COPT Defense Reports Strong Second Quarter 2024 Results

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Jul 29, 2024

COPT Defense Properties (“COPT Defense” or the “Company”) (NYSE: CDP) announced results for the second quarter ended June 30, 2024.

Management Comments

Stephen E. Budorick, COPT Defense’s President & Chief Executive Officer, commented, “Our Defense/IT investment strategy, which concentrates our portfolio near priority U.S. defense installations, continued to generate strong results during the second quarter, with FFO per share exceeding the midpoint of our guidance range. Based on this outperformance, and our forecast for the remainder of the year, we increased the midpoint of 2024 FFO per share guidance by $0.02 to $2.56, which implies nearly 6% year-over-year growth. This marks our second increase for the year and a total of $0.05 of outperformance compared to our initial guidance. The growth off the midpoint of our 2024 FFO per share guidance is one of the highest growth rates in the Nareit-defined Office REIT sector, and ranks in the 75th percentile for the entire REIT sector.

We are exceeding our plan in several areas and raised 2024 guidance on a group of key metrics. We increased the midpoint of 2024 guidance for same property cash NOI growth by 150 basis points to 8%, increased same property year-end occupancy by 25 basis points to 93.75%, and increased tenant retention by 250 basis points to 82.5%.

During the quarter, the year-over-year increase in same property cash NOI for our Total Portfolio was the highest level in over a decade, while the increase in our Defense/IT Portfolio was the highest level since we began reporting the segment.

Taken together, our solid performance during the first half of 2024, coupled with our strong full year outlook, illustrates the strength of demand we are seeing in our portfolio for tenants serving priority defense missions. Looking forward, we continue to anticipate compound annual FFO per share growth of at least 4% between 2023 and 2026.”

Financial Highlights

2nd Quarter Financial Results:

  • Diluted earnings per share (“EPS”) was $0.31 for the quarter ended June 30, 2024, compared to $0.27 for the quarter ended June 30, 2023.
  • Diluted funds from operations per share (“FFOPS”), as calculated in accordance with Nareit’s definition and as adjusted for comparability, was $0.64 for the quarter ended June 30, 2024, compared to $0.60 for the quarter ended June 30, 2023.

Operating Performance Highlights

Operating Portfolio Summary:

  • At June 30, 2024, the Company’s 24.1 million square foot Total Portfolio was 93.6% occupied and 94.9% leased, which includes the 22.0 million square foot Defense/IT Portfolio that was 95.5% occupied and 96.7% leased.

Same Property Performance:

  • At June 30, 2024, the Company’s 22.2 million square foot same property portfolio was 93.5% occupied and 95.0% leased.
  • The Company’s same property cash NOI increased 10.9% for the three months ended June 30, 2024 compared to the same period in 2023.

Leasing:

  • Total Square Feet Leased: For the quarter ended June 30, 2024, the Company leased 985,000 square feet, including 881,000 square feet of renewals and 104,000 square feet of vacancy leasing. For the six months ended June 30, 2024, the Company executed 1.7 million square feet of total leasing, including 1.4 million square feet of renewals, 264,000 square feet of vacancy leasing, and 10,000 square feet in development projects.
  • Tenant Retention Rates: During the quarter ended June 30, 2024, the Company renewed 86.3% of expiring square feet in its Total Portfolio and 87.4% in its Defense/IT Portfolio. During the six months ended June 30, 2024, the Company renewed 82.9% of expiring square feet in its Total Portfolio and 85.7% in its Defense/IT Portfolio.
  • Rent Spreads & Average Escalations on Renewing Leases: For the quarter and six months ended June 30, 2024, straight-line rents on renewals increased 7.7% and 6.4%, respectively, and cash rents on renewed space increased 0.6% and decreased 0.4%, respectively, while annual escalations on renewing leases averaged 2.2% and 2.3%, respectively.
  • Lease Terms: In the quarter ended June 30, 2024, lease terms averaged 3.9 years on renewing leases and 8.1 years on vacancy leasing. For the six months ended June 30, 2024, lease terms averaged 4.0 years on renewing leases, 8.2 years on vacancy leasing, and 5.3 years on development leasing.

Investment Activity Highlights

  • Development Pipeline: The Company’s development pipeline consists of six properties totaling 959,000 square feet that were 74% leased as of June 30, 2024. These projects represent a total estimated investment of $381.4 million, of which $119.0 million has been spent.

