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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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3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia
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30326-4802
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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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Emerging growth company
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¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item X.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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our business and financial strategy;
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•
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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; and
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all statements that address 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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•
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the availability and terms of capital;
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•
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the ability to refinance or repay indebtedness as it matures;
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•
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the failure of purchase, sale, or other contracts to ultimately close;
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•
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the failure to achieve anticipated benefits from acquisitions, investments, or dispositions;
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•
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the potential dilutive effect of common stock or operating partnership unit issuances;
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•
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the availability of buyers and pricing with respect to the disposition of assets;
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•
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risks and uncertainties related to national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate, particularly in Atlanta, Charlotte, Austin, and Phoenix where we have high concentrations of our lease revenue;
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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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risks associated with litigation resulting from the transactions with Parkway and from liabilities or contingent liabilities assumed in the transactions with 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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potential changes to state, local, or federal regulations applicable to our business;
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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 the tax laws impacting REITs and real estate in general; and
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those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by the Company.
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Item 1.
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Business
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Purchased American Airlines' 25.4% interest in the 111 West Rio Building for a purchase price of $19.6 million.
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Completed the development and commenced operations of Avalon 8000 in Atlanta, Georgia, a 224,000 square foot office building in Atlanta, Georgia.
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Completed the development and commenced operations of Carolina Square, a mixed-use project in Chapel Hill, North Carolina, that contains 158,000 square feet of office space, 44,000 square feet of retail space, and 246 apartment units. The project is owned in a joint venture in which we hold a 50% interest.
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Commenced construction of 120 West Trinity, a mixed-use project in Atlanta, Georgia that will contain 33,000 square feet of office space, 19,000 square feet of retail space, and 330 apartments. This project is being developed in a joint venture in which we hold a 20% interest, and the project is expected to be completed in 2019.
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Continued development of 864 and 858 Spring Street, two buildings in Atlanta, Georgia totaling 763,000 square feet that will become the world headquarters of NCR. Phase I was completed in January of 2018, and Phase II is expected to be completed in the fourth quarter of 2018.
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Continued development of Dimensional Place, a 282,000 square foot building in Charlotte, North Carolina that will become the East Coast headquarters of Dimensional Fund Advisors. This project is being developed in a 50-50 joint venture with Dimensional and expected to be completed in the fourth quarter of 2018.
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Commenced development activities on 300 Colorado, a 309,000 square foot office tower in Austin, Texas. The 302,000 square foot office portion is 100% leased to Parsley Energy, and the retail portion is 100% leased to Del Frisco's. 300 Colorado will be developed in a joint venture in which we hold a 50% interest.
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Sold the American Cancer Society Center, a 996,000 square foot office building in Atlanta, Georgia, for gross proceeds of $166 million.
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Sold Emory Point, a mixed-use project in Atlanta, Georgia, for gross proceeds of $199 million. Emory Point was held by joint ventures in which we held 75% interests.
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Exited the Orlando market by selling our three Orlando properties containing 1.0 million square feet in a single transaction for gross proceeds of $208.1 million.
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Sold the Company's 20% interest in Courvoisier Centre JV, LLC to our joint venture partner in transaction that valued the Company's interest in the property at $33.9 million.
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Issued 25 million shares of common stock generating in gross proceeds of $212.9 million.
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Closed a
$350 million
private placement of senior unsecured debt, which was drawn in two tranches. The first tranche of
$100 million
was drawn in April 2017, has a ten-year maturity, and a fixed annual interest rate of
4.09%
. The second tranche of
$250 million
was drawn in July 2017, has an eight-year maturity, and a fixed annual interest rate of
3.91%
.
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Repaid four mortgage notes totaling $359 million that were assumed in the Parkway merger.
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Leased or renewed
2.2 million
square feet of office space.
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Increased second generation net rent per square foot by
19.6%
on a GAAP basis and
6.9%
on a cash basis.
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•
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Increased same property net operating income by
4.4%
on a GAAP basis and
5.3%
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, and tenant improvement allowances;
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uninsured losses as a result of casualty events;
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the need to periodically repair, renovate, and re-lease properties; and
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changes in federal and state income tax laws as they affect real estate companies and real estate investors.
