Corporate Office Properties Trust: March 2011
Corporate Office Properties Trust: March 2011
2
Disclosure
3
Overview
The US Government,
5
Overview
6
Overview
For the 10 years ended December 31, 2010, OFC delivered a cumulative
total return of 456%, ranking #1 among office REITs and #14 among all
equity REITs.
500%
456% COPT
400%
RMS
300%
S&P
200% Do w Jo ne s
174%
100%
15%
0% 11%
1 year 3 years 5 years 10 years
-100%
Data for the periods ended December 31, 2010, compiled by NAREIT and SNL Financial.
8
Overview
$2.00
$1.00
$0.00
98
99
00
01
02
03
04
05
06
07
08
09
10
19
19
20
20
20
20
20
20
20
20
20
20
20
* Excluding operating property acquisition costs, gain on early extinguishment of debt and issuance costs associated with redeemed
preferred shares. The years 1998 through 2003 do not include the effect of accounting standards adopted January 1, 2009 retrospective to
prior periods.
† In October 1997, the Shidler Group contributed office properties to Royale Investments, a midwest shopping center company. In March
1998, the Company reformed as a REIT and changed its name to Corporate Office Properties Trust.
9
Overview
10
Overview
2. Strategic locations of
office parks to serve core
tenants
4. Development capacity
and capability
11
Customers
08
09
10
al
Go
20
20
20
by year end 2012.
12
20
13
Customers
14
Customers
6 General Dynamics Corp. 23 DynCorp International, LLC 40 QinetiQ North America, Inc.
15
Customers
1. This list represents our top twenty tenants as of December 31, 2010, exclusive of owner occupied leases, based on annualized revenue
for wholly owned office properties only.
2. Includes affiliated organizations or agencies of tenants, where applicable.
3. The weighting of the lease term was computed using Annualized Rental Revenue.
16
16
Defense/IT Niche
COPT derives 59% of its annualized rental revenue from super core
tenants
18
Defense/IT Niche
$600
$400 $30.00
$300
$20.00
$200
$10.00
$100
$0 $0.00
2002 2003 2004 2005 2006 2007 2008 2009 2010
*Source: SNL Financial and Office of Management and Budget (Obama Administration Projections) and Stifel Nicolaus estimates
19
Defense/IT Niche
COPT’s stock price has stagnated since May 2009 when talk of
Defense cuts began
Defense Spending
The Pentagon’s total budget $750 $693
$667 5%
$658
doubled from the 9/11 $700
$650
$601
11%
-1%
$75
14% $75 $50
$145 $163 $159
terrorist attacks until 2009. $600 $527 $187
$50
$550 11%
$169
$500 $586 $598
$116 $571
$450 $76 $553 2%
$91 $549 3% 3%
$72
Base spending levels are not $400
$350
$17 3%
1%
FY13-FY15
$328
increase modestly. $150 4%
6% 3%
$100 11% 3%
10%
$50
$-$0
FY11E
FY12E
FY13E
FY14E
FY15E
FY02
FY03
FY04
FY05
FY06
FY07
FY08
FY09
Supplemental spending for
FY10A
war efforts are expected to Co re B udget Supplem entals (A ppro ved, Requested o r B udgeted) Stifel Supplem entals Estim ate
Source: Office of Management and Budget (Obama Administration Projections) and Stifel Nicolaus estimates
20
Defense/IT Niche
21
Defense/IT Niche
• Program contractors are not likely to face cuts and may see
increased funding
22
Defense/IT Niche
1. QDR = Quadrennial Defense Review, the report that sets the nation’s near-term defense strategy.
2. Armed forces installations that suport these missions. COPT owns projects proximate to these and other installations.
23
Defense/IT Niche
24
Defense/IT Niche
25
Defense/IT Niche
26
Data Centers
28
Data Centers
Wholesale data centers, like Power Loft, are a natural extension of the
dedicated data centers that COPT has developed over the years for
core tenants.
