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EX-99.2 - EXHIBIT 99.2 - OFFICE PROPERTIES INCOME TRUSTexhibit992final22117.htm
8-K - 8-K - OFFICE PROPERTIES INCOME TRUSTa8-k.htm


Exhibit 99.1
gova02.jpg

FOR IMMEDIATE RELEASE
Contact:
 
Christopher Ranjitkar, Director, Investor Relations
 
(617) 219-1410
 
Government Properties Income Trust Announces Fourth Quarter and Year End 2016 Results
Fourth Quarter Net Income of $0.17 Per Share
Fourth Quarter Normalized FFO of $0.58 Per Share
Same Property Occupancy was 95.1% at Year End, Up 30 Basis Points Year Over Year
Completed 386,972 Square Feet of Leasing in the Fourth Quarter for a 4.3% Increase in Rents
 
 

Newton, MA (February 22, 2017): Government Properties Income Trust (Nasdaq: GOV) today announced its financial results for the quarter and year ended December 31, 2016.

David Blackman, President and Chief Operating Officer of GOV, made the following statement:

"During the fourth quarter, Government Properties Income Trust continued to focus on leasing activity, which resulted in an increase in same property NOI. We completed leases for 386,972 square feet at rents that were 4.3% higher than previous rents for the same space, and we increased consolidated occupancy by 60 basis points year over year to 95.1% at year end. We also acquired three properties totaling approximately 562,000 square feet for $131.3 million since the end of the previous quarter."

Results for the Quarter Ended December 31, 2016:
 
Net income determined in accordance with U.S. generally accepted accounting principles, or GAAP, was $12.1 million, or $0.17 per diluted share, for the quarter ended December 31, 2016, compared to a net loss of $2.3 million, or $0.03 per diluted share, for the quarter ended December 31, 2015. The net loss for the quarter ended December 31, 2015 included a non-cash loss on the distribution of The RMR Group Inc. (Nasdaq: RMR) common stock to GOV's shareholders of $12.4 million, or $0.17 per diluted share. The weighted average number of diluted common shares outstanding was 71.1 million for the quarter ended December 31, 2016, and 71.0 million for the quarter ended December 31, 2015.

Normalized funds from operations, or Normalized FFO, for the quarter ended December 31, 2016 were $41.5 million, or $0.58 per diluted share, compared to Normalized FFO for the quarter ended December 31, 2015 of $43.6 million, or $0.61 per diluted share.

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, 2016 and 2015 appear later in this press release.


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.



Results for the Year Ended December 31, 2016:
 
Net income determined in accordance with GAAP was $57.8 million, or $0.81 per diluted share, for the year ended December 31, 2016, compared to a net loss of $210.0 million, or $2.97 per diluted share, for the year ended December 31, 2015. The net loss for the year ended December 31, 2015 included non-cash losses on impairment and equity issuances by an investee totaling $245.4 million, or $3.48 per diluted share, and a non-cash loss on the distribution of The RMR Group Inc. (Nasdaq: RMR) common stock to GOV's shareholders of $12.4 million, or $0.18 per diluted share. The weighted average number of diluted common shares outstanding was 71.1 million for the year ended December 31, 2016, and 70.7 million for the year ended December 31, 2015.

Normalized FFO for the year ended December 31, 2016 were $167.9 million, or $2.36 per diluted share, compared to Normalized FFO for the year ended December 31, 2015 of $168.7 million, or $2.39 per diluted share.

Reconciliations of net income (loss) determined in accordance with GAAP to FFO and Normalized FFO for the years ended December 31, 2016 and 2015 appear later in this press release.

Leasing, Occupancy and Same Property Results:

During the quarter ended December 31, 2016, GOV entered into new and renewal leases for 386,972 rentable square feet at weighted (by rentable square feet) average rents that were 4.3% above 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, 2016 was 3.3 years. Leasing capital commitments for new and renewal leases entered into during the quarter ended December 31, 2016 were $3.5 million, or $2.70 per square foot, per weighted average lease year.

