OFFICE PROPERTIES INCOME TRUST - FORM 10-Q - April 27, 2017

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2017
 
OR
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 1-34364
 
GOVERNMENT PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
26-4273474
(State or Other Jurisdiction of Incorporation or
Organization)
 
(IRS Employer Identification No.)
 
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices)  (Zip Code)
 
617-219-1440
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer ☒
 
Accelerated filer ☐
 
 
 
Non-accelerated filer ☐
 
Smaller reporting company ☐
(Do not check if a smaller reporting company)
 
 
Emerging growth company ☐
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒
 
Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of April 25, 2017: 71,177,906


GOVERNMENT PROPERTIES INCOME TRUST
 
FORM 10-Q
 
March 31, 2017
 
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
References in this Quarterly Report on Form 10-Q to “the Company”, “GOV”, “we”, “us” or “our” include Government Properties Income Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.


1

PART I.       Financial Information
 
Item 1.  Financial Statements
 
GOVERNMENT PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited) 
 
 
March 31,
 
December 31,
 
 
2017
 
2016
ASSETS
 
 

 
 

Real estate properties:
 
 

 
 

Land
 
$
269,410

 
$
267,855

Buildings and improvements
 
1,640,096

 
1,620,905

Total real estate properties, gross
 
1,909,506

 
1,888,760

Accumulated depreciation
 
(308,241
)
 
(296,804
)
Total real estate properties, net
 
1,601,265

 
1,591,956

 
 
 
 
 
Equity investment in Select Income REIT
 
482,103

 
487,708

Assets of discontinued operations
 
12,538

 
12,541

Acquired real estate leases, net
 
118,065

 
124,848

Cash and cash equivalents
 
12,808

 
29,941

Restricted cash
 
703

 
530

Rents receivable, net
 
50,459

 
48,458

Deferred leasing costs, net
 
21,232

 
21,079

Other assets, net
 
77,877

 
68,005

Total assets
 
$
2,377,050

 
$
2,385,066

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Unsecured revolving credit facility
 
$
160,000

 
$
160,000

Unsecured term loans, net
 
547,341

 
547,171

Senior unsecured notes, net
 
647,213

 
646,844

Mortgage notes payable, net
 
27,415

 
27,837

Liabilities of discontinued operations
 
52

 
45

Accounts payable and other liabilities
 
52,762

 
54,019

Due to related persons
 
3,672

 
3,520

Assumed real estate lease obligations, net
 
10,025

 
10,626

Total liabilities
 
1,448,480

 
1,450,062

 
 
 
 
 
Commitments and contingencies
 


 


 
 
 
 
 
Shareholders’ equity:
 
 

 
 

Common shares of beneficial interest, $.01 par value: 100,000,000 shares
 
 
 
 
 authorized, 71,177,906 shares issued and outstanding
 
712

 
712

Additional paid in capital
 
1,473,533

 
1,473,533

Cumulative net income
 
103,744

 
96,329

Cumulative other comprehensive income
 
43,714

 
26,957

Cumulative common distributions
 
(693,133
)
 
(662,527
)
Total shareholders’ equity
 
928,570

 
935,004

Total liabilities and shareholders’ equity
 
$
2,377,050

 
$
2,385,066

 
See accompanying notes.

2

GOVERNMENT PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, except per share data)
(unaudited)
 
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
 
 
 
 
 
Rental income
 
$
69,296

 
$
63,611

 
 
 
 
 
Expenses:
 
 

 
 

Real estate taxes
 
8,177

 
7,653

Utility expenses
 
4,606

 
4,174

Other operating expenses
 
13,992

 
12,911

Depreciation and amortization
 
20,505

 
18,324

Acquisition related costs
 
—

 
152

General and administrative
 
3,962

 
3,526

Total expenses
 
51,242

 
46,740

 
 
 
 
 
Operating income
 
18,054

 
16,871

Dividend income
 
304

 
—

Interest income
 
61

 
6

Interest expense (including net amortization of debt premiums and discounts
 
 
 
 
and debt issuance costs of $807 and $471, respectively)
 
(13,581
)
 
(9,364
)
Gain on early extinguishment of debt
 
—

 
104

Income from continuing operations before income taxes
 
 

 
 

and equity in earnings of investees
 
4,838

 
7,617

Income tax expense
 
(18
)
 
(15
)
Equity in earnings of investees
 
2,739

 
9,934

Income from continuing operations
 
7,559

 
17,536

Loss from discontinued operations
 
(144
)
 
(149
)
Net income
 
7,415

 
17,387

 
 
 
 
 
Other comprehensive income
 
 

 
 

Unrealized gain on investment in available for sale securities
 
12,142

 
12,871

Equity in unrealized gain of investees
 
4,615

 
4,544

Other comprehensive income
 
16,757

 
17,415

Comprehensive income
 
$
24,172

 
$
34,802

 
 
 
 
 
Weighted average common shares outstanding (basic)
 
71,079

 
71,031

Weighted average common shares outstanding (diluted)
 
71,094

 
71,031

 
 
 
 
 
Per common share amounts (basic and diluted):
 
 

 
 

Income from continuing operations
 
$
0.11

 
$
0.25

Loss from discontinued operations
 
$
—

 
$
—

Net income
 
$
0.10

 
$
0.24

 
See accompanying notes.


3

GOVERNMENT PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
 
 
 
Three Months Ended March 31,
 
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 

 
 

Net income
 
$
7,415

 
$
17,387

Adjustments to reconcile net income to cash provided by operating activities:
 
 

 
 

Depreciation
 
11,576

 
10,237

Net amortization of debt premiums and discounts and debt issuance costs
 
807

 
471

Gain on early extinguishment of debt
 
—

 
(104
)
Straight line rental income
 
(1,300
)
 
(149
)
Amortization of acquired real estate leases
 
8,672

 
7,712

Amortization of deferred leasing costs
 
849

 
709

Other non-cash expenses (income), net
 
5

 
(105
)
Equity in earnings of investees
 
(2,739
)
 
(9,934
)
Distributions of earnings from Select Income REIT
 
1,875

 
9,117

Change in assets and liabilities:
 
 

 
 

Restricted cash
 
(173
)
 
309

Deferred leasing costs
 
(1,075
)
 
(1,989
)
Rents receivable
 
(974
)
 
(1,215
)
Other assets
 
2,215

 
1,849

Accounts payable and accrued expenses
 
(1,989
)
 
(4,577
)
Due to related persons
 
152

 
1,494

Net cash provided by operating activities
 
25,316

 
31,212

 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 

 
 

Real estate acquisitions and deposits
 
(12,641
)
 
(79,244
)
Real estate improvements
 
(9,656
)
 
(4,964
)
Distributions in excess of earnings from Select Income REIT
 
10,833

 
3,342

Net cash used in investing activities
 
(11,464
)
 
(80,866
)
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 

 
 

Repayment of mortgage notes payable
 
(379
)
 
(106,849
)
Borrowings on unsecured revolving credit facility
 
30,000

 
204,000

Repayments on unsecured revolving credit facility
 
(30,000
)
 
(10,000
)
Distributions to common shareholders
 
(30,606
)
 
(30,584
)
Net cash (used in) provided by financing activities
 
(30,985
)
 
56,567

 
 
 
 
 
Increase (decrease) in cash and cash equivalents
 
(17,133
)
 
6,913

Cash and cash equivalents at beginning of period
 
29,941

 
8,785

Cash and cash equivalents at end of period
 
$
12,808

 
$
15,698

 
Supplemental cash flow information:
 
 
 
 
Interest paid
 
$
15,854

 
$
12,319

Income taxes paid
 
$
—

 
$
44


See accompanying notes.

4
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)


Note 1.    Basis of Presentation
 
The accompanying condensed consolidated financial statements of Government Properties Income Trust and its subsidiaries, or GOV, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted.  We believe the disclosures made are adequate to make the information presented not misleading.  However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2016, or our Annual Report.  In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included.  All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.  Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year’s presentation.
 
The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets, impairment of real estate and equity method investments and the valuation of intangible assets.
 
Note 2.    Recent Accounting Pronouncements
 
On January 1, 2017, we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2017-01, Clarifying the Definition of a Business, which provides additional guidance on evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or of a business. This update defines three requirements for a set of assets and activities (collectively referred to as a “set”) to be considered a business: inputs, processes and outputs. As a result of the implementation of this update, certain property acquisitions, which under previous guidance were accounted for as business combinations, are now accounted for as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under the previous guidance.

On January 1, 2017, we adopted FASB ASU No. 2016-09, Compensation - Stock Compensation, which identifies areas for simplification involving several aspects of accounting for share based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the condensed statement of cash flows. The adoption of ASU No. 2016-09 did not have a material impact in our condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers, which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In August 2015, the FASB provided for a one-year deferral of the effective date for ASU No. 2014-09, which is now effective for us beginning January 1, 2018. A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We are continuing to evaluate ASU No. 2014-09 (and related clarifying guidance issued by the FASB); however, we do not expect its adoption to have a significant impact on the timing of our revenue recognition in the consolidated financial statements with the exception of profit recognition on real estate sales. We currently have a deferred gain on sale of real estate of $712 that under current guidance would be recognized upon repayment of a promissory note we received in connection with the sale but will be recognized in its entirety upon adoption of ASU No. 2014-09. We currently expect to adopt the standard using the modified retrospective approach.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. This update is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted subject to certain conditions. Currently, changes in fair value of these investments are recorded through other comprehensive income. ASU No. 2016-01 states that these changes will be recorded through earnings. We are continuing to evaluate this guidance, but the implementation of this guidance will affect

5
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

how changes in the fair value of available for sale securities we hold are presented in our condensed consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-15 will have in our condensed consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents. Companies will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the condensed statement of cash flows. The new standard requires a reconciliation of the totals in the condensed statement of cash flows to the related captions in the balance sheets. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-18 will have in our condensed consolidated financial statements.

Note 3.    Weighted Average Common Shares
 
The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): 
 
 
For the Three Months
 
 
Ended March 31,
 
 
2017
 
2016
Weighted average common shares for basic earnings per share
 
71,079

 
71,031

Effect of dilutive securities: unvested share awards
 
15

 
—

Weighted average common shares for diluted earnings per share
 
71,094

 
71,031


Note 4.   Real Estate Properties
 
As of March 31, 2017, we owned 74 properties (96 buildings), with an undepreciated carrying value of $1,909,506, excluding one property (one building) classified as discontinued operations with an undepreciated carrying value of $12,260. We generally lease space at our properties on a gross lease or modified gross lease basis pursuant to fixed term contracts expiring between 2017 and 2032.  Our leases generally require us to pay all or some property operating expenses and to provide all or most property management services.  During the three months ended March 31, 2017, we entered into 12 leases for

6
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

360,103 rentable square feet, for a weighted (by rentable square feet) average lease term of 10.6 years and we made commitments for $2,241 of leasing related costs. As of March 31, 2017, we have estimated unspent leasing related obligations of $24,800, and we have committed to redevelop and expand an existing property prior to commencement of the lease with an estimated remaining cost to complete as of March 31, 2017 of $10,138. During the three months ended March 31, 2017, we capitalized $61 of interest expense related to the redevelopment and expansion of that existing property.
 
