opi-20211028
0001456772false00014567722021-10-282021-10-280001456772opi:CommonSharesOfBeneficialInterestMember2021-10-282021-10-280001456772opi:SixPointThreeSevenFivePercentSeniorNotesDue2050Member2021-10-282021-10-28

 
  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): October 28, 2021
 
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
(State or Other Jurisdiction of Incorporation)
001-3436426-4273474
(Commission File Number)(IRS Employer Identification No.)
Two Newton Place,255 Washington Street,Suite 300,Newton,Massachusetts02458-1634
(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:
 
☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name Of Each Exchange On Which Registered
Common Shares of Beneficial InterestOPIThe Nasdaq Stock Market LLC
6.375% Senior Notes due 2050OPINLThe Nasdaq Stock Market LLC
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. ☐


Item 2.02.  Results of Operations and Financial Condition.
 
On October 28, 2021, Office Properties Income Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter and nine months ended September 30, 2021, and also provided certain supplemental operating and financial data for the quarter and nine months ended September 30, 2021.  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 October 28, 2021
99.2       Third Quarter 2021 Supplemental Operating and Financial Data
104        Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)


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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/ Matthew C. Brown
 Name:Matthew C. Brown
 Title:Chief Financial Officer and Treasurer
 
Dated:  October 28, 2021

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Exhibit 99.1
opiletterheadjpga13a.jpg

FOR IMMEDIATE RELEASE
 
 
 
Office Properties Income Trust Announces Third Quarter 2021 Results
Third Quarter Net Income of $3.7 Million, or $0.08 Per Share
Third Quarter Normalized FFO of $59.6 Million, or $1.24 Per Share
Third Quarter CAD of $30.9 Million, or $0.64 Per Share
Third Quarter Same Property Cash Basis NOI Increased 1.0%
Leased 659,000 Square Feet for a Weighted Average Term of 10.9 Years
Newton, MA (October 28, 2021): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended September 30, 2021.

Christopher Bilotto, President and Chief Operating Officer of OPI, made the following statement:

“OPI’s third quarter results were highlighted by sequential growth in Normalized FFO and same property cash basis NOI that exceeded our expectations. Leasing volume accelerated with 659,000 square feet of new and renewal leasing with a weighted average lease term of 10.9 years. We finished the quarter with consolidated occupancy of 89.0% and same property occupancy of 91.2%. Our leasing pipeline remains robust and we are in active discussions with existing and new tenants on more than 3.6 million square feet.

During the quarter, we raised $750 million of senior notes and utilized the net proceeds to repay both higher interest rate notes and all amounts outstanding under our revolving credit facility. These actions result in a strengthened balance sheet, a longer weighted average term to maturity on our outstanding debt and total liquidity of more than $800 million at quarter end."








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.


Quarterly Results:
Three Months Ended September 30,
20212020
Financial(dollars in thousands, except per share data)
Net income (loss)$3,712($3,797)
Net income (loss) per share$0.08($0.08)
Normalized FFO per share$1.24$1.30
CAD per share$0.64$0.93
Same Property Cash Basis NOI$82,462$81,611

•Net income for the quarter ended September 30, 2021 was $3.7 million, or $0.08 per diluted share, compared to net loss of $3.8 million, or $0.08 per diluted share, for the quarter ended September 30, 2020. Net income for the quarter ended September 30, 2021 includes a $2.3 million, or $0.05 per diluted share, loss on early extinguishment of debt and the reversal of $6.6 million, or $0.14 per diluted share, of previously accrued estimated business management incentive fee expense. Net loss for the quarter ended September 30, 2020 includes a $3.0 million, or $0.06 per diluted share, loss on impairment of real estate.

The estimated business management incentive fee for the nine months ended September 30, 2021 is $4.5 million, which equates to a $6.0 million fee on an annual basis and is the result of OPI's common share total return exceeding the applicable benchmark index returns, as defined in OPI's business management agreement, by 3.8% over the applicable measurement period. The $6.6 million reversal for the quarter ended September 30, 2021 represents the amount by which the estimated business management incentive fees as of June 30, 2021 exceeded the amount estimated as of September 30, 2021. The actual amount of annual incentive fees for 2021, if any, will be based on OPI's common share total return for the three-year period ending December 31, 2021, and will be payable in January 2022.

•Normalized funds from operations, or Normalized FFO, and cash available for distribution, or CAD, for the quarter ended September 30, 2021 were $59.6 million, or $1.24 per diluted share, and $30.9 million, or $0.64 per diluted share, respectively, compared to Normalized FFO and CAD for the quarter ended September 30, 2020 of $62.6 million, or $1.30 per diluted share, and $44.6 million, or $0.93 per diluted share, respectively.

•Same Property cash basis net operating income, or Cash Basis NOI, increased 1.0% for the quarter ended September 30, 2021 compared to the quarter ended September 30, 2020. The increase in Same Property Cash Basis NOI is primarily due to a decrease in operating expenses of $1.1 million driven by a decrease in real estate taxes and lower repairs and maintenance costs at certain of OPI's properties in 2021, partially offset by a decrease in cash revenues of $0.2 million resulting from reductions in occupied space at certain of OPI's properties in 2021.

2


•Leasing activity for the quarter ended September 30, 2021 was as follows:


Three Months Ended September 30, 2021
Leasing activity for new and renewal leases (rentable square feet)659,000
Weighted average rental rate change (by rentable square feet)(0.1%)
Weighted average lease term (by rentable square feet)
10.9 years
Leasing concessions and capital commitments (per square foot per lease year)$6.40

As of
Percent LeasedSeptember 30, 2021June 30, 2021September 30, 2020
All properties89.0%89.5%91.2%
Same properties91.2%91.6%93.4%

Reconciliations of net income (loss) determined in accordance with U.S. generally accepted accounting principles, or GAAP, to funds from operations, or FFO, Normalized FFO, CAD, net operating income, or NOI, and Cash Basis NOI, and a reconciliation of NOI to Same Property NOI and to Same Property Cash Basis NOI, for the quarters ended September 30, 2021 and 2020 appear later in this press release.

Acquisition Activities:
    
•In August 2021, OPI acquired a property located in Boston, MA containing approximately 49,000 rentable square feet for a purchase price of $27.0 million, excluding acquisition related costs. This property is 59.5% leased with a weighted average lease term of 1.9 years.

Disposition Activities:
    
•As previously reported, in July 2021, OPI sold a property located in Fresno, CA containing approximately 532,000 rentable square feet for a sales price of $6.0 million, excluding closing costs.

•Also as previously reported, in July 2021, OPI sold a property located in Liverpool, NY containing approximately 38,000 rentable square feet for a sales price of $0.7 million, excluding closing costs.

•In August 2021, OPI sold a property located in Memphis, TN containing approximately 205,000 rentable square feet for a sales price of $15.3 million, excluding closing costs.

•In September 2021, OPI sold a property located in Stoneham, MA containing approximately 98,000 rentable square feet for a sales price of $6.7 million, excluding closing costs.

•In October 2021, OPI entered into an agreement to sell five properties located in Brookhaven, GA containing approximately 378,000 rentable square feet for a sales price of $56.0 million, excluding closing costs. This sale is expected to occur before the end of the fourth quarter.

•Also in October 2021, OPI sold two vacant land parcels adjacent to properties it owns located in Sterling, VA for a sales price of $28.5 million, excluding closing costs.

Liquidity and Financing Activities:
    
•As of September 30, 2021, OPI had $54.9 million of cash and cash equivalents and $750.0 million available to borrow under its unsecured revolving credit facility.
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•In August 2021, OPI issued $350.0 million of 2.400% senior unsecured notes due 2027 in an underwritten public offering, raising net proceeds of $346.6 million, after deducting underwriters' discounts and offering expenses.

•In September 2021, OPI redeemed, at a premium plus accrued interest, all $300.0 million of its 4.15% senior unsecured notes due 2022 using a portion of the net proceeds from the issuance of its 2.400% senior unsecured notes due 2027.

•Also in September 2021, OPI issued $400.0 million of 3.450% senior unsecured notes due 2031 in an underwritten public offering, raising net proceeds of $395.7 million, after deducting underwriters' discounts and offering expenses. OPI used a portion of the net proceeds of this offering to repay amounts outstanding under its revolving credit facility.

Conference Call:

On Friday, October 29, 2021 at 10:00 a.m. Eastern Time, President and Chief Operating Officer, Christopher Bilotto, and Chief Financial Officer and Treasurer, Matthew Brown, will host a conference call to discuss OPI’s third quarter 2021 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, November 5, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10160351.

