OFFICE PROPERTIES INCOME TRUST Management’s Report on Financial Condition and Results of Operations (Form 10-Q)
The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2021 Annual Report.
OVERVIEW (in thousands of dollars, except per share and per square foot data)
We are a real estate investment trust, or REIT, organized under
Marylandlaw. As of March 31, 2022, our wholly owned properties were comprised of 174 properties and we had noncontrolling ownership interests of 51% and 50% in two unconsolidated joint ventures that own three properties containing approximately 444,000 rentable square feet. As of March 31, 2022, our properties are located in 32 states and the District of Columbiaand contain approximately 22,941,000 rentable square feet. As of March 31, 2022, our properties were leased to 298 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.1 years. The U.S.government is our largest tenant, representing approximately 19.4% of our annualized rental income as of March 31, 2022. The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2022, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. The COVID-19 pandemic and the various governmental and market responses intended to contain and mitigate the spread of the virus and its detrimental public health impact have had a significant impact on the global economy, including the U.S.economy. Many of the restrictions that had been imposed in the United Statesduring the pandemic have since been lifted and commercial activity in the United Statesgenerally has increasingly returned to pre-pandemic practices and operations. We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. To date, the COVID-19 pandemic has not had a significant adverse impact on our business and we continue to believe that our financial resources, the characteristics of our portfolio, including the diversity of our tenant base, both geographically and by industry, and the financial strength and resources of our tenants, will enable us to withstand the COVID-19 pandemic. The ultimate adverse impact of the COVID-19 pandemic is highly uncertain and subject to change. As a result, we do not yet know the full extent of potential impacts on our business and operations, our tenants' businesses and operations or the global economy as a whole. For more information and risks relating to the COVID-19 pandemic on us and our business, see Part I, Item 1A, "Risk Factors", of our 2021 Annual Report. Property Operations Unless otherwise noted, the data presented in this section includes properties classified as held for sale as of March 31, 2022and excludes three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. For more information regarding our properties classified as held for sale and our two unconsolidated joint ventures, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Occupancy data for our properties as of March 31, 2022and 2021 was as follows (square feet in thousands): All Properties (1) Comparable Properties (2) March 31, March 31, 2022 2021 2022 2021 Total properties (3) 174 180 163 163 Total rentable square feet (4) 22,941 24,568 20,503 20,497 Percent leased (5) 88.8 % 90.8 % 91.2 % 91.7 % (1)Based on properties we owned on March 31, 2022and 2021, respectively. (2)Based on properties we owned continuously since January 1, 2021; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. (3)Includes one leasable land parcel. (4)Subject to changes when space is remeasured or reconfigured for tenants. (5)Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date. 15
The average effective rental rate per square foot of our properties for the three months ended
Average effective rental rate per square foot (1):
All properties (2) $
Comparable properties (3) $
(1)Average effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet leased during the period specified. (2)Based on properties we owned on
March 31, 2022and 2021, respectively. (3)Based on properties we owned continuously since January 1, 2021; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. During the three months ended March 31, 2022, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):
Three months completed
Leased Available for Lease Total Beginning of period 20,817 2,454 23,271 Changes resulting from: Disposition of properties (163) (167) (330) Lease expirations (853) 853 - Lease renewals (1) 336 (336) - New leases (1) 236 (236) - End of period 20,373 2,568 22,941
(1) Based on leases entered into during the three months ended
Leases at our properties totaling approximately 853,000 rentable square feet expired during the three months ended
March 31, 2022. During the three months ended March 31, 2022, we entered into new and renewal leases as summarized in the following table (square feet in thousands): Three
New Leases Renewals Total Rentable square feet leased 236 336 572 Weighted average rental rate change (by rentable 6.7 % 3.8 % 5.1 % square feet) Tenant leasing costs and concession commitments (1)
Tenant Lease Costs and Concession Commitments per Leasable Square Foot (1)
$ 113.66 $ 17.56 $ 57.26Weighted (by square feet) average lease term (years) 10.4 10.9 10.7
Total lease costs and concession commitments per leasable square foot per year (1)
(1)Includes commitments made for rental expenses and concessions, such as tenant improvements, rental commissions, tenant reimbursements and free rent.
