UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended           June 30, 2004

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number 1-14023

 

Corporate Office Properties Trust

(Exact name of registrant as specified in its charter)

 

 

 

Indicate by check mark whether the registrant (1) 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.

ý Yes   o No

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  ý Yes   o No

 

On August 2, 2004, 34,137,820 shares of the Company’s Common Shares of Beneficial Interest, $0.01 par value, were issued.

 

 

TABLE OF CONTENTS

 

FORM 10-Q

 

		PAGE
PART I:  FINANCIAL INFORMATION
Item 1:	Financial Statements:
	Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2003 (unaudited)	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)	5
	Notes to Consolidated Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4:	Controls and Procedures	46
PART II:  OTHER INFORMATION
Item 1:	Legal Proceedings	46
Item 2:	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	46
Item 3:	Defaults Upon Senior Securities	46
Item 4:	Submission of Matters to a Vote of Security Holders	46
Item 5:	Other Information	47
Item 6:	Exhibits and Reports on Form 8-K	47
SIGNATURES		48

 

2

 

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

Corporate Office Properties Trust and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands)

 

		June 30, 2004			December 31, 2003
		(unaudited)
Assets
Investment in real estate:
Operating properties, net		$	1,206,261		$	1,116,847
Projects under construction or development		121,772			67,149
Total commercial real estate properties, net		1,328,033			1,183,996
Investments in and advances to unconsolidated real estate joint ventures		1,055			5,262
Investment in real estate, net		1,329,088			1,189,258
Cash and cash equivalents		12,202			9,481
Restricted cash		12,137			11,030
Accounts receivable, net		16,012			13,047
Investments in and advances to other unconsolidated entities		1,621			1,621
Deferred rent receivable		20,857			17,903
Intangible assets on real estate acquisitions, net		53,874			55,692
Deferred charges, net		24,006			17,723
Prepaid and other assets		18,380			14,311
Furniture, fixtures and equipment, net		2,512			2,010
Total assets		$	1,490,689		$	1,332,076
Liabilities and shareholders’ equity
Liabilities:
Mortgage and other loans payable		$	820,344		$	738,698
Accounts payable and accrued expenses		37,523			23,126
Rents received in advance and security deposits		11,950			10,112
Dividends and distributions payable		13,668			12,098
Deferred revenue associated with acquired operating leases		8,335			9,630
Fair value of derivatives		106			467
Other liabilities		7,105			7,768
Total liabilities		899,031			801,899
Minority interests:
Common units in the Operating Partnership		84,844			79,796
Other consolidated real estate joint ventures		5,602			—
Total minority interests		90,446			79,796
Commitments and contingencies (Note 16)
Shareholders’ equity:
Preferred Shares of beneficial interest ($0.01 par value; 15,000,000 shares authorized) (Note 10)		80			85
Common Shares of beneficial interest ($0.01 par value; 45,000,000 shares authorized, shares issued of 34,118,180 at June 30, 2004 and 29,563,867 at December 31, 2003)		341			296
Additional paid-in capital		552,341			494,299
Cumulative distributions in excess of net income		(44,593		)	(38,483		)
Value of unearned restricted common share grants		(5,459		)	(4,107		)
Treasury shares, at cost (166,600 shares)		(1,415		)	(1,415		)
Accumulated other comprehensive loss		(83		)	(294		)
Total shareholders’ equity		501,212			450,381
Total liabilities and shareholders’ equity		$	1,490,689		$	1,332,076

 

See accompanying notes to consolidated financial statements.

 

3

 

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

(unaudited)

 

		For the three months ended June 30,						For the six months ended June 30,
		2004			2003			2004			2003
Revenues
Rental revenue		$	49,038		$	36,722		$	92,232		$	72,711
Tenant recoveries and other real estate operations revenue		4,854			4,156			10,631			9,685
Construction contract revenues		5,233			1,283			11,370			5,214
Other service operations revenues		1,126			908			2,847			1,446
Total revenues		60,251			43,069			117,080			89,056
Expenses
Property operating		14,647			11,101			29,686			24,755
Depreciation and other amortization associated with real estate operations		15,884			9,229			26,243			17,273
Construction contract expenses		4,979			1,276			10,797			5,064
Other service operations expenses		1,142			996			2,440			1,758
General and administrative expenses		2,487			1,766			4,773			3,714
Total operating expenses		39,139			24,368			73,939			52,564
Operating income		21,112			18,701			43,141			36,492
Interest expense		(10,514		)	(10,037		)	(20,776		)	(20,172		)
Amortization of deferred financing costs		(500		)	(595		)	(1,359		)	(1,184		)
Income from continuing operations before gain on sales of real estate, equity in loss of unconsolidated real estate joint ventures, income taxes and minority interests		10,098			8,069			21,006			15,136
Gain (loss) on sales of real estate, excluding discontinued operations		24			21			(198		)	425
Equity in loss of unconsolidated real estate joint ventures		—			(33		)	(88		)	(186		)
Income tax (expense) benefit		(30		)	30			(230		)	59
Income from continuing operations before minority interests		10,092			8,087			20,490			15,434
Minority interests in income from continuing operations
Common units in the Operating Partnership		(1,241		)	(1,349		)	(2,646		)	(2,572		)
Preferred units in the Operating Partnership		—			(477		)	—			(1,049		)
Other consolidated entities		(8		)	—			(8		)	—
Income from continuing operations		8,843			6,261			17,836			11,813
(Loss) income from discontinued operations, net of minority interests		—			(23		)	—			2,412
Net income		8,843			6,238			17,836			14,225
Preferred share dividends		(4,435		)	(2,534		)	(8,891		)	(5,067		)
Repurchase of preferred units in excess of recorded book value		—			(11,224		)	—			(11,224		)
Net income (loss) available to common shareholders		$	4,408		$	(7,520	)	$	8,945		$	(2,066	)
Basic earnings per common share
Income (loss) before discontinued operations		$	0.13		$	(0.29	)	$	0.29		$	(0.18	)
Discontinued operations		—			(0.01		)	—			0.10
Net income (loss)		$	0.13		$	(0.30	)	$	0.29		$	(0.08	)
Diluted earnings per common share
Income (loss) before discontinued operations		$	0.13		$	(0.29	)	$	0.27		$	(0.18	)
Discontinued operations		—			(0.01		)	—			0.10
Net income (loss)		$	0.13		$	(0.30	)	$	0.27		$	(0.08	)

