EX-99.4 10 opi_123118x10kxex994.htm EXHIBIT 99.4 Exhibit
Exhibit 99.4

SELECT INCOME REIT
Index to Financial Statements

 
 
 
 
    
Page
 
 
 
The following consolidated financial statements of Select Income REIT are included on the pages indicated:
 
 
 
 




Report of Independent Auditors

To the Trustees and Shareholders of Office Properties Income Trust

We have audited the accompanying consolidated financial statements of Select Income REIT (the Company), which comprise the consolidated balance sheets as of September 30, 2018 and December 31, 2017, and the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for the nine months ended September 30, 2018 and for each of the two years in the period ended December 31, 2017, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.  

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Select Income REIT at September 30, 2018 and December 31, 2017, and the consolidated results of its operations and its cash flows for the nine months ended September 30, 2018 and for each of the two years in the period ended December 31, 2017 in conformity with U.S. generally accepted accounting principles.

Adoption of ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for investments in equity securities in the period ended September 30, 2018 as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” effective January 1, 2018. Our opinion is not modified with respect to this matter.


/s/ Ernst & Young LLP


Boston, Massachusetts
February 28, 2019


F- 1


SELECT INCOME REIT
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
 
 
September 30,
 
December 31,
 
 
2018
    
2017
ASSETS
 
 
 
 
Real estate properties:
 
 
 
 
Land
 
$
1,057,197

 
$
1,041,767

Buildings and improvements
 
3,238,661

 
3,178,098

 
 
4,295,858

 
4,219,865

Accumulated depreciation
 
(369,252
)
 
(314,249
)
 
 
3,926,606

 
3,905,616

Properties held for sale
 
15,289

 
5,829

Acquired real estate leases, net
 
433,947

 
477,577

Cash and cash equivalents
 
25,982

 
658,719

Restricted cash
 
403

 
178

Rents receivable, including straight line rents of $121,770 and $122,010, respectively, net of allowance for doubtful accounts of $2,227 and $1,396, respectively
 
131,642

 
127,672

Deferred leasing costs, net
 
14,568

 
14,295

Other assets, net
 
173,062

 
113,144

Total assets
 
$
4,721,499

 
$
5,303,030

 
 


 


LIABILITIES AND SHAREHOLDERS' EQUITY
 


 


Unsecured revolving credit facility
 
$
108,000

 
$

ILPT revolving credit facility
 
380,000

 
750,000

Unsecured term loan, net
 

 
348,870

Senior unsecured notes, net
 
1,430,688

 
1,777,425

Mortgage notes payable, net
 
210,624

 
210,785

Accounts payable and other liabilities
 
92,626

 
101,352

Assumed real estate lease obligations, net
 
62,176

 
68,783

Rents collected in advance
 
21,626

 
15,644

Security deposits
 
9,370

 
8,346

Due to related persons
 
26,749

 
30,006

Total liabilities
 
2,341,859

 
3,311,211

 
 


 


Commitments and contingencies
 


 


 
 


 


Shareholders' equity:
 


 


Shareholders' equity attributable to SIR:
 
 
 
 
Common shares of beneficial interest, $.01 par value: 125,000,000 shares authorized; 89,550,528 and 89,487,371 shares issued and outstanding, respectively
 
896

 
895

Additional paid in capital
 
2,312,724

 
2,180,896

Cumulative net income
 
634,849

 
508,213

Cumulative other comprehensive income
 
863

 
52,665

Cumulative common distributions
 
(887,776
)
 
(750,850
)
Total shareholders' equity attributable to SIR
 
2,061,556

 
1,991,819

Noncontrolling interest in consolidated subsidiary
 
318,084

 

Total shareholders' equity
 
2,379,640

 
1,991,819

Total liabilities and shareholders' equity
 
$
4,721,499

 
$
5,303,030

 
The accompanying notes are an integral part of these consolidated financial statements.


F- 2


SELECT INCOME REIT
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, except per share data)
 
 
Nine Months Ended
 
 
 
 
 
 
September 30,
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
REVENUES:
 
 
 
 
 
 
Rental income
 
$
298,003

 
$
392,285

 
$
387,015

Tenant reimbursements and other income
 
60,514

 
75,818

 
74,992

Total revenues
 
358,517

 
468,103

 
462,007


 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
Real estate taxes
 
36,748

 
44,131

 
42,879

Other operating expenses
 
43,714

 
55,567

 
52,957

Depreciation and amortization
 
105,326

 
137,672

 
133,762

Acquisition and transaction related costs
 
3,796

 
1,075

 
306

General and administrative
 
47,353

 
54,909

 
28,632

Write-off of straight line rents receivable, net
 
10,626

 
12,517

 

Loss on asset impairment
 

 
4,047

 

Loss on impairment of real estate assets
 
9,706

 
229

 
5,484

Total expenses
 
257,269

 
310,147

 
264,020

 
 
 
 
 
 
 
Gain on sale of real estate
 
4,075

 

 

Dividend income
 
1,190

 
1,587

 
1,268

Unrealized gain on equity securities
 
53,159

 

 

Interest income
 
753

 
91

 
30

Interest expense (including net amortization of debt issuance costs, premiums and discounts of $5,245, $6,182 and $5,508, respectively)
 
(69,446
)
 
(92,870
)
 
(82,620
)
Loss on early extinguishment of debt
 
(1,192
)
 

 

Income before income tax expense and equity in earnings of an investee
 
89,787

 
66,764

 
116,665

Income tax expense
 
(446
)
 
(466
)
 
(448
)
Equity in earnings of an investee
 
882

 
608

 
137

Net income
 
90,223

 
66,906

 
116,354

Net income allocated to noncontrolling interest
 
(15,841
)
 

 
(33
)
Net income attributed to SIR
 
$
74,382

 
$
66,906

 
$
116,321

 
 
 
 
 
 
 
Net income
 
$
90,223

 
$
66,906

 
$
116,354

Other comprehensive income:
 
 
 
 
 
 
Unrealized gain on equity securities
 

 
31,419

 
39,814

Unrealized gain on interest rate swap
 
362

 
313

 
93

Equity in unrealized gain of an investee
 
90

 
461

 
152

Other comprehensive income
 
452

 
32,193

 
40,059

Comprehensive income
 
90,675

 
99,099

 
156,413

Comprehensive income allocated to noncontrolling interest
 
(15,841
)
 

 
(33
)
Comprehensive income attributed to SIR
 
$
74,834

 
$
99,099

 
$
156,380

 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
 
89,395

 
89,351

 
89,304

Weighted average common shares outstanding - diluted
 
89,411

 
89,370

 
89,324

 
 
 
 
 
 
 
Net income attributed to SIR per common share - basic and diluted
 
$
0.83

 
$
0.75

 
$
1.30


The accompanying notes are an integral part of these consolidated financial statements.

F- 3


SELECT INCOME REIT
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative
 
 
 
Shareholders'
 
Noncontrolling
 
 
 
 
Number of
 
 
 
Additional
 
Cumulative
 
Other
 
Cumulative
 
Equity
 
Interest in
 
Total
 
 
Common
 
Common
 
Paid In
 
Net
 
Comprehensive
 
Common
 
Attributable
 
Consolidated
 
Shareholders'
 
 
Shares
 
Shares
 
Capital
 
Income
 
Income (Loss)
 
Distributions
 
to SIR
 
Subsidiary
 
Equity
Balance at December 31, 2015
 
89,374,029

 
$
894

 
$
2,178,477

 
$
324,986

 
$
(19,587
)
 
$
(387,810
)
 
$
2,096,960

 
$

 
$
2,096,960

Net income
 

 

 

 
116,321

 

 

 
116,321

 

 
116,321

Share grants
 
65,900

 

 
1,523

 

 

 

 
1,523

 

 
1,523

Share repurchases
 
(12,060
)
 

 
(331
)
 

 

 

 
(331
)
 

 
(331
)
Other comprehensive income
 

 

 

 

 
40,059

 

 
40,059

 

 
40,059

Distributions to common shareholders
 

 

 

 

 

 
(180,570
)
 
(180,570
)
 

 
(180,570
)
Balance at December 31, 2016
 
89,427,869

 
894

 
2,179,669

 
441,307

 
20,472

 
(568,380
)
 
2,073,962

 

 
2,073,962

Net income
 

 

 

 
66,906

 

 

 
66,906

 

 
66,906

Share grants
 
72,850

 
1

 
1,536

 

 

 

 
1,537

 

 
1,537

Share repurchases
 
(13,348
)
 

 
(309
)
 

 

 

 
(309
)
 

 
(309
)
Other comprehensive income
 

 

 

 

 
32,193

 

 
32,193

 

 
32,193

Distributions to common shareholders
 

 

 

 

 

 
(182,470
)
 
(182,470
)
 

 
(182,470
)
Balance at December 31, 2017
 
89,487,371

 
895

 
2,180,896

 
508,213

 
52,665

 
(750,850
)
 
1,991,819

 

 
1,991,819

Cumulative adjustment upon adoption of ASU No. 2016-01
 

 

 

 
52,254

 
(52,254
)
 

 

 

 

Balance at January 1, 2018
 
89,487,371

 
895

 
2,180,896

 
560,467

 
411

 
(750,850
)
 
1,991,819

 

 
1,991,819

Net income
 

 

 

 
74,382

 

 

 
74,382

 
15,841

 
90,223

Share grants
 
76,700

 
1

 
1,086

 

 

 

 
1,087

 
967

 
2,054

Share repurchases
 
(13,063
)
 

 
(283
)
 

 

 

 
(283
)
 

 
(283
)
Forfeited share grants
 
(480
)
 

 

 

 

 

 

 

 

Issuance of shares of subsidiary, net
 

 

 
131,025

 

 

 

 
131,025

 
313,284

 
444,309

Other comprehensive income
 

 

 

 

 
452

 

 
452

 

 
452

Distributions to common shareholders
 

 

 

 

 

 
(136,926
)
 
(136,926
)
 

 
(136,926
)
Distributions to noncontrolling interest
 

 

 

 

 

 

 

 
(12,008
)
 
(12,008
)
Balance at September 30, 2018
 
89,550,528

 
$
896

 
$
2,312,724

 
$
634,849

 
$
863

 
$
(887,776
)
 
$
2,061,556

 
$
318,084

 
$
2,379,640


The accompanying notes are an integral part of these consolidated financial statements.


F- 4


SELECT INCOME REIT
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
 
 
Nine Months Ended
 
 
 
 
 
 
September 30,
 
Year Ended December 31,
 
 
2018
    
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
Net income
 
$
90,223

 
$
66,906

 
$
116,354

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation
 
61,162

 
80,239

 
78,151

Net amortization of debt issuance costs, premiums and discounts
 
5,245

 
6,182

 
5,508

Amortization of acquired real estate leases and assumed real estate lease obligations
 
41,331

 
54,061

 
52,691

Amortization of deferred leasing costs
 
1,440

 
1,591

 
1,413

Write-off of straight line rents and provision for losses on rents receivable
 
11,509

 
13,104

 
496

Straight line rental income
 
(9,994
)
 
(20,969
)
 
(24,744
)
Impairment losses
 
9,706

 
4,276

 
5,484

Loss on early extinguishment of debt
 
1,192

 

 

Gain on sale of real estate
 
(4,075
)
 

 

Other non-cash expenses, net
 
155

 
(651
)
 
(607
)
Unrealized gain on equity securities
 
(53,159
)
 

 

Equity in earnings of an investee
 
(882
)
 
(608
)
 
(137
)
Change in assets and liabilities:
 
 
 
 
 
 
Rents receivable
 
(5,485
)
 
543

 
(534
)
Deferred leasing costs
 
(1,677
)
 
(5,239
)
 
(4,485
)
Other assets
 
(1,285
)
 
(3,042
)
 
(883
)
Accounts payable and other liabilities
 
(8,208
)
 
3,934

 
(572
)
Rents collected in advance
 
5,982

 
(3,171
)
 
2,520

Security deposits
 
1,024

 
198

 
42

Due to related persons
 
(3,257
)
 
25,531

 
735

Net cash provided by operating activities
 
140,947

 
222,885

 
231,432

 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
Real estate acquisitions
 
(95,078
)
 
(117,468
)
 
(18,046
)
Real estate improvements
 
(16,630
)
 
(15,162
)
 
(8,862
)
Proceeds from sale of real estate, net
 
9,394

 

 

Net cash used in investing activities
 
(102,314
)
 
(132,630
)
 
(26,908
)
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
Proceeds from issuance of common shares in subsidiary, net
 
444,309

 

 

Proceeds from issuance of senior unsecured notes, net of discounts
 

 
345,394

 

Repayments of mortgage notes payable
 
(54
)
 
(34,223
)
 
(40,525
)
Borrowings under revolving credit facilities
 
342,000

 
1,012,000

 
205,000

Repayments of revolving credit facilities
 
(604,000
)
 
(589,000
)
 
(181,000
)
Payment of debt issuance costs
 
(4,183
)
 
(4,921
)
 

Repayment of unsecured term loan
 
(350,000
)
 

 

Repayment of senior unsecured notes
 
(350,000
)
 

 

Distributions to common shareholders
 
(136,926
)
 
(182,470
)
 
(180,570
)
Repurchase of common shares
 
(283
)
 
(309
)
 
(331
)
Purchase of noncontrolling interest
 

 

 
(3,908
)
Distributions to noncontrolling interest
 
(12,008
)
 

 
(66
)
Net cash (used in) provided by in financing activities
 
(671,145
)
 
546,471

 
(201,400
)
 
 
 
 
 
 
 
(Decrease) increase in cash, cash equivalents and restricted cash
 
(632,512
)
 
636,726

 
3,124

Cash, cash equivalents and restricted cash at beginning of period
 
658,897

 
22,171

 
19,047

Cash, cash equivalents and restricted cash at end of period
 
$
26,385

 
$
658,897

 
$
22,171

The accompanying notes are an integral part of these consolidated financial statements.

F- 5


SELECT INCOME REIT
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
 
 
Nine Months
 
 
 
 
 
 
Ended
 
 
 
 
 
 
September 30,
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
SUPPLEMENTAL DISCLOSURES:
 
 
 
 
 
 
Interest paid
 
$
76,142

 
$
84,589

 
$
76,930

Income taxes paid
 
$
421

 
$
348

 
$
428


SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows:

 
 
As of
 
 
 
 
 
 
September 30,
 
As of December 31,
 
 
2018
 
2017
 
2016
Cash and cash equivalents
 
$
25,982

 
$
658,719

 
$
22,127

Restricted cash
 
403

 
178

 
44

Total cash, cash equivalents and restricted cash shown in the statements of cash flows
 
$
26,385

 
$
658,897

 
$
22,171


The accompanying notes are an integral part of these consolidated financial statements.


F- 6


SELECT INCOME REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
Note 1. Organization

The consolidated financial statements of Select Income REIT, and the following notes thereto, are presented as of September 30, 2018 and refer to and include data for Select Income REIT, or SIR, we, us or our, at September 30, 2018. References to “SIR,” “we,” “us,” and “our” refer to and include data for Select Income REIT and its consolidated subsidiaries, including Industrial Logistics Properties Trust and its consolidated subsidiaries, or ILPT, at September 30, 2018 unless the context indicates otherwise.

The consolidated financial statements of Select Income REIT do not give effect to the various transactions consummated after September 30, 2018, including, without limitation, that certain merger consummated on December 31, 2018, pursuant to which SIR merged with and into GOV MS REIT, a Maryland real estate trust, with GOV MS REIT continuing as the surviving entity, as further described below.

Select Income REIT is a real estate investment trust, or REIT, that was organized under Maryland law in 2011. As of September 30, 2018, our consolidated portfolio included 368 buildings, leasable land parcels and easements with approximately 45,754,000 rentable square feet.

Industrial Logistics Properties Trust

On January 17, 2018, ILPT, our then wholly owned subsidiary, completed an initial public offering, or the ILPT IPO, and listing on The Nasdaq Stock Market LLC, or Nasdaq, of 20,000,000 of its common shares of beneficial interest, or the ILPT common shares. ILPT intends to qualify for taxation as a REIT under the Internal Revenue Code of 1986, as amended, or the IRC, for U.S. federal income tax purposes, commencing with its taxable year ending December 31, 2018 and to maintain such qualification thereafter. Upon the completion of the ILPT IPO, ILPT owned 266 of our consolidated buildings leasable land parcels and easements with a combined 28,540,000 rentable square feet, consisting of 226 buildings, leasable land parcels and easements with approximately 16,834,000 rentable square feet located on the island of Oahu, HI, and 40 industrial buildings with approximately 11,706,000 rentable square feet located in 24 other states, or collectively, ILPT's Initial Properties. Following the ILPT IPO, most of our 100% owned properties were office properties. As of September 30, 2018, we continued to own 45,000,000 ILPT common shares, or approximately 69.2% of the outstanding ILPT common shares. We accounted for the sale of the ILPT common shares in the ILPT IPO in accordance with Accounting Standards Codification Topic 810, Consolidation, and concluded that we retained control under the voting interest model given our ownership percentage in ILPT; therefore, ILPT remained one of our consolidated subsidiaries following the ILPT IPO and for all subsequent periods presented in our consolidated financial statements to which these notes relate. The difference between the net book value of the ILPT common shares that were sold in the ILPT IPO and the share price paid for those shares is treated as an increase to additional paid in capital. The 30.8% portion of ILPT that is not controlled by us, or the noncontrolling interest, is presented as a separate component of equity in our consolidated balance sheets. In addition, net income attributable to the noncontrolling interest is calculated based on the 30.8% of ILPT common shares not owned by us and is presented separately in our consolidated statements of comprehensive income. See Note 12 for additional information regarding the ILPT IPO.

On December 27, 2018, we distributed all 45,000,000 ILPT common shares we then owned to our shareholders of record as of the close of business on December 20, 2018, or the ILPT Distribution.


F- 7


Merger with Government Properties Income Trust (now known as Office Properties Income Trust)

On September 14, 2018, we, Government Properties Income Trust (now known as Office Properties Income Trust, or OPI), a Maryland real estate investment trust and OPI’s wholly owned subsidiary, GOV MS REIT, a Maryland real estate investment trust, or Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which we agreed to merge with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger, or the Merger. At the time we entered the Merger Agreement, OPI owned 24,918,421 of our common shares, or 27.8% of our then outstanding common shares.

