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COPT DEFENSE PROPERTIES - Quarter Report: 2022 September (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 endedSeptember 30, 2022
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto

Commission file number 1-14023
ofc-20220930_g1.jpg
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 23-2947217
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par valueOFCNew 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. ☒ 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). ☒ 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.

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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☒ No

As of October 21, 2022, 112,423,263 of Corporate Office Properties Trust’s Common Shares of Beneficial Interest, $0.01 par value, were issued and outstanding.


TABLE OF CONTENTS
 
FORM 10-Q
 
 PAGE
 
 
   
 
  

2

PART I: FINANCIAL INFORMATION
Item 1. Financial Statements

Corporate Office Properties Trust and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
September 30,
2022		December 31, 2021
Assets  
Properties, net:  
Operating properties, net$3,169,992 $3,090,510 
Projects in development or held for future development521,419 442,434 
Total properties, net3,691,411 3,532,944 
Property - operating right-of-use assets37,541 38,361 
Assets held for sale, net— 192,699 
Cash and cash equivalents12,643 13,262 
Investment in unconsolidated real estate joint ventures38,644 39,889 
Accounts receivable, net39,720 40,752 
Deferred rent receivable 124,146 108,926 
Intangible assets on property acquisitions, net11,788 14,567 
Lease incentives, net49,083 51,486 
Deferred leasing costs (net of accumulated amortization of $34,711 and $31,768, respectively)
68,122 65,850 
Investing receivables (net of allowance for credit losses of $3,728 and $1,599, respectively)
102,550 82,226 
Prepaid expenses and other assets, net93,681 81,490 
Total assets$4,269,329 $4,262,452 
Liabilities and equity  
Liabilities:  
Debt, net$2,269,834 $2,272,304 
Accounts payable and accrued expenses156,815 186,202 
Rents received in advance and security deposits29,056 32,262 
Dividends and distributions payable31,407 31,299 
Deferred revenue associated with operating leases9,382 9,341 
Property - operating lease liabilities29,088 29,342 
Other liabilities17,634 17,729 
Total liabilities2,543,216 2,578,479 
Commitments and contingencies (Note 18)
Redeemable noncontrolling interests25,447 26,898 
Equity:  
Shareholders’ equity:  
Common Shares of beneficial interest ($0.01 par value; 150,000,000 shares authorized; shares issued and outstanding of 112,423,263 at September 30, 2022 and 112,327,533 at December 31, 2021)
1,124 1,123 
Additional paid-in capital2,484,702 2,481,539 
Cumulative distributions in excess of net income(827,072)(856,863)
Accumulated other comprehensive income (loss)2,632 (3,059)
Total shareholders’ equity1,661,386 1,622,740 
Noncontrolling interests in subsidiaries:  
Common units in Corporate Office Properties, L.P. (“COPLP”)25,524 21,363 
Other consolidated entities13,756 12,972 
Noncontrolling interests in subsidiaries39,280 34,335 
Total equity1,700,666 1,657,075 
Total liabilities, redeemable noncontrolling interests and equity$4,269,329 $4,262,452 

See accompanying notes to consolidated financial statements.
3

Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
Revenues  
Lease revenue$146,481 $138,032 $430,147 $411,776 
Other property revenue1,206 841 3,066 2,146 
Construction contract and other service revenues34,813 28,046 130,570 64,592 
Total revenues182,500 166,919 563,783 478,514 
Operating expenses    
Property operating expenses57,663 52,728 168,960 156,918 
Depreciation and amortization associated with real estate operations35,247 33,807 104,323 103,039 
Construction contract and other service expenses33,555 27,089 126,509 61,964 
General, administrative and leasing expenses8,898 9,342 25,797 26,970 
Business development expenses and land carry costs552 1,093 2,036 3,559 
Total operating expenses135,915 124,059 427,625 352,450 
Interest expense(15,123)(15,720)(44,355)(49,181)
Interest and other income 2,290 1,818 6,001 5,911 
Credit loss (expense) recoveries(1,693)326 (1,602)1,040 
Gain on sales of real estate16 (32)12 39,711 
Loss on early extinguishment of debt— (1,159)(342)(59,553)
Income from continuing operations before equity in income of unconsolidated entities and income taxes32,075 28,093 95,872 63,992 
Equity in income of unconsolidated entities308 297 1,514 779 
Income tax expense(67)(47)(224)(103)
Income from continuing operations32,316 28,343 97,162 64,668 
Discontinued operations— 451 29,573 1,945 
Net income 32,316 28,794 126,735 66,613 
Net income attributable to noncontrolling interests:    
Common units in COPLP(476)(357)(1,828)(831)
Other consolidated entities(919)(1,336)(2,357)(2,949)
Net income attributable to COPT common shareholders$30,921 $27,101 $122,550 $62,833 
Basic earnings per common share: (1)    
Income from continuing operations$0.28 $0.24 $0.83 $0.54 
Discontinued operations— — 0.26 0.02 
Net income attributable to COPT common shareholders$0.28 $0.24 $1.09 $0.56 
Diluted earnings per common share: (1)
Income from continuing operations$0.27 $0.24 $0.83 $0.54 
Discontinued operations— — 0.25 0.02 
Net income attributable to COPT common shareholders$0.27 $0.24 $1.08 $0.56 
(1) Basic and diluted earnings per common share are calculated based on amounts attributable to common shareholders of Corporate Office Properties Trust.

See accompanying notes to consolidated financial statements.
4

Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
Net income$32,316 $28,794 $126,735 $66,613 
Other comprehensive income:    
Unrealized income (loss) on interest rate derivatives1,101 (118)4,646 426 
Reclassification adjustments on interest rate derivatives recognized in interest expense
(77)1,226 1,680 3,604 
Total other comprehensive income 1,024 1,108 6,326 4,030 
Comprehensive income33,340 29,902 133,061 70,643 
Comprehensive income attributable to noncontrolling interests(1,593)(1,733)(4,820)(4,000)
Comprehensive income attributable to COPT$31,747 $28,169 $128,241 $66,643 
 
See accompanying notes to consolidated financial statements.


5

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 Income (Loss)		Noncontrolling
Interests		Total
For the Three Months Ended September 30, 2021
Balance at June 30, 2021 (112,336,070 common shares outstanding)
$1,123 $2,478,416 $(835,894)$(6,415)$34,082 $1,671,312 
Redemption of common units— — — — (56)(56)
Share-based compensation (10,659 shares redeemed, net of issuances)
— 1,064 — — 1,098 2,162 
Redemption of vested equity awards— (64)— — — (64)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP— 1,051 — — (1,051)— 
Comprehensive income— — 27,101 1,068 600 28,769 
Dividends— — (30,883)— — (30,883)
Distributions to owners of common units in COPLP— — — — (398)(398)
Distributions to noncontrolling interests in other consolidated entities— — — — (8)(8)
Adjustment to arrive at fair value of redeemable noncontrolling interests— (55)— — — (55)
Balance at September 30, 2021 (112,325,411 common shares outstanding)
$1,123 $2,480,412 $(839,676)$(5,347)$34,267 $1,670,779 
For the Three Months Ended September 30, 2022
Balance at June 30, 2022 (112,424,671 common shares outstanding)
$1,124 $2,481,139 $(827,076)$1,806 $38,958 $1,695,951 
Redemption of common units— — — — (86)(86)
Share-based compensation (1,408 shares redeemed, net of issuances)
— 1,045 — — 1,389 2,434 
Redemption of vested equity awards— (48)— — — (48)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP— 1,301 — — (1,301)— 
Comprehensive income— — 30,921 826 799 32,546 
Dividends— — (30,917)— — (30,917)
Distributions to owners of common units in COPLP— — — — (471)(471)
Distributions to noncontrolling interests in other consolidated entities— — — — (8)(8)
Adjustment to arrive at fair value of redeemable noncontrolling interests— 1,265 — — — 1,265 
Balance at September 30, 2022 (112,423,263 common shares outstanding)
$1,124 $2,484,702 $(827,072)$2,632 $39,280 $1,700,666 

See accompanying notes to consolidated financial statements.



6

Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Equity (continued)
(Dollars in thousands)
(unaudited)
 Common
Shares		Additional
Paid-in
Capital		Cumulative
Distributions in
Excess of Net
Income		Accumulated
Other
Comprehensive Income (Loss)		Noncontrolling
Interests		Total
For the Nine Months Ended September 30, 2021
Balance at December 31, 2020 (112,181,759 common shares outstanding)
$1,122 $2,478,906 $(809,836)$(9,157)$32,677 $1,693,712 
Conversion of common units to common shares (8,054 shares)
— 121 — — (121)— 
Redemption of common units— — — — (297)(297)
Share-based compensation (135,598 shares issued, net of redemptions)
1 3,239 — — 3,082 6,322 
Redemption of vested equity awards— (2,422)— — — (2,422)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP— 1,245 — — (1,245)— 
Comprehensive income— — 62,833 3,810 1,714 68,357 
Dividends— — (92,673)— — (92,673)
Distributions to owners of common units in COPLP— — — — (1,196)(1,196)
Distributions to noncontrolling interests in other consolidated entities— — — — (23)(23)
Adjustment to arrive at fair value of redeemable noncontrolling interests— (677)— — — (677)
Other— — — — (324)(324)
Balance at September 30, 2021 (112,325,411 common shares outstanding)
$1,123 $2,480,412 $(839,676)$(5,347)$34,267 $1,670,779 
For the Nine Months Ended September 30, 2022
Balance at December 31, 2021 (112,327,533 common shares outstanding)
$1,123 $2,481,539 $(856,863)$(3,059)$34,335 $1,657,075 
Redemption of common units— — — — (462)(462)
Share-based compensation (95,730 shares issued, net of redemptions)
1 3,066 — — 4,045 7,112 
Redemption of vested equity awards— (1,168)— — — (1,168)
Adjustments to noncontrolling interests resulting from changes in ownership of COPLP— (77)— — 77 — 
Comprehensive income— — 122,550 5,691 2,720 130,961 
Dividends— — (92,759)— — (92,759)
Distributions to owners of common units in COPLP— — — — (1,412)(1,412)
Distributions to noncontrolling interests in other consolidated entities— — — — (23)(23)
Adjustment to arrive at fair value of redeemable noncontrolling interests— 1,342 — — — 1,342 
Balance at September 30, 2022 (112,423,263 common shares outstanding)
$1,124 $2,484,702 $(827,072)$2,632 $39,280 $1,700,666 