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 third quarter conference call are strictly prohibited without the prior written consent of OPI.

Supplemental Data:

A copy of OPI’s Third Quarter 2021 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 the applicable rules of the Securities and Exchange Commission, or SEC, including FFO, Normalized FFO, CAD, NOI, Cash Basis NOI, Same Property NOI and 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 net income (loss) as indicators of OPI’s operating performance or as measures of OPI’s liquidity. These measures should be considered in conjunction with net income (loss) as presented in OPI's condensed consolidated statements of income (loss). OPI considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a real estate investment trust, or REIT, along with net income (loss). 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 NOI, 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 of 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, Normalized FFO, CAD, NOI, 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.

4


OPI is a REIT focused on owning, operating and leasing properties primarily leased to single tenants and those with high credit quality characteristics such as government entities. OPI is managed by the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, Massachusetts.
5


Office Properties Income Trust
Condensed Consolidated Statements of Income (Loss)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Rental income $147,572 $145,806 $429,195 $441,294 
Expenses:
Real estate taxes20,067 16,113 52,133 48,701 
Utility expenses7,389 7,564 19,131 19,777 
Other operating expenses26,537 26,366 76,874 78,033 
Depreciation and amortization59,533 62,227 178,991 189,340 
Loss on impairment of real estate (1)
(3)2,954 55,854 2,954 
General and administrative (2)
448 7,059 24,690 21,372 
Total expenses113,971 122,283 407,673 360,177 
Gain on sale of real estate (3)
36 — 54,154 10,822 
Interest and other income— 2 7 738 
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,442, $2,477, $7,366 and $7,162, respectively)
(26,929)(27,097)(84,728)(79,461)
Loss on early extinguishment of debt (4)
(2,274)— (14,068)(3,839)
Income (loss) before income tax (expense) benefit and equity in net losses of investees 4,434 (3,572)(23,113)9,377 
Income tax (expense) benefit(34)54 (348)(220)
Equity in net losses of investees(688)(279)(1,664)(815)
Net income (loss)$3,712 $(3,797)$(25,125)$8,342 
Weighted average common shares outstanding (basic)48,211 48,132 48,179 48,111 
Weighted average common shares outstanding (diluted)48,244 48,132 48,179 48,111 
Per common share amounts (basic and diluted):
Net income (loss)$0.08 $(0.08)$(0.52)$0.17 

See Notes on pages 7 and 8.
6


Office Properties Income Trust
Funds from Operations, Normalized Funds from Operations and Cash Available for Distribution
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Calculation of FFO, Normalized FFO and CAD (5)(6):
Net income (loss)$3,712 $(3,797)$(25,125)$8,342 
Add (less): Depreciation and amortization:
Consolidated properties59,533 62,227 178,991 189,340 
Unconsolidated joint venture properties745 1,244 2,674 3,722 
Loss on impairment of real estate (1)
(3)2,954 55,854 2,954 
Gain on sale of real estate (3)
(36)— (54,154)(10,822)
FFO63,951 62,628 158,240 193,536 
Loss on early extinguishment of debt (4)
2,274 — 14,068 3,839 
Estimated business management incentive fees (2)
(6,627)— 4,484 — 
Normalized FFO59,598 62,628 176,792 197,375 
Add (less): Non-cash expenses (7)
433 533 1,236 1,420 
Distributions from unconsolidated joint ventures153 255 459 408 
Depreciation and amortization - unconsolidated joint ventures(745)(1,244)(2,674)(3,722)
Equity in net losses of investees688 279 1,664 815 
Loss on early extinguishment of debt settled in cash(1,874)— (4,374)(1,138)
Non-cash straight line rent adjustments included in rental income(3,924)(3,912)(13,128)(12,963)
Lease value amortization included in rental income 447 1,312 1,836 4,149 
Net amortization of debt premiums, discounts and issuance costs
2,442 2,477 7,366 7,162 
Recurring capital expenditures(26,341)(17,771)(56,817)(56,040)
CAD (6)
$30,877 $44,557 $112,360 $137,466 
Weighted average common shares outstanding (basic)48,21148,13248,17948,111
Weighted average common shares outstanding (diluted)48,24448,13248,17948,111
Per common share amounts (basic and diluted):
Net income (loss)$0.08 $(0.08)$(0.52)$0.17 
FFO$1.33 $1.30 $3.28 $4.02 
Normalized FFO$1.24 $1.30 $3.67 $4.10 
CAD$0.64 $0.93 $2.33 $2.86 
Distributions declared per share$0.55 $0.55 $1.65 $1.65 

(1)Loss on impairment of real estate for the nine months ended September 30, 2021 represents an adjustment of $55,854 to reduce the carrying value of six properties to their estimated fair values less costs to sell, which includes $45,196 related to three properties containing approximately 2,001 rentable square feet that were sold during the nine months ended September 30, 2021, as well as $10,658 related to three properties containing approximately 448 rentable square feet that were classified as held for sale as of September 30, 2021. Loss on impairment of real estate for the three and nine months ended September 30, 2020 represents an adjustment of $2,954 to reduce the carrying value of four properties to their estimated fair values less costs to sell.

7


(2)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 expense in OPI’s condensed consolidated statements of income (loss). In calculating net income (loss) 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 (loss), 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. Net income (loss) includes the reversal of $6,627 of previously accrued estimated business management incentive fee expense for the three months ended September 30, 2021 and $4,484 of estimated business management incentive fee expense for the nine months ended September 30, 2021. No estimated business management incentive fee expense was included in net income (loss) for the three and nine months ended September 30, 2020.

(3)Gain on sale of real estate for the three months ended September 30, 2021 represents a $36 net gain on the sale of three properties. Gain on sale of real estate for the nine months ended September 30, 2021 also includes a $54,118 net gain on the sale of two properties recorded during the six months ended June 30, 2021. Gain on sale of real estate for the nine months ended September 30, 2020 represents a $10,822 net gain on the sale of six properties.

(4)Loss on early extinguishment of debt for the three months ended September 30, 2021 includes a prepayment fee and the write off of the unamortized portion of certain discounts related to OPI's redemption of all $300.0 million of its 4.15% senior unsecured notes due 2022. Loss on early extinguishment of debt for the nine months ended September 30, 2021 also includes prepayment fees related to the repayment of one mortgage note, as well as write offs of the unamortized portion of certain discounts and issuance costs resulting from the early repayment of debt during the six months ended June 30, 2021. Loss on early extinguishment of debt for the nine months ended September 30, 2020 includes prepayment fees related to the repayment of two mortgage notes, write offs of the unamortized portion of certain discounts and issuance costs resulting from the early repayment of debt and a loss related to the settlement of a mortgage note receivable in connection with a property OPI sold in 2016.

(5)OPI calculates FFO and Normalized FFO as shown above. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), 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, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to OPI. In calculating Normalized FFO, OPI adjusts for the other 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 and Normalized FFO 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 and Normalized FFO differently than OPI does.

(6)OPI calculates CAD as shown above. OPI defines CAD as Normalized FFO minus recurring real estate related capital expenditures and adjusted for other non-cash and non-recurring items plus certain amounts excluded from Normalized FFO but settled in cash. CAD is among the factors considered by OPI's Board of Trustees when determining the amount of distributions to its shareholders. Other real estate companies and REITs may calculate CAD differently than OPI does.

