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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
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58-0869052
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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191 Peachtree Street NE, Suite 500, Atlanta, Georgia
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30303-1740
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(Address of principal executive offices)
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(Zip Code)
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(404) 407-1000
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of Exchange on which registered
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Common Stock ($1 par value)
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New York Stock Exchange
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7.50% Series B Cumulative Redeemable
Preferred Stock ($1 par value)
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item X.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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the Company's business and financial strategy;
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•
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the availability and terms of capital and financing;
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•
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the ability to refinance indebtedness as it matures;
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•
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the failure of purchase, sale, or other contracts to ultimately close;
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•
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the failure to achieve anticipated benefits from acquisitions or dispositions;
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•
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the potential dilutive effect of common stock offerings;
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•
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the availability of buyers and adequate pricing with respect to the disposition of assets;
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•
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risks related to the geographic concentration of our portfolio;
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•
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risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular;
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•
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changes to the Company's strategy with regard to land and other non-core holdings that require impairment losses to be recognized;
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•
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the effect of the sale of the Company's third party management and leasing business;
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•
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leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed and/or recently acquired space;
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the financial condition of existing tenants;
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volatility in interest rates and insurance rates;
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the availability of sufficient investment opportunities;
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•
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competition from other developers or investors;
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the risks associated with real estate developments and acquisitions (such as zoning approval, receipts of required permits, construction delays, cost overruns, and leasing risk);
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the loss of key personnel;
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the potential liability for uninsured losses, condemnation, or environmental issues;
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the potential liability for a failure to meet regulatory requirements;
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the financial condition and liquidity of, or disputes with, joint venture partners;
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any failure to comply with debt covenants under credit agreements; and
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any failure to continue to qualify for taxation as a real estate investment trust.
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Item 1.
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Business
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•
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Purchased the remaining 80% interest in Terminus 200 that it did not already own from a fund managed by Morgan Stanley Real Estate Investing in a transaction that valued the property at $164.0 million and simultaneously formed a 50/50 joint venture with institutional investors advised by J.P. Morgan Asset Management for both Terminus 100 and Terminus 200.
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•
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Purchased Post Oak Central, a Class-A office complex in the Galleria submarket of Houston, from an affiliate of J.P. Morgan Asset Management for $230.9 million.
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•
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Purchased 816 Congress, a Class-A office tower in downtown Austin, for $102.4 million.
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•
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Purchased Greenway Plaza, a 4.3 million square-foot 10-building office portfolio in Houston, and 777 Main, a 980,000 square-foot office tower in Fort Worth, Texas. The total purchase price for these assets was $1.1 billion.
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•
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Commenced construction of Colorado Tower, a Class-A office tower in downtown Austin, which is expected to have 373,000 square feet of space, with a total projected cost of $126.1 million.
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•
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Commenced construction of the second phase of Emory Point, which is expected to consist of 307 apartments and 43,000 square feet of retail space, with a total projected cost of $73.3 million.
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•
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Sold Tiffany Springs MarketCenter for $53.5 million.
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•
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Sold the Company’s interest in CP Venture Two LLC and CP Venture Five LLC in a transaction that valued its interest at $57.4 million prior to the allocation of property level debt.
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•
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Sold the The Avenue Murfreesboro, which was held through CF Murfreesboro Associates, in a transaction that valued the Company's interest at $82.0 million.
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Sold the Inhibitex office building for $8.3 million prior to the allocation of free rent credits.
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Sold all remaining land at the Company’s Jefferson Mill project for $2.9 million.
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Sold nine acres of land in Round Rock, Texas for $2.8 million.
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•
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Issued 85.5 million shares of common stock in two offerings at an average price of $10.09 per share, generating net proceeds of $826.2 million.
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•
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Redeemed all outstanding shares of the Company’s Series A Cumulative Redeemable Preferred Stock for $74.8 million.
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•
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Closed a non-recourse mortgage loan on Promenade with a principal balance of $114.0 million, a fixed interest rate of 4.27%, and a term of nine years.
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Closed a non-recourse mortgage loan on Post Oak Central with a principal balance of $188.8 million, a fixed interest rate of 4.26%, and a term of seven years.
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Closed a construction loan on Emory Point Phase II with an available balance of $46.0 million, a variable interest rate of one-month LIBOR plus 1.85%, and a term of three years with two one-year extension options.
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Refinanced the mortgage loan on Emory University Hospital Midtown Medical Office Tower, lowering the interest rate to 3.5% from 5.9%.
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•
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Leased or renewed 1,720,000 square feet of office and retail space.
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•
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On a same property basis, increased percent weighted average occupied from
89.0%
in the fourth quarter of 2012 to
90.4%
in the fourth quarter of 2013.
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Cash-basis second generation net effective rent for the fourth quarter was up
11.3%
over the prior year.
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•
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Recognized an additional gain of $4.6 million associated with the 2012 sale of the Company’s third party management business. This amount was based upon the performance of the management and leasing contracts for the year following the sale.
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December 31,
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2012
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2013
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Total market capitalization (in billions)
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$
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1.6
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$
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2.9
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Texas square footage to total square footage
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8.9
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%
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51.5
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%
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Office square footage to total square footage
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65.6
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%
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93.8
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%
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Debt to total market capitalization
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36.5
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%
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29.5
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%
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Same property weighted average occupancy (fourth quarter)
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89.0
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%
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90.4
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%
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Land as percentage of undepreciated assets
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3.5
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%
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1.6
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%
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Annualized general and administrative expense as a percentage of undepreciated assets (fourth quarter)
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1.3
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%
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0.7
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%
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Item 1A.
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Risk Factors
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•
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changes in the national, regional and local economic climate;
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local real estate conditions such as an oversupply of rentable space or a reduction in demand for rentable space;
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•
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the attractiveness of our properties to tenants or buyers;
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competition from other available properties;
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changes in market rental rates and related concessions granted to tenants including, but not limited to, free rent, tenant allowances, and tenant improvement allowances; and
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the need to periodically repair, renovate, and re-lease buildings.
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Credit facilities
. Terms and conditions available in the marketplace for credit facilities vary over time. We can provide no assurance that the amount we need from our Credit Facility will be available at any given time, or at all, or that the rates and fees charged by the lenders will be reasonable. We incur interest under our Credit Facility at a variable rate. Variable rate debt creates higher debt service requirements if market interest rates increase, which would adversely affect our cash flow and results of operations. Our Credit Facility contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including restrictions on total debt outstanding, restrictions on secured recourse debt outstanding, and requirements to maintain minimum fixed charge coverage ratios. Our continued ability to borrow under our Credit Facility is subject to compliance with these covenants.
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Mortgage financing
. The availability of financing in the mortgage markets is dependent upon various conditions, including the willingness of mortgage lenders to lend at any given point in time. Interest rates and loan-to-value ratios may also be volatile, and we may from time to time elect not to proceed with mortgage financing due to unfavorable terms offered by lenders. This could adversely affect our ability to finance acquisition or development activities. In addition, if a property is mortgaged to secure payment of indebtedness and we are unable to make the mortgage payments, the lender may foreclose, resulting in loss of income and asset value. We may not be able to refinance debt secured by our properties at the same levels or on the same terms, which could adversely affect our business, financial condition and results of operations. Further, at the time a loan matures, the property may be worth less than the loan amount and, as a result, the Company may determine not to refinance the loan and permit foreclosure, generating a loss to the Company and defaults on other loans.
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Property sales
. Real estate markets tend to experience market cycles. Because of such cycles, the potential terms and conditions of sales, including prices, may be unfavorable for extended periods of time. In addition, our status as a REIT limits our ability to sell properties, and this may affect our ability to liquidate an investment. As a result, our ability to raise capital through property sales in order to fund our acquisition and development projects or other cash needs could be limited. In addition, mortgage financing on a property may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or refinancing or make the sale or refinancing impractical.
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Construction loans
. Construction loans generally relate to specific assets under construction and fund costs above an initial equity amount deemed acceptable to the lender. Terms and conditions of construction facilities vary, but they generally carry a term of two to five years, charge interest at variable rates, require the lender to be satisfied with the nature and amount of construction costs prior to funding and require the lender to be satisfied with the level of pre-leasing prior to closing. Construction loans frequently require a portion of the loan to be recourse to the Company in addition to being recourse to the the equity in the asset. While construction lending is generally competitive and offered by many financial institutions, there may be times when these facilities are not available or are only available upon unfavorable terms which could have an adverse effect on our ability to fund development projects or on our ability to achieve the returns we expect.
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Joint ventures
. Joint ventures, including partnerships or limited liability companies, tend to be complex arrangements, and there are only a limited number of parties willing to undertake such investment structures. There is no guarantee that we will be able to undertake these ventures at the times we need capital.
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•
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Common stock
. We have sold common stock from time to time to raise capital. Common stock offerings may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock in an offering and the receipt of the expected net proceeds. The actual amount of dilution, if any, from any future offering of common stock will be based on numerous factors, particularly the use of proceeds and any return generated thereby, and cannot be determined at this time. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with an offering, or otherwise, or as a result of the perception or expectation that such sales could occur. We can also provide no assurance that conditions will be favorable for future issuances of common stock when we need the capital, which could have an adverse effect on our ability to fund acquisition and development activities.
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•
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Preferred stock
. The availability of preferred stock at favorable terms and conditions is dependent upon a number of factors including the general condition of the economy, the overall interest rate environment, the condition of the capital markets and the demand for this product by potential holders of the securities. We can provide no assurance that conditions will be favorable for future issuances of preferred stock when we need the capital, which could have an adverse effect on our ability to fund acquisition and development activities.
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•
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requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects and other general corporate purposes and reduce cash for distributions;
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limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
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increasing the costs of incurring additional debt;
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increasing our exposure to floating interest rates;
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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
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restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;
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restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
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exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results;
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•
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increasing our vulnerability to a downturn in general economic conditions; and
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limiting our ability to react to changing market conditions in our industry.
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•
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The availability of sufficient development opportunities
. Absence of sufficient development opportunities could result in our experiencing slower growth in earnings and cash flows. Development opportunities are dependent upon a wide variety of factors. Availability of these opportunities can be volatile as a result of, among other things, economic conditions and product supply/demand characteristics in a particular market.
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•
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Abandoned predevelopment costs
. The development process inherently requires that a large number of opportunities be pursued with only a few actually being developed and constructed. We may incur significant costs for predevelopment activity for projects that are later abandoned, which would directly affect our results of operations. For projects that are later abandoned, we must expense certain costs, such as salaries, that would have otherwise been capitalized. We have procedures and controls in place that are intended to minimize this risk, but it is likely that we will incur predevelopment expense on subsequently abandoned projects on an ongoing basis.
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•
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Project costs
. Construction and leasing of a project involves a variety of costs that cannot always be identified at the beginning of a project. Costs may arise that have not been anticipated or actual costs may exceed estimated costs. These additional costs can be significant and could adversely impact our return on a project and the expected results of operations upon completion of the project. Also, construction costs vary over time based upon many factors, including the demand for building materials. We attempt to mitigate the risk of unanticipated increases in construction costs on our development projects through guaranteed maximum price contracts and pre-ordering of certain materials, but we may be adversely affected by increased construction costs on our current and future projects.
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•
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Leasing risk
. The success of a commercial real estate development project is heavily dependent upon entering into leases with acceptable terms within a predefined lease-up period. Although our policy is to achieve pre-leasing goals (which vary by market, product type and circumstances) before committing to a project, it is expected that not all the space in a project will be leased at the time we commit to the project. If the additional space is not leased on schedule and upon the expected terms and conditions, our returns, future earnings and results of operations from the project could be adversely impacted. Whether or not tenants are willing to enter into leases on the terms and conditions we project and on the timetable we expect will depend upon a number of factors, many of which are outside our control. These factors may include:
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•
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general business conditions in the local or broader economy or in the tenants’ or prospective tenants’ industries;
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•
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supply and demand conditions for space in the marketplace; and
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•
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level of competition in the marketplace.
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•
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Reputation risks
. We have historically developed and managed a significant portion of our real estate portfolio and believe that we have built a positive reputation for quality and service with our lenders, joint venture partners and tenants. If we were viewed as developing underperforming properties, suffered sustained losses on our investments, defaulted on a significant level of loans or experienced significant foreclosure or deed in lieu of foreclosure of our properties, our reputation could be damaged. In addition, our strategic disposition of many of our retail projects may negatively impact our relationships with retail tenants in other parts of our portfolio. Damage to our reputation could make it more difficult to successfully develop or acquire properties in the future and to continue to grow and expand our relationships with our lenders, joint venture partners and tenants, which could adversely affect our business, financial condition, and results of operations.
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•
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Governmental approvals
. All necessary zoning, land-use, building, occupancy and other required governmental permits and authorization may not be obtained, may only be obtained subject to onerous conditions or may not be obtained on a timely basis resulting in possible delays, decreased profitability, and increased management time and attention.
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difficulty finding properties that are consistent with our strategy and that meet our standards;
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difficulty negotiating with new or existing tenants;
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the extent of competition for a particular market for attractive acquisitions may hinder our desired level of property acquisitions or redevelopment projects;
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•
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the actual costs and timing of repositioning or redeveloping acquired properties may be greater than our estimates;
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•
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the occupancy levels, lease-up timing and rental rates may not meet our expectations;
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•
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the acquired properties may fail to meet internal projections or otherwise fail to perform as expected;
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•
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the acquired property may be in a market that is unfamiliar to us and could present additional unforeseen business challenges;
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•
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the timing of property acquisitions may lag the timing of property dispositions, leading to periods of time where projects' proceeds are not invested as profitably as we desire;
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•
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the inability to obtain financing for acquisitions on favorable terms or at all;
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•
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the inability to successfully integrate the operations, maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of acquisitions within the anticipated time frames or at all;
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•
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the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;
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the possible decline in value of the acquired assets;
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the diversion of our management’s attention away from other business concerns; and
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the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.
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actual or anticipated variations in our operating results, funds from operations or liquidity;
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the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry;
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•
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the general stock and bond market conditions, including changes in interest rates or fixed income securities;
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changes in tax laws;
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changes to our dividend policy;
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changes in market valuations of our properties;
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adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt and our ability to refinance such debt on favorable terms;
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any failure to comply with existing debt covenants;
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any foreclosure or deed in lieu of foreclosure of our properties;
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additions or departures of key executives and other employees;
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actions by institutional stockholders;
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uncertainties in world financial markets;
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the realization of any of the other risk factors described in this report; and
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general market and economic conditions.
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85% of our ordinary income;
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95% of our net capital gain income for that year; and
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100% of our undistributed taxable income (including any net capital gains) from prior years.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Company's Share
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Property Description
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Metropolitan Area
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Rentable Square Feet
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Financial Statement Presentation
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Company's Ownership Interest
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End of Period Leased
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Weighted Average Occupancy (1)
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% of Total Net Operating Income (2)
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Property Level Debt ($000)
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Annualized Base Rents (3)
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I.
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OFFICE PROPERTIES
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191 Peachtree Tower
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Atlanta
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1,225,000
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Consolidated
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100%
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86.6%
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86.5%
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12%
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100,000
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The American Cancer Society Center
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Atlanta
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996,000
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Consolidated
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100%
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82.4%
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82.8%
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9%
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132,714
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Promenade
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Atlanta
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777,000
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Consolidated
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100%
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89.2%
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69.1%
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7%
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113,573
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Terminus 100
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Atlanta
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656,000
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Unconsolidated
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50%
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98.3%
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95.7%
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7%
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66,971
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North Point Center East (6)
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Atlanta
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540,000
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Consolidated
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100%
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94.4%
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91.3%
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5%
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—
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Terminus 200
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Atlanta
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566,000
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Unconsolidated
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50%
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88.4%
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87.9%
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3%
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41,000
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Meridian Mark Plaza
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Atlanta
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160,000
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Consolidated
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100%
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99.0%
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97.6%
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3%
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25,813
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Emory University Hospital Midtown Medical Office Tower
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Atlanta
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358,000
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Unconsolidated
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50%
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98.1%
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98.5%
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3%
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37,500
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||
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GEORGIA
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5,278,000
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49%
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517,571
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||
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||||
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Greenway Plaza (4)
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Houston
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4,348,000
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Consolidated
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100%
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95.4%
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95.1%
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19%
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|
—
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||
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Post Oak Central (5)
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Houston
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1,280,000
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Consolidated
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100%
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94.5%
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92.0%
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12%
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188,310
|
|
|
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||
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777 Main
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Fort Worth
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980,000
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|
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Consolidated
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100%
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|
73.9%
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88.9%
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2%
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|
—
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||
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2100 Ross Avenue
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Dallas
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844,000
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|
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Consolidated
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100%
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|
79.2%
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61.7%
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|
4%
|
|
—
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||
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816 Congress
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Austin
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435,000
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|
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Consolidated
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100%
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|
76.6%
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81.1%
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|
3%
|
|
—
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|
|
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||
|
The Points at Waterview
|
|
Dallas
|
|
203,000
|
|
|
Consolidated
|
|
100%
|
|
89.6%
|
|
89.6%
|
|
1%
|
|
15,139
|
|
|
|
||
|
TEXAS
|
|
|
|
8,090,000
|
|
|
|
|
|
|
|
|
|
|
41%
|
|
203,449
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Lakeshore Park Plaza (7)
|
|
Birmingham
|
|
197,000
|
|
|
Consolidated
|
|
(8)
|
|
97.7%
|
|
97.2%
|
|
2%
|
|
—
|
|
|
|
||
|
600 University Park Place (7)
|
|
Birmingham
|
|
123,000
|
|
|
Consolidated
|
|
(8)
|
|
98.2%
|
|
98.2%
|
|
1%
|
|
—
|
|
|
|
||
|
ALABAMA
|
|
|
|
320,000
|
|
|
|
|
|
|
|
|
|
|
3%
|
|
—
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gateway Village (9)
|
|
Charlotte
|
|
1,065,000
|
|
|
Unconsolidated
|
|
50%
|
|
100.0%
|
|
100.0%
|
|
1%
|
|
26,204
|
|
|
|
||
|
NORTH CAROLINA
|
|
|
|
1,065,000
|
|
|
|
|
|
|
|
|
|
|
1%
|
|
26,204
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
TOTAL OFFICE PROPERTIES
|
|
|
|
14,753,000
|
|
|
|
|
|
|
|
|
|
|
94%
|
|
747,224
|
|
|
$
|
211,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
II.
|
RETAIL PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Mt. Juliet Village (9)
|
|
Nashville
|
|
91,000
|
|
|
Unconsolidated
|
|
50.5%
|
|
75.3%
|
|
76.1%
|
|
1%
|
|
3,055
|
|
|
|
||
|
The Shops of Lee Village (9)
|
|
Nashville
|
|
74,000
|
|
|
Unconsolidated
|
|
50.5%
|
|
91.0%
|
|
87.8%
|
|
—%
|
|
2,757
|
|
|
|
||
|
Creek Plantation Village (9)
|
|
Chattanooga
|
|
78,000
|
|
|
Unconsolidated
|
|
50.5%
|
|
96.4%
|
|
96.0%
|
|
—%
|
|
3,005
|
|
|
|
||
|
TENNESSEE
|
|
|
|
243,000
|
|
|
|
|
|
|
|
|
|
|
1%
|
|
8,817
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Emory Point (Phase I)
|
|
Atlanta
|
|
80,000
|
|
|
Unconsolidated
|
|
75%
|
|
86.7%
|
|
77.3%
|
|
1%
|
|
7,078
|
|
|
|
||
|
GEORGIA
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
1%
|
|
7,078
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Mahan Village
|
|
Tallahassee
|
|
147,000
|
|
|
Consolidated
|
|
(10)
|
|
90.5%
|
|
89.3%
|
|
1%
|
|
14,470
|
|
|
|
||
|
Highland City Town Center (9)
|
|
Lakeland
|
|
96,000
|
|
|
Unconsolidated
|
|
50.5%
|
|
82.9%
|
|
85.3%
|
|
1%
|
|
5,177
|
|
|
|
||
|
FLORIDA
|
|
|
|
243,000
|
|
|
|
|
|
|
|
|
|
|
2%
|
|
19,647
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
TOTAL RETAIL PROPERTIES
|
|
|
|
566,000
|
|
|
|
|
|
|
|
|
|
|
4%
|
|
35,542
|
|
|
$
|
4,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
III.
|
APARTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Emory Point (Phase I) (11)
|
|
Atlanta
|
|
404,000
|
|
|
Unconsolidated
|
|
75%
|
|
96.8%
|
|
68.6%
|
|
2%
|
|
35,741
|
|
|
|
||
|
GEORGIA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
TOTAL PORTFOLIO
|
|
|
|
15,723,000
|
|
|
|
|
|
|
|
|
|
|
100%
|
|
818,507
|
|
|
|
(1)
|
Weighted average economic occupancy represents an average of the square footage occupied at the property during the year. If the property was purchased during the year, average economic occupancy is calculated from the date of purchase forward.
|
(2)
|
Net operating income represents rental property revenues less rental property operating expenses for the year ended
December 31, 2013
.
|
(3)
|
Annualized base rents represents the sum of the annualized rent each tenant is paying as of the end of the reporting period. If a tenant is not paying rent due to a free rent concession, annualized base rent is calculated based on the annualized base rent the tenant will pay in the first period it is required to pay rent.
|
(4)
|
Contains ten buildings - One Greenway Plaza, Two Greenway Plaza, Three Greenway Plaza, Four Greenway Plaza, Five Greenway Plaza, 3800 Buffalo Speedway, Eight Greenway Plaza, Nine Greenway Plaza, Eleven Greenway Plaza, and Twelve Greenway Plaza.
|
(5)
|
Contains three buildings - Post Oak Central I, Post Oak Central II, and Post Oak Central III.
|
(6)
|
Contains four buildings - 100 North Point Center East, 200 North Point Center East, 333 North Point Center East, and 555 North Point Center East.
|
(7)
|
This property is classified as held for sale as of December 31, 2013.
|
(8)
|
The Company received all operating cash flows until the preferred return is met and receives all capital proceeds. No minority interest is currently recorded.
|
(9)
|
This property is owned through a joint venture with a third party who has contributed equity, but the equity ownership and the allocation of the results of operations and/or gain on sale may be disproportionate.
|
(10)
|
The Company receives all operating cash flows until it meets a preferred return of 9% and receives 87% of the remainder after its partner meets a preferred return of 9%. The Company receives all capital proceeds until it meets a leveraged IRR of 16% and receives 75% of the remainder after its partner receives its investment and a preferred return of 9%.
|
(11)
|
This property consists of 443 units.
|
Company Share
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 & Thereafter
|
Total
|
||||||||||||||||||||||
Square Feet Expiring
|
775,135
|
|
920,155
|
|
1,424,355
|
|
1,448,891
|
|
1,224,965
|
|
687,206
|
|
789,999
|
|
877,178
|
|
822,830
|
|
3,177,550
|
|
12,148,264
|
|
|||||||||||
% of Leased Space
|
6
|
%
|
7
|
%
|
12
|
%
|
12
|
%
|
10
|
%
|
6
|
%
|
6
|
%
|
7
|
%
|
7
|
%
|
27
|
%
|
100
|
%
|
|||||||||||
Annual Contractual Rent ($000s) (1)
|
$
|
14,540
|
|
$
|
18,508
|
|
$
|
27,017
|
|
$
|
29,273
|
|
$
|
25,803
|
|
$
|
15,542
|
|
$
|
18,271
|
|
$
|
21,055
|
|
$
|
16,797
|
|
$
|
79,521
|
|
$
|
266,327
|
|
Annual Contractual Rent per Square Foot (1)
|
$
|
18.76
|
|
$
|
20.11
|
|
$
|
18.97
|
|
$
|
20.20
|
|
$
|
21.06
|
|
$
|
22.62
|
|
$
|
23.13
|
|
$
|
24.00
|
|
$
|
20.41
|
|
$
|
25.03
|
|
$
|
21.92
|
|
Company Share
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 & Thereafter
|
Total
|
||||||||||||||||||||||
Square Feet Expiring (2)
|
12,896
|
|
6,666
|
|
6,048
|
|
16,265
|
|
18,739
|
|
5,015
|
|
4,546
|
|
8,545
|
|
15,026
|
|
238,513
|
|
332,259
|
|
|||||||||||
% of Leased Space
|
4
|
%
|
2
|
%
|
2
|
%
|
4
|
%
|
6
|
%
|
2
|
%
|
1
|
%
|
3
|
%
|
5
|
%
|
71
|
%
|
100
|
%
|
|||||||||||
Annual Contractual Rent ($000s) (1)
|
$
|
234
|
|
$
|
131
|
|
$
|
112
|
|
$
|
422
|
|
$
|
450
|
|
$
|
115
|
|
$
|
99
|
|
$
|
244
|
|
$
|
479
|
|
$
|
3,243
|
|
$
|
5,529
|
|
Annual Contractual Rent per Square Foot (1)
|
$
|
18.16
|
|
$
|
19.64
|
|
$
|
18.48
|
|
$
|
25.92
|
|
$
|
24.04
|
|
$
|
23.02
|
|
$
|
21.74
|
|
$
|
28.50
|
|
$
|
31.91
|
|
$
|
13.60
|
|
$
|
16.64
|
|
(1)
|
Annual Contractual Rent shown is the estimated rate in the year of expiration. It includes the minimum contractual rent paid by the tenant which, in most of the office leases, includes a base year of operating expenses.
|
(2)
|
Certain leases contain termination options, with or without penalty, if co-tenancy clauses or sales volume levels are not achieved. The expiration date per the lease is used for these leases in the above table, although early termination is possible.
|
Project
|
|
Type
|
|
Metropolitan Area
|
|
Company's Ownership Interest
|
|
Project Start Date
|
|
Number of Apartment Units/Square Feet
|
|
Estimated Project Cost (2)
|
|
Project Cost Incurred to Date (2)
|
|
Percent Leased
|
|
Percent Occupied
|
|
Initial Occupancy
|
|
|
Estimated Stabilization (5)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Colorado Tower
|
|
Office
|
|
Austin, TX
|
|
100
|
%
|
|
2Q13
|
|
373,000
|
|
|
$126,100
|
|
$21,681
|
|
22
|
%
|
|
—
|
%
|
|
4Q14
|
(3
|
)
|
|
4Q15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Emory Point
(Phase II) |
|
Mixed
|
|
Atlanta, GA
|
|
75
|
%
|
|
4Q13
|
|
|
|
$73,300
|
|
$13,378
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Apartments
|
|
|
|
|
|
|
|
|
|
307
|
|
|
|
|
|
|
—
|
%
|
|
—
|
%
|
|
1Q15
|
(4
|
)
|
|
1Q16
|
|
Retail
|
|
|
|
|
|
|
|
|
|
43,000
|
|
|
|
|
|
|
—
|
%
|
|
—
|
%
|
|
2Q15
|
(4
|
)
|
|
3Q15
|
(1)
|
This schedule shows projects currently under active development through the point of stabilization. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation
|
(2)
|
Amount represents 100% of the estimated project cost. Colorado Tower is being funded 100% by the Company and Emory Point Phase II is being funded with a combination of equity from the partners and a $46 million construction loan. Emory Point Phase II will initially be funded by equity contributions until the partners have contributed their required equity amounts. All subsequent funding is expected to come from the Emory Point Phase II construction loan. As of December 31, 2013, $1,000 was outstanding on the Emory Point Phase II construction loan.
|
(3)
|
Represents the estimated quarter within which the Company estimates the first office square feet to be occupied.
|
(4)
|
Represents the estimated quarter within which the first apartment/retail is expected to be occupied.
|
(5)
|
Stabilization represents the quarter within which the Company estimates it will achieve 90% economic occupancy or one year from Initial Occupancy.
|
|
|
Metropolitan Area
|
|
Company's Ownership Interest
|
|
Developable Land Area (Acres)
|
||
COMMERCIAL
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Wildwood Office Park
|
|
Atlanta
|
|
50.00%
|
|
42
|
|
|
North Point
|
|
Atlanta
|
|
100.00%
|
|
35
|
|
|
Wildwood Office Park
|
|
Atlanta
|
|
100.00%
|
|
18
|
|
|
The Avenue Forsyth-Adjacent Land
|
|
Atlanta
|
|
100.00%
|
|
11
|
|
|
549 / 555 / 557 Peachtree Street
|
|
Atlanta
|
|
100.00%
|
|
1
|
|
|
Georgia
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
||
Round Rock
|
|
Austin
|
|
100.00%
|
|
51
|
|
|
Research Park V
|
|
Austin
|
|
100.00%
|
|
6
|
|
|
Texas
|
|
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
||
Highland City Town Center-Outparcels, Adjacent Land (1) (2) (3)
|
|
Lakeland
|
|
50.50%
|
|
55
|
|
|
Florida
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
||
The Shops of Lee Village-Outparcels (2) (3)
|
|
Nashville
|
|
50.50%
|
|
5
|
|
|
Tennessee
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
||
TOTAL COMMERCIAL LAND ACRES HELD
|
|
|
|
|
|
224
|
|
|
|
|
|
|
|
|
|
||
COMPANY'S SHARE OF TOTAL ACRES HELD
|
|
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
||
COST BASIS OF COMMERCIAL LAND HELD
|
|
|
|
|
|
$
|
49,831
|
|
|
|
|
|
|
|
|
||
COMPANY'S SHARE OF COST BASIS OF COMMERCIAL LAND HELD
|
|
|
|
|
|
$
|
25,181
|
|
|
|
|
|
|
|
|
||
RESIDENTIAL (4)
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Paulding County
|
|
Atlanta
|
|
50.00%
|
|
5,458
|
|
|
Blalock Lakes
|
|
Atlanta
|
|
100.00%
|
|
2,660
|
|
|
Callaway Gardens (5)
|
|
Atlanta
|
|
100.00%
|
|
218
|
|
|
Georgia
|
|
|
|
|
|
8,336
|
|
|
|
|
|
|
|
|
|
||
Padre Island
|
|
Corpus Christi
|
|
50.00%
|
|
15
|
|
|
Texas
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
||
TOTAL RESIDENTIAL LAND ACRES HELD
|
|
|
|
|
|
8,351
|
|
|
|
|
|
|
|
|
|
||
COMPANY'S SHARE OF TOTAL ACRES HELD
|
|
|
|
|
|
5,614
|
|
|
|
|
|
|
|
|
|
||
COST BASIS OF RESIDENTIAL LAND HELD
|
|
|
|
|
|
$
|
25,704
|
|
|
|
|
|
|
|
|
||
COMPANY'S SHARE OF COST BASIS OF RESIDENTIAL LAND HELD
|
|
|
|
|
|
$
|
19,605
|
|
|
|
|
|
|
|
|
||
GRAND TOTAL COMPANY'S SHARE OF ACRES
|
|
|
|
|
|
5,786
|
|
|
|
|
|
|
|
|
|
||
GRAND TOTAL COMPANY'S SHARE OF COST BASIS OF LAND HELD
|
|
|
|
|
|
$
|
44,786
|
|
|
|
|
|
|
|
|
(1)
|
Land is adjacent to an existing retail center and is anticipated to either be sold to a third party or developed as an additional phase of the retail center.
|
(2)
|
Land relates to outparcels available for sale or ground lease.
|
(3)
|
This project is owned through a joint venture with a third party who has contributed equity, but the equity ownership and the allocation of the results of operations and/or gain on sale most likely will be disproportionate.
|
(4)
|
Residential represents land that may be sold to third parties as lots or in large tracts for residential or commercial development.
|
(5)
|
Company's ownership interest is shown at 100% as Callaway Gardens is owned in a joint venture which is consolidated with the Company. The partner is entitled to a share of the profits after the Company's capital is recovered.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item X.
|
Executive Officers of the Registrant
|
Name
|
|
Age
|
|
Office Held
|
Lawrence L. Gellerstedt III
|
|
57
|
|
President, Chief Executive Officer
|
Gregg D. Adzema
|
|
49
|
|
Executive Vice President, Chief Financial Officer
|
John S. McColl
|
|
51
|
|
Executive Vice President
|
M. Colin Connolly
|
|
37
|
|
Senior Vice President, Chief Investment Officer
|
J. Thad Ellis
|
|
53
|
|
Senior Vice President
|
John D. Harris, Jr.
|
|
54
|
|
Senior Vice President, Chief Accounting Officer and Assistant Secretary
|
Pamela F. Roper
|
|
40
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
2013 Quarters
|
|
2012 Quarters
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
High
|
$
|
10.84
|
|
|
$
|
11.28
|
|
|
$
|
10.87
|
|
|
$
|
11.45
|
|
|
$
|
7.81
|
|
|
$
|
8.05
|
|
|
$
|
8.49
|
|
|
$
|
8.57
|
|
Low
|
$
|
8.34
|
|
|
$
|
9.30
|
|
|
$
|
9.59
|
|
|
$
|
9.94
|
|
|
$
|
6.37
|
|
|
$
|
6.85
|
|
|
$
|
7.44
|
|
|
$
|
7.67
|
|
Dividends
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
|
$
|
0.045
|
|
Payment Date
|
2/22/2013
|
|
|
5/29/2013
|
|
|
8/26/2013
|
|
|
12/20/2013
|
|
|
2/23/2012
|
|
|
5/30/2012
|
|
|
8/24/2012
|
|
|
12/21/2012
|
|
|
Total Number
of Shares
Purchased (1)
|
|
Average Price
Paid per Share (1)
|
|||
October 1 - 31
|
3,016
|
|
|
$
|
10.80
|
|
November 1 - 30
|
25
|
|
|
$
|
10.74
|
|
December 1 - 31
|
54
|
|
|
$
|
10.11
|
|
|
3,095
|
|
|
$
|
10.79
|
|
(1)
|
All activity for the fourth quarter of
2013
related to the remittances of shares for income taxes associated with option exercises.
|
|
Fiscal Year Ended
|
||||||||||||||||
Index
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||
Cousins Properties Incorporated
|
100.00
|
|
|
60.06
|
|
|
68.93
|
|
|
54.30
|
|
|
72.39
|
|
|
90.90
|
|
NYSE Composite Index
|
100.00
|
|
|
128.58
|
|
|
146.07
|
|
|
140.71
|
|
|
163.43
|
|
|
206.56
|
|
FTSE NAREIT Equity Index
|
100.00
|
|
|
127.99
|
|
|
163.78
|
|
|
177.36
|
|
|
209.39
|
|
|
214.56
|
|
SNL US REIT Office Index
|
100.00
|
|
|
137.08
|
|
|
166.26
|
|
|
164.77
|
|
|
188.77
|
|
|
201.17
|
|
Item 6.
|
Selected Financial Data
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
($ in thousands, except per share amounts)
|
||||||||||||||||||
Rental property revenues
|
$
|
194,420
|
|
|
$
|
114,208
|
|
|
$
|
94,704
|
|
|
$
|
90,373
|
|
|
$
|
89,141
|
|
Fee income
|
10,891
|
|
|
17,797
|
|
|
13,821
|
|
|
14,442
|
|
|
11,837
|
|
|||||
Other
|
5,430
|
|
|
4,841
|
|
|
9,600
|
|
|
38,008
|
|
|
35,318
|
|
|||||
Total revenues
|
210,741
|
|
|
136,846
|
|
|
118,125
|
|
|
142,823
|
|
|
136,296
|
|
|||||
Rental property operating expenses
|
90,498
|
|
|
50,329
|
|
|
40,817
|
|
|
39,133
|
|
|
41,751
|
|
|||||
Reimbursed expenses
|
5,215
|
|
|
7,063
|
|
|
6,208
|
|
|
6,303
|
|
|
5,382
|
|
|||||
General and administrative expenses
|
21,940
|
|
|
23,208
|
|
|
24,166
|
|
|
28,679
|
|
|
27,550
|
|
|||||
Depreciation and amortization
|
76,277
|
|
|
39,424
|
|
|
30,666
|
|
|
32,602
|
|
|
30,058
|
|
|||||
Interest expense
|
21,709
|
|
|
23,933
|
|
|
26,677
|
|
|
35,136
|
|
|
37,677
|
|
|||||
Impairment losses
|
—
|
|
|
488
|
|
|
96,818
|
|
|
2,554
|
|
|
40,512
|
|
|||||
Other
|
11,697
|
|
|
7,922
|
|
|
9,951
|
|
|
34,142
|
|
|
42,724
|
|
|||||
Total expenses
|
227,336
|
|
|
152,367
|
|
|
235,303
|
|
|
178,549
|
|
|
225,654
|
|
|||||
Loss on extinguishment of debt and interest rate swaps
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
(9,827
|
)
|
|
(2,766
|
)
|
|||||
Benefit (provision) for income taxes from operations
|
23
|
|
|
(91
|
)
|
|
186
|
|
|
1,079
|
|
|
(4,341
|
)
|
|||||
Income (loss) from unconsolidated joint ventures
|
67,325
|
|
|
39,258
|
|
|
(18,299
|
)
|
|
9,493
|
|
|
(68,697
|
)
|
|||||
Gain on sale of investment properties
|
61,288
|
|
|
4,053
|
|
|
3,494
|
|
|
1,946
|
|
|
168,687
|
|
|||||
Income (loss) from continuing operations
|
112,041
|
|
|
27,605
|
|
|
(131,797
|
)
|
|
(33,035
|
)
|
|
3,525
|
|
|||||
Discontinued operations
|
14,788
|
|
|
20,314
|
|
|
8,330
|
|
|
21,002
|
|
|
26,022
|
|
|||||
Net income (loss)
|
126,829
|
|
|
47,919
|
|
|
(123,467
|
)
|
|
(12,033
|
)
|
|
29,547
|
|
|||||
Net income attributable to noncontrolling interests
|
(5,068
|
)
|
|
(2,191
|
)
|
|
(4,958
|
)
|
|
(2,540
|
)
|
|
(2,252
|
)
|
|||||
Preferred share original issuance costs
|
(2,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Preferred dividends
|
(10,008
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|||||
Net income (loss) available to common stockholders
|
$
|
109,097
|
|
|
$
|
32,821
|
|
|
$
|
(141,332
|
)
|
|
$
|
(27,480
|
)
|
|
$
|
14,388
|
|
Net income (loss) from continuing operations attributable to controlling interest per common share—basic and diluted
|
$
|
0.66
|
|
|
$
|
0.12
|
|
|
$
|
(1.44
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.18
|
)
|
Net income (loss) per common share—basic and diluted
|
$
|
0.76
|
|
|
$
|
0.32
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
0.22
|
|
Dividends declared per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.74
|
|
Total assets (at year-end)
|
$
|
2,273,206
|
|
|
$
|
1,124,242
|
|
|
$
|
1,235,535
|
|
|
$
|
1,371,282
|
|
|
$
|
1,491,552
|
|
Notes payable (at year-end)
|
$
|
630,094
|
|
|
$
|
425,410
|
|
|
$
|
539,442
|
|
|
$
|
509,509
|
|
|
$
|
590,208
|
|
Stockholders’ investment (at year-end)
|
$
|
1,457,401
|
|
|
$
|
620,342
|
|
|
$
|
603,692
|
|
|
$
|
760,079
|
|
|
$
|
787,411
|
|
Common shares outstanding (at year-end)
|
189,666
|
|
|
104,090
|
|
|
103,702
|
|
|
103,392
|
|
|
99,782
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2013
|
||||
Total market capitalization (in billions)
|
|
$
|
1.6
|
|
|
$
|
2.9
|
|
Texas square footage to total square footage
|
|
8.9
|
%
|
|
51.5
|
%
|
||
Office square footage to total square footage
|
|
65.6
|
%
|
|
93.8
|
%
|
||
Debt to total market capitalization
|
|
36.5
|
%
|
|
29.5
|
%
|
||
Same property weighted average occupancy (fourth quarter)
|
|
89.0
|
%
|
|
90.4
|
%
|
||
Land as percentage of undepreciated assets
|
|
3.5
|
%
|
|
1.6
|
%
|
||
Annualized general and administrative expense as a percentage of undepreciated assets (fourth quarter)
|
|
1.3
|
%
|
|
0.7
|
%
|
•
|
Increase of $47.9 million as a result of the acquisition of Greenway Plaza and 777 Main ("the Texas Acquisition");
|
•
|
Increase of $31.2 million as a result of the Post Oak Central acquisition;
|
•
|
Increase of $8.6 million as a result of the 816 Congress acquisition;
|
•
|
Increase of $6.5 million as a result of the 2012 acquisition of 2100 Ross;
|
•
|
Increase of $1.9 million at 191 Peachtree due to higher economic occupancy;
|
•
|
Increase of $1.7 million at Mahan Village as a result of the commencement of operations in late 2012;
|
•
|
Increase of $1.3 million at Promenade due to higher economic occupancy; and
|
•
|
Decrease of $19.7 million due to the sale of 50% of the Company’s interest in Terminus 100.
|
•
|
Increase of $15.1 million as a result of the Promenade acquisition in 2011;
|
•
|
Increase of $4.8 million as a result of the 2100 Ross acquisition;
|
•
|
Increase of $1.4 million at 191 Peachtree Tower due to higher economic occupancy; and
|
•
|
Decrease of $2.5 million at 555 North Point as a result of the termination of a lease in 2011. The vacated space was re-leased to a tenant whose lease commenced in the fourth quarter of 2012.
|
•
|
Increase of $20.2 million as a result of the Texas Acquisition;
|
•
|
Increase of $15.6 million as a result of the Post Oak Central acquisition;
|
•
|
Increase of $4.6 million as a result of the 816 Congress acquisition;
|
•
|
Increase of $3.4 million as a result of the 2012 acquisition of 2100 Ross;
|
•
|
Increase of $1.1 million at 191 Peachtree due to higher economic occupancy; and
|
•
|
Decrease of $5.5 million due to the sale of 50% of the Company’s interest in Terminus 100.
|
•
|
Increase of $7.0 million as a result of the 2011 acquisition of Promenade;
|
•
|
Increase of $3.3 million as a result of the 2100 Ross acquisition; and
|
•
|
Decrease of $670,000 at Terminus 100 as a result of lower bad debt expense and lower utilities.
|
•
|
Decrease in employee salaries and benefits, other than stock-based compensation and bonus, of $2.0 million due to a decrease in the number of corporate employees between 2013 and 2012;
|
•
|
Increase in capitalized salaries of $2.3 million as a result of increased development activity;
|
•
|
Increase in stock-based compensation expense of $1.7 million primarily due to an increase in the Company's stock price between years; and
|
•
|
Increase in bonus expense of $1.2 million as a result of the Company exceeding its bonus goals for 2013.
|
•
|
Decrease in employee salaries and benefits, other than stock-based compensation, of approximately $3.2 million due to a decrease in the number of corporate employees between 2012 and 2011;
|
•
|
Increase in stock-based compensation expense of $3.1 million primarily due to an increase in employee grants between years; and
|
•
|
Increase in capitalized salaries of $734,000 as a result of increased development activity.
|
•
|
Lower interest expense of $6.5 million as a result of the sale of 50% of Terminus 100 in 2013;
|
•
|
Lower interest expense of $1.5 million related to lower average borrowings under the Credit Facility during the year;
|
•
|
Higher interest expense of $2.6 million related to the new Post Oak Central loan in 2013;
|
•
|
Higher interest expense of $1.6 million related to the new Promenade loan in 2013;
|
•
|
Higher interest expense of $1.1 million due to lower capitalized interest in 2013 as a result of a reduction in development expenditures in 2013; and
|
•
|
Higher interest expense of $784,000 related to a new mortgage loan on 191 Peachtree Tower that closed in the first quarter of 2012.
|
•
|
Lower interest expense related to lower average borrowings under the Credit Facility during the year;
|
•
|
Lower interest expense as a result of the prepayment of the 100/200 North Point mortgage loan in 2012;
|
•
|
Lower interest expense as a result of the repayment of the 333/555 North Point mortgage loan in 2011;
|
•
|
Lower interest expense due to higher capitalized interest in 2012; and
|
•
|
Higher interest expense related to a new mortgage loan on 191 Peachtree Tower that closed in the first quarter of 2012.
|
•
|
Increase of $21.6 million as a result of the Texas Acquisition;
|
•
|
Increase of $11.7 million as a result of the Post Oak Central acquisition;
|
•
|
Increase of $4.3 million as a result of the 816 Congress acquisition;
|
•
|
Increase of $4.4 million as a result of the 2011 acquisition of 2100 Ross;
|
•
|
Increase of $1.2 million at 191 Peachtree due to higher economic occupancy;
|
•
|
Increase of $662,000 at Mahan Village as a result of the commencement of operations in late 2012;
|
•
|
Increase of $572,000 at Promenade due to higher economic occupancy; and
|
•
|
Decrease of $8.0 million due to the sale of 50% of the Company’s interest in Terminus 100.
|
•
|
Increase of $6.8 million as a result of the Promenade acquisition in 2011;
|
•
|
Increase of $2.3 million as a result of the 2100 Ross acquisition; and
|
•
|
Decrease of $1.0 million at 555 North Point Center East due to accelerated amortization recognized in 2011 of tenant assets for a tenant that terminated its lease prior to the originally scheduled end date.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income (Loss) Available to Common Stockholders
|
$
|
109,097
|
|
|
$
|
32,821
|
|
|
$
|
(141,332
|
)
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Consolidated properties
|
75,524
|
|
|
38,349
|
|
|
28,978
|
|
|||
Discontinued properties
|
3,083
|
|
|
13,479
|
|
|
23,395
|
|
|||
Share of unconsolidated joint ventures
|
13,434
|
|
|
10,215
|
|
|
10,337
|
|
|||
Impairment losses on depreciable investment properties, net of amounts attributable to noncontrolling interests
|
—
|
|
|
11,748
|
|
|
7,632
|
|
|||
Gain on sale of investment properties:
|
|
|
|
|
|
||||||
Consolidated properties
|
(60,587
|
)
|
|
(334
|
)
|
|
(624
|
)
|
|||
Discontinued properties
|
(6,469
|
)
|
|
(10,948
|
)
|
|
(8,519
|
)
|
|||
Share of unconsolidated joint ventures
|
(60,345
|
)
|
|
(30,662
|
)
|
|
—
|
|
|||
Other
|
3,397
|
|
|
1,824
|
|
|
3,258
|
|
|||
Funds From Operations Available to Common Stockholders
|
$
|
77,134
|
|
|
$
|
66,492
|
|
|
$
|
(76,875
|
)
|
Per Common Share—Basic and Diluted:
|
|
|
|
|
|
||||||
Net Income (Loss) Available
|
$
|
0.76
|
|
|
$
|
0.32
|
|
|
$
|
(1.36
|
)
|
Funds From Operations
|
$
|
0.53
|
|
|
$
|
0.64
|
|
|
$
|
(0.74
|
)
|
Weighted Average Shares—Basic
|
144,255
|
|
|
104,117
|
|
|
103,651
|
|
|||
Weighted Average Shares—Diluted
|
144,420
|
|
|
104,125
|
|
|
103,651
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net Operating Income - Consolidated Properties
|
|
|
|
|
||||
Rental property revenues
|
|
$
|
194,420
|
|
|
$
|
114,208
|
|
Rental property expenses
|
|
(90,498
|
)
|
|
(50,329
|
)
|
||
Net Operating Income - Consolidated Properties
|
|
103,922
|
|
|
63,879
|
|
||
Net Operating Income - Discontinued Operations
|
|
|
|
|
||||
Rental property revenues
|
|
10,552
|
|
|
33,918
|
|
||
Rental property expenses
|
|
(4,157
|
)
|
|
(10,936
|
)
|
||
Net Operating Income - Discontinued Operations
|
|
6,395
|
|
|
22,982
|
|
||
Net Operating Income - Unconsolidated Joint Ventures
|
|
27,763
|
|
|
23,596
|
|
||
Total Net Operating Income
|
|
$
|
138,080
|
|
|
$
|
110,457
|
|
|
|
|
|
|
||||
Net Operating Income:
|
|
|
|
|
||||
Same Property
|
|
$
|
60,621
|
|
|
$
|
57,942
|
|
Non-Same Property
|
|
77,459
|
|
|
52,515
|
|
||
Net Operating Income
|
|
$
|
138,080
|
|
|
$
|
110,457
|
|
Change year over year in Net Operating Income - Same Property
|
|
4.6
|
%
|
|
|
•
|
Net cash from operations;
|
•
|
Sales of assets;
|
•
|
Borrowings under its Credit Facility;
|
•
|
Proceeds from mortgage notes payable;
|
•
|
Proceeds from equity offerings; and
|
•
|
Joint venture formations.
|
•
|
Property acquisitions;
|
•
|
Expenditures on development projects;
|
•
|
Building improvements, tenant improvements, and leasing costs;
|
•
|
Principal and interest payments on indebtedness; and
|
•
|
Common and preferred stock dividends.
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Company debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unsecured Credit Facility and construction loan
|
$
|
54,545
|
|
|
$
|
14,470
|
|
|
$
|
40,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mortgage notes payable
|
575,549
|
|
|
8,406
|
|
|
32,754
|
|
|
240,771
|
|
|
293,618
|
|
|||||
Interest commitments (1)
|
150,455
|
|
|
27,988
|
|
|
53,079
|
|
|
38,795
|
|
|
30,593
|
|
|||||
Ground leases
|
149,895
|
|
|
1,382
|
|
|
3,377
|
|
|
3,486
|
|
|
141,650
|
|
|||||
Other operating leases
|
551
|
|
|
186
|
|
|
279
|
|
|
86
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
930,995
|
|
|
$
|
52,432
|
|
|
$
|
129,564
|
|
|
$
|
283,138
|
|
|
$
|
465,861
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded tenant improvements
|
101,547
|
|
|
101,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Performance bonds
|
1,386
|
|
|
117
|
|
|
100
|
|
|
1,169
|
|
|
—
|
|
|||||
Total commitments
|
$
|
103,933
|
|
|
$
|
102,664
|
|
|
$
|
100
|
|
|
$
|
1,169
|
|
|
$
|
—
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
December 31, 2013
.
|
•
|
Increase of $29.7 million in operating distributions from joint ventures due to the sale of the Company's interests in CP Venture Two LLC and CP Venture Five LLC and the sale of The Avenue Murfreesboro through CF Murfreesboro Associates;
|
•
|
Increase of
$1.9 million
as a result of lower interest paid due to lower average debt outstanding and a lower weighted average interest rate;
|
•
|
Decrease of $22.8 million as a result of discontinued operations;
|
•
|
Decrease of $14.2 million related to the deconsolidation of Terminus 100;
|
•
|
Decrease of $6.7 million as a result of higher acquisition and related costs associated with increased acquisition activity;
|
•
|
Decrease of $3.5 million in fee income as a result of the sale of the Company's interest in CP Venture Two LLC and CP Venture Five LLC and the sale of The Avenue Murfreesboro through CF Murfreesboro Associates;
|
•
|
Decrease of $3.5 million due to the receipt of a lease termination fee in 2012;
|
•
|
Decrease of $3.4 million related to a participation interest in a former development project in 2012; and
|
•
|
The remaining increase is primarily a result of acquisition activities in 2013 and 2012 and increased occupancy at 191 Peachtree Tower and Promenade in 2013.
|
•
|
Increase of $28.5 million in operating distributions from joint ventures due to the sale of the Company's interest in Palisades West LLC and distribution the Company received from Ten Peachtree Place Associates as a result of the sale of the Ten Peachtree Place building;
|
•
|
Increase of $3.5 million due to the receipt of a lease termination fee;
|
•
|
Increase of $3.4 million related to a participation interest in a former development project; and
|
•
|
Increase of
$2.8 million
as a result of lower interest paid due to lower average debt outstanding.
|
•
|
Increase of $1.4 billion in acquisition, development, and tenant asset expenditures. This increase is primarily attributable to the acquisition of Post Oak Central, 816 Congress, Greenway Plaza, and 777 Main in 2013 and 2100 Ross in 2012;
|
•
|
Increase of $94.4 million due to a decrease in investment property sales. In 2013, the Company sold two operating properties and three tracts of land. In 2012, the Company sold six operating properties and four tracts of land;
|
•
|
Increase of $3.7 million due to a decrease in proceeds from the sale of the third party management and leasing business; and
|
•
|
Decrease of $15.9 million from joint ventures. In 2013, the Company sold its investments in CP Venture Two LLC and CP Venture Five LLC, sold The Avenue Murfreesboro retail center through CF Murfreesboro Associates, and received distributions from Crawford Long - CPI LLC as a result of a new mortgage note financing. In 2012, the Company sold its investment in Palisades West, received distributions from Ten Peachtree Place Associates from the sale of its only asset, and received distributions from CL Realty, L.L.C. and Temco Associates in connection with the sale of most of the assets owned in these two ventures. In addition, the Company invested more in its joint ventures as a result of capital contributions in EP II, which was formed and initially capitalized in 2013.
|
•
|
Increase of $129.8 million from investment property sales. In 2012, the Company sold six operating properties and four tracts of land. In 2011, the Company sold four operating properties and three tracts of land.
|
•
|
Increase of $76.8 million from a decrease in acquisition, development and tenant asset expenditures. This decrease is primarily attributable to the differences in the purchase prices for the 2012 purchase of 2100 Ross and the 2011 purchase of Promenade;
|
•
|
Increase of $75.7 million from joint ventures. In 2012, the Company sold its investment in Palisades West, received distributions from Ten Peachtree Place Associates from the sale of its only asset, and received distributions from CL Realty, L.L.C. and Temco Associates in connection with the sale of most of the assets owned in these two ventures. In addition, the Company invested less in its joint ventures as a result of lower capital contributions in EP I, which was formed and initially capitalized in 2011;
|
•
|
Increase of $8.2 million from the sale of the Company's third party management and leasing business; and
|
•
|
Decrease of $8.5 million from the use of restricted cash for tenant improvements.
