Normalized FFO Per Share for the Fourth Quarter Increases 5% Year
over Year to $0.61
New and Renewal Leases Entered During the Fourth Quarter for
204,833 Square Feet
Occupancy Increases 100 bps Sequentially Compared to the Previous
Quarter
NEWTON, Mass.--(BUSINESS WIRE)--
Government Properties Income Trust (NYSE: GOV) today announced its
financial results for the quarter and year ended December 31, 2015.
David Blackman, President and Chief Operating Officer of GOV, made the
following statement:
“Government Properties Income Trust had an active fourth quarter of
2015. We executed leases for almost 205,000 square feet, with
approximately 93% of this leasing activity with government tenants. Our
leasing included approximately 110,000 square feet of positive
absorption that increased occupancy by 100 bps from the third quarter of
2015. As of the quarter end, over 93% of our rents came from
government tenants.”
Results for the Quarter Ended December 31, 2015:
Normalized funds from operations, or Normalized FFO, for the quarter
ended December 31, 2015 were $43.6 million, or $0.61 per diluted share,
compared to Normalized FFO for the quarter ended December 31, 2014 of
$40.7 million, or $0.58 per diluted share. The increase in Normalized
FFO per share for the quarter ended December 31, 2015 was primarily the
result of an increase in Normalized FFO attributable to GOV’s investment
in Select Income REIT (NYSE: SIR).
Net loss determined in accordance with U.S. generally accepted
accounting principles, or GAAP, was $2.3 million, or $0.03 per diluted
share, for the quarter ended December 31, 2015, compared to net income
of $14.1 million, or $0.20 per diluted share, for the quarter ended
December 31, 2014. The net loss for the quarter ended December 31, 2015
included non-cash loss on the distribution of shares of class A common
stock of The RMR Group Inc. (NASDAQ: RMR) common stock to GOV’s
shareholders totaling $12.4 million, or $0.17 per diluted share. The
weighted average number of diluted common shares outstanding was 71.0
million for the quarter ended December 31, 2015, and 70.3 million for
the quarter ended December 31, 2014.
Reconciliations of net income (loss) determined in accordance with GAAP,
to funds from operations, or FFO, and Normalized FFO for the quarters
ended December 31, 2015 and 2014 appear later in this press release.
Results for the Year Ended December 31, 2015:
Normalized FFO for the year ended December 31, 2015 were $168.7 million,
or $2.39 per diluted share, compared to Normalized FFO for the year
ended December 31, 2014 of $140.8 million, or $2.29 per diluted share.
The increase in Normalized FFO per share for the year ended December 31,
2015 was primarily the result of an increase in Normalized FFO
attributable to GOV’s investment in SIR.
Net loss determined in accordance with GAAP was $210.0 million, or $2.97
per diluted share, for the year ended December 31, 2015, compared to net
income of $56.5 million, or $0.92 per diluted share, for the year ended
December 31, 2014. The net loss for the year ended December 31, 2015
included a non-cash loss on impairment of GOV’s investment in SIR of
$203.3 million, or $2.88 per diluted share, a non-cash loss relating to
the issuance of shares by SIR of $42.1 million, or $0.60 per diluted
share, and a non-cash loss on the distribution of RMR common stock of
$12.4 million, or $0.18 per diluted share. The weighted average number
of diluted common shares outstanding was 70.7 million for the year ended
December 31, 2015, and 61.4 million for the year ended December 31, 2014.
Reconciliations of net income (loss) determined in accordance with GAAP
to FFO and Normalized FFO for the years ended December 31, 2015 and 2014
appear later in this press release.
Leasing, Occupancy and Same Property Results:
During the quarter ended December 31, 2015, GOV entered into new and
renewal leases for 204,833 rentable square feet at weighted (by rentable
square feet) average rental rates that were 13.1% below prior rents for
the same space. The weighted average (by rentable square feet) lease
term for leases entered into during the quarter ended December 31, 2015
was 6.4 years. Leasing capital commitments for new and renewal leases
entered into during the quarter ended December 31, 2015 were $11.3
million, or $8.65 per square foot, per lease year.
As of December 31, 2015, 94.5% of GOV’s rentable square feet at
properties classified as continuing operations was leased. This compares
with 93.5% as of September 30, 2015 and 94.9% as of December 31, 2014.
Occupancy for properties owned continuously since October 1, 2014,
excluding properties classified as discontinued operations, or same
properties, was 94.5% as of December 31, 2015, which compares with 94.7%
as of December 31, 2014. Same properties cash basis net operating
income, or Cash Basis NOI, decreased 6.2% for the quarter ended December
31, 2015 compared to the same period in 2014.
