UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 3, 2019
 
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
(State or Other Jurisdiction of Incorporation)
 
 
 
001-34364
 
26-4273474
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts
 
02458-1634
(Address of Principal Executive Offices)
 
(Zip Code)
 
617-219-1440
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest
 
OPI
 
The Nasdaq Stock Market LLC
5.875% Senior Notes due 2046
 
OPINI
 
The Nasdaq Stock Market LLC





Item 2.02.  Results of Operations and Financial Condition.
 
On May 3, 2019 , Office Properties Income Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter ended March 31, 2019 , and also provided certain supplemental operating and financial data for the quarter ended March 31, 2019 .  Copies of the Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)          Exhibits
 
99.1         Press release dated May 3, 2019
99.2         First Quarter 2019 Supplemental Operating and Financial Data
 



2




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
OFFICE PROPERTIES INCOME TRUST
 
 
 
 
 
 
 
By:
/s/ Jeffrey C. Leer
 
Name:
Jeffrey C. Leer
 
Title:
Chief Financial Officer and Treasurer
 
Dated:  May 3, 2019


3


Exhibit 99.1
OPILETTERHEADJPGA03.JPG


FOR IMMEDIATE RELEASE
Contact:
 
Olivia Snyder, Manager, Investor Relations
 
(617) 219-1410
 
Office Properties Income Trust Announces First Quarter 2019 Results
$268.5 Million of Asset Sales since January 1, 2019
First Quarter Net Income Available for Common Shareholders of $34.0 Million
First Quarter Normalized FFO Available for Common Shareholders of $73.3 Million, or $1.53 Per Share
Completed 825,475 Square Feet of Leasing in the First Quarter for a 12.8% Roll-up in Rents
 
 
Newton, MA ( May 3, 2019 ): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended March 31, 2019 .

David Blackman, President and Chief Executive Officer of OPI, made the following statement:

"Our priorities for 2019 are reducing leverage through asset sales, achieving the best results for our properties through leasing and active property management and returning to growth during the second half of the year through an active capital recycling program.

Our first quarter operating activities generated strong leasing results. During the quarter, we entered new and renewal leases for more than 825,000 square feet at a weighted average lease term of 7.5 years and at weighted average rents that were 12.8% above prior rents for the same space.

We also advanced our disposition program during the quarter. In addition to closing on $268.5 million of property sales, our active marketing campaign of 33 properties began to show results. We entered agreements for three properties for $28.4 million and have a number of offers we are evaluating on the balance of the sale portfolio. With the successful completion of this disposition program, we expect to achieve our long-term leverage target and return to accretive growth in the second half of 2019."

Results for the Quarter Ended March 31, 2019 :

Net income available for common shareholders for the quarter ended March 31, 2019 was $34.0 million , or $0.71 per diluted share, compared to net income available for common shareholders of $6.3 million , or $0.25 per diluted share, for the quarter ended March 31, 2018 . Net income available for common shareholders for the quarter ended March 31, 2019 includes a $22.1 million , or $0.46 per diluted share, unrealized gain on equity securities related to OPI's investment in The RMR Group Inc., or RMR Inc., and a $22.1 million , or $0.46 per diluted share, gain on sale of real estate, partially offset by a $3.2 million , or $0.07 per diluted share, loss on impairment of real estate. Net income available for common shareholders for the quarter ended March 31, 2018 includes a $12.9 million , or $0.52 per diluted share, unrealized gain on equity securities, partially offset by a $6.1

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.




million , or $0.25 per diluted share, loss on impairment of real estate. The weighted average number of diluted common shares outstanding was 48.0 million for the quarter ended March 31, 2019 and 24.8 million for the quarter ended March 31, 2018 .

Normalized FFO available for common shareholders for the quarter ended March 31, 2019 were $73.3 million , or $1.53 per diluted share, compared to Normalized FFO available for common shareholders for the quarter ended March 31, 2018 of $54.1 million , or $2.18 per diluted share.

Reconciliations of net income available for common shareholders determined in accordance with U.S. generally accepted accounting principles, or GAAP, to FFO available for common shareholders and Normalized FFO available for common shareholders for the quarters ended March 31, 2019 and 2018 appear later in this press release.

Leasing, Occupancy and Pro Forma Same Property Results:

During the quarter ended March 31, 2019 , OPI entered new and renewal leases for an aggregate of 825,000 rentable square feet at weighted (by rentable square feet) average rents that were 12.8% above prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 7.5 years and leasing concessions and capital commitments for these leases were $28.8 million , or $4.67 per square foot, per lease year.

As of March 31, 2019 , 89.6% of OPI’s total rentable square feet was leased, compared to 91.0% as of December 31, 2018 and 94.4% as of March 31, 2018 .

Pro forma results combine the results of OPI and Select Income REIT, or SIR, for the three months ended March 31, 2019 and 2018 as if the merger of SIR with OPI that closed on December 31, 2018, or the Merger, had occurred on January 1, 2018. Pro forma same property occupancy was 89.6% as of March 31, 2019 , compared to 92.7% a s of March 31, 2018 . Pro forma Same Property Cash Basis NOI was $107.0 million for the quarter ended March 31, 2019 which was a 2.8% decrease compared to the same period in 2018.

Reconciliations of net income available for common shareholders determined in accordance with GAAP to Consolidated Property NOI and Consolidated Property Cash Basis NOI for the quarters ended March 31, 2019 and 2018 and a calculation of pro forma Same Property NOI and Same Property Cash Basis NOI for the quarter ended March 31, 2019 appear later in this press release.

Recent Property Disposition Activities:

As previously announced, in February 2019, OPI sold a property portfolio consisting of 34 office buildings located in Northern Virginia and Maryland containing 1.6 million rentable square feet for $198.5 million, excluding closing costs.

In March 2019, OPI sold one office building located in Washington, D.C. containing 129,035 rentable square feet for $70.0 million, excluding closing costs.

In April 2019, OPI entered into an agreement to sell one building located in Buffalo, NY containing 121,711 rentable square feet for $17.4 million, excluding closing costs.

Also in April 2019, OPI entered into an agreement to sell one building located in Hanover, PA containing 502,300 rentable square feet for $6.0 million, excluding closing costs.

In May 2019, OPI entered into an agreement to sell one building located in Maynard, MA containing 287,037 rentable square feet for $5.0 million, excluding closing costs.






2




Recent Financing Activities:

In February 2019, OPI repaid the remaining principal balance outstanding of $88 million under its $250 million unsecured term loan due 2022 and repaid amounts outstanding under its revolving credit facility with proceeds from its disposition program.

In March 2019, OPI repaid $65 million under its $300 million unsecured term loan due 2020 with proceeds from its disposition program.

Conference Call:
 
At 10:00 a.m. Eastern Time this morning, President and Chief Executive Officer, David Blackman, and Chief Financial Officer and Treasurer, Jeffrey Leer, will host a conference call to discuss OPI’s first quarter 2019 financial results.
 
The conference call telephone number is (877) 328-1172. Participants calling from outside the United States and Canada should dial (412) 317-5418. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. on Friday, May 10, 2019. To access the replay, dial (412) 317-0088. The replay pass code is 05032019.

A live audio webcast of the conference call will also be available in a listen only mode on OPI’s website, at www.opireit.com. Participants wanting to access the webcast should visit OPI’s website about five minutes before the call. The archived webcast will be available for replay on OPI’s website following the call for about one week. The transcription, recording and retransmission in any way of OPI’s first quarter conference call are strictly prohibited without the prior written consent of OPI.

Supplemental Data:

A copy of OPI’s First Quarter 2019 Supplemental Operating and Financial Data is available for download at OPI’s website, www.opireit.com. OPI’s website is not incorporated as part of this press release.

Non-GAAP Financial Measures:

OPI presents certain “non-GAAP financial measures” within the meaning of applicable rules of the Securities and Exchange Commission, or SEC, including FFO available for common shareholders, Normalized FFO available for common shareholders, Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI and pro forma Same Property NOI and pro forma Same Property Cash Basis NOI. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to income (loss) from continuing operations, net income and net income available for common shareholders as indicators of OPI’s operating performance or as measures of OPI’s liquidity. These measures should be considered in conjunction with income (loss) from continuing operations, net income and net income available for common shareholders as presented in OPI's condensed consolidated statements of income. OPI considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a real estate investment trust, or REIT, along with income (loss) from continuing operations, net income and net income available for common shareholders. OPI believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of OPI’s operating performance between periods and with other REITs and, in the case of Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations at OPI's properties.

Please see the pages attached hereto for a more detailed statement of OPI’s operating results and financial condition and for an explanation of OPI’s calculation of FFO available for common shareholders, Normalized FFO available for common shareholders, Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI and a reconciliation of those amounts to amounts determined in accordance with GAAP. OPI’s pro forma Same

3




Property Cash Basis NOI as if the Merger had occurred on January 1, 2018 also are provided in the pages attached hereto. Such pro forma financial information is not necessarily indicative of OPI’s expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in OPI’s portfolio of investments, OPI’s capital structure, OPI's property level operating expenses and revenues, including rents expected to be received on OPI’s existing leases or leases OPI may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in the pro forma financial information and such differences could be significant.

OPI is a REIT focused on owning, operating and leasing buildings primarily leased to single tenants and those with high credit quality characteristics such as government entities. OPI is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, Massachusetts.

4




Office Properties Income Trust
Condensed Consolidated Statements of Income
(amounts in thousands, except per share data)
(unaudited)

 
 
Three Months Ended March 31,
 
 
2019
 
2018
Rental income 
 
$
174,777

 
$
108,717

 
 
 
 
 
Expenses:
 
 
 
 
Real estate taxes
 
18,392

 
12,964

Utility expenses
 
9,381

 
6,690

Other operating expenses
 
30,136

 
22,837

Depreciation and amortization
 
77,521

 
44,204

Loss on impairment of real estate (1)
 
3,204

 
6,116

Acquisition and transaction related costs (2)
 
584

 

General and administrative (3)
 
8,723

 
9,606

Total expenses
 
147,941

 
102,417

 
 
 
 
 
Gain on sale of real estate (4)
 
22,092

 

Dividend income
 
980

 
304

Unrealized gain on equity securities (5)
 
22,128

 
12,931

Interest income
 
248

 
116

Interest expense (including net amortization of debt premiums, discounts
 
 
 
 
and issuance costs of $2,841 and $965, respectively)
 
(37,133
)
 
(22,766
)
Loss on early extinguishment of debt
 
(414
)
 

Income (loss) from continuing operations before income tax expense and
 
 
 
 
equity in net losses of investees
 
34,737

 
(3,115
)
Income tax expense
 
(483
)
 
(32
)
Equity in net losses of investees
 
(235
)
 
(577
)
Income (loss) from continuing operations
 
34,019

 
(3,724
)
Income from discontinued operations (6)
 

 
10,289

Net income
 
34,019

 
6,565

Preferred units of limited partnership distributions
 

 
(278
)
Net income available for common shareholders
 
$
34,019

 
$
6,287

 
 
 
 
 
Weighted average common shares outstanding (basic)
 
48,031

 
24,760

Weighted average common shares outstanding (diluted)
 
48,046

 
24,760

 
 
 
 
 
Per common share amounts (basic and diluted):
 
 
 
 
Income (loss) from continuing operations
 
$
0.71

 
$
(0.16
)
Income from discontinued operations
 
$

 
$
0.42

Net income available for common shareholders
 
$
0.71

 
$
0.25


See Notes on pages 6 and 7.

5




Office Properties Income Trust
Funds from Operations and Normalized Funds from Operations
(amounts in thousands, except per share data)
(unaudited)

 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
2019
 
2018
Calculation of FFO and Normalized FFO available for common shareholders (7) :
 
 
Net income available for common shareholders
 
$
34,019

 
$
6,287

Add (less): Depreciation and amortization:
 
 
 
 
Consolidated properties
 
77,521

 
44,204

Unconsolidated joint venture properties
 
1,751

 
2,185

FFO attributable to SIR investment
 

 
18,488

Loss on impairment of real estate (1)
 
3,204

 
6,116

Equity in earnings of SIR included in discontinued operations
 

 
(10,289
)
Gain on sale of real estate (4)
 
(22,092
)
 

Unrealized gain on equity securities (5)
 
(22,128
)
 
(12,931
)
FFO available for common shareholders
 
72,275

 
54,060

Add (less): Acquisition and transaction related costs  (2)
 
584

 

Loss on early extinguishment of debt
 
414

 

Normalized FFO attributable to SIR investment
 

 
15,606

FFO attributable to SIR investment
 

 
(18,488
)
Estimated business management incentive fees (3)
 

 
2,887

Normalized FFO available for common shareholders
 
$
73,273

 
$
54,065

 
 
 
 
 
Weighted average common shares outstanding (basic)
 
48,031

 
24,760

Weighted average common shares outstanding (diluted)
 
48,046

 
24,760

 
 
 
 
 
Per common share amounts (basic and diluted):
 
 
 
 
Net income available for common shareholders
 
$
0.71

 
$
0.25

FFO available for common shareholders
 
$
1.50

 
$
2.18

Normalized FFO available for common shareholders
 
$
1.53

 
$
2.18

Distributions declared per share
 
$
0.55

 
$
1.72

 

(1)
OPI recorded an adjustment of $2,757 to reduce the carrying value of one building to its estimated fair value less costs to sell and a $447 loss on impairment of real estate related to the disposal of the Northern Virginia and Maryland property portfolio during the three months ended March 31, 2019. OPI recorded an adjustment of $6,116 to reduce the carrying value of three buildings to their estimated fair values less costs to sell in the three months ended March 31, 2018 .

(2)
Acquisition and transaction related costs for the three months ended March 31, 2019 include costs incurred in connection with the Merger.

(3)
Incentive fees under OPI’s business management agreement with The RMR Group LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expenses in OPI’s condensed consolidated statements of income. In calculating net income in accordance with GAAP, OPI recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although OPI recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income, OPI does not include such expense in the calculation of Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No estimated business management incentive fees were included in net income for the three months ended March 31, 2019 . Net income includes $2,887 of estimated business management incentive fee expense for the three months ended March 31, 2018.

(4)
During the quarter ended March 31, 2019 , OPI recorded a $22,092 gain on the sale of one building in March 2019.

(5)
Unrealized gain on equity securities represents the adjustment required to adjust the carrying value of OPI's investment in RMR Inc. common stock to its fair value as of March 31, 2019 and 2018.

(6)
Income from discontinued operations includes operating results related to OPI's former equity method investment in SIR.


6




(7)
OPI calculates funds from operations, or FFO, available for common shareholders and Normalized FFO available for common shareholders as shown above. FFO available for common shareholders is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income available for common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and its proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, and the difference between FFO attributable to an equity investment and equity in earnings of SIR included in discontinued operations, but excluding impairment charges on and increases in the carrying value of real estate assets, any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to OPI. In calculating Normalized FFO available for common shareholders, OPI adjusts for the items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of OPI’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO available for common shareholders and Normalized FFO available for common shareholders are among the factors considered by OPI’s Board of Trustees when determining the amount of distributions to OPI’s shareholders. Other factors include, but are not limited to, requirements to maintain OPI's qualification for taxation as a REIT, limitations in OPI’s credit agreement and public debt covenants, the availability to OPI of debt and equity capital, OPI’s expectation of its future capital requirements and operating performance and OPI’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO available for common shareholders and Normalized FFO available for common shareholders differently than OPI does.









