|
(2,366
|
)
|
||
Net cash provided by operating activities
|
65,350
|
|
|
61,263
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Real estate acquisitions, net
|
(138,371
|
)
|
|
(227,413
|
)
|
||
Net cash received for sale of real estate
|
—
|
|
|
119,513
|
|
||
Capital improvements to real estate
|
(23,923
|
)
|
|
(16,356
|
)
|
||
Development in progress
|
(7,291
|
)
|
|
(17,997
|
)
|
||
Cash released from replacement reserve escrows, net
|
4,622
|
|
|
2,001
|
|
||
Insurance proceeds
|
—
|
|
|
883
|
|
||
Non-real estate capital improvements
|
(1,950
|
)
|
|
(42
|
)
|
||
Net cash used in investing activities
|
(166,913
|
)
|
|
(139,411
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Line of credit borrowings, net
|
108,000
|
|
|
164,000
|
|
||
Dividends paid
|
(68,173
|
)
|
|
(63,284
|
)
|
||
Principal payments – mortgage notes payable
|
(51,075
|
)
|
|
(166,216
|
)
|
||
Proceeds from term loan
|
50,000
|
|
|
—
|
|
||
Payment of financing costs
|
(234
|
)
|
|
(236
|
)
|
||
Distributions to noncontrolling interests
|
(59
|
)
|
|
(110
|
)
|
||
Proceeds from dividend reinvestment program
|
1,796
|
|
|
—
|
|
||
Net proceeds from equity issuances
|
63,906
|
|
|
143,357
|
|
||
Payment of tax withholdings for restricted share awards
|
(666
|
)
|
|
(809
|
)
|
||
Net cash provided by financing activities
|
103,495
|
|
|
76,702
|
|
||
Net increase (decrease) in cash and cash equivalents
|
1,932
|
|
|
(1,446
|
)
|
||
Cash and cash equivalents at beginning of period
|
11,305
|
|
|
23,825
|
|
||
Cash and cash equivalents at end of period
|
$
|
13,237
|
|
|
$
|
22,379
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
22,670
|
|
|
$
|
27,154
|
|
Change in accrued capital improvements and development costs
|
1,090
|
|
|
3,472
|
|
||
Operating partnership units issued with acquisition
|
376
|
|
|
—
|
|
Acquisition Date
|
|
Property
|
|
Type
|
|
Net Rentable
Square Feet
|
|
Contract Purchase Price (In thousands)
|
||
April 4, 2017
|
|
Watergate 600
|
|
Office
|
|
289,000
|
|
$
|
135,000
|
|
|
|
Three and Six Months Ended
June 30, 2017
|
||
Real estate rental revenue
|
|
$
|
4,902
|
|
Net income
|
|
964
|
|
Land
|
|
$
|
45,981
|
|
Building
|
|
66,241
|
|
|
Tenant origination costs
|
|
12,084
|
|
|
Leasing commissions/absorption costs
|
|
23,161
|
|
|
Lease intangible assets
|
|
498
|
|
|
Lease intangible liabilities
|
|
(9,585
|
)
|
|
Deferred tax liability
|
|
(560
|
)
|
|
Total
|
|
$
|
137,820
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Land
|
$
|
12,851
|
|
|
$
|
12,851
|
|
Income producing property
|
37,955
|
|
|
37,949
|
|
||
Accumulated depreciation and amortization
|
(5,689
|
)
|
|
(4,571
|
)
|
||
Other assets
|
536
|
|
|
456
|
|
||
|
$
|
45,653
|
|
|
$
|
46,685
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Mortgage notes payable
(1)
|
$
|
31,690
|
|
|
$
|
31,869
|
|
Accounts payable and other liabilities
|
199
|
|
|
186
|
|
||
Tenant security deposits
|
89
|
|
|
99
|
|
||
|
$
|
31,978
|
|
|
$
|
32,154
|
|
Disposition Date
|
|
Property Name
|
|
Segment
|
|
Number of Units/ Rentable Square Feet
|
|
Contract
Sales Price (in thousands) |
|
Gain on Sale
(in thousands) |
||||
May 26, 2016
|
|
Dulles Station II
(1)
|
|
Office
|
|
N/A
|
|
$
|
12,100
|
|
|
$
|
527
|
|
June 27, 2016
|
|
Maryland Office Portfolio Transaction I
(2)
|
|
Office
|
|
692,000
|
|
111,500
|
|
|
23,585
|
|
||
September 22, 2016
|
|
Maryland Office Portfolio Transaction II
(3)
|
|
Office
|
|
491,000
|
|
128,500
|
|
|
77,592
|
|
||
|
|
Total 2016
|
|
1,183,000
|
|
$
|
252,100
|
|
|
$
|
101,704
|
|
(1)
|
Land held for future development and an interest in a parking garage.
|
(2)
|
Maryland Office Portfolio Transaction I consists of 6110 Executive Boulevard, 600 Jefferson Plaza, Wayne Plaza and West Gude Drive.