On October 9, 2018, OPI sold all 24,918,421 of our common shares it then owned pursuant to an underwritten public offering, or the Secondary Sale, at a price of $18.25 per share, raising net proceeds of $435,125 after deducting underwriting discounts and offering expenses, including costs and expenses incurred by us and our affiliates.

Both the Secondary Sale and the ILPT Distribution were contemplated by the Merger Agreement.

The Merger was effective on December 31, 2018. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, OPI issued to our shareholders 1.04 of OPI common shares for each common share of us issued and outstanding immediately prior to the effective time of the Merger (other than our common shares held by us or any of our or OPI’s wholly owned subsidiaries), with cash paid in lieu of fractional shares and any of our outstanding unvested common share awards under our 2012 Equity Compensation Plan, or the 2012 Plan, were converted into awards under OPI’s equity compensation plan, subject to substantially similar vesting requirements and other terms and conditions, of a number of OPI common shares determined by multiplying the number of unvested common shares of us subject to such award by 1.04 (rounded down to the nearest whole number). Also on December 31, 2018, following the Merger, Merger Sub merged with and into OPI, with OPI as the surviving entity and OPI changed its name to “Office Properties Income Trust.” Effective January 1, 2019, the ticker symbol for OPI common shares was changed to “OPI.” OPI’s common shares continue to be traded on Nasdaq.

Upon consummation of the Merger, we terminated our business and property management agreements with The RMR Group LLC, or RMR LLC, for convenience. RMR LLC waived its right to receive payment of the termination fee otherwise due as a result of our termination, pursuant to the terms of the letter agreement we entered into with RMR LLC on September 14, 2018.

On December 31, 2018, in connection with the Merger, OPI assumed all of the principal and interest on all of our outstanding $400,000 aggregate principal amount of 3.60% Senior Notes due 2020, $300,000 aggregate principal amount of 4.15% Senior Notes due 2022, $350,000 aggregate principal amount of 4.250% Senior Notes due 2024, $400,000 aggregate principal amount of 4.50% Senior Notes due 2025 and $161,772 aggregate principal amount of mortgage debt.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation. These consolidated financial statements include our accounts and the accounts of our subsidiaries, which are 100% owned or controlled directly or indirectly by us. The portion of a consolidated subsidiary that is not controlled by us, or the noncontrolling interest, is presented as a separate component of equity in our consolidated balance sheets and separately as net income allocated to noncontrolling interest in our consolidated statements of comprehensive income. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.

Real Estate Properties. We record our properties at cost, and we calculate depreciation on real estate investments on a straight line basis over estimated useful lives generally ranging from seven to 40 years. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives.

We allocate the purchase prices of our properties to land, building and improvements based on determinations of the fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers. We allocate a portion of the purchase price to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. The terms of below market leases that include bargain renewal options, if any, are further adjusted if we determine that renewal to be probable. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of

F- 8


purchase. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to the accompanying consolidated financial statements.

We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases. Such amortization resulted in changes to rental income of $1,615, $2,054 and $1,732 during the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively. We amortize the value of acquired in place leases (included in acquired real estate leases, net in our consolidated balance sheets), exclusive of the value of above market and below market acquired in place leases, or lease origination value, over the terms of the associated leases. Such amortization, which is included in depreciation and amortization expense, totaled $42,946, $56,115 and $54,422 during the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively. If a lease is terminated prior to its stated expiration, we write off the unamortized amounts relating to that lease.

At September 30, 2018 and December 31, 2017, our acquired real estate leases and assumed real estate lease obligations were as follows:

 
 
September 30, 2018
 
December 31, 2017
Acquired real estate leases:
 
 
 
 
Capitalized above market lease values
 
$
92,117

 
$
92,887

Less: accumulated amortization
 
(35,586
)
 
(31,364
)
Capitalized above market lease values, net
 
56,531

 
61,523

 
 
 
 
 
Lease origination value
 
597,095

 
598,927

Less: accumulated amortization
 
(219,679
)
 
(182,873
)
Lease origination value, net
 
377,416

 
416,054

Acquired real estate leases, net
 
$
433,947

 
$
477,577

 
 
 
 
 
Assumed real estate lease obligations:
 
 
 
 
Capitalized below market lease values
 
$
106,778

 
$
107,290

Less: accumulated amortization
 
(44,602
)
 
(38,507
)
Assumed real estate lease obligations, net
 
$
62,176

 
$
68,783


As of September 30, 2018, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 11.4 years, 8.1 years, and 9.8 years, respectively. Future amortization of net intangible acquired real estate lease assets and liabilities to be recognized over the current terms of the associated leases as of September 30, 2018 are estimated to be $13,776 for the period from October 1, 2018 to December 31, 2018, $53,615 in 2019, $51,292 in 2020, $50,486 in 2021, $48,808 in 2022, $41,232 in 2023 and $112,562 thereafter. 

We recognize impairment losses on real estate investments when indicators of impairment are present and the estimated undiscounted cash flow from our real estate investments is less than the carrying amount of such real estate investments. Impairment indicators may include declining tenant occupancy, lack of progress releasing vacant space, tenant bankruptcies, low long term prospects for improvement in property performance, weak or declining tenant profitability, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of a property. We review our properties for impairment quarterly, or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If indicators of impairment are present, we evaluate the carrying value of the related property by comparing it to the expected future undiscounted cash flows expected to be generated from that property. If the sum of these expected future undiscounted cash flows is less than the carrying value, we reduce the net carrying value of the property to its estimated fair value. The determination of undiscounted cash flow includes consideration of many factors including income to be earned from the investment, holding costs (exclusive of interest), estimated selling prices, and prevailing economic and market conditions.

F- 9



Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash. Restricted cash consists of amounts escrowed for future capital expenditures as required by certain of our mortgage debts.

Deferred Leasing Costs. Deferred leasing costs include capitalized brokerage, legal and other fees associated with the successful negotiation of leases, which are amortized to depreciation and amortization expense on a straight line basis over the terms of the respective leases. Deferred leasing costs totaled $20,116 and $18,808 at September 30, 2018 and December 31, 2017, respectively, and accumulated amortization of deferred leasing costs totaled $5,548 and $4,513 at September 30, 2018 and December 31, 2017, respectively. Included in deferred leasing costs at September 30, 2018, was $65 of estimated costs associated with leases under negotiation. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of September 30, 2018, are estimated to be $594 for the period from October 1, 2018 to December 31, 2018, $2,091 in 2019, $2,067 in 2020, $1,918 in 2021, $1,636 in 2022, $1,305 in 2023 and $4,957 thereafter.

Debt Issuance Costs. Debt issuance costs include capitalized issuance costs related to borrowings, which are amortized to interest expense over the terms of the respective loans. Debt issuance costs, net of accumulated amortization, for our and ILPT's revolving credit facilities are included in other assets in our consolidated balance sheets. Debt issuance costs, net of accumulated amortization, for our unsecured term loan and senior unsecured notes are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of September 30, 2018 and December 31, 2017, debt issuance costs for our and ILPT's revolving credit facilities were $11,818 and $7,634, respectively, and accumulated amortization of debt issuance costs for our and ILPT's revolving credit facilities were $6,292 and $4,142, respectively. As of September 30, 2018 and December 31, 2017, debt issuance costs, net of accumulated amortization for our senior unsecured notes were $7,123 and $8,470, respectively. As of December 31, 2017, debt issuance costs, net of accumulated amortization, for our unsecured term loan were $1,130. Future amortization of debt issuance costs to be recognized with respect to our loans and notes as of September 30, 2018, are estimated to be $1,153 for the period from October 1, 2018 to December 31, 2018, $3,649 in 2019, $2,700 in 2020, $2,698 in 2021, $898 in 2022, $906 in 2023 and $645 thereafter.

Equity securities. As of September 30, 2018, we owned 1,586,836 shares of class A common stock of The RMR Group Inc., or RMR Inc. Our equity securities are recorded at fair value based on their quoted market price at the end of the reporting period. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. Prior to January 1, 2018, unrealized gains and losses on available for sale securities were recorded as a component of cumulative other comprehensive income (loss) in shareholders’ equity. As further described in Note 12, we initially acquired 3,166,891 shares of class A common stock of RMR Inc. on June 5, 2015 for cash and share consideration of $35,954. We concluded, for accounting purposes, that the cash and share consideration we paid for our investment in these shares represented a discount to the fair value of these shares. We initially accounted for this investment under the cost method of accounting and recorded this investment at its estimated fair value of $81,850 as of June 5, 2015 using Level 3 inputs, as defined in the fair value hierarchy under U.S. generally accepted accounting principles, or GAAP. As a result, we recorded a liability for the amount by which the estimated fair value of these shares exceeded the price we paid for these shares. This liability is included in accounts payable and other liabilities in our consolidated balance sheets. A part of this liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to our business management and property management fee expense. We amortized $1,672, $2,230 and $2,230 of this liability during the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively. These amounts are included in the net business management and property management fee amounts for such periods. As of September 30, 2018, the remaining unamortized amount of this liability was $38,498. Future amortization of this liability as of September 30, 2018, is estimated to be $558 for the period from October 1, 2018 to December 31, 2018, $2,230 for each of the years from 2019 through 2023 and $26,790 thereafter.

Other Assets. Other assets consist primarily of deposits on potential acquisitions, our investments in RMR Inc. and Affiliates Insurance Company, or AIC, debt issuance costs on our and ILPT's revolving credit facilities, prepaid real estate taxes and other prepaid expenses. We account for our investment in AIC using the equity method of accounting. Significant influence is present through common representation on the boards of trustees or directors of us and AIC. One of our Managing Trustees, Adam D. Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. RMR Inc. is the managing member of our manager, RMR LLC. Mr. Portnoy is also a managing director and president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David M. Blackman, our other Managing Trustee and our President and Chief Executive Officer, and each of our other officers, also serve as executive officers of RMR LLC. RMR LLC also provides

F- 10


management and administrative services to AIC, and each of our Trustees is a director of AIC. See Notes 7 and 12 for further information regarding our investments in RMR Inc. and AIC.

We evaluate our equity method investments to determine if there are any events or circumstances (impairment indicators) that are likely to have a significant adverse effect on the fair value of the investment. Fair value estimates consider all available financial information related to the investee. Examples of such impairment indicators include, but are not limited to: a significant deterioration in earnings performance; a significant adverse change in the regulatory or economic environment of an investee; or a significant doubt about an investee’s ability to continue as a going concern. If an impairment indicator is identified, an estimate of the fair value of the investment is compared to its carrying value. If the fair value of the investment is less than its carrying value, a determination is made as to whether the related impairment is other than temporary. For other than temporary impairments, an impairment loss equal to the difference between the investment’s carrying value and its fair value is recognized in earnings to adjust the basis of the investment to its fair value.

Derivative Instruments and Hedging Activities. We account for our derivative instruments at fair value. Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument. The change in fair value of the effective portion of the derivative instrument that is not designated as a hedge or that does not meet the hedge accounting criteria are recorded as a gain or loss to operations.

Revenue Recognition. Rental income from operating leases is recognized on a straight line basis over the lives of lease agreements. We defer the recognition of contingent rental income, such as percentage rents, until the specific targets that trigger the contingent rental income are achieved. Contingent rental income recognized for the nine months ended September 30, 2018, and the years ended December 31, 2017 and 2016, totaled $941, $650, and $846, respectively. Tenant reimbursements and other income include property level operating expenses and capital expenditures reimbursed by our tenants as well as other incidental revenues. Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These costs, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for these costs under their respective lease defaults on its lease or it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation.

Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of certain tenants to make payments required under their leases. The computation of the allowance is based on the tenants’ payment histories and current credit profiles, as well as other considerations.

Income Taxes. We have elected to be taxed as a REIT under the IRC, and, accordingly, we generally will not be subject to federal income taxes provided we distribute our taxable income and meet certain other requirements to qualify as a REIT. We are, however, subject to certain state and local taxes.

Cumulative Other Comprehensive Income. Cumulative other comprehensive income consists of changes in the fair value of our interest rate derivative and, prior to the adoption of ASU 2016-01 on January 1, 2018, unrealized gains and losses related to our investments in RMR Inc. and AIC.

Use of Estimates. Preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes. The actual results could differ from these estimates. Significant estimates in the consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and the assessments of the carrying values and impairments of long lived assets.

Net Income Per Common Share. We calculate basic earnings per common share by dividing net income attributed to SIR by the weighted average number of common shares outstanding during the period. We calculate diluted net income per share using the more dilutive of the two class method or the treasury stock method.

Segment Information. As of September 30, 2018, we had two operating segments: properties 100% owned by SIR and properties owned by ILPT.

Reclassifications. Reclassifications have been made to the prior years' consolidated financial statements to conform to the current year's presentation.

New Accounting Pronouncements. On January 1, 2018, we adopted FASB ASU No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers, which outlines a comprehensive model for entities to

F- 11


use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach. The adoption of ASU No. 2014-09 did not have a material impact on the amount or timing of our revenue recognition in our consolidated financial statements.

On January 1, 2018, we adopted FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $51,413 from cumulative other comprehensive income to cumulative net income. We also reclassified $841 from cumulative other comprehensive income to cumulative net income for our share of cumulative other comprehensive income of our equity method investee. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01.

On January 1, 2018, we adopted FASB ASU No. 2016-18, Restricted Cash, which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statements of cash flows. This update also requires a reconciliation of the totals in the statements of cash flows to the related captions in the balance sheets. As a result, amounts included in restricted cash in our consolidated balance sheets are presented with cash and cash equivalents and restricted cash in the consolidated statements of cash flows. The implementation of ASU No. 2016-18 resulted in a decrease of $1,127 to net cash provided by operating activities for the year ended December 31, 2016. The adoption of this update did not change our balance sheet presentation.

Note 3. Real Estate Properties

As of September 30, 2018, we owned 368 buildings, leasable land parcels and easements with approximately 45,754,000 rentable square feet, including 269 buildings, leasable land parcels and easements with approximately 29,216,000 rentable square feet owned by ILPT. During the periods presented in these financial statements, no single tenant accounted for more than 10% of our total revenues.

In connection with the ILPT IPO, on September 29, 2017, we contributed ILPT's Initial Properties to ILPT. In connection with ILPT’s formation and this contribution, ILPT issued to us 45,000,000 of its common shares and a non-interest bearing demand note for $750,000, or the ILPT Demand Note, and ILPT assumed three mortgage notes totaling $63,069 as of September 30, 2017, that were secured by three of ILPT's Initial Properties. In December 2017, ILPT paid to us the entire principal amount outstanding under the ILPT Demand Note with initial borrowings under its revolving credit facility, and we prepaid on ILPT’s behalf two of the mortgage notes totaling $14,319 that had encumbered two of ILPT's Initial Properties.

2018 Acquisitions:

During the nine months ended September 30, 2018, ILPT acquired three properties with a combined 666,173 rentable square feet for an aggregate purchase price of $93,578, including acquisition related costs of $1,253. These acquisitions were accounted for as acquisitions of assets and these properties are included in our ILPT segment. We allocated the purchase prices of these acquisitions based on the estimated fair values of the acquired assets as follows:

 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
Acquired
 
 
 
 
Number of
 
Square
 
Purchase
 
 
 
Buildings and
 
Real Estate
Date
 
Location
 
Properties
 
Feet
 
Price
 
Land
 
Improvements
 
Leases
June 2018
 
Doral, FL (1)
 
1
 
240,283

 
$
43,326

 
$
15,225

 
$
28,101

 
$

September 2018
 
Carlisle, PA
 
1
 
205,090

 
20,451

 
3,299

 
15,515

 
1,637

September 2018
 
Upper Marlboro, MD
 
1
 
220,800

 
29,801

 
5,296

 
21,833

 
2,672

 
 
 
 
3
 
666,173

 
$
93,578

 
$
23,820

 
$
65,449

 
$
4,309


(1) This property was acquired and simultaneously leased back to the seller.


F- 12


In October 2018, ILPT acquired a land parcel adjacent to a property it owns located in Ankeny, IA for a purchase price of $450, excluding acquisition related costs. This land parcel will be used for a 194,000 square foot expansion for the existing tenant at such property.

Also in October 2018, ILPT acquired a multi-tenant, net leased property located in Maple Grove, MN with approximately 319,000 rentable square feet for a purchase price of $27,700, excluding acquisition related costs.

2018 Dispositions:

In August 2018, we sold a 100% owned vacant land parcel in Kapolei, HI with 417,610 rentable square feet for $10,300, excluding closing costs, resulting in a net gain of $4,075.

In September 2018, we accepted offers to sell a 100% owned vacant land parcel in Kapolei, HI with 416,956 rentable square feet and a 100% owned vacant office building in Hanover, PA with 502,300 rentable square feet. We recorded a loss on impairment of real estate assets for the property in Hanover, PA of $9,706 in September 2018 to reduce its carrying value from $21,450 to its estimated fair value less costs to sell of $11,744. As of September 30, 2018, both of these properties were classified as held for sale in our consolidated balance sheets and included in continuing operations in our consolidated statements of comprehensive income.

2017 Acquisitions:

On January 13, 2017, we acquired a land parcel adjacent to one of our properties, included in our ILPT segment, located in McAlester, OK for $281, including $55 of acquisition related costs. In September 2017, we substantially completed the development of a 35,000 square foot expansion for the tenant at our McAlester, OK property which is located on this adjacent parcel.

During the year ended December 31, 2017, we also acquired three properties included in our SIR segment with a combined 648,017 rentable square feet for an aggregate purchase price of $117,187, including acquisition related costs of $729. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices of these acquisitions based on the estimated fair values of the acquired assets as follows:
 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
Acquired
 
 
 
 
Number of
 
Square
 
Purchase
 
 
 
Buildings and
 
Real Estate
Date
 
Location
 
Properties
 
Feet
 
Price 
 
Land
 
Improvements
 
Leases
April 2017
 
Norfolk, VA
 
1
 
288,662

 
$
55,506

 
$
4,497

 
$
32,505

 
$
18,504

May 2017
 
Houston, TX
 
1
 
84,150

 
20,459

 
887

 
12,594

 
6,978

July 2017
 
Indianapolis, IN
 
1
 
275,205

 
41,222

 
3,279

 
25,200

 
12,743

 
 
 
 
3
 
648,017

 
$
117,187

 
$
8,663

 
$
70,299

 
$
38,225


2017 Dispositions:

In June 2017, we entered an agreement to sell an office building included in our SIR segment located in Maynard, MA with 287,037 rentable square feet. We recorded a loss on impairment of real estate assets of $229 in June 2017 to reduce its carrying value from $17,489 to its estimated fair value less costs to sell of $17,260. In July 2017, the prospective buyer of the property in Maynard, MA terminated that purchase agreement and we determined this property no longer met the criteria to be classified as held for sale and accordingly, we reclassified the carrying amount to held and used in operations.

