EXHIBIT 99.1
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Earnings Release & Supplemental Information — Unaudited |
| December 31, 2012 | |
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OVERVIEW: | Section I |
| | INVESTING ACTIVITY: | Section IV |
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Earnings Release | i-ix |
| | Dispositions | 21 |
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Summary Description | 1 |
| | Operating Property Acquisition | 22 |
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Equity Research Coverage | 2 |
| | Construction, Redevelopment, Wholesale Data Center and Land | |
Selected Financial Summary Data | 3 |
| | & Pre-Construction Summary | 23 |
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Selected Portfolio Data | 4 |
| | Summary of Construction Projects | 24 |
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| | Summary of Redevelopment Projects | 25 |
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FINANCIAL STATEMENTS: | Section II |
| | Wholesale Data Center | 26 |
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Quarterly Consolidated Balance Sheets | 5 |
| | Summary of Land Held and Pre-Construction | 27 |
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Consolidated Statements of Operations | 6-7 |
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Consolidated Statements of FFO | 8-9 |
| | CAPITALIZATION: | Section V |
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Consolidated Reconciliations of AFFO | 10 |
| | Quarterly Common Equity Analysis | 28 |
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| | Quarterly Preferred Equity and Total Market Capitalization Analysis | 29 |
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PORTFOLIO INFORMATION: | Section III |
| | Dividend Analysis | 30 |
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Consolidated Office Properties by Region | 11 |
| | Debt Analysis | 31-32 |
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NOI from Real Estate Operations and Occupancy by Property Grouping | 12 |
| | Debt Maturity Schedule | 33 |
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Unstabilized Office Properties | 13 |
| | Consolidated Joint Ventures | 34 |
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Real Estate Revenues & NOI from Real Estate Operations by Segment | 14 |
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Same Office Properties Average Occupancy Rates by Region | 15 |
| | RECONCILIATIONS & DEFINITIONS: | Section VI |
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Same Office Property Real Estate Revenues & NOI by Region | 16 |
| | Supplementary Reconciliations of Non-GAAP Measures | 35-37 |
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Office Leasing | 17-18 |
| | Definitions | 38-42 |
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Office Lease Expiration Analysis | 19 |
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Top 20 Office Tenants | 20 |
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Please refer to the section entitled “Definitions” for definitions of non-GAAP measures and other terms we use herein that may not be customary or commonly known.
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| 6711 Columbia Gateway Drive, Suite 300 |
Columbia, Maryland 21046 |
Telephone 443-285-5400 |
Facsimile 443-285-7650 |
www.copt.com |
NYSE: OFC |
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| NEWS RELEASE |
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FOR IMMEDIATE RELEASE | IR Contacts: | |
| Stephanie Krewson | Michelle Layne |
| VP, Investor Relations | Investor Relations Specialist |
| 443-285-5453 | 443-285-5452 |
| stephanie.krewson@copt.com | michelle.layne@copt.com |
COPT REPORTS 2012 RESULTS; AFFIRMS 2013 GUIDANCE
COLUMBIA, MD February 8, 2013 - Corporate Office Properties Trust (COPT or the Company) (NYSE: OFC) announced financial and operating results for the fourth quarter and full year ended December 31, 2012.
"The COPT team exceeded expectations in 2012, with our strong execution of the Strategic Reallocation Plan, record development leasing and strengthening our balance sheet," stated Roger A. Waesche, Jr., COPT's President & Chief Executive Officer. "In fact, notwithstanding the on-going challenges presented by the Federal budget issues, we executed leases at development and redevelopment properties for 1.2 million square feet - the highest new leasing volume in COPT's history," he stated.
Results:
For the fourth quarter ended December 31, 2012 - Diluted earnings per share (EPS) was $0.16 for the quarter ended December 31, 2012 as compared to EPS loss of ($1.26) in the fourth quarter of 2011. Diluted funds from operations per share (FFOPS), as adjusted for comparability, was $0.51 for the fourth quarter ended December 31, 2012, which represented an 11% decrease from the $0.57 reported for the fourth quarter of 2011. Adjustments for comparability encompass items such as acquisition costs, impairments and gains on non-operating properties, losses on early extinguishment of debt and derivative losses. Please refer to the reconciliation tables that appear later in this press release. Per NAREIT's definition, FFOPS for the fourth quarter of 2012 was $0.49 versus ($0.35) reported in the fourth quarter of 2011.
For the year ended December 31, 2012 - EPS loss was ($0.03) for the year ended December 31, 2012 as compared to an EPS loss of ($1.97) for 2011. FFOPS for the full year 2012, as adjusted for comparability, was $2.11, which represented a 1% decrease from the $2.14 reported in 2011. Per NAREIT's definition, FFOPS for 2012 was $2.13 as compared to $0.72 for the full year 2011.
Operating Performance:
Portfolio Summary - At December 31, 2012, the Company's consolidated portfolio of 208 operating office properties totaled 18.8 million square feet. The weighted average remaining lease term for the portfolio was 4.4 years and the average rental rate (including tenant reimbursements) was $27.92 per square foot. The Company's consolidated portfolio was 87.8% occupied and 89.2% leased as of December 31, 2012.
Same Office Performance - The Company's same office portfolio excludes properties identified for eventual sale, including those in its Strategic Reallocation Plan. For the year ended December 31, 2012, COPT's same office portfolio represents 84% of the rentable square feet of the portfolio and consists of 177 properties.
For the year ended December 31, 2012, the Company's same office property cash NOI, excluding gross lease termination fees, increased 2.3% as compared to the year ended 2011. Including gross lease termination fees, same office property cash NOI for the year ended December 31, 2012 increased 2.8% over 2011. The Company's same office portfolio occupancy was 89.1% at year end 2012, up 80 basis points from the end of 2011.
Leasing - COPT completed a total of 1.4 million and 3.3 million square feet of leasing, respectively, for the quarter and year ended December 31, 2012. During these same periods, the Company's respective renewal rates were 86% and 64%. For the quarter and year ended December 31, 2012, total rent on renewed space increased 3.9% and 2.2%, respectively, as measured from the straight-line rent in effect preceding the renewal date; on a cash basis, renewal rents increased 1.0% in the fourth quarter of 2012 and decreased 4.2% for the year versus 2011.
Investment Activity for the year ended December 31, 2012:
Construction - At December 31, 2012, the Company had 11 properties totaling 1.4 million square feet under construction for a total projected cost of $288.7 million, of which $154.0 million had been incurred which was 67% pre-leased.
Acquisitions - During 2012, the Company acquired one building located at 13857 McLearen Road in Herndon, Virginia, with 202,000 square feet for $48.3 million.
Dispositions - In 2012, as part of the Company's Strategic Reallocation Plan, COPT disposed of 35 buildings aggregating 2.3 million square feet for $317.6 million.
Capital Transactions in 2012:
In February, the Company entered into a $250 million term loan agreement with its bank group. The Term Loan has a five-year term and a variable interest rate of LIBOR plus 1.65% to 2.40%, depending on the Company's leverage levels. The Company used proceeds from the Term Loan to repay outstanding balances on its unsecured line of credit.
In June, the Company issued $172.5 million dollars of Series L preferred shares with a 7.375% annual dividend. The Company used the proceeds to pay down its line of credit and redeemed all $55 million of its outstanding Series G preferred shares, which paid an 8% annual dividend.
In August, the Company entered into a $120 million term loan agreement, with the ability to expand the amount drawn during the term, subject to certain conditions, by an additional $80 million. The Term Loan has a seven-year term and a variable interest rate of LIBOR plus 2.10% to 2.60%, depending on the Company's leverage levels.
In October, the Company completed a public offering of 8,625,000 newly issued common shares, which generated net proceeds of approximately $204.9 million. COPT used the net proceeds from the offering to repay amounts outstanding under its unsecured revolving credit facility and for general corporate purposes.
Balance Sheet and Financial Flexibility:
As of December 31, 2012, the Company had a total market capitalization of $4.5 billion, with $2.0 billion in debt outstanding, equating to a 45.0% debt-to-total market capitalization ratio. Also, the Company's weighted average interest rate was 4.5% for the quarter ended December 31, 2012 and 80% of the Company's debt was subject to fixed interest rates, including the effect of interest rate swaps.
2013 FFO Guidance:
Management is affirming its previously issued guidance for 2013 FFOPS of between $1.83 and $1.93, and its first quarter 2013 FFOPS guidance of between $0.44 and $0.46. A reconciliation of projected diluted EPS to projected FFOPS for the quarter ending March 31, 2013 and the year ending December 31, 2013 is provided, as follows:
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| Quarter Ending | | Year Ending |
| March 31, 2013 | | December 31, 2013 |
| Low | | High | | Low | | High |
FFOPS, NAREIT definition | $ | 0.44 |
| | $ | 0.46 |
| | $ | 1.83 |
| | $ | 1.93 |
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Real estate depreciation and amortization | (0.35 | ) | | (0.37 | ) | | (1.41 | ) | | (1.48 | ) |
Noncontrolling interests in non-FFO items and other | 0.01 |
| | 0.02 |
| | 0.04 |
| | 0.08 |
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EPS | $ | 0.10 |
| | $ | 0.11 |
| | $ | 0.46 |
| | $ | 0.53 |
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Conference Call Information:
Management will discuss fourth quarter and full year 2012 earnings results, as well as its 2013 guidance, on its conference call today at 12:00 p.m. Eastern Time, details of which are listed below:
Conference Call Date: Friday, February 8, 2013
Time: 12:00 p.m. Eastern Time
Telephone Number: (within the U.S.) 888-679-8034
Telephone Number: (outside the U.S.) 617-213-4847
Passcode: 99191178
Please use the following link to pre-register and view important information about this conference call. Pre-registering is not mandatory but is recommended as it will provide you immediate entry into the call and will facilitate the timely start of the conference. Pre-registration only takes a few moments and you may pre-register at anytime, including up to and after the call start time. To pre-register, please click on the below link:
https://www.theconferencingservice.com/prereg/key.process?key=PXR4G4A6B
You may also pre-register in the Investor Relations section of the Company's website at www.copt.com. Alternatively, you may be placed into the call by an operator by calling the number provided above at least 5 to 10 minutes before the start of the call.
A replay of this call will be available beginning Friday, February 8 at 1:00 p.m. Eastern Time through Friday, February 22 at midnight Eastern Time. To access the replay within the United States, please call 888-286-8010 and use passcode 65264157. To access the replay outside the United States, please call 617-801-6888 and use passcode 65264157.
The conference calls will also be available via live webcast in the Investor Relations section of the Company's website at www.copt.com. A replay of the conference calls will be immediately available via webcast in the Investor Relations section of the Company's website.
Definitions:
Please refer to the information furnished with our Form 8-K or our website (www.copt.com) for definitions of certain terms used in this press release. Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the attached tables.
Company Information:
COPT is an office REIT that focuses primarily on strategic customer relationships and specialized tenant requirements in the U.S. Government and Defense Information Technology sectors and Data Centers serving such sectors. The Company acquires, develops, manages and leases office and data center properties that are typically concentrated in large office parks primarily located adjacent to government demand drivers and/or in strong markets that we believe possess growth opportunities. As of December 31, 2012, the Company's consolidated portfolio consisted of 208 office properties totaling 18.8 million rentable square feet. The Company's portfolio primarily consists of technically sophisticated buildings in visually appealing settings that are environmentally sensitive, sustainable and meet unique customer requirements. COPT is an S&P MidCap 400 company and more information can be found at www.copt.com.
Forward-Looking Information:
This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company's current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Accordingly, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements.
Important factors that may affect these expectations, estimates, and projections include, but are not limited to:
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• | general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values; |
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• | adverse changes in the real estate markets including, among other things, increased competition with other companies; |
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• | governmental actions and initiatives, including risks associated with the impact of a government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases, and/or a curtailment of demand for additional space by strategic tenants; |
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• | the Company's ability to sell properties included in its Strategic Reallocation Plan; |
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• | the Company's ability to borrow on favorable terms; |
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• | risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated; |
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• | risks of investing through joint venture structures, including risks that the Company's joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with the Company's objectives; |
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• | changes in the Company's plans or views of market economic conditions or failure to obtain development rights, any of which could result in recognition of impairment losses; |
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• | the Company's ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships; |
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• | the Company's ability to achieve projected results; |
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• | the dilutive effect of issuing additional common shares; and |
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• | environmental requirements. |
The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Company's filings with the Securities and Exchange Commission, particularly the section entitled “Risk Factors” in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and in our Current Report on Form 8-K dated October 10, 2012.
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(in thousands, except per share data)
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| For the Three Months Ended December 31, | | For the Years Ended December 31, |
| 2012 | | 2011 | | 2012 | | 2011 |
Revenues | |
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Real estate revenues | $ | 117,481 |
| | $ | 111,483 |
| | $ | 454,171 |
| | $ | 428,496 |
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Construction contract and other service revenues | 20,024 |
| | 16,491 |
| | 73,836 |
| | 84,345 |
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Total revenues | 137,505 |
| | 127,974 |
| | 528,007 |
| | 512,841 |
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Expenses | |
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Property operating expenses | 44,887 |
| | 42,525 |
| | 167,161 |
| | 162,397 |
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Depreciation and amortization associated with real estate operations | 28,560 |
| | 28,906 |
| | 113,480 |
| | 113,111 |
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Construction contract and other service expenses | 19,274 |
| | 15,941 |
| | 70,576 |
| | 81,639 |
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Impairment losses | 1,954 |
| | 40,495 |
| | 43,214 |
| | 83,478 |
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General and administrative expenses | 5,740 |
| | 5,881 |
| | 26,271 |
| | 25,133 |
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Leasing expenses | 1,363 |
| | 1,433 |
| | 5,629 |
| | 5,181 |
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Business development expenses and land carry costs | 1,205 |
| | 1,800 |
| | 5,711 |
| | 6,122 |
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Total operating expenses | 102,983 |
| | 136,981 |
| | 432,042 |
| | 477,061 |
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Operating income (loss) | 34,522 |
| | (9,007 | ) |
| 95,965 |
|
| 35,780 |
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Interest expense | (22,715 | ) | | (23,361 | ) | | (94,624 | ) | | (98,222 | ) |
Interest and other income | 4,020 |
| | 1,921 |
| | 7,172 |
| | 5,603 |
|
Loss on early extinguishment of debt | (6 | ) | | (3 | ) | | (943 | ) | | (1,639 | ) |
Loss on interest rate derivatives | — |
| | (29,805 | ) | | — |
| | (29,805 | ) |
Income (loss) from continuing operations before equity in loss of unconsolidated entities and income taxes | 15,821 |
| | (60,255 | ) | | 7,570 |
| | (88,283 | ) |
Equity in loss of unconsolidated entities | (24 | ) | | (108 | ) | | (546 | ) | | (331 | ) |
Income tax (expense) benefit | (54 | ) | | 38 |
| | (381 | ) | | 6,710 |
|
Income (loss) from continuing operations | 15,743 |
| | (60,325 | ) | | 6,643 |
| | (81,904 | ) |
Discontinued operations | 3,267 |
| | (30,781 | ) | | 13,677 |
| | (48,404 | ) |
Income (loss) before gain on sales of real estate | 19,010 |
| | (91,106 | ) | | 20,320 |
| | (130,308 | ) |
Gain on sales of real estate, net of income taxes | — |
| | 4 |
| | 21 |
| | 2,732 |
|
Net income (loss) | 19,010 |
| | (91,102 | ) | | 20,341 |
| | (127,576 | ) |
Net (income) loss attributable to noncontrolling interests | |
| | |
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Common units in the Operating Partnership | (651 | ) | | 5,348 |
| | 87 |
| | 8,439 |
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Preferred units in the Operating Partnership | (165 | ) | | (165 | ) | | (660 | ) | | (660 | ) |
Other consolidated entities | 345 |
| | 423 |
| | 1,209 |
| | 369 |
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Net income (loss) attributable to COPT | 18,539 |
| | (85,496 | ) | | 20,977 |
| | (119,428 | ) |
Preferred share dividends | (6,106 | ) | | (4,026 | ) | | (20,844 | ) | | (16,102 | ) |
Issuance costs associated with redeemed preferred shares | — |
| | — |
| | (1,827 | ) | | — |
|
Net income (loss) attributable to COPT common shareholders | $ | 12,433 |
| | $ | (89,522 | ) | | $ | (1,694 | ) | | $ | (135,530 | ) |
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Earnings per share (“EPS”) computation: | |
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Numerator for diluted EPS: | |
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Net income (loss) attributable to common shareholders | $ | 12,433 |
| | $ | (89,522 | ) | | $ | (1,694 | ) | | $ | (135,530 | ) |
Amount allocable to restricted shares | (112 | ) | | (256 | ) | | (469 | ) | | (1,037 | ) |
Numerator for diluted EPS | $ | 12,321 |
| | $ | (89,778 | ) | | $ | (2,163 | ) | | $ | (136,567 | ) |
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Denominator: | |
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| | | | |
Weighted average common shares - basic | 79,004 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Dilutive effect of share-based compensation awards | 67 |
| | — |
| | — |
| | — |
|
Weighted average common shares - diluted | 79,071 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Diluted EPS | $ | 0.16 |
| | $ | (1.26 | ) | | $ | (0.03 | ) | | $ | (1.97 | ) |
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, | | For the Years Ended December 31, |
| 2012 | | 2011 | | 2012 | | 2011 |
Net income (loss) | $ | 19,010 |
| | $ | (91,102 | ) | | $ | 20,341 |
| | $ | (127,576 | ) |
Real estate-related depreciation and amortization | 28,560 |
| | 33,030 |
| | 121,937 |
| | 134,131 |
|
Impairment losses on previously depreciated operating properties | 247 |
| | 39,481 |
| | 70,263 |
| | 70,512 |
|
Gain on sales of previously depreciated operating properties, net of income taxes | 8 |
| | (3,362 | ) | | (20,928 | ) | | (4,811 | ) |
Depreciation and amortization on unconsolidated real estate entities | — |
| | 142 |
| | 346 |
| | 492 |
|
Funds from operations (“FFO”) | 47,825 |
| | (21,811 | ) | | 191,959 |
| | 72,748 |
|
Noncontrolling interests - preferred units in the Operating Partnership | (165 | ) | | (165 | ) | | (660 | ) | | (660 | ) |
FFO allocable to other noncontrolling interests | (738 | ) | | (283 | ) | | (1,989 | ) | | (1,887 | ) |
Preferred share dividends | (6,106 | ) | | (4,026 | ) | | (20,844 | ) | | (16,102 | ) |
Issuance costs associated with redeemed preferred shares | — |
| | — |
| | (1,827 | ) | | — |
|
Basic and diluted FFO allocable to restricted shares | (191 | ) | | (255 | ) | | (919 | ) | | (1,037 | ) |
Basic and diluted FFO available to common share and common unit holders (“Basic and diluted FFO”) | 40,625 |
| | (26,540 | ) | | 165,720 |
| | 53,062 |
|
Operating property acquisition costs | — |
| | 4 |
| | 229 |
| | 156 |
|
Gain on sales of non-operating properties, net of income taxes | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Impairment losses (recoveries) on non-operating properties | 1,893 |
| | 39,193 |
| | (3,353 | ) | | 80,509 |
|
Income tax expense on impairment (losses) recoveries on non-operating properties | — |
| | 452 |
| | 673 |
| | (4,775 | ) |
Loss on interest rate derivatives | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Loss (gain) on early extinguishment of debt | 6 |
| | 3 |
| | (793 | ) | | 2,023 |
|
Issuance costs associated with redeemed preferred shares | — |
| | — |
| | 1,827 |
| | — |
|
Diluted FFO available to common share and common unit holders, as adjusted for comparability | 42,524 |
| | 42,917 |
| | 164,270 |
| | 158,063 |
|
Straight line rent adjustments | (3,385 | ) | | (2,144 | ) | | (10,016 | ) | | (8,669 | ) |
Amortization of intangibles included in net operating income | 221 |
| | 249 |
| | 880 |
| | 849 |
|
Share-based compensation, net of amounts capitalized | 1,720 |
| | 3,764 |
| | 9,982 |
| | 11,920 |
|
Amortization of deferred financing costs | 1,547 |
| | 1,506 |
| | 6,243 |
| | 6,596 |
|
Amortization of net debt discounts, net of amounts capitalized | 693 |
| | 634 |
| | 2,721 |
| | 4,680 |
|
Amortization of settled debt hedges | 16 |
| | 15 |
| | 62 |
| | 62 |
|
Recurring capital expenditures | (27,476 | ) | | (12,550 | ) | | (43,943 | ) | | (39,510 | ) |
Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”) | $ | 15,860 |
| | $ | 34,391 |
| | $ | 130,199 |
| | $ | 133,991 |
|
Diluted FFO per share | $ | 0.49 |
| | $ | (0.35 | ) | | $ | 2.13 |
| | $ | 0.72 |
|
Diluted FFO per share, as adjusted for comparability | $ | 0.51 |
| | $ | 0.57 |
| | $ | 2.11 |
| | $ | 2.14 |
|
Dividends/distributions per common share/unit | $ | 0.2750 |
| | $ | 0.4125 |
| | $ | 1.1000 |
| | $ | 1.6500 |
|
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars and shares in thousands, except per share data)
|
| | | | | | | | |
| | December 31, 2012 | | December 31, 2011 |
Balance Sheet Data | | |
| | |
|
Properties, net of accumulated depreciation | | $ | 3,163,044 |
| | $ | 3,352,975 |
|
Total assets | | 3,653,759 |
| | 3,863,555 |
|
Debt, net | | 2,019,168 |
| | 2,426,303 |
|
Total liabilities | | 2,206,962 |
| | 2,648,748 |
|
Redeemable noncontrolling interest | | 10,298 |
| | 8,908 |
|
Equity | | 1,436,499 |
| | 1,205,899 |
|
Debt to adjusted book | | 47.8 | % | | 54.6 | % |
Debt to total market capitalization | | 45.0 | % | | 56.8 | % |
| | | | |
Consolidated Property Data (as of period end) | | |
| | |
|
Number of operating properties | | 208 |
| | 238 |
|
Total net rentable square feet owned (in thousands) | | 18,831 |
| | 20,514 |
|
Occupancy | | 87.8 | % | | 86.2 | % |
| | | | |
Reconciliation of total assets to denominator for debt to adjusted book | | |
| | |
|
Denominator for debt to total assets | | $ | 3,653,759 |
| | $ | 3,863,555 |
|
Accumulated depreciation | | 555,975 |
| | 559,679 |
|
Accumulated depreciation included in assets held for sale | | 12,201 |
| | 17,922 |
|
Denominator for debt to adjusted book | | $ | 4,221,935 |
| | $ | 4,441,156 |
|
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, | | For the Years Ended December 31, |
2012 | | 2011 | | 2012 | | 2011 |
Payout ratios | |
| | |
| | |
| | |
|
Diluted FFO | 57.5 | % | | (118.6 | )% | | 52.1 | % | | 233.5 | % |
Diluted FFO, as adjusted for comparability | 55.0 | % | | 73.3 | % | | 52.6 | % | | 78.4 | % |
Diluted AFFO | 147.4 | % | | 91.5 | % | | 66.3 | % | | 92.5 | % |
Adjusted EBITDA interest coverage ratio | 3.4 | x | | 3.2 | x | | 3.2 | x | | 3.0 | x |
Adjusted EBITDA fixed charge coverage ratio | 2.6 | x | | 2.7 | x | | 2.6 | x | | 2.6 | x |
Debt to Adjusted EBITDA ratio (1) | 7.2 | x | | 8.5 | x | | 7.1 | x | | 8.6 | x |
Adjusted debt to Adjusted EBITDA ratio (2) | 6.0 | x | | 7.0 | x | | 6.0 | x | | 7.1 | x |
| | | | | | | |
Reconciliation of denominators for diluted EPS and diluted FFO per share | | |
| | | | |
Denominator for diluted EPS | 79,071 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Weighted average common units | 4,171 |
| | 4,308 |
| | 4,235 |
| | 4,355 |
|
Anti-dilutive EPS effect of share-based compensation awards | — |
| | 29 |
| | 53 |
| | 111 |
|
Denominator for diluted FFO per share | 83,242 |
| | 75,688 |
| | 77,742 |
| | 73,848 |
|
| | | | | | | |
Reconciliation of FFO to FFO, as adjusted for comparability | |
| | |
| | |
| | |
|
FFO | $ | 47,825 |
| | $ | (21,811 | ) | | $ | 191,959 |
| | $ | 72,748 |
|
Gain on sales of non-operating properties, net of income taxes | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Impairment losses (recoveries) on non-operating properties, net of associated tax | 1,893 |
| | 39,645 |
| | (2,680 | ) | | 75,734 |
|
Operating property acquisition costs | — |
| | 4 |
| | 229 |
| | 156 |
|
Loss on interest rate derivatives | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Loss (gain) on early extinguishment of debt, continuing and discontinued operations | 6 |
| | 3 |
| | (793 | ) | | 2,023 |
|
Issuance costs associated with redemption of preferred shares | — |
| | — |
| | 1,827 |
| | — |
|
FFO, as adjusted for comparability | $ | 49,724 |
| | $ | 47,646 |
| | $ | 190,509 |
| | $ | 177,749 |
|
(1) Represents debt as of period end divided by Adjusted EBITDA for the period, as annualized (i.e. three month periods are multiplied by four).