|
(3)
|
Maryland Office Portfolio Transaction II consists of 51 Monroe Street and One Central Plaza.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Real estate rental revenue
|
$
|
—
|
|
|
$
|
8,147
|
|
|
$
|
—
|
|
|
$
|
16,577
|
|
Net income
|
—
|
|
|
4,176
|
|
|
—
|
|
|
6,902
|
|
Committed capacity
|
$
|
600,000
|
|
Borrowings outstanding
|
(228,000
|
)
|
|
Unused and available
|
$
|
372,000
|
|
|
Revolving Credit Facility
|
||
Balance at December 31, 2016
|
$
|
120,000
|
|
Borrowings
|
239,000
|
|
|
Repayments
|
(131,000
|
)
|
|
Balance at June 30, 2017
|
$
|
228,000
|
|
|
|
|
|
Fair Value
|
||||||||
|
|
|
|
Asset Derivatives
|
||||||||
Derivative Instrument
|
Aggregate Notional Amount
|
Effective Date
|
Maturity Date
|
June 30, 2017
|
|
December 31, 2016
|
||||||
Interest rate swaps
|
$
|
150,000
|
|
October 15, 2015
|
March 15, 2021
|
$
|
578
|
|
|
$
|
417
|
|
Interest rate swaps
|
150,000
|
|
March 31, 2017
|
July 21, 2023
|
6,279
|
|
|
7,194
|
|
|||
|
$
|
300,000
|
|
|
|
$
|
6,857
|
|
|
$
|
7,611
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Unrealized loss on interest rate hedges
|
$
|
(1,489
|
)
|
|
$
|
(1,384
|
)
|
|
$
|
(754
|
)
|
|
$
|
(5,059
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
SERP
|
$
|
1,593
|
|
|
$
|
—
|
|
|
$
|
1,593
|
|
|
$
|
—
|
|
|
$
|
1,407
|
|
|
$
|
—
|
|
|
$
|
1,407
|
|
|
$
|
—
|
|
Interest rate swaps
|
$
|
6,857
|
|
|
$
|
—
|
|
|
$
|
6,857
|
|
|
$
|
—
|
|
|
$
|
7,611
|
|
|
$
|
—
|
|
|
$
|
7,611
|
|
|
$
|
—
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
13,237
|
|
|
$
|
13,237
|
|
|
$
|
11,305
|
|
|
$
|
11,305
|
|
Restricted cash
|
1,506
|
|
|
1,506
|
|
|
6,317
|
|
|
6,317
|
|
||||
2445 M Street note receivable
|
2,096
|
|
|
2,324
|
|
|
2,089
|
|
|
2,173
|
|
||||
Mortgage notes payable, net
|
96,934
|
|
|
100,130
|
|
|
148,540
|
|
|
149,997
|
|
||||
Lines of credit
|
228,000
|
|
|
228,000
|
|
|
120,000
|
|
|
120,000
|
|
||||
Notes payable, net
|
893,763
|
|
|
925,915
|
|
|
843,084
|
|
|
873,516
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
7,847
|
|
|
$
|
31,821
|
|
|
$
|
14,462
|
|
|
$
|
34,200
|
|
Net loss attributable to noncontrolling interests in subsidiaries
|
17
|
|
|
15
|
|
|
36
|
|
|
20
|
|
||||
Allocation of earnings to unvested restricted share awards
|
(107
|
)
|
|
(99
|
)
|
|
(184
|
)
|
|
(155
|
)
|
||||
Adjusted net income attributable to the controlling interests
|
$
|
7,757
|
|
|
$
|
31,737
|
|
|
$
|
14,314
|
|
|
$
|
34,065
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
76,705
|
|
|
71,719
|
|
|
75,785
|
|
|
70,010
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Operating partnership units
|
11
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Employee restricted share awards
|
114
|
|
|
193
|
|
|
112
|
|
|
190
|
|
||||
Weighted average shares outstanding – diluted
|
76,830
|
|
|
71,912
|
|
|
75,903
|
|
|
70,200
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income attributable to the controlling interests per common share
|
$
|
0.10
|
|
|
$
|
0.44
|
|
|
$
|
0.19
|
|
|
$
|
0.49
|
|
Diluted net income attributable to the controlling interests per common share
|
$
|
0.10
|
|
|
$
|
0.44
|
|
|
$
|
0.19
|
|
|
$
|
0.49
|
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||
|
Office
|
|
Retail
|
|
Multifamily
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Real estate rental revenue
|
$
|
44,109
|
|
|
$
|
15,512
|
|
|
$
|
23,835
|
|
|
$
|
—
|
|
|
$
|
83,456
|
|
Real estate expenses
|
15,853
|
|
|
3,597
|
|
|
9,241
|
|
|
—
|
|
|
28,691
|
|
|||||
Net operating income
|
$
|
28,256
|
|
|
$
|
11,915
|
|
|
$
|
14,594
|
|
|
$
|
—
|
|
|
$
|
54,765
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
(29,261
|
)
|
|||||||||
General and administrative
|
|
|
|
|
|
|
|
|
(5,759
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
(12,053
|
)
|
|||||||||
Other income
|
|
|
|
|
|
|
|
|
48
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
107
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
7,847
|
|
|||||||||
Less: Net loss attributable to noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
17
|
|
|||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
$
|
7,864
|
|
||||||||
Capital expenditures
|
$
|
5,864
|
|
|
$
|
62
|
|
|
$
|
6,561
|
|
|
$
|
1,375
|
|
|
$
|
13,862
|
|
Total assets
|
$
|
1,241,618
|
|
|
$
|
344,523
|
|
|
$
|
766,972
|
|
|
$
|
34,999
|
|
|
$
|
2,388,112
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
|
Office
|
|
Retail
|
|
Multifamily
|
|
Corporate
and Other
|
|
Consolidated
|
||||||||||
Real estate rental revenue
|
$
|
43,737
|
|
|
$
|
15,080
|
|
|
$
|
20,588
|
|
|
$
|
—
|
|
|
$
|
79,405
|
|
Real estate expenses
|
16,594
|
|
|
3,684
|
|
|
7,897
|
|
|
—
|
|
|
28,175
|
|
|||||
Net operating income
|
$
|
27,143
|
|
|
$
|
11,396
|
|
|
$
|
12,691
|
|
|
$
|
—
|
|
|
$
|
51,230
