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  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): February 15, 2023
 
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
(State or Other Jurisdiction of Incorporation)
001-34364 26-4273474
(Commission File Number) (IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices) (Zip Code)
 
617-219-1440
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest OPI The Nasdaq Stock Market LLC
6.375% Senior Notes due 2050 OPINL The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.  Results of Operations and Financial Condition.
 
On February 15, 2023, Office Properties Income Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter and year ended December 31, 2022, and also provided certain supplemental operating and financial data for the quarter and year ended December 31, 2022. Copies of the Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)          Exhibits
 
99.1    Press release dated February 15, 2023
99.2    Fourth Quarter 2022 Supplemental Operating and Financial Data
104    Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  OFFICE PROPERTIES INCOME TRUST
     
     
  By: /s/ Matthew C. Brown
  Name: Matthew C. Brown
  Title: Chief Financial Officer and Treasurer
 
Dated:  February 15, 2023

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EX-99.1 2 opi_123122xexhibitx991.htm EX-99.1 Document

Exhibit 99.1
opiletterheadjpga13.jpg

FOR IMMEDIATE RELEASE
 
 
 
Office Properties Income Trust Announces Fourth Quarter 2022 Results
Net Income of $6.4 Million, or $0.13 Per Share
Normalized FFO of $54.5 Million, or $1.13 Per Share
Leased 705,000 Square Feet with a 10.1 Year Weighted Average Lease Term
2022 Annual Leasing Activity Yielded a 5.6% Roll Up in Rents
Newton, MA (February 15, 2023): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended December 31, 2022.

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

"OPI delivered strong fourth quarter results despite an evolving office landscape and rapidly changing economic conditions. Leasing volume totaled 705,000 square feet, resulting in our highest quarterly leasing activity in three years, net income was $0.13 per share and Normalized FFO of $1.13 per share exceeded the high end of our guidance range. This performance caps a year in which we achieved many of the operating targets that we set for OPI. In 2022, we completed 2.6 million square feet of leasing activity for a weighted average lease term of more than nine years and a roll up in rent of 5.6%. We sold non-core properties for more than $210 million of aggregate gross proceeds, and total portfolio occupancy increased approximately 110 basis points to 90.6%.

Heading into 2023, we will continue our focus on proactive leasing engagement, completing our two redevelopment projects, further refining our portfolio and reducing leverage. We believe we are well positioned to continue to navigate headwinds facing the office sector with nearly $570 million of liquidity, more than 90% of our debt being fixed rate and no senior notes maturing until mid-2024."











A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.



Quarterly Results:
Three Months Ended December 31,
2022 2021
Financial (dollars in thousands, except per share data)
Net income $6,390 $16,945
Net income per share $0.13 $0.35
Normalized FFO per share $1.13 $1.20
Same Property Cash Basis NOI $81,379 $82,513

•Net income for the quarter ended December 31, 2022 was $6.4 million, or $0.13 per diluted share, compared to net income of $16.9 million, or $0.35 per diluted share, for the quarter ended December 31, 2021. Net income for the quarter ended December 31, 2022 includes a $3.6 million, or $0.07 per diluted share, gain on sale of real estate and a $0.8 million, or $0.02 per diluted share, gain on early extinguishment of debt. Net income for the quarter ended December 31, 2021 includes a $24.2 million, or $0.50 per diluted share, gain on sale on real estate, a $6.6 million, or $0.14 per diluted share, loss on impairment of real estate and the reversal of $4.5 million, or $0.09 per diluted share, of previously accrued estimated business management incentive fee expense. In addition, net income for the quarter ended December 31, 2022 includes a decrease in real estate tax expense of approximately $8.2 million related to a favorable real estate tax assessment received during the quarter for a property located in Chicago, IL that OPI acquired in June 2021. Pursuant to the lease agreements with the tenants at this property, OPI is reimbursed for real estate taxes at a rate of approximately 98%. Accordingly, rental income for the quarter reflects the reversal of approximately $8.1 million of the related expense reimbursement income.

•Normalized funds from operations, or Normalized FFO, for the quarter ended December 31, 2022 were $54.5 million, or $1.13 per diluted share, compared to Normalized FFO for the quarter ended December 31, 2021 of $58.1 million, or $1.20 per diluted share.

•Same property cash basis net operating income, or Cash Basis NOI, for the quarter ended December 31, 2022 decreased 1.4% compared to the quarter ended December 31, 2021. The decrease in same property Cash Basis NOI is primarily due to a decrease in cash received from contractual rents as a result of free rent related to leasing activity and increases in operating expenses at certain of OPI's properties during 2022.

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

Three Months Ended December 31, 2022
Leasing activity for new and renewal leases (rentable square feet) 705,000
Weighted average rental rate change (by rentable square feet) (6.7%)
Weighted average lease term (by rentable square feet)
10.1 years
Leasing concessions and capital commitments (per square foot per lease year) $8.46

As of
Percent Leased December 31, 2022 September 30, 2022 December 31, 2021
All properties 90.6% 90.7% 89.5%
Same properties 93.7% 93.7% 93.8%

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

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Disposition Activities:

•Since October 1, 2022, OPI sold the following five properties containing approximately 338,000 rentable square feet for an aggregate sales price of $20.5 million, excluding closing costs:

Date of Sale Location Number of Properties Rentable Square Feet
Gross Sales Price (1) (in thousands)
Gross Sales Price Per Sq. Ft.
November 2022
Kapolei, HI (2)
1 109,000  $ 4,000  $ 36.70 
November 2022 Englewood, CO 1 140,000  11,100  $ 79.29 
January 2023 Richmond, VA 3 89,000  5,350  $ 60.11 
5 338,000  $ 20,450  $ 60.50 
(1)Gross sales price is the gross contract price, excluding closing costs.
(2)Property is a leasable land parcel.

•As of February 14, 2023, OPI has entered into agreements to sell two properties containing approximately 207,000 rentable square feet for an aggregate sales price of $7.6 million, excluding closing costs.

Significant Redevelopment Activities:

•The following table summarizes OPI's significant redevelopment projects as of December 31, 2022:

Address Location Sq. Ft. % Pre-leased
Estimated Project Costs (2) (in thousands)
Total Costs Incurred
(in thousands)
Estimated Completion (3)
20 Massachusetts Avenue Washington, D.C. 340,000 
(1)
54  % $ 215,000  $ 148,107  Q2 2023
351, 401, 501 Elliott Ave West Seattle, WA 300,000  28  % 162,000  48,824  Q4 2023
640,000  $ 377,000  $ 196,931 
(1)Upon completion of this redevelopment project, the property will contain approximately 430,000 rentable square feet.
(2)Estimated project costs include future, estimated lease related costs associated with achieving stabilized occupancy that will be incurred subsequent to the estimated completion date.
(3)Estimated completion date can depend on various factors, including when lease agreements are signed with tenants. Therefore, the actual completion dates may vary.

Liquidity and Financing Activities:
    
•As of December 31, 2022, OPI had $12.2 million of cash and cash equivalents and $555.0 million available to borrow under its unsecured revolving credit facility.

•As previously reported, in October 2022, OPI prepaid, at a discounted amount of $22.2 million plus accrued interest, a mortgage note secured by one property with an outstanding principal balance of $22.9 million, an annual interest rate of 4.80% and a maturity date in June 2023 using cash on hand and borrowings under its revolving credit facility.

•In November 2022, OPI exercised its option to extend the maturity date of its revolving credit facility by six months to July 31, 2023. Subject to the payment of an extension fee and meeting certain other conditions, OPI may extend the maturity date by one additional six month period to January 31, 2024.
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Conference Call:

On Thursday, February 16, 2023 at 10:00 a.m. Eastern Time, President and Chief Operating Officer, Christopher Bilotto, and Chief Financial Officer and Treasurer, Matthew Brown, will host a conference call to discuss OPI’s fourth quarter 2022 financial results.

The conference call telephone number is (877) 328-1172. Participants calling from outside the United States and Canada should dial (412) 317-5418. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Thursday, February 23, 2023. To access the replay, dial (412) 317-0088. The replay pass code is 8634702.

