Exhibit 99.1
Corporate Office Properties Trust |
Contact: |
8815 Centre Park Drive, Suite 400 |
Mary Ellen Fowler |
Columbia, Maryland 21045 |
Vice President |
Telephone 410-730-9092 |
Finance and Investor Relations |
Facsimile 410-740-1174 |
410-992-7324 |
Website www.copt.com |
maryellen.fowler@copt.com |
|
|
NEWS RELEASE |
For Immediate Release |
CORPORATE OFFICE PROPERTIES TRUST REPORTS
THIRD QUARTER 2004 RESULTS
COLUMBIA, MD October 27, 2004 - Corporate Office Properties Trust (NYSE: OFC) announced today financial and operating results for the quarter ended September 30, 2004.
Earnings per Share (EPS) diluted of $.12 for the third quarter of 2004 as compared to $.18 per diluted share for the third quarter of 2003. Net Income Available to Common Shareholders diluted of $4,153,000 for third quarter 2004 decreased from $5,425,000 for the comparable 2003 period. Included in the third quarter 2004 net income available to common shareholders was recognition of an accounting charge of $1,813,000 reflecting the issuance costs of the Series B preferred shares redeemed July 15, 2004. Without this accounting charge, net income available to common shareholders diluted, as adjusted, would have been $.17 per share.
Funds from Operations (FFO) per diluted share of $.39 for the third quarter 2004 down from $.41 per diluted share for third quarter 2003. Included in the third quarter 2004 FFO was the accounting charge of $1,813,000 for the Series B preferred share redemption. Without this accounting charge, FFO per diluted share, as adjusted, would have been $.43 per share representing an increase of 4.9%.
93.0% occupied and 94.9% leased as of September 30, 2004, up from 91.2% and 92.8% at December 31, 2003.
$134.2 million in acquisitions for three office buildings totaling 554,228 square feet.
696,464 square feet under construction, 51% leased at September 30, 2004.
8.5% increase in quarterly common dividend from $.235 to $.255 per share.
Same property NOI, representing 79% of the portfolio, decreased by 1% on a cash basis and increased 2.3% on a GAAP basis, compared to the same quarter 2003.
1
$57.3 million of common equity raised.
77.3% of expiring leases renewed, for a total of 198,318 square feet.
Since the beginning of 2004, we have made great strides. We have increased our occupancy by 180 basis points, acquired additional properties that increased our portfolio size by 13%, and started construction of new buildings which will increase our portfolio by an additional 6% when complete. We are focused on a number of strategic investments that will position the Company for long term growth, stated Clay W. Hamlin, III, Chief Executive Officer.
Financial Results
EPS for the quarter ended September 30, 2004 totaled $.12 per diluted share, or $4,153,000 of Net Income Available to Common Shareholders, as compared to $.18 per diluted share, or $5,425,000 for the quarter ended September 30, 2003. Revenues from real estate operations for the quarter ended September 30, 2004 were $53,097,000, as compared to $45,448,000 for the quarter ended September 30, 2003.
EPS for the nine months ended September 30, 2004, totaled $.39 per diluted share and net income available to common shareholders totaled $13,098,000 as compared to $.12 per diluted share, and $3,359,000 net income available to common shareholders for the nine months ended September 30, 2003. The nine month 2003 earnings per share was impacted by an accounting charge of $11,224,000 recognized in connection with the repurchase of the Series C preferred units during June of that year.
Diluted FFO for the quarter ended September 30, 2004 totaled $17,368,000, or $.39 per diluted share, as compared to $16,725,000, or $.41 per diluted share, for the quarter ended September 30, 2003. The Company recorded $224,000 and $347,000 of SFAS 141 revenues for the quarters ended September 30, 2004 and September 30, 2003, respectively. FFO Payout ratio was 65.9% for third quarter 2004 compared to 53.9% for the comparable 2003 period.
Diluted FFO for the nine months ending September 30, 2004, totaled $55,085,000, or $1.29 per diluted share, as compared to $45,082,000, or $1.16 per diluted share, for the nine months ended September 30, 2003, representing an 11.2% increase on a per share basis. The Company recorded $806,000 and $1,465,000 of SFAS 141 revenues for the nine months ending September 30, 2004, and September 30, 2003, respectively. Excluding the effects of SFAS 141 revenues, diluted FFO per share would have been $1.27 per share for the nine months ending September 30, 2004, as compared to $1.12 per share for the comparable 2003 period, representing an increase of 13.4% per share. Diluted FFO payout ratio was 56% for the nine months ending September 30, 2004 versus 57% for the comparable 2003 period.
Adjusted Funds From Operations (AFFO) diluted decreased to $11,759,000 for third quarter 2004 as compared to $11,963,000 for third quarter 2003. The Companys AFFO payout ratio was 97.3% for third quarter 2004 compared to 75.4% for third quarter 2003.