During the three months ended
March 31, 2022, changes in effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the three months ended March 31, 2022, when compared to prior effective rental rates per square foot in effect for the same space (and excluding space acquired vacant), were as follows (square feet in thousands):
Three months completed
Old Effective Rent Per New Effective Rent Per Square Foot (1) Square Foot (1) Rentable Square Feet New leases $ 8.47 $ 7.86 252 Lease renewals $ 27.43 $ 29.08 492 Total leasing activity $ 21.00 $ 21.89 744
(1) Effective rental rates include our tenants’ contractual base rents under our leases, plus estimated straight-line rent adjustments and expense reimbursements payable to us, and exclude depreciation of rental value.
During the three months ended
March 31, 2022and 2021, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows: Three Months Ended March 31, 2022 2021 Lease related costs (1) $ 8,664 $ 6,970 Building improvements (2) 2,783 4,526 Recurring capital expenditures 11,447 11,496 Development, redevelopment and other activities (3) 37,524 4,906 Total capital expenditures $
(1)Lease related costs generally include capital expenditures used to improve tenants' space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and other tenant inducements. (2)Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. (3)Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue. In addition to the capital expenditures described above, we contributed
$1,070to one of our unconsolidated joint ventures during the three months ended March 31, 2022. Also, as of March 31, 2022, we have estimated unspent leasing related obligations of $128,009, of which we expect to spend $78,134over the next 12 months. As of March 31, 2022, we had leases at our properties totaling approximately 1,482,000 rentable square feet that were scheduled to expire through March 31, 2023. As of April 27, 2022, we expect tenants with leases totaling approximately 543,000 rentable square feet that are scheduled to expire through March 31, 2023, to not renew their leases upon expiration and we cannot be sure as to whether other tenants will renew their leases upon expiration. As a result of the COVID-19 pandemic, its economic impact and the uncertainty of whether certain market practices and trends in response to the pandemic will be sustained or increased, overall leasing activity has been volatile and may remain so until office property market conditions meaningfully improve and stabilize for a sustained period. However, we remain focused on proactive dialogues with our existing tenants and overall tenant retention. Prevailing market conditions and government and other tenants' needs at the time we negotiate and enter leases or lease renewals will generally determine rental rates and demand for leased space at our properties, and market conditions and our tenants' needs are beyond our control. Whenever we renew or enter into new leases for our properties, we intend to seek rents which are equal to or higher than our historical rents for the same properties; however, our ability to maintain or increase the rents for our current properties will depend in large part upon market conditions, which are beyond our control. We cannot be sure of the rental rates which will result from our ongoing negotiations regarding lease renewals or any new or renewed leases we may enter; also, we may experience material declines in our rental income due to vacancies upon lease expirations or early terminations or lower rents upon lease renewal or reletting. Additionally, we may incur significant costs to renew our leases with current tenants or lease our properties to new tenants. 17
March 31, 2022, our lease expirations by year are as follows (square feet in thousands): Annualized Number of Leases Leased Percent of Cumulative Rental Income Percent of Cumulative Year (1) Expiring Square Feet Expiring (2) Total Percent of Total Expiring Total Percent of Total 2022 53 1,167 5.7 % 5.7 % $ 28,6075.0 % 5.0 % 2023 63 2,531 12.4 % 18.1 % 82,679 14.5 % 19.5 % 2024 55 3,232 15.9 % 34.0 % 85,660 15.0 % 34.5 % 2025 48 2,122 10.4 % 44.4 % 45,395 7.9 % 42.4 % 2026 39 1,831 9.0 % 53.4 % 48,635 8.5 % 50.9 % 2027 33 1,926 9.5 % 62.9 % 50,265 8.8 % 59.7 % 2028 17 1,288 6.3 % 69.2 % 50,050 8.7 % 68.4 % 2029 20 1,038 5.1 % 74.3 % 30,196 5.3 % 73.7 % 2030 14 520 2.6 % 76.9 % 15,562 2.7 % 76.4 % 2031 and thereafter 50 4,718 23.1 % 100.0 % 134,980 23.6 % 100.0 % Total 392 20,373 100.0 % $ 572,029100.0 % Weighted average remaining lease term (in years) 5.9 6.1 (1)The year of lease expiration is pursuant to current contract terms. Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability. As of March 31, 2022, tenants occupying approximately 4.2% of our rentable square feet and responsible for approximately 4.6% of our annualized rental income as of March 31, 2022currently have exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2035, 2037 and 2040, early termination rights become exercisable by other tenants who currently occupy an additional approximately 1.1%, 2.9%, 2.6%, 3.9%, 1.2%, 0.7%, 1.2%, 0.5%, 0.7%, 0.1%, 0.4%, 0.1% and 0.3% of our rentable square feet, respectively, and contribute an additional approximately 1.2%, 4.0%, 2.9%, 7.6%, 1.5%, 1.2%, 1.4%, 1.0%, 0.8%, 0.1%, 0.5%, 0.2% and 0.4% of our annualized rental income, respectively, as of March 31, 2022. In addition, as of March 31, 2022, pursuant to leases with 14 of our tenants, these tenants have rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These 14 tenants occupy approximately 6.0% of our rentable square feet and contribute approximately 6.8% of our annualized rental income as of March 31, 2022. (2)Leased square feet is pursuant to leases existing as of March 31, 2022, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any. Square feet measurements are subject to changes when space is remeasured or reconfigured for new tenants. We generally will seek to renew or extend the terms of leases at properties with tenants when they expire. Because of the capital many of our single tenants have invested in the properties they lease from us and because many of these properties appear to be of strategic importance to such tenants' businesses, we believe that it is likely that these tenants will renew or extend their leases prior to when they expire. However, recent shifts in workplace practices, including as a result of the COVID-19 pandemic, have resulted in a significant increase in alternative work arrangements, including work from home practices. It is uncertain to what extent and how long work from home arrangements may continue, or if other hybrid work arrangements will continue or increase. Despite these shifts in workplace practices, our recent leasing activity and negotiations for vacant or expiring space may suggest that there is an improving demand environment for office space. However, if these arrangements continue or increase, our tenants may not seek to renew or extend their leases when they expire, or may seek to renew their leases for less space than they currently occupy. If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet some of these properties. We believe that recent government budgetary and spending priorities and enhancements in technology have resulted in a decrease in government office use for employees. Furthermore, over the past several years, government tenants have reduced their space utilization per employee and consolidated government tenants into existing government owned properties. This activity has reduced the demand for government leased space. Our historical experience with respect to properties of the type we own that are majority leased to government tenants has been that government tenants frequently renew leases to avoid the costs and disruptions that may result from relocating their operations. However, efforts to manage space utilization rates may result in our tenants exercising early termination rights under our leases, vacating our properties upon expiration of our leases in order to relocate, or renewing their leases for less space than they currently occupy. Also, our government tenants' desire to reconfigure leased office space to manage utilization per employee may require us to spend significant amounts for tenant improvements, and tenant relocations are often more prevalent in those circumstances. Increasing uncertainty with respect to government agency budgets and funding to implement relocations, consolidations and reconfigurations has resulted in delayed decisions by some of our government tenants and their reliance on short term lease renewals; however, activity prior to the outbreak of the COVID-19 pandemic suggested that the U.S.government had begun to shift its leasing strategy to include longer term leases and was actively exploring 10 to 20 year lease terms at renewal, in some instances. However, the COVID-19 18
