Office Properties Income Trust Announces First Quarter 2022 Results

Net Loss of $13.4 Million, or $0.28 Per Share

Normalized FFO of $62.7 Million, or $1.30 Per Share

CAD of $51.0 Million, or $1.06 Per Share

Leased 572,000 Square Feet with a 5.1% Roll-up in Rents and a 10.7 Year Weighted Average Term

NEWTON, Mass.–(BUSINESS WIRE)–Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended March 31, 2022.

Christopher Bilotto, President and Chief Operating Officer of OPI, made the following statement:

“OPI’s first quarter results demonstrated continued positive momentum across our business. We completed 572,000 square feet of new and renewal leasing with a 5.1% weighted average roll up in rent and a more than 10 year weighted average lease term. During the past four quarters, we have completed over one million square feet of new leasing, ending the first quarter with same property occupancy greater than 91%. The more than 3.6 million square feet of activity in our leasing pipeline is indicative of an improving demand environment for office space. Normalized FFO and CAD both increased over the prior year period, and we ended the first quarter with nearly $850 million of total liquidity.

We remain committed to our capital recycling program to enhance portfolio quality, generate CAD accretion and manage leverage levels. During the quarter, we sold or agreed to sell six non-core properties, and we are maintaining our previously announced guidance for full year 2022 dispositions to be in the range of approximately $400 million to $500 million in aggregate proceeds. This will allow us to strengthen our portfolio through active development projects and refine our balance sheet, while increasing shareholder returns over the long term.”

Quarterly Results:

 

Three Months Ended March 31,

 

2022

 

2021

 

 

 

 

Financial

(dollars in thousands, except per share data)

Net income (loss)

($13,407)

 

$37,860

Net income (loss) per share

($0.28)

 

$0.78

Normalized FFO per share

$1.30

 

$1.28

CAD per share

$1.06

 

$0.99

Same Property Cash Basis NOI

$78,590

 

$78,663

Net loss for the quarter ended March 31, 2022 was $13.4 million, or $0.28 per diluted share, compared to net income of $37.9 million, or $0.78 per diluted share, for the quarter ended March 31, 2021. Net loss for the quarter ended March 31, 2022 includes a $17.0 million, or $0.35 per diluted share, loss on impairment of real estate, offset by a $2.1 million, or $0.04 per diluted share, gain on sale of real estate. Net income for the quarter ended March 31, 2021 includes a $54.0 million, or $1.12 per diluted share, gain on sale of real estate, partially offset by a $7.7 million, or $0.16 per diluted share, loss on impairment of real estate and $5.2 million, or $0.11 per diluted share, of estimated business management incentive fee expense.

Normalized funds from operations, or Normalized FFO, and cash available for distribution, or CAD, for the quarter ended March 31, 2022 were $62.7 million, or $1.30 per diluted share, and $51.0 million, or $1.06 per diluted share, respectively, compared to Normalized FFO and CAD for the quarter ended March 31, 2021 of $61.8 million, or $1.28 per diluted share, and $47.7 million, or $0.99 per diluted share, respectively.

Same property cash basis net operating income, or Cash Basis NOI, for the quarter ended March 31, 2022 decreased marginally compared to the quarter ended March 31, 2021.

Leasing activity for the quarter ended March 31, 2022 was as follows:

 

Three Months Ended

March 31, 2022

Leasing activity for new and renewal leases (rentable square feet)

572,000

Weighted average rental rate change (by rentable square feet)

5.1%

Weighted average lease term (by rentable square feet)

10.7 years

Leasing concessions and capital commitments (per square foot per lease year)

$5.36

 

As of

Percent Leased

March 31, 2022

 

December 31, 2021

 

March 31, 2021

All properties

88.8%

 

89.5%

 

90.8%

Same properties

91.2%

 

91.1%

 

91.7%

Reconciliations of net income (loss) determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, Normalized FFO, CAD, net operating income, or NOI, and Cash Basis NOI, and a reconciliation of NOI to Same Property NOI and to Same Property Cash Basis NOI, for the quarters ended March 31, 2022 and 2021 appear later in this press release.

Disposition Activities:

As previously reported, in January 2022, OPI sold a property located in Rockville, MD containing approximately 129,000 rentable square feet for a sales price of $6.8 million, excluding closing costs.

As previously reported, in February 2022, OPI sold two properties located in Chesapeake, VA containing approximately 172,000 rentable square feet for a sales price of $18.9 million, excluding closing costs.

