Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q 
(Mark one)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
 
           
Commission file number 1-14023 (Corporate Office Properties Trust)
Commission file number 333-189188 (Corporate Office Properties, L.P.)
Corporate Office Properties Trust
Corporate Office Properties, L.P.
(Exact name of registrant as specified in its charter)
Corporate Office Properties Trust
 
Maryland
 
23-2947217
 
 
(State or other jurisdiction of
 
(IRS Employer
 
 
incorporation or organization)
 
Identification No.)
 
 
 
 
 
Corporate Office Properties, L.P.
 
Delaware
 
23-2930022
 
 
(State or other jurisdiction of
 
(IRS Employer
 
 
incorporation or organization)
 
Identification No.)
6711 Columbia Gateway Drive, Suite 300, Columbia, MD
21046
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (443) 285-5400
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Corporate Office Properties Trust ý Yes   o No
Corporate Office Properties, L.P. ý Yes   o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Corporate Office Properties Trust ý Yes   o No
Corporate Office Properties, L.P. ý Yes   o No




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Corporate Office Properties Trust
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 

Corporate Office Properties, L.P.
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer ý
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Corporate Office Properties Trust o Yes   ý No
Corporate Office Properties, L.P. o Yes   ý No

As of July 22, 2016, 94,759,023 of Corporate Office Properties Trust’s Common Shares of Beneficial Interest, $0.01 par value, were issued and outstanding.
 
 
 
 
 

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2016 of Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) and Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the “Operating Partnership”). Unless stated otherwise or the context otherwise requires, “we,” “our,” and “us” refer collectively to COPT, COPLP and their subsidiaries.

COPT is a real estate investment trust, or REIT, and the sole general partner of COPLP. As of June 30, 2016, COPT owned approximately 96.3% of the outstanding common units and approximately 95.5% of the outstanding preferred units in COPLP; the remaining common and preferred units in COPLP were owned by third parties. As the sole general partner of COPLP, COPT controls COPLP and can cause it to enter into major transactions including acquisitions, dispositions and refinancings and cause changes in its line of business, capital structure and distribution policies.

There are a few differences between the Company and the Operating Partnership which are reflected in this Form 10-Q. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. COPT is a real estate investment trust, whose only material asset is its ownership of partnership interests of COPLP. As a result, COPT does not conduct business itself, other than acting as the sole general partner of COPLP, issuing public equity from time to time and guaranteeing certain debt of COPLP. COPT itself is not directly obligated under any indebtedness but guarantees some of the debt of COPLP. COPLP owns substantially all of the assets of COPT either directly or through its subsidiaries, conducts almost all of the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from public equity issuances by COPT, which are contributed to COPLP in exchange for partnership units, COPLP generates the capital required by COPT’s business through COPLP’s operations, by COPLP’s direct or indirect incurrence of indebtedness or through the issuance of partnership units.

Noncontrolling interests and shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of COPT and those of COPLP. The common limited partnership interests in COPLP not owned by COPT are accounted for as partners’ capital in COPLP’s consolidated financial statements and as noncontrolling interests in COPT’s consolidated financial statements. COPLP’s consolidated financial statements also reflect COPT’s noncontrolling interests in certain real estate partnerships, limited liability companies (“LLCs”), business trusts and corporations; the differences between shareholders’ equity, partners’ capital and noncontrolling interests result from the differences in the equity issued at the COPT and COPLP levels and in COPT’s noncontrolling interests in these real estate partnerships, LLCs, business trusts and corporations. The only other significant differences between the consolidated financial statements of COPT and those of COPLP are assets in connection with a non-qualified elective deferred compensation plan



(comprised primarily of mutual funds and equity securities) and the corresponding liability to the plan’s participants that are held directly by COPT.

We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
•
combined reports better reflect how management and the analyst community view the business as a single operating unit;
•
combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;
•
combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and
•
combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:
•
consolidated financial statements;
•
the following notes to the consolidated financial statements:
•
Note 3, Fair Value Measurements of COPT and subsidiaries and COPLP and subsidiaries; and
•
Note 14, Earnings per Share of COPT and subsidiaries and Earnings per Unit of COPLP and subsidiaries;
•
“Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of COPT”; and
•
“Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of COPLP.”

This report also includes separate sections under Part I, Item 4. Controls and Procedures and separate Exhibit 31 and Exhibit 32 certifications for each of COPT and COPLP to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that COPT and COPLP are compliant with Rule 13a-15 and Rule 15d-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.




TABLE OF CONTENTS
 
FORM 10-Q
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements


Corporate Office Properties Trust and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
 
June 30,
2016
 
December 31,
2015
Assets
 

 
 

Properties, net:
 

 
 

Operating properties, net
$
2,782,330

 
$
2,920,529

Projects in development or held for future development
387,397

 
429,219

Total properties, net
3,169,727

 
3,349,748

Assets held for sale, net
300,584

 
96,782

Cash and cash equivalents
13,317

 
60,310

Restricted cash and marketable securities
8,302

 
7,716

Accounts receivable (net of allowance for doubtful accounts of $745 and $1,525, respectively)
32,505

 
29,167

Deferred rent receivable (net of allowance of $422 and $1,962, respectively)
92,316

 
105,484

Intangible assets on real estate acquisitions, net
88,788

 
98,338

Deferred leasing costs (net of accumulated amortization of $63,768 and $66,364, respectively)
42,632

 
53,868

Investing receivables
50,162

 
47,875

Prepaid expenses and other assets, net
43,359

 
60,024

Total assets
$
3,841,692

 
$
3,909,312

Liabilities and equity
 

 
 

Liabilities:
 

 
 

Debt, net
$
2,094,486

 
$
2,077,752

Accounts payable and accrued expenses
92,848

 
91,755

Rents received in advance and security deposits
32,035

 
37,148

Dividends and distributions payable
30,219

 
30,178

Deferred revenue associated with operating leases
17,560

 
19,758

Interest rate derivatives
20,245

 
3,160

Other liabilities
31,123

 
13,779

Total liabilities
2,318,516

 
2,273,530

Commitments and contingencies (Note 15)


 


Redeemable noncontrolling interests
22,473

 
19,218

Equity:
 

 
 

Corporate Office Properties Trust’s shareholders’ equity:
 

 
 

Preferred Shares of beneficial interest at liquidation preference ($0.01 par value; 25,000,000 shares authorized, shares issued and outstanding of 7,431,667 at June 30, 2016 and December 31, 2015)
199,083

 
199,083

Common Shares of beneficial interest ($0.01 par value; 125,000,000 shares authorized, shares issued and outstanding of 94,699,359 at June 30, 2016 and 94,531,512 at December 31, 2015)
947

 
945

Additional paid-in capital
2,007,328

 
2,004,507

Cumulative distributions in excess of net income
(756,940
)
 
(657,172
)
Accumulated other comprehensive loss
(17,712
)
 
(2,838
)
Total Corporate Office Properties Trust’s shareholders’ equity
1,432,706

 
1,544,525

Noncontrolling interests in subsidiaries:
 

 
 

Common units in COPLP
47,550

 
52,359

Preferred units in COPLP
8,800

 
8,800

Other consolidated entities
11,647

 
10,880

Noncontrolling interests in subsidiaries
67,997

 
72,039

Total equity
1,500,703

 
1,616,564

Total liabilities, redeemable noncontrolling interest and equity
$
3,841,692

 
$
3,909,312


See accompanying notes to consolidated financial statements.

3



Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenues
 

 
 

 
 
 
 
Rental revenue
$
107,524

 
$
105,508

 
$
212,906

 
$
203,746

Tenant recoveries and other real estate operations revenue
26,400

 
22,683

 
54,105

 
47,155

Construction contract and other service revenues
12,003

 
42,172

 
23,223

 
80,496

Total revenues
145,927

 
170,363

 
290,234

 
331,397

Expenses
 

 
 

 
 

 
 

Property operating expenses
48,141

 
46,418

 
100,016

 
97,099

Depreciation and amortization associated with real estate operations
33,248

 
33,786

 
67,775

 
65,385

Construction contract and other service expenses
11,478

 
41,293

 
22,172

 
78,791

Impairment losses
69,692

 
1,238

 
72,138

 
1,238

General, administrative and leasing expenses
8,026

 
7,534

 
19,909

 
15,425

Business development expenses and land carry costs
2,363

 
2,623

 
4,781

 
5,413

Total operating expenses
172,948

 
132,892

 
286,791

 
263,351

Operating (loss) income
(27,021
)
 
37,471

 
3,443

 
68,046

Interest expense
(22,639
)
 
(21,768
)
 
(46,198
)
 
(42,606
)
Interest and other income
1,330

 
1,242

 
2,486

 
2,525

Gain (loss) on early extinguishment of debt
5

 
(65
)
 
22

 
(68
)
(Loss) income from continuing operations before equity in income of unconsolidated entities and income taxes
(48,325
)
 
16,880

 
(40,247
)
 
27,897

Equity in income of unconsolidated entities
10

 
9

 
20

 
34

Income tax (expense) benefit
(1
)
 
(50
)
 
7

 
(105
)
(Loss) income from continuing operations
(48,316
)
 
16,839

 
(40,220
)
 
27,826

Discontinued operations
—

 
394

 
—

 
156

(Loss) income before gain on sales of real estate
(48,316
)
 
17,233

 
(40,220
)
 
27,982

Gain on sales of real estate
—

 
(1
)
 
—

 
3,985

Net (loss) income
(48,316
)
 
17,232

 
(40,220
)
 
31,967

Net loss (income) attributable to noncontrolling interests:
 

 
 

 
 

 
 

Common units in COPLP
1,976

 
(476
)
 
1,849

 
(874
)
Preferred units in COPLP
(165
)
 
(165
)
 
(330
)
 
(330
)
Other consolidated entities
(914
)
 
(810
)
 
(1,892
)
 
(1,627
)
Net (loss) income attributable to COPT
(47,419
)
 
15,781

 
(40,593
)
 
29,136

Preferred share dividends
(3,553
)
 
(3,553
)
 
(7,105
)
 
(7,105
)
Net (loss) income attributable to COPT common shareholders
$
(50,972
)
 
$
12,228

 
$
(47,698
)
 
$
22,031

Net (loss) income attributable to COPT:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(47,419
)
 
$
15,402

 
$
(40,593
)
 
$
28,983

Discontinued operations, net
—

 
379

 
—

 
153

Net (loss) income attributable to COPT
$
(47,419
)
 
$
15,781

 
$
(40,593
)
 
$
29,136

Basic earnings per common share (1)
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Diluted earnings per common share (1)
 

 
 

 
 
 
 
(Loss) income from continuing operations
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Dividends declared per common share
$
0.275

 
$
0.275

 
$
0.550

 
$
0.550

(1) Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office Properties Trust.
See accompanying notes to consolidated financial statements.

4


Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net (loss) income
$
(48,316
)
 
$
17,232

 
$
(40,220
)
 
$
31,967

Other comprehensive (loss) income
 

 
 

 
 

 
 

Unrealized (loss) gain on interest rate derivatives
(5,704
)
 
392

 
(16,988
)
 
(3,082
)
Losses on interest rate derivatives included in interest expense
850

 
769

 
1,720

 
1,542

Equity in other comprehensive loss of equity method investee
(184
)
 
(264
)
 
(184
)
 
(264
)
Other comprehensive (loss) income
(5,038
)
 
897

 
(15,452
)
 
(1,804
)
Comprehensive (loss) income
(53,354
)
 
18,129

 
(55,672
)
 
30,163

Comprehensive loss (income) attributable to noncontrolling interests
1,085

 
(1,542
)
 
205

 
(2,871
)
Comprehensive (loss) income attributable to COPT
$
(52,269
)
 
$
16,587

 
$
(55,467
)
 
$
27,292

 
See accompanying notes to consolidated financial statements.



5


Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Equity
(Dollars in thousands)
(unaudited)
 
Preferred
Shares
 
Common
Shares
 
Additional
Paid-in
Capital
 
Cumulative
Distributions in
Excess of Net
Income
 
Accumulated
Other
Comprehensive Loss
 
Noncontrolling
Interests
 
Total
Balance at December 31, 2014 (93,255,284 common shares outstanding)
$
199,083

 
$
933

 
$
1,969,968

 
$
(717,264
)
 
$
(1,297
)
 
$
69,461

 
$
1,520,884

Conversion of common units to common shares (158,000 shares)
—

 
2

 
2,120

 
—

 
—

 
(2,122
)
 
—

Common shares issued under at-the-market program (890,241 shares)
—

 
9

 
26,526

 
—

 
—

 
—

 
26,535

Exercise of share options (76,474 shares)
—

 
—

 
2,008

 
—

 
—

 
—

 
2,008

Share-based compensation (149,619 shares issued, net of redemptions)
—

 
2

 
3,656

 
—

 
—

 
—

 
3,658

Redemption of vested equity awards
—

 
—

 
(2,245
)
 
—

 
—

 
—

 
(2,245
)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP
—

 
—

 
(519
)
 
—

 
—

 
519

 
—

Comprehensive income
—

 
—

 
—

 
29,136

 
(1,844
)
 
1,728

 
29,020

Dividends
—

 
—

 
—

 
(59,106
)
 
—

 
—

 
(59,106
)
Distributions to owners of common and preferred units in COPLP
—

 
—

 
—

 
—

 
—

 
(2,354
)
 
(2,354
)
Distributions to noncontrolling interests in other consolidated entities
—

 
—

 
—

 
—

 
—

 
(28
)
 
(28
)
Adjustment to arrive at fair value of redeemable noncontrolling interest
—

 
—

 
(739
)
 
—

 
—

 
—

 
(739
)
Balance at June 30, 2015 (94,529,618 common shares outstanding)
$
199,083

 
$
946

 
$
2,000,775

 
$
(747,234
)
 
$
(3,141
)
 
$
67,204

 
$
1,517,633

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015 (94,531,512 common shares outstanding)
$
199,083

 
$
945

 
$
2,004,507

 
$
(657,172
)
 
$
(2,838
)
 
$
72,039

 
$
1,616,564

Conversion of common units to common shares (26,758 shares)
—

 
—

 
371

 
—

 
—

 
(371
)
 
—

Costs associated with common shares issued to the public
—

 
—

 
(5
)
 
—

 
—

 
—

 
(5
)
Share-based compensation (141,089 shares issued, net of redemptions)
—

 
2

 
4,301

 
—

 
—

 
—

 
4,303

Redemption of vested equity awards
—

 
—

 
(1,492
)
 
—

 
—

 
—

 
(1,492
)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP
—

 
—

 
(5
)
 
—

 
—

 
5

 
—

Comprehensive loss
—

 
—

 
—

 
(40,593
)
 
(14,874
)
 
(1,322
)
 
(56,789
)
Dividends
—

 
—

 
—

 
(59,175
)
 
—

 
—

 
(59,175
)
Distributions to owners of common and preferred units in COPLP
—

 
—

 
—

 
—

 
—

 
(2,346
)
 
(2,346
)
Distributions to noncontrolling interests in other consolidated entities
—

 
—

 
—

 
—

 
—

 
(8
)
 
(8
)
Adjustment to arrive at fair value of redeemable noncontrolling interest
—

 
—

 
(349
)
 
—

 
—

 
—

 
(349
)
Balance at June 30, 2016 (94,699,359 common shares outstanding)
$
199,083

 
$
947

 
$
2,007,328

 
$
(756,940
)
 
$
(17,712
)
 
$
67,997

 
$
1,500,703

See accompanying notes to consolidated financial statements.

6


Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited) 
 
For the Six Months Ended June 30,
 
2016
 
2015
Cash flows from operating activities
 

 
 

Revenues from real estate operations received
$
260,984

 
$
240,538

Construction contract and other service revenues received
34,992

 
86,790

Property operating expenses paid
(87,005
)
 
(79,667
)
Construction contract and other service expenses paid
(24,303
)
 
(76,355
)
General, administrative, leasing, business development and land carry costs paid
(19,212
)
 
(20,121
)
Interest expense paid
(41,179
)
 
(32,375
)
Interest and other income received
128

 
4,055

Other
(5
)
 
(26
)
Net cash provided by operating activities
124,400

 
122,839

Cash flows from investing activities
 

 
 

Construction, development and redevelopment
(75,339
)
 
(117,498
)
Acquisitions of operating properties and related intangible assets
—

 
(137,125
)
Tenant improvements on operating properties
(14,862
)
 
(10,314
)
Other capital improvements on operating properties
(16,007
)
 
(8,372
)
Proceeds from dispositions of properties
5,448

 
17,424

Investing receivables payments received
—

 
5,114

Leasing costs paid
(3,434
)
 
(6,732
)
Other
(13
)
 
(3,538
)
Net cash used in investing activities
(104,207
)
 
(261,041
)
Cash flows from financing activities
 

 
 

Proceeds from debt
 
 
 
Revolving Credit Facility
133,500

 
294,000

Unsecured senior notes
—

 
296,580

Other debt proceeds
45,000

 
50,000

Repayments of debt
 
 
 
Revolving Credit Facility
(119,000
)
 
(377,000
)
Scheduled principal amortization
(3,532
)
 
(3,319
)
Other debt repayments
(40,498
)
 
(50,630
)
Deferred financing costs paid
(528
)
 
(4,693
)
Net proceeds from issuance of common shares
(5
)
 
28,567

Common share dividends paid
(52,021
)
 
(51,642
)
Preferred share dividends paid
(7,105
)
 
(7,105
)
Distributions paid to noncontrolling interests in COPLP
(2,362
)
 
(2,461
)
Distributions paid to redeemable noncontrolling interests
(14,306
)
 
—

Redemption of vested equity awards
(1,492
)
 
(2,245
)
Other
(4,837
)
 
(853
)
Net cash (used in) provided by financing activities
(67,186
)
 
169,199

Net (decrease) increase in cash and cash equivalents
(46,993
)
 
30,997

Cash and cash equivalents
 

 
 

Beginning of period
60,310

 
6,077

End of period
$
13,317

 
$
37,074

See accompanying notes to consolidated financial statements.
 