See accompanying notes to consolidated financial statements.
7

Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited) 
For the Nine Months Ended September 30,
 20222021
Cash flows from operating activities  
Revenues from real estate operations received$431,447 $427,448 
Construction contract and other service revenues received130,710 68,780 
Property operating expenses paid(179,306)(168,009)
Construction contract and other service expenses paid(128,428)(50,275)
General, administrative, leasing, business development and land carry costs paid(24,630)(22,367)
Interest expense paid(37,561)(46,621)
Lease incentives paid(8,360)(8,694)
Other3,262 (359)
Net cash provided by operating activities187,134 199,903 
Cash flows from investing activities  
Development and redevelopment of properties(223,298)(176,554)
Tenant improvements on operating properties(22,550)(15,149)
Other capital improvements on operating properties(28,705)(19,256)
Proceeds from sale of properties220,810 114,050 
Investing receivables funded(19,000)(1,196)
Leasing costs paid(10,544)(14,929)
Other852 1,042 
Net cash used in investing activities(82,435)(111,992)
Cash flows from financing activities  
Proceeds from debt
Revolving Credit Facility451,000 456,000 
Unsecured senior notes— 987,210 
Other debt proceeds— 4,630 
Repayments of debt
Revolving Credit Facility(254,000)(589,000)
Unsecured senior notes— (600,000)
Scheduled principal amortization(2,469)(2,911)
Other debt repayments(200,000)(188,960)
Deferred financing costs paid— (2,662)
Payments in connection with early extinguishment of debt(6)(55,720)
Common share dividends paid(92,731)(92,632)
Other(7,411)(7,754)
Net cash used in financing activities(105,617)(91,799)
Net decrease in cash and cash equivalents and restricted cash(918)(3,888)
Cash and cash equivalents and restricted cash  
Beginning of period17,316 22,033 
End of period$16,398 $18,145 

See accompanying notes to consolidated financial statements.
 

8

Corporate Office Properties Trust and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(in thousands)
(unaudited)
For the Nine Months Ended September 30,
 20222021
Reconciliation of net income to net cash provided by operating activities:  
Net income $126,735 $66,613 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and other amortization106,084 113,676 
Amortization of deferred financing costs and net debt discounts3,503 3,969 
Increase in deferred rent receivable(13,660)(13,515)
Gain on sales of real estate(28,576)(39,711)
Share-based compensation6,542 5,960 
Loss on early extinguishment of debt342 59,553 
Other(2,580)(3,708)
Changes in operating assets and liabilities: 
Decrease in accounts receivable2,098 6,269 
Increase in lease incentives and prepaid expenses and other assets, net(7,646)(13,120)
(Decrease) increase in accounts payable, accrued expenses and other liabilities(2,502)15,250 
Decrease in rents received in advance and security deposits(3,206)(1,333)
Net cash provided by operating activities$187,134 $199,903 
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period$13,262 $18,369 
Restricted cash at beginning of period4,054 3,664 
Cash and cash equivalents and restricted cash at beginning of period$17,316 $22,033 
Cash and cash equivalents at end of period$12,643 $14,570 
Restricted cash at end of period3,755 3,575 
Cash and cash equivalents and restricted cash at end of period$16,398 $18,145 
Supplemental schedule of non-cash investing and financing activities:  
(Decrease) increase in accrued capital improvements, leasing and other investing activity costs$(21,401)$17,590 
Recognition of operating right-of-use assets and related lease liabilities$683 $328 
Investment in unconsolidated real estate joint venture retained in property disposition$— $11,842 
Increase in fair value of derivatives applied to accumulated other comprehensive loss and noncontrolling interests$5,901 $4,030 
Dividends/distributions payable$31,407 $31,306 
Decrease in noncontrolling interests and increase in shareholders’ equity in connection with the conversion of common units into common shares$— $121 
Adjustments to noncontrolling interests resulting from changes in COPLP ownership$77 $(1,245)
(Decrease) increase in redeemable noncontrolling interests and (increase) decrease in equity to carry redeemable noncontrolling interests at fair value$(1,342)$677 
 
See accompanying notes to consolidated financial statements.

9

Corporate Office Properties Trust and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)
 
1.    Organization
 
Corporate Office Properties Trust (“COPT”) and subsidiaries (collectively, the “Company”, “we” or “us”) is a fully-integrated and self-managed real estate investment trust (“REIT”). 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 September 30, 2022, our properties included the following:

•188 properties totaling 22.1 million square feet comprised of 17.1 million square feet in 161 office properties and 5.0 million square feet in 27 single-tenant data center shells. We owned 19 of these data center shells through unconsolidated real estate joint ventures;
•12 properties under development (nine office properties and three data center shells), including one partially-operational property, and an expansion of one fully-operational property that we estimate will total approximately 1.9 million square feet upon completion; and
•approximately 710 acres of land controlled for future development that we believe could be developed into approximately 8.4 million square feet and 43 acres of other land.
 
We conduct almost all of our operations and own almost all of our assets through our operating partnership, Corporate Office Properties, L.P. (“COPLP”) and subsidiaries (collectively, the “Operating Partnership”), of which COPT is the sole general partner. 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 September 30, 2022, COPT owned 98.0% of the outstanding COPLP common units (“common units”) and there were no preferred units outstanding. 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.

COPT’s common shares are publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “OFC”.
  
2.    Summary of Significant Accounting Policies
 
Basis of Presentation
 
These 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.  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, 2021 included in our 2021 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 2021 Annual Report on Form 10-K as updated for our adoption of recent accounting pronouncements discussed below.

10

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, including amounts reclassified in conjunction with the transfer of a wholesale data center to discontinued operations in the fourth quarter of 2021. We provide disclosure regarding our discontinued operations in Note 4.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued guidance containing practical expedients for reference rate reform related activities pertaining to debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. In 2020, we elected to apply an expedient to treat any changes in loans resulting from reference rate reform as debt modifications (as opposed to extinguishments) and hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of the hedge accounting expedients preserves the presentation of derivatives consistent with past presentation. We will continue to evaluate the impact of this guidance and may apply other elections as applicable as additional changes in the market occur.

3.     Fair Value Measurements

Recurring Fair Value Measurements

We have 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. Effective December 31, 2019, no new investments of deferred compensation were eligible for the plan.  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 our 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 $1.8 million as of September 30, 2022, is included in the line entitled “prepaid expenses and other assets, net” on our 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 our consolidated balance sheets. 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 September 30, 2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivatives and determined that these adjustments were 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 our senior notes (categorized within Level 1 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. 

For additional fair value information, refer to Note 7 for investing receivables, Note 9 for debt and Note 10 for interest rate derivatives. 

11

The table below sets forth our financial assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2022 and the hierarchy level of inputs used in measuring their respective fair values under applicable accounting standards (in thousands):
DescriptionQuoted 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$1,712 $— $— $1,712 
Other57 — — 57 
Interest rate derivatives (1)— 3,296 — 3,296 
Total assets$1,769 $3,296 $— $5,065 
Liabilities:    
Deferred compensation plan liability (2)$— $1,769 $— $1,769 
(1)Included in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheet.
(2)Included in the line entitled “other liabilities” on our consolidated balance sheet.

4.    Properties, Net
 
Operating properties, net consisted of the following (in thousands): 
September 30,
2022		December 31, 2021
Land$584,878 $572,900 
Buildings and improvements3,830,427 3,670,133 
Less: Accumulated depreciation(1,245,313)(1,152,523)
Operating properties, net$3,169,992 $3,090,510 

2022 Dispositions and Discontinued Operations

On January 25, 2022, we sold 9651 Hornbaker Road in Manassas, Virginia, our sole wholesale data center investment, for $222.5 million, resulting in a gain on sale of $28.6 million. This property, a separate reportable segment, is reported herein as discontinued operations. The table below sets forth the components of the property’s assets classified as held for sale on our consolidated balance sheet as of December 31, 2021 (in thousands):
Properties, net$191,857 
Deferred rent receivable462 
Intangible assets on property acquisitions, net73 
Deferred leasing costs, net307 
Assets held for sale, net$192,699 

The table below sets forth the property’s results of operations included in discontinued operations on our consolidated statements of operations and its operating and investing cash flows included on our consolidated statements of cash flows (in thousands):
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
 (in thousands)
Revenues from real estate operations$— $7,717 $1,980 $22,255 
Property operating expenses— (4,462)(971)(11,862)
Depreciation and amortization associated with real estate operations— (2,804)— (8,448)
Gain on sale of real estate— — 28,564 — 
Discontinued operations$— $451 $29,573 $1,945 
Cash flows from operating activities$5,759 $11,593 
Cash flows from investing activities$220,566 $(882)

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2022 Development Activities

During the nine months ended September 30, 2022, we placed into service 363,000 square feet in three newly-developed properties. As of September 30, 2022, we had 12 properties under development, including one partially-operational property, and an expansion of one fully-operational property that we estimate will total 1.9 million 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. These leases encompass all, or a portion, of properties, with various expiration dates. 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 leases. The table below sets forth our composition of lease revenue recognized between fixed and variable lease revenue (in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
Lease revenue (1)2022202120222021
Fixed$113,700 $108,694 $337,558 $323,452 
Variable 32,781 29,338 92,589 88,324 
$146,481 $138,032 $430,147 $411,776 
(1)Excludes lease revenue from discontinued operations of which: $5.6 million was fixed and $2.1 million was variable for the three months ended September 30, 2021; and $1.5 million and $16.7 million was fixed and $527,000 and $5.6 million was variable for the nine months ended September 30, 2022 and 2021, respectively.

Fixed contractual payments due under our property leases were as follows (in thousands):
As of September 30, 2022
Year Ending December 31,Operating leasesSales-type leases
2022 (1)$114,168 $240 
2023433,302 960 
2024391,451 960 
2025304,035 960 
2026237,922 960 
Thereafter1,106,292 3,556 
Total contractual payments$2,587,170 7,636 
Less: Amount representing interest(1,835)
Net investment in sales-type leases$5,801 
(1)Represents the three months ending December 31, 2022.

Lessee Arrangements

As of September 30, 2022, our balance sheet included $39.8 million in right-of-use assets associated primarily with land leased from third parties underlying certain properties that we are operating with various expiration dates. Our property right-of-use assets consisted of the following (in thousands):
LeasesBalance Sheet LocationSeptember 30, 2022December 31, 2021
Right-of-use assets
Operating leases - PropertyProperty - operating right-of-use assets$37,541 $38,361 
Finance leases - PropertyPrepaid expenses and other assets, net2,214 2,238 
Total right-of-use assets$39,755 $40,599 

Our property lease liabilities reported on our consolidated balance sheets consisted of the following (in thousands):
LeasesBalance Sheet LocationSeptember 30, 2022December 31, 2021
Lease liabilities
Operating leases - PropertyProperty - operating lease liabilities$29,088 $29,342 

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As of September 30, 2022, our operating leases had a weighted average remaining lease term of 52 years and a weighted average discount rate of 7.19%. The table below presents our total property lease cost (in thousands):
Statement of Operations LocationFor the Three Months Ended September 30,For the Nine Months Ended September 30,
Lease cost2022202120222021
Operating lease cost
Property leases - fixedProperty operating expenses$1,031 $1,013 $3,082 $2,999 
Property leases - variableProperty operating expenses16 11 49 31 
Finance lease cost
Amortization of property right-of-use assetsProperty operating expenses7 5 23 23 
$1,054 $1,029 $3,154 $3,053 

The table below presents the effect of property lease payments on our consolidated statements of cash flows (in thousands):
For the Nine Months Ended September 30,
Supplemental cash flow information20222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$2,515 $2,399 
Financing cash flows for financing leases$— $14 

Payments on property operating leases were due as follows (in thousands):
Year Ending December 31,
September 30, 2022
2022 (1)$839 
20233,399 
20243,451 
20251,797 
20261,578 
Thereafter125,934 
Total lease payments136,998 
Less: Amount representing interest(107,910)
Lease liability$29,088 
(1)Represents the three months ending December 31, 2022.

6.    Real Estate Joint Ventures

Consolidated Real Estate Joint Ventures

The table below sets forth information as of September 30, 2022 pertaining to our investments in consolidated real estate joint ventures, which are each variable interest entities (dollars in thousands):
  Nominal Ownership % 
September 30, 2022 (1)
Date AcquiredTotal
Assets		Encumbered AssetsTotal LiabilitiesMortgage Debt
EntityLocation
LW Redstone Company, LLC (2)3/23/201085%Huntsville, Alabama$578,626 $88,453 $112,909 $52,366 
Stevens Investors, LLC (3)8/11/201595%Washington, DC167,869 — 678 — 
M Square Associates, LLC6/26/200750%College Park, Maryland101,865 59,933 51,531 50,085 
 $848,360 $148,386 $165,118 $102,451 
(1)Excludes amounts eliminated in consolidation.
(2)We fund all capital requirements. Our partner generally receives distributions of the first $1.2 million of annual operating cash flows and we receive the remainder.
(3)As of September 30, 2022, we also had a $112.0 million construction loan to the joint venture, which is eliminated in consolidation, that carries an interest rate of LIBOR plus 2.35% and had a balance of $96.4 million; the loan matures on August 11, 2024, and we have priority for repayment in full of borrowings and accrued interest on the loan over partner distributions of any future refinancing proceeds or other available cash flows.

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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 AcquiredNominal Ownership %Number of PropertiesCarrying Value of Investment (1)
EntitySeptember 30, 2022December 31, 2021
B RE COPT DC JV II LLC (2)10/30/202010%8 $15,140 $15,579 
BREIT COPT DC JV LLC6/20/201910%9 11,801 12,460 
B RE COPT DC JV III LLC6/2/202110%2 11,703 11,850 
 19 $38,644 $39,889 
(1)Included in the line entitled “investment in unconsolidated real estate joint ventures” on our consolidated balance sheets.
(2)Our investment in B RE COPT DC JV II LLC was lower than our share of the joint venture’s equity by $7.1 million as of September 30, 2022 and $7.2 million as of December 31, 2021 due to a difference between our cost basis and our share of the joint venture’s underlying equity in its net assets. We recognize adjustments to our share of the joint venture’s earnings and losses resulting from this basis difference in the underlying assets of the joint venture.

7.    Investing Receivables
 
Investing receivables consisted of the following (in thousands): 
September 30,
2022		December 31, 2021
Notes receivable from the City of Huntsville$83,636 $77,784 
Other investing loans receivable22,642 6,041 
Amortized cost basis106,278 83,825 
Allowance for credit losses(3,728)(1,599)
Investing receivables, net$102,550 $82,226 
 
The balances above include accrued interest receivable, net of allowance for credit losses, of $4.4 million as of September 30, 2022 and $5.3 million as of December 31, 2021.

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 as of September 30, 2022 carry interest rates ranging from 8.0% to 14.0% and mature within one year.

The fair value of these receivables was approximately $108 million as of September 30, 2022 and $84 million as of December 31, 2021.

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8.    Prepaid Expenses and Other Assets, Net
 
Prepaid expenses and other assets, net consisted of the following (in thousands):
September 30,
2022		December 31, 2021
Prepaid expenses$27,142 $20,058 
Construction contract costs in excess of billings, net26,562 22,384 
Furniture, fixtures and equipment, net8,815 9,599 
Non-real estate equity investments6,106 5,544 
Net investment in sales-type leases5,801 6,194 
Deposits4,850 3,910 
Restricted cash3,755 4,054 
Interest rate derivatives3,296 355 
Property - finance right-of-use assets2,214 2,238 
Marketable securities in deferred compensation plan1,769 2,556 
Deferred tax asset, net (1)1,628 1,841 
Deferred financing costs, net (2)467 1,314 
Other assets1,276 1,443 
Prepaid expenses and other assets, net$93,681 $81,490 
(1)Includes a valuation allowance of $83,000 as of September 30, 2022 and $24,000 as of December 31, 2021.
(2)Represents deferred costs, net of accumulated amortization, attributable to our Revolving Credit Facility and interest rate derivatives.
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9.    Debt, Net
 
Our debt consisted of the following (dollars in thousands):
 Carrying Value (1) as of
 September 30,
2022		December 31, 2021September 30, 2022
 Stated Interest RatesScheduled Maturity
Mortgage and Other Secured Debt:    
Fixed rate mortgage debt $85,077 $86,960 
3.82% - 4.62% (2)
2023-2026
Variable rate secured debt 33,424 33,667 
LIBOR + 1.45% to 1.55% (3)
2025-2026
Total mortgage and other secured debt118,501 120,627   
Revolving Credit Facility (4)273,000 76,000 
LIBOR + 0.775% to 1.45% (5)
March 2023 (4)
Term Loan Facility (6)99,953 299,420 
LIBOR + 1.00% to 1.65% (7)
December 2022
Unsecured Senior Notes
2.25%, $400,000 aggregate principal
396,275 395,491 
2.25% (8)
March 2026
2.00%, $400,000 aggregate principal
396,869 396,512 
2.00% (9)
January 2029
2.75%, $600,000 aggregate principal
589,854 589,060 
2.75% (10)
April 2031
2.90%, $400,000 aggregate principal
394,745 394,441 
2.90% (11)
December 2033
Unsecured note payable637 753 
0% (12)
May 2026
Total debt, net$2,269,834 $2,272,304   
(1)The carrying values of our debt other than the Revolving Credit Facility reflect net deferred financing costs of $4.6 million as of September 30, 2022 and $5.8 million as of December 31, 2021.
(2)The weighted average interest rate on our fixed rate mortgage debt was 4.07% as of September 30, 2022.
(3)The weighted average interest rate on our variable rate secured debt as of September 30, 2022 was 4.08%, or 2.45% including the effect of interest rate swaps that hedge the risk of interest rate changes on this debt.
(4)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. Refer to subsequent events disclosure pertaining to the facility in Note 19.
(5)The weighted average interest rate on the Revolving Credit Facility was 3.94% as of September 30, 2022.
(6)We repaid $200.0 million of this loan during the nine months ended September 30, 2022. Refer to subsequent events disclosure pertaining to this loan in Note 19.
(7)The interest rate on this loan was 3.81% as of September 30, 2022.
(8)The carrying value of these notes reflects an unamortized discount totaling $3.0 million as of September 30, 2022 and $3.6 million as of December 31, 2021. The effective interest rate under the notes, including amortization of the issuance costs, was 2.48%.
(9)The carrying value of these notes reflects an unamortized discount totaling $2.2 million as of September 30, 2022 and $2.5 million as of December 31, 2021. The effective interest rate under the notes, including amortization of the issuance costs, was 2.09%.
(10)The carrying value of these notes reflects an unamortized discount totaling $8.8 million as of September 30, 2022 and $9.5 million as of December 31, 2021. The effective interest rate under the notes, including amortization of the issuance costs, was 2.94%.
(11)The carrying value of these notes reflects an unamortized discount totaling $4.3 million as of September 30, 2022 and $4.5 million as of December 31, 2021. The effective interest rate under the notes, including amortization of the issuance costs, was 3.01%.
(12)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 $74,000 as of September 30, 2022 and $108,000 as of December 31, 2021.
 
All debt is owed by the Operating Partnership. While COPT is not directly obligated by any debt, it has guaranteed COPLP’s Revolving Credit Facility, Term Loan Facility and Unsecured Senior Notes.

Certain of our debt instruments require that we comply with a number of restrictive financial covenants.  As of September 30, 2022, we were compliant with these financial covenants.
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Our scheduled debt maturities as of September 30, 2022 were as follows (in thousands):
Year Ending December 31,September 30, 2022
2022 (1)$100,864 
2023291,954 
202429,983 
202523,717 
2026446,300 
Thereafter1,400,000 
Total$2,292,818 (2)
(1)Represents the three months ending December 31, 2022.
(2)Represents scheduled principal amortization and maturities only and therefore excludes net discounts and deferred financing costs of $23.0 million.

We capitalized interest costs of $2.0 million in the three months ended September 30, 2022, $1.8 million in the three months ended September 30, 2021, $4.9 million in the nine months ended September 30, 2022 and $5.3 million in the nine months ended September 30, 2021.

The following table sets forth information pertaining to the fair value of our debt (in thousands): 
 September 30, 2022December 31, 2021
 Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
Fixed-rate debt    
Unsecured Senior Notes$1,777,743 $1,711,298 $1,775,504 $1,809,950 
Other fixed-rate debt85,714 80,197 87,713 87,339 
Variable-rate debt406,377 404,871 409,087 409,639 
 $2,269,834 $2,196,366 $2,272,304 $2,306,928 
 
10.    Interest Rate Derivatives
 
The following table sets forth the key terms and fair values of our interest rate swap derivatives (dollars in thousands):
     Fair Value at
Notional Amount Fixed RateFloating Rate IndexEffective DateExpiration DateSeptember 30,
2022		December 31, 2021
$100,000  1.901%One-Month LIBOR9/1/201612/1/2022$251 $(1,361)
$100,000 1.905%One-Month LIBOR9/1/201612/1/2022251 (1,365)
$10,940 (1)1.678%One-Month LIBOR8/1/20198/1/2026865 (234)
$22,850 (2)0.573%One-Month LIBOR4/1/20203/26/20251,929 355 
$50,000 (3)1.908%One-Month LIBOR9/1/2016N/A— (684)
      $3,296 $(3,289)
(1)The notional amount of this instrument is scheduled to amortize to $10.0 million.
(2)The notional amount of this instrument is scheduled to amortize to $22.1 million.
(3)We cash settled this swap and accrued interest thereon for $625,000 on January 28, 2022.