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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 ratio. 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. 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 ability to raise capital through asset sales could be limited. In addition, mortgage financing on an asset may prohibit prepayment and/or impose a prepayment penalty upon the sale of that property, which may decrease the proceeds from a sale or refinancing or make the sale or refinancing impractical.
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Construction loans
. Construction loans generally relate to specific assets under construction and fund costs above an initial equity amount deemed acceptable 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
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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 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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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 have less leverage, 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 capitalizing on business opportunities;
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restricting the way in which we conduct our business due to 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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difficulty in leasing vacant space or renewing existing tenants;
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the costs and timing of repositioning or redeveloping acquisitions;
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the acquisitions may fail to meet internal projections or otherwise fail to perform as expected;
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the acquisitions may be in markets that are unfamiliar to us and could present additional unforeseen business challenges;
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the timing of acquisitions may not match the timing of 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 acquisitions;
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the diversion of our management’s attention away from other business concerns; and
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the exposure to any undisclosed or unknown issues, expenses, or potential liabilities relating to acquisitions.
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•
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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 a 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 a construction 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 generally achieve pre-leasing goals (which vary by market, product type, and circumstances) before committing to a project, it is expected that not all the space in a project will be leased at the time we commit to the project. If the additional space is not leased on schedule and upon the expected terms and conditions, our returns, future earnings, and results of operations from the project could be adversely impacted. Whether or not tenants are willing to enter into leases on the terms and conditions we project and on the timetable we expect will depend upon a number of factors, many of which are outside our control. These factors may include:
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•
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general business conditions in the local or broader economy or in the 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 developed under-performing 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 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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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, 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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Office Properties
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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) |
Property Level Debt ($000) (3)
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Annualized Base Rents (6)
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Northpark (4)
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1,528,000
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Consolidated
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100%
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86.3%
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80.5%
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6.8%
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$
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—
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Promenade
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777,000
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Consolidated
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100%
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94.1%
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93.9%
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5.4%
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102,071
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One Buckhead Plaza
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461,000
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Consolidated
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100%
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89.6%
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91.3%
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3.7%
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—
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3344 Peachtree
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484,000
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Consolidated
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100%
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91.7%
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88.5%
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2.8%
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—
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3350 Peachtree
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413,000
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Consolidated
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100%
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86.2%
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93.0%
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2.7%
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—
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Terminus 100
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660,000
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Unconsolidated
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50%
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93.7%
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88.9%
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2.5%
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61,922
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Two Buckhead Plaza
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210,000
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Consolidated
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100%
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91.0%
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83.2%
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2.4%
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—
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Terminus 200
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566,000
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Unconsolidated
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50%
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94.1%
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94.0%
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2.2%
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39,644
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3348 Peachtree