 

See accompanying notes to consolidated financial statements.

 

4

 

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)

 

		For the six months ended June 30,
		2004			2003
Cash flows from operating activities
Net income		$	17,836		$	14,225
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interests		2,654			4,621
Depreciation and other amortization		26,243			17,273
Amortization of deferred financing costs		1,359			1,184
Amortization of value of acquired operating leases to rental revenue		(582		)	(1,118		)
Equity in loss of unconsolidated real estate joint ventures		88			186
Loss (gain) on sales of real estate, including amounts in discontinued operations		198			(3,420		)
Changes in operating assets and liabilities:
Increase in deferred rent receivable		(2,947		)	(2,436		)
Increase in accounts receivable, restricted cash and prepaid and
other assets		(11,169		)	(2,936		)
Increase in accounts payable, accrued expenses, rents received in advance and security deposits		3,892			2,131
Other		1,465			658
Net cash provided by operating activities		39,037			30,368
Cash flows from investing activities
Purchases of and additions to commercial real estate properties		(114,393		)	(101,979		)
Proceeds from sales of properties		—			36,928
Investments in and advances to unconsolidated real estate joint ventures		—			(1,097		)
Leasing costs paid		(3,909		)	(1,050		)
Advances to certain real estate joint ventures		(515		)	(2,019		)
Other		793			(2,542		)
Net cash used in investing activities		(118,024		)	(71,759		)
Cash flows from financing activities
Proceeds from mortgage and other loans payable		253,302			122,607
Repayments of mortgage and other loans payable		(207,719		)	(108,665		)
Deferred financing costs paid		(1,992		)	(794		)
Increase in other liabilities associated with financing activities		4,000			4,000
Net proceeds from issuance of common shares		61,746			80,292
Repurchase of preferred units		—			(35,591		)
Dividends paid		(22,348		)	(15,740		)
Distributions paid		(4,166		)	(5,157		)
Other		(1,115		)	2,815
Net cash provided by financing activities		81,708			43,767
Net increase in cash and cash equivalents		2,721			2,376
Cash and cash equivalents
Beginning of year		9,481			5,991
End of period		$	12,202		$	8,367

 

See accompanying notes to consolidated financial statements.

 

5

 

Corporate Office Properties Trust and Subsidiaries

Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

 

1.             Organization

 

Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) is a fully-integrated and self-managed real estate investment trust (“REIT”).  We focus principally on the ownership, management, leasing, acquisition and development of suburban office properties located in select submarkets in the Mid-Atlantic region of the United States.  COPT is qualified as a REIT as defined in the Internal Revenue Code of 1986 and is the successor to a corporation organized in 1988.  As of June 30, 2004, our portfolio included 132 office properties, including two properties owned through joint ventures.

 

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”).  A summary of our Operating Partnership’s forms of ownership and the percentage of those ownership forms owned by COPT as of June 30, 2004 follows:

 

		% Owned by COPT
Common Units		78	%
Series B Preferred Units		100	%
Series E Preferred Units		100	%
Series F Preferred Units		100	%
Series G Preferred Units		100	%
Series H Preferred Units		100	%

 

The Operating Partnership also owns 100% of Corporate Office Management, Inc. (“COMI”) (together with its subsidiaries defined as the “Service Companies”).  COMI’s consolidated subsidiaries are set forth below:

 

Entity Name		Type of Service Business
Corporate Realty Management, LLC (“CRM”)		Real Estate Management
Corporate Development Services, LLC (“CDS”)		Construction and Development
Corporate Cooling and Controls, LLC (“CC&C”)		Heating and Air Conditioning

 

COMI owns 100% of these entities.

 

2.             Basis of Presentation

 

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q.  Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States for complete Consolidated Financial Statements are not included herein.  These interim financial statements should be read together with the financial statements and notes thereto included in our 2003 Annual Report on Form 10-K.  The interim financial statements on the previous pages reflect all adjustments which we believe are necessary for the fair presentation of our financial position and results of operations for the interim periods presented.  These adjustments are of a normal recurring nature.  The results of operations for such interim periods are not necessarily indicative of the results for a full year.

 

We use four different accounting methods to report our investments in entities: the consolidation method, the equity method, the cost method and the financing method.