(2) Represents debt adjusted to subtract construction in progress as of period end divided by Adjusted EBITDA for the period, as annualized (i.e. three month periods are multiplied by four).
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, | | For the Years Ended December 31, |
| 2012 | | 2011 | | 2012 | | 2011 |
Reconciliation of common share dividends to dividends and distributions for payout ratios | |
| | |
| | | | |
Common share dividends | $ | 22,255 |
| | $ | 29,693 |
| | $ | 81,720 |
| | $ | 116,717 |
|
Common unit distributions | 1,119 |
| | 1,775 |
| | 4,617 |
| | 7,173 |
|
Dividends and distributions for payout ratios | $ | 23,374 |
| | $ | 31,468 |
| | $ | 86,337 |
| | $ | 123,890 |
|
| | | | | | | |
Reconciliation of GAAP net income (loss) to adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) | |
| | |
| | |
| | |
|
Net income (loss) | $ | 19,010 |
| | $ | (91,102 | ) | | $ | 20,341 |
| | $ | (127,576 | ) |
Interest expense on continuing operations | 22,715 |
| | 23,361 |
| | 94,624 |
| | 98,222 |
|
Interest expense on discontinued operations | 67 |
| | 1,553 |
| | 2,174 |
| | 6,079 |
|
Income tax expense (benefit) | 54 |
| | (38 | ) | | 381 |
| | (6,710 | ) |
Real estate-related depreciation and amortization | 28,560 |
| | 33,030 |
| | 121,937 |
| | 134,131 |
|
Depreciation of furniture, fixtures and equipment | 610 |
| | 601 |
| | 2,481 |
| | 2,463 |
|
Impairment losses | 2,140 |
| | 78,674 |
| | 66,910 |
| | 151,021 |
|
Loss (gain) on early extinguishment of debt on continuing and discontinued operations | 6 |
| | 3 |
| | (793 | ) | | 2,023 |
|
Gain on sales of operating properties | 8 |
| | (3,362 | ) | | (20,928 | ) | | (4,811 | ) |
Gain on sales of non-operational properties | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Net gain on investments in unconsolidated entities included in interest and other income | (2,992 | ) | | (771 | ) | | (3,589 | ) | | (1,820 | ) |
Operating property acquisition costs | — |
| | 4 |
| | 229 |
| | 156 |
|
Loss on interest rate derivatives | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Adjusted EBITDA | $ | 70,178 |
| | $ | 71,758 |
| | $ | 283,734 |
| | $ | 280,266 |
|
| | | | | | | |
Reconciliation of interest expense from continuing operations to the denominators for interest coverage-Adjusted EBITDA and fixed charge coverage-Adjusted EBITDA | |
| | |
| | |
| | |
|
Interest expense from continuing operations | $ | 22,715 |
| | $ | 23,361 |
| | $ | 94,624 |
| | $ | 98,222 |
|
Interest expense from discontinued operations | 67 |
| | 1,553 |
| | 2,174 |
| | 6,079 |
|
Less: Amortization of deferred financing costs | (1,547 | ) | | (1,506 | ) | | (6,243 | ) | | (6,596 | ) |
Less: Amortization of net debt discount, net of amounts capitalized | (693 | ) | | (634 | ) | | (2,721 | ) | | (4,680 | ) |
Denominator for interest coverage-Adjusted EBITDA | 20,542 |
| | 22,774 |
| | 87,834 |
| | 93,025 |
|
Preferred share dividends | 6,106 |
| | 4,026 |
| | 20,844 |
| | 16,102 |
|
Preferred unit distributions | 165 |
| | 165 |
| | 660 |
| | 660 |
|
Denominator for fixed charge coverage-Adjusted EBITDA | $ | 26,813 |
| | $ | 26,965 |
| | $ | 109,338 |
| | $ | 109,787 |
|
| | | | | | | |
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| For the Three Months Ended December 31, | | For the Years Ended December 31, |
| 2012 | | 2011 | | 2012 | | 2011 |
Reconciliations of tenant improvements and incentives, capital improvements and leasing costs for operating properties to recurring capital expenditures | | | | | | | |
|
| | |
| | | | |
Tenant improvements and incentives on operating properties | $ | 10,713 |
| | $ | 10,036 |
| | $ | 21,816 |
| | $ | 30,756 |
|
Building improvements on operating properties | 18,049 |
| | 4,519 |
| | 24,862 |
| | 9,840 |
|
Leasing costs for operating properties | 1,381 |
| | 1,448 |
| | 6,490 |
| | 10,474 |
|
Less: Nonrecurring tenant improvements and incentives on operating properties | (283 | ) | | (1,371 | ) | | (4,793 | ) | | (6,264 | ) |
Less: Nonrecurring building improvements on operating properties | (2,226 | ) | | (2,106 | ) | | (4,145 | ) | | (4,294 | ) |
Less: Nonrecurring leasing costs for operating properties | — |
| | (5 | ) | | (209 | ) | | (1,098 | ) |
Add: Recurring capital expenditures on operating properties held through joint ventures | (158 | ) | | 29 |
| | (78 | ) | | 96 |
|
Recurring capital expenditures | $ | 27,476 |
| | $ | 12,550 |
| | $ | 43,943 |
| | $ | 39,510 |
|
| | | | | | | |
Reconciliation of same office property net operating income to same office property cash net operating income and same office property cash net operating income, excluding gross lease termination fees | |
| | |
| | |
| | |
|
Same office property net operating income | $ | 64,911 |
| | $ | 64,601 |
| | $ | 262,343 |
| | $ | 254,419 |
|
Less: Straight-line rent adjustments | (1,291 | ) | | (617 | ) | | (5,703 | ) | | (5,170 | ) |
Less: Amortization of deferred market rental revenue | (79 | ) | | (83 | ) | | (354 | ) | | (288 | ) |
Add: Amortization of above-market cost arrangements | 371 |
| | 434 |
| | 1,466 |
| | 1,735 |
|
Same office property cash net operating income | 63,912 |
| | 64,335 |
| | 257,752 |
| | 250,696 |
|
Less: Lease termination fees, gross | (544 | ) | | (48 | ) | | (1,692 | ) | | (491 | ) |
Same office property cash net operating income, excluding gross lease termination fees | $ | 63,368 |
| | $ | 64,287 |
| | $ | 256,060 |
| | $ | 250,205 |
|
| | | | | | | |
Reconciliation of debt, net to denominator for adjusted debt to Adjusted EBITDA ratio | |
| | |
| | |
| | |
|
Debt, net | $ | 2,019,168 |
|
| $ | 2,426,303 |
| | $ | 2,019,168 |
| | $ | 2,426,303 |
|
Less: Construction in progress | (329,054 | ) |
| (409,086 | ) | | (329,054 | ) | | (409,086 | ) |
Less: Construction in progress on assets held for sale | — |
|
| (12,277 | ) | | — |
| | (12,277 | ) |
Denominator for adjusted debt to adjusted EBITDA ratio | $ | 1,690,114 |
|
| $ | 2,004,940 |
| | $ | 1,690,114 |
| | $ | 2,004,940 |
|
Corporate Office Properties Trust
Summary Description
The Company — Corporate Office Properties Trust (the “Company” or “COPT”) is a self-managed office real estate investment trust (“REIT”). As of December 31, 2012, COPT derived 70% of its office property annualized rental revenue from strategic tenant properties. Strategic tenant properties are those held for long-term investment that are either located near defense installations and other knowledge-based government demand drivers, or otherwise occupied primarily by U.S. Government agencies and defense contractors. As of December 31, 2012, 82% of the Company’s square footage was located in the Greater Washington, DC/Baltimore region. As of December 31, 2012, COPT’s operating portfolio of 208 office properties encompassed 18.8 million square feet and was 89.2% leased. As of the same date, COPT also owned one wholesale data center that was 22% leased.
Corporate Strategy — Through acquisitions and development activities, COPT has assembled a portfolio of Class A office parks located near defense installations and other knowledge-based government demand drivers (rather than force structure and weapon system production-oriented demand drivers) that are executing programs deemed critical to current and future national security efforts. COPT also owns dedicated data centers that serve the specialized requirements of government and defense contractor tenants and a wholesale data center. In addition, COPT owns other properties in targeted markets or submarkets with strong growth attributes in the Greater Washington, DC/Baltimore region.
|
| |
Management: | Investor Relations: |
Roger A. Waesche, Jr., President & CEO | Stephanie M. Krewson, VP of IR |
Stephen E. Budorick, EVP & COO | 443-285-5453, stephanie.krewson@copt.com |
Wayne H. Lingafelter, EVP, Development & Construction | Michelle Layne, IR Specialist |
Stephen E. Riffee, EVP & CFO | 443-285-5452, michelle.layne@copt.com |
Disclosure Statement — This supplemental package contains forward-looking statements within the meaning of the Federal securities laws. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements. Important factors that may affect these expectations, estimates and projections include, but are not limited to: general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values; adverse changes in the real estate markets, including, among other things, increased competition with other companies; governmental actions and initiatives, including risks associated with the impact of a government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or a curtailment of demand for additional space by our strategic customers; our ability to borrow on favorable terms; risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated; our ability to sell properties included in our Strategic Reallocation Plan; risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our objectives; changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of impairment losses; our ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships; the dilutive effects of issuing additional common shares; our ability to achieve projected results; and environmental requirements. We undertake no obligation to update or supplement any forward-looking statements. For further information, please refer to our filings with the Securities and Exchange Commission, particularly the section entitled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011.
Corporate Office Properties Trust
Equity Research Coverage
|
| | | | | | |
|
Firm | | Senior Analyst | | Phone | | Email |
| | | | | | |
Bank of America Merrill Lynch | | Jamie Feldman | | 646-855-5808 | | james.feldman@baml.com |
BMO Capital Markets | | Richard Anderson | | 212-885-4180 | | richard.anderson@bmo.com |
Citigroup Global Markets | | Josh Attie | | 212-816-7685 | | joshua.attie@citi.com |
Cowen and Company | | Mike Gorman | | 646-562-1381 | | michael.gorman@cowen.com |
Evercore Partners | | Sheila McGrath | | 212-497-0882 | | sheila.mcgrath@evercore.com |
Green Street Advisors | | Michael Knott | | 949-640-8780 | | mknott@greenstreetadvisors.com |
ISI Group | | Steve Sakwa | | 212-446-9462 | | ssakwa@isigrp.com |
Jefferies & Co. | | Tayo Okusanya | | 212-336-7076 | | tokusanya@jefferies.com |
JP Morgan | | Tony Paolone | | 212-622-6682 | | anthony.paolone@jpmorgan.com |
KeyBanc Capital Markets | | Craig Mailman | | 917-368-2316 | | cmailman@keybanccm.com |
Macquarie Securities | | Rob Stevenson | | 212-231-8068 | | rob.stevenson@macquarie.com |
Morningstar | | Todd Lukasik | | 303-688-7418 | | todd.lukasik@morningstar.com |
Raymond James | | Bill Crow | | 727-567-2594 | | bill.crow@raymondjames.com |
RBC Capital Markets | | Michael Carroll | | 440-715-2649 | | michael.carroll@rbccm.com |
Robert W. Baird & Co., Inc. | | Dave Rodgers | | 216-737-7341 | | drodgers@rwbaird.com |
Stifel, Nicolaus & Company, Inc. | | John Guinee | | 443-224-1307 | | jwguinee@stifel.com |
Wells Fargo Securities | | Brendan Maiorana | | 443-263-6516 | | brendan.maiorana@wachovia.com |
With the exception of Green Street Advisors and Macquarie Securities, the above-listed firms are those whose analysts publish research material on the Company and whose estimates of our FFO per share can be tracked through Thomson’s First Call Corporation. Any opinions, estimates, or forecasts the above analysts make regarding COPT’s future performance are their own and do not represent the views, estimates, or forecasts of COPT’s management.
Corporate Office Properties Trust
Selected Financial Summary Data
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Three Months Ended | | Year Ended |
SUMMARY OF RESULTS | | 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Same Office NOI | | $ | 64,911 |
| | $ | 66,577 |
| | $ | 66,238 |
| | $ | 64,617 |
| | $ | 64,601 |
| | $ | 262,343 |
| | $ | 254,419 |
|
NOI from real estate operations | | $ | 76,122 |
| | $ | 77,565 |
| | $ | 79,920 |
| | $ | 78,758 |
| | $ | 78,694 |
| | $ | 312,365 |
| | $ | 308,012 |
|
Adjusted EBITDA | | $ | 70,178 |
| | $ | 72,042 |
| | $ | 71,696 |
| | $ | 69,818 |
| | $ | 71,758 |
| | $ | 283,734 |
| | $ | 280,266 |
|
Net income (loss) attributable to COPT common shareholders | | $ | 12,433 |
| | $ | (27,535 | ) | | $ | 7,138 |
| | $ | 6,270 |
| | $ | (89,522 | ) | | $ | (1,694 | ) | | $ | (135,530 | ) |
FFO - per NAREIT | | $ | 47,825 |
| | $ | 48,888 |
| | $ | 46,115 |
| | $ | 49,131 |
| | $ | (21,811 | ) | | $ | 191,959 |
| | $ | 72,748 |
|
FFO - as adjusted for comparability | | $ | 49,724 |
| | $ | 49,967 |
| | $ | 46,260 |
| | $ | 44,558 |
| | $ | 47,646 |
| | $ | 190,509 |
| | $ | 177,749 |
|
Basic and diluted FFO available to common share and common unit holders | | $ | 40,625 |
| | $ | 39,565 |
| | $ | 41,143 |
| | $ | 44,387 |
| | $ | (26,540 | ) | | $ | 165,720 |
| | $ | 53,062 |
|
Diluted AFFO available to common share and common unit holders | | $ | 15,860 |
| | $ | 33,710 |
| | $ | 39,026 |
| | $ | 41,603 |
| | $ | 34,391 |
| | $ | 130,199 |
| | $ | 133,991 |
|
Per share - diluted: (1) | | |
| | |
| | |
| | |
| | |
| | |
| | |
EPS | | $ | 0.16 |
| | $ | (0.39 | ) | | $ | 0.10 |
| | $ | 0.09 |
| | $ | (1.26 | ) | | $ | (0.03 | ) | | $ | (1.97 | ) |
FFO - NAREIT | | $ | 0.49 |
| | $ | 0.52 |
| | $ | 0.54 |
| | $ | 0.59 |
| | $ | (0.35 | ) | | $ | 2.13 |
| | $ | 0.72 |
|
FFO - as adjusted for comparability | | $ | 0.51 |
| | $ | 0.53 |
| | $ | 0.54 |
| | $ | 0.53 |
| | $ | 0.57 |
| | $ | 2.11 |
| | $ | 2.14 |
|
Dividend per common share | | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.4125 |
| | $ | 1.1000 |
| | $ | 1.6500 |
|
Payout ratios: | | |
| | |
| | |
| | |
| | |
| | |
| | |
Diluted FFO | | 57.5 | % | | 53.1 | % | | 51.0 | % | | 47.3 | % | | (118.6 | )% | | 52.1 | % | | 233.5 | % |
Diluted FFO - as adjusted for comparability | | 55.0 | % | | 51.7 | % | | 50.8 | % | | 52.7 | % | | 73.3 | % | | 52.6 | % | | 78.4 | % |
Diluted AFFO | | 147.4 | % | | 62.3 | % | | 53.8 | % | | 50.5 | % | | 91.5 | % | | 66.3 | % | | 92.5 | % |
Real estate operating margin | | 62.1 | % | | 64.0 | % | | 64.5 | % | | 62.9 | % | | 61.7 | % | | 63.3 | % | | 62.1 | % |
CAPITALIZATION | | |
| | |
| | | | |
| | |
| | |
| | |
Debt, net | | $ | 2,019,168 |
| | $ | 2,169,315 |
| | $ | 2,191,851 |
| | $ | 2,418,078 |
| | $ | 2,426,303 |
| | | | |
Debt to Total Market Capitalization | | 45.0 | % | | 50.0 | % | | 50.0 | % | | 54.8 | % | | 56.8 | % | | | | |
Debt to Adjusted Book | | 47.8 | % | | 51.9 | % | | 50.8 | % | | 55.3 | % | | 54.6 | % | | | | |
Adjusted EBITDA fixed charge coverage ratio | | 2.6 | x | | 2.6 | x | | 2.7 | x | | 2.5 | x | | 2.7 | x | | 2.6 | x | | 2.6 | x |
Debt to Adjusted EBITDA ratio | | 7.2 | x | | 7.5 | x | | 7.6 | x | | 8.7 | x | | 8.5 | x | | 7.1 | x | | 8.6 | x |
Adjusted Debt to Adjusted EBITDA ratio | | 6.0 | x | | 6.2 | x | | 6.3 | x | | 7.2 | x | | 7.0 | x | | 6.0 | x | | 7.1 | x |
OTHER | | |
| | |
| | |
| | |
| | |
| | |
| | |
Revenue from early termination of leases | | $ | 583 |
| | $ | 543 |
| | $ | 350 |
| | $ | 395 |
| | $ | 45 |
| | $ | 1,871 |
| | $ | 490 |
|
Capitalized interest costs | | $ | 3,109 |
| | $ | 3,390 |
| | $ | 3,595 |
| | $ | 3,809 |
| | $ | 4,294 |
| | $ | 13,903 |
| | $ | 17,401 |
|
| | | | | | | | | | | | | | |
(1) Reflects the following revisions to per share amounts previously reported: |
Per share effect of revisions - diluted: | | |
| | |
| | |
| | |
| | |
| | |
| | |
EPS | | N/A |
| | $ | — |
| | $ | 0.01 |
| | $ | 0.05 |
| | $ | (0.05 | ) | | N/A |
| | $ | (0.03 | ) |
FFO - NAREIT | | N/A |
| | $ | — |
| | $ | — |
| | $ | (0.05 | ) | | $ | 0.05 |
| | N/A |
| | $ | 0.04 |
|
FFO - as adjusted for comparability | | N/A |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 0.01 |
| | N/A |
| | $ | 0.01 |
|
Corporate Office Properties Trust
Selected Portfolio Data
|
| | | | | | | | | | | | | | | |
| | | | | | | | | | |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | |
# of Operating Office Properties | |
| | |
| | |
| | |
| | |
| |
Wholly-owned | 204 |
| | 202 |
| | 224 |
| | 227 |
| | 234 |
| |
+ Consolidated JV (1) | 4 |
| | 4 |
| | 4 |
| | 4 |
| | 4 |
| |
Consolidated properties | 208 |
| | 206 |
| | 228 |
| | 231 |
| | 238 |
| |
% Occupied | |
| | |
| | |
| | |
| | |
| |
Wholly-owned | 87.6 | % | | 88.1 | % | | 87.6 | % | | 87.6 | % | | 86.9 | % | |
+ Consolidated JV (1) | 96.1 | % | | 89.2 | % | | 78.1 | % | | 60.0 | % | | 56.6 | % | |
Consolidated properties | 87.8 | % | | 88.1 | % | | 87.4 | % | | 87.0 | % | | 86.2 | % | |
% Leased | |
| | |
| | |
| | |
| | |
| |
Wholly-owned | 89.1 | % | | 89.8 | % | | 89.2 | % | | 89.2 | % | | 88.7 | % | |
+ Consolidated JV (1) | 96.1 | % | | 96.1 | % | | 95.0 | % | | 78.4 | % | | 67.3 | % | |
Consolidated properties | 89.2 | % | | 89.9 | % | | 89.3 | % | | 88.9 | % | | 88.2 | % | |
Square Feet of Office Properties (in thousands) | |
| | |
| | |
| | |
| | |
| |
Wholly-owned | 18,386 |
| | 18,146 |
| | 19,342 |
| | 19,793 |
| | 20,072 |
| |
+ Consolidated JV Square Footage (1) | 445 |
| | 445 |
| | 445 |
| | 444 |
| | 442 |
| |
Consolidated Square Footage | 18,831 |
| | 18,591 |
| | 19,787 |
| | 20,237 |
| | 20,514 |
| |
| | | | | | | | | | |
| | | | | | | | | | |
Corporate Office Properties Trust
Quarterly Consolidated Balance Sheets
(dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 |
Assets | |
| | |
| | |
| | |
| | |
|
Properties, net | |
| | |
| | |
| | |
| | |
|
Operating properties, net | $ | 2,597,666 |
| | $ | 2,487,919 |
| | $ | 2,629,136 |
| | $ | 2,704,323 |
| | $ | 2,714,056 |
|
Construction and redevelopment in progress, including land | 247,386 |
| | 271,798 |
| | 243,220 |
| | 282,476 |
| | 296,798 |
|
Land held for future development and pre-construction costs | 317,992 |
| | 342,797 |
| | 360,236 |
| | 351,492 |
| | 342,121 |
|
Total properties, net | 3,163,044 |
| | 3,102,514 |
| | 3,232,592 |
| | 3,338,291 |
| | 3,352,975 |
|
Assets held for sale | 140,229 |
| | 137,815 |
| | 144,392 |
| | 81,352 |
| | 116,616 |
|
Cash and cash equivalents | 10,594 |
| | 5,009 |
| | 4,702 |
| | 7,987 |
| | 5,559 |
|
Restricted cash and marketable securities | 21,557 |
| | 20,926 |
| | 22,632 |
| | 21,711 |
| | 36,232 |
|
Accounts receivable, net | 19,247 |
| | 15,877 |
| | 10,992 |
| | 11,231 |
| | 26,032 |
|
Deferred rent receivable | 85,802 |
| | 83,156 |
| | 85,595 |
| | 89,337 |
| | 86,856 |
|
Intangible assets on real estate acquisitions, net | 75,879 |
| | 81,059 |
| | 76,426 |
| | 83,940 |
| | 89,120 |
|
Deferred leasing and financing costs, net | 59,952 |
| | 58,753 |
| | 63,861 |
| | 66,987 |
| | 66,515 |
|
Prepaid expenses and other assets | 77,455 |
| | 92,547 |
| | 73,883 |
| | 96,532 |
| | 83,650 |
|
Total assets | $ | 3,653,759 |
| | $ | 3,597,656 |
| | $ | 3,715,075 |
| | $ | 3,797,368 |
| | $ | 3,863,555 |
|
Liabilities and equity | |
| | |
| | |
| | |
| | |
|
Liabilities: | |
| | |
| | |
| | |
| | |
|
Debt, net | $ | 2,019,168 |
| | $ | 2,169,315 |
| | $ | 2,191,851 |
| | $ | 2,418,078 |
| | $ | 2,426,303 |
|
Accounts payable and accrued expenses | 97,922 |
| | 87,390 |
| | 84,733 |
| | 93,156 |
| | 95,714 |
|
Rents received in advance and security deposits | 27,632 |
| | 26,773 |
| | 27,124 |
| | 27,647 |
| | 29,548 |
|
Dividends and distributions payable | 28,698 |
| | 26,954 |
| | 24,695 |
| | 24,544 |
| | 35,038 |
|
Deferred revenue associated with operating leases | 11,995 |
| | 13,102 |
| | 13,938 |
| | 15,258 |
| | 15,554 |
|
Distributions received in excess of investment in unconsolidated real estate joint venture | 6,420 |
| | 6,420 |
| | 6,282 |
| | 6,178 |
| | 6,071 |
|
Interest rate derivatives | 6,185 |
| | 6,543 |
| | 4,400 |
| | 2,673 |
| | 30,863 |
|
Other liabilities | 8,942 |
| | 10,938 |
| | 8,703 |
| | 9,038 |
| | 9,657 |
|
Total liabilities | 2,206,962 |
| | 2,347,435 |
| | 2,361,726 |
| | 2,596,572 |
| | 2,648,748 |
|
Commitments and contingencies |
|
| |
|
| | — |
| |
|
| |
|
|
Redeemable noncontrolling interest | 10,298 |
| | 9,932 |
| | 9,578 |
| | 9,237 |
| | 8,908 |
|
Equity: | |
| | |
| | |
| | | | |
COPT’s shareholders’ equity: | |
| | |
| | |
| | | | |
Preferred shares at liquidation preference | 333,833 |
| | 333,833 |
| | 388,833 |
| | 216,333 |
| | 216,333 |
|
Common shares | 809 |
| | 722 |
| | 721 |
| | 720 |
| | 720 |
|
Additional paid-in capital | 1,653,672 |
| | 1,451,416 |
| | 1,447,781 |
| | 1,451,981 |
| | 1,451,078 |
|
Cumulative distributions in excess of net income | (617,455 | ) | | (607,633 | ) | | (560,262 | ) | | (547,591 | ) | | (534,041 | ) |
Accumulated other comprehensive loss | (5,435 | ) | | (5,688 | ) | | (3,717 | ) | | (2,201 | ) | | (1,733 | ) |
Total COPT’s shareholders’ equity | 1,365,424 |
| | 1,172,650 |
| | 1,273,356 |
| | 1,119,242 |
| | 1,132,357 |
|
Noncontrolling interests in subsidiaries | |
| | |
| | |
| | |
| | |
|
Common units in the Operating Partnership | 52,122 |
| | 49,157 |
| | 52,300 |
| | 53,999 |
| | 55,183 |
|
Preferred units in the Operating Partnership | 8,800 |
| | 8,800 |
| | 8,800 |
| | 8,800 |
