Arlington, VA
Arlington Tower
In January 2018, WashREIT acquired Arlington Tower, a 391,000 square
foot, Class A office building located in the heart of the Rosslyn submarket
in Arlington, VA, for $250 million. Built in 1980 and extensively renovated
in the past five years with capital improvements of approximately $18
million, this 19-story office building sits near the Potomac River with
panoramic river and monument views. Located at 1300 17th Street,
two blocks from the Rosslyn Metro station, Arlington Tower has a
Walk Score® of 95 and offers immediate commuter access to
Interstate 66, Route 50 and the George Washington Parkway.
Following the acquisition of Watergate 600, Arlington Tower
enables WashREIT to offer prospective tenants another option
with spectacular views at a meaningfully different price point,
and to create a compelling value proposition for small and
mid-size tenants in a resurging Rosslyn, where the Company
has successfully repositioned and leased another office
asset, 1600 Wilson.
COVER: Arlington Tower, Arlington VA
Creating value requires
differentiation.
All markets—even those as competitive as the
Washington Metro real estate market—have gaps
between tenants’ and renters’ needs and the existing
real estate supply’s ability to meet those needs.
While identifying and bridging these gaps generates
above-market risk-adjusted returns, success depends
upon creating a differentiated product supported by a
differentiated strategy, well ahead of the competition.
From a landlord, it requires the vision and leadership to
define different.
In 2018, WashREIT defined different in Washington Metro
office. After four years of testing prototypes, gathering
data and building a deep knowledge base, we launched
Space+, a flexible office program designed to meet office
tenants’ increasing need for speed to market, flexibility
and competitive amenities.
Space+ is well-differentiated from the vast number of
co-working options currently available in the market. It
emphasizes corporate identity in a manner that is not
readily achievable in co-working spaces. Whether the
suite surrounds a shared common space or is a
completely private office, Space+ uses creative design to
help companies prioritize their own brand, culture and
customer experience. While priced at a premium to
traditional leases, Space+ leases are at a meaningful
discount to co-working and provide a more flexible space
option to small and mid-size users in our market.
When we acquired Arlington Tower in Rosslyn, VA in
January 2018, we knew Space+ would be an excellent
lease-up strategy for the vacancy expected in early 2019.
Demand for flexible office space is rapidly growing in the
Washington Metro region and particularly in submarkets
such as Rosslyn, where a significant portion of the tenant
base is made up of federal-budget dependent
government contractors and their vendor ecosystems.
Many of these contractors have been awarded new
contracts or spending increases on existing contracts
following the passage of the fiscal year 2019 spending
bill in October 2018, fueling demand for space that is
available very quickly, with flexible terms and
competitive amenities. The region’s protracted
Paul T. McDermott
permitting process, however, makes it difficult for
landlords’ to accommodate this near-term demand for
space. Without a pre-built program, the fastest a tenant
can achieve move-in is approximately six to eight
months, which is less than ideal for existing or
prospective tenants with immediate space requirements.
As a result, we have already achieved excellent results
with our Space+ leasing strategy at Arlington Tower. We
delivered one floor of collaborative, furnished suites
within the Space+ program from December 2018 through
January 2019. As of March 31, 2019, we had leases or
letters of intent for approximately 90% of the floor at
weighted average rents that are meaningfully higher than
the market rent for traditional leases, with a weighted
average term of three and a half years.
Although Space+ is likely to be our fastest-leasing office
product, the program is currently only 3.5% of total office
square footage and is expected to stabilize at
approximately 5%. While we expect the majority of our
commercial cash flows to continue to have long
durations, having a small flexible space component in
the office portfolio enables us to capitalize on the
growing demand for flexible space, both from tenants
graduating from co-working and existing long-term
tenants who regard move-in ready flexible space to be a
key amenity for their near-term expansion needs.
Arlington, VA
The Trove
The Trove is a ground-up development of 401 units
located onsite at The Wellington, a value-add Class B
multifamily asset acquired in July 2015. The Trove
provides WashREIT the opportunity to grow density
at the eastern end of Columbia Pike in South
Arlington, a submarket with limited new supply. It
will also provide the Company with the opportunity
to offer multiple price points within a single
apartment community thereby increasing existing
tenant retention as well as prospective tenant
conversion. WashREIT broke ground on this project
in 2017 and expects to deliver the first phase of units
by the fourth quarter of 2019.
In multifamily, WashREIT has been defining different since
2015. Rental housing in the Washington Metro region costs
nearly 70% more than the U.S. average and the region’s cost
of living is the third highest among the 15 largest
metropolitan areas according to the U.S. Bureau of
Economic Analysis. Although the region has been adding
record levels of Class A multifamily supply, there continues
to be a dearth of well-located, value-oriented Class B rental
housing options. WashREIT’s investment in existing Class B
multifamily assets enables us to gain exposure to an asset
type with minimal new supply and growing demand. Our
research shows that the weighted average salary for new
jobs added in the Washington Metro region in 2018 was at
levels that made Class B rental housing a better option for
the potential new demand, assuming an average rent to
income ratio, than Class A rental housing.
We have achieved strong, risk-adjusted growth with our
strategy to invest in Class B multifamily product in
submarkets with a wider than average gap between Class B
and Class A rents. This “Affordability Gap” strategy allows us
to improve B units with modest renovations and raise rents
to levels that generate higher returns for our shareholders
while remaining well below Class A rents. On average, our
unit renovation programs have generated a return on cost in
the mid-teens. Almost 80% of WashREIT’s multifamily
portfolio is value-oriented. With over 450 units left to
renovate at year-end 2018 at two of our largest value-add
multifamily assets, The Wellington and Riverside
Apartments, we believe our multifamily portfolio’s rental
growth prospects remain strong.
Overall, WashREIT delivered another year of solid
operational performance in 2018. The same-store
portfolio’s Net Operating Income (NOI) grew by 3.1%
year-over-year, driven by approximately 4.5% office,
3.3% multifamily and 0.7% retail year-over-year growth.
Our strategic capital allocation in 2018 focused on
recalibrating the office portfolio away from lower-quality
office assets with single-tenant exposure and toward
high-quality, amenity-rich office assets with diversified
tenant bases. We upgraded our Northern Virginia office
portfolio with the sale of Braddock Metro Center in
Alexandria and the acquisition of Arlington Tower in
Rosslyn. We continued to upgrade our Washington, DC
office portfolio with the sale of 2445 M Street in the West
End, having acquired Watergate 600 on the DC
waterfront in 2017. We recently signed a 51,000 square
foot lease for the top two floors of Watergate 600 with a
leading global energy and infrastructure capital provider
for a term of 17 years and eight months. We are pleased
to have created value at Watergate 600 by effectively
repositioning the asset and re-leasing the majority of its
2019 expirations ahead of schedule and at rents that are
better than our underwriting
In 2018, our retail portfolio achieved a 95% tenant
retention rate driven by our proactive approach to
retention and tenants exercising early renewal options, a
trend that we believe will continue in 2019. We began
2019 at lease or letter of intent for approximately 114,000
square feet of retail vacancies that are expected to
commence by early 2020. We have made substantial
progress on some of our most challenging vacancies and
are pleased to be re-stabilizing the retail portfolio’s cash
flows.
In addition to solid internal growth, we achieved a Core
Funds Available for Distribution, or Core FAD, payout
ratio of 78.4% in 2018, which was stronger than the 80%
ratio targeted at the beginning of the year and reflects
continued cash flow improvement. We strengthened our
balance sheet by refinancing pre-payable maturing
secured debt and raising approximately $36.3 million of
gross proceeds at an average share price of $31.18
through the Company’s At-the-Market (ATM) program,
providing us the flexibility to realize development and
redevelopment plans. We ended 2018 with a
conservative net debt to adjusted EBITDA ratio of 6.2
times.
NW, Washington, DC
Watergate 600
In April 2017, WashREIT acquired Watergate 600, a 300,000
square foot iconic office asset on the Potomac riverfront in
Washington, DC for approximately $135 million. WashREIT
has created value for its shareholders through the effective
repositioning of this iconic asset and the re-leasing of the
top two floors of the building to a leading global energy
and infrastructure capital provider. This lease and the
22,000 square feet of other leases executed thus far at
Watergate 600 validate WashREIT’s acquisition thesis on
office tenants being drawn to the asset’s iconic status
and unparalleled waterfront views.
Watergate 600 is located within the internationally
recognized Watergate complex and 0.3 miles from
Metro’s Foggy Bottom station with instant
commuter access to Interstate 66 and Rock Creek
Parkway. The acquisition exemplifies WashREIT’s
office strategy of acquiring strategically located,
urban, metro-centric assets that further
increase its footprint within prime locations in
the Washington Metro region.
To conclude, by defining different in 2018, we have established a solid strategic foundation to drive our commercial
leasing performance in 2019 and beyond. We are excited about the growth represented by our multiple commercial
lease-up opportunities as well as our well-positioned, value-add multifamily portfolio and feel confident in our ability
to continue to create long-term value for our shareholders.
Paul T. McDermott
Chairman & CEO
WashREIT Portfolio
Sustainability
In 2018, WashREIT announced the establishment of
long-term energy and carbon reduction targets. The
Company aims to reduce energy consumption and
greenhouse gas emissions 20% by 2025. WashREIT has
previously established annual property level goals, but
recognizes that making a durable, portfolio-wide
commitment creates additional value through scale,
strategy and collaboration. The Company believes
energy conservation, healthy indoor environments, as
well as sustainable operations and development
support long-term shareholder value. WashREIT is
committed to establishing the highest environmental,
social and governance standards demonstrated by our
achievement of GRESB Green Star designation for the
past three years. Learn more about WashREIT’s
sustainability program here.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM 10-K
___________________________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
COMMISSION FILE NO. 001-06622
___________________________________________________
WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
___________________________________________________
MARYLAND
(State of incorporation)
53-0261100
(IRS Employer Identification Number)
1775 EYE STREET, NW, SUITE 1000, WASHINGTON, DC 20006
(Address of principal executive office) (Zip code)
Registrant’s telephone number, including area code: (202) 774-3200
___________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Shares of Beneficial Interest
Name of exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES
NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days. YES
NO
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES
NO
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
As of June 29, 2018, the aggregate market value of such shares held by non-affiliates of the registrant was $2,365,862,442 (based on
the closing price of the stock on June 29, 2018).
As of February 14, 2019, 79,934,363 common shares were outstanding.
___________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our definitive Proxy Statement relating to the 2019 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission, are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
PART I
PART II
PART III
PART IV
WASHINGTON REAL ESTATE INVESTMENT TRUST
2018 FORM 10-K ANNUAL REPORT
INDEX
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Qualitative and Quantitative Disclosures about Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
3
Page
4
8
25
26
27
27
28
29
30
51
52
52
52
52
53
53
53
53
53
54
56
57
ITEM 1: BUSINESS
Washington REIT Overview
PART I
Washington Real Estate Investment Trust (“Washington REIT”) is a self-administered equity real estate investment trust (“REIT”),
successor to a trust organized in 1960. Our business consists of the ownership and operation of income-producing real property
in the greater Washington metro region. We own a diversified portfolio of office buildings, multifamily buildings and retail centers.
Our current strategy is to generate returns and maximize shareholder value through proactive asset management and prudent capital
allocation decisions. Consistent with this strategy, we invest in additional income-producing properties through acquisitions,
development and redevelopment. We invest in properties where we believe we will be able to improve the operating results and
increase the value of the property. We focus on properties inside the Washington metro region’s Beltway, near major transportation
nodes and in areas with strong employment drivers and superior growth demographics. We will seek to continue to upgrade our
portfolio as opportunities arise, funding development and acquisitions with a combination of cash, equity, debt and proceeds from
property sales.
While we have historically focused most of our investments in the greater Washington metro region, in order to maximize acquisition
opportunities we also may consider opportunities to replicate our strategy in other geographic markets which meet the criteria
described above.
All of our officers and employees live and work in or near the greater Washington metro region.
Our Regional Economy and Real Estate Markets
The Washington metro region experienced strong job growth during 2018 with approximately 60,700 net job additions, according
to Delta Associates / Transwestern Commercial Services (“Delta”), a national full service real estate firm that provides market
research and evaluation services for commercial property. This job growth is higher than the region's 20-year annual average of
43,300 new jobs, with growth in the private sector partially offset by net job losses of 5,400 within the Federal government. Current
estimates by Delta indicate that the region's unemployment rate was 3.2% as of October 2018, a decrease from the prior year and
lower than the national average of 3.5%. Delta expects the job growth in the Washington metro region to continue in 2019 due to
strong consumer spending and higher corporate profits in the private sector, partially offset by public sector uncertainty. Certain
market statistics and information from several third party providers for the Washington metro region are set forth below:
Office
Average asking rent per square foot
Total vacancy rate at year end
Net absorption (in millions of square feet) (1)
Office space under construction at year end (in millions of square feet)
2018
2017
$
42.07
$
16.4%
2.0
11.1
42.14
17.0%
(0.1)
11.8
Source: Jones Lang LaSalle ("JLL"), a commercial real estate services firm
(1) Net absorption is defined as the change in occupied, standing inventory from one year to the next.
According to JLL, the decrease in average asking rents in the Washington metro region was primarily due to new supply outpacing
demand. The 2018 total vacancy rate is lower than the prior year, though above the national average of 14.9%. JLL projects
downward pressure on occupancy and effective rents in 2019 due to the continuing addition of new space into the region.
4
Multifamily
Increase in net effective rents (Class A and B)
Increase (decrease) in net effective rents (Class A)
Increase in net effective rents (Class B)
Stabilized vacancy rate (Class A and B)
Stabilized vacancy rate (Class A)
Stabilized vacancy rate (Class B)
New apartment deliveries (# of units)
2018
2017
2.5%
2.4%
2.6%
4.5%
4.6%
4.4%
0.7 %
(0.3)%
1.1 %
5.0 %
5.3 %
4.9 %
11,401
13,618
Source: RealPage Investment Analytics, a commercial real estate management software company that provides market research
According to RealPage Investment Analytics, the multifamily real estate market's low vacancy rate reflects the region's strong
demand, though the large deliveries of new supply has kept rental rate growth below the national average. New apartment deliveries
are projected to increase to approximately 17,500 units in 2019, which is expected to negatively impact occupancy and suppress
rental rate growth, particularly for Class A properties.
Retail
Increase in rental rates at neighborhood centers
Vacancy at neighborhood centers at year-end
Net absorption (in millions of square feet)
Source: CoStar, a provider of real estate market research and analytics
2018
2017
5.6%
5.5%
0.3
3.0%
5.6%
(0.3)
The retail real estate market in the Washington metro region was steady in 2018, with higher rental rates, lower vacancy and
positive absorption. CoStar projects strong demand for retail space in the region to continue in 2019 due to increasing average
household income in the Washington metro region.
Our Portfolio
As of December 31, 2018, we owned a diversified portfolio of 48 properties, totaling approximately 6.1 million square feet of
commercial space and 4,268 residential units, and land held for development. These 48 properties consist of 19 office properties,
13 multifamily properties and 16 retail centers. The percentage of total real estate rental revenue by segment for the years ended
December 31, 2018, 2017 and 2016, and the percent leased as of December 31, 2018, were as follows:
Percent Leased at
December 31, 2018(1)
94%
97%
Office
Multifamily
% of Total Real Estate Rental Revenue
2018
2017
2016
53%
28%
52%
29%
53%
27%
93%
Retail
20%
100%
(1) Calculated as the percentage of physical net rentable area leased, except for multifamily, which is calculated as the
percentage of units leased. The net rentable area leased for office and retail properties includes temporary lease agreements.
19%
100%
19%
100%
On a combined basis, our commercial portfolio (i.e., our office and retail properties) was 93%, 95% and 93% leased at December 31,
2018, 2017 and 2016, respectively.
Total real estate rental revenue for each of the three years ended December 31, 2018 was $336.9 million, $325.1 million and $313.3
million, respectively. During the three years ended December 31, 2018, we acquired two office properties and one multifamily
property (including a parcel for development) and substantially completed major construction activities at one office and one retail
redevelopment project. During that same period, we sold eight office properties, one multifamily property and interests in land
held for development. See note 14 to the consolidated financial statements for further discussion of our operating results by
segment.
5
The commercial lease expirations for the next ten years and thereafter are as follows:
# of Leases
Square Feet
Gross Annual Rent
(in thousands)
Percentage of Total
Gross Annual Rent
Office:
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Thereafter
Total
Retail:
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Thereafter
Total
77
56
52
44
50
51
32
27
27
14
13
443
30
38
27
47
48
34
21
17
14
8
11
295
486,722
457,135
276,533
444,473
320,676
288,664
218,355
397,695
299,739
138,489
131,228
3,459,709
99,455
379,653
233,161
303,629
405,193
263,086
130,389
136,245
95,879
28,910
39,340
2,114,940
$
$
$
$
19,784
21,727
11,296
20,768
15,857
15,317
11,216
16,652
18,960
8,564
9,157
169,298
2,975
6,767
4,301
8,365
8,636
6,933
3,461
4,877
3,398
2,035
3,169
54,917
12%
13%
7%
12%
9%
9%
7%
10%
11%
5%
5%
100%
5%
12%
8%
15%
16%
13%
6%
9%
6%
4%
6%
100%
Approximately one quarter of the leases in the office segment (as measured by gross annual rents) are scheduled to expire over
the next two years. Arlington Tower and Watergate 600 account for a significant portion of these office lease expirations. We were
aware of these expirations at the time of acquisition and are engaged in ongoing efforts to address these expirations.
According to Delta, the professional/business services and government sectors constituted over 40% of payroll jobs in the
Washington metro area at the end of 2018. Due to our geographic concentration in the Washington metro area, a significant number
of our tenants have historically been concentrated in the professional/business services and government sectors, although the exact
amount will vary from time to time. As a result of this concentration, we are susceptible to business trends (both positive and
negative) that affect the outlook for these sectors.
No single tenant accounted for more than 5% of real estate rental revenue in 2018, 2017 or 2016. All federal government tenants
in the aggregate accounted for less than 1% of our real estate rental revenue in 2018.
6
Our ten largest tenants, in terms of real estate rental revenue for 2018, are as follows:
1. World Bank
2. Booz Allen Hamilton, Inc.
3. Atlantic Media, Inc.
4. Capital One
5. Blank Rome LLP
6. Morgan Stanley Smith Barney Financing
7. Epstein, Becker & Green, P.C.
8.
FBR Capital Markets & Company
9. Hughes Hubbard & Reed LLP
10. Ankura Consulting Group, LLC
We enter into arrangements from time to time by which various service providers conduct day-to-day property management and/
or leasing activities at our properties. Bozzuto Management Company ("Bozzuto") has been conducting property management
and leasing services at our multifamily properties since 2014. Bozzuto provides such services under individual property
management agreements for each property, each of which is separately terminable by us or Bozzuto. Although they vary by
property, on average, the fees charged by Bozzuto under each agreement are approximately 3% of revenues at each property.
We expect to continue investing in additional income-producing properties through acquisitions, development and redevelopment.
We invest in properties where we believe we will be able to improve the operating results and increase the value of the property.
Our properties typically compete for tenants with other properties on the basis of location, quality and rental rates.
We make capital improvements to our properties on an ongoing basis for the purpose of maintaining and increasing their value
and income. Major improvements and/or renovations to the properties during the three years ended December 31, 2018 are discussed
in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading “Capital
Improvements and Development Costs.”
Further description of the property groups is contained in Item 2, Properties, and Note 14 to the consolidated financial statements,
Segment Information, and in Schedule III. Reference is also made to Item 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
On February 14, 2019, we had 149 employees including 70 persons engaged in property management functions and 79 persons
engaged in corporate, financial, leasing, asset management and other functions.
REIT Tax Status
We believe that we qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"),
and intend to continue to qualify as such. To maintain our status as a REIT, we are among other things required to distribute 90%
of our REIT taxable income (determined before the deduction for dividends paid and excluding net capital gains), to our shareholders
on an annual basis. When selling a property, we generally have the option of (a) reinvesting the sales proceeds of property sold,
in a way that allows us to defer recognition of some or all of the taxable gain realized on the sale, (b) distributing gains to the
shareholders with no tax to us or (c) treating net long-term capital gains as having been distributed to our shareholders, paying
the tax on the gain deemed distributed and allocating the tax paid as a credit to our shareholders.
Generally, and subject to our ongoing qualification as a REIT, no provisions for income taxes are necessary except for taxes on
undistributed taxable income and taxes on the income generated by our taxable REIT subsidiaries (“TRSs”). Our TRSs are subject
to corporate U.S. federal, state and local income tax on their taxable income at regular statutory rates (see note 1 to the consolidated
financial statements for further disclosure).
Availability of Reports
Copies of this Annual Report on Form 10-K, as well as our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
any amendments to such reports are available, free of charge, on the Internet on our website www.washreit.com. All required
reports are made available on the website as soon as reasonably practicable after they are electronically filed with or furnished to
the Securities and Exchange Commission. The reference to our website address does not constitute incorporation by reference of
7
the information contained in the website and such information should not be considered part of this document.
The Securities and Exchange Commission maintains a website (http://www.sec.gov) that contains reports, proxy statements,
information statements, and other information regarding issuers that file electronically with Securities and Exchange Commission.
ITEM 1A: RISK FACTORS
Set forth below are the risks that we believe are material to our shareholders. We refer to the shares of beneficial interest in
Washington REIT as our “common shares,” and the investors who own shares as our “shareholders.” This section includes or
refers to certain forward-looking statements. You should refer to the explanation of the qualifications and limitations on such
forward-looking statements beginning on page 47.
Risks Related to our Business and Operations
Our performance and value are subject to risks associated with our real estate assets and with the real estate industry, which
could adversely affect our cash flow and ability to pay distributions to our shareholders.
Our financial performance and the value of our real estate assets are subject to the risk that if our office, retail and multifamily
properties do not generate revenues sufficient to meet our operating expenses, debt service and capital expenditures, our cash flow
and ability to pay distributions to our shareholders will be adversely affected. The following factors, among others, may adversely
affect the cash flow generated by our commercial and multifamily properties:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
downturns in the national, regional and local economic climate;
declines in the financial condition of our tenants;
declines in consumer confidence, unemployment rates and consumer tastes and preferences;
significant job losses in the professional/business services industries or government;
competition from similar asset type properties;
the inability or unwillingness of our tenants to pay rent increases;
changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent and tenant
improvement allowances;
local real estate market conditions, such as oversupply or reduction in demand for office, retail and multifamily
properties;
changes in interest rates and availability of financing;
increased operating costs, including insurance premiums, utilities and real estate taxes;
vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;
inflation;
civil disturbances, earthquakes and other natural disasters, terrorist acts or acts of war; and
decreases in the underlying value of our real estate.
We are dependent upon the economic and regulatory climate of the Washington metropolitan region, which may impact our
profitability.
All of the properties in our portfolio are located in the Washington metro region and such concentration may expose us to a greater
amount of market dependent risk than if we were geographically diverse. General economic conditions and local real estate
conditions in the Washington metro region are dependent upon various industries that are predominant in our area (such as
government and professional/business services). A downturn in one or more of these industries may have a particularly strong
effect on the economic climate of our region. Additionally, we are susceptible to adverse developments in the Washington D.C.
regulatory environment, such as increases in real estate and other taxes, the costs of complying with governmental regulations or
increased regulations and actual or threatened reductions in federal government spending and/or changes to the timing of
government spending, as has occurred during recent federal government shutdowns. In the event of negative economic and/or
regulatory changes in our region, we may experience a negative impact to our profitability and may be limited in our ability to
meet our financial obligations when due and/or make distributions to our shareholders.
We face potential difficulties or delays renewing leases or re-leasing space which could impact our financial condition and
ability to make distributions.
Difficulties or delays renewing leases or releasing space could impact our financial condition and ability to make distributions.
We derive substantially all of our income from rent received from tenants. If our tenants decide not to renew their leases, we may
not be able to re-lease the space. If tenants decide to renew their leases, the terms of renewals, including the cost of required
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improvement allowances or concessions, may be less favorable than current lease terms. If the rental rates of our properties
decrease, our existing tenants do not renew their leases (refer to the list of our ten largest tenants as of December 31, 2018 on page
7) or we do not re-lease a significant portion of our available and soon-to-be-available space, our financial condition, results of
operations, cash flow and our ability to satisfy our principal and interest obligations and to make distributions to our shareholders
could be adversely affected.
As of December 31, 2018, the percentage of leased square footage of our commercial properties will expire as set forth in the
lease expiration tables on page 6. Multifamily properties are leased under operating leases with terms of generally one year or
less. For each the three years ended December 31, 2018, 2017 and 2016, the multifamily tenant retention rate was 55%, 59% and
63%, respectively.
Real estate investments are illiquid, and we may not be able to sell our properties on a timely basis when we determine it is
appropriate to do so which could negatively impact our profitability.
Real estate investments can be difficult to sell and convert to cash quickly, especially if market conditions are not favorable. Such
illiquidity could limit our ability to quickly change our portfolio of properties in response to changes in economic or other conditions.
Moreover, the tax laws applicable to REITs require that we hold our properties for investment, rather than primarily for sale in
the ordinary course of business, which may cause us to forego or defer property sales that otherwise would be in our best interest.
Due to these factors, we may be unable to sell a property at an advantageous time which could negatively impact our profitability.
We may not be able to control our operating expenses or our operating expenses may remain constant or increase, even if our
revenues do not increase, causing our financial condition, results of operations, cash flow, per share trading price of our
common shares and ability to make distributions to our shareholders to be adversely affected.
Operating expenses associated with owning a property include real estate taxes, insurance, loan payments, maintenance, repair
and renovation costs, the cost of compliance with governmental regulation (including zoning) and the potential for liability under
applicable laws. If our operating expenses increase, our results of operations may be adversely affected. Moreover, operating
expenses are not necessarily reduced when circumstances such as market factors, competition or reduced occupancy cause a
reduction in revenues from the property. As a result, if revenues decline, we may not be able to reduce our operating expenses
associated with the property. If we are unable to control or adjust our operating expenses accordingly, our financial condition,
results of operations, cash flow, per share trading price of our common shares and ability to make distributions to our shareholders
may be adversely affected.
We may be adversely affected by any significant reductions in federal government spending or actual or threatened changes
to the timing of federal government spending, which could have an adverse effect on our financial condition and results of
operations.
As a REIT focused on the Washington metro region, a significant portion of our properties is occupied by tenants that directly or
indirectly serve the U. S. Government as federal contractors or otherwise. A significant reduction in federal government spending,
particularly a sudden decrease due to a sequestration process, such as occurred in recent years, or due to extended uncertainty in
the political climate in a way that affects the federal appropriations process by decreasing, delaying or making uncertain the results,
stability and timing of federal appropriations, could adversely affect the ability of these tenants to fulfill lease obligations or
decrease the likelihood that they will renew their leases with us. Further, economic conditions in the Washington metro region are
significantly dependent upon the level of federal government spending in the region as a whole. In the event of an actual or
anticipated significant reduction in federal government spending or change in the timing of federal government spending, there
could be negative economic changes in our region, which could adversely impact the ability of our tenants to meet their financial
obligations under our leases or the likelihood of their lease renewals. As a result, if such a reduction in federal government spending
or actual or threatened change to the timing of federal government spending were to occur or be anticipated for an extended period,
we could experience an adverse effect on our financial condition, results of operations, cash flows and ability to make distributions
to our shareholders.
We face risks associated with property development/redevelopment.
We may, from time to time, engage in development and redevelopment activities, some of which may be significant. Developing
or redeveloping properties presents a number of risks for us, including risks that:
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if we are unable to obtain all necessary zoning and other required governmental permits and authorizations or cease
development of the project for any other reason, the development opportunity may be abandoned or postponed after
expending significant resources, resulting in the loss of deposits or failure to recover expenses already incurred;
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the development and construction costs of the project may exceed original estimates due to increased interest rates and
increased cost of materials, labor, leasing or other expenditures, which could make the completion of the project less
profitable because market rents may not increase sufficiently to compensate for the increase in construction costs;
construction and/or permanent financing may not be available on favorable terms or may not be available at all, which
may cause the cost of the project to increase and lower the expected return;
the project may not be completed on schedule, or at all, as a result of a variety of factors, many of which are beyond our
control, such as weather, labor conditions and material shortages, which would result in increases in construction costs
and debt service expenses;
the time between commencement of a development project and the stabilization of the completed property exposes us to
risks associated with fluctuations in local and regional economic conditions;
occupancy rates and rents at the completed property may not meet the expected levels and could be insufficient to make
the property profitable; and
there may not be sufficient development opportunities available.
Properties developed or acquired for development may generate little or no cash flow from the date of acquisition through the
date of completion of development. In addition, new development activities, regardless of whether or not they are ultimately
successful, may require a substantial portion of management’s time and attention.
These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion
of development activities once undertaken. Any of the foregoing could have an adverse effect on our financial condition, results
of operations or ability to satisfy our debt service obligations.
We face potential adverse effects from major tenants' bankruptcies or insolvencies which could adversely affect our cash flow
and results of operations.
The bankruptcy or insolvency of a major tenant may adversely affect the income produced by a property. We cannot evict a tenant
solely because of its bankruptcy. On the other hand, a court might authorize the tenant to reject and terminate its lease. In such
case, our claim against the bankrupt tenant for unpaid, future rent would be subject to a statutory cap that might be substantially
less than the remaining rent actually owed under the lease. As a result, our claim for unpaid rent would likely not be paid in full.
This shortfall could adversely affect our cash flow and results of operations. If a tenant experiences a downturn in its business or
other types of financial distress, it may be unable to make timely rental payments.
A shift in retail shopping from brick and mortar stores to e-commerce and any resulting decrease in size or number of retail
locations may have an adverse impact on our results of operations and our financial condition.
Our retail properties are typically grocery store-anchored neighborhood centers that include other small shop tenants or regional
power centers with several junior box tenants. Many retailers operating brick and mortar stores have made and continue to make
e-commerce sales an important piece of their business. This shift to e-commerce sales may result in a decrease in our retail tenants'
sales causing those retailers to decrease the size or number of retail locations in the future. This shift could adversely impact our
occupancy and rental rates, which would adversely affect our results of operations and our financial condition.
Increased affordability of residential homes and other competition for tenants of our multifamily properties could affect our
ability to retain current residents of our multifamily properties, attract new ones or increase or maintain rents, which could
adversely affect our results of operations and our financial condition.
Our multifamily properties compete with numerous housing alternatives in attracting residents, including owner occupied single
and multifamily homes. Competitive housing in a particular area and increased affordability of owner occupied single and
multifamily homes caused by lower housing prices, an influx of supply of such housing alternatives, attractive mortgage interest
rates and government programs to promote home ownership could adversely affect our ability to retain our current residents, attract
new ones or increase or maintain rents, which could adversely affect our results of operations and our financial condition.
We face risks associated with property acquisitions.
We may acquire properties which would increase our size and could alter our capital structure. Our acquisition activities and results
may be exposed to the following risks:
• we may have difficulty finding properties that are consistent with our strategies and that meet our standards;
• we may have difficulty negotiating with new or existing tenants;
• we may be unable to finance acquisitions on favorable terms or at all;
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the occupancy levels, lease-up timing and rental rates may not meet our expectations;
even if we enter into an acquisition agreement for a property, we may be unable to complete that acquisition after making
a non-refundable deposit and incurring certain other acquisition-related costs;
competition from other real estate investors may significantly increase the purchase price;
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• we may be unable to acquire a desired property because of competition from other real estate investors, including publicly
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traded real estate investment trusts, institutional investment funds and private investors;
even if we enter into an acquisition agreement for a property, it is subject to customary conditions to closing, including
completion of due diligence investigations which may have findings that are unacceptable;
the timing of property acquisitions may lag the timing of property dispositions, leading to periods of time where projects'
proceeds are not invested as profitably as we desire;
the acquired properties may fail to perform as we expected in analyzing our investments;
the actual returns realized on acquired properties may not exceed our cost of capital;
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• we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties,
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into our existing operations;
our estimates of capital expenditures required for an acquired property, including the costs of repositioning or redeveloping,
may be inaccurate; and
• we could experience a decline in value of the acquired assets after acquisition.
We may acquire properties subject to liabilities and without recourse, or with limited recourse with respect to unknown liabilities.
As a result, if liability were asserted against us based upon the acquisition of a property, we may have to pay substantial sums to
settle it, which could adversely affect our cash flow. Unknown liabilities with respect to properties acquired might include:
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liabilities for clean-up of undisclosed environmental contamination;
claims by tenants, vendors or other persons dealing with the former owners of the properties;
liabilities incurred in the ordinary course of business; and
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of
the properties.
We face risks associated with third-party service providers, which could negatively impact our profitability.
We enter into arrangements from time to time by which various service providers conduct day-to-day property management and/
or leasing activities at our properties. Failure of such service providers to adequately perform their contracted services could
negatively impact our ability to retain tenants or lease vacant space. As a result, any such failure could negatively impact our
profitability.
We may suffer economic harm as a result of the actions of our partners in real estate joint ventures and other investments
which may adversely affect our operations.
