Second Quarter Net Income of $0.16 Per Share
Second Quarter Normalized FFO of $0.60 Per Share
Completed 288,428 Square Feet of Leasing in the Second Quarter for
a 13.5% Increase in Rents
Occupancy was 95.0% at Quarter End, Up 80 Basis Points Year Over
Year
Announced Agreement to Acquire First Potomac Realty Trust for
Approximately $1.4 Billion
NEWTON, Mass.--(BUSINESS WIRE)--
Government Properties Income Trust (Nasdaq:GOV) today announced its
financial results for the quarter and six months ended June 30, 2017.
David Blackman, President and Chief Operating Officer of GOV, made the
following statement:
“Government Properties Income Trust achieved solid leasing results
during the second quarter of 2017. We entered into new and renewal
leases for over 288,000 square feet of space for rents that were 13.5%
higher than previous rents for the same space. We also announced our
planned strategic acquisition of First Potomac Realty Trust and began to
implement our long term financing and business repositioning plans
associated with that acquisition by raising $494 million of net proceeds
from the sale of common equity and the issuance of $300 million
aggregate principal amount of senior unsecured notes due 2022.”
Results for the Quarter Ended June 30, 2017:
Net income determined in accordance with U.S. generally accepted
accounting principles, or GAAP, was $11.7 million, or $0.16 per diluted
share, for the quarter ended June 30, 2017, compared to net income of
$16.8 million, or $0.24 per diluted share, for the quarter ended
June 30, 2016. The weighted average number of diluted common shares
outstanding was 71.1 million for both the quarter ended June 30, 2017
and 2016.
Normalized funds from operations, or Normalized FFO, for the quarter
ended June 30, 2017 were $42.4 million, or $0.60 per diluted share,
compared to Normalized FFO for the quarter ended June 30, 2016 of $43.4
million, or $0.61 per diluted share.
Reconciliations of net income determined in accordance with GAAP to
funds from operations, or FFO, and Normalized FFO for the quarters ended
June 30, 2017 and 2016 appear later in this press release.
Results for the Six Months Ended June 30, 2017:
Net income determined in accordance with GAAP was $19.1 million, or
$0.27 per diluted share, for the six months ended June 30, 2017,
compared to net income of $34.2 million, or $0.48 per diluted share, for
the six months ended June 30, 2016. The weighted average number of
diluted common shares outstanding was 71.1 million for the six months
ended June 30, 2017, and 71.0 million for the six months ended June 30,
2016.
Normalized FFO for the six months ended June 30, 2017 were $82.3
million, or $1.16 per diluted share, compared to Normalized FFO for the
six months ended June 30, 2016 of $87.7 million, or $1.23 per diluted
share.
Reconciliations of net income determined in accordance with GAAP to FFO
and Normalized FFO for the six months ended June 30, 2017 and 2016
appear later in this press release.
Leasing, Occupancy and Same Property Results:
During the quarter ended June 30, 2017, GOV entered into aggregate new
and renewal leases for 288,428 rentable square feet at weighted (by
rentable square feet) average rents that were 13.5% above prior rents
for the same space. The weighted average (by rentable square feet) lease
term for leases entered into during the quarter ended June 30, 2017 was
7.2 years. Leasing concessions and capital commitments for new and
renewal leases entered into during the quarter ended June 30, 2017 were
$2.5 million, or $1.19 per square foot, per weighted average lease year.
Our leasing during the quarter ended June 30, 2017 included
approximately 236,000 square feet executed with government tenants for a
weighted average (by rentable square feet) of 8.1 years, rents that were
an average 15.0% higher than prior rents for the previous space and
leasing concessions and capital commitments of $0.85 per square foot,
per weighted average lease term.
As of June 30, 2017, 95.0% of GOV’s rentable square feet at properties
classified as continuing operations was leased. This compares with 95.1%
as of March 31, 2017 and 94.2% as of June 30, 2016. Occupancy for
properties classified as continuing operations and owned continuously
since April 1, 2016, or same properties, was 94.8% as of June 30, 2017,
which compares with 94.5% as of June 30, 2016. Same properties net
operating income, or NOI, increased 0.9% and same properties cash basis
NOI, or Cash Basis NOI, decreased 0.5% for the quarter ended June 30,
2017 compared to the same period in 2016.