In March 2022, OPI sold a property located in Milwaukee, WI containing approximately 29,000 rentable square feet for a sales price of $3.8 million, excluding closing costs.

Also in March 2022, OPI entered into an agreement to sell a property located in Holtsville, NY containing approximately 264,000 rentable square feet for a sales price of $28.5 million, excluding closing costs.

Also in March 2022, OPI entered into an agreement to sell a property located in Houston, TX containing approximately 206,000 rentable square feet for a sales price of $9.8 million, excluding closing costs.

Liquidity and Financing Activities:

As of March 31, 2022, OPI had $97.7 million of cash and cash equivalents and $750.0 million available to borrow under its unsecured revolving credit facility.

In April 2022, OPI prepaid, at par plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $24.9 million, an annual interest rate of 4.22% and a maturity date in July 2022 using cash on hand.

Conference Call:

On Friday, April 29, 2022 at 10:00 a.m. Eastern Time, President and Chief Operating Officer, Christopher Bilotto, and Chief Financial Officer and Treasurer, Matthew Brown, will host a conference call to discuss OPI’s first quarter 2022 financial results.

The conference call telephone number is (877) 328-1172. Participants calling from outside the United States and Canada should dial (412) 317-5418. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Friday, May 6, 2022. To access the replay, dial (412) 317-0088. The replay pass code is 5390161.

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

Supplemental Data:

A copy of OPI’s First Quarter 2022 Supplemental Operating and Financial Data is available for download at OPI’s website, www.opireit.com. OPI’s website is not incorporated as part of this press release.

Non-GAAP Financial Measures:

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

Please see the pages attached hereto for a more detailed statement of OPI’s operating results and financial condition and for an explanation of OPI’s calculation of FFO, Normalized FFO, CAD, NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI and a reconciliation of those amounts to amounts determined in accordance with GAAP.

About Office Properties Income Trust:

OPI is a national REIT focused on owning and leasing office properties primarily to single tenants and those with high credit quality characteristics. As of March 31, 2022, approximately 64% of OPI’s revenues were from investment grade rated tenants. OPI owned and leased more than 170 properties as of March 31, 2022, with approximately 23 million square feet located in 32 states and Washington, D.C. In 2021, OPI was named as an Energy Star® Partner of the Year for the fourth consecutive year, and a Green Lease Leader. OPI is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with more than $37 billion in assets under management as of March 31, 2022, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA. For more information, visit opireit.com.

Office Properties Income Trust

Condensed Consolidated Statements of Income (Loss)

(amounts in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

 

2021

 

Rental income

 

$

147,354

 

 

$

144,524

 

 

 

 

 

 

Expenses:

 

 

 

 

Real estate taxes

 

 

16,645

 

 

 

16,154

 

Utility expenses

 

 

6,865

 

 

 

6,432

 

Other operating expenses

 

 

27,363

 

 

 

25,439

 

Depreciation and amortization

 

 

60,469

 

 

 

64,087

 

Loss on impairment of real estate (1)

 

 

17,047

 

 

 

7,660

 

General and administrative (2)

 

 

5,706

 

 

 

11,272

 

Total expenses

 

 

134,095

 

 

 

131,044

 

 

 

 

 

 

Gain on sale of real estate (3)

 

 

2,149

 

 

 

54,004

 

Interest and other income

 

 

1

 

 

 

5

 

Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,404 and $2,432, respectively)

 

 

(27,439

)

 

 

(28,798

)

Income (loss) before income tax expense and equity in net losses of investees

 

 

(12,030

)

 

 

38,691

 

Income tax expense

 

 

(531

)

 

 

(435

)

Equity in net losses of investees

 

 

(846

)

 

 

(396

)

Net income (loss)

 

$

(13,407

)

 

$

37,860

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

 

48,243

 

 

 

48,161

 

Weighted average common shares outstanding (diluted)

 

 

48,243

 

 

 

48,196

 

 

 

 

 

 

Per common share amounts (basic and diluted):

 

 

 

 

Net income (loss)

 

$

(0.28

)

 

$

0.78

 

See Notes on pages 6 and 7.

Office Properties Income Trust

Funds from Operations, Normalized Funds from Operations and Cash Available for Distribution

(amounts in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

 

2021

 

Calculation of FFO, Normalized FFO and CAD (4)(5):

 

 

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 (1)

 

 

17,047

 

 

 

7,660

 

Gain on sale of real estate (3)

 

 

(2,149

)

 

 

(54,004

)

FFO

 

 

62,722

 

 

 

56,609

 

Estimated business management incentive fees (2)

 

 

 

 

 

5,200

 

Normalized FFO

 

 

62,722

 

 

 

61,809

 

Add (less): Non-cash expenses (6)

 

 

(465

)

 

 

(1

)

Distributions from unconsolidated joint ventures

 

 

51

 

 

 

153

 

Depreciation and amortization – unconsolidated joint ventures

 

 

(762

)

 

 

(1,006

)

Equity in net losses of investees

 

 

846

 

 

 

396

 

Non-cash straight line rent adjustments included in rental income

 

 

(2,686

)

 

 

(5,357

)

Lease value amortization included in rental income

 

 

343

 

 

 

722

 

Net amortization of debt premiums, discounts and issuance costs

 

 

2,404

 

 

 

2,432

 

Recurring capital expenditures

 

 

(11,447

)

 

 

(11,496

)

CAD

 

$

51,006

 

 

$

47,652

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

 

48,243

 

 

 

48,161

 

Weighted average common shares outstanding (diluted)

 

 

48,243

 

 

 

48,196

 

 

 

 

 

 

Per common share amounts (basic and diluted):

 

 

 

 

Net income (loss)

 

$

(0.28

)

 

$

0.78

 

FFO (basic)

 

$

1.30

 

 

$

1.18

 

FFO (diluted)

 

$

1.30

 

 

$

1.17

 

Normalized FFO

 

$

1.30

 

 

$

1.28

 

CAD

 

$

1.06

 

 

$

0.99

 

Distributions declared per share

 

$

0.55

 

 

$

0.55

 

(1)

 

Loss on impairment of real estate for the three months ended March 31, 2022 represents an adjustment of $2,184 to reduce the carrying value of one property to its estimated fair value less costs to sell and an adjustment of $14,863 to reduce the carrying value of one property that was held and used to its estimated fair value. Loss on impairment of real estate for the three months ended March 31, 2021 represents an adjustment of $7,660 to reduce the carrying value of two properties to their estimated fair values less costs to sell.

 

(2)

 

 

Incentive fees under OPI’s business management agreement with The RMR Group LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in OPI’s condensed consolidated statements of income (loss). In calculating net income (loss) in accordance with GAAP, OPI recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although OPI recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), OPI does not include such expense in the calculation of Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No estimated business management incentive fee expense was included in net loss for the three months ended March 31, 2022. Net income for the three months ended March 31, 2021 includes $5,200 of estimated business management incentive fee expense.

 

(3)

Gain on sale of real estate for the three months ended March 31, 2022 represents a $2,149 net gain on the sale of four properties. Gain on sale of real estate for the three months ended March 31, 2021 represents a $54,004 net gain on the sale of two properties.

 

(4)

 

 

OPI calculates FFO and Normalized FFO as shown above. 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 its 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 OPI. In calculating Normalized FFO, OPI adjusts for the other items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of OPI’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by OPI’s Board of Trustees when determining the amount of distributions to OPI’s shareholders. Other factors include, but are not limited to, requirements to maintain OPI’s qualification for taxation as a REIT, limitations in OPI’s credit agreement and public debt covenants, the availability to OPI of debt and equity capital, OPI’s expectation of its future capital requirements and operating performance and OPI’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than OPI does.

 

(5)

 

 

OPI calculates CAD as shown above. OPI defines CAD as Normalized FFO minus recurring real estate related capital expenditures and adjusted for other non-cash and non-recurring items plus certain amounts excluded from Normalized FFO but settled in cash, if any. CAD is among the factors considered by OPI’s Board of Trustees when determining the amount of distributions to its shareholders. Other real estate companies and REITs may calculate CAD differently than OPI does.

 

(6)

 

 

Non-cash expenses include equity based compensation, adjustments recorded to capitalize interest expense and amortization of the liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its former investment in The RMR Group Inc., or RMR Inc., common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively.

