ofc-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended			September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from						to

Commission file number 1-14023

COPT DEFENSE PROPERTIES

(Exact name of registrant as specified in its charter)


Maryland						23-2947217
(State or other jurisdiction of						(IRS Employer
incorporation or organization)						Identification No.)


6711 Columbia Gateway Drive, Suite 300, Columbia, MD			21046
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (443) 285-5400

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par value	CDP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 21, 2024, 112,693,206 of COPT Defense Properties’ Common Shares of Beneficial Interest, $0.01 par value, were issued and outstanding.

TABLE OF CONTENTS

FORM 10-Q


		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	8






Notes to Consolidated Financial Statements (unaudited)		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43

SIGNATURES		44

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

COPT Defense Properties and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	September 30, 2024		December 31, 2023
Assets
Properties, net:
Operating properties, net	$	3,289,959	$	3,246,806
Projects in development or held for future development	314,729		256,872
Total properties, net	3,604,688		3,503,678
Property - operating right-of-use assets	40,523		41,296


Cash and cash equivalents	34,478		167,820
Investment in unconsolidated real estate joint ventures	39,720		41,052
Accounts receivable, net	42,240		48,946
Deferred rent receivable	159,182		149,237
Lease incentives, net	63,034		61,331
Deferred leasing costs (net of accumulated amortization of $44,178 and $41,448, respectively)	71,815		70,057
Investing receivables (net of allowance for credit losses of $2,867 and $2,377, respectively)	83,536		81,512

Prepaid expenses and other assets, net	95,086		82,037
Total assets	$	4,234,302	$	4,246,966
Liabilities and equity
Liabilities:
Debt, net	$	2,390,839	$	2,416,287
Accounts payable and accrued expenses	134,112		133,315
Rents received in advance and security deposits	33,213		35,409
Dividends and distributions payable	33,915		32,644
Deferred revenue associated with operating leases	37,660		29,049
Property - operating lease liabilities	33,615		33,931

Other liabilities	15,917		18,996
Total liabilities	2,679,271		2,699,631
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	22,436		23,580
Equity:
Shareholders’ equity:
Common Shares of beneficial interest ($0.01 par value; 150,000,000 shares authorized; shares issued and outstanding of 112,693,206 at September 30, 2024 and 112,555,352 at December 31, 2023)	1,127		1,126
Additional paid-in capital	2,493,340		2,489,989
Cumulative distributions in excess of net income	(1,005,260)		(1,009,318)
Accumulated other comprehensive income	58		2,115
Total shareholders’ equity	1,489,265		1,483,912
Noncontrolling interests in subsidiaries:
Common units in COPT Defense Properties, L.P. (“CDPLP”)	28,918		25,502

Other consolidated entities	14,412		14,341
Noncontrolling interests in subsidiaries	43,330		39,843
Total equity	1,532,595		1,523,755
Total liabilities, redeemable noncontrolling interests and equity	$	4,234,302	$	4,246,966

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Lease revenue	$	170,549	$	155,268	$	501,601	$	459,510
Other property revenue	2,014		1,339		4,710		3,731
Construction contract and other service revenues	16,662		11,949		63,523		42,012
Total revenues	189,225		168,556		569,834		505,253
Operating expenses
Property operating expenses	68,881		61,788		199,037		182,808
Depreciation and amortization associated with real estate operations	38,307		37,620		114,819		112,215
Construction contract and other service expenses	16,127		11,493		61,746		40,249
Impairment losses	—		252,797		—		252,797
General, administrative, leasing and other expenses	11,416		10,576		35,195		31,424
Total operating expenses	134,731		374,274		410,797		619,493
Interest expense	(20,376)		(17,798)		(61,760)		(50,759)
Interest and other income, net	3,324		2,529		10,330		6,928
Gain on sales of real estate	—		—		—		49,392


Income (loss) before equity in income (loss) of unconsolidated entities and income taxes	37,442		(220,987)		107,607		(108,679)
Equity in income (loss) of unconsolidated entities	85		(68)		180		(21)
Income tax expense	(130)		(152)		(312)		(467)


Net income (loss)	37,397		(221,207)		107,475		(109,167)
Net (income) loss attributable to noncontrolling interests:
Common units in CDPLP	(711)		3,691		(2,013)		1,882

Other consolidated entities	(601)		1,329		(1,654)		164



Net income (loss) attributable to common shareholders	$	36,085	$	(216,187)	$	103,808	$	(107,121)

Earnings per common share:


Net income (loss) attributable to common shareholders - basic	$	0.32	$	(1.94)	$	0.92	$	(0.96)



Net income (loss) attributable to common shareholders - diluted	$	0.32	$	(1.94)	$	0.92	$	(0.96)

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss)	$	37,397	$	(221,207)	$	107,475	$	(109,167)
Other comprehensive (loss) income:
Unrealized (loss) income on interest rate derivatives	(2,582)		2,042		1,309		6,816
Reclassification adjustments on interest rate derivatives recognized in interest expense	(1,170)		(1,146)		(3,522)		(2,711)


Total other comprehensive (loss) income	(3,752)		896		(2,213)		4,105
Comprehensive income (loss)	33,645		(220,311)		105,262		(105,062)
Comprehensive (income) loss attributable to noncontrolling interests	(1,116)		4,994		(3,511)		1,964
Comprehensive income (loss) attributable to common shareholders	$	32,529	$	(215,317)	$	101,751	$	(103,098)

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Equity

(Dollars in thousands)

(unaudited)


	Common Shares		Additional Paid-in Capital		Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total
For the Three Months Ended September 30, 2023
Balance at June 30, 2023 (112,538,555 common shares outstanding)	$	1,125	$	2,486,996	$	(762,617)	$	5,224	$	45,967	$	1,776,695

Redemption of common units	—		—		—		—		(86)		(86)


Share-based compensation (9,291 shares issued, net of redemptions)	—		1,052		—		—		1,407		2,459
Redemption of vested equity awards	—		(48)		—		—		—		(48)
Adjustments to noncontrolling interests resulting from changes in ownership of CDPLP	—		1,324		—		—		(1,324)		—
Comprehensive (loss) income	—		—		(216,187)		870		(5,588)		(220,905)
Dividends	—		—		(32,081)		—		—		(32,081)
Distributions to owners of common units in CDPLP	—		—		—		—		(547)		(547)

Distributions to noncontrolling interests in other consolidated entities	—		—		—		—		(7)		(7)
Adjustments for changes in fair value of redeemable noncontrolling interests	—		393		—		—		—		393


Balance at September 30, 2023 (112,547,846 common shares outstanding)	$	1,125	$	2,489,717	$	(1,010,885)	$	6,094	$	39,822	$	1,525,873

For the Three Months Ended September 30, 2024
Balance at June 30, 2024 (112,650,930 common shares outstanding)	$	1,127	$	2,489,931	$	(1,008,087)	$	3,614	$	43,921	$	1,530,506


Conversion of common units to common shares (40,000 shares)	—		538		—		—		(538)		—

Redemption of common units	—		—		—		—		(142)		(142)
Share-based compensation (2,276 shares issued, net of redemptions)	—		1,012		—		—		1,729		2,741
Redemption of vested equity awards	—		(66)		—		—		—		(66)
Adjustments to noncontrolling interests resulting from changes in ownership of CDPLP	—		1,597		—		—		(1,597)		—
Comprehensive income (loss)	—		—		36,085		(3,556)		610		33,139
Dividends	—		—		(33,258)		—		—		(33,258)
Distributions to owners of common units in CDPLP	—		—		—		—		(645)		(645)

Distributions to noncontrolling interests in other consolidated entities	—		—		—		—		(8)		(8)
Adjustments for changes in fair value of redeemable noncontrolling interests	—		328		—		—		—		328


Balance at September 30, 2024 (112,693,206 common shares outstanding)	$	1,127	$	2,493,340	$	(1,005,260)	$	58	$	43,330	$	1,532,595

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Equity (continued)

(Dollars in thousands)

(unaudited)


	Common Shares		Additional Paid-in Capital		Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total
For the Nine Months Ended September 30, 2023
Balance at December 31, 2022 (112,423,893 common shares outstanding)	$	1,124	$	2,486,116	$	(807,508)	$	2,071	$	39,652	$	1,721,455




Redemption of common units	—		—		—		—		(540)		(540)


Share-based compensation (123,953 shares issued, net of redemptions)	1		3,092		—		—		3,543		6,636
Redemption of vested equity awards	—		(1,199)		—		—		—		(1,199)
Adjustments to noncontrolling interests resulting from changes in ownership of CDPLP	—		22		—		—		(22)		—
Comprehensive (loss) income	—		—		(107,121)		4,023		(3,820)		(106,918)
Dividends	—		—		(96,256)		—		—		(96,256)
Distributions to owners of common units in CDPLP	—		—		—		—		(1,639)		(1,639)

Distributions to noncontrolling interests in other consolidated entities	—		—		—		—		(22)		(22)
Adjustments for changes in fair value of redeemable noncontrolling interests	—		1,686		—		—		—		1,686


Reclassification of redeemable noncontrolling interests to equity	—		—		—		—		2,670		2,670
Balance at September 30, 2023 (112,547,846 common shares outstanding)	$	1,125	$	2,489,717	$	(1,010,885)	$	6,094	$	39,822	$	1,525,873

For the Nine Months Ended September 30, 2024
Balance at December 31, 2023 (112,555,352 common shares outstanding)	$	1,126	$	2,489,989	$	(1,009,318)	$	2,115	$	39,843	$	1,523,755


Conversion of common units to common shares (40,000 shares)	—		538		—		—		(538)		—
Redemption of common units	—		—		—		—		(1,420)		(1,420)


Share-based compensation (97,854 shares issued, net of redemptions)	1		3,132		—		—		5,093		8,226
Redemption of vested equity awards	—		(1,194)		—		—		—		(1,194)
Adjustments to noncontrolling interests resulting from changes in ownership of CDPLP	—		(269)		—		—		269		—
Comprehensive income (loss)	—		—		103,808		(2,057)		2,065		103,816
Dividends	—		—		(99,750)		—		—		(99,750)
Distributions to owners of common units in CDPLP	—		—		—		—		(1,959)		(1,959)

Distributions to noncontrolling interests in other consolidated entities	—		—		—		—		(23)		(23)
Adjustments for changes in fair value of redeemable noncontrolling interests	—		1,144		—		—		—		1,144



Balance at September 30, 2024 (112,693,206 common shares outstanding)	$	1,127	$	2,493,340	$	(1,005,260)	$	58	$	43,330	$	1,532,595

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	For the Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities
Revenues from real estate operations received	$	513,267	$	476,679
Construction contract and other service revenues received	60,441		59,245
Property operating expenses paid	(196,123)		(183,061)
Construction contract and other service expenses paid	(54,728)		(51,220)
General, administrative, leasing and other expenses paid	(26,210)		(24,739)
Interest expense paid	(58,742)		(42,829)
Lease incentives paid	(13,893)		(21,072)
Sales-type lease costs paid	(1,680)		(7,236)


Interest and other income received	6,426		3,021

Other	1,119		848
Net cash provided by operating activities	229,877		209,636
Cash flows from investing activities
Acquisitions of operating properties and related intangible assets	(32,244)		—
Properties in development or held for future development	(129,387)		(211,100)
Tenant improvements on operating properties	(36,698)		(57,020)
Other capital improvements on operating properties	(22,572)		(13,310)


Proceeds from sale of properties	—		189,506



Leasing costs paid	(10,743)		(10,698)



Other	2,524		775
Net cash used in investing activities	(229,120)		(101,847)
Cash flows from financing activities
Proceeds from debt
Revolving Credit Facility	—		291,000
Unsecured senior notes	—		336,375


Repayments of debt
Revolving Credit Facility	—		(427,000)


Scheduled principal amortization	(1,879)		(2,289)
Other debt repayments	(27,649)		(15,902)





Common share dividends paid	(98,581)		(95,095)





