COPT Defense Properties Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Earnings Per Share ("EPS")

Earnings Per Share ("EPS")

9 Months Ended

Sep. 30, 2024

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.