Item 1. Financial Statements
Item 1. Financial Statements
OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
June 30,
December 31,
2020
2019
ASSETS
Real estate properties:
Land
$
843,418
$
840,550
Buildings and improvements
2,691,482
2,652,681
Total real estate properties, gross
3,534,900
3,493,231
Accumulated depreciation
( 422,716
)
( 387,656
)
Total real estate properties, net
3,112,184
3,105,575
Assets of properties held for sale
—
70,877
Investments in unconsolidated joint ventures
39,067
39,756
Acquired real estate leases, net
645,589
732,382
Cash and cash equivalents
24,485
93,744
Restricted cash
5,616
6,952
Rents receivable
95,005
83,556
Deferred leasing costs, net
45,029
40,107
Other assets, net
10,688
20,187
Total assets
$
3,977,663
$
4,193,136
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility
$
200,000
$
—
Senior unsecured notes, net
1,766,387
2,017,379
Mortgage notes payable, net
210,539
309,946
Liabilities of properties held for sale
—
14,693
Accounts payable and other liabilities
115,593
125,048
Due to related persons
6,856
7,141
Assumed real estate lease obligations, net
11,858
13,175
Total liabilities
2,311,233
2,487,382
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,227,800 and 48,201,941 shares issued and outstanding, respectively
482
482
Additional paid in capital
2,613,868
2,612,425
Cumulative net income
189,356
177,217
Cumulative other comprehensive loss
( 85
)
( 200
)
Cumulative common distributions
( 1,137,191
)
( 1,084,170
)
Total shareholders’ equity
1,666,430
1,705,754
Total liabilities and shareholders’ equity
$
3,977,663
$
4,193,136
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2020
2019
2020
2019
Rental income
$
145,603
$
176,032
$
295,488
$
350,809
Expenses:
Real estate taxes
15,781
18,147
32,588
36,539
Utility expenses
5,201
7,470
12,213
16,851
Other operating expenses
25,787
29,692
51,667
59,828
Depreciation and amortization
64,170
73,913
127,113
151,434
Loss on impairment of real estate
—
2,380
—
5,584
Acquisition and transaction related costs
—
98
—
682
General and administrative
7,204
8,744
14,313
17,467
Total expenses
118,143
140,444
237,894
288,385
Gain (loss) on sale of real estate
66
( 17
)
10,822
22,075
Dividend income
—
980
—
1,960
Loss on equity securities
—
( 66,135
)
—
( 44,007
)
Interest and other income
30
241
736
489
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,402, $2,863, $4,685 and $5,704, respectively)
( 25,205
)
( 35,348
)
( 52,364
)
( 72,481
)
Loss on early extinguishment of debt
( 557
)
( 71
)
( 3,839
)
( 485
)
Income (loss) before income tax (expense) benefit and equity in net losses of investees
1,794
( 64,762
)
12,949
( 30,025
)
Income tax (expense) benefit
( 235
)
130
( 274
)
( 353
)
Equity in net losses of investees
( 260
)
( 142
)
( 536
)
( 377
)
Net income (loss)
1,299
( 64,774
)
12,139
( 30,755
)
Other comprehensive income (loss):
Unrealized gain (loss) on financial instrument
176
( 269
)
115
( 367
)
Equity in unrealized gain of investees
—
71
—
137
Other comprehensive income (loss)
176
( 198
)
115
( 230
)
Comprehensive income (loss)
$
1,475
$
( 64,972
)
$
12,254
$
( 30,985
)
Weighted average common shares outstanding (basic and diluted)
48,106
48,049
48,101
48,040
Per common share amounts (basic and diluted):
Net income (loss)
$
0.03
$
( 1.35
)
$
0.25
$
( 0.64
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)
Number
of Shares
Common Shares
Additional
Paid In Capital
Cumulative
Net Income
Cumulative
Other
Comprehensive
Income (Loss)
Cumulative
Common
Distributions
Total Shareholders’ Equity
Balance at December 31, 2019
48,201,941
$
482
$
2,612,425
$
177,217
$
( 200
)
$
( 1,084,170
)
$
1,705,754
Share grants
—
—
379
—
—
—
379
Share repurchases
( 1,012
)
—
( 27
)
—
—
—
( 27
)
Net current period other comprehensive loss
—
—
—
—
( 61
)
—
( 61
)
Net income
—
—
—
10,840
—
—
10,840
Distributions to common shareholders
—
—
—
—
—
( 26,511
)
( 26,511
)
Balance at March 31, 2020
48,200,929
482
2,612,777
188,057
( 261
)
( 1,110,681
)
1,690,374
Share grants
28,000
—
1,121
—
—
—
1,121
Share repurchases
( 1,129 )
—
( 30
)
—
—
—
( 30
)
Net current period other comprehensive income
