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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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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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our business and financial strategy;
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•
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our ability to obtain future financing arrangements;
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•
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future acquisitions and future dispositions of operating assets;
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•
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future acquisitions of land;
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•
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future development and redevelopment opportunities;
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•
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future dispositions of land and other non-core assets;
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•
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future repurchases of our common stock;
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projected operating results;
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•
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market and industry trends;
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•
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future distributions;
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projected capital expenditures; and
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•
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interest rates.
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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 or repay 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 and investments or from dispositions;
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•
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the potential dilutive effect of any common stock offerings;
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the failure to achieve benefits from the repurchase of our common stock;
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the availability of buyers and adequate pricing with respect to the disposition of assets;
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risks related to the geographic concentration of our portfolio, including, but not limited to, metropolitan Houston and
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•
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risks related to industry concentration of our portfolio including, but, not limited to, the energy industry;
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risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the
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•
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changes to our strategy with regard to land and other non-core holdings that require impairment losses to be recognized;
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leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed
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•
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the adverse change in the financial condition of one or more of our major 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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competition from other developers or investors;
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the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction
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•
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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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Commenced construction on NCR Corporation's corporate headquarters building in midtown Atlanta, Georgia. The project is expected to contain 485,000 square feet of space with a total projected cost of $200.0 million.
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•
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Formed a joint venture to potentially develop HICO Avalon, an office building in Alpharetta, Georgia.
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Formed a joint venture to develop Carolina Square, a mixed-use property in Chapel Hill, North Carolina, which is expected to have 159,000 square feet of office space, 246 apartment units, and 43,000 square feet of retail space. Total project costs are expected to be $123.0 million.
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•
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Opened Research Park V, a Class-A office tower in Austin, Texas, containing 173,000 square feet of space.
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•
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Opened Colorado Tower, a Class-A office tower in downtown Austin, Texas, containing 373,000 square feet of space.
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Opened the second phase of Emory Point in Atlanta, Georgia, a mixed-use property which consists of 307 apartments and 45,000 square feet of retail space.
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Initiated a $100.0 million share repurchase program. Through year-end, we repurchased 5.2 million shares for $47.8 million.
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Sold 200, 333, and 555 North Point Center East, office buildings located in Atlanta, Georgia, containing
411,000
square feet, for
$70.3 million
.
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•
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Sold The Points at Waterview, a
203,000
square foot office tower in Dallas, Texas, for
$26.8 million
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•
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Sold 2100 Ross, an 844,000 square foot office tower in Dallas, Texas, for $131.0 million.
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•
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Sold 8,643 acres of residential land for total gross proceeds of $20.9 million.
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•
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Repaid without recourse, the $14.2 million The Points at Waterview mortgage loan.
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•
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Reduced total consolidated indebtedness by $71.1 million and maintained strong leverage ratios.
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Leased or renewed
3.0 million
square feet of office space.
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•
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Increased second generation net rent per square foot by
36.7%
in accordance with accounting principles generally accepted in the United States ("GAAP") and
19.8%
on a cash basis.
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•
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Increased same property net operating income by
3.3%
on a GAAP basis and
7.3%
on a cash basis.
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•
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In the first quarter of 2015, increased the quarterly common stock dividend from
$0.075
per share to
$0.080
per share.
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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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•
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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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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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•
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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 unsecured 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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Non-recourse mortgages
. The availability of financing 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. Inability to access the mortgage market 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 mortgage matures, the property may be worth less than the mortgage amount and, as a result, we may determine not to refinance the mortgage and permit foreclosure, generating a loss to us and defaults on other mortgages.
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•
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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, which 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 us in addition to being recourse to the equity in the asset. In addition, construction loans generally require a completion guarantee by the borrower. 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
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•
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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
. Common stock offerings may have a dilutive effect on our earnings per share and funds from operations per share. 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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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. 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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Construction delays.
Real estate development carries the risk that the project could be delayed due to a number of issues that may arise including, but not limited to, weather and other forces of nature, availability of materials, availability of skilled labor, and the financial health of general contractors or sub-contractors. Construction delays could cause adverse financial impacts to us which could include higher interest and other carrying costs than originally budgeted, monetary penalties from tenants pursuant to their leases, and higher construction costs. Delays could also result in a violation of terms of construction loans that could increase fees, interest, or trigger additional recourse of the loan to us.
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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
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•
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general business conditions in the local or broader economy or in the prospective tenants’ industries;
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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. 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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•
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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 in a particular market for attractive acquisitions may hinder our desired level of property acquisitions or redevelopment projects;
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the 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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the timing of property acquisitions may not match the timing of property dispositions, leading to periods of time where projects' proceeds are not invested as profitably as we desire or where we increase short-term borrowings until sales proceeds become available;
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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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•
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the possible decline in value of the acquired assets;
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•
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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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•
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actual or anticipated variations in our operating results, funds from operations, or liquidity;
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•
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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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material changes in the energy industry or other significant tenant industry concentration;
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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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•
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changes in tax laws;
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•
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changes to our dividend policy;
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•
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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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•
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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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•
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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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•
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uncertainties in world financial markets;
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•
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the realization of any of the other risk factors described in this report; and
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•
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general market and economic conditions, in particular, market and economic conditions of Atlanta, Georgia and Houston, Texas.
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•
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85% of our ordinary income;
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•
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95% of our net capital gain income for that year; and
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•
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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 ($000)
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Annualized Base Rents (7)
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I.
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OFFICE PROPERTIES
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Greenway Plaza (3)
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Houston
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4,348,000
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Consolidated
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100%
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89.8%
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88.7%
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33%
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$
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—
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Post Oak Central (3)
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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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95.4%
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95.7%
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12%
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181,770
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816 Congress
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Austin
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435,000
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Consolidated
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100%
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93.4%
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91.6%
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4%
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85,000
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Colorado Tower
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Austin
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373,000
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Consolidated
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100%
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100.0%
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76.8%
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4%
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—
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Research Park V (4)
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Austin
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173,000
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Consolidated
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100%
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29.9%
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—%
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—%
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—
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TEXAS
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6,609,000
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53%
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266,770
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|||
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|||||
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Northpark Town Center (3)
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Atlanta
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1,528,000
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Consolidated
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100%
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84.5%
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85.2%
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10%
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—
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|||
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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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91.5%
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89.4%
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8%
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100,000
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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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93.0%
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91.0%
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5%
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108,203
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|||
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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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86.6%
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86.6%
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5%
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129,342
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|||
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Terminus 100
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Atlanta
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659,000
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Unconsolidated
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50%
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92.3%
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90.5%
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3%
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64,608
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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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92.2%
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90.4%
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3%
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41,000
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|||
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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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98.2%
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97.7%
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2%
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24,978
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|||
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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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98.8%
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99.7%
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2%
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37,143
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|||
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100 North Point Center East (5)
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Atlanta
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129,000
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Consolidated
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100%
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99.9%
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99.9%
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1%
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—
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|||
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GEORGIA
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6,398,000
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39%
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505,274
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|||
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|||||
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Fifth Third Center
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Charlotte
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698,000
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Consolidated
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100%
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94.6%
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84.5%
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6%
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—
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Gateway Village
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Charlotte
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1,065,000
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Unconsolidated
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50%
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100.0%
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100%
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|
—%
|
|
8,768
|
|
|
|
|
|||
|
NORTH CAROLINA
|
|
|
|
1,763,000
|
|
|
|
|
|
|
|
|
|
|
6%
|
|
8,768
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
TOTAL OFFICE PROPERTIES
|
|
|
|
14,770,000
|
|
|
|
|
|
|
|
|
|
|
98%
|
|
$
|
780,812
|
|
|
$
|
241,719
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
II.
|
OTHER PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Emory Point Apartments (Phase I) (6)
|
|
Atlanta
|
|
404,000
|
|
|
Unconsolidated
|
|
75%
|
|
95.7%
|
|
96.0%
|
|
2%
|
|
$
|
36,123
|
|
|
|
|
||
|
Emory Point Retail (Phase I)
|
|
Atlanta
|
|
80,000
|
|
|
Unconsolidated
|
|
75%
|
|
84.7%
|
|
76.8%
|
|
—%
|
|
7,399
|
|
|
|
|
|||
|
Emory Point Retail (Phase II)
|
|
Atlanta
|
|
45,000
|
|
|
Unconsolidated
|
|
75%
|
|
69.1%
|
|
64.7%
|
|
—%
|
|
4,602
|
|
|
|
|
|||
|
Emory Point Apartments (Phase II) (6)
|
|
Atlanta
|
|
257,000
|
|
|
Unconsolidated
|
|
75%
|
|
42.7%
|
|
36.4%
|
|
—%
|
|
26,081
|
|
|
|
|
|||
|
TOTAL OTHER PROPERTIES
|
|
|
|
786,000
|
|
|
|
|
|
|
|
|
|
|
2%
|
|
74,205
|
|
|
$
|
8,717
|
|
|
|
|
TOTAL PORTFOLIO
|
|
|
|
15,556,000
|
|
|
|
|
|
|
|
|
|
|
100%
|
|
$
|
855,017
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 three months ended December 31, 2015.
|
(3)
|
Contains multiple buildings that are grouped together for reporting purposes.
|
(4)
|
Research Park V became operational on December 1, 2015.
|
(5)
|
100 North Point Center East was sold in January 2016.
|
(6)
|
Phase I consists of 443 units and Phase II consists of 307 units.
|
(7)
|
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.
|
(8)
|
Included in this amount is $9.6 million of Annualized Base Rent for tenants in a free rent period.
|
Year of Expiration
|
|
Number of Tenants
|
|
Square Feet
Expiring (1) |
|
% of Leased Space
|
|
Annual Contractual Rents ($000's) (1)(2)
|
|
% of Total Annual Contractual Rents
|
|
Annual Contractual Rent/Sq. Ft. (2)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
123
|
|
|
657,081
|
|
|
5.3
|
%
|
|
$
|
12,454
|
|
|
4.2
|
%
|
|
$
|
18.95
|
|
2017
|
|
112
|
|
|
877,583
|
|
|
7.2
|
%
|
|
18,904
|
|
|
6.5
|
%
|
|
21.54
|
|
||
2018
|
|
90
|
|
|
602,005
|
|
|
4.9
|
%
|
|
13,882
|
|
|
4.8
|
%
|
|
23.06
|
|
||
2019
|
|
96
|
|
|
1,576,714
|
|
|
13.0
|
%
|
|
35,505
|
|
|
12.2
|
%
|
|
22.52
|
|
||
2020
|
|
74
|
|
|
761,835
|
|
|
6.3
|
%
|
|
17,501
|
|
|
6.0
|
%
|
|
22.97
|
|
||
2021
|
|
68
|
|
|
1,204,654
|
|
|
9.9
|
%
|
|
30,115
|
|
|
10.3
|
%
|
|
25.00
|
|
||
2022
|
|
43
|
|
|
1,309,819
|
|
|
10.8
|
%
|
|
31,009
|
|
|
10.6
|
%
|
|
23.67
|
|
||
2023
|
|
44
|
|
|
1,497,307
|
|
|
12.3
|
%
|
|
34,083
|
|
|
11.7
|
%
|
|
22.76
|
|
||
2024
|
|
21
|
|
|
731,773
|
|
|
6.0
|
%
|
|
20,878
|
|
|
7.2
|
%
|
|
28.53
|
|
||
2025 &Thereafter
|
|
59
|
|
|
2,954,394
|
|
|
24.3
|
%
|
|
77,377
|
|
|
26.5
|
%
|
|
26.19
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
730
|
|
|
12,173,165
|
|
|
100.0
|
%
|
|
$
|
291,708
|
|
|
100.0
|
%
|
|
$
|
23.96
|
|
(1) Company's share.
|
|||
(2) Annual Contractual Rent shown is the rate in the year of expiration. It includes the minimum contractual rent paid by the tenant which may or may not include a base year of operating expenses depending upon the terms of the lease.