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

Supplemental Data:

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

Non-GAAP Financial Measures:

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

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

About Office Properties Income Trust:

OPI is a national REIT focused on owning and leasing office properties primarily to single tenants and those with high credit quality characteristics. As of December 31, 2022, approximately 63% of OPI's revenues were from investment grade rated tenants. OPI owned and leased 160 properties as of December 31, 2022, with approximately 21.0 million square feet located in 30 states and Washington, D.C. In 2022, OPI was named as an Energy Star® Partner of the Year for the fifth consecutive year and a Gold Level Green Lease Leader. OPI is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $37 billion in assets under management as of December 31, 2022, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA. For more information, visit opireit.com.
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Office Properties Income Trust
Consolidated Statements of Income (Loss)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Rental income (1)
$ 127,922  $ 147,287  $ 554,275  $ 576,482 
Expenses:
Real estate taxes (1)
8,202  19,837  57,844  71,970 
Utility expenses 6,334  6,120  27,005  25,251 
Other operating expenses 28,769  28,951  110,366  105,825 
Depreciation and amortization 51,571  62,503  222,564  241,494 
Loss on impairment of real estate (2)
—  6,566  21,820  62,420 
Acquisition and transaction related costs (3)
68  —  292  — 
General and administrative (4)
5,781  2,168  25,134  26,858 
Total expenses 100,725  126,145  465,025  533,818 
Gain on sale of real estate (5)
3,564  24,200  11,001  78,354 
Interest and other income 144  —  217 
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,188, $2,405, $9,134 and $9,771, respectively)
(24,557) (27,657) (103,480) (112,385)
Gain (loss) on early extinguishment of debt (6)
759  —  682  (14,068)
Income (loss) before income tax (expense) benefit and equity in net losses of investees 7,107  17,685  (2,330) (5,428)
Income tax (expense) benefit 161  97  (270) (251)
Equity in net losses of investees (878) (837) (3,509) (2,501)
Net income (loss) $ 6,390  $ 16,945  $ (6,109) $ (8,180)
Weighted average common shares outstanding (basic) 48,334  48,243  48,278  48,195 
Weighted average common shares outstanding (diluted) 48,334  48,251  48,278  48,195 
Per common share amounts (basic and diluted):
Net income (loss) $ 0.13  $ 0.35  $ (0.14) $ (0.17)

See Notes on pages 6 and 7.
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Office Properties Income Trust
Funds from Operations, Normalized Funds from Operations and Cash Available for Distribution
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Calculation of FFO, Normalized FFO and CAD (7)(8):
Net income (loss) $ 6,390  $ 16,945  $ (6,109) $ (8,180)
Add (less): Depreciation and amortization:
Consolidated properties 51,571  62,503  222,564  241,494 
Unconsolidated joint venture properties 789  753  3,058  3,427 
Loss on impairment of real estate (2)
—  6,566  21,820  62,420 
Gain on sale of real estate (5)
(3,564) (24,200) (11,001) (78,354)
FFO 55,186  62,567  230,332  220,807 
Add (less): Acquisition and transaction related costs (3)
68  —  292  — 
(Gain) loss on early extinguishment of debt (6)
(759) —  (682) 14,068 
Business management incentive fees (4)
—  (4,484) —  — 
Normalized FFO 54,495  58,083  229,942  234,875 
Add (less): Non-cash expenses (9)
(1,464) (251) (2,761) 985 
Distributions from unconsolidated joint ventures —  153  51  612 
Depreciation and amortization - unconsolidated joint ventures (789) (753) (3,058) (3,427)
Equity in net losses of investees 878  837  3,509  2,501 
Loss on early extinguishment of debt settled in cash —  —  —  (4,374)
Non-cash straight line rent adjustments included in rental income (3,604) (2,240) (10,830) (15,368)
Lease value amortization included in rental income 195  452  975  2,288 
Net amortization of debt premiums, discounts and issuance costs
2,188  2,405  9,134  9,771 
Recurring capital expenditures (42,099) (16,037) (100,261) (72,854)
CAD $ 9,800  $ 42,649  $ 126,701  $ 155,009 
Weighted average common shares outstanding (basic) 48,334 48,243 48,278 48,195
Weighted average common shares outstanding (diluted) 48,334 48,251 48,278 48,195
Per common share amounts (basic and diluted):
Net income (loss) $ 0.13  $ 0.35  $ (0.14) $ (0.17)
FFO $ 1.14  $ 1.30  $ 4.77  $ 4.58 
Normalized FFO $ 1.13  $ 1.20  $ 4.76  $ 4.87 
CAD $ 0.20  $ 0.88  $ 2.62  $ 3.22 
Distributions declared per share $ 0.55  $ 0.55  $ 2.20  $ 2.20 

(1)Includes reductions to real estate tax expense and rental income of approximately $8,229 and $8,080, respectively, resulting from a favorable real estate tax assessment received in 2022 at a property located in Chicago, IL that OPI acquired in June 2021.

(2)Loss on impairment of real estate for the year ended December 31, 2022 represents an adjustment of $21,820 to reduce the carrying value of seven properties to their estimated fair values less costs to sell. Loss on impairment of real estate for the three months ended December 31, 2021 includes an adjustment of $6,991 to reduce the carrying value of two properties to their estimated fair values less costs to sell, partially offset by an adjustment of $425 to increase the carrying value of three properties that were removed from held for sale status as of December 31, 2021. Loss on impairment of real estate for the year ended December 31, 2021 also includes an adjustment of $55,854 to reduce the carrying value of six properties to their estimated fair values less costs to sell during the nine months ended September 30, 2021.

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(3)Acquisition and transaction related costs for the three months and year ended December 31, 2022 represent costs related to the evaluation of potential acquisitions, dispositions and other strategic transactions.

(4)Incentive fees under OPI's business management agreement with The RMR Group LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in OPI’s consolidated statements of income (loss). In calculating net income (loss) in accordance with GAAP, OPI recognizes business management incentive fee expense, if any, in the first, second and third quarters. Although OPI recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), OPI does not include such expense in the calculation of Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Net income for the three months ended December 31, 2021 includes the reversal of $4,484 of previously accrued estimated business management incentive fee expense. No incentive fees were payable under OPI's business management agreement for the years ended December 31, 2022 and 2021.

(5)Gain on sale of real estate for the three months ended December 31, 2022 represents a $3,564 gain on the sale of two properties. Gain on sale of real estate for the year ended December 31, 2022 also includes a $7,437 net gain on the sale of 16 properties during the nine months ended September 30, 2022. Gain on sale of real estate for the three months ended December 31, 2021 represents a $24,200 gain on the sale of two vacant land parcels. Gain on sale of real estate for the year ended December 31, 2021 also includes a $54,154 net gain on the sale of four properties and a warehouse facility during the nine months ended September 30, 2021.

(6)Gain (loss) on early extinguishment of debt for the three months and year ended December 31, 2022 represents a net gain resulting from the prepayment of a mortgage note at a discounted amount, partially offset by write offs of the unamortized portion of certain premiums, discounts and debt issuance costs resulting from the early repayment of debt. Loss on early extinguishment of debt for the year ended December 31, 2021 includes prepayment fees related to OPI's redemption of all $300,000 of its 4.15% senior unsecured notes due 2022 and the repayment of one mortgage note, as well as write offs of the unamortized portion of certain discounts and issuance costs resulting from the early repayment of debt.

(7)OPI calculates FFO and Normalized FFO as shown above. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and its proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to OPI. In calculating Normalized FFO, OPI adjusts for the other items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of OPI’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by OPI’s Board of Trustees when determining the amount of distributions to OPI’s shareholders. Other factors include, but are not limited to, requirements to maintain OPI's qualification for taxation as a REIT, limitations in OPI’s credit agreement and public debt covenants, the availability to OPI of debt and equity capital, OPI’s expectation of its future capital requirements and operating performance and OPI’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than OPI does.

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

(9)Non-cash expenses include equity based compensation, adjustments recorded to capitalize interest expense and amortization of the liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its former investment in The RMR Group Inc., or RMR Inc., common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively.
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Office Properties Income Trust
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and
Same Property Cash Basis NOI (1)
(amounts in thousands)
(unaudited)
Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Calculation of NOI and Cash Basis NOI:
Rental income  $ 127,922  $ 147,287  $ 554,275  $ 576,482 
Property operating expenses (43,305) (54,908) (195,215) (203,046)
NOI 84,617  92,379  359,060  373,436 
Non-cash straight line rent adjustments included in rental income (3,604) (2,240) (10,830) (15,368)
Lease value amortization included in rental income 195  452  975  2,288 
Lease termination fees included in rental income (176) (761) (7,376) (816)
Non-cash amortization included in property operating expenses (2)
(121) (121) (484) (484)
Cash Basis NOI $ 80,911  $ 89,709  $ 341,345  $ 359,056 
Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI:
Net income (loss) $ 6,390  $ 16,945  $ (6,109) $ (8,180)
Equity in net losses of investees 878  837  3,509  2,501 
Income tax expense (benefit)
(161) (97) 270  251 
Income (loss) before income tax expense (benefit) and equity in net losses of investees 7,107  17,685  (2,330) (5,428)
(Gain) loss on early extinguishment of debt (759) —  (682) 14,068 
Interest expense 24,557  27,657  103,480  112,385 
Interest and other income (144) —  (217) (7)
Gain on sale of real estate (3,564) (24,200) (11,001) (78,354)
General and administrative 5,781  2,168  25,134  26,858 
Acquisition and transaction related costs 68  —  292  — 
Loss on impairment of real estate —  6,566  21,820  62,420 
Depreciation and amortization 51,571  62,503  222,564  241,494 
NOI 84,617  92,379  359,060  373,436 
Non-cash amortization included in property operating expenses (2)
(121) (121) (484) (484)
Lease termination fees included in rental income (176) (761) (7,376) (816)
Lease value amortization included in rental income 195  452  975  2,288 
Non-cash straight line rent adjustments included in rental income (3,604) (2,240) (10,830) (15,368)
Cash Basis NOI $ 80,911  $ 89,709  $ 341,345  $ 359,056 
Reconciliation of NOI to Same Property NOI (3) (4):
Rental income $ 127,922  $ 147,287  $ 554,275  $ 576,482 
Property operating expenses (43,305) (54,908) (195,215) (203,046)
NOI 84,617  92,379  359,060  373,436 
Less: NOI of properties not included in same property results 458  (7,556) (43,901) (52,823)
Same Property NOI $ 85,075  $ 84,823  $ 315,159  $ 320,613 
Calculation of Same Property Cash Basis NOI (3) (4):
Same Property NOI $ 85,075  $ 84,823  $ 315,159  $ 320,613 
Add: Lease value amortization included in rental income 195  357  1,456  2,016 
Less: Non-cash straight line rent adjustments included in rental income (3,606) (2,442) (9,445) (14,059)
         Lease termination fees included in rental income (176) (127) (3,641) (55)
         Non-cash amortization included in property operating expenses (2)
(109) (98) (422) (371)
Same Property Cash Basis NOI $ 81,379  $ 82,513  $ 303,107  $ 308,144 
See Notes on page 9.
8