7




Office Properties Income Trust
Calculation and Reconciliation of Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI
and Same Property Cash Basis NOI (1)  
(amounts in thousands)
(unaudited)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
Calculation of Consolidated Property NOI and Consolidated Property Cash Basis NOI:
Rental income (2)
 
$
174,777

 
$
108,717

Property operating expenses
 
(57,909
)
 
(42,491
)
Consolidated Property NOI
 
116,868

 
66,226

Non-cash straight line rent adjustments included in rental income (2)
 
(6,794
)
 
(3,091
)
Lease value amortization included in rental income (2)
 
1,147

 
835

Lease termination fees included in rental income (2)
 
(294
)
 

Non-cash amortization included in property operating expenses (3)
 
(121
)
 
(121
)
Consolidated Property Cash Basis NOI
 
$
110,806

 
$
63,849

 
 
 
 
 
Reconciliation of Net Income Available for Common Shareholders to Consolidated Property NOI and Consolidated Property Cash Basis NOI:
Net income available for common shareholders
 
$
34,019

 
$
6,287

Preferred units of limited partnership distributions
 

 
278

Net income
 
34,019

 
6,565

Income from discontinued operations
 

 
(10,289
)
Income (loss) from continuing operations
 
34,019

 
(3,724
)
Equity in net losses of investees
 
235

 
577

Income tax expense
 
483

 
32

Loss on early extinguishment of debt
 
414

 

Interest expense
 
37,133

 
22,766

Interest income
 
(248
)
 
(116
)
Unrealized gain on equity securities
 
(22,128
)
 
(12,931
)
Dividend income
 
(980
)
 
(304
)
Gain on sale of real estate
 
(22,092
)
 

General and administrative
 
8,723

 
9,606

Acquisition and transaction related costs
 
584

 

Loss on impairment of real estate
 
3,204

 
6,116

Depreciation and amortization
 
77,521

 
44,204

Consolidated Property NOI
 
116,868

 
66,226

Non-cash amortization included in property operating expenses (3)
 
(121
)
 
(121
)
Lease termination fees included in rental income (2)
 
(294
)
 

Lease value amortization included in rental income (2)
 
1,147

 
835

Non-cash straight line rent adjustments included in rental income (2)
 
(6,794
)
 
(3,091
)
Consolidated Property Cash Basis NOI
 
$
110,806

 
$
63,849

 
 
 
 
 
Reconciliation of Consolidated Property NOI to Same Property NOI (4) :
 
 
 
 
Rental income (2)
 
$
174,777

 
$
108,717

Property operating expenses
 
(57,909
)
 
(42,491
)
Consolidated Property NOI
 
116,868

 
66,226

Less: NOI of properties not included in same property results
 


 


SIR assets acquired
 
(60,522
)
 

Historical OPI assets
 
(3,904
)
 
(12,113
)
Same Property NOI
 
$
52,442

 
$
54,113

 
 
 
 
 
Calculation of Same Property Cash Basis NOI (4) :
 
 
 
 
Same property NOI
 
$
52,442

 
$
54,113

Add: Lease value amortization included in rental income  (2)
 
318

 
547

Less: Non-cash straight line rent adjustments included in rental income (2)
 
(1,665
)
 
(2,536
)
          Non-cash amortization included in property operating expenses (3)
 
(121
)
 
(116
)
Same Property Cash Basis NOI
 
$
50,974

 
$
52,008

See Notes on page 9.

8





(1)
The calculations of Consolidated Property net operating income, or NOI, and Consolidated Property Cash Basis NOI exclude certain components of net income available for common shareholders in order to provide results that are more closely related to OPI’s consolidated property level results of operations. OPI calculates Consolidated Property NOI and Consolidated Property Cash Basis NOI as shown above. OPI defines Consolidated Property NOI as consolidated income from its rental of real estate less its consolidated property operating expenses. Consolidated Property NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that OPI records as depreciation and amortization expense. OPI defines Consolidated Property Cash Basis NOI as Consolidated Property NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fees, if any, and non-cash amortization included in other operating expenses. OPI calculates Same Property NOI and Same Property Cash Basis NOI in the same manner that it calculates the corresponding Consolidated Property Cash Basis NOI amounts, except that it only includes same properties in calculating Same Property NOI and Same Property Cash Basis NOI. OPI uses Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI differently than OPI does.
(2)
OPI reports 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 OPI by its tenants, as well as the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any.
(3)
OPI recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses.
(4)
For the three months ended March 31, 2019 and 2018 , Same Property NOI and Same Property Cash Basis NOI are based on consolidated properties OPI owned as of March 31, 2019 and which it owned continuously since January 1, 2018.






9




Office Properties Income Trust
Pro Forma Summary Same Property Results (1)  
(dollars and square feet in thousands)
(unaudited)

 
For the Three Months Ended
OPI (Excluding Former SIR Properties):
3/31/2019
 
3/31/2018
Leasable buildings
113

 
113

Total sq. ft. (2)
13,596

 
13,585

Percent leased (3)
92.5
%
 
94.8
%
Same Property Cash Basis NOI (4)
$
50,974

 
$
52,008

Same Property Cash Basis NOI % change
(2.0
%)
 


 
For the Three Months Ended
Former SIR Properties:
3/31/2019
 
3/31/2018
 
 
 
As reported
 
Less:
 
 
 
 
 
SIR (excluding ILPT)
 
SIR 2018 Disposition (5)
 
Pro Forma SIR
Leasable buildings (6)
99

 
100

 
(1
)
 
99

Total sq. ft. (2)
16,538

 
16,956

 
(418
)
 
16,538

Percent leased (3)
87.2
%
 
88.7
%
 
%
 
90.1
%
Same Property Cash Basis NOI (4)
$
56,049

 
$
58,097

 
$
(40
)
 
$
58,057

Same Property Cash Basis NOI % change
(3.5
%)
 

 

 


 
For the Three Months Ended
Pro Forma Combined:
3/31/2019
 
3/31/2018
Leasable buildings (6)
212

 
212

Total sq. ft. (2)
30,134

 
30,123

Percent leased (3)
89.6
%
 
92.7
%
Same Property Cash Basis NOI (4)
$
107,023

 
$
110,065

Same Property Cash Basis NOI % change
(2.8
%)
 


(1)
OPI (excluding former SIR properties) same property results for the three months ended March 31, 2019 and 2018, are based on consolidated properties owned as of March 31, 2019 and which OPI had owned continuously since January 1, 2018. Former SIR properties same property results for the three months ended March 31, 2019 and 2018, are based on consolidated properties SIR owned prior to the Merger and which it had owned continuously since January 1, 2018 and which OPI owned as of March 31, 2019. Pro forma combined same property results combine the same property results of OPI and SIR for the three months ended March 31, 2019 and 2018, as if the Merger had occurred on January 1, 2018. See calculation of pro forma Same Property Cash Basis NOI for the three months ended March 31, 2019 on page 11.

(2)
Subject to changes when space is remeasured or reconfigured for tenants.

(3)
Percent leased includes (i) space being fitted out for occupancy pursuant to OPI's lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.

(4)
See page 9 for the definition of Consolidated Property Cash Basis NOI, a description of why OPI believes it is an appropriate supplemental measure and a description of how OPI uses this measure.

(5)
SIR sold a vacant land parcel in August 2018 prior to the completion of the Merger.

(6)
Includes two leasable land parcels as of March 31, 2019 and three leasable land parcels as of March 31, 2018.





10




Office Properties Income Trust
Calculation of Pro Forma Same Property NOI and Same Property Cash Basis NOI (1)  
(amounts in thousands)
(unaudited)

 
 
For the Three Months Ended March 31, 2019
 
 
OPI
 
Former
 
 
 
 
(Excluding Former
 
SIR
 
Pro Forma
 
 
SIR Properties)
 
Properties
 
Combined
Reconciliation of Consolidated Property NOI to Same Property NOI: (2)
 
 
 
 
 
 
Rental income (3)
 
$
93,680

 
$
81,097

 
$
174,777

Property operating expenses
 
(37,334
)
 
(20,575
)
 
(57,909
)
Consolidated Property NOI
 
56,346

 
60,522

 
116,868

Less: NOI of properties not included in same property results
 
(3,904
)
 

 
(3,904
)
Same Property NOI
 
$
52,442

 
$
60,522

 
$
112,964

 
 
 
 
 
 
 
Calculation of Same Property Cash Basis NOI: (2)
 
 
 
 
 
 
Same Property NOI
 
$
52,442

 
$
60,522

 
$
112,964

 Add: Lease value amortization included in rental income (3)
 
318

 
830

 
1,148

Less: Non-cash straight line rent adjustments included in rental income (3)
 
(1,665
)
 
(5,009
)
 
(6,674
)
Lease termination fees included in rental income (3)
 

 
(294
)
 
(294
)
         Non-cash amortization included in property operating expenses (4)
 
(121
)
 

 
(121
)
Same Property Cash Basis NOI
 
$
50,974

 
$
56,049

 
$
107,023


(1)
See page 9 for the definitions of Consolidated Property NOI and Consolidated Property Cash Basis NOI, a description of why OPI believes these are appropriate supplemental measures and a description of how OPI uses these measures.

(2)
OPI (excluding Former SIR properties) same property results for the three months ended March 31, 2019 are based on consolidated properties owned as of March 31, 2019 and which OPI had owned continuously since January 1, 2018. Former SIR properties same property results for the three months ended March 31, 2019 are based on consolidated properties SIR owned prior to the Merger and which it had owned continuously since January 1, 2018 and which OPI owned as of March 31, 2019. Pro forma combined same property results combine the same property results of OPI and SIR for the three months ended March 31, 2019, as if the Merger had occurred on January 1, 2018.

(3)
OPI reports 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 OPI by its tenants, as well as the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any.

(4)
OPI recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses.



11




Office Properties Income Trust
Condensed Consolidated Balance Sheets
(dollars in thousands, except per share data)
(unaudited)
 
 
March 31,
 
 December 31,
 
 
2019
 
2018
ASSETS
 
 
 
 
Real estate properties:
 
 
 
 
Land
 
$
918,992

 
$
924,164

Buildings and improvements
 
3,001,385

 
3,020,472

Total real estate properties, gross
 
3,920,377

 
3,944,636

Accumulated depreciation
 
(386,688
)
 
(375,147
)
Total real estate properties, net
 
3,533,689

 
3,569,489

Assets of properties held for sale
 
23,999

 
253,501

Investment in unconsolidated joint ventures
 
42,505

 
43,665

Acquired real estate leases, net
 
1,000,960

 
1,056,558

Cash and cash equivalents
 
20,153

 
35,349

Restricted cash
 
4,464

 
3,594

Rents receivable, net
 
67,776

 
72,051

Deferred leasing costs, net
 
30,788

 
25,672

Other assets, net
 
202,864

 
178,704

Total assets
 
$
4,927,198

 
$
5,238,583

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Unsecured revolving credit facility
 
$
80,000

 
$
175,000

Unsecured term loans, net
 
234,674

 
387,152

Senior unsecured notes, net
 
2,360,063

 
2,357,497

Mortgage notes payable, net
 
326,202

 
335,241

Liabilities of properties held for sale
 
178

 
4,271

Accounts payable and other liabilities
 
114,613

 
145,536

Due to related persons
 
5,626

 
34,887

Assumed real estate lease obligations, net
 
18,838

 
20,031

Total liabilities
 
3,140,194

 
3,459,615

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,091,903 and 48,082,903 shares issued and outstanding, respectively
 
481

 
481

Additional paid in capital
 
2,610,666

 
2,609,801

Cumulative net income
 
180,901

 
146,882

Cumulative other comprehensive income (loss)
 
(297
)
 
106

Cumulative common distributions
 
(1,004,747
)
 
(978,302
)
Total shareholders’ equity
 
1,787,004

 
1,778,968

Total liabilities and shareholders’ equity
 
$
4,927,198

 
$
5,238,583






12




Warning Concerning Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever OPI uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, OPI is making forward-looking statements. These forward-looking statements are based upon OPI’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by OPI’s forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond OPI's control. For example:
Mr. Blackman's statements regarding OPI's leasing activity may imply that similar or better results will be achieved in the future. However, OPI cannot be sure that it will realize similar or better leasing results in the future,
Mr. Blackman's statements that OPI continued to advance its disposition program during the quarter, that OPI continues to market additional properties for sale, that OPI expects to achieve its long-term leverage target and that OPI expects to return to accretive growth in the second half of 2019 may imply that OPI will continue to sell additional properties in the future, achieve its long-term leverage target and achieve future growth. However, OPI may not be able to successfully sell additional properties in the future or may sell additional properties at prices that are less than their carrying values and, as a result, OPI may incur losses in the future, may not be able to achieve its long-term leverage ratio and may not achieve future growth, and
This press release states that OPI has entered into agreements to sell three separate buildings for an aggregate sales price of approximately $28.4 million, excluding closing costs. These sales are subject to conditions. Those conditions may not be met and these sales may not occur, may be delayed or their terms may change.
The information contained in OPI’s filings with the SEC, including under “Risk Factors” in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause OPI’s actual results to differ materially from those stated in or implied by OPI’s forward-looking statements. OPI’s filings with the SEC are available on the SEC's website at www.sec.gov.
You should not place undue reliance upon forward-looking statements.
Except as required by law, OPI does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.












(END)

13

Government Properties Income Trust Exhibit 99.2 Fourth Quarter 2016 Supplemental Operating and Financial Data All amounts in this report are unaudited.


