COPT Defense Reports Strong Third Quarter 2024 Results

Business Wire

Mon, Oct 28, 2024, 2:17 PM 14 min read

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 third quarter. FFO per share exceeded the midpoint of our guidance range and based on this outperformance, and our forecast for the remainder of the year, we increased the midpoint of 2024 FFO per share guidance by $0.01 to $2.57, which implies over 6% year-over-year growth. This marks our third increase for the year and a total of $0.06 of outperformance compared to the midpoint of our initial guidance. Looking forward, we continue to anticipate compound annual FFO per share growth of at least 4% between 2023 and 2026.

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 50 basis points to 8.5%, and increased tenant retention by 250 basis points to 85%. Based on our updated guidance, same property cash NOI growth would be the highest level in over a decade, and tenant retention would be the highest level in over two decades.

We are especially excited to announce the acquisition of a 365-acre land parcel near Des Moines, Iowa, which is a significant opportunity for us to expand our data center shell program to a new market. Des Moines, the 5^th largest hyperscale market in the country, is home to several of the largest hyperscalers, which are drawn to the market given attractive land values, power availability with abundant access to renewable energy and long-haul fiber lines, and tax incentives enacted by supportive state and local governments. We expect this investment to fuel our development pipeline in the medium to long-term, and result in long-term accretion to FFO, AFFO, and NAV per share. As we build out the parcel in phases, we plan to self-fund development of the site on a leverage-neutral basis.

Additionally, we acquired a vacant office property in San Antonio, then subsequently leased the full building to the U.S. Government. With this transaction, our U.S. Government portfolio, which now includes 35 fully leased buildings and on a pro forma basis as of September 30, 2024, accounts for 36.5% of our annualized rental revenue. This acquisition provides additional operational scale given our nearby campus in San Antonio, will be accretive when rent commences in 2Q25, and reinforces our reputation as a trusted partner in supporting mission critical U.S. Government and defense contractor tenant requirements."

Financial Highlights

3rd Quarter Financial Results:

> Diluted earnings per share ("EPS") was $0.32 for the quarter ended September 30, 2024, compared to $(1.94) for the quarter ended September 30, 2023.

> Diluted funds from operations per share ("FFOPS"), as calculated in accordance with Nareit’s definition and as adjusted for comparability, was $0.65 for the quarter ended September 30, 2024, compared to $0.60 for the quarter ended September 30, 2023.

Operating Performance Highlights

Operating Portfolio Summary:

> At September 30, 2024, the Company’s 24.3 million square foot Total Portfolio was 93.1% occupied and 94.8% leased, which includes the 22.2 million square foot Defense/IT Portfolio that was 95.0% occupied and 96.5% leased.

Same Property Performance:

> At September 30, 2024, the Company’s 22.2 million square foot same property portfolio was 93.6% occupied and 95.1% leased.

> The Company’s same property cash NOI increased 9.4% for the three months ended September 30, 2024 compared to the same period in 2023.

Leasing:

> Total Square Feet Leased: For the quarter ended September 30, 2024, the Company leased 829,000 square feet, including 626,000 square feet of renewals, 123,000 square feet of vacancy leasing, and 80,000 square feet of investment leasing. For the nine months ended September 30, 2024, the Company executed 2.5 million square feet of total leasing, including 2.1 million square feet of renewals, 387,000 square feet of vacancy leasing, and 90,000 square feet of investment leasing.

> Tenant Retention Rates: During the quarter ended September 30, 2024, the Company renewed 87.6% of expiring square feet in its Total Portfolio and 89.6% in its Defense/IT Portfolio. During the nine months ended September 30, 2024, the Company renewed 84.3% of expiring square feet in its Total Portfolio and 86.9% in its Defense/IT Portfolio.

> Rent Spreads & Average Escalations on Renewing Leases: For the quarter and nine months ended September 30, 2024, straight-line rents on renewals increased 17.2% and 9.3%, respectively, and cash rents on renewed space increased 4.1% and 0.8%, respectively, while annual escalations on renewing leases averaged 2.6% and 2.4%, respectively.

> Lease Terms: In the quarter ended September 30, 2024, lease terms averaged 4.1 years on renewing leases, 7.1 years on vacancy leasing, and 9.5 years on investment leasing. For the nine months ended September 30, 2024, lease terms averaged 4.0 years on renewing leases, 7.8 years on vacancy leasing, and 9.0 years on investment leasing.

