COLUMBIA, Md.--(BUSINESS WIRE)--Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC) announced results for the fourth quarter and full year ended December 31, 2022.
Management Comments
Stephen E. Budorick, COPT’s President & Chief Executive Officer, commented, “Our Defense/IT investment strategy, which has concentrated our portfolio near priority U.S. defense installations, continues to produce strong results, and has proved resilient in the face of macro-economic headwinds impacting the office sector. The 3% growth in FFO per share, as adjusted for comparability generated in 2022, exceeded our initial guidance by $0.02 per share. We executed 801,000 square feet of vacancy leasing, the highest level in 12 years. We are off to a great start in terms of development leasing, having executed over 460,000 square feet already in 2023, consisting of two data center shell build-to-suits in Northern Virginia, and one build-to-suit building at Redstone Gateway. The outlook for defense spending remains favorable. The FY23 defense base budget that passed in December represents a 7.5% year-over-year increase, and is 15% higher than that of FY21, which drove leasing results in 2022. Given the timing of the appropriation, we expect this increase to fuel demand for space in our portfolio throughout 2024.”
He continued, “From a financing standpoint, we recently closed on two new 90%/10% JVs, which will fund the equity component of our expected development needs in 2023, assuring sufficient capital to fund development on a leverage neutral basis for the foreseeable future. Our balance sheet remains strong, evidenced by our solid debt service coverage ratios, with no large debt maturities until 2026.”
Financial Highlights
4th Quarter Financial Results:
- Diluted earnings per share (“EPS”) was $0.45 for the quarter ended December 31, 2022 compared to $0.12 for the quarter ended December 31, 2021.
- Diluted funds from operations per share (“FFOPS”), as calculated in accordance with Nareit’s definition, was $0.60 for the quarter ended December 31, 2022 compared to $0.21 for the quarter ended December 31, 2021.
- FFOPS, as adjusted for comparability, was $0.60 for the quarter ended December 31, 2022 compared to $0.58 for the quarter ended December 31, 2021.
Full Year 2022 Financial Results:
- EPS for the year ended December 31, 2022 was $1.53 as compared to $0.68 for 2021.
- Per Nareit’s definition, FFOPS for 2022 was $2.35 as compared to $1.40 for 2021.
- FFOPS, as adjusted for comparability, for 2022 was $2.36 as compared to $2.29 for 2021.
Operating Performance Highlights
Operating Portfolio Summary:
- At December 31, 2022, the Company’s 22.8 million square foot core portfolio was 92.8% occupied and 95.3% leased.
- During the quarter and the year, the Company placed into service 917,000 and 1.3 million square feet, respectively, of developments that were 99% leased at January 31, 2023.
Same-Property Performance:
- At December 31, 2022, the Company’s 20.0 million square foot same-property portfolio was 92.4% occupied and 95.0% leased.
- The Company’s same-property cash NOI decreased 0.5% and 0.9%, year-over-year for the three months and year ended December 31, 2022, respectively, compared to the same periods in 2021.
Leasing:
- Total Square Feet Leased: For the quarter ended December 31, 2022, the Company leased 692,000 square feet, including 519,000 square feet of renewals and 173,000 square feet of vacancy leasing.
- For the year ended December 31, 2022, the Company executed 3.0 million square feet of total leasing, including 1.7 million square feet of renewals, 801,000 square feet of vacancy leasing, and 476,000 square feet in development projects.
- Tenant Retention Rates: During the quarter and year ended December 31, 2022, the Company renewed 72.2% and 72.1%, respectively, of expiring square feet.
- Rent Spreads & Average Escalations on Renewing Leases: For the quarter and year ended December 31, 2022, straight-line rents on renewals increased 3.6% and 3.1%, respectively, and cash rents on renewed space increased 0.1% and decreased 2.0%, respectively. For the same time periods, annual escalations on renewing leases averaged 2.6% and 2.5%, respectively.
- Lease Terms: In the quarter ended December 31, 2022, lease terms averaged 3.5 years on renewing leases and 9.8 years on vacancy leasing. For the year, lease terms averaged 3.6 years on renewing leases, 7.3 years on vacancy leasing, and 13.3 years on development leasing.
Investment Activity Highlights
- Development Pipeline: The Company’s development pipeline consists of 10 properties totaling 1.5 million square feet that were 89% leased at January 31, 2023. These projects represent a total estimated investment of $487.5 million, of which $127.5 million has been spent.
Balance Sheet and Capital Transaction Highlights
- On October 26, 2022, the Company entered into a credit agreement with a group of lenders for an aggregate of $725.0 million of available borrowings including: an unsecured revolving credit facility with a lender commitment of $600.0 million that replaced its existing Revolving Credit Facility; and a $125.0 million unsecured term loan, the proceeds of which were used to pay off the remaining $100.0 million outstanding under an existing unsecured term loan and pay down a portion of its Revolving Credit Facility.