Diluted AFFO for the nine months ending September 30, 2004, totaled $37,924,000 as compared to $32,096,000 for the comparable 2003 period, representing an increase of 18.2%. Diluted
2
AFFO payout ratio was 81% for the nine months ending September 30, 2004, compared to 80% for the comparable 2003 period.
As of September 30, 2004, the Company had a total market capitalization of $2.3 billion, with $947.3 million in debt outstanding, equating to a 41.5% debt-to-total market capitalization ratio. The Companys total quarterly weighted average interest rate was 5.63%, and 82% of total debt was subject to fixed interest rates. For the third quarter 2004, EBITDA interest coverage ratio was 3.2x and EBITDA fixed charge coverage was 2.4x.
Operating Results
At September 30, 2004, the Companys portfolio of 136 office properties totaling 11.6 million square feet, including two joint venture properties, was 93.0% occupied and 94.9% leased, up from 91.2% and 92.8% at year end 2003, respectively.
During the quarter, 198,318 square feet was renewed, equating to a 77.3% renewal rate, at an average capital cost of $2.52 per square foot. The Company achieved a 9.5% increase in base rent and a 6.4% increase in total rent on a straight line basis for 403,810 square feet of renewed and retenanted space. The average capital cost for renewed and retenanted space was $10.15 per square foot. Base rent increased 3% and total rent increased 1% on a cash basis for the quarter on renewed and retenanted space.
Same property NOI decreased 1% on a cash basis and increased 2.3% on a GAAP basis for the quarter, compared to the quarter ended September 30, 2003. The same property portfolio consists of 111 properties representing 79% of the total square footage as of September 30, 2004.
Significant leases signed during the quarter include 103,683 square feet with Northrop Grumman for all of 2691 Technology Drive (191 NBP) and 162,498 square feet with Booz Allen Hamilton Inc. for all of 304 Carina Drive (304 NBP).
Development Activity
At quarter end, the Company had five buildings under construction totaling 696,464 square feet that are 51% leased. One of these buildings, representing 88,094 square feet, will be operational this fall and we expect the balance will become operational during 2005 or early 2006. At quarter end, the Company had under development two buildings 306 NBP and 322 NBP for a total of 285,651 square feet. Including all buildings mentioned above, by year end the Company will have a total of 894,021 square feet under construction or development. 220 NBP, a 156,730 square foot building fully leased to The Titan Corporation, was placed into service during the quarter.
3
The Company controls 265 acres of land that can support 3.8 million square feet of office space. A majority of the land is located in Northern Virginia and the Baltimore Washington Corridor.
Acquisition Activity
During the quarter ending September 30, 2004, the Company acquired three office buildings comprising 554,228 square feet for a total cost of $134.2 million that were 91% leased at closing. Two buildings totaling 440,102 square feet are known as Pinnacle Towers and are located in the Tysons Corner submarket in McLean, Virginia. The third building, Corporate Pointe III, is 114,126 square feet and is located in Westfields Corporate Center in Chantilly, Virginia.
The Company also acquired 14 acres of land located in Columbia Gateway Business Park for $6.3 million.
The Company acquired the interest of its joint venture partner in the property located at 2720 Technology Drive (220 NBP) for $4.9 million.
Financing and Capital Transactions
The Company executed the following transactions during the quarter:
10% Series B Cumulative Redeemable Preferred Shares redeemed at $25.00 per share. The Company recorded a $1.8 million charge in the quarter for the write-off of initial offering costs associated with the issuance of the Series B shares.
$115 million seven year mortgage loan with a fixed rate of 5.47% closed during the quarter.
$63 million secured loan to finance construction of 191 NBP, 304 NBP, and 318 NBP closed during the quarter.
8.5% increase in quarterly common dividend from $.235 to $.255 per share.
The Company has revised the EPS guidance from $.50 $.54 to $.53 $.54 per diluted share for 2004. The previous 2004 FFO guidance of $1.70 $1.74 has been revised to $1.72 $1.74 per diluted share. The Companys 2005 EPS guidance is $.38 $.45 per diluted share. The 2005
4
FFO guidance is $1.78 $1.85 per diluted share. The Company will discuss the assumptions for the 2005 guidance during the Earnings Call.
The Company will hold an investor/analyst conference call:
Conference Call and Webcast Date: October 28, 2004
Time: 4:00 p.m. ET
Dial In Number: (800) 210-9006
Confirmation Code for the call: 854607
A replay of the conference call will begin on Thursday, October 28, 2004 at 7:00 p.m. ET and will be available through Thursday, November 11, 2004, midnight ET. The telephone number for the replay is (888) 203-1112. When prompted, enter the confirmation code shown above. The live webcast may be accessed under the Investor Relations section of the Companys website at www.copt.com through February 10, 2005.