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
(25,161
|
)
|
|||||||||
Acquisition costs
|
|
|
|
|
|
|
|
|
(1,024
|
)
|
|||||||||
General and administrative
|
|
|
|
|
|
|
|
|
(4,968
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
(13,820
|
)
|
|||||||||
Other income
|
|
|
|
|
|
|
|
|
83
|
|
|||||||||
Gain on sale of real estate
|
|
|
|
|
|
|
|
|
24,112
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
693
|
|
|||||||||
Casualty gain
|
|
|
|
|
|
|
|
|
676
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
31,821
|
|
|||||||||
Less: Net loss attributable to noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
15
|
|
|||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
$
|
31,836
|
|
||||||||
Capital expenditures
|
$
|
5,854
|
|
|
$
|
3,588
|
|
|
$
|
2,198
|
|
|
$
|
29
|
|
|
$
|
11,669
|
|
Total assets
|
$
|
1,151,041
|
|
|
$
|
352,094
|
|
|
$
|
769,592
|
|
|
$
|
33,724
|
|
|
$
|
2,306,451
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
Office
|
|
Retail
|
|
Multifamily
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||
Real estate rental revenue
|
$
|
82,136
|
|
|
$
|
31,217
|
|
|
$
|
47,604
|
|
|
$
|
—
|
|
|
$
|
160,957
|
|
Real estate expenses
|
30,267
|
|
|
7,460
|
|
|
18,827
|
|
|
—
|
|
|
56,554
|
|
|||||
Net operating income
|
$
|
51,869
|
|
|
$
|
23,757
|
|
|
$
|
28,777
|
|
|
$
|
—
|
|
|
$
|
104,403
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
(55,330
|
)
|
|||||||||
General and administrative
|
|
|
|
|
|
|
|
|
(11,385
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
(23,458
|
)
|
|||||||||
Other income
|
|
|
|
|
|
|
|
|
125
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
107
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
14,462
|
|
|||||||||
Less: Net loss attributable to noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
36
|
|
|||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
$
|
14,498
|
|
||||||||
Capital expenditures
|
$
|
10,819
|
|
|
$
|
246
|
|
|
$
|
12,858
|
|
|
$
|
1,950
|
|
|
$
|
25,873
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
Office
|
|
Retail
|
|
Multifamily
|
|
Corporate
and Other |
|
Consolidated
|
||||||||||
Real estate rental revenue
|
$
|
87,555
|
|
|
30,460
|
|
|
$
|
38,527
|
|
|
$
|
—
|
|
|
$
|
156,542
|
|
|
Real estate expenses
|
33,669
|
|
|
8,090
|
|
|
15,150
|
|
|
—
|
|
|
56,909
|
|
|||||
Net operating income
|
53,886
|
|
|
$
|
22,370
|
|
|
$
|
23,377
|
|
|
$
|
—
|
|
|
$
|
99,633
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
(51,199
|
)
|
|||||||||
Acquisition costs
|
|
|
|
|
|
|
|
|
(1,178
|
)
|
|||||||||
General and administrative
|
|
|
|
|
|
|
|
|
(10,479
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
(28,180
|
)
|
|||||||||
Other income
|
|
|
|
|
|
|
|
|
122
|
|
|||||||||
Gain on sale of real estate
|
|
|
|
|
|
|
|
|
24,112
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
693
|
|
|||||||||
Casualty gain
|
|
|
|
|
|
|
|
|
676
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
34,200
|
|
|||||||||
Less: Net loss attributable to noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
20
|
|
|||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
$
|
34,220
|
|
||||||||
Capital expenditures
|
$
|
8,025
|
|
|
$
|
4,131
|
|
|
$
|
4,200
|
|
|
$
|
42
|
|
|
$
|
16,398
|
|
•
|
Overview.
Discussion of our business outlook, operating results, investment activity, financing activity and capital requirements to provide context for the remainder of MD&A.
|
•
|
Results of Operations.
Discussion of our financial results comparing the
2017
Quarter to the
2016
Quarter and the
2017
Period to the
2016
Period.
|
•
|
Liquidity and Capital Resources.
Discussion of our financial condition and analysis of changes in our capital structure and cash flows.
|
•
|
Funds From Operations
. Calculation of NAREIT Funds From Operations (“NAREIT FFO”), a non-GAAP supplemental measure to net income.
|
•
|
Critical Accounting Policies and Estimates.
Descriptions of accounting policies that reflect significant judgments and estimates used in the preparation of our consolidated financial statements.
|
•
|
Net operating income (“NOI”)
, calculated as real estate rental revenue less real estate expenses excluding depreciation and amortization and general and administrative expenses. NOI is a non-GAAP supplemental measure to net income.
|
•
|
NAREIT FFO
, calculated as set forth below under the caption “Funds from Operations.”
|
•
|
Ending occupancy
, calculated as occupied square footage as a percentage of total square footage as of the last day of that period.
|
•
|
Leased percentage
, calculated as the percentage of available physical net rentable area leased for our office and retail segments and percentage of apartments leased for our multifamily segment.
|
•
|
Rental rates.
|
•
|
Leasing activity
, including new leases, renewals and expirations.