 
TABLE OF CONTENTS CORPORATE INFORMATION PAGE Company Profile 4 Investor Information 5 Research Coverage 6 FINANCIALS Key Financial Data 8 Condensed Consolidated Balance Sheets 9 Condensed Consolidated Statements of Income 10 Condensed Consolidated Statements of Cash Flows 12 Debt Summary 14 TABLE OF CONTENTS TABLE Debt Maturity Schedule 15 Leverage Ratios, Coverage Ratios and Public Debt Covenants 16 Capital Expenditures Summary 17 Property Acquisition and Disposition Information Since January 1, 2019 18 Investment in Unconsolidated Joint Ventures 19 Calculation and Reconciliation of Consolidated Property NOI and Consolidated Property Cash Basis NOI 20 Reconciliation and Calculation of Same Property NOI and Same Property Cash Basis NOI 21 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre 22 Calculation of Funds from Operations (FFO) and Normalized FFO Available for Common Shareholders 23 Definitions of Certain Non-GAAP Financial Measures 25 PORTFOLIO INFORMATION Summary Consolidated Same Property Results 27 Occupancy and Leasing Summary 28 Tenant Diversity and Credit Characteristics 29 Tenants Representing 1% or More of Total Annualized Rental Income 30 Lease Expiration Schedule 31 EXHIBITS A Pro Forma Summary Same Property Results 33 B Reconciliation and Calculation of Pro Forma Same Property NOI and Same Property Cash Basis NOI 34 C Pro Forma Capital Expenditure Summary 35 D Pro Forma Calculation of EBITDA, EBITDAre and Adjusted EBITDAre 36 E Consolidated Property Detail 37 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 42 Certain pro forma financial information is presented in the Exhibits to this supplemental operating and financial data report, as well as certain property information for Select Income REIT, or SIR, as if the merger of SIR with and into a wholly owned subsidiary of us that was completed on December 31, 2018, or the Merger, had occurred on January 1, 2018. Such pro forma financial information is not necessarily indicative of our expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, our capital structure, our property level operating expenses and revenues, including rents expected to be received on our existing leases or leases we may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in the pro forma financial information and such differences could be significant. Office Properties Income Trust 2 Supplemental Operating and Financial Data, March 31, 2019


 
One Memphis Place, Memphis, TN Square Feet: 204,694 Primary Agency Occupant: U.S. Courts Office Properties Income Trust 3 Supplemental Operating and Financial Data, March 31,CORPORATE 2019 INFORMATION


 
COMPANY PROFILE The Company: Corporate Headquarters: Office Properties Income Trust, or OPI, we, our, or us, is a real estate investment trust, or REIT, focused on owning, operating Two Newton Place and leasing buildings primarily leased to single tenants and those with high credit quality characteristics, such as government 255 Washington Street, Suite 300 entities. The majority of our properties are office buildings. We have been investment grade rated since 2010, and we are included Newton, MA 02458-1634 in the S&P Small Cap 600 Index, the Russell 2000® index and the MSCI US REIT index. (617) 219-1440 Effective after the close of trading on December 31, 2018, we completed our merger with Select Income REIT, or SIR, whereby Stock Exchange Listing: SIR merged with and into a subsidiary of us, or the Merger, with us as the surviving entity and we changed our name to OPI. Nasdaq COMPANY PROFILE COMPANY Accordingly, the assets acquired and liabilities assumed from SIR in the Merger are included in OPI's consolidated balance sheet beginning December 31, 2018; however, SIR's results of operations are excluded from OPI's actual historical consolidated Trading Symbols: statements of income (loss) for all periods prior to and including December 31, 2018. Common Shares: OPI Senior Unsecured Notes due 2046: OPINI Issuer Ratings: Management: Moody’s: Baa3 OPI is managed by The RMR Group LLC, the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR). RMR is an alternative Standard & Poor’s: BBB- asset management company that was founded in 1986 to manage real estate companies and related businesses. RMR primarily provides management services to four publicly traded equity REITs and three real estate related operating businesses. In addition Key Data (As of and For the to managing OPI, RMR manages Hospitality Properties Trust, a REIT that owns hotels and travel centers, Industrial Logistics Quarter Ended March 31, 2019): Properties Trust, a REIT that owns industrial and logistics properties, and Senior Housing Properties Trust, a REIT that primarily owns healthcare, senior living and medical office buildings. RMR also provides management services to Five Star Senior Living (dollars and sq. ft. in 000s) Inc., a publicly traded operator of senior living communities, Sonesta International Hotels Corporation, a privately owned operator Total consolidated buildings (1) 212 and franchisor of hotels and cruise ships, and TravelCenters of America LLC, a publicly traded operator and franchisor of travel Total sq. ft. (1) 30,134 centers along the U.S. Interstate Highway System and restaurants. RMR also advises the RMR Real Estate Income Fund, a Percent leased (1) 89.6% publicly traded closed end fund that invests in publicly traded securities of real estate companies, and Tremont Mortgage Trust, Q1 2019 total rental income $174,777 a publicly traded mortgage REIT, through wholly owned Securities and Exchange Commission, or SEC, registered investment advisory subsidiaries, as well as manages the RMR Office Property Fund, a private, open end core plus fund focused on the Q1 2019 net income available for common shareholders (2) $34,019 acquisition, ownership and leasing of a diverse portfolio of multi-tenant office properties throughout the U.S. As of March 31, 2019, RMR had $30.0 billion of real estate assets under management and the combined RMR managed companies had Q1 2019 Normalized FFO available (2) approximately $12 billion of annual revenues, over 1,500 properties and approximately 50,000 employees. We believe that being for common shareholders $73,273 managed by RMR is a competitive advantage for OPI because of RMR’s depth of management and experience in the real estate (1) Excludes three buildings owned by unconsolidated joint industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar ventures and includes two buildings held for sale. quality services. (2) See page 23 for the calculation of Normalized FFO available for common shareholders and a reconciliation of net income available for common shareholders determined in accordance with U.S. Generally Accepted Accounting Principles, or GAAP, to this amount. Office Properties Income Trust 4 Supplemental Operating and Financial Data, March 31, 2019


 
INVESTOR INFORMATION Board of Trustees Donna D. Fraiche Barbara D. Gilmore John L. Harrington Independent Trustee Independent Trustee Independent Trustee William A. Lamkin Elena B. Poptodorova Jeffrey P. Somers Independent Trustee Independent Trustee Independent Trustee David M. Blackman Adam D. Portnoy INVESTOR INFORMATION INVESTOR Managing Trustee Managing Trustee Senior Management David M. Blackman Jeffrey C. Leer President and Chief Executive Officer Chief Financial Officer and Treasurer Contact Information Investor Relations Inquiries Office Properties Income Trust Financial inquiries should be directed to Jeffrey C. Leer, Two Newton Place Chief Financial Officer and Treasurer, at (617) 219-1440 255 Washington Street, Suite 300 or jleer@opireit.com. Newton, MA 02458-1634 (617) 219-1410 Investor and media inquiries should be directed to info@opireit.com Olivia Snyder, Manager, Investor Relations, at (617) 219-1410 www.opireit.com or osnyder@opireit.com. . Office Properties Income Trust 5 Supplemental Operating and Financial Data, March 31, 2019


 
RESEARCH COVERAGE Equity Research Coverage B. Riley FBR Bank of America / Merrill Lynch Bryan Maher James Feldman bmaher@brileyfbr.com James.Feldman@baml.com (646) 885-5423 (646) 855-5808 D.A. Davidson & Co. Jeffries & Company, Inc. James Lykins Jonathan Petersen RESEARCH COVERAGE jlykins@dadco.com jpetersen@jefferies.com (503) 603-3041 (212) 284-1705 JMP Securities Morgan Stanley Mitch Germain Vikram Malhotra mgermain@jmpsecurities.com vikram.malhotra@morganstanley.com (212) 906-3546 (212) 761-7064 RBC Capital Markets Michael Carroll Michael.Carroll@rbccm.com (440) 715-2649 Rating Agencies Moody’s Investors Service Standard & Poor’s Lori Marks Michael Souers Lori.marks@moodys.com michael.souers@spglobal.com (212) 553-0376 (212) 438-2508 OPI is followed by the analysts and its credit is rated by the rating agencies listed above. Please note that any opinions, estimates or forecasts regarding OPI’s performance made by these analysts or agencies do not represent opinions, forecasts or predictions of OPI or its management. OPI does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies. Office Properties Income Trust 6 Supplemental Operating and Financial Data, March 31, 2019


 
625 Indiana Avenue, Washington, DC 9960Square Maryland Feet: Drive, 160,897 Richmond, VA SquarePrimary Feet: Agency 173,932 Occupant: U.S. Courts Agency Occupant: The Commonwealth of Virginia Office Properties Income Trust 7 Supplemental Operating and Financial Data, March 31, 2019 FINANCIALS 7


 
KEY FINANCIAL DATA (dollars in thousands, except per share data) As of and for the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Selected Balance Sheet Data: Total gross assets (1) $ 5,313,886 $ 5,613,730 $ 3,847,915 $ 3,866,055 $ 4,008,953 Total assets $ 4,927,198 $ 5,238,583 $ 3,484,425 $ 3,507,769 $ 3,655,624 Total liabilities $ 3,140,194 $ 3,459,615 $ 2,245,064 $ 2,226,119 $ 2,340,770 Total shareholders' equity $ 1,787,004 $ 1,778,968 $ 1,239,361 $ 1,281,650 $ 1,294,358 KEY FINANCIAL DATA FINANCIAL KEY Selected Income Statement Data: Rental income $ 174,777 $ 103,656 $ 106,102 $ 108,085 $ 108,717 Net income (loss) available for common shareholders $ 34,019 $ (57,695) $ (449) $ 29,602 $ 6,287 Consolidated Property NOI (2) $ 116,868 $ 62,026 $ 64,462 $ 68,103 $ 66,226 Adjusted EBITDAre (3) $ 111,162 $ 57,901 $ 73,573 $ 76,686 $ 73,439 FFO available for common shareholders (4) $ 72,275 $ 26,340 $ 36,367 $ 54,605 $ 54,060 Normalized FFO available for common shareholders (4) $ 73,273 $ 39,101 $ 52,967 $ 51,325 $ 54,065 Per Common Share Data: Net income available for common shareholders (basic and diluted) $ 0.71 $ (2.31) $ (0.02) $ 1.20 $ 0.25 FFO available for common shareholders (4) (basic) $ 1.50 $ 1.05 $ 1.47 $ 2.21 $ 2.18 FFO available for common shareholders (4) (diluted) $ 1.50 $ 1.05 $ 1.47 $ 2.20 $ 2.18 Normalized FFO available for common shareholders (4) (basic and diluted) $ 1.53 $ 1.56 $ 2.14 $ 2.07 $ 2.18 Dividends: Annualized dividends paid per share during period $ 2.20 $ 6.88 $ 6.88 $ 6.88 $ 6.88 Annualized dividend yield (at end of period) (5) 8.0% 25.0% 15.2% 10.9% 12.6% Normalized FFO available for common shareholders payout ratio (4) 35.9% 110.3% 81.1% 82.7% 78.2% (1) Total gross assets is total assets plus accumulated depreciation. (2) See page 20 for the calculation of Consolidated Property NOI and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to that amount. (3) See page 22 for the calculation of Adjusted EBITDAre and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. (4) See page 23 for the calculation of FFO available for common shareholders and Normalized FFO available for common shareholders and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to those amounts. (5) Annualized dividend yield is the annualized dividend paid during the period divided by the closing price of our common shares at the end of the period. Office Properties Income Trust 8 Supplemental Operating and Financial Data, March 31, 2019


 
CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) March 31, December 31, 2019 2018 ASSETS Real estate properties: Land $ 918,992 $ 924,164 Buildings and improvements 3,001,385 3,020,472 Total real estate properties, gross 3,920,377 3,944,636 Accumulated depreciation (386,688) (375,147) Total real estate properties, net 3,533,689 3,569,489 Assets of properties held for sale 23,999 253,501 Investment in unconsolidated joint ventures 42,505 43,665 Acquired real estate leases, net 1,000,960 1,056,558 Cash and cash equivalents 20,153 35,349 Restricted cash 4,464 3,594 Rents receivable, net 67,776 72,051 Deferred leasing costs, net 30,788 25,672 Other assets, net 202,864 178,704 Total assets $ 4,927,198 $ 5,238,583 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured revolving credit facility $ 80,000 $ 175,000 Unsecured term loans, net 234,674 387,152 Senior unsecured notes, net 2,360,063 2,357,497 Mortgage notes payable, net 326,202 335,241 Liabilities of properties held for sale 178 4,271 Accounts payable and other liabilities 114,613 145,536 Due to related persons 5,626 34,887 Assumed real estate lease obligations, net 18,838 20,031 Total liabilities 3,140,194 3,459,615 CONDENSED CONSOLIDATED BALANCE SHEETS CONDENSED CONSOLIDATED Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,091,903 and 48,082,903 shares issued and outstanding, respectively 481 481 Additional paid in capital 2,610,666 2,609,801 Cumulative net income 180,901 146,882 Cumulative other comprehensive income (loss) (297) 106 Cumulative common distributions (1,004,747) (978,302) Total shareholders’ equity 1,787,004 1,778,968 Total liabilities and shareholders’ equity $ 4,927,198 $ 5,238,583 Office Properties Income Trust 9 Supplemental Operating and Financial Data, March 31, 2019


 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data and percentages) Three Months Ended March 31, 2019 2018 Rental income $ 174,777 $ 108,717 Expenses: Real estate taxes 18,392 12,964 Utility expenses 9,381 6,690 Other operating expenses 30,136 22,837 Depreciation and amortization 77,521 44,204 Loss on impairment of real estate (1) 3,204 6,116 Acquisition and transaction related costs (2) 584 — General and administrative (3) 8,723 9,606 Total expenses 147,941 102,417 Gain on sale of real estate (4) 22,092 — Dividend income 980 304 Unrealized gain on equity securities (5) 22,128 12,931 Interest income 248 116 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,841 and $965, respectively) (37,133) (22,766) Loss on early extinguishment of debt (414) — Income (loss) from continuing operations before income tax expense and equity in net losses of investees 34,737 (3,115) Income tax expense (483) (32) Equity in net losses of investees (235) (577) Income (loss) from continuing operations 34,019 (3,724) Income from discontinued operations (6) — 10,289 Net income 34,019 6,565 Preferred units of limited partnership distributions — (278) Net income available for common shareholders $ 34,019 $ 6,287 Weighted average common shares outstanding (basic) 48,031 24,760 Weighted average common shares outstanding (diluted) 48,046 24,760 Per common share amounts (basic and diluted): Income (loss) from continuing operations $ 0.71 $ (0.16) Income from discontinued operations $ — $ 0.42 CONDENSED CONSOLIDATED STATEMENTS OF INCOME STATEMENTS CONDENSED CONSOLIDATED Net income available for common shareholders $ 0.71 $ 0.25 Additional Data: General and administrative expenses / total assets (at end of period) (3) 0.18% 0.26% Non-cash straight line rent adjustments included in rental income (7) $ 6,794 $ 3,091 Lease value amortization included in rental income (7) $ (1,147) $ (835) Lease termination fees included in rental income (7) $ 294 $ — Non-cash amortization included in other operating expenses (8) $ 121 $ 121 Non-cash amortization included in general and administrative expenses (8) $ 151 $ 151 Office Properties Income Trust See accompanying notes on the following page. 10 Supplemental Operating and Financial Data, March 31, 2019


 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) (dollars in thousands) (1) We recorded an adjustment of $2,757 to reduce the carrying value of one building to its estimated fair value less costs to sell and a $447 loss on impairment of real estate related to the disposal of a property portfolio consisting of 34 buildings located in Northern Virginia and Maryland during the three months ended March 31, 2019. We recorded an adjustment of $6,116 to reduce the carrying value of three buildings to their estimated fair value less costs to sell during the three months ended March 31, 2018. (2) Acquisition and transaction related costs for the three months ended March 31, 2019 consists of costs incurred in connection with the Merger. (3) Incentive fees under our business management agreement with The RMR Group LLC, or RMR LLC, are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expenses in our condensed consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include such expense in the calculation of Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No estimated business management incentive fees were included in net income for the three months ended March 31, 2019. Net income includes $2,887 of estimated business management incentive fee expense for the three months ended March 31, 2018. (4) During the quarter ended March 31, 2019, we recorded a $22,092 gain on the sale of one building in March 2019. (5) Unrealized gain on equity securities represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common stock to its fair value as of the end of each period presented. (6) Income from discontinued operations includes operating results related to our former equity method investment in SIR. (7) 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 and lease termination fees, if any. (8) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in The RMR Group Inc., or RMR Inc., common stock in June 2015. This liability is being amortized on a straight line basis through December 31, 2035 as an allocated reduction to business management fees and property management fees expense, which are included in general and administrative and other operating expenses, respectively. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) STATEMENTS CONDENSED CONSOLIDATED Office Properties Income Trust 11 Supplemental Operating and Financial Data, March 31, 2019


