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Government Properties Income Trust (NYSE:GOV)

Q4 2013 Earnings Conference Call

February 18, 2014 01:00 PM ET

Executives

Jason Fredette - Director, Investor Relations

David Blackman - President and Chief Operating Officer

Mark Kleifges - Treasurer and Chief Financial Officer

Analysts

Young Ku - Wells Fargo

Mitch Germain - JMP Securities

David Shamis - Jefferies & Company

Operator

Good day and welcome to the Government Properties Income Trust Fourth Quarter and Financial Results Conference Call. This call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to your host, Director of Investor Relations, Mr. Jason Fredette. Please go ahead.

Jason Fredette

Thank you, Greg, and good afternoon, everyone. Joining me on today's call are David Blackman, President and Chief Operating Officer, and Mark Kleifges, Treasurer and Chief Financial Officer.

The agenda for today's call includes a presentation by management followed by a question-and-answer session. I would like to note that the transcription, recording and retransmission of today's conference call is strictly prohibited without the prior written consent of the company.

Before we begin, I would like to read our Safe Harbor statement. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on GOV's present beliefs and expectations as of today February 18, 2014.

The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call other than through filings with the Securities and Exchange Commission or SEC regarding this reporting period.

Additional information concerning the factors that could cause those differences is contained in our filings with the SEC, which can be accessed from the SEC's website, or the Investors section of our website at govreit.com. Investors are cautioned not to place undue reliance upon any forward-looking statements.

We encourage you to access the supplemental, operating and financial data package that we have posted in the Investor section of our website; our fourth quarter supplemental includes a couple of additional enhancements compared with our prior reports. First, we have reclassified what we report as properties.

Previously, our property count reflected the number of buildings in GOV's portfolio. While we continue to disclose our total number of buildings in the supplemental, we are now consolidating buildings that are in the same office park as a single property.

We also are now including a full property list in the supplemental to provide investors with additional insight into our portfolio. In addition, we are including cash net operating income or cash NOI in our financial tables. Please note that metrics such as cash NOI, normalized funds from operations, or normalized FFO, and cash or funds after distribution otherwise known as CAD or FAD are non-GAAP metrics. Reconciliations of these figures to GAAP are contained in the supplemental.

Now, I would like to turn the call over to David Blackman.

David Blackman

Thank you, Jason. Welcome to the fourth quarter and year-end earnings call for Government Properties Income Trust. To begin, I would like to review our business strategy, which is to invest in buildings majority leased to government tenants. Our tenants are primarily the U.S. government, 11 state governments and the United Nations.

In aggregate, these tenants pay approximately 93% of our annual rental income. The non government tenants in our building tend to be amenities, like food service providers or tenants that find a strategic advantage in locating near government tenants like law firms and lobbyists.

Our 68 properties comprise 10.3 million rentable square feet and are highly occupied at 94.8% for a weighted average remaining lease term of 5.4 years.

Our properties are also geographically diverse across 31 states in the District of Columbia. Five states in the District of Columbia each account for 5% or more of our annual rental income and include Maryland at 13.2%, California at 11.5%, Washington DC at 10.3%, Georgia at 9.8%, New York at 8.8% and Massachusetts had 5.8%. Approximately half of the institutional quality U.S. government leases in the nation are located in DC Metro market so we also consider our exposure to the DC Metro market which is approximately 23% of our annual rental income.

Our DC Metro market buildings are also highly occupied at 97%. As was the case in 2012, 2013 presented challenges for companies that deal with public sector. For example, the polarization of the federal government continued and resulted in the lowest number of approved legislative bills by any congress in more than 20 years.

Sequestration resulted in mandatory spending cuts. [Freeze to footprint] [Ph] forced every agency to reconsider its real estate requirements and of course the federal government actually shut down for 16 days in October. As a result, decision-making at the federal government was lethargic. Our agency occupants delayed or cancelled expansion plans and utilization rates dominated discussions between Congress, GSA and federal agencies.