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Net income attributable to the controlling interests
|
$
|
7,864
|
|
|
$
|
31,836
|
|
|
$
|
(23,972
|
)
|
|
(75.3
|
)%
|
NOI
(1)
|
$
|
54,765
|
|
|
$
|
51,230
|
|
|
$
|
3,535
|
|
|
6.9
|
%
|
NAREIT FFO
(2)
|
$
|
37,108
|
|
|
$
|
32,870
|
|
|
$
|
4,238
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
(1)
See page
26
of the MD&A for a reconciliation of NOI to net income.
|
||||||||||||||
(2)
See page
36
of the MD&A for a reconciliation of NAREIT FFO to net income.
|
•
|
The acquisition of Watergate 600, which we refer to as the 2017 acquisition, a
289,000
net rentable square foot office building in Washington, DC, for a contract purchase price of
$135.0 million
in a transaction that was structured to include the issuance of 12,124 operating partnership units in WashREIT Watergate 600 OP LP, a consolidated subsidiary of Washington REIT (“Operating Partnership Units”), representing $0.4 million of the purchase price. We incurred
$2.8 million
of acquisition costs related to this transaction.
|
•
|
The prepayment at par of the remaining
$49.6 million
of the mortgage note secured by the Army Navy Building in February 2017.
|
•
|
The draw of the remaining $50.0 million on the seven year, $150 million unsecured term loan agreement maturing on July 21, 2023. We used the borrowing to refinance maturing secured debt.
|
•
|
The issuance of approximately
2.1 million
common shares under our ATM program at an average price to the public of
$31.44
per share, for net proceeds of approximately
$63.9 million
.
|
|
|
|
|
|
|
|
|
|
Non-Same-Store
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Same-Store
|
|
|
|
|
|
Acquisitions
(1)
|
|
Development/Redevelopment
(2)
|
|
Dispositions
(3)
|
|
All Properties
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
Change |
|
%
Change |
||||||||||||||||||||||||||
Real estate rental revenue
|
$
|
69,097
|
|
|
$
|
64,633
|
|
|
$
|
4,464
|
|
|
6.9
|
%
|
|
$
|
10,333
|
|
|
$
|
2,485
|
|
|
$
|
4,026
|
|
|
$
|
4,140
|
|
|
$
|
—
|
|
|
$
|
8,147
|
|
|
$
|
83,456
|
|
|
$
|
79,405
|
|
|
$
|
4,051
|
|
|
5.1
|
%
|
Real estate expenses
|
23,340
|
|
|
22,581
|
|
|
759
|
|
|
3.4
|
%
|
|
3,702
|
|
|
868
|
|
|
1,649
|
|
|
1,621
|
|
|
—
|
|
|
3,105
|
|
|
28,691
|
|
|
28,175
|
|
|
516
|
|
|
1.8
|
%
|
||||||||||||
NOI
|
$
|
45,757
|
|
|
$
|
42,052
|
|
|
$
|
3,705
|
|
|
8.8
|
%
|
|
$
|
6,631
|
|
|
$
|
1,617
|
|
|
$
|
2,377
|
|
|
$
|
2,519
|
|
|
$
|
—
|
|
|
$
|
5,042
|
|
|
$
|
54,765
|
|
|
$
|
51,230
|
|
|
$
|
3,535
|
|
|
6.9
|
%
|
Reconciliation to net income attributable to the controlling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,261
|
)
|
|
(25,161
|
)
|
|
(4,100
|
)
|
|
16.3
|
%
|
|||||||||||||||||||||||||||
Acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,024
|
)
|
|
1,024
|
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,759
|
)
|
|
(4,968
|
)
|
|
(791
|
)
|
|
15.9
|
%
|
|||||||||||||||||||||||||||
Casualty gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
676
|
|
|
(676
|
)
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
Gain on sale of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
24,112
|
|
|
(24,112
|
)
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,053
|
)
|
|
(13,820
|
)
|
|
1,767
|
|
|
(12.8
|
)%
|
|||||||||||||||||||||||||||
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
83
|
|
|
(35
|
)
|
|
(42.2
|
)%
|
|||||||||||||||||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107
|
|
|
693
|
|
|
(586
|
)
|
|
(84.6
|
)%
|
|||||||||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,847
|
|
|
31,821
|
|
|
(23,974
|
)
|
|
(75.3
|
)%
|
|||||||||||||||||||||||||||
Less: Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
15
|
|
|
2
|
|
|
13.3
|
%
|
|||||||||||||||||||||||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,864
|
|
|
$
|
31,836
|
|
|
$
|
(23,972
|
)
|
|
(75.3
|
)%
|
(1)
|
Acquisitions:
|
(2)
|
Development/redevelopment properties:
|
(3)
|
Dispositions (classified as continuing operations):
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Minimum base rent
|
$
|
57,340
|
|
|
$
|
54,330
|
|
|
$
|
3,010
|
|
|
5.5
|
%
|
Recoveries from tenants
|
8,543
|
|
|
7,408
|
|
|
1,135
|
|
|
15.3
|
%
|
|||
Provision for doubtful accounts
|
(453
|
)
|
|
(92
|
)
|
|
(361
|
)
|
|
392.4
|
%
|
|||
Lease termination fees
|
532
|
|
|
149
|
|
|
383
|
|
|
257.0
|
%
|
|||
Parking and other tenant charges
|
3,135
|
|
|
2,838
|
|
|
297
|
|
|
10.5
|
%
|
|||
Total same-store real estate rental revenue
|
$
|
69,097
|
|
|
$
|
64,633
|
|
|
$
|
4,464
|
|
|
6.9
|
%
|
•
|
Minimum base rent
:
Increase
primarily due to higher occupancy ($2.9 million) and rental rates ($0.4 million), partially offset by higher rent abatements ($0.3 million).
|
•
|
Recoveries from tenants
:
Increase
primarily due to higher periodic settlements of tenant recoveries ($0.8 million) and higher reimbursements for real estate taxes ($0.2 million).
|
•
|
Provision for doubtful accounts
:
Increase
primarily due to higher provisions in the retail ($0.3 million) and office ($0.1 million) segments. A portion of the higher provisions were attributable to reserves for reimbursements ($0.1 million).
|
•
|
Lease termination fees
:
Increase
primarily due to higher fees in the office segment ($0.4 million).
|
•
|
Parking and other tenant charges
:
Increase
primarily due to higher parking income ($0.2 million).
