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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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our business and financial strategy;
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the impact of the transactions involving us, Parkway Properties, Inc. ("Parkway") and Parkway, Inc. ("New Parkway"), including future financial and operating results, plans, objectives, expectations and intentions;
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operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders;
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impact of the transactions with Parkway and New Parkway on tenants, employees, stockholders and other constituents of the combined company; and
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the availability and terms of capital and financing;
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the ability to refinance or repay indebtedness as it matures;
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the failure of purchase, sale, or other contracts to ultimately close;
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the failure to achieve anticipated benefits from acquisitions and investments or from dispositions;
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the potential dilutive effect of common or preferred stock offerings;
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the impact of future financing arrangements including secured and unsecured indebtedness;
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the failure to achieve benefits from the repurchase of common stock;
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the availability of buyers and pricing with respect to the disposition of assets;
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risks and uncertainties related to national and local economic conditions, the real estate industry in general, and the commercial real estate markets in particular;
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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, the ability to lease newly developed and/or recently acquired space, and the risk of declining leasing rates;
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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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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 delays, cost overruns, and leasing risk);
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the loss of key personnel;
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the potential liability for uninsured losses, condemnation, or environmental issues;
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the potential liability for a failure to meet regulatory requirements;
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the financial condition and liquidity of, or disputes with, joint venture partners;
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any failure to comply with debt covenants under credit agreements;
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any failure to continue to qualify for taxation as a real estate investment trust and meet regulatory requirements;
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the ability to successfully integrate our operations and employees in connection with the transactions with Parkway and New Parkway;
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the ability to realize anticipated benefits and synergies of the transactions with Parkway and New Parkway;
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risks associated with litigation resulting from the transactions with Parkway and from liabilities or contingent liabilities assumed in the transactions with Parkway and New Parkway;
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risks associated with any errors or omissions in financial or other information of Parkway that has been previously provided to the public;
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material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities;
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potential changes to tax legislation;
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potential changes to state, local or federal regulations applicable to our business;
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changes in demand for properties;
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risks associated with the acquisition, development, expansion, leasing and management of properties;
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significant costs related to uninsured losses, condemnation, or environmental issues;
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the amount of the costs, fees, expenses and charges related to the transactions with Parkway; and
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those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by us.
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Item 1.
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Business
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Sold Two Liberty Place, a 941,000 square-foot office building in Philadelphia for gross proceeds of $219 million. Two Liberty Place was acquired in the merger with Parkway and was owned in a joint venture in which the Company had a 19% interest.
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Sold Lincoln Place, a 140,000 square-foot office building in Miami, for gross proceeds of $80 million.
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Sold The Forum, a 220,000 square-foot office building in Atlanta, for gross proceeds of $70 million.
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Purchased Teachers Retirement Systems of Texas' equity interest in Fund II for $279 million. Fund II was comprised of cash from the recent sale of Two Liberty Place in Philadelphia as well as the Hayden Ferry buildings in Phoenix and 3344 Peachtree in Atlanta. Cousins now owns 100% of these buildings. Simultaneously with this purchase, the mortgages secured by Hayden Ferry were repaid and the associated interest rate swaps were terminated.
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Executed an agreement with American Airlines to terminate their full building lease in Phoenix and simultaneously executed an 11-year lease with ADP to backfill the entire building. As part of the agreement, Cousins will purchase American Airlines' 25% ownership interest in the building for $19.6 million during the first quarter of 2017.
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Repaid two mortgages totaling $55 million secured by Citrus Center in Orlando and Corporate Center IV in Tampa.
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Entered into a
50
-
50
joint venture named DC Charlotte Plaza LLLP between the Company and Dimensional Fund Advisors ("DFA") for the purpose of developing and constructing a 282,000 square foot building which will serve as DFA's regional headquarters building in Charlotte with a total estimated cost of $94 million. The joint venture entered into a 16-year, build-to-suit lease with DFA.
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Commenced development of 8000 Avalon, a 224,000 square foot office building in Atlanta with a total estimated cost of $73 million. The project is owned by HICO Avalon LLC, a joint venture in which the Company has a 90% interest.
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Signed a 16-year, build-to-suit lease with NCR Corporation for the second phase of its world headquarters in Atlanta. Phase II of this development is comprised of a 260,000 square foot office building with a total estimated cost of
$119 million
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Sold 100 North Point Center East, a
129,000
square foot office building in Atlanta, for a gross sales price of
$22.0 million
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Sold One Ninety One Peachtree, a 1.2 million square foot office building in Atlanta, for a gross sales price of $267.5 million.
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Closed two, 10-year mortgages secured by Fifth Third Center and Colorado Tower that generated $270 million in proceeds at a weighted average interest rate of 3.41%.
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Closed a five-year, $250 million senior unsecured term loan.
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Leased or renewed 2.4 million square feet of office space.
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Increased second generation net rent per square foot by 20.0% on a straight-line basis and 10.3% on a cash basis.
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Increased same property net operating income by 6.1% on a GAAP basis and 8.4% on a cash basis.
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Item 1A.
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Risk Factors
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changes in the national, regional, and local economic climate;
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local real estate conditions such as an oversupply of rentable space or a reduction in demand for rentable space;
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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;
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uninsured losses as a result of casualty events; and
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the need to periodically repair, renovate, and re-lease buildings.
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Credit Facility
. Terms and conditions available in the marketplace for unsecured 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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Unsecured Debt.
Terms and conditions available in the marketplace for unsecured debt vary over time. The availability of unsecured debt may vary based upon the lending environment with financial institutions. Unsecured debt generally contains restrictive covenants that may place limitations on our ability to conduct our business similar to those placed upon us by our Credit Facility.
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Non-recourse mortgages
. The availability of non-recourse mortgages 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. An inability to access the mortgage market could adversely affect our ability to finance acquisition 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. 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, potentially generating defaults on other debt.
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Asset 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
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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 by 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 funding. Construction loans frequently require a portion of the loan to be recourse to us. In addition, construction loans generally require a completion guarantee by the borrower and may require a limited guarantee from the Company. There may be times when construction loans are not available, or are only available upon unfavorable terms, which could have an adverse effect on our ability to fund development projects or on our ability to achieve the returns we expect.
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Joint ventures
. Joint ventures, including partnerships or limited liability companies, tend to be complex arrangements, and there are only a limited number of parties willing to undertake such investment structures. There is no guarantee that we will be able to undertake these ventures at the times we need capital.
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Common stock
. Common stock issuances 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. 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.
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Operating partnership units
. The issuance of units of CPLP in connection with property, portfolio, or business acquisitions could be dilutive to our earnings per share and could have an adverse effect on the per share trading price of our common stock.
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TPG Entities' shares.
The per share trading price of our common stock may decline significantly upon the sale of shares of our common stock pursuant to registration rights granted to TPG Pantera VI and TPG Management LLC (collectively, the "TPG Entities") in connection with the Company Stockholders Agreement with the TPG Entities (the "TPG Agreement"). Under the TPG Agreement, the TPG Entities may (1) at any time after April 6, 2017, make up to three demands for registration and (2) at any time after October 6, 2017, include the common stock they hold in any registration statement we file on account of any of our other security holders. The shares of common stock that may be registered on behalf of the TPG Entities, as described above, represent approximately 9% of our issued and outstanding common stock and of our issued and outstanding common stock and limited voting stock as of December 31, 2016. As a result, a substantial number of shares may be sold pursuant to the registration rights granted to the TPG Entities. The sale of such shares by the TPG Entities, or the perception that such a sale may occur, could materially and adversely affect the per share trading price of our common stock and could dilute our existing stockholders' interests in our company.
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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 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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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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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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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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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 cost of 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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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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Leasing risk
. The success of a commercial real estate development project is heavily dependent upon entering into leases with acceptable terms within a predefined lease-up period. Although our policy is to achieve pre-leasing goals (which vary by market, product type, and circumstances) before committing to a project, it is expected that not all the space in a project will be leased at the time we commit to the project. If the additional space is not leased on schedule and upon the expected terms and conditions, our returns, future earnings, and results of operations from the project could be adversely impacted. Whether or not tenants are willing to enter into leases on the terms and conditions we project and on the timetable we expect will depend upon a number of factors, many of which are outside our control. These factors may include:
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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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level of competition in the marketplace.
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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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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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Competition
. We compete for tenants in major U.S. markets by highlighting our locations, rental rates, services, reputation, and the design and condition of our facilities. As the competition for high-credit-quality tenants is intense, we may be required to provide rent abatements, incur charges for tenant improvements and other concessions, or we may not be able to lease vacant space in a timely manner.
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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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the occupancy levels, lease-up timing, and rental rates may not meet our expectations;
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the acquired properties may fail to meet internal projections or otherwise fail to perform as expected;
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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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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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the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;
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the possible decline in value of the acquired assets;
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the diversion of our management’s attention away from other business concerns; and
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the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.
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the inability to successfully combine our business and Parkway’s business in a manner that permits us to achieve the cost savings anticipated to result from the merger, the spin-off or any of the related transactions, which would result in some anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;
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lost sales and tenants as a result of certain tenants deciding not to do business with us;
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the complexities associated with managing our business out of several different locations and integrating personnel from the two companies, as well as complexities associated with the separation of personnel at New Parkway;
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the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases;
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our failure to retain key employees of either of the two companies;
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potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger, the spin-off or any of the related transactions; and
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performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the merger, the spin-off or any of the related transactions and integrating the companies’ operations.
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actual or anticipated variations in our operating results, funds from operations, or liquidity;
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the general reputation of real estate as an attractive investment in comparison to other equity securities and/or the reputation of the product types of our assets compared to other sectors of the real estate industry;
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material changes in any significant tenant industry concentration;
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the general stock and bond market conditions, including changes in interest rates or fixed income securities;
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changes in tax laws;
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changes to our dividend policy;
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changes in market valuations of our properties;
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adverse market reaction to the amount of our outstanding debt at any time, the amount of our maturing debt, and our ability to refinance such debt on favorable terms;
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any failure to comply with existing debt covenants;
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any foreclosure or deed in lieu of foreclosure of our properties;
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additions or departures of key executives and other employees;
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actions by institutional stockholders;
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uncertainties in world financial markets;
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the realization of any of the other risk factors described in this report; and
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general market and economic conditions, in particular, market and economic conditions of Atlanta, Austin, Charlotte, Tampa, Orlando, and Phoenix.
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85% of our ordinary income;
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95% of our net capital gain income for that year; and
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100% of our undistributed taxable income (including any net capital gains) from prior years.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Company's Share
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Property Description
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Metropolitan Area
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Rentable Square Feet
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Financial Statement Presentation
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Company's Ownership Interest
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End of Period Leased
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Weighted Average Occupancy (1)
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% of Total Net Operating Income (2)
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Property Level Debt ($000)
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Annualized Base Rents (5)
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|||||
I.
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OFFICE PROPERTIES
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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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96.5%
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4.5%
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119,069
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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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93.2%
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92.3%
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3.1%
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84,231
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Research Park V
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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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97.1%
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23.7%
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0.6%
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—
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One Eleven Congress
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Austin
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519,000
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Consolidated
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100%
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90.6%
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80.5%
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4.3%
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130,002
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San Jacinto Center
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Austin
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406,000
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Consolidated
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100%
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98.9%
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93.7%
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4.6%
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102,562
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AUSTIN
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1,906,000
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17.1%
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$
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435,864
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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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85.2%
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84.8%
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7.8%
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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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85.9%
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84.6%
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4.3%
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127,451
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Promenade
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Atlanta
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777,000
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Consolidated
|
|
100%
|
|
94.5%
|
|
89.2%
|
|
4.7%
|
|
104,996
|
|
|
|
|
|||
|
Terminus 100
|
|
Atlanta
|
|
660,000
|
|
|
Unconsolidated
|
|
50%
|
|
90.6%
|
|
92.1%
|
|
2.4%
|
|
63,256
|
|
|
|
|
|||
|
Terminus 200
|
|
Atlanta
|
|
566,000
|
|
|
Unconsolidated
|
|
50%
|
|
96.4%
|
|
91.5%
|
|
2.2%
|
|
40,408
|
|
|
|
|
|||
|
Meridian Mark Plaza
|
|
Atlanta
|
|
160,000
|
|
|
Consolidated
|
|
100%
|
|
100.0%
|
|
96.6%
|
|
1.3%
|
|
24,427
|
|
|
|
|
|||
|
Emory University Hospital Midtown Medical Office Tower
|
|
Atlanta
|
|
358,000
|
|
|
Unconsolidated
|
|
50%
|
|
96.2%
|
|
96.7%
|
|
1.3%
|
|
36,258
|
|
|
|
|
|||
|
3344 Peachtree
|
|
Atlanta
|
|
484,000
|
|
|
Consolidated
|
|
100%
|
|
96.1%
|
|
96.0%
|
|
4.7%
|
|
80,258
|
|
|
|
|
|||
|
One Buckhead Plaza
|
|
Atlanta
|
|
461,000
|
|
|
Consolidated
|
|
100%
|
|
94.2%
|
|
93.9%
|
|
3.7%
|
|
—
|
|
|
|
|
|||
|
3350 Peachtree
|
|
Atlanta
|
|
413,000
|
|
|
Consolidated
|
|
100%
|
|
92.9%
|
|
92.7%
|
|
2.7%
|
|
—
|
|
|
|
|
|||
|
3348 Peachtree
|
|
Atlanta
|
|
258,000
|
|
|
Consolidated
|
|
100%
|
|
91.2%
|
|
93.1%
|
|
2.0%
|
|
—
|
|
|
|
|
|||
|
Two Buckhead Plaza
|
|
Atlanta
|
|
210,000
|
|
|
Consolidated
|
|
100%
|
|
83.1%
|
|
84.9%
|
|
1.8%
|
|
53,515
|
|
|
|
|
|||
|
ATLANTA
|
|
|
|
6,871,000
|
|
|
|
|
|
|
|
|
|
|
38.9%
|
|
$
|
530,569
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Gateway Village
|
|
Charlotte
|
|
1,061,000
|
|
|
Unconsolidated
|
|
50%
|
|
99.3%
|
|
98.8%
|
|
1.3%
|
|
—
|
|
|
|
|
|||
|
Fifth Third Center
|
|
Charlotte
|
|
698,000
|
|
|
Consolidated
|
|
100%
|
|
96.7%
|
|
91.6%
|
|
5.9%
|
|
148,866
|
|
|
|
|
|||
|
Hearst Tower
|
|
Charlotte
|
|
966,000
|
|
|
Consolidated
|
|
100%
|
|
98.7%
|
|
94.7%
|
|
7.9%
|
|
—
|
|
|
|
|
|||
|
NASCAR Plaza
|
|
Charlotte
|
|
394,000
|
|
|
Consolidated
|
|
100%
|
|
98.2%
|
|
95.3%
|
|
3.3%
|
|
—
|
|
|
|
|
|||
|
CHARLOTTE
|
|
|
|
3,119,000
|
|
|
|
|
|
|
|
|
|
|
18.4%
|
|
$
|
148,866
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Hayden Ferry (3)
|
|
Phoenix
|
|
789,000
|
|
|
Consolidated
|
|
100%
|
|
93.8%
|
|
87.9%
|
|
5.2%
|
|
—
|
|
|
|
|
|||
|
Tempe Gateway
|
|
Phoenix
|
|
264,000
|
|
|
Consolidated
|
|
100%
|
|
98.4%
|
|
98.6%
|
|
2.6%
|
|
—
|
|
|
|
|
|||
|
111 West Rio (American Airlines)
|
|
Phoenix
|
|
225,000
|
|
|
Unconsolidated
|
|
75%
|
|
100.0%
|
|
83.3%
|
|
0.3%
|
|
—
|
|
|
|
|
|||
|
PHOENIX
|
|
|
|
1,278,000
|
|
|
|
|
|
|
|
|
|
|
8.1%
|
|
—
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Corporate Center (3)
|
|
Tampa
|
|
1,224,000
|
|
|
Consolidated
|
|
100%
|
|
84.4%
|
|
80.8%
|
|
6.7%
|
|
—
|
|
|
|
|
|||
|
The Pointe
|
|
Tampa
|
|
253,000
|
|
|
Consolidated
|
|
100%
|
|
96.2%
|
|
94.3%
|
|
1.6%
|
|
23,369
|
|
|
|
|
|||
|
Harborview Plaza
|
|
Tampa
|
|
205,000
|
|
|
Consolidated
|
|
100%
|
|
98.0%
|
|
76.1%
|
|
1.2%
|
|
—
|
|
|
|
|
|||
|
TAMPA
|
|
|
|
1,682,000
|
|
|
|
|
|
|
|
|
|
|
9.5%
|
|
$
|
23,369
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Bank of America Center
|
|
Orlando
|
|
421,000
|
|
|
Consolidated
|
|
100%
|
|
87.7%
|
|
92.1%
|
|
1.9%
|
|
—
|
|
|
|
|
|||
|
One Orlando Centre
|
|
Orlando
|
|
356,000
|
|
|
Consolidated
|
|
100%
|
|
82.4%
|
|
73.2%
|
|
1.1%
|
|
—
|
|
|
|
|
|||
|
Citrus Center
|
|
Orlando
|
|
261,000
|
|
|
Consolidated
|
|
100%
|
|
94.3%
|
|
90.8%
|
|
1.4%
|
|
—
|
|
|
|
|
|||
|
ORLANDO
|
|
|
|
1,038,000
|
|
|
|
|
|
|
|
|
|
|
4.4%
|
|
—
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Courvoisier Centre (3)
|
|
Miami
|
|
343,000
|
|
|
Unconsolidated
|
|
20%
|
|
86.5%
|
|
80.8%
|
|
0.6%
|
|
22,309
|
|
|
|
|
|||
|
MIAMI
|
|
|
|
343,000
|
|
|
|
|
|
|
|
|
|
|
0.6%
|
|
$
|
22,309
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
TOTAL OFFICE PROPERTIES
|
|
|
|
16,237,000
|
|
|
|
|
|
|
|
|
|
|
97.0%
|
|
$
|
1,160,977
|
|
|
$
|
345,308
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
II.
