COPT Defense Properties (CDP) 2008 Q4 法說會逐字稿

Welcome to the Corporate Office Properties Trust fourth-quarter and year-end 2008 earnings conference call. As a reminder, today's call is being recorded.

At this time, I will turn the call over to Mary Ellen Fowler, the Company's Vice President and Treasurer. Miss Fowler, please go ahead.

Thank you and good morning, everyone. Today, we will be discussing our fourth-quarter and 2008 annual results. With me today are Rand Griffin, our President and CEO; Roger Waesche, our COO; and Steve Riffee, our CFO.

As they review our financial results, the management team will be preferring to our quarterly supplemental information package. You can access our supplemental package as well as our press release on the Investor Relations section of our Web site at www.COPT.com. Within the supplemental package, you'll find a reconciliation of GAAP measures to non-GAAP financial measures referenced throughout this call. Also under the Investor Relations section of our Web site, you'll find a reconciliation of our 2009 annual guidance. At the conclusion of this discussion the call will be opened up for your questions.

First, I must remind all of you at the outset that certain statements made during this call regarding anticipated operating results and future events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although such statements and projections are based upon what we believe to be reasonable assumptions, actual results may differ from those projected.

These factors that could cause actual results to differ materially include, without limitation, the ability to renew our release space under favorable terms, regulatory changes, changes in the economy, the successful and timely completion of acquisitions and development projects, changes in interest rates and other risks associated with the commercial real estate business as detailed in our filings from time to time with the Securities and Exchange Commission.

Now I will turn the call over to Rand.

Thank you, Mary Ellen, and good morning, everyone. I'm pleased to report that 2008 was another successful year for COPT. We generated FFO of $2.64 per share, an 18% increase over 2007 FFO of $2.24 per share. This 18% growth includes the gains recognized from repurchasing $37.5 million par value of our exchangeable notes during the fourth quarter. Excluding the gain, our FFO for the year was $2.46 per diluted share which was 10% over 2007 at the high end of our guidance range and above consensus.

We believe that our FFO growth is among the highest in the office REIT sector and compares very favorably to FFO growth for the REIT sector overall.

With regard to total shareholder return, we ended the year at a positive 2%. This compared favorably to an average -43% for the office sector overall. We were the only office REIT with positive shareholder return and we ranked ninth for all equity REITs for total shareholder return for 2008.

We were also number one among all equity rates REITs for 10 years with a total shareholder return of 648%. This performance was a confirmation that our operational versus transactional strategy was an effective and appropriate game plan for our Company. We demonstrated that we did not need to buy and sell assets or generate fees and promotes from joint ventures to generate predictable high-quality FFO growth. In fact, many companies with that transactional model struggled throughout 2008 as the economy deteriorated and credit availability decreased.

We believe there are several keys to our performance. First, we have a fairly safe NOI stream with 56% of our NOI derived from buildings primarily leased to government defense IT and data tenants. We believe these sectors represent strong consistent growth and are less susceptible to the impact of recessionary pressures than typical office [product].

This business to government sector is the only area of the economy that seems to be growing right now. Importantly, 65% of our assets are located in the greater Washington region which is more recession-resistant and one of the few areas in the country to still have job growth.

Second, we have carefully planned our capital strategy. Our balance sheet is in good shape with very little debt maturing. We have sufficient capacity on our $600 million revolver should we need it to fund our maturing debt over the next two years; and we are currently working on securing permanent debt in the $300 million range that will provide additional capacity under our revolver.

With regard to the permanent debt financing, we are fortunate that we can create smaller debt packages to meet the smaller loan size that lenders require today. There are fewer lenders interested and less financing available for projects requiring over $100 million of debt. Also our $225 million construction revolver has sufficient capacity to fund the cost of our development which Steve will cover in more detail.

Third, we have development that is still providing growth. We are now seeing the beginning stages of BRAC; and we recently signed our first two leases related to BRAC. The election is over and the uncertainty related to defense spending is fading. We are not seeing cuts in defense spending. In fact, the government is moving ahead with the cyber initiatives that should drive an increase in defense spending.

The cyber initiative will likely be located in one of three markets and we have significant presence in each location. Roger will discuss this in detail.

We have a very tenant-focused development pipeline with 100% of our planned 2009 construction starts being government or defense IT buildings. These buildings have typically been 100% leased when they come online.

With regard to the dividends, the ultimate decision each quarter is of course the purview of the Board. However both management and the Board strongly believe that our investors expect the dividend to be paid in cash.

Given our healthy financial position and projected continued growth, we expect to continue to pay the dividend in cash just as we have every year for the past 11 years since listing on the New York Stock Exchange. The Board is not considering a change to the dividend policy. And we are not in the same position as some of the REITs that need to retain capital due to large loan maturities that cannot be refinanced or large revolving lines that may be reduced.