7


Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(in thousands)
(unaudited)
 
For the Six Months Ended June 30,
 
2016
 
2015
Reconciliation of net (loss) income to net cash provided by operating activities:
 

 
 

Net (loss) income
$
(40,220
)
 
$
31,967

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 

 
 

Depreciation and other amortization
68,901

 
66,404

Impairment losses
72,138

 
1,472

Losses on interest rate derivatives
1,870

 
—

Amortization of deferred financing costs and net debt discounts
2,998

 
2,618

Increase in deferred rent receivable
(1,276
)
 
(5,956
)
Gain on sales of real estate
—

 
(3,985
)
Share-based compensation
3,839

 
3,210

Other
(1,725
)
 
1,754

Operating changes in assets and liabilities:
 

 
 
(Increase) decrease in accounts receivable
(3,320
)
 
10,655

Increase in restricted cash and marketable securities
(389
)
 
(735
)
Decrease in prepaid expenses and other assets, net
11,303

 
6,518

Increase in accounts payable, accrued expenses and other liabilities
15,394

 
12,557

Decrease in rents received in advance and security deposits
(5,113
)
 
(3,640
)
Net cash provided by operating activities
$
124,400

 
$
122,839

Supplemental schedule of non-cash investing and financing activities:
 

 
 

Increase in accrued capital improvements, leasing and other investing activity costs
$
1,604

 
$
15,927

Increase in property and redeemable noncontrolling interests in connection with property contributed in a joint venture
$
22,600

 
$
—

Decrease in redeemable noncontrolling interests and increase in other liabilities in connection with distribution payable to redeemable noncontrolling interest
$
6,675

 
$
—

Other liabilities assumed on acquisition of operating properties
$
—

 
$
5,265

Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests
$
(15,268
)
 
$
(1,540
)
Equity in other comprehensive loss of an equity method investee
$
(184
)
 
$
(264
)
Dividends/distribution payable
$
30,219

 
$
30,178

Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares
$
371

 
$
2,122

Adjustments to noncontrolling interests resulting from changes in COPLP ownership
$
5

 
$
519

Increase in redeemable noncontrolling interest and decrease in equity to carry redeemable noncontrolling interest at fair value
$
349

 
$
739

 
See accompanying notes to consolidated financial statements.


8




Corporate Office Properties, L.P. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except unit data)
(unaudited)
 
June 30,
2016
 
December 31,
2015
Assets
 

 
 

Properties, net:
 

 
 

Operating properties, net
$
2,782,330

 
$
2,920,529

Projects in development or held for future development
387,397

 
429,219

Total properties, net
3,169,727

 
3,349,748

Assets held for sale, net
300,584

 
96,782

Cash and cash equivalents
13,317

 
60,310

Restricted cash and marketable securities
3,256

 
1,953

Accounts receivable (net of allowance for doubtful accounts of $745 and $1,525, respectively)
32,505

 
29,167

Deferred rent receivable (net of allowance of $422 and $1,962, respectively)
92,316

 
105,484

Intangible assets on real estate acquisitions, net
88,788

 
98,338

Deferred leasing costs (net of accumulated amortization of $63,768 and $66,364, respectively)
42,632

 
53,868

Investing receivables
50,162

 
47,875

Prepaid expenses and other assets, net
43,359

 
60,024

Total assets
$
3,836,646

 
$
3,903,549

Liabilities and equity
 

 
 

Liabilities:
 

 
 

Debt, net
$
2,094,486

 
$
2,077,752

Accounts payable and accrued expenses
92,848

 
91,755

Rents received in advance and security deposits
32,035

 
37,148

Distributions payable
30,219

 
30,178

Deferred revenue associated with operating leases
17,560

 
19,758

Interest rate derivatives
20,245

 
3,160

Other liabilities
26,077

 
8,016

Total liabilities
2,313,470

 
2,267,767

Commitments and contingencies (Note 15)


 


Redeemable noncontrolling interests
22,473

 
19,218

Equity:
 

 
 

Corporate Office Properties, L.P.’s equity:
 

 
 

Preferred units
 
 
 
General partner, preferred units outstanding of 7,431,667 at June 30, 2016 and December 31, 2015
199,083

 
199,083

Limited partner, 352,000 preferred units outstanding at June 30, 2016 and December 31, 2015
8,800

 
8,800

Common units, 94,699,359 and 94,531,512 held by the general partner and 3,650,633 and 3,677,391 held by limited partners at June 30, 2016 and December 31, 2015, respectively
1,299,571

 
1,400,745

Accumulated other comprehensive loss
(18,437
)
 
(2,985
)
Total Corporate Office Properties, L.P.’s equity
1,489,017

 
1,605,643

Noncontrolling interests in subsidiaries
11,686

 
10,921

Total equity
1,500,703

 
1,616,564

Total liabilities, redeemable noncontrolling interest and equity
$
3,836,646

 
$
3,903,549

See accompanying notes to consolidated financial statements.


9


Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per unit data)
(unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenues
 

 
 

 
 
 
 
Rental revenue
$
107,524

 
$
105,508

 
$
212,906

 
$
203,746

Tenant recoveries and other real estate operations revenue
26,400

 
22,683

 
54,105

 
47,155

Construction contract and other service revenues
12,003

 
42,172

 
23,223

 
80,496

Total revenues
145,927

 
170,363

 
290,234

 
331,397

Expenses
 

 
 

 
 

 
 

Property operating expenses
48,141

 
46,418

 
100,016

 
97,099

Depreciation and amortization associated with real estate operations
33,248

 
33,786

 
67,775

 
65,385

Construction contract and other service expenses
11,478

 
41,293

 
22,172

 
78,791

Impairment losses
69,692

 
1,238

 
72,138

 
1,238

General, administrative and leasing expenses
8,026

 
7,534

 
19,909

 
15,425

Business development expenses and land carry costs
2,363

 
2,623

 
4,781

 
5,413

Total operating expenses
172,948

 
132,892

 
286,791

 
263,351

Operating (loss) income
(27,021
)
 
37,471

 
3,443

 
68,046

Interest expense
(22,639
)
 
(21,768
)
 
(46,198
)
 
(42,606
)
Interest and other income
1,330

 
1,242

 
2,486

 
2,525

Gain (loss) on early extinguishment of debt
5

 
(65
)
 
22

 
(68
)
(Loss) income from continuing operations before equity in income of unconsolidated entities and income taxes
(48,325
)
 
16,880

 
(40,247
)
 
27,897

Equity in income of unconsolidated entities
10

 
9

 
20

 
34

Income tax (expense) benefit
(1
)
 
(50
)
 
7

 
(105
)
(Loss) income from continuing operations
(48,316
)
 
16,839

 
(40,220
)
 
27,826

Discontinued operations
—

 
394

 
—

 
156

(Loss) income before gain on sales of real estate
(48,316
)
 
17,233

 
(40,220
)
 
27,982

Gain on sales of real estate
—

 
(1
)
 
—

 
3,985

Net (loss) income
(48,316
)
 
17,232

 
(40,220
)
 
31,967

Net income attributable to noncontrolling interests in consolidated entities
(911
)
 
(812
)
 
(1,890
)
 
(1,630
)
Net (loss) income attributable to COPLP
(49,227
)
 
16,420

 
(42,110
)
 
30,337

Preferred unit distributions
(3,718
)
 
(3,718
)
 
(7,435
)
 
(7,435
)
Net (loss) income attributable to COPLP common unitholders
$
(52,945
)
 
$
12,702

 
$
(49,545
)
 
$
22,902

Net (loss) income attributable to COPLP:
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(49,227
)
 
$
16,026

 
$
(42,110
)
 
$
30,178

Discontinued operations, net
—

 
394

 
—

 
159

Net (loss) income attributable to COPLP
$
(49,227
)
 
$
16,420

 
$
(42,110
)
 
$
30,337

Basic earnings per common unit (1)
 

 
 

 
 

 
 

(Loss) income from continuing operations
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Diluted earnings per common unit (1)
 

 
 

 
 
 
 
(Loss) income from continuing operations
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Distributions declared per common unit
$
0.275

 
$
0.275

 
$
0.550

 
$
0.550

(1) Basic and diluted earnings per common unit are calculated based on amounts attributable to common unitholders of Corporate Office Properties, L.P.
See accompanying notes to consolidated financial statements.

10


Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited) 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net (loss) income
$
(48,316
)
 
$
17,232

 
$
(40,220
)
 
$
31,967

Other comprehensive (loss) income
 

 
 

 
 
 
 
Unrealized (loss) gain on interest rate derivatives
(5,704
)
 
392

 
(16,988
)
 
(3,082
)
Losses on interest rate derivatives included in interest expense
850

 
769

 
1,720

 
1,542

Equity in other comprehensive loss of equity method investee
(184
)
 
(264
)
 
(184
)
 
(264
)
Other comprehensive (loss) income
(5,038
)
 
897

 
(15,452
)
 
(1,804
)
Comprehensive (loss) income
(53,354
)
 
18,129

 
(55,672
)
 
30,163

Comprehensive income attributable to noncontrolling interests
(911
)
 
(872
)
 
(1,890
)
 
(1,745
)
Comprehensive (loss) income attributable to COPLP
$
(54,265
)
 
$
17,257

 
$
(57,562
)
 
$
28,418

 
See accompanying notes to consolidated financial statements.



11


Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Equity
(Dollars in thousands)
(unaudited)
 
Limited Partner Preferred Units
 
General Partner
 Preferred Units
 
Common Units
 
Accumulated Other Comprehensive Income (Loss)
 
Noncontrolling Interests in Subsidiaries
 
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
 
 
Total Equity
Balance at December 31, 2014
352,000

 
$
8,800

 
7,431,667

 
$
199,083

 
97,092,835

 
$
1,305,219

 
$
(1,381
)
 
$
9,163

 
$
1,520,884

Issuance of common units resulting from common shares issued under at-the-market program
—

 
—

 
—

 
—

 
890,241

 
26,535

 
—

 
—

 
26,535

Issuance of common units resulting from exercise of share options
—

 
—

 
—

 
—

 
76,474

 
2,008

 
—

 
—

 
2,008

Share-based compensation (units net of redemption)
—

 
—

 
—

 
—

 
149,619

 
3,658

 
—

 
—

 
3,658

Redemptions of vested equity awards
—

 
—

 
—

 
—

 
—

 
(2,245
)
 
—

 
—

 
(2,245
)
Comprehensive income
—

 
330

 
—

 
7,105

 
—

 
22,902

 
(1,919
)
 
602

 
29,020

Distributions to owners of common and preferred units
—

 
(330
)
 
—

 
(7,105
)
 
—

 
(54,025
)
 
—

 
—

 
(61,460
)
Distributions to noncontrolling interests in subsidiaries
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(28
)
 
(28
)
Adjustment to arrive at fair value of redeemable noncontrolling interest
—

 
—

 
—

 
—

 
—

 
(739
)
 
—

 
—

 
(739
)
Balance at June 30, 2015
352,000

 
$
8,800

 
7,431,667

 
$
199,083

 
98,209,169

 
$
1,303,313

 
$
(3,300
)
 
$
9,737

 
$
1,517,633

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
352,000

 
$
8,800

 
7,431,667

 
$
199,083

 
98,208,903

 
$
1,400,745

 
$
(2,985
)
 
$
10,921

 
$
1,616,564

Costs associated with common shares issued to the public
—

 
—

 
—

 
—

 
—

 
(5
)
 
—

 
—

 
(5
)
Share-based compensation (units net of redemption)
—

 
—

 
—

 
—

 
141,089

 
4,303

 
—

 
—

 
4,303

Redemptions of vested equity awards
—

 
—

 
—

 
—

 
—

 
(1,492
)
 
—

 
—

 
(1,492
)
Comprehensive loss
—

 
330

 
—

 
7,105

 
—

 
(49,545
)
 
(15,452
)
 
773

 
(56,789
)
Distributions to owners of common and preferred units
—

 
(330
)
 
—

 
(7,105
)
 
—

 
(54,086
)
 
—

 
—

 
(61,521
)
Distributions to noncontrolling interests in subsidiaries
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(8
)
 
(8
)
Adjustment to arrive at fair value of redeemable noncontrolling interest
—

 
—

 
—

 
—

 
—

 
(349
)
 
—

 
—

 
(349
)
Balance at June 30, 2016
352,000

 
$
8,800

 
7,431,667

 
$
199,083

 
98,349,992

 
$
1,299,571

 
$
(18,437
)
 
$
11,686

 
$
1,500,703

See accompanying notes to consolidated financial statements.

12


Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
For the Six Months Ended June 30,
 
2016
 
2015
Cash flows from operating activities
 

 
 

Revenues from real estate operations received
$
260,984

 
$
240,538

Construction contract and other service revenues received
34,992

 
86,790

Property operating expenses paid
(87,005
)
 
(79,667
)
Construction contract and other service expenses paid
(24,303
)
 
(76,355
)
General, administrative, leasing, business development and land carry costs paid
(19,212
)
 
(20,121
)
Interest expense paid
(41,179
)
 
(32,375
)
Interest and other income received
128

 
4,055

Other
(5
)
 
(26
)
Net cash provided by operating activities
124,400

 
122,839

Cash flows from investing activities
 

 
 

Construction, development and redevelopment
(75,339
)
 
(117,498
)
Acquisitions of operating properties and related intangible assets
—

 
(137,125
)
Tenant improvements on operating properties
(14,862
)
 
(10,314
)
Other capital improvements on operating properties
(16,007
)
 
(8,372
)
Proceeds from dispositions of properties
5,448

 
17,424

Investing receivables payments received
—

 
5,114

Leasing costs paid
(3,434
)
 
(6,732
)
Other
(13
)
 
(3,538
)
Net cash used in investing activities
(104,207
)
 
(261,041
)
Cash flows from financing activities
 

 
 

Proceeds from debt
 
 
 
Revolving Credit Facility
133,500

 
294,000

Unsecured senior notes
—

 
296,580

Other debt proceeds
45,000

 
50,000

Repayments of debt
 
 
 
Revolving Credit Facility
(119,000
)
 
(377,000
)
Scheduled principal amortization
(3,532
)
 
(3,319
)
Other debt repayments
(40,498
)
 
(50,630
)
Deferred financing costs paid
(528
)
 
(4,693
)
Net proceeds from issuance of common units
(5
)
 
28,567

Common unit distributions paid
(54,053
)
 
(53,773
)
Preferred unit distributions paid
(7,435
)
 
(7,435
)
Redemption of vested equity awards
(1,492
)
 
(2,245
)
Distributions paid to redeemable noncontrolling interests
(14,306
)
 
—

Other
(4,837
)
 
(853
)
Net cash (used in) provided by financing activities
(67,186
)
 
169,199

Net (decrease) increase in cash and cash equivalents
(46,993
)
 
30,997

Cash and cash equivalents
 

 
 

Beginning of period
60,310

 
6,077

End of period
$
13,317

 
$
37,074

See accompanying notes to consolidated financial statements.