Definitions
Please refer to our Form 8K or our website (www.copt.com) for definitions of certain terms used in this press release. Reconciliations of GAAP and non-GAAP measurements are included in the attached tables.
Company Information
Corporate Office Properties Trust is a fully integrated, self-managed, real estate investment trust which focuses on the ownership, management, leasing, acquisition and development of suburban office properties located in select Mid-Atlantic submarkets. The Company currently owns 136 office properties totaling 11.6 million rentable square feet, including two properties held through joint ventures. Corporate Development Services provides a wide range of development and construction management services. In addition, Corporate Office Services provides land planning, design/build services, consulting and merchant development to third party entities. The Companys shares are traded on the New York Stock Exchange under the symbol OFC. More information on Corporate Office Properties Trust can be found on the Internet at www.copt.com.
This press release may contain forward-looking statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Companys current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as may, will, should, expect, estimate or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Accordingly, the Company can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements.
Important factors that may affect these expectations, estimates, and projections include, but are not limited to:
the Companys ability to borrow on favorable terms;
general economic and business conditions, which will, among other things, affect office property demand and rents, tenant creditworthiness, interest rates and financing availability;
adverse changes in the real estate markets including, among other things, increased competition with other companies;
5
risk of real estate acquisition and development, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;
risks of investing through joint venture structures, including risks that the Companys joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with the Companys objectives;
governmental actions and initiatives; and
environmental requirements.
The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Companys filings with the Securities and Exchange Commission, particularly the section entitled Risk Factors in Item 1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
Financial Tables Attached
6
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
|
|
Three Months Ended |
|
||||
|
|
2004 |
|
2003 |
|
||
Revenues |
|
|
|
|
|
||
Real estate revenues |
|
$ |
53,097 |
|
$ |
45,448 |
|
Service operations revenues |
|
7,725 |
|
19,803 |
|
||
Total revenues |
|
60,822 |
|
65,251 |
|
||
Expenses |
|
|
|
|
|
||
Property operating |
|
16,197 |
|
13,075 |
|
||
Depreciation and other amortization associated with real estate operations |
|
11,802 |
|
9,462 |
|
||
Service operations expenses |
|
7,237 |
|
19,061 |
|
||
General and administrative expenses |
|
2,698 |
|
1,937 |
|
||
Total operating expenses |
|
37,934 |
|
43,535 |
|
||
Operating income |
|
22,888 |
|
21,716 |
|
||
Interest expense |
|
(10,839 |
) |
(10,436 |
) |
||
Amortization of deferred financing costs |
|
(577 |
) |
(773 |
) |
||
Income from continuing operations before gain on sales of real estate, equity in income of unconsolidated real estate joint ventures, income taxes and minority interests |
|
11,472 |
|
10,507 |
|
||
Gain on sales of real estate, excluding discontinued operations |
|
24 |
|
23 |
|
||
Equity in income of unconsolidated real estate joint ventures |
|
¾ |
|
95 |
|
||
Income tax expense |
|
(145 |
) |
(297 |
) |
||
Income from continuing operations before minority interests |
|
11,351 |
|
10,328 |
|
||
Minority interests in income from continuing operations of consolidated subsidiaries |
|
(1,601 |
) |
(1,757 |
) |
||
Income from continuing operations |
|
9,750 |
|
8,571 |
|
||
Income from discontinued operations, net of minority interests |
|
¾ |
|
11 |
|
||
Net income |
|
9,750 |
|
8,582 |
|
||
Preferred share dividends |
|
