COPT DEFENSE PROPERTIES - Quarter Report: 2020 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended	March 31, 2020



☐	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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par value	OFC	New York Stock Exchange

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 ☒ Yes ☐ No

Corporate Office Properties, L.P. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Corporate Office Properties Trust ☒ Yes ☐ No

Corporate Office Properties, L.P. ☒ Yes ☐ No

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

Corporate Office Properties Trust

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Corporate Office Properties, L.P.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Corporate Office Properties Trust ☐

Corporate Office Properties, L.P. ☐

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 ☐ Yes ☒ No

Corporate Office Properties, L.P. ☐ Yes ☒ No

As of April 21, 2020, 112,169,463 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 March 31, 2020 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 March 31, 2020, COPT owned 98.6% of the outstanding common units in COPLP; the remaining common units and all of the outstanding COPLP preferred units 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 two operate as an interrelated, consolidated company. COPT is a REIT 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 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.

Noncontrolling interests, 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. 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 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, investors 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 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;


•	Note 8, Prepaid Expenses and Other Assets, Net of COPT and subsidiaries and COPLP and subsidiaries; and


•	Note 16, 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
PART I: FINANCIAL INFORMATION

Item 1:	Financial Statements:
Consolidated Financial Statements of Corporate Office Properties Trust
	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 (unaudited)	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (unaudited)	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 (unaudited)	5
	Consolidated Statements of Equity for the Three Months Ended March 31, 2020 and 2019 (unaudited)	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)	7
Consolidated Financial Statements of Corporate Office Properties, L.P.
	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 (unaudited)	9
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (unaudited)	10
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 (unaudited)	11
	Consolidated Statements of Equity for the Three Months Ended March 31, 2020 and 2019 (unaudited)	12
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)	13
Notes to Consolidated Financial Statements (unaudited)		15
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4:	Controls and Procedures	49

PART II: OTHER INFORMATION

Item 1:	Legal Proceedings	50
Item 1A:	Risk Factors	50
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3:	Defaults Upon Senior Securities	51
Item 4:	Mine Safety Disclosures	51
Item 5:	Other Information	51
Item 6:	Exhibits	52

SIGNATURES		53

PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

Corporate Office Properties Trust and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)



	March 31, 2020			December 31, 2019
Assets
Properties, net:
Operating properties, net	$	2,813,949		$	2,772,647
Projects in development or held for future development	605,679			568,239
Total properties, net	3,419,628			3,340,886
Property - operating right-of-use assets	27,793			27,864
Property - finance right-of-use assets	40,450			40,458
Cash and cash equivalents	159,061			14,733
Investment in unconsolidated real estate joint ventures	51,220			51,949
Accounts receivable, net	30,317			35,444
Deferred rent receivable	89,690			87,736
Intangible assets on real estate acquisitions, net	26,078			27,392
Deferred leasing costs (net of accumulated amortization of $34,613 and $33,782, respectively)	58,608			58,392
Investing receivables (net of allowance for credit losses of $3,598 at March 31, 2020)	71,197			73,523
Prepaid expenses and other assets, net	80,415			96,076
Total assets	$	4,054,457		$	3,854,453
Liabilities and equity
Liabilities:
Debt, net	$	2,076,839		$	1,831,139
Accounts payable and accrued expenses	128,441			148,746
Rents received in advance and security deposits	33,323			33,620
Dividends and distributions payable	31,301			31,263
Deferred revenue associated with operating leases	6,972			7,361
Property - operating lease liabilities	17,365			17,317
Interest rate derivatives	63,232			25,682
Other liabilities	8,886			10,649
Total liabilities	2,366,359			2,105,777
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	22,912			29,431
Equity:
Corporate Office Properties Trust’s shareholders’ equity:
Common Shares of beneficial interest ($0.01 par value; 150,000,000 shares authorized; shares issued and outstanding of 112,169,463 at March 31, 2020 and 112,068,705 at December 31, 2019)	1,122			1,121
Additional paid-in capital	2,476,677			2,481,558
Cumulative distributions in excess of net income	(790,600		)	(778,275		)
Accumulated other comprehensive loss	(62,201		)	(25,444		)
Total Corporate Office Properties Trust’s shareholders’ equity	1,624,998			1,678,960
Noncontrolling interests in subsidiaries:
Common units in COPLP	19,600			19,597
Preferred units in COPLP	8,800			8,800
Other consolidated entities	11,788			11,888
Noncontrolling interests in subsidiaries	40,188			40,285
Total equity	1,665,186			1,719,245
Total liabilities, redeemable noncontrolling interests and equity	$	4,054,457		$	3,854,453

See accompanying notes to consolidated financial statements.

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Revenues
Lease revenue	$	131,012		$	130,903
Other property revenue	1,104			1,087
Construction contract and other service revenues	13,681			16,950
Total revenues	145,797			148,940
Operating expenses
Property operating expenses	49,999			49,445
Depreciation and amortization associated with real estate operations	32,596			34,796
Construction contract and other service expenses	13,121			16,326
General, administrative and leasing expenses	7,486			8,751
Business development expenses and land carry costs	1,118			1,113
Total operating expenses	104,320			110,431
Interest expense	(16,840		)	(18,674		)
Interest and other income	1,205			2,286
Credit loss expense	(689		)	—
Gain on sales of real estate	5			—
Income before equity in income of unconsolidated entities and income taxes	25,158			22,121
Equity in income of unconsolidated entities	441			391
Income tax expense	(49		)	(194		)
Net income	25,550			22,318
Net income attributable to noncontrolling interests:
Common units in COPLP	(287		)	(257		)
Preferred units in COPLP	(77		)	(165		)
Other consolidated entities	(1,132		)	(1,037		)
Net income attributable to COPT common shareholders	$	24,054		$	20,859

Earnings per common share: (1)
Net income attributable to COPT common shareholders - basic	$	0.21		$	0.19
Net income attributable to COPT common shareholders - diluted	$	0.21		$	0.19

(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.

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Net income	$	25,550		$	22,318
Other comprehensive loss:
Unrealized loss on interest rate derivatives	(37,705		)	(8,845		)
Loss (gain) on interest rate derivatives recognized in interest expense	131			(570		)
Total other comprehensive loss	(37,574		)	(9,415		)
Comprehensive (loss) income	(12,024		)	12,903
Comprehensive income attributable to noncontrolling interests	(679		)	(1,344		)
Comprehensive (loss) income attributable to COPT	$	(12,703	)	$	11,559

See accompanying notes to consolidated financial statements.

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Equity

(Dollars in thousands)

(unaudited)



	Common Shares		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total
For the Three Months Ended March 31, 2019
Balance at December 31, 2018 (110,241,868 common shares outstanding)	$	1,102	$	2,431,355		$	(846,808	)	$	(238	)	$	41,637		$	1,627,048
Conversion of common units to common shares (5,500 shares)	—		80			—			—			(80		)	—
Common shares issued under forward equity sale agreements (1,614,087 shares)	16		46,438			—			—			—			46,454
Share-based compensation (78,335 shares issued, net of redemptions)	1		1,562			—			—			239			1,802
Redemption of vested equity awards	—		(1,817		)	—			—			—			(1,817		)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP	—		(1,322		)	—			—			1,322			—
Comprehensive income	—		—			20,859			(9,300		)	669			12,228
Dividends	—		—			(30,754		)	—			—			(30,754		)
Distributions to owners of common and preferred units in COPLP	—		—			—			—			(550		)	(550		)
Contributions from noncontrolling interests in other consolidated entities	—		—			—			—			2,570			2,570
Distributions to noncontrolling interests in other consolidated entities	—		—			—			—			(4		)	(4		)
Adjustment to arrive at fair value of redeemable noncontrolling interests	—		(799		)	—			—			—			(799		)
Balance at March 31, 2019 (111,939,790 common shares outstanding)	$	1,119	$	2,475,497		$	(856,703	)	$	(9,538	)	$	45,803		$	1,656,178

For the Three Months Ended March 31, 2020
Balance at December 31, 2019 (112,068,705 common shares outstanding)	$	1,121	$	2,481,558		$	(778,275	)	$	(25,444	)	$	40,285		$	1,719,245
Cumulative effect of accounting change for adoption of credit loss guidance	—		—			(5,541		)	—			—			(5,541		)
Balance at December 31, 2019, as adjusted	1,121		2,481,558			(783,816		)	(25,444		)	40,285			1,713,704
Conversion of common units to common shares (12,009 shares)	—		182			—			—			(182		)	—
Share-based compensation (88,749 shares issued, net of redemptions)	1		983			—			—			226			1,210
Redemption of vested equity awards	—		(1,492		)	—			—			—			(1,492		)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP	—		(453		)	—			—			453			—
Comprehensive loss	—		—			24,054			(36,757		)	(279		)	(12,982		)
Dividends	—		—			(30,838		)	—			—			(30,838		)
Distributions to owners of common and preferred units in COPLP	—		—			—			—			(420		)	(420		)
Contributions from noncontrolling interests in other consolidated entities	—		—			—			—			112			112
Distributions to noncontrolling interests in other consolidated entities	—		—			—			—			(7		)	(7		)
Adjustment to arrive at fair value of redeemable noncontrolling interests	—		(4,101		)	—			—			—			(4,101		)
Balance at March 31, 2020 (112,169,463 common shares outstanding)	$	1,122	$	2,476,677		$	(790,600	)	$	(62,201	)	$	40,188		$	1,665,186

See accompanying notes to consolidated financial statements.

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Revenues from real estate operations received	$	133,092		$	126,569
Construction contract and other service revenues received	24,925			5,904
Property operating expenses paid	(46,330		)	(42,974		)
Construction contract and other service expenses paid	(17,631		)	(4,614		)
General, administrative, leasing, business development and land carry costs paid	(12,371		)	(11,703		)
Interest expense paid	(16,767		)	(18,282		)
Lease incentives paid	(3,628		)	(1,158		)
Other	928			910
Net cash provided by operating activities	62,218			54,652
Cash flows from investing activities
Development and redevelopment of properties	(92,802		)	(100,212		)
Tenant improvements on operating properties	(10,446		)	(4,174		)
Other capital improvements on operating properties	(5,457		)	(4,476		)
Investing receivables funded	—			(11,051		)
Leasing costs paid	(5,950		)	(2,539		)
Other	192			1,297
Net cash used in investing activities	(114,463		)	(121,155		)
Cash flows from financing activities
Proceeds from debt
Revolving Credit Facility	251,000			123,000
Other debt proceeds	181,595			3,350
Repayments of debt
Revolving Credit Facility	(186,000		)	(74,000		)
Scheduled principal amortization	(1,021		)	(1,098		)
Deferred financing costs paid	(1,261		)	—
Net proceeds from issuance of common shares	—			46,415
Common share dividends paid	(30,817		)	(30,287		)
Distributions paid to noncontrolling interests in COPLP	(403		)	(553		)
Distributions paid to redeemable noncontrolling interests	(11,870		)	—
Redemption of vested equity awards	(1,492		)	(1,817		)
Other	(2,729		)	1,318
Net cash provided by financing activities	197,002			66,328
Net increase (decrease) in cash and cash equivalents and restricted cash	144,757			(175		)
Cash and cash equivalents and restricted cash
Beginning of period	18,130			11,950
End of period	$	162,887		$	11,775

See accompanying notes to consolidated financial statements.

