2015
A N N U A L R E P O R T
Letter to
Shareholders
“Surround yourself with the best people you can find,
delegate authority, and don’t interfere as long as the policy
you’ve decided upon is being carried out.”
—Ronald W. Reagan, 40th President of the United States
Our goals for 2015 were to improve portfolio occupancy, to refine
our regional office portfolio strategy and to add value through
low-risk development – all while remaining disciplined with our
balance sheet. We are pleased to report success along all fronts.
Through leasing up existing vacancy and prudently investing, we
improved core portfolio occupancy from 90.9% at the beginning
of the year to 92.7% by year-end. Investment activity included
opportunistically acquiring three Class-A office properties for
$263.5 million. We purchased a 237,000 square foot building
adjacent to the Dunn Loring-Merrifield Metro station for $80.5
million that is 100% occupied by defense contractors serving the
U.S. Government, thereby adding to our Defense / IT franchise.
We also acquired two high rise buildings in the Pratt Street
Corridor submarket of Baltimore’s Inner Harbor – a bold strategic
move that, in conjunction with asset sales completed later in the
year, enabled us to radically improve the composition and future
growth profile of our regional office portfolio. Together, 250 West
Pratt and 100 Light Streets contain 915,000 square feet that
we acquired for $168 million1, or $184 per square foot. Due to
our competitive advantage in underwriting each of these assets,
we were able to purchase the properties at going-in cash yields
that exceeded 8%.
We sold $198.5 million of suburban office buildings and non-
strategic land to fund our acquisitions and improve our portfolio.
By investing in the two Pratt Street submarket assets and selling
suburban Baltimore assets, we increased the percentage of
urban/urban-like assets in our regional office portfolio to 70%.
Through additional asset sales we expect to accomplish in 2016,
we will further refine our regional office portfolio’s composition to
be more urban/urban like locations that will generate attractive
same office cash NOI growth throughout the economic cycle.
From a valuation stand point, our capital recycling out of suburban
properties and into urban, amenity and transportation-rich assets
took many investors by surprise. This tactic prompted many
outsiders to question how we were able to execute such a value
trade. The answer is simple. As a local investor, we recognized the
exogenous shift in demand to Baltimore’s waterfront from existing
and new, high-quality tenants into this submarket ‒ a shift that
national investors were not able to see as quickly. The exciting
urban renaissance transforming Baltimore’s waterfront markets,
combined with our attractive low basis in our buildings, creates
the potential for long term value creation.
Development continues to be our primary growth engine, and
in 2015 we advanced our reputation as the preeminent provider
of real estate solutions for the U.S. Government and defense
contractors. We completed 735,000 square feet of development
leasing in 2015 (see chart below). When combined with
development leasing achieved in 2012, 2013 and 2014, we have
averaged roughly 1 million square feet of development leasing in
each of the last four years. In 2015 we also placed 1.1 million
square feet of newly developed buildings that were 97% leased
into service. Of this total, seven projects totaling 897,000 square
feet were leased to tenants at Defense / IT locations. As a result
of our 2015 leasing and investment achievements, at year end,
we derived 84% of our core portfolio’s annualized rental revenue
from Defense / IT locations.
Historical Leasing Transactions
4,500,000
4,000,000
3,500,000
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15
Total Leasing SF
Development Leasing SF
Excludes a 149,000 square foot build-to-suit
lease fully executed in the first week of 2016.
1This excludes the approximate $15 million of value we ascribed to
100 Light’s 560-space structured parking garage, 30 Light Street,
and the associated 10,000 square feet of street-level retail space.
Continued on Inside Back Cover
Continued from Inside Front Cover
Rising demand from defense contractors at our Defense / IT
locations underpins the strength of our leasing track record
and our optimistic outlook for our development business. After
four years of federal budget uncertainty that caused many
contractors to reduce their square footage, defense spending
– and contractor demand – are growing again. The Bipartisan
Budget Act of 2015 provided two years of defense spending
clarity and increases the base budget for the Department of
Defense (“DOD”) through fiscal 2017. The Pentagon’s spending
priorities emphasize high-tech missions and cybersecurity; our
portfolio is geographically aligned with four of the country’s
top five knowledge-based, high-tech defense installations.
Accordingly, we expect growth in demand for new, efficient,
precisely located development from the U.S. Government and
defense contractors.
In order to capture new development opportunities in our strategic
markets, we need to maintain a strong, flexible balance sheet. In
addition to selling nearly $200 million of non-strategic buildings and
land last year, we resolved the Washington Tech Park CMBS loan,
thereby eliminating $150 million of debt. We issued $300 million
of 10-year, 5.0% senior notes and, in December, entered into a
new 7-year, $250 million bank term loan with a fixed rate of 3.7%
to pre-fund our 2016 debt maturities. As a result of these tactics,
we re-fortified our balance sheet; our next balloon maturity does
not occur until 2019 and our debt maturity ladder is 6.1 years.
Perhaps our greatest achievement in 2015 was executing on
the Company’s leadership succession plans. Effective May 12,
2016, Steve Budorick will assume the role of CEO. Since 2011,
Steve has served as the company’s chief operating officer and
has been the co-architect of the multi-level transformations
the company has affected over the past four years. It is with
complete confidence and sincere good wishes that I proudly
pass the leadership baton to his capable hands. He is a proven
leader and has the right vision to shepherd our company
through its next era of growth.
Working over the past 30 years for a company that focuses
on excellence and with such a talented team of people have
been the highlights of my career. I thank you sincerely for your
commitment to COPT,
Roger A. Waesche, Jr.
President & Chief Executive Officer
Future Strategy
Under New CEO
First, I want to thank Roger for his extraordinary 30-plus years of
service to the company. I am honored to lead COPT into the next
stage of investment and growth. Among the roughly two dozen
office REITs, COPT will remain differentiated by its unique franchise
of operating and developing specialized buildings that serve the
U.S. Government and high-tech defense contractors, including
defense information technology companies, cybersecurity firms
and other contractors engaged in carrying out critical aspects
of national security. Our customers rely on our office buildings
to execute their missions in safe, efficient environments and
in specific locations. Under my leadership, the Company will
continue executing on our well-defined strategy to create lasting
value for our customers, employees and shareholders, the main
tactics of which are to maximize returns and cash flow from
existing buildings, grow externally through low-risk development,
primarily at our Defense / IT locations, and to continually improve
our balance sheet flexibility and credit metrics.
Thank you for your continued confidence in COPT,
Stephen E. Budorick
Executive Vice President & Chief Operating Officer
Stephen E. Budorick
EVP & Chief Operating Officer
Roger A. Waesche, Jr.
President & Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-14023 (Corporate Office Properties Trust)
Commission file number 333-189188 (Corporate Office Properties, L.P.)
Corporate Office Properties Trust
Corporate Office Properties, L.P.
(Exact name of registrant as specified in its charter)
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Maryland
(State or other jurisdiction of
incorporation or organization)
Delaware
(State or other jurisdiction of
incorporation or organization)
23-2947217
(IRS Employer
Identification No.)
23-2930022
(IRS Employer
Identification No.)
6711 Columbia Gateway Drive, Suite 300, Columbia, MD
(Address of principal executive offices)
21046
(Zip Code)
Registrant’s telephone number, including area code: (443) 285-5400
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Common Shares of beneficial interest, $0.01 par value
Series L Cumulative Redeemable Preferred Shares of beneficial interest, $0.01 par value
New York Stock Exchange
New York Stock Exchange
(Title of Each Class)
(Name of Exchange on Which Registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Yes
Yes
No
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Yes
Yes
No
No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Yes
Yes
No
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files).
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Yes
Yes
No
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Corporate Office Properties Trust
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Corporate Office Properties, L.P.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
(Do not check if a smaller reporting company)
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Yes
Yes
No
No
The aggregate market value of the voting and nonvoting shares of common stock held by non-affiliates of Corporate Office Properties Trust was
approximately $2.2 billion, as calculated using the closing price of such shares on the New York Stock Exchange and the number of outstanding shares as of June
30, 2015. For purposes of calculating this amount only, affiliates are defined as Trustees, executive owners and beneficial owners of more than 10% of Corporate
Office Properties Trust’s outstanding common shares, $0.01 par value. At February 16, 2016, 94,528,118 of Corporate Office Properties Trust’s common shares
were outstanding.
The aggregate market value of the voting and nonvoting common units of limited partnership interest held by non-affiliates of Corporate Office Properties,
L.P. was approximately $79.4 million, as calculated using the closing price of the common shares of Corporate Office Properties Trust (into which common units
not held by Corporate Office Properties Trust are exchangeable) on the New York Stock Exchange and the number of outstanding units as of June 30, 2015.
Portions of the proxy statement of Corporate Office Properties Trust for its 2016 Annual Meeting of Shareholders to be filed within 120 days after the end of
the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2015 of Corporate Office Properties Trust
(“COPT”) and subsidiaries (collectively, the “Company”) and Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the
“Operating Partnership”). Unless stated otherwise or the context otherwise requires, “we,” “our,” and “us” refer collectively to COPT, COPLP
and their subsidiaries.
COPT is a real estate investment trust, or REIT, and the sole general partner of COPLP. As of December 31, 2015, COPT owned
approximately 96.3% of the outstanding common units and approximately 95.5% of the outstanding preferred units in COPLP. The remaining
common and preferred units in COPLP were owned by third parties. As the sole general partner of COPLP, COPT controls COPLP and can
cause it to enter into major transactions including acquisitions, dispositions and refinancings and cause changes in its line of business, capital
structure and distribution policies.
There are a few differences between the Company and the Operating Partnership which are reflected in this Form 10-K. We believe it is
important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the
Operating Partnership operate as an interrelated, consolidated company. COPT is a real estate investment trust, whose only material asset is its
ownership of partnership interests of COPLP. As a result, COPT does not conduct business itself, other than acting as the sole general partner of
COPLP, issuing public equity from time to time and guaranteeing certain debt of COPLP. COPT itself is not directly obligated under any
indebtedness but guarantees some of the debt of COPLP. COPLP owns substantially all of the assets of COPT either directly or through its
subsidiaries, conducts almost all of the operations of the business and is structured as a limited partnership with no publicly traded equity.
Except for net proceeds from public equity issuances by COPT, which are contributed to COPLP in exchange for partnership units, COPLP
generates the capital required by COPT’s business through COPLP’s operations, by COPLP’s direct or indirect incurrence of indebtedness or
through the issuance of partnership units.
Noncontrolling interests and shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial
statements of COPT and those of COPLP. The common limited partnership interests in COPLP not owned by COPT are accounted for as
partners’ capital in COPLP’s consolidated financial statements and as noncontrolling interests in COPT’s consolidated financial statements.
COPLP’s consolidated financial statements also reflect COPT’s noncontrolling interests in certain real estate partnerships, limited liability
companies (“LLCs”), business trusts and corporations; the differences between shareholders’ equity, partners’ capital and noncontrolling
interests result from the differences in the equity issued at the COPT and COPLP levels and in COPT’s noncontrolling interests in these real
estate partnerships, LLCs, business trusts and corporations. The only other significant differences between the consolidated financial statements
of COPT and those of COPLP are assets in connection with a non-qualified elective deferred compensation plan (comprised primarily of mutual
funds and equity securities) and the corresponding liability to the plan’s participants that are held directly by COPT.
We believe combining the annual reports on Form 10-K of the Company and the Operating Partnership into this single report results in the
following benefits:
•
•
•
•
combined reports better reflect how management and the analyst community view the business as a single operating unit;
combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business
as a whole and in the same manner as management;
combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and
combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following
separate sections for each of the Company and the Operating Partnership:
•
•
•
•
consolidated financial statements;
the following notes to the consolidated financial statements:
• Note 3, Fair Value Measurements of COPT and subsidiaries and COPLP and subsidiaries;
• Note 13, Equity of COPT and subsidiaries;
• Note 14, Equity of COPLP and subsidiaries;
• Note 19, Earnings per Share of COPT and subsidiaries and Earnings per Unit of COPLP and subsidiaries; and
• Note 22, Quarterly Data of COPT and subsidiaries and COPLP and subsidiaries.
“Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of
COPT”; and
“Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of
COPLP.”
This report also includes separate sections under Part II, Item 9A. Controls and Procedures and separate Exhibit 31 and Exhibit 32 certifications
for each of COPT and COPLP to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the
requisite certifications and that COPT and COPLP are compliant with Rule 13a-15 and Rule 15d-14 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and 18 U.S.C. §1350.
Table of Contents
Form 10-K
PART I
BUSINESS
ITEM 1.
ITEM 1A RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4. MINE SAFETY DISCLOSURES
PROPERTIES
LEGAL PROCEEDINGS
PART II
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
SELECTED FINANCIAL DATA
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
4
PAGE
6
10
17
18
22
22
22
24
28
55
56
56
56
57
58
58
58
58
58
58
64
FORWARD-LOOKING STATEMENTS
This Form 10-K contains “forward-looking” statements, as defined in the Private Securities Litigation Act of 1995, that are
based on our current expectations, estimates and projections about future events and financial trends affecting the financial
condition and operations of our business. Additionally, documents we subsequently file with the SEC and incorporated by
reference will contain forward-looking statements.
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 we cannot predict with accuracy and some of which we might not even anticipate.
Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on
reasonable assumptions at the time made, we 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. We
caution readers that forward-looking statements reflect our opinion only as of the date on which they were made. You should
not place undue reliance on forward-looking statements. The following factors, among others, could cause actual results and
future events to differ materially from those set forth or contemplated in the forward-looking statements:
•
•
•
•
•
•
•
•
•
•
•
general economic and business conditions, which will, among other things, affect office property and data center demand
and rents, tenant creditworthiness, interest rates, financing availability and property values;
adverse changes in the real estate markets, including, among other things, increased competition with other companies;
governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or
budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or a curtailment of
demand for additional space by our strategic customers;
our ability to borrow on favorable terms;
risks of real estate acquisition and development activities, including, among other things, risks that development projects
may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs
may be greater than anticipated;
risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their
financial obligations as investors or may take actions that are inconsistent with our objectives;
changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either
of which could result in recognition of significant impairment losses;
our ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and
partnerships;
the dilutive effects of issuing additional common shares;
our ability to achieve projected results; and
environmental requirements.
We undertake no obligation to publicly update or supplement forward-looking statements, whether as a result of new
information, future events or otherwise. For further information on these and other factors that could affect us and the
statements contained herein, you should refer to the section below entitled “Item 1A. Risk Factors.”
5
Item 1. Business
OUR COMPANY
PART I
General. Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) is a fully-integrated
and self-managed real estate investment trust (“REIT”). Corporate Office Properties, L.P. (“COPLP”) and subsidiaries
(collectively, the “Operating Partnership”) is the entity through which COPT, the sole general partner of COPLP, conducts
almost all of its operations and owns almost all of its assets. Unless otherwise expressly stated or the context otherwise
requires, “we”, “us” and “our” as used herein refer to each of the Company and the Operating Partnership. We own, manage,
lease, develop and selectively acquire office and data center properties. The majority of our portfolio is in locations that
support United States Government agencies and their contractors, most of whom are engaged in national security, defense and
information technology (“IT”) related activities servicing what we believe are growing, durable priority missions (“Defense/IT
Locations”). We also own a complementary portfolio of traditional office properties located in select urban/urban-like
submarkets within our regional footprint with durable Class-A office fundamentals and characteristics, as well as other
properties supporting general commercial office tenants (“Regional Office”). As of December 31, 2015, our properties
included the following:
•
•
•
•
177 operating office properties totaling 18.1 million square feet that were 92% occupied, including nine triple-net leased,
single-tenant data center properties;
13 office properties under, or contractually committed for, construction or redevelopment that we estimate will total
approximately 1.5 million square feet upon completion, including one partially operational property included above;
1,439 acres of land we control that we believe are potentially developable into approximately 17.6 million square feet; and
a wholesale data center with a critical load of 19.25 megawatts.
COPLP owns real estate both directly and through subsidiary partnerships and limited liability companies (“LLCs”). In
addition to owning real estate, COPLP also owns subsidiaries that provide real estate services such as property management
and construction and development services primarily for our properties but also for third parties. Some of these services are
performed by a taxable REIT subsidiary (“TRS”).
Equity interests in COPLP are in the form of common and preferred units. As of December 31, 2015, COPT owned 96.3%
of the outstanding COPLP common units (“common units”) and 95.5% of the outstanding COPLP preferred units (“preferred
units”); the remaining common and preferred units in COPLP were owned by third parties. Common units in COPLP not
owned by COPT carry certain redemption rights. The number of common units in COPLP owned by COPT is equivalent to the
number of outstanding common shares of beneficial interest (“common shares”) of COPT, and the entitlement of all COPLP
common units to quarterly distributions and payments in liquidation is substantially the same as those of COPT common
shareholders. Similarly, in the case of each series of preferred units in COPLP held by COPT, there is a series of preferred
shares of beneficial interest (“preferred shares”) in COPT that is equivalent in number and carries substantially the same terms
as such series of COPLP preferred units. COPT’s common shares are publicly traded on the New York Stock Exchange
(“NYSE”) under the ticker symbol “OFC”.
Because COPLP is managed by COPT, and COPT conducts substantially all of its operations through COPLP, we refer to
COPT’s executive officers as COPLP’s executive officers, and although, as a partnership, COPLP does not have a board of
trustees, we refer to COPT’s Board of Trustees as COPLP’s Board of Trustees.
We believe that COPT is organized and has operated in a manner that satisfies the requirements for taxation as a REIT
under the Internal Revenue Code of 1986, as amended, and we intend to continue to operate COPT in such a manner. If COPT
continues to qualify for taxation as a REIT, it generally will not be subject to Federal income tax on its taxable income (other
than that of its TRS) that is distributed to its shareholders. A REIT is subject to a number of organizational and operational
requirements, including a requirement that it distribute to its shareholders at least 90% of its annual taxable income.
Our executive offices are located at 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046 and our
telephone number is (443) 285-5400.
Our Internet address is www.copt.com. We make available on our Internet website free of charge our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as
reasonably possible after we file such material with the Securities and Exchange Commission (the “SEC”). In addition, we
have made available on our Internet website under the heading “Corporate Governance” the charters for our Board of Trustees’
Audit, Nominating and Corporate Governance, Compensation and Investment Committees, as well as our Corporate
6
Governance Guidelines, Code of Business Conduct and Ethics and Code of Ethics for Financial Officers. We intend to make
available on our website any future amendments or waivers to our Code of Business Conduct and Ethics and Code of Ethics for
Financial Officers within four business days after any such amendments or waivers. The information on our Internet site is not
part of this report.
The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. This Internet website can be accessed at www.sec.gov. The public may
also read and copy paper filings that we have made with the SEC at the SEC’s Public Reference Room, located at 100 F Street,
NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling (800)
SEC-0330.
Significant Developments
In 2015, we:
•
•
•
•
finished the period with occupancy of our portfolio of operating office properties of 91.6%;
leased 11.25 megawatts in our wholesale data center. The center became 100% operational during the period and was
92.5% leased as of year end;
placed into service an aggregate of 1.1 million square feet in seven newly constructed properties and two redeveloped
properties that were 97.1% leased as of December 31, 2015;
acquired:
250 W. Pratt Street, a 367,000 square foot property in Baltimore, Maryland that was 96.2% leased, for $61.8 million
on March 19, 2015;
2600 Park Tower Drive, a 237,000 square foot property in Northern Virginia that was 100% leased, for $80.5 million
on April 15, 2015; and
100 Light Street, a 558,000 square foot office property in Baltimore, Maryland that was 93.5% leased, and its
structured parking garage, 30 Light Street, for $121.2 million on August 7, 2015. In connection with that acquisition,
we assumed a $55.0 million mortgage loan;
•
disposed of nine office properties totaling 1.6 million square feet and land for transaction values totaling $365.9 million,
including:
seven office properties (five in Baltimore County, Maryland and two in Northern Virginia) and land sold for $198.5
million; and
two office properties in Northern Virgina totaling 665,000 square feet that secured a $150.0 million nonrecourse
mortgage loan. On August 28, 2015, ownership in these properties was transferred to the mortgage lender and we
removed the debt obligation and accrued interest from our balance sheet;
•
•
•
issued $300.0 million of 5.00% Senior Notes on June 29, 2015 at an initial offering price of 99.51% of their face value.
The proceeds from the issuance, after deducting underwriting discounts but before other offering expenses, were
approximately $296.6 million;
entered into an unsecured term loan agreement on December 17, 2015 with an initial commitment of $250.0 million of
which we borrowed $100.0 million; and
issued 890,241 COPT common shares at a weighted average price of $30.29 per share under our at-the-market stock
offering program established in October 2012. Net proceeds from the shares issued totaled $26.6 million. The net
proceeds were contributed to COPLP in exchange for 890,241 common units.
On February 10, 2016, our Board of Trustees appointed Stephen E. Budorick, our Executive Vice President and Chief
Operating Officer since September 2011, to become our President and Chief Executive Officer effective May 12, 2016, the date
of the Company’s 2016 Annual Meeting of Shareholders. On that date, Roger A. Waesche, Jr., our current President and Chief
Executive Officer, will leave the Company to pursue other interests and he will not be nominated for reelection as a Trustee.
The Board expects to appoint Mr. Budorick to our Board of Trustees after the 2016 Annual Meeting of
Business and Growth Strategies
Our primary goal is to deliver attractive and competitive total returns to our shareholders. This section sets forth key
components of our business and growth strategies that we have in place to support this goal.
Defense/ IT Locations Strategy: We specialize in serving the unique requirements of tenants of our Defense/IT Locations.
The majority of our properties are located adjacent to, or houses, United States Government agencies. Our customers in these
properties are primarily United States Government agencies and their contractors engaged in activities servicing what we
believe are high priority security, defense and IT missions. These tenants’ missions generally pertain to knowledge-based
7
activities (such as cyber security, research and development and other highly technical defense and security areas) rather than to
force structure (troops) and weapon system production. A high percentage of our revenue (80.8% as of December 31, 2015) is
concentrated in Defense/IT Locations, and we expect to maintain a high concentration through our:
•
•
•
properties’ (existing buildings and developable land we control) proximity to defense installations and other knowledge-
based government demand drivers, and our willingness to expand to new locations with similar proximities;
extensive experience in developing secured, specialized space, with the ability to satisfy the United States Government’s
unique needs, including Sensitive Compartmented Information Facility (“SCIF”) and Anti-Terrorism Force Protection
(“ATFP”) requirements;
depth of knowledge, specialized skills and credentialed personnel in operating highly specialized space with security-
oriented needs;
• well-established relationships with United States Government agencies and their contractors; and
•
track record of providing service that exceeds customer expectations both in terms of the quality of the space we provide
and our level of responsiveness to their needs. We believe that operating with such an emphasis on service enables us to be
a landlord of choice with high quality tenants of these properties and contributes to high levels of customer loyalty and
retention.
Regional Office Strategy: While our primary focus pertains to Defense/IT Locations, we also own a portfolio of traditional
office properties located in select urban/urban-like submarkets within our regional footprint with durable Class-A office
fundamentals and characteristics, as well as other properties supporting general commercial office tenants. We believe that our
Regional Office portfolio enables us to leverage our local expertise in a region into a second growth platform in a way that is
complementary to our Defense/IT Locations strategy. Characteristics that we seek in Regional Office submarkets include: (1)
mixed-use, lifestyle oriented locations with a robust high-end residential and retail base; (2) proximity to public transportation
and major transportation routes; (3) educated workforce; and (4) diverse and growing employment base. We believe that these
types of submarkets provide better overall quality and opportunity for long-term, sustained growth than other commercial office
submarkets.
Asset Management Strategy: We aggressively manage our portfolio to maximize the value and operating performance of
each property through: (1) proactive property management and leasing; (2) achievement of operating efficiencies by increasing
economies of scale and, where possible, aggregating vendor contracts to achieve volume pricing discounts; (3) renewing tenant
leases and re-tenanting at increased rents where market conditions permit; and (4) redevelopment when we believe property
conditions and market demand warrant. We may also seek to dispose of properties when they no longer meet our strategic
objectives, or when capital markets and the circumstances pertaining to such holdings otherwise warrant, in order to maximize
our return on invested capital and be better positioned for long-term growth.
We also aim to develop and operate our properties in a manner that minimizes adverse impact on the environment by: (1)
constructing new buildings designed to use resources with a high level of efficiency and low impact on human health and the
environment during their life cycles through our participation in the U.S. Green Building Council’s Leadership in Energy and
Environmental Design (“LEED”) program; (2) investing in energy systems and other equipment that reduce energy
consumption and property operating costs; and (3) adopting select LEED Existing Building (“EB”) prerequisites for much of
our portfolio, including guidelines pertaining to cleaning and recycling practices and energy reduction. In 2015, we
participated for the first time in the GRESB (or Global Real Estate Sustainability Benchmark) survey, which is widely
recognized for measuring the sustainability performance of real estate companies and funds, and earned an overall score of
“Green Star,” which represents the highest quadrant of achievement from the survey.
Property Development and Acquisition Strategy: We pursue property development and acquisition opportunities for
properties that fit our Defense/IT Locations and Regional Office strategies and, as discussed above, have significant land
holdings that we believe can help fuel future development of Defense/IT Locations in particular. We pursue development
activities as market conditions and leasing opportunities support favorable risk-adjusted returns on investment, and therefore
typically prefer properties to be significantly leased prior to commencing construction. We typically seek to make acquisitions
at attractive yields and below replacement cost, or that otherwise meet our strategic objectives. We also seek to increase
operating cash flow of certain acquisitions by repositioning the properties and capitalizing on existing below market leases and
expansion opportunities.
Capital Strategy: Our capital strategy is aimed at maintaining access to capital in the face of differing market conditions in
the most cost-effective manner by:
• maintaining an investment grade rating to enable us to use debt comprised of unsecured, primarily fixed-rate debt
(including the effect of interest rate swaps) from public markets and banks;
8
using secured nonrecourse debt from institutional lenders and banks;
•
• managing our debt by monitoring, among other things: (1) our total and secured debt levels relative to our overall capital
structure; (2) the relationship of certain measures of earnings to our debt level and to certain capital costs; (3) the timing of
debt maturities to ensure that maturities in any year do not exceed levels that we believe we can refinance; and (4) the
relationship of our variable-rate debt to our total debt;
using equity raised through issuances of common and preferred shares, issuances of common and preferred units in COPLP
and, to a lesser extent, joint venture structures for certain investments;
paying dividends at a level that at least enables us to maintain our REIT status;
recycling proceeds from property sales under our asset management strategy (discussed above) to fund our investment
activities and to reduce overall debt; and
continuously evaluating the ability of our capital resources to accommodate our plans for future growth.
•
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•
•
Industry Segments
We operate in two primary industries: commercial office properties and our wholesale data center. Effective in the quarter
ended December 31, 2015, we changed the reportable segments that we use to review operating results and make decisions
regarding segment performance and resource allocation. Given the changes in our portfolio resulting from development,
acquisition and disposition activities, we made this change to better align our segments with our business strategy by
contemplating the market characteristics of our properties. As of December 31, 2015, our commercial office real estate
operations included the following: Defense/IT Locations and Regional Office. Our segment reporting also included reporting
for Defense/IT Locations sub-segments, which included the following:
Fort George G. Meade and the Baltimore/Washington Corridor (referred to herein as “Fort Meade/BW Corridor”);
•
• Northern Virginia Defense I/T Locations;
• Lackland Air Force Base in San Antonio, Texas;
•
locations serving the U.S. Navy (referred to herein as “Navy Support Locations”). Properties in this segment as of
December 31, 2015 were proximate to the Washington Navy Yard, the Naval Air Station Patuxent River in Maryland and
the Naval Surface Warfare Center Dahlgren Division in Virginia;
• Redstone Arsenal in Huntsville, Alabama; and
•
data center shells, which are properties leased to tenants to be operated as data centers in which the tenants generally fund
the costs for the power, fiber connectivity and data center infrastructure. Most of our data center shells as of December 31,
2015 were proximate to the MAE-East Corridor, a major center in the United States for interconnecting traffic between
Internet service providers.
As of December 31, 2015, Defense/IT Locations comprised 146 of our office properties, or 79.6% of our square feet in
operations, while Regional Office comprised 24 of our office properties, or 17.7% of our square feet in operations. Our
wholesale data center, which is comprised of one property in Manassas, Virginia, is reported as a separate segment.
For information relating to our segments, you should refer to Note 17 to our consolidated financial statements, which is
included in a separate section at the end of this Annual Report on Form 10-K beginning on page F-1.
Employees
As of December 31, 2015, we had 383 employees, none of whom were parties to collective bargaining agreements. We
believe that our relations with our employees are good.
Competition
The commercial real estate market is highly competitive. Numerous commercial properties compete with us for tenants.
Some of the properties competing with ours may be newer or in more desirable locations, or the competing properties’ owners
may be willing to accept lower rents than we are. We also compete with our own tenants, many of whom have the right to
sublease their space. The competitive environment for leasing is affected considerably by a number of factors including,
among other things, changes in economic conditions and supply of and demand for space. These factors may make it difficult
for us to lease existing vacant space and space associated with future lease expirations at rental rates that are sufficient to
meeting our short-term capital needs.
We compete for the acquisition of commercial properties with many entities, including other publicly-traded commercial
REITs. Competitors for such acquisitions may have substantially greater financial resources than ours. In addition, our
competitors may be willing to accept lower returns on their investments or may be willing to incur higher leverage. If our
9
competitors prevent us from buying properties that we have targeted for acquisition, we may not be able to meet our property
acquisition goals.
We also compete with many entities, including other publicly-traded commercial REITs, for capital. This competition
could adversely affect our ability to raise capital we may need to fulfill our capital strategy.
Item 1A. Risk Factors
Set forth below are risks and uncertainties relating to our business and the ownership of our securities. These risks and
uncertainties may lead to outcomes that could adversely affect our financial position, results of operations, cash flows and
ability to make expected distributions to our equityholders. You should carefully consider each of these risks and uncertainties
and all of the information in this Annual Report on Form 10-K and its Exhibits, including our consolidated financial statements
and notes thereto for the year ended December 31, 2015, which are included in a separate section at the end of this report
beginning on page F-1.
Our performance and value are subject to risks associated with our properties and with the real estate industry.
Real estate investments are subject to various risks and fluctuations in value and demand, many of which are beyond our
control. Our economic performance and the value of our real estate assets may decline due to conditions in the general
economy and the real estate business which, in turn, could have an adverse effect on our financial position, results of
operations, cash flows and ability to make expected distributions to our shareholders. These conditions include, but are not
limited to:
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•
•
•
•
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•
•
•
•
•
•
•
•
•
downturns in national, regional and local economic environments, including increases in the unemployment rate and
inflation or deflation;
competition from other properties;
deteriorating local real estate market conditions, such as oversupply, reduction in demand and decreasing rental rates;
unavailability of financing for potential purchasers of our properties;
declining real estate valuations;
increasing vacancies and the need to periodically repair, renovate and re-lease space;
adverse developments concerning our tenants, which could affect our ability to collect rents and execute lease renewals;
government actions and initiatives, including risks associated with the impact of prolonged government shutdowns and
budgetary reductions or impasses, such as a reduction of rental revenues, non-renewal of leases and/or a curtailment of
demand for additional space by our strategic customers;
increasing operating costs, including insurance expenses, utilities, real estate taxes and other expenses, much of which we
may not be able to pass through to tenants;
increasing interest rates and unavailability of financing on acceptable terms or at all;
trends in office real estate that may adversely affect future demand, including telecommuting and flexible workplaces that
increase the population density per square foot;
adverse changes in taxation or zoning laws;
potential inability to secure adequate insurance;
adverse consequences resulting from civil disturbances, natural disasters, terrorist acts or acts of war; and
potential liability under environmental or other laws or regulations.
We may suffer adverse consequences as a result of adverse economic conditions. Our business may be affected by
adverse economic conditions in the United States economy or real estate industry as a whole or by the local economic
conditions in the markets in which our properties are located, including the impact of high unemployment and constrained
credit. Adverse economic conditions could increase the likelihood of tenants encountering financial difficulties, including
bankruptcy, insolvency or general downturn of business, and as a result could increase the likelihood of tenants defaulting on
their lease obligations to us. Such conditions also could increase the likelihood of our being unsuccessful in renewing tenants,
renewing tenants on terms less favorable to us or being unable to lease newly constructed properties. In addition, such
conditions could increase the level of risk that we may not be able to obtain new financing for development activities,
acquisitions, refinancing of existing debt or other capital requirements at reasonable terms, if at all.
We may suffer adverse consequences as a result of our reliance on rental revenues for our income. We earn revenue
from renting our properties. Our operating costs do not necessarily fluctuate in relation to changes in our rental revenue. This
means that our costs will not necessarily decline and may increase even if our revenues decline.
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For new tenants or upon lease expiration for existing tenants, we generally must make improvements and pay other leasing
costs for which we may not receive increased rents. We also make building-related capital improvements for which tenants
may not reimburse us.
If our properties do not generate revenue sufficient to meet our operating expenses and capital costs, we may have to
borrow additional amounts to cover these costs. In such circumstances, we would likely have lower profits or possibly incur
losses. We may also find in such circumstances that we are unable to borrow to cover such costs, in which case our operations
could be adversely affected.
In addition, the competitive environment for leasing is affected considerably by a number of factors including, among
other things, changes due to economic factors such as supply and demand. These factors may make it difficult for us to lease
existing vacant space and space associated with future lease expirations at rental rates that are sufficient to meet our short-term
capital needs.
We rely on the ability of our tenants to pay rent and would be harmed by their inability to do so. Our performance
depends on the ability of our tenants to fulfill their lease obligations by paying their rental payments in a timely manner. As a
result, we would be harmed if one or more of our major tenants, or a number of our smaller tenants, were to experience
financial difficulties, including bankruptcy, insolvency, government shutdown, or general downturn of business.
We may be adversely affected by developments concerning some of our major tenants and sector concentrations,
including prolonged shutdowns of the United States Government and actual, or potential, reductions in government
spending targeting United States Government agencies and defense contractors engaged in knowledge-based activities.
As of December 31, 2015, our 20 largest tenants accounted for 63.8% of the total annualized rental revenue of our office
properties, and the four largest of these tenants accounted for 41.9%. We calculated the annualized rental revenue by
multiplying by 12 the sum of monthly contractual base rents and estimated monthly expense reimbursements under active
leases in our portfolio of office properties as of December 31, 2015. Information regarding our four largest tenants is set forth
below:
Tenant
Annualized
Rental Revenue as of
December 31, 2015
(in thousands)
Percentage of Total
Annualized Rental
Revenue of
Office Properties
Number
of Leases
United States of America
Northrop Grumman Corporation (1)
The Boeing Company (1)
General Dynamics Corporation (1)
$
141,497
22,403
21,842
19,163
29.0%
4.6%
4.5%
3.9%
63
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(1)
Includes affiliated organizations and agencies and predecessor companies.
Most of our leases with the United States Government provide for a series of one-year terms or provide for early
termination rights. The United States Government may terminate its leases if, among other reasons, the United States Congress
fails to provide funding. We would be harmed if any of our four largest tenants fail to make rental payments to us, including as
a result of a prolonged government shutdown, or if the United States Government elects to terminate some or all of its leases
and the space cannot be re-leased on satisfactory terms.
As of December 31, 2015, 80.8% of the total annualized rental revenue of our office properties was from Defense/IT
Locations, and we expect to maintain a similarly high revenue concentration in these types of properties. A reduction in
government spending targeting the activities of these agencies and contractors (such as knowledge-based defense and security
activities) could affect the ability of these tenants to fulfill lease obligations, decrease the likelihood that these tenants will
renew their leases or enter into new leases and limit our future growth from these sectors. Moreover, uncertainty regarding the
potential for future reduction in government spending targeting such activities could also decrease or delay leasing activity
from tenants engaged in these activities.
Most of our properties are geographically concentrated in the Mid-Atlantic region, particularly in the Greater
Washington, DC/Baltimore region, or in particular office parks. We may suffer economic harm in the event of a decline
in the real estate market or general economic conditions in those regions or parks. Most of our properties are located in
the Mid-Atlantic region of the United States, particularly in the Greater Washington, DC/Baltimore region. Our properties are
also often concentrated in office parks in which we own most of the properties. Consequently, our portfolio of properties is not
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broadly distributed geographically. As a result, we would be harmed by a decline in the real estate market or general economic
conditions in the Mid-Atlantic region, the Greater Washington, DC/Baltimore region or the office parks in which our properties
are located.
We would suffer economic harm if we were unable to renew our leases on favorable terms. When leases expire, our
tenants may not renew or may renew on terms less favorable to us than the terms of their original leases. If a tenant vacates a
property, we can expect to experience a vacancy for some period of time, as well as incur higher leasing costs than we would
likely incur if a tenant renews. As a result, we may be harmed if we experience a high volume of tenant departures at the end
of their lease terms.
We may be adversely affected by trends in the office real estate industry. Some businesses increasingly permit
employee telecommuting, flexible work schedules, open workplaces and teleconferencing. These practices enable businesses
to reduce their space requirements. These trends could over time erode the overall demand for office space and, in turn, place
downward pressure on occupancy, rental rates and property valuations.
We may encounter a decline in the value of our real estate. The value of our real estate could be adversely affected by
general economic and market conditions connected to a specific property, a market or submarket, a broader economic region or
the office real estate industry. Examples of such conditions include a broader economic recession, declining demand and
decreases in market rental rates and/or market values of real estate assets. If our real estate assets decline in value, it could
result in our recognition of impairment losses. Moreover, a decline in the value of our real estate could adversely affect the
amount of borrowings available to us under future credit facilities and other loans.
We may not be able to compete successfully with other entities that operate in our industry. The commercial real
estate market is highly competitive. We compete for the purchase of commercial property with many entities, including other
publicly traded commercial REITs. Many of our competitors have substantially greater financial resources than we do. If our
competitors prevent us from buying properties that we target for acquisition, we may not be able to meet our property
acquisition goals. Moreover, numerous commercial properties compete with our properties for tenants. Some of the properties
competing with ours may be newer or in more desirable locations, or the competing properties’ owners may be willing to
accept lower rates than are acceptable to us.
Real estate investments are illiquid, and we may not be able to dispose of properties on a timely basis when we
determine it is appropriate to do so. We intend to sell properties to fund our development plans and reduce debt. Real estate
investments can be difficult to sell and convert to cash quickly, especially if market conditions, including real estate lending
conditions, are not favorable. Such illiquidity could limit our ability to quickly change our portfolio of properties in response
to changes in economic or other conditions. Our failure to successfully execute dispositions could adversely affect our ability
to effectively execute our business strategy. Moreover, under certain circumstances, the Internal Revenue Code imposes certain
penalties on a REIT that sells property held for less than two years and limits the number of properties it can sell in a given
year. In addition, for certain of our properties that we acquired by issuing units in COPLP, we are restricted by agreements with
the sellers of the properties for a certain period of time from entering into transactions (such as the sale or refinancing of the
acquired property) that will result in a taxable gain to the sellers without the seller’s consent.
We are dependent on external sources of capital for future growth. Because COPT is a REIT, it must distribute at least
90% of its annual taxable income to its shareholders. Due to this requirement, we are not able to significantly fund our
acquisition, construction and development activities using retained cash flow from operations. Therefore, our ability to fund
these activities is dependent on our ability to access debt or equity capital. Such capital could be in the form of new debt,
common shares, preferred shares, common and preferred units in COPLP or joint venture funding. These capital sources may
not be available on favorable terms or at all. Moreover, additional debt financing may substantially increase our leverage and
subject us to covenants that restrict management’s flexibility in directing our operations, and additional equity offerings may
result in substantial dilution of our equityholders’ interests. Our inability to obtain capital when needed could have a material
adverse effect on our ability to expand our business and fund other cash requirements.
We often use our Revolving Credit Facility to initially finance much of our investing activities and certain financing
activities. We also use other credit facilities to fund a significant portion of our construction activities. Our lenders under these
and other facilities could, for financial hardship or other reasons, fail to honor their commitments to fund our requests for
borrowings under these facilities. If lenders default under these facilities by not being able or willing to fund a borrowing
request, it would adversely affect our ability to access borrowing capacity under these facilities.
We may be unable to successfully execute plans to acquire existing commercial real estate properties. We may
acquire existing commercial real estate properties to the extent that suitable acquisitions can be made on advantageous terms.
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Acquisitions of commercial properties entail risks, such as the risks that we may not be in a position, or have the opportunity in
the future, to make suitable property acquisitions on advantageous terms and/or that such acquisitions will fail to perform as
expected.
We may be exposed to unknown liabilities from acquired properties. We may acquire properties that are subject to
liabilities in situations where we have no recourse, or only limited recourse, against the prior owners or other third parties with
respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we
might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.
Examples of unknown liabilities with respect to acquired properties include, but are not limited to:
•
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•
•
liabilities for clean-up of disclosed or undisclosed environmental contamination;
claims by tenants, vendors or other persons dealing with the former owners of the properties;
liabilities incurred in the ordinary course of business; and
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the
properties.
We may suffer economic harm as a result of making unsuccessful acquisitions in new markets. We may pursue
selective acquisitions of properties in regions where we have not previously owned properties. These acquisitions may entail
risks in addition to those we face in other acquisitions where we are familiar with the regions, such as the risk that we do not
correctly anticipate conditions or trends in a new market and are therefore not able to operate the acquired property profitably.
We may be unable to execute our plans to develop and construct additional properties. Although the majority of our
investments are in currently leased properties, we also develop, construct and redevelop properties, including some that are not
fully pre-leased. When we develop, construct and redevelop properties, we assume the risk that actual costs will exceed our
budgets, that we will experience conditions which delay or preclude project completion and that projected leasing will not
occur. In addition, we generally do not obtain construction financing commitments until the development stage of a project is
complete and construction is about to commence. We may find that we are unable to obtain financing needed to continue with
the construction activities for such projects.
Our data centers may become obsolete. Data centers are much more expensive investments on a per square foot basis
than office properties due to the level of infrastructure required to operate the centers. At the same time, technology, industry
standards and service requirements for data centers are rapidly evolving and, as a result, the risk of investments we make in
data centers becoming obsolete is higher than office properties. Our data centers may become obsolete due to the development
of new systems to deliver power to, or eliminate heat from, the servers housed in the properties, or due to other technological
advances. In addition, we may not be able to efficiently upgrade or change power and cooling systems to meet new demands or
industry standards without incurring significant costs that we may not be able to pass on to our tenants.
Certain of our properties containing data centers contain space not suitable for lease other than as data centers,
which could make it difficult to reposition them for alternative use. Certain of our properties contain data center space,
which is highly specialized space containing extensive electrical and mechanical systems that are designed uniquely to run and
maintain banks of computer servers. As discussed above, our data centers are subject to obsolescence risks. In the event that
we needed to reposition data center space for another use, the renovations required to do so could be difficult and costly, and
we may, as a result, deem such renovations to be impractical.
We may suffer adverse effects as a result of the indebtedness that we carry and the terms and covenants that relate
to this debt. Some of our properties are pledged by us to support repayment of indebtedness. Any foreclosure on our
properties could result in loss of income and asset value. In addition, we rely on borrowings to fund some or all of the costs of
construction and development activities, new property acquisitions and other items. Our organizational documents do not limit
the amount of indebtedness that we may incur.
Payments of principal and interest on our debt may leave us with insufficient cash to operate our properties or pay
distributions to COPT’s shareholders required to maintain its qualification as a REIT. We are also subject to the risks that:
• we may not be able to refinance our existing indebtedness, or may refinance on terms that are less favorable to us than the
•
terms of our existing indebtedness;
in the event of our default under the terms of our Revolving Credit Facility, COPLP could be restricted from making cash
distributions to COPT, which could result in reduced distributions to our equityholders or the need for us to incur
additional debt to fund these distributions; and
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•
if we are unable to pay our debt service on time or are unable to comply with restrictive financial covenants in certain of
our debt, our lenders could foreclose on our properties securing such debt and, in some cases, other properties and assets
that we own.
Some of our unsecured debt is cross-defaulted, which means that failure to pay interest or principal on the debt above a
threshold value will create a default on certain of our other debt.
If interest rates were to rise, our debt service payments on debt with variable interest rates would increase.
As of December 31, 2015, our scheduled debt maturities over the next five years were as follows:
Year
Amount (1)
(in thousands)
2016
2017
2018
2019
2020
$
208,109
3,252
3,400
167,014
315,252
(1) Represents principal maturities only and therefore excludes net debt discounts and deferred financing costs. As of December 31, 2015, maturities include
$43.5 million in 2019 that may be extended to 2020, subject to certain conditions.
Our operations likely will not generate enough cash flow to repay some or all of this debt without additional borrowings, equity
issuances and/or property sales. If we cannot refinance our debt, extend the repayment dates, or raise additional equity prior to
the dates when our debt matures, we would default on our existing debt.
A downgrade in our credit ratings would materially adversely affect our business and financial condition. COPLP’s
Senior Notes are currently rated investment grade by the three major rating agencies. These credit ratings are subject to
ongoing evaluation by the credit rating agencies and can change. Any downgrades in terms of ratings or outlook by the credit
rating agencies would have a material adverse impact on our cost and availability of capital and also have a material adverse
effect on the market price of COPT’s common shares.
We have certain distribution requirements that reduce cash available for other business purposes. Since COPT is a
REIT, it must distribute at least 90% of its annual taxable income, which limits the amount of cash that can be retained for other
business purposes, including amounts to fund acquisitions and development activity. Also, it is possible that because of the
differences between the time we actually receive revenue or pay expenses and the period during which we report those items
for distribution purposes, we may have to borrow funds for COPT to meet the 90% distribution requirement.