Reconciliations of net income (loss) determined in accordance with GAAP
to NOI and to Cash Basis NOI for the quarters ended December 31, 2015
and 2014 appear later in this press release.
Recent Acquisition Activities:
In January 2016, GOV acquired an office property (one building) located
in Sacramento, CA with 338,796 rentable square feet for a purchase price
of $79.8 million, excluding acquisition related costs. The property is
majority leased to the State of California for a remaining lease term of
7.0 years as of the date of acquisition.
Financing Activities:
In January 2016, GOV gave notice to repay at par, an $83.0 million
mortgage note requiring interest at 5.55% which is secured by one office
property (two buildings) located in Reston, VA. GOV expects to repay
this mortgage note in March 2016. This mortgage note is scheduled to
mature in April 2016.
In February 2016, GOV repaid at par, a $23.5 million mortgage note
requiring interest at 6.21% which was secured by an office property (one
building) located in Landover, MD. This mortgage note was scheduled to
mature in August 2016.
Distribution of RMR Common Stock:
On December 14, 2015, GOV distributed to common shareholders 0.0108
shares of RMR common stock for each common share of GOV held as of the
close of business on November 27, 2015. In connection with this
distribution, GOV recognized a non-cash loss of $12.4 million because
the closing price of RMR common stock was lower than GOV’s carrying
amount per share on the day RMR common stock was distributed to GOV’s
shareholders. Since the distribution date, the trading price of RMR
common stock has increased. If the trading price of RMR common stock on
the distribution date had been at the current increased price per share,
GOV would have recognized a lesser non-cash loss on the distribution.
Conference Call:
On Thursday, February 18, 2016, at 11:00 a.m. Eastern Time, President
and Chief Operating Officer, David Blackman, and Chief Financial Officer
and Treasurer, Mark Kleifges, will host a conference call to discuss
GOV’s fourth quarter and full year 2015 results.
The conference call telephone number is (877) 328-1172. Participants
calling from outside the United States and Canada should dial (412)
317-5418. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available through 11:59 p.m. Eastern Time on Thursday, February 25,
2016. To hear the replay, dial (412) 317-0088. The replay pass code is
10079036. A live audio webcast of the conference call will also be
available in a listen only mode on GOV’s website, at www.govreit.com.
Participants wanting to access the webcast should visit GOV’s website
about five minutes before the call. The archived webcast will be
available for replay on GOV’s website following the call for about one
week. The transcription, recording and retransmission in any way of
GOV’s fourth quarter conference call are strictly prohibited without the
prior written consent of GOV.
Supplemental Data:
A copy of GOV’s Fourth Quarter 2015 Supplemental Operating and Financial
Data is available for download at GOV’s website, www.govreit.com. GOV’s
website is not incorporated as part of this press release.
GOV is a real estate investment trust, or REIT, which primarily owns
properties located throughout the United States that are majority leased
to the U.S. Government and other government tenants. GOV is managed by
the operating subsidiary of The RMR Group Inc. (NASDAQ: RMR), an
alternative asset management company that is headquartered in Newton,
Massachusetts.
Please see the pages attached to this news release for a more detailed
statement of GOV’s operating results and financial condition and for an
explanation of GOV’s calculation of FFO, Normalized FFO, NOI and Cash
Basis NOI.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER GOV USES
WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”,
“ESTIMATE”, OR SIMILAR EXPRESSIONS, GOV IS MAKING FORWARD LOOKING
STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON GOV’S
PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS
ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY GOV’S FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
-
MR. BLACKMAN, GOV’S PRESIDENT AND CHIEF OPERATING OFFICER, HAS MADE
STATEMENTS IN THIS PRESS RELEASE REGARDING GOV’S QUARTERLY LEASING
ACTIVITY, INCLUDING LEASE EXECUTIONS, LEASE SPACE ABSORPTION,
OCCUPANCY AND TYPE OF TENANTS. THERE CAN BE NO ASSURANCE THAT THE
POSITIVE LEASING ACTIVITY MR. BLACKMAN REFERENCES WILL CONTINUE OR
THAT IT WILL NOT DECLINE IN FUTURE PERIODS.
-
GOV EXPECTS TO REPAY AN $83.0 MILLION MORTGAGE NOTE SCHEDULED TO
MATURE IN APRIL 2016 USING CASH ON HAND AND BORROWINGS UNDER ITS
UNSECURED REVOLVING CREDIT FACILITY IN MARCH 2016. IF UNFORESEEN
CIRCUMSTANCES OCCUR, THE EXPECTED REPAYMENT OF THIS MORTGAGE MAY BE
DELAYED OR MAY NOT OCCUR.
-
THIS PRESS RELEASE STATES THAT THE TRADING PRICE OF RMR COMMON STOCK
HAS INCREASED SINCE THE DISTRIBUTION OF RMR COMMON STOCK TO GOV’S
SHAREHOLDERS. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THE TRADING
PRICE OF RMR COMMON STOCK WILL CONTINUE TO INCREASE OR WILL NOT
DECLINE. THE MARKET VALUE OF RMR COMMON STOCK DEPENDS UPON VARIOUS
FACTORS, INCLUDING SOME THAT ARE BEYOND GOV’S CONTROL, SUCH AS MARKET
CONDITIONS. THERE CAN BE NO ASSURANCE REGARDING THE PRICE AT WHICH RMR
COMMON STOCK WILL TRADE.
THE INFORMATION CONTAINED IN GOV’S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER “RISK FACTORS” IN GOV’S
PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT
FACTORS THAT COULD CAUSE GOV’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN OR IMPLIED BY GOV’S FORWARD LOOKING STATEMENTS. GOV’S FILINGS
WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, GOV DOES NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
|
Government Properties Income Trust
Consolidated Statements of Income
(amounts in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
$
|
61,685
|
|
|
|
$
|
64,625
|
|
|
|
|
$
|
248,549
|
|
|
|
$
|
251,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
|
|
7,087
|
|
|
|
|
7,384
|
|
|
|
|
|
29,906
|
|
|
|
|
28,389
|
|
Utility expenses
|
|
|
|
|
4,128
|
|
|
|
|
4,297
|
|
|
|
|
|
17,916
|
|
|
|
|
19,369
|
|
Other operating expenses
|
|
|
|
|
13,766
|
|
|
|
|
12,396
|
|
|
|
|
|
50,425
|
|
|
|
|
45,982
|
|
Depreciation and amortization
|
|
|
|
|
17,021
|
|
|
|
|
17,339
|
|
|
|
|
|
68,696
|
|
|
|
|
66,593
|
|
Loss on impairment of real estate
|
|
|
|
|
—
|
|
|
|
|
400
|
|
|
|
|
|
—
|
|
|
|
|
2,016
|
|
Acquisition related costs
|
|
|
|
|
352
|
|
|
|
|
54
|
|
|
|
|
|
811
|
|
|
|
|
1,344
|
|
General and administrative
|
|
|
|
|
3,395
|
|
|
|
|
4,272
|
|
|
|
|
|
14,826
|
|
|
|
|
15,809
|
|
Total expenses
|
|
|
|
|
45,749
|
|
|
|
|
46,142
|
|
|
|
|
|
182,580
|
|
|
|
|
179,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
15,936
|
|
|
|
|
18,483
|
|
|
|
|
|
65,969
|
|
|
|
|
71,529
|
|
Dividend income
|
|
|
|
|
811
|
|
|
|
|
—
|
|
|
|
|
|
811
|
|
|
|
|
—
|
|
Interest income
|
|
|
|
|
—
|
|
|
|
|
1
|
|
|
|
|
|
14
|
|
|
|
|
69
|
|
Interest expense (including net amortization of debt premiums and
discounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and deferred financing fees of $355, $384, $1,376, and $1,310,
respectively)
|
|
|
|
|
(9,114
|
)
|
|
|
|
(9,518
|
)
|
|
|
|
|
(37,008
|
)
|
|
|
|
(28,048
|
)
|
Gain (loss) on early extinguishment of debt
|
|
|
|
|
—
|
|
|
|
|
(766
|
)
|
|
|
|
|
34
|
|
|
|
|
(1,307
|
)
|
Loss on distribution to common shareholders of RMR common stock
|
|
|
|
|
(12,368
|
)
|
|
|
|
—
|
|
|
|
|
|
(12,368
|
)
|
|
|
|
—
|
|
Loss on issuance of shares by Select Income REIT
|
|
|
|
|
—
|
|
|
|
|
(14
|
)
|
|
|
|
|
(42,145
|
)
|
|
|
|
(53
|
)
|
Loss on impairment of Select Income REIT investment
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
(203,297
|
)
|
|
|
|
—
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and equity in earnings of investees
|
|
|
|
|
(4,735
|
)
|
|
|
|
8,186
|
|
|
|
|
|
(227,990
|
)
|
|
|
|
42,190
|
|
Income tax (expense) benefit
|
|
|
|
|
(37
|
)
|
|
|
|
13
|
|
|
|
|
|
(86
|
)
|
|
|
|
(117
|
)
|
Equity in earnings of investees
|
|
|
|
|
2,568
|
|
|
|
|
6,032
|
|
|
|
|
|
18,640
|
|
|
|
|
10,963
|
|
Income (loss) from continuing operations
|
|
|
|
|
(2,204
|
)
|
|
|
|
14,231
|
|
|
|
|
|
(209,436
|
)
|
|
|
|
53,036
|
|
Income (loss) from discontinued operations
|
|
|
|
|
(135
|
)
|
|
|
|
(117
|
)
|
|
|
|
|
(525
|
)
|
|
|
|
3,498
|
|
Net income (loss)
|
|
|
|
$
|
(2,339
|
)
|
|
|
$
|
14,114
|
|
|
|
|
$
|
(209,961
|
)
|
|
|
$
|
56,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (basic)
|
|
|
|
|
71,030
|
|
|
|
|
70,254
|
|
|
|
|
|
70,700
|
|
|
|
|
61,313
|
|
Weighted average common shares outstanding (diluted)
|
|
|
|
|
71,030
|
|
|
|
|
70,343
|
|
|
|
|
|
70,700
|
|
|
|
|
61,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations (basic)
|
|
|
|
$
|
(0.03
|
)
|
|
|
$
|
0.20
|
|
|
|
|
$
|
(2.96
|
)
|
|
|
$
|
0.87
|
|
Income (loss) from continuing operations (diluted)
|
|
|
|
$
|
(0.03
|
)
|
|
|
$
|
0.20
|
|
|
|
|
$
|
(2.96
|
)
|
|
|
$
|
0.86
|
|
Income (loss) from discontinued operations (basic and diluted)
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
$
|
0.06
|
|
Net income (loss) (basic and diluted)
|
|
|
|
$
|
(0.03
|
)
|
|
|
$
|
0.20
|
|
|
|
|
$
|
(2.97
|
)
|
|
|
$
|
0.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government Properties Income Trust
Funds from Operations and Normalized Funds from Operations(1)
(amounts in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
2015
|
|
|
2014
|
Calculation of Funds from Operations (FFO) and Normalized FFO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
|
$
|
(2,339
|
)
|
|
|
$
|
14,114
|
|
|
|
|
$
|
(209,961
|
)
|
|
|
$
|
56,534
|
|
Plus: depreciation and amortization
|
|
|
|
|
|
17,021
|
|
|
|
|
17,339
|
|
|
|
|
|
68,696
|
|
|
|
|
66,593
|
|
Plus: loss on impairment of real estate
|
|
|
|
|
|
—
|
|
|
|
|
400
|
|
|
|
|
|
—
|
|
|
|
|
2,016
|
|
Plus: FFO attributable to SIR investment
|
|
|
|
|
|
12,144
|
|
|
|
|
13,447
|
|
|
|
|
|
56,105
|
|
|
|
|
24,677
|
|
Less: equity in earnings of SIR
|
|
|
|
|
|
(2,618
|
)
|
|
|
|
(6,004
|
)
|
|
|
|
|
(18,620
|
)
|
|
|
|
(10,876
|
)
|
Less: increase in carrying value of asset held for sale
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
(2,344
|
)
|
Less: net gain on sale of properties from discontinued operations
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
(774
|
)
|
FFO
|
|
|
|
|
|
24,208
|
|
|
|
|
39,296
|
|
|
|
|
|
(103,780
|
)
|
|
|
|
135,826
|
|
Plus: acquisition related costs
|
|
|
|
|
|
352
|
|
|
|
|
54
|
|
|
|
|
|
811
|
|
|
|
|
1,344
|
|
Plus: loss on early extinguishment of debt
|
|
|
|
|
|
—
|
|
|
|
|
766
|
|
|
|
|
|
—
|
|
|
|
|
1,307
|
|
Plus: loss on distribution to common shareholders of RMR common stock(2)
|
|
|
|
|
|
12,368
|
|
|
|
|
—
|
|
|
|
|
|
12,368
|
|
|
|
|
—
|
|
Plus: loss on issuance of shares by SIR
|
|
|
|
|
|
—
|
|
|
|
|
14
|
|
|
|
|
|
42,145
|
|
|
|
|
53
|
|
Plus: loss on impairment of SIR investment
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
203,297
|
|
|
|
|
—
|
|
Plus: normalized FFO attributable to SIR investment
|
|
|
|
|
|
18,835
|
|
|
|
|
14,024
|
|
|
|
|
|
70,012
|
|
|
|
|
26,898
|
|
Less: FFO attributable to SIR investment
|
|
|
|
|
|
(12,144
|
)
|
|
|
|
(13,447
|
)
|
|
|
|
|
(56,105
|
)
|
|
|
|
(24,677
|
)
|
Less: gain on early extinguishment of debt
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
(34
|
)
|
|
|
|
—
|
|
Normalized FFO
|
|
|
|
|
$
|
43,619
|
|
|
|
$
|
40,707
|
|
|
|
|
$
|
168,714
|
|
|
|
$
|
140,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (basic)
|
|
|
|
|
|
71,030
|
|
|
|
|
70,254
|
|
|
|
|
|
70,700
|
|
|
|
|
61,313
|
|
Weighted average common shares outstanding (diluted)
|
|
|
|
|
|
71,030
|
|
|
|
|
70,343
|
|
|
|
|
|
70,700
|
|
|
|
|
61,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share (basic)
|
|
|
|
|
$
|
0.34
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(1.47
|
)
|
|
|
$
|
2.22
|
|
FFO per common share (diluted)
|
|
|
|
|
$
|
0.34
|
|
|
|
$
|
0.56
|
|
|
|
|
$
|
(1.47
|
)
|
|
|
$
|
2.21
|
|
Normalized FFO per common share (basic)
|
|
|
|
|
$
|
0.61
|
|
|
|
$
|
0.58
|
|
|
|
|
$
|
2.39
|
|
|
|
$
|
2.30
|
|
Normalized FFO per common share (diluted)
|
|
|
|
|
$
|
0.61
|
|
|
|
$
|
0.58
|
|
|
|
|
$
|
2.39
|
|
|
|
$
|
2.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) GOV calculates FFO and Normalized FFO as shown above. FFO
is calculated on the basis defined by The National Association of Real
Estate Investment Trusts, or NAREIT, which is net income (loss),
calculated in accordance with GAAP, plus real estate depreciation and
amortization and the difference between FFO attributable to an equity
investment and equity in earnings of an equity investee but excluding
impairment charges on real estate assets, carrying value adjustments of
real estate assets held for sale, any gain or loss on sale of
properties, as well as certain other adjustments currently not
applicable to GOV. GOV's calculation of Normalized FFO differs from
NAREIT's definition of FFO because GOV includes the difference between
FFO and Normalized FFO attributable to GOV’s equity investment in SIR,
GOV includes estimated business management incentive fees, if any, only
in the fourth quarter versus the quarter when they are recognized as
expense in accordance with GAAP and GOV excludes acquisition related
costs, gains or losses on early extinguishment of debt, loss on
impairment of SIR investment, losses on issuance of shares by SIR and
loss on distribution to common shareholders of RMR common stock. GOV
considers FFO and Normalized FFO to be appropriate measures of operating
performance for a REIT, along with net income (loss), operating income
and cash flow from operating activities. GOV believes that FFO and
Normalized FFO provide useful information to investors because by
excluding the effects of certain historical amounts, such as
depreciation expense, FFO and Normalized FFO may facilitate a comparison
of GOV's operating performance between periods and with other REITs. FFO
and Normalized FFO are among the factors considered by GOV's Board of
Trustees when determining the amount of distributions to its
shareholders. Other factors include, but are not limited to,
requirements to maintain GOV's qualification for taxation as a REIT,
limitations in GOV’s credit agreement and public debt covenants, the
availability to GOV of debt and equity capital, GOV's expectation of its
future capital requirements and operating performance, GOV’s receipt of
distributions from SIR and GOV’S expected needs and availability of cash
to pay its obligations. FFO and Normalized FFO do not represent cash
generated by operating activities in accordance with GAAP and should not
be considered as alternatives to net income (loss), operating income or
cash flow from operating activities, determined in accordance with GAAP,
or as indicators of GOV's financial performance or liquidity, nor are
these measures necessarily indicative of sufficient cash flow to fund
all of GOV's needs. These measures should be considered in conjunction
with net income (loss), operating income and cash flow from operating
activities as presented in GOV's Consolidated Statements of
Comprehensive Income (Loss) and Consolidated Statements of Cash Flows.
Other REITs and real estate companies may calculate FFO and Normalized
FFO differently than GOV does.
(2) Amounts represent a non-cash loss recorded as a result of
the closing price of RMR common stock being lower than GOV’s carrying
amount per share on the day RMR common stock was distributed to GOV’s
shareholders.