(1)    The calculations of NOI and Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to OPI’s property level results of operations. OPI calculates NOI and Cash Basis NOI as shown above. OPI defines NOI as income from its rental of real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that OPI records as depreciation and amortization expense. OPI defines Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fees, if any, and non-cash amortization included in other operating expenses. OPI calculates Same Property NOI and Same Property Cash Basis NOI in the same manner that it calculates the corresponding NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating Same Property NOI and Same Property Cash Basis NOI. OPI uses NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI differently than OPI does.
(2)    OPI recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its former investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fee expense, which is included in property operating expenses.
(3)    For the three months ended December 31, 2022 and 2021, Same Property NOI and Same Property Cash Basis NOI are based on properties OPI owned continuously since October 1, 2021, and exclude properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which OPI owns 51% and 50% interests.
(4)    For the years ended December 31, 2022 and 2021, Same Property NOI and Same Property Cash Basis NOI are based on properties OPI owned continuously since January 1, 2021, and exclude properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which OPI owns 51% and 50% interests.







9



Office Properties Income Trust
Consolidated Balance Sheets
(dollars in thousands, except per share data)
(unaudited)
December 31,
2022 2021
ASSETS
Real estate properties:
Land $ 821,238  $ 874,108 
Buildings and improvements 3,114,836  3,036,978 
Total real estate properties, gross 3,936,074  3,911,086 
Accumulated depreciation (561,458) (495,912)
Total real estate properties, net 3,374,616  3,415,174 
Assets of properties held for sale 2,516  26,598 
Investments in unconsolidated joint ventures 35,129  34,838 
Acquired real estate leases, net 369,333  505,629 
Cash and cash equivalents 12,249  83,026 
Restricted cash —  1,489 
Rents receivable 105,639  112,886 
Deferred leasing costs, net 73,098  53,883 
Other assets, net 7,397  8,160 
Total assets $ 3,979,977  $ 4,241,683 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility $ 195,000  $ — 
Senior unsecured notes, net 2,187,875  2,479,772 
Mortgage notes payable, net 49,917  98,178 
Liabilities of properties held for sale 73  594 
Accounts payable and other liabilities 140,151  142,609 
Due to related persons 6,469  6,787 
Assumed real estate lease obligations, net 14,157  17,034 
Total liabilities 2,593,642  2,744,974 
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,565,644 and 48,425,665 shares issued and outstanding, respectively
486  484 
Additional paid in capital 2,619,532  2,617,169 
Cumulative net income 169,606  175,715 
Cumulative common distributions (1,403,289) (1,296,659)
Total shareholders’ equity 1,386,335  1,496,709 
Total liabilities and shareholders’ equity $ 3,979,977  $ 4,241,683 



10



Warning Concerning Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever OPI uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, OPI is making forward-looking statements. These forward-looking statements are based upon OPI’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by OPI’s forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond OPI's control. For example:

•Mr. Bilotto's statements about OPI's leasing activity, operating results and occupancy may imply that OPI will continue to have positive leasing activity and similar or better leasing activity, operating results and occupancy in future periods. However, OPI's operating results and ability to realize positive leasing activity and increase occupancy depend on various factors, including market conditions and tenants' demand for OPI's properties, the timing of lease expirations and OPI's ability to successfully compete for tenants, among other factors. As a result, OPI may not realize positive leasing activity and better operating results and OPI's operating results, leasing activity and occupancy could decline in the future,

•Mr. Bilotto's statements regarding OPI's property sales during the year and its continued focus on refining its portfolio and reducing leverage may imply that OPI will achieve future disposition objectives and reduce its leverage. However, OPI may not be able to successfully identify, negotiate and complete sales, any sales it may complete may take longer than expected and it may not realize its target proceeds on properties it elects to sell. Further, OPI may elect to sell fewer properties in the future. In addition, OPI may increase its borrowings in the future, which would increase its leverage. As a result, OPI may not realize the benefits it expects from its property sales or its efforts to reduce leverage,

•Mr. Bilotto states that OPI will continue its focus on proactive leasing engagement and completing its two redevelopment projects in 2023. This statement may imply that OPI will successfully engage with its tenants and execute leases for space on terms that are favorable to OPI. However, OPI may not be able to successfully negotiate and execute leases on terms favorable to it or at all. Additionally, OPI's redevelopment projects may be delayed and take greater time and cost more to complete than currently anticipated,

•Mr. Bilotto states that OPI ended the year with nearly $570 million of liquidity and that 90% of its debt is fixed rate. These statements may imply that OPI will maintain this level of liquidity and debt mix in the future. However, OPI's liquidity is largely dependent on the availability of funds under its revolving credit facility. OPI's revolving credit facility allows OPI to borrow, repay and reborrow funds under that facility, subject to satisfying conditions. As a result, OPI may, and likely will, borrow funds under its revolving credit facility in the future, which in turn would reduce its borrowing availability. In addition, OPI may use its current liquidity for investments or other business opportunities, which would reduce its liquidity. Further, interest on borrowings under its revolving credit facility are based on variable rates and other future debt OPI may incur may also require interest to be paid based on variable rates. As a result, OPI's future debt mix may change, and

•OPI has entered into agreements to sell two properties for an aggregate sales price of $7.6 million, excluding closing costs. These transactions are subject to conditions. Those conditions may not be satisfied and these transactions may not occur, may be delayed, or the terms may change.

The information contained in OPI’s filings with the SEC, including under “Risk Factors” in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause OPI’s actual results to differ materially from those stated in or implied by OPI’s forward-looking statements. OPI’s filings with the SEC are available on the SEC's website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

11



Except as required by law, OPI does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Contact:
Kevin Barry, Director, Investor Relations
(617) 219-1410

(END)
12

EX-99.2 3 opi_123122xexhibitx992.htm EX-99.2 opi_123122xexhibitx992
Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. FOURTH QUARTER 2022 Exhibit 99.2Washington, D.C.


 
Supplemental Q4 2022 2 Table of Contents CORPORATE INFORMATION Company Profile ................................................................................................................................................................................................. 3 Investor Information .......................................................................................................................................................................................... 4 Research Coverage ........................................................................................................................................................................................... 5 FINANCIALS Key Financial Data.............................................................................................................................................................................................. 6 Consolidated Balance Sheets .......................................................................................................................................................................... 7 Consolidated Statements of Income (Loss) .................................................................................................................................................. 8 Debt Summary .................................................................................................................................................................................................... 9 Debt Maturity Schedule .................................................................................................................................................................................... 10 Leverage Ratios, Coverage Ratios and Public Debt Covenants ............................................................................................................... 11 Capital Expenditures Summary and Significant Redevelopment Information ...................................................................................... 12 Property Acquisitions and Dispositions Information Since January 1, 2022 .......................................................................................... 13 Investments in Unconsolidated Joint Ventures ............................................................................................................................................ 14 Calculation and Reconciliation of NOI and Cash Basis NOI ...................................................................................................................... 15 Reconciliation and Calculation of Same Property NOI and Same Property Cash Basis NOI .............................................................. 16 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre ....................................................................................................................... 17 Calculation of FFO, Normalized FFO and CAD ........................................................................................................................................... 18 PORTFOLIO INFORMATION Summary Same Property Results .................................................................................................................................................................... 19 Occupancy and Leasing Summary ................................................................................................................................................................. 20 Tenant Diversity and Credit Characteristics.................................................................................................................................................. 21 Tenants Representing 1% or More of Total Annualized Rental Income .................................................................................................. 22 Lease Expiration Schedule ............................................................................................................................................................................... 23 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS ......................................................................................................................... 24 WARNING CONCERNING FORWARD-LOOKING STATEMENTS ............................................................................................................................. 26 Please refer to Non-GAAP Financial Measures and Certain Definitions for terms used throughout this document. Unless otherwise noted, all data presented in this supplemental operating and financial data report excludes three properties, which are encumbered by $82.0 million of mortgage notes, owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 14 for information regarding these joint ventures and related mortgage notes.