|
OTHER PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Emory Point Apartments (Phase I) (4)
|
|
Atlanta
|
|
404,000
|
|
|
Unconsolidated
|
|
75%
|
|
90.0%
|
|
86.5%
|
|
1.4%
|
|
$
|
36,328
|
|
|
|
|
||
|
Emory Point Retail (Phase I)
|
|
Atlanta
|
|
80,000
|
|
|
Unconsolidated
|
|
75%
|
|
95.9%
|
|
95.3%
|
|
0.4%
|
|
7,194
|
|
|
|
|
|||
|
Emory Point Apartments (Phase II) (4)
|
|
Atlanta
|
|
257,000
|
|
|
Unconsolidated
|
|
75%
|
|
76.9%
|
|
75.0%
|
|
0.2%
|
|
28,701
|
|
|
|
|
|||
|
Emory Point Retail (Phase II)
|
|
Atlanta
|
|
45,000
|
|
|
Unconsolidated
|
|
75%
|
|
91.9%
|
|
87.9%
|
|
1.0%
|
|
5,026
|
|
|
|
|
|||
|
TOTAL OTHER PROPERTIES
|
|
|
|
786,000
|
|
|
|
|
|
|
|
|
|
|
3.0%
|
|
$
|
77,249
|
|
|
$
|
12,731
|
|
|
|
TOTAL PORTFOLIO
|
|
|
|
17,023,000
|
|
|
|
|
|
|
|
|
|
|
100.0%
|
|
$
|
1,238,226
|
|
|
$
|
358,039
|
|
|
(1)
|
Weighted average occupancy represents an average of the square footage occupied at the property during the year.
|
(2)
|
Net operating income represents rental property revenues less rental property operating expenses for the three months ended December 31, 2016.
|
(3)
|
Contains multiple buildings that are grouped together for reporting purposes.
|
(4)
|
Phase I consists of 443 units and Phase II consists of 307 units.
|
(5)
|
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.
|
(6)
|
Included in this amount is $14.9 million of Annualized Base Rent for tenants in a free rent period.
|
Year of Expiration
|
|
Number of Tenants
|
|
Square Feet
Expiring |
|
% of Leased Space
|
|
Annual Contractual Rents ($000's) (2)
|
|
% of Total Annual Contractual Rents
|
|
Annual Contractual Rent/Sq. Ft. (2)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
169
|
|
|
754,792
|
|
|
5.6
|
%
|
|
$
|
21,143
|
|
|
5.1
|
%
|
|
$
|
28.01
|
|
2018
|
|
151
|
|
|
997,019
|
|
|
7.4
|
%
|
|
29,353
|
|
|
7.1
|
%
|
|
29.44
|
|
||
2019
|
|
139
|
|
|
1,116,486
|
|
|
8.3
|
%
|
|
31,847
|
|
|
7.7
|
%
|
|
28.52
|
|
||
2020
|
|
116
|
|
|
1,021,135
|
|
|
7.6
|
%
|
|
30,563
|
|
|
7.4
|
%
|
|
29.93
|
|
||
2021
|
|
119
|
|
|
1,789,478
|
|
|
13.3
|
%
|
|
53,535
|
|
|
13.0
|
%
|
|
29.92
|
|
||
2022
|
|
91
|
|
|
2,065,821
|
|
|
15.3
|
%
|
|
58,220
|
|
|
14.2
|
%
|
|
28.18
|
|
||
2023
|
|
61
|
|
|
1,001,575
|
|
|
7.4
|
%
|
|
30,595
|
|
|
7.5
|
%
|
|
30.55
|
|
||
2024
|
|
49
|
|
|
918,063
|
|
|
6.8
|
%
|
|
33,029
|
|
|
8.1
|
%
|
|
35.98
|
|
||
2025 & Thereafter
|
|
111
|
|
|
3,802,231
|
|
|
28.3
|
%
|
|
122,426
|
|
|
29.9
|
%
|
|
32.20
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
1,006
|
|
|
13,466,600
|
|
|
100.0
|
%
|
|
$
|
410,711
|
|
|
100.0
|
%
|
|
$
|
30.49
|
|
(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)
|
|
Project Cost Incurred to Date (2)
|
|
Percent Leased
|
|
Initial Occupancy (3) / Estimated Stabilization (4)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Carolina Square
|
|
Mixed
|
|
Chapel Hill, NC
|
|
50
|
%
|
|
2Q15
|
|
|
|
$
|
123,000
|
|
|
$
|
66,845
|
|
|
|
|
|
||
Office
|
|
|
|
|
|
|
|
|
|
158,000
|
|
|
|
|
|
|
74
|
%
|
|
3Q17 / 3Q18
|
|||||
Retail
|
|
|
|
|
|
|
|
|
|
44,000
|
|
|
|
|
|
|
61
|
%
|
|
3Q17 / 3Q18
|
|||||
Apartments
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
—
|
%
|
|
3Q17 / 3Q18
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
864 Spring Street (NCR Phase I)
|
|
Office
|
|
Atlanta, GA
|
|
100
|
%
|
|
3Q15
|
|
502,000
|
|
|
219,000
|
|
|
103,994
|
|
|
100
|
%
|
|
1Q18 / 1Q18
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
8000 Avalon
|
|
Office
|
|
Atlanta, GA
|
|
90
|
%
|
|
1Q16
|
|
224,000
|
|
|
73,000
|
|
|
42,152
|
|
|
19
|
%
|
|
2Q17 / 2Q18
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
858 Spring Street (NCR Phase II)
|
|
Office
|
|
Atlanta, GA
|
|
100
|
%
|
|
4Q16
|
|
260,000
|
|
|
119,000
|
|
|
16,242
|
|
|
100
|
%
|
|
4Q18 / 4Q18
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dimensional Place
|
|
Office
|
|
Charlotte, NC
|
|
50
|
%
|
|
4Q16
|
|
|
|
94,000
|
|
|
18,549
|
|
|
|
|
|
||||
Office
|
|
|
|
|
|
|
|
|
|
266,000
|
|
|
|
|
|
|
100
|
%
|
|
4Q18 / 4Q18
|
|||||
Retail
|
|
|
|
|
|
|
|
|
|
16,000
|
|
|
|
|
|
|
—
|
%
|
|
4Q18 / 4Q18
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
$
|
628,000
|
|
|
$
|
247,782
|
|
|
|
|
|
(1)
|
This schedule shows projects currently under active development and/or projects with a contractual obligation 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 $79.8 million from a construction loan, which has $23.7 million outstanding as of December 31, 2016.
|
||||
(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
|
|
100.0%
|
|
12
|
|
|
|
|||
Wildwood Office Park
|
|
Atlanta
|
|
50.0%
|
|
22
|
|
|
|
|||
The Avenue Forsyth-Adjacent Land
|
|
Atlanta
|
|
100.0%
|
|
10
|
|
|
|
|||
120 West Trinity
|
|
Atlanta
|
|
20.0%
|
|
5
|
|
|
|
|||
Georgia
|
|
|
|
|
|
49
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Victory Center
|
|
Dallas
|
|
75.0%
|
|
3
|
|
|
|
|||
Texas
|
|
|
|
|
|
3
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Corporate Center
|
|
Tampa
|
|
100.0%
|
|
7
|
|
|
|
|||
Florida
|
|
|
|
|
|
7
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Commercial Land Held (Acres)
|
|
|
|
|
|
59
|
|
|
43
|
|
||
Cost Basis of Commercial Land Held
|
|
|
|
|
|
$
|
41,726
|
|
|
$
|
16,386
|
|
|
|
|
|
|
|
|
|
|
||||
Residential (1)
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Callaway Gardens (2)
|
|
Atlanta
|
|
100.0%
|
|
217
|
|
|
|
|||
Georgia
|
|
|
|
|
|
217
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Padre Island
|
|
Corpus Christi
|
|
50.0%
|
|
15
|
|
|
|
|||
Texas
|
|
|
|
|
|
15
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Residential Land Held (Acres)
|
|
|
|
|
|
232
|
|
|
225
|
|
||
Cost Basis of Residential Land Held
|
|
|
|
|
|
$
|
6,850
|
|
|
$
|
3,544
|
|
|
|
|
|
|
|
|
|
|
||||
Grand Total Land Held (Acres)
|
|
|
|
|
|
291
|
|
|
268
|
|
||
Grand Total Cost Basis of Land Held
|
|
|
|
|
|
$
|
48,576
|
|
|
$
|
19,930
|
|
(1)
|
Residential represents land that may be sold to third parties as lots or in large tracts for residential development.
|
||||
(2)
|
Callaway Gardens was a consolidated joint venture. In January 2017, the Company withdrew from the joint venture. The Company no longer owns the land, but maintains a participation interest in future lot sales.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item X.
|
Executive Officers of the Registrant
|
Name
|
|
Age
|
|
Office Held
|
Lawrence L. Gellerstedt III
|
|
60
|
|
President, Chief Executive Officer
|
Gregg D. Adzema
|
|
52
|
|
Executive Vice President, Chief Financial Officer
|
M. Colin Connolly
|
|
40
|
|
Executive Vice President, Chief Operating Officer
|
John S. McColl
|
|
54
|
|
Executive Vice President
|
Pamela F. Roper
|
|
43
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
John D. Harris, Jr.
|
|
57
|
|
Senior Vice President, Chief Accounting Officer, Treasurer and Assistant Secretary
|
|
2016 Quarters
|
|
2015 Quarters
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
High
|
$
|
10.43
|
|
|
$
|
11.07
|
|
|
$
|
11.40
|
|
|
$
|
10.50
|
|
|
$
|
11.63
|
|
|
$
|
10.96
|
|
|
$
|
10.89
|
|
|
$
|
10.37
|
|
Low
|
$
|
7.53
|
|
|
$
|
10.00
|
|
|
$
|
10.02
|
|
|
$
|
7.09
|
|
|
$
|
10.01
|
|
|
$
|
9.40
|
|
|
$
|
8.68
|
|
|
$
|
8.87
|
|
Dividends
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
—
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
Payment Date
|
2/22/2016
|
|
|
5/27/2016
|
|
|
9/6/2016
|
|
|
1/19/2017
|
|
|
2/23/2015
|
|
|
5/28/2015
|
|
|
8/24/2015
|
|
|
12/18/2015
|
|
|
Fiscal Year Ended
|
||||||||||||||||
Index
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||
Cousins Properties Incorporated
|
100.00
|
|
|
133.31
|
|
|
167.40
|
|
|
190.50
|
|
|
162.40
|
|
|
208.51
|
|
NYSE Composite Index
|
100.00
|
|
|
116.15
|
|
|
146.80
|
|
|
156.87
|
|
|
150.64
|
|
|
168.63
|
|
FTSE NAREIT Equity Index
|
100.00
|
|
|
118.06
|
|
|
120.97
|
|
|
157.43
|
|
|
162.46
|
|
|
176.30
|
|
SNL US REIT Office Index
|
100.00
|
|
|
114.56
|
|
|
122.09
|
|
|
153.91
|
|
|
155.26
|
|
|
173.26
|
|
Item 6.
|
Selected Financial Data
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental property revenues
|
$
|
249,814
|
|
|
$
|
196,244
|
|
|
$
|
164,123
|
|
|
$
|
122,672
|
|
|
$
|
114,208
|
|
Fee income
|
8,347
|
|
|
7,297
|
|
|
12,519
|
|
|
10,891
|
|
|
17,797
|
|
|||||
Other
|
1,050
|
|
|
828
|
|
|
919
|
|
|
4,681
|
|
|
4,841
|
|
|||||
|
259,211
|
|
|
204,369
|
|
|
177,561
|
|
|
138,244
|
|
|
136,846
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental property operating expenses
|
96,908
|
|
|
82,545
|
|
|
76,963
|
|
|
58,949
|
|
|
50,329
|
|
|||||
Reimbursed expenses
|
3,259
|
|
|
3,430
|
|
|
3,652
|
|
|
5,215
|
|
|
7,063
|
|
|||||
General and administrative expenses
|
25,592
|
|
|
16,918
|
|
|
19,784
|
|
|
21,986
|
|
|
23,208
|
|
|||||
Interest expense
|
26,650
|
|
|
22,735
|
|
|
20,983
|
|
|
19,091
|
|
|
23,933
|
|
|||||
Depreciation and amortization
|
97,948
|
|
|
71,625
|
|
|
62,258
|
|
|
47,131
|
|
|
39,424
|
|
|||||
Acquisition and merger costs
|
24,521
|
|
|
299
|
|
|
1,130
|
|
|
3,626
|
|
|
793
|
|
|||||
Other
|
5,888
|
|
|
1,181
|
|
|
3,729
|
|
|
4,167
|
|
|
7,617
|
|
|||||
|
280,766
|
|
|
198,733
|
|
|
188,499
|
|
|
160,165
|
|
|
152,367
|
|
|||||
Loss on extinguishment of debt
|
(5,180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties
|
(26,735
|
)
|
|
5,636
|
|
|
(10,938
|
)
|
|
(21,921
|
)
|
|
(15,615
|
)
|
|||||
Benefit (expense) for income taxes from operations
|
—
|
|
|
—
|
|
|
20
|
|
|
23
|
|
|
(91
|
)
|
|||||
Income from unconsolidated joint ventures
|
10,562
|
|
|
8,302
|
|
|
11,268
|
|
|
67,325
|
|
|
39,258
|
|
|||||
Income (loss) from continuing operations before gain on sale of investment properties
|
(16,173
|
)
|
|
13,938
|
|
|
350
|
|
|
45,427
|
|
|
23,552
|
|
|||||
Gain on sale of investment properties
|
77,114
|
|
|
80,394
|
|
|
12,536
|
|
|
61,288
|
|
|
4,053
|
|
|||||
Income from continuing operations
|
60,941
|
|
|
94,332
|
|
|
12,886
|
|
|
106,715
|
|
|
27,605
|
|
|||||
Income (loss) from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
19,163
|
|
|
31,848
|
|
|
20,764
|
|
|
8,625
|
|
|
1,907
|
|
|||||
Income (loss) on sale from discontinued operations
|
—
|
|
|
(551
|
)
|
|
19,358
|
|
|
11,489
|
|
|
18,407
|
|
|||||
Income from discontinued operations
|
19,163
|
|
|
31,297
|
|
|
40,122
|
|
|
20,114
|
|
|
20,314
|
|
|||||
Net income
|
80,104
|
|
|
125,629
|
|
|
53,008
|
|
|
126,829
|
|
|
47,919
|
|
|||||
Net income attributable to noncontrolling interests
|
(995
|
)
|
|
(111
|
)
|
|
(1,004
|
)
|
|
(5,068
|
)
|
|
(2,191
|
)
|
|||||
Net income attributable to controlling interests
|
79,109
|
|
|
125,518
|
|
|
52,004
|
|
|
121,761
|
|
|
45,728
|
|
|||||
Preferred share original issuance costs
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|
(2,656
|
)
|
|
—
|
|
|||||
Dividends to preferred stockholders
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|
(10,008
|
)
|
|
(12,907
|
)
|
|||||
Net income available to common stockholders
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
$
|
109,097
|
|
|
$
|
32,821
|
|
Net income from continuing operations attributable to controlling interest per common share - basic and diluted
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
|
$
|
0.62
|
|
|
$
|
0.13
|
|
Net income per common share - basic and diluted
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.76
|
|
|
$
|
0.32
|
|
Dividends declared per common share
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Total assets (at year-end)
|
$
|
4,171,607
|
|
|
$
|
2,595,320
|
|
|
$
|
2,664,295
|
|
|
$
|
2,270,493
|
|
|
$
|
1,122,701
|
|
Notes payable (at year-end)
|
$
|
1,380,920
|
|
|
$
|
718,810
|
|
|
$
|
789,309
|
|
|
$
|
627,381
|
|
|
$
|
423,869
|
|
Stockholders' investment (at year-end)
|
$
|
2,455,557
|
|
|
$
|
1,683,415
|
|
|
$
|
1,673,458
|
|
|
$
|
1,457,401
|
|
|
$
|
620,342
|
|
Common shares outstanding (at year-end)
|
393,418
|
|
|
211,513
|
|
|
216,513
|
|
|
189,666
|
|
|
104,090
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
71,802
|
|
|
$
|
69,012
|
|
|
$
|
2,790
|
|
|
4.0
|
%
|
Non-Same Property
|
178,012
|
|
|
127,232
|
|
|
50,780
|
|
|
39.9
|
%
|
|||
|
$
|
249,814
|
|
|
$
|
196,244
|
|
|
$
|
53,570
|
|
|
27.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
30,783
|
|
|
$
|
30,402
|
|
|
$
|
381
|
|
|
1.3
|
%
|
Non-Same Property
|
66,125
|
|
|
52,143
|
|
|
13,982
|
|
|
26.8
|
%
|
|||
|
$
|
96,908
|
|
|
$
|
82,545
|
|
|
$
|
14,363
|
|
|
17.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
41,019
|
|
|
$
|
38,610
|
|
|
$
|
2,409
|
|
|
6.2
|
%
|
Non-Same Property NOI
|
111,887
|
|
|
75,089
|
|
|
36,798
|
|
|
49.0
|
%
|
|||
Total NOI
|
$
|
152,906
|
|
|
$
|
113,699
|
|
|
$
|
39,207
|
|
|
34.5
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
81,696
|
|
|
$
|
78,151
|
|
|
$
|
3,545
|
|
|
4.5
|
%
|
Non-Same Property
|
114,548
|
|
|
85,972
|
|
|
28,576
|
|
|
33.2
|
%
|
|||
|
$
|
196,244
|
|
|
$
|
164,123
|
|
|
$
|
32,121
|
|
|
19.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
36,596
|
|
|
$
|
35,720
|
|
|
$
|
876
|
|
|
2.5
|
%
|
Non-Same Property
|
45,949
|
|
|
41,243
|
|
|
4,706
|
|
|
11.4
|
%
|
|||
|
$
|
82,545
|
|
|
$
|
76,963
|
|
|
$
|
5,582
|
|
|
7.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
45,100
|
|
|
$
|
42,431
|
|
|
