Exhibit 99.1 |
|
6711 Columbia Gateway Drive, Suite 300 |
|
Columbia, Maryland 21046 |
|
Telephone 443-285-5400 |
|
Facsimile 443-285-7650 |
|
www.copt.com |
|
|
NYSE: OFC |
FOR IMMEDIATE RELEASE |
Contact: |
|
Mary Ellen Fowler |
|
Vice President and Treasurer |
|
443-285-5450 |
|
maryellen.fowler@copt.com |
CORPORATE OFFICE PROPERTIES TRUST
REPORTS THIRD QUARTER 2006 RESULTS
COLUMBIA, MD October 30, 2006 - Corporate Office Properties Trust (COPT) (NYSE: OFC) announced today financial and operating results for the quarter ended September 30, 2006.
· Earnings per Share (EPS) diluted of $.33 for the third quarter of 2006 as compared to $.18 per diluted share for the third quarter of 2005. Net Income Available to Common Shareholders of $14.5 million for third quarter 2006 increased from $6.9 million for the comparable 2005 period. Included in third quarter 2006 net income is $12.7 million of gain on sales of real estate including amounts in income from discontinued operations, net of minority interests. Also included is an accounting charge of $1.8 million or ($.04) per share reflecting the issuance costs of the Series E preferred shares redeemed July 15, 2006. Without this accounting charge, earnings per share diluted, as adjusted, would have been $.37 per share.
· Funds from Operations (FFO) per diluted share of $.46 for the third quarter 2006 down from $.47 per diluted share for third quarter 2005, representing a decrease of 2.1%. FFO diluted of $24.3 million for third quarter 2006, increased from $22.1 million for the comparable 2005 quarter. Included in the third quarter 2006 FFO was the accounting charge of $1.8 million or ($.04) per share for the Series E preferred share redemption. Without this charge, FFO per diluted share, as adjusted, would have been $.50 per share representing an increase of 6.5%. The Company also incurred approximately $250,000 of costs related to its headquarters move and write-offs of $217,000 for unamortized loan fees related to early repayment of long term and short term debt.
· $178.8 million in acquisitions including $49.8 million of land, so far this year.
· $88.3 million of dispositions including joint venture assets closed this year, toward the $100.0 million goal for 2006.
· 94.0% occupied and 95.3% leased for the Companys wholly owned portfolio as of September 30, 2006.
· 1.2 million square feet in 10 buildings under construction that are currently 67.4% leased.
· Redeemed all 1,150,000 outstanding 10.25% Series E Preferred Shares on July 15, 2006.
· $200.0 million in convertible notes with 3.5% fixed rate coupon issued September 18, 2006.
· 10.7% increase in quarterly common dividend from $.28 to $.31 per share.
We continue to position the Company for the future, gaining significant land control in our core markets. Our most recent acquisition, the former Fort Ritchie United States Army base, is approved for up to 1.7 million square feet of office space and 673 residential units. We now have over 1,200 acres under control that can support up to 11.2 million square feet of office development, stated Randall M. Griffin, President and Chief Executive Officer. As reflected by our 2007 guidance, you will now start to see the impact of this development pipeline as we increasingly place projects into service, he added.
Financial Results
EPS for the quarter ended September 30, 2006 totaled $.33 per diluted share, or $14.5 million of Net Income Available to Common Shareholders, as compared to $.18 per diluted share, or $6.9 million for the quarter ended September 30, 2005, representing an increase of 83.3% per share. Included in third quarter 2006 net income is $12.7 million of gain on sales of real estate including amounts in income from discontinued operations, net of minority interests. Also included is an accounting charge of $1.8 million reflecting the issuance costs of the Series E preferred shares redeemed July 15, 2006. Without this accounting charge, net income available to common shareholders diluted, as adjusted, would have been $.37 per share.
Diluted FFO for the quarter ended September 30, 2006 totaled $24.3 million, or $.46 per diluted share, as compared to $22.1 million, or $.47 per diluted share, for the quarter ended September 30, 2005, representing a decrease of 2.1% per share. Included in the third quarter 2006 FFO was the accounting charge of $1.8 million for the Series E preferred share redemption. Without this charge, FFO per diluted share, as adjusted, would have been $.50 per share representing an increase of 6.5%. The Company also incurred costs of $250,000 related to its headquarters move and $217,000 of write-offs related to unamortized loan fees upon early repayment of long term and short term debt.
Diluted FFO payout ratio was 65.4% for third quarter 2006 compared to 60.6% for the comparable 2005 period.
Adjusted Funds From Operations (AFFO) diluted totaled $19.2 million for third quarter 2006 as compared to $15.9 million for third quarter 2005, representing an increase of 20.6%. The Companys diluted AFFO payout ratio was 83.0% for third quarter 2006 compared to 84.4% for third quarter 2005.
