Earnings Per Share ("EPS") and Earnings Per Unit ("EPU")

6 Months Ended

Jun. 30, 2019

Earnings Per Share (“EPS”) and Earnings Per Unit (“EPU”)

COPT and Subsidiaries EPS

We present both basic and diluted EPS. We compute basic EPS by dividing net income available to common shareholders allocable to unrestricted common shares under the two-class method by the weighted average number of unrestricted common shares outstanding during the period. Our computation of diluted EPS is similar except that:

•

the denominator is increased to include: (1) the weighted average number of potential additional common shares that would have been outstanding if securities that are convertible into common shares were converted; and (2) the effect of dilutive potential common shares outstanding during the period attributable to COPT’s forward equity sale agreements, redeemable noncontrolling interests and our share-based compensation using the treasury stock or if-converted methods; and


•	the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common shares that we add to the denominator.

Summaries of the numerator and denominator for purposes of basic and diluted EPS calculations are set forth below (in thousands, except per share data):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Net income attributable to COPT	$	106,791		$	19,434		$	127,650		$	36,584
Income attributable to share-based compensation awards	(364		)	(117		)	(413		)	(234		)
Numerator for basic EPS on net income attributable to COPT common shareholders	106,427			19,317			127,237			36,350
Preferred unit distributions	165			—			—			—
Redeemable noncontrolling interests	902			—			66			—
Common units in the Operating Partnership	—			—			1,515			—
Income attributable to share-based compensation awards	18			—			22			—
Numerator for diluted EPS on net income attributable to COPT common shareholders	$	107,512		$	19,317		$	128,840		$	36,350
Denominator (all weighted averages):
Denominator for basic EPS (common shares)	111,557			101,789			110,759			101,397
Dilutive convertible preferred units	176			—			—			—
Dilutive effect of common units	—			—			1,329			—
Dilutive effect of share-based compensation awards	310			119			289			131
Dilutive effect of redeemable noncontrolling interests	1,062			—			130			—
Denominator for diluted EPS (common shares)	113,105			101,908			112,507			101,528
Basic EPS	$	0.95		$	0.19		$	1.15		$	0.36
Diluted EPS	$	0.95		$	0.19		$	1.15		$	0.36

Our diluted EPS computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPS for the respective periods (in thousands):



	Weighted Average Shares Excluded from Denominator
	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2019	2018	2019	2018
Conversion of common units	1,327	3,197	—	3,208
Conversion of redeemable noncontrolling interests	—	—	907	—
Conversion of Series I preferred units	—	176	176	176

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


•	weighted average shares related to COPT’s forward equity sale agreements for the three months ended June 30, 2018 of 6.8 million, and for the six months ended June 30, 2019 and 2018 of 758,000 and 7.1 million, respectively;


•	weighted average restricted shares and deferred share awards for the three months ended June 30, 2019 and 2018 of 425,000 and 458,000, respectively, and for the six months ended June 30, 2019 and 2018 of 444,000 and 451,000, respectively;


•	weighted average options for the three months ended June 30, 2019 and 2018 of 17,000 and 47,000, respectively, and for the six months ended June 30, 2019 and 2018 of 23,000 and 53,000, respectively; and


•	weighted average unvested PIUs of 59,000 and 39,000 for the three and six months ended June 30, 2019, respectively.

COPLP and Subsidiaries EPU

We present both basic and diluted EPU. We compute basic EPU by dividing net income available to common unitholders allocable to unrestricted common units under the two-class method by the weighted average number of unrestricted common units outstanding during the period. Our computation of diluted EPU is similar except that:


•	the denominator is increased to include: (1) the weighted average number of potential additional common units that would have been outstanding if securities that are convertible into our common units were converted; and (2) the effect of dilutive

potential common units outstanding during the period attributable to COPT’s forward equity sale agreements, redeemable noncontrolling interests and our share-based compensation using the treasury stock or if-converted methods; and


•	the numerator is adjusted to add back any changes in income or loss that would result from the assumed conversion into common units that we add to the denominator.

Summaries of the numerator and denominator for purposes of basic and diluted EPU calculations are set forth below (in thousands, except per unit data):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Net income attributable to COPLP	$	108,295		$	20,207		$	129,576		$	38,066
Preferred unit distributions	(165		)	(165		)	(330		)	(330		)
Income attributable to share-based compensation awards	(438		)	(117		)	(494		)	(234		)
Numerator for basic EPU on net income attributable to COPLP common unitholders	107,692			19,925			128,752			37,502
Redeemable noncontrolling interests	902			—			66			—
Income attributable to share-based compensation awards	18			—			22			—
Dilutive effective of preferred units	165			—			—			—
Numerator for diluted EPU on net income attributable to COPLP common unitholders	$	108,777		$	19,925		$	128,840		$	37,502
Denominator (all weighted averages):
Denominator for basic EPU (common units)	112,884			104,986			112,088			104,605
Dilutive convertible preferred units	176			—			—			—
Dilutive effect of redeemable noncontrolling interests	1,062			—			130			—
Dilutive effect of share-based compensation awards	310			119			289			131
Denominator for diluted EPU (common units)	114,432			105,105			112,507			104,736
Basic EPU	$	0.95		$	0.19		$	1.15		$	0.36
Diluted EPU	$	0.95		$	0.19		$	1.15		$	0.36

Our diluted EPU computations do not include the effects of the following securities since the conversions of such securities would increase diluted EPU for the respective periods (in thousands):



	Weighted Average Shares Excluded from Denominator
	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2019	2018	2019	2018
Conversion of redeemable noncontrolling interests	—	—	907	—
Conversion of Series I preferred units	—	176	176	176

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


•	weighted average shares related to COPT’s forward equity sale agreements for the three months ended June 30, 2018 of 6.8 million, and for the six months ended June 30, 2019 and 2018 of 758,000 and 7.1 million, respectively;


•	weighted average restricted units and deferred share awards for the three months ended June 30, 2019 and 2018 of 425,000 and 458,000, respectively, and for the six months ended June 30, 2019 and 2018 of 444,000 and 451,000, respectively;


•	weighted average options for the three months ended June 30, 2019 and 2018 of 17,000 and 47,000, respectively, and for the six months ended June 30, 2019 and 2018 of 23,000 and 53,000, respectively; and

•

weighted average unvested PIUs of 59,000 and 39,000 for the three and six months ended June 30, 2019, respectively.