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.

 

Highlights

 

                  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 Company’s 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 Company’s 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.

 

“We have maintained our focus on Northern Virginia, entering our third targeted submarket – Tysons Corner, and we diversified our tenant base with Wachovia Bank being added as our tenth largest tenant.  We believe the Tysons Corner market is improving faster than we anticipated in our underwriting which will accelerate our value creation opportunities,” stated Randall M. Griffin, President and Chief Operating Officer.

 

Operating Results

 

At September 30, 2004, the Company’s 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.

 

                  352,000 Series I convertible preferred units issued at $25.00 par for a total of $8.8 million in connection with the purchase of Pinnacle Towers.

 

                  $57.3 million in equity raised through a 2.3 million common share offering in September. Proceeds from the offering were utilized to pay down the Company’s unsecured revolving credit facility.

 

                  $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.

 

Earnings Guidance

 

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 Company’s 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.

 

Conference 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 Company’s 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 Company’s 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.

 

Forward-Looking Information

This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company.  Forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “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 Company’s 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 Company’s joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with the Company’s objectives;

                  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 Company’s filings with the Securities and Exchange Commission, particularly the section entitled “Risk Factors” in Item 1 of the Company’s 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
September 30,

 

 

 

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
September 30,

 

 

 

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
September 30,

 

 

 

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
September 30,

 

 

 

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,
2004

 

December 31,
2003

 

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
September 30,

 

Nine Months Ended
September 30,

 

 

 

 

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
September 30,

 

 

 

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
September 30,

 

Nine Months Ended
September 30,

 

 

 

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,
2004

 

December 31,
2003

 

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
September 30,

 

Nine Months Ended
September 30,

 

 

 

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 share–diluted

 

$

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
of Leases

 

Total
Occupied
Square Feet

 

Percentage of
Total
Occupied
Square Feet

 

Total
Annualized
Rental
Revenue (1)

 

Percentage
of Total
Annualized Rental
Revenue

 

Weighted
Average
Remaining
Lease Term (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States of America

(3)

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.

 

14