13


Corporate Office Properties, L.P. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(in thousands)
(unaudited)

 
For the Six Months Ended June 30,
 
2016
 
2015
Reconciliation of net (loss) income to net cash provided by operating activities:
 

 
 

Net (loss) income
$
(40,220
)
 
$
31,967

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 

 
 

Depreciation and other amortization
68,901

 
66,404

Impairment losses
72,138

 
1,472

Losses on interest rate derivatives
1,870

 
—

Amortization of deferred financing costs and net debt discounts
2,998

 
2,618

Increase in deferred rent receivable
(1,276
)
 
(5,956
)
Gain on sales of real estate
—

 
(3,985
)
Share-based compensation
3,839

 
3,210

Other
(1,725
)
 
1,754

Operating changes in assets and liabilities:
 

 
 
(Increase) decrease in accounts receivable
(3,320
)
 
10,655

Increase in restricted cash and marketable securities
(1,106
)
 
(744
)
Decrease in prepaid expenses and other assets, net
11,303

 
6,518

Increase in accounts payable, accrued expenses and other liabilities
16,111

 
12,566

Decrease in rents received in advance and security deposits
(5,113
)
 
(3,640
)
Net cash provided by operating activities
$
124,400

 
$
122,839

Supplemental schedule of non-cash investing and financing activities:
 

 
 

Increase in accrued capital improvements, leasing and other investing activity costs
$
1,604

 
$
15,927

Increase in property and redeemable noncontrolling interests in connection with property contributed in a joint venture
$
22,600

 
$
—

Decrease in redeemable noncontrolling interests and increase in other liabilities in connection with distribution payable to redeemable noncontrolling interest
$
6,675

 
$
—

Other liabilities assumed on acquisition of operating properties
$
—

 
$
5,265

Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests
$
(15,268
)
 
$
(1,540
)
Equity in other comprehensive loss of an equity method investee
$
(184
)
 
$
(264
)
Distributions payable
$
30,219

 
$
30,178

Increase in redeemable noncontrolling interest and decrease in equity to carry redeemable noncontrolling interest at fair value
$
349

 
$
739

 
See accompanying notes to consolidated financial statements.



14


Corporate Office Properties Trust and Subsidiaries and Corporate Office Properties, L.P. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)
 
1.    Organization
 
Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”) is a fully-integrated and self-managed real estate investment trust (“REIT”). Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the “Operating Partnership”) is the entity through which COPT, the sole general partner of COPLP, conducts almost all of its operations and owns almost all of its assets. Unless otherwise expressly stated or the context otherwise requires, “we”, “us” and “our” as used herein refer to each of the Company and the Operating Partnership. We own, manage, lease, develop and selectively acquire office and data center properties. The majority of our portfolio is in locations that support United States Government agencies and their contractors, most of whom are engaged in national security, defense and information technology (“IT”) related activities servicing what we believe are growing, durable priority missions (“Defense/IT Locations”). We also own a complementary portfolio of traditional office properties located in select urban/urban-like submarkets within our regional footprint with durable Class-A office fundamentals and characteristics, as well as other properties supporting general commercial office tenants (“Regional Office”). As of June 30, 2016, our properties included the following:

•
181 operating office properties totaling 18.4 million square feet, including 11 triple-net leased, single-tenant data center properties;
•
12 office properties under, or contractually committed for, construction or redevelopment that we estimate will total approximately 1.5 million square feet upon completion, including two partially operational properties
included above and two properties completed but held for future lease to the United States Government;
•
1,379 acres of land we control that we believe could be developed into approximately 16.7 million square feet; and
•
a wholesale data center with a critical load of 19.25 megawatts.
 
COPLP owns real estate both directly and through subsidiary partnerships and limited liability companies (“LLCs”).  In addition to owning real estate, COPLP also owns subsidiaries that provide real estate services such as property management and construction and development services primarily for our properties but also for third parties. Some of these services are performed by a taxable REIT subsidiary (“TRS”).

Equity interests in COPLP are in the form of common and preferred units. As of June 30, 2016, COPT owned 96.3% of the outstanding COPLP common units (“common units”) and 95.5% of the outstanding COPLP preferred units (“preferred units”); the remaining common and preferred units in COPLP were owned by third parties. Common units in COPLP not owned by COPT carry certain redemption rights. The number of common units in COPLP owned by COPT is equivalent to the number of outstanding common shares of beneficial interest (“common shares”) of COPT, and the entitlement of all COPLP common units to quarterly distributions and payments in liquidation is substantially the same as those of COPT common shareholders. Similarly, in the case of each series of preferred units in COPLP held by COPT, there is a series of preferred shares of beneficial interest (“preferred shares”) in COPT that is equivalent in number and carries substantially the same terms as such series of COPLP preferred units. COPT’s common shares are publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “OFC”.

Because COPLP is managed by COPT, and COPT conducts substantially all of its operations through COPLP, we refer to COPT’s executive officers as COPLP’s executive officers, and although, as a partnership, COPLP does not have a board of trustees, we refer to COPT’s Board of Trustees as COPLP’s Board of Trustees.
  
2.     Summary of Significant Accounting Policies
 
Basis of Presentation
 
The COPT consolidated financial statements include the accounts of COPT, the Operating Partnership, their subsidiaries and other entities in which COPT has a majority voting interest and control.  The COPLP consolidated financial statements include the accounts of COPLP, its subsidiaries and other entities in which COPLP has a majority voting interest and control.  We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if we are deemed to be the primary beneficiary of such entities.  We eliminate all intercompany balances and transactions in consolidation.

 We use the equity method of accounting when we own an interest in an entity and can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net

15


advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity.
 
We use the cost method of accounting when we own an interest in an entity and cannot exert significant influence over its operations.

These interim financial statements should be read together with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2015 included in our 2015 Annual Report on Form 10-K.  The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly present our financial position and results of operations.  All adjustments are of a normal recurring nature.  The consolidated financial statements have been prepared using the accounting policies described in our 2015 Annual Report on Form 10-K.

Recent Accounting Pronouncements

We adopted guidance issued by the Financial Accounting Standards Board (“FASB”) effective January 1, 2016 regarding the presentation of extraordinary and unusual items in statements of operations. This guidance eliminates the concept of extraordinary items. However, the presentation and disclosure requirements for items that are either unusual in nature or infrequent in occurrence remain and will be expanded to include items that are both unusual in nature and infrequent in occurrence. Our adoption of this guidance did not affect on our reported consolidated financial statements.

We adopted guidance issued by the FASB effective January 1, 2016 modifying the analysis that must be performed by us in determining whether we should consolidate certain types of legal entities. The guidance did not amend the existing disclosure requirements for VIEs or voting interest model entities.  The guidance, however, modified the requirements to qualify under the voting interest model. Under the revised guidance, COPLP is considered a variable interest entity of COPT. As COPLP was already consolidated in the balance sheets of COPT, the identification of COPLP as a variable interest entity had no impact on the consolidated financial statements.  There were no other legal entities qualifying under the scope of the revised guidance that were consolidated as a result of the adoption.  In addition, there were no voting interest entities under prior existing guidance determined to be variable interest entities under the revised guidance.  

We adopted effective January 1, 2016 guidance that eliminates the requirement to restate prior period financial statements for measurement period adjustments following a business combination.  The guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impact of the adjustment should be either presented separately on the face of the statement of operations or disclosed in the notes. Our adoption of this guidance did not affect our reported consolidated financial statements.

In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers. Under this guidance, an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We are required to adopt this guidance for our annual and interim periods beginning January 1, 2018 using one of two methods: retrospective restatement for each reporting period presented at the time of adoption, or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. We are currently assessing the financial impact of this guidance on our consolidated financial statements.

In February 2016, the FASB issued guidance that sets forth principles for the recognition, measurement, presentation and disclosure of leases.  This guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. The resulting classification determines whether the lease expense is recognized based on an effective interest method or straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The guidance requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.  This guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the financial impact of this guidance on our consolidated financial statements.

In March 2016, the FASB issued guidance intended to simplify certain aspects of the accounting for employee based share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the consolidated statement of cash flows. This guidance is effective for annual periods beginning after

16


December 15, 2016, and interim periods within those annual periods, with early adoption permitted. We are currently assessing the financial impact of this guidance on our consolidated financial statements.

3.     Fair Value Measurements

Recurring Fair Value Measurements

COPT has a non-qualified elective deferred compensation plan for certain members of our management team that permits participants to defer up to 100% of their compensation on a pre-tax basis and receive a tax-deferred return on such deferrals. The assets held in the plan (comprised primarily of mutual funds and equity securities) and the corresponding liability to the participants are measured at fair value on a recurring basis on COPT’s consolidated balance sheet using quoted market prices, as are other marketable securities that we hold. The balance of the plan, which was fully funded, totaled $5.0 million as of June 30, 2016, and is included in the accompanying COPT consolidated balance sheets in the line entitled restricted cash and marketable securities. The offsetting liability associated with the plan is adjusted to fair value at the end of each accounting period based on the fair value of the plan assets and reported in other liabilities on COPT’s consolidated balance sheets. The assets of the plan and other marketable securities that we hold are classified in Level 1 of the fair value hierarchy. The liability associated with the plan is classified in Level 2 of the fair value hierarchy.

The fair values of our interest rate derivatives are determined using widely accepted valuation techniques, including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While we determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our interest rate derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of June 30, 2016, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives and determined that these adjustments are not significant. As a result, we determined that our interest rate derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, other assets (excluding investing receivables) and accounts payable and accrued expenses are reasonable estimates of their fair values because of the short maturities of these instruments.  As discussed in Note 6, we estimated the fair values of our investing receivables based on the discounted estimated future cash flows of the loans (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans with similar maturities and credit quality, and the estimated cash payments include scheduled principal and interest payments.  For our disclosure of debt fair values in Note 8, we estimated the fair value of our unsecured senior notes based on quoted market rates for publicly-traded debt (categorized within Level 2 of the fair value hierarchy) and estimated the fair value of our other debt based on the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximate current market rates for loans, or groups of loans, with similar maturities and credit quality, and the estimated future payments include scheduled principal and interest payments.  Fair value estimates are made as of a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment.  Settlement at such fair value amounts may not be possible and may not be a prudent management decision.
 
For additional fair value information, please refer to Note 6 for investing receivables, Note 8 for debt and Note 9 for interest rate derivatives. 


17


COPT and Subsidiaries

The table below sets forth financial assets and liabilities of COPT and its subsidiaries that are accounted for at fair value on a recurring basis as of June 30, 2016 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):
Description
 
Quoted Prices in
Active Markets for
Identical Assets(Level 1)
 
Significant Other
Observable Inputs(Level 2)
 
Significant
Unobservable Inputs(Level 3)
 
Total
Assets:
 
 

 
 

 
 

 
 

Marketable securities in deferred compensation plan (1)
 
 

 
 

 
 

 
 

Mutual funds
 
$
4,954

 
$
—

 
$
—

 
$
4,954

Other
 
92

 
—

 
—

 
92

Total assets
 
$
5,046

 
$
—

 
$
—

 
$
5,046

Liabilities:
 
 

 
 

 
 

 
 

Deferred compensation plan liability (2)
 
$
—

 
$
5,046

 
$
—

 
$
5,046

Interest rate derivatives
 
—

 
20,245

 
—

 
20,245

Total liabilities
 
$
—

 
$
25,291

 
$
—

 
$
25,291


(1) Included in the line entitled “restricted cash and marketable securities” on COPT’s consolidated balance sheet.
(2) Included in the line entitled “other liabilities” on COPT’s consolidated balance sheet.

COPLP and Subsidiaries

The table below sets forth financial assets and liabilities of COPLP and its subsidiaries that are accounted for at fair value on a recurring basis as of June 30, 2016 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):
Description
 
Quoted Prices in
Active Markets for
Identical Assets(Level 1)
 
Significant Other
Observable Inputs(Level 2)
 
Significant
Unobservable Inputs(Level 3)
 
Total
Liabilities:
 
 

 
 

 
 

 
 

Interest rate derivatives
 
$
—

 
$
20,245

 
$
—

 
$
20,245


Nonrecurring Fair Value Measurements

During the second quarter of 2016, as part of our closing process, we conducted our quarterly review of our portfolio for indicators of impairment considering the refined investment strategy of our newly-appointed Chief Executive Officer and concluded that we would: (1) not hold our operating properties in Aberdeen, Maryland for the long-term; (2) sell specific properties in our Northern Virginia Defense/IT and Fort Meade/BW Corridor sub-segments; (3) not develop commercial properties on land in Frederick, Maryland; and (4) sell the remaining operating property in Greater Philadelphia that had not previously been classified as held for sale. Accordingly, we performed recoverability analyses for each of these properties and recorded the following impairment losses resulting from nonrecurring fair value measurements:

•
$34.4 million on operating properties in Aberdeen, Maryland (included in our Other segment). After shortening our estimated holding period for these properties, we determined that the carrying amount of the properties would not likely be recovered from the operation and eventual dispositions of the properties during the shortened holding period. Accordingly, we adjusted the properties to their estimated fair value;
•
$14.1 million on operating properties in our Northern Virginia Defense/IT and Fort Meade/BW Corridor sub-segments that we reclassified to held for sale during the period whose carrying amounts exceeded their estimated fair values less cost to sell;
•
$8.2 million on land in Frederick, Maryland. We determined that the carrying amount of the land would not likely be recovered from the sale of this property. Accordingly, we adjusted the land to its estimated fair value;
•
$6.2 million on a property in Greater Philadelphia (included in our Regional Office segment) that we reclassified to held for sale during the period whose carrying amounts exceeded its estimated fair value less cost to sell; and
•
$4.4 million on land in Aberdeen, Maryland. In performing our analysis related to the operating properties in Aberdeen, we determined that the weakening leasing and overall commercial real estate conditions in that market indicated that our land holdings in the market may be impaired. As a result, we determined that the carrying amount of the land was not recoverable and, accordingly, adjusted the land to its estimated fair value.

18



During the six months ended June 30, 2016, we also recognized the following impairment losses resulting from nonrecurring fair value measurements:

•
$3.4 million (primarily in the three months ended March 31, 2016) on land in Colorado Springs, Colorado, the carrying amount of which exceeded the estimated fair value less costs to sell. Most of these losses pertained to land we decided to sell during the three months ended March 31, 2016 that was reclassified as held for sale, and the remainder was attributable to further decreases in fair value of properties previously classified as held for sale based on recent bids from and negotiations with prospective buyers; and
•
$1.4 million (primarily in the three months ended March 31, 2016) primarily on operating properties in White Marsh, Maryland (included in our Regional Office segment) classified as held for sale whose carrying amounts exceeded their estimated fair values less costs to sell based on recent negotiations with prospective buyers.

The table below sets forth the fair value hierarchy of the valuation technique we used to determine nonrecurring fair value measurements of these assets as of June 30, 2016 (dollars in thousands):
 
 
Fair Values as of June 30, 2016
 
 
 
Quoted Prices in
 
 
 
Significant
 
 
 
 
 
Active Markets for
 
Significant Other
 
Unobservable
 
 
 
 
 
Identical Assets
 
Observable Inputs
 
Inputs
 
 
 
Description
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
Assets:
 
 

 
 

 
 

 
 

 
Operating properties, net (1)
 
$
—

 
$
—

 
$
13,700

 
$
13,700

 
Projects in development or held for future development (2)
 
—

 
—

 
9,117

 
9,117

 
Assets held for sale, net (3)
 
—

 
—

 
55,322

 
55,322

 

(1)
Valuations were determined using a discounted cash flow model. Refer to table below for quantitative information about significant unobservable inputs used in the model.
(2) Valuation was determined using the comparable sales approach.
(3) Represents fair value less estimated costs to sell using contract prices or bids that were deemed indicative of fair value.

The table below sets forth quantitative information about significant unobservable inputs used for the Level 3 fair value measurements reported above for operating properties as of June 30, 2016:
 Unobservable Input
 
Range (Weighted Average)
Discount rate
 
11.0% to 12.0% (11.6%)
Capitalization rate
 
9.0% to 10.0% (9.5%)

4.    Properties, Net
 
Operating properties, net consisted of the following (in thousands): 
 
June 30,
2016
 
December 31,
2015
Land
$
455,355

 
$
463,305

Buildings and improvements
3,005,802

 
3,157,587

Less: Accumulated depreciation
(678,827
)
 
(700,363
)
Operating properties, net
$
2,782,330

 
$
2,920,529



19


Projects in development or held for future development consisted of the following (in thousands):
 
June 30,
2016
 
December 31,
2015
Land
$
209,202

 
$
207,774

Development in progress, excluding land
178,195

 
221,445

Projects in development or held for future development
$
387,397

 
$
429,219


Our properties held for sale included:

•
as of June 30, 2016: 13 operating properties in White Marsh, Maryland (included in our Regional Office segment); four operating properties in Greater Philadelphia (included in our Regional Office segment); ten operating properties in our Fort Meade/BW Corridor sub-segment; two operating properties in San Antonio (included in our Other segment); one operating property in our Northern Virginia Defense/IT sub-segment; and land in Northern Virginia, Colorado Springs and Greater Philadelphia; and
•
as of December 31, 2015: 13 operating properties in White Marsh, Maryland (included in our Regional Office segment); two operating properties in San Antonio (included in our Other segment); and land in Northern Virginia and Colorado Springs.

The table below sets forth the components of assets held for sale on our consolidated balance sheet for these properties (in thousands):
 
 
June 30, 2016
 
December 31, 2015
Properties, net
$
269,008

 
$
90,188

Deferred rent receivable
15,765

 
2,891

Intangible assets on real estate acquisitions, net
1,591

 
1,591

Deferred leasing costs, net
10,869

 
1,391

Lease incentives, net
3,351

 
721

Assets held for sale, net
$
300,584

 
$
96,782


Acquisitions

We acquired the following operating properties in 2015:

•
250 W. Pratt Street, a 367,000 square foot office property in Baltimore, Maryland that was 96.2% leased, for $61.8 million on March 19, 2015;
•
2600 Park Tower Drive, a 237,000 square foot office property in Vienna, Virginia (in the Northern Virginia region) that was 100% leased, for $80.5 million on April 15, 2015; and
•
100 Light Street, a 558,000 square foot office property in Baltimore, Maryland that was 93.5% leased, and its structured parking garage, 30 Light Street, for $121.2 million on August 7, 2015. In connection with that acquisition, we assumed a $55.0 million mortgage loan with a fair value at assumption of $55.5 million.