|
Project
|
|
Type
|
|
Metropolitan Area
|
|
Company's Ownership Interest
|
|
Project Start Date
|
|
Number of Square Feet /Apartment Units
|
|
Estimated Project Cost (2) ($ in thousands)
|
|
Project Cost Incurred to Date (2) ($ in thousands)
|
|
Percent Leased
|
|
Initial Occupancy (3)
|
|
Estimated Stabilization (4)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Carolina Square
|
|
Mixed
|
|
Chapel Hill, NC
|
|
50
|
%
|
|
2Q15
|
|
|
|
$
|
123,000
|
|
|
$
|
14,698
|
|
|
|
|
|
|
|
||
Office
|
|
|
|
|
|
|
|
|
|
159,000
|
|
|
|
|
|
|
67
|
%
|
|
2Q17
|
|
2Q18
|
|||||
Retail
|
|
|
|
|
|
|
|
|
|
43,000
|
|
|
|
|
|
|
—
|
%
|
|
2Q17
|
|
2Q18
|
|||||
Apartments
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
—
|
%
|
|
2Q17
|
|
2Q18
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NCR Phase I
|
|
Office
|
|
Atlanta, GA
|
|
100
|
%
|
|
3Q15
|
|
485,000
|
|
|
200,000
|
|
|
27,890
|
|
|
100
|
%
|
|
1Q18
|
|
1Q18
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
323,000
|
|
|
$
|
42,588
|
|
|
|
|
|
|
|
(1)
|
This schedule shows projects currently under active development through the substantial completion of construction. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation is required to derive these costs, and the final costs may differ from these estimates. The projected stabilization dates are also estimates and are subject to change as the project proceeds through the development process.
|
||||
(2)
|
Amount represents 100% of the estimated project cost. Carolina Square is expected to be funded with a combination of equity from the partners and up to $80.0 million from a construction loan, which has no outstanding balance as of December 31, 2015.
|
||||
(3)
|
Represents the quarter which the Company estimates the first tenant occupies space.
|
||||
(4)
|
Stabilization represents the earlier of the quarter in which the Company estimates it will achieve 90% economic occupancy or one year from initial occupancy.
|
|
|
Metropolitan Area
|
|
Company's Ownership Interest
|
|
Total Developable Land (Acres)
|
|
Company's Share
|
||||
Commercial
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
North Point
|
|
Atlanta
|
|
100.00%
|
|
32
|
|
|
|
|||
Wildwood Office Park
|
|
Atlanta
|
|
50.00%
|
|
22
|
|
|
|
|||
The Avenue Forsyth-Adjacent Land
|
|
Atlanta
|
|
100.00%
|
|
10
|
|
|
|
|||
NCR Phase II (1)
|
|
Atlanta
|
|
100.00%
|
|
1
|
|
|
|
|||
Georgia
|
|
|
|
|
|
65
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Victory Center
|
|
Dallas
|
|
75.0%
|
|
3
|
|
|
|
|||
Texas
|
|
|
|
|
|
3
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Commercial Land Held (Acres)
|
|
|
|
|
|
68
|
|
|
56
|
|
||
|
|
|
|
|
|
|
|
|
||||
Cost Basis of Commercial Land Held
|
|
|
|
|
|
$
|
39,364
|
|
|
$
|
20,577
|
|
|
|
|
|
|
|
|
|
|
||||
Residential (2)
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Paulding County
|
|
Atlanta
|
|
50.00%
|
|
478
|
|
|
|
|||
Callaway Gardens (3)
|
|
Atlanta
|
|
100.00%
|
|
218
|
|
|
|
|||
Georgia
|
|
|
|
|
|
696
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Padre Island
|
|
Corpus Christi
|
|
50.00%
|
|
15
|
|
|
|
|||
Texas
|
|
|
|
|
|
15
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Residential Land Held (Acres)
|
|
|
|
|
|
711
|
|
|
465
|
|
||
|
|
|
|
|
|
|
|
|
||||
Cost Basis of Residential Land Held
|
|
|
|
|
|
$
|
11,899
|
|
|
$
|
8,363
|
|
|
|
|
|
|
|
|
|
|
||||
Grand Total Land Held (Acres)
|
|
|
|
|
|
779
|
|
|
521
|
|
||
|
|
|
|
|
|
|
|
|
||||
Grand Total Cost Basis of Land Held
|
|
|
|
|
|
$
|
51,263
|
|
|
$
|
28,940
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents land adjacent to NCR Development project. Upon completion of the NCR development project, NCR is required to pay rent on this land.
|
||||
(2)
|
Residential represents land that may be sold to third parties as lots or in large tracts for residential development.
|
||||
(3)
|
Company's ownership interest is shown at 100% as Callaway Gardens is owned in a joint venture which is consolidated with the Company.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item X.
|
Executive Officers of the Registrant
|
Name
|
|
Age
|
|
Office Held
|
Lawrence L. Gellerstedt III
|
|
59
|
|
President, Chief Executive Officer
|
Gregg D. Adzema
|
|
51
|
|
Executive Vice President, Chief Financial Officer
|
M. Colin Connolly
|
|
39
|
|
Executive Vice President, Chief Investment Officer
|
John S. McColl
|
|
53
|
|
Executive Vice President
|
John D. Harris, Jr.
|
|
56
|
|
Senior Vice President, Chief Accounting Officer, Treasurer and Assistant Secretary
|
Pamela F. Roper
|
|
42
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
|
2015 Quarters
|
|
2014 Quarters
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
High
|
$
|
11.63
|
|
|
$
|
10.96
|
|
|
$
|
10.89
|
|
|
$
|
10.37
|
|
|
$
|
11.77
|
|
|
$
|
12.50
|
|
|
$
|
13.30
|
|
|
$
|
13.20
|
|
Low
|
$
|
10.01
|
|
|
$
|
9.40
|
|
|
$
|
8.68
|
|
|
$
|
8.87
|
|
|
$
|
10.10
|
|
|
$
|
11.23
|
|
|
$
|
11.95
|
|
|
$
|
10.69
|
|
Dividends
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
Payment Date
|
2/23/2015
|
|
|
5/28/2015
|
|
|
8/24/2015
|
|
|
12/18/2015
|
|
|
2/24/2014
|
|
|
5/28/2014
|
|
|
8/25/2014
|
|
|
12/19/2014
|
|
|
Total Number
of Shares
Purchased (1)
|
|
Average Price
Paid per Share (1)
|
|||
October 1 - 31
|
1,351
|
|
|
$
|
10.25
|
|
November 1 - 30
|
—
|
|
|
$
|
—
|
|
December 1 - 31
|
3,157,438
|
|
|
$
|
9.20
|
|
|
3,158,789
|
|
|
$
|
9.20
|
|
(1)
|
All activity for the fourth quarter of
2015
is related to the remittances of shares for option exercises and share repurchases. Share repurchases were made under our $100 million share repurchase program initiated in September 2015. Share repurchases may be executed in the open market, through private negotiations, or other transactions permitted by law.
|
|
Fiscal Year Ended
|
||||||||||||||||
Index
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||
Cousins Properties Incorporated
|
100.00
|
|
|
78.77
|
|
|
105.01
|
|
|
131.86
|
|
|
150.06
|
|
|
127.92
|
|
NYSE Composite Index
|
100.00
|
|
|
96.33
|
|
|
111.89
|
|
|
141.41
|
|
|
151.12
|
|
|
145.12
|
|
FTSE NAREIT Equity Index
|
100.00
|
|
|
108.29
|
|
|
127.85
|
|
|
131.01
|
|
|
170.49
|
|
|
175.94
|
|
SNL US REIT Office Index
|
100.00
|
|
|
99.10
|
|
|
113.54
|
|
|
120.99
|
|
|
152.53
|
|
|
153.87
|
|
Item 6.
|
Selected Financial Data
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Rental property revenues
|
$
|
373,068
|
|
|
$
|
343,910
|
|
|
$
|
194,420
|
|
|
$
|
114,208
|
|
|
$
|
94,704
|
|
Fee income
|
7,297
|
|
|
12,519
|
|
|
10,891
|
|
|
17,797
|
|
|
13,821
|
|
|||||
Other
|
1,278
|
|
|
4,954
|
|
|
5,430
|
|
|
4,841
|
|
|
9,600
|
|
|||||
Total revenues
|
381,643
|
|
|
361,383
|
|
|
210,741
|
|
|
136,846
|
|
|
118,125
|
|
|||||
Rental property operating expenses
|
156,157
|
|
|
155,934
|
|
|
90,498
|
|
|
50,329
|
|
|
40,817
|
|
|||||
Reimbursed expenses
|
3,430
|
|
|
3,652
|
|
|
5,215
|
|
|
7,063
|
|
|
6,208
|
|
|||||
General and administrative expenses
|
17,099
|
|
|
19,969
|
|
|
22,460
|
|
|
23,208
|
|
|
24,166
|
|
|||||
Interest expense
|
30,723
|
|
|
29,110
|
|
|
21,709
|
|
|
23,933
|
|
|
26,677
|
|
|||||
Depreciation and amortization
|
135,416
|
|
|
140,018
|
|
|
76,277
|
|
|
39,424
|
|
|
30,666
|
|
|||||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|
96,818
|
|
|||||
Other
|
1,299
|
|
|
4,674
|
|
|
11,177
|
|
|
7,922
|
|
|
9,951
|
|
|||||
Total expenses
|
344,124
|
|
|
353,357
|
|
|
227,336
|
|
|
152,367
|
|
|
235,303
|
|
|||||
Loss on extinguishment of debt and interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|||||
Benefit (provision) for income taxes from operations
|
—
|
|
|
20
|
|
|
23
|
|
|
(91
|
)
|
|
186
|
|
|||||
Income (loss) from unconsolidated joint ventures
|
8,302
|
|
|
11,268
|
|
|
67,325
|
|
|
39,258
|
|
|
(18,299
|
)
|
|||||
Gain on sale of investment properties
|
80,394
|
|
|
12,536
|
|
|
61,288
|
|
|
4,053
|
|
|
3,494
|
|
|||||
Income (loss) from continuing operations
|
126,215
|
|
|
31,850
|
|
|
112,041
|
|
|
27,605
|
|
|
(131,797
|
)
|
|||||
Income (loss) from discontinued operations
|
(586
|
)
|
|
21,158
|
|
|
14,788
|
|
|
20,314
|
|
|
8,330
|
|
|||||
Net income (loss)
|
125,629
|
|
|
53,008
|
|
|
126,829
|
|
|
47,919
|
|
|
(123,467
|
)
|
|||||
Net income attributable to noncontrolling interests
|
(111
|
)
|
|
(1,004
|
)
|
|
(5,068
|
)
|
|
(2,191
|
)
|
|
(4,958
|
)
|
|||||
Preferred share original issuance costs
|
—
|
|
|
(3,530
|
)
|
|
(2,656
|
)
|
|
—
|
|
|
—
|
|
|||||
Preferred dividends
|
—
|
|
|
(2,955
|
)
|
|
(10,008
|
)
|
|
(12,907
|
)
|
|
(12,907
|
)
|
|||||
Net income (loss) available to common stockholders
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
$
|
109,097
|
|
|
$
|
32,821
|
|
|
$
|
(141,332
|
)
|
Net income (loss) from continuing operations attributable to controlling interest per common share—basic and diluted
|
$
|
0.58
|
|
|
$
|
0.12
|
|
|
$
|
0.66
|
|
|
$
|
0.12
|
|
|
$
|
(1.44
|
)
|
Net income (loss) per common share—basic and diluted
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.76
|
|
|
$
|
0.32
|
|
|
$
|
(1.36
|
)
|
Dividends declared per common share
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Total assets (at year-end)
|
$
|
2,597,803
|
|
|
$
|
2,667,330
|
|
|
$
|
2,273,206
|
|
|
$
|
1,124,242
|
|
|
$
|
1,235,535
|
|
Notes payable (at year-end)
|
$
|
721,293
|
|
|
$
|
792,344
|
|
|
$
|
630,094
|
|
|
$
|
425,410
|
|
|
$
|
5,394,423
|
|
Stockholders’ investment (at year-end)
|
$
|
1,683,415
|
|
|
$
|
1,673,458
|
|
|
$
|
1,457,401
|
|
|
$
|
620,342
|
|
|
$
|
603,692
|
|
Common shares outstanding (at year-end)
|
211,513
|
|
|
216,513
|
|
|
189,666
|
|
|
104,090
|
|
|
103,702
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
260,634
|
|
|
$
|
260,055
|
|
|
$
|
579
|
|
|
0.2
|
%
|
Non-Same Property
|
112,434
|
|
|
83,855
|
|
|
28,579
|
|
|
34.1
|
%
|
|||
|
$
|
373,068
|
|
|
$
|
343,910
|
|
|
$
|
29,158
|
|
|
8.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
110,209
|
|
|
$
|
114,691
|
|
|
$
|
(4,482
|
)
|
|
(3.9
|
)%
|
Non-Same Property
|
45,948
|
|
|
41,243
|
|
|
4,705
|
|
|
11.4
|
%
|
|||
|
$
|
156,157
|
|
|
$
|
155,934
|
|
|
$
|
223
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
150,425
|
|
|
$
|
145,364
|
|
|
$
|
5,061
|
|
|
3.5
|
%
|
Non-Same Property NOI
|
$
|
66,486
|
|
|
$
|
42,612
|
|
|
$
|
23,874
|
|
|
56.0
|
%
|
Total NOI
|
$
|
216,911
|
|
|
$
|
187,976
|
|
|
$
|
28,935
|
|
|
59.5
|
%
|
|
Year Ended December 31,
|
|
||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
73,558
|
|
|
$
|
72,584
|
|
|
$
|
974
|
|
|
1.3
|
%
|
Non-Same Property
|
270,352
|
|
|
121,836
|
|
|
148,516
|
|
|
121.9
|
%
|
|||
|
$
|
343,910
|
|
|
$
|
194,420
|
|
|
$
|
149,490
|
|
|