We may be unable to continue to make equityholders distributions at expected levels. We expect to make regular
quarterly cash distributions to our equityholders. However, our ability to make such distributions depends on a number of
factors, some of which are beyond our control. Some of our loan agreements contain provisions that could, in the event of
default, restrict future distributions. Our ability to make distributions at expected levels will also be dependent, in part, on
other matters, including, but not limited to:
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continued property occupancy and timely receipt of rent obligations;
the amount of future capital expenditures and expenses relating to our properties;
the level of leasing activity and future rental rates;
the strength of the commercial real estate market;
our ability to compete;
governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or
budgetary reductions or impasses;
our costs of compliance with environmental and other laws;
our corporate overhead levels;
our amount of uninsured losses; and
our decision to reinvest in operations rather than distribute available cash.
In addition, we can make distributions to the holders of our common shares/units only after we make preferential distributions
to holders of our preferred shares/units.
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Our ability to pay distributions may be limited, and we cannot provide assurance that we will be able to pay
distributions regularly. Our ability to pay distributions will depend on a number of things discussed elsewhere herein,
including our ability to operate profitably and generate cash flow from our operations. We cannot guarantee that we will be
able to pay distributions on a regular quarterly basis in the future. Additionally, the terms of some of COPLP’s debt may limit
its ability to make some types of payments and other distributions to COPT in the event of certain default situations. This in
turn may limit our ability to make some types of payments, including payment of distributions on common or preferred shares/
units, unless we meet certain financial tests or such payments or distributions are required to maintain COPT’s qualification as
a REIT. As a result, if we are unable to meet the applicable financial tests, we may not be able to pay distributions in one or
more periods. Furthermore, any new common or preferred shares/units that may in the future be issued for raising capital,
financing acquisitions, share-based compensation arrangements or otherwise will increase the cash required to continue to pay
cash distributions at current levels.
We may incur additional indebtedness, which may harm our financial position and cash flow and potentially impact
our ability to pay distributions to equityholders. Our governing documents do not limit us from incurring additional
indebtedness and other liabilities. As of December 31, 2015, we had $2.1 billion of indebtedness outstanding. We may incur
additional indebtedness and become more highly leveraged, which could harm our financial position.
Our ability to pay distributions is further limited by the requirements of Maryland law. As a Maryland REIT, COPT
may not under applicable Maryland law make a distribution if either of the following conditions exists after giving effect to the
distribution: (1) the REIT would not be able to pay its debts as the debts become due in the usual course of business; or (2) the
REIT’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the REIT were
dissolved at the time of the distribution, to satisfy upon dissolution the rights of equityholders whose preferential rights are
superior to those receiving the distribution. Therefore, we may not be able to make expected distributions to our equityholders
if either of the above described conditions exists for COPT after giving effect to the distribution.
We may issue additional common or preferred shares/units that dilute our equityholders’ interests. We may issue
additional common and preferred shares/units without shareholder approval. Similarly, COPT may cause COPLP to issue its
common or preferred units for contributions of cash or property without approval by the limited partners of COPLP or COPT’s
shareholders. Our existing equityholders’ interests could be diluted if such additional issuances were to occur.
We may suffer economic harm as a result of the actions of our partners in real estate joint ventures and other
investments. We may invest in certain entities in which we are not the exclusive investor or principal decision maker.
Investments in such entities may, under certain circumstances, involve risks not present when a third party is not involved,
including the possibility that the other parties to these investments might become bankrupt or fail to fund their share of required
capital contributions. Our partners in these entities may have economic, tax or other business interests or goals that are
inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor the other
parties to these investments may have full control over the entity. In addition, we may in certain circumstances be liable for the
actions of the other parties to these investments.
We may be subject to possible environmental liabilities. We are subject to various Federal, state and local
environmental laws, including air and water quality, hazardous or toxic substances and health and safety. These laws can
impose liability on current and prior property owners or operators for the costs of removal or remediation of hazardous
substances released on a property, even if the property owner was not responsible for, or even aware of, the release of the
hazardous substances. Costs resulting from environmental liability could be substantial. The presence of hazardous substances
on our properties may also adversely affect occupancy and our ability to sell or borrow against those properties. In addition to
the costs of government claims under environmental laws, private plaintiffs may bring claims for personal injury or other
reasons. Additionally, various laws impose liability for the costs of removal or remediation of hazardous substances at the
disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances at such a facility is
potentially liable under such laws. These laws often impose liability on an entity even if the facility was not owned or operated
by the entity.
Although most of our properties have been subject to varying degrees of environmental assessment, many of these
assessments are limited in scope and may not include or identify all potential environmental liabilities or risks associated with
the property. Identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or
known scope of contamination, discovery of additional sites, human exposure to the contamination or changes in cleanup or
compliance requirements could result in significant costs to us.
15
Terrorist attacks may adversely affect the value of our properties, our financial position and cash flows. We have
significant investments in properties located in large metropolitan areas and near military installations. Future terrorist attacks
could directly or indirectly damage our properties or cause losses that materially exceed our insurance coverage. After such an
attack, tenants in these areas may choose to relocate their businesses to areas of the United States that may be perceived to be
less likely targets of future terrorist activity, and fewer customers may choose to patronize businesses in these areas. This in
turn would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force
us to lease space on less favorable terms.
We may be subject to other possible liabilities that would adversely affect our financial position and cash flows. Our
properties may be subject to other risks related to current or future laws, including laws benefiting disabled persons, state or
local laws relating to zoning, construction, fire and life safety requirements and other matters. These laws may require
significant property modifications in the future and could result in the levy of fines against us. In addition, although we believe
that we adequately insure our properties, we are subject to the risk that our insurance may not cover all of the costs to restore a
property that is damaged by a fire or other catastrophic events, including acts of war or, as mentioned above, terrorism.
We may be subject to increased costs of insurance and limitations on coverage, particularly regarding acts of
terrorism. Our portfolio of properties is insured for losses under our property, casualty and umbrella insurance policies
through September 30, 2016. These policies include coverage for acts of terrorism. Future changes in the insurance industry’s
risk assessment approach and pricing structure may increase the cost of insuring our properties and decrease the scope of
insurance coverage. Most of our loan agreements contain customary covenants requiring us to maintain insurance. Although
we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an
equivalent amount of coverage at reasonable costs, or at all, in the future. In addition, if lenders insist on greater coverage than
we are able to obtain, it could adversely affect our ability to finance and/or refinance our properties and execute our growth
strategies.
Our business could be adversely affected by a negative audit by the United States Government. Agencies of the
United States, including the Defense Contract Audit Agency and various agency Inspectors General, routinely audit and
investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and
compliance with applicable laws, regulations, and standards. The United States Government also reviews the adequacy of, and
a contractor’s compliance with, its internal control systems and policies. Any costs found to be misclassified may be subject to
repayment. If an audit or investigation uncovers improper or illegal activities, we may be subject to civil or criminal penalties
and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, and
suspension or prohibition from doing business with the United States Government. In addition, we could suffer serious
reputational harm if allegations of impropriety were made against us.
Our business could be adversely affected by security breaches through cyber attacks, cyber intrusions or otherwise.
We face risks associated with security breaches and other significant disruptions of our information technology networks and
related systems, which are essential to our business operations. Such breaches and disruptions may occur through cyber attacks
or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or
persons with access to systems inside our organization. Because of our concentration on serving United States Government
agencies and their contractors with a general focus on national security and information technology, we may be especially
likely to be targeted by cyber attacks, including by governments, organizations or persons hostile to our government. Despite
our activities to maintain the security and integrity of our networks and related systems, as well as purchasing available
insurance coverage, there can be no absolute assurance that these activities will be effective in mitigating these risks. A
security breach involving our networks and related systems could disrupt our operations in numerous ways, including by
creating difficulties for our tenants that may reflect poorly on us.
COPT’s ownership limits are important factors. COPT’s Declaration of Trust limits ownership of its common shares
by any single shareholder to 9.8% of the number of the outstanding common shares or 9.8% of the value of the outstanding
common shares, whichever is more restrictive. COPT’s Declaration of Trust also limits ownership by any single shareholder of
our common and preferred shares in the aggregate to 9.8% of the aggregate value of the outstanding common and preferred
shares. We call these restrictions the “Ownership Limit.” COPT’s Declaration of Trust allows our Board of Trustees to exempt
shareholders from the Ownership Limit. The Ownership Limit and the restrictions on ownership of our common shares may
delay or prevent a transaction or a change of control that might involve a premium price for our common shares/units or
otherwise be in the best interest of our equityholders.
COPT’s Declaration of Trust includes other provisions that may prevent or delay a change of control. Subject to the
requirements of the New York Stock Exchange, our Board of Trustees has the authority, without shareholder approval, to issue
additional securities on terms that could delay or prevent a change in control. In addition, our Board of Trustees has the
16
authority to reclassify any of our unissued common shares into preferred shares. Our Board of Trustees may issue preferred
shares with such preferences, rights, powers and restrictions as our Board of Trustees may determine, which could also delay or
prevent a change in control.
The Maryland business statutes impose potential restrictions that may discourage a change of control of our
company. Various Maryland laws may have the effect of discouraging offers to acquire us, even if the acquisition would be
advantageous to equityholders. Resolutions adopted by our Board of Trustees and/or provisions of our bylaws exempt us from
such laws, but our Board of Trustees can alter its resolutions or change our bylaws at any time to make these provisions
applicable to us.
COPT’s failure to qualify as a REIT would have adverse tax consequences, which would substantially reduce funds
available to make distributions to our equityholders. We believe that COPT has qualified for taxation as a REIT for Federal
income tax purposes since 1992. We plan for COPT to continue to meet the requirements for taxation as a REIT. Many of
these requirements, however, are highly technical and complex. The determination that we are a REIT requires an analysis of
various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least
95% of COPT’s gross income must come from certain sources that are specified in the REIT tax laws. COPT is also required
to distribute to shareholders at least 90% of its REIT taxable income (excluding capital gains). The fact that COPT holds most
of its assets through COPLP and its subsidiaries further complicates the application of the REIT requirements. Even a technical
or inadvertent mistake could jeopardize COPT’s REIT status. Furthermore, Congress and the Internal Revenue Service might
make changes to the tax laws and regulations and the courts might issue new rulings that make it more difficult or impossible
for COPT to remain qualified as a REIT.
If COPT fails to qualify as a REIT, it would be subject to Federal income tax at regular corporate rates. Also, unless the
Internal Revenue Service granted us relief under certain statutory provisions, COPT would remain disqualified as a REIT for
four years following the year it first fails to qualify. If COPT fails to qualify as a REIT, it would have to pay significant income
taxes and would therefore have less money available for investments or for distributions to our equityholders. In addition, if
COPT fails to qualify as a REIT, it will no longer be required to pay distributions to shareholders. As a result of all these
factors, COPT’s failure to qualify as a REIT could impair our ability to expand our business and raise capital and would likely
have a significant adverse effect on the value of our shares/units.
We could face possible adverse changes in tax laws, which may result in an increase in our tax liability. From time to
time, changes in state and local tax laws or regulations are enacted that may result in an increase in our tax liability. The shortfall
in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If
such changes occur, we may be required to pay additional taxes on our assets or income.
A number of factors could cause our security prices to decline. As is the case with any publicly-traded securities,
certain factors outside of our control could influence the value of COPT’s common and preferred shares. These conditions
include, but are not limited to:
• market perception of REITs in general and office REITs in particular;
• market perception regarding our major tenants and sector concentrations;
•
•
•
•
•
• market perception of our financial condition, performance, dividends and growth potential; and
•
the level of institutional investor interest in COPT;
general economic and business conditions;
prevailing interest rates;
our financial performance;
our underlying asset value;
adverse changes in tax laws.
We may experience significant losses and harm to our financial condition if financial institutions holding our cash
and cash equivalents file for bankruptcy protection. We believe that we maintain our cash and cash equivalents with high
quality financial institutions. We have not experienced any losses to date on our deposited cash. However, we may incur
significant losses and harm to our financial condition in the future if any of these financial institutions files for bankruptcy
protection.
Item 1B. Unresolved Staff Comments
None
17
Item 2. Properties
The following table provides certain information about our office property segments as of December 31, 2015 (dollars and
square feet in thousands, except per square foot amounts):
Segment
Defense/IT Locations:
Fort Meade/BW Corridor:
National Business Park (Annapolis Junction, MD)
Howard County, MD
Other
Subtotal / Average
Northern Virginia Defense/IT
Lackland Air Force Base
Navy Support Locations
Redstone Arsenal
Data Center Shells
Defense/IT Locations Subtotal / Average
Regional Office (4)
Other Properties (5)
Total Portfolio
Number of
Buildings
Rentable
Square Feet
Occupancy (1)
Annualized
Rental
Revenue (2)
Annualized Rental
Revenue per
Occupied Square
Foot (2)(3)
29
33
28
90
13
7
21
6
9
146
24
7
177
3,485
2,695
1,998
8,178
1,934
953
1,262
632
1,415
14,374
3,202
477
18,053
97.4 % $
94.6 %
89.5 %
94.5 %
81.9 %
100.0 %
72.1 %
97.0 %
100.0 %
91.9 %
95.4 %
57.3 %
91.6% $
126,271
68,916
47,149
242,336
50,567
40,672
25,333
13,262
22,805
394,975
86,996
6,691
488,662
$37.19
27.04
26.37
31.35
31.91
42.68
27.85
21.63
16.11
29.91
28.48
24.45
$29.55
(1) This percentage is based upon all rentable square feet under lease terms that were in effect as of December 31, 2015.
(2) Annualized rental revenue is the monthly contractual base rent as of December 31, 2015 (ignoring free rent then in effect) multiplied by
12, plus the estimated annualized expense reimbursements under existing leases. We consider annualized rental revenue to be a useful
measure for analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue
associated with periods in which lease terms were not in effect; historical revenue under generally accepted accounting principles does
contain such fluctuations. We find the measure particularly useful for leasing, tenant, segment and industry analysis.
(3) Annualized rental revenue per occupied square foot is a property’s annualized rental revenue divided by that property’s occupied square
feet as of December 31, 2015. Our computation of annualized rental revenue excludes the effect of lease incentives. The annualized
rent per occupied square foot, including the effect of lease incentives, was $29.37 for our total office portfolio, $31.26 for Fort Meade/
BW Corridor (our largest Defense/IT Location subsector) and $28.29 for our Regional Office portfolio.
(4) Includes 13 properties classified as held for sale as of December 31, 2015.
(5) Includes two properties classified as held for sale as of December 31, 2015.
18
The following table provides certain information about our office properties that were under, or contractually committed for,
construction, or had redevelopment underway, or otherwise approved, as of December 31, 2015 (dollars and square feet in thousands):
Property and Location
Submarket
Under Construction
Fort Meade/Baltimore/Washington Corridor:
National
310 Sentinel Way
Annapolis Junction, Maryland
Business Park
7880 Milestone Parkway
Hanover, Maryland
540 National Business Parkway
Annapolis Junction, Maryland
Subtotal / Average
Arundel
Preserve
National
Business Park
Data Center Shells:
Patriot Point - DC 15
Ashburn, Virginia
Patriot Point - DC 16
Ashburn, Virginia
Patriot Point - DC 17 (2)
Ashburn, Virginia
Subtotal / Average
Northern Virginia Defense/IT:
NOVA Office B
Northern Virginia
NOVA Office D
Northern Virginia
Subtotal / Average
Redstone Arsenal:
2100 Redstone Gateway
Huntsville, Alabama
Total Under Construction
Ashburn
Crossing
Ashburn
Crossing
Ashburn
Crossing
Other
Virginia
Other
Virginia
Redstone
Gateway
Under Redevelopment
Fort Meade/Baltimore/Washington Corridor:
6708 Alexander Bell Drive
Howard County
Columbia, MD
Perimeter
7134 Columbia Gateway Drive
Howard County
Columbia, MD
Perimeter
1201 Winterson Road (AS 13)
Linthicum, MD
Airport Landing - Retail Buildings
Linthicum, MD
Airport Landing - Pad Site
Linthicum, MD
Total Under Redevelopment
Airport
Square
Airport
Square
Airport
Square
Estimated
Rentable
Square Feet
Upon
Completion
Percentage
Leased
Calendar
Quarter of
Anticipated
Completion
Costs
Incurred to
Date (1)
Estimated
Costs to
Complete (1)
191
120
145
456
149
149
149
447
161
240
401
19
0 %
1Q 2016
$
38,838
$
15,514
74 %
3Q 2016
29,356
2,179
49 %
4Q 2017
12,636
31,076
35 %
80,830
48,769
100 %
1Q 2016
19,482
10,268
100 %
2Q 2016
16,478
13,362
100 %
3Q 2016
6,550
16,120
100 %
42,510
39,750
0 %
2Q 2016
30,336
11,164
100 %
1Q 2018
8,473
38,052
60 %
38,809
49,216
58 %
2Q 2017
2,677
2,356
1,323
65%
$
164,826
$
140,091
52
22
68
14
N/A
156
0 %
1Q 2016
$
7,918
$
3,390
0 %
1Q 2017
1,923
0 %
1Q 2017
10,100
56 %
3Q 2017
100 %
4Q 2016
1,488
259
2,226
5,751
4,895
405
8%
$
21,688
$
16,667
(1) Includes land, construction, leasing costs and allocated portion of structured parking and other shared infrastructure, if applicable.
(2) This property became 100% leased on January 8, 2016.
19
The following table provides certain information about our land held or under pre-construction as of December 31, 2015,
including properties under ground lease to us (square feet in thousands):
Segment
Defense IT Locations:
Fort Meade/BW Corridor:
National Business Park
Howard County
Other
Total Fort Meade/BW Corridor
NoVA Defense/IT
Lackland AFB
Navy Support Locations
Redstone Arsenal (1)
Total Defense/IT Locations
Regional Office
Total land owned/controlled for future development
Other land owned/controlled
Land held for sale
Total land owned/controlled
Acres
Estimated
Developable
Square Feet
233
27
143
403
64
68
44
428
1,007
52
1,059
282
98
1,439
1,956
590
1,629
4,175
1,614
1,033
109
4,084
11,015
1,613
12,628
3,278
1,675
17,581
(1) This land is owned by the Unites States Government and is under a long term enhanced-use lease to us. We are not required to pay rent on
the individual land sites included in this lease until tenants of properties completed on such land sites begin paying rent.
The following table provides certain information about our wholesale data center property as of December 31, 2015 (square
feet in thousands):
Property and Location
9651 Hornbaker Road - Manassas, VA
Year Built
2010
Critical Load (in
megawatts)
19.25
Megawatts
Leased
17.81
20
Lease Expirations
The following table provides a summary schedule of the lease expirations for leases in place at our office properties as of
December 31, 2015, assuming that none of the tenants exercise any early termination rights. This analysis includes the effect
of early renewals completed on existing leases but excludes the effect of new tenant leases on 209,000 square feet executed
but yet to commence as of December 31, 2015 (dollars and square feet in thousands, except per square foot amounts):
Year of Lease Expiration (1)
Number of
Leases
Expiring
Square Footage
of Leases
Expiring
Percentage of
Total
Occupied
Square Feet
Annualized
Rental
Revenue of
Expiring
Leases (2)
(in thousands)
Percentage of
Total
Annualized
Rental Revenue
Expiring (2)
Total Annualized
Rental Revenue
of Expiring
Leases Per
Occupied Square
Foot
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2030
105
85
98
94
100
51
24
27
16
26
9
1
1
3
1,368
1,858
2,361
2,221
2,395
1,198
989
884
772
1,752
379
32
127
199
8.3 % $
11.2 %
14.3 %
13.4 %
14.5 %
7.2 %
6.0 %
5.3 %
4.7 %
10.6 %
2.3 %
0.2 %
0.8 %
1.2 %
40,830
57,284
73,200
69,194
71,797
34,950
31,004
19,810
17,879
53,571
9,660
900
3,765
4,818
8.4%
11.7%
15.0%
14.2%
14.7%
7.1%
6.3%
4.0%
3.6%
11.0%
2.0%
0.2%
0.8%
1.0%
$29.86
30.83
31.00
31.15
29.98
29.18
31.34
22.41
23.15
30.58
25.46
27.78
29.70
24.22
Total/Weighted Average
640
16,535
100.0 % $
488,662
100.0%
$29.55
With regard to leases expiring in 2016, we believe that the weighted average annualized rental revenue per occupied square
foot for such leases as of December 31, 2015 was, on average, approximately 2% to 3% higher than estimated current market
rents for the related space, with specific results varying by market.
The following table provides a summary schedule of the lease expirations for leases in place at our wholesale data center
property as of December 31, 2015 (dollars and square feet in thousands):
Year of Lease Expiration (1)
2016
2018
2019
2020
2022
Total/Weighted Average
Number of
Leases
Expiring
2
2
1
2
1
8
Raised Floor
Square Footage
Expiring
Critical Load
Leased (in
megawatts)
22
1
6
19
6
54
4.00
0.26
1.00
11.55
1.00
17.81
Critical Load
Used (in
megawatts)
2.00
0.26
1.00
13.38
1.00
17.64
Annualized
Rental Revenue
of Expiring
Leases (2)
$
$
4,320
527
2,228
13,343
1,521
21,939
(1) The leasing statistics set forth above assume no exercise of any existing early termination rights. Most of the leases with our largest tenant, the United States
Government, provide for consecutive one-year terms; all of the leasing statistics set forth above assume that the United States Government will remain in the
space that they lease through the end of the respective arrangements, without ending consecutive one-year leases prematurely.
(2) Annualized rental revenue is the monthly contractual base rent as of December 31, 2015 multiplied by 12, plus the estimated annualized expense
reimbursements under existing office leases. Our computation of annualized rental revenue excludes the effect of lease incentives, although the effect of this
exclusion is generally not material.
21
Item 3. Legal Proceedings
We are not currently involved in any material litigation nor, to our knowledge, is any material litigation currently
threatened against the Company or the Operating Partnership (other than routine litigation arising in the ordinary course of
business, substantially all of which is expected to be covered by liability insurance).
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
COPT’s common shares trade on the New York Stock Exchange (“NYSE”) under the symbol “OFC.” The table below
shows the range of the high and low sale prices for COPT’s common shares as reported on the NYSE, as well as the quarterly
common share dividends per share declared:
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Price Range
Low
$23.55
$26.18
$25.53
$25.29
High
$27.28
$29.09
$29.44
$29.24
Price Range
Low
$28.26
$23.47
$20.13
$20.82
High
$30.94
$29.87
$24.81
$23.96
Dividends
Per Share
$0.2750
$0.2750
$0.2750
$0.2750
Dividends
Per Share
$0.2750
$0.2750
$0.2750
$0.2750
The number of holders of record of COPT’s common shares was 489 as of December 31, 2015. This number does not
include shareholders whose shares are held of record by a brokerage house or clearing agency, but does include any such
brokerage house or clearing agency as one record holder.
COPT pays dividends at the discretion of its Board of Trustees. COPT’s ability to pay cash dividends will be dependent
upon: (1) the cash flow generated from our operations; (2) cash generated or used by our financing and investing activities; and
(3) the annual distribution requirements under the REIT provisions of the Code described above and such other factors as the
Board of Trustees deems relevant. COPT’s ability to make cash dividends will also be limited by the terms of COPLP’s
Partnership Agreement, as well as by limitations imposed by state law. In addition, COPT is prohibited from paying cash
dividends in excess of the amount necessary for it to qualify for taxation as a REIT if a default or event of default exists
pursuant to the terms of our Revolving Credit Facility; this restriction does not currently limit COPT’s ability to pay dividends,
and COPT does not believe that this restriction is reasonably likely to limit its ability to pay future dividends because it expects
to comply with the terms of our Revolving Credit Facility.
There is no established public trading market for COPLP’s partnership units. Quarterly common unit distributions per unit
were the same as quarterly common dividends per share declared by COPT. As of December 31, 2015, there were 36 holders
of record of COPLP’s common units.
22
COPT’s Common Shares Performance Graph
The graph and the table set forth below assume $100 was invested on December 31, 2010 in COPT’s common shares. The
graph and the table compare the cumulative return (assuming reinvestment of dividends) of this investment with a $100
investment at that time in the S&P 500 Index or the All Equity REIT Index of the National Association of Real Estate
Investment Trusts (“NAREIT”):
Index
Corporate Office Properties Trust
S&P 500
NAREIT All Equity REIT Index
12/31/10
$ 100.00
100.00
100.00
$
12/31/11
64.79
102.11
108.28
$
12/31/12
79.78
118.45
129.62
$
12/31/13
79.07
156.82
133.32
$
12/31/14
98.59
178.28
170.68
$
12/31/15
79.45
180.75
175.51
Period Ended
23
Item 6. Selected Financial Data
The following tables set forth summary historical consolidated financial data and operating data for COPT and COPLP and
their respective subsidiaries as of and for each of the years ended December 31, 2011 through 2015. You should read the
following summary historical financial data in conjunction with the consolidated historical financial statements and notes
thereto of COPT and its subsidiaries and COPLP and its subsidiaries and the section of this report entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” for additional information.
Corporate Office Properties Trust and Subsidiaries
(in thousands, except per share data and number of properties)
Revenues
Revenues from real estate operations (1)
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses (1)
Depreciation and amortization associated with real estate
operations (1)
Construction contract and other service expenses
Impairment losses (1)
General, administrative and leasing expenses (1)
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense (1)
Interest and other income
Gain (loss) on early extinguishment of debt
Loss on interest rate derivatives
Income (loss) from continuing operations before equity in
income (loss) of unconsolidated entities and income taxes
Equity in income (loss) of unconsolidated entities
Income tax (expense) benefit
Income (loss) from continuing operations
Discontinued operations (1)(2)
Income (loss) before gain on sales of real estate
Gain on sales of real estate, net of income taxes (3)
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to COPT
Preferred share dividends
Issuance costs associated with redeemed preferred shares (4)
Net income (loss) attributable to COPT common
shareholders
Basic earnings per common share (5)
Income (loss) from continuing operations
Net income (loss)
Diluted earnings per common share (5)
Income (loss) from continuing operations
Net income (loss)
2015
2014
2013
2012
2011
$ 519,064
106,402
625,466
$ 479,725
106,748
586,473
$ 460,997
62,363
523,360
$ 434,299
73,836
508,135
$ 408,611
84,345
492,956
194,494
179,934
167,199
159,206
154,375
140,025
102,696
23,289
31,361
13,507
505,372
120,094
(89,074)
4,517
85,275
—
120,812
62
(199)
120,675
156
120,831
68,047
188,878
(10,578)
178,300
(14,210)
—
$ 164,090
$
$
$
$
1.74
1.74
1.74
1.74
$
$
$
$
$
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
—
34,590
229
(310)
34,509
26
34,535
10,671
45,206
(4,951)
40,255
(15,939)
(1,769)
22,547
0.25
0.25
0.25
0.25
113,214
58,875
5,857
30,869
5,436
381,450
141,910
(82,010)
3,834
(27,030)
—
36,704
2,110
(1,978)
36,836
55,692
92,528
9,016
101,544
(7,837)
93,707
(19,971)
(2,904)
70,832
0.21
0.83
0.21
0.83
$
$
$
$
$
107,998
70,576
43,678
31,900
5,711
419,069
89,066
(86,401)
7,172
(943)
—
8,894
(546)
(381)
7,967
12,353
20,320
21
20,341
636
20,977
(20,844)
(1,827)
107,003
81,639
83,213
30,306
6,122
462,658
30,298
(90,037)
5,603
(1,639)
(29,805)
(85,580)
(331)
6,710
(79,201)
(51,107)
(130,308)
2,732
(127,576)
8,148
(119,428)
(16,102)
—
$
$
$
$
$
(1,694) $ (135,530)
(0.19) $
(0.03) $
(0.19) $
(0.03) $
(1.28)
(1.97)
(1.28)
(1.97)
Weighted average common shares outstanding – basic
Weighted average common shares outstanding – diluted
93,914
97,667
88,092
88,263
85,167
85,224
73,454
73,454
69,382
69,382
24
Balance Sheet Data (as of year end):
Total properties, net
Total assets (6)
Debt (6)
Total liabilities (6)
Redeemable noncontrolling interests
Total equity
Other Financial Data (for the year ended):
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
Numerator for diluted EPS
Diluted funds from operations (7)
Diluted funds from operations per share (7)
Cash dividends declared per common share
Property Data (as of year end):
Number of properties owned (8)
Total rentable square feet owned (8)
2015
2014
2013
2012
2011
$ 3,349,748
$ 3,909,312
$ 2,077,752
$ 2,273,530
$
19,218
$ 1,616,564
$ 3,296,914
$ 3,664,236
$ 1,914,036
$ 2,124,935
$
18,417
$ 1,520,884
$ 3,214,301
$ 3,621,251
$ 1,919,002
$ 2,106,244
$
17,758
$ 1,497,249
$ 3,163,044
$ 3,641,935
$ 2,007,344
$ 2,195,138
$
10,298
$ 1,436,499
$ 3,352,975
$ 3,850,133
$ 2,412,881
$ 2,635,326
$
8,908
$ 1,205,899
$
$
158,979
204,008
$
193,885
$
$ (307,532) $ (209,689) $ (119,790) $
$
$
$
$
$
(32,492) $
$
22,115
$
155,296
$
1.69
$
1.10
157,757
169,787
249,454
2.55
1.10
4,590
70,418
214,149
2.40
1.10
191,838
13,744
$ (200,547) $
$
$
$
$
152,143
$
$ (260,387)
103,701
(2,163) $ (136,567)
53,062
$
0.72
$
1.65
$
165,720
2.13
1.10
$
$
$
$
$
177
18,053
173
16,790
183
17,370
208
18,831
238
20,514
(1) Certain prior period amounts pertaining to properties included in discontinued operations have been reclassified to conform with
the current presentation. These reclassifications did not affect consolidated net income or shareholders’ equity.
(2) Includes income derived from 23 operating properties disposed in 2011, 35 operating properties disposed in 2012 and 31 operating
properties disposed in 2013 (see Note 18 to our consolidated financial statements).
(3) Reflects gain from sales of properties and unconsolidated real estate joint ventures not associated with discontinued operations.
(4) Reflects a decrease to net income available to common shareholders pertaining to the original issuance costs recognized upon the
redemption of the Series G Preferred Shares in 2012, Series J Preferred Shares in 2013 and Series H Preferred Shares in 2014.
(5) Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of COPT.
(6) Prior period amounts include retrospective adjustments to reclassify net deferred financing costs in connection with recent
accounting guidance adopted in 2015.
(7) For definitions of diluted funds from operations per share and diluted funds from operations and reconciliations of these measures
to their comparable measures under generally accepted accounting principles, you should refer to the section entitled “Funds from
Operations” within the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
(8) Amounts reported reflect only operating office properties.
25
Corporate Office Properties, L.P. and Subsidiaries
(in thousands, except per share data and number of properties)
Revenues
Revenues from real estate operations (1)
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses (1)
Depreciation and amortization associated with real estate
operations (1)
Construction contract and other service expenses
Impairment losses (1)
General, administrative and leasing expenses (1)
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense (1)
Interest and other income
Gain (loss) on early extinguishment of debt
Loss on interest rate derivatives
Income (loss) from continuing operations before equity in
income (loss) of unconsolidated entities and income taxes
Equity in income (loss) of unconsolidated entities
Income tax (expense) benefit
Income (loss) from continuing operations
Discontinued operations (1)(2)
Income (loss) before gain on sales of real estate
Gain on sales of real estate, net of income taxes (3)
Net income (loss)
Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to COPLP
Preferred unit distributions
Issuance costs associated with redeemed preferred units (4)
Net income (loss) attributable to COPLP common
unitholders
Basic earnings per common unit (5)
Income (loss) from continuing operations
Net income (loss)
Diluted earnings per common unit (5)
Income (loss) from continuing operations
Net income (loss)
2015
2014
2013
2012
2011
$ 519,064
106,402
625,466
$ 479,725
106,748
586,473
$ 460,997
62,363
523,360
$ 434,299
73,836
508,135
$ 408,611
84,345
492,956
194,494
179,934
167,199
159,206
154,375
140,025
102,696
23,289
31,361
13,507
505,372
120,094
(89,074)
4,517
85,275
—
120,812
62
(199)
120,675
156
120,831
68,047
188,878
(3,520)
185,358
(14,870)
—
$ 170,488
$
$
$
$
1.74
1.74
1.74
1.74
$
$
$
$
$
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
—
34,590
229
(310)
34,509
26
34,535
10,671
45,206
(3,276)
41,930
(16,599)
(1,769)
23,562
0.25
0.25
0.25
0.25
113,214
58,875
5,857
30,869
5,436
381,450
141,910
(82,010)
3,834
(27,030)
—
36,704
2,110
(1,978)
36,836
55,692
92,528
9,016
101,544
(3,907)
97,637
(20,631)
(2,904)
74,102
0.21
0.83
0.21
0.83
$
$
$
$
$
107,998
70,576
43,678
31,900
5,711
419,069
89,066
(86,401)
7,172
(943)
—
8,894
(546)
(381)
7,967
12,353
20,320
21
20,341
507
20,848
(21,504)
(1,827)
107,003
81,639
83,213
30,300
6,122
462,652
30,304
(90,037)
5,603
(1,639)
(29,805)
(85,574)
(331)
6,710
(79,195)
(51,107)
(130,302)
2,732
(127,570)
244
(127,326)
(16,762)
—
$
$
$
$
$
(2,483) $ (144,088)
(0.19) $
(0.04) $
(0.19) $
(0.04) $
(1.29)
(2.00)
(1.29)
(2.00)
Weighted average common units outstanding – basic
Weighted average common units outstanding – diluted
97,606
97,667
91,989
92,160
89,036
89,093
77,689
77,689
72,564
72,564
26
Balance Sheet Data (as of year end):
Total properties, net
Total assets (6)
Debt (6)
Total liabilities (6)
Redeemable noncontrolling interests
Total equity
Other Financial Data (for the year ended):
Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
Numerator for diluted EPU
Cash distributions declared per common unit
Property Data (as of year end):
Number of properties owned (7)
Total rentable square feet owned (7)
2015
2014
2013
2012
2011
$ 3,349,748
$ 3,903,549
$ 2,077,752
$ 2,267,767
$
19,218
$ 1,616,564
$ 3,296,914
$ 3,658,354
$ 1,914,036
$ 2,119,053
$
18,417
$ 1,520,884
$ 3,214,301
$ 3,613,784
$ 1,919,002
$ 2,098,777
$
17,758
$ 1,497,249
$ 3,163,044
$ 3,635,159
$ 2,007,344
$ 2,188,362
$
10,298
$ 1,436,499
$ 3,352,975
$ 3,842,545
$ 2,412,881
$ 2,627,738
$
8,908
$ 1,205,899
$
$
158,979
204,008
$
193,885
$
$ (307,532) $ (209,689) $ (119,790) $
$
$
$
(32,492) $
$
23,130
$
1.10
157,757
169,782
1.10
4,590
73,688
1.10
191,838
13,744
$ (200,547) $
$
$
152,149
$
$ (260,387)
103,695
(2,952) $ (145,125)
1.65
$
$
$
$
1.10
177
18,053
173
16,790
183
17,370
208
18,831
238
20,514
(1) Certain prior period amounts pertaining to properties included in discontinued operations have been reclassified to conform with
the current presentation. These reclassifications did not affect consolidated net income or shareholders’ equity.
(2) Includes income derived from 23 operating properties disposed in 2011, 35 operating properties disposed in 2012 and 31 operating
properties disposed in 2013 (see Note 18 to our consolidated financial statements).
(3) Reflects gain from sales of properties and unconsolidated real estate joint ventures not associated with discontinued operations.
(4) Reflects a decrease to net income available to common shareholders pertaining to the original issuance costs recognized upon the
redemption of the Series G Preferred Units in 2012, Series J Preferred Units in 2013 and Series H Preferred Units in 2014.
(5) Basic and diluted earnings per common unit are calculated based on amounts attributable to common unitholders of COPLP.
(6) Prior period amounts include retrospective adjustments to reclassify net deferred financing costs in connection with recent
accounting guidance adopted in 2015.
(7) Amounts reported reflect only operating office properties.
27
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should refer to our consolidated financial statements and the notes thereto and our Selected Financial Data table as
you read this section.
This section contains “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995,
that are based on our current expectations, estimates and projections about future events and financial trends affecting the
financial condition and operations of our business. 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 we cannot predict with accuracy
and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections
reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance
that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from
those discussed in the forward-looking statements. Important factors that may affect these expectations, estimates and
projections include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
general economic and business conditions, which will, among other things, affect office property and data center demand
and rents, tenant creditworthiness, interest rates, financing availability and property values;
adverse changes in the real estate markets, including, among other things, increased competition with other companies;
governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or
budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or a curtailment of
demand for additional space by our strategic customers;
our ability to borrow on favorable terms;
risks of real estate acquisition and development activities, including, among other things, risks that development projects
may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs
may be greater than anticipated;
risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their
financial obligations as investors or may take actions that are inconsistent with our objectives;
changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either
of which could result in recognition of significant impairment losses;
our ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and
partnerships;
the dilutive effects of issuing additional common shares;
our ability to achieve projected results; and
environmental requirements.
We undertake no obligation to update or supplement forward-looking statements.
Overview
Our revenues relating to real estate operations are derived from rents and property operating expense reimbursements
earned from tenants leasing space in our properties. Most of our expenses relating to our real estate operations take the form of
property operating costs (such as real estate taxes, utilities and repairs and maintenance) and depreciation and amortization
associated with our operating properties. Most of our profitability from real estate operations depends on our ability to
maintain high levels of occupancy and increase rents, which is affected by a number of factors, including, among other things,
our tenants’ ability to fulfill their lease obligations and their continuing space needs based on variables such as employment
levels, business confidence, competition, general economic conditions of the markets in which we operate and governmental
actions and initiatives.
Due to our Defense/IT Locations strategy, a large concentration of our revenue is derived from several large tenants. As of
December 31, 2015, 63.8% of our annualized rental revenue (as defined below) from office properties was from our 20 largest
tenants, 41.9% from our four largest tenants and 29.0% from our largest tenant, the United States Government. In addition,
80.8% of the total annualized rental revenue of our office properties was from Defense/IT Locations properties.
In 2015, we believe that we improved both the strategic focus and quality of our property portfolio through development,
acquisition and disposition activities. For our Defense/IT Locations, we
•
placed into service an aggregate of 897,000 square feet in seven newly constructed properties that were 100.0% leased as
of December 31, 2015, including three data center shells totaling 421,000 square feet; and
28
•
acquired 2600 Park Tower Drive, a 237,000 square foot property in a transportation-served, urban-like submarket of
Northern Virginia that was 100% leased, for $80.5 million on April 15, 2015 primarily using borrowings from our
Revolving Credit Facility.
For our Regional Office portfolio, we:
•
acquired the following properties in the heart of Baltimore City’s central business district:
250 W. Pratt Street, a 367,000 square foot property that was 96.2% leased, for $61.8 million on March 19, 2015
primarily using borrowings from our Revolving Credit Facility; and
100 Light Street, a 558,000 square foot office property in Baltimore, Maryland that was 93.5% leased, and its
structured parking garage, 30 Light Street, for $121.2 million on August 7, 2015. In connection with that acquisition,
we assumed a $55.0 million mortgage loan, and funded the balance primarily using borrowings from our Revolving
Credit Facility; and
•
sold seven suburban office properties (five in Baltimore County, Maryland and two in Northern Virginia) totaling 932,000
square feet that were 100% leased upon disposition and land for $198.5 million. The office properties were not located in
transportation-served, urban or urban-like locations, and therefore were not deemed to be as strategic as the properties we
acquired. While most of the proceeds from these sales were used to repay borrowings under our Revolving Credit Facilty
and for general corporate purposes, we also held $57.2 million in cash from these sales as of December 31, 2015 that we
expect to use in 2016 to fund development activities.
Our capital activities in 2015 focused on funding our development and acquisition activities and extending our debt
maturities by:
•
•
•
•
•
completing the property sales discussed above;
issuing $300.0 million of 5.000% Senior Notes, which are unsecured and guaranteed by COPT, on June 29, 2015 at an
initial offering price of 99.510% of their face value. The proceeds from the offering, after deducting underwriting
discounts but before other offering expenses, were approximately $296.6 million. We used the net proceeds of the offering
to repay borrowings under our Revolving Credit Facility;
entering into an unsecured term loan agreement with an initial commitment of $250.0 million, of which we borrowed
$100.0 million. We used the proceeds to repay term loan debt previously scheduled to mature in 2016. We have until
September 2016 to draw the remaining $150.0 million of the initial commitment, which we expect to use to repay most of
our debt maturing in 2016;
disposing of two office properties in Northern Virgina totaling 665,000 square feet that secured a $150.0 million
nonrecourse mortgage loan. On August 28, 2015, ownership in these properties was transferred to the mortgage lender and
we removed the debt obligation and accrued interest from our balance sheet; and
issuing 890,241 COPT common shares at a weighted average price of $30.29 per share under its at-the-market stock
offering program established in October 2012. Net proceeds from the shares issued totaled $26.6 million. The net
proceeds from the shares issued were contributed to COPLP in exchange for 890,241 common units, and used by COPLP
for general corporate purposes.
Our outstanding debt increased in 2015 from year-end 2014 due to the funding requirements of our development and
acquisition activities exceeding the effects of the above capital activities. We improved the timing of our debt maturities in
2015 by ending the year with a weighted average debt maturity of 6.1 years, a one-year increase over year-end 2014, and
minimal cash or new financing required for scheduled debt maturities through 2018. In addition, the fixed-rate portion of our
debt was 90.5% by year-end 2015 (including the effect of variable rate loans subject to interest rate), virtually unchanged from
year end 2014.
In the second half of 2015, we determined that we were unwilling to issue common shares at current pricing levels to
reduce debt and fund development costs. We concluded instead that sales of selected operating properties and land were our
best source of capital. In the preparation of our business plan, we determined that we expect to sell at least $400 million of
operating properties and $40 million of land in 2016. In the fourth quarter of 2015, we identified some of these properties that
we will attempt to sell, including some land parcels. We also determined that we will not likely develop additional properties
on land parcels not proximate to our Defense/IT Locations. As a result of those decisions, we recognized approximately $20
million of impairment losses in the fourth quarter of 2015. As we identify additional properties for sale, we may recognize
additional impairment losses.
For an extended number of years, our ability to lease Defense/IT Locations was adversely effected by continuing delays in
Federal budget approvals and uncertainty regarding the potential for future reductions in government spending targeting
defense. This served to disrupt the Government’s process for awarding contracts to prospective tenants, causing significant
29
contraction in the defense contractor sector. In January 2014, the 2014 Consolidated Appropriations Act (the “2014 Act”) was
passed, establishing a budget for the 2014 fiscal year that rolled back certain of the defense spending reductions that were to
occur under the Budget Control Act of 2011. With the passage of the 2014 Act, defense spending levels were essentially flat in
2014 through September 30, 2015. In November 2015, the Bipartisan Budget Act of 2015 (the “2015 Act”) was passed, adding
further clarity for the next two fiscal years, including increases in defense funding. The passage of the 2014 Act enabled the
Federal Government to resume a more normalized process for awarding contracts by mid-2014, which served to improve
leasing activity for our Defense/IT Locations in 2015, and we believe that the passage of the 2015 Act could serve to continue
this trend. We believe that the knowledge-based activities of most of our tenants will continue to be a priority in defense
budgets as such activities are considered increasingly critical to our national security.
Occupancy for our Regional Office properties as of December 31, 2015 was 95.4% (including properties held for sale), a
0.3% increase from year-end 2014. Our Regional Office properties tend to be more subject to general market conditions than
our Defense/IT Locations. Of the 24 Regional Office properties owned by us as of December 31, 2015, 13 were held for sale;
the remaining properties were 97.1% occupied as of December 31, 2015.
We discuss significant factors contributing to changes in our net income over the last three years in the section below
entitled “Results of Operations.” The results of operations discussion is combined for COPT and COPLP because there are no
material differences in the results of operations between the two reporting entities.
In addition, the section below entitled “Liquidity and Capital Resources” includes discussions of, among other things:
•
•
•
how we expect to generate cash for short and long-term capital needs;
our off-balance sheet arrangements in place that are reasonably likely to affect our financial condition; and
our commitments and contingencies.
We refer to the measure “annualized rental revenue” in various sections of the Management’s Discussion and Analysis of
Financial Condition and Results of Operations section of this Annual Report on Form 10-K. Annualized rental revenue is a
measure that we use to evaluate the source of our rental revenue as of a point in time. It is computed by multiplying by 12 the
sum of monthly contractual base rents and estimated monthly expense reimbursements under active leases as of a point in time
(ignoring free rent then in effect). Our computation of annualized rental revenue excludes the effect of lease incentives,
although the effect of this exclusion is generally not material. We consider annualized rental revenue to be a useful measure for
analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue
associated with periods in which lease terms were not in effect; historical revenue under generally accepted accounting
principles in the United States of America (“GAAP”) does contain such fluctuations. We find the measure particularly useful
for leasing, tenant, segment and industry analysis.