- On December 14, 2022, the Company sold two data center shells to a new, 90%/10% joint venture with entities affiliated with Blackstone, generating approximately $60 million of proceeds.
- On January 10, 2023, the Company sold an additional three data center shells to a new, 90%/10% joint venture with entities affiliated with Blackstone, generating approximately $190 million of proceeds.
- For the quarter ended December 31, 2022, the Company’s adjusted EBITDA fixed charge coverage ratio was 4.7x.
- At December 31, 2022, the Company’s net debt to in-place adjusted EBITDA ratio was 6.3x and its net debt adjusted for fully-leased development to in-place adjusted EBITDA ratio was 6.1x.
- At December 31, 2022, and including the effect of interest rate swaps, the Company’s weighted average effective interest rate on its consolidated debt portfolio was 3.15% with a weighted average maturity of 6.6 years; additionally, 85.1% of the Company’s debt was subject to fixed interest rates.
Associated Supplemental Presentation
Prior to the call, the Company will post a slide presentation to accompany management’s prepared remarks for its fourth quarter and full year 2022 conference call; the presentation can be viewed and downloaded from the ‘Financial Info – Financial Results’ section of COPT’s Investors website: https://investors.copt.com/financial-information/financial-results
2023 Guidance
The Company details its initial full year and first quarter guidance, with supporting assumptions, in a separate press release issued concurrently with this press release; that release can be found in the ‘News & Events – Press Releases’ section of COPT’s Investors website: https://investors.copt.com/news-events/press-releases
Conference Call Information
Management will discuss fourth quarter and full year 2022 results on its conference call tomorrow at 12:00 p.m. Eastern Time, details of which are listed below:
Conference Call Date: |
Friday, February 10, 2023 |
Time: |
12:00 p.m. Eastern Time |
Participants must register for the conference call at the link below to receive the dial-in number and personal pin. Registering only takes a few moments and provides direct access to the conference call without waiting for an operator. You may register at any time, including up to and after the call start time:
https://register.vevent.com/register/BIc8139cc8ddaa47a4b273039144a05aea
The conference call will also be available via live webcast in the ‘News & Events – IR Calendar’ section of COPT’s Investors website: https://investors.copt.com/news-events/ir-calendar
Replay Information
A replay of the conference call will be immediately available via webcast only on COPT’s Investors website.
Definitions
For definitions of certain terms used in this press release, please refer to the information furnished in the Company’s Supplemental Information Package furnished on a Form 8-K which can be found on its website (www.copt.com). Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the attached tables.
About COPT
COPT is a REIT that owns, manages, leases, develops and selectively acquires office and data center properties. The majority of its portfolio is in locations that support the United States Government and its contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what the Company believes are growing, durable, priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of December 31, 2022, the Company derived 91% of its core portfolio annualized rental revenue from Defense/IT Locations and 9% from its Regional Office Properties. As of the same date and including 21 properties owned through unconsolidated joint ventures, COPT’s core portfolio of 192 properties encompassed 22.8 million square feet and was 95.3% leased.
