Investor Presentation
Transcript of Investor Presentation
Government Properties Income Trust Investor Presentation
September 2015
50 West State Street, Trenton, NJ.
Square Feet: 266,995.
Primary Tenant: New Jersey Dept. of the Treasury.
Capitol Place, Sacramento, CA
Square Feet: 163,840
Primary Tenant: California Dept. of Finance
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Disclaimer.
THIS PRESENTATION CONTAINS CERTAIN FORWARD LOOKING STATEMENTS THAT ARE SUBJECT TO VARIOUS RISKS
AND UNCERTAINTIES. FORWARD LOOKING STATEMENTS ARE GENERALLY IDENTIFIABLE BY USE OF FORWARD
LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “POTENTIAL,” “INTEND,” “EXPECT,” “OUTLOOK,” “SEEK,”
“ANTICIPATE,” “ESTIMATE,” “APPROXIMATELY,” “BELIEVE,” “COULD,” “PROJECT,” “PREDICT,” OR OTHER SIMILAR WORDS
OR EXPRESSIONS. ALTHOUGH GOV BELIEVES THAT THE EXPECTATIONS REFLECTED IN THESE FORWARD LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, GOV’S ACTUAL RESULTS AND PERFORMANCE COULD
DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD LOOKING STATEMENTS. FOR A LIST OF FACTORS
THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON GOV’S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL
CONDITION, FUNDS FROM OPERATIONS, NET OPERATING INCOME, CASH FLOWS, LIQUIDITY AND PROSPECTS,
PLEASE REFER TO GOV’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2014 AND
SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON ANY FORWARD LOOKING STATEMENT. EXCEPT AS REQUIRED BY APPLICABLE LAW, WE UNDERTAKE
NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.
THIS PRESENTATION CONTAINS NON-GAAP FINANCIAL MEASURES INCLUDING NORMALIZED FUNDS FROM
OPERATIONS (FFO), ADJUSTED EBITDA, NET OPERATING INCOME (NOI) AND CASH BASIS NOI. RECONCILIATIONS FOR
THESE METRICS TO THE CLOSEST U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR GAAP, METRICS ARE
INCLUDED IN THE APPENDIX.
Note: Unless otherwise noted, data is presented as of June 30, 2015 and excludes properties classified as discontinued operations.
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• Government Properties Income Trust (NYSE: GOV)
is a real estate investment trust (REIT) focused on
owning and operating properties majority leased to
government tenants.
We are the U.S. Government’s largest landlord and own
71 properties located in 31 states and Washington D.C.
containing approximately 10.7 million square feet.
Properties are 94.3% leased.
93% of our annualized rental income is paid by the
U.S. Government (on behalf of 38 agencies), 12 state governments and the United Nations.
• Own 28% of the outstanding shares of Select Income REIT (NYSE: SIR).
• Dividend yield is currently more than twice that of most office REIT peers.
• Investment grade rated by Moody’s (Baa3) and S&P (BBB-).
Company overview.
Annualized Rental Income by Tenant(1)
(1) Source: Colliers International.
(2) Percentage of annualized rental income is calculated using annualized contractual base rents from our tenants pursuant to our lease agreements
with them as of 6/30/15, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excludes lease value
amortization.
U.S. Gov. 67.7%
State Govs. 20.7%
U.N. 4.4%
Non-Gov. 7.2%
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A conservative strategy designed to provide secure and stable income. Enhancing security through leasing:
• Well over 90% of GOV’s rental income is paid by investment
grade tenants; significantly above the office REIT average.
• On average, government tenants remain in place significantly
longer than private sector tenants, with U.S. Government tenants
historically occupying the same space for more than 20 years.
• Tenant improvements upon renewal have historically been modest.
Enhancing security through fiscal management:
• We have been investment grade rated since 2010.
• As competition has intensified and capitalization rates have
compressed, we significantly slowed our acquisition pace and
initiated a capital recycling plan.
• We expect that our acquisitions and dispositions will be
reasonably balanced in the near term.
Representative GOV Tenants
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GOV’s diversified portfolio today.
U.S. Government Tenant Diversity(1) State Government Tenant Diversity(1)
Geographic Diversity(1)(3)
(1) Amounts exclude properties classified as discontinued operations.
(2) Sq. ft. is pursuant to leases existing as of 6/30/15, and includes (i) space being fitted out for occupancy, if any, and (ii) space which is leased but is not occupied or is being offered for sublease, if any, and rentable sq. ft. measurements are subject to modest changes when space is re-measured or re-
configured for new tenants.
(3) Percentage of annualized rental income is calculated using annualized contractual base rents from our tenants pursuant to our lease agreements with them as of 6/30/15, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excludes lease value
amortization.
(4) Agency occupant cannot be disclosed.