All of our operating portfolio square footage, occupancy and leasing statistics included below and elsewhere in this Annual
Report on Form 10-K exclude the effect of the two properties (totaling 665,000 square feet) that served as collateral for debt in
default; effective April 1, 2014, all cash flows from such properties belonged to the lender. On August 28, 2015, ownership in
these properties was transferred to the mortgage lender and we removed the debt obligation and accrued interest from our
balance sheet. These properties were 25.1% occupied as of the date we transferred ownership.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which require us to make certain estimates
and assumptions. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial
statements. The following section is a summary of certain aspects of those accounting policies involving estimates and
assumptions that (1) require our most difficult, subjective or complex judgments in accounting for uncertain matters or matters
that are susceptible to change and (2) materially affect our reported operating performance or financial condition. It is possible
that the use of different reasonable estimates or assumptions in making these judgments could result in materially different
amounts being reported in our consolidated financial statements. While reviewing this section, you should refer to Note 2 to
our consolidated financial statements, including terms defined therein.
Acquisitions of Properties
When we acquire properties, we allocate the purchase price to numerous tangible and intangible components. Most of the
terms in this bullet section are discussed in further detail in Note 2 to the consolidated financial statements entitled
“Acquisitions of Properties.” Our process for determining the allocation to these components requires many estimates and
assumptions, including the following: (1) determination of market rental rates; (2) estimation of leasing and tenant
30
improvement costs associated with the remaining term of acquired leases; (3) assumptions used in determining the in-place
lease value, if-vacant value and tenant relationship value, including the rental rates, period of time that it would take to lease
vacant space and estimated tenant improvement and leasing costs; (4) renewal probabilities; and (5) allocation of the if-vacant
value between land and building. A change in any of the above key assumptions can materially change not only the
presentation of acquired properties in our consolidated financial statements but also our reported results of operations. The
allocation to different components affects the following:
•
the amount of the purchase price allocated among different categories of assets and liabilities on our consolidated balance
sheets; the amount of costs assigned to individual properties in multiple property acquisitions; and the amount of gain
recognized in our consolidated statements of operations should we determine that the fair value of the acquisition exceeds
its cost;
•
• where the amortization of the components appear over time in our consolidated statements of operations. Allocations to
above- and below-market leases are amortized into rental revenue, whereas allocations to most of the other tangible and
intangible assets are amortized into depreciation and amortization expense. As a REIT, this is important to us since much
of the investment community evaluates our operating performance using non-GAAP measures such as funds from
operations, the computation of which includes rental revenue but does not include depreciation and amortization expense;
and
the timing over which the items are recognized as revenue or expense in our consolidated statements of operations. For
example, for allocations to the as-if vacant value, the land portion is not depreciated and the building portion is depreciated
over a longer period of time than the other components (generally 40 years). Allocations to above- and below-market
leases, in-place lease value and tenant relationship value are amortized over significantly shorter timeframes, and if
individual tenants’ leases are terminated early, any unamortized amounts remaining associated with those tenants are
written off upon termination. These differences in timing can materially affect our reported results of operations. In
addition, we establish lives for tenant relationship values based on our estimates of how long we expect the respective
tenants to remain in the properties.
Impairment of Long-Lived Assets
We assess each of our operating properties for impairment quarterly using cash flow projections and estimated fair values
that we derive for each of the properties. We update the leasing and other assumptions used in these projections regularly,
paying particular attention to properties that have experienced chronic vacancy or face significant market challenges. We
review our plans and intentions for our development projects and land parcels quarterly. If our analyses indicate that the
carrying values of operating properties, properties in development or land held for future development may be impaired, we
perform a recovery analysis for such properties. For long-lived assets to be held and used, we analyze recoverability based on
the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the
assets over, in most cases, a ten-year holding period. If we believe there is a significant possibility that we might dispose of the
assets earlier, we analyze recoverability using a probability weighted analysis of the estimated undiscounted future cash flows
expected to be generated from the operations and eventual disposition of the assets over the various possible holding periods.
If the analysis indicates that the carrying value of a tested property is not recoverable from estimated future cash flows, it is
written down to its estimated fair value and an impairment loss is recognized. If and when our plans change, we revise our
recoverability analyses to use the cash flows expected from the operations and eventual disposition of each asset using holding
periods that are consistent with our revised plans.
Property fair values are estimated based on contract prices, indicative bids, discounted cash flow analyses or yield
analyses. Estimated cash flows used in such analyses are based on our plans for the property and our views of market and
economic conditions. The estimates consider items such as current and future rental rates, occupancies for the tested property
and comparable properties, estimated operating and capital expenditures and recent sales data for comparable properties; most
of these items are influenced by market data obtained from real estate leasing and brokerage firms and our direct experience
with the properties and their markets. Determining the appropriate capitalization or yield rate also requires significant
judgment and is typically based on many factors, including the prevailing rate for the market or submarket, as well as the
quality and location of the properties. Changes in the estimated future cash flows due to changes in our plans for a property
(especially our expected holding period), views of market and economic conditions and/or our ability to obtain development
rights could result in recognition of impairment losses which could be substantial.
Properties held for sale are carried at the lower of their carrying values (i.e., cost less accumulated depreciation and any
impairment loss recognized, where applicable) or estimated fair values less costs to sell. Accordingly, decisions to sell certain
operating properties, properties in development or land held for development will result in impairment losses if carrying values
of the specific properties exceed their estimated fair values less costs to sell. The estimates of fair value consider matters such
31
as recent sales data for comparable properties and, where applicable, contracts or the results of negotiations with prospective
purchasers. These estimates are subject to revision as market conditions, and our assessment of such conditions, change.
Assessment of Lease Term
As discussed above, a significant portion of our portfolio is leased to the United States Government, and the majority of
those leases consist of a series of one-year renewal options, or provide for early termination rights. In addition, certain other
leases in our portfolio provide early termination rights to tenants. Applicable accounting guidance requires us to recognize
minimum rental payments on a straight-line basis over the terms of each lease and to assess the lease terms as including all
periods for which failure to renew, or continue, the lease imposes a penalty on the lessee in such amounts that renewal, or
continuation, appears, at the inception of the lease, to be reasonably assured. Factors we consider when determining whether a
penalty is significant include the uniqueness of the purpose or location of the property, the availability of a comparable
replacement property, the relative importance or significance of the property to the continuation of the lessee's line of business
and the existence of leasehold improvements or other assets whose value would be impaired by the lessee vacating or
discontinuing use of the leased property. For a number of our leases with the United States Government, we have concluded,
based on the factors above, that exercise of existing renewal options, or continuation of such leases without exercising early
termination rights, is reasonably assured. Changes in these assessments could result in the write-off of any recorded assets
associated with straight-line rental revenue and acceleration of depreciation and amortization expense associated with costs we
have incurred related to these leases.
Revenue Recognition on Tenant Improvements
Most of our leases involve some form of improvements to leased space. When we are required to provide improvements
under the terms of a lease, we need to determine whether the improvements constitute landlord assets or tenant assets. If the
improvements are landlord assets, we capitalize the cost of the improvements and recognize depreciation expense associated
with such improvements over the shorter of the useful life of the assets or the term of the lease and recognize any payments
from the tenant as rental revenue over the term of the lease. If the improvements are tenant assets, we defer the cost of
improvements funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease.
Our determination of whether improvements are landlord assets or tenant assets also may affect when we commence revenue
recognition in connection with a lease.
In determining whether improvements constitute landlord or tenant assets, we consider numerous factors that may require
subjective or complex judgments, including: whether the improvements are unique to the tenant or reusable by other tenants;
whether the tenant is permitted to alter or remove the improvements without our consent or without compensating us for any
lost fair value; whether the ownership of the improvements remains with us or remains with the tenant at the end of the lease
term; and whether the economic substance of the lease terms is properly reflected.
Collectability of Accounts and Deferred Rent Receivable
Allowances for doubtful accounts and deferred rent receivable are established based on quarterly analyses of the risk of
loss on specific accounts. The analyses place particular emphasis on past-due accounts and consider information such as the
nature and age of the receivables, the payment history of the tenants, the financial condition of the tenants and our assessment
of their ability to meet their lease obligations, the basis for any disputes and the status of related negotiations. Our estimate of
the required allowance is subject to revision as these factors change and is sensitive to the effects of economic and market
conditions on tenants.
Activities we conduct to monitor the credit quality of our tenants include the following: monitoring the timeliness of
tenant lease payments; reviewing credit ratings of tenants that are rated by a nationally recognized credit agency prior to such
tenants’ entry into leases, and monitoring periodically thereafter; reviewing financial statements of tenants that are publicly
available or that are required to be provided to us pursuant to the terms of such tenants’ leases; and monitoring news reports
regarding our tenants.
Accounting Method for Investments
We use three different accounting methods to report our investments in entities: the consolidation method; the equity
method; and the cost method (see Note 2 to our consolidated financial statements). We use the consolidation method when we
own most of the outstanding voting interests in an entity and can control its operations. We also consolidate certain entities
when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if
we are deemed to be the primary beneficiary. Generally, this applies to entities for which either: (1) the equity investors (if
32
any) lack one or more of the essential characteristics of a controlling financial interest; (2) the equity investment at risk is
insufficient to finance that entity's activities without additional subordinated financial support; or (3) the equity investors have
voting rights that are not proportionate to their economic interests and the activities of the entity involve, or are conducted on
behalf of, an investor with a disproportionately small voting interest. We use the equity method of accounting when we own an
interest in an entity and can exert significant influence over, but cannot control, the entity's operations.
In making these determinations, we need to make subjective estimates and judgments regarding the entity’s future
operating performance, financial condition, future valuation and other variables that may affect the cash flows of the entity. We
must consider both our and our partner's ability to participate in the management of the entity’s operations and make decisions
that allow the parties to manage their economic risks. We may also need to estimate the probability of different scenarios
taking place over time and their effect on the partners’ cash flows. The conclusion reached as a result of this process affects
whether or not we use the consolidation method in accounting for our investment or the equity method. Whether or not we
consolidate an investment can materially affect our consolidated financial statements.
33
Concentration of Operations
Customer Concentration of Property Operations
The table below sets forth the 20 largest tenants in our portfolio of office properties based on percentage of annualized
rental revenue:
Tenant
United States of America
Northrop Grumman Corporation (1)
The Boeing Company (1)
General Dynamics Corporation (1)
Computer Sciences Corporation (1)
Vadata Inc.
CareFirst, Inc.
Booz Allen Hamilton, Inc.
Wells Fargo & Company (1)
Harris Corporation
AT&T Corporation (1)
KEYW Corporation
Raytheon Company (1)
Science Applications International Corporation (1)
L-3 Communications Holdings, Inc. (1)
Miles & Stockbridge, PC
Transamerica Life Insurance Company
University of Maryland
Engility Holdings, Inc.
Kratos Defense & Security Solution, Inc. (1)
The MITRE Corporation
TASC Inc.
ITT Exelis (1)
The Johns Hopkins Institutions (1)
Unisys Corporation
The Aerospace Corporation (1)
Subtotal of 20 largest tenants
All remaining tenants
Total
Percentage of Annualized Rental
Revenue of Office Properties
for 20 Largest Tenants as of December 31,
2014
2013
2015
29.0%
4.6%
4.5%
3.9%
2.2%
2.2%
2.1%
2.0%
1.7%
1.3%
1.2%
1.2%
1.2%
1.1%
1.1%
1.0%
0.9%
0.9%
0.9%
0.9%
N/A
N/A
N/A
N/A
N/A
N/A
63.8%
36.2%
100.0%
27.6%
5.0%
3.8%
4.2%
2.4%
1.3%
2.2%
5.4%
1.7%
N/A
1.3%
0.8%
0.9%
1.0%
1.2%
N/A
N/A
N/A
N/A
1.0%
2.1%
0.9%
0.9%
0.8%
0.8%
N/A
65.3%
34.7%
100.0%
24.8%
6.1%
2.6%
4.0%
4.4%
N/A
2.0%
5.8%
1.6%
N/A
1.3%
0.8%
0.9%
1.0%
1.3%
N/A
N/A
N/A
N/A
0.9%
2.0%
0.9%
1.2%
0.9%
0.8%
1.8%
65.1%
34.9%
100.0%
(1) Includes affiliated organizations and agencies and predecessor companies.
The United States Government’s concentration increased each of the last two years in large part due to our dispositions of
properties in which it was not a tenant and its occupancy of newly-constructed square feet placed into service.
34
Concentration of Property Operations by Segment
The table below sets forth the segment allocation of our annualized rental revenue of office properties as of the end of the
last three calendar years:
Region
Defense/IT Locations:
Fort Meade/BW Corridor
Northern Virginia Defense/IT
Lackland Air Force Base
Navy Support Locations
Redstone Arsenal
Data Center Shells
Total Defense/IT Locations
Regional Office
Other
Percentage of Annualized Rental
Revenue of Office
Properties as of December 31,
2014
2013
2015
Number of
Office Properties
as of December 31,
2014
2015
2013
49.6%
10.3%
8.3%
5.2%
2.7%
4.7%
80.8%
17.8%
1.4%
100.0%
51.7%
7.7%
7.6%
6.2%
2.2%
4.0%
79.4%
19.0%
1.6%
100.0%
49.0%
12.4%
6.6%
6.5%
1.9%
3.1%
79.5%
19.1%
1.4%
100.0%
90
13
7
21
6
9
146
24
7
177
90
11
6
20
5
6
138
28
7
173
91
13
6
21
4
4
139
37
7
183
The increases in the Lackland Air Force Base, Redstone Arsenal and Data Center Shells segments were due to newly
constructed properties placed in service. The decrease in Regional Office was due primarily to property dispositions.
Occupancy and Leasing
Office Properties
The tables below set forth occupancy information pertaining to our portfolio of operating office properties:
Occupancy rates at period end
Total
Defense/IT Locations:
Fort Meade/BW Corridor
Northern Virginia Defense/IT
Lackland Air Force Base
Navy Support Locations
Redstone Arsenal
Data Center Shells
Regional Office
Other
December 31,
2014
2013
2015
91.6%
90.9%
89.1%
94.5%
81.9%
100.0%
72.1%
97.0%
100.0%
95.4%
57.3%
93.3%
75.7%
100.0%
86.0%
80.8%
100.0%
95.1%
61.1%
91.6%
85.1%
100.0%
86.0%
80.7%
100.0%
88.4%
55.6%
Average contractual annual rental rate per square foot at year end (1) $ 29.55
$ 29.27
$ 28.99
(1) Includes estimated expense reimbursements.
35
December 31, 2014
Square feet vacated upon lease expiration (1)
Occupancy of previously vacated space in connection with new leases (2)
Square feet constructed or redeveloped
Acquisitions
Dispositions
Square feet removed from operations for redevelopment
Other changes
December 31, 2015
Rentable
Square Feet
Occupied
Square Feet
(in thousands)
16,790
—
—
1,067
1,162
(932)
(22)
(12)
18,053
15,255
(530)
484
1,138
1,123
(932)
—
(3)
16,535
(1) Includes lease terminations and space reductions occurring in connection with lease renewals.
(2) Excludes occupancy of vacant square feet acquired or developed.
Please refer to the section above entitled “Overview” for discussion regarding our leasing activity in 2015 and our expectations
regarding the future outlook. As the table above reflects, the increase in our total occupancy from December 31, 2014 to
December 31, 2015 was attributable primarily to high occupancy rates in newly constructed or redeveloped space placed into
service and properties acquired during the year. Occupancy of our Same Office Properties was 90.9% at December 31, 2015,
up slightly from 90.6% at December 31, 2014. With regard to our segment occupancy trends, including changes from
December 31, 2014 to December 31, 2015:
•
Fort Meade/BW Corridor: Occupancy increased due in large part to a fully-occupied, newly constructed property placed
into service and occupancy of previously vacated space in connection with new leases. We renewed 77.1% of the square
footage of our scheduled lease expirations for the year in this segment. Fort Meade continues to be among the strongest
demand drivers of our Defense/IT Locations;
• Northern Virginia: Occupancy increased due primarily to a property acquired and a newly constructed property placed in
service, each of which were fully occupied. Certain of our submarkets in this segment are experiencing weak market
conditions, including surplus supply for space. While ten of our 13 properties in this segment had a weighted average
occupancy rate of 98.0% as of December 31, 2015, the other three properties’ weighted average occupancy rate was
43.5%. However, only 73,000, or 4%, of the segment’s square feet had scheduled lease expirations in 2016;
• Navy Support Locations: Occupancy decreased due primarily to our renewal of 58.7% of the square footage of our
scheduled lease expirations for the year and placing into service a vacant redeveloped building. As in Northern Virginia,
we are also experiencing weak demand in each of our three submarkets comprising this segment, which is creating
downward pressure on rental rates. In addition, 208,000, or 16.5%, of the segment’s square feet had scheduled lease
expirations in 2016; and
• Redstone Arsenal: Occupancy increased due primarily to occupancy commencing on a previously vacant 62,000 square
foot property and a fully-occupied, newly constructed property placed into service.
In 2015, we completed 2.5 million square feet of leasing, including 735,000 square feet of construction and redevelopment
space. Our construction and redevelopment leasing was highlighted by four data center shells leased in Northern Virginia
totaling 597,000 square feet and 71,000 square feet leased in a property in the Fort Meade/BW Corridor segment. As of
December 31, 2015, we had 1.3 million square feet under construction that were 65% leased and 156,000 under redevelopment
that were 8% leased.
In 2015, we renewed leases on 1.3 million square feet, representing 70.6% of the square footage of our lease expirations
(including the effect of early renewals). The annualized rents of these renewals (totaling $26.72 per square foot) decreased on
average by approximately 2.6% and the revenue under GAAP (totaling $27.06 per square foot) increased on average by
approximately 6.5% relative to the leases previously in place for the space. The renewed leases had a weighted average lease
term of approximately 4.3 years and the average estimated tenant improvements and lease costs associated with completing the
leasing was approximately $12.58 per square foot.
In 2015, we also completed 515,000 square feet in other leasing, consisting primarily of space previously leased by us to
tenants that was subsequently vacated (also referred to as re-tenanted space). The annualized rents of this other leasing totaled
$25.38 per square foot and the revenue under GAAP totaled $25.86 per square foot; these leases had a weighted average lease
term of approximately 6.3 years and the average estimated tenant improvements and lease costs associated with completing this
leasing was approximately $43.49 per square foot.
36
Our weighted average lease term for office properties at December 31, 2015 was approximately 4.9 years. The table below
sets forth as of December 31, 2015 our scheduled lease expirations of office properties by region in terms of percentage of
annualized rental revenue:
Defense/ IT Locations
Fort Meade/BW Corridor
Northern Virginia Defense/IT
Lackland Air Force Base
Navy Support Locations
Redstone Arsenal
Data Center Shells
Regional Office
Other
Total
Expiration of Annualized Rental
Revenue of Office Properties
2016
2017
2018
2019
2020
Thereafter
Total
5.9% 8.7% 6.9% 9.5% 7.8%
0.3% 1.5% 2.2% 2.6% 0.7%
0.0% 0.0% 0.0% 0.0% 1.9%
1.0% 0.3% 1.0% 0.2% 1.4%
0.0% 0.0% 1.3% 0.3% 0.6%
0.0% 0.0% 0.5% 0.0% 0.0%
1.1% 1.1% 2.9% 1.3% 2.0%
0.1% 0.1% 0.1% 0.3% 0.3%
8.4% 11.7% 14.9% 14.2% 14.7%
10.8% 49.6%
3.0% 10.3%
8.3%
6.4%
5.2%
1.3%
2.7%
0.5%
4.2%
4.7%
9.4% 17.8%
1.4%
0.5%
36.1% 100.0%
With regard to leases expiring in 2016, we believe that the weighted average annualized rental revenue per occupied square
foot for such leases at December 31, 2015 was, on average, approximately 2% to 3% higher than estimated current market rents
for the related space, with specific results varying by segment.
The leasing statistics set forth above assume no exercise of any early termination rights. Most of the leases with our
largest tenant, the United States Government, provide for consecutive one-year terms; all of the leasing statistics set forth above
assume that the United States Government will remain in the space that they lease through the end of the respective
arrangements, without ending consecutive one-year leases prematurely.
Wholesale Data Center Property
We completed development of our 19.25 megawatt wholesale data center in 2015 and, in February 2015, leased 11.25
megawatts with occupancy that commenced in stages. The center became 100% operational during the period. As of
December 31, 2015, 17.8 of the center’s megawatts were leased to tenants with further expansion rights of up to a combined
18.9 megawatts.
Results of Operations
We evaluate the operating performance of our properties using NOI from real estate operations, our segment performance
measure derived by subtracting property operating expenses from revenues from real estate operations. We view our NOI from
real estate operations as comprising the following primary categories of operating properties:
•
•
•
•
•
•
office properties owned and 100% operational throughout the two years being compared, excluding properties held for
future disposition. We define these as changes from “Same Office Properties.” For further discussion of the concept of
“operational,” you should refer to the section of Note 2 of the consolidated financial statements entitled “Properties”;
office properties acquired during the two years being compared;
constructed or redeveloped office properties placed into service that were not 100% operational throughout the two years
being compared;
our wholesale data center;
properties held for sale as of December 31, 2015; and
property dispositions.
In addition to owning properties, we provide construction management and other services. The primary manner in which
we evaluate the operating performance of our construction management and other service activities is through a measure we
define as NOI from service operations, which is based on the net of the revenues and expenses from these activities. The
revenues and expenses from these activities consist primarily of subcontracted costs that are reimbursed to us by customers
along with a management fee. The operating margins from these activities are small relative to the revenue. We believe NOI
from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such
operations.
37
We believe that operating income, as reported on our consolidated statements of operations, is the most directly
comparable GAAP measure for both NOI from real estate operations and NOI from service operations. Since both of these
measures exclude certain items includable in operating income, reliance on these measures has limitations; management
compensates for these limitations by using the measures simply as supplemental measures that are considered alongside other
GAAP and non-GAAP measures.
The table below reconciles NOI from real estate operations and NOI from service operations to operating income reported
on the consolidated statements of operations of COPT and subsidiaries:
NOI from real estate operations
NOI from service operations
NOI from discontinued operations
Depreciation and amortization associated with real
estate operations
Impairment losses
General, administrative and leasing expenses
Business development expenses and land carry costs
Operating income
2015
For the Years Ended December 31,
2013
2014
(in thousands)
$ 299,912
6,690
(121)
$ 317,929
3,488
(24,131)
$ 324,580
3,706
(10)
(140,025)
(23,289)
(31,361)
(13,507)
$ 120,094
(136,086)
(1,416)
(31,794)
(5,573)
$ 131,612
(113,214)
(5,857)
(30,869)
(5,436)
$ 141,910
Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014
2015
For the Years Ended December 31,
2014
(in thousands)
Variance
Revenues
Revenues from real estate operations
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses
Depreciation and amortization associated with real estate operations
Construction contract and other service expenses
Impairment losses
General, administrative and leasing expenses
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense
Interest and other income
Gain (loss) on early extinguishment of debt
Equity in income of unconsolidated entities
Income tax expense
Income from continuing operations
Discontinued operations
Gain on sales of real estate, net of income taxes
Net income
$
519,064
106,402
625,466
$
479,725
106,748
586,473
$
39,339
(346)
38,993
194,494
140,025
102,696
23,289
31,361
13,507
505,372
120,094
(89,074)
4,517
85,275
62
(199)
120,675
156
68,047
188,878
$
179,934
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
229
(310)
34,509
26
10,671
45,206
$
14,560
3,939
2,638
21,873
(433)
7,934
50,511
(11,518)
3,319
(406)
94,827
(167)
111
86,166
130
57,376
143,672
$
38
NOI from Real Estate Operations
For the Years Ended December 31,
2014
(Dollars in thousands, except per square foot data)
Variance
2015
Revenues
Same Office Properties revenues
Rental revenue, excluding lease termination revenue
Lease termination revenue
Tenant recoveries and other real estate operations revenue
$
Same Office Properties total revenues
Constructed and redeveloped properties placed in service
Acquired office properties
Wholesale data center
Properties held for sale
Dispositions
Other
Property operating expenses
Same Office Properties
Constructed and redeveloped properties placed in service
Acquired office properties
Wholesale data center
Properties held for sale
Dispositions
Other
NOI from real estate operations
Same Office Properties
Constructed and redeveloped properties placed in service
Acquired office properties
Wholesale data center
Properties held for sale
Dispositions
Other
Same Office Properties rent statistics
Average occupancy rate
Average straight-line rent per occupied square foot (1)
$
$
321,803
2,366
85,003
409,172
31,553
20,176
19,032
12,692
25,763
680
519,068
152,571
7,662
8,219
10,402
5,011
10,501
122
194,488
256,601
23,891
11,957
8,630
7,681
15,262
558
324,580
90.6%
24.51
$
$
$
$
321,606
1,618
83,936
407,160
9,967
—
10,430
12,022
38,851
1,281
479,711
149,417
2,357
—
7,286
4,633
14,397
1,709
179,799
257,743
7,610
—
3,144
7,389
24,454
(428)
299,912
91.1%
24.36
$
$
197
748
1,067
2,012
21,586
20,176
8,602
670
(13,088)
(601)
39,357
3,154
5,305
8,219
3,116
378
(3,896)
(1,587)
14,689
(1,142)
16,281
11,957
5,486
292
(9,192)
986
24,668
-0.5%
0.15
(1) Includes minimum base rents, net of abatements, and lease incentives on a straight-line basis for the years set forth above.
Our Same Office Properties pool consisted of 145 office properties, comprising 80.3% of our operating office square
footage as of December 31, 2015. This pool of properties included the following changes from the pool used for purposes of
comparing 2014 and 2013 in our 2014 Annual Report on Form 10-K: the addition of eight properties placed in service and
100% operational by January 1, 2014; and the removal of 15 properties reclassified to held for sale in 2015, seven properties
disposed of and one property reclassified as redevelopment in 2015.
Our NOI from constructed and redeveloped office properties placed in service included 14 properties placed in service in
2014 and 2015, and our NOI from acquired office properties included our acquisitions of 250 W. Pratt Street, 2600 Park Tower
Drive and 100 and 30 Light Street.
The increase in NOI from our wholesale data center was attributable primarily to higher occupancy in the current period.
39
Depreciation and Amortization Expense
The increase in depreciation and amortization expense was attributable primarily to:
•
•
additional expense in 2015 of $10.7 million from our office property acquisitions, $4.4 million from properties placed in
service and $3.1 million from our shortening the useful lives of properties that were removed from service for
redevelopment; offset in part by
additional expense in 2014 of $12.9 million from our shortening the useful life of a property that was removed from
service for redevelopment.
Impairment Losses
The increase in impairment losses was attributable primarily to the following losses recognized in 2015:
•
•
$12.8 million on land in Colorado Springs, Colorado. We classified some of this land as held for sale in the fourth quarter
of 2015, at which time we adjusted the land to its estimated fair value less costs to sell. Due to the impairment loss on the
land held for sale, we updated our estimates of fair value for other land owned in Colorado Springs and determined that the
carrying value of some of this land exceeded such land’s estimated fair value, which resulted in recognition of an
additional impairment loss; and
$6.6 million on land in Aberdeen, Maryland. After concluding in 2015 that we no longer expected to develop operating
properties on the land, we determined that the carrying amount of the land would not likely be recovered from the sale of
this property over the likely remaining holding period. Accordingly, we adjusted the land to its estimated fair value;
General, Administrative and Leasing Expenses
We capitalize compensation and indirect costs associated with properties, or portions thereof, undergoing construction,
development and redevelopment activities, and also capitalize such costs associated with internal-use software development.
We also capitalize compensation costs associated with obtaining new tenant leases or extending existing tenants. Capitalized
compensation and indirect costs were as follows:
For the Years Ended December 31,
2015
2014
Construction, development, redevelopment, capital and tenant improvements
Leasing
Total
$
$
Business Development Expenses and Land Carry Costs
$
(in thousands)
7,615
1,331
8,946
$
7,893
1,461
9,354
The increase in business development expenses and land carry costs was due primarily to additional expense in 2015 of
$4.1 million in acquisition costs expensed in connection with operating property acquisitions and $1.4 million in demolition
costs on properties undergoing redevelopment.
40
Interest Expense
The table below sets forth the components of our interest expense included in continuing operations:
Interest on Unsecured Senior Notes
Interest on mortgage and other secured loans
Interest, excluding default rate on debt to be extinguished
Interest under default rate on debt extinguished via
property conveyance
Interest on unsecured term loans
Amortization of deferred financing costs
Interest expense recognized on interest rate swaps
Interest on Revolving Credit Facility
Other interest
Capitalized interest
Interest expense included in continuing operations
$
$
For the Years Ended December 31,
2014
2015
(in thousands)
33,302
$
45,525
$
Variance
12,223
22,644
37,857
(15,213)
5,270
9,469
4,466
3,599
1,771
3,481
(7,151)
89,074
$
5,806
10,282
4,666
2,990
232
3,323
(6,065)
92,393
$
(536)
(813)
(200)
609
1,539
158
(1,086)
(3,319)
Our average outstanding debt increased from $2.0 billion in 2014 to $2.1 billion in 2015, while our weighted average effective
interest rate on debt under generally accepted accounting principles decreased from 4.6% in 2014 to 4.3% in 2015 (or from
4.3% in 2014 to 4.0% in 2015 excluding the effect of the default interest on the debt that we extinguished via property
conveyance). The overall decrease in interest expense was due primarily to our fixed rate mortgage loans extinguished in 2014
and 2015 having higher interest rates than our newer debt issuances and borrowings. The changes reflected in the table above
also reflect our increased emphasis on unsecured borrowing over mortgage and other secured borrowings. Interest expense for
Unsecured Senior Notes increased due to our initial note issuances in May 2014 and June 2015. Capitalized interest increased
due primarily to increased volume in active construction and development projects.
Gain (Loss) on Early Extinguishment of Debt
We recognized a gain on early extinguishment of debt of $85.7 million in the current year primarily in connection with our
transfer of ownership in two properties serving as collateral for a $150.0 million nonrecourse mortgage loan to the mortgage
lender and the removal of the debt obligation and accrued interest from our balance sheet. The loss on early extinguishment of
debt in the prior year was attributable primarily to a $9.1 million loss recognized in connection with the defeasance of, and full
satisfaction of our obligations with respect to, two secured nonrecourse mortgage loans with a $211.5 million aggregate
principal amount.
Gain on Sales of Real Estate, Net
We recognized gain on sales of real estate in 2015 of $64.1 million in connection with office properties dispositions and
$4.0 million in connection with land sales. We recognized gain on sales of real estate in 2014 of $5.6 million in connection
with a land sale and $5.1 million in connection with dispositions of operating properties.
41
Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013
2014
For the Years Ended December 31,
2013
(in thousands)
Variance
Revenues
Revenues from real estate operations
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses
Depreciation and amortization associated with real estate operations
Construction contract and other service expenses
Impairment losses
General, administrative and leasing expense
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense
Interest and other income
Loss on early extinguishment of debt
Equity in income of unconsolidated entities
Income tax expense
Income from continuing operations
Discontinued operations
Gain on sales of real estate, net of income taxes
Net income
$
479,725
106,748
586,473
$
460,997
62,363
523,360
$
18,728
44,385
63,113
179,934
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
229
(310)
34,509
26
10,671
45,206
$
167,199
113,214
58,875
5,857
30,869
5,436
381,450
141,910
(82,010)
3,834
(27,030)
2,110
(1,978)
36,836
55,692
9,016
101,544
$
12,735
22,872
41,183
(4,441)
925
137
73,411
(10,298)
(10,383)
1,089
17,478
(1,881)
1,668
(2,327)
(55,666)
1,655
(56,338)
$
42
NOI from Real Estate Operations
For the Years Ended December 31,
2013
(Dollars in thousands, except per square foot data)
Variance
2014
Revenues
Same Office Properties revenues
Rental revenue, excluding lease termination revenue
Lease termination revenue
Tenant recoveries and other real estate operations revenue
$
Same Office Properties
Constructed and redeveloped properties placed in service
Wholesale data center
Properties held for sale
Dispositions
Other
Other
Property operating expenses
Same Office Properties
Constructed and redeveloped properties placed in service
Wholesale data center
Properties held for sale
Dispositions
Other
NOI from real estate operations
Same Office Properties
Constructed and redeveloped properties placed in service
Wholesale data center
Properties held for sale
Dispositions
Other
Same Office Properties rent statistics
Average occupancy rate
Average straight-line rent per occupied square foot (1)
$
$
304,667
1,618
82,165
388,450
28,677
10,430
12,022
38,852
1,280
479,711
143,998
7,725
7,286
4,633
14,397
1,760
179,799
244,452
20,952
3,144
7,389
24,455
(480)
299,912
91.7%
24.80
$
$
$
302,343
2,270
73,804
378,417
9,890
7,271
11,394
86,562
5,099
498,633
136,023
2,543
6,360
4,002
30,107
1,669
180,704
242,394
7,347
911
7,392
56,455
3,430
317,929
90.4%
24.90
$
$
$
2,324
(652)
8,361
10,033
18,787
3,159
628
(47,710)
(3,819)
(18,922)
7,975
5,182
926
631
(15,710)
91
(905)
2,058
13,605
2,233
(3)
(32,000)
(3,910)
(18,017)
1.3%
(0.10)
(1) Includes minimum base rents, net of abatements, and lease incentives on a straight-line basis for the years set forth above.
The increases in tenant recoveries and other real estate operations revenue and property operating expenses from our Same
Office Properties were primarily due to increases in expenses resulting mostly from higher than normal snowfall and lower than
normal temperatures in the Mid-Atlantic region in 2014 and an increase in certain other directly reimbursable expenses.
Our Same Office Properties pool consisted of 137 office properties, comprising 79.8% of our operating office square
footage as of December 31, 2014. This pool of properties changed from the pool used for purposes of comparing 2014 and
2013 in our 2014 Annual Report on Form 10-K due to the removal of 15 properties reclassified to held for sale in 2015, seven
property disposed of and one property reclassified as redevelopment in 2015.
Our NOI from constructed office properties placed in service included 13 properties placed in service in 2013 and 2014.
Depreciation and Amortization Expense
The increase in depreciation and amortization expense was attributable primarily to our shortening of the useful life of a
property that was removed from service for redevelopment.
43
NOI from Service Operations
Construction contract and other service revenues
Construction contract and other service expenses
NOI from service operations
Variance
For the Years Ended December 31,
2013
2014
(in thousands)
$ 62,363
58,875
3,488
$ 44,385
41,183
3,202
$ 106,748
100,058
6,690
$
$
$
Construction contract and other service revenue and expenses increased due primarily to a higher volume of construction
activity in connection with several of our tenants. Construction contract activity is inherently subject to significant variability
depending on the volume and nature of projects undertaken by us (primarily on behalf of tenants). Service operations are an
ancillary component of our overall operations that typically contribute little operating income relative to our real estate
operations.
Impairment Losses
We recognized the impairment losses described below in 2014 and 2013:
•
•
•
•
$1.4 million in 2014 primarily in connection with certain of our operating properties in White Marsh, Maryland (included
in our Regional Office segment) that we decided to sell and whose carrying amounts exceeded the cash flows from the
operations and sales of the properties over the shortened period. These properties were subsequently disposed during the
year;
for certain of our operating properties that served as collateral for a nonrecourse loan, we expected that the cash flows to be
generated by the properties would be insufficient to fund debt service requirements on the loan. While we sought to
negotiate various alternatives with the lender, on December 23, 2013, we conveyed the properties to the lender to
extinguish the loan. We recognized non-cash impairment losses of $11.0 million (all classified as discontinued operations
and including $560,000 in exit costs) on these properties in 2013 resulting primarily from the carrying amount of certain of
these properties located in Colorado Springs, Colorado (included in our Regional Office and Colorado Defense/IT
Locations segments) exceeding their fair value;
$15.2 million in 2013 (all classified as discontinued operations and including $419,000 in exit costs) in connection with
properties and land no longer aligned with our strategy that we sold, mostly in Colorado Springs (operating properties
included primarily in our Regional Office and Colorado Defense/IT Locations segments); and
$5.9 million in 2013 on two properties in White Marsh, Maryland (included in our Regional Office segment) that we
concluded no longer met our investment criteria during the year and whose carrying amounts exceeded the cash flows from
the operations and sales of the properties over the shortened period.
General, Administrative and Leasing Expenses
Capitalized compensation and indirect costs were as follows:
For the Years Ended December 31,
2014
2013
$
(in thousands)
7,893
1,461
9,354
$
8,189
1,408
9,597
Construction, development, redevelopment, capital and tenant improvements
Leasing
Total
$
$
44
Interest Expense
The table below sets forth the components of our interest expense included in continuing operations:
Interest on mortgage and other secured loans
Interest, excluding default rate on debt to be
extinguished
Interest under default rate on debt extinguished via
property conveyance
Interest on Unsecured Senior Notes
Interest on unsecured term loans
Amortization of deferred financing costs
Interest expense recognized on interest rate swaps
Interest on Revolving Credit Facility
Interest on Exchangeable Senior Notes
Other interest
Capitalized interest
Total interest expense, net of capitalized interest
Interest expense reclassified to discontinued operations
Interest expense included in continuing operations
For the Years Ended December 31,
2014
2013
Variance
(in thousands)
$ 37,857
$ 55,105
$ (17,248)
5,806
33,302
10,282
4,666
2,990
232
34
3,289
(6,065)
92,393
—
$ 92,393
—
12,294
13,633
5,451
2,741
968
5,824
3,000
(8,785)
90,231
(8,221)
$ 82,010
5,806
21,008
(3,351)
(785)
249
(736)
(5,790)
289
2,720
2,162
8,221
$ 10,383
Aside from the incremental additional interest expense associated with the default rate on debt that was extinguished via
property conveyance, most of the changes in interest expense reflected above are the result of our emphasis on improving our
capital position primarily through the repayment of existing borrowings using proceeds from the property sales, public
offerings of equity and new unsecured borrowings. Interest expense for Unsecured Senior Notes increased due to our initial
note issuances in May and September 2013 and an additional issuance in May 2014. Interest expense for Exchangeable Senior
Notes decreased due to our repayment of almost all of these notes during 2013. Capitalized interest decreased due primarily to
our completion of significant construction and development projects that were not immediately offset by new projects.
Loss on Early Extinguishment of Debt
The loss on early extinguishment of debt in 2014 was attributable primarily to a $9.1 million loss recognized in connection
with the defeasance of, and full satisfaction of our obligations with respect to, two secured nonrecourse mortgage loans with a
$211.5 million aggregate principal amount. The loss on early extinguishment of debt in 2013 was attributable primarily to a
$25.9 million loss recognized on our repayment of a $239.4 million principal amount of our 4.25% Exchangeable Senior Notes.
Discontinued Operations
The decrease in discontinued operations was due to a $67.8 million gain on early extinguishment of debt recognized on our
conveyance of properties to the lender of a non recourse loan to extinguish the loan in December 2013.
Gain on Sales of Real Estate, Net
In 2014, we recognized gain on sales of real estate of $5.6 million in connection with the disposition of a non-operating
property and $5.1 million in connection with dispositions of operating properties in White Marsh, Maryland. For 2013, our
gain on sales of real estate, net (excluding amounts in discontinued operations) included a $6.3 million gain on the substantive
disposition of our investment in an unconsolidated real estate joint venture and a $2.7 million gain from our disposition of land
parcels in White Marsh, Maryland.
Adjusted EBITDA Interest Coverage Ratio and Adjusted EBITDA Fixed Charge Coverage Ratio
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is net income adjusted for
the effects of interest expense, depreciation and amortization, impairment losses, gain on sales of properties, gain or loss on
early extinguishment of debt, net gain on unconsolidated entities, operating property acquisition costs, loss on interest rate
45
derivatives, income taxes, business development expenses, demolition costs on redevelopment properties and executive
transition costs, and excluding the effect of properties serving as collateral for debt which is in default that we extinguished via
conveyance of such properties. The adjustment for the effect of properties that served as collateral for debt in default that we
extinguished via conveyance of such properties pertains to the periods subsequent to our default on the loan’s payment terms,
which was the result of our decision to not support payments on the loan since the estimated fair value of the properties was
less than the loan balance. While we continued as the legal owner of the properties during this period up until the transfer
ownership, all cash flows produced by them went directly to the lender and we did not fund any debt service shortfalls. In
2015, we changed our methodology for reporting Adjusted EBITDA to exclude the effect of business development expenses
since such expenses pertain to the pursuit of new business opportunities rather than normal operations; Adjusted EBITDA for
prior periods has been revised to conform with the change in methodology. We believe that Adjusted EBITDA is a useful
supplemental measure for assessing our un-levered performance. We believe that net income, as reported on our consolidated
statements of operations, is the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA excludes
items that are included in net income, including some that require cash outlays; we compensate for this limitation by using the
measure simply as a supplemental measure that is considered alongside other GAAP and non-GAAP measures. It should not
be used as an alternative to net income when evaluating our financial performance or to cash flow from operating, investing
and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.
We use Adjusted EBITDA to calculate Adjusted EBITDA Interest Coverage Ratio and Adjusted EBITDA Fixed Charge
Coverage Ratio. We calculate Adjusted EBITDA interest coverage by dividing Adjusted EBITDA by interest expense on
continuing and discontinued operations (excluding amortization of deferred financing costs and amortization of debt discounts
and premiums, net of amounts capitalized, gains or losses on interest rate derivatives and interest expense on debt in default
which we have extinguished, or expect to extinguish, via conveyance of properties). We calculate Adjusted EBITDA fixed
charge coverage ratio by dividing Adjusted EBITDA by the sum of: (1) interest expense on continuing and discontinued
operations (excluding amortization of deferred financing costs and amortization of debt discounts and premiums, net of
amounts capitalized, gains or losses on interest rate derivatives and interest expense on debt in default to be extinguished via
conveyance of properties); (2) scheduled principal amortization on mortgage loans; (3) capitalized interest; (4) dividends on
preferred shares; and (5) distributions on preferred units in the Operating Partnership not owned by COPT.
46
The tables below set forth the computation of Adjusted EBITDA interest and fixed charge coverage ratios of COPT and
subsidiaries and reconciliations of Adjusted EBITDA to net income reported on the COPT’s consolidated statements of
operations:
Net income
Interest expense (1)
Income tax expense (2)
Depreciation and amortization (1)
Impairment losses (1)
(Gain) loss on early extinguishment of debt (1)
Gain on sales of operating properties
Gain on sales of non-operating properties
Net loss on investments in unconsolidated entities included in interest and other
income
Business development expenses
Operating property acquisition costs
EBITDA from properties conveyed to extinguish debt in default
Demolition costs on redevelopment properties
Executive transition costs
Adjusted EBITDA
Interest expense (1)
Less: Amortization of deferred financing costs
Less: Amortization of net debt discounts and premiums, net of amounts capitalized
Less: Loss on interest rate derivatives
Less: Interest expense on debt in default extinguished via conveyance of properties
Denominator for Adjusted EBITDA interest coverage ratio
Scheduled principal amortization
Capitalized interest
Preferred share dividends
Preferred unit distributions
Denominator for Adjusted EBITDA fixed charge coverage ratio
For the Years Ended December 31,
2013
2014
2015
(Dollars in thousands)
$ 188,878
89,074
199
142,231
23,523
(85,655)
(64,062)
(3,985)
127
4,775
4,134
(768)
1,396
—
$ 299,867
$
45,206
92,393
310
138,490
1,419
9,668
(5,117)
(5,578)
$ 101,544
90,231
1,978
119,773
32,047
(40,780)
(9,004)
(2,683)
291
2,680
—
(2,091)
—
1,056
$ 278,727
206
2,688
—
—
—
—
$ 296,000
$
$
89,074
(4,466)
(1,166)
(386)
(11,224)
71,832
6,728
7,151
14,210
660
$ 100,581
$
$
92,393
(4,666)
(920)
—
(12,684)
74,123
6,517
6,065
15,939
660
$ 103,304
$
$
90,231
(5,451)
(1,015)
—
—
83,765
9,481
8,785
19,971
660
$ 122,662
Adjusted EBITDA interest coverage ratio
Adjusted EBITDA fixed charge coverage ratio
4.2x
3.0x
3.8x
2.7x
3.5x
2.4x
(1) Includes amounts included in continuing operations and discontinued operations.
(2) Includes income taxes on continuing operations and gains on sales of real estate.
47
Funds from Operations
Funds from operations (“FFO”) is defined as net income (loss) computed using GAAP, excluding gains on sales of, and
impairment losses on, previously depreciated operating properties, plus real estate-related depreciation and amortization. When
multiple properties consisting of both operating and non-operating properties exist on a single tax parcel, we classify all of the
gains on sales of, and impairment losses on, the tax parcel as all being for previously depreciated operating properties when
most of the value of the parcel is associated with operating properties on the parcel. We believe that we use the National
Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, although others may interpret the definition
differently and, accordingly, our presentation of FFO may differ from those of other REITs. We believe that FFO is useful to
management and investors as a supplemental measure of operating performance because, by excluding gains related to sales of,
and impairment losses on, previously depreciated operating properties, net of related tax benefit, and excluding real estate-
related depreciation and amortization, FFO can help one compare our operating performance between periods. In addition,
since most equity REITs provide FFO information to the investment community, we believe that FFO is useful to investors as a
supplemental measure for comparing our results to those of other equity REITs. We believe that net income is the most directly
comparable GAAP measure to FFO.
Since FFO excludes certain items includable in net income, reliance on the measure has limitations; management
compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with
other GAAP and non-GAAP measures. FFO is not necessarily an indication of our cash flow available to fund cash needs.
Additionally, it should not be used as an alternative to net income when evaluating our financial performance or to cash flow
from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt
service.
