Exhibit 99.1
8815 Centre
Park Drive, Suite 400 |
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NEWS RELEASE |
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FOR IMMEDIATE RELEASE |
Contact: |
CORPORATE OFFICE PROPERTIES TRUST REPORTS
2005 FOURTH QUARTER AND YEAR END RESULTS
COLUMBIA, MD February 15, 2006 Corporate Office Properties Trust (NYSE: OFC) announced today financial and operating results for the full year and quarter ended December 31, 2005.
Shareholder Return
The Companys shareholders earned a total return of 25.4% for the year 2005, the third highest among all publicly traded office REITs. For the past five years, the Companys shareholders earned a total return of 365.5%, the highest five year return among all publicly traded office REITs based on numbers compiled by NAREIT as of December 31, 2005. These return computations include the re-investment of dividends on the ex-dividend date and share price appreciation.
2005 Highlights
16.7% increase in Earnings per Share (EPS) diluted to $.63 for year ended 2005 from $.54 per share diluted for the year ended 2004.
6.9% increase in Funds from Operations (FFO) per diluted share to $1.86 for the year ended 2005 from $1.74 for 2004.
56.3% Diluted FFO payout ratio, 78.8% Diluted AFFO payout ratio for the year.
$75.3 million in gross equity raised through the issuance of 2.3 million common shares.
66.6% renewal rate on expiring leases for the year, 888,000 square feet renewed with an average capital cost of $3.98 per square foot.
Placed into service 764,000 square feet of development projects, that were 100% leased at December 31, 2005.
$364 million in acquisitions for 3.1 million square feet, including $49 million for land and $31 million for joint venture re-development projects.
$95.5 million in dispositions, representing 824,000 square feet, including an 80% interest in the Harrisburg portfolio and a portion of the New Jersey portfolio.
9.8% increase in quarterly common dividend.
94.0% occupied and 95.4% leased for our wholly-owned portfolio as of December 31, 2005.
Our core markets in the Greater Washington, DC region are strong, as evidenced by the 9% and 10% same store NOI growth for the last two quarters, respectively, as well as our 2.1 million square feet of leasing activity for 2005. During 2005, we have taken a number of steps to position the Company for future growth, including entering two new markets based on our tenant driven focus, more than doubling our land control, and forming a joint venture to redevelop warehouse into office space within our core markets, stated Randall M. Griffin, President and CEO, Corporate Office Properties Trust.
Fourth Quarter 2005 Highlights
6.7% increase in Earnings per Share (EPS) diluted to $.16 for the fourth quarter of 2005 as compared to $.15 per diluted share for the fourth quarter of 2004.
6.7% increase in Funds from Operations (FFO) per diluted share to $.48 for the fourth quarter 2005 from $.45 per diluted share for fourth quarter 2004.
$161 million in acquisitions for 25 office buildings totaling 1.4 million square feet.
1.2 million square feet under construction, 42% leased at December 31, 2005.
10% increase in Same Property NOI on a cash basis, representing 115 properties and 77.3% of the portfolio.
Financial Results
EPS for the year ended December 31, 2005 totaled $.63 per diluted share and net income available to common shareholders totaled $24.4 million, as compared to $.54 per diluted share, and $18.9 million net income available to common shareholders for the year ended December 31, 2004.
For the quarter ended December 31, 2005, EPS totaled $.16 per diluted share and net income available to common shareholders totaled $6.6 million, as compared to $.15 per diluted share and $5.8 million net income available to common shareholders for the quarter ended December 31, 2004.
Diluted FFO for the year ended December 31, 2005 totaled $88.8 million, or $1.86 per diluted share, as compared to $76.2 million, or $1.74 per diluted share, for the year ended December 31, 2004, representing a 6.9% increase on a per share basis.
The Companys diluted FFO for the three months ended December 31, 2005 totaled $23.8 million, or $.48 per diluted share, as compared to $20.9 million, or $.45 per diluted share, for the three months ended December 31, 2004, representing a 6.7% increase on a per share basis.
Diluted FFO payout ratio was 56.3% for year ended 2005 compared to 55.7% for the comparable 2004 period. The Companys diluted FFO payout ratio for the three months ended December 31, 2005 was 57.0%, as compared to 55.4% for the comparable 2004 period.
