Exhibit 99.1
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Corporate Office Properties Trust |
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Contact: |
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8815 Centre Park Drive, Suite 400 |
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Mary Ellen Fowler |
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Columbia, Maryland 21045 |
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Vice President |
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Telephone 410-730-9092 |
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Finance and Investor Relations |
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Facsimile 410-740-1174 |
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410-992-7324 |
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Website www.copt.com |
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maryellen.fowler@copt.com |
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NEWS RELEASE |
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For Immediate Release |
CORPORATE OFFICE PROPERTIES TRUST REPORTS
STRONG THIRD QUARTER 2005 RESULTS
COLUMBIA, MD October 26, 2005 - Corporate Office Properties Trust (NYSE: OFC) announced today financial and operating results for the quarter ended September 30, 2005.
50.0% increase in Earnings per Share (EPS) diluted to $.18 for the third quarter of 2005 from $.12 per diluted share for the third quarter of 2004. Net Income Available to Common Shareholders diluted of $6,936,000 for third quarter 2005 increased from $4,153,000 for the comparable 2004 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.
20.5% increase in Funds from Operations (FFO) per diluted share to $.47 for the third quarter 2005 from $.39 per diluted share for third quarter 2004. Without the third quarter 2004 Series B preferred share accounting charge, FFO per diluted share would have increased 9.3%, from $.43 per diluted share.
35.1% increase in Adjusted Funds from Operations (AFFO) to $15.9 million for third quarter 2005 as compared to $11.8 million for third quarter 2004.
FFO payout ratio was 60.6% and AFFO payout ratio was 84.4% for third quarter 2005.
94.6% occupied and 95.8% leased for the Companys wholly owned portfolio as of September 30, 2005.
$77.5 million in acquisitions for nine office buildings totaling 418,726 square feet plus 200 acres of land, including 132 acres of the land in which the Company owns a 50% undivided interest.
1.1 million square feet in 9 buildings under construction that are currently 51% leased.
9.8% increase in quarterly common dividend from $.255 to $.28 per share.
9.0% increase for same property cash net operating income (NOI), compared to the same quarter 2004.
$75.3 million of equity raised through a 2.3 million common share offering.
We have increased our 2005 FFO guidance and are providing our initial 2006 FFO guidance, that reflects a 10% FFO per diluted share growth for next year based on the upper end of the range, stated Randall M. Griffin, President and Chief Executive Officer. We are very pleased with our overall performance this year and are well on our way to meeting or exceeding almost all of our 2005 goals, including occupancy, dispositions, acquisitions, FFO growth and expansion into new tenant driven locations. Our 9% growth in same property NOI for this quarter is indicative of the strength of our markets, which should provide the basis for continued growth over the next few years, he added.
Financial Results
EPS for the quarter ended September 30, 2005 totaled $.18 per diluted share, or $6,936,000 of Net Income Available to Common Shareholders, as compared to $.12 per diluted share, or $4,153,000 for the quarter ended September 30, 2004, representing an increase of 50.0% per share. Included in the third quarter 2004 net income available to common shareholders was recognition of an accounting charge of $1,813,000 reflecting the write-off of 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. Revenues from real estate operations for the quarter ended September 30, 2005 were $62,996,000, as compared to $52,276,000 for the quarter ended September 30, 2004.
Diluted FFO for the quarter ended September 30, 2005 totaled $22,127,000, or $.47 per diluted share, as compared to $17,368,000, or $.39 per diluted share, for the quarter ended September 30, 2004, representing an increase of 20.5% per share. Included in the third quarter 2004 FFO was the Series B preferred share accounting charge. Without this accounting charge, FFO per diluted share would have increased 9.3%, from $.43 per diluted share. FFO Payout ratio was 60.6% for third quarter 2005 compared to 65.9% for the comparable 2004 period.
Adjusted Funds From Operations (AFFO) diluted totaled $15,892,000 for third quarter 2005 as compared to $11,759,000 for third quarter 2004, representing an increase of 35.1%. The Companys AFFO payout ratio was 84.4% for third quarter 2005 compared to 97.3% for third quarter 2004.
As of September 30, 2005, the Company had a total market capitalization of $3.0 billion, with $1.1 billion in debt outstanding, equating to a 37.6% debt-to-total market capitalization ratio. The Companys total quarterly weighted average interest rate was 5.8%, and 69.7% of total debt was subject to fixed interest rates. For the third quarter 2005, EBITDA interest coverage ratio was 3.17x and EBITDA fixed charge coverage was 2.51x.
