Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 30, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Government Properties Income Trust | |
Entity Central Index Key | 1,456,772 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 99,205,199 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate properties: | ||
Land | $ 448,714 | $ 627,108 |
Buildings and improvements | 2,050,365 | 2,348,613 |
Total real estate properties, gross | 2,499,079 | 2,975,721 |
Accumulated depreciation | (363,490) | (341,848) |
Total real estate properties, net | 2,135,589 | 2,633,873 |
Assets of discontinued operations - Equity investment in Select Income REIT | 453,275 | 467,499 |
Assets of properties held for sale | 408,626 | 0 |
Investment in unconsolidated joint ventures | 45,161 | 50,202 |
Acquired real estate leases, net | 215,938 | 351,872 |
Cash and cash equivalents | 9,644 | 16,569 |
Restricted cash | 2,354 | 3,111 |
Rents receivable, net | 55,297 | 61,429 |
Deferred leasing costs, net | 22,181 | 22,977 |
Other assets, net | 136,360 | 96,033 |
Total assets | 3,484,425 | 3,703,565 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Unsecured revolving credit facility | 467,000 | 570,000 |
Unsecured term loans, net | 548,363 | 547,852 |
Senior unsecured notes, net | 945,948 | 944,140 |
Mortgage notes payable, net | 176,828 | 183,100 |
Liabilities of properties held for sale | 9,998 | 0 |
Accounts payable and other liabilities | 64,868 | 89,440 |
Due to related persons | 23,300 | 4,859 |
Assumed real estate lease obligations, net | 8,759 | 13,635 |
Total liabilities | 2,245,064 | 2,353,026 |
Commitments and contingencies | ||
Preferred units of limited partnership | 0 | 20,496 |
Shareholders’ equity: | ||
Common shares of beneficial interest, $.01 par value: 150,000,000 shares authorized, 99,205,199 and 99,145,921 shares issued and outstanding, respectively | 992 | 991 |
Additional paid in capital | 1,969,168 | 1,968,217 |
Cumulative net income | 204,579 | 108,144 |
Cumulative other comprehensive income | 265 | 60,427 |
Cumulative common distributions | (935,643) | (807,736) |
Total shareholders’ equity | 1,239,361 | 1,330,043 |
Total liabilities and shareholders’ equity | $ 3,484,425 | $ 3,703,565 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares of beneficial interest, shares issued (in shares) | 99,205,199 | 99,145,921 |
Common shares of beneficial interest, shares outstanding (in shares) | 99,205,199 | 99,145,921 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Rental income | $ 106,102 | $ 70,179 | $ 322,904 | $ 209,362 |
Expenses: | ||||
Real estate taxes | 12,072 | 8,862 | 37,402 | 24,980 |
Other operating expenses | 21,785 | 14,867 | 66,221 | 44,046 |
Depreciation and amortization | 42,569 | 20,781 | 129,444 | 61,949 |
Loss on impairment of real estate | 0 | 230 | 5,800 | 230 |
Acquisition and transaction related costs | 3,813 | 0 | 3,813 | 0 |
General and administrative | 22,383 | 3,266 | 36,438 | 12,314 |
Total expenses | 110,405 | 53,414 | 299,608 | 157,705 |
Operating income (loss) | (4,303) | 16,765 | 23,296 | 51,657 |
Dividend income | 304 | 304 | 912 | 911 |
Unrealized gain on equity securities | 17,425 | 0 | 40,677 | 0 |
Interest income | 140 | 1,715 | 405 | 1,843 |
Interest expense (including net amortization of debt premiums and discounts and debt issuance costs of $893, $990, $2,749 and $2,605, respectively) | (23,374) | (16,055) | (69,444) | (43,599) |
Loss on early extinguishment of debt | 0 | (1,715) | 0 | (1,715) |
Income (loss) from continuing operations before income taxes, equity in net earnings (losses) of investees and gain on sale of real estate | (9,808) | 1,014 | (4,154) | 9,097 |
Income tax expense | (9) | (22) | (124) | (65) |
Equity in net earnings (losses) of investees | 94 | 31 | (1,112) | 533 |
Income (loss) from continuing operations | (9,723) | 1,023 | (5,390) | 9,565 |
Income from discontinued operations | 9,274 | 9,966 | 23,872 | 20,516 |
Income (loss) before gain on sale of real estate | (449) | 10,989 | 18,482 | 30,081 |
Gain on sale of real estate | 0 | 0 | 17,329 | 0 |
Net income (loss) | (449) | 10,989 | 35,811 | 30,081 |
Other comprehensive income: | ||||
Unrealized gain on investment in equity securities | 0 | 3,279 | 0 | 14,389 |
Equity in unrealized gain of investees | 126 | 1,351 | 119 | 5,634 |
Other comprehensive income | 126 | 4,630 | 119 | 20,023 |
Comprehensive income | (323) | 15,619 | 35,930 | 50,104 |
Net income (loss) | (449) | 10,989 | 35,811 | 30,081 |
Preferred units of limited partnership distributions | 0 | 0 | (371) | 0 |
Net income (loss) available for common shareholders | $ (449) | $ 10,989 | $ 35,440 | $ 30,081 |
Weighted average common shares outstanding (basic) (in shares) | 99,071 | 96,883 | 99,055 | 79,778 |
Weighted average common shares outstanding (diluted) (in shares) | 99,071 | 96,958 | 99,075 | 79,852 |
Income from discontinued operations | ||||
Income (loss) from continuing operations (in dollars per share) | $ (0.10) | $ 0.01 | $ 0.12 | $ 0.12 |
Income from discontinued operations (in dollars per share) | 0.09 | 0.10 | 0.24 | 0.26 |
Net income (loss) available for common shareholders (in dollars per share) | $ 0 | $ 0.11 | $ 0.36 | $ 0.38 |
Utility expenses | ||||
Expenses: | ||||
Utility expenses | $ 7,783 | $ 5,408 | $ 20,490 | $ 14,186 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net amortization of debt premiums and discounts and deferred financing fees | $ 893 | $ 990 | $ 2,749 | $ 2,605 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 35,811 | $ 30,081 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 51,121 | 35,460 |
Net amortization of debt premiums and discounts and debt issuance costs | 2,749 | 2,605 |
Gain on sale of real estate | (17,329) | 0 |
Loss on early extinguishment of debt | 0 | 1,715 |
Straight line rental income | (7,825) | (3,115) |
Amortization of acquired real estate leases | 77,434 | 25,592 |
Amortization of deferred leasing costs | 3,524 | 2,790 |
Other non-cash expenses, net | 189 | 352 |
Loss on impairment of real estate | 5,800 | 230 |
Unrealized gain on equity securities | (40,677) | 0 |
Increase in carrying value of asset held for sale | 0 | (619) |
Equity in net (earnings) losses of investees | 1,112 | (533) |
Equity in earnings of Select Income REIT included in discontinued operations | (23,843) | (20,271) |
Net gain on issuance of shares by Select Income REIT included in discontinued operations | (29) | (72) |
Distributions of earnings from Select Income REIT | 23,843 | 20,271 |
Change in assets and liabilities: | ||
Deferred leasing costs | (5,937) | (2,846) |
Rents receivable | 7,535 | 3,839 |
Other assets | (1,393) | (7,045) |
Accounts payable and other liabilities | (10,361) | 6,703 |
Due to related persons | 18,441 | 777 |
Net cash provided by operating activities | 120,165 | 95,914 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions and deposits | 0 | (666,202) |
Real estate improvements | (32,625) | (29,377) |
Distributions in excess of earnings from Select Income REIT | 14,281 | 17,854 |
Distributions in excess of earnings from unconsolidated joint ventures | 3,046 | 0 |
Proceeds from sale of properties, net | 142,189 | 13,198 |
Net cash provided by (used in) investing activities | 126,891 | (664,527) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of mortgage notes payable | (2,732) | (1,150) |
Proceeds from issuance of senior notes, after discounts | 0 | 297,954 |
Proceeds from issuance of common shares, net | 0 | 493,936 |
Borrowings on unsecured revolving credit facility | 95,000 | 610,000 |
Repayments on unsecured revolving credit facility | (198,000) | (205,000) |
Payment of debt issuance costs | 0 | (2,551) |
Repurchase of common shares | (232) | (255) |
Redemption of preferred units of limited partnership | (20,221) | 0 |
Preferred units of limited partnership distributions | (646) | 0 |
Distributions to common shareholders | (127,907) | (102,576) |
Net cash (used in) provided by financing activities | (254,738) | 1,090,358 |
Increase (decrease) in cash and cash equivalents and restricted cash | (7,682) | 521,745 |
Cash and cash equivalents and restricted cash at beginning of period | 19,680 | 30,471 |
Cash and cash equivalents and restricted cash at end of period | $ 11,998 | $ 552,216 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Supplemental Cash Flow - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental cash flow information | ||
Interest paid | $ 72,651 | $ 42,019 |
Income taxes paid | 44 | 100 |
Supplemental disclosure of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents | 9,644 | 551,707 |
Restricted cash | 2,354 | 509 |
Total cash and cash equivalents and restricted cash reported in the statements of cash flows | $ 11,998 | $ 552,216 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Government Properties Income Trust and its subsidiaries, or the Company, GOV, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2017 , or our Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years' condensed consolidated financial statements to conform to the current year’s presentation. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets, assessment of impairment of real estate and equity method investments and the valuation of intangible assets. Segment Information We operate in one business segment: direct ownership of real estate properties. Our equity method investment in Select Income REIT, or SIR, has been reclassified as a discontinued operation and is no longer a separate business segment. See below for further information about our equity method investment in SIR. Merger with Select Income REIT On September 14, 2018, we and our wholly owned subsidiary, GOV MS REIT, or Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, with SIR, pursuant to which SIR has agreed to merge with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger, or the Merger. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, or the Effective Time, each common share of SIR issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.04 , or the Exchange Ratio, of our newly issued common shares, subject to adjustment as described in the Merger Agreement, with cash paid in lieu of fractional shares. The Exchange Ratio is fixed and will not be adjusted to reflect changes in the market price of our common shares or SIR common shares prior to the Effective Time. At the Effective Time, any outstanding unvested SIR common share awards under SIR’s equity compensation plan will be converted into an award under our equity compensation plan, subject to substantially similar vesting requirements and other terms and conditions, of a number of our common shares determined by multiplying the number of unvested SIR common shares subject to such award by the Exchange Ratio (rounded down to the nearest whole number). Also pursuant to the Merger Agreement, we and SIR agreed that, prior to the Effective Time, we would sell, for cash consideration, all 24,918,421 SIR common shares owned by us, or the Secondary Sale, which Secondary Sale was completed on October 9, 2018 as further described below, and further that, subject to the satisfaction of certain conditions, SIR will declare and, at least one business day prior to the closing date of the Merger, pay a pro rata distribution to its shareholders of all 45,000,000 common shares of its majority owned subsidiary, Industrial Logistics Properties Trust that SIR owns, or the ILPT Distribution. Following the ILPT Distribution and upon the closing of the Merger, we will acquire SIR's remaining property portfolio of 99 properties with approximately 16,538,462 rentable square feet. The aggregate transaction value, based on the closing price of our common shares on September 30, 2018 of $11.29 per share, is approximately $2,738,488 , excluding estimated closing costs of $40,000 and including the repayment or assumption of $1,720,000 of SIR debt. The Merger and the other transactions contemplated by the Merger Agreement, including the Secondary Sale and the ILPT Distribution, are collectively referred to herein as the Transactions. We expect that immediately after the Merger is effective, Merger Sub will then merge with and into us, with us as the surviving entity, and we will change our name to “Office Properties Income Trust,” following which our ticker symbol on The Nasdaq Stock Market LLC, or Nasdaq, will be changed to “OPI”. We also expect that immediately following that second merger, the combined company will effect a reverse stock split of its common shares pursuant to which every four common shares of the combined company will be converted into one common share of the combined company. The combined company will continue to be managed by The RMR Group LLC, or RMR LLC, pursuant to our existing business and property management agreements with RMR LLC. The completion of the Merger is subject to the satisfaction or waiver of various conditions, including, among other things, approval by our shareholders of the issuance of our common shares in the Merger and by SIR’s shareholders of the Merger and the other Transactions to which SIR is a party, the absence of any law or order by any governmental authority prohibiting, making illegal, enjoining or otherwise restricting, preventing or prohibiting the consummation of the Merger and the other Transactions, the effectiveness of the registration statement on Form S-4, as amended, or the Form S-4, filed by us with the Securities and Exchange Commission, or SEC, to register our common shares to be issued in the Merger and the approval of Nasdaq for the listing of such shares on Nasdaq, subject to official notice of issuance, and, subject to the