CA
VA
DC
GA
NY MD MA
Other
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Government leasing dynamics. U.S. Government:
• General Services Administration (GSA) oversees virtually all U.S. Government real estate, entering gross
leases on behalf of agencies with flat rents and annual expense reimbursements over an established base as
determined by Consumer Price Index changes plus 100% of real estate tax increases over a base amount.
• GSA has focused on reducing the amount of space per federal employee, challenging lease renewals if
underutilized federally owned properties are available, and meeting security requirements and green initiatives.
• Primary lease terms tend to be for 10-20 years with renewal options for 5 years.
• While 3-5 year renewal terms have been favored recently, newly proposed legislation would require a minimum
lease term of 10 years for all new GSA leases.
State governments:
• Most leases are full service gross with periodic rent increases and no reimbursement of operating expenses.
• Some state leases are subject to annual budget appropriations, which in GOV’s experience rarely result in
early terminations.
Amid a challenging environment, GOV has managed to increase its occupancy and generate a 9%
weighted average roll-up in rent with government tenants over the past two years.
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GOV has manageable lease expirations and a history of renewing a high percentage of its leases.
LEASE EXPIRATION SCHEDULE(1)
(dollars and sq. ft. in thousands)
As of June 30, 2015
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• GOV typically begins to discuss renewals
with tenants at least two years prior to
lease expiration.
• As of June 30, 2015, leases contributing
approximately 20% of GOV’s annualized
rental income were set to expire over the
ensuing 24 months. Of this total, GOV
currently believes:
It will be able to renew or extend leases for
the vast majority of this expiring rent;
Tenants contributing 2.4% of GOV’s annualized
rent are expected to vacate; and
Tenants contributing 1.7% of GOV’s annualized rent are at risk of vacating or downsizing.
• GOV typically markets its unoccupied space to both government and non-government
tenants via separate brokers.
Lease Expirations(1)
Tenant retention expected to remain high.
2.4% 1.7%
16.2%
79.7%
Will VacateHigh RiskExpected to Renew
(1) Percentage of annualized rental income, which is calculated using annualized contractual base rents from our tenants pursuant to our lease agreements
with them as of 6/30/15, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excludes lease value
amortization.
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$0
$100
$200
$300
$400
$500
2009 2010 2011 2012 2013 2014 2015
U.S. Government State Government United Nations
($ in millions)
Acquisition History Through June 30, 2015
Selectively targeting accretive acquisitions.
(1) Represents the ratio of (x) annual straight line rental income, excluding the impact of above and below market lease amortization, based on existing
leases at the acquisition date, less estimated annual property operating expenses as of the date of the acquisition, excluding depreciation and
amortization expense, to (y) the acquisition purchase price, excluding acquisition costs.
(2) Average remaining lease term weighted based on rental income as of the date of acquisition.
GOV has slowed its acquisition pace since the start of 2013, purchasing 9 properties for approximately
$260 million at a weighted avg. cap rate of 8.6%(1) and a weighted avg. remaining lease term of 7.3 years(2).
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GOV’s capital recycling track record.
• Since 2013, GOV has identified properties for
disposition based upon the following criteria:
A property is vacant and the re-leasing prospects are
challenged either because of high potential capital costs
or a weak leasing environment; or
We are uncertain of the government’s long term commitment
to a property, and we believe the downtime to find a
replacement tenant is unacceptably long and/or the leasing
cost to retenant the space is uneconomical.
• From the start of 2013 through February 2015, GOV had sold five properties for an
aggregate sale price of $66.2 million, excluding closing costs.
• Two properties remain held for sale.
• Expect to continue adding to GOV’s capital recycling program.
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GOV’s sustainability initiatives are enhancing portfolio metrics and earning accolades.
• The U.S. Government can favor buildings that are ENERGY STAR rated
or LEED designated. As a result, since becoming a public company in
2009, GOV has designated significant building improvement capital to
green building initiatives, reducing its carbon footprint and enhancing
relationships with tenants.
• 50 GOV properties already ENERGY STAR rated.
Buildings consume at least 25% less energy than the national median.
• 15 GOV properties already LEED designated.
Buildings consume less energy and water, have lower maintenance costs,
higher occupant satisfaction and lower greenhouse gas emissions.
• 7 GOV buildings already earning revenue through demand response
programs.
Reduces power consumption and greenhouse gas emissions.
• GOV has been recognized by the U.S. Department of Energy's Better
Buildings Alliance and the Institute for Market Transformation as an
inaugural “Green Lease Leader.”
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SIR investment adds further stability to cash flows.
• GOV has established a 28% equity interest in Select Income REIT (NYSE: SIR).
• Like GOV, SIR’s business is focused on providing secure cash flows to service its
financial obligations and offering a safe and growing distribution to its shareholders.
