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COPT Reports Third Quarter 2019 Results

Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE:OFC) announced financial and operating results for the third quarter ended September 30, 2019.

Management Comments

Stephen E. Budorick, COPT’s President & Chief Executive Officer, commented, “Third quarter FFO per share met the high-end of our guidance, and the strengthening demand taking place throughout our Defense/IT locations continued to support record-levels of leasing, both for new developments and within our operating portfolio. Our 2.1 million square feet of development leasing through the third quarter is 68% greater than our prior full-year record set in 2012, and our 622,000 square feet of vacancy leasing this year is on-pace to set a new annual record.” He continued, “We expect to finish the year with strength, and for leasing momentum to carry into 2020.”

Financial Highlights

3rd Quarter Financial Results:

  • Diluted earnings per share (“EPS”) was $0.19 for the quarter ended September 30, 2019 as compared to $0.18 for the third quarter of 2018.
  • Diluted funds from operations per share (“FFOPS”), as calculated in accordance with Nareit’s definition and as adjusted for comparability, was $0.51 for the third quarter of 2019 as compared to $0.50 for third quarter 2018 results.

Operating Performance Highlights

Operating Portfolio Summary:

  • At September 30, 2019, the Company’s core portfolio of 167 operating office and data center shell properties was 92.8% occupied and 94.5% leased.
  • During the quarter, the Company placed portions of two developments aggregating 17,000 square feet into service that were 100% leased. During the nine months ended September 30, 2019, the Company placed 804,000 square feet into service in properties that were 100% leased.

Same-Property Performance:

  • At September 30, 2019, COPT’s same-property portfolio of 150 buildings was 91.9% occupied and 93.8% leased.
  • For the quarter and nine months ended September 30, 2019, the Company’s same-property cash NOI increased 0.5% and 3.2%, respectively, over the prior year’s comparable periods.

Leasing:

  • Total Square Feet Leased―For the quarter ended September 30, 2019, the Company leased 1.7 million total square feet, including 592,000 square feet of renewals, 251,000 square feet of new leases on vacant space, and 875,000 square feet in development projects.

    During the nine months ended September 30, 2019, the Company leased 4.2 million total square feet, including 1.5 million square feet of renewals, 622,000 square feet of new leases on vacant space, and 2.1 million square feet in development projects.
  • Renewal Rates―During the quarter and nine months ended September 30, 2019, the Company respectively renewed 71.9% and 75.4% of total expiring leases.
  • Cash Rent Spreads & Average Escalations on Renewing Leases―For the quarter and nine months ended September 30, 2019, cash rents on renewed space decreased 6.3% and 5.3%, respectively. For the same time periods, average annual escalations on renewing leases were 2.2% and 2.4%, respectively.
  • Lease Terms―In the third quarter, lease terms averaged 3.8 years on renewing leases, 5.8 years on new leasing of vacant space, and 13.6 years on development leasing. For the nine months, lease terms averaged 3.4 years on renewing leases, 6.0 years on new leasing of vacant space, and 12.7 years on development leasing.

Investment Activity Highlights

Development & Redevelopment Projects:

  • Construction Pipeline―At October 9, 2019, the Company’s construction pipeline consisted of 14 properties totaling 2.5 million square feet that were 82% leased. These projects have a total estimated cost of $715.4 million, of which $304.5 million has been incurred.
  • Redevelopment―At September 30, 2019, one project was under redevelopment totaling 106,000 square feet that was 80% leased. The Company has invested $22.4 million of the $25.9 million anticipated total cost.

Balance Sheet and Capital Transaction Highlights

  • As of September 30, 2019, the Company’s net debt plus preferred equity to adjusted book ratio was 37.5% and its net debt plus preferred equity to in-place adjusted EBITDA ratio was 6.1x. For the same period, the Company’s adjusted EBITDA fixed charge coverage ratio was 3.7x.
  • As of September 30, 2019, and including the effect of interest rate swaps, the Company’s weighted average effective interest rate was 4.1%; additionally, 86.4% of the Company’s debt was subject to fixed interest rates and the consolidated debt portfolio had a weighted average maturity of 3.8 years.
  • During the third quarter, the Company’s joint venture with Blackstone Real Estate Income Trust, Inc. (“BREIT”) placed $154 million of mortgage debt on its seven data center shells. The mortgage debt matures in July 2029, is interest-only for the term, and bears interest at 3.64%. COPT received its 10% share of the mortgage proceeds.