Acquisition Activities
 
During the three months ended March 31, 2017, we acquired an office property (one building) located in Manassas, VA with 69,374 rentable square feet.  This property was 100% leased to Prince William County on the date of acquisition.  This transaction was accounted for as an acquisition of assets. The purchase price was $12,641, including capitalized acquisition costs of $21.  Our allocation of the purchase price of this acquisition based on the estimated fair values of the acquired assets and assumed liabilities is presented in the table below. 
 
 
 
    
 
    
 
Number
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
of
 
 
 
 
 
 
 
Buildings
 
Other
Acquisition
 
 
 
 
 
Properties/
 
Square
 
Purchase
 
 
 
and
 
Assumed
Date
 
Location
 
Type
 
Buildings
 
Feet
 
Price
 
Land
 
Improvements
 
Assets
January 2017
 
Manassas, VA
 
Office
 
1/1
 
69,374

 
$
12,641

 
$
1,562

 
$
8,237

 
$
2,842

 
In August 2016, we entered an agreement to acquire transferable development rights that would allow us to expand a property we own in Washington, D.C. for a purchase price of $2,030, excluding acquisition costs. This acquisition is subject to conditions; accordingly, we cannot be sure that we will complete this acquisition, that this acquisition will not be delayed or that its terms will not change.

We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our long lived assets. If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives.
 
Disposition Activities – Discontinued Operations
 
In March 2016, we entered an agreement to sell an office property (one building) in Falls Church, VA with 164,746 rentable square feet and a net book value of $12,282 at March 31, 2017. In March 2017, we agreed to extend the closing date for this sale to June 1, 2017 and increased the sales price by $150, which we received as a non-refundable deposit.  The contract sales price is now $13,298, excluding closing costs. This sale is subject to conditions; accordingly, we cannot be sure that the sale of this property will be completed, that the sale will not be delayed or that its terms will not change. Results of operations for this property, which qualified as held for sale prior to our adoption in 2014 of ASU No. 2014-8, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, are classified as discontinued operations in our condensed consolidated financial statements.











7
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

Summarized balance sheet and income statement information for this property is as follows:

Balance Sheets 
 
 
March 31,
 
December 31,
 
 
2017
 
2016
Real estate properties, net
 
$
12,260

 
$
12,260

Other assets
 
278

 
281

Assets of discontinued operations
 
$
12,538

 
$
12,541

 
 
 
 
 
Other liabilities
 
$
52

 
$
45

Liabilities of discontinued operations
 
$
52

 
$
45

 
Statements of Operations
 
 
Three Months Ended March 31,
 
 
2017
 
2016
Rental income
 
$
7

 
$
28

Real estate taxes
 
(24
)
 
(23
)
Utility expenses
 
(46
)
 
(50
)
Other operating expenses
 
(53
)
 
(76
)
General and administrative
 
(28
)
 
(28
)
Loss from discontinued operations
 
$
(144
)
 
$
(149
)

Note 5.   Revenue Recognition
 
We recognize rental income from operating leases that contain fixed contractual rent changes on a straight line basis over the term of the lease agreements.  Certain of our leases with government tenants provide the tenant the right to terminate before the lease expiration date if the legislature or other funding authority does not appropriate the funding necessary for the government tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the fully executed term of the lease because we believe the occurrence of early terminations to be remote contingencies based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis.
 
We increased rental income to record revenue on a straight line basis by $1,300 and $149 for the three months ended March 31, 2017 and 2016, respectively. Rents receivable include $22,986 and $21,686 of straight line rent receivables, net of allowance for doubtful accounts of $156 and $155, at March 31, 2017 and December 31, 2016, respectively.

Note 6.   Concentration
 
Tenant and Credit Concentration
 
We define annualized rental income as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. The U.S. Government, 13 state governments, and four other government tenants combined were responsible for 87.9% and 92.8% of our annualized rental income, excluding one property (one building) classified as discontinued operations, as of March 31, 2017 and 2016, respectively. The U.S. Government is our largest tenant by annualized rental income and was responsible for 60.1% and 64.6% of our annualized rental income, excluding one property classified as discontinued operations, as of March 31, 2017 and 2016, respectively.
 
Geographic Concentration
 
At March 31, 2017, our 74 properties (96 buildings), excluding one property (one building) classified as discontinued operations, were located in 31 states and the District of Columbia.  Properties located in Virginia, California, the District of Columbia, Georgia, New York, Maryland and Massachusetts were responsible for 14.8%, 14.4%, 9.5%, 8.6%, 7.6%, 7.1% and 4.9% of our annualized rental income as of March 31, 2017, respectively.
 

8
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

Note 7.   Indebtedness
 
Our principal debt obligations at March 31, 2017 were: (1) $160,000 of outstanding borrowings under our $750,000 unsecured revolving credit facility; (2) an aggregate outstanding principal amount of $550,000 of unsecured term loans; (3) an aggregate outstanding principal amount of $660,000 of public issuances of senior unsecured notes; and (4) $27,129 aggregate principal amount of mortgage notes. 
 
Our $750,000 revolving credit facility, our $300,000 term loan and our $250,000 term loan are governed by a credit agreement with a syndicate of institutional lenders that includes a number of features common to all of these credit arrangements. This credit agreement also includes a feature under which the maximum aggregate borrowing availability may be increased to up to $2,500,000 on a combined basis in certain circumstances.

Our $750,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 31, 2019 and, subject to the payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date of our revolving credit facility by one year to January 31, 2020.  We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayment is due until maturity. We are required to pay interest at a rate of LIBOR plus a premium, which was 125 basis points per annum at March 31, 2017, on borrowings under our revolving credit facility.  We also pay a facility fee on the total amount of lending commitments under our revolving credit facility, which was 25 basis points per annum at March 31, 2017.  Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings.  As of March 31, 2017, the annual interest rate payable on borrowings under our revolving credit facility was 2.2% and the weighted average annual interest rate for borrowings under our revolving credit facility was 2.0% and 1.6%, respectively, for the three months ended March 31, 2017 and 2016.  As of both March 31, 2017 and April 25, 2017, we had $160,000 outstanding under our revolving credit facility.
 
Our $300,000 term loan, which matures on March 31, 2020, is prepayable without penalty at any time. We are required to pay interest at a rate of LIBOR plus a premium, which was 140 basis points per annum at March 31, 2017, on the amount outstanding under our $300,000 term loan. The interest rate premium is subject to adjustment based upon changes to our credit ratings.  As of March 31, 2017, the annual interest rate for the amount outstanding under our $300,000 term loan was 2.4%. The weighted average annual interest rate under our $300,000 term loan was 2.2% and 1.8%, respectively, for the three months ended March 31, 2017 and 2016.
 
Our $250,000 term loan, which matures on March 31, 2022, is prepayable without penalty at any time. We are required to pay interest at a rate of LIBOR plus a premium, which was 180 basis points per annum as of March 31, 2017, on the amount outstanding under our $250,000 term loan.  The interest rate premium is subject to adjustment based upon changes to our credit ratings. As of March 31, 2017, the annual interest rate for the amount outstanding under our $250,000 term loan was 2.8%.  The weighted average annual interest rate under our $250,000 term loan was 2.6% and 2.2%, respectively, for the three months ended March 31, 2017 and 2016.
 
Our credit agreement and senior notes indenture and its supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR LLC, ceasing to act as our business and property manager.  Our credit agreement and our senior notes indenture and its supplements also contain a number of covenants, including covenants that restrict our ability to incur debts, require us to maintain certain financial ratios and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances.  We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and senior notes indenture and its supplements at March 31, 2017.
 
At March 31, 2017, three of our properties (three buildings) with an aggregate net book value of $51,600 are encumbered by three mortgages for an aggregate principal amount of $27,129. Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants.

9
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)


Note 8.   Fair Value of Assets and Liabilities
 
The table below presents certain of our assets measured at fair value at March 31, 2017, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:
 
 
 
 
 
Fair Value at Reporting Date Using    
 
 
 
 
Quoted Prices in
 
 
 
Significant
 
 
Estimated
 
Active Markets for
 
Significant Other
 
Unobservable
 
 
Fair
 
Identical Assets
 
Observable Inputs
 
Inputs
Description
 
Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
Recurring Fair Value Measurements Assets:
 
 
 
 
 
 
 
 
Investment in RMR Inc. (1)
 
$
60,104

 
$
60,104

 
$
—

 
$
—

Non-Recurring Fair Value Measurements Assets:
 
 

 
 
 
 
 
 
Property held for sale and classified as discontinued operations (2)
 
$
12,260

 
$
—

 
$
—

 
$
12,260


(1)
Our 1,214,225 shares of class A common stock of The RMR Group Inc., or RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs).  Our historical cost basis for these shares is $26,888 as of March 31, 2017.  The net unrealized gain of $33,216 for these shares as of March 31, 2017 is included in cumulative other comprehensive income in our condensed consolidated balance sheets.
(2)
We estimated the fair value of this property at March 31, 2017 based upon broker estimates of value less estimated sale costs (Level 3 inputs as defined in the fair value hierarchy under GAAP).
    
In addition to the assets described in the table above, our financial instruments include cash and cash equivalents, restricted cash, rents receivable, mortgage note receivable, accounts payable, a revolving credit facility, term loans, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits.  At March 31, 2017 and December 31, 2016, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements due to their short term nature or variable interest rates, except as follows:
 
 
 
As of March 31, 2017
 
As of December 31, 2016
 
 
Carrying  Amount (1) 
 
Fair Value
 
Carrying  Amount (1) 
 
Fair Value
Senior unsecured notes, 3.75% interest rate, due in 2019
 
$
347,238

 
$
355,248

 
$
346,952

 
$
354,078

Senior unsecured notes, 5.875% interest rate, due in 2046
 
299,975

 
310,000

 
299,892

 
292,268

Mortgage note payable, 5.88% interest rate, due in 2021 (2)  
 
13,784

 
14,561

 
13,841

 
14,492

Mortgage note payable, 7.00% interest rate, due in 2019 (2)          
 
8,683

 
9,063

 
8,778

 
9,188

Mortgage note payable, 8.15% interest rate, due in 2021 (2)    
 
4,948

 
5,286

 
5,218

 
5,575

 
 
$
674,628

 
$
694,158

 
$
674,681

 
$
675,601


(1)
Carrying amount includes certain unamortized debt issuance costs and unamortized premiums and discounts.
(2)
We assumed these mortgages in connection with our acquisitions of the encumbered properties.  The stated interest rates for these mortgage debts are the contractually stated rates.  We recorded the assumed mortgages at estimated fair value on the date of acquisition and we are amortizing the fair value premiums, if any, to interest expense over the respective terms of the mortgages to reduce interest expense to the estimated market interest rates as of the date of acquisition.
 
We estimated the fair value of our senior unsecured notes due in 2019 using an average of the bid and ask price of the notes as of the measurement date (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair value of our senior unsecured notes due in 2046 based on the closing price on The NASDAQ Stock Market LLC, or Nasdaq, (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. We estimated the fair values of our mortgage notes payable by using discounted cash flow analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP).  Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value.


10
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

Note 9.   Shareholders’ Equity
 
Distributions
 
On February 23, 2017, we paid a regular quarterly distribution to common shareholders of record on January 23, 2017 of $0.43 per share, or $30,606. 