2
Operating Results
At September 30, 2005, the Companys wholly owned portfolio of 136 office properties totaling 11.7 million square feet, was 94.6% occupied and 95.8% leased. The Companys entire portfolio including the unconsolidated joint ventures, was 93.8% occupied and 95.0% leased.
During the quarter, 165,311 square feet was renewed, equating to a 64.8% renewal rate, at an average capital cost of $9.22 per square foot. For renewed and retenanted space totaling 453,716 square feet, total rent on a cash basis decreased 22.5% and total rent on a straight line basis decreased 14.3%. The average capital cost for renewed and retenanted space was $9.04 per square foot.
Same property cash NOI increased 9.0% for the quarter, compared to the quarter ended September 30, 2004. The increase in cash NOI for the same property portfolio resulted primarily from improved occupancy and higher rental rates in our Baltimore Washington Corridor and our Northern Virginia portfolios. The same property portfolio consists of 111 properties representing 84.4% of the total square footage as of September 30, 2005.
Significant leases signed during the quarter include 201,200 square feet with a large credit worthy tenant in the Princeton Technology Center in Cranbury, NJ. The tenant commenced paying rent on the entire building at 431 Ridge Road, a 171,200 square foot single-story office building. The tenant also leased the entire building at 437 Ridge Road, a 30,000 square foot single-story office building effective January 1, 2007, when the existing lease expires.
Development and Construction Activity
At quarter end, the Company had under development three buildings 320 NBP, 302 NBP and 16444 Commerce Drive for a total of 342,000 square feet. In addition, the Company had nine buildings under construction totaling 1.1 million square feet that are 51% leased and a two building complex under redevelopment for 470,000 square feet that is 100% leased.
During the quarter, the Company placed into service 191 NBP, a 104,000 square foot office building which is 100% leased to Northrop Grumman Corporation for a seven year term.
The Company executed a ten year lease for 61,038 square feet with Applied Signal Technology, Inc. at 306 NBP, which is under construction, and a 53,000 square foot lease at 6711 Columbia Gateway Drive for the Companys new corporate headquarters.
Land Control
At quarter end, the Company had under control 555 acres of land that can support 7.8 million square feet of office space. A majority of the land is located in the Baltimore Washington Corridor, Northern Virginia and Colorado Springs.
During the quarter, the Company acquired 200 acres of land, including 132 acres of the land located in Colorado Springs in which the Company owns a 50% undivided interest.
3
These land acquisitions are as follows:
64 acre parcel of land known as Patriot Park for $10.0 million along with the development rights to build a two story, 50,000 square foot Class A office building on approximately 5 of the 64 acres within the park, all located in Colorado Springs, Colorado. The proposed building is 100% preleased to a defense contractor on a long term lease. The remaining 59 acres can be developed with 650,000 square feet of office space. The business park is located at the north entrance to Peterson Air Force Base,
4 acres of land located in Columbia, Maryland for $1.5 million, and
50% undivided interest in 132 acres of land known as the InterQuest Office Park for $10.6 million that can support approximately 935,000 square feet. The InterQuest Office Park is located along I-25 at the northern portion of the Colorado Springs market, near the entrance to the United States Air Force Academy.
Acquisition Activity
During the quarter ending September 30, 2005, the Company acquired nine office buildings comprising 418,726 square feet for a total cost of $55.3 million that were 94% leased at closing:
26,500 square foot office building for $2.3 million in Columbia, Maryland,
189,000 square feet in five one story office buildings known as Gateway Crossing 95 for $26.0 million located in the Columbia Gateway Business Park in Columbia, Maryland,
136,000 square feet located in two office buildings to be known as Patriot Park I & II for $18.0 million located in Colorado Springs. The buildings are 93% leased primarily to defense contractors serving Peterson Air Force Base, and
67,500 square foot office building known as Newport Centre One for $9.0 million. The building is located near the Colorado Springs Airport and Peterson Air Force Base, and is 100% leased to the United States Government and a defense contractor.
Disposition Activity
During the quarter the Company disposed of the following assets:
33,000 square feet in a recently developed office building located in Columbia, Maryland for $4.8 million,
153,000 square feet in 3 buildings within the New Jersey portfolio for $22.5 million, and
672,000 square feet within 16 office buildings located in Harrisburg, Pennsylvania, representing 100% of the Companys holdings in that market. The Company sold 80% of its ownership interest in the portfolio which was valued at $73.0 million.