 

6

 

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:

 

•                  COPT;

•                  the Operating Partnership and its subsidiary partnerships and LLCs;

•                  the Service Companies; and

•                  Corporate Office Properties Holdings, Inc. (of which we own 100%).

 

See the section in Note 3 entitled “Recent Accounting Pronouncements” for a description of Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”).  FIN 46R affects our determination of when to use the consolidation method of accounting.

 

Equity Method

 

We use the equity method of accounting when we own an interest in an entity and can exert significant influence over the entity’s operations but cannot control the entity’s operations.  Under the equity method, we report:

 

•                  our ownership interest in the entity’s capital as an investment on our Consolidated Balance Sheets; and

•                  our percentage share of the earnings or losses from the entity in our Consolidated Statements of Operations.

 

See the section in Note 3 entitled “Recent Accounting Pronouncements” for a description of FIN 46R.  FIN 46R affects our determination of when to use the equity method of accounting.

 

Cost Method

 

We use the cost method of accounting when we own an interest in an entity and cannot exert significant influence over the entity’s operations.  Under the cost method, we report:

 

•                  the cost of our investment in the entity as an investment on our Consolidated Balance Sheets; and

•                  distributions to us of the entity’s earnings in our Consolidated Statements of Operations.

 

Financing Method

 

We use the financing method of accounting for certain real estate joint ventures. We use this method when we contribute a parcel of land into a real estate joint venture and have an option to acquire our partner’s joint venture interest for a pre-determined purchase price.  Details of the financing method of accounting are described below:

 

•                  the costs associated with a land parcel at the time of its contribution into a joint venture are reported as commercial real estate properties on our Consolidated Balance Sheets;

•                  the cash received from a joint venture in connection with our land contribution is reported as other liabilities on our Consolidated Balance Sheets.  The liability is accreted towards the pre-determined purchase price over the life of our option to acquire our partner’s interest in the joint venture.  We also report interest expense in connection with the accretion of the liability;

•                  as construction of a building on the land parcel is completed and operations of the building commence, we report 100% of the revenues and expenses associated with the property on our Consolidated Statements of Operations; and

•                  construction costs and debt activity for the real estate project relating to periods after the land contribution are not reported by us.

 

At the time we exercise the option to acquire our partner’s joint venture interest, we begin consolidating the accounts of the entity with our accounts.  See the section in Note 3 entitled “Recent Accounting Pronouncements” for a description of FIN 46R.  FIN 46R affects our determination of when to use the financing method of accounting.

 

7

 

3.             Summary of Significant Accounting Policies

 

Use of Estimates in the Preparation of Financial Statements

 

We make estimates and assumptions when preparing financial statements under generally accepted accounting principles (“GAAP”).  These estimates and assumptions affect various matters, including:

 

•                  the reported amounts of assets and liabilities in our Consolidated Balance Sheets at the dates of the financial statements;

•                  the disclosure of contingent assets and liabilities at the dates of the financial statements; and

•                  the reported amounts of revenues and expenses in our Consolidated Statements of Operations during the reporting periods.

 

These estimates involve judgments 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.

 

Accounts Receivable

 

Our accounts receivable are reported net of an allowance for bad debts of $589 at June 30, 2004 and $548 at December 31, 2003.

 

Minority Interests

 

As discussed previously, we consolidate the accounts of our Operating Partnership and its subsidiaries into our financial statements.  However, we do not own 100% of the Operating Partnership.  We also do not own 100% of four consolidated real estate joint ventures.  The amounts reported for minority interests on our Consolidated Balance Sheets represent the portion of these consolidated entities’ equity that we do not own.  The amounts reported for minority interests on our Consolidated Statements of Operations represent the portion of these consolidated entities’ net income not allocated to us.

 

Common units of the Operating Partnership (“common units”) are substantially similar to our common shares of beneficial interest (“common shares”).  Common units are also exchangeable into our common shares, subject to certain conditions.

 

The only preferred units in the Operating Partnership not owned by us during the reporting periods were 1,016,662 Series C Preferred Units.  These units were convertible, subject to certain conditions, into common units on the basis of 2.381 common units for each Series C Preferred Unit.  These units were repurchased by the Operating Partnership on June 16, 2003 for $36,068 (including $477 for accrued and unpaid distributions), or $14.90 per common share on an as-converted basis.  As a result of the repurchase, we recognized an $11,224 reduction to net income available to common shareholders associated with the excess of the repurchase price over the sum of the recorded book value of the units and the accrued and unpaid return to the unitholder.

 

Earnings Per Share (“EPS”)

 

We present both basic and diluted EPS.  We compute basic EPS by dividing net 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:

 

•                  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

•                  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

 

8

 

denominator for purposes of basic and diluted EPS calculations is set forth below (dollars and shares in thousands, except per share data):

 