Diluted AFFO for the year ended December 31, 2005 totaled $63.4 million, as compared to $51.4 million for the year ended December 31, 2004, representing an increase of 23.4%. Diluted AFFO payout ratio was 78.8% for year ended 2005, compared to 82.7% for the comparable 2004 period.
Diluted AFFO for the three months ended December 31, 2005 totaled $15.9 million, as compared to $13.2 million for the three months ended December 31, 2004, representing a 20.7% increase. The Companys diluted AFFO payout ratio for the three months ended December 31, 2005 was 85.3%, as compared to 87.9% for the comparable 2004 period. A reconciliation of non GAAP measures to the comparable GAAP measures are included in the tables that follow the text of this press release.
Revenues from real estate operations for the year ended December 31, 2005 were $249.9 million, as compared to the year ended December 31, 2004 of $211.3 million. As of December 31, 2005, the Company had a total market capitalization of over $3.2 billion, with $1.3 billion in debt outstanding, equating to a 41.5% debt-to-total market capitalization ratio. Total Debt to Undepreciated Book Value of Real Estate Assets was 62.6%. The Companys total quarterly weighted average interest rate was 5.9% and 68% of total debt was subject to fixed interest rates.
For the fourth quarter 2005, EBITDA interest coverage ratio was 2.8x, and the EBITDA fixed charge ratio was 2.3x.
Operating Results
At December 31, 2005, the Companys wholly-owned portfolio of 165 office properties totaling 13.7 million square feet, was 94.0% occupied and 95.4% leased. On December 22, 2005, the Company purchased a 21-building portfolio totaling 1.1 million square feet. Without this acquisition, the Companys wholly-owned portfolio would have been 94.9% occupied and 96.1% leased.
The weighted average remaining lease term for the portfolio was 5.0 years and the average rental rate (including tenant reimbursements) was $20.28 per square foot.
During 2005, the Company leased 2.1 million square feet including 1.5 million square feet of renewed and retenanted space, 256,000 square feet of previously unoccupied space and 380,000 square feet of new development space.
For the year, the Company renewed 888,000 square feet or 66.6% of leases expiring (based on square footage), at an average capital cost of $3.98 per square foot. For the 1.5 million square feet renewed and retenanted during the year, total rent decreased 1.5% on a straight-line basis, as measured from the GAAP straight-line rent in effect preceding the renewal date. Total rent decreased 8.6%, on a cash basis. The average capital cost for the renewed and retenanted space was $8.23 per square foot.
For the quarter ended December 2005, the Company renewed 50.6% of leases expiring with total rent increasing 1.7%, as measured from the GAAP straight-line rent in effect preceding the renewal date. Total rent for renewed space, on a cash basis decreased 4.4%. For renewed and retenanted space totaling 219,000 square feet, total rent increased 7.5% on a GAAP basis and increased .4% on a cash basis. The average capital cost for all renewed space was $2.89 per square foot. The average capital cost for renewed and retenanted space was $10.54 per square foot.
Same property Cash Net Operating Income increased 10.0% for fourth quarter 2005 as compared to the comparable 2004 period. The Companys same property portfolio consists of 115 buildings and represents 77.3% of the total square feet owned as of December 31, 2005.
Development Activity
During the year, the Company placed five buildings into service for a total of 764,000 square feet, that were 100% leased.
At the end of the fourth quarter 2005, the Company had nine buildings under construction totaling 1.2 million square feet for a total cost of about $220 million, that are 42% leased.
The Company has six buildings under development totaling 722,000 square feet at a total projected cost of $135 million. In addition, the Company has three projects under redevelopment, two of which are owned in joint ventures with a total projected cost of $74.4 million, and the third is a wholly-owned building, Airport Square 7, at a cost of $5.5 million.
The Companys land inventory at year end totaled 532 acres that can support 7.7 million square feet of development. Significant additions to the Companys wholly-owned land control during the year were 52 acres at Patriot Park that can support up to 560,000 square feet and 27 acres in San Antonio that can support up to 350,000 square feet.
The total land inventory includes 199 acres of land controlled through joint ventures that can support 2.8 million square feet of office development. The two primary parcels of land, both added during 2005, include the 56 acres at Arundel Preserve (can support up to 1.6 million square feet) located in the BWI submarket and a 50% undivided interest in 132 acres at InterQuest Park (can support up to 935,000 square feet) located in Colorado Springs, Colorado.