(3,784 |
) |
(3,157 |
) |
||
Issuance costs associated with redeemed preferred shares |
|
(1,813 |
) |
¾ |
|
||
Net income available to common shareholders |
|
$ |
4,153 |
|
$ |
5,425 |
|
|
|
|
|
|
|
||
Earnings per share EPS computation |
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
||
Net income available to common shareholders |
|
$ |
4,153 |
|
$ |
5,425 |
|
Dividends on convertible preferred shares |
|
¾ |
|
136 |
|
||
Numerator for dilutive EPS |
|
$ |
4,153 |
|
$ |
5,561 |
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
||
Weighted average common shares-basic |
|
33,797 |
|
28,832 |
|
||
Assumed conversion of dilutive options |
|
1,655 |
|
1,480 |
|
||
Assumed conversion of preferred shares |
|
¾ |
|
1,197 |
|
||
Weighted average common shares-diluted |
|
35,452 |
|
31,509 |
|
||
EPS |
|
|
|
|
|
||
Basic |
|
$ |
0.12 |
|
$ |
0.19 |
|
Diluted |
|
$ |
0.12 |
|
$ |
0.18 |
|
7
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
|
|
Three Months Ended |
|
||||
|
|
2004 |
|
2003 |
|
||
|
|
|
|
|
|
||
Net income |
|
$ |
9,750 |
|
$ |
8,582 |
|
Add: Real estate-related depreciation and amortization |
|
11,700 |
|
9,337 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
¾ |
|
86 |
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(56 |
) |
¾ |
|
||
Less: Gain on sales of real estate, excluding development portion |
|
(24 |
) |
(23 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
(1,813 |
) |
¾ |
|
||
Funds from operations (FFO) |
|
19,557 |
|
17,982 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
1,595 |
|
1,763 |
|
||
Less: Preferred share dividends |
|
(3,784 |
) |
(3,157 |
) |
||
Funds from operations - basic (Basic FFO) |
|
17,368 |
|
16,588 |
|
||
Add: Convertible preferred share dividends |
|
¾ |
|
136 |
|
||
Expense associated with dilutive options |
|
¾ |
|
1 |
|
||
Funds from operations - diluted (Diluted FFO) |
|
17,368 |
|
16,725 |
|
||
Less: Straight-line rent adjustments |
|
(2,519 |
) |
(1,293 |
) |
||
Less: Recurring capital improvements |
|
(4,679 |
) |
(3,122 |
) |
||
Less: Amortization of origination value of leases on acquired properties into rental revenue |
|
(224 |
) |
(347 |
) |
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
¾ |
|
||
Adjusted funds from operations - diluted (Diluted AFFO) |
|
$ |
11,759 |
|
$ |
11,963 |
|
|
|
|
|
|
|
||
Basic weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
33,797 |
|
28,832 |
|
||
Conversion of weighted average common units |
|
8,690 |
|
8,909 |
|
||
Basic weighted average common shares/units |
|
42,487 |
|
37,741 |
|
||
Conversion of share options |
|
1,655 |
|
1,480 |
|
||
Conversion of weighted average convertible preferred shares |
|
¾ |
|
1,197 |
|
||
Diluted weighted average common shares/units |
|
44,142 |
|
40,418 |
|
||
Diluted FFO per common share |
|
$ |
0.39 |
|
$ |
0.41 |
|
Dividends/distributions per common share/unit |
|
$ |
0.255 |
|
$ |
0.235 |
|
Earnings payout ratio |
|
222 |
% |
125 |
% |
||
Diluted FFO payout ratio |
|
66 |
% |
54 |
% |
||
Diluted AFFO payout ratio |
|
97 |
% |
75 |
% |
||
Interest coverage for the quarter ended (on EBITDA) |
|
3.20 |
|
3.00 |
|
||
|
|
|
|
|
|
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
35,452 |
|
31,509 |
|
||
Weighted average common units |
|
8,690 |
|
8,909 |
|
||
Denominator for diluted FFO per share |
|
44,142 |
|
40,418 |
|
8
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
|
|
Nine Months Ended |
|
|||||
|
|
2004 |
|
2003 |
|
|||
Revenues |
|
|
|
|
|
|||
Real estate revenues |
|
$ |
155,960 |
|
$ |
127,844 |
|
|
Service operations revenues |
|
21,942 |
|
26,463 |
|
|||
Total revenues |
|
177,902 |
|
154,307 |
|
|||
Expenses |
|
|
|
|
|
|||
Property operating |
|
45,883 |
|
37,830 |
|
|||
Depreciation and other amortization associated with real estate operations |
|
38,045 |
|
26,735 |
|
|||
Service operations expenses |
|
20,474 |
|
25,883 |
|
|||
General and administrative expenses |
|
7,471 |
|
5,651 |
|
|||
Total operating expenses |
|
111,873 |
|
96,099 |
|
|||
Operating income |
|
66,029 |
|
58,208 |
|
|||
Interest expense |
|
(31,615 |
) |
(30,608 |
) |
|||
Amortization of deferred financing costs |