Reconciliations of net income determined in accordance with GAAP to NOI
and to Cash Basis NOI for the quarters ended June 30, 2017 and 2016
appear later in this press release.
Recent Acquisition Activities:
As previously announced, in June 2017, GOV entered a merger agreement to
acquire all of the outstanding common shares of First Potomac Realty
Trust (NYSE:FPO) for an aggregate transaction value of approximately
$1.4 billion, including $11.15 per FPO common share in cash and the
repayment or assumption of FPO debt. As part of the FPO Transaction, GOV
will acquire FPO's full property portfolio, which includes 39 office and
industrial properties (74 buildings) with 6,454,382 rentable square
feet, including two joint venture properties which are 50% and 51% owned
by FPO. This transaction is subject to the approval of at least a
majority of FPO's common shares and other customary conditions and is
expected to close prior to year end 2017.
Recent Disposition Activities:
As previously disclosed, in March 2016, GOV entered an agreement to sell
an office property (one building) located in Falls Church, VA with
164,746 rentable square feet. GOV agreed to extend the closing date for
this sale and increased the sale price by $225,000, which it received as
a non-refundable deposit. The contract sale price is now $13.5 million,
excluding closing costs and GOV expects this transaction to close in the
third quarter of 2017.
Recent Financing Activities:
On July 5, 2017, GOV sold 25,000,000 of its common shares in an
underwritten public offering at a price to the public of $18.50 per
share. In connection with this offering, GOV granted the underwriters a
30 day option to purchase up to an additional 3,750,000 GOV common
shares at a price of $18.50 per share. On July 28, 2017, the
underwriters partially exercised this purchase option for 2,907,029 GOV
common shares. The aggregate net proceeds from these sales will be
approximately $493.8 million, after payment of the underwriters'
discount and other offering expenses. GOV used part of the proceeds from
these sales to repay amounts outstanding under its revolving credit
facility and GOV expects to use the remaining proceeds to finance, in
part, the FPO transaction. In the event the FPO transaction is not
consummated, GOV expects to use the remaining proceeds from these sales
for general business purposes.
Also, in July 2017, GOV issued $300.0 million of 4.000% senior unsecured
notes due 2022 in an underwritten public offering. The net proceeds from
this offering of approximately $295.4 million, after payment of the
underwriters' discount and other offering expenses, are expected to be
used to finance, in part, the FPO transaction. In the event the FPO
transaction is not consummated on or prior to December 31, 2017, or the
related merger agreement is terminated on or at any time prior to that
date, GOV will be required to redeem any notes issued pursuant to this
offering then outstanding at 101% of the principal amount of such notes
plus accrued and unpaid interest.
Conference Call:
On Tuesday, August 1, 2017, 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
second quarter 2017 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 Tuesday, August 8, 2017. To hear the replay, dial
(412) 317-0088. The replay pass code is 10110426. 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 second quarter conference call are strictly prohibited without the
prior written consent of GOV.
Supplemental Data:
A copy of GOV’s Second Quarter 2017 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 and a reconciliation of those amounts to amounts determined
according to GAAP.
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”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE 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'S STATEMENTS REGARDING GOV'S QUARTERLY LEASING ACTIVITIES
AND INCREASED RENTS MAY IMPLY THAT SIMILAR RESULTS WILL BE ACHIEVED IN
THE FUTURE. HOWEVER, GOV CANNOT BE SURE THAT ITS RENTS WILL REMAIN AT
CURRENT LEVELS OR INCREASE IN THE FUTURE OR THAT GOV WILL REALIZE
SIMILAR OR IMPROVED LEASING RESULTS IN THE FUTURE.