Acquisition Activity
For the year, the Company acquired $364 million of property composed of $284 million for 38 wholly-owned buildings with a total of 2.5 million square feet, $31 million in two buildings owned through joint ventures totaling 611,000 square feet, and $49 million in land composed of 173 acres of wholly-owned land that can support 1.8 million square feet of office development and 199 acres owned through joint ventures that can support 2.8 million square feet of office development.
During 2005, the Company entered two new markets in line with our tenant expansion strategy: San Antonio with a two building 470,000 square foot facility and Colorado Springs with five buildings totaling 317,000 square feet. In both markets, the Company also added land inventory during the year and subsequent to year end and currently owns 58 acres that can support 725,000 square feet in San Antonio and owns (or controls through a joint venture) interests in 184 acres that can support 1.5 million square feet of development in Colorado Springs.
Disposition Activity
During the year, the Company sold 824,000 square feet in 19 buildings for $95 million. Three buildings were located in the Companys New Jersey portfolio and 16 buildings comprised the Harrisburg portfolio that was sold into a joint venture, with the Company retaining a 20% interest.
Financing and Capital Transactions
The Company executed the following transactions during the year:
$75.3 million raised through issuance of 2.3 million common shares.
$212 million financed under two non recourse loans, both with a ten year term, at an average fixed interest rate of 5.5%.
Subsequent Events
The Company executed the following transactions subsequent to year end:
Placed 304 NBP, a 162,000 square foot fully leased building, into service as of January 1, 2006.
Acquired a 60,000 square foot building to be redeveloped for $2.6 million located in Colorado Springs, Colorado.
Acquired a 31 acre land parcel in San Antonio that can support 375,000 square feet for $7.2 million. This parcel is adjacent to the 27 acres and the 470,000 square foot complex that the Company acquired during 2005.
Disposed of two buildings totaling 142,000 square feet located in Laurel, Maryland for $17 million. These buildings were determined to be non core to the Companys Baltimore Washington Corridor portfolio.
Earnings Guidance
The Companys 2006 EPS guidance is $.54 $.61 per diluted share. The 2006 FFO guidance is $1.98 $2.05 per diluted share. The Companys first quarter 2006 FFO guidance range is $.48 to $.50 per diluted share. The Companys first quarter 2006 EPS guidance range is $.13 to $.15 per diluted share. Both FFO and EPS guidance exclude the impact of preferred share redemptions.
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 182 office properties totaling 14.6 million rentable square feet, which includes 18 properties totaling 885,000 rentable 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.
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 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;
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.
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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$ |
67,024 |
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$ |
57,776 |
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Service operations revenues |
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13,889 |
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7,715 |
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Total revenues |
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80,913 |
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65,491 |
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Expenses |
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Property operating expenses |
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20,087 |
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16,876 |
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Depreciation and other amortization associated with real estate operations |
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15,604 |
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13,668 |
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Service operations expenses |
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13,595 |
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7,276 |
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General and administrative expenses |
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3,774 |
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3,467 |
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Total operating expenses |
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53,060 |
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41,287 |
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Operating income |
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27,853 |
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24,204 |
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Interest expense |
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(15,374 |
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(12,483 |
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Amortization of deferred financing costs |
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(732 |
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(495 |
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Income from continuing operations before equity in loss of unconsolidated entities, income taxes and minority interests |
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11,747 |
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11,226 |
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Equity in loss of unconsolidated entities |
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(88 |
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Income tax benefit (expense) |
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265 |
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(420 |
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Income from continuing operations before minority interests |