4
Financing and Capital Transactions
The Company executed the following transactions during the quarter:
$36.0 million bridge loan that the Company repaid in October 2005,
2,300,000 common shares issued, generating proceeds of $75.3 million before expenses.
Since September 30, 2005, the Company has:
Placed into service 318 NBP, 126,000 square feet, 100% leased,
Placed into service 8611 Military Drive, 470,000 square feet, 100% leased,
Executed a 32,000 square foot lease at 306 NBP,
Closed a $103.0 million interest only, ten year loan at a fixed rate of 5.53%. In connection with this loan closing, the Company terminated its $73.4 million forward starting swap,
Acquired a 118,000 square foot office building on a 21.4 acre site for $17.0 million. The site can support approximately 80,000 square feet of new office space development. The property is located in Frederick, Maryland, close to the northwest end of the I-270 Corridor. This acquisition marks the Companys entrance into this targeted submarket, and
Executed a long term lease for 47,000 square feet at 15 West Gude Drive in Rockville, Maryland.
Earnings Guidance
The Company has revised the EPS guidance from $.47 $.51 to $.58 $.60 per diluted share for 2005. The previous 2005 FFO guidance of $1.81 $1.85 has been revised to $1.84 $1.86 per diluted share. The Companys 2006 EPS guidance is $.47 $.55 per diluted share. The 2006 FFO guidance is $1.97 $2.05 per diluted share. The Company will discuss the assumptions for the 2006 guidance during the Earnings Call.
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The Company will hold an investor/analyst conference call:
Conference Call and Webcast Date: October 27, 2005
Time: 4:00 p.m. ET
Dial In Number: (800) 406-5345
Confirmation Code for the call: 1460093
A replay of the conference call will begin on Thursday, October 27, 2004 at 7:30 p.m. ET and will be available through Thursday, November 10, 2005, 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.
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 (COPT) is a fully integrated, self-managed real estate investment trust (REIT) that focuses on the ownership, management, leasing, acquisition and development of suburban office properties primarily in select Mid-Atlantic submarkets. The Company is among the largest owners of suburban office properties in the Greater Washington, DC region. The Company currently owns 158 office properties totaling 13.3 million rentable square feet, which includes 18 properties totaling 885,000 square feet held through joint ventures. The Company has implemented a core customer expansion strategy that is built around meeting, through acquisitions and development, the multi-location requirements of the Companys existing strategic tenants. The Companys property management services team provides comprehensive property and asset management to company owned properties and select third party clients. The Companys development and construction services team provides a wide range of development and construction management services for company owned properties, as well as land planning, design/build services, consulting, and merchant development to select third party clients. 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.
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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;
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;
our ability to satisfy and operate effectively under federal income tax rules relating to real estate investment trusts and partnerships;
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, 2004.
Financial Tables Attached
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Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
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Three months ended |
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2005 |
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2004 |
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Revenues |
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Real estate revenues |
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$ |
62,996 |
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$ |
52,276 |
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Service operations revenues |
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29,784 |
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7,466 |
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Total revenues |
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92,780 |
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59,742 |
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Expenses |
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Property operating |
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19,032 |
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15,789 |
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Depreciation and other amortization associated with real estate operations |
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18,004 |
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11,619 |
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Service operations expenses |
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29,326 |
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6,978 |
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General and administrative expenses |
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3,318 |
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2,698 |
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Total operating expenses |
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69,680 |
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37,084 |
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Operating income |
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23,100 |
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22,658 |
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Interest expense |
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(14,370 |
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(10,668 |
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Amortization of deferred financing costs |
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(641 |
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(577 |
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Income from continuing operations before gain on sales of real estate, income taxes and minority interests |
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8,089 |
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11,413 |
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Gain on sales of real estate |
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105 |
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24 |
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Income tax expense |
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(294 |
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(145 |
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Income from continuing operations before minority interests |
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7,900 |
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11,292 |
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Minority interests in income from continuing operations |
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(967 |
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(1,589 |
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Income from continuing operations |
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6,933 |
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9,703 |
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Income from discontinued operations, net of minority interests |
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3,656 |
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47 |
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Net income |
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10,589 |
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9,750 |
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Preferred share dividends |
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(3,653 |
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(3,784 |
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Issuance costs associated with redeemed preferred shares |
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(1,813 |
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Net income available to common shareholders |
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$ |
6,936 |
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$ |
4,153 |
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Earnings per share EPS computation |
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Numerator: |
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$ |
6,936 |
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$ |
4,153 |
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Denominator: |
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Weighted average common shares - basic |
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36,913 |
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33,797 |
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Assumed conversion of dilutive options |
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1,667 |
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1,655 |
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Weighted average common shares - diluted |
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38,580 |
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35,452 |
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EPS |
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Basic |
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$ |
0.19 |
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$ |
0.12 |
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Diluted |
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$ |
0.18 |
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$ |
0.12 |
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8
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
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Three months ended |
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2005 |
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2004 |
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Net income |
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$ |
10,589 |
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$ |
9,750 |
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Add: Real estate-related depreciation and amortization |
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17,848 |
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11,700 |
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Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
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(23 |
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(56 |
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Less: Gain on sales of real estate, excluding development portion |
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(4,360 |