Basic FFO available to common share and common unit holders (“Basic FFO”) is FFO adjusted to subtract (1) preferred
share dividends, (2) issuance costs associated with redeemed preferred shares, (3) income attributable to noncontrolling
interests through ownership of preferred units in the Operating Partnership or interests in other consolidated entities not owned
by us, (4) depreciation and amortization allocable to noncontrolling interests in other consolidated entities and (5) Basic FFO
allocable to restricted shares. With these adjustments, Basic FFO represents FFO available to common shareholders and
common unitholders. Common units in the Operating Partnership are substantially similar to our common shares and are
exchangeable into common shares, subject to certain conditions. We believe that Basic FFO is useful to investors due to the
close correlation of common units to common shares. We believe that net income is the most directly comparable GAAP
measure to Basic FFO. Basic FFO has essentially the same limitations as FFO; management compensates for these limitations
in essentially the same manner as described above for FFO.
Diluted FFO available to common share and common unit holders (“Diluted FFO”) is 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. We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO
per share, discussed below. We believe that the numerator for diluted EPS is the most directly comparable GAAP measure to
Diluted FFO. Since Diluted FFO excludes certain items includable in the numerator to diluted EPS, reliance on the measure
has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is
weighed in the balance with other GAAP and non-GAAP measures. Diluted FFO is not necessarily an indication of our cash
flow available to fund cash needs. Additionally, it should not be used as an alternative to net income when evaluating our
financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability
to make cash distributions or pay debt service.
Diluted FFO available to common share and common unit holders, as adjusted for comparability is defined as Diluted FFO
adjusted to exclude: operating property acquisition costs; gains on sales of, and impairment losses on, properties other than
previously depreciated operating properties, net of associated income tax; gain or loss on early extinguishment of debt; FFO
associated with properties securing non-recourse debt on which we have defaulted and which we have extinguished, or expect
to extinguish, via conveyance of such properties, including property NOI and interest expense (discussed further below); loss
on interest rate derivatives; demolition costs on redevelopment properties; executive transition costs; and issuance costs
associated with redeemed preferred shares. We believe that the excluded items are not reflective of normal operations and, as a
result, we believe that a measure that excludes these items is a useful supplemental measure in evaluating our operating
performance. The adjustment for FFO associated with properties securing non-recourse debt on which we have defaulted
pertains to the periods subsequent to our default on one loan’s payment terms, which was the result of our decision to not
support payments on the loan since the estimated fair value of the properties was less than the loan balance. While we
continued as the legal owner of the properties during this period up until the transfer ownership, all cash flows produced by
them went directly to the lender and we did not fund any debt service shortfalls, which included incremental additional interest
under the default rate of $5.3 million in 2015 and $5.8 million in 2014. We believe that the numerator to diluted EPS is the
48
most directly comparable GAAP measure to this non-GAAP measure. This measure has essentially the same limitations as
Diluted FFO, as well as the further limitation of not reflecting the effects of the excluded items; we compensate for these
limitations in essentially the same manner as described above for Diluted FFO.
Diluted FFO per share is (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. We believe that Diluted FFO per share is useful to investors
because it provides investors with a further context for evaluating our FFO results in the same manner that investors use
earnings per share (“EPS”) in evaluating net income available to common shareholders. In addition, since most equity REITs
provide Diluted FFO per share information to the investment community, we believe that Diluted FFO per share is a useful
supplemental measure for comparing us to other equity REITs. We believe that diluted EPS is the most directly comparable
GAAP measure to Diluted FFO per share. Diluted FFO per share has most of the same limitations as Diluted FFO (described
above); management compensates for these limitations in essentially the same manner as described above for Diluted FFO.
Diluted FFO per share, as adjusted for comparability is (1) Diluted FFO, as adjusted for comparability 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. We
believe that this measure is useful to investors because it provides investors with a further context for evaluating our FFO
results. We believe that diluted EPS is the most directly comparable GAAP measure to this per share measure. This measure
has most of the same limitations as Diluted FFO (described above) as well as the further limitation of not reflecting the effects
of the excluded items; we compensate for these limitations in essentially the same manner as described above for Diluted FFO.
The computations for all of the above measures on a diluted basis assume the conversion of common units in COPLP but
do not assume the conversion of other securities that are convertible into common shares if the conversion of those securities
would increase per share measures in a given period.
We use measures called payout ratios as supplemental measures of our ability to make distributions to investors based on
each of the following: FFO; Diluted FFO; and Diluted FFO, adjusted for comparability. These measures are defined as (1) the
sum of (a) dividends on common shares and (b) distributions to holders of interests in COPLP and dividends on convertible
preferred shares when such distributions and dividends are included in Diluted FFO divided by either (2) FFO, Diluted FFO or
Diluted FFO, adjusted for comparability.
49
The tables appearing below and on the following page sets forth the computation of the above stated measures for the years
ended December 31, 2011 through 2015 and provides reconciliations to the GAAP measures of COPT and subsidiaries
associated with such measures:
Net income (loss)
Add: Real estate-related depreciation and amortization
Add: Depreciation and amortization on unconsolidated real estate
entities allocable to COPT
Add: Impairment losses on previously depreciated operating
properties
Less: Gain on sales of previously depreciated operating properties,
net of income taxes
FFO
Less: Noncontrolling interests-preferred units in the Operating
Partnership
Less: FFO allocable to other noncontrolling interests
Less: Preferred share dividends
Less: Issuance costs associated with redeemed preferred shares
Basic and diluted FFO allocable to share-based compensation awards
Basic and diluted FFO available to common shares and common unit
holders
Operating property acquisition costs
Gain on sales of non-operating properties, net of income taxes
Impairment losses (recoveries) on other properties
Income tax expense (benefit) on impairments on other properties
Valuation allowance on tax asset associated with FFO comparability
adjustments
Loss on interest rate derivatives
(Gain) loss on early extinguishment of debt
Issuance costs associated with redeemed preferred shares
Demolition costs on redevelopment properties
Executive transition costs
Add: Negative FFO of properties conveyed to extinguish debt in
default
Diluted FFO comparability adjustments allocable to share-based
compensation awards
Diluted FFO available to common share and common unit holders, as
adjusted for comparability
For the Year Ended December 31,
2012
2013
2014
(Dollars and shares in thousands, except per share data)
$ 101,544
117,719
$ 20,341
121,937
$ 45,206
136,086
$(127,576)
134,131
2011
2015
$ 188,878
140,025
—
—
—
346
492
4,110
1,370
32,047
70,263
70,512
(64,062)
268,951
(5,117)
177,545
(9,004)
242,306
(20,928)
191,959
(660)
(3,586)
(14,210)
—
(1,041)
(660)
(3,216)
(15,939)
(1,769)
(665)
(660)
(3,710)
(19,971)
(2,904)
(912)
(660)
(1,989)
(20,844)
(1,827)
(919)
(4,811)
72,748
(660)
(1,887)
(16,102)
—
(1,037)
$ 249,454
4,134
(3,985)
19,413
—
$ 155,296
—
(5,578)
49
—
$ 214,149
—
(2,683)
—
—
$ 165,720
229
(33)
(3,353)
673
$ 53,062
156
(2,717)
80,509
(4,775)
—
386
(85,655)
—
1,396
—
—
—
9,668
1,769
—
1,056
10,456
10,928
225
(78)
1,855
—
(40,780)
2,904
—
—
—
168
—
—
(793)
1,827
—
2,157
—
—
—
29,805
2,023
—
—
—
—
—
$ 195,824
$ 173,110
$ 175,613
$ 166,427
$ 158,063
Weighted average common shares
Conversion of weighted average common units
Weighted average common shares/units - Basic FFO
Dilutive effect of share-based compensation awards
Weighted average common shares/units - Diluted FFO
93,914
3,692
97,606
61
97,667
88,092
3,897
91,989
171
92,160
85,167
3,869
89,036
57
89,093
73,454
4,235
77,689
53
77,742
69,382
4,355
73,737
111
73,848
Diluted FFO per share
Diluted FFO per share, as adjusted for comparability
$
$
2.55
2.01
$
$
1.69
1.88
$
$
2.40
1.97
$
$
2.13
2.14
$
$
0.72
2.14
50
Numerator for diluted EPS
Add: Income allocable to noncontrolling interests-common units in
the Operating Partnership
Add: Real estate-related depreciation and amortization
Add: Depreciation and amortization of unconsolidated real estate
entities
Add: Impairment losses on previously depreciated operating
properties
Add: Numerator for diluted EPS allocable to share-based
compensation awards
Less: Depreciation and amortization allocable to noncontrolling
interests in other consolidated entities
Less: Decrease in noncontrolling interests unrelated to earnings
Less: Basic and diluted FFO allocable to share-based compensation
awards
Less: Gain on sales of previously depreciated operating properties,
net of income taxes
Basic and diluted FFO available to common share and common unit
holders
Operating property acquisition costs
Gain on sales of non-operating properties, net of income taxes
Impairment losses (recoveries) on other properties
Income tax expense (benefit) on impairments on other properties
Valuation allowance on tax asset associated with FFO comparability
adjustments
Loss on interest rate derivatives
(Gain) loss on early extinguishment of debt
Issuance costs associated with redeemed preferred shares
Demolition costs on redevelopment properties
Executive transition costs
Add: Negative FFO of properties conveyed to extinguish debt in
default
Diluted FFO comparability adjustments allocable to share-based
compensation awards
Diluted FFO available to common share and common unit holders, as
adjusted for comparability
2015
For the Year Ended December 31,
2012
2013
2014
(Dollars and shares in thousands, except per share data)
$ 70,418
$ (2,163)
$ 22,115
2011
$(136,567)
$ 169,787
—
140,025
—
1,006
136,086
—
3,283
117,719
—
(87)
(8,439)
121,937
346
134,131
492
4,110
1,370
32,047
70,263
70,512
706
(750)
679
(1,041)
432
(725)
794
(665)
414
469
1,037
(927)
1,111
(633)
(2,565)
(849)
(1,407)
(912)
(919)
(1,037)
(64,062)
(5,117)
(9,004)
(20,928)
(4,811)
$ 249,454
4,134
(3,985)
19,413
—
$ 155,296
—
(5,578)
49
—
$ 214,149
—
(2,683)
—
—
$ 165,720
229
(33)
(3,353)
673
$ 53,062
156
(2,717)
80,509
(4,775)
—
386
(85,655)
—
1,396
—
—
—
9,668
1,769
—
1,056
10,456
10,928
225
(78)
1,855
—
(40,780)
2,904
—
—
—
168
—
—
(793)
1,827
—
2,157
—
—
—
29,805
2,023
—
—
—
—
—
$ 195,824
$ 173,110
$ 175,613
$ 166,427
$ 158,063
Denominator for diluted EPS
Weighted average common units
Anti-dilutive EPS effect of share-based compensation awards
Denominator for diluted FFO per share measures
97,667
—
—
97,667
88,263
3,897
—
92,160
85,224
3,869
—
89,093
73,454
4,235
53
77,742
69,382
4,355
111
73,848
Dividends on common shares
Common unit distributions
Numerator for diluted FFO payout ratio, adjusted for comparability
FFO payout ratio
Diluted FFO payout ratio
Diluted FFO payout ratio, as adjusted for comparability
$ 103,998
4,046
$ 108,044
$ 97,944
4,270
$ 102,214
$ 95,246
4,280
$ 99,526
$ 81,720
4,617
$ 86,337
$ 116,717
7,173
$ 123,890
40.2%
43.3%
55.2%
57.6%
65.8%
59.0%
41.1%
46.5%
56.7%
45.0%
52.1%
51.9%
170.3%
233.5%
78.4%
51
Property Additions
The table below sets forth the major components of our additions to properties for 2015 and 2014:
Construction, development and redevelopment
Acquisition of operating properties (1)
Tenant improvements on operating properties (2)
Capital improvements on operating properties
Variance
For the Years Ended December 31,
2014
2015
(in thousands)
$ 206,583
—
25,674
22,611
$ 254,868
$ 219,469
194,617
24,999
29,293
$ 468,378
12,886
194,617
(675)
6,682
$ 213,510
$
(1) Excludes intangible assets and liabilities associated with acquisitions.
(2) Tenant improvement costs incurred on newly-constructed properties are classified in this table as construction, development and redevelopment.
Cash Flows
Net cash flow provided by operating activities increased $10.1 million from 2014 to 2015 due primarily to:
•
•
•
•
a $10.7 million increase in cash flow from real estate operations due primarily to properties acquired and placed in service
since the prior period;
a $13.3 million decrease in interest expense paid from 2014 to 2015 due in large part to: a $6.4 million decrease in interest
paid on the $150.0 million nonrecourse loan that was in default (as discussed above) since we did not support payments on
the loan in 2015; and a $6.0 million decrease due to a change in the timing of interest payments resulting from new debt
requiring interest payments semi-annually rather than monthly; and
an $8.6 million decrease in payments to early extinguish debt due primarily to our defeasance of mortgage loans in 2014;
offset in part by
a $17.3 million decrease in cash flow from construction contract and other services from 2014 to 2015 due in large part to
the timing of cash payments and collections on third party construction projects.
Net cash flow used in investing activities increased $97.8 million from 2014 to 2015 due primarily to operating property
acquisitions in 2015, offset in part by increased proceeds from sales of properties in 2015.
Net cash flow provided by financing activities in 2015 was $157.8 million and included the following:
•
•
•
•
•
•
•
net proceeds from debt borrowings of $259.0 million; and
net proceeds from the issuance of common shares (or units) of $28.6 million; offset in part by
dividends and/or distributions to shareholders and/or unitholders of $122.6 million.
Net cash flow used in financing activities in 2014 was $32.5 million and included the following:
net proceeds from the issuance of common shares (or units) of $150.2 million; offset in part by
net repayments of borrowings of $9.3 million;
redemption of preferred shares (or units) of $50.0 million; and
dividends and/or distributions to shareholders and/or unitholders of $118.1 million.
Liquidity and Capital Resources of COPT
COPLP is the entity through which COPT, the sole general partner of COPLP, conducts almost all of its operations and
owns almost all of its assets. COPT issues public equity from time to time, but does not otherwise generate any capital itself or
conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed
by COPLP. COPT itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of
COPLP. COPT’s principal funding requirement is the payment of dividends on its common and preferred shares. COPT’s
principal source of funding for its dividend payments is distributions it receives from COPLP.
As of December 31, 2015, COPT owned 96.3% of the outstanding common units and 95.5% of the outstanding preferred
units in COPLP; the remaining common and preferred units in COPLP were owned by third parties. As the sole general partner
of COPLP, COPT has the full, exclusive and complete responsibility for COPLP’s day-to-day management and control.
52
The liquidity of COPT is dependent on COPLP’s ability to make sufficient distributions to COPT. The primary cash
requirement of COPT is its payment of dividends to its shareholders. COPT also guarantees some of the Operating
Partnership’s debt, as discussed further in Note 10 of the notes to consolidated financial statements included elsewhere herein.
If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger COPT’s guarantee obligations, then
COPT will be required to fulfill its cash payment commitments under such guarantees. However, COPT’s only significant
asset is its investment in COPLP.
As discussed further below, we believe the Operating Partnership’s sources of working capital, specifically its cash flow
from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution
payments to COPT and, in turn, for COPT to make its dividend payments to its shareholders.
COPT’s short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to its
shareholders. COPT periodically accesses the public equity markets to raise capital by issuing common and/or preferred
shares.
For COPT to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least
90% of its ordinary taxable income. As a result of this distribution requirement, it cannot rely on retained earnings to fund its
ongoing operations to the same extent that some other companies can. COPT may need to continue to raise capital in the
equity markets to fund COPLP’s working capital needs, acquisitions and developments.
Liquidity and Capital Resources of COPLP
Our primary cash requirements are for operating expenses, debt service, development of new properties, improvements to
existing properties and acquisitions. We expect to continue to use cash flow provided by operations as the primary source to
meet our short-term capital needs, including property operating expenses, general and administrative expenses, interest
expense, scheduled principal amortization of debt, distributions to our security holders and improvements to existing
properties. As of December 31, 2015, we had $60.3 million in cash and cash equivalents; most of this balance was attributable
to $57.2 million in cash held from dispositions as of December 31, 2015 that we expect to use in 2016 to fund development
activities.
Our senior unsecured debt is currently rated investment grade by the three major rating agencies. We aim to maintain an
investment grade rating to enable us to use debt comprised of unsecured, primarily fixed-rate debt (including the effect of
interest rate swaps) from public markets and banks. We also use secured nonrecourse debt from institutional lenders and banks,
when appropriate. In addition, we periodically access the public equity markets to raise capital by issuing common and/or
preferred shares.
We use our Revolving Credit Facility to initially finance much of our investing activities. We subsequently pay down the
facility using proceeds from long-term borrowings, equity issuances and property sales. The lenders’ aggregate commitment
under the facility is $800.0 million, with the ability for us to increase the lenders’ aggregate commitment to $1.3 billion,
provided that there is no default under the facility and subject to the approval of the lenders. Amounts available under the
facility are computed based on 60% of our unencumbered asset value, as defined in the loan agreement. The Revolving Credit
Facility matures in May 2019, and may be extended by two six-month periods at our option, provided that there is no default
under the facility and we pay an extension fee of 0.075% of the total availability of the facility. As of December 31, 2015, the
maximum borrowing capacity under this facility totaled $800.0 million, of which $741.7 million was available.
We believe that our liquidity and capital resources are adequate for our near-term and longer-term requirements without
necessitating property sales. We do, however, expect to raise at least $440 million from sales of properties in 2016 and use the
proceeds to repay borrowings and fund development costs.
53
The following table summarizes our contractual obligations as of December 31, 2015 (in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
For the Years Ending December 31,
Contractual obligations (1)
Debt (2)
Balloon payments due upon maturity
Scheduled principal payments
Interest on debt (3)
New construction and redevelopment
obligations (4)(5)
Third-party construction and
development obligations (5)(6)
Capital expenditures for operating
properties (5)(7)
Operating leases (8)
Other purchase obligations
Total contractual cash obligations
$ 201,713
6,396
77,100
$
— $
3,252
67,611
— $ 163,500
3,514
65,673
3,400
67,470
$ 312,132
3,120
60,294
$ 1,391,229
8,974
157,263
$ 2,068,574
28,656
495,411
69,785
17,225
10,691
—
788
—
—
—
—
—
—
—
87,798
10,691
32,394
1,189
1,779
$ 401,047
$
9,028
1,117
938
99,171
$
6,459
1,071
479
79,667
—
1,049
342
$ 234,078
—
1,067
94
$ 376,707
—
86,798
5
$ 1,644,269
47,881
92,291
3,637
$ 2,834,939
(1) The contractual obligations set forth in this table exclude property operations contracts that may be terminated with notice of one month
or less.
(2) Represents scheduled principal amortization payments and maturities only and therefore excludes a net debt discounts and deferred
financing costs of $19.5 million. We expect to repay most of our debt maturing in 2016 using proceeds from a term loan with $150.0
million in available capacity that we entered into in December 2015. As of December 31, 2015, maturities include $43.5 million in 2019
that may be extended to 2020, subject to certain conditions.
(3) Represents interest costs for our outstanding debt as of December 31, 2015 for the terms of such debt. For variable rate debt, the
amounts reflected above used December 31, 2015 interest rates on variable rate debt in computing interest costs for the terms of such
debt.
(4) Represents contractual obligations pertaining to new development and redevelopment activities, including land acquisitions.
(5) Due to the long-term nature of certain construction and development contracts and leases included in these lines, the amounts reported in
the table represent our estimate of the timing for the related obligations being payable.
(6) Represents contractual obligations pertaining to projects for which we are acting as construction manager on behalf of unrelated parties
who are our clients. We expect to be reimbursed in full for these costs by our clients.
(7) Represents contractual obligations pertaining to recurring and nonrecurring capital expenditures for our operating properties. We expect
to finance these costs primarily using cash flow from operations.
(8) We expect to pay these items using cash flow from operations.
We expect to spend approximately $250.0 million on construction and development costs and approximately $60.0
million on improvements to operating properties (including the commitments set forth in the table above) in 2016. We expect
to fund the construction and development costs using primarily cash on hand and borrowings under our Revolving Credit
Facility. We expect to use proceeds from the disposition of properties to repay borrowings under our Revolving Credit Facility.
We expect to fund improvements to existing operating properties using cash flow from operations.
Certain of our debt instruments require that we comply with a number of restrictive financial covenants, including
maximum leverage ratio, unencumbered leverage ratio, minimum net worth, minimum fixed charge coverage, minimum
unencumbered interest coverage ratio, minimum debt service and maximum secured indebtedness ratio. As of December 31,
2015, we were in compliance with these financial covenants.
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements during 2015.
Inflation
Most of our tenants are obligated to pay their share of a building’s operating expenses to the extent such expenses exceed
amounts established in their leases, which are based on historical expense levels. Some of our tenants are obligated to pay their
full share of a building’s operating expenses. These arrangements somewhat reduce our exposure to increases in such costs
resulting from inflation.
54
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the recognition of revenue
from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of
revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and
interim periods beginning January 1, 2018 using one of two methods: retrospective restatement for each reporting period
presented at the time of adoption, or retrospectively with the cumulative effect of initially applying this guidance recognized at
the date of initial application. We are currently assessing the financial impact of this guidance on our consolidated financial
statements.
In January 2015, the FASB issued guidance regarding the presentation of extraordinary and unusual items in statements of
operations. This guidance eliminates the concept of extraordinary items. However, the presentation and disclosure
requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include
items that are both unusual in nature and infrequent in occurrence. This guidance is effective for periods beginning after
December 15, 2015. We expect that the application of this guidance will have no effect on our reported consolidated financial
statements.
In February 2015, the FASB issued guidance regarding amendments to the consolidation analysis. This guidance amends
the criteria for determining which entities are considered variable interest entities (“VIE”), amends the criteria for determining
if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for
application of the VIE consolidation model. This guidance is effective for annual periods, and interim periods therein,
beginning after December 15, 2015. We are currently assessing the financial impact of this guidance on our consolidated
financial statements.
In April 2015, the FASB issued guidance that changes the presentation of debt issuance costs in financial statements. This
guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather
than as an asset. Amortization of the costs will continue to be reported as interest expense. This guidance was further updated
in August 2015 with respect to debt issuance costs of line-of-credit arrangements to note that it will be permissible for an entity
to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the
term of a line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit
arrangement. This guidance is effective for annual reporting periods beginning after December 15, 2016. Early adoption is
permitted. We early adopted this guidance in December 2015 and it was applied retrospectively to each prior period presented.
The application of this guidance did not materially affect our consolidated financial statements.
In September 2015, the FASB issued guidance that eliminates the requirement to restate prior period financial statements
for measurement period adjustments following a business combination. The guidance requires that the cumulative impact of a
measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the
adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the
statement of operations or disclosed in the notes. This guidance is effective for annual reporting periods beginning after
December 15, 2015. This guidance will be applied prospectively for measurement period adjustments that occur after the
effective date. We expect that the application of this guidance will not materially affect our consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in
interest rates can result in increased interest expense under our Revolving Credit Facility and other variable rate debt. Increases
in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced.
55
The following table sets forth as of December 31, 2015 our debt obligations and weighted average interest rates on debt
maturing each year (dollars in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
For the Years Ending December 31,
Debt:
Fixed rate debt (1)
Weighted average interest rate
Variable rate debt (2)
$ 171,728
7.19%
$
36,381
$
$
Weighted average interest rate (3)
2.24%
2,883
4.49%
369
2.09%
$
$
3,017
$
3,118
$
2,814
$ 1,300,203
$ 1,483,763
4.52%
383
2.09%
4.51%
4.01%
4.31%
4.65%
$ 163,896
$ 312,438
$ 100,000
$ 613,467
2.14%
1.67%
2.23%
1.92%
(1) Represents principal maturities only and therefore excludes net debt discounts and deferred financing costs of $19.5 million.
(2) As of December 31, 2015, maturities include $43.5 million in 2019 that may be extended to 2020, subject to certain conditions.
(3) The amounts reflected above used December 31, 2015 interest rates on variable rate debt.
The fair value of our debt was $2.1 billion as of December 31, 2015 and $1.9 billion as of December 31, 2014. If interest
rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $112 million as of
December 31, 2015 and $86 million as of December 31, 2014.
The following table sets forth information pertaining to interest rate swap contracts in place as of December 31, 2015 and
2014 and their respective fair values (dollars in thousands):
$
Notional
Amount
100,000
100,000
100,000
100,000
13,941 (1)
100,000
100,000
50,000
36,200
100,000
100,000
Fixed Rate
Floating Rate Index
0.8055% One-Month LIBOR
0.8100% One-Month LIBOR
1.6730% One-Month LIBOR
1.7300% One-Month LIBOR
1.3900% One-Month LIBOR
1.9013% One-Month LIBOR
1.9050% One-Month LIBOR
1.9079% One-Month LIBOR
3.8300% One-Month LIBOR + 2.25%
0.8320% One-Month LIBOR
0.8320% One-Month LIBOR
Effective
Date
9/2/2014
9/2/2014
9/1/2015
9/1/2015
10/13/2015
9/1/2016
9/1/2016
9/1/2016
11/2/2010
1/3/2012
1/3/2012
Expiration
Date
9/1/2016
9/1/2016
8/1/2019
8/1/2019
10/1/2020
12/1/2022
12/1/2022
12/1/2022
11/2/2015
9/1/2015
9/1/2015
$
$
Fair Value at
December 31,
2015
2014
(148) $
(151)
(1,217)
(1,429)
53
(138)
(45)
(32)
—
—
—
(3,107) $
(317)
(324)
239
35
—
—
—
—
(400)
(407)
(407)
(1,581)
(1) The notional amount of this instrument is scheduled to amortize to $12.1 million.
Based on our variable-rate debt balances, including the effect of interest rate swap contracts, our interest expense would
have increased by $2.5 million in 2015 and $1.9 million in 2014 if short-term interest rates were 1% higher. Interest expense in
2015 was more sensitive to a change in interest rates than 2014 due primarily to our having a higher average variable-rate debt
balance in 2015.
Item 8. Financial Statements and Supplementary Data
This item is included in a separate section at the end of this report beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of
December 31, 2015. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures as of December 31, 2015 were functioning effectively to provide reasonable assurance that
56
the information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as
amended is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
I.
Internal Control Over Financial Reporting
COPT
(a) Management’s Annual Report on Internal Control Over Financial Reporting
Management’s Annual Report on Internal Control Over Financial Reporting is included in a separate section at the end of
this report on page F-2.
(b) Report of Independent Registered Public Accounting Firm
The Report of Independent Registered Public Accounting Firm is included in a separate section at the end of this report on
page F-4.
(c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
COPLP
(a) Management’s Annual Report on Internal Control Over Financial Reporting
Management’s Annual Report on Internal Control Over Financial Reporting is included in a separate section at the end of
this report on page F-3.
(b) Report of Independent Registered Public Accounting Firm
The Report of Independent Registered Public Accounting Firm is included in a separate section at the end of this report on
page F-5.
(c) Change in Internal Control over Financial Reporting
No change in the Operating Partnership’s internal control over financial reporting occurred during the most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information
None.
57
PART III
Items 10, 11, 12, 13 & 14. Directors, Executive Officers and Corporate Governance; Executive Compensation; Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships
and Related Transactions, and Director Independence; and Principal Accountant Fees and Services
For the information required by Item 10, Item 11, Item 12, Item 13 and Item 14, you should refer to COPT’s definitive
proxy statement relating to the 2015 Annual Meeting of COPT’s Shareholders to be filed with the Securities and Exchange
Commission no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as exhibits to this Form 10-K:
PART IV
1. Financial Statements. See “Index to consolidated financial statements” on page F-1 of this Annual Report on Form
10-K.
2. Financial Statement Schedules. See “Index to consolidated financial statements” on page F-1 of this Annual Report
on Form 10-K.
3. See section below entitled “Exhibits.”
(b) Exhibits. Refer to the Exhibit Index that follows. Unless otherwise noted, the file number of all documents incorporated by
reference is 1-14023.
EXHIBIT
NO.
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5
3.1.6
3.1.7
3.1.8
3.1.9
3.1.10
3.1.11
3.1.12
DESCRIPTION
Amended and Restated Declaration of Trust of Registrant (filed with the Registrant’s Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
Articles of Amendment of Amended and Restated Declaration of Trust (filed on March 22, 2002 with the
Company’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by
reference).
Articles of Amendment of Amended and Restated Declaration of Trust (filed with the Company’s Current
Report on Form 8-K on December 29, 2004 and incorporated herein by reference).
Articles Supplementary of Corporate Office Properties Trust relating to the Series G Cumulative Redeemable
Preferred Shares, dated August 6, 2003 (filed with the Registrant’s Registration Statement on Form 8-A on
August 7, 2003 and incorporated herein by reference).
Articles Supplementary of Corporate Office Properties Trust relating to the Series H Cumulative Redeemable
Preferred Shares, dated December 11, 2003 (filed with the Company’s Current Report on Form 8-K on
December 12, 2003 and incorporated herein by reference).
Articles Supplementary of Corporate Office Properties Trust relating to the Series J Cumulative Redeemable
Preferred Shares of Beneficial Interest (filed with the Company’s Current Report on Form 8-K dated July 19,
2006 and incorporated herein by reference).
Articles Supplementary of Corporate Office Properties Trust relating to the Series K Cumulative Redeemable
Convertible Preferred Shares of Beneficial Interest (filed with the Company’s Current Report on Form 8-K
dated January 16, 2007 and incorporated herein by reference).
Articles Supplementary of Corporate Office Properties Trust relating to the Series L Cumulative Preferred
Shares of Beneficial Interest (filed with the Company’s Current Report on Form 8-K dated June 25, 2012 and
incorporated herein by reference).
Articles of Amendment of Amended and Restated Declaration of Trust (filed with the Company’s Current
Report on Form 8-K dated May 28, 2008 and incorporated herein by reference).
Articles of Amendment of Amended and Restated Declaration of Trust (filed with the Company’s Current
Report on Form 8-K dated May 19, 2010 and incorporated herein by reference).
Articles of Amendment of Amended and Restated Declaration of Trust (filed with the Company’s Current
Report on Form 8-K dated June 19, 2012 and incorporated herein by reference).
Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on
September 22, 2014 (filed with the Company’s Current Report on Form 8-K dated September 24, 2014 and
incorporated herein by reference).
58
EXHIBIT
NO.
DESCRIPTION
3.2.1
3.2.2
3.3
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
10.1.6
10.1.7
10.1.8
10.1.9
10.1.10
10.1.11
10.1.12
10.1.13
10.1.14
10.1.15
10.1.16
Bylaws of the Registrant, as amended and restated on December 3, 2009 (filed with the Company’s Current
Report on Form 8-K dated December 9, 2009 and incorporated herein by reference).
First Amendment to Amended and Restated Bylaws (filed with the Company’s Current Report on Form 8-K
dated December 18, 2012 and incorporated herein by reference).
Form of certificate for the Registrant's Common Shares of Beneficial Interest, $0.01 par value per share (filed
with the Registrant's Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated
herein by reference).
Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated December 7,
1999 (filed on March 16, 2000 with the Company’s Annual Report on Form 10-K for the year ended December
31, 1999 and incorporated herein by reference).
First Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated December 21, 1999 (filed on March 16, 2000 with the Company’s Annual Report on Form
10-K for the year ended December 31, 1999 and incorporated herein by reference).
Second Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated December 21, 1999 (filed with the Company’s Post Effective Amendment No. 2 to Form S-3
dated November 1, 2000 (Registration Statement No. 333-71807) and incorporated herein by reference).
Third Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated September 29, 2000 (filed with the Company’s Post Effective Amendment No. 2 to Form S-3
dated November 1, 2000 (Registration Statement No. 333-71807) and incorporated herein by reference).
Fourth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated November 27, 2000 (filed on March 27, 2003 with the Company’s Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein by reference).
Fifth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated January 25, 2001 (filed on March 27, 2003 with the Company’s Annual Report on Form 10-K
for the year ended December 31, 2002 and incorporated herein by reference).
Sixth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated April 3, 2001 (filed with the Company’s Current Report on Form 8-K dated April 4, 2001 and
incorporated herein by reference).
Seventh Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated August 30, 2001 (filed on March 27, 2003 with the Company’s Annual Report on Form 10-K
for the year ended December 31, 2002 and incorporated herein by reference).
Eighth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated September 14, 2001 (filed with the Company’s Amended Current Report on Form 8-K dated
September 14, 2001 and incorporated herein by reference).
Ninth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated October 16, 2001 (filed on March 27, 2003 with the Company’s Annual Report on Form 10-
K for the year ended December 31, 2002 and incorporated herein by reference).
Tenth Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated December 29, 2001 (filed on March 27, 2003 with the Company’s Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein by reference).
Eleventh Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating
Partnership, dated December 15, 2002 (filed on March 27, 2003 with the Company’s Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein by reference).
Twelfth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated June 2, 2003 (filed on August 12, 2003 with the Registrant’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2003 and incorporated herein by reference).
Thirteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated August 11, 2003 (filed on March 27, 2003 with the Company’s Annual Report on Form
10-K for the year ended December 31, 2002 and incorporated herein by reference).
Fourteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated December 18, 2003 (filed on March 11, 2004 with the Company’s Annual Report on
Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
Fifteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated January 31, 2004 (filed on March 11, 2004 with the Company’s Annual Report on Form
10-K for the year ended December 31, 2003 and incorporated herein by reference).
59
EXHIBIT
NO.
10.1.17
10.1.18
10.1.19
10.1.20
10.1.21
10.1.22
10.1.23
10.1.24
10.1.25
10.1.26
10.1.27
10.1.28
10.1.29
10.1.30
10.1.31
10.1.32
10.1.33
10.2.1*
10.2.2*
DESCRIPTION
Sixteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated April 15, 2004 (filed on May 7, 2004 with the Company’s Form 10-Q for the quarter
ended March 31, 2004 and incorporated herein by reference).
Seventeenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated September 23, 2004 (filed with the Company’s Current Report on Form 8-K dated
September 23, 2004 and incorporated herein by reference).
Eighteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated April 18, 2005 (filed with the Company’s Form 8-K on April 22, 2005 and incorporated
herein by reference).
Nineteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated July 8, 2005 (filed with the Company’s Current Report on Form 8-K on July 14, 2005
and incorporated herein by reference).
Twentieth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated June 29, 2006 (filed with the Company’s Current Report on Form 8-K dated July 6, 2006
and incorporated herein by reference).
Twenty-First Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated July 20, 2006 (filed with the Company’s Current Report on Form 8-K dated July 26, 2006
and incorporated herein by reference).
Twenty-Second Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated January 9, 2007 (filed with the Company’s Current Report on Form 8-K dated
January 16, 2007 and incorporated herein by reference).
Twenty-Third Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated April 6, 2007 (filed with the Company’s Current Report on Form 8-K dated April
12, 2007 and incorporated herein by reference).
Twenty-Fourth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated November 2, 2007 (filed with the Company’s Current Report on Form 8-K dated
November 5, 2007 and incorporated herein by reference).
Twenty-Fifth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated December 31, 2008 (filed with the Company’s Current Report on Form 8-K dated
January 5, 2009 and incorporated herein by reference).
Twenty-Sixth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated March 4, 2010 (filed with the Company’s Current Report on Form 8-K dated
March 10, 2010 and incorporated herein by reference).
Twenty-Seventh Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated February 3, 2011 (filed with the Company’s Current Report on Form 8-K dated
February 3, 2011 and incorporated herein by reference).
Twenty-Eighth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated September 15, 2011 (filed with the Company’s Current Report on Form 8-K dated
September 16, 2011 and incorporated herein by reference).
Twenty-Ninth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated June 27, 2012 (filed with the Company’s Current Report on Form 8-K dated June
27, 2012 and incorporated herein by reference).
Thirtieth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated July 16, 2013 (filed with the Company’s Current Report on Form 8-K dated July 19, 2013
and incorporated herein by reference).
Thirty-First Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office
Properties, L.P., dated September 17, 2013 (filed with the Company’s Current Report on Form 8-K dated
September 19, 2013 and incorporated herein by reference).
Thirty-Second Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate
Office Properties, L.P., dated April 15, 2015 (filed with the Company’s Current Report on Form 8-K dated April
21, 2015 and incorporated herein by reference).
Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed with the Registrant’s Registration
Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
Amendment No. 1 to Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed on August 13,
1999 with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and incorporated
herein by reference).
60
EXHIBIT
NO.
10.2.3*
10.3*
10.4*
10.5.1*
10.5.2*
10.6.1*
10.6.2*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13
10.14
10.15
10.16
10.17
DESCRIPTION
Amendment No. 2 to Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed on March 22,
2002 with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated
herein by reference).
Corporate Office Properties Trust Supplemental Nonqualified Deferred Compensation Plan (filed with the
Registrant’s Registration Statement on Form S-8 (Commission File No. 333-87384) and incorporated herein by
reference).
Separation Agreement and Release, dated February 3, 2015, between Corporate Office Properties Trust,
Corporate Office Properties, L.P., and Stephen E. Riffee (filed with the Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2015 and incorporated herein by reference).
Corporate Office Properties Trust Supplemental Nonqualified Deferred Compensation Plan (filed with the
Company’s Current Report on Form 8-K dated December 10, 2008 and incorporated herein by reference).
First Amendment to the Corporate Office Properties Trust Supplemental Nonqualified Deferred Compensation
Plan dated December 4, 2008 (filed with the Company’s Current Report on Form 8-K dated December 10, 2008
and incorporated herein by reference).
Corporate Office Properties Trust 2008 Omnibus Equity and Incentive Plan (included in Appendix A to the
Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission
on April 9, 2008 and incorporated herein by reference).
Corporate Office Properties Trust Amended and Restated 2008 Omnibus Equity and Incentive Plan (included in
Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 30, 2010 and incorporated herein by reference).
Corporate Office Properties Trust and Corporate Office Properties, L.P. Executive Change in Control and
Severance Plan (filed with the Company’s Current Report on Form 8-K dated March 13, 2013 and incorporated
herein by reference).
Letter Agreement, dated March 8, 2013, between Corporate Office Properties Trust, Corporate Office
Properties, L.P., and Roger A. Waesche, Jr. (filed with the Company’s Current Report on Form 8-K dated March
13, 2013 and incorporated herein by reference).
Letter Agreement, dated August 28, 2014, between Corporate Office Properties Trust, Corporate Office
Properties, L.P., and Wayne H. Lingafelter (filed with the Company’s Current Report on Form 8-K dated
September 3, 2014 and incorporated herein by reference).
Letter Agreement, dated September 26, 2014, between Corporate Office Properties Trust, Corporate Office
Properties, L.P., and Stephen E. Budorick (filed with the Company’s Current Report on Form 8-K dated
October 1, 2014 and incorporated herein by reference).
Letter Agreement, dated January 19, 2015, between Corporate Office Properties Trust, Corporate Office
Properties, L.P., and Anthony Mifsud (filed with the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2015 and incorporated herein by reference).
Letter Agreement, dated June 2, 2015, between Corporate Office Properties Trust, Corporate Office Properties,
L.P., and Karen M. Singer (filed with the Company’s Current Report on Form 8-K dated June 5, 2015 and
incorporated herein by reference).
Amended and Restated Registration Rights Agreement, dated March 16, 1998, for the benefit of certain
shareholders of the Company (filed on August 12, 1998 with the Company’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 and incorporated herein by reference).
Amended, Restated and Consolidated Credit Agreement, dated as of May 6, 2015, by and among Corporate
Office Properties, L.P.; Corporate Office Properties Trust; KeyBank National Association; KeyBanc Capital
Markets, Inc.; J.P. Morgan Securities LLC; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; PNC Bank,
National Association; Royal Bank of Canada; Wells Fargo Bank, National Association; Barclays Bank PLC;
Regions Bank; Citizens Bank of Pennsylvania; and Citibank, N.A. (filed with the Company’s Current Report on
Form 8-K dated May 12, 2015 and incorporated herein by reference).
Indenture, dated as of May 6, 2013, among Corporate Office Properties, L.P., as issuer, Corporate Office
Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with the Company’s Current
Report on Form 8-K dated May 7, 2013 and incorporated herein by reference).
Registration Rights Agreement, dated May 6, 2013, among Corporate Office Properties, L.P., Corporate Office
Properties Trust, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (filed with the Company’s
Current Report on Form 8-K dated May 7, 2013 and incorporated herein by reference).
Indenture, dated as of September 16, 2013, by and among Corporate Office Properties, L.P., as issuer, Corporate
Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with the Company’s
Current Report on Form 8-K dated September 19, 2013 and incorporated herein by reference).
61
EXHIBIT
NO.
10.18
10.19
10.20
10.21
12.1
12.2
21.1
21.2
23.1
23.2
31.1
31.2
31.3
31.4
32.1
32.2
32.3
32.4
101.INS
101.SCH
101.CAL
DESCRIPTION
First Supplemental Indenture, dated September 16, 2013, by and among Corporate Office Properties, L.P., as
issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed
with the Company’s Current Report on Form 8-K dated September 19, 2013 and incorporated herein by
reference).
Second Supplemental Indenture, dated as of May 14, 2014, among Corporate Office Properties, L.P., as issuer,
Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee. (filed with the
Company’s Current Report on Form 8-K dated May 14, 2014 and incorporated herein by reference).
Third Supplemental Indenture, dated as of June 29, 2015, among Corporate Office Properties, L.P., as issuer,
Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee (filed with the
Company’s Current Report on Form 8-K dated July 1, 2015 and incorporated herein by reference).
Term Loan Agreement, dated as of December 17, 2015, by and among Corporate Office Properties, L.P.;
Corporate Office Properties Trust; Capital One, National Association, PNC Capital Markets LLC and Regions
Capital Markets, a division of Regions Bank, PNC Bank, National Association and Regions Bank (filed
herewith).
COPT’s Statement regarding Computation of Earnings to Combined Fixed Charges and Preferred Share
Dividends (filed herewith).
COPLP’s Statement regarding Computation of Consolidated Ratio of Earnings to Fixed Charges (filed
herewith).
Subsidiaries of COPT (filed herewith).
Subsidiaries of COPLP (filed herewith).
COPT’s Consent of Independent Registered Public Accounting Firm (filed herewith).
COPLP’s Consent of Independent Registered Public Accounting Firm (filed herewith).
Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14
(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14
(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
Certification of the Chief Executive Officer of Corporate Office Properties, L.P. required by Rule 15d-14
(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
Certification of the Chief Financial Officer of Corporate Office Properties, L.P. required by Rule 15d-14
(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14
(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the
Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished
herewith).
Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14
(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the
Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended). (Furnished
herewith).
Certification of the Chief Executive Officer of Corporate Office Properties, L.P. required by Rule 15d-14
(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the
Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished
herewith).
Certification of the Chief Financial Officer of Corporate Office Properties, L.P. required by Rule 15d-14
(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the
Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended). (Furnished
herewith).
XBRL Instance Document (filed herewith).
XBRL Taxonomy Extension Schema Document (filed herewith).
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
62
EXHIBIT
NO.
101.LAB
101.PRE
101.DEF
XBRL Extension Labels Linkbase (filed herewith).
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
DESCRIPTION
* - Indicates a compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
(c)
Not applicable.
63
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 25, 2016
Date: February 25, 2016
By:
By:
CORPORATE OFFICE PROPERTIES TRUST
/s/ Roger A. Waesche, Jr.
Roger A. Waesche, Jr.
President and Chief Executive Officer
/s/ Anthony Mifsud
Anthony Mifsud
Executive Vice President and Chief Financial Officer
64
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Thomas F. Brady
(Thomas F. Brady)
/s/ Roger A. Waesche, Jr.
(Roger A. Waesche, Jr.)
/s/ Anthony Mifsud
(Anthony Mifsud)
/s/ Gregory J. Thor
(Gregory J. Thor)
/s/ Robert L. Denton
( Robert L. Denton)
/s/ Philip L. Hawkins
(Philip L. Hawkins)
/s/ Elizabeth A. Hight
(Elizabeth A. Hight)
/s/ David M. Jacobstein
(David M. Jacobstein)
/s/ Steven D. Kesler
(Steven D. Kesler)
/s/ C. Taylor Pickett
(C. Taylor Pickett)
/s/ Richard Szafranski
(Richard Szafranski)
Chairman of the Board and Trustee
February 25, 2016
President and Chief Executive Officer and Trustee February 25, 2016
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
February 25, 2016
Senior Vice President, Controller and Chief
Accounting Officer (Principal Accounting Officer)
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
65
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 25, 2016
Date: February 25, 2016
CORPORATE OFFICE PROPERTIES, L.P.
By: Corporate Office Properties Trust,
its General Partner
/s/ Roger A. Waesche, Jr.
Roger A. Waesche, Jr.
President and Chief Executive Officer
/s/ Anthony Mifsud
Anthony Mifsud
Executive Vice President and Chief Financial Officer
By:
By:
66
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Thomas F. Brady
(Thomas F. Brady)
/s/ Roger A. Waesche, Jr.
(Roger A. Waesche, Jr.)