76.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
32,925
|
|
|
$
|
33,109
|
|
|
$
|
(184
|
)
|
|
(0.6
|
)%
|
Non-Same Property
|
123,009
|
|
|
57,389
|
|
|
65,620
|
|
|
114.3
|
%
|
|||
|
$
|
155,934
|
|
|
$
|
90,498
|
|
|
$
|
65,436
|
|
|
72.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
40,633
|
|
|
$
|
39,475
|
|
|
$
|
1,158
|
|
|
2.9
|
%
|
Non-Same Property NOI
|
$
|
147,343
|
|
|
$
|
64,447
|
|
|
$
|
82,896
|
|
|
128.6
|
%
|
Total NOI
|
$
|
187,976
|
|
|
$
|
103,922
|
|
|
$
|
84,054
|
|
|
131.5
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net operating income
|
$
|
24,335
|
|
|
$
|
25,896
|
|
|
$
|
27,763
|
|
Other income
|
787
|
|
|
717
|
|
|
501
|
|
|||
Depreciation and amortization
|
(11,645
|
)
|
|
(11,913
|
)
|
|
(13,435
|
)
|
|||
Interest expense
|
(7,455
|
)
|
|
(7,364
|
)
|
|
(7,963
|
)
|
|||
Land sales gain
|
2,280
|
|
|
2,165
|
|
|
115
|
|
|||
Other gains
|
—
|
|
|
1,767
|
|
|
60,344
|
|
|||
Income from unconsolidated joint ventures
|
$
|
8,302
|
|
|
$
|
11,268
|
|
|
$
|
67,325
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Net Income Available to Common Stockholders
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
$
|
109,097
|
|
|
Depreciation and amortization:
|
|
|
|
|
|
|||||||
Consolidated properties
|
133,796
|
|
—
|
|
139,151
|
|
|
78,607
|
|
|||
Share of unconsolidated joint ventures
|
11,645
|
|
|
11,915
|
|
|
13,434
|
|
||||
Gain on sale of depreciated properties:
|
|
|
|
|
|
|||||||
Consolidated properties
|
(78,210
|
)
|
|
(30,188
|
)
|
|
(67,056
|
)
|
||||
Share of unconsolidated joint ventures
|
—
|
|
|
(1,767
|
)
|
|
(60,345
|
)
|
||||
Noncontrolling interest related to the sale of depreciated properties
|
—
|
|
|
574
|
|
|
3,397
|
|
||||
Funds From Operations Available to Common Stockholders
|
$
|
192,749
|
|
|
$
|
165,204
|
|
|
$
|
77,134
|
|
|
Per Common Share—Basic and Diluted:
|
|
|
|
|
|
|||||||
Net Income Available
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.76
|
|
|
Funds From Operations
|
$
|
0.89
|
|
|
$
|
0.81
|
|
|
$
|
0.53
|
|
|
Weighted Average Shares—Basic
|
215,827
|
|
|
204,216
|
|
|
144,255
|
|
||||
Weighted Average Shares—Diluted
|
215,979
|
|
|
204,460
|
|
|
144,420
|
|
•
|
property acquisitions;
|
•
|
expenditures on development projects;
|
•
|
building improvements, tenant improvements, and leasing costs;
|
•
|
principal and interest payments on indebtedness;
|
•
|
repurchase of our common stock; and
|
•
|
common stock dividends.
|
•
|
net cash from operations;
|
•
|
sales of assets;
|
•
|
borrowings under our Credit Facility;
|
•
|
proceeds from mortgage notes payable;
|
•
|
proceeds from equity offerings; and
|
•
|
joint venture formations.
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Company debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unsecured Credit Facility
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
Mortgage notes payable
|
629,293
|
|
|
10,070
|
|
|
243,929
|
|
|
204,469
|
|
|
170,825
|
|
|||||
Interest commitments (1)
|
149,988
|
|
|
53,373
|
|
|
47,893
|
|
|
33,174
|
|
|
15,548
|
|
|||||
Ground leases
|
144,674
|
|
|
1,648
|
|
|
3,306
|
|
|
3,316
|
|
|
136,404
|
|
|||||
Other operating leases
|
262
|
|
|
136
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,016,217
|
|
|
$
|
65,227
|
|
|
$
|
295,254
|
|
|
$
|
332,959
|
|
|
$
|
322,777
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded tenant improvements and other
|
82,400
|
|
|
48,943
|
|
|
17,299
|
|
|
16,158
|
|
|
—
|
|
|||||
Letters of credit
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Performance bonds
|
946
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
833
|
|
|||||
Total commitments
|
$
|
84,346
|
|
|
$
|
50,056
|
|
|
$
|
17,299
|
|
|
$
|
16,158
|
|
|
$
|
833
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
December 31, 2015
.
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 to 2014 Change
|
|
2014 to 2013 Change
|
||||||||||
Net cash provided by operating activities
|
$
|
151,661
|
|
|
$
|
142,400
|
|
|
$
|
137,340
|
|
|
$
|
9,261
|
|
|
$
|
5,060
|
|
Net cash provided by (used in) investing activities
|
38,482
|
|
|
(461,615
|
)
|
|
(1,266,193
|
)
|
|
500,097
|
|
|
804,578
|
|
|||||
Net cash provided by (used in) financing activities
|
(188,140
|
)
|
|
318,240
|
|
|
952,936
|
|
|
(506,380
|
)
|
|
(634,696
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Acquisition of property
|
$
|
—
|
|
|
$
|
551,153
|
|
|
$
|
1,470,147
|
|
Projects under development
|
52,015
|
|
|
63,911
|
|
|
16,829
|
|
|||
Operating properties—leasing costs
|
28,052
|
|
|
10,431
|
|
|
14,594
|
|
|||
Operating properties—building improvements
|
83,615
|
|
|
76,296
|
|
|
20,726
|
|
|||
Land held for investment
|
8,098
|
|
|
—
|
|
|
—
|
|
|||
Capitalized interest
|
3,579
|
|
|
2,535
|
|
|
518
|
|
|||
Capitalized salaries
|
7,146
|
|
|
6,821
|
|
|
5,230
|
|
|||
Accrued capital expenditures adjustment
|
2,483
|
|
|
(404
|
)
|
|
(1,781
|
)
|
|||
Total property acquisition, development and tenant asset expenditures
|
$
|
184,988
|
|
|
$
|
710,743
|
|
|
$
|
1,526,263
|
|
New leases
|
|
$5.90
|
Renewal leases
|
|
$2.15
|
Expansion leases
|
|
$6.32
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
($ in thousands)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value
|
||||||||||||||||
Notes Payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
10,070
|
|
|
$
|
138,195
|
|
|
$
|
105,734
|
|
|
$
|
9,447
|
|
|
$
|
195,022
|
|
|
$
|
170,825
|
|
|
$
|
629,293
|
|
|
$
|
646,136
|
|
Average Interest Rate
|
4.87
|
%
|
|
6.27
|
%
|
|
3.43
|
%
|
|
4.27
|
%
|
|
4.46
|
%
|
|
4.03
|
%
|
|
4.57
|
%
|
|
—
|
%
|
||||||||
Variable Rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,000
|
|
|
$
|
92,000
|
|
Average Interest Rate (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.53
|
%
|
|
—
|
%
|
|
—
|
|
|
1.53
|
%
|
|
—
|
%
|
(1)
|
Interest rates on variable rate notes payable are equal to the variable rates in effect on
December 31, 2015
.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2015
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
91,976
|
|
|
$
|
97,903
|
|
|
$
|
98,146
|
|
|
$
|
93,618
|
|
Income from unconsolidated joint ventures
|
1,611
|
|
|
1,761
|
|
|
3,716
|
|
|
1,214
|
|
||||
Gain (loss) on sale of investment properties
|
1,105
|
|
|
(576
|
)
|
|
37,145
|
|
|
42,720
|
|
||||
Income from continuing operations
|
7,768
|
|
|
7,957
|
|
|
53,614
|
|
|
56,876
|
|
||||
Income (loss) from discontinued operations
|
(565
|
)
|
|
(6
|
)
|
|
6
|
|
|
(21
|
)
|
||||
Net income
|
7,203
|
|
|
7,951
|
|
|
53,620
|
|
|
56,855
|
|
||||
Net income attributable to controlling interest
|
7,203
|
|
|
7,951
|
|
|
53,620
|
|
|
56,744
|
|
||||
Net income available to common stockholders
|
7,203
|
|
|
7,951
|
|
|
53,620
|
|
|
56,744
|
|
||||
Basic and diluted net income per common share
|
0.03
|
|
|
0.04
|
|
|
0.25
|
|
|
0.27
|
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
81,725
|
|
|
$
|
84,505
|
|
|
$
|
89,098
|
|
|
$
|
106,055
|
|
Income from unconsolidated joint ventures
|
1,287
|
|
|
2,027
|
|
|
2,030
|
|
|
5,924
|
|
||||
Gain on sale of investment properties
|
161
|
|
|
1,327
|
|
|
81
|
|
|
10,967
|
|
||||
Income (loss) from continuing operations
|
(121
|
)
|
|
2,034
|
|
|
6,073
|
|
|
23,864
|
|
||||
Income (loss) from discontinued operations
|
7,255
|
|
|
580
|
|
|
13,341
|
|
|
(18
|
)
|
||||
Net income
|
7,134
|
|
|
2,614
|
|
|
19,414
|
|
|
23,846
|
|
||||
Net income attributable to controlling interest
|
6,979
|
|
|
2,485
|
|
|
19,322
|
|
|
23,218
|
|
||||
Net income (loss) available to common stockholders
|
5,202
|
|
|
(2,223
|
)
|
|
19,322
|
|
|
23,218
|
|
||||
Basic and diluted net income (loss) per common share
|
0.03
|
|
|
(0.01
|
)
|
|
0.09
|
|
|
0.11
|
|
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, 2015 and 2014
|
F-3
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014, and 2013
|
F-4
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014, and 2013
|
F-5
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014, and 2013
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-7
|
2.
|
Financial Statement Schedule
|
|
|
Page Number
|
|
A. Schedule III—Real Estate and Accumulated Depreciation—December 31, 2015
|
S-1 through S-3
|
(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.)
|
|
|
|
2.6
|
|
Purchase and Sale Contract for Northpark Town Center, dated as of August 1, 2014, by and between FulcoProp400LLC and FulcoProp56 LLC and Cousins Acquisitions Entity, LLC, a wholly owned subsidiary of the Registrant, filed as Exhibit 2.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 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.
|
|
|
|
3.1.4
|
|
Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014, 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, filed as Exhibit 10(a)(xxxi) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.
|
|
|
|
10(a)(xxxii)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxii) to the Registrant's Form 10-K for the year ended December 31, 2013, and incorporated herein by reference.
|
|
|
|
10(a)(xxxiii)*
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2015-2017 Performance Period, filed as Exhibit 10(a)(xxxiii) to the Registrant's Form 10-K for the year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
|
|
10(a)(xxxiv)*†
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2016-2018 Performance Period.
|
|
|
|
10(a)(xxxv)*†
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate.
|
|
|
|
10(a)(xxxvi)*†
|
|
Form of Amendment Number One to Change in Control Severance Agreement.
|
|
|
|
10(d)
|
|
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(e)
|
|
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(f)
|
|
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(g)
|
|
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(h)
|
|
Third Amended and Restated Credit Agreement, dated as of May 28, 2014, among Cousins Properties Incorporated as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C Issuer; Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer; SunTrust Bank as Documentation Agent and an L/C Issuer; Wells Fargo Bank, N.A., PNC Bank, N. A., U.S. Bank National, N. A., Citizens Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Co-Documentation Agents; The Northern Trust Company, First Tennessee Bank N.A. and Atlantic Capital Bank as Other Lender Parties; J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 28, 2014, and incorporated herein by reference.
|
|
|
|
|
|
|
10(i)
|
|
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 15 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.
|
*
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Indicates a management contract or compensatory plan or arrangement.
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†
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Filed herewith.
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|
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Cousins Properties Incorporated
(Registrant)
|
||
Dated:
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February 10, 2016
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||
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BY:
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/s/ Gregg D. Adzema
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Gregg D. Adzema
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Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
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Signature
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Capacity
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Date
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/s/ Lawrence L. Gellerstedt III
|
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Chief Executive Officer,
|
|
February 10, 2016
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Lawrence L. Gellerstedt III
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President and Director
(Principal Executive Officer)
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/s/ Gregg D. Adzema
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Executive Vice President and
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|
February 10, 2016
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Gregg D. Adzema
|
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Chief Financial Officer
(Principal Financial Officer)
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/s/ John D. Harris, Jr.
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Senior Vice President, Chief
|
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February 10, 2016
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John D. Harris, Jr.
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Accounting Officer, Treasurer and Assistant Secretary
(Principal Accounting Officer)
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/s/ Robert M. Chapman
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Director
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February 10, 2016
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Robert M. Chapman
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/s/ Tom G. Charlesworth
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Director
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|
February 10, 2016
|
Tom G. Charlesworth
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/s/ Lillian C. Giornelli
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Director
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February 10, 2016
|
Lillian C. Giornelli
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/s/ S. Taylor Glover
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Chairman of the Board of Directors
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February 10, 2016
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S. Taylor Glover
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/s/ James H. Hance, Jr.
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Director
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February 10, 2016
|
James H. Hance, Jr.
|
|
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/s/ Donna W. Hyland
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Director
|
|
February 10, 2016
|
Donna W. Hyland
|
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/s/ R. Dary Stone
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Director
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February 10, 2016
|
R. Dary Stone
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Cousins Properties Incorporated
|
Page
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|
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Report of Independent Registered Public Accounting Firm
|
|
|
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Consolidated Balance Sheets—December 31, 2015 and 2014
|
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014, and 2013
|
|
|
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Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014, and 2013
|
|
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Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014, and 2013
|
|
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Notes to Consolidated Financial Statements
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Operating properties, net of accumulated depreciation of $352,350 and $324,543 in 2015 and 2014, respectively
|
$
|
2,194,781
|
|
|
$
|
2,181,684
|
|
Projects under development
|
27,890
|
|
|
91,615
|
|
||
Land
|
17,829
|
|
|
21,646
|
|
||
|
2,240,500
|
|
|
2,294,945
|
|
||
Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $7,200 in 2015
|
7,246
|
|
|
—
|
|
||
Cash and cash equivalents
|
2,003
|
|
|
—
|
|
||
Restricted cash
|
4,304
|
|
|
5,042
|
|
||
Notes and accounts receivable, net of allowance for doubtful accounts of $1,353 and $1,643 in 2015 and 2014, respectively
|
10,828
|
|
|
10,732
|
|
||
Deferred rents receivable
|
67,258
|
|
|
57,939
|
|
||
Investment in unconsolidated joint ventures
|
102,577
|
|
|
100,498
|
|
||
Intangible assets, net of accumulated amortization of $103,458 and $76,050 in 2015 and 2014, respectively
|
124,615
|
|
|
163,244
|
|
||
Other assets
|
38,472
|
|
|
34,930
|
|
||
Total assets
|
$
|
2,597,803
|
|
|
$
|
2,667,330
|
|
Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
721,293
|
|
|
$
|
792,344
|
|
Accounts payable and accrued expenses
|
71,739
|
|
|
76,240
|
|
||
Deferred income
|
29,788
|
|
|
23,277
|
|
||
Intangible liabilities, net of accumulated amortization of $26,890 and $16,897 in 2015 and 2014, respectively
|
59,592
|
|
|
70,020
|
|
||
Other liabilities
|
30,629
|
|
|
31,991
|
|
||
Liabilities of real estate assets held for sale
|
1,347
|
|
|
—
|
|
||
Total liabilities
|
914,388
|
|
|
993,872
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Stockholders' investment:
|
|
|
|
||||
Preferred stock, $1 par value, 20,000,000 shares authorized, -0- shares issued and outstanding in 2015 and 2014
|
—
|
|
|
—
|
|
||
Common stock, $1 par value, 350,000,000 shares authorized, 220,255,676 and 220,082,610 shares issued in 2015 and 2014, respectively
|
220,256
|
|
|
220,083
|
|
||
Additional paid-in capital
|
1,722,224
|
|
|
1,720,972
|
|
||
Treasury stock at cost, 8,742,181 and 3,570,082 shares in 2015 and 2014, respectively
|
(134,630
|
)
|
|
(86,840
|
)
|
||
Distributions in excess of cumulative net income
|
(124,435
|
)
|
|
(180,757
|
)
|
||
Total equity
|
1,683,415
|
|
|
1,673,458
|
|
||
Total liabilities and equity
|
$
|
2,597,803
|
|
|
$
|
2,667,330
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental property revenues
|
$
|
373,068
|
|
|
$
|
343,910
|
|
|
$
|
194,420
|
|
Fee income
|
7,297
|
|
|
12,519
|
|
|
10,891
|
|
|||
Other
|
1,278
|
|
|
4,954
|
|
|
5,430
|
|
|||
|
381,643
|
|
|
361,383
|
|
|
210,741
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Rental property operating expenses
|
156,157
|
|
|
155,934
|
|
|
90,498
|
|
|||
Reimbursed expenses
|
3,430
|
|
|
3,652
|
|
|
5,215
|
|
|||
General and administrative expenses
|
17,099
|
|
|
19,969
|
|
|
22,460
|
|
|||
Interest expense
|
30,723
|
|
|
29,110
|
|
|
21,709
|
|
|||
Depreciation and amortization
|
135,416
|
|
|
140,018
|
|
|
76,277
|
|
|||
Acquisition and related costs
|
299
|
|
|
1,130
|
|
|
7,484
|
|
|||
Other
|
1,000
|
|
|
3,544
|
|
|
3,693
|
|
|||
|
344,124
|
|
|
353,357
|
|
|
227,336
|
|
|||
Income (loss) from continuing operations before taxes, unconsolidated joint ventures, and sale of investment properties
|
37,519
|
|
|
8,026
|
|
|
(16,595
|
)
|
|||
Benefit for income taxes from operations
|
—
|
|
|
20
|
|
|
23
|
|
|||
Income from unconsolidated joint ventures
|
8,302
|
|
|
11,268
|
|
|
67,325
|
|
|||
Income from continuing operations before gain on sale of investment properties
|
45,821
|
|
|
19,314
|
|
|
50,753
|
|
|||
Gain on sale of investment properties
|
80,394
|
|
|
12,536
|
|
|
61,288
|
|
|||
Income from continuing operations
|
126,215
|
|
|
31,850
|
|
|
112,041
|
|
|||
Income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
(35
|
)
|
|
1,800
|
|
|
3,299
|
|
|||
Gain (loss) on sale from discontinued operations
|
(551
|
)
|
|
19,358
|
|
|
11,489
|
|
|||
|
(586
|
)
|
|
21,158
|
|
|
14,788
|
|
|||
Net income
|
125,629
|
|
|
53,008
|
|
|
126,829
|
|
|||
Net income attributable to noncontrolling interests
|
(111
|
)
|
|
(1,004
|
)
|
|
(5,068
|
)
|
|||
Net income attributable to controlling interests
|
125,518
|
|
|
52,004
|
|
|
121,761
|
|
|||
Preferred share original issuance costs
|
—
|
|
|
(3,530
|
)
|
|
(2,656
|
)
|
|||
Dividends to preferred stockholders
|
—
|
|
|
(2,955
|
)
|
|
(10,008
|
)
|
|||
Net income available to common stockholders
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
$
|
109,097
|
|
Per common share information — basic and diluted:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to controlling interest
|
$
|
0.58
|
|
|
$
|
0.12
|
|
|
$
|
0.66
|
|
Income from discontinued operations
|
—
|
|
|
0.10
|
|
|
0.10
|
|
|||
Net income available to common stockholders
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.76
|
|
Weighted average shares — basic
|
215,827
|
|
|
204,216
|
|
|
144,255
|
|
|||
Weighted average shares — diluted
|
215,979
|
|
|
204,460
|
|
|
144,420
|
|
(In thousands)
|
|
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, 2012
|
|
$
|
169,602
|
|
|
$
|
107,660
|
|
|
$
|
690,024
|
|
|
$
|
(86,840
|
)
|
|
$
|
(260,104
|
)
|
|
$
|
620,342
|
|
|
$
|
22,611
|
|
|
$
|
642,953
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,761
|
|
|
121,761
|
|
|
5,000
|
|
|
126,761
|
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock offering, net of issuance costs
|
|
—
|
|
|
85,507
|
|
|
740,726
|
|
|
—
|
|
|
—
|
|
|
826,233
|
|
|
—
|
|
|
826,233
|
|
||||||||
Stock based compensation
|
|
—
|
|
|
111
|
|
|
(917
|
)
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|
(806
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(42
|
)
|
|
1,940
|
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
||||||||
Distribution to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,040
|
)
|
|
(26,040
|
)
|
||||||||
Redemption of preferred shares
|
|
(74,827
|
)
|
|
—
|
|
|
(10,822
|
)
|
|
—
|
|
|
10,822
|
|
|
(74,827
|
)
|
|
—
|
|
|
(74,827
|
)
|
||||||||
Preferred dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,008
|
)
|
|
(10,008
|
)
|
|
—
|
|
|
(10,008
|
)
|
||||||||
Common dividends ($0.18 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,192
|
)
|
|
(27,192
|
)
|
|
—
|
|
|
(27,192
|
)
|
||||||||
Balance December 31, 2013
|
|
$
|
94,775
|
|
|
$
|
193,236
|
|
|
$
|
1,420,951
|
|
|
$
|
(86,840
|
)
|
|
$
|
(164,721
|
)
|
|
$
|
1,457,401
|
|
|
$
|
1,571
|
|
|
$
|
1,458,972
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,004
|
|
|
52,004
|
|
|
1,004
|
|
|
53,008
|
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock offering, net of issuance costs
|
|
—
|
|
|
26,700
|
|
|
295,196
|
|
|
—
|
|
|
—
|
|
|
321,896
|
|
|
—
|
|
|
321,896
|
|
||||||||
Stock based compensation
|
|
—
|
|
|
156
|
|
|
(706
|
)
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|