While we have no interests in joint ventures following our purchase of the remaining 10% interest in The Maxwell during the
fourth quarter of 2017, we may from time to time invest in joint ventures in which we are not the exclusive investor or the only
decision maker. Investments in such entities may involve risks not present when a third party is not involved, including the
possibility that the other parties to these investments might become bankrupt or fail to fund their share of required capital
contributions, and we may be forced to make contributions to maintain the value of the property. Our partners in these entities
may have economic, tax or other business interests or goals that are inconsistent with our business interests or goals, and may be
in a position to take actions contrary to our policies or objectives. Such investments may also lead to impasses, for example, as
to whether to sell a property, because neither we nor the other parties to these investments may have full control over the entity.
In addition, we may in certain circumstances be liable for the actions of the other parties to these investments. Each of these factors
could have an adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our
shareholders. In some instances, joint venture partners may have competing interests that could create conflicts of interest. These
conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures
do not operate in compliance with the REIT requirements. To the extent our joint venture partners do not meet their obligations
to us or they take action inconsistent with our interests in the joint venture, we may be adversely affected.
Our real estate taxes could increase due to property tax rate changes or reassessment, which could impact our cash flows.
Even though we qualify as a REIT for U.S. federal income tax purposes, we are required to pay state and local taxes on our
properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed
or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially from
what we have paid in the past. If the property taxes we pay increase, our financial condition, results of operations, cash flows, per
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share market price of our common shares and our ability to satisfy our principal and interest obligations and to make distributions
to our shareholders could be adversely affected.
Our properties face significant competition which could adversely affect our ability to lease our properties and result in lower
cash flows.
We face significant competition from developers, owners and operators of office, retail, multifamily and other commercial real
estate. Substantially all of our properties face competition from similar properties in the same market. Such competition may affect
our ability to attract and retain tenants and may reduce the rents we are able to charge. These competing properties may have
vacancy rates higher than our properties, which may result in their owners being willing to make space available at lower rents
than the space in our properties. As a result, it may be more difficult for us to lease our space, which would result in lower cash
flows.
We face risks associated with short-term liquid investments which could adversely affect our results of operations or financial
condition.
We periodically may have cash balances that we invest in a variety of short-term investments that are intended to preserve principal
value and maintain a high degree of liquidity while providing current income. From time to time, these investments may include
(either directly or indirectly):
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direct obligations issued by the U.S. Treasury;
obligations issued or guaranteed by the U.S. government or its agencies;
taxable municipal securities;
obligations (including certificates of deposit) of banks and thrifts;
commercial paper and other instruments consisting of short-term U.S. dollar denominated obligations issued by
corporations and banks;
repurchase agreements collateralized by corporate and asset-backed obligations;
registered and unregistered money market funds; and
other highly-rated short-term securities.
Investments in these securities and funds are not insured against loss of principal. Under certain circumstances, we may be required
to redeem all or part of our investment, and our right to redeem some or all of our investment may be delayed or suspended. In
addition, there is no guarantee that our investments in these securities or funds will be redeemable at par value. A decline in the
value of our investment or a delay or suspension of our right to redeem may have a material adverse effect on our results of
operations or financial condition.
Compliance or failure to comply with the Americans with Disabilities Act and other laws and regulations could result in
substantial costs and adversely affect our results of operations.
The Americans with Disabilities Act generally requires that public buildings, including commercial and multifamily properties,
be made accessible to disabled persons. Noncompliance could result in imposition of fines by the federal government or the award
of damages to private litigants. If, pursuant to the Americans with Disabilities Act, we are required to make substantial alterations
and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our
results of operations.
We may also incur significant costs complying with other regulations. Our properties are subject to various federal, state and local
regulatory requirements, such as state and local fair housing, rent control and fire and life safety requirements. If we fail to comply
with these requirements, we may incur fines or private damage awards. We believe that our properties are currently in material
compliance with regulatory requirements. However, we do not know whether existing requirements will change in the future or
whether compliance with future requirements will require significant unanticipated expenditures that will adversely affect our
results of operations.
Some potential losses are not covered by insurance, which could adversely affect our financial condition or cash flow.
We carry insurance coverage on our properties of types and in amounts that we believe are in line with coverage customarily
obtained by owners of similar properties. We believe all of our properties are adequately insured. The property insurance that we
maintain for our properties has historically been on an “all risk” basis, which is in full force and effect until renewal in August
2019. There are other types of losses, such as from wars or catastrophic events, for which we cannot obtain insurance at all or at
a reasonable cost.
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We have an insurance policy that has no terrorism exclusion, except for non-certified nuclear, chemical and biological acts of
terrorism. Our financial condition and results of operations are subject to the risks associated with acts of terrorism and the potential
for uninsured losses as the result of any such acts. Effective November 26, 2002, under this existing coverage, any losses caused
by certified acts of terrorism would be partially reimbursed by the United States under a formula established by federal law. Under
this formula, the United States pays 85% of covered terrorism losses exceeding the statutorily established deductible paid by the
insurance provider, and insurers pay 10% until aggregate insured losses from all insurers reach $100 billion in a calendar year. If
the aggregate amount of insured losses under this program exceeds $100 billion during the applicable period for all insured and
insurers combined, then each insurance provider will not be liable for payment of any amount which exceeds the aggregate amount
of $100 billion. On January 12, 2015, The Terrorism Risk Insurance Program Reauthorization Act of 2015 was signed into law,
extending the program through December 31, 2020. We continue to monitor the state of the insurance market in general, and the
scope and costs of coverage for acts of terrorism in particular, but we cannot anticipate what amount of coverage will be available
on commercially reasonable terms in future policy years.
In the event of an uninsured loss or a loss in excess of our insurance limits, we could lose both the revenues generated from the
affected property and the capital we have invested in the affected property. Depending on the specific circumstances of the affected
property it is possible that we could be liable for any mortgage indebtedness or other obligations related to the property. Any such
loss could adversely affect our business and financial condition and results of operations.
In most cases, we have to renew our policies on an annual basis and negotiate acceptable terms for coverage, exposing us to the
volatility of the insurance markets, including the possibility of rate increases. Any material increase in insurance rates or decrease
in available coverage in the future could adversely affect our results of operations and financial condition.
Property ownership also involves potential liability to third parties for such matters as personal injuries occurring on the property.
Such losses may not be fully insured. In addition to uninsured losses, various government authorities may condemn all or parts
of operating properties. Such condemnations could adversely affect the viability of such projects. Any such uninsured loss would
adversely affect our cash flows.
Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties.
All of the properties in our portfolio are located in or near Washington, DC, a metropolitan area that has been and may in the future
be the target of actual or threatened terrorism attacks. As a result, some tenants in our market may choose to relocate their businesses
to other markets. This could result in an overall decrease in the demand for commercial space in this market generally, which
could increase vacancies in our properties or necessitate that we lease our properties on less favorable terms, or both. In addition,
future terrorist attacks in or near Washington, DC could directly or indirectly damage such properties, both physically and
financially, or cause losses that materially exceed our insurance coverage. As a result of the foregoing, our ability to generate
revenues and the value of our properties could decline materially which would negatively affect our results of operations.
Potential liability for environmental matters could result in substantial costs, which would reduce the cash available for our
operations and for distributions to our shareholders.
Under U.S. federal, state and local environmental laws, ordinances and regulations, we may be liable for costs and damages
resulting from the presence or release of hazardous or toxic substances, wastes or petroleum products at our properties, including
investigation or cleanup costs, personal or property damage, natural resource damages, or we may be required to pay for such
costs and damages incurred by a government entity or third party regardless of our knowledge or responsibility, simply because
of our current or past ownership or operation of the real estate. If environmental contamination issues arise, we may have to make
substantial payments, which could adversely affect our cash flow and our ability to make distributions to our shareholders, because
(1) as a current or former owner or operator of real property we may have to pay for property damage and for investigation and
clean-up costs incurred in connection with the contamination; (2) the law typically imposes clean-up responsibility and liability
regardless of whether the owner or operator knew of or caused the contamination; (3) even if more than one person may be
responsible for the contamination, each person who shares legal liability under such environmental laws may be held responsible
for all of the clean-up costs; and (4) governmental entities and third parties may sue the owner or operator of a contaminated site
for damages and costs. We also may be liable for the costs of removal or remediation of hazardous substances or waste at disposal
or treatment facilities if we arranged for disposal or treatment of hazardous substances at such facilities, whether or not we own
such facility.
In addition, the U.S. Environmental Protection Agency, the U.S. Occupational Safety and Health Administration and other state
and local governmental authorities are increasingly imposing indoor air quality standards, especially with respect to asbestos,
mold, and lead-based paint. The clean up or abatement of any of these environmental conditions, including for asbestos and mold,
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can be costly. For example, laws applicable to buildings containing certain asbestos-containing materials (“ACM”) impose multiple
requirements, including:
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properly managing and maintaining the ACM;
notifying and training those who may come into contact with the ACM; and
undertaking special precautions, including removal or other abatement, if the ACM would be disturbed during
renovation or demolition of a building.
Such laws may impose fines and penalties on building owners, operators or employers who fail to comply with these requirements
and may allow third parties to seek recovery from owners or operators for personal injury or property damage associated with
exposure to asbestos fibers.
Inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation beyond our
regular indoor air quality testing and maintenance programs. Indoor air quality issues can stem from inadequate ventilation,
chemical contaminants from indoor or outdoor sources, and biological contaminants such as molds, pollen, viruses and bacteria.
Indoor exposure to chemical or biological contaminants above certain levels can be alleged to be connected to allergic reactions
or other health effects and symptoms in susceptible individuals. If these conditions were to occur at one of our properties, we may
be subject to third-party claims for personal injury, or may need to undertake a targeted remediation program, including without
limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants. Such remediation programs could be
costly, necessitate the temporary relocation of some or all of the property’s tenants or require rehabilitation of the affected property.
The costs associated with these issues could be substantial and, in extreme cases, could exceed the value of the contaminated
property. The presence of hazardous or toxic substances or petroleum products or the failure to properly remediate contamination
may adversely affect our ability to borrow against, sell or rent an affected property. In addition, applicable environmental laws
may create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.
Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which
property may be used or businesses may be operated, and these restrictions may result in substantial expenditures or liabilities.
It is our policy to retain independent environmental consultants to conduct Phase I environmental site assessments and asbestos
surveys with respect to our acquisition of properties. These assessments generally include a visual inspection of the properties and
the surrounding areas, an examination of current and historical uses of the properties and the surrounding areas and a review of
relevant state, federal and historical documents. However, they do not always involve invasive techniques such as soil and ground
water sampling. When appropriate, on a property-by-property basis, our general practice is to have these consultants conduct
additional testing. However, even though these additional assessments may be conducted, there is still the risk that:
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the environmental assessments and updates did not identify all potential environmental liabilities;
a prior owner created a material environmental condition that is not known to us or the independent consultants
preparing the assessments;
new environmental liabilities have developed since the environmental assessments were conducted; and
future uses or conditions or changes in applicable environmental laws and regulations could result in environmental
liability to us.
In addition, our properties are subject to various U.S. federal, state, and local environmental, health and safety regulatory
requirements that address a wide variety of issues. Noncompliance with these environmental and health and safety laws and
regulations could subject us or our tenants to liability, including significant fines or penalties. These liabilities could affect a tenant’s
ability to make rental payments to us. Moreover, changes in laws could increase the potential costs of compliance with such laws
and regulations or increase liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise
adversely affect our operations, or those of our tenants, which could in turn have an adverse effect on us.
We cannot assure you that costs or liabilities incurred as a result of environmental issues will not affect our ability to make
distributions to our shareholders or that such costs, liabilities or other remedial measures will not have an adverse effect on our
financial condition and results of operations.
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We face cybersecurity risks and risks associated with security breaches which have the potential to disrupt our operations,
cause material harm to our financial condition, result in misappropriation of assets, compromise confidential information
and/or damage our business relationships and can provide no assurance that the steps we and our service providers take in
response to these risks will be effective.
We face cybersecurity risks and risks associated with security breaches or disruptions, such as through cyber-attacks or cyber
intrusions over the Internet, malware, computer viruses, attachments to emails, social engineering and phishing schemes or persons
inside our organization. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including
by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and
sophistication of attempted attacks and intrusions from around the world have increased. These incidents may result in disruption
of our operations, material harm to our financial condition, cash flows and the market price of our common shares, misappropriation
of assets, compromise or corruption of confidential information collected in the course of conducting our business, liability for
stolen information or assets, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage
to our stakeholder relationships. These risks require continuous and likely increasing attention and other resources from us to,
among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately
address them and provide periodic training for our employees to assist them in detecting phishing, malware and other schemes.
Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective.
Additionally, due to the size of our company, we rely on third-party service providers in our conduct of day-to-day property
management, leasing and other activities at our properties and we can provide no assurance that the networks and systems that
our third-party vendors have established or used will be effective.
In the normal course of business, we and our service providers (including service providers engaged in providing property
management, leasing, accounting and/or payroll services) collect and retain certain personal information provided by our tenants,
employees and vendors. We also rely extensively on computer systems to process transactions and manage our business. We can
provide no assurance that the data security measures designed to protect confidential information on our systems established by
us and our service providers will be able to prevent unauthorized access to this personal information. There can be no assurance
that our efforts to maintain the security and integrity of the information we and our service providers collect and our and their
computer systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even
the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used
in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are
designed not be detected and, in fact, may not be detected. Accordingly, we and our service providers may be unable to anticipate
these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and
our service providers to entirely mitigate this risk.
We are subject to risks from natural disasters and severe weather which could increase our operating costs and reduce our
cash flow.
Natural disasters and severe weather such as earthquakes, hurricanes, floods or blizzards may result in significant damage to our
properties. The extent of our casualty losses and loss in operating income in connection with such events is a function of the
severity of the event and the total amount of exposure in the affected area. Because the properties in our portfolio are concentrated
in a single region, a single catastrophe or destructive weather event may have a significant negative effect on our financial condition
and results of operations. As a result, our operating and financial results may vary significantly from one period to the next. We
are also exposed to risks associated with inclement winter weather, including increased need for maintenance and repair of our
buildings. In addition, climate change, to the extent it causes changes in weather patterns, could have effects on our business by
increasing the cost of property insurance, energy and/or snow removal at our properties. As a result, the consequences of natural
disasters, severe weather and climate change could increase our costs and reduce our cash flow.
We may experience a decline in the fair value of our assets, which may have a material impact on our financial condition,
liquidity and results of operations and adversely impact the market value of our securities.
A decline in the fair market value of our assets may require us to recognize an other-than-temporary impairment against such
assets under Generally Accepted Accounting Principles ("GAAP") if we were to determine that we do not have the ability and
intent to hold any assets in unrealized loss positions to maturity or for a period of time sufficient to allow for recovery to the
amortized cost of such assets. In such event, we would recognize unrealized losses through earnings and write down the amortized
cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be other-than-
temporarily impaired. Such impairment charges reflect non-cash losses at the time of recognition. Subsequent disposition or sale
of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received
and adjusted amortized cost of such assets at the time of sale, which may adversely affect our financial condition, liquidity and
results of operations. In addition, a significant economic downturn over a period of time could result in an event or change in
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circumstances that results in an impairment in the value of our properties or our investments in joint ventures. An impairment loss
is recognized if the carrying amount of the asset is not recoverable over its expected holding period and exceeds its fair value.
There can be no assurance that we will not take charges in the future related to the impairment of our assets or investments. Any
future impairment could have a material adverse effect on our financial condition, liquidity or results of operations.
Rent control or rent stabilization legislation and other regulatory restrictions may limit our ability to increase rents and pass
through new or increased operating costs to our tenants.
Certain states and municipalities, including Washington, DC, have adopted laws and regulations imposing restrictions on the
timing or amount of rent increases or have imposed regulations relating to low- and moderate-income housing. Such laws and
regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and
could make it more difficult for us to dispose of properties in certain circumstances. Similarly, compliance procedures associated
with rent control statutes and low- and moderate-income housing regulations could have a negative impact on our operating costs,
and any failure to comply with low- and moderate-income housing regulations could result in the loss of certain tax benefits and
the forfeiture of rent payments. In addition, such low- and moderate-income housing regulations often require us to rent a certain
number of units at below-market rents, which has a negative impact on our ability to increase cash flows from our properties
subject to such regulations. Furthermore, such regulations may negatively impact our ability to attract higher-paying tenants to
such properties.
We are dependent on key personnel and the loss of such personnel could adversely affect our results of operations and financial
condition.
The execution of our investment strategy and management of our operations, depend to a significant degree on our senior
management team. If we are unable to attract and retain skilled executives, our results of operations and financial condition could
be adversely affected.
Risks Related to Financing
We face risks associated with the use of debt, including refinancing risk.
We rely on borrowings under our credit facility, mortgage notes, and may rely on offerings of debt securities to finance acquisitions
and development activities and for general corporate purposes. In the past, the commercial real estate debt markets have experienced
significant volatility due to a number of factors, including the tightening of underwriting standards by lenders and credit rating
agencies and the reported significant inventory of unsold mortgage-backed securities in the market. The volatility resulted in
investors decreasing the availability of debt financing as well as increasing the cost of debt financing. Circumstances could again
arise in which we may not be able to obtain debt financing in the future on favorable terms, or at all. If we were unable to borrow
under our credit facility or to refinance existing debt financing, our financial condition and results of operations would likely be
adversely affected.
We are subject to the risks normally associated with debt, including the risk that our cash flow may be insufficient to meet required
payments of principal and interest. We anticipate that only a small portion of the principal of our debt will be repaid prior to
maturity. Therefore, we are likely to need to refinance a significant portion of our outstanding debt as it matures. There is a risk
that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the
existing debt. If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources,
such as new equity capital, our cash flow may not be sufficient to repay all maturing debt in years when significant “balloon”
payments come due. In addition, we may rely on debt to fund a portion of our new investments such as our acquisition and
development activity. There is a risk that we may be unable to finance these activities on favorable terms or at all. These conditions,
which increase the cost and reduce the availability of debt, may continue or worsen in the future. If any of these risks were to
happen, it would adversely affect our financial condition and results of operations.
Our degree of leverage could limit our ability to obtain additional financing, affect the market price of our common shares or
debt securities or otherwise adversely affect our financial condition.
On February 14, 2019, our total consolidated debt was approximately $1.3 billion. Consolidated debt to consolidated market
capitalization ratio, which measures total consolidated debt as a percentage of the aggregate of total consolidated debt plus the
market value of outstanding equity securities, is often used by analysts to assess leverage for equity REITs such as us. Our market
value is calculated using the price per share of our common shares. Using the closing share price of $25.94 per share of our common
shares on February 14, 2019, multiplied by the number of our common shares, our consolidated debt to total consolidated market
capitalization ratio was approximately 38% as of February 14, 2019.
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Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions,
development or other general corporate purposes. Our senior unsecured debt is currently rated investment grade by two major
rating agencies. However, there can be no assurance that we will be able to maintain this rating, and in the event our senior debt
is downgraded from its current rating, we would likely incur higher borrowing costs and/or difficulty in obtaining additional
financing. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally. There
is a risk that changes in our debt to market capitalization ratio, which is in part a function of our share price, or our ratio of
indebtedness to other measures of asset value used by financial analysts, may have an adverse effect on the market price of our
equity or debt securities.
Payments of principal and interest on borrowings may leave us with insufficient cash resources to operate our properties, fully
implement our capital expenditure, acquisition and redevelopment activities, or meet the REIT distribution requirements imposed
by the Code. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse
consequences, including the following:
•
require us to dedicate a substantial portion of cash flow from operations to the payment of principal, and interest on,
indebtedness, thereby reducing the funds available for other purposes;
• make it more difficult for us to borrow additional funds as needed or on favorable terms, which could, among other
•
•
things, adversely affect our ability to meet operational needs;
restrict us from making strategic acquisitions, developing properties or exploiting business opportunities;
force us to dispose of one or more of our properties, possibly on unfavorable terms (including the possible application
of the 100% tax on income from prohibited transactions or in violation of certain covenants to which we may be
subject);
subject us to increased sensitivity to interest rate increases;
•
• make us more vulnerable to economic downturns, adverse industry conditions or catastrophic external events;
•
•
limit our ability to withstand competitive pressures;
limit our ability to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the
terms of our original indebtedness;
reduce our flexibility in planning for or responding to changing business, industry and economic conditions; and/
or
place us at a competitive disadvantage to competitors that have relatively less debt than we have.
•
•
If any one of these events were to occur, our financial condition, results of operations, cash flow and market price of our common
shares could be adversely affected.
Rising interest rates would increase our interest costs which could adversely affect our cash flow and ability to pay distributions.
We incur indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will our interest costs, which
could adversely affect our cash flow and our ability to service debt. As a protection against rising interest rates, we may enter into
agreements such as interest rate swaps, caps, floors and other interest rate exchange contracts. These agreements, however, increase
our risks that other parties to the agreements may not perform or that the agreements may be unenforceable. In addition, an increase
in interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change
our portfolio promptly in response to changes in economic or other conditions.
Failure to effectively hedge against interest rate changes may adversely affect our financial condition, results of operations,
cash flow, per share market price of our common shares and ability to make distributions to our shareholders and the future
of the reference rate used in our existing hedging arrangements is uncertain, which could hinder our ability to maintain
effective hedges.
We enter into hedging transactions to protect ourselves from the effects of interest rate fluctuations on variable rate debt. Our
hedging transactions include entering into interest rate cap agreements or interest rate swap agreements. These agreements involve
risks, such as the risk that such arrangements would not be effective in reducing our exposure to interest rate changes or that a
court could rule that such an agreement is not legally enforceable. In addition, interest rate hedging can be expensive, particularly
during periods of rising and volatile interest rates. Failure to hedge effectively against interest rate changes could materially
adversely affect our financial condition, results of operations, cash flow, per share trading price of our common shares and ability
to make distributions to our shareholders. In addition, while such agreements would be intended to lessen the impact of rising
interest rates on us, they could also expose us to the risk that the other parties to the agreements would not perform, and that the
hedging arrangements may not be effective in reducing our exposure to interest rate changes. In addition, the REIT provisions of
the Code impose certain restrictions on our ability to utilize hedges, swaps and other types of derivatives to hedge our liabilities.
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Moreover, there can be no assurance that our hedging arrangements will qualify as highly effective cash flow hedges under Financial
Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging, or that
our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging
agreement, there could be significant costs and cash requirements involved to fulfill our obligation under the hedging agreement.
Our existing hedging arrangements currently use as a reference rate the London Interbank Overnight Rate (“LIBOR”), as calculated
for U.S. dollar ("USD-LIBOR"), but there can be no assurance that our hedging arrangements will continue to use LIBOR as a
reference rate or that LIBOR will continue to be viable and appropriate as a reference rate. In July 2017, due to a decline in the
quantity of loans used to calculate LIBOR, the United Kingdom regulator that regulates LIBOR announced that it intends to stop
compelling banks to submit rates for the calculation of LIBOR after 2021, making it clear that the continuation of LIBOR after
2021 cannot be assured. In April 2018, the New York Federal Reserve commenced publishing an alternative reference rate, the
Secured Overnight Financing Rate (“SOFR”), proposed by a group of major market participants convened by the U.S. Federal
Reserve with participation by SEC Staff and other regulators, the Alternative Reference Rates Committee ("ARRC"). SOFR is
based on transactions in the more robust U.S. Treasury repurchase market and has been proposed as the alternative to LIBOR for
use in derivatives and other financial contracts that currently rely on LIBOR as a reference rate. ARRC has proposed a paced
market transition plan to SOFR from LIBOR and organizations are currently working on industry wide and company specific
transition plans as it relates to derivatives and cash markets exposed to LIBOR. It is impossible to predict whether and to what
extent banks will continue to provide LIBOR submissions to the administrator of LIBOR, whether LIBOR rates will cease to be
published or supported before or after 2021 or whether any additional reforms to LIBOR may be enacted in the United Kingdom
or elsewhere. At this time, no consensus exists as to what rate or rates may become accepted alternatives to LIBOR, including for
purposes of hedging arrangements such as those we currently have in place. Furthermore, the transition from LIBOR to one or
more replacement rates could cause uncertainty in what reference rates apply to existing hedging and other arrangements.
Additionally, there is some possibility that LIBOR continues to be published, but that the quantity of loans used to calculate LIBOR
diminishes significantly enough to reduce the appropriateness of the rate as a reference rate. We can provide no assurance regarding
the future of LIBOR, whether our current hedging arrangements will continue to use USD-LIBOR as a reference rate or whether
any reliance on such rate will be appropriate. Confusion as to the relevant benchmark reference rate for our hedging instruments
could hinder our ability to establish effective hedges.
Disruptions in the financial markets could affect our ability to obtain financing or have other adverse effects on us or the
market price of our common shares.
In recent years, the United States and global equity and credit markets have experienced significant price volatility and liquidity
disruptions which caused the market prices of shares to fluctuate substantially and the spreads on prospective debt financings to
widen considerably. These circumstances significantly and negatively impacted liquidity in the financial markets, making terms
for certain financings less attractive or unavailable. Any disruption in the equity and credit markets could negatively impact our
ability to access additional financing at reasonable terms or at all. If such disruption were to occur, in the event of a debt financing,
our cost of borrowing in the future would likely be significantly higher than historical levels. Additionally, in the case of a common
equity financing, the disruptions in the financial markets could have a material adverse effect on the market value of our common
shares, potentially requiring us to issue more shares than we would otherwise have issued with a higher market value for our
common shares. Disruption in the financial markets also could negatively affect our ability to make acquisitions, undertake new
development projects and refinance our debt. In addition, it could also make it more difficult for us to sell properties and could
adversely affect the price we receive for properties that we do sell, as prospective buyers experience increased costs of financing
and difficulties in obtaining financing. If economic conditions deteriorate, the ability of lenders to fulfill their obligations under
working capital or other credit facilities that we may have in the future may be adversely impacted.
Disruptions in the financial markets also could adversely affect many of our tenants and their businesses, including their ability
to pay rents when due and renew their leases at rates at least as favorable as their current rates. As well, our ability to attract
prospective new tenants in the future could be adversely affected by disruption in the financial markets. Each of these disruptions
could have adverse effects on us or the market price of our common shares.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a
property or group of properties subject to mortgage debt.
Incurring mortgage and other secured debt obligations increases our risk of property losses because defaults on indebtedness
secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any
loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall
value of our portfolio of properties (or portions thereof). For tax purposes, a foreclosure of any of our properties that is subject to
a nonrecourse mortgage loan generally would be treated as a sale of the property for a purchase price equal to the outstanding
balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis
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in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder
our ability to satisfy the distribution requirements applicable to REITs under the Code.
Covenants in our debt agreements could adversely affect our financial condition.
Our credit facility contains customary restrictions, requirements and other limitations on our ability to incur indebtedness. We
must maintain certain ratios, including a maximum of total indebtedness to total asset value, a maximum of secured indebtedness
to total asset value, a minimum of quarterly adjusted EBITDA to fixed charges, a minimum net operating income from
unencumbered properties to unsecured interest expense and a maximum of unsecured indebtedness to unencumbered asset value.
Our ability to borrow under our credit facility is subject to compliance with our financial and other covenants.
Failure to comply with any of the covenants under our unsecured credit facility or other debt instruments could result in a default
under one or more of our debt instruments. In particular, we could suffer a default under one of our secured debt instruments that
could exceed a cross-default threshold under our unsecured credit facility, causing an event of default under the unsecured credit
facility. Under those circumstances, other sources of capital may not be available to us or be available only on unattractive terms.
In addition, if we breach covenants in our debt agreements, the lenders can declare a default and, if the debt is secured, take
possession of the property securing the defaulted loan.
Alternatively, even if a secured debt instrument is below the cross-default threshold for non-recourse secured debt under our
unsecured credit facility, a default under such secured debt instrument may still cause a cross default under our unsecured credit
facility because such secured debt instrument may not qualify as “non-recourse” under the definition in our unsecured credit
facility. Another possible cross default could occur between our unsecured credit facility and any senior unsecured notes that we
issue. Any of the foregoing default or cross-default events could cause our lenders to accelerate the timing of payments and/or
prohibit future borrowings, either of which would have a material adverse effect on our business, operations, financial condition
and liquidity.
Risks Related to Our Organizational Structure
Our charter and Maryland law contain provisions that may delay, defer or prevent a change in control of Washington REIT,
even if such a change in control may be in the best interest of our shareholders, and as a result may depress the market price
of our common shares.
Provisions of the Maryland General Corporation Law ("MGCL") may limit a change in control which could prevent holders of
our common shares from profiting as a result of such change in control. These provisions include:
•
•
a provision where a corporation is not permitted to engage in any business combination with any “interested
stockholder,” defined as any holder or affiliate of any holder of 10% or more of the corporation’s stock, for a period
of five years after that holder becomes an “interested stockholder,” and
a provision where the voting rights of “control shares” acquired in a “control share acquisition,” as defined in the
MGCL, may be restricted, such that the “control shares” have no voting rights, except to the extent approved by a
vote of holders of two-thirds of the common shares entitled to vote on the matter.
Our bylaws currently provide that the foregoing provision regarding "control share acquisitions" will not apply to Washington
REIT. However, our board of trustees could, in the future, modify our bylaws such that the foregoing provision regarding "control
share acquisitions" would be applicable to Washington REIT.
Additionally, Title 8, Subtitle 3 of the MGCL permits our board of trustees, without shareholder approval and regardless of what
is currently provided in our declaration of trust or bylaws, to implement certain takeover defenses. These provisions may have the
effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in
control of us under the circumstances that otherwise could provide our common shareholders with the opportunity to realize a
premium over the then current market price.
The stock ownership limits imposed by the Code for REITs and imposed by our charter may restrict our business combination
opportunities that might involve a premium price for our common shares or otherwise be in the best interest of our shareholders.
In order for us to maintain our qualification as a REIT under the Code, not more than 50% of the value of the outstanding shares
of all classes and series ("equity shares") may be owned, directly or indirectly, by five or fewer individuals (defined in the Code
to include certain entities) at any time during the last half of each taxable year following our first year. Our charter authorizes our
board of trustees to take the actions that are necessary or appropriate to preserve our qualification as a REIT. Our charter provides
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that no person (other than an excepted holder, as defined in our charter) may actually or constructively own more than 9.8% of
the aggregate of our outstanding common shares by value or by number of shares, whichever is more restrictive, or 9.8% of the
aggregate of the equity shares by value.
Our board of trustees may, in its sole discretion, grant exemptions to the share ownership limits, subject to such conditions and
the receipt by our board of trustees of certain representations and undertakings. In addition, our board of trustees has the authority
under our charter to reduce these share ownership limits.
In addition to the share ownership limits discussed above, our charter also prohibits any person from (a) beneficially or
constructively owning, as determined by applying certain attribution rules of the Code, our equity shares that would result in us
being “closely held” under Section 856(h) of the Code (regardless of whether the interest is held during the last half of a taxable
year) or that would otherwise cause us to fail to qualify as a REIT, or (b) transferring equity shares if such transfer would result
in our equity shares being owned by fewer than 100 persons. The share ownership limits contained in our charter are based on the
ownership at any time by any “person,” which term includes entities and certain groups. The share ownership limitations in our
charter are common in REIT charters and are intended to provide added assurance of compliance with the tax law requirements,
and to minimize administrative burdens. However, the share ownership limits on our shares also might delay, defer, prevent, or
otherwise inhibit a transaction or a change in control of Washington REIT that might involve a premium price for our common
shares or otherwise be in the best interest of our shareholders.
Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit
your recourse in the event of actions that you do not believe are in your best interests.
Maryland law provides that a trustee has no liability in that capacity if he or she satisfies his or her duties to us and our shareholders.
Under current Maryland law, our trustees and officers will not have any liability to us or our shareholders for money damages,
except for liability resulting from:
•
•
actual receipt of an improper benefit or profit in money, property or services; or
a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material
to the cause of action adjudicated.
In addition, our charter authorizes and our bylaws require us to indemnify our trustees for actions taken by them in those capacities
to the maximum extent permitted by Maryland law. Our bylaws also authorize us to indemnify our officers for actions taken by
them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our shareholders may have more
limited rights against our trustees and officers than might otherwise exist. Accordingly, in the event that actions taken in good
faith by any of our trustees or officers impede the performance of Washington REIT, your ability to recover damages from such
trustees or officers will be limited with respect to trustees and may be limited with respect to officers. In addition, we will be
obligated to advance the defense costs incurred by our trustees and our executive officers, and may, in the discretion of our board
of trustees, advance the defense costs incurred by our officers, our employees and other agents, in connection with legal proceedings.
Risks Related to Our Common Shares
We cannot assure you we will continue to pay dividends at current rates.
Cash flows from operations are an important factor in our ability to sustain our dividend at its current rate. If our cash flows from
operations were to decline significantly, we may have to borrow on our lines of credit to sustain the dividend rate or reduce our
dividend. Our ability to continue to pay dividends on our common shares at their current rate or to increase our common share
dividend rate will depend on a number of factors, including, among others, the following:
•
•
•
•
•
our future financial condition and results of operations;
real estate market conditions in the Washington metro region;
the performance of lease terms by tenants;
the terms of our loan covenants; and
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.
