Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Equity Commonwealth | ' |
Entity Central Index Key | '0000803649 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 128,870,903 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Real estate properties: | ' | ' |
Land | $748,302 | $699,135 |
Buildings and improvements | 5,146,617 | 4,838,030 |
Total real estate properties, at cost, gross | 5,894,919 | 5,537,165 |
Accumulated depreciation | -956,057 | -895,059 |
Total real estate properties, at cost, net | 4,938,862 | 4,642,106 |
Properties held for sale | ' | 573,531 |
Acquired real estate leases, net | 227,197 | 255,812 |
Equity investments | 531,862 | 517,991 |
Cash and cash equivalents | 428,373 | 222,449 |
Restricted cash | 22,829 | 22,101 |
Rents receivable, net of allowance for doubtful accounts of $7,451 and $7,885, respectively | 238,033 | 223,769 |
Other assets, net | 206,204 | 188,675 |
Total assets | 6,593,360 | 6,646,434 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ' | ' |
Revolving credit facility | 235,000 | 235,000 |
Senior unsecured debt, net | 1,856,373 | 1,855,900 |
Mortgage notes payable, net | 895,231 | 914,510 |
Liabilities related to properties held for sale | ' | 28,734 |
Accounts payable and accrued expenses | 138,412 | 165,855 |
Assumed real estate lease obligations, net | 31,354 | 33,935 |
Rent collected in advance | 29,266 | 27,553 |
Security deposits | 13,852 | 11,976 |
Due to related persons | 22,984 | 9,385 |
Total liabilities | 3,222,472 | 3,282,848 |
Common shares of beneficial interest, $0.01 par value: | ' | ' |
Common shares of beneficial interest, $0.01 par value: 350,000,000 shares authorized; 128,859,923 and 118,386,918 shares issued and outstanding, respectively | 1,289 | 1,184 |
Additional paid in capital | 4,483,653 | 4,213,474 |
Cumulative net income | 2,235,673 | 2,209,840 |
Cumulative other comprehensive loss | -21,205 | -38,331 |
Cumulative common distributions | -3,111,868 | -3,082,271 |
Cumulative preferred distributions | -601,331 | -573,971 |
Total shareholders' equity | 3,370,888 | 3,363,586 |
Total liabilities and shareholders' equity | 6,593,360 | 6,646,434 |
Series D | ' | ' |
50,000,000 shares authorized; | ' | ' |
Preferred shares of beneficial interest, $0.01 par value | 119,286 | 368,270 |
Series E | ' | ' |
50,000,000 shares authorized; | ' | ' |
Preferred shares of beneficial interest, $0.01 par value | $265,391 | $265,391 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Rents receivable, allowance for doubtful accounts (in dollars) | $7,451 | $7,885 |
Common shares of beneficial interest, par value (in dollars per share) | $0.01 | $0.01 |
Common shares of beneficial interest, shares authorized | 350,000,000 | 350,000,000 |
Common shares of beneficial interest, shares issued | 128,859,923 | 118,386,918 |
Common shares of beneficial interest, shares outstanding | 128,859,923 | 118,386,918 |
Series D | ' | ' |
Preferred shares of beneficial interest, par value (in dollars per share) | $0.01 | $0.01 |
Preferred shares of beneficial interest, shares authorized | 50,000,000 | 50,000,000 |
Preferred shares, dividend yield (as a percent) | 6.50% | 6.50% |
Preferred shares of beneficial interest, shares issued | 4,916,997 | 15,180,000 |
Preferred shares of beneficial interest, shares outstanding | 4,916,997 | 15,180,000 |
Preferred shares, aggregate liquidation preference (in dollars) | 122,925 | 379,500 |
Series E | ' | ' |
Preferred shares of beneficial interest, par value (in dollars per share) | $0.01 | $0.01 |
Preferred shares of beneficial interest, shares authorized | 50,000,000 | 50,000,000 |
Preferred shares, dividend yield (as a percent) | 7.25% | 7.25% |
Preferred shares of beneficial interest, shares issued | 11,000,000 | 11,000,000 |
Preferred shares of beneficial interest, shares outstanding | 11,000,000 | 11,000,000 |
Preferred shares, aggregate liquidation preference (in dollars) | $275,000 | $275,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Rental income | $172,407 | $210,013 | $344,447 | $421,313 |
Tenant reimbursements and other income | 42,787 | 52,175 | 88,007 | 103,487 |
Total revenues | 215,194 | 262,188 | 432,454 | 524,800 |
Expenses: | ' | ' | ' | ' |
Operating expenses | 92,701 | 104,105 | 194,432 | 208,235 |
Depreciation and amortization | 59,831 | 63,459 | 111,480 | 126,029 |
General and administrative | 24,097 | 21,049 | 48,945 | 37,712 |
Loss on asset impairment | 22,683 | ' | 17,922 | ' |
Acquisition related costs | ' | 145 | 5 | 773 |
Total expenses | 199,312 | 188,758 | 372,784 | 372,749 |
Operating income | 15,882 | 73,430 | 59,670 | 152,051 |
Interest and other income | 281 | 249 | 665 | 704 |
Interest expense (including net amortization of debt discounts, premiums and deferred financing fees of ($300), $265, ($609) and $873, respectively) | -37,899 | -43,320 | -75,834 | -95,216 |
Loss on early extinguishment of debt | ' | ' | ' | -60,027 |
(Loss) gain on sale of equity investments | -33 | ' | -33 | 66,293 |
Gain on issuance of shares by an equity investee | 16,911 | ' | 17,020 | ' |
(Loss) income from continuing operations before income tax expense and equity in earnings of investees | -4,858 | 30,359 | 1,488 | 63,805 |
Income tax expense | -908 | -754 | -1,463 | -1,742 |
Equity in earnings of investees | 12,454 | 159 | 23,388 | 4,421 |
Income from continuing operations | 6,688 | 29,764 | 23,413 | 66,484 |
Discontinued operations: | ' | ' | ' | ' |
Income from discontinued operations | 4,114 | 1,643 | 8,125 | 1,637 |
Loss on asset impairment from discontinued operations | -2,072 | -4,589 | -2,360 | -8,535 |
Loss on early extinguishment of debt from discontinued operations | -3,345 | ' | -3,345 | ' |
Net gain on sale of properties from discontinued operations | ' | 2,099 | ' | 3,359 |
Income before gain on sale of properties | 5,385 | 28,917 | 25,833 | 62,945 |
Gain on sale of properties | ' | ' | ' | 1,596 |
Net income | 5,385 | 28,917 | 25,833 | 64,541 |
Net income attributable to noncontrolling interest in consolidated subsidiary | ' | -10,028 | ' | -19,985 |
Net income attributable to Equity Commonwealth | 5,385 | 18,889 | 25,833 | 44,556 |
Preferred distributions | -6,982 | -11,151 | -18,133 | -22,302 |
Distribution on conversion of preferred shares | -16,205 | ' | -16,205 | ' |
Net (loss) income | -17,802 | 7,738 | -8,505 | 22,254 |
Amounts attributable to Equity Commonwealth common shareholders: | ' | ' | ' | ' |
(Loss) income from continuing operations | -16,499 | 8,585 | -10,925 | 25,793 |
Income from discontinued operations | 4,114 | 1,643 | 8,125 | 1,637 |
Loss on asset impairment from discontinued operations | -2,072 | -4,589 | -2,360 | -8,535 |
Loss on early extinguishment of debt from discontinued operations | -3,345 | ' | -3,345 | ' |
Net gain on sale of properties from discontinued operations | ' | 2,099 | ' | 3,359 |
Net (loss) income | ($17,802) | $7,738 | ($8,505) | $22,254 |
Weighted average common shares outstanding - basic and diluted (in shares) | 123,812 | 118,309 | 121,121 | 106,298 |
Basic and diluted earnings per common share attributable to Equity Commonwealth common shareholders: | ' | ' | ' | ' |
(Loss) income from continuing operations (in dollars per share) | ($0.13) | $0.07 | ($0.09) | $0.24 |
(Loss) income from discontinued operations (in dollars per share) | ($0.01) | ($0.01) | $0.02 | ($0.03) |
Net (loss) income available for common shareholders (in dollars per share) | ($0.14) | $0.07 | ($0.07) | $0.21 |
Distributions declared per common share (in dollars per share) | ' | $0.25 | $0.25 | $0.50 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Amortization of debt discounts, premiums and deferred financing fees | ($300) | $265 | ($609) | $873 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ' | ' | ' | ' |
Net income | $5,385 | $28,917 | $25,833 | $64,541 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Unrealized gain on derivative instruments | 627 | 2,782 | 1,627 | 3,833 |
Foreign currency translation adjustments | 4,961 | -37,821 | 15,548 | -36,848 |
Equity in unrealized income (loss) of an investee | -69 | -146 | -49 | -162 |
Total comprehensive income (loss) | 10,904 | -6,268 | 42,959 | 31,364 |
Less: comprehensive income attributable to noncontrolling interest in consolidated subsidiary | ' | -9,996 | ' | -19,949 |
Comprehensive income (loss) attributable to Equity Commonwealth | $10,904 | ($16,264) | $42,959 | $11,415 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $25,833 | $64,541 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation | 80,512 | 96,006 |
Net amortization of debt discounts, premiums and deferred financing fees | -612 | 913 |
Straight line rental income | -7,201 | -19,798 |
Amortization of acquired real estate leases | 27,806 | 33,060 |
Other amortization | 9,579 | 9,806 |
Loss on asset impairment | 20,282 | 8,535 |
Loss on early extinguishment of debt | 3,345 | 60,027 |
Equity in earnings of investees | -23,388 | -4,421 |
Loss (gain) on sale of equity investments | 33 | -66,293 |
Gain on issuance of shares by an equity investee | -17,020 | ' |
Distributions of earnings from investees | 20,680 | 4,111 |
Net gain on sale of properties | ' | -4,955 |
Other non-cash expenses | 18,402 | ' |
Change in assets and liabilities: | ' | ' |
Restricted cash | 641 | 966 |
Rents receivable and other assets | -19,856 | -22,449 |
Accounts payable and accrued expenses | -7,833 | -15,737 |
Rent collected in advance | -2,339 | -7,730 |
Security deposits | 241 | 122 |
Due to related persons | 47 | -3 |
Cash provided by operating activities | 129,152 | 136,701 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Real estate acquisitions | ' | -165,110 |
Real estate improvements | -60,437 | -53,908 |
Principal payments received from direct financing lease | 3,612 | 3,444 |
Proceeds from sale of properties, net | 185,179 | 33,863 |
Proceeds from sale of equity investments, net | 5,776 | 239,576 |
Distributions in excess of earnings from investees | ' | 168 |
Increase in restricted cash | -1,369 | -2,349 |
Cash provided by investing activities | 132,761 | 55,684 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common shares, net | ' | 626,809 |
Repurchase and retirement of outstanding debt securities | ' | -728,021 |
Proceeds from borrowings | ' | 936,000 |
Payments on borrowings | -15,998 | -962,207 |
Deferred financing fees | ' | -1,200 |
Distributions to common shareholders | -29,597 | -50,527 |
Distributions to preferred shareholders | -11,151 | -22,302 |
Distributions to noncontrolling interest in consolidated subsidiary | ' | -14,863 |
Cash used in financing activities | -56,746 | -216,311 |
Effect of exchange rate changes on cash | 757 | -773 |
Increase (decrease) in cash and cash equivalents | 205,924 | -24,699 |
Cash and cash equivalents at beginning of period | 222,449 | 102,219 |
Cash and cash equivalents at end of period | 428,373 | 77,520 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | 77,120 | 109,108 |
Taxes paid | 2,732 | 1,134 |
NON-CASH INVESTING ACTIVITIES: | ' | ' |
Investment in real estate mortgage receivable | ' | ($7,688) |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
Note 1. Basis of Presentation | |
The accompanying condensed consolidated financial statements of Equity Commonwealth and its subsidiaries, or the Company, EQC, we, us or our, have been prepared without audit. Certain information and footnote 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, 2013, or our Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our subsidiaries have been eliminated. 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’ financial statements to conform to the current year’s presentation. | |
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and impairment of real estate and intangible assets. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
Note 2. Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, or ASU 2014-08. ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. We are required to adopt ASU 2014-08 prospectively for all disposals of components of our business classified as held for sale during fiscal periods beginning after December 15, 2014 and are currently evaluating what impact, if any, its adoption will have to the presentation of our condensed consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. This update is effective for interim and annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact, if any, the adoption of this ASU will have on our condensed consolidated financial statements. |
Board_of_Trustees
Board of Trustees | 6 Months Ended |
Jun. 30, 2014 | |
Board of Trustees | ' |
Board of Trustees | ' |
Note 3. Board of Trustees | |
On March 18, 2014, Related Fund Management, LLC, or Related, and Corvex Management LP, or together, Related/Corvex, delivered to us written consents which they represented were from a sufficient number of holders of our outstanding common shares to remove all of our then Trustees and any other person or persons elected or appointed to our Board of Trustees prior to the effective time of the Related/Corvex removal proposal. After inspection, our then Board of Trustees determined that holders of more than two-thirds of our outstanding common shares as of the February 18, 2014 record date consented to the Related/Corvex proposal, reaching the threshold required to remove all of our then Trustees and any other person or persons appointed as a Trustee prior to the effective time of the Related/Corvex removal proposal. Accordingly, on March 25, 2014, all of our then Trustees, or our Prior Trustees, certified their removal as Trustees of EQC. | |
On May 23, 2014, at a special meeting of our shareholders, or the Special Meeting, the following seven individuals were elected to serve on our Board of Trustees, or the New Board of Trustees: Sam Zell, who serves as the Chairman of the New Board of Trustees, James S. Corl, Edward A. Glickman, David A. Helfand, Peter Linneman, James L. Lozier, Jr. and Kenneth Shea. Each of the foregoing individuals was nominated to serve on the New Board of Trustees by Related/Corvex. |
Real_Estate_Properties
Real Estate Properties | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Real Estate Properties | ' | |||||||||||||
Real Estate Properties | ' | |||||||||||||
Note 4. Real Estate Properties | ||||||||||||||
During the six months ended June 30, 2014, we made improvements to our properties totaling $47.0 million. | ||||||||||||||
Property Sales: | ||||||||||||||
We classify all properties that meet the criteria outlined in the Property, Plant and Equipment Topic of the FASB Accounting Standards Codification, or the Codification, as held for sale, as such on our condensed consolidated balance sheets. As of June 30, 2014, we had no properties classified as held for sale. On June 27, 2014, we sold one central business district, or CBD, property (two buildings) and 13 suburban properties (41 buildings) with a combined 2,784,098 square feet for an aggregate sales price of $215.9 million, excluding mortgage debt repayments and closing costs. In conjunction with this transaction, we recognized a loss on asset impairment of $2.4 million and a loss on early extinguishment of debt of $3.3 million. These properties were previously classified as held for sale as of both March 31, 2014 and December 31, 2013. | ||||||||||||||
During March 2014, we ceased to actively market two CBD properties (two buildings) and 29 suburban properties (65 buildings) with a combined 5,641,450 square feet that we had previously classified as held for sale as of December 31, 2013. These properties were not under agreement for sale when our Prior Trustees were removed in March 2014. These properties were reclassified to properties held and used in operations because they no longer meet the requirements under GAAP for classification as held for sale. Operating results for these properties were reclassified from discontinued operations to continuing operations for all periods presented herein. In connection with this reclassification, we reversed previously recorded impairment losses totaling $4.8 million, which includes the elimination of estimated costs to sell. | ||||||||||||||
Results of operations for properties sold or held for sale are included in discontinued operations in our condensed consolidated statements of operations once the criteria for discontinued operations in the Presentation of Financial Statements Topic of the Codification are met. Summarized balance sheet information for all properties classified as held for sale and income statement information for all properties sold is as follows (in thousands): | ||||||||||||||
Balance Sheet: | ||||||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Real estate properties | $ | 536,552 | ||||||||||||
Acquired real estate leases | 6,937 | |||||||||||||
Rents receivable | 14,180 | |||||||||||||
Other assets, net | 15,862 | |||||||||||||
Properties held for sale | $ | 573,531 | ||||||||||||
Mortgage notes payable | $ | 20,018 | ||||||||||||
Assumed real estate lease obligations | 2,070 | |||||||||||||
Rent collected in advance | 4,043 | |||||||||||||
Security deposits | 2,603 | |||||||||||||
Liabilities related to properties held for sale | $ | 28,734 | ||||||||||||
Income Statements: | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income | $ | 6,962 | $ | 15,122 | $ | 14,236 | $ | 30,634 | ||||||
Tenant reimbursements and other income | 801 | 2,081 | 1,323 | 3,812 | ||||||||||
Total revenues | 7,763 | 17,203 | 15,559 | 34,446 | ||||||||||
Operating expenses | 3,375 | 10,028 | 6,854 | 21,592 | ||||||||||
Depreciation and amortization | — | 3,930 | — | 7,883 | ||||||||||
General and administrative | — | 1,169 | 3 | 2,456 | ||||||||||
Total expenses | 3,375 | 15,127 | 6,857 | 31,931 | ||||||||||