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11,924 |
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10,806 |
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Minority interests in income from continuing operations |
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(1,655 |
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(1,530 |
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Income from continuing operations |
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10,269 |
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9,276 |
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(Loss) income from discontinued operations, net of minority interests |
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(8 |
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150 |
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Income before gain on sales of real estate |
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10,261 |
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9,426 |
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Gain on sales of real estate, net |
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21 |
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20 |
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Net income |
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10,282 |
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9,446 |
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Preferred share dividends |
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(3,654 |
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(3,654 |
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Net income available to common shareholders |
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$ |
6,628 |
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$ |
5,792 |
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Earnings per share EPS computation |
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Numerator: |
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$ |
6,628 |
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$ |
5,792 |
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Denominator: |
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Weighted average common shares - basic |
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39,297 |
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36,296 |
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Assumed conversion of dilutive options |
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1,678 |
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1,638 |
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Weighted average common shares - diluted |
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40,975 |
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37,934 |
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EPS |
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Basic |
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$ |
0.17 |
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$ |
0.16 |
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Diluted |
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$ |
0.16 |
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$ |
0.15 |
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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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$ |
10,282 |
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$ |
9,446 |
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Add: Real estate-related depreciation and amortization |
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15,410 |
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13,625 |
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Add: Depreciation and amortization on unconsolidated real estate entities |
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182 |
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Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
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(29 |
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(30 |
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Less: Gain on sales of real estate, excluding development portion |
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(14 |
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(24 |
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Funds from operations (FFO) |
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25,831 |
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23,017 |
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Add: Minority interests-common units in the Operating Partnership |
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1,520 |
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1,418 |
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Less: Preferred share dividends |
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(3,654 |
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(3,654 |
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Funds from Operations - basic (Basic FFO) |
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23,697 |
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20,781 |
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Add: Restricted common share dividends |
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107 |
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98 |
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Funds from Operations - diluted (Diluted FFO) |
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23,804 |
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20,879 |
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Less: Straight-line rent adjustments |
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(2,292 |
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(2,895 |
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Less: Recurring capital expenditures |
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(5,226 |
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(4,695 |
