| CORPORATE OFFICE PROPERTIES TRUST Item 1A Risk Factors Set forth below are risks and uncertainties relating to our business and the ownership of our securities |
| You should carefully consider each of the risks and uncertainties below and all of the information in this Form 10-K and its Exhibits, including our Consolidated Financial Statements and notes thereto for the year ended December 31, 2005, which are included in a separate section at the end of this report beginning on page F-1 |
| 9 ______________________________________________________________________ We may suffer adverse consequences as a result of our reliance on rental revenues for our income |
| We earn revenue from renting our properties |
| Our operating costs do not necessarily fluctuate in relation to changes in our rental revenue |
| This means that our costs will not necessarily decline and may increase even if our revenues decline |
| For new tenants or upon lease expiration for existing tenants, we generally must make improvements and pay other tenant-related costs for which we may not receive increased rents |
| We also make building-related capital improvements for which tenants may not reimburse us |
| If our properties do not generate revenue sufficient to meeting our operating expenses and capital costs, we may have to borrow additional amounts to cover these costs |
| In such circumstances, we would likely have lower profits or possibly incur losses |
| We may also find in such circumstances that we are unable to borrow to cover such costs, in which case our operations could be adversely affected |
| Moreover, there may be less or no cash available for distributions to our shareholders |
| In addition, the competitive environment for leasing is affected considerably by a number of factors including, among other things, changes due in economic factors and supply and demand of space |
| These factors may make it difficult for us to lease existing vacant space and space associated with future lease expirations at rental rates that are sufficient to meeting our short-term capital needs |
| Adverse developments concerning some of our key tenants could have a negative impact on our revenue |
| As of December 31, 2005, 20 tenants accounted for 55dtta9prca of our portfolio annualized rental revenue, and five of these tenants accounted for 32dtta1prca of the total annualized rental revenue of our wholly owned properties |
| We computed the annualized rental revenue by multiplying by 12 the sum of monthly contractual base rents and estimated monthly expense reimbursements under active leases in our portfolio of wholly owned properties as of December 31, 2005 |
| Information regarding our five largest tenants is set forth below: Tenant Annualized Rental Revenue at December 31, 2005 Percentage of Total Annualized Rental Revenue of Wholly Owned Properties Number of Leases (in thousands) United States of America $ 39cmam589 15dtta2 % 43 Booz Allen Hamilton, Inc |
| 13cmam052 5dtta0 % 11 Northrop Grumman Corporation 11cmam755 4dtta5 % 15 Computer Sciences Corporation(1) 10cmam701 4dtta1 % 5 L-3 Communications Titan Corporation(1) 8cmam849 3dtta4 % 5 _________________________________________________________________ (1) Includes affiliated organizations and agencies and predecessor companies |
| If any of our five largest tenants fail to make rental payments to us or if the United States Government elects to terminate several of its leases and the space cannot be re-leased on satisfactory terms, there would be an adverse effect on our financial performance and ability to make distributions to our shareholders |
| As of December 31, 2005, the United States defense industry (comprising the United States Government and defense contractors) accounted for approximately 49dtta7prca of the total annualized rental revenue of our wholly owned properties |
| Most of the 15dtta2prca of our total annualized rental revenue that we derived from leases with agencies of the United States Government as of December 31, 2005 is included in the 49dtta7prca of our total annualized revenue from the United States defense industry |
| We classify the revenue from our leases into industry groupings based solely on management’s knowledge of the tenants’ operations in leased space |
| Occasionally, classifications require subjective and complex judgments |
| For example, we have a tenant that is considered by many to be in the computer industry; however, since the 10 ______________________________________________________________________ nature of that tenant’s operations in the space leased from us is focused on providing service to the United States Government’s defense department, we classify the revenue we earn from the lease as United States defense industry revenue |
| We do not use independent sources such as Standard Industrial Classification codes for classifying our revenue into industry groupings and if we did, the resulting groupings would be materially different |
| We have become increasingly reliant on defense industry tenants in recent years due primarily to: (1) increased activity in that industry following the events of September 11, 2001; (2) the strong presence of the industry in a number of our submarkets; and (3) our strategy to form strategic alliances with certain of our tenants in the industry |
| The percentage of our total annualized rental revenue derived from the defense industry could continue to increase |
| A reduction in government spending for defense could affect the ability of these tenants to fulfill lease obligations or decrease the likelihood that these tenants will renew their leases |
| In the case of the United States Government, a reduction in government spending could result in the early termination of leases |