(7)Non-cash expenses include equity based compensation, adjustments recorded to capitalize interest expense and amortization of the liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its former 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 fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively.
8


Office Properties Income Trust
Calculation and Reconciliation of NOI, Cash Basis NOI, Same Property NOI and
Same Property Cash Basis NOI (1)
(amounts in thousands)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Calculation of NOI and Cash Basis NOI:
Rental income $147,572 $145,806 $429,195 $441,294 
Property operating expenses(53,993)(50,043)(148,138)(146,511)
NOI93,579 95,763 281,057 294,783 
Non-cash straight line rent adjustments included in rental income(3,924)(3,912)(13,128)(12,963)
Lease value amortization included in rental income447 1,312 1,836 4,149 
Lease termination fees included in rental income(55)(2)(55)(8)
Non-cash amortization included in property operating expenses (2)
(121)(121)(363)(363)
Cash Basis NOI$89,926 $93,040 $269,347 $285,598 
Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI:
Net income (loss)$3,712 $(3,797)$(25,125)$8,342 
Equity in net losses of investees688 279 1,664 815 
Income tax expense (benefit)34 (54)348 220 
Income (loss) before income tax expense (benefit) and equity in net losses of investees 4,434 (3,572)(23,113)9,377 
Loss on early extinguishment of debt2,274 — 14,068 3,839 
Interest expense26,929 27,097 84,728 79,461 
Interest and other income— (2)(7)(738)
Gain on sale of real estate(36)— (54,154)(10,822)
General and administrative448 7,059 24,690 21,372 
Loss on impairment of real estate(3)2,954 55,854 2,954 
Depreciation and amortization59,533 62,227 178,991 189,340 
NOI93,579 95,763 281,057 294,783 
Non-cash amortization included in property operating expenses (2)
(121)(121)(363)(363)
Lease termination fees included in rental income(55)(2)(55)(8)
Lease value amortization included in rental income447 1,312 1,836 4,149 
Non-cash straight line rent adjustments included in rental income(3,924)(3,912)(13,128)(12,963)
Cash Basis NOI$89,926 $93,040 $269,347 $285,598 
Reconciliation of NOI to Same Property NOI (3) (4):
Rental income$147,572 $145,806 $429,195 $441,294 
Property operating expenses(53,993)(50,043)(148,138)(146,511)
NOI93,579 95,763 281,057 294,783 
Less: NOI of properties not included in same property results(8,331)(10,289)(22,057)(33,055)
Same Property NOI$85,248 $85,474 $259,000 $261,728 
Calculation of Same Property Cash Basis NOI (3) (4):
Same Property NOI$85,248 $85,474 $259,000 $261,728 
Add: Lease value amortization included in rental income603 691 2,005 2,139 
Less: Non-cash straight line rent adjustments included in rental income(3,229)(4,462)(13,185)(12,058)
         Lease termination fees included in rental income(55)— (55)— 
         Non-cash amortization included in property operating expenses (2)
(105)(92)(292)(275)
Same Property Cash Basis NOI$82,462 $81,611 $247,473 $251,534 
See Notes on page 10.
9


(1)    The calculations of NOI and Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to OPI’s property level results of operations. OPI calculates NOI and Cash Basis NOI as shown above. OPI defines NOI as income from its rental of real estate less its property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that OPI records as depreciation and amortization expense. OPI defines Cash Basis NOI as 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 NOI and Cash Basis NOI amounts, except that it only includes same properties in calculating Same Property NOI and Same Property Cash Basis NOI. OPI uses NOI, 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 NOI, Cash Basis NOI, Same Property NOI and Same Property Cash Basis NOI differently than OPI does.
(2)    OPI recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price OPI paid for its former 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 fee expense, which is included in property operating expenses.
(3)    For the three months ended September 30, 2021 and 2020, Same Property NOI and Same Property Cash Basis NOI are based on properties OPI owned continuously since July 1, 2020, and exclude properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which OPI owns 51% and 50% interests.
(4)    For the nine months ended September 30, 2021 and 2020, Same Property NOI and Same Property Cash Basis NOI are based on properties OPI owned continuously since January 1, 2020, and exclude properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which OPI owns 51% and 50% interests.









10


Office Properties Income Trust
Condensed Consolidated Balance Sheets
(dollars in thousands, except per share data)
(unaudited)
September 30,December 31,
20212020
ASSETS
Real estate properties:
Land$873,488 $830,884 
Buildings and improvements2,964,277 2,691,259 
Total real estate properties, gross3,837,765 3,522,143 
Accumulated depreciation(459,408)(451,914)
Total real estate properties, net3,378,357 3,070,229 
Assets of properties held for sale71,873 75,177 
Investments in unconsolidated joint ventures35,828 37,951 
Acquired real estate leases, net536,772 548,943 
Cash and cash equivalents54,881 42,045 
Restricted cash1,139 14,810 
Rents receivable97,507 101,766 
Deferred leasing costs, net52,182 42,626 
Other assets, net11,339 12,889 
Total assets$4,239,878 $3,946,436 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility$— $— 
Senior unsecured notes, net2,477,730 2,033,242 
Mortgage notes payable, net98,460 169,729 
Liabilities of properties held for sale1,059 891 
Accounts payable and other liabilities126,317 116,480 
Due to related persons12,571 6,114 
Assumed real estate lease obligations, net17,761 10,588 
Total liabilities2,733,898 2,337,044 
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,425,924 and 48,318,366 shares issued and outstanding, respectively
484 483 
Additional paid in capital2,616,751 2,615,305 
Cumulative net income158,770 183,895 
Cumulative common distributions(1,270,025)(1,190,291)
Total shareholders’ equity1,505,980 1,609,392 
Total liabilities and shareholders’ equity$4,239,878 $3,946,436 



11


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. Bilotto's statements about OPI's operating results and leasing activity may imply that OPI will continue to have similar and better results and positive leasing activity in future periods. However, OPI's operating results and ability to realize positive leasing activity depend on various factors, including market conditions and tenants' demand for OPI's properties, the timing of lease expirations and OPI's ability to successfully compete for tenants, among other factors. As a result, OPI may not realize better operating results and positive leasing activity and OPI's operating results and leasing activity could decline in the future,

•Mr. Bilotto states that OPI's leasing pipeline remains robust and that OPI is in active discussions with existing and new tenants on more than 3.6 million square feet. These statements may imply that OPI will successfully execute leases for that space on terms that are acceptable to OPI and continue to have positive leasing activity. However, OPI may not be able to successfully negotiate and execute leases for any or all of that space or on any additional space on terms it expects,

•Mr. Bilotto states that OPI raised $750.0 million of senior notes during the quarter and used the proceeds to repay higher interest rate notes and all amounts outstanding under its revolving credit facility, and that as a result, OPI has a strengthened balance sheet, a longer weighted average term to maturity on its debt and more than $800.0 million of total liquidity at quarter end. These statements may imply that OPI will maintain this level of liquidity in the future. However, OPI's liquidity is largely dependent on the availability of funds under its revolving credit facility. OPI's revolving credit facility allows OPI to borrow, repay and reborrow funds under that facility, subject to satisfying conditions. As a result, OPI may, and likely will, borrow funds under its revolving credit facility in the future, which in turn would reduce its liquidity. OPI may use its current liquidity for investments or other business opportunities, which would also reduce its liquidity, and

•OPI has entered into an agreement to sell five properties for a sales price of $56.0 million, excluding closing costs. This transaction is subject to conditions. Those conditions may not be satisfied and this transaction may not occur, may be delayed or the 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.

Contact:
Kevin Barry, Director, Investor Relations
(617) 219-1410

(END)
12

Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. THIRD QUARTER 2021 Exhibit 99.2 Washington, DC

 
Supplemental Q3 2021 2 Table of Contents CORPORATE INFORMATION Company Profile ................................................................................................................................................................................................. 3 Investor Information .......................................................................................................................................................................................... 4 Research Coverage ........................................................................................................................................................................................... 5 FINANCIALS Key Financial Data.............................................................................................................................................................................................. 6 Condensed Consolidated Balance Sheets ................................................................................................................................................... 7 Condensed Consolidated Statements of Income (Loss) ............................................................................................................................ 8 Debt Summary .................................................................................................................................................................................................... 9 Debt Maturity Schedule .................................................................................................................................................................................... 10 Leverage Ratios, Coverage Ratios and Public Debt Covenants ............................................................................................................... 11 Capital Expenditures Summary ....................................................................................................................................................................... 12 Property Acquisitions and Dispositions Information Since January 1, 2021 .......................................................................................... 13 Investments in Unconsolidated Joint Ventures ............................................................................................................................................ 14 Calculation and Reconciliation of NOI and Cash Basis NOI ...................................................................................................................... 15 Reconciliation and Calculation of Same Property NOI and Same Property Cash Basis NOI .............................................................. 16 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre ....................................................................................................................... 17 Calculation of FFO, Normalized FFO and CAD ........................................................................................................................................... 18 PORTFOLIO INFORMATION Summary Same Property Results .................................................................................................................................................................... 19 Occupancy and Leasing Summary ................................................................................................................................................................. 20 Tenant Diversity and Credit Characteristics.................................................................................................................................................. 21 Tenants Representing 1% or More of Total Annualized Rental Income .................................................................................................. 22 Lease Expiration Schedule ............................................................................................................................................................................... 23 NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS ......................................................................................................................... 24 WARNING CONCERNING FORWARD-LOOKING STATEMENTS ............................................................................................................................. 26 Please refer to Non-GAAP Financial Measures and Certain Definitions for terms used throughout this document. Unless otherwise noted, all data presented in this supplemental operating and financial data report excludes three properties, which are encumbered by $82.0 million of mortgage notes, owned by two unconsolidated joint ventures in which we own 51% and 50% interests. See page 14 for information regarding these joint ventures and related mortgage notes.