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Office
|
$
|
35,181
|
|
|
$
|
31,450
|
|
|
$
|
3,731
|
|
|
11.9
|
%
|
Multifamily
|
18,404
|
|
|
18,103
|
|
|
301
|
|
|
1.7
|
%
|
|||
Retail
|
15,512
|
|
|
15,080
|
|
|
432
|
|
|
2.9
|
%
|
|||
Total same-store real estate rental revenue
|
$
|
69,097
|
|
|
$
|
64,633
|
|
|
$
|
4,464
|
|
|
6.9
|
%
|
•
|
Office
:
Increase
primarily due to higher occupancy ($2.8 million), higher periodic settlements of tenant recoveries ($0.7 million) and higher lease termination fees ($0.4 million), partially offset by higher rent abatements ($0.4 million).
|
•
|
Multifamily
:
Increase
primarily due to higher rental rates ($0.3 million).
|
•
|
Retail
:
Increase
primarily due to higher periodic settlements of tenant recoveries ($0.4 million).
|
•
|
Office
: The increase in same-store ending occupancy was primarily due to higher ending occupancy at Silverline Center and 1775 Eye Street, partially offset by lower ending occupancy at Monument II.
|
•
|
Multifamily
: The increase in same-store ending occupancy was primarily due to higher ending occupancy at The Wellington and The Ashby.
|
•
|
Retail
: The decrease in ending occupancy was primarily due to lower ending occupancy at Frederick Crossing, Centre at Hagerstown and Gateway Overlook, partially offset by higher ending occupancy at Bradlee Shopping Center and Chevy Chase Metro Plaza.
|
|
Square Feet
(in thousands)
|
|
Average Rental Rate
(per square foot)
|
|
% Rental Rate Increase (Decrease)
|
|
Leasing Costs
(1)
(per square foot)
|
|
Free Rent (weighted average months)
|
|
Retention Rate
|
||||||||
Office
|
215
|
|
|
$
|
33.82
|
|
|
(10.4
|
)%
|
|
$
|
72.18
|
|
|
10.9
|
|
|
62.6
|
%
|
Retail
|
152
|
|
|
26.44
|
|
|
24.3
|
%
|
|
17.24
|
|
|
2.1
|
|
|
65.7
|
%
|
||
Total
|
367
|
|
|
30.82
|
|
|
(0.7
|
)%
|
|
49.36
|
|
|
7.9
|
|
|
64.0
|
%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Office
|
$
|
12,705
|
|
|
$
|
11,868
|
|
|
$
|
837
|
|
|
7.1
|
%
|
Multifamily
|
7,038
|
|
|
7,029
|
|
|
9
|
|
|
0.1
|
%
|
|||
Retail
|
3,597
|
|
|
3,684
|
|
|
(87
|
)
|
|
(2.4
|
)%
|
|||
Total same-store real estate expenses
|
$
|
23,340
|
|
|
$
|
22,581
|
|
|
$
|
759
|
|
|
3.4
|
%
|
•
|
Office
:
Increase
primarily due to higher real estate tax ($0.4 million), repairs and maintenance ($0.2 million), custodial ($0.1 million) and administrative ($0.1 million) expenses.
|
•
|
Multifamily
: Small increase primarily due to higher real estate taxes ($0.1 million), partially offset by lower utilities expenses ($0.1 million).
|
•
|
Retail
:
Decrease
primarily due to lower bad debt expense ($0.2 million), partially offset by higher real estate tax expense ($0.1 million).
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
Debt Type
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Notes payable
|
$
|
9,405
|
|
|
$
|
8,289
|
|
|
$
|
1,116
|
|
|
13.5
|
%
|
Mortgage notes payable
|
1,168
|
|
|
4,223
|
|
|
(3,055
|
)
|
|
(72.3
|
)%
|
|||
Lines of credit
|
1,709
|
|
|
1,473
|
|
|
236
|
|
|
16.0
|
%
|
|||
Capitalized interest
|
(229
|
)
|
|
(165
|
)
|
|
(64
|
)
|
|
38.8
|
%
|
|||
Total
|
$
|
12,053
|
|
|
$
|
13,820
|
|
|
$
|
(1,767
|
)
|
|
(12.8
|
)%
|
•
|
Notes payable
:
Increase
primarily due to executing the $150.0 million term loan in 2016, which has a floating interest rate effectively fixed at 2.9% by interest rate swaps. We borrowed $100.0 million on the term loan in the fourth quarter of 2016, and borrowed the remaining $50.0 million during the first quarter of 2017.
|
•
|
Mortgage notes payable
:
Decrease
primarily due to the repayment of the mortgage notes secured by John Marshall II, 3801 Connecticut Avenue, Bethesda Hill Apartments, Walker House Apartments, 2445 M Street and the Army Navy Building in 2017 and 2016.
|
•
|
Lines of credit
: Increase primarily due to a weighted average interest rate of 2.0% during the
2017
Quarter, as compared to 1.4% during the
2016
Quarter.
|
•
|
Capitalized interest
:
Increase
primarily due to capitalization of interest on spending related to the Trove, the multifamily development adjacent to The Wellington.
