Office Properties Income Trust Announces First Quarter 2019 Results

$268.5 Million of Asset Sales since January 1, 2019

First Quarter Net Income Available for Common Shareholders of
$34.0 Million

First Quarter Normalized FFO Available for Common Shareholders of
$73.3 Million, or
$1.53 Per Share

Completed 825,475 Square Feet of Leasing in the First Quarter for
a 12.8% Roll-up in Rents

NEWTON, Mass.–(BUSINESS WIRE)–Office Properties Income Trust (Nasdaq: OPI) today announced its
financial results for the quarter ended March 31, 2019.

David Blackman, President and Chief Executive Officer of OPI, made the
following statement:

Our priorities for 2019 are reducing leverage through asset sales,
achieving the best results for our properties through leasing and active
property management and returning to growth during the second half of
the year through an active capital recycling program.

Our first quarter operating activities generated strong leasing results.
During the quarter, we entered new and renewal leases for more than
825,000 square feet at a weighted average lease term of 7.5 years and at
weighted average rents that were 12.8% above prior rents for the same
space.

We also advanced our disposition program during the quarter. In addition
to closing on $268.5 million of property sales, our active marketing
campaign of 33 properties began to show results. We entered agreements
for three properties for $28.4 million and have a number of offers we
are evaluating on the balance of the sale portfolio. With the successful
completion of this disposition program, we expect to achieve our
long-term leverage target and return to accretive growth in the second
half of 2019.”

Results for the Quarter Ended March 31, 2019:

Net income available for common shareholders for the quarter ended
March 31, 2019 was $34.0 million, or $0.71 per diluted share, compared
to net income available for common shareholders of $6.3 million, or
$0.25 per diluted share, for the quarter ended March 31, 2018. Net
income available for common shareholders for the quarter ended March 31,
2019 includes a $22.1 million, or $0.46 per diluted share, unrealized
gain on equity securities related to OPI’s investment in The RMR Group
Inc., or RMR Inc., and a $22.1 million, or $0.46 per diluted share, gain
on sale of real estate, partially offset by a $3.2 million, or $0.07 per
diluted share, loss on impairment of real estate. Net income available
for common shareholders for the quarter ended March 31, 2018 includes a
$12.9 million, or $0.52 per diluted share, unrealized gain on equity
securities, partially offset by a $6.1 million, or $0.25 per diluted
share, loss on impairment of real estate. The weighted average number of
diluted common shares outstanding was 48.0 million for the quarter ended
March 31, 2019 and 24.8 million for the quarter ended March 31, 2018.

Normalized FFO available for common shareholders for the quarter ended
March 31, 2019 were $73.3 million, or $1.53 per diluted share, compared
to Normalized FFO available for common shareholders for the quarter
ended March 31, 2018 of $54.1 million, or $2.18 per diluted share.

Reconciliations of net income available for common shareholders
determined in accordance with U.S. generally accepted accounting
principles, or GAAP, to FFO available for common shareholders and
Normalized FFO available for common shareholders for the quarters ended
March 31, 2019 and 2018 appear later in this press release.

Leasing, Occupancy and Pro Forma Same Property Results:

During the quarter ended March 31, 2019, OPI entered new and renewal
leases for an aggregate of 825,000 rentable square feet at weighted (by
rentable square feet) average rents that were 12.8% above prior rents
for the same space. The weighted (by rentable square feet) average lease
term for these leases was 7.5 years and leasing concessions and capital
commitments for these leases were $28.8 million, or $4.67 per square
foot, per lease year.

As of March 31, 2019, 89.6% of OPI’s total rentable square feet was
leased, compared to 91.0% as of December 31, 2018 and 94.4% as of
March 31, 2018.

Pro forma results combine the results of OPI and Select Income REIT, or
SIR, for the three months ended March 31, 2019 and 2018 as if the merger
of SIR with OPI that closed on December 31, 2018, or the Merger, had
occurred on January 1, 2018. Pro forma same property occupancy was 89.6%
as of March 31, 2019, compared to 92.7% as of March 31, 2018. Pro forma
Same Property Cash Basis NOI was $107.0 million for the quarter ended
March 31, 2019 which was a 2.8% decrease compared to the same period in
2018.

Reconciliations of net income available for common shareholders
determined in accordance with GAAP to Consolidated Property NOI and
Consolidated Property Cash Basis NOI for the quarters ended March 31,
2019 and 2018 and a calculation of pro forma Same Property NOI and Same
Property Cash Basis NOI for the quarter ended March 31, 2019 appear
later in this press release.

Recent Property Disposition Activities:

As previously announced, in February 2019, OPI sold a property portfolio
consisting of 34 office buildings located in Northern Virginia and
Maryland containing 1.6 million rentable square feet for $198.5 million,
excluding closing costs.

In March 2019, OPI sold one office building located in Washington, D.C.
containing 129,035 rentable square feet for $70.0 million, excluding
closing costs.

In April 2019, OPI entered into an agreement to sell one building
located in Buffalo, NY containing 121,711 rentable square feet for $17.4
million, excluding closing costs.

Also in April 2019, OPI entered into an agreement to sell one building
located in Hanover, PA containing 502,300 rentable square feet for $6.0
million, excluding closing costs.

In May 2019, OPI entered into an agreement to sell one building located
in Maynard, MA containing 287,037 rentable square feet for $5.0 million,
excluding closing costs.

Recent Financing Activities:

In February 2019, OPI repaid the remaining principal balance outstanding
of $88 million under its $250 million unsecured term loan due 2022 and
repaid amounts outstanding under its revolving credit facility with
proceeds from its disposition program.

In March 2019, OPI repaid $65 million under its $300 million unsecured
term loan due 2020 with proceeds from its disposition program.

Conference Call:

At 10:00 a.m. Eastern Time this morning, President and Chief Executive
Officer, David Blackman, and Chief Financial Officer and Treasurer,
Jeffrey Leer, will host a conference call to discuss OPI’s first quarter
2019 financial results.

The conference call telephone number is (877) 328-1172. Participants
calling from outside the United States and Canada should dial (412)
317-5418. No pass code is necessary to access the call from either
number. Participants should dial in about 15 minutes prior to the
scheduled start of the call. A replay of the conference call will be
available through 11:59 p.m. on Friday, May 10, 2019. To access the
replay, dial (412) 317-0088. The replay pass code is 05032019.

A live audio webcast of the conference call will also be available in a
listen only mode on OPI’s website, at www.opireit.com.
Participants wanting to access the webcast should visit OPI’s website
about five minutes before the call. The archived webcast will be
available for replay on OPI’s website following the call for about one
week. The transcription, recording and retransmission in any way of
OPI’s first quarter conference call are strictly prohibited without the
prior written consent of OPI.

Supplemental Data:

A copy of OPI’s First Quarter 2019 Supplemental Operating and Financial
Data is available for download at OPI’s website, www.opireit.com. OPI’s
website is not incorporated as part of this press release.

Non-GAAP Financial Measures:

OPI presents certain “non-GAAP financial measures” within the meaning of
applicable rules of the Securities and Exchange Commission, or SEC,
including FFO available for common shareholders, Normalized FFO
available for common shareholders, Consolidated Property NOI,
Consolidated Property Cash Basis NOI, Same Property NOI and Same
Property Cash Basis NOI and pro forma Same Property NOI and pro forma
Same Property Cash Basis NOI. These measures do not represent cash
generated by operating activities in accordance with GAAP and should not
be considered alternatives to income (loss) from continuing operations,
net income and net income available for common shareholders as
indicators of OPI’s operating performance or as measures of OPI’s
liquidity. These measures should be considered in conjunction with
income (loss) from continuing operations, net income and net income
available for common shareholders as presented in OPI’s condensed
consolidated statements of income. OPI considers these non-GAAP measures
to be appropriate supplemental measures of operating performance for a
real estate investment trust, or REIT, along with income (loss) from
continuing operations, net income and net income available for common
shareholders. OPI believes these measures provide useful information to
investors because by excluding the effects of certain historical
amounts, such as depreciation and amortization expense, they may
facilitate a comparison of OPI’s operating performance between periods
and with other REITs and, in the case of Consolidated Property NOI,
Consolidated Property Cash Basis NOI, Same Property NOI and Same
Property Cash Basis NOI reflecting only those income and expense items
that are generated and incurred at the property level may help both
investors and management to understand the operations at OPI’s
properties.