satisfaction of certain other conditions, the payment of the ILPT Distribution at least one business day before the completion of the Merger. We and SIR expect to consummate the Merger by December 31, 2018. The Merger Agreement provides that either party may terminate the Merger Agreement if the Merger is not consummated by the outside closing date of June 30, 2019. The Merger Agreement contains certain customary representations, warranties and covenants, including, among others, covenants with respect to the conduct of our and SIR’s respective businesses prior to closing, subject to certain consent rights by SIR and us, respectively, and covenants prohibiting us and SIR from soliciting, providing information or entering into discussions concerning competing proposals (generally defined as proposals for 20% or more of the assets, revenues or earnings or equity of the applicable party), subject to certain exceptions. In addition, because we owned the SIR common shares we sold pursuant to the Secondary Sale as of October 1, 2018, the record date set by SIR's board of trustees for shareholders eligible to vote at SIR’s special meeting of shareholders to approve the Merger and the other Transactions to which SIR is a party, or the Record Date, we are entitled to vote those shares at that meeting, unless the Record Date is changed pursuant to the Merger Agreement, we have agreed to vote those shares at that meeting in favor of approval of the Merger and the other Transactions to which SIR is a party. The Merger Agreement contains certain termination rights for both us and SIR, including that under specified circumstances, either party is entitled to terminate the Merger Agreement to accept a superior proposal (generally defined as proposals for 75% or more of the assets, revenues or earnings or equity of such party, which proposal such party’s board of trustees (or an authorized committee thereof) has determined in good faith, after consultation with outside financial advisors and outside legal counsel, (1) would, if consummated, result in a transaction that is more favorable to the shareholders of such party from a financial point of view than the Merger and the other Transactions, (2) for which the third party has demonstrated that the financing for such offer is fully committed or is reasonably likely to be obtained and (3) which is reasonably likely to receive all required approvals from any governmental authority and otherwise reasonably likely to be consummated on the terms proposed). Neither we nor SIR is entitled to any termination fee under the Merger Agreement. All fees and expenses incurred in connection with the Merger and the other Transactions will be paid by the party incurring those expenses, except that we and SIR will share equally any filing fees incurred in connection with the filing of the Form S-4 and related joint proxy statement/prospectus and, as explained below, we are responsible for all of the costs and expenses incurred in connection with the Secondary Sale, including the costs and expenses of SIR and its affiliates. Contemporaneously with the execution of the Merger Agreement, and in connection with the Secondary Sale, we entered into a registration agreement with SIR, or the Registration Agreement, pursuant to which we received demand registration rights, subject to certain limitations, with respect to the Secondary Sale. The Registration Agreement provides that we will pay all the costs and expenses incurred in connection with the Secondary Sale, including costs and expenses incurred by SIR and its affiliates. On October 9, 2018, pursuant to the terms of the Registration Agreement, we sold all 24,918,421 SIR common shares in the Secondary Sale that we then owned in an underwritten public offering at a price of $18.25 per share, raising net proceeds of approximately $434,700 after deducting underwriting discounts and estimated offering expenses. We used the net proceeds from the Secondary Sale to repay amounts outstanding under our revolving credit facility. The transactions contemplated by the Merger Agreement and the terms thereof were evaluated, negotiated and recommended to each of our and SIR’s board of trustees by a special committee of our and SIR’s board of trustees, respectively, each comprised solely of our and SIR’s disinterested, independent trustees, respectively, and were separately approved and adopted by our and SIR’s independent trustees and by our and SIR’s board of trustees. Citigroup Global Markets Inc. acted as financial advisor to the special committee of our board of trustees, and UBS Securities LLC acted as financial advisor to the special committee of SIR’s board of trustees. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach, which resulted in an adjustment to reclassify a previous deferred gain on sale of real estate of $712 from accounts payable and other liabilities to cumulative net income. The adoption of ASU No. 2014-09 did not have a material impact on the amount or timing of our revenue recognition in our condensed consolidated financial statements except for profit recognition on real estate sales. On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $45,116 from cumulative other comprehensive income to cumulative net income. We also reclassified $15,165 from cumulative other comprehensive income to cumulative net income for our share of cumulative other comprehensive income of certain of our equity method investees. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statements of cash flows. The implementation of this update resulted in the reclassification of $2,209 of accretion recorded in our equity in the earnings of SIR from cash flow from investing activities to cash flow from operating activities for the nine months ended September 30, 2017 . See Note 12 for further information regarding our investment in SIR. On January 1, 2018, we adopted FASB ASU No. 2016-18, Restricted Cash , which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The implementation of ASU 2016-18 resulted in an increase of $21 of net cash provided by operating activities for the nine months ended September 30, 2017 . This update also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. As a result, amounts included in restricted cash on our condensed consolidated balance sheets are included with cash and cash equivalents on the condensed consolidated statements of cash flows. Restricted cash, which consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts, totaled $2,354 and $509 as of September 30, 2018 and 2017, respectively. The adoption of this update did not change our balance sheet presentation. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share based payments to nonemployees with the guidance for share based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Weighted Average Common Shares
Weighted Average Common Shares | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Weighted Average Common Shares | Weighted Average Common Shares The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): For the Three Months For the Nine Months Ended September 30, Ended September 30, 2018 2017 2018 2017 Weighted average common shares for basic earnings per share 99,071 96,883 99,055 79,778 Effect of dilutive securities: unvested share awards — 75 20 74 Weighted average common shares for diluted earnings per share (1) 99,071 96,958 99,075 79,852 (1) For the three months ended September 30, 2018 , 35 unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive. |
Real Estate Properties
Real Estate Properties | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Properties | Real Estate Properties As of September 30, 2018 , we wholly owned 105 properties ( 164 buildings), with an aggregate undepreciated carrying value of $2,854,937 , and had a noncontrolling ownership interest in two unconsolidated joint ventures that owned two properties ( three buildings). We generally lease space at our properties on a gross lease or modified gross lease basis pursuant to fixed term contracts expiring between 2018 and 2038. 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 September 30, 2018 , we entered into 24 leases for 182,220 rentable square feet, for a weighted (by rentable square feet) average lease term of 8.1 years and we made commitments for $6,479 of leasing related costs. During the nine months ended September 30, 2018 , we entered into 94 leases for 858,998 rentable square feet, for a weighted (by rentable square feet) average lease term of 6.4 years and we made commitments for $21,287 of leasing related costs. As of September 30, 2018 , we have estimated unspent leasing related obligations of $34,048 . We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our long lived assets. If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized. We determine the amount of any impairment loss by comparing the historical carrying value to estimated fair value. We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation techniques. In addition to evaluating for impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our long lived assets. If we change our estimate of the remaining lives, we allocate the carrying value of the affected assets over their revised remaining lives. Disposition Activities In March 2018, we sold an office property ( one building) located in Minneapolis, MN with 193,594 rentable square feet for $20,000 , excluding closing costs. We recorded a $640 loss on impairment of real estate to reduce the carrying value of this property to its estimated fair value less costs to sell during the three months ended March 31, 2018. In February 2018, we entered an agreement to sell an office property ( one building) located in Safford, AZ with 36,139 rentable square feet for $8,250 . We recorded a $2,453 loss on impairment of real estate to reduce the carrying value of the property to its estimated fair value less costs to sell in the three months ended March 31, 2018. In April 2018, we terminated the sales agreement and removed this property from held for sale status. We recorded a $322 adjustment to impairment of real estate to increase the carrying value of the property to its estimated fair value during the three months ended June 30, 2018. In May 2018, we sold an office property ( one building) located in New York, NY with 187,060 rentable square feet for $118,500 , excluding closing costs. We recorded a $17,329 gain on sale of real estate during the three months ended June 30, 2018 as a result of this sale. In May 2018, we sold an office property ( one building) located in Sacramento, CA with 110,500 rentable square feet for $10,755 , excluding closing costs. We recorded a loss on impairment of real estate of $3,023 and $6 to reduce the carrying value of this property to its estimated fair value less costs to sell during the three months ended March 31, 2018 and June 30, 2018, respectively. The sales of these properties do not represent significant dispositions individually or in the aggregate. The results of operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income. As of September 30, 2018 , we had 20 properties ( 50 buildings) with an aggregate undepreciated carrying value of $355,858 under agreement to sell in three separate transactions, as presented in the table below. We have classified these properties as held for sale in our condensed consolidated balance sheet at September 30, 2018 . Date of Agreement (1) Number of Properties Number of Buildings Location Square Footage Gross Sale Price (2) August 2018 1 1 Washington D.C. 129,035 $ 70,000 September 2018 8 34 Northern Virginia and Maryland 1,635,868 201,500 October 2018 11 15 Southern Virginia 1,641,109 167,000 20 50 3,406,012 $ 438,500 (1) These pending 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 their terms will not change. (2) Gross sale price excludes closing costs. As part of our long term plans to reduce our leverage, we expect to sell additional properties. We are currently marketing or plan to market for sale three properties ( three buildings) with an aggregate carrying value of $24,566 as of September 30, 2018 . We have determined that these properties did not meet the held for sale criteria as of September 30, 2018 . We cannot be sure we will sell any of our properties that we are currently marketing or plan to market for sale or sell them for prices in excess of our carrying values or that we will not recognize impairment losses with respect to these properties. Pro Forma Financial Information On October 2, 2017, we acquired First Potomac Realty Trust, or FPO, pursuant to a merger transaction, as a result of which we acquired 35 office properties ( 72 buildings) with 6,028,072 rentable square feet and FPO's 50% and 51% interests in two joint ventures that own two properties ( three buildings) with 443,867 rentable square feet, or collectively, the FPO Transaction. The aggregate value we paid at the closing of the FPO Transaction was $1,370,888 . We financed the FPO Transaction with the assumption of certain FPO mortgage debt, borrowings under our revolving credit facility and cash on hand, including net proceeds from our public offerings of common shares and senior unsecured notes. The following table presents our pro forma results of operations for the nine months ended September 30, 2017 as if the FPO Transaction and related financing activities had occurred on January 1, 2017. The historical FPO results of operations included in this pro forma financial information have been adjusted to eliminate the results of operations of FPO properties and joint venture interests that were sold from January 1, 2017 to October 2, 2017, the closing