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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
|x| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-20047
Corporate Office Properties Trust
(Exact name of registrant as specified in its charter)
Maryland 23-2947217
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
401 City Avenue, Suite 615 19004
Bala Cynwyd, PA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 538-1800
----------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Common Share of beneficial
interest, $0.01 par value New York Stock Exchange
(Title of Each Class) (Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the (1) registrant has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes | | No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. | |
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $62,895,364 based on the closing price of such
Shares on the New York Stock Exchange on March 19, 1999. At March 19, 1999,
16,801,876 shares of the Registrant's Common Shares of Beneficial Interest,
$0.01 par value, were outstanding.
Portions of the proxy statement of the Registrant for its 1999 Annual Meeting of
Shareholders to be filed within 120 days after the end of the fiscal year
covered by this Form 10-K are incorporated by reference into Part III of this
Form 10-K.
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Table of Contents
Form 10-K
PART I..........................................................................
ITEM 1. BUSINESS..........................................................3
ITEM 2. PROPERTIES........................................................8
ITEM 3. LEGAL PROCEEDINGS................................................11
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.............11
PART II.........................................................................
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS..............................................12
ITEM 6. SELECTED FINANCIAL DATA..........................................13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..............................22
PART III........................................................................
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT................22
ITEM 11. EXECUTIVE COMPENSATION...........................................22
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.......................................................22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................22
PART IV.........................................................................
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.........................................................22
FORWARD-LOOKING STATEMENTS
This Form 10-K contains "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are based on our
current expectations, estimates and projections. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements are not guarantees of future
performance, events or results and involve potential risks and uncertainties.
Accordingly, actual performance, events or results may differ materially from
such forward-looking statements. We undertake no obligation to update publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Important facts that may affect these forward-looking statements include,
but are not limited to: our ability to borrow on favorable terms; general
economic and business conditions, which will affect, among other things, demand
for office properties, availability and creditworthiness of tenants, lease rents
and the availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies; risks of real
estate acquisition and development; governmental actions and initiatives;
environmental requirements; and other risks identified in this filing or our
other reports filed with the Securities Exchange Commission.
2
PART I
Item 1. Business
Our Company
Corporate Office Properties Trust ("COPT") and subsidiaries is a
full-service real estate investment trust ("REIT"). We focus principally on the
acquisition, development, management and ownership of suburban office buildings
in targeted suburban submarkets mostly in the Mid-Atlantic region of the United
States. As of December 31, 1998:
o we owned 48 suburban office properties in Maryland, Pennsylvania and New
Jersey containing approximately 4.3 million rentable square feet,
o we owned nine retail properties containing approximately 639,000 rentable
square feet,
o our properties were 98.0% leased,
o we owned three parcels of land, two of which were under development, and
o we owned options to purchase from related parties 156 acres of land
contiguous to certain of our office properties.
We conduct almost all of our operations through our Operating Partnership,
Corporate Office Properties, L.P., a Delaware limited partnership, of which we
are the managing general partner. Our Operating Partnership owns real estate
both directly and through subsidiaries. Interests in our Operating Partnership
are in the form of Common and Preferred Units. As of December 31, 1998, we owned
approximately 85% of the outstanding Common Units and approximately 32% of the
outstanding Preferred Units. The remaining Common and Preferred Units in our
Operating Partnership were owned by third parties, which included certain
officers and trustees. If all Preferred Units were converted into Common Units,
we would have owned approximately 62% of the Common Units as of December 31,
1998.
The Operating Partnership also owns the principal economic interest and,
collectively with our Chief Executive Officer and Chief Operating Officer, 49.5%
of the voting stock of Corporate Office Management, Inc. ("COMI"). COMI provides
us with asset management and managerial, financial and legal support. COMI also
has two subsidiaries: Corporate Realty Management, LLC ("CRM") and Corporate
Development Services, LLC ("CDS"). CRM manages approximately 18 million square
feet for us and for third parties as of December 31, 1998 and also provides
corporate facilities management. CDS provides construction and development
services predominantly to us. COMI owns 75% of CRM and 100% of CDS.
We believe that we are organized and have operated in a manner that
permits us to satisfy the requirements for taxation as a REIT under the Internal
Revenue Code of 1986, as amended, and we intend to continue to operate in such a
manner. If we qualify for taxation as a REIT, we generally will not be subject
to federal income tax on our taxable income that is distributed to our
shareholders. A REIT is subject to a number of organizational and operational
requirements, including a requirement that it currently distribute to its
shareholders at least 95% of its annual taxable income (excluding net capital
gains).
Our executive offices are located at 401 City Avenue, Suite 615, Bala
Cynwyd, PA 19004 and our telephone number is (610) 538-1800.
Significant 1998 Developments
On January 1, 1998, we changed our name from Royale Investments, Inc. to
Corporate Office Properties Trust, Inc. On March 16, 1998, we were reformed as a
Maryland REIT and changed our name to Corporate Office Properties Trust. In
connection with the reformation, we adopted our Declaration of Trust which
authorized for issuance up to 45,000,000 Common Shares of beneficial interest
("Common Shares") and 5,000,000 Preferred Shares. Each share of common stock in
Corporate Office Properties Trust, Inc. was exchanged for one Common Share in
our trust.
3
During 1998, we completed a substantial number of operating property
acquisitions, increasing our rentable square feet by 169%. A summary of the
operating properties acquired during 1998 follows:
# of Investment
Properties Date Rentable (in
Transaction Location Acquired Property Type Acquired Sq. Ft. millions)
- ------------------------ ----------------------------- ---------- -------------------------- -------- -------- ----------
Airport Square Portfolio Linthicum, MD 12 9 Office and 3 Office/Flex 04/30/98 812,616 $ 72.6
Fairfield Portfolio Fairfield, NJ 2 Office 05/28/98 262,417 29.4
Constellation Portfolio Baltimore/Washington Corridor 14 12 Office and 2 Retail Various 1,466,722 177.0
Riverwood Property Columbia, MD 1 Office 10/13/98 160,000 20.3
Centerpoint Portfolio Middlesex County, NJ 8 6 Office and 2 Office/Flex 10/30/98 269,222 31.7
Gateway Portfolio Columbia, MD 3 Office 12/31/98 148,804 17.3
---------- --------- ----------
40 3,119,781 $348.3
========== ========= ==========
During 1998, we also acquired three parcels of land that are contiguous to
certain of our operating properties. In addition, we acquired options and rights
of first refusal to purchase 93 acres, estimated to yield nearly 1.6 million
square feet of new buildings in locations adjacent to certain of our operating
properties.
We had various construction and development projects underway in 1998. We
began construction of two buildings that are estimated to total 198,000 square
feet upon completion. We completed a substantial portion of a $7.8 million
project to convert a 170,000 square foot property we own into a first-class,
high technology office building.
We also acquired a 75% interest in CRM and certain equipment, furniture
and other assets for $2.5 million which we, in turn, contributed into COMI in
exchange for 95% of COMI's capital stock and a $2.0 million note receivable. We
then entered into a management relationship with COMI in order to further expand
our capabilities and support our growing portfolio of properties. We also
entered into contracts with COMI's subsidiaries, CRM and CDS, for property
management, construction and development services for our properties.
We financed our acquisitions and construction and development activities
using a combination of new debt and equity issuances. During 1998, we
o completed the sale of 7,500,000 Common Shares to the public at a price of
$10.50 per share,
o issued 7,030,793 of our Common Shares, valued at $73.8 million ($10.50 per
share), less $505,000 in share issuance costs, in connection with the
Constellation Portfolio acquisition,
o issued 984,308 of our Preferred Shares, valued at $24.6 million ($25 per
share), in connection with the Constellation Portfolio acquisition,
o obtained a $100.0 million recourse revolving credit facility from Bankers
Trust Company bearing interest at a variable rate of LIBOR + 1.75%,
o obtained an $85.0 million loan from Teachers Insurance and Annuity
Association of America bearing interest at a fixed rate of 6.89%, and
o issued 148,381 Common Units in our Operating Partnership, valued at $1.6
million ($10.50 per share), in connection with the Riverwood Property
acquisition.
Our Operating Strategy
Our primary business objectives are to achieve sustainable long-term
growth in funds from operations per share and to maximize long-term shareholder
value. We intend to achieve these objectives primarily through acquisitions and
property development and through internal growth. We intend to focus our
activities on acquiring, owning and operating suburban office properties in
strong and growing submarkets throughout the United States. We plan to sell our
remaining retail properties and redeploy the proceeds into suburban office
properties.
We believe we have certain competitive advantages that will promote our
growth strategies, including:
4
o our multiple market expertise in identifying, creatively structuring and
closing acquisitions,
o our experience in successfully growing public real estate companies
utilizing a centralized/decentralized organizational structure,
o our long-standing relationships with tenants, real estate brokers and
institutional and other owners of commercial real estate that collectively
help us to identify acquisition opportunities, and
o our property management and development experience.
Suburban Office Focus. We believe office buildings currently offer the
strongest fundamentals of any real estate property type, and suburban office
properties provide us very attractive investment opportunities. The three key
factors driving the strong fundamentals of suburban office properties are (i)
increasing rental rates, (ii) declining vacancy rates, and (iii) a limited new
supply of office product. We believe that many companies are relocating to, and
expanding in, suburban locations because of lower operating costs, proximity to
residential housing and better quality of life.
Acquisition Strategies. We are actively pursuing the acquisition of
suburban office properties in submarkets in the United States with strong
fundamentals. Our three-part acquisition strategy includes targeting:
o entity transactions in which we enter new markets or increase our
penetration in existing markets by acquiring significant portfolios along
with their management which will also enable us to enhance our management
infrastructure and local expertise,
o portfolio purchases in these markets, and
o opportunistic acquisitions of individual properties in submarkets in which
we already have a presence.
We will seek to make acquisitions at attractive yields and below
replacement costs.
Property Development Strategies. We believe that the significant
experience of our management in property development, redevelopment,
construction, management and leasing provides us with the expertise necessary to
build, upgrade, renovate and reposition suburban office properties. We are
developing suburban office properties generally to meet the needs of our
existing tenants. We will selectively explore additional development when market
fundamentals support a favorable risk-adjusted return on such development. We
currently do not intend to develop or redevelop any properties outside of
submarkets in which we operate.
Internal Growth Strategies. We believe that our internal growth will come
from (i) proactive property management and leasing , (ii) operating efficiencies
achieved through increasing economies of scale, (iii) tenant retention and
rollovers at increased rents where market conditions permit and (iv) expansion
of the third party management business of CRM. These strategies are designed to
promote tenant satisfaction, resulting in tenant retention and the attraction of
new tenants.
Subsequent Events
On January 5, 1999, we entered into an interest rate swap agreement with
Bankers Trust Company. This swap agreement fixes our one-month LIBOR base to
5.085% per annum on a notional amount of $30.0 million through May 2001.
On January 13, 1999, we entered into a $9.8 million construction loan with
FMB Bank to finance the construction of an office building. This loan has an
interest rate of LIBOR plus 1.6%. This loan matures on February 1, 2001 and may
be extended for a one-year period, subject to certain conditions.
On January 22, 1999, we sold a retail property located in Westminster,
Maryland ("Cranberry Square"). We sold the property for $18.9 million, of which
$9.5 million was used to pay off the mortgage loan payable on the property,
$283,000 was placed in escrow, $272,000 was paid to the buyer for operating
pro-rations, $144,000 was used to pay our closing costs and $8.7 million was
used to repay a portion of our Revolving Credit Facility. We recognized no gain
or loss on the sale of Cranberry Square.
5
On February 8, 1999, we entered into a $10.9 million construction loan
with Provident Bank of Maryland to finance the construction of a building. This
loan has an interest rate of LIBOR plus 1.75%. This loan matures on February 8,
2001 and may be extended for a one-year period, subject to certain conditions.
On February 26, 1999, we acquired an office building located in Linthicum,
Maryland. We acquired the property for $6.8 million, including $201,000 in
transaction costs, using $6.7 million in borrowings under our Revolving Credit
Facility and using cash reserves for the balance.
Industry Segments
We have five segments: Baltimore/Washington office, Greater Philadelphia
office, Northern/Central New Jersey office, Greater Harrisburg office and
retail. For information relating to these segments, you should refer to Note 13
of our Consolidated Financial Statements included with this Form 10-K.
Employees
We, together with COMI and its subsidiaries, employed 120 persons as of
December 31, 1998.
Competition
The commercial real estate market is highly competitive. Numerous
commercial properties compete for tenants with our properties, and our
competitors are building additional properties in the markets in which our
properties are located. Some of these competing properties may be newer or have
more desirable locations than our properties. If the market does not absorb
newly constructed space, market vacancies will increase and market rents may
decline. As a result, we may have difficulty leasing space at our properties and
may be forced to lower the rents we charge on leases to compete effectively.
We also compete for the purchase of commercial property with many
entities, including other publicly-traded commercial REITs. Many of our
competitors have substantially greater financial resources than ours. In
addition, our competitors may be willing to accept lower returns on their
investments. If our competitors prevent us from buying the amount of properties
that we have targeted for acquisition, we may not be able to meet our property
acquisition and development goals.
Major Tenants
As of December 31, 1998, ten tenants accounted for 50.6% of our annualized
office rents. Two of these tenants accounted for approximately 27.0% of our
total annualized office rents. Our largest tenant is the United States federal
government, two agencies of which lease space in nine of our office properties.
These leases represented approximately 17.0% of our total annualized office
rents as of December 31, 1998. Generally, these government leases provide for
one-year terms or provide for one-year termination rights. The government may
terminate its leases if, among other reasons, the Congress of the United States
fails to provide funding. The Congress of the United States has appropriated
funds for these leases through September of 1999. The second largest tenant,
Unisys Corporation, represented 10.0% of our annualized office rents as of
December 31, 1998 and a larger percentage of our net operating income since
Unisys pays all of its property operating expenses directly. Unisys occupies
space in three of our office properties. If either the federal government or
Unisys fails to make rental payments to us, or if the federal government elects
to terminate several of its leases and the space cannot be re-leased on
satisfactory terms, our financial performance and ability to make expected
distributions to shareholders would be materially adversely affected.
Geographical Concentration
All of our office properties are located in the Mid-Atlantic region of the
United States, and 58.7% of our total annualized office rents as of December 31,
1998 is earned from our office properties located in the Baltimore/Washington
Corridor. Consequently, we do not have a broad geographical distribution of our
6
properties. As a result, a decline in the real estate market or economic
conditions generally in the Mid-Atlantic region would adversely affect us.
Environmental Matters
We are subject to various federal, state and local environmental laws.
These laws can impose liability on property owners or operators for the costs of
removal or remediation of certain hazardous substances released on a property,
even if the property owner was not responsible for the release of the hazardous
substances. The presence of hazardous substances on our properties may adversely
affect occupancy and our ability to sell or borrow against those properties. In
addition to the costs of government claims under environmental laws, private
plaintiffs may bring claims for personal injury or similar reasons. Various laws
also impose liability for the costs of removal or remediation of hazardous
substances at the disposal or treatment facility. Anyone who arranges for the
disposal or treatment of hazardous substances at such a facility is potentially
liable under such laws. These laws often impose liability whether or not the
facility is or ever was owned or operated by such person. To date, the impact of
these laws has not been materially adverse to our operations.
Financing Policies
In conjunction with our growth strategies, we have developed a
capitalization strategy. To promote growth in funds from operations per share,
we intend to utilize a minimum cash flow to debt service coverage ratio of
approximately 1.6 to 1.0, which we anticipate will equate to a ratio of debt to
total market capitalization of between 40% and 60%. We believe a 1.6 times cash
flow coverage ratio is conservative for a seasoned pool of suburban office
buildings and is a more appropriate measure of entity leverage than the
conventional REIT measure of total debt outstanding to total market
capitalization. We intend to emphasize the issuance of Common Units and
Preferred Units in our Operating Partnership as tax-deferred compensation to
sellers in entity and portfolio acquisitions. We also intend to utilize both
Common and Convertible Preferred Shares when capital market conditions appear
advantageous.
We operate with higher debt levels than most other REITs. Our
organizational documents do not limit the amount of indebtedness that we may
incur. Most of our properties have been mortgaged to collateralize indebtedness.
We favor long-term fixed rate debt over variable rate debt for permanent
financings. In addition, we will rely on borrowings to fund some or all of the
costs of new property acquisitions, capital expenditures and other items.
Mortgage Loans Payable
For information relating to future maturities of our mortgage loans
payable, you should refer to the Management's Discussion and Analysis of
Financial Condition and Results of Operations section and Note 7 to our
Consolidated Financial Statements included with this Form 10-K.