Operating income | 4,388 | 2,076 | 8,702 | 2,515 | ||||||||||
Interest and other income | — | 9 | — | 12 | ||||||||||
Interest expense | (274 | ) | (442 | ) | (577 | ) | (890 | ) | ||||||
Income from discontinued operations | $ | 4,114 | $ | 1,643 | $ | 8,125 | $ | 1,637 |
Investment_in_Direct_Financing
Investment in Direct Financing Lease | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Investment in Direct Financing Lease | ' | |||||||
Investment in Direct Financing Lease | ' | |||||||
Note 5. Investment in Direct Financing Lease | ||||||||
We have an investment in a direct financing lease that relates to a lease with a term that exceeds 75% of the useful life of an office tower located within a mixed use property in Phoenix, AZ. We recognize income using the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent our initial estimates of the fair value of the leased assets at the expiration of the lease, which do not exceed their original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The carrying amount of our net investment is included in other assets in our condensed consolidated balance sheets. The following table summarizes the carrying amount of our net investment in this direct financing lease (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Total minimum lease payments receivable | $ | 18,937 | $ | 22,986 | ||||
Estimated unguaranteed residual value of leased asset | 4,951 | 4,951 | ||||||
Unearned income | (7,737 | ) | (8,174 | ) | ||||
Net investment in direct financing lease | $ | 16,151 | $ | 19,763 | ||||
We monitor the payment history and credit profile of the tenant and have determined that no allowance for losses related to our direct financing lease was necessary at June 30, 2014 and December 31, 2013. The direct financing lease has an expiration date in 2045. |
Equity_Investments
Equity Investments | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Equity Investments | ' | |||||||||||||||||||||||
Equity Investments | ' | |||||||||||||||||||||||
Note 6. Equity Investments | ||||||||||||||||||||||||
At June 30, 2014 and December 31, 2013, we had the following equity investments in Select Income REIT, or SIR, Government Properties Income Trust, or GOV, and Affiliates Insurance Company, or AIC (dollars in thousands): | ||||||||||||||||||||||||
Ownership Percentage | Equity Investments | Equity in Earnings (Loss) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | December 31, | June 30, | December 31, | June 30, | June 30, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||
SIR | 36.7 | % | 44.2 | % | $ | 531,862 | $ | 512,078 | $ | 12,412 | $ | — | $ | 23,444 | $ | — | ||||||||
GOV | 0 | % | 0 | % | — | — | — | — | — | 4,111 | ||||||||||||||
AIC | 0 | % | 12.5 | % | — | 5,913 | 42 | 159 | (56 | ) | 310 | |||||||||||||
$ | 531,862 | $ | 517,991 | $ | 12,454 | $ | 159 | $ | 23,388 | $ | 4,421 | |||||||||||||
At June 30, 2014, we owned 22,000,000, or approximately 36.7%, of the common shares of beneficial interest of SIR, with a carrying value of $531.9 million and a market value, based on quoted market prices, of $652.1 million ($29.64 per share). SIR is a real estate investment trust, or REIT, that is primarily focused on owning and investing in net leased, single tenant properties and was one of our consolidated subsidiaries until July 2, 2013. On July 2, 2013, our ownership percentage of SIR was reduced to below 50% and we began accounting for our investment in SIR under the equity method. Under the equity method, we record our percentage share of net earnings of SIR in our consolidated statements of operations. Prior to July 2, 2013, the operating results and investments of SIR were included in our consolidated results of operations and financial position. On July 2, 2013, our share of the underlying equity of SIR exceeded our carrying value by $17.6 million. As required under GAAP, we are amortizing this difference to equity in earnings of investees over a 34 year period, which approximates the average remaining useful lives of the buildings owned by SIR as of July 2, 2013. If we determine there is an “other than temporary” decline in the fair value of this investment, we would record a charge to earnings as determined under applicable accounting standards. | ||||||||||||||||||||||||
During the second quarter of 2014, SIR issued 10,000,000 common shares in a public offering for $29.00 per common share, raising net proceeds (after deducting underwriters’ discounts and commissions and expenses) of approximately $277.4 million. We recognized a gain on this sale by an equity investee of $16.9 million as a result of the per share sales price of this transaction being above our per share carrying value. Our ownership percentage in SIR was reduced to 36.7% after this transaction. | ||||||||||||||||||||||||
During the six months ended June 30, 2014, we received cash distributions from SIR totaling $20.7 million. | ||||||||||||||||||||||||
The following summarized financial data of SIR as reported in SIR’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, or the SIR Quarterly Report, includes the results of operations for periods prior to July 2, 2013 (the date on which SIR ceased to be our consolidated subsidiary), which are included on a consolidated basis in our condensed consolidated results of operations when SIR was our consolidated subsidiary. References in our 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 financial statements. Amounts are in thousands, except per share data. | ||||||||||||||||||||||||
Condensed Consolidated Balance Sheets: | ||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Real estate properties, net | $ | 1,773,316 | $ | 1,579,234 | ||||||||||||||||||||
Acquired real estate leases, net | 125,571 | 129,426 | ||||||||||||||||||||||
Cash and cash equivalents | 20,804 | 20,025 | ||||||||||||||||||||||
Rents receivable, net | 59,557 | 55,335 | ||||||||||||||||||||||
Other assets, net | 17,643 | 17,839 | ||||||||||||||||||||||
Total assets | $ | 1,996,891 | $ | 1,801,859 | ||||||||||||||||||||
Revolving credit facility | $ | 74,000 | $ | 159,000 | ||||||||||||||||||||
Term loan | 350,000 | 350,000 | ||||||||||||||||||||||
Mortgage notes payable | 19,103 | 27,147 | ||||||||||||||||||||||
Assumed real estate lease obligations, net | 27,020 | 26,966 | ||||||||||||||||||||||
Other liabilities | 40,465 | 40,055 | ||||||||||||||||||||||
Shareholders’ equity | 1,486,303 | 1,198,691 | ||||||||||||||||||||||
Total liabilities and shareholders’ equity | $ | 1,996,891 | $ | 1,801,859 | ||||||||||||||||||||
Condensed Consolidated Statements of Income: | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Rental income | $ | 48,465 | $ | 38,706 | $ | 93,528 | $ | 76,164 | ||||||||||||||||
Tenant reimbursements and other income | 8,092 | 7,240 | 16,057 | 13,642 | ||||||||||||||||||||
Total revenues | 56,557 | 45,946 | 109,585 | 89,806 | ||||||||||||||||||||
Operating expenses | 9,985 | 9,011 | 19,964 | 16,885 | ||||||||||||||||||||
Depreciation and amortization | 10,495 | 7,295 | 19,789 | 13,960 | ||||||||||||||||||||
Acquisition related costs | 136 | 156 | 374 | 689 | ||||||||||||||||||||
General and administrative | 2,198 | 2,957 | 7,374 | 5,676 | ||||||||||||||||||||
Total expenses | 22,814 | 19,419 | 47,501 | 37,210 | ||||||||||||||||||||
Operating income | 33,743 | 26,527 | 62,084 | 52,596 | ||||||||||||||||||||
Interest expense | (3,634 | ) | (3,779 | ) | (6,992 | ) | (7,252 | ) | ||||||||||||||||
Gain on early extinguishment of debt | — | — | 243 | — | ||||||||||||||||||||
Income before income tax expense and equity in earnings of an investee | 30,109 | 22,748 | 55,335 | 45,344 | ||||||||||||||||||||
Income tax expense | (19 | ) | (40 | ) | (90 | ) | (80 | ) | ||||||||||||||||
Equity in earnings of an investee | 118 | 79 | 21 | 155 | ||||||||||||||||||||
Net income | $ | 30,208 | $ | 22,787 | $ | 55,266 | $ | 45,419 | ||||||||||||||||
Weighted average common shares outstanding | 54,178 | 39,288 | 52,021 | 39,285 | ||||||||||||||||||||
Net income per common share | $ | 0.56 | $ | 0.58 | $ | 1.06 | $ | 1.16 | ||||||||||||||||
On July 9, 2014, we sold our entire stake of 22,000,000 common shares of SIR, for $32.04 per share, raising aggregate gross proceeds of $704.8 million. As a result of this sale, we no longer hold any interest in SIR. See Note 15 for additional information regarding SIR. | ||||||||||||||||||||||||
As of May 9, 2014, we had a net investment of $5.8 million in AIC, an insurance company that was owned in equal proportion until May 9, 2014 by us, our manager Reit Management & Research LLC, or RMR, GOV, SIR and four other companies to which RMR provides management services. On May 9, 2014, as a result of the removal of the Prior Trustees and in accordance with the terms of the shareholders agreement between us and the other AIC shareholders, the other AIC shareholders exercised their right to purchase all of the 20,000 shares of AIC we then owned. We received $5.8 million in aggregate proceeds from this sale. We no longer own any interest in AIC. Our participation in the AIC property insurance program expired in June 2014. See Note 15 for additional information about our investment in AIC. |
Real_Estate_Mortgages_Receivab
Real Estate Mortgages Receivable | 6 Months Ended |
Jun. 30, 2014 | |
Real Estate Mortgages Receivable | ' |
Real Estate Mortgages Receivable | ' |
Note 7. Real Estate Mortgages Receivable | |
As of June 30, 2014 and December 31, 2013, we had total real estate mortgages receivable with an aggregate carrying value of $8.1 million included in other assets in our condensed consolidated balance sheets. We provided mortgage financing totaling $7.7 million at 6.0% per annum in connection with our sale of three suburban office and industrial properties (18 buildings) in January 2013 in Dearborn, MI; this real estate mortgage requires monthly interest payments and matures on January 24, 2023. We also provided mortgage financing totaling $0.4 million at 6.0% per annum in connection with our sale of a suburban office property in Salina, NY in April 2012; this real estate mortgage requires monthly interest payments and matures on April 30, 2019. |
Shareholders_Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Shareholders' Equity | ' |
Shareholders' Equity | ' |
Note 8. Shareholders’ Equity | |
Common Share Issuances: | |
On January 28, 2014, we granted 2,000 common shares of beneficial interest, par value $0.01 per share, valued at $23.46 per share, the closing price of our common shares on the New York Stock Exchange, or NYSE, on that day, to two of our former Trustees as part of their then annual compensation. | |
On February 7, 2014, March 7, 2014, April 7, 2014, May 7, 2014, June 6, 2014 and July 8, 2014, we issued 12,187, 10,625, 11,410, 11,275, 11,729 and 10,980 common shares, respectively, to RMR pursuant to the amended and restated business management agreement discussed in Note 15. | |
On May 14, 2014, we issued 10,411,779 common shares to holders of 10,263,003 series D preferred shares who elected to exercise their Fundamental Change Conversion Right, as discussed below, and converted their series D preferred shares into our common shares. | |
Share Awards: | |
As a result of the removal of our Prior Trustees on March 25, 2014, the vesting of 130,914 common shares previously issued to our former officers and certain employees of RMR pursuant to our equity compensation plans accelerated in accordance with the terms of their governing share grants. During the six months ended June 30, 2014, we recorded $3.4 million of compensation expense related to the vesting of these shares. | |
Common and Preferred Share Distributions: | |
On February 15, 2014, we paid a quarterly distribution on our series D cumulative convertible preferred shares, or series D preferred shares, of $0.4063 per share, or $6.2 million, and a quarterly distribution on our series E preferred shares of $0.4531 per share, or $5.0 million, both of which were paid to shareholders of record as of February 1, 2014. | |
On February 21, 2014, we paid a quarterly distribution on our common shares of $0.25 per share, or $29.6 million, to shareholders of record as of January 13, 2014. | |
Under our governing documents and Maryland law, distributions to our shareholders are to be authorized and declared by our Board of Trustees, and our Prior Trustees were removed on March 25, 2014. Additionally, the removal of our Prior Trustees constituted an event of default under our term loan and revolving credit facility agreements, under which we generally are prevented from making any distributions or paying any dividends during the pendency of an event of default. As a result of the foregoing, we were unable to declare and pay dividends between March 25, 2014 and June 6, 2014, the date on which we obtained waivers of the aforementioned events of default from our lenders. As of June 30, 2014, distributions in arrears for our series D preferred shares and our series E preferred shares totaled $3.0 million, or $0.6094 per share, and $7.5 million, or $0.6797 per share, respectively. | |
On July 25, 2014, our Board of Trustees declared a dividend of $0.8125 per series D preferred share to be paid on August 15, 2014 to shareholders of record on August 5, 2014. This dividend includes the accrued dividend of $0.40625 per share for the period from February 15, 2014 to May 14, 2014 and the accrued dividend of $0.40625 per share for the period from May 15, 2014 to August 14, 2014. On July 25, 2014, our Board of Trustees also declared a dividend of $0.90625 per series E preferred share to be paid on August 15, 2014 to shareholders of record on August 5, 2014. This dividend includes the accrued dividend of $0.453125 per share for the period from February 15, 2014 to May 14, 2014 and the accrued dividend of $0.453125 per share for the period from May 15, 2014 to August 14, 2014. The aggregate amounts of $0.8125 and $0.90625 that will be paid to the holders of series D preferred shares and series E preferred shares, respectively, represent the full amounts of accrued and unpaid dividends under the series D preferred shares and the series E preferred shares, respectively. | |
Series D Preferred Shares: | |
The removal of our Prior Trustees on March 25, 2014 triggered a Fundamental Change Conversion Right of the series D preferred shares, as defined in our Articles Supplementary dated October 10, 2006, setting forth the terms of the series D preferred shares. Pursuant to such right, the holders of series D preferred shares had the option to elect to convert all or any portion of their series D preferred shares at any time from April 9, 2014 until the close of business on May 14, 2014 into a number of common shares per $25.00 liquidation preference of the series D preferred shares equal to the sum of such $25.00 liquidation preference plus accrued and unpaid dividends to, but not including, May 14, 2014, divided by 98% of the average of the closing sale prices of the common shares for the five consecutive trading days ending on May 9, 2014, or the Fundamental Change Conversion Rate. We calculated the Fundamental Change Conversion Rate as 1.0145 common shares per $25.00 liquidation preference. May 14, 2014 was the last day upon which holders of the series D preferred shares could exercise their Fundamental Change Conversion Right. As of the close of business on May 14, 2014, the holders of 10,263,003 series D preferred shares elected to exercise their Fundamental Change Conversion Right and converted their series D preferred shares into 10,411,779 of our common shares. As a result of this transaction, we recorded a distribution of $16.2 million, for the excess of the market value of the common shares issued above the carrying value of the series D preferred shares redeemed. As of June 30, 2014, we had 4,916,997 outstanding series D preferred shares that were convertible into 2,363,969 of our common shares. |
Cumulative_Other_Comprehensive
Cumulative Other Comprehensive Income (Loss) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Cumulative Other Comprehensive Income (Loss) | ' | |||||||||||||
Cumulative Other Comprehensive Income (Loss) | ' | |||||||||||||
Note 9. Cumulative Other Comprehensive Income (Loss) | ||||||||||||||
The following tables presents the amounts recognized in cumulative other comprehensive income (loss) by component for the three and six months ended June 30, 2014 (in thousands): | ||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||
Unrealized | Foreign | Equity in | ||||||||||||
Gain (Loss) | Currency | Unrealized | ||||||||||||
on Derivative | Translation | Gain (Loss) of | ||||||||||||
Instruments | Adjustments | an Investee | Total | |||||||||||
Balances as of March 31, 2014 | $ | (10,706 | ) | $ | (16,060 | ) | $ | 42 | $ | (26,724 | ) | |||
Other comprehensive income (loss) before reclassifications | (632 | ) | 4,961 | 15 | 4,344 | |||||||||
Amounts reclassified from cumulative other comprehensive income (loss) to net income | 1,259 | — | (84 | ) | 1,175 | |||||||||
Net current period other comprehensive income (loss) | 627 | 4,961 | (69 | ) | 5,519 | |||||||||
Balances as of June 30, 2014 | $ | (10,079 | ) | $ | (11,099 | ) | $ | (27 | ) | $ | (21,205 | ) | ||
Six Months Ended June 30, 2014 | ||||||||||||||
Unrealized | Foreign | Equity in | ||||||||||||
Gain (Loss) | Currency | Unrealized | ||||||||||||
on Derivative | Translation | Gain (Loss) of | ||||||||||||
Instruments | Adjustments | an Investee | Total | |||||||||||
Balances as of December 31, 2013 | $ | (11,706 | ) | $ | (26,647 | ) | $ | 22 | $ | (38,331 | ) | |||
Other comprehensive income (loss) before reclassifications | (861 | ) | 15,548 | 42 | 14,729 | |||||||||
Amounts reclassified from cumulative other comprehensive income (loss) to net income | 2,488 | — | (91 | ) | 2,397 | |||||||||
Net current period other comprehensive income (loss) | 1,627 | 15,548 | (49 | ) | 17,126 | |||||||||
Balances as of June 30, 2014 | $ | (10,079 | ) | $ | (11,099 | ) | $ | (27 | ) | $ | (21,205 | ) | ||
The following tables presents reclassifications out of cumulative other comprehensive income (loss) for the three and six months ended June 30, 2014 (in thousands): | ||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||
Amounts Reclassified from | ||||||||||||||
Details about Cumulative Other | Cumulative Other Comprehensive | Affected Line Items in the | ||||||||||||
Comprehensive Income (Loss) Components | Income (Loss) to Net Income | Statement of Operations | ||||||||||||
Interest rate swap contracts | $ | 1,259 | Interest expense | |||||||||||
Unrealized gains and losses on available for sale securities | (7 | ) | Equity in earnings of investees | |||||||||||
Realized gains and losses on available for sale securities | (77 | ) | (Loss) gain on sale of equity investments | |||||||||||
$ | 1,175 | |||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||
Amounts Reclassified from | ||||||||||||||
Details about Cumulative Other | Cumulative Other Comprehensive | Affected Line Items in the | ||||||||||||
Comprehensive Income (Loss) Components | Income (Loss) to Net Income | Statement of Operations | ||||||||||||
Interest rate swap contracts | $ | 2,488 | Interest expense | |||||||||||
Unrealized gains and losses on available for sale securities | (14 | ) | Equity in earnings of investees | |||||||||||
Realized gains and losses on available for sale securities | (77 | ) | (Loss) gain on sale of equity investments | |||||||||||
$ | 2,397 |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2014 | |
Indebtedness | ' |
Indebtedness | ' |
Note 10. Indebtedness | |
Prepayments: | |
On March 11, 2014, we prepaid $12.0 million of 4.95% mortgage debt using cash on hand. | |
On June 27, 2014, we repaid $11.2 million of 6.14% mortgage debt and $8.5 million of 5.78% mortgage debt in connection with the sale of the related properties and recognized a loss on early extinguishment of debt of $3.3 million from prepayment premiums and the write-off of unamortized discounts and deferred financing fees. | |
Unsecured Revolving Credit Facility and Unsecured Term Loan: | |
We have a $750.0 million unsecured revolving credit facility that matures on October 19, 2015, that is used for general business purposes, including acquisitions. We also have a $500.0 million unsecured term loan that matures on December 15, 2016. The removal of our Prior Trustees on March 25, 2014 constituted an event of default under our revolving credit facility and term loan agreements. As a consequence, the lenders under each of these agreements became entitled to exercise certain remedies, including the right to accelerate their loans and to require that their loans bear interest at the post-default rate. Effective as of April 11, 2014, we entered into separate forbearance agreements regarding our revolving credit facility and term loan agreements. Pursuant to each forbearance agreement, the applicable lenders agreed, on and subject to the terms and conditions set forth therein, to forbear during the period (which period would have expired on June 13, 2014, but for the waivers and amendments described below) from exercising certain of their rights and remedies under the revolving credit facility or term loan, as applicable, including, without limitation, their right to accelerate repayment of the loans thereunder and to require that the loans bear interest at the post-default rate. Following the election of our New Board of Trustees on May 23, 2014, we requested that the lenders provide waivers of these events of default. Effective as of June 6, 2014, we obtained such waivers and amended the revolving credit facility and term loan agreements. Pursuant to these amendments and waivers, the lenders waived the events of default arising from the removal of our Prior Trustees, and each of the revolving credit facility and term loan agreements was amended to: | |
· remove as “Material Contracts” (i) the Business Management Agreement, dated as of June 8, 2009, as amended, by and between us and RMR, and (ii) the Amended and Restated Property Management Agreement, dated as of January 21, 2010, by and between us and RMR; | |
· revise the change of control Event of Default (as defined in each of the revolving credit facility and term loan agreements) so that failure of RMR to act as sole business and property manager no longer constitutes a change of control thereunder; and | |
· revise the change of control Event of Default to increase from 25% to 35% the level of voting power with respect to the Company’s shares that constitutes a change of control if acquired by any person or group. | |
In addition, the forbearance agreements were deemed to be terminated upon effectiveness of these amendments and waivers, other than certain provisions thereof relating to the release of claims against, and confirming no waivers by, the lenders. | |
Borrowings under our revolving credit facility bear interest at LIBOR plus a premium, which was 150 basis points as of June 30, 2014. We also pay a facility fee of 35 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of June 30, 2014, the interest rate payable on borrowings under our revolving credit facility was 1.6%. The weighted average interest rate for borrowings under our revolving credit facility was 1.7% for both the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, we had $235.0 million outstanding under our revolving credit facility. On July 18, 2014, we paid off the entire balance of $235.0 million on our revolving credit facility. | |
Our term loan bears interest at a rate of LIBOR plus a premium, which was 185 basis points as of June 30, 2014. The interest rate premium is subject to adjustment based upon changes to our credit ratings. As of June 30, 2014, the interest rate for the amount outstanding under our term loan was 2.0%. The weighted average interest rate for the amount outstanding under our term loan was 2.0% and 2.1% for the six months ended June 30, 2014 and 2013, respectively. | |
Credit Facility and Term Loan Debt Covenants: | |
Our public debt indenture and related supplements, our revolving credit facility agreement and our term loan agreement contain a number of financial and other covenants, including covenants that restrict our ability to incur indebtedness or to make distributions under certain circumstances and require us to maintain financial ratios and a minimum net worth. At June 30, 2014, we believe we were in compliance with all of our respective covenants under our public debt indenture and related supplements, our revolving credit facility and our term loan agreements. | |
Mortgage Debt: | |
At June 30, 2014, 12 of our properties (17 buildings) costing $1,220.5 million with an aggregate net book value of $1,059.1 million secured mortgage notes totaling $895.2 million (including net premiums and discounts) maturing from 2015 through 2026. | |
During the quarter ended June 30, 2014, we made the decision to cease making loan servicing payments on One Enterprise Center in Jacksonville, Florida. The first payment we determined not to make for this property was due on June 11, 2014. The property is secured by a non-recourse mortgage loan, with a current principal balance of $40.1 million. | |
On August 1, 2014, we prepaid at par the $265.0 million non-recourse mortgage loan on two buildings in Chicago, IL. |
Income_Taxes
Income Taxes | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Income Taxes | ' | |||||||||||||
Income Taxes | ' | |||||||||||||
Note 11. Income Taxes | ||||||||||||||
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and are generally not subject to federal and state income taxes provided we distribute a sufficient amount of our taxable income to our shareholders and meet other requirements for qualifying as a REIT. However, we are subject to certain state, local and Australian taxes without regard to our REIT status. Our provision for income taxes consists of the following (in thousands): | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
State | $ | 227 | $ | 162 | $ | 261 | $ | 325 | ||||||
Foreign | 681 | 592 | 1,202 | 1,417 | ||||||||||
Income tax provision | $ | 908 | $ | 754 | $ | 1,463 | $ | 1,742 |
Fair_Value_of_Assets_and_Liabi
Fair Value of Assets and Liabilities | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value of Assets and Liabilities | ' | |||||||||||||
Fair Value of Assets and Liabilities | ' | |||||||||||||
Note 12. Fair Value of Assets and Liabilities | ||||||||||||||
The table below presents certain of our assets and liabilities measured at fair value during 2014, categorized by the level of inputs used in the valuation of each asset and liability (dollars in thousands): | ||||||||||||||
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: | ||||||||||||||
Effective portion of interest rate swap contracts(1) | $ | (10,079 | ) | $ | — | $ | (10,079 | ) | $ | — | ||||
Non-Recurring Fair Value Measurements: | ||||||||||||||
Properties held and used(2) | $ | 19,589 | $ | — | $ | — | $ | 19,589 | ||||||
(1) The fair value of our interest rate swap contracts is determined using the net discounted cash flows of the expected cash flows of each derivative based on the market based interest rate curve (level 2 inputs) and adjusted for our credit spread and the actual and estimated credit spreads of the counterparties (level 3 inputs). Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and the counterparties. As of June 30, 2014, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified as level 2 inputs in the fair value hierarchy. | ||||||||||||||
(2) As discussed in Note 10, we made the decision to cease making loan servicing payments on one of our CBD properties in Jacksonville, Florida. As a result, as of June 30, 2014, we recorded a loss on asset impairment totaling $22.7 million to reduce the aggregate carrying value of this property from $42.3 million to its estimated fair value of $19.6 million. We used discounted cash flow analysis and third party broker information (level 3 inputs) in determining the fair value of this property. The valuation techniques and significant unobservable inputs used for our level 3 fair value measurements at June 30, 2014 were as follows: | ||||||||||||||
Description | Fair Value at | Primary | Unobservable Inputs | Range | ||||||||||
June 30, 2014 | Valuation | (Weighted | ||||||||||||
Techniques | Average) | |||||||||||||
Properties held and used on which we recognized impairment losses | $ | 19,589 | Discounted cash flows | Discount rate | 8% (N/A) | |||||||||
Exit capitalization rate | 8% (N/A) | |||||||||||||
We are exposed to certain risks relating to our ongoing business operations, including the effect of changes in foreign currency exchange rates and interest rates. The only risk we currently manage by using derivative instruments is a part of our interest rate risk. Although we have not done so as of June 30, 2014, and have no present intention to do so, we may manage our Australian currency exchange exposure by borrowing in Australian dollars or using derivative instruments in the future, depending on the relative significance of our business activities in Australia at that time. We have interest rate swap agreements to manage our interest rate risk exposure on $172.4 million of mortgage debt due 2019, which require interest at a premium over LIBOR. The interest rate swap agreements utilized by us qualify as cash flow hedges and effectively modify our exposure to interest rate risk by converting our floating interest rate debt to a fixed interest rate basis for this loan through December 1, 2016, thus reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating interest rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. The fair value of our derivative instruments increased by $0.6 million and $1.6 million during the three and six months ended June 30, 2014, respectively, based primarily on changes in market interest rates. The fair value of our derivative instruments increased by $2.8 million and $3.8 million during the three and six months ended June 30, 2013, respectively, based primarily on changes in market interest rates. As of June 30, 2014 and December 31, 2013, the fair value of these derivative instruments included in accounts payable and accrued expenses and cumulative other comprehensive loss in our condensed consolidated balance sheets totaled ($10.1) million and ($11.7) million, respectively. We may enter additional interest rate swaps or hedge agreements to manage some of our additional interest rate risk associated with our floating rate borrowings. The table below presents the effects of our interest rate derivatives on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Balance at beginning of period | $ | (10,706 | ) | $ | (15,573 | ) | $ | (11,706 | ) | $ | (16,624 | ) | ||
Amount of income (loss) recognized in cumulative other comprehensive (loss) income | (632 | ) | 1,546 | (861 | ) | 1,361 | ||||||||
Amount of loss reclassified from cumulative other comprehensive (loss) income into interest expense | 1,259 | 1,236 | 2,488 | 2,472 | ||||||||||
Unrealized gain on derivative instruments | 627 | 2,782 | 1,627 | 3,833 | ||||||||||
Balance at end of period | $ | (10,079 | ) | $ | (12,791 | ) | $ | (10,079 | ) | $ | (12,791 | ) | ||
Over the next 12 months, we estimate that approximately $4.9 million will be reclassified from cumulative other comprehensive income as an increase to interest expense. | ||||||||||||||
In addition to the assets and liabilities described in the above table, our financial instruments include our cash and cash equivalents, rents receivable, investment in direct financing lease receivable, real estate mortgages receivable, restricted cash, revolving credit facility, senior notes and mortgage notes payable, accounts payable and accrued expenses, rent collected in advance, security deposits and amounts due to related persons. At June 30, 2014 and December 31, 2013, the fair values of these additional financial instruments, excluding mortgage debt related to properties held for sale, were not materially different from their carrying values, except as follows (in thousands): | ||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Senior notes and mortgage notes payable | $ | 2,079,215 | $ | 2,207,239 | $ | 2,097,164 | $ | 2,143,834 | ||||||
The fair values of our senior notes and mortgage notes payable are based on estimates using discounted cash flow analyses and currently prevailing interest rates adjusted by credit risk spreads (level 3 inputs). | ||||||||||||||
Other financial instruments that potentially subject us to concentrations of credit risk consist principally of rents receivable; however, as of June 30, 2014, no single tenant of ours is responsible for more than 3% of our total annualized rents. | ||||||||||||||
Our derivative financial instruments, including interest rate swaps, are entered with major financial institutions and we monitor the amount of credit exposure to any one counterparty. |
Earnings_Per_Common_Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2014 | |
Earnings Per Common Share | ' |
Earnings Per Common Share | ' |
Note 13. Earnings Per Common Share | |
As of June 30, 2014, we had 4,916,997 series D preferred shares outstanding that were convertible into 2,363,969 of our common shares. The effect of our convertible preferred shares on income from continuing operations attributable to the Company’s common shareholders per share is anti-dilutive for all periods presented. | |
As discussed in Note 8 above, the removal of our Prior Trustees on March 25, 2014 triggered a Fundamental Change Conversion Right of the series D preferred shares, as defined in our Articles Supplementary dated October 10, 2006, setting forth the terms of the series D preferred shares. Pursuant to such right, as of the close of business on May 14, 2014, the holders of 10,263,003 series D preferred shares opted to convert their series D preferred shares into 10,411,779 of our common shares. The issuance of such common shares as a result of this exercise had a dilutive effect on income from continuing operations attributable to Equity Commonwealth common shareholders per share for the three and six months ended June 30, 2014. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Information | ' | |||||||||||||
Segment Information | ' | |||||||||||||
Note 14. Segment Information | ||||||||||||||
Our primary business is the ownership and operation of a nationwide portfolio of properties. We account for each of our individual properties as a separate operating segment. We have aggregated our separate operating segments into two reportable segments based on our primary method of internal reporting: CBD properties and suburban properties. More than 90% of our CBD and suburban properties are office properties. Each of our reportable segments includes properties with similar operating and economic characteristics that are subject to unique supply and demand conditions. Our operating segments (i.e., our individual properties) are managed and operated consistently in accordance with our standard operating procedures, and our management responsibilities do not vary significantly from location to location based on the size of the property or geographic location within each primary reporting segment. We use property net operating income, or NOI, to evaluate the performance of our operating segments. We define NOI as income from our real estate including lease termination fees received from tenants less our property operating expenses, which expenses include property marketing costs. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions. See Note 6 for financial information relating to SIR. | ||||||||||||||
As of June 30, 2014, we owned 40 CBD properties (53 buildings) and 116 suburban properties (209 buildings). The prior period has been restated to reflect properties reclassified from discontinued operations to continuing operations during 2014. See Note 4 for additional information regarding our properties and the reasons for this reclassification. | ||||||||||||||
Property level information by operating segment for properties classified as held and used in operations as of June 30, 2014, and for the three and six months ended June 30, 2014 and 2013, is as follows (in thousands): | ||||||||||||||
As of June 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Square feet: | ||||||||||||||
CBD properties | 21,892 | 22,149 | ||||||||||||
Suburban properties | 21,028 | 46,114 | ||||||||||||
Total properties | 42,920 | 68,263 | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income: | ||||||||||||||
CBD properties | $ | 106,094 | $ | 109,600 | $ | 216,333 | $ | 221,771 | ||||||
Suburban properties | 66,313 | 100,413 | 128,114 | 199,542 | ||||||||||
Total properties | $ | 172,407 | $ | 210,013 | $ | 344,447 | $ | 421,313 | ||||||
Tenant reimbursements and other income: | ||||||||||||||
CBD properties | $ | 28,465 | $ | 30,847 | $ | 58,706 | $ | 61,955 | ||||||
Suburban properties | 14,322 | 21,328 | 29,301 | 41,532 | ||||||||||
Total properties | $ | 42,787 | $ | 52,175 | $ | 88,007 | $ | 103,487 | ||||||
NOI: | ||||||||||||||
CBD properties | $ | 71,996 | $ | 75,529 | $ | 145,166 | $ | 154,514 | ||||||
Suburban properties | 50,497 | 82,554 | 92,856 | 162,051 | ||||||||||
Total properties | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
As of June 30, 2014, our investments in CBD properties and suburban properties, net of accumulated depreciation, were $3,039.2 million and $1,899.7 million, respectively, including $148.9 million of CBD properties and $94.6 million of suburban properties located in Australia. | ||||||||||||||
The following table includes the reconciliation of NOI to net income, the most directly comparable financial measure under GAAP reported in our condensed consolidated financial statements. We consider NOI to be an appropriate supplemental measure to net income because it may help both investors and management to understand the operations of our properties. We use NOI internally to evaluate individual, regional and combined property level performance, and we believe that NOI provides useful information to investors regarding our results of operations because it reflects only those income and expense items that are incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. The calculation of NOI excludes certain components of net income in order to provide results that are more closely related to our properties’ results of operations. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative to net income, net income attributable to Equity Commonwealth, net income available for Equity Commonwealth common shareholders, operating income or cash flow from operating activities, determined in accordance with GAAP, or as an indicator of our financial performance or liquidity, nor is this measure necessarily indicative of sufficient cash flow to fund all of our needs. This measure should be considered in conjunction with net income, net income attributable to Equity Commonwealth, net income available for Equity Commonwealth common shareholders, operating income and cash flow from operating activities as presented in our condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss) and condensed consolidated statements of cash flows. Other REITs and real estate companies may calculate NOI differently than we do. A reconciliation of NOI to net income for the three and six months ended June 30, 2014 and 2013, is as follows (in thousands): | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income | $ | 172,407 | $ | 210,013 | $ | 344,447 | $ | 421,313 | ||||||
Tenant reimbursements and other income | 42,787 | 52,175 | 88,007 | 103,487 | ||||||||||
Operating expenses | (92,701 | ) | (104,105 | ) | (194,432 | ) | (208,235 | ) | ||||||
NOI | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
NOI | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
Depreciation and amortization | (59,831 | ) | (63,459 | ) | (111,480 | ) | (126,029 | ) | ||||||
General and administrative | (24,097 | ) | (21,049 | ) | (48,945 | ) | (37,712 | ) | ||||||
Loss on asset impairment | (22,683 | ) | — | (17,922 | ) | — | ||||||||
Acquisition related costs | — | (145 | ) | (5 | ) | (773 | ) | |||||||
Operating income | 15,882 | 73,430 | 59,670 | 152,051 | ||||||||||
Interest and other income | 281 | 249 | 665 | 704 | ||||||||||
Interest expense | (37,899 | ) | (43,320 | ) | (75,834 | ) | (95,216 | ) | ||||||
Loss on early extinguishment of debt | — | — | — | (60,027 | ) | |||||||||
(Loss) gain on sale of equity investments | (33 | ) | — | (33 | ) | 66,293 | ||||||||
Gain on issuance of shares by an equity investee | 16,911 | — | 17,020 | — | ||||||||||
(Loss) income from continuing operations before income tax expense and equity in earnings of investees | (4,858 | ) | 30,359 | 1,488 | 63,805 | |||||||||
Income tax expense | (908 | ) | (754 | ) | (1,463 | ) | (1,742 | ) | ||||||
Equity in earnings of investees | 12,454 | 159 | 23,388 | 4,421 | ||||||||||
Income from continuing operations | 6,688 | 29,764 | 23,413 | 66,484 | ||||||||||
Income from discontinued operations | 4,114 | 1,643 | 8,125 | 1,637 | ||||||||||
Loss on asset impairment from discontinued operations | (2,072 | ) | (4,589 | ) | (2,360 | ) | (8,535 | ) | ||||||
Loss on early extinguishment of debt from discontinued operations | (3,345 | ) | — | (3,345 | ) | — | ||||||||
Net gain on sale of properties from discontinued operations | — | 2,099 | — | 3,359 | ||||||||||
Income before gain on sale of properties | 5,385 | 28,917 | 25,833 | 62,945 | ||||||||||
Gain on sale of properties | — | — | — | 1,596 | ||||||||||
Net income | $ | 5,385 | $ | 28,917 | $ | 25,833 | $ | 64,541 |
Related_Person_Transactions
Related Person Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Person Transactions | ' |
Related Person Transactions | ' |
Note 15. Related Person Transactions | |
The following discussion includes a description of our related person transactions for the three and six months ended June 30, 2013 and June 30, 2014. Certain of these related person transactions, and their approvals, occurred prior to the election of our New Board of Trustees at the Special Meeting and the appointment of our current executive officers following the Special Meeting. The disclosure below under “—Related Person Transactions Prior to the Special Meeting” describes our related person transactions and approvals that occurred before the Special Meeting. | |
Related Person Transactions Following the Special Meeting: | |
Equity Group Investments and associated entities: Effective June 1, 2014, we entered into a one-year license agreement with Equity Group Investments, a private investment firm, or Equity Group, to use office space on the sixth floor at Two North Riverside Plaza in Chicago, Illinois. The license fee is $0.2 million for the year. The license fee includes the non-exclusive use of additional areas on the sixth floor (such as conference rooms and common areas), certain administrative services (such as mail room services and reception desk staffing), office equipment, office furniture, supplies, licensee’s share of building operating expenses and real estate taxes and access to one parking space. The license expires on May 31, 2015, unless terminated earlier in accordance with the terms of the license. Mr. Zell, our Chairman, is the Chairman and Chief Executive Officer of Equity Group Investments, and Mr. Helfand, our President and Chief Executive Officer, is the Co-President of Equity Group Investments. | |
Additionally, effective June 1, 2014, we entered into a one-year lease with one 3-month renewal option with Two North Riverside Plaza Joint Venture Limited Partnership, an entity associated with Mr. Zell, our Chairman, to occupy office space on the fourteenth floor at Two North Riverside Plaza in Chicago, Illinois. The initial term of the lease expires on May 31, 2015. The lease payment is $0.2 million for the initial term. | |
Related/Corvex: On June 10, 2014, our Audit Committee and the New Board of Trustees recommended to shareholders the reimbursement of approximately $33.5 million of expenses incurred by Related/Corvex since February 2013 in connection with their consent solicitations to remove our Prior Trustees and elect the New Board of Trustees and to engage in related litigation, subject to the conditions that our shareholders approve the reimbursement of such expenses at our 2014 annual meeting of shareholders and that our Audit Committee receives a satisfactory report from an independent firm verifying the expenses for which reimbursement is sought. According to Related/Corvex’s Schedule 13D, as amended, Related/Corvex each owned approximately 2.8%, or approximately 5.7% in the aggregate, of our common shares as of July 11, 2014. All of our current trustees were nominated by Related/Corvex for election at our Special Meeting to fill the vacancies on our Board of Trustees created by the removal of our Prior Trustees as a result of Related/Corvex’s consent solicitation. In addition, Sam Zell and David Helfand, our Chairman and Chief Executive Officer, respectively, are associated with EGI-CW Holdings, L.L.C., which entered into certain arrangements with Related/Corvex in connection with the agreement of Messrs. Zell and Helfand to become nominees of Related/Corvex. Also, James Lozier, one of our new trustees, is party to an agreement with Related pursuant to which certain amounts have been paid or are payable to him for consulting and other services provided to Related. In addition, James Corl, one of our new trustees, is entitled to receive payments based on the performance of funds managed by Siguler Guff, which funds invest in an entity associated with Related. | |
Related Person Transactions Prior to the Special Meeting: | |
RMR: We have three primary agreements with RMR and its affiliates to provide management and administrative services to us: (i) a business management agreement, which relates to our business generally, (ii) a property management agreement, which relates to our property level operations, and (iii) an Australia business and property management agreement, which relates to our Australian properties. | |
One of our former Managing Trustees, Mr. Barry Portnoy, is Chairman, majority owner and an employee of RMR. Our other former Managing Trustee and our former President, Mr. Adam Portnoy, is the son of Mr. Barry Portnoy, and an owner, President, Chief Executive Officer and a director of RMR. Mr. John Popeo, our former Treasurer and Chief Financial Officer, and Mr. David Lepore, our former Chief Operating Officer, are also officers of RMR. Two of our former Independent Trustees serve as independent directors or independent trustees of other public companies to which RMR provides management services. Mr. Barry Portnoy serves as a managing director or managing trustee of a majority of the public companies to which RMR or its affiliate provides management services and Mr. Adam Portnoy serves as a managing trustee of a majority of those companies. In addition, officers of RMR serve as officers of those companies. As a result of the removal, effective March 25, 2014, of Mr. Barry Portnoy and Mr. Adam Portnoy as Trustees of the Company and the resignation on May 23, 2014, of Mr. Adam D. Portnoy, Mr. John C. Popeo, Mr. David M. Lepore and other officers of RMR from their respective positions as officers of the Company, they, RMR, RMR Australia Asset Management Pty Limited, or RMR Australia, GOV, SIR and AIC have ceased to be related persons of the Company. | |
Pursuant to our business management agreement with RMR, we recognized business management fees of $16.3 million and $12.1 million for the three months ended June 30, 2014 and 2013, respectively, and $31.7 million and $24.0 million for the six months ended June 30, 2014 and 2013, respectively. The fees for the three and six months ended June 30, 2014, include estimated 2014 incentive fees payable in common shares based on our common share total return. These amounts are included in general and administrative expenses and income from discontinued operations, as appropriate, in our condensed consolidated financial statements. In accordance with the terms of our business management agreement, as amended in December 2013, we issued 68,206 of our common shares to RMR for the six months ended June 30, 2014 as payment for 10% of the base business management fee we recognized for such period. In connection with our property management agreement with RMR, the aggregate property management and construction supervision fees we recognized were $6.8 million and $8.6 million for the three months ended June 30, 2014 and 2013, respectively, and $13.8 million and $17.0 million for the six months ended June 30, 2014 and 2013, respectively. These amounts are included in operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. The business management fees, property management fees and construction supervision fees that we incurred during the three and six months ended June 30, 2013 include fees incurred by SIR, as SIR was a consolidated subsidiary of ours during those periods. | |
MacarthurCook Fund Management Limited, or MacarthurCook, previously provided us with business and property management services related to our Australian properties. Our contract with MacarthurCook terminated on January 31, 2013, and on that date we entered into a business and property management agreement, or the Australia Management Agreement, with RMR Australia for the benefit of CWH Australia Trust (formerly the MacarthurCook Industrial Property Fund), a subsidiary of ours. The terms of the Australia Management Agreement are substantially similar to the terms of the management agreement we had with MacarthurCook. RMR Australia is owned by our former Managing Trustees and our former President and it has been granted an Australian financial services license by the Australian Securities & Investments Commission. Similar to our prior arrangement with respect to fees we paid to MacarthurCook, RMR has agreed to waive half of the fees payable by us under our property management agreement with RMR and half of the business management fees otherwise payable by us under our business management agreement with RMR related to real estate investments that are subject to the Australia Management Agreement for so long as the Australia Management Agreement is in effect and we or any of our subsidiaries are paying the fees under that agreement. Pursuant to the Australia Management Agreement, we recognized aggregate business and property management fees of $0.4 million for the three months ended June 30, 2014, and $0.9 million for the six months ended June 30, 2014, which amounts are equal to the fees waived by RMR and excluded from the amount that was payable to RMR during the three months ended June 30, 2014 and the six months ended June 30, 2014, respectively. Pursuant to the Australia Management Agreement, we recognized aggregate business and property management fees of $0.4 million and $0.8 million for the three months ended June 30, 2013 and for the period from February 1, 2013 to June 30, 2013, respectively, which amounts are equal to the fees waived by RMR and excluded from the amounts that were payable to RMR during such period. | |
For January 2013, RMR agreed to waive half of the fees payable by us under our property management agreement and half of the business management fees related to real estate investments located outside of the United States, Puerto Rico and Canada, so long as our business and property management agreement with MacarthurCook with respect to those investments was in effect and we or any of our subsidiaries were paying fees under that agreement. MacarthurCook earned $0.2 million in January 2013 with respect to our Australian properties, which amount is equal to the fees waived by RMR and excluded from the amount that was payable to RMR during that month. | |
The removal of our Prior Trustees constituted a “change of control” under our property management agreement with RMR, triggering a termination right for RMR. In addition, either we or RMR may terminate our business management agreement with RMR upon 60 days’ prior written notice for any reason. | |
GOV: GOV was formerly our 100% owned subsidiary. In 2009, GOV completed an initial public offering pursuant to which GOV ceased to be a majority owned subsidiary of ours. To facilitate this offering, we and GOV entered into a transaction agreement that governs our separation from and relationship with GOV. Pursuant to this transaction agreement and subject to certain conditions, among other things, we granted GOV the right of first purchase to acquire any property owned by us that we determine to divest (including sale, mortgage or other financing), if the property is then, or is reasonably expected within twelve (12) months to be, majority leased to a government tenant, which right of first purchase will also apply in the event of an indirect sale of any such properties as a result of a change of control of us. On July 23, 2014, we and GOV entered into a letter agreement whereby GOV irrevocably waived and released us from the right of first purchase described above. Additionally, pursuant to the letter agreement we and GOV each agreed to waive certain consent rights over the other party’s investments in certain categories of properties. | |
RMR provides management services to both us and GOV, our former Managing Trustees and our former President are managing trustees of GOV and GOV’s executive officers are officers of RMR. On March 15, 2013, we sold all of our 9,950,000 common shares of GOV in a public offering for net proceeds (after deducting underwriters’ discounts and commissions and expenses) of $239.6 million and we realized a gain of $66.3 million. In connection with this public offering, on March 11, 2013, we entered into a registration agreement with GOV under which we agreed to pay all expenses incurred by GOV relating to the registration and sale of our GOV common shares. We incurred and paid $0.3 million of reimbursements to GOV pursuant to this agreement during 2013. In addition, under the registration agreement, GOV agreed to indemnify us and our officers, Trustees and controlling persons, and we agreed to indemnify GOV and its officers, trustees and controlling persons, against certain liabilities related to the public offering, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. | |
SIR: SIR was formerly our 100% owned subsidiary. In March 2012, SIR completed an initial public offering, or the SIR IPO. Until July 9, 2014, we were SIR’s largest shareholder and, until July 2, 2013, SIR was one of our consolidated subsidiaries. As of June 30, 2014, we owned 22,000,000 common shares of SIR, which represented approximately 36.7% of SIR’s outstanding common shares. RMR provides management services to both us and SIR. Our former Managing Trustees and our former President are managing trustees of SIR and our former Treasurer and Chief Financial Officer serves as the treasurer and chief financial officer of SIR and SIR’s executive officers are officers of RMR. In addition, one of our former Independent Trustees is an independent trustee of SIR. In March 2013, we entered into a registration agreement with SIR, pursuant to which SIR agreed to, among other things, file a registration statement with respect to an offering of up to all of the 22,000,000 common shares of SIR that we owned, and SIR filed a registration statement on Form S-3 to permit the resale by us of some or all of the common shares of SIR we owned. Under the registration agreement, we agreed to pay all expenses incurred by SIR relating to the registration and sale of the shares in an offering. We incurred and paid $0.6 million of reimbursements to SIR pursuant to this agreement. By letter dated March 31, 2014, SIR notified us that, effective that same day, SIR had elected to terminate the registration agreement with us as a result of the removal of all the Prior Trustees effective March 25, 2014, which constitutes a change of control of us as provided in that agreement. The letter also noted that SIR would welcome the opportunity to meet with our New Board of Trustees to discuss mutually beneficial arrangements regarding the registration of the shares of SIR owned by EQC. On July 9, 2014, we sold our entire stake of 22,000,000 common shares of SIR, for $32.04 per share, raising aggregate gross proceeds of $704.8 million. As a result of this sale, we no longer hold any interest in SIR. | |
AIC: We previously owned 12.5% of AIC, an Indiana insurance company, and, as of May 9, 2014, had invested $5.2 million in AIC since we became an equity owner of AIC in 2009. RMR, GOV, SIR and four other companies to which RMR provides management services also own shares of AIC. RMR provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC and a majority of the Prior Trustees, our former President and most of the trustees and directors of the other AIC shareholders serve on the board of directors of AIC. On March 25, 2014, as a result of the removal of the Prior Trustees, we underwent a change in control, as defined in the shareholders’ agreement among us, the other shareholders of AIC and AIC. As a result of that change in control and in accordance with the terms of the shareholders agreement, the other shareholders of AIC, on May 9, 2014, exercised their right to purchase the 20,000 shares of AIC we then owned. We received $5.8 million in aggregate proceeds from this sale and we no longer own any interest in AIC. | |
We previously purchased property insurance providing $500.0 million of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC was a reinsurer of certain coverage amounts. This program expired in June 2014. We recognized income of $0.04 million and $0.2 million related to our investment in AIC for the three months ended June 30, 2014 and 2013, respectively, and a loss of $0.1 million and income of $0.3 million for the six months ended June 30, 2014 and 2013, respectively. For the three and six months ended June 30, 2013, during which time SIR was both a shareholder of AIC and our consolidated subsidiary, our consolidated financial statements include SIR’s equity investment interest in AIC. | |
Indemnification: Pursuant to our declaration of trust and separate indemnification agreements, we have advanced amounts incurred for legal fees and costs on behalf of certain of the Prior Trustees and officers with respect to the legal proceedings described in Part II, Item 1, “Legal Proceedings” in this Quarterly Report on Form 10-Q. Pursuant to indemnification provisions in our business and property management agreements with RMR, we have also incurred legal fees and costs on behalf of RMR for claims brought against RMR in its capacity as our business and property manager with respect to certain legal proceedings described in Part II, Item 1, “Legal Proceedings” in this Quarterly Report on Form 10-Q. For the three months ended June 30, 2014 and 2013, we incurred approximately $1.5 million and $7.0 million, respectively, in such legal fees and costs, including our costs, and for the six months ended June 30, 2014 and 2013, we incurred approximately $5.4 million and $10.1 million, respectively, in such legal fees and costs, including our costs. | |
Settlement of Certain Tenant Litigation: On March 1, 2014, pursuant to mediation, we and an affiliate of RMR agreed to terms of a settlement of a long running litigation with an unrelated third party that was a tenant, or the Tenant, of two separate properties: one property owned by us and one property owned by the RMR affiliate. This litigation arose as a result of flooding in 1999 and 2001 at both of these properties. After the flooding, the Tenant filed a complaint seeking declaratory and injunctive relief providing that Tenant was no longer obligated to pay rent at the two properties in question and brought claims against EQC and the RMR affiliate, as landlords, for, among other things, breach of the covenants of quiet enjoyment and habitability. We and RMR counterclaimed, seeking damages based in part upon Tenant’s failure to pay rent and make repairs. The settlement agreement regarding this litigation provides for a payment by Tenant of $12.0 million to EQC and the RMR affiliate, payable in three installments ($6.0 million on June 30, 2014 and $3.0 million on each of September 30, 2014 and December 31, 2014), split pro-rata between EQC and the RMR affiliate based upon the balance of the rent due under each lease. The total rent due under the EQC lease was approximately $9.2 million; the total rent due under the lease with the RMR affiliate was approximately $1.1 million. This settlement was approved by the court on May 6, 2014. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note 16. Subsequent Events | |
On July 9, 2014, EQC sold its entire stake of 22,000,000 common shares of SIR, a publicly traded REIT. EQC received approximately $704.8 million in cash, representing $32.04 per share. As a result of this sale, EQC no longer holds any interest in SIR. Following the sale, EQC subsequently prepaid the $235.0 million outstanding balance on its revolving credit facility and prepaid at par the $265.0 million non-recourse mortgage loan on two buildings in Chicago, IL. | |
On July 25, 2014, our Board of Trustees declared a dividend of $0.8125 per series D preferred share to be paid on August 15, 2014 to shareholders of record on August 5, 2014. This dividend includes the accrued dividend of $0.40625 per share for the period from February 15, 2014 to May 14, 2014 and the accrued dividend of $0.40625 per share for the period from May 15, 2014 to August 14, 2014. On July 25, 2014, our Board of Trustees also declared a dividend of $0.90625 per series E preferred share to be paid on August 15, 2014 to shareholders of record on August 5, 2014. This dividend includes the accrued dividend of $0.453125 per share for the period from February 15, 2014 to May 14, 2014 and the accrued dividend of $0.453125 per share for the period from May 15, 2014 to August 14, 2014. The aggregate amounts of $0.8125 and $0.90625 that will be paid to the holders of series D preferred shares and series E preferred shares, respectively, represent the full amounts of accrued and unpaid dividends under the series D preferred shares and the series E preferred shares, respectively. | |
On July 31, 2014 at the reconvened session of our 2014 annual meeting of shareholders, our shareholders voted to approve the reimbursement to Related/Corvex of approximately $33.5 million of expenses they incurred in connection with their consent solicitations to remove our Prior Trustees and elect a new slate of nominees to serve on our Board of Trustees and for related litigation. Approximately $16.7 million became payable upon the approval of shareholders on July 31, 2014. Approximately $8.35 million will be reimbursed only if the average closing price of our common shares is at least $26.00 (as adjusted for any share splits or share dividends) during the one year period after the date on which the reimbursement is approved by shareholders, and the remaining approximately $8.35 million will be reimbursed only if the average closing price of our common shares is at least $26.00 (as adjusted for any share splits or share dividends) during the one year period between the first and second anniversaries of the date on which the reimbursement is approved by shareholders. |
Real_Estate_Properties_Tables
Real Estate Properties (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Real Estate Properties | ' | |||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | |||||||||||||
Summarized balance sheet information for all properties classified as held for sale and income statement information for all properties sold is as follows (in thousands): | ||||||||||||||
Balance Sheet: | ||||||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Real estate properties | $ | 536,552 | ||||||||||||
Acquired real estate leases | 6,937 | |||||||||||||
Rents receivable | 14,180 | |||||||||||||
Other assets, net | 15,862 | |||||||||||||
Properties held for sale | $ | 573,531 | ||||||||||||
Mortgage notes payable | $ | 20,018 | ||||||||||||
Assumed real estate lease obligations | 2,070 | |||||||||||||
Rent collected in advance | 4,043 | |||||||||||||
Security deposits | 2,603 | |||||||||||||
Liabilities related to properties held for sale | $ | 28,734 | ||||||||||||
Income Statements: | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income | $ | 6,962 | $ | 15,122 | $ | 14,236 | $ | 30,634 | ||||||
Tenant reimbursements and other income | 801 | 2,081 | 1,323 | 3,812 | ||||||||||
Total revenues | 7,763 | 17,203 | 15,559 | 34,446 | ||||||||||
Operating expenses | 3,375 | 10,028 | 6,854 | 21,592 | ||||||||||
Depreciation and amortization | — | 3,930 | — | 7,883 | ||||||||||
General and administrative | — | 1,169 | 3 | 2,456 | ||||||||||
Total expenses | 3,375 | 15,127 | 6,857 | 31,931 | ||||||||||
Operating income | 4,388 | 2,076 | 8,702 | 2,515 | ||||||||||
Interest and other income | — | 9 | — | 12 | ||||||||||
Interest expense | (274 | ) | (442 | ) | (577 | ) | (890 | ) | ||||||
Income from discontinued operations | $ | 4,114 | $ | 1,643 | $ | 8,125 | $ | 1,637 |
Investment_in_Direct_Financing1
Investment in Direct Financing Lease (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Investment in Direct Financing Lease | ' | |||||||
Summary of carrying amount of net investment in direct financing lease | ' | |||||||
The following table summarizes the carrying amount of our net investment in this direct financing lease (in thousands): | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Total minimum lease payments receivable | $ | 18,937 | $ | 22,986 | ||||
Estimated unguaranteed residual value of leased asset | 4,951 | 4,951 | ||||||
Unearned income | (7,737 | ) | (8,174 | ) | ||||
Net investment in direct financing lease | $ | 16,151 | $ | 19,763 |
Equity_Investments_Tables
Equity Investments (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Equity Investments | ' | |||||||||||||||||||||||
Schedule of equity investments | ' | |||||||||||||||||||||||
At June 30, 2014 and December 31, 2013, we had the following equity investments in Select Income REIT, or SIR, Government Properties Income Trust, or GOV, and Affiliates Insurance Company, or AIC (dollars in thousands): | ||||||||||||||||||||||||
Ownership Percentage | Equity Investments | Equity in Earnings (Loss) | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | December 31, | June 30, | December 31, | June 30, | June 30, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||
SIR | 36.7 | % | 44.2 | % | $ | 531,862 | $ | 512,078 | $ | 12,412 | $ | — | $ | 23,444 | $ | — | ||||||||
GOV | 0 | % | 0 | % | — | — | — | — | — | 4,111 | ||||||||||||||
AIC | 0 | % | 12.5 | % | — | 5,913 | 42 | 159 | (56 | ) | 310 | |||||||||||||
$ | 531,862 | $ | 517,991 | $ | 12,454 | $ | 159 | $ | 23,388 | $ | 4,421 | |||||||||||||
SIR | ' | |||||||||||||||||||||||
Equity Investments | ' | |||||||||||||||||||||||
Summary of balance sheet information of equity method investee | ' | |||||||||||||||||||||||
Amounts are in thousands, except per share data. | ||||||||||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Real estate properties, net | $ | 1,773,316 | $ | 1,579,234 | ||||||||||||||||||||
Acquired real estate leases, net | 125,571 | 129,426 | ||||||||||||||||||||||
Cash and cash equivalents | 20,804 | 20,025 | ||||||||||||||||||||||
Rents receivable, net | 59,557 | 55,335 | ||||||||||||||||||||||
Other assets, net | 17,643 | 17,839 | ||||||||||||||||||||||
Total assets | $ | 1,996,891 | $ | 1,801,859 | ||||||||||||||||||||
Revolving credit facility | $ | 74,000 | $ | 159,000 | ||||||||||||||||||||
Term loan | 350,000 | 350,000 | ||||||||||||||||||||||
Mortgage notes payable | 19,103 | 27,147 | ||||||||||||||||||||||
Assumed real estate lease obligations, net | 27,020 | 26,966 | ||||||||||||||||||||||
Other liabilities | 40,465 | 40,055 | ||||||||||||||||||||||
Shareholders’ equity | 1,486,303 | 1,198,691 | ||||||||||||||||||||||
Total liabilities and shareholders’ equity | $ | 1,996,891 | $ | 1,801,859 | ||||||||||||||||||||
Summary of income statement information of equity method investee | ' | |||||||||||||||||||||||
Amounts are in thousands, except per share data. | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Rental income | $ | 48,465 | $ | 38,706 | $ | 93,528 | $ | 76,164 | ||||||||||||||||
Tenant reimbursements and other income | 8,092 | 7,240 | 16,057 | 13,642 | ||||||||||||||||||||
Total revenues | 56,557 | 45,946 | 109,585 | 89,806 | ||||||||||||||||||||
Operating expenses | 9,985 | 9,011 | 19,964 | 16,885 | ||||||||||||||||||||
Depreciation and amortization | 10,495 | 7,295 | 19,789 | 13,960 | ||||||||||||||||||||
Acquisition related costs | 136 | 156 | 374 | 689 | ||||||||||||||||||||
General and administrative | 2,198 | 2,957 | 7,374 | 5,676 | ||||||||||||||||||||
Total expenses | 22,814 | 19,419 | 47,501 | 37,210 | ||||||||||||||||||||
Operating income | 33,743 | 26,527 | 62,084 | 52,596 | ||||||||||||||||||||
Interest expense | (3,634 | ) | (3,779 | ) | (6,992 | ) | (7,252 | ) | ||||||||||||||||
Gain on early extinguishment of debt | — | — | 243 | — | ||||||||||||||||||||
Income before income tax expense and equity in earnings of an investee | 30,109 | 22,748 | 55,335 | 45,344 | ||||||||||||||||||||
Income tax expense | (19 | ) | (40 | ) | (90 | ) | (80 | ) | ||||||||||||||||
Equity in earnings of an investee | 118 | 79 | 21 | 155 | ||||||||||||||||||||
Net income | $ | 30,208 | $ | 22,787 | $ | 55,266 | $ | 45,419 | ||||||||||||||||
Weighted average common shares outstanding | 54,178 | 39,288 | 52,021 | 39,285 | ||||||||||||||||||||
Net income per common share | $ | 0.56 | $ | 0.58 | $ | 1.06 | $ | 1.16 |
Cumulative_Other_Comprehensive1
Cumulative Other Comprehensive Income (Loss) (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Cumulative Other Comprehensive Income (Loss) | ' | |||||||||||||
Schedule of amounts recognized in cumulative other comprehensive income (Loss) by component | ' | |||||||||||||
The following tables presents the amounts recognized in cumulative other comprehensive income (loss) by component for the three and six months ended June 30, 2014 (in thousands): | ||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||
Unrealized | Foreign | Equity in | ||||||||||||
Gain (Loss) | Currency | Unrealized | ||||||||||||
on Derivative | Translation | Gain (Loss) of | ||||||||||||
Instruments | Adjustments | an Investee | Total | |||||||||||
Balances as of March 31, 2014 | $ | (10,706 | ) | $ | (16,060 | ) | $ | 42 | $ | (26,724 | ) | |||
Other comprehensive income (loss) before reclassifications | (632 | ) | 4,961 | 15 | 4,344 | |||||||||
Amounts reclassified from cumulative other comprehensive income (loss) to net income | 1,259 | — | (84 | ) | 1,175 | |||||||||
Net current period other comprehensive income (loss) | 627 | 4,961 | (69 | ) | 5,519 | |||||||||
Balances as of June 30, 2014 | $ | (10,079 | ) | $ | (11,099 | ) | $ | (27 | ) | $ | (21,205 | ) | ||
Six Months Ended June 30, 2014 | ||||||||||||||
Unrealized | Foreign | Equity in | ||||||||||||
Gain (Loss) | Currency | Unrealized | ||||||||||||
on Derivative | Translation | Gain (Loss) of | ||||||||||||
Instruments | Adjustments | an Investee | Total | |||||||||||
Balances as of December 31, 2013 | $ | (11,706 | ) | $ | (26,647 | ) | $ | 22 | $ | (38,331 | ) | |||
Other comprehensive income (loss) before reclassifications | (861 | ) | 15,548 | 42 | 14,729 | |||||||||
Amounts reclassified from cumulative other comprehensive income (loss) to net income | 2,488 | — | (91 | ) | 2,397 | |||||||||
Net current period other comprehensive income (loss) | 1,627 | 15,548 | (49 | ) | 17,126 | |||||||||
Balances as of June 30, 2014 | $ | (10,079 | ) | $ | (11,099 | ) | $ | (27 | ) | $ | (21,205 | ) | ||
Schedule of reclassifications out of cumulative other comprehensive income (loss) | ' | |||||||||||||
The following tables presents reclassifications out of cumulative other comprehensive income (loss) for the three and six months ended June 30, 2014 (in thousands): | ||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||
Amounts Reclassified from | ||||||||||||||
Details about Cumulative Other | Cumulative Other Comprehensive | Affected Line Items in the | ||||||||||||
Comprehensive Income (Loss) Components | Income (Loss) to Net Income | Statement of Operations | ||||||||||||
Interest rate swap contracts | $ | 1,259 | Interest expense | |||||||||||
Unrealized gains and losses on available for sale securities | (7 | ) | Equity in earnings of investees | |||||||||||
Realized gains and losses on available for sale securities | (77 | ) | (Loss) gain on sale of equity investments | |||||||||||
$ | 1,175 | |||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||
Amounts Reclassified from | ||||||||||||||
Details about Cumulative Other | Cumulative Other Comprehensive | Affected Line Items in the | ||||||||||||
Comprehensive Income (Loss) Components | Income (Loss) to Net Income | Statement of Operations | ||||||||||||
Interest rate swap contracts | $ | 2,488 | Interest expense | |||||||||||
Unrealized gains and losses on available for sale securities | (14 | ) | Equity in earnings of investees | |||||||||||
Realized gains and losses on available for sale securities | (77 | ) | (Loss) gain on sale of equity investments | |||||||||||
$ | 2,397 |
Income_Taxes_Tables
Income Taxes (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Income Taxes | ' | |||||||||||||
Schedule of components of provision for income taxes | ' | |||||||||||||
Our provision for income taxes consists of the following (in thousands): | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
State | $ | 227 | $ | 162 | $ | 261 | $ | 325 | ||||||
Foreign | 681 | 592 | 1,202 | 1,417 | ||||||||||
Income tax provision | $ | 908 | $ | 754 | $ | 1,463 | $ | 1,742 |
Fair_Value_of_Assets_and_Liabi1
Fair Value of Assets and Liabilities (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value of Assets and Liabilities | ' | |||||||||||||
Schedule of assets and liabilities measured at fair value | ' | |||||||||||||
The table below presents certain of our assets and liabilities measured at fair value during 2014, categorized by the level of inputs used in the valuation of each asset and liability (dollars in thousands): | ||||||||||||||
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: | ||||||||||||||
Effective portion of interest rate swap contracts(1) | $ | (10,079 | ) | $ | — | $ | (10,079 | ) | $ | — | ||||
Non-Recurring Fair Value Measurements: | ||||||||||||||
Properties held and used(2) | $ | 19,589 | $ | — | $ | — | $ | 19,589 | ||||||
(1) The fair value of our interest rate swap contracts is determined using the net discounted cash flows of the expected cash flows of each derivative based on the market based interest rate curve (level 2 inputs) and adjusted for our credit spread and the actual and estimated credit spreads of the counterparties (level 3 inputs). Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and the counterparties. As of June 30, 2014, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified as level 2 inputs in the fair value hierarchy. | ||||||||||||||
(2) As discussed in Note 10, we made the decision to cease making loan servicing payments on one of our CBD properties in Jacksonville, Florida. As a result, as of June 30, 2014, we recorded a loss on asset impairment totaling $22.7 million to reduce the aggregate carrying value of this property from $42.3 million to its estimated fair value of $19.6 million. We used discounted cash flow analysis and third party broker information (level 3 inputs) in determining the fair value of this property. The valuation techniques and significant unobservable inputs used for our level 3 fair value measurements at June 30, 2014 were as follows: | ||||||||||||||
Description | Fair Value at | Primary | Unobservable Inputs | Range | ||||||||||
June 30, 2014 | Valuation | (Weighted | ||||||||||||
Techniques | Average) | |||||||||||||
Properties held and used on which we recognized impairment losses | $ | 19,589 | Discounted cash flows | Discount rate | 8% (N/A) | |||||||||
Exit capitalization rate | 8% (N/A) | |||||||||||||
Schedule of valuation techniques and significant unobservable inputs used for level 3 fair value measurements | ' | |||||||||||||
Description | Fair Value at | Primary | Unobservable Inputs | Range | ||||||||||
June 30, 2014 | Valuation | (Weighted | ||||||||||||
Techniques | Average) | |||||||||||||
Properties held and used on which we recognized impairment losses | $ | 19,589 | Discounted cash flows | Discount rate | 8% (N/A) | |||||||||
Exit capitalization rate | 8% (N/A) | |||||||||||||
Schedule of effects of interest rate derivatives on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) | ' | |||||||||||||
The table below presents the effects of our interest rate derivatives on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013 (in thousands): | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Balance at beginning of period | $ | (10,706 | ) | $ | (15,573 | ) | $ | (11,706 | ) | $ | (16,624 | ) | ||
Amount of income (loss) recognized in cumulative other comprehensive (loss) income | (632 | ) | 1,546 | (861 | ) | 1,361 | ||||||||
Amount of loss reclassified from cumulative other comprehensive (loss) income into interest expense | 1,259 | 1,236 | 2,488 | 2,472 | ||||||||||
Unrealized gain on derivative instruments | 627 | 2,782 | 1,627 | 3,833 | ||||||||||
Balance at end of period | $ | (10,079 | ) | $ | (12,791 | ) | $ | (10,079 | ) | $ | (12,791 | ) | ||
Fair value and carrying value of financial instruments | ' | |||||||||||||
At June 30, 2014 and December 31, 2013, the fair values of these additional financial instruments, excluding mortgage debt related to properties held for sale, were not materially different from their carrying values, except as follows (in thousands): | ||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Senior notes and mortgage notes payable | $ | 2,079,215 | $ | 2,207,239 | $ | 2,097,164 | $ | 2,143,834 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Segment Information | ' | |||||||||||||
Schedule of property level information by operating segment for properties classified as held and used in operations | ' | |||||||||||||
Property level information by operating segment for properties classified as held and used in operations as of June 30, 2014, and for the three and six months ended June 30, 2014 and 2013, is as follows (in thousands): | ||||||||||||||
As of June 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Square feet: | ||||||||||||||
CBD properties | 21,892 | 22,149 | ||||||||||||
Suburban properties | 21,028 | 46,114 | ||||||||||||
Total properties | 42,920 | 68,263 | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income: | ||||||||||||||
CBD properties | $ | 106,094 | $ | 109,600 | $ | 216,333 | $ | 221,771 | ||||||
Suburban properties | 66,313 | 100,413 | 128,114 | 199,542 | ||||||||||
Total properties | $ | 172,407 | $ | 210,013 | $ | 344,447 | $ | 421,313 | ||||||
Tenant reimbursements and other income: | ||||||||||||||
CBD properties | $ | 28,465 | $ | 30,847 | $ | 58,706 | $ | 61,955 | ||||||
Suburban properties | 14,322 | 21,328 | 29,301 | 41,532 | ||||||||||
Total properties | $ | 42,787 | $ | 52,175 | $ | 88,007 | $ | 103,487 | ||||||
NOI: | ||||||||||||||
CBD properties | $ | 71,996 | $ | 75,529 | $ | 145,166 | $ | 154,514 | ||||||
Suburban properties | 50,497 | 82,554 | 92,856 | 162,051 | ||||||||||
Total properties | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
Schedule of reconciliation of NOI to net income | ' | |||||||||||||
A reconciliation of NOI to net income for the three and six months ended June 30, 2014 and 2013, is as follows (in thousands): | ||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Rental income | $ | 172,407 | $ | 210,013 | $ | 344,447 | $ | 421,313 | ||||||
Tenant reimbursements and other income | 42,787 | 52,175 | 88,007 | 103,487 | ||||||||||
Operating expenses | (92,701 | ) | (104,105 | ) | (194,432 | ) | (208,235 | ) | ||||||
NOI | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
NOI | $ | 122,493 | $ | 158,083 | $ | 238,022 | $ | 316,565 | ||||||
Depreciation and amortization | (59,831 | ) | (63,459 | ) | (111,480 | ) | (126,029 | ) | ||||||
General and administrative | (24,097 | ) | (21,049 | ) | (48,945 | ) | (37,712 | ) | ||||||
Loss on asset impairment | (22,683 | ) | — | (17,922 | ) | — | ||||||||
Acquisition related costs | — | (145 | ) | (5 | ) | (773 | ) | |||||||
Operating income | 15,882 | 73,430 | 59,670 | 152,051 | ||||||||||
Interest and other income | 281 | 249 | 665 | 704 | ||||||||||
Interest expense | (37,899 | ) | (43,320 | ) | (75,834 | ) | (95,216 | ) | ||||||
Loss on early extinguishment of debt | — | — | — | (60,027 | ) | |||||||||
(Loss) gain on sale of equity investments | (33 | ) | — | (33 | ) | 66,293 | ||||||||
Gain on issuance of shares by an equity investee | 16,911 | — | 17,020 | — | ||||||||||
(Loss) income from continuing operations before income tax expense and equity in earnings of investees | (4,858 | ) | 30,359 | 1,488 | 63,805 | |||||||||
Income tax expense | (908 | ) | (754 | ) | (1,463 | ) | (1,742 | ) | ||||||
Equity in earnings of investees | 12,454 | 159 | 23,388 | 4,421 | ||||||||||
Income from continuing operations | 6,688 | 29,764 | 23,413 | 66,484 | ||||||||||
Income from discontinued operations | 4,114 | 1,643 | 8,125 | 1,637 | ||||||||||
Loss on asset impairment from discontinued operations | (2,072 | ) | (4,589 | ) | (2,360 | ) | (8,535 | ) | ||||||
Loss on early extinguishment of debt from discontinued operations | (3,345 | ) | — | (3,345 | ) | — | ||||||||
Net gain on sale of properties from discontinued operations | — | 2,099 | — | 3,359 | ||||||||||
Income before gain on sale of properties | 5,385 | 28,917 | 25,833 | 62,945 | ||||||||||
Gain on sale of properties | — | — | — | 1,596 | ||||||||||
Net income | $ | 5,385 | $ | 28,917 | $ | 25,833 | $ | 64,541 |
Board_of_Trustees_Details
Board of Trustees (Details) | 23-May-14 | Feb. 18, 2014 |
item | ||
Board of Trustees | ' | ' |
Minimum holders of outstanding common shares consented to the proposal, reaching the required threshold (as a percent) | ' | 66.67% |
Number of trustees | 7 | ' |
Real_Estate_Properties_Details
Real Estate Properties (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2014 | Mar. 31, 2014 | Jan. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
property | property | sqft | property | sqft | |||
sqft | sqft | ||||||
Real estate properties information | ' | ' | ' | ' | ' | ' | ' |
Real estate improvements | ' | ' | ' | ' | ' | $47,000,000 | ' |
Number of Real Estate Properties Held for Sale | ' | ' | ' | 0 | ' | 0 | ' |
Number of Properties Sold | ' | ' | 3 | ' | ' | ' | ' |
Number of buildings sold | ' | ' | 18 | ' | ' | ' | ' |
Impairment Loss | 2,400,000 | ' | ' | -2,072,000 | -4,589,000 | -2,360,000 | -8,535,000 |
Loss on early extinguishment of debt | 3,300,000 | ' | ' | -3,345,000 | ' | -3,345,000 | ' |
Property square feet | ' | ' | ' | 42,920,000 | 68,263,000 | 42,920,000 | 68,263,000 |
Reversal of loss on asset impairment | ' | 4,800,000 | ' | ' | ' | ' | ' |
CBD | ' | ' | ' | ' | ' | ' | ' |
Real estate properties information | ' | ' | ' | ' | ' | ' | ' |
Number of Properties Sold | 1 | ' | ' | ' | ' | ' | ' |
Number of buildings sold | 2 | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties Held for Use | ' | 2 | ' | ' | ' | ' | ' |
Number of Buildings Held for Use | ' | 2 | ' | ' | ' | ' | ' |
Suburban property | ' | ' | ' | ' | ' | ' | ' |
Real estate properties information | ' | ' | ' | ' | ' | ' | ' |
Number of Properties Sold | 13 | ' | ' | ' | ' | ' | ' |
Number of buildings sold | 41 | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties Held for Use | ' | 29 | ' | ' | ' | ' | ' |
Number of Buildings Held for Use | ' | 65 | ' | ' | ' | ' | ' |
CBD and suburban properties | ' | ' | ' | ' | ' | ' | ' |
Real estate properties information | ' | ' | ' | ' | ' | ' | ' |
Property square feet, sold | 2,784,098 | ' | ' | ' | ' | ' | ' |
Aggregate sale price of properties sold, excluding closing costs | $215,900,000 | ' | ' | ' | ' | ' | ' |
Property square feet | ' | 5,641,450 | ' | ' | ' | ' | ' |
Real_Estate_Properties_Details1
Real Estate Properties (Details 2) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet: | ' | ' |
Real estate properties | $5,894,919 | $5,537,165 |
Acquired real estate leases | 227,197 | 255,812 |
Rents receivable | 238,033 | 223,769 |
Other assets, net | 206,204 | 188,675 |
Properties held for sale | ' | 573,531 |
Mortgage notes payable | 895,231 | 914,510 |
Assumed real estate lease obligations | 31,354 | 33,935 |
Rent collected in advance | 29,266 | 27,553 |
Security deposits | 13,852 | 11,976 |
Liabilities related to properties held for sale | ' | 28,734 |
Real estate properties held for sale | ' | ' |
Balance Sheet: | ' | ' |
Real estate properties | ' | 536,552 |
Acquired real estate leases | ' | 6,937 |
Rents receivable | ' | 14,180 |
Other assets, net | ' | 15,862 |
Properties held for sale | ' | 573,531 |
Mortgage notes payable | ' | 20,018 |
Assumed real estate lease obligations | ' | 2,070 |
Rent collected in advance | ' | 4,043 |
Security deposits | ' | 2,603 |
Liabilities related to properties held for sale | ' | $28,734 |
Real_Estate_Properties_Details2
Real Estate Properties (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statements of Operations: | ' | ' | ' | ' |
Rental income | $172,407 | $210,013 | $344,447 | $421,313 |
Tenant reimbursements and other income | 42,787 | 52,175 | 88,007 | 103,487 |
Total revenues | 215,194 | 262,188 | 432,454 | 524,800 |
Operating expenses | 92,701 | 104,105 | 194,432 | 208,235 |
Depreciation and amortization | 59,831 | 63,459 | 111,480 | 126,029 |
General and administrative | 24,097 | 21,049 | 48,945 | 37,712 |
Total expenses | 199,312 | 188,758 | 372,784 | 372,749 |
Operating income | 15,882 | 73,430 | 59,670 | 152,051 |
Interest and other income | 281 | 249 | 665 | 704 |
Interest expense | -37,899 | -43,320 | -75,834 | -95,216 |
Income from discontinued operations | 4,114 | 1,643 | 8,125 | 1,637 |
Discontinued operations, properties sold | ' | ' | ' | ' |
Statements of Operations: | ' | ' | ' | ' |
Rental income | 6,962 | 15,122 | 14,236 | 30,634 |
Tenant reimbursements and other income | 801 | 2,081 | 1,323 | 3,812 |
Total revenues | 7,763 | 17,203 | 15,559 | 34,446 |
Operating expenses | 3,375 | 10,028 | 6,854 | 21,592 |
Depreciation and amortization | ' | 3,930 | ' | 7,883 |
General and administrative | ' | 1,169 | 3 | 2,456 |
Total expenses | 3,375 | 15,127 | 6,857 | 31,931 |
Operating income | 4,388 | 2,076 | 8,702 | 2,515 |
Interest and other income | ' | 9 | ' | 12 |
Interest expense | -274 | -442 | -577 | -890 |
Income from discontinued operations | $4,114 | $1,643 | $8,125 | $1,637 |
Investment_in_Direct_Financing2
Investment in Direct Financing Lease (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment in Direct Financing Lease | ' | ' |
Percentage of term exceeding useful life of one office tower | 75.00% | ' |
Total minimum lease payments receivable | $18,937 | $22,986 |
Estimated unguaranteed residual value of leased asset | 4,951 | 4,951 |
Unearned income | -7,737 | -8,174 |
Net investment in direct financing lease | 16,151 | 19,763 |
Allowance for losses related to our direct financing lease | $0 | $0 |
Equity_Investments_Details
Equity Investments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jul. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 02, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
SIR | SIR | SIR | SIR | SIR | GOV | GOV | GOV | AIC | AIC | AIC | AIC | AIC | ||||||
Maximum | ||||||||||||||||||
Equity Investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity method investments, ownership percentage | ' | ' | ' | ' | ' | ' | 36.70% | 36.70% | 44.20% | 50.00% | ' | 0.00% | 0.00% | 0.00% | ' | 0.00% | ' | 12.50% |
Equity Investments | $531,862,000 | ' | $531,862,000 | ' | $517,991,000 | ' | $531,900,000 | $531,900,000 | $512,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | $5,913,000 |
Equity in Earnings (Loss) | 12,454,000 | 159,000 | 23,388,000 | 4,421,000 | ' | ' | 12,412,000 | 23,444,000 | ' | ' | 4,111,000 | ' | ' | 42,000 | 159,000 | -56,000 | 310,000 | ' |
Equity investments, common shares owned | ' | ' | ' | ' | ' | ' | 22,000,000 | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments, market value based on quoted market prices | ' | ' | ' | ' | ' | ' | 652,100,000 | 652,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments, quoted market price of common share (in dollars per share) | ' | ' | ' | ' | ' | ' | $29.64 | $29.64 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market value of common shares exceeding carrying value | ' | ' | ' | ' | ' | 17,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of the difference between carrying value and share of underlying equity | ' | ' | ' | ' | ' | '34 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued in a public offering | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | $29 | $29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from offering after deducting underwriting discount and other estimated offering expenses payable | ' | ' | ' | 626,809,000 | ' | ' | 277,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain recognized on sale of equity investment | 16,911,000 | ' | 17,020,000 | ' | ' | ' | 16,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash distributions | ' | ' | ' | ' | ' | ' | ' | $20,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Investments_Details_2
Equity Investments (Details 2) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Balance Sheets: | ' | ' | ' | ' |
Real estate properties, net | $4,938,862 | $4,642,106 | ' | ' |
Acquired real estate leases, net | 227,197 | 255,812 | ' | ' |
Cash and cash equivalents | 428,373 | 222,449 | 77,520 | 102,219 |
Rents receivable, net | 238,033 | 223,769 | ' | ' |
Other assets, net | 206,204 | 188,675 | ' | ' |
Total assets | 6,593,360 | 6,646,434 | ' | ' |
Revolving credit facility | 235,000 | 235,000 | ' | ' |
Mortgage notes payable | 895,231 | 914,510 | ' | ' |
Assumed real estate lease obligations, net | 31,354 | 33,935 | ' | ' |
Other liabilities | 138,412 | 165,855 | ' | ' |
Total liabilities and shareholders' equity | 6,593,360 | 6,646,434 | ' | ' |
SIR | ' | ' | ' | ' |
Balance Sheets: | ' | ' | ' | ' |
Real estate properties, net | 1,773,316 | 1,579,234 | ' | ' |
Acquired real estate leases, net | 125,571 | 129,426 | ' | ' |
Cash and cash equivalents | 20,804 | 20,025 | ' | ' |
Rents receivable, net | 59,557 | 55,335 | ' | ' |
Other assets, net | 17,643 | 17,839 | ' | ' |
Total assets | 1,996,891 | 1,801,859 | ' | ' |
Revolving credit facility | 74,000 | 159,000 | ' | ' |
Term loan | 350,000 | 350,000 | ' | ' |
Mortgage notes payable | 19,103 | 27,147 | ' | ' |
Assumed real estate lease obligations, net | 27,020 | 26,966 | ' | ' |
Other liabilities | 40,465 | 40,055 | ' | ' |
Shareholders' equity | 1,486,303 | 1,198,691 | ' | ' |
Total liabilities and shareholders' equity | $1,996,891 | $1,801,859 | ' | ' |
Equity_Investments_Details_3
Equity Investments (Details 3) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 15, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 09, 2014 | 9-May-14 | |
GOV | SIR | SIR | SIR | SIR | SIR | AIC | |||||
Subsequent Event | item | ||||||||||
Income Statements: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental income | $172,407,000 | $210,013,000 | $344,447,000 | $421,313,000 | ' | $48,465,000 | $38,706,000 | $93,528,000 | $76,164,000 | ' | ' |
Tenant reimbursements and other income | 42,787,000 | 52,175,000 | 88,007,000 | 103,487,000 | ' | 8,092,000 | 7,240,000 | 16,057,000 | 13,642,000 | ' | ' |
Total revenues | 215,194,000 | 262,188,000 | 432,454,000 | 524,800,000 | ' | 56,557,000 | 45,946,000 | 109,585,000 | 89,806,000 | ' | ' |
Operating expenses | 92,701,000 | 104,105,000 | 194,432,000 | 208,235,000 | ' | 9,985,000 | 9,011,000 | 19,964,000 | 16,885,000 | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | 10,495,000 | 7,295,000 | 19,789,000 | 13,960,000 | ' | ' |
Acquisition related costs | ' | ' | ' | ' | ' | 136,000 | 156,000 | 374,000 | 689,000 | ' | ' |
General and administrative | 24,097,000 | 21,049,000 | 48,945,000 | 37,712,000 | ' | 2,198,000 | 2,957,000 | 7,374,000 | 5,676,000 | ' | ' |
Total expenses | 199,312,000 | 188,758,000 | 372,784,000 | 372,749,000 | ' | 22,814,000 | 19,419,000 | 47,501,000 | 37,210,000 | ' | ' |
Operating income | 15,882,000 | 73,430,000 | 59,670,000 | 152,051,000 | ' | 33,743,000 | 26,527,000 | 62,084,000 | 52,596,000 | ' | ' |
Interest expense | -37,899,000 | -43,320,000 | -75,834,000 | -95,216,000 | ' | -3,634,000 | -3,779,000 | -6,992,000 | -7,252,000 | ' | ' |
Gain on early extinguishment of debt | ' | ' | ' | -60,027,000 | ' | ' | ' | 243,000 | ' | ' | ' |
(Loss) income from continuing operations before income tax expense and equity in earnings of investees | -4,858,000 | 30,359,000 | 1,488,000 | 63,805,000 | ' | 30,109,000 | 22,748,000 | 55,335,000 | 45,344,000 | ' | ' |
Income tax expense | -908,000 | -754,000 | -1,463,000 | -1,742,000 | ' | -19,000 | -40,000 | -90,000 | -80,000 | ' | ' |
Equity in earnings of an investee | 12,454,000 | 159,000 | 23,388,000 | 4,421,000 | ' | 118,000 | 79,000 | 21,000 | 155,000 | ' | ' |
Net income | 5,385,000 | 28,917,000 | 25,833,000 | 64,541,000 | ' | 30,208,000 | 22,787,000 | 55,266,000 | 45,419,000 | ' | ' |
Weighted average common shares outstanding | ' | ' | ' | ' | ' | 54,178,000 | 39,288,000 | 52,021,000 | 39,285,000 | ' | ' |
Net income per common share (in dollars per share) | ' | ' | ' | ' | ' | $0.56 | $0.58 | $1.06 | $1.16 | ' | ' |
Equity investments, per share price of common shares sold (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.04 | ' |
Amount invested in equity investee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 |
Number of other companies which are shareholders of related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Equity investments, common shares sold | ' | ' | ' | ' | 9,950,000 | ' | ' | ' | ' | 22,000,000 | 20,000 |
Equity investments, proceeds from sale | ' | ' | ' | ' | $239,600,000 | ' | ' | ' | ' | $704,800,000 | $5,800,000 |
Real_Estate_Mortgages_Receivab1
Real Estate Mortgages Receivable (Details) (USD $) | 1 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2013 | Apr. 30, 2012 | Jun. 30, 2014 | Dec. 31, 2013 |
property | ||||
Real Estate Mortgages Receivable | ' | ' | ' | ' |
Total real estate mortgage receivable included in other assets, carrying value | ' | ' | $8.10 | $8.10 |
Interest rate on real estate mortgage receivable (as a percent) | 6.00% | 6.00% | ' | ' |
Number of properties sold or agreed to be sold | 3 | ' | ' | ' |
Number of buildings sold | 18 | ' | ' | ' |
Mortgage financing related to sale of suburban property | $7.70 | $0.40 | ' | ' |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 06, 2014 | 8-May-14 | Apr. 07, 2014 | Mar. 07, 2014 | Feb. 07, 2014 | Jun. 30, 2014 | Jul. 09, 2014 | Jun. 30, 2014 | 14-May-14 | Feb. 15, 2014 | Jun. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Feb. 15, 2014 | Jun. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Feb. 21, 2014 | Jun. 30, 2014 | 14-May-14 | Jan. 28, 2014 | Mar. 25, 2014 | Jun. 30, 2014 |
RMR | RMR | RMR | RMR | RMR | RMR | RMR | Equity compensation plan | Series D | Series D | Series D | Series D | Series D | Series D | Series E | Series E | Series E | Series E | Series E | Common Shares | Common Shares | Common Shares | Common Shares | Common Shares | Series D Convertible Preferred Shares | |||||
Subsequent Event | Officers and employees | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Trustees | Equity compensation plan | ||||||||||||||||||||
RMR | Accrued dividend from February 15, 2014 to May 14, 2014 | Accrued dividend from May 15, 2014 to August 14, 2014 | Accrued dividend from February 15, 2014 to May 14, 2014 | Accrued dividend from May 15, 2014 to August 14, 2014 | trustee | Officers and employees | |||||||||||||||||||||||
RMR | |||||||||||||||||||||||||||||
Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued | ' | ' | ' | ' | 11,729 | 11,275 | 11,410 | 10,625 | 12,187 | 68,206 | 10,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of beneficial interest granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' |
Par value of shares of beneficial interest (in dollars per share) | ' | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Price per common share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $23.46 | ' | ' |
Number of former trustees to whom common shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Common shares issued to holders of preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,411,779 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares converted into common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,263,003 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,914 | ' |
Compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash distributions paid on preferred shares (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.41 | ' | ' | ' | ' | $0.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution paid or declared on preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.2 | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional distributions on common stock declared (in dollars per share) | $0.25 | $0.25 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' |
Distributions paid or declared on common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29.6 | ' | ' | ' | ' | ' |
Distributions in arrears | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | 7.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions in arrears (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.61 | ' | ' | ' | ' | $0.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend declared (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.81 | ' | ' | ' | ' | $0.91 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued dividend (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.41 | $0.41 | ' | ' | ' | $0.45 | $0.45 | ' | ' | ' | ' | ' | ' |
Distribution on conversion of preferred shares excess of the market value of the common shares issued above the carrying value of preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation preference (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of average closing market price of the entity's common stock based on which ratio for conversion of preferred shares into common shares is determined | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days considered for calculating the average of the closing sale prices of the common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares per $25.00 liquidation preference considered for calculating the Fundamental Change Conversion Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.0145 | ' | ' | ' | ' |
Common shares from conversion of preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,263,003 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,363,969 | 10,411,779 | ' | ' | 4,916,997 |
Cumulative_Other_Comprehensive2
Cumulative Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Amounts recognized in cumulative other comprehensive income (Loss) by component | ' | ' |
Balances at beginning of period | ($26,724) | ($38,331) |
Other comprehensive income (loss) before reclassifications | 4,344 | 14,729 |
Amounts reclassified from cumulative other comprehensive (loss) income to net income | 1,175 | 2,397 |
Net current period other comprehensive income (loss) | 5,519 | 17,126 |
Balances at end of period | -21,205 | -21,205 |
Unrealized Gain (Loss) on Derivative Instruments | ' | ' |
Amounts recognized in cumulative other comprehensive income (Loss) by component | ' | ' |
Balances at beginning of period | -10,706 | -11,706 |
Other comprehensive income (loss) before reclassifications | -632 | -861 |
Amounts reclassified from cumulative other comprehensive (loss) income to net income | 1,259 | 2,488 |
Net current period other comprehensive income (loss) | 627 | 1,627 |
Balances at end of period | -10,079 | -10,079 |
Foreign Currency Translation Adjustments | ' | ' |
Amounts recognized in cumulative other comprehensive income (Loss) by component | ' | ' |
Balances at beginning of period | -16,060 | -26,647 |
Other comprehensive income (loss) before reclassifications | 4,961 | 15,548 |
Net current period other comprehensive income (loss) | 4,961 | 15,548 |
Balances at end of period | -11,099 | -11,099 |
Equity in Unrealized Gain (Loss) of an Investee | ' | ' |
Amounts recognized in cumulative other comprehensive income (Loss) by component | ' | ' |
Balances at beginning of period | 42 | 22 |
Other comprehensive income (loss) before reclassifications | 15 | 42 |
Amounts reclassified from cumulative other comprehensive (loss) income to net income | -84 | -91 |
Net current period other comprehensive income (loss) | -69 | -49 |
Balances at end of period | ($27) | ($27) |
Cumulative_Other_Comprehensive3
Cumulative Other Comprehensive Income (Loss) (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Reclassifications out of cumulative other comprehensive income (Loss) | ' | ' | ' | ' |
Interest expenses | $37,899 | $43,320 | $75,834 | $95,216 |
Equity in earnings of investees | -12,454 | -159 | -23,388 | -4,421 |
Loss (gain) on sale of equity investments | 33 | ' | 33 | -66,293 |
Total reclassifications | -1,175 | ' | -2,397 | ' |
Cumulative Other Comprehensive Income (Loss) to Net Income | ' | ' | ' | ' |
Reclassifications out of cumulative other comprehensive income (Loss) | ' | ' | ' | ' |
Total reclassifications | 1,175 | ' | 2,397 | ' |
Unrealized gains and losses on available for sale securities | ' | ' | ' | ' |
Reclassifications out of cumulative other comprehensive income (Loss) | ' | ' | ' | ' |
Total reclassifications | 84 | ' | 91 | ' |
Unrealized gains and losses on available for sale securities | Cumulative Other Comprehensive Income (Loss) to Net Income | ' | ' | ' | ' |
Reclassifications out of cumulative other comprehensive income (Loss) | ' | ' | ' | ' |
Equity in earnings of investees | -7 | ' | -14 | ' |
Loss (gain) on sale of equity investments | -77 | ' | -77 | ' |
Interest rate swap contracts | Cumulative Other Comprehensive Income (Loss) to Net Income | ' | ' | ' | ' |
Reclassifications out of cumulative other comprehensive income (Loss) | ' | ' | ' | ' |
Interest expenses | $1,259 | ' | $2,488 | ' |
Indebtedness_Details
Indebtedness (Details) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||
Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 09, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 27, 2014 | Jun. 30, 2014 | Jul. 09, 2014 | Jun. 30, 2014 | Mar. 11, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 06, 2014 | |
Unsecured revolving credit facility, due October 2015 | Unsecured revolving credit facility, due October 2015 | Unsecured revolving credit facility, due October 2015 | Unsecured term loan, due December 2016 | Unsecured term loan, due December 2016 | Mortgage notes maturing from 2015 through 2026 | Mortgage notes maturing from 2015 through 2026 | Mortgage notes maturing from 2015 through 2026 | Mortgage notes maturing from 2015 through 2026 | Mortgage Notes Payable, due 2014 at 4.95% | Mortgage Notes Payable, due 2023 at 6.14% | Mortgage Notes Payable, due 2015 at 5.78% | Unsecured revolving credit facility and unsecured term loan | ||||
Subsequent Event [Member] | property | Subsequent Event [Member] | One Enterprise Center in Jacksonville, Florida | |||||||||||||
property | ||||||||||||||||
Indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,000,000 | $11,200,000 | $8,500,000 | ' |
Interest rate stated percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.95% | 6.14% | 5.78% | ' |
Loss on early extinguishment of debt | 60,027,000 | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding indebtedness | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | 40,100,000 | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting power before amendment of the debt instrument with respect to the Company's shares that constitutes a change of control, if acquired by any person or group | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% |
Percentage of voting power with respect to the Company's shares that constitutes a change of control, if acquired by any person or group related to the debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% |
Variable rate basis | ' | ' | ' | 'LIBOR | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis points on variable rate (as a percent) | ' | ' | ' | 1.50% | ' | ' | 1.85% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility fee of lending commitments under our revolving credit facility (as a percent) | ' | ' | ' | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate payable (as a percent) | ' | ' | ' | 1.60% | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average interest rate (as a percent) | ' | ' | ' | 1.70% | 1.70% | ' | 2.00% | 2.10% | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | 235,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Long-term Lines of Credit | ' | ' | ' | ' | ' | 235,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Real Estate Properties Secured by Mortgage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' | ' |
Number of buildings secured by mortgage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | ' | ' | ' | ' | ' |
Cost of properties mortgaged | ' | 5,894,919,000 | 5,537,165,000 | ' | ' | ' | ' | ' | ' | 1,220,500,000 | ' | ' | ' | ' | ' | ' |
Mortgaged properties aggregate net book value | ' | 4,938,862,000 | 4,642,106,000 | ' | ' | ' | ' | ' | ' | 1,059,100,000 | ' | ' | ' | ' | ' | ' |
Mortgage notes payable, net | ' | 895,231,000 | 914,510,000 | ' | ' | ' | ' | ' | ' | 895,200,000 | ' | ' | ' | ' | ' | ' |
Payment of the non-recourse mortgage loan for Chicago,IL | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $265,000,000 | ' | ' | ' | ' | ' |
Number of building for which Payment of non-recourse mortgage loan made for Chicago,IL | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Provision for income taxes | ' | ' | ' | ' |
State | $227 | $162 | $261 | $325 |
Foreign | 681 | 592 | 1,202 | 1,417 |
Income tax provision | $908 | $754 | $1,463 | $1,742 |
Fair_Value_of_Assets_and_Liabi2
Fair Value of Assets and Liabilities (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Properties held and used | $4,938,862,000 | ' | $4,938,862,000 | ' | $4,642,106,000 |
Effects of interest rate derivatives on our consolidated statements of operations and consolidated statements of comprehensive income (loss) | ' | ' | ' | ' | ' |
Unrealized gain on derivative instruments | 627,000 | 2,782,000 | 1,627,000 | 3,833,000 | ' |
CBD Office | ' | ' | ' | ' | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Loss on asset impairment | ' | ' | 22,700,000 | ' | ' |
Interest Rate Swap | ' | ' | ' | ' | ' |
Recurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Interest rate swap agreements qualifying as cash flow hedges used for hedging mortgage note payable | 172,400,000 | ' | 172,400,000 | ' | ' |
Derivative, variable rate basis | ' | ' | 'LIBOR | ' | ' |
Interest Rate Swap | Cash Flow Hedges | ' | ' | ' | ' | ' |
Recurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Effective portion of interest rate swap contracts | -10,079,000 | -12,791,000 | -10,079,000 | -12,791,000 | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Increase (Decrease) in fair value of interest rate cash flow hedges | 600,000 | 2,800,000 | 1,600,000 | 3,800,000 | ' |
Effects of interest rate derivatives on our consolidated statements of operations and consolidated statements of comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at beginning of period | -10,706,000 | -15,573,000 | -11,706,000 | -16,624,000 | ' |
Amount of income (loss) recognized in cumulative other comprehensive (loss) income | -632,000 | 1,546,000 | -861,000 | 1,361,000 | ' |
Amount of loss reclassified from cumulative other comprehensive (loss) income into interest expense | 1,259,000 | 1,236,000 | 2,488,000 | 2,472,000 | ' |
Unrealized gain on derivative instruments | 627,000 | 2,782,000 | 1,627,000 | 3,833,000 | ' |
Balance at end of period | -10,079,000 | -12,791,000 | -10,079,000 | -12,791,000 | ' |
Reclassification from cumulative other comprehensive income (loss) into interest expense, over the next 12 months | 4,900,000 | ' | 4,900,000 | ' | ' |
Recurring | Total Fair value | ' | ' | ' | ' | ' |
Recurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Effective portion of interest rate swap contracts | -10,079,000 | ' | -10,079,000 | ' | ' |
Effects of interest rate derivatives on our consolidated statements of operations and consolidated statements of comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at end of period | -10,079,000 | ' | -10,079,000 | ' | ' |
Recurring | Fair Value at Reporting Date Using Significant Other Observable Inputs (Level 2) | ' | ' | ' | ' | ' |
Recurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Effective portion of interest rate swap contracts | -10,079,000 | ' | -10,079,000 | ' | ' |
Effects of interest rate derivatives on our consolidated statements of operations and consolidated statements of comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at end of period | -10,079,000 | ' | -10,079,000 | ' | ' |
Nonrecurring | Carrying Amount | CBD Office | ' | ' | ' | ' | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Properties held and used | 42,300,000 | ' | 42,300,000 | ' | ' |
Nonrecurring | Total Fair value | ' | ' | ' | ' | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Properties held and used | 19,589,000 | ' | 19,589,000 | ' | ' |
Nonrecurring | Total Fair value | CBD Office | ' | ' | ' | ' | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Properties held and used | 19,600,000 | ' | 19,600,000 | ' | ' |
Nonrecurring | Fair Value at Reporting Date Using Significant Unobservable Inputs (Level 3) | ' | ' | ' | ' | ' |
Nonrecurring Fair Value Measurements: | ' | ' | ' | ' | ' |
Properties held and used | $19,589,000 | ' | $19,589,000 | ' | ' |
Fair_Value_of_Assets_and_Liabi3
Fair Value of Assets and Liabilities (Details 2) (Properties held for sale for which we recognized impairment losses, Discounted cash flows, Level 3, USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Fair Value of Assets and Liabilities | ' |
Fair value of assets | 19,589 |
Minimum | ' |
Fair Value of Assets and Liabilities | ' |
Discount rate (as a percent) | 8.00% |
Exit capitalization rate (as a percent) | 8.00% |
Fair_Value_of_Assets_and_Liabi4
Fair Value of Assets and Liabilities (Details 3) (USD $) | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Total rents | Carrying Amount | Carrying Amount | Fair Value | Fair Value | |
Credit concentration | |||||
Fair value of financial instruments | ' | ' | ' | ' | ' |
Senior notes and mortgage notes payable | ' | $2,079,215 | $2,097,164 | $2,207,239 | $2,143,834 |
Concentration risk, percentage | 3.00% | ' | ' | ' | ' |
Earnings_Per_Common_Share_Deta
Earnings Per Common Share (Details) | Jun. 30, 2014 | 14-May-14 |
Common Stock | ' | ' |
Common shares from conversion of preferred shares | 2,363,969 | 10,411,779 |
Series D Convertible Preferred Shares | ' | ' |
Common shares from conversion of preferred shares | 4,916,997 | ' |
Series D | ' | ' |
Common shares from conversion of preferred shares | ' | 10,263,003 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
sqft | sqft | item | sqft | ||
sqft | |||||
Segment information | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 2 | ' | ' |
Square feet | 42,920,000 | 68,263,000 | 42,920,000 | 68,263,000 | ' |
Rental income | $172,407 | $210,013 | $344,447 | $421,313 | ' |
Tenant reimbursements and other income | 42,787 | 52,175 | 88,007 | 103,487 | ' |
NOI | 122,493 | 158,083 | 238,022 | 316,565 | ' |
Investment in properties, net of accumulated depreciation | 4,938,862 | ' | 4,938,862 | ' | 4,642,106 |
Minimum | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' |
Percentage of CBD and suburban properties that are office properties | ' | ' | 90.00% | ' | ' |
CBD Properties | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' |
Number of Real Estate Properties | 40 | ' | 40 | ' | ' |
Number of buildings | 53 | ' | 53 | ' | ' |
Square feet | 21,892,000 | 22,149,000 | 21,892,000 | 22,149,000 | ' |
Rental income | 106,094 | 109,600 | 216,333 | 221,771 | ' |
Tenant reimbursements and other income | 28,465 | 30,847 | 58,706 | 61,955 | ' |
NOI | 71,996 | 75,529 | 145,166 | 154,514 | ' |
Investment in properties, net of accumulated depreciation | 3,039,200 | ' | 3,039,200 | ' | ' |
CBD Properties | Australia | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' |
Investment in properties, net of accumulated depreciation | 148,900 | ' | 148,900 | ' | ' |
Suburban Properties | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' |
Number of Real Estate Properties | 116 | ' | 116 | ' | ' |
Number of buildings | 209 | ' | 209 | ' | ' |
Square feet | 21,028,000 | 46,114,000 | 21,028,000 | 46,114,000 | ' |
Rental income | 66,313 | 100,413 | 128,114 | 199,542 | ' |
Tenant reimbursements and other income | 14,322 | 21,328 | 29,301 | 41,532 | ' |
NOI | 50,497 | 82,554 | 92,856 | 162,051 | ' |
Investment in properties, net of accumulated depreciation | 1,899,700 | ' | 1,899,700 | ' | ' |
Suburban Properties | Australia | ' | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' | ' |
Investment in properties, net of accumulated depreciation | $94,600 | ' | $94,600 | ' | ' |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Information | ' | ' | ' | ' | ' |
Rental income | ' | $172,407 | $210,013 | $344,447 | $421,313 |
Tenant reimbursements and other income | ' | 42,787 | 52,175 | 88,007 | 103,487 |
Operating expenses | ' | -92,701 | -104,105 | -194,432 | -208,235 |
NOI | ' | 122,493 | 158,083 | 238,022 | 316,565 |
Reconciliation of NOI to net income | ' | ' | ' | ' | ' |
NOI | ' | 122,493 | 158,083 | 238,022 | 316,565 |
Depreciation and amortization | ' | -59,831 | -63,459 | -111,480 | -126,029 |
General and administrative | ' | -24,097 | -21,049 | -48,945 | -37,712 |
Loss on asset impairment | ' | -22,683 | ' | -17,922 | ' |
Acquisition related costs | ' | ' | -145 | -5 | -773 |
Operating income | ' | 15,882 | 73,430 | 59,670 | 152,051 |
Interest and other income | ' | 281 | 249 | 665 | 704 |
Interest expense | ' | -37,899 | -43,320 | -75,834 | -95,216 |
Loss on early extinguishment of debt | ' | ' | ' | ' | -60,027 |
(Loss) gain on sale of equity investments | ' | -33 | ' | -33 | 66,293 |
Gain on issuance of shares by an equity investee | ' | 16,911 | ' | 17,020 | ' |
(Loss) income from continuing operations before income tax expense and equity in earnings of investees | ' | -4,858 | 30,359 | 1,488 | 63,805 |
Income tax expense | ' | -908 | -754 | -1,463 | -1,742 |
Equity in earnings of investees | ' | 12,454 | 159 | 23,388 | 4,421 |
Income from continuing operations | ' | 6,688 | 29,764 | 23,413 | 66,484 |
Income from discontinued operations | ' | 4,114 | 1,643 | 8,125 | 1,637 |
Loss on asset impairment from discontinued operations | 2,400 | -2,072 | -4,589 | -2,360 | -8,535 |
Loss on early extinguishment of debt from discontinued operations | 3,300 | -3,345 | ' | -3,345 | ' |
Net gain on sale of properties from discontinued operations | ' | ' | 2,099 | ' | 3,359 |
Income before gain on sale of properties | ' | 5,385 | 28,917 | 25,833 | 62,945 |
Gain on sale of properties | ' | ' | ' | ' | 1,596 |
Net income | ' | $5,385 | $28,917 | $25,833 | $64,541 |
Related_Person_Transactions_De
Related Person Transactions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
Jun. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jul. 09, 2014 | Mar. 01, 2014 | Jun. 30, 2014 | Jun. 06, 2014 | 8-May-14 | Apr. 07, 2014 | Mar. 07, 2014 | Feb. 07, 2014 | Jan. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 01, 2014 | Jul. 09, 2014 | Jul. 31, 2014 | Mar. 01, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Mar. 15, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | 9-May-14 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 8-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 02, 2014 | Jul. 11, 2014 | Jun. 10, 2014 | Jul. 31, 2014 | Jul. 11, 2014 | Jul. 11, 2014 | |
item | SIR | SIR | SIR | SIR | SIR | SIR | Parent | Amended Agreement | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR | RMR Australia | RMR Australia | RMR Australia | RMR Australia | GOV | GOV | GOV | AIC | AIC | AIC | AIC | AIC | AIC | CWH | CWH and an RMR affiliate | Equity Group Investments and associated entities | Related/Corvex | Related/Corvex | Related/Corvex | Related | Corvex | ||||||
Subsequent Event | item | item | item | item | Subsequent Event | Subsequent Event | Parent | item | item | item | item | Subsequent Event | |||||||||||||||||||||||||||||||||||||
item | |||||||||||||||||||||||||||||||||||||||||||||||||
Related person transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of license agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' |
License fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' | ' | ' |
Number of parking spaces | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Lease term | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options of lease arrangement | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal term of lease arrangement | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial lease payment | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage held by the related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.70% | ' | ' | 2.80% | 2.80% |
Number of primary agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of entities independent trustees serving as independent directors or independent trustees of other public companies to which related party provides management services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business management fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,300,000 | 12,100,000 | 31,700,000 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion of shares issued in payment of management fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,729 | 11,275 | 11,410 | 10,625 | 12,187 | ' | ' | ' | 68,206 | ' | ' | 10,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base business management fee payable in common shares (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property management and construction supervision fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | 8,600,000 | 13,800,000 | 17,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business and property management fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 400,000 | 800,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to MacarthurCook Fund Management Limited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of prior written notice for termination of either agreement by entity or related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage prior to transaction | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gain on sale of common shares | ' | -33,000 | ' | -33,000 | 66,293,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of reimbursements payable to related party | ' | 22,984,000 | ' | 22,984,000 | ' | 9,385,000 | 600,000 | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,500,000 | 33,500,000 | ' | ' |
Less than wholly owned subsidiary, common shares owned | ' | ' | ' | ' | ' | ' | 22,000,000 | ' | 22,000,000 | ' | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity method investments, ownership percentage | ' | ' | ' | ' | ' | ' | 36.70% | ' | 36.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Amount invested in equity investee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of other companies which are shareholders of related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments, common shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,950,000 | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per common share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.04 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments, proceeds from sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 704,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 239,600,000 | ' | ' | 5,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Coverage amount for property insurance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) on equity investment | ' | 12,454,000 | 159,000 | 23,388,000 | 4,421,000 | ' | 118,000 | 79,000 | 21,000 | 155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | 200,000 | -100,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees and costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 7,000,000 | 5,400,000 | 10,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties acquired or agreed to be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties acquired or agreed to be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' |
Number of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' |
Installment amount receivable on June 30, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' |
Each installment amount receivable after first installment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' |
Rent due under lease | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,100,000 | ' | $1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,200,000 | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 10, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 09, 2014 | Jul. 09, 2014 | Jul. 09, 2014 |
Related/Corvex | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Minimum | Related/Corvex | Series D | Series D | Series D | Series E | Series E | Series E | Unsecured revolving credit facility, due October 2015 | Mortgage notes maturing from 2015 through 2026 | SIR | ||||
Accrued dividend from February 15, 2014 to May 14, 2014 | Accrued dividend from May 15, 2014 to August 14, 2014 | Accrued dividend from February 15, 2014 to May 14, 2014 | Accrued dividend from May 15, 2014 to August 14, 2014 | property | ||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments, common shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 |
Equity investments, per share price of common shares sold (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32.04 |
Equity investments, proceeds from sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $704,800,000 |
Payment of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 235,000,000 | ' | ' |
Payment of the non-recourse mortgage loan for Chicago,IL | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 265,000,000 | ' |
Number of building for which Payment of non-recourse mortgage loan made for Chicago,IL | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Dividend declared (in dollars per share) | ' | ' | ' | ' | ' | $0.81 | ' | ' | $0.91 | ' | ' | ' | ' | ' |
Accrued dividend (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.41 | $0.41 | ' | $0.45 | $0.45 | ' | ' | ' |
Amount of reimbursements payable to related party | 22,984,000 | 9,385,000 | 33,500,000 | ' | 33,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of reimbursements payable to related party upon the approval of shareholders | ' | ' | ' | ' | 16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of reimbursements payable to related party if specified minimum common share price maintain during the one year period after the date on which the reimbursement is approved by shareholders | ' | ' | ' | ' | 8,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Closing price of common shares (in dollars per share) | ' | ' | ' | $26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of reimbursements payable to related party if specified minimum common share price maintain during the one year period between the first and second anniversaries of the date on which the reimbursement is approved by shareholders | ' | ' | ' | ' | $8,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |