Corporate Office Properties Trust Reports Third Quarter 2009 Results

COLUMBIA, Md.--(BUSINESS WIRE)-- Corporate Office Properties Trust (COPT) (NYSE:OFC) announced today financial and operating results for the quarter and nine months ended September 30, 2009.

Highlights

    --  6% increase in diluted earnings per share ("Diluted EPS") to $.18 or
        $10.4 million of net income available to common shareholders for the
        third quarter 2009 as compared to $.17 per diluted share or $8.2 million
        of net income available to common shareholders for the third quarter
        2008. Year to date, diluted EPS increased 32% to $.62 or $35.2 million
        of net income available to common shareholders as compared to $.47 per
        diluted share or $23.0 million of net income available to common
        shareholders for the first nine months of 2008.
    --  3% decrease in diluted Funds from Operations ("FFO") per share to $.60
        for the third quarter 2009 from $.62 for the third quarter 2008. FFO
        increased 7% to $42.4 million for the third quarter 2009 from $39.5
        million for the third quarter 2008. Year to date, diluted FFO per share
        increased 10% to $1.94 or $134.1 million from $1.77 or $113.2 million
        for the first nine months of 2008.
    --  9% increase in diluted Adjusted Funds from Operations available to
        common share and common unit holders ("Diluted AFFO") to $27.8 million
        for the third quarter 2009 as compared to $25.5 million for the third
        quarter 2008. Year to date, diluted AFFO increased 31% to $97.4 million
        from $74.5 million for the first nine months of 2008.
    --  91% occupied and leased for our wholly-owned portfolio as of September
        30, 2009.
    --  68% renewal rate on expiring leases for third quarter 2009, with a 4%
        decrease in total straight-line rents for renewed space.
    --  5% increase in same office property cash NOI for the quarter compared to
        the third quarter 2008. The Company's same office portfolio for the
        quarter ended September 30, 2009 represents 91% of the rentable square
        feet of its consolidated portfolio and consists of 230 properties.
    --  761,000 square feet leased in the quarter and approximately 1.9 million
        square feet leased year to date.

"The Company continues to perform well despite an increasingly difficult real estate environment. We increased our cash dividend during the quarter by 5.4%, one of the few REITs to do so this year," stated Randall M. Griffin, President and Chief Executive Officer, Corporate Office Properties Trust. "We had an active leasing quarter. Our focused expense control efforts helped produce strong same office performance," he added.

Financial Ratios

Diluted FFO payout ratio for the nine months ended September 30, 2009 was 59% as compared to 60% for the nine months ended September 30, 2008. Diluted AFFO payout ratio for the nine months ended September 30, 2009 was 73% as compared to 81% for the nine months ended September 30, 2008.

As of September 30, 2009, the Company had a total market capitalization of $4.5 billion, with $1.9 billion in debt outstanding, equating to a 43% debt to total market capitalization ratio.

For the third quarter 2009, the Company's weighted average interest rate was 4.9% and at September 30, 2009, the Company had 85% of its total debt subject to fixed interest rates.

For the third quarter 2009, the Company's EBITDA to interest coverage ratio was 3.2x, and the EBITDA fixed charge coverage ratio was 2.6x.

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.

Operating Results

At September 30, 2009, the Company's wholly-owned portfolio of 246 office properties totaled 18.4 million square feet. The weighted average remaining lease term for the portfolio was 4.5 years and the average rental rate (including tenant reimbursements) was $24.04 per square foot.

For the quarter ended September 30, 2009, 529,000 square feet was renewed equating to a 68% renewal rate, at an average committed cost of $5.04 per square foot. Total rent on renewed space decreased 4% on a straight-line basis, as measured from the straight-line rent in effect preceding the renewal date and decreased 8% on a cash basis. For renewed and retenanted space of 670,000 square feet, total straight-line rent decreased 6% and total rent on a cash basis decreased 12%. The average committed cost for renewed and retenanted space was $6.09 per square foot.

For the nine months ended September 30, 2009, 1.4 million square feet was renewed equating to a 72% renewal rate, at an average committed cost of $6.14 per square foot.

Development Activity

At September 30, 2009, the Company had 2.4 million square feet under construction, development and redevelopment for a total projected cost of $478.3 million.