7
Item 2. Properties
The following table provides certain information about our office
properties as of December 31, 1998:
Total Rental
Year Rentable Percentage Total Percentage of Revenue per
Built/ Square Leased as of Rental Total Rental Occupied
Property Location Renovated Feet 12/31/98 (1) Revenue (2) Revenue (3) Square Foot (4)
- ----------------------------------------------------------------------------------------------------------------
Baltimore/Washington Corridor:
2730 Hercules Rd. 1990 240,336 100.00% $ 4,575,360 6.52% $ 19.04
6009 - 6011 Oxon Hill Rd. 1990 181,236 98.78% 3,420,225 4.87% 19.10
7200 Riverwood Dr. 1986 160,000 100.00% 2,826,640 4.03% 17.67
6950 Columbia Gateway Dr. 1998 107,778 100.00% 2,184,998 3.11% 20.27
1615 - 1629 Thames St. 1989 103,670 96.85% 1,569,422 2.24% 15.63
900 Elkridge Landing Rd. 1982 97,139 100.00% 1,645,193 2.34% 16.94
1199 Winterson Rd. 1988 96,636 100.00% 1,534,245 2.19% 15.88
133 National Business Pkwy. 1997 88,666 100.00% 1,522,876 2.17% 17.18
141 National Business Pkwy. 1990 86,964 100.00% 1,445,347 2.06% 16.62
135 National Business Pkwy. 1998 86,832 100.00% 1,614,374 2.30% 18.59
881 Elkridge Landing Rd. 1986 73,572 100.00% 879,912 1.25% 11.96
14502 Greenview Dr. 1988 71,870 95.28% 1,182,537 1.68% 17.27
1099 Winterson Rd. 1988 69,738 87.69% 961,580 1.37% 15.72
14504 Greenview Dr. 1985 69,194 93.62% 1,099,052 1.57% 16.97
131 National Business Pkwy. 1990 68,900 100.00% 1,215,582 1.73% 17.64
1190 Winterson Rd. 1987 68,567 100.00% 1,060,976 1.51% 15.47
911 Elkridge Landing Rd. 1985 68,162 73.50% 804,168 1.15% 16.05
1201 Winterson Rd. 1985 67,903 100.00% 675,635 0.96% 9.95
6740 Alexander Bell Dr. 1992 59,576 100.00% 1,260,644 1.80% 21.16
930 International Dr. 1986 57,140 100.00% 689,108 0.98% 12.06
900 International Dr. 1986 57,140 100.00% 622,826 0.89% 10.90
921 Elkridge Landing Rd. 1983 54,057 100.00% 851,398 1.21% 15.75
8815 Centre Park Dr. 1987 53,635 100.00% 956,461 1.36% 17.83
6716 Alexander Bell Dr. 1989 51,980 100.00% 903,119 1.29% 17.37
939 Elkridge Landing Rd. 1983 51,953 100.00% 778,143 1.11% 14.98
800 International Dr. 1988 50,609 100.00% 775,939 1.11% 15.33
7609 Energy Parkway Dr. 1982 38,513 97.42% 213,458 0.30% 5.69
6760 Alexander Bell Dr. 1989 37,248 100.00% 692,102 0.99% 18.58
--------- ------ ---------- ----- -----
Total Baltimore/Washington
Corridor 2,319,014 98.23% 37,961,320 54.07% 16.66
--------- ------ ---------- ----- -----
Major Tenants
(10% or more
Property Location Rentable Sq. Ft.)
- ----------------------------------------------------------------------------------------
Baltimore/Washington Corridor:
2730 Hercules Rd. (6) U.S. Department of Defense (100%)
6009 - 6011 Oxon Hill Rd. U.S. Department of Treasury (47%)
Constellation Real Estate, Inc. (24%)
7200 Riverwood Dr. (6) U.S. Department of Defense (100%)
6950 Columbia Gateway Dr. Magellan Health Services, Inc. (100%)
1615 - 1629 Thames St. JHIEPGO Corporation (27%)
Lista's (14%)
900 Elkridge Landing Rd. First Annapolis (51%)
Booz*Allen Hamilton (38%)
1199 Winterson Rd. (6) U.S. Department of Defense (100%)
133 National Business Pkwy. e.spire Communications (67%)
(5) Applied Signal Technology (33%)
141 National Business Pkwy. Stanford Telecommunications (46%)
J.G. Van Dyke & Associates (20%)
Harris Data Services Corp (14%)
135 National Business Pkwy. Credit Management Solutions, Inc. (82%)
881 Elkridge Landing Rd. (6) U.S. Department of Defense (100%)
14502 Greenview Dr. Sky Alland Research, Inc. (22%)
Greenman-Pedersen, Inc. (15%)
1099 Winterson Rd. Preferred Health Network (34%)
McDonald's Corporation (29%)
14504 Greenview Dr. Great West Life & Annuity (17%)
Laurel Consulting Group (15%)
Moore USA, Inc. (11%)
131 National Business Pkwy. e.spire Communications (35%)
TASC, Inc. (28%)
Lockheed Martin Technical (23%)
Intel Corporation (14%)
1190 Winterson Rd. Chesapeake Appraisal (39%)
Domino's Pizza, Inc. (18%)
(6) U.S. Department of Defense (15%)
Motorola, Inc. (14%)
911 Elkridge Landing Rd. Optacor Financial Services (25%)
(6) U.S. Department of Defense (23%)
Nationwide Mutual Insurance (21%)
1201 Winterson Rd. Ciena Corporation (100%)
6740 Alexander Bell Dr. (5) Johns Hopkins University (42%)
Sky Alland Research, Inc. (21%)
Science Applications International Corporation
(20%)
Atmel Corporation (16%)
930 International Dr. Ciena Corporation (100%)
900 International Dr. Ciena Corporation (100%)
921 Elkridge Landing Rd. Aerotek, Inc.(100%)
8815 Centre Park Dr. COMI (25%)
National Association of Credit Management (20%)
Reap/REMAX, Inc. (16%)
H.C. Copeland Associates, Inc. (11%)
6716 Alexander Bell Dr. Sun Microsystems, Inc. (81%)
Science Applications International Corporation
(10%)
939 Elkridge Landing Rd. Agency Holding (68%)
(6) U.S. Department of Defense (24%)
800 International Dr. Ciena Corporation (100%)
7609 Energy Parkway Dr. Rapid Response (50%)
Baltimore Gas and Electric (19%)
6760 Alexander Bell Dr. (5) Cadence Design Systems, Inc. (65%)
Total Baltimore/Washington Corridor
8
Greater Philadelphia:
753 Jolly Rd. 1960/92-94 419,472 100.00% 2,971,968 4.23% 7.09
785 Jolly Rd. 1970/1996 219,065 100.00% 2,123,513 3.02% 9.69
760 Jolly Rd. 1974/1994 208,854 100.00% 2,567,264 3.66% 12.29
751 Jolly Rd. 1960/1991 112,958 100.00% 1,459,176 2.08% 12.92
--------- ------ ----------- ----- -----
Total Greater Philadelphia 960,349 100.00% 9,121,921 12.99% 9.50
--------- ------ ----------- ----- -----
Greater Harrisburg:
2605 Interstate Dr. 1990 84,268 100.00% 1,103,704 1.57% 13.10
2601 Market Pl. 1989 67,753 100.00% 1,118,109 1.59% 16.50
6385 Flank Dr. 1995 32,800 100.00% 438,162 0.62% 13.36
--------- ------ ----------- ----- -----
Total Greater Harrisburg 184,821 100.00% 2,659,975 3.79% 14.39
--------- ------ ----------- ----- -----
Northern/Central
New Jersey:
431 Ridge Rd. 1958/1998 170,000 100.00% 3,087,379 4.40% 18.16
695 Route 46 1990 158,273 77.25% 2,231,824 3.18% 18.25
429 Ridge Rd. 1966/1996 142,385 100.00% 2,580,016 3.67% 18.12
710 Route 46 1985 104,144 92.83% 1,669,415 2.38% 17.27
19 Commerce 1989 65,277 100.00% 1,251,780 1.78% 19.18
104 Interchange Plaza 1990 47,142 100.00% 999,179 1.42% 21.20
101 Interchange Plaza 1985 43,886 92.19% 685,597 0.98% 16.95
47 Commerce 1992/1998 40,686 100.00% 476,498 0.68% 11.71
437 Ridge Rd. 1962/1996 30,000 100.00% 582,867 0.83% 19.43
3 Centre Dr. 1987 20,436 100.00% 312,382 0.44% 15.29
7 Centre Dr. 1989 19,464 100.00% 310,921 0.44% 15.97
8 Centre Dr. 1986 16,199 100.00% 348,249 0.50% 21.50
2 Centre Dr. 1989 16,132 100.00% 448,676 0.64% 27.81
--------- ------ ----------- ----- -----
Total Northern/Central New Jersey 874,024 94.43% 14,984,783 21.34% 18.16
--------- ------ ----------- ----- -----
Total Office Properties 4,338,208 97.93% $64,727,999 92.20% $ 15.24
========= ===== =========== ===== ========
Greater Philadelphia:
753 Jolly Rd. (5) Unisys (100%)
785 Jolly Rd. (5) Unisys with 100% sublease to Merck
760 Jolly Rd. (5) Unisys (100%)
751 Jolly Rd. (5) Unisys (100%)
Total Greater Philadelphia
Greater Harrisburg:
2605 Interstate Dr. Commonwealth of Pennsylvania (56%)
United States Fidelity & Guaranty (24%)
Health Central, Inc. (15%)
2601 Market Pl. Penn State Geisinger Systems (38%)
Ernst & Young LLP (26%)
Texas Eastern Pipeline Company (26%)
6385 Flank Dr. (5) Cowles Enthusiast Media (34%)
Orion Capital Companies (26%)
Pitney Bowes, Inc. (21%)
Total Greater Harrisburg
Northern/Central
New Jersey:
431 Ridge Rd. IBM with 84% sublease to AT&T Local Services
695 Route 46 Pearson, Inc. (22%)
United Healthcare Services (15%)
The Museum Company (12%)
Dean Witter Reynolds, Inc. (12%)
429 Ridge Rd. AT&T Local Services (100%)
710 Route 46 Midsco, Inc. (18%)
Radian International, LLC (12%)
Continental Casualty (12%)
Lincoln Financial Group (10%)
19 Commerce The Associated Press (100%)
104 Interchange Plaza S.M.I.P.A. LLC (24%)
Utica Mutual Insurance Company (15%)
Laborer's International Union (13%)
Lanier Worldwide, Inc. (12%)
Somerset Real Estate Management, Inc. (10%)
101 Interchange Plaza Ford Motor Credit Company (33%)
Arquest, Inc. (16%)
Middlesex County Improvement Authority (13%)
Trans Union Corporation (11%)
47 Commerce Somfy Systems, Inc. (100%)
437 Ridge Rd. IBM with 100% sublease to AT&T Local Services
3 Centre Dr. Matrix Development Group (100%)
7 Centre Dr. Paradise Software, Inc. (17%)
System Freight, Inc. (14%)
Compugen, Inc. (7%)
8 Centre Dr. AON Risk Services, Inc. (100%)
2 Centre Dr. Summit Bancorp (100%)
Total Northern/Central New Jersy
Total Office Properties
(1) This percentage is based upon all leases signed as of December 31, 1998.
(2) Total Rental Revenue is the monthly contractual base rent as of December 31,
1998 multiplied by 12 plus the estimated annualized expense reimbursements
under existing leases.
(3) This percentage represents the individual property's rental revenue to our
total rental revenue as of December 31, 1998.
(4) This total rent per occupied square foot is the property's total rental
revenue divided by that property's occupied square feet as of December 31,
1998.
(5) This property contains substantial leases remitting rental revenue on a
triple net lease basis.
(6) The U.S. Department of Defense leases contain estimated monthly expense
reimbursements that are reconciled each lease year to ensure that the lease
functions as a triple net lease. Accordingly, the total rental revenues
above include $2,750,159 estimated annualized expense reimbursements.
9
The following table provides certain information about our retail
properties as of December 31, 1998:
Percentage Percentage
Year Rentable Leased Total of Total
Built/ Square as of Rental Rental
Property Location Renovated Feet 12/31/98 (1) Revenue (2) Revenue (3)
- ----------------------------------------------------------------------------------------------
305 Center St. 1991/1998 139,988 100.00% $ 2,267,486 3.23%
322 Marlboro St. 1977/1997 129,140 92.09% 761,651 1.08%
5835 West 10th St. 1991 67,541 100.00% 548,196 0.78%
3550 Vicksburg Ln. 1991 67,510 100.00% 522,813 0.74%
1351 38th St. North 1993 60,232 100.00% 341,823 0.49%
3265 Golf Rd. 1994 52,800 100.00% 312,201 0.44%
2100 S. Broadway 1993 46,134 100.00% 305,774 0.44%
630 E. Wisconsin Ave. 1994 39,272 100.00% 249,125 0.35%
7601 N. Port Washington Rd. 1992 36,248 100.00% 168,300 0.24%
------- ----- ----------- ----
TOTAL RETAIL PROPERTIES 638,865 98.40% $ 5,477,369 7.80%
======= ===== =========== ====
Total Rental
Revenue per Major Tenants
Occupied (10% or more
Property Location Square Feet (4) Rentable Sq. Ft.)
- ------------------------------------------------------------------------------
305 Center St. $16.20 Giant Food (40%)
Staples, Inc. (17%)
322 Marlboro St. 6.40 Peebles (27%)
Acme Markets (22%)
5835 West 10th St. 8.12 SV Ventures (100%)
3550 Vicksburg Ln. 7.74 Innsbruck Investments (100%)
1351 38th St. North 5.68 Nash-Finch Company (100%)
3265 Golf Rd. 5.91 Fleming Companies, Inc. (100%)
2100 S. Broadway 6.63 Nash-Finch Company (100%)
630 E. Wisconsin Ave. 6.34 Fleming Companies, Inc. (100%)
7601 N. Port Washington Rd. 4.64 Fleming Companies, Inc. (100%)
------
TOTAL RETAIL PROPERTIES $ 8.71
======
(1) This percentage is based upon all leases signed as of December 31, 1998.
(2) Total Rental Revenue is the monthly contractual base rent as of December 31,
1998 multiplied by 12 plus the estimated annualized expense reimbursements
under existing leases.
(3) This percentage represents the individual property's rental revenue to our
total rental revenue as of December 31, 1998.
(4) This total rent per occupied square foot is the property's total rental
revenue divided by that property's occupied square feet as of December 31,
1998.
Each of these properties contain substantial leases remitting rental revenue on
a triple net lease basis.
10
The following table provides a summary schedule of the lease expirations
for leases in place as of December 31, 1998, assuming that none of the tenants
exercise renewal options:
Office and Retail Lease Expiration Analysis by Year
Percentage Total Rental
Square (1) of Total Revenue of
Number Footage Percentage of Total Rental Rental Expiring Leases
Year of of Leases of Leases Total Leased Revenue of Revenue per Leased
Expiration Expiring Expiring Square Feet Expiring Leases Expiring Square Foot
- -----------------------------------------------------------------------------------------------------------
1999 50 291,761 5.98% $ 4,444,052 6.33% $15.23
2000 51 403,927 8.28% 6,412,934 9.13% 15.88
2001 52 411,239 8.43% 6,513,355 9.28% 15.84
2002 37 631,494 12.94% 10,015,518 14.27% 15.86
2003 44 598,385 12.26% 10,567,191 15.05% 17.66
2004 8 97,804 2.01% 1,830,015 2.61% 18.71
2005 2 42,394 0.87% 748,839 1.07% 17.66
2006 4 159,286 3.27% 2,028,413 2.89% 12.73
2007 4 121,715 2.50% 1,675,016 2.39% 13.76
2008(2) 7 581,243 11.92% 10,238,111 14.58% 17.61
2009 7 1,174,760 24.09% 12,815,599 18.25% 10.91
2010 1 36,248 0.74% 168,300 0.24% 4.64
2011 3 72,713 1.49% 770,529 1.10% 10.60
2012 -- -- 0.00% -- 0.00% --
2013 -- -- 0.00% -- 0.00% --
2014 4 198,438 4.07% 1,208,923 1.72% 6.09
2015 -- -- 0.00% -- 0.00% --
2016+ 1 56,139 1.15% 768,573 1.09% 13.69
----------------------------------------------------------------------------------------
275 4,877,546 100.00% $70,205,368 100.00% $14.39
========================================================================================
(1) Total rental revenue is the monthly contractual base rent as of December 31,
1998 multiplied by 12, plus the estimated annualized expense reimbursements
under existing leases.
(2) One tenant (with 240,336 square feet and remitting $4,575,360 of annualized
December 31, 1998 total rental revenue) leases space under a one-year lease
with consecutive one-year renewals through 2007. This lease carries a
penalty should the tenant not renew and, accordingly, has been reflected as
expiring in the year 2008 in the above table.
Item 3. Legal Proceedings
We are not currently involved in any material litigation nor, to the
Company's knowledge, is any material litigation currently threatened against the
Company (other than routine litigation arising in the ordinary course of
business, substantially all of which is expected to be covered by liability
insurance).
Item 4. Submissions of Matters to a Vote of Security Holders
No matters were submitted to a vote of our security holders during the
fourth quarter of 1998.
11
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
Our Common Shares began trading on the NYSE on April 27, 1998, under the
symbol "OFC". During the first quarter of 1998 and through April 26, 1998, our
Common Shares traded on the Nasdaq(R) under the symbols "COPT" and "COPTD".
Prior to January 1, 1998, the common stock of our predecessor corporation was
traded on the Nasdaq under the symbol "RLIN". The table below shows the range of
the high and low sale prices as reported on the NYSE and the Nasdaq, as well as
the quarterly dividends per share declared. The quotations shown represent
interdealer prices without adjustment for retail markups, markdowns or
commissions, and may not reflect actual transactions.
Price Range
-------------------- Dividends
1998 Low High Per Share
First Quarter ........................ 9.7500 14.1250 0.150
Second Quarter ....................... 8.6250 14.0000 0.150
Third Quarter ........................ 6.4375 9.9375 0.180
Fourth Quarter ....................... 6.3750 8.0625 0.180
1997
First Quarter ........................ 4.5000 6.0000 0.125
Second Quarter ....................... 4.5000 5.6250 0.125
Third Quarter ........................ 5.0000 7.8750 0.125
Fourth Quarter ....................... 6.8130 11.7500 0.125
On March 19, 1999, the last reported sales price of our Common Shares on
the NYSE was $7.00. The approximate number of holders of record of our shares
was approximately 216 as of February 17, 1999. This number does not include
shareholders whose shares are held of record by a brokerage house or clearing
agency, but does include any such brokerage house or clearing agency as one
record holder.
We will pay future dividends at the discretion of our Board of Trustees.
Our ability to pay cash dividends in the future will be dependent upon (i) the
income and cash flow generated from our operations, (ii) cash generated or used
by our financing and investing activities and (iii) the annual distribution
requirements under the REIT provisions of the Code described above and such
other factors as the Board of Trustees deems relevant. Our ability to make cash
dividends will also be limited by the terms of our Operating Partnership
Agreement and our financing arrangements as well as limitations imposed by state
law and the agreements governing any future indebtedness.
During 1998, we issued 984,308 of our Preferred Shares to Constellation
Real Estate, Inc. in connection with our acquisition of interests in 12 office
and two retail properties, a 75% interest in CRM and certain equipment,
furniture and other assets as follows:
No. of Shares Value of Share Issuance
Date Issued Issued (in millions)
------------------ ------------- -----------------------
September 28, 1998 865,566 $ 21.6
October 21, 1998 72,509 1.8
December 30, 1998 46,233 1.2
These Preferred Share issuances were exempt from registration under Section 4
(2) of the Securities Act of 1933, as amended. Our Preferred Shares are
convertible after two years of issuance, subject to certain conditions, into
Common Shares on the basis of 1.8748 Common Shares for each Preferred Share.