2016 Acquisitions:

On February 29, 2016, we acquired the remaining 11.0% interest we did not own in a joint venture interest in an office building, included in our SIR segment, containing approximately 344,000 square feet located in Duluth, GA. We paid $3,908 for this 11.0% ownership interest. Following this acquisition, we own 100% of this office building.

During the year ended December 31, 2016, we also acquired two properties included in our SIR segment, located in Huntsville, AL and Richmond, VA with a combined 107,657 rentable square feet for an aggregate purchase price of $17,960, excluding acquisition related costs. The Huntsville, AL acquisition was accounted for as an asset acquisition and the Richmond, VA acquisition was accounted for as a business combination. We allocated the purchase prices of these acquisitions based on the estimated fair values of the acquired assets and assumed liabilities as follows:

F- 13



 
 
 
 
 
 
Rentable
 
 
 
 
 
 
 
Acquired
 
 
 
 
Number of
 
Square
 
Purchase
 
 
 
Buildings and
 
Real Estate
Date
 
Location
 
Properties
 
Feet
 
Price (1)
 
Land
 
Improvements
 
Leases
July 2016
 
Huntsville, AL (2)
 
1
 
57,420

 
$
10,200

 
$
1,652

 
$
8,548

 
$

October 2016
 
Richmond, VA
 
1
 
50,237

 
7,760

 
1,270

 
4,824

 
1,666

 
 
 
 
2
 
107,657

 
$
17,960

 
$
2,922

 
$
13,372

 
$
1,666


(1)
Purchase price excludes acquisition related costs.
(2)
This property was acquired and simultaneously leased back to the seller. We accounted for this acquisition as an asset acquisition and capitalized acquisition related costs of $86 related to this transaction.

2016 Impairment:

During the year ended December 31, 2016, we recorded an impairment charge of $5,484 to reduce the carrying value of one property located in Maynard, MA from $23,484 to its estimated fair value of $18,000.

2018 Tenant Improvements and Leasing Costs:

We committed $1,533 for expenditures related to tenant improvements and leasing costs for approximately 967,000 square feet of leases executed during the nine months ended September 30, 2018. Committed but unspent tenant related obligations based on existing leases as of September 30, 2018, were $23,814.  

Future Minimum Lease Payments:

The future minimum lease payments scheduled to be received by us during the current terms of our leases as of September 30, 2018 are as follows:

 
 
Minimum
 
 
Lease
Year
 
Payment
2018 (October 1, 2018 to December 31, 2018)
 
$
96,792

2019
 
384,274

2020
 
385,358

2021
 
378,599

2022
 
364,893

2023
 
325,160

Thereafter
 
1,713,143

 
 
$
3,648,219



F- 14


Note 4. Segment Information

In this Note 4, references to SIR refer to SIR and its consolidated subsidiaries, excluding ILPT.

As of September 30, 2018, we had two operating segments: properties 100% owned by SIR (primarily net leased office properties) and properties owned by ILPT (primarily industrial and logistics properties).
 
 
For the Nine Months Ended September 30, 2018
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
REVENUES:
 
 
 
 
 
 
 
 
Rental income
 
$
194,533

 
$
103,470

 
$

 
$
298,003

Tenant reimbursements and other income
 
43,528

 
16,986

 

 
60,514

Total revenues
 
238,061

 
120,456

 

 
358,517

 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Real estate taxes
 
22,639

 
14,109

 

 
36,748

Other operating expenses
 
34,064

 
9,650

 

 
43,714

Depreciation and amortization
 
84,411

 
20,915

 

 
105,326

Acquisition and transaction related costs
 

 

 
3,796

 
3,796

General and administrative
 

 

 
47,353

 
47,353

Write-off of straight line rents receivable, net
 
10,626

 

 

 
10,626

Loss on impairment of real estate assets
 
9,706

 

 

 
9,706

Total expenses
 
161,446

 
44,674

 
51,149

 
257,269

 
 
 
 
 
 
 
 
 
Gain on sale of real estate
 
4,075

 

 

 
4,075

Dividend income
 

 

 
1,190

 
1,190

Unrealized gain on equity securities
 

 

 
53,159

 
53,159

Interest income
 

 

 
753

 
753

Interest expense
 
(4,393
)
 
(1,251
)
 
(63,802
)
 
(69,446
)
Loss on early extinguishment of debt
 

 

 
(1,192
)
 
(1,192
)
Income (loss) before income tax expense and equity in earnings of an investee
 
76,297

 
74,531

 
(61,041
)
 
89,787

Income tax expense
 

 

 
(446
)
 
(446
)
Equity in earnings of an investee
 

 

 
882

 
882

Net income (loss)
 
76,297

 
74,531

 
(60,605
)
 
90,223

Net income allocated to noncontrolling interest
 

 

 
(15,841
)
 
(15,841
)
Net income (loss) attributed to SIR
 
$
76,297

 
$
74,531

 
$
(76,446
)
 
$
74,382

 
 
 
 
 
 
 
 
 
 
 
At September 30, 2018
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
Total assets
 
$
3,042,049

 
$
1,489,094

 
$
190,356

 
$
4,721,499



F- 15


 
 
For the Year Ended December 31, 2017
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
REVENUES:
 


 
 
 
 
 
 
Rental income
 
$
257,459

 
$
134,826

 
$

 
$
392,285

Tenant reimbursements and other income
 
54,138

 
21,680

 

 
75,818

Total revenues
 
311,597

 
156,506

 

 
468,103

 
 
 
 
 
 
 
 
 
EXPENSES:
 
 
 
 
 
 
 
 
Real estate taxes
 
26,263

 
17,868

 

 
44,131

Other operating expenses
 
44,654

 
10,913

 

 
55,567

Depreciation and amortization
 
110,357

 
27,315

 

 
137,672

Acquisition and transaction related costs
 

 

 
1,075

 
1,075

General and administrative
 

 

 
54,909

 
54,909

Write-off of straight line rents receivable, net
 
12,517

 

 

 
12,517

Loss on asset impairment
 
4,047

 

 

 
4,047

Loss on impairment of real estate assets
 
229

 

 

 
229

Total expenses
 
198,067

 
56,096

 
55,984

 
310,147

 
 
 
 
 
 
 
 
 
Dividend income
 

 

 
1,587

 
1,587

Interest income
 

 

 
91

 
91

Interest expense
 
(6,332
)
 
(2,259
)
 
(84,279
)
 
(92,870
)
Income (loss) before income tax expense and equity in earnings of an investee
 
107,198

 
98,151

 
(138,585
)
 
66,764

Income tax expense
 

 

 
(466
)
 
(466
)
Equity in earnings of an investee
 

 

 
608

 
608

Net income (loss)
 
$
107,198

 
$
98,151

 
$
(138,443
)
 
$
66,906

 
 
 
 
 
 
 
 
 
 
 
At December 31, 2017
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
Total assets
 
$
3,128,182

 
$
1,405,592

 
$
769,256

 
$
5,303,030




F- 16


 
 
For the Year Ended December 31, 2016
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
REVENUES:
 


 
 
 
 
 
 
Rental income
 
$
254,497

 
$
132,518

 
$

 
$
387,015

Tenant reimbursements and other income
 
54,200

 
20,792

 

 
74,992

Total revenues
 
308,697

 
153,310

 

 
462,007

 
 
 
 
 
 
 
 
 
EXPENSES:
 


 
 
 
 
 
 
Real estate taxes
 
25,675

 
17,204

 

 
42,879

Other operating expenses
 
42,364

 
10,593

 

 
52,957

Depreciation and amortization
 
106,688

 
27,074

 

 
133,762

Acquisition and transaction related costs
 

 

 
306

 
306

General and administrative
 

 

 
28,632

 
28,632

Loss on impairment of real estate assets
 
5,484

 

 

 
5,484

Total expenses
 
180,211

 
54,871

 
28,938

 
264,020

 
 


 
 
 
 
 
 
Dividend income
 

 

 
1,268

 
1,268

Interest income
 

 

 
30

 
30

Interest expense
 
(7,431
)
 
(2,262
)
 
(72,927
)
 
(82,620
)
Income (loss) before income tax expense and equity in earnings of an investee
 
121,055

 
96,177

 
(100,567
)
 
116,665

Income tax expense
 

 

 
(448
)
 
(448
)
Equity in earnings of an investee
 

 

 
137

 
137

Net income (loss)
 
121,055

 
96,177

 
(100,878
)
 
116,354

Net income allocated to noncontrolling interest
 
(33
)
 

 

 
(33
)
Net income (loss) attributed to SIR
 
$
121,022

 
$
96,177

 
$
(100,878
)
 
$
116,321

 
 
 
 
 
 
 
 
 
 
 
At December 31, 2016
 
 
SIR
 
ILPT
 
Corporate
 
Consolidated
Total assets
 
$
3,120,475

 
$
1,422,335

 
$
96,872

 
$
4,639,682


Note 5. Derivatives and Hedging Activities

We are exposed to certain risks relating to our ongoing business operations, including the effect of changes in interest rates. We use derivative instruments to manage only a part of our interest rate risk. We have an interest rate swap agreement to manage our interest rate risk exposure on a $40,946 mortgage note due 2020, with interest payable at a rate equal to LIBOR plus a premium.

We record all derivatives on our balance sheet at fair value. The following table summarizes the terms of our outstanding interest rate swap agreement, which we designate as a cash flow hedge:

 
 
 
 
 
 
 
 
 
 
 
 
Fair Value
 
 
 
 
Notional
 
 
 
 
 
 
 
of Asset
 
 
 
 
Amount as of
 
Interest
 
Effective
 
Maturity
 
as of
 
 
Balance Sheet Location
 
September 30, 2018
 
Rate (1)
 
Date
 
Date
 
September 30, 2018
Interest rate swap
 
Other assets
 
$
40,946

 
4.16
%
 
1/29/2015
 
8/3/2020
 
$
458


(1)
The interest rate consists of the underlying index swapped to a fixed rate rather than floating rate LIBOR, plus a premium.

F- 17


The table below presents the effects of our interest rate derivative on our consolidated statements of comprehensive income for the nine months ended September 30, 2018, and for the years ended December 31, 2017 and 2016:
 
For the Nine
 
 
 
 
 
Months Ended
 
For the Year Ended December 31,
 
September 30, 2018
 
2017
 
2016
Amount of gain (loss) recognized in cumulative other comprehensive income (effective portion)
$
482

 
$
87

 
$
(284
)
 
 
 
 
 
 
Amount of gain reclassified from cumulative other comprehensive income into interest expense (effective portion)
$
(120
)
 
$
226

 
$
377


Note 6. Indebtedness

At September 30, 2018 and December 31, 2017, our outstanding indebtedness consisted of the following:

 
 
September 30,
 
December 31,
 
 
2018
 
2017
Unsecured revolving credit facility, due in 2019 (1)
 
$
108,000

 
$

ILPT revolving credit facility, due in 2021 (2)
 
380,000

 
750,000

Unsecured term loan, due in 2020 (3)
 

 
350,000

Senior unsecured notes, 2.85%, due in 2018 (4)
 

 
350,000

Senior unsecured notes, 3.60%, due in 2020 (1)
 
400,000

 
400,000

Senior unsecured notes, 4.15%, due in 2022 (1)
 
300,000

 
300,000

Senior unsecured notes, 4.25%, due in 2024 (1)
 
350,000

 
350,000

Senior unsecured notes, 4.50%, due in 2025 (1)
 
400,000

 
400,000

Mortgage note payable, 4.16%, due in 2020 (1) (5) (6)
 
40,946

 
41,000

Mortgage note payable, 3.99%, due in 2020 (5)
 
48,750

 
48,750

Mortgage note payable, 3.55%, due in 2023 (1) (5)
 
71,000

 
71,000

Mortgage note payable, 3.70%, due in 2023 (1) (5)
 
50,000

 
50,000

 
 
2,148,696

 
3,110,750

Unamortized debt issuance costs, premiums and discounts
 
(19,384
)
 
(23,670
)
 
 
$
2,129,312

 
$
3,087,080

 

(1)
Represents indebtedness assumed by OPI in connection with the Merger.
(2)
ILPT repaid certain amounts outstanding under its revolving credit facility on January 17, 2018 with part of the $444,309 of net proceeds from the ILPT IPO. Upon the completion of the ILPT IPO, the maturity date of ILPT's revolving credit facility was extended from March 29, 2018 to December 29, 2021.
(3)
On January 31, 2018, we repaid this term loan in full without penalty with cash on hand at December 31, 2017 and borrowings under our revolving credit facility.
(4)
On January 2, 2018, we redeemed at par plus accrued interest all of these senior unsecured notes with cash on hand at December 31, 2017.
(5)
We assumed all of these mortgage notes in connection with our acquisition of certain properties. The stated interest rates for these mortgage debts are the contractually stated rates; we recorded the assumed mortgages at estimated fair value on the date of acquisition, and we amortize the fair value premiums to interest expense over the respective terms of the mortgage notes to reduce interest expense to the estimated market interest rates as of the date of acquisition.
(6)
Interest on this mortgage note is payable at a rate equal to LIBOR plus a premium but has been fixed by a cash flow hedge which sets the rate at approximately 4.16% until August 3, 2020, which is the maturity date of the mortgage note.

Our $750,000 unsecured revolving credit facility had a maturity date of March 29, 2019, interest payable on borrowings of LIBOR plus 125 basis points and a facility fee of 25 basis points per annum, based on the total amount of lending commitments. Both the interest rate premium and the facility fee for our revolving credit facility were subject to adjustment based on changes to our credit ratings. As of September 30, 2018 and December 31, 2017, the interest rate payable on borrowings under our revolving credit facility was 3.34% and 2.53%, respectively. The weighted average interest rate for

F- 18


borrowings under our revolving credit facility was 3.04% for the nine months ended September 30, 2018, and 2.00% and 1.49% for the years ended December 31, 2017 and 2016, respectively. We could borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment was due until maturity. As of September 30, 2018, we had $108,000 outstanding under our revolving credit facility and $642,000 available to borrow under our revolving credit facility. On December 31, 2018, our credit facility was repaid and terminated in connection with the Merger more fully described in Note 1.

Our $350,000 term loan had a maturity date of March 31, 2020 and interest payable on the amount outstanding of LIBOR plus 115 basis points. The interest rate premium for this term loan was subject to adjustment based on changes to our credit ratings. As of December 31, 2017, the interest rate payable for the amount outstanding under this term loan was 2.51%. The weighted average interest rate for the amount outstanding under this term loan was 2.24% and 1.63% for the years ended December 31, 2017 and 2016, respectively. We repaid this term loan in full without penalty on January 31, 2018 using cash on hand and borrowings under our revolving credit facility.

ILPT has a $750,000 unsecured revolving credit facility that is available for ILPT's general business purposes, including acquisitions. The maturity date of ILPT's revolving credit facility is December 29, 2021. ILPT may borrow, repay and reborrow funds under its revolving credit facility until maturity, and no principal repayment is due until maturity. Interest on borrowings under ILPT's revolving credit facility is calculated at floating rates based on LIBOR plus a premium that varies based on ILPT's leverage ratio. ILPT has the option to extend the maturity date of its revolving credit facility for two, six month periods, subject to payment of extension fees and satisfaction of other conditions. ILPT is also required to pay a commitment fee on the unused portion of ILPT's revolving credit facility. The agreement governing ILPT's revolving credit facility, or ILPT's credit agreement, also includes a feature under which the maximum borrowing availability under ILPT's revolving credit facility may be increased to up to $1,500,000 in certain circumstances. In addition, during the first quarter of 2018, ILPT completed the syndication of its revolving credit facility with a group of institutional lenders. As of September 30, 2018 and December 31, 2017, the interest rate payable on borrowings under ILPT's revolving credit facility was 3.50% and 2.89%, respectively. The weighted average interest rate for borrowings under ILPT's revolving credit facility was 3.21% for the nine months ended September 30, 2018. As of September 30, 2018, ILPT had $380,000 outstanding under its revolving credit facility, and $370,000 available to borrow under its revolving credit facility.

On January 2, 2018, we redeemed at par plus accrued interest all $350,000 of our 2.85% senior unsecured notes due 2018 and, on January 31, 2018, we repaid our $350,000 term loan in full without penalty. During the nine months ended September 30, 2018, we recognized a loss on early extinguishment of debt aggregating $1,192 from the write-off of unamortized debt issuance costs and discounts related to these repayments.

On May 15, 2017, we issued $350,000 aggregate principal amount of 4.25% senior unsecured notes due 2024 in an underwritten public offering. Net proceeds from this offering were $342,197 after discounts and expenses.

Our credit agreement, ILPT's credit agreement, and our senior unsecured notes indenture and its supplements provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement and ILPT's credit agreement, a change of control of us or ILPT, respectively, which includes RMR LLC ceasing to act as our business manager and property manager for us or ILPT, respectively. Our senior unsecured notes indenture and its supplements, our credit agreement and ILPT's credit agreement also contain a number of covenants, including covenants that restrict our ability to incur debts or to make distributions in certain circumstances, and generally require us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of the respective covenants under our senior unsecured notes indenture and its supplements and our credit agreement and that ILPT was in compliance with the terms and conditions of the covenants under ILPT's credit agreement at September 30, 2018.

At September 30, 2018, six of our buildings with a net book value of $336,329 were encumbered by mortgages we assumed in connection with our acquisition of those buildings. One of these buildings with a net book value of $65,323 is owned by ILPT. The aggregate principal amount outstanding under these mortgage notes as of September 30, 2018 was $210,696, of which $48,750 was owed by ILPT. These mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.


F- 19


The required principal payments due during the next five years and thereafter under all our outstanding debt as of September 30, 2018 are as follows:
 
 
Principal
 
Year
 
Payment
 
2018 (October 1, 2018 to December 31, 2018)
 
$
174

 
2019
 
108,710

 
2020
 
488,812

 
2021
 
380,000

 
2022
 
300,000

 
2023
 
121,000

 
Thereafter
 
750,000

 
 
 
$
2,148,696

(1) 

(1)
Total debt outstanding as of September 30, 2018, including unamortized debt issuance costs, premiums and discounts was $2,129,312.

