COPT Defense Properties (CDP) 2015 Q4 法說會逐字稿

Welcome to the Corporate Office Properties Trust fourth-quarter and year-end 2015 earnings conference call.

As a reminder, today's call is being recorded.

At this time I will turn the call over to Stephanie Krewson-Kelly, COPT's Vice President of Investor Relations.

Ms. Krewson-Kelly, please go ahead.

Thank you, Ashley.

Good afternoon and welcome to the COPT's conference call to discuss the company's fourth-quarter and full-year results for 2015.

With me today are Roger Waesche, President and CEO, Steve Budorick, Executive Vice President and COO, Wayne Lingafelter, EVP of Development and Construction, and Anthony Mifsud, EVP and CFO.

In addition to our supplemental package and press release related to fourth quarter results, please note we have posted a flip book titled 4Q and Full Year 2015 results to our website, that accompanies management's remarks this morning.

Please also note we have changed our segment presentation to provide a better line of sight on our Defense IT franchise.

Accordingly we now refer to our Strategic Tenant niche as our Defense IT locations.

As management discusses GAAP and non-GAAP measures, you will find a reconciliation of such financial measures in the press release issued earlier this morning, and in the investor section of our website.

At the conclusion of management's remarks the call will be opened up for your questions.

We remind you that statements made during this call may be forward-looking statements within the meaning of the safe harbor of the Private Securities Litigation Reform Act of 1995, and that actual results may differ materially due to a variety of risks, uncertainties, and other factors.

Please refer to today's press release and our SEC filings for a detailed discussion of forward-looking statements.

With that I will now turn the call over to Roger.

Thank you, Stephanie, and good afternoon, everyone.

Before I discuss our fourth quarter and full year 2015 results, I'd like to discuss our planned CEO transition.

Succession planning is a critical part of our business and something that the board and I spend a lot of time on.

As you saw in this morning's press release, I will be stepping down as COPT's President and CEO after our annual meeting in May, and will be succeeded by Stephen Budorick, who currently serves as our EVP and COO.

I will complete my current term on the board, which expires in May, and at that time, the board intends to appoint Steve in my place.

As you know from these calls and our meetings, Steve has a deep understanding of our Business and a keen ability to anticipate shifting industry trends in the increasingly complex needs of our tenants.

He is widely respected across the industry, with our customers, and within the Company.

Steve is a proven leader with a track record of operational success.

Since Steve joined COPT in 2011, I have had the pleasure of partnering closely with him as we developed and executed our focused strategy.

Steve has been instrumental in repositioning our portfolio to upgrade its quality and increase capital allocation to our Defense IT locations.

Steve has the right vision, and I'm extremely confident that he is the ideal person to lead COPT into the future.

Let me turn now to our financial results.

We'll focus this call on our strategic framework, the strong results we achieved in the fourth quarter, and the resulting momentum with which we enter 2016.

We will also update you on the status of our asset sales, which are a key component of our 2016 plan to further refine our portfolio and strengthen our balance sheet.

As Slides 4-8 summarize, our strategic approach to maximizing shareholder value involves allocating capital primarily to our Defense IT properties, that serve critical missions involved in assuring national security.

These locations have been, are, and always will be our bread and butter, which is why we have increased their concentration in our core portfolio, from 59% of annualized revenues in 2010 to 84% today.

Over 90% of our 2016 development spend will be allocated to growing our Defense IT franchise.

Slide 10 summarizes our results for the fourth quarter and full year.

We met guidance to an FFO per share, same office NOI growth, occupancy increases, and our balance sheet objectives.

We exceeded guidance on several important operating metrics.

In the fourth quarter, we renewed 90% of expiring leases, bringing tenant retention for the full year to 71%.

In the quarter, GAAP rents rolled up 14%, and cash rents rolled down less than 1%, and contained average cash rent escalations of 2.8% per year.

Also in the quarter, same office NOI grew 2.5%, demonstrating the improving demand and leasing trends in our markets.

The 2016 business plan, which we first discussed in December, is very simple and has three parts: deliver same office cash NOI growth of 3% or more, grow externally through low risk development, and sell at least $400 million of lower growth assets in order to fund development and achieve our balance sheet goals.

And on that note let me hand the call to Steve.

Thank you, Roger.

Let me begin by saying that I am honored that the board has selected me as COPT's next leader.

We have the right strategy in place and I look forward to working with our talented team to continue executing our well-defined plan to create lasting value for shareholders and tenants.

I also want to thank Roger for his leadership and his tireless commitment to our Company over the last 30 years.

We will work closely over the next few months to ensure a seamless transition, and we remain 100% focused on our business plan and serving our tenants.

With that, I'd like to echo some of Roger's comments about our strategy.

We allocate capital first and foremost to our Defense IT locations, summarized on Slide 6, in order to strengthen our position as the pre-eminent provider of real estate to high-tech defense segments of the US government.

Since 2011, the vast majority of the $925 million we have invested has gone to growing our Defense IT locations.

We also allocate capital very selectively to high growth regional office assets in urban and in fill locations where we are confident we can grow cash NOI.