Corporate Office Properties Trust and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Reconciliation of net income to net cash provided by operating activities:
Net income	$	25,550		$	22,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and other amortization	33,015			35,229
Amortization of deferred financing costs and net debt discounts	961			898
Increase in deferred rent receivable	(2,230		)	(2,539		)
Share-based compensation	1,389			1,659
Other	(52		)	(1,572		)
Changes in operating assets and liabilities:
Decrease in accounts receivable	4,547			1,033
Decrease (increase) in prepaid expenses and other assets, net	15,548			(6,752		)
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(16,213		)	8,822
Decrease in rents received in advance and security deposits	(297		)	(4,444		)
Net cash provided by operating activities	$	62,218		$	54,652
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period	$	14,733		$	8,066
Restricted cash at beginning of period	3,397			3,884
Cash and cash equivalents and restricted cash at beginning of period	$	18,130		$	11,950

Cash and cash equivalents at end of period	$	159,061		$	7,780
Restricted cash at end of period	3,826			3,995
Cash and cash equivalents and restricted cash at end of period	$	162,887		$	11,775
Supplemental schedule of non-cash investing and financing activities:
(Decrease) increase in accrued capital improvements, leasing and other investing activity costs	$	(4,795	)	$	11,329
Finance right-of-use asset contributed by noncontrolling interest in joint venture	$	—		$	2,570
Operating right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	276
Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests	$	(37,573	)	$	(9,450	)
Dividends/distributions payable	$	31,301		$	31,346
Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares	$	182		$	80
Adjustments to noncontrolling interests resulting from changes in COPLP ownership	$	453		$	1,322
Increase in redeemable noncontrolling interests and decrease in equity to carry redeemable noncontrolling interests at fair value	$	4,101		$	799

See accompanying notes to consolidated financial statements.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except unit data)

(unaudited)



	March 31, 2020			December 31, 2019
Assets
Properties, net:
Operating properties, net	$	2,813,949		$	2,772,647
Projects in development or held for future development	605,679			568,239
Total properties, net	3,419,628			3,340,886
Property - operating right-of-use assets	27,793			27,864
Property - finance right-of-use assets	40,450			40,458
Cash and cash equivalents	159,061			14,733
Investment in unconsolidated real estate joint ventures	51,220			51,949
Accounts receivable, net	30,317			35,444
Deferred rent receivable	89,690			87,736
Intangible assets on real estate acquisitions, net	26,078			27,392
Deferred leasing costs (net of accumulated amortization of $34,613 and $33,782, respectively)	58,608			58,392
Investing receivables (net of allowance for credit losses of $3,598 at March 31, 2020)	71,197			73,523
Prepaid expenses and other assets, net	78,136			93,016
Total assets	$	4,052,178		$	3,851,393
Liabilities and equity
Liabilities:
Debt, net	$	2,076,839		$	1,831,139
Accounts payable and accrued expenses	128,441			148,746
Rents received in advance and security deposits	33,323			33,620
Distributions payable	31,301			31,263
Deferred revenue associated with operating leases	6,972			7,361
Property - operating lease liabilities	17,365			17,317
Interest rate derivatives	63,232			25,682
Other liabilities	6,607			7,589
Total liabilities	2,364,080			2,102,717
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests	22,912			29,431
Equity:
Corporate Office Properties, L.P.’s equity:
Preferred units held by limited partner, 352,000 preferred units outstanding at March 31, 2020 and December 31, 2019	8,800			8,800
Common units, 112,169,463 and 112,068,705 held by the general partner and 1,620,449 and 1,482,425 held by limited partners at March 31, 2020 and December 31, 2019, respectively	1,707,395			1,724,159
Accumulated other comprehensive loss	(62,843		)	(25,648		)
Total Corporate Office Properties, L.P.’s equity	1,653,352			1,707,311
Noncontrolling interests in subsidiaries	11,834			11,934
Total equity	1,665,186			1,719,245
Total liabilities, redeemable noncontrolling interests and equity	$	4,052,178		$	3,851,393

See accompanying notes to consolidated financial statements.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Revenues
Lease revenue	$	131,012		$	130,903
Other property revenue	1,104			1,087
Construction contract and other service revenues	13,681			16,950
Total revenues	145,797			148,940
Operating expenses
Property operating expenses	49,999			49,445
Depreciation and amortization associated with real estate operations	32,596			34,796
Construction contract and other service expenses	13,121			16,326
General, administrative and leasing expenses	7,486			8,751
Business development expenses and land carry costs	1,118			1,113
Total operating expenses	104,320			110,431
Interest expense	(16,840		)	(18,674		)
Interest and other income	1,205			2,286
Credit loss expense	(689		)	—
Gain on sales of real estate	5			—
Income before equity in income of unconsolidated entities and income taxes	25,158			22,121
Equity in income of unconsolidated entities	441			391
Income tax expense	(49		)	(194		)
Net income	25,550			22,318
Net income attributable to noncontrolling interests in consolidated entities	(1,132		)	(1,037		)
Net income attributable to COPLP	24,418			21,281
Preferred unit distributions	(77		)	(165		)
Net income attributable to COPLP common unitholders	$	24,341		$	21,116

Earnings per common unit: (1)
Net income attributable to COPLP common unitholders - basic	$	0.21		$	0.19
Net income attributable to COPLP common unitholders - diluted	$	0.21		$	0.19

(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.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Net income	$	25,550		$	22,318
Other comprehensive loss:
Unrealized loss on interest rate derivatives	(37,705		)	(8,845		)
Loss (gain) on interest rate derivatives recognized in interest expense	131			(570		)
Total other comprehensive loss	(37,574		)	(9,415		)
Comprehensive (loss) income	(12,024		)	12,903
Comprehensive income attributable to noncontrolling interests	(753		)	(1,037		)
Comprehensive (loss) income attributable to COPLP	$	(12,777	)	$	11,866

See accompanying notes to consolidated financial statements.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Statements of Equity

(Dollars in thousands)

(unaudited)



	Limited Partner Preferred Units				Common Units				Accumulated Other Comprehensive Loss			Noncontrolling Interests in Subsidiaries
	Units	Amount			Units	Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Subsidiaries			Total Equity
For the Three Months Ended March 31, 2019
Balance at December 31, 2018	352,000	$	8,800		111,574,754	$	1,604,655		$	(121	)	$	13,714		$	1,627,048
Issuance of common units resulting from common shares issued under COPT forward equity sale agreements	—	—			1,614,087	46,454			—			—			46,454
Share-based compensation (units net of redemption)	—	—			326,973	1,802			—			—			1,802
Redemptions of vested equity awards	—	—			—	(1,817		)	—			—			(1,817		)
Comprehensive income	—	165			—	21,116			(9,415		)	362			12,228
Distributions to owners of common and preferred units	—	(165		)	—	(31,139		)	—			—			(31,304		)
Contributions from noncontrolling interests in subsidiaries	—	—			—	—			—			2,570			2,570
Distributions to noncontrolling interests in subsidiaries	—	—			—	—			—			(4		)	(4		)
Adjustment to arrive at fair value of redeemable noncontrolling interests	—	—			—	(799		)	—			—			(799		)
Balance at March 31, 2019	352,000	$	8,800		113,515,814	$	1,640,272		$	(9,536	)	$	16,642		$	1,656,178

For the Three Months Ended March 31, 2020
Balance at December 31, 2019	352,000	$	8,800		113,551,130	$	1,724,159		$	(25,648	)	$	11,934		$	1,719,245
Cumulative effect of accounting change for adoption of credit loss guidance	—	—			—	(5,541		)	—			—			(5,541		)
Balance at December 31, 2019, as adjusted	352,000	8,800			113,551,130	1,718,618			(25,648		)	11,934			1,713,704
Share-based compensation (units net of redemption)	—	—			238,782	1,210			—			—			1,210
Redemptions of vested equity awards	—	—			—	(1,492		)	—			—			(1,492		)
Comprehensive loss	—	77			—	24,341			(37,195		)	(205		)	(12,982		)
Distributions to owners of common and preferred units	—	(77		)	—	(31,181		)	—			—			(31,258		)
Contributions from noncontrolling interests in subsidiaries	—	—			—	—			—			112			112
Distributions to noncontrolling interests in subsidiaries	—	—			—	—			—			(7		)	(7		)
Adjustment to arrive at fair value of redeemable noncontrolling interests	—	—			—	(4,101		)	—			—			(4,101		)
Balance at March 31, 2020	352,000	$	8,800		113,789,912	$	1,707,395		$	(62,843	)	$	11,834		$	1,665,186

See accompanying notes to consolidated financial statements.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Revenues from real estate operations received	$	133,092		$	126,569
Construction contract and other service revenues received	24,925			5,904
Property operating expenses paid	(46,330		)	(42,974		)
Construction contract and other service expenses paid	(17,631		)	(4,614		)
General, administrative, leasing, business development and land carry costs paid	(12,371		)	(11,703		)
Interest expense paid	(16,767		)	(18,282		)
Lease incentives paid	(3,628		)	(1,158		)
Other	928			910
Net cash provided by operating activities	62,218			54,652
Cash flows from investing activities
Development and redevelopment of properties	(92,802		)	(100,212		)
Tenant improvements on operating properties	(10,446		)	(4,174		)
Other capital improvements on operating properties	(5,457		)	(4,476		)
Investing receivables funded	—			(11,051		)
Leasing costs paid	(5,950		)	(2,539		)
Other	192			1,297
Net cash used in investing activities	(114,463		)	(121,155		)
Cash flows from financing activities
Proceeds from debt
Revolving Credit Facility	251,000			123,000
Other debt proceeds	181,595			3,350
Repayments of debt
Revolving Credit Facility	(186,000		)	(74,000		)
Scheduled principal amortization	(1,021		)	(1,098		)
Deferred financing costs paid	(1,261		)	—
Net proceeds from issuance of common units	—			46,415
Common unit distributions paid	(31,143		)	(30,675		)
Distributions paid to redeemable noncontrolling interests	(11,870		)	—
Redemption of vested equity awards	(1,492		)	(1,817		)
Other	(2,806		)	1,153
Net cash provided by financing activities	197,002			66,328
Net increase (decrease) in cash and cash equivalents and restricted cash	144,757			(175		)
Cash and cash equivalents and restricted cash
Beginning of period	18,130			11,950
End of period	$	162,887		$	11,775

See accompanying notes to consolidated financial statements.

Corporate Office Properties, L.P. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(in thousands)

(unaudited)



	For the Three Months Ended March 31,
	2020			2019
Reconciliation of net income to net cash provided by operating activities:
Net income	$	25,550		$	22,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and other amortization	33,015			35,229
Amortization of deferred financing costs and net debt discounts	961			898
Increase in deferred rent receivable	(2,230		)	(2,539		)
Share-based compensation	1,389			1,659
Other	(52		)	(1,572		)
Changes in operating assets and liabilities:
Decrease in accounts receivable	4,547			1,033
Decrease (increase) in prepaid expenses and other assets, net	14,768			(6,406		)
(Decrease) increase in accounts payable, accrued expenses and other liabilities	(15,433		)	8,476
Decrease in rents received in advance and security deposits	(297		)	(4,444		)
Net cash provided by operating activities	$	62,218		$	54,652
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period	$	14,733		$	8,066
Restricted cash at beginning of period	3,397			3,884
Cash and cash equivalents and restricted cash at beginning of period	$	18,130		$	11,950

Cash and cash equivalents at end of period	$	159,061		$	7,780
Restricted cash at end of period	3,826			3,995
Cash and cash equivalents and restricted cash at end of period	$	162,887		$	11,775
Supplemental schedule of non-cash investing and financing activities:
(Decrease) increase in accrued capital improvements, leasing and other investing activity costs	$	(4,795	)	$	11,329
Finance right-of-use asset contributed by noncontrolling interest in joint venture	$	—		$	2,570
Operating right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	276
Decrease in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests	$	(37,573	)	$	(9,450	)
Distributions payable	$	31,301		$	31,346
Increase in redeemable noncontrolling interests and decrease in equity to carry redeemable noncontrolling interests at fair value	$	4,101		$	799

See accompanying notes to consolidated financial statements.

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 the United States Government (“USG”) and its 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 portfolio of office properties located in select urban/urban-like submarkets in the Greater Washington, DC/Baltimore region with durable Class-A office fundamentals and characteristics (“Regional Office”). As of March 31, 2020, our properties included the following:


•	171 properties totaling 19.4 million square feet comprised of 15.4 million square feet in 148 office properties and 4.0 million square feet in 23 single-tenant data center shell properties (“data center shells”). We owned 15 of these data center shells through unconsolidated real estate joint ventures;


•	a wholesale data center with a critical load of 19.25 megawatts;


•	14 properties under development or redevelopment (11 office properties and three data center shells) that we estimate will total approximately 2.3 million square feet upon completion, including one partially-operational property; and


•	approximately 900 acres of land controlled for future development that we believe could be developed into approximately 11.2 million square feet and 43 acres of other land.