Other	(6,401)		(6,055)
Net cash (used in) provided by financing activities	(134,510)		81,034
Net (decrease) increase in cash and cash equivalents and restricted cash	(133,753)		188,823
Cash and cash equivalents and restricted cash
Beginning of period	169,424		16,509
End of period	$	35,671	$	205,332

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(in thousands)

(unaudited)


	For the Nine Months Ended September 30,
	2024		2023
Reconciliation of net income (loss) to net cash provided by operating activities:
Net income (loss)	$	107,475	$	(109,167)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and other amortization	116,605		114,041
Impairment losses	—		252,797


Amortization of deferred financing costs and net debt discounts	5,106		3,889
Change in net deferred rent receivable and liability	(1,103)		(2,899)
Gain on sales of real estate	—		(49,392)

Share-based compensation	7,826		6,226


Other	(2,399)		(2,382)
Changes in operating assets and liabilities:
Decrease in accounts receivable	6,503		3,111
Increase in lease incentives and prepaid expenses and other assets, net	(14,279)		(3,199)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	6,339		(5,436)
(Decrease) increase in rents received in advance and security deposits	(2,196)		2,047

Net cash provided by operating activities	$	229,877	$	209,636
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period	$	167,820	$	12,337
Restricted cash at beginning of period	1,604		4,172
Cash and cash equivalents and restricted cash at beginning of period	$	169,424	$	16,509

Cash and cash equivalents at end of period	$	34,478	$	204,238
Restricted cash at end of period	1,193		1,094
Cash and cash equivalents and restricted cash at end of period	$	35,671	$	205,332
Supplemental schedule of non-cash investing and financing activities:
Decrease in accrued capital improvements, leasing and other investing activity costs	$	(9,008)	$	(18,931)


Recognition of operating right-of-use assets and related lease liabilities	$	2,976	$	6,714
Recognition of finance right-of-use assets and related lease liabilities	$	—	$	434




Investment in unconsolidated real estate joint venture retained in property disposition	$	—	$	21,121






(Decrease) increase in fair value of derivatives applied to accumulated other comprehensive income and noncontrolling interests	$	(2,213)	$	4,105

Dividends/distributions payable	$	33,915	$	32,645

Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares	$	538	$	—
Adjustments to noncontrolling interests resulting from changes in CDPLP ownership	$	269	$	(22)
Decrease in redeemable noncontrolling interests and increase in equity to adjust for changes in fair value of redeemable noncontrolling interests	$	(1,144)	$	(1,686)
Reclassification of redeemable noncontrolling interests to equity	$	—	$	2,670

See accompanying notes to consolidated financial statements.

COPT Defense Properties and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

1. Organization

COPT Defense Properties (“COPT Defense”) and subsidiaries (collectively, the “Company”, “we” or “us”) is a fully-integrated and self-managed real estate investment trust (“REIT”) focused on owning, operating and developing properties in locations proximate to, or sometimes containing, key U.S. Government (“USG”) defense installations and missions (which we refer to herein as our Defense/IT Portfolio). Our tenants include the USG and their defense contractors, who are primarily engaged in priority national security activities, and who generally require mission-critical and high security property enhancements. As of September 30, 2024, our Defense/IT Portfolio included:

>194 operating properties totaling 22.2 million square feet comprised of 16.5 million square feet in 164 office properties and 5.7 million square feet in 30 single-tenant data center shells. We owned 24 of these data center shells through unconsolidated real estate joint ventures;

>five properties under development (two office properties and three data center shells) that will total approximately 831,000 square feet upon completion; and

>approximately 1,020 acres of land controlled that we believe could be developed into approximately 11.0 million square feet.

We also owned eight other operating properties totaling 2.1 million square feet and approximately 50 acres of other developable land in the Greater Washington, DC/Baltimore region as of September 30, 2024.

We conduct almost all of our operations and own almost all of our assets through our operating partnership, COPT Defense Properties, L.P. (“CDPLP”) and subsidiaries (collectively, the “Operating Partnership”), of which COPT Defense is the sole general partner. CDPLP owns real estate directly and through subsidiary partnerships and limited liability companies (“LLCs”). In addition to owning real estate, CDPLP also owns subsidiaries that provide real estate services such as property management, development and construction services primarily for our properties but also for third parties. Some of these services are performed by a taxable REIT subsidiary (“TRS”).

Equity interests in CDPLP are in the form of common and preferred units. As of September 30, 2024, COPT Defense owned 97.5% of the outstanding CDPLP common units (“common units”) and there were no preferred units outstanding. Common units not owned by COPT Defense carry certain redemption rights. The number of common units owned by COPT Defense is equivalent to the number of outstanding common shares of beneficial interest (“common shares”) of COPT Defense, and the entitlement of common units to quarterly distributions and payments in liquidation is substantially the same as that of COPT Defense common shareholders.

COPT Defense’s common shares are publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “CDP”.

2. Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements include the accounts of COPT Defense, the Operating Partnership, their subsidiaries and other entities in which COPT Defense has a majority voting interest and control. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities. We eliminate all intercompany balances and transactions in consolidation.

We use the equity method of accounting when we own an interest in an entity and can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity.

When we own an equity investment in an entity and cannot exert significant influence over its operations, we measure the investment at fair value, with changes recognized through net income. For an investment without a readily determinable fair value, we measure the investment at cost, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer.

These interim financial statements should be read together with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K. The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly state our financial position and results of operations. All adjustments are of a normal recurring nature. The consolidated financial statements have been prepared using the accounting policies described in our 2023 Annual Report on Form 10-K.

Reclassifications

We reclassified certain amounts from prior periods to conform to the current period presentation of our consolidated financial statements with no effect on previously reported net income or equity.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standard Board (“FASB”) issued guidance to improve reportable segment disclosure requirements. This guidance requires disclosure of incremental segment information on an annual and interim basis and is effective for us beginning after December 15, 2024. Early adoption is permitted. The guidance will be applied retrospectively to all periods presented unless it is impracticable to do so. Upon application of this guidance, we expect to report certain additional segment disclosures, including information regarding our chief operating decision maker under the guidance and segment expenses, but otherwise do not expect it to affect our consolidated financial statements.

In December 2023, the FASB issued guidance to improve income tax disclosures. This guidance requires enhanced annual disclosures primarily related to existing rate reconciliation and income taxes paid disclosure requirements and is effective for us for annual periods beginning after December 15, 2024. Early adoption is permitted. We expect to apply this guidance prospectively. We are currently assessing the application of this guidance but do not expect it to materially affect our future related disclosures.

In March 2024, the FASB issued guidance to reduce complexity and diversity in practice in determining whether a profits interest award is accounted for as a share-based payment. This guidance is effective for us for annual and interim periods beginning after December 15, 2024. Early adoption is permitted. This guidance can be applied either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest or similar awards granted or modified on or after the effective date for our application of this guidance. We do not expect the adoption of this guidance to affect our consolidated financial statements.

3. Fair Value Measurements

Recurring Fair Value Measurements

The fair values of our interest rate derivatives, as disclosed in Note 9, are determined using widely accepted valuation techniques, including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our interest rate derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default. However, as of September 30, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives and determined that these adjustments were not significant. As a result, we determined that our interest rate derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding investing receivables) and accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturities of these instruments. The fair values of our investing receivables, as disclosed in Note 7, were based on the discounted estimated future cash flows of the loans (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments. For our disclosure of debt fair values in Note 8, we estimated the fair value of our unsecured senior notes based on quoted market rates for our senior notes (categorized within Level 1 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments include scheduled principal and interest payments. Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment.

The table below sets forth our financial assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2024 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):


Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets: (1)
Interest rate derivatives	$	—	$	754	$	—	$	754

Liabilities: (2)
Interest rate derivatives	$	—	$	409	$	—	$	409

(1)Included in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheet.

(2)Included in the line entitled “other liabilities” on our consolidated balance sheet.

4. Properties, Net

Operating properties, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Land	$	491,304	$	482,964
Buildings and improvements	4,301,385		4,164,004
Less: Accumulated depreciation	(1,502,730)		(1,400,162)
Operating properties, net	$	3,289,959	$	3,246,806

In the nine months ended September 30, 2024, we acquired the following operating office properties:

>6841 Benjamin Franklin Drive, a 202,000 square foot property in Columbia, Maryland (included in the Fort Meade/BW Corridor sub-segment of our Defense/IT Portfolio reportable segment) that was 56% leased, for a purchase price of $15.0 million on March 15, 2024; and

>3900 Rogers Road, an 80,000 square foot property in San Antonio, Texas (included in the Lackland Air Force Base sub-segment of our Defense/IT Portfolio reportable segment) that was vacant on the acquisition date and subsequently leased in full, for a purchase price of $17.0 million on September 26, 2024.

The table below sets forth the allocation of the aggregate purchase price and transaction costs associated with these acquisitions (in thousands):


Land, operating properties	$	8,361
Building and improvements	16,635
Intangible assets on real estate acquisitions	7,248


Total acquisition cost	$	32,244

Intangible assets recorded in connection with these acquisitions included the following (dollars in thousands):


			Weighted Average Amortization Period (in Years)
Tenant relationship value	$	3,752	12.4
In-place lease value	2,229		2.4
Above-market leases	1,267		2.4
	$	7,248	7.6

5. Leases

Lessor Arrangements

We lease real estate properties, comprised primarily of office properties and data center shells, to third parties. These leases encompass all, or a portion, of properties, with various expiration dates. Our lease revenue is comprised of: fixed-lease revenue, including contractual rent billings under leases recognized on a straight-line basis over lease terms and amortization of lease incentives and above- and below-market lease intangibles; and variable-lease revenue, including tenant expense recoveries, lease termination revenue and other revenue from tenants that is not fixed under leases. The table below sets forth our composition of lease revenue recognized between fixed- and variable-lease revenue (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Lease revenue	2024		2023		2024		2023
Fixed	$	129,357	$	120,408	$	382,918	$	354,908
Variable	41,192		34,860		118,683		104,602
	$	170,549	$	155,268	$	501,601	$	459,510

Lessee Arrangements

As of September 30, 2024, our balance sheet included $43.0 million in right-of-use assets associated primarily with land leased from third parties underlying certain properties that we are operating with various expiration dates. Our property right-of-use assets and property lease liabilities on our consolidated balance sheets consisted of the following (in thousands):


Leases	Balance Sheet Location	September 30, 2024		December 31, 2023
Right-of-use assets
Operating leases - Property	Property - operating right-of-use assets	$	40,523	$	41,296
Finance leases - Property	Prepaid expenses and other assets, net	2,510		2,565
Total right-of-use assets		$	43,033	$	43,861
Lease liabilities
Operating leases - Property	Property - operating lease liabilities	$	33,615	$	33,931
Finance leases - Property	Other liabilities	397		415
Total lease liabilities		$	34,012	$	34,346

As of September 30, 2024, our operating leases had a weighted average remaining lease term of 53 years and a weighted average discount rate of 7.36%, while our finance leases had a weighted average remaining lease term of eight years and a weighted average discount rate of 9.14%. The table below presents our total property lease cost (in thousands):


	Statement of Operations Location	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Lease cost		2024		2023		2024		2023
Operating lease cost
Property leases - fixed	Property operating expenses	$	1,929	$	1,808	$	5,687	$	5,146
Property leases - variable	Property operating expenses	42		17		219		50
Finance lease cost
Amortization of property right-of-use assets	Property operating expenses	19		18		56		57
Interest on lease liabilities	Interest expense	9		10		28		33
		$	1,999	$	1,853	$	5,990	$	5,286

The table below presents the effect of property lease payments on our consolidated statements of cash flows (in thousands):


	For the Nine Months Ended September 30,
Supplemental cash flow information	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	5,232	$	4,432
Operating cash flows for financing leases	$	28	$	33
Financing cash flows for financing leases	$	18	$	14

Payments on property leases were due as follows (in thousands):


	September 30, 2024
Year Ending December 31,	Operating Leases		Finance Leases
2024 (1)	$	1,746	$	15
2025	2,589		63
2026	2,001		65
2027	2,016		67
2028	2,032		69
Thereafter	153,349		297
Total lease payments	163,733		576
Less: Amount representing interest	(130,118)		(179)
Lease liability	$	33,615	$	397

(1)Represents the three months ending December 31, 2024.