—
—
—
—
176
—
176
Net income
—
—
—
1,299
—
—
1,299
Distributions to common shareholders
—
—
—
—
—
( 26,510
)
( 26,510
)
Balance at June 30, 2020
48,227,800
$
482
$
2,613,868
$
189,356
$
( 85
)
$
( 1,137,191
)
$
1,666,430
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)
Number
of Shares
Common Shares
Additional
Paid In Capital
Cumulative
Net Income (Loss)
Cumulative
Other
Comprehensive
Income (Loss)
Cumulative
Common
Distributions
Total Shareholders’ Equity
Balance at December 31, 2018
48,082,903
$
481
$
2,609,801
$
146,882
$
106
$
( 978,302
)
$
1,778,968
Share grants
9,000
—
865
—
—
—
865
Amount reclassified from cumulative other comprehensive income to net income
—
—
—
—
( 371
)
—
( 371
)
Net current period other comprehensive loss
—
—
—
—
( 32
)
—
( 32
)
Net income
—
—
—
34,019
—
—
34,019
Distributions to common shareholders
—
—
—
—
—
( 26,445
)
( 26,445
)
Balance at March 31, 2019
48,091,903
481
2,610,666
180,901
( 297
)
( 1,004,747
)
1,787,004
Share grants
24,000
—
971
—
—
—
971
Share repurchases
( 2,245 )
—
( 63
)
—
—
—
( 63
)
Share forfeitures
( 214 )
—
( 4
)
—
—
—
( 4
)
Net current period other comprehensive loss
—
—
—
—
( 198
)
—
( 198
)
Net loss
—
—
—
( 64,774
)
—
—
( 64,774
)
Distributions to common shareholders
—
—
—
—
—
( 26,450
)
( 26,450
)
Balance at June 30, 2019
48,113,444
$
481
$
2,611,570
$
116,127
$
( 495
)
$
( 1,031,197
)
$
1,696,486
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Six Months Ended June 30,
2020
2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$
12,139
$
( 30,755
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation
41,318
46,091
Net amortization of debt premiums, discounts and issuance costs
4,685
5,704
Amortization of acquired real estate leases
85,726
105,460
Amortization of deferred leasing costs
3,380
2,771
Gain on sale of real estate
( 10,822
)
( 22,075
)
Loss on impairment of real estate
—
5,584
Loss on early extinguishment of debt
2,701
485
Straight line rental income
( 9,051
)
( 12,461
)
Other non-cash expenses, net
957
1,288
Loss on equity securities
—
44,007
Equity in net losses of investees
536
377
Change in assets and liabilities:
Rents receivable
( 2,162
)
15,886
Deferred leasing costs
( 8,803
)
( 15,208
)
Other assets
5,300
6,104
Accounts payable and other liabilities
( 14,429
)
( 16,858
)
Due to related persons
( 285
)
( 28,610
)
Net cash provided by operating activities
111,190
107,790
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions
( 11,864
)
—
Real estate improvements
( 32,050
)
( 21,126
)
Distributions in excess of earnings from unconsolidated joint ventures
153
1,121
Distributions in excess of earnings from Affiliates Insurance Company
287
—
Proceeds from sale of properties, net
81,528
288,885
Proceeds from repayment of mortgage note receivable
2,880
—
Net cash provided by investing activities
40,934
268,880
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgage notes payable
( 114,413
)
( 9,970
)
Repayment of unsecured term loans
—
( 218,000
)
Repayment of senior unsecured notes
( 400,000
)
—
Proceeds from issuance of senior notes, net of discounts
145,275
—
Borrowings on unsecured revolving credit facility
481,467
85,000
Repayments on unsecured revolving credit facility
( 281,467
)
( 195,000
)
Payment of debt issuance costs
( 503
)
—
Repurchase of common shares
( 57
)
( 63
)
Distributions to common shareholders
( 53,021
)
( 52,895
)
Net cash used in financing activities
( 222,719
)
( 390,928
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE PROPERTIES INCOME TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
Six Months Ended June 30,
2020
2019
Decrease in cash, cash equivalents and restricted cash
$
( 70,595
)
$
( 14,258
)
Cash, cash equivalents and restricted cash at beginning of period
100,696
38,943
Cash, cash equivalents and restricted cash at end of period
$
30,101
$
24,685
Six Months Ended June 30,
2020
2019
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
$
53,811
$
68,640
Income taxes paid
$
—
$
457
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
As of June 30,
2020
2019
Cash and cash equivalents
$
24,485
$
21,102