|
(1,936 |
) |
(1,957 |
) |
|||
Income from continuing operations before (loss) gain on sales of real estate, equity in loss of unconsolidated real estate joint ventures, income taxes and minority interests |
|
32,478 |
|
25,643 |
|
|||
(Loss) gain on sales of real estate, excluding discontinued operations |
|
(174 |
) |
448 |
|
|||
Equity in loss of unconsolidated real estate joint ventures |
|
(88 |
) |
(91 |
) |
|||
Income tax expense |
|
(375 |
) |
(238 |
) |
|||
Income from continuing operations before minority interests |
|
31,841 |
|
25,762 |
|
|||
Minority interests in income from continuing operations of consolidated subsidiaries |
|
(4,255 |
) |
(5,378 |
) |
|||
Income from continuing operations |
|
27,586 |
|
20,384 |
|
|||
Income from discontinued operations, net of minority interests |
|
¾ |
|
2,423 |
|
|||
Net income |
|
27,586 |
|
22,807 |
|
|||
Preferred share dividends |
|
(12,675 |
) |
(8,224 |
) |
|||
Repurchase of preferred units in excess of recorded book value |
|
¾ |
|
(11,224 |
) |
|||
Issuance costs associated with redeemed preferred shares |
|
(1,813 |
) |
¾ |
|
|||
Net income available to common shareholders |
|
$ |
13,098 |
|
$ |
3,359 |
|
|
|
|
|
|
|
|
|||
EPS Computation |
|
|
|
|
|
|||
Numerator: |
|
|
|
|
|
|||
Net income available to common shareholders |
|
$ |
13,098 |
|
$ |
3,359 |
|
|
Dividends on convertible preferred shares |
|
21 |
|
¾ |
|
|||
Numerator for diluted EPS |
|
$ |
13,119 |
|
$ |
3,359 |
|
|
Denominator: |
|
|
|
|
|
|||
Weighted average common shares-basic |
|
32,124 |
|
25,886 |
|
|||
Assumed conversion of dilutive options |
|
1,680 |
|
1,257 |
|
|||
Assumed conversion of preferred shares |
|
179 |
|
¾ |
|
|||
Weighted average common shares-diluted |
|
33,983 |
|
27,143 |
|
|||
EPS |
|
|
|
|
|
|||
Basic |
|
$ |
0.41 |
|
$ |
0.13 |
|
|
Diluted |
|
$ |
0.39 |
|
$ |
0.12 |
|
|
9
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
|
|
Nine Months Ended |
|
||||
|
|
2004 |
|
2003 |
|
||
|
|
|
|
|
|
||
Net income |
|
$ |
27,586 |
|
$ |
22,807 |
|
Add: Real estate-related depreciation and amortization |
|
37,746 |
|
26,389 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
106 |
|
183 |
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(56 |
) |
¾ |
|
||
Less: Gain on sales of real estate, excluding development portion |
|
(71 |
) |
(2,874 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
(1,813 |
) |
¾ |
|
||
Funds from operations (FFO) |
|
63,498 |
|
46,505 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
4,241 |
|
5,334 |
|
||
Less: Preferred share dividends |
|
(12,675 |
) |
(8,224 |
) |
||
Funds from operations - basic (Basic FFO) |
|
55,064 |
|
43,615 |
|
||
Add: Preferred unit distributions |
|
¾ |
|
1,049 |
|
||
Add: Convertible preferred share dividends |
|
21 |
|
408 |
|
||
Expense associated with dilutive options |
|
¾ |
|
10 |
|
||
Funds from operations - diluted (Diluted FFO) |
|
55,085 |
|
45,082 |
|
||
Less: Straight-line rent adjustments |
|
(5,469 |
) |
(3,779 |
) |
||
Less: Recurring capital improvements |
|
(12,699 |
) |
(7,742 |
) |
||
Less: Amortization of origination value of leases on acquired properties into rental revenue |
|
(806 |
) |
(1,465 |
) |
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
¾ |
|
||
Adjusted funds from operations - diluted (Diluted AFFO) |
|
$ |
37,924 |
|
$ |
32,096 |
|
|
|
|
|
|
|
||
Basic weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
32,124 |
|
25,886 |
|
||
Conversion of weighted average common units |
|
8,773 |
|
8,954 |
|
||
Basic weighted average common shares/units |
|
40,897 |
|
34,840 |
|
||
Conversion of weighted average convertible preferred units |
|
¾ |
|
1,472 |
|
||
Conversion of share options |
|
1,680 |
|
1,302 |
|
||
Conversion of weighted average convertible preferred shares |
|
179 |
|
1,197 |
|
||
Diluted weighted average common shares/units |
|
42,756 |
|
38,811 |
|
||
Diluted FFO per common share |
|
$ |
1.29 |
|
$ |
1.16 |
|
Dividends/distributions per common share/unit |
|
$ |
0.725 |
|
$ |
0.675 |
|
Earnings payout ratio |
|
185 |
% |
544 |
% |
||
Diluted FFO payout ratio |
|
56 |
% |
57 |
% |
||