-
GOV HAS AGREED TO ACQUIRE FPO AND EXPECTS THE FPO TRANSACTION TO CLOSE
PRIOR TO DECEMBER 31, 2017. THE CLOSING OF THE FPO TRANSACTION IS
SUBJECT TO CUSTOMARY CONDITIONS, INCLUDING APPROVAL BY THE HOLDERS OF
AT LEAST A MAJORITY OF FPO'S OUTSTANDING COMMON SHARES. GOV CANNOT BE
SURE THAT SUCH CONDITIONS WILL BE SATISFIED. ACCORDINGLY, THE FPO
TRANSACTION MAY NOT CLOSE PRIOR TO DECEMBER 31, 2017 OR AT ALL, OR THE
TERMS OF THE FPO TRANSACTION MAY CHANGE.
-
THE APPROVAL OF THE FPO TRANSACTION BY THE HOLDERS OF AT LEAST A
MAJORITY OF FPO'S OUTSTANDING COMMON SHARES MAY BE SOLICITED BY A
PROXY STATEMENT WHICH MUST BE FILED WITH THE SEC. THE PROCESS OF
PREPARING THE PROXY STATEMENT IS TIME CONSUMING. ACCORDINGLY, GOV
CANNOT BE SURE THAT THE FPO TRANSACTION WILL BE CONSUMMATED WITHIN A
SPECIFIED TIME PERIOD OR AT ALL.
-
GOV HAS ENTERED INTO AN AGREEMENT TO SELL ONE PROPERTY AND EXPECTS
THIS TRANSACTION TO CLOSE IN THE THIRD QUARTER OF 2017. THIS
TRANSACTION IS SUBJECT TO CONDITIONS. THESE CONDITIONS MAY NOT BE MET
AND THIS TRANSACTION MAY NOT OCCUR, MAY NOT CLOSE IN THE THIRD QUARTER
OF 2017 OR THE TERMS MAY CHANGE.
-
THE UNDERWRITERS HAVE PARTIALLY EXERCISED THEIR PURCHASE OPTION FOR
2,907,029 GOV COMMON SHARES AND THIS PURCHASE IS EXPECTED TO BE
COMPLETED ON AUGUST 3, 2017. HOWEVER, THIS PURCHASE IS SUBJECT TO
CONDITIONS CUSTOMARY IN TRANSACTIONS OF THIS TYPE AND THE PURCHASE MAY
BE DELAYED OR MAY NOT OCCUR.
-
GOV CURRENTLY EXPECTS THE PROCEEDS FROM ITS RECENT COMMON SHARE AND
SENIOR NOTES OFFERINGS TO BE USED, (DIRECTLY OR INDIRECTLY BY
REPAYMENTS AND DRAWINGS UNDER ITS REVOLVING CREDIT FACILITY) TO
PARTIALLY FINANCE THE FPO TRANSACTION. IN THE EVENT THE FPO
TRANSACTION IS NOT CONSUMMATED, GOV EXPECTS TO USE THE NET PROCEEDS
FROM THE COMMON SHARE OFFERING FOR GENERAL BUSINESS PURPOSES. IF THE
FPO TRANSACTION IS NOT CONSUMMATED ON OR PRIOR TO DECEMBER 31, 2017,
OR THE RELATED MERGER AGREEMENT IS TERMINATED ON OR AT ANY TIME PRIOR
TO THAT DATE, GOV WILL BE REQUIRED TO REDEEM THE NOTES ISSUED PURSUANT
TO ITS RECENT NOTES OFFERING AT 101% OF THE PRINCIPAL AMOUNT
OUTSTANDING PLUS ACCRUED AND UNPAID INTEREST.