Turning to our guidance, we have based our guidance and forward planning on the belief that this severe recession will last until midyear 2010, with job losses accelerating this year and capital being constrained for a large part of 2009. Based on this belief, we have tweaked our FFO guidance but still project another year of continued FFO growth for 2009 with FFO per share growth in the 4 to 8% range. This projection reflects our realistic view of the year, using conservative planning with regard to lease renewals and the impact of development coming online.

And with that, I will turn the call over to Steve to discuss our results and guidance in detail.

Thanks, Rand, and good morning, everyone.

Turning to our results, diluted FFO available to common shareholders for 2008 totaled $150.4 million or $2.64 per share. These results included $10.4 million of gains on the extinguishment of debt as a result of repurchasing $37.5 million par value of our exchangeable notes.

Excluding these gains, FFO available to common shareholders for 2008 totaled $140 million or $2.46 per share which was the top of our guidance and represents a 10% increase over the $2.24 per diluted share or the $225.3 million of FFO available to common shareholders for 2007.

For the fourth quarter, diluted FFO available to common shareholders totaled $47.6 million or $0.80 per share. Excluding the gains on the extinguishment of debt, FFO available to common shareholders for the quarter was $37.3 million or $0.62 per share. The fourth quarter results include the impact of the issuance of 3.7 million shares of common stock in late September and the G&A expenses for the fourth quarter include approximately $700,000 of abandoned pursuit costs.

We reported net income available to shareholders for 2008 of $42.6 million and diluted earnings per share of $0.87 compared to $18.7 million and $0.39 per share for 2007. For the fourth quarter of 2008, net income available to common shareholders was $17.4 million; and diluted earnings per share was $0.34 compared to $5.9 million and $0.12 per share for the fourth quarter of 2007. Net income for the full year and for the fourth quarter of 2008 includes the $10.4 million of gains on the repurchase of exchangeable notes.

Next, turning to AFFO, after adjusting for capital expenditures and the straight lining of rents, our adjusted funds from operations of $111.8 million in 2008 represents an increase of 23% from the $90.8 million in 2007. Excluding the gain on the repurchasing of our exchangeable notes, the 2008 AFFO totaled $101.4 million, representing an increase of 12% over 2007.

Our diluted FFO payout ratio was 55% for 2008 and 47% for the fourth quarter. The diluted AFFO payout ratio for 2008 was 74% and 61% for the fourth quarter.

Next, looking at our same office cash NOI for 2008. For the 162 properties or 80% of the consolidated portfolio square footage, same office cash NOI increased by 4% over 2007 excluding the effect of a $2.3 million reduction in lease term fees during the year. Including the effect of the lower lease term fees, same office property cash NOI increased by 3% over 2007.

Turning to the balance sheet, at December 31st, the Company had a total market cap of $3.9 billion with $1.9 billion of debt outstanding. And that equates to a debt-to-market cap ratio of 38%. Our weighted average cost of debt for 2008 was 5.2% and that is down from 5.8% for 2007. 74% of our total debt was at fixed interest rates as of December 31st. Our coverage ratios remain strong with a full year EBITDA to interest expense covered ratio of 3.2 times and a fourth quarter interest coverage ratio of 3.7 times. The full year fixed charge coverage ratio was 2.6 times and the fourth quarter fixed charge coverage ratio was 3.1 times.

We've managed our near-term debt maturities to low levels with only $93 million of debt maturing in all of 2009 and $65 million in 2010. We also began to address the 2011 maturity by repurchasing $37.5 million of our exchangeable notes at a discount and realizing a gain of $10.4 million, net of the issuance costs while also generating a yield to [put] of nearly 17%.

Other actions that have positioned us well for 2009 include completing the renewal and the expansion of our line of credit in late 2007, and closing on the $225 million construction facility in early 2008. And that is going to fund our development pipeline.

As part of our 2009 capital plan, we are currently in the market to raise approximately $290 million to $300 million in debt through several sources. First, we plan to raise $110 million in permanent debt and currently have five lenders generating quotes for this financing at this time. Second, we are in the market for $135 million to $140 million in medium-term debt that we expect to close within the next 60 days. And, third, we are pursuing $45 million to $50 million in construction financing for our joint venture properties.

The combinations of these financings will provide the source of repayment for the $93 million of debt maturing this year and provide an additional $200 million of capacity on our $600 million revolver. And we will provide an update on the next call regarding these activities.

With regard to development funding, our $225 million construction facility, our revolver, has sufficient capacity to fund the remaining cost of the buildings currently under construction. We anticipate that we will move two well leased buildings off the construction [revolver] and as they are placed in service, they will provide sufficient capacity along with the rest of the revolver to fund the cost for all of the buildings that we plan to start in 2009.

We believe with the combination of all these transactions and our latter debt maturity schedule, we are well-capitalized and -positioned to execute our 2009 business plan without having to issue any more equity or common equity in the year.

Turning next to our 2009 guidance, as Rand mentioned, we continue to forecast and consider the uncertainties in the economy. As a result, we are widening and slightly lowering our range of guidance for 2009 to a new range of $2.48 to $2.58 per diluted share. Previously, we provided 2009 diluted FFO guidance in a range of $2.52 to $2.62 per diluted share after adjusting for the impact of the accounting change for the exchangeable notes.