|
|
|
|
|
|
|
|
|
|
Non-Same-Store
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Same-Store
|
|
|
|
|
|
Acquisitions
(1)
|
|
Development/Redevelopment
(2)
|
|
Dispositions
(3)
(continuing operations)
|
|
All Properties
|
|
|
||||||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
Change
|
|
%
Change
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
$
Change |
|
%
Change |
||||||||||||||||||||||||||
Real estate rental revenue
|
$
|
137,140
|
|
|
$
|
128,684
|
|
|
$
|
8,456
|
|
|
6.6
|
%
|
|
$
|
15,846
|
|
|
$
|
2,485
|
|
|
$
|
7,971
|
|
|
$
|
8,796
|
|
|
$
|
—
|
|
|
$
|
16,577
|
|
|
$
|
160,957
|
|
|
$
|
156,542
|
|
|
$
|
4,415
|
|
|
2.8
|
%
|
Real estate expenses
|
47,118
|
|
|
46,529
|
|
|
589
|
|
|
1.3
|
%
|
|
6,144
|
|
|
868
|
|
|
3,292
|
|
|
3,254
|
|
|
—
|
|
|
6,258
|
|
|
56,554
|
|
|
56,909
|
|
|
(355
|
)
|
|
(0.6
|
)%
|
||||||||||||
NOI
|
$
|
90,022
|
|
|
$
|
82,155
|
|
|
$
|
7,867
|
|
|
9.6
|
%
|
|
$
|
9,702
|
|
|
$
|
1,617
|
|
|
$
|
4,679
|
|
|
$
|
5,542
|
|
|
$
|
—
|
|
|
$
|
10,319
|
|
|
$
|
104,403
|
|
|
$
|
99,633
|
|
|
$
|
4,770
|
|
|
4.8
|
%
|
Reconciliation to net income attributable to the controlling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,330
|
)
|
|
(51,199
|
)
|
|
(4,131
|
)
|
|
8.1
|
%
|
|||||||||||||||||||||||||||
Acquisition costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,178
|
)
|
|
1,178
|
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,385
|
)
|
|
(10,479
|
)
|
|
(906
|
)
|
|
8.6
|
%
|
|||||||||||||||||||||||||||
Casualty gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
676
|
|
|
(676
|
)
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
Gain on sale of real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
24,112
|
|
|
(24,112
|
)
|
|
(100.0
|
)%
|
|||||||||||||||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,458
|
)
|
|
(28,180
|
)
|
|
4,722
|
|
|
(16.8
|
)%
|
|||||||||||||||||||||||||||
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
122
|
|
|
3
|
|
|
2.5
|
%
|
|||||||||||||||||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107
|
|
|
693
|
|
|
(586
|
)
|
|
84.6
|
%
|
|||||||||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,462
|
|
|
34,200
|
|
|
(19,738
|
)
|
|
(57.7
|
)%
|
|||||||||||||||||||||||||||
Less: Net loss attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
20
|
|
|
16
|
|
|
80.0
|
%
|
|||||||||||||||||||||||||||||
Net income attributable to the controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,498
|
|
|
$
|
34,220
|
|
|
$
|
(19,722
|
)
|
|
(57.6
|
)%
|
(1)
|
Acquisitions:
|
(2)
|
Development/redevelopment properties:
|
(3)
|
Dispositions (classified as continuing operations):
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Minimum base rent
|
$
|
114,400
|
|
|
$
|
107,882
|
|
|
$
|
6,518
|
|
|
6.0
|
%
|
Recoveries from tenants
|
16,187
|
|
|
15,317
|
|
|
870
|
|
|
5.7
|
%
|
|||
Provision for doubtful accounts
|
(708
|
)
|
|
(452
|
)
|
|
(256
|
)
|
|
(56.6
|
)%
|
|||
Lease termination fees
|
1,189
|
|
|
279
|
|
|
910
|
|
|
326.2
|
%
|
|||
Parking and other tenant charges
|
6,072
|
|
|
5,658
|
|
|
414
|
|
|
7.3
|
%
|
|||
Total same-store real estate rental revenue
|
$
|
137,140
|
|
|
$
|
128,684
|
|
|
$
|
8,456
|
|
|
6.6
|
%
|
•
|
Minimum base rent
:
Increase
primarily due to higher occupancy ($6.2 million) and rental rates ($0.8 million), partially offset by higher abatements ($0.7 million).
|
•
|
Recoveries from tenants:
Increase
primarily due to higher periodic settlements of tenant recoveries ($0.8 million) and higher reimbursements for real estate taxes ($0.3 million), partially offset by lower reimbursements for current year common area maintenance expenses ($0.2 million) due to lower snow removal expenses.
|
•
|
Provision for doubtful accounts:
Increase
primarily due to higher provisions in the retail segment ($0.2 million). A portion of the higher provisions were attributable to reserves for reimbursements ($0.1 million).
|
•
|
Lease termination fees
:
Increase
primarily due to higher fees in the office segment ($0.9 million).
|
•
|
Parking and other tenant charges
:
Increase
primarily due to higher parking income ($0.3 million).
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Office
|
$
|
69,263
|
|
|
$
|
62,182
|
|
|
$
|
7,081
|
|
|
11.4
|
%
|
Multifamily
|
36,660
|
|
|
36,042
|
|
|
618
|
|
|
1.7
|
%
|
|||
Retail
|
31,217
|
|
|
30,460
|
|
|
757
|
|
|
2.5
|
%
|
|||
Total same-store real estate rental revenue
|
$
|
137,140
|
|
|
$
|
128,684
|
|
|
$
|
8,456
|
|
|
6.6
|
%
|
•
|
Office
:
Increase
primarily due to higher occupancy ($5.7 million), lease termination fees ($0.9 million), periodic settlements of tenant recoveries ($0.5 million), rental rates ($0.3 million) and parking income ($0.2 million) and lower amortization of intangible lease assets ($0.2 million), partially offset by higher rent abatements ($1.0 million).
|
•
|
Multifamily
:
Increase
primarily due to higher rental rates ($0.5 million) and occupancy ($0.1 million).
|
•
|
Retail
:
Increase
primarily due to higher periodic settlements of tenant recoveries ($0.5 million), occupancy ($0.4 million) and rental rates ($0.2 million), partially offset by higher provisions for bad debt ($0.2 million) and lower percentage rent ($0.2 million).