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258,000
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Consolidated
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100%
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87.1%
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90.1%
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2.0%
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—
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Meridian Mark Plaza
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160,000
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Consolidated
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100%
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100.0%
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100.0%
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1.5%
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23,970
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Emory University Hospital Midtown Medical Office Tower
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358,000
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Unconsolidated
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50%
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99.5%
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96.6%
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1.4%
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35,523
|
|
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|||
8000 Avalon
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224,000
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Consolidated
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90%
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94.1%
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14.9%
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0.5%
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—
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|||
ATLANTA
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6,099,000
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90.5%
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84.6%
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33.9%
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263,130
|
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|||
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|||||
Hearst Tower
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966,000
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Consolidated
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100%
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98.9%
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98.6%
|
9.7%
|
—
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|||
Fifth Third Center
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698,000
|
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Consolidated
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100%
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98.8%
|
96.3%
|
6.7%
|
145,974
|
|
|
|||
NASCAR Plaza
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394,000
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Consolidated
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100%
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98.7%
|
98.4%
|
3.7%
|
—
|
|
|
|||
Gateway Village (4)
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1,061,000
|
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Unconsolidated
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50%
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99.4%
|
99.4%
|
2.3%
|
—
|
|
|
|||
CHARLOTTE
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3,119,000
|
|
|
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98.9%
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98.2%
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22.4%
|
145,974
|
|
|
|||
|
|
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|
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|||||
San Jacinto Center
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395,000
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Consolidated
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100%
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94.4%
|
99.3%
|
5.3%
|
—
|
|
|
|||
One Eleven Congress
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519,000
|
|
Consolidated
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100%
|
87.8%
|
83.8%
|
4.8%
|
—
|
|
|
|||
Colorado Tower
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373,000
|
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Consolidated
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100%
|
100.0%
|
100.0%
|
4.7%
|
119,165
|
|
|
|||
816 Congress
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435,000
|
|
Consolidated
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100%
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95.2%
|
93.7%
|
3.8%
|
82,742
|
|
|
|||
Research Park V
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173,000
|
|
Consolidated
|
100%
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97.1%
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78.3%
|
1.1%
|
—
|
|
|
|||
AUSTIN
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1,895,000
|
|
|
|
94.1%
|
91.0%
|
19.7%
|
201,907
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Hayden Ferry (4)
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789,000
|
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Consolidated
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100%
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96.2%
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91.6%
|
8.0%
|
—
|
|
|
|||
Tempe Gateway
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264,000
|
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Consolidated
|
100%
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98.6%
|
98.2%
|
2.7%
|
—
|
|
|
|||
111 West Rio
|
225,000
|
|
Consolidated
|
100%
|
100.0%
|
100.0%
|
1.9%
|
—
|
|
|
|||
PHOENIX
|
1,278,000
|
|
|
|
97.3%
|
96.6%
|
12.6%
|
—
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Corporate Center (4)
|
1,224,000
|
|
Consolidated
|
100%
|
96.7%
|
86.8%
|
7.3%
|
—
|
|
|
|||
The Pointe
|
253,000
|
|
Consolidated
|
100%
|
93.1%
|
92.7%
|
1.6%
|
22,729
|
|
|
|||
Harborview Plaza
|
205,000
|
|
Consolidated
|
100%
|
99.7%
|
97.9%
|
1.5%
|
—
|
|
|
|||
TAMPA
|
1,682,000
|
|
|
|
96.5%
|
92.5%
|
10.4%
|
22,729
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||
Carolina Square Office (5)
|
158,000
|
|
Unconsolidated
|
50%
|
74.8%
|
11.6%
|
0.2%
|
10,873
|
|
|
|||
CHAPEL HILL
|
158,000
|
|
|
|
74.8%
|
11.6%
|
0.2%
|
10,873
|
|
|
|||
TOTAL OFFICE PROPERTIES
|
14,231,000
|
|
|
|
94.1%
|
79.1%
|
99.2%
|
$
|
644,613
|
|
$
|
331,713
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Properties
|
|
|
|
|
|
|
|
|
|||||
Carolina Square Retail (5)
|
44,000
|
|
Unconsolidated
|
50%
|
81.5%
|
49.7%
|
0.1%
|
3,028
|
|
|
|||
Carolina Square Apartments (246 Units) (5)
|
266,000
|
|
Unconsolidated
|
50%
|
91.1%
|
71.2%
|
0.7%
|
18,305
|
|
|
|||
CHAPEL HILL
|
310,000
|
|
|
|
89.7%
|
60.5%
|
0.8%
|
21,333
|
|
|
|||
TOTAL OTHER PROPERTIES
|
310,000
|
|
|
|
89.7%
|
60.5%
|
0.8%
|
$
|
21,333
|
|
$
|
2,557
|
|
|
|
|
|
|
|
|
|
|
|||||
TOTAL PROPERTIES
|
14,541,000
|
|
|
|
|
|
100.0%
|
$
|
665,946
|
|
$
|
334,270
|
|
(1)
|
Weighted average occupancy represents an average of the square footage occupied during the year.
|
(2)
|
The Company's share of net operating income for the three months ended
December 31, 2017
.
|
(3)
|
The Company's share of property specific mortgage debt, net of unamortized loan costs, as of
December 31, 2017
.
|
(4)
|
Contains multiple buildings that are grouped together for reporting purposes.
|
(5)
|
The Company's share of Carolina Square debt has been allocated to office, retail, and apartments based on their relative square footages.
|
(6)
|
Annualized base rent 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. Included in this amount is $18.6 million of annualized base rent for tenants in a free rent period.