pandemic and its aftermath have had negative impacts on government budgets and resources. Although there have been indications that certain of those impacts may not have been as negative as originally expected, it is unclear what the effect of these impacts will be on government demand for leasing office space. Given the significant uncertainties, including as to the COVID-19 pandemic and its economic impact and the extent to which certain market trends, such as work from home practices, may continue or increase, we are unable to reasonably project what the financial impact of market conditions or changing government circumstances will be on the demand for leased space at our properties and our financial results for future periods. As of
March 31, 2022, we derive 22.2% of our annualized rental income from our properties located in the metropolitan Washington, D.C.market area, which includes Washington, D.C., Northern Virginiaand suburban Maryland. A downturn in economic conditions in this area could result in reduced demand from tenants for our properties or reduce the rents that our tenants in this area are willing to pay when our leases expire or terminate and when renewal or new terms are negotiated. Additionally, in recent years there has been a decrease in demand for new leased office space by the U.S.government in the metropolitan Washington, D.C.market area, and that could increase competition for government tenants and adversely affect our ability to retain government tenants when our leases expire. Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant's lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant's lease obligations. As of March 31, 2022, tenants contributing 52.6% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 11.0% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents). 19
% of Total % of Leased Annualized Annualized Rental Tenant Credit Rating Sq. Ft. Sq. Ft. Rental Income Income 1 U.S. Government Investment Grade 4,100 20.1 %
2 Alphabet Inc. (Google) Investment Grade 386 1.9 % 23,713
3 Shook, Hardy & Bacon L.L.P. Not Rated 596 2.9 % 19,187
4 IG Investments Holdings LLC Not Rated 333 1.6 % 15,991
5 Bank of America Corporation Investment Grade 577 2.8 % 15,766 2.8 % 6 State of California Investment Grade 523 2.6 % 15,696 2.7 % 7 Commonwealth of Massachusetts Investment Grade 311 1.5 % 12,260 2.1 % 8 CareFirst Inc. Not Rated 207 1.0 % 11,498 2.0 % 9 Northrop Grumman Corporation Investment Grade 337 1.7 % 11,465 2.0 % 10 Tyson Foods, Inc. Investment Grade 248 1.2 % 11,042 1.9 %
11 Corporation (1) Not Rated 230 1.1 % 10,745
12 CommScope Holding Company Inc Non Investment Grade 228 1.1 % 9,370 1.6 % 13 State of Georgia Investment Grade 308 1.5 % 7,383 1.3 % 14 PNC Bank Investment Grade 441 2.2 % 6,924 1.2 % 15 Micro Focus International plc Non Investment Grade 215 1.1 % 6,905 1.2 % 16 Compass Group plc Investment Grade 267 1.3 % 6,703 1.2 % 17 ServiceNow, Inc. Investment Grade 149 0.7 % 6,637 1.2 % 18 Allstate Insurance Co. Investment Grade 468 2.3 % 6,479
Automatic data processing,
19 Inc. Investment Grade 289 1.4 % 6,087
20 Church & Dwight Co., Inc. Investment Grade 250 1.2 % 6,037 1.1 % Total 10,463 51.2 %
$ 320,83756.1 % (1)In June 2021, we entered into a 30-year lease with Sonesta. The lease relates to the redevelopment of a property we own in Washington, D.Cto a mixed use and Sonesta's lease relates to the planned hotel component of the property. The term of the lease commences upon our delivery of the completed hotel, which is estimated to occur in the first quarter of 2023. For more information about our lease with Sonesta, see Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item I of this Quarterly Report on Form 10-Q.
In the three months ended
We continue to evaluate our portfolio to strategically recycle capital and are currently in various stages of marketing for sale more than 30 properties containing over 3,000,000 rentable square feet. As of
April 27, 2022, we have entered into agreements to sell two properties containing approximately 470,000 rentable square feet, including one property that was classified as held for sale as of March 31, 2022, for an aggregate sales price of $38,300, excluding closing costs. These sales are expected to occur before the end of the second quarter of 2022. However, these sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the terms will not change.
For more information on our disposal activities, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We operate in one line of business: the ownership of real estate.
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