2
As of September 30, 2006, the Company had a total market capitalization of $3.9 billion, with $1.4 billion in debt outstanding, equating to a 35.7% debt-to-total market capitalization ratio. The Companys total quarterly weighted average interest rate was 6.4%, and 83.8% of total debt was subject to fixed interest rates. For the third quarter 2006, EBITDA interest coverage ratio was 3.60x and EBITDA fixed charge coverage ratio was 2.89x.
Operating Results
At September 30, 2006, the Companys wholly owned portfolio of 168 office properties totaling 14.6 million square feet, was 94.0% occupied and 95.3% leased.
The weighted average remaining lease term for the portfolio was 4.9 years and the average rental rate (including tenant reimbursements of operating costs) was $20.74 per square foot.
During the quarter, 239,000 square feet was renewed, equating to a 60.7% renewal rate, at an average capital cost of $3.53 per square foot. Total rent on renewed space increased 18.2% on a straight-line basis and 10.2% on a cash basis.
For renewed and retenanted space of 553,000 square feet, total straight-line rent increased 2.9% and total rent on cash basis decreased 3.4%. The average committed capital cost for renewed and retenanted space was $18.17 per square foot.
Same office property cash NOI increased by 0.6% or $231,000 for the quarter compared to the quarter ended September 30, 2005. The Companys same office portfolio consists of 120 properties and represents 73.7% of our wholly owned portfolio as of September 30, 2006.
Significant leases signed during the quarter include 81,000 square feet with KSI Services, Inc. to retenant the former PwC space at Pinnacle Towers in McLean, Virginia. This lease brings Pinnacle Towers to 96.9% leased and brings COPTs Northern Virginia portfolio to 99.3% leased.
The Company recognized lease termination fees of $1.3 million, net of write-offs of related straight-line rents and accretion of intangible assets and liabilities, as compared to $1.0 million in the third quarter of 2005.
Development Activity
At quarter end September 30, the Companys development pipeline consisted of:
· Ten buildings under construction totaling 1.2 million square feet for a total projected cost of $252.9 million, that are 67.4% leased.
· Nine buildings under development totaling 1.0 million square feet for a total projected cost of $216.4 million.
· Four projects under redevelopment totaling 727,000 square feet for a total projected cost of $87.8 million.
3
The Companys land inventory (wholly owned and joint venture) at quarter end totaled 752 acres that can support 9.5 million square feet of development.
During the quarter the Company placed a 50,000 square foot development property that is 100.0% leased into service. The building, known as Patriot Park View, is located at 745 Space Center Drive in Colorado Springs, Colorado.
Disposition Activity
During the quarter, the Company disposed of the following assets:
· Two office buildings totaling 259,000 square feet within its New Jersey portfolio for $42.8 million. This sale consisted of 695 Route 46, a joint venture property in which COPT owned a 20.0% interest and 710 Route 46, a wholly owned property.
· 107,000 square foot office building in Hunt Valley, Maryland for $13.8 million.
· 104,000 square foot office building in Baltimore City, Maryland for $20.3 million.
Financing and Capital Transactions
The Company completed the following transactions during the quarter:
· Increased its borrowing capacity under the Companys unsecured line of credit from $400.0 million to $500.0 million and simultaneously repaid $60.2 million on two fixed rate loans with a weighted average interest rate of 7.8%.
· Redeemed all of its 1,150,000 outstanding 10.25% Series E Cumulative Redeemable Preferred Shares, at a price of $25.00.
· Issued 3,390,000 Series J Cumulative Redeemable Preferred Shares with a $25.00 per share par value and an annual dividend of 7.625%, generating net proceeds of $82.1 million after payment of the underwriters discount, but before offering expenses.
· Issued $200.0 million of Exchangeable Senior Notes. The notes are interest only with a fixed rate of 3.5% and may be exchanged at any time on or after September 20, 2011. Interest is payable semi-annually commencing March 15, 2007 and the notes mature in 2026. In connection with this offering, the Company repaid $186.4 million of floating rate debt at an average interest rate of 6.7%.
· Early repayment of fixed and floating rate debt during the quarter generated a $217,000 write-off in unamortized loan fees.
· 10.7% increase in quarterly common dividend from $.28 to $.31 per share.
Subsequent Events
Since September 30, 2006, the Company has:
4
· Acquired approximately 500 acres of the 591 acre former Fort Ritchie United States Army base located in Cascade, Washington County, Maryland for $5.0 million, adjusted pro rata for the property holdback.
· Redeemed all of its 1,425,000 outstanding 9.875% Series F Cumulative Redeemable Preferred Shares at a price of $25.00, on October 15, 2006. The Company recognized a $2.1 million accounting charge to net income available to common shareholders related to the original issuance costs of the Series F. The Company projects that the accounting charge will reduce EPS for the quarter end and year ending December 2006 by ($.05) and FFO per share diluted by ($.04).
· Placed into service the 126,000 square foot development property at 322 Sentinel Drive (known as 322 NBP), that is 100.0% leased.