date of the FPO Transaction. The effect of these adjustments was a decrease in pro forma rental income of $804 and a decrease in net income of $47,019 for the nine months ended September 30, 2017 . This pro forma financial information is not necessarily indicative of what our actual financial position or results of operations would have been for the periods presented or for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received pursuant to our existing leases or leases we may enter during the remainder of 2018 and thereafter, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in this pro forma financial information and such differences could be significant. Nine Months Ended September 30, 2017 Rental income $ 328,255 Net loss $ (4,733 ) Net loss per share $ (0.05 ) Unconsolidated Joint Ventures We own noncontrolling interests in two joint ventures that own two properties ( three buildings). We account for these investments under the equity method of accounting. As of September 30, 2018 , our investment in unconsolidated joint ventures consisted of the following: Joint Venture GOV Ownership GOV Carrying Value of Investment at September 30, 2018 Property Type Number of Buildings Location Square Feet Prosperity Metro Plaza 51% $ 24,821 Office 2 Fairfax, VA 328,456 1750 H Street, NW 50% 20,340 Office 1 Washington, DC 115,411 Total $ 45,161 3 443,867 The following table provides a summary of the mortgage debt of our unconsolidated joint ventures: Joint Venture Interest Rate (1) Maturity Date Principal Balance at September 30, 2018 (2) Prosperity Metro Plaza 4.09% 12/1/2029 $ 50,000 1750 H Street, NW 3.69% 8/1/2024 32,000 Weighted Average/Total 3.93% $ 82,000 (1) Includes the effect of mark to market purchase accounting. (2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint venture we do not own. None of the debt is recourse to us. At September 30, 2018 , the aggregate $8,565 unamortized basis difference of our unconsolidated joint ventures is primarily attributable to the difference between the amount we paid to purchase our interest in these joint ventures, including transaction costs, and the historical carrying value of the net assets of these joint ventures. This difference is being amortized over the remaining useful life of the properties owned by these joint ventures and the resulting amortization expense is included in equity in net earnings of investees in our condensed consolidated statements of comprehensive income. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition We recognize rental income from operating leases that contain fixed contractual rent changes on a straight line basis over the term of the lease agreements. Certain of our leases with government tenants provide the tenant the right to terminate before the lease expiration date if the legislature or other funding authority does not appropriate the funding necessary for the government tenant to meet its lease obligations; we have determined the fixed non-cancelable lease term of these leases to be the full term of the lease because we believe the occurrence of early terminations to be remote contingencies based on both our historical experience and our assessments of the likelihood of lease cancellation on a separate lease basis. We increased rental income to record revenue on a straight line basis by $1,990 and $711 for the three months ended September 30, 2018 and 2017 , respectively, and $7,825 and $3,115 for the nine months ended September 30, 2018 and 2017 , respectively. Rents receivable include $33,978 (including $1,819 related to properties held for sale) and $27,267 of straight line rent receivables, net of allowance for doubtful accounts of $1,755 (including $976 related to properties held for sale) and $1,503 at September 30, 2018 and December 31, 2017 , respectively. |
Concentration
Concentration | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration | Concentration Tenant and Credit Concentration We define annualized rental income as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. The U.S. Government, 13 state governments and three other government tenants combined were responsible for approximately 62.5% and 87.5% of our annualized rental income as of September 30, 2018 and 2017 , respectively. The U.S. Government is our largest tenant by annualized rental income and was responsible for approximately 45.6% and 59.8% of our annualized rental income as of September 30, 2018 and 2017 , respectively. Geographic Concentration At September 30, 2018 , our 105 consolidated properties ( 164 buildings) were located in 30 states and the District of Columbia. Consolidated properties located in Virginia, the District of Columbia, Maryland, California and Georgia were responsible for 23.7% , 18.1% , 15.3% , 9.4% and 6.1% of our annualized rental income as of September 30, 2018 , respectively. Consolidated properties located in the metropolitan Washington, D.C. market area were responsible for approximately 44.1% of our annualized rental income as of September 30, 2018 . |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Our principal debt obligations at September 30, 2018 were: (1) $467,000 of outstanding borrowings under our $750,000 unsecured revolving credit facility; (2) $550,000 aggregate outstanding principal amount of unsecured term loans; (3) $960,000 aggregate outstanding principal amount of senior unsecured notes; and (4) $180,416 aggregate outstanding principal amount of mortgage notes. Our $750,000 revolving credit facility, our $300,000 term loan and our $250,000 term loan are governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders that includes a number of features common to all of these credit arrangements. Our credit agreement also includes a feature under which the maximum aggregate borrowing availability may be increased to up to $2,500,000 on a combined basis in certain circumstances. Our $750,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is January 31, 2019 and, subject to the payment of an extension fee and meeting other conditions, we have an option to extend the stated maturity date of our revolving credit facility by one year to January 31, 2020. 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 125 basis points per annum at September 30, 2018 , on borrowings under our revolving credit facility. 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 September 30, 2018 . Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of September 30, 2018 , the annual interest rate payable on borrowings under our revolving credit facility was 3.4% and the weighted average annual interest rate for borrowings under our revolving credit facility was 3.2% and 2.4% for the three months ended September 30, 2018 and 2017 , respectively, and 3.0% and 2.2% for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 and October 30, 2018 , we had $467,000 and $32,000 outstanding under our revolving credit facility. Our $300,000 term loan, which matures on March 31, 2020, is prepayable without penalty at any time. We are required to pay interest at a rate of LIBOR plus a premium, which was 140 basis points per annum at September 30, 2018 , on the amount outstanding under our $300,000 term loan. The interest rate premium is subject to adjustment based upon changes to our credit ratings. As of September 30, 2018 , the annual interest rate for the amount outstanding under our $300,000 term loan was 3.6% . The weighted average annual interest rate under our $300,000 term loan was 3.5% and 2.6% for the three months ended September 30, 2018 and 2017 , respectively, and 3.3% and 2.4% for the nine months ended September 30, 2018 and 2017 , respectively. Our $250,000 term loan, which matures on March 31, 2022, is prepayable without penalty at any time. We are required to pay interest at a rate of LIBOR plus a premium, which was 180 basis points per annum as of September 30, 2018 , on the amount outstanding under our $250,000 term loan. The interest rate premium is subject to adjustment based upon changes to our credit ratings. As of September 30, 2018 , the annual interest rate for the amount outstanding under our $250,000 term loan was 4.0% . The weighted average annual interest rate under our $250,000 term loan was 3.9% and 3.0% for the three months ended September 30, 2018 and 2017 , respectively, and 3.7% and 2.8% for the nine months ended September 30, 2018 and 2017 , respectively. Our credit agreement and senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC 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 covenants that restrict our ability to incur debts, require us to maintain certain financial ratios and, in the case of our credit agreement, restrict our ability to make distributions under certain circumstances. We believe we were in compliance with the terms and conditions of the respective covenants under our credit agreement and senior unsecured notes indentures and their supplements at September 30, 2018 . At September 30, 2018 , eight of our consolidated properties ( eight buildings) with an aggregate net book value of $417,842 were encumbered by eight mortgages for an aggregate principal amount of $180,416 . Our mortgage notes are non-recourse, subject to certain limited exceptions and do not contain any material financial covenants. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities The table below presents certain of our assets measured at fair value at September 30, 2018 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset: Fair Value at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Description Total (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurements Assets: Investment in RMR Inc. (1) $ 112,680 $ 112,680 $ — $ — (1) Our 1,214,225 shares of class A common stock of The RMR Group Inc., or RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP). Our historical cost basis for these shares is $26,888 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded an unrealized gain of $17,425 and $40,677 , respectively, to adjust our investment in RMR Inc. to its fair value. In addition to the assets described in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, mortgage notes receivable, accounts payable, revolving credit facility, term loans, senior unsecured notes, mortgage notes payable, amounts due to related persons, other accrued expenses and security deposits. At September 30, 2018 and December 31, 2017 , the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements due to their short term nature or variable interest rates, except as follows: As of September 30, 2018 As of December 31, 2017 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Senior unsecured notes, 3.75% interest rate, due in 2019 $ 348,953 $ 351,468 $ 348,096 $ 354,993 Senior unsecured notes, 5.875% interest rate, due in 2046 300,490 309,380 300,232 320,416 Senior unsecured notes, 4.000% interest rate, due in 2022 296,505 296,609 295,812 302,655 Mortgage note payable, 4.050% interest rate, due in 2030 (2) 64,441 62,363 64,293 65,198 Mortgage note payable, 5.720% interest rate, due in 2020 (2) 35,067 34,877 36,085 36,332 Mortgage note payable, 4.220% interest rate, due in 2022 (2) 27,408 27,422 27,906 28,432 Mortgage note payable, 4.800% interest rate, due in 2023 (2) 25,145 25,220 25,501 25,904 Mortgage note payable, 5.877% interest rate, due in 2021 (2) 13,445 13,978 13,620 14,565 Mortgage note payable, 7.000% interest rate, due in 2019 (2) 8,087 8,129 8,391 8,555 Mortgage note payable, 8.150% interest rate, due in 2021 (2) 3,235 3,360 4,111 4,340 Mortgage note payable, 4.260% interest rate, due in 2020 (2) (3) 3,047 3,028 3,193 3,216 $ 1,125,823 $ 1,135,834 $ 1,127,240 $ 1,164,606 (1) Carrying amount includes certain unamortized debt issuance costs and unamortized premiums and discounts. (2) We assumed these mortgages in connection with our acquisitions of the encumbered 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. (3) Secured by one property (one building) that is held for sale at September 30, 2018. We estimated the fair value of our senior unsecured notes due 2019 and due 2022 using an average of the bid and ask price of the notes as of the measurement date (Level 2 inputs as defined in the fair value hierarchy under GAAP). We estimated the fair value of our senior unsecured notes due 2046 based on the closing price on Nasdaq as of the measurement date (Level 1 inputs as defined in the fair value hierarchy under GAAP). We estimated 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). Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Awards On April 3, 2018, in accordance with our Trustee compensation arrangements, and in connection with the election of one of our Managing Trustees, we granted 3,000 of our common shares, valued at $13.59 per share, the closing price of our common shares on Nasdaq on that day, to the Managing Trustee who was elected as a Managing Trustee that day. On May 24, 2018, in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $14.10 per share, the closing price of our common shares on Nasdaq on that day, to each of our six Trustees as part of their annual compensation. On September 13, 2018, we granted an aggregate of 58,700 of our common shares, valued at $16.95 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR LLC under our equity compensation plan. Share Purchases On January 1, 2018, we purchased 617 of our common shares valued at $18.54 per share, the closing price of our common shares on Nasdaq on December 29, 2017, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On May 24, 2018, we purchased 450 of our common shares valued at $14.10 per share, the closing price of our common shares on Nasdaq on that day, from one of our Trustees in satisfaction of tax withholding and payment obligations in connection with the vesting of an award of our common shares. On September 24, 2018, we purchased an aggregate of 18,875 of our common shares, valued at $11.35 per share, the closing price of our common shares on Nasdaq on that day, from our officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. Distributions On February 26, 2018, we paid a regular quarterly distribution to common shareholders of record on January 29, 2018 of $0.43 per share, or $42,632 . On May 21, 2018, we paid a regular quarterly distribution to common shareholders of record on April 30, 2018 of $0.43 per share, or $42,634 . On August 20, 2018, we paid a regular quarterly distribution to common shareholders of record on July 30, 2018 of $0.43 per share, or $42,641 . On October 18, 2018, we declared a regular quarterly distribution payable to common shareholders of record on October 29, 2018 of $0.43 per share, or $42,658 . We expect to pay this distribution on or about November 19, 2018. Cumulative Other Comprehensive Income Cumulative other comprehensive income represents our share of the comprehensive income of our equity method investees, SIR and Affiliates Insurance Company, or AIC. See Notes 11 and 12 for further information regarding these investments. The following table presents changes in the amounts we recognized in cumulative other comprehensive income by component for the three and nine months ended September 30, 2018 : Three Months Ended September 30, 2018 Unrealized Gain Equity in on Investment Unrealized in Equity Gain Securities of Investees Total Balance at June 30, 2018 $ — $ 139 $ 139 Other comprehensive income before reclassifications — 143 143 Amounts reclassified from cumulative other comprehensive income to net income (1) — (17 ) (17 ) Net current period other comprehensive income — 126 126 Balance at September 30, 2018 $ — $ 265 $ 265 Nine Months Ended September 30, 2018 Unrealized Gain Equity in on Investment Unrealized in Equity Gain (Loss) Securities of Investees Total Balance at December 31, 2017 $ 45,116 $ 15,311 $ 60,427 Amounts reclassified from cumulative other comprehensive income to cumulative net income (45,116 ) (15,165 ) (60,281 ) Other comprehensive income before reclassifications — 155 155 Amounts reclassified from cumulative other comprehensive income to net income (1) — (36 ) (36 ) Net current period other comprehensive income — 119 119 Balance at September 30, 2018 $ — $ 265 $ 265 (1) Amounts reclassified from cumulative other comprehensive income to net income (loss) are included in equity in net earnings of investees in our condensed consolidated statements of comprehensive income. Preferred Units of Limited Partnership On May 1, 2018, one of our subsidiaries redeemed all 1,813,504 of its outstanding 5.5% Series A Cumulative Preferred Units for $11.15 per unit plus accrued and unpaid distributions (an aggregate of $20,310 ). |
Business and Property Managemen
Business and Property Management Agreements with RMR LLC | 9 Months Ended |
Sep. 30, 2018 | |
Property Management Fee [Abstract] | |
Business and Property Management Agreements with RMR LLC | Business and Property Management Agreements with RMR LLC We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations. Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $20,575 and $1,891 for the three months ended September 30, 2018 and 2017 , respectively, and $30,059 and $8,241 for the nine months ended September 30, 2018 and 2017 , respectively. The net business management fees payable to RMR LLC include $16,236 and $16,973 of estimated business management incentive fees for the three and nine months ended September 30, 2018 , respectively, based on our common share total return, as defined, as of September 30, 2018 . Although we recognized estimated business management incentive fees in accordance with GAAP, the actual amount of business management incentive fees payable by us to RMR LLC for 2018, if any, will be based on our common share total return, as defined, for the three year period ending December 31, 2018, and will be payable in 2019. The net business management fees recognized for the three months ended September 30, 2017 included the reversal of $893 of previously accrued estimated business management incentive fees as of June 30, 2017. As of September 30, 2017, based on our common share total return, as defined, as of such date, no annual business management incentive fees were estimated to be payable by us to RMR LLC for 2017. No incentive management fee was payable by us to RMR LLC for the year ended December 31, 2017. The net business management fees we recognize are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. Pursuant to our property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $3,415 and $2,338 for the three months ended September 30, 2018 and 2017 , respectively, and $10,201 and $7,371 for the nine months ended September 30, 2018 and 2017 , respectively. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. We are generally responsible for all our operating expenses, including certain expenses incurred by RMR LLC on our behalf. Our property level operating expenses, including certain payroll and related costs incurred by RMR LLC, are generally incorporated into rents charged to our tenants. We reimbursed RMR LLC $5,100 and $3,436 for property management related expenses for the three months ended September 30, 2018 and 2017 , respectively, and $15,121 and $10,482 for property management related expenses for the nine months ended September 30, 2018 and 2017 , respectively, which amounts are included in other operating expenses in our condensed consolidated statements of comprehensive income. In addition, we are responsible for our share of RMR LLC’s costs for providing our internal audit function. The amounts we recognized as expense for internal audit costs were $50 and $67 for the three months ended September 30, 2018 and 2017 , respectively, and $173 and $202 for the nine months ended September 30, 2018 and 2017 , respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. |
Related Person Transactions
Related Person Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with RMR LLC, RMR Inc., SIR, AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Trustees or officers. Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 10 for further information regarding our management agreements with RMR LLC. We lease office space to RMR LLC in certain of our properties for RMR LLC's property management offices. We recognized rental income from RMR LLC for leased office space of $263 and $90 for the three months ended September 30, 2018 and 2017, respectively, and $763 and $272 for the nine months ended September 30, 2018 and 2017, respectively. Our office space leases with RMR LLC are terminable by RMR LLC if our management agreements with RMR LLC are terminated. We have historically granted share awards to our officers and other RMR LLC employees under our equity compensation plans. In September 2018 and 2017, we granted annual awards of 58,700 and 57,350 of our common shares, respectively, to our officers and other employees of RMR LLC. In September 2018 and 2017, we purchased 18,875 and 13,636 of our common shares, respectively, valued at the closing price of our common shares on Nasdaq on the applicable date of purchase, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares to our officers and other employees of RMR LLC. We include amounts recognized as expense for share awards to RMR LLC employees in general and administrative expenses in our condensed consolidated statements of comprehensive income. RMR Inc. RMR LLC is a majority owned subsidiary of RMR Inc. and RMR Inc. is the managing member of RMR LLC. Adam D. Portnoy, one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, president and chief executive officer of RMR Inc. and an officer of RMR LLC. Mark L. Kleifges, our other Managing Trustee and our Chief Financial Officer and Treasurer, and David M. Blackman, our President and Chief Executive Officer, also serve as executive officers of RMR LLC. Mr. Kleifges has announced his retirement from his position with us, effective December 31, 2018, and Mr. Blackman has been elected to be our other Managing Trustee, effective January 1, 2019. RMR LLC provides management services to us. As of September 30, 2018 , we owned 1,214,225 shares of class A common stock of RMR Inc. See Note 8 for further information regarding our investment in RMR Inc. SIR . As of September 30, 2018 , we owned 24,918,421 SIR common shares, or approximately 27.8% of its outstanding common shares. As described further in Note 1, on September 14, 2018, we and SIR entered into the Merger Agreement, and on October 9, 2018, we completed the Secondary Sale. Adam D. Portnoy, one of our Managing Trustees, also serves as a managing trustee of SIR, and our President and Chief Executive Officer also serves as a managing trustee and the president and chief executive officer of SIR. RMR LLC provides management services to SIR and us. See Note 1 for further information regarding the Merger Agreement and the Secondary Sale and Notes 12 and 13 for further information regarding our investment in SIR. AIC . We, ABP Trust, SIR and four other companies to which RMR LLC provides management services currently own AIC in equal amounts. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of approximately $1,211 in connection with the renewal of this insurance program for the policy year ending June 30, 2019, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. As of September 30, 2018 and December 31, 2017, our investment in AIC had a carrying value of $9,276 and $8,304 , respectively. These amounts are included in other assets in our condensed consolidated balance sheets. We recognized income related to our investment in AIC, which is presented as equity in earnings of investees in our condensed consolidated statements of comprehensive income. Our other comprehensive income includes our proportionate part of unrealized gains on securities that are owned by AIC related to our investment in AIC. For further information about these and other such relationships and certain other related person transactions, refer to our Annual Report. |
Equity Investment in Select Inc
Equity Investment in Select Income REIT | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment in Select Income REIT | Equity Investment in Select Income REIT As described in Note 11, as of September 30, 2018 , we owned 24,918,421 , or approximately 27.8% , of the then outstanding SIR common shares. SIR is a REIT that primarily owns single tenant, net leased properties. As described in Note 1, we completed the Secondary Sale on October 9, 2018. We expect to record a loss on the Secondary Sale of approximately $19,372 in the fourth quarter of 2018. We accounted for our investment in SIR under the equity method. As a result of the Secondary Sale, our equity method investment in SIR has been reclassified to discontinued operations in our condensed consolidated financial statements as of September 30, 2018 . See Note 13 for further information regarding discontinued operations. Under the equity method, we recorded our proportionate share of SIR’s net income as equity in earnings of SIR included in discontinued operations in our condensed consolidated statements of comprehensive income. We recorded $9,253 and $9,453 of equity in the earnings of SIR for the three months ended September 30, 2018 and 2017 , respectively, and $23,843 and $20,271 of equity in the earnings of SIR for the nine months ended September 30, 2018 and 2017 , respectively. Our other comprehensive income includes our proportionate share of SIR’s unrealized gains (losses) of ($47) and $1,236 for the three months ended September 30, 2018 and 2017 , respectively, and $28 and $5,339 for the nine months ended September 30, 2018 and 2017 , respectively. The adjusted GAAP cost basis of our investment in SIR was less than our proportionate share of SIR’s total shareholders’ equity book value on the dates we acquired the shares. As of September 30, 2018 and December 31, 2017, our basis difference was $120,492 and $87,137 , respectively, and as required under GAAP, we were accreting this basis difference to earnings over the estimated remaining useful lives of certain real estate assets and intangible assets and liabilities owned by SIR. The increase in the basis difference primarily related to SIR's capital finance activities and changes in its net equity during the nine months ended September 30, 2018 . This accretion increased our equity in the earnings of SIR by $1,044 and $736 for the three months ended September 30, 2018 and 2017 , respectively, and $3,131 and $2,209 for the nine months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 , our investment in SIR had a carrying value of $453,275 and a market value, based on the closing price of SIR common shares on Nasdaq on September 30, 2018 , of $546,710 . We received aggregate cash distributions from SIR of $12,708 during both the three months ended September 30, 2018 and 2017 , and $38,124 and $38,125 during the nine months ended September 30, 2018 and 2017 , respectively. During the three months ended September 30, 2018 and 2017 , SIR issued a net amount of 45,774 and 44,724 common shares, respectively. During the nine months ended September 30, 2018 and 2017 , SIR issued a net amount of 63,157 and 59,502 common shares, respectively. We recognized a gain on issuance of shares by SIR of $21 and $51 for the three months ended September 30, 2018 and 2017 , respectively, and a gain on issuance of shares by SIR of $29 and $72 for the nine months ended September 30, 2018 and 2017 , respectively, as a result of the per share issuance price of these SIR common shares being above the then average per share carrying value of our SIR common shares. The following presents summarized financial data of SIR as reported in SIR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 , or the SIR Quarterly Report. References in our condensed consolidated financial statements to the SIR Quarterly Report are included as references to the source of the data only, and the information in the SIR Quarterly Report is not incorporated by reference into our condensed consolidated financial statements. Condensed Consolidated Balance Sheets September 30, December 31, 2018 2017 Real estate properties, net $ 3,926,606 $ 3,905,616 Acquired real estate leases, net 433,947 477,577 Properties held for sale 15,289 5,829 Cash and cash equivalents 25,982 658,719 Rents receivable, net 131,642 127,672 Other assets, net 188,033 127,617 Total assets $ 4,721,499 $ 5,303,030 Unsecured revolving credit facility $ 108,000 $ — Industrial Logistics Properties Trust revolving credit facility 380,000 750,000 Unsecured term loan, net — 348,870 Senior unsecured notes, net 1,430,688 1,777,425 Mortgage notes payable, net 210,624 210,785 Assumed real estate lease obligations, net 62,176 68,783 Other liabilities 150,371 155,348 Total shareholders' equity attributable to SIR 2,061,556 1,991,819 Noncontrolling interest in consolidated subsidiary 318,084 — Total liabilities and shareholders' equity $ 4,721,499 $ 5,303,030 Condensed Consolidated Statements of Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Rental income $ 101,833 $ 98,635 $ 298,003 $ 293,020 Tenant reimbursements and other income 20,048 19,379 60,514 57,158 Total revenues 121,881 118,014 358,517 350,178 Real estate taxes 12,518 11,489 36,748 33,168 Other operating expenses 14,814 14,649 43,714 41,039 Depreciation and amortization 35,371 34,713 105,326 102,770 Acquisition and transaction related costs 3,796 — 3,796 — General and administrative 15,331 1,608 47,353 24,697 Write-off of straight line rents, net — — 10,626 12,517 Loss on asset impairment — — — 4,047 Loss on impairment of real estate assets 9,706 — 9,706 229 Total expenses 91,536 62,459 257,269 218,467 Operating income 30,345 55,555 101,248 131,711 Dividend income 397 397 1,190 1,190 Unrealized gain on equity securities 22,771 — 53,159 — Interest income 133 19 753 39 Interest expense (23,287 ) (24,383 ) (69,446 ) (68,278 ) Loss on early extinguishment of debt — — (1,192 ) — Income before income tax expense, equity in earnings of an investee and gain on of real estate 30,359 31,588 85,712 64,662 Income tax expense (185 ) (177 ) (446 ) (364 ) Equity in earnings of an investee 831 31 882 533 Net income before gain on sale of real estate 31,005 31,442 86,148 64,831 Gain on sale of real estate 4,075 — 4,075 — Net income 35,080 31,442 90,223 64,831 Net income allocated to noncontrolling interest (5,597 ) — (15,841 ) — Net income attributed to SIR $ 29,483 $ 31,442 $ 74,382 $ 64,831 Weighted average common shares outstanding (basic) 89,410 89,355 89,395 89,341 Weighted average common shares outstanding (diluted) 89,437 89,379 89,411 89,364 Net income attributed to SIR per common share (basic and diluted) $ 0.33 $ 0.35 $ 0.83 $ 0.73 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Our equity method investment in SIR has been reclassified to discontinued operations in our condensed consolidated financial statements as of September 30, 2018 . See Notes 1 and 12 for further information regarding our equity method investment in SIR and the Secondary Sale. In August 2017, we sold one vacant office property ( one building) in Falls Church, VA with 164,746 rentable square feet and a net book value of $12,901 as of the date of sale for $13,523 , excluding closing costs. Results of operations for this property, which qualified as held for sale prior to our adoption in 2014 of ASU No. 2014-8, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , are classified as discontinued operations in our condensed consolidated financial statements. Below are the components of our income from discontinued operations: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Equity in earnings of Select Income REIT $ 9,253 $ 9,453 $ 23,843 $ 20,271 Net gain on issuance of shares by Select Income REIT 21 51 29 72 Income from property classified as discontinued operations — 462 — 173 Income from discontinued operations $ 9,274 $ 9,966 $ 23,872 $ 20,516 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers , which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach, which resulted in an adjustment to reclassify a previous deferred gain on sale of real estate of $712 from accounts payable and other liabilities to cumulative net income. The adoption of ASU No. 2014-09 did not have a material impact on the amount or timing of our revenue recognition in our condensed consolidated financial statements except for profit recognition on real estate sales. On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $45,116 from cumulative other comprehensive income to cumulative net income. We also reclassified $15,165 from cumulative other comprehensive income to cumulative net income for our share of cumulative other comprehensive income of certain of our equity method investees. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01. On January 1, 2018, we adopted FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how companies present and classify certain cash receipts and cash payments in the statements of cash flows. The implementation of this update resulted in the reclassification of $2,209 of accretion recorded in our equity in the earnings of SIR from cash flow from investing activities to cash flow from operating activities for the nine months ended September 30, 2017 . See Note 12 for further information regarding our investment in SIR. On January 1, 2018, we adopted FASB ASU No. 2016-18, Restricted Cash , which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The implementation of ASU 2016-18 resulted in an increase of $21 of net cash provided by operating activities for the nine months ended September 30, 2017 . This update also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. As a result, amounts included in restricted cash on our condensed consolidated balance sheets are included with cash and cash equivalents on the condensed consolidated statements of cash flows. Restricted cash, which consists of amounts escrowed for future real estate taxes, insurance, leasing costs, capital expenditures and debt service, as required by certain of our mortgage debts, totaled $2,354 and $509 as of September 30, 2018 and 2017, respectively. The adoption of this update did not change our balance sheet presentation. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share based payments to nonemployees with the guidance for share based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Weighted Average Common Share Amounts | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): For the Three Months For the Nine Months Ended September 30, Ended September 30, 2018 2017 2018 2017 Weighted average common shares for basic earnings per share 99,071 96,883 99,055 79,778 Effect of dilutive securities: unvested share awards — 75 20 74 Weighted average common shares for diluted earnings per share (1) 99,071 96,958 99,075 79,852 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Disclosure of Assets held-for-sale | As of September 30, 2018 , we had 20 properties ( 50 buildings) with an aggregate undepreciated carrying value of $355,858 under agreement to sell in three separate transactions, as presented in the table below. We have classified these properties as held for sale in our condensed consolidated balance sheet at September 30, 2018 . Date of Agreement (1) Number of Properties Number of Buildings Location Square Footage Gross Sale Price (2) August 2018 1 1 Washington D.C. 129,035 $ 70,000 September 2018 8 34 Northern Virginia and Maryland 1,635,868 201,500 October 2018 11 15 Southern Virginia 1,641,109 167,000 20 50 3,406,012 $ 438,500 (1) These pending 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 their terms will not change. (2) Gross sale price excludes closing costs. |
Schedule of Pro Forma Information | The following table presents our pro forma results of operations for the nine months ended September 30, 2017 as if the FPO Transaction and related financing activities had occurred on January 1, 2017. The historical FPO results of operations included in this pro forma financial information have been adjusted to eliminate the results of operations of FPO properties and joint venture interests that were sold from January 1, 2017 to October 2, 2017, the closing date of the FPO Transaction. The effect of these adjustments was a decrease in pro forma rental income of $804 and a decrease in net income of $47,019 for the nine months ended September 30, 2017 . This pro forma financial information is not necessarily indicative of what our actual financial position or results of operations would have been for the periods presented or for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received pursuant to our existing leases or leases we may enter during the remainder of 2018 and thereafter, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in this pro forma financial information and such differences could be significant. Nine Months Ended September 30, 2017 Rental income $ 328,255 Net loss $ (4,733 ) Net loss per share $ (0.05 ) |
Schedule of Joint Ventures | As of September 30, 2018 , our investment in unconsolidated joint ventures consisted of the following: Joint Venture GOV Ownership GOV Carrying Value of Investment at September 30, 2018 Property Type Number of Buildings Location Square Feet Prosperity Metro Plaza 51% $ 24,821 Office 2 Fairfax, VA 328,456 1750 H Street, NW 50% 20,340 Office 1 Washington, DC 115,411 Total $ 45,161 3 443,867 The following table provides a summary of the mortgage debt of our unconsolidated joint ventures: Joint Venture Interest Rate (1) Maturity Date Principal Balance at September 30, 2018 (2) Prosperity Metro Plaza 4.09% 12/1/2029 $ 50,000 1750 H Street, NW 3.69% 8/1/2024 32,000 Weighted Average/Total 3.93% $ 82,000 (1) Includes the effect of mark to market purchase accounting. (2) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the interests in the joint venture we do not own. None of the debt is recourse to us. |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured on a recurring and non-recurring basis at fair value, categorized by the level of inputs used in the valuation assets | The table below presents certain of our assets measured at fair value at September 30, 2018 , categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset: Fair Value at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Description Total (Level 1) (Level 2) (Level 3) Recurring Fair Value Measurements Assets: Investment in RMR Inc. (1) $ 112,680 $ 112,680 $ — $ — (1) Our 1,214,225 shares of class A common stock of The RMR Group Inc., or RMR Inc., which are included in other assets in our condensed consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP). Our historical cost basis for these shares is $26,888 as of September 30, 2018 . During the three and nine months ended September 30, 2018 , we recorded an unrealized gain of $17,425 and $40,677 , respectively, to adjust our investment in RMR Inc. to its fair value. |
Schedule of fair value and carrying value of financial instruments | At September 30, 2018 and December 31, 2017 , the fair values of our financial instruments approximated their carrying values in our condensed consolidated financial statements due to their short term nature or variable interest rates, except as follows: As of September 30, 2018 As of December 31, 2017 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Senior unsecured notes, 3.75% interest rate, due in 2019 $ 348,953 $ 351,468 $ 348,096 $ 354,993 Senior unsecured notes, 5.875% interest rate, due in 2046 300,490 309,380 300,232 320,416 Senior unsecured notes, 4.000% interest rate, due in 2022 296,505 296,609 295,812 302,655 Mortgage note payable, 4.050% interest rate, due in 2030 (2) 64,441 62,363 64,293 65,198 Mortgage note payable, 5.720% interest rate, due in 2020 (2) 35,067 34,877 36,085 36,332 Mortgage note payable, 4.220% interest rate, due in 2022 (2) 27,408 27,422 27,906 28,432 Mortgage note payable, 4.800% interest rate, due in 2023 (2) 25,145 25,220 25,501 25,904 Mortgage note payable, 5.877% interest rate, due in 2021 (2) 13,445 13,978 13,620 14,565 Mortgage note payable, 7.000% interest rate, due in 2019 (2) 8,087 8,129 8,391 8,555 Mortgage note payable, 8.150% interest rate, due in 2021 (2) 3,235 3,360 4,111 4,340 Mortgage note payable, 4.260% interest rate, due in 2020 (2) (3) 3,047 3,028 3,193 3,216 $ 1,125,823 $ 1,135,834 $ 1,127,240 $ 1,164,606 (1) Carrying amount includes certain unamortized debt issuance costs and unamortized premiums and discounts. (2) We assumed these mortgages in connection with our acquisitions of the encumbered 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. (3) Secured by one property (one building) that is held for sale at September 30, 2018. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of changes in each component of cumulative other comprehensive income (loss) | The following table presents changes in the amounts we recognized in cumulative other comprehensive income by component for the three and nine months ended September 30, 2018 : Three Months Ended September 30, 2018 Unrealized Gain Equity in on Investment Unrealized in Equity Gain Securities of Investees Total Balance at June 30, 2018 $ — $ 139 $ 139 Other comprehensive income before reclassifications — 143 143 Amounts reclassified from cumulative other comprehensive income to net income (1) — (17 ) (17 ) Net current period other comprehensive income — 126 126 Balance at September 30, 2018 $ — $ 265 $ 265 Nine Months Ended September 30, 2018 Unrealized Gain Equity in on Investment Unrealized in Equity Gain (Loss) Securities of Investees Total Balance at December 31, 2017 $ 45,116 $ 15,311 $ 60,427 Amounts reclassified from cumulative other comprehensive income to cumulative net income (45,116 ) (15,165 ) (60,281 ) Other comprehensive income before reclassifications — 155 155 Amounts reclassified from cumulative other comprehensive income to net income (1) — (36 ) (36 ) Net current period other comprehensive income — 119 119 Balance at September 30, 2018 $ — $ 265 $ 265 (1) Amounts reclassified from cumulative other comprehensive income to net income (loss) are included in equity in net earnings of investees in our condensed consolidated statements of comprehensive income. |
Equity Investment in Select I_2
Equity Investment in Select Income REIT (Tables) - SIR | 9 Months Ended |
Sep. 30, 2018 | |
Schedule Of Summarized Balance Sheet Information Of Equity Method Investee | Condensed Consolidated Balance Sheets September 30, December 31, 2018 2017 Real estate properties, net $ 3,926,606 $ 3,905,616 Acquired real estate leases, net 433,947 477,577 Properties held for sale 15,289 5,829 Cash and cash equivalents 25,982 658,719 Rents receivable, net 131,642 127,672 Other assets, net 188,033 127,617 Total assets $ 4,721,499 $ 5,303,030 Unsecured revolving credit facility $ 108,000 $ — Industrial Logistics Properties Trust revolving credit facility 380,000 750,000 Unsecured term loan, net — 348,870 Senior unsecured notes, net 1,430,688 1,777,425 Mortgage notes payable, net 210,624 210,785 Assumed real estate lease obligations, net 62,176 68,783 Other liabilities 150,371 155,348 Total shareholders' equity attributable to SIR 2,061,556 1,991,819 Noncontrolling interest in consolidated subsidiary 318,084 — Total liabilities and shareholders' equity $ 4,721,499 $ 5,303,030 |
Schedule Of Summarized Income Statement Information Of Equity Method Investee | Condensed Consolidated Statements of Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Rental income $ 101,833 $ 98,635 $ 298,003 $ 293,020 Tenant reimbursements and other income 20,048 19,379 60,514 57,158 Total revenues 121,881 118,014 358,517 350,178 Real estate taxes 12,518 11,489 36,748 33,168 Other operating expenses 14,814 14,649 43,714 41,039 Depreciation and amortization 35,371 34,713 105,326 102,770 Acquisition and transaction related costs 3,796 — 3,796 — General and administrative 15,331 1,608 47,353 24,697 Write-off of straight line rents, net — — 10,626 12,517 Loss on asset impairment — — — 4,047 Loss on impairment of real estate assets 9,706 — 9,706 229 Total expenses 91,536 62,459 257,269 218,467 Operating income 30,345 55,555 101,248 131,711 Dividend income 397 397 1,190 1,190 Unrealized gain on equity securities 22,771 — 53,159 — Interest income 133 19 753 39 Interest expense (23,287 ) (24,383 ) (69,446 ) (68,278 ) Loss on early extinguishment of debt — — (1,192 ) — Income before income tax expense, equity in earnings of an investee and gain on of real estate 30,359 31,588 85,712 64,662 Income tax expense (185 ) (177 ) (446 ) (364 ) Equity in earnings of an investee 831 31 882 533 Net income before gain on sale of real estate 31,005 31,442 86,148 64,831 Gain on sale of real estate 4,075 — 4,075 — Net income 35,080 31,442 90,223 64,831 Net income allocated to noncontrolling interest (5,597 ) — (15,841 ) — Net income attributed to SIR $ 29,483 $ 31,442 $ 74,382 $ 64,831 Weighted average common shares outstanding (basic) 89,410 89,355 89,395 89,341 Weighted average common shares outstanding (diluted) 89,437 89,379 89,411 89,364 Net income attributed to SIR per common share (basic and diluted) $ 0.33 $ 0.35 $ 0.83 $ 0.73 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Below are the components of our income from discontinued operations: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Equity in earnings of Select Income REIT $ 9,253 $ 9,453 $ 23,843 $ 20,271 Net gain on issuance of shares by Select Income REIT 21 51 29 72 Income from property classified as discontinued operations — 462 — 173 Income from discontinued operations $ 9,274 $ 9,966 $ 23,872 $ 20,516 |
Basis of Presentation - Merger
Basis of Presentation - Merger with SIR (Details) $ / shares in Units, $ in Thousands | Oct. 09, 2018USD ($)$ / sharesshares | Sep. 14, 2018USD ($)ft²property$ / sharesshares | Sep. 13, 2018shares | Sep. 30, 2018segmentshares |
Business Acquisition [Line Items] | ||||
Number of segments | segment | 1 | |||
Reverse stock split ratio | 0.25 | |||
SIR | ||||
Business Acquisition [Line Items] | ||||
Right to receive (shares) | shares | 1.04 | |||
Number of properties acquired | property | 99 | |||
Rentable area of properties (in square feet) | ft² | 16,538,462 | |||
Share price (in dollars per share) | $ / shares | $ 11.29 | |||
Purchase price | $ | $ 2,738,488 | |||
Merger closing costs | $ | 40,000 | |||
Debt repaid on behalf of the acquiree | $ | $ 1,720,000 | |||
Agreement covenant 1, minimum percentage | 20.00% | |||
Agreement covenant 2, minimum percentage | 75.00% | |||
SIR | ||||
Business Acquisition [Line Items] | ||||
Shares holding (in shares) | shares | 24,918,421 | 24,918,421 | ||
Subsequent Event | Underwritten Public Offering | Common shares | ||||
Business Acquisition [Line Items] | ||||
Number of shares sold (in shares) | shares | 24,918,421 | |||
Sale price (in dollars per share) | $ / shares | $ 18.25 | |||
Proceeds from sale of transaction | $ | $ 434,700 | |||
SIR | Industrial Logistics Properties Trust | ||||
Business Acquisition [Line Items] | ||||
Shares holding (in shares) | shares | 45,000,000 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred gain on sale of real estate | $ 712 | ||||
Unrealized gain on investment in equity securities | $ 0 | $ 3,279 | $ 0 | $ 14,389 | |
Equity in earnings of an investee | 94 | 31 | (1,112) | 533 | |
Increase in cash provided by operating activities | 120,165 | 95,914 | |||
Restricted cash | $ 2,354 | $ 509 | $ 2,354 | 509 | 3,111 |
ASU 2016-01 | Other Comprehensive Income (Loss) | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Unrealized gain on investment in equity securities | 45,116 | ||||
ASU 2016-15 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accretion in equity of earnings | 2,209 | ||||
ASU 2016-18 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in cash provided by operating activities | $ 21 | ||||
SIR and AIC | ASU 2016-01 | Other Comprehensive Income (Loss) | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity in earnings of an investee | $ 15,165 |
Weighted Average Common Share_2
Weighted Average Common Shares - Weighted Average Shars (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Weighted average common shares for basic earnings per share (in shares) | 99,071 | 96,883 | 99,055 | 79,778 |
Effect of dilutive securities: unvested share awards (in shares) | 0 | 75 | 20 | 74 |
Weighted average common shares for diluted earnings per share (in shares) | 99,071 | 96,958 | 99,075 | 79,852 |
Antidilutive shares (in shares) | 0 |
Real Estate Properties - Additi
Real Estate Properties - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($)ft²leasepropertybuilding | Sep. 30, 2018USD ($)ft²leasepropertyjoint_venturebuilding | |
Real Estate Properties [Line Items] | ||
Number of Properties | property | 105 | 105 |
Number of buildings | building | 164 | 164 |
Number of joint ventures | joint_venture | 2 | |
Number of properties, noncontrolling interest | property | 2 | |
Number of buildings, noncontrolling interest | building | 3 | |
Number of leases entered | lease | 24 | 94 |
Rentable square feet (in sqft) | ft² | 182,220 | 858,998 |
Weighted average lease term | 8 years 1 month | 6 years 5 months |
Expenditures committed on leases | $ | $ 6,479 | $ 21,287 |
Committed but unspent tenant related obligations estimated | $ | $ 34,048 | $ 34,048 |
Continuing operations | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 105 | 105 |
Number of buildings | building | 164 | 164 |
Carry value of properties | $ | $ 2,854,937 | $ 2,854,937 |
Real Estate Properties - Dispos
Real Estate Properties - Disposition Activities (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
May 31, 2018USD ($)ft²propertybuilding | Mar. 31, 2018USD ($)ft²propertybuilding | Sep. 30, 2018USD ($)propertybuilding | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($)ft²propertybuilding | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)propertybuilding | Sep. 30, 2017USD ($) | Oct. 31, 2018property | Feb. 28, 2018ft²propertybuilding | Dec. 31, 2017USD ($) | |
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 105 | 105 | |||||||||
Number of buildings | building | 164 | 164 | |||||||||
Loss on impairment of real estate | $ 0 | $ 230 | $ 5,800 | $ 230 | |||||||
Gain (loss) on sale of real estate | 0 | $ 0 | 17,329 | $ 0 | |||||||
Net book value | $ 2,135,589 | $ 2,135,589 | $ 2,633,873 | ||||||||
Office Building | Disposal Group, Disposed of by Sale | Minneapolis, NM | One building | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 1 | 1 | |||||||||
Number of buildings | building | 1 | 1 | |||||||||
Rentable area of properties (in square feet) | ft² | 193,594 | 193,594 | |||||||||
Aggregate sale price of properties sold, excluding closing costs | $ 20,000 | ||||||||||
Loss on impairment of real estate | $ 640 | ||||||||||
Office Building | Disposal Group, Disposed of by Sale | Safford, AZ | One building | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 1 | ||||||||||
Number of buildings | building | 1 | ||||||||||
Rentable area of properties (in square feet) | ft² | 36,139 | ||||||||||
Aggregate sale price of properties sold, excluding closing costs | 8,250 | ||||||||||
Loss on impairment of real estate | 2,453 | ||||||||||
Fair value adjustment | $ 322 | ||||||||||
Office Building | Disposal Group, Disposed of by Sale | New York, NY | One building | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 1 | ||||||||||
Number of buildings | building | 1 | ||||||||||
Rentable area of properties (in square feet) | ft² | 187,060 | ||||||||||
Aggregate sale price of properties sold, excluding closing costs | $ 118,500 | ||||||||||
Gain (loss) on sale of real estate | 17,329 | ||||||||||
Office Building | Disposal Group, Disposed of by Sale | Sacramento, CA | One building | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 1 | ||||||||||
Number of buildings | building | 1 | ||||||||||
Rentable area of properties (in square feet) | ft² | 110,500 | ||||||||||
Aggregate sale price of properties sold, excluding closing costs | $ 10,755 | ||||||||||
Loss on impairment of real estate | $ 6 | $ 3,023 | |||||||||
FPO Transaction | Disposal Group, Disposed of by Sale | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 3 | 3 | |||||||||
Number of buildings | building | 3 | 3 | |||||||||
Net book value | $ 24,566 | $ 24,566 | |||||||||
Subsequent Event | Office Building | Disposal Group, Disposed of by Sale | Washington D.C. | One building | |||||||||||
Real Estate Properties [Line Items] | |||||||||||
Number of properties | property | 1 |
Real Estate Properties - Assets
Real Estate Properties - Assets Held-for-Sale (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($)ft²propertybuilding | Dec. 31, 2017USD ($) | |
Real Estate Properties [Line Items] | ||
Assets of properties held for sale | $ 408,626 | $ 0 |
Number of Properties | property | 105 | |
Number of Buildings | building | 164 | |
Held-for-sale | ||
Real Estate Properties [Line Items] | ||
Assets of properties held for sale | $ 355,858 | |
Number of Properties | property | 20 | |
Number of Buildings | building | 50 | |
Square Footage (in square feet) | ft² | 3,406,012 | |
Gross Sale Price | $ 438,500 | |
Held-for-sale | Washington D.C. | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1 | |
Number of Buildings | building | 1 | |
Square Footage (in square feet) | ft² | 129,035 | |
Gross Sale Price | $ 70,000 | |
Held-for-sale | Northern Virginia and Maryland | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 8 | |
Number of Buildings | building | 34 | |
Square Footage (in square feet) | ft² | 1,635,868 | |
Gross Sale Price | $ 201,500 | |
Held-for-sale | Southern Virginia | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 11 | |
Number of Buildings | building | 15 | |
Square Footage (in square feet) | ft² | 1,641,109 | |
Gross Sale Price | $ 167,000 |
Real Estate Properties - FPO Tr
Real Estate Properties - FPO Transaction (Details) $ in Thousands | Oct. 02, 2017USD ($)ft²propertyjoint_venturebuilding | Sep. 30, 2018propertyjoint_venturebuilding |
Business Acquisition [Line Items] | ||
Number of joint ventures | joint_venture | 2 | |
Number of Properties | property | 105 | |
Number of buildings | building | 164 | |
First Potomac Realty Trust | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | property | 35 | |
Number of buildings acquired | building | 72 | |
Rentable area of properties (in square feet) | ft² | 6,028,072 | |
Purchase price | $ | $ 1,370,888 | |
First Potomac Realty Trust | ||
Business Acquisition [Line Items] | ||
Number of joint ventures | joint_venture | 2 | |
Number of Properties | property | 2 | |