 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) For the Three Months Ended March 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 34,019 $ 6,565 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 23,629 17,172 Amortization of debt premiums, discounts and issuance costs, net 2,841 965 Amortization of acquired real estate leases 53,837 26,790 Amortization of deferred leasing costs 1,350 1,120 Gain on sale of real estate (22,092) — Loss on impairment of real estate 3,204 6,116 Loss on early extinguishment of debt 414 — Straight line rental income (6,794) (3,091) Other non-cash expenses, net 593 (334) Unrealized gain on equity securities (22,128) (12,931) Equity in net losses of investees 235 577 Equity in earnings of Select Income REIT included in discontinued operations — (10,289) Distributions of earnings from Select Income REIT — 10,289 Change in assets and liabilities: Rents receivable 14,390 (1,893) Deferred leasing costs (7,985) (2,091) Other assets 2,873 2,296 Accounts payable and other liabilities (30,387) (9,679) Due to related persons (29,257) 3,685 Net cash provided by operating activities 18,742 35,267 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate improvements (12,969) (11,020) Distributions in excess of earnings from Select Income REIT — 2,419 Distributions in excess of earnings from unconsolidated joint ventures 521 823 Proceeds from sale of properties, net 262,779 18,797 Net cash provided by investing activities 250,331 11,019 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS STATEMENTS CONDENSED CONSOLIDATED Office Properties Income Trust 12 Supplemental Operating and Financial Data, March 31, 2019


 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) For the Three Months Ended March 2019 2018 CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of mortgage notes payable (8,954) (899) Repayment of unsecured term loans (153,000) — Borrowings on unsecured revolving credit facility 85,000 25,000 Repayments on unsecured revolving credit facility (180,000) (25,000) Repurchase of common shares — (11) Preferred units of limited partnership distributions — (278) Distributions to common shareholders (26,445) (42,632) Net cash used in financing activities (283,399) (43,820) Increase (decrease) in cash, cash equivalents and restricted cash (14,326) 2,466 Cash, cash equivalents and restricted cash at beginning of period 38,943 19,680 Cash, cash equivalents and restricted cash at end of period $ 24,617 $ 22,146 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 49,545 $ 27,733 Income taxes paid $ 7 $ — 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 condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: As of March 31, 2019 2018 Cash and cash equivalents $ 20,153 $ 17,380 Restricted cash 4,464 4,766 Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 24,617 $ 22,146 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) STATEMENTS CONDENSED CONSOLIDATED Office Properties Income Trust 13 Supplemental Operating and Financial Data, March 31, 2019


 
DEBT SUMMARY (1) As of March 31, 2019 (dollars in thousands) Coupon Interest Principal Maturity Due at Years to Rate (2) Rate (3) Balance (4) Date Maturity Maturity Unsecured Floating Rate Debt: $750,000 unsecured revolving credit facility (5) (7) 3.508% 3.508% $ 80,000 1/31/2023 $ 80,000 3.8 DEBT SUMMARY $300,000 unsecured term loan (6) (7) 3.896% 3.896% 235,000 3/31/2020 235,000 1.0 Subtotal / weighted average 3.797% 3.797% 315,000 315,000 1.7 Unsecured Fixed Rate Debt: Senior unsecured notes due 2019 3.750% 3.930% 350,000 8/15/2019 350,000 0.4 Senior unsecured notes due 2020 3.600% 3.608% 400,000 2/1/2020 400,000 0.8 Senior unsecured notes due 2022 4.150% 4.196% 300,000 2/1/2022 300,000 2.8 Senior unsecured notes due 2022 4.000% 4.000% 300,000 7/15/2022 300,000 3.3 Senior unsecured notes due 2024 4.250% 4.404% 350,000 5/15/2024 350,000 5.1 Senior unsecured notes due 2025 4.500% 4.770% 400,000 2/1/2025 400,000 5.8 Senior unsecured notes due 2046 5.875% 5.875% 310,000 5/1/2046 310,000 27.1 Subtotal / weighted average 4.276% 4.377% 2,410,000 2,410,000 6.1 Secured Fixed Rate Debt: Mortgage debt - One building in Washington, DC 5.720% 3.690% 33,504 7/1/2020 32,462 1.3 Mortgage debt - One building in Philadelphia, PA 4.114% 4.220% 40,591 8/3/2020 39,635 1.3 Mortgage debt - One building in Lakewood, CO 8.150% 6.150% 2,614 3/1/2021 118 1.9 Mortgage debt - One building in Fairfax, VA 5.877% 5.877% 13,368 8/11/2021 12,702 2.4 Mortgage debt - One building in Washington, DC 4.220% 4.190% 27,041 7/1/2022 24,668 3.3 Mortgage debt - Three buildings in Seattle, WA 3.550% 4.210% 71,000 5/1/2023 71,000 4.1 Mortgage debt - One building in Chicago, IL 3.700% 4.210% 50,000 6/1/2023 50,000 4.2 Mortgage debt - One building in Washington, DC 4.800% 4.190% 24,411 6/1/2023 22,584 4.2 Mortgage debt - One building in Washington, DC 4.050% 4.440% 66,780 9/1/2030 60,566 11.4 Subtotal / weighted average 4.243% 4.285% 329,309 313,735 4.8 Total / weighted average 4.223% 4.307% $ 3,054,309 $ 3,038,735 5.5 See accompanying notes on the following page. Office Properties Income Trust 14 Supplemental Operating and Financial Data, March 31, 2019


 
DEBT MATURITY SCHEDULE (1) As of March 31, 2019 (dollars in thousands) Unsecured Unsecured Secured Fixed Year Floating Rate Debt Fixed Rate Debt Rate Debt Total Principal Balance (4) 2019 $ — $ 350,000 $ 3,100 $ 353,100 2020 235,000 (8) 400,000 75,707 710,707 2021 — — 14,420 14,420 2022 — 600,000 25,518 625,518 2023 80,000 (9) — 143,784 223,784 2024 — 350,000 — 350,000 2025 — 400,000 287 400,287 2026 and thereafter — 310,000 66,493 376,493 DEBT MATURITY SCHEDULE DEBT MATURITY Total $ 315,000 $ 2,410,000 $ 329,309 $ 3,054,309 Percent of total principal balance 10.3% 78.9% 10.8% 100.0% (1) Excludes two mortgage notes with an aggregate principal balance of $82,000 which are secured by three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for additional information regarding these joint ventures and related mortgage notes. (2) Reflects the interest rate stated in, or determined pursuant to, the contract terms. (3) Includes the effect of mark to market accounting for certain mortgages and premiums or discounts on senior unsecured notes. Excludes the effect of debt issuance costs amortization. (4) Principal balances exclude unamortized premiums, discounts and issuance costs related to these debts. The carrying value of our total consolidated debt of $3,000,939 as of March 31, 2019 is net of unamortized premiums, discounts and certain issuance costs totaling $53,370. (5) We are required to pay interest on borrowings under our revolving credit facility at a rate of LIBOR plus a premium of 110 basis points per annum. We also pay a facility fee of 25 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. The interest rate listed above is as of March 31, 2019 and excludes the 25 basis point facility fee. Subject to the payment of an extension fee and meeting certain other conditions, we may extend the maturity date of our credit facility for two additional six month periods. (6) We are required to pay interest on the amounts outstanding under our remaining term loan due March 31, 2020 at an annual rate of LIBOR plus a premium of 140 basis points, subject to adjustment based on changes to our credit ratings. The coupon rate and interest rate are as of March 31, 2019. This term loan is prepayable without penalty at any time. In March 2019, we made a partial principal payment of $65,000, which reduced the principal amount outstanding to $235,000. (7) The maximum aggregate borrowing availability under the credit agreement governing our revolving credit facility and remaining term loan may be increased up to $2,185,000 on a combined basis in certain circumstances. (8) Represents the outstanding balance of our remaining term loan at March 31, 2019. (9) Represents the amount outstanding under our revolving credit facility at March 31, 2019. Office Properties Income Trust 15 Supplemental Operating and Financial Data, March 31, 2019


 
LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS As of and for the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Leverage Ratios: Total consolidated debt (1) / total gross assets (2) 57.5% 59.0% 56.1% 55.4% 56.4% Total consolidated debt (1) / gross book value of real estate assets (3) 58.3% 62.2% 71.5% 63.7% 65.2% Total consolidated debt (1) / total market capitalization (4) 69.7% 71.5% 65.8% 57.7% 62.6% Consolidated secured debt (1) / total assets 6.7% 6.5% 5.2% 5.2% 5.0% Variable rate debt (1) / total consolidated debt (1) 10.3% 17.0% 47.1% 46.7% 49.5% Coverage Ratios: Adjusted EBITDAre (5) / interest expense 3.0x 2.8x 3.1x 3.3x 3.2x Total consolidated debt (1) / annualized Adjusted EBITDAre (5) 6.9x nm (6) 7.3x 7.0x 7.7x Public Debt Covenants: Total debt (1)/ adjusted total assets (7) (maximum 60.0%) 54.9% 56.8% 52.1% 51.9% 54.7% Secured debt (1) / adjusted total assets (7) (maximum 40.0%) 5.9% 5.8% 4.4% 4.4% 4.4% Consolidated income available for debt service (8) / debt service (minimum 1.50x) 3.2x 3.2x 2.3x 3.4x 3.2x Total unencumbered assets (7) / unsecured debt (1) (minimum 150.0%) 178.5% 171.9% 184.0% 184.9% 174.8% (1) Debt amounts represent the principal balance as of the date reported. The carrying value of our total consolidated debt of $3,000,939 as of March 31, 2019 is net of unamortized premiums and discounts and certain issuance costs totaling $53,370. Total consolidated debt excludes two mortgage notes with an aggregate principal balance of $82,000 which are secured by three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures and related mortgage notes. (2) Total gross assets is total assets plus accumulated depreciation. (3) Gross book value of real estate assets is real estate properties at cost, plus certain acquisition costs, if any, before depreciation and purchase price allocations, less impairment writedowns, if any. (4) Total market capitalization is total consolidated debt plus the market value of our common shares at the end of each period. (5) See page 22 for the calculation of Adjusted EBITDAre and a reconciliation of net income (loss) determined in accordance with GAAP to that amount. (6) For the three months ended December 31, 2018, total consolidated debt includes SIR's debt assumed in the Merger; however, Annualized Adjusted EBITDAre excludes SIR's results of operations for the three month period. As previously reported, on a pro forma basis as if the Merger had occurred on October 1, 2018, total consolidated debt / Annualized Adjusted EBITDAre would have been 7.6x. See Exhibit D on page 36 for pro forma calculation of EBITDAre and Adjusted EBITDAre as if the Merger occurred on October 1, 2018. (7) Adjusted total assets and total unencumbered assets include original cost of real estate assets calculated in accordance with GAAP before impairment writedowns, if any, and the lower of cost or market of our former investment in SIR for the applicable periods, and exclude depreciation and amortization, accounts receivable and intangible assets. (8) Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, loss on asset impairment, unrealized appreciation on assets held for sale, unrealized gains or losses on equity securities, gains and losses on early extinguishment of debt, gains and losses on sales of properties and gains or losses on equity issuance by SIR and equity in earnings of SIR and including distributions received from SIR and our unconsolidated joint ventures, if any, determined together with debt service for the period presented. Office Properties Income Trust LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS COVERAGE RATIOS LEVERAGE RATIOS, 16 Supplemental Operating and Financial Data, March 31, 2019


 
CAPITAL EXPENDITURES SUMMARY (dollars and sq. ft. in thousands, except per sq. ft. data) For the Three Months Ended (1)(2) 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Tenant improvements (3) $ 4,912 $ 5,450 $ 2,293 $ 3,854 $ 2,843 Leasing costs (4) 7,325 5,635 1,831 1,626 1,986 Building improvements (5) 4,308 11,250 6,707 4,048 2,707 Recurring capital expenditures 16,545 22,335 10,831 9,528 7,536 Development, redevelopment and other activities (6) 226 1,148 664 734 1,416 Total capital expenditures $ 16,771 $ 23,483 $ 11,495 $ 10,262 $ 8,952 Average sq. ft. during period (7) 31,017 16,204 17,046 17,189 17,416 Building improvements per average sq. ft. during period $ 0.14 $ 0.69 $ 0.39 $ 0.24 $ 0.16 (1) Historical data prior to the three months ended March 31, 2019 does not include capital expenditures activity of the SIR properties acquired in the Merger. See Exhibit C on CAPITAL EXPENDITURES SUMMARY CAPITAL page 35 for a summary of capital expenditures activity of the SIR properties prior to the Merger as well as a pro forma combined capital expenditures summary. (2) Excludes capital expenditures of three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (3) Tenant improvements include capital expenditures used to improve tenants' space or amounts paid directly to tenants to improve their space. (4) Leasing costs include leasing related costs, such as brokerage commissions and tenant inducements. (5) Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. (6) Development, redevelopment and other activities generally include (i) capital expenditures that are identified at the time of a property acquisition and incurred within a short time period after acquiring the property or (ii) capital expenditure projects that reposition a property or result in new sources of revenue. (7) Rentable square footage is subject to changes when space is remeasured or reconfigured for tenants. Average square footage for the three months ended December 31, 2018 excludes square feet from properties acquired from SIR on December 31, 2018. Office Properties Income Trust 17 Supplemental Operating and Financial Data, March 31, 2019


 
PROPERTY ACQUISITIONS AND DISPOSITIONS INFORMATION SINCE JANUARY 1, 2019 (dollars and sq. ft. in thousands) ACQUISITIONS: We have not acquired any properties since January 1, 2019. DISPOSITIONS: Date Number of Gross Sold Location Buildings Sq. Ft. Sale Price (1) 2/8/2019 Northern Virginia and Maryland 34 1,636 $ 198,500 3/18/2019 Washington, D.C. 1 129 70,000 Total 35 1,765 $ 268,500 (1) Gross sale price includes purchase price adjustments, if any, and excludes closing costs. Office Properties Income Trust 18 PROPERTY ACQUISITIONS AND DISPOSITIONS INFORMATION SINCE JANUARY 1, 2019 SINCE JANUARY AND DISPOSITIONS INFORMATION ACQUISITIONS PROPERTY Supplemental Operating and Financial Data, March 31, 2019