|
Year of Expiration
|
|
Square Feet
Expiring |
|
% of Leased Space
|
|
Annual Contractual Rents ($000's) (2)
|
|
% of Total Annual Contractual Rents
|
|
Annual Contractual Rent/Sq. Ft. (2)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
2018
|
|
777,011
|
|
|
6.5
|
%
|
|
$
|
21,006
|
|
|
5.4
|
%
|
|
$
|
27.03
|
|
2019
|
|
892,339
|
|
|
7.4
|
%
|
|
26,841
|
|
|
7.0
|
%
|
|
30.08
|
|
||
2020
|
|
871,998
|
|
|
7.3
|
%
|
|
28,110
|
|
|
7.3
|
%
|
|
32.24
|
|
||
2021
|
|
1,315,069
|
|
|
10.9
|
%
|
|
40,888
|
|
|
10.6
|
%
|
|
31.09
|
|
||
2022
|
|
1,472,160
|
|
|
12.2
|
%
|
|
44,626
|
|
|
11.6
|
%
|
|
30.31
|
|
||
2023
|
|
1,076,065
|
|
|
8.9
|
%
|
|
36,944
|
|
|
9.6
|
%
|
|
34.33
|
|
||
2024
|
|
945,557
|
|
|
7.9
|
%
|
|
34,525
|
|
|
8.9
|
%
|
|
36.51
|
|
||
2025
|
|
1,352,057
|
|
|
11.2
|
%
|
|
44,389
|
|
|
11.5
|
%
|
|
32.83
|
|
||
2026 & Thereafter
|
|
3,335,996
|
|
|
27.7
|
%
|
|
108,721
|
|
|
28.1
|
%
|
|
32.59
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
12,038,252
|
|
|
100.0
|
%
|
|
$
|
386,050
|
|
|
100.0
|
%
|
|
$
|
32.07
|
|
(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
|
Actual or Projected Start Date
|
Number of Square Feet /Apartment Units
|
Estimated Project Cost (1 )
|
Company's Share of Estimated Project Costs
|
Project Cost Incurred to Date
|
Company's Share of Project Costs Incurred to Date
|
Percent Leased
|
Initial Occupancy (2) / Estimated Stabilization (3)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
864 Spring Street
(NCR Phase I) |
Office
|
Atlanta, GA
|
100%
|
3Q15
|
503,000
|
$
|
219,000
|
|
$
|
219,000
|
|
$
|
212,628
|
|
$
|
212,628
|
|
100%
|
1Q18 (5) / 1Q18
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
858 Spring Street
(NCR Phase II) |
Office
|
Atlanta, GA
|
100%
|
4Q16
|
260,000
|
120,000
|
|
120,000
|
|
68,354
|
|
68,354
|
|
100%
|
4Q18 / 4Q18
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dimensional Place
|
Office
|
Charlotte, NC
|
50%
|
4Q16
|
|
94,000
|
|
47,000
|
|
53,199
|
|
26,600
|
|
|
|
||||
Office
|
|
|
|
|
266,000
|
|
|
|
|
100%
|
4Q18 / 4Q18
|
||||||||
Retail
|
|
|
|
|
16,000
|
|
|
|
|
—%
|
4Q18 / 4Q18
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
120 West Trinity
|
Mixed
|
Atlanta, GA
|
20%
|
1Q17
|
|
85,000
|
|
17,000
|
|
18,066
|
|
3,613
|
|
|
|
||||
Office
|
|
|
|
|
33,000
|
|
|
|
|
—%
|
1Q19 / 1Q20
|
||||||||
Retail
|
|
|
|
|
19,000
|
|
|
|
|
—%
|
1Q19 / 1Q20
|
||||||||
Apartments
|
|
|
|
|
330
|
|
|
|
|
—%
|
1Q19 / 1Q20
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
300 Colorado (4)
|
Office
|
Austin, TX
|
50%
|
4Q18
|
|
175,000
|
|
87,500
|
|
—
|
|
—
|
|
|
|
||||
Office
|
|
|
|
|
302,000
|
|
|
|
|
100%
|
1Q21 / 1Q21
|
||||||||
Retail
|
|
|
|
|
7,000
|
|
|
|
|
100%
|
1Q21 / 1Q21
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
$
|
693,000
|
|
$
|
490,500
|
|
$
|
352,247
|
|
$
|
311,195
|
|
|
|
(1)
|
This schedule shows projects currently under active development through the substantial completion of construction. Amounts included in the estimated project cost column represent the estimated costs of the project through stabilization. Significant estimation is required to derive these costs, and the final costs may differ from these estimates. The projected stabilization dates are also estimates and are subject to change as the project proceeds through the development process.