/s/ Anthony Mifsud
(Anthony Mifsud)
/s/ Gregory J. Thor
(Gregory J. Thor)
/s/ Robert L. Denton
( Robert L. Denton)
/s/ Philip L. Hawkins
(Philip L. Hawkins)
/s/ Elizabeth A. Hight
(Elizabeth A. Hight)
/s/ David M. Jacobstein
(David M. Jacobstein)
/s/ Steven D. Kesler
(Steven D. Kesler)
/s/ C. Taylor Pickett
(C. Taylor Pickett)
/s/ Richard Szafranski
(Richard Szafranski)
Chairman of the Board and Trustee
February 25, 2016
President and Chief Executive Officer and Trustee February 25, 2016
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
February 25, 2016
Senior Vice President, Controller and Chief
Accounting Officer (Principal Accounting Officer)
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
February 25, 2016
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
Trustee
67
(This page has been left blank intentionally.)
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Management’s Reports of Internal Control Over Financial Reporting
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Reports of Independent Registered Public Accounting Firm
Corporate Office Properties Trust
Corporate Office Properties, L.P.
Consolidated Financial Statements of Corporate Office Properties Trust
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014
and 2013
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Financial Statements of Corporate Office Properties, L.P.
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014
and 2013
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
Financial Statements Schedules
Schedule II - Valuation and Qualifying Accounts
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2015
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-12
F-13
F-14
F-15
F-16
F-18
F-58
F-59
F-1
Corporate Office Properties Trust Management’s Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2015. Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and trustees; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2015 based upon criteria in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that our internal
control over financial reporting was effective as of December 31, 2015 based on the criteria in Internal Control-Integrated
Framework (2013) issued by the COSO.
The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
F-2
Corporate Office Properties, L.P. Management’s Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2015. Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and trustees; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management performed an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2015 based upon criteria in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that our internal
control over financial reporting was effective as of December 31, 2015 based on the criteria in Internal Control-Integrated
Framework (2013) issued by the COSO.
The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
F-3
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Corporate Office Properties Trust:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of Corporate Office Properties Trust and its subsidiaries at December 31, 2015 and December 31, 2014, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in
conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial
statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying “Management's Report on Internal
Control over Financial Reporting”. Our responsibility is to express opinions on these financial statements, on the financial
statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in
all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As discussed in Note 2 to the consolidated financial statements, the Company adopted accounting standards update (“ASU”)
No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changed
the criteria for reporting discontinued operations in 2014.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 25, 2016
F-4
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Unitholders of Corporate Office Properties, L.P.:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of Corporate Office Properties, L.P. and its subsidiaries at December 31, 2015 and December 31, 2014, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in
conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial
statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying “Management's Report on Internal
Control over Financial Reporting”. Our responsibility is to express opinions on these financial statements, on the financial
statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal control over financial reporting was maintained in
all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As discussed in Note 2 to the consolidated financial statements, the Company adopted accounting standards update (“ASU”)
No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changed
the criteria for reporting discontinued operations in 2014.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
February 25, 2016
F-5
Corporate Office Properties Trust and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
Assets
Properties, net:
Operating properties, net
Projects in development or held for future development
Total properties, net
Assets held for sale, net
Cash and cash equivalents
Restricted cash and marketable securities
Accounts receivable (net of allowance for doubtful accounts of $1,525 and $717, respectively)
Deferred rent receivable (net of allowance of $1,962 and $1,418, respectively)
Intangible assets on real estate acquisitions, net
Deferred leasing costs (net of accumulated amortization of $66,364 and $69,998, respectively)
Investing receivables
Prepaid expenses and other assets, net
Total assets
Liabilities and equity
Liabilities:
Debt, net
Accounts payable and accrued expenses
Rents received in advance and security deposits
Dividends and distributions payable
Deferred revenue associated with operating leases
Interest rate derivatives
Other liabilities
Total liabilities
Commitments and contingencies (Note 20)
Redeemable noncontrolling interests
Equity:
Corporate Office Properties Trust’s shareholders’ equity:
Preferred Shares of beneficial interest at liquidation preference
Common Shares of beneficial interest ($0.01 par value; 125,000,000 shares authorized, shares
issued and outstanding of 94,531,512 at December 31, 2015 and 93,255,284 at December 31,
2014)
Additional paid-in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive loss
Total Corporate Office Properties Trust’s shareholders’ equity
Noncontrolling interests in subsidiaries:
Common units in COPLP
Preferred units in COPLP
Other consolidated entities
Noncontrolling interests in subsidiaries
Total equity
Total liabilities, redeemable noncontrolling interest and equity
See accompanying notes to consolidated financial statements.
December 31,
2015
2014
$ 2,920,529
429,219
3,349,748
96,782
60,310
7,716
29,167
105,484
98,338
53,868
47,875
60,024
$ 3,909,312
$ 2,751,488
545,426
3,296,914
14,339
6,077
9,069
30,698
95,910
43,854
53,927
52,147
61,301
$ 3,664,236
$ 2,077,752
91,755
37,148
30,178
19,758
3,160
13,779
2,273,530
$ 1,914,036
123,035
31,011
29,862
13,031
1,855
12,105
2,124,935
19,218
18,417
199,083
199,083
945
2,004,507
(657,172)
(2,838)
1,544,525
933
1,969,968
(717,264)
(1,297)
1,451,423
52,359
8,800
10,880
72,039
1,616,564
$ 3,909,312
51,534
8,800
9,127
69,461
1,520,884
$ 3,664,236
F-6
Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
Revenues
Rental revenue
Tenant recoveries and other real estate operations revenue
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses
Depreciation and amortization associated with real estate operations
Construction contract and other service expenses
Impairment losses
General, administrative and leasing expenses
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense
Interest and other income
Gain (loss) on early extinguishment of debt
Income from continuing operations before equity in income of unconsolidated
entities and income taxes
Equity in income of unconsolidated entities
Income tax expense
Income from continuing operations
Discontinued operations
Income before gain on sales of real estate
Gain on sales of real estate, net of income taxes
Net income
Net income attributable to noncontrolling interests:
Common units in COPLP
Preferred units in COPLP
Other consolidated entities
Net income attributable to COPT
Preferred share dividends
Issuance costs associated with redeemed preferred shares
Net income attributable to COPT common shareholders
Net income attributable to COPT:
Income from continuing operations
Discontinued operations, net
Net income attributable to COPT
Basic earnings per common share (1)
Income from continuing operations
Discontinued operations
Net income attributable to COPT common shareholders
Diluted earnings per common share (1)
Income from continuing operations
Discontinued operations
Net income attributable to COPT common shareholders
For the Years Ended December 31,
2015
2014
2013
$ 420,340
98,724
106,402
625,466
$ 386,396
93,329
106,748
586,473
$ 377,611
83,386
62,363
523,360
194,494
140,025
102,696
23,289
31,361
13,507
505,372
120,094
(89,074)
4,517
85,275
120,812
62
(199)
120,675
156
120,831
68,047
188,878
(6,403)
(660)
(3,515)
178,300
(14,210)
—
$ 164,090
$ 178,147
153
$ 178,300
$
$
$
$
1.74
—
1.74
1.74
—
1.74
$
$
$
$
$
$
$
179,934
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
34,590
229
(310)
34,509
26
34,535
10,671
45,206
(1,006)
(660)
(3,285)
40,255
(15,939)
(1,769)
22,547
40,225
30
40,255
0.25
—
0.25
0.25
—
0.25
167,199
113,214
58,875
5,857
30,869
5,436
381,450
141,910
(82,010)
3,834
(27,030)
36,704
2,110
(1,978)
36,836
55,692
92,528
9,016
101,544
(3,283)
(660)
(3,894)
93,707
(19,971)
(2,904)
70,832
41,366
52,341
93,707
0.21
0.62
0.83
0.21
0.62
0.83
$
$
$
$
$
$
$
(1) Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office
Properties Trust.
See accompanying notes to consolidated financial statements.
F-7
Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Comprehensive Income/Loss
(in thousands)
Net income
Other comprehensive (loss) income
Unrealized (losses) gains on interest rate derivatives
Losses on interest rate derivatives included in interest expense
Losses on interest rate derivatives included in loss on early extinguishment
of debt
Unrealized equity in other comprehensive (loss) income of equity method
investee
Realized equity in other comprehensive income of equity method investee
Other comprehensive (loss) income
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to COPT
For the Years Ended December 31,
2015
$ 188,878
2014
45,206
2013
$ 101,544
$
(4,739)
3,599
(7,799)
2,990
—
38
6,791
2,740
—
(264)
—
(1,404)
187,474
(10,715)
$ 176,759
$
—
—
(4,771)
40,435
(4,957)
35,478
1,070
(1,070)
9,531
111,075
(8,453)
$ 102,622
See accompanying notes to consolidated financial statements.
F-8
Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Equity
(Dollars in thousands)
Cumulative
Distributions in
Excess of Net
Income
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Balance at December 31, 2012 (80,952,986 common shares outstanding)
Redemption of preferred shares (3,390,000 shares)
Conversion of common units to common shares (311,343 shares)
Common shares issued to the public (4,485,000 shares)
Common shares issued under at-the-market program (1,500,000 shares)
Acquisition of property and noncontrolling interest in other consolidated entity for COPLP
common units
Preferred
Shares
Common
Shares
$
$ 333,833
(84,750)
—
—
—
—
809
—
3
45
15
—
Additional
Paid-in
Capital
$ 1,653,672
2,904
3,994
117,916
38,432
$
(617,455) $
(2,904)
—
—
—
(1,296)
—
Exercise of share options (39,331 shares)
Share-based compensation (105,852 shares issued, net of redemptions)
Redemption of vested equity awards
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP
Comprehensive income
Dividends
Distributions to owners of common and preferred units in COPLP
Contributions from noncontrolling interests in other consolidated entities
Distributions to noncontrolling interest in other consolidated entities
Adjustment to arrive at fair value of redeemable noncontrolling interest
Tax loss from share-based compensation
Balance at December 31, 2013 (87,394,512 common shares outstanding)
Redemption of preferred shares (2,000,000 shares)
Conversion of common units to common shares (140,149 shares)
Common shares issued to the public (5,520,000 shares)
Exercise of share options (62,888 shares)
Share-based compensation (137,735 shares issued, net of redemptions)
Redemption of vested equity awards
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP
Comprehensive income
Dividends
Distributions to owners of common and preferred units in COPLP
Contributions from noncontrolling interests in other consolidated entities
Distributions to noncontrolling interests in other consolidated entities
Adjustment to arrive at fair value of redeemable noncontrolling interest
Tax loss from share-based compensation
Balance at December 31, 2014 (93,255,284 common shares outstanding)
Conversion of common units to common shares (160,160 shares)
Common shares issued under at-the-market program (890,241 shares)
Exercise of share options (76,474 shares)
Share-based compensation (149,353 shares issued, net of redemptions)
Redemption of vested equity awards
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP
Comprehensive income
Dividends
Distributions to owners of common and preferred units in COPLP
Contributions from noncontrolling interests in other consolidated entities
Distributions to noncontrolling interests in other consolidated entities
Adjustment to arrive at fair value of redeemable noncontrolling interests
Tax loss from share-based compensation
Balance at December 31, 2015 (94,531,512 common shares outstanding)
—
—
—
—
—
—
—
—
—
—
—
249,083
(50,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
199,083
—
—
—
—
—
—
—
—
—
—
—
—
—
$ 199,083
See accompanying notes to consolidated financial statements.
779
7,603
(2,002)
(744)
—
—
—
—
—
(7,121)
(122)
1,814,015
1,769
1,841
148,611
1,489
7,048
(1,554)
(3,382)
—
—
—
—
—
134
(3)
1,969,968
2,149
26,526
2,008
7,397
(2,462)
(682)
—
—
—
—
—
116
(513)
$ 2,004,507
—
2
—
—
—
—
—
—
—
—
—
874
—
2
55
—
2
—
—
—
—
—
—
—
—
—
933
2
9
—
1
—
—
—
—
—
—
—
—
—
945
$
—
—
—
—
93,707
(115,216)
—
—
—
—
—
(641,868)
(1,769)
—
—
—
—
—
—
40,255
(113,882)
—
—
—
—
—
(717,264)
—
—
—
—
—
—
178,300
(118,208)
—
—
—
—
—
(657,172) $
$
F-9
(5,435) $
—
—
—
—
—
—
—
—
—
8,915
—
—
—
—
—
—
3,480
—
—
—
—
—
—
—
(4,777)
—
—
—
—
—
—
(1,297)
—
—
—
—
—
—
(1,541)
—
—
—
—
—
—
(2,838) $
71,075
—
(3,997)
—
—
2,665
—
—
—
744
7,077
—
(4,940)
86
(1,045)
—
—
71,665
—
(1,843)
—
—
—
—
3,382
2,796
—
(4,929)
3
(1,613)
—
—
69,461
(2,151)
—
—
—
—
682
8,488
—
(4,706)
300
(35)
—
—
72,039
Total
$ 1,436,499
(84,750)
—
117,961
38,447
1,369
779
7,605
(2,002)
—
109,699
(115,216)
(4,940)
86
(1,045)
(7,121)
(122)
1,497,249
(50,000)
—
148,666
1,489
7,050
(1,554)
—
38,274
(113,882)
(4,929)
3
(1,613)
134
(3)
1,520,884
—
26,535
2,008
7,398
(2,462)
—
185,247
(118,208)
(4,706)
300
(35)
116
(513)
$ 1,616,564
Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities
Revenues from real estate operations received
Construction contract and other service revenues received
Property operating expenses paid
Construction contract and other service expenses paid
General, administrative, leasing, business development and land carry costs paid
Interest expense paid
Previously accreted interest expense paid
Exit costs on property dispositions
Payments in connection with early extinguishment of debt
Interest and other income received
Income taxes (paid) refunded
Net cash provided by operating activities
Cash flows from investing activities
Acquisitions of operating properties and related intangible assets
Construction, development and redevelopment
Tenant improvements on operating properties
Other capital improvements on operating properties
Proceeds from dispositions of properties
Investing receivables funded
Investing receivables payments received
Leasing costs paid
Decrease in restricted cash associated with investing activities
Other
Net cash used in investing activities
Cash flows from financing activities
Proceeds from debt
Revolving Credit Facility
Unsecured senior notes
Other debt proceeds
Repayments of debt
Revolving Credit Facility
Scheduled principal amortization
Other debt repayments
Deferred financing costs paid
Net proceeds from issuance of common shares
Redemption of preferred shares
Common share dividends paid
Preferred share dividends paid
Distributions paid to noncontrolling interests in COPLP
Redemption of vested equity awards
Other
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period
End of period
For the Years Ended December 31,
2015
2014
2013
$ 501,779
117,107
(190,281)
(124,481)
(38,113)
(65,816)
—
—
(373)
4,194
(8)
204,008
$ 479,605
89,180
(178,803)
(79,271)
(29,521)
(79,095)
—
—
(9,017)
607
200
193,885
$ 482,763
63,647
(176,243)
(63,853)
(28,022)
(81,575)
(11,116)
(979)
(27,909)
2,260
6
158,979
(202,866)
(234,346)
(29,413)
(23,147)
193,735
(22)
5,114
(13,710)
1,455
(4,332)
(307,532)
522,000
296,580
164,000
(561,500)
(6,728)
(155,307)
(7,522)
28,567
—
(103,638)
(14,210)
(4,752)
(2,462)
2,729
157,757
54,233
—
(200,385)
(27,037)
(28,720)
57,782
(3,731)
10,279
(16,234)
1,137
(2,780)
(209,689)
232,000
297,342
11,569
(149,000)
(6,517)
(394,653)
(708)
150,174
(50,000)
(96,330)
(16,731)
(5,008)
(1,554)
(3,076)
(32,492)
(48,296)
—
(201,808)
(21,950)
(23,940)
148,569
(14,077)
144
(14,429)
8,178
(477)
(119,790)
504,000
592,413
94,049
(504,000)
(9,481)
(612,093)
(9,361)
157,444
(84,750)
(93,474)
(21,335)
(4,958)
(2,002)
(1,862)
4,590
43,779
6,077
60,310
$
54,373
6,077
$
10,594
54,373
$
See accompanying notes to consolidated financial statements.
F-10
Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(in thousands)
Reconciliation of net income to net cash provided by operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and other amortization
Impairment losses
Settlement of previously accreted interest expense
Amortization of deferred financing costs
Increase in deferred rent receivable
Amortization of net debt discounts
Gain on sales of real estate
Share-based compensation
(Gain) loss on early extinguishment of debt
Other
Changes in operating assets and liabilities:
For the Years Ended December 31,
2015
2014
2013
$ 188,878
$
45,206
$ 101,544
142,231
23,523
—
4,466
(14,969)
1,122
(68,047)
6,574
(86,028)
528
138,490
1,419
—
4,666
(3,520)
921
(10,695)
6,164
651
(3,242)
119,773
31,068
(11,116)
5,451
(5,196)
1,159
(11,687)
6,530
(68,689)
(3,093)
Decrease (increase) in accounts receivable
(Increase) decrease in restricted cash and marketable securities
Decrease (increase) in prepaid expenses and other assets, net
(Decrease) increase in accounts payable, accrued expenses and other liabilities
Increase (decrease) in rents received in advance and security deposits
Net cash provided by operating activities
Supplemental schedule of non-cash investing and financing activities:
1,331
(1,241)
2,853
(3,620)
6,407
$ 204,008
(2,011)
1,352
(10,126)
25,091
(481)
$ 193,885
(11,698)
576
(3,764)
3,960
4,161
$ 158,979
(Decrease) increase in accrued capital improvements, leasing and other investing
activity costs
Debt assumed on acquisition of operating property
Other liabilities assumed on acquisition of operating properties
Decrease in property in connection with transfer of property in settlement of debt
Decrease in debt in connection with transfer of property in settlement of debt
Increase in property and redeemable noncontrolling interests in connection with
property contribution by a redeemable noncontrolling interest in a joint venture $
(Decrease) increase in fair value of derivatives applied to accumulated other
comprehensive income (loss) and noncontrolling interests
Equity in other comprehensive loss of an equity method investee
Dividends/distribution payable
COPLP common units issued to acquire property and noncontrolling interest in
other consolidated entity
Decrease in noncontrolling interests and increase in shareholders’ equity in
connection with the conversion of common units into common shares
Adjustments to noncontrolling interests resulting from changes in COPLP
ownership
(Decrease) increase in redeemable noncontrolling interest and (increase) decrease
in equity to carry redeemable noncontrolling interests at fair value
$
$
$
$
$
$
$
$ (14,797) $
$
55,490
$
$
$
5,179
$ (82,738) $
$ (150,000) $
(3,779) $
2,947
—
— $
— $
—
— $ (73,780)
— $ (146,500)
1,415
$
— $
—
(1,140) $
(264) $
$
30,178
(4,866) $
— $
$
29,862
9,470
—
29,080
— $
— $
5,194
2,151
682
$
$
1,843
3,382
$
$
3,997
744
(116) $
(134) $
7,121
See accompanying notes to consolidated financial statements.
F-11
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except unit data)
Assets
Properties, net:
Operating properties, net
Projects in development or held for future development
Total properties, net
Assets held for sale, net
Cash and cash equivalents
Restricted cash and marketable securities
Accounts receivable (net of allowance for doubtful accounts of $1,525 and $717, respectively)
Deferred rent receivable (net of allowance of $1,962 and $1,418, respectively)
Intangible assets on real estate acquisitions, net
Deferred leasing costs (net of accumulated amortization of $66,364 and $69,998, respectively)
Investing receivables
Prepaid expenses and other assets, net
Total assets
Liabilities and equity
Liabilities:
Debt, net
Accounts payable and accrued expenses
Rents received in advance and security deposits
Distributions payable
Deferred revenue associated with operating leases
Interest rate derivatives
Other liabilities
Total liabilities
Commitments and contingencies (Note 20)
Redeemable noncontrolling interests
Equity:
Corporate Office Properties, L.P.’s equity:
Preferred units
General partner, preferred units outstanding of 7,431,667 at December 31, 2015 and 2014
Limited partner, 352,000 preferred units outstanding at December 31, 2015 and 2014
Common units, 94,531,512 and 93,255,284 held by the general partner and 3,677,391 and
3,837,551 held by limited partners at December 31, 2015 and 2014, respectively
Accumulated other comprehensive loss
Total Corporate Office Properties, L.P.’s equity
Noncontrolling interests in subsidiaries
Total equity
Total liabilities, redeemable noncontrolling interest and equity
See accompanying notes to consolidated financial statements.
December 31,
2015
2014
$ 2,920,529
429,219
3,349,748
96,782
60,310
1,953
29,167
105,484
98,338
53,868
47,875
60,024
$ 3,903,549
$ 2,751,488
545,426
3,296,914
14,339
6,077
3,187
30,698
95,910
43,854
53,927
52,147
61,301
$ 3,658,354
$ 2,077,752
91,755
37,148
30,178
19,758
3,160
8,016
2,267,767
$ 1,914,036
123,035
31,011
29,862
13,031
1,855
6,223
2,119,053
19,218
18,417
199,083
8,800
199,083
8,800
1,400,745
(2,985)
1,605,643
10,921
1,616,564
$ 3,903,549
1,305,219
(1,381)
1,511,721
9,163
1,520,884
$ 3,658,354
F-12
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per unit data)
Revenues
Rental revenue
Tenant recoveries and other real estate operations revenue
Construction contract and other service revenues
Total revenues
Expenses
Property operating expenses
Depreciation and amortization associated with real estate operations
Construction contract and other service expenses
Impairment losses
General, administrative and leasing expenses
Business development expenses and land carry costs
Total operating expenses
Operating income
Interest expense
Interest and other income
Gain (loss) on early extinguishment of debt
Income from continuing operations before equity in income of unconsolidated
entities and income taxes
Equity in income of unconsolidated entities
Income tax expense
Income from continuing operations
Discontinued operations
Income before gain on sales of real estate
Gain on sales of real estate, net of income taxes
Net income
Net income attributable to noncontrolling interests in consolidated entities
Net income attributable to COPLP
Preferred unit distributions
Issuance costs associated with redeemed preferred units
Net income attributable to COPLP common unitholders
Net income attributable to COPLP:
Income from continuing operations
Discontinued operations, net
Net income attributable to COPLP
Basic earnings per common unit (1)
Income from continuing operations
Discontinued operations
Net income attributable to COPLP common unitholders
Diluted earnings per common unit (1)
Income from continuing operations
Discontinued operations
Net income attributable to COPLP common unitholders
For the Years Ended December 31,
2015
2014
2013
$ 420,340
98,724
106,402
625,466
$ 386,396
93,329
106,748
586,473
$ 377,611
83,386
62,363
523,360
194,494
140,025
102,696
23,289
31,361
13,507
505,372
120,094
(89,074)
4,517
85,275
120,812
62
(199)
120,675
156
120,831
68,047
188,878
(3,520)
185,358
(14,870)
—
$ 170,488
$ 185,199
159
$ 185,358
$
$
$
$
1.74
—
1.74
1.74
—
1.74
179,934
136,086
100,058
1,416
31,794
5,573
454,861
131,612
(92,393)
4,923
(9,552)
34,590
229
(310)
34,509
26
34,535
10,671
45,206
(3,276)
41,930
(16,599)
(1,769)
23,562
41,899
31
41,930
0.25
—
0.25
0.25
—
0.25
167,199
113,214
58,875
5,857
30,869
5,436
381,450
141,910
(82,010)
3,834
(27,030)
36,704
2,110
(1,978)
36,836
55,692
92,528
9,016
101,544
(3,907)
97,637
(20,631)
(2,904)
74,102
42,875
54,762
97,637
0.21
0.62
0.83
0.21
0.62
0.83
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(1) Basic and diluted earnings per common unit are calculated based on amounts attributable to common unitholders of Corporate Office
Properties, L.P.
See accompanying notes to consolidated financial statements.
F-13
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Comprehensive Income/Loss
(in thousands)
Net income
Other comprehensive (loss) income
Unrealized (losses) gains on interest rate derivatives
Losses on interest rate derivatives included in interest expense
Losses on interest rate derivatives included in loss on early extinguishment
of debt
Unrealized equity in other comprehensive (loss) income of equity method
investee
Realized equity in other comprehensive income of equity method investee
Other comprehensive (loss) income
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to COPLP
For the Years Ended December 31,
2015
$ 188,878
2014
45,206
2013
$ 101,544
$
(4,739)
3,599
(7,799)
2,990
—
38
6,791
2,740
—
(264)
—
(1,404)
187,474
(3,720)
$ 183,754
$
—
—
(4,771)
40,435
(3,492)
36,943
1,070
(1,070)
9,531
111,075
(4,125)
$ 106,950
See accompanying notes to consolidated financial statements.
F-14
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Equity
(Dollars in thousands)
Balance at December 31, 2012
Redemption of preferred units resulting from redemption of preferred shares
Issuance of common units resulting from public issuance of common shares
Issuance of common units resulting from common shares issued under COPT at-
the-market program
Acquisition of property and noncontrolling interest in subsidiary for COPLP
common units
Issuance of common units resulting from exercise of share options
Share-based compensation (units net of redemption)
Redemptions of vested equity awards
Comprehensive income
Distributions to owners of common and preferred units
Contributions from noncontrolling interests in subsidiaries
Distributions to noncontrolling interests in subsidiaries
Adjustment to arrive at fair value of redeemable noncontrolling interest
Tax loss from share-based compensation
Balance at December 31, 2013
Redemption of preferred units resulting from redemption of preferred shares
Issuance of common units resulting from public issuance of common shares
Issuance of common units resulting from exercise of share options
Share-based compensation (units net of redemption)
Redemptions of vested equity awards
Comprehensive income
Distributions to owners of common and preferred units
Contributions from noncontrolling interests in subsidiaries
Distributions to noncontrolling interests in subsidiaries
Adjustment to arrive at fair value of redeemable noncontrolling interest
Tax loss from share-based compensation
Balance at December 31, 2014
Issuance of common units resulting from common shares issued under COPT at-
the-market program
Issuance of common units resulting from exercise of share options
Share-based compensation (units net of redemption)
Redemptions of vested equity awards
Comprehensive income
Distributions to owners of common and preferred units
Contributions from noncontrolling interests in subsidiaries
Distributions to noncontrolling interests in subsidiaries
Adjustment to arrive at fair value of redeemable noncontrolling interests
Tax loss from share-based compensation
Balance at December 31, 2015
Limited Partner
Preferred Units
General Partner
Preferred Units
Common Units
Units
352,000
—
—
Amount
$ 8,800
Units
12,821,667
— (3,390,000)
—
—
Amount
$333,833
(84,750)
Units
85,020,528
—
— 4,485,000
Amount
$1,089,391
—
117,961
Accumulated
Other
Comprehensive
Income (Loss)
$
Noncontrolling
Interests in
Subsidiaries
(5,708) $
—
—
10,183
—
—
Total
Equity
$1,436,499
(84,750)
117,961
—
—
—
— 1,500,000
38,447
—
—
38,447
—
—
—
—
—
—
—
—
—
—
352,000
—
—
—
—
—
—
—
—
—
—
—
352,000
—
—
—
—
—
—
—
—
—
—
352,000
—
—
—
—
660
(660)
—
—
—
—
8,800
3,899
221,501
—
779
39,331
—
—
7,605
105,852
—
—
(2,002)
—
—
—
77,006
—
—
19,971
(99,525)
—
— (19,971)
—
—
—
—
—
—
—
—
(7,121)
—
—
—
(122)
—
—
—
1,226,318
91,372,212
249,083
9,431,667
—
—
— (2,000,000)
(50,000)
148,666
— 5,520,000
—
—
1,489
62,888
—
—
—
7,050
137,735
—
—
—
(1,554)
—
—
—
—
—
—
660
25,331
15,939
— (102,212)
— (15,939)
(660)
—
—
—
—
—
—
—
—
—
—
134
—
—
—
—
(3)
—
—
—
—
1,305,219
97,092,835
199,083
7,431,667
8,800
—
—
—
—
660
(660)
—
—
—
—
$ 8,800
—
—
—
—
—
—
—
—
—
14,210
— (14,210)
—
—
—
—
—
—
—
—
$199,083
7,431,667
26,535
890,241
2,008
76,474
7,398
149,353
(2,462)
—
—
170,488
— (108,044)
—
—
—
—
116
—
(513)
—
$1,400,745
98,208,903
$
—
—
—
—
9,313
—
—
—
—
—
3,605
—
—
—
—
—
(4,986)
—
—
—
—
—
(1,381)
—
—
—
—
(1,604)
—
—
—
—
—
(2,985) $
(2,530)
—
—
—
2,749
—
86
(1,045)
—
—
9,443
—
—
—
—
—
1,330
—
3
(1,613)
—
—
9,163
—
—
—
—
1,493
—
300
(35)
—
—
10,921
1,369
779
7,605
(2,002)
109,699
(120,156)
86
(1,045)
(7,121)
(122)
1,497,249
(50,000)
148,666
1,489
7,050
(1,554)
38,274
(118,811)
3
(1,613)
134
(3)
1,520,884
26,535
2,008
7,398
(2,462)
185,247
(122,914)
300
(35)
116
(513)
$1,616,564
See accompanying notes to consolidated financial statements.
F-15
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities
Revenues from real estate operations received
Construction contract and other service revenues received
Property operating expenses paid
Construction contract and other service expenses paid
General, administrative, leasing, business development and land carry costs paid
Interest expense paid
Previously accreted interest expense paid
Exit costs on property dispositions
Payments in connection with early extinguishment of debt
Interest and other income received
Income taxes (paid) refunded
Net cash provided by operating activities
Cash flows from investing activities
Acquisitions of operating properties and related intangible assets
Construction, development and redevelopment
Tenant improvements on operating properties
Other capital improvements on operating properties
Proceeds from dispositions of properties
Investing receivables funded
Investing receivables payments received
Leasing costs paid
Decrease in restricted cash associated with investing activities
Other
Net cash used in investing activities
Cash flows from financing activities
Proceeds from debt
Revolving Credit Facility
Unsecured senior notes
Other debt proceeds
Repayments of debt
Revolving Credit Facility
Scheduled principal amortization
Other debt repayments
Deferred financing costs paid
Net proceeds from issuance of common units
Redemption of preferred units
Common unit distributions paid
Preferred unit distributions paid
Redemption of vested equity awards
Other
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents
Beginning of period
End of period
For the Years Ended December 31,
2015
2014
2013
$ 501,779
117,107
(190,281)
(124,481)
(38,113)
(65,816)
—
—
(373)
4,194
(8)
204,008
$ 479,605
89,180
(178,803)
(79,271)
(29,521)
(79,095)
—
—
(9,017)
607
200
193,885
$ 482,763
63,647
(176,243)
(63,853)
(28,022)
(81,575)
(11,116)
(979)
(27,909)
2,260
6
158,979
(202,866)
(234,346)
(29,413)
(23,147)
193,735
(22)
5,114
(13,710)
1,455
(4,332)
(307,532)
522,000
296,580
164,000
(561,500)
(6,728)
(155,307)
(7,522)
28,567
—
(107,730)
(14,870)
(2,462)
2,729
157,757
54,233
—
(200,385)
(27,037)
(28,720)
57,782
(3,731)
10,279
(16,234)
1,137
(2,780)
(209,689)
232,000
297,342
11,569
(149,000)
(6,517)
(394,653)
(708)
150,174
(50,000)
(100,678)
(17,391)
(1,554)
(3,076)
(32,492)
(48,296)
—
(201,808)
(21,950)
(23,940)
148,569
(14,077)
144
(14,429)
8,178
(477)
(119,790)
504,000
592,413
94,049
(504,000)
(9,481)
(612,093)
(9,361)
157,444
(84,750)
(97,772)
(21,995)
(2,002)
(1,862)
4,590
43,779
6,077
60,310
$
54,373
6,077
$
10,594
54,373
$
See accompanying notes to consolidated financial statements.
F-16
Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(in thousands)
Reconciliation of net income to net cash provided by operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and other amortization
Impairment losses
Settlement of previously accreted interest expense
Amortization of deferred financing costs
Increase in deferred rent receivable
Amortization of net debt discounts
Gain on sales of real estate
Share-based compensation
(Gain) loss on early extinguishment of debt
Other
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable
(Increase) decrease in restricted cash and marketable securities
Decrease (increase) in prepaid expenses and other assets, net
(Decrease) increase in accounts payable, accrued expenses and other liabilities
Increase (decrease) in rents received in advance and security deposits
Net cash provided by operating activities
Supplemental schedule of non-cash investing and financing activities:
(Decrease) increase in accrued capital improvements, leasing and other investing
activity costs
Debt assumed on acquisition of operating property
Other liabilities assumed on acquisition of operating properties
Decrease in property in connection with transfer of property in settlement of debt
Decrease in debt in connection with transfer of property in settlement of debt
Increase in property and redeemable noncontrolling interests in connection with
property contribution by a redeemable noncontrolling interest in a joint venture $
(Decrease) increase in fair value of derivatives applied to accumulated other
comprehensive income (loss) and noncontrolling interests
Equity in other comprehensive loss of an equity method investee
Distributions payable
COPLP common units issued to acquire property and noncontrolling interest in
other consolidated entity
(Decrease) increase in redeemable noncontrolling interest and (increase) decrease
in equity to carry redeemable noncontrolling interests at fair value
$
$
$
$
$
For the Years Ended December 31,
2015
2014
2013
$ 188,878
$
45,206
$ 101,544
142,231
23,523
—
4,466
(14,969)
1,122
(68,047)
6,574
(86,028)
528
138,490
1,419
—
4,666
(3,520)
921
(10,695)
6,164
651
(3,242)
119,773
31,068
(11,116)
5,451
(5,196)
1,159
(11,687)
6,530
(68,689)
(3,093)
1,331
(1,360)
2,853
(3,501)
6,407
$ 204,008
(2,011)
(234)
(10,126)
26,677
(481)
$ 193,885
(11,698)
1,267
(3,764)
3,269
4,161
$ 158,979
$ (14,797) $
$
55,490
$
$
5,179
$
$ (82,738) $
$ (150,000) $
(3,779) $
2,947
—
— $
—
— $
— $ (73,780)
— $ (146,500)
1,415
$
— $
—
(1,140) $
(264) $
$
30,178
(4,866) $
— $
$
29,862
9,470
—
29,080
— $
— $
5,194
(116) $
(134) $
7,121
See accompanying notes to consolidated financial statements.
F-17
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements
1.
Organization
Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) is a fully-integrated and self-
managed real estate investment trust (“REIT”). Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the
“Operating Partnership”) is the entity through which COPT, the sole general partner of COPLP, conducts almost all of its
operations and owns almost all of its assets. Unless otherwise expressly stated or the context otherwise requires, “we”, “us”
and “our” as used herein refer to each of the Company and the Operating Partnership. We own, manage, lease, develop and
selectively acquire office and data center properties. The majority of our portfolio is in locations that support United States
Government agencies and their contractors, most of whom are engaged in national security, defense and information technology
(“IT”) related activities servicing what we believe are growing, durable priority missions (“Defense/IT Locations”). We also
own a complementary portfolio of traditional office properties located in select urban/urban-like submarkets within our regional
footprint with durable Class-A office fundamentals and characteristics, as well as other properties supporting general
commercial office tenants (“Regional Office”). As of December 31, 2015, our properties included the following (all references
to number of properties, square footage, acres and megawatts are unaudited):
•
•
•
•
177 operating office properties totaling 18.1 million square feet, including nine triple-net leased, single-tenant data center
properties;
13 office properties under, or contractually committed for, construction or redevelopment that we estimate will total
approximately 1.5 million square feet upon completion, including one partially operational property included above;
1,439 acres of land we control that we believe are potentially developable into approximately 17.6 million square feet; and
a wholesale data center with a critical load of 19.25 megawatts.
COPLP owns real estate both directly and through subsidiary partnerships and limited liability companies (“LLCs”). In
addition to owning real estate, COPLP also owns subsidiaries that provide real estate services such as property management and
construction and development services primarily for our properties but also for third parties. Some of these services are
performed by a taxable REIT subsidiary (“TRS”).
Equity interests in COPLP are in the form of common and preferred units. As of December 31, 2015, COPT owned 96.3%
of the outstanding COPLP common units (“common units”) and 95.5% of the outstanding COPLP preferred units (“preferred
units”); the remaining common and preferred units in COPLP were owned by third parties. Common units in COPLP not
owned by COPT carry certain redemption rights. The number of common units in COPLP owned by COPT is equivalent to the
number of outstanding common shares of beneficial interest (“common shares”) of COPT, and the entitlement of all COPLP
common units to quarterly distributions and payments in liquidation is substantially the same as those of COPT common
shareholders. Similarly, in the case of each series of preferred units in COPLP held by COPT, there is a series of preferred
shares of beneficial interest (“preferred shares”) in COPT that is equivalent in number and carries substantially the same terms
as such series of COPLP preferred units. COPT’s common shares are publicly traded on the New York Stock Exchange
(“NYSE”) under the ticker symbol “OFC”.
Because COPLP is managed by COPT, and COPT conducts substantially all of its operations through COPLP, we refer to
COPT’s executive officers as COPLP’s executive officers, and although, as a partnership, COPLP does not have a board of
trustees, we refer to COPT’s Board of Trustees as COPLP’s Board of Trustees.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The COPT consolidated financial statements include the accounts of COPT, the Operating Partnership, their subsidiaries and
other entities in which COPT has a majority voting interest and control. The COPLP consolidated financial statements include
the accounts of COPLP, its subsidiaries and other entities in which COPLP has a majority voting interest and control. We also
consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable
interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities. We eliminate all intercompany
balances and transactions in consolidation.
We use the equity method of accounting when we own an interest in an entity and can exert significant influence over but
cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net
F-18
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further
financial support for the entity.
We use the cost method of accounting when we own an interest in an entity and cannot exert significant influence over its
operations.
Reclassification
We reclassified certain amounts from prior periods to conform to the current period presentation of our consolidated
financial statements, including amounts related to our adoption of guidance regarding the presentation of deferred debt issuance
costs (discussed below) and our change in reportable segments (discussed in Note 17), with no effect on previously reported net
income or equity.
Use of Estimates in the Preparation of Financial Statements
We make estimates and assumptions when preparing financial statements under generally accepted accounting principles
(“GAAP”). These estimates and assumptions affect various matters, including:
•
•
•
the reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements;
the disclosure of contingent assets and liabilities at the dates of the financial statements; and
the reported amounts of revenues and expenses in our consolidated statements of operations during the reporting periods.
Significant estimates are inherent in the presentation of our financial statements in a number of areas, including the
evaluation of the collectability of accounts and deferred rent receivable, the allocation of property acquisition costs, the
determination of estimated useful lives of assets, the determination of lease terms, the evaluation of impairment of long-lived
assets, the amount of impairment losses recognized, the amount of revenue recognized relating to tenant improvements, the level
of expense recognized in connection with share-based compensation and the determination of accounting method for
investments. Actual results could differ from these and other estimates.
Acquisitions of Properties
Upon completion of property acquisitions, we allocate the purchase price to tangible and intangible assets and liabilities
associated with such acquisitions based on our estimates of their fair values. We determine these fair values by using market
data and independent appraisals available to us and making numerous estimates and assumptions. We allocate property
acquisitions to the following components:
•
•
•
•
properties based on a valuation performed under the assumption that the property is vacant upon acquisition (the “if-vacant
value”). The if-vacant value is allocated between land and buildings or, in the case of properties under development,
construction in progress. We also allocate additional amounts to properties for in-place tenant improvements based on our
estimate of improvements per square foot provided under market leases that would be attributable to the remaining non-
cancelable terms of the respective leases;
above- and below-market lease intangible assets or liabilities based on the present value (using an interest rate which reflects
the risks associated with the leases acquired) of the difference between: (1) the contractual amounts to be received pursuant
to the in-place leases; and (2) our estimate of fair market lease rates for the corresponding space, measured over a period
equal to the remaining non-cancelable term of the lease. The capitalized above- and below-market lease values are
amortized as adjustments to rental revenue over the remaining lease terms of the respective leases, and to renewal periods in
the case of below-market leases;
in-place lease value based on our estimates of: (1) the present value of additional income to be realized as a result of leases
being in place on the acquired properties; and (2) costs to execute similar leases. Our estimate of additional income to be
realized includes carrying costs, such as real estate taxes, insurance and other operating expenses, and revenues during the
expected lease-up periods considering current market conditions. Our estimate of costs to execute similar leases includes
leasing commissions, legal and other related costs;
tenant relationship value based on our evaluation of the specific characteristics of each tenant's lease and our overall
relationship with that respective tenant. Characteristics we consider in determining these values include the nature and
extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant,
the tenant's credit quality and expectations of lease renewals, among other factors; and
F-19
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
•
above- and below- market cost arrangements (such as real estate tax treaties or above- or below- market ground leases)
based on the present value of the expected benefit from any such arrangements in place on the property at the time of
acquisition.
Intangible Assets and Deferred Revenue on Real Estate Acquisitions
We amortize the intangible assets and deferred revenue on real estate acquisitions discussed above as follows:
Asset Type
Above- and below-market leases
In-place lease value
Tenant relationship value
Above- and below-market cost arrangements
Amortization Period
Related lease terms
Related lease terms
Estimated period of time that tenant will lease
space in property
Term of arrangements
We recognize the amortization of acquired above-market and below-market leases as adjustments to rental revenue. We
recognize the amortization of above- and below- market cost arrangements as adjustments to property operating expenses. We
recognize the amortization of other intangible assets on property acquisitions as amortization expense.
Properties
We report properties to be developed or held and used in operations at our depreciated cost, reduced for impairment losses.
The preconstruction stage of the development or redevelopment of an operating property includes efforts and related costs to
secure land control and zoning, evaluate feasibility and complete other initial tasks which are essential to development.
We capitalize interest expense, real estate taxes and direct and indirect project costs (including related compensation and
other indirect costs) associated with properties, or portions thereof, undergoing construction, development and redevelopment
activities. In capitalizing interest expense, if there is a specific borrowing for the property undergoing construction, development
and redevelopment activities, we apply the interest rate of that borrowing to the average accumulated expenditures that do not
exceed such borrowing; for the portion of expenditures exceeding any such specific borrowing, we apply our weighted average
interest rate on other borrowings to the expenditures. We continue to capitalize costs while construction, development or
redevelopment activities are underway until a property becomes “operational,” which occurs when lease terms commence
(generally when the tenant has control of the leased space and we have delivered the premises to the tenant as required under the
terms of such lease), but no later than one year after the cessation of major construction activities. When leases commence on
portions of a newly-constructed or redeveloped property in the period prior to one year from the cessation of major construction
activities, we consider that property to be “partially operational.” When a property is partially operational, we allocate the costs
associated with the property between the portion that is operational and the portion under construction. We start depreciating
newly-constructed and redeveloped properties as they become operational.
Most of our leases involve some form of improvements to leased space. When we are required to provide improvements
under the terms of a lease, we determine whether the improvements constitute landlord assets or tenant assets. If the
improvements are landlord assets, we capitalize the cost of the improvements and recognize depreciation expense associated
with such improvements over the shorter of the useful life of the assets or the term of the lease and recognize any payments from
the tenant as rental revenue over the term of the lease. If the improvements are tenant assets, we defer the cost of improvements
funded by us as a lease incentive asset and amortize it as a reduction of rental revenue over the term of the lease. In determining
whether improvements constitute landlord or tenant assets, we consider numerous factors, including: whether the improvements
are unique to the tenant or reusable by other tenants; whether the tenant is permitted to alter or remove the improvements without
our consent or without compensating us for any lost fair value; whether the ownership of the improvements remains with us or
remains with the tenant at the end of the lease term; and whether the economic substance of the lease terms is properly reflected.
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Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
We depreciate our fixed assets using the straight-line method over their estimated useful lives as follows:
Buildings and building improvements
Land improvements
Tenant improvements on operating properties
Equipment and personal property
Estimated Useful Lives
10-40 years
10-20 years
Related lease term
3-10 years
We assess each of our operating properties for impairment quarterly using cash flow projections and estimated fair values
that we derive for each of the properties. We update the leasing and other assumptions used in these projections regularly,
paying particular attention to properties that have experienced chronic vacancy or face significant market challenges. We review
our plans and intentions for our development projects and land parcels quarterly. If our analyses indicate that the carrying values
of operating properties, properties in development or land held for future development may be impaired, we perform a recovery
analysis for such properties. For long-lived assets to be held and used, we analyze recoverability based on the estimated
undiscounted future cash flows expected to be generated from the operations and eventual disposition of the assets over, in most
cases, a ten-year holding period. If we believe there is a significant possibility that we might dispose of the assets earlier, we
analyze recoverability using a probability weighted analysis of the estimated undiscounted future cash flows expected to be
generated from the operations and eventual disposition of the assets over the various possible holding periods. If the recovery
analysis indicates that the carrying value of a tested property is not recoverable from estimated future cash flows, it is written
down to its estimated fair value and an impairment loss is recognized. If and when our plans change, we revise our
recoverability analyses to use the cash flows expected from the operations and eventual disposition of each asset using holding
periods that are consistent with our revised plans. Changes in holding periods may require us to recognize significant
impairment losses.
Fair values are estimated based on contract prices, indicative bids, discounted cash flow analyses, yield analyses or sales
comparison approach. Estimated cash flows used in such analyses are based on our plans for the property and our views of
market and economic conditions. The estimates consider factors such as current and future rental rates, occupancies for the tested
property and comparable properties, estimated operating and capital expenditures and recent sales data for comparable
properties; most of these factors are influenced by market data obtained from real estate leasing and brokerage firms and our
direct experience with the properties and their markets.
When we determine that a property is held for sale, we stop depreciating the property and estimate the property’s fair value,
net of selling costs; if we then determine that the estimated fair value, net of selling costs, is less than the net book value of the
property, we recognize an impairment loss equal to the difference and reduce the net book value of the property. For periods in
which a property is classified as held for sale, we classify the assets of the property as held for sale on our consolidated balance
sheet for such periods.