Note 7. Fair Value of Assets and Liabilities

The table below presents certain of our assets measured at fair value at September 30, 2018, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

 
 
 
 
Fair Value at Reporting Date Using
 
 
 
 
Quoted Prices in
 
 
 
Significant
 
 
 
 
Active Markets for
 
Significant Other
 
Unobservable
 
 
 
 
Identical Assets
 
Observable Inputs
 
Inputs
Description
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Recurring Fair Value Measurements:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Investment in RMR Inc. (1)
 
$
147,258

 
$
147,258

 
$

 
$

Interest rate swap (2)
 
458

 

 
458

 

Total
 
$
147,716

 
$
147,258

 
$
458

 
$

 
 
 
 
 
 
 
 
 
Non-Recurring Fair Value Measurements:
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Properties held for sale (3)
 
$
11,744

 
$

 
$
11,744

 
$


(1)
Our 1,586,836 shares of class A common stock of RMR Inc., which are included in other assets in our consolidated balance sheets, are reported at fair value which is based on quoted market prices (Level 1 inputs). Our historical cost basis for these shares is $42,686. During the nine months ended September 30, 2018, we recorded an unrealized gain of $53,159 to adjust our investment in RMR Inc. to its fair value.
(2)
As discussed in Note 5, we have an interest rate swap agreement in connection with a $40,946 mortgage note. This interest rate swap agreement is carried at fair value, and is included in other assets in our consolidated balance sheet as of September 30, 2018 and is valued using Level 2 inputs. The fair value of this instrument is determined using interest rate pricing models. Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimate presented in the table above is not necessarily indicative of the amount for which we could receive upon settlement of the swap agreement.
(3)
As of September 30, 2018, we recorded a loss on impairment of real estate assets of $9,706 to reduce the carrying value of a property located in Hanover, PA from $21,450 to its estimate fair value less costs to sell of $11,744. We estimated the fair value of this property based on an offer we accepted to sell this property.

In addition to the assets described in the table above, our financial instruments include cash and cash equivalents, restricted cash, rents receivable, our revolving credit facility, ILPT's revolving credit facility, a prior term loan, senior

F- 20


unsecured notes, mortgage notes payable, accounts payable, rents collected in advance, security deposits and amounts due to related persons. At September 30, 2018 and December 31, 2017, the fair value of our financial instruments approximated their carrying values in our consolidated financial statements, due to their short term nature or variable interest rates, except as follows: 

 
 
At September 30, 2018
 
At December 31, 2017
 
 
Carrying
 
Estimated
 
Carrying
 
Estimated
 
 
Value (1)
 
Fair Value
 
Value (1)
 
Fair Value
Senior unsecured notes, due 2018 at 2.85% (2)
 
$

 
$

 
$
349,896

 
$
349,731

Senior unsecured notes, due 2020 at 3.60%
 
398,192

 
397,406

 
397,214

 
404,050

Senior unsecured notes, due 2022 at 4.15%
 
296,801

 
298,581

 
296,143

 
304,199

Senior unsecured notes, due 2024 at 4.25%
 
343,539

 
335,375

 
342,797

 
347,877

Senior unsecured notes, due 2025 at 4.50%
 
392,156

 
384,468

 
391,375

 
403,998

Mortgage notes payable
 
210,624

 
205,278

 
210,785

 
209,200

Total
 
$
1,641,312

 
$
1,621,108

 
$
1,988,210

 
$
2,019,055


(1)
Includes unamortized debt issuance costs, premiums and discounts.
(2)
On January 2, 2018, we redeemed at par plus accrued interest all of these senior unsecured notes.

We estimate the fair value of our senior unsecured notes using an average of the bid and ask prices of the notes as of the measurement date (Level 2 inputs). We estimate the fair value of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates as of the measurement date (Level 3 inputs). Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value.

Note 8. Shareholders’ Equity

Share Awards:

We have common shares available for issuance under the terms of the 2012 Plan. During the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, we awarded to our officers and other employees of RMR LLC annual share awards of 58,700, 57,850 and 53,400 of our common shares, respectively, valued at $1,183, $1,337 and $1,397, in aggregate, respectively. We also granted each of our Trustees 3,000 common shares with an aggregate value of $303 ($61 per Trustee), 3,000 common shares with an aggregate value of $362 ($72 per Trustee) and 2,500 common shares with an aggregate value of $303 ($61 per Trustee) during the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively, as part of their annual compensation. In addition, we granted 3,000 common shares with a value of $57 to one of our Managing Trustees in connection with his election as a Managing Trustee during the nine months ended September 30, 2018. The values of the share grants were based upon the closing price of our common shares trading on the New York Stock Exchange through June 30, 2016, and on Nasdaq beginning on July 1, 2016, on the dates of grants. The common shares granted to our Trustees vested immediately. The common shares granted to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of grant. We include the value of granted shares in general and administrative expenses ratably over the vesting period.

A summary of shares granted, vested, forfeited and unvested under the terms of the 2012 Plan for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016 is as follows:


F- 21


 
 
 
 
Weighted
 
 
 
 
Average
 
 
Number
 
Grant Date
 
 
of Shares
 
Fair Value
Unvested shares at December 31, 2015
 
89,250

 
$22.11
 
 
 
 
 
2016 Activity:
 
 
 
 
Granted
 
65,900

 
$25.80
Vested
 
(58,090
)
 
$25.89
Unvested shares at December 31, 2016
 
97,060

 
$23.65
 
 
 
 
 
2017 Activity:
 
 
 
 
Granted
 
72,850

 
$23.32
Vested
 
(65,390
)
 
$23.50
Unvested shares at December 31, 2017
 
104,520

 
$23.40
 
 
 
 
 
Activity (January 1, 2018 to September 30, 2018):
 
 
 
 
Granted
 
76,700

 
$20.12
Vested
 
(71,010
)
 
$20.34
Forfeited
 
(480
)
 
$21.11
Unvested shares at September 30, 2018
 
109,730

 
$22.02

The 109,730 unvested shares as of September 30, 2018 are scheduled to vest as follows: 600 in 2018, 41,950 in 2019, 32,750 in 2020, 22,690 in 2021 and 11,740 in 2022. As of September 30, 2018, the estimated future compensation expense for the unvested shares was approximately $2,407. The weighted average period over which the compensation expense will be recorded is approximately 24 months. During the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, we recorded $1,146, $1,579 and $1,623, respectively, of compensation expense related to the 2012 Plan. At September 30, 2018, 2,622,481 common shares remained available for issuance under the 2012 Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, all outstanding unvested common share awards under the 2012 Plan were converted into awards under OPI’s equity compensation plan, subject to substantially similar vesting requirements and other terms and conditions.

ILPT also has common shares available for issuance under the terms of its equity compensation plan, or the ILPT Plan. Pursuant to the ILPT Plan, ILPT granted to each of its trustees 4,000 of its common shares valued at $418 ($84 per Trustee), as part of their annual compensation, and an aggregate of 54,400 of its common shares to ILPT's officers and certain other employees of RMR LLC during the nine months ended September 30, 2018. The value of ILPT's shares granted during the nine months ended September 30, 2018 was $681 and is included in general and administrative expenses in our consolidated statements of comprehensive income.

2018 Share Purchases:

On January 1, 2018, we purchased 617 of our common shares valued at $25.13 per common share, the closing price of our common shares on Nasdaq on December 29, 2017, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of our common shares.

On September 24, 2018, we purchased an aggregate of 12,446 of our common shares, valued at $21.46 per common share, the closing price of our common shares on Nasdaq on that day, from our officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of our common shares.

On September 24, 2018, ILPT purchased an aggregate of 2,369 of its common shares, valued at $22.08 per common share, the closing price of ILPT common shares on Nasdaq on that day, from certain of ILPT's officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of ILPT's common shares.

2017 Share Purchases:


F- 22


On June 30, 2017, we purchased 222 of our common shares valued at $24.03 per common share, the closing price of our common shares on Nasdaq on that day, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of our common shares.

On September 19, 2017, we purchased an aggregate of 13,126 of our common shares valued at $23.18 per common share, the closing price of our common shares on Nasdaq on that day, from our officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of our common shares.

2016 Share Purchases:

On September 26, 2016 and September 30, 2016, we purchased an aggregate of 11,017 and 1,043, respectively, of our common shares valued at $27.64 and $26.90 per common share, respectively, the closing price of our common shares on Nasdaq on those days, from certain of our officers and other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with awards of our common shares.

Distributions:

During the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, we paid distributions on our common shares as follows:

Declaration
 
Record
 
Paid
 
Distributions
 
Total
Date
 
Date
 
Date
 
Per Share
 
Distributions
1/19/2018
 
1/29/2018
 
2/22/2018
 
$
0.5100

 
$
45,639

4/19/2018
 
4/30/2018
 
5/17/2018
 
0.5100

 
45,639

7/19/2018
 
7/30/2018
 
8/16/2018
 
0.5100

 
45,648

 
 
 
 
 
 
$
1.5300

 
$
136,926

 
 
 
 
 
 
 
 
 
1/13/2017
 
1/23/2017
 
2/21/2017
 
$
0.5100

 
$
45,608

4/11/2017
 
4/21/2017
 
5/18/2017
 
0.5100

 
45,608

7/12/2017
 
7/24/2017
 
8/17/2017
 
0.5100

 
45,616

10/12/2017
 
10/23/2017
 
11/16/2017
 
0.5100

 
45,638


 

 

 
$
2.0400

 
$
182,470

 
 
 
 
 
 
 
 
 
1/11/2016
 
1/22/2016
 
2/23/2016
 
$
0.5000

 
$
44,709

4/13/2016
 
4/25/2016
 
5/19/2016
 
0.5000

 
44,687

7/12/2016
 
7/22/2016
 
8/18/2016
 
0.5100

 
45,587

10/11/2016
 
10/21/2016
 
11/17/2016
 
0.5100

 
45,587

 
 
 
 
 
 
$
2.0200

 
$
180,570


In addition to the distributions in the table above, on November 15, 2018, we paid a quarterly distribution of $0.51 per common share, or $45,671, to shareholders of record on October 29, 2018. As described in Note 1, we also completed the ILPT Distribution, pursuant to which approximately 0.503 ILPT common shares were distributed to our shareholders for every one of SIR common shares owned, valued at $9.80 per SIR common share.

Distributions per share paid or payable by us to our common shareholders for the years ended December 31, 2018, 2017 and 2016 were $11.84, $2.04 and $2.02, respectively. The characterization of our distributions for 2018 was 4.95% ordinary income, 38.19% total capital gain and 56.86% return of capital, for 2017 was 46.20% ordinary income and 53.80% return of capital, and for 2016 was 62.72% ordinary income, 0.70% qualified dividend and 36.58% return of capital.


F- 23


Note 9. Cumulative Other Comprehensive Income (Loss)

The following table presents changes in the amounts we recognized in cumulative other comprehensive income (loss) by component for the nine months ended September 30, 2018, and the years ended December 31, 2017 and 2016:

 
 
Unrealized Gain (Loss)
 
Unrealized
 
Equity in
 
 
 
 
on Investment in
 
Gain (Loss)
 
Unrealized Gain
 
 
 
 
Available for
 
on Derivative
 
(Loss) of an
 
 
 
 
Sale Securities
 
Instruments (1)
 
Investee (2)
 
Total
Balance at December 31, 2015
 
$
(19,820
)
 
$
276

 
$
(43
)
 
$
(19,587
)
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss) before reclassifications
 
39,814

 
(284
)
 
152

 
39,682

Amounts reclassified from cumulative other comprehensive income (loss) to net income
 

 
377

 

 
377

Net current period other comprehensive income
 
39,814

 
93

 
152

 
40,059

Balance at December 31, 2016
 
19,994

 
369

 
109

 
20,472

 
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 
31,419

 
87

 
537

 
32,043

Amounts reclassified from cumulative other comprehensive income to net income
 

 
226

 
(76
)
 
150

Net current period other comprehensive income
 
31,419

 
313

 
461

 
32,193

Balance at December 31, 2017
 
51,413

 
682

 
570

 
52,665

 
 
 
 
 
 
 
 
 
Amounts reclassified from cumulative other comprehensive income to cumulative net income
 
(51,413
)
 

 
(841
)
 
(52,254
)
      Subtotal
 

 
682

 
(271
)
 
411

 
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 

 
482

 
121

 
603

Amounts reclassified from cumulative other comprehensive income to net income
 

 
(120
)
 
(31
)
 
(151
)
Net current period other comprehensive income
 

 
362

 
90

 
452

Balance at September 31, 2018
 
$

 
$
1,044

 
$
(181
)
 
$
863


(1)
Amounts reclassified from cumulative other comprehensive income are included in interest expense in our consolidated statements of comprehensive income.
(2)
Amounts reclassified from cumulative other comprehensive income are included in equity in earnings of an investee in our consolidated statements of comprehensive income.

Note 10. Weighted Average Common Shares

We calculate basic earnings per common share by dividing net income attributed to SIR by the weighted average number of common shares outstanding during the period. We calculate diluted earnings per common share by using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, and the related impact on earnings, are considered when calculating diluted earnings per share. The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands):

 
 
Nine Months Ended
 
Year Ended December 31,
 
 
September 30, 2018
 
2017
 
2016
Weighted average common shares for basic earnings per share
 
89,395

 
89,351

 
89,304

Effect of dilutive securities: unvested share awards
 
16

 
19

 
20

Weighted average common shares for diluted earnings per share
 
89,411

 
89,370

 
89,324


Note 11. Business and Property Management Agreements with RMR LLC

Neither we nor ILPT have any employees. The personnel and various services we and ILPT require to operate our respective businesses are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management

F- 24


services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations. ILPT also has similar agreements with RMR LLC under which RMR LLC provides management services to ILPT comparable to those provided to us. On January 17, 2018, simultaneously with ILPT entering into its agreements with RMR LLC in connection with the ILPT IPO, our agreements with RMR LLC were amended to avoid any payments by us for services rendered by RMR LLC to ILPT subsequent to that time; ILPT pays for those services directly. See Note 12 for further information regarding our relationship, agreements and transactions with RMR LLC.

Management Agreements with RMR LLC. Our and ILPT’s management agreements with RMR LLC provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:

Base Management Fee. The annual base management fee payable to RMR LLC by us or ILPT, respectively, for each applicable period is equal to the lesser of:

the sum of (a) 0.5% of the average aggregate historical cost of the real estate assets acquired from a REIT to which RMR LLC provided business management or property management services, or the Transferred Assets, which for ILPT includes ILPT’s Initial Properties that it acquired from us, plus (b) 0.7% of the average aggregate historical cost of our or ILPT’s real estate investments excluding the Transferred Assets up to $250,000, plus (c) 0.5% of the average aggregate historical cost of our or ILPT’s real estate investments excluding the Transferred Assets exceeding $250,000; and

the sum of (a) 0.7% of the average closing price per share of our or ILPT’s common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our or ILPT’s common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our or ILPT’s preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our or ILPT’s consolidated indebtedness during such period, or, together, our or ILPT’s Average Market Capitalization, up to $250,000, plus (b) 0.5% of our Average Market Capitalization exceeding $250,000.

The average aggregate historical cost of our or ILPT’s real estate investments includes our or ILPT’s consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. We do not include our ownership of ILPT common shares or the assets of ILPT and its subsidiaries owned following the ILPT IPO as part of our real estate investments for purposes of calculating our base management fee due to RMR LLC since ILPT pays separate business management fees to RMR LLC.

Incentive Management Fee. The incentive management fee which may be earned by RMR LLC for an annual period is calculated as follows:

An amount, subject to a cap, based on the value of our common shares outstanding, equal to 12.0% of the product of:

our or ILPT’s equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, except that, for ILPT, if the relevant measurement period ends on or before December 31, 2020, $1,560,000 (ILPT’s unadjusted equity market capitalization as calculated at the ILPT IPO), and

the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our or ILPT’s common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. Our applicable market index is the SNL U.S. REIT Equity Index and ILPT’s applicable market index, effective as of January 1, 2019 through an amendment to ILPT’s business management agreement with RMR LLC, is the SNL U.S. REIT Industrial Index for periods beginning on and after January 1, 2019, with the SNL U.S. REIT Equity Index used for periods ending on or prior to December 31, 2018.


F- 25


For purposes of the total return per share of our common shareholders or ILPT's common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares or ILPT’s common shares on the Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares or ILPT's common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period. For ILPT, if the measurement period ends on or before December 31, 2020, the initial share price is $24.00 per ILPT common share (ILPT’s unadjusted initial share price, as defined under the business management agreement, based on the ILPT IPO price of ILPT’s common shares).

The calculation of the incentive management fee (including the determinations of equity market capitalization, initial share price and the total return per share) is subject to adjustments if additional common shares are issued during the measurement period.

No incentive management fee is payable unless the total return per share during the measurement period is positive.

The measurement periods are generally three year periods ending with the year for which the incentive management fee is being calculated, except that shorter periods apply to ILPT in the case of the calculation of the incentive fee for 2020 (the period beginning on January 12, 2018, the first day ILPT’s common shares began trading, and ending on December 31, 2020), 2019 (the period beginning on January 12, 2018 and ending on December 31, 2019) and 2018 (the period beginning on January 12, 2018 and ending on December 31, 2018).

If the total return per share exceeds 12.0% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if the total return per share, as applicable, is between 200 basis points and 500 basis points below the applicable market index by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, the total return per share, as applicable, is more than 500 basis points below the applicable market index.

The incentive management fee is subject to a cap. The cap is equal to the value of the number of our or ILPT’s common shares which would, after issuance, represent 1.5% of the number of our or ILPT’s common shares then outstanding multiplied by the average closing price of our or ILPT’s common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

Incentive management fees we and ILPT paid to RMR LLC for any period may be subject to “clawback” if our and ILPT’s financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR LLC and the amount of the incentive management fee we or ILPT paid was greater than the amount we or ILPT would have paid based on the restated financial statements.

Pursuant to our business management agreement with RMR LLC and ILPT’s business management agreement with RMR LLC, we recognized net business management fees of $38,934, $22,384 and $21,746 for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively, which amount for the nine months ended September 30, 2018 includes $5,229 of estimated business management fees incurred and payable by ILPT for the period beginning on January 17, 2018, the date on which ILPT entered into its business management agreement with RMR LLC, through September 30, 2018. The net business management fees we recognized reflects a reduction of $1,310 for the nine months ended September 30, 2018 and $1,378 for each of the years ended December 31, 2017 and 2016 for the amortization of the liability we recorded in connection with our investment in RMR Inc., as further described in Note 2.

Pursuant to our business management agreement and ILPT’s business management agreement with RMR LLC, the net business management fees payable to RMR LLC for the nine months ended September 30, 2018 include $21,479 of estimated business management incentive fees for 2018, payable by us based on our common share total return, as defined, as of September 30, 2018 and do not include any estimated business management

F- 26


incentive fees that may be payable by ILPT under its business management agreement with RMR LLC because, as of September 30, 2018, ILPT had not accrued any business management incentive fees payable by it for 2018. In January 2018, we paid RMR LLC an incentive management fee of $25,569 for the year ended December 31, 2017. No incentive management fee was payable to RMR LLC under our business management agreement for the year ended December 31, 2016. In calculating the incentive management fee payable by us, our total shareholder return per share was adjusted in accordance with the business management agreement to reflect aggregate net increases in the number of our common shares outstanding as a result of certain share issuances and repurchases by us during the three year measurement period. In addition, the calculation of our benchmark return per share was also adjusted for these issuances and repurchases in accordance with the business management agreement during the applicable three year measurement period. We incurred business management incentive fees of $25,817 for the year ended December 31, 2018, of which $21,479 was recognized in general and administrative expenses in our consolidated statement of comprehensive income for the nine months ended September 30, 2018, which were assumed by OPI as a result of the Merger and paid by OPI to RMR LLC in January 2019. ILPT did not incur a business management incentive fees for 2018.

The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income for these periods.

Property Management and Construction Supervision Fees. The property management fees payable to RMR LLC by us and ILPT for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR LLC by us or ILPT for each applicable period are equal to 5.0% of construction costs.

During the period from January 1, 2018 to January 16, 2018 and the years ended December 31, 2017 and 2016, ILPT's Initial Properties were included in the calculation of property management fees paid by us to RMR LLC. On January 17, 2018, upon the closing of the ILPT IPO, ILPT entered a property management agreement with RMR LLC to provide property management services to ILPT on terms substantially similar to the terms of our property management agreement with RMR LLC. We do not include the assets of ILPT and its subsidiaries owned following the ILPT IPO for purposes of calculating our property management fee due to RMR LLC since ILPT pays separate property management fees to RMR LLC.

Pursuant to our property management agreement with RMR LLC and ILPT’s property management agreement with RMR LLC, we recognized aggregate net property management and construction supervision fees of $10,598, $13,037 and $12,681 for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively, which amount for the nine months ended September 30, 2018 includes $3,327 of property management fees incurred and payable by ILPT for the period beginning on January 17, 2018, the date on which ILPT entered into its property management agreement with RMR LLC, through September 30, 2018. The net property management and construction supervision fees we recognized reflects a reduction of $362 for the nine months ended September 30, 2018 and $852 for each of the years ended December 31, 2017 and 2016 for the amortization of the liability we recorded in connection with our investment in RMR Inc., as further described in Note 2. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our consolidated financial statements.

Expense Reimbursement. We and ILPT are each generally responsible for all our respective operating expenses. We and ILPT are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us or ILPT, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our or ILPT’s properties, our or ILPT’s share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our or ILPT’s share of RMR LLC’s costs for providing our internal audit function and as otherwise agreed. Our and ILPT’s property level operating expenses are generally incorporated into rents charged to our or ILPT’s tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $6,460, $8,174 and $7,533 for property management related expenses, including with respect to properties owned by ILPT, for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively, which amount for the nine months ended September 30, 2018 includes $1,943 of expenses incurred and paid by ILPT for the period beginning on January 17, 2018 through September 30, 2018. These amounts are included in other operating expenses in our consolidated statements of comprehensive income for these periods. Our and ILPT’s Audit Committee appoints our and ILPT’s Director of Internal Audit and our and ILPT’s Compensation Committee approves the costs of our and ILPT’s internal audit function. The amounts recognized as expense for internal audit costs, including amounts allocated to ILPT, were $346, $276 and $235 for the nine months ended September 30,

F- 27


2018 and the years ended December 31, 2017 and 2016, respectively, which amount for the nine months ended September 30, 2018 includes $173 of expense recognized and payable by ILPT for the period beginning on January 17, 2018 through September 30, 2018. These amounts are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods.

Term. Our and ILPT’s management agreements with RMR LLC have terms that end on December 31, 2038, and automatically extend on December 31st of each year for an additional year, so that the terms of our and ILPT’s management agreements thereafter end on the 20th anniversary of the date of the extension. As noted above, in connection with the Merger, we terminated our business and property management agreements with RMR LLC for convenience.

Termination Rights. We and ILPT have the right to terminate one or both of our or ILPT’s management agreements with RMR LLC: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. RMR LLC has the right to terminate the management agreements for good reason, as defined therein. As noted above, in connection with the Merger, we terminated our business and property management agreements with RMR LLC for convenience.

Termination Fee. If we or ILPT terminate one or both of our or ILPT’s management agreements with RMR LLC for convenience, or if RMR LLC terminates one or both of our or ILPT’s management agreements for good reason, we and ILPT have agreed to pay RMR LLC a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we or ILPT terminate one or both of our management agreements with RMR LLC for a performance reason, we or ILPT have agreed to pay RMR LLC the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination. We or ILPT are not required to pay any termination fee if we or ILPT terminate our or ILPT’s management agreements with RMR LLC for cause or as a result of a change of control of RMR LLC. As noted above, RMR LLC waived the termination fee otherwise payable by us as a result of our terminating our business and property management agreements with RMR LLC for convenience in connection with the Merger.

Transition Services. RMR LLC has agreed to provide certain transition services to us or ILPT for 120 days following an applicable termination by us or ILPT or notice of termination by RMR LLC, including cooperating with us or ILPT and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our or ILPT’s business management agreement and to facilitate the orderly transfer of the management of the managed properties under our or ILPT’s property management agreement, as applicable.

Vendors. Pursuant to our and ILPT’s management agreements with RMR LLC, RMR LLC may from time to time negotiate on our or ILPT’s behalf with certain third party vendors and suppliers for the procurement of goods and services to us or ILPT. As part of this arrangement, we and ILPT may enter agreements with RMR LLC and other companies to which RMR LLC provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

Investment Opportunities. Under our and ILPT’s business management agreements with RMR LLC, we and ILPT each acknowledge that RMR LLC may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and ILPT’s and we and ILPT are not entitled to preferential treatment in receiving information, recommendations and other services from RMR LLC.

Note 12. Related Person Transactions

We have and had relationships and transactions with RMR LLC, RMR Inc., ILPT, OPI, AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. One of our Managing Trustees, Adam Portnoy, as the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc. and is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. David M. Blackman, our other Managing Trustee

F- 28


and our President and Chief Executive Officer, and each of our other officers is also an officer and employee of RMR LLC. RMR LLC provides management services to us, OPI and ILPT.

Adam Portnoy also serves as a managing trustee of OPI and ILPT. David Blackman also serves as president and chief executive officer of OPI. Our former Chief Financial Officer and Treasurer, John C. Popeo, served as a managing trustee, president and chief executive officer of ILPT until he resigned those positions effective November 30, 2018. Each of OPI’s and ILPT’s officers are also officers and employees of RMR LLC. Our Independent Trustees also serve as independent directors or independent trustees of other public companies to which RMR LLC or its subsidiaries provide management services, including OPI. Adam Portnoy serves as a managing director or managing trustee of these companies, including OPI and ILPT, and other officers of RMR LLC serve as managing trustees or managing directors of certain of these companies, including OPI and ILPT. In addition, officers of RMR LLC and RMR Inc. serve as our officers and officers of other companies to which RMR LLC or its subsidiaries provide management services, including OPI and ILPT.

Our Manager, RMR LLC. We and ILPT each have two agreements with RMR LLC to provide management services to us: (i) a business management agreement, which relates to our and ILPT’s business generally, and (ii) a property management agreement, which relates to our and ILPT’s property level operations. See Note 11 for further information regarding these management agreements with RMR LLC.

Lease with RMR LLC. We lease office space to RMR LLC in one of our properties located in Seattle, WA. Pursuant to our lease agreement with RMR LLC, we recognized rental income from RMR LLC for leased office space of $17, $35, and $33 for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively. Our office space lease with RMR LLC is terminable by RMR LLC if our management agreements with RMR LLC are terminated.

Share Awards to RMR LLC Employees. We and ILPT each award shares to our respective officers and other employees of RMR LLC annually. Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates. In certain instances, we or ILPT may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or ILPT, as applicable, or an officer or employee of RMR LLC. These awards to RMR LLC employees are in addition to the share awards granted to our and ILPT’s current and former Managing Trustees, as Trustee compensation, and the fees we and ILPT paid to RMR LLC. See Note 8 for information regarding our and ILPT’s share awards and activity as well as certain share purchases we and ILPT made in connection with share award recipients satisfying tax withholding obligations on vesting share awards.

Ownership Interest in RMR Inc. and Registration and Lock-up Agreements. As of September 30, 2018, we held 1,586,836 shares of class A common stock of RMR Inc. which we acquired in June 2015 in a transaction pursuant to which, among other things, we, OPI and two other REITs then managed by RMR LLC acquired class A common stock of RMR Inc. and entered into amended and restated business and property management agreements with RMR LLC. We are party to a registration rights agreement with RMR Inc. covering the shares of class A common stock of RMR Inc. issued to us in this transaction, pursuant to which we have demand and piggyback registration rights, subject to certain limitations. We are also party to a lock up and registration rights agreement with ABP Trust and Adam Portnoy pursuant to which they (on behalf of themselves and their permitted transferees) agreed not to transfer the 880,000 of our common shares ABP Trust received in this transaction for a 10 year period ending on June 5, 2025 and they have certain registration rights, subject, in each case, to certain exceptions.

ILPT. As of September 30, 2018, we owned 45,000,000 ILPT common shares, or approximately 69.2% of the outstanding ILPT common shares. ILPT was our wholly owned subsidiary until it completed the ILPT IPO on January 17, 2018. As described further in Note 1, on December 27, 2018, we completed the ILPT Distribution. In November 2017, ILPT filed a registration statement with the SEC for the ILPT IPO. On September 29, 2017, we contributed ILPT's Initial Properties to ILPT. In connection with ILPT’s formation and this contribution, ILPT issued to us 45,000,000 of its common shares and a non-interest bearing demand note for $750,000, or the ILPT Demand Note, and ILPT assumed three mortgage notes totaling $63,069 as of September 30, 2017, that were secured by three of ILPT's Initial Properties. In December 2017, ILPT paid to us the entire principal amount outstanding under the ILPT Demand Note with initial borrowings under its secured revolving credit facility, and we prepaid on ILPT’s behalf two of the mortgage notes totaling $14,319 that had encumbered two of ILPT's Initial Properties. In connection with the ILPT IPO, ILPT reimbursed us for approximately $7,271 of the costs that we incurred in connection with ILPT’s formation and preparation for the ILPT IPO. Also, in connection with the ILPT IPO, we entered a transaction agreement with ILPT that governs ILPT’s separation from and relationship with us. The transaction agreement provides that, among other things, (1) the current assets and current liabilities of ILPT, as of the time of closing of the ILPT IPO, were settled so that we retain all pre-closing current assets and pre-closing current liabilities and ILPT assumes all post-closing current assets and post-closing current liabilities, (2) ILPT will indemnify us with respect to any of ILPT’s liabilities, and we will indemnify ILPT with respect to any of our liabilities, after giving effect to the settlement between us and ILPT of

F- 29


ILPT’s current assets and current liabilities and (3) we and ILPT will cooperate to enforce the ownership limitations in our and ILPT’s respective declaration of trust as may be appropriate to qualify for and maintain qualification for taxation as a REIT under the IRC, and otherwise to ensure each receives the economics of its assets and liabilities and to file future tax returns, including appropriate allocations of taxable income, expenses and other tax attributes. See Notes 1 and 11 for further information regarding ILPT and the ILPT IPO.

OPI. As of September 30, 2018, OPI owned 24,918,421 of our common shares, or approximately 27.8% of our outstanding common shares. As described further in Note 1, on October 9, 2018, OPI completed the Secondary Sale, pursuant to which OPI sold all 24,918,421 of our common shares it then owned, and on December 31, 2018, we and OPI completed the Merger. 

AIC. As of September 30, 2018, we, ABP Trust, OPI and four other companies to which RMR LLC provides management services owned AIC, an Indiana insurance company, in equal amounts and are parties to a shareholders agreement regarding AIC. All our Trustees (other than David Blackman) and all the independent trustees and independent directors of the other AIC shareholders currently serve on the board of directors of AIC. RMR LLC provides management and administrative services to AIC pursuant to a management and administrative services agreement with AIC. Pursuant to this agreement, AIC pays to RMR LLC a service fee equal to 3.0% of the total annual net earned premiums payable under then active policies issued or underwritten by AIC or by a vendor or an agent of AIC on its behalf or in furtherance of AIC’s business.

We and the other AIC shareholders participate in a combined property insurance program arranged and insured or reinsured in part by AIC. We paid aggregate annual premiums, including taxes and fees, of $1,666, $2,029 and $2,162 in connection with this insurance program for the policy years ending June 30, 2019, 2018 and 2017, respectively, which amount for the current policy year ending June 30, 2019 may be adjusted from time to time as we acquire or dispose of properties that are included in this insurance program. Historically, ILPT participated in this program through us, as our subsidiary, and we allocated to ILPT the portion of the premiums for this insurance program, including taxes and fees, covering ILPT’s Initial Properties, which allocations were $266, $320 and $351 for the policy years ending June 30, 2019, 2018 and 2017, respectively, which amount for the policy year ending June 30, 2019 may be adjusted from time to time as we acquire or dispose of properties included in this insurance program. ILPT paid or reimbursed us approximately $266 in respect of this insurance program for the policy year ending June 30, 2019.

As of September 30, 2018 and December 31, 2017 and 2016, our investment in AIC had a carrying value of $9,157, $8,185 and $7,116, respectively. These amounts are included in other assets in our consolidated balance sheets. We recognized income of $882, $608 and $137 related to our investment in AIC for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively. These amounts are presented as equity in earnings of an investee in our consolidated statements of comprehensive income. Our other comprehensive income (loss) includes our proportionate part of unrealized gains (losses) on securities which are owned and held for sale by AIC of $90, $461 and $152 related to our investment in AIC for the nine months ended September 30, 2018 and the years ended December 31, 2017 and 2016, respectively.

Effective December 31, 2018, we sold all of our shares of common stock of AIC to ILPT for a purchase price of $8,632 pursuant to a stock purchase agreement with ILPT. As a result of this purchase, ILPT, ABP Trust and five other companies to which RMR LLC provide management services currently own AIC in equal amounts and are parties to a shareholders agreement regarding AIC.

Directors’ and Officers’ Liability Insurance. We, RMR Inc., RMR LLC and certain other companies to which RMR LLC or its subsidiaries provide management services, including OPI, participate in a combined directors’ and officers’ liability insurance policy. The current combined policy expires in September 2020. We paid aggregate premiums of $206, $95 and $111 in 2018, 2017 and 2016, respectively, for these policies. Prior to the completion of the ILPT Distribution, as a majority owned subsidiary of us, ILPT was provided coverage under this policy and we allocated a portion of our cost of the policy to ILPT. The cost of this insurance we allocated to ILPT was $71, $116 and $93 for the nine months ended September 30, 2018 and the years December 31, 2017 and 2016, respectively.

Note 13. Contingencies

We believe some of our properties may contain asbestos. We believe any asbestos on our properties is contained in accordance with applicable laws and regulations, and we have no current plans to remove it. If we removed the asbestos or demolished the affected properties, certain environmental regulations govern the manner in which the asbestos must be handled and removed, and we could incur substantial costs complying with such regulations. Due to the uncertainty of the timing and amount of costs we may incur, we cannot reasonably estimate the fair value and we have not recognized a liability in our

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financial statements for these costs. Certain of our industrial lands in Hawaii may require environmental remediation, especially if the use of those lands is changed; however, we do not have any present plans to change the use of those lands or to undertake this environmental cleanup. In general, we do not have any insurance to limit losses that we may incur as a result of known or unknown environmental conditions, although some of our tenants may maintain such insurance. As of September 30, 2018 and December 31, 2017, we had accrued environmental remediation costs of $7,987 and $8,112, respectively, which were included in accounts payable and other liabilities in our consolidated balance sheets, including $7,002 for both periods related to the ILPT Properties. These accrued environmental remediation costs relate to maintenance of our properties for current uses, and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value. Although we do not believe that there are environmental conditions at any of our properties that will have a material adverse effect on us, we cannot be sure that such conditions or costs are not present in our properties or that other costs we incur to remediate contamination will not have a material adverse effect on our business or financial condition. Charges for environmental remediation costs, if any, are included in other operating expenses in our consolidated statements of comprehensive income.

In May 2018, one of our tenants defaulted on its lease for a property located in Naperville, IL with approximately 820,000 rentable square feet and an original lease expiration date of March 31, 2029. During the nine months ended September 30, 2018, we recorded a non-cash charge of $10,626 to write off straight line rents receivable related to this lease. The lease with the tenant that defaulted was amended effective October 1, 2018. Under the terms of such lease amendment, the tenant paid amounts outstanding under the original lease for the period through September 30, 2018 and made a partial payment for unpaid real estate taxes. In addition, the tenant made a one time payment of $2,000 for deferred capital costs, and its first monthly payment of $250 to offset building expenses that were previously paid directly by the tenant but that are currently paid by us. The tenant assigned its subleases at the property to us and continues to occupy and pay rent on 147,045 square feet and has agreed to do so for 30 months from the date of the amendment.

In March 2017, one of our tenants filed for bankruptcy and rejected two leases with us: (i) a lease for a property located in Huntsville, AL with approximately 1,400,000 rentable square feet and an original lease term until August 2032 and (ii) a lease for a property in Hanover, PA with approximately 502,000 rentable square feet and an original lease term until September 2028. The Huntsville, AL property is occupied by a subtenant of our former tenant who is now contractually obligated to pay rent to us in an amount equal to the rent under the former tenant’s lease for a term that runs concurrently with our former tenant’s original lease term, but subject to certain tenant termination rights. We expect that the lost rents plus carrying costs, such as real estate taxes, insurance, security and other operating costs, from a fully vacant Hanover, PA property may total approximately $3,800 per year. On November 30, 2018, the bankruptcy court overseeing the matter confirmed the tenant’s plan of reorganization (the “Plan”). In addition to the $3,739 security deposit previously retained by SIR, the Plan provides for payment of approximately $8,500 to SIR within 60 days of the Plan’s effective date, which date is to be determined pending the occurrence of certain conditions and as to which there is no outside date. Pursuant to the Plan, the $8,500 payment owed to SIR began accruing simple interest at the rate of 8% as of October 1, 2018 and will continue to accrue such interest until paid in full.

On June 29, 2016, we received an assessment from the State of Washington for real estate excise tax, interest and penalties of $2,837 on certain properties we acquired in connection with our acquisition of Cole Corporate Income Trust, Inc. in January 2015. We believe we are not liable for this tax and are disputing the assessment. As of September 30, 2018, we have not recorded a loss reserve related to this matter.


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Note 14. Selected Quarterly Financial Data (Unaudited)

The following is a summary of our unaudited quarterly results of operations for the nine months ended September 30, 2018 and the year ended December 31, 2017:

 
 
2018
 
 
First
 
Second
 
Third
 
 
Quarter
 
Quarter
 
Quarter
Total revenues
 
$
120,629

 
$
116,007

 
$
121,881

Net income
 
$
37,679

 
$
17,464

 
$
35,080

Net income attributed to SIR
 
$
33,200

 
$
11,699

 
$
29,483

Net income attributed to SIR per common share - basic and diluted
 
$
0.37

 
$
0.13

 
$
0.33

Common distributions declared
 
$
0.51

 
$
0.51

 
$
0.51

 
 
2017
 
 
First
 
Second
 
Third
 
Fourth
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
Total revenues
 
$
116,294

 
$
115,870

 
$
118,014

 
$
117,925

Net income
 
$
6,728

 
$
26,661

 
$
31,442

 
$
2,075

Net income attributed to SIR
 
$
6,728

 
$
26,661

 
$
31,442

 
$
2,075

Net income attributed to SIR per common share - basic and diluted
 
$
0.08

 
$
0.30

 
$
0.35

 
$
0.02

Common distributions declared
 
$
0.51

 
$
0.51

 
$
0.51

 
$
0.51

Note 15. Subsequent Events

Upon consummation of the Merger, we ceased to exist as a separate entity after December 31, 2018. Subsequent events have been evaluated through February 28, 2019, the date the consolidated financial statements were available to be issued.


F- 32


SELECT INCOME REIT
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
September 30, 2018
(dollars in thousands)
 
 
 
Balance at
 
Charged to
 
 
 
Balance
 
 
Beginning
 
Costs and
 
 
 
at End
Description
 
of Period
 
Expenses
 
Deductions
 
of Period
Year ended December 31, 2016:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
464

 
$
496

 
$
(87
)
 
$
873

Year ended December 31, 2017:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
873

 
$
587

 
$
(64
)
 
$
1,396

Nine months ended September 30, 2018:
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
 
$
1,396

 
$
883

 
$
(52
)
 
$
2,227



S- 1


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings and
Subsequent to
 
 
 
 
Buildings and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
40 Inverness Center Parkway
Birmingham
AL
1
Office
$

$
1,427

$
10,634

$
232

 
$

 
$
1,427

$
10,866

$
12,293

$
2,100

12/9/2010
1984
42 Inverness Center Parkway
Birmingham
AL
1
Office

1,273

10,824

246

 

 
1,273

11,070

12,343

2,137

12/9/2010
1985
44 Inverness Center Parkway
Birmingham
AL
1
Office

1,508

10,638

8,393

 

 
1,508

19,031

20,539

2,103

12/9/2010
1985
46 Inverness Center Parkway
Birmingham
AL
Land

2,000



 

 
2,000


2,000


12/9/2010
445 Jan Davis Drive
Huntsville
AL
1
Office

1,652

8,634

(6
)
 

 
1,652

8,628

10,280

467

7/22/2016
2007
4905 Moores Mill Road
Huntsville
AL
1
Industrial

5,628

67,373


 

 
5,628

67,373

73,001

10,246

8/31/2012
1979
4501 Industrial Drive*
Fort Smith
AR
1
Industrial

900

3,485


 

 
900

3,485

4,385

320

1/29/2015
2013
16001 North 28th Avenue
Phoenix
AZ
1
Office

2,490

10,799

460

 

 
2,490

11,259

13,749

956

4/16/2015
1998
2149 West Dunlap Avenue
Phoenix
AZ
1
Office

5,600

14,433

102

 

 
5,600

14,535

20,135

1,331

1/29/2015
1983
1920 and 1930 W University Drive
Tempe
AZ
2
Office

1,122

10,122

2,217

 

 
1,122

12,339

13,461

5,332

6/30/1999
1988
2544 and 2548 Campbell Place
Carlsbad
CA
2
Office

3,381

17,918

15

 

 
3,381

17,933

21,314

2,691

9/21/2012
2007
2235 Iron Point Road
Folsom
CA
1
Office

3,450

25,504


 

 
3,450

25,504

28,954

4,941

12/17/2010
2008
47131 Bayside Parkway
Fremont
CA
1
Office

5,200

4,860

1,852

 

 
5,200

6,712

11,912

1,279

3/19/2009
1990
100 Redwood Shores Parkway
Redwood City
CA
1
Office

12,300

23,231


 

 
12,300

23,231

35,531

2,130

1/29/2015
1993
3875 Atherton Road
Rocklin
CA
1
Office

200

3,980


 

 
200

3,980

4,180

365

1/29/2015
1991
145 Rio Robles Drive
San Jose
CA
1
Office

5,063

8,437

299

 

 
5,063

8,736

13,799

1,006

12/23/2013
1984
2090 Fortune Drive
San Jose
CA
1
Office

5,700

1,998


 

 
5,700

1,998

7,698

183

1/29/2015
1996
2115 O'Nel Drive
San Jose
CA
1
Office

8,000

25,098

102

 

 
8,000

25,200

33,200

2,305

1/29/2015
1984
3939 North First Street
San Jose
CA
1
Office

6,160

7,961

373

 

 
6,160

8,334

14,494

965

12/23/2013
1984
51 and 77 Rio Robles Drive
San Jose
CA
2
Office

11,545

19,879

54

 

 
11,545

19,933

31,478

2,365

12/23/2013
1,984
6448-6450 Via Del Oro
San Jose
CA
1
Office

2,700

11,549

488

 

 
2,700

12,037

14,737

1,093

1/29/2015
1983
2450 and 2500 Walsh Avenue
Santa Clara
CA
2
Office

8,200

36,597

172

 

 
8,200

36,769

44,969

3,361

1/29/2015
1982
3250 and 3260 Jay Street
Santa Clara
CA
2
Office

11,900

52,059


 

 
11,900

52,059

63,959

4,772

1/29/2015
1982
350 West Java Drive
Sunnyvale
CA
1
Office

11,552

12,461

70

 

 
11,552

12,531

24,083

1,844

11/15/2012
1984
7958 South Chester Street
Centennial
CO
1
Office

7,400

23,278

371

 

 
7,400

23,649

31,049

2,159

1/29/2015
2000
350 Spectrum Loop
Colorado Springs
CO
1
Office

3,100

20,165

7

 

 
3,100

20,172

23,272

1,849

1/29/2015
2000
955 Aeroplaza Drive*
Colorado Springs
CO
1
Industrial

800

7,412


 

 
800

7,412

8,212

680

1/29/2015
2012
13400 East 39th Avenue and 3800 Wheeling Street*
Denver
CO
2
Industrial

3,100

12,955

46

 

 
3,100

13,001

16,101

1,214

1/29/2015
1973
333 Inverness Drive South
Englewood
CO
1
Office

3,230

11,801

2,275

 

 
3,230

14,076

17,306

1,920

6/15/2012
1998
150 Greenhorn Drive*
Pueblo
CO
1
Industrial

200

4,177


 

 
200

4,177

4,377

383

1/29/2015
2013
2 Tower Drive*
Wallingford
CT
1
Industrial

1,471

2,165

7

 

 
1,471

2,172

3,643

655

10/24/2006
1978

S- 2


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings and
Subsequent to
 
 
 
 
Buildings and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
1 Targeting Center
Windsor
CT
1
Office
$

$
1,850

$
7,226

$

 
$

 
$
1,850

$
7,226

$
9,076

$
1,114

7/20/2012
1980
235 Great Pond Drive*
Windsor
CT
1
Industrial

2,400

9,469


 

 
2,400

9,469

11,869

1,460

7/20/2012
2004
10450 Doral Boulevard*
Doral
FL
1
Industrial

15,225

28,101


 

 
15,225

28,101

43,326

235

6/27/2018
1996
10350 NW 112th Avenue
Miami
FL
1
Office

3,500

19,954

289

 

 
3,500

20,243

23,743

1,841

1/29/2015
2002
2100 NW 82nd Avenue*
Miami
FL
1
Industrial

144

1,297

454

 

 
144

1,751

1,895

737

3/19/1998
1987
One Primerica Parkway
Duluth
GA
1
Office

6,900

50,433


 

 
6,900

50,433

57,333

4,623

1/29/2015
2013
1000 Mapunapuna Street*
Honolulu
HI
1
Land

2,252



 

 
2,252


2,252


12/5/2003
1001 Ahua Street*
Honolulu
HI
1
Land

15,155

3,312

92

 

 
15,155

3,404

18,559

1,247

12/5/2003
1024 Kikowaena Place*
Honolulu
HI
1
Land

1,818



 

 
1,818


1,818


12/5/2003
1024 Mapunapuna Street*
Honolulu
HI
1
Land

1,385



 

 
1,385


1,385


12/5/2003
1027 Kikowaena Place*
Honolulu
HI
1
Land

5,444



 

 
5,444


5,444


12/5/2003
1030 Mapunapuna Street*
Honolulu
HI
1
Land

5,655



 

 
5,655


5,655


12/5/2003
1038 Kikowaena Place*
Honolulu
HI
1
Land

2,576



 

 
2,576


2,576


12/5/2003
1045 Mapunapuna Street*
Honolulu
HI
1
Land

819



 

 
819


819


12/5/2003
1050 Kikowaena Place*
Honolulu
HI
1
Land

1,404

873


 

 
1,404

873

2,277

323

12/5/2003
1052 Ahua Street*
Honolulu
HI
1
Land

1,703


240

 

 
1,703

240

1,943

78

12/5/2003
1055 Ahua Street*
Honolulu
HI
1
Land

1,216



 

 
1,216


1,216


12/5/2003
106 Puuhale Road*
Honolulu
HI
1
Industrial

1,113


229

 

 
1,113

229

1,342

51

12/5/2003
1966
1062 Kikowaena Place*
Honolulu
HI
1
Land

1,049

599


 

 
1,049

599

1,648

221

12/5/2003
1122 Mapunapuna Street*
Honolulu
HI
1
Land

5,782



 

 
5,782


5,782


12/5/2003
113 Puuhale Road*
Honolulu
HI
1
Land

3,729



 

 
3,729


3,729


12/5/2003
1150 Kikowaena Place*
Honolulu
HI
1
Land

2,445



 

 
2,445


2,445


12/5/2003
120 Mokauea Street*
Honolulu
HI
1
Industrial

1,953


655

 

 
1,953

655

2,608

99

12/5/2003
1970
120 Sand Island Access Road*
Honolulu
HI
1
Industrial

1,130

11,307

1,298

 

 
1,130

12,605

13,735

4,242

11/23/2004
2004
120B Mokauea Street*
Honolulu
HI
1
Industrial

1,953



 

 
1,953


1,953


12/5/2003
1970
125 Puuhale Road*
Honolulu
HI
1
Land

1,630



 

 
1,630


1,630


12/5/2003
125B Puuhale Road*
Honolulu
HI
1
Land

2,815



 

 
2,815


2,815


12/5/2003
1330 Pali Highway*
Honolulu
HI
1
Land

1,423



 

 
1,423


1,423


12/5/2003
1360 Pali Highway*
Honolulu
HI
1
Land

9,170


161

 

 
9,170

161

9,331

101

12/5/2003
140 Puuhale Road*
Honolulu
HI
1
Land

1,100



 

 
1,100


1,100


12/5/2003
142 Mokauea Street*
Honolulu
HI
1
Industrial

2,182


1,455

 

 
2,182

1,455

3,637

349

12/5/2003
1972

S- 3


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands) 
 
 
 
Number of
 
 
Initial Cost to
 
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
 
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings and
 
Subsequent to
 
 
 
 
Buildings and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
 
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
148 Mokauea Street*
Honolulu
HI
1
Land
$

$
3,476

$

 
$

 
$

 
$
3,476

$

$
3,476

$

12/5/2003
150 Puuhale Road*
Honolulu
HI
1
Land

4,887


 

 

 
4,887


4,887


12/5/2003
151 Puuhale Road*
Honolulu
HI
1
Land

1,956


 

 

 
1,956


1,956


12/5/2003
158 Sand Island Access Road*
Honolulu
HI
1
Land

2,488


 

 

 
2,488


2,488


12/5/2003
165 Sand Island Access Road*
Honolulu
HI
1
Land

758


 

 

 
758


758


12/5/2003
179 Sand Island Access Road*
Honolulu
HI
1
Land

2,480


 

 

 
2,480


2,480


12/5/2003
180 Sand Island Access Road*
Honolulu
HI
1
Land

1,655


 

 

 
1,655


1,655


12/5/2003
1926 Auiki Street*
Honolulu
HI
1
Industrial

2,872


 
1,564

 

 
2,874

1,562

4,436

454

12/5/2003
1959
1931 Kahai Street*
Honolulu
HI
1
Land

3,779


 

 

 
3,779


3,779


12/5/2003
197 Sand Island Access Road*
Honolulu
HI
1
Land

1,238


 

 

 
1,238


1,238


12/5/2003
2001 Kahai Street*
Honolulu
HI
1
Land

1,091


 

 

 
1,091


1,091


12/5/2003
2019 Kahai Street*
Honolulu
HI
1
Land

1,377


 

 

 
1,377


1,377


12/5/2003
2020 Auiki Street*
Honolulu
HI
1
Land

2,385


 

 

 
2,385


2,385


12/5/2003
204 Sand Island Access Road*
Honolulu
HI
1
Land

1,689


 

 

 
1,689


1,689


12/5/2003
207 Puuhale Road*
Honolulu
HI
1
Land

2,024


 

 

 
2,024


2,024


12/5/2003
2103 Kaliawa Street*
Honolulu
HI
1
Land

3,212


 

 

 
3,212


3,212


12/5/2003
2106 Kaliawa Street*
Honolulu
HI
1
Land

1,568


 
169

 

 
1,568

169

1,737

64

12/5/2003
2110 Auiki Street*
Honolulu
HI
1
Land

837


 

 

 
837


837


12/5/2003
212 Mohonua Place*
Honolulu
HI
1
Land

1,067


 

 

 
1,067


1,067


12/5/2003
2122 Kaliawa Street*
Honolulu
HI
1
Land

1,365


 

 

 
1,365


1,365


12/5/2003
2127 Auiki Street*
Honolulu
HI
1
Land

2,906


 
97

 

 
2,906

97

3,003

23

12/5/2003
2135 Auiki Street*
Honolulu
HI
1
Land

825


 

 

 
825


825


12/5/2003
2139 Kaliawa Street*
Honolulu
HI
1
Land

885


 

 

 
885


885


12/5/2003
214 Sand Island Access Road*
Honolulu
HI
1
Industrial

1,864


 
404

 

 
1,864

404

2,268

40

12/5/2003
1981
2140 Kaliawa Street*
Honolulu
HI
1
Land

931


 

 

 
931


931


12/5/2003
2144 Auiki Street*
Honolulu
HI
1
Industrial

2,640


 
6,958

 

 
2,640

6,958

9,598

2,017

12/5/2003
1953
215 Puuhale Road*
Honolulu
HI
1
Land

2,117


 

 

 
2,117


2,117


12/5/2003
218 Mohonua Place*
Honolulu
HI
1
Land

1,741


 

 

 
1,741


1,741


12/5/2003
220 Puuhale Road*
Honolulu
HI
1
Land

2,619


 

 

 
2,619


2,619


12/5/2003
2250 Pahounui Drive*
Honolulu
HI
1
Land

3,862


 

 

 
3,862


3,862


12/5/2003
2264 Pahounui Drive*
Honolulu
HI
1
Land

1,632


 

 

 
1,632


1,632


12/5/2003

S- 4


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings and
Subsequent to
 
 
 
 
Buildings and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
2276 Pahounui Drive*
Honolulu
HI
1
Land
$

$
1,619

$

$

 
$

 
$
1,619

$

$
1,619

$

12/5/2003
228 Mohonua Place*
Honolulu
HI
1
Land

1,865



 

 
1,865


1,865


12/5/2003
2308 Pahounui Drive*
Honolulu
HI
1
Land

3,314



 

 
3,314


3,314


12/5/2003
231 Sand Island Access Road*
Honolulu
HI
1
Land

752



 

 
752


752


12/5/2003
231B Sand Island Access Road*
Honolulu
HI
1
Land

1,539



 

 
1,539


1,539


12/5/2003
2344 Pahounui Drive*
Honolulu
HI
1
Land

6,709



 

 
6,709


6,709


12/5/2003
238 Sand Island Access Road*
Honolulu
HI
1
Land

2,273



 

 
2,273


2,273


12/5/2003
2635 Waiwai Loop A*
Honolulu
HI
1
Land

934

350


 

 
934

350

1,284

129

12/5/2003
2635 Waiwai Loop B*
Honolulu
HI
1
Land

1,177

105


 

 
1,177

105

1,282

39

12/5/2003
2760 Kam Highway*
Honolulu
HI
1
Land

703


115

 

 
703

115

818


12/5/2003
2804 Kilihau Street*
Honolulu
HI
1
Land

1,775

2


 

 
1,775

2

1,777

1

12/5/2003
2806 Kaihikapu Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
2808 Kam Highway*
Honolulu
HI
1
Land

310



 

 
310


310


12/5/2003
2809 Kaihikapu Street*
Honolulu
HI
1
Land

1,837



 

 
1,837


1,837


12/5/2003
2810 Paa Street*
Honolulu
HI
1
Land

3,340



 

 
3,340


3,340


12/5/2003
2810 Pukoloa Street*
Honolulu
HI
1
Land

27,699


4

 

 
27,699

4

27,703

4

12/5/2003
2812 Awaawaloa Street*
Honolulu
HI
1
Land

1,801

2

1

 

 
1,801

3

1,804

2

12/5/2003
2814 Kilihau Street*
Honolulu
HI
1
Land

1,925



 

 
1,925


1,925


12/5/2003
2815 Kaihikapu Street*
Honolulu
HI
1
Land

1,818


5

 

 
1,818

5

1,823

1

12/5/2003
2815 Kilihau Street*
Honolulu
HI
1
Land

287



 

 
287


287


12/5/2003
2816 Awaawaloa Street*
Honolulu
HI
1
Land

1,009

27


 

 
1,009

27

1,036

10

12/5/2003
2819 Mokumoa Street - A*
Honolulu
HI
1
Land

1,821



 

 
1,821


1,821


12/5/2003
2819 Mokumoa Street - B*
Honolulu
HI
1
Land

1,816



 

 
1,816


1,816


12/5/2003
2819 Pukoloa Street*
Honolulu
HI
1
Land

2,090


33

 

 
2,090

33

2,123

8

12/5/2003
2821 Kilihau Street*
Honolulu
HI
1
Land

287



 

 
287


287


12/5/2003
2826 Kaihikapu Street*
Honolulu
HI
1
Land

3,921



 

 
3,921


3,921


12/5/2003
2827 Kaihikapu Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
2828 Paa Street*
Honolulu
HI
1
Land

12,448



 

 
12,448


12,448


12/5/2003
2829 Awaawaloa Street*
Honolulu
HI
1
Land

1,720

3


 

 
1,720

3

1,723

2

12/5/2003
2928 Kaihikapu Street - A*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
2829 Kilihau Street*
Honolulu
HI
1
Land

287



 

 
287


287


12/5/2003

S- 5


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
2829 Pukoloa Street*
Honolulu
HI
1
Land
$

$
2,088

$

$

 
$

 
$
2,088

$

$
2,088

$

12/5/2003
2830 Mokumoa Street*
Honolulu
HI
1
Land

2,146



 

 
2,146


2,146


12/5/2003
2831 Awaawaloa Street*
Honolulu
HI
1
Land

860



 

 
860


860


12/5/2003
2831 Kaihikapu Street*
Honolulu
HI
1
Land

1,272

529

56

 

 
1,272

585

1,857

215

12/5/2003
2833 Kilihau Street*
Honolulu
HI
1
Land

601



 

 
601


601


12/5/2003
2833 Paa Street #2*
Honolulu
HI
1
Land

1,675



 

 
1,675


1,675


12/5/2003
2833 Paa Street*
Honolulu
HI
1
Land

1,701



 

 
1,701


1,701


12/5/2003
2836 Awaawaloa Street*
Honolulu
HI
1
Land

1,353



 

 
1,353


1,353


12/5/2003
2838 Kilihau Street*
Honolulu
HI
1
Land

4,262



 

 
4,262


4,262


12/5/2003
2839 Kilihau Street*
Honolulu
HI
1
Land

627



 

 
627


627


12/5/2003
2839 Mokumoa Street*
Honolulu
HI
1
Land

1,942



 

 
1,942


1,942


12/5/2003
2840 Mokumoa Street*
Honolulu
HI
1
Land

2,149



 

 
2,149


2,149


12/5/2003
2841 Pukoloa Street*
Honolulu
HI
1
Land

2,088



 

 
2,088


2,088


12/5/2003
2844 Kaihikapu Street*
Honolulu
HI
1
Land

1,960

14


 

 
1,960

14

1,974

11

12/5/2003
2846-A Awaawaloa Street*
Honolulu
HI
1
Land

2,181

954


 

 
2,181

954

3,135

353

12/5/2003
2847 Awaawaloa Street*
Honolulu
HI
1
Land

582

303


 

 
582

303

885

112

12/5/2003
2849 Kaihikapu Street*
Honolulu
HI
1
Land

860



 

 
860


860


12/5/2003
2850 Awaawaloa Street*
Honolulu
HI
1
Land

286

172

1

 

 
286

173

459

64

12/5/2003
2850 Mokumoa Street*
Honolulu
HI
1
Land

2,143



 

 
2,143


2,143


12/5/2003
2850 Paa Street*
Honolulu
HI
1
Land

22,827



 

 
22,827


22,827


12/5/2003
2855 Kaihikapu Street*
Honolulu
HI
1
Land

1,807



 

 
1,807


1,807


12/5/2003
2855 Pukoloa Street*
Honolulu
HI
1
Land

1,934



 

 
1,934


1,934


12/5/2003
2857 Awaawaloa Street*
Honolulu
HI
1
Land

983



 

 
983


983


12/5/2003
2858 Kaihikapu Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
2861 Mokumoa Street*
Honolulu
HI
1
Land

3,867



 

 
3,867


3,867


12/5/2003
2864 Awaawaloa Street*
Honolulu
HI
1
Land

1,836


6

 

 
1,836

6

1,842

3

12/5/2003
2864 Mokumoa Street*
Honolulu
HI
1
Land

2,092



 

 
2,092


2,092


12/5/2003
2865 Pukoloa Street*
Honolulu
HI
1
Land

1,934



 

 
1,934


1,934


12/5/2003
2868 Kaihikapu Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
2869 Mokumoa Street*
Honolulu
HI
1
Land

1,794



 

 
1,794


1,794


12/5/2003
2875 Paa Street*
Honolulu
HI
1
Land

1,330



 

 
1,330


1,330


12/5/2003

S- 6


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
2879 Mokumoa Street*
Honolulu
HI
1
Land
$

$
1,789

$

$

 
$

 
$
1,789

$

$
1,789

$

12/5/2003
2879 Paa Street*
Honolulu
HI
1
Land

1,691


44

 

 
1,691

44

1,735

11

12/5/2003
2886 Paa Street*
Honolulu
HI
1
Land

2,205



 

 
2,205


2,205


12/5/2003
2889 Mokumoa Street*
Honolulu
HI
1
Land

1,783



 

 
1,783


1,783


12/5/2003
2906 Kaihikapu Street*
Honolulu
HI
1
Land

1,814

2


 

 
1,814

2

1,816

1

12/5/2003
2908 Kaihikapu Street*
Honolulu
HI
1
Land

1,798

12


 

 
1,798

12

1,810

1

12/5/2003
2915 Kaihikapu Street*
Honolulu
HI
1
Land

2,579



 

 
2,579


2,579


12/5/2003
2927 Mokumoa Street*
Honolulu
HI
1
Land

1,778



 

 
1,778


1,778


12/5/2003
2928 Kaihikapu Street - B*
Honolulu
HI
1
Land

1,948



 

 
1,948


1,948


12/5/2003
2960 Mokumoa Street*
Honolulu
HI
1
Land

1,977



 

 
1,977


1,977


12/5/2003
2965 Mokumoa Street*
Honolulu
HI
1
Land

2,140



 

 
2,140


2,140


12/5/2003
2969 Mapunapuna Street*
Honolulu
HI
1
Land

4,038

15


 

 
4,038

15

4,053

8

12/5/2003
2970 Mokumoa Street*
Honolulu
HI
1
Land

1,722



 

 
1,722


1,722


12/5/2003
33 S. Vineyard Boulevard*
Honolulu
HI
1
Land

844


6

 

 
844

6

850

6

12/5/2003
525 N. King Street*
Honolulu
HI
1
Land

1,342



 

 
1,342


1,342


12/5/2003
609 Ahua Street*
Honolulu
HI
1
Land

616


8

 

 
616

8

624

6

12/5/2003
619 Mapunapuna Street*
Honolulu
HI
1
Land

1,401

2

12

 

 
1,401

14

1,415

1

12/5/2003
645 Ahua Street*
Honolulu
HI
1
Land

882



 

 
882


882


12/5/2003
659 Ahua Street*
Honolulu
HI
1
Land

860

20


 

 
860

20

880

16

12/5/2003
659 Puuloa Road*
Honolulu
HI
1
Land

1,807



 

 
1,807


1,807


12/5/2003
660 Ahua Street*
Honolulu
HI
1
Land

1,783

3


 

 
1,783

3

1,786

3

12/5/2003
667 Puuloa Road*
Honolulu
HI
1
Land

860

2


 

 
860

2

862

2

12/5/2003
669 Ahua Street*
Honolulu
HI
1
Land

1,801

14

62

 

 
1,801

76

1,877

17

12/5/2003
673 Ahua Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
675 Mapunapuna Street*
Honolulu
HI
1
Land

1,081



 

 
1,081


1,081


12/5/2003
679 Puuloa Road*
Honolulu
HI
1
Land

1,807

3


 

 
1,807

3

1,810

2

12/5/2003
685 Ahua Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
673 Mapunapuna Street*
Honolulu
HI
1
Land

1,801

20


 

 
1,801

20

1,821

15

12/5/2003
692 Mapunapuna Street*
Honolulu
HI
1
Land

1,798



 

 
1,798


1,798


12/5/2003
697 Ahua Street*
Honolulu
HI
1
Land

994

811


 

 
994

811

1,805

302

12/5/2003
702 Ahua Street*
Honolulu
HI
1
Land

1,783

4


 

 
1,783

4

1,787

3

12/5/2003
704 Mapunapuna Street*
Honolulu
HI
1
Land

2,390

685


 

 
2,390

685

3,075

254

12/5/2003

S- 7


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
709 Ahua Street*
Honolulu
HI
1
Land
$

$
1,801

$

$

 
$

 
$
1,801

$

$
1,801

$

12/5/2003
719 Ahua Street*
Honolulu
HI
1
Land

1,960



 

 
1,960


1,960


12/5/2003
729 Ahua Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
733 Mapunapuna Street*
Honolulu
HI
1
Land

3,403



 

 
3,403


3,403


12/5/2003
739 Ahua Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
759 Puuloa Road*
Honolulu
HI
1
Land

1,766

3


 

 
1,766

3

1,769

3

12/5/2003
761 Ahua Street*
Honolulu
HI
1
Land

3,757

1


 

 
3,757

1

3,758

1

12/5/2003
766 Mapunapuna Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
770 Mapunapuna Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
789 Mapunapuna Street*
Honolulu
HI
1
Land

2,608

3


 

 
2,608

3

2,611

2

12/5/2003
80 Sand Island Access Road*
Honolulu
HI
1
Land

7,972



 

 
7,972


7,972


12/5/2003
803 Ahua Street*
Honolulu
HI
1
Land

3,804



 

 
3,804


3,804


12/5/2003
808 Ahua Street*
Honolulu
HI
1
Land

3,279



 

 
3,279


3,279


12/5/2003
812 Mapunapuna Street*
Honolulu
HI
1
Land

1,960

25

628

 

 
2,613


2,613


12/5/2003
819 Ahua Street*
Honolulu
HI
1
Land

4,821

583

30

 

 
4,821

613

5,434

226

12/5/2003
822 Mapunapuna Street*
Honolulu
HI
1
Land

1,795

15


 

 
1,795

15

1,810

12

12/5/2003
830 Mapunapuna Street*
Honolulu
HI
1
Land

1,801

25


 

 
1,801

25

1,826

19

12/5/2003
842 Mapunapuna Street*
Honolulu
HI
1
Land

1,795

14


 

 
1,795

14

1,809

11

12/5/2003
846 Ala Lilikoi Boulevard B*
Honolulu
HI
1
Land

234



 

 
234


234


12/5/2003
848 Ala Lilikoi Boulevard A*
Honolulu
HI
1
Land

9,426



 

 
9,426


9,426


12/5/2003
850 Ahua Street*
Honolulu
HI
1
Land

2,682

2


 

 
2,682

2

2,684

2

12/5/2003
852 Mapunapuna Street*
Honolulu
HI
1
Land

1,801



 

 
1,801


1,801


12/5/2003
855 Ahua Street*
Honolulu
HI
1
Land

1,834



 

 
1,834


1,834


12/5/2003
841 Mapunapuna Street*
Honolulu
HI
1
Land

3,265



 

 
3,265


3,265


12/5/2003
865 Ahua Street*
Honolulu
HI
1
Land

1,846



 

 
1,846


1,846


12/5/2003
889 Ahua Street*
Honolulu
HI
1
Land

5,888

315


 

 
5,888

315

6,203

46

11/21/2012
905 Ahua Street*
Honolulu
HI
1
Land

1,148



 

 
1,148


1,148


12/5/2003
918 Ahua Street*
Honolulu
HI
1
Land

3,820



 

 
3,820


3,820


12/5/2003
930 Mapunapuna Street*
Honolulu
HI
1
Land

3,654



 

 
3,654


3,654


12/5/2003
944 Ahua Street*
Honolulu
HI
1
Land

1,219



 

 
1,219


1,219


12/5/2003
949 Mapunapuna Street*
Honolulu
HI
1
Land

11,568



 

 
11,568


11,568


12/5/2003

S- 8


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
950 Mapunapuna Street*
Honolulu
HI
1
Land
$

$
1,724

$

$

 
$

 
$
1,724

$

$
1,724

$

12/5/2003
960 Ahua Street*
Honolulu
HI
1
Land

614



 

 
614


614


12/5/2003
960 Mapunapuna Street*
Honolulu
HI
1
Land

1,933



 

 
1,933


1,933


12/5/2003
970 Ahua Street*
Honolulu
HI
1
Land

817



 

 
817


817


12/5/2003
91-027 Kaomi Loop*
Kapolei
HI
1
Land

2,667



 

 
2,667


2,667


6/15/2005
91-064 Kaomi Loop*
Kapolei
HI
1
Land

1,826



 

 
1,826


1,826


6/15/2005
91-080 Hanua*
Kapolei
HI
1
Land

2,187



 

 
2,187


2,187


6/15/2005
91-083 Hanua*
Kapolei
HI
1
Land

716



 

 
716


716


6/15/2005
91-086 Kaomi Loop*
Kapolei
HI
1
Land

13,884



 

 
13,884


13,884


6/15/2005
91-087 Hanua*
Kapolei
HI
1
Land

381



 

 
381


381


6/15/2005
91-091 Hanua*
Kapolei
HI
1
Land

552



 

 
552


552


6/15/2005
91-102 Kaomi Loop*
Kapolei
HI
1
Land

1,599



 

 
1,599


1,599


6/15/2005
91-110 Kaomi Loop*
Kapolei
HI
1
Land

1,293



 

 
1,293


1,293


6/15/2005
91-119 Olai*
Kapolei
HI
1
Land

1,981



 

 
1,981


1,981


6/15/2005
91-210 Kauhi*
Kapolei
HI
1
Land

567



 

 
567


567


6/15/2005
91-141 Kalaeloa*
Kapolei
HI
1
Land

11,624



 

 
11,624


11,624


6/15/2005
91-150 Kaomi Loop*
Kapolei
HI
1
Land

3,159



 

 
3,159


3,159


6/15/2005
91-171 Olai*
Kapolei
HI
1
Land

218


47

 

 
218

47

265

11

6/15/2005
91-174 Olai*
Kapolei
HI
1
Land

962


47

 

 
962

47

1,009

15

6/15/2005
91-175 Olai*
Kapolei
HI
1
Land

1,243


43

 

 
1,243

43

1,286

17

6/15/2005
91-185 Kalaeloa*
Kapolei
HI
1
Land

1,761



 

 
1,761


1,761


6/15/2005
91-202 Kalaeloa*
Kapolei
HI
1
Industrial

1,722


326

 

 
1,722

326

2,048

43

6/15/2005
1964
91-209 Kuhela
Kapolei
HI
1
Land

1,352


26

 

 
1,352

26

1,378

1

6/15/2005
91-210 Olai*
Kapolei
HI
1
Land

706



 

 
706


706


6/15/2005
91-218 Olai*
Kapolei
HI
1
Land

1,622


61

 

 
1,622

61

1,683

16

6/15/2005
91-220 Kalaeloa*
Kapolei
HI
1
Industrial

242

1,457

172

 

 
242

1,629

1,871

526

6/15/2005
1991
91-222 Olai*
Kapolei
HI
1
Land

2,035



 

 
2,035


2,035


6/15/2005
91-238 Kauhi*
Kapolei
HI
1
Industrial

1,390


9,209

 

 
1,390

9,209

10,599

2,548

6/15/2005
1981
91-241 Kalaeloa*
Kapolei
HI
1
Industrial

426

3,983

838

 

 
426

4,821

5,247

1,540

6/15/2005
1990
91-250 Komohana*
Kapolei
HI
1
Land

1,506



 

 
1,506


1,506


6/15/2005
91-252 Kauhi*
Kapolei
HI
1
Land

536



 

 
536


536


6/15/2005

S- 9


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
91-255 Hanua*
Kapolei
HI
1
Land
$

$
1,230

$

$
44

 
$

 
$
1,230

$
44

$
1,274

$
29

6/15/2005
91-259 Olai*
Kapolei
HI
1
Land

2,944



 

 
2,944


2,944


6/15/2005
91-265 Hanua*
Kapolei
HI
1
Land

1,569



 

 
1,569


1,569


6/15/2005
91-300 Hanua*
Kapolei
HI
1
Land

1,381



 

 
1,381


1,381


6/15/2005
91-329 Kauhi*
Kapolei
HI
1
Industrial

294

2,297

2,380

 

 
294

4,677

4,971

1,314

6/15/2005
1980
91-349 Kauhi*
Kapolei
HI
1
Land

649



 

 
649


649


6/15/2005
91-399 Kauhi*
Kapolei
HI
1
Land

27,405



 

 
27,405


27,405


6/15/2005
91-400 Komohana*
Kapolei
HI
1
Land

1,494



 

 
1,494


1,494


6/15/2005
91-410 Komohana*
Kapolei
HI
1
Land

418


12

 

 
418

12

430

1

6/15/2005
91-416 Komohana*
Kapolei
HI
1
Land

713


11

 

 
713

11

724


6/15/2005
AES HI Easement*
Kapolei
HI
1
Land

1,250



 

 
1,250


1,250


6/15/2005
Other Easements & Lots*
Kapolei
HI
1
Land

358


1,246

 

 
358

1,246

1,604

335

6/15/2005
Tesaro 967 Easement*
Kapolei
HI
1
Land

6,593



 