12
On October 13, 1998, we issued 148,381 Common Units in our Operating
Partnership valued at $1.6 million to M.O.R. XXIX Associates Limited Partnership
in connection with our acquisition of an office building. The issuance of these
Common Units is exempt from registration under Section 4 (2) of the Securities
Act of 1933, as amended. These Common Units are exchangeable into our Common
Shares, subject to certain conditions.
Items 6. Selected Financial Data
The following table contains selected financial data for each of the years
ended December 31, 1994 through 1998. Since this information is only a summary,
you should refer to our consolidated financial statements and the section of
this report entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for additional information.
Corporate Office Properties Trust
(Dollar and share information in thousands, except ratios and per share data)
1998(1) 1997(1) 1996 1995 1994
-------- -------- -------- -------- --------
Operating Data (for the year ended):
Revenues
Rental income ................................. $ 35,676 $ 6,122 $ 2,477 $ 2,436 $ 2,038
Tenant recoveries and other income ............ 4,538 496 32 48 217
-------- -------- -------- -------- --------
Total revenues .......................... 40,214 6,618 2,509 2,484 2,255
-------- -------- -------- -------- --------
Expenses
Property operating ............................ 9,632 728 31 42 43
General and administrative .................... 1,890 533 372 336 337
Interest ...................................... 12,207 2,855 1,246 1,267 1,098
Amortization of deferred financing costs ...... 423 64 13 13 9
Depreciation and other amortization ........... 6,285 1,267 554 554 467
Reformation costs (2) ......................... 637 -- -- -- --
Termination of advisory agreement (3) ......... -- 1,353 -- -- --
-------- -------- -------- -------- --------
Total expenses .......................... 31,074 6,800 2,216 2,212 1,954
-------- -------- -------- -------- --------
Income (loss) before equity in income of Service
Companies and minority interests .............. 9,140 (182) 293 272 301
Equity in income of Service Companies ............ 139 -- -- -- --
-------- -------- -------- -------- --------
Income (loss) before minority interests .......... 9,279 (182) 293 272 301
Minority interests ............................... (4,583) (785) -- -- --
-------- -------- -------- -------- --------
Net income (loss) ................................ 4,696 (967) 293 272 301
Preferred Share dividends ........................ (327) -- -- -- --
-------- -------- -------- -------- --------
Net income (loss) available to Common Shareholders $ 4,369 $ (967) $ 293 $ 272 $ 301
======== ======== ======== ======== ========
Earnings (loss) per Common Share
Basic ........................................ $ 0.48 $ (0.60) $ 0.21 $ 0.19 $ 0.21
======== ======== ======== ======== ========
Diluted ...................................... $ 0.47 $ (0.60) $ 0.21 $ 0.19 $ 0.21
======== ======== ======== ======== ========
Weighted average shares outstanding - basic ..... 9,099 1,601 1,420 1,420 1,420
Weighted average shares outstanding - diluted .... 19,237 1,601 1,420 1,420 1,420
13
1998(1) 1997(1) 1996 1995 1994
--------- --------- --------- --------- ---------
Balance Sheet Data (as of period end):
Commercial real estate properties, net ........ $ 546,887 $ 188,625 $ 23,070 $ 23,624 $ 24,179
Total assets .................................. $ 563,677 $ 193,534 $ 24,197 $ 24,779 $ 25,647
Mortgage loans payable ........................ $ 306,824 $ 114,375 $ 14,658 $ 14,916 $ 15,153
Total liabilities ............................. $ 317,700 $ 117,008 $ 15,026 $ 15,191 $ 15,620
Minority interests ............................ $ 77,196 $ 64,862 $ -- $ -- $ --
Shareholders' equity .......................... $ 168,781 $ 11,664 $ 9,171 $ 9,588 $ 10,026
Debt to market capitalization ................. 58.7% 53.1% 66.3% 68.9% 60.4%
Debt to undepreciated real estate assets ...... 55.1% 59.6% 58.6% 59.6% 60.5%
Other Financial Data (for the year ended):
Cash flows provided by (used in):
Operating activities ....................... $ 13,141 $ 3,216 $ 840 $ 678 $ 690
Investing activities ....................... $(183,928) $ 973 $ 127 $ (551) $ (9,511)
Financing activities ....................... $ 169,741 $ (1,052) $ (967) $ (1,001) $ 6,357
Funds from operations - basic (4) ............. $ 12,415 $ 1,718 $ 847 $ 827 $ 768
Funds from operations - diluted (4) ........... $ 16,154 $ 2,438 $ 847 $ 827 $ 768
Adjusted funds from operations - diluted (5) . $ 13,831 $ 2,143 $ 780 $ 760 $ 717
Cash dividends declared per Common Share ...... $ 0.66 $ 0.50 $ 0.50 $ 0.50 $ 0.85
Payout ratio (6) .............................. 74.63% 74.20% 83.83% 85.85% 157.16%
Interest coverage (7) ......................... 2.36 1.88 1.69 1.66 1.71
Ratio of earnings to combined fixed charges and
Preferred Share dividends .................. 1.33 0.75 1.23 1.21 1.27
Property Data (as of period end):
Number of properties owned .................... 57 17 7 7 7
Total rentable square feet owned (in thousands) 4,977 1,852 370 370 370
(1) Our selected financial data reported for 1998 and 1997 is not comparative to
the other years reported due to our growth resulting from property
acquisitions and other changes in our organization (see Overview in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations").
(2) Reflects a non-recurring expense of $637 associated with our reformation
as a Maryland REIT during the first quarter of 1998. We have eliminated
this transaction in determining funds from operations since it is not
expected to have a continuing impact.
(3) Reflects a non-recurring expense of $1,353 associated with the termination
of an advisory agreement during the fourth quarter of 1997. We have
eliminated this transaction in determining funds from operations since it is
not expected to have a continuing impact.
(4) We consider Funds from Operations ("FFO") to be meaningful to investors as a
measure of the financial performance of an equity REIT when considered with
the financial data presented under generally accepted accounting principles
("GAAP"). Under the National Association of Real Estate Investment Trusts'
("NAREIT") definition, FFO means net income (loss) computed using generally
accepted accounting principles, excluding gains (or losses) from debt
restructuring and sales of property, plus real estate-related depreciation
and amortization and after adjustments for unconsolidated partnerships and
joint ventures. Further, if the conversion of securities into Common Shares
is dilutive, we exclude any GAAP income allocated to these securities in
computing FFO. The FFO we present may not be comparable to the FFO of other
REITs since they may interpret the current NAREIT definition of FFO
differently or they may not use the current NAREIT definition of FFO. FFO is
not the same as cash generated from operating activities or net income
determined in accordance with GAAP. FFO is not necessarily an indication of
our cash flow available to fund cash needs. Additionally, it should not be
used as an alternative to net income when evaluating our financial
performance or to cash flow from operating, investing and financing when
evaluating our liquidity or ability to make cash distributions or pay debt
service.
(5) We compute adjusted funds from operations-diluted by subtracting
straight-line rent adjustments and recurring capital improvements from funds
from operations-diluted.
(6) We compute payout ratio by dividing totaling dividends and distributions
reported for the year by funds from operations-diluted.
(7) We compute interest coverage by dividing earnings before interest,
depreciation and amortization by interest expense. We compute earnings
before interest, depreciation and amortization by subtracting property
operating and general and administrative expenses from the sum of total
revenues and equity in income of Service Companies.
14
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Over the last two years, we completed a significant number of
acquisitions. Our portfolio consisted of seven retail properties as of December
31, 1996. At that time, we relied on an external advisory agreement for all of
our management and administrative needs. In October 1997, we acquired ten office
properties from the Shidler Group and terminated the external advisory
agreement. During 1998, we acquired 38 office and two retail properties,
including 12 office and two retail properties from Constellation. We financed
these acquisitions using debt and issuing Common Shares, Preferred Shares and
ownership interests in Corporate Office Properties, L.P., our Operating
Partnership. To accommodate our growth and changing needs as an organization, we
hired management and other staff. Our geographical and product concentration
also changed substantially as a result of these acquisitions. In 1996, we
derived all of our rental revenue from our retail properties in the Midwest
region of the United States. In 1998, we derived 93% of our rental revenue from
our properties in the Mid-Atlantic region of the United States, most of which
are office properties. As of December 31, 1998, our portfolio included 57
commercial real estate properties leased for office and retail purposes. Due to
these significant changes, our results of operations changed dramatically.
We conduct almost all of our operations through our Operating Partnership,
of which we are the managing general partner. The Operating Partnership owns
real estate both directly and through subsidiaries. The Operating Partnership
also owns the principal economic interest and, collectively with our Chief
Executive Officer and Chief Operating Officer, 49.5% of the voting common stock
of Corporate Office Management, Inc. ("COMI"). We refer to COMI and its
subsidiaries as the "Service Companies". Interests in our Operating Partnership
are in the form of Common and Preferred Units. As of December 31, 1998, we owned
approximately 85% of the outstanding Common Units and approximately 32% of the
outstanding Preferred Units. The remaining Common and Preferred Units in our
Operating Partnership were owned by third parties, which included certain of our
officers and Trustees. If all Preferred Units were converted into Common Units,
we would have owned approximately 62% of the Common Units as of December 31,
1998. In 1998, we increased our ownership of the Operating Partnership
substantially by contributing proceeds from our Common Share offering on April
27, 1998 and assets acquired from Constellation into the Operating Partnership
in exchange for Common and Preferred Units.
In this section, we discuss our financial condition and results of
operations for 1998 and 1997. This section includes discussions on:
o why various components of our Consolidated Statements of Operations
changed from 1997 to 1998 and from 1996 to 1997,
o what our primary sources and uses of cash were in 1998,
o how we raised cash for acquisitions and other capital expenditures during
1998,
o how we intend to generate cash for future capital expenditures, and
o the computation of our funds from operations for 1998, 1997 and 1996.
It may be helpful as you read this section to refer to our consolidated
financial statements and selected financial data table.
This section contains "forward-looking" statements, as defined in the
Private Securities Litigation Reform Act of 1995, that are based on our current
expectations, estimates and projections. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements are not guarantees of future
performance, events or results and involve potential risks and uncertainties.
Accordingly, actual results may differ materially. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important facts that may affect these expectations, estimates or
projections include, but are not limited to: our ability to borrow on favorable
terms; general economic and business conditions, which will, among other
15
things affect office property demand and rents, tenant creditworthiness and
financing availability; adverse changes in the real estate markets including,
among other things, competition with other companies; risks of real estate
acquisition and development; governmental actions and initiatives and
environmental requirements.
Results of Operations
Comparison of the Years Ended December 31, 1998 and 1997:
Our 1998 total revenues increased $33.6 million or 508% from 1997. Of this
increase, $29.6 million was generated by rental income and $4.0 million by
tenant recoveries and other income. Tenant recovery income includes payments
from tenants as reimbursement for property taxes, insurance and other property
operating expenses. Our growth in revenues was due mostly to our property
acquisitions in 1998 and the impact of a full year of operations for the
properties we acquired from the Shidler Group in October 1997.
Our 1998 property operating expenses and depreciation and amortization
increased $13.9 million or 698% from 1997 due mostly to our property
acquisitions. Our 1998 interest expense and amortization of deferred financing
costs increased $9.7 million or 333% from 1997 because of our borrowings and
assumptions of debt needed to finance property acquisitions.
Our 1998 general and administrative expenses increased $1.4 million or
255% from 1997. Of this increase, $282,000 are costs we expensed in exploring
possible property acquisitions that did not occur. The remaining increase is due
mostly to our property acquisitions and our conversion from an
externally-advised REIT to a full-service REIT. During 1996 and through
September 1997, we functioned operationally as an externally-advised REIT. When
we completed the property acquisitions from the Shidler Group in October 1997,
we hired management and other staff so that we could operate as a full-service
REIT. In September 1998, we entered into a management relationship with COMI in
connection with our acquisition of properties from Constellation. As a result of
this relationship, we added management and other staffing functions to further
expand our capabilities and support our growing portfolio of properties.
Our 1998 total expenses increased $24.3 million or 357% from 1997 due
mostly to the effects of the increases in property operating expenses and
depreciation and amortization, interest expense and amortization of deferred
finance costs and general and administrative expenses described above. In
addition to these items, our 1998 expenses included $637,000 in costs associated
with our reformation into a Maryland REIT in March 1998. Our 1997 expenses
included $1.4 million in costs to terminate an advisory agreement in connection
with our conversion from an externally-advised REIT to a full-service REIT.
Our 1998 income before minority interests also includes our equity in
income from the Service Companies, which were established in 1998. These Service
Companies are not included as consolidated subsidiaries in our financial
statements.
As a result of the above factors, our 1998 income before minority
interests increased by $9.5 million from 1997. Our 1998 income allocation to
minority interests increased $3.8 million or 484% from 1997. The amounts
reported for minority interests on our Consolidated Statements of Operations
represent the portion of the Operating Partnership's net income not allocated to
us. Minority interests resulted from our creation of the Operating Partnership
in October 1997. The percentage of income allocated to minority interests
decreased during 1998 as our percentage ownership of the Operating Partnership
increased. The increase in income allocated to minority interests in 1998 from
1997 is due to the effects of the minority interests being in place for the
entire year, offset by the decreased percentage of income allocated to minority
interests later in the year.
Our 1998 income available to Common Shareholders increased $5.3 million
from 1997 due to the factors discussed above partially offset by $327,000 in
dividends declared on our Series A Convertible Preferred Shares of beneficial
interest ("Preferred Shares") issued in 1998. Our 1998 diluted earnings per
Common Share increased $1.07 per share from 1997 due to the effect of the
increase in net income being proportionately greater than the effects of the
issuance of our Common Shares and Preferred and Common Units in the Operating
16
Partnership in October 1997, our share offering in April 1998, the issuance of
our Common Shares in connection with the Constellation Transaction and the
issuance of Common Units in our Operating Partnership in October 1998.
Comparison of the Years Ended December 31, 1997 and 1996:
Our 1997 total revenues increased $4.1 million or 164% from 1996. Of this
increase, $3.6 million was generated by rental income and $464,000 by tenant
recoveries and other income. Our growth in revenues was due mostly to the ten
office properties we acquired from the Shidler Group in October 1997.
Our 1997 property operating expenses and depreciation and amortization
increased by $1.4 million or 241% from 1996 due mostly to our property
acquisitions. Our 1997 interest expense and amortization of deferred financing
costs increased $1.7 million or 132% from 1996 because of our assumption of debt
needed to finance property acquisitions.
Our 1997 general and administrative expenses increased $161,000 or 43%
from 1996 due mostly to our property acquisitions and our conversion from an
externally-advised REIT to a full-service REIT.
Our 1997 total expenses increased $4.6 million or 207% from 1996 due
mostly to the effects of the increases in property operating expenses and
depreciation and amortization, interest expense and amortization of deferred
finance costs and increases in general and administrative expenses described
above. In addition to these items, our 1997 expenses included $1.4 million in
costs to terminate the advisory agreement.
As a result of the above factors, we incurred a $182,000 loss before
minority interests in 1997.
We incurred a $967,000 net loss available to Common Shareholders in 1997
due to the factors discussed above and the allocation of income to minority
interests resulting from our creation of the Operating Partnership in October
1997. We incurred a $0.60 diluted loss per Common Share in 1997 due to the
factors discussed above and the issuance of our Common Shares and Preferred
Units and Common Units in the Operating Partnership in October 1997.
Liquidity and Capital Resources
Capitalization
Historically, cash provided from operations represented our primary source
of liquidity to fund distributions, pay debt service and fund working capital
requirements. We expect to continue to meet our short-term capital needs from
property cash flow, including all property expenses, general and administrative
expenses, dividend and distribution requirements and recurring capital
improvements and leasing commissions. We do not anticipate borrowing to meet
these requirements.
On April 27, 1998, we completed the sale of 7,500,000 Common Shares to the
public at a price of $10.50 per share. In connection with the share offering,
our Common Shares were listed on the New York Stock exchange under the symbol
"OFC". Our net proceeds from the share offering totaled $72.7 million. We used
the net proceeds to acquire 7,500,000 Common Units in our Operating Partnership.
On May 28, 1998, we obtained a $100.0 million recourse revolving credit
facility from Bankers Trust Company. We used proceeds from the revolving credit
facility throughout 1998 to fund property acquisitions. This loan bears interest
at a variable rate of LIBOR plus 1.75% and provides for monthly payments of
interest only. The loan also requires that we pay a quarterly fee of 0.25% per
annum on the difference between $100.0 million and the outstanding balance. This
loan matures on May 28, 2000 and may be extended one year. We have mortgaged 22
of our properties as collateral for this loan. This loan and our term credit
facility with Bankers Trust Company are cross-defaulted, which means that a
default on the terms of one of the loans triggers
17
a default of the other loan. The terms of the revolving credit facility require
that we comply with a number of restrictive financial covenants. At February 23,
1999, the maximum amount available under this loan was $100.0 million, of which
$12.1 million was unused.
On October 22, 1998, we obtained an $85.0 million loan from Teachers
Insurance and Annuity Association of America ("TIAA"). TIAA advanced $76.2
million of this loan on October 22, 1998 and $8.8 million on December 31, 1998.
The proceeds from this loan were used mostly to repay certain debt assumed in
our property acquisitions and a portion of the revolving credit facility. This
loan bears interest at a fixed rate of 6.89% per annum and provides for monthly
payments of principal and interest of $595,000. This loan matures on November 1,
2008 and may not be prepaid prior to November 30, 2003. We have mortgaged nine
of our properties as collateral for this loan.
