UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM 10-Q
 ___________________________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
COMMISSION FILE NO. 1-6622
 WASHINGTON REAL ESTATE
INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
MARYLAND
 
53-0261100
(State of incorporation)
 
(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
 
Name of exchange on which registered
Shares of Beneficial Interest
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
 ___________________________________________________
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 ninety (90) days.    YES x   NO  o
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    YES  x      NO  o
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  o    NO  x  
As of August 3, 2015, 68,161,817 common shares were outstanding.
 



WASHINGTON REAL ESTATE INVESTMENT TRUST
INDEX
 
 
 
Page
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 

2


PART I
FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS
The information furnished in the accompanying unaudited Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Consolidated Statement of Shareholders' Equity and Consolidated Statements of Cash Flows reflects all adjustments, consisting of normal recurring items, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes for the three years ended December 31, 2014 included in Washington Real Estate Investment Trust’s 2014 Annual Report on Form 10-K.

3


WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

 
 
June 30, 2015
 
December 31, 2014
 
(Unaudited)
 
Assets
 
 
 
Land
$
542,654

 
$
543,546

Income producing property
1,966,612

 
1,927,407

 
2,509,266

 
2,470,953

Accumulated depreciation and amortization
(670,103
)
 
(640,434
)
Net income producing property
1,839,163

 
1,830,519

Properties under development or held for future development
35,314

 
76,235

Total real estate held for investment, net
1,874,477

 
1,906,754

Cash and cash equivalents
22,778

 
15,827

Restricted cash
13,705

 
10,299

Rents and other receivables, net of allowance for doubtful accounts of $2,975 and $3,392, respectively
61,577

 
59,745

Prepaid expenses and other assets
117,657

 
121,082

Total assets
$
2,090,194

 
$
2,113,707

Liabilities
 
 
 
Notes payable
$
597,442

 
$
747,208

Mortgage notes payable
419,755

 
418,525

Lines of credit
185,000

 
50,000

Accounts payable and other liabilities
50,281

 
54,318

Advance rents
13,733

 
12,528

Tenant security deposits
9,053

 
8,899

Total liabilities
1,275,264

 
1,291,478

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: 68,162 and 67,819 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
682

 
678

Additional paid in capital
1,191,594

 
1,184,395

Distributions in excess of net income
(379,577
)
 
(365,518
)
Total shareholders’ equity
812,699

 
819,555

Noncontrolling interests in subsidiaries
2,231

 
2,674

Total equity
814,930

 
822,229

Total liabilities and equity
$
2,090,194

 
$
2,113,707

 

See accompanying notes to the consolidated financial statements.

4


WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
 
 
 
 
 
 
 
Real estate rental revenue
$
74,226

 
$
72,254

 
$
149,082

 
$
140,865

Expenses
 
 
 
 
 
 
 
Real estate expenses
27,229

 
25,528

 
56,437

 
51,870

Depreciation and amortization
25,503

 
24,401

 
50,778

 
47,154

Acquisition costs
992

 
1,933

 
1,008

 
4,978

General and administrative
4,306

 
4,828

 
10,386

 
9,257

Real estate impairment
5,909

 

 
5,909

 

 
63,939

 
56,690

 
124,518

 
113,259

Other operating income
 
 
 
 
 
 
 
Gain on sale of real estate
1,454

 
570

 
31,731

 
570

Real estate operating income
11,741

 
16,134

 
56,295

 
28,176

Other income (expense)
 
 
 
 
 
 
 
Interest expense
(14,700
)
 
(14,985
)
 
(30,048
)
 
(29,515
)
Loss on extinguishment of debt
(119
)
 

 
(119
)
 

Other income
192

 
219

 
384

 
442

 
(14,627
)
 
(14,766
)
 
(29,783
)
 
(29,073
)
(Loss) income from continuing operations
(2,886
)
 
1,368

 
26,512

 
(897
)
Discontinued operations:
 
 
 
 
 
 
 
Income from operations of properties sold or held for sale

 

 

 
546

(Loss) gain on sale of real estate

 
(288
)
 

 
105,985

Net (loss) income
(2,886
)
 
1,080

 
26,512

 
105,634

Less: Net loss attributable to noncontrolling interests in subsidiaries
340

 
7

 
448

 
7

Net (loss) income attributable to the controlling interests
$
(2,546
)
 
$
1,087

 
$
26,960

 
$
105,641

Basic net (loss) income per share:
 
 
 
 
 
 
 
Continuing operations
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
(0.01
)
Discontinued operations

 

 

 
1.59

Net (loss) income per share
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
1.58

Diluted net (loss) income per share:
 
 
 
 
 
 
 
Continuing operations
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
(0.01
)
Discontinued operations

 

 

 
1.59

Net (loss) income per share
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
1.58

Weighted average shares outstanding – basic
68,176

 
66,732

 
68,159

 
66,718

Weighted average shares outstanding – diluted
68,176

 
66,761

 
68,283

 
66,718

Dividends declared per share
$
0.30

 
$
0.30

 
$
0.60

 
$
0.60


See accompanying notes to the consolidated financial statements.

5


WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
 
 
Shares Outstanding
 
Shares of Beneficial Interest at Par Value
 
Additional Paid in Capital
 
Distributions in Excess of Net Income Attributable to the Controlling Interests
 
Total Shareholders’ Equity
 
Noncontrolling Interests in Subsidiaries
 
Total Equity
Balance, December 31, 2014
67,819

 
$
678

 
$
1,184,395

 
$
(365,518
)
 
$
819,555

 
$
2,674

 
$
822,229

Net income attributable to the controlling interests

 

 

 
26,960

 
26,960

 

 
26,960

Net loss attributable to the noncontrolling interests

 

 

 

 

 
(448
)
 
(448
)
Contributions from noncontrolling interests

 

 

 

 

 
5

 
5

Dividends

 

 

 
(41,019
)
 
(41,019
)
 

 
(41,019
)
Equity offerings, net of issuance costs
184

 
2

 
5,119

 

 
5,121

 

 
5,121

Share grants, net of share grant amortization and forfeitures
159

 
2

 
2,080

 

 
2,082

 

 
2,082

Balance, June 30, 2015
68,162

 
$
682

 
$
1,191,594

 
$
(379,577
)
 
$
812,699

 
$
2,231

 
$
814,930


See accompanying notes to the consolidated financial statements.