Restricted cash
5,616
3,583
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
$
30,101
$
24,685
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OFFICE 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 Office Properties Income Trust and its subsidiaries, or OPI, 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, 2019 , or our 2019 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period 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.
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 and assessment of impairment of real estate and the related intangibles.
Note 2. Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or 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. We adopted ASU No. 2016-13 on January 1, 2020 using the modified retrospective approach. The implementation of this standard did not have a material impact in our condensed consolidated financial statements.
Note 3. Per Common Share Amounts
We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. For the three and six months ended June 30, 2020 and 2019, certain unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.
Note 4. Real Estate Properties
As of June 30, 2020 , our wholly owned properties were comprised of 184 properties with approximately 24,909,000 rentable square feet, with an aggregate undepreciated carrying value of $ 3,534,900 and we had noncontrolling ownership interests in three properties totaling approximately 444,000 rentable square feet through two unconsolidated joint ventures in which we own 51 % and 50 % interests. We generally lease space at our properties on a gross lease, modified gross lease or net lease basis pursuant to fixed term contracts expiring between 2020 and 2040 . Some of 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 June 30, 2020 , we entered into 16 leases for approximately 642,000 rentable square feet for a weighted (by rentable square feet) average lease term of 6.1 years and we made commitments for approximately $ 16,529 of leasing related costs. During the six months ended June 30, 2020 , we entered into 43 leases for approximately 1,231,000 rentable square feet for a weighted (by rentable square feet) average lease term of 5.4 years and we made commitments for approximately $ 29,459 of leasing related costs.
As of June 30, 2020 , we have estimated unspent leasing related obligations of $ 61,720 .
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. The future net undiscounted cash
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates. 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 the 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.
Acquisition Activities
In February 2020, we acquired a property adjacent to a property we own in Boston, MA for $ 11,864 , including $ 364 of acquisition related costs. This acquisition was accounted for as an asset acquisition. The purchase price of this acquisition was allocated to land and building in the amounts of $ 2,618 and $ 9,246 , respectively.
In July 2020, we entered into an agreement to acquire an office property located in Denver, CO with approximately 68,000 rentable square feet for a purchase price of $ 38,100 , excluding acquisition related costs. This acquisition is expected to occur before the end of the third quarter. However, this acquisition is subject to due diligence and other closing conditions; accordingly, we cannot be sure that we will complete this acquisition, that this acquisition will not be delayed or that the terms will not change.
Disposition Activities
During the six months ended June 30, 2020 , we sold six properties with a combined 734,784 rentable square feet for an aggregate sales price of $ 85,363 , excluding closing costs and including the repayment of one mortgage note with an outstanding principal balance of $ 13,095 , an annual interest rate of 5.9 % and a maturity date in August 2021.
The sales of these properties, as presented in the table below, do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift in our business. As a result, the results of operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).