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. Although the Company believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, 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 and the Company undertakes no obligation to update or supplement any forward-looking statements.
The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Source: Corporate Office Properties Trust
Corporate Office Properties Trust |
|||||||||||||||
Summary Financial Data |
|||||||||||||||
(unaudited) |
|||||||||||||||
(dollars and shares in thousands, except per share data) |
|||||||||||||||
|
For the Three Months
|
|
For the Years Ended
|
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Revenues |
|
|
|
|
|
|
|
||||||||
Lease revenue |
$ |
150,022 |
|
|
$ |
141,892 |
|
|
$ |
580,169 |
|
|
$ |
553,668 |
|
Other property revenue |
|
1,163 |
|
|
|
756 |
|
|
|
4,229 |
|
|
|
2,902 |
|
Construction contract and other service revenues |
|
24,062 |
|
|
|
43,284 |
|
|
|
154,632 |
|
|
|
107,876 |
|
Total revenues |
|
175,247 |
|
|
|
185,932 |
|
|
|
739,030 |
|
|
|
664,446 |
|
Operating expenses |
|
|
|
|
|
|
|
||||||||
Property operating expenses |
|
58,470 |
|
|
|
56,459 |
|
|
|
227,430 |
|
|
|
213,377 |
|
Depreciation and amortization associated with real estate operations |
|
36,907 |
|
|
|
34,504 |
|
|
|
141,230 |
|
|
|
137,543 |
|
Construction contract and other service expenses |
|
23,454 |
|
|
|
42,089 |
|
|
|
149,963 |
|
|
|
104,053 |
|
General and administrative expenses |
|
7,766 |
|
|
|
6,589 |
|
|
|
27,461 |
|
|
|
27,213 |
|
Leasing expenses |
|
2,235 |
|
|
|
2,568 |
|
|
|
8,337 |
|
|
|
8,914 |
|
Business development expenses and land carry costs |
|
1,157 |
|
|
|
1,088 |
|
|
|
3,193 |
|
|
|
4,647 |
|
Total operating expenses |
|
129,989 |
|
|
|
143,297 |
|
|
|
557,614 |
|
|
|
495,747 |
|
Interest expense |
|
(16,819 |
) |
|
|
(16,217 |
) |
|
|
(61,174 |
) |
|
|
(65,398 |
) |
Interest and other income |
|
3,340 |
|
|
|
1,968 |
|
|
|
9,341 |
|
|
|
7,879 |
|
Credit loss recoveries (expense) |
|
1,331 |
|
|
|
88 |
|
|
|
(271 |
) |
|
|
1,128 |
|
Gain on sales of real estate |
|
19,238 |
|
|
|
25,879 |
|
|
|
19,250 |
|
|
|
65,590 |
|
Loss on early extinguishment of debt |
|
(267 |
) |
|
|
(41,073 |
) |
|
|
(609 |
) |
|
|
(100,626 |
) |
Income from continuing operations before equity in income of unconsolidated entities and income taxes |
|
52,081 |
|
|
|
13,280 |
|
|
|
147,953 |
|
|
|
77,272 |
|
Equity in income of unconsolidated entities |
|
229 |
|
|
|
314 |
|
|
|
1,743 |
|
|
|
1,093 |
|
Income tax expense |
|
(223 |
) |
|
|
(42 |
) |
|
|
(447 |
) |
|
|
(145 |
) |
Income from continuing operations |
|
52,087 |
|
|
|
13,552 |
|
|
|
149,249 |
|
|
|
78,220 |
|
Discontinued operations |
|
— |
|
|
|
1,413 |
|
|
|
29,573 |
|
|
|
3,358 |
|
Net Income |
|
52,087 |
|
|
|
14,965 |
|
|
|
178,822 |
|
|
|
81,578 |
|
Net income attributable to noncontrolling interests: |
|
|
|
|
|
|
|
||||||||
Common units in the Operating Partnership (“OP”) |
|
(775 |
) |
|
|
(181 |
) |
|
|
(2,603 |
) |
|
|
(1,012 |
) |
Other consolidated entities |
|
(833 |
) |
|
|
(1,076 |
) |
|
|
(3,190 |
) |
|
|
(4,025 |
) |
Net income attributable to COPT common shareholders |
$ |
50,479 |
|
|
$ |
13,708 |
|
|
$ |
173,029 |
|
|
$ |
76,541 |
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share (“EPS”) computation: |
|
|
|
|
|
|
|
||||||||
Numerator for diluted EPS: |
|
|
|
|
|
|
|
||||||||
Net income attributable to COPT common shareholders |
$ |
50,479 |
|
|
$ |
13,708 |
|
|
$ |
173,029 |
|
|
$ |
76,541 |
|
Amount allocable to share-based compensation awards |
|
(129 |
) |
|
|
(116 |
) |
|
|
(463 |
) |
|
|
(417 |
) |
Redeemable noncontrolling interests |
|
(60 |
) |
|
|
(46 |
) |
|
|
(169 |
) |
|
|
(128 |
) |
Numerator for diluted EPS |
$ |
50,290 |
|
|
$ |
13,546 |
|
|
$ |
172,397 |
|
|
$ |
75,996 |
|
Denominator: |
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic |
|
112,096 |
|
|
|
111,990 |
|
|
|
112,073 |
|
|
|
111,960 |
|
Dilutive effect of share-based compensation awards |
|
435 |
|
|
|
386 |
|
|
|
431 |
|
|
|
330 |
|
Dilutive effect of redeemable noncontrolling interests |
|
102 |
|
|
|
124 |
|
|
|
116 |
|
|
|
128 |
|
Weighted average common shares - diluted |
|
112,633 |
|
|
|
112,500 |
|
|
|
112,620 |
|
|
|
112,418 |
|
Diluted EPS |
$ |
0.45 |
|
|
$ |
0.12 |
|
|
$ |
1.53 |
|
|
$ |
0.68 |
|
Corporate Office Properties Trust |
|||||||||||||||
Summary Financial Data |
|||||||||||||||
(unaudited) |
|||||||||||||||
(in thousands, except per share data) |
|||||||||||||||
|
For the Three Months
|
|
For the Years Ended
|
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Net income |
$ |
52,087 |
|
|
$ |
14,965 |
|
|
$ |
178,822 |
|
|
$ |
81,578 |
|
Real estate-related depreciation and amortization |
|
36,907 |
|
|
|
36,346 |
|
|
|
141,230 |
|
|
|
147,833 |
|
Gain on sales of real estate from continuing and discontinued operations |
|
(19,238 |
) |
|
|
(25,879 |
) |
|
|
(47,814 |
) |
|
|
(65,590 |
) |
Depreciation and amortization on unconsolidated real estate JVs |
|
526 |
|
|
|
526 |
|
|
|
2,101 |
|
|
|
1,981 |
|
Funds from operations (“FFO”) |
|
70,282 |
|
|
|
25,958 |
|
|
|
274,339 |
|
|
|
165,802 |
|
FFO allocable to other noncontrolling interests |
|
(1,227 |
) |
|
|
(1,458 |
) |
|
|
(4,795 |
) |
|
|
(5,483 |
) |
Basic FFO allocable to share-based compensation awards |
|
(360 |
) |
|
|
(149 |
) |
|
|
(1,433 |
) |
|
|
(777 |
) |
Basic FFO available to common share and common unit holders (“Basic FFO”) |
|
68,695 |
|
|
|
24,351 |
|
|
|
268,111 |
|
|
|
159,542 |
|
Redeemable noncontrolling interests |
|
(27 |
) |
|
|
(13 |
) |
|
|
(34 |
) |
|
|
(11 |
) |
Diluted FFO adjustments allocable to share-based compensation awards |
|
28 |
|
|
|
6 |
|
|
|
109 |
|
|
|
32 |
|
Diluted FFO available to common share and common unit holders (“Diluted FFO”) |
|
68,696 |
|
|
|
24,344 |
|
|
|
268,186 |
|
|
|
159,563 |
|
Loss on early extinguishment of debt |
|
267 |
|
|
|
41,073 |
|
|
|
609 |
|
|
|
100,626 |
|
Gain on early extinguishment of debt on unconsolidated real estate JVs |
|
(168 |
) |
|
|
— |
|
|
|
(168 |
) |
|
|
— |
|
Loss on interest rate derivatives included in interest expense |
|
— |
|
|
|
221 |
|
|
|
— |
|
|
|
221 |
|
Demolition costs on redevelopment and nonrecurring improvements |
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
423 |
|
Executive transition costs |
|
— |
|
|
|
— |
|
|
|
343 |
|
|
|
— |
|
Diluted FFO comparability adjustments allocable to share-based compensation awards |
|
(1 |
) |
|
|
(172 |
) |
|
|
(5 |
) |
|
|
(507 |
) |
Diluted FFO available to common share and common unit holders, as adjusted for comparability |
|
68,794 |
|
|
|
65,458 |
|
|
|
268,965 |
|
|
|
260,326 |
|
Straight line rent adjustments and lease incentive amortization |
|
(3,043 |
) |
|
|
(3,835 |
) |
|
|
(8,825 |
) |
|
|
(10,286 |
) |
Amortization of intangibles and other assets included in net operating income (“NOI”) |
|
15 |
|
|
|
40 |
|
|
|
(258 |
) |
|
|
162 |
|
Share-based compensation, net of amounts capitalized |
|
2,247 |
|
|
|
2,018 |
|
|
|
8,700 |
|
|
|
7,979 |
|
Amortization of deferred financing costs |
|
619 |
|
|
|
640 |
|
|
|
2,297 |
|
|
|
2,980 |
|
Amortization of net debt discounts, net of amounts capitalized |
|
615 |
|
|
|
615 |
|
|
|
2,440 |
|
|
|
2,244 |
|
Replacement capital expenditures |
|
(43,283 |
) |
|
|
(32,317 |
) |
|
|
(95,886 |
) |
|
|
(70,973 |
) |
Other |
|
158 |
|
|
|
204 |
|
|
|
980 |
|
|
|
824 |
|
Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”) |
$ |
26,122 |
|
|
$ |
32,823 |
|
|
$ |
178,413 |
|
|
$ |
193,256 |
|
Diluted FFO per share |
$ |
0.60 |
|
|
$ |
0.21 |
|
|
$ |
2.35 |
|
|
$ |
1.40 |
|
Diluted FFO per share, as adjusted for comparability |
$ |
0.60 |
|
|
$ |
0.58 |
|
|
$ |
2.36 |
|
|
$ |
2.29 |
|
Dividends/distributions per common share/unit |
$ |
0.275 |
|
|
$ |
0.275 |
|
|
$ |
1.10 |
|
|
$ |
1.10 |
|
Corporate Office Properties Trust |
|||||||
Summary Financial Data |
|||||||
(unaudited) |
|||||||
(Dollars and shares in thousands, except per share data) |
|||||||
|
December 31,
|
|
December 31,
|
||||
Balance Sheet Data |
|
|
|
||||
Properties, net of accumulated depreciation |
$ |
3,556,398 |
|
|
$ |
3,532,944 |
|
Total assets |
$ |
4,257,275 |
|
|
$ |
4,262,452 |
|
Debt per balance sheet |
$ |
2,231,794 |
|
|
$ |
2,272,304 |
|
Total liabilities |
$ |
2,509,527 |
|
|
$ |
2,578,479 |
|
Redeemable noncontrolling interests |
$ |
26,293 |
|
|
$ |
26,898 |
|
Total equity |
$ |
1,721,455 |
|
|
$ |
1,657,075 |
|
Debt to assets |
|
52.4 |
% |
|
|
53.3 |
% |
Net debt to adjusted book |
|
39.8 |
% |
|
|
40.5 |
% |
|
|
|
|
||||
Core Portfolio Data (as of period end) |
|
|
|
||||
Number of operating properties |
|
192 |
|
|
|
184 |
|
Total operational square feet (in thousands) |
|
22,849 |
|
|
|
21,553 |
|
% Occupied |
|
92.8 |
% |
|
|
92.6 |
% |
% Leased |
|
95.3 |
% |
|
|
94.4 |
% |
|
For the Three Months
|
|
For the Years Ended
|
||||
2022 |
|
2021 |
|
2022 |
|
2021 |
|
GAAP |
|
|
|
|
|
|
|
Payout ratio: |
|
|
|
|
|
|
|
Net income |
60.3% |
|
209.1% |
|
70.2% |
|
153.4% |
Debt ratios: |
|
|
|
|
|
|
|
Net income to interest expense ratio |
3.1x |
|
0.9x |
|
2.9x |
|
1.2x |
Debt to net income ratio |
10.7x |
|
38.0x |
|
N/A |
|
N/A |
Non-GAAP |
|
|
|
|
|
|
|
Payout ratios: |
|
|
|
|
|
|
|
Diluted FFO |
45.5% |
|
128.0% |
|
46.6% |
|
78.1% |
Diluted FFO, as adjusted for comparability |
45.4% |
|
47.6% |
|
46.5% |
|
47.9% |
Diluted AFFO |
119.7% |
|
95.0% |
|
70.1% |
|
64.5% |
Debt ratios: |
|
|
|
|
|
|
|
Adjusted EBITDA fixed charge coverage ratio |
4.7x |
|
4.9x |
|
5.1x |
|
4.7x |
Net debt to in-place adjusted EBITDA ratio |
6.3x |
|
6.7x |
|
N/A |
|
N/A |
Pro forma net debt to in-place adjusted EBITDA ratio (1) |
6.0x |
|
6.3x |
|
N/A |
|
N/A |
Net debt adj. for fully-leased development to in-place adj. EBITDA ratio |
6.1x |
|
6.2x |
|
N/A |
|
N/A |
Pro forma net debt adj. for fully-leased development to in-place adj. EDITDA ratio (1) |
5.7x |
|
5.8x |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
Reconciliation of denominators for per share measures |
|
|
|
|
|
|
|
Denominator for diluted EPS |
112,633 |
|
112,500 |
|
112,620 |
|
112,418 |
Weighted average common units |
1,476 |
|
1,259 |
|
1,454 |
|
1,257 |
Denominator for diluted FFO per share and as adjusted for comparability |
114,109 |
|
113,759 |
|
114,074 |
|
113,675 |
(1) |
Includes adjustments associated with the following transactions: 12/31/22 includes the sale on 1/10/23 of a 90% interest in three data center shell properties; and 12/31/21 includes the sale on 1/25/22 of its wholesale data center. |
Corporate Office Properties Trust |
|||||||||||||||
Summary Financial Data |
|||||||||||||||
(unaudited) |
|||||||||||||||
(in thousands) |
|||||||||||||||
|
For the Three Months
|
|
For the Years Ended
|
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Numerators for Payout Ratios |
|
|
|
|
|
|
|
||||||||
GAAP: |
|
|
|
|
|
|
|
||||||||
Common share dividends - unrestricted shares and deferred shares |
$ |
30,844 |
|
|
$ |
30,814 |
|
|
$ |
123,367 |
|
|
$ |
123,243 |
|
Common share dividends - restricted shares and deferred shares |
|
70 |
|
|
|
80 |
|
|
|
307 |
|
|
|
324 |
|
Common unit distributions - unrestricted units |
|
406 |
|
|
|
346 |
|
|
|
1,623 |
|
|
|
1,387 |
|
Common unit distributions - restricted units |
|
64 |
|
|
|
53 |
|
|
|
260 |
|
|
|
208 |
|
Total dividends and distributions for GAAP payout ratio |
$ |
31,384 |
|
|
$ |
31,293 |
|
|
$ |
125,557 |
|
|
$ |
125,162 |
|
Non-GAAP: |
|
|
|
|
|
|
|
||||||||
Common share dividends - unrestricted shares and deferred shares |
$ |
30,844 |
|
|
$ |
30,814 |
|
|
$ |
123,367 |
|
|
$ |
123,243 |
|
Common unit distributions - unrestricted units |
|
406 |
|
|
|
346 |
|
|
|
1,623 |
|
|
|
1,387 |
|
Common unit distributions - dilutive restricted units |
|
13 |
|
|
|
7 |
|
|
|
51 |
|
|
|
25 |
|
Dividends and distributions for non-GAAP payout ratios |
$ |
31,263 |
|
|
$ |
31,167 |
|
|
$ |
125,041 |
|
|
$ |
124,655 |
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net income to earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”), adjusted EBITDA, in-place adjusted EBITDA and pro forma in-place adjusted EBITDA |
|
|
|
|
|
|
|
||||||||
Net income |
$ |
52,087 |
|
|
$ |
14,965 |
|
|
$ |
178,822 |
|
|
$ |
81,578 |
|
Interest expense |
|
16,819 |
|
|
|
16,217 |
|
|
|
61,174 |
|
|
|
65,398 |
|
Income tax expense |
|
223 |
|
|
|
42 |
|
|
|
447 |
|
|
|
145 |
|
Real estate-related depreciation and amortization from continuing and discontinued operations |
|
36,907 |
|
|
|
36,346 |
|
|
|
141,230 |
|
|
|
147,833 |
|
Other depreciation and amortization |
|
602 |
|
|
|
622 |
|
|
|
2,363 |
|
|
|
2,811 |
|
Gain on sales of real estate from continuing and discontinued operations |
|
(19,238 |
) |
|
|
(25,879 |
) |
|
|
(47,814 |
) |
|
|
(65,590 |
) |
Adjustments from unconsolidated real estate JVs |
|
1,033 |
|
|
|
763 |
|
|
|
3,313 |
|
|
|
2,930 |
|
EBITDAre |
|
88,433 |
|
|
|
43,076 |
|
|
|
339,535 |
|
|
|
235,105 |
|
Loss on early extinguishment of debt |
|
267 |
|
|
|
41,073 |
|
|
|
609 |
|
|
|
100,626 |
|
Gain on early extinguishment of debt on unconsolidated real estate JVs |
|
(168 |
) |
|
|
— |
|
|
|
(168 |
) |
|
|
— |
|
Net gain on other investments |
|
(595 |
) |
|
|
— |
|
|
|
(1,159 |
) |
|
|
(63 |
) |
Credit loss (recoveries) expense |
|
(1,331 |
) |
|
|
(88 |
) |
|
|
271 |
|
|
|
(1,128 |
) |
Business development expenses |
|
794 |
|
|
|
628 |
|
|
|
1,891 |
|
|
|
2,233 |
|
Demolition costs on redevelopment and nonrecurring improvements |
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
423 |
|
Executive transition costs |
|
387 |
|
|
|
— |
|
|
|
730 |
|
|
|
— |
|
Adjusted EBITDA |
|
87,787 |
|
|
|
84,681 |
|
|
$ |
341,709 |
|
|
$ |
337,196 |
|
Pro forma NOI adjustment for property changes within period |
|
2,704 |
|
|
|
— |
|
|
|
|
|
||||
Other |
|
— |
|
|
|
1,578 |
|
|
|
|
|
||||
In-place adjusted EBITDA |
|
90,491 |
|
|
|
86,259 |
|
|
|
|
|
||||
Pro forma NOI adjustment from subsequent event transactions |
|
(2,903 |
) |
|
|
(3,074 |
) |
|
|
|
|
||||
Pro forma in-place adjusted EBITDA |
$ |
87,588 |
|
|
$ |
83,185 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures |
|
|
|
|
|
|
|
||||||||
Tenant improvements and incentives |
$ |
33,439 |
|
|
$ |
19,724 |
|
|
$ |
62,952 |
|
|
$ |
43,820 |
|
Building improvements |
|
8,468 |
|
|
|
17,778 |
|
|
|
29,528 |
|
|
|
35,970 |
|
Leasing costs |
|
4,389 |
|
|
|
5,863 |
|
|
|
11,480 |
|
|
|
12,736 |
|
Net (exclusions from) additions to tenant improvements and incentives |
|
(75 |
) |
|
|
(5,093 |
) |
|
|
2,150 |
|
|
|
(4,704 |
) |
Excluded building improvements and leasing costs |
|
(2,938 |
) |
|
|
(5,955 |
) |
|
|
(10,224 |
) |
|
|
(16,849 |
) |
Replacement capital expenditures |
$ |
43,283 |
|
|
$ |
32,317 |
|
|
$ |
95,886 |
|
|
$ |
70,973 |
Corporate Office Properties Trust |
|||||||||||||||
Summary Financial Data |
|||||||||||||||
(unaudited) |
|||||||||||||||
(in thousands) |
|||||||||||||||
|
For the Three Months
|
|
For the Years Ended
|
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Reconciliation of interest expense to the denominator for fixed charge coverage-Adjusted EBITDA |
|
|
|
|
|
|
|
||||||||
Interest expense |
$ |
16,819 |
|
|
$ |
16,217 |
|
|
$ |
61,174 |
|
|
$ |
65,398 |
|
Less: Amortization of deferred financing costs |
|
(619 |
) |
|
|
(640 |
) |
|
|
(2,297 |
) |
|
|
(2,980 |
) |
Less: Amortization of net debt discounts, net of amounts capitalized |
|
(615 |
) |
|
|
(615 |
) |
|
|
(2,440 |
) |
|
|
(2,244 |
) |
Less: Loss on interest rate derivatives included in interest expense |
|
— |
|
|
|
(221 |
) |
|
|
— |
|
|
|
(221 |
) |
COPT’s share of interest expense of unconsolidated real estate JVs, excluding amortizations of deferred financing costs and net debt premium and loss on interest rate derivatives |
|
423 |
|
|
|
237 |
|
|
|
1,123 |
|
|
|
943 |
|
Scheduled principal amortization |
|
864 |
|
|
|
950 |
|
|
|
3,333 |
|
|
|
3,860 |
|
Capitalized interest |
|
1,835 |
|
|
|
1,192 |
|
|
|
6,709 |
|
|
|
6,467 |
|
Denominator for fixed charge coverage-Adjusted EBITDA |
$ |
18,707 |
|
|
$ |
17,120 |
|
|
$ |
67,602 |
|
|
$ |
71,223 |
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of net income to NOI from real estate operations, same properties NOI from real estate operations and same properties cash NOI from real estate operations |
|
|
|
|
|
|
|
||||||||
Net income |
$ |
52,087 |
|
|
$ |
14,965 |
|
|
$ |
178,822 |
|
|
$ |
81,578 |
|
Construction contract and other service revenues |
|
(24,062 |
) |
|
|
(43,284 |
) |
|
|
(154,632 |
) |
|
|
(107,876 |
) |
Depreciation and other amortization associated with real estate operations |
|
36,907 |
|
|
|
34,504 |
|
|
|
141,230 |
|
|
|
137,543 |
|
Construction contract and other service expenses |
|
23,454 |
|
|
|
42,089 |
|
|
|
149,963 |
|
|
|
104,053 |
|
General and administrative expenses |
|
7,766 |
|
|
|
6,589 |
|
|
|
27,461 |
|
|
|
27,213 |
|
Leasing expenses |
|
2,235 |
|
|
|
2,568 |
|
|
|
8,337 |
|
|
|
8,914 |
|
Business development expenses and land carry costs |
|
1,157 |
|
|
|
1,088 |
|
|
|
3,193 |
|
|
|
4,647 |
|
Interest expense |
|
16,819 |
|
|
|
16,217 |
|
|
|
61,174 |
|
|
|
65,398 |
|
Interest and other income |
|
(3,340 |
) |
|
|
(1,968 |
) |
|
|
(9,341 |
) |
|
|
(7,879 |
) |
Credit loss (recoveries) expense |
|
(1,331 |
) |
|
|
(88 |
) |
|
|
271 |
|
|
|
(1,128 |
) |
Gain on sales of real estate from continuing operations |
|
(19,238 |
) |
|
|
(25,879 |
) |
|
|
(19,250 |
) |
|
|
(65,590 |
) |
Loss on early extinguishment of debt |
|
267 |
|
|
|
41,073 |
|
|
|
609 |
|
|
|
100,626 |
|
Equity in income of unconsolidated entities |
|
(229 |
) |
|
|
(314 |
) |
|
|
(1,743 |
) |
|
|
(1,093 |
) |
Unconsolidated real estate JVs NOI allocable to COPT included in equity in income of unconsolidated entities |
|
1,095 |
|
|
|
1,079 |
|
|
|
4,327 |
|
|
|
4,029 |
|
Income tax expense |
|
223 |
|
|
|
42 |
|
|
|
447 |
|
|
|
145 |
|
Discontinued operations |
|
— |
|
|
|
(1,413 |
) |
|
|
(29,573 |
) |
|
|
(3,358 |
) |