Balance Sheet and Capital Transaction Highlights

  • For the quarter ended June 30, 2024, the Company’s adjusted EBITDA fixed charge coverage ratio was 4.7x.
  • At June 30, 2024, the Company’s net debt to in-place adjusted EBITDA ratio was 6.0x and its net debt adjusted for fully-leased development to in-place adjusted EBITDA ratio was 5.9x.
  • At June 30, 2024, and including the effect of interest rate swaps, the Company’s weighted average effective interest rate on its consolidated debt portfolio was 3.3% with a weighted average maturity of 5.2 years, and 100% of the Company’s debt was subject to fixed interest rates.

Associated Supplemental Presentation

Prior to the call, the Company will post a slide presentation to accompany management’s prepared remarks for its second quarter 2024 conference call; the presentation can be viewed and downloaded from the ‘Financial Info – Financial Results’ section of COPT Defense’s Investors website: https://investors.copt.com/financial-information/financial-results

2024 Guidance

Management is revising its full-year guidance for diluted EPS and diluted FFOPS, per Nareit and as adjusted for comparability, from the prior range of $1.19-$1.25, and $2.51-$2.57, respectively, to new ranges of $1.22-$1.26, and $2.54-$2.58, respectively. Management is establishing third quarter guidance for diluted EPS and diluted FFOPS per Nareit and as adjusted for comparability at $0.30-$0.32 and $0.63-$0.65, respectively. Reconciliations of projected diluted EPS to projected diluted FFOPS, in accordance with Nareit and as adjusted for comparability are as follows:

Reconciliation of Diluted EPS to FFOPS, per Nareit,

and As Adjusted for Comparability

Quarter Ending

September 30, 2024

Year Ending

December 31, 2024

Low

High

Low

High

Diluted EPS

$

0.30

$

0.32

$

1.22

$

1.26

Real estate-related depreciation and amortization

0.33

0.33

1.32

1.32

Diluted FFOPS, Nareit definition and as adjusted for comparability

$

0.63

$

0.65

$

2.54

$

2.58

Conference Call Information

Management will discuss second quarter 2024 results on its conference call tomorrow at 12:00 p.m. Eastern Time, details of which are listed below:

Conference Call Date:

Tuesday, July 30, 2024

Time:

12:00 p.m. Eastern Time

Participants must register for the conference call at the link below to receive the dial-in number and personal pin. Registering only takes a few moments and provides direct access to the conference call without waiting for an operator. You may register at any time, including up to and after the call start time: https://register.vevent.com/register/BI51bd912e5a264e098e9d8c72a60cdb2c

The conference call will also be available via live webcast in the ‘News & Events – IR Calendar’ section of COPT Defense’s Investors website: https://investors.copt.com/news-events/ir-calendar

Replay Information

A replay of the conference call will be immediately available via webcast only on COPT Defense’s Investors website and will be maintained on the website for approximately 90 days after the conference call.

Definitions

For definitions of certain terms used in this press release, please refer to the information furnished in the Company’s Supplemental Information Package furnished on a Form 8-K which can be found on its website (www.copt.com). Reconciliations of non-GAAP measures to the most directly comparable GAAP measures are included in the attached tables.

About COPT Defense

COPT Defense, an S&P MidCap 400 Company, is a self-managed REIT focused on owning, operating and developing properties in locations proximate to, or sometimes containing, key U.S. Government (“USG”) defense installations and missions (referred to as its Defense/IT Portfolio). The Company’s 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 June 30, 2024, the Company’s Defense/IT Portfolio of 193 properties, including 24 owned through unconsolidated joint ventures, encompassed 22.0 million square feet and was 96.7% leased.

Forward-Looking Information

This press release may contain “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on the Company’s current expectations, estimates and projections about future events and financial trends affecting the Company. 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 the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, the Company 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 and the Company undertakes no obligation to update or supplement any forward-looking statements.

The areas of risk that may affect these expectations, estimates and projections include, but are not limited to, those risks described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Source: COPT Defense Properties

COPT Defense Properties

Summary Financial Data

(unaudited)

(in thousands)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2024

2023

2024

2023

Revenues

Lease revenue

$

165,619

$

153,682

$

331,052

$

304,242

Other property revenue

1,466

1,271

2,696

2,392

Construction contract and other service revenues

20,258

14,243

46,861

30,063

Total revenues

187,343

169,196

380,609

336,697

Operating expenses

Property operating expenses

63,410

61,600

130,156

121,020

Depreciation and amortization associated with real estate operations

38,161

37,600

76,512

74,595

Construction contract and other service expenses

19,612

13,555

45,619

28,756

General and administrative expenses

8,591

7,287

16,969

15,283

Leasing expenses

2,462

2,345

4,649

4,344

Business development expenses and land carry costs

979

726

2,161

1,221

Total operating expenses

133,215

123,113

276,066

245,219

Interest expense

(20,617

)

