COPT Reports Second Quarter 2011 Results

COLUMBIA, Md.--(BUSINESS WIRE)-- Corporate Office Properties Trust (COPT) (NYSE: OFC) today announced financial and operating results for the quarter ended June 30, 2011. Diluted loss per share was $0.42 for the quarter ended June 30, 2011 as compared to earnings per share of $0.07 for the quarter ended June 30, 2010. Excluding a non-cash impairment charge associated primarily with the Company's Strategic Reallocation Plan and operating property acquisition costs, funds from operations (FFO) per diluted share for the second quarter of 2011 was $0.57, a 6% increase from the $0.54 FFO per share reported in the second quarter of 2010. This increase was primarily attributable to the operations of properties acquired or placed into service in 2010, and to gains on other investments. Including the impairment charge, FFO per diluted share for the quarter ended June 30, 2011 was $0.02.

"Despite the challenging leasing environment presented by the tepid economic recovery, we modestly outperformed our expectations for the second quarter. We leased over a million square feet and same office cash net operating income (NOI), excluding gross lease termination fees, increased 10% sequentially over the first quarter of 2011," stated Randall M. Griffin, Chief Executive Officer of Corporate Office Properties Trust.

Operating Performance:

Portfolio Summary - At June 30, 2011, the Company's wholly-owned portfolio of 249 office properties totaled 20.2 million square feet. The weighted average remaining lease term for the portfolio was 4.9 years and the average rental rate (including tenant reimbursements) was $25.91 per square foot. The Company's wholly-owned portfolio was 87.3% occupied and 89.4% leased as of June 30, 2011.

Same Office Performance - The Company's same office portfolio for the quarter ended June 30, 2011 represents 81% of the rentable square feet of its consolidated portfolio and consists of 190 properties. For the quarter ended June 30, 2011, the Company's same office property cash NOI, excluding lease termination fees, increased 10% as compared to the first quarter of 2011 and decreased 0.6% as compared to the quarter ended June 30, 2010.

Leasing - For the quarter ended June 30, 2011, 768,000 square feet were renewed equating to an 89% renewal rate, at an average committed cost of $11.49 per square foot. Total rent on renewed space increased 1.7%, as measured from the straight-line rent in effect preceding the renewal date, and decreased 7.7% on a cash basis. For renewed and retenanted space of 911,000 square feet, total straight-line rent increased 2.1% and total rent on a cash basis decreased 7.3%. The average committed cost for renewed and retenanted space was $13.21 per square foot.

Investment Activity:

Construction - At June 30, 2011, the Company had properties totaling 1.2 million square feet under construction for a total projected cost of $271.9 million.

Acquisitions - The Company did not complete any acquisitions during the second quarter 2011.

Dispositions - The Company sold three buildings located in Commons Corporate Center in Hanover, Maryland, totaling 39,000 square feet for $3.8 million.

Capital Raises:

On May 25, the Company completed a public offering of 4,600,000 newly issued common shares. The offering generated net proceeds, before offering expenses, of approximately $145.7 million.

Balance Sheet and Financial Flexibility:

As of June 30, 2011, the Company had a total market capitalization of $4.9 billion, with $2.3 billion in debt outstanding, equating to a 47% debt-to-total market capitalization ratio. Also, the Company's weighted average interest rate was 4.9% for the quarter ended June 30, 2011 and 81% of the Company's debt was subject to fixed interest rates, including the effect of interest rate swaps.

For the second quarter 2011, the Company's adjusted EBITDA to interest expense coverage ratio was 3.10x, and the adjusted EBITDA fixed charge coverage ratio was 2.63x. Adjusting for construction in progress, the Company's adjusted debt-to-adjusted EBITDA ratio was 6.39x for the three months ended June 30, 2011.

Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the tables that follow the text of this press release.

2011 Guidance and Conference Call Information:

Management will discuss second quarter earnings results and any adjustments to earnings and FFO guidance for 2011, if applicable, on its conference call today at 11:00 a.m. Eastern Time, details of which are listed below:


Conference Call Date:                  Thursday, July 28, 2011

Time:                                  11:00 a.m. Eastern Time

Telephone Number: (within the U.S.)    888-679-8034

Telephone Number: (outside the U.S.)   617-213-4847

Passcode:                              36436732



Please use the following link to pre-register and view important information about this conference call. Pre-registering is not mandatory but is recommended as it will provide you immediate entry into the call and will facilitate the timely start of the conference. Pre-registration only takes a few moments and you may pre-register at anytime, including up to and after the call start time. To pre-register, please click on the below link:

https://www.theconferencingservice.com/prereg/key.process?key=PAL8ATKPJ

You may also pre-register in the Investor Relations section of the Company's website at www.copt.com. Alternatively, you may be placed into the call by an operator by calling the number provided above at least 5 to 10 minutes before the start of the call. A replay of this call will be available beginning Thursday, July 28 at 2:00 p.m. Eastern Time through Thursday, August 4 at midnight Eastern Time. To access the replay within in the United States, please call 888-286-8010 and use passcode 33182288. To access the replay outside the United States, please call 617-801-6888 and use passcode 33182288.

The conference call will also be available via live webcast in the Investor Relations section of the Company's website at www.copt.com. A replay of the conference call will be immediately available via webcast in the Investor Relations section of the Company's website.

Definitions:

Please refer to the information furnished with our Form 8-K or our website (www.copt.com) for definitions of certain terms used in this press release. Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the attached tables.

Company Information

Corporate Office Properties Trust (COPT) (NYSE: OFC) is a specialty office real estate investment trust (REIT) that focuses primarily on strategic customer relationships and specialized tenant requirements in the U.S. Government and Defense Information Technology sectors and Data Centers serving such sectors. The Company acquires, develops, manages and leases office and data center properties that are typically concentrated in large office parks primarily located adjacent to government demand drivers and/or in strong markets that we believe possess growth opportunities. As of June 30, 2011, the Company owned 269 office properties totaling 21.4 million rentable square feet, which includes 20 properties totaling 1.1 million square feet held through joint ventures. The Company's portfolio primarily consists of technically sophisticated buildings in visually appealing settings that are environmentally sensitive, sustainable and meet unique customer requirements. COPT is an S&P MidCap 400 company and more information can be found at www.copt.com.

Forward-Looking Information

This press release may contain "forward-looking" statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company's current expectations, estimates and projections about future events and financial trends affecting the Company. Forward-looking statements can be identified by the use of words such as "may," "will," "should," "could," "believe," "anticipate," "expect," "estimate," "plan" 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:

    --  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;
    --  the Company's ability to borrow on favorable terms;
    --  risks of real estate acquisition and development activities, including,
        among other things, risks that development projects may not be completed
        on schedule, that tenants may not take occupancy or pay rent or that
        development or operating costs may be greater than anticipated;
    --  risks of investing through joint venture structures, including risks
        that the Company's joint venture partners may not fulfill their
        financial obligations as investors or may take actions that are
        inconsistent with the Company's objectives;
    --  changes in our plans or views of market economic conditions or failure
        to obtain development rights, either of which could result in
        recognition of impairment losses;
    --  our ability to satisfy and operate effectively under Federal income tax
        rules relating to real estate investment trusts and partnerships;
    --  governmental actions and initiatives, including risks associated with
        the impact of a government shutdown such as a reduction in rental
        revenues or non-renewal of leases;
    --  the dilutive effect of issuing additional common shares; and
    --  environmental requirements.

The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Company's filings with the Securities and Exchange Commission, particularly the section entitled "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2010.


Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Amounts in thousands, except per share data)

                              Three Months Ended        Six Months Ended

                              June 30,                  June 30,

                              2011         2010         2011         2010

Revenues

Real estate revenues          $ 118,543    $ 106,729    $ 238,701    $ 216,360

Construction contract and       28,097       26,065       49,125       63,430
other service revenues

Total revenues                  146,640      132,794      287,826      279,790

Expenses

Property operating expenses     44,721       39,260       94,431       86,206

Depreciation and
amortization associated with    31,440       28,720       62,830       55,531
real estate operations

Construction contract and       26,909       25,402       47,527       61,801
other service expenses

Impairment losses               38,290       -            66,032       -

General and administrative      6,320        5,926        13,097       11,826
expenses

Business development            588          465          1,076        620
expenses

Total operating expenses        148,268      99,773       284,993      215,984

Operating (loss) income         (1,628  )    33,021       2,833        63,806

Interest expense                (26,607 )    (25,576 )    (53,246 )    (48,068 )

Interest and other income       2,756        245          3,924        1,547

Loss on early extinguishment    (25     )    -            (25     )    -
of debt

(Loss) income from
continuing operations before
equity in loss of

unconsolidated entities and     (25,504 )    7,690        (46,514 )    17,285
income taxes

Equity in loss of               (94     )    (72     )    (64     )    (277    )
unconsolidated entities

Income tax benefit (expense)    5,042        (7      )    5,586        (48     )

(Loss) income from              (20,556 )    7,611        (40,992 )    16,960
continuing operations

Discontinued operations         (5,467  )    1,205        (6,298  )    2,514

(Loss) income before gain on    (26,023 )    8,816        (47,290 )    19,474
sales of real estate

Gain on sales of real           16           335          2,717        352
estate, net of income taxes

Net (loss) income               (26,007 )    9,151        (44,573 )    19,826

Net loss (income)
attributable to
noncontrolling interests:

Common units in the             1,887        (364    )    3,366        (891    )
Operating Partnership

Preferred units in the          (165    )    (165    )    (330    )    (330    )
Operating Partnership

Other consolidated entities     61           (156    )    (477    )    (201    )

Net (loss) income               (24,224 )    8,466        (42,014 )    18,404
attributable to COPT

Preferred share dividends       (4,026  )    (4,026  )    (8,051  )    (8,051  )

Net (loss) income
attributable to COPT common   $ (28,250 )  $ 4,440      $ (50,065 )  $ 10,353
shareholders

Earnings per share ("EPS")
computation:

Numerator for diluted EPS:

Net (loss) income
attributable to common        $ (28,250 )  $ 4,440      $ (50,065 )  $ 10,353
shareholders

Dilutive effect of common
units in the Operating          (1,887  )    -            (3,366  )    -
Partnership

Amount allocable to             (237    )    (250    )    (519    )    (540    )
restricted shares

Numerator for diluted EPS     $ (30,374 )  $ 4,190      $ (53,950 )  $ 9,813

Denominator:

Weighted average common         68,446       58,489       67,399       58,169
shares - basic

Dilutive effect of common       4,382        -            4,389        -
units

Dilutive effect of
share-based compensation        -            421          -            405
awards

Weighted average common         72,828       58,910       71,788       58,574
shares - diluted

Diluted EPS                   $ (0.42   )  $ 0.07       $ (0.75   )  $ 0.17




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Amounts in thousands, except per share data and ratios)

                               Three Months Ended       Six Months Ended

                               June 30,                 June 30,

                               2011         2010        2011         2010

Net (loss) income              $ (26,007 )  $ 9,151     $ (44,573 )  $ 19,826

Add: Real estate-related         32,049       29,548      65,069       57,151
depreciation and amortization

Add: Depreciation and
amortization on                  115          171         234          346
unconsolidated real estate
entities

Less: Gain on sales of
previously depreciated           (150    )    -           (150    )    (297    )
operating properties, net of
income taxes

Funds from operations ("FFO")    6,007        38,870      20,580       77,026

Noncontrolling interests -
preferred units in the           (165    )    (165   )    (330    )    (330    )
Operating Partnership

Noncontrolling interests -       61           (156   )    (477    )    (201    )
other consolidated entities

Preferred share dividends        (4,026  )    (4,026 )    (8,051  )    (8,051  )

Depreciation and amortization
allocable to noncontrolling
interests in other

consolidated entities            (225    )    (297   )    (290    )    (579    )

Basic and diluted FFO
allocable to restricted          (237    )    (346   )    (519    )    (725    )
shares

Basic and diluted FFO
available to common share and
common unit holders ("Basic

and diluted FFO")                1,415        33,880      10,913       67,140

Straight line rent               (2,611  )    (1,473 )    (6,523  )    (3,819  )
adjustments

Amortization of acquisition
intangibles included in net      227          (94    )    388          (364    )
operating income

Recurring capital                (14,913 )    (7,080 )    (29,257 )    (13,291 )
expenditures

Amortization of discount on
Exchangeable Senior Notes,       1,582        1,488       3,140        2,270
net of amounts capitalized

Impairment losses                44,605       -           72,347       -

Income tax benefit from          (4,598  )    -           (4,598  )    -
impairment losses

Operating property               52           271         75           290
acquisition costs

Loss on early extinguishment     25           -           25           -
of debt

Diluted adjusted funds from
operations available to
common share and common unit

holders ("Diluted AFFO")       $ 25,784     $ 26,992    $ 46,510     $ 52,226

Recurring capital
expenditures on properties       2,475                    8,130
included in Strategic
Reallocation Plan

Diluted AFFO, as adjusted for
recurring capital
expenditures on properties
included

in Strategic Reallocation      $ 28,259                 $ 54,640
Plan

Weighted average shares

Weighted average common          68,446       58,489      67,399       58,169
shares