6


WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
 
 
Six Months Ended June 30,
 
2015
 
2014
Cash flows from operating activities
 
 
 
Net income
$
26,512

 
$
105,634

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
50,778

 
47,154

Provision for losses on accounts receivable
1,126

 
727

Real estate impairment
5,909

 

Gain on sale of real estate
(31,731
)
 
(106,555
)
Amortization of share grants, net
3,073

 
2,505

Amortization of debt premiums, discounts and related financing costs
1,854

 
1,754

Loss on extinguishment of debt
119

 

Changes in operating other assets
(758
)
 
(8,035
)
Changes in operating other liabilities
(2,550
)
 
(4,061
)
Net cash provided by operating activities
54,332

 
39,123

Cash flows from investing activities
 
 
 
Real estate acquisitions, net

 
(154,126
)
Net cash received for sale of real estate
39,059

 
190,864

Capital improvements to real estate
(12,391
)
 
(28,947
)
Development in progress
(13,332
)
 
(13,573
)
Real estate deposits, net
(3,000
)
 
(1,250
)
Cash held in replacement reserve escrows
(2,392
)
 
(95
)
Non-real estate capital improvements
(1,836
)
 
(41
)
Net cash provided by (used in) investing activities
6,108

 
(7,168
)
Cash flows from financing activities
 
 
 
Line of credit borrowings, net
135,000

 

Dividends paid
(41,019
)
 
(40,134
)
Contributions from noncontrolling interests
5

 
5

Distributions to noncontrolling interests

 
(3,454
)
Payment of financing costs
(3,755
)
 
(660
)
Net proceeds from equity offering
5,121

 

Principal payments – mortgage notes payable
(2,266
)
 
(1,794
)
Borrowings under construction loan
3,425

 
6,748

Notes payable repayments
(150,000
)
 
(100,000
)
Net cash used in financing activities
(53,489
)
 
(139,289
)
Net increase (decrease) in cash and cash equivalents
6,951

 
(107,334
)
Cash and cash equivalents at beginning of period
15,827

 
130,343

Cash and cash equivalents at end of period
$
22,778

 
$
23,009

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
30,117

 
$
29,835

Decrease (increase) in accrued capital improvements and development costs
383

 
(9,082
)
Mortgage notes payable assumed in connection with the acquisition of real estate

 
100,861


See accompanying notes to the consolidated financial statements.

7


WASHINGTON REAL ESTATE INVESTMENT TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2015
(UNAUDITED)

NOTE 1: NATURE OF BUSINESS

Washington Real Estate Investment Trust (“Washington REIT”), a Maryland real estate investment trust, is a self-administered 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 real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue 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 (which is, generally, our ordinary taxable income, with certain modifications), excluding any net taxable gains and any deductions for dividends to our shareholders on an annual basis. When selling a property, we generally have the option of (a) reinvesting the sales proceeds of the property sold, in a way that allows us to defer recognition of some or all capital 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 the shareholders, paying the tax on the gain deemed distributed and allocating the tax paid as a credit to the 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 federal and state income tax on their taxable income at regular statutory rates, or as calculated under the alternative minimum tax, as appropriate. As of June 30, 2015 and December 31, 2014, our TRSs had no net deferred tax assets and a net deferred tax liability of $0.7 million and $0.6 million, respectively. This deferred tax liability is primarily related to temporary differences in the timing of the recognition of revenue, amortization and depreciation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Significant Accounting Policies

We have prepared our consolidated financial statements using the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2014.

New Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new standard. The new standard is effective for public entities for fiscal years beginning after December 15, 2015 and for interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. We do not expect this ASU to have a material impact on our consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which creates a single source of revenue guidance. The new 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 U.S. generally accepted accounting principles (“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. The new standard is effective for public entities for fiscal years beginning after December 15, 2017 and for interim periods therein. Early adoption is permitted for public entities beginning after December 15, 2016. We are currently evaluating the impact the new standard may have on Washington REIT.


8


Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements include the consolidated accounts of Washington REIT, our majority-owned subsidiaries and entities in which Washington REIT has a controlling interest, including where Washington REIT has 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 unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. In addition, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. These unaudited financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Within these notes to the financial statements, we refer to the three months ended June 30, 2015 and June 30, 2014 as the “2015 Quarter” and the “2014 Quarter,” respectively, and the six months ended June 30, 2015 and June 30, 2014 as the “2015 Period” and the “2014 Period,” respectively.

Use of Estimates in the Financial Statements

The preparation of financial statements in conformity with 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.

NOTE 3: REAL ESTATE

Redevelopment

In the office segment, we had a redevelopment project to renovate Silverline Center, an office property in Tysons, Virginia. As of June 30, 2015, we had invested $35.4 million in the renovation. We completed major construction activities on this project during the 2015 Quarter, and placed into service substantially completed portions of the project totaling $25.3 million. The remaining components of the redevelopment project will be placed into service the earlier of when they are substantially completed and available for occupancy or one year from completion of major construction activities.

Variable Interest Entities

In November 2011, we executed a joint venture operating agreement with a real estate development company to develop a high-rise multifamily property at 1225 First Street in Alexandria, Virginia. Washington REIT and the real estate development company own 95% and 5% of the joint venture, respectively. In the first quarter of 2013, we decided to delay commencement of construction due to market conditions and concerns of oversupply. During the 2015 Quarter, we determined that we would not develop the property and began negotiations to sell our interest in the joint venture. We recognized a $5.9 million impairment charge for the 2015 Quarter in order to reduce the carrying value of the property to its estimated fair value. We based this fair value on the $14.5 million sale price in the purchase and sale agreement to sell our 95% interest in the joint venture that we executed subsequent to the 2015 Quarter. The property did not meet the criteria for classification as held for sale as of June 30, 2015. This fair valuation falls into Level 2 of the fair value hierarchy.
   
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 at 650 North Glebe Road 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 is the 90% owner of the joint venture. The real estate development company owns 10% of the joint venture and was responsible for the development and construction of the property.

We have determined that the 1225 First Street and The Maxwell joint ventures are variable interest entities ("VIE's") primarily based on the fact that the equity investment at risk is not sufficient to permit either entity to finance its activities without additional financial support. As of June 30, 2015, $31.1 million was outstanding on The Maxwell's construction loan. For 1225 First Street, we originally expected that 70% of the total development costs would be financed through debt. We have also determined that

9


Washington REIT is the primary beneficiary of each VIE due to the fact that Washington REIT is providing 90% to 95% of the equity contributions and would oversee management of each property, if built, no later than stabilization.