Please see the pages attached hereto for a more detailed statement of
OPI’s operating results and financial condition and for an explanation
of OPI’s calculation of FFO available for common shareholders,
Normalized FFO available for common shareholders, Consolidated Property
NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same
Property Cash Basis NOI and a reconciliation of those amounts to amounts
determined in accordance with GAAP. OPI’s pro forma Same Property Cash
Basis NOI as if the Merger had occurred on January 1, 2018 also are
provided in the pages attached hereto. Such pro forma financial
information is not necessarily indicative of OPI’s expected financial
position or results of operations for any future period. Differences
could result from numerous factors, including future changes in OPI’s
portfolio of investments, OPI’s capital structure, OPI’s property level
operating expenses and revenues, including rents expected to be received
on OPI’s existing leases or leases OPI may enter into, changes in
interest rates and other reasons. Actual future results are likely to be
different from amounts presented in the pro forma financial information
and such differences could be significant.

OPI is a REIT focused on owning, operating and leasing buildings
primarily leased to single tenants and those with high credit quality
characteristics such as government entities. OPI is managed by the
operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative
asset management company that is headquartered in Newton, Massachusetts.

     

Office Properties Income Trust
Condensed
Consolidated Statements of Income

(amounts in
thousands, except per share data)

(unaudited)

 
Three Months Ended March 31,
2019     2018
Rental income $ 174,777   $ 108,717  
 
Expenses:
Real estate taxes 18,392 12,964
Utility expenses 9,381 6,690
Other operating expenses 30,136 22,837
Depreciation and amortization 77,521 44,204
Loss on impairment of real estate (1) 3,204 6,116
Acquisition and transaction related costs (2) 584
General and administrative (3) 8,723   9,606  
Total expenses 147,941   102,417  
 
Gain on sale of real estate (4) 22,092
Dividend income 980 304
Unrealized gain on equity securities (5) 22,128 12,931
Interest income 248 116
Interest expense (including net amortization of debt premiums,
discounts
and issuance costs of $2,841 and $965, respectively) (37,133 ) (22,766 )
Loss on early extinguishment of debt (414 )  
Income (loss) from continuing operations before income tax expense
and
equity in net losses of investees 34,737 (3,115 )
Income tax expense (483 ) (32 )
Equity in net losses of investees (235 ) (577 )
Income (loss) from continuing operations 34,019 (3,724 )
Income from discontinued operations (6)   10,289  
Net income 34,019 6,565
Preferred units of limited partnership distributions   (278 )
Net income available for common shareholders $ 34,019   $ 6,287  
 
Weighted average common shares outstanding (basic) 48,031   24,760  
Weighted average common shares outstanding (diluted) 48,046   24,760  
 
Per common share amounts (basic and diluted):
Income (loss) from continuing operations $ 0.71 $ (0.16 )
Income from discontinued operations $ $ 0.42
Net income available for common shareholders $ 0.71 $ 0.25
 

See Notes on pages 6 and 7.

 
           

Office Properties Income Trust
Funds from
Operations and Normalized Funds from Operations

(amounts
in thousands, except per share data)

(unaudited)

 
 
Three Months Ended March 31,
2019 2018

Calculation of FFO and Normalized FFO available for common
shareholders
(7):

Net income available for common shareholders

$ 34,019 $ 6,287

Add (less):

Depreciation and amortization:

Consolidated properties 77,521 44,204
Unconsolidated joint venture properties 1,751 2,185
FFO attributable to SIR investment 18,488
Loss on impairment of real estate (1) 3,204 6,116
Equity in earnings of SIR included in discontinued operations (10,289 )
Gain on sale of real estate (4) (22,092 )
Unrealized gain on equity securities (5) (22,128 ) (12,931 )
FFO available for common shareholders 72,275 54,060

Add (less):

Acquisition and transaction related costs (2)

584
Loss on early extinguishment of debt 414
Normalized FFO attributable to SIR investment 15,606
FFO attributable to SIR investment (18,488 )
Estimated business management incentive fees (3)   2,887  
Normalized FFO available for common shareholders $ 73,273   $ 54,065  
 
Weighted average common shares outstanding (basic) 48,031 24,760
Weighted average common shares outstanding (diluted) 48,046 24,760
 
Per common share amounts (basic and diluted):
Net income available for common shareholders $ 0.71   $ 0.25  
FFO available for common shareholders $ 1.50   $ 2.18  
Normalized FFO available for common shareholders $ 1.53   $ 2.18  
Distributions declared per share $ 0.55   $ 1.72  
 

(1)

 

OPI recorded an adjustment of $2,757 to reduce the carrying
value of one building to its estimated fair value less costs to
sell and a $447 loss on impairment of real estate related to the
disposal of the Northern Virginia and Maryland property portfolio
during the three months ended March 31, 2019. OPI recorded an
adjustment of $6,116 to reduce the carrying value of three
buildings to their estimated fair values less costs to sell in the
three months ended March 31, 2018.

 

(2)

Acquisition and transaction related costs for the three months
ended March 31, 2019 include costs incurred in connection with the
Merger.

 

(3)

Incentive fees under OPI’s business management agreement with
The RMR Group LLC are payable after the end of each calendar year,
are calculated based on common share total return, as defined, and
are included in general and administrative expenses in OPI’s
condensed consolidated statements of income. In calculating net
income in accordance with GAAP, OPI recognizes estimated business
management incentive fee expense, if any, in the first, second and
third quarters. Although OPI recognizes this expense, if any, in
the first, second and third quarters for purposes of calculating
net income, OPI does not include such expense in the calculation
of Normalized FFO until the fourth quarter, when the amount of the
business management incentive fee expense for the calendar year,
if any, is determined. No estimated business management incentive
fees were included in net income for the three months ended March
31, 2019. Net income includes $2,887 of estimated business
management incentive fee expense for the three months ended March
31, 2018.

 

(4)

During the quarter ended March 31, 2019, OPI recorded a $22,092
gain on the sale of one building in March 2019.

 

(5)

Unrealized gain on equity securities represents the adjustment
required to adjust the carrying value of OPI’s investment in RMR
Inc. common stock to its fair value as of March 31, 2019 and 2018.

 

(6)

Income from discontinued operations includes operating results
related to OPI’s former equity method investment in SIR.

 

(7)

OPI calculates funds from operations, or FFO, available for
common shareholders and Normalized FFO available for common
shareholders as shown above. FFO available for common shareholders
is calculated on the basis defined by The National Association of
Real Estate Investment Trusts, which is net income available for
common shareholders, calculated in accordance with GAAP, plus real
estate depreciation and amortization of consolidated properties
and its proportionate share of the real estate depreciation and
amortization of unconsolidated joint venture properties, and the
difference between FFO attributable to an equity investment and
equity in earnings of SIR included in discontinued operations, but
excluding impairment charges on and increases in the carrying
value of real estate assets, any gain or loss on sale of real
estate, as well as certain other adjustments currently not
applicable to OPI. In calculating Normalized FFO available for
common shareholders, OPI adjusts for the items shown above and
includes business management incentive fees, if any, only in the
fourth quarter versus the quarter when they are recognized as an
expense in accordance with GAAP due to their quarterly volatility
not necessarily being indicative of OPI’s core operating
performance and the uncertainty as to whether any such business
management incentive fees will be payable when all contingencies
for determining such fees are known at the end of the calendar
year. FFO available for common shareholders and Normalized FFO
available for common shareholders are among the factors considered
by OPI’s Board of Trustees when determining the amount of
distributions to OPI’s shareholders. Other factors include, but
are not limited to, requirements to maintain OPI’s qualification
for taxation as a REIT, limitations in OPI’s credit agreement and
public debt covenants, the availability to OPI of debt and equity
capital, OPI’s expectation of its future capital requirements and
operating performance and OPI’s expected needs for and
availability of cash to pay its obligations. Other real estate
companies and REITs may calculate FFO available for common
shareholders and Normalized FFO available for common shareholders
differently than OPI does.

 
   

Office Properties Income Trust
Calculation and
Reconciliation of Consolidated Property NOI, Consolidated Property
Cash Basis NOI, Same Property NOI

and Same Property
Cash Basis NOI
(1)
(amounts in
thousands)

(unaudited)

 
Three Months Ended March 31,
2019     2018

Calculation of Consolidated Property NOI and Consolidated
Property Cash Basis NOI:

Rental income (2) $ 174,777 $ 108,717
Property operating expenses (57,909 ) (42,491 )
Consolidated Property NOI 116,868 66,226
Non-cash straight line rent adjustments included in rental income (2) (6,794 ) (3,091 )
Lease value amortization included in rental income (2) 1,147 835
Lease termination fees included in rental income (2) (294 )
Non-cash amortization included in property operating expenses (3) (121 ) (121 )
Consolidated Property Cash Basis NOI $ 110,806   $ 63,849  
 

Reconciliation of Net Income Available for Common Shareholders
to Consolidated Property NOI and Consolidated Property Cash Basis
NOI:

Net income available for common shareholders $ 34,019 $ 6,287
Preferred units of limited partnership distributions   278  
Net income 34,019 6,565
Income from discontinued operations   (10,289 )
Income (loss) from continuing operations 34,019 (3,724 )
Equity in net losses of investees 235 577
Income tax expense 483 32
Loss on early extinguishment of debt 414
Interest expense 37,133 22,766
Interest income (248 ) (116 )
Unrealized gain on equity securities (22,128 ) (12,931 )
Dividend income (980 ) (304 )
Gain on sale of real estate (22,092 )
General and administrative 8,723 9,606
Acquisition and transaction related costs 584
Loss on impairment of real estate 3,204 6,116
Depreciation and amortization 77,521   44,204  
Consolidated Property NOI 116,868 66,226
Non-cash amortization included in property operating expenses (3) (121 ) (121 )
Lease termination fees included in rental income (2) (294 )
Lease value amortization included in rental income (2) 1,147 835
Non-cash straight line rent adjustments included in rental income (2) (6,794 ) (3,091 )
Consolidated Property Cash Basis NOI $ 110,806   $ 63,849  
 
Reconciliation of Consolidated Property NOI to Same Property NOI (4):
Rental income (2) $ 174,777 $ 108,717
Property operating expenses (57,909 ) (42,491 )
Consolidated Property NOI 116,868 66,226
Less: NOI of properties not included in same property results
SIR assets acquired (60,522 )
Historical OPI assets (3,904 ) (12,113 )
Same Property NOI $ 52,442   $ 54,113  
 
Calculation of Same Property Cash Basis NOI (4):
Same property NOI $ 52,442 $ 54,113
Add: Lease value amortization included in rental income (2) 318 547
Less: Non-cash straight line rent adjustments included in rental
income (2)
(1,665 ) (2,536 )
Non-cash amortization included in property operating expenses (3) (121 ) (116 )
Same Property Cash Basis NOI $ 50,974   $ 52,008  

 

See Notes on page 9.

 

(1)

 

The calculations of Consolidated Property net operating income,
or NOI, and Consolidated Property Cash Basis NOI exclude certain
components of net income available for common shareholders in
order to provide results that are more closely related to OPI’s
consolidated property level results of operations. OPI calculates
Consolidated Property NOI and Consolidated Property Cash Basis NOI
as shown above. OPI defines Consolidated Property NOI as
consolidated income from its rental of real estate less its
consolidated property operating expenses. Consolidated Property
NOI excludes amortization of capitalized tenant improvement costs
and leasing commissions that OPI records as depreciation and
amortization expense. OPI defines Consolidated Property Cash Basis
NOI as Consolidated Property NOI excluding non-cash straight line
rent adjustments, lease value amortization, lease termination
fees, if any, and non-cash amortization included in other
operating expenses. OPI calculates Same Property NOI and Same
Property Cash Basis NOI in the same manner that it calculates the
corresponding Consolidated Property Cash Basis NOI amounts, except
that it only includes same properties in calculating Same Property
NOI and Same Property Cash Basis NOI. OPI uses Consolidated
Property NOI, Consolidated Property Cash Basis NOI, Same Property
NOI and Same Property Cash Basis NOI to evaluate individual and
company-wide property level performance. Other real estate
companies and REITs may calculate Consolidated Property NOI,
Consolidated Property Cash Basis NOI, Same Property NOI and Same
Property Cash Basis NOI differently than OPI does.

 

(2)

OPI reports rental income on a straight line basis over the
terms of the respective leases; as a result, rental income
includes non-cash straight line rent adjustments. Rental income
also includes expense reimbursements, tax escalations, parking
revenues, service income and other fixed and variable charges paid
to OPI by its tenants, as well as the net effect of non-cash
amortization of intangible lease assets and liabilities and lease
termination fees, if any.

 

(3)

OPI recorded a liability for the amount by which the estimated
fair value for accounting purposes exceeded the price OPI paid for
its investment in RMR Inc. common stock in June 2015. A portion of
this liability is being amortized on a straight line basis through
December 31, 2035 as a reduction to property management fees
expense, which is included in property operating expenses.

 

(4)

For the three months ended March 31, 2019 and 2018, Same
Property NOI and Same Property Cash Basis NOI are based on
consolidated properties OPI owned as of March 31, 2019 and which
it owned continuously since January 1, 2018.

 

Contacts

Olivia Snyder, Manager, Investor Relations
(617) 219-1410

Read full story here

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

For the last half century, thousands of communications professionals have turned to us to deliver their news to the audiences most important to their business through the sources they trust most. Over that time, we've gone from a single office with one full time employee to more than 500 employees in 32 bureaus.