Conversion of weighted           4,382        4,558       4,389        4,786
average common units

Weighted average common
shares/units - basic FFO per     72,828       63,047      71,788       62,955
share

Dilutive effect of
share-based compensation         151          421         205          405
awards

Weighted average common
shares/units - diluted FFO       72,979       63,468      71,993       63,360
per share

Diluted FFO per share          $ 0.02       $ 0.53      $ 0.15       $ 1.06

Diluted FFO per share, as      $ 0.57       $ 0.54      $ 1.09       $ 1.06
adjusted for comparability

Dividends/distributions per    $ 0.4125     $ 0.3925    $ 0.8250     $ 0.7850
common share/unit

Payout ratios

Diluted FFO, as adjusted for     75.8    %    73.2   %    77.4    %    74.2    %
comparability

Diluted AFFO                     121.9   %    92.6   %    131.1   %    95.8    %

Diluted AFFO, as adjusted for
recurring capital
expenditures on properties       111.3   %    N/A         111.6   %    N/A
included in Strategic
Reallocation Plan

Adjusted EBITDA interest       3.10x        2.85x       3.02x        2.90x
coverage ratio

Adjusted EBITDA fixed charge   2.63x        2.41x       2.56x        2.44x
coverage ratio

Debt to Adjusted EBITDA ratio  7.87x        8.36x         N/A          N/A
(1)

Adjusted debt to Adjusted      6.39x        7.14x         N/A          N/A
EBITDA ratio (2)

Reconciliation of
denominators for diluted EPS
and diluted FFO per share

Denominator for diluted EPS      72,828       58,910      71,788       58,574

Weighted average common units    -            4,558       -            4,786

Anti-dilutive EPS effect of
share-based compensation         151          -           205          -
awards

Denominator for diluted FFO      72,979       63,468      71,993       63,360
per share

(1) Represents debt divided by Adjusted EBITDA for the three month period
multiplied by four.

(2) Represents debt adjusted to subtract construction in progress as of period
end divided by Adjusted EBITDA for the three month period multiplied by four.




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars and shares in thousands, except per share data)

                            June 30,       December 31,

                            2011           2010

Balance Sheet Data (in
thousands) (as of period
end)

Properties, net of          $ 3,472,861    $ 3,445,455
accumulated depreciation

Total assets                  3,868,230      3,844,517

Debt, net                     2,299,416      2,323,681

Total liabilities             2,514,858      2,521,379

Beneficiaries' equity         1,353,372      1,323,138

Debt to total assets          59.4      %    60.4      %

Debt to undepreciated book
value of real estate          56.0      %    57.2      %
assets

Debt to total market          47.0      %    46.1      %
capitalization

Property Data (wholly
owned office properties)

(as of period end)

Number of operating           249            252
properties owned

Total net rentable square     20,244         19,990
feet owned (in thousands)

Occupancy                     87.3      %    88.2      %

Reconciliation of
denominator for debt to
total assets to

denominator for debt to
undepreciated book value
of

real estate assets

Denominator for debt to     $ 3,868,230    $ 3,844,517
total assets

Assets other than assets
included in properties,       (395,369  )    (399,062  )
net

Accumulated depreciation      534,407        503,032
on real estate assets

Intangible assets on real     99,917         113,735
estate acquisitions, net

Denominator for debt to
undepreciated book value    $ 4,107,185    $ 4,062,222
of real estate assets

                            Three Months Ended            Six Months Ended

                            June 30,                      June 30,

                            2011           2010           2011        2010

Reconciliation of tenant
improvements and
incentives, capital

improvements and leasing
costs for operating
properties to

recurring capital
expenditures

Total tenant improvements
and incentives on           $ 11,116       $ 4,630        $ 24,386    $ 8,701
operating properties

Total capital improvements    2,426          1,524          4,416       2,394
on operating properties

Total leasing costs on        3,388          1,350          6,124       2,688
operating properties

Less: Nonrecurring tenant
improvements and              (875      )    (136      )    (3,323 )    (213   )
incentives on operating
properties

Less: Nonrecurring capital
improvements on operating     (820      )    (293      )    (1,430 )    (353   )
properties

Less: Nonrecurring leasing
costs for operating           (347      )    (3        )    (963   )    51
properties

Add: Recurring capital
expenditures on operating     25             8              47          23
properties held through
joint ventures