• SIR recently enhanced all of its key metrics and more than doubled the size of its asset
base through its accretive acquisition of Cole Corporate Income Trust.
• GOV expects to receive approximately $50 million annually from SIR in the form of
dividends based upon SIR’s current distribution rate.
• SIR’s payout ratio remains low relative to its REIT peers, providing GOV with further
potential to grow its cash flows.
• GOV believes its SIR investment has a valuation upside based upon SIR’s low trading
multiple and the implied cap rate of its property investments.
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Financials.
11411 E. Jefferson Avenue.
Square Feet: 55,966.
Tenant: U.S. Customs & Immigration Service.
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Debt/total book cap. 52.6%
Adjusted EBITDA/interest expense(1) 6.1x
Debt/annualized adjusted EBITDA(1) 4.9x
Weighted average interest rate(2) 2.88%
GOV maintains a conservative financial profile.
25%
16%
9%
47%
Unsecured revolving credit facility $ 59,000
Unsecured term loans 550,000
Senior unsecured debt 347,702
Mortgage debt 185,401
Total debt 1,142,103
Shareholders' equity 1,027,243
Total capitalization $ 2,169,346
(1) See Appendix for the calculation of earnings before interest, taxes, depreciation and amortization, or EBITDA, and Adjusted EBITDA, and a
reconciliation of net income determined in accordance with GAAP to those amounts.
(2) Includes the effect of unamortized fair value premiums related to certain assumed mortgage debt and unamortized original issue discount on senior
notes.
Key Balance Sheet Metrics as of and
for the Quarter Ended June 30, 2015
Book Capitalization as of June 30, 2015
($ in 000s)
3%
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$47,702
$107,933
$1,549 $1,671
$418,440
$301,619
$13,229
$250,000
$-
$150,000
$300,000
$450,000
2015 2016 2017 2018 2019 2020 2021 2022
GOV has manageable, laddered debt maturities.
Unsecured Revolving
Credit Facility
$750 million facility with $690
million available as of 6/30/15.
Matures in Jan. 2019 with a one
year extension option.
Unsecured Term Loans
$300 million loan which matures in
March 2020.
$250 million loan which matures in
March 2022.
Prepayable at any time.(1)
(1) Our $300,000 term loan is prepayable without penalty at any time. Our $250,000 term loan is prepayable at any time, subject to a
prepayment premium on the amount outstanding of 2% until 11/21/2015 and 1% for the period 11/22/2015 to 11/21/2016. There is no
premium due if prepaid after 11/21/2016.
Debt Maturity Schedule as of June 30, 2015
($ in 000s)
Unsecured Senior Notes
$350 million of fixed rate senior
unsecured debt.
Matures in Aug. 2019. Weighted average time to maturity is 4.4 years, in line with GOV’s
weighted average remaining lease term of 4.7 years.
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Appendix. 15451 North 28th Avenue, Phoenix, AZ.
Square Feet: 66,743.
Tenant: Northern Arizona University.
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Condensed consolidated balance sheets.
($ in 000s, except share data)
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Condensed consolidated statements of income. ($ in 000s, except share data)
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Calculation of property net operating income (NOI)
and cash basis NOI(1). ($ in 000s)
(1) Please see page 22 for a definition of NOI and Cash Basis NOI and reasons why management believes the presentation of these measures provides useful information to investors and any additional purposes for which
management uses NOI and Cash Basis NOI.
(2) Excludes properties classified as discontinued operations.
(3) We report rental income on a straight line basis over the terms of the respective leases; as a result, rental income includes non-cash straight line rent adjustments. Rental income also includes expense
reimbursements, tax escalations, parking revenues, service income and other fixed and variable charges paid to us by our tenants, as well as the net effect of non-cash amortization of intangible lease assets and liabilities.
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Calculation of EBITDA and adjusted EBITDA(1).
(1) Please see page 22 for a definition of EBITDA and Adjusted EBITDA and reasons why management believes the presentation of these measures provides useful information to investors and any
additional purposes for which management uses EBITDA and Adjusted EBITDA.
(2) Amounts represent the portion of business management fees that are payable in our common shares as well as equity based compensation for our trustees, officers and certain employees of
RMR.
($ in 000s)
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Calculation of funds from operations (FFO) and
normalized FFO(1).
($ in 000s, except per share amounts)
(1) Please see page 22 for a definition of FFO and Normalized FFO and reasons why management believes the presentation of these measures provides useful information to investors and any
additional purposes for which management uses FFO and Normalized FFO.
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NON-GAAP financial measures definitions.
Government Properties Income Trust Investor Presentation
September 2015
50 West State Street, Trenton, NJ.
Square Feet: 266,995.
Primary Tenant: New Jersey Dept. of the Treasury.
Capitol Place, Sacramento, CA
Square Feet: 163,840
Primary Tenant: California Dept. of Finance