Date of Sale
Number of Properties
Location
Rentable Square Feet
Gross
Sales Price (1)
Gain (Loss) on Sale of Real Estate
January 2020
2
Stafford, VA
64,656
$
14,063
$
4,704
January 2020
1
Windsor, CT
97,256
7,000
314
February 2020
1
Lincolnshire, IL
222,717
12,000
1,176
March 2020
1
Trenton, NJ
267,025
30,100
( 192
)
March 2020
1
Fairfax, VA
83,130
22,200
4,820
6
734,784
$
85,363
$
10,822
(1)
Gross sales price is equal to the gross contract price, includes purchase price adjustments, if any, and excludes closing costs.
In July 2020, we entered into an agreement to sell a four property business park located in Fairfax, VA containing approximately 171,000 rentable square feet for a gross sales price of $ 25,400 , excluding closing costs. This sale is expected to occur before the end of the third quarter. However, this sale is subject to conditions; accordingly, we cannot be sure that we will complete this sale or that this sale will not be delayed or the terms will not change.
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
Unconsolidated Joint Ventures
We own interests in two joint ventures that own three properties. We account for these investments under the equity method of accounting. As of June 30, 2020 and December 31, 2019 , our investments in unconsolidated joint ventures consisted of the following:
OPI Carrying Value of Investments at
Joint Venture
OPI Ownership
June 30,
2020
December 31, 2019
Number of Properties
Location
Rentable Square Feet
Prosperity Metro Plaza
51 %
$
22,304
$
22,483
2
Fairfax, VA
328,655
1750 H Street, NW
50 %
16,763
17,273
1
Washington, D.C.
115,411
Total
$
39,067
$
39,756
3
444,066
The following table provides a summary of the mortgage debt of our two unconsolidated joint ventures:
Joint Venture
Interest Rate (1)
Maturity Date
Principal Balance at June 30, 2020 and December 31, 2019 (2)
Prosperity Metro Plaza
4.09 %
12/1/2029
$
50,000
1750 H Street, NW
3.69 %
8/1/2024
32,000
Weighted Average / Total
3.93 %
$
82,000
(1)
Includes the effect of mark to market purchase accounting.
(2)
Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint ventures we do not own. None of the debt is recourse to us.
At June 30, 2020 , the aggregate unamortized basis difference of our two unconsolidated joint ventures of $ 7,706 is primarily attributable to the difference between the amount we paid to purchase our interest in these joint ventures, including transaction costs, and the historical carrying value of the net assets of these joint ventures. This difference is being amortized over the remaining useful life of the related properties and the resulting amortization expense is included in equity in net losses of investees in our condensed consolidated statements of comprehensive income (loss).
Note 5. Leases
Revenue Recognition. Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. In certain circumstances, some leases provide the tenant with the right to terminate if the legislature or other funding authority does not appropriate the funding necessary for the tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the full 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 $ 3,468 and $ 5,667 for the three months ended June 30, 2020 and 2019, respectively, and $ 9,051 and $ 12,461 for the six months ended June 30, 2020 and 2019, respectively. Rents receivable, excluding properties classified as held for sale, include $ 63,829 and $ 54,837 of straight line rent receivables at June 30, 2020 and December 31, 2019 , respectively.
We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 18,302 and $ 38,048 for the three and six months ended June 30, 2020 , respectively, of which tenant reimbursements totaled $ 17,229 and $ 35,851 , respectively. For the three and six months ended June 30, 2019 , such payments totaled $ 22,696 and $ 46,090 , respectively, of which tenant reimbursements totaled $ 21,540 and $ 43,663 , respectively.
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
As a result of the COVID-19 pandemic, some of our tenants have requested rent assistance. As of July 27, 2020, we have granted temporary rent assistance totaling $ 2,475 to 23 of our tenants who represent approximately 3.7 % of our annualized rental income, as defined below, as of June 30, 2020, pursuant to a deferred payment plan whereby these tenants will be obligated to pay, in most cases, the deferred rent over a 12 -month period beginning in September 2020. We have elected to use the FASB relief package regarding the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. The FASB relief package provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as or less than the original lease. Because the deferred rent amounts referenced above will be repaid over a 12 -month period, the cash flows from the respective leases are substantially the same as before the rent deferrals. The deferred amounts did not impact our results for the three and six months ended June 30, 2020 and, as of June 30, 2020, we recognized an increase in our accounts receivable related to these deferred payments of $ 2,222 .