$
|
2,669
|
|
|
6.3
|
%
|
Non-Same Property NOI
|
68,599
|
|
|
44,729
|
|
|
23,870
|
|
|
53.4
|
%
|
|||
Total NOI
|
$
|
113,699
|
|
|
$
|
87,160
|
|
|
$
|
26,539
|
|
|
30.4
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net operating income
|
$
|
28,784
|
|
|
$
|
24,335
|
|
|
$
|
25,896
|
|
Other income
|
4,106
|
|
|
787
|
|
|
717
|
|
|||
Depreciation and amortization
|
(13,905
|
)
|
|
(11,645
|
)
|
|
(11,913
|
)
|
|||
Interest expense
|
(8,423
|
)
|
|
(7,455
|
)
|
|
(7,364
|
)
|
|||
Land sales gain
|
—
|
|
|
2,280
|
|
|
2,165
|
|
|||
Other gains
|
—
|
|
|
—
|
|
|
1,767
|
|
|||
Income from unconsolidated joint ventures
|
$
|
10,562
|
|
|
$
|
8,302
|
|
|
$
|
11,268
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income Available to Common Stockholders
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
Depreciation and amortization of real estate assets:
|
|
|
|
|
|
||||||
Consolidated properties
|
96,583
|
|
|
70,003
|
|
|
61,391
|
|
|||
Discontinued properties
|
47,345
|
|
|
63,791
|
|
|
77,760
|
|
|||
Share of unconsolidated joint ventures
|
13,904
|
|
|
11,645
|
|
|
11,915
|
|
|||
Partners' share of real estate depreciation
|
(3,564
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sale of depreciated properties:
|
|
|
|
|
|
||||||
Consolidated properties
|
(73,533
|
)
|
|
(78,759
|
)
|
|
(30,188
|
)
|
|||
Discontinued properties
|
—
|
|
|
551
|
|
|
—
|
|
|||
Share of unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
(1,767
|
)
|
|||
Non-controlling interest related to unit holders
|
784
|
|
|
—
|
|
|
574
|
|
|||
Funds From Operations
|
$
|
160,628
|
|
|
$
|
192,749
|
|
|
$
|
165,204
|
|
Per Common Share — Diluted:
|
|
|
|
|
|
||||||
Net Income Available
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
Funds From Operations
|
$
|
0.63
|
|
|
$
|
0.89
|
|
|
$
|
0.81
|
|
Weighted Average Shares — Diluted
|
256,023
|
|
|
215,979
|
|
|
204,460
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
80,104
|
|
|
$
|
125,629
|
|
|
$
|
53,008
|
|
Fee income
|
(8,347
|
)
|
|
(7,297
|
)
|
|
(12,519
|
)
|
|||
Other income
|
(1,050
|
)
|
|
(828
|
)
|
|
(919
|
)
|
|||
Reimbursed expenses
|
3,259
|
|
|
3,430
|
|
|
3,652
|
|
|||
General and administrative expenses
|
25,592
|
|
|
16,918
|
|
|
19,784
|
|
|||
Interest expense
|
26,650
|
|
|
22,735
|
|
|
20,983
|
|
|||
Depreciation and amortization
|
97,948
|
|
|
71,625
|
|
|
62,258
|
|
|||
Acquisition and merger costs
|
24,521
|
|
|
299
|
|
|
1,130
|
|
|||
Other expenses
|
5,888
|
|
|
1,181
|
|
|
3,729
|
|
|||
Loss on extinguishment of debt
|
5,180
|
|
|
—
|
|
|
—
|
|
|||
Income from unconsolidated joint ventures
|
(10,562
|
)
|
|
(8,302
|
)
|
|
(11,268
|
)
|
|||
Gain on sale of investment properties
|
(77,114
|
)
|
|
(80,394
|
)
|
|
(12,536
|
)
|
|||
Income from discontinued operations
|
(19,163
|
)
|
|
(31,297
|
)
|
|
(40,122
|
)
|
|||
Net Operating Income
|
$
|
152,906
|
|
|
$
|
113,699
|
|
|
$
|
87,180
|
|
•
|
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 unsecured debt;
|
•
|
proceeds from mortgage notes payable;
|
•
|
proceeds from equity offerings;
|
•
|
issuance of CPLP limited partnership units; 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
|
$
|
134,000
|
|
|
$
|
—
|
|
|
$
|
134,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|||||
Mortgage notes payable
|
994,676
|
|
|
495,916
|
|
|
42,395
|
|
|
45,082
|
|
|
411,283
|
|
|||||
Interest commitments (1)
|
203,898
|
|
|
47,247
|
|
|
58,201
|
|
|
49,557
|
|
|
48,893
|
|
|||||
Ground leases
|
209,770
|
|
|
2,320
|
|
|
4,642
|
|
|
4,646
|
|
|
198,162
|
|
|||||
Other operating leases
|
1,382
|
|
|
475
|
|
|
688
|
|
|
219
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,793,726
|
|
|
$
|
545,958
|
|
|
$
|
239,926
|
|
|
$
|
349,504
|
|
|
$
|
658,338
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded development and tenant improvement commitments
|
135,696
|
|
|
135,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit, performance bonds
|
3,824
|
|
|
3,167
|
|
|
657
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments
|
$
|
139,520
|
|
|
$
|
138,863
|
|
|
$
|
657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
December 31, 2016
.
|
•
|
Entered into a
$120.0 million
non-recourse mortgage loan secured by Colorado Tower, a
373,000
square foot office building in Austin, Texas. The mortgage bears interest at a fixed annual rate of
3.45%
and matures
September 1, 2026
.
|
•
|
Entered into a
$150.0 million
non-recourse mortgage loan secured by Fifth Third Center, a
698,000
square foot office building in Charlotte, North Carolina. The mortgage bears interest at a fixed annual rate of
3.37%
and matures
October 1, 2026
.
|
•
|
Repaid the 191 Peachtree Tower mortgage loan in full in connection with a sale of the building and paid a
$3.7 million
prepayment penalty.
|
|
Year Ended December 31,
|
|
2016 to 2015 Change
|
|
2015 to 2014 Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
111,282
|
|
|
$
|
151,661
|
|
|
$
|
142,400
|
|
|
$
|
(40,379
|
)
|
|
$
|
9,261
|
|
Net cash provided by (used in) investing activities
|
460,939
|
|
|
38,482
|
|
|
(461,615
|
)
|
|
422,457
|
|
|
500,097
|
|
|||||
Net cash provided by (used in) financing activities
|
(538,537
|
)
|
|
(188,140
|
)
|
|
318,240
|
|
|
(350,397
|
)
|
|
(506,380
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Acquisition of property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
551,153
|
|
Projects under development
|
109,760
|
|
|
52,015
|
|
|
63,911
|
|
|||
Operating properties—leasing costs
|
50,030
|
|
|
28,052
|
|
|
10,431
|
|
|||
Operating properties—building improvements
|
30,718
|
|
|
83,615
|
|
|
76,296
|
|
|||
Land held for investment
|
—
|
|
|
8,098
|
|
|
—
|
|
|||
Capitalized interest
|
4,696
|
|
|
3,579
|
|
|
2,535
|
|
|||
Capitalized salaries
|
6,248
|
|
|
7,146
|
|
|
6,821
|
|
|||
Accrued capital expenditures adjustment
|
(7,918
|
)
|
|
2,483
|
|
|
(404
|
)
|
|||
Total property acquisition, development and tenant asset expenditures
|
$
|
193,534
|
|
|
$
|
184,988
|
|
|
$
|
710,743
|
|
|
|
2016
|
|
2015
|
|
2014
|
New leases
|
|
$6.10
|
|
$5.90
|
|
$6.84
|
Renewal leases
|
|
$3.88
|
|
$2.15
|
|
$3.23
|
Expansion leases
|
|
$5.51
|
|
$6.32
|
|
$5.59
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
($ in thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value
|
||||||||||||||||
Notes Payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
495,916
|
|
|
$
|
9,348
|
|
|
$
|
33,047
|
|
|
$
|
33,826
|
|
|
$
|
11,256
|
|
|
$
|
411,283
|
|
|
$
|
994,676
|
|
|
$
|
1,013,139
|
|
Average Interest Rate
|
5.99
|
%
|
|
3.43
|
%
|
|
4.01
|
%
|
|
6.00
|
%
|
|
—
|
%
|
|
3.66
|
%
|
|
4.87
|
%
|
|
|
|||||||||
Variable Rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,000
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
384,000
|
|
|
$
|
384,000
|
|
Average Interest Rate (1)
|
—
|
|
|
—
|
|
|
1.87
|
%
|
|
—
|
%
|
|
1.97
|
%
|
|
—
|
|
|
1.73
|
%
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2016
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
47,942
|
|
|
$
|
48,305
|
|
|
$
|
48,672
|
|
|
$
|
114,292
|
|
Income from unconsolidated joint ventures
|
1,834
|
|
|
1,784
|
|
|
1,527
|
|
|
5,418
|
|
||||
Gain (loss) on sale of investment properties
|
14,190
|
|
|
(246
|
)
|
|
—
|
|
|
63,169
|
|
||||
Income from continuing operations
|
14,694
|
|
|
242
|
|
|
2,920
|
|
|
43,085
|
|
||||
Discontinued operations
|
8,101
|
|
|
7,523
|
|
|
8,737
|
|
|
(5,198
|
)
|
||||
Net income
|
22,796
|
|
|
7,765
|
|
|
11,657
|
|
|
37,887
|
|
||||
Net income attributable to controlling interest
|
22,796
|
|
|
7,765
|
|
|
11,657
|
|
|
36,892
|
|
||||
Net income available to common stockholders
|
22,796
|
|
|
7,765
|
|
|
11,657
|
|
|
36,892
|
|
||||
Basic and diluted net income per common share
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
0.10
|
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2015
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
48,915
|
|
|
$
|
52,667
|
|
|
$
|
52,873
|
|
|
$
|
49,913
|
|
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
|
2,206
|
|
|
27
|
|
|
44,739
|
|
|
47,361
|
|
||||
Discontinued operations
|
4,997
|
|
|
7,925
|
|
|
8,881
|
|
|
9,494
|
|
||||
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
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
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, 2016 and 2015
|
F-3
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014
|
F-4
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014
|
F-5
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
|
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, 2016
|
S-1 through S-3
|
(b)
|
Exhibits
|
2.1
|
|
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.)
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties LP, Cousins Properties Incorporated and Clinic Sub Inc., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.
|
|
|
|
2.3
|
|
Separation, Distribution and Transition Services Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.1 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
|
|
|
|
2.4
|
|
Tax Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.2 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
|
|
|
|
2.5
|
|
Employee Matters Agreement, dated as of October 5, 2016, by and among the Registrant, Cousins Properties LP, Clinic Sub Inc., Parkway Properties, Inc., Parkway Properties LP, Parkway Properties General Partners, Inc., Parkway, Inc. and Parkway Operating Partnership LP., filed as Exhibit 2.3 to the Registrant's Current Form on Form 8-K filed on October 6, 2016, and incorporated herein by reference.
|
|
|
|
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.
|
|
|
|
3.1.5
|
|
Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016, filed as Exhibit 3.1 and 3.1.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, 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.
|
|
|
|
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, filed as Exhibit 10(a)(xxxiv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
10(a)(xxxv)*
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate, filed as Exhibit 10(a)(xxxv) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
10(a)(xxxvi)*
|
|
Form of Amendment Number One to Change in Control Severance Agreement, filed as Exhibit 10(a)(xxxvi) to the Registrant's Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
10(a)(xxxvii)*†
|
|
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan — Form of Restricted Stock Unit Certificate for 2017-2019 Performance Period.
|
|
|
|
10(a)(xxxviii)*†
|
|
Cousins Properties Incorporated 2009 Incentive Stock Plan – Form of Stock Grant Certificate.
|
|
|
|
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)
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on June 7, 2016, and incorporated herein by reference.
|
|
|
|
10(j)
|
|
Agreement of Limited Partnership of Cousins Properties LP., filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on October 7, 2016, and incorporated herein by reference.
|
|
|
|
10(k)
|
|
Stockholders Agreement, dated April 28, 2016, by and among Cousins Properties Incorporated, TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC, filed as Exhibit 10.1 to the Registrant's Current Form on Form 8-K filed on April 29, 2016, and incorporated herein by reference.
|
|
|
|
10(l)†
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated as of December 1, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
|
|
|
|
10(m)†
|
|
Term Loan Agreement, dated as of December 2, 2016, among the Registrant, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
|
|
|
|
11
|
|
Computation of Per Share Earnings. Data required by SFAS No. 128, “Earnings Per Share,” is provided in note 16 of notes to consolidated financial statements included in this Annual Report on Form 10-K, and incorporated herein by reference.
|
|
|
|
21†
|
|
Subsidiaries of the Registrant.
|
|
|
|
23†
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1†
|
|
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2†
|
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1†
|
|
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2†
|
|
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101†
|
|
The following financial information for the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) the condensed consolidated balance sheets, (ii) the condensed consolidated statements of operations, (iii) the condensed consolidated statements of equity, (iv) the condensed consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
†
|
Filed herewith.
|
|
|
Cousins Properties Incorporated
(Registrant)
|
||
Dated:
|
February 20, 2017
|
|
||
|
|
BY:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Gregg D. Adzema
|
|
|
|
|
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
|
Signature
|
|
Capacity
|
|
Date
|
/s/ Lawrence L. Gellerstedt III
|
|
Chief Executive Officer,
|
|
February 20, 2017
|
Lawrence L. Gellerstedt III
|
|
President and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Gregg D. Adzema
|
|
Executive Vice President and
|
|
February 20, 2017
|
Gregg D. Adzema
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ John D. Harris, Jr.
|
|
Senior Vice President, Chief
|
|
February 20, 2017
|
John D. Harris, Jr.
|
|
Accounting Officer, Treasurer and Assistant Secretary
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert M. Chapman
|
|
Director
|
|
February 20, 2017
|
Robert M. Chapman
|
|
|
|
|
|
|
|
|
|
/s/ Charles T. Cannada
|
|
Director
|
|
February 20, 2017
|
Charles T. Cannada
|
|
|
|
|
|
|
|
|
|
/s/ Edward M. Casal
|
|
Director
|
|
February 20, 2017
|
Edward M. Casal
|
|
|
|
|
|
|
|
|
|
/s/ Kelvin M. Davis
|
|
Director
|
|
February 20, 2017
|
Kelvin M. Davis
|
|
|
|
|
|
|
|
|
|
/s/ Lillian C. Giornelli
|
|
Director
|
|
February 20, 2017
|
Lillian C. Giornelli
|
|
|
|
|
|
|
|
|
|
/s/ S. Taylor Glover
|
|
Chairman of the Board of Directors
|
|
February 20, 2017
|
S. Taylor Glover
|
|
|
|
|
|
|
|
|
|
/s/ Donna W. Hyland
|
|
Director
|
|
February 20, 2017
|
Donna W. Hyland
|
|
|
|
|
|
|
|
|
|
/s/ Brenda J. Mixson
|
|
Director
|
|
February 20, 2017
|
Brenda J. Mixson
|
|
|
|
|
Cousins Properties Incorporated
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets—December 31, 2016 and 2015
|
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
Notes to Consolidated Financial Statements
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Operating properties, net of accumulated depreciation of $215,856 and $352,350 in 2016 and 2015, respectively
|
$
|
3,432,522
|
|
|
$
|
2,194,781
|
|
Projects under development
|
162,387
|
|
|
27,890
|
|
||
Land
|
4,221
|
|
|
17,829
|
|
||
|
3,599,130
|
|
|
2,240,500
|
|
||
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
|
35,687
|
|
|
2,003
|
|
||
Restricted cash
|
15,634
|
|
|
4,304
|
|
||
Notes and accounts receivable, net of allowance for doubtful accounts of $1,167 and $1,353 in 2016 and 2015, respectively
|
27,683
|
|
|
10,828
|
|
||
Deferred rents receivable
|
39,464
|
|
|
67,258
|
|
||
Investment in unconsolidated joint ventures
|
179,397
|
|
|
102,577
|
|
||
Intangible assets, net of accumulated amortization of $53,483 and $103,458 in 2016 and 2015, respectively
|
245,529
|
|
|
124,615
|
|
||
Other assets
|
29,083
|
|
|
35,989
|
|
||
Total assets
|
$
|
4,171,607
|
|
|
$
|
2,595,320
|
|
Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
1,380,920
|
|
|
$
|
718,810
|
|
Accounts payable and accrued expenses
|
109,278
|
|
|
71,739
|
|
||
Deferred income
|
33,304
|
|
|
29,788
|
|
||
Intangible liabilities, net of accumulated amortization of $12,227 and $26,890 in 2016 and 2015, respectively
|
89,781
|
|
|
59,592
|
|
||
Other liabilities
|
44,084
|
|
|
30,629
|
|
||
Liabilities of real estate assets held for sale
|
—
|
|
|
1,347
|
|
||
Total liabilities
|
1,657,367
|
|
|
911,905
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Stockholders' investment:
|
|
|
|
||||
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 and 0 shares issued and outstanding in 2016 and 2015, respectively
|
6,867
|
|
|
—
|
|
||
Common stock, $1 par value, 700,000,000 shares authorized, 403,746,938 and 220,255,676 shares issued in 2016 and 2015, respectively
|
403,747
|
|
|
220,256
|
|
||
Additional paid-in capital
|
3,407,430
|
|
|
1,722,224
|
|
||
Treasury stock at cost, 10,329,082 and 8,742,181 shares in 2016 and 2015, respectively
|
(148,373
|
)
|
|
(134,630
|
)
|
||
Distributions in excess of cumulative net income
|
(1,214,114
|
)
|
|
(124,435
|
)
|
||
Total stockholders' investment
|
2,455,557
|
|
|
1,683,415
|
|
||
Nonredeemable noncontrolling interests
|
58,683
|
|
|
—
|
|
||
Total equity
|
2,514,240
|
|
|
1,683,415
|
|
||
Total liabilities and equity
|
$
|
4,171,607
|
|
|
$
|
2,595,320
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental property revenues
|
$
|
249,814
|
|
|
$
|
196,244
|
|
|
$
|
164,123
|
|
Fee income
|
8,347
|
|
|
7,297
|
|
|
12,519
|
|
|||
Other
|
1,050
|
|
|
828
|
|
|
919
|
|
|||
|
259,211
|
|
|
204,369
|
|
|
177,561
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Rental property operating expenses
|
96,908
|
|
|
82,545
|
|
|
76,963
|
|
|||
Reimbursed expenses
|
3,259
|
|
|
3,430
|
|
|
3,652
|
|
|||
General and administrative expenses
|
25,592
|
|
|
16,918
|
|
|
19,784
|
|
|||
Interest expense
|
26,650
|
|
|
22,735
|
|
|
20,983
|
|
|||
Depreciation and amortization
|
97,948
|
|
|
71,625
|
|
|
62,258
|
|
|||
Acquisition and merger costs
|
24,521
|
|
|
299
|
|
|
1,130
|
|
|||
Other
|
5,888
|
|
|
1,181
|
|
|
3,729
|
|
|||
|
280,766
|
|
|
198,733
|
|
|
188,499
|
|
|||
Loss on extinguishment of debt
|
(5,180
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties
|
(26,735
|
)
|
|
5,636
|
|
|
(10,938
|
)
|
|||
Benefit for income taxes from operations
|
—
|
|
|
—
|
|
|
20
|
|
|||
Income from unconsolidated joint ventures
|
10,562
|
|
|
8,302
|
|
|
11,268
|
|
|||
Income (loss) from continuing operations before gain on sale of investment properties
|
(16,173
|
)
|
|
13,938
|
|
|
350
|
|
|||
Gain on sale of investment properties
|
77,114
|
|
|
80,394
|
|
|
12,536
|
|
|||
Income from continuing operations
|
60,941
|
|
|
94,332
|
|
|
12,886
|
|
|||
Income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations
|
19,163
|
|
|
31,848
|
|
|
20,764
|
|
|||
Income (loss) on sale from discontinued operations
|
—
|
|
|
(551
|
)
|
|
19,358
|
|
|||
Income from discontinued operations
|
19,163
|
|
|
31,297
|
|
|
40,122
|
|
|||
Net income
|
80,104
|
|
|
125,629
|
|
|
53,008
|
|
|||
Net income attributable to noncontrolling interests
|
(995
|
)
|
|
(111
|
)
|
|
(1,004
|
)
|
|||
Net income attributable to controlling interests
|
79,109
|
|
|
125,518
|
|
|
52,004
|
|
|||
Preferred share original issuance costs
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|||
Dividends to preferred stockholders
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|||
Net income available to common stockholders
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
Per common share information — basic:
|
|
|
|
|
|
||||||
Income from continuing operations for common stockholders
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
Income from discontinued operations for common stockholders
|
0.07
|
|
|
0.14
|
|
|
0.20
|
|
|||
Net income available to common stockholders
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
Per common share information — diluted:
|
|
|
|
|
|
||||||
Income from continuing operations for common stockholders
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
Income from discontinued operations for common stockholders
|
0.07
|
|
|
0.14
|
|
|
0.20
|
|
|||
Net income available to common stockholders
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
Weighted average shares — basic
|
253,895
|
|
|
215,827
|
|
|
204,216
|
|
|||
Weighted average shares — diluted
|
256,023
|
|
|
215,979
|
|
|
204,460
|
|
|||
Dividends declared per common share
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
|
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, 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
|
|
||||||||
Distribution 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
|
|
Net income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,109
|
|
|
$
|
79,109
|
|
|
$
|
995
|
|
|
$
|
80,104
|
|
Securities issued in merger
|
|
6,867
|
|
|
183,207
|
|
|
1,683,076
|
|
|
—
|
|
|
—
|
|
|
1,873,150
|
|
|
76,858
|
|
|
1,950,008
|
|
||||||||
Noncontrolling interest in assets acquired in merger
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292,337
|
|
|
292,337
|
|
||||||||
Common stock issuance pursuant to stock based compensation
|
|
—
|
|
|
280
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
504
|
|
||||||||
Spin-off of New Parkway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,118,240
|
)
|
|
(1,118,240
|
)
|
|
(22,821
|
)
|
|
(1,141,061
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(35
|
)
|
|
1,683
|
|
|
—
|
|
|
—
|
|
|
1,648
|
|
|
—
|
|
|
1,648
|
|
||||||||
Common stock redemption by unit holders
|
|
—
|
|
|
39
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|
(262
|
)
|
|
—
|
|
||||||||
Contributions from nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,126
|
|
|
4,126
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292,550
|
)
|
|
(292,550
|
)
|
||||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,743
|
)
|
|
—
|
|
|
(13,743
|
)
|
|
—
|
|
|
(13,743
|
)
|
||||||||
Common dividends ($0.24 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,548
|
)
|
|
(50,548
|
)
|
|
—
|
|
|
(50,548
|
)
|
||||||||
Balance December 31, 2016
|
|
$
|
6,867
|
|
|
$
|
403,747
|
|
|
$
|
3,407,430
|
|
|
$
|
(148,373
|
)
|
|
$
|
(1,214,114
|
)
|
|
$
|
2,455,557
|
|
|
$
|
58,683
|
|
|
$
|
2,514,240
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
80,104
|
|
|
$
|
125,629
|
|
|
$
|
53,008
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of investment properties, including discontinued operations
|
(77,114
|
)
|
|
(79,843
|
)
|
|
(31,894
|
)
|
|||
Loss on extinguishment of debt
|
5,180
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization, including discontinued operations
|
145,293
|
|
|
135,462
|
|
|
141,022
|
|
|||
Amortization of deferred financing costs and discount on notes payable
|
(1,595
|
)
|
|
1,423
|
|
|
604
|
|
|||
Stock-based compensation expense, net of forfeitures
|
2,152
|
|
|
1,473
|
|
|
1,992
|
|
|||
Effect of certain non-cash adjustments to rental revenues
|
(25,873
|
)
|
|
(26,475
|
)
|
|
(30,039
|
)
|
|||
Income from unconsolidated joint ventures
|
(10,562
|
)
|
|
(8,302
|
)
|
|
(11,268
|
)
|
|||
Operating distributions from unconsolidated joint ventures
|
7,764
|
|
|
8,760
|
|
|
10,296
|
|
|||
Land and multi-family cost of sales, net of closing costs paid
|
—
|
|
|
—
|
|
|
302
|
|
|||
Other
|
4,526
|
|
|
—
|
|
|
—
|
|
|||
Changes in other operating assets and liabilities:
|
|
|
|
|
|
||||||
Change in other receivables and other assets, net
|
2,156
|
|
|
(10,937
|
)
|
|
(644
|
)
|
|||
Change in operating liabilities
|
(20,749
|
)
|
|
4,471
|
|
|
9,021
|
|
|||
Net cash provided by operating activities
|
111,282
|
|
|
151,661
|
|
|
142,400
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from investment property sales
|
622,643
|
|
|
225,307
|
|
|
244,471
|
|
|||
Property acquisition, development, and tenant asset expenditures
|
(193,534
|
)
|
|
(184,988
|
)
|
|
(710,743
|
)
|
|||
Investment in unconsolidated joint ventures
|
(28,531
|
)
|
|
(9,985
|
)
|
|
(18,342
|
)
|
|||
Distributions from unconsolidated joint ventures
|
7,369
|
|
|
7,555
|
|
|
26,179
|
|
|||
Investment in preferred stock
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|||
Cash acquired in merger with Parkway Properties, Inc.
|
63,193
|
|
|
—
|
|
|
—
|
|
|||
Investments in marketable securities
|
(21,190
|
)
|
|
—
|
|
|
—
|
|
|||
Change in notes receivable and other assets
|
(3,241
|
)
|
|
118
|
|
|
(1,819
|
)
|
|||
Change in restricted cash
|
19,230
|
|
|
475
|
|
|
(1,361
|
)
|
|||
Net cash provided by (used in) investing activities
|
460,939
|
|
|
38,482
|
|
|
(461,615
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from credit facility
|
716,800
|
|
|
355,900
|
|
|
764,575
|
|
|||
Repayment of credit facility
|
(674,800
|
)
|
|
(404,100
|
)
|
|
(664,450
|
)
|
|||
Proceeds from notes payable
|
870,000
|
|
|
—
|
|
|
85,068
|
|
|||
Repayment of notes payable, including prepayment penalties
|
(907,300
|
)
|
|
(22,851
|
)
|
|
(22,943
|
)
|
|||
Cash distributed to Parkway, Inc.
|
(192,755
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock issued, net of expenses
|
—
|
|
|
8
|
|
|
321,845
|
|
|||
Repurchase of common stock
|
(13,743
|
)
|
|
(47,790
|
)
|
|
—
|
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(94,775
|
)
|
|||
Common dividends paid
|
(50,548
|
)
|
|
(69,196
|
)
|
|
(61,555
|
)
|
|||
Preferred dividends paid
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|||
Contributions from noncontrolling interests
|
4,126
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(4,195
|
)
|
|
—
|
|
|
(3,995
|
)
|
|||
Distributions to nonredeemable noncontrolling interests
|
(286,122
|
)
|
|
(111
|
)
|
|
(2,575
|
)
|
|||
Net cash provided by (used in) financing activities
|
(538,537
|
)
|
|
(188,140
|
)
|
|
318,240
|
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
33,684
|
|
|
2,003
|
|
|
(975
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
2,003
|
|
|
—
|
|
|
975
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
35,687
|
|
|
$
|
2,003
|
|
|
$
|
—
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Real estate assets
|
$
|
3,441,859
|
|
Cash
|
63,193
|
|
|
Restricted cash
|
30,560
|
|
|
Notes and other receivables
|
36,388
|
|
|
Investment in unconsolidated joint ventures
|
58,875
|
|
|
Intangible assets
|
330,221
|
|
|
Other assets
|
10,549
|
|
|
|
$
|
3,971,645
|
|
|
|
||
Notes payable
|
$
|
1,473,810
|
|
Accounts payable and accrued expenses
|
136,934
|
|
|
Intangible liabilities
|
106,480
|
|
|
Other liabilities
|
12,076
|
|
|
Nonredeemable noncontrolling interests (excluding CPLP)
|
292,337
|
|
|
|
$
|
2,021,637
|
|
|
|
||
Total purchase price
|
$
|
1,950,008
|
|
|
|
2016
|
|
2015
|
||||
|
|
(unaudited, in thousands, except per share amounts)
|
||||||
Revenues
|
|
$
|
732,117
|
|
|
$
|
855,318
|
|
Income from continuing operations
|
|
179,625
|
|
|
237,909
|
|
||
Net income
|
|
174,117
|
|
|
237,323
|
|
||
Net income available to common stockholders
|
|
166,375
|
|
|
208,574
|
|
||
Per share information:
|
|
|
|
|
||||
Basic
|
|
$
|
0.42
|
|
|
$
|
0.53
|
|
Diluted
|
|
$
|
0.41
|
|
|
$
|
0.53
|
|
Real estate assets
|
$
|
1,696,080
|
|
Cash
|
192,755
|
|
|
Notes and other receivables
|
43,752
|
|
|
Intangible assets
|
143,294
|
|
|
Other assets
|
6,669
|
|
|
|
$
|
2,082,550
|
|
|
|
||
Notes payable
|
$
|
803,769
|
|
Accounts payable and accrued expenses
|
56,055
|
|
|
Intangible liabilities
|
59,424
|
|
|
Other liabilities
|
22,241
|
|
|
|
$
|
941,489
|
|
|
|
||
Noncontrolling interest
|
22,821
|
|
|
|
|
||
Net assets in Spin-off to New Parkway
|
$
|
1,118,240
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Rental property revenues
|
|
$
|
136,927
|
|
|
$
|
176,828
|
|
|
$
|
182,714
|
|
Rental property operating expenses
|
|
(58,336
|
)
|
|
(73,630
|
)
|
|
(80,099
|
)
|
|||
Other revenues
|
|
288
|
|
|
450
|
|
|
4,064
|
|
|||
Interest expense
|
|
(6,022
|
)
|
|
(7,988
|
)
|
|
(8,127
|
)
|
|||
Depreciation and amortization
|
|
(47,345
|
)
|
|
(63,791
|
)
|
|
(77,760
|
)
|
|||
Other expenses
|
|
(6,349
|
)
|
|
(21
|
)
|
|
(28
|
)
|
|||
Income from discontinued operations
|
|
$
|
19,163
|
|
|
$
|
31,848
|
|
|
$
|
20,764
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on sale of discontinued operations, net
|
|
$
|
—
|
|
|
$
|
(551
|
)
|
|
$
|
19,358
|
|
|
|
|
|
|
|
|
||||||
Cash provided by operating activities
|
|
$
|
42,604
|
|
|
$
|
76,395
|
|
|
$
|
81,946
|
|
Cash used in investing activities
|
|
$
|
(30,067
|
)
|
|
$
|
(55,085
|
)
|
|
$
|
6,001
|
|
Property
|
|
Property Type
|
|
Location
|
|
Square Feet
|
|
Sales Price
|
|||
2016
|
|
|
|
|
|
|
|
|
|||
100 North Point Center East
|
|
Office
|
|
Atlanta
|
|
129,000
|
|
|
$
|
22,000
|
|
Post Oak Central
|
|
Office
|
|
Houston
|
|
1,280,000
|
|
|
(1
|
)
|
|
Greenway Plaza
|
|
Office
|
|
Houston
|
|
4,348,000
|
|
|
(1
|
)
|
|
Two Liberty Place
|
|
Office
|
|
Philadelphia
|
|
941,000
|
|
|
$
|
219,000
|
|
191 Peachtree
|
|
Office
|
|
Atlanta
|
|
1,225,000
|
|
|
$
|
267,500
|
|
Lincoln Place
|
|
Office
|
|
Miami
|
|
140,000
|
|
|
$
|
80,000
|
|
The Forum
|
|
Office
|
|
Atlanta
|
|
220,000
|
|
|
$
|
70,000
|
|
|
|
|
|
|
|
|
|
|
|||
2015
|
|
|
|
|
|
|
|
|
|||
2100 Ross
|
|
Office
|
|
Dallas, TX
|
|
844,000
|
|
|
$
|
131,000
|
|
200, 333, and 555 North Point Center East
|
|
Office
|
|
Atlanta, GA
|
|
411,000
|
|
|
$
|
70,300
|
|
The Points at Waterview
|
|
Office
|
|
Dallas, TX
|
|
203,000
|
|
|
$
|
26,800
|
|
|
|
|
|
|
|
|
|
|
|||
2014
|
|
|
|
|
|
|
|
|
|||
777 Main
|
|
Office
|
|
Ft. Worth, TX
|
|
980,000
|
|
|
$
|
167,000
|
|
Lakeshore Park Plaza
|
|
Office
|
|
Birmingham, AL
|
|
197,000
|
|
|
$
|
25,000
|
|
Mahan Village
|
|
Retail
|
|
Tallahassee, FL
|
|
147,000
|
|
|
$
|
29,500
|
|
600 University Park Place
|
|
Office
|
|
Birmingham, AL
|
|
123,000
|
|
|
$
|
19,700
|
|
|
|
|
|
|
|
|
|
|
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
|
||||||
|
|
Northpark Town Center
|
|
Fifth Third Center
|
||||
Tangible assets:
|
|
|
|
|
||||
Land and improvements
|
|
$
|
24,577
|
|
|
$
|
22,863
|
|
Building
|
|
274,151
|
|
|
163,649
|
|
||
Tenant improvements
|
|
21,674
|
|
|
16,781
|
|
||
Other assets
|
|
—
|
|
|
1,014
|
|
||
Tangible assets
|
|
320,402
|
|
|
204,307
|
|
||
Intangible assets:
|
|
|
|
|
||||
Above-market leases
|
|
2,846
|
|
|
632
|
|
||
In-place leases
|
|
30,159
|
|
|
17,096
|
|
||
Below-market ground leases
|
|
—
|
|
|
338
|
|
||
Total intangible assets
|
|
33,005
|
|
|
18,066
|
|
||
Tangible liabilities:
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
—
|
|
|
(1,026
|
)
|
||
Total tangible liabilities
|
|
—
|
|
|
(1,026
|
)
|
||
Intangible liabilities:
|
|
|
|
|
||||
Below-market leases
|
|
(8,018
|
)
|
|
(9,374
|
)
|
||
Total intangible liabilities
|
|
(8,018
|
)
|
|
(9,374
|
)
|
||
|
|
|
|
|
||||
Total net assets acquired
|
|
$
|
345,389
|
|
|
$
|
211,973
|
|
Revenues
|
$
|
388,791
|
|
Income from continuing operations
|
31,695
|
|
|
Net income
|
52,853
|
|
|
Net income available to common stockholders
|
45,364
|
|
|
Per share information:
|
|
||
Basic
|
$
|
0.22
|
|
Diluted
|
$
|
0.22
|
|
|
2016
|
|
2015
|
||||
Notes receivable
|
$
|
3,921
|
|
|
$
|
414
|
|
Allowance for doubtful accounts related to notes receivable
|
(414
|
)
|
|
(414
|
)
|
||
Tenant and other receivables
|
24,929
|
|
|
11,767
|
|
||
Allowance for doubtful accounts related to tenant and other receivables
|
(753
|
)
|
|
(939
|
)
|
||
|
$
|
27,683
|
|
|
$
|
10,828
|
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity (Deficit)
|
|
Company's Investment
|
|
||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||||||||||
Terminus Office Holdings
|
$
|
268,242
|
|
|
$
|
277,444
|
|
|
$
|
207,545
|
|
|
$
|
211,216
|
|
|
$
|
49,476
|
|
|
$
|
56,369
|
|
|
$
|
25,686
|
|
|
$
|
29,110
|
|
|
EP I LLC
|
78,537
|
|
|
83,115
|
|
|
58,029
|
|
|
58,029
|
|
|
18,962
|
|
|
24,172
|
|
|
18,551
|
|
|
21,502
|
|
|
||||||||
EP II LLC
|
67,754
|
|
|
70,704
|
|
|
44,969
|
|
|
40,910
|
|
|
21,743
|
|
|
24,331
|
|
|
17,606
|
|
|
19,118
|
|
|
||||||||
Charlotte Gateway Village, LLC
|
119,054
|
|
|
123,531
|
|
|
—
|
|
|
17,536
|
|
|
116,809
|
|
|
104,336
|
|
|
11,796
|
|
|
11,190
|
|
|
||||||||
HICO Victory Center LP
|
14,124
|
|
|
13,532
|
|
|
—
|
|
|
—
|
|
|
13,869
|
|
|
13,229
|
|
|
9,506
|
|
|
9,138
|
|
|
||||||||
Carolina Square Holdings LP
|
66,922
|
|
|
15,729
|
|
|
23,741
|
|
|
—
|
|
|
34,173
|
|
|
12,085
|
|
|
18,325
|
|
|
6,782
|
|
|
||||||||
CL Realty, L.L.C.