These properties contributed:

•
revenues of $9.2 million for the three months ended June 30, 2016, $4.0 million for the three months ended June 30, 2015, $18.4 million for the six months ended June 30, 2016 and $4.3 million for the six months ended June 30, 2015; and
•
net income from continuing operations of $1.1 million for the three months ended June 30, 2016, $40,000 for the three months ended June 30, 2015, $2.0 million for the six months ended June 30, 2016 and $210,000 for the six months ended June 30, 2015.

We accounted for these acquisitions as business combinations. We included the results of operations for the acquisitions in our consolidated statements of operations from their respective purchase dates through June 30, 2016. The following table presents pro forma information for COPT and subsidiaries as if these acquisitions had occurred on January 1, 2014. This pro forma information also includes adjustments to reclassify operating property acquisition costs to the six months ended June 30, 2014 from the 2015 periods in which they were actually incurred. The pro forma financial information was prepared for comparative purposes only and is not necessarily indicative of what would have occurred had these acquisitions been made at that time or of results which may occur in the future (in thousands, except per share amounts).

20


 
For the Three Months Ended June 30, 2015
 
For the Six Months Ended June 30, 2015
 
(Unaudited)
Pro forma total revenues
$
175,996

 
$
345,921

Pro forma net income attributable to COPT common shareholders
$
13,259

 
$
24,106

Pro forma EPS:
 
 
 
Basic
$
0.14

 
$
0.25

Diluted
$
0.14

 
$
0.25


2016 Dispositions

We sold land in the six months ended June 30, 2016 for $5.7 million, with no gain recognized.

2016 Construction Activities

During the six months ended June 30, 2016, we placed into service 298,000 square feet in two newly constructed office properties and 55,000 square feet in two redeveloped properties (including a partially operational property). As of June 30, 2016, we had nine office properties under construction, or for which we were contractually committed to construct, that we estimate will total 1.4 million square feet upon completion (including two properties completed but held for future lease to the United States Government) and three office properties under redevelopment that we estimate will total 104,000 square feet upon completion.

5.    Real Estate Joint Ventures

The table below sets forth information pertaining to our investments in consolidated real estate joint ventures as of June 30, 2016 (dollars in thousands):
 
 
 
 
Nominal
 
 
 
 
 
 
 
 
 
 
 
 
Ownership
 
 
 
June 30, 2016
(1)
 
 
Date
 
% as of
 
 
 
Total
 
Encumbered
 
Total
 
 
Acquired
 
6/30/2016
 
Nature of Activity
 
Assets
 
Assets
 
Liabilities
LW Redstone Company, LLC
 
3/23/2010
 
85%
 
Development and operation of real estate (2)
 
$
151,416

 
$
81,094

 
$
52,362

M Square Associates, LLC
 
6/26/2007
 
50%
 
Development and operation of real estate (3)
 
65,788

 
47,399

 
46,205

Stevens Investors, LLC
 
8/11/2015
 
95%
 
Development of real estate (4)
 
38,859

 
—

 
7,446

 
 
 
 
 
 
 
 
$
256,063

 
$
128,493

 
$
106,013

(1) Excludes amounts eliminated in consolidation.
(2) This joint venture’s properties are in Huntsville, Alabama.
(3) This joint venture’s properties are in College Park, Maryland.
(4) This joint venture’s property is in Washington, DC.

In January 2016, our partner in Stevens Investors, LLC contributed to the joint venture, for a value of $22.6 million, interests in contracts controlling land to be developed (including a purchase agreement and a ground lease). Our partner subsequently received a cash distribution from the joint venture of $13.4 million, which was funded by us. Our partner is also entitled to receive an additional distribution from the joint venture of $6.7 million to be funded by us (expected later in 2016 or 2017) that was reported in other liabilities on our consolidated balance sheet as of June 30, 2016.

6.     Investing Receivables
 
Investing receivables, including accrued interest thereon, consisted of the following (in thousands):
 
 
June 30,
2016
 
December 31,
2015
Notes receivable from the City of Huntsville
$
47,142

 
$
44,875

Other investing loans receivable
3,020

 
3,000

 
$
50,162

 
$
47,875

 
Our notes receivable from the City of Huntsville funded infrastructure costs in connection with our LW Redstone Company, LLC joint venture (see Note 5) and carry an interest rate of 9.95%.

21



We did not have an allowance for credit losses in connection with our investing receivables as of June 30, 2016 or December 31, 2015.  The fair value of these receivables approximated their carrying amounts as of June 30, 2016 and December 31, 2015.

7.    Prepaid Expenses and Other Assets, Net
 
Prepaid expenses and other assets consisted of the following (in thousands):
 
 
June 30,
2016
 
December 31,
2015
Prepaid expenses
$
10,301

 
$
23,009

Lease incentives, net
7,873

 
11,133

Furniture, fixtures and equipment, net
5,686

 
6,004

Construction contract costs incurred in excess of billings
5,281

 
3,261

Deferred financing costs, net (1)
4,497

 
5,867

Deferred tax asset, net (2)
3,589

 
3,467

Other assets
6,132

 
7,283

Prepaid expenses and other assets, net
$
43,359

 
$
60,024


(1) Represents deferred costs, net of accumulated amortization, attributable to our Revolving Credit Facility and interest rate derivatives.
(2) Includes a valuation allowance of $2.1 million.


22


8.    Debt, Net
 
Our debt consisted of the following (dollars in thousands):
 
 
 
 
 
 
 
 
 
 
 
Carrying Value (1) as of
 
 
 
Scheduled Maturity
 
 
June 30,
2016
 
December 31,
2015
 
Stated Interest Rates as of
 
as of
 
 
 
 
June 30, 2016
 
June 30, 2016
Mortgage and Other Secured Loans:
 
 

 
 

 
 
 
 
Fixed rate mortgage loans (2)
 
$
318,243

 
$
281,208

 
3.82% - 7.87% (3)
 
2016-2026
Variable rate secured loans
 
13,608

 
49,792

 
LIBOR + 1.85% (4)
 
2016-2020
Total mortgage and other secured loans
 
331,851

 
331,000

 
 
 
 
Revolving Credit Facility
 
58,000

 
43,500

 
LIBOR + 0.875% to 1.60% (5)
 
May 2019
Term Loan Facilities (6)
 
516,508

 
515,902

 
LIBOR + 0.90% to 2.60% (7)
 
2019-2022
Unsecured Senior Notes
 
 
 
 
 
 
 
 
3.600%, $350,000 aggregate principal
 
346,920

 
346,714

 
3.60% (8)
 
May 2023
5.250%, $250,000 aggregate principal
 
245,951

 
245,731

 
5.25% (9)
 
February 2024
3.700%, $300,000 aggregate principal
 
297,609

 
297,378

 
3.70% (10)
 
June 2021
5.000%, $300,000 aggregate principal
 
296,192

 
296,019

 
5.00% (11)
 
July 2025
Unsecured notes payable
 
1,455

 
1,508

 
0% (12)
 
2026
Total debt, net
 
$
2,094,486

 
$
2,077,752

 
 
 
 

(1)
The carrying values of our loans other than the Revolving Credit Facility reflect net deferred financing costs of $7.4 million as of June 30, 2016 and $8.0 million as of December 31, 2015.
(2)  
Several of the fixed rate mortgages carry interest rates that were above or below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates.  The carrying values of these loans reflect net unamortized premiums totaling $459,000 as of June 30, 2016 and $514,000 as of December 31, 2015.
(3)
The weighted average interest rate on our fixed rate mortgage loans was 5.75% as of June 30, 2016.
(4) 
The interest rate on our variable rate secured loan as of June 30, 2016 was 2.31%.
(5)
The weighted average interest rate on the Revolving Credit Facility was 1.62% as of June 30, 2016.
(6)  
An additional $150 million in borrowings is available to be drawn under a term loan. In addition, we have the ability to borrow an additional $430.0 million in the aggregate under these term loan facilities, provided that there is no default under the facilities and subject to the approval of the lenders.
(7) 
The weighted average interest rate on these loans was 2.10% as of June 30, 2016.
(8)
The carrying value of these notes reflects an unamortized discount totaling $2.1 million as of June 30, 2016 and $2.2 million as of December 31, 2015.  The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%. 
(9)
The carrying value of these notes reflects an unamortized discount totaling $3.6 million as of June 30, 2016 and $3.8 million as of December 31, 2015.  The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%. 
(10)
The carrying value of these notes reflects an unamortized discount totaling $1.9 million as of June 30, 2016 and $2.1 million as of December 31, 2015.  The effective interest rate under the notes, including amortization of the issuance costs, was 3.85%. 
(11) The carrying value of these notes reflects an unamortized discount totaling $3.2 million as of June 30, 2016 and $3.3 million as of December 31, 2015.  The effective interest rate under the notes, including amortization of the issuance costs, was 5.15%.
(12) 
These notes carry interest rates that were below market rates upon assumption and therefore were recorded at their fair value based on applicable effective interest rates.  The carrying value of these notes reflects an unamortized discount totaling $506,000 as of June 30, 2016 and $554,000 as of December 31, 2015.
 
All debt is owed by the Operating Partnership. While COPT is not directly obligated by any debt, it has guaranteed the Operating Partnership’s Revolving Credit Facility, Term Loan Facilities and Unsecured Senior Notes.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants.  As of June 30, 2016, we were within the compliance requirements of these financial covenants.

We capitalized interest costs of $1.3 million in the three months ended June 30, 2016, $2.0 million in the three months ended June 30, 2015, $3.1 million in the six months ended June 30, 2016 and $4.1 million in the six months ended June 30, 2015.


23


The following table sets forth information pertaining to the fair value of our debt (in thousands): 
 
June 30, 2016
 
December 31, 2015
 
Carrying
 
Estimated
 
Carrying
 
Estimated
 
Amount
 
Fair Value
 
Amount
 
Fair Value
Fixed-rate debt
 

 
 

 
 

 
 

Unsecured Senior Notes
$
1,186,672

 
$
1,227,235

 
$
1,185,842

 
$
1,211,658

Other fixed-rate debt
319,698

 
329,066

 
282,716

 
291,991

Variable-rate debt
588,116

 
592,032

 
609,194

 
610,987

 
$
2,094,486

 
$
2,148,333

 
$
2,077,752

 
$
2,114,636

 

9.    Interest Rate Derivatives
 
The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands):
 
 
 



 

 

Fair Value at
Notional Amount
 
Fixed Rate

Floating Rate Index

Effective Date

Expiration Date

June 30,
2016

December 31,
2015
$
100,000


0.8055%

One-Month LIBOR

9/2/2014

9/1/2016

$
(58
)

$
(148
)
100,000


0.8100%

One-Month LIBOR

9/2/2014

9/1/2016

(59
)

(151
)
100,000


1.6730%

One-Month LIBOR

9/1/2015

8/1/2019

(3,117
)

(1,217
)
100,000


1.7300%

One-Month LIBOR

9/1/2015

8/1/2019

(3,293
)

(1,429
)
13,765

(1)
1.3900%
 
One-Month LIBOR
 
10/13/2015
 
10/1/2020
 
(337
)
 
53

100,000

 
1.9013%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(5,367
)
 
(138
)
100,000

 
1.9050%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(5,336
)
 
(45
)
50,000

 
1.9079%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(2,678
)
 
(32
)
 

 
 

 

 

 

$
(20,245
)

$
(3,107
)

(1)
The notional amount of this instrument is scheduled to amortize to $12.1 million.

Each of the interest rate swaps set forth in the table above was designated as a cash flow hedge of interest rate risk.
 
The table below sets forth the fair value of our interest rate derivatives as well as their classification on our consolidated balance sheets (in thousands):
 
 
 
 
Fair Value at
Derivatives
 
Balance Sheet Location
 
June 30,
2016
 
December 31, 2015
Interest rate swaps designated as cash flow hedges
 
Prepaid expenses and other assets
 
$
—

 
$
53

Interest rate swaps designated as cash flow hedges
 
Interest rate derivatives
 
(20,245
)
 
(3,160
)
 
The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands):
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Amount of (loss) gain recognized in accumulated other comprehensive loss (“AOCL”) (effective portion)
 
$
(5,704
)
 
$
392

 
$
(16,988
)
 
$
(3,082
)
Amount of losses reclassified from AOCL into interest expense (effective portion)
 
850

 
769

 
1,720

 
1,542

Amount of loss recognized in interest expense (ineffective portion)
 
319

 
—

 
1,870

 
—


Over the next 12 months, we estimate that approximately $5.6 million of losses will be reclassified from AOCL as an increase to interest expense.


24


We have agreements with each of our interest rate derivative counterparties that contain provisions under which, if we default or are capable of being declared in default on defined levels of our indebtedness, we could also be declared in default on our derivative obligations.  These agreements also incorporate the loan covenant provisions of our indebtedness with a lender affiliate of the derivative counterparties.  Failure to comply with the loan covenant provisions could result in our being declared in default on any derivative instrument obligations covered by the agreements.  As of June 30, 2016, the fair value of interest rate derivatives in a liability position related to these agreements was $21.1 million, excluding the effects of accrued interest and credit valuation adjustments. As of June 30, 2016, we had not posted any collateral related to these agreements.  We are not in default with any of these provisions.  If we breached any of these provisions, we could be required to settle our obligations under the agreements at their termination value of $21.4 million.
 
10.    Redeemable Noncontrolling Interests

Our partners in two real estate joint ventures, LW Redstone Company, LLC and Stevens Investors, LLC (discussed further in Note 5), have the right to require us to acquire their respective interests at fair value; accordingly, we classify the fair value of our partners’ interests as redeemable noncontrolling interests in the mezzanine section of our consolidated balance sheet. We determine the fair value of the interests based on unobservable inputs after considering the assumptions that market participants would make in pricing the interest. We apply a discount rate to the estimated future cash flows allocable to our partners from the properties underlying the respective joint ventures. Estimated cash flows used in such analyses are based on our plans for the properties and our views of market and economic conditions, and consider items such as current and future rental rates, occupancies for the properties and comparable properties and estimated operating and capital expenditures. The table below sets forth the activity for these redeemable noncontrolling interests (in thousands):
 
 
For the Six Months Ended June 30,
 
 
2016
 
2015
Beginning balance
 
$
19,218

 
$
18,417

Contributions from noncontrolling interests
 
22,778

 
—

Distributions to noncontrolling interests
 
(20,989
)
 
(885
)
Net income attributable to noncontrolling interests
 
1,117

 
1,143

Adjustment to arrive at fair value of interests
 
349

 
739

Ending balance
 
$
22,473

 
$
19,414


11.    Equity
 
During the six months ended June 30, 2016, certain COPLP limited partners redeemed 26,758 common units in COPLP for an equal number of common shares in COPT.

See Note 13 for disclosure of COPT common share and COPLP common unit activity pertaining to our share-based compensation plans.

25


12.    Information by Business Segment

Our segment reporting includes the following segments: Defense/IT Locations; Regional Office; our operating wholesale data center; and other. Our segment reporting also includes reporting for Defense/IT Locations sub-segments, which include the following: Fort George G. Meade and the Baltimore/Washington Corridor (referred to herein as “Fort Meade/BW Corridor”); Northern Virginia Defense/IT Locations; Lackland Air Force Base (in San Antonio); locations serving the U.S. Navy (“Navy Support Locations”), which included properties proximate to the Washington Navy Yard, the Naval Air Station Patuxent River in Maryland and the Naval Surface Warfare Center Dahlgren Division in Virginia; Redstone Arsenal (in Huntsville); and data center shells (properties leased to tenants to be operated as data centers in which the tenants generally fund the costs for the power, fiber connectivity and data center infrastructure). The table below reports segment financial information for our reportable segments (in thousands).  We measure the performance of our segments through the measure we define as NOI from real estate operations, which is derived by subtracting property operating expenses from revenues from real estate operations.
 
