COPT Defense Properties Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Accounting standards define fair value as the exit price, or the amount that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The standards also establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of these inputs is broken down into three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active and (3) inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is most significant to the fair value measurement.

Recurring Fair Value Measurements

The assets held in connection with a non-qualified elective deferred compensation plan held by COPT (comprised primarily of mutual funds and equity securities) and the corresponding liability to the participants are measured at fair value on a recurring basis on COPT’s consolidated balance sheet using quoted market prices, as are other marketable securities that we hold. The deferred compensation plan assets and other marketable securities are included in the line entitled restricted cash and marketable securities on COPT’s consolidated balance sheets. The offsetting liability associated with the deferred compensation plan is adjusted to fair value at the end of each accounting period based on the fair value of the plan assets and reported in other liabilities on COPT’s consolidated balance sheets. The assets of the non-qualified elective deferred compensation plan and other marketable securities that we hold are classified in Level 1 of the fair value hierarchy. The liability associated with the deferred compensation plan is classified in Level 2 of the fair value hierarchy.

The fair values of our interest rate derivatives are determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our interest rate derivatives also utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of December 31, 2013, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives and determined that these adjustments are not significant. As a result, we determined that our interest rate derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

As of December 31, 2013 and 2012, we owned warrants to purchase 50,000 common shares in The KEYW Holding Corporation (“KEYW”) at an exercise price of $9.25 per share. KEYW is an entity supporting the intelligence community's operations and transformation to Cyber Age mission by providing engineering services and integrated platforms that support the intelligence process. We compute the fair value of these warrants using the Black-Scholes option-pricing model. Under that model, the risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the valuation date. The expected life is based on the period of time until the expiration of the warrants. Expected volatility is based on an average of the historical volatility of companies in KEYW’s industry that we deem to be comparable. Expected dividend yield is based on the dividend yield on KEYW’s common shares as of the date of valuation. The warrants are classified in Level 2 of the fair value hierarchy.

In addition to the warrants in KEYW described above, we also owned 1.9 million shares, or approximately 7%, of KEYW’s common stock as of December 31, 2011. We sold all of these shares in 2012 for $14.0 million. We recognized revenue from a lease with KEYW in one of our properties of $2.4 million in 2012 and $780,000 in 2011.

As discussed further in Note 6, our partner in a real estate joint venture has the right to require us to acquire its interest at fair value beginning in March 2020; accordingly, we classify the fair value of our partner’s interest as a redeemable noncontrolling interest in the mezzanine section of our consolidated balance sheet. We determine the fair value of the interest based on unobservable inputs after considering the assumptions that market participants would make in pricing the interest. We apply a discount rate to the estimated future cash flows allocable to our partner from the properties underlying the joint venture. Estimated cash flows used in such analyses are based on our plans for the properties and our views of market and economic conditions, and consider items such as current and future rental rates, occupancies for the properties and comparable properties and estimated operating and capital expenditures. In determining the fair value of our partner’s interest, we used a discount rate of 15.5% as of December 31, 2013 and 15.6% as of December 31, 2012. The discount rates factored in risk appropriate to the level of future property development expected to be undertaken by the joint venture. A significant increase (decrease) in the discount rate used in determining the fair value would result in a significantly (lower) higher fair value. Given our reliance on the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding investing receivables) and accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturities of these instruments. As discussed in Note 9, we estimated the fair values of our mortgage and other investing receivables based on the discounted estimated future cash flows of the loans (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments. For our disclosure of debt fair values in Note 11, we estimated the fair value of our unsecured senior notes and exchangeable senior notes based on quoted market rates for publicly-traded debt (categorized within Level 2 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments include scheduled principal and interest payments. Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible and may not be a prudent management decision.

For additional fair value information, please refer to Note 9 for mortgage loans receivable, Note 11 for debt and Note 12 for interest rate derivatives.