 
Supplemental Q4 2022 3 The Company: Office Properties Income Trust, or OPI, we, our, or us, is a real estate investment trust, or REIT, focused on owning and leasing high quality office properties to tenants with high credit quality characteristics in select, growth-oriented U.S. markets. The majority of our properties are office buildings. OPI is included in 153 market indices and comprises more than 1% of the following indices as of December 31, 2022: Invesco S&P SmallCap High Dividend Low Volatility ETF INAV Index (XSHDIV), BI North America Office REIT Valuation Peers (BROFFRTV), Bloomberg Real Estate Investment Trust Mid Cap Index (BBREMIDC), Invesco KBW Premium Yield Equity REIT ETF INAV Index (KBWYIV), Invesco S&P SmallCap Low Volatility ETF INAV Index (XSLVIV), Invesco S&P SmallCap 600 Pure Value ETF INAV Index (RZVIV), Hoya Capital High Dividend Yield Index (GTR) (RIET), Bloomberg Reit Office Property Index (BBREOFPY) and Invesco S&P SmallCap Financials ETF INAV Index (PSCFIV). Management: OPI is managed by The RMR Group (Nasdaq: RMR). RMR is an alternative asset management company that is focused on commercial real estate and related businesses. RMR primarily provides management services to publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of December 31, 2022, RMR had over $37 billion of real estate assets under management and the combined RMR managed companies had more than $16 billion of annual revenues, nearly 2,100 properties and over 38,000 employees. We believe that being managed by RMR is a competitive advantage for OPI because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services if we were self managed. RETURN TO TABLE OF CONTENTS Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (617) 219-1440 Stock Exchange Listing: Nasdaq Trading Symbols: Common Shares: OPI Senior Unsecured Notes due 2050: OPINL Snapshot (as of December 31, 2022): Total properties: 160 Rentable sq. ft.: 21.0 million Percent leased: 90.6% Company Profile


 
Supplemental Q4 2022 4 Board of Trustees Donna D. Fraiche Barbara D. Gilmore John L. Harrington Independent Trustee Independent Trustee Independent Trustee William A. Lamkin Elena B. Poptodorova Jeffrey P. Somers Independent Trustee Lead Independent Trustee Independent Trustee Mark A. Talley Jennifer B. Clark Adam D. Portnoy Independent Trustee Managing Trustee Chair of the Board & Managing Trustee Executive Officers Christopher J. Bilotto Matthew C. Brown President and Chief Operating Officer Chief Financial Officer and Treasurer Contact Information Investor Relations Inquiries Office Properties Income Trust Financial, investor and media inquiries should be directed to: Two Newton Place Kevin Barry, Director, Investor Relations, 255 Washington Street, Suite 300 at (617) 219-1410 or kbarry@opireit.com Newton, MA 02458-1634 (617) 219-1410 ir@opireit.com www.opireit.com Investor Information RETURN TO TABLE OF CONTENTS Atlanta, GA


 
Supplemental Q4 2022 5 Equity Research Coverage B. Riley Securities, Inc. BofA Securities Bryan Maher Camille Bonnel bmaher@brileyfin.com camille.bonnel@bofa.com (646) 885-5423 (416) 369-2140 Morgan Stanley RBC Capital Markets Ronald Kamdem Michael Carroll ronald.kamdem@morganstanley.com michael.carroll@rbccm.com (212) 296-8319 (440) 715-2649 Rating Agencies Moody's Investors Service S&P Global Lori Marks Alan Zigman lori.marks@moodys.com alan.zigman@spglobal.com (212) 553-0376 (416) 507-2556 OPI is followed by the analysts and its credit is rated by the rating agencies listed on this page. Please note that any opinions, estimates or forecasts regarding OPI’s performance made by these analysts or agencies do not represent opinions, forecasts or predictions of OPI or its management. OPI does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies. Research Coverage Issuer Ratings: Moody's: Ba1 S&P Global: BBB- RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 6 As of and for the Three Months Ended As of 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 Selected Balance Sheet Data: Capitalization: Total gross assets $ 4,541,435 $ 4,507,422 $ 4,578,277 $ 4,703,791 $ 4,737,595 Total common shares (at end of period) 48,565,644 Total assets $ 3,979,977 $ 3,968,986 $ 4,062,658 $ 4,197,693 $ 4,241,683 Closing price (at end of period) $ 13.35 Total liabilities $ 2,593,642 $ 2,562,821 $ 2,647,208 $ 2,740,611 $ 2,744,974 Equity market capitalization (at end of period) $ 648,351 Total shareholders' equity $ 1,386,335 $ 1,406,165 $ 1,415,450 $ 1,457,082 $ 1,496,709 Debt (principal balance) 2,457,000 Total market capitalization $ 3,105,351 Selected Income Statement Data: Rental income $ 127,922 $ 137,683 $ 141,316 $ 147,354 $ 147,287 Liquidity: Net income (loss) $ 6,390 $ 16,964 $ (16,056) $ (13,407) $ 16,945 Cash and cash equivalents $ 12,249 NOI $ 84,617 $ 85,546 $ 92,416 $ 96,481 $ 92,379 Availability under $750,000 unsecured revolving credit facility 555,000 Adjusted EBITDAre $ 79,479 $ 79,957 $ 86,422 $ 91,241 $ 86,304 FFO $ 55,186 $ 53,802 $ 58,622 $ 62,722 $ 62,567 Total liquidity $ 567,249 Normalized FFO $ 54,495 $ 53,802 $ 58,923 $ 62,722 $ 58,083 Rolling four quarter CAD $ 126,701 $ 159,550 $ 162,355 $ 158,363 $ 155,009 Per Common Share Data (basic and diluted): Net income (loss) $ 0.13 $ 0.35 $ (0.33) $ (0.28) $ 0.35 FFO $ 1.14 $ 1.11 $ 1.21 $ 1.30 $ 1.30 Normalized FFO $ 1.13 $ 1.11 $ 1.22 $ 1.30 $ 1.20 Rolling four quarter CAD $ 2.62 $ 3.30 $ 3.36 $ 3.28 $ 3.21 Dividends: Annualized dividends paid per share during the period $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.20 Annualized dividend yield (at end of period) 16.5% 15.7% 11.0% 8.6% 8.9% Normalized FFO payout ratio 48.7% 49.5% 45.1% 42.3% 45.8% Rolling four quarter CAD payout ratio 84.0% 66.7% 65.5% 67.1% 68.5% (dollars in thousands, except per share data) RETURN TO TABLE OF CONTENTS Key Financial Data


 
Supplemental Q4 2022 7 December 31, 2022 2021 ASSETS Real estate properties: Land $ 821,238 $ 874,108 Buildings and improvements 3,114,836 3,036,978 Total real estate properties, gross 3,936,074 3,911,086 Accumulated depreciation (561,458) (495,912) Total real estate properties, net 3,374,616 3,415,174 Assets of properties held for sale 2,516 26,598 Investments in unconsolidated joint ventures 35,129 34,838 Acquired real estate leases, net 369,333 505,629 Cash and cash equivalents 12,249 83,026 Restricted cash — 1,489 Rents receivable 105,639 112,886 Deferred leasing costs, net 73,098 53,883 Other assets, net 7,397 8,160 Total assets $ 3,979,977 $ 4,241,683 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured revolving credit facility $ 195,000 $ — Senior unsecured notes, net 2,187,875 2,479,772 Mortgage notes payable, net 49,917 98,178 Liabilities of properties held for sale 73 594 Accounts payable and other liabilities 140,151 142,609 Due to related persons 6,469 6,787 Assumed real estate lease obligations, net 14,157 17,034 Total liabilities 2,593,642 2,744,974 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,565,644 and 48,425,665 shares issued and outstanding, respectively 486 484 Additional paid in capital 2,619,532 2,617,169 Cumulative net income 169,606 175,715 Cumulative common distributions (1,403,289) (1,296,659) Total shareholders’ equity 1,386,335 1,496,709 Total liabilities and shareholders’ equity $ 3,979,977 $ 4,241,683 Consolidated Balance Sheets (dollars in thousands, except per share data) RETURN TO TABLE OF CONTENTS Chelmsford, MA


