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EX-99.2 - EX-99.2 - OFFICE PROPERTIES INCOME TRUSTa14-17311_1ex99d2.htm
EX-99.1 - EX-99.1 - OFFICE PROPERTIES INCOME TRUSTa14-17311_1ex99d1.htm
EX-23.1 - EX-23.1 - OFFICE PROPERTIES INCOME TRUSTa14-17311_1ex23d1.htm
EX-10.1 - EX-10.1 - OFFICE PROPERTIES INCOME TRUSTa14-17311_1ex10d1.htm
8-K/A - 8-K/A - OFFICE PROPERTIES INCOME TRUSTa14-17311_18ka.htm

Exhibit 99.3

 

GOVERNMENT PROPERTIES INCOME TRUST

 

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2014 reflects the financial position of Government Properties Income Trust, or we, us or our, as if our acquisition on July 9, 2014, of 21,500,000 common shares of beneficial interest, par value $.01 per share, of Select Income REIT, or SIR, described in the notes to the unaudited pro forma condensed consolidated financial statements, was completed as of March 31, 2014. The unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2014, and for the year ended December 31, 2013, present the results of our operations as if our acquisition of the SIR shares was completed on January 1, 2013. These unaudited pro forma condensed consolidated financial statements should be read in connection with our financial statements for the three months ended March 31, 2014, included in our Quarterly Report on Form 10-Q filed on April 30, 2014 with the Securities and Exchange Commission, or the SEC, our financial statements for the year ended December 31, 2013, included in our Annual Report on Form 10-K filed on February 19, 2014 with the SEC, the material definitive agreements described in Item 1.01 to our Current Report on Form 8-K dated July 8, 2014, or the Original Report, and the copies of those agreements filed as exhibits to the Original Report, the other events described in Item 8.01 of the Original Report and the financial statements of SIR included in Item 9.01(a) of this Current Report on Form 8-K/A.

 

These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only. Upon completion of the long term financing of our acquisition of the SIR shares, our financial position and results of operations may be significantly different than what is presented in these unaudited pro forma condensed consolidated financial statements. In the opinion of management, all adjustments necessary to reflect in all material respects the effect of the transaction described in the notes to these unaudited pro forma condensed consolidated financial statements have been included.

 

The amortization of the difference between our purchase price of the SIR shares and our proportionate share of SIR’s estimated shareholders’ equity determined in accordance with U.S. generally accepted accounting principles, or GAAP, at the date of our acquisition of the SIR shares, as described in the notes to these unaudited pro forma condensed consolidated financial statements and reflected in these unaudited pro forma condensed consolidated financial statements, is based upon a preliminary estimate of the average remaining useful lives of the properties owned by SIR as of the date of our acquisition of the SIR shares. Consequently, this estimate could change significantly from that used in these unaudited pro forma condensed consolidated financial statements.

 

These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our or SIR’s portfolio of investments, changes in interest rates, changes in our or SIR’s capital structure, changes in our or SIR’s property level operating expenses, changes in our or SIR’s property level revenues, including rents expected to be received on currently existing leases or leases entered into during and after 2014, and for other reasons. Consequently, actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences could be significant.

 

F-1



 

Government Properties Income Trust

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2014

(amounts in thousands)

 

 

 

 

 

SIR Share

 

 

 

 

 

Historical

 

Acquisition

 

Pro Forma

 

 

 

(A)

 

(B)

 

 

 

ASSETS

 

 

 

 

 

 

 

Real estate properties:

 

 

 

 

 

 

 

Land

 

$

246,649

 

$

 

$

246,649

 

Buildings and improvements

 

1,341,443

 

 

1,341,443

 

 

 

1,588,092

 

 

1,588,092

 

Accumulated depreciation

 

(196,360

)

 

(196,360

)

 

 

1,391,732

 

 

1,391,732

 

 

 

 

 

 

 

 

 

Investment in Select Income REIT

 

 

688,795

 

688,795

 

Assets of discontinued operations

 

23,570

 

 

23,570

 

Acquired real estate leases, net

 

139,330

 

 

139,330

 

Cash and cash equivalents

 

2,979

 

 

2,979

 

Restricted cash

 

2,344

 

 

2,344

 

Rents receivable, net

 

31,519

 

 

31,519

 

Deferred leasing costs, net

 

11,432

 

 

11,432

 

Deferred financing costs, net

 

3,556

 

1,556

 

5,112

 

Due from affiliates

 

 

 

 

Other assets, net

 

23,018

 

 

23,018

 

Total assets

 

$

1,629,480

 

$

690,351

 

$

2,319,831

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Unsecured revolving credit facility

 

$

150,500

 

$

190,351

 

$

340,851

 

Unsecured term loans

 

350,000

 

500,000

 

850,000

 

Mortgage notes payable

 

104,615

 

 

104,615

 

Liabilities of discontinued operations

 

276

 

 

276

 

Accounts payable and accrued expenses

 

21,940

 

 

21,940

 

Due to related persons

 

2,420

 

 

2,420

 

Assumed real estate lease obligations, net

 

18,197

 

 

18,197

 

Shareholders’ equity

 

981,532

 

 

981,532

 

Total liabilities and shareholders’ equity

 

$

1,629,480

 

$

690,351

 

$

2,319,831

 

 

See accompanying notes.

 

F-2



 

Government Properties Income Trust

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Three Months Ended March 31, 2014

(in thousands, except per share amounts)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

(A)

 

 

 

 

 

Rental income

 

$

59,820

 

$

 

$

59,820

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Real estate taxes

 

6,812

 

 

6,812

 

Utility expenses

 

5,696

 

 

5,696

 

Other operating expenses

 

11,041

 

 

11,041

 

Depreciation and amortization

 

15,427

 

 

15,427

 

Acquisition related costs

 

509

 

 

509

 

General and administrative

 

3,097

 

 

3,097

 

Total expenses

 

42,582

 

 

42,582

 

 

 

 

 

 

 

 

 

Operating income

 

17,238

 

 

17,238

 

Interest and other income

 

50

 

 

50

 

Interest expense

 

(4,527

)

(3,471

)(C)

(7,998

)

Income from continuing operations before income tax expense and equity in earnings (losses) of an investee

 

12,761

 

(3,471

)

9,291

 

Income tax expense

 

(22

)

 

(22

)

Equity in earnings (losses) of an investee

 

(97

)

7,820

(D)

7,723

 

Income from continuing operations

 

$

12,642

 

$

4,350

 

$

16,992

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

54,725

 

 

54,725

 

 

 

 

 

 

 

 

 

Income from continuing operations per common share

 

$

0.23

 

 

 

$

0.31

 

 

See accompanying notes.

 

F-3



 

Government Properties Income Trust

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Year Ended December 31, 2013

(in thousands, except per share amounts)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

Pro Forma

 

 

 

(A)

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

226,910

 

$

 

$

226,910

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Real estate taxes

 

25,710

 

 

25,710

 

Utility expenses

 

17,116

 

 

17,116

 

Other operating expenses

 

41,134

 

 

41,134

 

Depreciation and amortization

 

55,699

 

 

55,699

 

Acquisition related costs

 

2,439

 

 

2,439

 

General and administrative

 

12,710

 

 

12,710

 

Total expenses

 

154,808

 

 

154,808

 

 

 

 

 

 

 

 

 

Operating income

 

72,102

 

 

72,102

 

Interest and other income

 

37

 

 

37

 

Interest expense

 

(16,831

)

(14,057

)(E)

(30,888

)

Income from continuing operations before income tax expense and equity in earnings of an investee

 

55,308

 

(14,057

)

41,251

 

Income tax expense

 

(133

)

 

(133

)

Equity in earnings of an investee

 

334

 

28,716

(F)

29,050

 

Income from continuing operations

 

$

55,509

 

$

14,659

 

$

70,168

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

54,680

 

 

54,680

 

 

 

 

 

 

 

 

 

Income from continuing operations per common share

 

$

1.02

 

 

 

$

1.28

 

 

See accompanying notes.

 

F-4



 

Government Properties Income Trust

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(dollars in thousands, except per share amounts)

 

Basis of Presentation

 

(A)                               We were organized as a Maryland real estate investment trust on February 17, 2009, and closed our initial public offering on June 8, 2009. As of March 31, 2014, we owned 69 properties (88 buildings) with a total of approximately 10.4 million rentable square feet. The historical unaudited pro forma condensed consolidated financial statements include our accounts and the accounts of our subsidiaries. All material intercompany transactions and balances have been eliminated.

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

 

(B)                               Represents the effect of our July 9, 2014 acquisition of 21,500,000 common shares of beneficial interest, $.01 par value, of SIR, or 35.9% of SIR’s outstanding common shares. We financed this acquisition with a new $500,000 unsecured term loan that matures on July 8, 2015, or the new term loan, and with $190,351 of borrowings under our existing $550,000 unsecured revolving credit facility. We incurred $526 in deferred financing fees related to the new term loan. We also incurred $1,030 in deferred financing fees in connection with amendments to the agreements governing our existing $550,000 unsecured revolving credit facility and our existing $350,000 unsecured term loan, which amendments modified certain covenants and associated defined terms in such agreements to accommodate our acquisition of the SIR shares and the new term loan, but did not increase the capacity or extend the term of that credit facility or term loan.

 

Unaudited Pro Forma Condensed Consolidated Statement of Income Adjustments for the Three Months Ended March 31, 2014

 

(C)                               Adjusts interest expense for a $3,471 increase in our interest expense due to pro forma acquisition borrowings of $500,000 under the new term loan at the interest rate on the date of entry into the new term loan agreement of 1.9%, pro forma acquisition borrowings of $190,351 under our existing $550,000 unsecured revolving credit facility at the weighted average interest rate for the three months ended March 31, 2014 of 1.7%, plus the amortization of related deferred financing fees of $287. A change in our variable rate debt of 0.125% would change pro forma interest expense by $219.

 

(D)                               Represents the effect on equity in earnings of investees of recognizing our proportionate share (35.9%) of SIR’s net income for the three months ended March 31, 2014 of $8,996, less estimated amortization expense of $1,176. Our acquisition cost of the SIR shares exceeded our proportionate share of SIR’s estimated shareholders’ equity as determined in accordance with GAAP at the date of our acquisition of the SIR shares. In these pro forma financial statements, we have amortized this difference to equity in earnings of investees over a 33 year period, which is our preliminary estimate of the average

 

F-5



 

remaining useful lives of the buildings owned by SIR as of the date of our acquisition of the SIR shares. The estimated period used is preliminary and the actual period may change significantly from that used in these unaudited pro forma condensed consolidated financial statements, and such change could be significant.

 

Unaudited Pro Forma Condensed Consolidated Statement of Income Adjustments for the Year Ended December 31, 2014

 

(E)                                Adjusts interest expense for a $14,057 increase in our interest expense due to pro forma acquisition borrowings of $500,000 under the new term loan at the interest rate on the date of entry into the new term loan agreement of 1.9%, pro forma acquisition borrowings of $190,351 under our existing $550,000 unsecured revolving credit facility at the weighted average interest rate for the year ended December 31, 2013 of 1.7%, plus the amortization of related deferred financing fees of $1,144. A change in our variable rate debt of 0.125% would change pro forma interest expense by $875.

 

(F)                                 Represents the effect on equity in earnings of investees of recognizing our proportionate share (35.9%) of SIR’s net income for the year ended December 31, 2013 of $33,420, less estimated amortization expense of $4,704. Our acquisition cost of the SIR shares exceeded our proportionate share of SIR’s estimated shareholders’ equity as determined in accordance with GAAP at the date of our acquisition of the SIR shares. In these pro forma financial statements, we have amortized this difference to equity in earnings of investees over a 33 year period, which is our preliminary estimate of the average remaining useful lives of the buildings owned by SIR as of the date of our acquisition of the SIR shares. The estimated period used is preliminary and the actual period may change significantly from that used in these unaudited pro forma condensed consolidated financial statements, and such change could be significant.

 

F-6