6. Real Estate Joint Ventures

Consolidated Real Estate Joint Ventures

The table below sets forth information as of September 30, 2024 pertaining to our investments in consolidated real estate joint ventures, which are each variable interest entities (dollars in thousands):


		Nominal Ownership %		September 30, 2024
	Date Formed			Total Assets		Encumbered Assets		Total Liabilities		Mortgage Debt
Entity			Location
LW Redstone Company, LLC (1)	3/23/2010	85%	Huntsville, Alabama	$	740,718	$	35,023	$	74,670	$	22,227
Stevens Investors, LLC	8/11/2015	95%	Washington, D.C.	130,342		—		2,599		—
M Square Associates, LLC	6/26/2007	50%	College Park, Maryland	97,273		56,446		49,272		47,741
				$	968,333	$	91,469	$	126,541	$	69,968

(1)We fund all capital requirements. Our partner receives distributions of $1.2 million of annual operating cash flows and we receive the remainder.

Unconsolidated Real Estate Joint Ventures

The table below sets forth information pertaining to our investments in unconsolidated real estate joint ventures accounted for using the equity method of accounting (dollars in thousands):


	Date Formed	Nominal Ownership %	Number of Properties	Carrying Value of Investment (1)
Entity				September 30, 2024		December 31, 2023
Redshift JV LLC	1/10/2023	10%	3	$	20,955	$	21,053
BREIT COPT DC JV LLC	6/20/2019	10%	9	9,781		10,629
Quark JV LLC	12/14/2022	10%	2	6,711		6,727
B RE COPT DC JV III LLC	6/2/2021	10%	2	2,273		2,643
B RE COPT DC JV II LLC (2)	10/30/2020	10%	8	(3,370)		(2,777)
			24	$	36,350	$	38,275

(1)Included $39.7 million and $41.1 million reported in “investment in unconsolidated real estate joint ventures” and $3.4 million and $2.8 million for investments with deficit balances reported in “other liabilities” on our consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

(2)Our investment in B RE COPT DC JV II LLC was lower than our share of the joint venture’s equity by $6.7 million as of September 30, 2024 and $6.8 million as of December 31, 2023 due to a difference between our cost basis and our share of the joint venture’s underlying equity in its net assets. We recognize adjustments to our share of the joint venture’s earnings and losses resulting from this basis difference in the underlying assets of the joint venture.

7. Investing Receivables

Investing receivables consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Notes receivable from the City of Huntsville	$	83,158	$	77,022
Other investing loan receivable	3,245		6,867
Amortized cost basis	86,403		83,889
Allowance for credit losses	(2,867)		(2,377)
Investing receivables, net	$	83,536	$	81,512

The balances above include accrued interest receivable, net of allowance for credit losses, of $4.5 million as of September 30, 2024 and $6.0 million as of December 31, 2023.

Our notes receivable from the City of Huntsville funded infrastructure costs in connection with our LW Redstone Company, LLC joint venture (see Note 6) and carry an interest rate of 9.95%. Our other investing loan receivable as of September 30, 2024 carries an effective interest rate of 14.0% and matures in 2025.

The fair value of these receivables was approximately $86 million as of September 30, 2024 and $84 million as of December 31, 2023.

8. Debt, Net

Our debt consisted of the following (dollars in thousands):



	Carrying Value (1) as of					September 30, 2024
	September 30, 2024		December 31, 2023
					Stated Interest Rates		Scheduled Maturity
Mortgage and Other Secured Debt:
Fixed-rate mortgage debt	$	37,391	$	66,314		3.82%		June 2026
Variable-rate secured debt	32,577		32,894			SOFR + 0.10% + 1.45% to 1.55% (2)		2025-2026 (3)
Total mortgage and other secured debt	69,968		99,208
Revolving Credit Facility	75,000		75,000			SOFR + 0.10% + 0.725% to 1.400% (4)		October 2026 (5)
Term Loan Facility	124,547		124,291			SOFR + 0.10% + 0.850% to 1.700% (6)		January 2026 (7)
Unsecured Senior Notes
2.25%, $400,000 aggregate principal	398,425		397,608			2.25% (8)		March 2026
5.25%, $345,000 aggregate principal (9)	337,132		335,802			5.25% (10)		September 2028
2.00%, $400,000 aggregate principal	397,838		397,471			2.00% (11)		January 2029
2.75%, $600,000 aggregate principal	592,048		591,212			2.75% (12)		April 2031
2.90%, $400,000 aggregate principal	395,584		395,265			2.90% (13)		December 2033
Unsecured note payable	297		430			0% (14)		May 2026
Total debt, net	$	2,390,839	$	2,416,287

(1)The carrying values of our debt other than the Revolving Credit Facility reflect net deferred financing costs of $4.3 million as of September 30, 2024 and $5.3 million as of December 31, 2023.

(2)Including the effect of interest rate swaps that hedge the risk of interest rate changes, the weighted average interest rate on our variable-rate secured debt as of September 30, 2024 was 2.44%; excluding the effect of these swaps, the weighted average interest rate on this debt as of September 30, 2024 was 6.87%.

(3)Most of this debt matures in 2025, with the ability for us to extend such maturity by two 12-month periods at our option, provided that there is no default on the debt and we pay an extension fee of 0.10% of the debt balance for each extension period.

(4)The weighted average interest rate on the Revolving Credit Facility was 6.35% as of September 30, 2024, excluding the effect of interest rate swaps that hedge the risk of interest rate changes (see Note 9).

(5)The facility matures in October 2026, with the ability for us to extend such maturity by two six-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.0625% of the total availability under the facility for each extension period.

(6)The interest rate on this loan was 6.60% as of September 30, 2024, excluding the effect of interest rate swaps that hedge the risk of interest rate changes (see Note 9).

(7)This facility matures in January 2026, with the ability for us to extend such maturity by two 12-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.125% of the outstanding loan balance for each extension period.

(8)The carrying value of these notes reflects unamortized discounts and commissions totaling $1.3 million as of September 30, 2024 and $1.9 million as of December 31, 2023. The effective interest rate under the notes, including amortization of such costs, was 2.48%.

(9)As described further in our 2023 Annual Report on Form 10-K, these notes have an exchange settlement feature under which the notes may, under certain circumstances, be exchangeable at the option of the holders. Upon exchange, the principal amount of notes is payable in cash, with the remainder of the exchange obligation, if any, as determined based on the exchange price per common share at the time of settlement, payable in cash, common shares or a combination thereof at our election. As of September 30, 2024, the exchange rate of the notes equaled 33.3882 of our common shares per $1,000 principal amount of notes (equivalent to an exchange price of approximately $29.95 per common share).

(10)The carrying value of these notes reflects unamortized commissions totaling $7.0 million as of September 30, 2024 and $8.1 million as of December 31, 2023. The effective interest rate under the notes, including amortization of such costs, was 5.83%.

(11)The carrying value of these notes reflects unamortized discounts and commissions totaling $1.5 million as of September 30, 2024 and $1.8 million as of December 31, 2023. The effective interest rate under the notes, including amortization of such costs, was 2.09%.

(12)The carrying value of these notes reflects unamortized discounts and commissions totaling $6.9 million as of September 30, 2024 and $7.6 million as of December 31, 2023. The effective interest rate under the notes, including amortization of such costs, was 2.94%.

(13)The carrying value of these notes reflects unamortized discounts and commissions totaling $3.6 million as of September 30, 2024 and $3.9 million as of December 31, 2023. The effective interest rate under the notes, including amortization of such costs, was 3.01%.

(14)This note carries an interest rate that, upon assumption, was below market rates and it therefore was recorded at its fair value based on applicable effective interest rates. The carrying value of this note reflects an unamortized discount totaling $14,000 as of September 30, 2024 and $32,000 as of December 31, 2023.

All debt is owed by the Operating Partnership. While COPT Defense is not directly obligated by any debt, it has guaranteed CDPLP’s Revolving Credit Facility, Term Loan Facility and Unsecured Senior Notes. All of our mortgage and other secured debt as of September 30, 2024 was for consolidated real estate joint ventures (see Note 6).

The table below sets forth interest expense recognized on the 5.25% Exchangeable Senior Notes due 2028 (the “5.25% Notes”) for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Interest expense at stated interest rate	$	4,528	$	956	$	13,584	$	956
Interest expense associated with amortization of debt discount and issuance costs	393		124		1,162		124
Total	$	4,921	$	1,080	$	14,746	$	1,080

Certain of our debt instruments require that we comply with a number of restrictive financial covenants. As of September 30, 2024, we were compliant with these financial covenants.

Our debt matures on the following schedule (in thousands):


Year Ending December 31,	September 30, 2024
2024 (1)	$	455
2025	23,717
2026	646,300
2027	—
2028	345,000
Thereafter	1,400,000
Total	$	2,415,472	(2)

(1)Represents the three months ending December 31, 2024.

(2)Represents scheduled principal amortization and maturities only and therefore excludes net discounts and deferred financing costs of $24.6 million.

We capitalized interest costs of $712,000 in the three months ended September 30, 2024, $1.5 million in the three months ended September 30, 2023, $1.9 million in the nine months ended September 30, 2024 and $3.5 million in the nine months ended September 30, 2023.

The following table sets forth information pertaining to the fair value of our debt (in thousands):


	September 30, 2024				December 31, 2023
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Fixed-rate debt
Unsecured Senior Notes	$	2,121,027	$	1,968,894	$	2,117,358	$	1,876,611
Other fixed-rate debt	37,688		35,959		66,744		63,692
Variable-rate debt	232,124		233,373		232,185		232,270
	$	2,390,839	$	2,238,226	$	2,416,287	$	2,172,573

9. Interest Rate Derivatives

The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands):


							Fair Value at
Notional Amount			Fixed Rate	Floating Rate Index	Effective Date	Expiration Date	September 30, 2024		December 31, 2023
$	10,460	(1)	1.678%	SOFR + 0.10%	8/1/2019	8/1/2026	$	343	$	571
$	22,250	(2)	0.573%	SOFR + 0.10%	4/1/2020	3/26/2025	411		1,084
$	150,000		3.742%	One-Month SOFR	2/1/2023	2/2/2026	(304)		681
$	50,000		3.747%	One-Month SOFR	2/1/2023	2/2/2026	(105)		222
							$	345	$	2,558

(1)The notional amount of this instrument is scheduled to amortize to $10.0 million.

(2)The notional amount of this instrument is scheduled to amortize to $22.1 million.

Each of these swaps was designated as a cash flow hedge of interest rate risk.

The table below sets forth the fair value of our interest rate derivatives as well as their classification on our consolidated balance sheets (in thousands):


		Fair Value at
Derivatives	Balance Sheet Location	September 30, 2024		December 31, 2023
Interest rate swaps designated as cash flow hedges	Prepaid expenses and other assets, net	$	754	$	2,558
Interest rate swaps designated as cash flow hedges	Other liabilities	$	(409)	$	—

The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands):


	Amount of (Loss) Income Recognized in AOCI on Derivatives								Amount of Income Reclassified from AOCI into Interest Expense on Statement of Operations
Derivatives in Hedging Relationships	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023		2024		2023		2024		2023
Interest rate derivatives	$	(2,582)	$	2,042	$	1,309	$	6,816	$	1,170	$	1,146	$	3,522	$	2,711

Based on the fair value of our derivatives as of September 30, 2024, we estimate that approximately $708,000 of gains will be reclassified from accumulated other comprehensive income (“ AOCI”) as a decrease to interest expense over the next 12 months.

We have agreements with each of our interest rate derivative counterparties that contain provisions under which, if we default or are capable of being declared in default on defined levels of our indebtedness, we could also be declared in default on our derivative obligations. Failure to comply with the loan covenant provisions could result in our being declared in default on any derivative instrument obligations covered by the agreements. As of September 30, 2024, we were not in default with any of these provisions. As of September 30, 2024, the fair value of interest rate derivatives in a liability position related to these agreements was $412,000, excluding the effects of accrued interest and credit valuation adjustments, and we had not posted any collateral related to these agreements. If we breach any of these provisions, we could be required to settle our obligations under the agreements at their termination value, which was $185,000 as of September 30, 2024.

10. Redeemable Noncontrolling Interests

Redeemable noncontrolling interests on our consolidated balance sheets include the ownership interests of our partners in LW Redstone Company, LLC and Stevens Investors, LLC due to the partners’ rights to require us to acquire their interests. Effective in June 2023, these rights expired for our Stevens Investors, LLC partners, which resulted in our reclassification of their interests from redeemable noncontrolling interests to the noncontrolling interests in subsidiaries section of equity. The table below sets forth the activity for redeemable noncontrolling interests (in thousands):


	For the Nine Months Ended September 30,
	2024		2023
Beginning balance	$	23,580	$	26,293

Distributions to noncontrolling interests	(1,446)		(1,971)
Net income attributable to noncontrolling interests	1,446		1,856
Adjustments for changes in fair value of interests	(1,144)		(1,686)
Reclassification of Stevens Investors, LLC interests to equity	—		(2,670)
Ending balance	$	22,436	$	21,822

We determine the fair value of the interests based on unobservable inputs after considering the assumptions that market participants would make in pricing the interest. We apply a discount rate to the estimated future cash flows allocable to our partners from the properties underlying the respective joint ventures. Estimated cash flows used in such analyses are based on our plans for the properties and our views of market and economic conditions, and consider items such as current and future rental rates, occupancy projections and estimated operating and development expenditures.

11. Equity

As of September 30, 2024, we had remaining capacity under our at-the-market stock offering program equal to an aggregate gross sales price of $300 million in common shares.

We declared dividends per common share of $0.295 in the three months ended September 30, 2024, $0.285 in the three months ended September 30, 2023, $0.885 in the nine months ended September 30, 2024 and $0.855 in the nine months ended September 30, 2023.

During the nine months ended September 30, 2024, a CDPLP limited partner converted 40,000 common units in CDPLP for an equal number of common shares.

See Note 15 for disclosure of common share activity pertaining to our share-based compensation plans.

12. Information by Business Segment

We have the following reportable segments: Defense/IT Portfolio; and Other. We also report on Defense/IT Portfolio sub-segments, which include the following: Fort George G. Meade and the Baltimore/Washington Corridor (“Fort Meade/BW Corridor”); Northern Virginia Defense/IT Locations (“NoVA Defense/IT”); Lackland Air Force Base (in San Antonio, Texas); locations serving the U.S. Navy (“Navy Support”), which included properties proximate to the Washington Navy Yard, the Naval Air Station Patuxent River in Maryland and the Naval Surface Warfare Center Dahlgren Division in Virginia; Redstone Arsenal (in Huntsville, Alabama); and data center shells (properties leased to tenants to be operated as data centers in which the tenants fund the costs for the power, fiber connectivity and data center infrastructure).

We measure the performance of our segments through the measure we define as net operating income from real estate operations (“NOI from real estate operations”), which includes: real estate revenues and property operating expenses; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate joint ventures (“UJV” or “UJVs”) that is allocable to our ownership interest (“UJV NOI allocable to COPT Defense”). Amounts reported for segment assets represent long-lived assets associated with consolidated operating properties (including the carrying value of properties, right-of-use assets, net of related lease liabilities, intangible assets, deferred leasing costs, deferred rents receivable and lease incentives) and the carrying value of investments in UJVs owning operating properties, net of deficit investment balances reported in “other liabilities” (which were included in our data center shells sub-segment and totaled $36.4 million and $39.2 million as of September 30, 2024 and 2023, respectively). In the third quarter of 2024, we retrospectively changed our segment assets definition to include deficit investment balances in UJVs owning operating properties. Amounts reported as additions to long-lived assets represent additions to existing consolidated operating properties, excluding transfers from non-operating properties, which we report separately.

The table below reports segment financial information for our reportable segments (in thousands):


	Defense/IT Portfolio
	Fort Meade/BW Corridor		NoVA Defense/IT		Lackland Air Force Base		Navy Support		Redstone Arsenal		Data Center Shells		Total Defense/IT Portfolio		Other		Total
Three Months Ended September 30, 2024
Revenues from real estate operations	$	80,056	$	22,083	$	16,879	$	8,068	$	18,332	$	9,029	$	154,447	$	18,116	$	172,563
Property operating expenses	(27,929)		(9,252)		(9,160)		(4,084)		(6,463)		(1,554)		(58,442)		(10,439)		(68,881)
UJV NOI allocable to COPT Defense	—		—		—		—		—		1,844		1,844		—		1,844
NOI from real estate operations	$	52,127	$	12,831	$	7,719	$	3,984	$	11,869	$	9,319	$	97,849	$	7,677	$	105,526
Additions to long-lived assets	$	14,101	$	5,357	$	17,034	$	3,520	$	1,521	$	—	$	41,533	$	4,040	$	45,573
Transfers from non-operating properties	$	418	$	16	$	—	$	66	$	25,846	$	406	$	26,752	$	141	$	26,893
Three Months Ended September 30, 2023
Revenues from real estate operations	$	73,350	$	20,333	$	16,193	$	8,190	$	13,768	$	6,811	$	138,645	$	17,962	$	156,607
Property operating expenses	(25,216)		(7,900)		(8,567)		(3,933)		(4,948)		(678)		(51,242)		(10,546)		(61,788)
UJV NOI allocable to COPT Defense	—		—		—		—		—		1,675		1,675		—		1,675
NOI from real estate operations	$	48,134	$	12,433	$	7,626	$	4,257	$	8,820	$	7,808	$	89,078	$	7,416	$	96,494
Additions to long-lived assets	$	7,057	$	4,639	$	—	$	1,201	$	8,566	$	—	$	21,463	$	4,567	$	26,030
Transfers from non-operating properties	$	983	$	95	$	51	$	1	$	63,025	$	58,405	$	122,560	$	102	$	122,662
Nine Months Ended September 30, 2024
Revenues from real estate operations	$	235,839	$	64,110	$	49,737	$	24,534	$	52,157	$	27,086	$	453,463	$	52,848	$	506,311
Property operating expenses	(80,456)		(27,444)		(26,645)		(11,343)		(17,976)		(4,588)		(168,452)		(30,585)		(199,037)
UJV NOI allocable to COPT Defense	—		—		—		—		—		5,319		5,319		—		5,319
NOI from real estate operations	$	155,383	$	36,666	$	23,092	$	13,191	$	34,181	$	27,817	$	290,330	$	22,263	$	312,593
Additions to long-lived assets	$	48,161	$	19,762	$	17,034	$	6,049	$	2,545	$	—	$	93,551	$	14,496	$	108,047
Transfers from non-operating properties	$	2,658	$	1,011	$	9	$	106	$	60,119	$	3,891	$	67,794	$	1,884	$	69,678
Segment assets at September 30, 2024	$	1,447,217	$	492,912	$	200,968	$	161,007	$	602,573	$	427,972	$	3,332,649	$	314,806	$	3,647,455
Nine Months Ended September 30, 2023
Revenues from real estate operations	$	215,303	$	60,003	$	49,393	$	24,233	$	40,160	$	19,790	$	408,882	$	54,359	$	463,241
Property operating expenses	(73,924)		(23,155)		(26,463)		(10,992)		(14,334)		(2,015)		(150,883)		(31,925)		(182,808)
UJV NOI allocable to COPT Defense	—		—		—		—		—		4,988		4,988		—		4,988
NOI from real estate operations	$	141,379	$	36,848	$	22,930	$	13,241	$	25,826	$	22,763	$	262,987	$	22,434	$	285,421
Additions to long-lived assets	$	42,838	$	14,994	$	62	$	2,269	$	17,339	$	—	$	77,502	$	12,572	$	90,074
Transfers from non-operating properties	$	11,392	$	582	$	96	$	2,651	$	81,352	$	63,653	$	159,726	$	129	$	159,855
Segment assets at September 30, 2023	$	1,397,107	$	486,561	$	190,344	$	163,630	$	548,201	$	380,366	$	3,166,209	$	310,828	$	3,477,037

The following table reconciles our segment revenues to total revenues as reported on our consolidated statements of operations (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Segment revenues from real estate operations	$	172,563	$	156,607	$	506,311	$	463,241
Construction contract and other service revenues	16,662		11,949		63,523		42,012

Total revenues	$	189,225	$	168,556	$	569,834	$	505,253

The following table reconciles UJV NOI allocable to COPT Defense to equity in income (loss) of unconsolidated entities as reported on our consolidated statements of operations (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
UJV NOI allocable to COPT Defense	$	1,844	$	1,675	$	5,319	$	4,988
Less: Income from UJV allocable to COPT Defense attributable to depreciation and amortization expense and interest expense	(1,759)		(1,743)		(5,139)		(5,006)
Add: Equity in loss of unconsolidated non-real estate entities	—		—		—		(3)
Equity in income (loss) of unconsolidated entities	$	85	$	(68)	$	180	$	(21)

As previously discussed, we provide real estate services such as property management, development and construction services primarily for our properties but also for third parties. The primary manner in which we evaluate the operating performance of our service activities is through a measure we define as net operating income from service operations (“NOI from service operations”), which is based on the net of revenues and expenses from these activities. Construction contract and other service revenues and expenses consist primarily of subcontracted costs that are reimbursed to us by the customer along with a management fee. The operating margins from these activities are small relative to the revenue. We believe NOI from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations. The table below sets forth the computation of our NOI from service operations (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Construction contract and other service revenues	$	16,662	$	11,949	$	63,523	$	42,012
Construction contract and other service expenses	(16,127)		(11,493)		(61,746)		(40,249)
NOI from service operations	$	535	$	456	$	1,777	$	1,763

The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to net income (loss) as reported on our consolidated statements of operations (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
NOI from real estate operations	$	105,526	$	96,494	$	312,593	$	285,421
NOI from service operations	535		456		1,777		1,763
Depreciation and other amortization associated with real estate operations	(38,307)		(37,620)		(114,819)		(112,215)
Impairment losses	—		(252,797)		—		(252,797)
General, administrative, leasing and other expenses	(11,416)		(10,576)		(35,195)		(31,424)
Interest expense	(20,376)		(17,798)		(61,760)		(50,759)
Interest and other income, net	3,324		2,529		10,330		6,928
Gain on sales of real estate	—		—		—		49,392


Equity in income (loss) of unconsolidated entities	85		(68)		180		(21)
UJV NOI allocable to COPT Defense included in equity in income (loss) of unconsolidated entities	(1,844)		(1,675)		(5,319)		(4,988)
Income tax expense	(130)		(152)		(312)		(467)


Net income (loss)	$	37,397	$	(221,207)	$	107,475	$	(109,167)

The following table reconciles our segment assets to our consolidated total assets (in thousands):


	September 30, 2024		September 30, 2023
Segment assets	$	3,647,455	$	3,477,037
Operating properties lease liabilities included in segment assets	34,012		33,360
Investment in UJV deficit balance included in segment assets	3,370		2,327
Non-operating property assets	314,729		324,168
Other assets	234,736		402,365
Total consolidated assets	$	4,234,302	$	4,239,257

The accounting policies of the segments are the same as those used to prepare our consolidated financial statements. In the segment reporting presented above, we did not allocate interest expense, depreciation and amortization, impairment losses, gain on sales of real estate and equity in income (loss) of unconsolidated entities not included in NOI to our real estate segments since they are not included in the measure of segment profit reviewed by management. We also did not allocate general, administrative, leasing and other expenses, interest and other income, net, income taxes and noncontrolling interests because these items represent general corporate or non-operating property items not attributable to segments.

13. Construction Contract and Other Service Revenues

We disaggregate in the table below our construction contract and other service revenues by compensation arrangement as we believe it best depicts the nature, timing and uncertainty of our revenue (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Construction contract revenue:
Firm fixed price	$	8,158	$	6,616	$	29,343	$	21,898
Guaranteed maximum price	6,318		2,817		28,410		11,561
Cost-plus fee	1,868		2,205		4,574		7,472
Other	318		311		1,196		1,081
	$	16,662	$	11,949	$	63,523	$	42,012

We recognized an insignificant amount of revenue in the three and nine months ended September 30, 2024 and 2023 from performance obligations satisfied (or partially satisfied) in previous periods.

Accounts receivable related to our construction contract services is included in accounts receivable, net on our consolidated balance sheets. The beginning and ending balances of accounts receivable related to our construction contracts were as follows (in thousands):


	For the Nine Months Ended September 30,
	2024		2023
Beginning balance	$	10,500	$	7,618
Ending balance	$	3,836	$	5,367

Contract assets are included in prepaid expenses and other assets, net on our consolidated balance sheets. The beginning and ending balances of our contract assets were as follows (in thousands):


	For the Nine Months Ended September 30,
	2024		2023
Beginning balance	$	15,086	$	22,331
Ending balance	$	22,540	$	8,356

Contract liabilities are included in other liabilities on our consolidated balance sheets. Changes in contract liabilities were as follows (in thousands):


	For the Nine Months Ended September 30,
	2024		2023
Beginning balance	$	4,176	$	2,867
Ending balance	$	2,536	$	3,938
Portion of beginning balance recognized in revenue during:
Three months ended September 30,	$	87	$	64
Nine months ended September 30,	$	2,198	$	164

Revenue allocated to the remaining performance obligations under existing contracts as of September 30, 2024 that will be recognized as revenue in future periods was $22.7 million, most of which we expect to recognize in the three months ending December 31, 2024.

We have no deferred incremental costs incurred to obtain or fulfill our construction contracts or other service revenues as of September 30, 2024 and December 31, 2023. Credit loss expense or recoveries on construction contracts receivable and unbilled construction revenue were insignificant for the periods reported herein.

14. Credit Losses on Financial Assets and Other Instruments

The table below sets forth the activity for our allowance for credit losses for the nine months ended September 30, 2024 and 2023 (in thousands):


	Investing Receivables		Tenant Notes Receivable (1)		Other Assets (2)		Total
December 31, 2023	$	2,377	$	666	$	153	$	3,196

Net credit loss expense (recoveries) (3)	490		57		(51)		496



September 30, 2024	$	2,867	$	723	$	102	$	3,692

December 31, 2022	$	2,794	$	778	$	268	$	3,840
Net credit loss expense (recoveries) (3)	829		(64)		(88)		677
Write-offs	—		(33)		—		(33)
September 30, 2023	$	3,623	$	681	$	180	$	4,484

(1)Included in the line entitled “accounts receivable, net” on our consolidated balance sheets.

(2)The balance as of September 30, 2024 and December 31, 2023 included $46,000 and $87,000, respectively, in the line entitled “accounts receivable, net” and $56,000 and $66,000, respectively, in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheets.

(3)Included in the line entitled “interest and other income, net” on our consolidated statements of operations.

The following table presents the amortized cost basis of our investing receivables, tenant notes receivable and sales-type lease receivables by credit risk classification, by origination year as of September 30, 2024 (in thousands):


	Origination Year
	2019 and Earlier		2020		2021		2022		2023		2024		Total
Investing receivables:
Credit risk classification:
Investment grade	$	69,247	$	2,656	$	10,623	$	—	$	632	$	—	$	83,158
Non-investment grade	—		—		—		3,245		—		—		3,245
Total	$	69,247	$	2,656	$	10,623	$	3,245	$	632	$	—	$	86,403


Tenant notes receivable:
Credit risk classification:
Investment grade	$	591	$	51	$	—	$	—	$	—	$	—	$	642
Non-investment grade	110		1,333		—		—		—		446		1,889
Total	$	701	$	1,384	$	—	$	—	$	—	$	446	$	2,531


Sales-type lease receivables:
Credit risk classification:
Investment grade	$	—	$	4,644	$	—	$	—	$	—	$	965	$	5,609

Our investment grade credit risk classification represents entities with investment grade credit ratings from ratings agencies (such as S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Ratings, Inc.), meaning that they are considered to have at least an adequate capacity to meet their financial commitments, with credit risk ranging from minimal to moderate. Our non-investment grade credit risk classification represents entities with either no credit agency credit ratings or ratings deemed to be sub-investment grade; we believe that there is significantly more credit risk associated with this classification. The credit risk classifications of our investing receivables and tenant notes receivable were last updated in September 2024.

An insignificant portion of the tenant notes receivable set forth above was past due, which we define as being delinquent by more than three months from the due date.

Tenant notes receivable on nonaccrual status as of September 30, 2024 and December 31, 2023 were not significant. We did not recognize any interest income on tenant notes receivable on nonaccrual status during the nine months ended September 30, 2024 and 2023.

15. Share-Based Compensation

Restricted Shares

The following table summarizes restricted shares activity under our share-based compensation plans for the nine months ended September 30, 2024:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	353,455	$	25.82
Granted	167,502	$	24.84
Forfeited	(20,980)	$	25.77
Vested	(152,642)	$	25.82
Unvested as of September 30, 2024	347,335	$	25.35

Restricted shares granted to employees generally vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. Restricted shares granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position.

The aggregate intrinsic value of restricted shares that vested was $3.7 million for the nine months ended September 30, 2024.

Profit Interest Units in CDPLP (“PIUs”)

We granted two forms of PIUs: time-based PIUs (“TB-PIUs”); and performance-based PIUs (“PB-PIUs”). TB-PIUs are subject to forfeiture restrictions until the end of the requisite service period, at which time the TB-PIUs automatically convert into vested PIUs. PB-PIUs are subject to a market condition in that the number of earned awards are determined at the end of the performance period (as described further below) and then settled in vested PIUs. Vested PIUs automatically convert into common units in CDPLP if, or when, a book-up event (as defined under federal income tax regulations) has occurred and carry substantially the same rights to distributions as common units.

TB-PIUs

The following table summarizes TB-PIUs activity under our share-based compensation plans for the nine months ended September 30, 2024:


	Number of TB-PIUs	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2023	194,415	$	25.76
Granted	127,795	$	24.57

Vested	(93,577)	$	25.63
Unvested as of September 30, 2024	228,633	$	25.15

TB-PIUs granted to senior management team members vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. TB-PIUs granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. Prior to vesting, TB-PIUs carry substantially the same rights to distributions as common units but carry no redemption rights.

The aggregate intrinsic value of TB-PIUs that vested was $2.3 million for the nine months ended September 30, 2024.

PB-PIUs

On January 1, 2024, we granted certain senior management team members 299,766 PB-PIUs with a three-year performance period concluding on the earlier of December 31, 2026 or the date of: (1) termination by us without cause, death or disability of the employee or constructive discharge of the employee (collectively, “qualified termination”); or (2) a sale event.

The number of earned awards following the end of the performance period will be determined based on the percentile rank of COPT Defense’s total shareholder return (“TSR”) relative to a peer group of companies, as set forth in the following schedule:


Percentile Rank						Earned PB-PIUs Payout %
75th or greater						100% of PB-PIUs granted
50th (target)						50% of PB-PIUs granted
25th						25% of PB-PIUs granted
Below 25th						0% of PB-PIUs granted

If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the percentage of the earned awards will be interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. If COPT’s TSR is negative when its TSR’s percentile rank exceeds the 50th percentile, then the earned PB-PIU payout percentage used to arrive at the earned awards would be reduced by 12.5 percentage points, but in no event to a payout percentage of less than 50% of PB-PIUs granted; however, the resulting reduction in earned awards would subsequently be deemed earned awards if COPT Defense’s TSR becomes positive on any date in the calendar year following the end of the performance period. In addition, regardless of COPT Defense’s TSR relative to the peer group, no less than 50% (target) of the PB-PIUs granted will be earned if COPT Defense’s TSR is at least 10% and no less than 25% of the PB-PIUs granted will be earned if COPT Defense’s TSR is at least 6%, with linear interpolation if COPT Defense’s TSR is between 6% and 10%.

During the performance period, PB-PIUs carry rights to distributions equal to 10% of the distribution rights of common units but carry no redemption rights.

Following the end of the performance period, we will settle the award by issuing vested PIUs equal to: the number of earned awards; and the excess, if any, of (1) the aggregate distributions that would have been paid with respect to vested PIUs issued in settlement of the earned awards through the date of settlement had such vested PIUs been issued on the grant date over (2) the aggregate distributions made on the PB-PIUs through the date of settlement, divided by the price of our common shares over a defined period of time. If a performance period ends due to a sale event or qualified termination, the number of earned awards is prorated based on the portion of the three-year performance period that has elapsed. If employment is terminated by the employee or by us for cause, all PB-PIUs are forfeited.

These PB-PIU grants had an aggregate grant date fair value of $5.4 million ($36.06 per target-level award associated with the grants) that is being recognized over the performance period. The grant date fair value was computed using a Monte Carlo model that included the following assumptions: baseline common share value of $25.63; expected volatility for common shares of 25.9%; and a risk-free interest rate of 4.13%.

Based on COPT Defense’s TSR relative to its peer group of companies, for the 2021 PB-PIUs issued to executives that vested on December 31, 2023, we issued 211,845 PIUs in settlement of the PB-PIUs on February 1, 2024.

Deferred Share Awards

During the nine months ended September 30, 2024, non-employee Trustees were granted 8,796 deferred share awards with an aggregate grant date fair value of $217,000 ($24.66 per award). Deferred share awards vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. We settle deferred share awards by issuing an equivalent number of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a Trustee).

16. Earnings Per Share (“EPS”)

We present both basic and diluted EPS. We compute basic EPS by dividing net income (loss) available to common shareholders allocable to unrestricted common shares by the weighted average number of unrestricted common shares outstanding during the period after allocating undistributed earnings between common shareholders and participating securities under the two-class method. Our participating securities include restricted shares and PIUs and deferred share awards not previously settled by common share issuances. Our computation of diluted EPS is similar except that:

>the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to redeemable noncontrolling interests and share-based compensation awards using the if-converted or treasury stock methods; and

>the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common shares that we add to the denominator.

We compute diluted EPS using the treasury stock method for unvested restricted shares, TB-PIUs and deferred share awards and the if-converted method for common units, redeemable noncontrolling interests, PB-PIUs and vested PIUs and deferred share awards not previously settled by common share issuances.

Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:


Net income (loss) attributable to common shareholders	$	36,085	$	(216,187)	$	103,808	$	(107,121)
Income attributable to share-based compensation awards for basic EPS	(127)		(992)		(385)		(1,093)
Numerator for basic EPS on net income (loss) attributable to common shareholders	35,958		(217,179)		103,423		(108,214)




Adjustment to income attributable to share-based compensation awards for diluted EPS	23		—		66		—
Numerator for diluted EPS on net income (loss) attributable to common shareholders	$	35,981	$	(217,179)	$	103,489	$	(108,214)





Denominator (all weighted averages):
Denominator for basic EPS (common shares)	112,314		112,196		112,279		112,170



Dilutive effect of share-based compensation awards	696		—		566		—
Denominator for diluted EPS (common shares)	113,010		112,196		112,845		112,170




Basic EPS attributable to common shareholders	$	0.32	$	(1.94)	$	0.92	$	(0.96)



Diluted EPS attributable to common shareholders	$	0.32	$	(1.94)	$	0.92	$	(0.96)

Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods (in thousands):


	Weighted Average Shares Excluded from Denominator
	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2024	2023	2024	2023
Conversion of common units	1,696	1,520	1,675	1,508
Conversion of redeemable noncontrolling interests	747	882	873	980

The following securities were also excluded from the computation of diluted EPS because their effect was antidilutive:

>weighted average restricted shares and deferred share awards for the three months ended September 30, 2024 and 2023 of 436,000 and 423,000, respectively, and for the nine months ended September 30, 2024 and 2023 of 433,000 and 411,000, respectively;

>weighted average TB-PIUs for the three months ended September 30, 2024 and 2023 of 229,000 and 171,000, respectively, and for the nine months ended September 30, 2024 and 2023 of 221,000 and 174,000, respectively;

>weighted average vested PIUs for the three months ended September 30, 2024 and 2023 of 223,000 and 170,000, respectively, and for the nine months ended September 30, 2024 and 2023 of 212,000 and 148,000, respectively; and

>weighted average PB-PIUs for the three months ended September 30, 2024 and 2023 of 718,000 and 608,000, respectively, and for the nine months ended September 30, 2024 and 2023 of 740,000 and 636,000, respectively.

Our 5.25% Notes have an exchange settlement feature under which the principal amount of notes exchanged is payable in cash, with the remainder of the exchange obligation, if any, as determined based on the exchange price per common share at the time of settlement, payable in cash, common shares or a combination thereof at our election. These notes did not affect our diluted EPS reported above since the weighted average closing price of our common shares for the three and nine months ended September 30, 2024 and 2023 was less than the exchange price applicable to that period.

17. Commitments and Contingencies

Litigation and Claims

In the normal course of business, we are subject to legal actions and other claims. We record losses for specific legal proceedings and claims when we determine that a loss is probable and the amount of loss can be reasonably estimated. As of September 30, 2024, management believes that it is reasonably possible that we could recognize a loss of up to $4.8 million for certain municipal tax claims; while we do not believe this loss would materially affect our financial position or liquidity, it could be material to our results of operations. Management believes that it is also reasonably possible that we could incur losses pursuant to other claims but do not believe such losses would materially affect our financial position, liquidity or results of operations. Our assessment of the potential outcomes of these matters involves significant judgment and is subject to change based on future developments.

Environmental

We are subject to various federal, state and local environmental regulations related to our property ownership and operations. We have performed environmental assessments of our properties, the results of which have not revealed any environmental liability that we believe would have a materially adverse effect on our financial position, operations or liquidity.

In connection with a lease and subsequent sale in 2008 and 2010 of three properties in Dayton, New Jersey, we agreed to provide certain environmental indemnifications limited to $19 million in the aggregate. We have insurance coverage in place to mitigate most of any potential future losses that may result from these indemnification agreements.

Tax Incremental Financing Obligation

Anne Arundel County, Maryland issued tax incremental financing bonds to third-party investors in order to finance public improvements needed in connection with our project known as the National Business Park. These bonds had a remaining principal balance of approximately $25 million as of September 30, 2024. The real estate taxes on increases in assessed values post-bond issuance of properties in development districts encompassing the National Business Park are transferred to a special fund pledged to the repayment of the bonds. While we are obligated to fund, through a special tax, any future shortfalls between debt service of the bonds and real estate taxes available to repay the bonds, as of September 30, 2024, we do not expect any such future fundings will be required.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

During the nine months ended September 30, 2024, we:

>finished the period with our portfolio 93.1% occupied and 94.8% leased;

>achieved a tenant retention rate of 84.3%, which was driven by strong leasing demand for space in our Defense/IT Portfolio; and

>expanded our Defense/IT Portfolio by acquiring:

>6841 Benjamin Franklin Drive, a 202,000 square foot property in Columbia, Maryland that was 56% leased, for a purchase price of $15.0 million on March 15, 2024;

>3900 Rogers Road, an 80,000 square foot property in San Antonio, Texas that was vacant on the acquisition date and subsequently leased in full, for a purchase price of $17.0 million on September 26, 2024; and

>365 acres of land near Des Moines, Iowa for $32.0 million on September 27, 2024 that we believe could be developed into approximately 3.3 million square feet of data center shell space.

We discuss significant factors contributing to changes in our net income or loss in the section below entitled “Results of Operations.” In addition, the section below entitled “Liquidity and Capital Resources” includes discussions of, among other things:

>how we expect to generate and obtain cash for short and long-term capital needs; and

>material cash requirements for known contractual and other obligations.

We refer to the measures “annualized rental revenue,” “tenant retention rate,” “investment space leasing” and “vacant space leasing” in this Quarterly Report on Form 10-Q. Annualized rental revenue is a measure that we use to evaluate the source of our rental revenue as of a point in time. It is computed by multiplying by 12 the sum of monthly contractual base rents and estimated monthly expense reimbursements under active leases as of a point in time (ignoring free rent then in effect and rent associated with tenant funded landlord assets). Our computation of annualized rental revenue excludes the effect of lease incentives. We consider annualized rental revenue to be a useful measure for analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue associated with periods in which lease terms were not in effect; historical revenue under generally accepted accounting principles in the United States of America (“GAAP”) does contain such fluctuations. We find the measure particularly useful for leasing, tenant, segment and industry analysis. Tenant retention rate is a measure we use that represents the percentage of square feet renewed in a period relative to the total square feet scheduled to expire in that period; we include the effect of early renewals in this measure. Investment space leasing represents vacant space leased within two years of the shell completion date for development properties or the acquisition date for operating property acquisitions. Vacant space leasing represents our vacated second-generation space leased and vacant space leased in development properties and operating property acquisitions after two years from such properties’ shell completion or acquisition date.

For operating portfolio square footage, occupancy and leasing statistics included below and elsewhere in this Quarterly Report on Form 10-Q, amounts disclosed include information pertaining to properties owned through unconsolidated real estate joint ventures.

You should refer to our consolidated financial statements and the notes thereto as you read this section.

This section contains “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995, that are based on our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “believe,” “anticipate,” “expect,” “estimate,” “plan” or other comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we can give no assurance that these expectations, estimates and projections will be achieved. Future events and actual results may differ materially from those discussed in the forward-looking statements. We caution readers that forward-looking statements reflect our opinion only as of the date on which they were made. You should not place undue reliance on forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

>general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability, property operating and construction costs, and property values;

>adverse changes in the real estate markets, including, among other things, increased competition with other companies;

>our ability to borrow on favorable terms;

>risks of property acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;

>risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our objectives;

>changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;

>potential impact of prolonged government shutdowns or budgetary reductions or impasses, such as a reduction of rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by existing or new tenants;

>potential additional costs, such as capital improvements, fees and penalties, associated with environmental laws or regulations;

>adverse changes resulting from other government actions and initiatives, such as changes in taxation, zoning laws or other regulations;

>our ability to satisfy and operate effectively under federal income tax rules relating to real estate investment trusts and partnerships;

>the dilutive effects of issuing additional common shares; and

>security breaches relating to cyber attacks, cyber intrusions or other factors, and other significant disruptions of our information technology networks and related systems.

We undertake no obligation to publicly update or supplement forward-looking statements.

Occupancy and Leasing

The tables below set forth occupancy information:


	September 30, 2024			December 31, 2023
Occupancy rates at period end
Total	93.1		%	94.2		%
Defense/IT Portfolio:
Fort Meade/BW Corridor	94.9		%	96.4		%
NoVA Defense/IT	90.5		%	88.9		%
Lackland Air Force Base	93.0		%	100.0		%
Navy Support	83.3		%	87.4		%
Redstone Arsenal	94.7		%	97.5		%
Data Center Shells	100.0		%	100.0		%
Total Defense/IT Portfolio	95.0		%	96.2		%

Other	73.4		%	73.2		%
Annualized rental revenue per occupied square foot at period end	$	35.37		$	34.14


	Rentable Square Feet	Occupied Square Feet
	(in thousands)
December 31, 2023	23,859	22,470
Vacated upon lease expiration (1)	—	(429)
Occupancy for new leases	—	376
Development placed in service	174	100
Acquisition	282	112

Other changes	1	(3)
September 30, 2024	24,316	22,626

(1)Includes lease terminations and space reductions occurring in connection with lease renewals.

During the nine months ended September 30, 2024, we leased 2.5 million square feet, including: 2.1 million square feet of renewal leasing (representing a tenant retention rate of 84.3%); 387,000 square feet of vacant space leasing; and 90,000 square feet of investment space leasing.

Results of Operations

We evaluate the operating performance of our properties using NOI from real estate operations, our segment performance measure, which includes: real estate revenues and property operating expenses; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate joint ventures (“UJV” or “UJVs”) that is allocable to our ownership interest (“UJV NOI allocable to COPT Defense”). The table below reconciles net income (loss), the most directly comparable GAAP measure, to NOI from real estate operations:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Net income (loss)	$	37,397	$	(221,207)	$	107,475	$	(109,167)
Construction contract and other service revenues	(16,662)		(11,949)		(63,523)		(42,012)
Depreciation and other amortization associated with real estate operations	38,307		37,620		114,819		112,215
Construction contract and other service expenses	16,127		11,493		61,746		40,249
Impairment losses	—		252,797		—		252,797
General, administrative, leasing and other expenses	11,416		10,576		35,195		31,424
Interest expense	20,376		17,798		61,760		50,759
Interest and other income, net	(3,324)		(2,529)		(10,330)		(6,928)
Gain on sales of real estate	—		—		—		(49,392)

Equity in (income) loss of unconsolidated entities	(85)		68		(180)		21
UJV NOI allocable to COPT Defense included in equity in income (loss) of unconsolidated entities	1,844		1,675		5,319		4,988
Income tax expense	130		152		312		467



NOI from real estate operations	$	105,526	$	96,494	$	312,593	$	285,421

We view our changes in NOI from real estate operations as being comprised of the following primary categories:

>Same Property, which we define as properties stably owned and 100% operational throughout the current and prior year reporting periods being compared;

>developed properties placed into service that were not 100% operational throughout the current and prior year reporting periods being compared;

>acquired properties; and

>disposed properties.

Our Same Property pool consisted of 189 properties, comprising 91.4% of our portfolio’s square footage as of September 30, 2024. This pool of properties changed from the pool used for purposes of comparing 2023 and 2022 in our 2023 Annual Report on Form 10-K due to the addition of seven properties placed in service and 100% operational on or before January 1, 2023 and two properties owned through a UJV that was formed in 2022.

In addition to owning properties, we provide construction management and other services. The primary manner in which we evaluate the operating performance of our construction management and other service activities is through a measure we define as NOI from service operations, which is based on the net of the revenues and expenses from these activities. The revenues and expenses from these activities consist primarily of subcontracted costs that are reimbursed to us by customers along with a management fee. The operating margins from these activities are small relative to the revenue. We believe NOI from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations.

Since both of the measures discussed above exclude certain items includable in net income or loss, reliance on these measures has limitations; management compensates for these limitations by using the measures simply as supplemental measures that are considered alongside other GAAP and non-GAAP measures. A reconciliation of NOI from real estate operations and NOI from service operations to net income (loss) reported on the consolidated statements of operations is provided in Note 12 to our consolidated financial statements.

Comparison of Statements of Operations for the Three Months Ended September 30, 2024 and 2023


	For the Three Months Ended September 30,
	2024		2023		Variance
	(in thousands)
Revenues
Revenues from real estate operations	$	172,563	$	156,607	$	15,956
Construction contract and other service revenues	16,662		11,949		4,713
Total revenues	189,225		168,556		20,669
Operating expenses
Property operating expenses	68,881		61,788		7,093
Depreciation and amortization associated with real estate operations	38,307		37,620		687
Construction contract and other service expenses	16,127		11,493		4,634
Impairment losses	—		252,797		(252,797)
General, administrative, leasing and other expenses	11,416		10,576		840
Total operating expenses	134,731		374,274		(239,543)
Interest expense	(20,376)		(17,798)		(2,578)
Interest and other income, net	3,324		2,529		795



Equity in income (loss) of unconsolidated entities	85		(68)		153
Income tax expense	(130)		(152)		22


Net income (loss)	$	37,397	$	(221,207)	$	258,604

NOI from Real Estate Operations


	For the Three Months Ended September 30,
	2024			2023			Variance
	(Dollars in thousands, except per square foot data)
Revenues
Same Property revenues
Lease revenue, excluding lease termination revenue and collectability recovery provisions	$	159,088		$	151,546		$	7,542
Lease termination revenue, net	931			748			183
Collectability loss provisions included in lease revenue	(25)			(13)			(12)
Other property revenue	1,987			1,308			679
Same Property total revenues	161,981			153,589			8,392
Developed properties placed in service	7,586			1,008			6,578
Acquired properties	953			—			953

Dispositions, net of retained interest in newly-formed UJVs	(4)			—			(4)
Other	2,047			2,010			37
	172,563			156,607			15,956
Property operating expenses
Same Property	(64,735)			(59,786)			(4,949)
Developed properties placed in service	(1,726)			(176)			(1,550)
Acquired properties	(501)			—			(501)

Dispositions, net of retained interest in newly-formed UJVs	(36)			(1)			(35)
Other	(1,883)			(1,825)			(58)
	(68,881)			(61,788)			(7,093)

UJV NOI allocable to COPT Defense
Same Property	1,405			1,236			169
Retained interest in newly-formed UJVs	439			439			—

	1,844			1,675			169

NOI from real estate operations
Same Property	98,651			95,039			3,612
Developed properties placed in service	5,860			832			5,028
Acquired properties	452			—			452

Dispositions, net of retained interest in newly-formed UJVs	399			438			(39)
Other	164			185			(21)
	$	105,526		$	96,494		$	9,032

Same Property NOI from real estate operations by segment
Defense/IT Portfolio	$	91,138		$	87,809		$	3,329
Other	7,513			7,230			283
	$	98,651		$	95,039		$	3,612

Same Property rent statistics
Average occupancy rate	93.6		%	93.5		%	0.1		%
Average straight-line rent per occupied square foot (1)	$	6.95		$	6.81		$	0.14

(1)Includes minimum base rents, net of abatements and lease incentives and excluding lease termination revenue, on a straight-line basis for the periods set forth above.

Regarding the changes in NOI from real estate operations reported above:

>the increase for our Same Property pool was due in large part to additional revenue in the current period resulting from increased rental and occupancy rates;

>developed properties placed in service reflects the effect of eight properties placed in service in 2023 and 2024;

>acquired properties includes two operating office properties acquired in 2024; and

>dispositions, net of retained interest in newly-formed UJVs reflects the effect of our sale of 90% of our interests in three data center shells in 2023.

NOI from Service Operations


	For the Three Months Ended September 30,
	2024		2023		Variance
	(in thousands)
Construction contract and other service revenues	$	16,662	$	11,949	$	4,713
Construction contract and other service expenses	(16,127)		(11,493)		(4,634)
NOI from service operations	$	535	$	456	$	79

Construction contract and other service revenues and expenses increased in the current period due to a higher volume of construction activity for one of our tenants. Construction contract activity is inherently subject to significant variability depending on the volume and nature of projects undertaken by us primarily on behalf of tenants. Service operations are an ancillary component of our overall operations that typically contribute an insignificant amount of income relative to our real estate operations.

Impairment Losses

As part of our closing process for the three months ended September 30, 2023, we conducted our quarterly review of our portfolio of long-lived assets to be held and used for indicators of impairment. As a result of this process, we shortened the expected holding periods for six operating properties in our Other segment and a parcel of land located in Baltimore, Maryland, Northern Virginia and Washington, D.C. We determined that the carrying amount of the properties would not likely be recovered from the undiscounted cash flows from the operations and sales of the properties over the shortened holding periods. Accordingly, we recognized impairment losses of $252.8 million on these properties during the period.

Interest Expense

Interest expense increased due primarily to additional interest associated with our 5.25% Notes that we issued in September 2023.

Interest and Other Income, Net

Interest and other income, net increased due primarily to interest income earned from a portion of the net proceeds from the 5.25% Notes issuance being invested in short-term interest-bearing money market accounts.

Comparison of Statements of Operations for the Nine Months Ended September 30, 2024 and 2023


	For the Nine Months Ended September 30,
	2024		2023		Variance
	(in thousands)
Revenues
Revenues from real estate operations	$	506,311	$	463,241	$	43,070
Construction contract and other service revenues	63,523		42,012		21,511
Total revenues	569,834		505,253		64,581
Operating expenses
Property operating expenses	199,037		182,808		16,229
Depreciation and amortization associated with real estate operations	114,819		112,215		2,604
Construction contract and other service expenses	61,746		40,249		21,497
Impairment losses	—		252,797		(252,797)
General, administrative, leasing and other expenses	35,195		31,424		3,771
Total operating expenses	410,797		619,493		(208,696)
Interest expense	(61,760)		(50,759)		(11,001)
Interest and other income, net	10,330		6,928		3,402
Gain on sales of real estate	—		49,392		(49,392)


Equity in income (loss) of unconsolidated entities	180		(21)		201
Income tax expense	(312)		(467)		155


Net income (loss)	$	107,475	$	(109,167)	$	216,642

NOI from Real Estate Operations


	For the Nine Months Ended September 30,
	2024			2023			Variance
	(Dollars in thousands, except per square foot data)
Revenues
Same Property revenues
Lease revenue, excluding lease termination revenue and collectability recovery (loss) provisions	$	469,139		$	449,934		$	19,205
Lease termination revenue, net	2,587			3,028			(441)
Collectability recovery (loss) provisions included in lease revenue	93			(1,013)			1,106
Other property revenue	4,628			3,635			993
Same Property total revenues	476,447			455,584			20,863
Developed properties placed in service	21,710			1,596			20,114
Acquired properties	2,087			—			2,087


Dispositions, net of retained interest in newly-formed UJVs	(4)			401			(405)
Other	6,071			5,660			411
	506,311			463,241			43,070
Property operating expenses
Same Property	(187,722)			(177,312)			(10,410)
Developed properties placed in service	(4,494)			(394)			(4,100)
Acquired properties	(1,194)			—			(1,194)


Dispositions, net of retained interest in newly-formed UJVs	(31)			(57)			26
Other	(5,596)			(5,045)			(551)
	(199,037)			(182,808)			(16,229)

UJV NOI allocable to CDP
Same Property	4,001			3,713			288
Retained interest in newly-formed UJVs	1,318			1,275			43

	5,319			4,988			331

NOI from real estate operations
Same Property	292,726			281,985			10,741
Developed properties placed in service	17,216			1,202			16,014
Acquired properties	893			—			893


Dispositions, net of retained interest in newly-formed UJVs	1,283			1,619			(336)
Other	475			615			(140)
	$	312,593		$	285,421		$	27,172

Same Property NOI from real estate operations by segment
Defense/IT Portfolio	$	270,938		$	260,167		$	10,771

Other	21,788			21,818			(30)
	$	292,726		$	281,985		$	10,741

Same Property rent statistics
Average occupancy rate	93.5		%	93.0		%	0.5		%
Average straight-line rent per occupied square foot (1)	$	20.70		$	20.33		$	0.37

(1)Includes minimum base rents, net of abatements and lease incentives and excluding lease termination revenue, on a straight-line basis for the periods set forth above.

Regarding the changes in NOI from real estate operations reported above, refer to our explanation for the three-month periods.

NOI from Service Operations


	For the Nine Months Ended September 30,
	2024		2023		Variance
	(in thousands)
Construction contract and other service revenues	$	63,523	$	42,012	$	21,511
Construction contract and other service expenses	(61,746)		(40,249)		(21,497)
NOI from service operations	$	1,777	$	1,763	$	14

Construction contract and other service revenue and expenses increased in the current period due primarily to a higher volume of construction activity for one of our tenants.

Impairment Losses

Refer to our explanation for the three-month periods.

General, Administrative, Leasing and Other Expenses

General, administrative, leasing and other expenses increased due in large part to higher compensation-related expenses in the current period.

Interest Expense

Refer to our explanation for the three-month periods.

Interest and Other Income, Net

Refer to our explanation for the three-month periods.

Gain on Sales of Real Estate

The gain on sales of real estate recognized in the prior period was due to our sale of a 90% interest in three data center shell properties.

Funds from Operations

Funds from operations (“FFO”) is defined as net income or loss computed using GAAP, excluding gains on sales and impairment losses of real estate and investments in UJVs (net of associated income tax) and real estate-related depreciation and amortization. FFO also includes adjustments to net income or loss for the effects of the items noted above pertaining to UJVs that were allocable to our ownership interest in the UJVs. We believe that we use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO, although others may interpret the definition differently and, accordingly, our presentation of FFO may differ from those of other REITs. We believe that FFO is useful to management and investors as a supplemental measure of operating performance because, by excluding gains on sales and impairment losses of real estate (net of associated income tax), and real estate-related depreciation and amortization, FFO can help one compare our operating performance between periods. In addition, since most equity REITs provide FFO information to the investment community, we believe that FFO is useful to investors as a supplemental measure for comparing our results to those of other equity REITs. We believe that net income or loss is the most directly comparable GAAP measure to FFO.

Since FFO excludes certain items includable in net income or loss, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in balance with other GAAP and non-GAAP measures. FFO is not necessarily an indication of our cash flow available to fund cash needs. Additionally, it should not be used as an alternative to net income or loss when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.

Basic FFO available to common share and common unit holders (“Basic FFO”) is FFO adjusted to subtract (1) preferred share dividends, (2) income attributable to noncontrolling interests through ownership of preferred units in the Operating Partnership or interests in other consolidated entities not owned by us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities and (4) Basic FFO allocable to share-based compensation awards. With these adjustments, Basic FFO represents FFO available to common shareholders and common unitholders. Common units in the Operating Partnership are substantially similar to our common shares and are exchangeable into common shares, subject to certain conditions. We believe that Basic FFO is useful to investors due to the close correlation of common units to common shares. We believe that net income or loss is the most directly comparable GAAP measure to Basic FFO. Basic FFO has

essentially the same limitations as FFO; management compensates for these limitations in essentially the same manner as described above for FFO.

Diluted FFO available to common share and common unit holders (“Diluted FFO”) is Basic FFO adjusted to add back any changes in Basic FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares. We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO per share, discussed below. We believe that net income or loss is the most directly comparable GAAP measure to Diluted FFO. Since Diluted FFO excludes certain items includable in the numerator to diluted EPS, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non-GAAP measures. Diluted FFO (which includes discontinued operations) is not necessarily an indication of our cash flow available to fund cash needs. Additionally, it should not be used as an alternative to net income or loss when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.

Diluted FFO available to common share and common unit holders, as adjusted for comparability is defined as Diluted FFO adjusted to exclude: operating property acquisition costs (for acquisitions classified as business combinations); gain or loss on early extinguishment of debt; FFO associated with properties that secured non-recourse debt on which we defaulted and, subsequently, extinguished, via conveyance of such properties (including property NOI, interest expense and gains on debt extinguishment); loss on interest rate derivatives; and executive transition costs associated with named executive officers. This measure also includes adjustments for the effects of the items noted above pertaining to UJVs that were allocable to our ownership interest in the UJVs. We believe this to be a useful supplemental measure alongside Diluted FFO as it excludes gains and losses from certain investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. We believe that net income or loss is the most directly comparable GAAP measure to this non-GAAP measure. This measure has essentially the same limitations as Diluted FFO, as well as the further limitation of not reflecting the effects of the excluded items; we compensate for these limitations in essentially the same manner as described above for Diluted FFO.

Diluted FFO per share is (1) Diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. We believe that Diluted FFO per share is useful to investors because it provides investors with a further context for evaluating our FFO results in the same manner that investors use earnings per share (“EPS”) in evaluating net income or loss available to common shareholders. In addition, since most equity REITs provide Diluted FFO per share information to the investment community, we believe that Diluted FFO per share is a useful supplemental measure for comparing us to other equity REITs. We believe that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share. Diluted FFO per share has most of the same limitations as Diluted FFO (described above); management compensates for these limitations in essentially the same manner as described above for Diluted FFO.

Diluted FFO per share, as adjusted for comparability is (1) Diluted FFO, as adjusted for comparability divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged. We believe that this measure is useful to investors because it provides investors with a further context for evaluating our FFO results. We believe this to be a useful supplemental measure alongside Diluted FFO per share as it excludes gains and losses from investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. We believe that diluted EPS is the most directly comparable GAAP measure to this per share measure. This measure has most of the same limitations as Diluted FFO (described above) as well as the further limitation of not reflecting the effects of the excluded items; we compensate for these limitations in essentially the same manner as described above for Diluted FFO.

The computations for all of the above measures on a diluted basis assume the conversion of common units in CDPLP but do not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase per share measures in a given period.

The table below sets forth the computation of the above stated measures, and provides reconciliations from the GAAP measures associated with such measures:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
	(Dollars and shares in thousands, except per share data)
Net income (loss)	$	37,397	$	(221,207)	$	107,475	$	(109,167)
Real estate-related depreciation and amortization	38,307		37,620		114,819		112,215
Impairment losses on real estate	—		252,797		—		252,797
Gain on sales of real estate	—		—		—		(49,392)
Depreciation and amortization on UJVs allocable to COPT Defense	756		806		2,311		2,412
FFO	76,460		70,016		224,605		208,865
FFO allocable to other noncontrolling interests	(985)		(1,059)		(2,805)		(3,006)
Basic FFO allocable to share-based compensation awards	(617)		(481)		(1,803)		(1,427)

Basic FFO available to common share and common unit holders	74,858		68,476		219,997		204,432

Redeemable noncontrolling interests	—		—		1,446		(58)
Diluted FFO adjustments allocable to share-based compensation awards	47		36		141		112
Diluted FFO available to common share and common unit holders	74,905		68,512		221,584		204,486






Executive transition costs	69		82		227		330
Diluted FFO comparability adjustments allocable to share-based compensation awards	—		(1)		(1)		(3)


Diluted FFO available to common share and common unit holders, as adjusted for comparability	$	74,974	$	68,593	$	221,810	$	204,813

Weighted average common shares	112,314		112,196		112,279		112,170
Conversion of weighted average common units	1,696		1,520		1,675		1,508
Weighted average common shares/units - Basic FFO per share	114,010		113,716		113,954		113,678
Dilutive effect of share-based compensation awards	696		429		566		422


Redeemable noncontrolling interests	—		—		873		51



Weighted average common shares/units - Diluted FFO per share and as adjusted for comparability	114,706		114,145		115,393		114,151

Diluted EPS	$	0.32	$	(1.94)	$	0.92	$	(0.96)
Diluted FFO per share	$	0.65	$	0.60	$	1.92	$	1.79
Diluted FFO per share, as adjusted for comparability	$	0.65	$	0.60	$	1.92	$	1.79

Denominator for diluted EPS	113,010		112,196		112,845		112,170
Weighted average common units	1,696		1,520		1,675		1,508
Redeemable noncontrolling interests	—		—		873		51

Dilutive effect of additional share-based compensation awards	—		429		—		422



Denominator for diluted FFO per share and as adjusted for comparability	114,706		114,145		115,393		114,151

Property Additions

The table below sets forth the major components of our additions to properties for the nine months ended September 30, 2024 (in thousands):


Development	$	123,867
Tenant improvements on operating properties (1)	37,478
Capital improvements on operating properties	17,352
Acquisition of operating properties (2)	24,996
	$	203,693

(1)Tenant improvement costs incurred on newly-developed properties are classified in this table as development.

(2)Excludes intangible assets associated with the acquisition.

Cash Flows

Net cash flow from operating activities increased $20.2 million when comparing the nine months ended September 30, 2024 and 2023 due primarily to the effects of increased cash flow from real estate operations resulting from the growth of our operating portfolio, which was partially offset by higher cash paid for interest expense due in large part to our 5.25% Notes issued in September 2023.

Net cash flow used in investing activities increased $127.3 million when comparing the nine months ended September 30, 2024 and 2023 due primarily to proceeds from properties sold in the prior period (which included our sale of a 90% interest in three data center shells), which was partially offset by decreased cash paid for properties in development or held for future development.

Net cash flow used in financing activities in the nine months ended September 30, 2024 was $134.5 million, and included primarily the following:

>repayments of debt borrowings during the period of $29.5 million; and

>dividends to common shareholders of $98.6 million.

Net cash flow provided by financing activities in the nine months ended September 30, 2023 was $81.0 million, and included primarily the following:

>net proceeds of debt borrowings during the period of $182.2 million, which included the net effect of our issuance of the 5.25% Notes and a net paydown of borrowings under our Revolving Credit Facility using proceeds from the notes issuance and from property sales; and

>dividends to common shareholders of $95.1 million.

Supplemental Guarantor Information

As of September 30, 2024, CDPLP had several series of unsecured senior notes outstanding that were issued in transactions registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. These notes are CDPLP’s direct, senior unsecured and unsubordinated obligations and rank equally in right of payment with all of CDPLP’s existing and future senior unsecured and unsubordinated indebtedness. However, these notes are effectively subordinated in right of payment to CDPLP’s existing and future secured indebtedness. The notes are also effectively subordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of CDPLP's subsidiaries. COPT Defense fully and unconditionally guarantees CDPLP’s obligations under these notes. COPT Defense’s guarantees of these notes are senior unsecured obligations that rank equally in right of payment with other senior unsecured obligations of, or guarantees by, COPT Defense. COPT Defense itself does not hold any indebtedness, and its only material asset is its investment in CDPLP.

As permitted under Rule 13-01(a)(4)(vi), we do not provide summarized financial information for the Operating Partnership since: the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company; and we believe that inclusion of such summarized financial information would be repetitive and not provide incremental value to investors.

Liquidity and Capital Resources

As of September 30, 2024, we had $34.5 million in cash and cash equivalents.

We have a Revolving Credit Facility with a maximum borrowing capacity of $600.0 million. We use this facility to initially fund most of the cash requirements from our investing activities, including property development and acquisition costs, as well as certain debt balloon payments due upon maturity. We then subsequently pay down the facility using cash available from

operations and proceeds from financing and/or investing activities, such as long-term borrowings, equity issuances and sales of interests in properties. The facility matures in October 2026 and may be extended by two six-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.0625% of the total availability under the facility for each extension period. Our available borrowing capacity under the facility totaled $525.0 million as of September 30, 2024.

Our senior unsecured debt is rated investment grade, with stable outlooks, by the three major rating agencies. We aim to maintain an investment grade rating to enable us to use debt comprised of unsecured, primarily fixed-rate debt (including the effect of interest rate swaps) from public markets and banks. We also use secured nonrecourse debt from institutional lenders and banks primarily for joint venture financings. In addition, we periodically raise equity when we access the public equity markets by issuing common shares and, to a lesser extent, preferred shares.

We have a program in place under which we may offer and sell common shares in at-the-market stock offerings having an aggregate gross sales price of up to $300 million. Under this program, we may also, at our discretion, sell common shares under forward equity sales agreements. The use of a forward equity sales agreement would enable us to lock in a price on a sale of common shares when the agreement is executed but defer issuing the shares and receiving the sale proceeds until a later date.

We believe that our liquidity and capital resources are adequate for our near-term and longer-term requirements without necessitating property sales. However, we may dispose of interests in properties opportunistically or when market conditions otherwise warrant.

Our material cash requirements, including contractual and other obligations, include:

>property operating expenses, including future lease obligations from us as a lessee;

>construction contract expenses;

>general, administrative, leasing and other expenses;

>debt service, including interest expense;

>property development costs;

>tenant and capital improvements and leasing costs for operating properties (expected to total approximately $35 million during the remainder of 2024);

>debt balloon payments due upon maturity; and

>dividends to our shareholders.

We expect to use cash flow from operations during the remainder of 2024 and annually thereafter for the foreseeable future to fund all of these cash requirements except for debt balloon payments due upon maturity and a portion of property development costs, the fundings for which are discussed below.

During the remainder of 2024, we expect to spend $55 million to $65 million on costs for properties actively under development, most of which was contractually obligated as of September 30, 2024, and had no debt balloon payments maturing. In addition, we expect to continue to actively develop additional properties. We expect to fund these costs using, in part, available cash flow from operations and any excess available cash and cash equivalents, with the balance funded using borrowings under our Revolving Credit Facility, at least initially.

Beyond 2024, we expect to continue to actively develop properties and also could opportunistically acquire operating properties. We expect to fund these activities using, in part, available cash flow from operations, with the balance funded primarily using borrowings under our Revolving Credit Facility, at least initially.

We provide disclosure in our consolidated financial statements on our future lessee obligations (expected to be funded primarily by cash flow from operations) in Note 5 and future debt obligations (expected to be refinanced by new debt borrowings or funded by future equity issuances and/or sales of interests in properties) in Note 8.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants, including maximum leverage ratio, unencumbered leverage ratio, minimum net worth, minimum fixed charge coverage, minimum unencumbered interest coverage ratio, minimum debt service and maximum secured indebtedness ratio. As of September 30, 2024, we were compliant with these covenants.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable-rate debt to the extent we do not have interest rate swaps in place to hedge the effect of such rate increases. Increases in interest rates can also result in increased interest expense when our fixed-rate debt matures and needs to be refinanced.

The following table sets forth as of September 30, 2024 our debt obligations and weighted average interest rates on debt maturing each year (dollars in thousands):


	For the Periods Ending December 31,
	2024		2025		2026		2027		2028		Thereafter		Total
Debt:
Fixed rate debt (1)	$	320	$	1,302	$	436,140	$	—	$	345,000	$	1,400,000	$	2,182,762
Weighted average interest rate	3.22%		3.23%		2.38%		—%		5.25%		2.58%		2.96%
Variable rate debt (2)	$	135	$	22,415	$	210,160	$	—	$	—	$	—	$	232,710
Weighted average interest rate (3)	6.85%		6.90%		6.52%		—%		—%		—%		6.56%

(1)Represents principal maturities only and therefore excludes net discounts and deferred financing costs of $24.6 million.

(2)As of September 30, 2024, maturities in 2026 included $75.0 million that may be extended to 2027 and $125.0 million that may be extended to 2028, both subject to certain conditions.

(3)The amounts reflected above used interest rates as of September 30, 2024 for variable-rate debt.

The fair value of our debt was $2.2 billion as of September 30, 2024. If interest rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $77 million as of September 30, 2024.

See Note 9 to our consolidated financial statements for information pertaining to interest rate swap contracts in place as of September 30, 2024 and their respective fair values.

Based on our variable-rate debt balances, including the effect of interest rate swap contracts, our interest expense would not have changed in the nine months ended September 30, 2024 if the applicable variable index rate was 1% higher.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2024 were functioning effectively to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any material litigation nor, to our knowledge, is any material litigation currently threatened against us (other than routine litigation arising in the ordinary course of business, substantially all of which is expected to be covered by liability insurance).

Item 1A. Risk Factors

There have been no material changes to the risk factors included in our 2023 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) During the three months ended September 30, 2024, we issued 40,000 common shares in exchange for 40,000 CDPLP common units in accordance with CDPLP’s Third Amended and Restated Limited Partnership Agreement, as amended. The issuance of these common shares was effected in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

(b) Not applicable

Item 3. Defaults Upon Senior Securities

(a) Not applicable

(b) Not applicable

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable

(b) Not applicable

During the quarter ended September 30, 2024, none of our trustees or executive officers entered into, modified, terminated or had in place contracts, instructions or written plans for the sale or purchase of our securities that (i) were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or (ii) qualified as non-Rule 10b5-1 trading arrangements (as that term is defined in Item 408 S-K under the Exchange Act).

Item 6. Exhibits

(a) Exhibits.


EXHIBIT NO.						DESCRIPTION
22.1						List of Subsidiary Issuers and Guaranteed Securities (filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

31.1						Certification of the Chief Executive Officer of COPT Defense Properties required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).

31.2						Certification of the Chief Financial Officer of COPT Defense Properties required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).

32.1						Certification of the Chief Executive Officer of COPT Defense Properties required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith).

32.2						Certification of the Chief Financial Officer of COPT Defense Properties required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended). (Furnished herewith).

101.INS						XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document (filed herewith).

101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.LAB						Inline XBRL Extension Labels Linkbase (filed herewith).

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			COPT DEFENSE PROPERTIES

Date:	November 4, 2024	By:	/s/ Stephen E. Budorick
			Stephen E. Budorick
			President and Chief Executive Officer


Date:	November 4, 2024	By:	/s/ Anthony Mifsud
			Anthony Mifsud
			Executive Vice President and Chief Financial Officer