 
Supplemental Q4 2022 8 Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Rental income (1) $ 127,922 $ 147,287 $ 554,275 $ 576,482 Expenses: Real estate taxes (1) 8,202 19,837 57,844 71,970 Utility expenses 6,334 6,120 27,005 25,251 Other operating expenses 28,769 28,951 110,366 105,825 Depreciation and amortization 51,571 62,503 222,564 241,494 Loss on impairment of real estate — 6,566 21,820 62,420 Acquisition and transaction related costs (2) 68 — 292 — General and administrative (3) 5,781 2,168 25,134 26,858 Total expenses 100,725 126,145 465,025 533,818 Gain on sale of real estate 3,564 24,200 11,001 78,354 Interest and other income 144 — 217 7 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,188, $2,405, $9,134 and $9,771, respectively) (24,557) (27,657) (103,480) (112,385) Gain (loss) on early extinguishment of debt 759 — 682 (14,068) Income (loss) before income tax (expense) benefit and equity in net losses of investees 7,107 17,685 (2,330) (5,428) Income tax (expense) benefit 161 97 (270) (251) Equity in net losses of investees (878) (837) (3,509) (2,501) Net income (loss) $ 6,390 $ 16,945 $ (6,109) $ (8,180) Weighted average common shares outstanding (basic) 48,334 48,243 48,278 48,195 Weighted average common shares outstanding (diluted) 48,334 48,251 48,278 48,195 Per common share amounts (basic and diluted): Net income (loss) $ 0.13 $ 0.35 $ (0.14) $ (0.17) Additional Data: General and administrative expenses / total assets (at end of period) 0.15% 0.05% 0.63% 0.63% Non-cash straight line rent adjustments included in rental income $ 3,604 $ 2,240 $ 10,830 $ 15,368 Lease value amortization included in rental income $ (195) $ (452) $ (975) $ (2,288) Lease termination fees included in rental income $ 176 $ 761 $ 7,376 $ 816 Non-cash amortization included in other operating expenses (4) $ 121 $ 121 $ 484 $ 484 Non-cash amortization included in general and administrative expenses (4) $ 151 $ 151 $ 603 $ 603 (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS (1) Includes reductions to real estate tax expense and rental income of approximately $8,229 and $8,080, respectively, resulting from a favorable real estate tax assessment received in 2022 at a property located in Chicago, IL that we acquired in June 2021. (2) Acquisition and transaction related costs consist of costs related to our evaluation of potential acquisitions, dispositions and other strategic transactions. (3) Incentive fees under our business management agreement with RMR are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income (loss). In calculating net income (loss) in accordance with GAAP, we recognize business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), we do not include such expense in the calculations of Adjusted EBITDAre or Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Net income for the three months ended December 31, 2021 includes the reversal of $4,484 of previously accrued estimated business management incentive fee expense. No incentive fees were payable under our business management agreement for the years ended December 31, 2022 and 2021. (4) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former investment in The RMR Group Inc., or RMR Inc., common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively. Consolidated Statements of Income (Loss)


 
Supplemental Q4 2022 9 Fixed vs. Variable Rate Debt Fixed 92.1% Variable 7.9% Coupon Rate (1) Interest Rate (2) Principal Balance Maturity Date Due at Maturity Years to Maturity Unsecured Floating Rate Debt: $750,000 unsecured revolving credit facility (3) (4) 5.444% 5.444% $ 195,000 7/31/2023 $ 195,000 0.6 Unsecured Fixed Rate Debt: Senior unsecured notes due 2024 4.250% 4.404% 350,000 5/15/2024 350,000 1.4 Senior unsecured notes due 2025 4.500% 4.521% 650,000 2/1/2025 650,000 2.1 Senior unsecured notes due 2026 2.650% 2.815% 300,000 6/15/2026 300,000 3.5 Senior unsecured notes due 2027 2.400% 2.541% 350,000 2/1/2027 350,000 4.1 Senior unsecured notes due 2031 3.450% 3.550% 400,000 10/15/2031 400,000 8.8 Senior unsecured notes due 2050 6.375% 6.375% 162,000 6/23/2050 162,000 27.5 Subtotal / weighted average 3.825% 3.918% 2,212,000 2,212,000 5.6 Secured Fixed Rate Debt: Mortgage debt - One property in Chicago, IL 3.700% 4.210% 50,000 6/1/2023 50,000 0.4 Total / weighted average 3.951% 4.045% $ 2,457,000 $ 2,457,000 5.1 See accompanying notes on the following page. Secured vs. Unsecured Debt Unsecured 98.0% Secured 2.0% Debt Summary As of December 31, 2022 (dollars in thousands) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 10 $195,000 $350,000 $650,000 $300,000 $350,000 $562,000$50,000 Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt 2023 2024 2025 2026 2027 2028 and thereafter $0 $200,000 $400,000 $600,000 $800,000 Year Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt Total Debt % of Total Debt 2023 $ 195,000 $ — $ 50,000 $ 245,000 10.0% 2024 — 350,000 — 350,000 14.2% 2025 — 650,000 — 650,000 26.5% 2026 — 300,000 — 300,000 12.2% 2027 — 350,000 — 350,000 14.2% 2028 and thereafter — 562,000 — 562,000 22.9% Total principal balance $ 195,000 $ 2,212,000 $ 50,000 $ 2,457,000 100.0% Percent of total principal balance 8.0% 90.0% 2.0% 100.0% RETURN TO TABLE OF CONTENTS Debt Maturity Schedule As of December 31, 2022 (dollars in thousands) (1) Reflects the interest rate stated in, or determined pursuant to, the contract terms. (2) Includes the effect of mark to market accounting for certain mortgages and discounts and premiums on senior unsecured notes. Excludes the effect of debt issuance costs amortization. (3) We are required to pay interest on borrowings under our revolving credit facility at a rate of LIBOR plus a premium of 110 basis points per annum. We also pay a facility fee of 25 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. The interest rate listed is as of December 31, 2022 and excludes the 25 basis point facility fee. In November 2022, we exercised our option to extend the maturity date of our revolving credit facility by six months to July 31, 2023. Subject to the payment of an extension fee and meeting certain other conditions, we may further extend the maturity date by one additional six month period. (4) The maximum aggregate borrowing availability under the credit agreement governing our revolving credit facility may be increased to up to $1,950,000 in certain circumstances. (5) Represents the amount, if any, outstanding under our revolving credit facility at December 31, 2022. (5)


 
Supplemental Q4 2022 11 Leverage Ratios, Coverage Ratios and Public Debt Covenants RETURN TO TABLE OF CONTENTS As of and for the Three Months Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 Leverage Ratios: Net debt / total gross assets 53.8% 53.4% 54.4% 53.4% 53.3% Net debt / gross book value of real estate assets 48.0% 47.7% 49.4% 49.1% 49.0% Secured debt / total assets 1.3% 1.8% 1.8% 2.3% 2.3% Variable rate debt / net debt 8.0% 5.6% 9.2% 0.0% 0.0% Coverage Ratios: Adjusted EBITDAre / interest expense 3.2x 3.2x 3.3x 3.3x 3.1x Net debt / rolling four quarter Adjusted EBITDAre (1) 7.3x 7.0x 7.1x 7.2x 7.2x Public Debt Covenants: Total debt / adjusted total assets (maximum 60.0%) 47.6% 47.4% 48.4% 49.2% 49.2% Secured debt / adjusted total assets (maximum 40.0%) 1.0% 1.4% 1.4% 1.8% 1.9% Consolidated income available for debt service / debt service (minimum 1.50x) 3.2x 3.2x 3.4x 3.5x 3.5x Total unencumbered assets / unsecured debt (minimum 150.0%) 210.2% 209.5% 204.9% 200.7% 200.7% (1) The ratio of net debt / annualized Adjusted EBITDAre for the three months ended December 31, 2022 was 7.7x. Atlanta, GA


 
Supplemental Q4 2022 12 For the Three Months Ended For the Year Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 Lease related costs $ 24,776 $ 17,297 $ 16,131 $ 8,664 $ 7,492 $ 66,868 Building improvements 17,323 8,585 4,702 2,783 8,545 33,393 Recurring capital expenditures 42,099 25,882 20,833 11,447 16,037 100,261 Development, redevelopment and other activities 44,552 36,811 40,302 37,524 25,327 159,189 Total capital expenditures $ 86,651 $ 62,693 $ 61,135 $ 48,971 $ 41,364 $ 259,450 Average rentable sq. ft. during period 21,090 21,851 22,716 23,106 23,273 22,120 Building improvements per average sq. ft. during period $ 0.82 $ 0.39 $ 0.21 $ 0.12 $ 0.37 $ 1.51 Capital Expenditures Summary and Significant Redevelopment Information (dollars and sq. ft. in thousands, except per sq. ft. data) RETURN TO TABLE OF CONTENTS Address Location Sq. Ft. % Pre-leased Estimated Project Costs (2) Total Costs Incurred Estimated Completion (3) 20 Massachusetts Avenue Washington, D.C. 340 (1) 54% $ 215,000 $ 148,107 Q2 2023 351, 401, 501 Elliott Ave West Seattle, WA 300 28% 162,000 48,824 Q4 2023 Total significant redevelopment projects 640 $ 377,000 $ 196,931 Significant Redevelopment Information as of December 31, 2022 (1) Upon completion of this redevelopment project, the property will contain approximately 430 rentable sq. ft. (2) Estimated project costs include future, estimated lease related costs associated with achieving stabilized occupancy that will be incurred subsequent to the estimated completion date. (3) Estimated completion date can depend on various factors, including when lease agreements are signed with tenants. Therefore, the actual completion dates may vary. Capital Expenditures Summary Sacramento, CA