We included the development costs associated with the joint venture for 1225 First Street on our consolidated balance sheets in properties under development or held for future development, as the property met the criteria for classification as held for sale subsequent to June 30, 2015. As of June 30, 2015 and December 31, 2014, the land and capitalized development costs for 1225 First Street were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
Properties under development or held for future development
$
15,292

 
$
20,807

Cash and cash equivalents
18

 
395


As of June 30, 2015 and December 31, 2014, the liabilities for 1225 First Street were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
Accounts payable and other liabilities
$
11

 
$
38


As of June 30, 2015 and December 31, 2014, The Maxwell's assets were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
Land
$
12,851

 
$
12,851

Income producing property
37,690

 
18,432

Accumulated depreciation and amortization
(1,167
)
 

Properties under development or held for future development

 
17,947

Other assets
513

 
$

 
$
49,887

 
$
49,230


As of June 30, 2015 and December 31, 2014, The Maxwell's liabilities were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
Mortgage notes payable
$
31,115

 
$
27,690

Accounts payable and other liabilities
782

 
2,196

Tenant security deposits
51

 
17

 
$
31,948

 
$
29,903


Sold and Held for Sale Properties and Discontinued Operations

We dispose of assets 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.

During the 2015 Quarter, 15,000 square feet of land at Montrose Shopping Center, a retail property in Rockville, Maryland, was condemned as part of an eminent domain taking action. The taken land was at the periphery of the property and its taking does not impact the property's operations. We received $2.0 million as compensation for the taken land, and recognized a $1.5 million gain on sale of real estate during the 2015 Quarter.

Subsequent to the end of the 2015 Period, we executed a purchase and sale agreement for the sale of Munson Hill Towers, a 279 unit multifamily property in Falls Church, Virginia, for a contract sale price of $57.1 million. We expect to close on the sale before the end of 2015. The property did not meet the criteria for classification as held for sale until after the 2015 Quarter and is included on our consolidated balance sheets as follows:

 

10


 
June 30, 2015
 
December 31, 2014
Land
$
322

 
$
322

Income producing property
19,279

 
19,076

Accumulated depreciation and amortization
(14,508
)
 
(14,111
)
Net income producing property
$
5,093

 
$
5,287


In September 2013, we entered into four separate purchase and sale agreements to effectuate the sale of our entire medical office segment (including land held for development at 4661 Kenmore Avenue) and two office buildings (Woodholme Center and 6565 Arlington Boulevard) for an aggregate purchase price of $500.8 million. The sale was structured as four transactions. Transactions I and II closed in November 2013 and Transactions III and IV closed in January 2014.

The results of the assets in our former medical office segment sold in January 2014 are summarized as follows (amounts in thousands, except per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Real estate rental revenue
$

 
$

 
$

 
$
892

Net income

 

 

 
546

Basic net income per share

 

 

 
0.01

Diluted net income per share

 

 

 
0.01


We sold the following properties in 2015 and 2014:
Property Name
 
Segment
 
Rentable Square Feet
 
Contract
Sales  Price
(in thousands)
 
Gain on Sale
(in thousands)
Country Club Towers (227 units) (1)
 
Multifamily
 
N/A
 
$
37,800

 
$
30,277

 
 
Total 2015
 

 
$
37,800

 
$
30,277

 
 
 
 
 
 
 
 
 
Medical Office Portfolio Transactions III & IV (2)
 
Medical Office
 
427,000
 
$
193,561

 
$
105,985

5740 Columbia Road (1)
 
Retail
 
3,000
 
1,600

 
570

 
 
Total 2014
 
430,000
 
$
195,161

 
$
106,555


(1) 
These properties are classified as continuing operations.
(2) Woodburn Medical Park I and II and Prosperity Medical Center I, II and III, which are classified as discontinued operations.

Income from operations of properties classified as discontinued operations for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Real estate rental revenue
$

 
$

 
$

 
$
892

Real estate expenses

 

 

 
(346
)
Income from operations classified as discontinued operations
$

 
$

 
$

 
$
546


NOTE 4: UNSECURED LINES OF CREDIT PAYABLE

On June 23, 2015, we terminated our $100.0 million unsecured line of credit maturing in June 2015 ("Prior Credit Facility No. 1") and our $400.0 million unsecured line of credit maturing in July 2016 ("Prior Credit Facility No. 2"), and executed a new $600.0 million unsecured credit agreement ("New Credit Facility") that matures in June 2019, unless extended pursuant to one or both of the two six-month extension options. The New Credit Facility has an accordion feature that allows us to increase the facility to $1.0 billion, subject to the extent the lenders agree to provide additional revolving loan commitments or term loans. The New Credit Facility bears interest at a rate of either LIBOR plus a margin ranging from 0.875% to 1.55% or the base rate plus a margin ranging from 0.0% to 0.55% (in each case depending upon Washington REIT’s credit rating). The base rate is the highest of the

11


administrative agent's prime rate, the federal funds rate plus 0.50% and the LIBOR market index rate plus 1.0%. In addition, the New Credit Facility requires the payment of a facility fee ranging from 0.125% to 0.30% (depending on Washington REIT’s credit rating) on the $600.0 million committed capacity, without regard to usage. As of June 30, 2015, the interest rate on the facility is LIBOR plus 1.00% and the facility fee is 0.20%.

The amount of the New Credit Facility unused and available at June 30, 2015 is as follows (in thousands):
Committed capacity
$
600,000

Borrowings outstanding
(185,000
)
Letters of credit issued (1)
(15,474
)
Unused and available
$
399,526


(1) The letter of credit is provided to the lender for John Marshall II relating to tenant improvements.

We executed borrowings and repayments on the unsecured lines of credit during the 2015 Period as follows (in thousands):
 
Prior Credit Facility No. 1
 
Prior Credit 
Facility No. 2
 
New Credit Facility
Balance at December 31, 2014
$
5,000

 
$
45,000

 
$

Borrowings
3,000

 
150,000

 
185,000

Repayments
(8,000
)
 
(195,000
)
 

Balance at June 30, 2015
$

 
$

 
$
185,000


NOTE 5: NOTES PAYABLE

We repaid the remaining $150.0 million of our 5.35% unsecured notes on their maturity date of May 1, 2015 using borrowings on Prior Credit Facility No. 2.

NOTE 6: STOCK BASED COMPENSATION

Washington REIT maintains short-term ("STIP") and long-term ("LTIP") 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 2007 Omnibus Long-Term Incentive Plan which allows for awards in the form of restricted shares, restricted share units, options and other awards up to an aggregate of 2,000,000 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.

