OFFICE PROPERTIES INCOME TRUST 10-Q

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 2021 Annual Report. OVERVIEW (dollars in thousands, except per share and per square foot data) We are a real estate investment trust, or REIT, organized under Maryland law. As of March 31, 2022, our wholly owned properties were comprised of 174 properties and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties containing approximately 444,000 rentable square feet. As of March 31, 2022, our properties are located in 32 states and the District of Columbia and contain approximately 22,941,000 rentable square feet. As of March 31, 2022, our properties were leased to 298 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.1 years. The U.S. government is our largest tenant, representing approximately 19.4% of our annualized rental income as of March 31, 2022. The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2022, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. The COVID-19 pandemic and the various governmental and market responses intended to contain and mitigate the spread of the virus and its detrimental public health impact have had a significant impact on the global economy, including the U.S. economy. Many of the restrictions that had been imposed in the United States during the pandemic have since been lifted and commercial activity in the United States generally has increasingly returned to pre-pandemic practices and operations. We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. To date, the COVID-19 pandemic has not had a significant adverse impact on our business and we continue to believe that our financial resources, the characteristics of our portfolio, including the diversity of our tenant base, both geographically and by industry, and the financial strength and resources of our tenants, will enable us to withstand the COVID-19 pandemic. The ultimate adverse impact of the COVID-19 pandemic is highly uncertain and subject to change. As a result, we do not yet know the full extent of potential impacts on our business and operations, our tenants’ businesses and operations or the global economy as a whole. For more information and risks relating to the COVID-19 pandemic on us and our business, see Part I, Item 1A, “Risk Factors”, of our 2021 Annual Report. Property Operations Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of March 31, 2022 and excludes three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. For more information regarding our properties classified as held for sale and our two unconsolidated joint ventures, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Occupancy data for our properties as of March 31, 2022 and 2021 was as follows (square feet in thousands): All Properties (1) Comparable Properties (2) March 31, March 31, 2022 2021 2022 2021 Total properties (3) 174 180 163 163 Total rentable square feet (4) 22,941 24,568 20,503 20,497 Percent leased (5) 88.8 % 90.8 % 91.2 % 91.7 % (1) Based on properties we owned on March 31, 2022 and 2021, respectively. (2) Based on properties we owned continuously since January 1, 2021; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. (3) Includes one leasable land parcel. (4) Subject to changes when space is remeasured or reconfigured for tenants. (5) 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. 15 Table of Contents The average effective rental rate per square foot for our properties for the three months ended March 31, 2022 and 2021 are as follows: Three Months Ended March 31, 2022 2021 Average effective rental rate per square foot (1) : All properties (2) $ 29.40 $ 25.95 Comparable properties (3) $ 27.24 $ 26.97 (1) Average 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. (2) Based on properties we owned on March 31, 2022 and 2021, respectively. (3) Based on properties we owned continuously since January 1, 2021; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. During the three months ended March 31, 2022, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands): Three Months Ended March 31, 2022 Leased Available for Lease Total Beginning of period 20,817 2,454 23,271 Changes resulting from: Disposition of properties (163) (167) (330) Lease expirations (853) 853 — Lease renewals (1) 336 (336) — New leases (1) 236 (236) — End of period 20,373 2,568 22,941 (1) Based on leases entered during the three months ended March 31, 2022. Leases at our properties totaling approximately 853,000 rentable square feet expired during the three months ended March 31, 2022. During the three months ended March 31, 2022, we entered into new and renewal leases as summarized in the following table (square feet in thousands): Three Months Ended March 31, 2022 New Leases Renewals Total Rentable square feet leased 236 336 572 Weighted average rental rate change (by rentable square feet) 6.7 % 3.8 % 5.1 % Tenant leasing costs and concession commitments (1) $ 26,855 $ 5,893 $ 32,748 Tenant leasing costs and concession commitments per rentable square foot (1) $ 113.66 $ 17.56 $ 57.26 Weighted (by square feet) average lease term (years) 10.4 10.9 10.7 Total leasing costs and concession commitments per rentable square foot per year (1) $ 10.94 $ 1.61 $ 5.36 (1) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. 16 Table of Contents During the three months ended March 31, 2022, changes in effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the three months ended March 31, 2022, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows (square feet in thousands): Three Months Ended March 31, 2022 Old Effective Rent Per Square Foot (1) New Effective Rent Per Square Foot (1) Rentable Square Feet New leases $ 8.47 $ 7.86 252 Lease renewals $ 27.43 $ 29.08 492 Total leasing activity $ 21.00 $ 21.89 744 (1) Effective rental rates include 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 exclude lease value amortization. During the three months ended March 31, 2022 and 2021, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows: Three Months Ended March 31, 2022 2021 Lease related costs (1) $ 8,664 $ 6,970 Building improvements (2) 2,783 4,526 Recurring capital expenditures 11,447 11,496 Development, redevelopment and other activities (3) 37,524 4,906 Total capital expenditures $ 48,971 $ 16,402 (1) Lease related costs generally include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and other tenant inducements. (2) Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. (3) Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue. In addition to the capital expenditures described above, we contributed $1,070 to one of our unconsolidated joint ventures during the three months ended March 31, 2022. Also, as of March 31, 2022, we have estimated unspent leasing related obligations of $128,009, of which we expect to spend $78,134 over the next 12 months. As of March 31, 2022, we had leases at our properties totaling approximately 1,482,000 rentable square feet that were scheduled to expire through March 31, 2023. As of April 27, 2022, we expect tenants with leases totaling approximately 543,000 rentable square feet that are scheduled to expire through March 31, 2023, to not renew their leases upon expiration and we cannot be sure as to whether other tenants will renew their leases upon expiration. As a result of the COVID-19 pandemic, its economic impact and the uncertainty of whether certain market practices and trends in response to the pandemic will be sustained or increased, overall leasing activity has been volatile and may remain so until office property market conditions meaningfully improve and stabilize for a sustained period. However, we remain focused on proactive dialogues with our existing tenants and overall tenant retention. Prevailing market conditions and government and other tenants’ needs at the time we negotiate and enter leases or lease renewals will generally determine rental rates and demand for leased space at our properties, and market conditions and our tenants’ needs are beyond our control. Whenever we renew or enter into new leases for our properties, we intend to seek rents which are equal to or higher than our historical rents for the same properties; however, our ability to maintain or increase the rents for our current properties will depend in large part upon market conditions, which are beyond our control. We cannot be sure of the rental rates which will result from our ongoing negotiations regarding lease renewals or any new or renewed leases we may enter; also, we may experience material declines in our rental income due to vacancies upon lease expirations or early terminations or lower rents upon lease renewal or reletting. Additionally, we may incur significant costs to renew our leases with current tenants or lease our properties to new tenants. 17 Table of Contents As of March 31, 2022, our lease expirations by year are as follows (square feet in thousands): Year (1) Number of Leases Expiring Leased Square Feet Expiring (2) Percent of Total Cumulative Percent of Total Annualized Rental Income Expiring Percent of Total Cumulative Percent of Total 2022 53 1,167 5.7 % 5.7 % $ 28,607 5.0 % 5.0 % 2023 63 2,531 12.4 % 18.1 % 82,679 14.5 % 19.5 % 2024 55 3,232 15.9 % 34.0 % 85,660 15.0 % 34.5 % 2025 48 2,122 10.4 % 44.4 % 45,395 7.9 % 42.4 % 2026 39 1,831 9.0 % 53.4 % 48,635 8.5 % 50.9 % 2027 33 1,926 9.5 % 62.9 % 50,265 8.8 % 59.7 % 2028 17 1,288 6.3 % 69.2 % 50,050 8.7 % 68.4 % 2029 20 1,038 5.1 % 74.3 % 30,196 5.3 % 73.7 % 2030 14 520 2.6 % 76.9 % 15,562 2.7 % 76.4 % 2031 and thereafter 50 4,718 23.1 % 100.0 % 134,980 23.6 % 100.0 % Total 392 20,373 100.0 % $ 572,029 100.0 % Weighted average remaining lease term (in years) 5.9 6.1 (1) The year of lease expiration is pursuant to current contract terms. Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability. As of March 31, 2022, tenants occupying approximately 4.2% of our rentable square feet and responsible for approximately 4.6% of our annualized rental income as of March 31, 2022 currently have exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2035, 2037 and 2040, early termination rights become exercisable by other tenants who currently occupy an additional approximately 1.1%, 2.9%, 2.6%, 3.9%, 1.2%, 0.7%, 1.2%, 0.5%, 0.7%, 0.1%, 0.4%, 0.1% and 0.3% of our rentable square feet, respectively, and contribute an additional approximately 1.2%, 4.0%, 2.9%, 7.6%, 1.5%, 1.2%, 1.4%, 1.0%, 0.8%, 0.1%, 0.5%, 0.2% and 0.4% of our annualized rental income, respectively, as of March 31, 2022. In addition, as of March 31, 2022, pursuant to leases with 14 of our tenants, these tenants have rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These 14 tenants occupy approximately 6.0% of our rentable square feet and contribute approximately 6.8% of our annualized rental income as of March 31, 2022. (2) Leased square feet is pursuant to leases existing as of March 31, 2022, 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 remeasured or reconfigured for new tenants. We generally will seek to renew or extend the terms of leases at properties with tenants when they expire. Because of the capital many of our single tenants have invested in the properties they lease from us and because many of these properties appear to be of strategic importance to such tenants’ businesses, we believe that it is likely that these tenants will renew or extend their leases prior to when they expire. However, recent shifts in workplace practices, including as a result of the COVID-19 pandemic, have resulted in a significant increase in alternative work arrangements, including work from home practices. It is uncertain to what extent and how long work from home arrangements may continue, or if other hybrid work arrangements will continue or increase. Despite these shifts in workplace practices, our recent leasing activity and negotiations for vacant or expiring space may suggest that there is an improving demand environment for office space. However, if these arrangements continue or increase, our tenants may not seek to renew or extend their leases when they expire, or may seek to renew their leases for less space than they currently occupy. If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet some of these properties. We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government tenants have reduced their space utilization per employee and consolidated government tenants into existing government owned properties. This activity has reduced 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 manage 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 renewing their leases for less space than they currently occupy. Also, our government tenants’ desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Increasing uncertainty with respect to government agency budgets and funding to implement relocations, consolidations and reconfigurations has resulted in delayed decisions by some of our government tenants and their reliance on short term lease renewals; however, activity prior to the outbreak of the COVID-19 pandemic suggested that the U.S. government had begun to shift its leasing strategy to include longer term leases and was actively exploring 10 to 20 year lease terms at renewal, in some instances. However, the COVID-19 18 Table of Contents pandemic and its aftermath have had negative impacts on government budgets and resources. Although there have been indications that certain of those impacts may not have been as negative as originally expected, it is unclear what the effect of these impacts will be on government demand for leasing office space. Given the significant uncertainties, including as to the COVID-19 pandemic and its economic impact and the extent to which certain market trends, such as work from home practices, may continue or increase, we are unable to reasonably project what the financial impact of market conditions or changing government circumstances will be on the demand for leased space at our properties and our financial results for future periods. As of March 31, 2022, we derive 22.2% of our annualized rental income from our properties located in the metropolitan Washington, D.C. market area, which includes Washington, D.C., Northern Virginia and suburban Maryland. A downturn in economic conditions in this area could result in reduced demand from tenants for our properties or reduce the rents that our tenants in this area are willing to pay when our leases expire or terminate and when renewal or new terms are negotiated. Additionally, in recent years there has been a decrease in demand for new leased office space by the U.S. government in the metropolitan Washington, D.C. market area, and that could increase competition for government tenants and adversely affect our ability to retain government tenants when our leases expire. Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant’s lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant’s lease obligations. As of March 31, 2022, tenants contributing 52.6% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 11.0% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents). 19 Table of Contents As of March 31, 2022, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands): Tenant Credit Rating Sq. Ft. % of Leased Sq. Ft. Annualized Rental Income % of Total Annualized Rental Income 1 U.S. Government Investment Grade 4,100 20.1 % $ 110,949 19.4 % 2 Alphabet Inc. (Google) Investment Grade 386 1.9 % 23,713 4.1 % 3 Shook, Hardy & Bacon L.L.P. Not Rated 596 2.9 % 19,187 3.4 % 4 IG Investments Holdings LLC Not Rated 333 1.6 % 15,991 2.8 % 5 Bank of America Corporation Investment Grade 577 2.8 % 15,766 2.8 % 6 State of California Investment Grade 523 2.6 % 15,696 2.7 % 7 Commonwealth of Massachusetts Investment Grade 311 1.5 % 12,260 2.1 % 8 CareFirst Inc. Not Rated 207 1.0 % 11,498 2.0 % 9 Northrop Grumman Corporation Investment Grade 337 1.7 % 11,465 2.0 % 10 Tyson Foods, Inc. Investment Grade 248 1.2 % 11,042 1.9 % 11 Sonesta International Hotels Corporation (1) Not Rated 230 1.1 % 10,745 1.9 % 12 CommScope Holding Company Inc Non Investment Grade 228 1.1 % 9,370 1.6 % 13 State of Georgia Investment Grade 308 1.5 % 7,383 1.3 % 14 PNC Bank Investment Grade 441 2.2 % 6,924 1.2 % 15 Micro Focus International plc Non Investment Grade 215 1.1 % 6,905 1.2 % 16 Compass Group plc Investment Grade 267 1.3 % 6,703 1.2 % 17 ServiceNow, Inc. Investment Grade 149 0.7 % 6,637 1.2 % 18 Allstate Insurance Co. Investment Grade 468 2.3 % 6,479 1.1 % 19 Automatic Data Processing, Inc. Investment Grade 289 1.4 % 6,087 1.1 % 20 Church & Dwight Co., Inc. Investment Grade 250 1.2 % 6,037 1.1 % Total 10,463 51.2 % $ 320,837 56.1 % (1) In June 2021, we entered into a 30-year lease with Sonesta. The lease relates to the redevelopment of a property we own in Washington, D.C to a mixed use and Sonesta's lease relates to the planned hotel component of the property. The term of the lease commences upon our delivery of the completed hotel, which is estimated to occur in the first quarter of 2023. For more information about our lease with Sonesta, see Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report on Form 10-Q. Disposition Activities During the three months ended March 31, 2022, we sold four properties containing approximately 330,000 rentable square feet for an aggregate sales price of $29,470, excluding closing costs. We continue to evaluate our portfolio to strategically recycle capital and are currently in various stages of marketing for sale more than 30 properties containing over 3,000,000 rentable square feet. As of April 27, 2022, we have entered into agreements to sell two properties containing approximately 470,000 rentable square feet, including one property that was classified as held for sale as of March 31, 2022, for an aggregate sales price of $38,300, excluding closing costs. These sales are expected to occur before the end of the second quarter of 2022. However, these sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the terms will not change. For more information about our disposition activities, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Financing Activities In April 2022, we prepaid, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $24,863, an annual interest rate of 4.22% and a maturity date in July 2022 using cash on hand. Segment Information We operate in one business segment: ownership of real estate properties. 20 Table of Contents RESULTS OF OPERATIONS (amounts in thousands, except per share amounts) Three Months Ended March 31, 2022, Compared to Three Months Ended March 31, 2021 Comparable Properties Results (1) Three Months Ended March 31, Non-Comparable Properties Results Three Months Ended March 31, Consolidated Results Three Months Ended March 31, 2022 2021 $ Change % Change 2022 2021 2022 2021 $ Change % Change Rental income $ 125,387 $ 125,994 $ (607) (0.5 %) $ 21,967 $ 18,530 $ 147,354 $ 144,524 $ 2,830 2.0 % Operating expenses: Real estate taxes 13,653 13,914 (261) (1.9 %) 2,992 2,240 16,645 16,154 491 3.0 % Utility expenses 6,143 5,677 466 8.2 % 722 755 6,865 6,432 433 6.7 % Other operating expenses 23,641 22,192 1,449 6.5 % 3,722 3,247 27,363 25,439 1,924 7.6 % Total operating expenses 43,437 41,783 1,654 4.0 % 7,436 6,242 50,873 48,025 2,848 5.9 % Net operating income (2) $ 81,950 $ 84,211 $ (2,261) (2.7 %) $ 14,531 $ 12,288 96,481 96,499 (18) n/m Other expenses: Depreciation and amortization 60,469 64,087 (3,618) (5.6 %) Loss on impairment of real estate 17,047 7,660 9,387 122.5 % General and administrative 5,706 11,272 (5,566) (49.4 %) Total other expenses 83,222 83,019 203 0.2 % Gain on sale of real restate 2,149 54,004 (51,855) (96.0 %) Interest and other income 1 5 (4) (80.0 %) Interest expense (27,439) (28,798) 1,359 (4.7 %) Income (loss) before income tax expense and equity in net losses of investees (12,030) 38,691 (50,721) (131.1 %) Income tax expense (531) (435) (96) 22.1 % Equity in net losses of investees (846) (396) (450) 113.6 % Net income (loss) $ (13,407) $ 37,860 $ (51,267) (135.4 %) Weighted average common shares outstanding (basic) 48,243 48,161 82 0.2 % Weighted average common shares outstanding (diluted) 48,243 48,196 69 0.1 % Per common share amounts (basic and diluted): Net income (loss) $ (0.28) $ 0.78 $ (1.06) (135.9 %) n/m - not meaningful (1) Comparable properties consists of 163 properties we owned on March 31, 2022 and which we owned continuously since January 1, 2021 and excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. (2) Our definition of net operating income, or NOI, and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.” References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. 21 Table of Contents Rental income. The increase in rental income reflects an increase in rental income of $11,842 related to acquired properties, offset by decreases in rental income of $7,011 as a result of property disposition activities, $1,394 for properties undergoing significant redevelopment and $607 related to comparable properties. The decrease in rental income for properties undergoing significant redevelopment is primarily due to the reduction in occupied space at a property located in Washington, D.C. that began a redevelopment project during 2021, partially offset by termination fee revenue at a property located in Seattle, WA that began a redevelopment project after the former tenant’s lease was terminated in February 2022. The decrease in rental income for comparable properties is primarily due to reductions in occupied space at certain of our properties and lower reimbursement revenue in the 2022 period, partially offset by termination fee revenue related to the strategic re-leasing of one of our properties and higher parking garage revenue as a result of higher parking volumes in the 2022 period. Rental income includes non-cash straight line rent adjustments totaling $2,686 in the 2022 period and $5,357 in the 2021 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $(343) in the 2022 period and $(722) in the 2021 period. Real estate taxes. The increase in real estate taxes primarily reflects an increase in real estate taxes of $2,188 related to acquired properties, offset by decreases of $908 for properties undergoing significant redevelopment, $528 related to property disposition activities and $261 for comparable properties. Real estate taxes for comparable properties decreased primarily due to lower assessed values at certain of our properties in the 2022 period. Utility expenses. The increase in utility expenses reflects increases in utility expenses of $466 for comparable properties and $321 for acquired properties, offset by decreases in utility expenses of $224 related to property disposition activities and $130 for properties undergoing significant redevelopment. The increase in utility expenses for comparable properties is primarily due to increases in electricity and water usage and rates at certain of our properties in the 2022 period. 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 primarily reflects increases of $2,029 for acquired properties and $1,449 for comparable properties, offset by decreases of $1,391 related to property disposition activities and $163 for properties undergoing significant redevelopment. The increase in other operating expenses for comparable properties is primarily due to increases in certain expenses as building utilization levels begin to rise, including parking garage and cleaning expenses, as well as higher repairs and maintenance expenses at certain of our properties in the 2022 period. Depreciation and amortization. The decrease in depreciation and amortization primarily reflects decreases of $6,972 for comparable properties, $3,449 related to property disposition activities and $51 related to properties undergoing significant redevelopment, offset by an increase of $6,854 for acquired properties. Depreciation and amortization for comparable properties declined due to certain leasing related assets becoming fully depreciated after January 1, 2021. Loss on impairment of real estate. We recorded a $2,184 loss on impairment of real estate to reduce the carrying value of one property to its estimated fair value less costs to sell and a $14,863 loss on impairment of real estate to reduce the carrying value of one property that was held and used to its estimated fair value in the 2022 period. We recorded a $7,660 loss on impairment of real estate in the 2021 period to reduce the carrying value of two properties to their estimated fair values less costs to sell. 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 decrease in general and administrative expenses is primarily the result of $5,200 of accrued estimated business management incentive fees in the 2021 period, a state franchise tax refund received in the 2022 period and the expiration of an office lease in January 2021 for which we were the lessee, partially offset by an increase in base business management fees resulting from an increase in average total market capitalization in the 2022 period compared to the 2021 period. Gain on sale of real estate. We recorded a $2,149 net gain on sale of real estate resulting from the sale of four properties in the 2022 period. We recorded a $54,004 net gain on sale of real estate resulting from the sale of two properties in the 2021 period. Interest and other income. Interest and other income reflects interest earned, if any, on cash balances invested. Interest expense. The decrease in interest expense is primarily due to the redemption of $610,000 of senior unsecured notes with a weighted average interest rate of 5.0% during 2021, the repayment of a $71,000 mortgage with an interest rate of 3.55% in June 2021 and higher capitalized interest in the 2022 period, partially offset by the issuance of $1,050,000 of senior unsecured notes with a weighted average interest rate of 2.9% subsequent to March 31, 2021. 22 Table of Contents Income tax expense. Income tax expense is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes. Equity in net losses of investees. Equity in net losses of investees represents our proportionate share of losses from our investments in two unconsolidated joint ventures. The increase in equity in net losses of investees is primarily due to reductions in occupied space at properties owned by our unconsolidated joint ventures in the 2022 period. Net income (loss). Net income (loss) and net income (loss) per basic and diluted common share decreased in the 2022 period compared to the 2021 period primarily as a result of the changes noted above. Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC, including the calculations below of NOI, funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe 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 our operating performance between periods and with other REITs and, in the case of 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 of our properties. Net Operating Income The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI as shown below. 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 that we record as depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do. The following table presents the reconciliation of net income (loss) to NOI for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net income (loss) $ (13,407) $ 37,860 Equity in net losses of investees 846 396 Income tax expense 531 435 Income (loss) before income tax expense and equity in net losses of investees (12,030) 38,691 Interest expense 27,439 28,798 Interest and other income (1) (5) Gain on sale of real estate (2,149) (54,004) General and administrative 5,706 11,272 Loss on impairment of real estate 17,047 7,660 Depreciation and amortization 60,469 64,087 NOI $ 96,481 $ 96,499 23 Table of Contents Funds From Operations and Normalized Funds From Operations We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown below and include 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 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 known at the end of the calendar year. 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 and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. The following table presents the reconciliation of net income (loss) to FFO and Normalized FFO for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Net income (loss) $ (13,407) $ 37,860 Add (less): Depreciation and amortization: Consolidated properties 60,469 64,087 Unconsolidated joint venture properties 762 1,006 Loss on impairment of real estate 17,047 7,660 Gain on sale of real estate (2,149) (54,004) FFO 62,722 56,609 Add: Estimated business management incentive fees — 5,200 Normalized FFO $ 62,722 $ 61,809 Weighted average common shares outstanding (basic) 48,243 48,161 Weighted average common shares outstanding (diluted) 48,243 48,196 FFO per common share (basic) $ 1.30 $ 1.18 FFO per common share (diluted) $ 1.30 $ 1.17 Normalized FFO per common share (basic and diluted) $ 1.30 $ 1.28 LIQUIDITY AND CAPITAL RESOURCES Our Operating Liquidity and Resources (dollar amounts in thousands, except per share amounts) Our principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties, net proceeds from property sales and borrowings under our revolving credit facility. We believe that these sources of funds will be sufficient to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders 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 collect rent from our tenants; • our ability to maintain or increase the occupancy of, and the rental rates at, our properties; • our ability to control operating and capital expenses at our properties; • our ability to successfully sell properties that we market for sale; • our ability to develop, redevelop or reposition properties to produce cash flows in excess of our cost of capital; and 24 Table of Contents • our ability to purchase additional properties which produce cash flows from operations in excess of our cost of acquisition capital and property operating and capital expenses. On April 14, 2022, we announced a regular quarterly cash distribution of $0.55 per common share ($2.20 per common share per year). We determine our distribution payout ratio with consideration for our expected capital expenditures as well as cash flows from operations and debt obligations. We expect to accretively grow our property portfolio through our capital recycling program, pursuant to which we plan to selectively sell certain properties from time to time to fund future acquisitions and to manage leverage at levels we believe appropriate with a goal of (1) improving the asset quality of our portfolio by reducing the average age of our properties, lengthening the weighted average term of our leases and increasing the likelihood of retaining our tenants and (2) increasing our cash available for distribution. During the three months ended March 31, 2022, we sold four properties for an aggregate sales price of $29,470, excluding closing costs. In addition, we continue to evaluate our portfolio for opportunities to strategically recycle capital and are currently in various stages of marketing for sale more than 30 properties containing over 3,000,000 rentable square feet. As of April 27, 2022, we have also entered into agreements to sell two properties for an aggregate sales price of $38,300, excluding closing costs. W e continue to carefully consider our capital allocation strategy and believe we are well positioned to opportunistically recycle and deploy capital. 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. The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows: Three Months Ended March 31, 2022 2021 Cash, cash equivalents and restricted cash at beginning of period $ 84,515 $ 56,855 Net cash provided by (used in): Operating activities 50,266 57,942 Investing activities (8,784) 113,896 Financing activities (26,939) (27,218) Cash, cash equivalents and restricted cash at end of period $ 99,058 $ 201,475 The decrease in cash provided by operating activities for the 2022 period compared to the 2021 period was primarily a result of unfavorable changes in working capital in the 2022 period. The increase in cash used in investing activities in the 2022 period compared to the 2021 period is primarily due to lower cash proceeds from our sales of properties in the 2022 period compared to the 2021 period and increased capital expenditures in the 2022 period related to our two redevelopment projects in Washington D.C. and Seattle, WA. Cash used in financing activities in the 2022 period was relatively unchanged compared to the 2021 period and largely relates to our quarterly dividend paid in both periods. Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share 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 revolving credit facility. 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 March 31, 2022, on the amount outstanding under our revolving credit facility, if any. 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, 2022. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. As of March 31, 2022, the annual interest rate payable on borrowings under our revolving credit facility was 1.6%. As of March 31, 2022 and April 27, 2022, we had no amounts outstanding under our revolving credit facility and $750,000 available for borrowing. 25 Table of Contents Our credit agreement includes a feature under which the maximum borrowing availability may be increased to up to $1,950,000 in certain circumstances. Our credit agreement provides that, with certain exceptions, a subsidiary of ours is required to guaranty our obligations under our $750,000 revolving credit facility only if that subsidiary has separately incurred debt (other than nonrecourse debt), within the meaning specified in our credit agreement, or provided a guarantee of debt incurred by us or any of our other subsidiaries. As of March 31, 2022, our debt maturities (other than our revolving credit facility), consisting of senior unsecured notes and mortgage notes, are as follows: Year Debt Maturities 2022 (1)(2) $ 325,212 2023 72,784 2024 350,000 2025 650,000 2026 300,000 Thereafter 912,000 Total $ 2,609,996 (1) In April 2022, we prepaid, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $24,863, an annual interest rate of 4.22% and a maturity date in July 2022 using cash on hand. (2) Our $300,000 4.00% senior notes mature in July 2022. We currently have sufficient liquidity, including cash on hand and availability under our $750,000 revolving credit facility, to redeem these senior notes at, or if we elect to do so, prior to maturity. None of our unsecured debt obligations require sinking fund payments prior to their maturity dates. Our $97,996 in mortgage debts generally require monthly payments of principal and interest through maturity. In addition to our debt obligations, as of March 31, 2022, we have estimated unspent leasing related obligations of $128,009, of which we expect to spend $78,134 over the next 12 months. We are currently in the process of redeveloping a property located in Washington, D.C. We currently estimate the total project costs associated with this redevelopment will be approximately $215,000 and completion of the redevelopment in the first quarter of 2023. As of March 31, 2022, we have incurred approximately $76,925 related to this project. In June 2021, we entered into a 30-year lease for approximately 230,000 rentable square feet at this property that is approximately 25.1% higher than the prior rental rate for the same space, making the redevelopment project 54% pre-leased. See Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding this lease and related redevelopment