Diluted AFFO payout ratio |
|
81 |
% |
80 |
% |
||
|
|
|
|
|
|
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
33,983 |
|
27,143 |
|
||
Weighted average common units |
|
8,773 |
|
8,954 |
|
||
Convertible preferred units |
|
¾ |
|
1,472 |
|
||
Convertible preferred shares |
|
¾ |
|
1,197 |
|
||
Additional dilutive options |
|
¾ |
|
45 |
|
||
Denominator for diluted FFO per share |
|
42,756 |
|
38,811 |
|
10
Corporate Office Properties Trust
Summary Financial Data
(Unaudited)
(Dollars and shares in thousands)
|
|
September 30, |
|
December
31, |
|
Balance Sheet Data (in thousands) (as of period end): |
|
|
|
|
|
Investment in real estate, net of accumulated depreciation |
|
$1,487,087 |
|
$1,189,258 |
|
Total assets |
|
1,650,713 |
|
1,332,076 |
|
Mortgage and other loans payable |
|
947,332 |
|
738,698 |
|
Total liabilities |
|
1,029,369 |
|
801,899 |
|
Minority interests |
|
100,423 |
|
79,796 |
|
Beneficiaries equity |
|
520,921 |
|
450,381 |
|
|
|
|
|
|
|
Debt to Total Assets |
|
57.4 |
% |
55.5 |
% |
Debt to Undepreciated Book Value of Real Estate Assets |
|
56.2 |
% |
54.8 |
% |
Debt to Total Market Capitalization |
|
41.5 |
% |
42.1 |
% |
|
|
|
|
|
|
Property Data, including joint ventures (as of period ended): |
|
|
|
|
|
Number of properties owned |
|
136 |
|
119 |
|
Total net rentable square feet owned (in thousands) |
|
11,617 |
|
10,033 |
|
Occupancy |
|
93.0 |
% |
91.2 |
% |
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
||||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
|
||||
Reconciliation of FFO diluted, as reported, to FFO diluted excluding the effects of amortization of origination value of leases on acquired properties |
|
|
|
|
|
|
|
|
|
|
||||
Numerator for FFO diluted, as reported |
|
$ |
17,368 |
|
$ |
16,725 |
|
$ |
55,085 |
|
$ |
45,082 |
|
|
Less: Amortization of origination value of leases on acquired properties |
|
(224 |
) |
(347 |
) |
(806 |
) |
(1,465 |
) |
|
||||
Numerator for FFO-diluted excluding effects of SFAS 141 |
|
$ |
17,144 |
|
$ |
16,378 |
|
$ |
54,279 |
|
$ |
43,617 |
|
|
Diluted weighted average common shares |
|
44,142 |
|
40,418 |
|
42,756 |
|
38,811 |
|
|
||||
Diluted FFO per common share excluding the effects of amortization of origination value of leases on acquired properties |
|
$ |
0.39 |
|
$ |
0.41 |
|
$ |
1.27 |
|
$ |
1.12 |
|
|
|
|
Three Months Ended |
|
||||
|
|
2004 |
|
2003 |
|
||
Reconciliation of GAAP net income to earnings before interest, income taxes, depreciation and amortization (EBITDA) |
|
|
|
|
|
||
Net income |
|
$ |
9,750 |
|
$ |
8,582 |
|
Interest expense on continuing operations |
|
10,839 |
|
10,436 |
|
||
Income tax benefit, gross |
|
145 |
|
297 |
|
||
Depreciation and amortization on real estate operations |
|
11,700 |
|
9,337 |
|
||
Amortization of deferred financing costs |
|
577 |
|
773 |
|
||
Other depreciation and amortization |
|
101 |
|
124 |
|
||
Minority interests, gross |
|
1,601 |
|
1,763 |
|
||
EBITDA |
|
$ |
34,713 |
|
$ |
31,312 |
|
11
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
Nine Months
Ended |
|
||||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
||||
Reconciliation of dividends for Earnings Payout Ratio to dividends and distributions for FFO & AFFO Payout Ratio |
|
|
|
|
|
|
|
|
|
||||
Common share dividends for Earnings Payout Ratio |
|
$ |
9,235 |
|
$ |
6,798 |
|
$ |
24,291 |
|
$ |
18,259 |
|
Convertible preferred share dividends |
|
¾ |
|
136 |
|
21 |
|
408 |
|
||||
Common unit distributions |
|
2,202 |
|
2,085 |
|
6,333 |
|
6,031 |
|
||||
Convertible preferred unit distributions |
|
¾ |
|
¾ |
|
¾ |
|
1,049 |
|
||||
Dividends and distributions for FFO & AFFO Payout Ratio |
|
$ |
11,437 |
|
$ |
9,019 |
|
$ |
30,645 |
|
$ |
25,747 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of same property net operating income to same property cash net operating income |
|
|
|
|
|
|
|
|
|
||||
Same property net operating income |
|
$ |
31,488 |
|
$ |
30,773 |
|
|
|
|
|
||
Less: Straight-line rent adjustments |
|
(2,137 |
) |
(1,061 |
) |
|
|
|
|
||||
Less: Amortization of origination value of leases on acquired properties |
|
(439 |
) |
(533 |