Right of Use Asset and Lease Liability . For leases where we are the lessee, we are required to record a right of use asset and lease liability for all leases with an initial term greater than 12 months. As of June 30, 2020 , we had one lease that met these criteria where we are the lessee, which expires on January 31, 2021. We sublease a portion of the space, which sublease expires on January 31, 2021. The values of the right of use asset and related liability representing our future obligation under the lease arrangement for which we are the lessee were $ 1,167 and $ 1,190 , respectively, as of June 30, 2020 , and $ 2,149 and $ 2,179 , respectively, as of December 31, 2019. The right of use asset and related lease liability are included within other assets, net and accounts payable and other liabilities, respectively, within our condensed consolidated balance sheets. Rent expense incurred under the lease, net of sublease revenue, was $ 446 and $ 381 for the three months ended June 30, 2020 and 2019, respectively, and $ 892 and $ 815 for the six months ended June 30, 2020 and 2019, respectively.
Note 6. Concentration
Tenant 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. As of June 30, 2020 , the U.S. Government, 11 state governments and two other government tenants combined were responsible for approximately 35.1 % of our annualized rental income. As of June 30, 2019 , the U.S. Government, 13 state governments and three other government tenants combined were responsible for approximately 35.7 % of our annualized rental income. The U.S. Government is our largest tenant by annualized rental income and was responsible for approximately 25.2 % and 25.6 % of our annualized rental income as of June 30, 2020 and 2019 , respectively.
Geographic Concentration
At June 30, 2020 , our 184 wholly owned properties were located in 34 states and the District of Columbia. Properties located in Virginia , California , the District of Columbia , Texas and Maryland were responsible for 15.1 % , 12.1 % , 10.9 % , 8.3 % and 6.7 % of our annualized rental income as of June 30, 2020 , respectively.
Note 7. Indebtedness
Our principal debt obligations at June 30, 2020 were: (1) $ 200,000 of outstanding borrowings under our $ 750,000 unsecured revolving credit facility; (2) $ 1,810,000 aggregate outstanding principal amount of senior unsecured notes; and (3) $ 211,796 aggregate outstanding principal amount of mortgage notes.
Our $ 750,000 revolving credit facility is governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders that includes a feature under which the maximum aggregate borrowing availability may be increased to up to $ 1,950,000 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, 2023 and, subject to our payment of an extension fee and meeting certain other conditions, we have the option to extend the stated maturity date of our revolving credit facility by two additional six month periods. 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 110 basis points per annum at June 30, 2020 , on the amount outstanding under our revolving credit facility. We also pay a facility fee on the total
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
amount of lending commitments under our revolving credit facility, which was 25 basis points per annum at June 30, 2020 . Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of June 30, 2020 and December 31, 2019, the annual interest rate payable on borrowings under our revolving credit facility was 1.2 % and 2.7 % , respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 1.3 % and 3.5 % for the three months ended June 30, 2020 and 2019 , respectively, and 2.1 % and 3.5 % for the six months ended June 30, 2020 and 2019 , respectively. As of June 30, 2020 and July 29, 2020, we had $ 200,000 and $ 180,000 , respectively, outstanding under our revolving credit facility, and $ 550,000 and $ 570,000 , respectively, available for borrowing under our revolving credit facility.
Our credit agreement and senior unsecured notes indentures and their 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 senior unsecured notes indentures and their supplements also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants 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 unsecured notes indentures and their supplements at June 30, 2020 .
In January 2020, we redeemed, at par plus accrued interest, all $ 400,000 of our 3.60 % senior unsecured notes due 2020. As a result of the redemption of our 3.60 % senior unsecured notes due 2020, we recognized a loss on early extinguishment of debt of $ 61 during the six months ended June 30, 2020 , to write off unamortized discounts.