For dispositions of operating properties occurring prior to June 30, 2014 in which we had no significant continuing
involvement, or for operating properties held for sale prior to June 30, 2014, we classify the results of operations for such
properties as discontinued operations; interest expense that is specifically identifiable to properties included in discontinued
operations is used in the computation of interest expense attributable to discontinued operations. We adopted guidance issued by
the Financial Accounting Standards Board (“FASB”) related to the reporting of discontinued operations and disclosures of
disposals of components of an entity effective for the quarterly period ended June 30, 2014. This guidance defines a
discontinued operation as a component or group of components disposed or classified as held for sale that represents a strategic
shift that has (or will have) a major effect on an entity’s operations and financial results; the guidance states that a strategic shift
could include a disposal of a major geographical area of operations, a major line of business, a major equity method investment
or other major parts of an entity. We have had no properties newly classified as discontinued operations subsequent to our
adoption of this guidance.
Sales of Interests in Real Estate
We recognize gains from sales of interests in real estate using the full accrual method, provided that various criteria relating
to the terms of sale and any subsequent involvement by us with the real estate sold are met.
F-21
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments that mature three months or less from when they are
purchased. Cash equivalents are reported at cost, which approximates fair value. We maintain our cash in bank accounts in
amounts that may exceed Federally insured limits at times. We have not experienced any losses in these accounts in the past and
believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions.
Investments in Marketable Securities
We classify marketable securities as trading securities when we have the intent to sell such securities in the near term, and
classify other marketable securities as available-for-sale securities. We determine the appropriate classification of investments in
marketable securities at the acquisition date and re-evaluate the classification at each balance sheet date. We report investments
in marketable securities classified as trading securities at fair value, with unrealized gains and losses recognized through
earnings; on our consolidated statements of cash flows, we classify cash flows from these securities as operating activities.
Accounts and Deferred Rents Receivable and Investing Receivables
We maintain allowances for estimated losses resulting from the failure of our customers or borrowers to satisfy their
payment obligations. We use judgment in estimating these allowances based primarily upon the payment history and credit
status of the entities associated with the individual receivables. We write off these receivables when we believe the facts and
circumstances indicate that continued pursuit of collection is no longer warranted. When cash is received in connection with
receivables for which we have established allowances, we reduce the amount of losses previously recognized.
We evaluate the collectibility of both interest and principal of loans whenever events or changes in circumstances indicate
such amounts may not be recoverable. A loan is impaired when it is probable that we will be unable to collect all amounts due
according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing
the carrying amount of the investment to the present value of expected future cash flows discounted at the loan’s effective
interest rate and the value of any collateral under such loan.
Interest on impaired loans is recognized when received in cash.
Deferred Leasing and Financing Costs
We defer costs incurred to obtain new tenant leases or extend existing tenant leases, including related compensation costs.
We amortize these costs evenly over the lease terms. When tenant leases are terminated early, we expense any unamortized
deferred leasing costs associated with those leases over the shortened term of the lease.
We defer costs of financing arrangements and recognize these costs as interest expense over the related loan terms on a
straight-line basis, which approximates the amortization that would occur under the effective interest method of amortization.
We expense any unamortized loan costs when loans are retired early.
In April 2015, the FASB issued guidance that changes the presentation of deferred debt issuance costs in financial
statements. This guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt
liability rather than as an asset. This guidance was further updated in August 2015 with respect to debt issuance costs of line-of-
credit arrangements to note that it will be permissible for an entity to defer and present debt issuance costs as an asset and
subsequently amortize the deferred debt issuance costs ratably over the term of a line-of-credit arrangement, regardless of
whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted this guidance effective for the
quarterly period ended December 31, 2015 retrospectively to each prior period presented. The application of this guidance
changed the balance sheet classification of most of our deferred financing costs but did not otherwise affect our consolidated
financial statements. For costs of such arrangements attributable to line-of-credit arrangements and interest rate derivatives, we
present such costs in the balance sheet in the line entitled prepaid and other assets.
F-22
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Noncontrolling Interests
COPT’s consolidated noncontrolling interests are comprised of interests in COPLP not owned by COPT (discussed further
in Note 14) and consolidated real estate joint ventures (discussed further in Note 6). COPLP’s consolidated noncontrolling
interests are comprised primarily of interests in our consolidated real estate joint ventures. Also included in COPLP’s
consolidated noncontrolling interests are interests in several real estate entities owned directly by COPT, or a wholly owned
subsidiary of COPT, that generally do not exceed 1% of interests in such entities. We evaluate whether noncontrolling interests
are subject to redemption features outside of our control. For noncontrolling interests that are currently redeemable for cash at
the option of the holders of such interests or deemed probable to eventually become redeemable, we classify such interests as
redeemable noncontrolling interests in the mezzanine section of our consolidated balance sheets; we adjust these interests each
period to the greater of their fair value or carrying amount (initial amount as adjusted for allocations of income and losses and
contributions and distributions), with a corresponding offset to additional paid-in capital on COPT’s consolidated balance sheets
or common units on COPLP’s balance sheet, and only recognize reductions in such interests to the extent of their carrying
amount. Our other noncontrolling interests are reported in the equity section of our consolidated balance sheets. The amounts
reported for noncontrolling interests on our consolidated statements of operations represent the portion of these entities’ income
or losses not attributable to us.
Revenue Recognition
We recognize minimum rents, net of abatements, on a straight-line basis over the term of tenant leases. A lease term
generally commences when: (1) the tenant has control of the leased space (legal right to use the property); and (2) we have
delivered the premises to the tenant as required under the terms of such lease. The term of a lease generally includes periods
when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee
or penalty that we consider material enough such that termination would not be probable; (3) possesses renewal rights and the
tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably
assured; or (4) possesses bargain renewal options for such periods. We report the amount by which our minimum rental revenue
recognized on a straight-line basis under leases exceeds the contractual rent billings associated with such leases as deferred rent
receivable on our consolidated balance sheets. Amounts by which our minimum rental revenue recognized on a straight-line
basis under leases are less than the contractual rent billings associated with such leases are included in deferred revenue
associated with operating leases on our consolidated balance sheets.
In connection with a tenant’s entry into, or modification of, a lease, if we make cash payments to, or on behalf of, the tenant
for purposes other than funding the construction of landlord assets, we defer the amount of such payments as lease incentives.
As discussed above, when we are required to provide improvements under the terms of a lease, we determine whether the
improvements constitute landlord assets or tenant assets; if the improvements are tenant assets, we defer the cost of
improvements funded by us as a lease incentive asset. We amortize lease incentives as a reduction of rental revenue over the
term of the lease.
We recognize tenant recovery revenue in the same periods in which we incur the related expenses. Tenant recovery revenue
includes payments from tenants as reimbursement for property taxes, utilities and other property operating expenses.
We recognize fees received for lease terminations as revenue and write off against such revenue any (1) deferred rents
receivable, and (2) deferred revenue, lease incentives and intangible assets that are amortizable into rental revenue associated
with the leases; the resulting net amount is the net revenue from the early termination of the leases. When a tenant's lease for
space in a property is terminated early but the tenant continues to lease such space under a new or modified lease in the property,
the net revenue from the early termination of the lease is recognized evenly over the remaining life of the new or modified lease
in place on that property.
We recognize fees for services provided by us once services are rendered, fees are determinable and collectability is assured.
We recognize revenue under construction contracts using the percentage of completion method when the revenue and costs for
such contracts can be estimated with reasonable accuracy; when these criteria do not apply to a contract, we recognize revenue
on that contract using the completed contract method. Under the percentage of completion method, we recognize a percentage
of the total estimated revenue on a contract based on the cost of services provided on the contract as of a point in time relative to
the total estimated costs on the contract.
F-23
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Interest Rate Derivatives
Our primary objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to
interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk
management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a
counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying
notional amount. Derivatives are used to hedge the cash flows associated with interest rates on existing debt as well as future
debt. We recognize all derivatives as assets or liabilities on our consolidated balance sheet at fair value. We defer the effective
portion of changes in fair value of the designated cash flow hedges to AOCI and reclassify such deferrals to interest expense as
interest expense is recognized on the hedged forecasted transactions. We recognize the ineffective portion of the change in fair
value of interest rate derivatives directly in interest expense. When an interest rate swap designated as a cash flow hedge no
longer qualifies for hedge accounting, we recognize changes in fair value of the hedge previously deferred to AOCI, along with
any changes in fair value occurring thereafter, through earnings. We do not use interest rate derivatives for trading or speculative
purposes. We manage counter-party risk by only entering into contracts with major financial institutions based upon their credit
ratings and other risk factors.
We use standard market conventions and techniques such as discounted cash flow analysis, option pricing models,
replacement cost and termination cost in computing the fair value of derivatives at each balance sheet date. We made an
accounting policy election to use an exception provided for in the applicable accounting guidance with respect to measuring
counterparty credit risk for derivative instruments; this election enables us to measure the fair value of groups of assets and
liabilities associated with derivative instruments consistently with how market participants would price the net risk exposure as
of the measurement date.
Please refer to Note 11 for additional information pertaining to interest rate derivatives.
Expense Classification
We classify as property operations expense costs incurred for property taxes, ground rents, utilities, property management,
insurance, repairs, exterior and interior maintenance and tenant revenue collection losses, as well as associated labor and indirect
costs attributable to these costs.
We classify as general and administrative and leasing expenses costs incurred for corporate-level management, public
company administration, asset management, leasing, investor relations, marketing and corporate-level insurance (including
general business, director and officers and key man life) and leasing prospects, as well as associated labor and indirect costs
attributable to these costs.
Share-Based Compensation
We issue three forms of share-based compensation: restricted COPT common shares (“restricted shares”), deferred share
awards and performance share units (“PSUs”). We also issued options to purchase COPT common shares (“options”) in prior
years. We account for share-based compensation in accordance with authoritative guidance provided by the FASB that
establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or
services, focusing primarily on accounting for transactions in which an entity obtains employee services in share-based payment
transactions. The guidance requires us to measure the cost of employee services received in exchange for an award of equity
instruments based generally on the fair value of the award on the grant date; such cost is then recognized over the period during
which the employee is required to provide service in exchange for the award. No compensation cost is recognized for equity
instruments for which employees do not render the requisite service. The guidance also requires that share-based compensation
be computed based on awards that are ultimately expected to vest; as a result, future forfeitures of awards are estimated at the
time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. If an award is
voluntarily cancelled by an employee, we recognize the previously unrecognized cost associated with the original award on the
date of such cancellation. We capitalize costs associated with share-based compensation attributable to employees engaged in
construction and development activities.
When we adopted the authoritative guidance on accounting for share-based compensation, we elected to adopt the
alternative transition method for calculating the tax effects of share-based compensation. This method enabled us to use a
simplified method to establishing the beginning balance of the additional paid-in capital pool related to the tax effects of
F-24
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
employee share-based compensation that was available to absorb tax deficiencies recognized subsequent to the adoption of this
guidance.
We compute the fair value of restricted shares and deferred share awards based on the fair value of COPT common shares
on the grant date.
We compute the fair value of options using the Black-Scholes option-pricing model. Under that model, the risk-free interest
rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected option life is based on our historical
experience of employee exercise behavior. Expected volatility is based on historical volatility of COPT common shares.
Expected dividend yield is based on the average historical dividend yield on our common shares over a period of time ending on
the grant date of the options.
We compute the fair value of PSUs using a Monte Carlo model. Under that model, the baseline common share value is
based on the market value on the grant date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the
time of grant. Expected volatility is based on historical volatility of COPT’s common shares.
Income Taxes
COPT elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code. To qualify as a REIT,
COPT must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90%
of the Company’s adjusted taxable income to its shareholders. As a REIT, COPT generally will not be subject to Federal income
tax on taxable income that it distributes to its shareholders. If COPT fails to qualify as a REIT in any tax year, it will be subject
to Federal income tax on its taxable income at regular corporate rates and may not be able to qualify as a REIT for four
subsequent tax years.
COPLP is a limited partnership and is not subject to federal income tax. Its partners are required to report their respective
share of the Operating Partnership’s taxable income on their respective tax returns. COPT’s share of the Operating Partnership’s
taxable income is reported on COPT’s income tax return.
For Federal income tax purposes, dividends to shareholders may be characterized as ordinary income, capital gains or return
of capital. The characterization of dividends paid on COPT’s common and preferred shares during each of the last three years
was as follows:
Ordinary income
Long-term capital gain
Return of capital
Common Shares
For the Years Ended December 31,
2014
64.5%
6.5%
29.0%
2015
38.3%
61.7%
0.0%
2013
71.8%
22.4%
5.8%
Preferred Shares
For the Years Ended December 31,
2014
90.9%
9.1%
0.0%
2015
38.3%
61.7%
0.0%
2013
76.2%
23.8%
0.0%
In addition, dividends paid on January 15, 2016 (with a record date of December 31, 2015) on COPT’s common and preferred
shares were allocated to 2015 for Federal income tax purposes and characterized based on the percentages set forth above for
2015.
We distributed all of COPT’s REIT taxable income in 2015, 2014 and 2013 and, as a result, did not incur Federal income tax
in those years.
The net basis of our consolidated assets and liabilities for tax reporting purposes was approximately $224 million lower than
the amount reported on our consolidated balance sheet at December 31, 2015, which was primarily related to differences in basis
for net properties, intangible assets on property acquisitions and deferred rent receivable.
We are subject to certain state and local income and franchise taxes. The expense associated with these state and local taxes
is included in general and administrative expense and property operating expenses on our consolidated statements of operations.
We did not separately state these amounts on our consolidated statements of operations because they are insignificant.
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Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Recent Accounting Pronouncements
In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers. Under this
guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance
requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from
contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning January 1, 2018
using one of two methods: retrospective restatement for each reporting period presented at the time of adoption, or
retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. We are
currently assessing the financial impact of this guidance on our consolidated financial statements.
In January 2015, the FASB issued guidance regarding the presentation of extraordinary and unusual items in statements of
operations. This guidance eliminates the concept of extraordinary items. However, the presentation and disclosure requirements
for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both
unusual in nature and infrequent in occurrence. This guidance is effective for periods beginning after December 15, 2015. We
expect that the application of this guidance will have no effect on our reported consolidated financial statements.
In February 2015, the FASB issued guidance regarding amendments to the consolidation analysis. This guidance amends
the criteria for determining which entities are considered variable interest entities (“VIE”), amends the criteria for determining if
a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of
the VIE consolidation model. This guidance is effective for annual periods, and interim periods therein, beginning after
December 15, 2015. We are currently assessing the financial impact of this guidance on our consolidated financial statements.
As discussed further above, we adopted guidance issued by the FASB effective for the quarterly period ended December 31,
2015 retrospectively to each prior period presented that requires an entity to present deferred debt issuance costs (other than
costs of line-of-credit arrangements) in the balance sheet as a direct deduction from the related debt liability rather than as an
asset.
In September 2015, the FASB issued guidance that eliminates the requirement to restate prior period financial statements for
measurement period adjustments following a business combination. The guidance requires that the cumulative impact of a
measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the
adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the
statement of operations or disclosed in the notes. This guidance is effective for annual reporting periods beginning after
December 15, 2015. This guidance will be applied prospectively for measurement period adjustments that occur after the
effective date. We expect that the application of this guidance will not materially affect our consolidated financial statements.
3.
Fair Value Measurements
Accounting standards define fair value as the exit price, or the amount that would be received upon sale of an asset or paid
to transfer a liability in an orderly transaction between market participants as of the measurement date. The standards also
establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs
market participants would use in valuing the asset or liability developed based on market data obtained from sources
independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use
in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy of
these inputs is broken down into three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets
or liabilities; Level 2 inputs include (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for
identical or similar assets or liabilities in inactive markets and (3) inputs (other than quoted prices) that are observable for the
asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.
Categorization within the valuation hierarchy is based upon the lowest level of input that is most significant to the fair value
measurement.
F-26
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Recurring Fair Value Measurements
COPT has a non-qualified elective deferred compensation plan for certain members of our management team that permits
participants to defer up to 100% of their compensation on a pre-tax basis and receive a tax-deferred return on such deferrals.
The assets held in the plan (comprised primarily of mutual funds and equity securities) and the corresponding liability to the
participants are measured at fair value on a recurring basis on COPT’s consolidated balance sheet using quoted market prices,
as are other marketable securities that we hold. The balance of the plan, which was fully funded, totaled $5.8 million as of
December 31, 2015 and $5.9 million as of December 31, 2014, and is included in the accompanying COPT consolidated
balance sheets in the line entitled restricted cash and marketable securities. The offsetting liability associated with the plan is
adjusted to fair value at the end of each accounting period based on the fair value of the plan assets and reported in other
liabilities on COPT’s consolidated balance sheets. The assets of the plan and other marketable securities that we hold are
classified in Level 1 of the fair value hierarchy. The liability associated with the plan is classified in Level 2 of the fair value
hierarchy.
The fair values of our interest rate derivatives are determined using widely accepted valuation techniques, including a
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the
derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate market data and
implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall
within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our interest rate derivatives utilize
Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of December 31,
2015, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives
and determined that these adjustments are not significant. As a result, we determined that our interest rate derivative valuations
in their entirety are classified in Level 2 of the fair value hierarchy.
As discussed further in Note 6, our partners in two real estate joint ventures, LW Redstone Company, LLC and Stevens
Investors, LLC, have the right to require us to acquire their respective interests at fair value; accordingly, we classify the fair
value of our partners’ interests as redeemable noncontrolling interests in the mezzanine section of our consolidated balance
sheet. We determine the fair value of the interests based on unobservable inputs after considering the assumptions that market
participants would make in pricing the interest. We apply a discount rate to the estimated future cash flows allocable to our
partners from the properties underlying the respective joint ventures. Estimated cash flows used in such analyses are based on
our plans for the properties and our views of market and economic conditions, and consider items such as current and future
rental rates, occupancies for the properties and comparable properties and estimated operating and capital expenditures.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding investing
receivables) and accounts payable and accrued expenses are reasonable estimates of their fair values because of the short
maturities of these instruments. As discussed in Note 8, we estimated the fair values of our investing receivables based on the
discounted estimated future cash flows of the loans (categorized within Level 3 of the fair value hierarchy); the discount rates
used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments
include scheduled principal and interest payments. For our disclosure of debt fair values in Note 10, we estimated the fair value
of our unsecured senior notes and exchangeable senior notes based on quoted market rates for publicly-traded debt (categorized
within Level 2 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated
future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used
approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated
future payments include scheduled principal and interest payments. Fair value estimates are made at a specific point in time,
are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts
may not be possible and may not be a prudent management decision.
For additional fair value information, please refer to Note 8 for investing receivables, Note 10 for debt and Note 11 for
interest rate derivatives.
F-27
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
COPT and Subsidiaries
The tables below set forth financial assets and liabilities of COPT and its subsidiaries that are accounted for at fair value on
a recurring basis as of December 31, 2015 and 2014 and the hierarchy level of inputs used in measuring their respective fair
values under applicable accounting standards (in thousands):
Description
December 31, 2015:
Assets:
Marketable securities in deferred compensation plan (1)
Mutual funds
Other
Interest rate derivatives (2)
Total assets
Liabilities:
Deferred compensation plan liability (3)
Interest rate derivatives
Total liabilities
December 31, 2014:
Assets:
Marketable securities in deferred compensation plan (1)
Mutual funds
Other
Interest rate derivatives (2)
Total assets
Liabilities:
Deferred compensation plan liability (3)
Interest rate derivatives
Total liabilities
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Total
$
$
$
$
$
$
$
$
5,658
105
—
5,763
$
$
— $
—
— $
5,756
126
—
5,882
$
$
— $
—
— $
— $
—
53
53
$
5,763
3,160
8,923
$
$
— $
—
274
274
$
5,882
1,855
7,737
$
$
— $
—
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
5,658
105
53
5,816
5,763
3,160
8,923
5,756
126
274
6,156
5,882
1,855
7,737
(1) Included in the line entitled “restricted cash and marketable securities” on COPT’s consolidated balance sheet.
(2) Included in the line entitled “prepaid expenses and other assets” on COPT’s consolidated balance sheet.
(3) Included in the line entitled “other liabilities” on COPT’s consolidated balance sheet.
F-28
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
COPLP and Subsidiaries
The tables below set forth financial assets and liabilities of COPLP and its subsidiaries that are accounted for at fair value
on a recurring basis as of December 31, 2015 and 2014 and the hierarchy level of inputs used in measuring their respective fair
values under applicable accounting standards (in thousands):
Description
December 31, 2015:
Assets:
Interest rate derivatives (1)
Total Assets
Liabilities:
Interest rate derivatives
December 31, 2014:
Assets:
Interest rate derivatives (1)
Total Assets
Liabilities:
Interest rate derivatives
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Total
$
$
$
$
$
$
— $
— $
— $
— $
— $
— $
53
53
3,160
274
274
1,855
$
$
$
$
$
$
— $
— $
53
53
— $
3,160
— $
— $
274
274
— $
1,855
(1) Included in the line entitled “prepaid expenses and other assets” on COPLP’s consolidated balance sheet.
Nonrecurring Fair Value Measurements
In 2015, we recognized the following impairment losses resulting from nonrecurring fair value measurements:
•
•
•
•
$12.8 million on land in Colorado Springs, Colorado (“Colorado Springs”). We classified some of this land as held for sale
in the fourth quarter of 2015, at which time we adjusted the land to its estimated fair value less costs to sell. Due to the
impairment loss on the land held for sale, we updated our estimates of fair value for other land owned in Colorado Springs
and determined that the carrying value of some of this land exceeded such land’s estimated fair value, which resulted in
recognition of an additional impairment loss;
$6.6 million on land in Aberdeen, Maryland. After concluding during the fourth quarter that we no longer expected to
develop operating properties on the land, we determined that the carrying amount of the land would not likely be recovered
from the sale of this property over the likely remaining holding period. Accordingly, we adjusted the land to its estimated
fair value;
$2.6 million on operating properties in White Marsh, Maryland (included in our Regional Office segment) that we decided
to sell and whose carrying amounts exceeded their estimated fair values less costs to sell. These properties were
reclassified as held for sale during the year; and
$1.3 million on an operating property in Northern Virginia (included in our Regional Office segment) that we sold on July
27, 2015 following receipt of an unsolicited offer. This property’s carrying value exceeded its fair value less costs to sell.
F-29
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The table below sets forth the fair value hierarchy of the valuation technique we used to determine nonrecurring fair
measurements of assets as of December 31, 2015 (dollars in thousands):
Fair Values as of December 31, 2015
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Description
Assets:
Total properties, net (1)
Assets held for sale, net (2)
$
— $
—
— $
—
13,850
21,423
$ 13,850
21,423
(1) Represents estimated fair values.
(2) Represents estimated fair values less costs to sell.
The table below sets forth quantitative information about significant unobservable inputs used for the Level 3 fair value
measurements reported above as of December 31, 2015 (dollars in thousands):
Valuation Technique
Bids for property indicative of value
Comparable sales analysis
$
Fair Values on
Measurement Date
Unobservable Input
24,423
Indicative bids
10,850 Comparable sales prices
Range (Weighted Average) (1)
N/A
N/A
(1) Only one value applied for these unobservable inputs.
In 2014, we recognized impairment losses totaling $1.4 million primarily in connection with certain of our operating
properties in White Marsh, Maryland (included in our Regional Office segment) that we decided to sell and whose carrying
amounts exceeded the cash flows from the operations and sales of the properties over the shortened period. These properties
were subsequently disposed during the year.
In 2013, we recognized the following impairment losses:
•
•
•
for certain of our operating properties that served as collateral for a nonrecourse loan, we expected that the cash flows to be
generated by the properties would be insufficient to fund debt service requirements on the loan. While we sought to
negotiate various alternatives with the lender, on December 23, 2013, we conveyed the properties to the lender to
extinguish the loan. We recognized non-cash impairment losses of $11.0 million (all classified as discontinued operations
and including $560,000 in exit costs) on these properties in 2013 resulting primarily from the carrying amount of certain of
these properties located in Colorado Springs (included in our Regional Office and Colorado Defense/IT Locations
segments) exceeding their fair value;
$15.2 million (all classified as discontinued operations and including $419,000 in exit costs) in connection with properties
and land no longer aligned with our strategy that we sold, mostly in Colorado Springs (operating properties included
primarily in our Regional Office and Colorado Defense/IT Locations segments); and
$5.9 million on two properties in White Marsh, Maryland (included in our Regional Office segment) that we concluded no
longer met our investment criteria during the year and whose carrying amounts exceeded the cash flows from the
operations and sales of the properties over the shortened period.
4.
Concentration of Revenue
A large concentration of our revenue from real estate operations was earned from our largest tenant, the United States
Government, including 20% of our rental revenue in 2015, 18% in 2014 and 18% in 2013 (continuing and discontinued
operations, and excluding tenant recoveries and other real estate operations revenue). Our rental revenue from the United States
Government was earned primarily from properties in the Fort Meade/Baltimore Washington Corridor, Lackland Air Force Base,
Navy Support Locations and Redstone Arsenal business subsegments (see Note 17). No other individual tenants accounted for
10% or more of our revenue from real estate operations. In addition, we also derived in excess of 90% of our construction
contract revenue from the United States Government in each of the years set forth on the consolidated statements of operations.
F-30
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
In addition, we derived large concentrations of our revenue from real estate operations from certain business segments as
set forth in Note 17.
5.
Properties, net
Operating properties, net consisted of the following (in thousands):
Land
Buildings and improvements
Less: accumulated depreciation
Operating properties, net
December 31,
$
2015
463,305
3,157,587
(700,363)
$ 2,920,529
$
2014
439,355
3,015,216
(703,083)
$ 2,751,488
In 2014, we recognized $12.9 million in additional depreciation expense resulting from our shortening of the useful life of a
property in Greater Philadelphia, Pennsylvania (included in our Regional Office segment) that was removed from service for
redevelopment.
Projects we had in development or held for future development consisted of the following (in thousands):
Land
Development in progress, excluding land
Projects in development or held for future development
December 31,
2015
207,774
221,445
429,219
$
$
2014
214,977
330,449
545,426
$
$
As of December 31, 2015, we had 13 operating properties in White Marsh, Maryland (included in our Regional Office
segment), two operating properties in San Antonio (included in our Other segment) and land in Northern Virginia and Colorado
Springs classified as held for sale. The table below sets forth the components of assets held for sale on our consolidated
balance sheet for these properties (in thousands):
Properties, net
Deferred rent receivable
Intangible assets on real estate acquisitions, net
Deferred leasing costs, net
Lease incentives, net
Assets held for sale, net
December 31, 2015
90,188
$
2,891
1,591
1,391
721
96,782
$
As of December 31, 2014, we had two land parcels in White Marsh, Maryland classified as held for sale with aggregate
carrying amounts of $14.3 million that were sold in 2015.
2015 Acquisitions
In 2015, we acquired the following operating properties:
•
•
•
250 W. Pratt Street, a 367,000 square foot office property in Baltimore, Maryland that was 96.2% leased, for $61.8 million
on March 19, 2015;
2600 Park Tower Drive, a 237,000 square foot office property in Vienna, Virginia that was 100% leased, for $80.5 million
on April 15, 2015; and
100 Light Street, a 558,000 square foot office property in Baltimore, Maryland that was 93.5% leased, and its structured
parking garage, 30 Light Street, for $121.2 million on August 7, 2015. In connection with that acquisition, we assumed a
$55.0 million mortgage loan with a fair value at assumption of $55.5 million.
F-31
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The table below sets forth the allocation of the aggregate purchase price of these properties to the value of the acquired assets
and liabilities (in thousands):
Land, operating properties
Building and improvements
Intangible assets on real estate acquisitions
Total assets
Below-market leases
Total acquisition cost
$
55,076
139,540
75,729
270,345
(6,808)
$ 263,537
Intangible assets recorded in connection with these acquisitions included the following (dollars in thousands):
Tenant relationship value
In-place lease value
Above-market leases
Below-market cost arrangements
Weighted
Average
Amortization
Period (in Years)
12
7
4
40
10
$
$
31,183
35,139
6,720
2,687
75,729
These properties contributed revenues of $20.2 million and net income from continuing operations of $1.2 million in 2015. We
expensed operating property acquisition costs of $4.1 million in 2015 that are included in business development expenses and
land carry costs on our consolidated statements of operations.
We accounted for these acquisitions as business combinations. We included the results of operations for the acquisitions in
our consolidated statements of operations from their respective purchase dates through December 31, 2015. The following
table presents pro forma information for COPT and subsidiaries as if these acquisitions had occurred on January 1, 2014. This
pro forma information also includes adjustments to reclassify the operating property acquisition costs disclosed above from the
2015 periods in which they were incurred to the year ended December 31, 2014. The pro forma financial information was
prepared for comparative purposes only and is not necessarily indicative of what would have occurred had these acquisitions
been made at that time or of results which may occur in the future (in thousands, except per shares amounts).
Pro forma total revenues
Pro forma net income attributable to COPT common shareholders
Pro forma EPS:
Basic
Diluted
For the Year Ended
December 31,
2015
2014
(Unaudited)
$ 641,982
$ 167,079
$ 623,013
20,796
$
$
$
1.77
1.77
$
$
0.23
0.23
F-32
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2015 Dispositions
In 2015, we completed dispositions of the following operating properties (dollars in thousands):
Project Name
1550 Westbranch Drive
15000 and 15010 Conference
Center Drive
City, State
McLean, VA
Chantilly, VA
13200 Woodland Park Road
9900, 9910 and 9920
Franklin Square Drive
Herndon, VA
White Marsh,
MD
Date of
Disposition
7/27/2015
8/28/2015
Number
of
Buildings
1
2
Total
Rentable
Square Feet
160,000
665,000
Transaction
Value (1)
$
27,800
167,335
Gain on
Disposition
—
$
—
Segment
Regional Office
Northern VA
Defense/IT
Regional Office
Regional Office
10/27/2015
11/9/2015
1
3
2
9
397,000
135,000
84,000
24,150
42,515
6,468
240,000
44,500
15,050
1,597,000
$ 347,785
$
64,033
9690 Deereco Road and 375
Timonium, MD Regional Office
12/17/2015
W. Padonia Road
(1) Each of these properties were sold except for 15000 and 15010 Conference Center Drive, the disposition of which was completed in
connection with a debt extinguishment, as discussed further below.
We also sold land in 2015 for $18.1 million and recognized gains of $4.0 million on the sales.
On August 28, 2015, ownership in 15000 and 15010 Conference Center Drive was transferred to the mortgage lender on a
$150.0 million nonrecourse mortgage loan that was secured by the properties and we removed the debt obligation and accrued
interest from our balance sheet. Upon completion of this transfer, we recognized a gain on early extinguishment of debt of
$84.8 million, representing the difference between the mortgage loan and accrued interest payable extinguished over the
carrying value of the properties transferred as of the transfer date and related closing costs.
2015 Construction Activities
In 2015, we placed into service an aggregate of 897,000 square feet in seven newly constructed office properties and
170,000 square feet in two redeveloped properties. As of December 31, 2015, we had nine office properties under construction,
or for which we were contractually committed to construct, that we estimate will total 1.3 million square feet upon completion
and four office properties under redevelopment that we estimate will total 156,000 square feet upon completion.
2014 Dispositions
In 2014, we completed dispositions of the following operating properties (dollars in thousands):
City, State
Project Name
4969 and 4979 Mercantile Road White Marsh, MD Regional Office
9930 and 9940 Franklin Square White Marsh, MD Regional Office
White Marsh, MD Regional Office
5020, 5022, 5024 and 5026
Campbell Boulevard
Segment
Date of
Sale
7/14/2014
7/30/2014
8/4/2014
Number
of
Buildings
2
2
4
Total
Rentable
Square Feet
96,721
71,992
134,245
Transaction
Value
$
5,960
10,475
12,400
Gain on
Disposition
2,124
$
2,303
666
8
302,958
$
28,835
$
5,093
We also sold land in 2014 for $28.3 million and recognized gains of $5.6 million on the sales.
2014 Construction Activities
In 2014, we placed into service an aggregate of 692,000 square feet in five newly constructed office properties.
F-33
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2013 Dispositions
In 2013, we completed dispositions of the following operating properties (dollars in thousands):
Project Name
920 Elkridge Landing
Road
City, State
Linthicum, MD
Segment
Fort Meade/
BW Corridor
Date of Sale
6/25/2013
Number
of
Buildings
1
Total
Rentable
Square Feet
103,000
Transaction
Value (1)
6,900
$
Gain on
Disposition
—
$
4230 Forbes Boulevard
Lanham, MD
Regional Office
12/11/2013
1
56,000
5,600
1,507
December 2013 Colorado
Springs Portfolio
Disposition
Colorado Springs,
CO
Colorado
Defense/IT and
Regional Office
12/12/2013
15
1,165,000
133,925
1,164
December 2013 Portfolio
Colorado Springs,
Conveyance
CO and
Linthicum, MD
Various (2)
12/23/2013
14
1,021,000
146,876
—
31
2,345,000
$ 293,301
$
2,671
(1) Each of these properties were sold except for the December 2013 Portfolio Conveyance, the disposition of which was completed in
connection with a debt extinguishment, as described further below.
(2) Included properties in our Fort Meade/BW Corridor, Colorado Defense/IT and Regional Office segments.
We also disposed of a non-operating property in 2013 for an aggregate transaction value of $3.5 million. In addition to the
gains on dispositions reflected above, we recognized impairment losses on certain of these assets that are disclosed in Note 3.
On December 23, 2013, the mortgage lender on a $146.5 million nonrecourse mortgage loan that was secured by the
December 2013 Portfolio Conveyance accepted a deed in lieu of foreclosure on the properties. As a result, we transferred title
to the properties to the mortgage lender and we were relieved of the debt obligation plus accrued interest. Upon completion of
this transfer, we recognized a gain on extinguishment of debt of $67.8 million, representing the excess of the mortgage loan and
interest payable extinguished over the carrying values of the properties transferred as of the transfer date (which included the
effect of previous impairment losses) and related closing costs.
2013 Construction Activities
In 2013, we placed into service an aggregate of 812,000 square feet in eight newly constructed office properties.
6.
Real Estate Joint Ventures
Consolidated Real Estate Joint Ventures
The table below sets forth information pertaining to our investments in consolidated real estate joint ventures as of
December 31, 2015 (dollars in thousands):
Date
Acquired
LW Redstone Company, LLC 3/23/2010
6/26/2007
M Square Associates, LLC
8/11/2015
Stevens Investors, LLC
Nominal
Ownership
% as of
12/31/2015
85%
50%
95%
Nature of Activity
Development and operation of real estate (2)
Development and operation of real estate (3)
Development of real estate (4)
(1) Excludes amounts eliminated in consolidation.
(2) This joint venture’s property is in Huntsville, Alabama.
(3) This joint venture’s properties are in College Park, Maryland.
(4) This joint venture’s property is in Washington, DC.
F-34
December 31, 2015 (1)
Encumbered
Assets
$
82,721
48,245
—
Total
Liabilities
54,022
$
37,568
393
Total
Assets
$147,612
56,455
5,284
$209,351
$
130,966
$
91,983
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
With regard to our consolidated joint ventures:
•
•
•
For LW Redstone, LLC, we anticipate funding certain infrastructure costs (up to a maximum of $76.0 million excluding
accrued interest thereon) due to be reimbursed by the City of Huntsville as discussed further in Note 8; as of December 31,
2015, we had advanced $37.2 million to the City to fund such costs (excluding accrued interest; the aggregate amount
outstanding under these notes, including accrued interest, was $44.9 million as of December 31, 2015 and is included in
investing receivables on our consolidated balance sheets). We also expect to fund additional development and construction
costs through equity contributions to the extent that third party financing is not obtained. Our partner was credited with a
$9.0 million capital account upon formation and is not required to make any future equity contributions. While net cash
flow distributions to the partners vary depending on the source of the funds distributed, cash flows are generally distributed
as follows:
•
cumulative preferred returns on capital invested to fund the project’s infrastructure costs on a pro rata basis to us and
our partner;
cumulative preferred returns on our capital invested to fund the project’s vertical construction;
return of our invested capital;
return of our partner’s capital;
any remaining residual 85% to us and 15% to our partner.
•
•
•
•
Our partner has the right to require us to acquire its interest for fair value beginning in March 2020; accordingly, we
classify the fair value of our partner’s interest as redeemable noncontrolling interests in the mezzanine section of our
consolidated balance sheet. We have the right to purchase our partner’s interest at fair value upon the earlier of five years
following the project’s achievement of a construction commencement threshold of 4.4 million square feet or March 2040;
the project had achieved 594,000 square feet of construction commencement through December 31, 2015;
For M Square Associates, LLC, net cash flows of this entity will be distributed to the partners as follows: (1) member loans
and accrued interest; (2) our preferred return and capital contributions used to fund infrastructure costs; (3) the partners’
preferred returns and capital contributions used to fund all other costs, including the base land value credit, in proportion to
the accrued returns and capital accounts; and (4) residual amounts distributed 50% to each member.
For Stevens Investors, LLC, net cash flows of this entity will be distributed to the partners as follows: (1) member loans
and accrued interest; (2) pro rata return of the partners’ capital; (3) pro rata return of the partners’ respective unpaid
preferred returns; and (4) varying splits of 85% to 60% to us and the balance to our partners as we reach specified return
hurdles. Our partners have the right to require us to acquire some or all of their interests for fair value for a defined period
of time following the construction completion and stabilization (as defined in the operating agreement) of the joint
venture’s office property; accordingly, we classify the fair value of our partners’ interest as redeemable noncontrolling
interests in the mezzanine section of our consolidated balance sheet. Our partners have the right to receive some or all of
the consideration for the acquisition of their interests in the form of common units in COPLP.
We disclose the activity of our redeemable noncontrolling interests in Note 12.
The ventures discussed above include only ones in which parties other than COPLP and COPT own interests.
During the periods included herein, we also owned investments in the following consolidated real estate joint ventures:
• Arundel Preserve #5, LLC, a joint venture owning property in Hanover, Maryland (in the Baltimore/Washington Corridor)
and in which we had a 50% nominal ownership interest. On September 17, 2013, we acquired our partner’s noncontrolling
interest, along with incremental additional land value in the venture, in exchange for 221,501 common units in COPLP
valued at $5.2 million;
• MOR Forbes 2 LLC, a joint venture owning property in Lanham, Maryland (in the Baltimore/Washington Corridor) and in
which we had a 50% nominal ownership interest. On December 11, 2013, the joint venture sold the property, after which
the proceeds were distributed to the partners and there was substantially no remaining business operations or property; and
• COPT-FD Indian Head, LLC, a joint venture owning property in Charles County, Maryland (in our “Other” region). On
August 7, 2014, the joint venture’s property was repurchased by Charles County under the terms of a development
agreement for $6.4 million, after which the proceeds were distributed to the partners and there was no remaining business
operations or assets.
F-35
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
We consolidate the real estate joint ventures described above because we have: (1) the power to direct the matters that most
significantly impact the activities of the joint ventures, including development, leasing and management of the properties
constructed by the VIEs; and (2) the right to receive returns on our fundings and, in many cases, the obligation to fund the
activities of the ventures to the extent that third-party financing is not obtained, both of which could be potentially significant to
the VIEs.
Our commitments and contingencies pertaining to our real estate joint ventures are disclosed in Note 20.
Unconsolidated Real Estate Joint Venture
We had a 20% ownership interest in an unconsolidated real estate joint venture that operated 16 operating properties, and
in which we had a negative investment balance of $6.4 million as of December 31, 2012. We accounted for the investment in
the joint venture using the equity method of accounting. On December 6, 2013, the holder of mortgage debt encumbering all of
the joint venture’s properties foreclosed on the properties. As a result, title to the properties was transferred to the mortgage
lender and the joint venture was relieved of the debt obligation. We recognized a gain on the substantive disposition of our
investment in the joint venture in 2013 of $6.3 million, which is included in the line entitled “gain on sales of real estate, net of
income taxes” on our consolidated statements of operations.
7.
Intangible Assets on Real Estate Acquisitions
Intangible assets on real estate acquisitions consisted of the following (in thousands):
In-place lease value
Tenant relationship value
Below-market cost arrangements
Above-market leases
Other
December 31, 2015
December 31, 2014
Gross
Carrying
Amount
134,664
62,172
15,102
14,210
1,333
227,481
$
$
Accumulated
Amortization
89,540
$
23,468
6,692
8,491
952
129,143
$
Net
Carrying
Amount
Gross
Carrying
Amount
$
$
45,124
38,704
8,410
5,719
381
98,338
$
$
123,759
42,301
12,415
8,659
1,333
188,467
Accumulated
Amortization
101,040
$
28,492
5,984
8,159
938
144,613
$
Net
Carrying
Amount
$
$
22,719
13,809
6,431
500
395
43,854
Amortization of the intangible asset categories set forth above totaled $18.5 million in 2015, $15.2 million in 2014 and $16.2
million in 2013. The approximate weighted average amortization periods of the categories set forth above follow: in-place
lease value: six years; tenant relationship value: 11 years; below-market cost arrangements: 35 years; above-market leases: four
years; and other: 27 years. The approximate weighted average amortization period for all of the categories combined is eleven
years. The estimated amortization (to amortization associated with real estate operations, rental revenue and property operating
expenses) associated with the intangible asset categories set forth above for the next five years is: $18.8 million for 2016; $16.3
million for 2017; $11.6 million for 2018; $8.8 million for 2019; and $7.0 million for 2020.
8.
Investing Receivables
Investing receivables, including accrued interest thereon, consisted of the following (in thousands):
Notes receivable from City of Huntsville
Other investing loans receivable
December 31,
2015
44,875
3,000
47,875
$
$
2014
49,147
3,000
52,147
$
$
Our notes receivable from the City of Huntsville funded infrastructure costs in connection with our LW Redstone Company,
LLC joint venture (see Note 6) and carry an interest rate of 9.95%. These notes and the accrued and unpaid interest thereon,
which is compounded annually on March 1st, will be repaid using the real estate taxes generated by the properties constructed
by the joint venture. When these tax revenues are sufficient to cover the debt service on a certain increment of municipal
F-36
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
bonds, the City of Huntsville will be required to issue bonds to repay the notes receivable and the accrued and unpaid interest
thereon. Each note has a maturity date of the earlier of 30 years from the date issued or the expiration of the tax increment
district comprising the constructed properties in 2045.
We did not have an allowance for credit losses in connection with our investing receivables as of December 31, 2015 or
December 31, 2014. The fair value of these receivables approximated their carrying amounts as of December 31, 2015 and
December 31, 2014.
9.
Prepaid Expenses and Other Assets, Net
Prepaid expenses and other assets, net consisted of the following (in thousands):
Prepaid expenses
Lease incentives
Furniture, fixtures and equipment, net
Deferred financing costs, net (1)
Deferred tax asset, net
Construction contract costs incurred in excess of billings
Equity method investments
Other assets
Prepaid expenses and other assets, net
December 31,
2015
23,009
11,133
6,004
5,867
3,467
3,261
1,636
5,647
60,024
$
$
2014
20,570
13,344
6,637
4,849
4,002
6,656
2,368
2,875
61,301
$
$
(1) Represents deferred costs, net of accumulated amortization, attributable to our Revolving Credit Facility and interest rate derivatives.
Deferred tax asset, net reported above includes the following tax effects of temporary differences and carry forwards of our
TRS (in thousands):
Operating loss carry forward
Share-based compensation
Accrued payroll
Property
Valuation allowance
Deferred tax asset, net
December 31,
2015
2014
5,065
363
133
(32)
(2,062)
3,467
$
$
5,012
976
195
(119)
(2,062)
4,002
$
$
We recognize a valuation allowance on our deferred tax asset if we believe all or some portion of the asset may not be realized.
An increase or decrease in the valuation allowance resulting from a change in circumstances that causes a change in our
judgment about the realizability of our deferred tax asset is included in income. The deferred tax asset valuation allowance is
due to a decrease in future projected operating income in our TRS resulting primarily from our dispositions of certain properties
to which the TRS provided amenity services and our planned reduction in amenity services provided by the TRS at certain other
properties. We believe it is more likely than not that the results of future operations in our TRS will generate sufficient taxable
income to realize our December 31, 2015 net deferred tax asset.
F-37
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
10.
Debt
Debt Summary
Our debt consisted of the following (dollars in thousands):
Carrying Value (1) as of
December 31,
2015
December 31,
2014
Stated Interest Rates as of
Scheduled Maturity as of
December 31, 2015
December 31, 2015
Mortgage and Other Secured Loans:
Fixed rate mortgage loans (2)
$
281,208
$
385,769
3.96% - 7.87% (3)
Variable rate secured loans
Total mortgage and other secured loans
Revolving Credit Facility (5)
Term Loan Facilities (6)
Unsecured Senior Notes (5)
3.600%, $350,000 aggregate principal
5.250%, $250,000 aggregate principal
3.700%, $300,000 aggregate principal
5.000%, $300,000 aggregate principal
Unsecured notes payable
4.25% Exchangeable Senior Notes (12)
49,792
331,000
43,500
515,902
346,714
245,731
297,378
296,019
1,508
—
36,698
LIBOR + 1.85% - 2.00% (4)
422,467
83,000
LIBOR + 0.875% to 1.60%
517,846
LIBOR + 0.90% to 2.60% (7)
346,311
245,306
296,927
—
1,607
572
3.60% (8)
5.25% (9)
3.70% (10)
5.00% (10)
0% (11)
N/A
Total debt
$
2,077,752
$
1,914,036
2016-2024
2016-2020
May 2019
2019-2022
May 2023
February 2024
June 2021
July 2025
2026
N/A
(1) The carrying values of our loans other than the Revolving Credit Facility reflect net deferred financing costs of $8.0 million as of
December 31, 2015 and $6.0 million as of December 31, 2014.
(2) Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore were
recorded at their fair value based on applicable effective interest rates. The carrying values of these loans reflect net unamortized
premiums totaling $514,000 as of December 31, 2015 and $42,000 as of December 31, 2014.
(3) The weighted average interest rate on our fixed rate mortgage loans was 6.08% as of December 31, 2015.
(4) The weighted average interest rate on our variable rate secured loans was 2.2% as of December 31, 2015.
(5) Refer to the paragraphs below for further disclosure.
(6) As discussed below, an additional $150.0 million in borrowings is available to be drawn under a term loan entered into in the current
year. In addition, we have the ability to borrow an additional $430.0 million in the aggregate under these term loan facilities, provided
that there is no default under the facilities and subject to the approval of the lenders.
(7) The weighted average interest rate on these loans was 1.92% as of December 31, 2015.
(8) The carrying value of these notes reflects an unamortized discount totaling $2.2 million as of December 31, 2015 and $2.5 million as of
December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%.
(9) The carrying value of these notes reflects an unamortized discount totaling $3.8 million as of December 31, 2015 and $4.2 million as of
December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%.
(10) Refer to the paragraphs below for further disclosure.
(11) These notes carry interest rates that were below market rates upon assumption and therefore were recorded at their fair value based on
applicable effective interest rates. The carrying value of these notes reflects an unamortized discount totaling $554,000 as of
December 31, 2015 and $654,000 as of December 31, 2014.
(12) On April 20, 2015, we redeemed the remaining $575,000 principal amount of these notes at 100% of their principal amount. The
carrying value of these notes as of December 31, 2014 included an unamortized discount totaling $3,000.
All debt is owed by the Operating Partnership. While COPT is not directly obligated by any debt, it has guaranteed the
Operating Partnership’s Revolving Credit Facility, Term Loan Facilities and Unsecured Senior Notes.
Certain of our debt instruments require that we comply with a number of restrictive financial covenants, including
maximum leverage ratio, unencumbered leverage ratio, minimum net worth, minimum fixed charge coverage, minimum
unencumbered interest coverage ratio, minimum debt service and maximum secured indebtedness ratio. In addition, the terms
of some of COPLP’s debt may limit its ability to make certain types of payments and other distributions to COPT in the event
of default or when such payments or distributions may prompt failure of debt covenants. As of December 31, 2015, we were
within the compliance requirements of these financial covenants.
F-38
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Our debt matures on the following schedule (in thousands):
2016
2017
2018
2019
2020
Thereafter
Total
$
$
208,109
3,252
3,400
167,014 (1)
315,252
1,400,203
2,097,230 (2)
Includes $43.5 million in 2019 that may be extended to 2020 at our option, subject to certain conditions.
(1)
(2) Represents scheduled principal amortization and maturities only and therefore excludes net discounts and deferred financing costs of $19.5 million.
We capitalized interest costs of $7.2 million in 2015, $6.1 million in 2014 and $8.8 million in 2013.
The following table sets forth information pertaining to the fair value of our debt (in thousands):
Fixed-rate debt
Unsecured Senior Notes
Other fixed-rate debt
Variable-rate debt
Revolving Credit Facility
December 31, 2015
December 31, 2014
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
$
$
1,185,842
282,716
609,194
2,077,752
$
$
1,211,658
291,991
610,987
2,114,636
$
$
888,544
387,948
637,544
1,914,036
$
$
901,599
356,377
642,091
1,900,067
On May 6, 2015, we entered into a credit agreement with a group of lenders for which KeyBanc Capital Markets and J.P.
Morgan Securities LLC acted as joint lead arrangers and joint book runners, KeyBank National Association acted as
administrative agent and JPMorgan Chase Bank, N.A. acted as syndication agent (the “Consolidated Credit Agreement”) to
amend, restate and consolidate the terms of our existing unsecured revolving credit facility (the “Revolving Credit Facility”)
and one of our term loan facilities discussed below. The lenders’ aggregate commitment under the Revolving Credit Facility is
$800.0 million, with the ability for us to increase the lenders’ aggregate commitment to $1.3 billion, provided that there is no
default under the facility and subject to the approval of the lenders. Amounts available under the facility are computed based
on 60% of our unencumbered asset value, as defined in the agreement. The facility matures on May 6, 2019, with the ability
for us to further extend such maturity by two six-month periods at our option, provided that there is no default under the facility
and we pay an extension fee of 0.075% of the total availability under the facility for each extension period. The interest rate on
the facility is based on LIBOR (customarily the 30-day rate) plus 0.875% to 1.600%, as determined by the credit ratings
assigned to COPLP by Standard & Poor’s Rating Services, Moody’s Investor Services, Inc. or Fitch Ratings Ltd. (collectively,
the “Ratings Agencies”). The facility also carries a quarterly fee that is based on the lenders’ aggregate commitment under the
facility multiplied by a per annum rate of 0.125% to 0.300%, as determined by the credit ratings assigned to COPLP by the
Ratings Agencies. As of December 31, 2015, the maximum borrowing capacity under this facility totaled $800.0 million, of
which $741.7 million was available.
Weighted average borrowings under our Revolving Credit Facility totaled $125.0 million in 2015 and $15.9 million in
2014. The weighted average interest rate on our Revolving Credit Facility was 1.40% in 2015 and 1.47% in 2014.
Term Loan Facilities
Effective February 14, 2012, we entered into an unsecured term loan agreement under which we borrowed $250.0 million.
In connection with our entry into the Consolidated Credit Agreement on May 6, 2015 discussed above, we increased the loan
amount to $300.0 million, with a right for us to borrow up to an additional $200.0 million during the term for an aggregate
maximum loan of $500.0 million, subject to certain conditions. The term loan matures on May 6, 2020. The variable interest
rate on the loan is based on the LIBOR rate (customarily the 30-day rate) plus 0.90% to 1.85%, as determined by the credit
ratings assigned to COPLP by the Ratings Agencies.
F-39
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Effective August 3, 2012, we entered into an unsecured term loan agreement under which we borrowed $120.0 million,
with the ability for us to borrow an additional $80.0 million, provided that there is no default under the loan and subject to the
approval of the lenders. The term loan matures on August 2, 2019. The variable interest rate on the loan is based on the
LIBOR rate (customarily the 30-day rate) plus 2.10% to 2.60%, as determined by our leverage levels.
Effective December 17, 2015, we entered into an unsecured term loan agreement with an initial commitment of $250.0
million, of which we borrowed $100.0 million. We have until September 2016 to draw the remaining initial commitment. We
also have the ability to borrow $150.0 million above the initial commitment, provided that there is no default under the loan and
subject to the approval of the lenders. The term loan matures on December 17, 2022. The variable interest rate on the loan is
based on the LIBOR rate (customarily the 30-day rate) plus 1.40% to 2.35%, as determined by our leverage levels.
We also had an unsecured term loan agreement under which we borrowed $400.0 million in 2011. In 2013, we amended
this term loan and repaid $150.0 million of the loan balance. We repaid the loan balance by an additional $100.0 million in
2014 and repaid the remaining balance in 2015.
Unsecured Senior Notes
We issued the following senior notes in 2014 and 2015:
•
•
$300.0 million of 3.700% Senior Notes at an initial offering price of 99.739% of their face value on May 14, 2014,
resulting in proceeds, after deducting underwriting discounts, but before other offering expenses, of $297.3 million. The
carrying value of these notes reflects an unamortized discount totaling $2.1 million as of December 31, 2015 and $2.4
million as of December 31, 2014. The effective interest rate under the notes, including amortization of the issuance costs,
was 3.85%; and
$300.0 million of 5.000% Senior Notes at an initial offering price of 99.510% of their face value on June 29, 2015,
resulting in proceeds, after deducting underwriting discounts, but before other offering expenses of $296.6 million. The
carrying value of these notes reflects an unamortized discount totaling $3.3 million at December 31, 2015. The effective
interest rate under the notes, including amortization of the issuance costs, was 5.15%.
We may redeem our unsecured senior notes, in whole at any time or in part from time to time, at our option, at a
redemption price equal to the greater of (1) the aggregate principal amount of the notes being redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to its present value, on a semi-annual basis at an adjusted
treasury rate plus a spread (30 basis points for the 3.600% Senior Notes, 40 basis points for the 5.250% Senior Notes, 25 basis
points for the 3.700% Senior Notes and 45 basis points for the 5.000% Senior Notes), plus, in each case, accrued and unpaid
interest thereon to the date of redemption. However, in each case, if this redemption occurs on or after three months prior to the
maturity date, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued
and unpaid interest thereon to, but not including, the applicable redemption date. These notes are unconditionally guaranteed
by COPT.
Gains (Losses) on Early Extinguishment of Debt
Our gains (losses) on early extinguishment of debt in 2013, 2014 and 2015 included the following:
•
•
•
a gain of $67.8 million on December 23, 2013 resulting from our transfer of title to properties to the lender on a $146.5
million nonrecourse mortgage loan and being relieved of the debt obligation plus accrued interest as discussed further in
Note 5;
a loss of $25.9 million in 2013 resulting from early repayment of $239.4 million principal amount of 4.25% Exchangeable
Senior Notes;
a loss of $9.1 million in December 2014, when we completed the defeasance of, and full satisfaction of our obligations
with respect to, (1) $103.0 million principal amount of secured nonrecourse mortgage loan due to mature on November 6,
2015 and bearing an interest rate of 5.53% and (2) $108.5 million principal amount of secured nonrecourse mortgage loan
due to mature on January 1, 2016 and bearing an interest rate of 5.56%, as well as costs related to the defeasance and
satisfaction; and
F-40
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
•
a gain of $84.8 million on August 28, 2015 pertaining to the removal of a $150.0 million nonrecourse mortgage loan from
our balance sheet as discussed further in Note 5.
11.
Interest Rate Derivatives
The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands):
$
Notional
Amount
100,000
100,000
100,000
100,000
13,941 (1)
100,000
100,000
50,000
36,200 -1
100,000
100,000
Fixed Rate
Floating Rate Index
0.8055% One-Month LIBOR
0.8100% One-Month LIBOR
1.6730% One-Month LIBOR
1.7300% One-Month LIBOR
1.3900% One-Month LIBOR
1.9013% One-Month LIBOR
1.9050% One-Month LIBOR
1.9079% One-Month LIBOR
3.8300% One-Month LIBOR + 2.25%
0.8320% One-Month LIBOR
0.8320% One-Month LIBOR
Effective
Date
9/2/2014
9/2/2014
9/1/2015
9/1/2015
10/13/2015
9/1/2016
9/1/2016
9/1/2016
11/2/2010
1/3/2012
1/3/2012
Expiration
Date
9/1/2016
9/1/2016
8/1/2019
8/1/2019
10/1/2020
12/1/2022
12/1/2022
12/1/2022
11/2/2015
9/1/2015
9/1/2015
$
$
Fair Value at
December 31,
2015
2014
(148) $
(151)
(1,217)
(1,429)
53
(138)
(45)
(32)
—
—
—
(3,107) $
(317)
(324)
239
35
—
—
—
—
(400)
(407)
(407)
(1,581)
(1) The notional amount of this instrument is scheduled to amortize to $12.1 million.
Each of the one-month LIBOR interest rate swaps set forth in the table above was designated as a cash flow hedge of
interest rate risk.
The table below sets forth the fair value of our interest rate derivatives as well as their classification on our consolidated
balance sheets (in thousands):
Derivatives
Interest rate swaps designated as cash flow hedges
Interest rate swaps designated as cash flow hedges
Balance Sheet Location
Prepaid expenses and
other assets
Interest rate derivatives
Fair Value at
December 31,
2015
2014
$
53
$
274
(3,160)
(1,855)
The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and
comprehensive income (in thousands):
Amount of (losses) gains recognized in accumulated other
comprehensive income (loss) (“AOCI”) (effective portion)
Amount of losses reclassified from AOCI into interest expense
(effective portion)
Amount of loss recognized in interest expense (ineffective portion)
Amount of loss reclassified from AOCI into loss on early
extinguishment of debt
For the Years Ended December 31,
2014
2013
2015
$
(4,739) $
(7,799) $
6,791
3,599
386
—
2,990
—
38
2,740
—
—
Over the next 12 months, we estimate that approximately $3.3 million of losses will be reclassified from AOCI as an increase to
interest expense.
We have agreements with each of our interest rate derivative counterparties that contain provisions under which, if we
default or are capable of being declared in default on defined levels of our indebtedness, we could also be declared in default on
F-41
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
our derivative obligations. These agreements also incorporate the loan covenant provisions of our indebtedness with a lender
affiliate of the derivative counterparties. Failure to comply with the loan covenant provisions could result in our being declared
in default on any derivative instrument obligations covered by the agreements. As of December 31, 2015, the fair value of
interest rate derivatives in a liability position related to these agreements was $3.2 million, excluding the effects of accrued
interest and credit valuation adjustments. As of December 31, 2015, we had not posted any collateral related to these
agreements. We are not in default with any of these provisions. If we breached any of these provisions, we could be required
to settle our obligations under the agreements at their termination value of $3.6 million.
12.
Redeemable Noncontrolling Interests
The table below sets forth the activity in redeemable noncontrolling interests in our LW Redstone, LLC and Stevens
Investors, LLC joint ventures described in Note 6 (in thousands):
For the Years Ended December 31,
2014
2013
2015
Beginning balance
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Net income attributable to noncontrolling interests
Adjustment to arrive at fair value of interests
Ending balance
$
$
18,417
1,654
(2,964)
2,227
(116)
19,218
$
$
17,758
—
(1,369)
2,162
(134)
18,417
$
$
10,298
—
(1,037)
1,376
7,121
17,758
13.
Equity - COPT and Subsidiaries
Preferred Shares
As of December 31, 2015, COPT had 25.0 million preferred shares authorized at $0.01 par value per share. The table
below sets forth additional information pertaining to COPT’s outstanding preferred shares (dollars in thousands, except per
share data):
Series
Series K
Series L
# of Shares
Issued
531,667
6,900,000
7,431,667
Aggregate
Liquidation
Preference
26,583
$
172,500
$ 199,083
Month of Issuance
January 2007
June 2012
Annual
Annual
Dividend
Dividend
Yield
Per Share
5.600% $2.80000
7.375% $1.84375
Earliest
Redemption
Date
1/9/2017
6/27/2017
Each series of preferred shares is nonvoting and redeemable for cash in the amount of its liquidation preference at COPT’s
option on or after the earliest redemption date. The Series K Cumulative Redeemable Preferred Shares are also convertible,
subject to certain conditions, into common shares on the basis of 0.8163 common shares for each preferred share. Holders of
all preferred shares are entitled to cumulative dividends, payable quarterly (as and if declared by the Board of Trustees). In the
case of each series of preferred shares, there is a series of COPLP preferred units owned by COPT that carries substantially the
same terms.
COPT redeemed all of the outstanding shares of its 7.500% Series H Preferred Shares on June 16, 2014 at a price of $25.00
per share, or $50.0 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption, and
recognized a $1.8 million decrease to net income available to common shareholders pertaining to the shares’ original issuance
costs incurred at the time of the redemption.
Common Shares
COPT completed the public offering of 5.52 million common shares in November 2014 at an offering price of $27.30 per
share for net proceeds of $148.9 million after underwriter discounts but before offering expenses. COPT contributed the net
proceeds from this issuance to COPLP in exchange for an equal number of units in COPLP.
F-42
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
In October 2012, COPT established an at-the-market (“ATM”) stock offering program under which it may, from time to
time, offer and sell common shares in “at the market” stock offerings having an aggregate gross sales price of up to $150.0
million. Through December 31, 2015, COPT issued the following common shares under the program:
•
•
1.5 million shares on July 15, 2013 at a weighted average price of $26.05 per share. Net proceeds from the shares issued
totaled $38.5 million, after payment of $0.6 million in commissions to sales agents; and
890,241 common shares issued in 2015 at a weighted average price of $30.29 per share. Net proceeds from the shares
issued totaled $26.6 million, after payment of $0.4 million in commissions to sales agents.
COPT contributed the net proceeds from these issuances to COPLP in exchange for an equal number of units in COPLP.
COPT’s remaining capacity under the ATM Plan is an aggregate gross sales price of $84.0 million in common share sales.
Holders of COPLP common units converted their units into COPT common shares on the basis of one common share for
each common unit in the amount of 160,160 in 2015, 140,149 in 2014 and 311,343 in 2013.
COPT declared dividends per common share of $1.10 in 2015, 2014 and 2013.
See Note 15 for disclosure of common share activity pertaining to our share-based compensation plans.
14.
Equity - COPLP and Subsidiaries
General Partner Preferred Units
The table below sets forth information pertaining to preferred units in COPLP held by COPT at December 31, 2015
(dollars in thousands, except per unit data):
Series
Series K
Series L
# of Units
Issued
531,667
6,900,000
7,431,667
Aggregate
Liquidation
Preference
26,583
$
172,500
$ 199,083
Month of Issuance
January 2007
June 2012
Annual
Distribution
Per Unit
Annual
Distribution
Yield
5.600% $ 2.80000
7.375% $ 1.84375
Earliest
Redemption
Date
1/9/2017
6/27/2017
In the case of each series of preferred units, COPT had preferred shares that carry substantially the same terms. Each series of
preferred units are redeemable for cash in the amount of its liquidation preference at our option on or after the earliest
redemption date. The Series K Preferred Units are also convertible, subject to certain conditions, into common units on the
basis of 0.8163 common units for each preferred unit. COPT, as holder of these preferred units, is entitled to cumulative
distributions, payable quarterly (as and if declared by the Board of Trustees).
COPLP redeemed all of the outstanding units of its 7.500% Series H Preferred Units held by COPT on June 16, 2014 at a
price of $25.00 per unit, or $50.0 million in the aggregate, plus accrued and unpaid distributions thereon through the date of
redemption, and recognized a $1.8 million decrease to net income available to common unitholders pertaining to the units’
original issuance costs at the time of the redemption.
Limited Partner Preferred Units
COPLP has 352,000 Series I Preferred Units issued to an unrelated party that have an aggregate liquidation preference of
$8.8 million ($25.00 per unit), plus any accrued and unpaid distributions of return thereon (as described below), and may be
redeemed for cash by COPLP at COPLP’s option any time after September 22, 2019. The owner of these units is entitled to a
priority annual cumulative return equal to 7.5% of their liquidation preference through September 22, 2019; the annual
cumulative preferred return increases for each subsequent five-year period, subject to certain maximum limits. These units are
convertible into common units on the basis of 0.5 common units for each Series I Preferred Unit; the resulting common units
would then be exchangeable for COPT common shares in accordance with the terms of COPLP’s agreement of limited
partnership.
F-43
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Common Units
COPT owned 96.3% of COPLP’s common units as of December 31, 2015 and 96.0% as of December 31, 2014.
COPT acquired additional common units through the public offering of 5.52 million common shares in November 2014 at
an offering price of $27.30 per share for net proceeds of $148.9 million (after underwriter discounts but before offering
expenses) that were contributed to COPLP in exchange for an equal number of common units in COPLP.
Through December 31, 2015, COPT issued the following common shares under the ATM program:
•
•
1.5 million common shares on July 15, 2013 at a weighted average price of $26.05 per share. Net proceeds from the shares
issued totaled $38.5 million, after payment of $0.6 million in commissions to sales agents; and
890,241 common shares in 2015 at a weighted average price of $30.29 per share; net proceeds from the shares issued
totaled $26.6 million, after payment of $0.4 million in commissions to sales agents.
COPT contributed the net proceeds from these issuances to COPLP in exchange for an equal number of units in COPLP.
Limited partners in COPLP holding common units have the right to require COPLP to redeem all or a portion of their
common units. COPLP (or COPT as the general partner) has the right, in its sole discretion, to deliver to such redeeming
limited partners for each partnership unit either one COPT common share (subject to anti-dilution adjustment) or a cash
payment equal to the then fair market value of such share (so adjusted) (based on the formula for determining such value set
forth in the partnership agreement). Limited partners holding common units redeemed their units into common shares on the
basis of one common share for each common unit in the amount of 160,160 in 2015, 140,149 in 2014 and 311,343 in 2013.
We declared distributions per common unit of $1.10 in 2015, 2014 and 2013.
15.
Share-Based Compensation and Other Compensation Matters
Share-Based Compensation Plans
In May 2010, COPT adopted the Amended and Restated 2008 Omnibus Equity and Incentive Plan. COPT may issue
equity-based awards under this plan to officers, employees, non-employee trustees and any other key persons of us and our
subsidiaries, as defined in the plan. The plan provides for a maximum of 5.9 million common shares in COPT to be issued in
the form of options, share appreciation rights, deferred share awards, restricted share awards, unrestricted share awards,
performance shares, dividend equivalent rights and other equity-based awards and for the granting of cash-based awards. The
plan expires on May 13, 2020.
In March 1998, COPT adopted a long-term incentive plan for our Trustees and employees. This plan, which expired in
March 2008, provided for the award of options, restricted shares and dividend equivalents.
Awards under these plans to nonemployee Trustees generally vest on the first anniversary of the grant date provided that
the Trustee remains in his or her position. Awards granted to employees vest based on increments and over periods of time set
forth under the terms of the respective awards provided that the employees remain employed by us. Options expire ten years
after the date of grant. Shares for each of the share-based compensation plans are issued under registration statements on Form
S-8 that became effective upon filing with the Securities and Exchange Commission. In connection with awards of common
shares granted by COPT under such share-based compensation plans, COPLP issues to COPT an equal number of equity
instruments with identical terms.
F-44
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table summarizes restricted shares under the share-based compensation plans for 2013, 2014 and 2015:
Unvested at December 31, 2012
Granted
Forfeited
Vested
Unvested at December 31, 2013
Granted
Forfeited
Vested
Unvested at December 31, 2014
Granted
Forfeited
Vested
Unvested at December 31, 2015
Unvested shares as of December 31,
2015 that are expected to vest
Weighted
Average
Grant Date
Fair Value
29.67
25.91
27.59
30.97
26.96
26.73
25.10
28.56
26.19
28.69
26.05
26.07
27.58
27.61
Shares
434,643
193,833
(9,541)
(241,487)
377,448
216,607
(21,335)
(182,213)
390,507
201,024
(10,550)
(202,781)
378,200
364,666
$
$
$
The aggregate intrinsic value of restricted shares that vested was $4.9 million in 2015, $4.9 million in 2014 and $6.3
million in 2013.
We made the following grants of PSUs to executives from 2011 through 2015 (dollars in thousands):
Number
of PSUs
Granted
56,883
54,070
69.579
49,103
45,656
Performance
Period
Commencement
Date
3/3/2011
1/1/2012
1/1/2013
1/1/2014
1/1/2015
Grant Date
3/3/2011
3/1/2012
3/1/2013
3/6/2014
3/5/2015
Performance
Period End Date
3/2/2014
12/31/2014
12/31/2015
12/31/2016
12/31/2017
Grant Date
Fair Value
2,796
$
1,772
1,867
1,723
1,678
Number of PSUs
Outstanding as of
December 31, 2015
—
—
51,556
37,843
45,656
The PSUs each have three year performance periods concluding on the earlier of the respective performance period end
dates set forth above or the date of: (1) termination by us without cause, death or disability of the executive or constructive
discharge of the executive (collectively, “qualified termination”); or (2) a sale event. The number of PSUs earned (“earned
PSUs”) at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return
relative to a peer group of companies, as set forth in the following schedule:
Percentile Rank
75th or greater
50th or greater
25th
Below 25th
Earned PSUs Payout %
200% of PSUs granted
100% of PSUs granted
50% of PSUs granted
0% of PSUs granted
F-45
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the
percentage of the earned PSUs will be interpolated between the ranges set forth in the table above to reflect any performance
between the listed percentiles. At the end of the performance period, we, in settlement of the award, will issue a number of
fully-vested COPT common shares equal to the sum of:
•
•
the number of earned PSUs in settlement of the award plan; plus
the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned
PSUs through the date of settlement had such shares been issued on the grant date, divided by the share price on such
settlement date, as defined under the terms of the agreement.
If a performance period ends due to a sale event or qualified termination, the number of earned PSUs is prorated based on
the portion of the three-year performance period that has elapsed. If employment is terminated by the employee or by us for
cause, all PSUs are forfeited. PSUs do not carry voting rights.
Based on COPT’s total shareholder return relative to its peer group of companies:
•
•
•
•
for the 2011 PSUs that vested in 2014, there was no payout value in connection with the vesting;
for the 2012 PSUs that vested in 2014, we issued 40,309 common shares in settlement of the PSUs on March 5, 2015;
for 2013 and 2014 PSUs issued to Mr. Stephen E. Riffee, our former Chief Financial Officer who departed on February 3,
2015, we issued 15,289 common shares on March 5, 2015 in settlement of such PSUs; and
for the 2013 PSUs that vested on December 31, 2015, there was no payout value in connection with the vesting.
We computed grant date fair values for PSUs using Monte Carlo models and are recognizing these values over three-year
periods that commenced on the respective grant dates. The grant date fair value and certain of the assumptions used in the
Monte Carlo models for the PSUs granted in 2013, 2014 and 2015 are set forth below:
Grant date fair value
Baseline common share value
Expected volatility of common shares
Risk-free interest rate
For the Years Ended December 31,
2013
2014
2015
$ 26.84
$ 35.09
$ 36.76
$ 25.85
$ 26.52
$ 29.28
19.9%
0.99%
28.6%
0.66%
29.5%
0.33%
In 2015, nonemployee members of our Board of Trustees were granted a total of 24,056 deferred share awards with an
aggregate grant date fair value of $642,000 ($26.70 per share). Deferred share awards vest on the first anniversary of the grant
date, provided that the Trustee remains in his or her position. We settle deferred share awards by issuing an equivalent number
of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a
Trustee). In 2015, we issued 15,485 common shares in settlement of deferred share awards granted in 2014; these shares had a
grant date fair value of $26.77 per share, and the aggregate intrinsic value of the shares on the settlement date was $413,000.
We have not issued options since 2009, and all of our options were vested and fully expensed as of December 31, 2015.
The table below sets forth information regarding our outstanding options (dollars in thousands, except per share data):
Options
Outstanding
and
Exercisable
798,210
640,927
559,736
425,347
Weighted
Average
Exercise Price
Per Share
$37.62
$38.11
$39.60
$42.75
Weighted Average
Remaining
Contractual Term
(in Years)
3
2
2
1
Aggregate
Intrinsic
Value
325
$
68
$
$
167
$ —
December 31, 2012
December 31, 2013
December 31, 2014
December 31, 2015
The aggregate intrinsic value of options exercised was $300,000 in 2015, $225,000 in 2014 and $258,000 in 2013.
We own a taxable REIT subsidiary that is subject to Federal and state income taxes. We realized a windfall tax loss of
$513,000 in 2015, $3,000 in 2014 and $122,000 in 2013 on options exercised and vesting restricted shares in connection with
employees of that subsidiary.
F-46
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The table below sets forth our reporting for share based compensation cost (in thousands):
General, administrative and leasing expenses
Property operating expenses
Capitalized to development activities
Share-based compensation cost
For the Years Ended December 31,
2015
2014
2013
$
$
5,574
1,000
824
7,398
$
$
5,307
857
886
7,050
$
$
5,412
1,118
1,075
7,605
The amounts included in our consolidated statements of operations for share-based compensation reflected an estimate of
pre-vesting forfeitures of 0% for PSUs and deferred share awards and 0% to 5% for restricted shares.
As of December 31, 2015, unrecognized compensation costs related to unvested awards included:
•
•
•
$6.3 million on restricted shares expected to be recognized over a weighted average period of approximately two years;
$1.7 million on PSUs expected to be recognized over a weighted average performance period of approximately two years
and
$223,000 on deferred share awards expected to be recognized through May 2016.
16.
Operating Leases
We lease our properties to tenants under operating leases with various expiration dates extending to the year 2030. Gross
minimum future rentals on noncancelable leases in our properties as of December 31, 2015 were as follows (in thousands):
Year Ending December 31,
2016
2017
2018
2019
2020
Thereafter
$
378,780
349,192
278,714
218,977
154,207
433,892
$ 1,813,762
F-47
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
17.
Information by Business Segment
Effective in the quarter ended December 31, 2015, we changed the reportable segments that we use to review operating results and make decisions regarding segment
performance and resource allocation. Given the changes in our portfolio resulting from development, acquisition and disposition activities, we made this change to better align our
segments with our business strategy by contemplating the market characteristics of our properties. Our new segment reporting includes the following segments: Defense/IT
Locations; Regional Office; our operating wholesale data center; and other. Our segment reporting also includes reporting for Defense/IT Locations sub-segments, which include
the following: Fort George G. Meade and the Baltimore/Washington Corridor (referred to herein as “Fort Meade/BW Corridor”); Northern Virginia Defense/IT Locations;
Lackland Air Force Base (in San Antonio); locations serving the U.S. Navy ( “Navy Support Locations”), which included properties proximate to the Washington Navy Yard, the
Naval Air Station Patuxent River in Maryland and the Naval Surface Warfare Center Dahlgren Division in Virginia); Redstone Arsenal (in Huntsville); Colorado Defense/IT
Locations; and data center shells (properties leased to tenants to be operated as data centers in which the tenants generally fund the costs for the power, fiber connectivity and data
center infrastructure). The table below reports segment financial information for our reportable segments (in thousands). We measure the performance of our segments through the
measure we define as NOI from real estate operations, which is derived by subtracting property operating expenses from revenues from real estate operations.
Operating Office Property Segments
Defense/Information Technology Locations
Fort
Meade/BW
Corridor
Northern
Virginia
Defense/IT
Lackland
Air Force
Base
Navy
Support
Locations
Redstone
Arsenal
Colorado
Defense/IT
Data
Center
Shells
Total
Defense/IT
Locations
Regional
Office
Operating
Wholesale
Data Center
Other
Total
Year Ended December 31, 2015
Revenues from real estate operations
Property operating expenses
NOI from real estate operations
Additions to long-lived assets
Transfers from non-operating properties
Segment assets at December 31, 2015
Year Ended December 31, 2014
Revenues from real estate operations
Property operating expenses
NOI from real estate operations
Additions to long-lived assets
Transfers from non-operating properties
Segment assets at December 31, 2014
Year Ended December 31, 2013
Revenues from real estate operations
Property operating expenses
NOI from real estate operations
Additions to long-lived assets
Transfers from non-operating properties
Segment assets at December 31, 2013
$ 244,274
83,309
$ 160,965
31,883
$
$
45,560
$1,290,028
$
49,199
20,107
29,092
$
90,248
$
$
50,690
$ 411,196
$ 39,659
22,004
$ 17,655
$
$ 32,307
$134,381
$ 28,177
13,229
$ 14,948
7,656
— $
$
1,408
$196,090
$
11,228
3,497
7,731
$
883
$
$
13,190
$ 108,038
$ 233,764
80,824
$ 152,940
24,173
$
$
56,699
$1,264,353
$
48,313
19,071
29,242
$
7,119
$
$
360
$ 372,041
$
$ 31,335
12,576
$ 18,759
— $ 10,010
— $
$ 34,463
19,677
$ 14,786
$
$
$102,232
$195,972
$
$
— $
$
$ 234,857
80,149
$ 154,708
28,009
$
$
50,067
$1,229,192
$
56,524
19,718
36,806
$
5,522
$
$
37,234
$ 385,061
$ 31,252
$ 33,431
16,784
12,872
$ 20,559
$ 14,468
4,945
$
5
$
14
$
— $
$195,105
$103,650
$
$
$
$
$
10,446
3,066
7,380
4,077
21,014
97,209
5,050
1,282
3,768
3,563
48,799
77,773
F-48
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
— $ 21,746
2,298
—
— $ 19,448
— $
— $ 51,492
— $203,013
$ 394,283
144,444
$ 249,839
— $ 130,670
$ 194,647
$ 2,342,746
$ 98,165
36,165
$ 62,000
$ 204,139
$ 22,313
$ 608,471
$
19,032
10,402
8,630
$
132
$
$
89,745
$ 243,338
$ 7,588
3,477
$ 4,111
328
$
$
415
$ 70,914
$ 519,068
194,488
$ 324,580
$ 335,269
$ 307,120
$3,265,469
— $ 18,421
—
2,272
— $ 16,149
— $
— $ 43,154
— $156,214
$ 376,742
137,486
$ 239,256
45,379
$ 121,227
$ 2,188,021
— $
$ 12,520
12,229
1,304
3,797
$ 11,216
8,432
$
200
987
$ 24,200
— $117,012
$ 385,863
135,906
$ 249,957
42,244
$ 161,301
$ 2,107,793
— $
$ 85,025
31,427
$ 53,598
$ 19,290
$ 17,942
$ 526,988
$
10,430
7,286
3,144
$
22
$
$
1,108
$ 163,177
$ 7,514
3,600
$ 3,914
$
$ 1,622
$ 73,309
$ 479,711
179,799
$ 299,912
64,601
$ 141,899
$2,951,495
(90) $
$ 98,487
35,488
$ 62,999
$ 13,244
$ 32,692
$ 556,718
$
7,271
6,360
911
$
598
$
$
70,106
$ 166,790
$ 7,012
2,950
$ 4,062
791
$
$
191
$ 74,329
$ 498,633
180,704
$ 317,929
56,877
$
$ 264,290
$2,905,630
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table reconciles our segment revenues to total revenues as reported on our consolidated statements of
operations (in thousands):
Segment revenues from real estate operations
Construction contract and other service revenues
Less: Revenues from discontinued operations (Note 18)
Total revenues
For the Years Ended December 31,
2015
$ 519,068
106,402
(4)
$ 625,466
2014
$ 479,711
106,748
14
$ 586,473
2013
$ 498,633
62,363
(37,636)
$ 523,360
The following table reconciles our segment property operating expenses to property operating expenses as reported on our
consolidated statements of operations (in thousands):
Segment property operating expenses
Less: Property operating expenses from discontinued operations (Note 18)
Total property operating expenses
For the Years Ended December 31,
2013
2014
2015
$ 180,704
$ 179,799
$ 194,488
(13,505)
135
6
$ 167,199
$ 179,934
$ 194,494
As previously discussed, we provide real estate services such as property management and construction and development
services primarily for our properties but also for third parties. The primary manner in which we evaluate the operating
performance of our service activities is through a measure we define as net operating income from service operations (“NOI
from service operations”), which is based on the net of revenues and expenses from these activities. Construction contract and
other service revenues and expenses consist primarily of subcontracted costs that are reimbursed to us by the customer along
with a management fee. The operating margins from these activities are small relative to the revenue. We believe NOI from
service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations.
The table below sets forth the computation of our NOI from service operations (in thousands):
For the Years Ended December 31,
2013
2014
2015
$ 62,363
$ 106,748
$ 106,402
(58,875)
(100,058)
(102,696)
3,488
6,690
3,706
$
$
$
Construction contract and other service revenues
Construction contract and other service expenses
NOI from service operations
F-49
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table reconciles our NOI from real estate operations for reportable segments and NOI from service
operations to income from continuing operations as reported on our consolidated statements of operations (in thousands):
NOI from real estate operations
NOI from service operations
Interest and other income
Equity in income of unconsolidated entities
Income tax expense
Other adjustments:
Depreciation and other amortization associated with real estate
operations
Impairment losses
General, administrative and leasing expenses
Business development expenses and land carry costs
Interest expense on continuing operations
NOI from discontinued operations
Gain (loss) on early extinguishment of debt
COPT consolidated income from continuing operations
For the Years Ended December 31,
2013
2014
2015
$ 317,929
$ 299,912
$ 324,580
3,488
6,690
3,706
3,834
4,923
4,517
2,110
229
62
(1,978)
(310)
(199)
—
(140,025)
(23,289)
(31,361)
(13,507)
(89,074)
(10)
85,275
$ 120,675
(136,086)
(1,416)
(31,794)
(5,573)
(92,393)
(121)
(9,552)
$ 34,509
(113,214)
(5,857)
(30,869)
(5,436)
(82,010)
(24,131)
(27,030)
$ 36,836
The following table reconciles our segment assets to the consolidated total assets of COPT and subsidiaries (in thousands):
Segment assets
Non-operating property assets
Other assets
Total COPT consolidated assets
As of December 31,
2015
$ 3,265,469
450,679
193,164
$ 3,909,312
2014
$ 2,951,495
567,586
145,155
$ 3,664,236
The accounting policies of the segments are the same as those used to prepare our consolidated financial statements, except
that discontinued operations are not presented separately for segment purposes. In the segment reporting presented above, we
did not allocate interest expense, depreciation and amortization, impairment losses, loss on early extinguishment of debt and
gain on sales of real estate to our real estate segments since they are not included in the measure of segment profit reviewed by
management. We also did not allocate general and administrative expenses, business development expenses and land carry
costs, interest and other income, equity in income of unconsolidated entities, income taxes and noncontrolling interests because
these items represent general corporate or non-operating property items not attributable to segments.
18.
Discontinued Operations
Income from discontinued operations primarily includes revenues and expenses associated with the following:
•
•
•
•
920 Elkridge Landing Road in the Baltimore/Washington Corridor that was sold on June 25, 2013;
4230 Forbes Boulevard in the Baltimore/Washington Corridor that was sold on December 11, 2013;
15 operating properties in Colorado Springs that were sold on December 12, 2013; and
nine operating properties in the Baltimore/Washington Corridor and five operating properties in Colorado Springs for
which the title to the properties was transferred to the mortgage lender on December 23, 2013.
F-50
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The table below sets forth the components of discontinued operations reported on our consolidated statements of operations
(in thousands):
Revenue from real estate operations
Property operating expenses
Depreciation and amortization
Impairment losses
General, administrative and leasing expenses
Interest expense
Gain on sales of real estate
Gain (loss) on early extinguishment of debt
Discontinued operations
$
$
19.
Earnings Per Share (“EPS”) and Earnings Per Unit (“EPU”)
COPT and Subsidiaries EPS
$
For the Years Ended December 31,
2013
2014
2015
37,636
(13,505)
(4,505)
(26,190)
(4)
(8,221)
2,671
67,810
55,692
(14) $
135
—
(3)
—
—
24
(116)
26
4
6
—
(234)
—
—
—
380
156
$
$
We present both basic and diluted EPS. We compute basic EPS by dividing net income available to common shareholders
allocable to unrestricted common shares under the two-class method by the weighted average number of unrestricted common
shares outstanding during the period. Our computation of diluted EPS is similar except that:
•
•
the denominator is increased to include: (1) the weighted average number of potential additional common shares that
would have been outstanding if securities that are convertible into COPT common shares were converted; and (2) the effect
of dilutive potential common shares outstanding during the period attributable to share-based compensation using the
treasury stock or if-converted methods; and
the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into
common shares that we added to the denominator.
F-51
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in
thousands, except per share data):
Numerator:
Income from continuing operations
Gain on sales of real estate, net
Preferred share dividends
Issuance costs associated with redeemed preferred shares
Income from continuing operations attributable to noncontrolling interests
Income from continuing operations attributable to restricted shares
Numerator for basic EPS from continuing operations attributable to COPT
common shareholders
Dilutive effect of common units in the Operating Partnership on diluted
EPS from continuing operations
Numerator for diluted EPS from continuing operations attributable to
COPT common shareholders
Numerator for basic EPS from continuing operations attributable to COPT
common shareholders
Discontinued operations
Discontinued operations attributable to noncontrolling interests
Numerator for basic EPS on net income attributable to COPT common
shareholders
Dilutive effect of common units in COPLP
Numerator for diluted EPS on net income attributable to COPT common
shareholders
Denominator (all weighted averages):
Denominator for basic EPS (common shares)
Dilutive effect of common units
Dilutive effect of share-based compensation awards
Denominator for diluted EPS (common shares)
Basic EPS:
Income from continuing operations attributable to COPT common
shareholders
Discontinued operations attributable to COPT common shareholders
Net income attributable to COPT common shareholders
Diluted EPS:
Income from continuing operations attributable to COPT common
shareholders
Discontinued operations attributable to COPT common shareholders
Net income attributable to COPT common shareholders
For the Years Ended December 31,
2013
2014
2015
$ 120,675
68,047
(14,210)
—
(10,575)
(706)
$
34,509
10,671
(15,939)
(1,769)
(4,955)
(432)
$
36,836
9,016
(19,971)
(2,904)
(4,486)
(414)
$ 163,231
$
22,085
$
18,077
6,397
—
—
$ 169,628
$ 163,231
156
(3)
$ 163,384
6,403
$
$
$
22,085
22,085
26
4
22,115
—
$
$
$
18,077
18,077
55,692
(3,351)
70,418
—
$ 169,787
$
22,115
$
70,418
93,914
3,692
61
97,667
88,092
—
171
88,263
85,167
—
57
85,224
$
$
$
$
1.74
—
1.74
1.74
—
1.74
$
$
$
$
0.25
—
0.25
0.25
—
0.25
$
$
$
$
0.21
0.62
0.83
0.21
0.62
0.83
Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities
would increase diluted EPS for the respective periods (in thousands):
Conversion of common units
Conversion of Series I preferred units
Conversion of Series K preferred shares
Weighted Average Shares Excluded from
Denominator for the Years Ended
December 31,
2015
2014
2013
—
176
434
3,897
176
434
3,869
176
434
F-52
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following share-based compensation securities were excluded from the computation of diluted EPS because their effect
was antidilutive:
• weighted average restricted shares and deferred share awards of 410,000 for 2015, 401,000 for 2014 and 385,000 for 2013;
and
• weighted average options of 469,000 for 2015, 492,000 for 2014 and 636,000 for 2013, respectively.
As discussed in Note 10, we had outstanding senior notes with an exchange settlement feature, but such notes did not affect
our diluted EPS reported above since the weighted average closing price of COPT’s common shares during each of the periods
was less than the exchange prices per common share applicable for such periods.
COPLP and Subsidiaries EPU
We present both basic and diluted EPU. We compute basic EPU by dividing net income available to common unitholders
allocable to unrestricted common units under the two-class method by the weighted average number of unrestricted common
units outstanding during the period. Our computation of diluted EPU is similar except that:
•
•
the denominator is increased to include: (1) the weighted average number of potential additional common units that would
have been outstanding if securities that are convertible into our common units were converted; and (2) the effect of dilutive
potential common units outstanding during the period attributable to share-based compensation using the treasury stock or
if-converted methods; and
the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into
common units that we added to the denominator.
F-53
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Summaries of the numerator and denominator for purposes of basic and diluted EPU calculations are set forth below (in
thousands, except per unit data):
Numerator:
Income from continuing operations
Gain on sales of real estate, net
Preferred unit distributions
Issuance costs associated with redeemed preferred units
Income from continuing operations attributable to noncontrolling interests
Income from continuing operations attributable to restricted units
Numerator for basic and diluted EPU from continuing operations attributable
to COPLP common unitholders
Discontinued operations
Discontinued operations attributable to noncontrolling interests
Numerator for basic and diluted EPU on net income attributable to COPLP
common unitholders
Denominator (all weighted averages):
Denominator for basic EPU (common units)
Dilutive effect of share-based compensation awards
Denominator for diluted EPU (common units)
Basic EPU:
Income from continuing operations attributable to COPLP common
unitholders
Discontinued operations attributable to COPLP common unitholders
Net income attributable to COPLP common unitholders
Diluted EPU:
Income from continuing operations attributable to COPLP common
unitholders
Discontinued operations attributable to COPLP common unitholders
Net income attributable to COPLP common unitholders
For the Years Ended December 31,
2015
2014
2013
$ 120,675
68,047
(14,870)
—
(3,523)
(706)
$ 169,623
156
3
$
$
34,509
10,671
(16,599)
(1,769)
(3,281)
(432)
23,099
26
5
$
$
36,836
9,016
(20,631)
(2,904)
(2,977)
(414)
18,926
55,692
(930)
$ 169,782
$
23,130
$
73,688
97,606
61
97,667
91,989
171
92,160
89,036
57
89,093
$
$
$
$
1.74
—
1.74
1.74
—
1.74
$
$
$
$
0.25
—
0.25
0.25
—
0.25
$
$
$
$
0.21
0.62
0.83
0.21
0.62
0.83
Our diluted EPU computations do not include the effects of the following securities since the conversions of such securities
would increase diluted EPU for the respective periods (in thousands):
Conversion of Series I preferred units
Conversion of Series K preferred units
Weighted Average Units Excluded from
Denominator for the Years Ended
December 31,
2015
2014
2013
176
434
176
434
176
434
The following share-based compensation securities were excluded from the computation of diluted EPU because their effect
was antidilutive:
• weighted average restricted units and deferred share awards of 410,000 for 2015, 401,000 for 2014 and 385,000 for 2013;
and
• weighted average options of 469,000 for 2015, 492,000 for 2014 and 636,000 for 2013.
As discussed in Note 10, we had outstanding senior notes with an exchange settlement feature, but such notes did not affect
our diluted EPU reported above since the weighted average closing price of COPT’s common shares during each of the periods
was less than the exchange prices per common share applicable for such periods.
F-54
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
20.
Commitments and Contingencies
Litigation
In the normal course of business, we are involved in legal actions arising from our ownership and administration of
properties. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable
outcome is probable and the amount of loss can be reasonably estimated. Management does not anticipate that any liabilities
that may result from such proceedings will have a materially adverse effect on our financial position, operations or liquidity.
Our assessment of the potential outcomes of these matters involves significant judgment and is subject to change based on
future developments.
Environmental
We are subject to various Federal, state and local environmental regulations related to our property ownership and
operation. We have performed environmental assessments of our properties, the results of which have not revealed any
environmental liability that we believe would have a materially adverse effect on our financial position, operations or liquidity.
Tax Incremental Financing Obligation
In August 2010, Anne Arundel County, Maryland issued $30 million in tax incremental financing bonds to third-party
investors in order to finance public improvements needed in connection with our project known as National Business Park
North. The real estate taxes on increases in assessed value of a development district encompassing National Business Park
North are to be transferred to a special fund pledged to the repayment of the bonds. We recognized a $1.9 million liability
through December 31, 2015 representing our estimated obligation to fund through a special tax any future shortfalls between
debt service on the bonds and real estate taxes available to repay the bonds.
Operating Leases
We are obligated as lessee under operating leases (mostly ground leases) with various expiration dates extending to the
year 2100. Future minimum rental payments due under the terms of these operating leases as of December 31, 2015 follow (in
thousands):
Year Ending December 31,
2016
2017
2018
2019
2020
Thereafter
Contractual Obligations
$
1,189
1,117
1,071
1,049
1,067
86,798
$ 92,291
We had amounts remaining to be incurred under various contractual obligations as of December 31, 2015 that included the
following:
•
•
•
•
new development and redevelopment obligations of $87.8 million (including acquisitions of land);
capital expenditures for operating properties of $47.9 million;
third party construction and development of $10.7 million; and
other purchase obligations of $3.6 million.
F-55
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Environmental Indemnity Agreement
In connection with a lease and subsequent sale in 2008 and 2010 of three properties in Dayton, New Jersey, we agreed to
provide certain environmental indemnifications. The prior owner of the properties, a Fortune 100 company that is responsible
for groundwater contamination at such properties, previously agreed to indemnify us for (1) direct losses incurred in connection
with the contamination and (2) its failure to perform remediation activities required by the State of New Jersey, up to the point
that the state declares the remediation to be complete. Under the environmental indemnification agreement, we agreed to the
following:
•
•
•
to indemnify the tenant against losses covered under the prior owner’s indemnity agreement if the prior owner fails to
indemnify the tenant for such losses. This indemnification is capped at $5.0 million in perpetuity after the State of New
Jersey declares the remediation to be complete;
to indemnify the tenant for consequential damages (e.g., business interruption) at one of the buildings in perpetuity and
another of the buildings through 2025. This indemnification is limited to $12.5 million; and
to pay 50% of additional costs related to construction and environmental regulatory activities incurred by the tenant as a
result of the indemnified environmental condition of the properties. This indemnification is limited to $300,000 annually
and $1.5 million in the aggregate.
21.
Subsequent Event
On February 10, 2016, our Board of Trustees appointed Stephen E. Budorick, our Executive Vice President and Chief
Operating Officer since September 2011, to become our President and Chief Executive Officer effective May 12, 2016, the date
of the Company’s 2016 Annual Meeting of Shareholders. On that date, Roger A. Waesche, Jr., our current President and Chief
Executive Officer, will leave the Company to pursue other interests and he will not be nominated for reelection as a Trustee.
The Board expects to appoint Mr. Budorick to our Board of Trustees after the 2016 Annual Meeting of Shareholders. In
connection with the departure of Mr. Waesche, we will recognize executive transition costs of approximately $2.9 million in
2016.
F-56
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
22.
Quarterly Data (Unaudited)
The tables below set forth selected quarterly information for the years ended December 31, 2015 and 2014 (in thousands, except per share data). Certain of the amounts
below have been reclassified to conform to the current period presentation of our consolidated financial statements.
For the Year Ended December 31, 2015
For the Year Ended December 31, 2014
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
COPT and Subsidiaries
Revenues
Operating income
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to COPT
Preferred share dividends
Issuance costs associated with redeemed preferred shares
Net income attributable to COPT common shareholders
(238) $
— $
$ 161,034
$ 30,575
$ 10,987
$
$ 14,735
(1,380)
13,355
(3,552)
—
9,803
$
$ 170,363
$ 37,471
$ 16,839
394
$ 17,232
(1,451)
15,781
(3,553)
—
$ 12,228
$ 150,744
$ 31,993
$ 94,279
$
$ 94,294
(4,494)
89,800
(3,552)
—
$ 86,248
$ 143,325
$ 20,055
$ (1,430) $
— $
$
$ 62,617
(3,253)
59,364
(3,553)
—
$ 55,811
$ 146,667
$ 25,206
5,660
11
5,671
(930)
4,741
(4,490)
—
251
$
$ 139,820
$ 31,836
9,248
$
(198) $
$
9,050
$
(1,160)
7,890
(4,344)
(1,769)
1,777
$ 153,015
$ 37,422
$ 13,727
191
$ 24,548
(1,828)
22,720
(3,553)
—
$ 19,167
$
$ 146,971
$ 37,148
5,874
$
22
$
5,937
$
(1,033)
4,904
(3,552)
—
1,352
$
Basic earnings per common share
Diluted earnings per common share
$
$
0.10
0.10
$
$
0.13
0.13
$
$
0.91
0.91
$
$
0.59
0.59
$
$
0.00
0.00
$
$
0.02
0.02
$
$
0.22
0.22
$
$
0.01
0.01
COPLP and Subsidiaries
Revenues
Operating income
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to COPLP
Preferred unit distributions
Issuance costs associated with redeemed preferred units
Net income attributable to COPLP common unitholders
(238) $
— $
$ 161,034
$ 30,575
$ 10,987
$
$ 14,735
(818)
13,917
(3,717)
—
$ 10,200
$ 170,363
$ 37,471
$ 16,839
394
$ 17,232
(812)
16,420
(3,718)
—
$ 12,702
$ 150,744
$ 31,993
$ 94,279
$
$ 94,294
(972)
93,322
(3,717)
—
$ 89,605
$ 143,325
$ 20,055
$ (1,430)
$ 146,667
$ 25,206
5,660
$
11
— $
5,671
$
(737)
4,934
(4,655)
—
279
$
$ 62,617
(918)
61,699
(3,718)
—
$ 57,981
$ 139,820
$ 31,836
9,248
$
(198) $
$
9,050
$
(837)
8,213
(4,509)
(1,769)
1,935
$ 153,015
$ 37,422
$ 13,727
191
$ 24,548
(897)
23,651
(3,718)
—
$ 19,933
$
$ 146,971
$ 37,148
5,874
$
22
$
5,937
$
(805)
5,132
(3,717)
—
1,415
$
Basic earnings per common unit
Diluted earnings per common unit
$
$
0.10
0.10
$
$
0.13
0.13
$
$
0.91
0.91
$
$
0.59
0.59
$
$
0.00
0.00
$
$
0.02
0.02
$
$
0.22
0.22
$
$
0.01
0.01
F-57
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Schedule II—Valuation and Qualifying Accounts
Years Ended December 31, 2015, 2014 and 2013
(Dollars in thousands)
Accounts Receivables-Allowance for doubtful
accounts
Year ended December 31, 2015
Year ended December 31, 2014
Year ended December 31, 2013
Allowance for Deferred Rent Receivable
Year ended December 31, 2015
Year ended December 31, 2014
Year ended December 31, 2013
Allowance for Deferred Tax Asset
Year ended December 31, 2015
Year ended December 31, 2014
Year ended December 31, 2013
Balance at
Beginning
of Year
Charged to
Costs and
Expenses (1)
Charged to
Other
Accounts (2)
Deductions (3)
Balance at
End of
Year
$
$
$
$
$
$
$
$
$
717
2,976
4,694
1,418
2,126
913
2,062
2,062
207
$
$
$
$
$
$
$
$
$
$
1,125
278
$
(65) $
98
$
— $
— $
(415) $
(2,537) $
(1,653) $
1,525
717
2,976
— $
— $
— $
544
$
(708) $
$
1,213
— $
— $
— $
1,962
1,418
2,126
— $
— $
$
1,855
— $
— $
— $
— $
— $
— $
2,062
2,062
2,062
(1) Amounts charged to costs and expenses are net of recoveries.
(2) Allowances for certain accounts receivables were charged to service company revenue. Deferred rent receivable
allowances were charged to rental revenue.
(3) Deductions reflect adjustments to reserves due to actual write-offs of accounts.
F-58
Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Schedule III—Real Estate and Accumulated Depreciation
December 31, 2015
(Dollars in thousands)
Initial Cost
Gross Amounts Carried
At Close of Period
Property (Type) (1)
Location
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Building
and Land
Improvements
Total
(3)(4)
Accumulated
Depreciation
(5)
Land
Year Built or
Renovated
Date
Acquired (6)
100 Light Street (O)
1000 Redstone Gateway (O)
1100 Redstone Gateway (O)
Baltimore, MD
Huntsville, AL
Huntsville, AL
$
50,732 $ 26,715 $
11,370
11,791
—
—
58,343 $
20,533
19,593
55 $ 26,715 $
—
—
—
—
58,398 $
20,533
19,593
85,113 $
20,533
19,593
114 National Business Parkway (O)
Annapolis Junction, MD
11751 Meadowville Lane (O)
1200 Redstone Gateway (O)
1201 M Street (O)
1201 Winterson Road (O)
1220 12th Street, SE (O)
1243 Winterson Road (L)
1302 Concourse Drive (O)
1304 Concourse Drive (O)
1306 Concourse Drive (O)
Richmond, VA
Huntsville, AL
Washington, DC
Linthicum, MD
Washington, DC
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
131 National Business Parkway (O)
Annapolis Junction, MD
132 National Business Parkway (O)
Annapolis Junction, MD
133 National Business Parkway (O)
Annapolis Junction, MD
1331 Ashton Road (O)
1334 Ashton Road (O)
Hanover, MD
Hanover, MD
134 National Business Parkway (O)
Annapolis Junction, MD
1340 Ashton Road (O)
1341 Ashton Road (O)
1343 Ashton Road (O)
13450 Sunrise Valley Road (O)
13454 Sunrise Valley Road (O)
Hanover, MD
Hanover, MD
Hanover, MD
Herndon, VA
Herndon, VA
—
—
13,639
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
135 National Business Parkway (O)
Annapolis Junction, MD
11,125
1362 Mellon Road (O)
13857 McLearen Road (O)
Hanover, MD
Herndon, VA
140 National Business Parkway (O)
Annapolis Junction, MD
—
—
—
141 National Business Parkway (O)
Annapolis Junction, MD
11,566
14280 Park Meadow Drive (O)
1460 Dorsey Road (L)
14840 Conference Center Drive (O)
14850 Conference Center Drive (O)
14900 Conference Center Drive (O)
Chantilly, VA
Hanover, MD
Chantilly, VA
Chantilly, VA
Chantilly, VA
—
—
—
—
—
364
1,305
—
—
1,288
—
630
2,078
1,999
2,796
1,906
2,917
2,517
587
736
3,684
905
306
193
1,386
2,899
2,484
1,706
3,507
3,407
2,398
3,731
1,800
1,572
1,615
3,436
60
112
—
4,225
460
2,431
—
6,559
2,884
8,152
3,524
3,005
5,204
1,575
2,639
3,496
1,469
604
405
3,335
6,750
5,700
182
1,565
688
3,194
1,764
—
2,860
2,947
5,239
364
1,305
—
—
1,288
—
630
2,078
1,999
2,796
1,906
2,917
2,517
587
736
3,684
905
306
193
1,386
2,899
2,484
1,706
3,507
3,407
2,398
3,731
1,800
1,572
1,615
3,436
3,169
52,210
22,389
54,010
12,635
44,895
—
14,872
15,818
19,338
11,147
15,264
15,272
3,922
4,127
3,533
53,515
22,389
54,010
13,923
44,895
630
16,950
17,817
22,134
13,053
18,181
17,789
4,509
4,863
11,013
14,697
5,089
1,827
1,179
8,911
18,736
15,450
8,852
31,742
24,855
12,784
17,717
—
11,035
11,305
19,641
5,994
2,133
1,372
10,297
21,635
17,934
10,558
35,249
28,262
15,182
21,448
1,800
12,607
12,920
23,077
3,109
52,098
22,389
49,785
12,175
42,464
—
8,313
12,934
11,186
7,623
12,259
10,068
2,347
1,488
7,517
3,620
1,223
774
5,576
11,986
9,750
8,670
30,177
24,167
9,590
15,953
—
8,175
8,358
14,402
F-59
(1,588)
(1,438)
(965)
(1,125)
(11,194)
(1,145)
(8,947)
(3,824)
(8,523)
—
(6,188)
(6,360)
(6,922)
(5,596)
(7,700)
(8,230)
(1,337)
(2,467)
(4,062)
(2,621)
(932)
(640)
(3,902)
(7,177)
(6,467)
(1,517)
(6,961)
(7,647)
(5,963)
(6,185)
—
(4,320)
(4,646)
(8,221)
1973
2013
2014
2002
2007
2013
2001
1985 (7)
2003
(8)
1996
2002
1990
1990
2000
1997
1989
1989
1999
1989
1989
1989
1998
1998
1998
2006
2007
2003
1990
1999
(8)
2000
2000
1999
8/7/2015
3/23/2010
3/23/2010
6/30/2000
9/15/2006
3/23/2010
9/28/2010
4/30/1998
9/28/2010
12/19/2001
11/18/1999
11/18/1999
11/18/1999
9/28/1998
5/28/1999
9/28/1998
4/28/1999
4/28/1999
11/13/1998
4/28/1999
4/28/1999
4/28/1999
7/25/2003
7/25/2003
12/30/1998
2/10/2006
7/11/2012
12/31/2003
9/28/1998
9/29/2004
2/28/2006
7/25/2003
7/25/2003
7/25/2003
Initial Cost
Gross Amounts Carried
At Close of Period
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Property (Type) (1)
Location
1501 South Clinton Street (O)
15049 Conference Center Drive (O)
Baltimore, MD
Chantilly, VA
15059 Conference Center Drive (O)
Chantilly, VA
15395 John Marshall Highway (O)
1550 West Nursery Road (O)
1560 West Nursery Road (O)
Haymarket, VA
Linthicum, MD
Linthicum, MD
1560A Cable Ranch Road (O) (10)
San Antonio, TX
1560B Cable Ranch Road (O) (10)
16442 Commerce Drive (O)
16480 Commerce Drive (O)
San Antonio, TX
Dahlgren, VA
Dahlgren, VA
16501 Commerce Drive (O)
16539 Commerce Drive (O)
16541 Commerce Drive (O)
16543 Commerce Drive (O)
1751 Pinnacle Drive (O)
1753 Pinnacle Drive (O)
201 Technology Drive (O)
206 Research Boulevard (O)
209 Research Boulevard (O)
210 Research Boulevard (O)
2100 L Street (L)
2100 Rideout Road (O)
21267 Smith Switch Road (O)
21271 Smith Switch Road (O)
22289 Exploration Drive (O)
22299 Exploration Drive (O)
22300 Exploration Drive (O)
22309 Exploration Drive (O)
23535 Cottonwood Parkway (O)
250 W Pratt St (O)
2500 Riva Road (O)
2600 Park Tower Drive (O)
2691 Technology Drive (O)
2701 Technology Drive (O)
2711 Technology Drive (O)
2720 Technology Drive (O)
2721 Technology Drive (O)
2730 Hercules Road (O)
2900 Towerview Road (O)
Dahlgren, VA
Dahlgren, VA
Dahlgren, VA
Dahlgren, VA
McLean, VA
McLean, VA
Lebanon, VA
Aberdeen, MD
Aberdeen, MD
Aberdeen, MD
Washington, DC
Huntsville, AL
Ashburn, VA
Ashburn, VA
Lexington Park, MD
Lexington Park, MD
Lexington Park, MD
Lexington Park, MD
California, MD
Baltimore, MD
Annapolis, MD
Vienna, VA
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Herndon, VA
— 27,964
4,415
—
—
5,753
—
2,465
— 14,071
1,441
—
—
—
—
—
—
—
—
—
1,097
2,299
613
1,856
522
688
773
436
— 10,486
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,275
726
1,813
1,045
1,065
1,273
—
4,040
7,346
1,422
1,362
1,094
2,243
692
8,057
2,791
— 20,304
—
22,053
17,153
—
—
34,256
—
2,098
1,737
2,251
3,863
4,611
8,737
3,207
52,146
20,365
13,615
24,768
16,930
113
3,770
6,545
2,582
7,425
2,090
2,860
3,094
1,742
42,339
34,353
31,091
17,485
16,087
15,102
1,685
2,586
10,135
18,267
5,719
5,791
5,038
10,419
3,051
34,654
12,145
34,443
17,334
15,266
21,611
29,272
14,597
31,612
16,379
F-60
Land
27,964
4,415
5,753
8,165
3,619
2,065
—
2,465
— 14,071
1,441
—
394
159
883
1,283
482
1,524
1,368
502
1,097
2,299
613
1,856
522
688
773
436
24,059
10,894
10,486
8,275
59
—
79
75
—
—
—
—
1,660
1,218
1,315
7,787
248
4,765
1
346
5,305
2,821
1,468
146
1,263
7,213
6,509
726
1,813
1,045
1,065
1,273
—
4,040
7,346
1,422
1,362
1,094
2,243
692
8,057
2,791
20,304
2,098
1,737
2,251
3,863
4,611
8,737
3,207
Building
and Land
Improvements
Total
(3)(4)
Accumulated
Depreciation
(5)
Year Built or
Renovated
Date
Acquired (6)
60,311
23,984
15,680
24,768
16,930
113
4,164
6,704
3,465
8,708
2,572
4,384
4,462
2,244
66,398
45,247
31,150
17,485
16,166
15,177
1,685
2,586
10,135
18,267
7,379
7,009
6,353
18,206
3,299
39,419
12,146
34,789
22,639
18,087
23,079
29,418
15,860
38,825
22,888
88,275
28,399
21,433
27,233
31,001
1,554
5,261
9,003
4,078
10,564
3,094
5,072
5,235
2,680
76,884
53,522
31,876
19,298
17,211
16,242
2,958
2,586
14,175
25,613
8,801
8,371
7,447
20,449
3,991
47,476
14,937
55,093
24,737
19,824
25,330
33,281
20,471
47,562
26,095
(14,472)
(9,236)
(6,697)
(1,195)
(3,626)
(5)
(1,298)
(1,738)
(1,332)
(2,316)
(797)
(1,934)
(1,727)
(573)
(23,750)
(15,849)
(6,358)
(1,416)
(2,069)
(1,569)
—
—
(365)
(881)
(2,826)
(2,641)
(2,024)
(4,683)
(1,206)
(1,652)
(4,417)
(1,051)
(7,827)
(7,567)
(10,158)
(8,316)
(6,400)
(15,674)
(7,181)
2006
1997
2000
2014
2009
2014
1985/2007
1985/2006
2002
2000
2002
1990
1996
2002
1989/1995
1976/2004
2007
2012
2010
2010
(8)
(7)
2014
2013
2000
1998
1997
1984/1997
1984
1985
2000
1999
2005
2001
2002
2004
2000
1990
1982/2008
10/27/2009
8/14/2002
8/14/2002
5/7/2013
10/28/2009
10/28/2009
6/19/2008
6/19/2008
12/21/2004
12/28/2004
12/21/2004
12/21/2004
12/21/2004
12/21/2004
9/23/2004
9/23/2004
10/5/2007
9/14/2007
9/14/2007
9/14/2007
8/11/2015
3/23/2010
12/27/2012
12/27/2012
3/24/2004
3/24/2004
11/9/2004
3/24/2004
3/24/2004
3/19/2015
3/4/2003
4/15/2015
5/26/2000
5/26/2000
11/13/2000
1/31/2002
10/21/1999
9/28/1998
12/20/2005
Property (Type) (1)
Location
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Building
and Land
Improvements
Total
(3)(4)
Accumulated
Depreciation
(5)
Land
Year Built or
Renovated
Date
Acquired (6)
Initial Cost
Gross Amounts Carried
At Close of Period
30 Light Street (O)
300 Sentinel Drive (O)
302 Sentinel Drive (O)
304 Sentinel Drive (O)
306 Sentinel Drive (O)
308 Sentinel Drive (O)
310 Sentinel Way (O)
310 The Bridge Street (O)
312 Sentinel Way (O)
3120 Fairview Park Drive (O)
314 Sentinel Way (O)
316 Sentinel Way (O)
318 Sentinel Way (O)
320 Sentinel Way (O)
322 Sentinel Way (O)
324 Sentinel Way (O)
Baltimore, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Huntsville, AL
Annapolis Junction, MD
Falls Church, VA
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
Annapolis Junction, MD
4,268
—
—
—
15,878
—
—
—
—
—
—
—
—
—
Annapolis Junction, MD
21,122
Annapolis Junction, MD
410 National Business Parkway (O)
Annapolis Junction, MD
420 National Business Parkway (O)
Annapolis Junction, MD
430 National Business Parkway (O)
Annapolis Junction, MD
44408 Pecan Court (O)
44414 Pecan Court (O)
44417 Pecan Court (O)
44420 Pecan Court (O)
44425 Pecan Court (O)
45310 Abell House Lane (O)
46579 Expedition Drive (O)
46591 Expedition Drive (O)
California, MD
California, MD
California, MD
California, MD
California, MD
California, MD
Lexington Park, MD
Lexington Park, MD
4851 Stonecroft Boulevard (O)
Chantilly, VA
4940 Campbell Drive (O) (10)
White Marsh, MD
525 Babcock Road (O)
Colorado Springs, CO
5325 Nottingham Drive (O)
5355 Nottingham Drive (O)
White Marsh, MD
White Marsh, MD
540 National Business Parkway (O)
Annapolis Junction, MD
5520 Research Park Drive (O)
5522 Research Park Drive (O)
5825 University Research Court (O)
5850 University Research Court (O)
6700 Alexander Bell Drive (O)
6708 Alexander Bell Drive (O)
Catonsville, MD
Catonsville, MD
College Park, MD
College Park, MD
Columbia, MD
Columbia, MD
—
1,517
2,648
3,411
3,260
1,422
2,372
261
3,138
6,863
1,254
2,748
2,185
2,067
2,605
1,656
1,831
2,370
1,852
817
405
434
344
1,309
2,272
1,406
1,200
1,878
1,379
355
816
761
2,035
—
—
—
—
1,755
897
12,101
59,016
29,687
24,917
22,592
26,208
36,468
26,531
27,789
35,606
1,439
38,156
28,426
21,623
22,827
23,018
23,257
27,490
21,153
1,583
1,619
3,348
890
3,506
13,808
5,796
7,199
11,558
2,728
397
3,976
3,562
9,496
20,072
4,550
22,740
31,906
7,019
8,844
F-61
37
219
445
193
611
37
—
1,695
—
8,773
—
138
—
—
—
—
112
106
119
581
337
88
148
1,590
—
1,335
1,134
21
1,464
79
485
1,758
—
201
—
87
406
6,226
1,591
—
1,517
2,648
3,411
3,260
1,422
2,372
261
3,138
6,863
1,254
2,748
2,185
2,067
2,605
1,656
1,831
2,370
1,852
817
405
434
344
1,309
2,272
1,406
1,200
1,878
1,379
355
816
761
2,035
—
—
—
—
1,755
897
12,138
59,235
30,132
25,110
23,203
26,245
36,468
28,226
27,789
44,379
1,439
38,294
28,426
21,623
22,827
23,018
23,369
27,596
21,272
2,164
1,956
3,436
1,038
5,096
12,138
60,752
32,780
28,521
26,463
27,667
38,840
28,487
30,927
51,242
2,693
41,042
30,611
23,690
25,432
24,674
25,200
29,966
23,124
2,981
2,361
3,870
1,382
6,405
13,808
16,080
7,131
8,333
8,537
9,533
11,579
13,457
4,192
476
4,461
5,320
9,496
20,273
4,550
22,827
32,312
13,245
10,435
5,571
831
5,277
6,081
11,531
20,273
4,550
22,827
32,312
15,000
11,332
(128)
(8,458)
(6,000)
(6,304)
(5,269)
(3,050)
(191)
(5,136)
(913)
(7,229)
(249)
(3,570)
(6,981)
(4,310)
(5,143)
(3,078)
(1,719)
(1,230)
(2,034)
(560)
(725)
(1,127)
(255)
(1,784)
(1,403)
(3,060)
(1,933)
(3,248)
(445)
(173)
(1,233)
(2,132)
—
(3,195)
(955)
(3,817)
(4,580)
(5,913)
(3,414)
2009
2009
2007
2005
2006
2010
(7)
2009
2014
2008
2008
2011
2005
2007
2006
2010
2012
2013
2011
1986
1986
1989/2015
1989
1997
2011
2002
2005
2004
1990
1967
2002
2005
(7)
2009
2007
2008
2008
1988
1988 (7)
8/7/2015
11/14/2003
11/14/2003
11/14/2003
11/14/2003
11/14/2003
11/14/2003
8/9/2011
11/14/2003
11/23/2010
11/14/2003
11/14/2003
11/14/2003
11/14/2003
11/14/2003
6/29/2006
6/29/2006
6/29/2006
6/29/2006
3/24/2004
3/24/2004
3/24/2004
11/9/2004
5/5/2004
8/30/2010
3/24/2004
3/24/2004
8/14/2002
1/9/2007
7/12/2007
1/9/2007
1/9/2007
6/29/2006
4/4/2006
3/8/2006
1/29/2008
1/29/2008
5/14/2001
5/14/2001
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
15,255
20,771
—
—
Initial Cost
Gross Amounts Carried
At Close of Period
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Building
and Land
Improvements
Total
(3)(4)
Accumulated
Depreciation
(5)
Land
Year Built or
Renovated
Date
Acquired (6)
Property (Type) (1)
Location
6711 Columbia Gateway Drive (O)
6716 Alexander Bell Drive (O)
Columbia, MD
Columbia, MD
6721 Columbia Gateway Drive (O)
Columbia, MD
6724 Alexander Bell Drive (O)
6731 Columbia Gateway Drive (O)
6740 Alexander Bell Drive (O)
Columbia, MD
Columbia, MD
Columbia, MD
6741 Columbia Gateway Drive (O)
Columbia, MD
6750 Alexander Bell Drive (O)
6760 Alexander Bell Drive (O)
6940 Columbia Gateway Drive (O)
Columbia, MD
Columbia, MD
Columbia, MD
6950 Columbia Gateway Drive (O)
Columbia, MD
7000 Columbia Gateway Drive (O)
7005 Columbia Gateway Drive (O)
7015 Albert Einstein Drive (O)
Columbia, MD
Columbia, MD
Columbia, MD
7061 Columbia Gateway Drive (O)
Columbia, MD
7063 Columbia Gateway Drive (O)
Columbia, MD
7065 Columbia Gateway Drive (O)
Columbia, MD
7067 Columbia Gateway Drive (O)
Columbia, MD
7125 Columbia Gateway Drive (L)
Columbia, MD
—
—
16,663
—
—
—
—
—
—
—
—
—
—
1,570
—
—
—
—
—
2,683
1,242
1,753
449
2,807
1,424
675
1,263
890
3,545
3,596
3,131
3,036
2,058
729
902
919
1,829
3,361
7125 Columbia Gateway Drive (O)
Columbia, MD
— 17,126
7130 Columbia Gateway Drive (O)
Columbia, MD
7134 Columbia Gateway Drive (O)
Columbia, MD
7138 Columbia Gateway Drive (O)
Columbia, MD
7142 Columbia Gateway Drive (O)
Columbia, MD
7150 Columbia Gateway Drive (O)
Columbia, MD
7150 Riverwood Drive (O)
7160 Riverwood Drive (O)
7170 Riverwood Drive (O)
7175 Riverwood Drive (O)
7200 Redstone Gateway (O)
7200 Riverwood Road (O)
7205 Riverwood Drive (O)
7272 Park Circle Drive (O)
7318 Parkway Drive (O)
7320 Parkway Drive (O)
7400 Redstone Gateway (O)
7467 Ridge Road (O)
7740 Milestone Parkway (O)
7770 Backlick Road (O)
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MD
Huntsville, AL
Columbia, MD
Columbia, MD
Hanover, MD
Hanover, MD
Hanover, MD
Huntsville, AL
Hanover, MD
Hanover, MD
Springfield, VA
—
—
—
—
—
—
—
—
—
6,649
—
—
4,747
—
—
7,292
—
18,987
—
1,350
704
1,104
1,342
1,032
1,821
2,732
1,283
1,788
—
4,089
1,367
1,479
972
905
—
1,629
3,825
6,387
23,239
4,969
34,090
5,039
19,098
5,696
1,711
12,461
3,561
9,916
14,269
12,103
189
6,093
3,094
3,684
3,763
11,823
1,677
46,994
4,359
2,139
3,518
3,978
3,429
4,388
7,006
3,096
7,269
8,347
22,544
21,484
6,300
3,888
3,570
9,012
6,517
34,176
74,325
F-62
619
3,352
76
708
2,916
3,340
124
3,457
2,974
5,537
3,087
2,138
—
1,527
1,407
2,512
3,095
2,838
279
9,813
1,906
314
2,118
2,502
665
1,713
2,275
692
—
—
3,994
—
3,883
1,002
5,048
—
3,645
404
141
2,683
1,242
1,753
449
2,807
1,424
675
1,263
890
3,545
3,596
3,131
3,036
2,058
729
902
919
1,829
3,361
17,126
1,350
704
1,104
1,342
1,032
1,821
2,732
1,283
1,788
—
4,089
1,367
1,479
972
905
—
1,629
3,825
6,387
23,858
8,321
34,166
5,747
22,014
9,036
1,835
15,918
6,535
15,453
17,356
14,241
189
7,620
4,501
6,196
6,858
14,661
1,956
56,807
6,265
2,453
5,636
6,480
4,094
6,101
9,281
3,788
7,269
8,347
26,538
21,484
10,183
4,890
8,618
9,012
10,162
34,580
74,466
26,541
9,563
35,919
6,196
24,821
10,460
2,510
17,181
7,425
18,998
20,952
17,372
3,225
9,678
5,230
7,098
7,777
16,490
5,317
73,933
7,615
3,157
6,740
7,822
5,126
7,922
12,013
5,071
9,057
8,347
30,627
22,851
11,662
5,862
9,523
9,012
11,791
38,405
80,853
(5,407)
(4,359)
(5,798)
(2,266)
(8,494)
(5,058)
(357)
(7,576)
(3,248)
(7,000)
(7,506)
(4,482)
—
(2,915)
(1,802)
(2,452)
(2,773)
(6,154)
2006-2007
1990
2009
2001
2002
1992
2008
2001
1991
1999
1998
1999
(8)
1999
2000
2000
2000
2001
— 1973/1999 (8)
(16,632)
(2,692)
(1,234)
(3,139)
(2,322)
(1,170)
(1,933)
(3,265)
(1,386)
(389)
(328)
(8,761)
(1,310)
(2,956)
(2,084)
(2,883)
(121)
(4,439)
(4,692)
(5,292)
1973/1999
1989
1990 (7)
1990
1994
1991
2000
2000
2000
1996/2013
2013
1986
2013
1991/1996
1984
1983
2015
1990
2009
2012
9/28/2000
12/31/1998
9/28/2000
5/14/2001
3/29/2000
12/31/1998
9/28/2000
12/31/1998
12/31/1998
11/13/1998
10/22/1998
5/31/2002
6/26/2014
12/1/2005
8/30/2001
8/30/2001
8/30/2001
8/30/2001
6/29/2006
6/29/2006
9/19/2005
9/19/2005
9/19/2005
9/19/2005
9/19/2005
1/10/2007
1/10/2007
1/10/2007
7/27/2005
3/23/2010
10/13/1998
7/27/2005
1/10/2007
4/16/1999
4/4/2002
3/23/2010
4/28/1999
7/2/2007
3/10/2010
Property (Type) (1)
Location
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Building
and Land
Improvements
Land
Initial Cost
Gross Amounts Carried
At Close of Period
7880 Milestone Parkway (O)
8003 Corporate Drive (O) (10)
8007 Corporate Drive (O) (10)
8010 Corporate Drive (O) (10)
8013 Corporate Drive (O) (10)
8015 Corporate Drive (O) (10)
8019 Corporate Drive (O) (10)
8020 Corporate Drive (O) (10)
8023 Corporate Drive (O) (10)
8094 Sandpiper Circle (O) (10)
8098 Sandpiper Circle (O) (10)
8110 Corporate Drive (O) (10)
8140 Corporate Drive (O) (10)
8621 Robert Fulton Drive (O)
8661 Robert Fulton Drive (O)
8671 Robert Fulton Drive (O)
870 Elkridge Landing Road (O)
891 Elkridge Landing Road (O)
900 Elkridge Landing Road (O)
901 Elkridge Landing Road (O)
911 Elkridge Landing Road (O)
921 Elkridge Landing Road (O)
938 Elkridge Landing Road (O)
939 Elkridge Landing Road (O)
940 Elkridge Landing Road (L)
9651 Hornbaker Road (D)
Aerotech Commerce (L)
Arborcrest (O)
Arundel Preserve (L)
Ashburn Crossing - DC10 (O)
Canton Crossing Land (L)
Hanover, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
White Marsh, MD
Columbia, MD
Columbia, MD
Columbia, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Linthicum, MD
Manassas, VA
Colorado Springs, CO
Blue Bell, PA
Hanover, MD
Ashburn, VA
Baltimore, MD
Canton Crossing Util Distr Ctr (O)
Baltimore, MD
Columbia Gateway - Southridge (L)
Columbia, MD
Dahlgren Technology Center (L)
Expedition VII (L)
InterQuest (L) (10)
M Square Research Park (L)
National Business Park North (L)
North Gate Business Park (L)
Dahlgren, VA
Lexington Park, MD
Colorado Springs, CO
College Park, MD
Annapolis Junction, MD
Aberdeen, MD
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,857
611
1,434
1,349
642
446
680
2,184
651
1,960
1,797
2,285
2,158
2,317
1,510
1,718
2,003
1,165
1,993
1,156
1,215
1,044
922
939
842
6,050
900
— 21,968
— 13,401
—
4,408
— 16,085
—
—
7,300
6,387
978
—
705
—
8,201
—
—
—
— 28,066
6,309
—
23,647
1,126
350
3,262
1,072
1,116
1,898
3,767
1,164
3,716
3,651
10,117
8,457
12,642
3,764
4,280
9,442
4,772
7,972
4,437
4,861
4,727
4,748
3,756
4
249,706
—
122,759
9,331
10,689
2,134
15,556
3,539
178
728
—
2,986
41,936
4,540
F-63
—
685
1,218
1,744
1,808
466
825
2,205
5
1,129
639
989
3,163
344
2,420
3,931
7,616
2,928
3,603
2,390
2,024
748
1,263
4,245
—
985
—
4,857
611
1,434
1,349
642
446
680
2,184
651
1,960
1,797
2,285
2,158
2,317
1,510
1,718
2,003
1,165
1,993
1,156
1,215
1,044
922
939
842
6,050
900
1,301
21,968
— 13,401
—
4,408
— 16,085
942
—
7,300
6,387
978
—
705
—
8,201
—
—
—
— 28,066
6,309
—
Total
(3)(4)
28,504
2,422
3,002
6,355
3,522
2,028
3,403
8,156
1,820
6,805
6,087
13,391
13,778
15,303
7,694
9,929
19,061
8,865
13,568
7,983
8,100
6,519
6,933
8,940
846
23,647
1,811
1,568
5,006
2,880
1,582
2,723
5,972
1,169
4,845
4,290
11,106
11,620
12,986
6,184
8,211
17,058
7,700
11,575
6,827
6,885
5,475
6,011
8,001
4
250,691
—
124,060
256,741
900
146,028
9,331
10,689
2,134
16,498
3,539
178
728
—
2,986
41,936
4,540
22,732
15,097
18,219
23,798
9,926
1,156
1,433
8,201
2,986
70,002
10,849
Accumulated
Depreciation
(5)
(215)
(99)
(278)
(1,448)
(519)
(468)
(827)
(1,703)
(47)
(1,267)
(929)
(3,133)
(4,117)
(3,378)
(2,117)
(3,060)
(8,411)
(3,488)
(6,009)
(3,015)
(3,462)
(4,924)
(2,116)
(3,337)
—
(18,119)
—
Year Built or
Renovated
Date
Acquired (6)
2015 (7)
1999
9/17/2013
1/9/2007
1995
1998
1990
1990
1990
1997
1990
1998
1998
2001
2003
2005-2006
2002
2002
1981
1984
1982
1984
1985
1983 (7)
1984
1983
(8)
2010
(8)
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
1/9/2007
6/10/2005
12/30/2003
12/30/2003
8/3/2001
7/2/2001
4/30/1998
7/2/2001
4/30/1998
4/30/1998
7/2/2001
4/30/1998
7/2/2001
9/14/2010
5/19/2006
(25,901) 1991-96/2015
10/14/1997
—
(225)
—
(3,326)
—
—
—
—
—
—
—
(8)
2015
(8)
2006
(8)
(8)
(8)
(8)
(8)
(8)
(8)
7/2/2007
12/27/2012
10/27/2009
10/27/2009
9/20/2004
3/16/2005
3/24/2004
9/28/2005
1/29/2008
6/29/2006
9/14/2007
Property (Type) (1)
Location
Northwest Crossroads (L)
San Antonio, TX
NOVA Office A (O) (9)
NOVA Office B (O) (9)
NOVA Office D (O)
Old Annapolis Road (O)
Patriot Park (L)
Patriot Point - DC15 (O)
Patriot Point - DC16 (O)
Patriot Point - DC17 (O)
Patriot Ridge (L)
Redstone Gateway (L)
Route 15/Biggs Ford Road (L)
Sentry Gateway (L)
Sentry Gateway - T (O)
Sentry Gateway - V (O)
Sentry Gateway - W (O)
Sentry Gateway - X (O)
Sentry Gateway - Y (O)
Sentry Gateway - Z (O)
Southpoint Manassas - DC12 (O)
Southpoint Manassas - DC14 (O)
Westfields - Park Center (L)
Westfields Corporate Center (L)
White Marsh (L)
Woodland Park (L) (10)
Chantilly, VA
Chantilly, VA
Chantilly, VA
Columbia, MD
Colorado Springs, CO
Ashburn, VA
Ashburn, VA
Ashburn, VA
Springfield, VA
Huntsville, AL
Frederick, MD
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
Manassas, VA
Manassas, VA
Chantilly, VA
Chantilly, VA
White Marsh, MD
Herndon, VA
Other Developments, including
intercompany eliminations (V)
Various
Initial Cost
Gross Amounts Carried
At Close of Period
Encumbrances
(2)
Land
Building
and Land
Improvements
Costs
Capitalized
Subsequent
to Acquisition
—
—
—
—
—
7,430
2,096
739
6,587
1,637
—
2,328
— 12,156
— 12,156
—
6,078
— 18,517
—
—
8,703
—
—
8,275
— 14,020
—
—
—
—
—
—
—
—
—
1,964
1,964
1,964
4,518
4,518
— 16,418
—
—
—
—
7,141
7,852
9,614
94
847
47,364
26,277
103
5,500
1
7,112
4,110
472
14,423
14,250
596
3,645
38,804
1,066
1,884
21,178
21,298
30,335
12,701
13,009
7,488
1,423
2,570
85
34
Land
7,430
2,096
739
6,587
1,637
—
—
—
—
3,457
—
2,328
— 12,156
— 12,156
—
6,078
— 18,517
—
—
8,703
—
—
13
—
—
—
—
—
—
—
8,275
14,020
—
—
1,964
1,964
1,964
4,518
4,518
— 16,418
—
—
—
7,141
7,852
9,614
Building
and Land
Improvements
Total
(3)(4)
Accumulated
Depreciation
(5)
Year Built or
Renovated
Date
Acquired (6)
847
47,364
26,277
103
8,957
1
7,112
4,110
472
14,423
14,250
596
3,645
38,817
1,066
1,884
21,178
21,298
30,335
12,701
13,009
7,488
1,423
2,570
85
8,277
49,460
27,016
6,690
10,594
2,329
19,268
16,266
6,550
32,940
14,250
9,299
11,920
52,837
1,066
1,884
23,142
23,262
32,299
17,219
17,527
23,906
8,564
10,422
9,699
—
(1,046)
—
—
(2,983)
—
—
—
—
—
—
—
—
(8,618)
(188)
(296)
(2,728)
(2,745)
(616)
(127)
(101)
—
—
—
—
(8)
2015
(7)
(7)
1974/1985
(8)
(7)
(7)
(7)
(8)
(8)
(8)
(8)
1982/1985
2007
2009
2010
2010
2015
2015
2015
(8)
(8)
(8)
(8)
1/20/2006
7/31/2002
7/31/2002
7/31/2002
12/14/2000
7/8/2005
10/15/2015
10/15/2015
10/15/2015
3/10/2010
3/23/2010
8/28/2008
3/30/2005
3/30/2005
3/30/2005
3/30/2005
1/20/2006
1/20/2006
6/14/2005
2/6/2015
2/6/2015
7/18/2002
7/31/2002
1/9/2007
4/29/2004
431
94
465
559
(39)
Various
Various
$
316,887 $709,953 $
3,106,271 $
342,392 $ 709,953 $
3,448,663 $4,158,616 $
(718,680)
(1) A legend for the Property Type follows: (O) = Office Property; (L) = Land held or pre-construction; (D) = Data Center; and (V) = Various.
(2) Excludes our Revolving Credit Facility of $43.5 million, term loan facilities of $515.9 million, unsecured senior notes of $1.2 billion, unsecured notes payable of $1.5 million, a letter of credit on a mortgage loan of
$14.8 million, and deferred financing costs, net of premiums, on the remaining loans of $668,000.
(3) The aggregate cost of these assets for Federal income tax purposes was approximately $3.5 billion at December 31, 2015.
(4) As discussed in Note 3 to our Consolidated Financial Statements, we recognized impairment losses of $23.5 million primarily in connection with certain of our land and operating properties, including $22.0 million
related to land and operating properties still owned as of December 31, 2015.
(5) The estimated lives over which depreciation is recognized follow: Building and land improvements: 10-40 years; and tenant improvements: related lease terms.
(6) The acquisition date of multi-parcel properties reflects the date of the earliest parcel acquisition.
(7) Under construction or redevelopment at December 31, 2015.
(8) Held or under pre-construction at December 31, 2015.
(9) The carrying amounts of these properties under construction exclude allocated costs of the garage being constructed to support the properties.
(10) Classified as held for sale as of December 31, 2015.
F-64
The following table summarizes our changes in cost of properties for the years ended December 31, 2015, 2014 and 2013 (in thousands):
Beginning balance
Acquisitions of operating properties
Improvements and other additions
Sales
Impairments
Other dispositions
Ending balance
2015
2014
2013
$ 4,014,336
194,616
$ 3,811,950
—
$ 3,859,960
—
273,761
(172,628)
(29,548)
(121,921)
254,868
(48,466)
(3,042)
(974)
249,639
(141,045)
(45,931)
(110,673)
$ 4,158,616
$ 4,014,336
$ 3,811,950
The following table summarizes our changes in accumulated depreciation for the same time periods (in thousands):
Beginning balance
Depreciation expense
Sales
Impairments
Other dispositions
Ending balance
2015
2014
2013
$
$
703,083
112,695
(49,614)
(6,092)
(41,392)
718,680
$
$
597,649
111,326
(3,129)
(1,671)
(1,092)
703,083
$
$
568,176
92,677
(9,542)
(14,863)
(38,799)
597,649
F-65
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Corporate
I N F O R M A T I O N
Annual Meeting
The 2016 annual meeting of shareholders will be held at 9:30 a.m. Eastern Time on May 12, 2016, at Corporate
Office Properties Trust’s headquarters, located at 6711 Columbia Gateway Drive, Columbia, Maryland 21046.
Board of Trustees
Thomas F. Brady
Chairman
Robert L. Denton, Sr.
Philip L. Hawkins
Elizabeth A. Hight
David M. Jacobstein
Steven D. Kesler
C. Taylor Pickett
Richard Szafranski
Roger A. Waesche, Jr.
Executive Officers
Roger A. Waesche, Jr.
President & Chief Executive Officer
(until May 12, 2016)
Stephen E. Budorick
Executive Vice President
& Chief Operating Officer
(until May 11, 2016);
President & Chief Executive Officer
(effective May 12, 2016)
Holly G. Edington
Senior Vice President,
Human Resources
Anthony Mifsud
Executive Vice President &
Chief Financial Officer
Karen M. Singer
Senior Vice President,
General Counsel and Secretary
Investor Relations
For help with questions about the
Company, or for additional corporate
information, please contact:
Stephanie Krewson-Kelly
Vice President, Investor Relations
Corporate Office Properties Trust
6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
Telephone: 443.285.5400
Facsimile: 443.285.7640
Email: ir@copt.com
Executive Offices
6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
Telephone: 443.285.5400
Facsimile: 443.285.7650
www.COPT.com | NYSE: OFC
Front Cover:
❱ 250 West Pratt Street, Baltimore, MD
❱ 420 National Business Parkway
The National Business Park | Annapolis Junction, MD
Back Cover:
❱ 1000 Redstone Gateway
Redstone Gateway | Huntsville, AL
❱ 7880 Milestone Parkway
Arundel Preserve | Hanover, MD