 
Supplemental Q3 2021 3 The Company: Office Properties Income Trust, or OPI, we, our, or us, is a real estate investment trust, or REIT, focused on owning, operating and leasing properties primarily leased to single tenants and tenants with high credit quality characteristics such as government entities. The majority of our properties are office buildings. OPI is included in 139 market indices and comprises more than 1% of the following indices as of September 30, 2021: Invesco KBW Premium Yield Equity REIT ETF INAV Index (KBWYIV), BI North America Office REIT Valuation Peers (BROFFRTV), Invesco S&P SmallCap 600 Pure Value ETF INAV Index (RZVIV), Invesco S&P SmallCap Financials ETF INAV Index (PSCFIV), Hoya Capital High Dividend Yield Index (GTR) ((RIET) and the Bloomberg Reit Office Property Index (BBREOFPY). Management: OPI is managed by The RMR Group (Nasdaq: RMR). RMR is an alternative asset management company that is focused on commercial real estate and related businesses. RMR primarily provides management services to publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of September 30, 2021, RMR had $32.7 billion of real estate assets under management and the combined RMR managed companies had approximately $10 billion of annual revenues, nearly 2,100 properties and approximately 37,000 employees. We believe that being managed by RMR is a competitive advantage for OPI because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services if we were self managed. RETURN TO TABLE OF CONTENTS Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (617) 219-1440 Stock Exchange Listing: Nasdaq Trading Symbols: Common Shares: OPI Senior Unsecured Notes due 2050: OPINL Snapshot (as of September 30, 2021): Total properties: 178 Rentable sq. ft.: 23.3 million Percent leased: 89.0% Company Profile

 
Supplemental Q3 2021 4 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 Lead Independent Trustee Independent Trustee Jennifer B. Clark Adam D. Portnoy Managing Trustee Chair of the Board & Managing Trustee Executive Officers Christopher J. Bilotto Matthew C. Brown President and Chief Operating Officer Chief Financial Officer and Treasurer Contact Information Investor Relations Inquiries Office Properties Income Trust Financial, investor and media inquiries should be directed to: Two Newton Place Kevin Barry, Director, Investor Relations, 255 Washington Street, Suite 300 at (617) 219-1410 or [email protected] Newton, MA 02458-1634 (617) 219-1410 [email protected] www.opireit.com Investor Information RETURN TO TABLE OF CONTENTS Norfolk, VA

 
Supplemental Q3 2021 5 Equity Research Coverage B. Riley Securities, Inc. BofA Securities Bryan Maher James Feldman [email protected] [email protected] (646) 885-5423 (646) 855-5808 JMP Securities Morgan Stanley Aaron Hecht Ronald Kamdem [email protected] [email protected] (415) 835-3963 (212) 296-8319 RBC Capital Markets Michael Carroll [email protected] (440) 715-2649 Rating Agencies Moody's Investors Service S&P Global Lori Marks Michael Souers [email protected] [email protected] (212) 553-0376 (212) 438-2508 OPI is followed by the analysts and its credit is rated by the rating agencies listed on this page. 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. Research Coverage Issuer Ratings: Moody's: Baa3 S&P Global: BBB- RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 6 As of and for the Three Months Ended As of 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 9/30/2021 Selected Balance Sheet Data: Capitalization: Total gross assets $ 4,699,286 $ 4,666,348 $ 4,419,664 $ 4,398,350 $ 4,409,391 Total common shares (at end of period) 48,425,924 Total assets $ 4,239,878 $ 4,211,213 $ 3,952,579 $ 3,946,436 $ 3,973,045 Closing price (at end of period) $ 25.33 Total liabilities $ 2,733,898 $ 2,682,663 $ 2,331,581 $ 2,337,044 $ 2,336,373 Equity market capitalization (at end of period) $ 1,226,629 Total shareholders' equity $ 1,505,980 $ 1,528,550 $ 1,620,998 $ 1,609,392 $ 1,636,672 Debt (principal balance) 2,610,604 Total market capitalization $ 3,837,233 Selected Income Statement Data: Rental income $ 147,572 $ 137,099 $ 144,524 $ 146,625 $ 145,806 Liquidity: Net income (loss) $ 3,712 $ (66,697) $ 37,860 $ (1,664) $ (3,797) Cash and cash equivalents $ 54,881 NOI $ 93,579 $ 90,979 $ 96,499 $ 97,168 $ 95,763 Availability under $750,000 unsecured revolving credit facility 750,000 Adjusted EBITDAre $ 87,604 $ 85,251 $ 90,906 $ 91,301 $ 89,817 FFO $ 63,951 $ 37,680 $ 56,609 $ 61,610 $ 62,628 Total liquidity $ 804,881 Normalized FFO $ 59,598 $ 55,385 $ 61,809 $ 61,842 $ 62,628 CAD $ 30,877 $ 33,831 $ 47,652 $ 42,344 $ 44,557 Rolling four quarter CAD $ 154,704 $ 168,384 $ 180,096 $ 179,810 $ 177,210 Per Common Share Data (basic and diluted): Net income (loss) $ 0.08 $ (1.38) $ 0.78 $ (0.03) $ (0.08) FFO (basic) $ 1.33 $ 0.78 $ 1.18 $ 1.28 $ 1.30 FFO (diluted) $ 1.33 $ 0.78 $ 1.17 $ 1.28 $ 1.30 Normalized FFO $ 1.24 $ 1.15 $ 1.28 $ 1.28 $ 1.30 CAD $ 0.64 $ 0.70 $ 0.99 $ 0.88 $ 0.93 Rolling four quarter CAD $ 3.21 $ 3.50 $ 3.75 $ 3.74 $ 3.68 Dividends: Annualized dividends paid per share during the period $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.20 Annualized dividend yield (at end of period) 8.7% 7.5% 8.0% 9.7% 10.6% Normalized FFO payout ratio 44.4% 47.8% 43.0% 43.0% 42.3% Rolling four quarter CAD payout ratio 68.5% 62.9% 58.7% 58.8% 59.6% (dollars in thousands, except per share data) RETURN TO TABLE OF CONTENTS Key Financial Data

 
Supplemental Q3 2021 7 September 30, December 31, 2021 2020 ASSETS Real estate properties: Land $ 873,488 $ 830,884 Buildings and improvements 2,964,277 2,691,259 Total real estate properties, gross 3,837,765 3,522,143 Accumulated depreciation (459,408) (451,914) Total real estate properties, net 3,378,357 3,070,229 Assets of properties held for sale 71,873 75,177 Investments in unconsolidated joint ventures 35,828 37,951 Acquired real estate leases, net 536,772 548,943 Cash and cash equivalents 54,881 42,045 Restricted cash 1,139 14,810 Rents receivable 97,507 101,766 Deferred leasing costs, net 52,182 42,626 Other assets, net 11,339 12,889 Total assets $ 4,239,878 $ 3,946,436 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured revolving credit facility $ — $ — Senior unsecured notes, net 2,477,730 2,033,242 Mortgage notes payable, net 98,460 169,729 Liabilities of properties held for sale 1,059 891 Accounts payable and other liabilities 126,317 116,480 Due to related persons 12,571 6,114 Assumed real estate lease obligations, net 17,761 10,588 Total liabilities 2,733,898 2,337,044 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $.01 par value: 200,000,000 shares authorized, 48,425,924 and 48,318,366 shares issued and outstanding, respectively 484 483 Additional paid in capital 2,616,751 2,615,305 Cumulative net income 158,770 183,895 Cumulative common distributions (1,270,025) (1,190,291) Total shareholders’ equity 1,505,980 1,609,392 Total liabilities and shareholders’ equity $ 4,239,878 $ 3,946,436 Condensed Consolidated Balance Sheets (dollars in thousands, except per share data) RETURN TO TABLE OF CONTENTS Washington, DC