Number of buildings | building | 3 | |
First Potomac Realty Trust | First Potomac Realty Trust | ||
Business Acquisition [Line Items] | ||
Rentable area of properties (in square feet) | ft² | 443,867 | |
Joint Venture Property 1 | First Potomac Realty Trust | ||
Business Acquisition [Line Items] | ||
Percentage of ownership interest | 50.00% | |
Joint Venture Property 2 | First Potomac Realty Trust | ||
Business Acquisition [Line Items] | ||
Percentage of ownership interest | 51.00% |
Real Estate Properties - Pro Fo
Real Estate Properties - Pro Forma (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Rental income | $ 328,255 |
Net loss | $ (4,733) |
Net loss per share (in dollars per share) | $ / shares | $ (0.05) |
Acquisition-related costs | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Decrease in revenues | $ 804 |
Decrease in net income | $ 47,019 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Joint Ventures (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)ft²propertyjoint_venturebuilding | |
Real Estate [Line Items] | |
Number of joint ventures | joint_venture | 2 |
Number of Properties | property | 105 |
Number of buildings | building | 164 |
Unconsolidated Joint Ventures | |
Real Estate [Line Items] | |
Investment at carrying value | $ 45,161 |
Number of buildings | building | 3 |
Square Feet (in square feet) | ft² | 443,867 |
Interest rate (as a percent) | 3.9339% |
Principal Balance | $ 82,000 |
Unamortized basis difference | $ 8,565 |
Unconsolidated Joint Ventures | Prosperity Metro Plaza | |
Real Estate [Line Items] | |
GOV Ownership | 51.00% |
Investment at carrying value | $ 24,821 |
Number of buildings | building | 2 |
Square Feet (in square feet) | ft² | 328,456 |
Interest rate (as a percent) | 4.09% |
Principal Balance | $ 50,000 |
Unconsolidated Joint Ventures | 1750 H Street, NW | |
Real Estate [Line Items] | |
GOV Ownership | 50.00% |
Investment at carrying value | $ 20,340 |
Number of buildings | building | 1 |
Square Feet (in square feet) | ft² | 115,411 |
Interest rate (as a percent) | 3.69% |
Principal Balance | $ 32,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Revenue Recognition [Abstract] | |||||
Increase in rental income to record revenue on straight line basis | $ 1,990 | $ 711 | $ 7,825 | $ 3,115 | |
Straight line rent receivables | 33,978 | 33,978 | $ 27,267 | ||
Straight line rent receivable, properties held for sale | 1,819 | 1,819 | |||
Allowance for doubtful accounts | 1,755 | 1,755 | $ 1,503 | ||
Allowance for doubtful accounts, properties held for sale | $ 976 | $ 976 |
Concentration (Details)
Concentration (Details) | 9 Months Ended | |
Sep. 30, 2018propertygovernment_tenantstate_governmentstatebuilding | Sep. 30, 2017 | |
Concentration | ||
Number of state governments | state_government | 13 | |
Number of other governments | government_tenant | 3 | |
Number of properties | property | 105 | |
Number of buildings | building | 164 | |
Number of states in which acquired properties located | state | 30 | |
Annualized rental income, excluding properties classified as discontinued operations | Virginia | ||
Concentration | ||
Annualized Rental income percent | 23.70% | |
Annualized rental income, excluding properties classified as discontinued operations | District of Columbia | ||
Concentration | ||
Annualized Rental income percent | 18.10% | |
Annualized rental income, excluding properties classified as discontinued operations | Maryland | ||
Concentration | ||
Annualized Rental income percent | 15.30% | |
Annualized rental income, excluding properties classified as discontinued operations | California | ||
Concentration | ||
Annualized Rental income percent | 9.40% | |
Annualized rental income, excluding properties classified as discontinued operations | Georgia | ||
Concentration | ||
Annualized Rental income percent | 6.10% | |
Annualized rental income, excluding properties classified as discontinued operations | Washington, DC Market Area | ||
Concentration | ||
Concentration risk percentage | 44.10% | |
Annualized rental income, excluding properties classified as discontinued operations | Tenant concentration | U.S. Government, state governments and Other Four Government | ||
Concentration | ||
Concentration risk percentage | 62.50% | 87.50% |
Annualized rental income, excluding properties classified as discontinued operations | Tenant concentration | U.S. Government | ||
Concentration | ||
Concentration risk percentage | 45.60% | 59.80% |
Indebtedness - Debt Obligations
Indebtedness - Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 467,000 | $ 467,000 | $ 570,000 | |||
Maximum borrowing capacity on revolving credit facility | 2,500,000 | 2,500,000 | ||||
Aggregate principal amount on secured properties | 180,416 | 180,416 | ||||
Unsecured term loan, due in 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 300,000 | $ 300,000 | ||||
Interest rate (as a percent) | 3.60% | 3.60% | ||||
The weighted average annual interest rate (as a percent) | 3.50% | 2.60% | 3.30% | 2.40% | ||
Unsecured term loan, due in 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 250,000 | $ 250,000 | ||||
Interest rate (as a percent) | 4.00% | 4.00% | ||||
The weighted average annual interest rate (as a percent) | 3.90% | 3.00% | 3.70% | 2.80% | ||
Unsecured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 467,000 | $ 467,000 | ||||
Maximum borrowing capacity on revolving credit facility | $ 750,000 | $ 750,000 | ||||
Option to extend the maturity date subject to certain conditions and the payment of a fee | 1 year | |||||
Facility fee (as a percent) | 0.25% | |||||
Interest rate (as a percent) | 3.40% | 3.40% | ||||
The weighted average annual interest rate (as a percent) | 3.20% | 2.40% | 3.00% | 2.20% | ||
Unsecured revolving credit facility | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings outstanding | $ 32,000 | |||||
Term loans | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 550,000 | $ 550,000 | ||||
Senior unsecured notes | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 960,000 | $ 960,000 | ||||
LIBOR | Unsecured term loan, due in 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate premium (as a percent) | 1.40% | |||||
LIBOR | Unsecured term loan, due in 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate premium (as a percent) | 1.80% | |||||
LIBOR | Unsecured revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate premium (as a percent) | 1.25% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)propertyloanbuilding | |
Debt Disclosure [Abstract] | |
Number of properties secured by mortgage notes | property | 8 |
Number of buildings secured by mortgage notes | building | 8 |
Aggregate net book value of secured properties | $ 417,842 |
Number of assumed secured mortgage loans | loan | 8 |
Aggregate principal amount on secured properties | $ 180,416 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Recurring and Nonrecurring Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value of Assets and Liabilities | ||||
Common shares owned in RMR Inc. (in shares) | 1,214,225 | 1,214,225 | ||
Historical cost | $ 26,888 | $ 26,888 | ||
Unrealized gain on equity securities | 17,425 | $ 0 | 40,677 | $ 0 |
Recurring | ||||
Fair Value of Assets and Liabilities | ||||
Investment in RMR Inc. | 112,680 | 112,680 | ||
Recurring | Level 1 inputs | ||||
Fair Value of Assets and Liabilities | ||||
Investment in RMR Inc. | 112,680 | 112,680 | ||
Recurring | Level 2 inputs | ||||
Fair Value of Assets and Liabilities | ||||
Investment in RMR Inc. | 0 | 0 | ||
Recurring | Level 3 inputs | ||||
Fair Value of Assets and Liabilities | ||||
Investment in RMR Inc. | $ 0 | $ 0 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value of Financial Instruments | ||
Senior Notes | $ 945,948 | $ 944,140 |
Mortgage notes payable, net | $ 176,828 | 183,100 |
Senior unsecured notes, 3.75% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 3.75% | |
Senior unsecured notes, 5.875% interest rate, due in 2046 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 5.875% | |
Senior unsecured notes, 4.000% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 4.00% | |
Mortgage note payable, 4.050% interest rate, due in 2030 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 4.05% | |
Mortgage note payable, 5.720% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 5.72% | |
Mortgage note payable, 4.220% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 4.22% | |
Mortgage note payable, 4.800% interest rate, due in 2023 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 4.80% | |
Mortgage note payable, 5.877% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 5.877% | |
Mortgage note payable, 7.000% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 7.00% | |
Mortgage note payable, 8.150% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 8.15% | |
Mortgage note payable, 4.260% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Interest rate (as a percent) | 4.26% | |
Carrying Amount | ||
Fair Value of Financial Instruments | ||
Fair value of financial instruments | $ 1,125,823 | 1,127,240 |
Carrying Amount | Senior unsecured notes, 3.75% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 348,953 | 348,096 |
Carrying Amount | Senior unsecured notes, 5.875% interest rate, due in 2046 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 300,490 | 300,232 |
Carrying Amount | Senior unsecured notes, 4.000% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 296,505 | 295,812 |
Carrying Amount | Mortgage note payable, 4.050% interest rate, due in 2030 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 64,441 | 64,293 |
Carrying Amount | Mortgage note payable, 5.720% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 35,067 | 36,085 |
Carrying Amount | Mortgage note payable, 4.220% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 27,408 | 27,906 |
Carrying Amount | Mortgage note payable, 4.800% interest rate, due in 2023 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 25,145 | 25,501 |
Carrying Amount | Mortgage note payable, 5.877% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 13,445 | 13,620 |
Carrying Amount | Mortgage note payable, 7.000% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 8,087 | 8,391 |
Carrying Amount | Mortgage note payable, 8.150% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 3,235 | 4,111 |
Carrying Amount | Mortgage note payable, 4.260% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 3,047 | 3,193 |
Fair Value | ||
Fair Value of Financial Instruments | ||
Fair value of financial instruments | 1,135,834 | 1,164,606 |
Fair Value | Senior unsecured notes, 3.75% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 351,468 | 354,993 |
Fair Value | Senior unsecured notes, 5.875% interest rate, due in 2046 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 309,380 | 320,416 |
Fair Value | Senior unsecured notes, 4.000% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Senior Notes | 296,609 | 302,655 |
Fair Value | Mortgage note payable, 4.050% interest rate, due in 2030 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 62,363 | 65,198 |
Fair Value | Mortgage note payable, 5.720% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 34,877 | 36,332 |
Fair Value | Mortgage note payable, 4.220% interest rate, due in 2022 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 27,422 | 28,432 |
Fair Value | Mortgage note payable, 4.800% interest rate, due in 2023 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 25,220 | 25,904 |
Fair Value | Mortgage note payable, 5.877% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 13,978 | 14,565 |
Fair Value | Mortgage note payable, 7.000% interest rate, due in 2019 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 8,129 | 8,555 |
Fair Value | Mortgage note payable, 8.150% interest rate, due in 2021 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | 3,360 | 4,340 |
Fair Value | Mortgage note payable, 4.260% interest rate, due in 2020 | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable, net | $ 3,028 | $ 3,216 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 18, 2018USD ($)$ / shares | Sep. 24, 2018$ / sharesshares | Sep. 13, 2018$ / sharesshares | Aug. 20, 2018USD ($)$ / shares | May 24, 2018trustee$ / sharesshares | May 21, 2018USD ($)$ / shares | Apr. 03, 2018$ / sharesshares | Feb. 26, 2018USD ($)$ / shares | Jan. 01, 2018$ / sharesshares | Sep. 30, 2018shares | Sep. 30, 2017shares | Sep. 30, 2018 | May 01, 2018USD ($)$ / sharesshares |
Share Awards | |||||||||||||
Cash distribution to common shareholders (in dollars per share) | $ 0.43 | ||||||||||||
Distribution paid to common shareholders | $ | $ 42,641 | $ 42,634 | $ 42,632 | ||||||||||
Distribution payable to common shareholders (in dollars per share) | $ 0.43 | ||||||||||||
Dividends declared (in dollars per share) | $ 0.43 | ||||||||||||
Subsequent Event | |||||||||||||
Share Awards | |||||||||||||
Dividends declared (in dollars per share) | $ 0.43 | ||||||||||||
Dividends declared | $ | $ 42,658 | ||||||||||||
Officers and Other Employees | |||||||||||||
Share Awards | |||||||||||||
Shares paid for tax withholding (in shares) | shares | 18,875 | 13,636 | |||||||||||
Former Employee of RMR LLC | |||||||||||||
Share Awards | |||||||||||||
Shares paid for tax withholding (in shares) | shares | 617 | ||||||||||||
Stock repurchased (in dollars per share) | $ 18.54 | ||||||||||||
Trustees | |||||||||||||
Share Awards | |||||||||||||
Number of trustees | trustee | 1 | ||||||||||||
Shares paid for tax withholding (in shares) | shares | 450 | ||||||||||||
Stock repurchased (in dollars per share) | $ 14.10 | ||||||||||||