		For the three months ended June 30,						For the six months ended June 30,
		2004			2003			2004			2003
Numerator:
Numerator for basic EPS on net income (loss) available to common shareholders		$	4,408		$	(7,520	)	$	8,945		$	(2,066	)
Add (subtract): Loss (income) from discontinued operations, net		—			23			—			(2,412		)
Numerator for basic EPS before discontinued operations		4,408			(7,497		)	8,945			(4,478		)
Add:  Convertible preferred share dividends		—			—			21			—
Numerator for diluted EPS before discontinued operations		4,408			(7,497		)	8,966			(4,478		)
(Subtract) add: (Loss) income from discontinued operations, net		—			(23		)	—			2,412
Numerator for diluted EPS on net income (loss) available to common shareholders		$	4,408		$	(7,520	)	$	8,966		$	(2,066	)
Denominator (all weighted averages):
Denominator for basic EPS (common shares)		32,743			25,443			31,278			24,389
Assumed conversion of share options		1,639			—			1,691			—
Assumed conversion of Series D Preferred Shares		—			—			270			—
Denominator for diluted EPS		34,382			25,443			33,239			24,389
Basic EPS:
Income (loss) before discontinued operations		$	0.13		$	(0.29	)	$	0.29		$	(0.18	)
(Loss) income from discontinued operations		—			(0.01		)	—			0.10
Net income (loss) available to common shareholders		$	0.13		$	(0.30	)	$	0.29		$	(0.08	)
Diluted EPS:
Income (loss) before discontinued operations		$	0.13		$	(0.29	)	$	0.27		$	(0.18	)
(Loss) income from discontinued operations		—			(0.01		)	—			0.10
Net income (loss) available to common shareholders		$	0.13		$	(0.30	)	$	0.27		$	(0.08	)

 

Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods:

 

		Weighted average shares in denominator
		For the three months ended June 30,				For the six months ended June 30,
		2004		2003		2004		2003
Conversion of weighted average common units		8,765		8,963		8,814		8,976
Restricted common shares		162		334		168		314
Conversion of share options		—		1,279		5		1,195
Conversion of weighted average preferred units		—		2,022		—		2,220
Conversion of weighted average preferred shares		—		1,197		—		1,197

 

Stock-Based Compensation

 

We and the Service Companies recognize expense from share options issued to employees using the intrinsic value method.  As a result, we do not record compensation expense for share option grants except as set forth below:

 

•                  When the exercise price of a share option grant is less than the market price of our common shares on the option grant date, we recognize compensation expense equal to the difference between the exercise price and the grant-date market price; this compensation expense is recognized over the service period to which the options relate.

 

9

 

•                  In 1999, we reduced the exercise price of 360,500 share options from $9.25 to $8.00.  We recognize compensation expense on the share price appreciation and future vesting associated with the re-priced share options.  As of June 30, 2004, 4,400 of these shares options were outstanding.

•                  We recognize compensation expense on share options granted to employees of CRM and CC&C prior to January 1, 2001 equal to the difference between the exercise price of such share options and the market price of our common shares on January 1, 2001, to the extent such amount relates to service periods remaining after January 1, 2001.

 

We grant common shares subject to forfeiture restrictions to certain employees.  We recognize compensation expense for such grants over the service periods to which the grants relate.  We compute compensation expense for common share grants based on the value of such grants, as determined by the value of our common shares on the applicable measurement date, as defined below:

 

•                  When forfeiture restrictions on grants only require the recipient to remain employed by us over defined periods of time for such restrictions to lapse, the measurement date is the date the shares are granted.

•                  When forfeiture restrictions on grants require (1) that the recipient remain employed by us over defined periods of time and (2) that the Company meet certain performance criteria for such restrictions to lapse, the measurement date is the date that the performance criteria are deemed to be met.

 

Expenses from stock-based compensation are reflected in our Consolidated Statements of Operations as follows:

 

		For the three months ended June 30,						For the six months ended June 30,
		2004			2003			2004			2003
Increase in general and administrative expenses		$	401		$	254		$	760		$	484
Increase in losses from service operations		145			100			284			191

 

The following table summarizes our operating results as if we elected to account for our stock-based compensation under the fair value provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation:”

 

			For the three months ended June 30,						For the six months ended June 30,
			2004			2003			2004			2003
Net income, as reported			$	8,843		$	6,238		$	17,836		$	14,225
Add:	Stock-based compensation expense, net of related tax effects and minority interests, included in the determination of net income		381			228			718			430
Less:	Stock-based compensation expense determined under the fair value based method, net of related tax effects and minority interests		(316		)	(208		)	(595		)	(396		)
Net income, pro forma			$	8,908		$	6,258		$	17,959		$	14,259
Basic earnings per share on net income (loss) available to common shareholders, as reported			$	0.13		$	(0.30	)	$	0.29		$	(0.08	)
Basic earnings per share on net income (loss) available to common shareholders, pro forma			$	0.14		$	(0.29	)	$	0.29		$	(0.08	)
Diluted earnings per share on net income (loss) available to common shareholders, as reported			$	0.13		$	(0.30	)	$	0.27		$	(0.08	)
Diluted earnings per share on net income (loss) available to common shareholders, pro forma			$	0.13		$	(0.29	)	$	0.27		$	(0.08	)

 

The stock-based compensation expense under the fair value method, as reported in the above table, was computed using the Black-Scholes option-pricing model.