On April 11, 2017, we declared a regular quarterly distribution payable to common shareholders of record on April 21, 2017 of $0.43 per share, or $30,606. We expect to pay this distribution on or about May 22, 2017 using cash on hand and borrowings under our revolving credit facility.
 
Cumulative Other Comprehensive Income
    
Cumulative other comprehensive income represents the unrealized gain on the RMR Inc. shares we own and our share of the comprehensive income of our equity method investees, Select Income REIT, or SIR, and Affiliates Insurance Company, or AIC. The following table presents changes in the amounts we recognized in cumulative other comprehensive income by component for the three months ended March 31, 2017: 
 
 
 
Three Months Ended March 31, 2017
 
 
Unrealized Gain
 
Equity in
 
 
 
 
on Investment
 
Unrealized Gain
 
 
 
 
in Available for
 
of
 
 
 
 
Sale Securities
 
Investees
 
Total
Balance at December 31, 2016
 
$
21,074

 
$
5,883

 
$
26,957

Other comprehensive income before reclassifications
 
12,142

 
4,599

 
16,741

Amounts reclassified from cumulative other comprehensive income to net income (1) 
 
—

 
16

 
16

Net current period other comprehensive income
 
12,142

 
4,615

 
16,757

Balance at March 31, 2017
 
$
33,216

 
$
10,498

 
$
43,714


(1)
Amounts reclassified from cumulative other comprehensive income are included in equity in earnings of investees in our condensed consolidated statements of comprehensive income.
 
Note 10. Business and Property Management Agreements with RMR LLC
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations.
Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $2,704 and $2,508 for the three months ended March 31, 2017 and 2016, respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. 
Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $2,466 and $2,109 for the three months ended March 31, 2017 and 2016, respectively. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements.
We are generally responsible for all of our operating expenses, including certain expenses incurred by RMR LLC on our behalf. Our property level operating expenses, including certain payroll and related costs incurred by RMR LLC, are generally incorporated into rents charged to our tenants. We reimbursed RMR LLC $3,391 and $2,944 for property management related expenses for the three months ended March 31, 2017 and 2016, respectively, which amounts are included in other operating expenses in our condensed consolidated statements of comprehensive income. In addition, we are responsible for our share of RMR LLC’s costs for providing our internal audit function. The amount recognized as expense for internal audit costs was $67 for both the three months ended March 31, 2017 and 2016, which is included in general and administrative expenses in our condensed consolidated statements of comprehensive income.

11
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)


Note 11.   Related Person Transactions
We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., SIR, AIC and others related to them, including other companies to which RMR LLC provides management services and which have trustees, directors and officers who are also our Trustees or officers. 
Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 10 for further information regarding our management agreements with RMR LLC.
RMR Inc. RMR LLC is a subsidiary of RMR Inc. and RMR Inc. is the managing member of RMR LLC. The controlling shareholder of RMR Inc., ABP Trust, is owned by our Managing Trustees. As of March 31, 2017, we owned 1,214,225 shares of class A common stock of RMR Inc. See Note 8 for further information regarding our investment in RMR Inc.
SIR.  As of March 31, 2017, we owned 24,918,421 of SIR's common shares, or approximately 27.9% of its outstanding common shares.  Our Managing Trustees also serve as managing trustees of SIR, and our President and Chief Operating Officer also serves as the president and chief operating officer of SIR. RMR LLC provides management services to SIR and us. See Note 12 for further information regarding our investment in SIR.
AIC. We, SIR, ABP Trust and four other companies to which RMR LLC provides management services currently own AIC, an Indiana insurance company, in equal amounts. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC. As of March 31, 2017 and December 31, 2016, our investment in AIC had a carrying value of $7,485 and $7,235, respectively. These amounts are included in other assets in our condensed consolidated balance sheets. We recognized income related to our investment in AIC, which is presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income. Our other comprehensive income includes our proportionate part of unrealized gains on securities which are owned by AIC.
For further information about these and other such relationships and certain other related person transactions, refer to our Annual Report.
Note 12.   Equity Investment in Select Income REIT
 
As described in Note 11, as of March 31, 2017, we owned 24,918,421, or approximately 27.9%, of the then outstanding SIR common shares.  SIR is a real estate investment trust which owns properties that are primarily leased to single tenants. 
 
We account for our investment in SIR under the equity method.  Under the equity method, we record our proportionate share of SIR’s net income as equity in earnings of an investee in our condensed consolidated statements of comprehensive income.  We recorded $2,611 and $9,857 of equity in the earnings of SIR for the three months ended March 31, 2017 and 2016, respectively. Our other comprehensive income includes our proportionate share of SIR’s unrealized gains of $4,492 for both the three months ended March 31, 2017 and 2016.
 
The adjusted GAAP cost basis of our investments in SIR was less than our proportionate share of SIR’s total shareholders’ equity book value on the dates we acquired the shares. As of March 31, 2017, our remaining basis difference was $89,449 and as required under GAAP, we are accreting this basis difference to earnings over the estimated remaining useful lives of certain real estate assets and intangible assets and liabilities owned by SIR. This accretion increased our equity in the earnings of SIR by $736 and $740 for the three months ended March 31, 2017 and 2016, respectively.
    
As of March 31, 2017, our investment in SIR had a carrying value of $482,103 and a market value, based on the closing price of SIR common shares on the Nasdaq on March 31, 2017, of $642,646. We periodically evaluate our equity investment in SIR for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable.  These indicators may include the length of time the market value of our investment is below our cost basis, the financial condition of SIR, our intent and ability to be a long term holder of the investment and other considerations.  If the decline in fair value is judged to be other than temporary, we may record an impairment charge to adjust the basis of the investment to its fair value.
 
We received cash distributions from SIR totaling $12,708 and $12,459 during the three months ended March 31, 2017 and 2016, respectively.
 

12
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

The following are summarized financial data of SIR as reported in SIR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, or the SIR Quarterly Report. References in our condensed consolidated financial statements to the SIR Quarterly Report are included as references to the source of the data only, and the information in the SIR Quarterly Report is not incorporated by reference into our condensed consolidated financial statements.
 
Condensed Consolidated Balance Sheets
 
 
 
March 31,
 
December 31,
 
 
2017
 
2016
Real estate properties, net
 
$
3,881,945

 
$
3,899,792

Acquired real estate leases, net
 
486,932

 
506,298

Cash and cash equivalents
 
18,101

 
22,127

Rents receivable, net
 
111,688

 
124,089

Other assets, net
 
115,399

 
87,376

Total assets
 
$
4,614,065

 
$
4,639,682

 
 
 
 
 
Unsecured revolving credit facility
 
$
342,000

 
$
327,000

Unsecured term loan, net
 
348,497

 
348,373

Senior unsecured notes, net
 
1,431,368

 
1,430,300

Mortgage notes payable, net
 
245,418

 
245,643

Assumed real estate lease obligations, net
 
75,411

 
77,622

Other liabilities
 
120,168

 
136,782

Shareholders' equity
 
2,051,203

 
2,073,962

Total liabilities and shareholders' equity
 
$
4,614,065

 
$
4,639,682

Condensed Consolidated Statements of Income
 
 
Three Months Ended March 31,
 
 
2017
 
2016
Rental income
 
$
97,344

 
$
97,860

Tenant reimbursements and other income
 
18,950

 
19,372

Total revenues
 
116,294

 
117,232

 
 
 
 
 
Real estate taxes
 
10,843

 
10,288

Other operating expenses
 
12,867

 
12,958

Depreciation and amortization
 
33,740

 
33,469

Acquisition related costs
 
—

 
58

General and administrative
 
14,888

 
6,976

Reserve for straight line rent receivable, net
 
12,517

 
—

Loss on asset impairment
 
4,047

 
—

Total expenses
 
88,902

 
63,749

Operating income
 
27,392

 
53,483

 
 
 
 
 
Dividend income
 
397

 
—

Interest expense
 
(21,087
)
 
(20,609
)
Income before income tax expense and equity in earnings of an investee
 
6,702

 
32,874

Income tax expense
 
(102
)
 
(139
)
Equity in earnings of an investee
 
128

 
77

Net income
 
6,728

 
32,812

Net income allocated to noncontrolling interest
 
—

 
(33
)
Net income attributed to SIR
 
$
6,728

 
$
32,779

 
 
 
 
 
Weighted average common shares outstanding (basic)
 
89,331

 
89,286

Weighted average common shares outstanding (diluted)
 
$
89,348

 
$
89,295

Net income attributed to SIR per common share (basic and diluted)
 
$
0.08

 
$
0.37

 

13
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

Note 13.   Segment Information
 
We operate in two separate reportable business segments: ownership of properties that are primarily leased to government tenants and our equity method investment in SIR.
 
 
Three Months Ended March 31, 2017
 
 
Investment
 
Investment
 
 
 
 
 
 
in Real Estate
 
in SIR
 
Corporate
 
Consolidated
Rental income
 
$
69,296

 
$
—

 
$
—

 
$
69,296

 
 
 
 
 
 
 
 
 
Expenses:
 
 

 
 

 
 

 
 

Real estate taxes
 
8,177

 
—

 
—

 
8,177

Utility expenses
 
4,606

 
—

 
—

 
4,606

Other operating expenses
 
13,992

 
—

 
—

 
13,992

Depreciation and amortization
 
20,505

 
—

 
—

 
20,505

General and administrative
 
—

 
—

 
3,962

 
3,962

Total expenses
 
47,280

 
—

 
3,962

 
51,242

 
 
 
 
 
 
 
 
 
Operating income (loss)
 
22,016

 
—

 
(3,962
)
 
18,054

Dividend income
 
—

 
—

 
304

 
304

Interest income
 
46

 
—

 
15

 
61

Interest expense
 
(432
)
 
—

 
(13,149
)
 
(13,581
)
Income (loss) from continuing operations before
 
 

 
 

 
 

 
 

income taxes and equity in earnings of investees
 
21,630

 
—

 
(16,792
)
 
4,838

Income tax expense
 
—

 
—

 
(18
)
 
(18
)
Equity in earnings of investees
 
—

 
2,611

 
128

 
2,739

Income (loss) from continuing operations
 
21,630

 
2,611

 
(16,682
)
 
7,559

Loss from discontinued operations
 
(144
)
 
—

 
—

 
(144
)
Net income (loss)
 
$
21,486

 
$
2,611

 
$
(16,682
)
 
$
7,415

 
 
 
 
As of March 31, 2017
 
 
Investment
 
Investment
 
 
 
 
 
 
in Real Estate
 
in SIR
 
Corporate
 
Consolidated
Total Assets
 
$
1,811,545

 
$
482,103

 
$
83,402

 
$
2,377,050



 

14
GOVERNMENT PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
(unaudited)

 
 
Three Months Ended March 31, 2016
 
 
Investment
 
Investment
 
 
 
 
 
 
in Real Estate
 
in SIR
 
Corporate
 
Consolidated
Rental income 
 
$
63,611

 
$
—

 
$
—

 
$
63,611

 
 
 
 
 
 
 
 
 
Expenses:
 
 

 
 

 
 

 
 

Real estate taxes
 
7,653

 
—

 
—

 
7,653

Utility expenses
 
4,174

 
—

 
—

 
4,174

Other operating expenses
 
12,911

 
—

 
—

 
12,911

Depreciation and amortization
 
18,324

 
—

 
—

 
18,324

Acquisition related costs
 
152

 
—

 
—

 
152

General and administrative
 
—

 
—

 
3,526

 
3,526

Total expenses
 
43,214

 
—

 
3,526

 
46,740

 
 
 
 
 
 
 
 
 
Operating income (loss)
 
20,397

 
—

 
(3,526
)
 
16,871

Interest income
 
—

 
—

 
6

 
6

Interest expense
 
(1,095
)
 
—

 
(8,269
)
 
(9,364
)
Gain on early extinguishment of debt
 
104

 
—

 
—

 
104

Income (loss) from continuing operations before income
 
 

 
 

 
 

 
 

income taxes and equity in earnings of investees
 
19,406

 
—

 
(11,789
)
 
7,617

Income tax expense
 
—

 
—

 
(15
)
 
(15
)
Equity in earnings of investees
 
—

 
9,857

 
77

 
9,934

Income (loss) from continuing operations
 
19,406

 
9,857

 
(11,727
)
 
17,536

Loss from discontinued operations
 
(149
)
 
—

 
—

 
(149
)
Net income (loss)
 
$
19,257

 
$
9,857

 
$
(11,727
)
 
$
17,387

 
 
As of December 31, 2016
 
 
Investment
 
Investment
 
 
 
 
 
 
in Real Estate
 
in SIR
 
Corporate
 
Consolidated
Total Assets
 
$
1,807,560

 
$
487,708

 
$
89,798

 
$
2,385,066



15

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our Annual Report on Form 
10-K for the year ended December 31, 2016, or our Annual Report.
 