|
||||
(2)
|
The quarter within which the Company estimates the first tenant will take occupancy.
|
||||
(3)
|
Stabilization is the earlier of the quarter within which the Company estimates it will achieve 90% economic occupancy or one year from initial occupancy.
|
||||
(4)
|
The budget is not finalized, and it is subject to change. In January 2018, the joint venture acquired the land for this project, and construction is expected to commence December 2018.
|
||||
(5)
|
Initial occupancy took place on January 1, 2018.
|
|
|
Metropolitan Area
|
|
Type
|
|
Company's Ownership Interest
|
|
Total Developable Land (Acres)
|
|
Company's Share (Acres)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Wildwood Office Park
|
|
Atlanta
|
|
Commercial
|
|
50%
|
|
22
|
|
|
|
|||
North Point
|
|
Atlanta
|
|
Commercial
|
|
100%
|
|
12
|
|
|
|
|||
The Avenue Forsyth-Adjacent Land
|
|
Atlanta
|
|
Commercial
|
|
100%
|
|
10
|
|
|
|
|||
10000 Avalon
|
|
Atlanta
|
|
Commercial
|
|
75%
|
|
3
|
|
|
|
|||
Georgia
|
|
|
|
|
|
|
|
47
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Padre Island
|
|
Corpus Christi
|
|
Residential
|
|
50%
|
|
15
|
|
|
|
|||
Victory Center
|
|
Dallas
|
|
Commercial
|
|
75%
|
|
3
|
|
|
|
|||
Texas
|
|
|
|
|
|
|
|
18
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Center
|
|
Tampa
|
|
Commercial
|
|
100%
|
|
7
|
|
|
|
|||
Florida
|
|
|
|
|
|
|
|
7
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Total Land Held (Acres)
|
|
|
|
|
|
|
|
72
|
|
|
52
|
|
||
Total Land Held (Cost Basis)
|
|
|
|
|
|
|
|
$
|
47,902
|
|
|
$
|
23,254
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item X.
|
Executive Officers of the Registrant
|
Name
|
|
Age
|
|
Office Held
|
Lawrence L. Gellerstedt III
|
|
61
|
|
Chairman of the Board, Chief Executive Officer
|
M. Colin Connolly
|
|
41
|
|
President, Chief Operating Officer
|
Gregg D. Adzema
|
|
52
|
|
Executive Vice President, Chief Financial Officer
|
John S. McColl
|
|
55
|
|
Executive Vice President
|
Pamela F. Roper
|
|
44
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
John D. Harris, Jr.
|
|
58
|
|
Senior Vice President, Chief Accounting Officer, Treasurer and Assistant Secretary
|
|
2017 Quarters
|
|
2016 Quarters
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
High
|
$
|
8.82
|
|
|
$
|
9.10
|
|
|
$
|
9.45
|
|
|
$
|
9.63
|
|
|
$
|
10.43
|
|
|
$
|
11.07
|
|
|
$
|
11.40
|
|
|
$
|
10.50
|
|
Low
|
$
|
7.87
|
|
|
$
|
7.81
|
|
|
$
|
8.59
|
|
|
$
|
8.87
|
|
|
$
|
7.53
|
|
|
$
|
10.00
|
|
|
$
|
10.02
|
|
|
$
|
7.09
|
|
Dividends
|
$
|
0.120
|
|
|
$
|
0.060
|
|
|
$
|
0.060
|
|
|
$
|
0.060
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
0.080
|
|
|
$
|
—
|
|
Payment Date(s)
|
1/19/2017
4/13/2017 |
|
|
7/13/2017
|
|
|
10/2/2017
|
|
|
1/12/2018
|
|
|
2/22/2016
|
|
|
5/27/2016
|
|
|
9/6/2016
|
|
|
—
|
|
|
Fiscal Year Ended
|
||||||||||||||||
Index
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||
Cousins Properties Incorporated
|
100.00
|
|
|
125.57
|
|
|
142.90
|
|
|
121.82
|
|
|
156.41
|
|
|
174.80
|
|
NYSE Composite Index
|
100.00
|
|
|
126.28
|
|
|
134.81
|
|
|
129.29
|
|
|
144.73
|
|
|
171.83
|
|
FTSE NAREIT Equity Index
|
100.00
|
|
|
102.47
|
|
|
133.35
|
|
|
137.61
|
|
|
149.33
|
|
|
157.14
|
|
SNL US REIT Office Index
|
100.00
|
|
|
106.57
|
|
|
134.34
|
|
|
135.52
|
|
|
151.24
|
|
|
155.31
|
|
Item 6.
