XML 100 R15.htm IDEA: XBRL DOCUMENT v2.4.1.9
Equity Investments
12 Months Ended
Dec. 31, 2014
Equity Method Investments and Joint Ventures [Abstract]  
Equity Investments
Equity Investments
At December 31, 2014 and 2013, we had the following equity investments (in thousands):
 
Ownership Percentage
 
Equity Investments
 
Equity in Earnings
 
December 31,
 
December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
2012
SIR
%
 
44.2
%
 
$

 
$
512,078

 
$
24,516

 
$
21,153

 
$

GOV
%
 
%
 

 

 

 
4,111

 
10,836

AIC
%
 
12.5
%
 

 
5,913

 
(56
)
 
490

 
584

 
 

 
 

 
$

 
$
517,991

 
$
24,460

 
$
25,754

 
$
11,420


Investment in SIR
SIR is a REIT that is primarily focused on owning and investing in net leased, single tenant properties. SIR was one of our consolidated subsidiaries until July 2, 2013 and was an unconsolidated equity investment from July 2, 2013 until July 9, 2014. 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 $512.1 million and a market value, based on quoted market prices, of $588.3 million ($26.74 per share). On July 9, 2014, we sold our entire stake of 22,000,000 common shares of SIR. We received $704.8 million in cash representing $32.04 per share and recognized a gain on sale of equity investment of $171.6 million in our consolidated statement of operations. Proceeds from this sale were used to repay our revolving credit facility and certain mortgage loans (Note 9). As a result of this sale, we no longer hold any interest in SIR.
During the second quarter of 2014, SIR issued 10,000,000 common shares in a public offering for $29.00 per common share, raising net proceeds (after deducting underwriters’ discounts and commissions and expenses) of approximately $277.4 million.  We recognized a gain on this sale by an equity investee of $16.9 million as a result of the per share sales price of this transaction being above our per share carrying value.  Our ownership percentage in SIR was reduced to 36.7% as a result of the transaction.
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 consolidated our investment in SIR, but instead account for this investment under the equity method. Under the equity method, we recorded 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 $17.6 million. As required under GAAP, we amortized 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. See Notes 1 and 19 for additional information regarding SIR.
For the period from July 2, 2013 through December 31, 2013, we received cash distributions from SIR totaling $19.8 million. For the period from January 1, 2014 through July 9, 2014, we received cash distributions from SIR totaling $20.7 million.
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. Summarized balance sheet information of SIR as of July 9, 2014, the date of sale, and December 31, 2013 and income statement information through July 9, 2014 is as follows (in thousands, except per share data):
 
July 9, 2014
 
December 31, 2013
Real estate properties, net
$
1,772,684

 
$
1,579,234

Acquired real estate leases, net
125,163

 
129,426

Cash and cash equivalents
27,531

 
20,025

Rents receivable, net
60,474

 
55,335

Other assets, net
17,698

 
17,839

Total assets
$
2,003,550

 
$
1,801,859

Revolving credit facility
$
74,000

 
$
159,000

Term loan
350,000

 
350,000

Mortgage notes payable
19,069

 
27,147

Assumed real estate lease obligations, net
26,945

 
26,966

Other liabilities
44,225

 
40,055

Shareholders' equity
1,489,311

 
1,198,691

Total liabilities and shareholders' equity
$
2,003,550

 
$
1,801,859



 
For the Period from
January 1, 2014
through July 9, 2014
 
Year Ended December 31,
 
 
2013
 
2012
Rental income
$
98,226

 
$
159,011

 
$
105,559

Tenant reimbursements and other income
16,980

 
29,312

 
17,231

Total revenues
115,206

 
188,323

 
122,790

Operating expenses
20,982

 
36,382

 
23,796

Depreciation and amortization
20,832

 
31,091

 
14,860

Acquisition related costs
374

 
2,002

 
2,470

General and administrative
7,731

 
12,423

 
8,203

Total expenses
49,919

 
81,898

 
49,329

Operating income
65,287

 
106,425

 
73,461

Interest expense
(7,287
)
 
(13,763
)
 
(7,565
)
Gain on early extinguishment of debt
243

 

 

Income before income tax expense and equity in earnings of an investee
58,243

 
92,662

 
65,896

Income tax (expense) benefit
(90
)
 
96

 
(290
)
Equity in earnings of an investee
32

 
334

 
269

Net income
$
58,185

 
$
93,092

 
$
65,875

Weighted average common shares outstanding
52,394

 
44,565

 
27,122

Net income per common share
$
1.11

 
$
2.09

 
$
2.43


Investment in GOV
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 $250.7 million ($239.6 million after deducting underwriters' discounts and commissions and expenses). We recognized a gain on this sale of an equity investment of $66.3 million 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 and 2012, we received cash distributions from GOV totaling $4.3 million and $16.8 million, respectively.
The following summarized financial data of GOV for the year ended December 31, 2012, 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. Summarized income statement information for the year ended December 31, 2012 is as follows (in thousands, except per share data):
 
Year Ended
December 31, 2012
Rental income
$
203,700

Operating expenses
75,326

Depreciation and amortization
49,070

Acquisition related costs
1,614

General and administrative
11,924

Total expenses
137,934

Operating income
65,766

Interest and other income
29

Interest expense
(16,892
)
Income from continuing operations before income tax expense and equity in earnings of an investee
48,903

Income tax expense
(159
)
Equity in earnings of an investee
316

Income from continuing operations
49,060

Income from discontinued operations
900

Net income
$
49,960

Weighted average common shares outstanding
48,617

Per common share:
 

Income from continuing operations
$
1.01

Income from discontinued operations
$
0.02

Net income
$
1.03


Investment in AIC
As of May 9, 2014, we had a net investment of $5.8 million in AIC, an insurance company owned in equal proportion until May 9, 2014 by us, our former manager RMR, GOV, SIR and four other companies to which RMR provides management services. On May 9, 2014, as a result of the removal of the former Trustees and in accordance with the terms of the shareholders agreement between us and the other AIC shareholders, the other AIC shareholders exercised their right to purchase all of the 20,000 shares of AIC we then owned.  We received $5.8 million in aggregate proceeds from this sale.  We no longer own any interest in AIC.  Our participation in the AIC property insurance program expired in June 2014.  See Note 19 for additional information about our investment in AIC.