Our board of trustees considers, among other factors, trends in our levels of funds from operations, together with associated
recurring capital improvements, tenant improvements, leasing commissions and incentives, and adjustments to straight-line rents
to reflect cash rents received. If some or all of these factors were to trend downward for a sustained period of time, our board of
trustees could determine to reduce our dividend rate. If we do not maintain or increase the dividend rate on our common shares
in the future, it could have an adverse effect on the market price of our common shares.
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Further issuances of equity securities may be dilutive to current shareholders.
The interests of our existing shareholders could be diluted if additional equity securities are issued, including to finance future
developments and acquisitions, instead of incurring additional debt. Our ability to execute our business strategy depends on our
access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured
debt and equity financing.
The market value of our securities can be adversely affected by many factors.
As with any public company, a number of factors may adversely influence the public market price of our common shares. These
factors include:
•
•
•
•
•
•
•
•
•
•
•
•
•
level of institutional interest in us;
perceived attractiveness of investment in us, in comparison to other REITs;
perceived attractiveness of the Washington metro region, particularly if investors have a negative sentiment about
the impact of election results on the region's economy;
attractiveness of securities of REITs in comparison to other asset classes taking into account, among other things,
that a substantial portion of REITs’ dividends may be taxed as ordinary income;
our financial condition and performance;
the market’s perception of our growth potential and potential future cash dividends;
investor confidence in the stock and bond markets generally;
national economic conditions and general stock and bond market conditions;
government uncertainty, action or regulation, including changes in tax law;
increases in market interest rates, which may lead investors to expect a higher annual yield from our distributions
in relation to the price of our shares;
changes in federal tax laws;
changes in our credit ratings; and
any negative change in the level of our dividend or the partial payment thereof in common shares.
Risks Related to our Status as a REIT
The loss of our tax status as a REIT would have significant adverse consequences to us and the value of our common shares.
We believe that we qualify as a REIT and intend to continue to operate in a manner that will allow us to continue to qualify as a
REIT. However, we cannot assure you that we are qualified as such, or that we will remain qualified as such in the future. This is
because qualification as a REIT involves the application of highly technical and complex provisions of the Code which include:
generating specified minimum levels of real estate-related income;
• maintaining ownership of specified minimum levels of real estate-related assets;
•
• maintaining certain diversity of ownership requirements with respect to our shares; and
•
distributing at least 90% of our "REIT taxable income" (determined before the deduction for dividends paid and
excluding net capital gains) on an annual basis.
The distribution requirement noted above could adversely affect our ability to use earnings for improvements or acquisitions
because funds distributed to shareholders will not be available for capital improvements to existing properties or for acquiring
additional properties.
Only limited judicial and administrative interpretations of the REIT rules exist. In addition, qualification as a REIT involves the
determination of various factual matters and circumstances not entirely within our control. Future legislation, new regulations,
administrative interpretations or court decisions may significantly change the tax laws or the application of the tax laws with
respect to qualification as a REIT for U.S. federal income tax purposes or the U.S. federal income tax consequences of such
qualification. For example, the Tax Cuts and Jobs Act (the “TCJA”), which was signed into law on December 22, 2017 and which
generally took effect for taxable years beginning on or after January 1, 2018, made fundamental changes to the U.S. federal income
tax laws applicable to businesses and their owners, including REITs and their shareholders.
If we fail to qualify as a REIT, we could face serious tax consequences that could substantially reduce our funds available for
payment of dividends for each of the years involved because:
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• we would be subject to U.S. federal income tax at the regular corporate rate (currently 21%), without any deduction
for dividends paid to shareholders in computing our taxable income, and possibly increased state and local taxes;
and
•
unless we are entitled to relief under statutory provisions, we would be disqualified from taxation as a REIT for the
four taxable years following the year during which qualification was lost.
This treatment would reduce net earnings available for investment or distribution to shareholders because of the additional tax
liability for the year (or years) involved. To the extent that distributions to shareholders had been made based on the assumption
of our qualification as a REIT, we might be required to borrow funds or to liquidate certain of our investments to pay the applicable
tax. As a result of these factors, our failure to qualify as a REIT could have a material adverse impact on our results of operations,
financial condition and liquidity. If we fail to qualify as a REIT but are eligible for certain relief provisions, then we may retain
our status as a REIT but may be required to pay a penalty tax, which could be substantial.
Complying with the REIT requirements may cause us to forego and/or liquidate otherwise attractive investments.
To qualify as a REIT, we must ensure that we meet the REIT gross income tests annually. In addition, we must ensure that, at the
end of each calendar quarter, at least 75% of the value of our total assets consists of cash, cash items, government securities and
qualifying real estate assets, including certain mortgage loans (the "75% asset test"). The remainder of our investment in securities
(other than government securities, securities treated as real estate assets and securities issued by a TRS) generally cannot include
more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding
securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities,
securities treated as real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more
than 20% of the value of our total securities can be represented by securities of one or more TRSs. We can treat debt instruments
issued by publicly offered REITs, to the extent not secured by real property or interests in real property, as "real estate assets" for
purposes of the 75% test (and, thus, not subject to the 10% and 5% asset tests), but the total value of such debt instruments cannot
exceed 25% of the value of our total assets. If we fail to comply with these asset requirements at the end of any calendar quarter,
we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to
avoid losing our REIT qualification and suffering adverse tax consequences.
To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider advantageous. For
example, in order to satisfy the gross income or asset tests applicable to REITs under the Code, we may be required to forego
investments that we otherwise would make. Furthermore, we may be required to liquidate from our portfolio (or to contribute to
a TRS) otherwise attractive investments. In addition, we may be required to make distributions to shareholders at disadvantageous
times or when we do not have funds readily available for distribution. These actions could have the effect of reducing our income
and amounts available for distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our ability
to make, or, in certain cases, maintain ownership of, certain attractive investments.
The requirements necessary to maintain our REIT status limit our ability to earn fee income at the REIT level, which causes
us to conduct certain fee-generating activities through TRSs.
The REIT provisions of the Code limit our ability to earn fee income from joint ventures and third parties. Our aggregate gross
income from fees and certain other non-qualifying sources cannot exceed 5% of our annual gross income. As a result, our ability
to increase the amount of fee income we earn at the REIT level is limited and, therefore, we conduct certain fee-generating activities
through a TRS. Any fee income we earn through TRSs is subject to U.S. federal, state, and local income tax at the regular corporate
rates (currently 21% for federal), which reduces our cash available for distribution to shareholders.
Our ability to own stock and securities of TRSs is limited and our transactions with our TRSs will cause us to be subject to a
100% penalty tax on certain income or deductions if those transactions are not conducted on arm's-length terms.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be
qualifying assets or income if held or earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the
subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the
stock will automatically be treated as a TRS. Overall, no more than 20% of the value of a REIT's assets may consist of stock or
securities of one or more TRSs. In addition, the rules applicable to TRSs limit the deductibility of interest paid or accrued by a
TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a
100% excise tax on the parent REIT with respect to certain transactions involving a TRS that are not conducted on an arm's-length
basis.
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Our TRSs will pay U.S. federal, state and local income tax on its taxable income. The after-tax net income of our TRSs will be
available for distribution to us but generally is not required to be distributed. We believe that the aggregate value of the stock and
securities of our TRSs is less than 20% of the value of our total assets (including the stock and securities of our TRSs). Furthermore,
we monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with the ownership
limitations applicable to TRSs. We scrutinize all of our transactions involving our TRSs to ensure that they are entered into on
arm's-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be
able to comply with the 20% limitation discussed above or avoid application of the 100% excise tax discussed above.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these provisions, income that
we generate from transactions we enter into to manage risk of interest rate changes with respect to borrowings made or to be made
to acquire or carry real estate assets, or manage the risk of certain currency fluctuations, and such instrument is properly identified
under applicable Treasury Regulations, does not constitute "gross income" for purposes of the 75% or 95% gross income tests.
As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be advantageous or implement
those hedges through a TRS. This could increase the cost of our hedging activities because a TRS would be subject to tax on gains
or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in
our TRS will generally not provide any current tax benefit, except to the extent that they may be carried back to prior years or
forward to future years and offset against taxable income in the TRSs, provided, however, losses in TRSs arising in taxable years
beginning after December 31, 2017, may only be carried forward and may only be deducted against 80% of future taxable income
in the TRSs.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to income from "qualified dividends" payable by non-REIT C corporations to U.S. shareholders
that are individuals, trusts or estates generally is 20% (excluding the 3.8% net investment income tax). Dividends payable by
REITs, however, generally are not eligible for the maximum 20% reduced rate and are taxed at applicable ordinary income tax
rates, except to the extent that certain holding requirements have been met and a REIT's dividends are attributable to dividends
received by a REIT from taxable corporations (such as a TRS), to income that was subject to tax at the REIT/corporate level, or
to dividends properly designated by the REIT as “capital gain dividends.” Effective for taxable years beginning after December
31, 2017 and before January 1, 2026, those U.S. shareholders that are individuals, trusts or estates may deduct 20% of their
dividends from REITs (excluding qualified dividend income and capital gains dividends). For those U.S. shareholders in the top
marginal tax bracket of 37%, the deduction for REIT dividends yields an effective income tax rate of 29.6% (exclusive of the net
investment income tax) on REIT dividends, which is higher than the 20% tax rate on qualified dividend income paid by non-REIT
C corporations (although the maximum effective rate applicable to such dividends, after taking into account the 21% federal
income tax rate applicable to non-REIT C corporations is 36.8% (exclusive of the 3.8% net investment income tax)). Although
the reduced rates applicable to dividend income from non-REIT C corporations do not adversely affect the taxation of REITs or
dividends payable by REITs, these reduced rates could cause investors who are non-corporate taxpayers to perceive investments
in REITs to be relatively less attractive than investments in the shares of non-REIT C corporations that pay dividends, which could
adversely affect the value of the stock of REITs, including our common shares.
Gains from sales of properties are potentially subject to the "prohibited transactions" tax or corporate-level income tax and
could require us to make additional distributions to our shareholders that would reduce our capital available for investment
in other properties or require us to obtain additional funds to pay such taxes or make such distributions.
A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales
or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of
business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary
course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual
determination and no guarantee can be given that the Internal Revenue Service ("IRS") would agree with our characterization of
our properties or that we will be able to make use of the otherwise available safe harbors. In addition, the sale of properties may
generate gains for tax purposes which, if not adequately deferred through “like-kind exchanges” under Section 1031 of the Code
("Section 1031 Exchanges"), could require us to pay more taxes or make additional distributions to our shareholders, thus reducing
our capital available for investment in other properties, or if the proceeds of such sales are already invested in other properties,
require us to obtain additional funds to pay such taxes or make such distributions. From time to time, we dispose of properties in
transactions intended to qualify as Section 1031 Exchanges. Intermediary agents of Section 1031 Exchanges typically handle large
sums of money in trust. It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully
challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase. This
could increase the dividend income to our shareholders by reducing any return of capital they received. In some circumstances,
23
we may be required to pay additional dividends or, in lieu of that, corporate income tax, possibly including interest and penalties.
As a result, we may be required to borrow funds in order to pay additional dividends or taxes, and the payment of such taxes could
cause us to have less cash available to distribute to our shareholders. In addition, if a Section 1031 Exchange were later to be
determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information
reports we sent our shareholders. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws
with respect to Section 1031 Exchanges, which could make it more difficult or not possible for us to dispose of properties on a
tax deferred basis.
The REIT distribution requirements could require us to borrow funds during unfavorable market conditions or subject us to
tax, which would reduce the cash available for distribution to our shareholders.
In order to qualify as a REIT, we generally must distribute to our shareholders, on an annual basis, at least 90% of our "REIT
taxable income," determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we
will be subject to U.S. federal income tax at the regular corporate rate (currently 21%) to the extent that we distribute less than
100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount
by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws.
We intend to continue to distribute our net income to our shareholders in a manner intended to satisfy the REIT 90% distribution
requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax.
In addition, from time to time our taxable income may exceed our net income as determined by GAAP. This may occur, for instance,
because realized capital losses are deducted in determining our GAAP net income, but may not be deductible in computing our
taxable income. In addition, we may incur nondeductible capital expenditures or be required to make debt or amortization payments.
As a result of the foregoing, we may generate less cash flow than taxable income in a particular year and we may incur U.S. federal
income tax and the 4% nondeductible excise tax on that income if we do not distribute such income to shareholders in that year.
In that event, we may be required to (i) use cash reserves, (ii) incur debt at rates or times that we regard as unfavorable, (iii) sell
assets in adverse market conditions, (iv) distribute amounts that would otherwise be invested in future acquisitions, capital
expenditures or repayment of debt, or (v) make a taxable distribution of our shares as part of a distribution in which shareholders
may elect to receive our shares or (subject to a limit measured as a percentage of the total distribution) cash in order to satisfy the
REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year. These
alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability
to grow, which could adversely affect our business, financial condition and results of operations.
The ability of our board of trustees to revoke our REIT qualification without shareholder approval may cause adverse
consequences to our shareholders.
Our charter provides that our board of trustees may revoke or otherwise terminate our REIT election, without the approval of our
shareholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we
will not be allowed a deduction for dividends paid to shareholders in computing our taxable income, will be subject to U.S. federal,
state and local income tax at the regular corporate rates (currently 21% for federal), and generally would no longer be required to
distribute any of our net taxable income to our shareholders, which may have adverse consequences on our total return to our
shareholders.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income, property
or net worth, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure,
and state or local income, property and transfer taxes. Moreover, if we have net income from "prohibited transactions," that income
will be subject to a 100% tax. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that
might otherwise be in our best interest to sell. In addition, we could, in certain circumstances, be required to pay an excise or
penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under the Code to maintain our
qualification as a REIT. Any of these taxes would decrease cash available for the payment of our debt obligations and distributions
to shareholders. Our TRSs generally will be subject to U.S. federal, state and local corporate income tax on their net taxable
income.
Recent legislative changes to our ability to deduct for tax purposes compensation paid to our executives could require us to
increase our distributions to stockholders in order to maintain REIT status or to avoid entity-level taxes.
Section 162(m) of the Code prohibits publicly held corporations from taking a tax deduction for annual compensation in excess
of $1 million paid to any of the corporation’s “covered employees.” Prior to the enactment of the TCJA, a publicly held corporation’s
24
covered employees included its chief executive officer and the three other most highly compensated executive officers (other than
the chief financial officer), and certain “performance-based compensation” was excluded from the $1 million cap. The TCJA made
certain changes to Section 162(m), effective for taxable years beginning after December 31, 2017. These changes included, among
others, expanding the definition of “covered employee” to include the chief financial officer and repealing the performance-based
compensation exception to the $1 million cap, subject to a transition rule for remuneration provided pursuant to a written binding
contract which was in effect on November 2, 2017, and which was not modified in any material respect on or after that date.
Since we qualify as a REIT under the Code and we are generally not subject to U.S. federal income taxes, if compensation did
not qualify for deduction under Section 162(m), the payment of compensation that fails to satisfy the requirements of Section
162(m) would not have a material adverse consequence to us, provided we continue to distribute 100% of our taxable income.
Based on our current taxable income and distributions, we do not believe that we will be required to increase our rate of distributions
in order to maintain our status as a REIT (or to avoid paying corporate or excise taxes at the entity level) if a portion of our payment
of compensation fails to satisfy the requirements of Section 162(m). However, in that case, a larger portion of shareholder
distributions that would otherwise have been treated as a return of capital will be subject to federal income tax as dividend income.
In the future, if we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to
make additional distributions to shareholders to comply with REIT distribution requirements and eliminate U.S. federal income
tax liability at the entity level. Any such compensation allocated to our TRSs whose income is subject to U.S. federal income tax
would result in an increase in income taxes due to the inability to deduct such compensation.
There is a risk of changes in the tax law applicable to REITs which may adversely affect our taxation as a REIT and taxation
of our shareholders.
The IRS, the United States Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations
and other guidance. We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or
rulings will be adopted. Any legislative action may prospectively or retroactively modify our tax treatment and, therefore, may
adversely affect our taxation or taxation of our shareholders. We urge you to consult with your tax advisor with respect to the
status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our
shares. Although REITs generally receive certain tax advantages compared to entities taxed as C corporations, it is possible that
future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company
that invests in real estate to elect to be treated for U.S. federal income tax purposes as a C corporation.
ITEM 1B: UNRESOLVED STAFF COMMENTS
None.
25
ITEM 2: PROPERTIES
The schedule on the following pages lists our real estate investment portfolio as of December 31, 2018, which consisted of 48
properties and land held for development.
As of December 31, 2018, the percent leased is (i) for commercial properties, the percentage of net rentable area for which fully
executed leases exist and may include signed leases for space not yet occupied by the tenant, and (ii) for multifamily properties,
the percentage of units leased. Cost information is included in Schedule III to our financial statements included in this Annual
Report on Form 10-K.
Schedule of Properties
Properties
Location
Year
Acquired
Year Constructed/
Renovated
Net Rentable
Square Feet
Office Buildings
1901 Pennsylvania Avenue
Washington, DC
515 King Street
1220 19th Street
Alexandria, VA
Washington, DC
1600 Wilson Boulevard
Arlington, VA
Silverline Center
Courthouse Square
1776 G Street
Monument II
2000 M Street (2)
925 Corporate Drive
1000 Corporate Drive
Tysons, VA
Alexandria, VA
Washington, DC
Herndon, VA
Washington, DC
Stafford, VA
Stafford, VA
1140 Connecticut Avenue
Washington, DC
1227 25th Street
John Marshall II
Fairgate at Ballston
Army Navy Building
1775 Eye Street, NW
Watergate 600
Arlington Tower
Washington, DC
Tysons, VA
Arlington, VA
Washington, DC
Washington, DC
Washington, DC
Arlington, VA
1977
1992
1995
1997
1997
2000
2003
2007
2007
2010
2010
2011
2011
2011
2012
2014
2014
2017
2018
1960
1966
1976
1973
1972/2015
1979
1979
2000
1971
2007
2009
1966
1988
1996/2010
1988
1912/1987/2017
1964
1972/1997
1980/2014
101,000
74,000
102,000
170,000
547,000
119,000
262,000
209,000
232,000
135,000
137,000
183,000
134,000
223,000
144,000
108,000
186,000
278,000
391,000
Percent
Leased, as of
December 31,
2018 (1)
Ending
Occupancy, as
of December 31,
2018 (1)
95.0%
95.7%
99.1%
91.7%
98.5%
91.9%
95.0%
95.7%
98.0%
88.9%
96.6%
91.9%
100.0%
100.0%
92.0%
86.2%
77.8%
51.2%
95.5%
100.0%
100.0%
88.5%
100.0%
100.0%
96.7%
95.3%
88.5%
86.2%
77.8%
51.2%
90.0%
100.0%
100.0%
86.9%
94.3%
100.0%
96.7%
94.0%
Subtotal
92.3%
(1) Percent leased and ending occupancy calculations are based on square feet that includes temporary lease agreements for office buildings and retail centers
3,735,000
93.6%
and the percent leased and ending occupancy calculations are based on units for multifamily buildings.
(2) This property is subject to a ground lease which expires on October 6, 2070.
26
Properties
Location
Year
Acquired
Year
Constructed/
Renovated
# of Units
Net Rentable
Square Feet
Percent
Leased, as of
December 31,
2018 (3)
Ending
Occupancy, as
of December 31,
2018 (3)
Retail Centers
Takoma Park
Westminster
Concord Centre
Wheaton Park
Takoma Park, MD
Westminster, MD
Springfield, VA
Wheaton, MD
Bradlee Shopping Center
Alexandria, VA
Chevy Chase Metro Plaza
Washington, DC
Shoppes of Foxchase
Alexandria, VA
Frederick County Square
Frederick, MD
1963
1972
1973
1977
1984
1985
1994
1995
1962
1969
1960
1967
1955
1975
1960/2006
1973
800 S. Washington Street
Alexandria, VA
1998/2003
1955/1959
Centre at Hagerstown
Hagerstown, MD
Frederick Crossing
Frederick, MD
Randolph Shopping Center
Rockville, MD
Montrose Shopping Center
Rockville, MD
Gateway Overlook
Columbia, MD
Olney Village Center (4)
Olney, MD
Spring Valley Village
Washington, DC
Subtotal
Multifamily Buildings
3801 Connecticut Avenue
Washington, DC
Roosevelt Towers
Falls Church, VA
Park Adams
The Ashby at McLean
Arlington, VA
McLean, VA
Bethesda Hill Apartments
Bethesda, MD
Bennett Park
Clayborne
Arlington, VA
Alexandria, VA
Kenmore Apartments
Washington, DC
The Paramount
Yale West (4)
The Maxwell
The Wellington
Arlington, VA
Washington, DC
Arlington, VA
Arlington, VA
Riverside Apartments
Alexandria, VA
Subtotal
TOTAL
2002
2005
2006
2006
2010
2011
2014
1963
1965
1969
1996
1997
2001
2003
2008
2013
2014
2011
2015
2016
2000
1999/2003
1972
1970
2007
1979/2003
1941/1950/2018
1951
1964
1959
1982
1986
2007
2008
1948
1984
2011
2014
1960
1971
51,000
150,000
75,000
74,000
171,000
49,000
134,000
227,000
46,000
333,000
295,000
82,000
147,000
220,000
199,000
85,000
2,338,000
178,000
170,000
173,000
274,000
225,000
215,000
60,000
268,000
141,000
173,000
116,000
600,000
307
191
200
256
195
224
74
374
135
216
163
711
1,222
4,268
1,001,000
3,594,000
9,667,000
100.0%
95.0%
70.6%
95.6%
100.0%
88.5%
100.0%
92.9%
100.0%
86.5%
90.8%
81.8%
95.7%
97.6%
96.3%
85.2%
92.6%
95.8%
96.9%
97.0%
97.3%
95.4%
98.2%
97.3%
92.2%
96.3%
97.7%
98.8%
96.3%
97.0%
96.5%
100.0%
95.0%
70.6%
92.3%
97.0%
88.5%
100.0%
92.9%
100.0%
86.5%
89.2%
81.8%
95.7%
97.6%
94.2%
85.2%
91.9%
93.2%
92.7%
95.5%
95.7%
93.8%
97.3%
95.9%
91.2%
93.3%
96.3%
95.7%
95.6%
95.4%
94.8%
(3)
Percent leased and ending occupancy calculations are based on square feet that includes temporary lease agreements for office buildings and retail centers
and the leased percentage and ending occupancy calculations are based on units for multifamily buildings.
(4) At December 31, 2018, our properties were encumbered by non-recourse mortgage amounts as follows: $11.2 million on Olney Village Center and $46.2
million on Yale West. Mortgage amounts exclude premiums and debt loan costs.
ITEM 3: LEGAL PROCEEDINGS
None.
ITEM 4: MINE SAFETY DISCLOSURES
N/A.
27
PART II
ITEM 5: MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market and Shareholder Information: Our shares trade on the New York Stock Exchange under the symbol WRE. As of February 14,
2019, there are 3,587 shareholders of record.
Issuer Repurchases; Unregistered Sales of Securities: A summary of our repurchases of shares of our common stock for the three
months ended December 31, 2018 was as follows:
Issuer Purchases of Equity Securities
Total Number of
Shares Purchased (1)
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs
Maximum Number (or
Approximate Dollar Value) of
Shares that May Yet be
Purchased
Period
October 1 - October 31, 2018
November 1 - November 30, 2018
December 1 - December 31, 2018
34,397
— $
57
—
28.93
23.00
N/A
N/A
N/A
N/A
N/A
N/A
Total
(1) Represents restricted shares surrendered by employees to Washington REIT to satisfy such employees' applicable statutory
minimum tax withholding obligations in connection with the vesting of restricted shares.
34,454
23.01
N/A
N/A
Performance Graph:
The following line graph sets forth, for the period from December 31, 2013, through December 31, 2018, a comparison of the
percentage change in the cumulative total stockholder return on our common stock compared to the cumulative total return of the
Standard & Poor's 500 Stock Index and the MSCI US REIT Index. The graph assumes that $100 was invested on December 31,
2013, in shares of our common stock and each of the aforementioned indices and that all dividends were reinvested without the
payment of any commissions. There can be no assurance that the performance of our shares will continue in line with the same
or similar trends depicted in the graph below.
This performance graph shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or
incorporated by reference into any filing by us under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
28
ITEM 6: SELECTED FINANCIAL DATA
The following table sets forth our selected financial data on a historical basis. The following data should be read in conjunction
with our financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results
of Operations included elsewhere in this Form 10-K.
Real estate rental revenue
Income from continuing operations
Discontinued operations:
Income from operations of properties sold or held for
sale
Gain on sale of real estate
Net income
Net income attributable to the controlling interests
Income from continuing operations attributable to the
controlling interests per share – diluted
Net income attributable to the controlling interests per
share – diluted
$
$
$
$
$
$
$
$
2018
2017
2016
2015
2014
(in thousands, except per share data)
336,890
25,630
$
$
325,078
19,612
$
$
313,264
119,288
$
$
306,427
89,187
$
$
288,637
5,070
— $
— $
25,630
25,630
0.32
0.32
$
$
$
$
— $
— $
19,612
19,668
0.25
0.25
$
$
$
$
— $
— $
119,288
119,339
1.65
1.65
$
$
$
$
— $
— $
89,187
89,740
1.31
1.31
$
$
$
$
546
105,985
111,601
111,639
0.08
1.67
Total assets
Line of credit
Mortgage notes payable, net
Notes payable, net
Shareholders’ equity
Cash dividends declared
Cash dividends declared per share
$ 2,417,104
$ 2,359,426
$ 2,253,619
$ 2,191,168
$ 2,108,317
$
$
$
188,000
59,792
995,397
$
$
$
166,000
95,141
894,358
$
$
$
120,000
148,540
843,084
$ 1,068,127
$ 1,094,971
$ 1,050,946
$
$
95,502
1.20
$
$
92,834
1.20
$
$
87,570
1.20
$
$
$
$
$
$
105,000
418,052
743,181
835,649
82,003
1.20
$
$
$
$
$
$
50,000
417,194
743,149
819,555
80,277
1.20
29
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We provide Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in addition to the
accompanying consolidated financial statements and notes to assist readers in understanding our results of operations and financial
condition. We organize the MD&A as follows:
• 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 2018 to 2017 and comparing 2017 to 2016.
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.
When evaluating our financial condition and operating performance, we focus on the following financial and non-financial indicators:
• Net operating income (“NOI”), calculated as set forth below under the caption "Results of Operations - Net Operating Income."
NOI is a non-GAAP supplemental measure to net income.
• Funds From Operations (“NAREIT FFO”), calculated as set forth below under the caption “Funds from Operations.” NAREIT
FFO is a non-GAAP supplemental measure to net income.
• 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.
Leasing activity, including new leases, renewals and expirations.
•
•
For purposes of evaluating comparative operating performance, we categorize our properties as “same-store”, “non-same-store” or
discontinued operations. Same-store properties include properties that were owned for the entirety of the years being compared, and
exclude properties under redevelopment or development and properties acquired, sold or classified as held for sale during the years
being compared. We define development properties as those for which we have planned or ongoing major construction activities on
existing or acquired land pursuant to an authorized development plan. We consider a property's development activities to be complete
when the property is ready for its intended use. The property is categorized as same-store when it has been ready for its intended use
for the entirety of the years being compared. We define redevelopment properties as those for which we have planned or ongoing
significant development and construction activities on existing or acquired buildings pursuant to an authorized plan, which has an
impact on current operating results, occupancy and the ability to lease space with the intended result of a higher economic return on
the property. We categorize a redevelopment property as same-store when redevelopment activities have been complete for the majority
of each year being compared.
Overview
Operating Results
Net income attributable to the controlling interests, NOI and NAREIT FFO for the years ended December 31, 2018 and 2017 were as
follows (in thousands):
Year Ended December 31,
2018
2017
Change
% Change
Net income attributable to the controlling interests
NOI (1)
NAREIT FFO (2)
$
$
25,630
220,660
$
$
19,668
209,428
140,982
$
$
$
5,962
11,232
5,267
30.3%
5.4%
3.7%
$
(1) See pages 33 and 37 of the MD&A for reconciliations of NOI to net income.
(2) See page 48 of the MD&A for reconciliations of NAREIT FFO to net income.
146,249
$
The increase in net income attributable to the controlling interests is primarily due to lower real estate impairment charges ($31.3
30
million) and higher NOI ($11.2 million), partially offset by lower gains on sale of real estate ($22.4 million), higher depreciation and
amortization expense ($9.2 million) and higher interest expense ($3.6 million) in 2018.
The higher NOI is primarily due to income associated with acquisitions ($20.0 million) and higher same-store NOI ($5.6 million),
partially offset by loss of income from properties sold during 2017 and 2018 ($14.4 million). The higher same-store NOI is explained
in further detail beginning on page 33 (Results of Operations - 2018 Compared to 2017).
The increase in NAREIT FFO primarily reflects higher NOI ($11.2 million), partially offset by higher interest expense ($3.6 million)
and the loss on extinguishment of debt ($1.2 million).
Investment Activity
Significant investment transactions during 2018 included the following:
• The acquisition of Arlington Tower, a 391,000 net rentable square foot office building in Arlington, Virginia, for a contract
purchase price of $250.0 million. We incurred $0.6 million of acquisition costs related to this transaction.
• The disposition of Braddock Metro Center, a 356,000 net rentable square foot office building in Alexandria, Virginia, for a
contract sales price of $93.0 million.
• The disposition of 2445 M Street, a 292,000 net rentable square foot office property in Washington, DC, for a contract sales
price of $101.6 million. We recognized a gain on sale of $2.5 million related to this transaction.
Financing Activity
Significant financing transactions during 2018 included the following:
• The execution of an amended, extended and expanded $700.0 million unsecured revolving credit facility (the “Revolving
Credit Facility”) and refinancing of an existing $150.0 million seven-year unsecured term loan with a $250.0 million five-
year unsecured term loan. See note 5 to the consolidated financial statements for additional information on the Revolving
Credit Facility. We recognized a $1.2 million non-cash loss on extinguishment of debt related to the write-off of unamortized
loan origination costs.
• The execution of eight separate equity distribution agreements on May 4, 2018 relating to the issuance of up to $250.0 million
of our common shares from time to time under our at-the-market program. Issuances of our common shares are made at market
prices prevailing at the time of issuance. The equity distribution agreements executed on May 4, 2018 replaced our previous
equity distribution agreements, dated June 23, 2015. During 2018, we issued approximately 1.2 million common shares under
our at-the-market program at an average price of $31.18 per share, raising approximately $35.5 million in net proceeds.
• The prepayment, without penalty, of the $31.7 million mortgage note secured by Kenmore Apartments during the third quarter.
As of February 14, 2019, our Revolving Credit Facility has a borrowing capacity of $496.0 million. As of December 31, 2018, the
interest rate on the facility was LIBOR plus 1.0% and LIBOR was 2.5% as of that date.
Capital Requirements
We do not have any debt maturities scheduled during 2019. We expect to have additional capital requirements as set forth on page 41
(Liquidity and Capital Resources - Capital Requirements).
Results of Operations
The discussion that follows is based on our consolidated results of operations for the three years ended December 31, 2018. The ability
to compare one period to another is significantly affected by acquisitions completed and dispositions made during those years (see note
3 to the consolidated financial statements).
Net Operating Income
NOI, defined as real estate rental revenue less real estate expenses, is a non-GAAP measure. NOI is calculated as net income, less non-
real estate revenue and the results of discontinued operations (including the gain on sale, if any), plus interest expense, depreciation
and amortization, general and administrative expenses, acquisition costs, real estate impairment and gain or loss on extinguishment of
debt. We believe that NOI is useful as a performance measure because, when compared across periods, NOI reflects the impact on
operations of trends in occupancy rates, rental rates and operating costs on an unleveraged basis, providing perspective not immediately
31
apparent from net income. NOI excludes certain components from net income in order to provide results more closely related to a
property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate
asset. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating
performance at the property level. As a result of the foregoing, we provide NOI as a supplement to net income, calculated in accordance
with GAAP. NOI does not represent net income or income from continuing operations, in either case calculated in accordance with
GAAP. As such, it should not be considered an alternative to these measures as an indication of our operating performance. A
reconciliation of NOI to net income follows.
32
2018 Compared to 2017
The following tables reconcile NOI to net income attributable to the controlling interests and provide the basis for our discussion of
our consolidated results of operations and NOI in 2018 compared to 2017. All amounts are in thousands except percentage amounts.