Total Compensation Expense

Total compensation expense recognized in the consolidated financial statements for all outstanding share based awards was $1.2 million and $1.4 million for the 2015 and 2014 Quarters, respectively, and $3.1 million and $2.5 million for the 2015 and 2014 Periods, respectively.

Restricted Share Awards

The total fair values of restricted share awards vested was $2.3 million and $0.7 million for the 2015 and 2014 Periods, respectively.

The total unvested restricted share awards at June 30, 2015 was 221,342 shares, which had a weighted average grant date fair value of $27.29 per share. As of June 30, 2015, the total compensation cost related to unvested restricted share awards was $3.0 million, which we expect to recognize over a weighted average period of 22 months.

NOTE 7: 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:

12



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 June 30, 2015 and December 31, 2014 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Program (“SERP”), which primarily consists of investments in mutual funds. We base the valuations related to this asset on the observable market values of the investments that comprise the SERP (Level 2 inputs).

The fair values of these assets at June 30, 2015 and December 31, 2014 were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SERP
$
1,818

 
$

 
$
1,818

 
$

 
$
2,778

 
$

 
$
2,778

 
$


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. 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 June 30, 2015 may differ significantly from the amounts presented.

Following is a summary of significant methodologies used in estimating fair values and a schedule of fair values at June 30, 2015 and December 31, 2014.

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).

Notes Receivable

We acquired a note receivable ("2445 M Street note") in 2008 with the purchase of 2445 M Street. We estimate the fair value of the 2445 M Street note based on a discounted cash flow methodology using market discount rates (Level 3 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. Lines of credit payable consist of bank facilities which we use for various purposes including working capital, acquisition funding or capital improvements. The lines of credit advances 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.


13


As of June 30, 2015 and December 31, 2014, the carrying values and estimated fair values of our financial instruments were as follows (in thousands):
 
June 30, 2015
 
December 31, 2014
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Cash and cash equivalents
$
22,778

 
$
22,778

 
$
15,827

 
$
15,827

Restricted cash
13,705

 
13,705

 
10,299

 
10,299

2445 M Street note
4,781

 
5,321

 
4,404

 
5,113

Mortgage notes payable
419,755

 
431,173

 
418,525

 
433,762

Lines of credit
185,000

 
185,000

 
50,000

 
50,000

Notes payable
597,442

 
625,255

 
747,208

 
782,042


NOTE 8: 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 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 diluted earnings per share calculation includes the dilutive impact of employee stock options (prior to their expiration at December 31, 2014) based on the treasury stock method and our share based awards with performance conditions prior to the grant date and all market condition awards under the contingently issuable method. We had a loss from continuing operations for the 2015 Quarter and 2014 Period and therefore diluted earnings per share is calculated in the same manner as basic earnings per share for these periods.


14


The computations of basic and diluted earnings per share for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands, except per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
(Loss) income from continuing operations
$
(2,886
)
 
$
1,368

 
$
26,512

 
$
(897
)
Net loss attributable to noncontrolling interests
340

 
7

 
448

 
7

Allocation of earnings to unvested restricted share awards
(80
)
 
(17
)
 
(165
)
 
38

Adjusted (loss) income from continuing operations attributable to the controlling interests
(2,626
)
 
1,358

 
26,795

 
(852
)
(Loss) income from discontinued operations, including (loss) gain on sale of real estate, net of taxes

 
(288
)
 

 
106,531

Allocation of earnings to unvested restricted share awards

 

 

 
(332
)
Adjusted (loss) income from discontinuing operations attributable to the controlling interests

 
(288
)
 

 
106,199

Adjusted net (loss) income attributable to the controlling interests
$
(2,626
)
 
$
1,070

 
$
26,795

 
$
105,347

Denominator:
 
 
 
 

 

Weighted average shares outstanding – basic
68,176

 
66,732

 
68,159

 
66,718

Effect of dilutive securities:
 
 
 
 
 
 
 
Employee restricted share awards

 
29

 
124

 

Weighted average shares outstanding – diluted
68,176

 
66,761

 
68,283

 
66,718

Net (loss) income per common share, basic:
 
 
 
 
 
 
 
Continuing operations
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
(0.01
)
Discontinued operations

 

 

 
1.59

 
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
1.58

Net (loss) income per common share, diluted:

 

 

 

Continuing operations
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
(0.01
)
Discontinued operations

 

 

 
1.59

 
$
(0.04
)
 
$
0.02

 
$
0.39

 
$
1.58


NOTE 9: SEGMENT INFORMATION

We have three reportable segments: office, retail and multifamily. Office buildings provide office space for various types of businesses and professions. Retail shopping centers are typically grocery store-anchored neighborhood centers that include other small shop tenants or regional power centers with several junior box tenants. Multifamily properties provide rental housing for individuals and families throughout the Washington metropolitan area.

We evaluate performance based upon 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.


15


The following tables present revenues, net operating income, capital expenditures and total assets for the 2015 and 2014 Quarters and Periods from these segments, and reconciles net operating income of reportable segments to net income attributable to the controlling interests as reported (in thousands):
 
Three Months Ended June 30, 2015
 
Office
 
Retail
 
Multifamily
 
Corporate and Other
 
Consolidated
Real estate rental revenue
$
43,143

 
$
15,740

 
$
15,343

 
$

 
$
74,226

Real estate expenses
16,842

 
3,702

 
6,685

 

 
27,229

Net operating income
$
26,301

 
$
12,038

 
$
8,658

 
$

 
$
46,997

Depreciation and amortization
 
 
 
 
 
 
 
 
(25,503
)
General and administrative
 
 
 
 
 
 
 
 
(4,306
)
Acquisition costs
 
 
 
 
 
 
 
 
(992
)
Interest expense
 
 
 
 
 
 
 
 
(14,700
)
Other income
 
 
 
 
 
 
 
 
192

Gain on sale of real estate
 
 
 
 
 
 
 
 
1,454

Real estate impairment
 
 
 
 
 
 
 
 
(5,909
)
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
(119
)
Net loss
 
 
 
 
 
 
 
 
(2,886
)
Less: Net loss attributable to noncontrolling interests in subsidiaries
 
 
 
 
 
 
 
 
340

Net loss attributable to the controlling interests
 
 
 
 
 
 
 