| | 8,800 |
|
Other consolidated entities | 10,153 |
| | 9,682 |
| | 9,315 |
| | 9,518 |
| | 9,559 |
|
Total noncontrolling interests in subsidiaries | 71,075 |
| | 67,639 |
| | 70,415 |
| | 72,317 |
| | 73,542 |
|
Total equity | 1,436,499 |
| | 1,240,289 |
| | 1,343,771 |
| | 1,191,559 |
| | 1,205,899 |
|
Total liabilities, redeemable noncontrolling interest and equity | $ | 3,653,759 |
| | $ | 3,597,656 |
| | $ | 3,715,075 |
| | $ | 3,797,368 |
| | $ | 3,863,555 |
|
(1) Please refer to pages 23-27 for detail. | | | | | | | | | |
Corporate Office Properties Trust
Consolidated Statements of Operations
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Revenues | |
| | |
| | |
| | |
| | |
| | | | |
Rental revenue | $ | 94,562 |
| | $ | 92,783 |
| | $ | 90,450 |
| | $ | 89,859 |
| | $ | 89,110 |
| | $ | 367,654 |
| | $ | 348,006 |
|
Tenant recoveries and other real estate operations revenue | 22,919 |
| | 22,078 |
| | 20,718 |
| | 20,802 |
| | 22,373 |
| | 86,517 |
| | 80,490 |
|
Construction contract and other service revenues | 20,024 |
| | 15,283 |
| | 16,995 |
| | 21,534 |
| | 16,491 |
| | 73,836 |
| | 84,345 |
|
Total revenues | 137,505 |
| | 130,144 |
| | 128,163 |
| | 132,195 |
| | 127,974 |
| | 528,007 |
| | 512,841 |
|
Expenses | |
| | |
| | |
| | |
| | |
| | | | |
Property operating expenses | 44,887 |
| | 41,517 |
| | 39,504 |
| | 41,253 |
| | 42,525 |
| | 167,161 |
| | 162,397 |
|
Depreciation and amortization associated with real estate operations | 28,560 |
| | 28,698 |
| | 28,388 |
| | 27,834 |
| | 28,906 |
| | 113,480 |
| | 113,111 |
|
Construction contract and other service expenses | 19,274 |
| | 14,410 |
| | 16,285 |
| | 20,607 |
| | 15,941 |
| | 70,576 |
| | 81,639 |
|
Impairment losses (recoveries) | 1,954 |
| | 46,096 |
| | — |
| | (4,836 | ) | | 40,495 |
| | 43,214 |
| | 83,478 |
|
General and administrative expenses | 5,740 |
| | 5,062 |
| | 7,741 |
| | 7,728 |
| | 5,881 |
| | 26,271 |
| | 25,133 |
|
Leasing expenses | 1,363 |
| | 1,315 |
| | 1,110 |
| | 1,841 |
| | 1,433 |
| | 5,629 |
| | 5,181 |
|
Business development expenses and land carry costs | 1,205 |
| | 1,632 |
| | 1,298 |
| | 1,576 |
| | 1,800 |
| | 5,711 |
| | 6,122 |
|
Total operating expenses | 102,983 |
| | 138,730 |
| | 94,326 |
| | 96,003 |
| | 136,981 |
| | 432,042 |
| | 477,061 |
|
Operating income (loss) | 34,522 |
| | (8,586 | ) | | 33,837 |
| | 36,192 |
| | (9,007 | ) | | 95,965 |
| | 35,780 |
|
Interest expense | (22,715 | ) | | (23,239 | ) | | (24,239 | ) | | (24,431 | ) | | (23,361 | ) | | (94,624 | ) | | (98,222 | ) |
Interest and other income | 4,020 |
| | 1,095 |
| | 840 |
| | 1,217 |
| | 1,921 |
| | 7,172 |
| | 5,603 |
|
Loss on early extinguishment of debt | (6 | ) | | (768 | ) | | (169 | ) | | — |
| | (3 | ) | | (943 | ) | | (1,639 | ) |
Loss on interest rate derivatives | — |
| | — |
| | — |
| | — |
| | (29,805 | ) | | — |
| | (29,805 | ) |
Income (loss) from continuing operations before equity in loss of unconsolidated entities and income taxes | 15,821 |
| | (31,498 | ) | | 10,269 |
| | 12,978 |
| | (60,255 | ) | | 7,570 |
| | (88,283 | ) |
Equity in loss of unconsolidated entities | (24 | ) | | (246 | ) | | (187 | ) | | (89 | ) | | (108 | ) | | (546 | ) | | (331 | ) |
Income tax (expense) benefit | (54 | ) | | (106 | ) | | (17 | ) | | (204 | ) | | 38 |
| | (381 | ) | | 6,710 |
|
Income (loss) from continuing operations | 15,743 |
| | (31,850 | ) | | 10,065 |
| | 12,685 |
| | (60,325 | ) | | 6,643 |
| | (81,904 | ) |
Discontinued operations | 3,267 |
| | 11,085 |
| | 1,775 |
| | (2,450 | ) | | (30,781 | ) | | 13,677 |
| | (48,404 | ) |
Income (loss) before gain on sales of real estate | 19,010 |
| | (20,765 | ) | | 11,840 |
| | 10,235 |
| | (91,106 | ) | | 20,320 |
| | (130,308 | ) |
Gain on sales of real estate, net of income taxes | — |
| | — |
| | 21 |
| | — |
| | 4 |
| | 21 |
| | 2,732 |
|
Net income (loss) | 19,010 |
| | (20,765 | ) | | 11,861 |
| | 10,235 |
| | (91,102 | ) | | 20,341 |
| | (127,576 | ) |
Net (income) loss attributable to noncontrolling interests | |
| | |
| | |
| | |
| | |
| | | | |
Common units in the Operating Partnership | (651 | ) | | 1,533 |
| | (422 | ) | | (373 | ) | | 5,348 |
| | 87 |
| | 8,439 |
|
Preferred units in the Operating Partnership | (165 | ) | | (165 | ) | | (165 | ) | | (165 | ) | | (165 | ) | | (660 | ) | | (660 | ) |
Other consolidated entities | 345 |
| | 235 |
| | 31 |
| | 598 |
| | 423 |
| | 1,209 |
| | 369 |
|
Net income (loss) attributable to COPT | 18,539 |
| | (19,162 | ) | | 11,305 |
| | 10,295 |
| | (85,496 | ) | | 20,977 |
| | (119,428 | ) |
Preferred share dividends | (6,106 | ) | | (6,546 | ) | | (4,167 | ) | | (4,025 | ) | | (4,026 | ) | | (20,844 | ) | | (16,102 | ) |
Issuance costs associated with redeemed preferred shares | — |
| | (1,827 | ) | | — |
| | — |
| | — |
| | (1,827 | ) | | — |
|
Net income (loss) attributable to COPT common shareholders | $ | 12,433 |
| | $ | (27,535 | ) | | $ | 7,138 |
| | $ | 6,270 |
| | $ | (89,522 | ) | | $ | (1,694 | ) | | $ | (135,530 | ) |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Office Properties Trust Consolidated Statements of Operations (continued) (in thousands, except per share data) |
| | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
For diluted EPS computations: | |
| | |
| | |
| | |
| | |
| | | | |
Numerator for diluted EPS | |
| | |
| | |
| | |
| | |
| | | | |
Net income (loss) attributable to common shareholders | $ | 12,433 |
| | $ | (27,535 | ) | | $ | 7,138 |
| | $ | 6,270 |
| | $ | (89,522 | ) | | $ | (1,694 | ) | | $ | (135,530 | ) |
Amount allocable to restricted shares | (112 | ) | | (111 | ) | | (105 | ) | | (141 | ) | | (256 | ) | | (469 | ) | | (1,037 | ) |
Numerator for diluted EPS | $ | 12,321 |
| | $ | (27,646 | ) | | $ | 7,033 |
| | $ | 6,129 |
| | $ | (89,778 | ) | | $ | (2,163 | ) | | $ | (136,567 | ) |
Denominator: | |
| | |
| | |
| | |
| | |
| | | | |
Weighted average common shares - basic | 79,004 |
| | 71,688 |
| | 71,624 |
| | 71,458 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Dilutive effect of share-based compensation awards | 67 |
| | — |
| | 25 |
| | 44 |
| | — |
| | — |
| | — |
|
Weighted average common shares - diluted | 79,071 |
| | 71,688 |
| | 71,649 |
| | 71,502 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Diluted EPS | $ | 0.16 |
| | $ | (0.39 | ) | | $ | 0.10 |
| | $ | 0.09 |
| | $ | (1.26 | ) | | $ | (0.03 | ) | | $ | (1.97 | ) |
Corporate Office Properties Trust
Consolidated Statements of FFO
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
NOI from real estate operations (1) | |
| | |
| | |
| | |
| | |
| | | | |
Real estate revenues | $ | 122,564 |
| | $ | 121,264 |
| | $ | 123,968 |
| | $ | 125,304 |
| | $ | 127,456 |
| | $ | 493,100 |
| | $ | 495,832 |
|
Real estate property operating expenses | (46,442 | ) | | (43,699 | ) | | (44,048 | ) | | (46,546 | ) | | (48,762 | ) | | (180,735 | ) | | (187,820 | ) |
NOI from real estate operations (1) (2) | 76,122 |
| | 77,565 |
| | 79,920 |
| | 78,758 |
| | 78,694 |
| | 312,365 |
| | 308,012 |
|
General and administrative expenses | (5,740 | ) | | (5,062 | ) | | (7,741 | ) | | (7,728 | ) | | (5,881 | ) | | (26,271 | ) | | (25,133 | ) |
Leasing expenses (2) | (1,363 | ) | | (1,316 | ) | | (1,112 | ) | | (1,841 | ) | | (1,433 | ) | | (5,632 | ) | | (5,193 | ) |
Business development expenses and land carry costs (2) | (1,205 | ) | | (1,632 | ) | | (1,304 | ) | | (1,594 | ) | | (1,819 | ) | | (5,735 | ) | | (6,197 | ) |
Income from construction contracts and other service operations | 750 |
| | 873 |
| | 710 |
| | 927 |
| | 550 |
| | 3,260 |
| | 2,706 |
|
Impairment (losses) recoveries on non-operating properties | (1,893 | ) | | — |
| | — |
| | 5,246 |
| | (39,193 | ) | | 3,353 |
| | (80,509 | ) |
Equity in loss of unconsolidated entities | (24 | ) | | (246 | ) | | (187 | ) | | (89 | ) | | (108 | ) | | (546 | ) | | (331 | ) |
Depreciation and amortization on unconsolidated real estate entities | — |
| | 113 |
| | 119 |
| | 114 |
| | 142 |
| | 346 |
| | 492 |
|
Interest and other income | 4,020 |
| | 1,095 |
| | 840 |
| | 1,217 |
| | 1,921 |
| | 7,172 |
| | 5,603 |
|
(Loss) gain on early extinguishment of debt (2) | (6 | ) | | 970 |
| | (171 | ) | | — |
| | (3 | ) | | 793 |
| | (2,023 | ) |
Loss on interest rate derivatives | — |
| | — |
| | — |
| | — |
| | (29,805 | ) | | — |
| | (29,805 | ) |
Gain on sales of non-operating properties, net of income taxes | — |
| | — |
| | 33 |
| | — |
| | — |
| | 33 |
| | 2,717 |
|
Total interest expense (2) | (22,782 | ) | | (23,366 | ) | | (24,975 | ) | | (25,675 | ) | | (24,914 | ) | | (96,798 | ) | | (104,301 | ) |
Income tax (expense) benefit | (54 | ) | | (106 | ) | | (17 | ) | | (204 | ) | | 38 |
| | (381 | ) | | 6,710 |
|
FFO - per NAREIT (1) | 47,825 |
| | 48,888 |
| | 46,115 |
| | 49,131 |
| | (21,811 | ) | | 191,959 |
| | 72,748 |
|
Preferred share dividends | (6,106 | ) | | (6,546 | ) | | (4,167 | ) | | (4,025 | ) | | (4,026 | ) | | (20,844 | ) | | (16,102 | ) |
Issuance costs associated with redeemed preferred shares | — |
| | (1,827 | ) | | — |
| | — |
| | — |
| | (1,827 | ) | | — |
|
Noncontrolling interests - preferred units in the Operating Partnership | (165 | ) | | (165 | ) | | (165 | ) | | (165 | ) | | (165 | ) | | (660 | ) | | (660 | ) |
FFO allocable to other noncontrolling interests | (738 | ) | | (571 | ) | | (420 | ) | | (260 | ) | | (283 | ) | | (1,989 | ) | | (1,887 | ) |
Basic and diluted FFO allocable to restricted shares | (191 | ) | | (214 | ) | | (220 | ) | | (294 | ) | | (255 | ) | | (919 | ) | | (1,037 | ) |
Basic and diluted FFO available to common share and common unit holders (1) | 40,625 |
| | 39,565 |
| | 41,143 |
| | 44,387 |
| | (26,540 | ) | | 165,720 |
| | 53,062 |
|
Operating property acquisition costs | — |
| | 222 |
| | 7 |
| | — |
| | 4 |
| | 229 |
| | 156 |
|
Gain on sales of non-operating properties, net of income taxes | — |
| | — |
| | (33 | ) | | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Impairment (recoveries) losses on non-operating properties, net of associated tax | 1,893 |
| | — |
| | — |
| | (4,573 | ) | | 39,645 |
| | (2,680 | ) | | 75,734 |
|
Loss on interest rate derivatives | — |
| | — |
| | — |
| | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Loss (gain) on early extinguishment of debt (2) | 6 |
| | (970 | ) | | 171 |
| | — |
| | 3 |
| | (793 | ) | | 2,023 |
|
Issuance costs associated with redeemed preferred shares | — |
| | 1,827 |
| | — |
| | — |
| | — |
| | 1,827 |
| | — |
|
Diluted FFO available to common share and common unit holders, as adjusted for comparability (1) | $ | 42,524 |
| | $ | 40,644 |
| | $ | 41,288 |
| | $ | 39,814 |
| | $ | 42,917 |
| | $ | 164,270 |
| | $ | 158,063 |
|
| | | | | | | | | | | | | |
(1) Please refer to the section entitled “Definitions” for a definition of this measure. |
(2) Includes continuing and discontinued operations. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Office Properties Trust Consolidated Statements of FFO (continued) (in thousands, except per share data) |
| | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Net income (loss) | $ | 19,010 |
| | $ | (20,765 | ) | | $ | 11,861 |
| | $ | 10,235 |
| | $ | (91,102 | ) | | $ | 20,341 |
| | $ | (127,576 | ) |
Real estate-related depreciation and amortization | 28,560 |
| | 30,624 |
| | 31,666 |
| | 31,087 |
| | 33,030 |
| | 121,937 |
| | 134,131 |
|
Impairment losses on previously depreciated operating properties (1) | 247 |
| | 55,829 |
| | 2,354 |
| | 11,833 |
| | 39,481 |
| | 70,263 |
| | 70,512 |
|
Gain on sales of previously depreciated operating properties, net of income taxes | 8 |
| | (16,913 | ) | | 115 |
| | (4,138 | ) | | (3,362 | ) | | (20,928 | ) | | (4,811 | ) |
Depreciation and amortization on unconsolidated real estate entities | — |
| | 113 |
| | 119 |
| | 114 |
| | 142 |
| | 346 |
| | 492 |
|
FFO - per NAREIT (2) | 47,825 |
| | 48,888 |
| | 46,115 |
| | 49,131 |
| | (21,811 | ) | | 191,959 |
| | 72,748 |
|
Operating property acquisition costs | — |
| | 222 |
| | 7 |
| | — |
| | 4 |
| | 229 |
| | 156 |
|
Gain on sales of non-operating properties, net of income taxes | — |
| | — |
| | (33 | ) | | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Impairment losses (recoveries) on non-operating properties, net of associated tax | 1,893 |
| | — |
| | — |
| | (4,573 | ) | | 39,645 |
| | (2,680 | ) | | 75,734 |
|
Loss on interest rate derivatives | — |
| | — |
| | — |
| | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Loss (gain) on early extinguishment of debt, continuing and discontinued operations | 6 |
| | (970 | ) | | 171 |
| | — |
| | 3 |
| | (793 | ) | | 2,023 |
|
Issuance costs associated with redeemed preferred shares | — |
| | 1,827 |
| | — |
| | — |
| | — |
| | 1,827 |
| | — |
|
FFO - as adjusted for comparability (2) | $ | 49,724 |
| | $ | 49,967 |
| | $ | 46,260 |
| | $ | 44,558 |
| | $ | 47,646 |
| | $ | 190,509 |
| | $ | 177,749 |
|
| | | | | | | | | | | | | |
Weighted Average Shares for period ended: | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Common Shares Outstanding | 79,004 |
| | 71,688 |
| | 71,624 |
| | 71,458 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
Dilutive effect of share-based compensation awards | 67 |
| | 73 |
| | 25 |
| | 44 |
| | 29 |
| | 53 |
| | 111 |
|
Common Units | 4,171 |
| | 4,233 |
| | 4,255 |
| | 4,281 |
| | 4,308 |
| | 4,235 |
| | 4,355 |
|
Denominator for FFO per share - diluted | 83,242 |
| | 75,994 |
| | 75,904 |
| | 75,783 |
| | 75,688 |
| | 77,742 |
| | 73,848 |
|
Anti-dilutive EPS effect of share-based compensation awards | — |
| | (73 | ) | | — |
| | — |
| | (29 | ) | | (53 | ) | | (111 | ) |
Weighted average common units | (4,171 | ) | | (4,233 | ) | | (4,255 | ) | | (4,281 | ) | | (4,308 | ) | | (4,235 | ) | | (4,355 | ) |
Denominator for diluted EPS | 79,071 |
| | 71,688 |
| | 71,649 |
| | 71,502 |
| | 71,351 |
| | 73,454 |
| | 69,382 |
|
| | | | | | | | | | | | | |
(1) Please see reconciliations on pages 35 through 37. | | | | | | | | | | | | | |
(2) Please refer to the section entitled “Definitions” for a definition of this measure. |
Corporate Office Properties Trust
Consolidated Reconciliations of AFFO
(in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Diluted FFO available to common share and common unit holders, as adjusted for comparability | $ | 42,524 |
| | $ | 40,644 |
| | $ | 41,288 |
| | $ | 39,814 |
| | $ | 42,917 |
| | $ | 164,270 |
| | $ | 158,063 |
|
Straight line rent adjustments (1) | (3,385 | ) | | (2,595 | ) | | (1,857 | ) | | (2,179 | ) | | (2,144 | ) | | (10,016 | ) | | (8,669 | ) |
Amortization of intangibles included in NOI | 221 |
| | 251 |
| | 218 |
| | 190 |
| | 249 |
| | 880 |
| | 849 |
|
Share-based compensation, net of amounts capitalized | 1,720 |
| | 1,703 |
| | 3,157 |
| | 3,402 |
| | 3,764 |
| | 9,982 |
| | 11,920 |
|
Amortization of deferred financing costs | 1,547 |
| | 1,527 |
| | 1,597 |
| | 1,572 |
| | 1,506 |
| | 6,243 |
| | 6,596 |
|
Amortization of net debt discounts, net of amounts capitalized | 693 |
| | 683 |
| | 682 |
| | 663 |
| | 634 |
| | 2,721 |
| | 4,680 |
|
Amortization of settled debt hedges | 16 |
| | 15 |
| | 15 |
| | 16 |
| | 15 |
| | 62 |
| | 62 |
|
Recurring capital expenditures on properties to be held | (27,476 | ) | | (8,518 | ) | | (6,074 | ) | | (1,875 | ) | | (12,550 | ) | | (43,943 | ) | | (39,510 | ) |
Diluted AFFO available to common share and common unit holders (“diluted AFFO”) | $ | 15,860 |
| | $ | 33,710 |
| | $ | 39,026 |
| | $ | 41,603 |
| | $ | 34,391 |
| | $ | 130,199 |
| | $ | 133,991 |
|
Recurring capital expenditures | |
| | |
| | |
| | |
| | |
| | | | |
Tenant improvements and incentives on operating properties | $ | 10,713 |
| | $ | 7,774 |
| | $ | 2,663 |
| | $ | 666 |
| | $ | 10,036 |
| | $ | 21,816 |
| | $ | 30,756 |
|
Building improvements on operating properties | 18,049 |
| | 4,646 |
| | 1,296 |
| | 871 |
| | 4,519 |
| | 24,862 |
| | 9,840 |
|
Leasing costs for operating properties | 1,381 |
| | 947 |
| | 2,863 |
| | 1,299 |
| | 1,448 |
| | 6,490 |
| | 10,474 |
|
Less: Nonrecurring tenant improvements and incentives on operating properties | (283 | ) | | (3,852 | ) | | (97 | ) | | (561 | ) | | (1,371 | ) | | (4,793 | ) | | (6,264 | ) |
Less: Nonrecurring building improvements on operating properties | (2,226 | ) | | (940 | ) | | (572 | ) | | (407 | ) | | (2,106 | ) | | (4,145 | ) | | (4,294 | ) |
Less: Nonrecurring leasing costs for operating properties | — |
| | (130 | ) | | (79 | ) | | — |
| | (5 | ) | | (209 | ) | | (1,098 | ) |
Add: Recurring capital expenditures on operating properties held through joint ventures | (158 | ) | | 73 |
| | — |
| | 7 |
| | 29 |
| | (78 | ) | | 96 |
|
Recurring capital expenditures | $ | 27,476 |
| | $ | 8,518 |
| | $ | 6,074 |
| | $ | 1,875 |
| | $ | 12,550 |
| | $ | 43,943 |
| | $ | 39,510 |
|
| | | | | | | | | | | | | |
(1) Includes COPT's pro rata share of straight line rent adjustments from properties held through joint ventures. |
Corporate Office Properties Trust
Consolidated Office Properties by Region - December 31, 2012 (2)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Operational Properties (1) | | Active or Committed Construction/Redevelopment (2) |
Property Region and Business Park/Submarket | | # of Properties | | Operational Square Feet | | Occupancy % | | Leased % | | # of Properties | | Construction/Redevelopment Square Feet | | Operational Square Feet (1) | | Total Square Feet |
Baltimore/Washington Corridor: | | |
| | |
| | |
| | |
| | |
| | |
| | | | |
National Business Park | | 27 |
| | 3,223,501 |
| | 96.2 | % | | 97.6 | % | | 2 |
| | 262,482 |
| | — |
| | 262,482 |
|
Columbia Gateway | | 28 |
| | 2,221,453 |
| | 86.6 | % | | 87.5 | % | | — |
| | — |
| | — |
| | — |
|
Airport Square/bwtech | | 26 |
| | 1,940,891 |
| | 81.8 | % | | 82.8 | % | | — |
| | — |
| | — |
| | — |
|
Commons/Parkway | | 10 |
| | 432,104 |
| | 68.5 | % | | 69.1 | % | | — |
| | — |
| | — |
| | — |
|
Other | | 7 |
| | 762,572 |
| | 99.4 | % | | 99.4 | % | | 2 |
| | 115,207 |
| | — |
| | 115,207 |
|
Subtotal | | 98 |
| | 8,580,521 |
| | 89.4 | % | | 90.4 | % | | 4 |
| | 377,689 |
| | — |
| | 377,689 |
|
Northern Virginia: | | |
| | |
| | |
| | |
| | |
| | |
| | | | |
Westfields Corporate Center | | 9 |
| | 1,434,692 |
| | 91.0 | % | | 93.0 | % | | — |
| | — |
| | — |
| | — |
|
Patriot Ridge | | 1 |
| | 83,987 |
| | 100.0 | % | | 100.0 | % | | 1 |
| | 155,285 |
| | 83,987 |
| | 239,272 |
|
Herndon, Tysons Corner, Merrifield and Ashburn | | 9 |
| | 1,701,822 |
| | 87.1 | % | | 88.9 | % | | 2 |
| | 315,000 |
| | — |
| | 315,000 |
|
Subtotal | | 19 |
| | 3,220,501 |
| | 89.2 | % | | 91.0 | % | | 3 |
| | 470,285 |
| | 83,987 |
| | 554,272 |
|
San Antonio, Texas | | |
| | |
| | |
| | |
| | |
| | |
| | | | |
Sentry Gateway | | 6 |
| | 792,454 |
| | 100.0 | % | | 100.0 | % | | — |
| | — |
| | — |
| | — |
|
Other | | 2 |
| | 122,639 |
| | 73.5 | % | | 73.5 | % | | — |
| | — |
| | — |
| | — |
|
Subtotal | | 8 |
| | 915,093 |
| | 96.4 | % | | 96.4 | % | | — |
| | — |
| | — |
| | — |
|
Huntsville (3) | | 1 |
| | 138,466 |
| | 83.2 | % | | 83.2 | % | | 4 |
| | 424,974 |
| | — |
| | 424,974 |
|
Washington, DC- Capital Riverfront (Maritime) | | 2 |
| | 360,326 |
| | 89.0 | % | | 89.0 | % | | — |
| | — |
| | — |
| | — |
|
St. Mary’s & King George Counties | | 19 |
| | 903,592 |
| | 85.9 | % | | 87.7 | % | | — |
| | — |
| | — |
| | — |
|
Greater Baltimore: | | |
| | |
| | |
| | |
| | |
| | |
| |
|
| | — |
|
White Marsh and Rt 83 Corridor | | 28 |
| | 1,287,005 |
| | 82.1 | % | | 83.1 | % | | — |
| | — |
| | — |
| | — |
|
Canton Crossing-Baltimore City | | 1 |
| | 481,016 |
| | 93.4 | % | | 93.4 | % | | — |
| | — |
| | — |
| | — |
|
North Gate Business Park | | 3 |
| | 284,884 |
| | 37.9 | % | | 37.9 | % | | — |
| | — |
| | — |
| | — |
|
Subtotal | | 32 |
| | 2,052,905 |
| | 78.6 | % | | 79.3 | % | | — |
| | — |
| | — |
| | — |
|
Suburban Maryland | | 3 |
| | 297,936 |
| | 94.1 | % | | 94.1 | % | | — |
| | — |
| | — |
| | — |
|
Colorado Springs | | 21 |
| | 1,577,511 |
| | 77.8 | % | | 83.4 | % | | — |
| | — |
| | — |
| | — |
|
Greater Philadelphia, Pennsylvania | | 3 |
| | 488,741 |
| | 100.0 | % | | 100.0 | % | | 2 |
| | 243,028 |
| | 53,735 |
| | 296,763 |
|
Other (3) | | 2 |
| | 295,842 |
| | 100.0 | % | | 100.0 | % | | — |
| | — |
| | — |
| | — |
|
Total | | 208 |
| | 18,831,434 |
| | 87.8 | % | | 89.2 | % | | 13 |
| | 1,515,976 |
| | 137,722 |
| | 1,653,698 |
|
| |
(1) | Number of properties includes buildings under construction once those buildings become partially operational. Operational square feet includes square feet in operations for partially operational properties. |
| |
(2) | This schedule includes properties under active construction or redevelopment and properties that we were contractually committed to construct. Please refer to pages 24 and 25. |
(3) For purposes of this summary, Huntsville is reported as a separate region. Other presentations within this package include Huntsville in our “Other” region.
Corporate Office Properties Trust
NOI from Real Estate Operations and Occupancy by Property Grouping
(dollars and square feet in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of 12/31/2012 | | | | |
| | # of Operating Properties | | Operational Square Feet | | | | | | Annualized Rental Revenue | | Percentage of Total Annualized Rental Revenue | | NOI from Real Estate Operations for Three Months Ended | | NOI from Real Estate Operations for Year Ended |
Property Grouping | | | | % Occupied (1) | | % Leased (1) | | | | 12/31/12 | | 12/31/12 |
Same Office Properties (2) | | |
| | |
| | | | | | |
| | |
| | |
| | |
|
Stabilized properties | | 176 |
| | 15,638 |
| | 89.6% | | 90.5% | | $ | 399,752 |
| | 86.6 | % | | $ | 64,343 |
| | $ | 261,188 |
|
Unstabilized properties (3) | | 1 |
| | 181 |
| | 46.0% | | 46.0% | | 3,059 |
| | 0.7 | % | | 568 |
| | 1,155 |
|
Total Same Office Properties | | 177 |
| | 15,819 |
| | 89.1% | | 90.0% | | 402,811 |
| | 87.2 | % | | 64,911 |
| | 262,343 |
|
Office Properties Placed in Service (4) | | | | | | | | | | | | | | | | |
Stabilized properties | | 4 |
| | 395 |
| | 100.0% | | 100.0% | | 12,831 |
| | 2.8 | % | | 2,596 |
| | 8,843 |
|
Unstabilized properties (3) | | 5 |
| | 553 |
| | 46.5% | | 54.8% | | 8,380 |
| | 1.8 | % | | 1,435 |
| | 3,354 |
|
Acquired Office Properties (5) | | 2 |
| | 340 |
| | 93.2% | | 93.2% | | 8,925 |
| | 1.9 | % | | 1,573 |
| | 5,124 |
|
Other | | N/A |
| | N/A |
| | N/A | | N/A | | N/A |
| | N/A |
| | 509 |
| | 1,807 |
|
Subtotal | | 188 |
| | 17,107 |
| | 89.3% | | 91.2% | | 432,947 |
| | 93.7 | % | | 71,024 |
| | 281,471 |
|
Office Properties Held for Sale (6) | | 17 |
| | 1,235 |
| | 79.5% | | 86.6% | | 19,539 |
| | 4.2 | % | | 3,160 |
| | 12,858 |
|
Greater Philadelphia | | 3 |
| | 489 |
| | 100.0% | | 100.0% | | 9,370 |
| | 2.0 | % | | 1,816 |
| | 7,136 |
|
Disposed Office Properties (7) | | N/A |
| | N/A |
| | N/A | | N/A | | N/A |
| | N/A |
| | 122 |
| | 10,900 |
|
Total Portfolio | | 208 |
| | 18,831 |
| | 87.8% | | 89.2% | | $ | 461,856 |
| | 100.0 | % | | $ | 76,122 |
| | $ | 312,365 |
|
| | | | | | | | | | | | | | | | |
Strategic Tenant Properties (8) | | 114 |
| | 11,580 |
| | 92.8% | | 93.6% | | $ | 323,410 |
| | 70.0 | % | | $ | 54,824 |
| | $ | 213,273 |
|
(1) Percentages calculated based on operational square feet.
(2) Properties held for long-term investment owned and 100% operational since at least 1/1/11.
(3) Properties with first generation operational space less than 90% occupied at 12/31/12, as detailed on page 13.
(4) Newly constructed or redeveloped properties placed in service that were not fully operational by 1/1/11.
(5) Acquired properties that were not owned and fully operational by 1/1/11.
(6) The carrying value of operating property assets held for sale at 12/31/12 totaled $140,229.
(7) See page 21.
| |
(8) | Office properties held for long-term investment located near defense installations and other knowledge-based government demand drivers, or that were otherwise at least 50% leased as of most recent year end by United States Government agencies or defense contractors. |
Corporate Office Properties Trust
Unstabilized Office Properties (1) - December 31, 2012
|
| | | | | | | |
| | | | | | |
Property Grouping | Operational Square Feet | | Occupancy % | | Leased % | |
Same Office Properties (2) | |
| | | | | |
3120 Fairview Park Drive | 180,854 |
| | 46.0% | | 46.0% | |
Office Properties Placed in Service (3) | |
| | | | | |
206 Research Blvd | 128,119 |
| | 0.0% | | 0.0% | |
316 Sentinel Way | 125,150 |
| | 63.1% | | 100.0% | |
410 National Business Parkway | 110,154 |
| | 47.7% | | 47.7% | (4) |
430 National Business Parkway | 110,136 |
| | 86.1% | | 86.1% | |
210 Research Blvd | 79,573 |
| | 38.6% | | 38.6% | |
Total Unstabilized Office Properties Placed in Service | 553,132 |
| | 46.5% | | 54.8% | |
Total Unstabilized Office Properties, Excluding Properties Held for Sale | 733,986 |
| | 46.3% | | 52.6% | |
Unstabilized Properties Held for Sale (3 Properties) | 309,576 |
| | 37.4% | | 64.5% | |
Total Unstabilized Office Properties | 1,043,562 |
| | 43.7% | | 56.2% | |
(1) Properties with first generation operational space less than 90% occupied at 12/31/12.
(2) Properties owned and 100% operational since 1/1/11.
(3) Newly constructed or redeveloped properties placed in service that were not fully operational by 1/1/11.
(4) Property was 100% leased in January 2013.
Corporate Office Properties Trust
Real Estate Revenues* by Segment
(dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Year Ended |
| | 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
| Office Properties: | |
| | |
| | |
| | |
| | |
| | | | |
| Baltimore/Washington Corridor | $ | 57,233 |
| | $ | 55,799 |
| | $ | 55,677 |
| | $ | 56,250 |
| | $ | 57,195 |
| | 224,959 |
| | 218,051 |
|
| Northern Virginia | 21,600 |
| | 20,363 |
| | 19,051 |
| | 18,560 |
| | 18,855 |
| | 79,574 |
| | 74,214 |
|
| San Antonio | 8,455 |
| | 8,125 |
| | 7,830 |
| | 7,608 |
| | 7,613 |
| | 32,018 |
| | 30,066 |
|
| Washington, DC - Capitol Riverfront | 4,182 |
| | 4,389 |
| | 4,232 |
| | 3,894 |
| | 4,529 |
| | 16,697 |
| | 17,878 |
|
| St. Mary’s and King George Counties | 3,956 |
| | 4,085 |
| | 4,139 |
| | 4,212 |
| | 3,760 |
| | 16,392 |
| | 14,366 |
|
| Greater Baltimore | 10,662 |
| | 11,918 |
| | 14,664 |
| | 15,372 |
| | 17,017 |
| | 52,616 |
| | 70,668 |
|
| Suburban Maryland | 2,336 |
| | 2,371 |
| | 4,560 |
| | 5,749 |
| | 5,400 |
| | 15,016 |
| | 21,982 |
|
| Colorado Springs | 6,309 |
| | 6,278 |
| | 6,149 |
| | 6,453 |
| | 5,991 |
| | 25,189 |
| | 23,860 |
|
| Greater Philadelphia | 2,527 |
| | 2,541 |
| | 2,458 |
| | 2,172 |
| | 2,143 |
| | 9,698 |
| | 7,458 |
|
| Other | 3,317 |
| | 3,589 |
| | 3,770 |
| | 3,618 |
| | 3,668 |
| | 14,294 |
| | 12,235 |
|
| Wholesale Data Center | 1,987 |
| | 1,806 |
| | 1,438 |
| | 1,416 |
| | 1,285 |
| | 6,647 |
| | 5,054 |
|
| Real estate revenues | $ | 122,564 |
| | $ | 121,264 |
| | $ | 123,968 |
| | $ | 125,304 |
| | $ | 127,456 |
| | $ | 493,100 |
| | $ | 495,832 |
|
| NOI from Real Estate Operations* by Segment (dollars in thousands) |
|
| | | | |
| | Three Months Ended | | Year Ended |
| | 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
| Office Properties: | |
| | |
| | |
| | |
| | |
| | | | |
| Baltimore/Washington Corridor | $ | 36,615 |
| | $ | 37,265 |
| | $ | 37,208 |
| | $ | 36,576 |
| | $ | 35,800 |
| | 147,664 |
| | 139,420 |
|
| Northern Virginia | 13,767 |
| | 13,248 |
| | 12,126 |
| | 11,330 |
| | 11,925 |
| | 50,471 |
| | 45,696 |
|
| San Antonio | 3,954 |
| | 3,853 |
| | 3,866 |
| | 3,846 |
| | 3,876 |
| | 15,519 |
| | 15,695 |
|
| Washington, DC - Capitol Riverfront | 2,112 |
| | 2,465 |
| | 2,556 |
| | 2,009 |
| | 2,776 |
| | 9,142 |
| | 11,116 |
|
| St. Mary’s and King George Counties | 2,735 |
| | 2,844 |
| | 3,068 |
| | 3,000 |
| | 2,626 |
| | 11,647 |
| | 10,224 |
|
| Greater Baltimore | 6,656 |
| | 7,379 |
| | 9,053 |
| | 9,611 |
| | 10,152 |
| | 32,699 |
| | 41,125 |
|
| Suburban Maryland | 1,398 |
| | 1,330 |
| | 2,703 |
| | 3,290 |
| | 2,947 |
| | 8,721 |
| | 12,808 |
|
| Colorado Springs | 3,780 |
| | 3,846 |
| | 4,134 |
| | 4,146 |
| | 3,523 |
| | 15,906 |
| | 15,060 |
|
| Greater Philadelphia | 1,816 |
| | 1,878 |
| | 1,783 |
| | 1,659 |
| | 1,706 |
| | 7,136 |
| | 6,056 |
|
| Other | 2,739 |
| | 2,903 |
| | 3,056 |
| | 2,930 |
| | 2,959 |
| | 11,628 |
| | 9,187 |
|
| Wholesale Data Center | 550 |
| | 554 |
| | 367 |
| | 361 |
| | 404 |
| | 1,832 |
| | 1,625 |
|
| NOI from real estate operations | $ | 76,122 |
| | $ | 77,565 |
| | $ | 79,920 |
| | $ | 78,758 |
| | $ | 78,694 |
| | $ | 312,365 |
| | $ | 308,012 |
|
*Includes continuing and discontinued operations.
Corporate Office Properties Trust
Same Office Properties (1) Average Occupancy Rates by Region
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Buildings | | Rentable Square Feet | | Three Months Ended | | Year Ended |
| | | 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Baltimore Washington Corridor | 94 |
| | 8,083,874 |
| | 89.7 | % | | 89.0 | % | | 89.5 | % | | 88.7 | % | | 89.4 | % | | 89.2 | % | | 89.1 | % |
Northern Virginia | 17 |
| | 2,934,677 |
| | 88.1 | % | | 86.6 | % | | 87.0 | % | | 86.1 | % | | 86.1 | % | | 87.0 | % | | 87.0 | % |
San Antonio | 8 |
| | 915,429 |
| | 96.5 | % | | 96.5 | % | | 96.5 | % | | 97.6 | % | | 100.0 | % | | 96.8 | % | | 100.0 | % |
Washington, DC - Capitol Riverfront | 2 |
| | 360,326 |
| | 89.0 | % | | 89.0 | % | | 89.0 | % | | 88.3 | % | | 95.5 | % | | 88.8 | % | | 96.6 | % |
St. Mary’s and King George Counties | 18 |
| | 820,750 |
| | 84.1 | % | | 84.1 | % | | 86.5 | % | | 87.0 | % | | 87.5 | % | | 85.4 | % | | 88.0 | % |
Greater Baltimore | 29 |
| | 1,768,021 |
| | 85.2 | % | | 87.4 | % | | 87.5 | % | | 86.8 | % | | 85.6 | % | | 86.7 | % | | 85.2 | % |
Suburban Maryland | 2 |
| | 242,070 |
| | 94.9 | % | | 94.1 | % | | 92.5 | % | | 90.0 | % | | 90.0 | % | | 92.9 | % | | 88.6 | % |
Colorado Springs | 5 |
| | 398,044 |
| | 72.9 | % | | 74.9 | % | | 74.5 | % | | 74.7 | % | | 79.0 | % | | 74.2 | % | | 84.1 | % |
Other | 2 |
| | 295,842 |
| | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
Total Office | 177 |
| | 15,818,697 |
| | 88.8 | % | | 88.5 | % | | 88.9 | % | | 88.3 | % | | 88.9 | % | | 88.6 | % | | 89.1 | % |
Total Same Office Properties occupancy as of period end | | |
| | 89.1 | % | | 88.5 | % | | 88.7 | % | | 88.4 | % | | 88.3 | % | | 89.1 | % | | 88.3 | % |
(1) Same office properties represent buildings owned and 100% operational since at least January 1, 2011, excluding properties held for future disposition.
Corporate Office Properties Trust
Same Office Property Real Estate Revenues by Region
(dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Office Properties: | |
| | |
| | |
| | |
| | |
| | | | |
Baltimore/Washington Corridor | $ | 54,050 |
| | $ | 52,948 |
| | $ | 51,992 |
| | $ | 52,574 |
| | $ | 53,571 |
| | 211,564 |
| | 206,055 |
|
Northern Virginia | 19,334 |
| | 19,181 |
| | 19,051 |
| | 18,560 |
| | 18,855 |
| | 76,126 |
| | 74,214 |
|
San Antonio | 8,455 |
| | 8,125 |
| | 7,830 |
| | 7,614 |
| | 7,610 |
| | 32,024 |
| | 30,060 |
|
Washington, DC - Capitol Riverfront | 4,182 |
| | 4,389 |
| | 4,232 |
| | 3,894 |
| | 4,529 |
| | 16,697 |
| | 17,878 |
|
St. Mary’s and King George Counties | 3,388 |
| | 3,511 |
| | 3,551 |
| | 3,622 |
| | 3,485 |
| | 14,072 |
| | 14,091 |
|
Greater Baltimore | 9,747 |
| | 10,016 |
| | 9,735 |
| | 10,083 |
| | 9,941 |
| | 39,581 |
| | 38,611 |
|
Suburban Maryland | 2,132 |
| | 2,105 |
| | 2,069 |
| | 2,051 |
| | 1,993 |
| | 8,357 |
| | 8,384 |
|
Colorado Springs | 1,471 |
| | 1,537 |
| | 1,524 |
| | 1,627 |
| | 1,469 |
| | 6,159 |
| | 5,911 |
|
Other | 2,435 |
| | 2,423 |
| | 2,434 |
| | 2,403 |
| | 2,449 |
| | 9,695 |
| | 9,413 |
|
Real estate revenues | $ | 105,194 |
| | $ | 104,235 |
| | $ | 102,418 |
| | $ | 102,428 |
| | $ | 103,902 |
| | $ | 414,275 |
| | $ | 404,617 |
|
Same Office Property NOI by Region
(dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Office Properties: | |
| | |
| | |
| | |
| | |
| | | | |
Baltimore/Washington Corridor | $ | 34,056 |
| | $ | 35,139 |
| | $ | 34,540 |
| | $ | 34,013 |
| | $ | 33,050 |
| | 137,748 |
| | 130,878 |
|
Northern Virginia | 12,194 |
| | 12,248 |
| | 12,122 |
| | 11,330 |
| | 11,925 |
| | 47,894 |
| | 45,695 |
|
San Antonio | 3,954 |
| | 3,852 |
| | 3,864 |
| | 3,902 |
| | 3,945 |
| | 15,572 |
| | 15,766 |
|
Washington, DC - Capitol Riverfront | 2,112 |
| | 2,465 |
| | 2,556 |
| | 2,009 |
| | 2,776 |
| | 9,142 |
| | 11,116 |
|
St. Mary’s and King George Counties | 2,332 |
| | 2,368 |
| | 2,615 |
| | 2,529 |
| | 2,440 |
| | 9,844 |
| | 10,043 |
|
Greater Baltimore | 6,069 |
| | 6,209 |
| | 6,070 |
| | 6,436 |
| | 6,225 |
| | 24,784 |
| | 23,501 |
|
Suburban Maryland | 1,296 |
| | 1,315 |
| | 1,357 |
| | 1,319 |
| | 1,222 |
| | 5,287 |
| | 5,723 |
|
Colorado Springs | 729 |
| | 797 |
| | 924 |
| | 901 |
| | 765 |
| | 3,351 |
| | 3,177 |
|
Other | 2,169 |
| | 2,184 |
| | 2,190 |
| | 2,178 |
| | 2,253 |
| | 8,721 |
| | 8,520 |
|
Same office property NOI | 64,911 |
| | 66,577 |
| | 66,238 |
| | 64,617 |
| | 64,601 |
| | 262,343 |
| | 254,419 |
|
Add (less): Straight-line rent adjustments | (1,291 | ) | | (1,452 | ) | | (952 | ) | | (2,008 | ) | | (617 | ) | | (5,703 | ) | | (5,170 | ) |
Less: Amortization of deferred market rental revenue | (79 | ) | | (80 | ) | | (96 | ) | | (99 | ) | | (83 | ) | | (354 | ) | | (288 | ) |
Add: Amortization of above-market cost arrangements | 371 |
| | 371 |
| | 371 |
| | 353 |
| | 434 |
| | 1,466 |
| | 1,735 |
|
Same office property cash NOI | 63,912 |
| | 65,416 |
| | 65,561 |
| | 62,863 |
| | 64,335 |
| | 257,752 |
| | 250,696 |
|
Less: Lease termination fees, gross | (544 | ) | | (432 | ) | | (182 | ) | | (534 | ) | | (48 | ) | | (1,692 | ) | | (491 | ) |
Same office property cash NOI, excluding gross lease termination fees | $ | 63,368 |
| | $ | 64,984 |
| | $ | 65,379 |
| | $ | 62,329 |
| | $ | 64,287 |
| | $ | 256,060 |
| | $ | 250,205 |
|
Note: Same office properties represent buildings owned and 100% operational since at least January 1, 2011, excluding properties held for future disposition.