Non-Same-Store
Same-Store
2018
2017
$
Change
%
Change
Acquisitions (1)
Development/
Redevelopment (2)
Held for Sale or
Sold (3)
All Properties
2018
2017
2018
2017
2018
2017
2018
2017
$
Change
%
Change
$ 286,617
$ 278,501
$ 8,116
2.9% $ 41,234
$ 14,518
$ — $ — $ 9,039
$32,059
$ 336,890
$ 325,078
$ 11,812
3.6 %
101,347
98,830
2,517
2.5% 11,306
4,680
21
—
3,556
12,140
116,230
115,650
580
$ 185,270
$ 179,671
$ 5,599
3.1% $ 29,928
$ 9,838
$
(21)
$ — $ 5,483
$19,919
$ 220,660
$ 209,428
$ 11,232
Real estate
rental revenue
Real estate
expenses
NOI
0.5 %
5.4 %
8.2 %
(2.2)%
(94.3)%
(90.0)%
7.6 %
(121,228)
(112,056)
(9,172)
(22,089)
(22,580)
491
(1,886)
(33,152)
31,266
2,495
24,915
(22,420)
(51,144)
(47,534)
(3,610)
—
(1,178)
—
507
—
84
(507)
(100.0)%
(1,178)
(84)
(100.0)%
25,630
19,612
6,018
30.7 %
—
56
(56)
(100.0)%
$ 25,630
$ 19,668
$
5,962
30.3 %
Reconciliation to net income attributable to the controlling interests:
Depreciation and amortization
General and administrative expenses
Real estate impairment
Gain on sale of real estate
Interest expense
Other income
Loss on extinguishment of debt
Income tax benefit
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to the controlling interests
(1)
(2)
(3)
Acquisitions:
2018 Office – Arlington Tower
2017 Office – Watergate 600
Development/redevelopment properties:
Multifamily development property - land adjacent to Riverside Apartments
Sold:
2018 Office – Braddock Metro Center and 2445 M Street
2017 Multifamily – Walker House Apartments
Real Estate Rental Revenue
Real estate rental revenue is comprised of (a) minimum base rent, which includes rental revenues recognized on a straight-line basis,
(b) revenue from the recovery of operating expenses from our tenants, (c) provisions for doubtful accounts in the same quarter that we
established the receivable, which include provisions for straight-line receivables, (d) revenue recognized from lease termination fees
and (e) parking and other tenant charges such as percentage rents.
Real estate rental revenue for same-store properties for the two years ended December 31, 2018 was as follows (in thousands, except
percentage amounts):
Minimum base rent
Recoveries from tenants
Provision for doubtful accounts
Lease termination fees
Parking and other tenant charges
Total same-store real estate rental revenue
Year Ended December 31,
2018
2017
$ Change
% Change
$
$
246,650
28,582
(2,114)
1,834
11,665
286,617
$
$
239,716
27,153
(1,252)
2,025
10,859
278,501
$
$
6,934
1,429
(862)
(191)
806
8,116
2.9 %
5.3 %
68.8 %
(9.4)%
7.4 %
2.9 %
• Minimum base rent: Increase primarily due to higher rental income from new leases at Army Navy Building, Silverline Center,
1901 Pennsylvania Avenue, 1140 Connecticut Avenue, 1776 G Street and Gateway Overlook, partially offset by lease
expirations at Quantico Corporate Center.
33
• Recoveries from tenants: Increase primarily due to higher reimbursements for operating expenses ($1.0 million) and real estate
taxes ($0.4 million).
• Provision for doubtful accounts: Increase primarily due to higher provisions in the office ($0.6 million) and retail ($0.3 million)
segments.
•
Lease termination fees: Decrease primarily due to lower fees in the retail ($0.2 million) segment.
• Parking and other tenant charges: Increase primarily due to higher parking income ($0.2 million).
Real estate rental revenue from same-store properties by segment for the two years ended December 31, 2018 was as follows (in
thousands, except percentage amounts):
Office
Multifamily
Retail
Total same-store real estate rental revenue
Year Ended December 31,
2018
128,201
95,194
63,222
286,617
$
$
2017
123,625
92,486
62,390
278,501
$
$
$
$
$ Change
% Change
4,576
2,708
832
8,116
3.7%
2.9%
1.3%
2.9%
• Office: Increase primarily due to higher rental income ($3.6 million) and reimbursements ($0.7 million), partially offset by
higher provisions for uncollectible revenue ($0.6 million).
• Multifamily: Increase primarily due to higher rental income ($2.3 million), tenant fees ($0.1 million) and parking income ($0.1
million).
• Retail: Increase primarily due to higher reimbursements ($0.6 million) and rental income ($0.5 million), partially offset by
higher provisions for uncollectible revenue ($0.3 million).
Real estate rental revenue from acquisitions increased due to the acquisition of Arlington Tower ($22.4 million) in the first quarter of
2018 and Watergate 600 ($4.3 million) in the second quarter of 2017.
Real estate rental revenue from held for sale and sold properties decreased due to the sale of Braddock Metro Center ($10.5 million)
during the first quarter of 2018, 2445 M Street ($9.7 million) during the second quarter of 2018 and Walker House Apartments ($2.8
million) during the fourth quarter of 2017.
Ending occupancy represents occupied square footage indicated as a percentage of total square footage as of the last day of that period.
Ending occupancy by segment for the two years ended December 31, 2018 was as follows:
Segment
Office
Multifamily
Retail
Total
December 31, 2018
December 31, 2017
Increase (decrease)
Same-Store
91.7%
94.8%
91.9%
93.0%
Non-Same-
Store
95.1%
N/A
N/A
95.1%
Total
92.3%
94.8%
91.9%
93.1%
Same-Store
Non-Same-
Store
92.0%
94.1%
91.2%
92.6%
84.0%
N/A
N/A
84.0%
Total
90.1%
94.1%
91.2%
91.8%
Same-Store
(0.3)%
0.7 %
0.7 %
0.4 %
Non-Same-
Store
Total
11.1%
N/A
N/A
11.1%
2.2%
0.7%
0.7%
1.3%
• Office: The decrease in same-store ending occupancy was primarily due to lower ending occupancy at 2000 M Street and
1600 Wilson Boulevard, partially offset by higher ending occupancy at Army Navy Building.
• Multifamily: The increase in same-store ending occupancy was primarily due to higher ending occupancy at The Ashby at
McLean, Bennett Park and Clayborne Apartments, partially offset by lower ending occupancy at Bethesda Hill Apartments.
• Retail: The increase in same-store ending occupancy was primarily due to higher ending occupancy at Randolph Shopping
Center and South Washington Street, partially offset by lower ending occupancy at Concord Centre.
34
During 2018, we executed new and renewed leases in our office and retail segments as follows:
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
Retail
$
325
307
49.22
18.48
Total
34.31
(1) Consist of tenant improvements and leasing commissions.
632
Real Estate Expenses
10.3% $
5.8%
9.0%
54.86
6.54
31.42
5.0
0.6
3.9
58.1%
95.5%
75.2%
Real estate expenses as a percentage of revenue for the two years ended December 31, 2018 were 34.5% and 35.6%, respectively.
Real estate expenses from same-store properties by segment for the two years ended December 31, 2018 were as follows (in thousands):
Office
Multifamily
Retail
Total same-store real estate expenses
Year Ended December 31,
2018
2017
$ Change
% Change
$
$
48,459
$
47,295
$
37,214
15,674
36,349
15,186
101,347
$
98,830
$
1,164
865
488
2,517
2.5%
2.4%
3.2%
2.5%
• Office: Increase primarily due to higher bad debt ($0.3 million), repairs and maintenance ($0.3 million), utilities ($0.2 million)
and custodial ($0.2 million) expenses.
• Multifamily: Increase primarily due to higher administrative ($0.7 million), custodial ($0.1 million) and utilities ($0.1 million)
expenses.
• Retail: Increase primarily due to higher real estate tax ($0.2 million), repairs and maintenance ($0.2 million) and snow removal
($0.1 million) expenses.
Other Expenses
Depreciation and Amortization: Increase primarily due to the acquisition of Arlington Tower ($13.9 million) and Watergate 600 ($4.3
million) and due to higher depreciation and amortization at same store properties ($0.9 million), partially offset by the dispositions of
2445 M Street ($5.2 million), Braddock Metro Center ($4.4 million), and Walker House Apartments ($0.3 million).
General and Administrative Expenses: Decrease primarily due to lower expenses related to an information systems upgrade performed
in 2017.
Real estate impairment: During the first quarter of 2018, 2445 M Street met the criteria for classification as held for sale. We consequently
recorded an impairment charge of $1.9 million during that quarter to reduce the carrying value of the property to its estimated fair
value, less estimated selling costs. The real estate impairment losses of $24.1 million and $9.1 million in 2017 reduced the carrying
values of 2445 M Street and Braddock Metro Center, respectively (see note 3 to the consolidated financial statements).
Gain on sale of real estate: Gain during 2018 is due to completion of the sale of 2445 M Street. An amendment to the purchase and
sale agreement executed during the second quarter of 2018 increased the contract sales price to $101.6 million. The gain during 2017
is due to the sale of Walker House Apartments for a contract sale price of $32.2 million.
35
Interest Expense: Interest expense by debt type for the two years ended December 31, 2018 was as follows (in thousands, except
percentage amounts):
Debt Type
Notes payable
Mortgage notes payable
Line of credit
Capitalized interest
Total
Year Ended December 31,
2018
2017
$ Change
% Change
$
$
39,818
3,926
9,491
(2,091)
51,144
$
$
37,487
4,804
6,207
(964)
47,534
$
$
2,331
(878)
3,284
(1,127)
3,610
6.2 %
(18.3)%
52.9 %
116.9 %
7.6 %
• Notes payable: Increase primarily due to executing the $250.0 million term loan in March 2018, which increased and replaced
the $150 million term loan.
• Mortgage notes payable: Decrease primarily due to the repayment of the mortgage notes secured by Kenmore Apartments in
•
2018 and Army Navy Building in 2017.
Line of credit: Increase primarily due to weighted average borrowings of $230.9 million and a weighted average interest rate
of 2.96% during 2018, as compared to $179.6 million and 2.15%, respectively, during 2017.
• Capitalized interest: Increase primarily due to higher spending related to the Trove, the multifamily development adjacent to
The Wellington, and the commencement in 2018 of interest capitalization on spending related to the multifamily development
adjacent to Riverside Apartments.
Loss on extinguishment of debt: We recognized a $1.2 million non-cash loss on extinguishment of debt during 2018 related to the write-
off of unamortized loan origination costs associated with the refinancing of an existing $150.0 million seven-year unsecured term loan
with a $250.0 million five-year unsecured term loan and the execution of an amended, extended and expanded $700.0 million unsecured
revolving credit facility (see note 4 to the consolidated financial statements).
New Lease Accounting Standard: In February 2016, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards
Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends existing lease accounting standards for both lessees
and lessors (see note 2 to the consolidated financial statements). The new standard is effective for fiscal years beginning after December
15, 2018 and for interim periods therein with early adoption permitted. Washington REIT will adopt the new standard for the fiscal
year beginning on January 1, 2019. Under ASU 2016-02, the FASB determined that only incremental costs or initial direct costs of
executing a lease contract qualify for capitalization, while current accounting standards allow for the capitalization of indirect leasing
costs. While we are still evaluating the impact ASU 2016-02 may have on our consolidated financial statements, our preliminary
estimate is that had we implemented the new standard at the beginning of 2018, our annual earnings would have been reduced by $1.0
- $1.5 million related to indirect leasing costs that will no longer qualify for capitalization under the new standard.
36
2017 Compared to 2016
The following tables reconcile NOI to net income attributable to the controlling interests and provide the basis for our discussion of
our consolidated results of operations and NOI in 2017 compared to 2016. All amounts are in thousands except percentage amounts.
Same-Store
2017
2016
$
Change
%
Change
Non-Same-Store
Acquisitions (1)
Development/
Redevelopment (2)
Held for Sale or
Sold (3)
All Properties
2017
2016
2017
2016
2017
2016
2017
2016
$
Change
%
Change
Real estate
rental revenue
Real estate
expenses
NOI
$270,040
$259,555
$ 10,485
4.0% $ 36,800
$ 13,113
$ 4,559
$ 4,926
$ 13,679
$ 35,670
$325,078
$313,264
$ 11,814
94,150
93,674
476
0.5% 13,826
5,475
2,639
2,787
5,035
13,077
115,650
115,013
637
$175,890
$165,881
$ 10,009
6.0% $ 22,974
$ 7,638
$ 1,920
$ 2,139
$ 8,644
$ 22,593
$209,428
$198,251
$ 11,177
3.8 %
0.6 %
5.6 %
Reconciliation to net income attributable to the controlling interests:
Depreciation and amortization
Acquisition costs
General and administrative expenses
Real estate (impairment) and casualty gain, net
Gain on sale of real estate
Interest expense
Other income
Income tax benefit (expense)
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to the controlling interests
Acquisitions:
2017 Office – Watergate 600
2016 Multifamily – Riverside Apartments
(1)
(2)
Development/redevelopment properties:
Office redevelopment properties – Army Navy Building
Held for Sale:
2017 Office – Braddock Metro Center
Sold:
(112,056)
(108,406)
(3,650)
3.4 %
—
(1,178)
1,178
(100.0)%
(22,580)
(19,545)
(3,035)
15.5 %
(33,152)
676
(33,828)
(5,004.1)%
24,915
101,704
(76,789)
(47,534)
(53,126)
5,592
507
84
297
615
210
(531)
19,612
119,288
(99,676)
56
51
5
(75.5)%
(10.5)%
70.7 %
(86.3)%
(83.6)%
9.8 %
$ 19,668
$119,339
$(99,671)
(83.5)%
2017 Multifamily – Walker House Apartments
2016 Office – Maryland Office Portfolio (6110 Executive Boulevard, 600 Jefferson Plaza, Wayne Plaza, West Gude Drive, 51 Monroe Street and One Central Plaza)
Real Estate Rental Revenue
Real estate rental revenue for same-store properties for the two years ended December 31, 2017 was as follows (in thousands, except
percentage amounts):
Minimum base rent
Recoveries from tenants
Provision for doubtful accounts
Lease termination fees
Parking and other tenant charges
Total same-store real estate rental revenue
Year Ended December 31,
2017
2016
$ Change
% Change
$
$
227,661
31,297
(1,191)
1,881
10,392
270,040
$
$
218,769
31,064
(960)
1,350
9,332
259,555
$
$
8,892
233
(231)
531
1,060
10,485
4.1%
0.8%
24.1%
39.3%
11.4%
4.0%
• Minimum base rent: Increase primarily due to higher rental income ($10.3 million), partially offset by higher abatements ($1.1
million) and amortization of capitalized lease incentives ($0.3 million).
• Recoveries from tenants: Increase primarily due to higher reimbursements for operating expenses ($0.4 million), partially
offset by lower reimbursements for real estate taxes ($0.1 million).
• Provision for doubtful accounts: Increase primarily due to higher provisions in the retail segment ($0.2 million).
•
• Parking and other tenant charges: Increase primarily due to higher parking income.
Lease termination fees: Increase primarily due to higher fees in the retail ($0.3 million) and office ($0.2 million) segments.
37
Real estate rental revenue from same-store properties by segment for the two years ended December 31, 2017 was as follows (in
thousands, except percentage amounts):
Office
Multifamily
Retail
Total same-store real estate rental revenue
Year Ended December 31,
2017
137,447
70,203
62,390
270,040
$
$
2016
128,815
69,174
61,566
259,555
$
$
$
$
$ Change
% Change
8,632
1,029
824
10,485
6.7%
1.5%
1.3%
4.0%
• Office: Increase primarily due to higher rental income ($9.2 million), parking income ($0.4 million) and lease termination
fees ($0.2 million), partially offset by higher rent abatements ($1.5 million).
• Multifamily: Increase primarily due to higher rental income ($1.0 million).
• Retail: Increase primarily due to higher reimbursements ($0.3 million) and lease termination fees ($0.3 million).
Real estate rental revenue from acquisitions increased due to the acquisition of Watergate 600 ($14.5 million) in 2017 and having the
full year impact of the Riverside Apartments acquisition ($9.2 million) in 2016.
Real estate rental revenue from development/redevelopment properties decreased primarily due to lower revenue ($0.4 million) at the
Army Navy Building, which was under redevelopment and substantially completed redevelopment activities during 2017.
Real estate rental revenue from held for sale or sold properties decreased primarily due to the sale of the Maryland Office Portfolio
($20.3 million) in 2016, the non-renewal of a large tenant at Braddock Metro Center ($1.0 million) and the sale of Walker House
Apartments ($0.7 million) in 2017.
Ending occupancy represents occupied square footage indicated as a percentage of total square footage as of the last day of that period.
Ending occupancy for the two years ended December 31, 2017 was as follows:
December 31, 2017
December 31, 2016
Increase (decrease)
Segment
Office
Multifamily
Retail
Total
Same-Store
93.1%
93.6%
91.2%
92.7%
Non-Same-
Store
Total
Same-Store
Non-Same-
Store
Total
77.3%
95.3%
N/A
87.5%
90.1%
94.1%
91.2%
91.8%
91.7%
95.3%
95.7%
94.0%
87.3%
92.5%
N/A
91.0%
91.1%
94.5%
95.7%
93.5%
Same-Store
1.4 %
(1.7)%
(4.5)%
(1.3)%
Non-Same-
Store
(10.0)%
2.8 %
N/A
(3.5)%
Total
(1.0)%
(0.4)%
(4.5)%
(1.7)%
• Office: The increase in same-store ending occupancy was primarily due to higher ending occupancy at Fairgate at Ballston,
1776 G Street and Silverline Center, partially offset by lower ending occupancy at Quantico Corporate Center. The decrease
in non-same-store ending occupancy was primarily due to the non-renewal of a large tenant at Braddock Metro Center.
• Multifamily: The decrease in same-store ending occupancy was primarily due to lower ending occupancy at The Ashby at
McLean and Kenmore Apartments.
• Retail: The decrease in same-store ending occupancy was primarily due to lower ending occupancy at Frederick Crossing
and Centre at Hagerstown.
•
During 2017, we executed new and renewed leases in our office and retail segments as follows:
Square Feet
(in millions)
Average Rental
Rate
(per square foot)
43.63
$
29.20
38.35
% Rental Rate
Increase
Leasing Costs (1)
(per square foot)
81.25
12.81
56.18
8.8% $
16.5%
10.8%
Free Rent
(weighted average
months)
Retention Rate
9.2
1.4
7.0
51.4%
66.9%
57.2%
Office
Retail
Total
(1) Consist of tenant improvements and leasing commissions.
0.5
0.3
0.8
The low retention rate in the office segment is primarily due to the non-renewal of a large tenant at Braddock Metro Center. We executed
a lease with a new tenant for that space, and subsequently sold the property during the first quarter of 2018.
38
Real Estate Expenses
Real estate expenses as a percentage of revenue for the two years ended December 31, 2017 were 35.6% and 36.7%, respectively.
Real estate expenses from same-store properties by segment for the two years ended December 31, 2017 were as follows (in thousands):
Office
Multifamily
Retail
Total same-store real estate expenses
Year Ended December 31,
2017
2016
$ Change
% Change
$
$
51,761
$
50,159
$
27,203
15,186
27,655
15,860
94,150
$
93,674
$
1,602
(452)
(674)
476
3.2 %
(1.6)%
(4.2)%
0.5 %
• Office: Increase primarily due to higher real estate tax ($0.9 million), custodial ($0.5 million) and administrative ($0.3 million)
expenses.
• Multifamily: Decrease primarily due to lower utilities ($0.2 million), repairs and maintenance ($0.2 million) and snow removal
($0.1 million) expenses.
• Retail: Decrease primarily due to lower bad debt ($0.4 million) and snow removal ($0.3 million) expenses.
Other Expenses
Depreciation and Amortization: Increase primarily due to the Watergate 600 acquisition ($7.6 million) and higher depreciation and
amortization at same-store properties ($2.0 million), partially offset by dispositions ($3.8 million) and lower depreciation and
amortization at Riverside Apartments ($1.6 million), Braddock Metro Center ($0.4 million) and Army Navy Building ($0.2 million)
due to lower amortization of acquired intangible lease assets.
Acquisition Costs: The acquisition costs in 2016 are related to the acquisition of Riverside Apartments. We capitalized the costs associated
with the acquisition of Watergate 600 in 2017 due to accounting for the transaction as an asset acquisition in accordance with the
adoption of ASU No. 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business.
General and Administrative Expenses: Increase primarily due to higher share based compensation expense ($1.4 million) due to a
higher volume of forfeitures in 2016, higher non-share based incentive compensation ($1.3 million) due to improved forecasted operating
results, and higher expenses related to an information systems upgrade ($1.0 million), partially offset by lower professional fees ($0.5
million).
Real estate (impairment) and casualty gain, net: The real estate impairment losses of $24.1 million and $9.1 million in 2017 reduced
the carrying values of 2445 M Street and Braddock Metro Center, respectively (see note 3 to the consolidated financial statements).
The casualty gain in 2016 represents the gain recognized upon the receipt of insurance proceeds related to damage from a fire at
Bethesda Hill Towers during the first quarter of 2015 that damaged four units.
Gain on sale of real estate: Decrease due to the sales of Dulles Station II, 6110 Executive Boulevard, 51 Monroe Street, 600 Jefferson
Plaza, West Gude Drive, 51 Monroe Street and One Central Plaza during 2016, as compared to the sale of Walker House Apartments
in 2017.
39
Interest Expense: Interest expense by debt type for the two years ended December 31, 2017 was as follows (in thousands, except
percentage amounts):
Debt Type
Notes payable
Mortgage notes payable
Line of credit
Capitalized interest
Total
Year Ended December 31,
2017
2016
$ Change
% Change
$
$
37,487
$
33,439
$
4,804
6,207
(964)
47,534
$
14,654
5,701
(668)
53,126
$
4,048
(9,850)
506
(296)
(5,592)
12.1 %
(67.2)%
8.9 %
44.3 %
(10.5)%
• Notes payable: Increase primarily due to executing the $150.0 million term loan in 2016, which has a variable 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 and 2445 M Street in 2016 and Army Navy Building
in 2017.
Line of credit: Increase primarily due to a weighted average interest rate of 2.15% during 2017, as compared to 1.52% during
2016.
•
• Capitalized interest: Increase primarily due to capitalization of interest on spending related to the Trove, the multifamily
development adjacent to The Wellington.
Income tax benefit: The income tax benefit in 2016 resulted from a reduction of the valuation allowance on a deferred tax asset at one
of our taxable REIT subsidiaries due to a net operating loss as a result of the sale of Dulles Station II. The income tax benefit in 2017
results from the anticipated income at the TRS and the corresponding usage of the net operating loss.
40
Liquidity and Capital Resources
Capital Structure
We manage our capital structure to reflect a long-term investment approach, generally seeking to match the cash flow of our assets
with a mix of equity and various debt instruments. We expect that our capital structure will allow us to obtain additional capital
from diverse sources that could include additional equity offerings of common shares, public and private secured and unsecured
debt financings, asset dispositions, operating units and joint venture equity. Our ability to raise funds through the incurrence of
debt and issuance of equity securities is dependent on, among other things, general economic conditions, general market conditions
for REITs, our operating performance, our debt rating and the current trading price of our common shares. We analyze which
source of capital we believe to be most advantageous to us at any particular point in time.
As of February 14, 2019, we had cash and cash equivalents of approximately $15.6 million and availability under our Revolving
Credit Facility of $496.0 million. We currently expect that our potential sources of liquidity for acquisitions, development,
redevelopment, expansion and renovation of properties, and operating and administrative expenses, may include:
• Cash flow from operations;
• Borrowings under our Revolving Credit Facility or other new short-term facilities;
•
•
•
•
• Net proceeds from the sale of assets.
Issuances of our equity securities and/or common units in operating partnerships;
Issuances of preferred shares;
Proceeds from long-term secured or unsecured debt financings, including construction loans and term loans;
Investment from joint venture partners; and
During 2019, we expect that we will have significant capital requirements, including the following items:
Funding dividends and distributions to our shareholders;
•
• Approximately $80 - $85 million to invest in our existing portfolio of operating assets, including approximately $25 -
$30 million to fund tenant-related capital requirements and leasing commissions;
• Approximately $65 - $70 million to invest in our development and redevelopment projects; and
•
Funding for potential property acquisitions throughout 2019, offset by proceeds from potential property dispositions.
There can be no assurance that our capital requirements will not be materially higher or lower than the above expectations. We
currently believe that we will generate sufficient cash flow from operations and potential property sales and have access to the
capital resources necessary to fund our requirements in 2019. However, as a result of general market conditions in the greater
Washington metro region, economic conditions affecting the ability to attract and retain tenants, rising interest rates or declines
in our share price, unfavorable changes in the supply of competing properties, or our properties not performing as expected, we
may not generate sufficient cash flow from operations and property sales or otherwise have access to capital on favorable terms,
or at all. If we are unable to obtain capital from other sources, we may need to alter capital spending to be materially different
than what is stated in the prior paragraph. If capital were not available, we may be unable to satisfy the distribution requirement
applicable to REITs, make required principal and interest payments, make strategic acquisitions or make necessary and/or routine
capital improvements or undertake improvement/redevelopment opportunities with respect to our existing portfolio of operating
assets.
Debt Financing
We generally use secured or unsecured, corporate-level debt, including unsecured notes, our Revolving Credit Facility, bank term
loans and mortgages, to meet our borrowing needs. Long-term, we generally use fixed rate debt instruments in order to match the
returns from our real estate assets. If we issue unsecured debt in the future, we would seek to ladder the maturities of our debt to
mitigate exposure to interest rate risk in any particular future year. We also utilize variable rate debt for short-term financing
purposes. At times, our mix of variable and fixed rate debt may not suit our needs. At those times, we may use derivative financial
instruments including interest rate swaps and caps, forward interest rate options or interest rate options in order to assist us in
managing our debt mix. We may either hedge our variable rate debt to give it an effective fixed interest rate or hedge fixed rate
debt to give it an effective variable interest rate.
41
Our future debt principal payments are scheduled as follows (in thousands):
5.1%
2.7%
4.0%
3.1%
7.4%
3.9%
4.8%
3.9%
Year
2019
2020
2021
2022
2023
Thereafter
Mortgage
Notes Payable
Unsecured
Notes Payable/
Term Loans
Revolving
Credit Facility
Total Debt
Average
Interest Rate
$
— $
— $
— $
—
—
—
250,000
150,000 (1)
44,517
300,000
—
—
—
—
250,000 (2)
188,000 (3)
50,000
—
250,000
150,000
344,517
438,000
50,000
Scheduled principal payments
44,517
1,000,000
188,000
1,232,517
Scheduled mortgage note
amortization payments
Premiums and discounts, net
Debt issuance costs, net
Total
12,853
2,520
(98)
59,792
$
—
(1,189)
(3,414)
995,397
—
—
—
188,000
$
12,853
1,331
(3,512)
$ 1,243,189
$
(1) Washington REIT uses interest rate derivatives to effectively fix the $150.0 million term loan's variable interest rate at 2.72%.
(2) Washington REIT uses interest rate derivatives to effectively fix the $250.0 million term loan's variable interest rate at 2.87%.
(3) Maturity date for the unsecured line of credit of March 2023 assumes election of option for two additional 6-month periods.
The weighted average maturity for our debt is 3.7 years. If principal amounts due at maturity cannot be refinanced, extended or
paid with proceeds of other capital transactions, such as new equity capital, our cash flow may be insufficient to repay all maturing
debt. Prevailing interest rates or other factors at the time of a refinancing, such as possible reluctance of lenders to make commercial
real estate loans, may result in higher interest rates and increased interest expense or inhibit our ability to finance our obligations.
From time to time, we may seek to repurchase and cancel our outstanding unsecured notes and term loans through open market
purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions,
our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
42
Debt Covenants
Our Revolving Credit Facility contains financial and other covenants with which we must comply. Some of these covenants
include:
•
•
•
•
•
ratio of total debt to total asset value of not more than 0.60 to 1.00 (subject to a higher level following material acquisitions);
ratio of adjusted EBITDA (earnings before noncontrolling interests, interest expense, income tax expense, depreciation,
amortization, acquisition costs, and extraordinary, unusual or nonrecurring gains and losses) to fixed charges of not less
than 1.50 to 1.00;
ratio of secured indebtedness to total asset value of not more than 0.40 to 1.00;
ratio of adjusted net operating income from unencumbered properties satisfying certain criteria specified in the Credit
Agreement to interest expense on unsecured indebtedness of not less than 1.75 to 1.00; and
ratio of unsecured indebtedness to the unencumbered pool value of properties satisfying certain criteria specified in, and
valued per the terms of, the Credit Agreement of not more than 0.60 to 1.00 (subject to a higher level following material
acquisitions).
Our mortgage notes contain covenants with which we must comply.
Our unsecured notes contain covenants with which we must comply, including:
• A maximum ratio of 65.0% of total indebtedness to total assets;
• A maximum ratio of 40.0% of secured indebtedness to total assets;
• A minimum ratio of 1.50 of our income available for debt service payments to required debt service payments; and
• A minimum ratio of 1.50 of total unencumbered assets to total unsecured indebtedness.
Failure to comply with any of the covenants under our mortgage notes, Revolving Credit Facility, unsecured notes or other debt
instruments could result in a default under one or more of our debt covenants. This could cause our lenders to accelerate the timing
of payments and could therefore have a material adverse effect on our business, operations, financial condition and liquidity. In
addition, our ability to draw on our Revolving Credit Facility or incur other unsecured debt in the future could be restricted by
the debt covenants.
As of December 31, 2018, we were in compliance with the covenants related to our mortgage notes, Revolving Credit Facility
and unsecured notes.
Common Equity
We have authorized for issuance 100.0 million common shares, of which approximately 79.9 million shares were outstanding at
December 31, 2018.
During the second quarter of 2016, we issued approximately 5.3 million common shares, including 0.7 million shares issued
pursuant to the underwriters' over-allotment option, at a price to the public of $28.20 per share. We received net proceeds of
approximately $143.4 million.
On May 4, 2018, we entered into eight separate equity distribution agreements (collectively, the “2018 Equity Distribution
Agreements”) with each of Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and SunTrust
Robinson Humphrey, Inc. relating to the issuance of up to $250.0 million of our common shares from time to time. Issuances of
our common shares are made at market prices prevailing at the time of issuance. We may use net proceeds from the issuance of
common shares under this program for general business purposes, including, without limitation, working capital, the acquisition,
renovation, expansion, improvement, development or redevelopment of income producing properties or the repayment of debt.
43
Our issuances and net proceeds on the 2018 Equity Distribution Agreements for the year ended December 31, 2018 were as follows
(in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
Year Ended December 31, 2018
$
$
1,165
31.18
35,472
The 2018 Equity Distribution Agreements replaced our previous equity distribution agreements with Wells Fargo Securities, LLC,
BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and RBC Capital Markets LLC, dated June 23, 2015. Our
issuances and net proceeds on the previous equity distribution agreements for the three years ended December 31, 2018 were as
follows (in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
Year Ended December 31,
2018
2017
2016
$
$
—
— $
— $
3,587
32.06
113,194
$
$
904
33.32
29,579
We have a dividend reinvestment program, whereby shareholders may use their dividends and optional cash payments to purchase
common shares. The common shares sold under this program may either be common shares issued by us or common shares
purchased in the open market.
Our issuances and net proceeds on the dividend reinvestment program for the three years ended December 31, 2018 were as follows
(in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
Preferred Equity
Year Ended December 31,
2018
2017
2016
$
$
81
29.18
1,973
$
$
80
32.25
2,576
$
$
23
30.98
700
Our board of trustees can, at its discretion, authorize the issuance of up to 10.0 million preferred shares. The ability to issue
preferred equity provides Washington REIT an additional financing tool that may be used to raise capital for future acquisitions
or other business purposes. As of December 31, 2018, no preferred shares are issued and outstanding.
Capital Commitments
We will require capital for development and redevelopment projects currently underway and in the future. We are currently engaged
in development activities for the ground-up development of a multifamily property (Trove) on land adjacent to The Wellington
and predevelopment activities for the ground-up development of a multifamily property on land adjacent to Riverside Apartments.
We substantially completed major construction activities on our redevelopment of Spring Valley Village during the fourth quarter
of 2018. As of December 31, 2018, we had no outstanding contractual commitments related to our development and redevelopment
projects, and expect to fund approximately $65 - $70 million of total development and redevelopment spending during 2019.
In addition to our development and redevelopment projects, we anticipate funding several major renovation projects in our portfolios
during 2019, as follows (in thousands):
Office
Multifamily
Retail
Total
$
$
6,884
23,673
1,909
32,466
44
These projects include unit, common area and lobby renovations and roof replacements at multifamily properties; elevator and
lobby modernizations, HVAC replacements and garage repairs at office properties; and roof and sprinklers replacements at retail
properties. Not all of the anticipated spending had been committed via executed construction contracts at December 31, 2018. We
expect to fund these projects using cash generated by our real estate operations, through borrowings on our Revolving Credit
Facility, or raising additional debt or equity capital in the public market.
Contractual Obligations
As of December 31, 2018, certain contractual obligations will require significant capital as follows (in thousands):
Long-term debt(1)
Purchase obligations(2)
Tenant-related capital(3)
Building capital(4)
Operating leases
Payments due by Period
Total
Less than 1
year
1-3 years
4-5 years
After 5
years
$ 1,409,808
$
46,208
$
848,654
$
452,258
$
62,688
7,983
6,240
7,514
13,601
2,798
6,240
7,514
323
5,185
—
—
863
—
—
—
520
—
—
—
11,895
(1) See notes 4, 5 and 6 of our consolidated financial statements. Amounts include principal, interest and facility fees.
(2) Represents electricity and gas purchase agreements with terms through 2021.
(3) Committed tenant-related capital based on executed leases as of December 31, 2018.
(4) Committed building capital additions based on contracts in place as of December 31, 2018.
