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Equity Investments
12 Months Ended
Dec. 31, 2013
Equity Investments  
Equity Investments

Note 6. Equity Investments

        At December 31, 2013 and 2012, we had the following equity investments in SIR, GOV and AIC:

 
  Ownership Percentage   Equity Investments   Equity in Earnings  
 
  December 31,   December 31,   Year Ended December 31,  
 
  2013   2012   2013   2012   2013   2012   2011  

SIR

    44.2 %   56.0% (1) $ 512,078   $   $ 21,153   $   $  

GOV

    0.0 %   18.2%          173,452     4,111     10,836     11,238  

AIC

    12.5 %   25.0%      5,913     11,259     490     584     139  
                                   

 

              $ 517,991   $ 184,711   $ 25,754   $ 11,420   $ 11,377  
                                   
                                   

(1)
SIR's financial position and results of operations were consolidated in our financial statements as of December 31, 2012, and therefore not reflected in the table above.

        At December 31, 2013, we owned 22,000,000, or approximately 44.2%, of the common shares of beneficial interest of SIR, with a carrying value of $512,078 and a market value, based on quoted market prices, of $588,280 ($26.74 per share). SIR is a REIT that is primarily focused on owning and investing in net leased, single tenant properties and was one of our consolidated subsidiaries until July 2, 2013. On July 2, 2013, SIR issued and sold to the public 10,500,000 of its common shares for $28.25 per common share. Prior to the completion of this offering, our 22,000,000 common shares of SIR represented approximately 56.0% of SIR's outstanding common shares, and SIR was one of our consolidated subsidiaries. Following the completion of this offering, our 22,000,000 common shares of SIR represented approximately 44.2% of SIR's outstanding common shares and SIR ceased to be our consolidated subsidiary. Accordingly, since the completion of this offering on July 2, 2013, we no longer consolidate our investment in SIR, but instead account for this investment under the equity method. Under the equity method, we record our percentage share of net earnings of SIR in our consolidated statements of operations. Prior to July 2, 2013, the operating results and investments of SIR were included in our consolidated results of operations and financial position. On July 2, 2013, our share of the underlying equity of SIR exceeded our carrying value by $17,609. As required under GAAP, we are amortizing this difference to equity in earnings of investees over a 34 year period, which approximates the average remaining useful lives of the buildings owned by SIR as of July 2, 2013. If we determine there is an "other than temporary" decline in the fair value of this investment, we would record a charge to earnings. See Notes 1 and 12 for additional information regarding SIR.

        Since July 2, 2013, we have received cash distributions from SIR totaling $19,800.

        The following summarized financial data of SIR as reported in SIR's Annual Report on Form 10-K for the year ended December 31, 2013, or the SIR Annual Report, includes the financial position and results of operations for periods prior to July 2, 2013 (the date SIR ceased to be our consolidated subsidiary), which are included in our consolidated results of operations when SIR was our consolidated subsidiary. References in our financial statements to the SIR Annual Report are included as references to the source of the data only, and the information in the SIR Annual Report is not incorporated by reference into our financial statements.

        Consolidated Balance Sheets:

 
  December 31,  
 
  2013   2012  

Real estate properties, net

  $ 1,579,234   $ 1,249,081  

Acquired real estate leases, net

    129,426     95,248  

Cash and cash equivalents

    20,025     20,373  

Rents receivable, net

    55,335     38,885  

Other assets, net

    17,839     27,065  
           

Total assets

  $ 1,801,859   $ 1,430,652  
           
           

Revolving credit facility

  $ 159,000   $ 95,000  

Term loan

    350,000     350,000  

Mortgage notes payable

    27,147     27,778  

Assumed real estate lease obligations, net

    26,966     20,434  

Other liabilities

    40,055     37,257  

Shareholders' equity

    1,198,691     900,183  
           

Total liabilities and shareholders' equity

  $ 1,801,859   $ 1,430,652  
           
           

        Consolidated Statements of Income:

 
  Year Ended December 31,  
 
  2013   2012   2011  

Rental income

  $ 159,011   $ 105,559   $ 91,775  

Tenant reimbursements and other income

    29,312     17,231     16,847  
               

Total revenues

    188,323     122,790     108,622  
               

Operating expenses

    36,382     23,796     22,946  

Depreciation and amortization

    31,091     14,860     11,205  

Acquisition related costs

    2,002     2,470      

General and administrative

    12,423     8,203     5,528  
               

Total expenses

    81,898     49,329     39,679  
               

Operating income

    106,425     73,461     68,943  

Interest expense

   
(13,763

)
 
