| Earnings Per Share (“EPS”) and Earnings Per Unit (“EPU”) |
Earnings Per Share (“EPS”) and Earnings Per Unit (“EPU”)
COPT and Subsidiaries EPS
We present both basic and diluted EPS. We compute basic EPS by dividing net income available to common shareholders allocable to unrestricted common shares under the two-class method by the weighted average number of unrestricted common shares outstanding during the period. Our computation of diluted EPS is similar except that:
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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 our common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to share-based compensation using the treasury stock or if-converted methods; and |
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• |
the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common shares that we added to the denominator. |
Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data):
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
Numerator: |
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
$ |
(276 |
) |
|
$ |
(32,212 |
) |
|
$ |
8,783 |
|
|
$ |
(10,100 |
) |
Gain on sales of real estate, net |
— |
|
|
— |
|
|
2,683 |
|
|
21 |
|
Preferred share dividends |
(4,490 |
) |
|
(6,546 |
) |
|
(15,481 |
) |
|
(14,738 |
) |
Issuance costs associated with redeemed preferred shares |
— |
|
|
(1,827 |
) |
|
(2,904 |
) |
|
(1,827 |
) |
(Loss) income from continuing operations attributable to noncontrolling interests |
(990 |
) |
|
2,249 |
|
|
(2,139 |
) |
|
1,710 |
|
Income from continuing operations attributable to restricted shares |
(97 |
) |
|
(111 |
) |
|
(317 |
) |
|
(357 |
) |
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders |
$ |
(5,853 |
) |
|
$ |
(38,447 |
) |
|
$ |
(9,375 |
) |
|
$ |
(25,291 |
) |
Discontinued operations |
(1,724 |
) |
|
11,447 |
|
|
(2,594 |
) |
|
11,410 |
|
Discontinued operations attributable to noncontrolling interests |
26 |
|
|
(646 |
) |
|
(42 |
) |
|
(603 |
) |
Numerator for basic and diluted EPS on net (loss) income attributable to COPT common shareholders |
$ |
(7,551 |
) |
|
$ |
(27,646 |
) |
|
$ |
(12,011 |
) |
|
$ |
(14,484 |
) |
Denominator for basic and diluted EPS (common shares) |
86,760 |
|
|
71,688 |
|
|
84,547 |
|
|
71,590 |
|
Basic EPS: |
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|
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|
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|
Loss from continuing operations attributable to COPT common shareholders |
$ |
(0.07 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.35 |
) |
Discontinued operations attributable to COPT common shareholders |
(0.02 |
) |
|
0.15 |
|
|
(0.03 |
) |
|
0.15 |
|
Net loss attributable to COPT common shareholders |
$ |
(0.09 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.20 |
) |
Diluted EPS: |
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|
|
|
|
|
|
|
Loss from continuing operations attributable to COPT common shareholders |
$ |
(0.07 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.35 |
) |
Discontinued operations attributable to COPT common shareholders |
(0.02 |
) |
|
0.15 |
|
|
(0.03 |
) |
|
0.15 |
|
Net loss attributable to COPT common shareholders |
$ |
(0.09 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.20 |
) |
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):
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Weighted Average Shares Excluded from Denominator |
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
Conversion of common units |
3,804 |
|
|
4,233 |
|
|
3,832 |
|
|
4,256 |
|
Conversion of Series I Preferred Units |
176 |
|
|
176 |
|
|
176 |
|
|
176 |
|
Conversion of Series K Preferred Shares |
434 |
|
|
434 |
|
|
434 |
|
|
434 |
|
The following share-based compensation securities were excluded from the computation of diluted EPS because their effect was antidilutive:
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• |
weighted average restricted shares for the three months ended September 30, 2013 and 2012 of 377,000 and 420,000, respectively, and for the nine months ended September 30, 2013 and 2012 of 388,000 and 475,000, respectively; and
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• |
weighted average options for the three months ended September 30, 2013 and 2012 of 613,000 and 752,000, respectively, and for the nine months ended September 30, 2013 and 2012 of 571,000 and 780,000, respectively.
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As discussed in Note 8, we have outstanding senior notes that have an exchange settlement feature but did not affect our diluted EPS reported above since the weighted average closing price of our common shares during each of the periods was less than the exchange prices per common share applicable for such periods.
COPLP and Subsidiaries EPU
We present both basic and diluted EPU. We compute basic EPU by dividing net income available to common unitholders allocable to unrestricted common units under the two-class method by the weighted average number of unrestricted common units outstanding during the period. Our computation of diluted EPU is similar except that:
|
|
• |
the denominator is increased to include: (1) the weighted average number of potential additional common units that would have been outstanding if securities that are convertible into our common units were converted; and (2) the effect of dilutive potential common units outstanding during the period attributable to share-based compensation using the treasury stock or if-converted methods; and |
|
|
• |
the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common units that we added to the denominator. |
Summaries of the numerator and denominator for purposes of basic and diluted EPU calculations are set forth below (in thousands, except per unit data):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
Numerator: |
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
$ |
(276 |
) |
|
$ |
(32,212 |
) |
|
$ |
8,783 |
|
|
$ |
(10,100 |
) |
Gain on sales of real estate, net |
— |
|
|
— |
|
|
2,683 |
|
|
21 |
|
Preferred unit distributions |
(4,655 |
) |
|
(6,711 |
) |
|
(15,976 |
) |
|
(15,233 |
) |
Issuance costs associated with redeemed preferred units |
— |
|
|
(1,827 |
) |
|
(2,904 |
) |
|
(1,827 |
) |
(Loss) income from continuing operations attributable to noncontrolling interests |
(986 |
) |
|
243 |
|
|
(2,025 |
) |
|
829 |
|
Income from continuing operations attributable to restricted units |
(97 |
) |
|
(111 |
) |
|
(317 |
) |
|
(357 |
) |
Numerator for basic and diluted EPU from continuing operations attributable to COPLP common unitholders |
$ |
(6,014 |
) |
|
$ |
(40,618 |
) |
|
$ |
(9,756 |
) |
|
$ |
(26,667 |
) |
Discontinued operations |
(1,724 |
) |
|
11,447 |
|
|
(2,594 |
) |
|
11,410 |
|
Discontinued operations attributable to noncontrolling interests |
(49 |
) |
|
(647 |
) |
|
(147 |
) |
|
(662 |
) |
Numerator for basic and diluted EPU on net income attributable to COPLP common unitholders |
$ |
(7,787 |
) |
|
$ |
(29,818 |
) |
|
$ |
(12,497 |
) |
|
$ |
(15,919 |
) |
|
|
|
|
|
|
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|
Denominator for basic and diluted EPU (common units) |
90,564 |
|
|
75,921 |
|
|
88,379 |
|
|
75,846 |
|
Basic EPU: |
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|
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Loss from continuing operations attributable to COPLP common unitholders |
$ |
(0.07 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.35 |
) |
Discontinued operations attributable to COPLP common unitholders |
(0.02 |
) |
|
0.15 |
|
|
(0.03 |
) |
|
0.14 |
|
Net loss attributable to COPLP common unitholders |
$ |
(0.09 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.21 |
) |
Diluted EPU: |
|
|
|
|
|
|
|
|
|
Loss from continuing operations attributable to COPLP common unitholders |
$ |
(0.07 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.35 |
) |
Discontinued operations attributable to COPLP common unitholders |
(0.02 |
) |
|
0.15 |
|
|
(0.03 |
) |
|
0.14 |
|
Net loss attributable to COPLP common unitholders |
$ |
(0.09 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.14 |
) |
|
$ |
(0.21 |
) |
Our diluted EPU computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPU for the respective periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Units Excluded from Denominator |
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2012 |
|
2011 |
|
2013 |
|
2012 |
Conversion of Series I Preferred Units |
176 |
|
|
176 |
|
|
176 |
|
|
176 |
|
Conversion of Series K Preferred Units |
434 |
|
|
434 |
|
|
434 |
|
|
434 |
|
The following share-based compensation securities were excluded from the computation of diluted EPU because their effect was antidilutive:
|
|
• |
weighted average restricted units for the three months ended September 30, 2013 and 2012 of 377,000 and 420,000, respectively, and for the nine months ended September 30, 2013 and 2012 of 388,000 and 475,000, respectively; and
|
|
|
• |
weighted average options for the three months ended September 30, 2013 and 2012 of 613,000 and 752,0000, respectively, and for the nine months ended September 30, 2013 and 2012 of 571,000 and 780,000, respectively.
|
As discussed in Note 8, we have outstanding senior notes that have an exchange settlement feature but did not affect our diluted EPU reported above since the weighted average closing price of COPT’s common shares during each of the periods was less than the exchange prices per common share applicable for such periods.
|