 
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (dollars in thousands) Unconsolidated Joint Ventures: OPI Investment OPI at Number of Square Occupancy at Weighted Average Joint Venture Ownership March 31, 2019 Office Buildings Location Feet March 31, 2019 Lease Term (1) Prosperity Metro Plaza 51% $ 23,498 2 Fairfax, VA 328,456 82.5% 4.1 years 1750 H Street, NW 50% 19,007 1 Washington, D.C. 115,411 100.0% 2.1 years Total / Weighted Average $ 42,505 3 443,867 87.1% 3.2 years Outstanding Unconsolidated Debt: Principal OPI Share of OPI Interest Maturity Balance at Annualized Balance at Principal Balance (4) Joint Venture Ownership Rate (2) Date March 31, 2019 (3) Debt Service Maturity (3) at March 31, 2019 Prosperity Metro Plaza (5) 51% 4.090% 12/1/2029 $ 50,000 $ 2,045 $ 45,246 $ 25,500 1750 H Street, NW 50% 3.690% 8/1/2024 32,000 1,181 32,000 16,000 Total / Weighted Average 3.934% $ 82,000 $ 3,226 $ 77,246 $ 41,500 Results of Operations - Unconsolidated Joint Ventures: (6) For the Three Months Ended March 31, 2019 For the Year Ended December 31, 2018 Prosperity 1750 H Prosperity 1750 H Metro Plaza Street, NW Total Metro Plaza Street, NW Total Equity in losses of affiliates $ (367) $ (272) $ (639) $ (367) $ (272) $ (639) Depreciation and amortization 1,091 660 1,751 1,091 660 1,751 Other expenses, net (7) 245 163 408 245 163 408 NOI (8) 969 551 1,520 969 551 1,520 Lease value amortization included in rental income (9) (13) 34 21 (13) 34 21 Non-cash straight-line rent adjustments included in rental income (9) 3 (8) (5) 3 (8) (5) Cash Basis NOI (8) $ 959 $ 577 $ 1,536 $ 959 $ 577 $ 1,536 Distributions received by OPI $ 102 $ 419 $ 521 $ 102 $ 419 $ 521 (1) Lease term is weighted based on annualized rental income. Annualized rental income is calculated using the annualized contractual base rents from the unconsolidated joint ventures' tenants pursuant to the lease agreements as of March 31, 2019, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to the joint ventures, and excluding lease value amortization. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES INVESTMENT IN UNCONSOLIDATED (2) Includes the effect of interest rate protection and mark to market accounting. (3) Reflects the entire balance of the debt secured by the properties and is not adjusted to reflect the part of the joint venture arrangement interests we do not own. (4) Reflects our proportionate share of the principal debt balances based on our ownership percentage of the applicable joint venture; none of the debt is recourse to us. (5) The mortgage loan requires interest-only payments through December 2024, at which time the loan requires principal and interest payments through its maturity date. (6) Reflects our proportionate share of operating results for the three months ended March 31, 2019 based on our ownership percentage of the respective joint ventures. (7) Includes interest expense, net of other income. (8) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of NOI and Cash Basis NOI. We calculate NOI and Cash Basis NOI for our unconsolidated joint ventures in the same manner that we calculate Consolidated Property NOI and Consolidated Property Cash Basis NOI. (9) Our unconsolidated joint ventures report rental income on a straight line basis over the terms of the respective leases; accordingly, 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 the unconsolidated joint ventures by our tenants, as well as the net effect of non- cash amortization of intangible lease assets and liabilities. Office Properties Income Trust 19 Supplemental Operating and Financial Data, March 31, 2019


 
CALCULATION AND RECONCILIATION OF CONSOLIDATED PROPERTY NOI AND CONSOLIDATED PROPERTY CASH BASIS NOI (dollars in thousands) For the Three Months Ended (1) 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Calculation of Consolidated Property NOI and Consolidated Property Cash Basis NOI: Rental income (2) $ 174,777 $ 103,656 $ 106,102 $ 108,085 $ 108,717 Property operating expenses (57,909) (41,630) (41,640) (39,982) (42,491) Consolidated Property NOI 116,868 62,026 64,462 68,103 66,226 Non-cash straight line rent adjustments included in rental income (2) (6,794) (2,339) (1,990) (2,744) (3,091) Lease value amortization included in rental income (2) 1,147 542 773 753 835 Lease termination fees included in rental income (2) (294) (58) (122) — — Non-cash amortization included in property operating expenses (3) (121) (121) (121) (121) (121) Consolidated Property Cash Basis NOI $ 110,806 $ 60,050 $ 63,002 $ 65,991 $ 63,849 Reconciliation of Net Income (Loss) Available for Common Shareholders to Consolidated Property NOI and Consolidated Property Cash Basis NOI: Net income (loss) available for common shareholders $ 34,019 $ (57,695) $ (449) $ 29,602 $ 6,287 Preferred units of limited partnership distributions — — — 93 278 Net income (loss) 34,019 (57,695) (449) 29,695 6,565 Income (loss) from discontinued operations — 18,150 (9,274) (4,309) (10,289) Income (loss) from continuing operations 34,019 (39,545) (9,723) 25,386 (3,724) Equity in net earnings (losses) of investees 235 1,157 (94) 629 577 Income tax benefit (expense) 483 (7) 9 83 32 CONSOLIDATED PROPERTY CASH BASIS NOI PROPERTY CONSOLIDATED Loss on early extinguishment of debt 414 709 — — — Interest expense 37,133 20,421 23,374 23,304 22,766 Interest income (248) (234) (140) (149) (116) Unrealized gain (loss) on equity securities (22,128) 48,229 (17,425) (10,321) (12,931) Dividend income (980) (425) (304) (304) (304) Gain on sale of real estate (22,092) (3,332) — (17,329) — General and administrative 8,723 (11,516) 22,383 4,449 9,606 Acquisition and transaction related costs 584 10,695 3,813 — — Loss on impairment of real estate 3,204 2,830 — (316) 6,116 Depreciation and amortization 77,521 33,044 42,569 42,671 44,204 Consolidated Property NOI 116,868 62,026 64,462 68,103 66,226 Non-cash amortization included in property operating expenses (3) (121) (121) (121) (121) (121) Lease termination fees included in rental income (2) (294) (58) (122) — — Lease value amortization included in rental income (2) 1,147 542 773 753 835 Non-cash straight line rent adjustments included in rental income (2) (6,794) (2,339) (1,990) (2,744) (3,091) Consolidated Property Cash Basis NOI $ 110,806 $ 60,050 $ 63,002 $ 65,991 $ 63,849 CALCULATION AND RECONCILIATION OF CONSOLIDATED PROPERTY NOI AND NOI PROPERTY OF CONSOLIDATED AND RECONCILIATION CALCULATION (1) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of Consolidated Property NOI and Consolidated Property Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. Excludes three buildings owned by our two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (2) We report rental income on a straight line basis over the terms of the respective leases; accordingly, 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 and lease termination fees, if any. (3) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which are included in property operating expenses. Office Properties Income Trust 20 Supplemental Operating and Financial Data, March 31, 2019


 
RECONCILIATION AND CALCULATION OF SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI (1)(2) (dollars in thousands) For the Three Months Ended (3) 3/31/2019 3/31/2018 Reconciliation of Consolidated Property NOI to Same Property NOI: Rental income $ 174,777 $ 108,717 Property operating expenses (57,909) (42,491) Consolidated Property NOI 116,868 66,226 Less: NOI of properties not included in same property results SIR assets acquired (60,522) — Historical OPI assets (3,904) (12,113) SAME PROPERTY CASH BASIS NOI SAME PROPERTY Same property NOI $ 52,442 $ 54,113 Calculation of Same Property Cash Basis NOI: Same property NOI $ 52,442 $ 54,113 Add: Lease value amortization included in rental income (4) 318 547 Less: Non-cash straight line rent adjustments included in rental income (4) (1,665) (2,536) Non-cash amortization included in property operating expenses (5) (121) (116) Same property Cash Basis NOI $ 50,974 $ 52,008 (1) See Exhibit A on page 33 for pro forma summary same property results that include the SIR properties acquired in the Merger and Exhibit B on page 34 for a calculation of pro forma Same Property NOI and Same Property Cash Basis NOI. (2) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of Consolidated Property NOI and Consolidated Property Cash Basis NOI, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (3) Based on consolidated properties we owned as of March 31, 2019 and which we owned continuously since January 1, 2018. Excludes three buildings owned by two unconsolidated joint RECONCILIATION AND CALCULATION OF SAME PROPERTY NOI AND NOI OF SAME PROPERTY AND CALCULATION RECONCILIATION ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (4) We report rental income on a straight line basis over the terms of the respective leases; accordingly, 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 and lease termination fees, if any. (5) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which are included in property operating expenses. Office Properties Income Trust 21 Supplemental Operating and Financial Data, March 31, 2019


 
re CALCULATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (1) (dollars in thousands) For the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Net income (loss) $ 34,019 $ (57,695) $ (449) $ 29,695 $ 6,565 Add (less): Interest expense 37,133 20,421 23,374 23,304 22,766 Income tax (benefit) expense 483 (7) 9 83 32 Depreciation and amortization 77,521 33,044 42,569 42,671 44,204 EBITDA 149,156 (4,237) 65,503 95,753 73,567 Add (less): Loss on impairment of real estate 3,204 2,830 — (316) 6,116 Gain on sale of real estate (22,092) (3,332) — (17,329) — Distributions received from unconsolidated joint ventures 521 705 813 1,410 823 AND ADJUSTED EBITDA AND Distributions received from SIR — — 12,708 12,708 12,708 re Equity in earnings of SIR included in discontinued operations — (515) (9,253) (4,301) (10,289) Equity in losses of unconsolidated joint ventures 639 791 738 636 620 Net gain on issuance of shares by SIR included in discontinued operations — — (21) (8) — Loss on sale of SIR shares included in discontinued operations (2) — 18,665 — — — EBITDAre 131,428 14,907 70,488 88,553 83,545 Add (less): Acquisition and transaction related costs (3) 584 10,695 3,813 — — General and administrative expense paid in common shares (4) 864 334 461 604 (62) Estimated business management incentive fees (5) — (16,973) 16,236 (2,150) 2,887 Loss on early extinguishment of debt 414 709 — — — Unrealized (gain) loss on equity securities (6) (22,128) 48,229 (17,425) (10,321) (12,931) Adjusted EBITDAre $ 111,162 $ 57,901 $ 73,573 $ 76,686 $ 73,439 (1) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of EBITDA, EBITDAre and Adjusted EBITDAre and a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (2) On October 9, 2018, we sold our entire investment in SIR at a loss. (3) Acquisition and transaction related costs consists of costs incurred in connection with the Merger. (4) Amounts represent equity based compensation to our trustees, our officers and certain other employees of RMR LLC. (5) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income (loss) in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net CALCULATION OF EBITDA, EBITDA CALCULATION income (loss), we do not include such expense in the calculation of Adjusted EBITDAre until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No business management incentive fee was payable under our business management agreement for 2018. As successor to SIR as a result of the Merger, we assumed the obligation to pay SIR's business management incentive fee for 2018. SIR's business management incentive fee for 2018 of $25,817 was paid by us in January 2019. (6) Unrealized gain (loss) on equity securities represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common shares to its fair value as of the end of the period. Office Properties Income Trust 22 Supplemental Operating and Financial Data, March 31, 2019


 
CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO AVAILABLE FOR COMMON SHAREHOLDERS (1) (amounts in thousands, except per share data) For the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Net income (loss) available for common shareholders $ 34,019 $ (57,695) $ (449) $ 29,602 $ 6,287 Add (less): Depreciation and amortization Consolidated properties 77,521 33,044 42,569 42,671 44,204 Unconsolidated joint venture properties 1,751 1,920 1,913 2,185 2,185 FFO attributable to SIR investment — 1,859 19,012 12,414 18,488 Loss on impairment of real estate 3,204 2,830 — (316) 6,116 Equity in earnings of SIR included in discontinued operations — (515) (9,253) (4,301) (10,289) Gain on sale of real estate (22,092) (3,332) — (17,329) — Unrealized gain (loss) on equity securities (2) (22,128) 48,229 (17,425) (10,321) (12,931) FFO available for common shareholders 72,275 26,340 36,367 54,605 54,060 Add (less): Acquisition and transaction related costs (3) 584 10,695 3,813 — — Loss on early extinguishment of debt 414 709 — — — Normalized FFO attributable to SIR investment — 1,524 15,584 11,292 15,606 FFO attributable to SIR investment — (1,859) (19,012) (12,414) (18,488) Net gain on issuance of shares by SIR included in discontinued operations — — (21) (8) — Estimated business management incentive fees (4) — (16,973) 16,236 (2,150) 2,887 Loss on sale of SIR shares included in discontinued operations (5) — 18,665 — — — Normalized FFO available for common shareholders $ 73,273 $ 39,101 $ 52,967 $ 51,325 $ 54,065 AVAILABLE FOR COMMON SHAREHOLDERS AVAILABLE Weighted average common shares outstanding (basic) 48,031 25,027 24,768 24,763 24,760 Weighted average common shares outstanding (diluted) 48,046 25,027 24,768 24,766 24,760 Per common share amounts: Net income (loss) available for common shareholders (basic and diluted) $ 0.71 $ (2.31) $ (0.02) $ 1.20 $ 0.25 FFO available for common shareholders (basic) $ 1.50 $ 1.05 $ 1.47 $ 2.21 $ 2.18 FFO available for common shareholders (diluted) $ 1.50 $ 1.05 $ 1.47 $ 2.20 $ 2.18 Normalized FFO available for common shareholders (basic and diluted) $ 1.53 $ 1.56 $ 2.14 $ 2.07 $ 2.18 See accompanying notes on the following page. CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO (FFO) OF FUNDS FROM OPERATIONS CALCULATION Office Properties Income Trust 23 Supplemental Operating and Financial Data, March 31, 2019


 
CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO AVAILABLE FOR COMMON SHAREHOLDERS (1) (CONTINUED) (amounts in thousands, except per share data) (1) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of FFO available for common shareholders and Normalized FFO available for common shareholders, a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (2) Unrealized gain (loss) on equity securities represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common shares to its fair value as of the end of the period. (3) Acquisition and transaction related costs consists of costs incurred in connection with the Merger. (4) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income (loss) available for common shareholders in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss) available for common shareholders, we do not include such expense in the calculation of Normalized FFO available for common shareholders until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No business management incentive fee was payable under our business management agreement for 2018. As successor to SIR as a result of the Merger, we assumed the obligation to pay SIR's business management incentive fee for 2018. SIR's business management incentive fee for 2018 of $25,817 was paid by us in January 2019. Pursuant to GAAP, the business management incentive fee that SIR incurred for 2018 was not recorded in our consolidated statement of income (loss) for the year ended December 31, 2018, but that amount was included in our consolidated balance sheet as of December 31, 2018 within due to related persons. (5) On October 9, 2018, we sold our entire investment in SIR at a loss. AVAILABLE FOR COMMON SHAREHOLDERS (CONTINUED) AVAILABLE CALCULATION OF FUNDS FROM OPERATIONS (FFO) ANDNORMALIZED FFO (FFO) OF FUNDS FROM OPERATIONS CALCULATION Office Properties Income Trust 24 Supplemental Operating and Financial Data, March 31, 2019


 
DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of applicable SEC rules, including Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI, Same Property Cash Basis NOI, EBITDA, EBITDAre, Adjusted EBITDAre, FFO available for common shareholders and Normalized FFO available for common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to income (loss) from continuing operations, net income (loss) or net income (loss) available for common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with income (loss) from continuing operations, net income (loss) and net income (loss) available for common shareholders as presented in our condensed consolidated statements of income. We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with income (loss) from continuing operations, net income and net income available for common shareholders. We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations at our properties. Consolidated Property NOI and Consolidated Property Cash Basis NOI The calculations of Consolidated Property net operating income, or NOI, and Cash Basis NOI exclude certain components of net income (loss) available for common shareholders in order to provide results that are more closely related to our consolidated property level results of operations. We calculate Consolidated Property NOI and Consolidated Property Cash Basis NOI as shown on page 20 and Same Property NOI and Same Property Cash Basis NOI on page 21. We define Consolidated Property NOI as consolidated income from our rental of real estate less our consolidated property operating expenses. Consolidated Property NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We define Consolidated Property Cash Basis NOI as Consolidated Property NOI excluding non-cash straight line rent adjustments, lease value amortization, lease termination fees, if any, and non-cash amortization included in other operating expenses. We calculate Same Property NOI and Same Property Cash Basis NOI in the same manner that we calculate the corresponding Consolidated Property NOI and Consolidated Property Cash Basis NOI amounts, except that we only include same properties in calculating Same Property NOI and Same Property Cash Basis NOI. We use Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate Consolidated Property NOI, Consolidated Property Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI differently than we do. EBITDA, EBITDAre and Adjusted EBITDAre We calculate earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown on page 22. EBITDAre is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets and adjustments to reflect our share of EBITDAre of our unconsolidated joint ventures and our prior investment in SIR included in discontinued operations. In calculating Adjusted EBITDAre, we adjust for the items shown on page 22 and include business management incentive fees only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do. FFO and Normalized FFO We calculate funds from operations, or FFO, available for common shareholders and Normalized FFO available for common shareholders as shown on page 23. FFO available for common shareholders is calculated on the basis defined by Nareit, which is net income available for common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, and the difference between FFO attributable to an equity investment and equity in earnings of SIR included in discontinued operations, but excluding impairment charges on and increases in the carrying value of real estate assets, any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO available for common shareholders, we adjust for the items shown on page 23 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our DEFINITIONS OF CERTAIN NON-GAAP FINANCIAL MEASURES FINANCIAL NON-GAAP DEFINITIONS OF CERTAIN core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO available for common shareholders and Normalized FFO available for common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO available for common shareholders and Normalized FFO available for common shareholders differently than we do. Office Properties Income Trust 25 Supplemental Operating and Financial Data, March 31, 2019


 
PORTFOLIO INFORMATION Stevens Center, Richland, WA Square Feet:Office 140,152 Properties Income Trust 26 Agency Occupant:Supplemental Department Operating and of FinancialEnergy Data, March 31, 2019


 
SUMMARY CONSOLIDATED SAME PROPERTY RESULTS (dollars and sq. ft. in thousands) For the Three Months Ended (1) (2) 3/31/2019 3/31/2018 Consolidated buildings (end of period) 113 113 Total sq. ft. (3) 13,596 13,585 Percent leased (4) 92.5 % 94.8% Rental income (5) $ 87,842 $ 89,723 Same Property NOI (6) $ 52,442 $ 54,113 Same Property Cash Basis NOI (6) $ 50,974 $ 52,008 Same Property NOI % margin (7) 59.7% 60.3% Same Property Cash Basis NOI % margin (7) 58.9% 59.3% Same Property NOI % change (3.1%) — Same Property Cash Basis NOI % change (2.0%) — (1) Excludes the SIR properties acquired in the Merger. See Exhibit A on page 33 for pro forma summary same property results as if the SIR properties acquired in the Merger were owned continuously since January 1, 2018. (2) Based on consolidated properties we owned as of March 31, 2019 and which we owned continuously since January 1, 2018. Excludes three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (3) Subject to changes when space is remeasured or reconfigured for tenants. (4) Percent leased includes (i) space being fitted out for occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date. (5) We report rental income on a straight line basis over the terms of the respective leases; accordingly, 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 and lease termination fees, if any. (6) See page 20 for the calculation of Consolidated Property NOI and Consolidated Property Cash Basis NOI and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to those amounts and see page 21 for a calculation and reconciliation of Same Property NOI and Same Property Cash Basis NOI. SUMMARY CONSOLIDATED SAME PROPERTY RESULTS SAME PROPERTY CONSOLIDATED SUMMARY (7) Same Property NOI margin is defined as Same Property NOI as a percentage of rental income. Same Property Cash Basis NOI margin is defined as Same Property Cash Basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straight line rent adjustments and the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any. Office Properties Income Trust 27 Supplemental Operating and Financial Data, March 31, 2019


 
OCCUPANCY AND LEASING SUMMARY (1) (2) (dollars and sq. ft. in thousands, except per sq. ft. data) As of and for the Three Months Ended 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Consolidated buildings (end of period) 212 (3) 247 (3) (4) 164 164 166 Total sq. ft. (5) 30,134 (3) 31,900 (3) (4) 17,046 17,046 17,332 Percentage leased 89.6% (3) 91.0% (3) (4) 93.3% 94.0% 94.4% Leasing Activity (sq. ft.): (5) New leases 121 117 84 117 83 Renewals 704 407 98 279 197 Total 825 524 182 396 280 % Change in GAAP Rent: (6) New leases 3.6% 1.8% 0.6% (2.5%) 10.3% Renewals 14.3% (9.9%) (1.1%) 1.6% 2.6% Total 12.8% (8.2%) (0.4%) 0.6% 4.9% Weighted Average Lease Term by Sq. Ft. (years): New leases 8.8 7.0 7.0 6.8 5.8 Renewals 7.3 7.6 9.0 5.9 5.5 Total 7.5 7.5 8.1 6.2 5.6 Leasing Cost and Concession Commitments: (7) New leases $ 13,591 $ 5,334 $ 3,796 $ 4,653 $ 3,347 Renewals 15,213 10,514 2,683 2,157 4,651 OCCUPANCY AND LEASING SUMMARY AND LEASING SUMMARY OCCUPANCY Total $ 28,804 $ 15,848 $ 6,479 $ 6,810 $ 7,998 Leasing Cost and Concession Commitments per Sq. Ft.: (7) New leases $ 112.00 $ 45.75 $ 44.89 $ 39.76 $ 39.93 Renewals $ 21.60 $ 25.82 $ 27.47 $ 7.72 $ 23.66 Total $ 34.89 $ 30.25 $ 35.56 $ 17.18 $ 28.52 Leasing Cost and Concession Commitments per Sq. Ft. per Year: (7) New leases $ 12.79 $ 6.51 $ 6.46 $ 5.84 $ 6.86 Renewals $ 2.98 $ 3.38 $ 3.05 $ 1.31 $ 4.34 Total $ 4.67 $ 4.03 $ 4.41 $ 2.79 $ 5.13 (1) Excludes three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (2) The data presented as of December 31, 2018 and prior periods exclude the SIR properties acquired in the Merger, unless otherwise stated. (3) Includes two leasable land parcels. (4) Includes the SIR properties acquired in the Merger. (5) Rentable square footage is subject to changes when space is remeasured or reconfigured for tenants. (6) Percent difference in prior rents charged for same space or, in the case of space acquired vacant, market rental rates for similar space in the building at the date of acquisition. Rents include estimated recurring expense reimbursements paid to us, exclude lease value amortization and are net of lease concessions. (7) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. The above leasing summary is based on leases entered during the periods indicated. Office Properties Income Trust 28 Supplemental Operating and Financial Data, March 31, 2019


 
TENANT DIVERSITY AND CREDIT CHARACTERISTICS As of March 31, 2019 Percentage of Total Annualized Rental Income (1) Tenant Industry Tenant Credit Characteristics (2) (4) (3) TENANT DIVERSITY AND CREDIT CHARACTERISTICS TENANT DIVERSITY (1) Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2019, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. (2) We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant's lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant's lease obligations. Tenants contributing 55.2% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 10.5% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities are not liable for the payment of rents). (3) Includes the U.S. Government, state governments, municipalities and government contractors. Office Properties Income Trust 29 Supplemental Operating and Financial Data, March 31, 2019


 
TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME As of March 31, 2019 (dollars in thousands) Annualized % of Total Annualized Tenant Credit Rating (1) Rental Income (2) Rental Income (2) 1 U.S. Government Investment Grade $ 171,965 25.8% 2 State of California Investment Grade 19,006 2.9% 3 Shook, Hardy & Bacon L.L.P. Not Rated 18,854 2.8% 4 Bank of America Corporation Investment Grade 16,596 2.5% 5 F5 Networks, Inc. Not Rated 14,416 2.2% 6 Noble Energy, Inc. Investment Grade 14,149 2.1% 7 Andeavor Investment Grade 14,141 2.1% 8 WestRock Co. Investment Grade 12,807 1.9% 9 CareFirst Inc. Non Investment Grade 11,355 1.7% 10 Northrop Grumman Corporation Investment Grade 11,346 1.7% 11 Tyson Foods, Inc. Investment Grade 10,253 1.5% 12 Technicolor SA Non Investment Grade 10,034 1.5% 13 Commonwealth of Massachusetts Investment Grade 9,693 1.5% 14 Micro Focus International plc Non Investment Grade 8,710 1.3% 15 ARRIS International plc Non Investment Grade 7,931 1.2% 16 PNC Bank Investment Grade 6,959 1.1% 17 State of Georgia Investment Grade 6,776 1.0% 18 ServiceNow, Inc. Not Rated 6,335 1.0% $ 371,326 55.8% (1) We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant's lease obligations; and (c) tenants with investment grade rated parent entities that do not guarantee the tenant's lease obligations. Tenants contributing 55.2% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 10.5% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities are not liable for the payment of rents). (2) Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2019, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. Office Properties Income Trust 30 TENANTS REPRESENTING 1% OR MORE OF TOTAL ANNUALIZED RENTAL INCOME ANNUALIZED RENTAL TENANTS REPRESENTING 1% OR MORE OF TOTAL Supplemental Operating and Financial Data, March 31, 2019


 
LEASE EXPIRATION SCHEDULE (1) As of March 31, 2019 (dollars and sq. ft. in thousands) % of Total Cumulative % of Cumulative % of Leased Total Leased % of Total Total Annualized Number of Leased Square Square Feet Square Feet Annualized Rental Annualized Rental Rental Income Year (2) Leases Expiring Feet Expiring (3) Expiring (3) Expiring (3) Income Expiring (4) Income Expiring (4) Expiring (4) 2019 60 2,241 8.3% 8.3% $ 67,458 10.1% 10.1% 2020 73 1,671 6.2% 14.5% 45,018 6.8% 16.9% 2021 67 1,848 6.8% 21.3% 41,668 6.3% 23.2% 2022 80 2,355 8.7% 30.0% 60,645 9.1% 32.3% 2023 66 2,928 10.8% 40.8% 73,063 11.0% 43.3% 2024 56 3,659 13.6% 54.4% 93,224 14.0% 57.3% 2025 33 1,983 7.3% 61.7% 42,649 6.4% 63.7% 2026 29 1,984 7.3% 69.0% 51,223 7.7% 71.4% LEASE EXPIRATION SCHEDULE LEASE EXPIRATION 2027 29 2,007 7.4% 76.4% 49,545 7.4% 78.8% 2028 and thereafter 45 6,318 23.6% 100.0% 140,770 21.2% 100.0% Total 538 26,994 100.0% $ 665,263 100.0% Weighted average remaining lease term (in years) 6.1 5.9 (1) Excludes three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for more information regarding these joint ventures. (2) The year of lease expiration is pursuant to current contract terms. Some of our government tenants have the right to vacate their space before the stated expirations of their leases. In addition, certain of our government tenants have the right to terminate their leases if their respective legislature or other funding authority does not appropriate rent in their respective annual budgets. (3) Leased square feet is pursuant to leases existing as of March 31, 2019, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any. Square footage measurements are subject to changes when space is remeasured or reconfigured for new tenants. (4) Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2019, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. Office Properties Income Trust 31 Supplemental Operating and Financial Data, March 31, 2019


 
75 Pleasant Street, Malden, MA Square Feet: 125,521 Occupant: Department of Education, Commonwealth of Massachusetts EXHIBITS Certain pro forma financial information is presented in the Exhibits to this supplemental operating and financial data report, as well as certain property information for SIR, as if the Merger had occurred on October 1, 2018. Such pro forma financial information is not necessarily indicative of our expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, our capital structure, our property levelOffice operating Properties expenses Income and revenues, Trust including rents expected to be received on our existing leases or leases we may enter into, changes in interest rates and other reasons. Actual future results are likely to be different32 from amounts presented in theSupplemental pro forma financial Operating information and and Financialsuch differences Data, could March 31, be significant. 2019


 
PRO FORMA SUMMARY SAME PROPERTY RESULTS (1) EXHIBIT A (dollars and sq. ft. in thousands) For the Three Months Ended OPI (Excluding Former SIR Properties): 3/31/2019 3/31/2018 Leasable buildings 113 113 Total sq. ft. (2) 13,596 13,585 Percent leased (3) 92.5% 94.8% Same Property Cash Basis NOI (4) $ 50,974 $ 52,008 Same Property Cash Basis NOI % change (2.0%) — For the Three Months Ended Former SIR Properties: 3/31/2019 3/31/2018 As reported Less: SIR (excluding ILPT) SIR 2018 Disposition (5) Pro Forma SIR Leasable buildings (6) 99 100 (1) 99 Total sq. ft. (2) 16,538 16,956 (418) 16,538 Percent leased (3) 87.2% 88.7% —% 90.1% Same Property Cash Basis NOI (4) $ 56,049 $ 58,097 $ (40) $ 58,057 Same Property Cash Basis NOI % change (3.5%) — — — For the Three Months Ended Pro Forma Combined: 3/31/2019 3/31/2018 Leasable buildings (6) 212 212 Total sq. ft. (2) 30,134 30,123 Percent leased (3) 89.6% 92.7% Same Property Cash Basis NOI (4) $ 107,023 $ 110,065 Same Property Cash Basis NOI % change (2.8%) — PRO FORMA SUMMARY SAME PROPERTY RESULTS SAME PROPERTY SUMMARY PRO FORMA (1) OPI (excluding former SIR properties) same property results for the three months ended March 31, 2019 and 2018, are based on consolidated properties owned as of March 31, 2019 and owned continuously since January 1, 2018. Former SIR properties same property results for the three months ended March 31, 2019 and 2018, are based on consolidated properties SIR owned prior to the Merger and owned continuously since January 1, 2018 and which OPI owned as of March 31, 2019. Pro forma combined same property results combine the same property results of OPI and SIR for the three months ended March 31, 2019 and 2018, as if the Merger had occurred on January 1, 2018. See calculation of pro forma Same Property Cash Basis NOI or the three months ended March 31, 2019 on page 34. (2) Subject to changes when space is remeasured or reconfigured for tenants. (3) Percent leased includes (i) space being fitted out for occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date. (4) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definition of Same Property Cash Basis NOI, a description of why we believe it is an appropriate supplemental measure and a description of how we use this measure. (5) SIR sold a vacant land parcel in August 2018 prior to the completion of the Merger. (6) Includes two leasable land parcels as of March 31, 2019 and three leasable land parcels as of March 31, 2018. Office Properties Income Trust 33 Supplemental Operating and Financial Data, March 31, 2019


 
RECONCILIATION AND CALCULATION OF PRO FORMA EXHIBIT B SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI (1) (dollars in thousands) For the Three Months Ended March 31, 2019 OPI Former (Excluding Former SIR Pro Forma SIR Properties) Properties Combined Reconciliation of Consolidated Property NOI to Same Property NOI: (2) Rental income (3) $ 93,680 $ 81,097 $ 174,777 Property operating expenses (37,334) (20,575) (57,909) Consolidated Property NOI 56,346 60,522 116,868 Less: NOI of properties not included in same property results (3,904) — (3,904) Same Property NOI $ 52,442 $ 60,522 $ 112,964 Calculation of Same Property Cash Basis NOI: (2) Same Property NOI $ 52,442 $ 60,522 $ 112,964 Add: Lease value amortization included in rental income (3) 318 830 1,148 Less: Non-cash straight line rent adjustments included in rental income (3) (1,665) (5,009) (6,674) Lease termination fees included in rental income (3) — (294) (294) Non-cash amortization included in property operating expenses (4) (121) — (121) Same Property Cash Basis NOI $ 50,974 $ 56,049 $ 107,023 (1) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of Consolidated Property NOI and Consolidated Property Cash Basis NOI, a description of why we RECONCILIATION AND CALCULATION OF PRO FORMA OF PRO FORMA AND CALCULATION RECONCILIATION believe they are appropriate supplemental measures and a description of how we use these measures. (2) OPI (excluding former SIR properties) same property results for the three months ended March 31, 2019 are based on consolidated properties owned as of March 31, 2019 and which OPI had owned continuously since January 1, 2018. Former SIR properties same property results for the three months ended March 31, 2019 are based on consolidated properties SIR owned prior to the Merger and which it had owned continuously since January 1, 2018 and which OPI owned as of March 31, 2019. Pro forma combined same property results combine the same property results of OPI and SIR for the three months ended March 31, 2019, as if the Merger had occurred on January 1, 2018. (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 SAME PROPERTY NOI AND SAME PROPERTY CASH BASIS NOI AND SAME PROPERTY NOI SAME PROPERTY expense reimbursements, tax escalations, parking revenues, service income and other fixed and variable charges paid to us by its tenants, as well as the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any. (4) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our investment in RMR Inc. common stock in June 2015. A portion of this liability is being amortized on a straight line basis through December 31, 2035 as a reduction to property management fees expense, which is included in property operating expenses. Office Properties Income Trust 34 Supplemental Operating and Financial Data, March 31, 2019


 
PRO FORMA CAPITAL EXPENDITURES SUMMARY (1)(2) EXHIBIT C (dollars in thousands) For the Three Months Ended OPI: 3/31/2019 12/31/2018 9/30/2018 6/30/2018 3/31/2018 Tenant improvements (3) $ 4,912 $ 5,450 $ 2,293 $ 3,854 $ 2,843 Leasing costs (4) 7,325 5,635 1,831 1,626 1,986 Building improvements (5) 4,308 11,250 6,707 4,048 2,707 Recurring capital expenditures 16,545 22,335 10,831 9,528 7,536 Development, redevelopment and other activities (6) 226 1,148 664 734 1,416 Total capital expenditures $ 16,771 $ 23,483 $ 11,495 $ 10,262 $ 8,952 Former SIR Properties: Tenant improvements (3) $ — $ 1,109 $ 3,318 $ 6,671 $ 1,734 Leasing costs (4) — 893 211 308 571 Building improvements (5) — 1,261 1,464 660 385 Recurring capital expenditures — 3,263 4,993 7,639 2,690 Development, redevelopment and other activities (6) — 392 950 1,067 72 Total capital expenditures $ — $ 3,655 $ 5,943 $ 8,706 $ 2,762 Pro Forma Combined: Tenant improvements (3) $ 4,912 $ 6,559 $ 5,611 $ 10,525 $ 4,577 Leasing costs (4) 7,325 6,528 2,042 1,934 2,557 Building improvements (5) 4,308 12,511 8,171 4,708 3,092 Recurring capital expenditures 16,545 25,598 15,824 17,167 10,226 Development, redevelopment and other activities (6) 226 1,540 1,614 1,801 1,488 Total capital expenditures $ 16,771 $ 27,138 $ 17,438 $ 18,968 $ 11,714 (1) Historical data for OPI for periods prior to the three months ended March 31, 2019 does not include capital expenditures for the SIR properties acquired in the Merger. PRO FORMA CAPITAL EXPENDITURES SUMMARY EXPENDITURES SUMMARY CAPITAL PRO FORMA (2) The OPI data presented excludes capital expenditures of three buildings owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 19 for additional information regarding these joint ventures. (3) Tenant improvements include capital expenditures used to improve tenants' space or amounts paid directly to tenants to improve their space. (4) Leasing costs include leasing related costs, such as brokerage commissions and tenant inducements. (5) Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. (6) Development, redevelopment and other activities generally include (i) capital expenditures that are identified at the time of a property acquisition and incurred within a short time period after acquiring the property, or (ii) capital expenditure projects that reposition a property or result in new sources of revenue. Office Properties Income Trust 35 Supplemental Operating and Financial Data, March 31, 2019


 
re PRO FORMA CALCULATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (1) AS IF THE MERGER HAD OCCURRED ON OCTOBER 1, 2018 EXHIBIT D (dollars in thousands) For the Three Months Ended December 31, 2018 Sale of OPI ILPT SIR Pro Forma OPI SIR Shares Adjusted SIR Distribution Adjusted Adjustments Pro Forma Net loss $ (57,695) $ (139) $ (57,834) $ (51,551) $ (17,493) $ (69,044) $ (4,744) $ (131,622) Add (less): Interest expense 20,421 (376) 20,045 23,701 (4,472) 19,229 241 39,515 Income tax (benefit) expense (7) — (7) 10 (8) 2 — (5) Depreciation and amortization 33,044 — 33,044 36,220 (7,327) 28,893 5,782 67,719 EBITDA (4,237) (515) (4,752) 8,380 (29,300) (20,920) 1,279 (24,393) and ADJUSTED EBITDA and Add (less): Loss on impairment of real estate 2,830 — 2,830 — — — — 2,830 re Gain on sale of real estate (3,332) — (3,332) — — — — (3,332) Distributions received from unconsolidated joint ventures 705 — 705 — — — — 705 Equity in earnings of SIR included in discontinued operations (515) 515 — — — — — — Equity in losses of unconsolidated joint ventures 791 — 791 — — — — 791 Loss on sale of SIR common shares included in discontinued operations (2) 18,665 — 18,665 — — — — 18,665 EBITDAre 14,907 — 14,907 8,380 (29,300) (20,920) 1,279 (4,734) Add (less): Acquisition and transaction related costs (3) 10,695 — 10,695 9,193 — 9,193 — 19,888 General and administrative expense paid in common shares (4) 334 — 334 842 (235) 607 — 941 Estimated business management incentive fees (5) (16,973) — (16,973) (21,479) — (21,479) — (38,452) Loss on extinguishment of debt 709 — 709 — — — — 709 Unrealized loss on equity securities (6) 48,229 — 48,229 63,029 — 63,029 — 111,258 Adjusted EBITDAre $ 57,901 $ — $ 57,901 $ 59,965 $ (29,535) $ 30,430 $ 1,279 $ 89,610 (1) See Definitions of Certain Non-GAAP Financial Measures on page 25 for the definitions of EBITDA, EBITDAre and Adjusted EBITDAre and a description of why we believe they are appropriate supplemental measures and a description of how we use these measures. (2) On October 9, 2018, we sold our entire investment in SIR at a loss. (3) Acquisition and transaction related costs include costs incurred in connection with the Merger. (4) Amounts represent equity compensation awarded to our trustees, officers and certain other employees of RMR LLC. (5) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income (loss). In calculating net loss in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), we do not include such expense in the calculation of Adjusted EBITDAre until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. No incentive management fee was payable under our business management agreement for the year ended December 31, 2018. As successor to SIR as a result of the Merger, we assumed the obligation to pay SIR's business management incentive fee for 2018. SIR's business management incentive fee for 2018 of $25,817 was paid by us in January 2019 and is reflected in the pro forma calculation of Adjusted EBITDAre as shown above in the SIR and SIR Adjusted columns. (6) Unrealized loss on equity securities represents the adjustment required to adjust the carrying value of our investment in RMR Inc. common shares to its fair value as of the end of the period. Office Properties Income Trust 36 PRO FORMA CALCULATION OF EBITDA, EBITDA CALCULATION PRO FORMA Supplemental Operating and Financial Data, March 31, 2019


 
EXHIBIT E CONSOLIDATED PROPERTY DETAIL(1) As of March 31, 2019 (dollars and square feet in thousands) Annualized Year Built or No. of Rentable Rental Undepreciated Depreciated Date Most Recent Property City, State Buildings Sq. Ft. % Leased Income (2) Carrying Value (3) Carrying Value (3) Acquired (4) Renovation Inverness Center Birmingham, AL 3 448 25.2% $ 2,452 $ 17,685 $ 17,594 12/31/2018 1985 445 Jan Davis Drive Huntsville, AL 1 57 100.0% 1,038 3,016 3,006 12/31/2018 2007 4905 Moores Mill Road Huntsville, AL 1 1,371 100.0% 10,034 41,240 40,968 12/31/2018 2007 131 Clayton Street Montgomery, AL 1 58 100.0% 1,575 10,052 8,287 6/22/2011 2007 4344 Carmichael Road Montgomery, AL 1 49 100.0% 1,527 13,042 11,512 12/17/2013 2009 15451 North 28th Avenue Phoenix, AZ 1 67 100.0% 1,473 9,883 8,994 9/10/2014 2013 16001 North 28th Avenue Phoenix, AZ 1 106 100.0% 1,914 3,798 3,795 12/31/2018 2007 2149 West Dunlap Avenue Phoenix, AZ 1 123 100.0% 2,553 6,824 6,822 12/31/2018 1983 711 S 14th Avenue Safford, AZ 1 36 94.4% 920 8,220 7,964 6/16/2010 1992 Regents Center Tempe, AZ 2 101 100.0% 2,130 7,220 7,182 12/31/2018 1988 Campbell Place Carlsbad, CA 2 95 100.0% 2,768 9,717 9,688 12/31/2018 2007 Folsom Corporate Center Folsom, CA 1 96 100.0% 2,945 8,555 8,511 12/31/2018 2009 Bayside Technology Park Fremont, CA 1 101 100.0% 2,325 11,522 11,516 12/31/2018 1990 5045 East Butler Street Fresno, CA 1 532 100.0% 8,384 68,533 43,118 8/29/2002 1971 10949 N. Mather Boulevard Rancho Cordova, CA 1 94 100.0% 2,609 17,844 15,533 10/30/2013 2012 11020 Sun Center Drive Rancho Cordova, CA 1 83 100.0% 2,024 10,934 10,348 12/20/2016 2016 100 Redwood Shores Parkway Redwood City, CA 1 63 100.0% 3,214 22,351 22,297 12/31/2018 2014 CONSOLIDATED PROPERTY DETAIL PROPERTY CONSOLIDATED 3875 Atherton Road Rocklin, CA 1 19 100.0% 420 1,038 1,032 12/31/2018 1991 801 K Street Sacramento, CA 1 338 89.9% 9,847 73,032 66,517 1/29/2016 2002 9815 Goethe Road Sacramento, CA 1 88 100.0% 1,953 12,438 10,347 9/14/2011 1992 Capitol Place Sacramento, CA 1 164 94.5% 4,949 46,875 36,344 12/17/2009 1988 4181 Ruffin Road San Diego, CA 1 148 100.0% 3,613 20,881 16,794 7/16/2010 2013 4560 Viewridge Road San Diego, CA 1 93 100.0% 3,336 26,904 16,033 3/31/1997 1996 9174 Sky Park Centre San Diego, CA 1 44 97.7% 1,200 8,923 5,536 6/24/2002 1986 2090 Fortune Drive San Jose, CA 1 72 100.0% 1,261 9,110 9,110 12/31/2018 2014 2115 O’Nel Drive San Jose, CA 1 99 100.0% 3,352 17,505 17,470 12/31/2018 2013 6448-6450 Via Del Oro San Jose, CA 1 76 100.0% 1,841 6,774 6,760 12/31/2018 1983 North First Street San Jose, CA 1 64 100.0% 2,202 12,412 12,383 12/31/2018 2013 Rio Robles Drive San Jose, CA 3 186 100.0% 4,880 37,680 37,581 12/31/2018 2011 2450 and 2500 Walsh Avenue Santa Clara, CA 2 132 100.0% 4,803 30,263 30,146 12/31/2018 2014 3250 and 3260 Jay Street Santa Clara, CA 2 149 100.0% 6,335 34,219 34,120 12/31/2018 2013 603 San Juan Avenue Stockton, CA 1 22 100.0% 971 6,033 5,121 7/20/2012 2012 350 West Java Drive Sunnyvale, CA 1 96 100.0% 3,128 25,268 25,265 12/31/2018 2012 7958 South Chester Street Centennial, CO 1 168 100.0% 5,202 13,945 13,895 12/31/2018 2000 350 Spectrum Loop Colorado Springs, CO 1 156 100.0% 2,652 11,472 11,418 12/31/2018 2000 333 Inverness Drive South Englewood, CO 1 140 100.0% 3,018 10,335 10,301 12/31/2018 1998 12795 West Alameda Parkway Lakewood, CO 1 167 100.0% 4,544 27,511 21,794 1/15/2010 1988 Corporate Center Lakewood, CO 3 213 100.0% 4,819 34,313 21,590 10/11/2002 2004 1 Targeting Center Windsor, CT 1 97 100.0% 1,281 1,978 1,974 12/31/2018 1999 11 Dupont Circle, NW Washington, D.C. 1 153 78.4% 7,296 75,231 73,192 10/2/2017 2004 See notes on page 41. Office Properties Income Trust 37 Supplemental Operating and Financial Data, March 31, 2019


 
EXHIBIT E CONSOLIDATED PROPERTY DETAIL (CONTINUED) (1) As of March 31, 2019 (dollars and square feet in thousands) Annualized Year Built or No. of Rentable Rental Undepreciated Depreciated Date Most Recent Property City, State Buildings Sq. Ft. % Leased Income (2) Carrying Value (3) Carrying Value (3) Acquired (4) Renovation 1211 Connecticut Avenue, NW Washington, D.C. 1 132 81.8% 5,127 56,550 55,462 10/2/2017 2014 1401 K Street, NW Washington, D.C. 1 123 86.2% 5,697 67,207 65,376 10/2/2017 2016 20 Massachusetts Avenue Washington, D.C. 1 333 79.0% 14,895 84,931 49,268 3/31/1997 1996 440 First Street, NW Washington, D.C. 1 142 97.9% 8,548 67,820 66,288 10/2/2017 2013 625 Indiana Avenue Washington, D.C. 1 161 95.0% 7,555 59,248 51,381 8/17/2010 1989 840 First Street, NE Washington, D.C. 1 253 96.8% 13,240 116,948 114,193 10/2/2017 2003 10350 NW 112th Avenue Miami, FL 1 79 100.0% 3,111 7,615 7,596 12/31/2018 2002 7850 Southwest 6th Court Plantation, FL 1 136 100.0% 4,869 35,775 29,548 5/12/2011 1999 8900 Grand Oak Circle Tampa, FL 1 68 100.0% 2,043 13,170 10,620 10/15/2010 2008 180 Ted Turner Drive SW Atlanta, GA 1 91 100.0% 3,664 25,920 22,562 7/25/2012 2007 Corporate Square Atlanta, GA 5 378 100.0% 8,530 61,640 47,753 7/16/2004 1967 Executive Park Atlanta, GA 1 126 100.0% 1,612 17,343 11,398 7/16/2004 2014 One Georgia Center Atlanta, GA 1 376 96.5% 7,995 44,790 39,085 9/30/2011 2008 One Primerica Parkway Duluth, GA 1 344 100.0% 5,398 30,114 29,954 12/31/2018 2013 4712 Southpark Boulevard Ellenwood, GA 1 352 100.0% 3,131 21,114 17,834 7/25/2012 2005 91-209 Kuhela Street Kapolei, HI 1 109 —% — 2,008 2,008 12/31/2018 — 8305 NW 62nd Avenue Johnston, IA 1 199 100.0% 3,283 10,730 10,675 12/31/2018 2011 1185, 1249 & 1387 S. Vinnell Way Boise, ID 3 181 100.0% 4,678 33,329 28,256 9/11/2012 2002 2020 S. Arlington Heights Arlington Heights, IL 1 58 100.0% 2,050 15,482 12,289 12/29/2009 2002 400 South Jefferson Street Chicago, IL 1 248 100.0% 10,253 39,806 39,666 12/31/2018 2012 475 Bond Street Lincolnshire, IL 1 223 100.0% 1,667 5,489 5,485 12/31/2018 2000 1415 West Diehl Road Naperville, IL 1 820 77.9% 14,234 33,492 33,341 12/31/2018 2001 440 North Fairway Drive Vernon Hills, IL 1 100 100.0% 1,842 4,945 4,942 12/31/2018 2009 7601 and 7635 Interactive Way Indianapolis, IN 2 275 100.0% 4,603 17,999 17,905 12/31/2018 2008 Intech Park Indianapolis, IN 3 434 79.3% 8,098 78,113 64,140 10/14/2011 2008 400 State Street Kansas City, KS 1 171 91.2% 2,981 15,967 12,449 6/16/2010 1971 Capitol Tower Topeka, KS 1 144 100.0% 2,704 4,351 4,328 12/31/2018 2006 CONSOLIDATED PROPERTY DETAIL (CONTINUED) DETAIL PROPERTY CONSOLIDATED The Atrium at Circleport II Erlanger, KY 1 86 100.0% 1,259 3,758 3,738 12/31/2018 1999 7125 Industrial Road Florence, KY 1 168 100.0% 2,584 13,571 11,729 12/31/2012 2002 251 Causeway Street Boston, MA 1 141 95.7% 4,503 25,068 20,848 8/17/2010 1988 300 and 330 Billerica Road Chelmsford, MA 2 209 —% — 4,785 4,785 12/31/2018 2006 75 Pleasant Street Malden, MA 1 126 100.0% 4,972 32,422 25,520 5/24/2010 2008 111 Powdermill Road Maynard, MA 1 287 —% — 4,432 4,432 12/31/2018 1990 25 Newport Avenue Quincy, MA 1 93 100.0% 2,114 13,690 11,560 2/16/2011 2009 See notes on page 41. Office Properties Income Trust 38 Supplemental Operating and Financial Data, March 31, 2019


 
EXHIBIT E CONSOLIDATED PROPERTY DETAIL (CONTINUED) (1) As of March 31, 2019 (dollars and square feet in thousands) Annualized Year Built or No. of Rentable Rental Undepreciated Depreciated Date Most Recent Property City, State Buildings Sq. Ft. % Leased Income (2) Carrying Value (3) Carrying Value (3) Acquired (4) Renovation One Montvale Avenue Stoneham, MA 1 98 93.9% 2,571 14,948 12,155 6/16/2010 1987 314 Littleton Road Westford, MA 1 175 100.0% 3,801 14,291 14,231 12/31/2018 2013 Annapolis Commerce Center Annapolis, MD 2 101 100.0% 2,461 12,053 11,720 10/2/2017 1990 4201 Patterson Avenue Baltimore, MD 1 85 100.0% 1,270 12,975 7,904 10/15/1998 2014 7001 Columbia Gateway Drive Columbia, MD 1 120 100.0% 4,059 16,128 16,051 12/31/2018 2008 Hillside Center Columbia, MD 2 87 93.1% 1,818 8,016 7,851 10/2/2017 2014 TenThreeTwenty Columbia, MD 1 140 97.9% 3,849 20,421 19,716 10/2/2017 2013 3300 75th Avenue Landover, MD 1 266 100.0% 5,323 41,827 33,288 2/26/2010 2004 1401 Rockville Pike Rockville, MD 1 190 92.1% 4,590 48,987 29,206 2/2/1998 2015 2115 East Jefferson Street Rockville, MD 1 129 84.5% 3,059 14,886 13,291 8/27/2013 2003 Redland 520/530 Rockville, MD 3 352 92.9% 11,840 75,606 73,264 10/2/2017 2017 Redland 540 Rockville, MD 1 131 86.3% 3,597 31,759 30,675 10/2/2017 2017 Rutherford Business Park Windsor Mill, MD 1 80 100.0% 1,971 12,147 10,519 11/16/2012 2011 Meadows Business Park Woodlawn, MD 2 183 83.6% 3,269 27,538 22,633 2/15/2011 1997 3550 Green Court Ann Arbor, MI 1 82 100.0% 1,721 8,555 8,519 12/31/2018 1998 11411 E. Jefferson Avenue Detroit, MI 1 56 100.0% 2,673 19,070 15,022 4/23/2010 2009 Rosedale Corporate Plaza Roseville, MN 1 61 100.0% 1,126 8,233 4,688 12/1/1999 1987 1300 Summit Street Kansas City, MO 1 87 100.0% 2,384 15,731 13,678 9/27/2012 1998 2555 Grand Boulevard Kansas City, MO 1 596 100.0% 18,860 56,199 55,844 12/31/2018 2003 4241-4300 NE 34th Street Kansas City, MO 1 98 100.0% 1,872 11,637 7,361 3/31/1997 1996 1220 Echelon Parkway Jackson, MS 1 110 100.0% 3,977 26,156 21,891 7/25/2012 2009 2300 and 2400 Yorkmont Road Charlotte, NC 2 284 100.0% 6,616 20,571 20,437 12/31/2018 1995 18010 and 18020 Burt Street Omaha, NE 2 203 100.0% 4,201 19,631 19,544 12/31/2018 2012 10-12 Celina Avenue Nashua, NH 1 322 100.0% 2,462 18,621 15,136 8/31/2009 1997 500 Charles Ewing Boulevard Ewing, NJ 1 250 100.0% 6,018 31,054 30,872 12/31/2018 2012 299 Jefferson Road Parsippany, NJ 1 151 100.0% 4,053 7,516 7,496 12/31/2018 2011 CONSOLIDATED PROPERTY DETAIL (CONTINUED) DETAIL PROPERTY CONSOLIDATED One Jefferson Road Parsippany, NJ 1 100 100.0% 4,362 9,741 9,706 12/31/2018 2009 50 West State Street Trenton, NJ 1 267 84.3% 6,623 46,519 38,221 12/30/2010 1989 Airline Corporate Center Colonie, NY 1 64 100.0% 1,098 7,606 6,503 6/22/2012 2004 5000 Corporate Court Holtsville, NY 1 264 86.0% 6,317 26,975 23,003 8/31/2011 2000 8687 Carling Road Liverpool, NY 1 38 100.0% 854 571 571 12/31/2018 2007 1212 Pittsford - Victor Road Pittsford, NY 1 55 100.0% 1,057 692 692 12/31/2018 2003 500 Canal View Boulevard Rochester, NY 1 95 17.9% 322 2,453 2,449 12/31/2018 1997 2231 Schrock Road Columbus, OH 1 42 100.0% 765 940 938 12/31/2018 1999 See notes on page 41. Office Properties Income Trust 39 Supplemental Operating and Financial Data, March 31, 2019


 
EXHIBIT E CONSOLIDATED PROPERTY DETAIL (CONTINUED) (1) As of March 31, 2019 (dollars and square feet in thousands) Annualized Year Built or No. of Rentable Rental Undepreciated Depreciated Date Most Recent Property City, State Buildings Sq. Ft. % Leased Income (2) Carrying Value (3) Carrying Value (3) Acquired (4) Renovation 4600 25th Avenue Salem, OR 1 233 86.7% 4,724 30,008 24,892 12/20/2011 2007 501 Ridge Avenue Hanover, PA 1 502 —% — 8,604 8,561 12/31/2018 1965 8800 Tinicum Boulevard Philadelphia, PA 1 441 100.0% 6,959 28,483 28,324 12/31/2018 2000 Synergy Business Park Columbia, SC 3 181 94.5% 2,299 17,740 13,233 5/10/2006;9/17/2010 1985 9680 Old Bailes Road Fort Mill, SC 1 60 100.0% 790 3,808 3,787 12/31/2018 2007 One Memphis Place Memphis, TN 1 205 73.7% 2,960 11,972 9,336 9/17/2010 1985 16001 North Dallas Parkway Addison, TX 2 554 100.0% 15,138 74,372 73,905 12/31/2018 1996 2115-2116 East Randol Mill Road Arlington, TX 1 183 100.0% 1,062 7,615 7,577 12/31/2018 1989 Research Park Austin, TX 2 149 100.0% 3,266 18,474 18,304 12/31/2018 1999 1001 Noble Energy Way Houston, TX 1 497 100.0% 14,149 34,648 34,444 12/31/2018 2013 10451 Clay Road Houston, TX 1 97 100.0% 2,257 15,873 15,801 12/31/2018 2013 202 North Castlegory Road Houston, TX 1 84 100.0% 2,883 5,934 5,901 12/31/2018 2016 6380 Rogerdale Road Houston, TX 1 206 100.0% 5,854 18,889 18,847 12/31/2018 2006 4221 W. John Carpenter Freeway Irving, TX 1 54 100.0% 857 3,808 3,776 12/31/2018 1995 8675,8701-8711 Freeport Pkwy and 8901 Esters Boulevard Irving, TX 3 458 100.0% 6,270 42,081 41,861 12/31/2018 1990 1511 East Common Street New Braunfels, TX 1 63 100.0% 1,092 6,329 6,321 12/31/2018 2005 2900 West Plano Parkway Plano, TX 1 191 100.0% 1,475 15,774 15,713 12/31/2018 1998 3400 West Plano Parkway Plano, TX 1 235 100.0% 1,542 20,774 20,662 12/31/2018 1994 19100 Ridgewood Parkway San Antonio, TX 1 618 100.0% 14,141 148,205 147,208 12/31/2018 2008 3600 Wiseman Boulevard San Antonio, TX 1 100 100.0% 3,459 10,236 10,187 12/31/2018 2004 701 Clay Road Waco, TX 1 139 100.0% 3,463 14,320 9,218 12/23/1997 1997 1800 Novell Place Provo, UT 1 406 100.0% 8,710 51,377 51,049 12/31/2018 2000 4885-4931 North 300 West Provo, UT 2 125 100.0% 3,916 13,450 13,381 12/31/2018 2009 14660, 14672 & 14668 Lee Road Chantilly, VA 3 409 98.8% 13,676 84,615 80,338 12/22/2016 2006 1434 Crossways Chesapeake, VA 2 214 100.0% 4,099 24,961 23,895 10/2/2017 2002 Greenbrier Towers Chesapeake, VA 2 172 83.7% 3,174 15,356 14,723 10/2/2017 1987 CONSOLIDATED PROPERTY DETAIL (CONTINUED) DETAIL PROPERTY CONSOLIDATED Enterchange at Meadowville Chester, VA 1 228 40.4% 644 11,355 9,984 8/28/2013 2011 3920 Pender Drive Fairfax, VA 1 83 100.0% 2,447 16,133 14,520 3/21/2014 2011 Pender Business Park Fairfax, VA 4 171 83.6% 3,539 24,580 21,541 11/4/2013 2000 Three Flint Hill Fairfax, VA 1 184 75.0% 4,490 33,236 31,920 10/2/2017 2011 7987 Ashton Avenue Manassas, VA 1 69 100.0% 1,654 10,438 9,931 1/3/2017 1989 Two Commercial Place Norfolk, VA 1 289 100.0% 5,840 26,208 26,066 12/31/2018 2016 1759 & 1760 Business Center Drive Reston, VA 2 406 100.0% 12,441 90,456 80,655 5/28/2014 1996 1775 Wiehle Avenue Reston, VA 1 130 63.1% 3,271 31,019 30,018 10/2/2017 2001 See notes on page 41. Office Properties Income Trust 40 Supplemental Operating and Financial Data, March 31, 2019


 
EXHIBIT E CONSOLIDATED PROPERTY DETAIL (CONTINUED) (1) As of March 31, 2019 (dollars and square feet in thousands) Annualized Year Built or No. of Rentable Rental Undepreciated Depreciated Date Most Recent Property City, State Buildings Sq. Ft. % Leased Income (2) Carrying Value (3) Carrying Value (3) Acquired (4) Renovation 501 South 5th Street Richmond, VA 1 311 100.0% 12,807 54,296 54,010 12/31/2018 2009 9201 Forest Hill Avenue Richmond, VA 1 50 100.0% 1,232 1,731 1,728 12/31/2018 1985 9960 Mayland Drive Richmond, VA 1 174 98.9% 3,677 20,435 18,252 5/20/2014 1994 Parham Place Richmond, VA 3 89 100.0% 1,631 2,027 2,020 12/31/2018 2014 1751 Blue Hills Drive Roanoke, VA 1 399 100.0% 1,949 10,533 10,478 12/31/2018 2003 Aquia Commerce Center Stafford, VA 2 65 100.0% 1,847 10,323 8,713 6/22/2011 1999 Atlantic Corporate Park Sterling, VA 2 221 88.7% 5,478 35,253 34,133 10/2/2017 2008 Orbital Sciences Campus Sterling, VA 3 337 100.0% 11,346 31,845 31,702 12/31/2018 2001 Sterling Business Park Lots 8 and Sterling, VA 1 167 100.0% 5,535 53,552 51,890 10/2/2017 2016 9 65 Bowdoin Street S. Burlington, VT 1 27 100.0% 1,144 9,256 7,329 4/9/2010 2009 840 North Broadway Everett, WA 2 112 100.0% 2,723 20,855 17,603 6/28/2012 1990 Stevens Center Richland, WA 2 140 100.0% 2,973 25,366 15,318 3/31/1997 1995 351, 401, 501 Elliott Ave West Seattle, WA 3 300 100.0% 14,450 77,962 77,594 12/31/2018 2000 11050 West Liberty Drive Milwaukee, WI 1 29 100.0% 803 5,587 4,677 6/9/2011 2006 882 TJ Jackson Drive Falling Waters, WV 1 40 —% — 5,062 2,821 3/31/1997 1993 5353 Yellowstone Road Cheyenne, WY 1 106 100.0% 2,170 10,912 6,195 3/31/1997 1995 Total 210 29,595 663,173 3,920,377 3,533,689 Held for Sale: (4) 91-008 Hanua Street Kapolei, HI 1 417 —% — 6,846 6,846 12/31/2018 — 138 Delaware Avenue Buffalo, NY 1 122 78.7% 2,090 28,306 16,219 3/31/1997 2014 2 539 2,090 35,152 23,065 CONSOLIDATED PROPERTY DETAIL (CONTINUED) DETAIL PROPERTY CONSOLIDATED Grand Total 212 30,134 89.6% $ 665,263 $ 3,955,529 $ 3,556,754 (1) Excludes three buildings owned by two unconsolidated joint ventures in which we own 50% and 51% interests. See page 19 for more information regarding these joint ventures. (2) Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of March 31, 2019, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. (3) Carrying values exclude intangible and other assets. (4) Date acquired is the date we acquired the property or the date our former parent entity acquired the property for those properties that our former parent entity contributed to us in June 2009 in connection with our initial public offering. Office Properties Income Trust 41 Supplemental Operating and Financial Data, March 31, 2019


 
WARNING CONCERNING FORWARD-LOOKING STATEMENTS This supplemental operating and financial package may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. WARNING CONCERNING FORWARD-LOOKING STATEMENTS CONCERNING FORWARD-LOOKING WARNING Office Properties Income Trust 42 Supplemental Operating and Financial Data, March 31, 2019