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Less: Amortization of deferred market rental revenue |
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(394 |
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(125 |
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Adjusted Funds from Operations - diluted (Diluted AFFO) |
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$ |
15,892 |
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$ |
13,164 |
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Weighted average shares |
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Weighted average common shares |
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39,297 |
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36,296 |
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Conversion of weighted average common units |
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8,688 |
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8,588 |
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Weighted average common shares/units - basic FFO per share |
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47,985 |
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44,884 |
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Assumed conversion of share options |
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1,678 |
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1,638 |
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Restricted common shares |
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224 |
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238 |
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Weighted average common shares/units - diluted FFO per share |
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49,887 |
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46,760 |
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Diluted FFO per common share |
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$ |
0.48 |
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$ |
0.45 |
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Dividends/distributions per common share/unit |
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$ |
0.28 |
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$ |
0.255 |
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Earnings payout ratio |
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167.0 |
% |
160.4 |
% |
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Diluted FFO payout ratio |
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57.0 |
% |
55.4 |
% |
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Diluted AFFO payout ratio |
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85.3 |
% |
87.9 |
% |
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EBITDA interest coverage ratio |
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2.82 |
x |
3.04 |
x |
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EBITDA fixed charge coverage ratio |
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2.26 |
x |
2.33 |
x |
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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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40,975 |
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37,934 |
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Weighted average common units |
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8,688 |
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8,588 |
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Restricted common shares |
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224 |
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238 |
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Denominator for diluted FFO per share |
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49,887 |
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46,760 |
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Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
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Year 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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$ |
249,911 |
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$ |
211,299 |
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Service operations revenues |
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79,234 |
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28,903 |
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Total revenues |
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329,145 |
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240,202 |
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Expenses |
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|
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|
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Property operating expenses |
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75,258 |
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61,738 |
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Depreciation and other amortization associated with real estate operations |
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63,063 |
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51,180 |
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Service operations expenses |
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77,287 |
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26,996 |
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General and administrative expenses |
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13,534 |
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10,938 |
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Total operating expenses |
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229,142 |
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150,852 |
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Operating income |
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100,003 |
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89,350 |
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Interest expense |