During 1998, we acquired 40 operating properties and three land parcels
for an aggregate acquisition cost of $357.3 million. Of the 40 operating
properties acquired, 30 are located in the Baltimore/Washington Corridor and ten
in New Jersey. The land parcels are located in the Baltimore/Washington
Corridor. The operating property acquisitions increased our rentable square
footage by approximately 3.1 million. We also acquired a 75% interest in a real
estate management services entity and certain equipment, furniture, and other
assets related to Constellation Real Estate, Inc. for $2.5 million. These
acquisitions were financed by:
o assuming $66.5 million in mortgage loans,
o issuing 7,030,793 of our Common Shares, valued at $73.8 million ($10.50
per share), less $505,000 in share issuance costs,
o issuing 984,308 of our Preferred Shares, valued at $24.6 million ($25.00
per share),
o issuing 148,381 Common Units in our Operating Partnership, valued at $1.6
million ($10.50 per share), and
o using $193.3 million in cash.
Our April 1998 share offering, the revolving credit facility and the loan
from TIAA provided the cash used for our acquisitions.
During 1998, we began construction of new buildings on two of the land
parcels we acquired that are estimated upon completion to total 198,000 square
feet. We also began a project that is expected to expand the rentable square
footage of one of our properties by 6,300 square feet.
On January 5, 1999, we entered into an interest rate swap agreement with
Bankers Trust Company. This swap agreement fixes our one-month LIBOR base to
5.085% per annum on a notional amount of $30.0 million through May 2001.
On January 13, 1999, we entered into a $9.8 million construction loan with
FMB Bank to finance the construction of a building. This loan has an interest
rate of LIBOR plus 1.6%. This loan matures on February 1, 2001 and may be
extended for a one-year period, subject to certain conditions.
On January 22, 1999, we sold a retail property located in Westminster,
Maryland. We sold the property for $18.9 million, of which $9.5 million was used
to pay off the mortgage loan payable on the property, $283,000 was placed in
escrow, $272,000 was paid to the buyer for operating pro rations, $144,000 was
used to pay our closing costs and $8.7 million was used to pay down our
revolving credit facility. We recognized no gain or loss on the sale.
On February 8, 1999, we entered into a $10.9 million construction loan
with Provident Bank of Maryland to finance the construction of a building. This
loan has an interest rate of LIBOR plus 1.75%. This loan matures on February 8,
2001 and may be extended for a one-year period, subject to certain conditions.
18
On February 26, 1999, we acquired a 68,000 square foot office building
located in Linthicum, Maryland. We acquired the property for $6.8 million,
including $201,000 in transaction costs, using $6.7 million in borrowings under
our revolving credit facility and using cash reserves for the balance.
We have no contractual obligations for property acquisitions or material
capital costs, other than completing the two development projects mentioned
above and tenant improvements in the ordinary course of business. We expect to
meet our long-term capital needs through a combination of cash from operations,
additional borrowings and additional equity issuances of Common Shares,
Preferred Shares, Common Units and/or Preferred Units.
We are under contract to sell three of our retail properties. The
contracted sale price for these properties is $14.5 million.
Statement of Cash Flows
We generated net cash flow from operations of $13.1 million in 1998, an
increase of $9.9 million from 1997. Our increase in cash flows from operations
is due mostly to income generated from our newly-acquired properties. Our 1998
net cash flow used in investing activities increased $184.9 million from 1997
due mostly to the larger volume of property acquisitions. Our 1998 net cash flow
provided by financing activities increased $170.8 million from 1997 due mostly
to borrowings obtained or assumed to finance property acquisitions and proceeds
from the April 1998 stock offering.
Funds From Operations
We consider Funds from Operations ("FFO") to be meaningful to investors as
a measure of the financial performance of an equity REIT when considered with
the financial data presented under generally accepted accounting principles
("GAAP"). Under the National Association of Real Estate Investment Trusts'
("NAREIT") definition, FFO means net income (loss) computed using generally
accepted accounting principles, excluding gains (or losses) from debt
restructuring and sales of property, plus real estate-related depreciation and
amortization and after adjustments for unconsolidated partnerships and joint
ventures. Further, if the conversion of securities into common shares is
dilutive, we exclude any GAAP income allocated to these securities in computing
FFO. The FFO we present may not be comparable to the FFO of other REITs since
they may interpret the current NAREIT definition of FFO differently or they may
not use the current NAREIT definition of FFO. FFO is not the same as cash
generated from operating activities or net income determined in accordance with
GAAP. FFO is not necessarily an indication of our cash flow available to fund
cash needs. Additionally, it should not be used as an alternative to net income
when evaluating our financial performance or to cash flow from operating,
investing and financing when evaluating our liquidity or ability to make cash
distributions or pay debt service. Our FFO for 1998, 1997 and 1996 are
summarized in the following table.
19
For the year ended December 31,
---------------------------------
(Dollars and shares in thousands)
1998 1997 1996
-------- -------- --------
Income (loss) before minority interests ...... $ 9,279 $ (182) $ 293
Add: Nonrecurring charges
Reformation costs .......................... 637 -- --
Advisory Agreement termination cost ........ -- 1,353 --
Add: Real estate related depreciation and
amortization .............................. 6,238 1,267 554
Less: Preferred Unit distributions ........... (3,412) (720) --
Less: Preferred Share dividends .............. (327) -- --
-------- -------- --------
Funds from operations ........................ 12,415 1,718 847
Add: Preferred Unit distributions ............ 3,412 720 --
Add: Preferred Share dividends ............... 327 -- --
-------- -------- --------
Funds from operations - diluted .............. 16,154 2,438 847
Less: Straight line rent adjustments ......... (1,785) (295) (67)
Less: Recurring capital improvements ......... (538) -- --
-------- -------- --------
Adjusted funds from operations - diluted ..... $ 13,831 $ 2,143 $ 780
======== ======== ========
Weighted average Common Shares ............... 9,099 1,601 1,420
Conversion of Common Units ................... 2,614 552 --
-------- -------- --------
Weighted average Common Shares/Units - basic . 11,713 2,153 1,420
Assumed conversion of share options .......... 24 -- --
Conversion of Preferred Shares ............... 449 -- --
Conversion of Preferred Units ................ 7,500 1,602 --
-------- -------- --------
Weighted average Common Shares/Units - diluted 19,686 3,755 1,420
======== ======== ========
Inflation
We have not been significantly impacted by inflation during the periods
presented in this report. This is mostly because of the relatively low inflation
rates in our markets. Most of our tenants are contractually obligated to pay
their share of operating expenses, thereby reducing exposure to increases in
such costs resulting from inflation.
Impact of the Year 2000 Issue
Many older computer software programs refer to years in terms of their
final two digits only. Such programs may interpret the year 2000 to mean the
year 1900 instead. If not corrected, this could result in a system failure or
miscalculations causing disruption of operations, including a temporary
inability to process transactions, prepare financial statements, send invoices
or engage in similar normal business activity.
Our accounting software package was certified as Year 2000 compliant by
its manufacturer. Accordingly, we do not anticipate problems in processing the
billing and collection of revenue, the payment of expenditures, the recording of
financial transactions, the preparation of financial statements and maintaining
and generating system driven managerial information. Our information technology
and accounting groups are conducting internal tests to ensure compliance. This
testing process is estimated to be completed by the second quarter of 1999. Our
accounting department has developed a plan that will enable a certain amount of
manual processing to take place in the unlikely event that problems arise with
our accounting software.
20
Our property management team has been continually evaluating the impact of
the Year 2000 Issue on the various facets of property operating systems since
the beginning of 1998. This evaluation process will continue through the second
quarter of 1999. Based on the current status of this evaluation process, we do
not anticipate any material adverse consequences on property operations. Our
property management team has alternative plans in place to address unexpected
problems that may arise with the property operating systems. Additional property
management staff will also be on-call to respond to any such problems on January
1, 2000.
We rely on third party suppliers for a number of key services.
Interruption of supplier operations due to the Year 2000 Issue could affect our
operations. We also are dependent upon our tenants for revenue and cash flow.
Interruptions in tenant operations due to the Year 2000 Issue could result in
reduced revenue, increased receivable levels and cash flow reductions. Our
property management team is in the process of contacting significant tenants and
suppliers to discuss Year 2000 readiness. Management is being continually
updated on the status of this process, which is estimated to be completed by the
second quarter of 1999.
Based on information currently available from our internal assessment,
management does not expect significant incremental costs associated with our
Year 2000 activities during 1999. We will also evaluate Year 2000 issues for all
future property acquisitions and development.
Recent Accounting Pronouncements
In March 1998, the FASB's Emerging Issues Task Force reached consensus on
Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs
Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11,
effective March 19, 1998, requires that internal costs of pre-acquisition
activities incurred in connection with the acquisition of an operating property
should be expensed as incurred. We do not incur significant internal costs from
pre-acquisition activities; therefore the adoption of EITF 97-11 did not have a
material effect on our Consolidated Statements of Operations.
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging
Activities". This statement is effective for financial statements for all fiscal
quarters of fiscal years beginning after June 15, 1999. Accordingly, we plan to
adopt this standard beginning January 1, 2000. SFAS 133 establishes accounting
and reporting standards for derivative financial instruments and for hedging
activities. It requires that an entity recognize all derivatives as assets or
liabilities in the balance sheet and measure those instruments at fair value,
unless certain conditions are met that allow the entity to designate certain
derivatives as a hedge. We have not yet determined the impact of the adoption of
this standard.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to certain market risks, the most predominant of which is
changes in interest rates. Increases in interest rates can result in increased
interest expense under our revolving credit facility and our other mortgage
loans payable carrying variable interest rate terms. Increases in interest rates
can also result in increased interest expense when our mortgage loans payable
carrying fixed interest rate terms mature and need to be refinanced.
Based on our variable rate debt balances during the year ended December
31, 1998, our interest expense would have increased $246,000 if interest rates
were 1% higher.
On January 5, 1999, we entered into an interest rate swap agreement with
Bankers Trust Company that fixes our one-month LIBOR base to 5.085% per annum on
a notional amount of $30.0 million through May 2001. While this swap agreement
reduces the impact of an increase in interest rates, the nonperformance of
Bankers Trust Company in this swap agreement, while remote, could result in
material losses. We expect to continue to use such swap agreements to reduce the
impact of interest rate changes.
21
Item 8. Financial Statements and Supplementary Data
Financial statements required by this Item can be found beginning on page
F-2 of this Form 10-K and are deemed incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
After our acquisition of properties from the Shidler Group, we changed our
certifying accountant from Lurie, Besikof, Lapidus & Co., LLP ("Lurie") to
Coopers & Lybrand LLP ("C&L"). On October 31, 1997, our Board of Directors
appointed C&L as our independent public accountant for the year ending December
31, 1997.
We are not aware of any disagreements with Lurie during our two most
recent fiscal years and through October 31, 1997 on any matters of accounting
principles or practices, financial statement disclosures, or auditing scope and
procedures.
During 1998, C&L merged with Price Waterhouse LLP to become
PricewaterhouseCoopers LLP ("PwC"). We retained PwC as our certifying
accountant.
PART III
Item 10, 11, 12 & 13. Trustees and Executive Officers of the Registrant,
Executive Compensation, Security Ownership of Certain Beneficial Owners and
Management and Certain Relationships and Related Transactions
For the information required by Item 10, Item 11, Item 12 and Item 13, you
should refer to our definitive proxy statement relating to the 1998 Annual
Meeting of our Shareholders to be filed with the Securities and Exchange
Commission no later than 120 days after the end of the fiscal year covered by
this Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this Form 10-K:
1. Financial Statements. Audited balance sheets as of December 31, 1998
and 1997, and the related statements of operations, of shareholders'
equity, and of cash flows for each of the three years in the period
ended December 31, 1998 are filed as part of this Form 10-K. See
Index to Consolidated Financial Statements on Page F-1.
2. Financial Statement Schedule. Audited Schedule III - Real Estate and
Accumulated Depreciation is filed as part of this Form 10-K. See
Index to Financial Statements on Page F-1.
(b) We filed the following Current Reports on Form 8-K in the last quarter of
the year ended December 31, 1998:
1. Item 2 and Item 5 in connection with acquisition of real estate
properties and service businesses from Constellation dated October
13, 1998 and amended December 11, 1998 to include relevant financial
statements and pro forma financial information.
2. Item 2 in connection with acquisition of Riverwood building dated
October 28, 1998 and amended December 11, 1998 to include relevant
financial statements and pro forma financial information.
3. Item 2 in connection with acquisition of Centerpoint Properties
dated November 16, 1998 and amended January 14, 1999 to include
relevant financial statements and pro forma financial information.
(c) Exhibits. Refer to the Exhibit Index that follows.
22
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated January 31, 1998, among the
Registrant, the Maryland Company and the Company (filed with the
Trust's Registration Statement on Form S-4 (Commission File No.
333-45649) and incorporated herein by reference).
2.2 Assignment of Partnership Interests, dated April 30, 1998, between
Airport Square Limited Partnership, Airport Square Corporation, Camp
Meade Corporation and COPT Airport Square One LLC and COPT Airport
Square Two LLC. (filed with the Company's Current Report on Form 8-K
on May 14, 1998 and incorporated herein by reference).
2.3 Assignment of Purchase and Sale Agreement, dated April 30, 1998,
between Aetna Life Insurance Company and the Operating Partnership.
(filed with the Company's Current Report on Form 8-K on May 14, 1998
and incorporated herein by reference).
2.4 Assignment of Loan Purchase and Sale Agreement, dated April 30,
1998, between Constellation Real Estate, Inc. and the Operating
Partnership. (filed with the Company's Current Report on Form 8-K on
May 14, 1998 and incorporated herein by reference).
2.5 Purchase and Sale Agreement, dated April 1, 1998, between Aetna Life
Insurance Company and Airport Square Limited Partnership (filed
with the Company's Current Report on Form 8-K on May 14, 1998 and
incorporated herein by reference).
2.6.1 Loan Purchase and Sale Agreement, dated March 13, 1998, between
Aetna Life Insurance Company and Constellation Real Estate,
Inc. (filed with the Company's Current Report on Form 8-K on May 14,
1998 and incorporated herein by reference).
2.6.2 Amendment to Loan Purchase and Sale Agreement, dated April 16, 1998,
between Aetna Life Insurance Company and Constellation Real Estate,
Inc. (filed with the Company's Current Report on Form 8-K on May 14,
1998 and incorporated herein by reference).
2.7.1 Purchase and Sale Agreement, dated March 4, 1998, between 695 Rt. 46
Realty, LLC, 710 Rt. 46 Realty, LLC and COPT Acquisitions, Inc.
(filed with the Company's Current Report on Form 8-K on June 10,
1998 and incorporated herein by reference).
2.7.2 Letter Amendment to Purchase and Sale Agreement, dated March 26,
1998, between 695 Rt. 46 Realty, LLC, 710 Rt. 46 Realty, LLC and
COPT Acquisitions, Inc. (filed with the Company's Current Report on
Form 8-K on June 10, 1998 and incorporated herein by reference).
2.8.1 Contribution Agreement between the Company and the Operating
Partnership and certain Constellation affiliates (filed as
Exhibit A of the Company's Schedule 14A Information on June 26, 1998
and incorporated herein by reference).
2.8.2 First Amendment to Contribution Agreement, dated July 16, 1998,
between Constellation Properties, Inc. and certain entities
controlled by Constellation Properties, Inc. (filed with the
Company's Current Report on Form 8-K on October 13, 1998 and
incorporated herein by reference).
2.8.3 Second Amendment to Contribution Agreement, dated September 28,
1998, between Constellation Properties, Inc. and certain entities
controlled by Constellation Properties, Inc. (filed with the
Company's Current Report on Form 8-K on October 13, 1998 and
incorporated herein by reference).
23
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
2.9 Service Company Asset Contribution Agreement between the Company and
the Operating Partnership and certain Constellation affiliates
(filed as Exhibit B of the Company's Schedule 14A Information on
June 26, 1998 and incorporated herein by reference).
2.10.1 Option Agreement, dated May 14, 1998, between the Operating
Partnership and NBP-III, LLC (a Constellation affiliate)
(filed as Exhibit C of the Company's Schedule 14A Information on
June 26, 1998 and incorporated herein by reference).
2.10.2 First Amendment to Option Agreement, dated June 22, 1998, between
the Operating Partnership and NBP-III, LLC (a Constellation
affiliate) (filed as Exhibit E of the Company's Schedule 14A
Information on June 26, 1998 and incorporated herein by reference).
2.11.1 Option Agreement, dated May 14, 1998, between the Operating
Partnership and Constellation Gatespring II, LLC (a Constellation
affiliate) (filed as Exhibit D of the Company's Schedule 14A
Information on June 26, 1998 and incorporated herein by reference).
2.11.2 First Amendment to Option Agreement, dated June 22, 1998, between
the Operating Partnership and Constellation Gatespring II, LLC (a
Constellation affiliate) (filed as Exhibit F of the Company's
Schedule 14A Information on June 26, 1998 and incorporated herein by
reference).
2.12 Option Agreement, dated September 28, 1998, between Jolly Acres
Limited Partnership, Arbitrage Land Limited Partnership and the
Operating Partnership (filed with the Company's Current Report on
Form 8-K on October 13, 1998 and incorporated herein by reference).
2.13 Right of First Refusal Agreement, dated September 28, 1998, between
Constellation Properties, Inc. and the Operating Partnership (filed
with the Company's Current Report on Form 8-K on October 13, 1998
and incorporated herein by reference).
2.14 Right of First Refusal Agreement, dated September 28, 1998, between
257 Oxon, LLC and the Operating Partnership (filed with the
Company's Current Report on Form 8-K on October 13, 1998 and
incorporated herein by reference).
2.15 Development Property Acquisition Agreement, dated May 14, 1998,
between the Operating Partnership and CPI Piney Orchard Village
Center, Inc. (a Constellation affiliate) (filed as Exhibit H of the
Company's Schedule 14A Information on June 26, 1998 and incorporated
herein by reference).
2.16 Contribution Agreement, dated September 30, 1998, between COPT
Acquisitions, Inc. and M.O.R. XXIX Associates Limited
Partnership (filed with the Company's Current Report on Form 8-K on
October 28, 1998 and incorporated herein by reference).
2.17 Purchase and Sale Agreement, dated September 30, 1998, between New
England Life Pension Properties II: A Real Estate Limited
Partnership and COPT Acquisitions, Inc. (filed with the Company's
Current Report on Form 8-K on October 28, 1998 and incorporated
herein by reference).