We have various standing or renewable contracts with vendors. The majority of these contracts can be canceled with immaterial
or no cancellation penalties, with the exception of our elevator maintenance, electricity and gas purchase agreements, which are
included above on the purchase obligations line. Contract terms on leases that can be canceled are generally one year or less. We
are currently committed to fund tenant-related capital improvements as described in the table above for executed leases. However,
expected leasing levels could require additional tenant-related capital improvements which are not currently committed. We expect
that total tenant-related capital improvements, including those already committed, will be approximately $36.6 million in 2019.
Historical Cash Flows
Cash flows from operations are an important factor in our ability to sustain our dividend at its current rate. If our cash flows from
operations were to decline significantly, we may have to reduce our dividend. Consolidated cash flows for the three years ended
December 31, 2018 were as follows (in thousands):
Cash provided by operating activities
$
Cash used in investing activities
Cash (used in) provided by financing activities
Year ended December 31,
Variance
2018
$
147,369
(38,942)
(113,410)
$
2017
130,626
(196,354)
60,729
2016
2018 vs.
2017
2017 vs.
2016
$
114,725
(63,492)
(70,819)
$
16,743
157,412
(174,139)
15,901
(132,862)
131,548
Net cash provided by operating activities increased in 2018 as compared to 2017 primarily due to the acquisitions of Arlington
Tower in January 2018 and Watergate 600 in April 2017, partially offset by higher interest payments and the sales of 2445 M
Street in June 2018, Braddock Metro Center in January 2018 and Walker House Apartments in October 2017. Net cash provided
by operating activities increased in 2017 as compared to 2016 primarily due to income from acquisitions executed in 2016 and
2017 and lower interest payments in 2017, partially offset by dispositions in 2016 and 2017.
Net cash used in investing activities decreased in 2018 as compared to 2017 primarily due to a higher volume of disposition activity
and lower volume of acquisition activity in 2018, partially offset by higher development/redevelopment spending in 2018. Net
cash used in investing activities increased in 2017 as compared to 2016 primarily due to a lower volume of disposition activity in
2017, partially offset by executing a smaller acquisition during 2017.
Net cash used in financing activities increased in 2018 as compared to 2017 primarily due to lower proceeds from equity issuances,
lower net borrowings on the Revolving Credit Facility, the repayment of the 2016 Term Loan and the repayments of a mortgage
note secured by Kenmore Apartments and a mortgage note at Arlington Tower’s settlement during 2018, partially offset by proceeds
45
from the 2018 Term Loan during 2018 and the repayment of the mortgage note secured by Army Navy Building during 2017. Net
cash used in financing activities decreased in 2017 as compared to 2016 primarily due to lower debt repayments and higher net
borrowings on the Revolving Credit Facility, partially offset by lower proceeds from equity issuances.
Capital Improvements and Development Costs
Our capital improvement, development and redevelopment costs for the three years ended December 31, 2018 were as follows
(in thousands):
Accretive capital improvements and development costs:
Acquisition related
Expansions and major renovations
Development/redevelopment
Tenant improvements (including first generation leases)
Total accretive capital improvements (1)
Other capital improvements:
Total
Year Ended December 31,
2018
2017
2016
$
13,489
$
24,556
$
26,045
34,806
24,914
99,254
6,622
14,629
18,150
16,926
74,261
4,404
$
105,876
$
78,665
$
8,644
10,869
22,572
29,657
71,742
7,924
79,666
(1) We consider these capital improvements to be accretive to revenue and not necessarily to net income.
Included in the capital improvement and development costs listed above are capitalized interest in the amount of $2.1 million,
$1.0 million and $0.7 million for the three years ended December 31, 2018, respectively, and capitalized employee compensation
in the amount of $2.7 million, $2.5 million and $1.6 million for the three years ended December 31, 2018, respectively.
Accretive Capital Improvements
Acquisition Related Improvements: Acquisition related improvements are capital improvements to properties acquired during the
preceding three years which were anticipated at the time we acquired the properties. These types of improvements were made in
2018 to Watergate 600, Riverside Apartments and Arlington Tower.
Expansions and Major Renovations: Expansion projects increase the rentable area of a property, while major renovation projects
are improvements sufficient to increase the income otherwise achievable at a property. Expansions and major renovations during
2018 included heating system replacement and unit renovations at The Kenmore; common area and unit renovations at Riverside
Apartments, The Ashby, 3801 Connecticut Avenue and The Wellington; elevator modernization and garage repairs at 1140
Connecticut Avenue; heating system repairs at 1600 Wilson Boulevard; base building mechanical upgrades at 1775 Eye Street
and facade repairs at The Wellington.
Development/Redevelopment: Development costs represent expenditures for ground up development of new operating properties.
Redevelopment costs represent expenditures for improvements intended to reposition properties in their markets and increase
income than would be otherwise achievable. Development/redevelopment costs in 2018 primarily include development costs for
the Trove, a multifamily development adjacent to The Wellington, predevelopment costs for a future multifamily development
adjacent to Riverside Apartments, and redevelopment costs at Spring Valley Village.
Tenant Improvements: Tenant improvements are costs, such as space build-outs, associated with commercial lease transactions.
Our average tenant improvement costs per square foot of space leased during the three years ended December 31, 2018 were as
follows:
Office
Retail
Year Ended December 31,
2018
2017
2016
$
$
33.51
3.52
$
$
62.28
8.69
$
$
28.96
5.53
The $28.77 decrease in 2018 and $33.32 increase in 2017 in tenant improvement costs per square foot of office space leased were
primarily due to tenant leases at Braddock Metro Center and Army Navy Building and a large lease renewal at 1775 Eye Street
executed in 2017.
46
The $5.17 decrease in 2018 and $3.16 increase in 2017 tenant improvements costs per square foot of retail space leased were
primarily due to new leases executed at Gateway Overlook in 2017.
Tenant improvement costs for retail tenants are substantially lower than for office tenants because the improvements required for
retail tenants tend to be less extensive than for office tenants.
Other Capital Improvements
Other capital improvements, also referred to as recurring capital improvements, are those not included in the above categories.
Over time these costs will be recurring in nature to maintain a property's income and value. In our multifamily properties, this
category includes improvements made as needed upon vacancy of an apartment. Such improvements totaled $1.3 million in 2018,
averaging approximately $690 per apartment for the 45% of apartments which turned over relative to our total portfolio of apartment
units. In our commercial properties and multifamily properties (aside from improvements related to apartment turnover),
improvements include facade repairs, installation of new heating and air conditioning equipment, asphalt replacement, permanent
landscaping, new lighting and new finishes. In addition, we incurred repair and maintenance expense of $5.3 million during 2018
to maintain the quality of our buildings.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements as of December 31, 2018 that are reasonably likely to have a current or future material
effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Forward-Looking Statements
Some of the statements contained in this Form 10-K constitute forward-looking statements within the meaning of federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which
are predictions of or indicate future events or trends and which do not relate solely to historical matters. Such statements involve
known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of
Washington REIT to be materially different from future results, performance or achievements expressed or implied by such forward-
looking statements. Such factors include, but are not limited to:
(a) the risks associated with ownership of real estate in general and our real estate assets in particular;
(b) the economic health of the greater Washington Metro region;
(c) fluctuations in interest rates;
(d) reductions in or actual or threatened changes to the timing of federal government spending;
(e) the risks related to use of third-party providers and joint venture partners;
(f) the ability to control our operating expenses;
(g) the economic health of our tenants;
(h) the supply of competing properties;
(i) shifts away from brick and mortar stores to e-commerce;
(j)
(k) compliance with applicable laws, including those concerning the environment and access by persons with disabilities;
(l)
(m) weather conditions and natural disasters;
(n) ability to maintain key personnel;
(o) failure to qualify and maintain our qualification as a REIT and the risks of changes in laws affecting REITs; and
(p) other factors discussed under the caption “Risk Factors.”
the availability and terms of financing and capital and the general volatility of securities markets;
terrorist attacks or actions and/or cyber attacks;
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. For a further
discussion of these and other factors that could cause our future results to differ materially from any forward-looking statements,
see the section entitled “Risk Factors.” We undertake no obligation to update our forward-looking statements or risk factors to
reflect new information, future events, or otherwise.
47
Funds From Operations
NAREIT FFO is a widely used measure of operating performance for real estate companies. We provide NAREIT FFO as a
supplemental measure to net income calculated in accordance with GAAP. Although NAREIT FFO is a widely used measure of
operating performance for REITs, NAREIT FFO does not represent net income calculated in accordance with GAAP. As such, it
should not be considered an alternative to net income as an indication of our operating performance. In addition, NAREIT FFO
does not represent cash generated from operating activities in accordance with GAAP, nor does it represent cash available to pay
distributions and should not be considered as an alternative to cash flow from operating activities, determined in accordance with
GAAP, as a measure of our liquidity. In its 2018 NAREIT FFO White Paper Restatement, the National Association of Real Estate
Investment Trusts, Inc. (“NAREIT”) defines NAREIT FFO as net income (computed in accordance with GAAP) excluding gains
(or losses) associated with sales of properties; impairments of depreciable real estate, and real estate depreciation and amortization.
We consider NAREIT FFO to be a standard supplemental measure for REITs because it facilitates an understanding of the operating
performance of our properties without giving effect to real estate depreciation and amortization, which historically assumes that
the value of real estate assets diminishes predictably over time. Since real estate values have instead historically risen or fallen
with market conditions, we believe that NAREIT FFO more accurately provides investors an indication of our ability to incur and
service debt, make capital expenditures and fund other needs. Our NAREIT FFO may not be comparable to FFO reported by other
REITs. These other REITs may not define the term in accordance with the current NAREIT definition or may interpret the current
NAREIT definition differently.
The following table provides the calculation of our NAREIT FFO and a reconciliation of NAREIT FFO to net income for the
three years ended December 31, 2018 (in thousands):
Net income
Adjustments:
Depreciation and amortization
Impairment of depreciable real estate
Gain on sale of depreciable real estate
NAREIT FFO
Critical Accounting Policies and Estimates
Year Ended December 31,
2018
2017
2016
$
25,630
$
19,612
$
119,288
121,228
1,886
(2,495)
146,249
$
112,056
33,152
(23,838)
140,982
$
108,406
—
(101,704)
125,990
$
We base the discussion and analysis of our financial condition and results of operations upon our consolidated financial statements,
which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate these estimates on an on-
going basis, including those related to estimated useful lives of real estate assets, estimated fair value of acquired leases, cost
reimbursement income, bad debts, contingencies and litigation. We base the estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We cannot assure
you that actual results will not differ from those estimates.
We believe the following accounting estimates are the most critical to aid in fully understanding our reported financial results,
and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect
of matters that are inherently uncertain.
Accounting for Real Estate Acquisitions
We record acquired or assumed assets, including physical assets and in-place leases, and liabilities, based on their fair values. We
determine the estimated fair values of the assets and liabilities in accordance with current GAAP fair value provisions. We determine
the fair values of acquired buildings on an “as-if-vacant” basis considering a variety of factors, including the replacement cost of
the property, estimated rental and absorption rates, estimated future cash flows and valuation assumptions consistent with current
market conditions. We determine the fair value of land acquired based on comparisons to similar properties that have been recently
marketed for sale or sold.
The fair value of in-place leases consists of the following components: (a) the estimated cost to us to replace the leases, including
48
foregone rents during the period of finding a new tenant and foregone recovery of tenant pass-throughs (referred to as “absorption
cost”); (b) the estimated cost of tenant improvements, and other direct costs associated with obtaining a new tenant (referred to
as “tenant origination cost”); (c) estimated leasing commissions associated with obtaining a new tenant (referred to as “leasing
commissions”); (d) the above/at/below market cash flow of the leases, determined by comparing the projected cash flows of the
leases in place, including consideration of renewal options, to projected cash flows of comparable market-rate leases (referred to
as “net lease intangible”); and (e) the value, if any, of customer relationships, determined based on our evaluation of the specific
characteristics of each tenant’s lease and our overall relationship with the tenant (referred to as “customer relationship value”).
We discount the amounts used to calculate net lease intangibles using an interest rate which reflects the risks associated with the
leases acquired. We include tenant origination costs in income producing property on our balance sheet and amortize the tenant
origination costs as depreciation expense on a straight-line basis over the useful life of the asset, which is typically the remaining
life of the underlying leases. We classify leasing commissions and absorption costs as other assets and amortize leasing commissions
and absorption costs as amortization expense on a straight-line basis over the remaining life of the underlying leases. We classify
above market net lease intangible assets as other assets and amortize them on a straight-line basis as a decrease to real estate rental
revenue over the remaining term of the underlying leases. We classify below market net lease intangible liabilities as other liabilities
and amortize them on a straight-line basis as an increase to real estate rental revenue over the remaining term of the underlying
leases. If any of the fair value of below market lease intangibles includes fair value associated with a renewal option, such amounts
are not amortized until the renewal option is executed. If the renewal option is not executed, the related value is expensed at that
time. Should a tenant terminate its lease prior to the expiration date, we accelerate the amortization of the unamortized portion of
the tenant origination cost (if it has no future value), leasing commissions, absorption costs and net lease intangible associated
with that lease over its new shorter term.
Allowance for Doubtful Accounts
We recognize rental income and rental abatements from our multifamily and commercial leases when earned on a straight-line
basis over the lease term. We record a provision for losses on accounts receivable equal to the estimated uncollectible amounts.
We base this estimate on our historical experience and a monthly review of the current status of our receivables. We consider
factors such as the age of the receivable, the payment history of our tenants and our assessment of our tenants’ ability to perform
under their lease obligations, among other things. In addition to rents due currently, accounts receivable include amounts
representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective
leases. Our estimate of uncollectible accounts is subject to revision as these factors change and is sensitive to the impact of economic
and market conditions on tenants.
Capitalized Interest
We capitalize interest costs incurred on borrowing obligations while qualifying assets are being readied for their intended use. We
amortize capitalized interest over the useful life of the related underlying assets upon those assets being placed into service.
Real Estate Impairment
We recognize impairment losses on long-lived assets used in operations, development assets or land held for future development,
if indicators of impairment are present and the net undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount and estimated undiscounted cash flows associated with future development expenditures. If such
carrying amount is in excess of the estimated cash flows from the operation and disposal of the property, we would recognize an
impairment loss equivalent to an amount required to adjust the carrying amount to the estimated fair value. Assets held for sale
are recorded at the lower of cost or fair value less costs to sell.
Stock Based Compensation
We recognize compensation expense for service-based share awards ratably over the period from the service inception date through
the vesting period based on the fair market value of the shares on the date of grant. We initially measure compensation expense
for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure
compensation expense at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant
date is established. We amortize awards with performance conditions using the graded expense method. We measure compensation
expense for awards with market conditions based on the grant date fair value, as determined using a Monte Carlo simulation, and
we amortize the expense ratably over the requisite service period, regardless of whether the market conditions are achieved and
the awards ultimately vest. Compensation expense for the trustee grants, which fully vest immediately, is fully recognized upon
issuance based upon the fair market value of the shares on the date of grant.
49
Federal Income Taxes
Generally, and subject to our ongoing qualification as a REIT, no provisions for income taxes are necessary except for taxes on
undistributed taxable income and taxes on the income generated by our taxable REIT subsidiaries (“TRSs”). Our TRSs are subject
to corporate federal and state income tax on their taxable income at regular statutory rates, or as calculated under the alternative
minimum tax, as appropriate. During the second quarter of 2016, we recognized an income tax benefit of $0.7 million from a
reduction of the valuation allowance for a deferred tax asset at one of our taxable REIT subsidiaries. As of both December 31,
2018 and 2017, our TRSs had a deferred tax asset of $1.4 million that was fully reserved. As of both December 31, 2018 and 2017,
we had deferred state and local tax liabilities of $0.6 million. These deferred tax liabilities are primarily related to temporary
differences in the timing of the recognition of revenue, amortization and depreciation.
50
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal material financial market risk to which we are exposed is interest rate risk. Our exposure to interest rate risk relates primarily
to refinancing long-term fixed rate obligations, the opportunity cost of fixed rate obligations in a falling interest rate environment and
our variable rate line of credit. We primarily enter into debt obligations to support general corporate purposes, including acquisition of
real estate properties, capital improvements and working capital needs. We use interest rate swap arrangements to reduce our exposure
to the variability in future cash flows attributable to changes in interest rates.
The table below presents principal, interest and related weighted average fair value interest rates by year of maturity, with respect to debt
outstanding on December 31, 2018.
2019
2020
2021
2022
2023
Thereafter
Total
Fair Value
(dollars in thousands)
Unsecured fixed rate debt (1)
Principal
Interest payments
Interest rate on debt
maturities
Unsecured variable rate debt
Principal
Variable interest rate on
debt maturities
Mortgages
Principal amortization (2)
(30 year schedule)
Interest payments
Weighted average
interest rate on principal
amortization
$
— $250,000
$150,000
$300,000
$250,000
$ 50,000
$1,000,000
$1,015,210
$ 39,102
$ 39,102
$ 23,665
$ 22,644
$ 7,807
$ 16,313
$ 148,633
—%
5.1%
2.7%
4.0%
2.9%
7.4%
4.0%
$
— $
— $
— $
— $188,000
$
— $ 188,000
$ 188,000
—%
—%
—%
—%
3.5%
—%
3.5%
$ 2,500
$ 2,659
$ 2,829
$ 46,984
$ 2,398
$ 3,206
$ 3,046
$ 2,876
$
649
$
78
$
$
— $
57,370
$
60,398
— $
9,855
4.7%
4.7%
4.7%
3.8%
4.9%
—%
4.0%
(1) Includes $150.0 million and $250.0 million term loans with floating interest rates. The interest rates on the $150.0 million and $250.0
million term loans are effectively fixed by interest rate swap arrangements at 2.7% and 2.9%, respectively.
(2) Excludes net discounts of $2.5 million and net unamortized debt issuance costs of $0.1 million as of December 31, 2018.
We entered into the interest rate swap arrangements designated and qualifying as cash flow hedges to reduce our exposure to the variability
in future cash flows attributable to changes in interest rates. Derivative instruments expose us to credit risk in the event of non-performance
by the counterparty under the terms of the interest rate hedge agreement. We believe that we minimize our credit risk on these transactions
by dealing with major, creditworthy financial institutions. As part of our ongoing control procedures, we monitor the credit ratings of
counterparties and our exposure to any single entity, thus minimizing our credit risk concentration.
The following table sets forth information pertaining to interest rate swap contracts in place as of December 31, 2018 and 2017 and their
respective fair values (dollars in thousands):
Notional Amount
Fixed Rate
Floating Index Rate
Effective Date
Expiration Date
December 31, 2018
December 31, 2017
Fair Value as of:
$
75,000
75,000
100,000
50,000
25,000
25,000
25,000
25,000
1.619%
1.626%
1.205%
1.208%
2.610%
2.610%
2.610%
2.610%
$
400,000
One-Month USD-LIBOR
10/15/2015
3/15/2021
$
1,367
$
One-Month USD-LIBOR
10/15/2015
One-Month USD-LIBOR
One-Month USD-LIBOR
One-Month USD-LIBOR
One-Month USD-LIBOR
One-Month USD-LIBOR
One-Month USD-LIBOR
3/31/2017
3/31/2017
6/29/2018
6/29/2018
6/29/2018
6/29/2018
51
3/15/2021
7/21/2023
7/21/2023
7/21/2023
7/21/2023
7/21/2023
7/21/2023
$
1,353
5,270
2,648
(202)
(200)
(199)
(198)
9,839
1,006
981
4,943
2,489
—
—
—
—
$
9,419
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data appearing on pages 61 to 98 are incorporated herein by reference.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A: CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2018. Based on the foregoing, our Chief Executive Officer, Chief Financial Officer
and Chief Accounting Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.
Internal Control over Financial Reporting
See the Report of Management in Item 8 of this Form 10-K.
See the Reports of Independent Registered Public Accounting Firm in Item 8 of this Form 10-K.
During the three months ended December 31, 2018, there was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B: OTHER INFORMATION
None.
52
PART III
Certain information required by Part III is omitted from this Form 10-K in that we will file a definitive proxy statement pursuant
to Regulation 14A with respect to our 2019 Annual Meeting (the “Proxy Statement”) no later than 120 days after the end of the
fiscal year covered by this Form 10-K, and certain information included therein is incorporated herein by reference. Only those
sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference. In addition,
we have adopted a code of ethics which can be reviewed and printed from our website www.washreit.com.
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
NAME
Trustees
Paul T. McDermott
Charles T. Nason
Benjamin S. Butcher
William G. Byrnes
Edward S. Civera
Ellen M. Goitia
POSITION
Chairman and Chief Executive Officer, Washington REIT
Lead Independent Trustee, Washington REIT; Retired Chairman, President and Chief
Executive Officer, The Acacia Group
Chief Executive Officer, President and Chairman of the Board of Directors of STAG
Industrial, Inc.
Retired Managing Director, Alex Brown & Sons
Retired Chairman, Catalyst Health Solutions, Inc.
Retired Partner, KPMG
Thomas H. Nolan, Jr.
Former Chairman of the Board and Chief Executive Officer, Spirit Realty Capital Inc.
Vice Adm. Anthony L. Winns (RET.) President, Middle East-Africa Region, Lockheed Martin Corporation
Executive Officers
Thomas Q. Bakke
Stephen E. Riffee
Taryn D. Fielder
Executive Vice President and Chief Operating Officer
Executive Vice President and Chief Financial Officer
Senior Vice President, General Counsel and Corporate Secretary
The other information required by this Item is hereby incorporated herein by reference to the Proxy Statement.
ITEM 11: EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated herein by reference to the Proxy Statement.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required under this Item by Item 403 of Regulation S-K is hereby incorporated herein by reference to the Proxy
Statement.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is hereby incorporated herein by reference to the Proxy Statement.
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated herein by reference to the Proxy Statement.
53
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A). The following documents are filed as part of this Form 10-K:
1. Financial Statements
Management's Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts
Schedule III – Consolidated Real Estate and Accumulated Depreciation
All other schedules are omitted because they are either not required or the required information is shown in the financial
statements or notes thereto.
Page
58
59
60
61
62
63
64
65
67
95
96
3. Exhibits:
Exhibit
Number Exhibit Description
Articles of Amendment and Restatement
Articles of Amendment to the Washington Real Estate Investment Trust Articles of
Amendment and Restatement
Amended and Restated Bylaws of Washington Real Estate Investment Trust, as
adopted on February 8, 2017
10-Q
001-06622
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Indenture dated as of August 1, 1996 between Washington REIT and The First National
Bank of Chicago
Form of 2028 Notes
Supplemental Indenture by and between Washington REIT and the Bank of New York
Trust Company, N.A. dated as of July 3, 2007
Form of 4.95% Senior Notes due October 1, 2020
Officers’ Certificate establishing the terms of the 4.95% Senior Notes due October 1,
2020
Form of 3.95% Senior Notes due October 15, 2022
Officers' Certificate establishing the terms of 3.95% Notes due October 15, 2022
10.1* Share Purchase Plan
10.2* Supplemental Executive Retirement Plan
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Supplemental Executive Retirement Plan
2007 Omnibus Long Term Incentive Plan
Deferred Compensation Plan for Officers dated January 1, 2007
Supplemental Executive Retirement Plan II dated May 23, 2007
Form of Indemnification Agreement by and between Washington REIT and the
indemnitee
Executive Stock Ownership Policy, adopted October 27, 2010
Amendment to Deferred Compensation Plan for Officers, adopted October 27, 2010
10.10* Amendment to Deferred Compensation Plan for Officers, adopted December 31, 2012
10.11* Amendment to Deferred Compensation Plan for Officers, adopted February 13, 2013
10.12* Amendment to Deferred Compensation Plan for Directors, adopted February 13, 2013
54
Incorporated by Reference
Form
File
Number
DEF 14A
001-06622
8-K
001-06622
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10-Q
10-Q
10-K
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
DEF 14A
001-06622
10-K
10-K
8-K
8-K
8-K
10-K
10-Q
10-Q
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
Exhibit
Filing Date
Filed
Herewith
B
3.1
3.2
(c)
99.1
4.1
4.1
4.2
4.1
4.2
10(j)
10(k)
10(p)
B
10(gg)
10(hh)
10(nn)
10.31
10.32
10.37
10.45
10.46
4/1/2011
6/7/2017
7/31/2017
8/13/1996
2/25/1998
7/5/2007
9/30/2010
9/30/2010
9/17/2012
9/17/2012
11/14/2002
11/14/2002
3/16/2006
4/9/2007
2/29/2008
2/29/2008
7/27/2009
11/2/2010
11/2/2010
2/27/2013
5/9/2013
5/9/2013
Incorporated by Reference
Exhibit
Number Exhibit Description
10.13* Amendment to Short Term Incentive Plan, adopted as of January 22, 2013
10.14* Amended and Restated Deferred Compensation Plan for Directors, effective October
22, 2013
10.15*
Employment Agreement dated August 19, 2013 with Paul T. McDermott
10.16* Change in control agreement dated October 1, 2013 with Paul T. McDermott
10.17* Amendment to Deferred Compensation Plan for Officers, adopted February 18, 2014
10.18* Amendment to Deferred Compensation Plan for Directors as Amended and Restated,
adopted February 18, 2014
10.19*
Short Term Incentive Compensation Plan (effective January 1, 2014)
10.20* Change in control agreement dated April 21, 2014 with Thomas Q. Bakke
10.21*
Long Term Incentive Plan (effective January 1, 2014)
10.22* Amendment to Short Term Incentive Plan (effective January 1, 2014)
10.23*
Executive Officer Severance Pay Plan, adopted August 4, 2014
10.24* Change in control agreement dated April 1, 2013 with Edward J. Murn IV
10.25* Offer Letter to Thomas Q. Bakke
10.26* Description of Washington REIT Trustee Compensation Plan, effective January 1,
2015
10.27* Offer Letter to Stephen E. Riffee
10.28* Change in control agreement dated February 27, 2015 with Stephen E. Riffee
10.29* Revised Description of Washington REIT Trustee Compensation Plan, effective
January 1, 2015
10.30*
Statement of Amendment of STIP and LTIP for S. Riffee
10.31* Amendment to Long Term Incentive Plan
10.32* Amended and restated Trustee Deferred Compensation Plan
10.33*
2016 Omnibus Incentive Plan
10.34* Revocation of Statement of Amendment of STIP and LTIP
10.35* Offer letter to Taryn D. Fielder
10.36* Change in control agreement dated July 21,2017 with Taryn D. Fielder
10.37
10.38
Purchase and sale agreement, dated December 29, 2017, for Arlington Tower
Amended and Restated Credit Agreement, dated March 29, 2018, by and among
Washington Real Estate Investment Trust, as borrower, the financial institutions party
thereto as lenders, and Wells Fargo Bank, National Association, as administrative
agent
Form
10-Q
10-Q
10-Q
10-K
10-K
10-K
10-Q
10-Q
10-Q
10-Q
10-Q
10-K
10-K
10-K
10-K
10-K
10-Q
10-Q
10-Q
10-Q
File
Number
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
001-06622
DEF 14A
001-06622
10-K
10-K
10-Q
10-K
8-K
001-06622
001-06622
001-06622
001-06622
001-06622
Exhibit
Filing Date
Filed
Herewith
10.47
10.53
10.54
10.44
10.45
10.46
10.47
10.48
10.50
10.51
10.54
10.52
10.53
10.54
10.55
10.56
10.57
10.58
10.60
10.61
Annex
A
10.49
10.50
10.1
10.52
10.1
5/9/2013
11/1/2013
11/1/2013
3/3/2014
3/3/2014
3/3/2014
5/7/2014
5/7/2014
8/5/2014
8/5/2014
10/30/2014
3/2/2015
3/2/2015
3/2/2015
3/2/2015
3/2/2015
5/5/2015
5/5/2015
11/4/2015
11/4/2015
3/23/2016
2/20/2018
2/20/2018
7/31/2017
2/20/2018
3/29/2018
10.39* Amendment Number Two to Washington Real Estate Investment Trust 2014 Long-
10-Q
001-06622
10.54
4/30/2018
21
23
24
31.1
31.2
31.3
32
101
Term Incentive Plan (effective January 1, 2018)
Subsidiaries of Registrant
Consent of Independent Registered Public Accounting Firm
Power of Attorney
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended (“the Exchange Act”)
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
Act
Certification of the Chief Accounting Officer pursuant to Rule 13a-14(a) of the
Exchange Act
Certification of the Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from our Annual Report on Form 10-K for the year ended
December 31, 2018 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, (iv) the Consolidated
Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes
to these consolidated financial statements.
X
X
X
X
X
X
X
X
* Management contracts or compensation plans or arrangements in which trustees or executive officers are eligible to participate.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of Washington REIT or its
subsidiaries are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.
55
ITEM 16: FORM 10-K SUMMARY
We have chosen not to include a Form 10-K Summary.
56
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 19, 2019
WASHINGTON REAL ESTATE INVESTMENT TRUST
By:
/s/ Paul T. McDermott
Paul T. McDermott
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Paul T. McDermott
Paul T. McDermott
/s/ Charles T. Nason*
Charles T. Nason
/s/ Benjamin S. Butcher*
Benjamin S. Butcher
/s/ William G. Byrnes*
William G. Byrnes
/s/ Edward S. Civera*
Edward S. Civera
/s/ Ellen M. Goitia*
Ellen M. Goitia
/s/ Thomas H. Nolan, Jr.*
Thomas H. Nolan, Jr.
/s/ Anthony L. Winns*
Anthony L. Winns
/s/ Stephen E. Riffee
Stephen E. Riffee
/s/ W. Drew Hammond
W. Drew Hammond
Chairman and Chief Executive Officer
February 19, 2019
Lead Independent Trustee
February 19, 2019
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
February 19, 2019
Vice President, Chief Accounting Officer and
Treasurer
(Principal Accounting Officer)
February 19, 2019
* By: /s/ W. Drew Hammond through power of attorney
W. Drew Hammond
57
MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Washington Real Estate Investment Trust (“Washington REIT”) is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the effectiveness of internal controls over financial
reporting. Washington REIT’s internal control system over financial reporting is a process designed under the supervision of
Washington REIT’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted
accounting principles.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions.
In connection with the preparation of Washington REIT’s annual consolidated financial statements, management has undertaken
an assessment of the effectiveness of Washington REIT’s internal control over financial reporting as of December 31, 2018, based
on criteria established in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations
of the Treadway Commission (the 2013 COSO Framework). Management’s assessment included an evaluation of the design of
Washington REIT’s internal control over financial reporting and testing of the operational effectiveness of those controls.
Based on this assessment, management has concluded that as of December 31, 2018, Washington REIT’s internal control over
financial reporting was effective at a reasonable assurance level regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Ernst & Young LLP, the independent registered public accounting firm that audited Washington REIT’s consolidated financial
statements included in this report, has issued an unqualified opinion on the effectiveness of Washington REIT’s internal control
over financial reporting, a copy of which appears on page 60 of this annual report.
58
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of
Washington Real Estate Investment Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Washington Real Estate Investment Trust and Subsidiaries (the
Company) as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, equity and
cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement
schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework), and our report dated February 19, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Tysons, Virginia
February 19, 2019
59
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of
Washington Real Estate Investment Trust
Opinion on Internal Control over Financial Reporting
We have audited Washington Real Estate Investment Trust and Subsidiaries’ internal control over financial reporting as of December
31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Washington Real Estate
Investment Trust and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2018 consolidated financial statements of the Company and our report dated February 19, 2019 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
February 19, 2019
60
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Assets
Land
Income producing property
Accumulated depreciation and amortization
Net income producing property
Properties under development or held for future development
Total real estate held for investment, net
Investment in real estate sold or held for sale, net
Cash and cash equivalents
Restricted cash
Rents and other receivables, net of allowance for doubtful accounts of
$3,561 and $2,426 respectively
Prepaid expenses and other assets
Other assets related to properties sold or held for sale
Total assets
Liabilities
Notes payable, net
Mortgage notes payable, net
Line of credit
Accounts payable and other liabilities
Dividend payable
Advance rents
Tenant security deposits
Other liabilities related to properties sold or held for sale
Total liabilities
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;
79,910 and 78,510 shares issued and outstanding, respectively
Additional paid in capital
Distributions in excess of net income
Accumulated other comprehensive income
Total shareholders’ equity
Noncontrolling interests in subsidiary
Total equity
Total liabilities and equity
December 31,
2018
2017
$
614,659
$
2,271,926
2,886,585
(770,535)
2,116,050
87,231
2,203,281
—
6,016
1,624
73,861
132,322
—
2,417,104
995,397
59,792
188,000
59,567
24,022
11,736
10,112
—
$
$
$
$
588,025
2,113,977
2,702,002
(683,692)
2,018,310
54,422
2,072,732
68,534
9,847
2,776
69,766
125,087
10,684
2,359,426
894,358
95,141
166,000
61,565
23,581
12,487
9,149
1,809
1,348,626
1,264,090
—
799
1,526,574
(469,085)
9,839
1,068,127
351
1,068,478
$
2,417,104
$
—
785
1,483,980
(399,213)
9,419
1,094,971
365
1,095,336
2,359,426
See accompanying notes to the consolidated financial statements.
61
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenue
Real estate rental revenue
Expenses
Real estate expenses
Depreciation and amortization
Acquisition costs
Real estate impairment and casualty (gain), net
General and administrative
Other operating income
Gain on sale of real estate
Real estate operating income
Other income (expense)
Interest expense
Other income
Loss on extinguishment of debt
Income tax benefit
Net income
Less: Net loss attributable to noncontrolling interests in subsidiaries
Net income attributable to the controlling interests
Basic net income attributable to the controlling interests per share
Diluted net income attributable to the controlling interests per share
Weighted average shares outstanding – basic
Weighted average shares outstanding – diluted
Year Ended December 31,
2018
2017
2016
$ 336,890
$ 325,078
$ 313,264
116,230
121,228
—
1,886
22,089
115,650
112,056
—
33,152
22,580
115,013
108,406
1,178
(676)
19,545
261,433
283,438
243,466
2,495
77,952
24,915
66,555
101,704
171,502
(51,144)
—
(1,178)
—
(52,322)
25,630
—
25,630
0.32
0.32
78,960
79,042
(47,534)
507
—
84
(46,943)
19,612
56
(53,126)
297
—
615
(52,214)
119,288
51
$
$
$
19,668
$ 119,339
$
$
0.25
0.25
76,820
76,935
1.65
1.65
72,163
72,339
$
$
$
See accompanying notes to the consolidated financial statements.
62
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
Net income
Other comprehensive income:
Unrealized gain on interest rate hedges
Comprehensive income
Less: Net loss attributable to noncontrolling interests
Year Ended December 31,
2018
2017
2016
$
25,630
$
19,612
$ 119,288
420
26,050
—
1,808
21,420
56
8,161
127,449
51
Comprehensive income attributable to the controlling interests
$
26,050
$
21,476
$ 127,500
See accompanying notes to the financial statements.
63
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS)
Balance, December 31, 2015
68,191
$
682
$1,193,298
$ (357,781) $
(550) $
835,649
$
1,363
$ 837,012
Shares of
Beneficial
Interest at
Par Value
Shares
Additional
Paid in
Capital
Distributions
in Excess
of Net Income
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
Non-
controlling
Interests in
Subsidiary
Total
Equity
Adjustment for retrospective application
of Accounting Standards Update
2016-09
Net income attributable to the
controlling interests
Net loss attributable to noncontrolling
interests
Unrealized gain on interest rate hedges
Distributions to noncontrolling interests
Dividends
—
—
—
—
—
—
Equity offerings, net of issuance costs
6,223
Shares issued under Dividend
Reinvestment Program
Share grants, net of forfeitures and tax
withholdings
Balance, December 31, 2016
Net income attributable to the
controlling interests
Net loss attributable to noncontrolling
interests
Unrealized gain on interest rate hedges
Distributions to noncontrolling interests
Contributions from noncontrolling
interest
Dividends
23
169
74,606
—
—
—
—
—
—
Equity offerings, net of issuance costs
3,587
Shares issued under Dividend
Reinvestment Program
Share grants, net of forfeitures and tax
withholdings
Balance, December 31, 2017
Net income attributable to the
controlling interests
Unrealized gain on interest rate hedges
Distributions to noncontrolling interests
Dividends
80
237
78,510
—
—
—
—
Equity offerings, net of issuance costs
1,165
Shares issued under Dividend
Reinvestment Program
Share grants, net of forfeitures and tax
withholdings
81
154
—
—
—
—
—
—
62
—
2
—
—
—
—
—
—
172,874
700
1,764
(35)
119,339
—
—
—
(87,570)
—
—
—
—
—
—
8,161
—
—
—
—
—
(35)
119,339
—
8,161
—
(87,570)
172,936
700
1,766
—
—
(51)
—
(196)
—
—
—
(35)
119,339
(51)
8,161
(196)
(87,570)
172,936
700
1,766
746
1,368,636
(326,047)
7,611
1,050,946
1,116
1,052,062
—
—
—
—
—
—
36
1
2
—
—
—
(3,128)
—
—
113,158
2,575
2,739
19,668
—
—
—
—
(92,834)
—
—
—
—
—
1,808
—
—
—
—
—
—
19,668
—
1,808
(3,128)
—
(92,834)
113,194
2,576
2,741
785
1,483,980
(399,213)
9,419
1,094,971
—
—
—
—
11
1
2
—
—
—
—
35,461
1,972
5,161
25,630
—
—
(95,502)
—
—
—
—
420
—
—
—
—
—
25,630
420
—
(95,502)
35,472
1,973
5,163
—
(56)
—
(1,071)
376
—
—
—
—
365
—
—
(14)
—
—
—
—
19,668
(56)
1,808
(4,199)
376
(92,834)
113,194
2,576
2,741
1,095,336
25,630
420
(14)
(95,502)
35,472
1,973
5,163
Balance, December 31, 2018
79,910
$
799
$1,526,574
$ (469,085) $
9,839
$ 1,068,127
$
351
$1,068,478
See accompanying notes to the consolidated financial statements.
64
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of real estate
Depreciation and amortization
Provision for losses on accounts receivable
Deferred tax benefit
Real estate impairment and casualty (gain), net
Share-based compensation expense
Amortization of debt premiums, discounts and related financing costs
Loss on extinguishment of debt, net
Changes in other assets
Changes in other liabilities
Net cash provided by operating activities
Cash flows from investing activities
Real estate acquisitions, net
Capital improvements to real estate
Development in progress
Net cash received from sale of real estate
Real estate deposits, net
Insurance proceeds
Non-real estate capital improvements
Net cash used in investing activities
Cash flows from financing activities
Line of credit borrowings, net
Principal payments – mortgage notes payable
Proceeds from dividend reinvestment program
Repayments of unsecured term loan debt
Proceeds from term loan
Payment of financing costs
Dividends paid
Distributions to noncontrolling interests
Net proceeds from equity offerings
Payment of tax withholdings for restricted share awards
Net cash (used in) provided by financing activities
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
65
Year Ended December 31,
2018
2017
2016
$
25,630
$
19,612
$ 119,288
(2,495)
121,228
(24,915)
112,056
(101,704)
108,406
2,136
—
1,886
6,746
2,101
1,178
(8,674)
(2,367)
147,369
(106,400)
(71,070)
(34,806)
174,297
—
—
(963)
(38,942)
22,000
(170,081)
1,973
(150,000)
250,000
(5,650)
(95,059)
(14)
35,472
(2,051)
(113,410)
(4,983)
12,623
882
(84)
33,152
4,771
1,897
—
(20,199)
3,454
130,626
(138,371)
(60,515)
(18,150)
30,798
(6,250)
—
(3,866)
(196,354)
46,000
(52,571)
2,576
—
50,000
(319)
(91,666)
(4,199)
113,194
(2,286)
60,729
(4,999)
17,622
1,706
(698)
(676)
3,491
3,187
—
(15,713)
(2,562)
114,725
(227,413)
(57,094)
(22,572)
243,624
—
883
(920)
(63,492)
15,000
(270,061)
700
—
100,000
(1,590)
(85,648)
(196)
172,936
(1,960)
(70,819)
(19,586)
37,208
$
7,640
$
12,623
$
17,622
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest expense
$
49,058
$
45,730
$
51,054
Cash paid for income taxes
Change in accrued capital improvements and development costs
Dividend payable
Operating partnership units issued with acquisition
—
(2,769)
24,022
—
17
3,264
23,581
376
65
(3,788)
22,414
—
Year Ended December 31,
2018
2017
2016
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
Restricted cash
Cash, cash equivalents and restricted cash
$
$
6,016
1,624
7,640
$
$
9,847
2,776
12,623
$
$
11,305
6,317
17,622
See accompanying notes to the consolidated financial statements.
66
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
NOTE 1: NATURE OF BUSINESS
Washington Real Estate Investment Trust (“Washington REIT”), a Maryland real estate investment trust, is a self-administered
equity real estate investment trust, successor to a trust organized in 1960. Our business consists of the ownership and operation
of income-producing real estate properties in the greater Washington Metro region. We own a diversified portfolio of office
buildings, multifamily buildings and retail centers.
Federal Income Taxes
We believe that we qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"),
and intend to continue to qualify as such. We have considered the provisions of the Tax Cuts and Jobs Act (the "TCJA"), which
was signed into law on December 22, 2017 and which generally took effect for taxable years beginning on or after January 1,
2018, and the TCJA does not have a material impact on our ability to continue to qualify as a REIT. To maintain our status as a
REIT, we are, among other things, required to distribute 90% of our REIT taxable income (which is, generally, our ordinary taxable
income, with certain modifications), excluding any net capital gains and any deductions for dividends paid to our shareholders on
an annual basis. When selling a property, we generally have the option of (a) reinvesting the sales proceeds of property sold, in a
way that allows us to defer recognition of some or all taxable gain realized on the sale, (b) distributing gains to the shareholders
with no tax to us or (c) treating net long-term capital gains as having been distributed to our shareholders, paying the tax on the
gain deemed distributed and allocating the tax paid as a credit to our shareholders. During the three years ended December 31,
2018, we sold our interests in the following properties (in thousands):
Disposition Date
Property
January 19, 2018
Braddock Metro Center
June 28, 2018
2445 M Street
October 23, 2017
Walker House Apartments
May 26, 2016
June 27, 2016
September 22, 2016
Dulles Station II (1)
Maryland Office Portfolio Transaction I (2)
Maryland Office Portfolio Transaction II (3)
Type
Office
Office
Total 2018
Multifamily
Total 2017
Office
Office
Office
Total 2016
Gain on Sale
—
2,495
2,495
23,838
23,838
527
23,585
77,592
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.
The taxable gains for Walker House Apartments, Dulles Station II and the properties included in Maryland Office Portfolio
Transaction I were distributed to shareholders through quarterly dividends. The properties included in Maryland Office Portfolio
Transaction II were identified for a reverse deferred exchange under Section 1031 of the Code. We acquired the replacement
property, Riverside Apartments, during the second quarter of 2016 (see note 3, under "Acquisitions").
Generally, and subject to our ongoing qualification as a REIT, no provisions for income taxes are necessary except for taxes on
undistributed taxable income and taxes on the income generated by our taxable REIT subsidiaries (“TRSs”). Our TRSs are subject
to corporate federal and state income tax on their taxable income at regular statutory rates, or as calculated under the alternative
minimum tax, as appropriate. During the second quarter of 2016, we recognized an income tax benefit of $0.7 million from a
reduction of the valuation allowance for a deferred tax asset at one of our taxable REIT subsidiaries. As of both December 31,
2018 and 2017, our TRSs had a deferred tax asset of $1.4 million that was fully reserved. As of both December 31, 2018 and 2017,
we had deferred state and local tax liabilities of $0.6 million. These deferred tax liabilities are primarily related to temporary
differences in the timing of the recognition of revenue, amortization and depreciation.
67
Beginning in 2018, ordinary taxable income per share is equal to the Section 199A dividend that was created by the TCJA. The
following is a breakdown of the taxable percentage of our dividends for the years ended December 31, 2018, 2017 and 2016
(unaudited):
Ordinary income/Section 199A dividends
Return of capital
Qualified dividends
Unrecaptured Section 1250 gain
Capital gain
2018
2017
2016
29%
71%
—%
—%
—%
76%
—%
2%
8%
14%
66%
33%
—%
1%
—%
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Principles of Consolidation and Basis of Presentation
The accompanying audited consolidated financial statements include the consolidated accounts of Washington REIT and our
subsidiaries and entities in which Washington REIT has a controlling financial interest, including where Washington REIT had
been determined to be a primary beneficiary of a variable interest entity (“VIE”). See note 3 for additional information on the
properties for which there is a noncontrolling interest. All intercompany balances and transactions have been eliminated in
consolidation.
We have prepared the accompanying audited consolidated financial statements pursuant to the rules and regulations of the Securities
and Exchange Commission.
Use of Estimates in the Financial Statements
The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires
management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Recent Accounting Standards
Standards Adopted
Standard/Description
Accounting Standards Update (“ASU”)
2017-12, Derivatives and Hedging:
Targeted Improvements to Accounting for
Hedging Activities. This standard better
aligns a company’s financial reporting for
hedging activities with the economic
objectives of those activities.
ASU 2017-09, Compensation - Stock
Compensation (Topic 718) - Scope of
Modification Accounting. This standard
provides guidance about which changes
to the terms or conditions of a share-based
payment award require an entity to apply
modification accounting.
ASU 2016-15, Classification of Certain
Cash Receipts and Cash Payments. This
standard provides specific guidance on
how cash receipts and payments should
the
be presented and classified
statement of cash flows for eight specific
issues.
in
Effective Date and
Adoption Considerations
We adopted the
standard as of
January 1, 2018.
Effect on Financial Statements or Other significant Matters
The adoption of the new standard did not have a material
impact on our consolidated financial statements.
The adoption of the new standard did not have a material
impact on our consolidated financial statements.
The adoption of the new standard did not have a material
impact on our consolidated financial statements.
We adopted the
standard as of
January 1, 2018.
We adopted the
standard as of
January 1, 2018.
68
Effective Date and
Adoption Considerations
We adopted the
standard as of
January 1, 2018.
Effect on Financial Statements or Other significant Matters
The adoption of the new standard did not have a material
impact on our consolidated financial statements.
We adopted the
standard as of
January 1, 2018.
We evaluated the requirements for recognition of revenue from
contracts with customers and measuring gains and losses on
the sale of properties in accordance with ASU 2014-09 and
concluded the adoption of the new standard did not impact in
any material respect the amount or timing of our revenue
recognition.
Standard/Description
and
2016-01, Recognition
ASU
Measurement of Financial Assets and
Liabilities. This standard eliminates the
requirement for public entities to disclose
the methods and significant assumptions
used to estimate the fair value that is
required to be disclosed for financial
instruments measured at amortized cost
on the balance sheet.
ASU No. 2014-09, Revenue
from
Contracts with Customers (Topic 606).
This
standard provides accounting
guidance for all revenue arising from
contracts with customers and affects all
entities that enter into contracts to provide
goods or services to their customers
(unless the contracts are in the scope of
other GAAP requirements, such as the
leasing literature). The guidance also
provides a model for the measurement and
recognition of gains and losses on the sale
of certain nonfinancial assets, such as
property and equipment, including real
estate.
69
Standards Not Yet Adopted
Standard/Description
ASU 2016-02, Leases (Topic 842). This
standard
lease
accounting standards for both lessees and
lessors.
existing
amends
Lessees must classify most leases as
either finance or operating leases. For
lease contracts, or contracts with an
embedded lease, with a duration of more
than one year in which we are the lessee,
the present value of future lease payments
are recognized on our consolidated
balance sheets as a right-of-use asset and
a corresponding lease liability.
Lessors
Lease contracts currently classified as
leases are accounted for
operating
similarly to existing guidance. However,
lessors are required to account for each
lease and non-lease component, such as
common area maintenance or tenant
service revenues, of a contract separately.
In July 2018, the FASB issued 2018-11,
Leases
- Targeted
Improvements (“ASU 2018-11”), which
provides lessors optional transition relief
from implementing this aspect of ASU
2016-02 if the following criteria are met:
(1) both components have the same
timing and pattern of revenue and (2) if
accounted
both
components would be classified as an
operating lease.
separately,
(Topic
842)
for
Also under ASU 2016-02, only
incremental costs or initial direct costs of
executing a lease contract qualify for
capitalization, while prior accounting
standards allowed for the capitalization of
indirect leasing costs.
ASU 2016-13, Measurement of Credit
Losses on Financial Instruments. This
standard
assets
measured at an amortized cost basis,
including
to be
presented at the net amount expected to
be collected.
receivables,
financial
requires
trade
ASU 2018-15, Intangibles - Goodwill
and Other - Internal-Use Software. This
standard requires a customer in a cloud
computing arrangement that is a service
contract
internal-use
software guidance to determine which
implementation costs to capitalize as
assets.
to follow
the
Effect on Financial Statements or Other significant Matters
Lessees
We have evaluated lease contracts where we are the lessee to
determine the impact they have on Washington REIT’s
consolidated financial statements, and have determined that
adoption of the new standard as of January 1, 2019 did not
have a material impact on our consolidated financial
statements.
Lessors
The leases for which we are lessor meet both criteria for relief
under ASU 2018-11 and we elected not to bifurcate lease
contracts into lease and non-lease components. Accordingly,
both lease and non-lease components will be presented in “Real
estate rental revenue” in our consolidated financial statements
subsequent to adoption.
Transition
Under ASU 2018-11, the FASB offered optional transition
relief, if elected as a package, and applied consistently by an
entity to all of its leases. Accordingly, upon adoption we
elected, as a package, the practical expedients for all leases as
follows: (1) we will not reassess whether any expired or
existing contracts are or contain leases, (2) we will not reassess
the lease classification for any expired or existing leases and
(3) we will not reassess initial direct costs for any existing
leases.
Under ASU 2016-02, entities are required to implement the
standard as of the beginning of the earliest comparative period
presented or January 1, 2017 for calendar-year public business
entities. Under ASU 2018-11, the FASB offered optional
transition relief that permits entities to continue to apply ASC
840, including its disclosure requirements, in the comparative
periods presented in the year of adoption. Accordingly, we
made a policy election to apply ASC 840 to comparative
periods beginning on January 1, 2019.
We are currently evaluating the impact the new standard may
have on our consolidated financial statements.
We are currently evaluating the impact the new standard may
have on our consolidated financial statements.
Effective Date and
Adoption Considerations
We adopted the new
standard as of
January 1, 2019.
The new standard is
effective for public
entities
fiscal
for
years beginning after
December 15, 2019
and
interim
periods therein, with
adoption one year
earlier permitted.
for
The
is
standard
effective for public
entities
fiscal
for
years beginning after
December 31, 2019
and
interim
periods therein, with
early
adoption
permitted.
for
70
Revenue Recognition
We lease multifamily properties under operating leases with terms of generally one year or less. We lease commercial properties
(our office and retail segments) under operating leases with an average term of seven years. Substantially all commercial leases
contain fixed escalations or, in some instances, changes based on the Consumer Price Index, which occur at specified times during
the term of the lease. We recognize rental income and rental abatements from our multifamily and commercial leases when earned
on a straight-line basis over the lease term. Recognition of rental income commences when control of the leased space has been
transferred to the tenant.
We recognize gains on sales of real estate when we have executed a contract for sale of the asset, transferred controlling financial
interest in the asset to the buyer and determined that it is probable that we will collect substantially all of the consideration for the
asset. Our real estate sale transactions typically meet these criteria at closing.
We recognize cost reimbursement income from pass-through expenses on an accrual basis over the periods in which the expenses
were incurred. Pass-through expenses are comprised of real estate taxes, operating expenses and common area maintenance costs
which are reimbursed by tenants in accordance with specific allowable costs per tenant lease agreements.
Parking revenues are derived from leases, monthly parking agreements and transient parking. We recognize parking revenues from
leases on a straight-line basis over the lease term and other parking revenues as earned.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective
leases, subject to our revenue recognition policy. We review receivables monthly and establish reserves when, in the opinion of
management, collection of the receivable is doubtful. We establish reserves for tenants whose rent payment histories or financial
conditions cast doubt upon the tenants’ abilities to perform under their lease obligations. When we determine the collection of a
receivable to be doubtful in the same quarter that we established the receivable, we recognize the allowance for that receivable as
an offset to real estate revenues. When we determine a receivable that was initially established in a prior quarter to be doubtful,
we recognize the allowance as an operating expense in Real estate expenses in the consolidated statements of income. In addition
to rents due currently, accounts receivable include amounts representing minimal rental income accrued on a straight-line basis
to be paid by tenants over the remaining term of their respective leases.
Debt Issuance Costs
We amortize external debt issuance costs using the effective interest rate method or the straight-line method which approximates
the effective interest rate method, over the estimated life of the related debt. We record debt issuance costs related to notes and
mortgage notes, net of amortization, on our consolidated balance sheets as an offset to their related debt. We record debt issuance
costs related to revolving lines of credit on our consolidated balance sheets with Prepaid expenses and other assets, regardless of
whether a balance on the line of credit is outstanding. We record the amortization of all debt issuance costs as interest expense.
Deferred Leasing Costs
We capitalize and amortize costs associated with the successful negotiation of leases, both external commissions and internal
direct costs, on a straight-line basis over the terms of the respective leases. We record the amortization of deferred leasing costs
in Depreciation and amortization on the consolidated statements of income. If an applicable lease terminates prior to the expiration
of its initial lease term, we write off the carrying amount of the costs to amortization expense.
We capitalize and amortize against revenue leasing incentives associated with the successful negotiation of leases on a straight-
line basis over the terms of the respective leases. We record the amortization of deferred leasing incentives as a reduction of
revenue. If an applicable lease terminates prior to the expiration of its initial lease term, we write off the carrying amount of the
costs as a reduction of revenue.
71
Real Estate and Depreciation
We depreciate buildings on a straight-line basis over estimated useful lives ranging from 28 to 50 years. We capitalize all capital
improvements associated with replacements, improvements or major repairs to real property that extend its useful life and depreciate
them using the straight-line method over their estimated useful lives ranging from 3 to 30 years. We also capitalize costs incurred
in connection with our development projects, including capitalizing interest incurred on borrowing obligations and other internal
costs during periods in which qualifying expenditures have been made and activities necessary to get the development projects
ready for their intended use are in progress. Capitalization of these costs begins when the activities and related expenditures
commence and ceases when the project is substantially complete and ready for its intended use, at which time the project is placed
into service and depreciation commences. In addition, we capitalize tenant leasehold improvements when certain criteria are met,
including when we supervise construction and will own the improvements. We depreciate all tenant improvements over the shorter
of the useful life of the improvements or the term of the related tenant lease.
Real estate depreciation expense was $91.4 million, $90.1 million and $84.1 million during the years ended December 31, 2018,
2017 and 2016, respectively.
We charge maintenance and repair costs that do not extend an asset’s useful life to expense as incurred.
Interest expense and interest capitalized to real estate assets related to development and major renovation activities for the three
years ended December 31, 2018 were as follows (in thousands):
Total interest incurred
Capitalized interest
Interest expense, net of capitalized interest
Year Ended December 31,
2018
2017
2016
$
$
53,235
(2,091)
51,144
$
$
48,498
(964)
47,534
$
$
53,794
(668)
53,126
We recognize impairment losses on long-lived assets used in operations, development assets or land held for future development,
if indicators of impairment are present and the net undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount and estimated undiscounted cash flows associated with future development expenditures. If such
carrying amount is in excess of the estimated undiscounted cash flows from the operation and disposal of the property, we would
recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair value, calculated
in accordance with current GAAP fair value provisions. Assets held for sale are recorded at the lower of cost or fair value less
costs to sell.
Acquisitions
The properties we acquire typically are not businesses as defined by ASU 2017-01, Business Combinations (Topic 805) - Clarifying
the Definition of a Business. Per this definition, a set of transferred assets and activities is not a business when substantially all of
the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. We
therefore account for such acquisitions as asset acquisitions. Acquisition costs are capitalized and identifiable assets (including
physical assets and in-place leases), liabilities assumed and any noncontrolling interests are measured by allocating the cost of
the acquisition on a relative fair value basis. Acquisitions executed prior to our adoption of ASU 2017-01 as of January 1, 2017
were accounted for as business combinations.
We determine the fair values of acquired buildings on an “as-if-vacant” basis considering a variety of factors, including the
replacement cost of the property, estimated rental and absorption rates, estimated future cash flows and valuation assumptions
consistent with current market conditions. We determine the fair value of land acquired based on comparisons to similar properties
that have been recently marketed for sale or sold.
The fair value of in-place leases consists of the following components – (a) the estimated cost to us to replace the leases, including
foregone rents during the period of finding a new tenant and foregone recovery of tenant pass-throughs (referred to as “absorption
cost”); (b) the estimated cost of tenant improvements, and other direct costs associated with obtaining a new tenant (referred to
as “tenant origination cost”); (c) estimated leasing commissions associated with obtaining a new tenant (referred to as “leasing
commissions”); (d) the above/at/below market cash flow of the leases, determined by comparing the projected cash flows of the
leases in place, including consideration of renewal options, to projected cash flows of comparable market-rate leases (referred to
as “net lease intangible”); and (e) the value, if any, of customer relationships, determined based on our evaluation of the specific
characteristics of each tenant’s lease and our overall relationship with the tenant (referred to as “customer relationship value”).
72
We have attributed no value to customer relationships as of December 31, 2018 and 2017.
We discount the amounts used to calculate net lease intangibles using an interest rate which reflects the risks associated with the
leases acquired. We classify tenant origination costs as income producing property on our consolidated balance sheets and amortize
the tenant origination costs as depreciation expense on a straight-line basis over the remaining life of the underlying leases. We
classify leasing commissions and absorption costs as other assets and amortize leasing commissions and absorption costs as
amortization expense on a straight-line basis over the remaining life of the underlying leases. We classify net lease intangible
assets as other assets and amortize them on a straight-line basis as a decrease to real estate rental revenue over the remaining term
of the underlying leases. We classify net lease intangible liabilities as other liabilities and amortize them on a straight-line basis
as an increase to real estate rental revenue over the remaining term of the underlying leases. If any of the fair value of below market
lease intangibles includes fair value associated with a renewal option, such amounts are not amortized until the renewal option is
executed, else the related value is expensed at that time. Should a tenant terminate its lease prior to the expiration date, we accelerate
the amortization of the unamortized portion of the tenant origination cost, leasing commissions, absorption costs and net lease
intangible associated with that lease, over its new, shorter term.
Software Developed for Internal Use
The costs of software developed for internal use that qualify for capitalization are included with Prepaid expenses and other assets
on our consolidated balance sheets. These capitalized costs include external direct costs utilized in developing or obtaining the
applications and expenses for employees who are directly associated with the development of the applications. Capitalization of
such costs begins when the preliminary project stage is complete and continues until the project is substantially complete and is
ready for its intended purpose. Completed projects are amortized on a straight-line basis over their estimated useful lives.
Discontinued Operations
We classify properties as held for sale when they meet the necessary criteria, which include: (a) senior management commits to
and actively embarks upon a plan to sell the assets, (b) the sale is expected to be completed within one year under terms usual and
customary for such sales and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn. We generally consider that a property has met these criteria when a sale of
the property has been approved by the board of trustees, or a committee with authorization from the board of trustees, there are
no known significant contingencies related to the sale and management believes it is probable that the sale will be completed
within one year. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating
revenues, operating expenses and interest expense continue to be recognized until the date of sale.
Revenues and expenses of properties that are either sold or classified as held for sale are presented as discontinued operations for
all periods presented in the consolidated statements of income if the dispositions represent a strategic shift that has (or will have)
a major effect on our operations and financial results. Interest on debt that can be identified as specifically attributed to these
properties is included in discontinued operations. If the dispositions do not represent a strategic shift that has (or will have) a major
effect on our operations and financial results, then the revenues and expenses of the properties that are classified as sold or held
for sale are presented as continuing operations in the consolidated statements of income for all periods presented.
Segments
We evaluate performance based upon net operating income from the combined properties in each segment. Our reportable operating
segments are consolidations of similar properties. GAAP requires that segment disclosures present the measure(s) used by the
chief operating decision maker for purposes of assessing segments’ performance. Net operating income is a key measurement of
our segment profit and loss. Net operating income is defined as segment real estate rental revenue less segment real estate expenses.
Cash and Cash Equivalents
Cash and cash equivalents include cash and commercial paper with original maturities of 90 days or less. We maintain cash deposits
with financial institutions that at times exceed applicable insurance limits. We reduce this risk by maintaining such deposits with
high quality financial institutions that management believes are credit-worthy.
Restricted Cash
Restricted cash includes funds escrowed for tenant security deposits, real estate tax, insurance and mortgage escrows and escrow
deposits required by lenders on certain of our properties to be used for future building renovations or tenant improvements.
73
Earnings Per Common Share
We determine “Basic earnings per share” using the two-class method as our unvested restricted share awards and units have non-
forfeitable rights to dividends, and are therefore considered participating securities. We compute basic earnings per share by
dividing net income attributable to the controlling interest less the allocation of undistributed earnings to unvested restricted share
awards and units by the weighted-average number of common shares outstanding for the period.
We also determine “Diluted earnings per share” under the two-class method with respect to the unvested restricted share awards.
We further evaluate any other potentially dilutive securities at the end of the period and adjust the basic earnings per share calculation
for the impact of those securities that are dilutive. Our dilutive earnings per share calculation includes the dilutive impact of
operating partnership units under the if-converted method and our share based awards with performance conditions prior to the
grant date and all market condition awards under the contingently issuable method.
Stock Based Compensation
We currently maintain equity based compensation plans for trustees, officers and employees.
We recognize compensation expense for service-based share awards ratably over the period from the service inception date through
the vesting period based on the fair market value of the shares on the date of grant. We account for forfeitures as they occur. If an
award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance
conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at
subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established. We
amortize awards with performance conditions using the graded expense method. We measure compensation expense for awards
with market conditions based on the grant date fair value, as determined using a Monte Carlo simulation, and we amortize the
expense ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately
vest. Compensation expense for the trustee grants, which fully vest immediately, is fully recognized upon issuance based upon
the fair market value of the shares on the date of grant.
Accounting for Uncertainty in Income Taxes
We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination
or audit. To the extent that the “more likely than not” standard has been satisfied, the benefit associated with a tax position is
measured as the largest amount that is greater than 50% likely of being recognized upon settlement. As of December 31, 2018 and
2017, we did not have any unrecognized tax benefits. We do not believe that there will be any material changes to our uncertain
tax positions over the next twelve months.
We are subject to federal income tax as well as income tax of the states of Maryland and Virginia, and the District of Columbia.
However, as a REIT, we generally are not subject to income tax on our taxable income to the extent it is distributed as dividends
to our shareholders.
Tax returns filed for 2014 through 2018 tax years are subject to examination by taxing authorities. We classify interest and penalties
related to uncertain tax positions, if any, in our financial statements as a component of general and administrative expense.
Derivatives
We borrow funds at a combination of fixed and variable rates. Borrowings under our revolving credit facility and term loans bear
interest at variable rates. Our interest rate risk management objectives are to minimize interest rate fluctuation on long-term
indebtedness and limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, from time to
time, we may enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate
our interest rate risk with respect to various debt instruments. We generally do not hold or issue these derivative contracts for
trading or speculative purposes. The interest rate swaps we enter into are recorded at fair value on a recurring basis. We assess
effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of
the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive income (loss). Our
cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument such as notional amounts,
settlement dates, reset dates, calculation period and LIBOR do not perfectly match. In addition, we evaluate the default risk of the
counterparty by monitoring the creditworthiness of the counterparty. When ineffectiveness of a cash flow hedge exists, the
ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings
in the period affected.
74
NOTE 3: REAL ESTATE
As of December 31, 2018 and 2017, our real estate investment portfolio classified as held and used, at cost, consists of properties
as follows (in thousands):
Office
Multifamily
Retail
December 31,
2018
2017
1,507,986
$
1,355,033
919,285
459,314
895,811
451,158
2,886,585
$
2,702,002
$
$
Our results of operations are dependent on the overall economic health of our markets, tenants and the specific segments in which
we own properties. These segments are office, retail and multifamily. All segments are affected by external economic factors, such
as inflation, consumer confidence and unemployment rates, as well as changing tenant and consumer requirements.
As of December 31, 2018, one property, Arlington Tower, accounted for approximately 10% of total assets. No single property or
tenant accounted for more than 10% of the real estate rental revenue.
We have properties under development/redevelopment and held for current or future development. The cost of our real estate
portfolio under development or held for future development as of December 31, 2018 and 2017 is as follows (in thousands):
Office
Multifamily
Retail
December 31,
2018
2017
478
$
83,945
2,808
87,231
$
680
49,616
4,126
54,422
$
$
In the multifamily segment, we have The Trove, a multifamily development adjacent to The Wellington, and we own land held
for future multifamily development adjacent to Riverside Apartments. As of December 31, 2018, we had invested $61.7 million
and $22.9 million, including the costs of acquired land, in The Trove and the development adjacent to Riverside Apartments,
respectively.
In the retail segment, we have a redevelopment project to add rentable space at Spring Valley Village. As of December 31, 2018,
we had invested $6.5 million in the redevelopment. We substantially completed major construction activities on this project during
the fourth quarter of 2018 and placed into service assets totaling $4.2 million.
In addition, there are several other projects with minor development activity in the multifamily, office and retail segments.
Acquisitions
Our current strategy is to recycle legacy assets that lack the income growth potential we seek and to invest in high-quality assets
with compelling value-add returns through redevelopment opportunities in our existing portfolio and acquisitions that meet our
stringent investment criteria. We focus on properties inside the Washington metro region’s Beltway, near major transportation
nodes and in areas with strong employment drivers and superior growth demographics.
75
Properties and land for development acquired during the three years ended December 31, 2018 were as follows:
Acquisition Date
January 18, 2018
Property
Arlington Tower
April 4, 2017
Watergate 600
Type
Office
Office
# of units
(unaudited)
N/A
N/A
Rentable
Square Feet
(unaudited)
391,000
Contract
Purchase Price
(in thousands)
250,000
$
278,000
$
$
135,000
244,750
May 20, 2016
Riverside Apartments
Multifamily
1,222
N/A
The results of operations from acquired operating properties are included in the consolidated statements of income as of their
acquisition dates.