COPT and Subsidiaries

The tables below set forth financial assets and liabilities of COPT and its subsidiaries that are accounted for at fair value on a recurring basis as of December 31, 2013 and 2012 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):



Description	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
December 31, 2013:
Assets:
Marketable securities in deferred compensation plan (1)
Mutual funds	$	7,090	$	—	$	—	$	7,090
Common stocks	176		—		—		176
Other	201		—		—		201
Common stock (1)	298		—		—		298
Interest rate derivatives (2)	—		6,594		—		6,594
Warrants to purchase common stock in KEYW (2)	—		301		—		301
Total Assets	$	7,765	$	6,895	$	—	$	14,660
Liabilities:
Deferred compensation plan liability (3)	$	—	$	7,467	$	—	$	7,467
Interest rate derivatives	—		3,309		—		3,309
Total Liabilities	$	—	$	10,776	$	—	$	10,776
Redeemable noncontrolling interest	$	—	$	—	$	17,758	$	17,758

December 31, 2012:
Assets:
Marketable securities in deferred compensation plan (1)
Mutual funds	$	6,275	$	—	$	—	$	6,275
Common stocks	298		—		—		298
Other	203		—		—		203
Common stock (1)	809		—		—		809
Warrants to purchase common stock in KEYW (2)	—		294		—		294
Total Assets	$	7,585	$	294	$	—	$	7,879
Liabilities:
Deferred compensation plan liability (3)	$	—	$	6,776	$	—	$	6,776
Interest rate derivatives	—		6,185		—		6,185
Total Liabilities	$	—	$	12,961	$	—	$	12,961
Redeemable noncontrolling interest	$	—	$	—	$	10,298	$	10,298

(1) Included in the line entitled “restricted cash and marketable securities” on COPT’s consolidated balance sheet.

(2) Included in the line entitled “prepaid expenses and other assets” on COPT’s consolidated balance sheet.

(3) Included in the line entitled “other liabilities” on COPT’s consolidated balance sheet.

COPLP and Subsidiaries

The tables below set forth financial assets and liabilities of COPLP and its subsidiaries that are accounted for at fair value on a recurring basis as of December 31, 2013 and 2012 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):



Description	Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level 2)		Significant Unobservable Inputs(Level 3)		Total
December 31, 2013:
Assets:
Common stock (1)	$	298	$	—	$	—	$	298
Interest rate derivatives (2)	—		6,594		—		6,594
Warrants to purchase common stock in KEYW (2)	—		301		—		301
Total Assets	$	298	$	6,895	$	—	$	7,193
Liabilities:
Interest rate derivatives	$	—	$	3,309	$	—	$	3,309
Redeemable noncontrolling interest	$	—	$	—	$	17,758	$	17,758

December 31, 2012:
Assets:
Common stock (1)	$	809	$	—	$	—	$	809
Warrants to purchase common stock in KEYW (2)	—		294		—		294
Total Assets	$	809	$	294	$	—	$	1,103
Liabilities:
Interest rate derivatives	$	—	$	6,185	$	—	$	6,185
Redeemable noncontrolling interest	$	—	$	—	$	10,298	$	10,298

(1) Included in the line entitled “restricted cash and marketable securities” on COPLP’s consolidated balance sheet.

(2) Included in the line entitled “prepaid expenses and other assets” on COPLP’s consolidated balance sheet.

Nonrecurring Fair Value Measurements

2013 Impairment Losses

We recognized impairment losses in 2013 in connection with the following:

•

for certain of our operating properties that served as collateral for a non recourse loan, we expected that the cash flows to be generated by the properties would be insufficient to fund debt service requirements on the loan. While we sought to negotiate various alternatives with the lender, on December 23, 2013, we conveyed the properties to the lender to extinguish the loan. We recognized non-cash impairment losses of $11.0 million (all classified as discontinued operations and including $560,000 in exit costs) on these properties in 2013 resulting primarily from the carrying amount of certain of these properties located in Colorado Springs, Colorado (“Colorado Springs”) exceeding their fair value;


•	$15.2 million (all classified as discontinued operations and including $419,000 in exit costs) in connection with properties and land no longer aligned with our strategy that we sold, mostly in Colorado Springs; and

•

$5.9 million on two properties in the Greater Baltimore region that Management concluded no longer met our strategic investment criteria. After shortening our expected holding period for these properties during the period, we determined that the carrying amount of the properties would not likely be recovered from the cash flows from the operations and sales of the properties over the shortened period.