Operating Office Property Segments
 
 
 
 
 
 
 
Defense/Information Technology Locations
 
 
 
 
 
 
 
 
 
Fort Meade/BW Corridor
 
Northern Virginia Defense/IT
 
Lackland Air Force Base
 
Navy Support Locations
 
Redstone Arsenal
 
Data Center Shells
 
Total Defense/IT Locations
 
Regional Office
 
Operating
Wholesale
Data Center
 
Other
 
Total
Three Months Ended June 30, 2016
 

 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Revenues from real estate operations
$
60,912

 
$
12,057

 
$
11,651

 
$
6,998

 
$
3,191

 
$
7,288

 
$
102,097

 
$
23,283

 
$
6,804

 
$
1,740

 
$
133,924

Property operating expenses
20,378

 
4,307

 
6,844

 
2,675

 
960

 
826

 
35,990

 
8,721

 
2,651

 
779

 
48,141

NOI from real estate operations
$
40,534

 
$
7,750

 
$
4,807

 
$
4,323

 
$
2,231

 
$
6,462

 
$
66,107

 
$
14,562

 
$
4,153

 
$
961

 
$
85,783

Additions to long-lived assets
$
7,096

 
$
3,059

 
$
—

 
$
2,233

 
$
301

 
$
—

 
$
12,689

 
$
2,180

 
$
—

 
$
153

 
$
15,022

Transfers from non-operating properties
$
768

 
$
27,944

 
$
231

 
$
—

 
$
4

 
$
29,857

 
$
58,804

 
$
26

 
$
(482
)
 
$
—

 
$
58,348

Three Months Ended June 30, 2015
 

 
 

 
 

 
—

 
 

 
 

 
 
 
 

 
 

 
 

 
 

Revenues from real estate operations
$
60,007

 
$
13,462

 
$
9,743

 
$
7,186

 
$
2,658

 
$
5,037

 
$
98,093

 
$
24,400

 
$
3,820

 
$
1,882

 
$
128,195

Property operating expenses
19,480

 
5,354

 
5,349

 
3,390

 
888

 
499

 
34,960

 
8,406

 
2,221

 
820

 
46,407

NOI from real estate operations
$
40,527

 
$
8,108

 
$
4,394

 
$
3,796

 
$
1,770

 
$
4,538

 
$
63,133

 
$
15,994

 
$
1,599

 
$
1,062

 
$
81,788

Additions to long-lived assets
$
5,141

 
$
83,913

 
$
—

 
$
1,769

 
$
208

 
$
—

 
$
91,031

 
$
3,396

 
$
78

 
$
210

 
$
94,715

Transfers from non-operating properties
$
6,098

 
$
7,735

 
$
468

 
$
—

 
$
8,980

 
$
911

 
$
24,192

 
$
5,218

 
$
15,202

 
$
12

 
$
44,624

Six Months Ended June 30, 2016
 

 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Revenues from real estate operations
$
123,421

 
$
24,173

 
$
21,876

 
$
13,932

 
$
6,307

 
$
13,618

 
$
203,327

 
$
46,785

 
$
13,297

 
$
3,602

 
$
267,011

Property operating expenses
43,624

 
8,848

 
12,264

 
6,199

 
1,938

 
1,636

 
74,509

 
18,552

 
5,312

 
1,643

 
100,016

NOI from real estate operations
$
79,797

 
$
15,325

 
$
9,612

 
$
7,733

 
$
4,369

 
$
11,982

 
$
128,818

 
$
28,233

 
$
7,985

 
$
1,959

 
$
166,995

Additions to long-lived assets
$
13,615

 
$
6,137

 
$
—

 
$
3,503

 
$
919

 
$
—

 
$
24,174

 
$
4,939

 
$
—

 
$
310

 
$
29,423

Transfers from non-operating properties
$
36,519

 
$
27,850

 
$
237

 
$
—

 
$
215

 
$
55,954

 
$
120,775

 
$
108

 
$
(431
)
 
$
(11
)
 
$
120,441

Segment assets at June 30, 2016
$
1,305,769

 
$
424,441

 
$
133,359

 
$
195,195

 
$
106,810

 
$
256,276

 
$
2,421,850

 
$
594,750

 
$
237,226

 
$
35,291

 
$
3,289,117

Six Months Ended June 30, 2015
 

 
 

 
 

 
 
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Revenues from real estate operations
$
121,191

 
$
24,508

 
$
18,408

 
$
14,451

 
$
5,104

 
$
10,151

 
$
193,813

 
$
46,360

 
$
6,855

 
$
3,877

 
$
250,905

Property operating expenses
42,996

 
10,970

 
10,112

 
6,788

 
1,717

 
1,194

 
73,777

 
17,154

 
4,433

 
1,729

 
97,093

NOI from real estate operations
$
78,195

 
$
13,538

 
$
8,296

 
$
7,663

 
$
3,387

 
$
8,957

 
$
120,036

 
$
29,206

 
$
2,422

 
$
2,148

 
$
153,812

Additions to long-lived assets
$
8,586

 
$
84,700

 
$
—

 
$
3,362

 
$
291

 
$
—

 
$
96,939

 
$
69,330

 
$
108

 
$
309

 
$
166,686

Transfers from non-operating properties
$
19,028

 
$
51,208

 
$
31,559

 
$
—

 
$
11,977

 
$
16,008

 
$
129,780

 
$
16,725

 
$
15,379

 
$
12

 
$
161,896

Segment assets at June 30, 2015
$
1,266,632

 
$
499,601

 
$
134,127

 
$
194,764

 
$
107,677

 
$
170,006

 
$
2,372,807

 
$
598,030

 
$
175,563

 
$
72,257

 
$
3,218,657


26


The following table reconciles our segment revenues to total revenues as reported on our consolidated statements of operations (in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Segment revenues from real estate operations
$
133,924

 
$
128,195

 
$
267,011

 
$
250,905

Construction contract and other service revenues
12,003

 
42,172

 
23,223

 
80,496

Less: Revenues from discontinued operations
—

 
(4
)
 
—

 
(4
)
Total revenues
$
145,927

 
$
170,363

 
$
290,234

 
$
331,397

 
The following table reconciles our segment property operating expenses to property operating expenses as reported on our consolidated statements of operations (in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Segment property operating expenses
$
48,141

 
$
46,407

 
$
100,016

 
$
97,093

Less: Property operating expenses from discontinued operations
—

 
11

 
—

 
6

Total property operating expenses
$
48,141

 
$
46,418

 
$
100,016

 
$
97,099

 
As previously discussed, we provide real estate services such as property management and construction and development services primarily for our properties but also for third parties.  The primary manner in which we evaluate the operating performance of our service activities is through a measure we define as net operating income from service operations (“NOI from service operations”), which is based on the net of revenues and expenses from these activities.  Construction contract and other service revenues and expenses consist primarily of subcontracted costs that are reimbursed to us by the customer along with a management fee. The operating margins from these activities are small relative to the revenue.  We believe NOI from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations. The table below sets forth the computation of our NOI from service operations (in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Construction contract and other service revenues
$
12,003

 
$
42,172

 
$
23,223

 
$
80,496

Construction contract and other service expenses
(11,478
)
 
(41,293
)
 
(22,172
)
 
(78,791
)
NOI from service operations
$
525

 
$
879

 
$
1,051

 
$
1,705



27


The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to income from continuing operations as reported on our consolidated statements of operations (in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
NOI from real estate operations
$
85,783

 
$
81,788

 
$
166,995

 
$
153,812

NOI from service operations
525

 
879

 
1,051

 
1,705

Interest and other income
1,330

 
1,242

 
2,486

 
2,525

Equity in income of unconsolidated entities
10

 
9

 
20

 
34

Income tax (expense) benefit
(1
)
 
(50
)
 
7

 
(105
)
Other adjustments:
—

 
 

 
—

 
 

Depreciation and other amortization associated with real estate operations
(33,248
)
 
(33,786
)
 
(67,775
)
 
(65,385
)
Impairment losses
(69,692
)
 
(1,238
)
 
(72,138
)
 
(1,238
)
General, administrative and leasing expenses
(8,026
)
 
(7,534
)
 
(19,909
)
 
(15,425
)
Business development expenses and land carry costs
(2,363
)
 
(2,623
)
 
(4,781
)
 
(5,413
)
Interest expense
(22,639
)
 
(21,768
)
 
(46,198
)
 
(42,606
)
NOI from discontinued operations
—

 
(15
)
 
—

 
(10
)
Gain (loss) on early extinguishment of debt
5

 
(65
)
 
22

 
(68
)
(Loss) income from continuing operations
$
(48,316
)
 
$
16,839

 
$
(40,220
)
 
$
27,826

 
The following table reconciles our segment assets to the consolidated total assets of COPT and subsidiaries (in thousands):
 
 
June 30,
2016
 
June 30,
2015
Segment assets
$
3,289,117

 
$
3,218,657

Non-operating property assets
413,597

 
527,742

Other assets
138,978

 
157,660

Total COPT consolidated assets
$
3,841,692

 
$
3,904,059

 
The accounting policies of the segments are the same as those used to prepare our consolidated financial statements, except that discontinued operations are not presented separately for segment purposes.  In the segment reporting presented above, we did not allocate interest expense, depreciation and amortization, impairment losses, gain (loss) on early extinguishment of debt and gain on sales of real estate to our real estate segments since they are not included in the measure of segment profit reviewed by management.  We also did not allocate general, administrative and leasing expenses, business development expenses and land carry costs, interest and other income, equity in income of unconsolidated entities, income taxes and noncontrolling interests because these items represent general corporate or non-operating property items not attributable to segments.

13.    Share-Based Compensation and Other Compensation Matters
 
Performance Share Units (“PSUs”)
 
On March 1, 2016, our Board of Trustees granted 26,299 PSUs with an aggregate grant date fair value of $1.0 million to executives.  The PSUs have a performance period beginning on January 1, 2016 and concluding on the earlier of December 31, 2018 or the date of: (1) termination by us without cause, death or disability of the executive or constructive discharge of the executive (collectively, “qualified termination”); or (2) a sale event.  The number of PSUs earned (“earned PSUs”) at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return relative to a peer group of companies, as set forth in the following schedule:
Percentile Rank
 
Earned PSUs Payout %
75th or greater
 
200% of PSUs granted
50th or greater
 
100% of PSUs granted
25th
 
50% of PSUs granted
Below 25th
 
0% of PSUs granted

If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the percentage of the earned PSUs will be interpolated between the ranges set forth in the table above to reflect any performance

28


between the listed percentiles.  At the end of the performance period, we, in settlement of the award, will issue a number of fully-vested COPT common shares equal to the sum of:

•
the number of earned PSUs in settlement of the award plan; plus
•
the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned PSUs through the date of settlement had such shares been issued on the grant date, divided by the share price on such settlement date, as defined under the terms of the agreement.
 
If a performance period ends due to a sale event or qualified termination, the number of earned PSUs is prorated based on the portion of the three-year performance period that has elapsed.  If employment is terminated by the employee or by us for cause, all PSUs are forfeited.  PSUs do not carry voting rights.
 
We computed a grant date fair value of $38.21 per PSU using a Monte Carlo model, which included assumptions of, among other things, the following: baseline common share value of $23.90; expected volatility for COPT common shares of 20.4%; and a risk-free interest rate of 0.96%.  We are recognizing the grant date fair value in connection with these PSU awards over the period commencing on March 1, 2016 and ending on December 31, 2018.

Based on COPT’s total shareholder return relative to its peer group of companies, for PSUs issued in 2014 and 2015 to Mr. Wayne H. Lingafelter, our former Executive Vice President, Development & Construction Services, who departed on March 31, 2016, we issued 10,326 common shares on May 30, 2016 in settlement of such PSUs.

Restricted Shares
 
During the six months ended June 30, 2016, certain employees were granted a total of 197,087 restricted common shares with an aggregate grant date fair value of $4.8 million (weighted average of $24.11 per share).  Restricted shares granted to employees vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employees remain employed by us.  During the six months ended June 30, 2016, forfeiture restrictions lapsed on 159,171 previously issued common shares; these shares had a weighted average grant date fair value of $27.62 per share, and the aggregate intrinsic value of the shares on the vesting dates was $3.8 million.

Deferred Share Awards

During the six months ended June 30, 2016, nonemployee members of our Board of Trustees were granted a total of 24,944 deferred share awards with an aggregate grant date fair value of $671,000 ($26.89 per share). Deferred share awards vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. We settle deferred share awards by issuing an equivalent number of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a Trustee). During the six months ended June 30, 2016, we issued 12,028 common shares in settlement of deferred share awards granted in 2015; these shares had a grant date fair value of $26.70 per share, and the aggregate intrinsic value of the shares on the settlement date was $322,000.

Executive Transition Costs

Our Board of Trustees appointed Stephen E. Budorick, our Executive Vice President and Chief Operating Officer since September 2011, to become our President and Chief Executive Officer effective May 12, 2016, the date of the Company’s 2016 Annual Meeting of Shareholders. On that date, Roger A. Waesche, Jr., our current President and Chief Executive Officer, left the Company to pursue other interests, and he was not nominated for reelection as a Trustee. The Board appointed Mr. Budorick to our Board of Trustees after the 2016 Annual Meeting of Shareholders. In addition, our Executive Vice President, Development & Construction Services, Wayne H. Lingafelter, departed the Company to pursue other interests effective March 31, 2016. We recognized executive transition costs of approximately $4.4 million in the six months ended June 30, 2016 primarily in connection with the departure of Mr. Waesche and Mr. Lingafelter.

 
14.    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:
 

29


•
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 COPT 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
•
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):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Numerator:
 

 
 

 
 
 
 
(Loss) income from continuing operations
$
(48,316
)
 
$
16,839

 
$
(40,220
)
 
$
27,826

Gain on sales of real estate, net
—

 
(1
)
 
—

 
3,985

Preferred share dividends
(3,553
)
 
(3,553
)
 
(7,105
)
 
(7,105
)
Loss (income) from continuing operations attributable to noncontrolling interests
897

 
(1,436
)
 
(373
)
 
(2,828
)
Income from continuing operations attributable to share-based compensation awards
(96
)
 
(113
)
 
(214
)
 
(235
)
Numerator for basic and diluted EPS from continuing operations attributable to COPT common shareholders
$
(51,068
)
 
$
11,736

 
$
(47,912
)
 
$
21,643

Discontinued operations
—

 
394

 
—

 
156

Discontinued operations attributable to noncontrolling interests
—

 
(15
)
 
—

 
(3
)
Numerator for basic and diluted EPS on net income attributable to COPT common shareholders
$
(51,068
)
 
$
12,115

 
$
(47,912
)
 
$
21,796

Denominator (all weighted averages):
 

 
 

 
 
 
 
Denominator for basic EPS (common shares)
94,300

 
94,128

 
94,251

 
93,666

Dilutive effect of share-based compensation awards
—

 
35

 
—

 
114

Denominator for diluted EPS (common shares)
94,300

 
94,163

 
94,251

 
93,780

Basic EPS:
 

 
 

 
 
 
 
(Loss) income from continuing operations attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations attributable to COPT common shareholders
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Diluted EPS:
 

 
 

 
 
 
 
(Loss) income from continuing operations attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations attributable to COPT common shareholders
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPT common shareholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

 
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 June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Conversion of common units
3,676

 
3,680

 
3,676

 
3,706

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 effects were antidilutive:
 

30


•
weighted average restricted shares and deferred share awards for the three months ended June 30, 2016 and 2015 of 403,000 and 426,000, respectively, and for the six months ended June 30, 2016 and 2015 of 404,000 and 413,000, respectively; and
•
weighted average options for the three months ended June 30, 2016 and 2015 of 309,000 and 473,000, respectively, and for the six months ended June 30, 2016 and 2015 of 344,000 and 472,000, respectively.

We had outstanding senior notes, which we redeemed in April 2015, with an exchange settlement feature, but such notes did not affect our diluted EPS 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.

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):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Numerator:
 

 
 

 
 
 
 
(Loss) income from continuing operations
$
(48,316
)
 
$
16,839

 
$
(40,220
)
 
$
27,826

Gain on sales of real estate, net
—

 
(1
)
 
—

 
3,985

Preferred unit distributions
(3,718
)
 
(3,718
)
 
(7,435
)
 
(7,435
)
Income from continuing operations attributable to noncontrolling interests
(911
)
 
(812
)
 
(1,890
)
 
(1,633
)
Income from continuing operations attributable to share-based compensation awards
(96
)
 
(113
)
 
(214
)
 
(235
)
Numerator for basic and diluted EPU from continuing operations attributable to COPLP common unitholders
$
(53,041
)
 
$
12,195

 
$
(49,759
)
 
$
22,508

Discontinued operations
—

 
394

 
—

 
156

Discontinued operations attributable to noncontrolling interests
—

 
—

 
—

 
3

Numerator for basic and diluted EPU on net income attributable to COPLP common unitholders
$
(53,041
)
 
$
12,589

 
$
(49,759
)
 
$
22,667

Denominator (all weighted averages):
 

 
 

 
 
 
 
Denominator for basic EPU (common units)
97,976

 
97,808

 
97,927

 
97,372

Dilutive effect of share-based compensation awards
—

 
35

 
—

 
114

Denominator for diluted EPU (common units)
97,976

 
97,843

 
97,927

 
97,486

Basic EPU:
 

 
 

 
 
 
 
(Loss) income from continuing operations attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations attributable to COPLP common unitholders
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Diluted EPU:
 

 
 

 
 
 
 
(Loss) income from continuing operations attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

Discontinued operations attributable to COPLP common unitholders
0.00

 
0.00

 
0.00

 
0.00

Net (loss) income attributable to COPLP common unitholders
$
(0.54
)
 
$
0.13

 
$
(0.51
)
 
$
0.23

 

31


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 June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
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 effects were antidilutive:
 
•
weighted average restricted units and deferred share awards for the three months ended June 30, 2016 and 2015 of 403,000 and 426,000, respectively, and for the six months ended June 30, 2016 and 2015 of 404,000 and 413,000, respectively; and
•
weighted average options for the three months ended June 30, 2016 and 2015 of 309,000 and 473,000, respectively, and for the six months ended June 30, 2016 and 2015 of 344,000 and 472,000, respectively.
 