—
|
|
|
(550
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(9
|
)
|
|
2,001
|
|
|
—
|
|
|
—
|
|
|
1,992
|
|
|
—
|
|
|
1,992
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,575
|
)
|
|
(2,575
|
)
|
||||||||
Redemption of preferred shares
|
|
(94,775
|
)
|
|
—
|
|
|
3,530
|
|
|
—
|
|
|
(3,530
|
)
|
|
(94,775
|
)
|
|
—
|
|
|
(94,775
|
)
|
||||||||
Preferred dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|
(2,955
|
)
|
|
—
|
|
|
(2,955
|
)
|
||||||||
Common dividends ($0.30 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,555
|
)
|
|
(61,555
|
)
|
|
—
|
|
|
(61,555
|
)
|
||||||||
Balance December 31, 2014
|
|
$
|
—
|
|
|
$
|
220,083
|
|
|
$
|
1,720,972
|
|
|
$
|
(86,840
|
)
|
|
$
|
(180,757
|
)
|
|
$
|
1,673,458
|
|
|
$
|
—
|
|
|
$
|
1,673,458
|
|
Net income
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
125,518
|
|
|
125,518
|
|
|
111
|
|
|
125,629
|
|
||||||||
Common stock issued pursuant to stock based compensation
|
|
—
|
|
|
173
|
|
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
1,473
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
(111
|
)
|
||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,790
|
)
|
|
—
|
|
|
(47,790
|
)
|
|
—
|
|
|
(47,790
|
)
|
||||||||
Common dividends ($0.32 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,196
|
)
|
|
(69,196
|
)
|
|
—
|
|
|
(69,196
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||||
Balance December 31, 2015
|
|
$
|
—
|
|
|
$
|
220,256
|
|
|
$
|
1,722,224
|
|
|
$
|
(134,630
|
)
|
|
$
|
(124,435
|
)
|
|
$
|
1,683,415
|
|
|
$
|
—
|
|
|
$
|
1,683,415
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
125,629
|
|
|
$
|
53,008
|
|
|
$
|
126,829
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of investment properties, including discontinued operations
|
(79,843
|
)
|
|
(31,894
|
)
|
|
(68,200
|
)
|
|||
Gain on sale of third party management and leasing business
|
—
|
|
|
—
|
|
|
(4,577
|
)
|
|||
Depreciation and amortization, including discontinued operations
|
135,462
|
|
|
141,022
|
|
|
76,478
|
|
|||
Amortization of deferred financing costs
|
1,423
|
|
|
604
|
|
|
615
|
|
|||
Amortization of stock options and restricted stock, net of forfeitures
|
1,473
|
|
|
1,992
|
|
|
1,898
|
|
|||
Effect of certain non-cash adjustments to rental revenues
|
(26,475
|
)
|
|
(30,039
|
)
|
|
(11,660
|
)
|
|||
Income from unconsolidated joint ventures
|
(8,302
|
)
|
|
(11,268
|
)
|
|
(67,325
|
)
|
|||
Operating distributions from unconsolidated joint ventures
|
8,760
|
|
|
10,296
|
|
|
67,101
|
|
|||
Land and multi-family cost of sales, net of closing costs paid
|
—
|
|
|
302
|
|
|
967
|
|
|||
Changes in other operating assets and liabilities:
|
|
|
|
|
|
||||||
Change in other receivables and other assets, net
|
(10,937
|
)
|
|
(644
|
)
|
|
(9,619
|
)
|
|||
Change in operating liabilities
|
4,471
|
|
|
9,021
|
|
|
24,833
|
|
|||
Net cash provided by operating activities
|
151,661
|
|
|
142,400
|
|
|
137,340
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from investment property sales
|
225,307
|
|
|
244,471
|
|
|
178,966
|
|
|||
Proceeds from sale of third party management and leasing business
|
—
|
|
|
—
|
|
|
4,577
|
|
|||
Property acquisition, development and tenant asset expenditures
|
(184,988
|
)
|
|
(710,743
|
)
|
|
(1,526,263
|
)
|
|||
Investment in unconsolidated joint ventures
|
(9,985
|
)
|
|
(18,342
|
)
|
|
(11,922
|
)
|
|||
Distributions from unconsolidated joint ventures
|
7,555
|
|
|
26,179
|
|
|
88,635
|
|
|||
Change in notes receivable and other assets
|
118
|
|
|
(1,819
|
)
|
|
(75
|
)
|
|||
Change in restricted cash
|
475
|
|
|
(1,361
|
)
|
|
(111
|
)
|
|||
Net cash provided by (used in) investing activities
|
38,482
|
|
|
(461,615
|
)
|
|
(1,266,193
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from credit facility
|
355,900
|
|
|
764,575
|
|
|
365,075
|
|
|||
Repayment of credit facility
|
(404,100
|
)
|
|
(664,450
|
)
|
|
(325,000
|
)
|
|||
Proceeds from notes payable
|
—
|
|
|
85,068
|
|
|
304,275
|
|
|||
Repayment of notes payable
|
(22,851
|
)
|
|
(22,943
|
)
|
|
(77,887
|
)
|
|||
Payment of loan issuance costs
|
—
|
|
|
(3,995
|
)
|
|
(1,693
|
)
|
|||
Common stock issued, net of expenses
|
8
|
|
|
321,845
|
|
|
826,233
|
|
|||
Repurchase of common stock
|
(47,790
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred shares
|
—
|
|
|
(94,775
|
)
|
|
(74,827
|
)
|
|||
Common dividends paid
|
(69,196
|
)
|
|
(61,555
|
)
|
|
(27,192
|
)
|
|||
Preferred dividends paid
|
—
|
|
|
(2,955
|
)
|
|
(10,008
|
)
|
|||
Distributions to nonredeemable noncontrolling interests
|
(111
|
)
|
|
(2,575
|
)
|
|
(26,040
|
)
|
|||
Net cash provided by (used in) financing activities
|
(188,140
|
)
|
|
318,240
|
|
|
952,936
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,003
|
|
|
(975
|
)
|
|
(175,917
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
—
|
|
|
975
|
|
|
176,892
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
2,003
|
|
|
$
|
—
|
|
|
$
|
975
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Property
|
|
Property Type
|
|
Location
|
|
Square Feet
|
|
Sales Price
|
|
Discontinued Operations
|
|||
2015
|
|
|
|
|
|
|
|
|
|
|
|||
2100 Ross
|
|
Office
|
|
Dallas, Texas
|
|
844,000
|
|
|
$
|
131,000
|
|
|
No
|
200, 333, and 555 North Point Center East
|
|
Office
|
|
Atlanta, Georgia
|
|
411,000
|
|
|
$
|
70,300
|
|
|
No
|
The Points at Waterview
|
|
Office
|
|
Dallas, Texas
|
|
203,000
|
|
|
$
|
26,800
|
|
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|||
2014
|
|
|
|
|
|
|
|
|
|
|
|||
777 Main
|
|
Office
|
|
Ft. Worth, TX
|
|
980,000
|
|
|
$
|
167,000
|
|
|
No
|
Lakeshore Park Plaza
|
|
Office
|
|
Birmingham, AL
|
|
197,000
|
|
|
$
|
25,000
|
|
|
Yes
|
Mahan Village
|
|
Retail
|
|
Tallahassee, FL
|
|
147,000
|
|
|
$
|
29,500
|
|
|
No
|
600 University Park Place
|
|
Office
|
|
Birmingham, AL
|
|
123,000
|
|
|
$
|
19,700
|
|
|
Yes
|
|
|
|
|
|
|
|
|
|
|
|
|||
2013
|
|
|
|
|
|
|
|
|
|
|
|||
Tiffany Springs MarketCenter
|
|
Retail
|
|
Kansas City, MO
|
|
238,000
|
|
|
$
|
53,500
|
|
|
Yes
|
Inhibitex
|
|
Office
|
|
Atlanta, GA
|
|
51,000
|
|
|
$
|
8,300
|
|
|
Yes
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Rental property revenues
|
|
$
|
4
|
|
|
$
|
2,927
|
|
|
$
|
10,552
|
|
Other revenues
|
|
6
|
|
|
29
|
|
|
40
|
|
|||
Third party management and leasing revenues
|
|
—
|
|
|
—
|
|
|
76
|
|
|||
Third party management and leasing expenses
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
(3,083
|
)
|
|||
Other expenses
|
|
(27
|
)
|
|
(28
|
)
|
|
(25
|
)
|
|||
Rental property operating expenses
|
|
(18
|
)
|
|
(1,128
|
)
|
|
(4,162
|
)
|
|||
Income (loss) from discontinued operations
|
|
$
|
(35
|
)
|
|
$
|
1,800
|
|
|
$
|
3,299
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on sale of discontinued operations, net
|
|
$
|
(551
|
)
|
|
$
|
19,358
|
|
|
$
|
11,489
|
|
Real estate assets and related assets held for sale
|
|
|
||
Operating Properties, net of accumulated depreciation of $7,072
|
|
$
|
6,421
|
|
Notes and accounts receivable
|
|
210
|
|
|
Deferred rents receivable
|
|
496
|
|
|
Other assets, net of accumulated amortization of $128
|
|
119
|
|
|
|
|
$
|
7,246
|
|
|
|
|
||
Liabilities of real estate assets held for sale
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
140
|
|
Deferred Income
|
|
200
|
|
|
Other liabilities
|
|
1,007
|
|
|
|
|
$
|
1,347
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
Northpark Town Center
|
|
Fifth Third Center
|
|
Post Oak Central
|
|
Terminus 200
|
|
816 Congress Avenue
|
|
Texas Acquisition
|
||||||||||||
Tangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land and improvements
|
|
$
|
24,577
|
|
|
$
|
22,863
|
|
|
$
|
88,406
|
|
|
$
|
25,040
|
|
|
$
|
6,817
|
|
|
$
|
306,563
|
|
Building
|
|
274,151
|
|
|
163,649
|
|
|
118,470
|
|
|
101,472
|
|
|
86,391
|
|
|
586,150
|
|
||||||
Tenant improvements
|
|
21,674
|
|
|
16,781
|
|
|
10,877
|
|
|
17,600
|
|
|
3,500
|
|
|
114,220
|
|
||||||
Other assets
|
|
—
|
|
|
1,014
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
||||||
Deferred rents receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
||||||
Tangible assets
|
|
320,402
|
|
|
204,307
|
|
|
217,753
|
|
|
144,257
|
|
|
96,708
|
|
|
1,006,933
|
|
||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above-market leases
|
|
2,846
|
|
|
632
|
|
|
995
|
|
|
1,512
|
|
|
89
|
|
|
4,959
|
|
||||||
In-place leases
|
|
30,159
|
|
|
17,096
|
|
|
26,968
|
|
|
14,355
|
|
|
8,222
|
|
|
117,630
|
|
||||||
Below-market ground leases
|
|
—
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,958
|
|
||||||
Ground lease purchase option
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,403
|
|
|
—
|
|
||||||
Total intangible assets
|
|
33,005
|
|
|
18,066
|
|
|
27,963
|
|
|
15,867
|
|
|
10,714
|
|
|
125,547
|
|
||||||
Tangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total tangible liabilities
|
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Intangible liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market leases
|
|
(8,018
|
)
|
|
(9,374
|
)
|
|
(14,792
|
)
|
|
(9,273
|
)
|
|
(2,820
|
)
|
|
(47,170
|
)
|
||||||
Above-market ground lease
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,981
|
)
|
|
(2,508
|
)
|
||||||
Total intangible liabilities
|
|
(8,018
|
)
|
|
(9,374
|
)
|
|
(14,792
|
)
|
|
(9,273
|
)
|
|
(4,801
|
)
|
|
(49,678
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net assets acquired
|
|
$
|
345,389
|
|
|
$
|
211,973
|
|
|
$
|
230,924
|
|
|
$
|
150,851
|
|
|
$
|
102,621
|
|
|
$
|
1,082,802
|
|
|
|
2014
|
|
2013
|
||||
|
|
(unaudited, in thousands, except per share amounts)
|
||||||
Revenues
|
|
$
|
388,791
|
|
|
$
|
354,047
|
|
Income from continuing operations
|
|
31,695
|
|
|
119,825
|
|
||
Net income
|
|
52,853
|
|
|
134,613
|
|
||
Net income available to common stockholders
|
|
45,364
|
|
|
116,881
|
|
||
Per share information:
|
|
|
|
|
||||
Basic
|
|
$
|
0.22
|
|
|
$
|
0.62
|
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
0.62
|
|
|
2015
|
|
2014
|
||||
Notes receivable
|
$
|
414
|
|
|
$
|
414
|
|
Allowance for doubtful accounts related to notes receivable
|
(414
|
)
|
|
(414
|
)
|
||
Tenant and other receivables
|
11,767
|
|
|
11,961
|
|
||
Allowance for doubtful accounts related to tenant and other receivables
|
(939
|
)
|
|
(1,229
|
)
|
||
|
$
|
10,828
|
|
|
$
|
10,732
|
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity (Deficit)
|
|
Company's Investment
|
|
||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION:
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||||||||||
Terminus Office Holdings
|
$
|
277,444
|
|
|
$
|
288,415
|
|
|
$
|
211,216
|
|
|
$
|
213,640
|
|
|
$
|
56,369
|
|
|
$
|
62,830
|
|
|
$
|
29,110
|
|
|
$
|
32,323
|
|
|
EP I LLC
|
83,115
|
|
|
85,228
|
|
|
58,029
|
|
|
58,029
|
|
|
24,172
|
|
|
26,671
|
|
|
21,502
|
|
|
22,905
|
|
|
||||||||
EP II LLC
|
70,704
|
|
|
42,772
|
|
|
40,910
|
|
|
12,735
|
|
|
24,331
|
|
|
24,969
|
|
|
19,118
|
|
|
19,905
|
|
|
||||||||
Charlotte Gateway Village, LLC
|
123,531
|
|
|
130,272
|
|
|
17,536
|
|
|
35,530
|
|
|
104,336
|
|
|
92,808
|
|
|
11,190
|
|
|
11,218
|
|
|
||||||||
HICO Victory Center LP
|
13,532
|
|
|
10,450
|
|
|
—
|
|
|
—
|
|
|
13,229
|
|
|
10,450
|
|
|
9,138
|
|
|
7,572
|
|
|
||||||||
Carolina Square Holdings LP
|
15,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,085
|
|
|
—
|
|
|
6,782
|
|
|
—
|
|
|
||||||||
CL Realty, L.L.C.
|
7,872
|
|
|
7,264
|
|
|
—
|
|
|
—
|
|
|
7,662
|
|
|
7,042
|
|
|
3,515
|
|
|
3,546
|
|
|
||||||||
HICO Avalon LLC
|
2,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,646
|
|
|
—
|
|
|
1,245
|
|
|
—
|
|
|
||||||||
Temco Associates, LLC
|
5,284
|
|
|
6,910
|
|
|
—
|
|
|
—
|
|
|
5,133
|
|
|
6,709
|
|
|
977
|
|
|
3,027
|
|
|
||||||||
Wildwood Associates
|
16,419
|
|
|
16,400
|
|
|
—
|
|
|
—
|
|
|
16,354
|
|
|
16,389
|
|
|
(1,122
|
)
|
(1)
|
(1,106
|
)
|
(1)
|
||||||||
Crawford Long - CPI, LLC
|
29,143
|
|
|
29,946
|
|
|
74,286
|
|
|
75,000
|
|
|
(46,238
|
)
|
|
(45,762
|
)
|
|
(22,021
|
)
|
(1)
|
(21,931
|
)
|
(1)
|
||||||||
Other
|
—
|
|
|
1,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
2
|
|
|
||||||||
|
$
|
644,880
|
|
|
$
|
619,068
|
|
|
$
|
401,977
|
|
|
$
|
394,934
|
|
|
$
|
219,079
|
|
|
$
|
203,085
|
|
|
$
|
79,434
|
|
|
$
|
77,461
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Net
Income (Loss)
|
||||||||||||||||||||||||||||||
SUMMARY OF OPERATIONS:
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Terminus Office Holdings
|
$
|
40,250
|
|
|
$
|
39,531
|
|
|
$
|
33,109
|
|
|
$
|
2,789
|
|
|
$
|
663
|
|
|
$
|
(408
|
)
|
|
$
|
1,395
|
|
|
$
|
308
|
|
|
$
|
(182
|
)
|
EP I LLC
|
12,558
|
|
|
12,049
|
|
|
8,261
|
|
|
3,177
|
|
|
2,583
|
|
|
100
|
|
|
2,197
|
|
|
1,937
|
|
|
75
|
|
|||||||||
EP II LLC
|
1,264
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
—
|
|
|
(466
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Charlotte Gateway Village, LLC
|
33,724
|
|
|
33,903
|
|
|
33,281
|
|
|
12,737
|
|
|
11,645
|
|
|
10,693
|
|
|
1,183
|
|
|
1,176
|
|
|
1,176
|
|
|||||||||
HICO Victory Center LP
|
262
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|||||||||
CL Realty, L.L.C.
|
855
|
|
|
1,573
|
|
|
1,603
|
|
|
424
|
|
|
1,069
|
|
|
1,027
|
|
|
220
|
|
|
542
|
|
|
524
|
|
|||||||||
HICO Avalon LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Temco Associates, LLC
|
9,485
|
|
|
2,155
|
|
|
630
|
|
|
2,358
|
|
|
495
|
|
|
96
|
|
|
2,351
|
|
|
(6
|
)
|
|
(12
|
)
|
|||||||||
Wildwood Associates
|
—
|
|
|
3,329
|
|
|
—
|
|
|
(120
|
)
|
|
(1,704
|
)
|
|
(151
|
)
|
|
(59
|
)
|
|
2,097
|
|
|
(75
|
)
|
|||||||||
Crawford Long - CPI, LLC
|
12,291
|
|
|
11,945
|
|
|
11,829
|
|
|
2,820
|
|
|
2,775
|
|
|
2,827
|
|
|
1,416
|
|
|
1,407
|
|
|
1,372
|
|
|||||||||
Other
|
—
|
|
|
4,841
|
|
|
48,394
|
|
|
—
|
|
|
7,831
|
|
|
58,710
|
|
|
(14
|
)
|
|
3,807
|
|
|
64,447
|
|
|||||||||
|
$
|
110,689
|
|
|
$
|
109,326
|
|
|
$
|
137,107
|
|
|
$
|
23,711
|
|
|
$
|
25,357
|
|
|
$
|
72,894
|
|
|
$
|
8,302
|
|
|
$
|
11,268
|
|
|
$
|
67,325
|
|
|
|
2015
|
|
2014
|
||||
In-place leases, net of accumulated amortization of $88,035 and $62,302 in 2015 and 2014, respectively
|
|
$
|
112,937
|
|
|
$
|
147,360
|
|
Above-market tenant leases, net of accumulated amortization of $15,423 and $13,748 in 2015 and 2014, respectively
|
|
8,031
|
|
|
12,017
|
|
||
Goodwill
|
|
3,647
|
|
|
3,867
|
|
||
|
|
$
|
124,615
|
|
|
$
|
163,244
|
|
|
Below
Market Rents
|
|
Above
Market Ground Lease
|
|
Above
Market Rents
|
|
In Place
Leases
|
|
Total
|
||||||||||
2016
|
$
|
(9,020
|
)
|
|
$
|
(55
|
)
|
|
$
|
1,843
|
|
|
$
|
23,510
|
|
|
$
|
16,278
|
|
2017
|
(8,569
|
)
|
|
(55
|
)
|
|
1,384
|
|
|
19,893
|
|
|
12,653
|
|
|||||
2018
|
(7,793
|
)
|
|
(55
|
)
|
|
1,305
|
|
|
16,763
|
|
|
10,220
|
|
|||||
2019
|
(7,314
|
)
|
|
(55
|
)
|
|
883
|
|
|
13,644
|
|
|
7,158
|
|
|||||
2020
|
(5,427
|
)
|
|
(55
|
)
|
|
734
|
|
|
10,289
|
|
|
5,541
|
|
|||||
Thereafter
|
(18,969
|
)
|
|
(2,225
|
)
|
|
1,882
|
|
|
28,838
|
|
|
9,526
|
|
|||||
|
$
|
(57,092
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
8,031
|
|
|
$
|
112,937
|
|
|
$
|
61,376
|
|
Weighted average remaining lease term
|
9 years
|
|
|
48 years
|
|
|
7 years
|
|
|
7 years
|
|
|
|
|
2015
|
|
2014
|
||||
Beginning Balance
|
$
|
3,867
|
|
|
$
|
4,131
|
|
Allocated to property sales
|
(220
|
)
|
|
(264
|
)
|
||
Ending Balance
|
$
|
3,647
|
|
|
$
|
3,867
|
|
|
|
2015
|
|
2014
|
||||
FF&E and leasehold improvements, net of accumulated depreciation of $22,572 and $19,137 in 2015 and 2014, respectively
|
|
$
|
13,523
|
|
|
$
|
10,590
|
|
Lease inducements, net of accumulated amortization of $6,865 and $5,475 in 2015 and 2014, respectively
|
|
13,306
|
|
|
12,245
|
|
||
Prepaid expenses and other assets
|
|
4,408
|
|
|
3,428
|
|
||
Predevelopment costs and earnest money
|
|
1,780
|
|
|
1,789
|
|
||
Loan closing costs, net of accumulated amortization of $3,388 and $2,286 in 2015 and 2014, respectively
|
|
5,455
|
|
|
6,878
|
|
||
|
|
$
|
38,472
|
|
|
$
|
34,930
|
|
Description
|
|
Interest Rate
|
|
Maturity
|
|
2015
|
|
2014
|
|||||
Post Oak Central mortgage note
|
|
4.26%
|
|
2020
|
|
$
|
181,770
|
|
|
$
|
185,109
|
|
|
The American Cancer Society Center mortgage note
|
|
6.45%
|
|
2017
|
|
129,342
|
|
|
131,083
|
|
|||
Promenade mortgage note
|
|
4.27%
|
|
2022
|
|
108,203
|
|
|
110,946
|
|
|||
191 Peachtree Tower mortgage note
|
|
3.35%
|
|
2018
|
|
100,000
|
|
|
100,000
|
|
|||
Credit Facility, unsecured
|
|
1.53%
|
|
2019
|
|
92,000
|
|
|
140,200
|
|
|||
816 Congress mortgage note
|
|
3.75%
|
|
2024
|
|
85,000
|
|
|
85,000
|
|
|||
Meridian Mark Plaza mortgage note
|
|
6.00%
|
|
2020
|
|
24,978
|
|
|
25,408
|
|
|||
The Points at Waterview
|
|
5.66%
|
|
—
|
|
|
—
|
|
|
14,598
|
|
||
|
|
|
|
|
|
$
|
721,293
|
|
|
$
|
792,344
|
|
Leverage Ratio
|
|
Applicable % Spread for LIBOR
|
|
Applicable % Spread for Base Rate
|
|
Annual Facility Fee %
|
|
|
|
|
|
|
|
≤ 30%
|
|
1.10%
|
|
0.10%
|
|
0.15%
|
>30% but ≤ 35%
|
|
1.10%
|
|
0.10%
|
|
0.20%
|
>35% but ≤ 40%
|
|
1.15%
|
|
0.15%
|
|
0.20%
|
>40% but ≤ 45%
|
|
1.20%
|
|
0.20%
|
|
0.20%
|
>45% but ≤ 50%
|
|
1.20%
|
|
0.20%
|
|
0.25%
|
>50%
|
|
1.45%
|
|
0.45%
|
|
0.30%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total interest incurred
|
$
|
34,302
|
|
|
$
|
31,862
|
|
|
$
|
22,227
|
|
Interest capitalized
|
(3,579
|
)
|
|
(2,752
|
)
|
|
(518
|
)
|
|||
Total interest expense
|
$
|
30,723
|
|
|
$
|
29,110
|
|
|
$
|
21,709
|
|
2016
|
$
|
10,070
|
|
2017
|
138,195
|
|
|
2018
|
105,734
|
|
|
2019
|
101,447
|
|
|
2020
|
195,022
|
|
|
Thereafter
|
170,825
|
|
|
|
$
|
721,293
|
|
2016
|
$
|
1,784
|
|
2017
|
1,736
|
|
|
2018
|
1,696
|
|
|
2019
|
1,657
|
|
|
2020
|
1,659
|
|
|
Thereafter
|
136,404
|
|
|
|
$
|
144,936
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Common and preferred dividends paid
|
$
|
69,196
|
|
|
$
|
64,510
|
|
|
$
|
37,200
|
|
Dividends treated as taxable compensation
|
(94
|
)
|
|
(110
|
)
|
|
(98
|
)
|
|||
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements
|
(731
|
)
|
|
(2,182
|
)
|
|
(470
|
)
|
|||
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements
|
34
|
|
|
731
|
|
|
2,182
|
|
|||
Dividends applied to meet current year REIT distribution requirements
|
$
|
68,405
|
|
|
$
|
62,949
|
|
|
$
|
38,814
|
|
|
Total
Distributions Per Share |
|
Ordinary
Dividends |
|
Long-Term
Capital Gain |
|
Unrecaptured
Section 1250 Gain (A) |
|
Cash Liquidation Distributions
|
||||||||||
Common:
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
$
|
0.320000
|
|
|
$
|
0.161738
|
|
|
$
|
0.158262
|
|
|
$
|
0.097271
|
|
|
$
|
—
|
|
2014
|
$
|
0.300000
|
|
|
$
|
0.281564
|
|
|
$
|
0.018436
|
|
|
$
|
0.018436
|
|
|
$
|
—
|
|
2013
|
$
|
0.180000
|
|
|
$
|
0.170355
|
|
|
$
|
0.009645
|
|
|
$
|
0.009457
|
|
|
$
|
—
|
|
Series A Preferred:
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
$
|
25.968750
|
|
|
$
|
0.966882
|
|
|
$
|
0.001868
|
|
|
$
|
—
|
|
|
$
|
25.000000
|
|
Series B Preferred:
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
$
|
25.776040
|
|
|
$
|
0.467750
|
|
|
$
|
0.001000
|
|
|
$
|
0.001000
|
|
|
$
|
25.307290
|
|
2013
|
$
|
1.875000
|
|
|
$
|
1.774673
|
|
|
$
|
0.100327
|
|
|
$
|
0.098519
|
|
|
$
|
—
|
|
(A)
|
Represents a portion of the dividend allocated to long-term capital gain.
|
2016
|
|
$
|
217,863
|
|
2017
|
|
219,458
|
|
|
2018
|
|
217,711
|
|
|
2019
|
|
202,868
|
|
|
2020
|
|
174,144
|
|
|
Thereafter
|
|
639,051
|
|
|
|
|
$
|
1,671,095
|
|
•
|
The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having a term equal to 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.
|
|
Number of
Options
(000s)
|
|
Weighted Average
Exercise Price Per Option
|
|||
Outstanding at December 31, 2012
|
4,437
|
|
|
$
|
21.74
|
|
Exercised
|
(283
|
)
|
|
8.12
|
|
|
Forfeited/Expired
|
(1,076
|
)
|
|
21.98
|
|
|
Outstanding at December 31, 2013
|
3,078
|
|
|
22.90
|
|
|
Exercised
|
(206
|
)
|
|
8.26
|
|
|
Forfeited/Expired
|
(661
|
)
|
|
28.18
|
|
|
Outstanding at December 31, 2014
|
2,211
|
|
|
22.69
|
|
|
Exercised
|
(23
|
)
|
|
8.02
|
|
|
Forfeited/Expired
|
(425
|
)
|
|
26.13
|
|
|
Outstanding at December 31, 2015
|
1,763
|
|
|
22.05
|
|
|
Options Exercisable at December 31, 2015
|
1,763
|
|
|
$
|
22.05
|
|
|
|
|
|
|
Number of
Shares
(000s)
|
|
Weighted-Average Grant Date
Fair Value
|
|||
Non-vested restricted stock at December 31, 2012
|
703
|
|
|
$
|
7.55
|
|
Granted
|
160
|
|
|
8.91
|
|
|
Vested
|
(361
|
)
|
|
7.50
|
|
|
Forfeited
|
(52
|
)
|
|
8.24
|
|
|
Non-vested restricted stock at December 31, 2013
|
450
|
|
|
8.00
|
|
|
Granted
|
138
|
|
|
10.75
|
|
|
Vested
|
(236
|
)
|
|
8.00
|
|
|
Forfeited
|
(10
|
)
|
|
9.48
|
|
|
Non-vested restricted stock at December 31, 2014
|
342
|
|
|
9.08
|
|
|
Granted
|
166
|
|
|
11.06
|
|
|
Vested
|
(210
|
)
|
|
8.41
|
|
|
Forfeited
|
(5
|
)
|
|
10.68
|
|
|
Non-vested restricted stock at December 31, 2015
|
293
|
|
|
$
|
10.65
|
|
|
|
|
Outstanding at December 31, 2012
|
782
|
|
Granted
|
196
|
|
Exercised
|
(94
|
)
|
Forfeited
|
(129
|
)
|
Outstanding at December 31, 2013
|
755
|
|
Granted
|
205
|
|
Exercised
|
(150
|
)
|
Forfeited
|
(14
|
)
|
Outstanding at December 31, 2014
|
796
|
|
Granted
|
244
|
|
Exercised
|
(191
|
)
|
Forfeited
|
(6
|
)
|
Outstanding at December 31, 2015
|
843
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current tax benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
|
|
20
|
|
|
23
|
|
|||
|
—
|
|
|
20
|
|
|
23
|
|
|||
Deferred tax benefit:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
—
|
|
|
—
|
|
|||
Benefit for income taxes from operations
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
23
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Federal income tax benefit (expense)
|
$
|
778
|
|
|
35
|
%
|
|
$
|
(1,124
|
)
|
|
(35
|
)%
|
|
$
|
(1,287
|
)
|
|
(35
|
)%
|
State income tax benefit (expense), net of federal income tax effect
|
90
|
|
|
4
|
%
|
|
(125
|
)
|
|
(4
|
)%
|
|
(147
|
)
|
|
(4
|
)%
|
|||
Valuation allowance
|
(833
|
)
|
|
(37
|
)%
|
|
1,644
|
|
|
50
|
%
|
|
(361
|
)
|
|
(10
|
)%
|
|||
State deferred tax adjustment
|
(35
|
)
|
|
(2
|
)%
|
|
(375
|
)
|
|
(11
|
)%
|
|
1,818
|
|
|
49
|
%
|
|||
Benefit applicable to income (loss) from continuing operations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
20
|
|
|
—
|
%
|
|
$
|
23
|
|
|
—
|
%
|
|
2015
|
|
2014
|
||||
Income from unconsolidated joint ventures
|
$
|
928
|
|
|
$
|
2,441
|
|
Federal and state tax carryforwards
|
680
|
|
|
—
|
|
||
Total deferred tax assets
|
1,608
|
|
|
2,441
|
|
||
Valuation allowance
|
(1,608
|
)
|
|
(2,441
|
)
|
||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average shares—basic
|
215,827
|
|
|
204,216
|
|
|
144,255
|
|
Dilutive potential common shares—stock options
|
152
|
|
|
244
|
|
|
165
|
|
Weighted average shares—diluted
|
215,979
|
|
|
204,460
|
|
|
144,420
|
|
Weighted average anti-dilutive stock options
|
1,128
|
|
|
1,553
|
|
|
2,208
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest paid, net of amounts capitalized
|
$
|
29,337
|
|
|
$
|
28,840
|
|
|
$
|
21,216
|
|
Income taxes paid
|
2
|
|
|
4
|
|
|
90
|
|
|||
Non-Cash Transactions:
|
|
|
|
|
|
||||||
Transfer from projects under development to operating properties
|
121,709
|
|
|
—
|
|
|
25,629
|
|
|||
Transfer from operating properties and related assets to real estate assets and other assets held for sale
|
7,246
|
|
|
—
|
|
|
24,554
|
|
|||
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale
|
1,347
|
|
|
—
|
|
|
—
|
|
|||
Change in accrued property acquisition, development, and tenant asset expenditures
|
(2,483
|
)
|
|
(531
|
)
|
|
1,559
|
|
|||
Transfer from other assets to projects under development
|
—
|
|
|
—
|
|
|
3,062
|
|
|||
Transfer from land to projects under development
|
—
|
|
|
5,185
|
|
|
—
|
|
Year ended December 31, 2015
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
103,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,210
|
|
Atlanta
|
|
93,438
|
|
|
5,854
|
|
|
—
|
|
|
99,292
|
|
||||
Austin
|
|
15,294
|
|
|
—
|
|
|
—
|
|
|
15,294
|
|
||||
Charlotte
|
|
16,164
|
|
|
—
|
|
|
—
|
|
|
16,164
|
|
||||
Other
|
|
7,104
|
|
|
—
|
|
|
168
|
|
|
7,272
|
|
||||
Total Net Operating Income
|
|
$
|
235,210
|
|
|
$
|
5,854
|
|
|
$
|
168
|
|
|
241,232
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
(24,335
|
)
|
|||||||
Net operating loss from discontinued operations
|
|
|
|
|
|
|
|
14
|
|
|||||||
Fee income
|
|
|
|
|
|
|
|
7,297
|
|
|||||||
Other income
|
|
|
|
|
|
|
|
1,278
|
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
|
(17,099
|
)
|
|||||||
Reimbursed expenses
|
|
|
|
|
|
|
|
(3,430
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
(30,723
|
)
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
(135,416
|
)
|
|||||||
Other expenses
|
|
|
|
|
|
|
|
(1,299
|
)
|
|||||||
Income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
8,302
|
|
|||||||
Loss from discontinued operations
|
|
|
|
|
|
|
|
(586
|
)
|
|||||||
Gain on sale of investment properties
|
|
|
|
|
|
|
|
80,394
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
(111
|
)
|
|||||||
Net income available to common stockholders
|
|
|
|
|
|
|
|
$
|
125,518
|
|
Year ended December 31, 2014
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
100,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,816
|
|
Atlanta
|
|
73,434
|
|
|
5,727
|
|
|
—
|
|
|
79,161
|
|
||||
Austin
|
|
6,992
|
|
|
—
|
|
|
—
|
|
|
6,992
|
|
||||
Charlotte
|
|
6,839
|
|
|
—
|
|
|
—
|
|
|
6,839
|
|
||||
Other
|
|
18,470
|
|
|
—
|
|
|
3,395
|
|
|
18,470
|
|
||||
Total Net Operating Income
|
|
$
|
206,551
|
|
|
$
|
5,727
|
|
|
$
|
3,395
|
|
|
215,673
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
(25,897
|
)
|
|||||||
Net operating income from discontinued operations
|
|
|
|
|
|
|
|
(1,800
|
)
|
|||||||
Fee income
|
|
|
|
|
|
|
|
12,519
|
|
|||||||
Other income
|
|
|
|
|
|
|
|
4,954
|
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
|
(19,969
|
)
|
|||||||
Reimbursed expenses
|
|
|
|
|
|
|
|
(3,652
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
(29,110
|
)
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
(140,018
|
)
|
|||||||
Other expenses
|
|
|
|
|
|
|
|
(4,654
|
)
|
|||||||
Preferred share original issuance costs
|
|
|
|
|
|
|
|
(3,530
|
)
|
|||||||
Dividends to preferred stockholders
|
|
|
|
|
|
|
|
(2,955
|
)
|
|||||||
Income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
11,268
|
|
|||||||
Income from discontinued operations
|
|
|
|
|
|
|
|
21,158
|
|
|||||||
Gain on sale of investment properties
|
|
|
|
|
|
|
|
12,536
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
(1,004
|
)
|
|||||||
Net income available to common stockholders
|
|
|
|
|
|
|
|
$
|
45,519
|
|
||||||
|
|
|
|
|
|
|
|
|
Year ended December 31, 2013
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
40,199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,199
|
|
Atlanta
|
|
62,211
|
|
|
3,511
|
|
|
—
|
|
|
65,722
|
|
||||
Austin
|
|
4,029
|
|
|
—
|
|
|
—
|
|
|
4,029
|
|
||||
Charlotte
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
1,208
|
|
||||
Other
|
|
14,856
|
|
|
—
|
|
|
12,066
|
|
|
26,922
|
|
||||
Total Net Operating Income
|
|
$
|
122,503
|
|
|
$
|
3,511
|
|
|
$
|
12,066
|
|
|
138,080
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net operating income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
(27,768
|
)
|
|||||||
Net operating income from discontinued operations
|
|
|
|
|
|
|
|
(6,390
|
)
|
|||||||
Fee income
|
|
|
|
|
|
|
|
10,891
|
|
|||||||
Other income
|
|
|
|
|
|
|
|
5,430
|
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
|
(22,460
|
)
|
|||||||
Reimbursed expenses
|
|
|
|
|
|
|
|
(5,215
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
(21,709
|
)
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
(76,277
|
)
|
|||||||
Other expenses
|
|
|
|
|
|
|
|
(11,154
|
)
|
|||||||
Preferred share original issuance costs
|
|
|
|
|
|
|
|
(2,656
|
)
|
|||||||
Dividends to preferred stockholders
|
|
|
|
|
|
|
|
(10,008
|
)
|
|||||||
Income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
67,325
|
|
|||||||
Income from discontinued operations
|
|
|
|
|
|
|
|
14,788
|
|
|||||||
Gain on sale of investment properties
|
|
|
|
|
|
|
|
61,288
|
|
|||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
(5,068
|
)
|
|||||||
Net income available to common stockholders
|
|
|
|
|
|
|
|
$
|
109,097
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
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 2015 Statement of Operations is Computed (b)
|
||||||||||||||||||
OPERATING PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Greenway Plaza
|
$
|
—
|
|
|
$
|
273,651
|
|
|
$
|
595,547
|
|
|
$
|
—
|
|
|
$
|
76,561
|
|
|
$
|
273,651
|
|
|
$
|
672,108
|
|
|
$
|
945,759
|
|
|
$
|
85,617
|
|
|
—
|
|
2013
|
|
30 years
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Northpark Town Center
|
—
|
|
|
24,577
|
|
|
295,825
|
|
|
—
|
|
|
10,741
|
|
|
24,577
|
|
|
306,566
|
|
|
331,143
|
|
|
15,006
|
|
|
—
|
|
2014
|
|
39 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fifth Third Center
|
—
|
|
|
22,863
|
|
|
180,430
|
|
|
—
|
|
|
5,701
|
|
|
22,863
|
|
|
186,131
|
|
|
208,994
|
|
|
8,671
|
|
|
—
|
|
2014
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
191 Peachtree Tower
|
100,000
|
|
|
5,355
|
|
|
141,012
|
|
|
4,034
|
|
|
98,643
|
|
|
9,389
|
|
|
239,655
|
|
|
249,044
|
|
|
88,637
|
|
|
—
|
|
2006
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Post Oak Central
|
181,770
|
|
|
87,264
|
|
|
129,347
|
|
|
—
|
|
|
36,047
|
|
|
87,264
|
|
|
165,394
|
|
|
252,658
|
|
|
26,333
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Promenade
|
108,203
|
|
|
13,439
|
|
|
102,790
|
|
|
—
|
|
|
33,987
|
|
|
13,439
|
|
|
136,777
|
|
|
150,216
|
|
|
25,841
|
|
|
—
|
|
2011
|
|
34 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The American Cancer Society Center
|
129,342
|
|
|
5,226
|
|
|
67,370
|
|
|
—
|
|
|
31,953
|
|
|
5,226
|
|
|
99,323
|
|
|
104,549
|
|
|
68,082
|
|
|
—
|
|
1999
|
|
25 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
816 Congress
|
85,000
|
|
|
6,817
|
|
|
89,891
|
|
|
3,282
|
|
|
10,712
|
|
|
10,099
|
|
|
100,603
|
|
|
110,702
|
|
|
10,096
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Meridian Mark Plaza
|
24,978
|
|
|
2,219
|
|
|
—
|
|
|
—
|
|
|
28,142
|
|
|
2,219
|
|
|
28,142
|
|
|
30,361
|
|
|
17,656
|
|
|
1997
|
|
1997
|
|
30 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
221 Peachtree Center Avenue Parking Garage
|
—
|
|
|
4,217
|
|
|
13,337
|
|
|
1
|
|
|
347
|
|
|
4,218
|
|
|
13,684
|
|
|
17,902
|
|
|
3,127
|
|
|
—
|
|
2007
|
|
39 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Colorado Tower
|
—
|
|
|
—
|
|
|
—
|
|
|
4,014
|
|
|
110,906
|
|
|
4,014
|
|
|
110,906
|
|
|
114,920
|
|
|
3,284
|
|
|
2013
|
|
2013
|
|
30 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Research Park
|
—
|
|
|
4,373
|
|
|
—
|
|
|
—
|
|
|
26,510
|
|
|
4,373
|
|
|
26,510
|
|
|
30,883
|
|
|
—
|
|
|
2014
|
|
1998
|
|
0 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties
|
$
|
629,293
|
|
|
$
|
450,001
|
|
|
$
|
1,615,549
|
|
|
$
|
11,331
|
|
|
$
|
470,250
|
|
|
$
|
461,332
|
|
|
$
|
2,085,799
|
|
|
$
|
2,547,131
|
|
|
$
|
352,350
|
|
|
|
|
|
|
|
|
|
|
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 2015 Statement of Operations is Computed (b)
|
||||||||||||||||||
PROJECTS UNDER DEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NCR Phase 1
|
—
|
|
|
20,032
|
|
|
—
|
|
|
—
|
|
|
7,858
|
|
|
20,032
|
|
|
7,858
|
|
|
27,890
|
|
|
—
|
|
|
2015
|
|
2015
|
|
0 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Projects Under Development
|
$
|
—
|
|
|
$
|
20,032
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,858
|
|
|
$
|
20,032
|
|
|
$
|
7,858
|
|
|
$
|
27,890
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
LAND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Land Adjacent to The Avenue Forsyth
|
—
|
|
|
11,240
|
|
|
—
|
|
|
(7,540
|
)
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
—
|
|
2007
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NCR Phase II
|
—
|
|
|
8,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,099
|
|
|
—
|
|
|
8,099
|
|
|
—
|
|
|
—
|
|
2015
|
|
0 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
North Point
|
—
|
|
|
10,294
|
|
|
—
|
|
|
(8,851
|
)
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
1970-1985
|
|
0 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Commercial Land
|
$
|
—
|
|
|
$
|
29,633
|
|
|
$
|
—
|
|
|
$
|
(16,391
|
)
|
|
$
|
—
|
|
|
$
|
13,242
|
|
|