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 STATED 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
Condensed Consolidated Statements of Income
(amounts in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
69,887
|
|
$
|
64,061
|
|
|
$
|
139,183
|
|
$
|
127,672
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
7,941
|
|
7,566
|
|
|
16,118
|
|
15,219
|
Utility expenses
|
|
4,172
|
|
3,673
|
|
|
8,778
|
|
7,847
|
Other operating expenses
|
|
15,187
|
|
13,266
|
|
|
29,179
|
|
26,177
|
Depreciation and amortization
|
|
20,663
|
|
17,985
|
|
|
41,168
|
|
36,309
|
Acquisition related costs
|
|
—
|
|
64
|
|
|
—
|
|
216
|
General and administrative (1)
|
|
5,086
|
|
4,008
|
|
|
9,048
|
|
7,534
|
Total expenses
|
|
53,049
|
|
46,562
|
|
|
104,291
|
|
93,302
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
16,838
|
|
17,499
|
|
|
34,892
|
|
34,370
|
Dividend income
|
|
303
|
|
363
|
|
|
607
|
|
363
|
Interest income
|
|
67
|
|
10
|
|
|
128
|
|
16
|
Interest expense (including net amortization of debt premiums and
discounts
|
|
|
|
|
|
|
|
|
|
and debt issuance costs of $808, $747, $1,615 and $1,219,
respectively)
|
|
(13,963)
|
|
(10,314)
|
|
|
(27,544)
|
|
(19,678)
|
Gain on early extinguishment of debt
|
|
—
|
|
—
|
|
|
—
|
|
104
|
Gain on issuance of shares by Select Income REIT
|
|
21
|
|
16
|
|
|
21
|
|
16
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
and equity in earnings of investees
|
|
3,266
|
|
7,574
|
|
|
8,104
|
|
15,191
|
Income tax expense
|
|
(25)
|
|
(35)
|
|
|
(43)
|
|
(50)
|
Equity in earnings of investees
|
|
8,581
|
|
9,400
|
|
|
11,320
|
|
19,334
|
Income from continuing operations
|
|
11,822
|
|
16,939
|
|
|
19,381
|
|
34,475
|
Loss from discontinued operations
|
|
(145)
|
|
(126)
|
|
|
(289)
|
|
(275)
|
Net income
|
|
$
|
11,677
|
|
$
|
16,813
|
|
|
$
|
19,092
|
|
$
|
34,200
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (basic)
|
|
71,088
|
|
71,038
|
|
|
71,083
|
|
71,034
|
Weighted average common shares outstanding (diluted)
|
|
71,119
|
|
71,061
|
|
|
71,109
|
|
71,046
|
|
|
|
|
|
|
|
|
|
|
Per common share amounts (basic and diluted):
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
0.17
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
$
|
0.49
|
Loss from discontinued operations
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
Net income
|
|
$
|
0.16
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) General and administrative expenses include estimated
business management incentive fee expense of $893 for both the three and
six months ended June 30, 2017.
Government Properties Income Trust
Funds from Operations and Normalized Funds from Operations (1)
(amounts in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
Calculation of Funds from Operations (FFO) and Normalized FFO:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
11,677
|
|
$
|
16,813
|
|
|
$
|
19,092
|
|
$
|
34,200
|
Add: Depreciation and amortization
|
|
|
20,663
|
|
17,985
|
|
|
41,168
|
|
36,309
|
FFO attributable to SIR investment
|
|
|
17,149
|
|
17,887
|
|
|
29,553
|
|
36,345
|
Less: Equity in earnings of SIR
|
|
|
(8,207)
|
|
(9,383)
|
|
|
(10,818)
|
|
(19,240)
|
FFO
|
|
|
41,282
|
|
43,302
|
|
|
78,995
|
|
87,614
|
Add: Acquisition related costs
|
|
|
—
|
|
64
|
|
|
—
|
|
216
|
Estimated business management incentive fees (2)
|
|
|
893
|
|
—
|
|
|
893
|
|
—
|
Normalized FFO attributable to SIR investment
|
|
|
17,407
|
|
17,887
|
|
|
31,997
|
|
36,362
|
Less: FFO attributable to SIR investment
|
|
|
(17,149)
|
|
(17,887)
|
|
|
(29,553)
|
|
(36,345)
|
Gain on early extinguishment of debt
|
|
|
—
|
|
—
|
|
|
—
|
|
(104)
|
Gain on issuance of shares by SIR
|
|
|
(21)
|
|
(16)
|
|
|
(21)
|
|
(16)
|
Normalized FFO
|
|
|
$
|
42,412
|
|
$
|
43,350
|
|
|
$
|
82,311
|
|
$
|
87,727
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (basic)
|
|
|
71,088
|
|
71,038
|
|
|
71,083
|
|
71,034
|
Weighted average common shares outstanding (diluted)
|
|
|
71,119
|
|
71,061
|
|
|
71,109
|
|
71,046
|
|
|
|
|
|
|
|
|
|
|
|
Per common share amounts:
|
|
|
|
|
|
|
|
|
|
|
Net income (basic and diluted)
|
|
|
$
|
0.16
|
|
$
|
0.24
|
|
|
$
|
0.27
|
|
$
|
0.48
|
FFO (basic and diluted)
|
|
|
$
|
0.58
|
|
$
|
0.61
|
|
|
$
|
1.11
|
|
$
|
1.23
|
Normalized FFO (basic)
|
|
|
$
|
0.60
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
$
|
1.24
|
Normalized FFO (diluted)
|
|
|
$
|
0.60
|
|
$
|
0.61
|
|
|
$
|
1.16
|
|
$
|
1.23
|
Distributions declared per share
|
|
|
$
|
0.43
|
|
$
|
0.43
|
|
|
$
|
0.86
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 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, 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 Select Income REIT, or
SIR, GOV includes business management incentive fees, if any, only in
the fourth quarter versus the quarter when they are recognized as
expense in accordance with GAAP due to their quarterly volatility not
necessarily being indicative of GOV’s core operating performance and the
uncertainty as to whether any such business management incentive fees
will be payable when all contingencies for determining such fees are
known at the end of the calendar year, and GOV excludes acquisition
related costs expensed under GAAP, gains on issuance of shares by SIR
and gains on early extinguishment of debt. GOV considers FFO and
Normalized FFO to be appropriate supplemental measures of operating
performance for a REIT, along with net income and operating income. 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 or operating
income as an indicator of GOV's operating performance or as a measure of
GOV’s liquidity. These measures should be considered in conjunction with
net income and operating income as presented in GOV's Condensed
Consolidated Statements of Income. Other REITs and real estate companies
may calculate FFO and Normalized FFO differently than GOV does.
(2) Incentive fees under GOV’s business management agreement
with The RMR Group LLC are payable after the end of each calendar year,
are calculated based on common share total return, as defined, and are
included in general and administrative expenses in GOV’s condensed
consolidated statements of income. In calculating net income in
accordance with GAAP, GOV recognizes estimated business management
incentive fee expense, if any, in the first, second and third quarters.
Although GOV recognizes this expense, if any, in the first, second and
third quarters for purposes of calculating net income, GOV does not
include such expense in the calculation of Normalized FFO until the
fourth quarter, when the amount of the business management incentive fee
expense for the calendar year, if any, is determined. Net income
includes $893 of estimated business management incentive fee expense in
both the three and six months ended June 30, 2017.
|
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 June 30,
|
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
Calculation of NOI and Cash Basis NOI (2):
|
|
|
|
|
|
|
|
|
|
Rental income (3)
|
|
$
|
69,887
|
|
$
|
64,061
|
|
|
$
|
139,183
|
|
$
|
127,672
|
Property operating expenses
|
|
(27,300)
|
|
(24,505)
|
|
|
(54,075)
|
|
(49,243)
|
Property net operating income (NOI)
|
|
42,587
|
|
39,556
|
|
|
85,108
|
|
78,429
|
Non-cash straight line rent adjustments included in rental income (3)
|
|
(1,104)
|
|
(435)
|
|
|
(2,404)
|
|
(584)
|
Lease value amortization included in rental income (3)
|
|
617
|
|
425
|
|
|
1,244
|
|
732
|
Non-cash amortization included in property operating expenses
(4)
|
|
(121)
|
|
(121)
|
|
|
(242)
|
|
(242)
|
Cash Basis NOI
|
|
$
|
41,979
|
|
$
|
39,425
|
|
|
$
|
83,706
|
|
$
|
78,335
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income to NOI and Cash Basis NOI:
|
|
|
|
|
|
|
|
Net income
|
|
$
|
11,677
|
|
$
|
16,813
|
|
|
$
|
19,092
|
|
$
|
34,200
|
Loss from discontinued operations
|
|
145
|
|
126
|
|
|
289
|
|
275
|
Income from continuing operations
|
|
11,822
|
|
16,939
|
|
|
19,381
|
|
34,475
|
Equity in earnings of investees
|
|
(8,581)
|
|
(9,400)
|
|
|
(11,320)
|
|
(19,334)
|
Income tax expense
|
|
25
|
|
35
|
|
|
43
|
|
50
|
Gain on issuance of shares by SIR
|
|
(21)
|
|
(16)
|
|
|
(21)
|
|
(16)
|
Gain on early extinguishment of debt
|
|
—
|
|
—
|
|
|
—
|
|
(104)
|
Interest expense
|
|
13,963
|
|
10,314
|
|
|
27,544
|
|
19,678
|
Interest income
|
|
(67)
|
|
(10)
|
|
|
(128)
|
|
(16)
|
Dividend income
|
|
(303)
|
|
(363)
|
|
|
(607)
|
|
(363)
|
Operating income
|
|
16,838
|
|
17,499
|
|
|
34,892
|
|
34,370
|
General and administrative
|
|
5,086
|
|
4,008
|
|
|
9,048
|
|
7,534
|
Acquisition related costs
|
|
—
|
|
64
|
|
|
—
|
|
216
|
Depreciation and amortization
|
|
20,663
|
|
17,985
|
|
|
41,168
|
|
36,309
|
NOI
|
|
42,587
|
|
39,556
|
|
|
85,108
|
|
78,429
|
Non-cash amortization included in property operating expenses (4)
|
|
(121)
|
|
(121)
|
|
|
(242)
|
|
(242)
|
Lease value amortization included in rental income (3)
|
|
617
|
|
425
|
|
|
1,244
|
|
732
|
Non-cash straight line rent adjustments included in rental income (3)
|
|
(1,104)
|
|
(435)
|
|
|
(2,404)
|
|
(584)
|
Cash Basis NOI
|
|
$
|
41,979
|
|
$
|
39,425
|
|
|
$
|
83,706
|
|
$
|
78,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of NOI to Same Property NOI (5)(6):
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
69,887
|
|
$
|
64,061
|
|
|
$
|
139,183
|
|
$
|
127,672
|
Property operating expenses
|
|
(27,300)
|
|
(24,505)
|
|
|
(54,075)
|
|
(49,243)
|
Property NOI
|
|
42,587
|
|
39,556
|
|
|
85,108
|
|
78,429
|
Add (less): NOI of properties not included in same property results
|
|
(2,635)
|
|
54
|
|
|
(8,693)
|
|
(2,182)
|
Same property NOI
|
|
$
|
39,952
|
|
$
|
39,610
|
|
|
$
|
76,415
|
|
$
|
76,247
|
|
|
|
|
|
|
|
|
|
|
Calculation of Same Property Cash Basis NOI (5)(6):
|
|
|
|
|
|
|
|
|
|
Same property NOI
|
|
$
|
39,952
|
|
$
|
39,610
|
|
|
$
|
76,415
|
|
$
|
76,247
|
Add: Lease value amortization included in rental income (3)
|
|
391
|
|
426
|
|
|
849
|
|
732
|
Less: Non-cash straight line rent adjustments included in rental
income (3)
|
|
(933)
|
|
(436)
|
|
|
(1,844)
|
|
(469)
|
Non-cash amortization included in property operating expenses (4)
|
|
(121)
|
|
(121)
|
|
|
(242)
|
|
(242)
|
Same property Cash Basis NOI
|
|
$
|
39,289
|
|
$
|
39,479
|
|
|
$
|
75,178
|
|
$
|
76,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 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 because GOV records those amounts as depreciation
and amortization. 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
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 or operating income as an indicator of our operating performance
or as a measure of GOV’s liquidity. These measures should be considered
in conjunction with net income and operating income as presented in
GOV’s Condensed Consolidated Statements of Income. Other REITs and real
estate companies may calculate NOI and Cash Basis NOI differently than
GOV does.