OVERVIEW
 
We are a real estate investment trust, or REIT, organized under Maryland law. As of March 31, 2017, we owned 74 properties (96 buildings), excluding one property (one building) classified as discontinued operations.  Our properties are located in 31 states and the District of Columbia and contain approximately 11.5 million rentable square feet, of which 58.2% was leased to the U.S. Government, 21.7% was leased to 13 state governments, 3.2% was leased to four other government tenants, 3.6% was leased to government contractor tenants, 8.4% was leased to various other non-governmental organizations and 4.9% was available for lease as of March 31, 2017. The U.S. Government, 13 state governments and four other government tenants combined were responsible for 87.9% and 92.8% of our annualized rental income as of March 31, 2017 and 2016, respectively. The term annualized rental income as used in this section is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.
 
As of March 31, 2017, we also owned 24,918,421 common shares, or approximately 27.9% of the then outstanding common shares, of Select Income REIT, or SIR. SIR is a REIT which owns properties that are primarily leased to single tenants.  See Notes 11 and 12 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding our investment in SIR. We account for our investment in SIR under the equity method.
 
Property Operations
 
As of March 31, 2017, excluding one property (one building) classified as discontinued operations, 95.1% of our rentable square feet was leased, compared to 94.9% of our rentable square feet as of March 31, 2016.  Occupancy data for our properties as of March 31, 2017 and 2016 is as follows (square feet in thousands):
 
 
 
 
 
 
Comparable
 
 
All Properties (1)
 
Properties (2)
 
 
March 31,
 
March 31,
 
 
2017
 
2016
 
2017
 
2016
Total properties
 
74

 
72

 
70

 
70

Total buildings
 
96

 
92

 
90

 
90

Total square feet (3)
 
11,512

 
10,985

 
10,612

 
10,612

Percent leased (4)     
 
95.1
%
 
94.9
%
 
95.1
%
 
95.4
%

(1)
Based on properties we owned on March 31, 2017 and 2016, respectively, and excludes one property (one building) classified as discontinued operations.
(2)
Based on properties we owned on March 31, 2017 and which we owned continuously since January 1, 2016, and excludes one property (one building) classified as discontinued operations.  Our comparable properties decreased from 71 properties (91 buildings) at March 31, 2016 as a result of the sale of one property (one building) during the year ended December 31, 2016.
(3)
Subject to changes when space is re-measured or re-configured for tenants.
(4)
Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.
 
The average annualized effective rental rate per square foot for our properties for the three months ended March 31, 2017 and 2016 are as follows:
 
 
Three Months Ended March 31,
 
 
2017
 
2016
Average annualized effective rental rate per square foot (1):
 
 
 
 
  All properties (2)
 
$
25.55

 
$
25.04

  Comparable properties (3)
 
$
25.14

 
$
24.88



16

(1)
Average annualized effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet leased during the period specified. Excludes one property (one building) classified as discontinued operations.
(2)
Based on properties we owned on March 31, 2017 and 2016, respectively, and excludes one property (one building) classified as discontinued operations.
(3)
Based on properties we owned on March 31, 2017 and which we owned continuously since January 1, 2016 and excludes one property (one building) classified as discontinued operations.

During the three months ended March 31, 2017, changes in rentable square feet leased and available for lease at our properties, excluding one property (one building) classified as discontinued operations, were as follows:
 
 
 
Three Months Ended March 31, 2017
 
 
 
 
Available
 
 
 
 
Leased
 
for Lease
 
Total
Beginning of period
 
10,881,289

 
561,224

 
11,442,513

Changes resulting from:
 
 

 
 

 
 
Acquisition of properties
 
69,374

 
—

 
69,374

Lease expirations
 
(360,147
)
 
360,147

 
—

Lease renewals (1)
 
345,541

 
(345,541
)
 
—

New leases (1)
 
14,562

 
(14,562
)
 
—

End of period
 
10,950,619

 
561,268

 
11,511,887


(1)
Based on leases entered into during the three months ended March 31, 2017.
 
Leases at our properties totaling 360,147 rentable square feet expired during the three months ended March 31, 2017. During the three months ended March 31, 2017, we entered into leases totaling 360,103 rentable square feet, including lease renewals of 345,541 rentable square feet.  The weighted (by rentable square feet) average rental rates for leases of 324,127 rentable square feet entered into with government tenants during the three months ended March 31, 2017 increased by 4.5% when compared to the weighted (by rentable square feet) average prior rents for the same space. The weighted (by rentable square feet) average rental rates for leases of 35,976 rentable square feet entered into with non-government tenants during the three months ended March 31, 2017 increased by 7.1% when compared to the weighted (by rentable square feet) average rental rates previously charged for the same space.
 
During the three months ended March 31, 2017, changes in effective rental rates per square foot achieved for new leases and lease renewals that commenced during the three months ended March 31, 2017, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows: 
 
 
Three Months Ended March 31, 2017
 
 
Old Effective
 
New Effective
 
    
 
 
Rent Per
 
Rent Per
 
Rentable
 
 
Square Foot (1)
 
Square Foot (1)
 
Square Feet
New leases
 
$
24.24

 
$
21.64

 
$
45,114

Lease renewals
 
$
7.76

 
$
8.12

 
$
331,465

Total leasing activity
 
$
9.74

 
$
9.74

 
$
376,579

(1)
Effective rental rate includes contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated expense reimbursements to be paid to us, and excluding lease value amortization.


17

During the three months ended March 31, 2017, commitments made for expenditures, such as tenant improvements and leasing costs, in connection with leasing space at our properties were as follows:
 
 
Government
 
Non-Government
 
 
Three Months Ended March 31, 2017
 
Leases
 
Leases
 
Total
Rentable square feet leased during the period
 
324,127

 
35,976

 
360,103

Tenant leasing costs and concession commitments (1) (in thousands)
 
$
879

 
$
1,362

 
$
2,241

Tenant leasing costs and concession commitments per rentable square foot (1)
 
$
2.71

 
$
37.87

 
$
6.22

Weighted (by square feet) average lease term (years)
 
 10.9

 
 7.1

 
 10.6

Total leasing costs and concession commitments per rentable square foot per year (1)
 
$
0.25

 
$
5.36

 
$
0.59


(1)
Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.

During the three months ended March 31, 2017 and 2016, amounts capitalized at our properties, excluding one property (one building) classified as discontinued operations, for tenant improvements, leasing costs, building improvements and development and redevelopment activities were as follows (dollars in thousands):
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Tenant improvements (1)
 
$
2,403

 
$
1,989

Leasing costs (2)
 
$
1,087

 
$
4,312

Building improvements (3)
 
$
1,778

 
$
3,033

Development, redevelopment and other activities (4)
 
$
6,281

 
$
768


(1)
Tenant improvements include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space.
(2)
Leasing costs include leasing related costs, such as brokerage commissions and other tenant inducements.
(3)
Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.
(4)
Development, redevelopment and other activities generally include (i) capital expenditures that are identified at the time of a property acquisition and incurred within a short time period after acquiring the property, and (ii) capital expenditure projects that reposition a property or result in new sources of revenue.
 
As of March 31, 2017, we have estimated unspent leasing related obligations of $24,800 and have committed to redevelop and expand an existing property prior to commencement of the lease with an estimated remaining cost to complete as of March 31, 2017 of $10,138.
 
We believe that current government budgetary pressures have resulted in a decrease in government employment, government tenants reducing their space utilization per employee and consolidation of government tenants into existing government owned properties, thereby reducing the demand for government leased space. Our historical experience with respect to properties of the type we own that are majority leased to government tenants has been that government tenants frequently renew leases to avoid the costs and disruptions that may result from relocating their operations. However, efforts to reduce space utilization rates may result in our tenants exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or in renewing their leases for less space than they currently occupy. Further, the need to reconfigure leased office space to reduce utilization per employee may require us to spend increased amounts for tenant improvements, and relocation has become more prevalent in instances where efforts by government tenants to reduce their space utilization require a significant reconfiguration of currently leased space. Moreover, uncertainty with respect to government agency budgets and a lack of adequate funding to implement relocations, consolidations and reconfigurations have resulted in delayed space decisions and reliance on short term lease renewals by government tenants. Accordingly, we are unable to reasonably project what the financial impact of market conditions or changing government financial circumstances will be on our financial results for future periods.

The Internal Revenue Service, or IRS, has publicly stated that it plans to discontinue its tax return processing operations at our property located in Fresno, CA in 2021. The IRS lease for this property, which accounted for approximately 3.1% of our annualized rental income as of March 31, 2017, expires in 2021. The IRS has also publicly stated that it plans to discontinue its tax return processing operations in Covington, KY in 2019. Our property located in Florence, KY is leased to the IRS and we believe it is used to support the Covington, KY operations. This IRS lease, which accounted for approximately 0.9% of our

18

annualized rental income as of March 31, 2017, expires in 2022 but is subject to early termination rights beginning in June 2017. The IRS has not notified us of its intentions regarding the Fresno, CA or Covington, KY properties.
    
As of March 31, 2017, we had leases totaling 360,147 rentable square feet that were scheduled to expire through March 31, 2018. As of April 25, 2017, tenants with leases totaling 116,281 rentable square feet that are scheduled to expire through March 31, 2018, have notified us that they do not plan to renew their leases upon expiration and we cannot be sure as to whether other tenants may or may not renew their leases upon expiration.  Based upon current market conditions and tenant negotiations for leases scheduled to expire through March 31, 2018, we expect that the rental rates we are likely to achieve on new or renewed leases for space under leases expiring through March 31, 2018 will, in the aggregate and on a weighted (by annualized revenues) average basis, be lower than the rates currently being paid, thereby generally resulting in lower revenue from the same space. We cannot be sure of the rental rates which will result from our ongoing negotiations regarding lease renewals or any new leases we may enter into; also, we may experience material declines in our rental income due to vacancies upon lease expirations or early terminations. Prevailing market conditions and government and other tenants' needs at the time we negotiate and enter leases will generally determine rental rates and demand for leased space at our properties, and market conditions and government and other tenants' needs are beyond our control.
 