Each of these swaps was designated as a cash flow hedge of interest rate risk except for the swap with a $50.0 million notional amount for which we discontinued hedge accounting in December 2021.

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
DerivativesBalance Sheet LocationSeptember 30,
2022		December 31, 2021
Interest rate swaps designated as cash flow hedgesPrepaid expenses and other assets, net$3,296 $355 
Interest rate swaps designated as cash flow hedgesOther liabilities$— $(2,960)
Interest rate swap not designatedOther liabilities$— $(684)
 
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The table below presents the effect of our interest rate derivatives on our consolidated statements of operations and comprehensive income (in thousands):
Amount of Income (Loss) Recognized in
AOCI on Derivatives		Amount of Income (Loss) Reclassified from AOCI into Interest Expense on Statement of Operations
Derivatives in Hedging RelationshipsFor the Three Months Ended September 30,For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Nine Months Ended September 30,
20222021202220212022202120222021
Interest rate derivatives$1,101 $(118)$4,646 $426 $77 $(1,226)$(1,680)$(3,604)

Based on the fair value of our derivatives as of September 30, 2022, we estimate that approximately $1.6 million of gains will be reclassified from accumulated other comprehensive income (“ AOCI”) as a decrease 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 September 30, 2022, we were not in default with any of these provisions. As of September 30, 2022, we did not have any derivatives in liability positions.

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 Nine Months Ended September 30,
20222021
Beginning balance$26,898 $25,430 
Distributions to noncontrolling interests(2,209)(2,387)
Net income attributable to noncontrolling interests2,100 2,286 
Adjustment to arrive at fair value of interests(1,342)677 
Ending balance$25,447 $26,006 

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
 
In May 2022, we entered into an at-the-market (“ATM”) stock offering program (the “2022 ATM Program”) that replaced a similar program established in 2018 (the “2018 ATM Program”) because we replaced the registration statement under which the 2018 ATM Program was registered with a new registration statement. Under the 2022 ATM Program, we may offer and sell common shares in at-the-market stock offerings having an aggregate gross sales price of up to $300 million and may also, at our discretion, sell common shares under forward equity sales agreements. As of September 30, 2022, we had not issued any shares under the 2022 ATM Program.

We declared dividends per common share of $0.275 in the three months ended September 30, 2022 and 2021 and $0.825 in the nine months ended September 30, 2022 and 2021.

See Note 16 for disclosure of COPT common share and COPLP common unit activity pertaining to our share-based compensation plans.

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13.    Credit Losses, Financial Assets and Other Instruments

The table below sets forth the allowance for credit losses activity for the nine months ended September 30, 2022 and 2021 (in thousands):
Investing ReceivablesTenant Notes
Receivable (1)		Other Assets (2)Total
December 31, 2021$1,599 $1,057 $913 $3,569 
Credit loss expense (recoveries) 2,129 (112)(415)1,602 
September 30, 2022$3,728 $945 $498 $5,171 
December 31, 2020$2,851 $1,203 $643 $4,697 
Credit loss (recoveries) expense(1,436)(114)510 (1,040)
September 30, 2021$1,415 $1,089 $1,153 $3,657 
(1)Included in the line entitled “accounts receivable, net” on our consolidated balance sheets.
(2)The balance as of September 30, 2022 and December 31, 2021 included $370,000 and $218,000, respectively, in the line entitled “accounts receivable, net” and $128,000 and $695,000, respectively, in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheets. The balance as of September 30, 2021 and December 31, 2020 included $705,000 and $257,000, respectively, in the line entitled “accounts receivable, net” and $448,000 and $386,000, respectively, in the line entitled “prepaid expenses and other assets, net” on our consolidated balance sheets.

The following table presents the amortized cost basis of our investing receivables, tenant notes receivable and sales-type lease receivables by credit risk classification, by origination year as of September 30, 2022 (in thousands):
Origination Year
2017 and Earlier20182019202020212022Total
Investing receivables:
Credit risk classification:
Investment grade$75,293 $— $— $1,801 $6,542 $— $83,636 
Non-investment grade— — 5,033 — — 17,609 22,642 
Total $75,293 $— $5,033 $1,801 $6,542 $17,609 $106,278 
Tenant notes receivable:
Credit risk classification:
Investment grade$— $836 $46 $215 $— $— $1,097 
Non-investment grade166 107 99 1,605 — — 1,977 
Total$166 $943 $145 $1,820 $— $— $3,074 
Sales-type lease receivables:
Credit risk classification:
Investment grade$— $— $— $5,801 $— $— $5,801 

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. The credit risk classifications of our investing receivables and tenant notes receivable were last updated in September 2022.

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

Notes receivable on nonaccrual status as of September 30, 2022 and December 31, 2021 were not significant. We did not recognize any interest income on notes receivable on nonaccrual status during the three or nine months ended September 30, 2022 and 2021.

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14.    Information by Business Segment

We have the following reportable segments: Defense/IT Locations; Regional Office; Wholesale Data Center (the only property in which we sold on January 25, 2022); 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 (“NoVA Defense/IT”); Lackland Air Force Base (in San Antonio); locations serving the U.S. Navy (“Navy Support”), 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 fund the costs for the power, fiber connectivity and data center infrastructure). Our segment reporting included below reflects our retrospective reclassification of: certain activities to our Other reportable segment from our Wholesale Data Center reportable segment in the fourth quarter of 2021; and two properties to our NoVA Defense/IT sub-segment from our Regional Office segment in the first quarter of 2022.

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 our 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.
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The table below reports segment financial information for our reportable segments (in thousands): 
Defense/IT Locations
 Fort Meade/BW CorridorNoVA Defense/ITLackland Air Force BaseNavy SupportRedstone ArsenalData Center ShellsTotal Defense/IT LocationsRegional OfficeWholesale
Data Center		OtherTotal
Three Months Ended September 30, 2022
         
Revenues from real estate operations$69,209 $18,611 $15,951 $8,253 $9,976 $9,069 $131,069 $14,739 $— $1,879 $147,687 
Property operating expenses(24,450)(6,776)(8,281)(3,665)(4,324)(1,116)(48,612)(7,764)— (1,287)(57,663)
UJV NOI allocable to COPT— — — — — 1,072 1,072 — — — 1,072 
NOI from real estate operations$44,759 $11,835 $7,670 $4,588 $5,652 $9,025 $83,529 $6,975 $— $592 $91,096 
Additions to long-lived assets$9,076 $1,454 $— $734 $1,573 $— $12,837 $6,852 $— $13 $19,702 
Transfers from non-operating properties$1,039 $345 $129 $27 $267 $2,986 $4,793 $348 $— $— $5,141 
Three Months Ended September 30, 2021
          
Revenues from real estate operations$66,029 $16,077 $14,519 $8,558 $9,144 $6,913 $121,240 $16,024 $7,717 $1,609 $146,590 
Property operating expenses(22,956)(6,330)(6,935)(3,454)(3,003)(657)(43,335)(8,045)(4,612)(1,198)(57,190)
UJV NOI allocable to COPT— — — — — 1,060 1,060 — — — 1,060 
NOI from real estate operations$43,073 $9,747 $7,584 $5,104 $6,141 $7,316 $78,965 $7,979 $3,105 $411 $90,460 
Additions to long-lived assets$10,671 $1,500 $— $897 $107 $— $13,175 $5,433 $1,141 $69 $19,818 
Transfers from non-operating properties$53,935 $87,986 $7,332 $— $5,519 $421 $155,193 $381 $— $— $155,574 
Nine Months Ended September 30, 2022
         
Revenues from real estate operations$204,012 $55,290 $45,793 $24,507 $28,479 $25,714 $383,795 $43,942 $1,980 $5,476 $435,193 
Property operating expenses(73,733)(19,802)(22,873)(10,466)(11,690)(3,315)(141,879)(23,322)(975)(3,755)(169,931)
UJV NOI allocable to COPT— — — — — 3,232 3,232 — — — 3,232 
NOI from real estate operations$130,279 $35,488 $22,920 $14,041 $16,789 $25,631 $245,148 $20,620 $1,005 $1,721 $268,494 
Additions to long-lived assets$33,202 $6,184 $— $2,124 $2,032 $— $43,542 $14,746 $(35)$79 $58,332 
Transfers from non-operating properties$7,176 $1,582 $1,068 $6,325 $20,380 $89,862 $126,393 $649 $— $— $127,042 
Segment assets at September 30, 2022
$1,325,703 $487,032 $195,612 $170,574 $314,156 $436,908 $2,929,985 $534,838 $— $3,795 $3,468,618 
Nine Months Ended September 30, 2021
         
Revenues from real estate operations$197,315 $47,888 $40,762 $25,401 $26,172 $23,770 $361,308 $47,697 $22,255 $4,917 $436,177 
Property operating expenses(69,341)(18,583)(21,315)(10,114)(8,525)(2,516)(130,394)(22,712)(12,263)(3,411)(168,780)
UJV NOI allocable to COPT— — — — — 2,950 2,950 — — — 2,950 
NOI from real estate operations$127,974 $29,305 $19,447 $15,287 $17,647 $24,204 $233,864 $24,985 $9,992 $1,506 $270,347 
Additions to long-lived assets$29,063 $2,970 $— $2,654 $3,418 $— $38,105 $13,381 $1,490 $82 $53,058 
Transfers from non-operating properties$55,075 $88,099 $56,601 $— $19,724 $2,423 $221,922 $38,738 $— $— $260,660 
Segment assets at September 30, 2021
$1,315,101 $487,973 $196,624 $172,381 $299,184 $353,340 $2,824,603 $520,184 $194,421 $3,663 $3,542,871 

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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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Segment revenues from real estate operations$147,687 $146,590 $435,193 $436,177 
Construction contract and other service revenues34,813 28,046 130,570 64,592 
Less: Revenues from discontinued operations (Note 4)
— (7,717)(1,980)(22,255)
Total revenues$182,500 $166,919 $563,783 $478,514 
 
The following table reconciles our segment property operating expenses to property operating expenses as reported on our consolidated statements of operations (in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
Segment property operating expenses$57,663 $57,190 $169,931 $168,780 
Less: Property operating expenses from discontinued operations (Note 4)
— (4,462)(971)(11,862)
Total property operating expenses$57,663 $52,728 $168,960 $156,918 