24
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
2.18.1 Sale-Purchase Agreement, dated August 20, 1998 between South
Middlesex Industrial Park Associates, L.P. and SM Monroe Associates
and COPT Acquisitions, Inc. (filed with the Company's Current Report
on Form 8-K on October 28, 1998 and incorporated herein by
reference).
2.18.2 First Amendment to Sale-Purchase Agreement, dated October 30, 1998,
between South Middlesex Industrial Park Associates, L.P. and SM
Monroe Associates, L.P. and COPT Acquisitions, Inc. (filed with the
Company's Current Report on Form 8-K on November 16, 1998 and
incorporated herein by reference).
2.19 Contribution Agreement, dated December 31, 1998, between the
Operating Partnership and M.O.R. 44 Gateway Associates L.P., RA &
DM, Inc. and M.R.U. L.P. (filed with the Company's Current Report on
Form 8-K on January 14, 1999 and incorporated herein by reference).
2.20.1 Purchase and Sale Agreement, dated December 31, 1998, between
Metropolitan Life Insurance Company and Corporate Office
Acquisitions, Inc. (filed with the Company's Current Report on Form
8-K on January 14, 1999 and incorporated herein by reference).
2.20.2 Amendment to Purchase and Sale Agreement, dated December 31, 1998,
between Metropolitan Life Insurance Company, DPA/Gateway L.P.,
Corporate Office Acquisitions, Inc., COPT Gateway, LLC and the
Operating Partnership (filed with the Company's Current Report on
Form 8-K on January 14, 1999 and incorporated herein by reference).
3.1 Amended and Restated Declaration of Trust of Registrant (filed with
the Registrant's Registration Statement on Form S-4 (Commission File
No. 333-45649) and incorporated herein by reference).
3.2 Bylaws of Registrant (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
4.1 Form of certificate for the Registrant's Common Shares of Beneficial
Interest, $0.01 par value per share (filed with the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-45649)
and incorporated herein by reference).
4.2 Amended and Restated Registration Rights Agreement, dated March 16,
1998, for the benefit of certain shareholders of the Company
(filed with the Company's Quarterly Report on Form 10-Q on August
12, 1998 and incorporated herein by reference).
4.3 Articles Supplementary of Corporate Office Properties Trust Series A
Convertible Preferred Shares, dated September 28, 1998 (filed
with the Company's Current Report on Form 8-K on October 13, 1998
and incorporated herein by reference).
4.4.1 Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated March 16, 1998 (filed with the Company's
Quarterly Report on Form 10-Q on August 12, 1998 and incorporated
herein by reference).
4.4.2 First Amendment to Amended and Restated Limited Partnership
Agreement of the Operating Partnership, dated September 28,
1998 (filed with the Company's Current Report on Form 8-K on October
13, 1998 and incorporated herein by reference).
25
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
4.4.3 Second Amendment to Amended and Restated Limited Partnership
Agreement of the Operating Partnership, dated October 13, 1998
(filed with the Company's Current Report on Form 8-K on October 28,
1998 and incorporated herein by reference).
4.4.4 Third Amendment to Amended and Restated Limited Partnership
Agreement of the Operating Partnership, dated December 31,
1998 (filed with the Company's Current Report on Form 8-K on January
14, 1999 and incorporated herein by reference).
4.5 Registration Rights Agreement, dated September 28, 1998, for the
benefit of certain shareholders of the Company.
10.1 Clay W. Hamlin III Employment Agreement, dated October 14, 1997,
with the Operating Partnership (filed with the Company's Current
Report on Form 8-K on October 29, 1997, and incorporated herein by
reference).
10.2 Employment Agreement, dated October 20, 1997, between the Operating
Partnership and Thomas D. Cassel (filed with the Company's Annual
Report on Form 10-K on March 25, 1998 and incorporated herein by
reference).
10.3 Employment Agreement, dated September 28, 1998, between Corporate
Office Management, Inc. and Randall M. Griffin (filed with the
Company's Current Report on Form 8-K on October 13, 1998 and
incorporated herein by reference).
10.4 Employment Agreement, dated September 28, 1998, between Corporate
Office Management, Inc. and Roger A. Waesche, Jr. (filed with the
Company's Current Report on Form 8-K on October 13, 1998 and
incorporated herein by reference).
10.5 Management Agreement between Registrant and Glacier Realty, LLC
(filed with the Company's Current Report on Form 8-K on October 29,
1997, and incorporated herein by reference).
10.6 Senior Secured Credit Agreement, dated October 13, 1997, (filed with
the Company's Current Report on Form 8-K on October 29, 1997, and
incorporated herein by reference).
10.7 Corporate Office Properties Trust 1998 Long Term Incentive Plan
(filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by
reference).
10.8 Stock Option Plan for Directors (filed with Royale Investments,
Inc.'s Form 10-KSB for the year ended December 31, 1993 (Commission
File No. 0-20047) and incorporated herein by reference).
10.9 Lease Agreement between Blue Bell Investment Company, L.P. and
Unisys Corporation dated March 12, 1997 with respect to lot A (filed
with the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-45649) and incorporated herein by reference).
10.10 Lease Agreement between Blue Bell Investment Company, L.P. and
Unisys Corporation, dated March 12, 1997, with respect to lot B
(filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by
reference).
10.11 Lease Agreement between Blue Bell Investment Company, L.P. and
Unisys Corporation, dated March 12, 1997, with respect to lot C
(filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by
26
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
reference).
10.12 Senior Secured Revolving Credit Agreement, dated May 28, 1998,
between the Company, the Operating Partnership, Any Mortgaged
Property Subsidiary and Bankers Trust Company (filed with the
Company's Current Report on Form 8-K on June 10, 1998 and
incorporated herein by reference).
10.13 Secured Promissory Note, dated April 29, 1997, between 710 Rt. 46
Realty, LLC and Life Investors Insurance Company of America
(filed with the Company's Current Report on Form 8-K on June 10,
1998 and incorporated herein by reference).
10.14 Mortgage and Security Agreement, dated April 29, 1997, between 710
Rt. 46 Realty, LLC and Life Investors Insurance Company of America
(filed with the Company's Current Report on Form 8-K on June 10,
1998 and incorporated herein by reference).
10.15 Amended and Restated Deed of Trust Note, dated October 6, 1995,
between Cranberry-140 Limited Partnership and Security Life of
Denver Insurance Company (filed with the Company's Current Report on
Form 8-K on October 13, 1998 and incorporated herein by reference).
10.16.1 Promissory Note, dated September 15, 1995, between Tred Lightly
Limited Liability Company and Provident Bank of Maryland
(filed with the Company's Current Report on Form 8-K on October 13,
1998 and incorporated herein by reference).
10.16.2 Allonge to Promissory Note, dated September 28, 1998, between Tred
Lightly Limited Liability Company and Provident Bank of
Maryland (filed with the Company's Current Report on Form 8-K on
October 13, 1998 and incorporated herein by reference).
10.17.1 Third Loan Modification and Extension Agreeement, dated November 12,
1997, between St. Barnabus Limited Partnership, Constellation
Properties, Inc. and NationsBank, N.A. (filed with the Company's
Current Report on Form 8-K on October 13, 1998 and incorporated
herein by reference).
10.17.2 Fourth Loan Modification Agreement, dated September 28, 1998,
between St. Barnabus Limited Partnership, Constellation Properties,
Inc. and NationsBank, N.A. (filed with the Company's Current Report
on Form 8-K on October 13, 1998 and incorporated herein by
reference).
10.18.1 Deed of Trust Note, dated September 20, 1988, between Brown's Wharf
Limited Partnership and Mercantile-Safe Deposit and Trust Company
(filed with the Company's Current Report on Form 8-K on October 13,
1998 and incorporated herein by reference).
10.18.2 Extension Agreement and Allonge to Deed of Trust Note, dated July 1,
1994, between Brown's Wharf Limited Partnership and Mercantile-Safe
Deposit and Trust Company (filed with the Company's Current Report
on Form 8-K on October 13, 1998 and incorporated herein by
reference).
10.19 Consulting Services Agreement, dated April 28, 1998, between the
Company and Net Lease Finance Corp., doing business as Corporate
Office Services (filed with the Company's Current Report on Form 8-K
on October 13, 1998 and incorporated herein by reference).
27
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------
10.20 Project Consulting and Management Agreement, dated September 28,
1998, between Constellation Properties, Inc. and COMI (filed
with the Company's Current Report on Form 8-K on October 13, 1998
and incorporated herein by reference).
10.21 Promissory Note, dated October 22, 1998, between Teachers Insurance
and Annuity Association of America and the Operating Partnership
(filed with the Company's Quarterly Report on Form 10-Q on November
13, 1998 and incorporated herein by reference).
10.22 Indemnity Deed of Trust, Assignment of Leases and Rents and Security
Agreement, dated October 22, 1998, by affiliates of the Operating
Partnership for the benefit of Teachers Insurance and Annuity
Association of America (filed with the Company's Quarterly Report on
Form 10-Q on November 13, 1998 and incorporated herein by
reference).
10.23 Agreement for Services, dated September 28, 1998, between the
Company and Corporate Office Management, Inc.
10.24.1 Lease Agreement, dated September 28,1998, between St. Barnabus
Limited Partnership and Constellation Properties, Inc.
10.24.2 First Amendment to Lease, dated December 31, 1998, between St.
Barnabus, LLC and Constellation Properties, Inc.
10.25.1 Lease Agreement, dated August 3, 1998, between Constellation Real
Estate, Inc. and Constellation Properties, Inc.
10.25.2 First Amendment to Lease, dated December 30, 1998, between Three
Centre Park, LLC and Constellation Properties, Inc.
10.26.1 Lease Agreement, dated April 27, 1993, between Constellation
Properties, Inc. and Baltimore Gas and Electric Company.
10.26.2 First Amendment to Lease, dated December 9, 1998, between COPT
Brandon, LLC and Baltimore Gas and Electric Company.
21.1 Subsidiaries of Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CORPORATE OFFICE PROPERTIES TRUST
Date: March 30, 1999 By: /s/ Randall M. Griffin
-----------------------------------------
Randall M. Griffin
President and Chief Operating Officer
Date: March 30, 1999 By: /s/ Roger A. Waesche, Jr.
-----------------------------------------
Roger A. Waesche, Jr.
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Jay H. Shidler Chairman of the Board March 30, 1999
- ------------------------- and Trustee
(Jay H. Shidler)
/s/ Clay W. Hamlin, III Chief Executive Officer March 30, 1999
- -------------------------
(Clay W. Hamlin, III)
/s/ Randall M. Griffin President and Chief Operating March 30, 1999
- ------------------------- Officer
(Randall M. Griffin)
/s/ Roger A. Waesche, Jr. Senior Vice President and March 30, 1999
- ------------------------- Chief Financial Officer
(Roger A. Waesche, Jr.)
/s/ Vernon R. Beck Vice Chairman of the Board and March 30, 1999
- ------------------------- Trustee
(Vernon R. Beck)
/s/ Kenneth D. Wethe Trustee March 30, 1999
- -------------------------
(Kenneth D. Wethe)
/s/ Allen C. Gehrke Trustee March 30, 1999
- -------------------------
(Allen C. Gehrke)
/s/ William H. Walton Trustee March 30, 1999
- -------------------------
(William H. Walton)
/s/ Kenneth S. Sweet, Jr. Trustee March 30, 1999
- -------------------------
(Kenneth S. Sweet, Jr.)
/s/ Steven D. Kesler Trustee March 30, 1999
- -------------------------
(Steven D. Kesler)
/s/ Edward A. Crooke Trustee March 30, 1999
- -------------------------
(Edward A. Crooke)
29
CORPORATE OFFICE PROPERTIES TRUST
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants...........................................F-2
Consolidated Balance Sheets as of December 31, 1998 and 1997................F-3
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996..........................................F-4
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996..........................................F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996..........................................F-6
Notes to Consolidated Financial Statements..................................F-7
Schedule III - Real Estate and Accumulated Depreciation.....................F-26
F-1
Report of Independent Accountants
To the Board of Trustees and Shareholders of
Corporate Office Properties Trust
In our opinion, the accompanying consolidated financial statements listed in the
index appearing on page F-1 present fairly, in all material respects, the
financial position of Corporate Office Properties Trust (the "Company") at
December 31, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
[PricewaterhouseCoopers LLP (signed)]
1301 K Street NW, 800W
Washington, DC
February 24, 1999
F-2
Corporate Office Properties Trust
Consolidated Balance Sheets
(Dollars in thousands)
December 31,
----------------------
1998 1997
--------- ---------
Assets
Commercial real estate properties:
Operating properties, net $ 536,228 $ 188,625
Projects under construction 10,659 --
- --------------------------------------------------------------------------------------
Total commercial real estate properties, net 546,887 188,625
Cash and cash equivalents 2,349 3,395
Accounts receivable, net 2,986 78
Investment in and advances to Service Companies 2,351 --
Deferred rent receivable 2,263 479
Deferred charges, net 3,542 857
Prepaid and other assets 3,299 100
- --------------------------------------------------------------------------------------
Total assets $ 563,677 $ 193,534
======================================================================================
Liabilities and shareholders' equity
Liabilities:
Mortgage loans payable $ 306,824 $ 114,375
Accounts payable and accrued expenses 3,395 932
Rents received in advance and security deposits 2,789 425
Dividends/distributions payable 4,692 1,276
- --------------------------------------------------------------------------------------
Total liabilities 317,700 117,008
- --------------------------------------------------------------------------------------
Minority interests:
Preferred Units 52,500 52,500
Common Units 24,696 12,362
- --------------------------------------------------------------------------------------
Total minority interests 77,196 64,862
- --------------------------------------------------------------------------------------
Commitments and contingencies (Note 14)
Shareholders' equity:
Preferred Shares ($0.01 par value; 5,000,000 authorized);
1,025,000 designated as Series A Convertible Preferred
Shares of beneficial interest ($0.01 par value, 984,308
shares issued and outstanding at December 31, 1998) 10 --
Common Shares of beneficial interest ($0.01 par value;
45,000,000 authorized, shares issued and outstanding
of 16,801,876 at December 31, 1998 and 2,266,083 at
December 31, 1997) 168 23
Additional paid-in capital 175,802 16,620
Accumulated deficit (7,199) (4,979)
- --------------------------------------------------------------------------------------
Total shareholders' equity 168,781 11,664
- --------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 563,677 $ 193,534
======================================================================================
See accompanying notes to financial statements.
F-3
Corporate Office Properties Trust
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
For the years ended December 31,
--------------------------------
1998 1997 1996
--------------------------------
Revenues
Rental income $ 35,676 $ 6,122 $ 2,477
Tenant recoveries and other income 4,538 496 32
- -------------------------------------------------------------------------------------
Total revenues 40,214 6,618 2,509
- -------------------------------------------------------------------------------------
Expenses
Property operating 9,632 728 31
General and administrative 1,890 533 372
Interest 12,207 2,855 1,246
Amortization of deferred financing costs 423 64 13
Depreciation and other amortization 6,285 1,267 554
Reformation costs 637 -- --
Termination of advisory agreement -- 1,353 --
- -------------------------------------------------------------------------------------
Total expenses 31,074 6,800 2,216
- -------------------------------------------------------------------------------------
Income (loss) before equity in income of
Service Companies and minority interests 9,140 (182) 293
Equity in income of Service Companies 139 -- --
- -------------------------------------------------------------------------------------
Income (loss) before minority interests 9,279 (182) 293
Minority interests
Preferred Units (3,412) (720) --
Common Units (1,171) (65) --
- -------------------------------------------------------------------------------------
Net income (loss) 4,696 (967) 293
Preferred Share dividends (327) -- --
- -------------------------------------------------------------------------------------
Net income (loss) available to Common Shareholders $ 4,369 $ (967) $ 293
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Earnings (loss) per Common Share
Basic $ 0.48 $ (0.60) $ 0.21
Diluted $ 0.47 $ (0.60) $ 0.21
See accompanying notes to financial statements.
F-4
Corporate Office Properties Trust
Consolidated Statements of Shareholders' Equity
(Dollars in thousands)
Additional
Preferred Common Paid-in Accumulated
Shares Shares Capital Deficit Total
--------- --------- --------- --------- ---------
Balance at December 31, 1995 $ -- $ 14 $ 12,353 $ (2,779) $ 9,588
Net income -- -- -- 293 293
Dividends -- -- -- (710) (710)
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 -- 14 12,353 (3,196) 9,171
Common Shares issued in connection with property
acquisitions and advisory agreement termination
(846,083 Shares) -- 9 4,267 -- 4,276
Net loss -- -- -- (967) (967)
Dividends -- -- -- (816) (816)
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 -- 23 16,620 (4,979) 11,664
Common Shares issued to the public (7,500,000 Shares) -- 75 72,640 -- 72,715
Common Shares issued in connection with acquisitions
(7,030,793 Shares) -- 70 73,248 -- 73,318
Preferred Shares issued in connection with acquisitions
(984,308 Shares) 10 -- 24,598 -- 24,608
Adjustments to minority interests resulting from
changes in ownership of Operating Partnership by COPT -- -- (11,331) -- (11,331)
Exercise of share options (5,000 Common Shares) -- -- 27 -- 27
Net income -- -- -- 4,696 4,696
Dividends -- -- -- (6,916) (6,916)
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 $ 10 $ 168 $ 175,802 $ (7,199) $ 168,781
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-5
Corporate Office Properties Trust
Consolidated Statements of Cash Flows
(Dollars in thousands)
For the years ended December 31,
-----------------------------------
1998 1997 1996
--------- --------- ---------
Cash flows from operating activities
Net income (loss) $ 4,696 $ (967) $ 293
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Minority interests 4,583 785 --
Depreciation and amortization 6,285 1,267 554
Amortization of deferred financing costs 423 64 13
Equity in net income of Service Companies 139 -- --
Termination of advisory agreement -- 1,353 --
Amortization of marketable securities -- -- (26)
Increase in deferred rent receivable (1,784) (295) (67)
Increase in accounts receivable and prepaid and
other assets (4,286) (158) (19)
Increase in accounts payable, accrued expenses, rents
received in advance and security deposits 3,085 1,167 92
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 13,141 3,216 840
- --------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Purchases of and additions to commercial real estate properties (180,649) (506) --
Cash proceeds received from acquisition of properties -- 1,000 --
Purchase of marketable securities -- (1,375) (999)
Proceeds from maturity of marketable securities -- 1,854 1,126
Investments in and advances from Service Companies 10 -- --
Leasing commissions paid (1,468) -- --
Increase in prepaid and other assets (1,821) -- --
- --------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (183,928) 973 127
- --------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from mortgage loans payable 117,962 -- --
Repayments of mortgage loans payable (10,192) (283) (257)
Deferred financing costs paid (1,627) -- --
Net proceeds from issuance of Common Shares 72,742 -- --
Costs attributable to Common Shares issued (505) (59) --
Dividends paid (3,848) (710) (710)
Distributions paid (4,791) -- --
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 169,741 (1,052) (967)
- --------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,046) 3,137 --
Cash and cash equivalents
Beginning of year 3,395 258 258
- --------------------------------------------------------------------------------------------------------
End of year $ 2,349 $ 3,395 $ 258
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
F-6
Corporate Office Properties Trust
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)
1. Organization
Corporate Office Properties Trust ("COPT") and subsidiaries (the
"Company") is a full-service Real Estate Investment Trust ("REIT"). We focus
principally on the acquisition, development, management and ownership of
suburban office buildings in targeted suburban submarkets mostly in the
Mid-Atlantic region of the United States. COPT is qualified as a REIT as defined
in the Internal Revenue Code and is the successor to a corporation organized in
1988. As of December 31, 1998, our portfolio included 57 commercial real estate
properties leased for office and retail purposes.