In 2015, we opportunistically acquired two strong regional office properties to enhance the segments' durability.

With that achievement, we have no plans to acquire any properties in 2016.

Instead, all of our resources are focused on maximizing cash flow from our existing portfolio, pursuing NAV enhancing developments primarily at our Defense IT locations, and recycling capital through asset sales to fund development and further strengthen our balance sheet.

Although our Defense IT portfolio is very different than our urban focused regional office properties, both segments benefit from scarcity of land that keeps competing supply in check.

Furthermore, tenants need to be at our locations either to support a critical government mission, or because our locations give them hiring and employee retention advantages.

Let me provide an update on our leasing activity, which is rebounding.

We are encouraged by the fourth quarter activity, which included stronger tenant retention rates, improving rental rate spreads, and longer lease terms.

Behind these stats is the increased demand for new efficient space from contractors who are returning to a more normalized business environment.

Contractor demand stabilized two years ago with a bipartisan budget agreement of 2013, which provided two years of defense spending clarity.

Demand has accelerated since the Budget Act of 2015, which increased the DoD's budget and added two more years of fiscal clarity.

Leasing success at our five challenged buildings, shown on Slide 11, illustrates how we are converting renewed contractor demand into new leases.

As you can see, the five buildings we're leasing was adversely impacted by the defense contractor reset, are now down to three.

We restabilized 310 The Bridge Street in the fourth quarter, and currently are finalizing a lease that will stabilize 3120 Fairview Park.

We executed 63,000 square feet of leases at the former aerospace building in Westfields, taking that property from 0% leased at the beginning of the fourth quarter, to 43% leased at the end of the quarter.

Regarding existing tenants, Slide 12 and 13 demonstrate how little risk there is in our lease expiration schedule for the next several years.

Of the six largest leases rolling between now and the end of 2017, we expect a 91% to 100% renewal rate.

Overall in 2016, we forecast retaining 65% to 70% of the leases that are scheduled to expire.

Moving on to our development business beginning with Slide 14.

Last year, we placed over a million square feet of new developments into service that are 97% leased.

We also executed a lease on 150,000 square foot build-to-suit project right after the holidays.

Regarding the development projects intended for two separate government customers, recent conversations lead us to expect lease execution at 310, NBP 310, and NoVA B before year-end.

These customers are entering into very long term commitments to the buildings and co-investment in those campuses.

We believe that locking in that level of certainty and opportunity with customers conducting vital missions to safeguard our country is well worth the wait.

These buildings are on established secured campuses.

The customers need the space, and both are processing the necessary funding requests.

Slide 17 summarizes our shadow development pipeline, and illustrates the strong demand we are pursuing across our strategic locations.

Most of the demand revolves around the National Business Park, Redstone Gateway, and Northern Virginia.

We also are pursuing opportunities to pre-lease the final redevelopment building at Arborcrest, which will give us optionality to harvest value from that park in the future.

Given the size of our shadow development pipeline, 2016 is likely to be another strong year for development leasing.

Let me conclude with an update on our disposition activity.

Our 2016 plan calls for selling between $400 million and $425 million of operating properties.

We are either under contract or letter of intent to sell $175 million before the end of the second quarter, and so far, valuations are meeting our cap rate expectations of 7% to 8.5%, and we are pleased with the volume and credibility of the buyer pools.

Lastly, our 2016 plan also includes selling $40 million of non-strategic land.

We closed on $4 million of land sales earlier this month, and have another $20 million under contract or LOI.

In short, we are on track to achieve the disposition volume in our 2016 plan.

And with that I'll turn the call over to Anthony.

Thanks, Steve.

We had another solid quarter as summarized on Slide 10, with diluted FFO per share as adjusted for comparability of $0.52 in the quarter and $2.01 for the year, both in line with the mid points of our guidance.

Same office occupancy and overall portfolio stats were in line or exceeded guidance.

Dispositions in 2015 are summarized on Slide 18.

With proceeds from asset sales and the resolution of the Washington Tech Park CMBS loan, we strengthened our balance sheet and credit metrics.

At year-end, our debt to EBITDA was 6.5 times.

As the EBITDA from development projects flows into service during the year, and as we pay down debt with asset sales, by year-end we expect to improve our debt to EBITDA to 6.1 times, and our debt to adjusted book ratio to 39%.

If you turn to Slide 20, you'll see our debt maturity schedule, on which I'd like to highlight three things.

First, in 2015, we continued to lock in attractive long term rates.

As a result, our weighted average debt maturity was 6.1 years.

Second the interest rates on over 90% of our debt are fixed.

Third, we have already funded our 2016 debt maturities and therefore, have no debt maturity risk until 2019.

This is an important differentiator for our Company, so let me give you a little more detail.

In 2016, we have $40 million of joint venture level debt that matures in May.

We are in the process of refinancing it with a new secured loan and expect to have that completed in April.

We also have a $162 million loan maturing that is prepayable at par on July 1, and bears interest at 7.25%.

We have already substantially refinanced this loan.

Recall that in December, we entered into a $250-million seven-year term loan with a delayed draw feature.