COPLP owns real estate 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, development and construction 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 March 31, 2020, COPT owned 98.6% of the outstanding COPLP common units (“common units”); the remaining common units and all of the outstanding COPLP preferred units (“preferred units”) were owned by third parties. Common units not owned by COPT carry certain redemption rights. The number of common units owned by COPT is equivalent to the number of outstanding common shares of beneficial interest (“common shares”) of COPT, and the entitlement of common units to quarterly distributions and payments in liquidation is substantially the same as that of COPT common shareholders. In the case of any series of preferred units held by COPT, there would be 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; similarly, although 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 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.

When we own an equity investment in an entity and cannot exert significant influence over its operations, we measure the investment at fair value, with changes recognized through net income. For an investment without a readily determinable fair value, we measure the investment at cost, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer.

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, 2019 included in our 2019 Annual Report on Form 10-K. The unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly state 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 2019 Annual Report on Form 10-K as updated for our adoption of recent accounting pronouncements discussed below.

Reclassifications

We reclassified certain amounts from prior periods to conform to the current period presentation of our consolidated financial statements with no effect on previously reported net income or equity.

Recent Accounting Pronouncements

Effective January 1, 2020, we adopted guidance issued by the Financial Accounting Standards Board (“FASB”) that changes how entities measure credit losses for most financial assets and certain other instruments not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in a more timely recognition of such losses. The guidance applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables (excluding those arising from operating leases), loans, held-to-maturity debt securities, net investments in leases and off-balance-sheet credit exposures (e.g. loan commitments and guarantees). Under this guidance, we recognize an estimate of our expected credit losses on these asset types as an allowance, as the guidance requires that financial assets be measured on an amortized cost basis and be presented at the net amount expected to be collected. We adopted this guidance effective January 1, 2020 using the modified retrospective transition method under which we recognized a $5.5 million allowance for credit losses by means of a cumulative-effect adjustment to cumulative distributions in excess of net income of the Company (or common units of the Operating Partnership), and did not adjust prior comparative reporting periods. Our consolidated statements of operations reflect adjustments for changes in our expected credit losses occurring subsequent to adoption of this guidance.

Effective January 1, 2020, we adopted guidance issued by the FASB that modifies disclosure requirements for fair value measurements. The resulting changes in disclosure did not have a material impact on our consolidated financial statements.

Effective January 1, 2020, we adopted guidance issued by the FASB that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. FASB guidance did not previously address the accounting for such implementation costs. Our adoption of this guidance did not have a material impact on our consolidated financial statements.

Credit Losses, Financial Assets and Other Instruments

As discussed above, effective January 1, 2020, we adopted guidance issued by the FASB that changed how we measure credit losses for most financial assets and certain other instruments not measured at fair value through net income from an incurred loss model to an expected loss approach. Our items within the scope of this guidance included the following:


•	investing receivables, as disclosed in Note 7;


•	tenant notes receivable;


•	other assets comprised of non-lease revenue related accounts receivable (primarily from construction contract services) and contract assets from unbilled construction contract revenue; and


•	off-balance sheet credit exposures, which included $4.8 million in unfunded commitments to fund tenant loans and a tax incremental financing obligation disclosed in Note 17.

Under this guidance, we recognize an estimate of our expected credit losses on these items as an allowance, as the guidance requires that financial assets be measured on an amortized cost basis and be presented at the net amount expected to be collected (or as a separate liability in the case of off-balance sheet credit exposures). The allowance represents the portion of the amortized cost basis that we do not expect to collect (or loss we expect to incur in the case of off-balance sheet credit exposures) due to credit over the contractual life based on available information relevant to assessing the collectability of cash flows, which includes consideration of past events, current conditions and reasonable and supportable forecasts of future economic conditions (including consideration of asset- or borrower-specific factors). The guidance requires the allowance for expected credit losses to reflect the risk of loss, even when that risk is remote. An allowance for credit losses is measured and recorded upon the initial recognition of a financial asset (or off-balance sheet credit exposures), regardless of whether it is originated or purchased. Quarterly, the expected losses are re-estimated, considering any cash receipts and changes in risks or assumptions, with resulting adjustments recognized in the line entitled “credit loss expense” on our consolidated statements of operations.

We estimate expected credit losses for in-scope items using historical loss rate information developed for varying classifications of credit risk and contractual lives of such items. Due to our limited quantity of items within the scope of this guidance and the unique risk characteristics of such items, we individually assign each in-scope item a credit risk classification. The credit risk classifications assigned by us are determined based on credit ratings assigned by ratings agencies (as available) or are internally-developed based on available financial information, historical payment experience, credit documentation, other publicly available information and current economic trends. In addition, for certain items in which the risk of credit loss is affected by the economic performance of a real estate development project, we develop probability weighted scenario analyses for varying levels of performance in estimating our credit loss allowance (applicable to our investing receivable from the City of Huntsville disclosed in Note 7 and a tax incremental financing obligation disclosed in Note 17).

The table below sets forth the activity for the allowance for credit losses (in thousands):



	For the Three Months Ended March 31, 2020
	Investing Receivables			Tenant Notes Receivable (1)			Other Assets (2)			Off-Balance Sheet Credit Exposures (3)			Total
December 31, 2019	$	—		$	(97	)	$	—		$	—		$	(97	)
Cumulative effect of change for adoption of credit loss guidance	(3,732		)	(325		)	(144		)	(1,340		)	(5,541		)
Credit loss expense	134			23			(77		)	(769		)	(689		)
March 31, 2020	$	(3,598	)	$	(399	)	$	(221	)	$	(2,109	)	$	(6,327	)


(1)	Included in the line entitled “accounts receivable, net” on our consolidated balance sheets.

(2) The balance as of March 31, 2020 included $181,000 in the line entitled “accounts receivable, net” and $40,000 in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheets.

(3) Included in the line entitled “other liabilities” on our consolidated balance sheets.

Most of our credit loss expense for the three months ended March 31, 2020 was attributable to a new commitment to fund a tenant note receivable for improvements in a property.

The following table presents the amortized cost basis of our investing receivables and tenants notes receivable by credit risk classification, by origination year as of March 31, 2020 (in thousands):



	Origination Year
	2015 and Earlier		2016		2017		2018		2019		2020		Total as of March 31, 2020
Investing receivables:
Credit risk classification:
Investment grade	$	59,833	$	—	$	866	$	—	$	—	$	—	$	60,699
Non-investment grade	3,020		—		—		—		11,076		—		14,096
Total	$	62,853	$	—	$	866	$	—	$	11,076	$	—	$	74,795

Tenant notes receivable:
Credit risk classification:
Investment grade	$	21	$	78	$	—	$	1,100	$	100	$	—	$	1,299
Non-investment grade	97		219		—		185		2,079		—		2,580
Total	$	118	$	297	$	—	$	1,285	$	2,179	$	—	$	3,879

Our investment grade credit risk classification represents entities with investment grade credit ratings from ratings agencies (such as Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings Ltd.), meaning that they are considered to have at least an adequate capacity to meet their financial commitments, with credit risk ranging from minimal to moderate. Our non-investment grade credit risk classification represents entities with either no credit agency credit ratings or ratings deemed to be sub-investment grade; we believe that there is significantly more credit risk associated with this classification.

An insignificant portion of the investing and tenant notes receivables set forth above were past due, which we define as being delinquent by more than three months from the due date.

When we believe that collection of interest income on an investing or tenant note receivable is not probable, we place the receivable on nonaccrual status, meaning interest income is recognized when payments are received rather than on an accrual basis. We had a tenant note receivable on nonaccrual status as of March 31, 2020 and December 31, 2019 with an amortized cost basis of $97,000, which was fully reserved as of each date. We did not recognize any interest income during the three months ended March 31, 2020 on receivables on nonaccrual status.

We write off receivables when we believe the facts and circumstances indicate that continued pursuit of collection is no longer warranted. When cash is received in connection with receivables for which we have previously recognized credit losses, we recognize reductions in our credit loss expense.

3. Fair Value Measurements

Recurring Fair Value Measurements

COPT has a non-qualified elective deferred compensation plan for Trustees and certain members of our management team that, prior to December 31, 2019, permitted participants to defer up to 100% of their compensation on a pre-tax basis and receive a tax-deferred return on such deferrals. The Company froze additional entry into the plan effective December 31, 2019. 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 sheets using quoted market prices, as are other marketable securities that we hold. The balance of the plan, which was fully funded and totaled $2.3 million as of March 31, 2020, is included in the line entitled “prepaid expenses and other assets, net” on COPT’s consolidated balance sheets along with an insignificant amount of other 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 sheet. The assets of the plan are classified in Level 1 of the fair value hierarchy, while the offsetting liability 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 March 31, 2020, 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. The fair values of our investing receivables, as disclosed in Note 7, were 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 9, 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 7 for investing receivables, Note 9 for debt and Note 10 for interest rate derivatives.

COPT and Subsidiaries

The table below sets forth financial assets and liabilities of COPT and subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2020 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	$	2,260	$	—	$	—	$	2,260
Other	19		—		—		19
Mutual funds (1)	10		—		—		10
Total assets	$	2,289	$	—	$	—	$	2,289
Liabilities:
Deferred compensation plan liability (2)	$	—	$	2,279	$	—	$	2,279
Interest rate derivatives	—		63,232		—		63,232
Total liabilities	$	—	$	65,511	$	—	$	65,511

(1) Included in the line entitled “prepaid expenses and other assets, net” 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 subsidiaries that are accounted for at fair value on a recurring basis as of March 31, 2020 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:
Mutual funds (1)	$	10	$	—	$	—	$	10
Liabilities:
Interest rate derivatives	$	—	$	63,232	$	—	$	63,232

(1) Included in the line entitled “prepaid expenses and other assets, net” on COPLP’s consolidated balance sheet.

4. Properties, Net

Operating properties, net consisted of the following (in thousands):



	March 31, 2020			December 31, 2019
Land	$	489,744		$	472,976
Buildings and improvements	3,359,908			3,306,791
Less: Accumulated depreciation	(1,035,703		)	(1,007,120		)
Operating properties, net	$	2,813,949		$	2,772,647

2020 Development Activities

During the three months ended March 31, 2020, we placed into service 230,000 square feet in one newly-developed property. As of March 31, 2020, we had 13 properties under development, or which we were contractually committed to develop, that we estimate will total 2.2 million square feet upon completion and one partially-operational property under redevelopment that we estimate will total 106,000 square feet upon completion.

5. Leases

Lessor Arrangements

We lease real estate properties, comprised primarily of office properties and data center shells, to third parties. As of March 31, 2020, these leases, which may encompass all, or a portion of, a property, had remaining terms spanning from one month to 15 years and averaging approximately five years.

Our lease revenue is comprised of: fixed lease revenue, including contractual rent billings under leases recognized on a straight-line basis over lease terms and amortization of lease incentives and above- and below- market lease intangibles; and variable lease revenue, including tenant expense recoveries, lease termination revenue and other revenue from tenants that is not fixed under the lease. The table below sets forth our allocation of lease revenue recognized between fixed and variable lease revenue (in thousands):



	For the Three Months Ended March 31,
Lease revenue	2020		2019
Fixed	$	104,109	$	104,644
Variable	26,903		26,259
	$	131,012	$	130,903

Fixed contractual payments due under our property leases were as follows (in thousands):



Year Ending December 31,	March 31, 2020		December 31, 2019
2020 (1)	$	301,914	$	388,310
2021	357,747		336,482
2022	319,239		299,356
2023	264,865		245,661
2024	214,797		195,246
Thereafter	548,049		474,741
	$	2,006,611	$	1,939,796

(1) As of March 31, 2020, represents the nine months ending December 31, 2020.

Lessee arrangements

We lease land underlying certain properties that we are operating or developing from third parties. These ground leases have long durations with remaining terms ranging from 29 years (excluding extension options) to 96 years. As of March 31, 2020, our balance sheet included $68.2 million in right-of-use assets associated with ground leases that included:


•	$37.8 million for land on which we are developing an office property in Washington, DC through our Stevens Investors, LLC joint venture, virtually all of the rent on which was previously paid. This lease has a 96-year remaining term, and we possess a bargain purchase option that we expect to exercise in 2020;


•	$10.3 million for land underlying operating office properties in Washington, DC under two leases with remaining terms of approximately 80 years;


•	$6.5 million for land underlying a parking garage in Baltimore, Maryland under a lease with a remaining term of 29 years and an option to renew for an additional 49 years that was included in the term used in determining the asset balance;


•	$6.6 million for land in a research park in College Park, Maryland under four leases through our M Square Associates, LLC joint venture all of the rent on which was previously paid. These leases had remaining terms ranging from 63 to 74 years;


•	$4.8 million for land in a business park in Huntsville, Alabama under nine leases through our LW Redstone Company, LLC joint venture, with remaining terms ranging from 43 to 50 years and options to renew for an additional 25 years that were not included in the term used in determining the asset balance; and


•	$2.3 million for other land underlying operating properties in our Fort Meade/BW Corridor sub-segment under two leases with remaining terms of approximately 48 years, all of the rent on which was previously paid.

Our right-of-use assets consisted of the following (in thousands):



Leases	Balance Sheet Location	March 31, 2020		December 31, 2019
Right-of-use assets
Operating leases - Property	Property - operating right-of-use assets	$	27,793	$	27,864
Finance leases - Property	Property - finance right-of-use assets	40,450		40,458
Total right-of-use assets		$	68,243	$	68,322

Lease liabilities consisted of the following (in thousands):



Leases	Balance Sheet Location	March 31, 2020		December 31, 2019
Lease liabilities
Operating leases - Property	Property - operating lease liabilities	$	17,365	$	17,317
Finance leases - Property	Other liabilities	702		702
Total lease liabilities		$	18,067	$	18,019

The table below sets forth the weighted average terms and discount rates of our leases as of March 31, 2020:



Weighted average remaining lease term
Operating leases	68 years
Finance leases	< 1 year
Weighted average discount rate
Operating leases	7.33	%
Finance leases	3.62	%

The table below presents our total lease cost (in thousands):



		For the Three Months Ended March 31,
Lease cost	Statement of Operations Location	2020		2019
Operating lease cost
Property leases	Property operating expenses	$	431	$	413
Finance lease cost
Amortization of property right-of-use assets	Property operating expenses	9		—
		$	440	$	413

The table below presents the effect of lease payments on our consolidated statements of cash flows (in thousands):



	For the Three Months Ended March 31,
Supplemental cash flow information	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	311	$	228
Financing cash flows for financing leases	$	—	$	52

Payments on leases as of March 31, 2020 and December 31, 2019 were due as follows (in thousands):



	As of March 31, 2020								As of December 31, 2019
Year Ending December 31,	Operating leases			Finance leases		Total			Operating leases			Finance leases		Total
2020 (1)	$	826		$	674	$	1,500		$	1,092		$	674	$	1,766
2021	1,138			14		1,152			1,138			14		1,152
2022	1,162			14		1,176			1,162			14		1,176
2023	1,167			—		1,167			1,167			—		1,167
2024	1,173			—		1,173			1,173			—		1,173
Thereafter	100,609			—		100,609			100,609			—		100,609
Total lease payments	106,075			702		106,777			106,341			702		107,043
Less: Amount representing interest	(88,710		)	—		(88,710		)	(89,024		)	—		(89,024		)
Lease liability	$	17,365		$	702	$	18,067		$	17,317		$	702	$	18,019

(1) As of March 31, 2020, represents the nine months ending December 31, 2020.

6. Real Estate Joint Ventures

Consolidated Real Estate Joint Ventures

The table below sets forth information pertaining to our investments in consolidated real estate joint ventures as of March 31, 2020 (dollars in thousands):



				March 31, 2020 (1)
	Date Acquired	Nominal Ownership %		Total Assets		Encumbered Assets		Total Liabilities
Entity	Date Acquired	Nominal Ownership %	Location	Total Assets		Encumbered Assets		Total Liabilities
LW Redstone Company, LLC	3/23/2010	85%	Huntsville, Alabama	$	285,673	$	111,839	$	100,415
M Square Associates, LLC	6/26/2007	50%	College Park, Maryland	91,205		63,318		56,396
Stevens Investors, LLC	8/11/2015	95%	Washington, DC	135,861		135,175		64,621
				$	512,739	$	310,332	$	221,432


(1)	Excludes amounts eliminated in consolidation.

In March 2020, the LW Redstone Company, LLC joint venture agreement was amended to change the distribution terms to allow the venture to distribute financing proceeds to satisfy our partner’s cumulative preferred return and to provide our partner a priority preferred return on its invested capital.

Unconsolidated Real Estate Joint Ventures

The table below sets forth information pertaining to our investments in unconsolidated real estate joint ventures accounted for using the equity method of accounting (dollars in thousands):



	Date Acquired	Nominal Ownership %	Number of Properties	Carrying Value of Investment (1)
Entity	Date Acquired	Nominal Ownership %	Number of Properties	March 31, 2020		December 31, 2019
GI-COPT DC Partnership LLC	7/21/2016	50%	6	$	37,275	$	37,816
BREIT COPT DC JV LLC	6/20/2019	10%	9	13,945		14,133
			15	$	51,220	$	51,949

(1) Included in the line entitled “investment in unconsolidated real estate joint ventures” on our consolidated balance sheets.

7. Investing Receivables

Investing receivables consisted of the following (in thousands):



	March 31, 2020			December 31, 2019
Notes receivable from the City of Huntsville	$	60,699		$	59,427
Other investing loans receivable	14,096			14,096
Amortized cost basis	74,795			73,523
Allowance for credit losses	(3,598		)	—
Investing receivables, net	$	71,197		$	73,523

The balances above include accrued interest receivable, net of allowance for credit losses, of $433,000 as of March 31, 2020 and $4.7 million as of December 31, 2019.

Our notes receivable from the City of Huntsville funded infrastructure costs in connection with our LW Redstone Company, LLC joint venture (see Note 6) and carry an interest rate of 9.95%. Our other investing loans receivable carry an interest rate of 8.0%.

The fair value of these receivables was approximately $75 million as of March 31, 2020 and $74 million as of December 31, 2019.

8. Prepaid Expenses and Other Assets, Net

Prepaid expenses and other assets, net consisted of the following (in thousands):



	March 31, 2020		December 31, 2019
Lease incentives, net	$	29,026	$	28,433
Prepaid expenses	12,482		18,835
Furniture, fixtures and equipment, net	7,620		7,823
Construction contract costs in excess of billings, net	7,463		17,223
Non-real estate equity investments	6,714		6,705
Restricted cash	3,826		3,397
Deferred financing costs, net (1)	3,351		3,633
Deferred tax asset, net (2)	2,279		2,328
Other assets	5,375		4,639
Total for COPLP and subsidiaries	78,136		93,016
Marketable securities in deferred compensation plan	2,279		3,060
Total for COPT and subsidiaries	$	80,415	$	96,076

(1) Represents deferred costs, net of accumulated amortization, attributable to our Revolving Credit Facility and interest rate derivatives.

(2) Includes a valuation allowance of $480,000 as of March 31, 2020 and December 31, 2019.

9. Debt, Net

Our debt consisted of the following (dollars in thousands):



	Carrying Value (1) as of
	March 31, 2020		December 31, 2019		March 31, 2020
	March 31, 2020		December 31, 2019		Stated Interest Rates	Scheduled Maturity
Mortgage and Other Secured Debt:
Fixed rate mortgage debt (2)	$	142,581	$	143,430	3.82% - 4.62% (3)	2023-2026
Variable rate secured debt (4)	100,003		68,055		LIBOR + 1.45% to 2.35% (5)	2020-2026
Total mortgage and other secured debt	242,584		211,485
Revolving Credit Facility (6)	242,000		177,000		LIBOR + 0.775% to 1.45% (7)	March 2023 (6)
Term Loan Facility (8)	397,863		248,706		LIBOR + 1.00% to 1.65% (9)	2022
Unsecured Senior Notes
3.60%, $350,000 aggregate principal	348,544		348,431		3.60% (10)	May 2023
5.25%, $250,000 aggregate principal	247,785		247,652		5.25% (11)	February 2024
3.70%, $300,000 aggregate principal	299,454		299,324		3.70% (12)	June 2021
5.00%, $300,000 aggregate principal	297,605		297,503		5.00% (13)	July 2025
Unsecured note payable	1,004		1,038		0% (14)	May 2026
Total debt, net	$	2,076,839	$	1,831,139


(1)	The carrying values of our debt other than the Revolving Credit Facility reflect net deferred financing costs of $6.6 million as of March 31, 2020 and $5.8 million as of December 31, 2019.


(2)	Certain of the fixed rate mortgages carry interest rates that, upon assumption, were above or below market rates 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 $202,000 as of March 31, 2020 and $217,000 as of December 31, 2019.


(3)	The weighted average interest rate on our fixed rate mortgage debt was 4.16% as of March 31, 2020.


(4)	Includes a construction loan with $55.9 million in remaining borrowing capacity as of March 31, 2020.


(5)	The weighted average interest rate on our variable rate secured debt was 3.77% as of March 31, 2020.

(6)

The facility matures in March 2023, with the ability for us to further extend such maturity 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 under the facility for each extension period. In connection with this facility, we also have the ability to borrow up to $500.0 million under new term loans from the facility’s lender group provided that there is no default under the facility and subject to the approval of the lenders.


(7)	The weighted average interest rate on the Revolving Credit Facility was 1.74% as of March 31, 2020.

(8) On March 6, 2020, we amended this loan facility to increase the loan amount by $150.0 million and change the interest terms.


(9)	The interest rate on this loan was 2.37% as of March 31, 2020.


(10)	The carrying value of these notes reflects an unamortized discount totaling $1.0 million as of March 31, 2020 and $1.1 million as of December 31, 2019. The effective interest rate under the notes, including amortization of the issuance costs, was 3.70%.


(11)	The carrying value of these notes reflects an unamortized discount totaling $2.0 million as of March 31, 2020 and $2.1 million as of December 31, 2019. The effective interest rate under the notes, including amortization of the issuance costs, was 5.49%.


(12)	The carrying value of these notes reflects an unamortized discount totaling $429,000 as of March 31, 2020 and $534,000 as of December 31, 2019. The effective interest rate under the notes, including amortization of the issuance costs, was 3.85%.

(13) The carrying value of these notes reflects an unamortized discount totaling $2.0 million as of March 31, 2020 and $2.1 million as of December 31, 2019. The effective interest rate under the notes, including amortization of the issuance costs, was 5.15%.


(14)	This note carries an interest rate that, upon assumption, was below market rates and it therefore was recorded at its fair value based on applicable effective interest rates. The carrying value of this note reflects an unamortized discount totaling $207,000 as of March 31, 2020 and $223,000 as of December 31, 2019.

All debt is owed by COPLP. While COPT is not directly obligated by any debt, it has guaranteed COPLP’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 March 31, 2020, we were compliant with these financial covenants.

We capitalized interest costs of $3.4 million in the three months ended March 31, 2020 and $2.0 million in the three months ended March 31, 2019.

The following table sets forth information pertaining to the fair value of our debt (in thousands):



	March 31, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Fixed-rate debt
Unsecured Senior Notes	$	1,193,388	$	1,223,259	$	1,192,910	$	1,227,441
Other fixed-rate debt	143,585		142,201		144,468		149,907
Variable-rate debt	739,866		747,039		493,761		495,962
	$	2,076,839	$	2,112,499	$	1,831,139	$	1,873,310

10. Interest Rate Derivatives

The following table sets forth the key terms and fair values of our interest rate swap derivatives, each of which was designated as a cash flow hedge of interest rate risk (dollars in thousands):



							Fair Value at
Notional Amount			Fixed Rate	Floating Rate Index	Effective Date	Expiration Date	March 31, 2020			December 31, 2019
$	12,336	(1)	1.390%	One-Month LIBOR	10/13/2015	10/1/2020	$	(57	)	$	23
100,000			1.901%	One-Month LIBOR	9/1/2016	12/1/2022	(4,297		)	(1,028		)
100,000			1.905%	One-Month LIBOR	9/1/2016	12/1/2022	(4,307		)	(1,037		)
50,000			1.908%	One-Month LIBOR	9/1/2016	12/1/2022	(2,157		)	(524		)
11,200		(2)	1.678%	One-Month LIBOR	8/1/2019	8/1/2026	(778		)	(20		)
150,000			0.498%	One-Month LIBOR	4/1/2020	12/31/2020	(125		)	—
23,000		(3)	0.573%	One-Month LIBOR	4/1/2020	3/26/2025	(174		)	—
75,000			3.176%	Three-Month LIBOR	6/30/2020	6/30/2030	(18,132		)	(8,640		)
75,000			3.192%	Three-Month LIBOR	6/30/2020	6/30/2030	(18,249		)	(8,749		)
75,000			2.744%	Three-Month LIBOR	6/30/2020	6/30/2030	(14,956		)	(5,684		)
							$	(63,232	)	$	(25,659	)


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


(2)	The notional amount of this instrument is scheduled to amortize to $10.0 million.