 
Supplemental Q4 2022 13 Acquisitions: We have not acquired any properties since January 1, 2022. Dispositions: Date Sold Location Number of Properties Sq. Ft. Gross Sales Price Gross Sales Price Per Sq. Ft. 1/14/2022 Rockville, MD 1 129 $ 6,750 $ 52.33 2/10/2022 Chesapeake, VA 2 172 18,945 $ 110.15 3/31/2022 Milwaukee, WI 1 29 3,775 $ 130.17 5/10/2022 Holtsville, NY 1 264 28,500 $ 107.95 6/28/2022 Fairfax, VA 1 184 19,750 $ 107.34 7/11/2022 Houston, TX 1 206 9,800 $ 47.57 8/24/2022 Birmingham, AL 3 448 16,050 $ 35.83 8/29/2022 Erlanger, KY 1 86 2,600 $ 30.23 9/13/2022 Chesapeake, VA 2 214 24,000 $ 112.15 9/16/2022 Everett, WA 2 112 31,500 $ 281.25 9/16/2022 Salem, OR 1 233 34,250 $ 147.00 11/7/2022 Kapolei, HI (1) 1 109 4,000 $ 36.70 11/7/2022 Englewood, CO 1 140 11,100 $ 79.29 1/6/2023 Richmond, VA 3 89 5,350 $ 60.11 Total 21 2,415 $ 216,370 $ 89.59 Property Acquisitions and Dispositions Information Since January 1, 2022 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS (1) Property is a leasable land parcel. Ellenwood, GA


 
Supplemental Q4 2022 14 Unconsolidated Joint Ventures: Joint Venture OPI Ownership OPI Investment Number of Properties Location Sq. Ft. Occupancy Weighted Average Remaining Lease Term (1) Prosperity Metro Plaza 51% $ 19,237 2 Fairfax, VA 329 74.9% 3.1 years 1750 H Street, NW 50% 15,892 1 Washington, D.C. 115 43.7% 10.4 years Total / Weighted Average $ 35,129 3 444 66.8% 4.6 years (1) Lease term is weighted based on annualized rental income. (2) Includes the effect of interest rate protection and mark to market accounting. (3) Reflects our proportionate share of the principal debt balances based on our ownership percentage of the applicable joint venture; none of the debt is recourse to us. (4) The mortgage loan requires interest-only payments through December 2024, at which time the loan requires principal and interest payments through its maturity date. (5) Reflects our proportionate share of operating results based on our ownership percentage of the respective joint ventures. (6) Includes interest expense, net of other income. (7) Our unconsolidated joint ventures report rental income on a straight line basis over the terms of the respective leases; accordingly, rental income includes non-cash straight line rent adjustments. Rental income also includes expense reimbursements, tax escalations, parking revenues, service income and other fixed and variable charges paid to the unconsolidated joint ventures by their tenants, as well as the net effect of non- cash amortization of intangible lease assets and liabilities. Investments in Unconsolidated Joint Ventures As of December 31, 2022 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Results of Operations - Unconsolidated Joint Ventures: (5) For the Three Months Ended December 31, 2022 For the Year Ended December 31, 2022 Prosperity Metro Plaza 1750 H Street, NW Total Prosperity Metro Plaza 1750 H Street, NW Total Equity in losses $ (349) $ (529) $ (878) $ (1,384) $ (2,125) $ (3,509) Depreciation and amortization 663 126 789 2,568 490 3,058 Other expenses, net (6) 262 149 411 1,027 614 1,641 NOI 576 (254) 322 2,211 (1,021) 1,190 Lease value amortization included in rental income (7) (1) — (1) (4) — (4) Non-cash straight line rent adjustments included in rental income (7) (70) (42) (112) (165) (56) (221) Cash Basis NOI $ 505 $ (296) $ 209 $ 2,042 $ (1,077) $ 965 Distributions received / (contributions) paid by OPI $ — $ (937) $ (937) $ 51 $ (3,851) $ (3,800) Outstanding Unconsolidated Debt: Joint Venture OPI Ownership Interest Rate (2) Maturity Date Principal Balance Annualized Debt Service Principal Balance at Maturity OPI Share of Principal Balance (3) Prosperity Metro Plaza (4) 51% 4.090% 12/1/2029 $ 50,000 $ 2,045 $ 45,246 $ 25,500 1750 H Street, NW 50% 3.690% 8/1/2024 32,000 1,181 32,000 16,000 Total / Weighted Average 3.934% $ 82,000 $ 3,226 $ 77,246 $ 41,500


 
Supplemental Q4 2022 15 For the Three Months Ended For the Year Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 Calculation of NOI and Cash Basis NOI: Rental income $ 127,922 $ 137,683 $ 141,316 $ 147,354 $ 147,287 $ 554,275 $ 576,482 Property operating expenses (43,305) (52,137) (48,900) (50,873) (54,908) (195,215) (203,046) NOI 84,617 85,546 92,416 96,481 92,379 359,060 373,436 Non-cash straight line rent adjustments included in rental income (3,604) (1,765) (2,775) (2,686) (2,240) (10,830) (15,368) Lease value amortization included in rental income 195 204 233 343 452 975 2,288 Lease termination fees included in rental income (176) (83) (2,175) (4,942) (761) (7,376) (816) Non-cash amortization included in property operating expenses (1) (121) (121) (121) (121) (121) (484) (484) Cash Basis NOI $ 80,911 $ 83,781 $ 87,578 $ 89,075 $ 89,709 $ 341,345 $ 359,056 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net income (loss) $ 6,390 $ 16,964 $ (16,056) $ (13,407) $ 16,945 $ (6,109) $ (8,180) Equity in net losses of investees 878 952 833 846 837 3,509 2,501 Income tax expense (benefit) (161) 90 (190) 531 (97) 270 251 Income (loss) before income tax expense (benefit) and equity in net losses of investees 7,107 18,006 (15,413) (12,030) 17,685 (2,330) (5,428) (Gain) loss on early extinguishment of debt (759) — 77 — — (682) 14,068 Interest expense 24,557 24,969 26,515 27,439 27,657 103,480 112,385 Interest and other income (144) (56) (16) (1) — (217) (7) (Gain) loss on sale of real estate (3,564) (16,925) 11,637 (2,149) (24,200) (11,001) (78,354) General and administrative 5,781 6,564 7,083 5,706 2,168 25,134 26,858 Acquisition and transaction related costs 68 — 224 — — 292 — Loss on impairment of real estate — — 4,773 17,047 6,566 21,820 62,420 Depreciation and amortization 51,571 52,988 57,536 60,469 62,503 222,564 241,494 NOI 84,617 85,546 92,416 96,481 92,379 359,060 373,436 Non-cash amortization included in property operating expenses (1) (121) (121) (121) (121) (121) (484) (484) Lease termination fees included in rental income (176) (83) (2,175) (4,942) (761) (7,376) (816) Lease value amortization included in rental income 195 204 233 343 452 975 2,288 Non-cash straight line rent adjustments included in rental income (3,604) (1,765) (2,775) (2,686) (2,240) (10,830) (15,368) Cash Basis NOI $ 80,911 $ 83,781 $ 87,578 $ 89,075 $ 89,709 $ 341,345 $ 359,056 (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. Calculation and Reconciliation of NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 16 For the Three Months Ended For the Year Ended 12/31/2022 12/31/2021 12/31/2022 12/31/2021 Reconciliation of NOI to Same Property NOI: Rental income $ 127,922 $ 147,287 $ 554,275 $ 576,482 Property operating expenses (43,305) (54,908) (195,215) (203,046) NOI 84,617 92,379 359,060 373,436 Less: NOI of properties not included in same property results 458 (7,556) (43,901) (52,823) Same Property NOI $ 85,075 $ 84,823 $ 315,159 $ 320,613 Calculation of Same Property Cash Basis NOI: Same Property NOI $ 85,075 $ 84,823 $ 315,159 $ 320,613 Add: Lease value amortization included in rental income 195 357 1,456 2,016 Less: Non-cash straight line rent adjustments included in rental income (3,606) (2,442) (9,445) (14,059) Lease termination fees included in rental income (176) (127) (3,641) (55) Non-cash amortization included in property operating expenses (1) (109) (98) (422) (371) Same Property Cash Basis NOI $ 81,379 $ 82,513 $ 303,107 $ 308,144 (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in other operating expenses. Reconciliation and Calculation of Same Property NOI and Same Property Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS Westford, MA