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(24 |
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Less: Issuance costs associated with redeemed preferred shares |
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(1,813 |
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Funds from operations (FFO) |
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24,054 |
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19,557 |
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Add: Minority interests-common units in the Operating Partnership |
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1,726 |
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1,595 |
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Less: Preferred share dividends |
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(3,653 |
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(3,784 |
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Funds from Operations - basic and diluted (Diluted FFO) |
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22,127 |
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17,368 |
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Less: Straight-line rent adjustments |
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(1,519 |
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(2,519 |
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Less: Recurring capital expenditures |
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(4,945 |
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(4,679 |
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Add (less): Amortization of deferred market rental revenue |
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229 |
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(224 |
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Add: Issuance costs associated with redeemed preferred shares |
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1,813 |
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Adjusted Funds from Operations - diluted (Diluted AFFO) |
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$ |
15,892 |
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$ |
11,759 |
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Weighted average shares |
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Weighted average common shares |
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36,913 |
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33,797 |
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Conversion of weighted average common units |
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8,758 |
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8,690 |
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Weighted average common shares/units - basic FFO per share |
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45,671 |
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42,487 |
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Assumed conversion of share options |
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1,667 |
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1,655 |
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Weighted average common shares/units - diluted FFO per share |
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47,338 |
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44,142 |
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Diluted FFO per common share |
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$ |
0.47 |
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$ |
0.39 |
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Dividends/distributions per common share/unit |
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$ |
0.280 |
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$ |
0.255 |
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Earnings payout ratio |
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158.1 |
% |
222.4 |
% |
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Diluted FFO payout ratio |
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60.6 |
% |
65.9 |
% |
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Diluted AFFO payout ratio |
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84.4 |
% |
97.3 |
% |
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EBITDA interest coverage ratio |
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3.17 |
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3.20 |
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EBITDA fixed charge coverage ratio |
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2.51 |
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2.37 |
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Reconciliation of denominators for diluted EPS and diluted FFO per share |
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Denominator for diluted EPS |
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38,580 |
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35,452 |
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Weighted average common units |
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8,758 |
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8,690 |
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Denominator for diluted FFO per share |
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47,338 |
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44,142 |
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9
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
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Nine months ended |
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2005 |
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2004 |
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Revenues |
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Real estate revenues |
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$ |
182,887 |
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$ |
153,523 |
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Service operations revenues |
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65,345 |
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21,188 |
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Total revenues |
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248,232 |
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174,711 |
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Expenses |
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Property operating |
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55,171 |
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44,862 |
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Depreciation and other amortization associated with real estate operations |
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47,459 |
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37,512 |
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Service operations expenses |
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63,692 |
|
19,720 |
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General and administrative expenses |
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9,760 |
|
7,471 |
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Total operating expenses |
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176,082 |
|
109,565 |
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Operating income |
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72,150 |
|
65,146 |
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Interest expense |
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(41,281 |
) |
(31,117 |
) |
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Amortization of deferred financing costs |
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(1,508 |
) |
(1,936 |
) |
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Income from continuing operations before gain (loss) on sales of real estate, equity in loss of unconsolidated entities, income taxes and minority interests |
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29,361 |
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32,093 |
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Gain (loss) on sales of real estate |
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339 |
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(174 |
) |
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Equity in loss of unconsolidated entities |
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(88 |
) |
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Income tax expense |
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(964 |
) |
(375 |
) |
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Income from continuing operations before minority interests |
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28,736 |
|
31,456 |
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Minority interests in income from continuing operations |
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(3,850 |
) |
(4,168 |
) |
||
Income from continuing operations |
|
24,886 |
|
27,288 |
|
||
Income from discontinued operations, net of minority interests |
|
3,863 |
|
298 |
|
||
Net income |
|
28,749 |
|
27,586 |
|
||
Preferred share dividends |
|
(10,961 |
) |
(12,675 |
) |
||
Issuance costs associated with redeemed preferred shares |
|
|
|
(1,813 |
) |
||
Net income available to common shareholders |
|
$ |
17,788 |
|
$ |
13,098 |
|
|
|
|
|
|
|
||
Earnings per share EPS computation |
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
||
Net income available to common shareholders |
|
$ |
17,788 |
|
$ |
13,098 |
|
Dividends on convertible preferred shares |
|
|
|
21 |
|
||
Numerator for diluted EPS |
|
$ |
17,788 |
|
$ |
13,119 |
|
|
|
|
|
|
|
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Denominator: |
|
|
|
|
|
||
Weighted average common shares - basic |
|
36,721 |
|
32,124 |
|
||
Assumed conversion of dilutive options |
|
1,595 |
|
1,680 |
|
||
Assumed conversion of preferred shares |
|
|
|
179 |
|
||
Weighted average common shares - diluted |
|
38,316 |
|
33,983 |
|
||
|
|
|
|
|
|
||
EPS |
|
|
|
|
|
||
Basic |
|
$ |
0.48 |
|
$ |
0.41 |
|
Diluted |
|
$ |
0.46 |
|
$ |
0.39 |
|
10
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
|
|
Nine months ended |
|
||||
|
|
2005 |
|
2004 |
|
||
Net income |
|
$ |
28,749 |
|
$ |
27,586 |
|
Add: Real estate-related depreciation and amortization |
|
47,440 |
|
37,746 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
|
|
106 |
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(85 |
) |
(56 |
) |
||
Less: Gain on sales of real estate, excluding development portion |
|
(4,408 |
) |
(71 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
|
|
(1,813 |
) |
||
Funds from operations (FFO) |
|
71,696 |
|
63,498 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
4,369 |
|
4,241 |
|
||
Less: Preferred share dividends |
|
(10,961 |
) |
(12,675 |
) |
||
Funds from Operations - basic (Basic FFO) |
|
65,104 |
|
55,064 |
|
||
Add: Convertible preferred share dividends |
|
|
|
21 |
|
||
Funds from Operations - diluted (Diluted FFO) |
|
65,104 |
|
55,085 |
|
||
Less: Straight-line rent adjustments |
|
(4,471 |
) |
(5,469 |
) |
||