|
Selected Financial Data
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental property revenues
|
$
|
446,035
|
|
|
$
|
249,814
|
|
|
$
|
196,244
|
|
|
$
|
164,123
|
|
|
$
|
122,672
|
|
Fee income
|
8,632
|
|
|
8,347
|
|
|
7,297
|
|
|
12,519
|
|
|
10,891
|
|
|||||
Other
|
11,518
|
|
|
1,050
|
|
|
828
|
|
|
919
|
|
|
4,681
|
|
|||||
|
466,185
|
|
|
259,211
|
|
|
204,369
|
|
|
177,561
|
|
|
138,244
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental property operating expenses
|
163,882
|
|
|
96,908
|
|
|
82,545
|
|
|
76,963
|
|
|
58,949
|
|
|||||
Reimbursed expenses
|
3,527
|
|
|
3,259
|
|
|
3,430
|
|
|
3,652
|
|
|
5,215
|
|
|||||
General and administrative expenses
|
27,523
|
|
|
25,592
|
|
|
16,918
|
|
|
19,784
|
|
|
21,986
|
|
|||||
Interest expense
|
33,524
|
|
|
26,650
|
|
|
22,735
|
|
|
20,983
|
|
|
19,091
|
|
|||||
Depreciation and amortization
|
196,745
|
|
|
97,948
|
|
|
71,625
|
|
|
62,258
|
|
|
47,131
|
|
|||||
Acquisition and merger costs
|
1,661
|
|
|
24,521
|
|
|
299
|
|
|
1,130
|
|
|
3,626
|
|
|||||
Other
|
1,796
|
|
|
5,888
|
|
|
1,181
|
|
|
3,729
|
|
|
4,167
|
|
|||||
|
428,658
|
|
|
280,766
|
|
|
198,733
|
|
|
188,499
|
|
|
160,165
|
|
|||||
Gain (loss) on extinguishment of debt
|
2,258
|
|
|
(5,180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations before benefit for income taxes, income from unconsolidated joint ventures, and gain on sale of investment properties
|
39,785
|
|
|
(26,735
|
)
|
|
5,636
|
|
|
(10,938
|
)
|
|
(21,921
|
)
|
|||||
Benefit for income taxes from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
23
|
|
|||||
Income from unconsolidated joint ventures
|
47,115
|
|
|
10,562
|
|
|
8,302
|
|
|
11,268
|
|
|
67,325
|
|
|||||
Income (loss) from continuing operations before gain on sale of investment properties
|
86,900
|
|
|
(16,173
|
)
|
|
13,938
|
|
|
350
|
|
|
45,427
|
|
|||||
Gain on sale of investment properties
|
133,059
|
|
|
77,114
|
|
|
80,394
|
|
|
12,536
|
|
|
61,288
|
|
|||||
Income from continuing operations
|
219,959
|
|
|
60,941
|
|
|
94,332
|
|
|
12,886
|
|
|
106,715
|
|
|||||
Income from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
—
|
|
|
19,163
|
|
|
31,848
|
|
|
20,764
|
|
|
8,625
|
|
|||||
Gain (loss) on sale from discontinued operations
|
—
|
|
|
—
|
|
|
(551
|
)
|
|
19,358
|
|
|
11,489
|
|
|||||
Income from discontinued operations
|
—
|
|
|
19,163
|
|
|
31,297
|
|
|
40,122
|
|
|
20,114
|
|
|||||
Net income
|
219,959
|
|
|
80,104
|
|
|
125,629
|
|
|
53,008
|
|
|
126,829
|
|
|||||
Net income attributable to noncontrolling interests
|
(3,684
|
)
|
|
(995
|
)
|
|
(111
|
)
|
|
(1,004
|
)
|
|
(5,068
|
)
|
|||||
Net income attributable to controlling interests
|
216,275
|
|
|
79,109
|
|
|
125,518
|
|
|
52,004
|
|
|
121,761
|
|
|||||
Preferred share original issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,530
|
)
|
|
(2,656
|
)
|
|||||
Dividends to preferred stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,955
|
)
|
|
(10,008
|
)
|
|||||
Net income available to common stockholders