|
Government Properties Income Trust
Calculation and Reconciliation of Property Net Operating Income
(NOI) and Cash Basis NOI(1)
(amounts in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
Calculation of Consolidated NOI and Consolidated Cash Basis NOI(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
$
|
61,685
|
|
|
|
$
|
64,625
|
|
|
|
$
|
248,549
|
|
|
|
$
|
251,031
|
|
Operating expenses
|
|
|
|
|
(24,981
|
)
|
|
|
|
(24,077
|
)
|
|
|
|
(98,247
|
)
|
|
|
|
(93,740
|
)
|
Consolidated property net operating income (NOI)
|
|
|
|
|
36,704
|
|
|
|
|
40,548
|
|
|
|
|
150,302
|
|
|
|
|
157,291
|
|
Non-cash straight line rent adjustments included in rental income (3)
|
|
|
|
|
(1,159
|
)
|
|
|
|
(1,123
|
)
|
|
|
|
(3,978
|
)
|
|
|
|
(4,501
|
)
|
Lease value amortization included in rental income (3)
|
|
|
|
|
293
|
|
|
|
|
238
|
|
|
|
|
1,155
|
|
|
|
|
868
|
|
Non-cash amortization included in other operating expenses (4)
|
|
|
|
|
(121
|
)
|
|
|
|
—
|
|
|
|
|
(246
|
)
|
|
|
|
—
|
|
Consolidated cash basis NOI
|
|
|
|
$
|
35,717
|
|
|
|
$
|
39,663
|
|
|
|
$
|
147,233
|
|
|
|
$
|
153,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Consolidated NOI and Consolidated Cash Basis
NOI to Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated cash basis NOI
|
|
|
|
$
|
35,717
|
|
|
|
$
|
39,663
|
|
|
|
$
|
147,233
|
|
|
|
$
|
153,658
|
|
Non-cash straight line rent adjustments included in rental income (3)
|
|
|
|
|
1,159
|
|
|
|
|
1,123
|
|
|
|
|
3,978
|
|
|
|
|
4,501
|
|
Lease value amortization included in rental income (3)
|
|
|
|
|
(293
|
)
|
|
|
|
(238
|
)
|
|
|
|
(1,155
|
)
|
|
|
|
(868
|
)
|
Non-cash amortization included in other operating expenses (4)
|
|
|
|
|
121
|
|
|
|
|
—
|
|
|
|
|
246
|
|
|
|
|
—
|
|
Consolidated NOI
|
|
|
|
|
36,704
|
|
|
|
|
40,548
|
|
|
|
|
150,302
|
|
|
|
|
157,291
|
|
Depreciation and amortization
|
|
|
|
|
(17,021
|
)
|
|
|
|
(17,339
|
)
|
|
|
|
(68,696
|
)
|
|
|
|
(66,593
|
)
|
Loss on impairment of real estate
|
|
|
|
|
—
|
|
|
|
|
(400
|
)
|
|
|
|
—
|
|
|
|
|
(2,016
|
)
|
Acquisition related costs
|
|
|
|
|
(352
|
)
|
|
|
|
(54
|
)
|
|
|
|
(811
|
)
|
|
|
|
(1,344
|
)
|
General and administrative
|
|
|
|
|
(3,395
|
)
|
|
|
|
(4,272
|
)
|
|
|
|
(14,826
|
)
|
|
|
|
(15,809
|
)
|
Operating income
|
|
|
|
|
15,936
|
|
|
|
|
18,483
|
|
|
|
|
65,969
|
|
|
|
|
71,529
|
|
Dividend income
|
|
|
|
|
811
|
|
|
|
|
—
|
|
|
|
|
811
|
|
|
|
|
—
|
|
Interest and other income
|
|
|
|
|
—
|
|
|
|
|
1
|
|
|
|
|
14
|
|
|
|
|
69
|
|
Interest expense
|
|
|
|
|
(9,114
|
)
|
|
|
|
(9,518
|
)
|
|
|
|
(37,008
|
)
|
|
|
|
(28,048
|
)
|
Gain (loss) on early extinguishment of debt
|
|
|
|
|
—
|
|
|
|
|
(766
|
)
|
|
|
|
34
|
|
|
|
|
(1,307
|
)
|
Loss on issuance of shares by SIR
|
|
|
|
|
—
|
|
|
|
|
(14
|
)
|
|
|
|
(42,145
|
)
|
|
|
|
(53
|
)
|
Loss on distribution to common shareholders of RMR common stock (5)
|
|
|
|
|
(12,368
|
)
|
|
|
|
—
|
|
|
|
|
(12,368
|
)
|
|
|
|
—
|
|
Loss on impairment of SIR investment
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(203,297
|
)
|
|
|
|
—
|
|
Income tax (expense) benefit
|
|
|
|
|
(37
|
)
|
|
|
|
13
|
|
|
|
|
(86
|
)
|
|
|
|
(117
|
)
|
Equity in earnings of investees
|
|
|
|
|
2,568
|
|
|
|
|
6,032
|
|
|
|
|
18,640
|
|
|
|
|
10,963
|
|
Income (loss) from continuing operations
|
|
|
|
|
(2,204
|
)
|
|
|
|
14,231
|
|
|
|
|
(209,436
|
)
|
|
|
|
53,036
|
|
Income (loss) from discontinued operations
|
|
|
|
|
(135
|
)
|
|
|
|
(117
|
)
|
|
|
|
(525
|
)
|
|
|
|
3,498
|
|
Net income (loss)
|
|
|
|
$
|
(2,339
|
)
|
|
|
$
|
14,114
|
|
|
|
$
|
(209,961
|
)
|
|
|
$
|
56,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Consolidated NOI to Same Property NOI (6)
(7):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
$
|
61,685
|
|
|
|
$
|
64,625
|
|
|
|
$
|
248,549
|
|
|
|
$
|
251,031
|
|
Operating expenses
|
|
|
|
|
(24,981
|
)
|
|
|
|
(24,077
|
)
|
|
|
|
(98,247
|
)
|
|
|
|
(93,740
|
)
|
Consolidated property NOI
|
|
|
|
|
36,704
|
|
|
|
|
40,548
|
|
|
|
|
150,302
|
|
|
|
|
157,291
|