As of December 31, 2016, 95.1% of GOV’s rentable square feet at properties classified as continuing operations was leased. This compares with 95.0% as of September 30, 2016 and 94.5% as of December 31, 2015. Occupancy for properties classified as continuing operations and owned continuously since October 1, 2015, or same properties, was 95.1% as of December 31, 2016, which compares with 95.2% as of September 30, 2016 and 94.8% as of December 31, 2015. Same properties cash basis net operating income, or Cash Basis NOI, increased 5.5% for the quarter ended December 31, 2016 compared to the same period in 2015.

Reconciliations of net income (loss) determined in accordance with GAAP to net operating income, or NOI, and to Cash Basis NOI for the quarters and years ended December 31, 2016 and 2015 appear later in this press release.

Recent Acquisition Activities:

As previously disclosed, in August 2016, GOV entered an agreement to acquire transferable development rights that would allow GOV to expand a property that it owns in Washington, D.C. for a purchase price of $2.0 million, excluding acquisition costs. This acquisition is currently expected to occur in the third quarter of 2017.

In December 2016, GOV acquired an office property (one building) located in Rancho Cordova, CA with 82,896 rentable square feet for a purchase price of $13.9 million, excluding acquisition costs. This property is 100% leased, including 77% leased to the State of California with a remaining lease term of 7.2 years as of the date of acquisition.

Also in December 2016, GOV acquired an office property (three buildings) located in Chantilly, VA with 409,478 rentable square feet for a purchase price of $104.2 million, excluding acquisition costs. This property is 98% leased to three government contractors with a remaining average lease term of 6.1 years as of the date of acquisition.

In January 2017, GOV acquired an office property (one building) located in Manassas, VA with 69,374 rentable square feet for a purchase price of $13.2 million, excluding acquisition costs. This property is 100% leased to Prince William County with a remaining lease term of 9.1 years as of the date of acquisition.




2



Recent Disposition Activities:

As previously disclosed, in March 2016, GOV has entered an agreement to sell an office property (one building) located in Falls Church, VA with 164,746 rentable square feet and a net book value of $12.3 million at December 31, 2016. The contract sales price is $13.1 million, excluding closing costs. This sale is currently expected to occur in the first quarter of 2017.

Conference Call:
 
On Wednesday, February 22, 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 fourth quarter and full year 2016 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 Wednesday, March 1, 2017. To hear the replay, dial (412) 317-0088. The replay pass code is 10099875. 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 2016 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”, “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 ACTIVITY AND IMPROVED OCCUPANCY AND SAME PROPERTY NOI MAY IMPLY THAT THESE MEASURES MAY CONTINUE TO INCREASE. HOWEVER, THERE CAN BE NO ASSURANCE THAT GOV'S OCCUPANCY OR SAME PROPERTY NOI WILL INCREASE IN THE FUTURE OR REMAIN AT CURRENT LEVELS OR THAT FUTURE LEASING ACTIVITY WILL RESULT IN HIGHER RENTAL RATES THAN PREVIOUS LEASES FOR THE SAME SPACE OR INCREASED SAME PROPERTY NOI. IN FACT, GOV'S FUTURE PROPERTY OCCUPANCIES AND SAME PROPERTY NOI MAY DECREASE AND ANY FUTURE LEASING ACTIVITY MAY YIELD LOWER RENTAL RATES THAN PREVIOUS LEASES FOR THE SAME SPACE.


3



GOV HAS ENTERED INTO AN AGREEMENT TO ACQUIRE CERTAIN TRANSFERABLE DEVELOPMENT RIGHTS. THIS TRANSACTION IS SUBJECT TO CONDITIONS. THESE CONDITIONS MAY NOT BE MET AND THIS TRANSACTION MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS MAY CHANGE.

GOV HAS ENTERED INTO AN AGREEMENT TO SELL ONE PROPERTY. THIS TRANSACTION IS SUBJECT TO CONDITIONS. THESE CONDITIONS MAY NOT BE MET AND THIS TRANSACTION MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS MAY CHANGE.

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.