This 2009 guidance should be measured against the comparable 2008 results of $2.39 per diluted share, which has been adjusted by $0.07 per share for the change in accounting for the exchangeable notes; and it also excludes the gains from repurchases of exchangeable notes in 2008. This 2009 guidance range represents an increase of 4 to 8% per FFO per diluted share in 2009 over 2008.

Our updated assumptions for our 2009 guidance are as follows. First for our same office portfolio plus the developments placed into service during 2009, we expect occupancy to end 2009 between 91.5% at low end of our range to 93% at the top end of our range of guidance. Given market uncertainties, we are conservatively projecting our retention rate for 2009 to average 65%, excluding the repositioning of the Blue Bell, Pennsylvania assets in mid 2009 and one warehouse space terminating at the very end of 2009.

Second, we estimate that the development projects opening during 2009 to contribute $3 million of NOI growth for 2009. Over 85% of this contribution is currently under lease. With the exception of one building in our Columbia Gateway Office Park, the 2009 deliveries are expected to come online in the second half of the year.

Third, same office cash NOI for the year is projected to be flat with the 2008 levels.

Fourth, lease termination fees are projected to be approximately $4 million for the year with most to be realized early in 2009.

Fifth, the range includes at the top end for a modest level of acquisitions that would be weighted towards the second half of the year assuming some attractive opportunities become available.

Sixth, gains from other than operating assets are assumed to contribute between $1 million of the low end of the range and up to $3 million at the top end of the range in 2009.

Seventh, net service income, which is primarily third party development fees, is projected to be between $4 million and $5 million for the year.

Eighth, G&A is projected to average approximately $6 million per quarter at the middle of the range of our guidance.

Ninth, we estimate that approximately 20 to 25% of our debt that is outstanding will be floating on average throughout the year.

And then finally, our guidance assumes no new equity issuance during 2009.

This is our updated look at 2009 and we expect to further refine the details as we move throughout the year. And with that I'll turn the call over to Roger.

Thanks, Steve. At year end, our wholly owned portfolio consisted of 238 properties totaling 18.5 million square feet that were 93.2% occupied and 93.7% leased. Our occupancy was flat quarter over quarter and increased 0.6% for the year.

In 2008, we renewed 78% of expiring leases at an average capital cost of $7.00 per square foot. Rental and renewals increased 15.6% on a straight line basis and 6.1% on a cash basis. Total rent for the renewed and retenanted space increased 12.4% on a straight line basis and increased 3.5% on a cash basis.

For all renewed and retenanted space, the average capital cost was $9.00 per square foot. For all of 2008, we leased a little over 3.2 million square feet of which 1.95 million was renewals; 345,000 square feet was retenanting, 300,000 square feet was first-time lease-up of previously acquired space and 642,000 square feet was development space.

For the quarter, we renewed 79% of expiring leases at an average capital cost of $10 per square foot. Rents on renewals increased 5.3% on a straight-line basis and decreased 3% on a cash basis. Total rent for renewed and retenanted space increased 4.7% on a straight-line basis and decreased 3.5% on a cash basis. For all renewed and retenanted space, the average capital cost was $11 per square foot.

The credit quality of our top 50 tenants who represent almost 70% of our revenues remained strong. We have on average 5.5 leases with these tenants with an average space size of 42,000 square the. 56% of our 2008 NOI came from buildings primarily leased to tenants in the government, defense IT and data sectors.

During 2008, we had two lease restructurings out of our 961 leases, where we reduced the space size due to extreme financial hardship. We do expect several more credit issues over the next 24 months coming outside of our top 50 tenants.

Looking at our lease expiration schedule across our portfolio for 2009, we have 13.6% of our revenues expiring, representing 2.7 million square feet. We have 18 leases maturing that are greater than 30,000 square feet each, that total 1.8 million square feet or 67% of our renewals. We have the Unisys nonrenewal space which I will address in a moment, and we have a warehouse space in Columbia that matures December 31st, that we expect to take out of service and convert to another use. Excluding these two properties, we expect our renewal rate to be about 65%.

We believe in 2009, and continuing into 2010, we will experience a higher incidence of nonrenewals, earlier renewals with space reductions, and somewhat higher capital expenditures on leasing. As we said on our last call, other than Northern Virginia, our markets do not face a severe overbuilding going into this down cycle. Rather, the challenge to our markets will come from a slightly contracting employment scenario and some industry sectors represented by our tenants.

We think our concentration in the Greater Washington region, our sizable government and defense IT base, along with only 7% of exposure in the financial services sector will limit our exposure.

We also have the advantage of having tenant improvement dollars available and the certainty that leasing commissions will be paid. This is rapidly becoming an issue in our market.

The industry we are most exposed to, federal information technology, is doing well. The outlook for contractors, well-positioned with intelligence agencies, is positive. There is continuing high demand for intelligent surveillance and reconnaissance products and services.