|
•
|
Increase of $826.2 million from the issuance of common stock;
|
•
|
Increase of $380.5 million from new debt, net of repayments;
|
•
|
Decrease of $74.8 million from the redemption of preferred shares;
|
•
|
Decrease of $9.9 million due to an increase of distributions to noncontrolling interests as a result of the sale of the Company's interest in CP Venture Five LLC; and
|
•
|
Decrease of $8.4 million due to an increase in common dividends paid related to the increase in common shares outstanding.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Acquisition of property
|
$
|
1,470,147
|
|
|
$
|
63,562
|
|
|
$
|
134,733
|
|
Projects under development
|
16,829
|
|
|
13,387
|
|
|
10,741
|
|
|||
Redevelopment property—leasing costs
|
—
|
|
|
—
|
|
|
3,420
|
|
|||
Redevelopment property—building improvements
|
—
|
|
|
—
|
|
|
6,036
|
|
|||
Operating properties—leasing costs
|
14,594
|
|
|
20,179
|
|
|
25,476
|
|
|||
Operating properties—building improvements
|
20,726
|
|
|
4,499
|
|
|
1,420
|
|
|||
Land held for investment
|
—
|
|
|
480
|
|
|
57
|
|
|||
Capitalized interest
|
518
|
|
|
407
|
|
|
117
|
|
|||
Capitalized salaries
|
5,230
|
|
|
1,515
|
|
|
1,532
|
|
|||
Accrued capital adjustment
|
(1,781
|
)
|
|
1,040
|
|
|
(1,623
|
)
|
|||
Total property acquisition, development and tenant asset expenditures
|
$
|
1,526,263
|
|
|
$
|
105,069
|
|
|
$
|
181,909
|
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
($ in thousands)
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Notes Payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed Rate
|
$
|
8,405
|
|
|
$
|
8,825
|
|
|
$
|
23,967
|
|
|
$
|
136,627
|
|
|
$
|
104,106
|
|
|
$
|
293,619
|
|
|
$
|
575,549
|
|
Average Interest Rate
|
4.86
|
%
|
|
4.87
|
%
|
|
5.23
|
%
|
|
6.30
|
%
|
|
3.42
|
%
|
|
4.40
|
%
|
|
4.72
|
%
|
|||||||
Variable Rate
|
$
|
14,470
|
|
|
$
|
—
|
|
|
$
|
40,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,545
|
|
Average Interest Rate (1)
|
1.67
|
%
|
|
—
|
|
|
1.82
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.71
|
%
|
(1)
|
Interest rates on variable rate notes payable are equal to the variable rates in effect on
December 31, 2013
.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(Unaudited)
|
||||||||||||||
2013:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
38,266
|
|
|
$
|
42,521
|
|
|
$
|
50,434
|
|
|
$
|
79,520
|
|
Income from unconsolidated joint ventures
|
1,652
|
|
|
1,132
|
|
|
63,078
|
|
|
1,463
|
|
||||
Gain (loss) on sale of investment properties
|
57,153
|
|
|
406
|
|
|
3,801
|
|
|
(72
|
)
|
||||
Income from continuing operations
|
56,011
|
|
|
46
|
|
|
55,434
|
|
|
550
|
|
||||
Discontinued operations
|
897
|
|
|
773
|
|
|
9,603
|
|
|
3,515
|
|
||||
Net income
|
56,904
|
|
|
819
|
|
|
65,037
|
|
|
4,069
|
|
||||
Net income attributable to controlling interest
|
56,397
|
|
|
304
|
|
|
61,158
|
|
|
3,902
|
|
||||
Net income (loss) available to common stockholders
|
53,170
|
|
|
(5,579
|
)
|
|
59,381
|
|
|
2,125
|
|
||||
Basic and diluted net income (loss) per common share
|
0.51
|
|
|
(0.05
|
)
|
|
0.36
|
|
|
0.01
|
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(Unaudited)
|
||||||||||||||
2012:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
31,861
|
|
|
$
|
30,961
|
|
|
$
|
37,690
|
|
|
$
|
36,334
|
|
Impairment losses
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
—
|
|
||||
Income from unconsolidated joint ventures
|
2,186
|
|
|
9,762
|
|
|
2,268
|
|
|
25,042
|
|
||||
Gain on sale of investment properties
|
57
|
|
|
29
|
|
|
60
|
|
|
3,907
|
|
||||
Income (loss) from continuing operations
|
(2,606
|
)
|
|
5,696
|
|
|
749
|
|
|
23,766
|
|
||||
Discontinued operations
|
(8,748
|
)
|
|
4,534
|
|
|
12,529
|
|
|
11,999
|
|
||||
Net income (loss)
|
(11,354
|
)
|
|
10,230
|
|
|
13,278
|
|
|
35,765
|
|
||||
Net income (loss) attributable to controlling interest
|
(9,885
|
)
|
|
9,628
|
|
|
12,670
|
|
|
33,315
|
|
||||
Net income (loss) available to common stockholders
|
(13,112
|
)
|
|
6,401
|
|
|
9,444
|
|
|
30,088
|
|
||||
Basic and diluted net income (loss) per common share
|
(0.13
|
)
|
|
0.06
|
|
|
0.09
|
|
|
0.29
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
(a)
|
1.
Financial Statements
|
A.
|
The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report:
|
|
|
Page Number
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets—December 31, 2013 and 2012
|
F-3
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012, and 2011
|
F-4
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2013, 2012, and 2011
|
F-6
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011
|
F-8
|
|
Notes to Consolidated Financial Statements
|
F-9
|
2.
|
Financial Statement Schedule
|
|
|
Page Number
|
|
A. Schedule III—Real Estate and Accumulated Depreciation—December 31, 2013
|
S-1 through S-4
|
(b)
|
Exhibits
|
2.1
|
|
First Amendment to Membership Interest Purchase Agreement between 3280 Peachtree III LLC and MSREF VII Global U.S. Holdings (FRC), L.L.C., dated January 30, 2013, filed as Exhibit 2.2 to the Registrant's Form 8-K/A filed on March 26, 2013, and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
|
|
|
|
2.2
|
|
Sale and Contribution Agreement between Cousins Properties Incorporated, 3280 Peachtree I LLC, 3280 Peachtree III LLC and Terminus Acquisition Company LLC, dated February 4, 2013, filed as Exhibit 2.3 to the Registrant's Form 8-K/A filed on March 26, 2013, and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
|
|
|
|
2.3
|
|
Purchase and Sale Agreement (Post Oak Central) between Crescent POC Investors, L.P. and Cousins POC I LLC, dated February 4, 2013, filed as Exhibit 2.4 to the Registrant's Form 8-K/A filed on March 26, 2013, and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
|
|
|
|
2.4
|
|
Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC and Cousins Properties Incorporated, filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2013 and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
|
|
|
|
2.5
|
|
Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent One SPV, LLC and Cousins Properties Incorporated, filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed July 29, 2013 and incorporated herein by reference. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)
|
|
|
|
3.1
|
|
Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.
|
|
|
|
3.1.1
|
|
Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.
|
|
|
|
3.1.2
|
|
Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
|
|
|
|
3.1.3
|
|
Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2010, and incorporated herein by reference.
|
|
|
|
3.2
|
|
Bylaws of the Registrant, as amended and restated December 4, 2012, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2012, and incorporated herein by reference.
|
|
|
|
4(a)
|
|
Dividend Reinvestment Plan as restated as of March 27, 1995, filed in the Registrant’s Form S-3 dated March 27, 1995, and incorporated herein by reference.
|
|
|
|
10(a)(i)*
|
|
Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and restated, approved by the Stockholders on May 6, 2008, filed as Annex B to the Registrant’s Proxy Statement dated April 13, 2008, and incorporated herein by reference.
|
|
|
|
10(a)(ii)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 9, 2005, and incorporated herein by reference.
|
|
|
|
10(a)(iii)*
|
|
Amendment No. 1 to Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10(a)(iii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2006, and incorporated herein by reference.
|
|
|
|
10(a)(iv)*
|
|
Cousins Properties Incorporated 1999 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option and Stock Appreciation Right Certificate, amended effective December 6, 2007, filed as Exhibit 10(a)(vi) to the Registrant’s Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
|
|
|
|
10(a)(v)*
|
|
Cousins Properties Incorporated 1999 Incentive Stock Plan – Form of Key Employee Incentive Stock Option and Stock Appreciation Right Certificate, amended effective December 6, 2007, filed as Exhibit 10(a)(vii) to the Registrant’s Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
|
|
|
|
10(a)(vi)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated December 11, 2006, and incorporated herein by reference.
|
|
|
|
10(a)(vii)*
|
|
Amendment No. 2 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 18, 2006, and incorporated herein by reference.
|
|
|
|
10(a)(viii)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for Directors, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 18, 2006, and incorporated herein by reference.
|
|
|
|
10(a)(ix)*
|
|
Form of Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2007, and incorporated herein by reference.
|
|
|
|
10(a)(x)*
|
|
Amendment No. 1 to the Cousins Properties Incorporated 1999 Incentive Stock Plan, filed as Exhibit 10(a)(ii) to the Registrant’s Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.
|
|
|
|
10(a)(xi)*
|
|
Amendment No. 4 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated September 8, 2008, filed as Exhibit 10(a)(xiii) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
|
|
|
|
10(a)(xii)*
|
|
Amendment No. 5 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan dated February 16, 2009, filed as Exhibit 10(a)(xiv) to the Registrant’s Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
|
|
|
|
10(a)(xiii)*
|
|
Form of Amendment Number One to Change in Control Severance Agreement filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xiv)*
|
|
Amendment Number 6 to the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xv)*
|
|
Form of Cousins Properties Incorporated Cash Long Term Incentive Award Certificate filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated May 12, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xvi)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan, as approved by the Stockholders on May 12, 2009, filed as Annex B to the Registrant’s Proxy Statement dated April 3, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xvii)*
|
|
Cousins Properties Incorporated Director Non-Incentive Stock Option and Stock Appreciation Right Certificate under the Cousins Properties Incorporated 2009 Incentive Stock Plan, filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xviii)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2010-2012 Performance Period filed as Exhibit 10(a)(xx) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xix)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxi) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xx)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate filed as Exhibit 10(a)(xxii) to the Registrant’s Form 10-K for the year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
10(a)(xxi)*
|
|
Form of New Change in Control Severance Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.
|
|
|
|
10(a)(xxii)*
|
|
Form of Amendment Number Two to Change in Control Severance Agreement, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 7, 2011, and incorporated herein by reference.
|
|
|
|
10(a)(xxiii)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate filed as Exhibit 10(a)(xxv) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
10(a)(xxiv)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvi) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
10(a)(xxv)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Incentive Stock Option Certificate filed as Exhibit 10(a)(xxvii) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
10(a)(xxvi)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2011-2013 Performance Period filed as Exhibit 10(a)(xxviii) to the Registrant’s Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
10(a)(xxvii)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2012-2016 Performance Period filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2012, and incorporated herein by reference.
|
|
|
|
10(a)(xxviii)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Key Employee Incentive Stock Option Certificate filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 3, 2012, and incorporated herein by reference.
|
|
|
|
10(a)(xxix)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan – Form of Restricted Stock Unit Certificate for 2012-2016 Performance Period, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 3, 2012 and incorporated herein by reference.
|
|
|
|
10(a)(xxx)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on February 3, 2012 and incorporated herein by reference.
|
|
|
|
10(a)(xxxi)*†
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2014-2016 Performance Period.
|
|
|
|
10(a)(xxxii)*†
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate.
|
|
|
|
10(d)*
|
|
Retirement and Consulting Agreement and General Release with James A. Fleming dated August 9, 2010, filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference.
|
|
|
|
10(e)
|
|
Loan Agreement dated as of August 31, 2007, between Cousins Properties Incorporated, a Georgia corporation, as Borrower and JP Morgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, as Lender, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference.
|
|
|
|
10(f)
|
|
Loan Agreement dated as of October 16, 2007, between 3280 Peachtree I LLC, a Georgia limited liability corporation, as Borrower and The Northwestern Mutual Life Insurance Company, as Lender, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 17, 2007, and incorporated herein by reference.
|
|
|
|
10(g)
|
|
Contribution and Formation Agreement between Cousins Properties Incorporated, CP Venture Three LLC and The Prudential Insurance Company of America, including Exhibit U thereto, filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on May 4, 2006, and incorporated herein by reference.
|
|
|
|
10(h)
|
|
Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 18, 2007, and incorporated herein by reference.
|
|
|
|
10(i)
|
|
Second Amended and Restated Credit Agreement, dated as of February 28, 2012, among Cousins Properties Incorporated as the Principal Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer; JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C Issuer; Wells Fargo Bank, N.A., PNC Bank, N. A., U.S. Bank National, N. A., and SunTrust Bank, as Co-Documentation Agents; Merrill Lynch, Pierce, Fenner & Smith Inc. and J.P. Morgan Securities LLC as Joint Lead Arrangers and Joint Bookrunners; and the Other Lenders Party Hereto, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 1, 2012, and incorporated herein by reference.
|
|
|
|
10(j)*
|
|
Retirement and Consulting Agreement and General Release between Cousins Properties Incorporated and Craig B. Jones dated September 20, 2012, filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2012, and incorporated herein by reference.
|
|
|
|
10(k)
|
|
Loan Agreement dated as of July 29, 2013 among Cousins Properties Incorporated, as the Borrower, certain consolidated entities of the Borrower from time to time party thereto, as the Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and the other Lenders party thereto, filed as Exhibit 10.1 to the Registrant’s Amendment No. 1 to Current Report on Form 8-K filed July 29, 2013 and incorporated herein by reference.
|
|
|
|
11
|
|
Computation of Per Share Earnings. Data required by SFAS No. 128, “Earnings Per Share,” is provided in note 17 of notes to consolidated financial statements included in this Annual Report on Form 10-K, and incorporated herein by reference.
|
|
|
|
21†
|
|
Subsidiaries of the Registrant.
|
|
|
|
23†
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1†
|
|
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2†
|
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1†
|
|
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2†
|
|
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101†
|
|
The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of operations, (iii) the condensed consolidated statements of equity, (iv) the condensed consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
†
|
Filed herewith.
|
|
|
Cousins Properties Incorporated
(Registrant)
|
||
Dated:
|
February 13, 2014
|
|
||
|
|
BY:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Gregg D. Adzema
|
|
|
|
|
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
|
Signature
|
|
Capacity
|
|
Date
|
/s/ Lawrence L. Gellerstedt III
|
|
Chief Executive Officer,
|
|
February 13, 2014
|
Lawrence L. Gellerstedt III
|
|
President and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Gregg D. Adzema
|
|
Executive Vice President and
|
|
February 13, 2014
|
Gregg D. Adzema
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ John D. Harris, Jr.
|
|
Senior Vice President, Chief
|
|
February 13, 2014
|
John D. Harris, Jr.
|
|
Accounting Officer and Assistant Secretary
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Tom G. Charlesworth
|
|
Director
|
|
February 13, 2014
|
Tom G. Charlesworth
|
|
|
|
|
|
|
|
|
|
/s/ James D. Edwards
|
|
Director
|
|
February 13, 2014
|
James D. Edwards
|
|
|
|
|
|
|
|
|
|
/s/ Lillian C. Giornelli
|
|
Director
|
|
February 13, 2014
|
Lillian C. Giornelli
|
|
|
|
|
|
|
|
|
|
/s/ S. Taylor Glover
|
|
Chairman of the Board of Directors
|
|
February 13, 2014
|
S. Taylor Glover
|
|
|
|
|
|
|
|
|
|
/s/ James H. Hance, Jr.
|
|
Director
|
|
February 13, 2014
|
James H. Hance, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ William Porter Payne
|
|
Director
|
|
February 13, 2014
|
William Porter Payne
|
|
|
|
|
|
|
|
|
|
/s/ R. Dary Stone
|
|
Director
|
|
February 13, 2014
|
R. Dary Stone
|
|
|
|
|
Cousins Properties Incorporated
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Operating properties, net of accumulated depreciation of $235,707 and $255,128 in 2013 and 2012, respectively
|
$
|
1,828,437
|
|
|
$
|
669,652
|
|
Projects under development, net of accumulated depreciation of $0 and $183 in 2013 and 2012, respectively
|
21,681
|
|
|
25,209
|
|
||
Land
|
35,053
|
|
|
42,187
|
|
||
Other
|
—
|
|
|
151
|
|
||
|
1,885,171
|
|
|
737,199
|
|
||
Operating properties and related assets held for sale, net of accumulated depreciation of $21,444 and $2,947 in 2013 and 2012, respectively
|
24,554
|
|
|
1,866
|
|
||
Cash and cash equivalents
|
975
|
|
|
176,892
|
|
||
Restricted cash
|
2,810
|
|
|
2,852
|
|
||
Notes and accounts receivable, net of allowance for doubtful accounts of $1,827 and $1,743 in 2013 and 2012, respectively
|
11,778
|
|
|
9,972
|
|
||
Deferred rents receivable
|
39,969
|
|
|
39,378
|
|
||
Investment in unconsolidated joint ventures
|
107,082
|
|
|
97,868
|
|
||
Intangible assets, net of accumulated amortization of $37,544 and $15,153 in 2013 and 2012, respectively
|
170,973
|
|
|
33,280
|
|
||
Other assets
|
29,894
|
|
|
24,935
|
|
||
Total assets
|
$
|
2,273,206
|
|
|
$
|
1,124,242
|
|
Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
630,094
|
|
|
$
|
425,410
|
|
Accounts payable and accrued expenses
|
76,668
|
|
|
34,751
|
|
||
Deferred income
|
25,754
|
|
|
11,888
|
|
||
Intangible liabilities, net of accumulated amortization of $6,323 and $13,986 in 2013 and 2012, respectively
|
66,476
|
|
|
7,520
|
|
||
Other liabilities
|
15,242
|
|
|
1,720
|
|
||
Total liabilities
|
814,234
|
|
|
481,289
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Stockholders' investment:
|
|
|
|
||||
Preferred stock, 20,000,000 shares authorized, $1 par value:
|
|
|
|
||||
7.75% Series A cumulative redeemable preferred stock, $25 liquidation preference; 0 and 2,993,090 shares issued and outstanding in 2013 and 2012, respectively
|
—
|
|
|
74,827
|
|
||
7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 3,791,000 shares issued and outstanding in 2013 and 2012
|
94,775
|
|
|
94,775
|
|
||
Common stock, $1 par value, 250,000,000 shares authorized, 193,236,454 and 107,660,080 shares issued in 2013 and 2012, respectively
|
193,236
|
|
|
107,660
|
|
||
Additional paid-in capital
|
1,420,951
|
|
|
690,024
|
|
||
Treasury stock at cost, 3,570,082 shares in 2013 and 2012
|
(86,840
|
)
|
|
(86,840
|
)
|
||
Distributions in excess of cumulative net income
|
(164,721
|
)
|
|
(260,104
|
)
|
||
Total stockholders' investment
|
1,457,401
|
|
|
620,342
|
|
||
Nonredeemable noncontrolling interests
|
1,571
|
|
|
22,611
|
|
||
Total equity
|
1,458,972
|
|
|
642,953
|
|
||
Total liabilities and equity
|
$
|
2,273,206
|
|
|
$
|
1,124,242
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental property revenues
|
$
|
194,420
|
|
|
$
|
114,208
|
|
|
$
|
94,704
|
|
Fee income
|
10,891
|
|
|
17,797
|
|
|
13,821
|
|
|||
Other
|
5,430
|
|
|
4,841
|
|
|
9,600
|
|
|||
|
210,741
|
|
|
136,846
|
|
|
118,125
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Rental property operating expenses
|
90,498
|
|
|
50,329
|
|
|
40,817
|
|
|||
Reimbursed expenses
|
5,215
|
|
|
7,063
|
|
|
6,208
|
|
|||
General and administrative expenses
|
21,940
|
|
|
23,208
|
|
|
24,166
|
|
|||
Interest expense
|
21,709
|
|
|
23,933
|
|
|
26,677
|
|
|||
Impairment losses
|
—
|
|
|
488
|
|
|
96,818
|
|
|||
Depreciation and amortization
|
76,277
|
|
|
39,424
|
|
|
30,666
|
|
|||
Separation expenses
|
520
|
|
|
1,985
|
|
|
197
|
|
|||
Acquisition and related costs
|
7,484
|
|
|
793
|
|
|
468
|
|
|||
Other
|
3,693
|
|
|
5,144
|
|
|
9,286
|
|
|||
|
227,336
|
|
|
152,367
|
|
|
235,303
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(94
|
)
|
|
—
|
|
|||
Loss from continuing operations before taxes, unconsolidated joint ventures, and sale of investment properties
|
(16,595
|
)
|
|
(15,615
|
)
|
|
(117,178
|
)
|
|||
Benefit (provision) for income taxes from operations
|
23
|
|
|
(91
|
)
|
|
186
|
|
|||
Income (loss) from unconsolidated joint ventures
|
67,325
|
|
|
39,258
|
|
|
(18,299
|
)
|
|||
Income (loss) from continuing operations before gain on sale of investment properties
|
50,753
|
|
|
23,552
|
|
|
(135,291
|
)
|
|||
Gain on sale of investment properties
|
61,288
|
|
|
4,053
|
|
|
3,494
|
|
|||
Income (loss) from continuing operations
|
112,041
|
|
|
27,605
|
|
|
(131,797
|
)
|
|||
Income from discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
3,299
|
|
|
1,907
|
|
|
(189
|
)
|
|||
Gain on sale of investment properties
|
11,489
|
|
|
18,407
|
|
|
8,519
|
|
|||
|
14,788
|
|
|
20,314
|
|
|
8,330
|
|
|||
Net income (loss)
|
126,829
|
|
|
47,919
|
|
|
(123,467
|
)
|
|||
Net income attributable to noncontrolling interests
|
(5,068
|
)
|
|
(2,191
|
)
|
|
(4,958
|
)
|
|||
Net income (loss) attributable to controlling interests
|
121,761
|
|
|
45,728
|
|
|
(128,425
|
)
|
|||
Preferred share original issuance costs
|
(2,656
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends to preferred stockholders
|
(10,008
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|||
Net income (loss) available to common stockholders
|
$
|
109,097
|
|
|
$
|
32,821
|
|
|
$
|
(141,332
|
)
|
Per common share information — basic and diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
0.66
|
|
|
$
|
0.12
|
|
|
$
|
(1.44
|
)
|
Income from discontinued operations
|
0.10
|
|
|
0.20
|
|
|
0.08
|
|
|||
Net income (loss) available to common stockholders
|
$
|
0.76
|
|
|
$
|
0.32
|
|
|
$
|
(1.36
|
)
|
Weighted average shares — basic
|
144,255
|
|
|
104,117
|
|
|
103,651
|
|
|||
Weighted average shares — diluted
|
144,420
|
|
|
104,125
|
|
|
103,651
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Distributions in
Excess of
Cumulative
Net Income
|
|
Stockholders’
Investment
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance December 31, 2010
|
|
$
|
169,602
|
|
|
$
|
106,962
|
|
|
$
|
684,551
|
|
|
$
|
(86,840
|
)
|
|
$
|
(114,196
|
)
|
|
$
|
760,079
|
|
|
$
|
32,772
|
|
|
$
|
792,851
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,425
|
)
|
|
(128,425
|
)
|
|
3,525
|
|
|
(124,900
|
)
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Director stock grants
|
|
—
|
|
|
82
|
|
|
625
|
|
|
—
|
|
|
—
|
|
|
707
|
|
|
—
|
|
|
707
|
|
||||||||
Stock option exercises
|
|
—
|
|
|
4
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
Restricted stock grants, net of amounts withheld for income taxes
|
|
—
|
|
|
243
|
|
|
(252
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(19
|
)
|
|
2,131
|
|
|
—
|
|
|
—
|
|
|
2,112
|
|
|
—
|
|
|
2,112
|
|
||||||||
Distribution to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,894
|
)
|
|
(3,894
|
)
|
||||||||
Contributions from nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|
1,300
|
|
||||||||
Change in fair value of redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
|
766
|
|
||||||||
Cash preferred dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|
—
|
|
|
(12,907
|
)
|
||||||||
Cash common dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,649
|
)
|
|
(18,649
|
)
|
|
—
|
|
|
(18,649
|
)
|
||||||||
Balance December 31, 2011
|
|
$
|
169,602
|
|
|
$
|
107,272
|
|
|
$
|
687,835
|
|
|
$
|
(86,840
|
)
|
|
$
|
(274,177
|
)
|
|
$
|
603,692
|
|
|
$
|
33,703
|
|
|
$
|
637,395
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,728
|
|
|
45,728
|
|
|
4,194
|
|
|
49,922
|
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Director stock grants
|
|
—
|
|
|
72
|
|
|
468
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|
540
|
|
||||||||
Restricted stock grants, net of amounts withheld for income taxes
|
|
—
|
|
|
452
|
|
|
(659
|
)
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
(207
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(136
|
)
|
|
2,380
|
|
|
—
|
|
|
—
|
|
|
2,244
|
|
|
—
|
|
|
2,244
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,286
|
)
|
|
(15,286
|
)
|
||||||||
Cash preferred dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|
—
|
|
|
(12,907
|
)
|
||||||||
Cash common dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,748
|
)
|
|
(18,748
|
)
|
|
—
|
|
|
(18,748
|
)
|
||||||||
Balance Balance December 31, 2012
|
|
$
|
169,602
|
|
|
$
|
107,660
|
|
|
$
|
690,024
|
|
|
$
|
(86,840
|
)
|
|
$
|
(260,104
|
)
|
|
$
|
620,342
|
|
|
$
|
22,611
|
|
|
$
|
642,953
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,761
|
|
|
121,761
|
|
|
5,000
|
|
|
126,761
|
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Director stock grants
|
|
—
|
|
|
50
|
|
|
494
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|
—
|
|
|
544
|
|
||||||||
Stock option exercises
|
|
—
|
|
|
31
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
||||||||
Common stock offering, net of issuance costs
|
|
—
|
|
|
85,507
|
|
|
740,726
|
|
|
—
|
|
|
—
|
|
|
826,233
|
|
|
—
|
|
|
826,233
|
|
||||||||
Restricted stock grants, net of amounts withheld for income taxes
|
|
—
|
|
|
30
|
|
|
(1,209
|
)
|
|
—
|
|
|
—
|
|
|
(1,179
|
)
|
|
—
|
|
|
(1,179
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(42
|
)
|
|
1,940
|
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,040
|
)
|
|
(26,040
|
)
|
||||||||
Redemption of preferred shares
|
|
(74,827
|
)
|
|
—
|
|
|
(10,822
|
)
|
|
—
|
|
|
10,822
|
|
|
(74,827
|
)
|
|
—
|
|
|
(74,827
|
)
|
||||||||
Cash preferred dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,008
|
)
|
|
(10,008
|
)
|
|
—
|
|
|
(10,008
|
)
|
||||||||
Cash common dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,192
|
)
|
|
(27,192
|
)
|
|
—
|
|
|
(27,192
|
)
|
||||||||
Balance Balance December 31, 2013
|
|
$
|
94,775
|
|
|
$
|
193,236
|
|
|
$
|
1,420,951
|
|
|
$
|
(86,840
|
)
|
|
$
|
(164,721
|
)
|
|
$
|
1,457,401
|
|
|
$
|
1,571
|
|
|
$
|
1,458,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
126,829
|
|
|
$
|
47,919
|
|
|
$
|
(123,467
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Impairment losses, including discontinued operations
|
—
|
|
|
14,278
|
|
|
107,763
|
|
|||
Gain on sale of investment properties, including discontinued operations
|
(68,200
|
)
|
|
(15,001
|
)
|
|
(12,013
|
)
|
|||
Gain on sale of third party management and leasing business
|
(4,577
|
)
|
|
(7,459
|
)
|
|
—
|
|
|||
Losses on abandoned predevelopment projects
|
—
|
|
|
—
|
|
|
937
|
|
|||
Loss on extinguishment of debt, including discontinued operations
|
—
|
|
|
94
|
|
|
74
|
|
|||
Impairment losses on investments in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
608
|
|
|||
Depreciation and amortization, including discontinued operations
|
76,478
|
|
|
52,439
|
|
|
54,061
|
|
|||
Amortization of deferred financing costs
|
615
|
|
|
1,056
|
|
|
1,637
|
|
|||
Amortization of stock options and restricted stock, net of forfeitures
|
1,898
|
|
|
2,244
|
|
|
2,113
|
|
|||
Effect of certain non-cash adjustments to rental revenues
|
(11,660
|
)
|
|
(3,938
|
)
|
|
(6,719
|
)
|
|||
(Income) loss from unconsolidated joint ventures
|
(67,325
|
)
|
|
(39,258
|
)
|
|
17,691
|
|
|||
Operating distributions from unconsolidated joint ventures
|
67,101
|
|
|
37,379
|
|
|
8,865
|
|
|||
Land and multi-family cost of sales, net of closing costs paid
|
967
|
|
|
1,706
|
|
|
5,187
|
|
|||
Land and multi-family acquisition and development expenditures
|
—
|
|
|
(47
|
)
|
|
(999
|
)
|
|||
Changes in other operating assets and liabilities:
|
|
|
|
|
|
||||||
Change in other receivables and other assets, net
|
(9,619
|
)
|
|
(851
|
)
|
|
2,099
|
|
|||
Change in operating liabilities
|
24,833
|
|
|
4,761
|
|
|
(2,256
|
)
|
|||
Net cash provided by operating activities
|
137,340
|
|
|
95,322
|
|
|
55,581
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from investment property sales
|
178,966
|
|
|
273,386
|
|
|
143,623
|
|
|||
Proceeds from sale of third party management and leasing business
|
4,577
|
|
|
8,247
|
|
|
—
|
|
|||
Property acquisition, development and tenant asset expenditures
|
(1,526,263
|
)
|
|
(105,069
|
)
|
|
(181,909
|
)
|
|||
Investment in unconsolidated joint ventures
|
(11,922
|
)
|
|
(6,619
|
)
|
|
(23,341
|
)
|
|||
Distributions from unconsolidated joint ventures
|
88,635
|
|
|
67,435
|
|
|
8,428
|
|
|||
Collection of notes receivable
|
1,580
|
|
|
—
|
|
|
—
|
|
|||
Change in notes receivable and other assets
|
(1,655
|
)
|
|
2,504
|
|
|
(2,255
|
)
|
|||
Change in restricted cash
|
(111
|
)
|
|
2,077
|
|
|
10,592
|
|
|||
Net cash provided by (used in) investing activities
|
(1,266,193
|
)
|
|
241,961
|
|
|
(44,862
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from credit facility
|
365,075
|
|
|
417,900
|
|
|
256,275
|
|
|||
Repayment of credit facility
|
(325,000
|
)
|
|
(616,150
|
)
|
|
(163,425
|
)
|
|||
Proceeds from other notes payable
|
304,275
|
|
|
113,026
|
|
|
—
|
|
|||
Repayment of notes payable
|
(77,887
|
)
|
|
(28,808
|
)
|
|
(59,543
|
)
|
|||
Payment of loan issuance costs
|
(1,693
|
)
|
|
(3,419
|
)
|
|
(442
|
)
|
|||
Common stock issued, net of expenses
|
826,233
|
|
|
—
|
|
|
18
|
|
|||
Common dividends paid
|
(27,192
|
)
|
|
(18,748
|
)
|
|
(18,649
|
)
|
|||
Preferred dividends paid
|
(10,008
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|||
Redemption of preferred shares
|
(74,827
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
1,300
|
|
|||
Distributions to noncontrolling interests
|
(26,040
|
)
|
|
(16,143
|
)
|
|
(16,087
|
)
|
|||
Net cash provided by (used in) financing activities
|
952,936
|
|
|
(165,249
|
)
|
|
(13,460
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(175,917
|
)
|
|
172,034
|
|
|
(2,741
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
176,892
|
|
|
4,858
|
|
|
7,599
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
975
|
|
|
$
|
176,892
|
|
|
$
|
4,858
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Property
|
|
Property Type
|
|
Location
|
|
Square Feet
|
|
Sales Price
|
|||
2013:
|
|
|
|
|
|
|
|
|
|||
Tiffany Springs MarketCenter
|
|
Retail
|
|
Kansas City, MO
|
|
238,000
|
|
|
$
|
53,500
|
|
Lakeshore Park Plaza
|
|
Office
|
|
Birmingham, AL
|
|
197,000
|
|
|
Held for sale
|
|
|
600 University Park Place
|
|
Office
|
|
Birmingham, AL
|
|
123,000
|
|
|
Held for sale
|
|
|
Inhibitex
|
|
Office
|
|
Atlanta, GA
|
|
51,000
|
|
|
$
|
8,300
|
|
2012:
|
|
|
|
|
|
|
|
|
|||
The Avenue Forsyth
|
|
Retail
|
|
Atlanta, GA
|
|
524,000
|
|
|
$
|
119,000
|
|
The Avenue Collierville
|
|
Retail
|
|
Memphis, TN
|
|
511,000
|
|
|
$
|
55,000
|
|
The Avenue Webb Gin
|
|
Retail
|
|
Atlanta, GA
|
|
322,000
|
|
|
$
|
59,600
|
|
Galleria 75
|
|
Office
|
|
Atlanta, GA
|
|
111,000
|
|
|
$
|
9,200
|
|
Cosmopolitan Center
|
|
Office
|
|
Atlanta, GA
|
|
51,000
|
|
|
$
|
7,000
|
|
Inhibitex
|
|
Office
|
|
Atlanta, GA
|
|
51,000
|
|
|
Held for sale
|
|
|
2011:
|
|
|
|
|
|
|
|
|
|||
King Mill Distribution Park — Building 3
|
|
Industrial
|
|
Atlanta, GA
|
|
796,000
|
|
|
$
|
28,300
|
|
Lakeside Ranch Business Park — Building 20
|
|
Industrial
|
|
Dallas, TX
|
|
749,000
|
|
|
$
|
28,400
|
|
Jefferson Mill Business Park — Building A
|
|
Industrial
|
|
Atlanta, GA
|
|
459,000
|
|
|
$
|
22,000
|
|
One Georgia Center
|
|
Office
|
|
Atlanta, GA
|
|
376,000
|
|
|
$
|
48,600
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Rental property revenues
|
|
$
|
10,552
|
|
|
$
|
33,918
|
|
|
$
|
51,985
|
|
Third party management and leasing revenues
|
|
76
|
|
|
16,364
|
|
|
19,359
|
|
|||
Other revenues
|
|
40
|
|
|
3,557
|
|
|
209
|
|
|||
Rental property operating expenses
|
|
(4,162
|
)
|
|
(10,935
|
)
|
|
(19,575
|
)
|
|||
Third party management and leasing expenses
|
|
(99
|
)
|
|
(13,678
|
)
|
|
(16,584
|
)
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(1,107
|
)
|
|||
Impairment losses
|
|
—
|
|
|
(13,791
|
)
|
|
(10,945
|
)
|
|||
Depreciation and amortization
|
|
(3,083
|
)
|
|
(13,479
|
)
|
|
(23,395
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|||
Other expenses
|
|
(25
|
)
|
|
(49
|
)
|
|
(62
|
)
|
|||
Income (loss) from discontinued operations
|
|
$
|
3,299
|
|
|
$
|
1,907
|
|
|
$
|
(189
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Third party management and leasing business
|
|
4,577
|
|
|
7,459
|
|
|
—
|
|
|||
Tiffany Springs MarketCenter
|
|
3,697
|
|
|
—
|
|
|
—
|
|
|||
Inhibitex
|
|
2,989
|
|
|
—
|
|
|
—
|
|
|||
King Mill Distribution Park — Building 3
|
|
275
|
|
|
307
|
|
|
4,977
|
|
|||
Lakeside Ranch Business Park — Building 20
|
|
25
|
|
|
(59
|
)
|
|
1,121
|
|
|||
Cosmopolitan Center
|
|
—
|
|
|
2,064
|
|
|
—
|
|
|||
Galleria 75
|
|
—
|
|
|
569
|
|
|
—
|
|
|||
One Georgia Center
|
|
—
|
|
|
(104
|
)
|
|
2,805
|
|
|||
Jefferson Mill Business Park — Building A
|
|
5
|
|
|
—
|
|
|
(394
|
)
|
|||
The Avenue Webb Gin
|
|
(2
|
)
|
|
3,590
|
|
|
—
|
|
|||
The Avenue Forsyth
|
|
(77
|
)
|
|
4,508
|
|
|
—
|
|
|||
Other
|
|
—
|
|
|
73
|
|
|
10
|
|
|||
Gain on sale of discontinued operations, net
|
|
$
|
11,489
|
|
|
$
|
18,407
|
|
|
$
|
8,519
|
|
|
|
Post Oak Central
|
|
Terminus 200
|
|
816 Congress Avenue
|
|
Texas Acquisition
|
|
2100 Ross Avenue
|
|
Promenade
|
||||||||||||
Land and improvements
|
|
$
|
88,406
|
|
|
$
|
25,040
|
|
|
$
|
6,817
|
|
|
$
|
306,563
|
|
|
$
|
5,987
|
|
|
$
|
13,439
|
|
Building
|
|
118,470
|
|
|
101,472
|
|
|
86,391
|
|
|
586,150
|
|
|
36,705
|
|
|
94,190
|
|
||||||
Tenant improvements
|
|
10,877
|
|
|
17,600
|
|
|
3,500
|
|
|
114,220
|
|
|
9,034
|
|
|
8,600
|
|
||||||
Other assets
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred rents receivable
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tangible assets
|
|
217,753
|
|
|
144,257
|
|
|
96,708
|
|
|
1,006,933
|
|
|
51,726
|
|
|
116,229
|
|
||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above-market leases
|
|
995
|
|
|
1,512
|
|
|
89
|
|
|
4,959
|
|
|
3,267
|
|
|
3,991
|
|
||||||
In-place leases
|
|
26,968
|
|
|
14,355
|
|
|
8,222
|
|
|
117,630
|
|
|
8,888
|
|
|
16,172
|
|
||||||
Below-market ground leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,958
|
|
|
—
|
|
|
—
|
|
||||||
Ground lease purchase option
|
|
—
|
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
|
27,963
|
|
|
15,867
|
|
|
10,714
|
|
|
125,547
|
|
|
12,155
|
|
|
20,163
|
|
||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market leases
|
|
(14,792
|
)
|
|
(9,273
|
)
|
|
(2,820
|
)
|
|
(47,170
|
)
|
|
(436
|
)
|
|
(1,659
|
)
|
||||||
Above-market ground lease
|
|
—
|
|
|
—
|
|
|
(1,981
|
)
|
|
(2,508
|
)
|
|
—
|
|
|
—
|
|
||||||
Total intangible liabilities
|
|
(14,792
|
)
|
|
(9,273
|
)
|
|
(4,801
|
)
|
|
(49,678
|
)
|
|
(436
|
)
|
|
(1,659
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net assets acquired
|
|
$
|
230,924
|
|
|
$
|
150,851
|
|
|
$
|
102,621
|
|
|
$
|
1,082,802
|
|
|
$
|
63,445
|
|
|
$
|
134,733
|
|
|
|
2013
|
|
2012
|
||||
|
|
(unaudited, in thousands, except per share amounts)
|
||||||
Revenues
|
|
$
|
318,539
|
|
|
$
|
301,407
|
|
Income from continuing operations
|
|
122,901
|
|
|
43,778
|
|
||
Net income
|
|
137,689
|
|
|
64,092
|
|
||
Net income available to common stockholders
|
|
119,957
|
|
|
48,994
|
|
||
Per share information:
|
|
|
|
|
||||
Basic
|
|
$
|
0.63
|
|
|
$
|
0.26
|
|
Diluted
|
|
$
|
0.63
|
|
|
$
|
0.26
|
|
|
2013
|
|
2012
|
||||
Notes receivable
|
$
|
1,445
|
|
|
$
|
2,885
|
|
Allowance for doubtful accounts related to notes receivable
|
(995
|
)
|
|
(1,026
|
)
|
||
Tenant and other receivables
|
12,160
|
|
|
8,830
|
|
||
Allowance for doubtful accounts related to tenant and other receivables
|
(832
|
)
|
|
(717
|
)
|
||
|
$
|
11,778
|
|
|
$
|
9,972
|
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity
|
|
Company's Investment
|
|
||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION:
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||||||||||||||
Terminus Office Holdings
|
$
|
297,815
|
|
|
$
|
—
|
|
|
$
|
215,942
|
|
|
$
|
—
|
|
|
$
|
69,867
|
|
|
$
|
—
|
|
|
$
|
35,885
|
|
|
$
|
—
|
|
|
EP I LLC
|
88,130
|
|
|
83,235
|
|
|
57,092
|
|
|
43,515
|
|
|
29,229
|
|
|
32,611
|
|
|
25,319
|
|
|
27,864
|
|
|
||||||||
Cousins Watkins LLC
|
51,653
|
|
|
54,285
|
|
|
27,710
|
|
|
28,244
|
|
|
23,081
|
|
|
25,259
|
|
|
17,213
|
|
|
16,692
|
|
|
||||||||
Charlotte Gateway Village, LLC
|
135,966
|
|
|
140,384
|
|
|
52,408
|
|
|
68,242
|
|
|
82,373
|
|
|
70,917
|
|
|
11,252
|
|
|
10,299
|
|
|
||||||||
EP II LLC
|
12,644
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
11,695
|
|
|
—
|
|
|
9,566
|
|
|
—
|
|
|
||||||||
Temco Associates, LLC
|
8,474
|
|
|
8,409
|
|
|
—
|
|
|
—
|
|
|
8,315
|
|
|
8,233
|
|
|
4,083
|
|
|
4,095
|
|
|
||||||||
CL Realty, L.L.C.
|
7,602
|
|
|
7,549
|
|
|
—
|
|
|
—
|
|
|
7,374
|
|
|
7,155
|
|
|
3,704
|
|
|
3,579
|
|
|
||||||||
MSREF/ Cousins Terminus 200 LLC
|
—
|
|
|
95,520
|
|
|
—
|
|
|
74,340
|
|
|
—
|
|
|
19,659
|
|
|
—
|
|
|
3,930
|
|
|
||||||||
CP Venture Five LLC
|
—
|
|
|
286,647
|
|
|
—
|
|
|
35,417
|
|
|
—
|
|
|
243,563
|
|
|
—
|
|
|
13,884
|
|
|
||||||||
CP Venture Two LLC
|
—
|
|
|
96,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,819
|
|
|
—
|
|
|
2,894
|
|
|
||||||||
CF Murfreesboro Associates
|
—
|
|
|
121,451
|
|
|
—
|
|
|
94,540
|
|
|
—
|
|
|
25,411
|
|
|
—
|
|
|
14,571
|
|
|
||||||||
Wildwood Associates
|
21,127
|
|
|
21,176
|
|
|
—
|
|
|
—
|
|
|
21,121
|
|
|
21,173
|
|
|
(1,689
|
)
|
(1)
|
(1,664
|
)
|
(1)
|
||||||||
Crawford Long - CPI, LLC
|
32,042
|
|
|
32,818
|
|
|
75,000
|
|
|
46,496
|
|
|
(44,295
|
)
|
|
(15,129
|
)
|
|
(21,071
|
)
|
(1)
|
(6,407
|
)
|
(1)
|
||||||||
Other
|
1,931
|
|
|
2,194
|
|
|
—
|
|
|
—
|
|
|
1,700
|
|
|
1,844
|
|
|
60
|
|
|
60
|
|
|
||||||||
|
$
|
657,384
|
|
|
$
|
950,013
|
|
|
$
|
428,153
|
|
|
$
|
390,794
|
|
|
$
|
210,460
|
|
|
$
|
535,515
|
|
|
$
|
84,322
|
|
|
$
|
89,797
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Net
Income (Loss)
|
||||||||||||||||||||||||||||||
SUMMARY OF OPERATIONS:
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
Terminus Office Holdings
|
$
|
33,109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(408
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
EP I LLC
|
8,261
|
|
|
796
|
|
|
—
|
|
|
100
|
|
|
(441
|
)
|
|
(6
|
)
|
|
75
|
|
|
(330
|
)
|
|
(4
|
)
|
|||||||||
Cousins Watkins LLC
|
5,483
|
|
|
5,575
|
|
|
4,831
|
|
|
55
|
|
|
(24
|
)
|
|
42
|
|
|
2,306
|
|
|
2,397
|
|
|
2,410
|
|
|||||||||
Charlotte Gateway Village, LLC
|
33,281
|
|
|
32,901
|
|
|
32,442
|
|
|
10,693
|
|
|
9,704
|
|
|
8,802
|
|
|
1,176
|
|
|
1,176
|
|
|
1,176
|
|
|||||||||
EP II LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Temco Associates, LLC
|
630
|
|
|
702
|
|
|
653
|
|
|
96
|
|
|
(65
|
)
|
|
(37,494
|
)
|
|
(12
|
)
|
|
(236
|
)
|
|
(15,682
|
)
|
|||||||||
CL Realty, L.L.C.
|
1,603
|
|
|
2,667
|
|
|
9,141
|
|
|
1,027
|
|
|
1,068
|
|
|
(28,508
|
)
|
|
524
|
|
|
221
|
|
|
(11,971
|
)
|
|||||||||
MSREF/ Cousins Terminus 200 LLC
|
1,197
|
|
|
12,265
|
|
|
13,081
|
|
|
(235
|
)
|
|
(1,069
|
)
|
|
547
|
|
|
(69
|
)
|
|
(215
|
)
|
|
25
|
|
|||||||||
CP Venture Five LLC
|
20,192
|
|
|
30,007
|
|
|
31,020
|
|
|
3,075
|
|
|
3,943
|
|
|
4,008
|
|
|
17,070
|
|
|
1,059
|
|
|
1,054
|
|
|||||||||
CP Venture Two LLC
|
12,965
|
|
|
19,533
|
|
|
6,093
|
|
|
7,033
|
|
|
10,473
|
|
|
(3,453
|
)
|
|
21,590
|
|
|
1,208
|
|
|
(693
|
)
|
|||||||||
CF Murfreesboro Associates
|
8,067
|
|
|
13,152
|
|
|
11,904
|
|
|
48,953
|
|
|
602
|
|
|
2,404
|
|
|
23,553
|
|
|
16
|
|
|
1,199
|
|
|||||||||
Wildwood Associates
|
—
|
|
|
1
|
|
|
16,230
|
|
|
(151
|
)
|
|
(139
|
)
|
|
5,858
|
|
|
(75
|
)
|
|
(70
|
)
|
|
2,858
|
|
|||||||||
Crawford Long - CPI, LLC
|
11,829
|
|
|
11,579
|
|
|
7,178
|
|
|
2,827
|
|
|
2,508
|
|
|
1,161
|
|
|
1,372
|
|
|
1,248
|
|
|
596
|
|
|||||||||
Palisades West LLC
|
—
|
|
|
15,401
|
|
|
19,061
|
|
|
(27
|
)
|
|
5,330
|
|
|
8,459
|
|
|
—
|
|
|
25,547
|
|
|
860
|
|
|||||||||
Ten Peachtree Place Associates
|
—
|
|
|
2,488
|
|
|
1
|
|
|
—
|
|
|
20,895
|
|
|
(155
|
)
|
|
—
|
|
|
7,843
|
|
|
(77
|
)
|
|||||||||
Other
|
490
|
|
|
1,271
|
|
|
2,957
|
|
|
(144
|
)
|
|
(147
|
)
|
|
(256
|
)
|
|
(3
|
)
|
|
(606
|
)
|
|
(50
|
)
|
|||||||||
|
$
|
137,107
|
|
|
$
|
148,338
|
|
|
$
|
154,592
|
|
|
$
|
72,894
|
|
|
$
|
52,638
|
|
|
$
|
(38,591
|
)
|
|
$
|
67,325
|
|
|
$
|
39,258
|
|
|
$
|
(18,299
|
)
|
|
|
2013
|
|
2012
|
||||
In-place leases, net of accumulated amortization of $26,239 and $5,729 in 2013 and 2012, respectively
|
|
$
|
152,830
|
|
|
$
|
21,637
|
|
Above-market tenant leases, net of accumulated amortization of $11,284 and $9,424 in 2013 and 2012, respectively
|
|
12,332
|
|
|
6,892
|
|
||
Below-market ground lease, net of accumulated amortization of $21 and $-0- in 2013 and 2012, respectively
|
|
1,680
|
|
|
—
|
|
||
Goodwill
|
|
4,131
|
|
|
4,751
|
|
||
|
|
$
|
170,973
|
|
|
$
|
33,280
|
|
|
Below
Market Rents
|
|
Above
Market Ground Lease
|
|
Below Market Ground Lease
|
|
Above
Market Rents
|
|
In Place
Leases
|
|
Total
|
||||||||||||
2014
|
$
|
(10,470
|
)
|
|
$
|
(55
|
)
|
|
$
|
42
|
|
|
$
|
2,622
|
|
|
$
|
35,462
|
|
|
$
|
27,601
|
|
2015
|
(8,715
|
)
|
|
(55
|
)
|
|
42
|
|
|
2,042
|
|
|
27,528
|
|
|
20,842
|
|
||||||
2016
|
(8,091
|
)
|
|
(55
|
)
|
|
42
|
|
|
1,884
|
|
|
21,832
|
|
|
15,612
|
|
||||||
2017
|
(6,910
|
)
|
|
(55
|
)
|
|
42
|
|
|
1,474
|
|
|
15,913
|
|
|
10,464
|
|
||||||
2018
|
(6,271
|
)
|
|
(55
|
)
|
|
42
|
|
|
1,147
|
|
|
13,514
|
|
|
8,377
|
|
||||||
Thereafter
|
(23,409
|
)
|
|
(2,335
|
)
|
|
1,470
|
|
|
3,163
|
|
|
38,581
|
|
|
17,470
|
|
||||||
|
$
|
(63,866
|
)
|
|
$
|
(2,610
|
)
|
|
$
|
1,680
|
|
|
$
|
12,332
|
|
|
$
|
152,830
|
|
|
$
|
100,366
|
|
Weighted average remaining lease term
|
9 years
|
|
|
50 years
|
|
|
41 years
|
|
|
7 years
|
|
|
8 years
|
|
|
20 years
|
|
|
2013
|
|
2012
|
||||
Beginning Balance
|
$
|
4,751
|
|
|
$
|
5,155
|
|
Allocated to property sales
|
(620
|
)
|
|
(404
|
)
|
||
Ending Balance
|
$
|
4,131
|
|
|
$
|
4,751
|
|
|
|
2013
|
|
2012
|
||||
Lease inducements, net of accumulated amortization of $4,181 and $4,718 in 2013 and 2012, respectively
|
|
$
|
12,548
|
|
|
$
|
11,089
|
|
FF&E and leasehold improvements, net of accumulated depreciation of $17,684 and $18,877 in 2013 and 2012, respectively
|
|
8,743
|
|
|
4,814
|
|
||
Prepaid expenses and other assets
|
|
3,606
|
|
|
2,044
|
|
||
Predevelopment costs and earnest money
|
|
821
|
|
|
3,284
|
|
||
Loan closing costs, net of accumulated amortization of $2,621 and $2,624 in 2013 and 2012, respectively
|
|
4,176
|
|
|
3,704
|
|
||
|
|
$
|
29,894
|
|
|
$
|
24,935
|
|
Description
|
|
Interest Rate
|
|
Maturity
|
|
2013
|
|
2012
|
||||
Post Oak Central mortgage note (see discussion below)
|
|
4.26%
|
|
2020
|
|
$
|
188,310
|
|
|
$
|
—
|
|
The American Cancer Society Center mortgage note
|
|
6.45%
|
|
2017
|
|
132,714
|
|
|
134,243
|
|
||
Promenade mortgage note (see discussion below)
|
|
4.27%
|
|
2022
|
|
113,573
|
|
|
—
|
|
||
191 Peachtree Tower mortgage note (interest only until May 1, 2016) (see discussion below)
|
|
3.35%
|
|
2018
|
|
100,000
|
|
|
100,000
|
|
||
Credit Facility, unsecured (see discussion below)
|
|
1.67%
|
|
2016
|
|
40,075
|
|
|
—
|
|
||
Meridian Mark Plaza mortgage note
|
|
6.00%
|
|
2020
|
|
25,813
|
|
|
26,194
|
|
||
The Points at Waterview mortgage note
|
|
5.66%
|
|
2016
|
|
15,139
|
|
|
15,651
|
|
||
Mahan Village LLC construction facility
|
|
1.82%
|
|
2014
|
|
14,470
|
|
|
13,027
|
|
||
Terminus 100 mortgage note
|
|
5.25%
|
|
—
|
|
—
|
|
|
136,123
|
|
||
Callaway Gardens mortgage note (see discussion below)
|
|
4.13%
|
|
—
|
|
—
|
|
|
172
|
|
||
|
|
|
|
|
|
$
|
630,094
|
|
|
$
|
425,410
|
|
Leverage Ratio
|
|
Applicable % Spread for LIBOR
|
|
Applicable % Spread for Base Rate
|
|
Annual Facility Fee %
|
|
|
|
|
|
|
|
≤ 40%
|
|
1.50%
|
|
0.50%
|
|
0.20%
|
>40% but ≤ 50%
|
|
1.60%
|
|
0.60%
|
|
0.25%
|
>50% but ≤ 55%
|
|
1.90%
|
|
0.90%
|
|
0.35%
|
>55% but ≤ 60%
|
|
2.10%
|
|
1.10%
|
|
0.40%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total interest incurred
|
$
|
22,227
|
|
|
$
|
25,570
|
|
|
$
|
27,277
|
|
Interest capitalized
|
(518
|
)
|
|
(1,637
|
)
|
|
(600
|
)
|
|||
Total interest expense
|
$
|
21,709
|
|
|
$
|
23,933
|
|
|
$
|
26,677
|
|
2014
|
$
|
14,470
|
|
2015
|
—
|
|
|
2016
|
55,214
|
|
|
2017
|
132,714
|
|
|
2018
|
100,000
|
|
|
Thereafter
|
327,696
|
|
|
|
$
|
630,094
|
|
2014
|
$
|
1,568
|
|
2015
|
1,829
|
|
|
2016
|
1,828
|
|
|
2017
|
1,788
|
|
|
2018
|
1,784
|
|
|
Thereafter
|
141,650
|
|
|
|
$
|
150,447
|
|
|
2013
|
|
2012
|
||||
Beginning Balance
|
$
|
—
|
|
|
$
|
2,763
|
|
Net income (loss) attributable to redeemable noncontrolling interests
|
68
|
|
|
(2,002
|
)
|
||
Distributions to redeemable noncontrolling interests
|
(68
|
)
|
|
(858
|
)
|
||
Other
|
—
|
|
|
97
|
|
||
Change in fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
||
Ending Balance
|
$
|
—
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income attributable to nonredeemable noncontrolling interests
|
$
|
5,000
|
|
|
$
|
4,193
|
|
|
$
|
3,525
|
|
Net income (loss) attributable to redeemable noncontrolling interests
|
68
|
|
|
(2,002
|
)
|
|
1,433
|
|
|||
Net income attributable to noncontrolling interests
|
$
|
5,068
|
|
|
$
|
2,191
|
|
|
$
|
4,958
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Common and preferred dividends paid
|
$
|
37,200
|
|
|
$
|
31,655
|
|
|
$
|
31,556
|
|
Dividends treated as taxable compensation
|
(98
|
)
|
|
(147
|
)
|
|
(70
|
)
|
|||
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements
|
(470
|
)
|
|
—
|
|
|
(304
|
)
|
|||
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements
|
—
|
|
|
470
|
|
|
(10
|
)
|
|||
Dividends applied to meet current year REIT distribution requirements
|
$
|
36,632
|
|
|
$
|
31,978
|
|
|
$
|
31,172
|
|
|
Total
Distributions Per Share |
|
Ordinary
Dividends |
|
Long-Term
Capital Gain |
|
Unrecaptured
Section 1250 Gain (A) |
|
Cash Liquidation Distributions
|
||||||||||
Common:
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
0.180000
|
|
|
$
|
0.170355
|
|
|
$
|
0.009645
|
|
|
$
|
0.009457
|
|
|
$
|
—
|
|
2012
|
$
|
0.180000
|
|
|
$
|
0.124724
|
|
|
$
|
0.055276
|
|
|
$
|
0.055276
|
|
|
$
|
—
|
|
2011
|
$
|
0.180000
|
|
|
$
|
0.067853
|
|
|
$
|
0.112147
|
|
|
$
|
0.042574
|
|
|
$
|
—
|
|
Series A Preferred:
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
0.968750
|
|
|
$
|
0.966882
|
|
|
$
|
0.001868
|
|
|
$
|
—
|
|
|
$
|
25.000000
|
|
2012
|
$
|
1.937500
|
|
|
$
|
1.342220
|
|
|
$
|
0.595280
|
|
|
$
|
0.595280
|
|
|
$
|
—
|
|
2011
|
$
|
1.937500
|
|
|
$
|
0.730053
|
|
|
$
|
1.207447
|
|
|
$
|
0.458393
|
|
|
$
|
—
|
|
Series B Preferred:
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
1.875000
|
|
|
$
|
1.774673
|
|
|
$
|
0.100327
|
|
|
$
|
0.098519
|
|
|
$
|
—
|
|
2012
|
$
|
1.875000
|
|
|
$
|
1.298222
|
|
|
$
|
0.576078
|
|
|
$
|
0.576078
|
|
|
$
|
—
|
|
2011
|
$
|
1.875000
|
|
|
$
|
0.706502
|
|
|
$
|
1.168498
|
|
|
$
|
0.443606
|
|
|
$
|
—
|
|
(A)
|
Represents a portion of the dividend allocated to long-term capital gain.