29
Data Centers
30
Core Markets
MARYLAND
194 buildings/13.5 Million SF
Connected to Fort Meade -
The National Business Park
Near Fort Meade – Arundel Preserve
At the Contractor Gate of Aberdeen Proving Ground -
HUNTSVILLE, AL*
North Gate Business Park
468 ac./4.6 million SF development potential
Adjacent to BWI Airport & US Government Facility -
Airport Square Adjacent to the Main Gate of Redstone Arsenal -
Redstone Gateway
Adjacent to PAX River Naval Air Station -
Expedition & Exploration Office Parks SAN ANTONIO, TX
8 buildings/915,000 SF COLORADO SPRINGS, CO
Near Fort Detrick - Frederick Research Park 14 buildings/1.0 Million SF
Near Lackland Air Force Base –
WASHINGTON D.C. Adjacent to Peterson Air Force Base -
Sentry Gateway
2 operating properties/362,000 SF Patriot Park
Near US Government Facility
Adjacent to Washington Navy Yard - Maritime Plaza
* Consolidated JV property
32
Core Markets
Asking rents in
the Greater
Washington/
Baltimore region
were $25.83, or
11% above the
US average**
* Please see Greater Washington/Baltimore region in ‘Definitions’ at the back of this presentation.
** Data excludes St. Mary’s & King George Counties, which CBRE doesn’t track due to their small size.
33
Core Markets
2. Northern Virginia
a. Data as of December 31, 2010 for all office classes, compiled by CBRE, Newmark Knight Frank, Turner Commercial and Company data. Suburban
Maryland contains the submarkets of Gaithersburg, North Rockville, North Silver Spring, and Frederick. The Suburban Baltimore region contains the
submarkets of Hunt Valley, Timonium/Towson, West, & East. CBRE does not provide data on Washington DC-Capitol Riverfront and St. Mary’s & King
George Counties.
b. Vacancy with sublease
34
34
Core Markets
8%
6%
4%
2%
0%
0 5 0 6 0 7 0 8 0 9 1 0
2 0 2 0 2 0 2 0 2 0 2 0
* Data compiled by Bureau of Labor Statistics, MD and VA state websites, and COPT.
35
Balance Sheet Flexibility
97
98
99
00
01
02
03
04
05
06
07
08
09
10
19
19
19
20
20
20
20
20
20
20
20
20
20
20
• 9.4% compounded annual
increase in our dividend since Gross Proceeds from Common Stock Offerings
$300
our IPO
• 222% increase since our IPO* $250
$200
$150
Avoided having to “re-IPO”
during the Great Recession with $100
a dilutive equity offering $50
$0
98 99 00 01 02 03 04 05 06 07 08 09 10
19 19 20 20 20 20 20 20 20 20 20 20 20
* In October 1997, the Shidler Group contributed office properties to Royale Investments, a midwest shopping center
company. In March 1998, the Company reformed as a REIT and changed its name to Corporate Office Properties Trust.
37
Balance Sheet Flexibility
70%
60% 57%
50%
46%
40%
30%
20% Debt to undepreciated book assets
■ Debt to total market capitalization
10% ▲ Debt/Gross Assets*
0%
0 6 0 7 0 8 0 9 1 0
2 0 2 0 2 0 2 0 2 0
38
Balance Sheet Flexibility
10%
8%
6%
4%
Debt/EBITDA
■ Adjusted Debt/EBITDA
2%
0%
0 6 0 7 0 8 0 9 1 0
2 0 2 0 2 0 2 0 2 0
39
Balance Sheet Flexibility
3.5
3.3
3.1
2.9
2.7
2.5
2.3
2.1
1.9
1.7
1.5
0 6 0 7 0 8 0 9 1 0
2 0 2 0 2 0 2 0 2 0
40
40
Balance Sheet Flexibility
$700
$591.4
$600
$500
$413.7
$396.5
$400
$300
$210.2
$200
$146.0
$100
$0
2011a 2012 b 2013 2014 2015
a. Maturities in 2011 include: $295.0 million on COPT’s $800 million Revolver which can be extended into 2012.
b. Maturities in 2012 include: $142.3 million under COPT’s $225 million Construction Revolver that was extended to 2012 in January 2011.
41
Development
43
43
Development
44
44
Development
We currently list the following as our office parks with the highest
growth potential:
45
45
Development
46
46
C4ISR – Aberdeen Proving Grounds
48
North Gate – Preliminary Site Plan
206
Un Rese
d
Con er arch B
stru lv d
ctio .
n
49
49
Development
50
50
Patriot Ridge
51
Patriot Ridge
52
National Geospatial Intelligence Agency
53
Development
54
54
Redstone Arsenal
55
55
Redstone Arsenal
56
56
Redstone Arsenal
U.S. Army Aviation and Missile U.S. Space & Missile Defense U.S. Army Security Assistance Missile Defense Agency
Command (AMCOM) Command (SMDC) Command (USASAC) (MDA)
Redstone Test Center U.S. Army Garrison Redstone Logistics Support Activity (LOGSA)
(RTC) Arsenal (USAG)
57
Redstone Gateway
City of Huntsville
58
Redstone Gateway
Phase I Square Footage # of Buildings
Office 1,843,000 13
Secured Office 518,000 2
Education 113,000 3
Retail/Restaurant 164,000 13
Hotel 300 Rooms 2
TOTALS 5,349,000 55
Building 1
Under Development
North
Unless otherwise noted, renderings shown are representative buildings that COPT has developed in other locations and don’t necessarily
reflect the architectural style of this project.