· Placed into service the 224,000 square foot development property at 15010 Conference Center Drive (known as WTP II), that is 100.0% leased.
· Executed a long term lease for a 60,000 square foot to be built office building located in Aerotech Commerce Park in Colorado Springs, Colorado.
Earnings Guidance
Conference Call
The Company will hold an investor/analyst conference call:
Conference Call and Webcast Date: Tuesday, October 31, 2006
Time: 3:00 p.m. ET
Dial In Number: 800-500-0177
Confirmation Code for the call: 3083457
A replay of this call will be available beginning Tuesday, October 31, 2006 at 9:00 p.m. ET through Tuesday, November 14, 2006 at midnight ET. To access the replay, please call 888-203-1112 and use confirmation code 3083457.
5
The conference call will also be available via live webcast in the Investor Relations section of the Companys website at www.copt.com. A replay of the conference call will be immediately available via webcast in the Investor Relations section of the Companys website.
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 located primarily in submarkets within the Greater Washington, DC region. As of September 30, 2006, the Company owned 186 office properties totaling 15.4 million rentable square feet, which included 18 properties totaling 806,000 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.
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;
6
· 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, 2005.
7
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
|
|
Three Months Ended |
|
||||
|
|
2006 |
|
2005 |
|
||
Revenues |
|
|
|
|
|
||
Real estate revenues |
|
$ |
78,136 |
|
$ |
61,008 |
|
Service operations revenues |
|
14,791 |
|
29,784 |
|
||
Total revenues |
|
92,927 |
|
90,792 |
|
||
Expenses |
|
|
|
|
|
||
Property operating expenses |
|
25,430 |
|
18,272 |
|
||
Depreciation and other amortization associated with real estate operations |
|
21,680 |
|
17,522 |
|
||
Service operations expenses |
|
13,960 |
|
29,326 |
|
||
General and administrative expenses |
|
4,226 |
|
3,318 |
|
||
Total operating expenses |
|
65,296 |
|
68,438 |
|
||
Operating income |
|
27,631 |
|
22,354 |
|
||
Interest expense |
|
(17,974 |
) |
(13,894 |
) |
||
Amortization of deferred financing costs |
|
(736 |
) |
(639 |
) |
||
Income from continuing operations before equity in income of unconsolidated entities, income taxes and minority interests |
|
8,921 |
|
7,821 |
|
||
Equity in income of unconsolidated entities |
|
15 |
|
|
|
||
Income tax expense |
|
(202 |
) |
(263 |
) |
||
Income from continuing operations before minority interests |
|
8,734 |
|
7,558 |
|
||
Minority interests in income from continuing operations |
|
(935 |
) |
(898 |
) |
||
Income from continuing operations |
|
7,799 |
|
6,660 |
|
||
Income from discontinued operations, net of minority interests |
|
12,191 |
|
3,870 |
|
||
Income before gain on sales of real estate |
|
19,990 |
|
10,530 |
|
||
Gain on sales of real estate, net |
|
597 |
|
59 |
|
||
Net income |
|
20,587 |
|
10,589 |
|
||
Preferred share dividends |
|
(4,307 |
) |
(3,653 |
) |
||
Issuance costs associated with redeemed preferred shares |
|
(1,829 |
) |
|
|
||
Net income available to common shareholders |
|
$ |
14,451 |
|
$ |
6,936 |
|
|
|
|
|
|
|
||
Earnings per share EPS computation |
|
|
|
|
|
||
Numerator: |
|
$ |
14,451 |
|
$ |
6,936 |
|
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
||
Weighted average common shares - basic |
|
42,197 |
|
36,913 |
|
||
Dilutive effect of share-based compensation awards |
|
1,649 |
|
1,667 |
|
||
Weighted average common shares - diluted |
|
43,846 |
|
38,580 |
|
||
|
|
|
|
|
|
||
EPS |
|
|
|
|
|
||
Basic |
|
$ |
0.34 |
|
$ |
0.19 |
|
Diluted |
|
$ |
0.33 |
|
$ |
0.18 |
|
8
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data and ratios)
|
|
Three Months Ended |
|