Investment Activity Highlights

> Development Pipeline: The Company’s development pipeline consists of five properties totaling 831,000 square feet that were 79% leased as of September 30, 2024. These projects represent a total estimated investment of $335.4 million, of which $108.1 million has been spent.

> Acquisitions:
During the quarter, the Company acquired:

> A 365-acre land parcel near Des Moines, Iowa for $32 million that we plan to develop into approximately 3.3 million square feet of data center shell space.

> An 80,000 square foot Class A office building at 3900 Rogers Road in San Antonio, Texas for $17 million. The building was vacant upon acquisition, and the Company subsequently executed two leases with the U.S. Government to occupy the entire building.

> Please see the Company’s acquisition press release dated October 28, 2024 and pages 8-22 of the Company’s 3Q24 Results Presentation (refer to the ‘Associated Supplemental Presentation’ section below).

Balance Sheet and Capital Transaction Highlights

> For the quarter ended September 30, 2024, the Company’s adjusted EBITDA fixed charge coverage ratio was 4.8x.

> At September 30, 2024, the Company’s net debt to in-place adjusted EBITDA ratio was 6.1x and its net debt adjusted for fully-leased investment properties to in-place adjusted EBITDA ratio was 5.9x.

> At September 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 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 third 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 $1.22-$1.26, and $2.54-$2.58, respectively, to new ranges of $1.24-$1.26, and $2.56-$2.58, respectively. Management is establishing fourth quarter guidance for diluted EPS and diluted FFOPS per Nareit and as adjusted for comparability at $0.31-$0.33 and $0.64-$0.66, 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 December 31, 2024				Year Ending December 31, 2024
	Low		High		Low		High
Diluted EPS	$	0.31	$	0.33	$	1.24	$	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	$	0.64	$	0.66	$	2.56	$	2.58

Conference Call Information

Management will discuss third 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, October 29, 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/BI9796486f46f6424aa012b44d48ca9ae6

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 September 30, 2024, the Company’s Defense/IT Portfolio of 194 properties, including 24 owned through unconsolidated joint ventures, encompassed 22.2 million square feet and was 96.5% 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 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 and administrative expenses		8,157			7,582			25,126			22,865
Leasing expenses		2,341			2,280			6,990			6,624
Business development expenses and land carry costs		918			714			3,079			1,935
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 the Operating Partnership ("OP")		(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 share ("EPS") computation:
Numerator for diluted EPS:
Net income (loss) attributable to common shareholders	$	36,085		$	(216,187	)	$	103,808		$	(107,121	)
Amount allocable to share-based compensation awards		(104	)		(992	)		(319	)		(1,093	)
Numerator for diluted EPS	$	35,981		$	(217,179	)	$	103,489		$	(108,214	)
Denominator:
Weighted average common shares - basic		112,314			112,196			112,279			112,170
Dilutive effect of share-based compensation awards		696			—			566			—
Weighted average common shares - diluted		113,010			112,196			112,845			112,170
Diluted EPS	$	0.32		$	(1.94	)	$	0.92		$	(0.96	)

COPT Defense Properties Summary Financial Data (unaudited) (in thousands, except per share data)

	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	)
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 unconsolidated real estate JVs		756			806			2,311			2,412
Funds from operations ("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 ("Basic FFO")		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 ("Diluted FFO")		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
Straight line rent adjustments and lease incentive amortization		613			12,882			7,874			6,205
Amortization of intangibles and other assets included in net operating income ("NOI")		211			26			544			24
Share-based compensation, net of amounts capitalized		2,617			2,280			7,826			6,226
Amortization of deferred financing costs		671			639			2,037			1,899
Amortization of net debt discounts, net of amounts capitalized		1,032			750			3,069			1,990
Replacement capital expenditures		(27,824	)		(21,122	)		(69,850	)		(71,996	)
Other		298			74			493			(420	)
Diluted adjusted funds from operations available to common share and common unit holders ("Diluted AFFO")	$	52,592		$	64,122		$	173,803		$	148,741
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
Dividends/distributions per common share/unit	$	0.295		$	0.285		$	0.885		$	0.855