|
8,047
|
|
|
7,872
|
|
|
—
|
|
|
—
|
|
|
7,899
|
|
|
7,662
|
|
|
3,644
|
|
|
3,515
|
|
|
||||||||
DC Charlotte Plaza LLLP
|
17,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,073
|
|
|
—
|
|
|
8,937
|
|
|
—
|
|
|
||||||||
Temco Associates, LLC
|
4,368
|
|
|
5,284
|
|
|
—
|
|
|
—
|
|
|
4,253
|
|
|
5,133
|
|
|
829
|
|
|
977
|
|
|
||||||||
Wildwood Associates
|
16,351
|
|
|
16,419
|
|
|
—
|
|
|
—
|
|
|
16,314
|
|
|
16,354
|
|
|
(1,143
|
)
|
(1)
|
(1,122
|
)
|
(1)
|
||||||||
Crawford Long - CPI, LLC
|
27,523
|
|
|
29,143
|
|
|
72,822
|
|
|
74,286
|
|
|
(45,928
|
)
|
|
(46,238
|
)
|
|
(21,866
|
)
|
(1)
|
(22,021
|
)
|
(1)
|
||||||||
Cousins W. Rio Salado, LLC
|
59,399
|
|
|
—
|
|
|
12,852
|
|
|
—
|
|
|
32,855
|
|
|
—
|
|
|
52,206
|
|
|
—
|
|
|
||||||||
Courvoisier Centre JV, LLC
|
172,197
|
|
|
—
|
|
|
106,500
|
|
|
—
|
|
|
69,479
|
|
|
—
|
|
|
11,782
|
|
|
—
|
|
|
||||||||
AMCO 120 WT Holdings, LLC
|
10,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,136
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
||||||||
Other
|
—
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,646
|
|
|
345
|
|
|
1,245
|
|
|
||||||||
|
$
|
930,904
|
|
|
$
|
644,880
|
|
|
$
|
526,458
|
|
|
$
|
401,977
|
|
|
$
|
366,113
|
|
|
$
|
219,079
|
|
|
$
|
156,388
|
|
|
$
|
79,434
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Net
Income (Loss)
|
||||||||||||||||||||||||||||||
SUMMARY OF OPERATIONS:
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Terminus Office Holdings
|
$
|
42,386
|
|
|
$
|
40,250
|
|
|
39,531
|
|
|
$
|
4,608
|
|
|
$
|
2,789
|
|
|
663
|
|
|
$
|
2,303
|
|
|
$
|
1,395
|
|
|
$
|
308
|
|
||
EP I LLC
|
12,239
|
|
|
12,558
|
|
|
12,049
|
|
|
2,294
|
|
|
3,177
|
|
|
2,583
|
|
|
1,684
|
|
|
2,197
|
|
|
1,937
|
|
|||||||||
EP II LLC
|
5,376
|
|
|
1,264
|
|
|
—
|
|
|
(1,187
|
)
|
|
(638
|
)
|
|
—
|
|
|
(878
|
)
|
|
(466
|
)
|
|
—
|
|
|||||||||
Charlotte Gateway Village, LLC
|
34,156
|
|
|
33,724
|
|
|
33,903
|
|
|
14,536
|
|
|
12,737
|
|
|
11,645
|
|
|
2,194
|
|
|
1,183
|
|
|
1,176
|
|
|||||||||
HICO Victory Center LP
|
383
|
|
|
262
|
|
|
—
|
|
|
376
|
|
|
204
|
|
|
—
|
|
|
187
|
|
|
102
|
|
|
—
|
|
|||||||||
Carolina Square Holdings LP
|
58
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
CL Realty, L.L.C.
|
567
|
|
|
855
|
|
|
1,573
|
|
|
237
|
|
|
424
|
|
|
1,069
|
|
|
128
|
|
|
220
|
|
|
542
|
|
|||||||||
DC Charlotte Plaza LLLP
|
47
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|||||||||
Temco Associates, LLC
|
1,343
|
|
|
9,485
|
|
|
2,155
|
|
|
440
|
|
|
2,358
|
|
|
495
|
|
|
502
|
|
|
2,351
|
|
|
(6
|
)
|
|||||||||
Wildwood Associates
|
—
|
|
|
—
|
|
|
3,329
|
|
|
(140
|
)
|
|
(120
|
)
|
|
(1,704
|
)
|
|
(70
|
)
|
|
(59
|
)
|
|
2,097
|
|
|||||||||
Crawford Long - CPI, LLC
|
12,113
|
|
|
12,291
|
|
|
11,945
|
|
|
2,743
|
|
|
2,820
|
|
|
2,775
|
|
|
1,372
|
|
|
1,416
|
|
|
1,407
|
|
|||||||||
Cousins W Rio Salado, LLC
|
4,219
|
|
|
—
|
|
|
—
|
|
|
3,926
|
|
|
—
|
|
|
—
|
|
|
2,906
|
|
|
—
|
|
|
—
|
|
|||||||||
Courvoisier Centre JV, LLC
|
3,968
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
4,841
|
|
|
—
|
|
|
(40
|
)
|
|
7,831
|
|
|
303
|
|
|
(37
|
)
|
|
3,807
|
|
|||||||||
|
$
|
116,855
|
|
|
$
|
110,689
|
|
|
$
|
109,326
|
|
|
$
|
27,398
|
|
|
$
|
23,711
|
|
|
$
|
25,357
|
|
|
$
|
10,562
|
|
|
$
|
8,302
|
|
|
$
|
11,268
|
|
|
|
2016
|
|
2015
|
||||
In-place leases, net of accumulated amortization of $46,899 and $88,035 in 2016 and 2015, respectively
|
|
$
|
185,251
|
|
|
$
|
112,937
|
|
Above-market tenant leases, net of accumulated amortization of $6,515 and $15,423 in 2016 and 2015, respectively
|
|
40,260
|
|
|
8,031
|
|
||
Below-market ground lease, net of accumulated amortization of $69 in 2016
|
|
18,344
|
|
|
—
|
|
||
Goodwill
|
|
1,674
|
|
|
3,647
|
|
||
|
|
$
|
245,529
|
|
|
$
|
124,615
|
|
|
Below Market
Rents |
|
Above Market
Ground Lease |
|
Below Market Ground Lease
|
|
Above Market
Rents |
|
In Place Leases
|
|
Total
|
||||||||||||
2017
|
$
|
(15,591
|
)
|
|
$
|
(46
|
)
|
|
$
|
487
|
|
|
$
|
9,169
|
|
|
$
|
47,877
|
|
|
$
|
41,896
|
|
2018
|
(14,460
|
)
|
|
(46
|
)
|
|
470
|
|
|
8,225
|
|
|
36,574
|
|
|
30,763
|
|
||||||
2019
|
(12,754
|
)
|
|
(46
|
)
|
|
454
|
|
|
6,316
|
|
|
27,993
|
|
|
21,963
|
|
||||||
2020
|
(11,532
|
)
|
|
(46
|
)
|
|
439
|
|
|
5,043
|
|
|
22,000
|
|
|
15,904
|
|
||||||
2021
|
(9,634
|
)
|
|
(46
|
)
|
|
425
|
|
|
3,805
|
|
|
16,879
|
|
|
11,429
|
|
||||||
Thereafter
|
(23,999
|
)
|
|
(1,581
|
)
|
|
16,069
|
|
|
7,702
|
|
|
33,928
|
|
|
32,119
|
|
||||||
|
$
|
(87,970
|
)
|
|
$
|
(1,811
|
)
|
|
$
|
18,344
|
|
|
$
|
40,260
|
|
|
$
|
185,251
|
|
|
$
|
154,074
|
|
Weighted average remaining lease term
|
7 years
|
|
|
39 years
|
|
|
67 years
|
|
|
6 years
|
|
|
6 years
|
|
|
10 years
|
|
|
2016
|
|
2015
|
||||
Beginning Balance
|
$
|
3,647
|
|
|
$
|
3,867
|
|
Allocated to property sales and Spin-Off
|
(1,973
|
)
|
|
(220
|
)
|
||
Ending Balance
|
$
|
1,674
|
|
|
$
|
3,647
|
|
|
|
2016
|
|
2015
|
||||
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $23,135 and $22,572 in 2016 and 2015, respectively
|
|
$
|
15,773
|
|
|
$
|
13,523
|
|
Lease inducements, net of accumulated amortization of $1,278 and $6,865 in 2016 and 2015, respectively
|
|
2,517
|
|
|
13,306
|
|
||
Prepaid expenses and other assets
|
|
8,432
|
|
|
4,408
|
|
||
Predevelopment costs and earnest money
|
|
179
|
|
|
1,780
|
|
||
Line of credit deferred financing costs, net of accumulated amortization of $2,264 and $1,380 in 2016 and 2015, respectively
|
|
2,182
|
|
|
2,972
|
|
||
|
|
$
|
29,083
|
|
|
$
|
35,989
|
|
Description
|
|
Interest Rate
|
|
Maturity
|
|
2016
|
|
2015
|
||||
Term Loan, unsecured
|
|
1.97%
|
|
2021
|
|
$
|
250,000
|
|
|
$
|
—
|
|
Fifth Third Center
|
|
3.37%
|
|
2026
|
|
149,516
|
|
|
—
|
|
||
Credit Facility, unsecured
|
|
1.87%
|
|
2019
|
|
134,000
|
|
|
92,000
|
|
||
One Eleven Congress
|
|
6.08%
|
|
2017
|
|
128,000
|
|
|
—
|
|
||
The American Cancer Society Center
|
|
6.45%
|
|
2017
|
|
127,508
|
|
|
129,342
|
|
||
Colorado Tower
|
|
3.45%
|
|
2026
|
|
120,000
|
|
|
—
|
|
||
Promenade
|
|
4.27%
|
|
2022
|
|
105,342
|
|
|
108,203
|
|
||
San Jacinto
|
|
6.05%
|
|
2017
|
|
101,000
|
|
|
—
|
|
||
816 Congress
|
|
3.75%
|
|
2024
|
|
84,872
|
|
|
85,000
|
|
||
3344 Peachtree
|
|
4.75%
|
|
2017
|
|
78,971
|
|
|
—
|
|
||
Two Buckhead Plaza
|
|
6.43%
|
|
2017
|
|
52,000
|
|
|
—
|
|
||
Meridian Mark Plaza
|
|
6.00%
|
|
2020
|
|
24,522
|
|
|
24,978
|
|
||
The Pointe
|
|
4.01%
|
|
2019
|
|
22,945
|
|
|
—
|
|
||
Post Oak Central
|
|
4.26%
|
|
2020
|
|
—
|
|
|
181,770
|
|
||
191 Peachtree Tower
|
|
3.35%
|
|
2018
|
|
—
|
|
|
100,000
|
|
||
|
|
|
|
|
|
$
|
1,378,676
|
|
|
$
|
721,293
|
|
Unamortized premium, net
|
|
|
|
|
|
6,792
|
|
|
—
|
|
||
Unamortized loan costs
|
|
|
|
|
|
(4,548
|
)
|
|
(2,483
|
)
|
||
Total Notes Payable
|
|
|
|
|
|
$
|
1,380,920
|
|
|
$
|
718,810
|
|
•
|
Entered into a
$120.0 million
non-recourse mortgage loan secured by Colorado Tower, a
373,000
square foot office building in Austin, Texas. The mortgage bears interest at a fixed annual rate of
3.45%
and matures September 1, 2026.
|
•
|
Entered into a
$150.0 million
non-recourse mortgage loan secured by Fifth Third Center, a
698,000
square foot office building in Charlotte, North Carolina. The mortgage bears interest at a fixed annual rate of
3.37%
and matures October 1, 2026.
|
•
|
Repaid the
$98.1 million
191 Peachtree Tower mortgage loan in full in connection with a sale of the building and paid a
$3.7 million
prepayment penalty.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total interest incurred
|
$
|
31,347
|
|
|
$
|
26,314
|
|
|
$
|
23,735
|
|
Interest capitalized
|
(4,697
|
)
|
|
(3,579
|
)
|
|
(2,752
|
)
|
|||
Total interest expense
|
$
|
26,650
|
|
|
$
|
22,735
|
|
|
$
|
20,983
|
|
2017
|
$
|
495,916
|
|
2018
|
9,348
|
|
|
2019
|
167,047
|
|
|
2020
|
33,826
|
|
|
2021
|
261,256
|
|
|
Thereafter
|
411,283
|
|
|
|
$
|
1,378,676
|
|
2017
|
$
|
2,795
|
|
2018
|
2,718
|
|
|
2019
|
2,613
|
|
|
2020
|
2,492
|
|
|
2021
|
2,373
|
|
|
Thereafter
|
198,161
|
|
|
|
$
|
211,152
|
|
|
2016
|
|
2015
|
|
2014
|
|||||
Common and preferred dividends paid
|
$
|
1,077,179
|
|
|
$
|
69,162
|
|
|
63,364
|
|
Dividends treated as taxable compensation
|
(92
|
)
|
|
(94
|
)
|
|
(110
|
)
|
||
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements
|
—
|
|
|
(731
|
)
|
|
(2,182
|
)
|
||
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements
|
—
|
|
|
—
|
|
|
731
|
|
||
Dividends in excess of current year REIT distribution requirements
|
(827,005
|
)
|
|
—
|
|
|
—
|
|
||
Dividends applied to meet current year REIT distribution requirements
|
$
|
250,082
|
|
|
$
|
68,337
|
|
|
61,803
|
|
(A)
|
Represents a portion of the dividend allocated to long-term capital gain.
|
2017
|
|
$
|
307,262
|
|
2018
|
|
311,442
|
|
|
2019
|
|
289,132
|
|
|
2020
|
|
267,135
|
|
|
2021
|
|
237,500
|
|
|
Thereafter
|
|
677,943
|
|
|
|
|
$
|
2,090,414
|
|
•
|
The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.
|
•
|
Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.
|
•
|
Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.
|
•
|
The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.
|
Risk-free interest rate
|
|
1.37
|
%
|
Assumed dividend yield
|
|
3.60
|
%
|
Assumed lives of option awards (in years)
|
|
6.4
|
|
Assumed volatility
|
|
23.23
|
%
|
|
Number of
Options
(000s)
|
|
Weighted Average
Exercise Price Per Option
|
|||
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
|
)
|
|
21.98
|
|
|
Outstanding at December 31, 2015
|
1,763
|
|
|
22.05
|
|
|
Granted as a result of the Spin-Off
|
1,222
|
|
|
11.78
|
|
|
Exercised
|
(2
|
)
|
|
8.35
|
|
|
Forfeited/Expired
|
(721
|
)
|
|
27.24
|
|
|
Outstanding at December 31, 2016
|
2,262
|
|
|
$
|
10.82
|
|
Options Exercisable at December 31, 2016
|
2,262
|
|
|
$
|
10.82
|
|
|
Number of
Shares
(000s)
|
|
Weighted-Average Grant Date
Fair Value
|
|||
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
|
|
|
Granted
|
235
|
|
|
8.62
|
|
|
Granted as a result of the Spin-Off
|
114
|
|
|
7.57
|
|
|
Vested
|
(141
|
)
|
|
8.54
|
|
|
Forfeited
|
(30
|
)
|
|
9.77
|
|
|
Non-vested restricted stock at December 31, 2016
|
471
|
|
|
$
|
7.57
|
|
Outstanding at December 31, 2013
|
755
|
|
Granted
|
205
|
|
Vested
|
(150
|
)
|
Forfeited
|
(14
|
)
|
Outstanding at December 31, 2014
|
796
|
|
Granted
|
244
|
|
Vested
|
(191
|
)
|
Forfeited
|
(6
|
)
|
Outstanding at December 31, 2015
|
843
|
|
Granted
|
312
|
|
Granted as a result of the Spin-Off
|
308
|
|
Vested
|
(160
|
)
|
Forfeited
|
(30
|
)
|
Outstanding at December 31, 2016
|
1,273
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Federal income tax benefit (expense)
|
$
|
(1,159
|
)
|
|
(35
|
)%
|
|
$
|
778
|
|
|
35
|
%
|
|
$
|
(1,124
|
)
|
|
(35
|
)%
|
State income tax benefit (expense), net of federal income tax effect
|
(132
|
)
|
|
(4
|
)%
|
|
90
|
|
|
4
|
%
|
|
(125
|
)
|
|
(4
|
)%
|
|||
Valuation allowance
|
1,282
|
|
|
39
|
%
|
|
(833
|
)
|
|
(37
|
)%
|
|
1,644
|
|
|
50
|
%
|
|||
State deferred tax adjustment
|
9
|
|
|
—
|
%
|
|
(35
|
)
|
|
(2
|
)%
|
|
(375
|
)
|
|
(11
|
)%
|
|||
Benefit applicable to income (loss) from continuing operations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
20
|
|
|
—
|
%
|
|
2016
|
|
2015
|
||||
Income from unconsolidated joint ventures
|
$
|
(188
|
)
|
|
$
|
928
|
|
Federal and state tax carryforwards
|
514
|
|
|
680
|
|
||
Total deferred tax assets
|
326
|
|
|
1,608
|
|
||
Valuation allowance
|
(326
|
)
|
|
(1,608
|
)
|
||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31
|
|||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings per Common Share - basic:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
60,941
|
|
|
$
|
94,332
|
|
|
$
|
12,886
|
|
Net (income) attributable to noncontrolling interests in the CPLP from continuing operations
|
|
(784
|
)
|
|
—
|
|
|
—
|
|
|||
Net (income) attributable to other noncontrolling interests from continuing operations
|
|
(211
|
)
|
|
(111
|
)
|
|
(1,004
|
)
|
|||
Dividends to preferred stockholders
|
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|||
Preferred Share original issue costs
|
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|||
Income from continuing operations available for common stockholders
|
|
59,946
|
|
|
94,221
|
|
|
5,397
|
|
|||
Income from discontinued operations
|
|
19,163
|
|
|
31,297
|
|
|
40,122
|
|
|||
Net income available for common stockholders
|
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares - basic
|
|
253,895
|
|
|
215,827
|
|
|
204,216
|
|
|||
Earnings per common share - basic:
|
|
|
|
|
|
|
||||||
Income from continuing operations available for common stockholders
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
Income from discontinued operations available for common stockholders
|
|
0.07
|
|
|
0.14
|
|
|
0.20
|
|
|||
Net income available for common stockholders
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share - diluted:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
60,941
|
|
|
$
|
94,332
|
|
|
$
|
12,886
|
|
Net (income) attributable to other noncontrolling interests from continuing operations
|
|
(211
|
)
|
|
(111
|
)
|
|
(1,004
|
)
|
|||
Dividends to preferred stockholders
|
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|||
Preferred Share original issue costs
|
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|||
Income from continuing operations available for common stockholders before net income attributable to noncontrolling interests in CPLP
|
|
60,730
|
|
|
94,221
|
|
|
5,397
|
|
|||
Income from discontinued operations available for common stockholders
|
|
19,163
|
|
|
31,297
|
|
|
40,122
|
|
|||
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP
|
|
$
|
79,893
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares - basic
|
|
253,895
|
|
|
215,827
|
|
|
204,216
|
|
|||
Add:
|
|
|
|
|
|
|
||||||
Stock options using treasury method
|
|
178
|
|
|
152
|
|
|
244
|
|
|||
Noncontrolling interests CPLP
|
|
1,950
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares - diluted
|
|
256,023
|
|
|
215,979
|
|
|
204,460
|
|
|||
Earnings per common share - diluted:
|
|
|
|
|
|
|
||||||
Income from continuing operations available for common stockholders
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
Income from discontinued operations available for common stockholders
|
|
0.07
|
|
|
0.14
|
|
|
0.20
|
|
|||
Net income available for common stockholders
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest paid, net of amounts capitalized
|
$
|
32,215
|
|
|
$
|
29,337
|
|
|
$
|
28,840
|
|
Income taxes paid
|
—
|
|
|
2
|
|
|
4
|
|
|||
Non-Cash Transactions:
|
|
|
|
|
|
||||||
Non-cash assets and liabilities assumed in Merger
|
1,886,815
|
|
|
—
|
|
|
—
|
|
|||
Non-cash assets and liabilities distributed in Spin-Off
|
(948,306
|
)
|
|
—
|
|
|
—
|
|
|||
Mortgage note payable legally defeased
|
20,170
|
|
|
—
|
|
|
—
|
|
|||
Transfer from land held to projects under development
|
8,099
|
|
|
—
|
|
|
5,185
|
|
|||
Change in accrued property acquisition, development, and tenant asset expenditures
|
7,918
|
|
|
(2,483
|
)
|
|
(531
|
)
|
|||
Transfer from investment in unconsolidated joint ventures to projects under development
|
5,880
|
|
|
—
|
|
|
—
|
|
|||
Transfer from projects under development to operating properties
|
—
|
|
|
121,709
|
|
|
—
|
|
|||
Transfer from operating properties and related assets to real estate assets and other assets held for sale
|
—
|
|
|
7,246
|
|
|
—
|
|
|||
Transfer from operating properties and related liabilities to liabilities of real estate assets held for sale
|
—
|
|
|
1,347
|
|
|
—
|
|
Year ended December 31, 2016
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
78,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78,590
|
|
Atlanta
|
|
98,032
|
|
|
7,411
|
|
|
—
|
|
|
105,443
|
|
||||
Austin
|
|
29,865
|
|
|
—
|
|
|
—
|
|
|
29,865
|
|
||||
Charlotte
|
|
28,418
|
|
|
—
|
|
|
—
|
|
|
28,418
|
|
||||
Orlando
|
|
3,265
|
|
|
—
|
|
|
—
|
|
|
3,265
|
|
||||
Tampa
|
|
7,130
|
|
|
—
|
|
|
—
|
|
|
7,130
|
|
||||
Tempe
|
|
6,067
|
|
|
—
|
|
|
—
|
|
|
6,067
|
|
||||
Other
|
|
1,504
|
|
|
—
|
|
|
—
|
|
|
1,504
|
|
||||
Total Net Operating Income
|
|
$
|
252,871
|
|
|
$
|
7,411
|
|
|
$
|
—
|
|
|
$
|
260,282
|
|
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
|
|
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
|
|
|
21,865
|
|
||||
Total Net Operating Income
|
|
$
|
206,551
|
|
|
$
|
5,727
|
|
|
$
|
3,395
|
|
|
$
|
215,673
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
80,104
|
|
|
$
|
125,629
|
|
|
$
|
53,008
|
|
Net operating income from unconsolidated joint ventures
|
28,785
|
|
|
24,335
|
|
|
25,897
|
|
|||
Net operating income from discontinued operations
|
78,591
|
|
|
103,198
|
|
|
102,616
|
|
|||
Fee income
|
(8,347
|
)
|
|
(7,297
|
)
|
|
(12,519
|
)
|
|||
Other income
|
(1,050
|
)
|
|
(828
|
)
|
|
(919
|
)
|
|||
Reimbursed expenses
|
3,259
|
|
|
3,430
|
|
|
3,652
|
|
|||
General and administrative expenses
|
25,592
|
|
|
16,918
|
|
|
19,784
|
|
|||
Interest expense
|
26,650
|
|
|
22,735
|
|
|
20,983
|
|
|||
Depreciation and amortization
|
97,948
|
|
|
71,625
|
|
|
62,258
|
|
|||
Acquisition and merger costs
|
24,521
|
|
|
299
|
|
|
1,130
|
|
|||
Other expenses
|
5,888
|
|
|
1,181
|
|
|
3,729
|
|
|||
Loss on extinguishment of debt
|
5,180
|
|
|
—
|
|
|
—
|
|
|||
Benefit for income taxes from operations
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Income from unconsolidated joint ventures
|
(10,562
|
)
|
|
(8,302
|
)
|
|
(11,268
|
)
|
|||
Gain on sale of investment properties
|
(77,114
|
)
|
|
(80,394
|
)
|
|
(12,536
|
)
|
|||
Income (loss) from discontinued operations
|
(19,163
|
)
|
|
(31,297
|
)
|
|
(40,122
|
)
|
|||
Net Operating Income
|
$
|
260,282
|
|
|
$
|
241,232
|
|
|
$
|
215,673
|
|
Year ended December 31, 2016
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Atlanta
|
|
$
|
160,540
|
|
|
$
|
13,043
|
|
|
$
|
—
|
|
|
$
|
173,583
|
|
Austin
|
|
52,769
|
|
|
—
|
|
|
—
|
|
|
52,769
|
|
||||
Charlotte
|
|
39,448
|
|
|
—
|
|
|
—
|
|
|
39,448
|
|
||||
Houston
|
|
136,926
|
|
|
—
|
|
|
—
|
|
|
136,926
|
|
||||
Orlando
|
|
5,896
|
|
|
—
|
|
|
—
|
|
|
5,896
|
|
||||
Tampa
|
|
10,994
|
|
|
—
|
|
|
—
|
|
|
10,994
|
|
||||
Tempe
|
|
8,902
|
|
|
—
|
|
|
—
|
|
|
8,902
|
|
||||
Other
|
|
2,443
|
|
|
—
|
|
|
—
|
|
|
2,443
|
|
||||
Total segment revenues
|
|
417,918
|
|
|
13,043
|
|
|
—
|
|
|
430,961
|
|
||||
Company's share of rental property revenues from unconsolidated joint ventures
|
|
31,177
|
|
|
13,043
|
|
|
—
|
|
|
44,220
|
|
||||
Revenues included in discontinued operations
|
|
136,927
|
|
|
—
|
|
|
—
|
|
|
136,927
|
|
||||
Total rental property revenues
|
|
$
|
249,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,814
|
|
Year ended December 31, 2015
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
176,823
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,823
|
|
Atlanta
|
|
164,712
|
|
|
9,975
|
|
|
—
|
|
|
174,687
|
|
||||
Austin
|
|
26,581
|
|
|
—
|
|
|
—
|
|
|
26,581
|
|
||||
Charlotte
|
|
22,964
|
|
|
—
|
|
|
—
|
|
|
22,964
|
|
||||
Other
|
|
9,216
|
|
|
—
|
|
|
192
|
|
|
9,408
|
|
||||
Total segment revenues
|
|
400,296
|
|
|
9,975
|
|
|
192
|
|
|
410,463
|
|
||||
Company's share of rental property revenues from unconsolidated joint ventures
|
|
27,416
|
|
|
9,975
|
|
|
—
|
|
|
37,391
|
|
||||
Revenues included in discontinued operations
|
|
176,828
|
|
|
—
|
|
|
—
|
|
|
176,828
|
|
||||
Total rental property revenues
|
|
$
|
196,052
|
|
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
196,244
|
|
Year ended December 31, 2014
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Houston
|
|
$
|
179,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179,788
|
|
Atlanta
|
|
125,884
|
|
|
9,037
|
|
|
—
|
|
|
134,921
|
|
||||
Austin
|
|
14,062
|
|
|
—
|
|
|
—
|
|
|
14,062
|
|
||||
Charlotte
|
|
9,404
|
|
|
—
|
|
|
—
|
|
|
9,404
|
|
||||
Other
|
|
42,576
|
|
|
—
|
|
|
3,886
|
|
|
46,462
|
|
||||
Total segment revenues
|
|
371,714
|
|
|
9,037
|
|
|
3,886
|
|
|
384,637
|
|
||||
Company's share of rental property revenues from unconsolidated joint ventures
|
|
26,766
|
|
|
9,037
|
|
|
1,997
|
|
|
37,800
|
|
||||
Revenues included in discontinued operations
|
|
182,714
|
|
|
—
|
|
|
—
|
|
|
182,714
|
|
||||
Total rental property revenues
|
|
$
|
162,234
|
|
|
$
|
—
|
|
|
$
|
1,889
|
|
|
$
|
164,123
|
|
|
|
|
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)(b)
|
|
Accumulated
Depreciation (a)(b) |
|
Date of
Construction/
Renovation
|
|
Date
Acquired
|
|
Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
|
||||||||||||||||||
OPERATING PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Colorado Tower
|
119,069
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
118,455
|
|
|
1,600
|
|
|
118,455
|
|
|
120,055
|
|
|
9,669
|
|
|
2013
|
|
2013
|
|
30 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
816 Congress
|
84,231
|
|
|
6,817
|
|
|
89,891
|
|
|
3,282
|
|
|
16,170
|
|
|
10,099
|
|
|
106,061
|
|
|
116,160
|
|
|
14,767
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Research Park
|
—
|
|
|
4,373
|
|
|
—
|
|
|
801
|
|
|
36,766
|
|
|
5,174
|
|
|
36,766
|
|
|
41,940
|
|
|
549
|
|
|
2014
|
|
1998
|
|
30 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Northpark Town Center
|
—
|
|
|
22,350
|
|
|
295,825
|
|
|
—
|
|
|
22,101
|
|
|
22,350
|
|
|
317,926
|
|
|
340,276
|
|
|
27,266
|
|
|
—
|
|
2014
|
|
39 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Promenade
|
104,997
|
|
|
13,439
|
|
|
102,790
|
|
|
—
|
|
|
35,664
|
|
|
13,439
|
|
|
138,454
|
|
|
151,893
|
|
|
33,382
|
|
|
—
|
|
2011
|
|
34 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The American Cancer Society Center
|
127,451
|
|
|
5,226
|
|
|
67,370
|
|
|
—
|
|
|
34,165
|
|
|
5,226
|
|
|
101,535
|
|
|
106,761
|
|
|
72,422
|
|
|
—
|
|
1999
|
|
25 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Meridian Mark Plaza
|
24,427
|
|
|
2,219
|
|
|
—
|
|
|
—
|
|
|
30,024
|
|
|
2,219
|
|
|
30,024
|
|
|
32,243
|
|
|
18,726
|
|
|
1997
|
|
1997
|
|
30 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fifth Third Center
|
148,867
|
|
|
22,591
|
|
|
180,430
|
|
|
—
|
|
|
11,414
|
|
|
22,591
|
|
|
191,844
|
|
|
214,435
|
|
|
15,891
|
|
|
—
|
|
2014
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Corporate Center
|
—
|
|
|
7,298
|
|
|
272,148
|
|
|
—
|
|
|
1,705
|
|
|
7,298
|
|
|
273,853
|
|
|
281,151
|
|
|
2,827
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Bank of America Center
|
—
|
|
|
7,121
|
|
|
66,129
|
|
|
—
|
|
|
266
|
|
|
7,121
|
|
|
66,395
|
|
|
73,516
|
|
|
985
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Orlando, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
One Orlando Centre
|
—
|
|
|
12,625
|
|
|
44,088
|
|
|
—
|
|
|
(2,635
|
)
|
|
12,625
|
|
|
41,453
|
|
|
54,078
|
|
|
706
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Orlando, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Citrus Center