 

10

 

Recent Accounting Pronouncements

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB 51” (“FIN 46”).  In December 2003, FASB issued FIN No. 46R which replaced FIN 46 and clarified Accounting Research Bulletin 51 (“ARB 51”).  FIN 46R provides guidance in identifying situations in which an entity is controlled by its owners without such owners owning most of the outstanding voting rights in the entity; it defines the entity in such situations as a variable interest entity (“VIE”).  Situations identified by FIN 46R include when the equity owners do not have the characteristics of controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46R then provides guidance in determining when an owner of a VIE should use the consolidation method in accounting for its investment in the VIE.  It also provides for additional disclosure requirements for certain owners of VIEs.  We adopted FIN 46R immediately for all VIEs created subsequent to January 31, 2003 and effective March 31, 2004 for VIEs created prior to February 1, 2003.  In connection with our adoption of FIN 46R, we began to use the consolidation method of accounting effective March 31, 2004 for our investments in the following joint ventures:  MOR Forbes 2 LLC, Gateway 70 LLC and MOR Montpelier 3 LLC, which were previously accounted for using the equity method of accounting, and NBP 220, LLC, which was previously accounted for using the financing method of accounting (see Note 2).  The effect of consolidating these joint ventures on our Consolidated Balance Sheet as of March 31, 2004 is set forth below.

 

Operating properties		$	2,176
Projects under construction or development		17,959
Investments in and advances to unconsolidated real estate joint ventures		(3,957		)
Restricted cash		10
Accounts receivable, net		145
Deferred rent receivable		7
Deferred charges, net		1,026
Prepaid and other assets		(3,263		)
Mortgage and other loans payable		(10,171		)
Accounts payable and accrued expenses		(2,737		)
Rents received in advance and security deposits		(347		)
Other liabilities		4,650
Minority interests-other consolidated real estate entities		(5,498		)
		$	—

 

The consolidation of these joint ventures had no effect on our Consolidated Statements of Operations for the three months ended March 31, 2004 and 2003.  Additional information regarding our real estate joint ventures is available in Note 5 to the Consolidated Financial Statements.

 

4.             Commercial Real Estate Properties

 

Operating properties consisted of the following:

 

		June 30, 2004			December 31, 2003
Land		$	236,026		$	216,703
Buildings and improvements		1,091,865			1,003,214
		1,327,891			1,219,917
Less: accumulated depreciation		(121,630		)	(103,070		)
		$	1,206,261		$	1,116,847

 

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Projects we had under construction or development consisted of the following:

 

		June 30, 2004			December 31, 2003
Land		$	70,407		$	53,356
Construction in progress		51,365			13,793
		$	121,772		$	67,149

 

2004 Acquisitions

 

We acquired the following office properties during the six months ended June 30, 2004:

 

Project Name		Location		Date of Acquisition		Number of Buildings		Total Rentable Square Feet		Initial Cost
400 Professional Drive		Gaithersburg, MD		3/5/2004		1		129,030		$	23,196
Wildewood and Exploration/ Expedition Office Parks		St. Mary’s County, MD		3/24/2004 & 5/5/2004		9		489,924		57,844
10150 York Road		Hunt Valley, MD		4/15/2004		1		178,764		15,372
								797,718		$	96,412

 

The table below sets forth the allocation of the acquisition costs of these properties:

 

 

		400 Professional Drive			Wildewood and Exploration/ Expedition			10150 York Road			Total
Land		$	3,673		$	10,160		$	2,695		$	16,528
Building and improvements		14,691			40,642			10,782			66,115
Intangible assets on real estate acquisitions		4,863			7,092			2,289			14,244
Total assets		23,227			57,894			15,766			96,887
Deferred revenue associated with acquired operating leases		(31		)	(50		)	(394		)	(475		)
Total acquisition cost		$	23,196		$	57,844		$	15,372		$	96,412

 

We also acquired the following during the six months ended June 30, 2004:

 

•                  a parcel of land located in St. Mary’s County, Maryland for $1,905 on March 24, 2004 in connection with our acquisition of the Wildewood and Exploration/Expedition Office Parks;

•                  two adjacent parcels of land located in Chantilly, Virginia for $4,012 on April 14, 2004.  An operating building of ours is located on one of these parcels and a project we have under construction is located on the other parcel; and

•                  a 5.3 acre parcel of land located in Herndon, Virginia that is adjacent to one of our office properties for $9,614 on April 29, 2004.

 

2004 Construction/Development

 

As of June 30, 2004, we had construction underway on three new buildings in Annapolis Junction, Maryland, one new building in Chantilly, Virginia and one new building in Lanham, Maryland.  We also had development underway on three new buildings located in Annapolis Junction, Maryland and one new building located in Chantilly, Virginia.

 

2004 Dispositions

 

On April 26, 2004, we sold a land parcel in Columbia, Maryland and a land parcel in Linthicum, Maryland for $9,600.  We issued to the buyer a $5,600 mortgage loan bearing interest at 5.5% and a maturity date of July 2005;

 

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the balance of the acquisition was in the form of cash from the buyer.  Upon completion of the sale, we entered into an agreement with the buyer to lease the land parcels for an aggregate monthly payment of $10 beginning July 1, 2004 until April 30, 2005, at which time the rent reduces to $1 per month until 2079.  The buyer in this transaction has an option to contribute the two land parcels into our Operating Partnership between January 1, 2005 and February 28, 2005 in exchange for extinguishment of the $5,600 mortgage loan with us and $4,000 in common units in our Operating Partnership; a unit price ranging from $24.45 to $25.90 will be used to determine the number of units in the Operating Partnership that the buyer would receive if the option were exercised.  If the buyer in this transaction does not exercise its option to contribute the two land parcels into our Operating Partnership, we have the option to re-acquire the properties anytime after March 15, 2005 for the same consideration described in the previous sentence.  We accounted for this transaction using the financing method of accounting; as a result, the sale was not recorded and the $4,000 in net proceeds received from the buyer is included in other liabilities on our consolidated balance sheet as of June 30, 2004.