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(56,655 |
) |
(43,600 |
) |
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Amortization of deferred financing costs |
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(2,240 |
) |
(2,431 |
) |
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Income from continuing operations before equity in loss of unconsolidated entities, income taxes and minority interests |
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41,108 |
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43,319 |
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Equity in loss of unconsolidated entities |
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(88 |
) |
(88 |
) |
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Income tax expense |
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(668 |
) |
(795 |
) |
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Income from continuing operations before minority interests |
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40,352 |
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42,436 |
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Minority interests in income from continuing operations |
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(5,444 |
) |
(5,739 |
) |
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Income from continuing operations |
|
34,908 |
|
36,697 |
|
||
Income from discontinued operations, net of minority interests |
|
3,855 |
|
448 |
|
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Income before gain (loss) on sales of real estate |
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38,763 |
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37,145 |
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Gain (loss) on sales of real estate, net |
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268 |
|
(113 |
) |
||
Net income |
|
39,031 |
|
37,032 |
|
||
Preferred share dividends |
|
(14,615 |
) |
(16,329 |
) |
||
Issuance costs associated with redeemed preferred shares |
|
|
|
(1,813 |
) |
||
Net income available to common shareholders |
|
$ |
24,416 |
|
$ |
18,890 |
|
|
|
|
|
|
|
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Earnings per share EPS computation |
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
||
Net income available to common shareholders |
|
$ |
24,416 |
|
$ |
18,890 |
|
Dividends on convertible preferred shares |
|
|
|
21 |
|
||
Numerator for diluted EPS |
|
$ |
24,416 |
|
$ |
18,911 |
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
||
Weighted average common shares - basic |
|
37,371 |
|
33,173 |
|
||
Assumed conversion of dilutive options |
|
1,626 |
|
1,675 |
|
||
Assumed conversion of preferred shares |
|
|
|
134 |
|
||
Weighted average common shares - diluted |
|
38,997 |
|
34,982 |
|
||
|
|
|
|
|
|
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EPS |
|
|
|
|
|
||
Basic |
|
$ |
0.65 |
|
$ |
0.57 |
|
Diluted |
|
$ |
0.63 |
|
$ |
0.54 |
|
Corporate
Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
|
|
Year Ended |
|
||||
|
|
2005 |
|
2004 |
|
||
Net income |
|
$ |
39,031 |
|
$ |
37,032 |
|
Add: Real estate-related depreciation and amortization |
|
62,850 |
|
51,371 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
182 |
|
106 |
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(114 |
) |
(86 |
) |
||
Less: Gain on sales of real estate, excluding development portion |
|
(4,422 |
) |
(95 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
|
|
(1,813 |
) |
||
Funds from operations (FFO) |
|
97,527 |
|
86,515 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
5,889 |
|
5,659 |
|
||
Less: Preferred share dividends |
|
(14,615 |
) |
(16,329 |
) |
||
Funds from Operations - basic (Basic FFO) |
|
88,801 |
|
75,845 |
|
||
Add: Restricted common share dividends |
|
|
|
382 |
|
||
Add: Convertible preferred share dividends |
|
|
|
21 |
|
||
Funds from Operations - diluted (Diluted FFO) |
|
88,801 |
|
76,248 |
|
||
Less: Straight-line rent adjustments |
|
(6,763 |
) |
(8,364 |
) |
||
Less: Recurring capital expenditures |
|
(18,198 |
) |
(17,394 |
) |
||
Less: Amortization of deferred market rental revenue |
|
(426 |
) |
(931 |
) |
||
Add: Issuance costs associated with redeemed preferred shares |
|
|
|
1,813 |
|
||
Adjusted Funds from Operations - diluted (Diluted AFFO) |
|
$ |
63,414 |
|
$ |
51,372 |
|
|
|
|
|
|
|
||
Weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
37,371 |
|
33,173 |
|
||
Conversion of weighted average common units |
|
8,702 |
|
8,726 |
|
||
Weighted average common shares/units - basic FFO per share |
|
46,073 |
|
41,899 |
|
||
Assumed conversion of share options |
|
1,626 |
|
1,675 |
|
||
Assumed conversion of weighted average convertible preferred shares |
|
|
|
134 |
|
||
Restricted common shares |
|
|
|
221 |
|
||
Weighted average common shares/units - diluted FFO per share |
|
47,699 |
|
43,929 |
|
||
|
|
|
|
|
|
||
Diluted FFO per common share |
|
$ |
1.86 |
|
$ |
1.74 |
|
Dividends/distributions per common share/unit |
|
$ |
1.07 |
|
$ |
0.98 |
|
Earnings payout ratio |
|
166.9 |
% |
177.8 |
% |
||
Diluted FFO payout ratio |
|
56.3 |
% |
55.7 |
% |
||
Diluted AFFO payout ratio |
|
78.8 |
% |
82.7 |
% |
||
|
|
|
|
|
|
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
38,997 |
|
34,982 |
|
||
Weighted average common units |
|
8,702 |
|
8,726 |
|
||
Restricted common shares |
|
|
|
221 |
|
||
Denominator for diluted FFO per share |
|
47,699 |
|
43,929 |
|
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars and shares in thousands, except per share data)
|
|
December 31, |
|
December 31, |
|
||
Balance Sheet Data (in thousands) (as of period end): |
|
|
|
|
|
||
Investment in real estate, net of accumulated depreciation |
|
$ |
1,887,867 |
|
$ |
1,544,501 |
|
Total assets |
|
2,130,376 |
|
1,732,026 |
|
||
Mortgage and other loans payable |
|
1,348,351 |
|
1,022,688 |
|
||
Total liabilities |
|
1,442,036 |
|
1,111,224 |
|
||
Minority interests |
|
105,827 |
|
98,878 |
|
||
Beneficiaries equity |
|
582,513 |
|
521,924 |
|
||
|
|
|
|
|
|
||
Debt to Total Assets |
|
63.3 |
% |
59.0 |
% |
||
Debt to Undepreciated Book Value of Real Estate Assets |
|
62.6 |
% |
58.3 |
% |
||