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 September 30,For the Nine Months Ended September 30,
 2022202120222021
UJV NOI allocable to COPT$1,072 $1,060 $3,232 $2,950 
Less: Income from UJV allocable to COPT attributable to depreciation and amortization expense and interest expense(762)(763)(2,280)(2,167)
Add: Equity in (loss) income of unconsolidated non-real estate entities(2)— 562 (4)
Equity in income of unconsolidated entities$308 $297 $1,514 $779 
 
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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Construction contract and other service revenues$34,813 $28,046 $130,570 $64,592 
Construction contract and other service expenses(33,555)(27,089)(126,509)(61,964)
NOI from service operations$1,258 $957 $4,061 $2,628 

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The following table reconciles our NOI from real estate operations for reportable segments and NOI from service operations to income from continuing operations as reported on our consolidated statements of operations (in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
NOI from real estate operations$91,096 $90,460 $268,494 $270,347 
NOI from service operations1,258 957 4,061 2,628 
Interest and other income 2,290 1,818 6,001 5,911 
Credit loss (expense) recoveries(1,693)326 (1,602)1,040 
Gain on sales of real estate16 (32)12 39,711 
Equity in income of unconsolidated entities308 297 1,514 779 
Income tax expense(67)(47)(224)(103)
Depreciation and other amortization associated with real estate operations(35,247)(33,807)(104,323)(103,039)
General, administrative and leasing expenses(8,898)(9,342)(25,797)(26,970)
Business development expenses and land carry costs(552)(1,093)(2,036)(3,559)
Interest expense(15,123)(15,720)(44,355)(49,181)
UJV NOI allocable to COPT included in equity in income of unconsolidated entities(1,072)(1,060)(3,232)(2,950)
Revenues from real estate operations from discontinued operations (Note 4)
— (7,717)(1,980)(22,255)
Property operating expenses from discontinued operations (Note 4)
— 4,462 971 11,862 
Loss on early extinguishment of debt— (1,159)(342)(59,553)
Income from continuing operations$32,316 $28,343 $97,162 $64,668 
 
The following table reconciles our segment assets to our consolidated total assets (in thousands):
September 30,
2022		September 30,
2021
Segment assets$3,468,618 $3,542,871 
Operating properties lease liabilities included in segment assets29,088 29,644 
Non-operating property assets531,838 385,025 
Other assets239,785 193,598 
Total consolidated assets$4,269,329 $4,151,138 
 
The accounting policies of the segments are the same as those used to prepare our consolidated financial statements, except that discontinued operations are not presented separately for segment purposes.  In the segment reporting presented above, we did not allocate interest expense, depreciation and amortization, gain on sales of real estate, loss on early extinguishment of debt 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) recoveries, income taxes and noncontrolling interests because these items represent general corporate or non-operating property items not attributable to segments.
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15.    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 September 30,For the Nine Months Ended September 30,
2022202120222021
Construction contract revenue:
Guaranteed maximum price$27,928 $15,846 $112,354 $29,335 
Firm fixed price3,121 7,042 9,822 10,954 
Cost-plus fee3,196 4,742 6,757 23,075 
Other568 416 1,637 1,228 
$34,813 $28,046 $130,570 $64,592 

The table below reports construction contract and other service revenues by service type (in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Construction contract revenue:
Construction$33,920 $26,893 $128,318 $61,477 
Design325 737 615 1,887 
Other568 416 1,637 1,228 
$34,813 $28,046 $130,570 $64,592 

We recognized an insignificant amount of revenue in the three and nine months ended September 30, 2022 and 2021 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 Nine Months Ended September 30,
20222021
Beginning balance$7,193 $13,997 
Ending balance$6,283 $5,726 

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 on our consolidated balance sheets. The beginning and ending balances of our contract assets were as follows (in thousands):
For the Nine Months Ended September 30,
20222021
Beginning balance$22,384 $10,343 
Ending balance$26,562 $12,987 

Contract liabilities are included in other liabilities on our consolidated balance sheets. Changes in contract liabilities were as follows (in thousands):
For the Nine Months Ended September 30,
20222021
Beginning balance$2,499 $4,610 
Ending balance$5,846 $3,818 
Portion of beginning balance recognized in revenue during:
Three months ended September 30,
$14 $9 
Nine months ended September 30,
$204 $2,626 

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Revenue allocated to the remaining performance obligations under existing contracts as of September 30, 2022 that will be recognized as revenue in future periods was $66.0 million, of which we expect to recognize approximately $14 million in the three months ending December 31, 2022 and the remainder in 2023.

We have no deferred incremental costs incurred to obtain or fulfill our construction contracts or other service revenues as of September 30, 2022 and December 31, 2021. Credit loss recoveries on construction contracts receivable and unbilled construction revenue was $369,000 and $461,000 for the three and nine months ended September 30, 2022, respectively, and credit loss expense on construction contracts receivable and unbilled construction revenue was $412,000 and $463,000 for the three and nine months ended September 30, 2021, respectively.

16.    Share-Based Compensation

Restricted Shares

During the nine months ended September 30, 2022, certain employees and non-employee members of our Board of Trustees (“Trustees”) were granted a total of 175,186 restricted common shares with an aggregate grant date fair value of $4.6 million (weighted average of $26.48 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. Restricted shares granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. During the nine months ended September 30, 2022, forfeiture restrictions lapsed on 146,245 previously issued common shares; these shares had a weighted average grant date fair value of $26.37 per share, and the aggregate intrinsic value of the shares on the vesting dates was $3.8 million.

Profit Interest Units in COPLP (“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 nine months ended September 30, 2022, we granted 101,966 TB-PIUs with an aggregate grant date fair value of $2.7 million (weighted average of $26.39 per TB-PIU) to senior management team members and certain non-employee Trustees. TB-PIUs granted to senior management team members 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. TB-PIUs granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. Prior to vesting, TB-PIUs carry substantially the same rights to distributions as non-PIU common units but carry no redemption rights. During the nine months ended September 30, 2022, forfeiture restrictions lapsed on 73,056 previously issued TB-PIUs; these TB-PIUs had a weighted average grant date fair value of $26.01 per unit, and the aggregate intrinsic value of the TB-PIUs on the vesting date was $1.9 million.

PB-PIUs

On January 1, 2022, we granted certain senior management team members 231,838 PB-PIUs with a three-year performance period concluding on the earlier of December 31, 2024 or the date of: (1) termination by us without cause, death or disability of the employee or constructive discharge of the employee (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 PB-PIUs 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.

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At the end of the performance period, we will settle the award by issuing vested PIUs equal to: the number of earned awards; and the excess, if any, of (1) 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 (2) the aggregate distributions made on the PB-PIUs during the performance period, divided by the price of our common shares on the settlement date. 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 $3.8 million ($32.87 per target-level award associated with the grants) 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 $27.97; expected volatility for common shares of 31.7%; and a risk-free interest rate of 0.98%.  

Based on COPT’s TSR relative to its peer group of companies, for the 2019 PB-PIUs issued to executives that vested on December 31, 2021, we issued 156,104 PIUs in settlement of the PB-PIUs on February 1, 2022.

Deferred Share Awards

During the nine months ended September 30, 2022, a non-employee Trustee was granted 3,941 deferred share awards with an aggregate grant date fair value of $100,000 ($25.41 per share). Deferred share awards vest on the first anniversary of the grant date, provided that the Trustee remains in his or her position. We settle deferred share awards by issuing an equivalent number of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a Trustee).

17.    Earnings Per Share (“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 redeemable noncontrolling interests and share-based compensation awards using the if-converted or treasury stock 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.

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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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Numerator:  
Income from continuing operations$32,316 $28,343 $97,162 $64,668 
Income from continuing operations attributable to noncontrolling interests(1,395)(1,688)(3,764)(3,756)
Income from continuing operations attributable to share-based compensation awards for basic EPS(91)(93)(295)(340)
Numerator for basic EPS from continuing operations attributable to COPT common shareholders30,830 26,562 93,103 60,572 
Redeemable noncontrolling interests(40)(89)(109)(82)
Adjustment to income from continuing operations attributable to share-based compensation awards for diluted EPS16 13 51 17 
Numerator for diluted EPS from continuing operations attributable to COPT common shareholders30,806 26,486 93,045 60,507 
Discontinued operations— 451 29,573 1,945 
Discontinued operations attributable to noncontrolling interests— (5)(421)(24)
Income from discontinued operations attributable to share-based compensation awards for diluted EPS— 1 (90)3 
Numerator for diluted EPS on net income attributable to COPT common shareholders$30,806 $26,933 $122,107 $62,431 
Denominator (all weighted averages):  
Denominator for basic EPS (common shares)112,093 111,985 112,066 111,949 
Dilutive effect of redeemable noncontrolling interests105 138 121 130 
Dilutive effect of share-based compensation awards433 375 429 285 
Denominator for diluted EPS (common shares) 112,631 112,498 112,616 112,364 
Basic EPS:
Income from continuing operations attributable to COPT common shareholders$0.28 $0.24 $0.83 $0.54 
Discontinued operations attributable to COPT common shareholders— — 0.26 0.02 
Net income attributable to COPT common shareholders$0.28 $0.24 $1.09 $0.56 
Diluted EPS:
Income from continuing operations attributable to COPT common shareholders$0.27 $0.24 $0.83 $0.54 
Discontinued operations attributable to COPT common shareholders— — 0.25 0.02 
Net income attributable to COPT common shareholders$0.27 $0.24 $1.08 $0.56 

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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Conversion of common units1,477 1,262 1,446 1,257 
Conversion of redeemable noncontrolling interests895 782 855 793 

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

•weighted average restricted shares and deferred share awards for the three months ended September 30, 2022 and 2021 of 399,000 and 410,000, respectively, and for the nine months ended September 30, 2022 and 2021 of 401,000 and 416,000, respectively;
•weighted average TB-PIUs for the three months ended September 30, 2022 and 2021 of 192,000 and 168,000, respectively, and for the nine months ended September 30, 2022 and 2021 of 185,000 and 155,000, respectively; and
•weighted average PB-PIUs for the nine months ended September 30, 2021 of 228,000.
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18.    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 September 30, 2022, management believes that it is reasonably possible that we could recognize a loss of up to $3.9 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 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 $29 million as of September 30, 2022. 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 September 30, 2022, we do not expect any such future fundings will be required.