We swapped the interest rate through maturity to a fixed rate of 3.7%.

At closing, we drew proceeds to retire a $100 million term loan that was due to mature in 2016.

We will draw the remaining $150 million to retire the $162 million secured loan later this year.

As Slide 20 demonstrates, we have no debt balloon maturities and therefore, no debt maturity risk in either 2017 or 2018, and only a modest amount maturing in 2019.

Slide 21 summarizes our 2016 guidance.

Our forecasted diluted FFO per share as adjusted for comparability for the first quarter is expected to be between $0.46 and $0.48.

For the full year, we are reiterating our prior guidance of $1.95 to $2.05.

Although the mid point of our full year guidance for FFO per share is essentially flat versus 2015 results, we continue to forecast AFFO growth in excess of 4%.

To get from the $0.52 we reported in the fourth quarter of last year to the $0.47 mid point of our first quarter 2016 guidance, subtract $0.03 to account for the sale of properties in the fourth quarter of 2015 and the first quarter of 2016, and adjust $0.02 for net operating expenses related to snow removal and higher winter utility consumption.

With that, I'll turn the call back to Steve.

Thank you, Anthony.

I want to take this moment to address two misperceptions about COPT's business that have been circulating since last fall.

The first misperception is that our portfolio faces exposure to GSA efficiency efforts.

Our US government customers do not use the GSA as their procurement agent, therefore we have almost no GSA space on our portfolio.

We have 3.8 million square feet leased to the US government today, all of which is densely populated by the tenants.

Of this amount, only 93,000 square feet are leased with the GSA.

Additionally, the GSA's mandate to densify and reduce space usage is focused on its largest market, the national capital region.

I say national capital region and not the BW Corridor, because there's an important distinction between the two.

Namely, the national capital region excludes Howard and Anne Arundel counties.

These two counties comprise the BW Corridor, where 50% of our buildings and a super majority of our government portfolio are located.

Because the GSA's existing concentration of space is not in our markets, their downsizing will not affect our market conditions.

To summarize, we don't have demand risk because we have only 93,000 square feet leased with the GSA, and we also don't have supply risk because our buildings are not located in submarkets where the GSA is highly concentrated and looking to downsize.

The second misperception is that the operational organizations at Fort Meade are constructing new facilities to house contractors and consolidate government workers, and that this new supply will somehow compete with the National Business Park.

This hypothesis is flawed in several ways, because the reality is that the National Business Park will grow as the Fort's missions expand, a fact that is demonstrated most recently by the 50% pre-lease we executed in December at our next contractor building.

To give you some perspective, Fort Meade today houses approximately 54,000 workers.

It is the nation's preeminent high-tech defense installation and home to US Cyber Command.

However, the last building constructed for the primary customer at the Fort was delivered in 1986, and the average age of the customer's on-base facilities is between 40 and 50 years old.

We estimate that 3.5 million to 4.5 million square feet of their buildings are obsolete, and do not meet the necessary force protection and technology criteria their missions demand.

The customer has determined that it will be more cost effective to replace many of these facilities with new construction.

We've been working with the operational organizations at Fort Meade for over 20 years.

Our government services team, which is appropriately credentialed, continually interacts with these organizations to address their real estate needs, because they consider COPT part of their long term real estate solution.

This knowledge drives our long term capital allocation decisions.

And with that background in mind, let me walk you through a few important points we are permitted to share.

First, in 2013 a 10-year multi phase development plan began in an area of Fort Meade called the East Campus.

This program has two objectives: to build new space for new missions, and to build new space to replace some of the operational organizations' aging facilities.

The plan calls for approximately 2 million square feet of construction to house about 6,000 new and existing workers.

Three buildings, totaling 990,000 square feet, are authorized, funded, and under construction.

The three buildings which we'll refer to as buildings A, B, and C are as follows: Building A is a 600,000 square foot high performance computing center, which presumably will house very few workers, since only 40 parking spaces are programmed.

Building B is a 242,000 square foot US Cyber Command headquarters building that will house approximately 1,400 workers, a new facility for this new four-star command.

Building C is 148,000 square foot building, the first replacement facility in the plan, which will provide new space for approximately 740 employees.

Buildings A, B, and C have a maximum capacity of approximately 2,200 seats.

The fourth project, Building D, will contain 148,000 square feet to accommodate 360 seats for Marine Force Cyber.

Building D is authorized and funded, but not yet under construction.

Delivery is scheduled for 2018.

A fifth development, Building E, is another replacement facility.

It has congressional authorization, and is expected to be funded incrementally through 2019.

When it's delivered, Building E will provide approximately 825,000 square feet to relocate approximately 3,000 personnel currently working on Fort Meade.

Combined, Buildings A through E will total 2 million square feet, that will house approximately 5,600 seats, and will consume about 90% of the East Campus' development capacity.

There simply is not enough room on base to accommodate the operational organizations' growth, much less the space required to relocate 2.5 million square feet of existing contractor space from the NBP.

Given the capacity constraints of the base, and the long term plan to hire several thousand new cyber workers, the operational organizations' only solution and indeed, their stated strategy, is to partner with trusted landlords who have the expertise and development capacity at the right locations to accommodate future requirements.

Since we signed our first lease with the government back in 1992, we have proven to be a reliable, cost effective provider of real estate solutions for customers at Fort Meade and in the surrounding secure locations.

This brings us to a second point on this topic, which is that the operational organizations at Fort Meade have a diversification strategy for real estate.

These customers operate out of multiple secure campus locations, regionally, nationally, and internationally.

Their over arching space strategy states, and I quote, "insuring their employees are placed in protected campus environments, which includes both lease campuses and government owned properties."

The reason they diversify locations is because concentration or centralization of workers and technology are risk to mission assurance and safety.

They will never locate all operations on a single site.

Here again is where the NBP and other secure locations we own and develop for them come into play.

Our real estate is among the best the customer has access to and the best value.

We develop and own new modern facilities in secure campuses, our locations have redundant utility feeds, and other attractive work environments.

Lastly, the customer invests heavily in our campuses because these buildings are and will remain a critical part of its long term real estate solution.

These facts are the foundation of our conviction that there is no truth to the idea that the government or contractors plan to abandon or marginalize their space needs at the National Business Park.

Quite the opposite, the missions at the Fort are only beginning to address the magnitude and complexity of the country's long term cyber threats, which is why these missions expect to increase their cyber workforce from an initial target of about 6,000 to what is now estimated to be 14,000 cyber workers in the future.

The NBP and our entire BW Corridor segments are well positioned to continue benefiting from the growth of missions stationed at Fort Meade.

And with that, let me hand the call back to Roger.

Thank you, Steve.

Remember this thought: the attacks of 9/11 revealed the insufficiency of our intelligence resources and fueled the rapid growth of our intelligence community.

The need for more and better intelligence is greater today than it was back in 2001, so it is foolish to believe the industry that supports these efforts will not continue to grow.

The advent of cyber crime compounds the need for increased intelligence, analysis, technology, and organization.

We are very confident that our real estate investments are well positioned to serve the inevitable expansion of the operational organizations at Fort Meade, and elsewhere in the future as they have in the past.

In conclusion, 2016 marks the end of a five-year transformation that has changed our company into a highly focused productive portfolio of mission critical locations, backed by an investment grade balance sheet.

After this year our story will be even simpler: continue to strengthen our balance sheet, and grow it by maximizing existing operations, and through low risk development, primarily at our Defense IT locations.

With that, Operator, please open up the call for questions.

Thank you, Mr. Waesche.

(Operator Instructions)

Craig Mailman of KeyBanc Capital Markets.

Hi guys, just want to start by congratulating Steve and thanking Roger for all your help over the years and just want to wish you well.

With that said, just curious a little bit about the process here, the decision with the succession planning and the timing and any changes to potential strategy here.

Well, I'll talk about the process and then Steve can talk about changes in strategy.

Steve had been designated successor as CEO for some time.

Steve was evaluated regularly, both externally and internally, and he was determined to be ready now, and by externally, I mean he was evaluated by a major search and consulting firm.

The foundational work that needed to get done over the last five years is now done.

The portfolio's been repositioned.

We've sold more than a third of the portfolio, and we've focused the company on niche development.

We've done about 4.8 million square feet during that time.

The balance sheet has been deleveraged, and we've achieved investment grade ratings.

And then most importantly, the government contractor business model and space reset has been weathered, and now is in a position to start to grow again.

So the board felt that the timing was optimal to have CEO transition, and Steve is absolutely the right leader for the next stage of the company's growth.

In terms of strategy, I'll let Steve talk.

Sure.

Craig, there'll be no change in our strategy.

Roger and I have worked in harmony for the last four years to get our portfolio where we wanted it, and to have development opportunities at multiple locations.

We're going to continue to invest in those Defense IT locations to create value and focus, and keep our business focused on our niche.

Okay.

And should we be expecting a charge in the second quarter related to the succession?

Craig, this is Anthony.

There will be a charge that we will take in the first quarter that we outlined in our earnings reconciliation.

That's about $0.03 a share.

And then, Steve, your comments are helpful here on Fort Meade.

Just curious, can defense contractors sign leases in military construction?

No, they can't.

There are times when the military is short of personnel, and they hire contract employers from a contractor to co-locate in those buildings with them.

Think of it as more like temporary labor.

They do not lease space in the government buildings.

Okay, that's helpful, I will yield the floor, thanks.

Manny Korchman of Citi.

Hi guys, good morning.

Steve, maybe the next part of the succession planning, the COO search, was that sort of put on hold until this announcement was made publicly, or if not, what type of candidates are you looking for?

Is it somebody with more of the consulting or defense background or a real estate person?

We commenced the search last week after the Board meeting, and what I plan to look for is a value creator with real estate background who can continue the work that I've been conducting for the last four years, and be a teammate that's very complementary.

Great.

And then just switching to development for a second.

In terms of just timeline, for those of us that aren't as familiar with the way that you handle, whether it be RFPs or just conversations with these tenants that are more subject to contracts, how much lead time do they have, and how much lead time do they give you, so if you're in conversations today, is it for development that's going to start in six months, nine months, 18 months, five years, sort of how do they think about timeline?