||||
|
|
2006 |
|
2005 |
|
||
|
|
|
|
|
|
||
Net income |
|
$ |
20,587 |
|
$ |
10,589 |
|
Add: Real estate-related depreciation and amortization |
|
21,305 |
|
17,848 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
362 |
|
|
|
||
|
|
|
|
|
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(36 |
) |
(23 |
) |
||
Add (less): Loss (gain) on sales of real estate, excluding development portion |
|
(15,262 |
) |
(4,360 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
(1,829 |
) |
|
|
||
Funds from operations (FFO) |
|
25,127 |
|
24,054 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
3,509 |
|
1,726 |
|
||
Less: Preferred share dividends |
|
(4,307 |
) |
(3,653 |
) |
||
Funds from Operations - basic and diluted (Basic and Diluted FFO) |
|
24,329 |
|
22,127 |
|
||
Less: Straight-line rent adjustments |
|
(2,819 |
) |
(1,519 |
) |
||
Less: Recurring capital expenditures |
|
(3,890 |
) |
(4,945 |
) |
||
Less: Amortization of deferred market rental revenue |
|
(276 |
) |
229 |
|
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,829 |
|
|
|
||
Adjusted Funds from Operations - diluted (Diluted AFFO) |
|
$ |
19,173 |
|
$ |
15,892 |
|
|
|
|
|
|
|
||
Weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
42,197 |
|
36,913 |
|
||
Conversion of weighted average common units |
|
8,562 |
|
8,758 |
|
||
Weighted average common shares/units - basic FFO per share |
|
50,759 |
|
45,671 |
|
||
Dilutive effect of share-based compensation awards |
|
1,649 |
|
1,667 |
|
||
Weighted average common shares/units - diluted FFO per share |
|
52,408 |
|
47,338 |
|
||
|
|
|
|
|
|
||
Diluted FFO per common share |
|
$ |
0.46 |
|
$ |
0.47 |
|
Dividends/distributions per common share/unit |
|
$ |
0.31 |
|
$ |
0.28 |
|
Earnings payout ratio |
|
91.8 |
% |
158.1 |
% |
||
Diluted FFO payout ratio |
|
65.4 |
% |
60.6 |
% |
||
Diluted AFFO payout ratio |
|
83.0 |
% |
84.4 |
% |
||
EBITDA interest coverage ratio |
|
3.60 |
x |
3.17 |
x |
||
EBITDA fixed charge coverage ratio |
|
2.89 |
x |
2.51 |
x |
||
|
|
|
|
|
|
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
43,846 |
|
38,580 |
|
||
Weighted average common units |
|
8,562 |
|
8,758 |
|
||
Denominator for diluted FFO per share |
|
52,408 |
|
47,338 |
|
9
Corporate Office Properties
Trust
Summary Financial Data
(unaudited)
(Amounts in thousands,
except per share data)
|
Nine Months Ended |
|
|||||
|
|
2006 |
|
2005 |
|
||
Revenues |
|
|
|
|
|
||
Real estate revenues |
|
$ |
219,852 |
|
$ |
177,125 |
|
Service operations revenues |
|
45,240 |
|
65,345 |
|
||
Total revenues |
|
265,092 |
|
242,470 |
|
||
Expenses |
|
|
|
|
|
||
Property operating expenses |
|
68,698 |
|
52,940 |
|
||
Depreciation and other amortization associated with real estate operations |
|
58,631 |
|
45,943 |
|
||
Service operations expenses |
|
43,125 |
|
63,692 |
|
||
General and administrative expenses |
|
11,895 |
|
9,760 |
|
||
Total operating expenses |
|
182,349 |
|
172,335 |
|
||
Operating income |
|
82,743 |
|
70,135 |
|
||
Interest expense |
|
(52,493 |
) |
(39,960 |
) |
||
Amortization of deferred financing costs |
|
(1,899 |
) |
(1,500 |
) |
||
Income from continuing operations before equity in loss of unconsolidated entities, income taxes and minority interests |
|
28,351 |
|
28,675 |
|
||
Equity in loss of unconsolidated entities |
|
(40 |
) |
|
|
||
Income tax expense |
|
(623 |
) |
(933 |
) |
||
Income from continuing operations before minority interests |
|
27,688 |
|
27,742 |
|
||
Minority interests in income from continuing operations |
|
(3,238 |
) |
(3,653 |
) |
||
Income from continuing operations |
|
24,450 |
|
24,089 |
|
||
Income from discontinued operations, net of minority interests |
|
14,458 |
|
4,413 |
|
||
Income before gain on sales of real estate |
|
38,908 |
|
28,502 |
|
||
Gain on sales of real estate, net |
|
732 |
|
247 |
|
||
Net income |
|
39,640 |
|
28,749 |
|
||
Preferred share dividends |
|
(11,614 |
) |
(10,961 |
) |
||
Issuance costs associated with redeemed preferred shares |
|
(1,829 |
) |
|
|
||
Net income available to common shareholders |
|
$ |
26,197 |
|
$ |
17,788 |
|
Earnings per share EPS computation |
|
|
|
|
|
||
Numerator: |
|
$ |
26,197 |
|
$ |
17,788 |
|
Denominator: |
|
|
|
|
|
||
Weighted average common sharesbasic |
|
41,134 |
|
36,721 |
|
||
Dilutive effect of share-based compensation awards |
|
1,785 |
|
1,595 |
|
||
Weighted average common sharesdiluted |
|
42,919 |
|
38,316 |
|
||
EPS |
|
|
|
|
|
||
Basic |
|
$ |
0.64 |
|
$ |
0.48 |
|
Diluted |
|
$ |
0.61 |
|
$ |
0.46 |
|
10
Corporate Office Properties
Trust
Summary Financial Data
(unaudited)
(Amounts in thousands,
except per share data and ratios)
|
Nine Months Ended |
|
|||||
|
|
2006 |
|
2005 |
|
||
Net income |
|
$ |
39,640 |
|
$ |
28,749 |
|
Add: Real estate-related depreciation and amortization |
|
58,863 |
|
47,440 |
|
||
Add: Depreciation and amortization on unconsolidated real estate entities |
|
565 |
|
|
|
||
Less: Depreciation and amortization allocable to minority interests in other consolidated entities |
|
(122 |
) |
(85 |
) |
||
Less: Gain on sales of real estate, excluding development portion |
|
(17,715 |
) |
(4,408 |
) |
||
Less: Issuance costs associated with redeemed preferred shares |
|
(1,829 |
) |
|
|
||
Funds from operations (FFO) |
|
79,402 |
|
71,696 |
|
||
Add: Minority interests-common units in the Operating Partnership |
|
6,072 |
|
4,369 |
|
||
Less: Preferred share dividends |
|
(11,614 |
) |
(10,961 |
) |
||
Funds from Operations - basic and diluted (Basic and Diluted FFO) |
|
73,860 |
|
65,104 |
|
||
Less: Straight-line rent adjustments |
|
(7,256 |
) |
(4,471 |
) |
||
Less: Recurring capital expenditures |
|
(10,123 |
) |
(12,972 |
) |
||
Less: Amortization of deferred market rental revenue |
|
(1,326 |
) |
(32 |
) |
||
Add: Issuance costs associated with redeemed preferred shares |
|
1,829 |
|
|
|
||
Adjusted Funds from Operations - diluted (Diluted AFFO) |
|
$ |
56,984 |
|
$ |
47,629 |
|
Weighted average shares |
|
|
|
|
|
||
Weighted average common shares |
|
41,134 |
|
36,721 |
|
||
Conversion of weighted average common units |
|
8,516 |
|
8,707 |
|
||
Weighted average common shares/units - basic FFO per share |
|
49,650 |
|
45,428 |
|
||
Dilutive effect of share-based compensation awards |
|
1,785 |
|
1,595 |
|
||
Weighted average common shares/units - diluted FFO per share |
|
51,435 |
|
47,023 |
|
||
Diluted FFO per common share |
|
$ |
1.44 |
|
$ |
1.38 |
|
Dividends/distributions per common share/unit |
|
$ |
0.870 |
|
$ |
0.790 |
|
Earnings payout ratio |
|
138.9 |
% |
166.9 |
% |
||
Diluted FFO payout ratio |
|
59.2 |
% |
56.1 |
% |
||
Diluted AFFO payout ratio |
|
76.8 |
% |
76.7 |
% |
||
Reconciliation of denominators for diluted EPS and diluted FFO per share |
|
|
|
|
|
||
Denominator for diluted EPS |
|
42,919 |
|
38,316 |
|
||
Weighted average common units |
|
8,516 |
|
8,707 |
|
||
Denominator for diluted FFO per share |
|
51,435 |
|
47,023 |
|
11
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars and shares in thousands, except per share data)
|
|
September 30, |
|
December 31, |
|
||
Balance Sheet Data (in thousands) (as of period end): |
|
|
|
|
|
||
Investment in real estate, net of accumulated depreciation |
|
$ |
2,055,686 |
|
$ |
1,888,106 |
|
Total assets |
|
2,355,922 |
|
2,129,759 |
|
||
Loans payable |
|
1,406,682 |
|
1,348,351 |
|
||
Total liabilities |
|
1,523,997 |
|
1,442,036 |
|
||
Minority interests |
|
117,772 |
|
105,210 |
|
||
Beneficiaries equity |
|
714,153 |
|
582,513 |
|
||
Debt to Total Assets |
|
59.7 |
% |
63.3 |
% |
||
Debt to Undepreciated Book Value of Real Estate Assets |
|
59.8 |
% |
62.6 |
% |
||
Debt to Total Market Capitalization |
|
35.7 |
% |
41.5 |
% |
||
