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Office Properties me Trust(OPI) - 2021 Q3 - Quarterly Report

PART I. Financial Information Item 1. Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the periods ended September 30, 2021 Condensed Consolidated Balance Sheets | Metric | Sep 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :----- | | Total Assets | $4,239,878 | $3,946,436 | +$293,442 | | Total Liabilities | $2,733,898 | $2,337,044 | +$396,854 | | Total Shareholders' Equity | $1,505,980 | $1,609,392 | -$103,412 | | Real Estate Properties, net | $3,378,357 | $3,070,229 | +$308,128 | | Senior Unsecured Notes, net | $2,477,730 | $2,033,242 | +$444,488 | Condensed Consolidated Statements of Comprehensive Income (Loss) | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (YoY) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Rental income | $147,572 | $145,806 | +1.2% | $429,195 | $441,294 | -2.7% | | Total expenses | $113,971 | $122,283 | -6.8% | $407,673 | $360,177 | +13.2% | | Loss on impairment of real estate | $(3) | $2,954 | -100.1% | $55,854 | $2,954 | +1789.4% | | Net income (loss) | $3,712 | $(3,797) | +197.8% | $(25,125) | $8,342 | -401.7% | | Net income (loss) per share (basic & diluted) | $0.08 | $(0.08) | +200.0% | $(0.52) | $0.17 | -405.9% | Condensed Consolidated Statements of Shareholders' Equity | Metric (in thousands) | Dec 31, 2020 | Sep 30, 2021 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Total Shareholders' Equity | $1,609,392 | $1,505,980 | -$103,412 | | Cumulative Net Income | $183,895 | $158,770 | -$25,125 | | Cumulative Common Distributions | $(1,190,291) | $(1,270,025) | -$79,734 | Condensed Consolidated Statements of Cash Flows | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :----- | | Net cash provided by operating activities | $158,682 | $166,098 | -$7,416 | | Net cash (used in) provided by investing activities | $(435,698) | $18,104 | -$453,802 | | Net cash provided by (used in) financing activities | $276,181 | $(227,259) | +$503,440 | | Cash, cash equivalents and restricted cash at end of period | $56,020 | $57,639 | -$1,619 | - Investing activities saw a significant increase in real estate acquisitions ($563,447 thousand in 2021 vs $11,864 thousand in 2020) and real estate improvements ($65,186 thousand in 2021 vs $55,135 thousand in 2020)18 - Financing activities were boosted by proceeds from issuance of senior unsecured notes ($1,041,809 thousand in 2021 vs $408,932 thousand in 2020), partially offset by higher repayments of senior unsecured notes ($610,000 thousand in 2021 vs $400,000 thousand in 2020) and mortgage notes payable ($72,238 thousand in 2021 vs $154,734 thousand in 2020)18 Notes to Condensed Consolidated Financial Statements The notes provide essential context for the financial statements, covering accounting policies, real estate, debt, and related person transactions Note 1. Basis of Presentation - Financial statements are unaudited and condensed, prepared in conformity with GAAP, and rely on estimates and assumptions2425 Note 2. Per Common Share Amounts | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Weighted average common shares for basic earnings per share | 48,211 | 48,132 | 48,179 | 48,111 | | Weighted average common shares for diluted earnings per share | 48,244 | 48,132 | 48,179 | 48,111 | Note 3. Real Estate Properties - As of September 30, 2021, the company's portfolio included 178 wholly-owned properties (23,274,000 rentable square feet) and noncontrolling interests in two unconsolidated joint ventures owning three properties (444,000 rentable square feet)27 - During the nine months ended September 30, 2021, the company entered into 65 leases for approximately 1,782,000 rentable square feet with a weighted average lease term of 10.9 years, committing approximately $129,980 thousand in leasing-related costs27 Acquisition Activities | Acquisition Date | Location | Number of Properties | Rentable Square Feet | Purchase Price (in thousands) | | :--------------- | :------- | :------------------- | :------------------- | :---------------------------- | | June 2021 | Chicago, IL | 1 | 531,000 | $368,331 | | June 2021 | Atlanta, GA | 1 | 346,000 | $180,602 | | August 2021 | Boston, MA | 1 | 49,000 | $27,545 | | Total | | 3 | 926,000 | $576,478 | Disposition Activities - Sold six properties and one warehouse facility (2,565,000 rentable square feet) for $198,415 thousand, resulting in a $54,154 thousand gain on sale3132 - As of September 30, 2021, five properties and two land parcels were classified as held for sale, with an aggregate sales price of $84,500 thousand34 - Recorded a $10,658 thousand impairment loss on three properties classified as held for sale36 Unconsolidated Joint Ventures | Joint Venture | OPI Ownership | OPI Carrying Value (Sep 30, 2021, in thousands) | Number of Properties | Rentable Square Feet | Mortgage Debt (in thousands) | | :-------------------- | :------------ | :-------------------------------------------- | :------------------- | :------------------- | :--------------------------- | | Prosperity Metro Plaza | 51% | $21,142 | 2 | 329,000 | $50,000 | | 1750 H Street, NW | 50% | $14,686 | 1 | 115,000 | $32,000 | | Total | | $35,828 | 3 | 444,000 | $82,000 | - The mortgage debt of unconsolidated joint ventures is non-recourse to OPI39 Note 4. Leases - Rental income from operating leases is recognized on a straight-line basis41 | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Straight line rent adjustments | $3,924 | $3,912 | $13,128 | $12,963 | | Variable payments (incl. reimbursements) | $24,098 | $18,606 | $60,446 | $56,654 | Note 5. Concentration | Tenant Type | % of Annualized Rental Income (Sep 30, 2021) | % of Annualized Rental Income (Sep 30, 2020) | | :-------------------- | :------------------------------------------- | :------------------------------------------- | | U.S. Government | 19.7% | 25.2% | | All Government Tenants | 29.8% | 35.6% | - Geographic concentration: 21.5% of annualized rental income is derived from properties located in the metropolitan Washington, D.C. market area100 - As of September 30, 2021, 52.3% of annualized rental income came from investment-grade rated tenants (or those with investment-grade parent guarantees), with an additional 10.2% from subsidiaries of investment-grade parents without guarantees101 Note 6. Indebtedness | Debt Type | Outstanding Principal (Sep 30, 2021, in thousands) | | :-------------------- | :------------------------------------------- | | Senior unsecured notes | $2,512,000 | | Mortgage notes | $98,604 | - The company has a $750,000 thousand revolving credit facility, with no outstanding amounts as of September 30, 2021, and October 27, 20214748 Senior Unsecured Note Issuances | Issue Date | Amount (in thousands) | Interest Rate | Maturity Date | Net Proceeds (in thousands) | | :--------- | :-------------------- | :------------ | :------------ | :-------------------------- | | May 2021 | $300,000 | 2.650% | June 15, 2026 | $296,826 | | August 2021 | $350,000 | 2.400% | Feb 1, 2027 | $346,630 | | Sept 2021 | $400,000 | 3.450% | Oct 15, 2031 | $395,698 | Senior Unsecured Note Redemptions - Redeemed $310,000 thousand of 5.875% senior unsecured notes due 2046 in June 2021, recognizing an $8,581 thousand loss on early extinguishment of debt53 - Redeemed $300,000 thousand of 4.15% senior unsecured notes due 2022 in September 2021, recognizing a $2,274 thousand loss on early extinguishment of debt54 Mortgage Note Repayment - Prepaid a $71,000 thousand mortgage note in June 2021, resulting in a $3,213 thousand loss on early extinguishment of debt55 Note 7. Fair Value of Assets and Liabilities | Financial Instrument (in thousands) | Carrying Value (Sep 30, 2021) | Fair Value (Sep 30, 2021) | Carrying Value (Dec 31, 2020) | Fair Value (Dec 31, 2020) | | :-------------------------------- | :---------------------------- | :------------------------ | :---------------------------- | :------------------------ | | Senior unsecured notes, total | $2,477,730 (net) | $2,609,692 (est) | $2,033,242 (net) | $2,159,900 (est) | | Mortgage notes payable | $98,460 | $101,351 | $169,729 | $174,952 | - Recorded impairment charges of $10,658 thousand to reduce the carrying value of three properties held for sale to their estimated fair value less costs to sell57 Note 8. Shareholders' Equity - Awarded 3,500 common shares to eight Trustees on June 17, 2021, valued at $29.88 per share61 - Awarded 117,800 common shares to officers and RMR LLC employees on September 15, 2021, valued at $25.42 per share62 - Purchased 25,533 common shares during Q3 2021 and 37,542 shares during the nine months ended September 30, 2021, at weighted average prices of $25.24 and $26.55 per share, respectively, to satisfy tax withholding obligations63 Distributions | Declaration Date | Record Date | Paid Date | Distributions Per Common Share | Total Distributions (in thousands) | | :--------------- | :---------- | :-------- | :----------------------------- | :--------------------------------- | | Jan 14, 2021 | Jan 25, 2021 | Feb 18, 2021 | $0.55 | $26,575 | | April 15, 2021 | April 26, 2021 | May 20, 2021 | $0.55 | $26,575 | | July 15, 2021 | July 26, 2021 | Aug 19, 2021 | $0.55 | $26,584 | | Total (9 months) | | | $1.65 | $79,734 | Note 9. Business and Property Management Agreements with RMR LLC - OPI has no employees and relies on RMR LLC for all management services65 | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net business management fees | $(1,738) | $4,236 | $18,287 | $13,237 | | Net property management & construction supervision fees | $5,519 | $5,189 | $15,045 | $15,381 | - The business management agreement was amended effective August 1, 2021, to replace the SNL U.S. REIT Office Index with the MSCI U.S. REIT/Office REIT Index for incentive management fee calculation67 Note 10. Related Person Transactions - Adam Portnoy, Chair of OPI's Board, is also the controlling shareholder of RMR Inc. (parent of RMR LLC) and a director/controlling shareholder of Sonesta. Other OPI officers are also RMR LLC employees70 Leases with RMR LLC | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Rental income from RMR LLC | $275 | $282 | $850 | $836 | Sonesta - Entered a 30-year lease with Sonesta for a hotel component in a Washington, D.C. redevelopment, with an estimated annual base rent of $6,436 thousand starting Q1 202374 - Estimated total cost to build the hotel space is approximately $66,000 thousand74 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, operating results, performance drivers, and liquidity OVERVIEW The overview details the company's property portfolio, tenant base, and recent acquisition, disposition, and financing activities - OPI is a REIT with 178 wholly-owned properties and interests in two unconsolidated joint ventures, totaling approximately 23,274,000 rentable square feet across 33 states and D.C78 - Weighted average remaining lease term is approximately 6.0 years, with the U.S. government as the largest tenant, representing 19.7% of annualized rental income78 COVID-19 Pandemic - COVID-19 pandemic has not had a significant impact on OPI's business to date79 - Granted $2,483 thousand in temporary rent assistance to 18 tenants (3.3% of annualized rental income), with over 95% of deferred rents collected as of October 26, 202179 Property Operations | Metric | Sep 30, 2021 | Sep 30, 2020 | Change | | :-------------------- | :----------- | :----------- | :----- | | Total rentable square feet | 23,274,000 | 24,909,000 | -6.6% | | Percent leased | 89.0% | 91.2% | -2.2 pp | | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Average effective rental rate per sq ft (All properties) | $28.86 | $25.85 | $27.12 | $25.89 | | Average effective rental rate per sq ft (Comparable properties) | $27.40 | $27.26 | $27.37 | $27.22 | | Leasing Activity (9 Months Ended Sep 30, 2021) | New Leases | Renewals | Total | | :------------------------------------------- | :--------- | :--------- | :---- | | Rentable square feet leased (in thousands) | 576 | 1,206 | 1,782 | | Weighted average rental rate change | 9.8% | 5.3% | 7.0% | | Weighted average lease term (years) | 18.9 | 7.1 | 10.9 | - As of September 30, 2021, 2,317,000 rentable square feet are scheduled to expire through December 31, 2022, with 758,000 square feet expected not to renew93 - Tenants with early termination rights occupy approximately 5.6% of rentable square feet and contribute 5.5% of annualized rental income95 - 14 government tenants (6.0% of rentable square feet, 6.6% of annualized rental income) have termination rights if funding is not appropriated95 Acquisition Activities - Acquired three properties (926,000 rentable square feet) for $576,975 thousand during the nine months ended September 30, 2021104 Disposition Activities - Sold six properties and one warehouse facility (2,565,000 rentable square feet) for $198,415 thousand during the nine months ended September 30, 2021105 - Sold two vacant land parcels for $28,500 thousand in October 2021105 - Agreement to sell five properties for $56,000 thousand is pending; 17 properties (2,161,000 rentable square feet) are currently marketed for sale, expected to generate $200,000 thousand in gross proceeds by mid-2022106 Financing Activities - Engaged in significant debt refinancing, issuing new senior unsecured notes and redeeming existing ones to manage interest rates and maturities108109110111112 Senior Unsecured Note Issuances - Issued $300,000 thousand of 2.650% notes due 2026, $350,000 thousand of 2.400% notes due 2027, and $400,000 thousand of 3.450% notes due 2031108109110 Senior Unsecured Note Redemptions - Redeemed $310,000 thousand of 5.875% senior unsecured notes due 2046 in June 2021111 - Redeemed $300,000 thousand of 4.15% senior unsecured notes due 2022 in September 2021111 Mortgage Note Repayment - Prepaid a $71,000 thousand mortgage note in June 2021112 Segment Information - OPI operates in one business segment: ownership of real estate properties113 RESULTS OF OPERATIONS This section analyzes financial performance for the three and nine months ended September 30, 2021, compared to the prior year Three Months Ended September 30, 2021, Compared to Three Months Ended September 30, 2020 | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | $ Change | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :------- | :------- | | Rental income | $147,572 | $145,806 | $1,766 | 1.2% | | Total expenses | $113,971 | $122,283 | $(8,312) | -6.8% | | Loss on impairment of real estate | $(3) | $2,954 | $(2,957) | -100.1% | | General and administrative | $448 | $7,059 | $(6,611) | -93.7% | | Net income (loss) | $3,712 | $(3,797) | $7,509 | -197.8% | - General and administrative expenses decreased significantly due to a $6,627 thousand reversal of previously accrued estimated business management incentive fees124 - Interest expense decreased due to lower weighted average interest rates incurred on outstanding balances as a result of financing activities since July 1, 2020127 Nine Months Ended September 30, 2021, Compared to Nine Months Ended September 30, 2020 | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | $ Change | % Change | | :-------------------------------- | :-------------------------- | :-------------------------- | :------- | :------- | | Rental income | $429,195 | $441,294 | $(12,099) | -2.7% | | Total operating expenses | $148,138 | $146,511 | $1,627 | 1.1% | | Loss on impairment of real estate | $55,854 | $2,954 | $52,900 | n/m | | General and administrative | $24,690 | $21,372 | $3,318 | 15.5% | | Gain on sale of real estate | $54,154 | $10,822 | $43,332 | n/m | | Interest expense | $(84,728) | $(79,461) | $(5,267) | 6.6% | | Net income (loss) | $(25,125) | $8,342 | $(33,467) | n/m | - Loss on impairment of real estate increased significantly to $55,854 thousand (from $2,954 thousand), including $45,196 thousand related to sold properties and $10,658 thousand for properties held for sale139 - Interest expense increased due to higher average outstanding debt balances from new senior unsecured note issuances, partially offset by lower interest rates on outstanding amounts143 Non-GAAP Financial Measures This section presents and reconciles non-GAAP measures like NOI and FFO used by management to evaluate operating performance Net Operating Income - NOI is a non-GAAP measure used to evaluate property-level performance, excluding depreciation, amortization, impairment, and gains/losses on real estate sales147148 | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (YoY) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (YoY) | | :-------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | NOI | $93,579 | $95,763 | -2.3% | $281,057 | $294,783 | -4.7% | Funds From Operations and Normalized Funds From Operations - FFO and Normalized FFO are non-GAAP measures used to assess operating performance and inform distribution decisions151 | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (YoY) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | FFO | $63,951 | $62,628 | +2.1% | $158,240 | $193,536 | -18.2% | | Normalized FFO | $59,598 | $62,628 | -4.9% | $176,792 | $197,375 | -10.4% | | FFO per common share | $1.33 | $1.30 | +2.3% | $3.28 | $4.02 | -18.4% | | Normalized FFO per common share | $1.24 | $1.30 | -4.6% | $3.67 | $4.10 | -10.5% | LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's ability to meet financial obligations, detailing its sources of cash and capital recycling strategy - Principal sources of funds include operating cash flows, net proceeds from property sales, and borrowings under the $750,000 thousand revolving credit facility154159 - The company expects to accretively grow its portfolio through a capital recycling program, selling properties to fund acquisitions and maintain investment-grade ratings157 Our Operating Liquidity and Resources - Net cash provided by operating activities decreased to $158,682 thousand for the nine months ended September 30, 2021, from $166,098 thousand in the prior year, primarily due to a decline in NOI158 - Declared a regular quarterly cash distribution of $0.55 per common share ($2.20 per common share per year)156 Our Investment and Financing Liquidity and Resources - $750,000 thousand revolving credit facility available for borrowing, with no outstanding amounts as of September 30, 2021, and October 27, 2021160 - The maximum borrowing availability under the revolving credit facility can be increased to up to $1,950,000 thousand in certain circumstances161 - Estimated unspent leasing related obligations of $129,369 thousand as of September 30, 2021, with $69,248 thousand expected to be spent in the next 12 months170 - Redeveloping a property in Washington, D.C., with estimated total project costs of $200,000 thousand and completion in Q1 2023; 54% pre-leased171 Senior Unsecured Note Issuances - Issued $300,000 thousand of 2.650% notes due 2026, $350,000 thousand of 2.400% notes due 2027, and $400,000 thousand of 3.450% notes due 2031163164165 Senior Unsecured Note Redemptions - Redeemed $310,000 thousand of 5.875% senior unsecured notes due 2046 in June 2021166 - Redeemed $300,000 thousand of 4.15% senior unsecured notes due 2022 in September 2021166 Mortgage Note Repayment - Prepaid a $71,000 thousand mortgage note in June 2021167 U.S. Government Funding - U.S. government debt ceiling increased, providing funding until December 3, 2021; future increases are uncertain and could impact rent payments177 Debt Covenants - OPI was in compliance with all debt covenants under its credit agreement and senior unsecured notes indentures as of September 30, 2021178 - Covenants restrict debt incurrence and distributions, and a downgrade in credit rating would increase interest expense and costs under the credit agreement178179 Related Person Transactions - OPI has ongoing relationships and transactions with RMR LLC, RMR Inc., and other related parties, as detailed in Notes 9 and 10181 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the company's exposure to market risks, primarily interest rate fluctuations, and its management strategies - OPI manages interest rate exposure by monitoring financing alternatives, with no material change in strategy since December 31, 2020182 Fixed Rate Debt | Debt Type | Principal Balance (Sep 30, 2021, in thousands) | Annual Interest Rate | | :-------------------- | :------------------------------------------- | :------------------- | | Senior unsecured notes | $2,512,000 | 2.400% - 6.375% | | Mortgage notes | $98,604 | 3.700% - 4.800% | | Total | $2,610,604 | | - A hypothetical one percentage point increase in interest rates would increase annual interest cost by approximately $26,106 thousand if fixed-rate debt were refinanced184 - A hypothetical one percentage point increase in interest rates would decrease the fair value of fixed-rate debt obligations by approximately $119,658 thousand185 Floating Rate Debt - No outstanding floating rate debt as of September 30, 2021189 | Scenario | Outstanding Debt (in thousands) | Annual Interest Expense (in thousands) | Annual Earnings Per Share Impact | | :-------------------------------- | :------------------------------ | :------------------------------------- | :------------------------------- | | Fully drawn revolving credit facility (Sep 30, 2021) | $750,000 | $9,000 (at 1.2%) | $0.19 | | +1% interest rate increase | $750,000 | $16,500 (at 2.2%) | $0.34 | LIBOR Phase Out - LIBOR is expected to be phased out by June 30, 2023, for pre-existing contracts194 - The company expects its revolving credit facility's interest rate determination to be revised to approximate existing LIBOR-based rates, but cannot be sure of the outcome194 Item 4. Controls and Procedures This section confirms management's evaluation of disclosure controls and procedures, concluding they are effective - Disclosure controls and procedures were evaluated and deemed effective as of September 30, 2021195 - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2021196 Warning Concerning Forward-Looking Statements This section cautions that the report contains forward-looking statements and actual results may differ materially due to various risks - The report contains forward-looking statements regarding business aspects like COVID-19 impact, tenant strength, leasing, capital recycling, and financial performance198199 - Actual results may differ materially due to known and unknown risks, uncertainties, and other factors, many of which are beyond the company's control201206 Statement Concerning Limited Liability This statement clarifies that the company's declaration of trust limits the personal liability of its trustees, officers, and agents - The declaration of trust limits personal liability for trustees, officers, shareholders, employees, or agents, directing all claims solely to the assets of Office Properties Income Trust210 PART II. Other Information Item 1A. Risk Factors This section states there have been no material changes to the risk factors previously disclosed in the 2020 Annual Report - No material changes to risk factors from the 2020 Annual Report211 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's purchases of its own equity securities during the quarter to satisfy tax withholding obligations | Calendar Month | Number of Shares Purchased | Average Price Paid per Share | | :------------- | :------------------------- | :--------------------------- | | September 2021 | 25,533 | $25.24 | - Share purchases were made to satisfy tax withholding and payment obligations for share awards to Trustees, officers, and RMR LLC employees212 Item 6. Exhibits This section provides a comprehensive list of all exhibits filed as part of the Form 10-Q - Lists various exhibits, including organizational documents, indentures for senior unsecured notes, management agreements, and certifications213215217 SIGNATURES SIGNATURES This section contains the official signatures of the company's officers, certifying the filing of the report - The report was signed by Christopher J. Bilotto (President and Chief Operating Officer) and Matthew C. Brown (Chief Financial Officer and Treasurer) on October 28, 2021220