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Equity Investments
3 Months Ended
Mar. 31, 2013
Equity Investments  
Equity Investments

Note 5.  Equity Investments

 

At March 31, 2013 and December 31, 2012, we had the following equity investments in Government Properties Income Trust, or GOV, and Affiliates Insurance Company, or AIC (including 100% attribution of SIR’s 12.5% equity ownership interest in AIC):

 

 

 

Ownership Percentage

 

Equity Investments

 

Equity in Earnings

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

December 31,

 

March 31,

 

December 31,

 

March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

GOV

 

%

18.2

%

$

 

$

173,452

 

$

4,111

 

$

2,913

 

AIC

 

25.0

%

25.0

%

11,394

 

11,259

 

151

 

45

 

 

 

 

 

 

 

$

11,394

 

$

184,711

 

$

4,262

 

$

2,958

 

 

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 estimated 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 three months ended March 31, 2013 and 2012, we received cash distributions from GOV totaling $4,279 and $4,179, respectively.

 

The following summarized financial data of GOV is as reported in GOV’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, or the GOV Quarterly Report.  References in our financial statements to the GOV Quarterly Report are included as references to the source of the data only, and the information in the GOV Quarterly Report is not incorporated by reference into our financial statements.

 

Condensed Consolidated Balance Sheet:

 

 

 

December 31,

 

 

 

2012

 

Real estate properties, net

 

$

1,357,986

 

Acquired real estate leases, net

 

144,484

 

Cash and cash equivalents

 

5,255

 

Rents receivable, net

 

29,099

 

Other assets, net

 

25,310

 

Total assets

 

$

1,562,134

 

 

 

 

 

Unsecured revolving credit facility

 

$

49,500

 

Unsecured term loan

 

350,000

 

Mortgage notes payable

 

93,127

 

Assumed real estate lease obligations, net

 

19,129

 

Other liabilities

 

22,927

 

Shareholders’ equity

 

1,027,451

 

Total liabilities and shareholders’ equity

 

$

1,562,134

 

 

Condensed Consolidated Statements of Income:

 

 

 

Three Months Ended March 31,

 

 

 

2013

 

2012

 

Rental income

 

$

57,678

 

$

49,997

 

Operating expenses

 

(20,068

)

(17,977

)

Depreciation and amortization

 

(13,696

)

(11,910

)

Acquisition related costs

 

(34

)

(49

)

General and administrative

 

(3,249

)

(3,002

)

Operating income

 

20,631

 

17,059

 

 

 

 

 

 

 

Interest and other income

 

11

 

8

 

Interest expense

 

(4,147

)

(4,023

)

Equity in earnings of an investee

 

76

 

45

 

Income before income tax expense

 

16,571

 

13,089

 

Income tax expense

 

(43

)

(45

)

Income from continuing operations

 

16,528

 

13,044

 

Discontinued operations:

 

 

 

 

 

Income from discontinued operations

 

30

 

15

 

Net gain on sale of properties from discontinued operations

 

8,168

 

 

Net income

 

$

24,726

 

$

13,059

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

54,645

 

47,052

 

 

 

 

 

 

 

Per common share:

 

 

 

 

 

Income from continuing operations

 

$

0.30

 

$

0.28

 

Income from discontinued operations

 

$

0.15

 

$

 

Net income

 

$

0.45

 

$

0.28

 

 

As of March 31, 2013, we and SIR have invested a total of $10,544 in AIC, an insurance company owned in equal proportion by Reit Management & Research LLC, our business and property manager, or RMR, us (excluding SIR’s AIC interest), SIR and five other companies to which RMR provides management services, including GOV.  We and SIR may invest additional amounts in AIC in the future if the expansion of this insurance business requires additional capital, but we and SIR are not obligated to do so.  At March 31, 2013, we (without SIR) and SIR each owned 12.5% of AIC with a combined carrying value of $11,394.  We and SIR use the equity method to account for this investment because we and SIR believe that we each have significant influence over AIC because all of our Trustees and all of SIR’s trustees are also directors of AIC.  Under the equity method, we record our and SIR’s percentage share of net earnings from AIC in our condensed 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 14 for additional information about our and SIR’s investment in AIC.