 
Supplemental Q4 2022 17 For the Three Months Ended For the Year Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 Net income (loss) $ 6,390 $ 16,964 $ (16,056) $ (13,407) $ 16,945 $ (6,109) $ (8,180) Add (less): Interest expense 24,557 24,969 26,515 27,439 27,657 103,480 112,385 Income tax expense (benefit) (161) 90 (190) 531 (97) 270 251 Depreciation and amortization 51,571 52,988 57,536 60,469 62,503 222,564 241,494 EBITDA 82,357 95,011 67,805 75,032 107,008 320,205 345,950 Add (less): Loss on impairment of real estate — — 4,773 17,047 6,566 21,820 62,420 (Gain) loss on sale of real estate (3,564) (16,925) 11,637 (2,149) (24,200) (11,001) (78,354) Distributions received from unconsolidated joint ventures — — — 51 153 51 612 Equity in losses of unconsolidated joint ventures 878 952 833 846 837 3,509 2,501 EBITDAre 79,671 79,038 85,048 90,827 90,364 334,584 333,129 Add (less): Acquisition and transaction related costs 68 — 224 — — 292 — General and administrative expense paid in common shares (1) 499 919 1,073 414 424 2,905 2,868 Business management incentive fees (2) — — — — (4,484) — — (Gain) loss on early extinguishment of debt (759) — 77 — — (682) 14,068 Adjusted EBITDAre $ 79,479 $ 79,957 $ 86,422 $ 91,241 $ 86,304 $ 337,099 $ 350,065 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre (dollars in thousands) (1) Amounts represent equity based compensation to our Trustees, our officers and certain other employees of RMR. (2) For more information regarding business management incentive fees, see footnote (3) on page 8. RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 18 For the Three Months Ended For the Year Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 Net income (loss) $ 6,390 $ 16,964 $ (16,056) $ (13,407) $ 16,945 $ (6,109) $ (8,180) Add (less): Depreciation and amortization: Consolidated properties 51,571 52,988 57,536 60,469 62,503 222,564 241,494 Unconsolidated joint venture properties 789 775 732 762 753 3,058 3,427 Loss on impairment of real estate — — 4,773 17,047 6,566 21,820 62,420 (Gain) loss on sale of real estate (3,564) (16,925) 11,637 (2,149) (24,200) (11,001) (78,354) FFO 55,186 53,802 58,622 62,722 62,567 230,332 220,807 Add (less): Acquisition and transaction related costs 68 — 224 — — 292 — (Gain) loss on early extinguishment of debt (759) — 77 — — (682) 14,068 Business management incentive fees (1) — — — — (4,484) — — Normalized FFO 54,495 53,802 58,923 62,722 58,083 229,942 234,875 Add (less): Non-cash expenses (2) (1,464) (640) (192) (465) (251) (2,761) 985 Distributions from unconsolidated joint ventures — — — 51 153 51 612 Depreciation and amortization - unconsolidated joint ventures (789) (775) (732) (762) (753) (3,058) (3,427) Equity in net losses of investees 878 952 833 846 837 3,509 2,501 Loss on early extinguishment of debt settled in cash — — — — — — (4,374) Non-cash straight line rent adjustments included in rental income (3,604) (1,765) (2,775) (2,686) (2,240) (10,830) (15,368) Lease value amortization included in rental income 195 204 233 343 452 975 2,288 Net amortization of debt premiums, discounts and issuance costs 2,188 2,176 2,366 2,404 2,405 9,134 9,771 Recurring capital expenditures (42,099) (25,882) (20,833) (11,447) (16,037) (100,261) (72,854) CAD $ 9,800 $ 28,072 $ 37,823 $ 51,006 $ 42,649 $ 126,701 $ 155,009 Weighted average common shares outstanding (basic) 48,334 48,286 48,249 48,243 48,243 48,278 48,195 Weighted average common shares outstanding (diluted) 48,334 48,286 48,249 48,243 48,251 48,278 48,195 Per common share amounts (basic and diluted): Net income (loss) $ 0.13 $ 0.35 $ (0.33) $ (0.28) $ 0.35 $ (0.14) $ (0.17) FFO $ 1.14 $ 1.11 $ 1.21 $ 1.30 $ 1.30 $ 4.77 $ 4.58 Normalized FFO $ 1.13 $ 1.11 $ 1.22 $ 1.30 $ 1.20 $ 4.76 $ 4.87 CAD $ 0.20 $ 0.58 $ 0.78 $ 1.06 $ 0.88 $ 2.62 $ 3.22 (1) For more information regarding business management incentive fees, see footnote (3) on page 8. (2) Non-cash expenses include equity based compensation, adjustments recorded to capitalize interest expense and amortization of the liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former investment in RMR Inc. common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively. Calculation of FFO, Normalized FFO and CAD (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 19 For the Three Months Ended For the Year Ended 12/31/2022 12/31/2021 12/31/2022 12/31/2021 Properties (end of period) 152 152 149 149 Rentable sq. ft. 19,956 19,941 19,006 19,001 Percent leased 93.7% 93.8% 93.5% 93.7% Rental income $ 127,462 $ 134,025 $ 484,943 $ 477,801 Same Property NOI $ 85,075 $ 84,823 $ 315,159 $ 320,613 Same Property Cash Basis NOI $ 81,379 $ 82,513 $ 303,107 $ 308,144 Same Property NOI % margin 66.7% 63.3% 65.0% 67.1% Same Property Cash Basis NOI % margin 65.7% 62.6% 64.0% 66.2% Same Property NOI % change 0.3% (1.7%) Same Property Cash Basis NOI % change (1.4%) (1.6%) Summary Same Property Results (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Washington, D.C.


 
Supplemental Q4 2022 20 As of and for the Three Months Ended As of and for the Year Ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 Properties (end of period) (1) 160 162 172 174 178 160 Rentable sq. ft. (1) 20,969 21,211 22,491 22,941 23,271 20,969 Percentage leased 90.6% 90.7% 89.4% 88.8% 89.5% 90.6% Leasing Activity (sq. ft.): New leases 3 223 126 236 270 588 Renewals 702 383 553 336 432 1,974 Total 705 606 679 572 702 2,562 % Change in GAAP Rent: (2) New leases 0.0% 59.1% 8.7% 6.7% (4.9%) 28.3% Renewals (7.1%) 0.2% 4.0% 3.8% 6.3% (1.2%) Total (6.7%) 21.6% 4.9% 5.1% 4.0% 5.6% Weighted Average Lease Term by Sq. Ft. (years): New leases 5.0 9.9 8.3 10.4 11.5 9.7 Renewals 10.1 5.5 9.4 10.9 2.5 9.2 Total 10.1 7.2 9.2 10.7 6.0 9.3 Leasing Cost and Concession Commitments: New leases $ 213 $ 33,957 $ 11,199 $ 26,855 $ 8,543 $ 72,224 Renewals 60,076 9,056 26,170 5,893 3,795 101,195 Total $ 60,289 $ 43,013 $ 37,369 $ 32,748 $ 12,338 $ 173,419 Leasing Cost and Concession Commitments per Sq. Ft.: New leases $ 92.00 $ 152.13 $ 89.01 $ 113.66 $ 31.68 $ 122.91 Renewals $ 85.55 $ 23.66 $ 47.36 $ 17.56 $ 8.78 $ 51.28 Total $ 85.57 $ 70.98 $ 55.08 $ 57.26 $ 17.57 $ 67.72 Leasing Cost and Concession Commitments per Sq. Ft. per Year: New leases $ 18.40 $ 15.33 $ 10.79 $ 10.94 $ 2.75 $ 12.63 Renewals $ 8.44 $ 4.27 $ 5.05 $ 1.61 $ 3.54 $ 5.60 Total $ 8.46 $ 9.92 $ 6.00 $ 5.36 $ 2.95 $ 7.29 (1) Includes one leasable land parcel for periods prior to December 31, 2022. (2) Percent difference in prior rents charged for same space or, in the case of space acquired vacant, market rental rates for similar space in the building at the date of acquisition. Rents include estimated recurring expense reimbursements paid to us, exclude lease value amortization and are net of lease concessions. Occupancy and Leasing Summary (dollars and sq. ft. in thousands, except per sq. ft. data) This leasing summary is based on leases entered during the periods indicated. RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 21 Investment Grade 62.7% Non-Investment Grade 7.6% Not Rated 29.7% Percentage of Total Annualized Rental Income Tenant Credit Characteristics ( 4 ) (3) Tenant Industry Tenant Diversity and Credit Characteristics As of December 31, 2022 RETURN TO TABLE OF CONTENTS (1) Total Government: 34.9% (1) (1) Includes state governments and municipalities. Kansas City, MO US Government: 19.7% Other Government: 8.8% Government Contractors: 6.4% Real Estate & Financial: 16.7% Technology & Communications: 15.5% Legal & Other Professional Services: 11.5% Manufacturing & Transportation: 10.6% Life Sciences and Medical: 3.2% Food: 2.5% Hospitality: 2.1% Energy Services: 1.0% Other: 2.0% (1)