We had outstanding senior notes, which we redeemed in April 2015, with an exchange settlement feature, but such notes 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.

15.    Commitments and Contingencies
 
Litigation
 
In the normal course of business, we are involved in legal actions arising from our ownership and administration of properties.  We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated.  Management does not anticipate that any liabilities that may result from such proceedings will have a materially adverse effect on our financial position, operations or liquidity.  Our assessment of the potential outcomes of these matters involves significant judgment and is subject to change based on future developments.
 
Environmental
 
We are subject to various Federal, state and local environmental regulations related to our property ownership and operation.  We have performed environmental assessments of our properties, the results of which have not revealed any environmental liability that we believe would have a materially adverse effect on our financial position, operations or liquidity.
 
Tax Incremental Financing Obligation
 
In August 2010, Anne Arundel County, Maryland issued $30 million in tax incremental financing bonds to third-party investors in order to finance public improvements needed in connection with our project known as National Business Park North.  The real estate taxes on increases in assessed value of a development district encompassing National Business Park North are to be transferred to a special fund pledged to the repayment of the bonds.  We recognized a $1.9 million liability through June 30, 2016 representing our estimated obligation to fund through a special tax any future shortfalls between debt service on the bonds and real estate taxes available to repay the bonds.


32


Operating Leases

We are obligated as lessee under operating leases (mostly ground leases) with various expiration dates extending to the year 2100. Future minimum rental payments due under the terms of these operating leases as of June 30, 2016 follow (in thousands):
Year Ending December 31,
 
 
2016 (1)
 
$
603

2017
 
1,139

2018
 
1,092

2019
 
1,067

2020
 
1,084

Thereafter
 
86,805

 
 
$
91,790

 
(1) Represents six months ending December 31, 2016.

Contractual Obligations

We had amounts remaining to be incurred under various contractual obligations as of June 30, 2016 that included the following:

•
new development and redevelopment obligations of $78.8 million;
•
capital expenditures for operating properties of $48.7 million;
•
third party construction and development of $17.3 million; and
•
purchase obligations of $2.5 million.

Environmental Indemnity Agreement
 
In connection with a lease and subsequent sale in 2008 and 2010 of three properties in Dayton, New Jersey, we agreed to provide certain environmental indemnifications. The prior owner of the properties, a Fortune 100 company that is responsible for groundwater contamination at such properties, previously agreed to indemnify us for (1) direct losses incurred in connection with the contamination and (2) its failure to perform remediation activities required by the State of New Jersey, up to the point that the state declares the remediation to be complete.  Under the environmental indemnification agreement, we agreed to the following:
 
•
to indemnify the tenant against losses covered under the prior owner’s indemnity agreement if the prior owner fails to indemnify the tenant for such losses.  This indemnification is capped at $5.0 million in perpetuity after the State of New Jersey declares the remediation to be complete;
•
to indemnify the tenant for consequential damages (e.g., business interruption) at one of the buildings in perpetuity and another of the buildings through 2025.  This indemnification is limited to $12.5 million; and
•
to pay 50% of additional costs related to construction and environmental regulatory activities incurred by the tenant as a result of the indemnified environmental condition of the properties.  This indemnification is limited to $300,000 annually and $1.5 million in the aggregate.

16.    Subsequent Event

On July 21, 2016, we sold a 50% interest in six triple-net leased, single-tenant data center properties by contributing them into a newly-formed joint venture for a property value of $147.6 million. We obtained $60 million in non-recourse mortgage loans on the properties through the joint venture immediately prior to the sale of our interest and received the net proceeds. Our partner in the joint venture acquired the 50% interest in the joint venture from us for $44 million. We will account for our 50% interest in the joint venture using the equity method of accounting. Due to our continuing involvement in the properties through the joint venture, we recognized a partial gain on the sale of our interest of approximately $18 million.

33


Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
 
During the six months ended June 30, 2016: 

•
we finished the period with occupancy of our portfolio of operating office properties at 91.2%;
•
we placed into service an aggregate of 353,000 square feet in newly constructed and redeveloped properties that were 85.6% leased as of June 30, 2016;
•
we classified additional properties as held for sale with aggregate carrying amounts of $211 million after related impairments. We continue to evaluate properties for sale, and decisions to sell certain additional properties could result in additional impairment losses;
•
our Board of Trustees appointed Stephen E. Budorick, our Executive Vice President and Chief Operating Officer since September 2011, to become our President and Chief Executive Officer effective May 12, 2016, the date of the Company’s 2016 Annual Meeting of Shareholders. On that date, Roger A. Waesche, Jr., our current President and Chief Executive Officer, departed the Company to pursue other interests, and he was not nominated for reelection as a Trustee. The Board appointed Mr. Budorick to our Board of Trustees after the 2016 Annual Meeting of Shareholders; and
•
our Executive Vice President, Development & Construction Services, Wayne H. Lingafelter, departed the Company to pursue other interests effective March 31, 2016.

On July 21, 2016, we sold a 50% interest in six triple-net leased, single-tenant data center properties by contributing them into a newly-formed joint venture for a property value of $147.6 million. We obtained $60 million in non-recourse mortgage loans on the properties through the joint venture immediately prior to the sale of our interest and received the net proceeds. Our partner in the joint venture acquired the 50% interest in the joint venture from us for $44 million. We will account for our 50% interest in the joint venture using the equity method of accounting. Due to our continuing involvement in the properties through the joint venture, we recognized a partial gain on the sale of our interest of approximately $18 million.

We discuss significant factors contributing to changes in our net income in the section below entitled “Results of Operations.” The results of operations discussion is combined for COPT and COPLP because there are no material differences in the results of operations between the two reporting entities.

In addition, the section below entitled “Liquidity and Capital Resources” includes discussions of, among other things:

•
how we expect to generate cash for short and long-term capital needs; and
•
our commitments and contingencies.
 
You should refer to our consolidated financial statements and the notes thereto as you read this section.
 
This section contains “forward-looking” statements, as defined in the Private Securities Litigation Act of 1995, that are based on our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. 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 we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations, estimates and projections reflected in such forward-looking statements are based on reasonable assumptions at the time made, we 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. Important factors that may affect these expectations, estimates and projections include, but are not limited to:

•
general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values;
•
adverse changes in the real estate markets, including, among other things, increased competition with other companies;
•
governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or a curtailment of demand for additional space by our strategic customers;
•
our ability to borrow on favorable terms;

34


•
risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;
•
risks of investing through joint venture structures, including risks that our joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with our objectives;
•
changes in our plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;
•
our ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships;
•
the dilutive effects of issuing additional common shares;
•
our ability to achieve projected results; and
•
environmental requirements.

We undertake no obligation to update or supplement forward-looking statements.
 
Occupancy and Leasing
 
Office Properties
 
The tables below set forth occupancy information pertaining to our portfolio of operating office properties:
 
June 30, 2016
 
December 31, 2015
Occupancy rates at period end
 

 
 

Total
91.2
%
 
91.6
%
Defense/IT Locations:
 
 
 
Fort Meade/BW Corridor
92.6
%
 
94.5
%
Northern Virginia Defense/IT
82.0
%
 
81.9
%
Lackland Air Force Base
100.0
%
 
100.0
%
Navy Support Locations
74.7
%
 
72.1
%
Redstone Arsenal
98.9
%
 
97.0
%
Data Center Shells
100.0
%
 
100.0
%
Regional Office
96.5
%
 
95.4
%
Other
54.8
%
 
57.3
%
Average contractual annual rental rate per square foot at period end (1)
$
29.61

 
$
29.55


(1) 
Includes estimated expense reimbursements.

 
Rentable
Square Feet
 
Occupied
Square Feet
 
(in thousands)
December 31, 2015
18,053

 
16,535

Square feet vacated upon lease expiration (1)
—

 
(342
)
Occupancy of previously vacated space in connection with new leases (2)
—

 
262

Square feet constructed or redeveloped
353

 
335

Other changes
(4
)
 
(2
)
June 30, 2016
18,402

 
16,788


(1) 
Includes lease terminations and space reductions occurring in connection with lease renewals.
(2)
Excludes occupancy of vacant square feet acquired or developed.

During the six months ended June 30, 2016, we completed 1.6 million square feet of leasing, including 546,000 of construction and redevelopment space, and renewed 75.3% of the square footage of our lease expirations (including the effect of early renewals).

Occupancy of our Same Office Properties decreased from 91.1% as of December 31, 2015 to 90.8% as of June 30, 2016.


35


Wholesale Data Center Property
 
The leased portion of our 19.25 megawatt wholesale data center property decreased from 17.8 megawatts as of December 31, 2015 to 15.8 megawatts as of June 30, 2016 due to a tenant departure.

Results of Operations
 
We evaluate the operating performance of our properties using NOI from real estate operations, our segment performance measure derived by subtracting property operating expenses from revenues from real estate operations.  We view our NOI from real estate operations as comprising the following primary categories of operating properties:
 
•
office properties owned and 100% operational throughout the current and prior year reporting periods, excluding properties held for future disposition.  We define these as changes from “Same Office Properties”;
•
office properties acquired during the current and prior year reporting periods;
•
constructed or redeveloped office properties placed into service that were not 100% operational throughout the current and prior year reporting periods;
•
our wholesale data center;
•
properties held for sale as of June 30, 2016; and
•
property dispositions.

In addition to owning properties, we provide construction management and other services. The primary manner in which we evaluate the operating performance of our construction management and other service activities is through a measure we define as NOI from service operations, which is based on the net of the revenues and expenses from these activities.  The revenues and expenses from these activities consist primarily of subcontracted costs that are reimbursed to us by customers along with a management fee.  The operating margins from these activities are small relative to the revenue.  We believe NOI from service operations is a useful measure in assessing both our level of activity and our profitability in conducting such operations.
 
We believe that operating income, as reported on our consolidated statements of operations, is the most directly comparable generally accepted accounting principles (“GAAP”) measure for both NOI from real estate operations and NOI from service operations.  Since both of these measures exclude certain items includable in operating income, reliance on these measures has limitations; management compensates for these limitations by using the measures simply as supplemental measures that are considered alongside other GAAP and non-GAAP measures.


36


The table below reconciles NOI from real estate operations and NOI from service operations to operating income reported on the consolidated statements of operations of COPT and subsidiaries:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(in thousands)
NOI from real estate operations
$
85,783

 
$
81,788

 
$
166,995

 
$
153,812

NOI from service operations
525

 
879

 
1,051

 
1,705

Less: NOI from discontinued operations
—

 
(15
)
 
—

 
(10
)
Depreciation and amortization associated with real estate operations
(33,248
)
 
(33,786
)
 
(67,775
)
 
(65,385
)
Impairment losses
(69,692
)
 
(1,238
)
 
(72,138
)
 
(1,238
)
General, administrative and leasing expenses
(8,026
)
 
(7,534
)
 
(19,909
)
 
(15,425
)
Business development expenses and land carry costs
(2,363
)
 
(2,623
)
 
(4,781
)
 
(5,413
)
Operating (loss) income
$
(27,021
)
 
$
37,471

 
$
3,443

 
$
68,046


Comparison of Statements of Operations for the Three Months Ended June 30, 2016 and 2015
 
For the Three Months Ended June 30,
 
2016
 
2015
 
Variance
 
(in thousands)
Revenues
 

 
 

 
 

Revenues from real estate operations
$
133,924

 
$
128,191

 
$
5,733

Construction contract and other service revenues
12,003

 
42,172

 
(30,169
)
Total revenues
145,927

 
170,363

 
(24,436
)
Expenses
 

 
 

 
 

Property operating expenses
48,141

 
46,418

 
1,723

Depreciation and amortization associated with real estate operations
33,248

 
33,786

 
(538
)
Construction contract and other service expenses
11,478

 
41,293

 
(29,815
)
Impairment losses
69,692

 
1,238

 
68,454

General, administrative and leasing expenses
8,026

 
7,534

 
492

Business development expenses and land carry costs
2,363

 
2,623

 
(260
)
Total operating expenses
172,948

 
132,892

 
40,056

Operating (loss) income
(27,021
)
 
37,471

 
(64,492
)
Interest expense
(22,639
)
 
(21,768
)
 
(871
)
Interest and other income
1,330

 
1,242

 
88

Gain (loss) on early extinguishment of debt
5

 
(65
)
 
70

Equity in income of unconsolidated entities
10

 
9

 
1

Income tax expense
(1
)
 
(50
)
 
49

(Loss) income from continuing operations
(48,316
)
 
16,839

 
(65,155
)
Discontinued operations
—

 
394

 
(394
)
Gain on sales of real estate
—

 
(1
)
 
1

Net (loss) income
$
(48,316
)
 
$
17,232

 
$
(65,548
)


37


NOI from Real Estate Operations
 
For the Three Months Ended June 30,
 
2016
 
2015
 
Variance
 
(Dollars in thousands, except per square foot data)
Revenues
 
 
 
 
 
Same Office Properties revenues
 
 
 
 
 
Rental revenue, excluding lease termination revenue
$
79,072

 
$
78,352

 
$
720

Lease termination revenue
336

 
1,012

 
(676
)
Tenant recoveries and other real estate operations revenue
21,010

 
19,023

 
1,987

Same Office Properties total revenues
100,418

 
98,387

 
2,031

Constructed and developed office properties placed in service
6,675

 
2,696

 
3,979

Acquired office properties
9,208

 
3,950

 
5,258

Wholesale data center
6,804

 
3,820

 
2,984

Properties held for sale
10,665

 
10,484

 
181

Dispositions
22

 
8,743

 
(8,721
)
Other
132

 
115

 
17

 
133,924

 
128,195

 
5,729

Property operating expenses
 
 
 
 
 
Same Office Properties
36,358

 
35,705

 
653

Constructed and developed office properties placed in service
1,649

 
725

 
924

Acquired office properties
3,686

 
1,385

 
2,301

Wholesale data center
2,651

 
2,221

 
430

Properties held for sale
3,640

 
3,259

 
381

Dispositions
(14
)
 
3,182

 
(3,196
)
Other
171

 
(70
)
 
241

 
48,141

 
46,407

 
1,734

NOI from real estate operations
 
 
 
 
 
Same Office Properties
64,060

 
62,682

 
1,378

Constructed and developed office properties placed in service
5,026

 
1,971

 
3,055

Acquired office properties
5,522

 
2,565

 
2,957

Wholesale data center
4,153

 
1,599

 
2,554

Properties held for sale
7,025

 
7,225

 
(200
)
Dispositions
36

 
5,561

 
(5,525
)
Other
(39
)
 
185

 
(224
)
 
$
85,783

 
$
81,788

 
$
3,995

Same Office Properties rent statistics
 
 
 
 
 
Average occupancy rate
90.7
%
 
91.0
%
 
-0.3
 %
Average straight-line rent per occupied square foot (1)
$
6.26

 
$
6.18

 
$
0.08

 
(1) 
Includes minimum base rents, net of abatements, and lease incentives on a straight-line basis for the three-month periods set forth above.

Our Same Office Properties pool consisted of 136 office properties, comprising 75.7% of our total operating office square footage as of June 30, 2016 (85.1% excluding the effect of properties held for sale). This pool of properties changed from the pool used for purposes of comparing 2015 and 2014 in our 2015 Annual Report on Form 10-K due to the addition of four properties placed in service and 100% operational by January 1, 2015 and the removal of 13 same office properties reclassified to held for sale in 2016.

Our NOI from constructed office properties placed in service included 12 properties placed in service in 2015 and 2016, and our NOI from acquired office properties included our 2015 acquisitions of 250 W. Pratt Street, 2600 Park Tower Drive and 100 and 30 Light Street.
 
The increase in NOI from our wholesale data center was attributable to higher occupancy in the current period.


38


NOI from Service Operations
 
 
For the Three Months Ended June 30,
 
 
2016
 
2015
 
Variance
 
 
(in thousands)
Construction contract and other service revenues
 
$
12,003

 
$
42,172

 
$
(30,169
)
Construction contract and other service expenses
 
11,478

 
41,293

 
(29,815
)
NOI from service operations
 
$
525

 
$
879

 
$
(354
)

Construction contract and other service revenue and expenses decreased due primarily to a lower volume of construction activity in connection with several of our tenants. Construction contract activity is inherently subject to significant variability depending on the volume and nature of projects undertaken by us (primarily on behalf of tenants). Service operations are an ancillary component of our overall operations that typically contribute little operating income relative to our real estate operations.