Officers and Other Employees | |||||||||||||
Share Awards | |||||||||||||
Shares paid for tax withholding (in shares) | shares | 18,875 | ||||||||||||
Stock repurchased (in dollars per share) | $ 11.35 | ||||||||||||
Share Award Plan | Common shares | Trustees | |||||||||||||
Share Awards | |||||||||||||
Shares granted (in shares) | shares | 3,000 | 3,000 | |||||||||||
Shares granted (in dollars per share) | $ 14.10 | $ 13.59 | |||||||||||
Number of trustees | trustee | 6 | ||||||||||||
Share Award Plan | Common shares | Officers and Other Employees | |||||||||||||
Share Awards | |||||||||||||
Shares granted (in shares) | shares | 58,700 | ||||||||||||
Shares granted (in dollars per share) | $ 16.95 | ||||||||||||
Series A Cumulative Preferred Units | |||||||||||||
Share Awards | |||||||||||||
Temporary equity (in shares) | shares | 1,813,504 | ||||||||||||
Redemption percentage | 5.50% | ||||||||||||
Redemption price (in dollars per share) | $ 11.15 | ||||||||||||
Redemption amount | $ | $ 20,310 |
Shareholders' Equity - AOCI Rol
Shareholders' Equity - AOCI Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,330,043 | |||
Other comprehensive income | $ 126 | $ 4,630 | 119 | $ 20,023 |
Ending balance | 1,239,361 | 1,239,361 | ||
Unrealized Gain on Investment in Equity Securities | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 0 | 45,116 | ||
Amounts reclassified from cumulative other comprehensive income to cumulative net income | (45,116) | |||
Other comprehensive income before reclassifications | 0 | 0 | ||
Amounts reclassified from cumulative other comprehensive loss to net income | 0 | 0 | ||
Other comprehensive income | 0 | 0 | ||
Ending balance | 0 | 0 | ||
Equity in Unrealized Gain (Loss) of an Investee | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 139 | 15,311 | ||
Amounts reclassified from cumulative other comprehensive income to cumulative net income | (15,165) | |||
Other comprehensive income before reclassifications | 143 | 155 | ||
Amounts reclassified from cumulative other comprehensive loss to net income | (17) | (36) | ||
Other comprehensive income | 126 | 119 | ||
Ending balance | 265 | 265 | ||
Total | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 139 | 60,427 | ||
Amounts reclassified from cumulative other comprehensive income to cumulative net income | (60,281) | |||
Other comprehensive income before reclassifications | 143 | 155 | ||
Amounts reclassified from cumulative other comprehensive loss to net income | (17) | (36) | ||
Other comprehensive income | 126 | 119 | ||
Ending balance | $ 265 | $ 265 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)employeeagreement | Sep. 30, 2017USD ($) | |
RMR LLC | ||||
Related Party Transaction [Line Items] | ||||
Number of employees | employee | 0 | |||
Number of agreements | agreement | 2 | |||
Related party expense | $ 20,575 | $ 1,891 | $ 30,059 | $ 8,241 |
Reimbursement expense | 5,100 | 3,436 | 15,121 | 10,482 |
Internal audit costs | 50 | 67 | 173 | 202 |
Net Property Management and Construction Supervision Fees | RMR LLC | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amount | 3,415 | 2,338 | 10,201 | $ 7,371 |
RMR LLC | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Reversal of expense with related party | $ 16,236 | $ (893) | $ 16,973 | |
Period of common share total return, incentive fees payable | 3 years |
Related Person Transactions - R
Related Person Transactions - REITs, for which RMR LLC provides Management Services (Details) $ in Thousands | Sep. 13, 2018shares | Sep. 30, 2018USD ($)companyshares | Sep. 30, 2017shares | Sep. 30, 2018USD ($)company | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)agreementcompanyshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
SIR | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares holding (in shares) | shares | 24,918,421 | 24,918,421 | ||||||
Percentage of outstanding shares owned | 27.80% | 27.80% | 27.80% | |||||
RMR Inc | Class A common shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares holding (in shares) | shares | 1,214,225 | |||||||
RMR LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of agreements | agreement | 2 | |||||||
Revenue from related party | $ | $ 263 | $ 90 | $ 763 | $ 272 | ||||
Property insurance premiums paid | $ | $ 20,575 | $ 1,891 | $ 30,059 | $ 8,241 | ||||
AIC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of entities to whom services are provided | company | 4 | 4 | 4 | |||||
Carrying value of equity method investments | $ | $ 9,276 | $ 9,276 | $ 9,276 | $ 8,304 | ||||
Property Insurance Premium Expense | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property insurance premiums paid | $ | $ 1,211 | |||||||
Officers and Other Employees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares paid for tax withholding (in shares) | shares | 18,875 | 13,636 | ||||||
Common shares | Officers and Other Employees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares issued (in shares) | shares | 58,700 | 57,350 |
Equity Investment in Select I_3
Equity Investment in Select Income REIT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings of an investee | $ 94 | $ 31 | $ (1,112) | $ 533 | ||
Cash distributions from SIR | 23,843 | 20,271 | ||||
Net gain on issuance of shares by Select Income REIT | $ 29 | 72 | ||||
SIR | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investments, common shares owned (in shares) | 24,918,421 | 24,918,421 | ||||
Percentage of outstanding shares owned | 27.80% | 27.80% | ||||
Equity in earnings of an investee | $ 9,253 | 9,453 | $ 23,843 | 20,271 | ||
Equity in unrealized gain (loss) of investees | (47) | 1,236 | 28 | 5,339 | ||
The amount of investment in exceed the underlying equity of the investee | 120,492 | 120,492 | $ 87,137 | |||
Accretion in equity of earnings | 1,044 | 736 | 3,131 | 2,209 | ||
Investment at carrying value | 453,275 | 453,275 | ||||
Equity Investments, market value | 546,710 | 546,710 | ||||
Cash distributions from SIR | 12,708 | 12,708 | 38,124 | 38,125 | ||
SIR | SIR | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings of an investee | $ 831 | $ 31 | $ 882 | $ 533 | ||
Common shares issued (in shares) | 45,774 | 44,724 | 63,157 | 59,502 | ||
Net gain on issuance of shares by Select Income REIT | $ 21 | $ 51 | $ 29 | $ 72 | ||
Forecast | Secondary Sale | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Loss on Secondary Sale | $ 19,372 |
Equity Investment in Select I_4
Equity Investment in Select Income REIT - Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Schedule of Equity Method Investments [Line Items] | |||
Real estate properties, net | $ 2,135,589 | $ 2,633,873 | |
Acquired real estate leases, net | 215,938 | 351,872 | |
Properties held for sale | 408,626 | 0 | |
Cash and cash equivalents | 9,644 | 16,569 | $ 551,707 |
Rents receivable, net | 55,297 | 61,429 | |
Other assets, net | 136,360 | 96,033 | |
Total assets | 3,484,425 | 3,703,565 | |
Unsecured revolving credit facility | 467,000 | 570,000 | |
Unsecured term loan, net | 548,363 | 547,852 | |
Senior unsecured notes, net | 945,948 | 944,140 | |
Mortgage notes payable, net | 176,828 | 183,100 | |
Assumed real estate lease obligations, net | 8,759 | 13,635 | |
Other liabilities | 64,868 | 89,440 | |
Total shareholders' equity attributable to SIR | 1,239,361 | 1,330,043 | |
Total liabilities and shareholders’ equity | 3,484,425 | 3,703,565 | |
SIR | SIR | |||
Schedule of Equity Method Investments [Line Items] | |||
Real estate properties, net | 3,926,606 | 3,905,616 | |
Acquired real estate leases, net | 433,947 | 477,577 | |
Properties held for sale | 15,289 | 5,829 | |
Cash and cash equivalents | 25,982 | 658,719 | |
Rents receivable, net | 131,642 | 127,672 | |
Other assets, net | 188,033 | 127,617 | |
Total assets | 4,721,499 | 5,303,030 | |
Unsecured revolving credit facility | 108,000 | 0 | |
Industrial Logistics Properties Trust revolving credit facility | 380,000 | 750,000 | |
Unsecured term loan, net | 0 | 348,870 | |
Senior unsecured notes, net | 1,430,688 | 1,777,425 | |
Mortgage notes payable, net | 210,624 | 210,785 | |
Assumed real estate lease obligations, net | 62,176 | 68,783 | |
Other liabilities | 150,371 | 155,348 | |
Total shareholders' equity attributable to SIR | 2,061,556 | 1,991,819 | |
Noncontrolling interest in consolidated subsidiary | 318,084 | 0 | |
Total liabilities and shareholders’ equity | $ 4,721,499 | $ 5,303,030 |
Equity Investment in Select I_5
Equity Investment in Select Income REIT - Income Statement Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Rental income | $ 106,102 | $ 70,179 | $ 322,904 | $ 209,362 |
Real estate taxes | 12,072 | 8,862 | 37,402 | 24,980 |
Other operating expenses | 21,785 | 14,867 | 66,221 | 44,046 |
Depreciation and amortization | 42,569 | 20,781 | 129,444 | 61,949 |
Acquisition and transaction related costs | 3,813 | 0 | 3,813 | 0 |
General and administrative | 22,383 | 3,266 | 36,438 | 12,314 |
Loss on impairment of real estate assets | 0 | 230 | 5,800 | 230 |
Total expenses | 110,405 | 53,414 | 299,608 | 157,705 |
Operating income | (4,303) | 16,765 | 23,296 | 51,657 |
Dividend income | 304 | 304 | 912 | 911 |
Unrealized gain on equity securities | 17,425 | 0 | 40,677 | 0 |
Interest income | 140 | 1,715 | 405 | 1,843 |
Interest expense | (23,374) | (16,055) | (69,444) | (43,599) |
Loss on early extinguishment of debt | 0 | (1,715) | 0 | (1,715) |
Income (loss) from continuing operations before income taxes, equity in net earnings (losses) of investees and gain on sale of real estate | (9,808) | 1,014 | (4,154) | 9,097 |
Income tax expense | (9) | (22) | (124) | (65) |
Equity in earnings of an investee | 94 | 31 | (1,112) | 533 |
Net income before gain on sale of real estate | (449) | 10,989 | 18,482 | 30,081 |
Gain on sale of real estate | 0 | 0 | 17,329 | 0 |
Net income attributed to SIR | $ (449) | $ 10,989 | $ 35,811 | $ 30,081 |
Weighted average common shares outstanding (basic) (in shares) | 99,071 | 96,883 | 99,055 | 79,778 |
Weighted average common shares outstanding (diluted) (in shares) | 99,071 | 96,958 | 99,075 | 79,852 |
Net income attributed to SIR per common share (basic and diluted) (in dollars per share) | $ 0 | $ 0.11 | $ 0.36 | $ 0.38 |
SIR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of an investee | $ 9,253 | $ 9,453 | $ 23,843 | $ 20,271 |
SIR | SIR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Rental income | 101,833 | 98,635 | 298,003 | 293,020 |
Tenant reimbursements and other income | 20,048 | 19,379 | 60,514 | 57,158 |
Total revenues | 121,881 | 118,014 | 358,517 | 350,178 |
Real estate taxes | 12,518 | 11,489 | 36,748 | 33,168 |
Other operating expenses | 14,814 | 14,649 | 43,714 | 41,039 |
Depreciation and amortization | 35,371 | 34,713 | 105,326 | 102,770 |
Acquisition and transaction related costs | 3,796 | 0 | 3,796 | 0 |
General and administrative | 15,331 | 1,608 | 47,353 | 24,697 |
Write-off of straight line rents, net | 0 | 0 | 10,626 | 12,517 |
Loss on asset impairment | 0 | 0 | 0 | 4,047 |
Loss on impairment of real estate assets | 9,706 | 0 | 9,706 | 229 |
Total expenses | 91,536 | 62,459 | 257,269 | 218,467 |
Operating income | 30,345 | 55,555 | 101,248 | 131,711 |
Dividend income | 397 | 397 | 1,190 | 1,190 |
Unrealized gain on equity securities | 22,771 | 0 | 53,159 | 0 |
Interest income | 133 | 19 | 753 | 39 |
Interest expense | (23,287) | (24,383) | (69,446) | (68,278) |
Loss on early extinguishment of debt | 0 | 0 | (1,192) | 0 |
Income (loss) from continuing operations before income taxes, equity in net earnings (losses) of investees and gain on sale of real estate | 30,359 | 31,588 | 85,712 | 64,662 |
Income tax expense | (185) | (177) | (446) | (364) |
Equity in earnings of an investee | 831 | 31 | 882 | 533 |
Net income before gain on sale of real estate | 31,005 | 31,442 | 86,148 | 64,831 |
Gain on sale of real estate | 4,075 | 0 | 4,075 | 0 |
Net income | 35,080 | 31,442 | 90,223 | 64,831 |
Net income allocated to noncontrolling interest | (5,597) | 0 | (15,841) | 0 |
Net income attributed to SIR | $ 29,483 | $ 31,442 | $ 74,382 | $ 64,831 |
Weighted average common shares outstanding (basic) (in shares) | 89,410 | 89,355 | 89,395 | 89,341 |
Weighted average common shares outstanding (diluted) (in shares) | 89,437 | 89,379 | 89,411 | 89,364 |
Net income attributed to SIR per common share (basic and diluted) (in dollars per share) | $ 0.33 | $ 0.35 | $ 0.83 | $ 0.73 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2017USD ($)ft²propertybuilding | Sep. 30, 2018USD ($)propertybuilding | Dec. 31, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties | property | 105 | ||
Number of buildings | building | 164 | ||
Net book value | $ 2,135,589 | $ 2,633,873 | |
Falls Church, VA | Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties | property | 1 | ||
Number of buildings | building | 1 | ||
Rentable area of properties (in square feet) | ft² | 164,746 | ||
Net book value | $ 12,901 | ||
Aggregate sale price of properties sold, excluding closing costs | $ 13,523 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Equity in earnings of Select Income REIT | $ 94 | $ 31 | $ (1,112) | $ 533 |
Net gain on issuance of shares by Select Income REIT | 29 | 72 | ||
Income from discontinued operations | 9,274 | 9,966 | 23,872 | 20,516 |
SIR | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Equity in earnings of Select Income REIT | 9,253 | 9,453 | 23,843 | 20,271 |
Net gain on issuance of shares by Select Income REIT | 21 | 51 | 29 | 72 |
Income from property classified as discontinued operations | 0 | 462 | 0 | 173 |
Income from discontinued operations | $ 9,274 | $ 9,966 | $ 23,872 | $ 20,516 |