 
$
(2,546
)
Capital expenditures
$
6,092

 
$
649

 
$
869

 
$
460

 
$
8,070

Total assets
$
1,273,695

 
$
376,178

 
$
393,347

 
$
46,974

 
$
2,090,194

 
Three Months Ended June 30, 2014
 
Office
 
Retail
 
Multifamily
 
Corporate
and Other
 
Consolidated
Real estate rental revenue
$
41,876

 
$
14,759

 
$
15,619

 
$

 
$
72,254

Real estate expenses
15,817

 
3,237

 
6,474

 

 
25,528

Net operating income
$
26,059

 
$
11,522

 
$
9,145

 
$

 
$
46,726

Depreciation and amortization
 
 
 
 
 
 
 
 
(24,401
)
Acquisition costs
 
 
 
 
 
 
 
 
(1,933
)
General and administrative
 
 
 
 
 
 
 
 
(4,828
)
Interest expense
 
 
 
 
 
 
 
 
(14,985
)
Other income
 
 
 
 
 
 
 
 
219

Gain on sale of real estate
 
 
 
 
 
 
 
 
570

Discontinued operations:
 
 
 
 
 
 
 
 
 
Loss on sale of real estate
 
 
 
 
 
 
 
 
(288
)
Net income
 
 
 
 
 
 
 
 
1,080

Less: Net loss attributable to noncontrolling interests in subsidiaries
 
 
 
 
 
 
 
 
7

Net income attributable to the controlling interests
 
 
 
 
 
 
 
 
$
1,087

Capital expenditures
$
14,467

 
$
1,010

 
$
3,101

 
$
24

 
$
18,602

Total assets
$
1,273,404

 
$
337,513

 
$
397,454

 
$
51,778

 
$
2,060,149


16


 
Six Months Ended June 30, 2015
 
Office
 
Retail
 
Multifamily
 
Corporate and Other
 
Consolidated
Real estate rental revenue
$
85,639

 
$
32,070

 
$
31,373

 
$

 
$
149,082

Real estate expenses
33,985

 
8,489

 
13,963

 

 
56,437

Net operating income
$
51,654

 
$
23,581

 
$
17,410

 
$

 
$
92,645

Depreciation and amortization
 
 
 
 
 
 
 
 
(50,778
)
General and administrative
 
 
 
 
 
 
 
 
(10,386
)
Acquisition costs
 
 
 
 
 
 
 
 
(1,008
)
Interest expense
 
 
 
 
 
 
 
 
(30,048
)
Other income
 
 
 
 
 
 
 
 
384

Gain on sale of real estate
 
 
 
 
 
 
 
 
31,731

Real estate impairment
 
 
 
 
 
 
 
 
(5,909
)
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
(119
)
Net income
 
 
 
 
 
 
 
 
26,512

Less: Net loss attributable to noncontrolling interests in subsidiaries
 
 
 
 
 
 
 
 
448

Net income attributable to the controlling interests
 
 
 
 
 
 
 
 
$
26,960

Capital expenditures
$
8,610

 
$
1,499

 
$
2,282

 
$
1,836

 
$
14,227

 
Six Months Ended June 30, 2014
 
Office
 
Retail
 
Multifamily
 
Corporate
and Other
 
Consolidated
Real estate rental revenue
$
80,939

 
$
29,384

 
$
30,542

 
$

 
$
140,865

Real estate expenses
31,512

 
7,468

 
12,890

 

 
51,870

Net operating income
$
49,427

 
$
21,916

 
$
17,652

 
$

 
$
88,995

Depreciation and amortization
 
 
 
 
 
 
 
 
(47,154
)
Acquisition costs
 
 
 
 
 
 
 
 
(4,978
)
General and administrative
 
 
 
 
 
 
 
 
(9,257
)
Interest expense
 
 
 
 
 
 
 
 
(29,515
)
Other income
 
 
 
 
 
 
 
 
442

Gain on sale of real estate
 
 
 
 
 
 
 
 
570

Discontinued operations:
 
 
 
 
 
 
 
 
 
Income from operations of properties sold or held for sale
 
 
 
 
 
 
 
 
546

Gain on sale of real estate
 
 
 
 
 
 
 
 
105,985

Net income
 
 
 
 
 
 
 
 
105,634

Less: Net loss attributable to noncontrolling interests in subsidiaries
 
 
 
 
 
 
 
 
7

Net income attributable to the controlling interests
 
 
 
 
 
 
 
 
$
105,641

Capital expenditures
$
23,170

 
$
1,120

 
$
4,657

 
$
41

 
$
28,988


NOTE 10: SUBSEQUENT EVENT

On July 1, 2015, we closed on the purchase of The Wellington, a multifamily property with three buildings totaling 711 units in Arlington, Virginia, and an adjacent undeveloped land parcel, for $167.0 million. We funded the purchase with borrowings on our New Credit Facility. The initial accounting for the acquisition is incomplete due to the timing of the acquisition relative to the filing date of this report and, therefore, the purchase price accounting and pro forma disclosures are not included.

17


ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 2, 2015.

We refer to the three months ended June 30, 2015 and June 30, 2014 as the “2015 Quarter” and the “2014 Quarter,” respectively, and the six months ended June 30, 2015 and June 30, 2014 as the “2015 Period” and the “2014 Period,” respectively.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements which involve risks and uncertainties. Forward-looking statements include statements in this report preceded by, followed by or that include the words “believe,” “expect,” “intend,” “anticipate,” “potential,” “project,” “will” and other similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for these statements. The following important factors, in addition to those discussed elsewhere in this Form 10-Q, could affect our future results and could cause those results to differ materially from those expressed in the forward-looking statements: (a) the effect of credit and financial market conditions; (b) the availability and cost of capital; (c) fluctuations in interest rates; (d) the economic health of our tenants; (e) the timing and pricing of lease transactions; (f) the economic health of the greater Washington metro region, or other markets we may enter; (g) changes in real estate and zoning laws and increases in property tax rates; (h) the effects of changes in federal government spending; (i) the supply of competing properties; (j) consumer confidence; (k) unemployment rates; (l) consumer tastes and preferences; (m) our future capital requirements; (n) inflation; (o) compliance with applicable laws, including those concerning the environment and access by persons with disabilities; (p) governmental or regulatory actions and initiatives; (q) changes in general economic and business conditions; (r) terrorist attacks or actions; (s) acts of war; (t) weather conditions and natural disasters; (u) failure to qualify as a REIT; (v) the availability of and our ability to attract and retain qualified personnel; and (w) other factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 2, 2015. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events, or otherwise.