 

5.                                      Real Estate Joint Ventures

 

Our investments in and advances to unconsolidated real estate joint ventures accounted for using the equity method of accounting included the following:

 

		Balance at												Total			Maximum
		June 30, 2004			December 31, 2003			Date Acquired		Ownership		Nature of Activity		Assets at 6/30/04			Exposure to Loss (1)
Route 46 Partners, LLC		$	1,055		$	1,055		3/14/03		20%		Operating building (2)		$	23,082		$	1,374
Gateway 70 LLC		—			3,017			4/5/01		See Below		Developing land parcel (3)		N/A			N/A
MOR Forbes 2 LLC		—			735			12/24/02		See Below		Constructing building (4)		N/A			N/A
MOR Montpelier 3 LLC		—			455			2/21/02		See Below		Developing land parcel (5)		N/A			N/A
		$	1,055		$	5,262								$	23,082		$	1,374

 

(1)          Derived from the sum of our investment balance, loan guarantees (based on maximum loan balance) and maximum additional unilateral capital contributions required from us.  Not reported above are additional amounts that we and our partners are required to fund when needed by these joint ventures; these funding requirements are proportional to our ownership percentage.

(2)          This joint venture’s property is located in Fairfield, New Jersey.

(3)          This joint venture’s property is located in Columbia, Maryland.

(4)          This joint venture’s property is located in Lanham, Maryland.

(5)          This joint venture’s property is located in Laurel, Maryland.

 

As discussed in Note 3, we adopted FIN 46R effective March 31, 2004 for VIEs created prior to February 1, 2003.  Upon this adoption, we began using the consolidation method of accounting for the following joint ventures that had previously been accounted for using either the equity or financing methods of accounting:

 

		Date Acquired		Ownership % at 6/30/04		Nature of Activity		Total Assets at 6/30/2004			Collateralized Assets at 6/30/2004
NBP 220, LLC		1/31/03		20%		Constructing building (1)		$	28,801		$	22,603
MOR Forbes 2 LLC		12/24/02		50%		Constructing building (2)		4,550			4,277
Gateway 70 LLC		4/5/01		80%		Developing land parcel (3)		3,722			—
MOR Montpelier 3 LLC		2/21/02		50%		Developing land parcel (4)		946			—
								$	38,019		$	26,880

 

(1)          This joint venture’s property is located in Annapolis Junction, Maryland.

(2)          This joint venture’s property is located in Lanham, Maryland.

(3)          This joint venture’s property is located in Columbia, Maryland.

(4)          This joint venture’s property is located in Laurel, Maryland.

 

Our commitments and contingencies pertaining to our real estate joint ventures are disclosed in Note 16.  The following table sets forth a condensed balance sheet for our one unconsolidated real estate joint venture as of June 30, 2004:

 

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Commercial real estate property		$	21,631
Other assets		1,451
Total assets		$	23,082
Liabilities		$	14,558
Owners’ equity		8,524
Total liabilities and owners’ equity		$	23,082

 

6.             Investments in and Advances to Other Unconsolidated Entities

 

Our investments in and advances to other unconsolidated entities include the following:

 

		June 30, 2004			December 31, 2003			Date Acquired		Ownership % at 6/30/04		Investment Accounting Method
TractManager, Inc. (1)		$	1,621		$	1,621		Various 2000		5	%	Cost

 

 

(1)          TractManager, Inc. has developed an Internet-based contract imaging and management system for sale to real estate owners and healthcare providers.

 

7.             Intangible Assets on Real Estate Acquisitions

 

Intangible assets on real estate acquisitions consisted of the following:

 

		June 30, 2004			December 31, 2003
Tenant value		$	51,666		$	46,613
Lease to market value		8,219			7,819
Lease cost portion of deemed cost avoidance		6,229			5,294
Market concentration premium		1,333			1,333
Subtotal		67,447			61,059
Accumulated amortization		(13,573		)	(5,367		)
Intangible assets on real estate acquisitions, net		$	53,874		$	55,692

 

8.             Deferred Charges

 

Deferred charges consisted of the following:

 

		June 30, 2004			December 31, 2003
Deferred leasing costs		$	27,931		$	20,712
Deferred financing costs		15,425			13,263
Goodwill		1,880			1,880
Deferred other		155			155
		45,391			36,010
Accumulated amortization		(21,385		)	(18,287		)
Deferred charges, net		$	24,006		$	17,723

 

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9.             Derivatives

 

The following table sets forth our derivative contracts and their respective fair values:

 

Nature of Derivative		Notional Amount in (millions)			One-Month LIBOR base		Effective Date		Expiration Date		Fair Value at June 30, 2004			Fair Value at December 31, 2003
Interest rate swap		$	50.0		2.308	%	1/2/2003		1/3/2005		$	(106	)	$	(467	)
Interest rate swap		50.0			1.520	%	1/7/2003		1/2/2004		—			—
Total											$	(106	)	$	(467	)

 

We have designated each of these derivatives as cash flow hedges.  These derivatives hedge the risk of changes in interest rates on certain of our one-month LIBOR-based variable rate borrowings.  At June 30, 2004, our outstanding interest rate swap was considered a highly effective cash flow hedge under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.”