| Such occurrences could have an adverse effect on our results of operations, financial condition, cash flows and ability to make distributions to our shareholders |
| We rely on the ability of our tenants to pay rent and would be harmed by their inability to do so |
| Our performance depends on the ability of our tenants to fulfill their lease obligations by paying their rental payments in a timely manner |
| In addition, as noted above, we rely on a few major tenants for a large percentage of our total rental revenue |
| If one of our major tenants, or a number of our smaller tenants, were to experience financial difficulties, including bankruptcy, insolvency or general downturn of business, there could be an adverse effect on our financial performance and ability to make expected distributions to shareholders |
| Most of our properties are geographically concentrated in the Mid-Atlantic region, particularly in the Greater Washington, DC region and neighboring suburban Baltimore |
| We may suffer economic harm in the event of a decline in the real estate market or general economic conditions in those regions |
| Most of our properties are located in the Mid-Atlantic region of the United States and as of December 31, 2005, our properties located in the Greater Washington, DC region and neighboring Suburban Baltimore accounted for a combined 88dtta9prca of our total annualized rental revenue from wholly owned properties |
| Our properties are also typically concentrated in office parks in which we own most of the properties |
| Consequently, we do not have a broad geographic distribution of our properties |
| As a result, a decline in the real estate market or general economic conditions in the Mid-Atlantic region, the Greater Washington, DC region or the office parks in which our properties are located could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our shareholders |
| We would suffer economic harm if we were unable to renew our leases on favorable terms |
| When leases expire for our properties, our tenants may not renew or may renew on terms less favorable to us than the terms of their original leases |
| As a result, our financial performance and ability to make expected distributions to our shareholders could be adversely affected if we experience a high volume of tenant departures at the end of their lease terms |
| Set forth below are the percentages of total annualized rental revenue from wholly owned properties as of December 31, 2005 that were subject to scheduled lease expirations in each of the next five years: 2006 9dtta3 % 2007 12dtta9 % 2008 11dtta9 % 2009 16dtta3 % 2010 13dtta7 % 11 ______________________________________________________________________ Most of the leases with our largest tenant, the United States Government, which account for 15dtta2prca of our total annualized rental revenue in wholly owned properties at December 31, 2005, provide for consecutive one-year terms or provide for early termination rights |
| All of the leasing statistics set forth above assume that the United States Government will remain in the space that it leases through the end of the respective arrangements, without ending consecutive one-year leases prematurely or exercising early termination rights |
| We reported the statistics in this manner since we manage our leasing activities using these same assumptions and believe these assumptions to be probable |
| We may not be able to compete successfully with other entities that operate in our industry |
| The commercial real estate market is highly competitive |
| We compete for the purchase of commercial property with many entities, including other publicly traded commercial REITs |
| Many of our competitors have substantially greater financial resources than we do |
| If our competitors prevent us from buying properties that we target for acquisition, we may not be able to meet our property acquisition and development goals |
| Moreover, numerous commercial properties compete for tenants with our properties |
| Some of the properties competing with ours may have newer or more desirable locations, or the competing properties’ owners may be willing to accept lower rates than are acceptable to us |
| Competition for property acquisitions, or for tenants in properties that we own, could have an adverse effect on our financial performance and distributions to our shareholders |
| We may be unable to successfully execute our plans to acquire existing commercial real estate properties |
| We intend to acquire existing commercial real estate properties to the extent that suitable acquisitions can be made on advantageous terms |
| Acquisitions of commercial properties entail risks, such as the risks that we may not be in a position or have the opportunity in the future to make suitable property acquisitions on advantageous terms and that such acquisitions will fail to perform as expected |
| Our failure to successfully execute acquisitions of existing real estate properties could adversely affect our financial performance and our ability to make distributions to our shareholders |
| We may suffer economic harm as a result of making unsuccessful acquisitions in new markets |
| In 2005, we completed acquisitions of properties in regions where we did not previously own properties |
| Moreover, we expect to continue to pursue selective acquisitions of properties in new regions |
| These acquisitions may entail risks in addition to those we have faced in past acquisitions, such as the risk that we do not correctly anticipate conditions or trends in a new region, and are therefore not able to operate the acquired property profitably |
| If this occurred, it could adversely affect our financial performance and our ability to make distributions to our shareholders |