4





Government Properties Income Trust
Consolidated Statements of Income (Loss)
(amounts in thousands, except per share data)
(unaudited)


 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Rental income
 
$
66,030

 
$
61,685

 
$
258,180

 
$
248,549

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Real estate taxes
 
7,893

 
7,087

 
30,703

 
29,906

Utility expenses
 
3,939

 
4,128

 
17,269

 
17,916

Other operating expenses
 
14,259

 
13,766

 
54,290

 
50,425

Depreciation and amortization
 
18,440

 
17,021

 
73,153

 
68,696

Acquisition related costs
 
828

 
352

 
1,191

 
811

General and administrative
 
3,547

 
3,395

 
14,897

 
14,826

Total expenses
 
48,906

 
45,749

 
191,503

 
182,580

 
 
 
 
 
 
 
 
 
Operating income
 
17,124

 
15,936

 
66,677

 
65,969

Dividend income
 
304

 
811

 
971

 
811

Interest income
 
95

 

 
158

 
14

Interest expense (including net amortization of debt premium and discounts
 
 
 
 
 
 
 
 
and debt issuance costs of $808, $355, $2,832 and $1,376, respectively)
 
(12,774
)
 
(9,114
)
 
(45,060
)
 
(37,008
)
Gain on early extinguishment of debt
 

 

 
104

 
34

Loss on distribution to common shareholders of The RMR Group Inc. common stock
 

 
(12,368
)
 

 
(12,368
)
Net gain (loss) on issuance of shares by Select Income REIT
 
(2
)
 

 
86

 
(42,145
)
Loss on impairment of Select Income REIT investment
 

 

 

 
(203,297
)
Income (loss) from continuing operations before income taxes
 
 
 
 
 
 
 
 
and equity in earnings of investees
 
4,747

 
(4,735
)
 
22,936

 
(227,990
)
Income tax expense 
 
(38
)
 
(37
)
 
(101
)
 
(86
)
Equity in earnings of investees
 
7,516

 
2,568

 
35,518

 
18,640

Income (loss) from continuing operations
 
12,225

 
(2,204
)
 
58,353

 
(209,436
)
Loss from discontinued operations
 
(160
)
 
(135
)
 
(589
)
 
(525
)
Income (loss) before gain on sale of property
 
12,065

 
(2,339
)
 
57,764

 
(209,961
)
Gain on sale of property
 

 

 
79

 

Net income (loss)
 
$
12,065

 
$
(2,339
)
 
$
57,843

 
$
(209,961
)
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
 
71,079

 
71,030

 
71,050

 
70,700

Weighted average common shares outstanding (diluted)
 
71,079

 
71,030

 
71,071

 
70,700

 
 
 
 
 
 
 
 
 
Per common share amounts (basic and diluted):
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
0.17

 
$
(0.03
)
 
$
0.82

 
$
(2.96
)
Loss from discontinued operations
 
$

 
$

 
$
(0.01
)
 
$
(0.01
)
Net income (loss)
 
$
0.17

 
$
(0.03
)
 
$
0.81

 
$
(2.97
)

5




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,
 
 
 
2016
 
2015
 
2016
 
2015
Calculation of Funds from Operations (FFO) and Normalized FFO:
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
$
12,065

 
$
(2,339
)
 
$
57,843

 
$
(209,961
)
Add: Depreciation and amortization
 
 
18,440

 
17,021

 
73,153

 
68,696

FFO attributable to SIR investment
 
 
17,618

 
12,144

 
71,227

 
56,105

Less: Equity in earnings of SIR
 
 
(7,486
)
 
(2,618
)
 
(35,381
)
 
(18,620
)
Gain on sale of property
 
 

 

 
(79
)
 

FFO
 
 
40,637

 
24,208

 
166,763

 
(103,780
)
Add: Acquisition related costs
 
 
828

 
352

 
1,191

 
811

Loss on distribution to common shareholders of RMR common stock
 
 

 
12,368

 

 
12,368

Loss on issuance of shares by SIR
 
 
2

 

 
2

 
42,145

Loss on impairment of SIR investment
 
 

 

 

 
203,297

Normalized FFO attributable to SIR investment
 
 
17,684

 
18,835

 
71,313

 
70,012

Less: FFO attributable to SIR investment
 
 
(17,618
)
 
(12,144
)
 
(71,227
)
 
(56,105
)
Gain on early extinguishment of debt
 
 

 

 
(104
)
 
(34
)
Gain on issuance of shares by SIR
 
 

 

 
(88
)
 

Normalized FFO
 
 
$
41,533

 
$
43,619

 
$
167,850

 
$
168,714

 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
 
 
71,079

 
71,030

 
71,050

 
70,700

Weighted average common shares outstanding (diluted)
 
 
71,079

 
71,030

 
71,071

 
70,700

 
 
 
 
 
 
 
 
 
 
Per common share amounts (basic and diluted):
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
$
0.17

 
$
(0.03
)
 
$
0.81

 
$
(2.97
)
FFO
 
 
$
0.57

 
$
0.34

 
$
2.35

 
$
(1.47
)
Normalized FFO
 
 
$
0.58

 
$
0.61

 
$
2.36

 
$
2.39

Distributions declared per share
 
 
$
0.43

 
$
0.43

 
$
1.72

 
$
1.72

 

(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, 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 ultimately be payable when all contingencies for determining any such fees are determined at the end of the calendar year, and GOV excludes acquisition related costs, gains or losses on early extinguishment of debt, loss on impairment of SIR investment, gains or 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 supplemental measures of operating performance for a REIT, along with net income (loss) 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 (loss) 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 (loss) and operating income as

6



presented in GOV's Consolidated Statements of Income (Loss). Other REITs and real estate companies may calculate FFO and Normalized FFO differently than GOV does.


7



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,
 
 
2016
 
2015
 
2016
 
2015
Calculation of NOI and Cash Basis NOI (2):
 
 
 
 
 
 
 
 
Rental income
 
$
66,030

 
$
61,685

 
$
258,180

 
$
248,549

Property operating expenses
 
(26,091)

 
(24,981)

 
(102,262)

 
(98,247)

Property net operating income (NOI)
 
39,939

 
36,704

 
155,918

 
150,302

Non-cash straight line rent adjustments included in rental income (3)
 
(902)

 
(1,159)

 
(2,691)

 
(3,978)

Lease value amortization included in rental income (3)
 
355

 
293

 
1,457

 
1,155

Non-cash amortization included in property operating expenses (4)
 
(121)

 
(121)

 
(484)

 
(246)

Cash Basis NOI
 
$
39,271

 
$
35,717

 
$
154,200

 
$
147,233

 
 
 
 
 
 
 
 
 
Reconciliation of NOI and Cash Basis NOI to Net Income (Loss):
 
 
 
 
 
 
Cash Basis NOI
 
$
39,271

 
$
35,717

 
$
154,200

 
$
147,233

Non-cash straight line rent adjustments included in rental income (3)
 
902

 
1,159

 
2,691

 
3,978

Lease value amortization included in rental income (3)
 
(355)

 
(293)

 
(1,457)

 
(1,155)

Non-cash amortization included in property operating expenses (4)
 
121

 
121

 
484

 
246

NOI
 
39,939

 
36,704

 
155,918

 
150,302

Depreciation and amortization
 
(18,440)

 
(17,021)

 
(73,153)

 
(68,696)

Acquisition related costs
 
(828)

 
(352)

 
(1,191)

 
(811)

General and administrative
 
(3,547)

 
(3,395)

 
(14,897)

 
(14,826)

Operating income
 
17,124

 
15,936

 
66,677

 
65,969

Dividend income
 
304

 
811

 
971

 
811

Interest income
 
95

 

 
158

 
14

Interest expense
 
(12,774)

 
(9,114)

 
(45,060)

 
(37,008)

Gain on early extinguishment of debt
 

 

 
104

 
34

Loss on distribution to common shareholders of RMR common stock (5)
 

 
(12,368)

 

 
(12,368)

Net gain (loss) on issuance of shares by SIR
 
(2)

 

 
86

 
(42,145)

Loss on impairment of SIR investment
 

 

 

 
(203,297)

Income tax expense
 
(38)

 
(37)

 
(101)

 
(86)

Equity in earnings of investees
 
7,516

 
2,568

 
35,518

 
18,640

Income (loss) from continuing operations
 
12,225

 
(2,204)

 
58,353

 
(209,436)

Loss from discontinued operations
 
(160)

 
(135)

 
(589)

 
(525)

Income (loss) before gain on sale of property
 
12,065

 
(2,339)

 
57,764

 
(209,961)

Gain on sale of property
 

 

 
79

 

Net income (loss)
 
$
12,065

 
$
(2,339
)
 