2019 Guidance
Management is updating its previously issued guidance range of $1.52―$1.56 for full year EPS to a new range of $1.53─$1.55. The Company is tightening its previously issued guidance range for full year FFOPS, as adjusted for comparability, of $2.01―$2.05, to a new range of $2.02―$2.04.

Management also is establishing EPS and FFOPS, as adjusted for comparability, guidance for the fourth quarter ending December 31, 2019 at ranges of $0.30―$0.32 and $0.49―$0.51, respectively. Reconciliations of projected diluted EPS to projected FFOPS are as follows:

Table 1: Reconciliation of EPS to FFOPS, per Nareit® andQuarter endingYear ending
As Adjusted for ComparabilityDecember 31, 2019December 31, 2019
LowHighLowHigh
 
EPS

$0.30

$0.32

$1.53

$1.55

Real estate depreciation and amortization

0.35

0.35

1.40

1.40

Gain on sales of real estate

(0.16

)

(0.16

)

(0.91

)

(0.91

)

FFOPS, Nareit definition and as adjusted for comparability

$0.49

$0.51

$2.02

$2.04

Updated Full-Year Guidance Assumptions—As a reminder, Management expects to complete the sale of two additional data center shells to the BREIT joint venture during 4Q19 to fund additional development. Management is updating the following assumptions for its full-year guidance:

  • Development Leasing Objective. Management is increasing its development leasing goal for the year, from the previously elevated target of 2.0 million square feet, to a new target of 2.2 million square feet.
  • Same-Property Cash NOI Growth. Management is increasing and tightening its previously increased guidance for full-year same-property cash NOI growth, from the prior range of 2.75%─3.25% to the new range of 3.25%─3.5%. The increase reflects expense management improvements at the property level.
  • Same-Property Year-End Occupancy. The Company is adjusting its expectation for same-property occupancy at year end from the prior range of 92%─93%, to 91.5%─92.0%. The decrease reflects expected occupancy dates on approximately 50,000 square feet of new tenancy slipping from late 4Q19 into 1Q20.

Associated Supplemental Presentation
Prior to the call, the Company will post a slide presentation to accompany management’s prepared remarks for its third quarter 2019 conference call, the details of which are provided below. The accompanying slide presentation can be viewed on and downloaded from the ‘Latest Updates’ section of COPT’s Investors website: https://investors.copt.com/

Conference Call Information
Management will discuss third quarter 2019 results on its conference call tomorrow at 12:00 p.m. Eastern Time, details of which are listed below:

 

Conference Call Date:

 

Tuesday, October 29, 2019

 

Time:

 

12:00 p.m. Eastern Time

 

Telephone Number:

 

(within the U.S.) 855-463-9057

 

Telephone Number:

 

(outside the U.S.) 661-378-9894

 

Passcode:

 

3489935

The conference call will also be available via live webcast in the ‘Latest Updates’ section of COPT’s Investors website: https://investors.copt.com/

Replay Information
A replay of the conference call will be available immediately via webcast on COPT’s Investors website. Additionally, a telephonic replay of this call will be available beginning at 3:00 p.m. Eastern Time on Tuesday, October 29 through 2:00 p.m. Eastern Time on Tuesday, November 12. To access the replay within the United States, please call 855-859-2056; to access it from outside the United States, please call 404-537-3406. In either case, use passcode 3489935.

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.

Company Information
COPT is a REIT that owns, manages, leases, develops and selectively acquires office and data center properties 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 it believes are growing, durable, priority missions (“Defense/IT Locations”). The Company also owns a portfolio of office properties located in select urban/urban-like submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office Properties”). As of September 30, 2019, the Company derived 88% of its core portfolio annualized revenue from Defense/IT Locations and 12% from its Regional Office Properties. As of the same date and including 13 buildings owned through unconsolidated joint ventures, COPT’s core portfolio of 167 office and data center shell properties encompassed 18.8 million square feet and was 94.5% leased; the Company also owned one wholesale data center with a critical load of 19.25 megawatts.