In March 2020, in connection with the sale of one property, we prepaid, at a premium plus accrued interest, a mortgage note secured by that property with an outstanding principal balance of $ 13,095 , an annual interest rate of 5.9 % and a maturity date in August 2021, which was classified in liabilities of properties held for sale in our condensed consolidated balance sheet as of December 31, 2019. As a result of the prepayment of this mortgage note, we recognized a loss on early extinguishment of debt of $ 508 during the six months ended June 30, 2020 , from a prepayment penalty and the write off of unamortized debt issuance costs.
In March 2020, we prepaid, at a premium plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $ 66,780 , an annual interest rate of 4.0 % and a maturity date in September 2030. As a result of the prepayment of this mortgage note, we recognized a loss on early extinguishment of debt of $ 2,713 during the six months ended June 30, 2020 , from a prepayment penalty and the write off of unamortized discounts.
In April 2020, we prepaid, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $ 32,677 , an annual interest rate of 5.7 % and a maturity date in July 2020. As a result of the prepayment of this mortgage note, we recognized a gain on early extinguishment of debt of $ 163 during the six months ended June 30, 2020 , from the write off of unamortized premiums.
In June 2020, we issued $ 150,000 of our 6.375 % senior unsecured notes due 2050 in an underwritten public offering, raising net proceeds of $ 144,772 , after deducting underwriters’ discounts and estimated offering expenses. In connection with this offering, we granted the underwriters a 30 day option to purchase up to an additional $ 22,500 aggregate principal amount of these notes. In July 2020, the underwriters partially exercised this option for an additional $ 12,000 of these notes. These notes require quarterly payments of interest only through maturity and may be repaid at par (plus accrued and unpaid interest) on or after June 23, 2025.
At June 30, 2020 , eight of our consolidated properties with an aggregate net book value of $ 354,773 were encumbered by mortgage notes with an aggregate principal amount of $ 211,796 . Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants.
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
Note 8. Fair Value of Assets and Liabilities
Our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, accounts payable, a revolving credit facility, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits. At June 30, 2020 and December 31, 2019, the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:
As of June 30, 2020
As of December 31, 2019
Financial Instrument
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Senior unsecured notes, 3.60% interest rate, due in 2020 (2)
$
—
$
—
$
399,934
$
400,048
Senior unsecured notes, 4.00% interest rate, due in 2022
298,118
299,565
297,657
306,096
Senior unsecured notes, 4.15% interest rate, due in 2022
298,324
299,199
297,795
307,221
Senior unsecured notes, 4.25% interest rate, due in 2024
341,159
347,069
340,018
364,602
Senior unsecured notes, 4.50% interest rate, due in 2025
382,919
399,232
381,055
419,578
Senior unsecured notes, 5.875% interest rate, due in 2046
301,091
288,176
300,920
322,028
Senior unsecured notes, 6.375% interest rate, due in 2050 (3)
144,776
147,780
—
—
Mortgage notes payable (4)
210,539
214,129
323,074
331,675
Total
$
1,976,926
$
1,995,150
$
2,340,453
$
2,451,248
(1)
Includes unamortized debt premiums, discounts and issuance costs totaling $ 44,870 and $ 45,756 as of June 30, 2020 and December 31, 2019, respectively.
(2)
These senior unsecured notes were redeemed in January 2020.
(3)
These senior unsecured notes were issued in June 2020. In July 2020, we issued an additional $ 12,000 of these senior unsecured notes in connection with the underwriters partial exercise of their option to purchase additional notes.
(4)
Balance as of December 31, 2019 includes one mortgage note with a carrying value of $ 13,128 net of unamortized issuance costs totaling $ 38 which is classified in liabilities of properties held for sale in our condensed consolidated balance sheet. This mortgage note was secured by a property in Fairfax, VA that was sold in March 2020. The mortgage note was repaid at closing.
We estimated the fair value of our senior unsecured notes (except for our senior unsecured notes due 2046 and 2050) using an average of the bid and ask price of the notes (Level 2 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. We estimated the fair value of our senior unsecured notes due 2046 and 2050 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 using discounted cash flow analyses and currently prevailing market rates (Level 3 inputs as defined in the fair value hierarchy under GAAP) as of the measurement date. Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value.