|
|
Square Feet
(in thousands)
|
|
Average Rental Rate
(per square foot)
|
|
% Rental Rate Increase
|
|
Leasing Costs
(1)
(per square foot) |
|
Free Rent (weighted average months)
|
|
Retention Rate
|
||||||||
Office
|
355
|
|
|
$
|
41.75
|
|
|
5.1
|
%
|
|
$
|
87.89
|
|
|
11.2
|
|
|
67.9
|
%
|
Retail
|
208
|
|
|
29.26
|
|
|
21.0
|
%
|
|
14.60
|
|
|
1.5
|
|
|
63.9
|
%
|
||
Total
|
563
|
|
|
37.20
|
|
|
9.2
|
%
|
|
60.80
|
|
|
8.3
|
|
|
66.1
|
%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Office
|
$
|
25,476
|
|
|
$
|
24,157
|
|
|
$
|
1,319
|
|
|
5.5
|
%
|
Multifamily
|
14,182
|
|
|
14,282
|
|
|
(100
|
)
|
|
(0.7
|
)%
|
|||
Retail
|
7,460
|
|
|
8,090
|
|
|
(630
|
)
|
|
(7.8
|
)%
|
|||
Total same-store real estate expenses
|
$
|
47,118
|
|
|
$
|
46,529
|
|
|
$
|
589
|
|
|
1.3
|
%
|
•
|
Office
:
Increase
primarily due to higher real estate tax ($0.5 million), administrative ($0.3 million), custodial ($0.2 million) and repairs and maintenance ($0.1 million) expenses.
|
•
|
Multifamily
:
Decrease
primarily due to lower utilities ($0.2 million) and snow removal ($0.1 million) expenses, partially offset by higher real estate taxes ($0.2 million).
|
•
|
Retail
:
Decrease
primarily due to lower snow removal ($0.3 million), bad debt ($0.3 million), utilities ($0.1 million) and legal ($0.1 million) expenses, partially offset by higher real estate taxes ($0.3 million).
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
Debt Type
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Notes payable
|
$
|
18,596
|
|
|
$
|
16,582
|
|
|
$
|
2,014
|
|
|
12.1
|
%
|
Mortgage notes payable
|
2,488
|
|
|
9,209
|
|
|
(6,721
|
)
|
|
(73.0
|
)%
|
|||
Lines of credit
|
2,819
|
|
|
2,677
|
|
|
142
|
|
|
5.3
|
%
|
|||
Capitalized interest
|
(445
|
)
|
|
(288
|
)
|
|
(157
|
)
|
|
54.5
|
%
|
|||
Total
|
$
|
23,458
|
|
|
$
|
28,180
|
|
|
$
|
(4,722
|
)
|
|
(16.8
|
)%
|
•
|
Notes payable
:
Increase
primarily due to executing the $150.0 million term loan in 2016, which has a floating interest rate effectively fixed at 2.9% by interest rate swaps. We borrowed $100.0 million on the term loan in the fourth quarter of 2016, and borrowed the remaining $50.0 million during the first quarter of 2017.
|
•
|
Mortgage notes payable
:
Decrease
primarily due to the repayment of the mortgage notes secured by John Marshall II, 3801 Connecticut Avenue, Bethesda Hill Apartments, Walker House Apartments, 2445 M Street and the Army Navy Building in 2017 and 2016.
|
•
|
Lines of credit
:
Increase
primarily due to a weighted average interest rate of 1.9% during the
2017
Period, as compared to 1.5% during the
2016
Period.
|
•
|
Capitalized interest
:
Increase
primarily due to capitalization of interest on spending related to the Trove, the multifamily development adjacent to The Wellington.
|
•
|
Funding dividends and distributions to our shareholders;
|
•
|
$49.6 million to repay a secured note during the first quarter of 2017;
|
•
|
Approximately $80 - $85 million to invest in our existing portfolio of operating assets, including approximately $35 - $40 million to fund tenant-related capital requirements and leasing commissions;
|
•
|
Approximately $30 - $35 million to invest in our development and redevelopment projects; and
|
•
|
Funding for potential property acquisitions during 2017, offset by proceeds from potential property dispositions.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Mortgage notes payable
|
$
|
93,410
|
|
|
$
|
144,485
|
|
Lines of credit
|
228,000
|
|
|
120,000
|
|
||
Notes payable
|
900,000
|
|
|
850,000
|
|
||
|
1,221,410
|
|
|
1,114,485
|
|
||
Premiums and discounts, net
|
2,052
|
|
|
2,383
|
|
||
Debt issuance costs, net
|
(4,765
|
)
|
|
(5,244
|
)
|
||
Total
|
$
|
1,218,697
|
|
|
$
|
1,111,624
|
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||||||||||
Common dividends
|
$
|
23,152
|
|
|
$
|
22,147
|
|
|
$
|
1,005
|
|
|
4.5
|
%
|
|
$
|
68,173
|
|
|
$
|
63,284
|
|
|
$
|
4,889
|
|
|
7.7
|
%
|
Distributions to noncontrolling interests
|
23
|
|
|
19
|
|
|
4
|
|
|
21.1
|
%
|
|
59
|
|
|
110
|
|
|
(51
|
)
|
|
(46.4
|
)%
|
||||||
|
$
|
23,175
|
|
|
$
|
22,166
|
|
|
$
|
1,009
|
|
|
4.6
|
%
|
|
$
|
68,232
|
|
|
$
|
63,394
|
|
|
$
|
4,838
|
|
|
7.6
|
%
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Net cash provided by operating activities
|
$
|
65,350
|
|
|
$
|
61,263
|
|
|
$
|
4,087
|
|
|
6.7
|
%
|
Net cash used in investing activities
|
(166,913
|
)
|
|
(139,411
|
)
|
|
(27,502
|
)
|
|
(19.7
|
)%
|
|||
Net cash provided by financing activities
|
103,495
|
|
|
76,702
|
|
|
26,793
|
|
|
(34.9
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
7,847
|
|
|
$
|
31,821
|
|
|
$
|
14,462
|
|
|
$
|
34,200
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
29,261
|
|
|
25,161
|
|
|
55,330
|
|
|
51,199
|
|
||||
Net gain on sale of depreciable real estate
|
—
|
|
|
(24,112
|
)
|
|
—
|
|
|
(24,112
|
)
|
||||
NAREIT FFO
|
$
|
37,108
|
|
|
$
|
32,870
|
|
|
$
|
69,792
|
|
|
$
|
61,287
|
|
Notional Amount
|
|
|
|
Floating Index Rate
|
|
|
|
|
|
Fair Value as of:
|
||||||||
|
Fixed Rate
|
|
|
Effective Date
|
|
Expiration Date
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
$
|
75,000
|
|
|
1.6190%
|
|
One-Month LIBOR
|
|
10/15/2015
|
|
3/15/2021
|
|
$
|
303
|
|
|
$
|
224
|
|
75,000
|
|
|
1.6260%
|
|
One-Month LIBOR
|
|
10/15/2015
|
|
3/15/2021
|
|
275
|
|
|
193
|
|
|||
100,000
|
|
|
1.2050%
|
|
One-Month LIBOR
|
|
3/31/2017
|
|
7/21/2023
|
|
4,168
|
|
|
4,775
|
|
|||
50,000
|
|
|
1.2075%
|
|
One-Month LIBOR
|
|
3/31/2017
|
|
7/21/2023
|
|
2,111
|
|
|
2,419
|
|
|||
$
|
300,000
|
|
|
|
|
|
|
|
|
|
|
$
|
6,857
|
|
|
$
|
7,611
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
Exhibit Description
|
|
Form
|
|
File
Number
|
|
Exhibit
|
|
Filing Date
|
|
Filed
Herewith
|
3.1
|
|
8-K
|
|
001-06622
|
|
3.1
|
|
6/7/2017
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
X
|
|
10.1*
|
|
|
|
|
|
|
|
|
|
X
|
|
12
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
X
|
|
31.3
|
|
|
|
|
|
|
|
|
|
X
|
|
32
|
|
|
|
|
|
|
|
|
|
X
|
|
101
|
The following materials from our Quarterly Report on Form 10–Q for the quarter ended June 30, 2017 formatted in eXtensible Business Reporting Language (“XBRL”): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes to these consolidated financial statements
|
|
|
|
|
|
|
|
|
|
X
|
WASHINGTON REAL ESTATE INVESTMENT TRUST
|
||
|
|
|
|
|
/s/ Paul T. McDermott
|
|
|
Paul T. McDermott
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Stephen E. Riffee
|
|
|
Stephen E. Riffee
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
/s/ W. Drew Hammond
|
|
|
W. Drew Hammond
|
|
|
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
|
EMPLOYEE
|
|
WASHINGTON REAL ESTATE
|
|
|
|
INVESTMENT TRUST
|
|
|
|
|
|
/s/ Taryn D. Fielder
|
|
By:
|
/s/ Paul T. McDermott
|
Print Name: Taryn D. Fielder
|
|
Name & Title: Paul T. McDermott, President & CEO
|
|
Date: July 21, 2017
|
|
Date: July 21, 2017
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Net income
|
$
|
7,847
|
|
|
$
|
31,821
|
|
|
$
|
14,462
|
|
|
$
|
34,200
|
|
|
Additions:
|
|
|
|
|
|
|
|
|
||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
12,053
|
|
|
13,820
|
|
|
23,458
|
|
|
28,180
|
|
|
||||
Capitalized interest
|
229
|
|
|
165
|
|
|
445
|
|
|
288
|
|
|
||||
|
12,282
|
|
|
13,985
|
|
|
23,903
|
|
|
28,468
|
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
|
||||||||
Capitalized interest
|
(229
|
)
|
|
(165
|
)
|
|
(445
|
)
|
|
(288
|
)
|
|
||||
Net loss attributable to noncontrolling interests
|
17
|
|
|
15
|
|
|
36
|
|
|
20
|
|
|
||||
Adjusted earnings
|
19,917
|
|
|
45,656
|
|
|
37,956
|
|
|
62,400
|
|
|
||||
Fixed charges (from above)
|
$
|
12,282
|
|
|
$
|
13,985
|
|
|
$
|
23,903
|
|
|
$
|
28,468
|
|
|
Ratio of earnings to fixed charges
|
1.62
|
|
|
3.26
|
|
(1)
|
1.59
|
|
|
2.19
|
|
(1)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Washington Real Estate Investment Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
DATE:
|
July 31, 2017
|
|
/s/ Paul T. McDermott
|
|
|
|
Paul T. McDermott
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Washington Real Estate Investment Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
DATE:
|
July 31, 2017
|
|
/s/ Stephen E. Riffee
|
|
|
|
Stephen E. Riffee
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Washington Real Estate Investment Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
DATE:
|
July 31, 2017
|
|
/s/ W. Drew Hammond
|
|
|
|
W. Drew Hammond
|
|
|
|
Vice President
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
(a)
|
the Quarterly Report on Form 10-Q for the quarter ended
June 30, 2017
filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Washington REIT.
|
DATE:
|
July 31, 2017
|
|
/s/ Paul T. McDermott
|
|
|
|
Paul T. McDermott
|
|
|
|
Chief Executive Officer
|
|
|
|
|
DATE:
|
July 31, 2017
|
|
/s/ Stephen E. Riffee
|
|
|
|
Stephen E. Riffee
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
DATE:
|
July 31, 2017
|
|
/s/ W. Drew Hammond
|
|
|
|
W. Drew Hammond
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|