We conduct almost all of our operations through our operating partnership,
Corporate Office Properties, L.P. (the "Operating Partnership"), for which we
are the managing general partner. The Operating Partnership owns real estate
both directly and through subsidiary partnerships and limited liability
companies ("LLCs"). The Operating Partnership also owns the principal economic
interest and, collectively with our Chief Executive Officer and Chief Operating
Officer, 49.5% of the voting stock of Corporate Office Management, Inc. ("COMI")
(together with its subsidiaries defined as the "Service Companies"). See Note 5
for a description of the activities of the Service Companies. A summary of our
Operating Partnership's forms of ownership and the percentage of those ownership
forms owned by COPT follows:
% Owned by
COPT
----------
Common Units (see Note 3) 85%
Series A Preferred Units (see Note 8) 100%
Initial Preferred Units (see Note 3) 0%
Throughout these consolidated financial statements, we use the term
"Preferred Units" to define the combination of both Series A Preferred Units and
Initial Preferred Units of our Operating Partnership. All Preferred Units are
convertible into Common Units in the Operating Partnership.
2. Basis of Presentation
We use two different accounting methods to report our investments in
entities: the consolidation method and the equity method.
Consolidation Method
We use the consolidation method when we own most of the outstanding voting
interests in an entity and can control its operations. This means the accounts
of the entity are combined with our accounts. We eliminate balances and
transactions between companies when we consolidate these accounts. Our
consolidated financial statements include the accounts of:
o COPT,
o the Operating Partnership and its subsidiary partnerships and LLCs, and
o Corporate Office Properties Holdings, Inc. (we own 100%).
F-7
Equity Method
We use the equity method of accounting to report our investment in the
Service Companies. Under the equity method, we report:
O our ownership interest in the Service Companies' capital as an investment
on our Consolidated Balance Sheets and
O our percentage share of the earnings or losses from the Service Companies
in our Consolidated Statements of Operations.
3. Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
Management makes estimates and assumptions when preparing financial
statements under generally accepted accounting principles. These estimates and
assumptions affect various matters, including:
o our reported amounts of assets and liabilities in our Consolidated Balance
Sheets at the dates of the financial statements,
o our disclosure of contingent assets and liabilities at the dates of the
financial statements, and
o our reported amounts of revenues and expenses in our Consolidated
Statements of Operations during the reporting periods.
These estimates involve judgements with respect to, among other things,
future economic factors that are difficult to predict and are often beyond
management's control. As a result, actual amounts could differ from these
estimates.
Commercial Real Estate Properties
We report commercial real estate properties at our depreciated cost. The
amounts reported for our commercial real estate properties include our costs of:
o acquisitions,
o development and construction,
o building and land improvements, and
o tenant improvements paid by us.
We capitalize interest expense, real estate taxes and other costs
associated with real estate under construction to the cost of the real estate.
We start depreciating newly-constructed properties when we place them in
service.
We depreciate our assets evenly over their estimated useful lives as
follows:
o Building and building improvements......40 years
o Land improvements.......................20 years
o Tenant improvements.....................Related lease terms
o Equipment and personal property.........3-5 years
We also apply the valuation requirements of Statement of Financial
Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of", to
F-8
our real estate assets. Under these requirements, we recognize an impairment
loss on a real estate asset if its undiscounted expected future cash flows are
less than its depreciated cost. We have not recognized impairment losses on our
real estate assets to date.
We expense property maintenance and repair costs when incurred.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments that
mature three months or less from when they are purchased. Cash equivalents are
reported at cost, which almost equals their fair value. We maintain our cash in
bank accounts which may exceed federally insured limits at times. We have not
experienced any losses in these accounts in the past and believe we are not
exposed to significant credit risk.
Accounts Receivable
Our accounts receivable are reported net of an allowance for bad debts of
$50 at December 31, 1998 and $0 at December 31, 1997.
Revenue Recognition
We recognize rental revenue evenly over the term of tenant leases. Many of
our leases include contractual rent increases. For these leases, we average the
rents over the lease term to evenly recognize revenues. We report revenues
recognized in advance of payments received as deferred rent receivable on our
Consolidated Balance Sheets. We report prepaid tenant rents as rents received in
advance on our Consolidated Balance Sheets.
Some of our retail tenants' leases provide for additional rental
payments if the tenants meet certain sales targets. We do not recognize
additional rental revenue under these leases in interim periods until the
tenants meet the sales targets.
We recognize tenant recovery income as revenue in the same period we
incur the related expenses. Tenant recovery income includes payments from
tenants as reimbursement for property taxes, insurance and other property
operating expenses.
Major Tenants
During 1998, 44% of our total rental revenue was earned from four major
tenants, 25% of which was earned from our single largest tenant, Unisys
Corporation. During 1997, 64% of our total rental revenue was earned from four
major tenants, each contributing 10% or more. During 1996, all of our total
rental revenue was earned from four major tenants, each contributing 20% or
more.
Geographical Concentration
From 1996 to 1998, our geographical concentration changed from the Midwest
region of the United States to the Mid-Atlantic region of the United States. In
1998, 93% of our rental revenue was derived from the Mid-Atlantic region of the
United States. In 1997, 59% of our rental revenue was derived from the
Mid-Atlantic region of the United States. In 1996, all of our rental revenue was
derived from our retail properties in the Midwest region of the United States.
Deferred Charges
We capitalize costs that we incur to obtain new tenant leases or extend
existing tenant leases. We amortize these costs evenly over the lease terms.
When tenant leases are terminated early, we expense any unamortized deferred
leasing costs associated with those leases.
F-9
We also capitalize costs for long-term financing arrangements and amortize
these costs over the loan terms.
Minority Interests
As discussed previously, we consolidate the accounts of our Operating
Partnership into our financial statements. However, we do not own 100% of the
Operating Partnership. The amounts reported for minority interests on our
Consolidated Balance Sheets represent the portion of the Operating Partnership's
equity that we do not own. The amounts reported for minority interests on our
Consolidated Statements of Operations represent the portion of the Operating
Partnership's net income not allocated to us.
Common Units of the Operating Partnership are substantially similar
economically to our Common Shares of beneficial interest ("Common Shares"). The
Common Units are also convertible into our Common Shares, subject to certain
conditions. We have accrued distributions related to Common Units owned by
minority interests of $488 at December 31, 1998 and $272 at December 31, 1997.
The owners of our Operating Partnership's Initial Preferred Units are
entitled to a 6.5% priority annual return. Income of our Operating Partnership
is also allocated to holders of Initial Preferred Units using the 6.5% priority
annual return. These units are convertible by unitholders at their option on or
after October 1, 1999, into Common Units on the basis of 3.5714 Common Units for
each Initial Preferred Unit, plus any accrued return. We have accrued
distributions related to Preferred Units owned by minority interests of $853 at
December 31, 1998 and $720 at December 31, 1997.
Income Taxes
We have elected to be treated as a REIT under Sections 856 through 860 of
the Internal Revenue Code. As a REIT, we generally will not be subject to
federal income tax if we distribute at least 95% of our REIT taxable income to
our shareholders and satisfy certain other requirements. As a result, we do not
report income tax expense on our Consolidated Statements of Operations. If we
fail to qualify as a REIT in any tax year, we will be subject to federal income
tax on our taxable income at regular corporate rates.
For federal income tax purposes, dividends to shareholders may be
characterized as ordinary income, return of capital (which is generally
non-taxable) or capital gains. The characterization of dividends declared during
each of the last three years was as follows:
1998 1997 1996
------ ------ ------
Ordinary income per share $0.511 $0.225 $0.200
Return of capital per share 0.149 0.275 0.300
------ ------ ------
Total dividends per share $0.660 $0.500 $0.500
====== ====== ======
We are subject to certain state and local income and franchise taxes. The
expense associated with these state and local taxes is included in general and
administrative expense on our Consolidated Statements of Operations. We did not
separately state these amounts on our Consolidated Statements of Operations
because they are insignificant.
Earnings Per Share ("EPS")
We present both basic and diluted EPS. We compute basic earnings per share
by dividing income available to common shareholders by the weighted-average
number of Common Shares outstanding during the period. Our computation of
diluted EPS is similar except that:
F-10
o the denominator is increased to include the weighted average number of
potential additional Common Shares that would have been outstanding if
securities that are convertible into our Common Shares were converted and
o the numerator is adjusted to add back any convertible preferred dividends
and any other changes in income or loss that would result from the assumed
conversion into Common Shares.
Our computation of diluted EPS does not assume conversion of securities
into our Common Shares if conversion of those securities would increase our
diluted EPS in a given period. A summary of the numerator and denominator for
purposes of basic and diluted EPS calculations is as follows (dollars and shares
in thousands):
Numerator: 1998 1997 1996
------- ------- -------
Net income (loss) available to Common Shareholders $ 4,369 $ (967) $ 293
Preferred Share dividends -- -- --
Minority interests - Preferred Units 3,412 -- --
Minority interests - Common Units 1,171 -- --
------- ------- -------
Net income (loss) adjusted for dilution of
Common Shares $ 8,952 $ (967) $ 293
======= ======= =======
Denominator:
Weighted average Common Shares - basic 9,099 1,601 1,420
Assumed conversion of share options 24 -- --
Conversion of Preferred Shares -- -- --
Conversion of Initial Preferred Units 7,500 -- --
Conversion of Common Units 2,614 -- --
------- ------- -------
Weighted average Common Shares - diluted 19,237 1,601 1,420
======= ======= =======
Our diluted EPS computation for 1998 does not assume conversion of
Preferred Shares since this conversion would increase diluted EPS in that
period. Our diluted EPS computation for 1997 does not assume conversion of
Initial Preferred Units or Common Units since these conversions would increase
diluted EPS in that period.
Fair Value of Financial Instruments
Our financial instruments include primarily notes receivable and mortgage
loans payable. The fair values of these financial instruments were not
materially different from their carrying or contract values at December 31, 1998
and 1997.
Reclassification
We reclassified certain amounts from prior periods to conform to the
current year presentation of our consolidated financial statements. These
reclassifications did not affect consolidated net income or shareholders'
equity.
Recent Accounting Pronouncements
In March 1998, the FASB's Emerging Issues Task Force reached consensus on
Emerging Issues Task Force Issue No. 97-11, "Accounting for Internal Costs
Relating to Real Estate Property Acquisitions" ("EITF 97-11"). EITF 97-11,
effective March 19, 1998, requires that internal costs of pre-acquisition
activities incurred in connection with the acquisition of an operating property
should be expensed as incurred. We do not incur significant internal costs from
pre-acquisition activities; therefore the adoption of EITF 97-11 did not have a
material effect on our Consolidated Statements of Operations.
F-11
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging
Activities". This statement is effective for financial statements for all fiscal
quarters of fiscal years beginning after June 15, 1999. Accordingly, we plan to
adopt this standard beginning January 1, 2000. SFAS 133 establishes accounting
and reporting standards for derivative financial instruments and for hedging
activities. It requires that an entity recognize all derivatives as assets or
liabilities in the balance sheet and measure those instruments at fair value,
unless certain conditions are met that allow the entity to designate certain
derivatives as a hedge. We have not yet determined the impact of the adoption of
this standard.
4. Commercial Real Estate Properties and Acquisitions
Operating properties consisted of the following:
December 31,
----------------------
1998 1997
--------- ---------
Land $ 108,433 $ 38,764
Buildings and improvements 436,932 152,945
Furniture, fixtures and equipment 332 140
--------- ---------
545,697 191,849
Less: accumulated depreciation (9,469) (3,224)
--------- ---------
$ 536,228 $ 188,625
========= =========
Projects we had under development at December 31, 1998 consisted of the
following:
Land $ 8,941
Construction in progress 1,718
-------
$10,659
=======
1998 Acquisitions
On April 30, 1998, we acquired nine multistory office buildings and three
office/flex buildings in Linthicum, Maryland (the "Airport Square Properties").
We acquired these properties for $72,618, including $1,139 in transaction costs,
using cash made available from our April 1998 share offering.
On May 28, 1998, we acquired two multistory office buildings located in
Fairfield, New Jersey (the "Fairfield Properties"). We acquired these properties
for $29,405, including $605 in transaction costs, by assuming $6,465 in debt and
borrowing from our Revolving Credit Facility (defined in Note 7).
In 1998, we completed a number of transactions (collectively, the
"Constellation Transaction") with affiliates of Constellation Real Estate Group
(collectively, "Constellation") to acquire real estate properties and service
businesses. In connection with this transaction, we acquired:
o interests in 12 office and two retail properties located in the
Baltimore/Washington Corridor (the "Constellation Properties"),
o two land parcels contiguous to certain Constellation Properties (the
"Constellation Land"), and
o a 75% interest in Corporate Realty Management, LLC ("CRM"), a real estate
management services entity, and certain equipment, furniture and other
assets related to Constellation Real Estate, Inc. ("CRE") (collectively,
the "Constellation Service Companies").
F-12
We acquired the Constellation Properties and Constellation Land for
$184,225 including $3,711 in transaction costs. We acquired the Constellation
Service Companies for $2,500. We financed the Constellation Transaction by:
o issuing 7,030,793 of our Common Shares, valued at $73,823 ($10.50 per
share), less $505 in share issuance costs,
o issuing 984,308 of our Series A Convertible Preferred Shares ("Preferred
Shares"), valued at $24,608 ($25 per share),
o assuming $60,081 in debt (see Note 7),
o using $16,658 in proceeds from the TIAA Loan (defined in Note 7),
o using $7,289 in proceeds from our Revolving Credit Facility, and
o using $4,266 from our cash reserves.
In connection with the Constellation Transaction, Constellation granted us
certain options and rights of first refusal to purchase undeveloped land in
three locations adjacent to certain of the Constellation Properties. In
addition, a significant number of persons previously employed by CRE who were
engaged in the operation of the Constellation Properties became employees of
COMI and CDS (defined in Note 5).
On October 13, 1998, we acquired an office building located in Columbia,
Maryland ("Riverwood"). We acquired the property for $20,333, including $324 in
transaction costs, using $18,775 in borrowings under our Revolving Credit
Facility and issuing 148,381 Common Units in our Operating Partnership valued at
$1,558 ($10.50 per unit).
On October 30, 1998, we acquired six office buildings and two office/flex
buildings located in Middlesex County, New Jersey. We acquired these properties
for $31,656, including $406 in transaction costs, using $31,000 in borrowings
under our Revolving Credit Facility and using cash reserves for the balance.
On December 31, 1998, we acquired three office buildings and a contiguous
parcel of land located in Columbia, Maryland. We purchased these properties for
$19,100, including $250 in transaction costs, using borrowings under our
Revolving Credit Facility.
1997 Acquisitions
On October 14, 1997, we acquired a portfolio of 10 properties,
representing the Mid-Atlantic suburban office operations of The Shidler Group, a
national real estate investment firm (the "Shidler Transaction"). In connection
with this acquisition, we:
o issued 600,000 Common Shares (valued at $5.50 per share, or an aggregate
of $3,300),
o issued approximately 2.6 million Common Units in our Operating Partnership
valued at $14,200 ($5.50 per unit),
o issued 2.1 million Initial Preferred Units in our Operating Partnership
valued at $52,500 ($25.00 per unit), and
o assumed debt of $100,000.
1998 Construction in Progress
At December 31, 1998, we had construction of new buildings underway on
each of the land parcels acquired from Constellation. We also had a project
underway that will expand the rentable square footage of one of our properties.
F-13
Note 5 Investment in and Advances to Service Companies
On September 28, 1998, we acquired from Constellation a 75% interest in
CRM and certain equipment, furniture and other assets related to CRE (see Note
4). Upon completion of the Constellation Transaction, we contributed these
assets into COMI, an entity that provides us with asset management, managerial,
financial and legal support. In exchange for this contribution of assets, we
received 95% of the capital stock in COMI, including 1% of the voting common
stock, and a $2,005 note receivable carrying an interest rate of 10% for one
year and Prime plus 2% thereafter through its maturity on September 28, 2003.
Also on September 28, 1998, our Chief Executive Officer and Chief Operating
Officer collectively acquired 48.5% of the voting common stock in COMI.
COMI contributed certain equipment, furniture and other assets into
Corporate Development Services, LLC ("CDS"), a limited liability company that
provides construction and development services predominantly to us. In exchange
for this contribution of assets, COMI received 100% of the membership interests
in CDS.
In November 1998, CDS acquired a parcel of land located near the Airport
Square Properties. CDS acquired this property for $1,162, including $53 in
transaction costs, using cash and proceeds from a $1,200 loan payable to our
Operating Partnership. This loan is evidenced by a note that carries an interest
rate of LIBOR + 2.25%. CDS is developing an office building on this parcel of
land.