Impairment Losses

During the second quarter of 2016, as part of our closing process, we conducted our quarterly review of our portfolio for indicators of impairment considering the refined investment strategy of our newly-appointed Chief Executive Officer and concluded that we would: (1) not hold our operating properties in Aberdeen, Maryland for the long-term; (2) sell specific properties in our Northern Virginia Defense/IT and Fort Meade/BW Corridor sub-segments; (3) not develop commercial properties on land in Frederick, Maryland; and (4) sell the remaining operating property in Greater Philadelphia that had not previously been classified as held for sale. Accordingly, we performed recoverability analyses for each of these properties and recorded the following impairment losses resulting from nonrecurring fair value measurements:

•
$34.4 million on operating properties in Aberdeen, Maryland (included in our Other segment). After shortening our estimated holding period for these properties, we determined that the carrying amount of the properties would not likely be recovered from the operation and eventual dispositions of the properties during the shortened holding period. Accordingly, we adjusted the properties to their estimated fair value;
•
$14.1 million on operating properties in our Northern Virginia Defense/IT and Fort Meade/BW Corridor sub-segments that we reclassified to held for sale during the period whose carrying amounts exceeded their estimated fair values less cost to sell;
•
$8.2 million on land in Frederick, Maryland. We determined that the carrying amount of the land would not likely be recovered from the sale of this property. Accordingly, we adjusted the land to its estimated fair value;
•
$6.2 million on a property in Greater Philadelphia (included in our Regional Office segment) that we reclassified to held for sale during the period whose carrying amounts exceeded its estimated fair value less cost to sell;
•
$4.4 million on land in Aberdeen, Maryland. In performing our analysis related to the operating properties in Aberdeen, we determined that the weakening leasing and overall commercial real estate conditions in that market indicated that our land holdings in the market may be impaired. As a result, we determined that the carrying amount of the land was not recoverable and, accordingly, adjusted the land to its estimated fair value; and
•
$2.4 million primarily on land in Colorado Springs, Colorado and operating properties in White Marsh, Maryland.


39


Comparison of Statements of Operations for the Six Months Ended June 30, 2016 and 2015
 
For the Six Months Ended June 30,
 
2016
 
2015
 
Variance
 
(in thousands)
Revenues
 

 
 

 
 

Revenues from real estate operations
$
267,011

 
$
250,901

 
$
16,110

Construction contract and other service revenues
23,223

 
80,496

 
(57,273
)
Total revenues
290,234

 
331,397

 
(41,163
)
Expenses
 

 
 

 
 

Property operating expenses
100,016

 
97,099

 
2,917

Depreciation and amortization associated with real estate operations
67,775

 
65,385

 
2,390

Construction contract and other service expenses
22,172

 
78,791

 
(56,619
)
Impairment losses
72,138

 
1,238

 
70,900

General, administrative and leasing expenses
19,909

 
15,425

 
4,484

Business development expenses and land carry costs
4,781

 
5,413

 
(632
)
Total operating expenses
286,791

 
263,351

 
23,440

Operating income
3,443

 
68,046

 
(64,603
)
Interest expense
(46,198
)
 
(42,606
)
 
(3,592
)
Interest and other income
2,486

 
2,525

 
(39
)
Gain (loss) on early extinguishment of debt
22

 
(68
)
 
90

Equity in income of unconsolidated entities
20

 
34

 
(14
)
Income tax benefit (expense)
7

 
(105
)
 
112

(Loss) income from continuing operations
(40,220
)
 
27,826

 
(68,046
)
Discontinued operations
—

 
156

 
(156
)
Gain on sales of real estate
—

 
3,985

 
(3,985
)
Net (loss) income
$
(40,220
)
 
$
31,967

 
$
(72,187
)


40


NOI from Real Estate Operations
 
For the Six Months Ended June 30,
 
2016
 
2015
 
Variance
 
(Dollars in thousands, except per square foot data)
Revenues
 
 
 
 
 
Same Office Properties revenues
 
 
 
 
 
Rental revenue, excluding lease termination revenue
$
156,662

 
$
156,228

 
$
434

Lease termination revenue
1,289

 
1,765

 
(476
)
Tenant recoveries and other real estate operations revenue
43,072

 
40,132

 
2,940

Same Office Properties total revenues
201,023

 
198,125

 
2,898

Constructed and developed office properties placed in service
12,347

 
3,886

 
8,461

Acquired office properties
18,418

 
4,282

 
14,136

Wholesale data center
13,297

 
6,855

 
6,442

Properties held for sale
21,581

 
20,452

 
1,129

Dispositions
94

 
17,067

 
(16,973
)
Other
251

 
238

 
13

 
267,011

 
250,905

 
16,106

Property operating expenses
 
 
 
 
 
Same Office Properties
75,280

 
74,940

 
340

Constructed and developed office properties placed in service
3,189

 
1,131

 
2,058

Acquired office properties
7,554

 
1,547

 
6,007

Wholesale data center
5,312

 
4,433

 
879

Properties held for sale
8,383

 
7,682

 
701

Dispositions
(18
)
 
7,380

 
(7,398
)
Other
316

 
(20
)
 
336

 
100,016

 
97,093

 
2,923

NOI from real estate operations
 
 
 
 
 
Same Office Properties
125,743

 
123,185

 
2,558

Constructed and developed office properties placed in service
9,158

 
2,755

 
6,403

Acquired office properties
10,864

 
2,735

 
8,129

Wholesale data center
7,985

 
2,422

 
5,563

Properties held for sale
13,198

 
12,770

 
428

Dispositions
112

 
9,687

 
(9,575
)
Other
(65
)
 
258

 
(323
)
 
$
166,995

 
$
153,812

 
$
13,183

Same Office Properties rent statistics
 
 
 
 
 
Average occupancy rate
90.5
%
 
90.8
%
 
-0.3
 %
Average straight-line rent per occupied square foot (1)
$
12.42

 
$
12.34

 
$
0.08

 
(1) 
Includes minimum base rents, net of abatements, and lease incentives on a straight-line basis for the six-month periods set forth above.

Our NOI from constructed office properties placed in service included 12 properties placed in service in 2015 and 2016, and our NOI from acquired office properties included our 2015 acquisitions of 250 W. Pratt Street, 2600 Park Tower Drive and 100 and 30 Light Street.
 
The increase in NOI from our wholesale data center was attributable to higher occupancy in the current period.

NOI from Service Operations
 
 
For the Six Months Ended June 30,
 
 
2016
 
2015
 
Variance
 
 
(in thousands)
Construction contract and other service revenues
 
$
23,223

 
$
80,496

 
$
(57,273
)
Construction contract and other service expenses
 
22,172

 
78,791

 
(56,619
)
NOI from service operations
 
$
1,051

 
$
1,705

 
$
(654
)

41



Construction contract and other service revenue and expenses decreased due primarily to a lower volume of construction activity in connection with several of our tenants.

Impairment Losses

The increase in impairment losses recognized in the current period was attributable primarily to the losses described for the three-month period ended June 30, 2016.

General, Administrative and Leasing Expenses

The increase in general, administrative and leasing expenses was attributable to $4.4 million in executive transition costs incurred in the current period, mostly in connection with the departures of Mr. Waesche and Mr. Lingafelter.
Interest Expense 

The increase in interest expense in the current period included $1.9 million in hedge ineffectiveness on our interest rate swaps recognized in the current period and the effect of a 5% increase in our average outstanding debt in the current period relative to the prior period.

Gain on Sales of Real Estate

We recognized gain on sales of real estate of $4.0 million in the prior period in connection with land sales.

Funds from Operations
 
Funds from operations (“FFO”) is defined as net income computed using GAAP, excluding gains on sales of, and impairment losses on, previously depreciated operating properties, plus real estate-related depreciation and amortization. When multiple properties consisting of both operating and non-operating properties exist on a single tax parcel, we classify all of the gains on sales of, and impairment losses on, the tax parcel as all being for previously depreciated operating properties when most of the value of the parcel is associated with operating properties on the parcel. We believe that we use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO, although others may interpret the definition differently and, accordingly, our presentation of FFO may differ from those of other REITs.  We believe that FFO is useful to management and investors as a supplemental measure of operating performance because, by excluding gains related to sales of, and impairment losses on, previously depreciated operating properties, net of related tax benefit, and excluding real estate-related depreciation and amortization, FFO can help one compare our operating performance between periods.  In addition, since most equity REITs provide FFO information to the investment community, we believe that FFO is useful to investors as a supplemental measure for comparing our results to those of other equity REITs.  We believe that net income is the most directly comparable GAAP measure to FFO.
 
Since FFO excludes certain items includable in net income, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non-GAAP measures. FFO is not necessarily an indication of our cash flow available to fund cash needs.  Additionally, it should not be used as an alternative to net income when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.
 
Basic FFO available to common share and common unit holders (“Basic FFO”) is FFO adjusted to subtract (1) preferred share dividends, (2) issuance costs associated with redeemed preferred shares, (3) income attributable to noncontrolling interests through ownership of preferred units in the Operating Partnership or interests in other consolidated entities not owned by us, (4) depreciation and amortization allocable to noncontrolling interests in other consolidated entities and (5) Basic FFO allocable to restricted shares.  With these adjustments, Basic FFO represents FFO available to common shareholders and common unitholders.  Common units in the Operating Partnership are substantially similar to our common shares and are exchangeable into common shares, subject to certain conditions.  We believe that Basic FFO is useful to investors due to the close correlation of common units to common shares.  We believe that net income is the most directly comparable GAAP measure to Basic FFO.  Basic FFO has essentially the same limitations as FFO; management compensates for these limitations in essentially the same manner as described above for FFO.
 

42


Diluted FFO available to common share and common unit holders (“Diluted FFO”) is Basic FFO adjusted to add back any changes in Basic FFO that would result from the assumed conversion of securities that are convertible or exchangeable into common shares.  We believe that Diluted FFO is useful to investors because it is the numerator used to compute Diluted FFO per share, discussed below.  We believe that net income is the most directly comparable GAAP measure to Diluted FFO.  Since Diluted FFO excludes certain items includable in the numerator to diluted EPS, reliance on the measure has limitations; management compensates for these limitations by using the measure simply as a supplemental measure that is weighed in the balance with other GAAP and non-GAAP measures.  Diluted FFO is not necessarily an indication of our cash flow available to fund cash needs.  Additionally, it should not be used as an alternative to net income when evaluating our financial performance or to cash flow from operating, investing and financing activities when evaluating our liquidity or ability to make cash distributions or pay debt service.
 
Diluted FFO available to common share and common unit holders, as adjusted for comparability is defined as Diluted FFO adjusted to exclude operating property acquisition costs; gains on sales of, and impairment losses on, properties other than previously depreciated operating properties, net of associated income tax; gain or loss on early extinguishment of debt; FFO associated with properties securing non-recourse debt on which we have defaulted and which we have extinguished, or expect to extinguish, via conveyance of such properties, including property NOI and interest expense (discussed further below); loss on interest rate derivatives; demolition costs on redevelopment properties; executive transition costs; and issuance costs associated with redeemed preferred shares.  We believe this to be a useful supplemental measure alongside Diluted FFO as it excludes gains and losses from certain investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. The adjustment for FFO associated with properties securing non-recourse debt on which we have defaulted pertains to the periods subsequent to our default on one loan’s payment terms, which was the result of our decision to not support payments on the loan since the estimated fair value of the properties was less than the loan balance. While we continued as the legal owner of the properties during this period up until the transfer of ownership, all cash flows produced by them went directly to the lender and we did not fund any debt service shortfalls, which included incremental additional interest under the default rate of $2.0 million in the three months ended June 30, 2015 and $4.0 million in the six months ended June 30, 2015. We believe that net income is the most directly comparable GAAP measure to this non-GAAP measure.  This measure has essentially the same limitations as Diluted FFO, as well as the further limitation of not reflecting the effects of the excluded items; we compensate for these limitations in essentially the same manner as described above for Diluted FFO.
 
Diluted FFO per share is (1) Diluted FFO divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged.  We believe that Diluted FFO per share is useful to investors because it provides investors with a further context for evaluating our FFO results in the same manner that investors use earnings per share (“EPS”) in evaluating net income available to common shareholders.  In addition, since most equity REITs provide Diluted FFO per share information to the investment community, we believe that Diluted FFO per share is a useful supplemental measure for comparing us to other equity REITs. We believe that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share. Diluted FFO per share has most of the same limitations as Diluted FFO (described above); management compensates for these limitations in essentially the same manner as described above for Diluted FFO.
 
Diluted FFO per share, as adjusted for comparability is (1) Diluted FFO, as adjusted for comparability divided by (2) the sum of the (a) weighted average common shares outstanding during a period, (b) weighted average common units outstanding during a period and (c) weighted average number of potential additional common shares that would have been outstanding during a period if other securities that are convertible or exchangeable into common shares were converted or exchanged.  We believe that this measure is useful to investors because it provides investors with a further context for evaluating our FFO results.  We believe this to be a useful supplemental measure alongside Diluted FFO per share as it excludes gains and losses from certain investing and financing activities and certain other items that we believe are not closely correlated to (or associated with) our operating performance. We believe that diluted EPS is the most directly comparable GAAP measure to this per share measure.  This measure has most of the same limitations as Diluted FFO (described above) as well as the further limitation of not reflecting the effects of the excluded items; we compensate for these limitations in essentially the same manner as described above for Diluted FFO.
 
The computations for all of the above measures on a diluted basis assume the conversion of common units in COPLP but do not assume the conversion of other securities that are convertible into common shares if the conversion of those securities would increase per share measures in a given period.

We use measures called payout ratios as supplemental measures of our ability to make distributions to investors based on each of the following: FFO; Diluted FFO; and Diluted FFO, adjusted for comparability. These measures are defined as (1) the

43


sum of (a) dividends on common shares and (b) distributions to holders of interests in COPLP and dividends on convertible preferred shares when such distributions and dividends are included in Diluted FFO divided by either (2) FFO, Diluted FFO or Diluted FFO, adjusted for comparability.

The table appearing on the following page sets forth the computation of the above stated measures for the three and six months ended June 30, 2016 and 2015, and provides reconciliations to the GAAP measures of COPT and subsidiaries associated with such measures:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(Dollars and shares in thousands, 
except per share data)
Net (loss) income
$
(48,316
)
 
$
17,232

 
$
(40,220
)
 
$
31,967

Add Real estate-related depreciation and amortization
33,248

 
33,786

 
67,775

 
65,385

Add: Impairment losses on previously depreciated operating properties
55,124

 
1,239

 
55,971

 
1,472

FFO
40,056

 
52,257

 
83,526

 
98,824

Less: Noncontrolling interests-preferred units in the Operating Partnership
(165
)
 
(165
)
 
(330
)
 
(330
)
Less: FFO allocable to other noncontrolling interests
(1,014
)
 
(1,072
)
 
(2,041
)
 
(1,742
)
Less: Preferred share dividends
(3,553
)
 
(3,553
)
 
(7,105
)
 
(7,105
)
Basic and diluted FFO allocable to share-based compensation awards
(130
)
 
(202
)
 
(296
)
 
(385
)
Basic and diluted FFO available to common share and common unit holders
$
35,194

 
$
47,265

 
$
73,754

 
$
89,262

Add: Operating property acquisition costs
—

 
361

 
—

 
1,407

Less: Gain on sales of non-operating properties
—

 
1

 
—

 
(3,985
)
Impairment losses on non-operating properties
14,568

 
—

 
16,167

 
—

Losses on interest rate derivatives
319

 
—

 
1,870

 
—

Less: Gain on early extinguishment of debt
(5
)
 
(315
)
 
(22
)
 
(312
)
Add: Executive transition costs
247

 
—

 
4,384

 
—

Add: Negative FFO of properties conveyed to extinguish debt in default
—

 
3,419

 
—

 
7,690

Add: Demolition costs on redevelopment properties
370

 
66

 
578

 
241

Less: Diluted FFO comparability adjustments allocable to share-based compensation awards
(63
)
 
(14
)
 
(94
)
 
(21
)
Diluted FFO available to common share and common unit holders, as adjusted for comparability
$
50,630

 
$
50,783

 
$
96,637

 
$
94,282

 
 
 
 
 
 
 
 
Weighted average common shares
94,300

 
94,128

 
94,251

 
93,666

Conversion of weighted average common units
3,676

 
3,680

 
3,676

 
3,706

Weighted average common shares/units - Basic FFO
97,976

 
97,808

 
97,927

 
97,372

Dilutive effect of share-based compensation awards
117

 
35

 
107

 
114

Weighted average common shares/units - Diluted FFO and Diluted FFO, as adj. for comparability
98,093

 
97,843

 
98,034

 
97,486

Diluted FFO per share
$
0.36

 
$
0.48

 
$
0.75

 
$
0.92

Diluted FFO per share, as adjusted for comparability
$
0.52

 
$
0.52

 
$
0.99

 
$
0.97

 
 
 
 
 
 
 
 
Denominator for diluted EPS
94,300

 
94,163

 
94,251

 
93,780

Weighted average common units
3,676

 
3,680

 
3,676

 
3,706

Anti-dilutive EPS effect of share-based compensation awards
117

 
—

 
107

 
—

Denominator for diluted FFO per share measures
98,093

 
97,843

 
98,034

 
97,486



44


Property Additions
 
The table below sets forth the major components of our additions to properties for the six months ended June 30, 2016 (in thousands):
Construction, development and redevelopment
$
105,657

 
 
Tenant improvements on operating properties
16,172

 
(1)
Capital improvements on operating properties
9,099

 
 
 
$
130,928

 
 
(1) Tenant improvement costs incurred on newly-constructed properties are classified in this table as construction, development and redevelopment.
 