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, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars in thousands)

 

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2019

2018

2019

2018

Revenues

Revenues from real estate operations

$

130,734

$

128,988

$

395,495

$

386,428

Construction contract and other service revenues

28,697

8,423

87,946

53,202

Total revenues

159,431

137,411

483,441

439,630

Operating expenses

Property operating expenses

49,714

49,340

147,045

149,737

Depreciation and amortization associated with real estate operations

34,692

34,195

104,290

100,897

Construction contract and other service expenses

27,802

8,058

85,130

51,215

Impairment losses

327

327

General and administrative expenses

6,105

5,796

20,474

17,724

Leasing expenses

1,824

1,103

5,592

4,095

Business development expenses and land carry costs

964

1,567

2,947

4,415

Total operating expenses

121,428

100,059

365,805

328,083

Interest expense

(17,126

)

(19,181

)

(54,275

)

(56,910

)

Interest and other income

1,842

1,486

5,977

4,284

Gain on sales of real estate

84,469

(27

)

Income before equity in income of unconsolidated entities and income taxes

22,719

19,657

153,807

58,894

Equity in income of unconsolidated entities

396

374

1,207

1,120

Income tax benefit

131

291

113

173

Net income

23,246

20,322

155,127

60,187

Net income attributable to noncontrolling interests:

Common units in the Operating Partnership (“OP”)

(267

)

(380

)

(1,863

)

(1,532

)

Preferred units in the OP

(157

)

(165

)

(487

)

(495

)

Other consolidated entities

(1,565

)

(1,080

)

(3,870

)

(2,879

)

Net income attributable to COPT common shareholders

$

21,257

$

18,697

$

148,907

$

55,281

Earnings per share (“EPS”) computation:

Numerator for diluted EPS:

Net income attributable to COPT common shareholders

$

21,257

$

18,697

$

148,907

$

55,281

Redeemable noncontrolling interests

100

Amount allocable to share-based compensation awards

(118

)

(114

)

(469

)

(348

)

Numerator for diluted EPS

$

21,139

$

18,583

$

148,538

$

54,933

Denominator:

Weighted average common shares - basic

111,582

104,379

111,036

102,401

Dilutive effect of share-based compensation awards

361

231

313

165

Dilutive effect of redeemable noncontrolling interests

123

Dilutive effect of forward equity sale agreements

178

60

Weighted average common shares - diluted

111,943

104,788

111,472

102,626

Diluted EPS

$

0.19

$

0.18

$

1.33

$

0.54

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(in thousands, except per share data)

 

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2019

2018

2019

2018

Net income

$

23,246

$

20,322

$

155,127

$

60,187

Real estate-related depreciation and amortization

34,692

34,195

104,290

100,897

Impairment losses on real estate

327

327

Gain on sales of real estate

(84,469

)

27

Depreciation and amortization on unconsolidated real estate JVs

790

564

1,922

1,691

Funds from operations (“FFO”)

59,055

55,081

177,197

162,802

Noncontrolling interests - preferred units in the OP

(157

)

(165

)

(487

)

(495

)

FFO allocable to other noncontrolling interests

(1,429

)

(1,060

)

(3,588

)

(2,757

)

Basic and diluted FFO allocable to share-based compensation awards

(248

)

(214

)

(662

)

(651

)

Basic FFO available to common share and common unit holders (“Basic FFO”)

57,221

53,642

172,460

158,899

Redeemable noncontrolling interests

34

100

Diluted FFO available to common share and common unit holders (“Diluted FFO”)

57,255

53,642

172,560

158,899

Demolition costs on redevelopment and nonrecurring improvements

251

44

299

Executive transition costs

46

4

422

Non-comparable professional and legal expenses

175

486

Diluted FFO comparability adjustments allocable to share-based compensation awards

(1

)

(2

)

(3

)

Diluted FFO available to common share and common unit holders, as adjusted for comparability

57,430

53,938

173,092

159,617

Straight line rent adjustments and lease incentive amortization

(515

)

582

(1,131

)

(1,441

)

Amortization of intangibles included in net operating income

(59

)

153

(47

)

740

Share-based compensation, net of amounts capitalized

1,697

1,557

4,993

4,592

Amortization of deferred financing costs

538

468

1,595

1,404

Amortization of net debt discounts, net of amounts capitalized

377

362

1,121

1,074

Accum. other comprehensive loss on derivatives amortized to expense

12

33

79

101

Replacement capital expenditures

(16,752

)