COPT Defense Properties Summary Financial Data (unaudited) (Dollars and shares in thousands, except per share data)

	September 30, 2024			December 31, 2023
Balance Sheet Data
Properties, net of accumulated depreciation	$	3,604,688		$	3,503,678
Total assets	$	4,234,302		$	4,246,966
Debt per balance sheet	$	2,390,839		$	2,416,287
Total liabilities	$	2,679,271		$	2,699,631
Redeemable noncontrolling interests	$	22,436		$	23,580
Total equity	$	1,532,595		$	1,523,755
Debt to assets		56.5	%		56.9	%
Net debt to adjusted book		40.8	%		40.6	%

Defense/IT Portfolio Data (as of period end)
Number of operating properties		194			190
Total operational square feet (in thousands)		22,174			21,719
% Occupied		95.0	%		96.2	%
% Leased		96.5	%		97.2	%

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
GAAP
Payout ratio:
Net income	90.7	%	N/A		94.6	%	N/A
Debt ratios:
Net income to interest expense ratio	1.8x		N/A		1.7x		N/A
Debt to net income ratio	16.0x		N/A		N/A		N/A
Non-GAAP
Payout ratios:
Diluted FFO	44.9	%	47.3	%	45.6	%	47.6	%
Diluted FFO, as adjusted for comparability	44.9	%	47.3	%	45.5	%	47.5	%
Diluted AFFO	64.0	%	50.6	%	58.1	%	65.4	%
Debt ratios:
Adjusted EBITDA fixed charge coverage ratio	4.8x		4.6x		4.7x		4.9x
Net debt to in-place adjusted EBITDA ratio	6.1x		6.2x		N/A		N/A
Net debt adj. for fully-leased investment properties to in-place adj. EBITDA ratio	5.9x		5.9x		N/A		N/A

Reconciliation of denominators for per share measures
Denominator for diluted EPS	113,010		112,196		112,845		112,170
Weighted average common units	1,696		1,520		1,675		1,508
Dilutive effect of additional share-based compensation awards	—		429		—		422
Redeemable noncontrolling interests	—		—		873		51
Denominator for diluted FFO per share and as adjusted for comparability	114,706		114,145		115,393		114,151

COPT Defense Properties Summary Financial Data (unaudited) (in thousands)
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Numerators for Payout Ratios
Dividends on unrestricted common and deferred shares	$	33,165		$	31,996		$	99,461		$	95,980
Distributions on unrestricted common units		491			432			1,496			1,295
Dividends and distributions on restricted shares and units		247			200			752			619
Total dividends and distributions for GAAP payout ratio		33,903			32,628			101,709			97,894
Dividends and distributions on antidilutive shares and units		(249	)		(202	)		(756	)		(623	)
Dividends and distributions for non-GAAP payout ratios	$	33,654		$	32,426		$	100,953		$	97,271

Reconciliation of net income (loss) to earnings before interest, income taxes, depreciation and amortization for real estate ("EBITDAre"), adjusted EBITDA and in-place adjusted EBITDA
Net income (loss)	$	37,397		$	(221,207	)	$	107,475		$	(109,167	)
Interest expense		20,376			17,798			61,760			50,759
Income tax expense		130			152			312			467
Real estate-related depreciation and amortization		38,307			37,620			114,819			112,215
Other depreciation and amortization		614			615			1,786			1,826
Impairment losses on real estate		—			252,797			—			252,797
Gain on sales of real estate		—			—			—			(49,392	)
Adjustments from unconsolidated real estate JVs		1,759			1,743			5,139			5,006
EBITDAre		98,583			89,518			291,291			264,511
Credit loss expense		38			372			496			677
Business development expenses		557			313			1,790			948
Executive transition costs		69			82			580			636
Net gain on other investments		(11	)		(25	)		(488	)		(25	)
Adjusted EBITDA		99,236			90,260		$	293,669		$	266,747
Pro forma NOI adjustment for property changes within period		—			1,647
In-place adjusted EBITDA	$	99,236		$	91,907

