OFFICE PROPERTIES INCOME TRUST - Quarter Report: 2012 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-34364

 

GOVERNMENT PROPERTIES INCOME TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634

(Address of Principal Executive Offices)  (Zip Code)

 

617-219-1440

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of May 1, 2012:  47,090,791.

 

 

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GOVERNMENT PROPERTIES INCOME TRUST

 

FORM 10-Q

 

March 31, 2012

 

INDEX

 

PART I	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets — March 31, 2012 and December 31, 2011	1
	Condensed Consolidated Statements of Income and Comprehensive Income — Three Months Ended March 31, 2012 and 2011	2
	Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2012 and 2011	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
	Warning Concerning Forward Looking Statements	20
	Statement Concerning Limited Liability	22
PART II	Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 6.	Exhibits	24
	Signatures	25

 

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PART I       Financial Information

 

Item 1.  Financial Statements.

 

GOVERNMENT PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

 

		March 31,			December 31,
		2012			2011
ASSETS
Real estate properties:
Land		$	224,674		$	224,674
Buildings and improvements		1,130,610			1,129,994
		1,355,284			1,354,668
Accumulated depreciation		(164,193		)	(156,618		)
		1,191,091			1,198,050
Acquired real estate leases, net		112,178			117,596
Cash and cash equivalents		9,275			3,272
Restricted cash		2,201			1,736
Rents receivable, net		26,472			29,000
Deferred leasing costs, net		3,073			3,074
Deferred financing costs, net		7,075			5,550
Other assets, net		11,882			10,297
Total assets		$	1,363,247		$	1,368,575
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility		$	—		$	345,500
Unsecured term loan		350,000			—
Mortgage notes payable		94,826			95,383
Accounts payable and accrued expenses		18,438			20,691
Due to related persons		3,596			4,071
Assumed real estate lease obligations, net		10,482			11,262
Total liabilities		477,342			476,907
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 70,000,000 shares authorized, 47,090,791 and 47,051,650 shares issued and outstanding, respectively		471			471
Additional paid in capital		936,379			935,438
Cumulative net income		100,392			87,333
Cumulative other comprehensive income		76			77
Cumulative common distributions		(151,413		)	(131,651		)
Total shareholders’ equity		885,905			891,668
Total liabilities and shareholders’ equity		$	1,363,247		$	1,368,575

 

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GOVERNMENT PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(amounts in thousands, except per share data)

 

		Three Months Ended March 31,
		2012			2011
Rental income		$	50,455		$	39,228
Expenses:
Real estate taxes		5,533			4,457
Utility expenses		3,835			3,507
Other operating expenses		8,853			6,921
Depreciation and amortization		12,072			8,386
Acquisition related costs		49			829
General and administrative		3,039			2,343
Total expenses		33,381			26,443
Operating income		17,074			12,785
Interest and other income		8			15
Interest expense (including net amortization of debt premiums and deferred financing fees of $324 and $259, respectively)		(4,023		)	(2,537		)
Equity in earnings of an investee		45			37
Income before income tax expense		13,104			10,300
Income tax expense		(45		)	(46		)
Net income		13,059			10,254
Other comprehensive income:
Equity in unrealized (loss) gain of an investee		(1		)	4
Other comprehensive income		(1		)	4
Comprehensive income		$	13,058		$	10,258
Weighted average common shares outstanding		47,052			40,501
Net income per common share		$	0.28		$	0.25

 

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GOVERNMENT PROPERTIES INCOME TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

 

		Three Months Ended March 31,
		2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	13,059		$	10,254
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		7,788			5,972
Net amortization of debt premium and deferred financing fees		324			259
Straight line rental income		(869		)	(118		)
Amortization of acquired real estate leases		4,638			2,126
Amortization of deferred leasing costs		198			116
Other non-cash expenses		466			383
Equity in (earnings) losses of an investee		(45		)	(37		)
Change in assets and liabilities:
(Increase) decrease in restricted cash		(465		)	(272		)
(Increase) decrease in deferred leasing costs		(197		)	(35		)
(Increase) decrease in rents receivable		3,397			(1,648		)
(Increase) decrease in other assets		1,859			231
Increase (decrease) in accounts payable and accrued expenses		(1,104		)	(972		)
Increase (decrease) in due to related persons		259			962
Cash provided by operating activities		29,308			17,221
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions and deposits		(3,400		)	(37,582		)
Real estate improvements		(2,237		)	(1,363		)
Cash used in investing activities		(5,637		)	(38,945		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgage notes payable		(442		)	(198		)
Borrowings on unsecured revolving credit facility		—			75,000
Repayments on unsecured revolving credit facility		(345,500		)	(38,000		)
Proceeds from unsecured term loan		350,000			—
Financing fees		(1,964		)	(3		)
Distributions to common shareholders		(19,762		)	(16,606		)
Cash (used in) provided by financing activities		(17,668		)	20,193
Increase (decrease) in cash and cash equivalents		6,003			(1,531		)
Cash and cash equivalents at beginning of year		3,272			2,437
Cash and cash equivalents at end of year		$	9,275		$	906
Supplemental cash flow information
Interest paid		$	3,937		$	2,687
Income taxes paid		24			31
Non-cash financing activities
Issuance of common shares		$	941		$	—

 

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GOVERNMENT PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

Note 1.   Basis of Presentation

 

The accompanying condensed consolidated financial statements of Government Properties Income Trust and its subsidiaries, or GOV, the Company, we or us, are unaudited.  We operate in one business segment: ownership of properties that are primarily leased to government tenants.  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 financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2011, or our Annual Report.  In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included.  All material intercompany transactions and balances between the Company and its subsidiaries have been eliminated.

 

The preparation of 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 the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and impairment of real estate and intangible assets.

 

Note 2.   Recent Accounting Pronouncements

 

In January 2012, we adopted Financial Accounting Standards Board, or FASB, Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS.  This update clarified the application of existing fair value measurement requirements.  This update also required reporting entities to disclose additional information regarding fair value measurements categorized within Level 3 of the fair value hierarchy.  This update was effective for interim and annual reporting periods beginning after December 15, 2011.  The implementation of this update did not cause any material changes to the disclosures in, or presentation of, our condensed consolidated financial statements.

 

In January 2012, we adopted FASB Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income.  This update eliminated the option to report other comprehensive income and its components in the statement of shareholders’ equity.  This update was intended to enhance comparability between entities that report under GAAP and to provide a more consistent method of presenting non-owner transactions that affect an entity’s equity.  This standard was effective for interim and annual reporting periods beginning after December 15, 2011.  The implementation of this update did not cause any material changes to our condensed consolidated financial statements.

 

Note 3. Real Estate Properties

 

As of March 31, 2012, we owned 71 properties representing an aggregate investment of approximately $1,495,496.  We generally lease space in our properties on a gross lease or modified gross lease basis pursuant to fixed term operating leases expiring between 2012 and 2025.  Certain of our government tenants have the right to cancel their leases before the lease term expires, although we currently expect that few will do so.  Our leases generally require us to pay all or some property operating expenses and to provide all or most property management services.  During the three months ended March 31, 2012, we executed seven leases for 38,122 rentable square feet and for a weighted average lease term of 4.4 years and made commitments for approximately $296 of leasing related costs.  We have unspent leasing related obligations of approximately $8,103 as of March 31, 2012.

 

In March 2012, we entered into an agreement to acquire two office properties located in Everett, WA with 111,908 rentable square feet.  These properties are leased to the State of Washington.  The contract purchase price is $20,875, excluding acquisition costs.

 

Also in March 2012, we entered into an agreement to acquire an office property located in Stockton, CA with 22,012 rentable square feet.  This property is leased to the U.S. Government.  The contract purchase price is $8,236, excluding acquisition costs.

 

In April 2012, we entered into an agreement to acquire an office property located in Albany, NY with 64,000 rentable square feet.  This property is leased to the State of New York.  The contract purchase price is $8,525, excluding acquisition costs.