Less: Recurring capital expenditures |
|
(12,972 |
) |
(12,699 |
) |
||
Less: Amortization of deferred market rental revenue |
|
(32 |
) |
(806 |
) |
||
Add: Issuance costs associated with redeemed preferred shares |
|
|
|
1,813 |
|
||
Adjusted Funds from Operations - diluted (Diluted AFFO) |
|
$ |
47,629 |
|
$ |
37,924 |
|
|
|
|
|
|
|
||
Weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
36,721 |
|
32,124 |
|
||
Conversion of weighted average common units |
|
8,707 |
|
8,773 |
|
||
Weighted average common shares/units - basic FFO per share |
|
45,428 |
|
40,897 |
|
||
Assumed conversion of share options |
|
1,595 |
|
1,680 |
|
||
Assumed conversion of weighted average convertible preferred shares |
|
|
|
179 |
|
||
Weighted average common shares/units - diluted FFO per share |
|
47,023 |
|
42,756 |
|
||
|
|
|
|
|
|
||
Diluted FFO per common share |
|
$ |
1.38 |
|
$ |
1.29 |
|
Dividends/distributions per common share/unit |
|
$ |
0.790 |
|
$ |
0.725 |
|
Earnings payout ratio |
|
166.9 |
% |
185.5 |
% |
||
Diluted FFO payout ratio |
|
56.1 |
% |
55.6 |
% |
||
Diluted AFFO payout ratio |
|
76.7 |
% |
80.8 |
% |
||
|
|
|
|
|
|
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
38,316 |
|
33,983 |
|
||
Weighted average common units |
|
8,707 |
|
8,773 |
|
||
Denominator for diluted FFO per share |
|
47,023 |
|
42,756 |
|
11
Corporate Office Properties Trust
Summary Financial Data
(Unaudited)
(Dollars and shares in thousands, except per share data)
|
|
September 30, |
|
December 31, |
|
||
|
|
2005 |
|
2004 |
|
||
Balance Sheet Data (in thousands) (as of period end): |
|
|
|
|
|
||
Investment in real estate, net of accumulated depreciation |
|
$ |
1,696,605 |
|
$ |
1,544,501 |
|
Total assets |
|
1,901,696 |
|
1,732,026 |
|
||
Mortgage and other loans payable |
|
1,124,299 |
|
1,022,688 |
|
||
Total liabilities |
|
1,210,649 |
|
1,111,224 |
|
||
Minority interests |
|
108,530 |
|
98,878 |
|
||
Beneficiaries equity |
|
582,517 |
|
521,924 |
|
||
|
|
|
|
|
|
||
Debt to Total Assets |
|
59.1 |
% |
59.0 |
% |
||
Debt to Undepreciated Book Value of Real Estate Assets |
|
58.3 |
% |
58.3 |
% |
||
Debt to Total Market Capitalization |
|
37.6 |
% |
40.4 |
% |
||
|
|
|
|
|
|
||
Property
Data (wholly owned properties) |
|
|
|
|
|
||
Number of operating properties owned |
|
136 |
|
|
|
||
Total net rentable square feet owned (in thousands) |
|
11,692 |
|
|
|
||
Occupancy |
|
94.6 |
% |
|
|
||
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
||||
Reconciliation of tenant improvements and incentives, capital improvements and leasing costs for operating properties to recurring capital expenditures |
|
|
|
|
|
|
|
|
|
||||
Total tenant improvements and incentives on operating properties |
|
$ |
3,484 |
|
$ |
3,924 |
|
$ |
24,306 |
|
$ |
10,612 |
|
Total capital improvements on operating properties |
|
2,760 |
|
3,669 |
|
6,838 |
|
6,228 |
|
||||
Total leasing costs on operating properties |
|
3,017 |
|
2,598 |
|
4,652 |
|
8,957 |
|
||||
Less: Nonrecurring tenant improvements and incentives on operating properties |
|
(1,199 |
) |
(1,454 |
) |
(16,633 |
) |
(3,221 |
) |
||||
Less: Nonrecurring capital improvements on operating properties |
|
(1,047 |
) |
(2,920 |
) |
(3,568 |
) |
(4,266 |
) |
||||
Less: Nonrecurring leasing costs incurred on operating properties |
|
(2,070 |
) |
(1,138 |
) |
(2,623 |
) |
(5,611 |
) |
||||
Recurring capital expenditures |
|
$ |
4,945 |
|
$ |
4,679 |
|
$ |
12,972 |
|
$ |
12,699 |
|
12
Corporate Office Properties Trust
Summary Financial Data
(Unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
||||
Reconciliation of dividends for Earnings Payout Ratio to dividends and distributions for FFO & AFFO Payout Ratio |
|
|
|
|
|
|
|
|
|
||||
Common share dividends for earnings payout ratio |
|
$ |
10,966 |
|
$ |
9,235 |
|
$ |
29,686 |
|
$ |
24,291 |
|
Common unit distributions |
|
2,452 |
|
2,202 |
|
6,836 |
|
6,333 |
|
||||
Convertible preferred share dividends |
|
|
|
|
|
|
|
21 |
|
||||
Dividends and distributions for FFO & AFFO payout ratio |
|
$ |
13,418 |
|
$ |
11,437 |
|
$ |
36,522 |
|
$ |
30,645 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of GAAP net income to earnings before interest, income taxes, depreciation and amortization (EBITDA) |
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
10,589 |
|
$ |
9,750 |
|
|
|
|
|
||
Interest expense on continuing operations |
|
14,370 |
|
10,668 |
|
|
|
|
|
||||
Interest expense on discontinued operations |
|
126 |
|
171 |
|
|
|
|
|
||||
Income tax expense |
|
294 |
|
145 |
|
|
|
|
|
||||
Real estate-related depreciation and amortization |
|
17,848 |
|
11,700 |
|
|
|
|
|
||||
Amortization of deferred financing costs |
|
641 |
|
577 |
|
|
|
|
|
||||
Other depreciation and amortization |
|
178 |
|
101 |
|
|
|
|
|
||||
Minority interests |
|
1,872 |
|
1,601 |
|
|
|
|
|
||||
EBITDA |
|
$ |
45,918 |
|
$ |
34,713 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of interest expense from continuing operations to the denominators for interest coverage-EBITDA and fixed charge coverage-EBITDA |
|
|
|
|
|
|
|
|
|
||||
Interest expense from continuing operations |
|
$ |
14,370 |
|
$ |
10,668 |
|
|
|
|
|
||
Interest expense from discontinued operations |
|
126 |
|
171 |
|
|
|
|
|
||||
Denominator for interest coverage-EBITDA |
|
14,496 |
|
10,839 |
|
|
|
|
|
||||
Preferred share dividends |
|
3,653 |
|
3,784 |
|
|
|
|
|
||||
Preferred unit distributions |
|
165 |
|
14 |
|
|
|
|
|
||||
Denominator for fixed charge coverage-EBITDA |
|
$ |
18,314 |
|
$ |
14,637 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of same property net operating income to same property cash net operating income |
|
|
|
|
|
|
|
|
|
||||