One of the biggest positive factors for the industry is the upcoming growth in federal cyber security spending. Between $15 billion and $30 billion is projected to be spent on cyber security over the next five years that will create many jobs. Much of the contract work will be handled by prime contractors with existing intelligence-related contracts.

We believe that the Defense Information Systems Agency, known as DISA -- which is moving to Fort Meade -- and its contractors will be a major beneficiary. We are also well-positioned in the Baltimore, Washington corridor, San Antonio and Colorado Springs to benefit from the cyber initiative.

Since our last call, we have started to see the impact of BRAC in two of our submarkets. At [NBP] we signed our first BRAC lease related to the relocation of DISA from Northern Virginia to Fort Meade. Also in Aberdeen, Maryland, we signed our first BRAC lease related to the relocation of C-4 ISR from Fort Monmouth, New Jersey to Aberdeen proving ground.

We expect to see momentum related to each of these relocations in 2009 with greater activity in 2010 and 2011. Rand will provide more detailed on these leases in the development pipeline talk.

As we mentioned on our last call, Unisys Corporation renewed one of its leases for 114,000 square feet for 10 years at our Blue Bell campus. During the quarter, we reworked that renewal to increase it to 156,000 square feet and move it from the 751 Jolly Road building to the 760 Jolly Road building. To date, between Merck and Unisys 375,000 square feet has been renewed, leaving 585,000 square feet that we will get back on June 30th. Two buildings totaling 530,000 square feet will be taken out of service and redeveloped.

Given the financial dislocation and challenging financing environment for our nearby competition, we believe we may be able to do a renovation, build to suit in this location to reduce our overall risks.

The remaining 55,000 square feet is located in the Unisys renewal building and Unisys may still lease some of the space although we are free to market it to other properties -- parties.

The NOI for the square feet not renewed or released totals approximately $6.4 million on an annualized basis. And we are projecting no retenanting until 2010 which is assumed in our 2009 guidance. We will keep you updated as we continue to make progress on these assets.

Turning to land acquisitions for the quarter, we closed on a 15-acre parcel in San Antonio which, when combined with the 71 acres we already own, supports about a 1.3 million square feet over and above two buildings totaling 250,000 square feet that we started construction on in the first quarter of this year to expand our campus.

During the quarter, there were no acquisitions of operating properties while the market has been -- seen increasing motivation on the part of some sellers to meet market pricing, there remains a significant spread between seller expectations and current underwriting on most offerings. We are, however, beginning to see more nonmarketed situations where we may have the opportunity to make investments that can achieve a favorable risk-adjusted yield on properties that are in keeping with our core portfolio.

We continue to both conserve and increase available cash so we can take advantage of what we anticipate will be a more favorable investment environment as we move through 2009.

The lack of available financing for private buyers, as well as ongoing pricing efficiencies, have made completing dispositions difficult. We are continuing to pursue opportunities to selectively dispose of noncore properties, in order to generate additional capital that we can redeploy into core assets.

Turning to our markets, with regard to the [BWI] submarket, as of December 31st within the total market of 6.9 million square feet, vacancies stood at 15.8% up from 11.5% one year ago and up from 15% in the third quarter of 2008. There is 538,000 square feet under construction which is 60% preleased. Our BWI portfolio -- totaling 4.6 million square feet and representing 67% of the BWI submarket -- was 92.2% leased at December 31st.

Turning next to the Columbia submarket in Howard County at December 31st, vacancy was 13.9%, up from 9.8% one year ago. There is only one building under construction, a COPT building and it is 100% preleased. Our properties in the Columbia submarket totaled 3.1 million square feet and are currently 95.7% leased.

Our suburban Baltimore portfolio is 85% leased, down from 87.8% at September 30th and 83% occupied. Our vacancy increased due to losing one financial services industry tenant. There is only 110,000 square feet under construction in our submarkets which total 14 million square feet, representing less than 1% of existing stock.

Within COPT's Northern Virginia submarkets, direct vacancy rate was up to 15.6% versus 13.5% in the third quarter, and up from 9.4% one year ago. Quarterly absorption was a positive 110,000 square feet. Our portfolio of 2.5 million square feet is 97.4% leased at December 31st, and currently 98% leased with a signing of the Quest lease in Herndon just two weeks ago.

Looking just at our Dulles South submarket in Northern Virginia, the direct vacancy rate ended the fourth quarter at 19.7%. Within the Dulles South submarket, there was approximately 160,000 square feet added to the market as of December 31st. Our operating portfolio of nine buildings totaling approximately 1.5 million square feet is 99% leased. Rental rates continue to drop and concessions continue to increase, due to market conditions. Our 2009 Northern Virginia renewals filled 212,000 square feet or 8% of our Northern Virginia portfolio, of which 111,000 square feet expires on December 31st.

Within the Colorado Springs submarket, office vacancies were up in the fourth quarter at 12.6% compared to 8.9% one year ago. Our properties in the Colorado Springs submarket total 1.2 million square feet and are currently 94.3% leased.

Now I'll turn the call back to Rand.

Thanks, Roger. Looking at our construction pipeline, at year end we had 10 buildings under construction for a total of 1.2 million square feet at a projected cost of $256 million that were 43% preleased. Two of these buildings have full building users.

We project our current construction pipeline will generate a 10% yield on stabilized NOI. However with construction costs decreasing 5 to 7%, we expect yields to trend up on our buildings that will start in 2009.

With regard to leasing, we have good leasing activity at our two buildings located at University Research Court at the University of Maryland. The first building is 53% leased with good activity and the second building is 100% leased.

Turning next to Colorado Springs, leasing has been a little slower than we projected for our Hybrid One and Epic buildings at Inner Quest Business Park. We believe leasing will take longer for the first multistory building in this new business park.

But then the BW Corridor, our Columbia Gateway building is 100% leased and we recently signed the first BRAC related lease at 300 MVP with The MITRE Corporation for 473,000 square feet. Leasing has been slower than we projected at our Research Park Drive location at UNBC and at our first office building in the new (inaudible) Preserve Business Park which we expect will be positively impacted by future BRAC demand.

In addition, at year end, we had under development seven buildings with close to 767,000 square feet at a projected total cost of $165 million. All but one of these buildings is expected to start during 2009 and all of the buildings are for our government or defense IT tenants. We are not starting any market demand buildings during 2009.

Subsequent to quarter end, we signed our first lease at North Gate Building A for 63,000 square feet for The MITRE Corporation. This is the first lease associated with the BRAC move to Aberdeen Proving Ground.

We want to thank all of our employees for their continued hard work and pursuit of excellence. We saw time and time again throughout the year that our dedication to outstanding service was a differentiating factor in our leasing and development success. We see this differentiation accelerating in recessionary environment, further separating us from our peers.

In summary, we are thankful for a strong 2008 performance and are working hard to ensure that this growth continues in 2009. And with that, we would be happy to address any questions that you may have.

(Operator Instructions) [Dave Rodgers] from RBC Capital Markets.

Good morning. Roger, first question for you on can you give us a little bit better color maybe on breakdown of leasing between your government business and market? I think for the second quarter we've obviously seen just weakness overall in the leasing spread. Understandable on the market side. Are you seeing any of that with the government or contractor space or is it entirely housed within the market demand side?

There's a little bit in the government and -- not the government, but in the IT, defense IT part of it and -- but most of it is coming from the general commercial segment of our portfolio.

Okay. Fair enough. Then, can you comment a little bit more on the market pressures that you saw in Northern Virginia and Baltimore where the two areas were either occupancy dipped or lease spreads were particularly weak?

For the quarter in Northern Virginia, we did have a tenant that was maturing out in 2010 and we elected to go ahead and extend that maturity for five years. And so we took the market at that time not knowing where Northern Virginia is going to be for the next 24 months. And in the case of Bulmer County, the rental spreads were fine, it's just that we did lose one financial services tenant, HSBC, which had a credit card operation which closed it and that was 50,000 square feet.

Besides that, that portfolio was very stable and we do have pretty good demand there and as I mentioned on the call, there's very little construction in our submarkets [in] suburban Baltimore.

Finally, Rand, two questions for you on development. I think the first would be you talked about costs coming down in construction. I think we noted that your development pipeline -- or the backlog I should say -- was up a bit in cost, maybe modestly 5%.

But could you address that relative to your recent comment as well as it appeared that NBP stabilizations may be now expected to be a little longer into the future and San Antonio accelerating. Can you give us a little bit of color around that? And then you are still you're confident in moving forward with those starts here in 2009?

I think to address the construction cost decrease for a moment, we are seeing that trend. I think the TI component which isn't really reflected in those numbers is continuing to also drop. So we think that that is positive. I don't know that we have seen necessarily the drop in materials. We are just in the process of bidding out the North Gate buildings that will start here shortly. And so we'll get some better color on that on the next call.

I think the increase primarily has come with our changing around of the percentage of office mix that we're going to do in the Tower View which originally, if you recall, that was going to be totally an office project. That's the warehouse that we bought and we were going to convert to 472,000 square feet of office, roughly. And we have now change that to an industrial and sort of a flex office component. And so those costs have gone up slightly there.

But the trend clearly on the development will be down. And I think that will be positive.

Then, I think on the San Antonio, you are correct. We have started the two buildings there inside. And we see San Antonio accelerating with the demand. That is one of the locations that we are hoping and it seems to be a positive recipient for the cyber initiative as that starts to get announced.

Those locations are supposed to be announced this quarter.

Thank you.

Rich Anderson from BMO Capital Markets.

Good morning, everybody. I guess I missed this. The guidance change was primarily your sort of nongovernment stuff. Is that right? That's where the focus of the shortfall relative to last quarter?

That's correct. What we do every quarter is we go space by space and try to analyze which tenants we think will renew and which won't. Which tenants we think will renew but will downsize. Until when we compiled that analysis in our entire portfolio, our conclusion was that our leasing -- lease-up of vacant space and some of the renewal projections that we initially had were taken down a little bit.