General

Introductory Matters

We provide our 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, operating results, investment activity and capital requirements, and summary of our significant transactions to provide context for the remainder of MD&A.
Results of Operations. Discussion of our financial results comparing the 2015 Quarter to the 2014 Quarter and the 2015 Period to the 2014 Period.
Liquidity and Capital Resources. Discussion of our financial condition and analysis of changes in our capital structure and cash flows.
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 real estate rental revenue less real estate expenses excluding depreciation and amortization and general and administrative expenses. NOI is a non-GAAP supplemental measure to net income;
NAREIT Funds From Operations (“NAREIT FFO”), calculated as set forth below under the caption “Funds from Operations.” FFO is a non-GAAP supplemental measure to net income;
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 commercial segments and percentage of apartments leased for our multifamily segment;

18


Rental rates; and
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. A "same-store" property is one that was owned for the entirety of the periods being evaluated and excludes properties under redevelopment or development and properties purchased or sold at any time during the periods being compared. A "non-same-store" property is one that was acquired, under redevelopment or development, or placed into service during either of the periods being evaluated. We define redevelopment properties as those for which we expect to spend significant development and construction costs on existing or acquired buildings pursuant to a formal plan which has a current impact on operating results, occupancy and the ability to lease space with the intended result of a higher economic return on the property. Properties under redevelopment or development are included within the non-same-store properties beginning in the period during which redevelopment or development activities commence. Redevelopment and development properties are included in the same-store pool upon completion of the redevelopment or development, and the earlier of achieving 90% occupancy or two years after completion.

Overview

Business

Our revenues are derived primarily from the ownership and operation of income-producing properties in the greater Washington metro region. As of June 30, 2015, we owned a diversified portfolio of 55 properties, totaling approximately 7.4 million square feet of commercial space and 2,826 multifamily units, and land held for development. These 55 properties consisted of 25 office properties, 17 retail centers and 13 multifamily properties.

Operating Results

Real estate rental revenue, NOI, net income attributable to the controlling interests and NAREIT FFO for the three months ended June 30, 2015 and 2014 were as follows (in thousands): 
 
Three Months Ended June 30,
 
 
 
 
 
2015
 
2014
 
$ Change
 
% Change
Real estate rental revenue
$
74,226

 
$
72,254

 
$
1,972

 
2.7
 %
NOI (1)
$
46,997

 
$
46,726

 
$
271

 
0.6
 %
Net (loss) income attributable to the controlling interests
$
(2,546
)
 
$
1,087

 
$
(3,633
)
 
(334.2
)%
NAREIT FFO (2)
$
22,617

 
$
25,199

 
$
(2,582
)
 
(10.2
)%
 
 
 
 
 
 
 
 
(1) See page 25 of the MD&A for a reconciliation of NOI to net income.
(2) See page 35 of the MD&A for a reconciliation of NAREIT FFO to net income.
 

The increase in real estate rental revenue is primarily due to acquisitions ($1.6 million), higher occupancy at same-store properties ($0.9 million) and the partial lease-up of The Maxwell ($0.4 million), partially offset by the sale of Country Club Towers ($1.0 million) during the first quarter of 2015.

The increase in NOI is primarily due to acquisitions ($1.2 million), partially offset by the sale of Country Club Towers ($0.5 million), lower NOI at the recently-renovated Silverline Center ($0.2 million) and lower NOI from same-store properties ($0.2 million). Same-store occupancy increased to 92.8% from 92.5% one year ago, with increases in the office and multifamily segments partially offset by lower occupancy in the retail segment.

The net loss attributable to the controlling interests and lower NAREIT FFO are primarily attributable to a real estate impairment ($5.9 million) recognized on our suspended development at 1225 First Street (see note 3 to the consolidated financial statements).

Investment Activity

During the 2015 Quarter, we received $2.0 million as compensation for 15,000 square feet of land at Montrose Shopping Center taken in an eminent domain action, recognizing a gain on sale of real estate of $1.5 million. Subsequent to the end of the 2015 Quarter, we closed on the purchase of The Wellington, a multifamily property with three buildings totaling 711 units in Arlington,

19


Virginia, and an adjacent undeveloped land parcel, for $167.0 million. We funded the purchase price with borrowings on our New Credit Facility.

Capital Requirements

We repaid the remaining $150.0 million of our 5.35% unsecured notes on their maturity date of May 1, 2015 using borrowings on Prior Credit Facility No. 2.

On June 23, 2015, we terminated Prior Credit Facility No. 1 and Prior Credit Facility No. 2 and executed the New Credit Facility, a $600.0 million unsecured credit agreement that matures in June 2019, unless extended pursuant to one or both of the two six-month extension options. The New Credit Facility has an accordion feature that allows us to increase the facility to $1.0 billion, subject to the extent the lenders agree to provide additional revolving loan commitments or term loans. The New Credit Facility bears interest at a rate of either LIBOR plus a margin ranging from 0.875% to 1.55% (depending on Washington REIT’s credit rating) or the base rate plus a margin ranging from 0.0% to 0.55% (based upon Washington REIT’s credit rating). The base rate is the highest of the administrative agent's prime rate, the federal funds rate plus 0.50% and the LIBOR market index rate plus 1.0%. In addition, the New Credit Facility requires the payment of a facility fee ranging from 0.125% to 0.30% (depending on Washington REIT’s credit rating) on the $600.0 million committed capacity, without regard to usage. As of June 30, 2015, the interest rate on the facility is LIBOR plus 1.00% and the facility fee is 0.20%. As of August 3, 2015, our New Credit Facility has a borrowing capacity of $244.5 million.

Significant Transactions

Our significant transactions during the 2015 and 2014 Periods are summarized as follows:

2015 Period

The execution of the New Credit Facility, a $600.0 million unsecured credit facility maturing in June 2019 that replaces Prior Credit Facility No. 1 and Prior Credit Facility No. 2, which had a combined borrowing capacity of $500.0 million. The New Credit Facility has the terms set forth above under "Capital Requirements".
The disposition of Country Club Towers, a 277-unit multifamily building in Arlington, Virginia, for a contract sales price of $37.8 million, resulting in a gain on sale of $30.3 million.
The execution of new and renewal leases for 0.3 million square feet of commercial space with an average rental rate increase of 15.2% over expiring leases.

2014 Period

The disposition of the Woodburn Medical Park I and II and Prosperity Medical Center I, II and III medical office buildings with a combined 427,000 square feet, for a contract sales price of $193.6 million, resulting in a gain on sale of $106.0 million. These sales transactions completed the disposition of the medical office segment.
The acquisition of Yale West, a 216-unit multifamily property in Washington, DC, for a contract purchase price of $73.0 million. We assumed a $48.2 million mortgage with this acquisition. We incurred $1.8 million of acquisition costs related to this transaction.
The acquisition of The Army Navy Club Building, a 108,000 square foot office property in Washington, DC, for a contract purchase price of $79.0 million. We assumed a $52.7 million mortgage with this acquisition. We incurred $1.4 million of acquisition costs related to this transaction.
The acquisition of 1775 Eye Street, NW, a 185,000 square foot office property in Washington, DC, for a contract purchase price of $104.5 million. We incurred $1.7 million of acquisition costs with this transaction.
The execution of new and renewal leases for 0.4 million square feet of commercial space with an average rental rate increase of 10.6% over expiring leases.

20


Results of Operations

The discussion that follows is based on our consolidated results of operations for the 2015 and 2014 Quarters and Periods. The ability to compare one period to another may be significantly affected by acquisitions completed and dispositions made during those periods. To provide more insight into our operating results, we divide our discussion into two main sections:

Consolidated Results of Operations: Overview analysis of results on a consolidated basis.
Net Operating Income: Detailed analysis of same-store and non-same-store NOI results by segment.

Consolidated Results of Operations

Real Estate Rental Revenue

Real estate rental revenue for properties classified as continuing operations for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands):
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
Minimum base rent
$
62,844

 
$
61,247

 
$
1,597

 
2.6
 %
 
$
125,271

 
$
118,993

 
$
6,278

 
5.3
 %
Recoveries from tenants
8,190

 
7,575

 
615

 
8.1
 %
 
17,383

 
15,636

 
1,747

 
11.2
 %
Provisions for doubtful accounts
(492
)
 
(418
)
 
(74
)
 
(17.7
)%
 
(891
)
 
(1,135
)
 
244

 
21.5
 %
Lease termination fees
154

 
317

 
(163
)
 
(51.4
)%
 
342

 
797

 
(455
)
 
(57.1
)%
Parking and other tenant charges
3,530

 
3,533

 
(3
)
 
(0.1
)%
 
6,977

 
6,574

 
403

 
6.1
 %
 
$
74,226

 
$
72,254

 
$
1,972

 
2.7
 %
 
$
149,082

 
$
140,865

 
$
8,217

 
5.8
 %

Minimum Base Rent: Minimum base rent increased by $1.6 million in the 2015 Quarter primarily due to acquisitions ($1.5 million) and higher occupancy ($0.9 million) at same-store properties, partially offset by the sale of Country Club Towers ($0.9 million) during the first quarter of 2015.

Minimum base rent increased by $6.3 million in the 2015 Period primarily due to acquisitions ($5.2 million) and higher occupancy ($2.7 million) at same-store properties, partially offset by the sale of Country Club Towers ($0.9 million) during the first quarter of 2015 and higher amortization of capitalized lease incentives ($0.6 million) at same-store properties.

Recoveries from Tenants: Recoveries from tenants increased by $0.6 million in the 2015 Quarter primarily due to acquisitions ($0.3 million) and higher reimbursements for real estate taxes ($0.2 million) at same-store properties.

Recoveries from tenants increased by $1.7 million in the 2015 Period primarily due to acquisitions ($1.4 million) and higher reimbursements for real estate taxes ($0.5 million) at same-store properties, partially offset by lower reimbursements for property operating expenses ($0.2 million) at same-store properties.

Provisions for Doubtful Accounts: Provisions for doubtful accounts increased by $0.1 million in the 2015 Quarter primarily due to higher net provisions in the office segment.

Provisions for doubtful accounts decreased by $0.2 million in the 2015 Period primarily due to lower net provisions in the retail segment ($0.4 million) due to fewer tenants requiring reserves, partially offset by higher net provisions in the office segment ($0.1 million).

Lease Termination Fees: Lease termination fees decreased by $0.2 million in 2015 Quarter primarily due to lower lease termination fees in the office segment.

Lease termination fees decreased by $0.5 million in 2015 Period primarily due to lower lease termination fees in the office segment.

Parking and Other Tenant Charges: Parking and other tenant charges slightly decreased in the 2015 Quarter as lower charges due to the sale of Country Club Towers ($0.1 million) were offset by acquisitions ($0.1 million).


21


Parking and other tenant charges increased by $0.4 million in the 2015 Period primarily due to acquisitions ($0.5 million), partially offset by the sale of Country Club Towers ($0.1 million).

Occupancy by segment for properties classified as continuing operations as of June 30, 2015 and 2014 was as follows:
 
As of June 30,
 
 
 
2015
 
2014
 
Change
Office
87.6
%
 
86.2
%
 
1.4
 %
Retail
92.9
%
 
94.2
%
 
(1.3
)%
Multifamily
91.7
%
 
93.7
%
 
(2.0
)%
Total
90.0
%
 
90.1
%
 
(0.1
)%

Occupancy represents occupied square footage indicated as a percentage of total square footage as of the last day of that period.
A detailed discussion of occupancy by segment can be found in the Net Operating Income section.

Real Estate Expenses

Real estate expenses for the three and six months ended June 30, 2015 and 2014 for properties classified as continuing operations were as follows (in thousands):
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
Property operating expenses
$
18,053

 
$
17,448

 
$
605

 
3.5
%
 
$
37,802

 
$
36,003

 
$
1,799

 
5.0
%
Real estate taxes
9,176

 
8,080

 
1,096

 
13.6
%
 
18,635

 
15,867

 
2,768

 
17.4
%
 
$
27,229

 
$
25,528

 
$
1,701

 
6.7
%
 
$
56,437

 
$
51,870

 
$
4,567

 
8.8
%

Real estate expenses as a percentage of revenue were 36.7% and 35.3% for the 2015 and 2014 Quarters, respectively, and 37.9% and 36.8% for the 2015 and 2014 Periods, respectively.

Property Operating Expenses: Property operating expenses include utilities, repairs and maintenance, property administration and management, operating services, common area maintenance, property insurance, bad debt and other operating expenses.

Property operating expenses increased by $0.6 million in the 2015 Quarter primarily due to higher bad debt expense ($0.5 million) at same-store properties, placing The Maxwell into service ($0.3 million) and acquisitions ($0.2 million), partially offset by the sale of Country Club Towers ($0.3 million).