 
6,593


6,593


6/15/2005
Texaco Easement*
Kapolei
HI
1
Land

2,653



 

 
2,653


2,653


6/15/2005
94-240 Pupuole Street*
Waipahu
HI
1
Land

717



 

 
717


717


12/5/2003
5500 SE Delaware Avenue*
Ankeny
IA
1
Industrial

2,200

16,994


 

 
2,200

16,994

19,194

1,557

1/29/2015
2012
951 Trails Road*
Eldridge
IA
1
Industrial

470

7,480

745

 

 
470

8,225

8,695

2,281

4/2/2007
1994
8305 NW 62nd Avenue
Johnston
IA
1
Office

2,500

31,508


 

 
2,500

31,508

34,008

2,888

1/29/2015
2011
2300 North 33rd Avenue East*
Newton
IA
1
Industrial

500

13,236

395

 

 
500

13,631

14,131

3,411

9/29/2008
2008
7121 South Fifth Avenue*
Pocatello
ID
1
Industrial

400

4,201

145

 

 
400

4,346

4,746

391

1/29/2015
2007
400 South Jefferson Street
Chicago
IL
1
Office
50,082

17,200

73,279


 

 
17,200

73,279

90,479

6,718

1/29/2015
1947
1230 West 171st Street*
Harvey
IL
1
Industrial

800

1,673


 

 
800

1,673

2,473

153

1/29/2015
2004
475 Bond Street
Lincolnshire
IL
1
Industrial

4,900

16,058


 

 
4,900

16,058

20,958

1,472

1/29/2015
2000
1415 West Diehl Road
Naperville
IL
1
Office

13,757

174,718


 

 
13,757

174,718

188,475

19,656

4/1/2014
2001
5156 American Road*
Rockford
IL
1
Industrial

400

1,529


 

 
400

1,529

1,929

140

1/29/2015
1996
440 North Fairway Drive
Vernon Hills
IL
1
Office

4,095

9,882


 

 
4,095

9,882

13,977

1,235

10/15/2013
1992
7601 Genesys Way
Indianapolis
IN
1
Office

1,421

10,832


 

 
1,421

10,832

12,253

316

7/19/2017
2003
7635 Genesys Way
Indianapolis
IN
1
Office

1,858

14,368

12

 

 
1,858

14,380

16,238

419

7/19/2017
2008
400 SW 8th Avenue
Topeka
KS
1
Office

1,300

15,918

456

 

 
1,300

16,374

17,674

2,509

7/30/2012
1983
1061 Pacific Avenue
Erlanger
KY
Land

732



 

 
732


732


6/30/2003
1101 Pacific Avenue
Erlanger
KY
1
Office

1,288

9,545

1,526

 

 
1,288

11,071

12,359

4,448

6/30/2003
1999

S- 10


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
17200 Manchac Park Lane*
Baton Rouge
LA
1
Industrial
$

$
1,700

$
8,860

$

 
$

 
$
1,700

$
8,860

$
10,560

$
812

1/29/2015
2014
209 South Bud Street*
Lafayette
LA
1
Industrial

700

4,549

9

 

 
700

4,558

5,258

417

1/29/2015
2010
300 Billerica Road
Chelmsford
MA
1
Office

2,009

6,727

114

 

 
2,009

6,841

8,850

1,011

9/27/2012
1984
330 Billerica Road
Chelmsford
MA
1
Office

1,410

7,322

1,220

 

 
1,410

8,542

9,952

1,527

1/18/2011
1984
111 Powdermill Road
Maynard
MA
1
Office

3,603

26,180

479

 
(12,651
)
 
2,909

14,702

17,611

527

3/30/2007
1990
314 Littleton Road
Westford
MA
1
Office

3,500

30,444


 

 
3,500

30,444

33,944

2,791

1/29/2015
2007
7001 Columbia Gateway Drive
Columbia
MD
1
Office

3,700

24,592


 

 
3,700

24,592

28,292

3,535

12/21/2012
2008
4000 Principio Parkway*
North East
MD
1
Industrial

4,200

71,518

632

 

 
4,200

72,150

76,350

6,567

1/29/2015
2012
16101 Queens Court*
Upper Marlboro
MD
1
Industrial

5,296

21,833


 

 
5,296

21,833

27,129


9/28/2018
2016
3550 Green Court
Ann Arbor
MI
1
Office

2,877

9,081

1,061

 

 
2,877

10,142

13,019

1,567

12/21/2012
1998
3800 Midlink Drive*
Kalamazoo
MI
1
Industrial

2,630

40,599


 

 
2,630

40,599

43,229

3,722

1/29/2015
2014
2401 Cram Avenue SE*
Bemidji
MN
1
Industrial

100

2,137


 

 
100

2,137

2,237

196

1/29/2015
2013
110 Stanbury Industrial Drive*
Brookfield
MO
1
Industrial

200

1,859


 

 
200

1,859

2,059

170

1/29/2015
2012
2555 Grand Boulevard
Kansas City
MO
1
Office

4,263

73,891

1,035

 

 
4,263

74,926

79,189

5,897

7/31/2015
2003
628 Patton Avenue*
Asheville
NC
1
Industrial

500

1,514


 

 
500

1,514

2,014

139

1/29/2015
1994
2300 Yorkmont Road
Charlotte
NC
1
Office

637

22,351

4,109

 

 
637

26,460

27,097

2,340

1/29/2015
1995
2400 Yorkmont Road
Charlotte
NC
1
Office

563

19,722

2,712

 

 
563

22,434

22,997

2,037

1/29/2015
1995
3900 NE 6th Street*
Minot
ND
1
Industrial

700

3,223


 

 
700

3,223

3,923

296

1/29/2015
2013
1415 West Commerce Way*
Lincoln
NE
1
Industrial

2,200

8,518


 

 
2,200

8,518

10,718

781

1/29/2015
1971
18010 and 18020 Burt Street
Omaha
NE
2
Office

2,600

47,226

16

 

 
2,600

47,242

49,842

4,331

1/29/2015
2012
309 Dulty's Lane*
Burlington
NJ
1
Industrial

1,600

51,400


 

 
1,600

51,400

53,000

4,712

1/29/2015
2001
500 Charles Ewing Boulevard
Ewing
NJ
1
Office

5,300

69,074


 

 
5,300

69,074

74,374

6,332

1/29/2015
2012
725 Darlington Avenue*
Mahwah
NJ
1
Industrial

8,492

9,451

953

 

 
8,492

10,404

18,896

1,104

4/9/2014
1999
299 Jefferson Road
Parsippany
NJ
1
Office

4,900

25,987

177

 

 
4,900

26,164

31,064

2,399

1/29/2015
2011
One Jefferson Road
Parsippany
NJ
1
Office

4,188

14,919

50

 

 
4,188

14,969

19,157

1,089

11/13/2015
2009
2375 East Newlands Road*
Fernley
NV
1
Industrial

1,100

17,314

286

 

 
1,100

17,600

18,700

1,620

1/29/2015
2007
55 Commerce Avenue*
Albany
NY
1
Industrial

1,000

10,105

179

 

 
1,000

10,284

11,284

946

1/29/2015
2013
8687 Carling Road
Liverpool
NY
1
Office

375

3,265

1,924

 

 
375

5,189

5,564

1,612

1/6/2006
1997
1212 Pittsford - Victor Road
Pittsford
NY
1
Office

528

3,755

1,253

 

 
528

5,008

5,536

1,688

11/30/2004
1965
500 Canal View Boulevard
Rochester
NY
1
Office

1,462

12,482

434

 

 
1,462

12,916

14,378

4,004

1/6/2006
1996
32150 Just Imagine Drive*
Avon
OH
1
Industrial

2,200

23,280


 

 
2,200

23,280

25,480

5,432

5/29/2009
1996

S- 11


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
 
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Property Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
1415 Industrial Drive*
Chillicothe
OH
1
Industrial
$

$
1,200

$
3,265

$

 
$

 
$
1,200

$
3,265

$
4,465

$
299

1/29/2015
2012
2231 Schrock Road
Columbus
OH
1
Office

700

4,472

455

 

 
700

4,927

5,627

439

1/29/2015
1999
5300 Centerpoint Parkway*
Groveport
OH
1
Industrial

2,700

29,863


 

 
2,700

29,863

32,563

2,737

1/29/2015
2014
200 Orange Point Drive*
Lewis Center
OH
1
Industrial

1,300

8,613

158

 

 
1,300

8,771

10,071

791

1/29/2015
2013
301 Commerce Drive*
South Point
OH
1
Industrial

600

4,530


 

 
600

4,530

5,130

415

1/29/2015
2013
2820 State Highway 31*
McAlester
OK
1
Industrial

581

2,237

4,632

 

 
581

6,869

7,450

322

1/29/2015
2012
5 Logistics Drive*
Carlisle
PA
1
Industrial

3,299

15,515


 

 
3,299

15,515

18,814


9/20/2018
2016
8800 Tinicum Boulevard
Philadelphia
PA
1
Office
40,945

3,900

67,116

303

 

 
3,900

67,419

71,319

6,168

1/29/2015
2000
9680 Old Bailes Road
Fort Mill
SC
1
Office

800

8,057


 

 
800

8,057

8,857

739

1/29/2015
2007
996 Paragon Way*
Rock Hill
SC
1
Industrial

2,600

35,920


 

 
2,600

35,920

38,520

3,293

1/29/2015
2014
510 John Dodd Road*
Spartanburg
SC
1
Industrial

3,300

57,998

38

 

 
3,300

58,036

61,336

5,317

1/29/2015
2012
4836 Hickory Hill Road*
Memphis
TN
1
Industrial

1,402

10,769

635

 

 
1,402

11,404

12,806

1,052

12/23/2014
1984
2020 Joe B. Jackson Parkway*
Murfreesboro
TN
1
Industrial

7,500

55,259


 

 
7,500

55,259

62,759

5,065

1/29/2015
2012
16001 North Dallas Parkway
Addison
TX
2
Office

10,107

95,124

1,328

 

 
10,107

96,452

106,559

13,603

1/16/2013
1987
2115-2116 East Randol Mill Road
Arlington
TX
1
Office

2,100

9,769

1,373

 

 
2,100

11,142

13,242

1,450

1/29/2015
1989
Research Park-Cisco Building 3
Austin
TX
1
Industrial

539

4,849

471

 

 
539

5,320

5,859

2,412

6/16/1999
1999
Research Park-Cisco Building 4
Austin
TX
1
Industrial

902

8,158

720

 

 
902

8,878

9,780

3,996

6/16/1999
1999
1001 Noble Energy Way
Houston
TX
1
Office

3,500

118,128

739

 

 
3,500

118,867

122,367

10,872

1/29/2015
1998
10451 Clay Road
Houston
TX
1
Office

5,200

21,812


 

 
5,200

21,812

27,012

1,999

1/29/2015
2013
202 North Castlegory Road
Houston
TX
1
Office

887

12,594

1

 

 
887

12,595

13,482

446

5/12/2017
2016
6380 Rogerdale Road
Houston
TX
1
Office

13,600

33,228

638

 

 
13,600

33,866

47,466

3,056

1/29/2015
2006
4221 W. John Carpenter Freeway
Irving
TX
1
Office

542

4,879

186

 

 
542

5,065

5,607

2,526

3/19/1998
1995
8675,8701-8711 Freeport Pkwy and 8901 Esters Blvd
Irving
TX
3
Office

12,300

69,310


 

 
12,300

69,310

81,610

6,354

1/29/2015
1990
1511 East Common Street
New Braunfels
TX
1
Office

2,700

11,712


 

 
2,700

11,712

14,412

1,074

1/29/2015
2005
2900 West Plano Parkway
Plano
TX
1
Office

5,200

22,291


 

 
5,200

22,291

27,491

2,043

1/29/2015
1998
3400 West Plano Parkway
Plano
TX
1
Office

3,000

31,392

212

 

 
3,000

31,604

34,604

2,880

1/29/2015
1994
19100 Ridgewood Parkway
San Antonio
TX
1
Office

4,600

187,539

522

 

 
4,600

188,061

192,661

17,230

1/29/2015
2008
3600 Wiseman Boulevard
San Antonio
TX
1
Office

3,197

12,175

112

 

 
3,197

12,287

15,484

1,688

3/19/2013
2004
1800 Novell Place
Provo
UT
1
Office

6,700

78,940

(50
)
 

 
6,651

78,939

85,590

12,499

6/1/2012
2000
4885-4931 North 300 West
Provo
UT
2
Office

3,400

25,938


 

 
3,400

25,938

29,338

3,621

2/28/2013
2009

S- 12


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
 
 
 
Number of
 
 
Initial Cost to
Costs
 
 
 
Gross Amount Carried at
 
 
 
 
 
 
Buildings,
 
 
Company
Capitalized
 
 
 
Close of Period(4)
 
 
Original
 
 
 
Land Parcels
Property
 
 
Buildings  and
Subsequent to
 
 
 
 
Buildings  and
 
Accumulated
Date
Construction
Property
Location
State
and Easements
Type
Encumbrances(1)
Land
Equipment
Acquisition
 
Impairment
 
Land
Equipment
Total(2)
Depreciation(3)
Acquired
Date
1095 South 4800 West*
Salt Lake City
UT
1
Industrial
$

$
1,500

$
6,913

$

 
$

 
$
1,500

$
6,913

$
8,413

$
634

1/29/2015
2012
1901 Meadowville Technology Parkway*
Chester
VA
1
Industrial
49,251

4,000

67,511


 

 
4,000

67,511

71,511

6,188

1/29/2015
2012
Two Commercial Place
Norfolk
VA
1
Office

4,497

32,505

16

 

 
4,497

32,521

37,018

1,151

4/28/2017
1974
1910 East Parham Road
Richmond
VA
1
Office

778

2,362

12

 

 
778

2,374

3,152

188

7/20/2015
1989
1920 East Parham Road
Richmond
VA
1
Office

916

2,780

174

 

 
916

2,954

3,870

228

7/20/2015
1989
1950 East Parham Road
Richmond
VA
1
Office

708

2,148


 

 
708

2,148

2,856

170

7/20/2015
2012
501 South 5th Street
Richmond
VA
1
Office

13,849

109,823

254

 

 
13,849

110,077

123,926

14,427

7/2/2013
2009
9201 Forest Hill Avenue
Richmond
VA
1
Office

1,270

4,824

145

 

 
1,270

4,969

6,239

241

10/12/2016
1985
1751 Blue Hills Drive
Roanoke
VA
1
Industrial

4,300

19,236

224

 

 
4,300

19,460

23,760

1,853

1/29/2015
2003
45101 Warp Drive
Sterling
VA
1
Office

4,336

29,910

52

 

 
4,336

29,962

34,298

4,367

11/29/2012
2001
45201 Warp Drive
Sterling
VA
1
Office

2,735

16,198


 

 
2,735

16,198

18,933

2,362

11/29/2012
2000
45301 Warp Drive
Sterling
VA
1
Office

2,803

16,130


 

 
2,803

16,130

18,933

2,352

11/29/2012
2000
181 Battaile Drive*
Winchester
VA
1
Industrial

1,487

12,854

11

 

 
1,487

12,865

14,352

4,006

4/20/2006
1987
351, 401, 501 Elliott Ave West
Seattle
WA
3
Office
70,346

34,999

94,407

1,401

 

 
34,999

95,808

130,807

8,713

1/29/2015
2000
Total


366

210,624

1,057,285

3,169,227

81,997

 
(12,651
)

1,057,197

3,238,661

4,295,858

369,252












 

 






Properties Held For Sale
 











 


 










501 Ridge Avenue
Hanover
PA
1
Industrial

4,800

22,200

31

 
(15,241
)
 
3,076

8,714

11,790

46

9/24/2008
1948
91-008 Hanua
Kapolei
HI
1
Land

3,541


7

 

 
3,541

7

3,548

3

6/15/2005
Total


2


8,341

22,200

38

 
(15,241
)
 
6,617

8,721

15,338

49
















 


 










Grand Total


368

$
210,624

$
1,065,626

$
3,191,427

$
82,035

 
$
(27,892
)
 
$
1,063,814

$
3,247,382

$
4,311,196

$
369,301












 

 






Segment Data








 

 






SIR


99

$
161,373

$
399,755

$
2,460,978

$
43,941

 
$
(27,892
)
 
$
397,288

$
2,479,494

$
2,876,782

$
281,023



ILPT


269

49,251

665,871

730,449

38,094

 

 
666,526

767,888

1,434,414

88,278



 Total


368

$
210,624

$
1,065,626

$
3,191,427

$
82,035

 
$
(27,892
)
 
$
1,063,814

$
3,247,382

$
4,311,196

$
369,301



(1)
Represents mortgage debt and includes the unamortized balance of the fair value adjustments and debt issuance costs totaling $72.
(2)
Excludes value of real estate intangibles.
(3)
Depreciation on buildings and improvements is provided for periods ranging up to 40 years and on equipment up to 12 years.
(4)
The total aggregate cost for U.S. federal income tax purposes is approximately $4,711,542.
*
Owned by ILPT.

S- 13


SELECT INCOME REIT
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
September 30, 2018
(dollars in thousands)
Analysis of the carrying amount of real estate properties and accumulated depreciation:
 
 
Real Estate
 
Accumulated
 
 
Properties
 
Depreciation
Balance at December 31, 2015
 
$
4,119,668

 
$
(164,779
)
Additions
 
28,538

 
(78,151
)
Asset impairment
 
(5,484
)
 

Disposals
 
(302
)
 
302

Balance at December 31, 2016
 
4,142,420

 
(242,628
)
Additions
 
92,029

 
(80,239
)
Asset impairment
 
(229
)
 

Disposals
 
(1,680
)
 
1,680

Cost basis adjustment (1)
 
(6,846
)
 
6,938

Reclassification of property held for sale
 
(5,829
)
 

Balance at December 31, 2017
 
4,219,865

 
(314,249
)
Additions
 
107,147

 
(61,162
)
Asset impairment
 
(9,706
)
 

Disposals
 
(576
)
 
576

Cost basis adjustment (1)
 
(5,535
)
 
5,535

Reclassification of property held for sale
 
(15,337
)
 
48

Balance at September 30, 2018
 
$
4,295,858

 
$
(369,252
)

(1)
Represents the reclassification between accumulated depreciation and building made to a property at fair value, that was previously classified as held for sale, in accordance with GAAP.

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