Same property net operating income |
|
$ |
34,855 |
|
$ |
34,395 |
|
|
|
|
|
||
Less: Straight-line rent adjustments |
|
(603 |
) |
(2,471 |
) |
|
|
|
|
||||
Less: Amortization of deferred market rental revenue |
|
294 |
|
(224 |
) |
|
|
|
|
||||
Same property cash net operating income |
|
$ |
34,546 |
|
$ |
31,700 |
|
|
|
|
|
13
Corporate Office Properties Trust
Summary Financial Data
(Unaudited)
(Amounts in thousands, except per share data)
|
|
September 30, |
|
December 31, |
|
||
|
|
2005 |
|
2004 |
|
||
Reconciliation of denominator for debt to total assets to denominator for debt to undepreciated book value of real estate assets |
|
|
|
|
|
||
Denominator for debt to total assets |
|
$ |
1,901,696 |
|
$ |
1,732,026 |
|
Assets other than assets included in investment in real estate |
|
(205,091 |
) |
(187,525 |
) |
||
Accumulated depreciation on real estate assets |
|
163,424 |
|
141,716 |
|
||
Intangible assets on real estate acquisitions, net |
|
67,686 |
|
67,560 |
|
||
Denominator for debt to undepreciated book value of real estate assets |
|
$ |
1,927,715 |
|
$ |
1,753,777 |
|
|
|
Three months |
|
Nine months |
|
||
|
|
ended |
|
ended |
|
||
|
|
September 30, |
|
September 30, |
|
||
|
|
2004 |
|
2004 |
|
||
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 |
|
Twelve Months Ending |
|
||||||||
|
|
December 31, 2005 |
|
December 31, 2006 |
|
||||||||
|
|
Low |
|
High |
|
Low |
|
High |
|
||||
Reconciliation of projected EPS-diluted to projected diluted FFO per share |
|
|
|
|
|
|
|
|
|
||||
Reconciliation of numerators |
|
|
|
|
|
|
|
|
|
||||
Numerator for projected EPS-diluted |
|
$ |
22,450 |
|
$ |
23,250 |
|
$ |
20,450 |
|
$ |
23,850 |
|
Gain on sales of real estate, excluding development portion |
|
(4,432 |
) |
(4,432 |
) |
|
|
|
|
||||
Real estate-related depreciation and amortization |
|
64,096 |
|
64,096 |
|
77,262 |
|
77,262 |
|
||||
Minority interests-common units |
|
5,543 |
|
5,740 |
|
4,547 |
|
5,303 |
|
||||
Numerator for projected diluted FFO per share |
|
$ |
87,657 |
|
$ |
88,654 |
|
$ |
102,259 |
|
$ |
106,415 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of denominators |
|
|
|
|
|
|
|
|
|
||||
Denominator for projected EPS-diluted |
|
38,978 |
|
38,978 |
|
43,212 |
|
43,212 |
|
||||
Weighted average common units |
|
8,722 |
|
8,722 |
|
8,765 |
|
8,765 |
|
||||
Denominator for projected diluted FFO per share |
|
47,700 |
|
47,700 |
|
51,977 |
|
51,977 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
EPS - diluted |
|
$ |
0.58 |
|
$ |
0.60 |
|
$ |
0.47 |
|
$ |
0.55 |
|
FFO per share - diluted |
|
$ |
1.84 |
|
$ |
1.86 |
|
$ |
1.97 |
|
$ |
2.05 |
|
14
Top Twenty Office Tenants of Wholly Owned Properties as of September 30, 2005
(Dollars and square feet in thousands)
|
|
|
|
|
|
|
|
Percentage of |
|
Total |
|
Percentage of Total |
|
Weighted |
|
|
|
|
|
|
|
|
Total |
|
Total |
|
Annualized |
|
Annualized |
|
Average |
|
|
|
|
|
|
Number of |
|
Occupied |
|
Occupied |
|
Rental |
|
Rental |
|
Remaining |
|
|
Tenant |
|
|
|
Leases |
|
Square Feet |
|
Square Feet |
|
Revenue(1)(6) |
|
Revenue |
|
Lease Term(2) |
|
|
United States of America |
|
(3 |
) |
37 |
|
1,412,699 |
|
12.8 |
% |
$ |
31,887 |
|
13.9 |
% |
4.5 |
|
Booz Allen Hamilton, Inc. |
|
|
|
11 |
|
534,787 |
|
4.8 |
% |
12,981 |
|
5.7 |
% |
7.3 |
|
|
Northrop Grumman Corporation |
|
|
|
12 |
|
524,884 |
|
4.7 |
% |
11,530 |
|
5.0 |
% |
3.4 |
|
|
Computer Sciences Corporation |
|
(4 |
) |
4 |
|
454,902 |
|
4.1 |
% |
10,701 |
|
4.7 |
% |
5.7 |
|
|
L-3 Communications Titan Corporation |
|
(4 |
) |
5 |
|
239,153 |
|
2.2 |
% |
8,699 |
|
3.8 |
% |
7.8 |
|
|
Unisys |
|
(5 |
) |
3 |
|
741,284 |
|
6.7 |
% |
8,060 |
|
3.5 |
% |
3.8 |
|
|
General Dynamics Corporation |
|
|
|
9 |
|
278,239 |
|
2.5 |
% |
6,765 |
|
3.0 |
% |
3.3 |
|
|
AT&T Corporation |
|
(4 |
) |
7 |
|
262,302 |
|
2.4 |
% |
6,012 |
|
2.6 |
% |
3.3 |
|
|
The Aerospace Corporation |
|
|
|
2 |
|
221,785 |
|
2.0 |
% |
5,779 |
|
2.5 |
% |
9.2 |
|
|
Wachovia Bank |
|
|
|
3 |
|
176,470 |
|
1.6 |
% |
5,324 |
|
2.3 |
% |
13.2 |
|
|
The Boeing Company |
|
(4 |
) |
5 |
|
162,279 |
|
1.5 |
% |
4,168 |
|
1.8 |
% |
3.7 |
|
|
Ciena Corporation |
|
|
|
3 |
|
221,609 |
|
2.0 |
% |
3,333 |
|
1.5 |
% |
2.6 |
|
|
VeriSign, Inc. |
|
|
|
1 |
|
99,121 |
|
0.9 |
% |
3,272 |
|
1.4 |
% |
8.8 |
|
|
Magellan Health Services, Inc. |
|
|
|
2 |
|
142,199 |
|
1.3 |
% |
2,867 |
|
1.3 |
% |
5.8 |
|
|
PricewaterhouseCoopers |
|
|
|
1 |
|
97,638 |
|
0.9 |
% |
2,720 |
|
1.2 |
% |
0.4 |
|
|
Johns Hopkins University |
|
(4 |
) |
7 |
|
106,473 |
|
1.0 |
% |
2,586 |
|
1.1 |
% |
1.9 |
|
|
Merck & Co., Inc. (Unisys) |
|
(5 |
) |
1 |
|
219,065 |
|
2.0 |
% |
2,419 |
|
1.1 |
% |
3.8 |
|
|
Wyle Laboratories, Inc. |
|
|
|
4 |
|
174,792 |
|
1.6 |
% |
2,348 |
|
1.0 |
% |
6.8 |
|
|
Carefirst, Inc. and Subsidiaries |
|
(4 |
) |
3 |
|
94,223 |
|
0.9 |
% |
2,277 |
|
1.0 |
% |
2.3 |
|
|
BAE Systems PLC |
|
|
|
7 |
|
199,212 |
|
1.8 |
% |
2,260 |
|
1.0 |
% |
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Top 20 Office Tenants |
|
|
|
127 |
|
6,363,116 |
|
57.5 |
% |
135,987 |
|
59.3 |
% |
5.2 |
|
|
All remaining tenants |
|
|
|
442 |
|
4,700,128 |
|
42.5 |
% |
93,292 |
|
40.7 |
% |
4.3 |
|
|
Total/Weighted Average |
|
|
|
569 |
|
11,063,244 |
|
100.0 |
% |
$ |
229,279 |
|
100.0 |
% |
4.9 |
|
(1) Total Annualized Rental Revenue is the monthly contractual base rent as of September 30, 2005 multiplied by 12 plus the estimated annualized expense reimbursements under existing office leases.
(2) The weighting of the lease term was computed using Total Rental Revenue.
(3) Many of our 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.
(6) Order of tenants is based on Annualized Rent.
15