19.    Subsequent Events

On October 26, 2022, we entered into a credit agreement with a group of lenders for an unsecured revolving credit facility and unsecured term loan that provided for an aggregate of $725.0 million of available borrowings allocated as follows:

•an unsecured revolving credit facility with a lender commitment of $600.0 million that replaced our existing Revolving Credit Facility with:
•an interest rate based on the Secured Overnight Financing Rate (“SOFR”) plus 0.825% to 1.500%, as determined by the credit ratings assigned to COPLP by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings Ltd. (collectively, the “Ratings Agencies”);
•a quarterly fee that is based on the lenders’ commitment under the facility multiplied by a per annum rate of 0.125% to 0.300%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; and
•an October 26, 2026 maturity date, and 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 0.0625% of the total availability under the facility for each extension period; and
•a $125.0 million unsecured term loan with:
•an interest rate based on SOFR plus 0.950% to 1.800%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; and
•a January 30, 2026 maturity date, and the ability for us to further extend such maturity by two 12-month periods at our option, provided that there is no default under the facility and we pay an extension fee of 0.125% of the outstanding loan balance for each extension period.

We used proceeds from the term loan to pay off the remaining $100.0 million outstanding under an existing unsecured term loan and pay down a portion of our Revolving Credit Facility.
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Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
 
During the nine months ended September 30, 2022, we: 

•finished the period with our portfolio 92.7% occupied and 94.9% leased;
•placed into service 363,000 square feet in three newly-developed properties that were 98.6% leased as of September 30, 2022; and
•sold our wholesale data center for $222.5 million, resulting in a gain on sale of $28.6 million. We used the proceeds to repay a portion of our unsecured term loan and the remainder to repay borrowings under our Revolving Credit Facility.

On October 26, 2022, we entered into a credit agreement with a group of lenders that provided for an aggregate of $725.0 million of available borrowings. The credit agreement provided for: an unsecured revolving credit facility with a lender commitment of $600.0 million that replaced our existing Revolving Credit Facility; and a $125.0 million unsecured term loan, the proceeds of which we used to pay off the remaining $100.0 million outstanding under an existing unsecured term loan and pay down a portion of our Revolving Credit Facility.

In 2022, the United States economy has experienced inflationary conditions, increased interest rates, higher volatility in the debt and equity capital markets, certain supply-chain related shortages and consecutive quarters of decreased gross domestic product. For us, to date:

•the above economic conditions have not significantly affected our ability to achieve expected leasing in our Defense/IT Locations, which continue to benefit from strong demand driven by national security needs and USG-funded priority missions. However, the markets for our Regional Office properties have been experiencing a challenging leasing environment since 2020 that has not improved;
•inflationary conditions have contributed to increased costs for certain property operating expenses and building materials, which affects our development of new properties and improvements for existing properties. The effect of these increased costs has not significantly impacted us to date due in part to contracts previously in place for much of our property operating expense, development and building improvement cash requirements. For:
•property operating expenses, most of our leases obligate tenants to pay either their full share of a building’s operating expenses or their share to the extent such expenses exceed amounts established in their leases. These lease arrangements reduce our exposure to increases in property operating expenses;
•new property development and tenant improvements associated with new leasing, increased costs have not significantly affected our ability to achieve targeted yields on new development and new leasing of existing properties due to continued demand for space in our Defense/IT Locations, which has generally enabled us to increase rents to maintain such yields. However, continued cost increases could adversely affect our ability to continue to achieve targeted yields on future new property development and future new leasing of existing properties to the extent increases in market rental rates do not keep pace, which could also reduce our willingness to commence development of new properties; and
•other capital improvements, the increasing cost environment could increasingly affect our willingness, or timeline, for completing such improvements;
•increased interest rates have not significantly affected our borrowing costs due in large part to debt refinancings that we completed in 2020 and 2021. Our debt is predominantly fixed rate and in the form of long-term unsecured notes. In addition, the effect of interest rate increases on a $200.0 million notional amount of variable rate debt has been hedged by interest rate swaps that fix the one-month LIBOR interest rate at 1.9%; these interest rate swaps expire on December 1, 2022, after which the effective interest rates on the previously-hedged debt will be based on market rates in effect and subject to future changes in such rates;
•we have observed constraints in the availability of unsecured bank debt. However, we were able to complete the credit agreement on October 26, 2022 that provided for the new Revolving Credit Facility and term loan, and now have no significant debt maturing until 2026; and
•supply-chain related shortages have not had a significant effect on our ability to execute our operating and development activities.

We believe that the effect of increased interest rates and capital market volatility on potential buyers of interests in our properties could adversely affect our ability to execute plans to sell interests in properties.

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.

We discuss significant factors contributing to changes in our net income in the section below entitled “Results of Operations.” In addition, the section below entitled “Liquidity and Capital Resources” includes discussions of, among other things:

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•how we expect to generate and obtain cash for short and long-term capital needs; and
•material cash requirements for known contractual and other obligations.
 
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. We caution readers that forward-looking statements reflect our opinion only as of the date on which they were made. You should not place undue reliance on forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•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, property operating and construction costs, and property values;
•adverse changes in the real estate markets, including, among other things, increased competition with other companies;
•governmental actions and initiatives, including risks associated with the impact of a prolonged government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases and/or reduced or delayed demand for additional space by our strategic customers;
•our ability to borrow on favorable terms;
•risks of property 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;
•risks and uncertainties regarding the impact of the COVID-19 pandemic, and similar pandemics, along with restrictive measures instituted to prevent spread, on our business, the real estate industry and national, regional and local economic conditions;
•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.

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Occupancy and Leasing
 
The tables below set forth occupancy information pertaining to our portfolio of office and data center shell properties:
September 30,
2022		December 31, 2021
Occupancy rates at period end  
Total92.7 %92.4 %
Defense/IT Locations:
Fort Meade/BW Corridor92.2 %90.0 %
NoVA Defense/IT89.9 %89.5 %
Lackland Air Force Base100.0 %100.0 %
Navy Support 91.5 %93.9 %
Redstone Arsenal88.1 %90.8 %
Data Center Shells100.0 %100.0 %
Total Defense/IT Locations93.9 %93.2 %
Regional Office81.5 %87.3 %
Other75.5 %66.2 %
Annualized rental revenue per occupied square foot at period end $32.85 $32.47 
Rentable
Square Feet		Occupied
Square Feet
 (in thousands)
December 31, 202121,710 20,070 
Vacated upon lease expiration (1)— (525)
Occupancy for new leases— 569 
Development placed in service363 352 
Other changes12 — 
September 30, 202222,085 20,466 
(1)Includes lease terminations and space reductions occurring in connection with lease renewals.

During the nine months ended September 30, 2022, we leased 2.3 million square feet, including: 1.2 million square feet of renewal leasing, representing a tenant retention rate of 72.0%; 628,000 square feet of vacant space leasing; and 476,000 square feet of development leasing.

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 and rent associated with tenant funded landlord assets). Our computation of annualized rental revenue excludes the effect of lease incentives. 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. Tenant retention rate is a measure we use that represents the percentage of square feet renewed in a period relative to the total square feet scheduled to expire in that period; we include the effect of early renewals in this measure.

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 from continuing and discontinued operations and 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 being compared.  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 that we sold on January 25, 2022.

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
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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 income from continuing operations reported on the consolidated statements of operations is provided in Note 14 to our consolidated financial statements.

Comparison of Statements of Operations for the Three Months Ended September 30, 2022 and 2021

 For the Three Months Ended September 30,
 20222021Variance
 (in thousands)
Revenues   
Revenues from real estate operations$147,687 $138,873 $8,814 
Construction contract and other service revenues34,813 28,046 6,767 
Total revenues182,500 166,919 15,581 
Operating expenses   
Property operating expenses57,663 52,728 4,935 
Depreciation and amortization associated with real estate operations35,247 33,807 1,440 
Construction contract and other service expenses33,555 27,089 6,466 
General, administrative and leasing expenses8,898 9,342 (444)
Business development expenses and land carry costs552 1,093 (541)
Total operating expenses135,915 124,059 11,856 
Interest expense(15,123)(15,720)597 
Interest and other income2,290 1,818 472 
Credit loss (expense) recoveries(1,693)326 (2,019)
Gain on sales of real estate16 (32)48 
Loss on early extinguishment of debt— (1,159)1,159 
Equity in income of unconsolidated entities308 297 11 
Income tax expense(67)(47)(20)
Income from continuing operations32,316 28,343 3,973 
Discontinued operations— 451 (451)
Net income $32,316 $28,794 $3,522 

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NOI from Real Estate Operations
For the Three Months Ended September 30,
20222021Variance
(Dollars in thousands,
 except per square foot data)
Revenues
Same Properties revenues
Lease revenue, excluding net lease termination revenue and provision for collectability losses$134,286 $132,395 $1,891 
Lease termination revenue, net591 853 (262)
Provision for collectability losses included in lease revenue(18)1 (19)
Other property revenue1,149 809 340 
Same Properties total revenues136,008 134,058 1,950 
Developed and redeveloped properties placed in service10,537 3,872 6,665 
Wholesale data center— 7,717 (7,717)
Dispositions— (2)2 
Other1,142 945 197 
147,687 146,590 1,097 
Property operating expenses
Same Properties(54,348)(50,387)(3,961)
Developed and redeveloped properties placed in service(2,390)(1,334)(1,056)
Wholesale data center— (4,612)4,612 
Dispositions— 1 (1)
Other(925)(858)(67)
(57,663)(57,190)(473)
UJV NOI allocable to COPT
Same Properties 919 924 (5)
Retained interest in newly-formed UJVs153 155 (2)
Dispositions— (19)19 
1,072 1,060 12 
NOI from real estate operations
Same Properties82,579 84,595 (2,016)
Developed and redeveloped properties placed in service8,147 2,538 5,609 
Wholesale data center— 3,105 (3,105)
Dispositions, net of retained interest in newly-formed UJVs153 135 18 
Other217 87 130 
$91,096 $90,460 $636 
Same Properties NOI from real estate operations by segment
Defense/IT Locations$76,475 $76,967 $(492)
Regional Office5,729 7,303 (1,574)
Other375 325 50 
$82,579 $84,595 $(2,016)
Same Properties rent statistics
Average occupancy rate92.5 %93.1 %(0.6 %)
Average straight-line rent per occupied square foot (1)$6.60 $6.63 $(0.03)
(1)Includes minimum base rents, net of abatements and lease incentives and excluding lease termination revenue, on a straight-line basis for the periods set forth above.

Our Same Properties pool consisted of 176 properties, comprising 92.1% of our portfolio’s square footage as of September 30, 2022. This pool of properties changed from the pool used for purposes of comparing 2021 and 2020 in our 2021 Annual Report on Form 10-K due to the addition of nine properties placed in service and 100% operational on or before January 1, 2021 and eight properties owned through an unconsolidated real estate joint venture that was formed in 2020.
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Regarding the changes in NOI from real estate operations reported above:

•the decrease for our Same Properties pool was attributable primarily to our Regional Office segment, in which the average occupancy rate decreased from 92.7% to 83.3% due mostly to the scheduled lease expiration of a 140,000 square foot space. The decrease in NOI for our Same Properties pool’s Defense/IT Locations was due in large part to a 121,000 square foot property in the Redstone Arsenal sub-segment that was vacated by its tenant in late 2021 but has since been leased in full, with occupancy expected in 2023;
•developed and redeveloped properties placed in service reflects the effect of ten properties placed in service in 2021 and 2022; and
•the decrease for wholesale data center resulted from our sale of the property on January 25, 2022.

NOI from Service Operations
For the Three Months Ended September 30,
20222021Variance
(in thousands)
Construction contract and other service revenues$34,813 $28,046 $6,767 
Construction contract and other service expenses(33,555)(27,089)(6,466)
NOI from service operations$1,258 $957 $301 

Construction contract and other service revenues and expenses increased in the current period due primarily to a higher volume of construction activity for two 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 income relative to our real estate operations.

Credit loss expense (recoveries)

The increase in credit loss expense recognized in the current period was attributable in large part to losses recognized in the current period upon our issuance of new investing receivables.

Comparison of Statements of Operations for the Nine Months Ended September 30, 2022 and 2021

 For the Nine Months Ended September 30,
 20222021Variance
 (in thousands)
Revenues   
Revenues from real estate operations$433,213 $413,922 $19,291 
Construction contract and other service revenues130,570 64,592 65,978 
Total revenues563,783 478,514 85,269 
Operating expenses   
Property operating expenses168,960 156,918 12,042 
Depreciation and amortization associated with real estate operations104,323 103,039 1,284 
Construction contract and other service expenses126,509 61,964 64,545 
General, administrative and leasing expenses25,797 26,970 (1,173)
Business development expenses and land carry costs2,036 3,559 (1,523)
Total operating expenses427,625 352,450 75,175 
Interest expense(44,355)(49,181)4,826 
Interest and other income6,001 5,911 90 
Credit loss (expense) recoveries(1,602)1,040 (2,642)
Gain on sales of real estate12 39,711 (39,699)
Loss on early extinguishment of debt(342)(59,553)59,211 
Equity in income of unconsolidated entities1,514 779 735 
Income tax expense(224)(103)(121)
Income from continuing operations97,162 64,668 32,494 
Discontinued operations29,573 1,945 27,628 
Net income $126,735 $66,613 $60,122 
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NOI from Real Estate Operations
For the Nine Months Ended September 30,
20222021Variance
(Dollars in thousands, 
except per square foot data)
Revenues
Same Properties revenues
Lease revenue, excluding lease termination revenue and provision for collectability losses$398,326 $393,781 $4,545 
Lease termination revenue, net1,211 3,309 (2,098)
Provision for collectability losses included in lease revenue(745)(118)(627)
Other property revenue2,943 2,048 895 
Same Properties total revenues401,735 399,020 2,715 
Developed and redeveloped properties placed in service28,043 9,122 18,921 
Wholesale data center1,980 22,255 (20,275)
Dispositions(3)2,844 (2,847)
Other3,438 2,936 502 
435,193 436,177 (984)
Property operating expenses
Same Properties(159,481)(150,599)(8,882)
Developed and redeveloped properties placed in service(6,746)(3,046)(3,700)
Wholesale data center(975)(12,263)11,288 
Dispositions1 (432)433 
Other(2,730)(2,440)(290)
(169,931)(168,780)(1,151)
UJV NOI allocable to COPT
Same Properties 2,769 2,764 5 
Retained interest in newly-formed UJVs463 205 258 
Dispositions— (19)19 
3,232 2,950 282 
NOI from real estate operations
Same Properties245,023 251,185 (6,162)
Developed and redeveloped properties placed in service21,297 6,076 15,221 
Wholesale data center1,005 9,992 (8,987)
Dispositions, net of retained interest in newly-formed UJVs461 2,598 (2,137)
Other708 496 212 
$268,494 $270,347 $(1,853)
Same Properties NOI from real estate operations by segment
Defense/IT Locations$226,380 $227,985 $(1,605)
Regional Office17,629 22,190 (4,561)
Other1,014 1,010 4 
$245,023 $251,185 $(6,162)
Same Properties rent statistics
Average occupancy rate91.9 %93.5 %(1.6 %)
Average straight-line rent per occupied square foot (1)$19.28 $19.24 $0.04 
(1)Includes minimum base rents, net of abatements and lease incentives and excluding lease termination revenue, on a straight-line basis for the periods set forth above.

Regarding the changes in NOI from real estate operations reported above:

•the decrease for our Same Properties pool was attributable primarily to our Regional Office segment, in which the average occupancy rate decreased from 92.7% to 83.2% due mostly to the scheduled lease expiration of a 140,000 square foot
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space. The decrease in NOI for our Same Properties pool’s Defense/IT Locations was due in large part to a 121,000 square foot property in the Redstone Arsenal sub-segment that was vacated by its tenant in late 2021 but has since been leased in full, with occupancy expected in 2023;
•developed and redeveloped properties placed in service reflects the effect of ten properties placed in service in 2021 and 2022;
•the decrease for wholesale data center resulted from our sale of the property on January 25, 2022; and
•dispositions, net of retained interest in newly-formed UJVs reflects the effect of our sale of a 90% interest in two data center shells in 2021.

NOI from Service Operations
For the Nine Months Ended September 30,
20222021Variance
(in thousands)
Construction contract and other service revenues$130,570 $64,592 $65,978 
Construction contract and other service expenses(126,509)(61,964)(64,545)
NOI from service operations$4,061 $2,628 $1,433 

Construction contract and other service revenue and expenses increased in the current period due primarily to a higher volume of construction activity for one of our tenants.

Interest expense

Interest expense decreased due to lower weighted average interest rates in the current period resulting primarily from debt refinancings that we completed in 2021.

Credit loss expense (recoveries)

The increase in credit loss expense recognized in the current period was attributable in large part to losses recognized in the current period upon our issuance of new investing receivables.

Gain on sales of real estate

The gain on sales of real estate recognized in the prior period was due to our sale of a 90% interest in two data center shell properties.

Loss on extinguishment of debt

The loss on early extinguishment of debt in the prior period was attributable to our purchase and redemption of unsecured senior notes that we refinanced, repayment of $100.0 million of our term loan facility and payoff of a construction loan.

Discontinued operations

Discontinued operations includes our wholesale data center, which we sold on January 25, 2022.

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 and investments in unconsolidated real estate joint ventures (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.
37

 
Basic FFO available to common share and common unit holders (“Basic FFO”) is FFO adjusted to subtract (1) preferred share dividends, (2) income attributable to noncontrolling interests through ownership of preferred units in the Operating Partnership or interests in other consolidated entities not owned by us, (3) depreciation and amortization allocable to noncontrolling interests in other consolidated entities and (4) 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 (discussed further below); 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.

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The table below sets forth the computation of the above stated measures, and provides reconciliations to the GAAP measures associated with such measures:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
 (Dollars and shares in thousands, except per share data)
Net income $32,316 $28,794 $126,735 $66,613 
Real estate-related depreciation and amortization35,247 36,611 104,323 111,487 
Depreciation and amortization on UJVs allocable to COPT524 525 1,575 1,455 
Gain on sales of real estate(16)32 (28,576)(39,711)
FFO68,071 65,962 204,057 139,844 
FFO allocable to other noncontrolling interests(1,348)(1,696)(3,568)(4,025)
Basic FFO allocable to share-based compensation awards(354)(313)(1,073)(663)
Basic FFO available to common share and common unit holders66,369 63,953 199,416 135,156 
Redeemable noncontrolling interests(5)(68)(7)1 
Diluted FFO adjustments allocable to share-based compensation awards27 13 81 27 
Diluted FFO available to common share and common unit holders66,391 63,898 199,490 135,184 
Loss on early extinguishment of debt— 1,159 342 59,553 
Demolition costs on redevelopment and nonrecurring improvements— 129 — 431 
Executive transition costs206 — 343 — 
Diluted FFO comparability adjustments allocable to share-based compensation awards(2)(7)(4)(300)
Diluted FFO available to common share and common unit holders, as adjusted for comparability$66,595 $65,179 $200,171 $194,868 
Weighted average common shares112,093 111,985 112,066 111,949 
Conversion of weighted average common units1,477 1,262 1,446 1,257 
Weighted average common shares/units - Basic FFO per share113,570 113,247 113,512 113,206 
Dilutive effect of share-based compensation awards433 375 429 311 
Redeemable noncontrolling interests105 138 121 130 
Weighted average common shares/units - Diluted FFO per share and as adjusted for comparability114,108 113,760 114,062 113,647 
Diluted FFO per share$0.58 $0.56 $1.75 $1.19 
Diluted FFO per share, as adjusted for comparability$0.58 $0.57 $1.75 $1.71 
Denominator for diluted EPS112,631 112,498 112,616 112,364 
Weighted average common units1,477 1,262 1,446 1,257 
Anti-dilutive EPS effect of share-based compensation awards— — — 26 
Denominator for diluted FFO per share and as adjusted for comparability114,108 113,760 114,062 113,647 

Property Additions
 
The table below sets forth the major components of our additions to properties for the nine months ended September 30, 2022 (in thousands):
Development$206,063 
Tenant improvements on operating properties (1)24,339 
Capital improvements on operating properties21,060 
 $251,462 
(1)Tenant improvement costs incurred on newly-developed properties are classified in this table as development and redevelopment.
 
Cash Flows
 
Net cash flow from operating activities decreased $12.8 million when comparing the nine months ended September 30, 2022 and 2021, which was attributable primarily to a decrease associated with the timing of cash flows from third-party
39

construction projects, offset in part by a decrease in interest expense paid resulting from debt refinancings completed in 2021 that reduced our borrowing rates on unsecured senior notes and affected the timing of our interest payments on such notes.
 
Net cash flow used in investing activities decreased $29.6 million when comparing the nine months ended September 30, 2022 and 2021 due to $220.8 million in proceeds from properties sold in the current period (primarily pertaining to our wholesale data center) as compared to $114.1 million in the prior period (mostly from our sale of a 90% interest in two data center shells), partially offset by increases in cash outlays of $46.7 million for development of properties and $17.8 million for funding of investing receivables in the current period.
 
Net cash flow used in financing activities in the nine months ended September 30, 2022 was $105.6 million, and included dividends to common shareholders of $92.7 million. Net repayments of debt borrowings during the period totaled $5.5 million, which included a $200.0 million term loan repayment using proceeds from the sale of our wholesale data center, mostly offset by net borrowings from our Revolving Credit Facility used primarily to fund development of properties.