We account for our investment in COMI and its subsidiaries, CRM and CDS,
using the equity method of accounting. Our investment in and advances to the
Service Companies at December 31, 1998 included the following:
Notes receivable $ 3,205
Equity investment in Service Companies 609
Advances payable (1,463)
-------
Total $ 2,351
=======
Note 6 Deferred Charges
Deferred charges consisted of the following:
December 31,
----------------------
1998 1997
------- -------
Deferred financing costs $ 2,611 $ 955
Deferred leasing costs 1,468 --
Deferred other 24 --
------- -------
4,103 955
Accumulated amortization (561) (98)
------- -------
Deferred charges, net $ 3,542 $ 857
======= =======
F-14
7. Mortgage Loans Payable
Mortgage loans payable consisted of the following:
December 31,
-------------------
1998 1997
-------- --------
Term Credit Facility, 7.50%, maturing October 2000(1) $100,000 $100,000
TIAA Mortgage, 6.89%, maturing November 2008 84,808 --
Revolving Credit Facility, LIBOR + 1.75%, maturing May 2000(2) 76,800 --
Bank of America, LIBOR + 2%, maturing January 1999(3) 9,877 --
Security Life of Denver, 7.5%, maturing October 2005(4) 9,513 --
Aegon USA Realty Advisors, Inc., 8.29%, maturing May 2007 6,369 --
Provident Bank of Maryland, LIBOR + 1.75%, maturing
September 2000 2,907 --
Howard Research and Development Corporation, 8%, maturing
January 1999 (5) 1,996 --
Mercantile-Safe Deposit and Trust Co., Prime + 0.5%, maturing July 1999(6) 500 --
Other Mortgages - Retail Properties, fixed rates ranging from 7.63% to
9.5%, maturities ranging from 2002 to 2014 14,054 14,375
-------- --------
$306,824 $114,375
======== ========
(1) May be extended for two one-year periods, subject to certain conditions.
(2) May be extended for a one-year period, subject to certain conditions.
(3) Extended to February 1999 and was subsequently repaid using borrowings from
our Revolving Credit Facility.
(4) Repaid in January 1999 using proceeds from the Cranberry Square sale (see
Note 17).
(5) Repaid in January 1999 using cash reserves.
(6) Repaid in February 1999 using borrowings from our Revolving Credit Facility.
In the case of each of our mortgage loans, we have pledged certain of our
real estate assets as collateral to the financial institutions. We use the term
collateralize to describe this arrangement. As of December 31, 1998,
substantially all of our real estate properties were collateralized on loan
obligations.
In October 1997, we assumed a $100,000 loan (the "Term Credit Facility")
with Bankers Trust Company in connection with the Shidler Transaction. The loan
is a non-recourse mortgage loan collateralized by the ten real estate properties
acquired in the transaction. The loan provides for monthly payments of interest
only. The terms of the Term Credit Facility require that we comply with a number
of restrictive financial covenants, including adjusted consolidated net worth,
minimum property interest coverage, minimum property hedged interest coverage,
minimum consolidated interest coverage, maximum consolidated unhedged floating
rate debt and maximum consolidated total indebtedness.
In May 1998, we obtained a $100,000 recourse revolving credit facility
(the "Revolving Credit Facility") from Bankers Trust Company. This loan provides
for monthly payments of interest only. In addition, a fee of 0.25% per annum on
the unused amount of the loan is payable quarterly. This loan is collateralized
by 22 of our properties. The terms of this loan require that we comply with a
number of the same restrictive financial covenants required under the Term
Credit Facility. At December 31, 1998, the maximum amount available under this
loan was $89,050, of which $12,250 was unused.
The Term Credit Facility and the Revolving Credit Facility are
cross-defaulted, which means that a default on the terms of one of the loans
triggers the default of the other loan. The Term Credit Facility is also
cross-collateralized by the 22 properties collateralizing the Revolving Credit
Facility.
F-15
In May 1998, we assumed $6,465 in debt owed to Aegon USA Realty Advisors,
Inc. in connection with the acquisition of the Fairfield Properties. The loan
provides for monthly payments of principal and interest of $56. The loan is
collateralized by one of the Fairfield Properties.
During 1998, we assumed 11 mortgage loans in connection with the
Constellation Transaction totaling $60,081, net of $18,133 which was repaid at
settlement. We repaid all but five of these assumed loans prior to December 31,
1998. Payment information on the remaining five loans is as follows:
Amount
Lender Assumed Terms
- ------------------------------------------- --------- --------------------------------------
Security Life of Denver Insurance Co. $9,556 Monthly principal and interest of $74
Bank of America 9,982(1) Monthly principal of $37 plus interest
Mercantile-Safe Deposit and Trust Co. 8,438(2) Monthly principal of $66 plus interest
Provident Bank of Maryland 2,928(3) Monthly principal of $7 plus interest
Howard Research and Development Corporation 1,996 Monthly interest only
(1) Net of $1,000, which was repaid upon assumption.
(2) This loan was paid down by $7,806 in December 1998 using proceeds from the
Revolving Credit Facility.
(3) Net of $475, which was repaid upon assumption.
In October 1998, we obtained an $85,000, non-recourse loan from Teachers
Insurance and Annuity Association of America ("TIAA"). In connection with this
loan, TIAA advanced us $76,200 in October 1998 and $8,800 in December 1998. This
loan provides for monthly payments of principal and interest of $595 and may not
be prepaid prior to November 2003. The loan is collateralized by nine of our
properties.
Our mortgage loans mature on the following schedule (excluding extension
options):
1999.................................. $ 14,338
2000.................................. 179,035
2001.................................. 5,102
2002.................................. 6,871
2003.................................. 2,624
Thereafter............................ 98,854
--------
Total............................... $306,824
========
We capitalized interest costs of $77 during 1998.
8. Shareholders' Equity
On January 1, 1998, COPT changed its name from Royale Investments, Inc. to
Corporate Office Properties Trust, Inc. On March 16, 1998, COPT was reformed as
a Maryland REIT and changed its name to Corporate Office Properties Trust (the
"Reformation"). In connection with the Reformation, we authorized 45,000,000
Common Shares and 5,000,000 Preferred Shares. Each share of common stock in
Corporate Office Properties Trust, Inc. was exchanged for one Common Share in
COPT.
F-16
In April 1998, COPT completed the sale of 7,500,000 Common Shares to the
public at a price of $10.50 per share. COPT contributed the net proceeds to our
Operating Partnership in exchange for 7,500,000 Common Units. Our Operating
Partnership used the proceeds to fund acquisitions.
In 1998, in connection with the Constellation Transaction, COPT issued
7,030,793 Common Shares and 984,308 Preferred Shares. COPT contributed the
assets it received in the Constellation Transaction to our Operating Partnership
in exchange for 7,030,793 Common Units and 984,308 Series A Preferred Units. The
Series A Preferred Units carry terms which are identical to the Preferred Shares
issued to Constellation.
Our Preferred Shares are nonvoting and are convertible after 2 years of
issuance, subject to certain conditions, into Common Shares on the basis of
1.8748 Common Shares for each Preferred Share. Holders of our Preferred Shares
are entitled to cumulative dividends, payable quarterly (as and if declared by
the Board of Trustees). Dividends accrue from the date of issue at the annual
rate of $1.375 per share, which is equal to 5.5% of the $25.00 per share
liquidation preference of the Preferred Shares.
9. Share Options
In 1993, we adopted a share option plan for directors under which we have
75,000 Common Shares reserved for issuance. These options become exercisable
beginning on the first anniversary of their grant and expire ten years after the
date of grant.
In March 1998, we adopted a share option plan for employees and directors
under which we have 1,680,188 Common Shares reserved for issuance. Director
options under this plan become exercisable beginning on the first anniversary of
their grant. Employee options under this plan become exercisable over a
three-year period beginning on the first anniversary of their grant. These
options expire ten years after the date of grant.
The following table summarizes share option transactions under the plans
described above:
Weighted
Average
Range of Exercise Exercise
Shares Price per Share Price per Share
------ -------------- ---------------
Outstanding at December 31, 1995 42,500 $5.38 - $10.38 $8.21
Granted - 1996 15,000 $5.63 $5.63
-------
Outstanding at December 31, 1996 57,500 $5.38 - $10.38 $7.53
Granted - 1997 25,000 $5.25 - $7.59 $6.19
Forfeited - 1997 (7,500) $5.25 $5.25
-------
Outstanding at December 31, 1997 75,000 $5.25 - $10.38 $7.31
Granted - 1998 712,825 $9.25 - $12.25 $9.33
Forfeited - 1998 (6,050) $9.25 $9.25
Exercised - 1998 (5,000) $5.38 - $5.63 $5.51
-------
Outstanding at December 31, 1998 776,775 $5.25 - $12.25 $9.17
=======
Exercisable at December 31, 1998 70,000 $5.25 - $10.38 $7.77
=======
Available for future grant at
December 31, 1998 973,413
=======
The weighted average remaining contractual life of the options at December
31, 1998 was approximately nine years.
F-17
A summary of the weighted average grant-date fair value per option granted
is as follows:
1998 1997 1996
----- ----- -----
Weighted average grant-date fair value $0.98 $1.25 $0.63
Weighted average grant-date
fair value - exercise price equals
market price on grant-date $2.03 $1.25 $0.63
Weighted average grant-date
fair value - exercise price exceeds
market price on grant-date $0.95 $ -- $ --
We estimated the fair values using the Black-Scholes option-pricing model
using the following assumptions:
1998 1997 1996
----- ----- -----
Risk free interest rate 4.65% 6.32% 6.25%
Expected life - years 5.75 8.00 8.00
Expected volatility 30.00% 34.00% 31.00%
Expected dividend yield 6.80% 6.70% 9.70%
We do not record compensation expense for share option grants. The
following table summarizes results as if we elected to account for share options
based on Statement of Financial Accounting Standards No. 123:
1998 1997 1996
--------- --------- ---------
Net income (loss) available to Common Shareholders, as reported $ 4,369 $ (967) $ 293
Net income (loss) available to Common Shareholders, pro forma 3,671 (998) 284
Earnings (loss) per share, as reported 0.48 (0.60) 0.21
Earnings (loss) per share, pro forma 0.40 (0.61) 0.19
Diluted earnings (loss) per share, as reported 0.47 (0.60) 0.21
Diluted earnings (loss) per share, pro forma 0.40 (0.61) 0.19
10. Related Party Transactions
Management
In September 1998, we entered into a contract with COMI under which COMI
provides asset management, managerial, financial and legal support. Under the
terms of this contract, we reimburse COMI for a defined percentage of personnel
and other overhead-related expenses. During 1998, we incurred management fees
and related costs of $545 under this contract.
In 1998, we entered into a management agreement with CRM under which CRM
provides property management services to most of our properties. Under the terms
of this arrangement, CRM is entitled to a fee equal to 3.5% of property cash
collections. CRM is also entitled to reimbursement for direct labor and
out-of-pocket costs. We incurred property management fees and related costs of
$557 with CRM in 1998.
We have a management agreement with Glacier Realty LLC ("Glacier").
Glacier is partially owned by one of our Trustees. Under the management
agreement, Glacier is responsible for the management of our retail properties.
The management agreement provides that Glacier will receive an annual fee of
$250 plus a percentage of Average Invested Assets (as defined in the management
agreement) and will pay third party
F-18
expenses associated with owning these retail properties. In addition, Glacier
will receive a fee of 1% of the purchase price or the sale price upon our
acquisition or sale of any net-leased retail real estate assets. Under the
Management Agreement, this percentage is increased to 3% in the event that all
or substantially all of the net-leased retail real estate properties are sold.
The management agreement, entered into on October 14, 1997, has a term of five
years and is terminable thereafter on 180 days prior written notice. In the
event that the management agreement is terminated, including for non-renewal, a
fee equal to 3% of the Invested Real Estate Assets (defined in the Management
Agreement to exclude our current net-leased retail real estate assets as of
October 14, 1997) would be due to Glacier. We incurred management fees under the
contract with Glacier of $250 in 1998 and $52 in 1997.
We also have a management agreement with a company, for which one of our
Trustees serves on the Board of Directors. We incurred management fees and
related costs under this contract of $87 in 1998 and $22 in 1997.
Prior to 1998, we had an advisory agreement with Crown Advisors, Inc.
("Crown"), a company owned by one of our Trustees. Under this agreement, Crown
acted as investment advisor to the Company and assisted in the management of the
day-to-day operations for a base annual fee of $250 plus incentives based upon
performance. We incurred advisory fees under this agreement of $198 in 1997 and
$250 in 1996. No performance fees were incurred under this agreement. When the
Shidler Transaction was completed, we issued 246,083 Common Shares (net of
27,646 Common Shares owned by Crown that were retired) valued at $1,353 ($5.50
per share) in exchange for the assets of Crown, which resulted in the
termination of the advisory agreement with Crown. We reported these costs of
terminating the advisory agreement as an expense in our Consolidated Statements
of Operations.
Construction Costs
In September 1998, we entered into a contract with CDS under which CDS
provides construction and development services. Under the terms of this
contract, we reimburse CDS for these services based on actual time incurred at
market rates. During 1998, we incurred $214 under this contract, substantially
all of which was capitalized into the cost of the related activities.
Legal Costs
We incurred fees with a law firm in which an officer and former Trustee of
ours is a partner. We incurred fees with this firm of $2 in 1998, $69 in 1997
and $9 in 1996.
Rental Income
During 1998, we recognized revenue of $92 on office space leased to COMI
and CRM. During 1998, we recognized revenue of $256 on office space leased to
Constellation.
Interest Income
During 1998, we earned interest income of $66 on notes receivable from the
Service Companies.
Construction Fees
During 1998, we earned construction management fees of $60 from an entity
owned by an officer and Trustee of ours.
F-19
Fees Earned from Constellation
During 1998, the Service Companies earned $750 from a project consulting
and management agreement with Constellation. The Service Companies also earned
$206 in fees and expense reimbursements under a property management agreement
with Baltimore Gas and Electric ("BGE"), which owns 100% of Constellation.
Utilities Expense
During 1998, BGE provided utility services to most of our properties in
the Baltimore/Washington Corridor.
11. Operating Leases
We lease our properties to tenants under operating leases with various
expiration dates extending to the year 2016. Gross minimum future rentals on
noncancelable leases at December 31, 1998 are as follows:
1999 ...............................$ 57,883
2000 ............................... 50,001
2001 ............................... 42,801
2002 ............................... 39,443
2003 ............................... 34,267
Thereafter ......................... 144,889
--------
Total ...........................$369,284
========
The United States Government is the sole tenant of one office property,
the lease for which is structured as a one-year lease commencing in 1993, with
14 consecutive automatic one-year renewals. The lease also carries a penalty
should the tenant not renew for all 14 years. Total base rent from this lease of
$37,377, with annual base rents ranging from $3,524 to $4,115, is included in
future minimum rentals disclosed above.
F-20
12. Supplemental Information to Statements of Cash Flows
For the Years Ended December 31,
-----------------------------------
1998 1997 1996
--------- --------- ---------
Interest paid, net of capitalized interest $ 12,876 $ 2,220 $ 1,210
========= ========= =========
Supplemental schedule of non-cash investing and
financing activities:
The following assets and liabilities were assumed in
connection with various acquisitions:
Purchase of real estate $(182,116) $(166,316) $ --
Purchase of Constellation Service Companies (2,500) -- --
Deferred financing costs (29) (735) --
Other deferred charges (24) -- --
Mortgage loans 84,679 100,000 --
Minority interest 1,559 65,070 --
Preferred Shares 10 -- --
Common Shares 70 6 --
Additional paid-in capital 98,351 2,975 --
--------- --------- ---------
Proceeds from acquisitions $ -- $ 1,000 $ --
========= ========= =========
Adjustments to minority interests resulting from
changes in ownership of Operating Partnership by
COPT $ 11,331 $ -- $ --
--------- --------- ---------
Increase in accrued capital improvements $ 1,742 $ -- $ --
========= ========= =========
Dividends/distributions payable $ 4,692 $ 1,276 $ 178
========= ========= =========
Advisory contract termination fee for Common Shares:
Advisory contract termination fee $ -- $ (1,353) $ --
Common Shares -- 2 --
Additional paid-in capital -- 1,351 --
--------- --------- ---------
Proceeds from advisory contract termination $ -- $ -- $ --
========= ========= =========
13. Information by Business Segment
We have five segments: Baltimore/Washington office, Greater Philadelphia
office, Northern/Central New Jersey office, Greater Harrisburg office and
Retail. Our office properties represent our core-business. We manage our retail
properties as a single segment since they are considered outside of our
core-business.
The table below reports segment financial information. Our Greater
Harrisburg and Retail segments are not separately reported since they do not
meet the reporting thresholds. We measure the performance of our
F-21
segments based on total revenues less property operating expenses. Accordingly,
we do not report other expenses by segment in the table below.
Northern/
Baltimore/ Greater Central New
Washington Philadelphia Jersey
Office Office Office Other Total
--------- -------- -------- -------- --------
Year Ended December 31, 1998:
Revenues $ 13,548 $ 10,024 $ 9,997 $ 6,645 $ 40,214
Property operating expenses 4,293 15 3,914 1,410 9,632
--------- -------- -------- -------- --------
Income from operations $ 9,255 $ 10,009 $ 6,083 $ 5,235 $ 30,582
========= ======== ======== ======== ========
Commercial real estate property
expenditures $ 264,843 $ -- $ 64,571 $ 35,093 $364,507
========= ======== ======== ======== ========
Segment assets at December 31, 1998 $ 267,092 $108,894 $ 97,035 $ 90,656 $563,677
========= ======== ======== ======== ========
Year Ended December 31, 1997:
Revenues $ -- $ 2,100 $ 1,359 $ 3,159 $ 6,618
Property operating expenses -- 3 455 270 728
--------- -------- -------- -------- --------
Income from operations $ -- $ 2,097 $ 904 $ 2,889 $ 5,890
========= ======== ======== ======== ========
Commercial real estate property
expenditures $ -- $110,401 $ 32,144 $ 24,277 $166,822
========= ======== ======== ======== ========
Segment assets at December 31, 1997 $ -- $110,111 $ 32,123 $ 51,300 $193,534
========= ======== ======== ======== ========
Year Ended December 31, 1996:
Revenues $ -- $ -- $ -- $ 2,509 $ 2,509
Property operating expenses -- -- -- 31 31
--------- -------- -------- -------- --------
Income from operations $ -- $ -- $ -- $ 2,478 $ 2,478
========= ======== ======== ======== ========
Commercial real estate property
expenditures $ -- $ -- $ -- $ -- $ --
========= ======== ======== ======== ========
Segment assets at December 31, 1996 $ -- $ -- $ -- $ 24,197 $ 24,197
========= ======== ======== ======== ========
The following table reconciles our income from operations for reportable
segments to total income (loss) from operations as reported in our Consolidated
Statements of Operations.