| We may be unable to execute our plans to develop and construct additional properties |
| When we develop, construct and renovate properties, we assume the risk that actual costs will exceed our budgets, that we will experience delays and that projected leasing will not occur, any of which could adversely affect our financial performance and our ability to make distributions to our shareholders |
| In addition, we generally do not obtain construction financing commitments until the development stage of a project is complete and construction is about to commence |
| We may find that we are unable to obtain financing needed to continue with the construction activities for such projects |
| We may suffer economic harm as a result of the actions of our joint venture partners |
| We invest in certain entities in which we are not the exclusive investor or principal decision maker |
| As of December 31, 2005, we owned 18 operating properties and three development/construction properties through joint ventures |
| We also continue to pursue new investments in real estate through joint ventures |
| Aside from our inability to unilaterally control the operations of joint ventures, our investments in joint ventures entail the additional risks that (i) the other parties to these investments may not fulfill their financial obligations as investors, in which case we may need to fund such parties’ share of additional capital requirements and 12 ______________________________________________________________________ (ii) the other parties to these investments may take actions that are inconsistent with our objectives, either of which could have an adverse effect on our financial condition, results of operations, cash flows and ability to make expected distributions to our shareholders |
| We are subject to possible environmental liabilities |
| We are subject to various Federal, state and local environmental laws |
| These laws can impose liability on property owners or operators for the costs of removal or remediation of hazardous substances released on a property, even if the property owner was not responsible for the release of the hazardous substances |
| Costs resulting from environmental liability could be substantial |
| The presence of hazardous substances on our properties may also adversely affect occupancy and our ability to sell or borrow against those properties |
| In addition to the costs of government claims under environmental laws, private plaintiffs may bring claims for personal injury or other reasons |
| Additionally, various laws impose liability for the costs of removal or remediation of hazardous substances at the disposal or treatment facility |
| Anyone who arranges for the disposal or treatment of hazardous substances at such a facility is potentially liable under such laws |
| These laws often impose liability on an entity even if the facility was not owned or operated by the entity |
| Real estate investments are illiquid, and we may not be able to sell our properties on a timely basis when we determine it is appropriate to do so |
| Real estate investments can be difficult to sell and convert to cash quickly, especially if market conditions are depressed |
| Such illiquidity will tend to limit our ability to vary our portfolio of properties promptly in response to changes in economic or other conditions |
| Moreover, under certain circumstances, the Internal Revenue Code imposes certain penalties on a REIT that sells property held for less than four years |
| In addition, for certain of our properties that we acquired by issuing units in our Operating Partnership, we are restricted by agreements with the sellers of the properties for a certain period of time from entering into transactions (such as the sale or refinancing of the acquired property) that will result in a taxable gain to the sellers without the seller’s consent |
| Due to all of these factors, we may be unable to sell a property at an advantageous time |
| We are subject to other possible liabilities that would adversely affect our financial position and cash flows |
| Our properties may be subject to other risks related to current or future laws, including laws benefiting disabled persons, and state or local laws relating to zoning, construction and other matters |
| These laws may require significant property modifications in the future for which we may not have budgeted and could result in the levy of fines against us |
| In addition, although we believe that we adequately insure our properties, we are subject to the risk that our insurance may not cover all of the costs to restore a property that is damaged by a fire or other catastrophic events, including acts of war or terrorism |
| The occurrence of any of these events could have an adverse effect on our financial condition, results of operations, cash flows and ability to make expected distributions to our shareholders |
| As a result of the September 11, 2001 terrorist attacks, we may be subject to increased costs of insurance and limitations on coverage |
| Our portfolio of properties is insured for losses under our property, casualty and umbrella insurance policies through September 30, 2006 |
| Future changes in the insurance industry’s risk assessment approach and pricing structure may increase the cost of insuring our properties and decrease the scope of insurance coverage, either of which could adversely affect our financial position and operating results |
| We may suffer adverse effects as a result of the indebtedness that we carry and the terms and covenants that relate to this debt |
| Our strategy is to operate with slightly higher debt levels than many other REITs |