Was there any change relative to the guidance you issued in the last quarter on the interest expense line?

Yes. We've adjusted that too. So it's the NOI changes driven primarily by what Roger talked about. You may notice that the expectation because it may be the pace of leasing on one part of the development place and service is a little slower. And then on the other hand we also lowered interest expense and so we are giving you a new range of factors, updates on all of that.

Okay, so one not fully offsets the other, I guess, right?

Right.

A lot of companies today are taking impairments tied to future development in the form of land holdings. And I was wondering if -- you mentioned some 2 million square feet of land or capable of developing 13 million -- or 17 million square feet. Is there any chance that we might see from OFC some pullback in that number and to retrench in the form of impairment in the future?

No, I don't think so. You know, we have been in this business a long time and I tend to believe that you buy land when it's down. So our land is in at a very, very low -- probably 50% the current FAR cost and, secondly, it's we're active in almost all of those areas.

So I think that you just won't see the impairment. I mean, we didn't get caught into the trap of buying land at peaks and then having development stop. Our land is probably 95 to 99% adjacent to our existing developments; and all of those have continued activity on them.

So I think we are in good shape there.

You mentioned Unisys, Roger, and as an opportunity to redevelop through the buildings and you are looking for a build-to-suit opportunity. Do you have any sort of feelers out there now? Do you have a sense that you might actually be able to pull that off in this market?

We are in the market with our broker in that region, and we do have renderings, and we have some design development plans that we have that we are showing. But -- and we do have some tenant interest, but I think our thought was instead of spending a lot of money on those two buildings, they are flexible with respect to what kind of product they could be.

One of them could actually be flex product as opposed to office because it is single story. And so we wanted to let the market tell us what the product should be and, again, we thought with having money available to execute development quickly and having the shell already existing, we thought we could be -- speed to market for a potential renovation build-to-suit.

How about a redevelopment and then sell the asset. Is that on as a potential?

The Blue Bell/Philadelphia market is not a long-term core market for the Company.

Okay. And on the topic of asset sales, if you were to be able to do it all at once -- obviously you won't, -- but how -- in dollar figures, how much would you say you have left to sell to get out of all of the noncore market and assets?

We probably have $400 million of assets between New Jersey, Philadelphia and some sprinkling of assets, even in the Baltimore Washington Corridor, suburban Baltimore and over in Montgomery County.

Then, last question. You mentioned the abandoned pursuit cost in the fourth quarter number. What was that again? And do you have any expectation of more abandoned pursuit for 2009?

That's just related to a couple of projects where we had invested some money on some redevelopment in our portfolio and decided that, for the time being, we weren't going to go forward so we wrote those costs down.

What was it again?

I'm sorry?

What was the number again?

$700,000.

Okay and you don't expect any kind of returns on that at this point?

No. We've cleaned things up very much and unlike a lot of other REITs we just don't have those impairment issues. It was a very, very -- if you look at it honestly -- very clean quarter and very clean

Great. Thanks very much.

John Guinee from Stifel Nicolaus.

Steve, it looks like your taxable incomes bounced up against your dividend in 2008. How much more of the exchangeable notes can you repurchase, assuming the current market value, before you bounce up against those thresholds in 2009?

First of all, we are not in the market to do it right now. But there was room. We were watching that and managing that and what we did execute in the fourth quarter so we'll keep an eye on it. We obviously just in terms of whether we would do it or not, we'll be watching -- just all the capital and what the other opportunities are, etc.

Interesting enough, I was reading that the Senate proposal -- and I have to see what the final bill was, there is a proposal in what the Senate had sent to -- on the stimulus bill that would allow companies to defer those tax gains one or two years.

So for those people who do that, there's probably more room than you would think. And since we are not in the market right now and I just saw that maybe 24, 36 hours ago, haven't fully evaluated that.

Okay. Rand, what is going on with Fort Ritchie and Fort Detrick right now? I think you have land in both locations but I can't recall.

We do. Fort Ritchie, we -- this is the year where we will put in a new substation. We are continuing on the utility work in preparation for some of the anticipated demand there. We do have a fair amount of leasing activity, marketing activity going on. We are trying to take the existing buildings primarily and lease those up initially.

So that sort of cleanup work and positioning there. We did finish in the fall a community center that was a promise that we'd made along with [PenMar] and that has gotten good reception. We are also in the final stages of designing the residential and should be positioned in 2010 for lot sales to start to occur and have some interest from developers currently.

Fort Detrick, what's interesting in that the 2 million square foot complex that they are doing is in the process of then forcing some of the contractors off-site. There is not enough ground on-site. Some of it is environmentally contaminated.

And so as that move occurs, we are seeing some interest in Fort Ritchie as backup facilities for that. And then we do have a 1 million square foot property that is going through final entitlement and design that would be just north of the main entrance to Fort Detrick on Highway 15. And we think that that is going to be a recipient of demand in the long range.

So I think we are well positioned for that component of the BRAC.