Office Properties Income Trust

Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and

Same Property Cash Basis NOI (1)

(amounts in thousands)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

 

2021

 

Calculation of NOI and Cash Basis NOI:

Rental income

 

$

147,354

 

 

$

144,524

 

Property operating expenses

 

 

(50,873

)

 

 

(48,025

)

NOI

 

 

96,481

 

 

 

96,499

 

Non-cash straight line rent adjustments included in rental income

 

 

(2,686

)

 

 

(5,357

)

Lease value amortization included in rental income

 

 

343

 

 

 

722

 

Lease termination fees included in rental income

 

 

(4,942

)

 

 

 

Non-cash amortization included in property operating expenses (2)

 

 

(121

)

 

 

(121

)

Cash Basis NOI

 

$

89,075

 

 

$

91,743

 

 

 

 

 

 

Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI:

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

 

Non-cash amortization included in property operating expenses (2)

 

 

(121

)

 

 

(121

)

Lease termination fees included in rental income

 

 

(4,942

)

 

 

 

Lease value amortization included in rental income

 

 

343

 

 

 

722

 

Non-cash straight line rent adjustments included in rental income

 

 

(2,686

)

 

 

(5,357

)

Cash Basis NOI

 

$

89,075

 

 

$

91,743

 

 

 

 

 

 

Reconciliation of NOI to Same Property NOI (3):

 

 

 

 

Rental income

 

$

147,354

 

 

$

144,524

 

Property operating expenses

 

 

(50,873

)

 

 

(48,025

)

NOI

 

 

96,481

 

 

 

96,499

 

Less: NOI of properties not included in same property results

 

 

(14,531

)

 

 

(12,288

)

Same Property NOI

 

$

81,950

 

 

$

84,211

 

 

 

 

 

 

Calculation of Same Property Cash Basis NOI (3):

 

 

 

 

Same Property NOI

 

$

81,950

 

 

$

84,211

 

Add: Lease value amortization included in rental income

 

 

437

 

 

 

526

 

Less: Non-cash straight line rent adjustments included in rental income

 

 

(2,488

)

 

 

(5,985

)

Lease termination fees included in rental income

 

 

(1,207

)

 

 

 

Non-cash amortization included in property operating expenses (2)

 

 

(102

)

 

 

(89

)

Same Property Cash Basis NOI

 

$

78,590

 

 

$

78,663

 

See Notes on page 9.

(1)

 

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

 

(2)

 

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

 

(3)

 

For the three months ended March 31, 2022 and 2021, Same Property NOI and Same Property Cash Basis NOI are based on properties OPI owned continuously since January 1, 2021, and exclude properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which OPI owns 51% and 50% interests.

Office Properties Income Trust

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2022

 

 

 

2021

 

ASSETS

 

 

 

 

Real estate properties:

 

 

 

 

Land

 

$

851,356

 

 

$

874,108

 

Buildings and improvements

 

 

3,024,610

 

 

 

3,036,978

 

Total real estate properties, gross

 

 

3,875,966

 

 

 

3,911,086

 

Accumulated depreciation

 

 

(506,098

)

 

 

(495,912

)

Total real estate properties, net

 

 

3,369,868

 

 

 

3,415,174

 

Assets of properties held for sale

 

 

57,115

 

 

 

26,598

 

Investments in unconsolidated joint ventures

 

 

35,011

 

 

 

34,838

 

Acquired real estate leases, net

 

 

466,317

 

 

 

505,629

 

Cash and cash equivalents

 

 

97,656

 

 

 

83,026

 

Restricted cash

 

 

1,402

 

 

 

1,489

 

Rents receivable

 

 

106,865

 

 

 

112,886

 

Deferred leasing costs, net

 

 

55,448

 

 

 

53,883

 

Other assets, net

 

 

8,011

 

 

 

8,160

 

Total assets

 

$

4,197,693

 

 

$

4,241,683

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

Unsecured revolving credit facility

 

$

 

 

$

 

Senior unsecured notes, net

 

 

2,481,903

 

 

 

2,479,772

 

Mortgage notes payable, net

 

 

97,893

 

 

 

98,178

 

Liabilities of properties held for sale

 

 

626

 

 

 

594

 

Accounts payable and other liabilities

 

 

136,017

 

 

 

142,609

 

Due to related persons

 

 

7,864

 

 

 

6,787

 

Assumed real estate lease obligations, net

 

 

16,308

 

 

 

17,034

 

Total liabilities

 

 

2,740,611

 

 

 

2,744,974

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,425,265 and 48,425,665 shares issued and outstanding, respectively

 

 

484

 

 

 

484

 

Additional paid in capital

 

 

2,617,583

 

 

 

2,617,169

 

Cumulative net income

 

 

162,308

 

 

 

175,715

 

Cumulative common distributions

 

 

(1,323,293

)

 

 

(1,296,659

)

Total shareholders’ equity

 

 

1,457,082

 

 

 

1,496,709

 

Total liabilities and shareholders’ equity

 

$

4,197,693

 

 

$

4,241,683

 

Contacts

Kevin Barry, Director, Investor Relations

(617) 219-1410

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