The Company's land inventory (wholly-owned and joint venture) at September 30, 2009 totaled 1,821 acres that can support 16.1 million square feet of development.

During the quarter, the Company placed into service 338,000 square feet located in six properties.

Financing and Capital Transactions

The Company closed the following transactions during the quarter:

    --  A $90.0 million secured loan with a five-year term that carries interest
        at 7.25%.
    --  A $185.0 million secured loan with a seven-year term that carries
        interest at 7.25%.

Subsequent Events

The Company executed the following transactions subsequent to quarter end:

    --  Acquired a newly-constructed, 156,000 square foot property that is 100%
        leased, long-term to Northrop Grumman Corporation and a 0.9 acre
        adjacent land parcel located in Linthicum, Maryland.
    --  Acquired a 474,000 square foot office tower, parking lot, utility
        distribution center, four waterfront lots and riparian rights, all part
        of the Canton Crossing planned unit development in Baltimore, Maryland.
        The waterfront lots are approved for 500,000 square feet of office,
        150,000 square feet of retail, a 450 room hotel and a marina. The office
        tower is 91% leased with CareFirst as the largest tenant at 34%.

Earnings Guidance

The Company will discuss its updated 2009 diluted FFO per share guidance and its initial 2010 diluted FFO per share guidance on its earnings conference call.

Conference Call

The Company will hold an investor/analyst conference call:


Conference Call (within the United States)

Date:                                        Thursday, October 29, 2009

Time:                                        11:00 a.m. Eastern Time

Telephone Number:                            888-679-8018

Passcode:                                    90330872

Conference Call (outside the United States)

Date:                                        Thursday, October 29, 2009

Time:                                        11:00 a.m. Eastern Time

Telephone Number:                            617-213-4845

Passcode:                                    90330872



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=P86DV6HWU

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, October 29 at 3:00 p.m. Eastern Time through Thursday, November 12 at midnight Eastern Time. To access the replay within the United States, please call 888-286-8010 and use passcode 18266981. To access the replay outside the United States, please call 617-801-6888 and use passcode 18266981.

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 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 on strategic customer relationships and specialized tenant requirements in the U.S. Government, Defense Information Technology and Data sectors. The Company acquires, develops, manages and leases properties which are typically concentrated in large office parks primarily located adjacent to government demand drivers and/or in growth corridors. As of September 30, 2009, the Company owned 265 office and data properties totaling 19.4 million rentable square feet, which includes 19 properties totaling 989,000 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", "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 Company's 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 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;
    --  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 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, 2008.


Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Amounts in thousands, except per share data)

                              Three Months Ended        Nine Months Ended

                              September 30,             September 30,

                              2009         2008         2009         2008

Revenues

Real estate revenues          $ 104,843    $ 101,086    $ 317,405    $ 296,034

Service operations revenues     95,321       90,002       273,534      123,040

Total revenues                  200,164      191,088      590,939      419,074

Expenses

Property operating expenses     38,583       35,854       114,778      104,353

Depreciation and other
amortization associated with    26,712       25,583       81,911       75,430
real estate operations

Service operations expenses     93,805       87,657       268,289      120,090

General and administrative      5,898        5,904        17,275       17,608
expenses

Business development            458          199          1,550        464
expenses

Total operating expenses        165,456      155,197      483,803      317,945

Operating income                34,708       35,891       107,136      101,129

Interest expense                (20,986 )    (22,503 )    (59,088 )    (65,580 )

Interest and other income       2,619        559          4,949        924

Income from continuing
operations before equity in     16,341       13,947       52,997       36,473
loss of unconsolidated
entities and income taxes

Equity in loss of               (758    )    (57     )    (1,075  )    (167    )
unconsolidated entities

Income tax expense              (47     )    (97     )    (169    )    (102    )

Income from continuing          15,536       13,793       51,753       36,204
operations

Discontinued operations         -            (9      )    -            2,571

Income before gain on sales     15,536       13,784       51,753       38,775
of real estate

Gain on sales of real           -            4            -            1,104
estate, net of income taxes