The table below sets forth the fair value hierarchy of the valuation techniques used by us in determining the fair values of the properties (dollars in thousands):

Fair Value of Properties Held as of December 31, 2013

Quoted Prices in

Significant

Impairment

Active Markets for

Significant Other

Unobservable

Losses

Identical Assets

Observable Inputs

Inputs

Recognized in

Description

(Level 1)

(Level 2)

(Level 3)

Total

2013 (1)

Assets

Properties, net

—

4,459

31,068

(1) Represents aggregate impairment losses on non recurring fair value measurements resulting in impairment losses, excluding exit costs incurred of $979,000.

The table below sets forth quantitative information about significant unobservable inputs used for the Level 3 fair value measurements reported above as of December 31, 2013 (dollars in thousands):



Valuation Technique	Fair Value on Measurement Date		Unobservable Input	Range (Weighted Average)
Discounted cash flow	$	4,459	Discount rate	10.0% (1)
			Terminal capitalization rate	9.5% (1)
			Market rent growth rate	3.0% (1)
			Expense growth rate	3.0% (1)

(1) Only one value applied for this unobservable input.

2012 Impairment Losses

We recognized impairment losses in 2012 in connection with the following:

•

our office properties and developable land in Greater Philadelphia, Pennsylvania. Our Board of Trustees approved a plan by Management to shorten the holding period for these properties because they no longer met our strategic investment criteria. We determined that the carrying amounts of these properties would not likely be recovered from the cash flows from the operations and sales of such properties over the likely remaining holding period. Accordingly, we recognized aggregate non-cash impairment losses of $46.1 million in 2012 for the amounts by which the carrying values of the properties exceeded their respective estimated fair values. These losses contemplated our expectation that we would incur future cash expenditures of approximately $25.0 million to complete the redevelopment of certain of these properties;

•

properties sold, or identified for sale, that are no longer aligned with our strategy of $19.0 million ($23.2 million classified as discontinued operations and including $4.2 million in exit costs), including $6.9 million pertaining to certain properties in Colorado Springs classified as held for sale at December 31, 2012, and approximately $5.1 million related to our disposition of an additional property from which the cash flows were not sufficient to recover its carrying value; and


•	construction costs incurred on a property held for future development of $1.9 million.

The table below sets forth the fair value hierarchy of the valuation techniques used by us in determining the fair values of the properties (dollars in thousands):

Fair Value of Properties Held as of December 31, 2012

Quoted Prices in

Significant

Impairment

Active Markets for

Significant Other

Unobservable

Losses

Identical Assets

Observable Inputs

Inputs

Recognized in

Description

(Level 1)

(Level 2)

(Level 3)

Total

2012 (1)

Assets (2):

Properties, net

—

173,949

62,702

(1) Represents aggregate impairment losses on non recurring fair value measurements resulting in impairment losses, excluding exit costs incurred of $4.2 million.

(2) Reflects balance sheet classifications of assets at time of fair value measurement, excluding the effect of held for sale classifications.

The table below sets forth quantitative information about significant unobservable inputs used for the Level 3 fair value measurements reported above as of December 31, 2012 (dollars in thousands):



Valuation Technique	Fair Value on Measurement Date		Unobservable Input	Range (Weighted Average)
Discounted cash flow	$	166,650	Discount rate	10.0% to 11.0% (10.3%)
			Terminal capitalization rate	8.7% to 10.0% (8.9%)
			Market rent growth rate	3.0% (1)
			Expense growth rate	3.0% (1)
Yield Analysis	$	2,356	Yield	12% (1)
			Market rent rate	$8.50 per square foot (1)
			Leasing costs	$20.00 per square foot (1)

(1) Only one value applied for this unobservable input.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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