Well, it all depends on the contract, I hate to be big but we're working with two right now that expect to win a contract in the next 12 months, that could require somewhere between 80,000 to 100,000 square feet each.

There are others that we're working with on a build-to-suit that, from contract award to needing the space, it would be only six months.

But they've been pursuing that contract for over a year and a half.

That's helpful.

Thanks, guys.

Jamie Feldman of Bank of America.

Great, thank you.

Just to echo your congratulations, Steve, and Roger, it's been a pleasure to work with you and best of luck in the future.

So I guess, Steve, I think you went pretty quickly through some of the leases you are close to signing on the development?

Can you run through those again?

I just want to make sure I've got them all, and I have some other follow-up questions on the pipeline.

Sure.

The only leases I referred to in the document were NBP 310 and NoVA B, which are the two government leases, two government buildings that we expect to get leased this year.

With regard to the pipeline, we have that on Page 14.

That includes activity at Redstone Gateway, in the NoVA portfolio, and then the National Business Park, as well as Arborcrest where we have building demand for the next redevelopment.

Okay, so I guess I'm looking at Page 24 of the supplemental.

Are you saying like 310 will be, maybe just refer to the supplemental because you have all of the percentages there.

All right so let me go through the supplemental.

I'm there.

310 we expect to get leased this year.

100%?

100%.

NoVA B we expect to get leased this year.

It could be leased in two phases.

2100 Redstone Gateway is a retail building, we have 58% of it preleased.

I don't expect additional activity till the building's completed.

And then 540 National Business Parkway, we signed 49% prelease, we have two users looking for 80,000 to100,000 square feet at the NBP, that would fill that building out and then flow into 400 series.

With regard to the redevelopment buildings, 6708 Alexander Bell Drive, we held off for a full building user.

That deal did not materialize, and we're working on leasing about half that to two tenants right now.

7134 Columbia Gateway, we really just started the construction in December.

We have about a 20% lease out for execution, and good demand behind it.

That's being very well received.

And then Airport Square 13, 1201 Winterson, we are working with two separate full building users for that building.

And then the last item on the list is Airport Square 5, the retail building, John's working with multiple retailers to take the remaining 6,000 square feet.

Okay, that's very helpful.

And then you announced in the first quarter it looks like a data center deal.

Can you talk about how the pace of leasing in data centers, and over time how much of your portfolio you'd be comfortable having in data centers?

Well, the pace has been pretty rapid since 2012 when we landed our first deal.

We expect a couple more leases in 2016, and then that activity would flow into 2017 as well.

And we're comfortable with the level we have now in our development pipeline, but some time down the road as we look at the fraction of the revenue that comes from that segment, we'll have to make some prudent decisions about how much we want to continue to own, or if we want to potentially JV some of that tenant risk off with a good capital partner.

Okay.

And then finally I guess for Anthony, so you said 175 of sales, either under contract or LOI by the end of the second quarter, looks like that leaves 250 or so.

Can you talk about the demand for those assets, and any change in, I mean we've certainly seen credit spreads widen here, and it sounds like secondary market interest is slowing down, so can you talk about that remaining chunk and how confident you guys are in getting that done?

We have very high confidence.

We're going to put out more to the market, in total what we're introducing to the market this quarter and next quarter is about $600 million.

Many of the projects, we're getting very positive feedback from the brokerage community about interest in the assets, and we've been pleased with the level of the buyer interest in literally all the projects that we're seeking to sell.

So we've got a very high confidence level right now.

Can you characterize those assets?

Prefer not to, but we're seeking to improve the overall quality of our portfolio, so we're looking at things that are lower on the growth profile, or that could simplify our story further.

Okay.

And then one final question.

It looks like your TIs gapped up in the fourth quarter, but we're still in line with last year's overall for the year.

Can you talk about your CapEx outlook for this year, and maybe what you're thinking in terms of AFFO coverage?

Well let me address the fourth quarter.

It popped up a little bit, that was driven by the high volume of leasing in Northern Virginia, where we did 63,000 square feet in the aerospace building, and those are generally 10 year leases, so the TIs are in the $70 range.

And we're expecting our AFFO coverage to be in the 70% to 75% range for 2016 for the full year.

Okay, great, thank you and good luck with everything.

Brendan Maiorana of Wells Fargo.

Thanks.

Good afternoon.

Congratulations both Roger and Steve.

First question for Anthony.

So starting the $0.47 mid point of FFO guidance for Q1, let's add back $0.02 for the snow which isn't going to continue in the future quarters, that's $0.49.

You've got the additional sales that are going to happen throughout the year.

That seems like those would mostly offset the increased NOI from development, and then just your natural NOI growth as you ramp occupancy during the year, but your guidance suggests that your FFO run rate as you get to the latter part of the year is going to be much higher than that adjusted $0.49 number for Q1.

So what else kind of drives it higher as we progress throughout the year?

It's not going to really drive it much higher than that.