Revenues from real estate operations from discontinued operations |
|
— |
|
|
|
8,235 |
|
|
|
1,980 |
|
|
|
30,490 |
|
Property operating expenses from discontinued operations |
|
— |
|
|
|
(4,980 |
) |
|
|
(971 |
) |
|
|
(16,842 |
) |
NOI from real estate operations |
|
93,810 |
|
|
|
90,523 |
|
|
|
362,304 |
|
|
|
360,870 |
|
Non-Same Properties NOI from real estate operations |
|
(11,845 |
) |
|
|
(9,475 |
) |
|
|
(38,298 |
) |
|
|
(31,598 |
) |
Same Properties NOI from real estate operations |
|
81,965 |
|
|
|
81,048 |
|
|
|
324,006 |
|
|
|
329,272 |
|
Straight line rent adjustments and lease incentive amortization |
|
2,556 |
|
|
|
2,715 |
|
|
|
8,602 |
|
|
|
3,854 |
|
Amortization of acquired above- and below-market rents |
|
(131 |
) |
|
|
(100 |
) |
|
|
(844 |
) |
|
|
(396 |
) |
Lease termination fees, net |
|
(1,026 |
) |
|
|
893 |
|
|
|
(2,237 |
) |
|
|
(2,416 |
) |
Tenant funded landlord assets and lease incentives |
|
(895 |
) |
|
|
(1,649 |
) |
|
|
(5,596 |
) |
|
|
(3,469 |
) |
Cash NOI adjustments in unconsolidated real estate JVs |
|
(68 |
) |
|
|
(87 |
) |
|
|
(301 |
) |
|
|
(375 |
) |
Same Properties Cash NOI from real estate operations |
$ |
82,401 |
|
|
$ |
82,820 |
|
|
$ |
323,630 |
|
|
$ |
326,470 |
|
Corporate Office Properties Trust |
||||||||
Summary Financial Data |
||||||||
(unaudited) |
||||||||
(in thousands) |
||||||||
|
|
December 31,
|
|
December 31,
|
||||
Reconciliation of total assets to adjusted book |
|
|
|
|
||||
Total assets |
|
$ |
4,257,275 |
|
|
$ |
4,262,452 |
|
Accumulated depreciation |
|
|
1,267,434 |
|
|
|
1,152,523 |
|
Accumulated depreciation included in assets held for sale |
|
|
6,014 |
|
|
|
82,385 |
|
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs |
|
|
222,779 |
|
|
|
215,925 |
|
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs included in assets held for sale |
|
|
— |
|
|
|
4,547 |
|
COPT’s share of liabilities of unconsolidated real estate JVs |
|
|
52,404 |
|
|
|
27,312 |
|
COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs |
|
|
6,078 |
|
|
|
3,744 |
|
Less: Property - operating lease liabilities |
|
|
(28,759 |
) |
|
|
(29,342 |
) |
Less: Cash and cash equivalents |
|
|
(12,337 |
) |
|
|
(13,262 |
) |
Less: COPT’s share of cash of unconsolidated real estate JVs |
|
|
(456 |
) |
|
|
(434 |
) |
Adjusted book |
|
$ |
5,770,432 |
|
|
$ |
5,705,850 |
|
|
|
December 31,
|
|
December 31,
|
||||
Reconciliation of debt to net debt, net debt adjusted for fully-leased development and pro forma net debt adjusted for fully-leased development |
|
|
|
|
||||
Debt per balance sheet |
|
$ |
2,231,794 |
|
|
$ |
2,272,304 |
|
Net discounts and deferred financing costs |
|
|
23,160 |
|
|
|
25,982 |
|
COPT’s share of unconsolidated JV gross debt |
|
|
52,100 |
|
|
|
26,250 |
|
Gross debt |
|
$ |
2,307,054 |
|
|
$ |
2,324,536 |
|
Less: Cash and cash equivalents |
|
|
(12,337 |
) |
|
|
(13,262 |
) |
Less: COPT’s share of cash of unconsolidated real estate JVs |
|
|
(456 |
) |
|
|
(434 |
) |
Net debt |
|
$ |
2,294,261 |
|
|
$ |
2,310,840 |
|
Costs incurred on fully-leased development properties |
|
|
(95,972 |
) |
|
|
(162,884 |
) |
Net debt adjusted for fully-leased development |
|
$ |
2,198,289 |
|
|
$ |
2,147,956 |
|
|
|
|
|
|
||||
Net debt |
|
$ |
2,294,261 |
|
|
$ |
2,310,840 |
|
Pro forma debt adjustments from subsequent event transaction proceeds |
|
|
(189,000 |
) |
|
|
(216,000 |
) |
Pro forma net debt |
|
$ |
2,105,261 |
|
|
$ |
2,094,840 |
|
Costs incurred on fully-leased development properties |
|
|
(95,972 |
) |
|
|
(162,884 |
) |
Pro forma net debt adjusted for fully-leased development |
|
$ |
2,009,289 |
|
|
$ |
1,931,956 |
|