(2) Excludes one property (one building) 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 as a reduction to property management fees, which are included
in property operating expenses.
(5) For the three months ended June 30, 2017 and 2016, same
property NOI and same property cash basis NOI are based on properties
GOV owned as of June 30, 2017 and which it owned continuously since
April 1, 2016, excluding one property (one building) classified as
discontinued operations.
(6) For the six months ended June 30, 2017 and 2016, same
property NOI and same property cash basis NOI are based on properties
GOV owned as of June 30, 2017 and which it owned continuously since
January 1, 2016, excluding one property (one building) classified as
discontinued operations.
|
|
|
|
|
|
Government Properties Income Trust
Condensed Consolidated Balance Sheets
(amounts in thousands, except share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
|
December 31, 2016
|
ASSETS
|
|
|
|
|
|
Real estate properties:
|
|
|
|
|
|
Land
|
|
$
|
|
269,410
|
|
|
$
|
|
267,855
|
Buildings and improvements
|
|
1,652,535
|
|
|
1,620,905
|
Total real estate properties, gross
|
|
1,921,945
|
|
|
1,888,760
|
Accumulated depreciation
|
|
(320,005)
|
|
|
(296,804)
|
Total real estate properties, net
|
|
1,601,940
|
|
|
1,591,956
|
Equity investment in Select Income REIT
|
|
477,233
|
|
|
487,708
|
Assets of discontinued operations
|
|
12,534
|
|
|
12,541
|
Acquired real estate leases, net
|
|
108,927
|
|
|
124,848
|
Cash and cash equivalents
|
|
12,907
|
|
|
29,941
|
Restricted cash
|
|
344
|
|
|
530
|
Rents receivable, net
|
|
47,717
|
|
|
48,458
|
Deferred leasing costs, net
|
|
21,251
|
|
|
21,079
|
Other assets, net
|
|
82,256
|
|
|
68,005
|
Total assets
|
|
$
|
|
2,365,109
|
|
|
$
|
|
2,385,066
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
Unsecured revolving credit facility
|
|
$
|
|
155,000
|
|
|
$
|
|
160,000
|
Unsecured term loans, net
|
|
547,511
|
|
|
547,171
|
Senior unsecured notes, net
|
|
647,584
|
|
|
646,844
|
Mortgage notes payable, net
|
|
26,991
|
|
|
27,837
|
Liabilities of discontinued operations
|
|
81
|
|
|
45
|
Accounts payable and other liabilities
|
|
64,479
|
|
|
54,019
|
Due to related persons
|
|
5,361
|
|
|
3,520
|
Assumed real estate lease obligations, net
|
|
9,423
|
|
|
10,626
|
Total liabilities
|
|
1,456,430
|
|
|
1,450,062
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
Common shares of beneficial interest, $.01 par value: 150,000,000
and 100,000,000 shares authorized, respectively,
|
|
|
|
|
|
71,195,178 and 71,177,906 shares issued and outstanding, respectively
|
|
712
|
|
|
712
|
Additional paid in capital
|
|
1,473,936
|
|
|
1,473,533
|
Cumulative net income
|
|
115,420
|
|
|
96,329
|
Cumulative other comprehensive income
|
|
42,350
|
|
|
26,957
|
Cumulative common distributions
|
|
(723,739)
|
|
|
(662,527)
|
Total shareholders’ equity
|
|
908,679
|
|
|
935,004
|
Total liabilities and shareholders’ equity
|
|
$
|
|
2,365,109
|
|
|
$
|
|
2,385,066
|
|
|
|
|
|
|
|
|
|
|
A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act
or obligation of the Trust.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170801005677/en/
Source: Government Properties Income Trust