59
Development
60
60
COPT in San Antonio
RANDOLPH AFB
LACKLAND AFB
BROOKS AFB
61
Sentry Gateway
100 Sentry Gateway
200
100
62
62
Development
63
63
The National Business Park
64
NBP North – Master Plan
Under Construction:
410 NBP (110,000 SF)
430 NBP (110,000 SF)
420 NBP
P
410 NB
P
430 NB
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March 2011
Thank You
Appendices
III. Reconciliations
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II. Definitions & Glossary
Acquisition costs – transaction costs expensed in connection with executed or anticipated acquisitions of
operating properties.
Adjusted Debt/EBITDA – debt adjusted to subtract construction in progress as of period end divided by
EBITDA for the three month period, multiplied by four.
BRAC – Base Realignment and Closure Commission of the United States Congress. The Congress established the
2005 BRAC Commission to ensure the integrity of the base closure and realignment process. The Commission
provided an objective, non-partisan, and independent review and analysis of the list of military installation
recommendations issued by the Department of Defense (DoD) on May 13, 2005. The Commission's mission is to
assess whether the DoD recommendations substantially deviated from the Congressional criteria used to
evaluate each military base. While giving priority to the criteria of military value, the Commission will also take
into account the human impact of the base closures and will consider the possible economic, environmental, and
other effects on the surrounding communities.
Cloud computing infrastructure – per Wikipedia, Cloud computing is computation, software, data access, and
storage services that do not require end-user knowledge of the physical location and configuration of the system
that delivers the services. Parallels to this concept can be drawn with the electricity grid where end-users
consume power resources without any necessary understanding of the component devices in the grid required to
provide the service.
Debt/EBITDA – debt divided by EBITDA for the three month period, multiplied by four.
Development profit or yield – calculated as cash NOI divided by the estimated total investment, before the
impact of cumulative real estate impairment losses.
EBITDA – net income adjusted for the effects of interest expense, depreciation and amortization and income
taxes.
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II. Definitions & Glossary
Fixed charges – sum of (1) interest expense on continuing and discontinued operations (excluding amortization
of deferred financing costs and amortization of the discount on Exchangeable Senior Notes, net of amounts
capitalized), (2) dividends on preferred shares and (3) distributions on preferred units in the Operating
Partnership not owned by us.
Funds from Operation (“FFO”) – defined as net income computed using GAAP, excluding gains on sales of
previously depreciated operating properties, plus real estate-related depreciation and amortization.
Basic FFO available to common share and common unit holders – FFO adjusted to subtract (1) preferred share
dividends, (2) FFO attributable to noncontrolling interests through ownership of preferred units in the Operating
Partnership or interests in other consolidated entities not owned by us, (3) Basic FFO allocable to restricted shares
and (4) issuance costs associated with redeemed preferred shares.
Diluted FFO available to common share and common unit holders – basic FFO adjusted to add back any
changes in Basic FFO that would result from the assumed conversion of securities that are convertible or
exchangeable into common shares.
FFO per share – (1) diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a
period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential
additional common shares that would have been outstanding during a period if other securities that are convertible or
exchangeable into common shares were converted or exchanged and that conversion or exchange would have been dilutive.
Greater Washington/Baltimore Region – includes counties that comprise the Baltimore/Washington Corridor,
Northern Virginia, Greater Baltimore, Suburban Maryland, St. Mary’s & King George Counties, and the
Washington, DC-Capitol Riverfront. As of December 31, 2010, 219 of COPT’s wholly-owned properties, were
located within this defined region. Please refer to page 26 of COPT’s Supplemental Information package dated
December 31, 2010 for additional detail.
Gross Asset Value – when used to calculate COPT's Debt/Gross asset ratio, is calculated as follows: multiply the
most recent quarter's cash NOI by four, then divide by a cap rate (currently 7.0%); plus the cost of properties
acquired in the current quarter and prior two quarters; plus the GAAP book value of assets under construction,
development, and land (with certain limitations); less any JV partners' interests provided that non-controlling
interests do not exceed 15% of the total value. Note, in 2005 and 2006, COPT employed an 8.5% cap rate rather
than the current 7.0% cap rate.