 
Supplemental Q3 2021 8 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Rental income $ 147,572 $ 145,806 $ 429,195 $ 441,294 Expenses: Real estate taxes 20,067 16,113 52,133 48,701 Utility expenses 7,389 7,564 19,131 19,777 Other operating expenses 26,537 26,366 76,874 78,033 Depreciation and amortization 59,533 62,227 178,991 189,340 Loss on impairment of real estate (3) 2,954 55,854 2,954 General and administrative (1) 448 7,059 24,690 21,372 Total expenses 113,971 122,283 407,673 360,177 Gain on sale of real estate 36 — 54,154 10,822 Interest and other income — 2 7 738 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $2,442, $2,477, $7,366 and $7,162, respectively) (26,929) (27,097) (84,728) (79,461) Loss on early extinguishment of debt (2,274) — (14,068) (3,839) Income (loss) before income tax (expense) benefit and equity in net losses of investees 4,434 (3,572) (23,113) 9,377 Income tax (expense) benefit (34) 54 (348) (220) Equity in net losses of investees (688) (279) (1,664) (815) Net income (loss) $ 3,712 $ (3,797) $ (25,125) $ 8,342 Weighted average common shares outstanding (basic) 48,211 48,132 48,179 48,111 Weighted average common shares outstanding (diluted) 48,244 48,132 48,179 48,111 Per common share amounts (basic and diluted): Net income (loss) $ 0.08 $ (0.08) $ (0.52) $ 0.17 Additional Data: General and administrative expenses / total assets (at end of period) 0.01% 0.18% 0.58% 0.54% Non-cash straight line rent adjustments included in rental income $ 3,924 $ 3,912 $ 13,128 $ 12,963 Lease value amortization included in rental income $ (447) $ (1,312) $ (1,836) $ (4,149) Lease termination fees included in rental income $ 55 $ 2 $ 55 $ 8 Non-cash amortization included in other operating expenses (2) $ 121 $ 121 $ 363 $ 363 Non-cash amortization included in general and administrative expenses (2) $ 151 $ 151 $ 453 $ 453 Condensed Consolidated Statements of Income (Loss) (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS (1) 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 condensed consolidated statements of income (loss). 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 income (loss), we do not include such expense in the calculations of Adjusted EBITDAre or Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Net income for the three months ended September 30, 2021 includes the reversal of $6,627 of previously accrued estimated business management incentive fee expense. Net income (loss) for the nine months ended September 30, 2021 includes estimated business management incentive fee expense of $4,484. No estimated business management incentive fee expense was included in net income (loss) for the three and nine months ended September 30, 2020. (2) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former 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 fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively.

 
Supplemental Q3 2021 9 Fixed vs. Variable Rate Debt Fixed 100.0% Coupon Rate (1) Interest Rate (2) Principal Balance Maturity Date Due at Maturity Years to Maturity Unsecured Floating Rate Debt: $750,000 unsecured revolving credit facility (3) (4) 1.173% 1.173% $ — 1/31/2023 $ — 1.3 Unsecured Fixed Rate Debt: Senior unsecured notes due 2022 4.000% 4.000% 300,000 7/15/2022 300,000 0.8 Senior unsecured notes due 2024 4.250% 4.404% 350,000 5/15/2024 350,000 2.6 Senior unsecured notes due 2025 4.500% 4.521% 650,000 2/1/2025 650,000 3.3 Senior unsecured notes due 2026 2.650% 2.815% 300,000 6/15/2026 300,000 4.7 Senior unsecured notes due 2027 2.400% 2.541% 350,000 2/1/2027 350,000 5.3 Senior unsecured notes due 2031 3.450% 3.550% 400,000 10/15/2031 400,000 10.0 Senior unsecured notes due 2050 6.375% 6.375% 162,000 6/23/2050 162,000 28.7 Subtotal / weighted average 3.846% 3.928% 2,512,000 2,512,000 6.1 Secured Fixed Rate Debt: Mortgage debt - One property in Washington, DC 4.220% 4.190% 25,245 7/1/2022 24,668 0.8 Mortgage debt - One property in Chicago, IL 3.700% 4.210% 50,000 6/1/2023 50,000 1.7 Mortgage debt - One property in Washington, DC 4.800% 4.190% 23,359 6/1/2023 22,584 1.7 Subtotal / weighted average 4.094% 4.200% 98,604 97,252 1.5 Total / weighted average 3.855% 3.938% $ 2,610,604 $ 2,609,252 5.9 See accompanying notes on the following page. Secured vs. Unsecured Debt Unsecured 96.2% Secured 3.8% Debt Summary As of September 30, 2021 (dollars in thousands) RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 10 $300,000 $350,000 $650,000 $1,212,000 Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt 2021 2022 2023 2024 2025 2026 and thereafter $0 $250,000 $500,000 $750,000 $1,000,000 $1,250,000 Year Unsecured Floating Rate Debt Unsecured Fixed Rate Debt Secured Fixed Rate Debt Total Debt % of Total Debt 2021 $ — $ — $ 302 $ 302 —% 2022 — 300,000 25,518 325,518 12.5% 2023 — — 72,784 72,784 2.8% 2024 — 350,000 — 350,000 13.4% 2025 — 650,000 — 650,000 24.9% 2026 and thereafter — 1,212,000 — 1,212,000 46.4% Total principal balance $ — $ 2,512,000 $ 98,604 $ 2,610,604 100.0% Percent of total principal balance 0.0% 96.2% 3.8% 100.0% $25,518 RETURN TO TABLE OF CONTENTS Debt Maturity Schedule As of September 30, 2021 (dollars in thousands) (5) (5) (1) Reflects the interest rate stated in, or determined pursuant to, the contract terms. (2) Includes the effect of mark to market accounting for certain mortgages and discounts and premiums on senior unsecured notes. Excludes the effect of debt issuance costs amortization. (3) 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 is as of September 30, 2021 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 revolving credit facility by two additional six month periods. (4) The maximum aggregate borrowing availability under the credit agreement governing our revolving credit facility may be increased to up to $1,950,000 in certain circumstances. (5) Represents the amount, if any, outstanding under our revolving credit facility at September 30, 2021. (6) Represents Secured Fixed Rate Debt payments in 2021. $302 (6) $72,784

 
Supplemental Q3 2021 11 Leverage Ratios, Coverage Ratios and Public Debt Covenants RETURN TO TABLE OF CONTENTS As of and for the Three Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 Leverage Ratios: Net debt / total gross assets 54.4% 54.2% 46.6% 50.0% 49.9% Net debt / gross book value of real estate assets 50.4% 49.7% 44.4% 46.9% 46.6% Secured debt / total assets 2.3% 2.3% 4.3% 4.3% 4.3% Variable rate debt / net debt 0.0% 15.2% 0.0% 0.0% 0.0% Coverage Ratios: Adjusted EBITDAre / interest expense 3.3x 2.9x 3.2x 3.2x 3.3x Net debt / annualized Adjusted EBITDAre 7.3x 6.9x 5.7x 6.0x 6.1x Public Debt Covenants: Total debt / adjusted total assets (maximum 60.0%) 49.9% 49.2% 45.7% 46.3% 46.4% Secured debt / adjusted total assets (maximum 40.0%) 1.9% 1.9% 3.5% 3.5% 3.5% Consolidated income available for debt service / debt service (minimum 1.50x) 3.6x 3.2x 3.2x 3.4x 3.3x Total unencumbered assets / unsecured debt (minimum 150.0%) 197.8% 200.8% 218.4% 214.0% 213.3% (1) Annualized Adjusted EBITDAre for the three months ended June 30, 2021 is pro forma as if the acquisitions of two properties during the second quarter occurred on April 1, 2021. Net debt / annualized Adjusted EBITDAre would have been 7.4x, excluding the pro forma Adjusted EBITDAre adjustment of $5,671 for the two property acquisitions. (1) Atlanta, GA

 
Supplemental Q3 2021 12 For the Three Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 Lease related costs $ 17,074 $ 11,215 $ 6,970 $ 8,746 $ 7,192 Building improvements 9,267 7,765 4,526 11,466 10,579 Recurring capital expenditures 26,341 18,980 11,496 20,212 17,771 Development, redevelopment and other activities 13,272 12,738 4,906 5,598 5,521 Total capital expenditures $ 39,613 $ 31,718 $ 16,402 $ 25,810 $ 23,292 Average rentable sq. ft. during period 23,683 24,330 24,729 24,899 24,909 Building improvements per average sq. ft. during period $ 0.39 $ 0.32 $ 0.18 $ 0.46 $ 0.42 Capital Expenditures Summary (dollars and sq. ft. in thousands, except per sq. ft. data) RETURN TO TABLE OF CONTENTS Fairfax, VA

 
Supplemental Q3 2021 13 Acquisitions: Date Aquired Location Number of Properties Sq. Ft. Purchase Price Purchase Price / Sq. Ft. Cap Rate Weighted Average Remaining Lease Term in Years Percent Leased at Acquisition 6/24/2021 Chicago, IL 1 531 $ 355,000 $ 668 4.7% 6.6 99.2% 6/25/2021 Atlanta, GA 1 346 195,000 564 6.3% 14.2 98.4% 8/3/2021 Boston, MA 1 49 26,975 546 3.5% 1.9 59.5% Total / Weighted Average 3 926 $ 576,975 $ 623 5.2% 8.9 96.8% Dispositions: Date Sold Location Number of Properties Sq. Ft. Gross Sales Price 1/13/2021 Kansas City, MO (1) — 10 $ 845 1/22/2021 Richmond, VA 1 311 130,000 4/22/2021 Huntsville, AL 1 1,371 39,000 7/7/2021 Fresno, CA 1 532 6,000 7/15/2021 Liverpool, NY 1 38 650 8/20/2021 Memphis, TN 1 205 15,270 9/24/2021 Stoneham, MA 1 98 6,650 10/27/2021 Sterling, VA (2) — — 28,500 Total 6 2,565 $ 226,915 (1) Consists of a warehouse facility adjacent to a property we own in Kansas City, MO. (2) Consists of two vacant land parcels adjacent to properties we own in Sterling, VA. Property Acquisitions and Dispositions Information Since January 1, 2021 (dollars and sq. ft. in thousands, except per sq. ft. data) RETURN TO TABLE OF CONTENTS Jackson, MS

 
Supplemental Q3 2021 14 Unconsolidated Joint Ventures: Joint Venture OPI Ownership OPI Investment Number of Properties Location Square Feet Occupancy Weighted Average Remaining Lease Term (1) Prosperity Metro Plaza 51% $ 21,142 2 Fairfax, VA 329 72.5% 3.2 years 1750 H Street, NW 50% 14,686 1 Washington, D.C. 115 20.3% 9.5 years Total / Weighted Average $ 35,828 3 444 58.9% 3.9 years (1) Lease term is weighted based on annualized rental income. (2) Includes the effect of interest rate protection and mark to market accounting. (3) 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. (4) The mortgage loan requires interest-only payments through December 2024, at which time the loan requires principal and interest payments through its maturity date. (5) Reflects our proportionate share of operating results based on our ownership percentage of the respective joint ventures. (6) Includes interest expense, net of other income. (7) 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 their tenants, as well as the net effect of non- cash amortization of intangible lease assets and liabilities. Investments in Unconsolidated Joint Ventures As of September 30, 2021 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Results of Operations - Unconsolidated Joint Ventures: (5) For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 Prosperity Metro Plaza 1750 H Street, NW Total Prosperity Metro Plaza 1750 H Street, NW Total Equity in losses $ (136) $ (552) $ (688) $ (287) $ (1,377) $ (1,664) Depreciation and amortization 613 132 745 1,810 864 2,674 Other expenses, net (6) 258 150 408 774 455 1,229 NOI 735 (270) 465 2,297 (58) 2,239 Lease value amortization included in rental income (7) (1) — (1) (3) — (3) Non-cash straight line rent adjustments included in rental income (7) (33) 2 (31) (154) 28 (126) Cash Basis NOI $ 701 $ (268) $ 433 $ 2,140 $ (30) $ 2,110 Distributions received by OPI $ 153 $ — $ 153 $ 459 $ — $ 459 Outstanding Unconsolidated Debt: Joint Venture OPI Ownership Interest Rate (2) Maturity Date Principal Balance Annualized Debt Service Principal Balance at Maturity OPI Share of Principal Balance (3) Prosperity Metro Plaza (4) 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

 
Supplemental Q3 2021 15 For the Three Months Ended For the Nine Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 9/30/2021 9/30/2020 Calculation of NOI and Cash Basis NOI: Rental income $ 147,572 $ 137,099 $ 144,524 $ 146,625 $ 145,806 $ 429,195 $ 441,294 Property operating expenses (53,993) (46,120) (48,025) (49,457) (50,043) (148,138) (146,511) NOI 93,579 90,979 96,499 97,168 95,763 281,057 294,783 Non-cash straight line rent adjustments included in rental income (3,924) (3,847) (5,357) (3,116) (3,912) (13,128) (12,963) Lease value amortization included in rental income 447 667 722 1,291 1,312 1,836 4,149 Lease termination fees included in rental income (55) — — (90) (2) (55) (8) Non-cash amortization included in property operating expenses (1) (121) (121) (121) (121) (121) (363) (363) Cash Basis NOI $ 89,926 $ 87,678 $ 91,743 $ 95,132 $ 93,040 $ 269,347 $ 285,598 Reconciliation of Net Income (Loss) to NOI and Cash Basis NOI: Net income (loss) $ 3,712 $ (66,697) $ 37,860 $ (1,664) $ (3,797) $ (25,125) $ 8,342 Equity in net losses of investees 688 580 396 378 279 1,664 815 Income tax expense (benefit) 34 (121) 435 157 (54) 348 220 Income (loss) before income tax expense (benefit) and equity in net losses of investees 4,434 (66,238) 38,691 (1,129) (3,572) (23,113) 9,377 Loss on early extinguishment of debt 2,274 11,794 — — — 14,068 3,839 Interest expense 26,929 29,001 28,798 28,842 27,097 84,728 79,461 Interest and other income — (2) (5) (41) (2) (7) (738) Gain on sale of real estate (36) (114) (54,004) (33) — (54,154) (10,822) General and administrative 448 12,970 11,272 7,071 7,059 24,690 21,372 Acquisition and transaction related costs — — — 232 — — — Loss on impairment of real estate (3) 48,197 7,660 — 2,954 55,854 2,954 Depreciation and amortization 59,533 55,371 64,087 62,226 62,227 178,991 189,340 NOI 93,579 90,979 96,499 97,168 95,763 281,057 294,783 Non-cash amortization included in property operating expenses (1) (121) (121) (121) (121) (121) (363) (363) Lease termination fees included in rental income (55) — — (90) (2) (55) (8) Lease value amortization included in rental income 447 667 722 1,291 1,312 1,836 4,149 Non-cash straight line rent adjustments included in rental income (3,924) (3,847) (5,357) (3,116) (3,912) (13,128) (12,963) Cash Basis NOI $ 89,926 $ 87,678 $ 91,743 $ 95,132 $ 93,040 $ 269,347 $ 285,598 (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former 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. Calculation and Reconciliation of NOI and Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 16 For the Three Months Ended For the Nine Months Ended 9/30/2021 9/30/2020 9/30/2021 9/30/2020 Reconciliation of NOI to Same Property NOI: Rental income $ 147,572 $ 145,806 $ 429,195 $ 441,294 Property operating expenses (53,993) (50,043) (148,138) (146,511) NOI 93,579 95,763 281,057 294,783 Less: NOI of properties not included in same property results (8,331) (10,289) (22,057) (33,055) Same Property NOI $ 85,248 $ 85,474 $ 259,000 $ 261,728 Calculation of Same Property Cash Basis NOI: Same Property NOI $ 85,248 $ 85,474 $ 259,000 $ 261,728 Add: Lease value amortization included in rental income 603 691 2,005 2,139 Less: Non-cash straight line rent adjustments included in rental income (3,229) (4,462) (13,185) (12,058) Lease termination fees included in rental income (55) — (55) — Non-cash amortization included in property operating expenses (1) (105) (92) (292) (275) Same Property Cash Basis NOI $ 82,462 $ 81,611 $ 247,473 $ 251,534 (1) We recorded a liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former 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 other operating expenses. Reconciliation and Calculation of Same Property NOI and Same Property Cash Basis NOI (dollars in thousands) RETURN TO TABLE OF CONTENTS Chicago, IL

 
Supplemental Q3 2021 17 For the Three Months Ended For the Nine Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 9/30/2021 9/30/2020 Net income (loss) $ 3,712 $ (66,697) $ 37,860 $ (1,664) $ (3,797) $ (25,125) $ 8,342 Add (less): Interest expense 26,929 29,001 28,798 28,842 27,097 84,728 79,461 Income tax expense (benefit) 34 (121) 435 157 (54) 348 220 Depreciation and amortization 59,533 55,371 64,087 62,226 62,227 178,991 189,340 EBITDA 90,208 17,554 131,180 89,561 85,473 238,942 277,363 Add (less): Loss on impairment of real estate (3) 48,197 7,660 — 2,954 55,854 2,954 Gain on sale of real estate (36) (114) (54,004) (33) — (54,154) (10,822) Distributions received from unconsolidated joint ventures 153 153 153 204 255 459 408 Equity in losses of unconsolidated joint ventures 688 580 396 378 279 1,664 815 EBITDAre 91,010 66,370 85,385 90,110 88,961 242,765 270,718 Add (less): Acquisition and transaction related costs — — — 232 — — — General and administrative expense paid in common shares (1) 947 1,176 321 959 856 2,444 2,356 Estimated business management incentive fees (2) (6,627) 5,911 5,200 — — 4,484 — Loss on early extinguishment of debt 2,274 11,794 — — — 14,068 3,839 Adjusted EBITDAre $ 87,604 $ 85,251 $ 90,906 $ 91,301 $ 89,817 $ 263,761 $ 276,913 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre (dollars in thousands) (1) Amounts represent equity based compensation to our Trustees, our officers and certain other employees of RMR LLC. (2) For more information regarding estimated business management incentive fees, see footnote (1) on page 8. RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 18 For the Three Months Ended For the Nine Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 9/30/2021 9/30/2020 Net income (loss) $ 3,712 $ (66,697) $ 37,860 $ (1,664) $ (3,797) $ (25,125) $ 8,342 Add (less): Depreciation and amortization: Consolidated properties 59,533 55,371 64,087 62,226 62,227 178,991 189,340 Unconsolidated joint venture properties 745 923 1,006 1,081 1,244 2,674 3,722 Loss on impairment of real estate (3) 48,197 7,660 — 2,954 55,854 2,954 Gain on sale of real estate (36) (114) (54,004) (33) — (54,154) (10,822) FFO 63,951 37,680 56,609 61,610 62,628 158,240 193,536 Add (less): Acquisition and transaction related costs — — — 232 — — — Loss on early extinguishment of debt 2,274 11,794 — — — 14,068 3,839 Estimated business management incentive fees (1) (6,627) 5,911 5,200 — — 4,484 — Normalized FFO 59,598 55,385 61,809 61,842 62,628 176,792 197,375 Add (less): Non-cash expenses (2) 433 804 (1) 607 533 1,236 1,420 Distributions from unconsolidated joint ventures 153 153 153 204 255 459 408 Depreciation and amortization - unconsolidated joint ventures (745) (923) (1,006) (1,081) (1,244) (2,674) (3,722) Equity in net losses of investees 688 580 396 378 279 1,664 815 Loss on early extinguishment of debt settled in cash (1,874) (2,500) — — — (4,374) (1,138) Non-cash straight line rent adjustments included in rental income (3,924) (3,847) (5,357) (3,116) (3,912) (13,128) (12,963) Lease value amortization included in rental income 447 667 722 1,291 1,312 1,836 4,149 Net amortization of debt premiums, discounts and issuance costs 2,442 2,492 2,432 2,431 2,477 7,366 7,162 Recurring capital expenditures (26,341) (18,980) (11,496) (20,212) (17,771) (56,817) (56,040) CAD $ 30,877 $ 33,831 $ 47,652 $ 42,344 $ 44,557 $ 112,360 $ 137,466 Weighted average common shares outstanding (basic) 48,211 48,165 48,161 48,161 48,132 48,179 48,111 Weighted average common shares outstanding (diluted) 48,244 48,165 48,196 48,161 48,132 48,179 48,111 Per common share amounts (basic and diluted): Net income (loss) $ 0.08 $ (1.38) $ 0.78 $ (0.03) $ (0.08) $ (0.52) $ 0.17 FFO (basic) $ 1.33 $ 0.78 $ 1.18 $ 1.28 $ 1.30 $ 3.28 $ 4.02 FFO (diluted) $ 1.33 $ 0.78 $ 1.17 $ 1.28 $ 1.30 $ 3.28 $ 4.02 Normalized FFO $ 1.24 $ 1.15 $ 1.28 $ 1.28 $ 1.30 $ 3.67 $ 4.10 CAD $ 0.64 $ 0.70 $ 0.99 $ 0.88 $ 0.93 $ 2.33 $ 2.86 (1) For more information regarding estimated business management incentive fees, see footnote (1) on page 8. (2) Non-cash expenses include equity based compensation, adjustments recorded to capitalize interest expense and amortization of the liability for the amount by which the estimated fair value for accounting purposes exceeded the price we paid for our former investment in 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 fee expense and property management fee expense, which are included in general and administrative and other operating expenses, respectively. Calculation of FFO, Normalized FFO and CAD (amounts in thousands, except per share data) RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 19 For the Three Months Ended For the Nine Months Ended 9/30/2021 9/30/2020 9/30/2021 9/30/2020 Properties (end of period) (1) 164 164 163 163 Rentable sq. ft. 20,742 20,732 20,729 20,720 Percent leased 91.2% 93.4% 91.2% 93.4% Rental income $ 128,995 $ 130,319 $ 388,517 $ 391,233 Same Property NOI $ 85,248 $ 85,474 $ 259,000 $ 261,728 Same Property Cash Basis NOI $ 82,462 $ 81,611 $ 247,473 $ 251,534 Same Property NOI % margin 66.1% 65.6% 66.7% 66.9% Same Property Cash Basis NOI % margin 65.3% 64.5% 65.6% 66.0% Same Property NOI % change (0.3%) (1.0%) Same Property Cash Basis NOI % change 1.0% (1.6%) (1) Includes one leasable land parcel. Summary Same Property Results (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Chelmsford, MA

 
Supplemental Q3 2021 20 As of and for the Three Months Ended As of and for the Nine Months Ended 9/30/2021 6/30/2021 3/31/2021 12/31/2020 9/30/2020 9/30/2021 Properties (end of period) (1) 178 181 180 181 184 178 Rentable sq. ft. (1) 23,274 24,091 24,568 24,889 24,909 23,274 Percentage leased 89.0% 89.5% 90.8% 91.2% 91.2% 89.0% Leasing Activity (sq. ft.): New leases 274 269 33 97 18 576 Renewals 385 279 542 42 577 1,206 Total 659 548 575 139 595 1,782 % Change in GAAP Rent: (2) New leases (7.6%) 23.1% 27.0% (11.9%) 0.8% 9.8% Renewals 5.4% 10.0% 2.3% 8.5% 33.1% 5.3% Total (0.1%) 17.1% 3.2% (7.0%) 31.0% 7.0% Weighted Average Lease Term by Sq. Ft. (years): New leases 12.9 26.4 7.0 11.6 4.0 18.9 Renewals 9.6 7.2 5.3 5.1 10.8 7.1 Total 10.9 16.6 5.4 9.7 10.6 10.9 Leasing Cost and Concession Commitments: New leases (3) $ 27,322 $ 69,988 $ 1,207 $ 6,845 $ 193 $ 98,517 Renewals 18,811 6,714 5,938 862 6,045 31,463 Total $ 46,133 $ 76,702 $ 7,145 $ 7,707 $ 6,238 $ 129,980 Leasing Cost and Concession Commitments per Sq. Ft.: New leases (3) $ 99.81 $ 260.02 $ 35.97 $ 70.08 $ 10.95 $ 170.91 Renewals $ 48.85 $ 24.09 $ 10.96 $ 20.62 $ 10.48 $ 26.10 Total $ 70.02 $ 139.98 $ 12.42 $ 55.26 $ 10.49 $ 72.94 Leasing Cost and Concession Commitments per Sq. Ft. per Year: New leases (3) $ 7.74 $ 9.85 $ 5.12 $ 6.04 $ 2.77 $ 9.06 Renewals $ 5.11 $ 3.35 $ 2.05 $ 4.05 $ 0.97 $ 3.66 Total $ 6.40 $ 8.42 $ 2.28 $ 5.73 $ 0.99 $ 6.68 (1) Includes one leasable land parcel. (2) 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. (3) Data as of June 30, 2021 includes commitments totaling approximately $66,000 in connection with the lease we entered with Sonesta International Hotels Corporation, or Sonesta, in June 2021 related to the redevelopment of a property in Washington, D.C. These costs represent the estimated costs related to the planned hotel component of the building. Occupancy and Leasing Summary (dollars and sq. ft. in thousands, except per sq. ft. data) This leasing summary is based on leases entered during the periods indicated. RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 21 Investment Grade 62.5%Non-Investment Grade 10.1% Not Rated 27.4% Percentage of Total Annualized Rental Income Tenant Credit Characteristics ( 4 ) (3) Government: 36.6% Technology & Communications: 18.6% Real Estate & Financial: 16.3% Legal & Other Professional Services: 11.0% Manufacturing & Transportation: 8.8% Food: 2.3% Hospitality: 2.0% Life Sciences and Medical: 1.4% Energy Services: 0.9% Other: 2.1% Tenant Industry (1) Includes the U.S. Government, state governments, municipalities and government contractors. Tenant Diversity and Credit Characteristics As of September 30, 2021 RETURN TO TABLE OF CONTENTS (1) Columbia, MD

 
Supplemental Q3 2021 22 Tenant Credit Rating Sq. Ft. % of Leased Sq. Ft. Annualized Rental Income % of Total Annualized Rental Income 1 U.S. Government Investment Grade 4,196 20.3% $ 115,035 19.7% 2 Alphabet Inc (Google) Investment Grade 386 1.9% 20,924 3.6% 3 State of California Investment Grade 651 3.1% 19,381 3.3% 4 Shook, Hardy & Bacon L.L.P. Not Rated 596 2.9% 19,187 3.3% 5 Bank of America Corporation Investment Grade 577 2.8% 15,803 2.7% 6 IG Investments Holdings LLC Non Investment Grade 333 1.6% 14,553 2.5% 7 F5 Networks, Inc. Not Rated 299 1.4% 13,027 2.2% 8 Commonwealth of Massachusetts Investment Grade 311 1.5% 12,260 2.1% 9 CareFirst Inc. Not Rated 207 1.0% 11,870 2.0% 10 Northrop Grumman Corporation Investment Grade 337 1.6% 11,350 1.9% 11 Tyson Foods, Inc. Investment Grade 248 1.2% 11,198 1.9% 12 Sonesta International Hotels Corporation (1) Not Rated 230 1.1% 10,745 1.8% 13 CommScope Holding Company Inc Non Investment Grade 228 1.1% 8,921 1.5% 14 Micro Focus International plc Non Investment Grade 242 1.2% 7,431 1.3% 15 State of Georgia Investment Grade 308 1.5% 7,248 1.2% 16 PNC Bank Investment Grade 441 2.1% 6,924 1.2% 17 ServiceNow, Inc. Investment Grade 149 0.7% 6,623 1.1% 18 Compass Group plc Investment Grade 267 1.3% 6,496 1.1% 19 Allstate Insurance Co. Investment Grade 468 2.3% 6,475 1.1% 20 Automatic Data Processing, Inc. Investment Grade 289 1.4% 6,037 1.0% 21 Church & Dwight Co., Inc. Investment Grade 250 1.2% 6,031 1.0% 11,013 53.2% $ 337,519 57.5% Tenants Representing 1% or More of Total Annualized Rental Income As of September 30, 2021 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Houston, TX (1) In June 2021, we entered into a 30-year lease with Sonesta. The lease relates to the redevelopment of a property we own in Washington, D.C to a mixed use and Sonesta's lease relates to the planned hotel component of the property. The term of the lease commences upon our delivery of the completed hotel, which is estimated to occur in the first quarter of 2023. Reston, VA

 
Supplemental Q3 2021 23 Year (1) Number of Leases Expiring Leased Square Feet Expiring % of Total Leased Square Feet Expiring Cumulative % of Total Leased Square Feet Expiring Annualized Rental Income Expiring % of Total Annualized Rental Income Expiring Cumulative % of Total Annualized Rental Income Expiring 2021 25 487 2.4% 2.4% $ 16,114 2.8% 2.8% 2022 72 1,830 8.8% 11.2% 51,980 8.9% 11.7% 2023 67 2,430 11.7% 22.9% 78,580 13.5% 25.2% 2024 58 3,209 15.5% 38.4% 83,908 14.4% 39.6% 2025 50 2,128 10.3% 48.7% 46,006 7.9% 47.5% 2026 39 1,853 8.9% 57.6% 48,876 8.4% 55.9% 2027 33 1,920 9.3% 66.9% 49,987 8.6% 64.5% 2028 15 1,254 6.1% 73.0% 46,543 8.0% 72.5% 2029 19 970 4.7% 77.7% 27,403 4.7% 77.2% 2030 and thereafter 55 4,624 22.3% 100.0% 133,615 22.8% 100.0% Total 433 20,705 100.0% $ 583,012 100.0% Weighted average remaining lease term (in years) 5.9 6.0 (1) The year of lease expiration is pursuant to current contract terms. Lease Expiration Schedule As of September 30, 2021 (dollars and sq. ft. in thousands) RETURN TO TABLE OF CONTENTS Sacramento, CA

 
Supplemental Q3 2021 24 Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC, including NOI, Cash Basis NOI, Same Property NOI, Same Property Cash Basis NOI, EBITDA, EBITDAre, Adjusted EBITDAre, FFO, Normalized FFO and CAD. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). 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 NOI, 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 of our properties. NOI and Cash Basis NOI The calculations of net operating income, or NOI, and Cash Basis NOI exclude certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI and Cash Basis NOI as shown on page 15 and Same Property NOI and Same Property Cash Basis NOI as shown on page 16. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We define Cash Basis NOI as 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 NOI and Cash Basis NOI amounts, except that we only include same properties in calculating Same Property NOI and Same Property Cash Basis NOI. We use NOI, 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 NOI, 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 17. 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. In calculating Adjusted EBITDAre, we adjust for the items shown on page 17 and include business management incentive fees, if any, 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, and Normalized FFO as shown on page 18. FFO is calculated on the basis defined by Nareit, which is net income (loss), 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, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown on page 18 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 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 and Normalized FFO 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 and Normalized FFO differently than we do. Cash Available for Distribution We calculate cash available for distribution, or CAD, as shown on page 18. We define CAD as Normalized FFO minus recurring real estate related capital expenditures and adjusted for other non-cash and non-recurring items plus certain amounts excluded from Normalized FFO but settled in cash. CAD is among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other real estate companies and REITs may calculate CAD differently than we do. Non-GAAP Financial Measures and Certain Definitions RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 25 Adjusted total assets and total unencumbered assets include the original cost of real estate assets calculated in accordance with GAAP before impairment writedowns, if any, and exclude depreciation and amortization, accounts receivable and intangible assets. Annualized dividend yield is the annualized dividend per share paid during the period divided by the closing price of our common shares at the end of the period. Annualized rental income is calculated using the annualized contractual base rents from our tenants pursuant to our lease agreements as of September 30, 2021, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization. Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets. Cap rate represents the ratio of (x) annual straight line rental income, excluding the impact of above and below market lease amortization, based on existing leases at the acquisition date, less estimated annual property operating expenses as of the date of the acquisition, excluding depreciation and amortization expense, to (y) the acquisition purchase price, including the principal amount of assumed debt, if any, and excluding purchase price adjustments and acquisition related costs. Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, loss on asset impairment, gains and losses on early extinguishment of debt, gains and losses on sales of properties and equity in earnings of unconsolidated joint ventures and including distributions from our unconsolidated joint ventures, if any, determined together with debt service for the period presented. Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue. GAAP is U.S. generally accepted accounting principles. 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. Gross sales price is equal to the gross contract price and excludes closing costs. Investment grade tenants 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 52.3% of annualized rental income as of September 30, 2021 were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 10.2% of annualized rental income as of September 30, 2021 were subsidiaries of an investment grade rated parent (although these parent entities are not liable for the payment of rents). Lease related costs generally include capital expenditures used to improve tenants' space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and tenant inducements. Leased square feet is pursuant to leases existing as of September 30, 2021, 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. Leasing cost and concession commitments include commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent. Net debt is total debt less cash. 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. Purchase price represents the gross purchase price, including assumed debt, if any, and excludes acquisition related costs and purchase price adjustments and allocations. Rentable square feet represents total square feet available for lease as of the measurement date. Square footage measurements are subject to changes when space is remeasured or reconfigured for new tenants. Rolling four quarter CAD represents CAD for the preceding twelve month period as of the respective quarter end date. Same properties for the three months ended September 30, 2021 is based on properties we owned continuously since July 1, 2020; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. Same properties for the nine months ended September 30, 2021 is based on properties we owned continuously since January 1, 2020; excludes properties classified as held for sale and properties undergoing significant redevelopment, if any, and three properties owned by two unconsolidated joint ventures in which we own 51% and 50% interests. Same property cash basis NOI margin is Same Property Cash Basis NOI as a percentage of cash basis rental income. Cash basis rental income excludes non-cash straightline rent adjustments, the net effect of non-cash amortization of intangible lease assets and liabilities and lease termination fees, if any. Same property NOI margin is Same Property NOI as a percentage of rental income. Total debt represents the outstanding principal balance as of the date reported. Total gross assets is total assets plus accumulated depreciation. Weighted average remaining lease term is the average remaining lease term in years weighted based on rental income. Non-GAAP Financial Measures and Certain Definitions (Continued) RETURN TO TABLE OF CONTENTS

 
Supplemental Q3 2021 26 This supplemental operating and financial data 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 RETURN TO TABLE OF CONTENTS Chicago, IL