In contrast to federal leasing, debt and equity capital was abundant in 2013, resulting in cap rate compression and aggressive asset pricing that was generally unappealing to us. Despite these challenges, Government Properties Income Trust performed well.

We expanded occupancy by 120 basis points year-over-year. We executed new and renewal leases on 1 million square feet for an 8.7-year weighted average remaining lease term and generated a 6.8% aggregate roll up in rent. More than 80% of our 2013 leasing activity was with government tenants on 19 leases for a 10.7% [rollup in] [ph] rent, which included leasing capital of $2.17 per square foot [per lease year] [ph].

Our leasing accomplishments for the year included leasing in full for our property at 12 Executive Park in Atlanta that the CDC vacated 2012, expanding our relationship with the state of California at 915 L Street in Sacramento and the state of Oregon at the Capitol City Business Center in Salem and creating leasing momentum at 330 Second Avenue South in Minneapolis by executing a redevelopment plan at that property.

We also instituted an effective capital recycling program during 2013 identifying five properties for disposition. As of today, we completed the sale of two properties for $18.5 million in gross proceeds. We've executed agreement to sell two properties for approximately $21 million and we continue to market one property.

Finally, during 2013, we acquired five properties consisting of eight building that contains 671,000 square feet for approximately $100 million or $148 per square foot in an average acquisition cap rate of 8.8%. These acquisitions were 100% occupied for a weighted average remaining lease term of 8.3 years and contained a mix of U.S. government tenants and state government tenants.

Now, I would like to review our fourth quarter activities. Our leasing momentum remained solid. For the quarter, GOV entered new and renewal leases with government tenants were approximately 126,000 square feet, with a weighted average lease term of 3.4 years at a 2.5% rollup in rent and leasing capital commitments of approximately $595,000 or $1.37 per square foot [per lease year] [ph].

We also entered new and renewal leases with non-government tenants for approximately 133,000 square feet, with a weighted average lease term of 11.1 years, a 23.3% roll down in rent and leasing capital commitments of $8.8 million or $5.91 per square foot [per lease year] [ph].

The vast majority of our non-government leasing was for the full building at 12 Executive Park in Atlanta. Emory University has entered the lease for 11.5 years to consolidate several departments into our property. The use will be approximately 60% clinical.

While Emory's tenant improvement package is substantial, the net effective rent is accretive to the value of the building and our total capital costs are covered within one-third of the lease term. Combined the weighted average lease term of our fourth quarter leasing activity was 7.4 years for an 8% roll down in rent and leasing capital commitment of $4.89 per square foot [per lease year] [ph].

We also remain pleased with the leasing activity for our vacant space across the portfolio. In total, we have about 300,000 square feet of prospective leasing activity, which includes more than 40,000 square feet of space, with executed letters of intent or where active lease negotiations are ongoing.

Turning to our acquisition activity for the fourth quarter. Since October 1, we have acquired six buildings across three properties that contain 314,000 square feet for $68.7 million excluding acquisition cost. These properties are 100% leased for a weighted average remaining lease term of 10.1 years, have an average price per square foot of $219 and an average acquisition cap rate of 8.4%.

In October, we acquired an office building in Rancho Cordova, California, containing 94,000 square feet for $21.2 million, excluding acquisition costs. The purchase price per square foot for this acquisition was $226. The acquisition cap rate was 9% and the remaining lease term was 13.7 years.

The property is 100% leased to the state of California and is occupied by the Department of Consumer Affairs. In November, we acquired a four building office property in Fairfax, Virginia, containing a 171,000 square feet for $31.5 million, excluding acquisition costs.

The purchase price per square foot was $184. The acquisition cap rate was 8.6% and the weighted average remaining lease term was 4.9 years. The property is 100% leased and the majority tenant is the state of Virginia on behalf of the Northern Virginia community college for administrative offices.