Net income                      15,536       13,788       51,753       39,879

Less net income attributable
to noncontrolling interests

Common units in the             (956    )    (1,467  )    (4,032  )    (4,130  )
Operating Partnership

Preferred units in the          (165    )    (165    )    (495    )    (495    )
Operating Partnership

Other                           40           90           15           (132    )

Net income attributable to      14,455       12,246       47,241       35,122
COPT

Preferred share dividends       (4,025  )    (4,025  )    (12,076 )    (12,076 )

Net income attributable to    $ 10,430     $ 8,221      $ 35,165     $ 23,046
COPT common shareholders

Earnings per share "EPS"
computation:

Numerator for diluted EPS:

Net income available to       $ 10,430     $ 8,221      $ 35,165     $ 23,046
common shareholders

Amount allocable to             (253    )    (192    )    (763    )    (528    )
restricted shares

Numerator for diluted EPS       10,177       8,029        34,402       22,518

Denominator:

Weighted average common         57,470       47,273       55,366       47,128
shares - basic

Dilutive effect of stock        485          779          506          765
option awards

Weighted average common         57,955       48,052       55,872       47,893
shares - diluted

Diluted EPS                   $ 0.18       $ 0.17       $ 0.62       $ 0.47




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

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

                                Three Months Ended      Nine Months Ended

                                September 30,           September 30,

                                2009        2008        2009         2008

Net income                      $ 15,536    $ 13,788    $ 51,753     $ 39,879

Add: Real estate-related          26,712      25,583      81,911       75,482
depreciation and amortization

Add: Depreciation and
amortization on unconsolidated    160         162         481          489
real estate entities

Less: Gain on sales of
operating properties, net of      -           -           -            (2,630  )
income taxes

Funds from operations ("FFO")     42,408      39,533      134,145      113,220

Less: Noncontrolling interests
- preferred units in the          (165   )    (165   )    (495    )    (495    )
Operating Partnership

Less: Noncontrolling interests    40          90          15           (132    )
- other consolidated entities

Less: Preferred share             (4,025 )    (4,025 )    (12,076 )    (12,076 )
dividends

Less: Depreciation and
amortization allocable to         (91    )    (74    )    (251    )    (198    )
noncontrolling interests in
other consolidated entities

Less: Basic and diluted FFO       (395   )    (321   )    (1,298  )    (903    )
allocable to restricted shares

Basic and diluted FFO
available to common share and     37,772      35,038      120,040      99,416
common unit holders ("Basic
and diluted FFO")

Less: Straight-line rent          (2,665 )    (2,850 )    (5,523  )    (8,284  )
adjustments

Less: Amortization of deferred    (451   )    (555   )    (1,447  )    (1,458  )
market rental revenue

Less: Recurring capital           (7,572 )    (7,008 )    (17,838 )    (17,611 )
expenditures

Add: Amortization of discount
on Exchangeable Senior Notes,     762         828         2,183        2,446
net of amounts capitalized

Diluted adjusted funds from
operations available to common  $ 27,846    $ 25,453    $ 97,415     $ 74,509
share and common unit holders
("Diluted AFFO")

Weighted average shares

Weighted average common shares    57,470      47,273      55,366       47,128

Conversion of weighted average    5,084       8,130       5,932        8,145
common units

Weighted average common
shares/units - basic FFO per      62,554      55,403      61,298       55,273
share

Dilutive effect of share-based    485         779         506          765
compensation awards

Weighted average common
shares/units - diluted FFO per    63,039      56,182      61,804       56,038
share

Diluted FFO per share           $ 0.60      $ 0.62      $ 1.94       $ 1.77

Dividends/distributions per     $ 0.3925    $ 0.3725    $ 1.1375     $ 1.0525
common share/unit

Earnings payout ratio             219.1  %    233.3  %    184.0   %    223.7   %

Diluted FFO payout ratio          65.8   %    63.4   %    58.9    %    60.5    %

Diluted AFFO payout ratio         89.2   %    87.2   %    72.6    %    80.7    %

EBITDA interest coverage ratio    3.20x       2.92x       3.47x        2.91x

EBITDA fixed charge coverage      2.64x       2.44x       2.83x        2.43x
ratio