Corporate Office Properties Trust
Office Leasing (1)
Quarter Ended December 31, 2012
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Baltimore/ Washington Corridor | | Northern Virginia | | Washington DC-Capital Riverfront | | St. Mary’s & King George Counties | | Greater Baltimore | | Colorado Springs | | Greater Philadelphia | | Huntsville | | Total Office |
Renewed Space | |
| | |
| | |
| | | | |
| | |
| | |
| | | | |
|
Leased Square Feet | 35,238 |
| | 245,566 |
| | 4,563 |
| | 116,144 |
| | 7,571 |
| | 7,304 |
| | — |
| | — |
| | 416,386 |
|
Expiring Square Feet | 66,235 |
| | 245,566 |
| | 4,563 |
| | 116,144 |
| | 12,451 |
| | 18,113 |
| | — |
| | 23,299 |
| | 486,371 |
|
Vacated Square Feet | 30,997 |
| | — |
| | — |
| | — |
| | 4,880 |
| | 10,809 |
| | — |
| | 23,299 |
| | 69,985 |
|
Retention Rate (% based upon square feet) | 53.20 | % | | 100.00 | % | | 100.00 | % | | 100.00 | % | | 60.81 | % | | 40.32 | % | | 0.00 | % | | 0.00 | % | | 85.61 | % |
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | 9.05 |
| | $ | 2.76 |
| | $ | 0.90 |
| | $ | — |
| | $ | 0.09 |
| | $ | 22.50 |
| | $ | — |
| | $ | — |
| | $ | 2.80 |
|
Weighted Average Lease Term in Years | 4.9 |
| | 1.4 |
| | 1.0 |
| | 1.2 |
| | 1.3 |
| | 5.1 |
| | — |
| | — |
| | 1.7 |
|
GAAP Rent Per Square Foot | | | | | | | | | | | | | | | | | |
Renewal GAAP Rent | $ | 34.23 |
| | $ | 27.20 |
| | $ | 46.27 |
| | $ | 17.65 |
| | $ | 13.22 |
| | $ | 18.43 |
| | $ | — |
| | $ | — |
| | $ | 24.93 |
|
Expiring GAAP Rent | $ | 29.07 |
| | $ | 26.88 |
| | $ | 45.17 |
| | $ | 16.36 |
| | $ | 18.96 |
| | $ | 16.36 |
| | $ | — |
| | $ | — |
| | $ | 24.00 |
|
Change in GAAP Rent | 17.78 | % | | 1.21 | % | | 2.44 | % | | 7.9 | % | | (30.31 | )% | | 12.64 | % | | 0.00 | % | | 0.00 | % | | 3.89 | % |
Cash Rent Per Square Foot | | | | | | | | | | | | | | | | | |
Renewal Cash Rent | $ | 32.84 |
| | $ | 27.18 |
| | $ | 46.27 |
| | $ | 17.60 |
| | $ | 13.22 |
| | $ | 17.80 |
| | $ | — |
| | $ | — |
| | $ | 24.78 |
|
Expiring Cash Rent | $ | 30.44 |
| | $ | 27.05 |
| | $ | 45.17 |
| | $ | 17.30 |
| | $ | 19.65 |
| | $ | 18.64 |
| | $ | — |
| | $ | — |
| | $ | 24.54 |
|
Change in Cash Rent | 7.88 | % | | 0.48 | % | | 2.44 | % | | 1.69 | % | | (32.73 | )% | | (4.52 | )% | | 0.00 | % | | 0.00 | % | | 0.99 | % |
| | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | |
Development and Redevelopment Space | | | | | | | | | | | | | | | | | |
Leased Square Feet (2) | — |
| | 317,818 |
| | — |
| | — |
| | — |
| | 36,468 |
| | 105,763 |
| | 363,298 |
| | 823,347 |
|
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | — |
| | $ | 5.68 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 63.70 |
| | $ | 80.19 |
| | $ | 42.41 |
| | $ | 34.03 |
|
Weighted Average Lease Term in Years | — |
| | 11.5 |
| | — |
| | — |
| | — |
| | 8.7 |
| | 13.8 |
| | 5.4 |
| | 9.0 |
|
GAAP Rent Per Square Foot | $ | — |
| | $ | 11.78 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 18.59 |
| | $ | 23.60 |
| | $ | 20.15 |
| | $ | 17.29 |
|
Cash Rent Per Square Foot | $ | — |
| | $ | 11.37 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 16.82 |
| | $ | 24.13 |
| | $ | 19.05 |
| | $ | 16.64 |
|
| | | | | | | | | | | | | | | | | |
Other New Leases (3) | | | | | | | | | | | | | | | | | |
Leased Square Feet | 68,906 |
| | 24,710 |
| | 10,165 |
| | 13,581 |
| | 46,427 |
| | 2,720 |
| | — |
| | — |
| | 166,509 |
|
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | 19.86 |
| | $ | 18.76 |
| | $ | 39.55 |
| | $ | 24.47 |
| | $ | 50.00 |
| | $ | 3.68 |
| | $ | — |
| | $ | — |
| | $ | 29.41 |
|
Weighted Average Lease Term in Years | 5.7 |
| | 6.7 |
| | 5.2 |
| | 4.4 |
| | 3.8 |
| | 4.1 |
| | — |
| | — |
| | 5.2 |
|
GAAP Rent Per Square Foot | $ | 24.45 |
| | $ | 24.39 |
| | $ | 42.67 |
| | $ | 22.31 |
| | $ | 30.12 |
| | $ | 22.51 |
| | $ | — |
| | $ | — |
| | $ | 26.93 |
|
Cash Rent Per Square Foot | $ | 23.79 |
| | $ | 23.74 |
| | $ | 43.00 |
| | $ | 21.49 |
| | $ | 29.00 |
| | $ | 21.78 |
| | $ | — |
| | $ | — |
| | $ | 26.19 |
|
| | | | | | | | | | | | | | | | | |
Total Square Feet Leased | 104,144 |
| | 588,094 |
| | 14,728 |
| | 129,725 |
| | 53,998 |
| | 46,492 |
| | 105,763 |
| | 363,298 |
| | 1,406,242 |
|
(1) This presentation reflects consolidated properties.
(2) New leasing activity in Northern Virginia is related to two Ashburn Crossing properties.
(3) Other New Leases includes acquired first generation space and vacated second generation space.
Notes: No expiration, renewal or retenanting activity transpired in our San Antonio, Suburban Maryland or Greater Philadelphia regions.
Activity is exclusive of owner occupied space and leases with less than a one-year term. Retention rate includes early renewals.
Corporate Office Properties Trust
Office Leasing (1)
Year Ended December 31, 2012
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Baltimore/ Washington Corridor | | Northern Virginia | | San Antonio | | Washington DC-Capital Riverfront | | St. Mary’s & King George Counties | | Greater Baltimore | | Suburban Maryland | | Colorado Springs | | Greater Philadelphia | | Huntsville | | Total Office |
Renewed Space | |
| | |
| | |
| | |
| | | | |
| | |
| | |
| | |
| | | | |
|
Leased Square Feet | 422,138 |
| | 284,150 |
| | 45,935 |
| | 26,297 |
| | 308,213 |
| | 141,977 |
| | 15,756 |
| | 107,749 |
| | — |
| | — |
| | 1,352,215 |
|
Expiring Square Feet | 815,002 |
| | 375,268 |
| | 78,359 |
| | 26,297 |
| | 346,147 |
| | 255,231 |
| | 15,756 |
| | 167,882 |
| | — |
| | 23,299 |
| | 2,103,241 |
|
Vacated Square Feet | 392,864 |
| | 91,118 |
| | 32,424 |
| | — |
| | 37,934 |
| | 113,254 |
| | — |
| | 60,133 |
| | — |
| | 23,299 |
| | 751,026 |
|
Retention Rate (% based upon square feet) | 51.80 | % | | 75.72 | % | | 58.62 | % | | 100.00 | % | | 89.04 | % | | 55.63 | % | | 100.00 | % | | 64.18 | % | | 0.00 | % | | 0.00 | % | | 64.29 | % |
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | 8.56 |
| | $ | 3.57 |
| | $ | 15.70 |
| | $ | 9.19 |
| | $ | 2.71 |
| | $ | 4.86 |
| | $ | 2.41 |
| | $ | 13.20 |
| | $ | — |
| | $ | — |
| | $ | 6.35 |
|
Weighted Average Lease Term in Years | 4.1 |
| | 1.8 |
| | 5.3 |
| | 4.2 |
| | 2.1 |
| | 4.1 |
| | 6.5 |
| | 5.4 |
| | — |
| | — |
| | 3.3 |
|
GAAP Rent Per Square Foot | | | | | | | | | | | | | | | | | | | | | |
Renewal GAAP Rent | $ | 27.22 |
| | $ | 27.45 |
| | $ | 13.98 |
| | $ | 46.27 |
| | $ | 20.38 |
| | $ | 18.96 |
| | $ | 15.29 |
| | $ | 20.26 |
| | $ | — |
| | $ | — |
| | $ | 24.07 |
|
Expiring GAAP Rent | $ | 26.10 |
| | $ | 27.37 |
| | $ | 12.79 |
| | $ | 51.09 |
| | $ | 19.48 |
| | $ | 20.29 |
| | $ | 15.05 |
| | $ | 18.47 |
| | $ | — |
| | $ | — |
| | $ | 23.55 |
|
Change in GAAP Rent | 4.27 | % | | 0.30 | % | | 9.29 | % | | (9.45 | )% | | 4.60 | % | | (6.56 | )% | | 1.60 | % | | 9.68 | % | | 0.00 | % | | 0.00 | % | | 2.22 | % |
Cash Rent Per Square Foot | | | | | | | | | | | | | | | | | | | | | |
Renewal Cash Rent | $ | 26.41 |
| | $ | 27.35 |
| | $ | 13.79 |
| | $ | 43.63 |
| | $ | 20.32 |
| | $ | 18.07 |
| | $ | 14.86 |
| | $ | 19.07 |
| | $ | — |
| | $ | — |
| | $ | 23.53 |
|
Expiring Cash Rent | $ | 27.36 |
| | $ | 27.80 |
| | $ | 13.29 |
| | $ | 51.77 |
| | $ | 20.36 |
| | $ | 21.38 |
| | $ | 15.80 |
| | $ | 20.66 |
| | $ | — |
| | $ | — |
| | $ | 24.56 |
|
Change in Cash Rent | (3.46 | )% | | (1.60 | )% | | 3.76 | % | | (15.73 | )% | | (0.20 | )% | | (15.48 | )% | | (5.94 | )% | | (7.68 | )% | | 0.00 | % | | 0.00 | % | | (4.17 | )% |
| | | | | | | | | | | | | | | | | | | | | |
New Leases | | | | | | | | | | | | | | | | | | | | | |
Development and Redevelopment Space | | | | | | | | | | | | | | | | | | | | | |
Leased Square Feet (2) | 293,678 |
| | 325,656 |
| | — |
| | — |
| | — |
| | 3,174 |
| | 2,710 |
| | 126,334 |
| | 117,134 |
| | 363,298 |
| | 1,231,984 |
|
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | 68.54 |
| | $ | 7.26 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 30.17 |
| | $ | 55.16 |
| | $ | 52.36 |
| | $ | 78.19 |
| | $ | 42.41 |
| | $ | 43.77 |
|
Weighted Average Lease Term in Years | 8.4 |
| | 11.4 |
| | — |
| | — |
| | — |
| | 5.1 |
| | 8.6 |
| | 7.3 |
| | 13.1 |
| | 5.4 |
| | 8.6 |
|
GAAP Rent Per Square Foot | $ | 29.43 |
| | $ | 12.39 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 27.56 |
| | $ | 31.36 |
| | $ | 16.48 |
| | $ | 23.86 |
| | $ | 20.15 |
| | $ | 20.33 |
|
Cash Rent Per Square Foot | $ | 26.76 |
| | $ | 11.98 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 25.93 |
| | $ | 29.34 |
| | $ | 15.58 |
| | $ | 24.29 |
| | $ | 19.05 |
| | $ | 19.20 |
|
| | | | | | | | | | | | | | | | | | | | | |
Other New Leases (3) | | | | | | | | | | | | | | | | | | | | | |
Leased Square Feet | 340,674 |
| | 171,016 |
| | — |
| | 10,165 |
| | 27,951 |
| | 103,367 |
| | 35,941 |
| | 46,398 |
| | — |
| | — |
| | 735,512 |
|
Statistics for Completed Leasing: | | | | | | | | | | | | | | | | | | | | | |
Average Committed Cost per Square Foot | $ | 22.04 |
| | $ | 38.92 |
| | $ | — |
| | $ | 39.55 |
| | $ | 20.88 |
| | $ | 30.60 |
| | $ | 15.95 |
| | $ | 22.03 |
| | $ | — |
| | $ | — |
| | $ | 27.07 |
|
Weighted Average Lease Term in Years | 5.6 |
| | 6.6 |
| | — |
| | 5.2 |
| | 4.9 |
| | 4.1 |
| | 5.3 |
| | 5.2 |
| | — |
| | — |
| | 5.5 |
|
GAAP Rent Per Square Foot | $ | 22.73 |
| | $ | 26.09 |
| | $ | — |
| | $ | 42.67 |
| | $ | 23.38 |
| | $ | 23.95 |
| | $ | 17.25 |
| | $ | 17.74 |
| | $ | — |
| | $ | — |
| | $ | 23.40 |
|
Cash Rent Per Square Foot | $ | 21.66 |
| | $ | 26.12 |
| | $ | — |
| | $ | 43.00 |
| | $ | 22.37 |
| | $ | 23.10 |
| | $ | 16.17 |
| | $ | 17.51 |
| | $ | — |
| | $ | — |
| | $ | 22.69 |
|
| | | | | | | | | | | | | | | | | | | | | |
Total Square Feet Leased | 1,056,490 |
| | 780,822 |
| | 45,935 |
| | 36,462 |
| | 336,164 |
| | 248,518 |
| | 54,407 |
| | 280,481 |
| | 117,134 |
| | 363,298 |
| | 3,319,711 |
|
(1) This presentation reflects consolidated properties.
(2) New leasing activity in Northern Virginia is related to two Ashburn Crossing properties.
(3) Other New Leases includes acquired first generation space and vacated second generation space.
Notes: No expiration, renewal or retenanting activity transpired in Greater Philadelphia.
Activity is exclusive of owner occupied space and leases with less than a one-year term. Retention rate includes early renewals.
Corporate Office Properties Trust
Office Lease Expiration Analysis as of 12/31/12 (1) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Office Portfolio | | Strategic Tenant Properties Only |
Year and Region of Lease (2) | | Number of Leases Expiring | | Square Footage of Leases Expiring | | Annual Rental Revenue of Expiring Leases (3) (000's) | | Percentage of Total Annualized Rental Revenue Expiring | | Annual Rental Revenue of Expiring Leases per Occupied Square Foot | | | Number of Leases Expiring | | Square Footage of Leases Expiring | | Annual Rental Revenue of Expiring Leases (3) (000's) | | Percentage of Strategic TenantProperties Annualized Rental Revenue Expiring | | Annual Rental Revenue of Expiring Leases per Occupied Square Foot |
Baltimore/Washington Corridor | | 67 |
| | 1,710,198 |
| | $ | 51,881 |
| | 11.2 | % | | $ | 30.34 |
| | | 29 |
| | 1,458,190 |
| | $ | 45,900 |
| | 14.2 | % | | $ | 31.48 |
|
Northern Virginia | | 22 |
| | 157,585 |
| | 4,168 |
| | 0.9 | % | | 26.45 |
| | | 10 |
| | 91,863 |
| | 2,221 |
| | 0.7 | % | | 24.18 |
|
San Antonio | | 1 |
| | 1,520 |
| | 48 |
| | — | % | | 31.58 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
Washington, DC-Capitol Riverfront | | 6 |
| | 119,601 |
| | 5,198 |
| | 1.1 | % | | 43.46 |
| | | 6 |
| | 119,601 |
| | 5,198 |
| | 1.6 | % | | 43.46 |
|
St. Mary’s and King George Cos. | | 16 |
| | 178,495 |
| | 3,587 |
| | 0.8 | % | | 20.10 |
| | | 16 |
| | 178,495 |
| | 3,587 |
| | 1.1 | % | | 20.10 |
|
Greater Baltimore | | 18 |
| | 76,625 |
| | 1,632 |
| | 0.4 | % | | 21.30 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
Suburban Maryland | | 2 |
| | 47,484 |
| | 1,414 |
| | 0.3 | % | | 29.77 |
| | | 1 |
| | 43,484 |
| | 1,357 |
| | 0.4 | % | | 31.21 |
|
Colorado Springs | | 14 |
| | 151,238 |
| | 3,154 |
| | 0.7 | % | | 20.86 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
2013 | | 146 |
| | 2,442,746 |
| | 71,083 |
| | 15.4 | % | | 29.10 |
| | | 62 |
| | 1,891,633 |
| | 58,264 |
| | 18.0 | % | | 30.80 |
|
Baltimore/Washington Corridor | | 37 |
| | 715,440 |
| | 21,741 |
| | 4.7 | % | | 30.39 |
| | | 17 |
| | 566,978 |
| | 17,872 |
| | 5.5 | % | | 31.52 |
|
Northern Virginia | | 11 |
| | 829,730 |
| | 25,863 |
| | 5.6 | % | | 31.17 |
| | | 8 |
| | 773,903 |
| | 23,930 |
| | 7.4 | % | | 30.92 |
|
Washington, DC-Capitol Riverfront | | 6 |
| | 70,200 |
| | 3,209 |
| | 0.7 | % | | 45.71 |
| | | 6 |
| | 70,200 |
| | 3,209 |
| | 1.0 | % | | 45.71 |
|
St. Mary’s and King George Cos. | | 14 |
| | 186,819 |
| | 3,324 |
| | 0.7 | % | | 17.79 |
| | | 14 |
| | 186,819 |
| | 3,324 |
| | 1.0 | % | | 17.79 |
|
Greater Baltimore | | 21 |
| | 119,802 |
| | 2,115 |
| | 0.5 | % | | 17.65 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
Suburban Maryland | | 2 |
| | 19,261 |
| | 668 |
| | 0.1 | % | | 34.69 |
| | | 2 |
| | 19,261 |
| | 668 |
| | 0.2 | % | | 34.69 |
|
Colorado Springs | | 9 |
| | 164,656 |
| | 3,344 |
| | 0.7 | % | | 20.31 |
| | | 1 |
| | 22,814 |
| | 539 |
| | 0.2 | % | | 23.61 |
|
Other | | 1 |
| | 115,167 |
| | 3,137 |
| | 0.7 | % | | 27.24 |
| | | 1 |
| | 115,167 |
| | 3,137 |
| | 1.0 | % | | 27.24 |
|
2014 | | 101 | | 2,221,075 |
| | 63,401 |
| | 13.7 | % | | 28.54 |
| | | 49 |
| | 1,755,142 |
| | 52,679 |
| | 16.3 | % | | 30.01 |
|
Baltimore/Washington Corridor | | 55 |
| | 1,288,505 |
| | 35,932 |
| | 7.8 | % | | 27.89 |
| | | 27 |
| | 993,242 |
| | 28,806 |
| | 8.9 | % | | 29.00 |
|
Northern Virginia | | 12 |
| | 662,842 |
| | 20,723 |
| | 4.5 | % | | 31.26 |
| | | 9 |
| | 647,814 |
| | 20,164 |
| | 6.2 | % | | 31.13 |
|
Washington, DC-Capitol Riverfront | | 4 |
| | 32,092 |
| | 1,536 |
| | 0.3 | % | | 47.86 |
| | | 4 |
| | 32,092 |
| | 1,536 |
| | 0.5 | % | | 47.86 |
|
St. Mary’s and King George Cos. | | 16 |
| | 255,778 |
| | 5,066 |
| | 1.1 | % | | 19.81 |
| | | 16 |
| | 255,778 |
| | 5,066 |
| | 1.6 | % | | 19.81 |
|
Greater Baltimore | | 15 |
| | 169,758 |
| | 4,392 |
| | 1.0 | % | | 25.87 |
| | | 5 |
| | 49,231 |
| | 1,506 |
| | 0.5 | % | | 30.59 |
|
Colorado Springs | | 9 |
| | 110,202 |
| | 2,197 |
| | 0.5 | % | | 19.94 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
Greater Philadelphia | | 1 |
| | 218,337 |
| | 2,944 |
| | 0.6 | % | | 13.49 |
| | | — |
| | — |
| | — |
| | 0.0 | % | | — |
|
2015 | | 112 |
| | 2,737,514 |
| | 72,790 |
| | 15.8 | % | | 26.59 |
| | | 61 |
| | 1,978,157 |
| | 57,078 |
| | 17.6 | % | | 28.85 |
|
2016 | | 79 |
| | 1,637,241 |
| | 43,799 |
| | 9.5 | % | | 26.75 |
| | | 32 |
| | 872,873 |
| | 24,533 |
| | 7.6 | % | | 28.11 |
|
2017 | | 96 |
| | 1,842,182 |
| | 49,748 |
| | 10.8 | % | | 27.01 |
| | | 30 |
| | 910,523 |
| | 28,135 |
| | 8.7 | % | | 30.90 |
|
Thereafter | | 157 |
| | 5,660,026 |
| | 161,035 |
| | 34.9 | % | | 28.45 |
| | | 80 |
| | 3,335,056 |
| | 102,721 |
| | 31.8 | % | | 30.80 |
|
Total / Average | | 691 | | 16,540,784 |
| | $ | 461,856 |
| | 100.0 | % | | $ | 27.92 |
| | | 314 |
| | 10,743,384 |
| | $ | 323,410 |
| | 100.0 | % | | $ | 30.10 |
|
Note: As of December 31, 2012, the weighted average lease term is 4.4 years for the consolidated portfolio and 4.2 for the Strategic Tenant Properties.
| |
(1) | This presentation reflects consolidated properties. This expiration analysis reflects occupied space and includes the effect of early renewals completed on existing leases but excludes the effect of new tenant leases on square feet yet to commence as of December 31, 2012 of 264,380 for the portfolio, including 91,360 for the Strategic Tenant Properties. |
| |
(2) | Many of our government leases are subject to certain early termination provisions which are customary to government leases. The year of lease expiration was computed assuming no exercise of such early termination rights. |
| |
(3) | Total Annualized Rental Revenue is the monthly contractual base rent as of December 31, 2012 multiplied by 12 plus the estimated annualized expense reimbursements under existing leases. |
Corporate Office Properties Trust
Top 20 Office Tenants as of 12/31/12
(Based on Annualized Rental Revenue of
office properties, dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | |
Tenant | | Number of Leases | | Total Occupied Square Feet | | Percentage of Total Occupied Square Feet | | Total Annualized Rental Revenue (1) | | Percentage of Total Annualized Rental Revenue | | Weighted Average Remaining Lease Term (2) |
United States of America | (3) | 63 |
| | 3,358,861 |
| | 20.3 | % | | $ | 111,745 |
| | 24.2 | % | | 4.9 |
|
Northrop Grumman Corporation | | 12 |
| | 1,076,634 |
| | 6.5 | % | | 29,061 |
| | 6.3 | % | | 5.9 |
|
Booz Allen Hamilton, Inc. | | 10 |
| | 802,916 |
| | 4.9 | % | | 25,598 |
| | 5.5 | % | | 3.4 |
|
Computer Sciences Corporation | | 7 |
| | 712,092 |
| | 4.3 | % | | 22,321 |
| | 4.8 | % | | 1.5 |
|
General Dynamics Corporation | | 10 |
| | 536,105 |
| | 3.2 | % | | 16,696 |
| | 3.6 | % | | 4.5 |
|
CareFirst, Inc. | | 3 |
| | 268,770 |
| | 1.6 | % | | 8,719 |
| | 1.9 | % | | 8.0 |
|
The MITRE Corporation | | 4 |
| | 286,553 |
| | 1.7 | % | | 8,682 |
| | 1.9 | % | | 4.1 |
|
ITT Exelis | | 7 |
| | 317,612 |
| | 1.9 | % | | 8,079 |
| | 1.7 | % | | 3.1 |
|
The Aerospace Corporation | | 3 |
| | 254,869 |
| | 1.5 | % | | 8,029 |
| | 1.7 | % | | 2.1 |
|
Wells Fargo & Company | | 4 |
| | 202,674 |
| | 1.2 | % | | 7,814 |
| | 1.7 | % | | 5.6 |
|
Kratos Defense and Security Solutions | | 5 |
| | 251,792 |
| | 1.5 | % | | 7,016 |
| | 1.5 | % | | 7.1 |
|
L-3 Communications Holdings, Inc. | | 3 |
| | 214,236 |
| | 1.3 | % | | 6,478 |
| | 1.4 | % | | 1.9 |
|
The Boeing Company | | 6 |
| | 199,785 |
| | 1.2 | % | | 6,257 |
| | 1.4 | % | | 2.8 |
|
AT&T Corporation | | 4 |
| | 315,353 |
| | 1.9 | % | | 5,717 |
| | 1.2 | % | | 6.3 |
|
Raytheon Company | | 7 |
| | 162,919 |
| | 1.0 | % | | 5,032 |
| | 1.1 | % | | 2.5 |
|
Ciena Corporation | | 4 |
| | 236,678 |
| | 1.4 | % | | 4,748 |
| | 1.0 | % | | 0.8 |
|
Science Applications International Corp. | | 4 |
| | 133,408 |
| | 0.8 | % | | 4,409 |
| | 1.0 | % | | 6.6 |
|
Lockheed Martin Corporation | | 6 |
| | 136,016 |
| | 0.8 | % | | 3,855 |
| | 0.8 | % | | 4.9 |
|
The Johns Hopkins Institutions | | 5 |
| | 141,122 |
| | 0.9 | % | | 3,800 |
| | 0.8 | % | | 3.8 |
|
Unisys Corporation | | 1 |
| | 156,891 |
| | 0.9 | % | | 3,697 |
| | 0.8 | % | | 7.4 |
|
Subtotal Top 20 Office Tenants | | 168 |
| | 9,765,286 |
| | 59.0 | % | | 297,753 |
| | 64.5 | % | | 4.5 |
|
All remaining tenants | | 523 |
| | 6,775,498 |
| | 41.0 | % | | 164,103 |
| | 35.5 | % | | 4.2 |
|
Total/Weighted Average | | 691 |
| | 16,540,784 |
| | 100.0 | % | | $ | 461,856 |
| | 100.0 | % | | 4.4 |
|
(1) Total Annualized Rental Revenue is the monthly contractual base rent as of December 31, 2012, multiplied by 12, plus the estimated annualized expense reimbursements under existing leases.
(2) The weighting of the lease term was computed using Total Rental Revenue.
(3) Substantially all of our government leases are subject to early termination provisions which are customary in government leases. The weighted average remaining lease term was computed assuming no exercise of such early termination rights.