Finally, in December, we acquired an office building in Montgomery, Alabama containing 49,000 square feet for $16 million excluding acquisition costs. The purchase price per square foot for this acquisition was $325. The acquisition cap rate was 7.2% and the remaining lease term was 15.5 years. The property is 100% leased to the U.S. government and is occupied by the Social Security Administration as an adjudication office.

Since October 1, GOV has also entered agreements to acquire two properties containing approximately 490,000 square feet, for $133 million, including the assumption of $97.6 million of mortgage debt and excluding acquisition cost. These potential acquisitions are 100% leased to the U.S. government and remain subject to the debt [function] [ph] and other closing conditions so there can be no assurance these properties will be acquired.

On our third quarter earnings call, we discussed proposed changes to our business management agreement with REIT Management & Research that have been completed and became effective January 1 of this year. We believe these changes further align management's financial interest with those of shareholders and the changes include, one, we are now paying the base management fee on the lower of our historical property costs or GOV's total market capitalization. Previously the base management fee was determined by historical property costs.

Two, we are now paying 10% of the base management fee to RMR in GOV common shares instead of 100% in cash. Three, we are now calculating RMR and standard management fee based upon the relative outperformance of GOV's total return as compared to the total return of the SNL REIT Equity Index, instead of the growth of GOV's FFO per share. The incentive management fee will be measured on a rolling three-year period and no fee will be paid if the total return per share of GOV is negative. If earned incentive fee will be paid entirely in GOV shares at best ratably over three years and the shares are subject to a fallback in the event of a financial restatement.

Four, we also eliminated from the business management agreement or Right of First Offer to acquire properties being sold by another RMR managed REIT that meet our investment criteria. While we are optimistic that the economy is beginning to shift [Inaudible] improvement and dialogue in Washington appears to be less polarized, we anticipate that 2014 will present its share of challenges.

For example, should capital remain plentiful and interest rate modest, asset pricing is likely to remain aggressive. Under this scenario, you should expect continued activity in our capital recycling program and a continued disciplined acquisition strategy consistent with our 2013 acquisition accomplishments.

We also expect the U.S. government will continue to focus on existing utilization rates across its occupied real estate. This could result in tenants in our buildings renewing leases for less space than they currently occupy. We have had however budgeted a decline in occupancy during 2014. Instead, we intend to remain vigilant with our tenants to maximize occupancy and aggressively backfill space when necessary.

Finally, during 2014, we expect to add more [fixed] [ph] interest rate debt to our balance sheet so to more fully utilize our conservative financial position by modestly increasing leverage and to continue to maintain our investment grade debt ratings.

I would now like to turn the call over to Mark Kleifges, our CFO to provide more detail on financial results.

Mark Kleifges

Thanks, David. First, let's review our consolidated property level operating results for the 2013 fourth quarter. For fourth quarter, GOV’s rental income increased $3.6 million, or 6.7% to $58.3 million, with substantially all of this increase coming from the seven property acquisitions that we completed since the start of the 2012 fourth quarter.

GOV's property net operating income increased $1.2 million or 3.5% to $35.7 million for the fourth quarter compared to 2012, with the increase in net operating income that resulted from our acquisition activity partially offset by lower same-store NOI. At year-end, our 68 properties were 94.8% leased and our consolidated fourth quarter GAAP and cash NOI margins were 61.3% and 60.9%, respectively.

Turning to our same-store operating results. At year-end, our 61 same-store properties were 94.3% leased, up 90 basis points from the prior year end and up 10 basis points from the end of the 2013 third quarter. For the year, our leasing activity with Emory University in Atlanta, the State of Oregon in Salem and State of California in Sacramento, more than offset the loss of CDC at two of our Atlanta buildings and the state of California in San Diego.

Our fourth quarter same-store rental income increased by nearly $400,000 or less than 1%. On a cash basis rental income increased nearly $600,000 or 1% in the fourth quarter. The increase in rental income between quarters was primarily due to the higher cash based rents and escalation income, which was partially offset by lower tenant reimbursement income and straight-line rents.

Same-store net operating income decreased approximately $1 million or 3% and our NOI margins declined 230 basis points to 60.8%. On a cash basis, NOI for the fourth quarter declined nearly $900,000 or 2.5%. The decline in same-store NOI was largely the result of the impact of the fourth quarter move outs by the CDC in Atlanta and the state of California in San Diego and increases in real estate taxes, property staffing costs and insurance expense.

For the year, rental income at our 53 same-store properties increased $2.8 million or 1.4% and net operating income increased by just over $800,000 or less than 1%.

Turning back to our consolidated results, adjusted EBITDA in the fourth quarter was $32.7 million, an increase of approximately 1%. Our EBITDA fixed charges ratio remained very strong at 7.4x for the quarter and our debt to annualized EBITDA was only 4.6x at year-end.

For the quarter, normalized FFO of $28.2 million was essentially unchanged compared to normalized FFO of $28.1 million for the 2012 fourth quarter. Fourth quarter 2013 normalized FFO per share of $0.52 was down from $0.53 for the 2012 fourth quarter due to a slightly higher number of outstanding shares in the most recent quarter. We paid $0.43 per share dividend during the fourth quarter of 2013 and our FFO payout ratio was approximately 83%.

During the quarter, we spent $5 million on tenant improvements and leasing costs, including approximately $2.6 million associated with our lease with Emory University. Although, we have only 361,000 square feet of leases expiring in 2014, we entered the year with unspent leasing related capital commitments of approximately $14 million. As a result, we expect our TI related spend to remain at this higher level during the first half of 2014.

During the fourth quarter of 2013, we also spent $5.4 million on improvements to our properties, including $1.1 million of cost incurred in connection with our efforts to reposition our 330 2nd Avenue South property in Minneapolis.

Turning to our balance sheet and liquidity, at year-end our balance sheet remained conservatively leveraged at 37.7% of total book capitalization and $393 million of our $550 million unsecured revolving credit facility was available to fund acquisitions and other working capital needs.

We currently have two properties under contract for an aggregate purchase price of $133.1 million, including the assumption of $97.6 million of mortgage debt. Pro forma for the acquisition of these two properties and the sale of three properties classified as discontinued operations, debt to total book capitalization would have been approximately 41% at year-end.

In closing, although we expect there to be additional challenges in the government leased sector in 2014, we believe GOV is well-positioned to both, manage through these challenges and to take advantage of opportunities to grow through accretive acquisitions.

Operator, we are ready to open it up for questions.

Question-and-Answer Session

Operator

Okay. (Operator Instructions) Your first question comes from the line of Jamie Feldman from Bank of America. Please go ahead.

Unidentified Analyst

Hey, guys. It's actually Steven with Jamie. I have two questions. I guess, you talked about two givebacks, the one in Atlanta with CDC and the other one with the state of California. Have you guys seen any momentum in terms of backfilling that space? Then my second question is, could you just give an update if you have any other new [non] [ph] move-outs in 2014 in your portfolio or if you have any leases that have yet to commence in 2014 that we should be thinking about? Thanks.

David Blackman

Steven, the first question as it relates to leasing momentum on givebacks, those occurred in the fourth quarter, so we haven't had back very long. We do have a tenant that currently reside in the same business park at our San Diego property that is showing some interest in that space. It's very early in the process, but there is some momentum there. We had some showings on the CDC space in Atlanta but nothing material at this point, or no LOIs that I am aware of on that property.

As it relates to leases for 2014 that are yet to commence, I am not aware of any. I guess, we did have some executed [inaudible] in the first quarter that obviously we didn't account for at this point.

Mark Kleifges

Emory will be effective in 2014.

David Blackman

I guess that's fourth quarter. As it relates to [non] [ph] move outs, we have, I think, when we look at our leases expiring between now and the end of 2017, we have approximately 188,000 square feet of space that we expect will not be renewed. That is substantial in all non-government tenants. It tends to be to some extent it’s people downsizing versus completely moving out, but it's a relatively small percentage. Again, that's kind of between now and the end of 2017.

Unidentified Analyst

Okay. Thanks. That helps.

Operator

(Operator Instructions) Next, we will go to the line of Young Ku from Wells Fargo. Please go ahead.

Young Ku - Wells Fargo

Thank you. David, 188,000 square feet of move-outs you said it’s between now and end of 2017. Exactly when do you think that's going to end?

David Blackman

For example, what we expect in 2014 is less than 30,000 square feet, so some of it will happen beyond 2014.

Young Ku - Wells Fargo

[Inaudible] concentrated in the year '15 or '16?

David Blackman

'15 is when - 188,000 so call it 150,000 probably will hit some time in 2015.

Young Ku - Wells Fargo

Okay. Got it.

David Blackman

Again, they tend to be more concentrated in non-government tenants.

Young Ku - Wells Fargo

Okay. Thanks for that. For Q4 '13, like Mark said, the CapEx costs were a little bit higher. By our calculations, you guys [inaudible] [to get it down be a] [ph] little bit and you said that it's going to be tend to be higher in the first half of '14, so how do you kind of think about dividend versus where your FAD levels will be for 2014?

Mark Kleifges

I think, really the second half of 2013, we had higher CapEx spend and pushed up against or went over on a payout ratio basis over a 100%. We are slightly under for the year. I would think looking forward into '14, I think with the $14 million or so of carryover CapEx, I would expect our dividend to be slightly higher than CAD or FAD, but for the year we would expect the dividend to be covered by CAD/FAD, so in the first half of '14 higher payout ratio.

David Blackman

We also have only about 315,000 square feet of leasing during 2014, so we expect our leasing capital going into 2015 to be relatively modest and we would also expect that our CAD coverage of the dividend to be much better in 2015 than what we had in 2013.

Young Ku - Wells Fargo

Okay. 2015 was pretty big year in terms of lease expirations, so what you are saying is that you don't expect to spend a lot of capital to kind of renew most of those?

David Blackman

No. That's not anything close to what I said. What I said was is that we expect to have less capital spend in 2014 that carries into '15. You don't always spend the capital in the same year than what you commit the capital for leasing. We will have meaningful capital in 2015, but a big chunk of that will get spent in 2016.

Young Ku - Wells Fargo

Okay. Thank you. Thanks for the clarification. One last question regarding the two buildings that you guys have agreements to purchase in [Western Virginia] [ph], can you provide a little bit more detail in terms of what kind of terms is [locked] [ph] in that deal and what kind of cap rates that you guys will be purchasing that at?

David Blackman

Yes. Young, we typically don't announce cap rates until after we have closed an acquisition. What I will tell you is that the cap rates are within the range of the kind of 8% to 9%, where we like to buy buildings, so I think they are consistent with other acquisitions that we have done over the last 24 months or so.

They are in top markets, they are 100% leased. The U.S. government, they tend to be very high security-oriented buildings, which is in part why the cost per square foot on those buildings are just a tad higher than what we have done in the last quarter.

Young Ku - Wells Fargo

How many years of term left?

David Blackman

They tend to be 2019-ish type lease expirations.

Young Ku - Wells Fargo

Okay. Great. Thank you.

David Blackman

Your next question comes from the line of Mitch Germain from JMP Securities. Please go ahead.

Mitch Germain - JMP Securities

Good afternoon, guys. Just curious, David, I know that you typically have a bit of an ebb and flow in the size of your acquisition pipeline. I think it kind of declines after year-end. Is that typical and how would you characterize the size of it today versus maybe where you are in the fourth quarter or maybe where you were a year ago?

David Blackman

Yes. Mitch, the deals we announced in the fourth quarter are transactions that we have been working on for quite some time. Longer than normal. I would say, these are deals that we have been working on for six months, so I think that's a fact that's probably we are getting out here. The pipeline today is okay. I mean, the challenge that we have right now is, that what we are seeing tends to be federal government leases with greater than 10-year remaining lease term and sellers that have cap rate expectations that tend to be below 7% and those don't tend to work well for us, so we are looking at a lot of deals, but we also just sniffing a lot of those because we just don't think the pricing makes sense for us. I think that would be one of our challenges this year in terms of continue to provide growth for the portfolio.

Mitch Germain - JMP Securities

And are you seeing a lot of levered buyers back in the market?

David Blackman

There's a lot of leverage available in the market and we tend to compete with a number of levered buyers in this sector.

Mitch Germain - JMP Securities

Great. Then last question for me. Dispositions, I know that some of these backfills will be with non-government tenants. Is the goal as we have seen with some other situations with you guys in the past, is the goal maybe to be disposing some of that non-government exposure in the future?

David Blackman

Well, what we have said in the past, Mitch, is that as we get buildings that are no longer majority leased to government tenants that they should be something to be considered for disposition. At this point, we haven't presented any additional potential disposition assets to the Board, but consistent with the strategy that we have articulated, we want to make sure that our properties continue to be majority leased to government tenants over time. Does that make sense?

Mitch Germain - JMP Securities

Yes. Perfect. Thanks, guys.

David Blackman

Yes.

Operator

Your next question comes from the line of David Shamis from Jefferies. Please go ahead.

David Shamis - Jefferies & Company

Good afternoon, guys. You mentioned in your prepared remarks that you expect to increase leverage and actually fixed rate debt during the year. Just wondering if you could talk a little bit about your leverage targets and also of the new debt that you are expecting during the year, how much of that is coming from the new assumed mortgages from the acquisitions versus new unsecured debt.

Mark Kleifges

Yes. Well, if you kind of look where we are today at the end of the year leverage was just under 38% and that was split, 15% was fixed rate, 85% floating. We’ve guided as we mentioned $133 million of acquisitions that will include the assumption of close to $98 million of fixed rate debt, so after we close on those two acquisitions and if you assume the sale of the three properties that are in assets held for sale, at that point leverage will be about 41% and it would be 73%, 27% or so split between floating and fixed.

I think, our intention would be, say, the next $125 million to $150 million of acquisitions that we have initially fund those on the revolver and then take the revolver out with permanent financing in the form of unsecured 10-year notes and if you kind of pro forma all that, at that point, we would be closer to 50-50 split on fixed versus floating debt and leverage would be about 45% of total book capitalization.

When David spoke of higher amount of fixed rate debt and slightly higher leverage that's kind of how we got there through that kind of thought process.

David Shamis - Jefferies & Company

Okay. That's helpful.

David Blackman

If you kind of look back, we typically kind of run the company around 30%, 35% leverage and 40% leverage we kind of headed back to the equity market. I think, today, we are pretty comfortable given the stability of our income of operating around 45%. I mean, that still gives us a leverage that’s [above a lot of our peers] [ph] and it gives us kind of a debt to EBITDA run rate of below 5x, which we think is pretty safe.

David Shamis - Jefferies & Company

Okay. Then would you think you could issue 10-year debt today and also what's the rate on the mortgages that you are going to be assuming?

Mark Kleifges

I think, we could issue 10-year today in the 5% area. The mortgage debt, we are assuming - the $14.6 million mortgage that call it 5.88% and the $83 million mortgage is at 5.55% and those will be the cash interest amounts. Obviously, with GAAP accounting we will have to mark those to market, so I would assume for GAAP purposes interest rate will be lower than the cash interest.

David Shamis - Jefferies & Company

Okay. Thanks a lot, guys.

David Blackman

Yes.

Operator

At this time, there are no further questions. I will turn the call back over to David Blackman. Please go ahead.

David Blackman

Thank you for joining the fourth quarter conference call. We are attending the Wells Fargo Real Estate Conference in New York next week and hope to see some of you there.

Operator, that concludes our call.

Operator

Thank you. Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using the AT&T Executive TeleConference. You may now disconnect.

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