SEC Comment Letter for OFFICE PROPERTIES INCOME TRUST (OPI, OPINL) (CIK 0001456772) (OPI) — Apr 16, 2012
OFFICE PROPERTIES INCOME TRUST (OPI, OPINL) (CIK 0001456772)
Date: April 16, 2012 · CIK: 0001456772 · Accession: 0000000000-12-019176
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File numbers found in text: 001-34364
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April 16, 2012
VIA E-Mail
Mr. Mark L. Kleifges Treasurer and Chief Financial Officer Government Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458-1634
Re: Government Properties Income Trust
Form 10-K for the year ended December 31, 2011
Filed on February 23, 2012 File No. 001-34364
Dear Mr. Mark L. Kleifges:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents. In our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011
Property Operations, pages 42 – 43
1. We note you have currently presented statistica l information (i.e. total properties, square
footage, and occupancy) for your properties for the last 2 years. Please expand future
periodic filings to include this information fo r all periods presented. In addition, please
disclose the number of prope rties removed from or added to the comparable property
designation from the prior year and discu ss reasons for the additions or removals.
2. Please expand future periodic filings to disclose average annualized effective rental rate
per square foot for your comparable properties for all periods presented.
Mr. Mark L. Kleifges Government Properties Income Trust April 16, 2012 Page 2
Results of Operations, pages 46 – 50
3. Please revise future periodic filings to clarify what expenses are included in other
operating expenses and general and admini strative expenses. Within your response,
please provide an example of your proposed disclosure.
4. In future periodic filings please reconcile your comparable property results to the
consolidated results. To the extent there are differences beyond non-comparable property
results, please discuss the differen ce and your basis for such difference.
5. We note that much of your fl uctuations within your results of operations are generally
attributed to property acquisiti ons. In future periodic f ilings, for each line item within
your consolidated statements of income, pleas e expand to separately quantify and discuss
the impact of new acquisitions in the current year offset by acquisiti ons in the prior year
where a full year of operations wasn’t achieved until the current year.
We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3629 if you have
any questions.
Sincerely,
/s/ Kevin Woody
K e v i n W o o d y B r a n c h C h i e f