) |
|
|
|
|
||||
Same property cash net operating income |
|
$ |
28,912 |
|
$ |
29,179 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of interest expense from continuing operations to the denominator for fixed charge coverage-EBITDA |
|
|
|
|
|
|
|
|
|
||||
Interest expense from continuing operations |
|
$ |
10,839 |
|
$ |
10,436 |
|
|
|
|
|
||
Preferred share dividends |
|
3,784 |
|
3,157 |
|
|
|
|
|
||||
Preferred unit distributions |
|
14 |
|
¾ |
|
|
|
|
|
||||
Denominator for fixed charge coverage-EBITDA |
|
$ |
14,637 |
|
$ |
13,593 |
|
|
|
|
|
Reconciliation of denominator for debt to total assets to denominator for debt
to undepreciated book value of real estate assets
|
|
September 30, |
|
December 31, |
|
|||
Denominator for debt to total assets |
|
$ |
1,650,713 |
|
$ |
1,332,076 |
|
|
Assets other than assets included in investment in real estate |
|
(163,626 |
) |
(142,818 |
) |
|||
Accumulated depreciation on real estate assets |
|
131,018 |
|
103,070 |
|
|||
Intangible assets on real estate acquisitions, net |
|
67,083 |
|
55,692 |
|
|||
Denominator for debt to undepreciated book value of real estate assets |
|
$ |
1,685,188 |
|
$ |
1,348,020 |
|
|
12
Corporate Office Properties Trust
Summary Financial Data
(Unaudited)
(Amounts in thousands, except per share data)
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
||||
Reconciliation of tenant improvements, capital improvements and leasing costs for operating properties to recurring capital improvements |
|
|
|
|
|
|
|
|
|
||||
Total tenant improvements on operating properties |
|
$ |
3,924 |
|
$ |
2,355 |
|
$ |
10,612 |
|
$ |
6,282 |
|
Total capital improvements on operating properties |
|
3,669 |
|
843 |
|
6,228 |
|
2,738 |
|
||||
Total leasing costs incurred on operating properties |
|
2,598 |
|
1,004 |
|
8,957 |
|
2,063 |
|
||||
Less: Nonrecurring tenant improvements on operating properties |
|
(1,454 |
) |
(470 |
) |
(3,221 |
) |
(1,088 |
) |
||||
Less: Nonrecurring capital improvements on operating properties |
|
(2,920 |
) |
(312 |
) |
(4,266 |
) |
(1,871 |
) |
||||
Less: Nonrecurring leasing costs incurred on operating properties |
|
(1,138 |
) |
(346 |
) |
(5,611 |
) |
(433 |
) |
||||
Add: Recurring improvements on operating properties held through joint ventures |
|
¾ |
|
48 |
|
¾ |
|
51 |
|
||||
Recurring capital improvements |
|
$ |
4,679 |
|
$ |
3,122 |
|
$ |
12,699 |
|
$ |
7,742 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of numerators for diluted EPS and diluted FFO as reported to numerators for diluted EPS and diluted FFO excluding issuance costs associated with redeemed preferred shares |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Numerator for diluted EPS, as reported |
|
$ |
4,153 |
|
|
|
$ |
13,119 |
|
|
|
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
|
|
1,813 |
|
|
|
||||
Numerator for diluted EPS, as adjusted |
|
$ |
5,966 |
|
|
|
$ |
14,932 |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Numerator for diluted FFO, as reported |
|
$ |
17,368 |
|
|
|
$ |
55,085 |
|
|
|
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
|
|
1,813 |
|
|
|
||||
Numerator for diluted FFO, as adjusted |
|
$ |
19,181 |
|
|
|
$ |
56,898 |
|
|
|
|
|
Twelve Months Ending |
|
||||||||||
|
|
December 31, 2004 |
|
December 31, 2005 |
|
||||||||
Reconciliation of projected EPS-diluted to projected diluted FFO per share |
|
|
|
|
|
|
|
|
|
||||
|
|
Low |
|
High |
|
Low |
|
High |
|
||||
Reconciliation of numerators |
|
|
|
|
|
|
|
|
|
||||
Numerator for projected EPS-diluted |
|
$ |
18,179 |
|
$ |
18,779 |
|
$ |
15,660 |
|
$ |
18,460 |
|
Real estate related depreciation and amortization |
|
51,291 |
|
51,291 |
|
66,846 |
|
66,846 |
|
||||
Minority interests-common units (gross) |
|
5,661 |
|
5,831 |
|
3,891 |
|
4,586 |
|
||||
Numerator for projected diluted FFO per share |
|
$ |
75,131 |
|
$ |
75,901 |
|
$ |
86,397 |
|
$ |
89,892 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of denominators |
|
|
|
|
|
|
|
|
|
||||
Denominator for projected EPS-diluted |
|
34,986 |
|
34,986 |
|
40,029 |
|
40,029 |
|
||||
Common units |
|
8,728 |
|
8,728 |
|
8,594 |
|
8,594 |
|
||||
Denominator for projected diluted FFO per share |
|
43,714 |
|
43,714 |
|
48,623 |
|
48,623 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share diluted |
|
$ |
0.52 |
|
$ |
0.54 |
|
$ |
0.39 |
|
$ |
0.46 |
|
Funds from operations per sharediluted |
|
$ |
1.72 |
|
$ |
1.74 |
|
$ |
1.78 |
|
$ |
1.85 |
|
13
Top Twenty Office Tenants as of September 30, 2004
(Dollars and square feet in thousands)
Tenant |
|
Number |
|
Total |
|
Percentage of |
|
Total |
|
Percentage |
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
(3) |
29 |
|
1,305,374 |
|
12.1 |
% |
$ |
29,358 |
|
13.4 |
% |
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer Sciences Corporation |
(4) |
6 |
|
513,866 |
|
4.8 |
% |
11,794 |
|
5.4 |
% |
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Booz Allen Hamilton, Inc |
|
9 |
|
454,752 |
|
4.2 |
% |
10,893 |
|
5.0 |
% |
8.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AT&T Corporation |
(4) |
8 |
|
459,220 |
|
4.2 |
% |
9,558 |
|
4.4 |
% |
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Titan Corporation |
(4) |
7 |
|
245,345 |
|
2.3 |
% |
8,767 |
|
4.0 |
% |
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Dynamics Corporation |
|
10 |
|
396,083 |
|
3.7 |
% |
7,926 |
|
3.6 |
% |
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unisys |
(5) |
3 |
|
741,284 |
|
6.9 |
% |
7,901 |
|
3.6 |
% |
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northrop Grumman Corporation |
|
7 |
|
261,696 |
|
2.4 |
% |
5,864 |
|
2.7 |
% |
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Boeing Company |
(4) |
8 |
|
162,699 |
|
1.5 |
% |
4,082 |
|
1.9 |
% |
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wachovia Bank |
|
2 |
|
173,944 |
|
1.6 |
% |
4,042 |
|
1.8 |
% |
14.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ciena Corporation |
|
4 |
|
278,749 |
|
2.6 |
% |
3,968 |
|
1.8 |
% |
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VeriSign, Inc |
|
1 |
|
162,841 |
|
1.5 |
% |
3,893 |
|
1.8 |
% |
9.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Aerospace Corporation |
|
2 |
|
134,272 |
|
1.2 |
% |
3,501 |
|
1.6 |
% |
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Magellan Health Services |
|
3 |
|
150,622 |
|
1.4 |
% |
2,903 |
|
1.3 |
% |
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PricewaterhouseCoopers |
|
1 |
|
97,638 |
|
0.9 |
% |
2,873 |
|
1.3 |
% |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commonwealth of Pennsylvania |
(4) |
5 |
|
185,940 |
|
1.7 |
% |
2,769 |
|
1.3 |
% |
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Johns Hopkins University |
(4) |
7 |
|
106,473 |
|
1.0 |
% |
2,414 |
|
1.1 |
% |
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merck & Co., Inc. (Unisys) |
(5) |
1 |
|
219,065 |
|
2.0 |
% |
2,372 |
|
1.1 |
% |
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CareFirst, Inc. and Subsidiaries |
(4) |
3 |
|
94,223 |
|
0.9 |
% |
2,200 |
|
1.0 |
% |
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Usinternetworking, Inc |
|
1. |
|
155,000 |
|
1.4 |
% |
1,935 |
|
0.9 |
% |
13.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Top 20 Office Tenants |
|
117 |
|
6,299,086 |
|
58.3 |
% |
129,014 |
|
58.8 |
% |
5.8 |
|
|
All remaining tenants |
|
485 |
|
4,509,368 |
|
41.7 |
% |
90,223 |
|
41.2 |
% |
3.6 |
|
|
Total/Weighted Average |
|
602 |
|
10,808,454 |
|
100.0 |
% |
$ |
219,238 |
|
100.0 |
% |
4.9 |
|
(1) Total Annualized Rental Revenue is the monthly contractual base rent as of September 30, 2004 multiplied by 12 plus the estimated annualized expense reimbursements under existing office leases excluding development properties.
(2) The weig hting of the lease term was computed using Total Rental Revenue.
(3) Many of the government leases are subject to early termination provisions, which are customary to government leases. The weighted average remaining lease term was computed assuming no exercise of such early termination rights.
(4) Includes affiliated organizations or agencies.
(5) Merck & Co., Inc. subleases 219,065 rentable square feet from Unisys 960,349 leased rentable square feet.
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