Our mid point of our guidance is $2 a share, so you get to the $0.49 and the net impact of the sales, which will as you're -- correctly pointed out, will offset the NOI coming in from the development assets coming online.

We maintain that $0.49 to $0.51 each quarter for the year because of those changes in the portfolio throughout the year, so the $0.49 doesn't really trigger a much higher run rate in the future to get to our mid point.

Our range is really the product of the timing expectations around the dispositions, if we sell sooner it will be lower than the $2, if we sell later it will be higher.

Okay, that's helpful.

And then I wanted to understand kind of the capital plan a little bit more, so you've got the $150 million term loan take down to pay off that maturity in July, or substantially all of that maturity in July, but then your capital plan also has about $200 million more in terms of disposition proceeds relative to development spending, and your credit facility balance is pretty low today, so what do you sort of use the extra $200 million in terms of proceeds for, what else is there to pay off that's on the balance sheet today, or do you just kind of hold cash by the end of the year?

It's a combination of holding cash, and we also have a term loan that comes due in 2019, that is, on a relative basis to the other pieces of debt that we have in the portfolio, is one of the more expensive from a spread standpoint, so we might be looking to pay that off early.

But the number is a little in excess of $200 million, some of it would go to repay debt, some of it would be to have cash on the balance sheet, but that gets us to our net debt to EBITDA that we're projecting of 6.1 times by the end of the year.

Okay, that's helpful.

And then last one, probably for Stephen Budorick.

So you really did a nice job laying out the long term growth drivers at NBP.

It was very helpful, so you've got over 200 acres of land that's there, I think you can do close to 2 million square feet of development.

Based on kind of the drivers that are in place today, do you think development at NBP accelerates from where it's been over the past couple of years, do you think it's in line with that, or is it possible it could be lower than what you guys have done over the past couple of years?

Well, the activity around the NBP improved dramatically in the fourth quarter.

We did a lot of leasing there.

Bill has literally five vacant suites totaling 104,000 square feet, and he's got 69,000 square feet of prospects working against that.

And then we have the balance of 540 where we have two tenants working for that, and then we're anticipating a continued steady ramp up, as Cyber Command has stood up and that mission expands.

So it's improved, and I think it will return to what it was in 2013 and 2014 this year, and it could accelerate.

Does that give you kind of maybe like somewhere between 5 and 10 years of sort of land inventory there, depending on pace?

Yes, that's about right.

Brendan, we can come back and densify also in the earlier phases of NBP if we need to.

Oh okay, got it, all right, thanks, thanks, guys.

Tom Catherwood of Cowen and Company.

Thank you, good afternoon.

A question, I guess for Roger and Steve.

Let's take a look at the President's 2017 budget, it includes significant uptick in funding for high-tech defense projects, including cyber security.

But given the gridlock in Congress, what do you think the likelihood that we'll actually see these funds make their way into project allocations in 2017 and 2018?

I think it's very good simply because of the risks that the country is taking on with respect to cyber, and there has been across-the-board, whether it's the Democrats or Republicans, there has been bipartisan support to fund those initiatives that are priorities for the country, and certainly cyber security is really one of the top, about the top priority that the country has in terms of risks that it undertakes every day.

So I think it's actually pretty good.

Fair enough.

And also as part of that we hear about what sounds like it could be competition for Fort Meade, with cyber security getting started up with FBI, Department of Homeland Security, CIA.

Do you see other sources of funding as competition, or is it all kind of additive to the environment of cyber security?

Well, the work needs to go on, and there's issue of the GSA and funding new buildings, and obviously the FBI exists in a location today and they'd like to get to a new location.

And the part of cyber, the civilian part, the part with Homeland Security, is executing, exists today, it's just all over the place; and it would like to get to a new facility.

So I think there's the real estate and then there's the work itself, and the work is getting done and it's getting funded and it will continue to get funded, and eventually each of those organizations will get a new home.

And Tom, just to throw in, the FBI cyber effort is out in Westfields.

We have buildings around that.

I think that's supporting some of the growth in the leasing we're realizing there.

And if you read about the magnitude of the cyber defense challenge, it's just massive.

Everything from utilities to businesses to the government networks, I think it'll be accretive to the whole market, and certainly many of the places we have buildings.

Got it, got it, thank you.

And then switching to the regional office portfolio for a second.

Any progress this past quarter on the development plans in Canton?

Tom, it's Wayne.

We did make progress this quarter at the -- in December we received an approval to our plan from the [UDAR] body, so now we move from that design review into the legislative steps that go along with the council's approval of the plan.

And what's the kind of timing on that next phase of the approval?

We would expect to be through those approvals this spring.

Got it.

Right, that's it for me, thanks, guys.

John Guinee of Stifel.

That was a good one, John Guinee.

First, Roger and Steve, congratulations.

Good stuff.

Let me just, I've got to, my job is to give a little pushback, so I'm going to give you a little gentle pushback on Fort Meade.

First, can you sort of explain how the Army Corps of Engineers, how they do RFPs and do business may differ from the GSA, sort of web-based scoring, all comes down to the bottom nickel sort of thing, how the two differ?

They use a solicitation for offer document, and they award contracts on the lowest price technically acceptable basis.