|
2014
|
|
$
|
187,450
|
|
2015
|
|
185,374
|
|
|
2016
|
|
177,862
|
|
|
2017
|
|
155,719
|
|
|
2018
|
|
146,791
|
|
|
Thereafter
|
|
586,420
|
|
|
|
|
$
|
1,439,616
|
|
•
|
The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.
|
•
|
Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.
|
•
|
Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.
|
•
|
The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.
|
Risk-free interest rate
|
|
2.37
|
%
|
Assumed dividend yield
|
|
2.95
|
%
|
Assumed lives of option awards (in years)
|
|
5.3
|
|
Assumed volatility
|
|
0.653
|
|
|
Number of
Options
(000s)
|
|
Weighted Average
Exercise Price Per Option
|
|||
Outstanding, beginning of year
|
4,437
|
|
|
$
|
21.74
|
|
Exercised
|
(283
|
)
|
|
$
|
8.12
|
|
Forfeited/Expired
|
(1,076
|
)
|
|
$
|
21.98
|
|
Outstanding, end of year
|
3,078
|
|
|
$
|
22.90
|
|
Options exercisable at end of year
|
2,982
|
|
|
$
|
23.38
|
|
|
Number of
Shares
(000s)
|
|
Weighted-Average Grant Date
Fair Value
|
|||
Non-vested restricted stock at beginning of year
|
703
|
|
|
$
|
7.55
|
|
Granted
|
160
|
|
|
$
|
8.91
|
|
Vested
|
(361
|
)
|
|
$
|
7.50
|
|
Forfeited
|
(52
|
)
|
|
$
|
8.24
|
|
Non-vested restricted stock at end of year
|
450
|
|
|
$
|
8.00
|
|
Outstanding at beginning of year
|
91
|
|
Vested
|
(33
|
)
|
Outstanding at end of year
|
58
|
|
Outstanding at beginning of year
|
782
|
|
Granted
|
196
|
|
Exercised
|
(94
|
)
|
Forfeited
|
(129
|
)
|
Outstanding at end of year
|
755
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current tax benefit (provision):
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
23
|
|
|
(91
|
)
|
|
186
|
|
|||
|
23
|
|
|
(91
|
)
|
|
186
|
|
|||
Deferred tax benefit (provision):
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
—
|
|
|
—
|
|
|||
Benefit (provision) for income taxes from operations
|
$
|
23
|
|
|
$
|
(91
|
)
|
|
$
|
186
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Federal income tax benefit (expense)
|
$
|
(1,287
|
)
|
|
(35
|
)%
|
|
$
|
(4,368
|
)
|
|
(35
|
)%
|
|
$
|
35,112
|
|
|
35
|
%
|
State income tax benefit (expense), net of federal income tax effect
|
(147
|
)
|
|
(4
|
)%
|
|
(91
|
)
|
|
—
|
%
|
|
121
|
|
|
—
|
%
|
|||
Valuation allowance
|
(361
|
)
|
|
(10
|
)%
|
|
7,055
|
|
|
57
|
%
|
|
(34,191
|
)
|
|
(34
|
)%
|
|||
State deferred tax adjustment
|
1,818
|
|
|
49
|
%
|
|
(2,687
|
)
|
|
(22
|
)%
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(856
|
)
|
|
(1
|
)%
|
|||
Benefit (provision) applicable to income (loss) from continuing operations
|
$
|
23
|
|
|
—
|
%
|
|
$
|
(91
|
)
|
|
—
|
%
|
|
$
|
186
|
|
|
—
|
%
|
|
2013
|
|
2012
|
||||
Income from unconsolidated joint ventures
|
$
|
7,361
|
|
|
$
|
7,846
|
|
Land
|
6,116
|
|
|
11,219
|
|
||
Long-term incentive equity awards
|
2,089
|
|
|
2,126
|
|
||
For-sale multi-family units basis differential
|
—
|
|
|
233
|
|
||
Interest carryforward
|
13,158
|
|
|
13,158
|
|
||
Federal and state tax carryforwards
|
50,253
|
|
|
44,075
|
|
||
Other
|
364
|
|
|
323
|
|
||
Total deferred tax assets
|
79,341
|
|
|
78,980
|
|
||
Valuation allowance
|
(79,341
|
)
|
|
(78,980
|
)
|
||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average shares—basic
|
144,255
|
|
|
104,117
|
|
|
103,651
|
|
Dilutive potential common shares—stock options
|
165
|
|
|
8
|
|
|
—
|
|
Weighted average shares—diluted
|
144,420
|
|
|
104,125
|
|
|
103,651
|
|
Weighted average anti-dilutive stock options
|
2,208
|
|
|
5,836
|
|
|
6,460
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest paid, net of amounts capitalized
|
$
|
21,216
|
|
|
$
|
23,142
|
|
|
$
|
25,960
|
|
Income taxes paid (refunded), net
|
90
|
|
|
63
|
|
|
(551
|
)
|
|||
Non-Cash Transactions:
|
|
|
|
|
|
||||||
Transfer from operating properties to operating properties and related assets held for sale
|
24,554
|
|
|
1,866
|
|
|
—
|
|
|||
Transfer from projects under development to operating properties
|
25,629
|
|
|
—
|
|
|
—
|
|
|||
Transfer from other assets to projects under development
|
3,062
|
|
|
—
|
|
|
—
|
|
|||
Transfer from other assets to investment in joint venture
|
—
|
|
|
—
|
|
|
6,193
|
|
|||
Transfer from land to operating properties
|
—
|
|
|
—
|
|
|
5,159
|
|
|||
Decrease in land and notes payable due to foreclosure
|
—
|
|
|
—
|
|
|
3,374
|
|
|||
Adjustments to property expenditures for amounts included in accounts payable
|
—
|
|
|
—
|
|
|
1,559
|
|
|||
Change in fair value of redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
766
|
|
•
|
fee income for third party owned and joint venture properties for which the Company performs management, development, and leasing services;
|
•
|
compensation for corporate employees, other than those in the Third Party Management and Leasing segment;
|
•
|
general corporate overhead costs and interest expense for consolidated and unconsolidated entities;
|
•
|
income attributable to noncontrolling interests;
|
•
|
income taxes;
|
•
|
depreciation;
|
•
|
preferred dividends; and
|
•
|
operations of the industrial buildings, which were sold in
2011
.
|
Year ended December 31, 2013
|
Office
|
|
Retail
|
|
Land
|
|
Third Party Management and Leasing
|
|
Other
|
|
Total
|
||||||||||||
Net operating income
|
$
|
122,503
|
|
|
$
|
13,278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,299
|
|
|
$
|
138,080
|
|
Sales less costs of sales
|
—
|
|
|
—
|
|
|
1,273
|
|
|
—
|
|
|
191
|
|
|
1,464
|
|
||||||
Fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
10,891
|
|
|
10,967
|
|
||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,528
|
|
|
3,528
|
|
||||||
Gain on sale of third party management and leasing business
|
—
|
|
|
—
|
|
|
—
|
|
|
4,576
|
|
|
—
|
|
|
4,576
|
|
||||||
Third party management and leasing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Separation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
(520
|
)
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,940
|
)
|
|
(21,940
|
)
|
||||||
Reimbursed expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,215
|
)
|
|
(5,215
|
)
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,672
|
)
|
|
(29,672
|
)
|
||||||
Other expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,373
|
)
|
|
(11,373
|
)
|
||||||
Preferred stock dividends and original issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,664
|
)
|
|
(12,664
|
)
|
||||||
Funds from operations available to common stockholders
|
$
|
122,503
|
|
|
$
|
13,278
|
|
|
$
|
1,273
|
|
|
$
|
4,555
|
|
|
$
|
(64,475
|
)
|
|
77,134
|
|
|
Real estate depreciation and amortization, including Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
(92,041
|
)
|
|||||||||||
Gain on sale of depreciated investment properties, including Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
127,401
|
|
|||||||||||
Non-controlling interest related to the sale of depreciated properties
|
|
|
|
|
|
|
|
|
|
|
(3,397
|
)
|
|||||||||||
Net income available to common stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
109,097
|
|
||||||||||
Total Assets
|
$
|
2,163,123
|
|
|
$
|
18,112
|
|
|
$
|
47,235
|
|
|
$
|
—
|
|
|
$
|
44,736
|
|
|
$
|
2,273,206
|
|
Year ended December 31, 2012
|
Office
|
|
Retail
|
|
Land
|
|
Third Party Management and Leasing
|
|
Other
|
|
Total
|
||||||||||||
Net operating income
|
$
|
80,907
|
|
|
$
|
29,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
110,457
|
|
Sales less costs of sales
|
—
|
|
|
—
|
|
|
4,915
|
|
|
—
|
|
|
309
|
|
|
5,224
|
|
||||||
Fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,365
|
|
|
17,797
|
|
|
34,162
|
|
||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,153
|
|
|
5,153
|
|
||||||
Gain on sale of third party management and leasing business
|
—
|
|
|
—
|
|
|
—
|
|
|
7,459
|
|
|
—
|
|
|
7,459
|
|
||||||
Third party management and leasing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,675
|
)
|
|
—
|
|
|
(13,675
|
)
|
||||||
Separation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
|
(1,985
|
)
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,208
|
)
|
|
(23,208
|
)
|
||||||
Reimbursed expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,063
|
)
|
|
(7,063
|
)
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,154
|
)
|
|
(28,154
|
)
|
||||||
Impairment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(488
|
)
|
|
(488
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
(94
|
)
|
||||||
Other expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,389
|
)
|
|
(8,389
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,907
|
)
|
|
(12,907
|
)
|
||||||
Funds from operations available to common stockholders
|
$
|
80,907
|
|
|
$
|
29,429
|
|
|
$
|
4,915
|
|
|
$
|
10,149
|
|
|
$
|
(58,908
|
)
|
|
66,492
|
|
|
Real estate depreciation and amortization, including Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
(62,043
|
)
|
|||||||||||
Impairment losses on depreciable investment properties, net of amounts attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(11,748
|
)
|
|||||||||||
Gain on sale of depreciated investment properties including the Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
41,944
|
|
|||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
(1,824
|
)
|
|||||||||||
Net loss available to common stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
32,821
|
|
||||||||||
Total Assets
|
$
|
736,867
|
|
|
$
|
151,417
|
|
|
$
|
50,520
|
|
|
$
|
—
|
|
|
$
|
185,438
|
|
|
$
|
1,124,242
|
|
Year ended December 31, 2011
|
Office
|
|
Retail
|
|
Land
|
|
Third Party Management and Leasing
|
|
Other
|
|
Total
|
||||||||||||
Net operating income
|
$
|
75,387
|
|
|
$
|
31,583
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,583
|
|
|
$
|
110,553
|
|
Sales less costs of sales
|
—
|
|
|
—
|
|
|
5,236
|
|
|
—
|
|
|
2,250
|
|
|
7,486
|
|
||||||
Fee income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,359
|
|
|
13,821
|
|
|
33,180
|
|
||||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,204
|
|
|
2,204
|
|
||||||
Third party management and leasing expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,585
|
)
|
|
—
|
|
|
(16,585
|
)
|
||||||
Separation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(197
|
)
|
||||||
General and administrative expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,166
|
)
|
|
(24,166
|
)
|
||||||
Reimbursed expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,208
|
)
|
|
(6,208
|
)
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,515
|
)
|
|
(32,515
|
)
|
||||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129,134
|
)
|
|
(129,134
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(74
|
)
|
||||||
Other expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,512
|
)
|
|
(8,512
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,907
|
)
|
|
(12,907
|
)
|
||||||
Funds from operations available to common stockholders
|
$
|
75,387
|
|
|
$
|
31,583
|
|
|
$
|
5,236
|
|
|
$
|
2,774
|
|
|
$
|
(191,855
|
)
|
|
(76,875
|
)
|
|
Real estate depreciation and amortization, including Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
(62,710)
|
|
|||||||||||
Impairment losses on depreciable investment properties, net of amounts attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
(7,632)
|
|
|||||||||||
Gain on sale of depreciated investment properties, including Company's share of joint ventures
|
|
|
|
|
|
|
|
|
|
|
5,885
|
|
|||||||||||
Net loss available to common stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
(141,332
|
)
|
||||||||||
Total Assets
|
$
|
732,857
|
|
|
$
|
375,923
|
|
|
$
|
108,172
|
|
|
$
|
4,302
|
|
|
$
|
14,281
|
|
|
$
|
1,235,535
|
|
•
|
Rental property operations;
|
•
|
Land sales; and
|
•
|
Gains on sales of investment properties.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net operating income
|
$
|
138,080
|
|
|
$
|
110,457
|
|
|
$
|
110,553
|
|
Sales less cost of sales
|
1,464
|
|
|
5,224
|
|
|
7,486
|
|
|||
Fee income
|
10,967
|
|
|
34,162
|
|
|
33,180
|
|
|||
Other income
|
3,528
|
|
|
5,153
|
|
|
2,204
|
|
|||
Rental property operating expenses
|
90,498
|
|
|
50,329
|
|
|
40,817
|
|
|||
Cost of sales
|
1,753
|
|
|
1,833
|
|
|
5,378
|
|
|||
Net operating income in joint ventures
|
(27,763
|
)
|
|
(23,596
|
)
|
|
(24,258
|
)
|
|||
Sales less cost of sales in joint ventures
|
(111
|
)
|
|
(28
|
)
|
|
(1,927
|
)
|
|||
Net operating income in discontinued operations
|
(6,390
|
)
|
|
(22,983
|
)
|
|
(32,410
|
)
|
|||
Fee income in discontinued operations
|
(76
|
)
|
|
(16,364
|
)
|
|
(19,359
|
)
|
|||
Other income in discontinued operations
|
(64
|
)
|
|
(3,622
|
)
|
|
(281
|
)
|
|||
(Gain) loss on land sales (included in gain on investment properties)
|
(1,145
|
)
|
|
(3,719
|
)
|
|
(3,258
|
)
|
|||
Total consolidated revenues
|
$
|
210,741
|
|
|
$
|
136,846
|
|
|
$
|
118,125
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent
to Acquisition
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Description/Metropolitan Area
|
Encumbrances
|
|
Land and
Improvements
|
|
Buildings and
Improvements
|
|
Land and
Improvements
less Cost of
Sales, Transfers
and Other
|
|
Building and Improvements less Cost of Sales, Transfers and Other
|
|
Land and
Improvements
less Cost of
Sales, Transfers
and Other
|
|
Building and Improvements less Cost of Sales, Transfers and Other
|
|
Total (a)
|
|
Accumulated
Depreciation (a)
|
|
Date of
Construction/
Renovation
|
|
Date
Acquired
|
|
Life on Which Depreciation in 2013 Statement of Operations is Computed (b)
|
||||||||||||||||||
OPERATING PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Greenway Plaza
|
$
|
—
|
|
|
$
|
273,651
|
|
|
$
|
595,547
|
|
|
$
|
—
|
|
|
$
|
5,116
|
|
|
$
|
273,651
|
|
|
$
|
600,663
|
|
|
$
|
874,314
|
|
|
$
|
10,791
|
|
|
—
|
|
2013
|
|
30 years
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
191 Peachtree Tower
|
100,000
|
|
|
5,355
|
|
|
141,012
|
|
|
—
|
|
|
87,704
|
|
|
5,355
|
|
|
228,716
|
|
|
234,071
|
|
|
65,995
|
|
|
—
|
|
2006
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Post Oak Central
|
188,310
|
|
|
87,264
|
|
|
129,347
|
|
|
—
|
|
|
13,600
|
|
|
87,264
|
|
|
142,947
|
|
|
230,211
|
|
|
6,491
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
777 Main
|
—
|
|
|
32,872
|
|
|
104,823
|
|
|
—
|
|
|
4,082
|
|
|
32,872
|
|
|
108,905
|
|
|
141,777
|
|
|
2,329
|
|
|
—
|
|
2013
|
|
24 years
|
|||||||||
Fort Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Promenade
|
113,573
|
|
|
13,439
|
|
|
102,790
|
|
|
—
|
|
|
24,252
|
|
|
13,439
|
|
|
127,042
|
|
|
140,481
|
|
|
11,781
|
|
|
—
|
|
2011
|
|
34 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The American Cancer Society Center
|
132,714
|
|
|
5,226
|
|
|
67,370
|
|
|
—
|
|
|
30,179
|
|
|
5,226
|
|
|
97,549
|
|
|
102,775
|
|
|
59,402
|
|
|
—
|
|
1999
|
|
25 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
816 Congress
|
—
|
|
|
6,817
|
|
|
89,891
|
|
|
3,282
|
|
|
2,710
|
|
|
10,099
|
|
|
92,601
|
|
|
102,700
|
|
|
2,392
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
2100 Ross Avenue
|
—
|
|
|
5,987
|
|
|
45,739
|
|
|
—
|
|
|
15,732
|
|
|
5,987
|
|
|
61,471
|
|
|
67,458
|
|
|
5,274
|
|
|
—
|
|
2012
|
|
35 years
|
|||||||||
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The Points at Waterview
|
15,139
|
|
|
2,558
|
|
|
22,910
|
|
|
85
|
|
|
8,361
|
|
|
2,643
|
|
|
31,271
|
|
|
33,914
|
|
|
18,314
|
|
|
—
|
|
2000
|
|
25 years
|
|||||||||
Suburban Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Meridian Mark Plaza
|
25,813
|
|
|
2,219
|
|
|
—
|
|
|
—
|
|
|
26,858
|
|
|
2,219
|
|
|
26,858
|
|
|
29,077
|
|
|
15,736
|
|
|
1997
|
|
1997
|
|
30 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
555 North Point Center East
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
21,920
|
|
|
368
|
|
|
21,920
|
|
|
22,288
|
|
|
12,171
|
|
|
1998
|
|
1998
|
|
30 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
221 Peachtree Center Avenue Parking Garage
|
—
|
|
|
4,217
|
|
|
13,337
|
|
|
—
|
|
|
348
|
|
|
4,217
|
|
|
13,685
|
|
|
17,902
|
|
|
2,377
|
|
|
—
|
|
2007
|
|
39 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
333 North Point Center East
|
—
|
|
|
551
|
|
|
—
|
|
|
—
|
|
|
14,984
|
|
|
551
|
|
|
14,984
|
|
|
15,535
|
|
|
9,332
|
|
|
1996
|
|
1996
|
|
30 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Costs Capitalized Subsequent
to Acquisition
|
|
Gross Amount at Which Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Description/Metropolitan Area
|
Encumbrances
|
|
Land and
Improvements
|
|
Buildings and
Improvements