The revenue and earnings of our acquisitions during their year of acquisition for the three years ended December 31, 2018 are as
follows (in thousands):
Real estate rental revenue
Net income (loss)
Year Ended December 31,
2018
2017
2016
$
$
22,389
3,623
$
14,518
2,226
13,112
(1,688)
As discussed in note 2, we record the acquired physical assets (land, building and tenant improvements), in-place leases (absorption,
tenant origination costs, leasing commissions, and net lease intangible assets/liabilities), and any other liabilities on a relative fair
value basis.
We recorded the total cost of the above acquisitions as follows (in thousands):
Land
Land held for development
Buildings
Tenant origination costs
Leasing commissions/absorption costs
Net lease intangible assets
Net lease intangible liabilities
Deferred tax liability
Total
2018
2017
2016
$
$
63,970
—
142,900
13,625
27,465
3,142
(545)
—
250,557
$
$
45,981
—
66,241
12,084
23,161
498
(9,585)
(560)
137,820
$
$
38,924
15,968
184,854
—
4,992
22
(10)
—
244,750
The weighted remaining average life for 2018 acquisition components above, other than land and building, are 71 months for
tenant origination costs, 61 months for leasing commissions/absorption costs, 63 months for net lease intangible assets and 78
months for net lease intangible liabilities.
The difference in the total contract purchase price of $250.0 million for the 2018 acquisition and cash paid for the acquisition per
the consolidated statements of cash flows of $106.4 million is primarily due to a mortgage note assumed and repaid at settlement
($135.5 million), an acquisition deposit made during 2017 ($6.3 million), and a net credit to the buyer for certain expenditures
($2.4 million), partially offset by capitalized acquisition related costs ($0.6 million).
The difference in the total contract price of $135.0 million for the 2017 acquisition and cash paid for the acquisition per the
consolidated statements of cash flows of $138.4 million is primarily due to capitalized acquisition-related costs ($2.8 million) and
a net credit to the buyer for certain expenditures ($1.0 million), partially offset by the issuance of 12,124 operating partnership
units (“Operating Partnership Units”) as part of the consideration ($0.4 million). The Operating Partnership Units are units in
WashREIT Watergate 600 OP LP, a consolidated subsidiary of Washington REIT. These Operating Partnership Units may be
redeemed for either cash equal to the fair market value of a share of Washington REIT common stock at the time of redemption
(based on a 20-day average price) or, at the option of Washington REIT, one registered or unregistered share of Washington REIT
common stock. In connection with the 2017 acquisition, we granted registration rights to the two contributors of the Watergate
76
600 property relating to the resale of any shares issued upon exchange of Operating Partnership Units pursuant to a shelf registration
statement that we had an obligation to make available to the contributors approximately one year after the issuance of the Operating
Partnership Units. This shelf registration statement was filed on March 8, 2018.
The difference in the total contract price of $244.8 million for the 2016 acquisitions and cash paid for the acquisitions per the
consolidated statements of cash flows of $227.4 million is primarily due to acquisition of land for development of $16.0 million
and credits received at settlement totaling $1.4 million.
Balances, net of accumulated depreciation or amortization, as appropriate, of the components of the fair value of in-place leases
at December 31, 2018 and 2017 were as follows (in thousands):
Tenant origination costs
Leasing commissions/absorption costs
Net lease intangible assets
Net lease intangible liabilities
Below-market ground lease intangible asset
December 31,
$
Gross
Carrying
Value
62,759
126,707
18,062
35,530
12,080
2018
Accumulated
Amortization
41,109
$
87,660
13,617
24,073
2,093
Net
$ 21,650
39,047
4,445
11,457
9,987
$
Gross
Carrying
Value
66,378
123,992
19,362
43,230
12,080
2017
Accumulated
Amortization
50,157
$
95,115
16,089
28,174
1,903
Net
$ 16,221
28,877
3,273
15,056
10,177
Amortization of these combined components during the three years ended December 31, 2018, 2017 and 2016 was as follows (in
thousands):
Depreciation and amortization expense
Real estate rental revenue (increase) decrease, net
Year Ended December 31,
2018
2017
2016
$
$
22,723
(1,314)
21,409
$
$
14,911
(922)
13,989
$
$
17,655
410
18,065
Amortization of these combined components over the next five years is projected to be as follows (in thousands):
2019
2020
2021
2022
2023
Thereafter
Variable Interest Entities
Depreciation and
amortization
expense
Real estate rental
revenue, net
increase
Total
$
13,045
$
9,513
8,716
8,214
6,278
24,918
(1,066) $
(399)
(567)
(756)
(1,030)
(3,194)
11,979
9,114
8,149
7,458
5,248
21,724
In June 2011, we executed a joint venture operating agreement with a real estate development company to develop The Maxwell,
a mid-rise multifamily property in Arlington, Virginia. Major construction activities at The Maxwell ended during December 2014,
and the building became available for occupancy during the first quarter of 2015. Washington REIT was the 90% owner of the
joint venture. The real estate development company owned 10% of the joint venture and was responsible for the development and
construction of the property. During the fourth quarter of 2017, we purchased the 10% joint venture interest from the real estate
development company for a contract purchase price of $4.1 million. With the completion of this transaction, the joint venture
ended and Washington REIT became sole owner of The Maxwell. As a result, we no longer have any VIEs.
We determined that, prior to completion of this transaction, The Maxwell joint venture was a VIE primarily based on the fact that
the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support.
We also determined that Washington REIT was the primary beneficiary of the VIE due to the fact that Washington REIT was
determined to have a controlling financial interest in the entity. In January 2016, Washington REIT exercised its right to purchase
77
at par The Maxwell’s construction loan from the original third-party lender. Upon the purchase, the construction loan became an
intercompany loan payable from the consolidated VIE to Washington REIT that is eliminated in consolidation. The intercompany
loan payable was extinguished as part of Washington REIT’s purchase of the joint venture partner’s 10% interest during the fourth
quarter of 2017.
Properties Sold and Held for Sale
We intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of acquiring,
developing and owning our properties, and to make occasional sales of the properties that no longer meet our long-term strategy
or return objectives and where market conditions for sale are favorable. The proceeds from the sales may be reinvested into other
properties, used to fund development operations or to support other corporate needs, or distributed to our shareholders. Depreciation
on these properties is discontinued when classified as held for sale, but operating revenues, other operating expenses and interest
continue to be recognized through the date of sale.
During the first quarter of 2018, we sold Braddock Metro Center, a 356,000 square foot office property in Alexandria, Virginia
for a contract sales price of $93.0 million. Due to then-ongoing negotiations to sell the property, we evaluated Braddock Metro
Center for impairment and recognized a $9.1 million impairment charge during 2017 in order to reduce the carrying value of the
property to its estimated fair value, less selling costs. We based this fair valuation on the expected sale price from a potential sale.
There are few observable market transactions for similar properties. This fair valuation falls into Level 2 of the fair value hierarchy
due to its reliance on a quoted price in a market that is not active.
During the first quarter of 2018, we executed a purchase and sale agreement to sell 2445 M Street, a 292,000 square foot office
property in Washington, DC, for a contract sales price of $100.0 million, with settlement originally scheduled for the third quarter
of 2018. During 2017, we evaluated 2445 M Street for impairment and recognized a $24.1 million impairment charge in order to
reduce the carrying value of the property to its estimated fair value. Upon execution of the purchase and sale agreement, the
property met the criteria for classification as held for sale. Due to the property’s classification as held for sale, we recorded an
additional impairment charge of $1.9 million in the first quarter of 2018 in order to reduce the carrying value of the property to
its estimated fair value, less estimated selling costs. We based this fair value on the expected sales price from a potential sale.
There are few observable market transactions for similar properties. This fair valuation falls into Level 2 of the fair value hierarchy
due to its reliance on a quoted price in a market that is not active. During the second quarter of 2018, we executed an amendment
to the purchase and sale agreement which increased the contract sales price to $101.6 million and advanced the settlement date.
On June 28, 2018, we sold 2445 M Street, recognizing a gain on sale of real estate of $2.5 million.
During the second quarter of 2017, we executed a purchase and sale agreement for the sale of Walker House Apartments, a 212-
unit multifamily property in Gaithersburg, Maryland, for a contract sales price of $32.2 million. We closed on the sale during the
fourth quarter of 2017, recognizing a gain on sale of $23.8 million.
During the second quarter of 2016, we sold Dulles Station, Phase II, which consists of land held for future development and an
interest in a parking garage in Herndon, Virginia, for $12.1 million. Also during the second quarter of 2016, we executed two
purchase and sale agreements with a single buyer for the sale of a portfolio of six office properties located in Maryland: 6110
Executive Boulevard, Wayne Plaza, 600 Jefferson Plaza, West Gude Drive, 51 Monroe Street and One Central Plaza (collectively,
the "Maryland Office Portfolio") for an aggregate contract sales price of $240.0 million. We closed on the first sale transaction in
June 2016 and closed on the second sale transaction in September 2016.
78
We sold our interests in the following properties during the three years ended December 31, 2018:
Disposition Date
January 19, 2018
June 28, 2018
Property
Braddock Metro Center
2445 M Street
October 23, 2017
Walker House Apartments
Segment
Office
Office
Total 2018
Multifamily
Total 2017
May 26, 2016
June 27, 2016
Dulles Station, Phase II (1)
Maryland Office Portfolio
Transaction I (2)
Office
Office
September 22, 2016 Maryland Office Portfolio
Transaction II (3)
Office
Total 2016
# of units
(unaudited)
Rentable
Square Feet
(unaudited)
Contract
Sale Price
(in thousands)
Gain on Sale
(in thousands)
N/A
N/A
212
N/A
N/A
N/A
356,000
292,000
648,000
$
$
93,000
101,600
194,600
N/A $
$
32,200
32,200
N/A $
12,100
$
$
$
$
$
—
2,495
2,495
23,838
23,838
527
692,000
111,500
23,585
491,000
128,500
77,592
1,183,000
$
252,100
$
101,704
Land held for future development and an interest in a parking garage.
(1)
(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.
We have fully transferred control of the assets associated with these disposed properties and do not have significant continuing
involvement in the operations of these properties.
While the Maryland Office Portfolio, in the aggregate, constitutes an individually significant disposition, it does not qualify for
presentation and disclosure as a discontinued operation as it does not represent a strategic shift in our operations.
Real estate rental revenue and net income for the Maryland Office Portfolio for the three years ended December 31, 2018 are as
follows:
Real estate rental revenue
Net income
Casualty Gain
Year Ending December 31,
2018
2017
2016
$
— $
—
— $
—
20,266
9,376
We recorded a net casualty gain of $0.7 million during the second quarter of 2016 associated with a fire at Bethesda Hill Towers
that damaged four units, which is included in real estate impairment and casualty (gain), net on our consolidated statements of
income. The net casualty gain is comprised of $0.9 million in third-party insurance proceeds received by us, which were partially
offset by casualty charges of $0.2 million to write off the net book value of the damaged units at Bethesda Hill Towers.
79
NOTE 4: MORTGAGE NOTES PAYABLE
As of December 31, 2018 and 2017, we had outstanding mortgage notes payable, each collateralized by one or more buildings
and related land from our portfolio, as follows (in thousands):
Properties
Yale West (3)
Olney Village Center
Kenmore Apartments (4)
Premiums and discounts, net
Debt issuance costs, net
Assumption/Issuance
Date (1)
Effective Interest
Rate (2)
2018
2017
December 31,
2/21/2014
8/30/2011
2/2/2009
3.75% $
46,155
$
4.94%
5.37%
11,215
—
57,370
2,520
(98)
59,792
$
$
46,629
13,091
32,194
91,914
3,385
(158)
95,141
Payoff Date/
Maturity Date
1/31/2022
10/1/2023
8/31/2018
(1) Each of these mortgages was assumed with the acquisition of the collateralized properties, except for the mortgage note secured
by Kenmore Apartments, which was originally executed by Washington REIT. We record mortgages assumed in an acquisition
at fair value.
(2) Yield on the assumption/issuance date, including the effects of any premiums, discounts or fair value adjustments on the notes.
(3) The maturity date of the mortgage note is January 1, 2052, but can be prepaid, without penalty, beginning on January 31, 2022.
(4) This mortgage note was prepaid, without penalty, in August 2018.
Except as noted above, principal and interest are payable monthly until the maturity date, at which time all unpaid principal and
interest are payable in full.
Total cost basis of the above mortgaged properties was $134.3 million and $208.3 million at December 31, 2018 and 2017,
respectively.
Scheduled principal payments on the mortgage notes subsequent to December 31, 2018 are as follows (in thousands):
2019
2020
2021
2022
2023
Thereafter
$
$
2,500
2,659
2,829
46,984
2,398
—
57,370
NOTE 5: UNSECURED LINES OF CREDIT PAYABLE
During the first quarter of 2018, we entered into an amended and restated credit agreement (“Credit Agreement”) which provides
for a $700.0 million unsecured revolving credit facility (“Revolving Credit Facility”), the continuation of an existing $150.0
million unsecured term loan (“2015 Term Loan”) and an additional $250.0 million unsecured term loan (“2018 Term Loan”). The
Revolving Credit Facility has a four-year term ending in March 2022, with two six-month extension options, and expands our
prior $600.0 million unsecured revolving credit facility that was set to expire in June 2019. The Credit Agreement has an accordion
feature that allows us to increase the facility up to $1.5 billion in the aggregate, to the extent the lenders agree to provide additional
revolving loan commitments or term loans.
The 2015 Term Loan has a 5.5 year term and currently has an interest rate of one month LIBOR plus 110 basis points, based on
Washington REIT's current unsecured debt ratings. We entered into two interest rate swaps to effectively fix the interest rate at
2.7% (see note 7).
80
The 2018 Term Loan increases and replaces the $150.0 million unsecured term loan, initially entered into on July 22, 2016 (“2016
Term Loan”), that was scheduled to mature in July 2023. The 2018 Term Loan is scheduled to mature in July 2023 and bears
interest at a rate of either one month LIBOR plus a margin ranging from 0.85% to 1.75% or the base rate plus a margin ranging
from 0% to 0.75% (in each case depending upon Washington REIT’s credit rating). We used the $100.0 million of additional
proceeds from the 2018 Term Loan primarily to repay outstanding borrowings on the Revolving Credit Facility.
We had previously used interest rate derivatives to effectively fix the interest rate of the 2016 Term Loan. These interest rate
derivatives now effectively fix the interest rate on a $150.0 million portion of the 2018 Term Loan at 2.31%. In March 2018, we
entered into interest rate derivatives that commenced on June 29, 2018 to effectively fix the interest rate on the remaining $100.0
million of the 2018 Term Loan at 3.71%. The 2018 Term Loan has an all-in fixed interest rate of 2.87%.
The amount of the Revolving Credit Facility unused and available at December 31, 2018 was as follows (in thousands):
Committed capacity
Borrowings outstanding
Unused and available
$
$
We executed borrowings and repayments on the Revolving Credit Facility during 2018 as follows (in thousands):
Balance at December 31, 2017
Borrowings
Repayments
Balance at December 31, 2018
$
$
700,000
(188,000)
512,000
166,000
410,000
(388,000)
188,000
The Revolving Credit Facility bears interest at a rate of either LIBOR plus a margin ranging from 0.775% to 1.55% or the base
rate plus a margin ranging from 0% to 0.55% (in each case depending upon Washington REIT’s credit rating). The base rate is
the highest of the administrative agent's prime rate, the federal funds rate plus 0.5% and the LIBOR market index rate plus 1.0%.
As of December 31, 2018, the interest rate on the facility is LIBOR plus 1.0% and the one month LIBOR was 2.5%.
All outstanding advances for the Revolving Credit Facility are due and payable upon maturity in March 2022, unless extended
pursuant to one or both of the two six-month extension options. Interest only payments are due and payable generally on a monthly
basis. In addition, the Revolving Credit Facility requires the payment of a facility fee ranging from 0.10% to 0.30% (depending
on Washington REIT’s credit rating) on the $700.0 million committed capacity, without regard to usage. As of December 31, 2018,
the facility fee is 0.20%.
For the three years ended December 31, 2018, we recognized interest expense (excluding facility fees) and facility fees as follows
(in thousands):
Interest expense (excluding facility fees)
Facility fees
Year Ended December 31,
2018
2017
2016
$
$
6,843
1,371
$
3,857
1,217
3,272
1,220
The Revolving Credit Facility contains and the prior unsecured credit facility that it replaced contained certain financial and non-
financial covenants, all of which we have met as of December 31, 2018 and 2017. Included in these covenants are limits on our
total indebtedness, secured and unsecured indebtedness and required debt service payments.
81
Information related to revolving credit facilities for the three years ended December 31, 2018 as follows (in thousands, except
percentage amounts):
Total revolving credit facilities at December 31
Borrowings outstanding at December 31
Weighted average daily borrowings during the year
Maximum daily borrowings during the year
Weighted average interest rate during the year
Weighted average interest rate on borrowings outstanding at December 31
$
Year Ended December 31,
$
2018
700,000
188,000
230,934
429,000
$
2017
600,000
166,000
179,633
252,000
2016
600,000
120,000
214,962
358,000
2.96%
3.52%
2.15%
2.54%
1.52%
1.64%
The covenants under our Revolving Credit Facility require us to insure our properties against loss or damage in amounts customarily
maintained by similar businesses or as they may be required by applicable law. The covenants for the notes require us to keep all
of our insurable properties insured against loss or damage at least equal to their then full insurable value. We have an insurance
policy that has no terrorism exclusion, except for non-certified nuclear, chemical and biological acts of terrorism. Our financial
condition and results of operations are subject to the risks associated with acts of terrorism and the potential for uninsured losses
as the result of any such acts. Effective November 26, 2002, under this existing coverage, any losses caused by certified acts of
terrorism would be partially reimbursed by the United States under a formula established by federal law. Under this formula, the
United States pays 85% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance provider,
and insurers pay 10% until aggregate insured losses from all insurers reach $100 billion in a calendar year. If the aggregate amount
of insured losses under this program exceeds $100 billion during the applicable period for all insured and insurers combined, then
each insurance provider will not be liable for payment of any amount which exceeds the aggregate amount of $100 billion. On
January 12, 2015, the Terrorism Risk Insurance Program Reauthorization Act of 2015 was signed into law and extended the
program through December 31, 2020.
NOTE 6: NOTES PAYABLE
Our unsecured notes and term loans outstanding as of December 31, 2018 and 2017 are as follows (in thousands):
10 Year Unsecured Notes
2015 Term Loan
4.95%
1 Month LIBOR + 110 basis points
Coupon/Stated Rate
3.95%
1 Month LIBOR + 165 basis points
1 Month LIBOR + 110 basis points
7.25%
10 Year Unsecured Notes
2016 Term Loan (3)
2018 Term Loan (3)
30 Year Unsecured Notes
Total principal
Premiums and discounts, net
Deferred issuance costs, net
Total
Payoff Date/
Maturity Date (2)
10/1/2020
3/15/2021
10/15/2022
3/29/2018
7/21/2023
2/25/2028
Effective
Rate (1)
5.05%
2.72%
4.02%
2.86%
2.87%
7.36%
December 31,
$
2018
250,000
150,000
300,000
—
250,000
50,000
1,000,000
(1,189)
(3,414)
995,397
$
2017
250,000
150,000
300,000
150,000
—
50,000
900,000
(1,580)
(4,062)
894,358
(1) For fixed rate notes, the effective rate represents the yield on issuance date, including the effects of discounts on the notes. For
variable rate notes, the effective rate represents the rate as fixed by interest rate derivatives (see note 7).
(2) No principal amounts are due prior to maturity.
(3) The 2018 Term Loan increased and replaced the 2016 Term Loan (see note 5).
82
The required principal payments on the unsecured notes and term loans as of December 31, 2018 are as follows (in thousands):
2019
2020
2021
2022
2023
Thereafter
$
$
—
250,000
150,000
300,000
250,000
50,000
1,000,000
Interest on these notes is payable semi-annually, except for the term loans, for which interest is payable monthly. These notes
contain certain financial and non-financial covenants, all of which we have met as of December 31, 2018. Included in these
covenants is the requirement to maintain a minimum level of unencumbered assets, as well as limits on our total indebtedness,
secured indebtedness and required debt service payments.
NOTE 7: DERIVATIVE INSTRUMENTS
On September 15, 2015, we entered into two interest rate swap arrangements with a total notional amount of $150.0 million to
swap the floating interest rate under the 2015 Term Loan (see note 6) to an all-in fixed interest rate of 2.72% starting on October 15,
2015 and extending until the maturity of the 2015 Term Loan on March 15, 2021.
On July 22, 2016, we entered into two forward interest rate swap arrangements with a total notional amount of $150.0 million to
swap the floating interest rate under the 2016 Term Loan (see note 6) to an all-in fixed interest rate of 2.86%, starting on March 31,
2017 and extending until the scheduled maturity of the 2016 Term Loan on July 21, 2023. On March 29, 2018, we entered into
the 2018 Term Loan, a $250.0 million floating interest rate term loan scheduled to mature on July 21, 2023, which increased and
replaced the 2016 Term Loan. The interest rate swap arrangements that had effectively fixed the 2016 Term Loan now effectively
fix the interest rate on a $150.0 million portion of the 2018 Term Loan at 2.31%. On March 29, 2018, we entered into four interest
rate swap arrangements with a total notional amount of $100.0 million to effectively fix the interest rate on the remaining $100.0
million of the 2018 Term Loan at 3.71%, that commenced on June 29, 2018 and extending until the maturity of the 2018 Term
Loan on July 21, 2023. The $250.0 million 2018 Term Loan has an all-in fixed interest rate of 2.87% (see note 5 and note 6).
The interest rate swaps qualify as cash flow hedges and are recorded at fair value in accordance with GAAP, based on discounted
cash flow methodologies and observable inputs. We record the effective portion of changes in fair value of the cash flow hedges
in other comprehensive income. The resulting unrealized loss on the effective portions of the cash flow hedges was the only activity
in other comprehensive income (loss) during the periods presented in our consolidated financial statements. We assess the
effectiveness of our cash flow hedges both at inception and on an ongoing basis. The cash flow hedges were effective for 2018
and 2017 and hedge ineffectiveness did not impact earnings in 2018 and 2017.
The fair values of the interest rate swaps as of December 31, 2018 and 2017, are as follows (in thousands):
Derivative Instrument
Aggregate
Notional
Amount
Fair Value
Derivative Assets (Liabilities)
December 31,
Effective Date
Maturity Date
2018
2017
Interest rate swaps
Interest rate swaps
Interest rate swaps
$
150,000 October 15, 2015 March 15, 2021
150,000 March 31, 2017
July 21, 2023
100,000
June 29, 2018
July 21, 2023
$
400,000
$
$
$
2,720
$
7,918
(799) $
$
9,839
1,987
7,432
—
9,419
We record interest rate swaps on our consolidated balance sheets with prepaid expenses and other assets when in a net asset
position, and with accounts payable and other liabilities when in a net liability position. The interest rate swaps have been effective
since inception.
83
The gains or losses on the effective swaps are recognized in other comprehensive income, as follows (in thousands):
Year Ending December 31,
2018
2017
2016
Unrealized gain on interest rate hedges
$
420
$
1,808
$
8,161
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as
interest payments are made on our variable-rate debt. During the next twelve months, we estimate that $3.3 million will be
reclassified as a decrease to interest expense.
We have agreements with each of our derivative counterparties that contain a provision whereby we could be declared in default
on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the
indebtedness. As of December 31, 2018, the fair value of the derivative assets, including accrued interest, was $10.6 million, and
the fair value of the derivative liabilities, including accrued interest, was $0.8 million. As of December 31, 2018, we have not
posted any collateral related to these agreements.
Derivative instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of the interest
rate hedge agreement. We believe that we minimize our credit risk on these transactions by dealing with major, creditworthy
financial institutions. We monitor the credit ratings of counterparties and our exposure to any single entity, thus minimizing our
credit risk concentration.
NOTE 8: FAIR VALUE DISCLOSURES
Assets and Liabilities Measured at Fair Value
For assets and liabilities measured at fair value on a recurring basis, quantitative disclosures about the fair value measurements
are required to be disclosed separately for each major category of assets and liabilities, as follows:
Level 1: Quoted prices in active markets for identical assets
Level 2: Significant other observable inputs
Level 3: Significant unobservable inputs
The only assets or liabilities we had at December 31, 2018 and 2017 that are recorded at fair value on a recurring basis are the
assets held in the Supplemental Executive Retirement Plan ("SERP"), which primarily consists of investments in mutual funds,
and the interest rate swaps (see note 7).
We base the valuations related to the SERP on assumptions derived from significant other observable inputs and accordingly these
valuations fall into Level 2 in the fair value hierarchy.
The valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow
analysis on the expected cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swaps,
including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.
The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed
cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash payments (or
receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
To comply with the provisions of ASC 820, we incorporate credit valuation adjustments in the fair value measurements to
appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These credit
valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. In
adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting
and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation
of interest rate swaps fall into Level 2 in the fair value hierarchy.
84
The fair values of these assets and liabilities at December 31, 2018 and 2017 were as follows (in thousands):
December 31, 2018
December 31, 2017
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Fair Value
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair
Value
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
SERP
Interest rate swaps
$
1,364
10,638
$
— $
—
1,364
10,638
$
— $ 1,858
— 9,419
$
— $
—
1,858
9,419
$
Liabilities:
Interest rate swaps
(799)
—
(799)
—
—
—
—
—
—
—
Financial Assets and Liabilities Not Measured at Fair Value
The following disclosures of estimated fair value were determined by management using available market information and
established valuation methodologies, including discounted cash flow models. Many of these estimates involve significant judgment.
The estimated fair value disclosed may not necessarily be indicative of the amounts we could realize on disposition of the financial
instruments. The use of different market assumptions or estimation methodologies could have an effect on the estimated fair value
amounts. In addition, fair value estimates are made at a point in time and thus, estimates of fair value subsequent to December 31,
2018 may differ significantly from the amounts presented.
Below is a summary of significant methodologies used in estimating fair values and a schedule of fair values at December 31,
2018.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents and restricted cash include cash and commercial paper with original maturities of less than 90 days,
which are valued at the carrying value, which approximates fair value due to the short maturity of these instruments (Level 1
inputs).
Debt
Mortgage notes payable consist of instruments in which certain of our real estate assets are used for collateral. We estimate the
fair value of the mortgage notes payable by discounting the contractual cash flows at a rate equal to the relevant treasury rates
(with respect to the timing of each cash flow) plus credit spreads estimated through independent comparisons to real estate assets
or loans with similar characteristics. Line of credit payable consist of bank facilities which we use for various purposes including
working capital, acquisition funding and capital improvements. The line of credit advances and term loans with floating interest
rates are priced at a specified rate plus a spread. We estimate the market value based on a comparison of the spreads of the advances
to market given the adjustable base rate. We estimate the fair value of the notes payable by discounting the contractual cash flows
at a rate equal to the relevant treasury rates (with respect to the timing of each cash flow) plus credit spreads derived using the
relevant securities’ market prices. We classify these fair value measurements as Level 3 as we use significant unobservable inputs
and management judgment due to the absence of quoted market prices.
As of December 31, 2018 and 2017, the carrying values and estimated fair values of our financial instruments were as follows (in
thousands):
Cash and cash equivalents
Restricted cash
Mortgage notes payable
Line of credit payable
Notes payable
December 31,
2018
2017
$
Carrying
Value
6,016
1,624
59,792
188,000
995,397
$
$
Fair Value
6,016
1,624
60,398
188,000
1,015,210
Carrying
Value
Fair Value
$
9,847
2,776
95,141
166,000
894,358
9,847
2,776
97,181
166,000
931,377
85
NOTE 9: STOCK BASED COMPENSATION
Washington REIT maintains short-term and long-term incentive plans that allow for stock-based awards to officers and non-officer
employees. Stock based awards are provided to officers and non-officer employees, as well as trustees, under the Washington Real
Estate Investment Trust 2016 Omnibus Incentive Plan which allows for awards in the form of restricted shares, restricted share
units, options, and other awards up to an aggregate of 2,400,000 shares over the ten year period in which the plan will be in effect.
Restricted share units are converted into shares of our stock upon full vesting through the issuance of new shares. There were no
options issued or outstanding as of December 31, 2018 and 2017.
Short-Term Incentive Plan ("STIP")
Under the STIP, executive officers earn awards, payable 50% in cash and 50% in restricted shares, based on a percentage of salary
and an achievement rating subject to the discretion of the Compensation Committee of the board of trustees in consideration of
various performance conditions and other subjective factors during a one-year performance period. With respect to the 50% of
the STIP award payable in restricted shares, the restricted shares will vest over a three-year period commencing on the January 1
following the end of the one-year performance period. Prior to the adoption of the 2016 Omnibus Incentive Plan, stock based
awards to officers, non-officer employees and trustees were issued under the Washington Real Estate Investment Trust 2007
Omnibus Long-Term Incentive Plan which allowed for awards in the form of restricted shares, restricted share units, options and
other awards up to an aggregate of 2,000,000 shares while the plan was in effect.
The grant date for the 50% of the STIP award payable in restricted shares is the date on which the Compensation Committee
approves the STIP awards. We recognize compensation expense on this 50% when the grant date occurs at the end of the one-
year period through the three-year vesting period.
Bonuses payable under the short-term incentive plans for non-executive officers and staff are payable 100% in cash.
Long-Term Incentive Plan ("LTIP")
Under the LTIP, executive officers earn awards payable, 75% in unrestricted shares and 25% in restricted shares, based on a
percentage of salary and the achievement of certain market conditions. For performance periods beginning prior to January 1,
2018, LTIP performance was evaluated based 50% on absolute total shareholder return (“TSR”) and 50% on relative TSR over a
three-year evaluation period with a new three-year period initiating under the existing plan each year. During the first quarter of
2018, we amended the LTIP for executive officers to eliminate the absolute TSR component and only utilize relative TSR in the
measurement of market condition performance. Under the amended LTIP, relative TSR is evaluated 50% relative to a defined
population of peer companies and 50% relative to the FTSE NAREIT Diversified Index. The amendment became effective for
three-year performance periods commencing on or after January 1, 2018. The officers' total award opportunities under the LTIP
stated as a percentage of base salary ranges from 80% to 150% at target level. The unrestricted shares vest immediately at the end
of the three-year performance period, and the restricted shares vest over a one-year period commencing on the January 1 following
the end of the three-year performance period.
We recognize compensation expense ratably (over three years for the 75% unrestricted shares and over four years for the 25%
restricted shares) based on the grant date fair value, as determined using a Monte Carlo simulation, and regardless of whether the
market conditions are achieved and the awards ultimately vest.
We use a binomial model which employs the Monte Carlo method as of the grant date to determine the fair value of the officer
LTIP awards. For three-year performance periods commencing on or after January 1, 2018, the market condition performance
measurement is based on total shareholder return relative to a defined population of peer companies (50% weighting) and relative
to the FTSE NAREIT Diversified Index (50% weighting). The model evaluates the awards for changing total shareholder return
over the term of the vesting, relative to the peer companies and relative to the FTSE NAREIT Diversified Index, and uses random
simulations that are based on past stock characteristics as well as dividend growth and other factors for Washington REIT and
each of the peer companies. For three-year performance periods commencing prior to January 1, 2018, the market condition
performance measurement was based on total shareholder return on an absolute basis (50% weighting) and relative to a defined
population of peer companies (50% weighting).
86
The assumptions used to value the officer LTIP awards were as follows:
2018 Awards
2017 Awards
2016 Awards
Expected volatility (1)
Risk-free interest rate (2)
Expected term (3)
Share price at grant date
(1) Expected volatility based upon historical volatility of our daily closing share price.
(2) Risk-free interest rate based on U.S. treasury constant maturity bonds on the measurement date with a maturity equal to the market condition performance
period.
(3) Expected term based on the market condition performance period.
$26.06
$27.06
$30.84 - $32.69
18.5% - 18.7%
3 and 4 years
3 and 4 years
3 and 4 years
18.2%
17.9%
1.3%
2.4%
1.5%
The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that
commenced in 2018 ranged from approximately 8% to 45% for the 50% of the LTIP based on TSR relative to a defined population
of peer companies and from 9% to 51% for the 50% of the LTIP based on TSR relative to the FTSE NAREIT Diversified Index.
The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that
commenced in 2017 ranged from approximately 37% to 67% for the 50% of the LTIP based on relative TSR and from 13% to
31% for the 50% of the LTIP based on absolute TSR.
The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that
commenced in 2016 ranged from approximately 38% to 66% for the 50% of the LTIP based on relative TSR and from 17% to
30% for the 50% of the LTIP based on absolute TSR.
During 2017, our chief executive officer was granted a one-time equity award of 100,000 restricted shares. None of the restricted
shares vest until the fifth anniversary of the grant date, at which time 100% of the restricted shares will vest, subject to Mr.
McDermott's continued employment with Washington REIT until such vesting date.