Property operating expenses increased by $1.8 million in the 2015 Period primarily due to acquisitions ($1.2 million), higher bad debt expense ($0.7 million) at same-store properties and placing The Maxwell into service ($0.5 million), partially offset by the sale of Country Club Towers ($0.4 million).

Real Estate Taxes: Real estate taxes increased by $1.1 million in the 2015 Quarter primarily due to higher assessments ($0.7 million) at same-store properties and acquisitions ($0.3 million).

Real estate taxes increased by $2.8 million in the 2015 Period primarily due to acquisitions ($1.4 million) and higher assessments ($1.1 million) at same-store properties.


22


Other Operating Expenses

Other operating expenses for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands):
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
Depreciation and amortization
$
25,503

 
$
24,401

 
$
1,102

 
4.5
 %
 
$
50,778

 
$
47,154

 
$
3,624

 
7.7
 %
Interest expense
14,700

 
14,985

 
(285
)
 
(1.9
)%
 
30,048

 
29,515

 
533

 
1.8
 %
Acquisition costs
992

 
1,933

 
(941
)
 
(48.7
)%
 
1,008

 
4,978

 
(3,970
)
 
(79.8
)%
Real estate impairment
5,909

 

 
5,909

 
N/A

 
5,909

 

 
5,909

 
N/A

General and administrative
4,306

 
4,828

 
(522
)
 
(10.8
)%
 
10,386

 
9,257

 
1,129

 
12.2
 %
 
$
51,410

 
$
46,147

 
$
5,263

 
11.4
 %
 
$
98,129

 
$
90,904

 
$
7,225

 
7.9
 %

Depreciation and amortization: Depreciation and amortization increased by $1.1 million in the 2015 Quarter primarily due to acquisitions ($1.0 million).

Depreciation and amortization increased by $3.6 million in the 2015 Period primarily due to acquisitions ($1.9 million) and placing The Maxwell ($1.2 million) and a portion of the Silverline Center redevelopment ($0.3 million) into service.
Interest Expense: Interest expense by debt type for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands):
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
Notes payable
$
7,914

 
$
9,302

 
$
(1,388
)
 
(14.9
)%
 
$
17,210

 
$
18,824

 
$
(1,614
)
 
(8.6
)%
Mortgages
5,657

 
5,554

 
103

 
1.9
 %
 
11,281

 
10,368

 
913

 
8.8
 %
Lines of credit
1,249

 
590

 
659

 
111.7
 %
 
2,016

 
1,177

 
839

 
71.3
 %
Capitalized interest
(120
)
 
(461
)
 
341

 
(74.0
)%
 
(459
)
 
(854
)
 
395

 
(46.3
)%
Total
$
14,700

 
$
14,985

 
$
(285
)
 
(1.9
)%
 
$
30,048

 
$
29,515

 
$
533

 
1.8
 %

Interest expense from notes payable decreased in the 2015 Quarter and Period primarily due to the repayment of $150.0 million of 5.35% unsecured notes in May 2015. Interest expense from mortgage notes increased primarily due to the assumption of mortgages with the acquisitions of Yale West and The Army Navy Club Building during the 2014 Period. Interest expense from our unsecured lines of credit increased due to higher borrowing activity during the 2015 Period. Capitalized interest decreased because we placed The Maxwell and a portion of the Silverline Center redevelopment into service.
 
Acquisition Costs: Acquisition costs decreased by $0.9 million in the 2015 Quarter primarily due to closing on the acquisition of 1775 Eye Street during the 2014 Quarter, partially offset by costs associated with the acquisition of The Wellington, which closed after the 2015 Quarter.

Acquisition costs decreased by $4.0 million in the 2015 Period primarily due to closing on the acquisitions of Yale West, The Army Navy Club Building and 1775 Eye Street during the 2014 Period, partially offset by costs associated with the acquisition of The Wellington, which closed after the 2015 Period.

Real estate impairment: In November 2011, we executed a joint venture operating agreement with a real estate development company to develop a high-rise multifamily property at 1225 First Street in Alexandria, Virginia. During the 2015 Quarter, we determined that we would not develop 1225 First Street and began negotiations to sell our 95% interest in the joint venture that owns the property. We recognized a $5.9 million impairment charge for the 2015 Quarter in order to reduce the carrying value of the property to its estimated fair value. We based this fair value on the $14.5 million sale price in the purchase and sale agreement to sell our 95% interest in the joint venture that we executed subsequent to the 2015 Quarter.

General and Administrative Expenses: General and administrative expenses decreased by $0.5 million in the 2015 Quarter, primarily due to lower severance ($0.5 million) and employee share based compensation ($0.4 million), partially offset by higher professional fees ($0.4 million).

23



General and administrative expenses increased by $1.1 million in the 2015 Period, primarily due to higher professional fees ($1.3 million) and trustee compensation expense ($0.5 million), partially offset by lower severance expense ($0.5 million).
Discontinued Operations
Operating results of the properties classified as discontinued operations for the six months ended June 30, 2015 and 2014 were as follows (in thousands):
 
Six Months Ended June 30,
 
Change
 
2015
 
2014
 
$
 
%
Revenues
$

 
$
892

 
$
(892
)
 
(100.0
)%
Property expenses

 
(346
)
 
346

 
(100.0
)%
Total
$

 
$
546

 
$
(546
)
 
(100.0
)%

The decrease in income from discontinued operations in the 2015 Period is due to the completion of the sale of the medical office segment in January 2014 (see note 3 to the consolidated financial statements).

Net Operating Income

NOI is the primary performance measure we use to assess the results of our operations at the property level. 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 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 or income from continuing operations, 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. NOI is calculated as real estate rental revenue less real estate expenses excluding depreciation and amortization, interest expense and general and administrative expenses. A reconciliation of NOI to net income follows.

24


2015 Quarter Compared to 2014 Quarter

The following tables of selected operating data reconcile NOI to net income and provide the basis for our discussion of NOI in the 2015 Quarter compared to the 2014 Quarter (in thousands).
 
Three Months Ended June 30,
 
 
 
 
 
2015
 
2014
 
$ Change
 
% Change
Real Estate Rental Revenue
 
 
 
 
 
 
 
Same-store
$
68,629

 
$
67,682

 
$
947

 
1.4
 %
Non-same-store(1)
5,597

 
4,572

 
1,025

 
22.4
 %
Total real estate rental revenue
$
74,226