Cash Flows
 
Net cash flow provided by operating activities increased $1.6 million when comparing the six months ended June 30, 2016 and 2015. This increase included: a $13.1 million increase in cash flow from real estate operations due primarily to properties acquired and placed in service since the prior period; offset in part by an $8.8 million increase in interest expense paid from the prior to the current period due primarily to an increase resulting from the timing of interest payments from new debt requiring interest payments semi-annually rather than monthly.
 
Net cash flow used in investing activities decreased $156.8 million when comparing the six months ended June 30, 2016 and 2015 due primarily to operating property acquisitions in 2015 when none occurred in 2016 and lower development expenditures in 2016.
 
Net cash flow used in financing activities in the six months ended June 30, 2016 was $67.2 million, and included the following:

•
dividends and/or distributions to equity holders of $61.5 million; and
•
distributions to redeemable noncontrolling interests of $14.3 million related primarily to distributions to our partner in Stevens Investors, LLC, as discussed in Note 5 to the consolidated financial statements; offset in part by
•
net proceeds from debt borrowings of $15.5 million.

Net cash flow provided by financing activities in the six months ended June 30, 2015 was $169.2 million, and included the following:

•
net proceeds from debt borrowings of $209.6 million; and
•
net proceeds from the issuance of common shares (or units) of $28.6 million; offset in part by
•
dividends and/or distributions to equity holders of $61.2 million.

Liquidity and Capital Resources of COPT

COPLP is the entity through which COPT, the sole general partner of COPLP, conducts almost all of its operations and owns almost all of its assets. COPT issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by COPLP. COPT itself does not hold any indebtedness, and its only material asset is its ownership of partnership interests of COPLP. COPT’s principal funding requirement is the payment of dividends on its common and preferred shares. COPT’s principal source of funding for its dividend payments is distributions it receives from COPLP.

As of June 30, 2016, COPT owned 96.3% of the outstanding common units and 95.5% of the outstanding preferred units in COPLP; the remaining common and preferred units in COPLP were owned by third parties. As the sole general partner of COPLP, COPT has the full, exclusive and complete responsibility for COPLP’s day-to-day management and control.

The liquidity of COPT is dependent on COPLP’s ability to make sufficient distributions to COPT. The primary cash requirement of COPT is its payment of dividends to its shareholders. COPT also guarantees some of the Operating Partnership’s debt, as discussed further in Note 8 of the notes to consolidated financial statements included elsewhere herein. If the Operating Partnership fails to fulfill certain of its debt requirements, which trigger COPT’s guarantee obligations, then COPT will be required to fulfill its cash payment commitments under such guarantees. However, COPT’s only significant asset is its investment in COPLP.


45


As discussed further below, we believe the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured line of credit, are adequate for it to make its distribution payments to COPT and, in turn, for COPT to make its dividend payments to its shareholders.

COPT’s short-term liquidity requirements consist primarily of funds to pay for future dividends expected to be paid to its shareholders. COPT periodically accesses the public equity markets to raise capital by issuing common and/or preferred shares.

For COPT to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its ordinary taxable income. As a result of this distribution requirement, it cannot rely on retained earnings to fund its ongoing operations to the same extent that some other companies can. COPT may need to continue to raise capital in the equity markets to fund COPLP’s working capital needs, acquisitions and developments.
 
Liquidity and Capital Resources of COPLP
 
Our primary cash requirements are for operating expenses, debt service, development of new properties, improvements to existing properties and acquisitions.  We expect to continue to use cash flow provided by operations as the primary source to meet our short-term capital needs, including property operating expenses, general and administrative expenses, interest expense, scheduled principal amortization of debt, distributions to our security holders and improvements to existing properties.  As of June 30, 2016, we had $13.3 million in cash and cash equivalents.
 
Our senior unsecured debt is currently rated investment grade by the three major rating agencies. We aim to maintain an investment grade rating to enable us to use debt comprised of unsecured, primarily fixed-rate debt (including the effect of interest rate swaps) from public markets and banks. We also use secured nonrecourse debt from institutional lenders and banks, when appropriate. In addition, we periodically access the public equity markets to raise capital by issuing common and/or preferred shares.
 
We use our Revolving Credit Facility to initially finance much of our investing activities.  We subsequently pay down the facility using proceeds from long-term borrowings, equity issuances and property sales.  The lenders’ aggregate commitment under the facility is $800.0 million, with the ability for us to increase the lenders’ aggregate commitment to $1.3 billion, provided that there is no default under the facility and subject to the approval of the lenders. Amounts available under the facility are computed based on 60% of our unencumbered asset value, as defined in the loan agreement.  The Revolving Credit Facility matures in May 2019, and may be extended by two six-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.075% of the total availability of the facility. As of June 30, 2016, the maximum borrowing capacity under this facility totaled $800.0 million, of which $727.2 million was available.

In addition, as of June 30, 2016, we have $150.0 million available to be drawn upon under an unsecured term loan that we expect to use to repay borrowings under our Revolving Credit Facility.

We believe that our liquidity and capital resources are adequate for our near-term and longer-term requirements without necessitating property sales.  We do, however, expect to raise approximately $440 million from sales of interests in properties in 2016 and use the proceeds to repay borrowings and fund development costs.


46


The following table summarizes our contractual obligations as of June 30, 2016 (in thousands):
 
For the Periods Ending December 31,
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
Contractual obligations (1)
 

 
 

 
 

 
 

 
 

 
 

 
 

Debt (2)
 

 
 

 
 

 
 

 
 

 
 

 
 

Balloon payments due upon maturity
$
161,435

 
$
—

 
$
—

 
$
178,000

 
$
312,132

 
$
1,426,832

 
$
2,078,399

Scheduled principal payments
3,035

 
4,061

 
4,241

 
4,387

 
4,024

 
14,553

 
34,301

Interest on debt (3)
38,347

 
70,585

 
70,411

 
68,306

 
62,236

 
165,577

 
475,462

New development and redevelopment obligations (4)(5)
50,967

 
25,380

 
2,492

 
—

 
—

 
—

 
78,839

Third-party construction and development obligations (5)(6)
13,673

 
3,649

 
—

 
—

 
—

 
—

 
17,322

Capital expenditures for operating properties (5)(7)
27,212

 
16,882

 
4,580

 
—

 
—

 
—

 
48,674

Operating leases (8)
603

 
1,139

 
1,092

 
1,067

 
1,084

 
86,805

 
91,790

Other obligations
655

 
851

 
458

 
379

 
136

 
5

 
2,484

Total contractual cash obligations
$
295,927

 
$
122,547

 
$
83,274

 
$
252,139

 
$
379,612

 
$
1,693,772

 
$
2,827,271


(1)
The contractual obligations set forth in this table exclude property operations contracts that may be terminated with notice of one month or less.
(2)
Represents scheduled principal amortization payments and maturities only and therefore excludes net debt discounts and deferred financing costs of $18.2 million. On July 1, 2016, we repaid our balloon payments due upon maturity in 2016 using borrowings from our Revolving Credit Facility. As of June 30, 2016, maturities include $58.0 million in 2019 that may be extended to 2020, subject to certain conditions.
(3)
Represents interest costs for our outstanding debt as of June 30, 2016 for the terms of such debt.  For variable rate debt, the amounts reflected above used June 30, 2016 interest rates on variable rate debt in computing interest costs for the terms of such debt.
(4)
Represents contractual obligations pertaining to new development and redevelopment activities.
(5)
Due to the long-term nature of certain construction and development contracts and leases included in these lines, the amounts reported in the table represent our estimate of the timing for the related obligations being payable.
(6)  
Represents contractual obligations pertaining to projects for which we are acting as construction manager on behalf of unrelated parties who are our clients.  We expect to be reimbursed in full for these costs by our clients.
(7)
Represents contractual obligations pertaining to recurring and nonrecurring capital expenditures for our operating properties.  We expect to finance these costs primarily using cash flow from operations.
(8) 
We expect to pay these items using cash flow from operations.
 
We expect to spend approximately $95 million on construction and development costs and approximately $35 million on improvements to operating properties (including the commitments set forth in the table above) during the remainder of 2016.  We expect to fund the construction and development costs using primarily cash on hand and borrowings under our Revolving Credit Facility.  We expect to use proceeds from the disposition of properties to repay borrowings under our Revolving Credit Facility. We expect to fund improvements to existing operating properties using cash flow from operations.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants, including maximum leverage ratio, unencumbered leverage ratio, minimum net worth, minimum fixed charge coverage, minimum unencumbered interest coverage ratio, minimum debt service and maximum secured indebtedness ratio.  As of June 30, 2016, we were in compliance with these financial covenants.
 

47


Off-Balance Sheet Arrangements
 
We had no material off-balance sheet arrangements during the six months ended June 30, 2016.
 
Inflation
 
Most of our tenants are obligated to pay their share of a building’s operating expenses to the extent such expenses exceed amounts established in their leases, which are based on historical expense levels.  Some of our tenants are obligated to pay their full share of a building’s operating expenses.  These arrangements somewhat reduce our exposure to increases in such costs resulting from inflation.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements for information regarding recent accounting pronouncements.

Item 3.           Quantitative and Qualitative Disclosures about Market Risk
 
We are exposed to certain market risks, one of the most predominant of which is a change in interest rates.  Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable rate debt.  Increases in interest rates can also result in increased interest expense when our fixed rate debt matures and needs to be refinanced.
 
The following table sets forth as of June 30, 2016 our debt obligations and weighted average interest rates on debt maturing each year (dollars in thousands):
 
For the Periods Ending December 31,
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
Debt:
 

 
 

 
 
 
 

 
 

 
 

 
 

Fixed rate debt (1)
$
164,291

 
$
3,692

 
$
3,858

 
$
3,991

 
$
3,718

 
$
1,341,385

 
$
1,520,935

Weighted average interest rate
7.22
%
 
4.34
%
 
4.37
%
 
4.36
%
 
3.96
%
 
4.30
%
 
4.61
%
Variable rate debt (2)
$
179

 
$
369

 
$
383

 
$
178,396

 
$
312,438

 
$
100,000

 
$
591,765

Weighted average interest rate (3)
2.31
%
 
2.31
%
 
2.31
%
 
2.25
%
 
1.88
%
 
2.26
%
 
2.06
%

(1)  
Represents principal maturities only and therefore excludes net discounts and deferred financing costs of $18.2 million. On July 1, 2016, we repaid $162.5 million in debt maturing in 2016 using borrowings from our Revolving Credit Facility.
(2) 
As of June 30, 2016, maturities include $58.0 million in 2019 that may be extended to 2020, subject to certain conditions.
(3) 
The amounts reflected above used June 30, 2016 interest rates on variable rate debt.

The fair value of our debt was $2.1 billion as of June 30, 2016.  If interest rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $105 million as of June 30, 2016.
 
The following table sets forth information pertaining to interest rate swap contracts in place as of June 30, 2016 and December 31, 2015 and their respective fair values (dollars in thousands):
 
 
 
 
 
 
 
 
 
 
Fair Value at
Notional Amount
 
Fixed Rate
 
Floating Rate Index
 
Effective Date
 
Expiration Date
 
June 30,
2016
 
December 31,
2015
$
100,000

 
0.8055%
 
One-Month LIBOR
 
9/2/2014
 
9/1/2016
 
$
(58
)
 
$
(148
)
100,000

 
0.8100%
 
One-Month LIBOR
 
9/2/2014
 
9/1/2016
 
(59
)
 
(151
)
100,000

 
1.6730%
 
One-Month LIBOR
 
9/1/2015
 
8/1/2019
 
(3,117
)
 
(1,217
)
100,000

 
1.7300%
 
One-Month LIBOR
 
9/1/2015
 
8/1/2019
 
(3,293
)
 
(1,429
)
13,765

(1)
1.3900%
 
One-Month LIBOR
 
10/13/2015
 
10/1/2020
 
(337
)
 
53

100,000

 
1.9013%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(5,367
)
 
(138
)
100,000

 
1.9050%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(5,336
)
 
(45
)
50,000

 
1.9079%
 
One-Month LIBOR
 
9/1/2016
 
12/1/2022
 
(2,678
)
 
(32
)
 

 
 
 
 
 
 
 
 
 
$
(20,245
)
 
$
(3,107
)

(1)
The notional amount of this instrument is scheduled to amortize to $12.1 million.


48


Based on our variable-rate debt balances, including the effect of interest rate swap contracts, our interest expense would have increased by $1.2 million in the six months ended June 30, 2016 if the one-month LIBOR rate was 1% higher.
 
Item 4.           Controls and Procedures
 
COPT
(a)                                  Evaluation of Disclosure Controls and Procedures
 
The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2016.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of June 30, 2016 were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
(b)                                 Change in Internal Control over Financial Reporting
 
No change in the Company’s internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
 
COPLP
(a)                                  Evaluation of Disclosure Controls and Procedures
 
The Operating Partnership’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of June 30, 2016.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Operating Partnership’s disclosure controls and procedures as of June 30, 2016 were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Operating Partnership in reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Operating Partnership’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
(b)                                 Change in Internal Control over Financial Reporting
 
No change in the Operating Partnership’s internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

PART II
 
Item 1.           Legal Proceedings
 
We are not currently involved in any material litigation nor, to our knowledge, is any material litigation currently threatened against the Company or the Operating Partnership (other than routine litigation arising in the ordinary course of business, substantially all of which is expected to be covered by liability insurance).
 
Item 1A.  Risk Factors
 
There have been no material changes to the risk factors included in our 2015 Annual Report on Form 10-K.
 
Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds
 
(a) 
During the three months ended June 30, 2016, 26,758 of COPLP’s common units were exchanged for 26,758 COPT common shares in accordance with COPLP’s Second Amended and Restated Limited Partnership Agreement, as amended.  The issuance of these common shares was effected in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
 

49


(b)         Not applicable
 
(c)          Not applicable
 
Item 3.           Defaults Upon Senior Securities
 
(a)          Not applicable
 
(b)         Not applicable
 
Item 4.           Mine Safety Disclosures

Not applicable

Item 5.           Other Information
 
None


50


Item 6.           Exhibits
 
(a)          Exhibits:
 
EXHIBIT
NO.
 
DESCRIPTION
10.1
 
Letter Agreement, dated May 12, 2016, between Corporate Office Properties Trust, Corporate Office Properties, L.P., and Stephen E. Budorick (filed with the Company’s Current Report on Form 8-K dated May 17, 2016 and incorporated herein by reference).
 
 
 
12.1
 
COPT’s Statement regarding Computation of Earnings to Combined Fixed Charges and Preferred Share Dividends (filed herewith).
 
 
 
12.2
 
COPLP’s Statement regarding Computation of Consolidated Ratio of Earnings to Fixed Charges (filed herewith).
 
 
 
31.1
 
Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
 
 
 
31.2
 
Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
 
 
 
31.3
 
Certification of the Chief Executive Officer of Corporate Office Properties, L.P. required by Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
 
 
 
31.4
 
Certification of the Chief Financial Officer of Corporate Office Properties, L.P. required by Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith).
 
 
 
32.1
 
Certification of the Chief Executive Officer of Corporate Office Properties Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith).
 
 
 
32.2
 
Certification of the Chief Financial Officer of Corporate Office Properties Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended). (Furnished herewith).
 
 
 
32.3
 
Certification of the Chief Executive Officer of Corporate Office Properties, L.P. required by Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.) (Furnished herewith).
 
 
 
32.4
 
Certification of the Chief Financial Officer of Corporate Office Properties, L.P. required by Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended). (Furnished herewith).
 
 
 
101.INS
 
XBRL Instance Document (filed herewith).
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document (filed herewith).
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
 
 
 
101.LAB
 
XBRL Extension Labels Linkbase (filed herewith).
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

51


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CORPORATE OFFICE PROPERTIES TRUST
 
CORPORATE OFFICE PROPERTIES, L.P.
 
 
 
By: Corporate Office Properties Trust,
 
 
 
its General Partner
 
 
 
 
 
/s/ Stephen E. Budorick
 
/s/ Stephen E. Budorick
 
Stephen E. Budorick
 
Stephen E. Budorick
 
President and Chief Executive Officer
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
/s/ Anthony Mifsud
 
/s/ Anthony Mifsud
 
Anthony Mifsud
 
Anthony Mifsud
 
Executive Vice President and Chief Financial Officer
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Dated:
August 2, 2016
Dated:
August 2, 2016

52