So there are very specific requirements for the building, and very rigid competition, so we do have to compete to win it.

But one of the, the thing to remember is that there are only a few designated locations where the customers that are supported by the Army Corps of Engineers can take their customers, and so it's not a "let's go all over D.C. and find a location." It's got to be approximate to the mother ship.

Fair, fair.

Okay, so then sort of the big picture, when I look at, just been around here for awhile, you've got, the Defense Department tends to have a, seems to have a tendency to be on base.

You look at the C4 ISR at Aberdeen proving ground, I think that's 2 or 2.5 million square feet, just relocated 700,000 square feet from Skyline, the [pornado] asset on to Fort Meade, the Department of Defense bought the land from Duke Realty and Mark Center and built I think at 1.5 million square feet right there, and then NGA built about 700,000 square feet in Springfield, with the annexed Fort Belvoir, so from when I'm looking at it, it appears to me, and you obviously know more than I do, it appears to be there's a real tendency to be on base.

And then when I look at Fort Meade, it's 5,000 acres, its got 17 million square feet of office space on it right now, they just decommissioned those two golf courses, about 250 acres, which used to be referred to as [Site N] is now referred to as the NSA East Campus.

At a [point-five] FAR, that's about 5 million square feet of space.

They've got 1.8 billion of military construction under construction which you, Mil Con, which you outlined.

It appears to me that they are on a $300 million to $400 million annual run rate of expenditures, and then when you look at these, the growth plans that the NSA outlines, they basically say 1,400 more personnel coming on base in the next five years, and then 6,000 to 9,000 employees coming on base in 2022 to 2028, so where I'm struggling is, it seems that they have a really long term plan to continue to focus on base, from everything that they're publishing.

Am I missing something?

No, I think a lot of the points you made are facts.

Remember those projects with Aberdeen, the Mark Center, NGA, those were all funded and driven out of the last BRAC, which really started in 2005, and it was a very long period of time to get that money allocated and put those in place.

And all things being equal, the DoD does like to be on their own land, but there's never enough resources, and there are places where they need overflow, and with regard to the operational missions at Fort Meade, they also need to diversify as we spoke to in the comments.

With regard to Site N, remember half of Site N is where DISA and DMA went to, and the other half was reserved for other organizational missions, and we've just walked through that about 2 million square feet capacity that was reserved.

And then the document you're referring to I'm familiar with, if you look at that closely it was produced by the garrison and not by the operational organizations.

And the garrison, the best way to explain it, if you think of the Fort as a city, the garrison is the operational works of the city, and the head of the garrison is the mayor.

And that document is presented to the community, and it's really a marketing tool to get better roads and infrastructure for the Fort.

But nothing in that document was produced from the tenants on the base who are the operational organizations.

So it's a bit of a marketing document and not a strategic plan.

Okay, well I'll talk to you about that off line.

We may disagree a little bit.

Anyhow, congratulations and good luck.

John Bejjani of Green Street Advisors.

Hi guys.

Congratulations, Steve and Roger.

Steve, you've noted the improved activity around Fort Meade and [partization] cyber.

Just wondering, you touch a little bit on Westfields, but wondering more broadly if you've seen a discernible change in leasing in your other markets since those 2016 and 2017 budgets were approved, and if not, when you think that impact will become more evident?

Sure, at various levels, literally in all our defense markets we've got improved activities.

Certainly the NBP is very strong and Westfields is very strong, but we did leasing at Maritime Plaza, Pax River, Dahlgren.

We've really made progress in Columbia Gateway with contractors, and Airport Square.

So overall, the trend is positive.

There's more magnitude in some markets than others.

I guess related to that, the leasing cost for a lot of the new deals still seem pretty high.

Do you, is there a point at which, and I imagine a large piece of that is just the [challenging] lease economics of the area more broadly, do you see a point where your I guess leasing costs and your niche start to diverge from just a broader market, or are you going to be tied to that till broader D.C. et cetera recover?

Well, the influence that's making them look more costly currently is the very competitive conditions in Northern Virginia, and then to some extent at Maritime Plaza at the Navy Yard.

Those are two of the softer markets that we're in and there's upward, not upward pressure from where we are, but continued pressure for relatively high TI to capture the business.

Okay, understood.

I guess lastly, can you share the cash cap rate and remaining lease term on the suburban Baltimore sales, and how are the buyers financing those deals?

We think the cap rate will be around 8%, and the financing is, there's an amazing amount of money still out there where borrowers are getting up to 80% financing.

There's two parts to that, there's the primary loan and then there's the mezz piece.

And then they've got sources of equity, and so what we sold in 2015 was really, generally speaking, either really private money, or I'll call it private operators with institutional capital, and that's really what we're finding so far in 2016.

All right, thanks.

Rich Anderson of Mizuho.

Thanks, and let me be the 20th person to congratulate both of you.

Good luck and hope you enjoy your crossing guard job after all this hard work.

So I wanted, first talk about dispositions.

You know, you have some still significant dilution dialed in for this year.

