Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 17, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | CORPORATE OFFICE PROPERTIES TRUST | |
Entity Central Index Key | 860546 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 94,537,019 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Corporate Office Properties, L.P. | ||
Entity Information [Line Items] | ||
Entity Registrant Name | CORPORATE OFFICE PROPERTIES, L.P. | |
Entity Central Index Key | 1577966 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Properties, net: | ||
Operating properties, net | $2,888,534 | $2,751,488 |
Projects in development or held for future development | 489,618 | 545,426 |
Total properties, net | 3,378,152 | 3,296,914 |
Assets held for sale, net | 0 | 14,339 |
Cash and cash equivalents | 4,429 | 6,077 |
Restricted cash and marketable securities | 11,445 | 9,069 |
Accounts receivable (net of allowance for doubtful accounts of $784 and $717, respectively) | 33,753 | 26,901 |
Deferred rent receivable (net of allowance of $1,695 and $1,418, respectively) | 98,340 | 95,910 |
Intangible assets on real estate acquisitions, net | 61,477 | 43,854 |
Deferred leasing and financing costs, net | 65,245 | 64,797 |
Investing receivables | 52,814 | 52,147 |
Prepaid expenses and other assets | 71,500 | 60,249 |
Total assets | 3,777,155 | 3,670,257 |
Liabilities: | ||
Debt, net | 1,999,622 | 1,920,057 |
Accounts payable and accrued expenses | 138,214 | 123,035 |
Rents received in advance and security deposits | 31,551 | 31,011 |
Dividends and distributions payable | 30,174 | 29,862 |
Deferred revenue associated with operating leases | 14,697 | 13,031 |
Interest rate derivatives | 4,282 | 1,855 |
Other liabilities | 9,990 | 12,105 |
Total liabilities | 2,228,530 | 2,130,956 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 18,895 | 18,417 |
Corporate Office Properties Trust’s shareholders’ equity: | ||
Preferred Shares of beneficial interest at liquidation preference ($0.01 par value; 25,000,000 shares authorized; issued and outstanding of 7,431,667 at March 31, 2015 and December 31, 2014) | 199,083 | 199,083 |
Common Shares of beneficial interest | 945 | 933 |
Additional paid-in capital | 1,999,708 | 1,969,968 |
Cumulative distributions in excess of net income | -733,459 | -717,264 |
Accumulated other comprehensive loss | -3,947 | -1,297 |
Total Corporate Office Properties Trust’s shareholders’ equity | 1,462,330 | 1,451,423 |
Noncontrolling interests in subsidiaries: | ||
Common units in COPLP | 49,168 | 51,534 |
Preferred units in COPLP | 8,800 | 8,800 |
Other consolidated entities | 9,432 | 9,127 |
Noncontrolling interests in subsidiaries | 67,400 | 69,461 |
Total equity | 1,529,730 | 1,520,884 |
Total liabilities, redeemable noncontrolling interest and equity | 3,777,155 | 3,670,257 |
Corporate Office Properties, L.P. | ||
Properties, net: | ||
Operating properties, net | 2,888,534 | 2,751,488 |
Projects in development or held for future development | 489,618 | 545,426 |
Total properties, net | 3,378,152 | 3,296,914 |
Assets held for sale, net | 0 | 14,339 |
Cash and cash equivalents | 4,429 | 6,077 |
Restricted cash and marketable securities | 5,509 | 3,187 |
Accounts receivable (net of allowance for doubtful accounts of $784 and $717, respectively) | 33,753 | 26,901 |
Deferred rent receivable (net of allowance of $1,695 and $1,418, respectively) | 98,340 | 95,910 |
Intangible assets on real estate acquisitions, net | 61,477 | 43,854 |
Deferred leasing and financing costs, net | 65,245 | 64,797 |
Investing receivables | 52,814 | 52,147 |
Prepaid expenses and other assets | 71,500 | 60,249 |
Total assets | 3,771,219 | 3,664,375 |
Liabilities: | ||
Debt, net | 1,999,622 | 1,920,057 |
Accounts payable and accrued expenses | 138,214 | 123,035 |
Rents received in advance and security deposits | 31,551 | 31,011 |
Dividends and distributions payable | 30,174 | 29,862 |
Deferred revenue associated with operating leases | 14,697 | 13,031 |
Interest rate derivatives | 4,282 | 1,855 |
Other liabilities | 4,054 | 6,223 |
Total liabilities | 2,222,594 | 2,125,074 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 18,895 | 18,417 |
Corporate Office Properties Trust’s shareholders’ equity: | ||
Common Shares of beneficial interest | 1,316,514 | 1,305,219 |
Accumulated other comprehensive loss | -4,137 | -1,381 |
Total Corporate Office Properties Trust’s shareholders’ equity | 1,520,260 | 1,511,721 |
Noncontrolling interests in subsidiaries: | ||
Noncontrolling interests in subsidiaries | 9,470 | 9,163 |
Total equity | 1,529,730 | 1,520,884 |
Total liabilities, redeemable noncontrolling interest and equity | 3,771,219 | 3,664,375 |
General Partner | Corporate Office Properties, L.P. | ||
Corporate Office Properties Trust’s shareholders’ equity: | ||
Preferred partners' capital accounts | 199,083 | 199,083 |
Limited Partner | Corporate Office Properties, L.P. | ||
Corporate Office Properties Trust’s shareholders’ equity: | ||
Preferred partners' capital accounts | $8,800 | $8,800 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts - AR | $784 | $717 |
Allowance - Deferred rent receivable | 1,695 | 1,418 |
Preferred Shares of beneficial interest, par value (in dollars per share) | $0.01 | $0.01 |
Preferred Shares of beneficial interest, shares authorized | 25,000,000 | 25,000,000 |
Preferred Shares of beneficial interest, shares issued | 7,431,667 | 7,431,667 |
Preferred Shares of beneficial interest, shares outstanding | 7,431,667 | 7,431,667 |
Common Shares of beneficial interest, par value (in dollars per share) | $0.01 | $0.01 |
Common Shares of beneficial interest, shares authorized | 125,000,000 | 125,000,000 |
Common Stock, Shares, Issued | 94,536,269 | 93,255,284 |
Common Shares of beneficial interest, shares outstanding | 94,536,269 | 93,255,284 |
Corporate Office Properties, L.P. | ||
Allowance for doubtful accounts - AR | 784 | 717 |
Allowance - Deferred rent receivable | $1,695 | $1,418 |
Corporate Office Properties, L.P. | General Partner | ||
Common Shares of beneficial interest, shares outstanding | 94,536,269 | 93,255,284 |
Preferred Units, Outstanding | 7,431,667 | 7,431,667 |
Corporate Office Properties, L.P. | Limited Partner | ||
Common Shares of beneficial interest, shares outstanding | 3,679,551 | 3,837,551 |
Preferred Units, Outstanding | 352,000 | 352,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues | ||||
Rental revenue | $98,238 | $98,035 | ||
Tenant recoveries and other real estate operations revenue | 24,472 | 26,842 | ||
Construction contract and other service revenues | 38,324 | 21,790 | ||
Total revenues | 161,034 | 146,667 | ||
Expenses | ||||
Property operating expenses | 50,681 | 49,772 | ||
Depreciation and amortization associated with real estate operations | 31,599 | 43,596 | ||
Construction contract and other service expenses | 37,498 | 18,624 | ||
General, administrative and leasing expenses | 7,891 | 8,143 | ||
Business development expenses and land carry costs | 2,790 | 1,326 | ||
Total operating expenses | 130,459 | 121,461 | ||
Operating income | 30,575 | 25,206 | ||
Interest expense | -20,838 | -20,827 | ||
Interest and other income | 1,283 | 1,285 | ||
Loss on early extinguishment of debt | -3 | 0 | ||
Income from continuing operations before equity in income of unconsolidated entities and income taxes | 11,017 | 5,664 | ||
Equity in income of unconsolidated entities | 25 | 60 | ||
Income tax expense | -55 | -64 | ||
Income from continuing operations | 10,987 | 5,660 | ||
Discontinued operations | -238 | 11 | ||
Income before gain on sales of real estate | 10,749 | 5,671 | ||
Gain on sales of real estate | 3,986 | 0 | ||
Net income | 14,735 | 5,671 | ||
Net income attributable to noncontrolling interests: | ||||
Common units in COPLP | -398 | -16 | ||
Preferred units in COPLP | -165 | -165 | ||
Other consolidated entities | -817 | -749 | ||
Net income attributable to COPT | 13,355 | 4,741 | ||
Preferred share/unit dividends/distributions | -3,552 | -4,490 | ||
Net income attributable to COPT common shareholders | 9,803 | 251 | ||
Net income attributable to COPT: | ||||
Income from continuing operations | 13,581 | 4,728 | ||
Discontinued operations, net | -226 | 13 | ||
Net income attributable to COPT | 13,355 | 4,741 | ||
Basic earnings per common share | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Discontinued operations (in dollars per share/unit) | $0 | [1] | $0 | [1] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Diluted earnings per common share | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Discontinued operations (in dollars per share/unit) | $0 | [1] | $0 | [1] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Dividends declared per common share/unit | $0.28 | $0.28 | ||
Corporate Office Properties, L.P. | ||||
Revenues | ||||
Rental revenue | 98,238 | 98,035 | ||
Tenant recoveries and other real estate operations revenue | 24,472 | 26,842 | ||
Construction contract and other service revenues | 38,324 | 21,790 | ||
Total revenues | 161,034 | 146,667 | ||
Expenses | ||||
Property operating expenses | 50,681 | 49,772 | ||
Depreciation and amortization associated with real estate operations | 31,599 | 43,596 | ||
Construction contract and other service expenses | 37,498 | 18,624 | ||
General, administrative and leasing expenses | 7,891 | 8,143 | ||
Business development expenses and land carry costs | 2,790 | 1,326 | ||
Total operating expenses | 130,459 | 121,461 | ||
Operating income | 30,575 | 25,206 | ||
Interest expense | -20,838 | -20,827 | ||
Interest and other income | 1,283 | 1,285 | ||
Loss on early extinguishment of debt | -3 | 0 | ||
Income from continuing operations before equity in income of unconsolidated entities and income taxes | 11,017 | 5,664 | ||
Equity in income of unconsolidated entities | 25 | 60 | ||
Income tax expense | -55 | -64 | ||
Income from continuing operations | 10,987 | 5,660 | ||
Discontinued operations | -238 | 11 | ||
Income before gain on sales of real estate | 10,749 | 5,671 | ||
Gain on sales of real estate | 3,986 | 0 | ||
Net income | 14,735 | 5,671 | ||
Net income attributable to noncontrolling interests: | ||||
Net income attributable to noncontrolling interests in consolidated entities | -818 | -737 | ||
Net income attributable to COPT | 13,917 | 4,934 | ||
Preferred share/unit dividends/distributions | -3,717 | -4,655 | ||
Net income attributable to COPT common shareholders | 10,200 | 279 | ||
Net income attributable to COPT: | ||||
Income from continuing operations | 14,152 | 4,921 | ||
Discontinued operations, net | -235 | 13 | ||
Net income attributable to COPT | $13,917 | $4,934 | ||
Basic earnings per common share | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Discontinued operations (in dollars per share/unit) | $0 | [2] | $0 | [2] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Diluted earnings per common share | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Discontinued operations (in dollars per share/unit) | $0 | [2] | $0 | [2] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Dividends declared per common share/unit | $0.28 | $0.28 | ||
[1] | Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office Properties Trust. | |||
[2] | Basic and diluted earnings per common unit are calculated based on amounts attributable to common unitholders of Corporate Office Properties, L.P. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income | $14,735 | $5,671 |
Other comprehensive loss | ||
Unrealized losses on interest rate derivatives | -3,474 | -2,123 |
Other comprehensive loss | -2,701 | -1,428 |
Comprehensive income | 12,034 | 4,243 |
Comprehensive income attributable to noncontrolling interests | -1,329 | -911 |
Comprehensive income attributable to COPT | 10,705 | 3,332 |
Interest Expense [Member] | ||
Other comprehensive loss | ||
Losses on interest rate derivatives included in interest expense | 773 | 695 |
Corporate Office Properties, L.P. | ||
Net income | 14,735 | 5,671 |
Other comprehensive loss | ||
Unrealized losses on interest rate derivatives | -3,474 | -2,123 |
Other comprehensive loss | -2,701 | -1,428 |
Comprehensive income | 12,034 | 4,243 |
Comprehensive income attributable to noncontrolling interests | -873 | -782 |
Comprehensive income attributable to COPT | 11,161 | 3,461 |
Corporate Office Properties, L.P. | Interest Expense [Member] | ||
Other comprehensive loss | ||
Losses on interest rate derivatives included in interest expense | $773 | $695 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Cumulative Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. | Corporate Office Properties, L.P. |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Shares | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Limited Partner | Limited Partner | General Partner | General Partner |
USD ($) | USD ($) | USD ($) | Preferred Shares | Preferred Shares | |||||||||||
USD ($) | USD ($) | ||||||||||||||
Balance (COPT: 87,394,512 shares and 93,255,284 shares as of December 31, 2013 and 2014, respectively) at Dec. 31, 2013 | $1,497,249 | $249,083 | $874 | $1,814,015 | ($641,868) | $3,480 | $71,665 | $1,497,249 | $1,226,318 | $3,605 | $9,443 | $8,800 | $249,083 | ||
Balance (in units/ shares) at Dec. 31, 2013 | 87,394,512 | 91,372,212 | |||||||||||||
Balance (preferred units) at Dec. 31, 2013 | 352,000 | 9,431,667 | |||||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||||
Conversion of common units to common shares (COPT: 48,498 shares and 158,000 shares for the three months ended March 31, 2014 and 2015, respectively) | 0 | 0 | 651 | -651 | |||||||||||
Exercise of share options (in units/shares) | 26,614 | 26,614 | |||||||||||||
Exercise of share options (COPT: 26,614 shares and 70,374 shares for the three months ended March 31, 2014 and 2015, respectively) | 568 | 568 | 568 | 568 | |||||||||||
Share-based compensation issuance, net of redemptions (in units/shares) | 125,307 | 125,307 | |||||||||||||
Share-based compensation issuance, net of redemptions (COPT: 125,307 and 162,370 shares issued, net of redemptions for the three months ended March 31, 2014 and 2015, respectively) | 1,856 | 2 | 1,854 | 1,856 | 1,856 | ||||||||||
Redemption of vested equity awards (in units/shares) | 0 | ||||||||||||||
Redemption of vested equity awards | -1,092 | -1,092 | -1,092 | -1,092 | |||||||||||
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP | 0 | -69 | 69 | ||||||||||||
Comprehensive income | 3,741 | 4,741 | -1,408 | 408 | 3,741 | 279 | -1,472 | 279 | 165 | 4,490 | |||||
Dividends / Distributions to owners of common and preferred units | -28,581 | -28,581 | -29,827 | -25,172 | -165 | -4,490 | |||||||||
Distributions to owners of common and preferred units in COPLP | -1,246 | -1,246 | |||||||||||||
Adjustment to arrive at fair value of redeemable noncontrolling interest | 540 | 540 | 540 | 540 | |||||||||||
Balance (COPT: 87,594,931 shares and 94,536,269 shares as of March 31, 2014 and 2015, respectively) at Mar. 31, 2014 | 1,473,035 | 249,083 | 876 | 1,816,467 | -665,708 | 2,072 | 70,245 | 1,473,035 | 1,203,297 | 2,133 | 9,722 | 8,800 | 249,083 | ||
Balance (in units/ shares) at Mar. 31, 2014 | 87,594,931 | 91,524,133 | |||||||||||||
Balance (preferred units) at Mar. 31, 2014 | 352,000 | 9,431,667 | |||||||||||||
Balance (COPT: 87,394,512 shares and 93,255,284 shares as of December 31, 2013 and 2014, respectively) at Dec. 31, 2014 | 1,520,884 | 199,083 | 933 | 1,969,968 | -717,264 | -1,297 | 69,461 | 1,520,884 | 1,305,219 | -1,381 | 9,163 | 8,800 | 199,083 | ||
Balance (in units/ shares) at Dec. 31, 2014 | 93,255,284 | 97,092,835 | 3,837,551 | 93,255,284 | |||||||||||
Balance (preferred units) at Dec. 31, 2014 | 352,000 | 352,000 | 7,431,667 | 7,431,667 | |||||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||||||||
Conversion of common units to common shares (COPT: 48,498 shares and 158,000 shares for the three months ended March 31, 2014 and 2015, respectively) | 0 | 2 | 2,120 | -2,122 | |||||||||||
Issuance of common units resulting from common shares issued under at-the-market program (in units) | 890,241 | ||||||||||||||
Issuance of common units resulting from common shares issued under at-the-market program (COPT: 890,241 shares for the three months ended March 31, 2015) | 26,535 | 9 | 26,526 | 26,535 | 26,535 | ||||||||||
Exercise of share options (in units/shares) | 70,374 | 70,374 | |||||||||||||
Exercise of share options (COPT: 26,614 shares and 70,374 shares for the three months ended March 31, 2014 and 2015, respectively) | 1,845 | 1,845 | 1,845 | 1,845 | |||||||||||
Share-based compensation issuance, net of redemptions (in units/shares) | 162,370 | 162,370 | |||||||||||||
Share-based compensation issuance, net of redemptions (COPT: 125,307 and 162,370 shares issued, net of redemptions for the three months ended March 31, 2014 and 2015, respectively) | 1,829 | 1 | 1,828 | 1,829 | 1,829 | ||||||||||
Redemption of vested equity awards (in units/shares) | 0 | ||||||||||||||
Redemption of vested equity awards | -2,031 | -2,031 | -2,031 | -2,031 | |||||||||||
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP | 0 | -475 | 475 | ||||||||||||
Comprehensive income | 11,472 | 13,355 | -2,650 | 767 | 11,472 | 10,200 | -2,756 | 311 | 165 | 3,552 | |||||
Dividends / Distributions to owners of common and preferred units | -29,550 | -29,550 | -30,727 | -27,010 | -165 | -3,552 | |||||||||
Distributions to owners of common and preferred units in COPLP | -1,177 | -1,177 | |||||||||||||
Distributions to noncontrolling interests in subsidiaries | -4 | -4 | -4 | -4 | |||||||||||
Adjustment to arrive at fair value of redeemable noncontrolling interest | -73 | -73 | -73 | -73 | |||||||||||
Balance (COPT: 87,594,931 shares and 94,536,269 shares as of March 31, 2014 and 2015, respectively) at Mar. 31, 2015 | $1,529,730 | $199,083 | $945 | $1,999,708 | ($733,459) | ($3,947) | $67,400 | $1,529,730 | $1,316,514 | ($4,137) | $9,470 | $8,800 | $199,083 | ||
Balance (in units/ shares) at Mar. 31, 2015 | 94,536,269 | 98,215,820 | 3,679,551 | 94,536,269 | |||||||||||
Balance (preferred units) at Mar. 31, 2015 | 352,000 | 352,000 | 7,431,667 | 7,431,667 |
Consolidated_Statements_of_Equ1
Consolidated Statements of Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2015 | |
Balance (in units/ shares) | 94,536,269 |
Conversion of common units to common shares (in units/ shares) | 158,000 |
Exercise of share options (in units/shares) | 70,374 |
Share-based compensation issuance, net of redemptions (in units/shares) | 162,370 |
Common Shares | |
Shares issued to the public (in units/ shares) | 890,241 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Revenues from real estate operations received | $117,521 | $116,386 |
Construction contract and other service revenues received | 19,968 | 17,289 |
Property operating expenses paid | -42,768 | -42,739 |
Construction contract and other service expenses paid | -27,853 | -11,397 |
General, administrative, leasing, business development and land carry costs paid | -12,728 | -9,906 |
Interest expense paid | -12,795 | -18,403 |
Payments in connection with early extinguishment of debt | -3 | -101 |
Interest and other income received | 556 | 217 |
Income taxes (paid) refunded | -8 | 192 |
Net cash provided by operating activities | 41,890 | 51,538 |
Cash flows from investing activities | ||
Acquisitions of operating properties | -56,622 | 0 |
Construction, development and redevelopment | -62,057 | -42,625 |
Tenant improvements on operating properties | -5,520 | -4,357 |
Other capital improvements on operating properties | -3,720 | -9,115 |
Proceeds from dispositions of properties | 17,424 | 220 |
Leasing costs paid | -1,935 | -4,422 |
Increase in prepaid expenses and other assets associated with investing activities | -5,782 | -450 |
Other | -174 | -106 |
Net cash used in investing activities | -118,386 | -60,855 |
Proceeds from debt | ||
Revolving Credit Facility | 150,000 | 0 |
Other debt proceeds | 0 | 5,700 |
Repayments of debt | ||
Revolving Credit Facility | -69,000 | 0 |
Scheduled principal amortization | -1,649 | -1,855 |
Other debt repayments | -50 | -50 |
Net proceeds from issuance of common shares/units | 28,404 | 568 |
Common share/unit dividends/distributions paid | -25,646 | -24,036 |
Preferred share/unit dividends/distributions paid | -3,552 | -4,490 |
Distributions paid to noncontrolling interests in COPLP | -1,217 | -1,253 |
Redemption of vested equity awards | -2,031 | -1,092 |
Other | -411 | -174 |
Net cash provided by (used in) financing activities | 74,848 | -26,682 |
Net decrease in cash and cash equivalents | -1,648 | -35,999 |
Cash and cash equivalents | ||
Beginning of period | 6,077 | 54,373 |
End of period | 4,429 | 18,374 |
Reconciliation of net income to net cash provided by operating activities: | ||
Net income | 14,735 | 5,671 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and other amortization | 32,091 | 44,101 |
Impairment losses | 233 | 1 |
Amortization of deferred financing costs | 990 | 1,167 |
(Increase) decrease in deferred rent receivable | -1,746 | 398 |
Amortization of net debt discounts | 264 | 171 |
(Gain) loss on sales of real estate | -3,986 | 4 |
Share-based compensation | 1,552 | 1,555 |
Loss on early extinguishment of debt | 0 | -78 |
Other | -640 | -1,032 |
Operating changes in assets and liabilities: | ||
Increase in accounts receivable | -6,918 | -1,769 |
(Increase) decrease in restricted cash and marketable securities | -1,577 | 283 |
Increase in prepaid expenses and other assets | -6,352 | -494 |
Increase in accounts payable, accrued expenses and other liabilities | 12,704 | 4,785 |
Increase (decrease) in rents received in advance and security deposits | 540 | -3,225 |
Net cash provided by operating activities | 41,890 | 51,538 |
Supplemental schedule of non-cash investing and financing activities: | ||
Decrease in accrued capital improvements, leasing and other investing activity costs | -3,897 | -7,985 |
Liabilities assumed on acquisition of operating properties | 5,265 | 0 |
Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests | -2,701 | -1,443 |
Dividends/distributions payable | 30,174 | 29,122 |
Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares | 2,122 | 651 |
Adjustments to noncontrolling interests resulting from changes in COPLP ownership | 475 | 69 |
Increase (decrease) in redeemable noncontrolling interest and decrease (increase) in equity to carry redeemable noncontrolling interest at fair value | 73 | -540 |
Corporate Office Properties, L.P. | ||
Cash flows from operating activities | ||
Revenues from real estate operations received | 117,521 | 116,386 |
Construction contract and other service revenues received | 19,968 | 17,289 |
Property operating expenses paid | -42,768 | -42,739 |
Construction contract and other service expenses paid | -27,853 | -11,397 |
General, administrative, leasing, business development and land carry costs paid | -12,728 | -9,906 |
Interest expense paid | -12,795 | -18,403 |
Payments in connection with early extinguishment of debt | -3 | -101 |
Interest and other income received | 556 | 217 |
Income taxes (paid) refunded | -8 | 192 |
Net cash provided by operating activities | 41,890 | 51,538 |
Cash flows from investing activities | ||
Acquisitions of operating properties | -56,622 | 0 |
Construction, development and redevelopment | -62,057 | -42,625 |
Tenant improvements on operating properties | -5,520 | -4,357 |
Other capital improvements on operating properties | -3,720 | -9,115 |
Proceeds from dispositions of properties | 17,424 | 220 |
Leasing costs paid | -1,935 | -4,422 |
Increase in prepaid expenses and other assets associated with investing activities | -5,782 | -450 |
Other | -174 | -106 |
Net cash used in investing activities | -118,386 | -60,855 |
Proceeds from debt | ||
Revolving Credit Facility | 150,000 | 0 |
Other debt proceeds | 0 | 5,700 |
Repayments of debt | ||
Revolving Credit Facility | -69,000 | 0 |
Scheduled principal amortization | -1,649 | -1,855 |
Other debt repayments | -50 | -50 |
Net proceeds from issuance of common shares/units | 28,404 | 568 |
Common share/unit dividends/distributions paid | -26,698 | -25,124 |
Preferred share/unit dividends/distributions paid | -3,717 | -4,655 |
Redemption of vested equity awards | -2,031 | -1,092 |
Other | -411 | -174 |
Net cash provided by (used in) financing activities | 74,848 | -26,682 |
Net decrease in cash and cash equivalents | -1,648 | -35,999 |
Cash and cash equivalents | ||
Beginning of period | 6,077 | 54,373 |
End of period | 4,429 | 18,374 |
Reconciliation of net income to net cash provided by operating activities: | ||
Net income | 14,735 | 5,671 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and other amortization | 32,091 | 44,101 |
Impairment losses | 233 | 1 |
Amortization of deferred financing costs | 990 | 1,167 |
(Increase) decrease in deferred rent receivable | -1,746 | 398 |
Amortization of net debt discounts | 264 | 171 |
(Gain) loss on sales of real estate | -3,986 | 4 |
Share-based compensation | 1,552 | 1,555 |
Loss on early extinguishment of debt | 0 | -78 |
Other | -640 | -1,032 |
Operating changes in assets and liabilities: | ||
Increase in accounts receivable | -6,918 | -1,769 |
(Increase) decrease in restricted cash and marketable securities | -1,523 | 381 |
Increase in prepaid expenses and other assets | -6,352 | -494 |
Increase in accounts payable, accrued expenses and other liabilities | 12,650 | 4,687 |
Increase (decrease) in rents received in advance and security deposits | 540 | -3,225 |
Net cash provided by operating activities | 41,890 | 51,538 |
Supplemental schedule of non-cash investing and financing activities: | ||
Decrease in accrued capital improvements, leasing and other investing activity costs | -3,897 | -7,985 |
Liabilities assumed on acquisition of operating properties | 5,265 | 0 |
Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests | -2,701 | -1,443 |
Dividends/distributions payable | 30,174 | 29,122 |
Increase (decrease) in redeemable noncontrolling interest and decrease (increase) in equity to carry redeemable noncontrolling interest at fair value | $73 | ($540) |
Organization
Organization | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | Organization | |
Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) is a fully-integrated and self-managed real estate investment trust (“REIT”). Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the “Operating Partnership”) is the entity through which COPT, the sole general partner of COPLP, conducts almost all of its operations and owns almost all of its assets. Unless otherwise expressly stated or the context otherwise requires, “we”, “us” and “our” as used herein refer to each of the Company and the Operating Partnership. We focus primarily on serving the specialized requirements of United States Government agencies and their contractors, most of whom are engaged in national security and information technology related activities. We generally acquire, develop, manage and lease office and data center properties concentrated in large office parks located near knowledge-based government demand drivers and/or in targeted markets or submarkets in the Greater Washington, DC/Baltimore region. As of March 31, 2015, our properties included the following: | ||
• | 178 operating office properties totaling 17.7 million square feet (excluding two properties serving as collateral for a nonrecourse mortgage loan in default, as discussed further in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Quarterly Report on Form 10-Q); | |
• | 12 office properties under, or contractually committed for, construction or redevelopment that we estimate will total approximately 1.4 million square feet upon completion, including one partially operational property included above; | |
• | 1,402 acres of land we control that we believe are potentially developable into approximately 17.6 million square feet; and | |
• | a partially operational, wholesale data center which upon completion and stabilization is expected to have a critical load of 19.25 megawatts. | |
COPLP owns real estate both directly and through subsidiary partnerships and limited liability companies (“LLCs”). In addition to owning real estate, COPLP also owns subsidiaries that provide real estate services such as property management and construction and development services primarily for our properties but also for third parties. Some of these services are performed by a taxable REIT subsidiary (“TRS”). | ||
Equity interests in COPLP are in the form of common and preferred units. As of March 31, 2015, COPT owned 96.3% of the outstanding COPLP common units (“common units”) and 95.5% of the outstanding COPLP preferred units (“preferred units”); the remaining common and preferred units in COPLP were owned by third parties. Common units in COPLP not owned by COPT carry certain redemption rights. The number of common units in COPLP owned by COPT is equivalent to the number of outstanding common shares of beneficial interest (“common shares”) of COPT, and the entitlement of all COPLP common units to quarterly distributions and payments in liquidation is substantially the same as those of COPT common shareholders. Similarly, in the case of each series of preferred units in COPLP held by COPT, there is a series of preferred shares of beneficial interest (“preferred shares”) in COPT that is equivalent in number and carries substantially the same terms as such series of COPLP preferred units. COPT’s common shares are publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “OFC”. | ||
Because COPLP is managed by COPT, and COPT conducts substantially all of its operations through COPLP, we refer to COPT’s executive officers as COPLP’s executive officers, and although, as a partnership, COPLP does not have a board of trustees, we refer to COPT’s Board of Trustees as COPLP’s Board of Trustees. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
Basis of Presentation | |
The COPT consolidated financial statements include the accounts of COPT, the Operating Partnership, their subsidiaries and other entities in which COPT has a majority voting interest and control. The COPLP consolidated financial statements include the accounts of COPLP, its subsidiaries and other entities in which COPLP has a majority voting interest and control. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities. We eliminate all significant intercompany balances and transactions in consolidation. | |
We use the equity method of accounting when we own an interest in an entity and can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. | |
These interim financial statements should be read together with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2014 included in our 2014 Annual Report on Form 10-K. The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly present our financial position and results of operations. All adjustments are of a normal recurring nature. The consolidated financial statements have been prepared using the accounting policies described in our 2014 Annual Report on Form 10-K. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning January 1, 2017, using one of two methods: retrospective restatement for each reporting period presented at the time of adoption, or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. We are currently assessing the financial impact of this guidance on our consolidated financial statements. | |
In January 2015, the FASB issued guidance regarding the presentation of extraordinary and unusual items in statements of operations. This guidance eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. This guidance is effective for periods beginning after December 15, 2015. We expect that the application of this guidance will have no effect on our reported consolidated financial statements. | |
In February 2015, the FASB issued guidance regarding amendments to the consolidation analysis. This guidance amends the criteria for determining which entities are considered variable interest entities (“VIE”), amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. This guidance is effective for annual periods, and interim periods therein, beginning after December 15, 2015. We are currently assessing the financial impact of this guidance on our consolidated financial statements. | |
In April 2015, the FASB issued guidance that changes the presentation of debt issuance costs in financial statements. This guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. This guidance is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. This guidance will be applied retrospectively to each prior period presented. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||
For a description on how we estimate fair value, see Note 3 to the consolidated financial statements in our 2014 Annual Report on Form 10-K. | |||||||||||||||||
Recurring Fair Value Measurements | |||||||||||||||||
Our partner in a real estate joint venture has the right to require us to acquire its interest at fair value beginning in March 2020; accordingly, we classify the fair value of our partner’s interest as a redeemable noncontrolling interest in the mezzanine section of our consolidated balance sheet. In determining the fair value of our partner’s interest as of March 31, 2015, we used a discount rate of 15.5% which factored in risk appropriate to the level of future property development expected to be undertaken by the joint venture. A significant increase (decrease) in the discount rate used in determining the fair value would result in a significantly (lower) higher fair value. Given our reliance on the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy. | |||||||||||||||||
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding investing receivables) and accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturities of these instruments. As discussed in Note 7, we estimated the fair values of our investing receivables based on the discounted estimated future cash flows of the loans (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments. For our disclosure of debt fair values in Note 9, we estimated the fair value of our unsecured senior notes and exchangeable senior notes based on quoted market rates for publicly-traded debt (categorized within Level 2 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments include scheduled principal and interest payments. Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible and may not be a prudent management decision. | |||||||||||||||||
For additional fair value information, please refer to Note 7 for investing receivables, Note 9 for debt and Note 10 for interest rate derivatives. | |||||||||||||||||
COPT and Subsidiaries | |||||||||||||||||
The table below sets forth financial assets and liabilities of COPT and its subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2015 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands): | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | |||||||||||||||
Identical Assets(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Marketable securities in deferred compensation plan (1) | |||||||||||||||||
Mutual funds | $ | 5,826 | $ | — | $ | — | $ | 5,826 | |||||||||
Other | 110 | — | — | 110 | |||||||||||||
Warrants to purchase common stock (2) | — | 89 | — | 89 | |||||||||||||
Total assets | $ | 5,936 | $ | 89 | $ | — | $ | 6,025 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation plan liability (3) | $ | — | $ | 5,936 | $ | — | $ | 5,936 | |||||||||
Interest rate derivatives | — | 4,282 | — | 4,282 | |||||||||||||
Total liabilities | $ | — | $ | 10,218 | $ | — | $ | 10,218 | |||||||||
Redeemable noncontrolling interest | $ | — | $ | — | $ | 18,895 | $ | 18,895 | |||||||||
(1) Included in the line entitled “restricted cash and marketable securities” on COPT’s consolidated balance sheet. | |||||||||||||||||
(2) Included in the line entitled “prepaid expenses and other assets” on COPT’s consolidated balance sheet. | |||||||||||||||||
(3) Included in the line entitled “other liabilities” on COPT’s consolidated balance sheet. | |||||||||||||||||
COPLP and Subsidiaries | |||||||||||||||||
The table below sets forth financial assets and liabilities of COPLP and its subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2015 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands): | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | |||||||||||||||
Identical Assets(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Warrants to purchase common stock (1) | $ | — | $ | 89 | $ | — | $ | 89 | |||||||||
Liabilities: | |||||||||||||||||
Interest rate derivatives | $ | — | $ | 4,282 | $ | — | $ | 4,282 | |||||||||
Redeemable noncontrolling interest | $ | — | $ | — | $ | 18,895 | $ | 18,895 | |||||||||
(1) Included in the line entitled “prepaid expenses and other assets” on COPLP’s consolidated balance sheet. |
Properties_net
Properties, net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Properties, net | Properties, Net | |||||||
Operating properties, net consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 455,639 | $ | 439,355 | ||||
Buildings and improvements | 3,157,434 | 3,015,216 | ||||||
Less: Accumulated depreciation | (724,539 | ) | (703,083 | ) | ||||
Operating properties, net | $ | 2,888,534 | $ | 2,751,488 | ||||
During the three months ended March 31, 2014, we recognized $12.9 million in additional depreciation expense resulting from our revision of the useful life of a property in Greater Philadelphia, Pennsylvania (“Greater Philadelphia”) that was removed from service for redevelopment. | ||||||||
Projects in development or held for future development consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 219,852 | $ | 214,977 | ||||
Construction in progress, excluding land | 269,766 | 330,449 | ||||||
Projects in development or held for future development | $ | 489,618 | $ | 545,426 | ||||
As of December 31, 2014, we had two land parcels in the Greater Baltimore region classified as held for sale with a cost basis of $14.3 million that were sold during the three months ended March 31, 2015. | ||||||||
2015 Acquisition | ||||||||
On March 19, 2015, we acquired 250 W. Pratt Street, a 367,000 square foot office property in Baltimore, Maryland that was 96.2% leased, for $61.9 million. The table below sets forth the allocation of the acquisition costs of this property (in thousands): | ||||||||
Land, operating properties | $ | 8,057 | ||||||
Building and improvements | 34,740 | |||||||
Intangible assets on real estate acquisitions | 20,183 | |||||||
Total assets | 62,980 | |||||||
Below-market leases | (1,093 | ) | ||||||
Total acquisition cost | $ | 61,887 | ||||||
Intangible assets recorded in connection with the above acquisition included the following (dollars in thousands): | ||||||||
Weighted Average Amortization Period (in Years) | ||||||||
Tenant relationship value | $ | 7,252 | 11 | |||||
In-place lease value | 10,218 | 7 | ||||||
Above-market leases | 2,713 | 4 | ||||||
$ | 20,183 | 8 | ||||||
We expensed $1.0 million in operating property acquisition costs during the three months ended March 31, 2015 that are included in business development expenses and land carry costs on our consolidated statements of operations. | ||||||||
2015 Dispositions | ||||||||
We sold land in the three months ended March 31, 2015 for $18.1 million and recognized gains of $4.0 million on the sales. | ||||||||
2015 Construction Activities | ||||||||
During the three months ended March 31, 2015, we placed into service an aggregate of 440,000 square feet in three newly constructed office properties located in Northern Virginia and San Antonio, Texas (“San Antonio”), and 111,000 square feet of a property undergoing redevelopment in Greater Philadelphia. As of March 31, 2015, we had seven office properties under construction, or for which we were contractually committed to construct, that we estimate will total 1.1 million square feet upon completion, including four in Northern Virginia, two in the Baltimore/Washington Corridor and one in Huntsville, Alabama (“Huntsville”). We also had five office properties under redevelopment (including one partially operational property) that we estimate will total 344,000 square feet upon completion, including three in the Baltimore/Washington Corridor, one in Greater Philadelphia and one in St. Mary’s County, Maryland. |
Real_Estate_Joint_Ventures
Real Estate Joint Ventures | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||
Real Estate Joint Ventures | Real Estate Joint Ventures | ||||||||||||||||||
The table below sets forth information pertaining to our investments in consolidated real estate joint ventures as of March 31, 2015 (dollars in thousands): | |||||||||||||||||||
Nominal | |||||||||||||||||||
Ownership | March 31, 2015 | -1 | |||||||||||||||||
Date | % as of | Total | Encumbered | Total | |||||||||||||||
Acquired | 3/31/15 | Nature of Activity | Assets | Assets | Liabilities | ||||||||||||||
LW Redstone Company, LLC | 3/23/10 | 85% | Operates four buildings and developing others (2) | $ | 149,098 | $ | 65,934 | $ | 43,314 | ||||||||||
M Square Associates, LLC | 6/26/07 | 50% | Operates two buildings and developing others (3) | 59,671 | 48,480 | 38,700 | |||||||||||||
$ | 208,769 | $ | 114,414 | $ | 82,014 | ||||||||||||||
-1 | Excludes amounts eliminated in consolidation. | ||||||||||||||||||
-2 | This joint venture’s properties are in Huntsville, Alabama. | ||||||||||||||||||
-3 | This joint venture’s properties are in College Park, Maryland (in the Baltimore/Washington Corridor). |
Intangible_Assets_on_Real_Esta
Intangible Assets on Real Estate Acquisitions | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Intangible Assets on Real Estate Acquisitions [Abstract] | |||||||||||||||||||||||||
Intangible Assets on Real Estate Acquisition | Intangible Assets on Real Estate Acquisitions, Net | ||||||||||||||||||||||||
Intangible assets on real estate acquisitions consisted of the following (in thousands): | |||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
Carrying Amount | Carrying Amount | ||||||||||||||||||||||||
In-place lease value | $ | 133,395 | $ | 102,019 | $ | 31,376 | $ | 123,759 | $ | 101,040 | $ | 22,719 | |||||||||||||
Tenant relationship value | 49,552 | 29,265 | 20,287 | 42,301 | 28,492 | 13,809 | |||||||||||||||||||
Below-market cost arrangements | 12,415 | 6,154 | 6,261 | 12,415 | 5,984 | 6,431 | |||||||||||||||||||
Above-market leases | 11,372 | 8,211 | 3,161 | 8,659 | 8,159 | 500 | |||||||||||||||||||
Market concentration premium | 1,333 | 941 | 392 | 1,333 | 938 | 395 | |||||||||||||||||||
$ | 208,067 | $ | 146,590 | $ | 61,477 | $ | 188,467 | $ | 144,613 | $ | 43,854 | ||||||||||||||
Amortization of the intangible asset categories set forth above totaled $2.6 million in the three months ended March 31, 2015 and $3.6 million in the three months ended March 31, 2014. The approximate weighted average amortization periods of the categories set forth above follow: in-place lease value: six years; tenant relationship value: eight years; below-market cost arrangements: 31 years; above-market leases: four years; and market concentration premium: 27 years. The approximate weighted average amortization period for all of the categories combined is ten years. Estimated amortization expense associated with the intangible asset categories set forth above through 2020 is: $9.4 million for the nine months ending December 31, 2015; $11.6 million for 2016; $9.4 million for 2017; $6.3 million for 2018; $5.1 million for 2019; and $3.8 million for 2020. |
Investing_Receivables
Investing Receivables | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
Investing Receivables | Investing Receivables | |||||||
Investing receivables, including accrued interest thereon, consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Notes receivable from the City of Huntsville | $ | 49,814 | $ | 49,147 | ||||
Other investing loans receivable | 3,000 | 3,000 | ||||||
$ | 52,814 | $ | 52,147 | |||||
Our notes receivable from the City of Huntsville funded infrastructure costs in connection with our LW Redstone Company, LLC joint venture (see Note 5) and carry an interest rate of 9.95%. | ||||||||
We did not have an allowance for credit losses in connection with our investing receivables as of March 31, 2015 or December 31, 2014. The fair value of these receivables approximated their carrying amounts as of March 31, 2015 and December 31, 2014. |
Prepaid_Expenses_and_Other_Ass
Prepaid Expenses and Other Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Prepaid Expense and Other Assets [Abstract] | ||||||||
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets | |||||||
Prepaid expenses and other assets consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Construction contract costs incurred in excess of billings | $ | 19,136 | $ | 6,656 | ||||
Prepaid expenses | 14,862 | 20,570 | ||||||
Lease incentives, net | 13,183 | 13,344 | ||||||
Furniture, fixtures and equipment, net | 6,349 | 6,637 | ||||||
Deposit on acquisitions | 5,066 | 516 | ||||||
Deferred tax asset, net (1) | 3,946 | 4,002 | ||||||
Operating notes receivable | 3,629 | 3,797 | ||||||
Equity method investments | 2,390 | 2,368 | ||||||
Other assets | 2,939 | 2,359 | ||||||
Prepaid expenses and other assets | $ | 71,500 | $ | 60,249 | ||||
(1) Includes a valuation allowance of $2.1 million. | ||||||||
Operating notes receivable reported above includes amounts due from tenants with remaining terms exceeding one year totaling $3.6 million as of March 31, 2015 and December 31, 2014; we carried allowances for estimated losses for $281,000 of the March 31, 2015 balance and $252,000 of the December 31, 2014 balance. |
Debt
Debt | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Debt | Debt | |||||||||||||||
Our debt consisted of the following (dollars in thousands): | ||||||||||||||||
Maximum | ||||||||||||||||
Availability at | Carrying Value at | Scheduled Maturity | ||||||||||||||
March 31, | March 31, | December 31, | Stated Interest Rates as of | as of | ||||||||||||
2015 | 2015 | 2014 | March 31, 2015 | March 31, 2015 | ||||||||||||
Mortgage and Other Secured Loans: | ||||||||||||||||
Fixed rate mortgage loans (1) | $ | 385,693 | $ | 387,139 | 3.96% - 10.65% (2) | 2015-2024 | ||||||||||
Variable rate secured loan | 36,668 | 36,877 | LIBOR + 2.25% (3) | Nov-15 | ||||||||||||
Total mortgage and other secured loans | 422,361 | 424,016 | ||||||||||||||
Revolving Credit Facility | $ | 800,000 | 164,000 | 83,000 | LIBOR + 0.975% to 1.75% (4) | Jul-17 | ||||||||||
Term Loan Facilities | -5 | 520,000 | 520,000 | LIBOR + 1.10% to 2.60% (6) | 2015-2019 | |||||||||||
Unsecured Senior Notes | ||||||||||||||||
3.600% Senior Notes (7) | 347,560 | 347,496 | 3.60% | May-23 | ||||||||||||
5.250% Senior Notes (8) | 245,888 | 245,797 | 5.25% | Feb-24 | ||||||||||||
3.700% Senior Notes (9) | 297,655 | 297,569 | 3.70% | Jun-21 | ||||||||||||
Unsecured notes payable | 1,583 | 1,607 | 0% (10) | 2026 | ||||||||||||
4.25% Exchangeable Senior Notes (11) | 575 | 572 | 4.25% | -11 | ||||||||||||
Total debt, net | $ | 1,999,622 | $ | 1,920,057 | ||||||||||||
(1) | Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net unamortized premiums totaling $36,000 as of March 31, 2015 and $42,000 as of December 31, 2014. | |||||||||||||||
-2 | Includes a $150.0 million nonrecourse mortgage loan in default secured by two operating properties in Northern Virginia with an aggregate estimated fair value that was less than the loan balance. This loan has an interest rate of 10.65% (including the effect of default interest). Additional disclosure regarding this loan is provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Quarterly Report on Form 10-Q. The maximum stated interest rate would be 7.87%, excluding the incremental additional interest rate associated with the default rate on the loan in default. The weighted average interest rate on our fixed rate mortgage loans was 8.11% as of March 31, 2015 (or 6.16% excluding the incremental additional interest rate associated with the default rate on the loan in default). | |||||||||||||||
(3) | The interest rate on the loan outstanding was 2.42% as of March 31, 2015. | |||||||||||||||
-4 | The weighted average interest rate on the Revolving Credit Facility was 1.45% as of March 31, 2015. | |||||||||||||||
(5) | We have the ability to borrow an additional $330.0 million in the aggregate under these term loan facilities, provided that there is no default under the facilities and subject to the approval of the lenders. | |||||||||||||||
(6) | The weighted average interest rate on these loans was 1.82% as of March 31, 2015. | |||||||||||||||
-7 | The carrying value of these notes included a principal amount of $350.0 million and an unamortized discount totaling $2.4 million as of March 31, 2015 and $2.5 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%. | |||||||||||||||
-8 | The carrying value of these notes included a principal amount of $250.0 million and an unamortized discount totaling $4.1 million as of March 31, 2015 and $4.2 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%. | |||||||||||||||
-9 | The carrying value of these notes included a principal amount of $300.0 million and an unamortized discount totaling $2.3 million as of March 31, 2015 and $2.4 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 3.85%. | |||||||||||||||
(10) | These notes carry interest rates that were below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates. The carrying value of these notes reflects an unamortized discount totaling $628,000 as of March 31, 2015 and $654,000 as of December 31, 2014. | |||||||||||||||
(11) | As described further in our 2014 Annual Report on Form 10-K, these notes have an exchange settlement feature that provides that the notes may, under certain circumstances, be exchangeable for cash and, at COPLP’s discretion, COPT common shares at an exchange rate (subject to adjustment) of 20.8513 shares per one thousand dollar principal amount of the notes (exchange rate is as of March 31, 2015 and is equivalent to an exchange price of $47.96 per common share). The carrying value of these notes included a principal amount of $575,000 and an unamortized discount totaling $3,000 as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 6.05%. Because the closing price of our common shares as of March 31, 2015 and December 31, 2014 was less than the exchange price per common share applicable to these notes, the if-converted value of the notes did not exceed the principal amount. On April 20, 2015, we redeemed these notes at 100% of their principal amount. | |||||||||||||||
All debt is owed by the Operating Partnership. While COPT is not directly obligated by any debt, it has guaranteed the Operating Partnership’s Revolving Credit Facility, Term Loan Facilities, Unsecured Senior Notes and 4.25% Exchangeable Senior Notes. | ||||||||||||||||
We capitalized interest costs of $2.1 million in the three months ended March 31, 2015 and $1.6 million in the three months ended March 31, 2014. | ||||||||||||||||
The following table sets forth information pertaining to the fair value of our debt (in thousands): | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Fixed-rate debt | ||||||||||||||||
Unsecured Senior Notes | $ | 891,103 | $ | 918,074 | $ | 890,862 | $ | 901,599 | ||||||||
4.25% Exchangeable Senior Notes | 575 | 575 | 572 | 575 | ||||||||||||
Other fixed-rate debt | 387,276 | 350,835 | 388,746 | 355,802 | ||||||||||||
Variable-rate debt | 720,668 | 722,752 | 639,877 | 642,091 | ||||||||||||
$ | 1,999,622 | $ | 1,992,236 | $ | 1,920,057 | $ | 1,900,067 | |||||||||
Interest_Rate_Derivatives
Interest Rate Derivatives | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Interest Rate Derivatives | Interest Rate Derivatives | ||||||||||||||||||
The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands): | |||||||||||||||||||
Fair Value at | |||||||||||||||||||
Notional Amount | Fixed Rate | Floating Rate Index | Effective Date | Expiration Date | March 31, | December 31, | |||||||||||||
2015 | 2014 | ||||||||||||||||||
$ | 100,000 | 0.83% | One-Month LIBOR | 1/3/12 | 9/1/15 | $ | (267 | ) | $ | (407 | ) | ||||||||
100,000 | 0.83% | One-Month LIBOR | 1/3/12 | 9/1/15 | (267 | ) | (407 | ) | |||||||||||
36,668 | -1 | 3.83% | One-Month LIBOR + 2.25% | 11/2/10 | 11/2/15 | (291 | ) | (400 | ) | ||||||||||
100,000 | 0.81% | One-Month LIBOR | 9/2/14 | 9/1/16 | (455 | ) | (317 | ) | |||||||||||
100,000 | 0.81% | One-Month LIBOR | 9/2/14 | 9/1/16 | (461 | ) | (324 | ) | |||||||||||
100,000 | 1.67% | One-Month LIBOR | 9/1/15 | 8/1/19 | (1,161 | ) | 239 | ||||||||||||
100,000 | 1.73% | One-Month LIBOR | 9/1/15 | 8/1/19 | (1,380 | ) | 35 | ||||||||||||
$ | (4,282 | ) | $ | (1,581 | ) | ||||||||||||||
-1 | The notional amount of this instrument is scheduled to amortize to $36.2 million. | ||||||||||||||||||
Each of the one-month LIBOR interest rate swaps set forth in the table above was designated as a cash flow hedge of interest rate risk. | |||||||||||||||||||
The table below sets forth the fair value of our interest rate derivatives as well as their classification on our consolidated balance sheets (in thousands): | |||||||||||||||||||
March 31, 2015 | 31-Dec-14 | ||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||||||
Interest rate swaps designated as cash flow hedges | Prepaid expenses and other assets | $ | — | Prepaid expenses and other assets | $ | 274 | |||||||||||||
Interest rate swaps designated as cash flow hedges | Interest rate derivatives | (4,282 | ) | Interest rate derivatives | (1,855 | ) | |||||||||||||
The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands): | |||||||||||||||||||
For the Three Months Ended March 31, | |||||||||||||||||||
2015 | 2014 | ||||||||||||||||||
Amount of losses recognized in accumulated other comprehensive loss (“AOCL”) (effective portion) | $ | (3,474 | ) | $ | (2,123 | ) | |||||||||||||
Amount of losses reclassified from AOCL into interest expense (effective portion) | 773 | 695 | |||||||||||||||||
Over the next 12 months, we estimate that approximately $3.2 million of losses will be reclassified from AOCL as an increase to interest expense. | |||||||||||||||||||
We have agreements with each of our interest rate derivative counterparties that contain provisions under which, if we default or are capable of being declared in default on defined levels of our indebtedness, we could also be declared in default on our derivative obligations. These agreements also incorporate the loan covenant provisions of our indebtedness with a lender affiliate of the derivative counterparties. Failure to comply with the loan covenant provisions could result in our being declared in default on any derivative instrument obligations covered by the agreements. As of March 31, 2015, the fair value of interest rate derivatives in a liability position related to these agreements was $4.3 million, excluding the effects of accrued interest. As of March 31, 2015, we had not posted any collateral related to these agreements. We are not in default with any of these provisions. If we breached any of these provisions, we could be required to settle our obligations under the agreements at their termination value of $4.5 million. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Noncontrolling Interest [Abstract] | |||||||||
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest | ||||||||
The table below sets forth the activity in a redeemable noncontrolling interest in a consolidated real estate joint venture (in thousands): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | 18,417 | $ | 17,758 | |||||
Distribution to noncontrolling interest | (157 | ) | (68 | ) | |||||
Net income attributable to noncontrolling interest | 562 | 504 | |||||||
Adjustment to arrive at fair value of interest | 73 | (540 | ) | ||||||
Ending balance | $ | 18,895 | $ | 17,654 | |||||
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity | Equity |
During the three months ended March 31, 2015, COPT issued 890,241 common shares at a weighted average price of $30.29 per share under its at-the-market (“ATM”) stock offering program established in October 2012. Net proceeds from the shares issued totaled $26.6 million, after payment of $0.4 million in commissions to sales agents. These net proceeds were contributed to COPLP in exchange for 890,241 common units. COPT’s remaining capacity under the ATM Plan is an aggregate gross sales price of $84.0 million in common share sales. | |
During the three months ended March 31, 2015, certain COPLP limited partners redeemed 158,000 common units in COPLP for an equal number of common shares in COPT. | |
See Note 14 for disclosure of COPT common share and COPLP common unit activity pertaining to our share-based compensation plans. |
Information_by_Business_Segmen
Information by Business Segment | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||
Information by Business Segment | Information by Business Segment | |||||||||||||||||||||||||||||||||||||||||||
We have ten reportable operating office property segments (comprised of: the Baltimore/Washington Corridor; Northern Virginia; San Antonio; Huntsville; Washington, DC — Capitol Riverfront; St. Mary’s and King George Counties; Greater Baltimore; Greater Philadelphia; Colorado Springs; and Other). In our 2015 quarterly reports on Form 10-Q, our Colorado Springs segment is, and will be, included in our Other segment as it is insignificant in the 2014 and 2015 reporting periods. We also have an operating wholesale data center segment. The table below reports segment financial information for our reportable segments (in thousands). We measure the performance of our segments through the measure we define as NOI from real estate operations, which is derived by subtracting property operating expenses from revenues from real estate operations. | ||||||||||||||||||||||||||||||||||||||||||||
Operating Office Property Segments | ||||||||||||||||||||||||||||||||||||||||||||
Baltimore/ | Northern | San | Huntsville | Washington, | St. Mary’s & | Greater | Greater | Other | Operating | Total | ||||||||||||||||||||||||||||||||||
Washington | Virginia | Antonio | DC - Capitol | King George | Baltimore | Philadelphia | Wholesale | |||||||||||||||||||||||||||||||||||||
Corridor | Riverfront | Counties | Data Center | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||
Revenues from real estate operations | $ | 61,792 | $ | 21,749 | $ | 9,171 | $ | 2,446 | $ | 3,364 | $ | 3,901 | $ | 11,485 | $ | 3,224 | $ | 2,543 | $ | 3,035 | $ | 122,710 | ||||||||||||||||||||||
Property operating expenses | 23,583 | 9,121 | 4,975 | 829 | 1,814 | 1,584 | 4,997 | 1,375 | 196 | 2,212 | 50,686 | |||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 38,209 | $ | 12,628 | $ | 4,196 | $ | 1,617 | $ | 1,550 | $ | 2,317 | $ | 6,488 | $ | 1,849 | $ | 2,347 | $ | 823 | $ | 72,024 | ||||||||||||||||||||||
Additions to long-lived assets | $ | 3,445 | $ | 2,821 | $ | 21 | $ | 83 | $ | 393 | $ | 1,200 | $ | 63,604 | $ | 294 | $ | 80 | $ | 30 | $ | 71,971 | ||||||||||||||||||||||
Transfers from non-operating properties | $ | 12,930 | $ | 58,571 | $ | 31,091 | $ | 2,997 | $ | — | $ | — | $ | — | $ | 11,498 | $ | 8 | $ | 177 | $ | 117,272 | ||||||||||||||||||||||
Segment assets at March 31, 2015 | $ | 1,280,742 | $ | 696,276 | $ | 147,078 | $ | 99,335 | $ | 94,400 | $ | 100,849 | $ | 334,271 | $ | 117,919 | $ | 77,340 | $ | 162,170 | $ | 3,110,380 | ||||||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||
Revenues from real estate operations | $ | 61,113 | $ | 24,968 | $ | 8,479 | $ | 2,555 | $ | 3,634 | $ | 4,316 | $ | 11,496 | $ | 3,340 | $ | 2,594 | $ | 2,401 | $ | 124,896 | ||||||||||||||||||||||
Property operating expenses | 23,597 | 8,973 | 4,474 | 653 | 1,765 | 1,504 | 5,476 | 1,300 | 322 | 1,688 | 49,752 | |||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 37,516 | $ | 15,995 | $ | 4,005 | $ | 1,902 | $ | 1,869 | $ | 2,812 | $ | 6,020 | $ | 2,040 | $ | 2,272 | $ | 713 | $ | 75,144 | ||||||||||||||||||||||
Additions to long-lived assets | $ | 5,741 | $ | 3,495 | $ | (6 | ) | $ | 2,507 | $ | 63 | $ | 839 | $ | 1,012 | $ | 11 | $ | 55 | $ | 12 | $ | 13,729 | |||||||||||||||||||||
Transfers from non-operating properties | $ | 6,911 | $ | 26,588 | $ | — | $ | 20,102 | $ | — | $ | — | $ | 74 | $ | 3,176 | $ | 11 | $ | 78 | $ | 56,940 | ||||||||||||||||||||||
Segment assets at March 31, 2014 | $ | 1,244,876 | $ | 636,895 | $ | 117,812 | $ | 99,378 | $ | 97,843 | $ | 95,645 | $ | 300,619 | $ | 94,428 | $ | 79,542 | $ | 165,711 | $ | 2,932,749 | ||||||||||||||||||||||
The following table reconciles our segment revenues to total revenues as reported on our consolidated statements of operations (in thousands): | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment revenues from real estate operations | $ | 122,710 | $ | 124,896 | ||||||||||||||||||||||||||||||||||||||||
Construction contract and other service revenues | 38,324 | 21,790 | ||||||||||||||||||||||||||||||||||||||||||
Less: Revenues from discontinued operations | — | (19 | ) | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | 161,034 | $ | 146,667 | ||||||||||||||||||||||||||||||||||||||||
The following table reconciles our segment property operating expenses to property operating expenses as reported on our consolidated statements of operations (in thousands): | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment property operating expenses | $ | 50,686 | $ | 49,752 | ||||||||||||||||||||||||||||||||||||||||
Less: Property operating expenses from discontinued operations | (5 | ) | 20 | |||||||||||||||||||||||||||||||||||||||||
Total property operating expenses | $ | 50,681 | $ | 49,772 | ||||||||||||||||||||||||||||||||||||||||
As previously discussed, we provide real estate services such as property management and construction and development services primarily for our properties but also for third parties. The primary manner in which we evaluate the operating performance of our service activities is through a measure we define as net operating income from service operations (“NOI from service operations”), which is based on the net of revenues and expenses from these activities. Construction contract and other service revenues and expenses consist primarily of subcontracted costs that are reimbursed to us by the customer along with a management fee. The operating margins from these activities are small relative to the revenue. We believe NOI from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations. The table below sets forth the computation of our NOI from service operations (in thousands): | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Construction contract and other service revenues | $ | 38,324 | $ | 21,790 | ||||||||||||||||||||||||||||||||||||||||
Construction contract and other service expenses | (37,498 | ) | (18,624 | ) | ||||||||||||||||||||||||||||||||||||||||
NOI from service operations | $ | 826 | $ | 3,166 | ||||||||||||||||||||||||||||||||||||||||
The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to income from continuing operations as reported on our consolidated statements of operations (in thousands): | ||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 72,024 | $ | 75,144 | ||||||||||||||||||||||||||||||||||||||||
NOI from service operations | 826 | 3,166 | ||||||||||||||||||||||||||||||||||||||||||
Interest and other income | 1,283 | 1,285 | ||||||||||||||||||||||||||||||||||||||||||
Equity in income of unconsolidated entities | 25 | 60 | ||||||||||||||||||||||||||||||||||||||||||
Income tax expense | (55 | ) | (64 | ) | ||||||||||||||||||||||||||||||||||||||||
Other adjustments: | — | |||||||||||||||||||||||||||||||||||||||||||
Depreciation and other amortization associated with real estate operations | (31,599 | ) | (43,596 | ) | ||||||||||||||||||||||||||||||||||||||||
General, administrative and leasing expenses | (7,891 | ) | (8,143 | ) | ||||||||||||||||||||||||||||||||||||||||
Business development expenses and land carry costs | (2,790 | ) | (1,326 | ) | ||||||||||||||||||||||||||||||||||||||||
Interest expense on continuing operations | (20,838 | ) | (20,827 | ) | ||||||||||||||||||||||||||||||||||||||||
NOI from discontinued operations | 5 | (39 | ) | |||||||||||||||||||||||||||||||||||||||||
Loss on early extinguishment of debt | (3 | ) | — | |||||||||||||||||||||||||||||||||||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | ||||||||||||||||||||||||||||||||||||||||
The following table reconciles our segment assets to the consolidated total assets of COPT and subsidiaries (in thousands): | ||||||||||||||||||||||||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment assets | $ | 3,110,380 | $ | 2,932,749 | ||||||||||||||||||||||||||||||||||||||||
Non-operating property assets | 496,930 | 503,030 | ||||||||||||||||||||||||||||||||||||||||||
Other assets | 169,845 | 170,118 | ||||||||||||||||||||||||||||||||||||||||||
Total COPT consolidated assets | $ | 3,777,155 | $ | 3,605,897 | ||||||||||||||||||||||||||||||||||||||||
The accounting policies of the segments are the same as those used to prepare our consolidated financial statements, except that discontinued operations are not presented separately for segment purposes. In the segment reporting presented above, we did not allocate interest expense, depreciation and amortization, loss on early extinguishment of debt and gain on sales of real estate to our real estate segments since they are not included in the measure of segment profit reviewed by management. We also did not allocate general and administrative expenses, business development expenses and land carry costs, interest and other income, equity in income of unconsolidated entities, income taxes and noncontrolling interests because these items represent general corporate or non-operating property items not attributable to segments. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||
Mar. 31, 2015 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Share-Based Compensation | Share-Based Compensation | ||
Performance Share Units (“PSUs”) | |||
On March 5, 2015, our Board of Trustees granted 45,656 PSUs with an aggregate grant date fair value of $1.7 million to executives. The PSUs have a performance period beginning on January 1, 2015 and concluding on the earlier of December 31, 2017 or the date of: (1) termination by us without cause, death or disability of the executive or constructive discharge of the executive (collectively, “qualified termination”); or (2) a sale event. The number of PSUs earned (“earned PSUs”) at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return relative to a peer group of companies, as set forth in the following schedule: | |||
Percentile Rank | Earned PSUs Payout % | ||
75th or greater | 200% of PSUs granted | ||
50th or greater | 100% of PSUs granted | ||
25th | 50% of PSUs granted | ||
Below 25th | 0% of PSUs granted | ||
If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the percentage of the earned PSUs will be interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. At the end of the performance period, we, in settlement of the award, will issue a number of fully-vested COPT common shares equal to the sum of: | |||
• | the number of earned PSUs in settlement of the award plan; plus | ||
• | the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned PSUs through the date of settlement had such shares been issued on the grant date, divided by the share price on such settlement date, as defined under the terms of the agreement. | ||
If a service period ends due to a sale event or qualified termination, the number of earned PSUs is prorated based on the portion of the service period that has elapsed. If employment is terminated by the employee or by us for cause, all PSUs are forfeited. PSUs do not carry voting rights. | |||
We computed a grant date fair value of $36.76 per PSU using a Monte Carlo model, which included assumptions of, among other things, the following: baseline common share value of $29.28; expected volatility for COPT common shares of 19.9%; and a risk-free interest rate of 0.99%. We are recognizing the grant date fair value in connection with these PSU awards over the period commencing on March 6, 2015 and ending on December 31, 2017. | |||
With regard to the PSUs granted to our executives in prior years that were outstanding as of December 31, 2014 as described in our 2014 Annual Report on Form 10-K: | |||
• | the performance period for the PSUs granted to executives on March 1, 2012 ended on December 31, 2014. Based on COPT’s total shareholder return during the performance period relative to its peer group of companies, we issued 40,309 common shares in settlement of the PSUs on March 5, 2015; and | ||
• | we issued 15,289 common shares on March 5, 2015 to Mr. Stephen E. Riffee, our former Chief Financial Officer, upon his departure on February 3, 2015, in settlement of PSUs granted on March 1, 2013 and March 6, 2014. | ||
Restricted Shares | |||
During the three months ended March 31, 2015, certain employees were granted a total of 177,674 restricted common shares with an aggregate grant date fair value of $5.2 million (weighted average of $29.46 per share). Restricted shares granted to employees vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employees remain employed by us. During the three months ended March 31, 2015, forfeiture restrictions lapsed on 127,444 previously issued common shares; these shares had a weighted average grant date fair value of $26.01 per share, and the aggregate intrinsic value of the shares on the vesting dates was $3.7 million. | |||
Options | |||
During the three months ended March 31, 2015, 70,374 options to purchase common shares (“options”) were exercised. The weighted average exercise price of these options was $26.23 per share, and the aggregate intrinsic value of the options exercised was $291,000. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Income Taxes | ||||||||
We own a TRS that is subject to Federal and state income taxes. Our TRS’s provision for income taxes consisted of the following (in thousands): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Deferred | |||||||||
Federal | $ | 45 | $ | 53 | |||||
State | 10 | 11 | |||||||
Total income tax expense | $ | 55 | $ | 64 | |||||
Items in our TRS contributing to temporary differences that lead to deferred taxes include depreciation and amortization, share-based compensation, certain accrued compensation, compensation paid in the form of contributions to a deferred nonqualified compensation plan and net operating losses that are not deductible until future periods. | |||||||||
Our TRS’s combined Federal and state effective tax rate was 37.8% for the three months ended March 31, 2015 and 38.1% for the three months ended March 31, 2014. |
Earnings_Per_Share_EPS_and_Ear
Earnings Per Share ("EPS") and Earnings Per Unit ("EPU") | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share (“EPSâ€) and Earnings Per Unit (“EPUâ€) | Earnings Per Share (“EPS”) and Earnings Per Unit (“EPU”) | ||||||||
COPT and Subsidiaries EPS | |||||||||
We present both basic and diluted EPS. We compute basic EPS by dividing net income available to common shareholders allocable to unrestricted common shares under the two-class method by the weighted average number of unrestricted common shares outstanding during the period. Our computation of diluted EPS is similar except that: | |||||||||
• | the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into COPT common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to share-based compensation using the treasury stock or if-converted methods; and | ||||||||
• | the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common shares that we added to the denominator. | ||||||||
Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | |||||
Gain on sales of real estate, net | 3,986 | — | |||||||
Preferred share dividends | (3,552 | ) | (4,490 | ) | |||||
Income from continuing operations attributable to noncontrolling interests | (1,392 | ) | (932 | ) | |||||
Income from continuing operations attributable to restricted shares | (122 | ) | (121 | ) | |||||
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders | $ | 9,907 | $ | 117 | |||||
Discontinued operations | (238 | ) | 11 | ||||||
Discontinued operations attributable to noncontrolling interests | 12 | 2 | |||||||
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders | $ | 9,681 | $ | 130 | |||||
Denominator (all weighted averages): | |||||||||
Denominator for basic EPS (common shares) | 93,199 | 87,080 | |||||||
Dilutive effect of share-based compensation awards | 198 | 112 | |||||||
Denominator for diluted EPS (common shares) | 93,397 | 87,192 | |||||||
Basic EPS: | |||||||||
Income from continuing operations attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPT common shareholders | 0 | 0 | |||||||
Net income attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Diluted EPS: | |||||||||
Income from continuing operations attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPT common shareholders | 0 | 0 | |||||||
Net income attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods (in thousands): | |||||||||
Weighted Average Shares Excluded from Denominator | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Conversion of common units | 3,732 | 3,958 | |||||||
Conversion of Series I Preferred Units | 176 | 176 | |||||||
Conversion of Series K Preferred Shares | 434 | 434 | |||||||
The following share-based compensation securities were excluded from the computation of diluted EPS because their effect was antidilutive: | |||||||||
• | weighted average restricted shares for the three months ended March 31, 2015 and 2014 of 400,000 and 390,000, respectively; and | ||||||||
• | weighted average options for the three months ended March 31, 2015 and 2014 of 474,000 and 588,000, respectively. | ||||||||
As discussed in Note 9, as of March 31, 2015, we had outstanding senior notes with an exchange settlement feature, but such notes did not affect our diluted EPS reported above since the weighted average closing price of COPT’s common shares during each of the periods was less than the exchange prices per common share applicable for such periods. | |||||||||
COPLP and Subsidiaries EPU | |||||||||
We present both basic and diluted EPU. We compute basic EPU by dividing net income available to common unitholders allocable to unrestricted common units under the two-class method by the weighted average number of unrestricted common units outstanding during the period. Our computation of diluted EPU is similar except that: | |||||||||
• | the denominator is increased to include: (1) the weighted average number of potential additional common units that would have been outstanding if securities that are convertible into our common units were converted; and (2) the effect of dilutive potential common units outstanding during the period attributable to share-based compensation using the treasury stock or if-converted methods; and | ||||||||
• | the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common units that we added to the denominator. | ||||||||
Summaries of the numerator and denominator for purposes of basic and diluted EPU calculations are set forth below (in thousands, except per unit data): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | |||||
Gain on sales of real estate, net | 3,986 | — | |||||||
Preferred unit distributions | (3,717 | ) | (4,655 | ) | |||||
Income from continuing operations attributable to noncontrolling interests | (821 | ) | (739 | ) | |||||
Income from continuing operations attributable to restricted units | (122 | ) | (121 | ) | |||||
Numerator for basic and diluted EPU from continuing operations attributable to COPLP common unitholders | $ | 10,313 | $ | 145 | |||||
Discontinued operations | (238 | ) | 11 | ||||||
Discontinued operations attributable to noncontrolling interests | 3 | 2 | |||||||
Numerator for basic and diluted EPU on net income attributable to COPLP common unitholders | $ | 10,078 | $ | 158 | |||||
Denominator (all weighted averages): | |||||||||
Denominator for basic EPU (common units) | 96,931 | 91,038 | |||||||
Dilutive effect of share-based compensation awards | 198 | 112 | |||||||
Denominator for basic and diluted EPU (common units) | 97,129 | 91,150 | |||||||
Basic EPU: | |||||||||
Income from continuing operations attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPLP common unitholders | 0 | 0 | |||||||
Net income attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Diluted EPU: | |||||||||
Income from continuing operations attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPLP common unitholders | 0 | 0 | |||||||
Net income attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Our diluted EPU computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPU for the respective periods (in thousands): | |||||||||
Weighted Average Units Excluded from Denominator | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Conversion of Series I preferred units | 176 | 176 | |||||||
Conversion of Series K preferred units | 434 | 434 | |||||||
The following share-based compensation securities were excluded from the computation of diluted EPU because their effect was antidilutive: | |||||||||
• | weighted average restricted units for the three months ended March 31, 2015 and 2014 of 400,000 and 390,000, respectively; and | ||||||||
• | weighted average options for the three months ended March 31, 2015 and 2014 of 474,000 and 588,000, respectively. | ||||||||
As discussed in Note 9, as of March 31, 2015, we had outstanding senior notes with an exchange settlement feature, but such notes did not affect our diluted EPU reported above since the weighted average closing price of COPT’s common shares during each of the periods was less than the exchange prices per common share applicable for such periods. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Commitments and Contingencies | |
Acquisition | ||
As of March 31, 2015, we were under contract to acquire 2600 Park Tower Drive, a 240,000 square foot office property in Vienna, Virginia that was 100% leased, for approximately $83 million. We completed this acquisition on April 15, 2015. | ||
Litigation | ||
In the normal course of business, we are involved in legal actions arising from our ownership and administration of properties. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management does not anticipate that any liabilities that may result from such proceedings will have a materially adverse effect on our financial position, operations or liquidity. Our assessment of the potential outcomes of these matters involves significant judgment and is subject to change based on future developments. | ||
Environmental | ||
We are subject to various Federal, state and local environmental regulations related to our property ownership and operation. We have performed environmental assessments of our properties, the results of which have not revealed any environmental liability that we believe would have a materially adverse effect on our financial position, operations or liquidity. | ||
Tax Incremental Financing Obligation | ||
In August 2010, Anne Arundel County, Maryland issued $30 million in tax incremental financing bonds to third-party investors in order to finance public improvements needed in connection with our project known as National Business Park North. The real estate taxes on increases in assessed value of a development district encompassing National Business Park North are to be transferred to a special fund pledged to the repayment of the bonds. We recognized a $1.4 million liability through March 31, 2015 representing our estimated obligation to fund through a special tax any future shortfalls between debt service on the bonds and real estate taxes available to repay the bonds. | ||
Environmental Indemnity Agreement | ||
We agreed to provide certain environmental indemnifications in connection with a lease and subsequent sale of three New Jersey properties. The prior owner of the properties, a Fortune 100 company that is responsible for groundwater contamination at such properties, previously agreed to indemnify us for (1) direct losses incurred in connection with the contamination and (2) its failure to perform remediation activities required by the State of New Jersey, up to the point that the state declares the remediation to be complete. Under the environmental indemnification agreement, we agreed to the following: | ||
• | to indemnify the tenant against losses covered under the prior owner’s indemnity agreement if the prior owner fails to indemnify the tenant for such losses. This indemnification is capped at $5.0 million in perpetuity after the State of New Jersey declares the remediation to be complete; | |
• | to indemnify the tenant for consequential damages (e.g., business interruption) at one of the buildings in perpetuity and another of the buildings through 2025. This indemnification is limited to $12.5 million; and | |
• | to pay 50% of additional costs related to construction and environmental regulatory activities incurred by the tenant as a result of the indemnified environmental condition of the properties. This indemnification is limited to $300,000 annually and $1.5 million in the aggregate. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The COPT consolidated financial statements include the accounts of COPT, the Operating Partnership, their subsidiaries and other entities in which COPT has a majority voting interest and control. The COPLP consolidated financial statements include the accounts of COPLP, its subsidiaries and other entities in which COPLP has a majority voting interest and control. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities. We eliminate all significant intercompany balances and transactions in consolidation. | |
We use the equity method of accounting when we own an interest in an entity and can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. | |
These interim financial statements should be read together with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2014 included in our 2014 Annual Report on Form 10-K. The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly present our financial position and results of operations. All adjustments are of a normal recurring nature. The consolidated financial statements have been prepared using the accounting policies described in our 2014 Annual Report on Form 10-K. | |
Recent Accounting Pronouncement | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning January 1, 2017, using one of two methods: retrospective restatement for each reporting period presented at the time of adoption, or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. We are currently assessing the financial impact of this guidance on our consolidated financial statements. | |
In January 2015, the FASB issued guidance regarding the presentation of extraordinary and unusual items in statements of operations. This guidance eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. This guidance is effective for periods beginning after December 15, 2015. We expect that the application of this guidance will have no effect on our reported consolidated financial statements. | |
In February 2015, the FASB issued guidance regarding amendments to the consolidation analysis. This guidance amends the criteria for determining which entities are considered variable interest entities (“VIE”), amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. This guidance is effective for annual periods, and interim periods therein, beginning after December 15, 2015. We are currently assessing the financial impact of this guidance on our consolidated financial statements. | |
In April 2015, the FASB issued guidance that changes the presentation of debt issuance costs in financial statements. This guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. This guidance is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. This guidance will be applied retrospectively to each prior period presented. We are currently in the process of evaluating the impact of this guidance on our consolidated financial statements. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of fair value assets and liabilities measured on recurring basis | The table below sets forth financial assets and liabilities of COPT and its subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2015 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands): | ||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | |||||||||||||||
Identical Assets(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Marketable securities in deferred compensation plan (1) | |||||||||||||||||
Mutual funds | $ | 5,826 | $ | — | $ | — | $ | 5,826 | |||||||||
Other | 110 | — | — | 110 | |||||||||||||
Warrants to purchase common stock (2) | — | 89 | — | 89 | |||||||||||||
Total assets | $ | 5,936 | $ | 89 | $ | — | $ | 6,025 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation plan liability (3) | $ | — | $ | 5,936 | $ | — | $ | 5,936 | |||||||||
Interest rate derivatives | — | 4,282 | — | 4,282 | |||||||||||||
Total liabilities | $ | — | $ | 10,218 | $ | — | $ | 10,218 | |||||||||
Redeemable noncontrolling interest | $ | — | $ | — | $ | 18,895 | $ | 18,895 | |||||||||
(1) Included in the line entitled “restricted cash and marketable securities” on COPT’s consolidated balance sheet. | |||||||||||||||||
(2) Included in the line entitled “prepaid expenses and other assets” on COPT’s consolidated balance sheet. | |||||||||||||||||
(3) Included in the line entitled “other liabilities” on COPT’s consolidated balance sheet. | |||||||||||||||||
The table below sets forth financial assets and liabilities of COPLP and its subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2015 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands): | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | |||||||||||||||
Identical Assets(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Warrants to purchase common stock (1) | $ | — | $ | 89 | $ | — | $ | 89 | |||||||||
Liabilities: | |||||||||||||||||
Interest rate derivatives | $ | — | $ | 4,282 | $ | — | $ | 4,282 | |||||||||
Redeemable noncontrolling interest | $ | — | $ | — | $ | 18,895 | $ | 18,895 | |||||||||
(1) Included in the line entitled “prepaid expenses and other assets” on COPLP’s consolidated balance sheet. |
Properties_net_Tables
Properties, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Schedule of operating properties, net | Operating properties, net consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 455,639 | $ | 439,355 | ||||
Buildings and improvements | 3,157,434 | 3,015,216 | ||||||
Less: Accumulated depreciation | (724,539 | ) | (703,083 | ) | ||||
Operating properties, net | $ | 2,888,534 | $ | 2,751,488 | ||||
Schedule of projects in development or held for future development | Projects in development or held for future development consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 219,852 | $ | 214,977 | ||||
Construction in progress, excluding land | 269,766 | 330,449 | ||||||
Projects in development or held for future development | $ | 489,618 | $ | 545,426 | ||||
Schedule of allocation of acquisition costs | The table below sets forth the allocation of the acquisition costs of this property (in thousands): | |||||||
Land, operating properties | $ | 8,057 | ||||||
Building and improvements | 34,740 | |||||||
Intangible assets on real estate acquisitions | 20,183 | |||||||
Total assets | 62,980 | |||||||
Below-market leases | (1,093 | ) | ||||||
Total acquisition cost | $ | 61,887 | ||||||
Schedule of intangible assets recorded in connection with acquisition | Intangible assets recorded in connection with the above acquisition included the following (dollars in thousands): | |||||||
Weighted Average Amortization Period (in Years) | ||||||||
Tenant relationship value | $ | 7,252 | 11 | |||||
In-place lease value | 10,218 | 7 | ||||||
Above-market leases | 2,713 | 4 | ||||||
$ | 20,183 | 8 | ||||||
Real_Estate_Joint_Ventures_Tab
Real Estate Joint Ventures (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||
Schedule of information related to investments in consolidated real estate joint ventures | The table below sets forth information pertaining to our investments in consolidated real estate joint ventures as of March 31, 2015 (dollars in thousands): | ||||||||||||||||||
Nominal | |||||||||||||||||||
Ownership | March 31, 2015 | -1 | |||||||||||||||||
Date | % as of | Total | Encumbered | Total | |||||||||||||||
Acquired | 3/31/15 | Nature of Activity | Assets | Assets | Liabilities | ||||||||||||||
LW Redstone Company, LLC | 3/23/10 | 85% | Operates four buildings and developing others (2) | $ | 149,098 | $ | 65,934 | $ | 43,314 | ||||||||||
M Square Associates, LLC | 6/26/07 | 50% | Operates two buildings and developing others (3) | 59,671 | 48,480 | 38,700 | |||||||||||||
$ | 208,769 | $ | 114,414 | $ | 82,014 | ||||||||||||||
-1 | Excludes amounts eliminated in consolidation. | ||||||||||||||||||
-2 | This joint venture’s properties are in Huntsville, Alabama. | ||||||||||||||||||
-3 | This joint venture’s properties are in College Park, Maryland (in the Baltimore/Washington Corridor). |
Intangible_Assets_on_Real_Esta1
Intangible Assets on Real Estate Acquisitions (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Intangible Assets on Real Estate Acquisitions [Abstract] | |||||||||||||||||||||||||
Schedule of intangible assets on real estate acquisitions | Intangible assets on real estate acquisitions consisted of the following (in thousands): | ||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
Carrying Amount | Carrying Amount | ||||||||||||||||||||||||
In-place lease value | $ | 133,395 | $ | 102,019 | $ | 31,376 | $ | 123,759 | $ | 101,040 | $ | 22,719 | |||||||||||||
Tenant relationship value | 49,552 | 29,265 | 20,287 | 42,301 | 28,492 | 13,809 | |||||||||||||||||||
Below-market cost arrangements | 12,415 | 6,154 | 6,261 | 12,415 | 5,984 | 6,431 | |||||||||||||||||||
Above-market leases | 11,372 | 8,211 | 3,161 | 8,659 | 8,159 | 500 | |||||||||||||||||||
Market concentration premium | 1,333 | 941 | 392 | 1,333 | 938 | 395 | |||||||||||||||||||
$ | 208,067 | $ | 146,590 | $ | 61,477 | $ | 188,467 | $ | 144,613 | $ | 43,854 | ||||||||||||||
Investing_Receivables_Tables
Investing Receivables (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of investing receivables | Investing receivables, including accrued interest thereon, consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Notes receivable from the City of Huntsville | $ | 49,814 | $ | 49,147 | ||||
Other investing loans receivable | 3,000 | 3,000 | ||||||
$ | 52,814 | $ | 52,147 | |||||
Prepaid_Expenses_and_Other_Ass1
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Prepaid Expense and Other Assets [Abstract] | ||||||||
Schedule of prepaid expenses and other assets | Prepaid expenses and other assets consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Construction contract costs incurred in excess of billings | $ | 19,136 | $ | 6,656 | ||||
Prepaid expenses | 14,862 | 20,570 | ||||||
Lease incentives, net | 13,183 | 13,344 | ||||||
Furniture, fixtures and equipment, net | 6,349 | 6,637 | ||||||
Deposit on acquisitions | 5,066 | 516 | ||||||
Deferred tax asset, net (1) | 3,946 | 4,002 | ||||||
Operating notes receivable | 3,629 | 3,797 | ||||||
Equity method investments | 2,390 | 2,368 | ||||||
Other assets | 2,939 | 2,359 | ||||||
Prepaid expenses and other assets | $ | 71,500 | $ | 60,249 | ||||
(1) Includes a valuation allowance of $2.1 million. |
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Schedule of debt | Our debt consisted of the following (dollars in thousands): | |||||||||||||||
Maximum | ||||||||||||||||
Availability at | Carrying Value at | Scheduled Maturity | ||||||||||||||
March 31, | March 31, | December 31, | Stated Interest Rates as of | as of | ||||||||||||
2015 | 2015 | 2014 | March 31, 2015 | March 31, 2015 | ||||||||||||
Mortgage and Other Secured Loans: | ||||||||||||||||
Fixed rate mortgage loans (1) | $ | 385,693 | $ | 387,139 | 3.96% - 10.65% (2) | 2015-2024 | ||||||||||
Variable rate secured loan | 36,668 | 36,877 | LIBOR + 2.25% (3) | Nov-15 | ||||||||||||
Total mortgage and other secured loans | 422,361 | 424,016 | ||||||||||||||
Revolving Credit Facility | $ | 800,000 | 164,000 | 83,000 | LIBOR + 0.975% to 1.75% (4) | Jul-17 | ||||||||||
Term Loan Facilities | -5 | 520,000 | 520,000 | LIBOR + 1.10% to 2.60% (6) | 2015-2019 | |||||||||||
Unsecured Senior Notes | ||||||||||||||||
3.600% Senior Notes (7) | 347,560 | 347,496 | 3.60% | May-23 | ||||||||||||
5.250% Senior Notes (8) | 245,888 | 245,797 | 5.25% | Feb-24 | ||||||||||||
3.700% Senior Notes (9) | 297,655 | 297,569 | 3.70% | Jun-21 | ||||||||||||
Unsecured notes payable | 1,583 | 1,607 | 0% (10) | 2026 | ||||||||||||
4.25% Exchangeable Senior Notes (11) | 575 | 572 | 4.25% | -11 | ||||||||||||
Total debt, net | $ | 1,999,622 | $ | 1,920,057 | ||||||||||||
(1) | Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net unamortized premiums totaling $36,000 as of March 31, 2015 and $42,000 as of December 31, 2014. | |||||||||||||||
-2 | Includes a $150.0 million nonrecourse mortgage loan in default secured by two operating properties in Northern Virginia with an aggregate estimated fair value that was less than the loan balance. This loan has an interest rate of 10.65% (including the effect of default interest). Additional disclosure regarding this loan is provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Quarterly Report on Form 10-Q. The maximum stated interest rate would be 7.87%, excluding the incremental additional interest rate associated with the default rate on the loan in default. The weighted average interest rate on our fixed rate mortgage loans was 8.11% as of March 31, 2015 (or 6.16% excluding the incremental additional interest rate associated with the default rate on the loan in default). | |||||||||||||||
(3) | The interest rate on the loan outstanding was 2.42% as of March 31, 2015. | |||||||||||||||
-4 | The weighted average interest rate on the Revolving Credit Facility was 1.45% as of March 31, 2015. | |||||||||||||||
(5) | We have the ability to borrow an additional $330.0 million in the aggregate under these term loan facilities, provided that there is no default under the facilities and subject to the approval of the lenders. | |||||||||||||||
(6) | The weighted average interest rate on these loans was 1.82% as of March 31, 2015. | |||||||||||||||
-7 | The carrying value of these notes included a principal amount of $350.0 million and an unamortized discount totaling $2.4 million as of March 31, 2015 and $2.5 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%. | |||||||||||||||
-8 | The carrying value of these notes included a principal amount of $250.0 million and an unamortized discount totaling $4.1 million as of March 31, 2015 and $4.2 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%. | |||||||||||||||
-9 | The carrying value of these notes included a principal amount of $300.0 million and an unamortized discount totaling $2.3 million as of March 31, 2015 and $2.4 million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 3.85%. | |||||||||||||||
(10) | These notes carry interest rates that were below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates. The carrying value of these notes reflects an unamortized discount totaling $628,000 as of March 31, 2015 and $654,000 as of December 31, 2014. | |||||||||||||||
(11) | As described further in our 2014 Annual Report on Form 10-K, these notes have an exchange settlement feature that provides that the notes may, under certain circumstances, be exchangeable for cash and, at COPLP’s discretion, COPT common shares at an exchange rate (subject to adjustment) of 20.8513 shares per one thousand dollar principal amount of the notes (exchange rate is as of March 31, 2015 and is equivalent to an exchange price of $47.96 per common share). The carrying value of these notes included a principal amount of $575,000 and an unamortized discount totaling $3,000 as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 6.05%. Because the closing price of our common shares as of March 31, 2015 and December 31, 2014 was less than the exchange price per common share applicable to these notes, the if-converted value of the notes did not exceed the principal amount. On April 20, 2015, we redeemed these notes at 100% of their principal amount. | |||||||||||||||
Schedule of the fair value of debt | The following table sets forth information pertaining to the fair value of our debt (in thousands): | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Fixed-rate debt | ||||||||||||||||
Unsecured Senior Notes | $ | 891,103 | $ | 918,074 | $ | 890,862 | $ | 901,599 | ||||||||
4.25% Exchangeable Senior Notes | 575 | 575 | 572 | 575 | ||||||||||||
Other fixed-rate debt | 387,276 | 350,835 | 388,746 | 355,802 | ||||||||||||
Variable-rate debt | 720,668 | 722,752 | 639,877 | 642,091 | ||||||||||||
$ | 1,999,622 | $ | 1,992,236 | $ | 1,920,057 | $ | 1,900,067 | |||||||||
Interest_Rate_Derivatives_Tabl
Interest Rate Derivatives (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Schedule of key terms and fair values of interest rate swap derivatives | The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands): | ||||||||||||||||||
Fair Value at | |||||||||||||||||||
Notional Amount | Fixed Rate | Floating Rate Index | Effective Date | Expiration Date | March 31, | December 31, | |||||||||||||
2015 | 2014 | ||||||||||||||||||
$ | 100,000 | 0.83% | One-Month LIBOR | 1/3/12 | 9/1/15 | $ | (267 | ) | $ | (407 | ) | ||||||||
100,000 | 0.83% | One-Month LIBOR | 1/3/12 | 9/1/15 | (267 | ) | (407 | ) | |||||||||||
36,668 | -1 | 3.83% | One-Month LIBOR + 2.25% | 11/2/10 | 11/2/15 | (291 | ) | (400 | ) | ||||||||||
100,000 | 0.81% | One-Month LIBOR | 9/2/14 | 9/1/16 | (455 | ) | (317 | ) | |||||||||||
100,000 | 0.81% | One-Month LIBOR | 9/2/14 | 9/1/16 | (461 | ) | (324 | ) | |||||||||||
100,000 | 1.67% | One-Month LIBOR | 9/1/15 | 8/1/19 | (1,161 | ) | 239 | ||||||||||||
100,000 | 1.73% | One-Month LIBOR | 9/1/15 | 8/1/19 | (1,380 | ) | 35 | ||||||||||||
$ | (4,282 | ) | $ | (1,581 | ) | ||||||||||||||
-1 | The notional amount of this instrument is scheduled to amortize to $36.2 million. | ||||||||||||||||||
Schedule of fair value and balance sheet classification of interest rate derivatives | The table below sets forth the fair value of our interest rate derivatives as well as their classification on our consolidated balance sheets (in thousands): | ||||||||||||||||||
March 31, 2015 | 31-Dec-14 | ||||||||||||||||||
Derivatives | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||||||
Interest rate swaps designated as cash flow hedges | Prepaid expenses and other assets | $ | — | Prepaid expenses and other assets | $ | 274 | |||||||||||||
Interest rate swaps designated as cash flow hedges | Interest rate derivatives | (4,282 | ) | Interest rate derivatives | (1,855 | ) | |||||||||||||
Schedule of effect of interest rate derivatives on consolidated statements of operations and comprehensive income | The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands): | ||||||||||||||||||
For the Three Months Ended March 31, | |||||||||||||||||||
2015 | 2014 | ||||||||||||||||||
Amount of losses recognized in accumulated other comprehensive loss (“AOCL”) (effective portion) | $ | (3,474 | ) | $ | (2,123 | ) | |||||||||||||
Amount of losses reclassified from AOCL into interest expense (effective portion) | 773 | 695 | |||||||||||||||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Noncontrolling Interest [Abstract] | |||||||||
Schedule of activity for redeemable noncontrolling interest | The table below sets forth the activity in a redeemable noncontrolling interest in a consolidated real estate joint venture (in thousands): | ||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Beginning balance | $ | 18,417 | $ | 17,758 | |||||
Distribution to noncontrolling interest | (157 | ) | (68 | ) | |||||
Net income attributable to noncontrolling interest | 562 | 504 | |||||||
Adjustment to arrive at fair value of interest | 73 | (540 | ) | ||||||
Ending balance | $ | 18,895 | $ | 17,654 | |||||
Information_by_Business_Segmen1
Information by Business Segment (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||
Schedule of segment financial information for real estate operations | The table below reports segment financial information for our reportable segments (in thousands). We measure the performance of our segments through the measure we define as NOI from real estate operations, which is derived by subtracting property operating expenses from revenues from real estate operations. | |||||||||||||||||||||||||||||||||||||||||||
Operating Office Property Segments | ||||||||||||||||||||||||||||||||||||||||||||
Baltimore/ | Northern | San | Huntsville | Washington, | St. Mary’s & | Greater | Greater | Other | Operating | Total | ||||||||||||||||||||||||||||||||||
Washington | Virginia | Antonio | DC - Capitol | King George | Baltimore | Philadelphia | Wholesale | |||||||||||||||||||||||||||||||||||||
Corridor | Riverfront | Counties | Data Center | |||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||
Revenues from real estate operations | $ | 61,792 | $ | 21,749 | $ | 9,171 | $ | 2,446 | $ | 3,364 | $ | 3,901 | $ | 11,485 | $ | 3,224 | $ | 2,543 | $ | 3,035 | $ | 122,710 | ||||||||||||||||||||||
Property operating expenses | 23,583 | 9,121 | 4,975 | 829 | 1,814 | 1,584 | 4,997 | 1,375 | 196 | 2,212 | 50,686 | |||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 38,209 | $ | 12,628 | $ | 4,196 | $ | 1,617 | $ | 1,550 | $ | 2,317 | $ | 6,488 | $ | 1,849 | $ | 2,347 | $ | 823 | $ | 72,024 | ||||||||||||||||||||||
Additions to long-lived assets | $ | 3,445 | $ | 2,821 | $ | 21 | $ | 83 | $ | 393 | $ | 1,200 | $ | 63,604 | $ | 294 | $ | 80 | $ | 30 | $ | 71,971 | ||||||||||||||||||||||
Transfers from non-operating properties | $ | 12,930 | $ | 58,571 | $ | 31,091 | $ | 2,997 | $ | — | $ | — | $ | — | $ | 11,498 | $ | 8 | $ | 177 | $ | 117,272 | ||||||||||||||||||||||
Segment assets at March 31, 2015 | $ | 1,280,742 | $ | 696,276 | $ | 147,078 | $ | 99,335 | $ | 94,400 | $ | 100,849 | $ | 334,271 | $ | 117,919 | $ | 77,340 | $ | 162,170 | $ | 3,110,380 | ||||||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||
Revenues from real estate operations | $ | 61,113 | $ | 24,968 | $ | 8,479 | $ | 2,555 | $ | 3,634 | $ | 4,316 | $ | 11,496 | $ | 3,340 | $ | 2,594 | $ | 2,401 | $ | 124,896 | ||||||||||||||||||||||
Property operating expenses | 23,597 | 8,973 | 4,474 | 653 | 1,765 | 1,504 | 5,476 | 1,300 | 322 | 1,688 | 49,752 | |||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 37,516 | $ | 15,995 | $ | 4,005 | $ | 1,902 | $ | 1,869 | $ | 2,812 | $ | 6,020 | $ | 2,040 | $ | 2,272 | $ | 713 | $ | 75,144 | ||||||||||||||||||||||
Additions to long-lived assets | $ | 5,741 | $ | 3,495 | $ | (6 | ) | $ | 2,507 | $ | 63 | $ | 839 | $ | 1,012 | $ | 11 | $ | 55 | $ | 12 | $ | 13,729 | |||||||||||||||||||||
Transfers from non-operating properties | $ | 6,911 | $ | 26,588 | $ | — | $ | 20,102 | $ | — | $ | — | $ | 74 | $ | 3,176 | $ | 11 | $ | 78 | $ | 56,940 | ||||||||||||||||||||||
Segment assets at March 31, 2014 | $ | 1,244,876 | $ | 636,895 | $ | 117,812 | $ | 99,378 | $ | 97,843 | $ | 95,645 | $ | 300,619 | $ | 94,428 | $ | 79,542 | $ | 165,711 | $ | 2,932,749 | ||||||||||||||||||||||
Schedule of reconciliation of segment revenues to total revenues | The following table reconciles our segment revenues to total revenues as reported on our consolidated statements of operations (in thousands): | |||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment revenues from real estate operations | $ | 122,710 | $ | 124,896 | ||||||||||||||||||||||||||||||||||||||||
Construction contract and other service revenues | 38,324 | 21,790 | ||||||||||||||||||||||||||||||||||||||||||
Less: Revenues from discontinued operations | — | (19 | ) | |||||||||||||||||||||||||||||||||||||||||
Total revenues | $ | 161,034 | $ | 146,667 | ||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of segment property operating expenses to total property operating expenses | The following table reconciles our segment property operating expenses to property operating expenses as reported on our consolidated statements of operations (in thousands): | |||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment property operating expenses | $ | 50,686 | $ | 49,752 | ||||||||||||||||||||||||||||||||||||||||
Less: Property operating expenses from discontinued operations | (5 | ) | 20 | |||||||||||||||||||||||||||||||||||||||||
Total property operating expenses | $ | 50,681 | $ | 49,772 | ||||||||||||||||||||||||||||||||||||||||
Schedule of computation of net operating income from service operations | The table below sets forth the computation of our NOI from service operations (in thousands): | |||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Construction contract and other service revenues | $ | 38,324 | $ | 21,790 | ||||||||||||||||||||||||||||||||||||||||
Construction contract and other service expenses | (37,498 | ) | (18,624 | ) | ||||||||||||||||||||||||||||||||||||||||
NOI from service operations | $ | 826 | $ | 3,166 | ||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of net operating income from real estate operations and service operations to (loss) income from continuing operations | The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to income from continuing operations as reported on our consolidated statements of operations (in thousands): | |||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
NOI from real estate operations | $ | 72,024 | $ | 75,144 | ||||||||||||||||||||||||||||||||||||||||
NOI from service operations | 826 | 3,166 | ||||||||||||||||||||||||||||||||||||||||||
Interest and other income | 1,283 | 1,285 | ||||||||||||||||||||||||||||||||||||||||||
Equity in income of unconsolidated entities | 25 | 60 | ||||||||||||||||||||||||||||||||||||||||||
Income tax expense | (55 | ) | (64 | ) | ||||||||||||||||||||||||||||||||||||||||
Other adjustments: | — | |||||||||||||||||||||||||||||||||||||||||||
Depreciation and other amortization associated with real estate operations | (31,599 | ) | (43,596 | ) | ||||||||||||||||||||||||||||||||||||||||
General, administrative and leasing expenses | (7,891 | ) | (8,143 | ) | ||||||||||||||||||||||||||||||||||||||||
Business development expenses and land carry costs | (2,790 | ) | (1,326 | ) | ||||||||||||||||||||||||||||||||||||||||
Interest expense on continuing operations | (20,838 | ) | (20,827 | ) | ||||||||||||||||||||||||||||||||||||||||
NOI from discontinued operations | 5 | (39 | ) | |||||||||||||||||||||||||||||||||||||||||
Loss on early extinguishment of debt | (3 | ) | — | |||||||||||||||||||||||||||||||||||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | ||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of segment assets to total assets | The following table reconciles our segment assets to the consolidated total assets of COPT and subsidiaries (in thousands): | |||||||||||||||||||||||||||||||||||||||||||
March 31, | March 31, | |||||||||||||||||||||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
Segment assets | $ | 3,110,380 | $ | 2,932,749 | ||||||||||||||||||||||||||||||||||||||||
Non-operating property assets | 496,930 | 503,030 | ||||||||||||||||||||||||||||||||||||||||||
Other assets | 169,845 | 170,118 | ||||||||||||||||||||||||||||||||||||||||||
Total COPT consolidated assets | $ | 3,777,155 | $ | 3,605,897 | ||||||||||||||||||||||||||||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Schedule of payouts for defined performance under performance-based awards of share-based compensation | The number of PSUs earned (“earned PSUs”) at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return relative to a peer group of companies, as set forth in the following schedule: | ||
Percentile Rank | Earned PSUs Payout % | ||
75th or greater | 200% of PSUs granted | ||
50th or greater | 100% of PSUs granted | ||
25th | 50% of PSUs granted | ||
Below 25th | 0% of PSUs granted |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components of provision for income tax | Our TRS’s provision for income taxes consisted of the following (in thousands): | ||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Deferred | |||||||||
Federal | $ | 45 | $ | 53 | |||||
State | 10 | 11 | |||||||
Total income tax expense | $ | 55 | $ | 64 | |||||
Earnings_Per_Share_EPS_and_Ear1
Earnings Per Share ("EPS") and Earnings Per Unit ("EPU") (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Line Items] | |||||||||
Summary of calculation of numerator and denominator in basic and diluted earnings per share | Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data): | ||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | |||||
Gain on sales of real estate, net | 3,986 | — | |||||||
Preferred share dividends | (3,552 | ) | (4,490 | ) | |||||
Income from continuing operations attributable to noncontrolling interests | (1,392 | ) | (932 | ) | |||||
Income from continuing operations attributable to restricted shares | (122 | ) | (121 | ) | |||||
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders | $ | 9,907 | $ | 117 | |||||
Discontinued operations | (238 | ) | 11 | ||||||
Discontinued operations attributable to noncontrolling interests | 12 | 2 | |||||||
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders | $ | 9,681 | $ | 130 | |||||
Denominator (all weighted averages): | |||||||||
Denominator for basic EPS (common shares) | 93,199 | 87,080 | |||||||
Dilutive effect of share-based compensation awards | 198 | 112 | |||||||
Denominator for diluted EPS (common shares) | 93,397 | 87,192 | |||||||
Basic EPS: | |||||||||
Income from continuing operations attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPT common shareholders | 0 | 0 | |||||||
Net income attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Diluted EPS: | |||||||||
Income from continuing operations attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPT common shareholders | 0 | 0 | |||||||
Net income attributable to COPT common shareholders | $ | 0.1 | $ | 0 | |||||
Schedule of securities excluded from computation of diluted earnings per share | Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods (in thousands): | ||||||||
Weighted Average Shares Excluded from Denominator | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Conversion of common units | 3,732 | 3,958 | |||||||
Conversion of Series I Preferred Units | 176 | 176 | |||||||
Conversion of Series K Preferred Shares | 434 | 434 | |||||||
Corporate Office Properties, L.P. | |||||||||
Earnings Per Share [Line Items] | |||||||||
Summary of calculation of numerator and denominator in basic and diluted earnings per share | Summaries of the numerator and denominator for purposes of basic and diluted EPU calculations are set forth below (in thousands, except per unit data): | ||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Income from continuing operations | $ | 10,987 | $ | 5,660 | |||||
Gain on sales of real estate, net | 3,986 | — | |||||||
Preferred unit distributions | (3,717 | ) | (4,655 | ) | |||||
Income from continuing operations attributable to noncontrolling interests | (821 | ) | (739 | ) | |||||
Income from continuing operations attributable to restricted units | (122 | ) | (121 | ) | |||||
Numerator for basic and diluted EPU from continuing operations attributable to COPLP common unitholders | $ | 10,313 | $ | 145 | |||||
Discontinued operations | (238 | ) | 11 | ||||||
Discontinued operations attributable to noncontrolling interests | 3 | 2 | |||||||
Numerator for basic and diluted EPU on net income attributable to COPLP common unitholders | $ | 10,078 | $ | 158 | |||||
Denominator (all weighted averages): | |||||||||
Denominator for basic EPU (common units) | 96,931 | 91,038 | |||||||
Dilutive effect of share-based compensation awards | 198 | 112 | |||||||
Denominator for basic and diluted EPU (common units) | 97,129 | 91,150 | |||||||
Basic EPU: | |||||||||
Income from continuing operations attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPLP common unitholders | 0 | 0 | |||||||
Net income attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Diluted EPU: | |||||||||
Income from continuing operations attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Discontinued operations attributable to COPLP common unitholders | 0 | 0 | |||||||
Net income attributable to COPLP common unitholders | $ | 0.1 | $ | 0 | |||||
Schedule of securities excluded from computation of diluted earnings per share | Our diluted EPU computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPU for the respective periods (in thousands): | ||||||||
Weighted Average Units Excluded from Denominator | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Conversion of Series I preferred units | 176 | 176 | |||||||
Conversion of Series K preferred units | 434 | 434 | |||||||
Organization_Details
Organization (Details) | Mar. 31, 2015 |
Property | |
Debt in default of payment terms | Northern Virginia | Wholly owned subsidiary | |
Investments in real estate | |
Number of real estate properties | 2 |
Operating office properties | |
Investments in real estate | |
Number of real estate properties | 178 |
Square footage of real estate properties (in square feet) | 17,700,000 |
Office properties under, or contractually committed for, construction or approved for redevelopment | |
Investments in real estate | |
Number of real estate properties | 12 |
Square footage of real estate properties (in square feet) | 1,400,000 |
Partially operational properties | |
Investments in real estate | |
Number of real estate properties | 1 |
Land controlled for future development | |
Investments in real estate | |
Square footage of real estate properties (in square feet) | 1,402 |
Developable square feet | 17,600,000 |
Partially operational, wholesale data center | |
Investments in real estate | |
The expected stabilization critical load after completion of development (in megawatts) | 19.25 |
Organization_Details_2
Organization (Details 2) (Corporate Office Properties, L.P.) | 3 Months Ended |
Mar. 31, 2015 | |
Common Units | |
Forms of ownership in Operating Partnership and ownership percentage by the entity | |
Percentage ownership in operating partnership | 96.30% |
Preferred Units | |
Forms of ownership in Operating Partnership and ownership percentage by the entity | |
Percentage ownership in operating partnership | 95.50% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Liabilities: | ||||
Interest rate derivatives | $4,282 | $1,855 | ||
Redeemable noncontrolling interest | 18,895 | 18,417 | 17,654 | 17,758 |
Corporate Office Properties, L.P. | ||||
Liabilities: | ||||
Interest rate derivatives | 4,282 | 1,855 | ||
Fair value measurement on a recurring basis | ||||
Assets: | ||||
Warrants to purchase common stock | 89 | |||
Assets | 6,025 | |||
Liabilities: | ||||
Deferred compensation plan liability | 5,936 | |||
Interest rate derivatives | 4,282 | |||
Liabilities | 10,218 | |||
Redeemable noncontrolling interest | 18,895 | |||
Fair value measurement on a recurring basis | Mutual funds | ||||
Assets: | ||||
Marketable securities in deferred compensation plan | 5,826 | |||
Fair value measurement on a recurring basis | Other | ||||
Assets: | ||||
Marketable securities in deferred compensation plan | 110 | |||
Fair value measurement on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Assets: | ||||
Assets | 5,936 | |||
Fair value measurement on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | ||||
Assets: | ||||
Marketable securities in deferred compensation plan | 5,826 | |||
Fair value measurement on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Other | ||||
Assets: | ||||
Marketable securities in deferred compensation plan | 110 | |||
Fair value measurement on a recurring basis | Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Warrants to purchase common stock | 89 | |||
Assets | 89 | |||
Liabilities: | ||||
Deferred compensation plan liability | 5,936 | |||
Interest rate derivatives | 4,282 | |||
Liabilities | 10,218 | |||
Fair value measurement on a recurring basis | Significant Unobservable Inputs (Level 3) | ||||
Liabilities: | ||||
Redeemable noncontrolling interest | 18,895 | |||
Fair value measurement on a recurring basis | Corporate Office Properties, L.P. | ||||
Assets: | ||||
Warrants to purchase common stock | 89 | |||
Liabilities: | ||||
Interest rate derivatives | 4,282 | |||
Redeemable noncontrolling interest | 18,895 | |||
Fair value measurement on a recurring basis | Corporate Office Properties, L.P. | Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Warrants to purchase common stock | 89 | |||
Liabilities: | ||||
Interest rate derivatives | 4,282 | |||
Fair value measurement on a recurring basis | Corporate Office Properties, L.P. | Significant Unobservable Inputs (Level 3) | ||||
Liabilities: | ||||
Redeemable noncontrolling interest | $18,895 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (Redeemable Non-Controlling Interest, Fair value measurement on a recurring basis, Significant Unobservable Inputs (Level 3)) | 3 Months Ended |
Mar. 31, 2015 | |
Redeemable Non-Controlling Interest | Fair value measurement on a recurring basis | Significant Unobservable Inputs (Level 3) | |
Assets and liabilities measured at fair value on a non-recurring basis | |
Fair value inputs, discount rate | 15.50% |
Properties_net_Details
Properties, net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Investments in real estate | |||
Operating properties, net | $2,888,534,000 | $2,751,488,000 | |
Greater Philadelphia | |||
Investments in real estate | |||
Depreciation expense on reclassified assets | 12,900,000 | ||
Operating properties, net | |||
Investments in real estate | |||
Less: accumulated depreciation | -724,539,000 | -703,083,000 | |
Operating properties, net | Land | |||
Investments in real estate | |||
Gross | 455,639,000 | 439,355,000 | |
Operating properties, net | Buildings and improvements | |||
Investments in real estate | |||
Gross | $3,157,434,000 | $3,015,216,000 |
Properties_net_Details_2
Properties, net (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Properties | ||
Projects in development or held for future development | $489,618 | $545,426 |
Assets held for sale, net | 0 | 14,339 |
Greater Baltimore | ||
Properties | ||
Number of properties held-for-sale | 2 | |
Assets held for sale, net | 14,300 | |
Projects in development or held for future development | Land in development or held for future development | ||
Properties | ||
Projects in development or held for future development | 219,852 | 214,977 |
Projects in development or held for future development | Construction in progress, excluding land | ||
Properties | ||
Projects in development or held for future development | $269,766 | $330,449 |
Properties_net_Details_3
Properties, net (Details 3) (USD $) | 0 Months Ended | 3 Months Ended | |
Mar. 19, 2015 | Mar. 31, 2015 | Mar. 19, 2015 | |
sqft | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 10 years | ||
Tenant relationship value | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 8 years | ||
250 W Pratt St | Baltimore, Maryland | |||
Business Acquisition [Line Items] | |||
Square footage of real estate properties (in square feet) | 367,000 | 367,000 | |
Acquired property percentage leased | 96.20% | 96.20% | |
Total acquisition cost | $61,900,000 | ||
Land | 8,057,000 | 8,057,000 | |
Building and improvements | 34,740,000 | 34,740,000 | |
Intangible assets on real estate acquisitions | 20,183,000 | 20,183,000 | |
Total assets | 62,980,000 | 62,980,000 | |
Below-market leases | -1,093,000 | -1,093,000 | |
Total acquisition cost | 61,887,000 | 61,887,000 | |
Finite-lived intangible assets acquired | 20,183,000 | ||
Weighted average useful life | 8 years | ||
Operating property acquisition costs | 1,000,000 | ||
250 W Pratt St | Baltimore, Maryland | Tenant relationship value | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 7,252,000 | ||
Weighted average useful life | 11 years | ||
250 W Pratt St | Baltimore, Maryland | In-place lease value | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 10,218,000 | ||
Weighted average useful life | 7 years | ||
250 W Pratt St | Baltimore, Maryland | Above market leases | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $2,713,000 | ||
Weighted average useful life | 4 years |
Properties_net_Details_4
Properties, net (Details 4) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
sqft | |
Property | |
Newly constructed properties placed in service | |
Construction and Redevelopment Activities | |
Square feet of properties placed in service | 440,000 |
Number of real estate properties placed in service | 3 |
Properties under construction or contractually committed for construction | |
Construction and Redevelopment Activities | |
Number of real estate properties | 7 |
Square footage of real estate properties (in square feet) | 1,100,000 |
Properties under construction or contractually committed for construction | Baltimore and Washington Corridor | |
Construction and Redevelopment Activities | |
Number of real estate properties | 2 |
Properties under construction or contractually committed for construction | Northern Virginia | |
Construction and Redevelopment Activities | |
Number of real estate properties | 4 |
Properties under construction or contractually committed for construction | Huntsville | |
Construction and Redevelopment Activities | |
Number of real estate properties | 1 |
Properties redeveloped | |
Construction and Redevelopment Activities | |
Square feet of properties placed in service | 111,000 |
Properties under or approved for redevelopment | |
Construction and Redevelopment Activities | |
Number of real estate properties | 5 |
Square footage of real estate properties (in square feet) | 344,000 |
Properties under or approved for redevelopment | Baltimore and Washington Corridor | |
Construction and Redevelopment Activities | |
Number of real estate properties | 3 |
Properties under or approved for redevelopment | Greater Philadelphia | |
Construction and Redevelopment Activities | |
Number of real estate properties | 1 |
Properties under or approved for redevelopment | St Marys County | |
Construction and Redevelopment Activities | |
Number of real estate properties | 1 |
Non-operating properties | |
Construction and Redevelopment Activities | |
Sale price of land | 18.1 |
Gain on sale | 4 |
Partially operational properties | |
Construction and Redevelopment Activities | |
Number of real estate properties | 1 |
Real_Estate_Joint_Ventures_Det
Real Estate Joint Ventures (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Consolidated real estate joint ventures | |
Investments in consolidated real estate joint ventures | |
Total Assets | $208,769 |
Encumbered Assets | 114,414 |
Total Liabilities | 82,014 |
LW Redstone Company, LLC | |
Investments in consolidated real estate joint ventures | |
Buildings Operated by Joint Ventures Number | 4 |
LW Redstone Company, LLC | Variable Interest Entity, Primary Beneficiary [Member] | |
Investments in consolidated real estate joint ventures | |
Ownership (as a percent) | 85.00% |
Total Assets | 149,098 |
Encumbered Assets | 65,934 |
Total Liabilities | 43,314 |
M Square Associates, LLC | |
Investments in consolidated real estate joint ventures | |
Buildings Operated by Joint Ventures Number | 2 |
M Square Associates, LLC | Variable Interest Entity, Primary Beneficiary [Member] | |
Investments in consolidated real estate joint ventures | |
Ownership (as a percent) | 50.00% |
Total Assets | 59,671 |
Encumbered Assets | 48,480 |
Total Liabilities | $38,700 |
Intangible_Assets_on_Real_Esta2
Intangible Assets on Real Estate Acquisitions (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | $208,067,000 | $188,467,000 | |
Accumulated Amortization | 146,590,000 | 144,613,000 | |
Net Carrying Amount | 61,477,000 | 43,854,000 | |
Amortization of intangible assets | 2,600,000 | 3,600,000 | |
Weighted average useful life | 10 years | ||
Estimated future amortization expense associated with the intangible asset categories for the next five years | |||
Remainder of fiscal year | 9,400,000 | ||
2016 | 11,600,000 | ||
2017 | 9,400,000 | ||
2018 | 6,300,000 | ||
2019 | 5,100,000 | ||
2020 | 3,800,000 | ||
In-place lease value | |||
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | 133,395,000 | 123,759,000 | |
Accumulated Amortization | 102,019,000 | 101,040,000 | |
Net Carrying Amount | 31,376,000 | 22,719,000 | |
Weighted average useful life | 6 years | ||
Tenant relationship value | |||
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | 49,552,000 | 42,301,000 | |
Accumulated Amortization | 29,265,000 | 28,492,000 | |
Net Carrying Amount | 20,287,000 | 13,809,000 | |
Weighted average useful life | 8 years | ||
Below-market cost arrangements | |||
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | 12,415,000 | 12,415,000 | |
Accumulated Amortization | 6,154,000 | 5,984,000 | |
Net Carrying Amount | 6,261,000 | 6,431,000 | |
Weighted average useful life | 31 years | ||
Above-market leases | |||
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | 11,372,000 | 8,659,000 | |
Accumulated Amortization | 8,211,000 | 8,159,000 | |
Net Carrying Amount | 3,161,000 | 500,000 | |
Weighted average useful life | 4 years | ||
Market concentration premium | |||
Intangible assets on real estate acquisitions | |||
Gross Carrying Amount | 1,333,000 | 1,333,000 | |
Accumulated Amortization | 941,000 | 938,000 | |
Net Carrying Amount | $392,000 | $395,000 | |
Weighted average useful life | 27 years |
Investing_Receivables_Details
Investing Receivables (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Investing receivables | $52,814 | $52,147 |
Notes Receivable from City of Huntsville | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Investing receivables | 49,814 | 49,147 |
Notes Receivable from City of Huntsville | LW Redstone Company, LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Stated interest rate (as a percent) | 9.95% | |
Other investing loans receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Investing receivables | $3,000 | $3,000 |
Prepaid_Expenses_and_Other_Ass2
Prepaid Expenses and Other Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets [Abstract] | ||
Construction contract costs incurred in excess of billings | $19,136,000 | $6,656,000 |
Prepaid expenses | 14,862,000 | 20,570,000 |
Lease incentives, net | 13,183,000 | 13,344,000 |
Furniture, fixtures and equipment, net | 6,349,000 | 6,637,000 |
Deposit on acquisitions | 5,066,000 | 516,000 |
Deferred tax asset, net | 3,946,000 | 4,002,000 |
Operating notes receivable | 3,629,000 | 3,797,000 |
Equity method investments | 2,390,000 | 2,368,000 |
Other assets | 2,939,000 | 2,359,000 |
Prepaid expenses and other assets | 71,500,000 | 60,249,000 |
Long-term Operating Notes Receivable | ||
Mortgage and Other Investing Receivables [Line Items] | ||
Operating notes receivable | 3,600,000 | 3,600,000 |
Allowances for estimated losses | 281,000 | 252,000 |
Taxable REIT Subsidiary | ||
Mortgage and Other Investing Receivables [Line Items] | ||
Deferred tax assets, valuation allowance | $2,100,000 | $2,100,000 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 20, 2015 | Dec. 31, 2014 | |
Debt | ||||
Carrying Value | $1,999,622,000 | $1,920,057,000 | ||
Interest costs capitalized | 2,100,000 | 1,600,000 | ||
Wholly owned subsidiary | ||||
Debt | ||||
Debt Instrument, Debt Default, Amount | 150,000,000 | |||
Mortgage and Other Secured Loans: | ||||
Debt | ||||
Carrying Value | 422,361,000 | 424,016,000 | ||
Fixed rate mortgage loans | ||||
Debt | ||||
Carrying Value | 385,693,000 | 387,139,000 | ||
Stated interest rates, low end of range (as a percent) | 3.96% | |||
Stated interest rates, high end of range (as a percent) | 10.65% | |||
Unamortized premium included in carrying value | 36,000 | 42,000 | ||
Weighted average interest rate (as a percent) | 8.11% | |||
Debt, Weighted Average Interest Rate, Excluding Incremental Rate On Default Rate | 6.16% | |||
Fixed rate mortgage loans | Maximum | ||||
Debt | ||||
Interest rate excluding incremental rate on default rate (percent) | 7.87% | |||
Variable rate secured loans | ||||
Debt | ||||
Carrying Value | 36,668,000 | 36,877,000 | ||
Description of variable rate basis | LIBOR | |||
Stated interest rate (as a percent) | 2.42% | |||
Variable rate secured loans | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt | ||||
Variable rate, spread (as a percent) | 2.25% | |||
Variable rate secured loans | Revolving Credit Facility | ||||
Debt | ||||
Weighted average interest rate (as a percent) | 1.45% | |||
Revolving Credit Facility | ||||
Debt | ||||
Carrying Value | 164,000,000 | 83,000,000 | ||
Description of variable rate basis | LIBOR | |||
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt | ||||
Variable rate, spread (as a percent) | 0.98% | |||
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt | ||||
Variable rate, spread (as a percent) | 1.75% | |||
Revolving Credit Facility | Revolving Credit Facility | ||||
Debt | ||||
Maximum Availability | 800,000,000 | |||
Term Loan Facilities | ||||
Debt | ||||
Carrying Value | 520,000,000 | 520,000,000 | ||
Description of variable rate basis | LIBOR | |||
Weighted average interest rate (as a percent) | 1.82% | |||
Additional borrowing capacity available provided there is no default under the agreement | 330,000,000 | |||
Term Loan Facilities | Minimum | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt | ||||
Variable rate, spread (as a percent) | 1.10% | |||
Term Loan Facilities | Maximum | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt | ||||
Variable rate, spread (as a percent) | 2.60% | |||
3.60% Senior Notes | Unsecured senior notes | ||||
Debt | ||||
Carrying Value | 347,560,000 | 347,496,000 | ||
Stated interest rate (as a percent) | 3.60% | |||
Interest rate on debt (as a percent) | 3.70% | |||
Debt instrument, face amount | 350,000,000 | |||
Unamortized discount included in carrying value | 2,400,000 | 2,500,000 | ||
5.250% Senior Notes | Unsecured senior notes | ||||
Debt | ||||
Carrying Value | 245,888,000 | 245,797,000 | ||
Stated interest rate (as a percent) | 5.25% | |||
Interest rate on debt (as a percent) | 5.49% | |||
Debt instrument, face amount | 250,000,000 | |||
Unamortized discount included in carrying value | 4,100,000 | 4,200,000 | ||
3.70% Senior Notes | Unsecured senior notes | ||||
Debt | ||||
Carrying Value | 297,655,000 | 297,569,000 | ||
Stated interest rate (as a percent) | 3.70% | |||
Interest rate on debt (as a percent) | 3.85% | |||
Debt instrument, face amount | 300,000,000 | |||
Unamortized discount included in carrying value | 2,300,000 | 2,400,000 | ||
Unsecured notes payable | ||||
Debt | ||||
Carrying Value | 1,583,000 | 1,607,000 | ||
Stated interest rate (as a percent) | 0.00% | |||
Unamortized discount included in carrying value | 628,000 | 654,000 | ||
4.25% Exchangeable Senior Notes | ||||
Debt | ||||
Carrying Value | 575,000 | 572,000 | ||
Stated interest rate (as a percent) | 4.25% | |||
Interest rate on debt (as a percent) | 6.05% | |||
Unamortized discount included in carrying value | 3,000 | |||
Exchange rate per $1000 principal amount (in common shares) | 20.8513 | |||
Convertible debt principal amount, basis for exchange | 1,000 | |||
Exchange price per common share based on exchange rate (in dollars per share) | $47.96 | |||
Principal amount of debt | $575,000 | |||
4.25% Exchangeable Senior Notes | Subsequent Event | ||||
Debt | ||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% | |||
Debt in default of payment terms | Wholly owned subsidiary | ||||
Debt | ||||
Stated interest rate (as a percent) | 10.65% | |||
Debt in default of payment terms | Wholly owned subsidiary | Northern Virginia | ||||
Debt | ||||
Number of real estate properties | 2 |
Debt_Details_2
Debt (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Carrying amount and estimated fair value of debt | ||
Carrying Value | $1,999,622 | $1,920,057 |
4.25% Exchangeable Senior Notes | ||
Carrying amount and estimated fair value of debt | ||
Carrying Value | 575 | 572 |
Carrying Amount | ||
Carrying amount and estimated fair value of debt | ||
Variable-rate debt | 720,668 | 639,877 |
Carrying Value | 1,999,622 | 1,920,057 |
Carrying Amount | Unsecured senior notes | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | 891,103 | 890,862 |
Carrying Amount | 4.25% Exchangeable Senior Notes | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | 575 | 572 |
Carrying Amount | Other fixed-rate debt | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | 387,276 | 388,746 |
Total Estimated Fair Value | ||
Carrying amount and estimated fair value of debt | ||
Variable-rate debt | 722,752 | 642,091 |
Carrying Value | 1,992,236 | 1,900,067 |
Total Estimated Fair Value | Unsecured senior notes | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | 918,074 | 901,599 |
Total Estimated Fair Value | 4.25% Exchangeable Senior Notes | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | 575 | 575 |
Total Estimated Fair Value | Other fixed-rate debt | ||
Carrying amount and estimated fair value of debt | ||
Fixed-rate debt | $350,835 | $355,802 |
Interest_Rate_Derivatives_Deta
Interest Rate Derivatives (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Effect of interest rate derivatives on consolidated statements of operations and comprehensive income | |||
Amount of losses recognized in accumulated other comprehensive loss (“AOCLâ€) (effective portion) | ($3,474,000) | ($2,123,000) | |
Interest Expense [Member] | |||
Effect of interest rate derivatives on consolidated statements of operations and comprehensive income | |||
Amount of losses reclassified from AOCL into interest expense (effective portion) | 773,000 | 695,000 | |
Interest rate swaps | |||
Effect of interest rate derivatives on consolidated statements of operations and comprehensive income | |||
Approximate loss amount to be reclassified from AOCI to interest expense over the next 12 months | -3,200,000 | ||
Interest rate derivatives in liability position, fair value | 4,300,000 | ||
Termination value to settle obligations under interest rate derivative agreements | 4,500,000 | ||
Interest rate swaps | Prepaid expenses and other current assets | |||
Fair value of interest rate derivatives and balance sheet classification | |||
Interest rate derivatives | 0 | 274,000 | |
Interest rate swaps | Interest rate derivatives | |||
Fair value of interest rate derivatives and balance sheet classification | |||
Fair value of Interest rate swaps classified as interest rate derivatives | -4,282,000 | -1,855,000 | |
Designated | |||
Fair values of interest rate swap derivatives | |||
Fair value of interest rate swaps | -4,282,000 | -1,581,000 | |
Designated | Interest rate swap, effective date January 3, 2012, swap three | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 0.83% | ||
Fair value of interest rate swaps | -267,000 | -407,000 | |
Designated | Interest rate swap, effective date January 3, 2012, swap four | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 0.83% | ||
Fair value of interest rate swaps | -267,000 | -407,000 | |
Designated | Interest rate swap, effective date November 2, 2010 | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 36,668,000 | ||
Fixed rate (as a percent) | 3.83% | ||
Fair value of interest rate swaps | -291,000 | -400,000 | |
Notional amount of interest rate derivatives after scheduled amortization | 36,200,000 | ||
Designated | Interest rate swap, effective date November 2, 2010 | London Interbank Offered Rate (LIBOR) [Member] | |||
Fair values of interest rate swap derivatives | |||
Derivative, basis spread on variable rate | 2.25% | ||
Designated | Interest rate swap, effective date September 2, 2014, swap one | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 0.81% | ||
Fair value of interest rate swaps | -455,000 | -317,000 | |
Designated | Interest rate swap, effective date September 2, 2014, swap two | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 0.81% | ||
Fair value of interest rate swaps | -461,000 | -324,000 | |
Designated | Interest rate swap, effective date September 1, 2015, swap one | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 1.67% | ||
Fair value of interest rate swaps | -1,161,000 | 239,000 | |
Designated | Interest rate swap, effective date September 1, 2015, swap two | |||
Fair values of interest rate swap derivatives | |||
Notional Amount | 100,000,000 | ||
Fixed rate (as a percent) | 1.73% | ||
Fair value of interest rate swaps | ($1,380,000) | $35,000 |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interests (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $18,417 | $17,758 |
Distribution to noncontrolling interest | -157 | -68 |
Net income attributable to noncontrolling interest | 562 | 504 |
Adjustment to arrive at fair value of interest | 73 | -540 |
Ending balance | $18,895 | $17,654 |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Class of Stock [Line Items] | ||
Number of operating partnerships units converted into common shares (in units) | 158,000 | 48,498 |
Common Shares | ||
Class of Stock [Line Items] | ||
Shares issued to the public (in units/ shares) | 890,241 | |
Weighted average price per share of stock issued | 30.29 | |
Net proceeds of stock issuance | 26.6 | |
Commission costs | 0.4 | |
Remaining capacity under ATM Plan | 84 | |
Corporate Office Properties, L.P. | Common Shares | ||
Class of Stock [Line Items] | ||
Shares issued to the public (in units/ shares) | 890,241 |
Information_by_Business_Segmen2
Information by Business Segment (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
segment | |||
Segment Reporting [Abstract] | |||
Number of primary office property segments | 10 | ||
Segment financial information for real estate operations | |||
Revenues from real estate operations | $122,710 | $124,896 | |
Property operating expenses | 50,686 | 49,752 | |
NOI from real estate operations | 72,024 | 75,144 | |
Segment assets | 3,777,155 | 3,605,897 | 3,670,257 |
Operating Segment Total | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 122,710 | 124,896 | |
Property operating expenses | 50,686 | 49,752 | |
NOI from real estate operations | 72,024 | 75,144 | |
Additions to long-lived assets | 71,971 | 13,729 | |
Transfers from non-operating properties | 117,272 | 56,940 | |
Segment assets | 3,110,380 | 2,932,749 | |
Baltimore and Washington Corridor | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 61,792 | 61,113 | |
Property operating expenses | 23,583 | 23,597 | |
NOI from real estate operations | 38,209 | 37,516 | |
Additions to long-lived assets | 3,445 | 5,741 | |
Transfers from non-operating properties | 12,930 | 6,911 | |
Segment assets | 1,280,742 | 1,244,876 | |
Northern Virginia | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 21,749 | 24,968 | |
Property operating expenses | 9,121 | 8,973 | |
NOI from real estate operations | 12,628 | 15,995 | |
Additions to long-lived assets | 2,821 | 3,495 | |
Transfers from non-operating properties | 58,571 | 26,588 | |
Segment assets | 696,276 | 636,895 | |
San Antonio | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 9,171 | 8,479 | |
Property operating expenses | 4,975 | 4,474 | |
NOI from real estate operations | 4,196 | 4,005 | |
Additions to long-lived assets | 21 | -6 | |
Transfers from non-operating properties | 31,091 | 0 | |
Segment assets | 147,078 | 117,812 | |
Huntsville | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 2,446 | 2,555 | |
Property operating expenses | 829 | 653 | |
NOI from real estate operations | 1,617 | 1,902 | |
Additions to long-lived assets | 83 | 2,507 | |
Transfers from non-operating properties | 2,997 | 20,102 | |
Segment assets | 99,335 | 99,378 | |
Washington, DC - Capitol Riverfront | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 3,364 | 3,634 | |
Property operating expenses | 1,814 | 1,765 | |
NOI from real estate operations | 1,550 | 1,869 | |
Additions to long-lived assets | 393 | 63 | |
Transfers from non-operating properties | 0 | 0 | |
Segment assets | 94,400 | 97,843 | |
St. Mary's and King George Counties | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 3,901 | 4,316 | |
Property operating expenses | 1,584 | 1,504 | |
NOI from real estate operations | 2,317 | 2,812 | |
Additions to long-lived assets | 1,200 | 839 | |
Transfers from non-operating properties | 0 | 0 | |
Segment assets | 100,849 | 95,645 | |
Greater Baltimore | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 11,485 | 11,496 | |
Property operating expenses | 4,997 | 5,476 | |
NOI from real estate operations | 6,488 | 6,020 | |
Additions to long-lived assets | 63,604 | 1,012 | |
Transfers from non-operating properties | 0 | 74 | |
Segment assets | 334,271 | 300,619 | |
Greater Philadelphia | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 3,224 | 3,340 | |
Property operating expenses | 1,375 | 1,300 | |
NOI from real estate operations | 1,849 | 2,040 | |
Additions to long-lived assets | 294 | 11 | |
Transfers from non-operating properties | 11,498 | 3,176 | |
Segment assets | 117,919 | 94,428 | |
Other | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 2,543 | 2,594 | |
Property operating expenses | 196 | 322 | |
NOI from real estate operations | 2,347 | 2,272 | |
Additions to long-lived assets | 80 | 55 | |
Transfers from non-operating properties | 8 | 11 | |
Segment assets | 77,340 | 79,542 | |
Wholesale Data Center | |||
Segment financial information for real estate operations | |||
Revenues from real estate operations | 3,035 | 2,401 | |
Property operating expenses | 2,212 | 1,688 | |
NOI from real estate operations | 823 | 713 | |
Additions to long-lived assets | 30 | 12 | |
Transfers from non-operating properties | 177 | 78 | |
Segment assets | $162,170 | $165,711 |
Information_by_Business_Segmen3
Information by Business Segment (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation of segment revenues to total revenues | ||
Segment revenues from real estate operations | $122,710 | $124,896 |
Construction contract and other service revenues | 38,324 | 21,790 |
Less: Revenues from discontinued operations | 0 | -19 |
Total revenues | 161,034 | 146,667 |
Reconciliation of segment property operating expenses to property operating expenses | ||
Segment property operating expenses | 50,686 | 49,752 |
Less: Property operating expenses from discontinued operations | -5 | 20 |
Total property operating expenses | 50,681 | 49,772 |
Computation of net operating income from service operations | ||
Construction contract and other service revenues | 38,324 | 21,790 |
Construction contract and other service expenses | -37,498 | -18,624 |
NOI from service operations | 826 | 3,166 |
Reconciliation of NOI from real estate operations and NOI from service operations to (loss) income from continuing operations | ||
NOI from real estate operations | 72,024 | 75,144 |
NOI from service operations | 826 | 3,166 |
Interest and other income | 1,283 | 1,285 |
Equity in income of unconsolidated entities | 25 | 60 |
Income tax expense | -55 | -64 |
Other adjustments: | ||
Depreciation and other amortization associated with real estate operations | -31,599 | -43,596 |
General, administrative and leasing expenses | -7,891 | -8,143 |
Business development expenses and land carry costs | -2,790 | -1,326 |
Interest expense on continuing operations | -20,838 | -20,827 |
NOI from discontinued operations | 5 | -39 |
Loss on early extinguishment of debt | -3 | 0 |
Income from continuing operations | $10,987 | $5,660 |
Information_by_Business_Segmen4
Information by Business Segment (Details 3) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
Reconciliation of segment assets to total assets | |||
Assets | $3,777,155 | $3,670,257 | $3,605,897 |
Segment assets | |||
Reconciliation of segment assets to total assets | |||
Assets | 3,110,380 | 2,932,749 | |
Non-operating property assets | |||
Reconciliation of segment assets to total assets | |||
Assets | 496,930 | 503,030 | |
Other assets | |||
Reconciliation of segment assets to total assets | |||
Assets | $169,845 | $170,118 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 05, 2015 | |
Options | |||
Exercised (in shares) | 70,374 | 26,614 | |
Performance share units | |||
Assumptions used to value stock awards | |||
Weighted average grant date fair value (in dollars per share) | 36.76 | ||
Baseline value per common share (in dollars per share) | 29.28 | ||
Expected volatility of common shares (as a percent) | 19.90% | ||
Risk-free interest rate (as a percent) | 0.99% | ||
Restricted shares | |||
Share-Based Compensation | |||
Stock awards granted (in shares or units) | 177,674 | ||
Aggregate grant date fair value | 5,200,000 | ||
Assumptions used to value stock awards | |||
Weighted average grant date fair value (in dollars per share) | 29.46 | ||
Other Share-based Compensation Additional Disclosures | |||
Shares vested (in shares) | 127,444 | ||
Weighted average fair value of shares vested (in dollars per share) | 26.01 | ||
Aggregate intrinsic value of restricted common shares, forfeiture restrictions lapsed | 3,700,000 | ||
Options | |||
Options | |||
Exercised (in shares) | 70,374 | ||
Weighted average exercise price (in dollars per share) | 26.23 | ||
Aggregate intrinsic value of options exercised (in dollars) | 291,000 | ||
2014 PSU Grants | Performance share units | |||
Share-Based Compensation | |||
Stock awards granted (in shares or units) | 45,656 | ||
Aggregate grant date fair value | $1,700,000 | ||
Potential earned PSUs payout for defined levels of performance under awards | |||
Earned PSUs payout (as a percent of PSUs granted) on 75th or greater percentile rank | 200.00% | ||
Earned PSUs payout (as a percent of PSUs granted) on 50th percentile rank | 100.00% | ||
Earned PSUs payout (as a percent of PSUs granted) on 25th percentile rank | 50.00% | ||
Performance share units granted on percentile rank below 25th (as a percent) | 0.00% | ||
The number of percentile ranks to fall between to earn interpolated PSUs between such percentile ranks, conditioned on the percentile rank exceeding 25% | 2 | ||
A2012PSUGrants [Member] | Performance share units | |||
Assumptions used to value stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares issued for Awards Vested in Period | 40,309 | ||
2013 PSU Grants [Member] | Performance share units | Former Chief Financial Officer [Member] | |||
Assumptions used to value stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Shares issued for Awards Vested in Period | 15,289 |
Income_Taxes_Details
Income Taxes (Details) (Taxable REIT Subsidiary, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Taxable REIT Subsidiary | ||
Deferred income tax (expense) benefit | ||
Federal | $45 | $53 |
State | 10 | 11 |
Total income tax expense | $55 | $64 |
Effective tax rate (as a percent) | 37.80% | 38.10% |
Earnings_Per_Share_EPS_and_Ear2
Earnings Per Share ("EPS") and Earnings Per Unit ("EPU") (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Numerator: | ||||
Income from continuing operations | $10,987 | $5,660 | ||
Gain on sales of real estate, net | 3,986 | 0 | ||
Preferred share/unit dividends/distributions | -3,552 | -4,490 | ||
Income from continuing operations attributable to noncontrolling interests | -1,392 | -932 | ||
Income from continuing operations attributable to restricted shares | -122 | -121 | ||
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders | 9,907 | 117 | ||
Discontinued operations | -238 | 11 | ||
Discontinued operations attributable to noncontrolling interests | 12 | 2 | ||
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders | 9,681 | 130 | ||
Denominator (all weighted averages): | ||||
Denominator for basic EPS (common shares) | 93,199 | 87,080 | ||
Dilutive effect of share-based compensation awards | 198 | 112 | ||
Denominator for diluted EPS (common shares) | 93,397 | 87,192 | ||
Basic EPS: | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Discontinued operations (in dollars per share/unit) | $0 | [1] | $0 | [1] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Diluted EPS: | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Discontinued operations (in dollars per share/unit) | $0 | [1] | $0 | [1] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [1] | $0 | [1] |
Corporate Office Properties, L.P. | ||||
Numerator: | ||||
Income from continuing operations | 10,987 | 5,660 | ||
Gain on sales of real estate, net | 3,986 | 0 | ||
Preferred share/unit dividends/distributions | -3,717 | -4,655 | ||
Income from continuing operations attributable to noncontrolling interests | -821 | -739 | ||
Income from continuing operations attributable to restricted shares | -122 | -121 | ||
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders | 10,313 | 145 | ||
Discontinued operations | -238 | 11 | ||
Discontinued operations attributable to noncontrolling interests | 3 | 2 | ||
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders | $10,078 | $158 | ||
Denominator (all weighted averages): | ||||
Denominator for basic EPS (common shares) | 96,931 | 91,038 | ||
Dilutive effect of share-based compensation awards | 198 | 112 | ||
Denominator for diluted EPS (common shares) | 97,129 | 91,150 | ||
Basic EPS: | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Discontinued operations (in dollars per share/unit) | $0 | [2] | $0 | [2] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Diluted EPS: | ||||
Income from continuing operations (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
Discontinued operations (in dollars per share/unit) | $0 | [2] | $0 | [2] |
Net income attributable to COPT common shareholders (in dollars per share/unit) | $0.10 | [2] | $0 | [2] |
[1] | Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office Properties Trust. | |||
[2] | Basic and diluted earnings per common unit are calculated based on amounts attributable to common unitholders of Corporate Office Properties, L.P. |
Earnings_Per_Share_EPS_and_Ear3
Earnings Per Share ("EPS") and Earnings Per Unit ("EPU") (Details 2) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Conversion of common units | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 3,732 | 3,958 |
Conversion of Series I Preferred Units | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 176 | 176 |
Conversion of Series K Preferred Shares | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 434 | 434 |
Weighted average restricted shares | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 400 | 390 |
Weighted average options | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 474 | 588 |
Corporate Office Properties, L.P. | Weighted average restricted shares | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 400 | 390 |
Corporate Office Properties, L.P. | Weighted average options | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 474 | 588 |
Corporate Office Properties, L.P. | Conversion of Series I preferred units | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 176 | 176 |
Corporate Office Properties, L.P. | Conversion of Series K preferred units | ||
Antidilutive securities | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 434 | 434 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 0 Months Ended | |
Aug. 31, 2010 | Apr. 15, 2015 | Mar. 31, 2015 | |
Property | |||
Tax incremental financing obligation | |||
The amount of tax incremental financing bonds issued by Anne Arundel County, Maryland | $30,000,000 | ||
Liability recognized with regard to tax incremental financing obligation at end of current period | 1,400,000 | ||
Environmental Indemnity Agreement | |||
Number of lease properties which were provided environmental indemnifications | 3 | ||
Environmental indemnification to the tenant against losses covered under prior owner's indemnity agreement | 5,000,000 | ||
Maximum environmental indemnification to the tenant against consequential damages after acquisition of property | 12,500,000 | ||
Additional costs agreed to be paid by the entity related to construction and environmental regulatory activities (as a percent) | 50.00% | ||
Maximum annual additional costs agreed to be paid by the entity related to construction and environmental regulatory activities | 300,000 | ||
Maximum additional costs agreed to be paid by the entity related to construction and environmental regulatory activities | 1,500,000 | ||
Subsequent Event | 2600 Park Tower Drive | Virginia | |||
Other Commitments [Line Items] | |||
Square footage of real estate properties (in square feet) | 240,000 | ||
Acquired property percentage leased | 100.00% | ||
Total acquisition cost | $83,000,000 |