Reconciliation of denominators
for diluted EPS and diluted
FFO per share

Denominator for diluted EPS       57,955      48,052      55,872       47,893

Weighted average common units     5,084       8,130       5,932        8,145

Denominator for diluted FFO       63,039      56,182      61,804       56,038
per share




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

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

                            September 30,  December 31,

                            2009           2008

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

Properties, net of          $ 2,868,707    $ 2,778,466
accumulated depreciation

Total assets                  3,230,647      3,114,239

Debt                          1,897,852      1,856,751

Total liabilities             2,094,464      2,031,816

Beneficiaries' equity         1,136,183      1,082,423

Debt to total assets          58.7      %    59.6      %

Debt to undepreciated book
value of real estate          56.7      %    57.8      %
assets

Debt to total market          42.6      %    47.4      %
capitalization

Property Data (wholly
owned properties) (as of
period end)

Number of operating           246            238
properties owned

Total net rentable square     18,449         18,462
feet owned (in thousands)

Occupancy                     90.9      %    93.2      %

Reconciliation of
denominator for debt to
total assets to
denominator for debt to
undepreciated book value
of real estate assets

Denominator for debt to     $ 3,230,647    $ 3,114,239
total assets

Assets other than assets
included in properties,       (361,940  )    (335,773  )
net

Accumulated depreciation      402,125        343,110
on real estate assets

Intangible assets on real     75,506         91,848
estate acquisitions, net

Denominator for debt to
undepreciated book value    $ 3,346,338    $ 3,213,424
of real estate assets

                            Three Months Ended            Nine Months Ended

                            September 30,                 September 30,

                            2009           2008           2009        2008

Reconciliation of tenant
improvements and
incentives, capital
improvements and leasing
costs for operating
properties to recurring
capital expenditures

Total tenant improvements
and incentives on           $ 3,553        $ 6,305        $ 11,604    $ 14,883
operating properties

Total capital improvements    2,927          3,179          6,763       6,827
on operating properties

Total leasing costs on        1,855          999            4,431       2,764
operating properties

Less: Nonrecurring tenant
improvements and              (711      )    (1,995    )    (2,780 )    (4,077 )
incentives on operating
properties

Less: Nonrecurring capital
improvements on operating     (58       )    (1,299    )    (1,340 )    (2,667 )
properties

Less: Nonrecurring leasing
costs incurred on             -              (217      )    (916   )    (269   )
operating properties

Add: Recurring capital
expenditures on operating     6              36             76          150
properties held through
joint ventures

Recurring capital           $ 7,572        $ 7,008        $ 17,838    $ 17,611
expenditures




Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars in thousands)

                                Three Months Ended      Nine Months Ended

                                September 30,           September 30,

                                2009        2008        2009         2008

Reconciliation of dividends
for earnings payout ratio to
dividends and distributions
for FFO & AFFO payout ratio

Common share dividends for      $ 22,851    $ 19,183    $ 64,712     $ 51,553
earnings payout ratio

Common unit distributions         1,995       3,021       5,974        8,564

Dividends and distributions     $ 24,846    $ 22,204    $ 70,686     $ 60,117
for FFO & AFFO payout ratio

Reconciliation of GAAP net
income to earnings before
interest, income taxes,
depreciation and amortization
("EBITDA")

Net income                      $ 15,536    $ 13,788    $ 51,753     $ 39,879

Interest expense on continuing    20,986      22,503      59,088       65,580
operations

Interest expense on               -           -           -            51
discontinued operations

Income tax expense                47          97          169          680

Real estate-related               26,712      25,583      81,911       75,482
depreciation and amortization

Depreciation of furniture,        458         401         1,261        1,177
fixtures and equipment

EBITDA                          $ 63,739    $ 62,372    $ 194,182    $ 182,849

Reconciliation of interest
expense from continuing
operations to the denominators
for interest coverage-EBITDA
and fixed charge
coverage-EBITDA

Interest expense from           $ 20,986    $ 22,503    $ 59,088     $ 65,580
continuing operations

Interest expense from             -           -           -            51
discontinued operations

Less: Amortization of deferred    (1,056 )    (1,143 )    (3,089  )    (2,805  )
financing costs

Denominator for interest          19,930      21,360      55,999       62,826
coverage-EBITDA

Preferred share dividends         4,025       4,025       12,076       12,076

Preferred unit distributions      165         165         495          495

Denominator for fixed charge    $ 24,120    $ 25,550    $ 68,570     $ 75,397
coverage-EBITDA

Reconciliation of same
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        $ 63,608    $ 62,412    $ 185,660    $ 179,560
operating income

Less: Straight-line rent          (733   )    (2,529 )    (2,204  )    (6,683  )
adjustments

Less: Amortization of deferred    (385   )    (480   )    (944    )    (1,117  )
market rental revenue

Same office property cash net   $ 62,490    $ 59,403    $ 182,512    $ 171,760
operating income

Less: Lease termination fees,     (966   )    (209   )    (5,184  )    (368    )
gross

Same office property cash net
operating income, excluding     $ 61,524    $ 59,194    $ 177,328    $ 171,392
gross lease termination fees





Top Twenty Office Tenants of Wholly Owned Properties as of September 30, 2009 (1)

(Dollars in thousands)

                                         Percentage  Total       Percentage  Weighted
                                         of

                             Total       Total       Annualized  of Total    Average

                     Number  Occupied    Occupied    Rental      Annualized  Remaining
                     of                                          Rental

Tenant               Leases  Square      Square      Revenue     Revenue     Lease
                             Feet        Feet        (2) (3)                 Term (4)

United States   (5)  67      2,649,894   15.8  %       75,570    18.7  %     6.2
of America

Northrop
Grumman         (6)  15      1,135,642   6.8   %       30,218    7.5   %     6.0
Corporation

Booz Allen           9       738,284     4.4   %       21,545    5.3   %     5.5
Hamilton, Inc.

Computer
Sciences        (6)  3       454,986     2.7   %       12,475    3.1   %     1.8
Corporation

L-3
Communications  (6)  5       266,943     1.6   %       9,877     2.4   %     4.5
Holdings, Inc.

General
Dynamics        (6)  10      299,153     1.8   %       8,302     2.1   %     1.3
Corporation

Wells Fargo &   (6)  7       218,199     1.3   %       7,764     1.9   %     8.4
Company

The Aerospace   (6)  3       245,935     1.5   %       7,523     1.9   %     5.3
Corporation

ITT             (6)  8       305,689     1.8   %       7,223     1.8   %     4.8
Corporation

Integral        (6)  4       241,504     1.4   %       6,062     1.5   %     10.4
Systems, Inc.

Comcast         (6)  7       306,123     1.8   %       6,011     1.5   %     4.1
Corporation

AT&T            (6)  5       306,932     1.8   %       5,955     1.5   %     3.7
Corporation

Unisys               2       258,498     1.5   %       4,631     1.1   %     0.5
Corporation

The Boeing      (6)  4       144,227     0.9   %       4,467     1.1   %     4.0
Company

Ciena                4       229,842     1.4   %       4,391     1.1   %     3.7
Corporation

BAE Systems     (6)  7       211,805     1.3   %       3,235     0.8   %     5.8
PLC

The Johns
Hopkins         (6)  4       128,827     0.8   %       3,234     0.8   %     3.1
Institutions

Merck & Co.,    (6)  2       225,900     1.3   %       2,772     0.7   %     7.0
Inc.

Lockheed
Martin               5       143,943     0.9   %       2,683     0.7   %     2.8
Corporation

Magellan
Health               2       113,727     0.7   %       2,681     0.7   %     2.6
Services, Inc.

Subtotal Top
20 Office            173     8,626,053   51.4  %       226,619   56.2  %     5.3
Tenants

All remaining        702     8,151,421   48.6  %       176,721   43.8  %     3.6
tenants

Total/Weighted       875     16,777,474  100.0 %     $ 403,340   100.0 %     4.5
Average




     Table excludes owner occupied leasing activity which represents 164,257
(1)  square feet with a weighted average remaining lease term of 5.8 years as of
     September 30, 2009.

     Total Annualized Rental Revenue is the monthly contractual base rent as of
(2)  September 30, 2009, 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.




    Source: Corporate Office Properties Trust (COPT)