(18,803

)

(43,927

)

(49,936

)

Other diluted AFFO adjustments associated with real estate JVs

66

50

280

149

Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)

$

42,794

$

38,340

$

136,055

$

116,300

Diluted FFO per share

$

0.51

$

0.50

$

1.53

$

1.51

Diluted FFO per share, as adjusted for comparability

$

0.51

$

0.50

$

1.53

$

1.51

Dividends/distributions per common share/unit

$

0.275

$

0.275

$

0.825

$

0.825

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

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

     
  

September 30,
 2019

 

December 31,
 2018

Balance Sheet Data

 

  

 

Properties, net of accumulated depreciation

 

$

3,258,823

 

$

3,250,626

 

Total assets

 

3,855,369

 

3,656,005

 

Debt, per balance sheet

 

1,862,301

 

1,823,909

 

Total liabilities

 

2,130,745

 

2,002,697

 

Redeemable noncontrolling interest

 

28,677

 

26,260

 

Equity

 

1,695,947

 

1,627,048

 

Net debt to adjusted book

 

37.3

%

 

38.9%

 

 

  

 

Core Portfolio Data (as of period end) (1)

 

  

 

Number of operating properties

 

167

 

161

 

Total net rentable square feet owned (in thousands)

 

18,799

 

17,937

 

% Occupied

 

92.8

%

 

93.1%

 

% Leased

 

94.5

%

 

94.0%

 

 

  

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

2019

 

2018

 

2019

 

2018

Payout ratios

 

 

  

 

Diluted FFO

54.2

%

 

56.3

%

 

54.0

%

 

55.5

%

Diluted FFO, as adjusted for comparability

54.1

%

 

56.0

%

 

53.8

%

 

55.3

%

Diluted AFFO

72.6

%

 

78.8

%

 

68.5

%

 

75.8

%

Adjusted EBITDA fixed charge coverage ratio

3.7

x

 

3.6

x

 

3.7

x

 

3.6

x

Net debt to in-place adjusted EBITDA ratio (2)

6.1

x

 

6.1

x

 

N/A

  

N/A

 

Net debt plus preferred equity to in-place adjusted EBITDA ratio (3)

6.1

x

 

6.1

x

 

N/A

  

N/A

 

 

 

  

 

Reconciliation of denominators for per share measures

 

 

  

 

Denominator for diluted EPS

111,943

 

104,788

 

111,472

 

102,626

Weighted average common units

1,312

 

2,135

 

1,323

 

2,847

Redeemable noncontrolling interests

109

 

 

 

Denominator for diluted FFO per share and as adjusted for comparability

113,364

 

106,923

 

112,795

 

105,473

(1)

 

Represents Defense/IT Locations and Regional Office properties.

(2)

 

Represents net debt as of period end divided by in-place adjusted EBITDA for the period, as annualized (i.e. three month periods are multiplied by four).

(3)

 

Represents net debt plus the total liquidation preference of preferred equity as of period end divided by in-place adjusted EBITDA for the period, as annualized (i.e. three month periods are multiplied by four).

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars in thousands)

 

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2019

2018

2019

2018

Reconciliation of common share dividends to dividends and distributions for payout ratios

Common share dividends - unrestricted shares and deferred shares

$

30,721

$

29,821

$

92,099

$

86,079

Common unit distributions - unrestricted units

338

373

1,068

2,131

Dividends and distributions for payout ratios

$

31,059

$

30,194

$

93,167

$

88,210

Reconciliation of GAAP net income to earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”), adjusted EBITDA and in-place adjusted EBITDA

Net income

$

23,246

$

20,322

$

155,127

$

60,187

Interest expense

17,126

19,181

54,275

56,910

Income tax benefit

(131

)

(291

)

(113

)

(173

)

Depreciation of furniture, fixtures and equipment

467

561

1,396

1,543

Real estate-related depreciation and amortization

34,692

34,195

104,290

100,897

Impairment losses on real estate

327

327

Gain on sales of real estate

(84,469

)

27

Adjustments from unconsolidated real estate JVs

1,202

830

2,859

2,482

EBITDAre

76,929

74,798

233,692

221,873

Net gain on other investments

(400

)