Our non-executive officers and other employees earn restricted share unit awards under a long-term incentive plan for non-executive
officers and staff, which became effective on January 1, 2016, based upon various percentages of their salaries and annual
performance calculations. The restricted share unit awards vest ratably over three years from December 15 preceding the grant
date based upon continued employment. For awards made through 2016, the service inception date precedes the grant date. For
these awards, we initially measured compensation expense for awards with performance conditions at fair value at the service
inception date based on probability of payout, and we remeasured compensation expense at subsequent reporting dates until all
of the award's key terms and conditions are known and the grant date is established. We recognized compensation expense for
these awards according to a graded vesting schedule over the four-year requisite service period. During 2016, we amended the
LTIP for other officers and other employees. Among the changes to the LTIP was the inclusion of strategic goals with subjective
performance criteria. As a result of these changes, the service inception date is the same as the grant date for awards made under
the amended LTIP. We recognize compensation expense for these awards according to a graded vesting schedule over the three-
year requisite service period.
Restricted share awards made to retirement-eligible employees fully vest on the grant date. Employees are considered retirement-
eligible when they are both over the age of 55 and have been employed by Washington REIT for at least 20 years, or over the age
of 65. We fully recognize compensation expense for such awards as of the grant date.
Trustee Awards
We award share based compensation to our trustees in the form of restricted shares which vest immediately and are restricted from
sale for the period of the trustees' service. The value of share-based compensation for each trustee was $100,000 for each of three
years ended December 31, 2018.
Total Compensation Expense
Total compensation expense recognized in the consolidated financial statements for each of the three years ended December 31,
2018 for all share based awards was $6.7 million, $4.8 million and $3.5 million, respectively, net of capitalized stock-based
compensation expense of $0.3 million, $0.2 million and $0.1 million, respectively.
87
Restricted Share Awards with Performance and Service Conditions
The activity for the three years ended December 31, 2018 related to our restricted share awards, excluding those subject to market
conditions, was as follows:
Unvested at December 31, 2015
Granted
Vested during year
Forfeited
Unvested at December 31, 2016
Granted
Vested during year
Forfeited
Unvested at December 31, 2017
Granted
Vested during year
Forfeited
Unvested at December 31, 2018
Shares
Wtd Avg Grant Fair
Value
106,144
$
251,694
(211,771)
(38,368)
107,699
330,639
(194,569)
(7,075)
236,694
304,087
(224,150)
(5,621)
311,010
27.71
26.01
29.21
26.14
26.47
32.46
30.50
27.43
27.96
25.98
27.40
29.43
29.07
The total fair value of share grants vested for each of the three years ended December 31, 2018 was $6.1 million, $5.9 million and
$6.2 million, respectively.
As of December 31, 2018, the total compensation cost related to non-vested share awards not yet recognized was $7.7 million,
which we expect to recognize over a weighted average period of 26 months.
Restricted and Unrestricted Shares with Market Conditions
Stock based awards with market conditions under the LTIP were granted in 2018, 2017 and 2016 with fair market values, as
determined using a Monte Carlo simulation, as follows (in thousands):
2018 Awards
Grant Date Fair Value
2017 Awards
2016 Awards
Restricted
Unrestricted
Restricted
Unrestricted
Restricted
Unrestricted
Relative TSR
Absolute/Index TSR (1)
$
$
203
230
$
608
690
$
222
100
$
666
299
$
182
82
546
246
The unamortized value of these awards with market conditions as of December 31, 2018 was as follows (in thousands):
2018 Awards
2017 Awards
2016 Awards
Restricted
Unrestricted
Restricted
Unrestricted
Restricted
Unrestricted
$
Relative TSR
—
Absolute/Index TSR (1)
—
(1) The performance condition for the 2018 awards was evaluated based on 50% on TSR relative to a defined population of peer
companies and 50% on TSR relative to the FTSE NAREIT Diversified Index. The performance conditions for the 2017 and 2016
awards were evaluated based 50% on absolute TSR and 50% on relative TSR.
222
100
158
179
111
50
427
484
39
18
$
$
$
$
$
NOTE 10: OTHER BENEFIT PLANS
We have a Retirement Savings Plan (the “401(k) Plan”), which permits all eligible employees to defer a portion of their compensation
in accordance with the Code. Under the 401(k) Plan, we may make discretionary contributions on behalf of eligible employees.
For each of the three years ended December 31, 2018, we made contributions to the 401(k) plan of $0.5 million, $0.4 million and
$0.4 million, respectively.
88
We have adopted non-qualified deferred compensation plans for the officers and members of the board of trustees. The plans allow
for a deferral of a percentage of annual cash compensation and trustee fees. The plans are unfunded and payments are to be made
out of the general assets of Washington REIT. The deferred compensation liability was $1.1 million and $1.0 million at December
31, 2018 and 2017, respectively.
In November 2005, the board of trustees approved the establishment of a SERP for the benefit of officers. This is a defined
contribution plan under which, upon a participant's termination of employment from Washington REIT for any reason other than
discharge for cause, the participant will be entitled to receive a benefit equal to the participant's accrued benefit times the participant's
vested interest. We account for this plan in accordance with ASC 710-10 and ASC 320-10, whereby the investments are reported
at fair value, and unrealized holding gains and losses are included in earnings. At December 31, 2018 and 2017, the accrued benefit
liability was $1.4 million and $1.8 million, respectively. For each of the three years ended December 31, 2018, we recognized
current service cost of $0.3 million, $0.3 million and $0.2 million, respectively.
NOTE 11: EARNINGS PER COMMON SHARE
We determine “Basic earnings per share” using the two-class method as our unvested restricted share awards and units have non-
forfeitable rights to dividends, and are therefore considered participating securities. We compute basic earnings per share by
dividing net income attributable to the controlling interest less the allocation of undistributed earnings to unvested restricted share
awards and units by the weighted-average number of common shares outstanding for the period.
We also determine “Diluted earnings per share” as the more dilutive of the two-class method or the treasury stock method with
respect to the unvested restricted share awards. We further evaluate any other potentially dilutive securities at the end of the period
and adjust the basic earnings per share calculation for the impact of those securities that are dilutive. Our dilutive earnings per
share calculation includes the dilutive impact of operating partnership units under the if-converted method and our share based
awards with performance conditions prior to the grant date and all market condition awards under the contingently issuable method.
The computation of basic and diluted earnings per share for the three years ended December 31, 2018 was as follows (in thousands;
except per share data):
Numerator:
Net income
Net loss attributable to noncontrolling interests
Allocation of undistributed earnings to unvested restricted share awards
and units
Adjusted net income attributable to the controlling interests
Denominator:
Weighted average shares outstanding – basic
Effect of dilutive securities:
Operating partnership units
Employee restricted share awards
Weighted average shares outstanding – diluted
Basic net income attributable to the controlling interests per common share
Diluted net income attributable to the controlling interests per common share
Dividends declared per common share
Year Ended December 31,
2018
2017
2016
$
25,630
$
19,612
$
119,288
—
56
51
(526)
25,104
$
(362)
19,306
$
(310)
119,029
78,960
76,820
72,163
12
70
9
106
—
176
79,042
76,935
72,339
0.32
0.32
1.20
$
$
$
0.25
0.25
1.20
$
$
$
1.65
1.65
1.20
$
$
$
$
89
NOTE 12: RENTALS UNDER OPERATING LEASES
As of December 31, 2018, non-cancelable commercial operating leases provide for future minimum rental income as follows (in
thousands):
2019
2020
2021
2022
2023
Thereafter
$
$
191,252
175,925
153,395
133,359
108,564
304,876
1,067,371
Apartment leases are not included as the terms are generally for one year. Most of these commercial leases increase in future years
based on agreed-upon percentages or in some instances, changes in the Consumer Price Index.
Real estate tax, operating expense and common area maintenance reimbursement income for the three years ended December 31,
2018 was $33.2 million, $35.4 million and $35.2 million, respectively.
NOTE 13: COMMITMENTS AND CONTINGENCIES
Development Commitments
At December 31, 2018, we had no committed contracts outstanding with third parties in connection with our development and
redevelopment projects.
Litigation
We are involved from time to time in various legal proceedings, lawsuits, examinations by various tax authorities and claims that
have arisen in the ordinary course of business. Management believes that the resolution of any such current matters will not have
a material adverse effect on our financial condition or results of operations.
NOTE 14: SEGMENT INFORMATION
We evaluate real estate performance and allocate resources by property type and have three reportable segments: office, multifamily,
and retail. Office properties provide office space for various types of businesses and professions. Multifamily properties provide
rental housing for individuals and families throughout the Washington metro region. Retail properties are typically grocery store
anchored neighborhood centers that include other small shop tenants or regional power centers with several junior box tenants.
Real estate rental revenue as a percentage of the total for each of the reportable operating segments for the three years ended
December 31, 2018 was as follows:
Office
Multifamily
Retail
Year Ended December 31,
2018
2017
2016
53%
28%
19%
52%
29%
19%
53%
27%
20%
90
The percentage of income producing real estate assets classified as held and used, at cost, for each of the reportable operating
segments as of December 31, 2018 and 2017 was as follows:
Office
Multifamily
Retail
December 31,
2018
2017
52%
32%
16%
50%
33%
17%
The accounting policies of each of the segments are the same as those described in note 2.
We evaluate performance based upon net operating income from the combined properties in each segment. Our reportable operating
segments are consolidations of similar properties. GAAP requires that segment disclosures present the measure(s) used by the
chief operating decision maker for purposes of assessing segments’ performance. Net operating income is a key measurement of
our segment profit and loss. Net operating income is defined as segment real estate rental revenue less segment real estate expenses.
The following tables present revenues, net operating income, capital expenditures and total assets for the three years ended
December 31, 2018 from these segments, and reconciles net operating income of reportable segments to net income attributable
to the controlling interests as reported (in thousands):
Year Ended December 31, 2018
Real estate rental revenue
Real estate expenses
Net operating income
Depreciation and amortization
General and administrative
Interest expense
Loss on extinguishment of debt
Real estate impairment
Gain on sale of real estate
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to the controlling interests
Capital expenditures
Total assets
Office
$ 178,474
63,321
$ 115,153
Retail
63,222
15,674
47,548
$
$
Multifamily
95,194
$
37,235
57,959
$
$
Corporate
and Other
$
Consolidated
— $ 336,890
—
116,230
— $ 220,660
(121,228)
(22,089)
(51,144)
(1,178)
(1,886)
2,495
25,630
—
$
42,019
$1,248,673
$
3,934
$ 341,021
$
25,117
$ 792,170
$
$
963
35,240
25,630
$
$
72,033
$ 2,417,104
91
Year Ended December 31, 2017
Office
Retail
Multifamily
Corporate
and Other
$
Consolidated
— $ 325,078
95,250
37,640
57,610
$
—
115,650
— $ 209,428
(112,056)
(22,580)
(33,152)
(47,534)
507
24,915
84
19,612
56
19,668
64,381
$
$
3,866
42,380
$ 2,359,426
Corporate
and Other
$
$
Consolidated
— $ 313,264
—
115,013
— $ 198,251
(108,406)
(19,545)
676
(1,178)
(53,126)
297
101,704
615
119,288
51
$ 119,339
$
58,014
$ 2,253,619
$ 167,438
62,824
$ 104,614
$
$
62,390
15,186
47,204
$
$
Real estate rental revenue
Real estate expenses
Net operating income
Depreciation and amortization
General and administrative
Real estate impairment
Interest expense
Other income
Gain on sale of real estate
Income tax benefit
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to the controlling interests
Capital expenditures
Total assets
$
30,407
$
2,128
$
27,980
$1,203,187
$ 346,580
$ 767,279
$
$
Year Ended December 31, 2016
Office
$ 165,934
64,405
$ 101,529
Retail
61,566
15,860
45,706
$
$
Multifamily
85,764
$
34,748
51,016
$
Real estate rental revenue
Real estate expenses
Net operating income
Depreciation and amortization
General and administrative
Casualty gain
Acquisition costs
Interest expense
Other income
Gain on sale of real estate
Income tax benefit
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to the controlling interests
Capital expenditures
Total assets
$
30,337
$1,104,589
$
8,821
$ 352,056
$
17,936
$ 762,695
$
$
920
34,279
92
NOTE 15: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Unaudited financial data by quarter in each of the years ended December 31, 2018 and 2017 were as follows (in thousands, except
for per share data):
2018
Real estate rental revenue
Net income
Net income attributable to the controlling interests
Net income per share
Basic
Diluted
2017
Real estate rental revenue
Net income
Net income attributable to the controlling interests
Net income per share
Basic
Diluted
Quarter
(1), (2)
First
Second
Third
Fourth
$
$
$
$
$
$
$
$
$
$
84,881
3,299
3,299
0.04
0.04
77,501
6,615
6,634
0.09
0.09
$
$
$
$
$
$
$
$
$
$
86,606
10,750
10,750
0.14
0.13
83,456
7,847
7,864
0.10
0.10
$
$
$
$
$
$
$
$
$
$
82,502
5,893
5,893
0.07
0.07
82,819
2,813
2,833
0.04
0.04
$
$
$
$
$
$
$
$
$
$
82,901
5,688
5,688
0.07
0.07
81,302
2,337
2,337
0.03
0.03
(1) With regard to per share calculations, the sum of the quarterly results may not equal full year results due to rounding.
(2) The second quarter of 2018 includes gain on sale of real estate of $2.5 million. The fourth quarter of 2017 includes gain
on sale of real estate of $24.9 million. The first quarter of 2018 includes real estate impairment of $1.9 million. The third
and fourth quarters of 2017 include real estate impairments of $5.0 million and $28.2 million, respectively.
NOTE 16: SHAREHOLDERS' EQUITY
During the second quarter of 2016, we issued approximately 5.3 million common shares, including 0.7 million shares issued
pursuant to the underwriters' over-allotment option, at a price to the public of $28.20 per share. We received net proceeds of
approximately $143.4 million.
On May 4, 2018, we entered into eight separate equity distribution agreements (collectively, the “2018 Equity Distribution
Agreements”) with each of Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and SunTrust
Robinson Humphrey, Inc. relating to the issuance of up to $250.0 million of our common shares from time to time under our at-
the-market program. Issuances of our common shares are made at market prices prevailing at the time of issuance. We may use
net proceeds from the issuance of common shares under this program for general business purposes, including, without limitation,
working capital, the acquisition, renovation, expansion, improvement, development or redevelopment of income producing
properties or the repayment of debt. Our issuances and net proceeds on the 2018 Equity Distribution Agreements for the year
ended December 31, 2018 were as follows (in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
Year Ended December 31, 2018
$
$
1,165
31.18
35,472
93
The 2018 Equity Distribution Agreements replaced our previous equity distribution agreements with Wells Fargo Securities, LLC,
BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and RBC Capital Markets LLC, dated June 23, 2015. Our
issuances and net proceeds on the previous equity distribution agreements for the three years ended December 31, 2018 were as
follows (in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
Year Ended December 31,
2018
2017
2016
$
$
—
— $
— $
3,587
32.06
113,194
$
$
904
33.32
29,579
We have a dividend reinvestment program, whereby shareholders may use their dividends and optional cash payments to purchase
common shares. The common shares sold under this program may either be common shares issued by us or common shares
purchased in the open market. Net proceeds under this program are used for general corporate purposes.
Our issuances and net proceeds on the dividend reinvestment program for the three years ended December 31, 2018 were as follows
(in thousands; except per share data):
Issuance of common shares
Weighted average price per share
Net proceeds
NOTE 17: DEFERRED COSTS
Year Ended December 31,
2018
2017
2016
$
$
81
29.18
1,973
$
$
80
32.25
2,576
$
$
23
30.98
700
As of December 31, 2018 and 2017, deferred leasing costs and deferred leasing incentives were included in prepaid expenses and
other assets as follows (in thousands):
2018
2017
December 31,
Deferred leasing costs
Deferred leasing incentives
Gross Carrying
Value
Accumulated
Amortization
Net
Gross Carrying
Value
Accumulated
Amortization
$
69,648
$
33,351
$
36,297
$
68,213
$
28,523
$
25,198
14,081
11,117
24,946
11,114
Net
39,690
13,832
Amortization, including write-offs, of deferred leasing costs and deferred leasing incentives for the three years ended December 31,
2018 were as follows (in thousands):
Deferred leasing costs amortization
Deferred leasing incentives amortization
Year Ended December 31,
2018
2017
2016
$
$
6,442
2,966
$
6,418
3,163
6,076
2,994
94
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(IN THOUSANDS)
Balance at
Beginning of Year
Additions Charged
to Expenses
Net Recoveries
Balance at End of
Year
Allowance for doubtful accounts
2018
2017
2016
$
$
$
Valuation allowance for deferred tax assets
2018
2017
2016
$
$
$
2,426
2,377
2,297
1,413
2,882
5,705
$
$
$
$
$
$
2,136
882
1,706
6
$
$
$
$
— $
— $
(1,001) $
(833) $
(1,626) $
— $
(1,469) $
(2,823) $
3,561
2,426
2,377
1,419
1,413
2,882
95
Properties
Location
Land
Buildings and
Improvements
Initial Cost (b)
SCHEDULE III
Gross Amounts at Which Carried at
December 31, 2018
Land
Buildings and
Improvements
Total (c)
Net
Improvements
(Retirement)
since
Acquisition
Accumulated
Depreciation
at
December 31,
2018
Year of
Construction
Date of
Acquisition
Net
Rentable
Square
Feet
Units
Depreciation
Life (d)
Multifamily Properties
3801 Connecticut Avenue
Roosevelt Towers
Park Adams
The Ashby at McLean (f)
Bethesda Hill Apartments
Bennett Park
The Clayborne
The Kenmore (a)
The Maxwell
The Paramount
Yale West (a)
The Wellington
Wellington Land Parcel (Trove)
(e)
Riverside Apartments
Riverside Apartments Land
Parcel (e)
Office Buildings
Washington, DC
$
420,000
$
2,678,000
$
17,999,000
$
420,000
$
20,677,000
$
21,097,000
$
12,439,000
Virginia
Virginia
Virginia
Maryland
Virginia
Virginia
336,000
287,000
4,356,000
3,900,000
2,861,000
269,000
1,996,000
1,654,000
13,097,000
13,326,000
17,102,000
25,934,000
13,412,000
14,491,000
917,000
81,091,000
336,000
287,000
4,356,000
3,900,000
4,774,000
15,093,000
14,980,000
43,036,000
27,903,000
80,095,000
15,429,000
10,797,000
15,267,000
10,562,000
47,392,000
27,080,000
31,803,000
20,002,000
84,869,000
37,404,000
—
31,192,000
699,000
30,762,000
31,461,000
16,021,000
Washington, DC
28,222,000
33,955,000
19,457,000
28,222,000
Virginia
Virginia
12,787,000
—
38,086,000
12,848,000
8,568,000
38,716,000
2,727,000
8,568,000
53,412,000
38,025,000
41,443,000
81,634,000
16,038,000
50,873,000
50,011,000
8,919,000
9,614,000
Washington, DC
14,684,000
62,069,000
1,288,000
14,684,000
63,357,000
78,041,000
11,170,000
Virginia
30,548,000
116,563,000
12,236,000
30,548,000
128,799,000
159,347,000
16,484,000
Virginia
Virginia
15,000,000
—
45,271,000
—
60,271,000
60,271,000
—
38,924,000
184,854,000
29,053,000
38,924,000
213,907,000
252,831,000
20,607,000
1951
1964
1959
1982
1986
2007
2008
1948
2014
1984
2011
1960
n/a
1971
Jan 1963
May 1965
Jan 1969
Aug 1996
Nov 1997
Feb 2001
Jun 2003
Sep 2008
Jun 2011
Oct 2013
Feb 2014
Jul 2015
178,000
170,000
173,000
274,000
225,000
215,000
60,000
268,000
116,000
141,000
173,000
600,000
307
191
200
256
195
224
74
374
163
135
216
711
30 years
40 years
35 years
30 years
30 years
28 years
26 years
30 years
30 years
30 years
30 years
30 years
Jul 2015
—
n/a
n/a
May 2016
1,001,000
1,222
30 years
Virginia
15,968,000
—
6,936,000
—
22,904,000
22,904,000
—
n/a
May 2016
—
n/a
n/a
$ 177,130,000
$ 473,916,000
$ 352,184,000
$ 148,566,000
$ 854,664,000
$ 1,003,230,000
$ 217,137,000
3,594,000
4,268
1901 Pennsylvania Avenue
Washington, DC
$
892,000
$
3,481,000
$
20,702,000
$
892,000
$
24,183,000
$
25,075,000
$
17,895,000
515 King Street
1220 19th Street
1600 Wilson Boulevard
Silverline Center
Courthouse Square
1776 G Street
Monument II
2000 M Street
925 Corporate Drive
1000 Corporate Drive
Virginia
Washington, DC
Virginia
Virginia
Virginia
4,102,000
7,803,000
6,661,000
3,931,000
8,663,000
11,366,000
15,878,000
16,742,000
30,017,000
4,102,000
7,803,000
6,661,000
12,594,000
16,696,000
6,714,000
27,244,000
46,759,000
35,047,000
17,343,000
53,420,000
27,579,000
12,049,000
71,825,000
101,406,000
12,049,000
173,231,000
185,280,000
95,527,000
—
17,096,000
10,000,000
—
27,096,000
27,096,000
16,505,000
Washington, DC
31,500,000
54,327,000
9,765,000
31,500,000
64,092,000
95,592,000
34,375,000
Virginia
10,244,000
65,205,000
10,745,000
10,244,000
75,950,000
86,194,000
32,037,000
Washington, DC
—
61,101,000
23,929,000
—
85,030,000
85,030,000
34,798,000
1140 Connecticut Avenue
Washington, DC
25,226,000
50,495,000
17,842,000
25,226,000
Virginia
Virginia
4,518,000
4,897,000
24,801,000
25,376,000
1,960,000
4,518,000
(123,000)
4,898,000
26,761,000
25,252,000
68,337,000
31,279,000
10,852,000
30,150,000
9,953,000
93,563,000
21,610,000
1227 25th Street
John Marshall II
Fairgate at Ballston
Army Navy Building
1775 Eye Street, NW
Watergate 600
Arlington Tower
Washington, DC
17,505,000
21,319,000
9,465,000
17,505,000
30,784,000
48,289,000
9,924,000
Virginia
Virginia
13,490,000
17,750,000
53,024,000
29,885,000
9,522,000
13,490,000
6,630,000
17,750,000
62,546,000
36,515,000
76,036,000
16,479,000
54,265,000
10,841,000
Washington, DC
30,796,000
39,315,000
12,935,000
30,796,000
52,250,000
83,046,000
10,195,000
Washington, DC
48,086,000
51,074,000
14,384,000
48,086,000
65,458,000
113,544,000
13,880,000
Washington, DC
45,981,000
78,325,000
18,830,000
45,981,000
97,155,000
143,136,000
8,826,000
Virginia
$ 63,970,000
$ 156,525,000
$
5,231,000
$ 63,970,000
$ 161,756,000
$ 225,726,000
$
6,939,000
1960
1966
1976
1973
1972
1979
1979
2000
1971
2007
2009
1966
1988
1996
1988
1912
1964
1972
1980
May 1977
Jul 1992
Nov 1995
Oct 1997
Nov 1997
Oct 2000
Aug 2003
Mar 2007
Dec 2007
Jun 2010
Jun 2010
Jan 2011
Mar 2011
Sep 2011
Jun 2012
Mar 2014
May 2014
Apr 2017
Jan 2018
101,000
74,000
102,000
170,000
547,000
119,000
262,000
209,000
232,000
135,000
137,000
183,000
134,000
223,000
144,000
108,000
186,000
278,000
391,000
28 years
50 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
$ 345,470,000
$ 835,213,000
$ 327,781,000
$ 345,471,000
$ 1,162,993,000
$ 1,508,464,000
$ 402,272,000
3,735,000
96
Initial Cost (b)
Location
Land
Buildings
and
Improvements
Net
Improvements
(Retirement)
since
Acquisition
Gross Amounts at Which Carried at
December 31, 2018
Buildings
and
Improvements
Land
Total (c)
Accumulated
Depreciation
at
December 31,
2018
Year of
Construction
Date of
Acquisition
Net
Rentable
Square
Feet
Units
Depreciation
Life (d)
Properties
Retail Centers
Takoma Park
Westminster
Concord Centre
Wheaton Park
Bradlee Shopping Center
Shoppes of Foxchase
Frederick County Square
800 S. Washington Street
Centre at Hagerstown
Frederick Crossing
Chevy Chase Metro Plaza
Washington, DC
Maryland
$
415,000
$
1,084,000
$
261,000
$
366,000
$
1,394,000
$
1,760,000
$
1,201,000
Maryland
Virginia
Maryland
Virginia
Virginia
Maryland
Virginia
519,000
413,000
796,000
4,152,000
1,549,000
5,838,000
6,561,000
2,904,000
1,775,000
850,000
857,000
5,383,000
4,304,000
2,979,000
6,830,000
5,489,000
9,900,000
6,185,000
4,877,000
14,746,000
8,340,000
14,953,000
5,422,000
6,144,000
519,000
413,000
796,000
4,152,000
1,549,000
5,838,000
6,561,000
2,904,000
11,675,000
12,194,000
7,035,000
5,734,000
7,448,000
6,530,000
8,282,000
3,826,000
4,279,000
20,129,000
24,281,000
13,582,000
12,644,000
14,193,000
17,932,000
12,252,000
23,770,000
18,813,000
11,633,000
14,537,000
7,821,000
8,537,000
8,770,000
5,826,000
Maryland
13,029,000
25,415,000
2,166,000
13,029,000
27,581,000
40,610,000
15,294,000
Maryland
12,759,000
35,477,000
1,660,000
12,759,000
37,137,000
49,896,000
18,011,000
Randolph Shopping Center
Maryland
4,928,000
13,025,000
1,200,000
4,928,000
14,225,000
19,153,000
6,329,000
Montrose Shopping Center
Maryland
11,612,000
22,410,000
2,455,000
11,020,000
25,457,000
36,477,000
10,997,000
Gateway Overlook
Maryland
28,816,000
52,249,000
2,417,000
29,110,000
54,372,000
83,482,000
21,460,000
Olney Village Center (a)
Maryland
15,842,000
39,133,000
2,306,000
15,842,000
41,439,000
57,281,000
11,320,000
Spring Valley Village (f)
Washington, DC
10,836,000
32,238,000
8,623,000
10,836,000
40,861,000
51,697,000
5,591,000
1962
1969
1960
1967
1955
1975
1960
1973
1955
2000
1999
1972
1970
2007
1979
1941
Jul 1963
Sep 1972
Dec 1973
Sep 1977
Dec 1984
Sep 1985
Jun 1994
Aug 1995
Jun 1998
Jun 2002
Mar 2005
May 2006
May 2006
Dec 2010
Aug 2011
Oct 2014
51,000
150,000
75,000
74,000
171,000
49,000
134,000
227,000
46,000
333,000
295,000
82,000
147,000
220,000
199,000
85,000
50 years
37 years
33 years
50 years
40 years
50 years
50 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
30 years
$ 120,969,000
$ 249,498,000
$
91,655,000
$ 120,622,000
$ 341,500,000
$ 462,122,000
$ 151,126,000
2,338,000
Total
$ 643,569,000
$ 1,558,627,000
$ 771,620,000
$ 614,659,000
$ 2,359,157,000
$ 2,973,816,000
$ 770,535,000
9,667,000
4,268
a) At December 31, 2018, our properties were encumbered by non-recourse mortgage amounts as follows: $11.2 million on Olney Village Center and $46.2 million on Yale West. Mortgage amounts exclude premiums and debt loan
costs.
b) The purchase cost of real estate investments has been divided between land and buildings and improvements on the basis of management’s determination of the fair values.
c) At December 31, 2018, total land, buildings and improvements are carried at $2,066.6 million for federal income tax purposes.
d) The useful life shown is for the main structure. Buildings and improvements are depreciated over various useful lives ranging from 3 to 50 years.
e) As of December 31, 2018, Washington REIT had under development multifamily properties, the Wellington land parcel (Trove) and Riverside Apartments land parcel. The value not yet placed into service at December 31, 2018
was $60.3 million and $22.9 million, respectively.
f) As of December 31, 2018, Washington REIT had investments in various development, redevelopment and renovation projects, including Spring Valley Village and The Ashby at McLean. The total value of these projects, which has
not yet been placed in service, is $4.0 million at December 31, 2018.
97
WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
SUMMARY OF REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
(IN THOUSANDS)
The following is a reconciliation of real estate assets and accumulated depreciation for the three years ended December 31, 2018
(in thousands):
Real estate assets
Balance, beginning of period
Additions:
Property acquisitions (1)
Improvements (1)
Deductions:
Impairment write-down
Write-off of disposed assets
Property sales
Balance, end of period
Accumulated depreciation
Balance, beginning of period
Additions:
Depreciation
Deductions:
Impairment write-down
Write-off of disposed assets
Property sales
Balance, end of period
(1) Includes non-cash accruals for capital items.
Year Ended December 31,
2018
2017
2016
$
2,831,683
$
2,725,635
$
2,673,891
220,495
103,404
(2,177)
(2,132)
(177,457)
2,973,816
690,417
98,141
(291)
(1,859)
(15,873)
770,535
$
$
$
124,306
84,560
(81,982)
(2,655)
(18,181)
2,831,683
657,425
94,558
(48,830)
(1,708)
(11,028)
690,417
$
$
$
240,499
66,840
—
(1,272)
(254,323)
2,725,635
692,608
88,347
—
(486)
(123,044)
657,425
$
$
$
98
I, Paul T. McDermott, certify that:
CERTIFICATION
Exhibit 31.1
1.
I have reviewed this annual report on Form 10-K 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: February 19, 2019
/s/ Paul T. McDermott
Paul T. McDermott
Chief Executive Officer
I, Stephen E. Riffee, certify that:
CERTIFICATION
Exhibit 31.2
1.
I have reviewed this annual report on Form 10-K 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: February 19, 2019
/s/ Stephen E. Riffee
Stephen E. Riffee
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION
Exhibit 31.3
I, W. Drew Hammond, certify that:
1.
I have reviewed this annual report on Form 10-K 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: February 19, 2019
/s/ W. Drew Hammond
W. Drew Hammond
Chief Accounting Officer
(Principal Accounting Officer)
WRITTEN STATEMENT OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
The undersigned, the President and Chief Executive Officer, Chief Financial Officer, and the Vice President - Chief
Accounting Officer and Controller of Washington Real Estate Investment Trust (“Washington REIT”), each hereby certifies on
the date hereof, that:
(a) the Annual Report on Form 10-K for the year ended December 31, 2018 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.
Dated: February 19, 2019
/s/ Paul T. McDermott
Paul T. McDermott
Chief Executive Officer
Dated: February 19, 2019
/s/ Stephen E. Riffee
Stephen E. Riffee
Chief Financial Officer
(Principal Financial Officer)
Dated: February 19, 2019
/s/ W. Drew Hammond
W. Drew Hammond
Chief Accounting Officer
(Principal Accounting Officer)
Executive Officers
Paul T. McDermott
President & Chief Executive Officer
Stephen E. Riffee
Executive Vice President
and Chief Financial Officer
Taryn D. Fielder
Senior Vice President,
General Counsel and Corporate Secretary
Trustees
Paul T. McDermott
Chairman of the Board &
Chief Executive Officer
Benjamin S. Butcher
Chief Executive Officer,
President & Chairman of the Board,
STAG Industrial, Inc.
William G. Byrnes
Retired Managing Director,
Alex Brown & Sons
Edward S. Civera
Retired Chairman of the Board,
Catalyst Health Solutions, Inc.
Ellen M. Goitia
Retired Partner,
KPMG LLP
Charles T. Nason
Retired Chairman of the Board
& Chief Executive Officer,
The Acacia Group
Thomas H. Nolan, Jr.
Former Chairman of the Board
& Chief Executive Officer,
Spirit Realty Capital Inc.
Vice Admiral Anthony L. Winns (USN, Ret.)
President, Latin America-Africa Region,
Lockheed Martin Corporation
Corporate Information
Corporate Headquarters
WashREIT
1775 Eye Street, NW, Suite 1000
Washington, DC 20006
202.774.3200
800.565.9748
www.washreit.com
Counsel
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
Independent Registered
Public Accounting Firm
Ernst & Young LLP
1775 Tysons Blvd
Tysons, Virginia 22102
Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 30170
College Station, Texas 77845-3170
Annual Meeting
WashREIT will hold its annual meeting on
May 30, 2019, at 8:30 a.m. at its corporate office:
1775 Eye Street, NW, Suite 1000, Washington, DC 20006
WashREIT Direct
WashREIT’s dividend reinvestment plan permits
cash investment of up to the amount specified in the
plan, plus dividend, and is IRA eligible.
Stock Information
WashREIT is traded on the New York Stock Exchange.
The trading symbol is WRE.
Member
National Association of Real Estate Investment Trusts®
1875 Eye Street, NW, Suite 600
Washington, DC 20006-5413
Annual CEO Certification
WashREIT submitted the CEO Certification
required by the NYSE under Section 303A.
12(a) without qualifications.
1775 Eye Street, NW, Suite 1000, Washington, DC 20006
www.washreit.com