Note 9. Shareholders’ Equity
Share Awards
On May 27, 2020, in accordance with our Trustee compensation arrangements, we awarded to each of our eight Trustees 3,500 of our common shares, valued at $ 26.61 per share, the closing price of our common shares on Nasdaq on that day.
Share Purchases
During the three and six months ended June 30, 2020 , we purchased an aggregate of 1,129 and 2,141 of our common shares, respectively, valued at weighted average share prices of $ 26.27 and $ 26.52 per share, respectively, from one of our Trustees and certain former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.
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OFFICE PROPERTIES INCOME TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
Distributions
During the six months ended June 30, 2020 , we declared and paid regular quarterly distributions to common shareholders as follows:
Declaration Date
Record Date
Paid Date
Distributions Per Common Share
Total Distributions
January 16, 2020
January 27, 2020
February 20, 2020
$
0.55
$
26,511
April 2, 2020
April 13, 2020
May 21, 2020
0.55
26,510
$
1.10
$
53,021
On July 16, 2020 , we declared a regular quarterly distribution to common shareholders of record on July 27, 2020 of $ 0.55 per share, or approximately $ 26,500 . We expect to pay this distribution on or about August 20, 2020 .
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 $ 4,302 and $ 5,322 for the three months ended June 30, 2020 and 2019 , respectively, and $ 9,001 and $ 11,044 for the six months ended June 30, 2020 and 2019 , respectively. Based on our common share total return, as defined in our business management agreement, as of June 30, 2020 and 2019, no estimated incentive fees are included in the net business management fees we recognized for the three or six months ended June 30, 2020 or 2019 . The actual amount of annual incentive fees for 2020, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2020, and will be payable in 2021. We did no t incur an incentive fee payable to RMR LLC for the year ended December 31, 2019. We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).
Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $ 5,128 and $ 5,534 for the three months ended June 30, 2020 and 2019 , respectively, and $ 10,192 and $ 10,983 for the six months ended June 30, 2020 and 2019 , 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 or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $ 6,259 and $ 6,533 for these expenses and costs for the three months ended June 30, 2020 and 2019 , respectively, and $ 12,250 and $ 13,157 for these expenses and costs for the six months ended June 30, 2020 and 2019 , respectively. We included these amounts in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).
Note 11. Related Person Transactions
We have relationships and historical and continuing transactions with RMR LLC, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David Blackman,
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
(unaudited)
our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR LLC, and each of our other officers is also an officer and employee of RMR LLC. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services. Adam Portnoy serves as chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these public companies. Other officers of RMR LLC, including Mr. Blackman and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies.
Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. For more information regarding our management agreements with RMR LLC, see Note 10.
Leases with RMR LLC. We lease office space to RMR LLC in certain of our properties for RMR LLC’s property management offices. Pursuant to our lease agreements with RMR LLC, we recognized rental income from RMR LLC for leased office space of $ 274 and $ 287 for the three months ended June 30, 2020 and 2019 , respectively, and $ 554 and $ 566 for the six months ended June 30, 2020 and 2019 , respectively.
Affiliates Insurance Company, or AIC . Until its dissolution on February 13, 2020 we, ABP Trust and five other companies to which RMR LLC provides management services owned AIC in equal amounts. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers.
As of June 30, 2020 and December 31, 2019, our investment in AIC had a carrying value of $ 11 and $ 298 , respectively. These amounts are included in other assets, net in our condensed consolidated balance sheets. In June 2020, we received an additional liquidating distribution of approximately $ 287 from AIC in connection with its dissolution. We did no t recognize any income related to our investment in AIC for the three or six months ended June 30, 2020 , respectively, and we recognized income of $ 130 and $ 534 for the three and six months ended June 30, 2019 , respectively. These amounts are included in equity in net losses of investees in our condensed consolidated statements of comprehensive income (loss). Our other comprehensive loss for the 2019 period includes our proportionate part of unrealized gains (losses) on fixed income securities, which are owned by AIC, related to our investment in AIC.
For more information about these and other such relationships and certain other related person transactions, refer to our 2019 Annual Report.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.