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II. Definitions & Glossary
GSA – United States General Services Administration. In July 1949, President Harry Truman established the GSA
to streamline the administrative work of the federal government. The GSA’s acquisition solutions supplies
federal purchasers with cost-effective high-quality products and services from commercial vendors. GSA
provides workplaces for federal employees, and oversees the preservation of historic federal properties. Its
policies covering travel, property and management practices promote efficient government operations.
Market capitalization – sum of (1) carrying value of debt on our consolidated balance sheet, (2) liquidation value
of preferred shares and preferred units in our operating partnership and (3) the product of the closing price of
our common shares on the NYSE and the sum of (a) common shares outstanding and (b) common units
outstanding.
Net operating income (NOI) – rental revenues, including tenant recoveries, less property operating expenses.
Portfolio – as of December 31, 2010, COPT’s portfolio of class-A office buildings consisted of the following:
Wholly-Owned Consolidated JV Consolidated Unconsolidated JV Total
Portfolio Portfolio* Portfolio*
Operating properties
# Properties 252 4 256 16 272
Square feet 19,990,288 441,797 20,432,085 670,999 21,103,084
% Leased 89.5% 62.7% 88.9% 74.3% 88.5%
Under Construction
# Properties 10 -- 10 -- 10
Square feet 1,040,748 -- 1,040,748 -- 1,040,748
% Leased 32.0% -- 32.0% -- 32.0%
Under Redevelopment
# Properties 4 -- 4 -- 4
Square feet 873,293 -- 873,293 -- 873,293
% Leased 18.8% -- 18.8% -- 18.8%
Under Development
# Properties 7 2 9 -- 9
Square feet 1,091,360 235,000 1,326.360 -- 1,326,360
% Leased 0% 0% 0% -- 0%
Total
# Properties 273 6 279 16 295
Square feet 22,995,689 676,797 23,672,486 670,999 24,343,485
% Leased 80.0% 40.9% 78.8% 74.3% 78.7%
*Number of properties and square feet are not pro rated for partner’s share. Instead they are presented as if COPT owned 100%
of the consolidated and unconsolidated joint venture properties.
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II. Definitions & Glossary
Under Development – Properties which work associated with one or more of the following tasks is underway on
a regular basis: pursuing entitlements, planning, design and engineering, bidding, permitting and
premarketing/preleasing. Typically, these projects, as categorized in the Company’s Supplemental Information
package, are targeted to begin construction in 12 months or less.
Undepreciated book value of real estate assets – total properties, net presented on our consolidated balance
sheet excluding the effect of accumulated depreciation incurred to date on such properties.
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III. Reconciliations
(Dollars and shares in thousands, except per share data) Years ended December 31,
1998* 1999* 2000* 2001* 2002* 2003* 2004 2005 2006 2007 2008 2009 2010
Numerator for diluted EPS $ 8,952 $ 14,788 $ 11,332 $ 13,573 $ 13,711 $ 7,650 $ 18,911 $ 24,416 $ 28,618 $ 15,616 $ 37,135 $ 39,217 $ 25,587
Add: Income allocable to noncontrolling interests-common units in the Operating Partnership - 3,449 6,322 6,592 5,800 6,712 5,659 5,889 7,097 3,203 6,519 4,495 2,116
Add: Real estate-related depreciation and amortization 6,238 11,987 16,887 20,558 30,832 36,681 51,371 62,850 78,631 106,260 102,772 109,386 123,243
Add: Depreciation and amortization on unconsolidated real estate entities - - - 144 165 295 106 182 910 666 648 640 631
Add: Numerator for diluted EPS allocable to restricted shares - - - - - - - - 449 517 728 1,010 1,071
Less: Depreciation and amortization allocable to noncontrolling interests in other consolidated entities - - - - - - (86) (114) (163) (188) (270) (493) (1,402)
Less: Basic and diluted FFO allocable to restricted shares - - - - - - (317) (311) (733) (876) (1,310) (1,629) (1,524)