As of March 31, 2017, lease expirations at our properties, excluding one property (one building) classified as discontinued operations, by year are as follows (dollars in thousands):
 
 
 
Number
 
Expirations
 
 
 
 
 
 
 
Annualized
 
 
 
 
 
 
of
 
of Leased
 
 
 
 
 
Cumulative
 
Rental
 
 
 
Cumulative
 
 
Tenants
 
Square
 
 
 
Percent
 
Percent
 
Income
 
Percent
 
Percent
Year (1)
 
Expiring
 
Feet (2)
 
 
 
of Total
 
of Total
 
Expiring
 
of Total
 
of Total
2017
 
34

 
865,354

 
 
 
7.9
%
 
7.9
%
 
$
19,397

 
7.1
%
 
7.1
%
2018
 
40

 
904,342

 
 
 
8.3
%
 
16.2
%
 
34,221

 
12.5
%
 
19.6
%
2019
 
42

 
1,908,746

 
 
 
17.4
%
 
33.6
%
 
57,922

 
21.1
%
 
40.7
%
2020
 
34

 
1,309,087

 
 
 
12.0
%
 
45.6
%
 
31,038

 
11.3
%
 
52.0
%
2021
 
35

 
1,059,534

 
 
 
9.7
%
 
55.3
%
 
20,648

 
7.5
%
 
59.5
%
2022
 
24

 
913,979

 
 
 
8.3
%
 
63.6
%
 
21,894

 
8.0
%
 
67.5
%
2023
 
16

 
600,877

 
 
 
5.5
%
 
69.1
%
 
13,789

 
5.0
%
 
72.5
%
2024
 
15

 
991,572

 
 
 
9.1
%
 
78.2
%
 
22,636

 
8.2
%
 
80.7
%
2025
 
12

 
601,162

 
 
 
5.5
%
 
83.7
%
 
11,539

 
4.2
%
 
84.9
%
2026 and thereafter
 
26

 
1,795,966

 
(3) 
 
16.3
%
 
100.0
%
 
41,639

 
15.1
%
 
100.0
%
Total
 
278

 
10,950,619

 
 
 
100.0
%
 
 
 
$
274,723

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average remaining lease term (in years)
 
5.1
 
 
 
 
 
 
 
4.7
 
 
 
 

(1)
The year of lease expiration is pursuant to current contract terms. Some government tenants have the right to vacate their space before the stated expirations of their leases. As of March 31, 2017, government tenants occupying approximately 11.7% of our rentable square feet and responsible for approximately 9.2% of our annualized rental income as of March 31, 2017 have currently exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2026 and 2027, early termination rights become exercisable by other tenants who currently occupy an additional approximately 2.3%, 2.2%, 4.9%, 7.0%, 0.7%, 2.9%, 1.9%, 0.9% and 0.6% of our rentable square feet, respectively, and contribute an additional approximately 1.7%, 2.8%, 5.1%, 7.4%, 0.6%, 2.3%, 1.7%, 1.2% and 0.6% of our annualized rental income, respectively, as of March 31, 2017. In addition, as of March 31, 2017, 15 of our government tenants have currently exercisable rights to terminate their leases if the legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These 15 tenants occupy approximately 17.2% of our rentable square feet and contribute approximately 16.8% of our annualized rental income as of March 31, 2017.

(2)
Leased square feet is pursuant to leases existing as of March 31, 2017, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any.  Square feet measurements are subject to changes when space is re-measured or re-configured for new tenants.

(3)
Leased square footage excludes a 25,579 square foot expansion to be constructed at an existing property prior to the commencement of the lease.

Acquisition and Disposition Activities (dollar amounts in thousands)
 
In January 2017, we acquired an office property (one building) located in Manassas, VA with 69,374 rentable square feet for a purchase price of $12,620, excluding capitalized acquisition costs of $21, using cash on hand and borrowings under our revolving credit facility.  We acquired this property at a capitalization rate of 8.6%.  We calculate the capitalization rate for property acquisitions as the ratio of (x) annual straight line rental income, excluding the impact of above and below market lease amortization, based on leases in effect on the acquisition date, less estimated annual property operating expenses as of the acquisition date, excluding depreciation and amortization expense, to (y) the acquisition purchase price, including the principal amount of assumed debt, if any, and excluding acquisition costs.

19


In August 2016, we entered an agreement to acquire transferable development rights that would allow us to expand a property we own in Washington, D.C. for a purchase price of $2,030, excluding acquisition costs. This acquisition is currently expected to occur in the second quarter of 2017.

In March 2016, we entered an agreement to sell an office property (one building) in Falls Church, VA with 164,746 rentable square feet and a net book value of $12,282 at March 31, 2017. In March 2017, we agreed to extend the closing date for this sale to June 1, 2017 and increased the sales price by $150, which we received as a non-refundable deposit.  The contract sales price is now $13,298, excluding closing costs. 
    
Our pending acquisition and disposition are subject to conditions; accordingly, we cannot be sure that we will complete these transactions or that they will not be delayed or that their terms will not change.    
 
Our strategy related to property acquisitions and dispositions is materially unchanged from that disclosed in our Annual Report. We continue to explore and evaluate for possible acquisition additional properties that are majority leased to government tenants and government contractor tenants; however, we cannot be sure that we will reach any agreement to acquire such properties, or that if we do reach any such agreement, that we will complete any acquisitions. Although we have not identified properties for disposition other than the property described above, we expect to periodically identify properties for sale based on future changes in market conditions, changes in property performance, our expectation regarding lease renewals, our plans with regard to particular properties or alternative opportunities we may wish to pursue. Our plans for particular properties and other strategic considerations may cause us to change our acquisition and disposition strategies, and we may do so at any time and without shareholder approval.

20


RESULTS OF OPERATIONS (amounts in thousands, except per share amounts)
 
Three Months Ended March 31, 2017, Compared to Three Months Ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
Acquired  Properties
 
Disposed Property
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Results (2)
 
Results (3) 
 
 
 
 
 
 
 
 
 
 
Comparable Properties Results (1)
 
Three Months Ended
 
Three Months Ended
 
Consolidated Results
 
 
Three Months Ended March 31,
 
March 31,
 
March 31,
 
Three Months Ended March 31,
 
 

 

 
$
 
%
 

 

 

 

 

 

 
$
 
%
 
 
2017
 
2016
 
Change
 
Change
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
Change
 
Change
Rental income
 
$
62,872

 
$
62,079

 
$
793

 
1.3
%
 
$
6,424

 
$
1,532

 
$
—

 
$
—

 
$
69,296

 
$
63,611

 
$
5,685

 
8.9
%
Operating expenses:
 
 

 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Real estate taxes
 
7,540

 
7,511

 
29

 
0.4
%
 
637

 
127

 
—

 
15

 
8,177

 
7,653

 
524

 
6.8
%
Utility expenses
 
4,153

 
4,065

 
88

 
2.2
%
 
453

 
98

 
—

 
11

 
4,606

 
4,174

 
432

 
10.3
%
Other operating expenses
 
12,929

 
12,538

 
391

 
3.1
%
 
1,063

 
346

 
—

 
27

 
13,992

 
12,911

 
1,081

 
8.4
%
Total operating expenses
 
24,622

 
24,114

 
508

 
2.1
%
 
2,153

 
571

 
—

 
53

 
26,775

 
24,738

 
2,037

 
8.2
%
Net operating income (4)
 
$
38,250

 
$
37,965

 
$
285

 
0.8
%
 
$
4,271

 
$
961

 
$
—

 
$
(53
)
 
42,521

 
38,873

 
3,648

 
9.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other expenses:
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
 

 
 

 
 
 
 

Depreciation and amortization
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
20,505

 
18,324

 
2,181

 
11.9
%
Acquisition related costs
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
—

 
152

 
(152
)
 
(100.0
%)
General and administrative
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
3,962

 
3,526

 
436

 
12.4
%
Total other expenses
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
24,467

 
22,002

 
2,465

 
11.2
%
Operating income
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
18,054

 
16,871

 
1,183

 
7.0
%
Dividend income
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
304

 
—

 
304

 
nm

Interest income
 
 

 
 

 
 
 
 

 
 

 
 

 
 
 
 
 
61

 
6

 
55

 
nm

Interest expense (including net amortization of debt premiums and discounts and debt issuance costs of $807 and $471, respectively)
 
(13,581
)
 
(9,364
)
 
(4,217
)
 
45.0
%
Gain on early extinguishment of debt
 
—

 
104

 
(104
)
 
(100.0
%)
Income from continuing operations before income taxes and equity in earnings of investees
 
4,838

 
7,617

 
(2,779
)
 
(36.5
%)
Income tax expense
 
(18
)
 
(15
)
 
(3
)
 
20.0
%
Equity in earnings of investees
 
2,739

 
9,934

 
(7,195
)
 
(72.4
%)
Income from continuing operations
 
7,559

 
17,536

 
(9,977
)
 
(56.9
%)
Loss from discontinued operations
 
(144
)
 
(149
)
 
5

 
(3.4
%)
Net income
 
$
7,415

 
$
17,387

 
$
(9,972
)
 
(57.4
%)
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
 
71,079

 
71,031

 
48

 
0.1
%
Weighted average common shares outstanding (diluted)
 
71,094

 
71,031

 
63

 
0.1
%
 
 
 
 
 
 
 
 
 
Per common share amounts (basic and diluted):
 
 

 
 

 
 
 
 

Income from continuing operations
 
$
0.11

 
$
0.25

 
$
(0.14
)
 
(56.0
%)
Loss from discontinued operations
 
$
—

 
$
—

 
$
—

 
—
%
Net income
 
$
0.10

 
$
0.24

 
$
(0.14
)
 
(58.3
%)
 
 
 
 
 
 
 
 
 
Reconciliation of Net Income to NOI: (4)
 
 
 
 
 
 
 
 
Net income
 
$
7,415

 
$
17,387

 
 
 
 
Loss from discontinued operations
 
144

 
149

 
 
 
 
Income from continuing operations
 
7,559

 
17,536

 
 
 
 
Equity in earnings of investees
 
(2,739)

 
(9,934)

 
 
 
 
Income tax expense
 
18

 
15

 
 
 
 
Gain on early extinguishment of debt
 
—

 
(104
)
 
 
 
 
Interest expense
 
13,581

 
9,364

 
 
 
 
Interest income
 
(61)

 
(6)

 
 
 
 
Dividend income
 
(304)

 
—

 
 
 
 
Operating income
 
18,054

 
16,871

 
 
 
 
General and administrative
 
3,962

 
3,526

 
 
 
 
Acquisition related costs
 
—

 
152

 
 
 
 
Depreciation and amortization
 
20,505

 
18,324

 
 
 
 
NOI
 
$
42,521

 
$
38,873

 
 
 
 


21

Reconciliation of Net Income to Funds From Operations and Normalized Funds From Operations (5)
 
 

 
 

 
 
 
 
 
 
2017
 
2016
 
 
 
 
Net income
 
$
7,415

 
$
17,387

 
 
 
 
Plus: Depreciation and amortization
 
20,505

 
18,324

 
 