|
Less: NOI of properties not included in same property results
|
|
|
|
|
—
|
|
|
|
|
(1,588
|
)
|
|
|
|
(14,451
|
)
|
|
|
|
(14,615
|
)
|
Same property NOI
|
|
|
|
$
|
36,704
|
|
|
|
$
|
38,960
|
|
|
|
$
|
135,851
|
|
|
|
$
|
142,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of Same Property Cash Basis NOI (6) (7):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Property NOI
|
|
|
|
$
|
36,704
|
|
|
|
$
|
38,960
|
|
|
|
$
|
135,851
|
|
|
|
$
|
142,676
|
|
Plus: Lease value amortization included in rental income (3)
|
|
|
|
|
293
|
|
|
|
|
238
|
|
|
|
|
997
|
|
|
|
|
829
|
|
Less: Non-cash straight line rent adjustments included in rental
income (3)
|
|
|
|
|
(1,159
|
)
|
|
|
|
(1,123
|
)
|
|
|
|
(2,558
|
)
|
|
|
|
(3,878
|
)
|
Non-cash amortization included in other operating expenses (4)
|
|
|
|
|
(121
|
)
|
|
|
|
—
|
|
|
|
|
(226
|
)
|
|
|
|
—
|
|
Same property cash basis NOI
|
|
|
|
$
|
35,717
|
|
|
|
$
|
38,075
|
|
|
|
$
|
134,064
|
|
|
|
$
|
139,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) GOV calculates NOI and Cash Basis NOI as shown above. The
calculations of NOI and Cash Basis NOI exclude certain components of net
income (loss) in order to provide results that are more closely related
to GOV’s property level results of operations. GOV defines NOI as income
from its rental of real estate less its property operating expenses. NOI
excludes amortization of capitalized tenant improvement costs and
leasing commissions. GOV defines Cash Basis NOI as NOI excluding
non-cash straight line rent adjustments, lease value amortization, and
non-cash amortization included in other operating expenses. GOV
considers NOI and Cash Basis NOI to be appropriate supplemental measures
to net income (loss) because they may help both investors and management
to understand the operations of GOV’s properties. GOV uses NOI and Cash
Basis NOI to evaluate individual and company wide property level
performance, and GOV believes that NOI and Cash Basis NOI provide useful
information to investors regarding GOV’s results of operations because
they reflect only those income and expense items that are generated and
incurred at the property level and may facilitate comparisons of GOV’s
operating performance between periods and with other REITs. NOI
and Cash Basis NOI do not represent cash generated by operating
activities in accordance with GAAP and should not be considered as
alternatives to net income (loss), operating income or cash flow from
operating activities determined in accordance with GAAP or as indicators
of our financial performance or liquidity, nor are these measures
necessarily indicative of sufficient cash flow to fund all of GOV’s
needs. These measures should be considered in conjunction with net
income (loss), operating income and cash flow from operating activities
as presented in GOV’s Consolidated Statements of Comprehensive Income
(Loss) and Consolidated Statements of Cash Flows. Other REITs and real
estate companies may calculate NOI and Cash Basis NOI differently than
GOV does.
(2) Excludes properties classified as discontinued operations.
(3) GOV reports rental income on a straight line basis over
the terms of the respective leases; as a result, rental income includes
non-cash straight line rent adjustments. Rental income also
includes expense reimbursements, tax escalations, parking revenues,
service income and other fixed and variable charges paid to GOV by its
tenants, as well as the net effect of non-cash amortization of
intangible lease assets and liabilities.
(4) GOV recorded a liability for the amount by which the
estimated fair value for accounting purposes exceeded the price GOV paid
for its investment in RMR common stock in June 2015. A portion of this
liability is being amortized on a straight line basis through December
31, 2035, the then 20 year life of GOV’s property management agreement
with the operating subsidiary of RMR, as a reduction to property
management fees, which are included in other operating expenses.