Years Ended December 31,
----------------------------
1998 1997 1996
------- ------- -------
Income from operations for reportable segments $30,582 $ 5,890 $ 2,478
Less:
General and administrative 1,890 533 372
Interest 12,207 2,855 1,246
Amortization of deferred financing costs 423 64 13
Depreciation and amortization 6,285 1,267 554
Reformation costs 637 -- --
Termination of advisory agreement -- 1,353 --
------- ------- -------
Income (loss) from operations $ 9,140 $ (182) $ 293
======= ======= =======
We did not allocate interest expense, amortization of deferred financing
costs and depreciation and other amortization to segments since they are not
included in the measure of segment profit reviewed by management. We also did
not allocate general and administrative, reformation costs and termination of
advisory agreement costs since these items represent general corporate expenses
not attributable to segments.
F-22
14. Commitments and Contingencies
In the normal course of business, we are involved in legal actions arising
from our ownership and administration of properties. In management's opinion,
any liabilities that may result are not expected to have a materially adverse
effect on our financial position, operations or liquidity. We are subject to
various federal, state and local environmental regulations related to our
property ownership and operation. We have performed environment assessments of
our properties, the results of which have not revealed any environmental
liability that we believe would have a materially adverse effect on our
financial position, operations or liquidity.
We are under contract to sell four of our retail properties. The
contracted sale price for these properties is $33,403. We sold one of these
properties on January 22, 1999 (as discussed in Note 17) and we estimate that
the other property sales will occur in the first quarter of 1999.
We have an office lease for our corporate headquarters in Bala Cynwyd,
Pennsylvania. The monthly rent under this lease is subject to an annual increase
based on the Consumer Price Index. Future minimum rental payments due under the
term of this lease are as follows:
1999 ......................................... $ 171
2000 ......................................... 171
2001 ......................................... 171
2002 ......................................... 171
2003 ......................................... 128
------
Total ......................................... $ 812
======
15. Quarterly data (Unaudited)
Year Ended December 31, 1998
--------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Revenues $ 5,525 $ 7,842 $ 9,812 $ 17,035
======== ======== ======== ========
Income before minority interest $ 490 $ 2,058 $ 2,493 $ 4,238
Minority interests (989) (1,129) (1,154) (1,311)
-------- -------- -------- --------
Net (loss) income (499) 929 1,339 2,927
Preferred Share Dividends -- -- (10) (317)
-------- -------- -------- --------
Net (loss) income available to
Common Shareholders $ (499) $ 929 $ 1,329 $ 2,610
======== ======== ======== ========
Basic (loss) earnings per share $ (0.22) $ 0.12 $ 0.13 $ 0.16
======== ======== ======== ========
Diluted (loss) earnings per share $ (0.22) $ 0.12 $ 0.12 $ 0.15
======== ======== ======== ========
Weighted average Common
Shares-basic (in thousands) 2,268 7,628 9,973 16,361
======== ======== ======== ========
Weighted average Common
Shares-diluted (in thousands) 2,294 17,731 20,065 23,868
======== ======== ======== ========
F-23
Year Ended December 31, 1997
--------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Revenues $ 633 $ 633 $ 633 $ 4,719
======== ======== ======== ========
Income (loss) before minority interest $ 91 $ 87 $ 85 $ (445)
Minority interests -- -- -- (785)
-------- -------- -------- --------
Net income (loss) 91 87 85 (1,230)
Preferred Share Dividends -- -- -- --
-------- -------- -------- --------
Net income (loss) available to
Common Shareholders $ 91 $ 87 $ 85 $ (1,230)
======== ======== ======== ========
Basic and diluted earnings (loss)
per share $ 0.06 $ 0.06 $ 0.06 $ (0.58)
======== ======== ======== ========
Weighted average Common
Shares-basic (in thousands) 1,420 1,420 1,420 2,137
======== ======== ======== ========
Weighted average Common
Shares-diluted (in thousands) 1,420 1,420 1,427 2,137
======== ======== ======== ========
16. Pro Forma Financial Information (Unaudited)
We accounted for our 1998 and 1997 acquisitions using the purchase method
of accounting. We included the results of operations for the acquisitions in our
Consolidated Statements of Operations from their respective purchase dates
through December 31, 1998.
We prepared our pro forma condensed consolidated financial information
presented below as if all of our 1998 and 1997 acquisitions had occurred on
January 1, 1997. Accordingly, we were required to make pro forma adjustments
where deemed necessary. The pro forma financial information is unaudited and is
not necessarily indicative of the results which actually would have occurred if
these acquisitions had occurred on January 1, 1997, nor does it intend to
represent our results of operations for future periods.
Year Ended December 31,
-----------------------
1998 1997
---------- ----------
(Unaudited) (Unaudited)
Pro forma total revenues $ 67,607 $ 59,636
========== ==========
Pro forma net income available to Common Shareholders $ 8,185 $ 2,862
========== ==========
Pro forma earnings per Common Share
Basic $ 0.49 $ 0.17
========== ==========
Diluted $ 0.48 $ 0.17
========== ==========
17. Subsequent Events
On January 5, 1999, we entered into an interest rate swap agreement with
Bankers Trust Company. This swap agreement fixes our one-month LIBOR base to
5.085% per annum on a notional amount of $30,000 through May 2001.
F-24
On January 13, 1999, we entered into a $9,825 construction loan with FMB
Bank to finance the construction of a building. This loan has an interest rate
of LIBOR plus 1.6%. This loan matures on February 1, 2001 and may be extended
for a one-year period, subject to certain conditions.
On January 22, 1999, we sold a retail property located in Westminster,
Maryland ("Cranberry Square"). We sold the property for $18,900, of which $9,513
was used to pay off the mortgage loan payable on the property, $283 was placed
in escrow, $272 was paid to the buyer for operating pro-rations, $144 was used
to pay our closing costs and $8,688 was used to repay a portion of our Revolving
Credit Facility. We recognized no gain or loss on the sale of Cranberry Square.
On February 8, 1999, we entered into a $10,875 construction loan with
Provident Bank of Maryland to finance the construction of a building. This loan
has an interest rate of LIBOR plus 1.75%. This loan matures on February 8, 2001
and may be extended for a one-year period, subject to certain conditions.
In February 1999, we acquired an office building located in Linthicum,
Maryland. We acquired the property for $6,751, including $201 in transaction
costs, using $6,650 in borrowings under our Revolving Credit Facility and using
cash reserves for the balance.
F-25
Corporate Office Properties Trust
Schedule III-Real Estate and Accumulated Depreciation
(Dollars in thousands)
Building and
Building Land
Property Location Type Encumbrances Land Improvements
- ---------------------------- ------------------------ -------- ------------ --------- -------------
751, 753 760, 785 Jolly Road Blue Bell, PA Office $66,232 $22,080 $88,320
2730 Hercules Road Annapolis Junction, MD Office 26,843 7,880 31,520
7200 Riverwood Drive Columbia, MD Office 11,212 4,067 16,266
695 Route 46 Fairfield, NJ Office 10,147 3,730 14,919
305 Center Street Westminster, MD Retail 9,513 3,592 14,367
6950 Columbia Gateway Drive Columbia, MD Office 12,216 3,586 14,343
6009 - 6011 Oxon Hill Road Oxon Hill, MD Office 9,877 3,425 13,699
431 Ridge Road Dayton, NJ Office 8,351 2,782 11,128
429 Ridge Road Dayton, NJ Office 8,794 2,930 11,719
133 National Business Parkway Annapolis Junction, MD Office 8,549 2,510 10,038
135 National Business Parkway Annapolis Junction, MD Office 8,438 2,477 9,907
141 National Business Parkway Annapolis Junction, MD Office 8,145 2,391 9,563
710 Route 46 Fairfield, NJ Office 6,369 2,151 8,605
1615 and 1629 Thames Street Baltimore, MD Office 500 2,075 8,298
2605 Interstate Drive Harrisburg, PA Office 6,242 2,089 8,355
900 Elkridge Landing Road Linthicum, MD Office 5,326 1,990 7,960
131 National Business Parkway Annapolis Junction, MD Office 6,474 1,900 7,602
2601 Market Place Harrisburg, PA Office 5,802 1,928 7,713
1199 Winterson Road Linthicum, MD Office 4,933 1,597 6,389
14502 Greenview Drive Laurel, MD Office 5,033 1,425 5,700
14504 Greenview Drive Laurel, MD Office 4,855 1,477 5,909
6740 Alexander Bell Drive Columbia, MD Office -- 1,389 5,556
1190 Winterson Road Linthicum, MD Office 3,307 1,334 5,334
1099 Winterson Road Linthicum, MD Office 3,420 1,322 5,287
104 Interchange Plaza Cranbury, NJ Office 3,364 1,317 5,267
1201 Winterson Road Linthicum, MD Office 3,588 1,287 5,149
19 Commerce Cranbury, NJ Office 3,924 1,276 5,105
8815 Centre Park Drive Columbia, MD Office 4,252 1,248 4,992
911 Elkridge Landing Road Linthicum, MD Office 3,139 1,214 4,856
6716 Alexander Bell Drive Columbia, MD Office -- 1,212 4,847
101 Interchange Plaza Cranbury, NJ Office 2,579 1,155 4,619
322 Marlboro Street Easton, MD Retail 2,907 1,154 4,618
5835 West 10th Street Indianapolis, IN Retail -- 1,270 4,003
881 Elkridge Landing Road Linthicum, MD Office 2,803 1,033 4,133
921 Elkridge Landing Road Linthicum, MD Office 2,803 1,043 4,172
930 International Drive Linthicum, MD Office 2,421 1,012 4,049
900 International Drive Linthicum, MD Office 2,344 980 3,918
3550 Vicksburg Lane Plymouth, MN Retail 4,606 764 4,020
134 National Business Parkwy (1) Annapolis Junction, MD Office -- 3,661 --
939 Elkridge Landing Road Linthicum, MD Office 2,467 938 3,752
6760 Alexander Bell Drive Columbia, MD Office -- 868 3,473
Costs
Capitalized Gross Amounts Year Built
Subsequent to Carried at Close Accumulated or Date Depreciation
Property Acquisition of Period Depreciation Renovated Acquired Life
- ---------------------------- ------------- ---------------- ------ ------ --------- -------- ------------
751, 753 760, 785 Jolly Road $ -- $110,400 $2,680 1960-74/ 10/14/97 40 Years
1991-96
2730 Hercules Road -- 39,400 167 1990 9/28/98 40 Years
7200 Riverwood Drive -- 20,333 85 1986 10/13/98 40 Years
695 Route 46 259 18,908 222 1990 5/28/98 40 Years
305 Center Street 492 18,451 93 1991/1998 9/28/98 40 Years
6950 Columbia Gateway Drive -- 17,929 60 1998 10/21/98 40 Years
6009 - 6011 Oxon Hill Road 309 17,433 91 1990 9/28/98 40 Years
431 Ridge Road 3,095 17,005 342 1958/1998 10/14/97 40 Years
429 Ridge Road 90 14,739 358 1966/1996 10/14/97 40 Years
133 National Business Parkway 221 12,769 64 1997 9/28/98 40 Years
135 National Business Parkway -- 12,384 -- 1998 12/30/98 40 Years
141 National Business Parkway 69 12,023 60 1990 9/28/98 40 Years
710 Route 46 20 10,776 126 1985 5/28/98 40 Years
1615 and 1629 Thames Street 101 10,474 53 1989 9/28/98 40 Years
2605 Interstate Drive 2 10,446 254 1990 10/14/97 40 Years
900 Elkridge Landing Road 101 10,051 151 1982 4/30/98 40 Years
131 National Business Parkway 175 9,677 49 1990 9/28/98 40 Years
2601 Market Place 16 9,657 234 1989 10/14/97 40 Years
1199 Winterson Road 30 8,016 107 1988 4/30/98 40 Years
14502 Greenview Drive 63 7,188 36 1988 9/28/98 40 Years
14504 Greenview Drive 101 7,487 39 1985 9/28/98 40 Years
6740 Alexander Bell Drive -- 6,945 -- 1992 12/31/98 40 Years
1190 Winterson Road 46 6,714 89 1987 4/30/98 40 Years
1099 Winterson Road 20 6,629 89 1988 4/30/98 40 Years
104 Interchange Plaza 1 6,585 22 1990 10/30/98 40 Years
1201 Winterson Road 13 6,449 86 1985 4/30/98 40 Years
19 Commerce -- 6,381 21 1989 10/30/98 40 Years
8815 Centre Park Drive 1 6,241 31 1987 9/28/98 40 Years
911 Elkridge Landing Road 23 6,093 81 1985 4/30/98 40 Years
6716 Alexander Bell Drive -- 6,059 -- 1989 12/31/98 40 Years
101 Interchange Plaza -- 5,774 19 1985 10/30/98 40 Years
322 Marlboro Street -- 5,772 29 1977/1997 9/28/98 40 Years
5835 West 10th Street -- 5,273 788 1991 11/30/93 40 Years
881 Elkridge Landing Road 63 5,229 69 1986 4/30/98 40 Years
921 Elkridge Landing Road -- 5,215 70 1983 4/30/98 40 Years
930 International Drive -- 5,061 67 1986 4/30/98 40 Years
900 International Drive -- 4,898 65 1986 4/30/98 40 Years
3550 Vicksburg Lane -- 4,784 784 1991 6/1/92 40 Years
134 National Business Parkwy (1) 1,044 4,705 -- N/A 11/13/98 N/A
939 Elkridge Landing Road -- 4,690 63 1983 4/30/98 40 Years
6760 Alexander Bell Drive -- 4,341 -- 1989 12/31/98 40 Years
F-26
Building and
Building Land
Property Location Type Encumbrances Land Improvements
- ---------------------------- ------------------------ -------- ------------ --------- -------------
6940 Columbia Gateway Dr. (1) Columbia, MD Office 1,996 3,525 --
6385 Flank Drive Harrisburg, PA Office 2,429 811 3,242
800 International Drive Linthicum, MD Office 1,850 774 3,096
47 Commerce Cranbury, NJ Office 1,906 750 2,999
1351 38th St. North Peru, IL Retail 2,363 426 3,226
437 Ridge Road Dayton, NJ Office 2,151 717 2,866
3265 Golf Road Delafield, WI Retail 1,807 903 2,540
2100 S. Broadway Minot, ND Retail 2,559 842 2,503
630 E. Wisconsin Avenue Oconowomac, WI Retail 1,714 595 2,150
3 Centre Drive Cranbury, NJ Office 1,514 506 2,026
2 Centre Drive Cranbury, NJ Office 1,401 476 1,904
7 Centre Drive Cranbury, NJ Office 1,121 466 1,864
8 Centre Drive Cranbury, NJ Office 1,233 384 1,540
7601 N. Port Washington Road Glendale, WI Retail 1,005 627 1,157
6750 Alexander Bell Drive (2) Columbia, MD Office -- 1,755 --
7609 Energy Parkway Drive Riviera Beach, MD Office -- 258 1,033
Furniture, Fixtures and Equip. Various N/A -- -- --
-------- -------- --------
$306,824 $117,374 $431,616
======== ======== ========
Costs
Capitalized Gross Amounts Year Built
Subsequent to Carried at Close Accumulated or Date Depreciation
Property Acquisition of Period Depreciation Renovated Acquired Life
- ---------------------------- ------------- ---------------- ------ ------ --------- -------- ------------
6940 Columbia Gateway Dr. (1) 632 4,157 -- N/A 11/13/98 N/A
6385 Flank Drive -- 4,053 98 1995 10/14/97 40 Years
800 International Drive -- 3,870 52 1988 4/30/98 40 Years
47 Commerce 41 3,790 12 1992/1998 10/30/98 40 Years
1351 38th St. North -- 3,652 441 1993 11/30/93 40 Years
437 Ridge Road 6 3,589 87 1962/1996 10/14/97 40 Years
3265 Golf Road -- 3,443 286 1994 11/2/94 40 Years
2100 S. Broadway -- 3,345 333 1993 2/1/94 40 Years
630 E. Wisconsin Avenue -- 2,745 267 1994 5/17/94 40 Years
3 Centre Drive -- 2,532 8 1987 10/30/98 40 Years
2 Centre Drive -- 2,380 8 1989 10/30/98 40 Years
7 Centre Drive -- 2,330 8 1989 10/30/98 40 Years
8 Centre Drive -- 1,924 6 1986 10/30/98 40 Years
7601 N. Port Washington Road -- 1,784 168 1992 9/29/93 40 Years
6750 Alexander Bell Drive (2) -- 1,755 -- N/A 12/31/98 N/A
7609 Energy Parkway Drive -- 1,291 6 1982 9/28/98 40 Years
Furniture, Fixtures and Equip. 332 332 45 N/A Various 3-5 Years
-------- -------- ------
$ 7,366 $556,356 $9,469
======== ======== ======
(1) Under development at December 31, 1998.
(2) Held for future development at December 31, 1998.
F-27
The following table summarizes our changes in cost of properties (in
thousands):
Balance at December 31, 1997 $191,849
Property acquisitions 357,283
Building and land improvements 7,032
Other 192
--------
Balance at December 31, 1998 $556,356
========
The following table summarizes our changes in accumulated depreciation (in
thousands):
Balance at December 31, 1997 $3,224
Depreciation expense 6,245
------
Balance at December 31, 1998 $9,469
======
F-28