Last question, I guess, for Rand. If you look at your preferred equity as debt, which most people do right now, you're really a little more highly levered than advertised. At the same time your stock prices held up very well and you are trading it by most people's numbers about a 7.5 implied cap rate. But that combination to me shouldn't indicate that you would rule out common equity at this kind of price range.

Can you walk through your thought process there?

I think, John, as you know, we did a $139 million equity raise in September last year. We didn't need to do it. That was sort of projected for late '09. So in a sense we've preissued equity and as Steve said in his section we do not need equity this year.

We feel very comfortable with our debt levels. If you look at the numbers that Steve is projecting as we go and get about $300 million of additional debt which we think will be in the first quarter, and a little bit in the second quarter, we have got a lot of capacity then. And we think that we don't need to raise equity.

It would take an unusual event where the acquisition opportunities accelerate or development accelerates beyond our projections for us to need to do that. So we think we're in good shape. We are very comfortable particularly when you look at the fixed charge coverages. Very healthy and don't have the maturity issues there.

So I think equity is not an issue for us this year.

Great. Thank you.

Chris Lucas from Robert W. Baird.

Good morning. I guess a follow-up on that question just as it relates to what you are seeing in the market in terms of the types of secured debt terms that are out there. What sort of coupon and either LTDs or coverage ratios are you seeing for the stuff that you are potentially financing?

To be honest with you, anticipating that question, we are in the market. We are pretty confident that we are going to get done a lot of what I just talked about that we are in discussions. But we've decided that it's probably inappropriate for us to talk about the firms right now until we close the deal. We will give more color once we close those deals and I think you'll get more of an update on our next earnings call on that.

Steve, at least in terms of terms do you have a sense as to how you are thinking about pricing between sort of it being a five- to 10-year programs?

We are looking at -- when I said the medium term, that's more with the bank groups who have a sense for the pricing on that and we are looking at longer terms. And we're looking seven, 10 years and just making sure that we understand what's out there.

We've talked to a lot of people and are in discussions with five right now on pricing and on terms. And it just would be inappropriate for me to be discussing that while we are in the middle of those discussions, I think.

Okay. Then Rand, just broadly, how are you seeing the development yields on the projects that you've got in place today underway versus the stuff that is sort of on the drawing board? Have do you see those trending out?

Yes. As I said in the script, we are [rated] around the 10 unleveraged yields upon stabilization, finishing the buildings up. And we do think that that will move up with the reduction in the cost. I don't think we need to necessarily have pricing power increase on our rental rates to still get that moving up towards the 11, which is our goal this year for the 11 unleveraged yields.

Okay then a quick one --.

Positive trends.

A quick point of verification. On the abandoned pursuit cost, was that the projects in Frederick and Whitemarsh?

It had to do with some other redevelopment or existing portfolio at the airport and one other place.

So on the projects that dropped off the development schedule at Frederick and then Whitemarsh, what's the status of those? What moves them on or off the schedule, I guess?

I think we -- on the Thomas Johnson Drive in Frederick, we are still working through permitting and water issues; and now, because of the delays on that, the storm water or some redesign issues. So when we looked at it, it just fell off of the year start.

We are still actively pursuing the project, but just don't think that it is going to get to a point of within the year being able to start. I think in the situation in Whitemarsh we have a building ready to go there. Have some interest from tenants, but I think that we just would like to hold off of that for now until we ascertain the strength of the demand.

So as we said, 100% of what we're starting this year is projected to be purely government and defense contractors. I think that is a pretty unique situation. I don't think that hardly anyone else in the country has that kind of built in demand in their portfolio.

And my last question, Steve, just on the quarter in terms of like a bad debt expense number, how did that trend? Sequentially?

Less than $200,000. Our bad debt expense for the total year was like $1.2 million for 2008. I mean that -- with the economy worsening on the nongovernment defense IT area, it will probably be higher next year and that is what we are assuming in our own analysis, but it was very low.

Great. Thanks a lot.

Michael Knott from Green Street Advisors.

Good morning. Question is, can you comment on the types of acquisitions you may consider in the context of comments on fire calls that, longer term, you are trying to increase the percentage of government and defense IT tenancy so any deals you might consider would it be Knottingham-like potentially? Or would it be more focused on the core defense segments?

I guess, Michael, two years ago when we looked out at the world we thought we were going to have trouble ever acquiring a government or defense IT played projects. So we thought we are going to have to develop our way in to getting to the percentages of our core, non-core. Like, given what's going on in the financing environment that the levered buyer has gone away, we are now seeing ourselves with the possibility of being able to invest on an acquisition basis around the government and government IT of sector tenant buildings.

So that, all of a sudden, is now a real possibility for the Company. So the answer to your question is, we are not anticipating going out and buying a big portfolio of non-core assets to grow the Company.

I would presume that maybe yields on that type of product have increased pretty significantly, but what would that suggest about the value today of say, NBP, or some of your other similar types of assets? I know Rand before you had said that you had received bids for those types of assets at pretty good pricing.

How do you feel about those types of assets today and that type of credit?