Recurring capital           $ 14,913       $ 7,080        $ 29,257    $ 13,291
expenditures




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars in thousands)

                          Three Months Ended            Six Months Ended

                          June 30,                      June 30,

                          2011           2010           2011         2010

Reconciliation of common
share dividends to
dividends and

distributions for payout
ratios

Common share dividends    $ 29,632       $ 23,259       $ 57,336     $ 46,419

Common unit                 1,808          1,749          3,617        3,616
distributions

Dividends and
distributions for payout  $ 31,440       $ 25,008       $ 60,953     $ 50,035
ratios

Reconciliation of FFO to
FFO, as adjusted for
comparability

FFO                       $ 6,007        $ 38,870       $ 20,580     $ 77,026

Impairment losses, net      40,007         -              67,749       -
of related tax benefit

Operating property          52             271            75           290
acquisition costs

Loss on early               25             -              25           -
extinguishment of debt

FFO, as adjusted for      $ 46,091       $ 39,141       $ 88,429     $ 77,316
comparability

Reconciliation of
diluted FFO to diluted
FFO available to common
share and common unit
holders, as adjusted for
comparability

Diluted FFO               $ 1,415        $ 33,880       $ 10,913     $ 67,140

Impairment losses, net      40,007         -              67,749       -
of related tax benefit

Operating property          52             271            75           290
acquisition costs

Loss on early               25             -              25           -
extinguishment of debt

Diluted FFO available to
common share and common
unit holders,

as adjusted for           $ 41,499       $ 34,151       $ 78,762     $ 67,430
comparability

Reconciliation of GAAP
net (loss) income to
adjusted earnings before
interest,

income taxes,
depreciation and
amortization ("Adjusted
EBITDA")

Net (loss) income         $ (26,007   )  $ 9,151        $ (44,573 )  $ 19,826

Interest expense on         26,607         25,576         53,246       48,068
continuing operations

Interest expense on         223            345            512          556
discontinued operations

Income tax (benefit)        (5,042    )    7              (5,586  )    59
expense

Real estate-related
depreciation and            32,049         29,548         65,069       57,151
amortization

Depreciation of
furniture, fixtures and     623            632            1,248        1,282
equipment

Impairment losses           44,605         -              72,347       -

Adjusted EBITDA           $ 73,058       $ 65,259       $ 142,263    $ 126,942

Reconciliation of
interest expense from
continuing operations

to the denominators for
interest
coverage-Adjusted EBITDA

and fixed charge
coverage-Adjusted EBITDA

Interest expense from     $ 26,607       $ 25,576       $ 53,246     $ 48,068
continuing operations

Interest expense from       223            345            512          556
discontinued operations

Less: Amortization of       (1,702    )    (1,495    )    (3,461  )    (2,621  )
deferred financing costs

Less: Amortization of
discount on Exchangeable    (1,582    )    (1,488    )    (3,140  )    (2,270  )
Senior Notes, net of
amounts capitalized

Denominator for interest    23,546         22,938         47,157       43,733
coverage-Adjusted EBITDA

Preferred share             4,026          4,026          8,051        8,051
dividends

Preferred unit              165            165            330          330
distributions

Denominator for fixed
charge coverage-Adjusted  $ 27,737       $ 27,129       $ 55,538     $ 52,114
EBITDA

Reconciliation of same
office property net
operating income to same
office

property cash net
operating income and
same office property
cash

net operating income,
excluding gross lease
termination fees

Same office property net  $ 62,961       $ 64,263       $ 122,021    $ 125,023
operating income

Less: Straight-line rent    (1,581    )    (1,511    )    (4,662  )    (3,842  )
adjustments

Less: Amortization of
deferred market rental      (193      )    (281      )    (432    )    (736    )
revenue

Same office property
cash net operating        $ 61,187       $ 62,471       $ 116,927    $ 120,445
income

Less: Lease termination     (46       )    (976      )    (183    )    (1,066  )
fees, gross

Same office property
cash net operating
income, excluding

gross lease termination   $ 61,141       $ 61,495       $ 116,744    $ 119,379
fees

Reconciliation of debt,
net to denominator for
adjusted debt to
Adjusted EBITDA ratio

Debt, net                 $ 2,299,416    $ 2,182,375

Less: Construction in
progress, including held    (430,608  )    (319,846  )
for sale properties

Denominator for adjusted
debt to Adjusted EBITDA   $ 1,868,808    $ 1,862,529
ratio




    Source: Corporate Office Properties Trust (COPT)