 
Supplemental Q4 2022 22 Tenant Credit Rating Sq. Ft. % of Leased Sq. Ft. Annualized Rental Income % of Total Annualized Rental Income 1 U.S. Government Investment Grade 3,894 20.5% $ 107,158 19.7% 2 Alphabet Inc. (Google) Investment Grade 386 2.0% 21,192 3.9% 3 Shook, Hardy & Bacon L.L.P. Not Rated 596 3.1% 19,336 3.6% 4 IG Investments Holdings LLC Not Rated 338 1.8% 16,788 3.1% 5 State of California Investment Grade 519 2.7% 15,865 2.9% 6 Bank of America Corporation Investment Grade 577 3.0% 15,765 2.9% 7 Commonwealth of Massachusetts Investment Grade 311 1.6% 12,260 2.3% 8 CareFirst Inc. Not Rated 207 1.1% 11,498 2.1% 9 Tyson Foods, Inc. Investment Grade 248 1.3% 11,042 2.0% 10 Sonesta International Hotels Corporation (1) Not Rated 230 1.2% 10,745 2.0% 11 Northrop Grumman Corporation Investment Grade 337 1.8% 10,639 2.0% 12 CommScope Holding Company Inc. Non Investment Grade 228 1.2% 9,370 1.7% 13 Sonoma Biotherapeutics, Inc. (2) Not Rated 84 0.4% 7,468 1.4% 14 State of Georgia Investment Grade 308 1.6% 7,383 1.4% 15 PNC Bank Investment Grade 441 2.3% 6,924 1.3% 16 Micro Focus International plc Non Investment Grade 215 1.1% 6,905 1.3% 17 Compass Group plc Investment Grade 267 1.4% 6,703 1.2% 18 ServiceNow, Inc. Investment Grade 149 0.8% 6,637 1.2% 19 Allstate Insurance Co. Investment Grade 468 2.5% 6,479 1.2% 20 Leidos Holdings Inc. Investment Grade 159 0.8% 6,117 1.1% 21 Automatic Data Processing, Inc. Investment Grade 289 1.5% 6,087 1.1% 22 Church & Dwight Co., Inc. Investment Grade 250 1.3% 6,037 1.1% 23 Primerica, Inc. Investment Grade 344 1.8% 5,442 1.0% 10,845 56.8% $ 333,840 61.5% Tenants Representing 1% or More of Total Annualized Rental Income As of December 31, 2022 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Houston, TX (1) In June 2021, we entered into a 30-year lease with Sonesta International Hotels Corporation, or Sonesta. The lease relates to the redevelopment of a property we own in Washington, D.C to 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 second quarter of 2023. (2) In August 2022, we entered into an approximately 10-year lease with Sonoma Biotherapeutics, Inc. The lease is at a property we own in Seattle, WA that is currently undergoing redevelopment. The term of the lease is estimated to commence in the fourth quarter of 2023. Plantation, FL


 
Supplemental Q4 2022 23 Year (1) Number of Leases Expiring Leased Square Feet Expiring % of Total Leased Square Feet Expiring Cumulative % of Total Leased Square Feet Expiring Annualized Rental Income Expiring % of Total Annualized Rental Income Expiring Cumulative % of Total Annualized Rental Income Expiring 2023 74 1,886 9.9% 9.9% $ 61,049 11.2% 11.2% 2024 49 3,030 15.9% 25.8% 79,893 14.7% 25.9% 2025 42 1,959 10.3% 36.1% 41,510 7.6% 33.5% 2026 36 1,489 7.8% 43.9% 39,702 7.3% 40.8% 2027 35 2,055 10.8% 54.7% 52,078 9.6% 50.4% 2028 18 1,294 6.8% 61.5% 47,017 8.6% 59.0% 2029 20 760 4.0% 65.5% 23,308 4.3% 63.3% 2030 23 852 4.5% 70.0% 25,279 4.6% 67.9% 2031 15 876 4.6% 74.6% 24,494 4.5% 72.4% 2032 and thereafter 45 4,803 25.4% 100.0% 149,694 27.6% 100.0% Total 357 19,004 100.0% $ 544,024 100.0% Weighted average remaining lease term (in years) 6.2 6.6 (1) The year of lease expiration is pursuant to current contract terms. Lease Expiration Schedule As of December 31, 2022 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Houston, TX


 
Supplemental Q4 2022 24 Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC, including NOI, Cash Basis NOI, Same Property NOI, Same Property Cash Basis NOI, EBITDA, EBITDAre, Adjusted EBITDAre, FFO, Normalized FFO and CAD. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties. NOI and Cash Basis NOI The calculations of net operating income, or NOI, and Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI and Cash Basis NOI as shown on page 15 and Same Property NOI and Same Property Cash Basis NOI as shown on page 16. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We define Cash Basis NOI as NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fees, if any, and non-cash amortization included in other operating expenses. We calculate Same Property NOI and Same Property Cash Basis NOI in the same manner that we calculate the corresponding NOI and Cash Basis NOI amounts, except that we only include same properties in calculating Same Property NOI and Same Property Cash Basis NOI. We use NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI differently than we do. EBITDA, EBITDAre and Adjusted EBITDAre We calculate earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown on page 17. EBITDAre is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets and adjustments to reflect our share of EBITDAre of our unconsolidated joint ventures. In calculating Adjusted EBITDAre, we adjust for the items shown on page 17 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do. FFO and Normalized FFO We calculate funds from operations, or FFO, and Normalized FFO as shown on page 18. FFO is calculated on the basis defined by Nareit, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown on page 18 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. Cash Available for Distribution We calculate cash available for distribution, or CAD, as shown on page 18. We define CAD as Normalized FFO minus recurring real estate related capital expenditures and adjusted for other non-cash and non-recurring items and certain amounts excluded from Normalized FFO but settled in cash. CAD is among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other real estate companies and REITs may calculate CAD differently than we do. Non-GAAP Financial Measures and Certain Definitions RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 25 Adjusted total assets and total unencumbered assets include the original cost of real estate assets calculated in accordance with GAAP before impairment writedowns, if any, and exclude depreciation and amortization, accounts receivable and intangible assets. Annualized dividend yield is the annualized dividend per share paid during the period divided by the closing price of our common shares at the end of the period. Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of December 31, 2022, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. Cap rate represents the ratio of (x) annual straight line rental income, excluding the impact of above and below market lease amortization, based on existing leases at the acquisition date, less estimated annual property operating expenses as of the date of the acquisition, excluding depreciation and amortization expense, to (y) the acquisition purchase price. Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, loss on asset impairment, gains and losses on early extinguishment of debt, gains and losses on sales of properties and equity in earnings of unconsolidated joint ventures and including distributions from our unconsolidated joint ventures, if any, determined together with debt service for the period presented. Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue. GAAP is U.S. generally accepted accounting principles. Gross book value of real estate assets is real estate properties at cost, plus certain acquisition costs, if any, before depreciation and purchase price allocations, less impairment writedowns, if any. Gross sales price is equal to the gross contract price and excludes closing costs. Investment grade tenants 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. Tenants contributing 52.8% of annualized rental income as of December 31, 2022 were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 9.9% of annualized rental income as of December 31, 2022 were subsidiaries of an investment grade rated parent (although these parent entities are not liable for the payment of rents). 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 tenant inducements. Leased square feet is pursuant to leases existing as of December 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 footage measurements are subject to changes when space is remeasured or reconfigured for new tenants. Leasing cost and concession commitments include commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. Net debt is total debt less cash. Percent leased includes (i) space being fitted out for 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. Purchase price represents the gross purchase price, including assumed debt, if any, and excludes acquisition related costs and purchase price adjustments and allocations. Rentable square feet represents total square feet available for lease as of the measurement date. Square footage measurements are subject to changes when space is remeasured or reconfigured for new tenants. Rolling four quarter CAD represents CAD for the preceding twelve month period as of the respective quarter end date. Same properties for the three months ended December 31, 2022 is based on properties we owned continuously since October 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. Same properties for the year ended December 31, 2022 is 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. Same property cash basis NOI % margin is Same Property Cash Basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straightline rent adjustments, the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any. Same property NOI % margin is Same Property NOI as a percentage of rental income. Total debt represents the outstanding principal balance as of the date reported. Total gross assets is total assets plus accumulated depreciation. Weighted average remaining lease term is the average remaining lease term in years weighted based on annualized rental income. Non-GAAP Financial Measures and Certain Definitions (Continued) RETURN TO TABLE OF CONTENTS


 
Supplemental Q4 2022 26 This supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. Warning Concerning Forward-Looking Statements RETURN TO TABLE OF CONTENTS Atlanta, GA