Debt to Total Market Capitalization |
|
41.5 |
% |
40.4 |
% |
||
|
|
|
|
|
|
||
Property Data (wholly owned properties) |
|
|
|
|
|
||
Number of operating properties owned |
|
165 |
|
|
|
||
Total net rentable square feet owned (in thousands) |
|
13,708 |
|
|
|
||
Occupancy |
|
94.0 |
% |
|
|
||
|
|
Three Months Ended |
|
Year Ended |
|
||||||||
|
|
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 |
|
$ |
6,146 |
|
$ |
3,455 |
|
$ |
30,452 |
|
$ |
14,067 |
|
Total capital improvements on operating properties |
|
2,944 |
|
4,121 |
|
9,782 |
|
10,349 |
|
||||
Total leasing costs on operating properties |
|
3,743 |
|
2,761 |
|
9,843 |
|
11,718 |
|
||||
Less: Nonrecurring tenant improvements and incentives on operating properties |
|
(4,872 |
) |
(772 |
) |
(21,505 |
) |
(3,993 |
) |
||||
Less: Nonrecurring capital improvements on operating properties |
|
(954 |
) |
(2,834 |
) |
(4,522 |
) |
(7,100 |
) |
||||
Less: Nonrecurring leasing costs incurred on operating properties |
|
(1,969 |
) |
(2,036 |
) |
(6,040 |
) |
(7,647 |
) |
||||
Add: Recurring improvements on operating properties held through joint ventures |
|
188 |
|
|
|
188 |
|
|
|
||||
Recurring capital expenditures |
|
$ |
5,226 |
|
$ |
4,695 |
|
$ |
18,198 |
|
$ |
17,394 |
|
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
Year Ended |
|
||||||||
|
|
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 |
|
$ |
11,069 |
|
$ |
9,288 |
|
$ |
40,755 |
|
$ |
33,579 |
|
Common unit distributions |
|
2,386 |
|
2,179 |
|
9,222 |
|
8,512 |
|
||||
Common share dividends on restricted shares |
|
107 |
|
98 |
|
|
|
382 |
|
||||
Convertible preferred share dividends |
|
|
|
|
|
|
|
21 |
|
||||
Dividends and distributions for FFO & AFFO payout ratio |
|
$ |
13,562 |
|
$ |
11,565 |
|
$ |
49,977 |
|
$ |
42,494 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of GAAP net income to earnings before interest, income taxes, depreciation and amortization (EBITDA) |
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
10,282 |
|
$ |
9,446 |
|
|
|
|
|
||
Interest expense on continuing operations |
|
15,374 |
|
12,483 |
|
|
|
|
|
||||
Interest expense on discontinued operations |
|
|
|
165 |
|
|
|
|
|
||||
Income tax (benefit) expense |
|
(265 |
) |
420 |
|
|
|
|
|
||||
Real estate-related depreciation and amortization |
|
15,410 |
|
13,625 |
|
|
|
|
|
||||
Amortization of deferred financing costs |
|
732 |
|
495 |
|
|
|
|
|
||||
Other depreciation and amortization |
|
195 |
|
234 |
|
|
|
|
|
||||
Minority interests |
|
1,658 |
|
1,571 |
|
|
|
|
|
||||
EBITDA |
|
$ |
43,386 |
|
$ |
38,439 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of interest expense from continuing operations to the denominators for interest coverage-EBITDA and fixed charge coverage-EBITDA |
|
|
|
|
|
|
|
|
|
||||
Interest expense from continuing operations |
|
$ |
15,374 |
|
$ |
12,483 |
|
|
|
|
|
||
Interest expense from discontinued operations |
|
|
|
165 |
|
|
|
|
|
||||
Denominator for interest coverage-EBITDA |
|
15,374 |
|
12,648 |
|
|
|
|
|
||||
Preferred share dividends |
|
3,654 |
|
3,654 |
|
|
|
|
|
||||
Preferred unit distributions |
|
165 |
|
165 |
|
|
|
|
|
||||
Denominator for fixed charge coverage-EBITDA |
|
$ |
19,193 |
|
$ |
16,467 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of same property net operating income to same property cash net operating income |
|
|
|
|
|
|
|
|
|
||||
Same property net operating income |
|
$ |
40,887 |
|
$ |
38,630 |
|
|
|
|
|
||
Less: Straight-line rent adjustments |
|
(1,377 |
) |
(2,880 |
) |
|
|
|
|
||||
Less: Amortization of deferred market rental revenue |
|
(217 |
) |
(35 |
) |
|
|
|
|
||||
Same property cash net operating income |
|
$ |
39,293 |
|
$ |
35,715 |
|
|
|
|
|
Corporate
Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
|
|
December 31, |
|
December 31, |
|
||
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 |
|
$ |
2,130,376 |
|
$ |
1,732,026 |
|
Assets other than assets included in investment in real estate |
|
(242,509 |
) |
(187,525 |
) |
||
Accumulated depreciation on real estate assets |
|
174,935 |
|
141,716 |
|
||
Intangible assets on real estate acquisitions, net |
|
90,984 |
|
67,560 |
|
||
Denominator for debt to undepreciated book value of real estate assets |
|
$ |
2,153,786 |
|
$ |
1,753,777 |
|
|
|
Year Ended |
|
|
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 |
|
$ |
18,911 |
|
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
|
Numerator for diluted EPS, as adjusted |
|
$ |
20,724 |
|
|
|
|
|
|
Numerator for diluted FFO, as reported |
|
$ |
76,248 |
|
Add: Issuance costs associated with redeemed preferred shares |
|
1,813 |
|
|
Numerator for diluted FFO, as adjusted |
|
$ |
78,061 |
|
|
|
Three Months Ending |
|
Year Ending |
|
||||||||
|
|
Low |
|
High |
|
Low |
|
High |
|
||||
Reconciliation of projected EPS-diluted to projected diluted FFO per share |
|
|
|
|
|
|
|
|
|
||||
Reconciliation of numerators |
|
|
|
|
|
|
|
|
|
||||
Numerator for projected EPS-diluted |
|
$ |
5,500 |
|
$ |
6,300 |
|
$ |
23,400 |
|
$ |
26,400 |
|
Gain on sales of real estate, excluding development portion |
|
(2,400 |
) |
(2,400 |
) |
(2,400 |
) |
(2,400 |
) |
||||
Real estate-related depreciation and amortization |
|
19,448 |
|
19,448 |
|
76,880 |
|
76,880 |
|
||||
Minority interests-common units |
|
1,234 |
|
1,414 |
|
4,998 |
|
5,639 |
|
||||
Numerator for projected diluted FFO per share |
|
$ |
23,782 |
|
$ |
24,762 |
|
$ |
102,878 |
|
$ |
106,519 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of denominators |
|
|
|
|
|
|
|
|
|
||||
Denominator for projected EPS-diluted |
|
41,331 |
|
41,331 |
|
43,481 |
|
43,481 |
|
||||
Weighted average common units |
|
8,523 |
|
8,523 |
|
8,523 |
|
8,523 |
|
||||
Denominator for projected diluted FFO per share |
|
49,854 |
|
49,854 |
|
52,004 |
|
52,004 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
EPS - diluted |
|
$ |
0.13 |
|
$ |
0.15 |
|
$ |
0.54 |
|
$ |
0.61 |
|
FFO per share - diluted |
|
$ |
0.48 |
|
$ |
0.50 |
|
$ |
1.98 |
|
$ |
2.05 |
|
This projection excludes any impact on earnings per share - diluted and funds from operations - diluted from the write-off of issuance costs associated with the potential redemptions of our Series E & F Preferred Shares.