(5) Amounts represent a non-cash loss recorded as a result of
the closing price of RMR common stock being lower than GOV’s carrying
amount per share on the day RMR common stock was distributed to GOV’s
shareholders.
(6) For the three months ended December 31, 2015, based on
properties GOV owned as of December 31, 2015, and which it owned
continuously since October 1, 2014, excluding properties classified as
discontinued operations.
(7) For the year ended December 31, 2015, based on properties
GOV owned as of December 31, 2015, and which it owned continuously since
January 1, 2015, excluding properties classified as discontinued
operations.
|
Government Properties Income Trust
Consolidated Balance Sheets
(amounts in thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2015
|
|
|
2014
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Real estate properties:
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
$
|
253,058
|
|
|
|
$
|
254,008
|
|
Buildings and improvements
|
|
|
|
|
1,443,074
|
|
|
|
|
1,428,472
|
|
Total real estate properties, gross
|
|
|
|
|
1,696,132
|
|
|
|
|
1,682,480
|
|
Accumulated depreciation
|
|
|
|
|
(255,879
|
)
|
|
|
|
(219,791
|
)
|
Total real estate properties, net
|
|
|
|
|
1,440,253
|
|
|
|
|
1,462,689
|
|
|
|
|
|
|
|
|
|
|
|
Equity investment in Select Income REIT
|
|
|
|
|
491,369
|
|
|
|
|
680,137
|
|
Assets of discontinued operations
|
|
|
|
|
12,468
|
|
|
|
|
13,165
|
|
Assets of property held for sale
|
|
|
|
|
3,098
|
|
|
|
|
32,797
|
|
Acquired real estate leases, net
|
|
|
|
|
118,267
|
|
|
|
|
150,080
|
|
Cash and cash equivalents
|
|
|
|
|
8,785
|
|
|
|
|
13,791
|
|
Restricted cash
|
|
|
|
|
1,022
|
|
|
|
|
2,280
|
|
Rents receivable, net
|
|
|
|
|
45,269
|
|
|
|
|
36,239
|
|
Deferred leasing costs, net
|
|
|
|
|
14,299
|
|
|
|
|
11,450
|
|
Deferred financing costs, net
|
|
|
|
|
9,875
|
|
|
|
|
12,782
|
|
Other assets, net
|
|
|
|
|
29,831
|
|
|
|
|
12,205
|
|
Total assets
|
|
|
|
$
|
2,174,536
|
|
|
|
$
|
2,427,615
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility
|
|
|
|
$
|
117,000
|
|
|
|
$
|
—
|
|
Unsecured term loans
|
|
|
|
|
550,000
|
|
|
|
|
550,000
|
|
Senior unsecured notes, net of discount
|
|
|
|
|
347,981
|
|
|
|
|
347,423
|
|
Mortgage notes payable, including premiums
|
|
|
|
|
136,643
|
|
|
|
|
187,694
|
|
Liabilities of discontinued operations
|
|
|
|
|
54
|
|
|
|
|
150
|
|
Liabilities of property held for sale
|
|
|
|
|
43
|
|
|
|
|
343
|
|
Accounts payable and other liabilities
|
|
|
|
|
50,543
|
|
|
|
|
26,471
|
|
Due to related persons
|
|
|
|
|
2,886
|
|
|
|
|
2,161
|
|
Assumed real estate lease obligations, net
|
|
|
|
|
12,735
|
|
|
|
|
15,924
|
|
Total liabilities
|
|
|
|
|
1,217,885
|
|
|
|
|
1,130,166
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Common shares of beneficial interest, $.01 par value: 100,000,000
shares
|
|
|
|
|
|
|
|
|
|
authorized, 71,126,308 and 70,349,227 shares issued
|
|
|
|
|
|
|
|
|
|
and outstanding, respectively
|
|
|
|
|
711
|
|
|
|
|
703
|
|
Additional paid in capital
|
|
|
|
|
1,472,482
|
|
|
|
|
1,457,631
|
|
Cumulative net income
|
|
|
|
|
38,486
|
|
|
|
|
248,447
|
|
Cumulative other comprehensive income (loss)
|
|
|
|
|
(14,867
|
)
|
|
|
|
37
|
|
Cumulative common distributions
|
|
|
|
|
(540,161
|
)
|
|
|
|
(409,369
|
)
|
Total shareholders’ equity
|
|
|
|
|
956,651
|
|
|
|
|
1,297,449
|
|
Total liabilities and shareholders’ equity
|
|
|
|
$
|
2,174,536
|
|
|
|
$
|
2,427,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160218005473/en/
Source: Government Properties Income Trust