$
|
—
|
|
|
$
|
13,242
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Residential Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Callaway Gardens
|
—
|
|
|
1,584
|
|
|
—
|
|
|
3,003
|
|
|
—
|
|
|
4,587
|
|
|
—
|
|
|
4,587
|
|
|
—
|
|
|
2006
|
|
2006
|
|
0 years
|
|||||||||
Pine Mountain, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Residential Land
|
$
|
—
|
|
|
$
|
1,584
|
|
|
$
|
—
|
|
|
$
|
3,003
|
|
|
$
|
—
|
|
|
$
|
4,587
|
|
|
$
|
—
|
|
|
$
|
4,587
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Total Land
|
$
|
—
|
|
|
$
|
31,217
|
|
|
$
|
—
|
|
|
$
|
(13,388
|
)
|
|
$
|
—
|
|
|
$
|
17,829
|
|
|
$
|
—
|
|
|
$
|
17,829
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Operating properties held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
100 North Point Center East
|
—
|
|
|
1,475
|
|
|
9,625
|
|
|
(11
|
)
|
|
2,404
|
|
|
1,464
|
|
|
12,029
|
|
|
13,493
|
|
|
7,072
|
|
|
—
|
|
2003
|
|
25 years
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties held for sale
|
$
|
—
|
|
|
$
|
1,475
|
|
|
$
|
9,625
|
|
|
$
|
(11
|
)
|
|
$
|
2,404
|
|
|
$
|
1,464
|
|
|
$
|
12,029
|
|
|
$
|
13,493
|
|
|
$
|
7,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Properties
|
$
|
629,293
|
|
|
$
|
502,725
|
|
|
$
|
1,625,174
|
|
|
$
|
(2,068
|
)
|
|
$
|
480,512
|
|
|
$
|
500,657
|
|
|
$
|
2,105,686
|
|
|
$
|
2,606,343
|
|
|
$
|
359,422
|
|
|
|
|
|
|
|
(a)
|
Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended
December 31, 2015
are as follows:
|
|
Real Estate
|
|
Accumulated Depreciation
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Balance at beginning of period
|
$
|
2,619,488
|
|
|
$
|
2,164,815
|
|
|
$
|
997,323
|
|
|
$
|
324,543
|
|
|
$
|
257,151
|
|
|
$
|
258,258
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisition
|
28,131
|
|
|
523,695
|
|
|
1,321,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Improvements and other capitalized costs
|
139,676
|
|
|
109,959
|
|
|
86,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
99,067
|
|
|
86,824
|
|
|
56,234
|
|
||||||
|
167,807
|
|
|
633,654
|
|
|
1,407,770
|
|
|
99,067
|
|
|
86,824
|
|
|
56,234
|
|
||||||
Deductions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of real estate sold or foreclosed
|
(180,952
|
)
|
|
(178,981
|
)
|
|
(240,278
|
)
|
|
(64,188
|
)
|
|
(19,432
|
)
|
|
(57,341
|
)
|
||||||
Write-off of fully depreciated assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
(180,952
|
)
|
|
(178,981
|
)
|
|
(240,278
|
)
|
|
(64,188
|
)
|
|
(19,432
|
)
|
|
(57,341
|
)
|
||||||
Balance at end of period
|
$
|
2,606,343
|
|
|
$
|
2,619,488
|
|
|
$
|
2,164,815
|
|
|
$
|
359,422
|
|
|
$
|
324,543
|
|
|
$
|
257,151
|
|
(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, 2016 through December 31, 2018.
|
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 completion of the Performance Period. 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 completion of the Performance Period, 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 A and Exhibit B. For this purpose, “Retirement” shall mean Key Employee’s termination of employment with CPI on or after the date (a) Key Employee has attained age 60 and (b) Key Employee’s age (in whole years) plus Key Employee’s whole years of employment measured since Key Employee’s most recent date of hire (disregarding any partial year of employment) equal at least 65.
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5.
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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
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6.
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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, 2019. 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, 2018. 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, 2018 or, if earlier, the date Key Employee’s employment terminates for reasons other than Retirement or death.
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7.
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Withholding
. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.
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8.
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Non-transferability 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.
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9.
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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.
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10.
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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.
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11.
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Amendment and Termination
. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.
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12.
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Miscellaneous
. This Certificate shall be governed by the laws of the State of Georgia.
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13.
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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.
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14.
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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.
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15.
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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.
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16.
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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.
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Subsidiary
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State of Incorporation
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1230 Peachtree Associates LLC
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Georgia
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191 Peachtree Project LLC
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Georgia
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250 Williams Street LLC
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Georgia
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250 Williams Street Manager, Inc.
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Georgia
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3280 Peachtree I, LLC
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Georgia
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3280 Peachtree III LLC
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Georgia
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Blalock Lakes, LLC
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Georgia
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CCD 10 Terminus Place LLC
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Georgia
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Cedar Grove Lakes, LLC
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Georgia
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CF Murfreesboro Associates
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Delaware
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Cousins 3rd & Colorado LLC
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Georgia
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Cousins 777 Main Street LLC
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Georgia
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Cousins 816 Congress LLC
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Georgia
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Cousins Acquisitions Entity LLC
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Georgia
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Cousins Aircraft Associates, LLC
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Georgia
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Cousins Avalon LLC
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Georgia
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Cousins CH Holding LLC
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Georgia
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Cousins CH Investment LLC
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Georgia
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Cousins Decatur Development LLC
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Georgia
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Cousins FTC Charlotte LP
|
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Georgia
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Cousins FTC Holding LLC
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Georgia
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Cousins FTC Manager LLC
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Georgia
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Cousins Greenway Central Plant LLC
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Georgia
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Cousins Greenway East Parent LLC
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Georgia
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Cousins Greenway Edloe Parking LLC
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Georgia
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Cousins Greenway Eight-Twelve LLC
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Georgia
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Cousins Greenway Nine LLC
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Georgia
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Cousins Greenway Outparcel West LLC
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Georgia
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Cousins Greenway West First Parent LLC
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Georgia
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Cousins Greenway West Parent LLC
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Georgia
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Cousins Greenway West Parking LLC
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Georgia
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Cousins Jefferson Mill, LLC
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Georgia
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Cousins King Mill, LLC
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Georgia
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Cousins La Frontera LLC
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|
Texas
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Cousins Murfreesboro LLC
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Georgia
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Cousins Northpark 400 LLC
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Georgia
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Cousins Northpark 500/600 LLC
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Georgia
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Cousins POC I LLC
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Georgia
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Cousins Properties Palisades LLC
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Texas
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Cousins Properties Services LLC
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Texas
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Cousins Properties Waterview LLC
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Texas
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Cousins Research Park V LLC
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Georgia
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Cousins San Jose MarketCenter, LLC
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Georgia
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Cousins Spring & 8th Streets LLC
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Georgia
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Cousins Terminus LLC
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Delaware
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Cousins Tiffany Springs MarketCenter LLC
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Georgia
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Cousins TRS Services LLC
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|
Georgia
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Cousins Victory Investment LLC
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Georgia
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1.
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I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Lawrence L. Gellerstedt III
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1.
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I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Gregg D. Adzema
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/s/ Lawrence L. Gellerstedt III
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/s/ Gregg D. Adzema
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