(3)	The notional amount of this instrument is scheduled to amortize to $22.1 million.

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	March 31, 2020			December 31, 2019
Interest rate swaps designated as cash flow hedges	Prepaid expenses and other assets, net	$	—		$	23
Interest rate swaps designated as cash flow hedges	Interest rate derivatives (liabilities)	$	(63,232	)	$	(25,682	)

The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands):



	Amount of Loss Recognized in AOCL on Derivatives						Amount of (Loss) Gain Reclassified from AOCL into Interest Expense on Statement of Operations
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
Derivatives in Hedging Relationships	2020			2019			2020			2019
Interest rate derivatives	$	(37,705	)	$	(8,845	)	$	(131	)	$	570

Based on the fair value of our derivatives as of March 31, 2020, we estimate that approximately $6.0 million of losses will be reclassified from accumulated other comprehensive loss (“AOCL”) as an increase to interest expense over the next 12 months.

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. 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 March 31, 2020, we were not in default with any of these provisions. As of March 31, 2020, the fair value of interest rate derivatives in a liability position related to these agreements was $63.4 million, excluding the effects of accrued interest and credit valuation adjustments. As of March 31, 2020, we had not posted any collateral related to these agreements. If we breach any of these provisions, we could be required to settle our obligations under the agreements at their termination value, which was $63.5 million as of March 31, 2020.

11. Redeemable Noncontrolling Interests

Our partners in two real estate joint ventures, LW Redstone Company, LLC and Stevens Investors, LLC, 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 sheets. The table below sets forth the activity for these redeemable noncontrolling interests (in thousands):



	For the Three Months Ended March 31,
	2020			2019
Beginning balance	$	29,431		$	26,260
Distributions to noncontrolling interests	(11,578		)	(349		)
Net income attributable to noncontrolling interests	958			675
Adjustment to arrive at fair value of interests	4,101			799
Ending balance	$	22,912		$	27,385

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, occupancy projections and estimated operating and development expenditures.

12. Equity

Common Shares/Units

As of March 31, 2020, COPT had remaining capacity under its at-the-market stock offering program equal to an aggregate gross sales price of $300 million in common share sales.

During the three months ended March 31, 2020, certain COPLP limited partners converted 12,009 common units in COPLP for an equal number of common shares in COPT.

We declared dividends per COPT common share and distributions per COPLP common unit of $0.275 in the three months ended March 31, 2020 and 2019.

See Note 15 for disclosure of COPT common share and COPLP common unit activity pertaining to our share-based compensation plans.

13. Information by Business Segment

We have the following reportable segments: Defense/IT Locations; Regional Office; Wholesale Data Center; and Other. We also report on Defense/IT Locations sub-segments, which include the following: Fort George G. Meade and the Baltimore/Washington Corridor (“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).

We measure the performance of our segments through the measure we define as net operating income from real estate operations (“NOI from real estate operations”), which includes: real estate revenues and property operating expenses; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate joint ventures (“UJVs”) that is allocable to COPT’s ownership interest (“UJV NOI allocable to COPT”). Amounts reported for segment assets represent long-lived assets associated with consolidated operating properties (including the carrying value of properties, right-of-use assets, net of related lease liabilities, intangible assets, deferred leasing costs, deferred rents receivable and lease incentives) and the carrying value of investments in UJVs owning operating properties. Amounts reported as additions to long-lived assets represent additions to existing consolidated operating properties, excluding transfers from non-operating properties, which we report separately.

The table below reports segment financial information for our reportable segments (in thousands):



	Operating 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			Wholesale Data Center			Other			Total
Three Months Ended March 31, 2020
Revenues from real estate operations	$	64,438		$	13,678		$	12,076		$	8,341		$	4,676		$	5,577		$	108,786		$	15,460		$	7,172		$	698		$	132,116
Property operating expenses	(21,222		)	(5,185		)	(6,795		)	(3,285		)	(1,847		)	(657		)	(38,991		)	(7,537		)	(3,233		)	(238		)	(49,999		)
UJV NOI allocable to COPT	—			—			—			—			—			1,713			1,713			—			—			—			1,713
NOI from real estate operations	$	43,216		$	8,493		$	5,281		$	5,056		$	2,829		$	6,633		$	71,508		$	7,923		$	3,939		$	460		$	83,830
Additions to long-lived assets	$	7,675		$	2,691		$	—		$	1,758		$	170		$	—		$	12,294		$	3,357		$	878		$	65		$	16,594
Transfers from non-operating properties	$	538		$	256		$	15		$	—		$	1,136		$	56,232		$	58,177		$	—		$	—		$	—		$	58,177
Segment assets at March 31, 2020	$	1,275,601		$	395,108		$	145,363		$	183,054		$	138,797		$	334,102		$	2,472,025		$	390,352		$	200,891		$	3,677		$	3,066,945
Three Months Ended March 31, 2019
Revenues from real estate operations	$	62,683		$	14,831		$	11,561		$	8,155		$	3,939		$	7,354		$	108,523		$	14,833		$	7,871		$	763		$	131,990
Property operating expenses	(22,335		)	(5,292		)	(5,959		)	(3,404		)	(1,539		)	(353		)	(38,882		)	(7,416		)	(2,838		)	(309		)	(49,445		)
UJV NOI allocable to COPT	—			—			—			—			—			1,219			1,219			—			—			—			1,219
NOI from real estate operations	$	40,348		$	9,539		$	5,602		$	4,751		$	2,400		$	8,220		$	70,860		$	7,417		$	5,033		$	454		$	83,764
Additions to long-lived assets	$	3,935		$	1,447		$	—		$	5,017		$	300		$	—		$	10,699		$	3,989		$	156		$	10		$	14,854
Transfers from non-operating properties	$	5,040		$	4,509		$	6,503		$	—		$	3,635		$	19,788		$	39,475		$	—		$	—		$	—		$	39,475
Segment assets at March 31, 2019	$	1,279,983		$	400,741		$	145,697		$	189,192		$	110,195		$	370,447		$	2,496,255		$	394,001		$	213,993		$	3,904		$	3,108,153

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 March 31,
	2020		2019
Segment revenues from real estate operations	$	132,116	$	131,990
Construction contract and other service revenues	13,681		16,950
Total revenues	$	145,797	$	148,940

The following table reconciles UJV NOI allocable to COPT to equity in income of unconsolidated entities as reported on our consolidated statements of operations (in thousands):



	For the Three Months Ended March 31,
	2020			2019
UJV NOI allocable to COPT	$	1,713		$	1,219
Less: Income from UJV allocable to COPT attributable to depreciation and amortization expense and interest expense	(1,270		)	(827		)
Add: Equity in loss of unconsolidated non-real estate entities	(2		)	(1		)
Equity in income of unconsolidated entities	$	441		$	391

As previously discussed, we provide real estate services such as property management, development and construction 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 March 31,
	2020			2019
Construction contract and other service revenues	$	13,681		$	16,950
Construction contract and other service expenses	(13,121		)	(16,326		)
NOI from service operations	$	560		$	624

The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to net income as reported on our consolidated statements of operations (in thousands):



	For the Three Months Ended March 31,
	2020			2019
NOI from real estate operations	$	83,830		$	83,764
NOI from service operations	560			624
Interest and other income	1,205			2,286
Credit loss expense	(689		)	—
Gain on sales of real estate	5			—
Equity in income of unconsolidated entities	441			391
Income tax expense	(49		)	(194		)
Depreciation and other amortization associated with real estate operations	(32,596		)	(34,796		)
General, administrative and leasing expenses	(7,486		)	(8,751		)
Business development expenses and land carry costs	(1,118		)	(1,113		)
Interest expense	(16,840		)	(18,674		)
Less: UJV NOI allocable to COPT included in equity in income of unconsolidated entities	(1,713		)	(1,219		)
Net income	$	25,550		$	22,318

The following table reconciles our segment assets to the consolidated total assets of COPT and subsidiaries (in thousands):



	March 31, 2020		March 31, 2019
Segment assets	$	3,066,945	$	3,108,153
Operating properties lease liabilities included in segment assets	17,365		16,342
Non-operating property assets	658,978		485,911
Other assets	311,169		165,453
Total COPT consolidated assets	$	4,054,457	$	3,775,859

The accounting policies of the segments are the same as those used to prepare our consolidated financial statements. In the segment reporting presented above, we did not allocate interest expense, depreciation and amortization, gain on sales of real estate and equity in income of unconsolidated entities not included in NOI 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, credit loss expense, income taxes and noncontrolling interests because these items represent general corporate or non-operating property items not attributable to segments.

14. Construction Contract and Other Service Revenues

We disaggregate our construction contract and other service revenues by compensation arrangement and by service type as we believe it best depicts the nature, timing and uncertainty of our revenue. The table below reports construction contract and other service revenues by compensation arrangement (in thousands):



	For the Three Months Ended March 31,
	2020		2019
Construction contract revenue:
Guaranteed maximum price	$	5,044	$	12,356
Firm fixed price	5,072		2,325
Cost-plus fee	3,309		2,060
Other	256		209
	$	13,681	$	16,950

The table below reports construction contract and other service revenues by service type (in thousands):



	For the Three Months Ended March 31,
	2020		2019
Construction contract revenue:
Construction	$	12,883	$	16,489
Design	542		252
Other	256		209
	$	13,681	$	16,950

We recognized revenue of $32,000 in the three months ended March 31, 2019 from performance obligations satisfied (or partially satisfied) in previous periods.

Accounts receivable related to our construction contract services is included in accounts receivable, net on our consolidated balance sheets. The beginning and ending balances of accounts receivable related to our construction contracts were as follows (in thousands):



	For the Three Months Ended March 31,
	2020		2019
Beginning balance	$	12,378	$	6,701
Ending balance	$	10,852	$	6,569

Contract assets, which we refer to herein as construction contract costs in excess of billings, net are included in prepaid expenses and other assets, net reported on our consolidated balance sheets. The beginning and ending balances of our contract assets were as follows (in thousands):



	For the Three Months Ended March 31,
	2020		2019
Beginning balance	$	17,223	$	3,189
Ending balance	$	7,463	$	14,834

Contract liabilities are included in other liabilities reported on our consolidated balance sheets. Changes in contract liabilities were as follows (in thousands):



	For the Three Months Ended March 31,
	2020		2019
Beginning balance	$	1,184	$	568
Ending balance	$	1,417	$	1,005
Portion of beginning balance recognized in revenue during period	$	646	$	439

Revenue allocated to the remaining performance obligations under existing contracts as of March 31, 2020 that will be recognized as revenue in future periods was $74.1 million, approximately $26 million of which we expect to recognize during the remainder of 2020.

We incurred no deferred incremental costs to obtain or fulfill our construction contracts or other service revenues and had no significant credit loss expense on construction contracts receivable or unbilled construction revenue in the three months ended March 31, 2020 and 2019.

15. Share-Based Compensation

Restricted Shares

During the three months ended March 31, 2020, certain employees were granted a total of 133,335 restricted common shares with an aggregate grant date fair value of $3.4 million ($25.34 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 employee remains employed by us. During the three months ended March 31, 2020, forfeiture restrictions lapsed on 132,703 previously issued common shares; these shares had a weighted average grant date fair value of $28.13 per share, and the aggregate intrinsic value of the shares on the vesting dates was $3.4 million.

Performance Share Awards (“PSUs”)

We issued 23,181 common shares on January 13, 2020 to executives in settlement of PSUs granted in 2017, representing 53% of the target awards for those PSUs.