Reconciliations of tenant improvements and incentives, building improvements and leasing costs for operating properties to replacement capital expenditures
Tenant improvements and incentives	$	18,772		$	14,457		$	46,593		$	67,062
Building improvements		6,694			6,307			17,352			11,214
Leasing costs		3,013			1,902			9,713			7,194
Net additions to (exclusions from) tenant improvements and incentives		728			(813	)		4			(11,981	)
Excluded building improvements and leasing costs		(1,383	)		(731	)		(3,812	)		(1,493	)
Replacement capital expenditures	$	27,824		$	21,122		$	69,850		$	71,996

COPT Defense Properties Summary Financial Data (unaudited) (in thousands)
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
		2024			2023			2024			2023
Reconciliation of interest expense to the denominator for fixed charge coverage-Adjusted EBITDA
Interest expense	$	20,376		$	17,798		$	61,760		$	50,759
Less: Amortization of deferred financing costs		(671	)		(639	)		(2,037	)		(1,899	)
Less: Amortization of net debt discounts, net of amounts capitalized		(1,032	)		(750	)		(3,069	)		(1,990	)
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		821			805			2,433			2,369
Scheduled principal amortization		448			753			1,879			2,289
Capitalized interest		712			1,487			1,944			3,451
Denominator for fixed charge coverage-Adjusted EBITDA	$	20,654		$	19,454		$	62,910		$	54,979

Reconciliation of net income (loss) to NOI from real estate operations, same property NOI from real estate operations and same property cash NOI from real estate operations
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 and administrative expenses		8,157			7,582			25,126			22,865
Leasing expenses		2,341			2,280			6,990			6,624
Business development expenses and land carry costs		918			714			3,079			1,935
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
Unconsolidated real estate JVs 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
Non-Same Property NOI from real estate operations		(6,875	)		(1,455	)		(19,867	)		(3,436	)
Same Property NOI from real estate operations		98,651			95,039			292,726			281,985
Straight line rent adjustments and lease incentive amortization		1,531			10,154			9,399			3,888
Amortization of acquired above- and below-market rents		(69	)		(120	)		(207	)		(415	)
Lease termination fees, net		(931	)		(748	)		(2,587	)		(3,028	)
Tenant funded landlord assets and lease incentives		(1,942	)		(15,402	)		(12,630	)		(18,837	)
Cash NOI adjustments in unconsolidated real estate JVs		(136	)		(130	)		(364	)		(420	)
Same Property Cash NOI from real estate operations	$	97,104		$	88,793		$	286,337		$	263,173

COPT Defense Properties Summary Financial Data (unaudited) (in thousands)
	September 30, 2024			December 31, 2023
Reconciliation of total assets to adjusted book
Total assets	$	4,234,302		$	4,246,966
Accumulated depreciation		1,502,730			1,400,162
Accumulated amortization of intangibles on property acquisitions and deferred leasing costs		227,281			228,484
COPT Defense’s share of liabilities of unconsolidated real estate JVs		61,118			60,583
COPT Defense’s share of accumulated depreciation and amortization of unconsolidated real estate JVs		12,014			9,528
Less: Property - operating lease liabilities		(33,615	)		(33,931	)
Less: Property - finance lease liabilities		(397	)		(415	)
Less: Cash and cash equivalents		(34,478	)		(167,820	)
Less: COPT Defense’s share of cash of unconsolidated real estate JVs		(1,575	)		(852	)
Adjusted book	$	5,967,380		$	5,742,705

	September 30, 2024			December 31, 2023			September 30, 2023
Reconciliation of debt to net debt and net debt adjusted for fully-leased investment properties
Debt per balance sheet	$	2,390,839		$	2,416,287		$	2,415,783
Net discounts and deferred financing costs		24,633			28,713			29,980
COPT Defense’s share of unconsolidated JV gross debt		53,148			52,613			52,511
Gross debt		2,468,620			2,497,613			2,498,274
Less: Cash and cash equivalents		(34,478	)		(167,820	)		(204,238	)
Less: COPT Defense’s share of cash of unconsolidated real estate JVs		(1,575	)		(852	)		(1,031	)
Net debt		2,432,567			2,328,941			2,293,005
Costs incurred on fully-leased development properties		(70,954	)		(53,914	)		(124,038	)
Costs incurred on fully-leased operating property acquisitions		(17,034	)		—			—
Net debt adjusted for fully-leased investment properties	$	2,344,579		$	2,275,027		$	2,168,967