|
|
Land and
Improvements
less Cost of
Sales, Transfers
and Other
|
|
Building and Improvements less Cost of Sales, Transfers and Other
|
|
Land and
Improvements
less Cost of
Sales, Transfers
and Other
|
|
Building and Improvements less Cost of Sales, Transfers and Other
|
|
Total (a)
|
|
Accumulated
Depreciation (a)
|
|
Date of
Construction/
Renovation
|
|
Date
Acquired
|
|
Life on Which Depreciation in 2013 Statement of Operations is Computed (b)
|
||||||||||||||||||
Office (cont'd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
100 North Point Center East
|
$
|
—
|
|
|
$
|
1,475
|
|
|
$
|
9,625
|
|
|
$
|
—
|
|
|
$
|
2,539
|
|
|
$
|
1,475
|
|
|
$
|
12,164
|
|
|
$
|
13,639
|
|
|
$
|
6,810
|
|
|
—
|
|
2003
|
|
25 years
|
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
200 North Point Center East
|
—
|
|
|
1,726
|
|
|
7,920
|
|
|
—
|
|
|
2,616
|
|
|
1,726
|
|
|
10,536
|
|
|
12,262
|
|
|
5,479
|
|
|
—
|
|
2003
|
|
25 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Office
|
575,549
|
|
|
444,907
|
|
|
1,330,311
|
|
|
2,185
|
|
|
261,001
|
|
|
447,092
|
|
|
1,591,312
|
|
|
2,038,404
|
|
|
234,674
|
|
|
|
|
|
|
|
|||||||||
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Mahan Village
|
$
|
14,470
|
|
|
$
|
5,377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,363
|
|
|
$
|
5,377
|
|
|
$
|
20,363
|
|
|
$
|
25,740
|
|
|
$
|
1,033
|
|
|
2011
|
|
2011
|
|
30 years
|
Tallahassee, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties
|
$
|
590,019
|
|
|
$
|
450,284
|
|
|
$
|
1,330,311
|
|
|
$
|
2,185
|
|
|
$
|
281,364
|
|
|
$
|
452,469
|
|
|
$
|
1,611,675
|
|
|
$
|
2,064,144
|
|
|
$
|
235,707
|
|
|
|
|
|
|
|
PROJECTS UNDER DEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Colorado Tower
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,681
|
|
|
$
|
—
|
|
|
$
|
21,681
|
|
|
$
|
21,681
|
|
|
$
|
—
|
|
|
2013
|
|
2013
|
|
30 years
|
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
LAND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Round Rock Land
|
$
|
—
|
|
|
$
|
12,802
|
|
|
$
|
—
|
|
|
$
|
(5,063
|
)
|
|
$
|
—
|
|
|
$
|
7,739
|
|
|
$
|
—
|
|
|
$
|
7,739
|
|
|
$
|
—
|
|
|
—
|
|
2005
|
|
0 years
|
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Research Park V
|
—
|
|
|
4,373
|
|
|
—
|
|
|
653
|
|
|
—
|
|
|
5,026
|
|
|
—
|
|
|
5,026
|
|
|
—
|
|
|
—
|
|
1998
|
|
0 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Land Adjacent to The Avenue Forsyth
|
—
|
|
|
11,240
|
|
|
—
|
|
|
(7,540
|
)
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
—
|
|
2007
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Blalock Lakes
|
—
|
|
|
9,646
|
|
|
—
|
|
|
(6,301
|
)
|
|
—
|
|
|
3,345
|
|
|
—
|
|
|
3,345
|
|
|
—
|
|
|
—
|
|
2008
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
549 / 555 / 557 Peachtree Street
|
—
|
|
|
5,988
|
|
|
—
|
|
|
(3,363
|
)
|
|
—
|
|
|
2,625
|
|
|
—
|
|
|
2,625
|
|
|
—
|
|
|
—
|
|
2004
|
|
0 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
North Point
|
—
|
|
|
10,294
|
|
|
—
|
|
|
(8,851
|
)
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
1970-1985
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Wildwood
|
—
|
|
|
10,214
|
|
|
—
|
|
|
(9,199
|
)
|
|
—
|
|
|
1,015
|
|
|
—
|
|
|
1,015
|
|
|
—
|
|
|
—
|
|
1971-1989
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Commercial Land
|
$
|
—
|
|
|
$
|
64,557
|
|
|
$
|
—
|
|
|
$
|
(39,664
|
)
|
|
$
|
—
|
|
|
$
|
24,893
|
|
|
$
|
—
|
|
|
$
|
24,893
|
|
|
$
|
—
|
|
|
|
|
|
|
|
(a)
|
Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended
December 31, 2013
are as follows:
|
|
Real Estate
|
|
Accumulated Depreciation
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Balance at beginning of period
|
$
|
997,323
|
|
|
$
|
1,253,414
|
|
|
$
|
1,363,320
|
|
|
$
|
258,258
|
|
|
$
|
289,473
|
|
|
$
|
274,925
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition
|
1,321,394
|
|
|
42,692
|
|
|
116,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Improvements and other capitalized costs
|
86,376
|
|
|
49,559
|
|
|
50,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
56,234
|
|
|
48,607
|
|
|
52,630
|
|
||||||
|
1,407,770
|
|
|
92,251
|
|
|
166,238
|
|
|
56,234
|
|
|
48,607
|
|
|
52,630
|
|
||||||
Deductions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of real estate sold or foreclosed
|
(240,278
|
)
|
|
(334,552
|
)
|
|
(162,989
|
)
|
|
(57,341
|
)
|
|
(79,822
|
)
|
|
(29,110
|
)
|
||||||
Impairment losses
|
—
|
|
|
(13,790
|
)
|
|
(104,183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Write-off of fully depreciated assets
|
—
|
|
|
—
|
|
|
(8,972
|
)
|
|
—
|
|
|
—
|
|
|
(8,972
|
)
|
||||||
|
(240,278
|
)
|
|
(348,342
|
)
|
|
(276,144
|
)
|
|
(57,341
|
)
|
|
(79,822
|
)
|
|
(38,082
|
)
|
||||||
Balance at end of period
|
$
|
2,164,815
|
|
|
$
|
997,323
|
|
|
$
|
1,253,414
|
|
|
$
|
257,151
|
|
|
$
|
258,258
|
|
|
$
|
289,473
|
|
(b)
|
Buildings and improvements are depreciated over
24
to
42
years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter.
|
1.
|
Name of Key Employee
: ______________________________.
|
2.
|
Target Number of RSUs
. Key Employee’s target number of RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit A (“Exhibit A RSUs”) is ____. Key Employee’s target number RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit B (“Exhibit B RSUs) is ____. Key Employee will be paid based on a percentage of the target number (ranging from 0% to 200%) as set forth on Exhibit A and/or Exhibit B, whichever is applicable.
|
3.
|
Performance Period
. The Performance Period is January 1, 2014 through December 31, 2016.
|
4.
|
Service Vesting Condition and Forfeiture
. Except as set forth in § 8 of the Plan if a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the RSUs only if Key Employee remains continuously employed by CPI through the third anniversary of the Grant Date. A transfer between or among CPI or any Subsidiary, Parent or Affiliate of CPI shall not be treated as a termination of employment with CPI. If Key Employee’s employment is terminated for any reason except Retirement or death before the third anniversary of the Grant Date, Key Employee shall automatically forfeit the RSUs in full regardless of whether the performance goals on Exhibit A and/or Exhibit B are met. If Key Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition but not the performance goals set forth on Exhibit
|
5.
|
Cash Dividends
. If Key Employee becomes entitled to a payment for vested RSUs under § 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal (a) the total amount of cash dividends that would have been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock held by Key Employee during the Performance Period plus (b) any additional cash dividends that would have been payable during the Performance Period if the cash dividends described in § 5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts payable under this § 5 shall be made at the same time and in the same manner as the payment under § 6.
|
6.
|
Distribution of Payment Represented by RSUs
. As soon as practical after the end of the Performance Period, the Committee will determine the extent to which the performance goals and the service vesting condition have been met and the number of vested RSUs payable under this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the Exhibit A RSUs payable pursuant to Exhibit A plus the Exhibit B RSUs payable pursuant to Exhibit B. Payment of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical (and no later than 90 calendar days) after the date the service vesting condition is met. Notwithstanding the preceding sentence, for a Key Employee who terminates employment due to Retirement or death, payment of vested RSUs shall be paid no later than March 15, 2017. Any fractional RSUs shall be rounded down. The value of each RSU for purposes of determining the cash payment is equal to the Fair Market Value of one share of Stock on December 31, 2016. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of a share of Stock on each trading day during the 30 calendar day period ending on the applicable valuation date. Any portion of the RSUs that is not payable because the performance goals are not met shall automatically be forfeited as of December 31, 2016 or, if earlier, the date Key Employee’s employment terminates for reasons other than Retirement or death.
|
7.
|
Withholding
. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.
|
8.
|
Nontransferability and Status as Unsecured Creditor
. Key Employee shall have no right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive RSUs or the RSUs themselves. All payments pursuant to this Certificate shall be made from the general assets of CPI, and any claim for payment shall be the same as a claim of any general and unsecured creditor of CPI.
|
9.
|
Employment and Termination
. Nothing in this Certificate shall give Key Employee the right to continue in employment with CPI or limit the right of CPI to terminate Key Employee’s employment with or without cause at any time.
|
10.
|
No Shareholder Rights
. Key Employee shall have no rights as a shareholder of CPI as a result of any opportunity or any payment arising under this Certificate.
|
11.
|
Amendment and Termination
. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.
|
12.
|
Miscellaneous
. This Certificate shall be governed by the laws of the State of Georgia.
|
13.
|
Coordination with Plan
. During the Performance Period, the RSUs subject to this Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for purposes of the change in control provisions in § 8 of the Plan and the amendment provisions in § 9 of the Plan.
|
14.
|
Change in Control
. For purposes of § 8 of the Plan, the target for the performance goals (as used in such section) shall mean the performance goal that results in 100% of the target number of RSUs being payable under § 6.
|
15.
|
Short-Term Deferral
. Any payments under this Certificate are intended to comply with the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this Certificate shall be interpreted to effect such intent.
|
16.
|
Clawback
. CPI has the right to take any action which the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
(a)
|
“Aggregate FFO” shall mean the sum of the Company’s FFO for each calendar year during the Performance Period.
|
(b)
|
“FFO” shall mean the per share funds from operations as reported in the Company’s Annual Report on Form 10-K for the year ending December 31 of each year in the Performance Period; provided, however, that the Committee may elect, in its sole discretion, to exclude from this calculation any items which the Committee deems to be non-recurring. Unless the Committee expressly determines otherwise, which it may elect to do in its sole discretion, the exclusions identified by the Committee from the FFO calculation used in connection with the short term annual incentive compensation performance for a particular year shall automatically be excluded from FFO for such year for purposes of the calculations under this Exhibit A.
|
(c)
|
“Target FFO” shall mean
$___
per common share.
|
Company
|
Trading Symbol
|
Alexandria Real Estate
|
ARE-US
|
BioMed Realty Trust Inc.
|
BMR-US
|
Boston Properties Inc.
|
BXP-US
|
Brandywine Realty Trust
|
BDN-US
|
Columbia Property Trust
|
CXP-US
|
CommonWealth REIT
|
CWH-US
|
Corporate Office Properties Trust
|
OFC-US
|
Cousins Properties Incorporated
|
CUZ-US
|
Douglas Emmett Inc.
|
DEI-US
|
Empire State Realty Trust Inc.
|
ESRT-US
|
First Potomac Realty Trust
|
FPO-US
|
Franklin Street Properties
|
FSP-US
|
Government Properties Incm Tr
|
GOV-US
|
Highwoods Properties Inc.
|
HIW-US
|
Hudson Pacific Properties Inc.
|
HPP-US
|
Kilroy Realty Corp.
|
KRC-US
|
Mack-Cali Realty Corp.
|
CLI-US
|
Parkway Properties Inc.
|
PKY-US
|
Piedmont Office Realty Trust
|
PDM-US
|
SL Green Realty Corp.
|
SLG-US
|
|
|
Subsidiary
|
|
State of Incorporation
|
1230 Peachtree Associates LLC
|
|
Georgia
|
191 Peachtree Project LLC
|
|
Georgia
|
250 Williams Street LLC
|
|
Georgia
|
250 Williams Street Manager, Inc.
|
|
Georgia
|
3280 Peachtree I, LLC
|
|
Georgia
|
3280 Peachtree III LLC
|
|
Georgia
|
615 Peachtree LLC
|
|
Georgia
|
777 Acquisition FTW LLC
|
|
Delaware
|
Avenue Forsyth LLC
|
|
Georgia
|
Avenue Ridgewalk LLC
|
|
Georgia
|
Avenue Webb Gin, LLC
|
|
Georgia
|
Blalock Lakes, LLC
|
|
Georgia
|
Carriage Avenue, LLC
|
|
Delaware
|
CCD 10 Terminus Place LLC
|
|
Georgia
|
CCD Juniper LLC
|
|
Georgia
|
Cedar Grove Lakes, LLC
|
|
Georgia
|
CF Murfreesboro Associates
|
|
Delaware
|
Cousins 3rd & Colorado LLC
|
|
Georgia
|
Cousins 777 Main Street LLC
|
|
Georgia
|
Cousins 816 Congress LLC
|
|
Georgia
|
Cousins Aircraft Associates, LLC
|
|
Georgia
|
Cousins BD GP Inc.
|
|
Georgia
|
Cousins BD Investments L.P.
|
|
Georgia
|
Cousins Condominium Development, LLC
|
|
Georgia
|
Cousins CPV Holdings LLC
|
|
Georgia
|
Cousins CPV Holdings II LLC
|
|
Georgia
|
Cousins Development, Inc.
|
|
Georgia
|
Cousins Greenway Central Plant LLC
|
|
Georgia
|
Cousins Greenway East Parent LLC
|
|
Georgia
|
Cousins Greenway Edloe Parking LLC
|
|
Georgia
|
Cousins Greenway Eight LLC
|
|
Georgia
|
Cousins Greenway Eight-Twelve LLC
|
|
Georgia
|
Cousins Greenway Nine LLC
|
|
Georgia
|
Cousins Greenway Outparcel West LLC
|
|
Georgia
|
Cousins Greenway West Parent LLC
|
|
Georgia
|
Cousins Greenway West Parking LLC
|
|
Georgia
|
Cousins, Inc.
|
|
Alabama
|
Cousins Jefferson Mill, LLC
|
|
Georgia
|
Cousins King Mill, LLC
|
|
Georgia
|
Cousins La Frontera LLC
|
|
Texas
|
Cousins MarketCenters, Inc.
|
|
Georgia
|
Cousins Murfreesboro LLC
|
|
Georgia
|
Cousins POC I LLC
|
|
Georgia
|
Subsidiary
|
|
State of Incorporation
|
Cousins Properties Palisades LLC
|
|
Texas
|
Cousins Properties Services LLC
|
|
Texas
|
Cousins Properties Waterview LLC
|
|
Texas
|
Cousins Real Estate Corporation
|
|
Georgia
|
Cousins Real Estate Development, Inc.
|
|
Georgia
|
Cousins Research Park V LLC
|
|
Georgia
|
Cousins San Jose MarketCenter, LLC
|
|
Georgia
|
Cousins Terminus LLC
|
|
Delaware
|
Cousins Tiffany Springs MarketCenter LLC
|
|
Georgia
|
CP - Forsyth Investments LLC
|
|
Georgia
|
CP - Tiffany Springs Investments LLC
|
|
Georgia
|
CP 2100 Ross LLC
|
|
Georgia
|
CP Lakeside 20 GP, LLC
|
|
Georgia
|
CP Lakeside Land GP, LLC
|
|
Georgia
|
CP Sandy Springs LLC
|
|
Georgia
|
CP Texas Industrial LLC
|
|
Georgia
|
CP Venture IV Holdings LLC
|
|
Delaware
|
CP Venture LLC
|
|
Delaware
|
CP Venture Six LLC
|
|
Delaware
|
CPI 191 LLC
|
|
Georgia
|
CPI Development Inc.
|
|
Georgia
|
CREC La Frontera LLC
|
|
Texas
|
CREC Property Holdings, LLC
|
|
Delaware
|
CUZWAT Investments, LLC
|
|
Georgia
|
Greenway Acquisition LLC
|
|
Delaware
|
Handy Road Associates, LLC
|
|
Georgia
|
IPC Investments II LLC
|
|
Georgia
|
IPC Investments LLC
|
|
Georgia
|
Meridian Mark Plaza, LLC
|
|
Georgia
|
New Land Realty, LLC d/b/a Blalock Lakes Realty
|
|
Georgia
|
One Ninety One Peachtree Associates LLC
|
|
Georgia
|
Pine Mountain Ventures, LLC
|
|
Georgia
|
Ridgewalk Funding LLC
|
|
Georgia
|
SONO Renaissance, LLC
|
|
Georgia
|
Terminus 200, LLC
|
|
Georgia
|
Subsidiary
|
|
State of Incorporation
|
50 Biscayne Venture, LLC*
|
|
Delaware
|
905 Juniper Venture, LLC (72% owned by Registrant)
|
|
Georgia
|
C/W Jefferson Mill I, LLC (75% owned by Registrant)
|
|
Georgia
|
C/W King Mill I, LLC (75% owned by Registrant)
|
|
Georgia
|
Carriage Avenue, LLC*
|
|
Delaware
|
Cousins/Callaway, LLC*
|
|
Georgia
|
Callaway Gardens Realty, LLC (100% owned by Cousins/Callaway, LLC)
|
|
Georgia
|
Cousins/Daniel, LLC*
|
|
Georgia
|
Cousins/Gude CCHR LLC (60% owned by Registrant)
|
|
Georgia
|
Cousins/Gude CFHOF LLC (70% owned by Registrant)
|
|
Georgia
|
Cousins/Myers II, LLC*
|
|
Delaware
|
CP Venture Three LLC (88.5% owned by Registrant)
|
|
Delaware
|
CS Lakeside 20 Limited, LLLP (70% owned by Registrant)
|
|
Texas
|
CS Lakeside Land Limited, LLLP (70% owned by Registrant)
|
|
Texas
|
CS Lancaster LLC (70% owned by Registrant)
|
|
Georgia
|
Glenmore Garden Villas, LLC (50% owned by Registrant)
|
|
Delaware
|
Jefferson Mill Project I, LLC (75% owned by Registrant)
|
|
Georgia
|
King Mill Project I LLC (75% owned by Registrant)
|
|
Georgia
|
Mahan Village LLC (88% owned by Registrant)
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Lawrence L. Gellerstedt III
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
/s/ Gregg D. Adzema
|
/s/ Lawrence L. Gellerstedt III
|
/s/ Gregg D. Adzema
|