Top Twenty Office Tenants of Wholly Owned Properties as of
December 31, 2005
(Dollars and square feet in thousands)
Tenant |
|
Number of |
|
Total |
|
Percentage of |
|
Total |
|
Percentage |
|
Weighted |
|
|
United States of America (3) |
|
43 |
|
2,037,616 |
|
15.8 |
% |
$ |
39,589 |
|
15.2 |
% |
6.2 |
|
Booz Allen Hamilton, Inc. |
|
11 |
|
534,632 |
|
4.2 |
% |
13,052 |
|
5.0 |
% |
7.0 |
|
|
Northrop Grumman Corporation |
|
15 |
|
532,582 |
|
4.1 |
% |
11,755 |
|
4.5 |
% |
3.2 |
|
|
Computer Sciences Corporation (4) |
|
5 |
|
454,902 |
|
3.5 |
% |
10,701 |
|
4.1 |
% |
5.4 |
|
|
L-3 Communications Titan Corporation (4) |
|
5 |
|
239,153 |
|
1.9 |
% |
8,849 |
|
3.4 |
% |
7.6 |
|
|
Unisys (5) |
|
3 |
|
741,284 |
|
5.8 |
% |
8,060 |
|
3.1 |
% |
3.5 |
|
|
AT&T Corporation (4) |
|
8 |
|
302,810 |
|
2.4 |
% |
7,055 |
|
2.7 |
% |
2.8 |
|
|
General Dynamics Corporation |
|
9 |
|
278,239 |
|
2.2 |
% |
6,765 |
|
2.6 |
% |
3.0 |
|
|
The Aerospace Corporation |
|
2 |
|
221,785 |
|
1.7 |
% |
5,811 |
|
2.2 |
% |
8.9 |
|
|
Wachovia Bank |
|
4 |
|
183,641 |
|
1.4 |
% |
5,523 |
|
2.1 |
% |
12.6 |
|
|
The Boeing Company (4) |
|
5 |
|
162,279 |
|
1.3 |
% |
4,208 |
|
1.6 |
% |
3.2 |
|
|
Ciena Corporation |
|
3 |
|
221,609 |
|
1.7 |
% |
3,333 |
|
1.3 |
% |
2.4 |
|
|
VeriSign, Inc. |
|
1 |
|
99,121 |
|
0.8 |
% |
3,272 |
|
1.3 |
% |
8.6 |
|
|
Magellan Health Services, Inc. |
|
2 |
|
142,199 |
|
1.1 |
% |
2,867 |
|
1.1 |
% |
5.6 |
|
|
PricewaterhouseCoopers |
|
1 |
|
97,638 |
|
0.8 |
% |
2,720 |
|
1.0 |
% |
0.2 |
|
|
Lockheed Martin Corporation |
|
6 |
|
159,677 |
|
1.2 |
% |
2,709 |
|
1.0 |
% |
3.4 |
|
|
Johns Hopkins University (4) |
|
7 |
|
106,473 |
|
0.8 |
% |
2,609 |
|
1.0 |
% |
1.7 |
|
|
Merck & Co., Inc. (Unisys) (5) |
|
1 |
|
219,065 |
|
1.7 |
% |
2,419 |
|
0.9 |
% |
3.5 |
|
|
Wyle Laboratories, Inc. |
|
4 |
|
174,792 |
|
1.4 |
% |
2,348 |
|
0.9 |
% |
6.6 |
|
|
Carefirst, Inc. and Subsidiaries (4) |
|
3 |
|
94,223 |
|
0.7 |
% |
2,318 |
|
0.9 |
% |
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Top 20 Office Tenants |
|
138 |
|
7,003,720 |
|
54.4 |
% |
145,961 |
|
55.9 |
% |
5.5 |
|
|
All remaining tenants |
|
526 |
|
5,878,369 |
|
45.6 |
% |
115,276 |
|
44.1 |
% |
4.4 |
|
|
Total/Weighted Average |
|
664 |
|
12,882,089 |
|
100.0 |
% |
$ |
261,236 |
|
100.0 |
% |
5.0 |
|
(1) Total Annualized Rental Revenue is the monthly contractual base rent as of December 31, 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.