|
—
|
|
|
4,307
|
|
|
41,608
|
|
|
—
|
|
|
(71
|
)
|
|
4,307
|
|
|
41,537
|
|
|
45,844
|
|
|
797
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Orlando, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The Pointe
|
23,369
|
|
|
9,404
|
|
|
54,694
|
|
|
—
|
|
|
41
|
|
|
9,404
|
|
|
54,735
|
|
|
64,139
|
|
|
738
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Harborview Plaza
|
—
|
|
|
10,800
|
|
|
39,136
|
|
|
—
|
|
|
436
|
|
|
10,800
|
|
|
39,572
|
|
|
50,372
|
|
|
515
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3344 Peachtree
|
80,258
|
|
|
16,110
|
|
|
176,153
|
|
|
—
|
|
|
(57
|
)
|
|
16,110
|
|
|
176,096
|
|
|
192,206
|
|
|
1,673
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
One Buckhead Plaza
|
—
|
|
|
17,011
|
|
|
171,930
|
|
|
—
|
|
|
41
|
|
|
17,011
|
|
|
171,971
|
|
|
188,982
|
|
|
1,651
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3350 Peachtree
|
—
|
|
|
16,836
|
|
|
109,166
|
|
|
—
|
|
|
(988
|
)
|
|
16,836
|
|
|
108,178
|
|
|
125,014
|
|
|
1,038
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3348 Peachtree
|
—
|
|
|
6,707
|
|
|
69,723
|
|
|
—
|
|
|
(30
|
)
|
|
6,707
|
|
|
69,693
|
|
|
76,400
|
|
|
749
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Two Buckhead Plaza
|
53,515
|
|
|
18,053
|
|
|
74,547
|
|
|
—
|
|
|
204
|
|
|
18,053
|
|
|
74,751
|
|
|
92,804
|
|
|
760
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Hearst Tower
|
—
|
|
|
9,977
|
|
|
323,299
|
|
|
—
|
|
|
1,510
|
|
|
9,977
|
|
|
324,809
|
|
|
334,786
|
|
|
2,937
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NASCAR Plaza
|
—
|
|
|
51
|
|
|
115,238
|
|
|
—
|
|
|
562
|
|
|
51
|
|
|
115,800
|
|
|
115,851
|
|
|
1,109
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Hayden Ferry
|
—
|
|
|
13,102
|
|
|
262,578
|
|
|
—
|
|
|
2,068
|
|
|
13,102
|
|
|
264,646
|
|
|
277,748
|
|
|
2,620
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Tempe Gateway
|
—
|
|
|
5,893
|
|
|
95,130
|
|
|
—
|
|
|
377
|
|
|
5,893
|
|
|
95,507
|
|
|
101,400
|
|
|
740
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
One Eleven Congress
|
130,002
|
|
|
33,841
|
|
|
201,707
|
|
|
—
|
|
|
4,029
|
|
|
33,841
|
|
|
205,736
|
|
|
239,577
|
|
|
1,839
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
San Jacinto Center
|
102,562
|
|
|
34,068
|
|
|
176,535
|
|
|
—
|
|
|
144
|
|
|
34,068
|
|
|
176,679
|
|
|
210,747
|
|
|
1,500
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties
|
$
|
998,748
|
|
|
$
|
300,219
|
|
|
$
|
3,030,115
|
|
|
$
|
5,683
|
|
|
$
|
312,361
|
|
|
$
|
305,902
|
|
|
$
|
3,342,476
|
|
|
$
|
3,648,378
|
|
|
$
|
215,856
|
|
|
|
|
|
|
|
|
|
|
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)(b)
|
|
Accumulated
Depreciation (a)(b)
|
|
Date of
Construction/
Renovation
|
|
Date
Acquired
|
|
Life on Which Depreciation in 2016 Statement of Operations is Computed (c)
|
||||||||||||||||||
PROJECTS UNDER DEVELOPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NCR Phase 1
|
$
|
—
|
|
|
$
|
20,032
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,962
|
|
|
$
|
20,032
|
|
|
$
|
83,962
|
|
|
$
|
103,994
|
|
|
$
|
—
|
|
|
2015
|
|
2015
|
|
|
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NCR Phase II
|
—
|
|
|
8,099
|
|
|
—
|
|
|
—
|
|
|
8,142
|
|
|
8,099
|
|
|
8,142
|
|
|
16,241
|
|
|
—
|
|
|
—
|
|
2015
|
|
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Avalon
|
—
|
|
|
4,130
|
|
|
—
|
|
|
72
|
|
|
37,950
|
|
|
4,202
|
|
|
37,950
|
|
|
42,152
|
|
|
—
|
|
|
2016
|
|
2016
|
|
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Projects Under Development
|
$
|
—
|
|
|
$
|
32,261
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
130,054
|
|
|
$
|
32,333
|
|
|
$
|
130,054
|
|
|
$
|
162,387
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
LAND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Land Adjacent to The Avenue Forsyth
|
—
|
|
|
11,240
|
|
|
—
|
|
|
(7,540
|
)
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
—
|
|
2007
|
|
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
North Point
|
—
|
|
|
10,294
|
|
|
—
|
|
|
(9,773
|
)
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
—
|
|
1970-1985
|
|
|
|||||||||
Suburban Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Commercial Land
|
$
|
—
|
|
|
$
|
21,534
|
|
|
$
|
—
|
|
|
$
|
(17,313
|
)
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Residential Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Callaway Gardens
|
—
|
|
|
1,584
|
|
|
—
|
|
|
(1,584
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2006
|
|
2006
|
|
|
|||||||||
Pine Mountain, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Residential Land
|
$
|
—
|
|
|
$
|
1,584
|
|
|
$
|
—
|
|
|
$
|
(1,584
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Total Land
|
$
|
—
|
|
|
$
|
23,118
|
|
|
$
|
—
|
|
|
$
|
(18,897
|
)
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Properties
|
$
|
998,748
|
|
|
$
|
355,598
|
|
|
$
|
3,030,115
|
|
|
$
|
(13,142
|
)
|
|
$
|
442,415
|
|
|
$
|
342,456
|
|
|
$
|
3,472,530
|
|
|
$
|
3,814,986
|
|
|
$
|
215,856
|
|
|
|
|
|
|
|
(a)
|
Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended
December 31, 2016
are as follows:
|
|
Real Estate
|
|
Accumulated Depreciation
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Balance at beginning of period
|
$
|
2,606,343
|
|
|
$
|
2,619,488
|
|
|
$
|
2,164,815
|
|
|
$
|
359,422
|
|
|
$
|
324,543
|
|
|
$
|
257,151
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Parkway merger
|
2,832,730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisitions
|
—
|
|
|
28,131
|
|
|
523,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Improvements and other capitalized costs
|
208,016
|
|
|
139,676
|
|
|
109,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfers
|
5,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
112,277
|
|
|
99,067
|
|
|
86,824
|
|
||||||
|
3,046,052
|
|
|
167,807
|
|
|
633,654
|
|
|
112,277
|
|
|
99,067
|
|
|
86,824
|
|
||||||
Deductions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Parkway spin-off
|
(1,230,235
|
)
|
|
—
|
|
|
—
|
|
|
(148,523
|
)
|
|
—
|
|
|
—
|
|
||||||
Cost of real estate sold
|
(602,648
|
)
|
|
(180,952
|
)
|
|
(178,981
|
)
|
|
(107,320
|
)
|
|
(64,188
|
)
|
|
(19,432
|
)
|
||||||
Impairment loss
|
(4,526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
(1,837,409
|
)
|
|
(180,952
|
)
|
|
(178,981
|
)
|
|
(255,843
|
)
|
|
(64,188
|
)
|
|
(19,432
|
)
|
||||||
Balance at end of period
|
$
|
3,814,986
|
|
|
$
|
2,606,343
|
|
|
$
|
2,619,488
|
|
|
$
|
215,856
|
|
|
$
|
359,422
|
|
|
$
|
324,543
|
|
(b)
|
The aggregate cost for federal income tax purposes, net of depreciation, was
$2.9 billion
(unaudited) at
December 31, 2016
.
|
(c)
|
Buildings and improvements are depreciated over
25
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 (“FFO RSUs”) is ____. Key Employee’s target number RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit B (“TSR RSUs) is ____. Key Employee will be paid based on a percentage of the target number (ranging from 0% to 200%), calculated in accordance with the terms and conditions set forth on Exhibit A and/or Exhibit B, whichever is applicable.
|
3.
|
Performance Period
. The Performance Period is January 1, 2017 through December 31, 2019.
|
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.
|
5.
|
Cash Dividends
. If Key Employee becomes entitled to a payment for vested RSUs under § 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal (a) the total amount of cash dividends that would have been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock held by Key Employee during the Performance Period plus (b) any additional cash dividends that would have been payable during the Performance Period if the cash dividends described in § 5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts payable under this § 5 shall be made at the same time and in the same manner as the payment under § 6.
|
6.
|
Distribution of Payment Represented by RSUs
. As soon as practical after the end of the Performance Period, the Committee will determine the extent to which the performance goals and the service vesting condition have been met and the number of vested RSUs payable under this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the FFO RSUs payable pursuant to Exhibit A plus the TSR 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, 2020. 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, 2019. 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, 2019 or, if earlier, the date Key Employee’s employment terminates for reasons other than Retirement or death.
|
7.
|
Withholding
. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.
|
8.
|
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.
|
9.
|
Employment and Termination
. Nothing in this Certificate shall give Key Employee the right to continue in employment with CPI or limit the right of CPI to terminate Key Employee’s employment with or without cause at any time.
|
10.
|
No Shareholder Rights
. Key Employee shall have no rights as a shareholder of CPI as a result of any opportunity or any payment arising under this Certificate.
|
11.
|
Amendment and Termination
. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.
|
12.
|
Miscellaneous
. This Certificate shall be governed by the laws of the State of Georgia.
|
13.
|
Coordination with Plan
. During the Performance Period, the RSUs subject to this Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for purposes of the change in control provisions in § 8 of the Plan and the amendment provisions in § 9 of the Plan.
|
14.
|
Change in Control
. For purposes of § 8 of the Plan, the target for the performance goals (as used in such section) shall mean the performance goal that results in 100% of the target number of RSUs being payable under § 6.
|
15.
|
Short-Term Deferral
. Any payments under this Certificate are intended to comply with the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this Certificate shall be interpreted to effect such intent.
|
16.
|
Clawback
. CPI has the right to take any action which the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
BORROWER:
|
|
COUSINS PROPERTIES INCORPORATED,
|
||||
|
|
a Georgia corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
CO-BORROWER:
|
|
COUSINS PROPERTIES LP,
|
||||
|
|
a Delaware limited partnership
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer |
|
|
|
|
|
|
|
GUARANTORS:
|
|
1230 PEACHTREE ASSOCIATES LLC,
|
||||
|
|
COUSINS NORTHPARK 400 LLC,
|
||||
|
|
COUSINS NORTHPARK 500/600 LLC,
|
||||
|
|
COUSINS RESEARCH PARK V LLC,
|
||||
|
|
COUSINS AVALON LLC,
|
||||
|
|
COUSINS SPRING & 8TH STREETS LLC,
|
||||
|
|
DC CHARLOTTE PLAZA INVESTMENT LLC,
|
||||
|
|
COUSINS VICTORY INVESTMENT, LLC,
|
||||
|
|
COUSINS DECATUR DEVELOPMENT LLC,
|
||||
|
|
COUSINS CH HOLDINGS LLC,
|
||||
|
|
COUSINS CH INVESTMENT LLC,
|
|
|
COUSINS SPRING & 8TH STREETS PARENT LLC,
|
||||
|
|
COUSINS TRS SERVICES LLC
|
||||
|
|
each a Georgia limited liability company
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
COUSINS FORUM, LLC,
|
||||
|
|
COUSINS TOWER PLACE 200, LLC,
|
||||
|
|
COUSINS 214 N. TRYON, LLC,
|
||||
|
|
COUSINS 550 SOUTH CALDWELL, LLC,
|
||||
|
|
COUSINS 222 S. MILL, LLC,
|
||||
|
|
COUSINS FUND II ORLANDO I, LLC,
|
||||
|
|
COUSINS ONE CAPITAL CITY PLAZA, LLC,
|
||||
|
|
COUSINS LINCOLN PLACE LLC,
|
||||
|
|
COUSINS TAMPA SUB, LLC,
|
||||
|
|
COUSINS INTERNATIONAL PLAZA I, LLC,
|
||||
|
|
COUSINS INTERNATIONAL PLAZA II, LLC,
|
||||
|
|
COUSINS INTERNATIONAL PLAZA III, LLC,
|
||||
|
|
COUSINS OOC OWNER LLC
|
||||
|
|
each a Delaware limited liability company
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
CP 2100 ROSS LLC,
|
||||
|
|
CPI 191 LLC,
|
||||
|
|
ONE NINETY ONE PEACHTREE ASSOCIATES, LLC,
|
||||
|
|
COUSINS 777 MAIN STREET LLC,
|
||||
|
|
each a Georgia limited liability company
|
||||
|
|
|
||||
|
|
By: Cousins Properties Incorporated, a Georgia corporation, as sole member
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
COUSINS FTC HOLDING LLC,
|
||||
|
|
a Georgia limited liability company
|
||||
|
|
|
||||
|
|
By: Cousins Properties Incorporated, a Georgia corporation, as sole member
|
||||
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gregg D. Adzema
|
|
|
|
|
Name:
|
|
Gregg D. Adzema
|
|
|
|
|
Title:
|
|
Executive Vice President and
Chief Financial Officer |
JPMORGAN CHASE BANK, N.A.,
|
||
individually in its capacity as a Lender, as Syndication Agent and as an L/C Issuer
|
||
|
|
|
By:
|
|
/s/ Paul Choi
|
Name:
|
|
Paul Choi
|
Title:
|
|
Executive Director
|
|
|
|
BANK OF AMERICA, N.A.,
|
||
individually in its capacity as a Lender, as Administrative Agent, as an L/C Issuer and as Swing Line Lender
|
||
|
|
|
By:
|
|
/s/ Michael J. Kauffman
|
Name:
|
|
Michael J. Kauffman
|
Title:
|
|
Vice President
|
|
|
|
SUNTRUST BANK,
|
||
individually in its capacity as a Lender, as Documentation Agent and as an L/C Issuer
|
||
|
|
|
By:
|
|
/s/ Nick Preston
|
Name:
|
|
Nick Preston
|
Title:
|
|
Vice President
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
as a Lender
|
||
|
|
|
By:
|
|
/s/ Matthew Ricketts
|
Name:
|
|
Matthew Ricketts
|
Title:
|
|
Managing Director
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
|
||
|
|
|
By:
|
|
/s/ Zachary Herd
|
Name:
|
|
Zachary Herd
|
Title:
|
|
AVP
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
|
||
|
|
|
By:
|
|
/s/ J. Lee Hord
|
Name:
|
|
J. Lee Hord
|
Title:
|
|
Senior Vice President
|
|
|
|
MORGAN STANLEY BANK, N.A.,
|
||
as a Lender
|
|
|
|
|
|
By:
|
|
/s/ Dmitriy Barskiy
|
Name:
|
|
Dmitriy Barskiy
|
Title:
|
|
Authorized Signatory
|
|
|
|
CITIZENS BANK, NATIONAL ASSOCIATION,
|
||
as a Lender
|
|
|
|
|
|
By:
|
|
/s/ Nan E. Delahunt
|
Name:
|
|
Nan E. Delahunt
|
Title:
|
|
Vice President
|
|
|
|
THE NORTHERN TRUST COMPANY,
|
||
as a Lender
|
|
|
|
|
|
By:
|
|
/s/ Kimberly A. Crotty
|
Name:
|
|
Kimberly A. Crotty
|
Title:
|
|
Vice President
|
|
|
|
FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
|
||
as a Lender
|
|
|
|
|
|
By:
|
|
/s/ Tyrus J. Treadwell
|
Name:
|
|
Tyrus J. Treadwell
|
Title:
|
|
Vice President
|
|
|
|
ATLANTIC CAPITAL BANK, N.A.
|
||
as a Lender
|
|
|
|
|
|
By:
|
|
/s/ Trey Sipe
|
Name:
|
|
Trey Sipe
|
Title:
|
|
Senior Vice President
|
ARTICLE I
|
DEFINITIONS AND ACCOUNTING TERMS 1
|
Section 1.01
|
Defined Terms 1
|
Section 1.02
|
Other Interpretive Provisions 32
|
Section 1.03
|
Accounting Terms 32
|
Section 1.04
|
Rounding 33
|
Section 1.05
|
References to Agreements and Laws 33
|
Section 1.06
|
Times of Day; Rates 33
|
ARTICLE II
|
THE COMMITMENTS AND CREDIT EXTENSIONS 33
|
Section 2.01
|
Loans 33
|
Section 2.02
|
Borrowings, Conversions and Continuations of Loans 34
|
Section 2.03
|
Reserved 35
|
Section 2.04
|
Reserved 35
|
Section 2.05
|
Prepayments 35
|
Section 2.06
|
Increase in Term Loans; Accordion Option 36
|
Section 2.07
|
Repayment of Loans 38
|
Section 2.08
|
Interest 38
|
Section 2.09
|
Fees 39
|
Section 2.10
|
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rates 40
|
Section 2.11
|
Evidence of Debt 40
|
|
i
|
|
Section 2.12
|
Payments Generally 41
|
Section 2.13
|
Sharing of Payments 42
|
Section 2.14
|
Maturity Dates 42
|
Section 2.15
|
Joint and Several Liability of Borrower Parties 43
|
Section 2.16
|
Reserved 44
|
Section 2.17
|
Defaulting Lenders 44
|
Section 2.18
|
Appointment of Borrower as Agent for Borrower Parties 46
|
Section 2.19
|
Tax Driven Lease Transactions 46
|
ARTICLE III
|
TAXES, YIELD PROTECTION AND ILLEGALITY 46
|
Section 3.01
|
Taxes 46
|
Section 3.02
|
Illegality 51
|
Section 3.03
|
Inability to Determine Rates 51
|
Section 3.04
|
Increased Cost; Reduced Return; Capital Adequacy; Reserves 52
|
Section 3.05
|
Compensation for Losses 53
|
Section 3.06
|
Mitigation Obligations; Replacement of Lenders 54
|
Section 3.07
|
Survival 54
|
ARTICLE IV
|
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 54
|
Section 4.01
|
Conditions of Initial Credit Extension 54
|
Section 4.02
|
Conditions to all Credit Extensions 56
|
ARTICLE V
|
REPRESENTATIONS AND WARRANTIES 57
|
|
ii
|
|
Section 5.01
|
Existence, Qualification and Power; Compliance with Laws 57
|
Section 5.02
|
Authorization; No Contravention 57
|
Section 5.03
|
Governmental Authorization; Other Consents 57
|
Section 5.04
|
Binding Effect 57
|
Section 5.05
|
Financial Statements; No Material Adverse Effect 58
|
Section 5.06
|
Litigation 58
|
Section 5.07
|
No Default 58
|
Section 5.08
|
Ownership of Property; Liens 58
|
Section 5.09
|
Environmental Compliance 58
|
Section 5.10
|
Insurance 59
|
Section 5.11
|
Taxes 59
|
Section 5.12
|
ERISA Compliance 59
|
Section 5.13
|
Consolidated Entities; REIT Status 59
|
Section 5.14
|
Margin Regulations; Investment Company Act; Public Utility Holding Company Act 60
|
Section 5.15
|
Disclosure 60
|
Section 5.16
|
Compliance with Laws 60
|
Section 5.17
|
Intellectual Property; Licenses, Etc 60
|
Section 5.18
|
Taxpayer Identification Number 61
|
Section 5.19
|
Burdensome Agreements 61
|
|
iii
|
|
Section 5.20
|
OFAC 61
|
Section 5.21
|
Anti-Corruption and Anti-Money Laundering Laws 61
|
Section 5.22
|
EEA Financial Institutions 61
|
ARTICLE VI
|
AFFIRMATIVE COVENANTS 61
|
Section 6.01
|
Financial Statements 61
|
Section 6.02
|
Certificates; Other Information 62
|
Section 6.03
|
Notices 63
|
Section 6.04
|
Payment of Obligations 64
|
Section 6.05
|
Preservation of Existence, Etc 64
|
Section 6.06
|
Maintenance of Properties 64
|
Section 6.07
|
Maintenance of Insurance 64
|
Section 6.08
|
Compliance with Laws 64
|
Section 6.09
|
Books and Records 64
|
Section 6.10
|
Inspection Rights 65
|
Section 6.11
|
Use of Proceeds 65
|
Section 6.12
|
Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers 65
|
Section 6.13
|
Anti-Corruption and Anti-Money Laundering Laws 67
|
ARTICLE VII
|
NEGATIVE COVENANTS 67
|
Section 7.01
|
Liens 67
|
|
iv
|
|
Section 7.02
|
Investments 68
|
Section 7.03
|
Indebtedness 68
|
Section 7.04
|
Fundamental Changes 69
|
Section 7.05
|
Dispositions 70
|
Section 7.06
|
Restricted Payments 71
|
Section 7.07
|
Reserved 71
|
Section 7.08
|
Transactions with Affiliates 71
|
Section 7.09
|
Burdensome Agreements 71
|
Section 7.10
|
Use of Proceeds 72
|
Section 7.11
|
Financial Covenants 72
|
Section 7.12
|
Prepayment of Other Indebtedness, Etc 72
|
Section 7.13
|
Organization Documents; Subsidiaries 72
|
Section 7.14
|
Tax Driven Lease Transactions 73
|
Section 7.15
|
OFAC 73
|
Section 7.16
|
Anti-Corruption and Anti-Money Laundering Laws 73
|
ARTICLE VIII
|
EVENTS OF DEFAULT AND REMEDIES 73
|
Section 8.01
|
Events of Default 73
|
Section 8.02
|
Remedies Upon Event of Default 75
|
Section 8.03
|
Application of Funds 75
|
ARTICLE IX
|
ADMINISTRATIVE AGENT 76
|
|
v
|
|
Section 9.01
|
Appointment and Authorization of Administrative Agent 76
|
Section 9.02
|
Delegation of Duties 76
|
Section 9.03
|
Liability of Administrative Agent 76
|
Section 9.04
|
Reliance by Administrative Agent 77
|
Section 9.05
|
Notice of Default 77
|
Section 9.06
|
Credit Decision; Disclosure of Information by Administrative Agent 77
|
Section 9.07
|
Indemnification of Administrative Agent 78
|
Section 9.08
|
Administrative Agent in its Individual Capacity 78
|
Section 9.09
|
Successor Administrative Agent 79
|
Section 9.10
|
Administrative Agent May File Proofs of Claim 79
|
Section 9.11
|
Guaranty/Borrower Party Matters 80
|
Section 9.12
|
Other Agents; Arrangers and Managers 80
|
ARTICLE X
|
MISCELLANEOUS 81
|
Section 10.01
|
Amendments, Etc 81
|
Section 10.02
|
Notices and Other Communications; Facsimile Copies 82
|
Section 10.03
|
No Waiver; Cumulative Remedies 84
|
Section 10.04
|
Attorney Costs, Expenses and Taxes 84
|
Section 10.05
|
Indemnification and Waiver of Consequential Damages by the Borrower 84
|
Section 10.06
|
Payments Set Aside 85
|
|
vi
|
|
Section 10.07
|
Successors and Assigns 86
|
Section 10.08
|
Confidentiality 90
|
Section 10.09
|
Set-off 91
|
Section 10.10
|
Interest Rate Limitation 92
|
Section 10.11
|
Counterparts 92
|
Section 10.12
|
Integration 92
|
Section 10.13
|
Survival of Representations and Warranties 92
|
Section 10.14
|
Severability 92
|
Section 10.15
|
Reserved 92
|
Section 10.16
|
Replacement of Lenders 93
|
Section 10.17
|
Governing Law 93
|
Section 10.18
|
Waiver of Right to Trial by Jury 94
|
Section 10.19
|
No Advisory or Fiduciary Responsibility 94
|
Section 10.20
|
USA PATRIOT Act Notice 95
|
Section 10.21
|
Attorneys’ Fees 95
|
Section 10.22
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 95
|
ARTICLE XI
|
GUARANTY 95
|
Section 11.01
|
The Guaranty 95
|
Section 11.02
|
Obligations Unconditional 96
|
|
vii
|
|
Section 11.03
|
Reinstatement 97
|
Section 11.04
|
Certain Additional Waivers 97
|
Section 11.05
|
Remedies 97
|
Section 11.06
|
Rights of Contribution 97
|
Section 11.07
|
Guarantee of Payment; Continuing Guarantee 98
|
Section 11.08
|
Release of Guarantors 98
|
|
viii
|
|
Eurodollar Rate =
|
Eurodollar Base Rate
1.00 – Eurodollar Reserve Percentage |
BORROWER
:
|
COUSINS PROPERTIES INCORPORATED
,
|
CO-BORROWER
:
|
COUSINS PROPERTIES LP
,
|
GUARANTORS
:
|
1230 PEACHTREE ASSOCIATES LLC,
|
Lender
|
Commitment
|
Pro Rata Share
|
|
JPMorgan Chase Bank, N.A.
|
$40,000,000.00
|
16.00%
|
|
Bank of America, N.A.
|
$40,000,000.00
|
16.00%
|
|
SunTrust Bank
|
$40,000,000.00
|
16.00%
|
|
PNC Bank, National Association
|
$40,000,000.00
|
16.00%
|
|
Wells Fargo Bank, National Association
|
$25,000,000.00
|
10.00%
|
|
U.S. Bank National Association
|
$25,000,000.00
|
10.00%
|
|
Morgan Stanley Bank, N.A.
|
$25,000,000.00
|
10.00%
|
|
First Tennessee Bank National Association
|
$15,000,000.00
|
6.00%
|
|
Total
|
$250,000,000.00
|
100.00%
|
|
3.
|
Comprised of [
Eurodollar Rate Loan][Base Rate Loan]
.
|
Date
|
|
Type of Loan Made
|
|
Amount of Loan Made
|
|
End of Interest Period
|
|
Amount of Principal or Interest Paid This Date
|
|
Outstanding Principal Balance This Date
|
|
Notation Made By
|
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|
|
2.
|
Assignee[s]
: ______________________________ [for each Assignee, Indicate [Affiliate][Approved Fund] of [identify Lender]]
|
4.
|
Administrative Agent
: Bank of America, N.A., as the administrative agent under the Loan Agreement
|
5.
|
Loan Agreement
: The Term Loan Agreement, dated as of December 2, 2016, among the Borrower, the Lenders from time to time party thereto, the Co-Borrowers from time to time party thereto, the Guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Syndication Agent, Bank of America, N.A., as Administrative Agent, and PNC Bank, National Association and SunTrust Bank, as Co-Documentation Agents
|
Facility
Assigned
|
Assignor[s]
|
Assignee[s]
|
Aggregate Amount of Commitment/ Loans for all
Lenders
*
|
Amount of Commitment/Loans
Assigned
|
Percentage Assigned of
Commitment/Loans
|
CUSIP
Number
|
Term Loan Facility
|
|
|
$__________
|
$_________
|
_________%
|
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
COUSINS PROPERTIES INCORPORATED
|
|
Exhibit 21
|
SUBSIDIARIES OF THE REGISTRANT
|
|
|
|
|
|
At December 31, 2016, the Registrant had the following subsidiaries:
|
|
|
|
|
|
Subsidiary
|
|
State of Incorporation
|
1230 Peachtree Associates LLC
|
|
Georgia
|
191 Peachtree Project LLC
|
|
Georgia
|
250 Williams Street LLC
|
|
Georgia
|
250 Williams Street Manager, LLC
|
|
Georgia
|
7000 Central Park Amenities LLC
|
|
Delaware
|
7000 Central Park JV LLC
|
|
Delaware
|
7000 Central Park Note LLC
|
|
Delaware
|
7000 Central Park Propco LLC
|
|
Delaware
|
Blalock Lakes, LLC
|
|
Georgia
|
CCD 10 Terminus Place LLC
|
|
Georgia
|
Cedar Grove Lakes, LLC
|
|
Georgia
|
CF Murfreesboro Associates
|
|
Delaware
|
Cousins 214 N. Tryon, LP
|
|
Delaware
|
Cousins 222 S. Mill, LLC
|
|
Delaware
|
Cousins 3rd & Colorado LLC
|
|
Georgia
|
Cousins 3060 Peachtree, LLC
|
|
Delaware
|
Cousins 3060 Peachtree Sub, LLC
|
|
Delaware
|
Cousins 40867 Lake Forest, LLC
|
|
Delaware
|
Cousins 550 South Caldwell, LP
|
|
Delaware
|
Cousins 777 Main Street LLC
|
|
Georgia
|
Cousins 816 Congress LLC
|
|
Georgia
|
Cousins Acquisitions Entity LLC
|
|
Georgia
|
Cousins Aircraft Associates, LLC
|
|
Georgia
|
Cousins Austin, LLC
|
|
Delaware
|
Cousins Austin Partner, LLC
|
|
Delaware
|
Cousins - Austin Portfolio Holdings, LLC
|
|
Delaware
|
Cousins Avalon LLC
|
|
Georgia
|
Cousins Brickell II, LLC
|
|
Delaware
|
Cousins Carlton LLC
|
|
Delaware
|
Cousins CH Holdings LLC
|
|
Georgia
|
Cousins CH Investment LLC
|
|
Georgia
|
Cousins Colorado Investor LLC
|
|
Georgia
|
Cousins Colorado Land LLC
|
|
Georgia
|
Cousins Decatur Development LLC
|
|
Georgia
|
Cousins Deerwood LLC
|
|
Delaware
|
Cousins Employees LLC
|
|
Georgia
|
Cousins Finance AZ, LLC
|
|
Georgia
|
Cousins Forum, LLC
|
|
Delaware
|
Cousins Forum Note, LLC
|
|
Delaware
|
Cousins FTC Charlotte LP
|
|
Georgia
|
Cousins FTC Holding LLC
|
|
Georgia
|
Cousins NC Gen Partner LLC (f/k/a Cousins FTC Manager LLC)
|
|
Georgia
|
Cousins Fund II Buckhead, LLC
|
|
Delaware
|
Cousins Fund II Orlando I, LLC
|
|
Delaware
|
Cousins Fund II Philadelphia GP, LLC
|
|
Delaware
|
Cousins Fund II Philadelphia I, LP
|
|
Delaware
|
Cousins Fund II Phoenix I, LLC
|
|
Delaware
|
Cousins Fund II Phoenix II, LLC
|
|
Delaware
|
Cousins Fund II Phoenix III LLC
|
|
Delaware
|
Cousins Fund II Phoenix IV, LLC
|
|
Delaware
|
Cousins Fund II Phoenix V, LLC
|
|
Delaware
|
Cousins Fund II Phoenix VI, LLC
|
|
Delaware
|
Cousins Fund II Tampa II, LLC
|
|
Delaware
|
Cousins Fund II Tampa III, LLC
|
|
Delaware
|
Cousins International Plaza I, LLC
|
|
Delaware
|
Cousins International Plaza II, LLC
|
|
Delaware
|
Cousins International Plaza III, LLC
|
|
Delaware
|
Cousins International Plaza V Land, LLC
|
|
Delaware
|
Cousins International Plaza VI Land, LLC
|
|
Delaware
|
Cousins Jefferson Mill, LLC
|
|
Georgia
|
Cousins King Mill, LLC
|
|
Georgia
|
Cousins La Frontera LLC
|
|
Texas
|
Cousins Lincoln Place LLC
|
|
Delaware
|
Cousins Lincoln Place Holdings LLC
|
|
Delaware
|
Cousins Millennia LLC
|
|
Delaware
|
Cousins Murfreesboro LLC
|
|
Georgia
|
Cousins Northpark 400 LLC
|
|
Georgia
|
Cousins Northpark 500/600 LLC
|
|
Georgia
|
Cousins OF, L.L.C.
|
|
Delaware
|
Cousins One Capital, LLC
|
|
Delaware
|
Cousins One Capital City Plaza, LLC
|
|
Delaware
|
Cousins One Capital Manager, LLC
|
|
Delaware
|
Cousins - One Congress Plaza, LLC
|
|
Delaware
|
Cousins - One Congress Plaza Mezzanine, LLC
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|
Delaware
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Cousins OOC Manager LLC
|
|
Delaware
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Cousins OOC Owner LLC
|
|
Delaware
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Cousins Orlando, LLC
|
|
Delaware
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Cousins Orlando Manager, LLC
|
|
Delaware
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Cousins Properties LP
|
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Delaware
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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 Sub, Inc.
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Maryland
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Cousins Properties Waterview LLC
|
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Texas
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Cousins Realty Services LLC
|
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Delaware
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Cousins Research Park V LLC
|
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Georgia
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Cousins - San Jacinto Center LLC
|
|
Delaware
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Cousins - San Jacinto Center Mezzanine, LLC
|
|
Delaware
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Cousins San Jose MarketCenter, LLC
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Georgia
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Cousins South Tryon, LLC
|
|
Delaware
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Cousins Spring & 8th Streets LLC
|
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Georgia
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Cousins Spring & 8th Streets Parent LLC
|
|
Georgia
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Cousins SUSP, LLC
|
|
Delaware
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Cousins Tampa, LLC
|
|
Delaware
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Cousins Tampa Sub, LLC
|
|
Delaware
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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 TBP, LLC
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|
Delaware
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Cousins Tower Place 200 LLC
|
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Delaware
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Cousins TRS Austin Amenities, LLC
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Delaware
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Cousins TRS Services LLC
|
|
Georgia
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Cousins Victory Investment LLC
|
|
Georgia
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Cousins W. Rio Salado, LLC
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|
Delaware
|
*Minority member may receive a portion of cash flow and capital proceeds.
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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):
|
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.
|
I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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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):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
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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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