Corporate Office Properties Trust
Dispositions
|
| | | | | | | | | | | | | | | | | | | |
Location | | Property Region | | Business Park/Submarket | | Number of Buildings | | Square Feet | | Transaction Date | | Occupancy on Transaction Date | | Transaction Price (in thousands) |
|
Quarter Ended 3/31/12 | | | | | | | | | | | | | | |
Operating Properties | | | | | | | | |
| | | | | | |
|
White Marsh Portfolio Disposition | | Greater Baltimore | | White Marsh | | 5 |
| | 163,000 |
| | 1/30/12 | | 82.3 | % | | $ | 19,100 |
|
1101 Sentry Gateway | | San Antonio | | San Antonio | | 1 |
| | 95,000 |
| | 1/31/12 | | 0.0 | % | | 13,500 |
|
222 and 224 Schilling Circle | | Greater Baltimore | | Hunt Valley | | 2 |
| | 56,000 |
| | 2/10/12 | | 72.3 | % | | 4,400 |
|
Total Operating Properties | | | | | | 8 |
| | 314,000 |
| | | | | | 37,000 |
|
Non Operating Properties | | | | | | N/A |
| | N/A |
| | Various | | N/A |
| | 25,695 |
|
Subtotal - Quarter Ended 3/31/12 | | | | | | 8 |
| | 314,000 |
| | | | | | 62,695 |
|
| | | | | | | | | | | | | | |
Quarter Ended 6/30/12 | | | | | | | | | | | | | | |
Operating Properties | | | | | | | | |
| | | | | | |
|
15 and 45 West Gude Drive | | Suburban Maryland | | Rockville | | 2 |
| | 231,000 |
| | 5/2/12 | | 89.4 | % | | 53,070 |
|
11800 Tech Road | | Suburban Maryland | | Montgomery | | 1 |
| | 240,000 |
| | 6/14/12 | | 82.5 | % | | 21,300 |
|
Total Operating Properties | | | | | | 3 |
| | 471,000 |
| | | | | | 74,370 |
|
Non Operating Properties | | | | | | N/A |
| | N/A |
| | 5/2/12 | | N/A |
| | 1,100 |
|
Subtotal - Quarter Ended 6/30/12 | | | | | | 3 |
| | 471,000 |
| | | | | | 75,470 |
|
| | | | | | | | | | | | | | |
Quarter Ended 9/30/12 | | | | | | | | | | | | | | |
Operating Properties | | | | | | | | | | | | | | |
400 Professional Drive (1) | | Suburban Maryland | | Gaithersburg | | 1 |
| | 130,000 |
| | 7/2/12 | | 66.7 | % | | 16,198 |
|
July 2012 Portfolio Disposition | | B/W Corridor and Greater Baltimore | | Various | | 23 |
| | 1,387,000 |
| | 7/24/12 | | 85.4 | % | | 161,901 |
|
Total Operating Properties | | | | | | 24 |
| | 1,517,000 |
| | | | | | 178,099 |
|
Non Operating Properties | | | | | | N/A |
| | N/A |
| | 7/24/12 | | N/A |
| | 1,289 |
|
Subtotal - Quarter Ended 9/30/12 | | | | | | 24 |
| | 1,517,000 |
| | | | | | 179,388 |
|
| | | | | | | | | | | | | | |
Total | | | | | | 35 |
| | 2,302,000 |
| | | | | | $ | 317,553 |
|
| | | | | | | | | | | | | | |
(1) The mortgage lender accepted a deed in lieu of foreclosure on the property, resulting in our transfer of title to the property in exchange for extinguishment of debt plus accrued interest. The transaction price represents the amount of debt and accrued interest extinguished. |
Corporate Office Properties Trust
Operating Property Acquisition
|
| | | | | | | | | | | | | | | | | | |
Location | | Property Region | | Business Park/Submarket | | Number of Buildings | | Square Feet | | Transaction Date | | Occupancy on Transaction Date | | Transaction Price (in thousands) |
|
13857 McLearen Road | | Northern Virginia | | Route 28 South | | 1 |
| | 202,000 |
| | 7/11/2012 | | 100.0% | | $ | 48,308 |
|
Corporate Office Properties Trust
Construction, Redevelopment, Wholesale Data Center and Land and Pre-Construction as of 12/31/12
(dollars in thousands) |
| | | | | | | | | | | | | | | | | | | |
| Construction Projects (1) | | Redevelopment Projects (2) | | Wholesale Data Center (3) | | Land and Pre-Construction (4) | | Total |
| Rentable Square Feet |
Baltimore/Washington Corridor | 389,851 |
| | — |
| | N/A |
| | 3,611,000 |
| | 4,000,851 |
|
Northern Virginia | 554,272 |
| | — |
| | N/A |
| | 1,884,000 |
| | 2,438,272 |
|
San Antonio | — |
| | — |
| | N/A |
| | 1,158,000 |
| | 1,158,000 |
|
Huntsville, Alabama | 424,974 |
| | — |
| | N/A |
| | 4,173,000 |
| | 4,597,974 |
|
St. Mary’s and King George Counties | — |
| | — |
| | N/A |
| | 109,000 |
| | 109,000 |
|
Greater Baltimore | — |
| | — |
| | N/A |
| | 2,692,000 |
| | 2,692,000 |
|
Suburban Maryland | — |
| | — |
| | N/A |
| | 1,510,000 |
| | 1,510,000 |
|
Colorado Springs | — |
| | — |
| | N/A |
| | 2,570,000 |
| | 2,570,000 |
|
Greater Philadelphia | — |
| | 296,763 |
| | N/A |
| | 604,000 |
| | 900,763 |
|
Other | — |
| | — |
| | N/A |
| | 967,000 |
| | 967,000 |
|
Total | 1,369,097 |
| | 296,763 |
| | N/A |
| | 19,278,000 |
| | 20,943,860 |
|
| Costs to date by region |
Baltimore/Washington Corridor | $ | 56,009 |
| | $ | — |
| | $ | — |
| | $ | 90,420 |
| | $ | 146,429 |
|
Northern Virginia | 69,942 |
| | — |
| | — |
| | 74,526 |
| | 144,468 |
|
San Antonio | — |
| | — |
| | — |
| | 23,522 |
| | 23,522 |
|
Huntsville, Alabama | 28,033 |
| | — |
| | — |
| | 13,700 |
| | 41,733 |
|
St. Mary’s and King George Counties | — |
| | — |
| | — |
| | 2,692 |
| | 2,692 |
|
Greater Baltimore | — |
| | — |
| | — |
| | 80,552 |
| | 80,552 |
|
Suburban Maryland | — |
| | — |
| | — |
| | 12,762 |
| | 12,762 |
|
Colorado Springs | — |
| | — |
| | — |
| | 24,905 |
| | 24,905 |
|
Greater Philadelphia | — |
| | 33,214 |
| | — |
| | 12,663 |
| | 45,877 |
|
Wholesale Data Center | — |
| | — |
| | 207,785 |
| | — |
| | 207,785 |
|
Other | — |
| | — |
| | — |
| | 6,350 |
| | 6,350 |
|
Total | $ | 153,984 |
| | $ | 33,214 |
| | $ | 207,785 |
| | $ | 342,092 |
| | $ | 737,075 |
|
| Costs to date by balance sheet line item |
Operating properties | $ | 26,698 |
| | $ | 11,553 |
| | $ | 103,368 |
| | $ | 23,634 |
| | $ | 165,253 |
|
Projects in development or held for future development, including associated land costs | 124,192 |
| | 19,056 |
| | 104,138 |
| | 317,992 |
| | 565,378 |
|
Assets held for sale | — |
| | — |
| | — |
| | 466 |
| | 466 |
|
Deferred leasing costs | 3,094 |
| | 2,605 |
| | 279 |
| | — |
| | 5,978 |
|
Total | $ | 153,984 |
| | $ | 33,214 |
| | $ | 207,785 |
| | $ | 342,092 |
| | $ | 737,075 |
|
(1) Represents construction projects as listed on page 24.
(2) Represents redevelopment projects as listed on page 25.
(3) Represents our wholesale data center as listed on page 26.
(4) Represents our land held for future development and pre-construction as listed on page 27.
Corporate Office Properties Trust
Summary of Construction Projects as of 12/31/12 (1)
(dollars in thousands)
|
| | | | | | | | | | | | | | | | | |
| | | Park/Submarket | Total Rentable Square Feet | Percentage Leased as of | as of 12/31/12 (2) | Actual or Anticipated Shell Completion Date | Anticipated Operational Date (3) |
| Anticipated Total Cost | Cost to Date | Cost to Date Placed in Service |
|
| Property and Location | 12/31/2012 |
| Government Demand Drivers | | | |
| | |
| |
| |
| | |
| 7205 Riverwood Road Columbia, Maryland | | Howard Co. Perimeter | 89,268 |
| 100% | $ | 22,790 |
| $ | 15,673 |
| $ | — |
| 1Q 12 | 1Q 13 |
| 7175 Riverwood Road Columbia, Maryland | | Howard Co. Perimeter | 25,939 |
| 100% | 9,049 |
| 5,927 |
| — |
| 1Q 13 | 3Q 13 |
| 312 Sentinel Way Annapolis Junction, Maryland | | National Business Park | 125,160 |
| 0% | 36,653 |
| 16,366 |
| 4,100 |
| 3Q 13 | 3Q 14 |
| Subtotal Government | | | 240,367 |
| 46% | $ | 68,492 |
| $ | 37,966 |
| $ | 4,100 |
| | |
| % of Total Demand Drivers | | | 18 | % | | |
| |
| |
| | |
| | | | | | | | | | |
| Defense IT Demand Drivers | | | |
| | |
| |
| |
| | |
| 420 National Business Parkway Jessup, Maryland | | National Business Park | 137,322 |
| 0% | 35,482 |
| 18,043 |
| — |
| 2Q 13 | 2Q 14 |
| 7770 Backlick Rd (Patriot Ridge) Springfield, Virginia | (4) | Springfield | 239,272 |
| 49% | 72,717 |
| 58,143 |
| 23,364 |
| 3Q 12 | 3Q 13 |
| 1000 Redstone Gateway Huntsville, Alabama | | Huntsville | 121,105 |
| 100% | 22,945 |
| 19,055 |
| — |
| 1Q 12 | 1Q 13 |
| 1100 Redstone Gateway Huntsville, Alabama | | Huntsville | 121,347 |
| 100% | 21,677 |
| 1,396 |
| — |
| 1Q 14 | 1Q 14 |
| 1200 Redstone Gateway Huntsville, Alabama | | Huntsville | 121,088 |
| 100% | 24,813 |
| 3,052 |
| — |
| 4Q 13 | 4Q 13 |
| 7200 Redstone Gateway Huntsville, Alabama | | Huntsville | 61,434 |
| 0% | 8,231 |
| 4,530 |
| — |
| 4Q 12 | 4Q 13 |
| Subtotal Defense IT Demand Drivers | | | 801,568 |
| 59% | $ | 185,865 |
| $ | 104,219 |
| $ | 23,364 |
| | |
| % of Total Demand Drivers | | | 59 | % | | |
| |
| |
| | |
| | | | | | | | | | |
| Market Demand Drivers | | | | | | | | | |
| Ashburn Crossing - DC-8 Ashburn, Virginia | | Ashburn | 200,000 |
| 100% | 22,526 |
| 7,490 |
| — |
| 4Q 13 | 4Q 13 |
| Ashburn Crossing - DC-9 Ashburn, Virginia | | Ashburn | 115,000 |
| 100% | 11,832 |
| 4,309 |
| — |
| 2Q 15 | 2Q 15 |
| Subtotal Market Demand | | | 315,000 |
| 100% | $ | 34,358 |
| $ | 11,799 |
| $ | — |
| | |
| % of Total Demand Drivers | | | 23 | % | | |
| |
| |
| | |
| Total Under Construction | | | 1,356,935 |
| 67% | $ | 288,715 |
| $ | 153,984 |
| $ | 27,464 |
| | |
| |
(1) | Includes properties under active construction and properties that we were contractually committed to construct. |
| |
(2) | Cost includes land, construction, leasing costs and allocated portion of structured parking and other shared infrastructure, if applicable. |
| |
(3) | Anticipated operational date is the estimated date when leases have commenced on 100% of a property’s space or one year from the cessation of major construction activities. |
| |
(4) | Although classified as “Under Construction,” 83,987 square feet are operational. |
Demand Driver Categories (as classified by COPT management):
| |
* | Defense IT: Development opportunity created through our current and future relationships with defense information technology contractors and, possibly, minor Government tenancy. |
| |
* | Government: Development opportunity created through our existing and future relationship with various agencies of the government of the United States of America. Excludes Government tenancy included in Defense Information Technology. |
| |
* | Market Demand: Development opportunity created through projected unfulfilled space requirements within a specific submarket; potential submarket demand exceeds existing supply. |
Corporate Office Properties Trust
Summary of Redevelopment Projects as of 12/31/12
(dollars in thousands)
|
| | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | Park/Submarket | Total Rentable Square Feet | Percentage Leased as of | as of 12/31/12 (1) | Actual or Anticipated Shell Completion Date | Anticipated Operational Date (2) |
| | Anticipated Total Cost | Cost to Date | Cost to Date Placed in Service |
| |
Property and Location | | 12/31/2012 |
Market Demand Drivers | | | |
| | |
| |
| |
| | |
751 Arbor Way (Hillcrest I) Blue Bell, Pennsylvania | (3) | Greater Philadelphia | 113,297 |
| 51% | $ | 21,416 |
| $ | 19,138 |
| $ | 12,206 |
| 1Q 12 | 1Q 13 |
721 Arbor Way (Hillcrest II) Blue Bell, Pennsylvania | | Greater Philadelphia | 183,466 |
| 59% | 31,095 |
| 14,076 |
| — |
| 2Q 13 | 2Q 14 |
Total Under Redevelopment | 296,763 |
| 56% | $ | 52,511 |
| $ | 33,214 |
| $ | 12,206 |
| | |
| |
(1) | Cost includes construction, leasing costs and allocated portion of shared infrastructure. |
| |
(2) | Anticipated operational date is the estimated date when leases have commenced on 100% of a property’s space or one year from the cessation of major construction activities. |
| |
(3) | Although classified as “Under Redevelopment,” 53,735 square feet are operational. |
Corporate Office Properties Trust
Wholesale Data Center as of 12/31/12
(dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Gross Building Area | | Raised Floor Square Footage (1) | | Initial Stabilization Critical Load (in MWs) (2) | | Critical Load Used | | Critical Load Leased | | Initial Stabilization Critical Load Leased % | | MW Operational | | Anticipated Total Cost (3) | | Cost to date |
| | | | | | |
Property and Location | | | | | | |
COPT DC-6 9651 Hornbaker Road Manassas, Virginia | 233,000 | | 100,000 | | 18 | | 3.25 |
| | 4 |
| | 22% | | 6 | | $ | 275,230 |
| | $ | 207,785 |
|
Lease Expiration Analysis
|
| | | | | | | | |
Year of Lease Expiration | Number of Leases Expiring | Raised Floor Square Footage | Critical Load Used (MW) | Total Annual Rental Revenue of Expiring Leases |
2019 | 1 | 7,172 |
| 1.00 |
| $ | 2,098 |
|
2020 | 1 | 19,023 |
| 2.00 |
| 4,232 |
|
2022 | 1 | 5,604 |
| 0.25 |
| 391 |
|
| | |
| 3.25 |
| $ | 6,721 |
|
| |
(1) | Raised floor square footage is that portion of the gross building area where tenants locate their computer servers. Raised floor area |
| |
| is considered to be the net rentable square footage. |
| |
(2) | Critical load is the power available for exclusive use of tenants in the property (expressed in terms of megawatts (“MWs”)). |
| |
(3) | Anticipated total cost includes land, construction and leasing costs. |
Corporate Office Properties Trust
Summary of Land and Pre-Construction as of 12/31/12 (1)
|
| | | | | | | | | |
Location | Acres | | Estimated Developable Square Feet | | Costs to Date as of 12/31/12 (3) |
Strategic Land | | | | | |
Baltimore/Washington Corridor | |
| | |
| | |
National Business Park | 186 |
| | 1,792,000 |
| | |
Columbia Gateway | 22 |
| | 520,000 |
| | |
Airport Square | 5 |
| | 84,000 |
| | |
Arundel Preserve | 84 |
| up to | 1,150,000 |
| | |
Subtotal | 297 |
| | 3,546,000 |
| | |
Northern Virginia | |
| | |
| | |
Westfields Corporate Center | 23 |
| | 400,000 |
| | |
Westfields Park Center | 33 |
| | 400,000 |
| | |
Woodland Park | 5 |
| | 225,000 |
| | |
Patriot Ridge | 11 |
| | 739,000 |
| | |
Ashburn Crossing | 10 |
| | 120,000 |
| | |
Subtotal | 82 |
| | 1,884,000 |
| | |
San Antonio, Texas | |
| | |
| | |
8100 Potranco Road | 9 |
| | 125,000 |
| | |
Northwest Crossroads | 31 |
| | 375,000 |
| | |
Sentry Gateway | 38 |
| | 658,000 |
| | |
Subtotal | 78 |
| | 1,158,000 |
| | |
Huntsville, Alabama | 443 |
| | 4,173,000 |
| | |
St. Mary’s & King George Counties | 44 |
| | 109,000 |
| | |
Greater Baltimore | 49 |
| | 1,340,000 |
| | |
Suburban Maryland | 49 |
| | 510,000 |
| | |
Total strategic land held and pre-construction | 1,042 |
| | 12,720,000 |
| | $ | 244,943 |
|
| | | | | |
Non-Strategic Land | | | | | |
Baltimore/Washington Corridor | 7 |
| | 65,000 |
| | |
Greater Baltimore | 138 |
| | 1,352,000 |
| | |
Suburban Maryland | 107 |
| | 1,000,000 |
| | |
Colorado Springs | 175 |
| | 2,570,000 |
| | |
Greater Philadelphia, Pennsylvania | 8 |
| | 604,000 |
| | |
Other (2) | 217 |
| | 967,000 |
| | |
Total non-strategic land held | 652 |
| | 6,558,000 |
| | 97,149 |
|
| | | | | |
Total land held and pre-construction | 1,694 |
| | 19,278,000 |
| | $ | 342,092 |
|
| | | | | |
| |
(1) | This land inventory schedule excludes all properties listed as construction or redevelopment as detailed on pages 24 and 25, and includes properties under ground lease to us. |
| |
(2) | This land is being put back to the jurisdictional county per a development agreement described under “Consolidated Joint Ventures.” |
| |
(3) | Represents total costs to date, as reported on page 23 (in thousands). |
Corporate Office Properties Trust
Quarterly Common Equity Analysis
(dollars and shares in thousands, except per share amounts)
|
| | | | | | | | | | | | | | |
SHAREHOLDER CLASSIFICATION | Common Shares | | Common Units | | As if Converted Preferred Shares/Units | | Total | | Diluted Ownership % of Total |
As of December 31, 2012: |
Insiders | 638 |
| | 3,413 |
| | — |
| | 4,051 |
| | 4.73 | % |
Non-insiders | 80,315 |
| | 655 |
| | 610 |
| | 81,580 |
| | 95.27 | % |
| 80,953 |
| | 4,068 |
| | 610 |
| | 85,631 |
| | 100.00 | % |
|
| | | | | | | | | | | | | | | | | | | |
COMMON EQUITY - End of��Quarter | 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 |
Unrestricted Common Shares | 80,518 |
| | 71,730 |
| | 71,652 |
| | 71,558 |
| | 71,363 |
|
Restricted Common Shares | 435 |
| | 428 |
| | 433 |
| | 480 |
| | 648 |
|
Common Shares | 80,953 |
| | 72,158 |
| | 72,085 |
| | 72,038 |
| | 72,011 |
|
Common Units | 4,068 |
| | 4,207 |
| | 4,247 |
| | 4,267 |
| | 4,302 |
|
Total | 85,021 |
| | 76,365 |
| | 76,332 |
| | 76,305 |
| | 76,313 |
|
End of Quarter Common Share Price | $ | 24.98 |
| | $ | 23.97 |
| | $ | 23.51 |
| | $ | 23.21 |
| | $ | 21.26 |
|
Market Value of Common Shares/Units | $ | 2,123,825 |
|
| $ | 1,830,469 |
| | $ | 1,794,565 |
| | $ | 1,771,045 |
| | $ | 1,622,417 |
|
Common Shares Trading Volume | |
| | |
| | |
| | |
| | |
|
Average Daily Volume (Shares) | 758 |
| | 528 |
| | 588 |
| | 809 |
| | 842 |
|
Average Daily Volume | $ | 18,916 |
| | $ | 12,246 |
| | $ | 13,303 |
| | $ | 19,218 |
| | $ | 18,604 |
|
As a Percentage of Weighted Average Common Shares | 1.0 | % | | 0.7 | % | | 0.8 | % | | 1.1 | % | | 1.2 | % |
Common Share Price Range | |
| | |
| | |
| | |
| | |
|
Quarterly High | $ | 26.12 |
| | $ | 25.61 |
| | $ | 24.05 |
| | $ | 25.48 |
| | $ | 25.96 |
|
Quarterly Low | $ | 23.22 |
| | $ | 21.36 |
| | $ | 21.13 |
| | $ | 20.58 |
| | $ | 19.35 |
|
Quarterly Average | $ | 24.94 |
| | $ | 23.18 |
| | $ | 22.64 |
| | $ | 23.76 |
| | $ | 22.11 |
|
Corporate Office Properties Trust
Quarterly Preferred Equity and Total Market Capitalization Analysis
(dollars and shares in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | | | | | |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 |
PREFERRED EQUITY | |
| | |
| | |
| | |
| | |
|
Convertible Preferred Equity - End of Quarter | |
| | |
| | |
| | |
| | |
|
Convertible Series I Preferred Units Outstanding | 352 |
| | 352 |
| | 352 |
| | 352 |
| | 352 |
|
Conversion Ratio | 0.5000 |
| | 0.5000 |
| | 0.5000 |
| | 0.5000 |
| | 0.5000 |
|
Common Shares Issued Assuming Conversion | 176 |
| | 176 |
| | 176 |
| | 176 |
| | 176 |
|
Convertible Series K Preferred Shares Outstanding | 532 |
| | 532 |
| | 532 |
| | 532 |
| | 532 |
|
Conversion Ratio | 0.8163 |
| | 0.8163 |
| | 0.8163 |
| | 0.8163 |
| | 0.8163 |
|
Common Shares Issued Assuming Conversion | 434 |
| | 434 |
| | 434 |
| | 434 |
| | 434 |
|
Nonconvertible Preferred Equity - liquidation preference | |
| | |
| | |
| | |
| | |
|
Redeemable Series G Shares - 8.0% | $ | — |
| | $ | — |
| | $ | 55,000 |
| | $ | 55,000 |
| | $ | 55,000 |
|
Redeemable Series H Shares - 7.5% | 50,000 |
| | 50,000 |
| | 50,000 |
| | 50,000 |
| | 50,000 |
|
Redeemable Series J Shares - 7.625% | 84,750 |
| | 84,750 |
| | 84,750 |
| | 84,750 |
| | 84,750 |
|
Redeemable Series L Shares Outstanding - 7.375% | 172,500 |
| | 172,500 |
| | 172,500 |
| | — |
| | — |
|
Total Nonconvertible Preferred Equity | 307,250 |
| | 307,250 |
| | 362,250 |
| | 189,750 |
| | 189,750 |
|
Convertible Preferred Equity - liquidation preference | |
| | |
| | |
| | |
| | |
|
Convertible Series I Units - 7.5% | 8,800 |
| | 8,800 |
| �� | 8,800 |
| | 8,800 |
| | 8,800 |
|
Convertible Preferred Equity - liquidation preference | |
| | |
| | |
| | |
| | |
|
Convertible Series K Shares - 5.6% | 26,583 |
| | 26,583 |
| | 26,583 |
| | 26,583 |
| | 26,583 |
|
Total Convertible Preferred Equity | 35,383 |
| | 35,383 |
| | 35,383 |
| | 35,383 |
| | 35,383 |
|
Total Liquidation Preference of Preferred Equity | $ | 342,633 |
| | $ | 342,633 |
| | $ | 397,633 |
| | $ | 225,133 |
| | $ | 225,133 |
|
CAPITALIZATION | |
| | |
| | |
| | |
| | |
|
Liquidation Value of Preferred Shares/Units | $ | 342,633 |
| | $ | 342,633 |
| | $ | 397,633 |
| | $ | 225,133 |
| | $ | 225,133 |
|
Market Value of Common Shares/Units | 2,123,825 |
| | 1,830,469 |
| | 1,794,565 |
| | 1,771,045 |
| | 1,622,417 |
|
Total Equity Market Capitalization | 2,466,458 |
| | 2,173,102 |
| | 2,192,198 |
| | 1,996,178 |
| | 1,847,550 |
|
Total Debt | 2,019,168 |
| | 2,169,315 |
| | 2,191,851 |
| | 2,418,078 |
| | 2,426,303 |
|
Total Market Capitalization | $ | 4,485,626 |
| | $ | 4,342,417 |
| | $ | 4,384,049 |
| | $ | 4,414,256 |
| | $ | 4,273,853 |
|
Corporate Office Properties Trust
Dividend Analysis |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Common Share Dividends | |
| | |
| | |
| | |
| | |
| | | | |
Dividends per share/unit | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.2750 |
| | $ | 0.4125 |
| | $ | 1.1000 |
| | $ | 1.6500 |
|
Dividend Yield at Quarter End | 4.40 | % |
| 4.59 | % |
| 4.68 | % | | 4.74 | % | | 7.76 | % | | 4.40 | % | | 7.76 | % |
Common Dividend Payout Ratios | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Diluted FFO Payout | 57.5 | % | | 53.1 | % | | 51.0 | % | | 47.3 | % | | (118.6 | )% | | 52.1 | % | | 233.5 | % |
Diluted FFO Payout, as adjusted for comparability | 55.0 | % | | 51.7 | % | | 50.8 | % | | 52.7 | % | | 73.3 | % | | 52.6 | % | | 78.4 | % |
Diluted AFFO Payout | 151.1 | % | | 61.1 | % | | 57.3 | % | | 52.4 | % | | 123.1 | % | | 68.3 | % | | 111.4 | % |
Diluted AFFO Payout, excluding recurring capital expenditures on properties in disposition plans | 147.4 | % | | 62.3 | % | | 53.8 | % | | 50.5 | % | | 91.5 | % | | 66.3 | % | | 92.5 | % |
Dividend Coverage - Diluted FFO | 1.74 | x | | 1.88 | x | | 1.96 | x | | 2.11 | x | | (0.84 | )x | | 1.92 | x | | 0.43 | x |
Dividend Coverage - Diluted FFO, as adjusted for comparability | 1.82 | x | | 1.94 | x | | 1.97 | x | | 1.90 | x | | 1.36 | x | | 1.90 | x | | 1.28 | x |
Dividend Coverage - Diluted AFFO | 0.66 | x | | 1.64 | x | | 1.74 | x | | 1.91 | x | | 0.81 | x | | 1.46 | x | | 0.90 | x |
Series I Preferred Unit Distributions | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Preferred Unit Distributions Per Unit | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | |
| | |
|
Preferred Unit Distributions Yield | 7.500 | % | | 7.500 | % | | 7.500 | % | | 7.500 | % | | 7.500 | % | | |
| | |
|
Quarter End Recorded Book Value | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | |
| | |
|
Series G Preferred Share Dividends (1) | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Preferred Share Dividends Per Share | N/A | | $ | 0.20000 |
| | $ | 0.50000 |
| | $ | 0.50000 |
| | $ | 0.50000 |
| | |
| | |
|
Preferred Share Dividend Yield | N/A | | 8.000 | % | | 8.000 | % | | 8.000 | % | | 8.000 | % | | |
| | |
|
Quarter End Recorded Book Value | N/A | | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | |
| | |
|
Series H Preferred Share Dividends | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Preferred Share Dividends Per Share | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | $ | 0.46875 |
| | |
| | |
|
Preferred Share Dividend Yield | 7.500 | % | | 7.500 | % | | 7.500 | % | | 7.500 | % | | 7.500 | % | | |
| | |
|
Quarter End Recorded Book Value | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | |
| | |
|
Series J Preferred Share Dividends | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Preferred Share Dividends Per Share | $ | 0.47656 |
| | $ | 0.47656 |
| | $ | 0.47656 |
| | $ | 0.47656 |
| | $ | 0.47656 |
| | |
| | |
|
Preferred Share Dividend Yield | 7.625 | % | | 7.625 | % | | 7.625 | % | | 7.625 | % | | 7.625 | % | | |
| | |
|
Quarter End Recorded Book Value | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | |
| | |
|
Series K Preferred Share Dividends | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Preferred Share Dividends Per Share | $ | 0.70000 |
| | $ | 0.70000 |
| | $ | 0.70000 |
| | $ | 0.70000 |
| | $ | 0.70000 |
| | |
| | |
|
Preferred Share Dividend Yield | 5.600 | % | | 5.600 | % | | 5.600 | % | | 5.600 | % | | 5.600 | % | | |
| | |
|
Quarter End Recorded Book Value | $ | 50.00 |
| | $ | 50.00 |
| | $ | 50.00 |
| | $ | 50.00 |
| | $ | 50.00 |
| | |
| | |
|
Series L Preferred Share Dividends (2) | | | | | | | | | | | | | |
Preferred Share Dividends Per Share | $ | 0.4609 |
| | $ | 0.4609 |
| | $ | 0.0205 |
| | N/A | | N/A | | | | |
Preferred Share Dividend Yield | 7.375 | % | | 7.375 | % | | 7.375 | % | | N/A | | N/A | | | | |
Quarter End Recorded Book Value | $ | 25.00 |
| | $ | 25.00 |
| | $ | 25.00 |
| | N/A | | N/A | | | | |
(1) These shares were redeemed on August 6, 2012. The dividends reported represents the quarterly dividends prorated for the number of days the shares were outstanding.
| |
(2) | These shares were issued on June 27, 2012. The dividends reported represents the quarterly dividends prorated for the number of days the shares were outstanding. |
Corporate Office Properties Trust
Debt Analysis
(dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 12/31/2012 | | | | | | | | | | |
| Stated Rate | | GAAP Effective Rate | | | | | | | | | | |
| | | 12/31/2012 | | 9/30/2012 | | 6/30/2012 | | 3/31/2012 | | 12/31/2011 |
Debt Outstanding | | | | | |
| | |
| | |
| | |
| | |
|
Fixed rate | | | | | |
| | |
| | |
| | |
| | |
|
Secured debt | 6.01% | | 5.93% | | $ | 948,414 |
| | $ | 978,461 |
| | $ | 1,009,164 |
| | $ | 1,049,204 |
| | $ | 1,052,421 |
|
Exchangeable Senior Notes | 4.25% | | 6.05% | | 230,934 |
| | 230,000 |
| | 229,081 |
| | 228,175 |
| | 227,283 |
|
Other Unsecured Debt | 0.00% | | 6.50% | | 1,788 |
| | 1,809 |
| | 5,106 |
| | 5,078 |
| | 5,050 |
|
Total fixed rate debt | 5.64% | | 5.96% | | 1,181,136 |
| | 1,210,270 |
| | 1,243,351 |
| | 1,282,457 |
| | 1,284,754 |
|
Variable rate | | | | | |
| | |
| | |
| | |
| | |
|
Secured debt | 2.46% | | 2.46% | | $ | 38,475 |
| | $ | 38,671 |
| | $ | 38,844 |
| | $ | 39,027 |
| | $ | 39,213 |
|
Unsecured Revolving Credit Facility (1) | 0.00% | | 0.00% | | — |
| | 80,000 |
| | 195,000 |
| | 396,000 |
| | 662,000 |
|
Construction Loans | 2.66% | | 2.66% | | 29,557 |
| | 70,374 |
| | 64,656 |
| | 50,594 |
| | 40,336 |
|
Other Unsecured Debt | 2.17% | | 2.17% | | 770,000 |
| | 770,000 |
| | 650,000 |
| | 650,000 |
| | 400,000 |
|
Total variable rate debt | 2.20% | | 2.20% | | $ | 838,032 |
| | $ | 959,045 |
| | $ | 948,500 |
| | $ | 1,135,621 |
| | $ | 1,141,549 |
|
Total debt outstanding | | | | | $ | 2,019,168 |
| | $ | 2,169,315 |
| | $ | 2,191,851 |
| | $ | 2,418,078 |
| | $ | 2,426,303 |
|
Variable Rate Loans Subject to Interest Rate Swaps (2) | | | | | $ | 438,475 |
| | $ | 438,671 |
| | $ | 438,844 |
| | $ | 659,027 |
| | $ | 659,213 |
|
% of Fixed Rate Loans (2) | | | | | 80 | % | | 76 | % | | 77 | % | | 80 | % | | 80 | % |
% of Variable Rate Loans (2) | | | | | 20 | % | | 24 | % | | 23 | % | | 20 | % | | 20 | % |
| | | | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
Recourse debt | | | | | $ | 1,063,613 |
| | $ | 1,163,079 |
| | $ | 1,157,860 |
| | $ | 1,350,311 |
| | $ | 1,359,343 |
|
Nonrecourse debt | | | | | 955,555 |
| | 1,006,236 |
| | 1,033,991 |
| | 1,067,767 |
| | 1,066,960 |
|
Total debt outstanding | | | | | $ | 2,019,168 |
| | $ | 2,169,315 |
| | $ | 2,191,851 |
| | $ | 2,418,078 |
| | $ | 2,426,303 |
|
(1) As of December 31, 2012, our borrowing capacity under the facility was $800.0 million, of which $792.3 million was available.
(2) Includes the effect of interest rate swaps in effect during certain of the periods set forth above that hedge the risk of changes in interest rates on certain of our one-month LIBOR-based variable rate debt.
Corporate Office Properties Trust
Debt Analysis (continued)
|
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Average Stated Interest Rates | |
| | |
| | |
| | |
| | |
| | | | |
Fixed rate | |
| | |
| | |
| | |
| | |
| | | | |
Secured debt | 6.1 | % | | 6.1 | % | | 6.0 | % | | 6.1 | % | | 6.0 | % | | 6.1 | % | | 6.0 | % |
Exchangeable Senior Notes | 4.3 | % | | 4.3 | % | | 4.3 | % | | 4.3 | % | | 4.3 | % | | 4.3 | % | | 4.0 | % |
Other Unsecured Debt | 0.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % | | 0.0 | % |
Total fixed rate debt | 5.7 | % | | 5.7 | % | | 5.7 | % | | 5.7 | % | | 5.7 | % | | 5.7 | % | | 5.5 | % |
Variable rate | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Secured debt | 2.5 | % | | 2.6 | % | | 2.5 | % | | 2.6 | % | | 2.5 | % | | 2.5 | % | | 4.1 | % |
Unsecured Revolving Credit Facility | 2.3 | % | | 2.3 | % | | 2.3 | % | | 2.3 | % | | 2.3 | % | | 2.3 | % | | 1.6 | % |
Construction Loans | 2.8 | % | | 2.8 | % | | 2.7 | % | | 2.8 | % | | 3.0 | % | | 2.8 | % | | 2.1 | % |
Other Unsecured Debt | 2.2 | % | | 2.2 | % | | 2.2 | % | | 2.2 | % | | 2.2 | % | | 2.2 | % | | 2.1 | % |
Interest rate swaps (1) | 0.6 | % | | 0.6 | % | | 0.7 | % | | 0.9 | % | | 1.1 | % | | 0.7 | % | | 1.1 | % |
Total variable rate debt (1)(2) | 2.9 | % | | 2.8 | % | | 2.8 | % | | 2.9 | % | | 2.7 | % | | 2.8 | % | | 2.9 | % |
Total debt outstanding (2) | 4.5 | % | | 4.4 | % | | 4.3 | % | | 4.3 | % | | 4.3 | % | | 4.4 | % | | 4.5 | % |
Debt ratios (coverage ratios excluding capitalized interest) — All coverage computations include the effect of discontinued operations |
NOI interest coverage ratio | 3.7x |
| | 3.7x |
| | 3.5x |
| | 3.4x |
| | 3.5x |
| | 3.6x |
| | 3.3x |
|
Adjusted EBITDA interest coverage ratio | 3.4x |
| | 3.4x |
| | 3.2x |
| | 3.0x |
| | 3.2x |
| | 3.2x |
| | 3.0x |
|
NOI debt service coverage ratio | 3.3x |
| | 3.2x |
| | 3.1x |
| | 3.0x |
| | 3.0x |
| | 3.1x |
| | 2.9x |
|
Adjusted EBITDA debt service coverage ratio | 3.0x |
| | 3.0x |
| | 2.8x |
| | 2.6x |
| | 2.8x |
| | 2.9x |
| | 2.6x |
|
NOI fixed charge coverage ratio | 2.8x |
| | 2.8x |
| | 3.0x |
| | 2.9x |
| | 2.9x |
| | 2.9x |
| | 2.8x |
|
Adjusted EBITDA fixed charge coverage ratio | 2.6x |
| | 2.6x |
| | 2.7x |
| | 2.5x |
| | 2.7x |
| | 2.6x |
| | 2.6x |
|
Debt to Adjusted EBITDA ratio | 7.2x |
| | 7.5x |
| | 7.6x |
| | 8.7x |
| | 8.5x |
| | 7.1x |
| | 8.6x |
|
Adjusted debt to Adjusted EBITDA ratio | 6.0x |
| | 6.2x |
| | 6.3x |
| | 7.2x |
| | 7.0x |
| | 6.0x |
| | 7.1x |
|
(1) Includes the effect of interest rate swaps in effect during certain of the periods set forth above that hedge the risk of changes in interest rates on certain of our one-month LIBOR-based variable rate debt.
(2) Includes fees incurred on unused borrowing capacity of Unsecured Revolving Credit Facility.
Corporate Office Properties Trust
Debt Maturity Schedule
(dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed Rate Debt | | Variable Rate Debt | | |
| Annual Amortization of Monthly Payments | | Balloon Payments Due on Maturity | | Stated Interest Rate of Amounts Maturing | | Annual Amortization of Monthly Payments | | Balloon Payments Due on Maturity | | Stated Interest Rate of Amounts Maturing | | Revolving Credit Facility | | Total Scheduled Payments |
January - March | $ | 2,466 |
| | $ | — |
| | N/A | | $ | 205 |
| | $ | — |
| | N/A | | $ | — |
| | $ | 2,671 |
|
May - June | 2,338 |
| | 33,510 |
| | 5.93% | | 183 |
| | 17,548 |
| (1) | 2.97% | | — |
| | 53,579 |
|
July - September | 2,301 |
| | 5,679 |
| | 6.44% | | 193 |
| | 931 |
| | 2.75% | | — |
| | 9,104 |
|
October - December | 1,951 |
| | 53,621 |
| | 5.20% | | 203 |
| | — |
| | N/A | | — |
| | 55,775 |
|
Total 2013 | $ | 9,056 |
| | $ | 92,810 |
| | 5.54% | | $ | 784 |
| | $ | 18,479 |
| | 2.96% | | $ | — |
| | $ | 121,129 |
|
2014 | $ | 5,845 |
| | $ | 151,681 |
| (2) | | | $ | 815 |
| | $ | — |
| | | | $ | — |
| (3 | ) | $ | 158,341 |
|
2015 | 4,848 |
| | 343,000 |
| (4) | | | 700 |
| | 447,254 |
| (5) | | | — |
| | 795,802 |
|
2016 | 4,037 |
| | 274,605 |
| | | | — |
| | — |
| | | | — |
| | 278,642 |
|
2017 | 778 |
| | 300,610 |
| | | | — |
| | 250,000 |
| | | | — |
| | 551,388 |
|
Thereafter | 2,479 |
| | 11 |
| | | | — |
| | 120,000 |
| | | | — |
| | 122,490 |
|
| $ | 27,043 |
| | $ | 1,162,717 |
| | | | $ | 2,299 |
| | $ | 835,733 |
| | | | $ | — |
| | $ | 2,027,792 |
|
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Net discount | | (8,624 | ) |
| | | | | | | | | | | | | Total Debt | | $ | 2,019,168 |
|
Interest Rate Hedges at 12/31/12
|
| | | | | | | | | | | | |
Notional Amount | | Fixed Rate | | Floating Rate Index | | Effective Date | | Expiration Date |
$ | 38,475 |
| (6 | ) | 3.8300 | % | | One-Month LIBOR + 2.25% | | 11/2/2010 | | 11/2/2015 |
100,000 |
| | 0.6100 | % | | One-Month LIBOR | | 1/3/2012 | | 9/1/2014 |
100,000 |
| | 0.6123 | % | | One-Month LIBOR | | 1/3/2012 | | 9/1/2014 |
100,000 |
| | 0.8320 | % | | One-Month LIBOR | | 1/3/2012 | | 9/1/2015 |
100,000 |
| | 0.8320 | % | | One-Month LIBOR | | 1/3/2012 | | 9/1/2015 |
100,000 |
| | 0.8055 | % | | One-Month LIBOR | | 9/2/2014 | | 9/1/2016 |
100,000 |
| | 0.8100 | % | | One-Month LIBOR | | 9/2/2014 | | 9/1/2016 |
100,000 |
| | 1.6730 | % | | One-Month LIBOR | | 9/1/2015 | | 8/1/2019 |
100,000 |
| | 1.7300 | % | | One-Month LIBOR | | 9/1/2015 | | 8/1/2019 |
Notes:
| |
(1) | May be extended by one year at our option, subject to certain conditions. |
| |
(2) | We have $71.2 million of fixed debt maturing in 2034 that, if not prepaid in 2014, becomes much more expensive and restrictive. Therefore, the above table reflects the $69.2 million in maturities on this debt in 2014. |
| |
(3) | Our Revolving Credit Facility matures in September 2014 and may be extended by one year at our option, subject to certain conditions. |
| |
(4) | 4.25% Exchangeable Senior Notes totaling $240.0 million mature in April 2030 but are subject to a put by the holders in April 2015 and every five years thereafter. |
| |
(5) | Includes $400.0 million pertaining to a term credit agreement that matures in September 2015 and may be extended by one year at our option, subject to certain conditions. |
| |
(6) | The notional amount is scheduled to amortize to $36.2 million. |
Corporate Office Properties Trust
Consolidated Joint Ventures as of 12/31/12
(dollars and square feet in thousands)
|
| | | | | | | | | | | | |
Operating Properties | Operational Square Feet | Occupancy | | Total Assets (1) | Property Level Debt | % COPT Owned |
Baltimore/Washington Corridor: | |
| | | |
| |
| |
Arundel Preserve #5 (1 property) | 147 |
| 100.0% | | $ | 37,364 |
| $ | 17,548 |
| 50% |
Suburban Maryland: | |
| | | |
| |
| |
MOR Forbes 2 LLC | 56 |
| 90.9% | | 3,879 |
| — |
| 50% |
M Square Associates, LLC (2 properties) | 242 |
| 94.9% | | 56,307 |
| 38,475 |
| 50% |
Total/Average | 445 |
| 96.1% | | $ | 97,550 |
| $ | 56,023 |
| |
NOI of Operating Properties for Three Months Ended 12/31/12 (2) | $ | 2,335 |
| | | |
| |
| |
NOI of Operating Properties for Year Ended 12/31/12 (2) | $ | 7,183 |
| | | | | |
|
| | | | | | | | | | |
Non-operational Properties | Estimated Developable Square Feet | | Total Assets (1) | Property Level Debt | % COPT Owned |
Baltimore/Washington Corridor: | |
| | |
| |
| |
Arundel Preserve | 1,382 |
| | $ | 6,728 |
| $ | — |
| 50% |
Suburban Maryland: | |
| | |
| |
| |
Indian Head Technology Center | |
| | |
| |
| |
Business Park (3) | 967 |
| | 6,436 |
| — |
| 75% |
M Square Research Park | 510 |
| | 4,491 |
| — |
| 50% |
Huntsville, Alabama: | |
| | |
| |
| |
Redstone Gateway | 4,422 |
| | 76,295 |
| 11,078 |
| 85% |
Total | 7,281 |
| | $ | 93,950 |
| $ | 11,078 |
| |
(1) Total assets includes the total assets recorded on the books of the consolidated joint venture plus any outside investment basis related to the applicable joint venture and related joint ventures (formed and to be formed).
| |
(2) | Represents gross NOI of the joint venture operating properties before allocation to joint venture partners. |
| |
(3) | During 2012, the joint venture exercised its option under its development agreement with the project's jurisdictional county to require the county to repurchase the joint venture’s land at its original acquisition cost. Under the terms of the agreement with the county, the repurchase must occur by August 2014. |
Corporate Office Properties Trust Supplementary Reconciliations of Non-GAAP Measures (in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Net income (loss) | $ | 19,010 |
| | $ | (20,765 | ) | | $ | 11,861 |
| | $ | 10,235 |
| | $ | (91,102 | ) | | $ | 20,341 |
| | $ | (127,576 | ) |
Interest expense on continuing and discontinued operations | 22,782 |
| | 23,366 |
| | 24,975 |
| | 25,675 |
| | 24,914 |
| | 96,798 |
| | 104,301 |
|
Income tax expense (benefit) | 54 |
| | 106 |
| | 17 |
| | 204 |
| | (38 | ) | | 381 |
| | (6,710 | ) |
Depreciation of furniture, fixtures and equipment (FF&E) | 610 |
| | 624 |
| | 629 |
| | 618 |
| | 601 |
| | 2,481 |
| | 2,463 |
|
Real estate-related depreciation and amortization | 28,560 |
| | 30,624 |
| | 31,666 |
| | 31,087 |
| | 33,030 |
| | 121,937 |
| | 134,131 |
|
Impairment losses | 2,140 |
| | 55,829 |
| | 2,354 |
| | 6,587 |
| | 78,674 |
| | 66,910 |
| | 151,021 |
|
Loss (gain) on early extinguishment of debt on continuing and discontinued operations | 6 |
| | (970 | ) | | 171 |
| | — |
| | 3 |
| | (793 | ) | | 2,023 |
|
Gain on sales of operating properties | 8 |
| | (16,913 | ) | | 115 |
| | (4,138 | ) | | (3,362 | ) | | (20,928 | ) | | (4,811 | ) |
Non-operational property sales | — |
| | — |
| | (33 | ) | | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Net gain on investments in unconsolidated entities included in interest and other income | (2,992 | ) | | (81 | ) | | (66 | ) | | (450 | ) | | (771 | ) | | (3,589 | ) | | (1,820 | ) |
Operating property acquisition costs | — |
| | 222 |
| | 7 |
| | | | 4 |
| | 229 |
| | 156 |
|
Loss on interest rate derivatives | — |
| | — |
| | — |
| | — |
| | 29,805 |
| | — |
| | 29,805 |
|
Adjusted EBITDA | $ | 70,178 |
| | $ | 72,042 |
| | $ | 71,696 |
| | $ | 69,818 |
| | $ | 71,758 |
| | $ | 283,734 |
| | $ | 280,266 |
|
Add back: | |
| | |
| | |
| | |
| | |
| | |
| | |
|
General, administrative and leasing expenses on continuing and discontinued operations | 7,103 |
| | 6,378 |
| | 8,853 |
| | 9,569 |
| | 7,314 |
| | 31,903 |
| | 30,326 |
|
Business development expenses and land carry costs on continuing and discontinued operations, excluding operating property acquisition costs | 1,205 |
| | 1,410 |
| | 1,297 |
| | 1,594 |
| | 1,815 |
| | 5,506 |
| | 6,041 |
|
Depreciation of FF&E | (610 | ) | | (624 | ) | | (629 | ) | | (618 | ) | | (601 | ) | | (2,481 | ) | | (2,463 | ) |
Income from construction contracts and other service operations | (750 | ) | | (873 | ) | | (710 | ) | | (927 | ) | | (550 | ) | | (3,260 | ) | | (2,706 | ) |
Interest and other (income) loss, excluding net gain on investments in unconsolidated entities | (1,028 | ) | | (1,014 | ) | | (774 | ) | | (767 | ) | | (1,150 | ) | | (3,583 | ) | | (3,783 | ) |
Equity in loss of unconsolidated entities | 24 |
| | 246 |
| | 187 |
| | 89 |
| | 108 |
| | 546 |
| | 331 |
|
NOI from real estate operations | $ | 76,122 |
| | $ | 77,565 |
| | $ | 79,920 |
| | $ | 78,758 |
| | $ | 78,694 |
| | $ | 312,365 |
| | $ | 308,012 |
|
| | | | | | | | | | | | | |
Corporate Office Properties Trust Supplementary Reconciliations of Non-GAAP Measures (continued) (dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Discontinued Operations | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Revenues from real estate operations | $ | 5,083 |
| | $ | 6,403 |
| | $ | 12,800 |
| | $ | 14,643 |
| | $ | 15,973 |
| | $ | 38,929 |
| | $ | 67,336 |
|
Property operating expenses | (1,555 | ) | | (2,182 | ) | | (4,544 | ) | | (5,293 | ) | | (6,237 | ) | | (13,574 | ) | | (25,423 | ) |
Depreciation and amortization | — |
| | (1,926 | ) | | (3,278 | ) | | (3,253 | ) | | (4,124 | ) | | (8,457 | ) | | (21,020 | ) |
General, administrative and leasing expenses | — |
| | (1 | ) | | (2 | ) | | — |
| | — |
| | (3 | ) | | (12 | ) |
Business development expenses and land carry costs | — |
| | — |
| | (6 | ) | | (18 | ) | | (19 | ) | | (24 | ) | | (75 | ) |
Interest | (67 | ) | | (127 | ) | | (736 | ) | | (1,244 | ) | | (1,553 | ) | | (2,174 | ) | | (6,079 | ) |
Gain (loss) on early extinguishment of debt | — |
| | 1,738 |
| | (2 | ) | | — |
| | — |
| | 1,736 |
| | (384 | ) |
Impairment losses | (186 | ) | | (9,733 | ) | | (2,354 | ) | | (11,423 | ) | | (38,179 | ) | | (23,696 | ) | | (67,543 | ) |
Gain on sales of depreciated real estate properties | (8 | ) | | 16,913 |
| | (103 | ) | | 4,138 |
| | 3,358 |
| | 20,940 |
| | 4,796 |
|
Discontinued operations | $ | 3,267 |
| | $ | 11,085 |
| | $ | 1,775 |
| | $ | (2,450 | ) | | $ | (30,781 | ) | | $ | 13,677 |
| | $ | (48,404 | ) |
GAAP revenues from real estate operations from continuing operations | $ | 117,481 |
| | $ | 114,861 |
| | $ | 111,168 |
| | $ | 110,661 |
| | $ | 111,483 |
| | $ | 454,171 |
| | $ | 428,496 |
|
Revenues from discontinued operations | 5,083 |
| | 6,403 |
| | 12,800 |
| | 14,643 |
| | 15,973 |
| | 38,929 |
| | 67,336 |
|
Real estate revenues | $ | 122,564 |
| | $ | 121,264 |
| | $ | 123,968 |
| | $ | 125,304 |
| | $ | 127,456 |
| | $ | 493,100 |
| | $ | 495,832 |
|
GAAP property operating expenses from continuing operations | $ | 44,887 |
| | $ | 41,517 |
| | $ | 39,504 |
| | $ | 41,253 |
| | $ | 42,525 |
| | $ | 167,161 |
| | $ | 162,397 |
|
Property operating expenses from discontinued operations | 1,555 |
| | 2,182 |
| | 4,544 |
| | 5,293 |
| | 6,237 |
| | 13,574 |
| | 25,423 |
|
Real estate property operating expenses | $ | 46,442 |
| | $ | 43,699 |
| | $ | 44,048 |
| | $ | 46,546 |
| | $ | 48,762 |
| | $ | 180,735 |
| | $ | 187,820 |
|
Gain on sales of real estate, net, per statements of operations | $ | — |
| | $ | — |
| | $ | 21 |
| | $ | — |
| | $ | 4 |
| | $ | 21 |
| | $ | 2,732 |
|
Gain on sales of real estate from discontinued operations | (8 | ) | | 16,913 |
| | (103 | ) | | 4,138 |
| | 3,358 |
| | 20,940 |
| | 4,796 |
|
Gain on sales of real estate from continuing and discontinued operations | (8 | ) | | 16,913 |
| | (82 | ) | | 4,138 |
| | 3,362 |
| | 20,961 |
| | 7,528 |
|
Less: Gain on sales of non-operating properties | — |
| | — |
| | (33 | ) | | — |
| | — |
| | (33 | ) | | (2,717 | ) |
Gain on sales of operating properties | $ | (8 | ) | | $ | 16,913 |
| | $ | (115 | ) | | $ | 4,138 |
| | $ | 3,362 |
| | $ | 20,928 |
| | $ | 4,811 |
|
Impairment losses, per statements of operations | $ | 1,954 |
| | $ | 46,096 |
| | $ | — |
| | $ | (4,836 | ) | | $ | 40,495 |
| | $ | 43,214 |
| | $ | 83,478 |
|
Impairment losses on discontinued operations | 186 |
| | 9,733 |
| | 2,354 |
| | 11,423 |
| | 38,179 |
| | 23,696 |
| | 67,543 |
|
Total impairment losses | 2,140 |
| | 55,829 |
| | 2,354 |
| | 6,587 |
| | 78,674 |
| | 66,910 |
| | 151,021 |
|
Less: Impairment losses on previously depreciated operating properties | (247 | ) | | (55,829 | ) | | (2,354 | ) | | (11,833 | ) | | (39,481 | ) | | (70,263 | ) | | (70,512 | ) |
Impairment losses (recoveries) on non-operating properties | 1,893 |
| | — |
| | — |
| | (5,246 | ) | | 39,193 |
| | (3,353 | ) | | 80,509 |
|
Less: Income tax expense (benefit) from impairments on non-operating properties | — |
| | — |
| | — |
| | 673 |
| | 452 |
| | 673 |
| | (4,775 | ) |
Impairment losses (recoveries) on non-operating properties, net of tax | $ | 1,893 |
| | $ | — |
| | $ | — |
| | $ | (4,573 | ) | | $ | 39,645 |
| | $ | (2,680 | ) | | $ | 75,734 |
|
Corporate Office Properties Trust Supplementary Reconciliations of Non-GAAP Measures (continued) (dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Year Ended |
| 12/31/12 | | 9/30/12 | | 6/30/12 | | 3/31/12 | | 12/31/11 | | 12/31/12 | | 12/31/11 |
Depreciation and amortization associated with real estate operations from continuing operations | $ | 28,560 |
| | $ | 28,698 |
| | $ | 28,388 |
| | $ | 27,834 |
| | $ | 28,906 |
| | $ | 113,480 |
| | $ | 113,111 |
|
Depreciation and amortization from discontinued operations | — |
| | 1,926 |
| | 3,278 |
| | 3,253 |
| | 4,124 |
| | 8,457 |
| | 21,020 |
|
Real estate-related depreciation and amortization | $ | 28,560 |
| | $ | 30,624 |
| | $ | 31,666 |
| | $ | 31,087 |
| | $ | 33,030 |
| | $ | 121,937 |
| | $ | 134,131 |
|
Interest expense from continuing operations | $ | 22,715 |
| | $ | 23,239 |
| | $ | 24,239 |
| | $ | 24,431 |
| | $ | 23,361 |
| | $ | 94,624 |
| | $ | 98,222 |
|
Interest expense from discontinued operations | 67 |
| | 127 |
| | 736 |
| | 1,244 |
| | 1,553 |
| | 2,174 |
| | 6,079 |
|
Total interest expense | 22,782 |
| | 23,366 |
| | 24,975 |
| | 25,675 |
| | 24,914 |
| | 96,798 |
| | 104,301 |
|
Less: Amortization of deferred financing costs | (1,547 | ) | | (1,527 | ) | | (1,597 | ) | | (1,572 | ) | | (1,506 | ) | | (6,243 | ) | | (6,596 | ) |
Less: Amortization of net debt discounts and premiums, net of amounts capitalized | (693 | ) | | (683 | ) | | (682 | ) | | (663 | ) | | (634 | ) | | (2,721 | ) | | (4,680 | ) |
Denominator for interest coverage | 20,542 |
| | 21,156 |
| | 22,696 |
| | 23,440 |
| | 22,774 |
| | 87,834 |
| | 93,025 |
|
Scheduled principal amortization | 2,590 |
| | 2,791 |
| | 3,096 |
| | 3,207 |
| | 3,108 |
| | 11,684 |
| | 13,755 |
|
Denominator for debt service coverage | 23,132 |
| | 23,947 |
| | 25,792 |
| | 26,647 |
| | 25,882 |
| | 99,518 |
| | 106,780 |
|
Scheduled principal amortization | (2,590 | ) | | (2,791 | ) | | (3,096 | ) | | (3,207 | ) | | (3,108 | ) | | (11,684 | ) | | (13,755 | ) |
Preferred share dividends - redeemable non-convertible | 6,106 |
| | 6,546 |
| | 4,167 |
| | 4,025 |
| | 4,026 |
| | 20,844 |
| | 16,102 |
|
Preferred unit distributions | 165 |
| | 165 |
| | 165 |
| | 165 |
| | 165 |
| | 660 |
| | 660 |
|
Denominator for fixed charge coverage | $ | 26,813 |
| | $ | 27,867 |
| | $ | 27,028 |
| | $ | 27,630 |
| | $ | 26,965 |
| | $ | 109,338 |
| | $ | 109,787 |
|
Preferred share dividends | $ | 6,106 |
| | $ | 6,546 |
| | $ | 4,167 |
| | $ | 4,025 |
| | $ | 4,026 |
| | $ | 20,844 |
| | $ | 16,102 |
|
Preferred unit distributions | 165 |
| | 165 |
| | 165 |
| | 165 |
| | 165 |
| | 660 |
| | 660 |
|
Common share dividends | 22,255 |
| | 19,837 |
| | 19,809 |
| | 19,819 |
| | 29,693 |
| | 81,720 |
| | 116,717 |
|
Common unit distributions | 1,119 |
| | 1,157 |
| | 1,168 |
| | 1,173 |
| | 1,775 |
| | 4,617 |
| | 7,173 |
|
Total dividends/distributions | $ | 29,645 |
| | $ | 27,705 |
| | $ | 25,309 |
| | $ | 25,182 |
| | $ | 35,659 |
| | $ | 107,841 |
| | $ | 140,652 |
|
Common share dividends | $ | 22,255 |
| | $ | 19,837 |
| | $ | 19,809 |
| | $ | 19,819 |
| | $ | 29,693 |
| | $ | 81,720 |
| | $ | 116,717 |
|
Common unit distributions | 1,119 |
| | 1,157 |
| | 1,168 |
| | 1,173 |
| | 1,775 |
| | 4,617 |
| | 7,173 |
|
Dividends and distributions for payout ratios | $ | 23,374 |
| | $ | 20,994 |
| | $ | 20,977 |
| | $ | 20,992 |
| | $ | 31,468 |
| | $ | 86,337 |
| | $ | 123,890 |
|
Total Assets | $ | 3,653,759 |
| | $ | 3,597,656 |
| | $ | 3,715,075 |
| | $ | 3,797,368 |
| | $ | 3,863,555 |
| | $ | 3,653,759 |
| | $ | 3,863,555 |
|
Accumulated depreciation | 555,975 |
| | 565,724 |
| | 562,345 |
| | 570,242 |
| | 559,679 |
| | 555,975 |
| | 559,679 |
|
Accumulated depreciation included in assets held for sale | 12,201 |
| | 12,669 |
| | 34,234 |
| | 5,840 |
| | 17,922 |
| | 12,201 |
| | 17,922 |
|
Denominator for debt to adjusted book | $ | 4,221,935 |
| | $ | 4,176,049 |
| | $ | 4,311,654 |
| | $ | 4,373,450 |
| | $ | 4,441,156 |
| | $ | 4,221,935 |
| | $ | 4,441,156 |
|
Debt, net | $ | 2,019,168 |
| | $ | 2,169,315 |
| | $ | 2,191,851 |
| | $ | 2,418,078 |
| | $ | 2,426,303 |
| | $ | 2,019,168 |
| | $ | 2,426,303 |
|
Less: Construction in progress on assets held for sale | — |
| | — |
| | (1,220 | ) | | (75 | ) | | (12,277 | ) | | — |
| | (12,277 | ) |
Less: Construction in progress | (329,054 | ) | | (394,361 | ) | | (380,879 | ) | | (408,883 | ) | | (409,086 | ) | | (329,054 | ) | | (409,086 | ) |
Adjusted debt for adjusted debt to adjusted EBITDA ratio | $ | 1,690,114 |
| | $ | 1,774,954 |
| | $ | 1,809,752 |
| | $ | 2,009,120 |
| | $ | 2,004,940 |
| | $ | 1,690,114 |
| | $ | 2,004,940 |
|
Corporate Office Properties Trust
Definitions
Non-GAAP Measures
We believe that the measures defined below that are not determined in accordance with generally accepted accounting principles (“GAAP”) are helpful to investors in measuring our performance and comparing it to that of other real estate investment trusts (“REITs”). Since these measures exclude certain items includable in their respective most comparable GAAP measures, reliance on the measures has limitations; management compensates for these limitations by using the measures simply as supplemental measures that are weighed in balance with other GAAP and non-GAAP measures. These measures are not necessarily indications of our cash flow available to fund cash needs. Additionally, they should not be used as an alternative to the respective most comparable GAAP measures when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.
Adjusted Debt to Adjusted EBITDA ratio
Defined as (1) debt adjusted to subtract construction in progress as of the end of the period divided by (2) Adjusted EBITDA for the three month period that is annualized by multiplying by four.
Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”)
Adjusted EBITDA is net income (loss) adjusted for the effects of interest expense, depreciation and amortization, impairment losses, gain on sales of properties, gain or loss on early extinguishment of debt, net gain on unconsolidated entities, operating property acquisition costs, loss on interest rate derivatives and income taxes. We believe that adjusted EBITDA is a useful supplemental measure of performance for assessing our un-levered performance. We believe that net income (loss) is the most directly comparable GAAP measure to adjusted EBITDA.
Amortization of Acquisition Intangibles Included in Net Operating Income
Represents the amortization of intangible asset and liability categories that is included in net operating income, including amortization of above- or below-market leases and above- or below-market cost arrangements.
Basic FFO available to common share and common unit holders (“Basic FFO”)
This measure is FFO adjusted to subtract (1) preferred share dividends, (2) income attributable to noncontrolling interests through ownership of preferred units in Corporate Office Properties, L.P. (the “Operating Partnership”) or interests in other consolidated entities not owned by us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities, (4) Basic FFO allocable to restricted shares and (5) issuance costs associated with redeemed preferred shares. With these adjustments, Basic FFO represents FFO available to common shareholders and holders of common units in the Operating Partnership (“common units”). Common units are substantially similar to our common shares of beneficial interest (“common shares”) and are exchangeable into common shares, subject to certain conditions. We believe that Basic FFO is useful to investors due to the close correlation of common units to common shares. We believe that net (loss) income is the most directly comparable GAAP measure to Basic FFO.
Cash net operating income (“Cash NOI”)
Defined as NOI from real estate operations adjusted to eliminate the effects of noncash rental revenues and property operating expenses (comprised of straight-line rental adjustments, which includes the amortization of tenant incentives, and amortization of acquisition intangibles included in FFO and NOI). Under GAAP, rental revenue is recognized evenly over the term of tenant leases. Many leases provide for contractual rent increases and the effect of accounting under GAAP for such leases is to accelerate the recognition of lease revenue. Since some leases provide for periods under the lease in which rental concessions are provided to tenants, the effect of accounting under GAAP is to allocate rental revenue to such periods. Also under GAAP, when a property is acquired, we allocate the acquisition to certain intangible components (including above- and below-market leases and above- or below-market cost arrangements), which are then amortized into FFO and NOI over their estimated lives. We believe that Cash NOI is an important supplemental measure of operating performance for a REIT’s operating real estate because it makes adjustments to NOI for the above stated items that are not associated with cash to us. As is the case with NOI, the measure is useful in our opinion in evaluating and comparing the performance of
Corporate Office Properties Trust
Definitions
geographic segments, same-office property groupings and individual properties. We believe that net (loss) income is the most directly comparable GAAP measure to Cash NOI.
Cash NOI, excluding gross lease termination fees
Defined as Cash NOI adjusted to eliminate the effects of lease termination fees paid by tenants to terminate their lease obligations prior to the end of the agreed lease terms. Lease termination fees are often recognized as revenue in large one-time lump sum amounts upon the termination of tenant leases. We believe that Cash NOI adjusted for lease termination fees is a useful supplemental measure of operating performance in evaluating same-office property groupings because it provides a means of evaluating the effect that lease terminations had on the performance of the property groupings. We believe that net (loss) income is the most directly comparable GAAP measure to Cash NOI, excluding gross lease termination fees.
Debt to Adjusted EBITDA ratio
Defined as debt divided by Adjusted EBITDA for the three month period that is annualized by multiplying by four.
Debt to Adjusted Book
Defined as the carrying value of our debt divided by total assets presented on our consolidated balance sheet excluding the effect of accumulated depreciation incurred to date on such properties.
Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)
Defined as Diluted FFO, as adjusted for comparability, adjusted for the following: (1) the elimination of the effect of (a) noncash rental revenues and property operating expenses (comprised of straight-line rental adjustments, which includes the amortization of recurring tenant incentives, and amortization of acquisition intangibles included in FFO and NOI, both of which are described under “Cash NOI” below), (b) share-based compensation, net of amounts capitalized, (c) amortization of deferred financing costs, (d) amortization of debt discounts and premiums and (e) amortization of settlements of debt hedges; and (2) recurring capital expenditures. Recurring capital expenditures are defined as tenant improvements and incentives, building improvements and leasing costs for operating properties that are not (1) items contemplated prior to the acquisition of a property, (2) improvements associated with the expansion of a building or its improvements, (3) renovations to a building which change the underlying classification of the building (for example, from industrial to office or Class C office to Class B office) or (4) capital improvements that represent the addition of something new to the property rather than the replacement of something (for example, the addition of a new heating and air conditioning unit that is not replacing one that was previously there); recurring capital expenditures excludes expenditures of operating properties included in disposition plans during the period that were already sold or are held for future disposition. We believe that Diluted AFFO is an important supplemental measure of liquidity for an equity REIT because it provides management and investors with an indication of our ability to incur and service debt and to fund dividends and other cash needs. We believe that the numerator to diluted EPS is the most directly comparable GAAP measure to Diluted AFFO.
Diluted FFO available to common share and common unit holders (“Diluted FFO”)
Diluted FFO is Basic FFO adjusted to add back any changes in Basic FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares. The computation of Diluted FFO assumes the conversion of common units in the Operating Partnership but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period. We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO per share, discussed below. We believe that the numerator to diluted EPS is the most directly comparable GAAP measure to Diluted FFO.
Diluted FFO available to common share and common unit holders, as adjusted for comparability (“Diluted FFO, as adjusted for comparability”) and FFO, as adjusted for comparability
Defined as Diluted FFO or FFO adjusted to exclude operating property acquisition costs, gains on sales of, and impairment losses on, properties other than previously depreciated operating properties, net of associated income tax, gain or loss on early extinguishment of debt, loss on interest rate derivatives and accounting charges for
Corporate Office Properties Trust
Definitions
original issuance costs associated with redeemed preferred shares. We believe that the excluded items are not reflective of normal operations and, as a result, believe that a measure that excludes these items is a useful supplemental measure in evaluating operating performance. We believe that the numerator to diluted EPS is the most directly comparable GAAP measure to this non-GAAP measure.
Diluted FFO per share
Diluted FFO per share is (1) Diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. The computation of Diluted FFO per share assumes the conversion of common units in the Operating Partnership but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase Diluted FFO per share in a given period. We believe that Diluted FFO per share is useful to investors because it provides investors with a further context for evaluating our FFO results in the same manner that investors use earnings per share (“EPS”) in evaluating net (loss) income available to common shareholders. We believe that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share.
Diluted FFO per share, as adjusted for comparability
Defined as (1) Diluted FFO available to common share and common unit holders, as adjusted for comparability divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. The computation of this measure assumes the conversion of common units in the Operating Partnership but does not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase the per share measure in a given period. As discussed above, we believe that the excluded items are not indicative of normal operations. As such, we believe that a measure that excludes these items is a useful supplemental measure in evaluating our operating performance. We believe that diluted EPS is the most directly comparable GAAP measure.
Dividend Coverage-Diluted FFO, Diluted FFO, as adjusted for comparability, and Dividend Coverage-Diluted AFFO
These measures divide either Diluted FFO, Diluted FFO, as adjusted for comparability, or Diluted AFFO by the sum of (1) dividends on common shares and (2) distributions to holders of interests in the Operating Partnership and dividends on convertible preferred shares when such distributions and dividends are included in Diluted FFO.
Funds from operations (“FFO” or “FFO per NAREIT”)
Defined as net income (loss) computed using GAAP, excluding gains on sales of, and impairment losses on, previously depreciated operating properties and real estate-related depreciation and amortization. When multiple properties consisting of both operating and non-operating properties exist on a single tax parcel, we classify all of the gains on sales of, and impairment losses on, the tax parcel as all being for previously depreciated operating properties when most of the value of the parcel is associated with operating properties on the parcel. We believe that we use the National Association of Real Estate Investment Trust’s (“NAREIT”) definition of FFO, although others may interpret the definition differently and, accordingly, our presentation of FFO may differ from those of other REITs. We believe that FFO is useful to management and investors as a supplemental measure of operating performance because, by excluding gains related to sales of, and impairment losses on, previously depreciated operating properties and excluding real estate-related depreciation and amortization, FFO can help one compare our operating performance between periods. We believe that net (loss) income is the most directly comparable GAAP measure to FFO.
Corporate Office Properties Trust
Definitions
Net operating income (“NOI”) from real estate operations
NOI is real estate revenues from continuing and discontinued operations reduced by total property expenses associated with real estate operations, including discontinued operations; total property expenses, as used in this definition, do not include depreciation, amortization or interest expense associated with real estate operations. We believe that NOI is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of the core real estate operations that is unaffected by depreciation, amortization, financing and general, administrative and leasing expenses; we believe this measure is particularly useful in evaluating the performance of geographic segments, same-office property groupings and individual properties. We believe that net (loss) income is the most directly comparable GAAP measure to NOI.
NOI Debt Service Coverage Ratio and Adjusted EBITDA Debt Service Coverage Ratio
These measures divide either NOI from real estate operations or Adjusted EBITDA by the sum of interest expense on continuing and discontinued operations (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized) and scheduled principal amortization on mortgage loans for continuing and discontinued operations.
NOI Fixed Charge Coverage Ratio and Adjusted EBITDA Fixed Charge Coverage Ratio
These measures divide either NOI from real estate operations or Adjusted EBITDA by the sum of (1) interest expense on continuing and discontinued operations (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized), (2) dividends on preferred shares and (3) distributions on preferred units in the Operating Partnership not owned by us.
NOI Interest Coverage Ratio and Adjusted EBITDA Interest Coverage Ratio
These measures divide either NOI from real estate operations or Adjusted EBITDA by interest expense on continuing and discontinued operations (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of amounts capitalized).
Real Estate Operating Margin
Defined as real estate revenue divided by NOI from real estate operations.
Payout ratios based on: Diluted FFO; Diluted FFO, as adjusted for comparability; and Diluted AFFO
These payout ratios are defined as (1) the sum of (a) dividends on common shares and (b) distributions to holders of interests in the Operating Partnership and dividends on convertible preferred shares when such distributions and dividends are included in Diluted FFO divided by (2) the respective non-GAAP measures on which the payout ratios are based.
Recurring Capital Expenditures
Definition is included above in the definition for Diluted AFFO.
Same Office Property NOI
Defined as NOI from real estate operations of Same Office Properties. We believe that Same Office Property NOI is an important supplemental measure of operating performance of Same Office Properties for the same reasons discussed above for NOI from real estate operations.
Other Definitions
Acquisition Costs — Transaction costs expensed in connection with executed or anticipated acquisitions of operating properties.
Corporate Office Properties Trust
Definitions
Annualized Rental Revenue — The monthly contractual base rent as of the reporting date multiplied by 12, plus the estimated annualized expense reimbursements under existing office leases.
Construction Properties — Properties under active construction and properties that we were contractually committed to construct.
Demand Drivers Categories — Demand opportunity created through:
| |
• | Defense IT — current and future relationships with defense information technology contractors and, possibly, minor Government tenancy. |
| |
• | Government — existing and future relationship with various agencies of the government of the United States of America. Excludes Government tenancy included in Defense Information IT. |
| |
• | Market — projected unfulfilled space requirements within a specific submarket; potential submarket demand exceeds existing supply. |
| |
• | Research Park — specific research park relationship. |
First Generation Space — Newly constructed or redeveloped space that has never been occupied.
Greater Washington, DC/Baltimore Region — Includes counties that comprise the Baltimore/Washington Corridor, Northern Virginia, Greater Baltimore, Suburban Maryland, St. Mary’s & King George Counties, and the Washington, DC-Capitol Riverfront.
Operational Space — The portion of a property in operations (excludes portion under construction or redevelopment).
Pre-Construction Properties — Properties on which work associated with one or more of the following tasks is underway on a regular basis: pursuing entitlements, planning, design and engineering, bidding, permitting and premarketing/preleasing. Typically, these projects, as categorized in this Supplemental Information package, are targeted to begin construction in 12 months or less.
Redevelopment Properties — Properties previously in operations on which activities to substantially renovate such properties are underway.
Same Office Properties — Operating office properties owned and 100% operational since at least January 1, 2011, excluding properties held for future disposition.
Second Generation Space — Space leased that has been previously occupied.
Strategic Reallocation Plan — Plan approved by our Board of Trustees to dispose of properties that are no longer closely aligned with our strategy.
Strategic Tenant Properties — Office properties held for long-term investment located near defense installations and other knowledge-based government demand drivers, or that were otherwise at least 50% leased as of most recent year end by United States Government agencies or defense contractors.
Unstabilized Properties — Properties with first generation operational space less than 90% occupied at period end.