$
57,843

 
$
(209,961
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of NOI to Same Property NOI (6) (7):
 
 
 
 
 
 
 
 
Rental income
 
$
66,030

 
$
61,685

 
$
258,180

 
$
248,549

Property operating expenses
 
(26,091)

 
(24,981)

 
(102,262)

 
(98,247)

Property NOI
 
39,939

 
36,704

 
155,918

 
150,302

Less: NOI of properties not included in same property results
 
(1,759)

 

 
(5,124)

 
(884)

Same property NOI
 
$
38,180

 
$
36,704

 
$
150,794

 
$
149,418

 
 
 
 
 
 
 
 
 
Calculation of Same Property Cash Basis NOI (6) (7):
 
 
 
 
 
 
 
 
Same property NOI
 
$
38,180

 
$
36,704

 
$
150,794

 
$
149,418

Plus: Lease value amortization included in rental income (3)
 
384

 
293

 
1,496

 
1,155

Less: Non-cash straight line rent adjustments included in rental income (3)
 
(749)

 
(1,159)

 
(2,362)

 
(4,067)

          Non-cash amortization included in property operating expenses (4)
 
(121)

 
(121)

 
(483)

 
(241)

Same property Cash Basis NOI
 
$
37,694

 
$
35,717

 
$
149,445

 
$
146,265


8




 
(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 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 (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) 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 (loss) and operating income as presented in GOV’s Consolidated Statements of Income (Loss). 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)
Amount represents 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, 2016 and 2015, same property NOI and same property cash basis NOI are based on properties GOV owned as of December 31, 2016 and which it owned continuously since October 1, 2015, excluding one property (one building) classified as discontinued operations.
(7)
For the years ended December 31, 2016 and 2015, same property NOI and same property cash basis NOI are based on properties GOV owned as of December 31, 2016 and which it owned continuously since January 1, 2015, excluding one property (one building) classified as discontinued operations.

9




Government Properties Income Trust
Consolidated Balance Sheets
(amounts in thousands, except share data)
(unaudited)
 
 
As of December 31,
 
 
2016
 
2015
ASSETS
 
 
 
 
Real estate properties:
 
 
 
 
Land
 
$
267,855

 
$
253,058

Buildings and improvements
 
1,620,905

 
1,443,074

Total real estate properties, gross
 
1,888,760

 
1,696,132

Accumulated depreciation
 
(296,804
)
 
(255,879
)
Total real estate properties, net
 
1,591,956

 
1,440,253

Equity investment in Select Income REIT
 
487,708

 
491,369

Assets of discontinued operations
 
12,541

 
12,468

Assets of property held for sale
 

 
3,098

Acquired real estate leases, net
 
124,848

 
118,267

Cash and cash equivalents
 
29,941

 
8,785

Restricted cash
 
530

 
1,022

Rents receivable, net
 
48,458

 
45,269

Deferred leasing costs, net
 
21,079

 
14,299

Other assets, net
 
68,005

 
33,680

Total assets
 
$
2,385,066

 
$
2,168,510

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Unsecured revolving credit facility
 
$
160,000

 
$
117,000

Unsecured term loans, net
 
547,171

 
546,490

Senior unsecured notes, net
 
646,844

 
345,809

Mortgage notes payable, net
 
27,837

 
136,299

Liabilities of discontinued operations
 
45

 
54

Liabilities of property held for sale
 

 
43

Accounts payable and other liabilities
 
54,019

 
50,543

Due to related persons
 
3,520

 
2,886

Assumed real estate lease obligations, net
 
10,626

 
12,735

Total liabilities
 
1,450,062

 
1,211,859

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common shares of beneficial interest, $.01 par value: 100,000,000 shares
 
 
 
 
 authorized, 71,177,906 and 71,126,308 shares issued and outstanding, respectively
 
712

 
711

Additional paid in capital
 
1,473,533

 
1,472,482

Cumulative net income
 
96,329

 
38,486

Cumulative other comprehensive income (loss)
 
26,957

 
(14,867
)
Cumulative common distributions
 
(662,527
)
 
(540,161
)
Total shareholders’ equity
 
935,004

 
956,651

Total liabilities and shareholders’ equity
 
$
2,385,066

 
$
2,168,510


10