I think NBP is sort of an island to itself. It does have some significant barriers to entry. But in general, we are talking about projects where the customers in those buildings have invested a lot of money and so they are not commodity products and they are specialized and we do view them as having some barriers to entry as opposed to being standard suburban office property.

And I think, again, when you start to imply that because you can buy something at a decent cap rate that is what your company is worth, I think what we have been waiting for and positioning ourselves for, Michael, is to really -- and have the cash available -- is to take advantage of the stress situations. We have always as a company made a lot of money in recessions. This is a severe one and we haven't yet seen the sellers get to the point of distress, but it is coming. And we will take advantage of that and I think be able to get certainly above market yields and above what we think our properties would sell for if we chose to do so.

Any guess on what the cap rate today would be on, say, some of the new development projects where you are earning a 10 or maybe going to 11 later this year for new projects? Where have those cap rates gone to? If you can build to a 10 or an 11 what could you sell those for today, do you think? Very hypothetical question, but --.

No, I don't think we would go there because I just don't think we have an interest in selling. So that is very hypothetical and we will let someone else in another company who does do the selling and who depends on that, we will let them be the gauge of that.

But we don't develop to sell. We are developing to hold. And I think as we do that and our parks get larger and more critical mass there, they just get more and more valuable. So that's the strategy.

Then, last question. Any comment on status of data center activity either in your development pipeline? Or just more generally, any comments on tenant interest in developing that type of product with you?

We are continuing to study that. We are thankful that we don't have to finance the $1200 to $1500 a foot that those facilities require. That is not our model. And those that are doing that have, of course, struggled a little. I think the lenders are a little uncomfortable with those and the percentage of debt you can put on those is difficult.

So we are continuing to do some data. It is for specific tenants and continuing to increase our 1.5 million square feet. We are looking in the marketplace for other opportunities. They are hard to finance. The pricing is becoming more attractive and we will just have to see how that unfolds during the year.

Thank you.

Ian Weissman from Bank of America.

Good morning. Rand, I think you said earlier in your comments talking about defense budgets not being cut back. There has certainly been a lot of recent press about the financial stimulus package draining funds away from other agencies, including defense. And I think there is a new budget coming out in April.

Can you just maybe reconcile your comments with concern about obviously the escalating deficit of the US government, number one? And number two, do you think that these budget concerns could maybe not eliminate but delay the deployment of BRAC?

Let me take the second question first. Absolutely not on the deployment of BRAC. I mean, the buildings are under construction. If you go out to each of the BRAC locations, the cranes are there. They are on schedule. The move schedules have been publicized. We know in the BRAC locations in Maryland that in Aberdeen the first 1000 people moved in December. The second group moves with the general in July of 2010. And then the rest of the moves will occur through to September of 2011.

Pretty similar schedule in Fort Meade. And then on top of those, you start to see the potential impact of the cyber initiative, which the Obama administration has stated is a very critical point. And recently Secretary of Defense Gates was quoted and it's been in Congressional testimony of $15 billion to $30 billion of new money going in for the cyber initiatives.

So the cuts, if there are any -- and to date, there haven't been. The Defense Secretary said that if he targets cuts it's in the high dollar development programs which are weapons programs. We don't deal with that. The tenants that we have are supporting a different -- the intelligence and they are supporting communications and interdiction of information is on and that budget has not been cut. That continues to increase as it has for the last 12 straight years and we don't think that is at risk at all.

So, yes, again -- we always remind people that we are in a different segment. We're not in the weapons segment which does have some ups and downs and cycles.

Okay, and finally maybe this is a question for Roger. If you look at your roles over the next two years, I think it's maybe 30% of your portfolio. Have you broken out what percentage of that role is government versus just traditional office?

It's actually if you except out Unisys, it's pretty consistent with our overall 56% being government IT. So actually it took -- with that, with Unisys in, it's down to about 50% if you except out Unisys it's actually a little higher. So we feel pretty good about that role.

Sorry if I missed this because I jumped on late, but if you look at your '09 roles. how much of that has been accounting for in terms of leasing at this point?

The first quarter is very light. We have under 200,000 square feet maturing. And right now, we will probably be over 70% renewals in the first quarter. The difficulty starts to becoming in the second and third quarters, the second quarter is the Unisys nonrenewal of 585,000 square feet. And then at the end of the year, we have this warehouse building for 240,000 square feet that matures.

Other than that, we feel pretty confident that we will be in the 65% renewal range for the rest of that portfolio for 2009.

Okay. Thank you very much.

This concludes the question-and-answer session for today's call. I would now like to turn the call back over to Mr. Griffin for closing remarks.

Thank you again for joining us today, and we hope that 2009 is a good one for everyone. As always, we appreciate your participation and support and Roger, Steve, Mary Ellen and I are available to answer any questions offline that you might have.

So thank you and have a great day, everyone.

Thank you for your participation today in the Corporate Office Properties Trust fourth-quarter and year-end 2008 earnings conference call. This concludes the presentation. You may now disconnect. Good day.