Business development expenses

419

673

1,427

2,453

Non-comparable professional and legal expenses

175

486

Demolition costs on redevelopment and nonrecurring improvements

251

44

299

Executive transition costs

46

4

422

Adjusted EBITDA

77,523

75,768

$

235,253

$

225,047

Proforma net operating income adjustment for property changes within period

166

In-place adjusted EBITDA

$

77,523

$

75,934

Reconciliation of interest expense to the denominators for fixed charge coverage-Adjusted EBITDA

Interest expense

$

17,126

$

19,181

$

54,275

$

56,910

Less: Amortization of deferred financing costs

(538

)

(468

)

(1,595

)

(1,404

)

Less: Amortization of net debt discounts, net of amounts capitalized

(377

)

(362

)

(1,121

)

(1,074

)

Less: Accum. other comprehensive loss on derivatives amortized to expense

(12

)

(33

)

(79

)

(101

)

COPT’s share of interest expense of unconsolidated real estate JVs, excluding deferred financing costs

403

261

916

774

Scheduled principal amortization

1,107

1,060

3,300

3,161

Capitalized interest

2,927

1,410

7,319

4,181

Preferred unit distributions

157

165

487

495

Denominator for fixed charge coverage-Adjusted EBITDA

$

20,793

$

21,214

$

63,502

$

62,942

Corporate Office Properties Trust

Summary Financial Data

(unaudited)

(Dollars in thousands)

 

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2019

2018

2019

2018

Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures

Tenant improvements and incentives

$

10,880

$

12,894

$

26,600

$

29,626

Building improvements

8,908

5,975

17,772

13,671

Leasing costs

2,722

2,945

8,665

6,047

Net (exclusions from) additions to tenant improvements and incentives

(2,156

)

(896

)

(1,866

)

3,708

Excluded building improvements

(3,602

)

(2,134

)

(7,244

)

(3,089

)

Excluded leasing costs

19

(27

)

Replacement capital expenditures

$

16,752

$

18,803

$

43,927

$

49,936

Same Properties cash NOI

$

72,792

$

72,406

$

217,114

$

210,468

Straight line rent adjustments and lease incentive amortization

(735

)

(1,699

)

(1,871

)

(1,683

)

Amortization of acquired above- and below-market rents

82

(98

)

115

(574

)

Amortization of below-market cost arrangements

(23

)

(56

)

(69

)

(166

)

Lease termination fees, gross

823

759

1,629

2,325

Tenant funded landlord assets and lease incentives

519

318

1,429

3,012

Cash NOI adjustments in unconsolidated real estate JV

42

62

147

197

Same Properties NOI

$

73,500

$

71,692

$

218,494

$

213,579

September 30,
 2019

December 31,
 2018

Reconciliation of total assets to adjusted book

Total assets

$

3,855,369

$

3,656,005

Accumulated depreciation

979,353

897,903

Accumulated depreciation included in assets held for sale

1,397

Accumulated amortization of real estate intangibles and deferred leasing costs

212,222

204,882

Accumulated amortization of real estate intangibles and deferred leasing costs included in assets held for sale

4

COPT’s share of liabilities of unconsolidated real estate JVs

46,061

29,917

COPT’s share of accumulated depreciation and amortization of unconsolidated real estate JVs

7,376

5,446

Less: Property - operating lease liabilities

(16,686

)

Less: Property - finance lease liabilities

(702

)

(660

)

Less: Cash and cash equivalents

(34,005

)

(8,066

)

Less: COPT’s share of cash of unconsolidated real estate JVs

(505

)

(293

)

Adjusted book

$

5,049,884

$

4,785,134

Reconciliation of debt outstanding to net debt and net debt plus preferred equity

Debt outstanding (excluding net debt discounts and deferred financing costs)

$

1,920,179

$

1,868,504

Less: Cash and cash equivalents

(34,005

)

(8,066

)

Less: COPT’s share of cash of unconsolidated real estate JVs

(505

)

(293

)

Net debt

$

1,885,669

$

1,860,145

Preferred equity

8,800

8,800

Net debt plus preferred equity

$

1,894,469

$

1,868,945

Contacts:

IR:
Stephanie Krewson-Kelly
443-285-5453
stephanie.kelly@copt.com

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