(16,519

)

(41,384

)

(32,961

)

Interest and other income, net

2,884

2,143

7,006

4,399

Gain on sales of real estate

14

49,392

Income before equity in income of unconsolidated entities and income taxes

36,395

31,721

70,165

112,308

Equity in income of unconsolidated entities

26

111

95

47

Income tax expense

(14

)

(190

)

(182

)

(315

)

Net income

36,407

31,642

70,078

112,040

Net income attributable to noncontrolling interests:

Common units in the Operating Partnership (“OP”)

(694

)

(516

)

(1,302

)

(1,809

)

Other consolidated entities

(599

)

(839

)

(1,053

)

(1,165

)

Net income attributable to common shareholders

$

35,114

$

30,287

$

67,723

$

109,066

Earnings per share (“EPS”) computation:

Numerator for diluted EPS:

Net income attributable to common shareholders

$

35,114

$

30,287

$

67,723

$

109,066

Amount allocable to share-based compensation awards

(92

)

(98

)

(215

)

(349

)

Redeemable noncontrolling interests

(51

)

(115

)

Numerator for diluted EPS

$

35,022

$

30,138

$

67,508

$

108,602

Denominator:

Weighted average common shares - basic

112,293

112,188

112,261

112,157

Dilutive effect of share-based compensation awards

492

426

501

418

Dilutive effect of redeemable noncontrolling interests

62

77

Weighted average common shares - diluted

112,785

112,676

112,762

112,652

Diluted EPS

$

0.31

$

0.27

$

0.60

$

0.96

COPT Defense Properties

Summary Financial Data

(unaudited)

(in thousands, except per share data)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2024

2023

2024

2023

Net income

$

36,407

$

31,642

$

70,078

$

112,040

Real estate-related depreciation and amortization

38,161

37,600

76,512

74,595

Gain on sales of real estate

(14

)

(49,392

)

Depreciation and amortization on unconsolidated real estate JVs

778

805

1,555

1,606

Funds from operations (“FFO”)

75,346

70,033

148,145

138,849

FFO allocable to other noncontrolling interests

(984

)

(1,239

)

(1,820

)

(1,947

)

Basic FFO allocable to share-based compensation awards

(599

)

(480

)

(1,186

)

(946

)

Basic FFO available to common share and common unit holders (“Basic FFO”)

73,763

68,314

145,139

135,956

Redeemable noncontrolling interests

471

(28

)

940

(58

)

Diluted FFO adjustments allocable to share-based compensation awards

46

37

94

76

Diluted FFO available to common share and common unit holders (“Diluted FFO”)

74,280

68,323

146,173

135,974

Executive transition costs

81

248

158

248

Diluted FFO comparability adjustments allocable to share-based compensation awards

(1

)

(2

)

(1

)

(2

)

Diluted FFO available to common share and common unit holders, as adjusted for comparability

74,360

68,569

146,330

136,220

Straight line rent adjustments and lease incentive amortization

3,788

(3,161

)

7,261

(6,677

)

Amortization of intangibles and other assets included in net operating income (“NOI”)

211

17

333

(2

)

Share-based compensation, net of amounts capitalized

2,564

2,213

5,209

3,946

Amortization of deferred financing costs

681

628

1,366

1,260

Amortization of net debt discounts, net of amounts capitalized

1,023

622

2,037

1,240

Replacement capital expenditures

(21,250

)

(22,664

)

(42,026

)

(50,874

)

Other

58

(221

)

195

(494

)

Diluted adjusted funds from operations available to common share and common unit holders (“Diluted AFFO”)

$

61,435

$

46,003

$

120,705

$

84,619

Diluted FFO per share

$

0.64

$

0.60

$

1.27

$

1.19

Diluted FFO per share, as adjusted for comparability

$

0.64

$

0.60

$

1.27

$

1.19

Dividends/distributions per common share/unit

$

0.295

$

0.285

$

0.59

$

0.57

COPT Defense Properties

Summary Financial Data

(unaudited)

(Dollars and shares in thousands, except per share data)

June 30,
2024

December 31,
2023

Balance Sheet Data

Properties, net of accumulated depreciation

$

3,535,593

$

3,503,678

Total assets

$

4,219,338

$

4,246,966

Debt per balance sheet

$

2,389,925

$

2,416,287

Total liabilities

$

2,666,067

$

2,699,631

Redeemable noncontrolling interests

$

22,765

$

23,580

Total equity

$

1,530,506

$

1,523,755

Debt to assets

56.6

%

56.9

%

Net debt to adjusted book

40.5

%

40.6

%

Defense/IT Portfolio Data (as of period end)

Number of operating properties

193

190

Total operational square feet (in thousands)

21,993

21,719

% Occupied

95.5

%

96.2

%

% Leased

96.7

%

97.2

%

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2024

2023

2024

2023

GAAP

Payout ratio:

Net income

93.1

%

103.1

%

96.8

%

58.3

%

Debt ratios:

Net income to interest expense ratio

1.8x

1.9x

1.7x

3.4x

Debt to net income ratio

16.4x

17.2x

N/A

N/A

Non-GAAP

Payout ratios:

Diluted FFO

45.3

%

47.5

%

46.0

%

47.7

%

Diluted FFO, as adjusted for comparability

45.3

%

47.3

%

46.0

%

47.6

%

Diluted AFFO

54.8

%

70.5

%

55.8

%

76.6

%

Debt ratios:

Adjusted EBITDA fixed charge coverage ratio

4.7x

4.9x

4.6x

5.0x

Net debt to in-place adjusted EBITDA ratio

6.0x

6.3x

N/A

N/A

Net debt adj. for fully-leased development to in-place adj. EBITDA ratio

5.9x

5.7x

N/A

N/A

Reconciliation of denominators for per share measures

Denominator for diluted EPS

112,785

112,676

112,762

112,652

Weighted average common units

1,703

1,514

1,664

1,502

Redeemable noncontrolling interests

926

937

Denominator for diluted FFO per share and as adjusted for comparability

115,414

114,190

115,363

114,154

COPT Defense Properties

Summary Financial Data

(unaudited)

(in thousands)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2024

2023

2024

2023

Numerators for Payout Ratios

Dividends on unrestricted common and deferred shares

$

33,153

$

31,995

$

66,296

$

63,984

Distributions on unrestricted common units

505

433

1,005

863

Dividends and distributions on restricted shares and units

238

204

505

419

Total dividends and distributions for GAAP payout ratio

33,896

32,632

67,806

65,266

Dividends and distributions on antidilutive shares and units

(241

)

(205

)

(507

)

(421

)

Dividends and distributions for non-GAAP payout ratios

$

33,655

$

32,427

$

67,299

$

64,845

Reconciliation of net income to earnings before interest, income taxes, depreciation and amortization for real estate (“EBITDAre”), adjusted EBITDA and in-place adjusted EBITDA

Net income

$

36,407

$

31,642

$

70,078

$

112,040

Interest expense

20,617

16,519

41,384

32,961

Income tax expense

14

190

182

315

Real estate-related depreciation and amortization

38,161

37,600

76,512

74,595

Other depreciation and amortization

564

609

1,172

1,211

Gain on sales of real estate

(14

)

(49,392

)

Adjustments from unconsolidated real estate JVs

1,709

1,559

3,380

3,263

EBITDAre

97,472

88,105

192,708

174,993

Credit loss expense

436

238

458

305

Business development expenses

603

394

1,233

635

Executive transition costs

81

307

511

554

Net gain on other investments

(477

)

Adjusted EBITDA

98,592

89,044

$

194,433

$

176,487

Pro forma NOI adjustment for property changes within period

56

Change in collectability of deferred rental revenue

27

28

In-place adjusted EBITDA

$

98,619

$

89,128

Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures

Tenant improvements and incentives

$

15,045

$

32,619

$

27,821

$

52,605

Building improvements

5,705

2,766

10,658

4,907

Leasing costs

3,110

3,542

6,700

5,292

Net exclusions from tenant improvements and incentives

(1,040

)

(16,007

)

(724

)

(11,168

)

Excluded building improvements and leasing costs

(1,570

)

(256

)

(2,429

)

(762

)

Replacement capital expenditures

$

21,250

$

22,664

$

42,026

$

50,874

COPT Defense Properties

Summary Financial Data

(unaudited)

(in thousands)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2024

2023

2024

2023

Reconciliation of interest expense to the denominator for fixed charge coverage-Adjusted EBITDA

Interest expense

$

20,617

$

16,519

$

41,384

$

32,961

Less: Amortization of deferred financing costs

(681

)

(628

)

(1,366

)

(1,260

)

Less: Amortization of net debt discounts, net of amounts capitalized

(1,023

)

(622

)

(2,037

)

(1,240

)

COPT Defense’s share of interest expense of unconsolidated real estate JVs, excluding amortization of deferred financing costs and net debt premium and gain or loss on interest rate derivatives

808

791

1,612

1,564

Scheduled principal amortization

662

746

1,431

1,536

Capitalized interest

643

1,194

1,232

1,964

Denominator for fixed charge coverage-Adjusted EBITDA

$

21,026

$

18,000

$

42,256

$

35,525

Reconciliation of net income to NOI from real estate operations, same property NOI from real estate operations and same property cash NOI from real estate operations

Net income

$

36,407

$

31,642

$

70,078

$

112,040

Construction contract and other service revenues

(20,258

)

(14,243

)

(46,861

)

(30,063

)

Depreciation and other amortization associated with real estate operations

38,161

37,600

76,512

74,595

Construction contract and other service expenses

19,612

13,555

45,619

28,756

General and administrative expenses

8,591

7,287

16,969

15,283

Leasing expenses

2,462

2,345

4,649

4,344

Business development expenses and land carry costs

979

726

2,161

1,221

Interest expense

20,617

16,519

41,384

32,961

Interest and other income, net

(2,884

)

(2,143

)

(7,006

)

(4,399

)

Gain on sales of real estate

(14

)

(49,392

)

Equity in income of unconsolidated entities

(26

)

(111

)

(95

)

(47

)

Unconsolidated real estate JVs NOI allocable to COPT Defense included in equity in income of unconsolidated entities

1,735

1,671

3,475

3,313

Income tax expense

14

190

182

315

NOI from real estate operations

105,410

95,024

207,067

188,927

Non-Same Property NOI from real estate operations

(6,738

)

(801

)

(12,992

)

(1,981

)

Same Property NOI from real estate operations

98,672

94,223

194,075

186,946

Straight line rent adjustments and lease incentive amortization

2,501

(2,696

)

7,868

(6,266

)

Amortization of acquired above- and below-market rents

(69

)

(129

)

(138

)

(295

)

Lease termination fees, net

(881

)

(1,059

)

(1,656

)

(2,280

)

Tenant funded landlord assets and lease incentives

(2,498

)

(2,213

)

(10,688

)

(3,435

)

Cash NOI adjustments in unconsolidated real estate JVs

(111

)

(137

)

(228

)

(290

)

Same Property Cash NOI from real estate operations

$

97,614

$

87,989

$

189,233

$

174,380

COPT Defense Properties

Summary Financial Data

(unaudited)

(in thousands)

June 30,
2024

December 31,
2023

Reconciliation of total assets to adjusted book

Total assets

$

4,219,338

$

4,246,966

Accumulated depreciation

1,468,595

1,400,162

Accumulated amortization of intangibles on property acquisitions and deferred leasing costs

226,739

228,484

COPT Defense’s share of liabilities of unconsolidated real estate JVs

60,922

60,583

COPT Defense’s share of accumulated depreciation and amortization of unconsolidated real estate JVs

11,199

9,528

Less: Property - operating lease liabilities

(33,818

)

(33,931

)

Less: Property - finance lease liabilities

(403

)

(415

)

Less: Cash and cash equivalents

(100,443

)

(167,820

)

Less: COPT Defense’s share of cash of unconsolidated real estate JVs

(1,278

)

(852

)

Adjusted book

$

5,850,851

$

5,742,705

June 30,
2024

December 31,
2023

June 30,
2023

Reconciliation of debt to net debt and net debt adjusted for fully-leased development

Debt per balance sheet

$

2,389,925

$

2,416,287

$

2,176,174

Net discounts and deferred financing costs

25,995

28,713

21,342

COPT Defense’s share of unconsolidated JV gross debt

52,981

52,613

52,364

Gross debt

2,468,901

2,497,613

2,249,880

Less: Cash and cash equivalents

(100,443

)

(167,820

)

(14,273

)

Less: COPT Defense’s share of cash of unconsolidated real estate JVs

(1,278

)

(852

)

(974

)

Net debt

2,367,180

2,328,941

2,234,633

Costs incurred on fully-leased development properties

(56,646

)

(53,914

)

(189,407

)

Net debt adjusted for fully-leased development

$

2,310,534

$

2,275,027

$

2,045,226

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