Profit Interest Units (“PIUs”)

For 2020, we offered our executives the opportunity to select PIUs as a form of long-term compensation in lieu of, or in combination with, other forms of share-based compensation awards (restricted shares, deferred share awards and PSUs), and our executives selected PIUs. We granted two forms of PIUs: time-based PIUs (“TB-PIUs”); and performance-based PIUs (“PB-PIUs”). TB-PIUs are subject to forfeiture restrictions until the end of the requisite service period, at which time the TB-PIUs automatically convert into vested PIUs. PB-PIUs are subject to a market condition in that the number of earned awards are determined at the end of the performance period (as described further below) and then settled in vested PIUs. Vested PIUs carry substantially the same rights to redemption and distributions as non-PIU common units.

TB-PIUs

During the three months ended March 31, 2020, our executives were granted a total of 67,081 TB-PIUs with an aggregate grant date fair value of $1.7 million ($25.34 per TB-PIU). TB-PIUs granted to executives vest in equal one-third increments over a three-year period beginning on the first anniversary of the date of grant. Prior to vesting, TB-PIUs carry substantially the same rights to distributions as non-PIU common units but carry no redemption rights. During the three months ended March 31, 2020, 20,622 TB-PIUs awarded to our former Executive Vice President and Chief Operating Officer were forfeited upon his resignation. During the three months ended March 31, 2020, forfeiture restrictions lapsed on 18,318 previously issued TB-PIUs; these TB-PIUs had a grant date fair value of $25.81 per unit, and the aggregate intrinsic value of the TB-PIUs on the vesting date was $464,000.

PB-PIUs

On January 1, 2020, we granted our executives 176,758 PB-PIUs with a three-year performance period concluding on the earlier of December 31, 2022 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 earned awards at the end of the performance period will be determined based on the percentile rank of COPT’s total shareholder return (“TSR”) relative to a peer group of companies, as set forth in the following schedule:



Percentile Rank		Earned Awards Payout %
75th or greater		100% of PB-PIUs granted
50th (target)		50% of PB-PIUs granted
25th		25% of PB-PIUs granted
Below 25th		0% of PB-PIUs 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 awards will be interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. If COPT’s TSR during the measurement period is negative, the maximum number of earned awards will be limited to the target level payout percentage. During the performance period, PB-PIUs carry rights to distributions equal to 10% of the distribution rights of non-PIU common units but carry no redemption rights.

At the end of the performance period, we will settle the award by issuing vested PIUs equal to the number of earned awards in settlement of the award plan and paying cash equal to the excess, if any, of: the aggregate distributions that would have been paid with respect to vested PIUs issued in settlement of the earned awards through the date of settlement had such vested PIUs been issued on the grant date; over the aggregate distributions made on the PB-PIUs during the performance period. If a performance period ends due to a sale event or qualified termination, the number of earned awards 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 PB-PIUs are forfeited.

These PB-PIU grants had an aggregate grant date fair value of $2.9 million ($16.36 per PB-PIU) which is being recognized over the performance period. The grant date fair value was computed using a Monte Carlo model that included the following assumptions: baseline common share value of $29.38; expected volatility for common shares of 18.0%; and a risk-free interest rate of 1.65%.

During the three months ended March 31, 2020, 73,184 PB-PIUs awarded to our former Executive Vice President and Chief Operating Officer were forfeited upon his resignation.

16. 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:

•

the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to COPT’s forward equity sale agreements, redeemable noncontrolling interests and our 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 add 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 March 31,
	2020			2019
Numerator:
Net income attributable to COPT	$	24,054		$	20,859
Income attributable to share-based compensation awards	(105		)	(86		)
Numerator for basic EPS on net income attributable to COPT common shareholders	23,949			20,773
Income attributable to share-based compensation awards	8			—
Numerator for diluted EPS on net income attributable to COPT common shareholders	$	23,957		$	20,773
Denominator (all weighted averages):
Denominator for basic EPS (common shares)	111,724			109,951
Dilutive effect of share-based compensation awards	239			267
Denominator for diluted EPS (common shares)	111,963			110,218
Basic EPS	$	0.21		$	0.19
Diluted EPS	$	0.21		$	0.19

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 March 31,
	2020	2019
Conversion of common units	1,226	1,331
Conversion of redeemable noncontrolling interests	1,011	1,013
Conversion of Series I preferred units	176	176

The following securities were also excluded from the computation of diluted EPS because their effect was antidilutive:


•	weighted average shares related to COPT’s forward equity sale agreements for the three months ended March 31, 2019 of 1.5 million;


•	weighted average restricted shares and deferred share awards for the three months ended March 31, 2020 and 2019 of 440,000 and 463,000, respectively;


•	weighted average options for the three months ended March 31, 2019 of 30,000; and


•	weighted average unvested TB-PIUs for the three months ended March 31, 2020 and 2019 of 75,000 and 19,000, respectively.

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 COPT’s forward equity sale agreements, redeemable noncontrolling interests and our 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 add 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 March 31,
	2020			2019
Numerator:
Net income attributable to COPLP	$	24,418		$	21,281
Preferred unit distributions	(77		)	(165		)
Income attributable to share-based compensation awards	(121		)	(93		)
Numerator for basic and diluted EPU on net income attributable to COPLP common unitholders	$	24,220		$	21,023
Denominator (all weighted averages):
Denominator for basic EPU (common units)	112,950			111,282
Dilutive effect of share-based compensation awards	239			267
Denominator for diluted EPU (common units)	113,189			111,549
Basic EPU	$	0.21		$	0.19
Diluted EPU	$	0.21		$	0.19

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 Shares Excluded from Denominator
	For the Three Months Ended March 31,
	2020	2019
Conversion of redeemable noncontrolling interests	1,011	1,013
Conversion of Series I preferred units	176	176

The following securities were also excluded from the computation of diluted EPU because their effect was antidilutive:


•	weighted average shares related to COPT’s forward equity sale agreements for the three months ended March 31, 2019 of 1.5 million;


•	weighted average restricted units and deferred share awards for the three months ended March 31, 2020 and 2019 of 440,000 and 463,000, respectively;


•	weighted average options for the three months ended March 31, 2019 of 30,000; and


•	weighted average unvested TB-PIUs for the three months ended March 31, 2020 and 2019 of 75,000 and 19,000, respectively.

17. Commitments and Contingencies

Litigation and Claims

In the normal course of business, we are subject to legal actions and other claims. We record losses for specific legal proceedings and claims when we determine that a loss is probable and the amount of loss can be reasonably estimated. As of March 31, 2020, management believes that it is reasonably possible that we could recognize a loss of up to $3.1 million for certain municipal tax claims. While we do not believe this loss would materially affect our financial position or liquidity, it could be material to our results of operations. Management believes that it is also reasonably possible that we could incur losses pursuant to other such claims but do not believe such losses would materially affect our financial position, liquidity or results of operations. 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.

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 limited to $19 million in the aggregate. We have insurance coverage in place to mitigate much of any potential future losses that may result from these indemnification agreements.

Tax Incremental Financing Obligation

Anne Arundel County, Maryland issued tax incremental financing bonds to third-party investors in order to finance public improvements needed in connection with our project known as the National Business Park. These bonds had a remaining principal balance of approximately $34 million as of March 31, 2020. The real estate taxes on increases in assessed values post-bond issuance of properties in development districts encompassing the National Business Park are transferred to a special fund pledged to the repayment of the bonds. While we are obligated to fund, through a special tax, any future shortfalls between debt service of the bonds and real estate taxes available to repay the bonds, as of March 31, 2020, we do not expect any such future fundings will be significant.

Effects of COVID-19

a significant scale in the future. The COVID-19 outbreak has prompted governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The outbreak has significantly disrupted economic markets worldwide, as well as in the United States at a national, regional and local level, and created significant volatility in financial markets. Furthermore, conditions could potentially continue to deteriorate as a result of the pandemic.

COVID-19 and measures instituted to prevent spread, may adversely affect us in many ways, including by disrupting:


•	our tenants’ operations, which could adversely affect their ability, or willingness, to sustain their businesses and/or fulfill their lease obligations;


•	our ability to maintain occupancy in our properties and obtain new leases for unoccupied and new development space at favorable terms or at all;

•

access to debt and equity capital on attractive terms or at all. Severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our or our tenants’ ability to access capital necessary to fund operations, refinance debt or fund planned investments on a timely basis, and may adversely affect the valuation of financial assets and liabilities;


•	the supply of products or services from our and our tenants’ vendors that are needed for us and our tenants to operate effectively; and


•	our and our tenants’ ability to continue or complete planned development, including the potential for delays in the supply of materials or labor necessary for development.

The extent of COVID-19’s effect on our operational and financial performance is dependent on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict. Due to the speed with which the effects of COVID-19 have developed, we are unable at this time to estimate the magnitude of the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

During the three months ended March 31, 2020, we:


•	finished the period with our office and data center shell portfolio 93.7% occupied and 94.9% leased;


•	placed into service 230,000 square feet in one newly-developed data center shell property that was 100.0% leased as of March 31, 2020; and


•	amended an existing term loan facility to increase the loan amount by $150.0 million and reduce the LIBOR interest rate spread on the facility. We used the resulting loan proceeds to repay borrowings under our Revolving Credit Facility that funded development costs.

In addition, effective March 16, 2020, Paul R. Adkins resigned from his position as Executive Vice President and Chief Operating Officer. We commenced a search for candidates to replace Mr. Adkins and, in the interim, have senior level employees handling his responsibilities.

We refer to the measure “annualized rental revenue” in various sections of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Quarterly Report on Form 10-Q. Annualized rental revenue is a measure that we use to evaluate the source of our rental revenue as of a point in time. It is computed by multiplying by 12 the sum of monthly contractual base rents and estimated monthly expense reimbursements under active leases as of a point in time (ignoring free rent then in effect). Our computation of annualized rental revenue excludes the effect of lease incentives, although the effect of this exclusion is not material. We consider annualized rental revenue to be a useful measure for analyzing revenue sources because, since it is point-in-time based, it does not contain increases and decreases in revenue associated with periods in which lease terms were not in effect; historical revenue under generally accepted accounting principles in the United States of America (“GAAP”) does contain such fluctuations. We find the measure particularly useful for leasing, tenant, segment and industry analysis.

With regard to our operating portfolio square footage, occupancy and leasing statistics included below and elsewhere in this Quarterly Report on Form 10-Q, amounts disclosed include information pertaining to properties owned through unconsolidated real estate joint ventures except for amounts reported for annualized rental revenue, which represent the portion attributable to our ownership interest.

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 Reform 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;


•	risks associated with uncertainties regarding the impact of the COVID-19 pandemic on our business and national, regional and local economic conditions;


•	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 reduced or delayed demand for additional space by our strategic customers;


•	our ability to borrow on favorable terms;


•	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;


•	possible adverse changes in tax laws;


•	the dilutive effects of issuing additional common shares;


•	our ability to achieve projected results;


•	security breaches relating to cyber attacks, cyber intrusions or other factors; and


•	environmental requirements.

We undertake no obligation to publicly update or supplement forward-looking statements.

Effects of COVID-19

Since first being declared a pandemic by the World Health Organization in early March 2020, the coronavirus, or COVID-19, has spread worldwide and throughout the United States. As of the date of this filing, there continued to be significant uncertainty regarding the duration of COVID-19’s spread, and the potential, once its spread subsides, for the virus to reoccur on a significant scale in the future. The COVID-19 outbreak has prompted governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations, such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The outbreak has significantly disrupted economic markets worldwide, as well as in the United States at a national, regional and local level, and created significant volatility in financial markets. Furthermore, conditions could potentially continue to deteriorate as a result of the pandemic.

COVID-19 has significantly affected the operations of much of the commercial real estate industry as tenants’ operations, including the ability to use space and run businesses, has been disrupted, which has adversely affected their ability to sustain their businesses, as well as their ability, or willingness, to fulfill their lease obligations. The industry has also been significantly impacted by the economic disruption that COVID-19 has triggered, which has adversely impacted the ability to lease space in most property types to new and existing tenants at favorable terms. As result, the commercial real estate industry is facing enhanced risk for adverse impacts in its operations, financial conditions and cash flows from COVID-19.

Our office and data center shell portfolio is significantly concentrated in Defense/IT Locations, representing 162 of the portfolio’s 171 properties, or 87.7%, of our annualized rental revenue as of March 31, 2020. These properties are primarily occupied by the USG and contractor tenants engaged in what we believe are high-priority security, defense and IT missions. As a result, most of these properties are designated as “essential businesses,” and are therefore exempt from many of the restrictions that have otherwise affected much of the commercial real estate industry. Furthermore, since the tenants in these properties are mostly the USG, or contractors of the USG who will continue to be compensated by the USG for their services, we believe that their ability, and willingness, to fulfill their lease obligations will not be significantly disrupted. Our Defense/IT Locations do include several tenants serving as amenities to business parks housing our properties (such as restaurant, retail and personal service providers); while these tenants’ operations have been significantly disrupted by COVID-19, our annualized rental revenue from these tenants is not significant.

As of March 31, 2020, we owned seven Regional Office properties, representing 11.8% of our office and data center shell portfolio’s annualized rental revenue; these properties were comprised of: three high-rise Baltimore City properties proximate to the city’s waterfront; and four Northern Virginia properties. While these properties include tenants in the financial services, health care and public health sectors, which, as “essential businesses,” are exempt from restrictions on operations, they also include a number of non essential business tenants. These properties are more subject to traditional office fundamentals than our Defense/IT Locations and therefore face much of the enhanced risk in adverse impacts from COVID-19 described above.

In terms of the effect of COVID-19 on our results of operations for the three months ended March 31, 2020, we:

•

concluded that the economic disruption resulting from COVID-19 constituted a significant adverse change in the business climate that could affect the value of our Regional Office properties, which are dependent on commercial office tenants and could suffer increased vacancy as a result. Accordingly, we concluded that these circumstances constituted an indicator of impairment. We performed recovery analyses for each Regional Office property’s asset group and concluded that the carrying values of each asset group was recoverable from its respective estimated undiscounted future cash flows. As a result, no impairment loss was recognized; and


•	maintained operational service level at our properties, with our property-level building technicians and maintenance employees working on site (with personal protective equipment, social distancing and more frequent cleaning), while most of our corporate headquarters-based employees worked from home.

While we do not currently expect that COVID-19 will significantly affect our results of operations, we believe that the effect will ultimately be dependent on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict. Nevertheless, we believe at this time that there is more inherent risk associated with the operations of our Regional Office properties than our Defense/IT Locations.

We believe that COVID-19 has delayed our ability to complete several leases that we previously thought were on track for completion by March 31, 2020. The inability for us to physically show space to prospective tenants due to COVID-19 related restrictions also serves as an impediment to initiate new leasing activity. Overall, we believe that COVID-19 could: impede our ability to complete leasing for our Defense/IT Locations at the pace that we were previously expecting, though we still expect such leasing to advance; and potentially create more significant challenges for leasing space in our Regional Office properties.

For our development activity, the 13 properties that were under development as of March 31, 2020 face minimal operational risk as they were 78% leased as of April 30, 2020. However, COVID-19 does enhance the risk of us being able to stay on pace to complete development and begin operations on schedule due to the potential for delays from: factories’ ability to provide materials; possible labor quarantines; and jurisdictional permitting and inspections. These types of issues have not significantly affected us to date but could in the future, depending on future COVID-19 related developments.

COVID-19’s effects on economic and financial markets could impede our ability, or willingness based on terms available, to obtain unsecured, fixed rate debt or raise equity through issuances of COPT common shares. Due to the potential for further financial market instability, we borrowed under our Revolving Credit Facility in late March of 2020 in order to pre-fund our short-term capital needs. While we expect to spend approximately $220 million on development costs and approximately $70 million on improvements and leasing costs for operating properties during the remainder of 2020, as of March 31, 2020, we had $159 million in cash and cash equivalents on hand, $558.0 million in available borrowing capacity under our Revolving Credit Facility and minimal debt maturities for the remainder of 2020. In addition, we believe that we have the ability to raise equity by selling interests in data center shells through joint ventures.

Occupancy and Leasing

Office and Data Center Shell Portfolio

The tables below set forth occupancy information pertaining to our portfolio of office and data center shell properties:



	March 31, 2020			December 31, 2019
Occupancy rates at period end
Total	93.7		%	92.9		%
Defense/IT Locations:
Fort Meade/BW Corridor	92.4		%	92.4		%
Northern Virginia Defense/IT	85.5		%	82.4		%
Lackland Air Force Base	100.0		%	100.0		%
Navy Support Locations	94.0		%	92.5		%
Redstone Arsenal	99.7		%	99.3		%
Data Center Shells	100.0		%	100.0		%
Total Defense/IT Locations	94.2		%	93.7		%
Regional Office	91.4		%	88.1		%
Other	64.6		%	73.0		%
Average contractual annual rental rate per square foot at period end (1)	$	31.42		$	31.28


(1)	Includes estimated expense reimbursements.



	Rentable Square Feet		Occupied Square Feet
	(in thousands)
December 31, 2019	19,173		17,816
Vacated upon lease expiration (1)	—		(62	)
Occupancy for new leases (2)	—		180
Developed or redeveloped	230		230
Other changes	(25	)	(3	)
March 31, 2020	19,378		18,161


(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 three months ended March 31, 2020, we completed 631,000 square feet of leasing, including: renewed leases on 488,000 square feet, representing 89.0% of the square footage of our lease expirations (including the effect of early renewals); and 143,000 square feet of vacant space.

Wholesale Data Center

As of March 31, 2020 and December 31, 2019, 14.8 megawatts, or 76.9%, of the 19.25 megawatts in our wholesale data center were leased. While 1.2 megawatts in known tenant downsizing are expected to occur by July 2020, in April 2020, we leased 3.1 megawatts scheduled to commence in phases from April through November 2020. We are negotiating the renewal of a lease for 11.25 megawatts that is scheduled to expire in August 2020.

Results of Operations

We evaluate the operating performance of our properties using NOI from real estate operations, our segment performance measure, which includes: real estate revenues and property operating expenses; and the net of revenues and property operating expenses of real estate operations owned through unconsolidated real estate joint ventures (“UJVs”) that is allocable to COPT’s ownership interest (“UJV NOI allocable to COPT”). We view our NOI from real estate operations as comprising the following primary categories:


•	office and data center shell properties:


•	stably owned and 100% operational throughout the current and prior year reporting periods. We define these as changes from “Same Properties”


•	developed or redeveloped and placed into service that were not 100% operational throughout the current and prior year reporting periods; and


•	disposed; and


•	our wholesale data center.

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.

Since both of the measures discussed above exclude certain items includable in net 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. A reconciliation of NOI from real estate operations and NOI from service operations to net income reported on the consolidated statements of operations of COPT and subsidiaries is provided in Note 13 to our consolidated financial statements.

Comparison of Statements of Operations for the Three Months Ended March 31, 2020 and 2019



	For the Three Months Ended March 31,
	2020			2019			Variance
	(in thousands)
Revenues
Revenues from real estate operations	$	132,116		$	131,990		$	126
Construction contract and other service revenues	13,681			16,950			(3,269		)
Total revenues	145,797			148,940			(3,143		)
Operating expenses
Property operating expenses	49,999			49,445			554
Depreciation and amortization associated with real estate operations	32,596			34,796			(2,200		)
Construction contract and other service expenses	13,121			16,326			(3,205		)
General, administrative and leasing expenses	7,486			8,751			(1,265		)
Business development expenses and land carry costs	1,118			1,113			5
Total operating expenses	104,320			110,431			(6,111		)
Interest expense	(16,840		)	(18,674		)	1,834
Interest and other income	1,205			2,286			(1,081		)
Credit loss expense	(689		)	—			(689		)
Gain on sales of real estate	5			—			5
Equity in income of unconsolidated entities	441			391			50
Income tax expense	(49		)	(194		)	145
Net income	$	25,550		$	22,318		$	3,232

NOI from Real Estate Operations



	For the Three Months Ended March 31,
	2020			2019			Variance
	(Dollars in thousands, except per square foot data)
Revenues
Same Properties revenues
Lease revenue, excluding lease termination revenue	$	118,259		$	116,390		$	1,869
Lease termination revenue	85			521			(436		)
Other property revenue	1,044			1,042			2
Same Properties total revenues	119,388			117,953			1,435
Developed and redeveloped properties placed in service	5,552			902			4,650
Wholesale data center	7,172			7,871			(699		)
Dispositions	—			4,375			(4,375		)
Other	4			889			(885		)
	132,116			131,990			126
Property operating expenses
Same Properties	(45,645		)	(46,165		)	520
Developed and redeveloped properties placed in service	(1,115		)	(314		)	(801		)
Wholesale data center	(3,233		)	(2,838		)	(395		)
Dispositions	—			(138		)	138
Other	(6		)	10			(16		)
	(49,999		)	(49,445		)	(554		)

UJV NOI allocable to COPT
Same Properties	1,207			1,219			(12		)
Retained interests in UJV formed in 2019	506			—			506
	1,713			1,219			494

NOI from real estate operations
Same Properties	74,950			73,007			1,943
Developed and redeveloped properties placed in service	4,437			588			3,849
Wholesale data center	3,939			5,033			(1,094		)
Dispositions, net of retained interests in UJV formed in 2019	506			4,237			(3,731		)
Other	(2		)	899			(901		)
	$	83,830		$	83,764		$	66

Same Properties NOI from real estate operations by segment
Defense/IT Locations	$	66,566		$	65,179		$	1,387
Regional Office	7,923			7,417			506
Other	461			411			50
	$	74,950		$	73,007		$	1,943

Same Properties rent statistics
Average occupancy rate	92.3		%	91.6		%	0.7		%
Average straight-line rent per occupied square foot (1)	$	6.54		$	6.55		$	(0.01	)


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

Our Same Properties pool consisted of 152 properties, comprising 85.5% of our office and data center shell portfolio’s square footage as of March 31, 2020. This pool of properties changed from the pool used for purposes of comparing 2019 and 2018 in our 2019 Annual Report on Form 10-K due to the addition of five properties placed in service and 100% operational on or before January 1, 2019.

Our NOI from developed and redeveloped properties placed in service included 10 properties placed in service in 2019 and 2020, while our dispositions included our decrease in ownership in 2019 of nine data center shells.

NOI from Service Operations



	For the Three Months Ended March 31,
	2020			2019			Variance
	(in thousands)
Construction contract and other service revenues	$	13,681		$	16,950		$	(3,269	)
Construction contract and other service expenses	(13,121		)	(16,326		)	3,205
NOI from service operations	$	560		$	624		$	(64	)

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 an insignificant amount of net income relative to our real estate operations.

Interest Expense

Interest expense decreased due primarily to increased capitalized interest resulting from a higher volume of active development projects.

Funds from Operations

Funds from operations (“FFO”) is defined as net income computed using GAAP, excluding gains on sales and impairment losses of real estate (net of associated income tax) and real estate-related depreciation and amortization. FFO also includes adjustments to net income for the effects of the items noted above pertaining to UJVs that were allocable to our ownership interest in the UJVs. 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 on sales and impairment losses of real estate (net of associated income tax), and 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 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 share-based compensation awards. 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.

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; 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, interest expense and gains on debt extinguishment; loss on interest rate derivatives; demolition costs on redevelopment and nonrecurring improvements; executive transition costs; issuance costs associated with redeemed preferred shares; allocations of FFO to holders of noncontrolling interests resulting from capital events; and certain other expenses that we believe are not closely correlated with our operating performance. This measure also includes adjustments for the effects of the items noted above pertaining to UJVs that were allocable to our ownership interest in the UJVs. 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. 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.