Less: Gain on sales of previously depreciated operating properties, net of income taxes - (1,140) (107) (416) (268) (2,897) (95) (4,422) (17,644) (3,827) (2,630) - (1,077)
Add: Convertible preferred share dividends 327 1,353 677 - - 544 - - - - - - -
Add: Preferred unit distributions - 61 2,240 2,287 2,287 1,049 - - - - - - -
Add: Expense on dilutive share-based compensation - - - - 327 10 - - - - - - -
Add: Repurchase of preferred units in excess of recorded book value - - - - - 11,224 - - - - - - -
Add: Cumulative effect of accounting change - - - 263 - - - - - - - - -
Numerator for diluted FFO per share $ 15,517 $ 30,498 $ 37,351 $ 43,001 $ 52,854 $ 61,268 $ 75,549 $ 88,490 $ 97,165 $ 121,371 $ 143,592 $ 152,626 $ 148,645
Denominator for diluted EPS 19,237 22,574 19,213 21,623 24,547 28,021 34,982 38,997 43,031 47,518 48,820 56,407 59,944
Weighted average common units - 4,883 9,652 9,437 9,282 8,932 8,726 8,702 8,511 8,296 8,107 5,717 4,608
Assumed conversion of weighted average convertible preferred shares 449 1,845 918 - - 1,197 - - - - - - -
Assumed conversion of weighted average convertible preferred units - 70 2,371 2,421 2,421 1,101 - - - - - - -
Dilutive effect of share-based compensation awards - - - - 384 43 - - - - - - -
Denominator for diluted FFO per share 19,686 29,372 32,154 33,481 36,634 39,294 43,708 47,699 51,542 55,814 56,927 62,124 64,552
Diluted EPS $ 0.47 $ 0.66 $ 0.59 $ 0.63 $ 0.56 $ 0.27 $ 0.54 $ 0.63 $ 0.67 $ 0.33 $ 0.76 $ 0.70 $ 0.43
Diluted FFO per share $ 0.79 $ 1.04 $ 1.16 $ 1.28 $ 1.44 $ 1.56 $ 1.73 $ 1.86 $ 1.89 $ 2.17 $ 2.52 $ 2.46 $ 2.30
Diluted FFO per share as adjusted for operating property acquisition costs, gain on early extinguishment of debt and redemption of preferred shares
Diluted FFO $ 75,549 $ 97,165 $ 143,592 $ 152,626 $ 148,645
Gain on early extinguishment of debt - - (8,101) - -
Gain on early extinguishment of debt allocable to restricted shares - - 75 - -
Operating property acquisition costs - - - 1,967 3,424
Issuance costs associated with redeemed preferred shares 1,813 3,896 - - -
Diluted FFO as adjusted $ 77,362 $ 101,061 $ 135,566 $ 154,593 $ 152,069
Denominator for diluted FFO per share as adjusted 43,708 51,542 56,927 62,124 64,552
Diluted FFO per share as adjusted $ 1.77 $ 1.96 $ 2.38 $ 2.49 $ 2.36
* The years ended December 31, 1998 through 2003 do not include the effect of accounting standards adopted January 1, 2009 retrospective to prior periods.
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III. Reconciliations
(Dollars in thousands)
For the Years Ended December 31,
2010 2009 2008 2007 2006
Reconciliation of GAAP net income to earnings before interest, income taxes,
depreciation and amortization ("EBITDA")
Net income $ 45,504 $ 61,299 $ 61,316 $ 35,942 $ 55,988
Interest expense on continuing and discontinued operations 102,128 82,420 86,921 90,020 76,440
Total income tax expense 119 196 779 1,684 887
Depreciation and amortization 125,819 111,811 104,968 108,181 80,547
EBITDA $ 273,570 $ 255,726 $ 253,984 $ 235,827 $ 213,862
EBITDA fixed charge coverage ratio 2.54x 2.78x 2.63x 2.35x 2.41x
As of December 31,
2010 2009 2008 2007 2006
Total Debt $ 2,323,681 $ 2,053,841 $ 1,856,751 $ 1,809,610 $ 1,478,460
Liquidation value of preferred shares/units 225,133 225,133 225,133 225,133 198,550
Market value of common shares/units 2,493,134 2,322,672 1,832,729 1,749,290 2,591,988
Total Market Capitalization $ 5,041,948 $ 4,601,646 $ 3,914,613 $ 3,784,033 $ 4,268,998
Total Assets or Denominator for Debt to Total Assets $ 3,844,517 $ 3,380,022 $ 3,114,239 $ 2,932,364 $ 2,419,329
Accumulated depreciation 503,032 422,612 343,110 288,747 219,846
Intangible assets on real estate acquisitions, net 113,735 100,671 91,848 108,661 87,325
Assets other than assets included in properties, net (399,062) (350,122) (335,773) (327,528) (307,812)
Denominator for Debt to Undepreciated Book Value of Real Estate Assets $ 4,062,222 $ 3,553,183 $ 3,213,424 $ 3,002,244 $ 2,418,688
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