costs. We are also in the process of redeveloping a three-property campus located in Seattle, WA containing approximately 300,000 rentable square feet. This project includes the repositioning of two properties from office to life science and maintaining the third building for office use. We currently estimate the total project costs associated with this redevelopment will be approximately $144,000 and completion of the redevelopment in the second quarter of 2023. As of March 31, 2022, we have incurred approximately $6,916 related to this project. We currently expect to use cash balances, borrowings under our revolving credit facility, net proceeds from property sales, incurrences or assumptions of mortgage debt and net proceeds from offerings of debt or equity 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 term debt, issuing debt or equity 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 acquisitions or elect to place new mortgages on properties we own as a source of financing. We may also seek to participate in additional joint venture or other arrangements that may provide us with additional sources 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. 26 Table of Contents 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 conduct our business to maintain and grow our operating cash flows. We intend to conduct our business in a manner that 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. For instance, it is uncertain what the duration and severity of the COVID-19 pandemic and its ultimate economic impact will be. A protracted and extensive economic downturn may cause a decline in financing availability and increased costs for financings. Further, such conditions could also disrupt capital markets and limit our access to financing from public sources. During the three months ended March 31, 2022, we paid quarterly distributions to our shareholders totaling $26,634 using cash on hand. On April 14, 2022, we declared a regular quarterly distribution payable to shareholders of record on April 25, 2022 of $0.55 per share, or approximately $26,600. We expect to pay this distribution on or about May 19, 2022 using cash on hand. For more information regarding the distributions we paid and declared during 2022, see Note 8 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We own 51% and 50% interests in two unconsolidated joint ventures which own three properties. The properties owned by these joint ventures are encumbered by an aggregate $82,000 principal amount of mortgage indebtedness, none of which is recourse to us. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investments in these joint ventures under the equity method of accounting. For more information on the financial condition and results of operations of these joint ventures, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Other than these joint ventures, as of March 31, 2022, 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, 2022 consisted of an aggregate outstanding principal balance of $2,512,000 of public issuances of senior unsecured notes and mortgage notes with an aggregate outstanding principal balance of $97,996, that were assumed in connection with certain of our acquisitions. Also, the three properties owned by two joint ventures in which we own 51% and 50% interests secure two additional mortgage notes. Our publicly issued senior unsecured notes are governed by indentures and their supplements. Our credit agreement and our senior unsecured notes indentures and their supplements 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 RMR ceasing to act as our business and property manager. Our credit agreement and our senior unsecured notes indentures and their supplements also contain a number of covenants, including those that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to make distributions to our shareholders under certain circumstances. As of March 31, 2022, we believe we were in compliance with the terms and conditions of our respective covenants under our credit agreement and senior unsecured notes indentures and their supplements. Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants. Neither our credit agreement nor our senior unsecured notes indentures and their supplements contain provisions for acceleration which could be triggered by our credit ratings. However, under our credit agreement our highest senior credit rating is used to determine the fees and interest rates we pay. Accordingly, if that credit rating is downgraded, 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 indentures and their 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, RMR Inc. and others related to them. For more information about these and other such relationships and related person transactions, see Notes 9 and 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2021 Annual Report, our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders and our other filings with the SEC. In addition, 27 Table of Contents see the section captioned “Risk Factors” of our 2021 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.