Net cash flow used in financing activities in the nine months ended September 30, 2021 was $91.8 million, and included dividends to common shareholders of $92.6 million. Net proceeds from debt borrowings during the period totaled $11.2 million, which included the net effect of our purchase and redemption of unsecured senior notes (and related early extinguishment costs), issuance of new unsecured senior notes and the repayment of a portion of our term loan and payoff of a construction loan (and related early extinguishment costs).

Supplemental Guarantor Information

As of September 30, 2022, COPLP had several series of unsecured senior notes outstanding that were issued in transactions registered with the SEC under the Securities Act of 1933, as amended. These notes are COPLP’s direct, senior unsecured and unsubordinated obligations and rank equally in right of payment with all of COPLP’s existing and future senior unsecured and unsubordinated indebtedness. However, these notes are effectively subordinated in right of payment to COPLP’s existing and future secured indebtedness. The notes are also effectively subordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of COPLP's subsidiaries. COPT fully and unconditionally guarantees COPLP’s obligations under these notes. COPT’s guarantees of these notes are senior unsecured obligations that rank equally in right of payment with other senior unsecured obligations of, or guarantees by, COPT. COPT itself does not hold any indebtedness, and its only material asset is its investment in COPLP.

As permitted under Rule 13-01(a)(4)(vi), we do not provide summarized financial information for the Operating Partnership since: the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company; and we believe that inclusion of such summarized financial information would be repetitive and not provide incremental value to investors.

Liquidity and Capital Resources

As of September 30, 2022, we had $12.6 million in cash and cash equivalents.

We use our Revolving Credit Facility to initially fund much of the cash requirements from our investing activities, including property development/redevelopment costs, as well as certain debt balloon payments due upon maturity.  We then subsequently pay down the facility using cash available from operations and proceeds from long-term borrowings, equity issuances and sales of interests in properties. Regarding our Revolving Credit Facility:

•as of September 30, 2022, our existing facility had a maximum borrowing capacity totaling $800.0 million, of which $527.0 million was available; and
•on October 26, 2022, we entered into a credit agreement with a group of lenders that included an unsecured revolving credit facility with a maximum borrowing capacity to $600.0 million that replaced our existing Revolving Credit Facility.

Our senior unsecured debt is rated investment grade by the three major rating agencies. We aim to maintain an investment grade rating to enable us to use debt comprised of unsecured, primarily fixed-rate debt (including the effect of interest rate swaps) from public markets and banks. We also use secured nonrecourse debt from institutional lenders and banks primarily for joint venture financings. In addition, we periodically raise equity when we access the public equity markets by issuing common shares and, to a lesser extent, preferred shares.
 
In May 2022, we replaced our 2018 ATM stock offering program with the 2022 ATM Program under which we 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, we may also, at our 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 issuing the shares and receiving the sale proceeds until a later date.

We believe that our liquidity and capital resources are adequate for our near-term and longer-term requirements without necessitating property sales. However, we expect to raise additional equity by selling interests in data center shells through joint
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ventures. In addition, we may also dispose of interests in other properties opportunistically or when market conditions otherwise warrant.

Our material cash requirements, including contractual and other obligations, include:

•property operating expenses, including future lease obligations from us as a lessee;
•construction contract expenses;
•general and administrative expenses;
•debt service, including interest expense;
•property development/redevelopment costs;
•tenant and capital improvements and leasing costs for operating properties (expected to total approximately $40 million during the remainder of 2022);
•debt balloon payments due upon maturity; and
•dividends to our shareholders.

We expect to use cash flow from operations during the remainder of 2022 and annually thereafter for the foreseeable future to fund all of these cash requirements except for debt balloon payments due upon maturity and a portion of property development/redevelopment costs.

During the remainder of 2022, we expect to spend approximately $80 million on development costs, most of which was contractually obligated as of September 30, 2022; we expect to fund these cash requirements using, in part, any available remaining cash flow from operations, with the balance funded primarily using borrowings under our Revolving Credit Facility, at least initially. Following the closing of our term loan on October 26, 2022, we had no remaining debt balloon payments due in 2022. While we have sufficient borrowing capacity under our Revolving Credit Facility to fund development costs during the remainder of 2022, we expect to free up borrowing capacity under the facility by paying it down using proceeds from sales of interests in data center shells.

Beyond 2022, we expect to fund property development and redevelopment activities using, in part, any available remaining cash flow from operations, with most of the balance funded initially using borrowings under our Revolving Credit Facility, and to free up borrowing capacity under the facility by paying it down using proceeds from additional sales of interests in data center shells, other property sales, new long-term debt borrowings and/or issuing common shares.

We provide disclosure in our consolidated financial statements on our future lessee obligations (expected to be funded primarily by cash flow from operations) in Note 5 and future debt obligations (expected to be refinanced by new debt borrowings or funded by future equity issuances and/or sales of interests in properties) in Note 9.

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 September 30, 2022, we were compliant with these covenants.

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 or when interest rate swaps hedging the cash flows associated with interest rates on variable-rate debt borrowings expire.
 
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The following table sets forth as of September 30, 2022 our debt obligations and weighted average interest rates on debt maturing each year (dollars in thousands):
 For the Periods Ending December 31, 
 20222023202420252026ThereafterTotal
Debt:      
Fixed rate debt (1)$729 $18,414 $29,443 $1,302 $436,140 $1,400,000 $1,886,028 
Weighted average interest rate3.85%3.94%4.42%3.23%2.38%2.58%2.58%
Variable rate debt (2)$100,135 $273,540 $540 $22,415 $10,160 $— $406,790 
Weighted average interest rate (3)3.81%3.94%4.07%4.11%4.01%—%3.92%
(1)Represents principal maturities only and therefore excludes net discounts and deferred financing costs of $23.0 million.
(2)As of September 30, 2022, maturities in 2023 included $273.0 million that had the ability to be extended to 2024, subject to certain conditions.
(3)The amounts reflected above used interest rates as of September 30, 2022 for variable rate debt.

The fair value of our debt was $2.2 billion as of September 30, 2022.  If interest rates had been 1% lower, the fair value of our fixed-rate debt would have increased by approximately $115 million as of September 30, 2022.
 
See Note 10 to our consolidated financial statements for information pertaining to interest rate swap contracts in place as of September 30, 2022 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 $769,000 in the nine months ended September 30, 2022 if the applicable LIBOR rate was 1% higher.
 
Item 4.           Controls and Procedures

(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 our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2022.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2022 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 our management, including our 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 our internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our 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 us (other than routine litigation arising in the ordinary course of business, substantially all of which is expected to be covered by liability insurance).
 
Item 1A.         Risk Factors

 There have been no material changes to the risk factors included in our 2021 Annual Report on Form 10-K.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds
 
(a)    Not applicable

(b)    Not applicable

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

Not applicable

Item 5.           Other Information

(a)    On October 26, 2022, COPT and COPLP entered into a credit agreement with a group of lenders for which KeyBanc Capital Markets, Inc. and PNC Capital Markets LLC acted as joint book runners, KeyBanc Capital Markets, Inc., PNC Capital Markets LLC, TD Bank National Association and M&T Bank, a New York Banking Corporation acted as joint lead arrangers, KeyBank National Association acted as administrative agent and PNC Bank, National Association acted as syndication agent (the “Credit Agreement”) to provide us the following:

•a new unsecured revolving credit facility with:
•an aggregate commitment by the lenders of $600.0 million, which includes such lenders’ obligation to make revolving loans as well as issue up to $100.0 million under a letter of credit subfacility and up to $100.0 million under a swingline subfacility (same day draw requests);
•a variable interest rate based on one of the following, to be selected by us: (1) the SOFR rate for the interest period designated by us plus 0.825% to 1.500%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; or (2)(a) the greater of: (i) the prime rate of the lender then acting as the administrative agent, (ii) the Federal Funds Rate, as defined in the Credit Agreement, plus 0.50% or (iii) the SOFR rate for a one-month interest period plus 1.1%; plus (b) 0.00% to 0.40%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies;
•a quarterly fee based on the average daily amount of the lenders’ aggregate commitment under the facility multiplied by a per annum rate of 0.125% to 0.300%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; and
•a maturity date of October 26, 2026, 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 Credit Agreement and we pay an extension fee of 0.0625% of the total availability under the facility for each extension period;
•a $125.0 million unsecured term loan facility with:
•a variable interest rate based on one of the following, to be selected by us: (1) the SOFR rate for the interest period designated by us plus 0.950% to 1.800%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; or (2)(a) the greater of: (i) the prime rate of the lender then acting as the administrative agent, (ii) the Federal Funds Rate, as defined in the Credit Agreement, plus 0.50% or (iii) the SOFR rate for a one-month interest period plus 1.1%; plus (b) 0.00% to 0.70%, as determined by the credit ratings assigned to COPLP by the Ratings Agencies; and
•a maturity date of January 30, 2026, with the ability for us to further extend such maturity by two 12-month periods at our option, provided that there is no default under the Credit Agreement and we pay an extension fee of 0.125% of the outstanding term loans under the Credit Agreement for each extension period; and
•the ability to request an additional $525.0 million, in the aggregate, under the credit agreement in future increases in the aggregate commitment under the Revolving Credit Facility, new term loans, increases to existing term loans or any combination thereof provided that there is no default under the Credit Agreement and subject to the approval of the lenders.

Interest is payable at the end of each interest period, and principal outstanding under the Credit Agreement is payable on its credit facilities’ respective maturity dates. Term loans under the Credit Agreement may be prepaid, in whole or in part, by us but cannot be re-borrowed thereafter. Under the Credit Agreement, we must comply with customary operating covenants and financial covenants. All outstanding principal and accrued interest and fees under the Credit Agreement could, at the option of the lenders, become immediately due and the facilities thereunder could be terminated upon events of default, including, among other things, noncompliance with financial covenants, failure to make required payments under the Credit Agreement or other material loans of ours, failure by us to maintain COPT’s status as a REIT or bankruptcy.

The description of the Credit Agreement contained herein is qualified in its entirety by reference to the terms of the Credit Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.

(b)    Not applicable

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Item 6.           Exhibits
 
(a)    Exhibits:
 
EXHIBIT
NO.		 DESCRIPTION
 
 
 
 
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).
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   CORPORATE OFFICE PROPERTIES TRUST
    
Date:November 1, 2022By:/s/ Stephen E. Budorick
   Stephen E. Budorick
   President and Chief Executive Officer
    
    
Date:November 1, 2022By:/s/ Anthony Mifsud
   Anthony Mifsud
   Executive Vice President and Chief Financial Officer
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