Property Data (wholly owned properties) (as of period end): |
|
|
|
|
|
||
Number of operating properties owned |
|
168 |
|
165 |
|
||
Total net rentable square feet owned (in thousands) |
|
14,590 |
|
13,708 |
|
||
Occupancy |
|
94.0 |
% |
94.0 |
% |
||
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 |
|
$ |
2,355,922 |
|
$ |
2,129,759 |
|
Assets other than assets included in investment in real estate |
|
(300,236 |
) |
(241,653 |
) |
||
Accumulated depreciation on real estate assets |
|
205,529 |
|
174,935 |
|
||
Intangible assets on real estate acquisitions, net |
|
92,061 |
|
90,984 |
|
||
Denominator for debt to undepreciated book value of real estate assets |
|
$ |
2,353,276 |
|
$ |
2,154,025 |
|
|
Three Months Ended |
|
Nine Months Ended |
|
|||||||||
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
||||
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 |
|
$ |
4,552 |
|
$ |
3,484 |
|
$ |
10,742 |
|
$ |
24,306 |
|
Total capital improvements on operating properties |
|
2,276 |
|
2,760 |
|
7,935 |
|
6,838 |
|
||||
Total leasing costs on operating properties |
|
3,416 |
|
3,017 |
|
5,783 |
|
4,652 |
|
||||
Less: Nonrecurring tenant improvements and incentives on operating properties |
|
(3,340 |
) |
(1,199 |
) |
(6,373 |
) |
(16,633 |
) |
||||
Less: Nonrecurring capital improvements on operating properties |
|
(467 |
) |
(1,047 |
) |
(4,054 |
) |
(3,568 |
) |
||||
Less: Nonrecurring leasing costs incurred on operating properties |
|
(2,783 |
) |
(2,070 |
) |
(4,217 |
) |
(2,623 |
) |
||||
Add: Recurring improvements on operating properties held through joint ventures |
|
236 |
|
|
|
307 |
|
|
|
||||
Recurring capital expenditures |
|
$ |
3,890 |
|
$ |
4,945 |
|
$ |
10,123 |
|
$ |
12,972 |
|
12
Corporate Office Properties Trust
Summary Financial Data
(unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
||||
Reconciliation of dividends for Earnings Payout Ratio to dividends and distributions for FFO & AFFO Payout Ratio |
|
|
|
|
|
|
|
|
|
||||
Common share dividends for earnings payout ratio |
|
$ |
13,265 |
|
$ |
10,966 |
|
$ |
36,378 |
|
$ |
29,686 |
|
Common unit distributions |
|
2,643 |
|
2,452 |
|
7,374 |
|
6,836 |
|
||||
Dividends and distributions for FFO & AFFO payout ratio |
|
$ |
15,908 |
|
$ |
13,418 |
|
$ |
43,752 |
|
$ |
36,522 |
|
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 |
|
$ |
14,451 |
|
$ |
6,936 |
|
$ |
26,197 |
|
$ |
17,788 |
|
Add: Issuance costs associated with redeemed preferred shares |
|
1,829 |
|
|
|
1,829 |
|
|
|
||||
Numerator for diluted EPS, as adjusted |
|
$ |
16,280 |
|
$ |
6,936 |
|
$ |
28,026 |
|
$ |
17,788 |
|
Numerator for diluted FFO, as reported |
|
$ |
24,329 |
|
$ |
22,127 |
|
$ |
73,860 |
|
$ |
65,104 |
|
Add: Issuance costs associated with redeemed preferred shares |
|
1,829 |
|
|
|
1,829 |
|
|
|
||||
Numerator for diluted FFO, as adjusted |
|
$ |
26,158 |
|
$ |
22,127 |
|
$ |
75,689 |
|
$ |
65,104 |
|
Reconciliation of GAAP net income to earnings before interest, income taxes, depreciation and amortization (EBITDA) |
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
20,587 |
|
$ |
10,589 |
|
|
|
|
|
||
Interest expense on continuing operations |
|
17,974 |
|
13,894 |
|
|
|
|
|
||||
Interest expense on discontinued operations |
|
210 |
|
602 |
|
|
|
|
|
||||
Income tax expense |
|
202 |
|
294 |
|
|
|
|
|
||||
Real estate-related depreciation and amortization |
|
21,305 |
|
17,848 |
|
|
|
|
|
||||
Amortization of deferred financing costs-continuing operations |
|
736 |
|
639 |
|
|
|
|
|
||||
Amortization of deferred financing costs-discontinued operations |
|
128 |
|
2 |
|
|
|
|
|
||||
Other depreciation and amortization |
|
601 |
|
179 |
|
|
|
|
|
||||
Minority interests |
|
3,636 |
|
1,872 |
|
|
|
|
|
||||
EBITDA |
|
$ |
65,379 |
|
$ |
45,919 |
|
|
|
|
|
||