What's a going on run rate from a disposition standpoint, like how much of your portfolio do you think is up for sale per year, and you know how you're going to manage that on a go forward basis?

Well, without our stock price by going forward once we reach our targeted debt to EBITDA level which, as Anthony mentioned, was around 6, 6.1 times, going forward, then, the theoretical world, the sales would equal the development spend [in] the future year, if we get our stock price back at some point in the future, that could change.

But in the interim we view our cost of capital as the opportunity cost of what we sell and we think we've got favorable assets to sell that will allow us to spread invest with the new development.

So in 2017 and 2018, is it $200 million of development spending, something like that?

That's correct.

Okay.

And then if I could switch to Baltimore, you mentioned no acquisitions dialed in, to what degree though are there some potential things, maybe not in guidance, but that you're monitoring right now in Baltimore?

We're not monitoring anything at this point, 100% of the focus of the company again is on those three things, same office growth of 3% plus this year, low risk development that reads as in pre-lease development, and then selling $400 million of assets, of which 200 goes to the development spend and 200 goes to delever the balance sheet, and no acquisitions.

Okay, and then with the talk about Under Armour relocating or expanding, I mean, what, do you have any idea, is that a deck chuck -- deck chair shuffling type thing, or is that incremental demand for the Inner Harbor, or how do you view that potential decision on their part, or whether or not it's official or not, I'm not sure.

Well they're constrained where they're at now, Rich.

They own most of their campus, they lease what's really a warehouse connected by a bridge walkway, and they have no room to grow.

So that big move into the Port Covington area is to capture room for their growth, room for other businesses that Kevin Plank has invested in, and then it's mixed use for a long term development which will be very positive for Baltimore as a whole.

The plans for office there really won't compete or affect the CBD.

Okay, and then Steve just, let's think maybe five years from now, I don't know, but have you, do you have any designs on thinking, well we've created value in Baltimore, maybe someday, somehow you would be 100%.

What do you want to call it, strategic, a more 100% that, as opposed to, you know, and maybe zero regional office, is that a possibility in the future, however far out we're talking?

Well, we have to stay flexible to maximize shareholder value, and if we get to a point in the future where that's the best move for our shareholders, we'd have to do it.

Okay, great.

Thanks again and good luck, Roger.

Chris Lucas of Capital One.

Yes, good afternoon, everyone and just to echo the comments of congrats and best wishes, Roger.

On the, I guess, kind of going back to the disposition program, what's the timing as it relates to actually putting the full amount of assets on the market?

It sounds like it's not all on the market at this point.

What can you tell us about when those will be in brokers' hands?

I think everything will be in the market no later than March 31, maybe a week or two into April, but we're going to front end load all of the product to the market.

And then on the data [shell] business, I guess, is there anything in the relationships that you have there, that preclude you from selling 100% of the interest to a third party?

I'm sorry say that again, John, I mean, Chris?

Sorry.

That's okay.

Just on the data center shells, is there anything in the leases or contracts that you have there with the client, that preclude you from selling 100% of the assets?

No.

No, they have a right to buy it if we do sell it.

Just the right of first offer, or is there some set pricing?

No, no set pricing.

And I guess a question of why would you not look, rather than just looking at a JV, why not look to sell the entire package?

We would look to go both ways and see where we can optimize the overall proceeds and overall franchise for the company.

Okay.

And then as it relates to, I haven't heard any commentary on this and I'm just curious on the downtown D.C. JV with Akridge, could you give some color on the background and status and sort of timing of expectations for that project?

Chris, it's Wayne.

So in terms of the status of that, we've been, we're actively working through the design of the project.

As you'll recall from some of the original announcements, the intent is for any construction to occur at really in 2017, so entitlements are largely in place.

We're working through the full range of the planning activities in 2016, and would expect to be positioned for that start when the leasing activity justifies it.

Okay, great, thank you, appreciate it.

John Guinee of Stifel.

Oh, one other, or two other questions I neglected to ask.

Anthony, what's the plan with the 200 million of preferred shares and what's the current rate on those?

The current rate is 7 3/8, and we have the option to redeem those beginning in July of 2017, so we'll keep that option out there and continue to look at that option as that date comes closer.

That's an easy FFO, okay.

And then second, when you're generating, maybe Steve or Anthony, when you're generating a couple of percent, or flat cash same store or, I'm sorry, cash re-leasing spreads, and 5, 10%, 10% GAAP re-leasing spreads, when you adjust it for the increase in the operating expenses, how does that math work?

i.e.

I get the gross rents going up, what happens with the net rents when one considers the reset of the OpEx?

It really mirrors what we report, because before the lease matures, you're passing through above a base year, and then when you move to a renewal typically the base year is reset to the higher level, and you're measuring the change in the cash on the whole package of both the face rate plus the pass through against the new level.

Perfect, thank you.

I will now turn the call back to Mr. Waesche for closing remarks.

Thank you all again for joining us today.

If your question did not get answered, we are available to speak with you later.

Good day.

Thank you for your participation today in the Corporate Office Properties Trust fourth quarter and year end 2015 earnings conference call.

This concludes the presentation.

You may now disconnect.

Good day.