The table below sets forth the computation of the above stated measures for the three months ended March 31, 2020 and 2019, and provides reconciliations to the GAAP measures of COPT and subsidiaries associated with such measures:



	For the Three Months Ended March 31,
	2020			2019
	(Dollars and shares in thousands, except per share data)
Net income	$	25,550		$	22,318
Real estate-related depreciation and amortization	32,596			34,796
Depreciation and amortization on UJV allocable to COPT	818			566
Gain on sales of real estate	(5		)	—
FFO	58,959			57,680
Noncontrolling interests-preferred units in the Operating Partnership	(77		)	(165		)
FFO allocable to other noncontrolling interests	(12,015		)	(971		)
Basic FFO allocable to share-based compensation awards	(193		)	(185		)
Basic FFO available to common share and common unit holders	46,674			56,359
Redeemable noncontrolling interests	32			381
Diluted FFO available to common share and common unit holders	46,706			56,740
Executive transition costs	—			4
Demolition costs on redevelopment and nonrecurring improvements	43			44
Dilutive preferred units in the Operating Partnership	77			—
FFO allocation to other noncontrolling interests resulting from capital event	11,090			—
Diluted FFO comparability adjustments allocable to share-based compensation awards	(50		)	—
Diluted FFO available to common share and common unit holders, as adjusted for comparability	$	57,866		$	56,788

Weighted average common shares	111,724			109,951
Conversion of weighted average common units	1,226			1,331
Weighted average common shares/units - Basic FFO per share	112,950			111,282
Dilutive effect of share-based compensation awards	239			302
Redeemable noncontrolling interests	110			1,013
Weighted average common shares/units - Diluted FFO per share	113,299			112,597
Dilutive convertible preferred units	176			—
Weighted average common shares/units - Diluted FFO per share, as adjusted for comparability	113,475			112,597

Diluted FFO per share	$	0.41		$	0.50
Diluted FFO per share, as adjusted for comparability	$	0.51		$	0.50

Denominator for diluted EPS	111,963			110,218
Weighted average common units	1,226			1,331
Redeemable noncontrolling interests	110			1,013
Anti-dilutive EPS effect of share-based compensation awards	—			35
Denominator for diluted FFO per share	113,299			112,597
Dilutive convertible preferred units	176			—
Denominator for diluted FFO per share, as adjusted for comparability	113,475			112,597

Property Additions

The table below sets forth the major components of our additions to properties for the three months ended March 31, 2020 (in thousands):



Development and redevelopment	$	95,365
Tenant improvements on operating properties (1)	9,486
Capital improvements on operating properties	2,475
	$	107,326

(1) Tenant improvement costs incurred on newly-constructed properties are classified in this table as development and redevelopment.

Cash Flows

Net cash flow from operating activities increased $7.6 million when comparing the three months ended March 31, 2020 and 2019 due primarily to an increase in cash flow received from real estate operations, which was affected by the timing of cash receipts, and an increase in cash flow associated with the timing of cash flow from third-party construction projects.

Net cash flow used in investing activities decreased $6.7 million when comparing the three months ended March 31, 2020 and 2019 due primarily to our funding of an $11.0 million investing receivable in the prior period.

Net cash flow provided by financing activities in the three months ended March 31, 2020 was $197.0 million, and included the following:


•	net proceeds from debt borrowings of $245.6 million; offset in part by


•	dividends and/or distributions to equity holders of $31.2 million.

Net cash flow provided by financing activities in the three months ended March 31, 2019 was $66.3 million, and included the following:


•	net proceeds from debt borrowings of $51.3 million; and


•	net proceeds from the issuance of common shares (or units) of $46.4 million; offset in part by


•	dividends and/or distributions to equity holders of $30.8 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 occasionally issues public equity 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 March 31, 2020, COPT owned 98.6% of the outstanding common units in COPLP; the remaining common units and all of the outstanding preferred units 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 9 of the notes to consolidated financial statements included 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.

As discussed further below, we believe that the Operating Partnership’s sources of working capital, specifically its cash flow from operations, and borrowings available under its Revolving Credit Facility, 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 to 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, development activities and acquisitions.

Liquidity and Capital Resources of COPLP

COPLP’s primary cash requirements are for operating expenses, debt service, development of new properties and improvements to existing properties. We expect COPLP to continue to use cash flow provided by operations as the primary source to meet its short-term capital needs, including property operating expenses, general and administrative expenses, interest expense, scheduled principal amortization of debt, distributions to its security holders and improvements to existing properties. As of March 31, 2020, COPLP had $159.1 million in cash and cash equivalents.

COPLP’s senior unsecured debt is currently rated investment grade by the three major rating agencies. We aim to maintain an investment grade rating to enable COPLP to use debt comprised of unsecured, primarily fixed-rate debt (including the effect of interest rate swaps) from public markets and banks. COPLP also uses secured nonrecourse debt from institutional lenders and banks for joint venture financing. In addition, COPLP periodically raises equity from COPT when COPT accesses the public equity markets by issuing common and/or preferred shares.

COPLP uses its Revolving Credit Facility to initially finance much of its investing activities. COPLP subsequently pays down the facility using cash available from operations and proceeds from long-term borrowings, equity issuances and sales of interests in properties. The lenders’ aggregate commitment under the facility is $800.0 million, with the ability for COPLP to increase the lenders’ aggregate commitment to $1.25 billion, provided that there is no default under the facility and subject to the approval of the lenders. The facility matures in March 2023, and may be extended by two six-month periods at COPLP’s option, provided that there is no default under the facility and COPLP pays an extension fee of 0.075% of the total availability under the facility for each extension period. As of March 31, 2020, the maximum borrowing capacity under this facility totaled $800.0 million, of which $558.0 million was available.

COPT has a program in place under which it may offer and sell common shares in at-the-market stock offerings having an aggregate gross sales price of up to $300 million. Under this program, COPT may also, at its discretion, sell common shares under forward equity sales agreements. The use of a forward equity sales agreement would enable us to lock in a price on a sale of common shares when the agreement is executed but defer receiving the proceeds from the sale until a later date.

We believe that COPLP’s liquidity and capital resources are adequate for its near-term and longer-term requirements without necessitating property sales. However, we may dispose of interests in properties opportunistically or when capital markets otherwise warrant.

Our contractual obligations as of March 31, 2020 included the following (in thousands):



	For the Periods Ending December 31,
	2020		2021		2022		2023		2024		Thereafter		Total
Contractual obligations (1)
Debt (2)
Balloon payments due upon maturity	$	12,132	$	300,000	$	456,162	$	655,578	$	277,649	$	367,723	$	2,069,244
Scheduled principal payments (3)	3,002		3,955		4,498		3,553		2,334		2,294		19,636
Interest on debt (3)(4)	56,607		68,503		62,560		38,021		19,243		10,190		255,124
Development and redevelopment obligations (5)(6)	141,256		18,398		501		—		—		—		160,155
Third-party construction cost obligations (6)(7)	11,231		2,309		—		—		—		—		13,540
Tenant and other building improvements (3)(6)	22,761		26,381		8,757		—		—		—		57,899
Property finance leases (principal and interest) (3)	674		14		14		—		—		—		702
Property operating leases (3)	826		1,138		1,162		1,167		1,173		100,609		106,075
Total contractual cash obligations	$	248,489	$	420,698	$	533,654	$	698,319	$	300,399	$	480,816	$	2,682,375


(1)	The contractual obligations set forth in this table exclude contracts for property operations and certain other contracts entered into in the normal course of business. Also excluded are accruals and payables incurred and interest rate derivative liabilities, which are reflected in our reported liabilities (although debt and lease liabilities are included on the table).


(2)	Represents scheduled principal amortization payments and maturities only and therefore excludes net debt discounts and deferred financing costs of $12.0 million. As of March 31, 2020, maturities included $242.0 million in 2023 that may be extended to 2024, subject to certain conditions.


(3)	We expect to pay these items using cash flow from operations.


(4)	Represents interest costs for our outstanding debt as of March 31, 2020 for the terms of such debt. For variable rate debt, the amounts reflected above used March 31, 2020 interest rates on variable rate debt in computing interest costs for the terms of such debt. We expect to pay these items using cash flow from operations.


(5)	Represents contractual obligations pertaining to new development and redevelopment activities.


(6)	Due to the long-term nature of certain development and construction 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.


(7)	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.

We expect to spend approximately $220 million on development costs and approximately $70 million on improvements and leasing costs for operating properties (including the commitments set forth in the table above) during the remainder of 2020. We expect to fund the development costs initially using primarily borrowings under our Revolving Credit Facility. We expect to fund improvements to existing operating properties using cash flow from operating activities.

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 March 31, 2020, we were compliant with these covenants.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements during the three months ended March 31, 2020.

Inflation

Most of our tenants are obligated to pay their share of a property’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 March 31, 2020 our debt obligations and weighted average interest rates on debt maturing each year (dollars in thousands):



	For the Periods Ending December 31,
	2020			2021			2022			2023			2024			Thereafter			Total
Debt:
Fixed rate debt (1)	$	2,799		$	303,875		$	4,033		$	416,590		$	279,443		$	337,442		$	1,344,182
Weighted average interest rate	3.96		%	3.70		%	3.98		%	3.70		%	5.16		%	4.87		%	4.30		%
Variable rate debt (2)	$	12,336		$	80		$	456,627		$	242,540		$	540		$	32,575		$	744,698
Weighted average interest rate (3)	3.43		%	3.03		%	2.57		%	1.75		%	3.46		%	3.55		%	2.36		%


(1)	Represents principal maturities only and therefore excludes net discounts and deferred financing costs of $12.0 million.


(2)	As of March 31, 2020, maturities included $242.0 million in 2023 that may be extended to 2024, subject to certain conditions.


(3)	The amounts reflected above used interest rates as of March 31, 2020 for variable rate debt.

The fair value of our debt was $2.1 billion as of March 31, 2020. If interest rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $42 million as of March 31, 2020.

See Note 10 to our consolidated financial statements for information pertaining to interest rate swap contracts in place as of March 31, 2020 and their respective fair values.

Based on our variable-rate debt balances, including the effect of interest rate swap contracts, our interest expense would have increased by $620,000 in the three months ended March 31, 2020 if the applicable LIBOR rate was 1% higher.

Item 4. Controls and Procedures

COPT

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of COPT’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that COPT’s disclosure controls and procedures as of March 31, 2020 were functioning effectively to provide reasonable assurance that the information required to be disclosed 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 its 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 COPT’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

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of COPLP’s disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of March 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that COPLP’s disclosure controls and procedures as of March 31, 2020 were functioning effectively to provide reasonable assurance that the information required to be disclosed 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 its 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 COPLP’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: OTHER INFORMATION

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

Other than as set forth below, there have been no material changes to the risks and uncertainties relating to our business and the ownership of our securities as previously set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019.

We may suffer adverse effects from the COVID-19 pandemic and measures instituted to prevent its spread. Since first being declared a pandemic by the World Health Organization in early March 2020, the coronavirus, or COVID-19, has spread worldwide and throughout the United States. As of May 8, 2020, there continued to be significant uncertainty regarding the duration of COVID-19’s spread, and the potential, once its spread subsides, for the virus to reoccur on a significant scale in the future. The COVID-19 outbreak has prompted governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The outbreak has significantly disrupted economic markets worldwide, as well as in the United States at a national, regional and local level, and created significant volatility in financial markets. Furthermore, conditions could potentially continue to deteriorate as a result of the pandemic.

COVID-19, and similar pandemics, and measures instituted to prevent spread, may adversely affect us in many ways, including by disrupting:


•	our tenants’ operations, which could adversely affect their ability, or willingness, to sustain their businesses and/or fulfill their lease obligations;


•	our ability to maintain occupancy in our properties and obtain new leases for unoccupied and new development space at favorable terms or at all;

•


•	the supply of products or services from our and our tenants’ vendors that are needed for us and our tenants to operate effectively; and


•	our and our tenants’ ability to continue or complete planned development, including the potential for delays in the supply of materials or labor necessary for development.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


(a)	During the three months ended March 31, 2020, 12,009 of COPLP’s common units were exchanged for 12,009 COPT common shares in accordance with COPLP’s Third 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.

(b) 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.

Item 6. Exhibits

(a) Exhibits:



EXHIBIT NO.		DESCRIPTION


10.1		Amended and Restated Term Loan Agreement, dated as of March 6, 2020, by and among Corporate Office Properties, L.P.; Corporate Office Properties Trust; Capital One, National Association, PNC Capital Markets LLC and Regions Capital Markets, a division of Regions Bank, PNC Bank, National Association and Regions Bank (filed herewith).

10.2		Separation Agreement and Release, dated as of March 16, 2020, by and between Corporate Office Properties, L.P. and Paul R. Adkins (filed with the Company’s Current Report on Form 8-K dated March 16, 2020 and incorporated herein by reference).

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 - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document (filed herewith).

101.SCH		Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.LAB		Inline XBRL Extension Labels Linkbase (filed herewith).

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned Registrants have duly caused this report to be signed on their 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:	May 8, 2020	Dated:	May 8, 2020