| However, these higher debt levels could make it difficult to obtain additional financing when required and could also make us more vulnerable to an economic downturn |
| Most of our properties have been mortgaged to collateralize indebtedness |
| In addition, we rely on borrowings to fund some or all of the costs of new property acquisitions, construction and development activities and other items |
| Our organizational documents do not limit the amount of indebtedness that we may incur |
| As of December 31, 13 ______________________________________________________________________ 2005, our total outstanding debt was dlra1dtta3 billion and our debt to total assets (defined as mortgage and other loans divided by total assets) was 63dtta3prca |
| Payments of principal and interest on our debt may leave us with insufficient cash to operate our properties or pay distributions to our shareholders required to maintain our qualification as a REIT We are also subject to the risks that: · we may not be able to refinance our existing indebtedness or refinance on terms as favorable as the terms of our existing indebtedness; · certain debt agreements of our Operating Partnership could restrict the ability of our Operating Partnership to make cash distributions to us, which could result in reduced distributions to our shareholders or the need to incur additional debt to fund these distributions; and · if we are unable to pay our debt service on time or are unable to comply with restrictive financial covenants in certain of our mortgage loans, our lenders could foreclose on our properties securing such debt and in some cases other properties and assets that we own |
| A number of our loans are cross-collateralized, which means that separate groups of properties from our portfolio secure each of these loans |
| More importantly, many of our loans are cross-defaulted, which means that failure to pay interest or principal on any of our loans will create a default on certain of our other loans |
| Any foreclosure of our properties would result in loss of income and asset value that would negatively affect our financial condition, results of operations, cash flows and ability to make expected distributions to our shareholders |
| In addition, if we are in default and the value of the properties securing a loan is less than the loan balance, the lender may require payment from our other assets |
| As of December 31, 2005, approximately 32prca of our total debt had variable interest rates |
| If short-term interest rates were to rise, our debt service payments on adjustable rate debt would increase, which would lower our net income and could decrease our distributions to our shareholders |
| We use interest rate swap agreements from time to time to reduce the impact of changes in interest rates |
| Decreases in interest rates would result in increased interest payments due under interest rate swap agreements in place and could result in the Company recognizing a loss and remitting a payment to unwind such agreements |
| We must refinance our mortgage debt in the future |
| As of December 31, 2005, our scheduled debt payments over the next five years, including maturities, were as follows: Year Amount(1) (in thousands) 2006 $ 126cmam802 (2) 2007 150cmam094 (3) 2008 468cmam291 (4) 2009 62cmam492 2010 73cmam790 _________________________________________________________________ (1) Represents principal maturities only and therefore excludes premiums and discounts |
| (2) Includes a loan maturity totaling dlra41dtta6 million that may be extended for two six-month periods, subject to certain conditions |
| (3) Includes maturities totaling dlra62dtta4 million that may be extended for a one-year period, subject to certain conditions |
| (4) Includes maturities totaling dlra311dtta6 million that may be extended for a one-year period, subject to certain conditions |
| 14 ______________________________________________________________________ Our operations likely will not generate enough cash flow to repay some or all of this debt without additional borrowings or new equity financings |
| If we cannot refinance our debt, extend the repayment dates, or raise additional equity prior to the date when our debt matures, we would default on our existing debt, which would have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our shareholders |
| We may be unable to continue to make shareholder distributions at expected levels |
| We intend to make regular quarterly cash distributions to our shareholders |
| However, distribution levels depend on a number of factors, some of which are beyond our control |
| Our loan agreements contain provisions that could restrict future distributions |
| Our ability to sustain our current distribution level will also be dependent, in part, on other matters, including: · continued property occupancy and timely payment by tenants of rent obligations; · the amount of future capital expenditures and expenses relating to our properties; · the level of leasing activity and future rental rates; · the strength of the commercial real estate market; · competition; · the costs of compliance with environmental and other laws; · our corporate overhead levels; · the amount of uninsured losses; and · our decision to reinvest in operations rather than distribute available cash |
| In addition, we can make distributions to the holders of our common shares only after we make preferential distributions to holders of our preferred shares |
| Our ownership limits are important factors |
| Our Declaration of Trust limits ownership of our common shares by any single shareholder to 9dtta8prca of the number of the outstanding common shares or 9dtta8prca of the value of the outstanding common shares, whichever is more restrictive |
| Our Declaration of Trust also limits ownership by any single shareholder of our common and preferred shares in the aggregate to 9dtta8prca of the aggregate value of the outstanding common and preferred shares |
| We call these restrictions the “Ownership Limit |
| ” Our Declaration of Trust allows our Board of Trustees to exempt shareholders from the Ownership Limit, and our Board of Trustees previously has exempted one entity from the Ownership Limit |
| Our Declaration of Trust includes other provisions that may prevent or delay a change of control |
| Subject to the requirements of the New York Stock Exchange, our Board of Trustees has the authority, without shareholder approval, to issue additional securities on terms that could delay or prevent a change in control |
| In addition, our Board of Trustees has the authority to reclassify any of our unissued common shares into preferred shares |
| Our Board of Trustees may issue preferred shares with such preferences, rights, powers and restrictions as our Board of Trustees may determine, which could also delay or prevent a change in control |
| Our Board of Trustees is divided into three classes of Trustees, which could delay a change of control |
| Our Declaration of Trust divides our Board of Trustees into three classes |
| The term of one class of the Trustees expires each year, at which time a successor class is elected for a term ending at the third succeeding annual meeting of shareholders |
| Such staggered terms make it more difficult for a third party to acquire control of us |
| 15 ______________________________________________________________________ The Maryland business statutes also impose potential restrictions on a change of control of our company |
| Various Maryland laws may have the effect of discouraging offers to acquire us, even if the acquisition would be advantageous to shareholders |
| Resolutions adopted by our Board of Trustees and/or provisions of our bylaws exempt us from such laws, but our Board of Trustees can alter its resolutions or change our bylaws at any time to make these provisions applicable to us |
| Our failure to qualify as a REIT would have adverse tax consequences |
| We believe that since 1992 we have qualified for taxation as a REIT for Federal income tax purposes |
| We plan to continue to meet the requirements for taxation as a REIT Many of these requirements, however, are highly technical and complex |
| The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control |
| For example, to qualify as a REIT, at least 95prca of our gross income must come from certain sources that are itemized in the REIT tax laws |
| We are also required to distribute to shareholders at least 90prca of our REIT taxable income (excluding capital gains) |
| The fact that we hold most of our assets through our Operating Partnership and its subsidiaries further complicates the application of the REIT requirements |
| Even a technical or inadvertent mistake could jeopardize our REIT status |
| Furthermore, Congress and the Internal Revenue Service might make changes to the tax laws and regulations and the courts might issue new rulings that make it more difficult or impossible for us to remain qualified as a REIT If we fail to qualify as a REIT, we would be subject to Federal income tax at regular corporate rates |
| Also, unless the Internal Revenue Service granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first fail to qualify |
| If we fail to qualify as a REIT, we would have to pay significant income taxes and would therefore have less money available for investments or for distributions to our shareholders |
| This would likely have a significant adverse effect on the value of our securities |
| In addition, we would no longer be required to make any distributions to our shareholders |
| We have certain distribution requirements that reduce cash available for other business purposes |
| As a REIT, we must distribute at least 90prca of our annual taxable income (excluding capital gains), which limits the amount of cash we have available for other business purposes, including amounts to fund our growth |
| Also, it is possible that because of the differences between the time we actually receive revenue or pay expenses and the period during which we report those items for distribution purposes, we may have to borrow funds to meet the 90prca distribution requirement |
| We may become subject to tax liabilities that adversely affect our operating cash flow and available cash for distribution to shareholders |
| A number of factors could cause our security prices to decline |
| As is the case with any publicly-traded securities, certain factors outside of our control could influence the value of our common and preferred shares |
| These conditions include, but are not limited to: · market perception of REITs in general and office REITs in particular; · market perception of REITs relative to other investment opportunities; · the level of institutional investor interest in our company; · general economic and business conditions; · prevailing interest rates; and · market perception of our financial condition, performance, dividends and growth potential |
| Generally, REITs are tax-advantaged relative to C corporations because they are not subject to corporate-level federal income tax on income that they distribute to shareholders |
| However, Congress recently made changes to the tax laws and regulations that could make it less advantageous for investors to invest in REITs |
| The Jobs and Growth Tax Relief Reconciliation Act of 2003, or the 2003 Act, provides 16 ______________________________________________________________________ that generally for taxable years beginning after December 31, 2002 and before December 31, 2008, certain dividends received by domestic individual shareholders from certain C corporations are subject to a reduced rate of tax of up to 15prca |
| Prior to this Act, such dividends received by domestic individual shareholders were generally subject to tax at ordinary income rates, which were as high as 38dtta6prca |
| In general, the provisions of the Act do not benefit individual shareholders of REITs and could make an investment in a C corporation that is not a REIT more attractive than an investment in a REIT We cannot predict the effects that this Act may have on the market price for our common or preferred shares |
| The average daily trading volume of our common shares during the year ended December 31, 2005 was approximately 153cmam000 shares, and the average trading volume of our publicly-traded preferred shares is generally insignificant |
| As a result, relatively small volumes of transactions could have a pronounced effect on the market price of such shares |
| We are dependent on external sources of capital for future growth |
| As noted above, because we are a REIT, we must distribute at least 90prca of our annual taxable income to our shareholders |
| Due to this requirement, we will not be able to fund our acquisition, construction and development activities using cash flow from operations |
| Therefore, our ability to fund these activities is dependent on our ability to access capital funded by third parties |
| Such capital could be in the form of new loans, equity issuances of common shares, preferred shares, common and preferred units in our Operating Partnership or joint venture funding |
| Such capital may not be available on favorable terms or at all |
| Moreover, additional debt financing may substantially increase our leverage and subject us to covenants that restrict management’s flexibility in directing our operations, and additional equity offerings may result in substantial dilution of our shareholders’ interests |
| Our inability to obtain capital when needed could have a material adverse effect on our ability to expand our business and fund other cash requirements |
| Our business and operations would suffer in the event of system failures |
| Despite system redundancy, the implementation of security measures and the existence of a Disaster Recovery Plan for our internal information technology systems, our systems are vulnerable to damages from computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures |
| Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business |
| We may also incur additional costs to remedy damages caused by such disruptions |
| Certain of our officers and Trustees have potential conflicts of interest |
| Certain of our officers and members of our Board of Trustees own partnership units in our Operating Partnership |
| These individuals may have personal interests that conflict with the interests of our shareholders |
| For example, if our Operating Partnership sells or refinances certain of the properties that these officers or Trustees contributed to the Operating Partnership, the officers or Trustees could suffer adverse tax consequences |
| Their personal interests could conflict with our interests if such a sale or refinancing would be advantageous to us |
| We have certain policies in place that are designed to minimize conflicts of interest |
| We cannot, however, assure you that these policies will be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all of our shareholders |
| We are dependent on our key personnel, and the loss of any key personnel could have an adverse effect on our operations |
| We are dependent on the efforts of our executive officers |
| The loss of any of their services could have an adverse effect on our operations |
| Although certain of our officers have entered into employment agreements with us, we cannot assure you that they will remain employed with us |
| We may change our policies without shareholder approval, which could adversely affect our financial condition, results of operations, market price of our common shares or ability to pay distributions |
| Our Board of Trustees determines all of our policies, including our investment, financing and distribution policies |
| Although our Board of Trustees has no current plans to do so, it may amend or revise these policies at any 17 ______________________________________________________________________ time without a vote of our shareholders |
| Policy changes could adversely affect our financial condition, results of operations, the market price of our securities or distributions |
| Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses, affect our operations and affect our reputation |
| Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations and New York Stock Exchange rules, are creating uncertainty for public companies |
| These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices |
| We are committed to maintaining high standards of corporate governance and public disclosure |
| As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities |
| In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors’ audit of that assessment has required the commitment of significant financial and managerial resources |
| In addition, it has become more expensive for us to obtain director and officer liability insurance |
| We expect these efforts to require the continued commitment of significant resources |
| Further, our trustees, Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability in connection with the performance of their duties |
| As a result, we may have difficulty attracting and retaining qualified trustees and executive officers, which could harm our business |
| If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed |