COPT Defense Reports Strong Third Quarter 2024 Results

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Oct 28, 2024

COPT Defense Properties (“COPT Defense” or the “Company”) (NYSE: CDP) announced results for the third quarter ended September 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 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 5th 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

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