Reconciliation of interest expense from continuing operations to the denominators for interest coverage-EBITDA and fixed charge coverage-EBITDA |
|
|
|
|
|
|
|
|
|
||||
Interest expense from continuing operations |
|
$ |
17,974 |
|
$ |
13,894 |
|
|
|
|
|
||
Interest expense from discontinued operations |
|
210 |
|
602 |
|
|
|
|
|
||||
Denominator for interest coverage-EBITDA |
|
18,184 |
|
14,496 |
|
|
|
|
|
||||
Preferred share dividends |
|
4,307 |
|
3,653 |
|
|
|
|
|
||||
Preferred unit distributions |
|
165 |
|
165 |
|
|
|
|
|
||||
Denominator for fixed charge coverage-EBITDA |
|
$ |
22,656 |
|
$ |
18,314 |
|
|
|
|
|
||
Reconciliation of same property net operating income to same property cash net operating income |
|
|
|
|
|
|
|
|
|
||||
Same property net operating income |
|
$ |
40,330 |
|
$ |
39,983 |
|
|
|
|
|
||
Less: Straight-line rent adjustments |
|
(1,330 |
) |
(1,355 |
) |
|
|
|
|
||||
Less: Amortization of deferred market rental revenue |
|
126 |
|
267 |
|
|
|
|
|
||||
Same property cash net operating income |
|
$ |
39,126 |
|
$ |
38,895 |
|
|
|
|
|
13
Corporate Office
Properties Trust
Summary Financial Data
(unaudited)
(Amounts in thousands, except per share data)
|
|
Year Ending |
|
Year Ending |
|
||||||||
Reconciliation of projected EPS-diluted to projected diluted |
|
|
|
|
|
|
|
|
|
||||
FFO per share |
|
Low |
|
High |
|
Low |
|
High |
|
||||
Reconciliation of numerators |
|
|
|
|
|
|
|
|
|
||||
Numerator for projected EPS-diluted |
|
$ |
31,200 |
|
$ |
32,100 |
|
$ |
19,550 |
|
$ |
23,500 |
|
Gain on sales of real estate, excluding development portion |
|
(18,054 |
) |
(18,054 |
) |
|
|
|
|
||||
Real estate-related depreciation and amortization |
|
78,986 |
|
78,986 |
|
90,597 |
|
90,597 |
|
||||
Minority interests-common units |
|
6,682 |
|
6,875 |
|
4,093 |
|
4,919 |
|
||||
Numerator for projected diluted FFO per share |
|
$ |
98,814 |
|
$ |
99,907 |
|
$ |
114,240 |
|
$ |
119,016 |
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of denominators |
|
|
|
|
|
|
|
|
|
||||
Denominator for projected EPS-diluted |
|
43,183 |
|
43,183 |
|
43,975 |
|
43,975 |
|
||||
Weighted average common units |
|
8,518 |
|
8,518 |
|
8,525 |
|
8,525 |
|
||||
Denominator for projected diluted FFO per share |
|
51,701 |
|
51,701 |
|
52,500 |
|
52,500 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Projected EPS - diluted |
|
$ |
0.72 |
|
$ |
0.74 |
|
$ |
0.44 |
|
$ |
0.53 |
|
Projected diluted FFO per share |
|
$ |
1.91 |
|
$ |
1.93 |
|
$ |
2.18 |
|
$ |
2.27 |
|
|
|
|
|
|
|
|
|
|
|
||||
This projection includes the impact on EPS - diluted and diluted FFO per share from the write-off of issuance costs associated with the redemptions of our Series E and Series F Preferred Shares. |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Change in projected EPS-diluted and projected diluted FFO per share due to redemption of Series E and Series F Preferred Shares |
|
|
|
|
|
|
|
|
|
||||
Numerator for projected EPS-diluted |
|
$ |
31,200 |
|
$ |
32,100 |
|
|
|
|
|
||
Issuance costs associated with redemption of preferred shares |
|
3,896 |
|
3,896 |
|
|
|
|
|
||||
Numerator for projected EPS-diluted, as adjusted |
|
$ |
35,096 |
|
$ |
35,996 |
|
|
|
|
|
||
Denominator for projected EPS-diluted |
|
43,183 |
|
43,183 |
|
|
|
|
|
||||
Projected EPS - diluted, as adjusted for redemption of preferred shares |
|
$ |
0.81 |
|
$ |
0.83 |
|
|
|
|
|
||
Projected EPS - diluted |
|
0.72 |
|
0.74 |
|
|
|
|
|
||||
Change in projected EPS-diluted for redemption of preferred shares |
|
$ |
0.09 |
|
$ |
0.09 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Numerator for projected diluted FFO per share |
|
$ |
98,814 |
|
$ |
99,907 |
|
|
|
|
|
||
Issuance costs associated with redemption of preferred shares |
|
3,896 |
|
3,896 |
|
|
|
|
|
||||
Numerator for projected diluted FFO per share, as adjusted |
|
$ |
102,710 |
|
$ |
103,803 |
|
|
|
|
|
||
Denominator for projected diluted FFO per share |
|
51,701 |
|
51,701 |
|
|
|
|
|
||||
Projected diluted FFO per share, as adjusted for redemption of preferred shares |
|
$ |
1.99 |
|
$ |
2.01 |
|
|
|
|
|
||
Projected diluted FFO per share |
|
1.91 |
|
1.93 |
|
|
|
|
|
||||
Change in projected diluted FFO per share for redemption of preferred shares |
|
$ |
0.08 |
|
$ |
0.08 |
|
|
|
|
|
14
Top Twenty Office
Tenants of Wholly Owned Properties as of September 30, 2006 (1)
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
Percentage |
|
Total |
|
of Total |
|
Weighted |
|
|
|
|
|
|
Total |
|
of Total |
|
Annualized |
|
Annualized |
|
Average |
|
|
|
|
Number of |
|
Occupied |
|
Occupied |
|
Rental |
|
Rental |
|
Remaining |
|
|
Tenant |
|
Leases |
|
Square Feet |
|
Square Feet |
|
Revenue(2)(3) |
|
Revenue |
|
Lease Term(4) |
|
|
United States of America(5) |
|
44 |
|
2,060,177 |
|
15.0 |
% |
$ |
43,702 |
|
15.4 |
% |
6.5 |
|
Booz Allen Hamilton, Inc. |
|
9 |
|
680,815 |
|
5.0 |
% |
17,533 |
|
6.2 |
% |
7.2 |
|
|
Northrop Grumman Corporation |
|
15 |
|
538,967 |
|
3.9 |
% |
12,308 |
|
4.3 |
% |
2.0 |
|
|
Computer Sciences Corporation(6) |
|
4 |
|
454,645 |
|
3.3 |
% |
11,076 |
|
3.9 |
% |
4.7 |
|
|
L-3 Communications Holdings, Inc(6) |
|
5 |
|
239,153 |
|
1.7 |
% |
8,906 |
|
3.1 |
% |
6.9 |
|
|
Unisys Corporation(7) |
|
4 |
|
760,145 |
|
5.5 |
% |
8,665 |
|
3.0 |
% |
3.0 |
|
|
AT&T Corporation(6) |
|
9 |
|
361,451 |
|
2.6 |
% |
7,733 |
|
2.7 |
% |
2.3 |
|
|
General Dynamics Corporation |
|
9 |
|
278,239 |
|
2.0 |
% |
7,037 |
|
2.5 |
% |
3.2 |
|
|
The Aerospace Corporation |
|
2 |
|
221,785 |
|
1.6 |
% |
6,207 |
|
2.2 |
% |
8.2 |
|
|
Wachovia Corporation |
|
5 |
|
188,994 |
|
1.4 |
% |
6,118 |
|
2.2 |
% |
11.7 |
|
|
The Boeing Company(6) |
|
4 |
|
143,480 |
|
1.0 |
% |
3,962 |
|
1.4 |
% |
2.8 |
|
|
Ciena Corporation |
|
3 |
|
221,609 |
|
1.6 |
% |
3,558 |
|
1.3 |
% |
4.0 |
|
|
Science Applications International Corp. |
|
12 |
|
170,839 |
|
1.2 |
% |
3,189 |
|
1.1 |
% |
0.5 |
|
|
VeriSign, Inc.(8) |
|
1 |
|
99,121 |
|
0.7 |
% |
3,144 |
|
1.1 |
% |
0.0 |
|
|
Magellan Health Services, Inc. |
|
2 |
|
142,199 |
|
1.0 |
% |
2,910 |
|
1.0 |
% |
4.8 |
|
|
Lockheed Martin Corporation |
|
6 |
|
160,577 |
|
1.2 |
% |
2,860 |
|
1.0 |
% |
2.7 |
|
|
BAE Systems PLC(6) |
|
7 |
|
212,339 |
|
1.5 |
% |
2,788 |
|
1.0 |
% |
4.1 |
|
|
Merck & Co., Inc. (Unisys)(7) |
|
1 |
|
219,065 |
|
1.6 |
% |
2,466 |
|
0.9 |
% |
2.8 |
|
|
Wyle Laboratories, Inc. |
|
4 |
|
174,792 |
|
1.3 |
% |
2,399 |
|
0.8 |
% |
5.8 |
|
|
Harris Corporation |
|
4 |
|
84,040 |
|
0.6 |
% |
2,271 |
|
0.8 |
% |
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Top 20 Office Tenants |
|
150 |
|
7,412,432 |
|
54.1 |
% |
158,833 |
|
55.8 |
% |
5.2 |
|
|
All remaining tenants |
|
490 |
|
6,298,660 |
|
45.9 |
% |
125,585 |
|
44.2 |
% |
4.5 |
|
|
Total/Weighted Average |
|
640 |
|
13,711,092 |
|
100.0 |
% |
$ |
284,419 |
|
100.0 |
% |
4.9 |
|
(1) Table excludes owner occupied leasing activity which represents 136,951 square feet with a weighted average remaining lease term of 6.3 as of September 30, 2006.
(2) Total Annualized Rental Revenue is the monthly contractual base rent as of September 30, 2006 multiplied by 12 plus the estimated annualized expense reimbursements under existing office leases.
(3) Order of tenants is based on Annualized Rent.
(4) The weighting of the lease term was computed using Total Rental Revenue.
(5) 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.
(6) Includes affiliated organizations or agencies.
(7) Merck & Co., Inc. subleases 219,065 rentable square feet from Unisys 960,349 leased rentable square feet in our Greater Philadelphia region.
(8) This tenant will be vacating in the fourth quarter of 2006; however, its entire square footage has already been retenanted to our second-largest tenant, Booz Allen Hamilton, Inc.
15