(7,565

)
 
 
               

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

    92,662     65,896     68,943  

Income tax benefit (expense)

    96     (290 )    

Equity in earnings of an investee

    334     269      
               

Net income

  $ 93,092   $ 65,875   $ 68,943  
               
               

Weighted average common shares outstanding

    44,565     27,122      
               
               

Net income per common share

  $ 2.09   $ 2.43     N/A  
               
               

        On March 15, 2013, we sold all 9,950,000 common shares that we owned of GOV in a public offering for $25.20 per common share, raising gross proceeds of $250,740 ($239,576 after deducting underwriters' discounts and commissions and expenses). We recognized a gain on this sale of an equity investment of $66,293 as a result of the per share sales price of this transaction being above our per share carrying value. GOV is a REIT which primarily owns properties that are majority leased to government tenants and was our wholly owned subsidiary until its initial public offering in June 2009 when it became a separate public entity.

        During the years ended December 31, 2013, 2012 and 2011, we received cash distributions from GOV totaling $4,279, $16,816 and $16,617, respectively.

        The following summarized financial data of GOV as of December 31, 2012 and for the two years then ended, is as reported in GOV's Annual Report on Form 10-K for the year ended December 31, 2013, or the GOV Annual Report. References in our financial statements to the GOV Annual Report are included as references to the source of the data only, and the information in the GOV Annual Report is not incorporated by reference into our financial statements.

        Consolidated Balance Sheets:

 
  December 31,
2012
 

Real estate properties, net

  $ 1,311,202  

Assets of discontinued operations

    47,142  

Acquired real estate leases, net

    144,402  

Cash and cash equivalents

    5,255  

Rents receivable, net

    28,882  

Other assets, net

    25,251  
       

Total assets

  $ 1,562,134  
       
       

Unsecured revolving credit facility

  $ 49,500  

Unsecured term loan

    350,000  

Mortgage notes payable

    93,127  

Liabilities of discontinued operations

    298  

Assumed real estate lease obligations, net

    19,129  

Other liabilities

    22,629  

Shareholders' equity

    1,027,451  
       

Total liabilities and shareholders' equity

  $ 1,562,134  
       
       

        Consolidated Statements of Income:

 
  Year Ended
December 31,
 
 
  2012   2011  

Rental income

  $ 203,700   $ 168,074  
           

Operating expenses

    75,326     62,117  

Depreciation and amortization

    49,070     37,776  

Acquisition related costs

    1,614     3,504  

General and administrative

    11,924     10,469  
           

Total expenses

    137,934     113,866  
           

Operating income

    65,766     54,208  

Interest and other income

   
29
   
104
 

Interest expense

    (16,892 )   (12,057 )
           

Income from continuing operations before income tax expense and equity in earnings of an investee

    48,903     42,255  

Income tax expense

    (159 )   (203 )

Equity in earnings of an investee

    316     139  
           

Income from continuing operations

    49,060     42,191  

Income from discontinued operations

    900     3,806  
           

Net income

  $ 49,960   $ 45,997  
           
           

Weighted average common shares outstanding

    48,617     43,368  
           
           

Per common share:

             

Income from continuing operations

  $ 1.01   $ 0.97  
           
           

Income from discontinued operations

  $ 0.02   $ 0.09  
           
           

Net income

  $ 1.03   $ 1.06  
           
           

        As of December 31, 2013, we have invested $5,209 in AIC, an insurance company owned in equal proportion by us, RMR, GOV, SIR and four other companies to which RMR provides management services. At December 31, 2013, we owned 12.5% of AIC with a carrying value of $5,913. For the period that SIR was both a shareholder of AIC and our consolidated subsidiary, from May 2012 until July 2, 2013, our consolidated financial statements include SIR's equity investment interest in AIC. We and SIR use the equity method to account for our and SIR's investment in AIC because we and SIR believe that we each have significant influence over AIC because a majority of our Trustees and all of SIR's trustees are also directors of AIC. Following our deconsolidation of SIR, we continue to account for our investment in AIC under the equity method, as we continue to believe we have significant influence over AIC for the same reason. Under the equity method, we record our and our percentage share of SIR's percentage share of net earnings from AIC in our consolidated statements of operations. If we determine there is an "other than temporary" decline in the fair value of this investment, we would record a charge to earnings. In evaluating the fair value of this investment, we have considered, among other things, the assets and liabilities held by AIC, AIC's overall financial condition and the financial condition and prospects for AIC's insurance business. See Note 12 for additional information about our investment in AIC.