 
 
Plus: FFO attributable to Select Income REIT investment
 
12,404

 
18,458

 
 
 
 
Less: Equity in earnings from Select Income REIT
 
(2,611
)
 
(9,857
)
 
 
 
 
Funds from operations
 
37,713

 
44,312

 
 
 
 
Plus: Acquisition related costs
 
—

 
152

 
 
 
 
Plus: Normalized FFO attributable to Select Income REIT investment
 
14,590

 
18,475

 
 
 
 
Less: FFO attributable to Select Income REIT investment
 
(12,404
)
 
(18,458
)
 
 
 
 
Less: Gain on early extinguishment of debt
 
—

 
(104
)
 
 
 
 
Normalized funds from operations
 
$
39,899

 
$
44,377

 
 
 
 
 
 
 
 
 
 
 
 
 
Funds from operations per common share (basic and diluted)
 
$
0.53

 
$
0.62

 
 
 
 
Normalized funds from operations per common share (basic and diluted)
 
$
0.56

 
$
0.62

 
 
 
 
(1)
Comparable properties consist of 70 properties (90 buildings) we owned on March 31, 2017 and which we owned continuously since January 1, 2016, and excludes one property (one building) classified as discontinued operations.
(2)
Acquired properties consist of four properties (six buildings) we acquired since January 1, 2016.
(3)
Disposed property consists of one property (one building) we sold in July 2016.
(4)
The calculation of net operating income, or NOI, excludes certain components of net income in order to provide results that are more closely related to our property level results of operations. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions because we record those amounts as depreciation and amortization. We consider NOI to be an appropriate supplemental measure to net income because it may help both investors and management to understand the operations of our properties. We use NOI to evaluate individual and company wide property level performance, and we believe that NOI provides useful information to investors regarding our results of operations because it reflects only those income and expense items that are generated and incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. NOI does not represent cash generated by operating activities in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. This measure should be considered in conjunction with net income and operating income as presented in our Condensed Consolidated Statements of Comprehensive Income. Other REITs and real estate companies may calculate NOI differently than we do.
(5)
We calculate funds from operations, or FFO, and normalized funds from operations, or 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 us. Our calculation of Normalized FFO differs from NAREIT's definition of FFO because we include the difference between FFO and Normalized FFO attributable to our equity investment in SIR, we include 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 our 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 determined at the end of the calendar year, and we exclude acquisition related costs and gains on early extinguishment of debt . We consider FFO and Normalized FFO to be appropriate supplemental measures of operating performance for a REIT, along with net income and operating income. We believe 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 our operating performance between periods and with other REITs. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance, our receipt of distributions from SIR and our expected needs and availability of cash to pay our 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 our operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income and operating income as presented in our Condensed Consolidated Statements of Comprehensive Income. Other REITs and real estate companies may calculate FFO and Normalized FFO differently than we do.
 
We refer to the 70 properties (90 buildings) we owned on March 31, 2017 and which we have owned continuously since January 1, 2016, excluding one property (one building) classified as discontinued operations, as comparable properties. We refer to the four properties (six buildings) which we acquired since January 1, 2016 as the acquired properties. We refer to the one property (one building) we sold in July 2016 as the disposed property.
 
Our condensed consolidated statements of comprehensive income for the three months ended March 31, 2017 include the operating results of three acquired properties (five buildings) for the entire period, as we acquired those properties prior to January 1, 2017, and include the operating results of one acquired property (one building) for less than the entire period, as we acquired that property during the 2017 period and exclude the operating results of one disposed property for the entire period, as we sold that property prior to January 1, 2017. Our condensed consolidated statements of comprehensive income for the three months ended March 31, 2016 include the operating results of one acquired property (one building) for less than the entire period, as we acquired that property during the 2016 period and include the operating results of the one disposed property for the entire period, as we sold that property after March 31, 2016.
 

22

References to changes in the income and expense categories below relate to the comparison of consolidated results for the three month period ended March 31, 2017, compared to the three month period ended March 31, 2016.
 
Rental income. The increase in rental income reflects an increase in rental income for comparable properties and the effect of the acquired properties. Rental income for comparable properties increased $793 due primarily to increases in rental rates and occupied space at certain of our properties in the 2017 period. Rental income increased $4,892 as a result of the acquired properties.  Rental income includes non-cash straight line rent adjustments totaling $1,300 in the 2017 period and $149 in the 2016 period, and amortization of acquired leases and assumed lease obligations totaling ($627) in the 2017 period and ($307) in the 2016 period.
 
Real estate taxes. The increase in real estate taxes reflects an increase in real estate taxes for comparable properties and the net effect of the acquired properties and the disposed property. Real estate taxes for comparable properties increased $29 due primarily to the effect of higher real estate tax valuation assessments at certain of our properties in the 2017 period. Real estate taxes increased $510 as a result of the acquired properties, partially offset by a decrease of $15 as a result of the disposed property.
 
Utility expenses. The increase in utility expenses reflects an increase in utility expenses for comparable properties and the net effect of the acquired properties and the disposed property. Utility expenses at comparable properties increased $88 primarily due to an increase in electricity usage at certain of our buildings during the 2017 period. Utility expenses increased $355 as a result of the acquired properties, partially offset by a decrease of $11 as a result of the disposed property.
 
Other operating expenses. Other operating expenses consist of salaries and benefit costs of property level personnel, repairs and maintenance expense, cleaning expense, other direct costs of operating our properties and property management fees. The increase in other operating expenses reflects an increase in expenses for comparable properties and the net effect of the acquired properties and the disposed property. Other operating expenses at comparable properties increased $391 primarily as a result of higher repairs and maintenance costs at certain of our properties during the 2017 period, partially offset by lower snow removal costs at certain of our properties during the 2017 period. Other operating expenses increased $717 as a result of the acquired properties, offset by a decrease of $27 as a result of the disposed property.
 
Depreciation and amortization. The increase in depreciation and amortization reflects the effect of improvements made to certain of our comparable properties, partially offset by the effect of certain assets becoming fully depreciated and the acquired properties. Depreciation and amortization at comparable properties increased $413 due primarily to depreciation and amortization of improvements made to certain of our properties after January 1, 2016, partially offset by certain leasing related assets becoming fully depreciated after January 1, 2016. Depreciation and amortization increased $1,768 as a result of the acquired properties. 
 
Acquisition related costs. Acquisition related costs include legal and diligence costs incurred in connection with our property acquisition activities that were expensed in accordance with GAAP.
 
General and administrative. General and administrative expenses consist of fees pursuant to our business management agreement, equity compensation expense, legal and accounting fees, Trustees’ fees and expenses, securities listing and transfer agency fees and other costs relating to our status as a publicly traded company. The increase in general and administrative expenses is primarily as a result of an increase in business management fees due to our acquisitions and an increase in our equity compensation expense during the 2017 period.
 
Dividend income. Dividend income consists of dividends received from our investment in RMR Inc.
 
Interest income. The increase in interest income in the 2017 period is primarily the result of interest earned from the mortgage financing we provided to the purchaser of one of our properties in July 2016.
 
Interest expense. The increase in interest expense reflects higher average outstanding debt balances and higher weighted average interest rates on borrowings during the 2017 period compared to the 2016 period.

Gain on early extinguishment of debt. We recorded a net $104 gain on early extinguishment of debt in the 2016 period in
connection with the prepayment of two mortgage notes.
  
Income tax expense. The increase in income tax expense reflects higher operating income in certain jurisdictions in the 2017 period that is subject to state income taxes.
 

23

Equity in earnings of investees. Equity in earnings of investees represents our proportionate share of earnings from our investments in SIR and Affiliates Insurance Company, or AIC. The decrease in the 2017 period is primarily the result of a decline in SIR's net income for the 2017 period.
 
Loss from discontinued operations. Loss from discontinued operations reflects operating results for one property (one building) included in discontinued operations during the 2017 and 2016 periods.  
 
Net income. Our net income decreased in the 2017 period compared to the 2016 period as a result of the changes noted above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Our Operating Liquidity and Resources (dollar amounts in thousands)
 
Our principal sources of funds to meet operating and capital expenses, debt service obligations and pay distributions on our common shares are the operating cash flows we generate as rental income from our properties, the distributions we receive from our investments in SIR and RMR Inc. and borrowings under our revolving credit facility. We believe that these sources of funds will be sufficient to meet our operating and capital expenses and debt service obligations and pay distributions on our common shares for the next 12 months and for the foreseeable future thereafter. Our future cash flows from operating activities will depend primarily upon: 
•
our ability to maintain or increase the occupancy of, and the rental rates at, our properties;
•
our ability to control operating expenses at our properties;
•
our ability to purchase additional properties which produce cash flows from operations in excess of our cost of acquisition capital and property operating expenses; and
•
our receipt of distributions from our investments in SIR and RMR Inc.
 
Our future purchases of properties cannot be accurately projected because such purchases depend upon purchase opportunities which come to our attention and our ability to successfully complete the acquisitions. We generally do not intend to purchase “turn around” properties, or properties which do not generate positive cash flows.
 
Our changes in cash flows for the three months ended March 31, 2017 compared to the same period in 2016 were as follows: (i) cash provided by operating activities decreased from $31,212 in 2016 to $25,316 in 2017; (ii) cash used in investing activities decreased from $80,866 in 2016 to $11,464 in 2017; and (iii) cash flows from financing activities changed from $56,567 of cash provided by financing activities in the 2016 period to $30,985 of cash used in financing activities in the 2017 period.
 
The decrease in cash provided by operating activities for the three month period ended March 31, 2017 as compared to the corresponding prior year period was due primarily to a decrease in the amount of the distributions we received from our investments in SIR and RMR Inc. common shares classified as an operating activity in the 2017 period and an increase in interest paid in the 2017 period. The decrease in cash used in investing activities for the three month period ended March 31, 2017 as compared to the corresponding prior year period was due primarily to a decrease in our real estate acquisition activity and an increase in the amount of the distributions we received from our investments in SIR and RMR Inc. common shares classified as an investing activity in the 2017 period, partially offset by an increase in real estate improvements made in the 2017 period. The change in cash (used in) provided by financing activities for the three month period ended March 31, 2017 as compared to the corresponding prior year period was due primarily to higher net borrowings in the 2016 period.
 
Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share and per square foot amounts)
 
In order to fund acquisitions and to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $750,000 unsecured revolving credit facility. The maturity date of our revolving credit facility is January 31, 2019 and, subject to our payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date of our revolving credit facility by one year to January 31, 2020. We are required to pay interest at a rate of LIBOR plus a premium, which was 125 basis points per annum at March 31, 2017, on the amount outstanding under our revolving credit facility. We also pay a facility fee on the total amount of lending commitments under our revolving credit facility, which was 25 basis points per annum at March 31, 2017. Both the interest rate premium and the

24

facility fee are subject to adjustment based upon changes to our credit ratings. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. As of March 31, 2017, the annual interest rate payable on borrowings under our revolving credit facility was 2.2%. As of both March 31, 2017 and April 25, 2017, we had $160,000 outstanding under our revolving credit facility.
 
Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders, which also governs our two unsecured term loans:
 
•
Our $300,000 term loan, which matures on March 31, 2020, is prepayable without penalty at any time. We are required to pay interest at LIBOR plus a premium, which was 140 basis points per annum at March 31, 2017, on the amount outstanding under our $300,000 term loan.  The interest rate premium is subject to adjustment based upon changes to our credit ratings.  As of March 31, 2017, the annual interest rate for the amount outstanding under our $300,000 term loan was 2.4%.
•
Our $250,000 term loan, which matures on March 31, 2022, is prepayable without penalty at any time. We are required to pay interest at LIBOR plus a premium, which was 180 basis points per annum at March 31, 2017, on the amount outstanding under our $250,000 term loan.  The interest rate premium is subject to adjustment based upon changes to our credit ratings.  As of March 31, 2017, the annual interest rate for the amount outstanding under our $250,000 term loan was 2.8%.

Our credit agreement also includes a feature under which the maximum borrowing availability may be increased to up to $2,500,000 on a combined basis in certain circumstances.
 
Our credit agreement for our revolving credit facility and term loans provides that, with certain exceptions, a subsidiary of ours is required to guaranty our obligations under the revolving credit facility and term loans only if that subsidiary has separately incurred debt (other than nonrecourse debt), within the meaning specified in the credit agreement, or provided a guarantee of debt incurred by us or any of our other subsidiaries.
 
Our $350,000 of 3.75% senior unsecured notes due 2019 are governed by an indenture and a supplement to that indenture and require semi-annual payments of interest only through maturity in August 2019 and may be repaid at par (plus accrued and unpaid interest) on or after July 15, 2019 or before that date together with a make whole premium.

Our $310,000 of 5.875% senior unsecured notes due 2046 are governed by an indenture and a supplement to that indenture and require quarterly payments of interest only through maturity and may be repaid at par (plus accrued and unpaid interest) on or after May 26, 2021.
    
Our debt maturities (other than our revolving credit facility) are as follows: $1,170 in 2017, $1,671 in 2018, $359,439 in 2019, $301,619 in 2020, $13,230 in 2021 and $560,000 thereafter. 
 
None of our debt obligations require sinking fund payments prior to their maturity dates.  Our $27,129 in mortgage debts generally require monthly payments of principal and interest through maturity.
In addition to our debt obligations, as of March 31, 2017, we have estimated unspent leasing related obligations of $24,800 and have committed to redevelop and expand an existing property prior to the commencement of the lease with an estimated remaining cost to complete of approximately $10,138.
 
We currently expect to use cash balances, borrowings under our revolving credit facility, net proceeds from our property sales, distributions received from our investments in SIR and RMR Inc., assumption of mortgage debt and net proceeds from offerings of equity or debt securities to fund our future operations, capital expenditures, distributions to our shareholders and property acquisitions. When significant amounts are outstanding under our revolving credit facility or the maturities of our indebtedness approach, we expect to explore refinancing alternatives. Such alternatives may include incurring additional term debt, issuing equity or debt securities, extending the maturity date of our revolving credit facility and entering into a new revolving credit facility. We may assume additional mortgage debt in connection with our acquisition of properties or elect to place new mortgages on properties we own as a source of financing. Although we cannot be sure that we will be successful in consummating any particular type of financing, we believe that we will have access to financing, such as debt and equity offerings, to fund future acquisitions and capital expenditures and to pay our obligations. We currently have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities.

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Our ability to obtain, and the costs of, our future debt financings will depend primarily on credit market conditions and our creditworthiness. We have no control over market conditions. Potential investors and lenders likely will evaluate our ability to pay distributions to shareholders, fund required debt service and repay debts when they become due by reviewing our business practices and plans to balance our use of debt and equity capital so that our financial profile and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to operate our business to maintain and grow our operating cash flows. We intend to conduct our business in a manner which will afford us reasonable access to capital for investment and financing activities, but we cannot be sure that we will be able to successfully carry out this intention.
 
On February 23, 2017, we paid a regular quarterly distribution to common shareholders of record on January 23, 2017 of $0.43 per share, or $30,606. We funded this distribution using cash on hand and borrowings under our revolving credit facility.
On April 11, 2017, we declared a regular quarterly distribution payable to common shareholders of record on April 21, 2017 of $0.43 per share, or $30,606. We expect to pay this distribution on or about May 22, 2017 using cash on hand and borrowings under our revolving credit facility.

Off Balance Sheet Arrangements
    
As of March 31, 2017, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Debt Covenants (dollars in thousands)
 
Our principal debt obligations at March 31, 2017 consisted of borrowings under our $750,000 unsecured revolving credit facility, our $300,000 term loan, our $250,000 term loan, an aggregate outstanding principal amount of $660,000 of public issuances of senior unsecured notes and three secured mortgage notes that were assumed in connection with certain of our acquisitions. Our publicly issued senior unsecured notes are governed by an indenture and its supplements.  Our senior unsecured notes indenture and its supplements and the credit agreement for our revolving credit facility and our two term loans provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR LLC, ceasing to act as our business and property manager. Our senior unsecured notes indenture and its supplements and our credit agreement also contain a number of covenants which generally restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, require us to maintain various financial ratios, and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances. Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.  As of March 31, 2017, we believe we were in compliance with the terms and conditions of our respective covenants under our senior unsecured notes indenture and its supplements and our credit agreement.
Neither our credit agreement nor our senior unsecured notes indenture and its supplements contain provisions for acceleration which could be triggered by our debt ratings. However, under our credit agreement our highest senior debt rating is used to determine the fees and interest rates we pay. Accordingly, if that debt rating is downgraded by certain credit rating agencies, our interest expense and related costs under our credit agreement would increase.
Our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $50,000 or more. Similarly, our senior unsecured notes indenture and its supplements contain cross default provisions to any other debts of more than $25,000 (or up to $50,000 in certain circumstances).
Related Person Transactions
We have relationships and historical and continuing transactions with RMR LLC, RMR Inc. and others related to them. For example: we have no employees and the personnel and various services we require to operate our business are provided to us by RMR LLC pursuant to our business and property management agreements with RMR LLC; RMR Inc. is the managing member of RMR LLC; ABP Trust, which is owned by our Managing Trustees, is the controlling shareholder of RMR Inc.; and we own shares of class A common stock of RMR Inc. We also have relationships and historical and continuing transactions with other companies to which RMR LLC provides management services and which may have trustees, directors and officers who are also trustees, directors or officers of us, RMR LLC or RMR Inc., including: SIR, of which we are the largest shareholder, owning, at March 31, 2017, approximately 27.9% of the outstanding SIR common shares; and AIC, of which we, SIR, ABP Trust and four other companies to which RMR LLC provides management services each own 14.3% and which arranges and reinsures in part a combined property insurance program for us and its six other shareholders. For further

26

information about these and other such relationships and related person transactions, see Notes 11 and 12 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our Annual Report, our definitive Proxy Statement for our 2017 Annual Meeting of Shareholders and our other filings with the Securities and Exchange Commission, or SEC. In addition, see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. Our filings with the SEC and copies of certain of our agreements with these related persons, including our business and property management agreements with RMR LLC and our shareholders agreement with AIC and its six other shareholders, are available as exhibits to our filings with the SEC and accessible at the SEC’s website, www.sec.gov. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its affiliates provide management services.  
    





27

Item 3. Quantitative and Qualitative Disclosures About Market Risk (dollar amounts in thousands)
 
We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates has not materially changed since December 31, 2016. Other than as described below, we do not currently foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.
 
Fixed Rate Debt
 
At March 31, 2017, our outstanding fixed rate debt consisted of the following:
 
 
 
 
Annual
 
Annual
 
    
 
Interest
 
 
Principal
 
Interest
 
Interest
 
 
 
Payments
Debt
 
Balance (1)
 
Rate (1)
 
Expense (1)
 
Maturity
 
Due
Senior unsecured notes
 
$
350,000

 
3.750
%
 
$
13,125

 
2019
 
Semi-annually
Senior unsecured notes
 
310,000

 
5.875
%
 
18,213

 
2046
 
Quarterly
Mortgage note
 
13,873

 
5.877
%
 
827

 
2021
 
Monthly
Mortgage note
 
8,420

 
7.000
%
 
598

 
2019
 
Monthly
Mortgage note
 
4,836

 
8.150
%
 
400

 
2021
 
Monthly
 
 
$
687,129

 
 

 
$
33,163

 
 
 
 
(1)
The principal balances and interest rates are the amounts determined pursuant to the contracts. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we issued or assumed these debts.  For more information, see Notes 7 and 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
 
Our $350,000 senior unsecured notes require semi-annual interest payments through maturity and our $310,000 senior unsecured notes require quarterly interest payments through maturity.  Our mortgages generally require principal and interest payments through maturity pursuant to amortization schedules.  Because these debts require interest to be paid at a fixed rate, changes in market interest rates during the term of these debts will not affect our interest obligations.  If these debts were refinanced at interest rates which are 100 basis points higher or lower than shown above, our per annum interest cost would increase or decrease, respectively, by approximately $7,091.
 
Changes in market interest rates would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt.  Based on the balances outstanding at March 31, 2017, and discounted cash flow analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate 100 basis point increase in interest rates would change the fair value of those obligations by approximately $46,627.
 
Some of our fixed rate secured debt arrangements allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed to make early repayment prior to a cutoff date and we are generally allowed to make prepayments only at a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the note holder. These prepayment rights may afford us opportunities to mitigate the risk of refinancing our debts at maturity at higher rates by refinancing prior to maturity.
 
Floating Rate Debt
 
At March 31, 2017, our floating rate debt consisted of $160,000 of borrowings under our $750,000 revolving credit facility, our $300,000 term loan and our $250,000 term loan. Our revolving credit facility matures in January 2019 and, subject to the payment of an extension fee and our meeting other conditions, we have the option to extend the stated maturity by one year to January 2020. No principal repayments are required under our revolving credit facility or our term loans prior to maturity, and we can borrow, repay and reborrow funds available under our revolving credit facility, subject to conditions, at any time without penalty. Our $300,000 term loan matures on March 31, 2020. Our $250,000 term loan matures on March 31, 2022. Amounts outstanding under our term loans may be repaid without penalty at any time, but after they are repaid amounts may not be redrawn.

Borrowings under our $750,000 revolving credit facility and term loans are in U.S. dollars and require interest to be paid at a rate of LIBOR plus premiums that are subject to adjustment based upon changes to our credit ratings. Accordingly, we are vulnerable to changes in U.S. dollar based short term rates, specifically LIBOR. In addition, upon renewal or refinancing of our

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revolving credit facility or term loans, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results.
 
The following table presents the impact a 100 basis point increase in interest rates would have on our annual floating rate interest expense as of March 31, 2017:
 
 
Impact of Changes in Interest Rates
 
 
Annual
 
Outstanding
 
Total Interest
 
Annual Earnings
 
 
Interest Rate (1)
 
Debt
 
Expense Per Year
 
Per Share Impact (2)
At March 31, 2017
 
2.5
%
 
$
710,000

 
$
17,997

 
$
0.25

100 bps increase
 
3.5
%
 
$
710,000

 
$
25,195

 
$
0.35


(1)
Weighted based on the respective interest rates and outstanding borrowings under our revolving credit facility and term loans as of March 31, 2017.
(2)
Based on the weighted average shares outstanding (diluted) for the three months ended March 31, 2017.
 
The following table presents the impact a 100 basis point increase in interest rates would have on our annual floating rate interest expense as of March 31, 2017 if we were fully drawn on our revolving credit facility and our term loans remained outstanding:
 
 
Impact of Changes in Interest Rates
 
 
Annual
 
Outstanding
 
Total Interest
 
Annual Earnings
 
 
Interest Rate (1)
 
Debt
 
Expense Per Year
 
Per Share Impact (2)
At March 31, 2017
 
2.4
%
 
$
1,300,000

 
$
31,633

 
$
0.44

100 bps increase
 
3.4
%
 
$
1,300,000

 
$
44,814

 
$
0.63


(1)
Weighted based on the respective interest rates and outstanding borrowings under our revolving credit facility (assuming fully drawn) and our term loans as of March 31, 2017. 
(2)
Based on the weighted average shares outstanding (diluted) for the three months ended March 31, 2017.
 
The foregoing tables show the impact of an immediate change in floating interest rates as of March 31, 2017.  If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our revolving credit facility, our term loans or our other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates.
 
Item 4.  Controls and Procedures
 
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
 
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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WARNING CONCERNING FORWARD LOOKING STATEMENTS
 
THIS QUARTERLY REPORT ON FORM 10-Q 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 WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.  FORWARD LOOKING STATEMENTS IN THIS REPORT RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING: 
•
OUR ACQUISITIONS AND SALES OF PROPERTIES, 
•
OUR ABILITY TO COMPETE FOR ACQUISITIONS AND TENANCIES EFFECTIVELY, 
•
THE LIKELIHOOD THAT OUR TENANTS WILL PAY RENT OR BE NEGATIVELY AFFECTED BY CYCLICAL ECONOMIC CONDITIONS OR GOVERNMENT BUDGET CONSTRAINTS,
•
THE LIKELIHOOD THAT OUR TENANTS WILL RENEW OR EXTEND THEIR LEASES AND NOT EXERCISE EARLY TERMINATION OPTIONS PURSUANT TO THEIR LEASES OR THAT WE WILL OBTAIN REPLACEMENT TENANTS,
•
OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS,
•
OUR EXPECTATION THAT WE BENEFIT FINANCIALLY FROM OUR OWNERSHIP INTEREST IN SIR,
•
OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS, 
•
THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY,
•
OUR EXPECTATION THAT THERE WILL BE OPPORTUNITIES FOR US TO ACQUIRE, AND THAT WE WILL ACQUIRE, ADDITIONAL PROPERTIES THAT ARE MAJORITY LEASED TO GOVERNMENT TENANTS OR GOVERNMENT CONTRACTOR TENANTS,
•
OUR EXPECTATIONS REGARDING DEMAND FOR LEASED SPACE BY THE U.S. GOVERNMENT AND STATE AND LOCAL GOVERNMENTS,
•
OUR ABILITY TO RAISE EQUITY OR DEBT CAPITAL, 
•
OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT,
•
OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL,
•
OUR CREDIT RATINGS,
•
OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF RMR INC.,
•
OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF AIC AND FROM OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC,
•
THE CREDIT QUALITIES OF OUR TENANTS,
•
OUR QUALIFICATION FOR TAXATION AS A REIT, AND
•
OTHER MATTERS.

OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.  FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FFO, NORMALIZED FFO, NOI, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: 

30

•
THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS,
•
COMPETITION WITHIN THE REAL ESTATE INDUSTRY, PARTICULARLY WITH RESPECT TO THOSE MARKETS IN WHICH OUR PROPERTIES ARE LOCATED AND WITH RESPECT TO GOVERNMENT TENANCIES,
•
THE IMPACT OF CHANGES IN THE REAL ESTATE NEEDS AND FINANCIAL CONDITIONS OF THE U.S. GOVERNMENT AND STATE AND LOCAL GOVERNMENTS,
•
COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS,
•
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, RMR LLC, RMR INC., SIR, AIC AND OTHERS AFFILIATED WITH THEM,
•
LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, AND
•
ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL.
 
FOR EXAMPLE:
 
•
OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON OUR INDEBTEDNESS DEPENDS UPON A NUMBER OF FACTORS, INCLUDING OUR FUTURE EARNINGS, THE CAPITAL COSTS WE INCUR TO LEASE OUR PROPERTIES, OUR WORKING CAPITAL REQUIREMENTS AND OUR RECEIPT OF DISTRIBUTIONS FROM SIR. WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED,
•
OUR ABILITY TO GROW OUR BUSINESS AND INCREASE DISTRIBUTIONS TO OUR SHAREHOLDERS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES AND LEASE THEM FOR RENTS, LESS PROPERTY OPERATING EXPENSES, THAT EXCEED OUR CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING OR LEASE TERMS FOR NEW PROPERTIES,
•
SOME OF OUR TENANTS MAY NOT RENEW EXPIRING LEASES, AND WE MAY BE UNABLE TO OBTAIN NEW TENANTS TO MAINTAIN OR INCREASE THE HISTORICAL OCCUPANCY RATES OF, OR RENTS FROM, OUR PROPERTIES,
•
SOME GOVERNMENT TENANTS MAY EXERCISE THEIR RIGHTS TO VACATE THEIR SPACE BEFORE THE STATED EXPIRATION OF THEIR LEASES, AND WE MAY BE UNABLE TO OBTAIN NEW TENANTS TO MAINTAIN THE HISTORICAL OCCUPANCY RATES OF, OR RENTS FROM, OUR PROPERTIES,
•
RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE BECAUSE OF CHANGING MARKET CONDITIONS OR OTHERWISE,
•
CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS AND SALES MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS MAY CHANGE,
•
CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CUSTOMARY CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY,
•
ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE CREDIT FACILITIES WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITIES,

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•
WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE,
 
•
THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS MAY BE INCREASED TO UP TO $2.5 BILLION ON A COMBINED BASIS IN CERTAIN CIRCUMSTANCES; HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOANS IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR,

•
WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS, HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET,
•
THE BUSINESS AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS.  HOWEVER, THOSE AGREEMENTS INCLUDE TERMS WHICH PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES.  ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS OR FOR SHORTER TERMS,
•
WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING RMR LLC, RMR INC., SIR, AIC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE,

•
THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOANS AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS.  FUTURE CHANGES IN OUR CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE,
•
SIR MAY REDUCE THE AMOUNT OF ITS DISTRIBUTIONS TO ITS SHAREHOLDERS, INCLUDING US,
•
WE MAY BE UNABLE TO SELL OUR SIR COMMON SHARES FOR AN AMOUNT EQUAL TO OUR CARRYING VALUE OF THOSE SHARES AND ANY SUCH SALE MAY BE AT A DISCOUNT TO MARKET PRICE BECAUSE OF THE LARGE SIZE OF OUR SIR HOLDINGS OR OTHERWISE; WE MAY REALIZE A LOSS ON OUR INVESTMENT IN OUR SIR SHARES, AND
•
WE CURRENTLY EXPECT TO SPEND, AS OF MARCH 31, 2017, AN ADDITIONAL $10.1 MILLION TO COMPLETE THE REDEVELOPMENT AND EXPANSION OF A PROPERTY WE OWN PRIOR TO THE COMMENCEMENT OF THE LEASE FOR THAT PROPERTY. IN ADDITION, AS OF MARCH 31 2017, WE HAVE ESTIMATED UNSPENT LEASING RELATED OBLIGATIONS OF $24.8 MILLION, EXCLUDING THE ESTIMATED DEVELOPMENT COSTS NOTED IN THE PRECEDING SENTENCE. IT IS DIFFICULT TO ACCURATELY ESTIMATE DEVELOPMENT COSTS. THIS DEVELOPMENT PROJECT AND OUR UNSPENT LEASING RELATED OBLIGATIONS MAY COST MORE OR LESS AND MAY TAKE LONGER TO COMPLETE THAN WE CURRENTLY EXPECT, AND WE MAY INCUR INCREASING AMOUNTS FOR THESE AND SIMILAR PURPOSES IN THE FUTURE.
 
CURRENTLY UNEXPECTED RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS CHANGES IN GOVERNMENT TENANTS’ NEEDS FOR LEASED SPACE, ACTS OF TERRORISM, NATURAL DISASTERS OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY.
 
THE INFORMATION CONTAINED ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN OUR ANNUAL REPORT OR IN OUR OTHER FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS”, OR INCORPORATED HEREIN OR THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS.  OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
 
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.
 
EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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STATEMENT CONCERNING LIMITED LIABILITY
 
THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING GOVERNMENT PROPERTIES INCOME TRUST, DATED JUNE 8, 2009, AS AMENDED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF GOVERNMENT PROPERTIES INCOME TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, GOVERNMENT PROPERTIES INCOME TRUST.  ALL PERSONS DEALING WITH GOVERNMENT PROPERTIES INCOME TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF GOVERNMENT PROPERTIES INCOME TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

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Part II.   Other Information
 
Item 1A.  Risk Factors
 
There have been no material changes to risk factors from those we previously disclosed in our Annual Report.




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Item 6. Exhibits
 
Exhibit
Number
Description
 
 
3.1
Composite Copy of Amended and Restated Declaration of Trust, dated June 8, 2009, as amended to date. (Incorporated by reference to the Company’s Current Report on Form 8-K dated July 28, 2014.)
 
 
3.2
Amended and Restated Bylaws of the Company, adopted September 7, 2016. (Incorporated by reference to the Company’s Current Report on Form 8-K dated September 7, 2016.)
 
 
4.1
Form of Common Share Certificate. (Incorporated by reference to Amendment No. 2 to the Company’s Registration Statement on Form S-11/A, File No. 333-157455.)
 
 
4.2
Indenture, dated as of August 18, 2014, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K dated August 18, 2014.)
 
 
4.3
Supplemental Indenture No. 1, dated as of August 18, 2014, between the Company and U.S. Bank National Association, relating to the Company’s 3.75% Senior Notes due 2019, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated August 18, 2014.)
 
 
4.4
Supplemental Indenture No. 2, dated as of May 26, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 5.875% Senior Notes due 2046, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated May 26, 2016.)
 
 
4.5
Authentication Order, dated as of June 22, 2016, from the Company to U.S. Bank National Association, relating to the Company’s 5.875% Senior Notes due 2046. (Incorporated by reference to the Company’s Registration Statement on Form 8-A dated June 30, 2016.)
 
 
4.6
Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust), Barry M. Portnoy and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K dated June 5, 2015.)
 
 
12.1
Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)
 
 
31.1
Rule 13a-14(a) Certification. (Filed herewith.)
 
 
31.2
Rule 13a-14(a) Certification. (Filed herewith.)
 
 
31.3
Rule 13a-14(a) Certification. (Filed herewith.)
 
 
31.4
Rule 13a-14(a) Certification. (Filed herewith.)
 
 
32.1
Section 1350 Certification. (Furnished herewith.)
 
 
101.1
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.)
 
 

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GOVERNMENT PROPERTIES INCOME TRUST
 
 
 
 
 
 
 
By:
/s/ David M. Blackman
 
 
David M. Blackman 
President and Chief Operating Officer 
 
 
Dated: April 27, 2017
 
 
 
 
By:
/s/ Mark L. Kleifges
 
 
Mark L. Kleifges 
Chief Financial Officer and Treasurer
(principal financial and accounting officer) 
 
 
Dated: April 27, 2017

















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