 

The table below sets forth our accounting application of changes in derivative fair values:

 

		For the six months ended June 30,
		2004			2003
Increase (decrease) in fair value applied to AOCL (1) and minority interests		$	284		$	(427	)
Increase in fair value recognized as gain (2)		77			—

 

(1)          AOCL is defined below.

(2)          Represents hedge ineffectiveness and is included in interest expense on our Consolidated Statements of Operations.

 

Over time, the unrealized losses associated with interest rate swaps that are held in the accumulated other comprehensive loss component of shareholders’ equity (“AOCL”) and minority interests will be reclassified to earnings as interest payments occur on our LIBOR-based borrowings.

 

10.          Shareholders’ Equity

 

Preferred Shares

 

Preferred shares of beneficial interest (“preferred shares”) consisted of the following:

 

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		June 30, 2004			December 31, 2003
1,725,000 designated as Series B Cumulative Redeemable Preferred Shares of beneficial interest (1,250,000 shares issued with an aggregate liquidation preference of $31,250 at June 30, 2004 and December 31, 2003)		$	13		$	13
544,000 designated as Series D Cumulative Convertible Redeemable Preferred Shares of beneficial interest (544,000 shares issued at December 31, 2003 with an aggregate liquidation preference of $13,600 at December 31, 2003)		—			5
1,265,000 designated as Series E Cumulative Redeemable Preferred Shares of beneficial interest (1,150,000 shares issued with an aggregate liquidation preference of $28,750 at June 30, 2004 and December 31, 2003)		11			11
1,425,000 designated as Series F Cumulative Redeemable Preferred Shares of beneficial interest (1,425,000 shares issued with an aggregate liquidation preference of $35,625 at June 30, 2004 and December 31, 2003)		14			14
2,200,000 designated as Series G Cumulative Redeemable Preferred Shares of beneficial interest (2,200,000 shares issued with an aggregate liquidation preference of $55,000 at June 30, 2004 and December 31, 2003)		22			22
2,000,000 designated as Series H Cumulative Redeemable Preferred Shares of beneficial interest (2,000,000 shares issued with an aggregate liquidation preference of $50,000 at June 30, 2004 and December 31, 2003)		20			20
Total preferred shares		$	80		$	85

 

On February 11, 2004, the holder of the Series D Preferred Shares converted the shares into common shares on the basis of 2.2 common shares for each Series D Preferred Share, resulting in the issuance of 1,196,800 common shares.

 

Common Shares

 

On April 23, 2004, we sold 2,750,000 common shares to an underwriter at a net price of $21.243 per share.  We contributed the net proceeds totaling approximately $58,200 to our Operating Partnership in exchange for 2,750,000 common units.

 

During the six months ended June 30, 2004, 116,108 common units in our Operating Partnership were converted into common shares on the basis of one common share for each common unit.

 

During the six months ended June 30, 2004, we issued 99,935 common shares to certain employees.  All of these shares are subject to forfeiture restrictions that lapse annually throughout their respective terms provided that the employees remain employed by us.  During the same period, forfeiture restrictions lapsed on 105,811 common shares previously issued to employees.  We also issued 4,000 unrestricted common shares to employees during this period.

 

We issued 387,470 common shares upon the exercise of share options during the six months ended June 30, 2004.

 

A summary of the activity in the AOCL component of shareholders’ equity for the six months ended June 30, 2004 follows:

 

Beginning balance		$	(294	)
Unrealized loss on interest rate swaps, net of minority interests		211
Ending balance		$	(83	)

 

The table below sets forth our comprehensive income (loss) for the periods reported herein:

 

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		For the three months ended June 30,						For the six months ended June 30,
		2004			2003			2004			2003
Increase (decrease) in fair value of derivatives		$	245		$	(132	)	$	211		$	(343	)
Total comprehensive income (loss)		$	245		$	(132	)	$	211		$	(343	)

 

11.          Dividends and Distributions

 

The following table summarizes our dividends and distributions when either the payable dates or record dates occurred during the six months ended June 30, 2004:

 

		Record Date		Payable Date		Dividend/ Distribution Per Share/Unit			Total Dividend/ Distribution
Series B Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.6250		$	781
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.6250		$	781
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.6250		$	781
Series D Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.2500		$	136
Series E Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.6406		$	737
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.6406		$	737
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.6406		$	737
Series F Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.6172		$	880
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.6172		$	880
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.6172		$	880
Series G Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.5000		$	1,100
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.5000		$	1,100
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.5000		$	1,100
Series H Preferred Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.1458		$	292
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.4688		$	938
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.4688		$	938
Common Shares:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.2350		$	6,806
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.2350		$	7,178
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.2350		$	7,878
Common Units:
Fourth Quarter 2003		December 31, 2003		January 15, 2004		$	0.2350		$	2,085
First Quarter 2004		March 31, 2004		April 15, 2004		$	0.2350		$	2,074
Second Quarter 2004		June 30, 2004		July 15, 2004		$	0.2350		$	2,057

 

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12.          Supplemental Information to Statements of Cash Flows

 

		For the six months ended June 30,
		2004			2003
Supplemental schedule of non-cash investing and financing activities:
Consolidation of real estate joint ventures in connection with adoption of FIN 46R:
Operating properties		$	2,176		$	—
Projects under construction or development		17,959			—
Investments in and advances to unconsolidated real estate joint ventures		(3,957		)	—
Restricted cash		10			—
Accounts receivable, net		145			—
Deferred rent receivable		7			—
Deferred charges, net		1,026			—
Prepaid and other assets		(3,263		)	—
Mortgage and other loans payable		(10,171		)	—
Accounts payable and accrued expenses		(2,737		)	—
Rents received in advance and security deposits		(347		)	—
Other liabilities		4,650			—
Minority interests-other consolidated real estate entities		(5,498		)	—
Net adjustment		$	—		$	—
Adjustment to purchase of commercial real estate properties by acquiring joint venture interests:
Operating properties		$	(83	)	$	—
Investments in and advances to unconsolidated real estate joint ventures		83			—
Net adjustment		$	—		$	—
Debt assumed in connection with acquisitions		$	25,637		$	16,917
Notes receivable assumed upon sales of real estate		$	—		$	3,300
Investment in real estate joint venture obtained with disposition of property		$	—		$	2,300
Increase (decrease) in accrued capital improvements and leasing costs		$	9,146		$	(599	)
Amortization of discounts and premiums on mortgage loans to commercial real estate properties		$	318		$	203
Accretion of other liability to commercial real estate properties		$	147		$	218
Increase (decrease) in fair value of derivatives applied to AOCL and minority interests		$	284		$	(427	)
Adjustments to minority interests resulting from changes in ownership of Operating Partnership by COPT		$	9,093		$	5,900
Dividends/distribution payable		$	13,668		$	10,421
Decrease in minority interests and increase in shareholders’ equity in connection with the conversion of common units into common shares		$	2,626		$	686
Conversion of preferred shares adjusted to common shares and paid in capital		$	12		$	—
Issuance of restricted shares		$	2,271		$	—

 

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13.          Information by Business Segment

 

We have seven primary office property segments: Baltimore/Washington Corridor, Northern Virginia, Greater Philadelphia, Northern/Central New Jersey, Greater Harrisburg, Suburban Maryland and Southern Maryland.

 

The table below reports segment financial information.  The reportable segments include, when applicable, properties classified as discontinued operations because these properties are included in the measure of profit reviewed by management.  Our segment entitled “Other” includes assets and operations not specifically associated with the other defined segments.  We measure the performance of our segments based on total revenues less property operating expenses, a measure we define as net operating income (“NOI”).  We believe that NOI is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of the core operations that is unaffected by depreciation, amortization, financing and general and administrative expenses; this measure is particularly useful in our opinion in evaluating the performance of geographic segments, same-office property groupings and individual properties.

 

		Baltimore/ Washington Corridor			Northern Virginia			Greater Philadelphia			Northern/ Central New Jersey			Greater Harrisburg			Suburban Maryland			Southern Maryland			Other			Total
Three months ended June 30, 2004:
Revenues		$	25,021		$	13,289		$	2,507		$	4,661		$	2,168		$	2,358		$	1,662		$	2,226		$	53,892
Property operating expenses		7,611			3,074			39			1,241			759			785			359			779			14,647
NOI		$	17,410		$	10,215		$	2,468		$	3,420		$	1,409		$	1,573		$	1,303		$	1,447		$	39,245
Commercial real estate property expenditures		$	14,329		$	15,478		$	172		$	516		$	69		$	898		$	6,767		$	15,558		$	53,787
Three months ended June 30, 2003:
Revenues		$	23,743		$	5,246		$	2,506		$	3,657		$	2,658		$	1,296		$	—		$	1,778		$	40,884
Property operating expenses		6,330			1,651			36			1,265			683			590			—			570			11,125
NOI		$	17,413		$	3,595		$	2,470		$	2,392		$	1,975		$	706		$	—		$	1,208		$	29,759
Commercial real estate property expenditures		$	2,350		$	60,828		$	166		$	28		$	40		$	217		$	—		$	616		$	64,245
Six months ended June 30, 2004:
Revenues		$	50,299		$	24,175		$	5,013		$	9,340		$	4,411		$	3,913		$	1,786		$	3,926		$	102,863
Property operating expenses		15,736			6,386			79			2,727			1,501			1,383			392			1,482			29,686
NOI		$	34,563		$	17,789		$	4,934		$	6,613		$	2,910		$	2,530		$	1,394		$	2,444		$	73,177
Commercial real estate property expenditures		$	44,090		$	18,542		$	351		$	749		$	264		$	27,387		$	55,298		$	15,917		$	162,598
Segment assets at June 30, 2004		$	718,058		$	281,381		$	101,444		$	83,546		$	68,376		$	70,714		$	59,429		$	107,741		$	1,490,689
Six months ended June 30, 2003:
Revenues		$	46,591		$	11,106		$	5,012		$	8,179		$	5,151		$	3,778		$	—		$	3,487		$	83,304
Property operating expenses		14,357			3,534			70			2,893			1,430			1,614			—			1,229			25,127
NOI		$	32,234		$	7,572		$	4,942		$	5,286		$	3,721		$	2,164		$	—		$	2,258		$	58,177
Commercial real estate property expenditures		$	41,119		$	61,092		$	309		$	229		$	167		$	405		$	—		$	750		$	104,071
Segment assets at June 30, 2003		$	636,973		$	186,140		$	102,992		$	85,461		$	69,755		$	41,605		$	—		$	94,440		$	1,217,366

 

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