 

Also in April 2012, we entered into an agreement to acquire an office property located in Madison, WI with 56,889 rentable square feet.  This property is leased to the State of Wisconsin.  The contract purchase price is $23,900, including the assumption of $19,249 of mortgage debt and excluding acquisition costs.

 

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GOVERNMENT PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

These pending acquisitions are subject to our satisfactory completion of diligence and other customary closing conditions; accordingly, we can provide no assurance that we will acquire these properties.

 

Note 4.  Concentration

 

Tenant and Credit Concentration

 

We define annualized rental income as the annualized rents from our tenants pursuant to our lease agreements with them as of the measurement date, plus estimated expense reimbursements to be paid to us, and excluding lease value amortization. The U.S. Government, eight state governments and the United Nations, an international intergovernmental organization, combined were responsible for approximately 92.2% and 93.0% of our annualized rental income as of March 31, 2012 and 2011, respectively. The U.S. Government is our largest tenant by annualized rental income and was responsible for approximately 68.4% and 77.2% of our annualized rental income as of March 31, 2012 and 2011, respectively.

 

Geographic Concentration

 

At March 31, 2012, our 71 properties were located in 29 states and the District of Columbia.  Properties located in California, Maryland, the District of Columbia, New York, Georgia and Massachusetts were responsible for approximately 13.2%, 12.7%, 10.0%, 9.3%, 8.0% and 6.9% of our annualized rental income as of March 31, 2012, respectively.

 

Note 5.  Indebtedness

 

At March 31, 2012 and December 31, 2011, our outstanding indebtedness consisted of the following:

 

		March 31,			December 31,
		2012			2011
Unsecured revolving credit facility, due in 2015		$	—		$	345,500
Unsecured term loan, due in 2017		350,000			—
Mortgage note payable, 5.73% interest rate, including unamortized premium of $775, due in 2015(1)		49,907			50,118
Mortgage note payable, 6.21% interest rate, due in 2016(1)		24,645			24,713
Mortgage note payable, 7.00% interest rate, including unamortized premium of $974, due in 2019(1)		10,483			10,559
Mortgage note payable, 8.15% interest rate, including unamortized premium of $749, due in 2021(1)		9,791			9,993
		$	444,826		$	440,883

 

(1)                                     We assumed these mortgages in connection with our acquisition of certain properties.  The stated interest rates for these mortgage debts are the contractually stated rates; we recorded the assumed mortgages at estimated fair value on the date of acquisition and we are amortizing the fair value premiums, if any, to interest expense over the respective terms of the mortgages to reduce interest expense to the estimated market interest rates as of the date of acquisition.

 

We have a $550,000 unsecured revolving credit facility that is available for acquisitions, working capital and general business purposes.  Our revolving credit facility has a maturity date of October 19, 2015 and, subject to meeting certain conditions and the payment of a fee, we may extend the maturity date to October 19, 2016.   In addition, our revolving credit facility includes a feature under which maximum borrowings may be increased to up to $1,100,000 in certain circumstances.  Interest under our revolving credit facility is based upon LIBOR plus a spread that is subject to adjustment based upon changes to our senior unsecured debt ratings.  The weighted average annual interest rate for borrowings under our revolving credit facility was 1.80% for the three months ended March 31, 2012.  As of March 31, 2012, we had no amounts outstanding under our revolving credit facility.

 

On January 12, 2012, we entered into a five year $350,000 unsecured term loan. Our term loan matures on January 11, 2017, and is prepayable without penalty at any time.  In addition, our term loan includes a feature under which maximum borrowings may be increased to up to $700,000 in certain circumstances. Our term loan bears interest at a rate of LIBOR plus a spread that is subject to adjustment based upon changes to our senior unsecured debt ratings.  We used the net proceeds of our term loan to repay amounts outstanding under our revolving credit facility and to fund general business activities.  The weighted average annual interest rate for amounts outstanding on our term loan was 2.02% for the period from January 12, 2012 to March 31, 2012.

 

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GOVERNMENT PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

Our revolving credit facility agreement and our term loan agreement contain a number of covenants that restrict our ability to incur debts in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios.  We believe we were in compliance with the terms and conditions of our revolving credit facility agreement and our term loan agreement at March 31, 2012.

 

At March 31, 2012, five of our properties with an aggregate net book value of $123,825 were secured by four mortgage notes we assumed in connection with certain of our acquisitions. Our mortgage notes are non-recourse and do not contain any material financial covenants.

 

Note 6. Fair Value of Financial Instruments

 

Our financial instruments at March 31, 2012 include cash and cash equivalents, restricted cash, rents receivable, mortgage notes payable, accounts payable, our revolving credit facility and our term loan, amounts due to related persons, other accrued expenses and security deposits.  At March 31, 2012, the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, except as follows:

 

		Carrying Amount			Fair Value
Mortgage note payable, 5.73% interest rate, including unamortized premium of $775, due in 2015		$	49,907		$	50,705
Mortgage note payable, 6.21% interest rate, due in 2016		24,645			27,086
Mortgage note payable, 7.00% interest rate, including unamortized premium of $974, due in 2019		10,483			10,993
Mortgage note payable, 8.15% interest rate, including unamortized premium of $749, due in 2021		9,791			10,877
		$	94,826		$	99,661

 

We estimate the fair values of our mortgage notes payable by using discounted cash flow analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP).

 

Note 7. Shareholders’ Equity

 

Distributions

 

On February 24, 2012, we paid a distribution to common shareholders in the amount of $0.42 per share, or $19,762, that was declared on January 9, 2012 and was payable to shareholders of record on January 26, 2012.

 

On April 9, 2012, we declared a distribution payable to common shareholders of record on April 26, 2012, in the amount of $0.42 per share, or $19,778.  We expect to pay this distribution on or about May 24, 2012.

 

Share Issuances

 

As further described in Note 8, under the terms of our business management agreement with Reit Management & Research LLC, or RMR, on March 29, 2012 we issued 39,141 of our common shares of beneficial interest, $.01 par value per share, or our common shares, to RMR in payment of an incentive fee for services rendered to us by RMR during 2011.

 

We have no dilutive securities.

 

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GOVERNMENT PROPERTIES INCOME TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

Note 8. Related Person Transactions

 

We have no employees.  Personnel and various services we require to operate our business are provided to us by RMR.  We have two agreements with RMR to provide management and administrative services to us: (1) a business management agreement and (2) a property management agreement.  Under our business management agreement with RMR, we acknowledge that RMR also provides management services to other companies, which include CommonWealth REIT, or CWH.  One of our Managing Trustees, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR.  Our other Managing Trustee, Mr. Adam Portnoy, is the son of Mr. Barry Portnoy, and an owner, President, Chief Executive Officer and a director of RMR.  Each of our executive officers is also an officer of RMR.  CWH’s executive officers are officers of RMR.  Our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR provides management services.  Mr. Barry Portnoy serves as a managing director or managing trustee of those companies and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies.

 

Pursuant to our business management agreement with RMR, we incurred expenses of $2,231 and $1,674 for the three months ended March 31, 2012 and 2011, respectively. These amounts are included in general and administrative expenses in our condensed consolidated financial statements.  In March 2012, we issued 39,141 of our common shares to RMR in satisfaction of the incentive fee RMR earned for services provided to us during 2011, in accordance with the terms of our business management agreement.  In connection with our property management agreement with RMR, we incurred property management and construction supervision fees of $1,590 and $1,324 for the three months ended March 31, 2012 and 2011, respectively.  These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements.

 

CWH organized us as a 100% owned subsidiary.  In 2009, we completed our initial public offering, or the GOV IPO, pursuant to which we ceased to be a majority owned subsidiary of CWH.  In connection with the GOV IPO, we and CWH entered into a transaction agreement which governs our separation from and relationship with CWH.  Pursuant to this transaction agreement, among other things, CWH granted us a right of first refusal to acquire any property owned by CWH that CWH determines to divest, if the property is then majority leased to a government tenant, including 15 properties that we bought from CWH during 2010.

 

CWH is our largest shareholder and, as of the date of this report, CWH owned 9,950,000 of our common shares, or approximately 21.1% of our outstanding common shares.  One of our Managing Trustees, Mr. Barry Portnoy, is a managing trustee of CWH.  Our other Managing Trustee, Mr. Adam Portnoy, is a managing trustee and the President of CWH.  RMR provides management services to both us and CWH.

 

We, RMR, CWH and four other companies to which RMR provides management services each currently own approximately 14.3% of Affiliates Insurance Company, or AIC, an Indiana insurance company.  All of our Trustees, all of the trustees and directors of the other publicly held AIC shareholders and nearly all of the directors of RMR currently serve on the board of directors of AIC.  RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC.  Although we own less than 20% of AIC, we use the equity method to account for this investment because we believe that we have significant influence over AIC because all of our Trustees are also directors of AIC.  Our investment in AIC had a carrying value of $5,454 and $5,409 as of March 31, 2012 and December 31, 2011, respectively.  During the three months ended March 31, 2012 and 2011, we recognized income of $45 and $37, respectively, related to this investment.  In June 2010, we and the other shareholders of AIC purchased property insurance providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.  This program was modified and extended in June 2011 for a one year term and we paid a premium of $1,286 in connection with that renewal, which amount may be adjusted from time to time in response to our acquisition and disposition of properties that are included in that program.  We currently expect that we will renew this program, as it may be modified, in June 2012.   We are also currently investigating the possibilities to expand our insurance relationships with AIC to include other types of insurance.  By participating in this insurance business with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing our insurance expenses or by realizing our pro-rata share of any profits of this insurance business.

 

For further information about these and other such relationships and related person transactions, please see elsewhere in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” in Part I, Item 2 and “Warning Concerning Forward Looking Statements,” and our Annual Report, our Proxy Statement for our 2012 Annual Meeting of Shareholders dated February 23, 2012, or our Proxy Statement, and our other filings with the Securities and Exchange Commission, or SEC, including Note 5 to our Consolidated Financial Statements included in our Annual Report, the sections captioned “Business” and “Management’s Discussion and Analysis of Financial

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

(unaudited)

 

Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of our Annual Report and the section captioned “Related Person Transactions and Company Review of Such Transactions” and the information regarding our Trustees and executive officers in our Proxy Statement.  In addition, please see the section captioned “Risk Factors” of our Annual Report for a description of risks that may arise from these transactions and relationships.  Our filings with the SEC, including our Annual Report and our Proxy Statement, are available at the SEC’s website at www.sec.gov.  In addition, copies of certain of our agreements with these parties, including our business management agreement and property management agreement with RMR, various agreements we have with CWH and our shareholders agreement with AIC and its shareholders, are also publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and tables should be read in conjunction with the financial statements and notes thereto included in this Quarterly Report on Form 10-Q and in our Annual Report.

 

OVERVIEW

 

As of March 31, 2012, we owned 71 properties located in 29 states and the District of Columbia containing approximately 8.9 million rentable square feet, of which 65.0% was leased to the U.S. Government, 17.5% was leased to eight state governments, and 2.1% was leased to the United Nations, an international intergovernmental organization.  The U.S. Government, eight state governments and the United Nations combined were responsible for 92.2% and 93.0% of our annualized rental income, as defined below, as of March 31, 2012 and 2011, respectively.

 

Property Operations

 

As of March 31, 2012, 91.9% of our rentable square feet were leased, compared to 96.3% of our rentable square feet as of March 31, 2011. Occupancy data for our properties as of March 31, 2012 and 2011 is as follows (square feet in thousands):

 

								Comparable
		All Properties						Properties(1)
		March 31,						March 31,
		2012			2011			2012			2011
Total properties (end of period)		71			58			55			55
Total square feet		8,949			7,079			6,804			6,804
Percent leased(2)		91.9		%	96.3		%	91.0		%	96.1		%
Average annualized effective rental rate per square foot(3)		$	24.42		$	23.46		$	23.87		$	23.55

(1)                                     Based on properties we owned on March 31, 2012 and which we owned continuously since January 1, 2011.  Our comparable properties increased from 33 properties at March 31, 2011 as a result of acquisitions we completed during the year ended December 31, 2010.

 

(2)                                     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.

 

(3)                                     Average annualized effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet occupied during the period specified.

 

We currently believe that U.S. leasing market conditions are slowly improving, but remain weak in many U.S. markets. Our historical experience, including that of our predecessor, CWH, 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. We believe that current budgetary pressures may cause increased demand for leased space by government tenants, as opposed to new buildings built on behalf of government tenants. However, these same increased budgetary pressures upon the U.S. Government and state governments could also result in a decrease in government sector employment and consolidation of operations into government owned properties thereby reducing their need for leased space. Accordingly, we are unable to reasonably project what the financial impact of market conditions will be on our financial results for future periods.

 

As of March 31, 2012, leases totaling 472,730 rentable square feet are scheduled to expire through June 30, 2012. Based upon current market conditions and tenant negotiations for leases scheduled to expire through June 30, 2012, we expect that rental rates we are likely to achieve on new or renewed leases will be, in the aggregate and on a weighted average basis, moderately lower than the rates currently being paid, thereby generally resulting in lower revenue from the same space.  However, there can be no assurance that the changes in rental rates we expect will occur or that we will not experience material declines in our rental income due to vacancies upon lease expirations.  Prevailing market conditions at the time our leases expire will generally determine lease renewals and rental rates for space in our properties. As of March 31, 2012, lease expirations at our properties by year are as follows (square feet and dollars in thousands):

 

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		Number of		Expirations of				Cumulative		Rental					Cumulative
		Tenants		Occupied Square		Percent		Percent		Income			Percent		Percent
Year(1)		Expiring		Feet(2)		of Total		of Total		Expiring(3)			of Total		of Total
2012		50		1,162		14.1	%	14.1	%	$	31,566		15.9	%	15.9	%
2013		38		962		11.7	%	25.8	%	14,548			7.3	%	23.2	%
2014		33		456		5.5	%	31.3	%	9,032			4.5	%	27.7	%
2015		35		1,174		14.3	%	45.6	%	25,883			13.0	%	40.7	%
2016		39		602		7.3	%	52.9	%	15,639			7.9	%	48.6	%
2017		25		574		7.0	%	59.9	%	11,854			6.0	%	54.6	%
2018		11		584		7.1	%	67.0	%	22,818			11.5	%	66.1	%
2019		12		1,288		15.7	%	82.7	%	31,822			16.0	%	82.1	%
2020		11		539		6.6	%	89.3	%	15,866			8.0	%	90.1	%
2021 and thereafter		12		882		10.7	%	100.0	%	19,702			9.9	%	100.0	%
Total		266		8,223		100.0	%			$	198,730		100.0	%
Weighted average remaining lease term (in years)				4.7						4.9

(1)                                     The year of lease expiration is pursuant to current contract terms. Some government tenants have the right to vacate their space before the stated expirations of their leases. As of March 31, 2012, government tenants occupying approximately 11.0% of our rentable square feet and responsible for approximately 14.9% of our annualized rental income as of March 31, 2012 have currently exercisable rights to terminate their leases before the stated expirations. Also in 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020, early termination rights become exercisable by other tenants who currently occupy an additional approximately 0.9%, 4.0%, 3.1%, 0.2%, 6.4%, 0.6%, 1.2%, 1.0% and 0.6% of our rentable square feet, respectively, and contribute an additional approximately 0.7%, 4.2%, 3.3%, 0.2%, 9.4%, 0.7%, 1.6%, 1.9% and 0.7% of our annualized rental income, respectively, as of March 31, 2012.  In addition as of March 31, 2012, eight of our state government tenants have the currently exercisable right to terminate their leases if these states do not appropriate rent in their respective annual budgets. These eight tenants occupy approximately 8.0% of our rentable square feet and contribute approximately 8.0% of our annualized rental income as of March 31, 2012.

 

(2)                                     Occupied square feet is pursuant to leases existing as of March 31, 2012, 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.

 

(3)                                     Rental income is the annualized rents from our tenants pursuant to leases existing as of March 31, 2012, plus estimated expense reimbursements to be paid to us, and excludes lease value amortization.

 

Investment Activities (dollar amounts in thousands)

 

Since January 1, 2012, we have entered into purchase and sale agreements to acquire five properties for an aggregate purchase price of $61,536, including the assumption of $19,249 of mortgage debt and excluding acquisition costs.

 

In March 2012, we entered into an agreement to acquire two office properties located in Everett, WA with 111,908 rentable square feet.  These properties are 100% leased to the State of Washington and occupied by the Washington Department of Social and Health Services.  The contract purchase price is $20,875, excluding acquisition costs.

 

Also in March 2012, we entered into an agreement to acquire an office property located in Stockton, CA with 22,012 rentable square feet.  This property is 100% leased to the U.S. Government and occupied by the Department of Immigration and Customs Enforcement.  The contract purchase price is $8,236, excluding acquisition costs.

 

In April 2012, we entered into an agreement to acquire an office property located in Albany, NY with 64,000 rentable square feet.  This property is 100% leased to the State of New York and occupied by the Department of Agriculture.  The contract purchase price is $8,525, excluding acquisition costs.

 

Also in April 2012, we entered into an agreement to acquire an office property located in Madison, WI with 56,889 rentable square feet.  This property is 100% leased to the State of Wisconsin and occupied by the Department of Administration.  The contract purchase price is $23,900, including the assumption of $19,249 of mortgage debt and excluding acquisition costs.

 

These pending acquisitions are subject to our satisfactory completion of diligence and other customary closing conditions; accordingly, we can provide no assurance that we will acquire these properties.

 

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Our strategy related to property acquisitions and dispositions is materially unchanged from that disclosed in our Annual Report.  In addition to the five properties we have agreed to acquire, we continue to explore and evaluate for possible acquisition additional properties that are majority leased to government tenants; however, we can provide no assurance that we will reach agreements to acquire, or that if we do reach such agreements that we will complete the acquisitions of, such properties.

 

Although we may sell properties on occasion, we do not currently plan to dispose of any of our properties.  Future changes in market conditions, property performance or our plans with regard to particular properties may change our disposition strategy.

 

Financing Activities (dollar amounts in thousands, except per share amounts)

 

We have a $550,000 unsecured revolving credit facility that is available for acquisitions, working capital and general business purposes.  As of March 31, 2012, we had no amounts outstanding under our revolving credit facility.  Interest under our revolving credit facility is based upon LIBOR plus 150 basis points, subject to adjustment based upon changes to our senior unsecured debt ratings.  The weighted average annual interest rate for our revolving credit facility was 1.80% for the three months ended March 31, 2012.

 

On January 12, 2012, we entered into a five year $350,000 unsecured term loan.  Our term loan matures on January 11, 2017, and is prepayable without penalty at any time.  Our term loan bears interest at a rate of LIBOR plus 175 basis points, subject to adjustment based upon changes to our senior unsecured debt ratings.  We used the net proceeds of our term loan to repay amounts outstanding under our revolving credit facility and to fund general business activities.  The weighted average annual interest rate for our term loan was 2.02% for the period from January 12, 2012 to March 31, 2012.

 

Our revolving credit facility agreement and our term loan agreement contain a number of covenants that restrict our ability to incur debts in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios.  We believe we were in compliance with the terms and conditions of our revolving credit facility agreement and our term loan agreement at March 31, 2012.

 

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RESULTS OF OPERATIONS (dollar amounts in thousands, except per share amounts)

 

Three Months Ended March 31, 2012, Compared to Three Months Ended March 31, 2011

 

		Comparable Properties Results (1)											Acquired Properties Results (2)											Consolidated Results
		Three Months Ended March 31,											Three Months Ended March 31,											Three Months Ended March 31,
								$			%								$			%								$			%
		2012			2011			Change			Change		2012			2011			Change			Change		2012			2011			Change			Change
Rental income		$	37,418		$	38,448		$	(1,030	)	(2.7	)%	$	13,037		$	780		$	12,257		1,571	%	$	50,455		$	39,228		$	11,227		28.6	%
Operating expenses:
Real estate taxes		4,277			4,397			(120		)	(2.7	)%	1,256			60			1,196			1,993	%	5,533			4,457			1,076			24.1	%
Utility expenses		2,681			3,435			(754		)	(22.0	)%	1,154			72			1,082			1,503	%	3,835			3,507			328			9.4	%
Other operating expenses		6,540			6,776			(236		)	(3.5	)%	2,313			145			2,168			1,495	%	8,853			6,921			1,932			27.9	%
Total operating expenses		13,498			14,608			(1,110		)	(7.6	)%	4,723			277			4,446			1,605	%	18,221			14,885			3,336			22.4	%
Net operating income (3)		$	23,920		$	23,840		$	80		0.3	%	$	8,314		$	503		$	7,811		1,553	%	32,234			24,343			7,891			32.4	%
Other expenses
Depreciation and amortization																								12,072			8,386			3,686			44.0	%
Acquisition related costs																								49			829			(780		)	(94.1	)%
General and administrative																								3,039			2,343			696			29.7	%
Total other expenses																								15,160			11,558			3,602			31.2	%
Operating income																								17,074			12,785			4,289			33.5	%
Interest and other income																								8			15			(7		)	(46.7	)%
Interest expense (including net amortization of debt premiums and deferred financing fees of $324 and $259, respectively)																								(4,023		)	(2,537		)	(1,486		)	58.6	%
Equity in earnings of an investee																								45			37			8			21.6	%
Income before income tax expense																								13,104			10,300			2,804			27.2	%
Income tax expense																								(45		)	(46		)	1			(2.2	)%
Net income																								$	13,059		$	10,254		$	2,805		27.4	%
Weighted average common shares outstanding																								47,052			40,501			6,551			16.2	%
Net income per common share																								$	0.28		$	0.25		$	0.03		11.8	%
Calculation of Funds From Operations and Normalized Funds From Operations (4)
Net income																								$	13,059		$	10,254
Depreciation and amortization																								12,072			8,386
Funds from operations																								25,131			18,640
Acquisition related costs																								49			829
Normalized funds from operations																								$	25,180		$	19,469
Funds from operations per common share																								$	0.53		$	0.46
Normalized funds from operations per common share																								$	0.54		$	0.48

 

(1)	Comparable properties consist of 55 properties we owned on March 31, 2012 and which we owned continuously since January 1, 2011.
(2)	Acquired properties consist of the 16 and 3 (which 3 are included in the previously referenced 16) properties we owned on March 31, 2012 and March 31, 2011, respectively, and which we acquired during the period from January 1, 2011 to March 31, 2012.
(3)	We calculate net operating income, or NOI, as shown above.  We define NOI as rental income from real estate less our property operating expenses.  We consider NOI to be appropriate supplemental information to net income because it may help both investors and management to understand the operations of our properties. We use NOI internally to evaluate individual and company wide property level performance and we believe NOI provides useful information to investors regarding our results of operations because it reflects only those income and expense items that are incurred at the property level and may facilitate comparisons of our operating performance between periods.  The calculation of NOI excludes certain components of net income in order to provide results that are more closely related to our properties’ results of operations. NOI does not represent cash generated by operating activities in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income, operating income or cash flow from operating activities, determined in accordance with GAAP, as an indicator of our financial performance or liquidity, nor is NOI necessarily indicative of sufficient cash flow to fund all of our needs.  We believe that NOI may facilitate an understanding of our consolidated historical operating results. NOI should be considered in conjunction with net income, operating income and cash flow from operating activities as presented in our Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows.  Other real estate investment trusts, or REITs, and real estate companies may calculate NOI differently than we do.

 

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