|
$
|
216,275
|
|
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
$
|
45,519
|
|
|
$
|
109,097
|
|
Net income from continuing operations attributable to controlling interest per common share - basic and diluted
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
|
$
|
0.02
|
|
|
$
|
0.62
|
|
Net income per common share - basic and diluted
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
$
|
0.22
|
|
|
$
|
0.76
|
|
Dividends declared per common share
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
$
|
0.30
|
|
|
$
|
0.18
|
|
Total assets (at year-end)
|
$
|
4,204,619
|
|
|
$
|
4,171,607
|
|
|
$
|
2,595,320
|
|
|
$
|
2,664,295
|
|
|
$
|
2,270,493
|
|
Notes payable (at year-end)
|
$
|
1,093,228
|
|
|
$
|
1,380,920
|
|
|
$
|
718,810
|
|
|
$
|
789,309
|
|
|
$
|
627,381
|
|
Stockholders' investment (at year-end)
|
$
|
2,771,973
|
|
|
$
|
2,455,557
|
|
|
$
|
1,683,415
|
|
|
$
|
1,673,458
|
|
|
$
|
1,457,401
|
|
Common shares outstanding (at year-end)
|
420,021
|
|
|
393,418
|
|
|
211,513
|
|
|
216,513
|
|
|
189,666
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
142,087
|
|
|
$
|
135,371
|
|
|
$
|
6,716
|
|
|
5.0
|
%
|
Non-Same Property
|
303,948
|
|
|
114,443
|
|
|
189,505
|
|
|
165.6
|
%
|
|||
|
$
|
446,035
|
|
|
$
|
249,814
|
|
|
$
|
196,221
|
|
|
78.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
52,174
|
|
|
$
|
49,284
|
|
|
$
|
2,890
|
|
|
5.9
|
%
|
Non-Same Property
|
111,708
|
|
|
47,624
|
|
|
64,084
|
|
|
134.6
|
%
|
|||
|
$
|
163,882
|
|
|
$
|
96,908
|
|
|
$
|
66,974
|
|
|
69.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
89,913
|
|
|
$
|
86,087
|
|
|
$
|
3,826
|
|
|
4.4
|
%
|
Non-Same Property NOI
|
192,240
|
|
|
66,819
|
|
|
125,421
|
|
|
187.7
|
%
|
|||
Total NOI
|
$
|
282,153
|
|
|
$
|
152,906
|
|
|
$
|
129,247
|
|
|
84.5
|
%
|
|
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net operating income
|
$
|
31,053
|
|
|
$
|
28,784
|
|
|
$
|
24,335
|
|
Other income
|
2,062
|
|
|
4,106
|
|
|
787
|
|
|||
Depreciation and amortization
|
(13,191
|
)
|
|
(13,905
|
)
|
|
(11,645
|
)
|
|||
Interest expense
|
(7,859
|
)
|
|
(8,423
|
)
|
|
(7,455
|
)
|
|||
Net gain on sales
|
35,050
|
|
|
—
|
|
|
2,280
|
|
|||
Income from unconsolidated joint ventures
|
$
|
47,115
|
|
|
$
|
10,562
|
|
|
$
|
8,302
|
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
Net Income Available to Common Stockholders
|
$
|
216,275
|
|
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
Depreciation and amortization of real estate assets:
|
|
|
|
|
|
|||||||
Consolidated properties
|
194,869
|
|
—
|
|
96,583
|
|
|
70,003
|
|
|||
Share of unconsolidated joint ventures
|
13,191
|
|
|
13,904
|
|
|
11,645
|
|
||||
Discontinued properties
|
—
|
|
|
47,345
|
|
|
63,791
|
|
||||
Partners' share of real estate depreciation
|
(23
|
)
|
|
(3,564
|
)
|
|
—
|
|
||||
(Gain) loss on sale of depreciated properties:
|
|
|
|
|
|
|||||||
Consolidated properties
|
(133,043
|
)
|
|
(73,533
|
)
|
|
(78,759
|
)
|
||||
Share of unconsolidated joint ventures
|
(35,050
|
)
|
|
—
|
|
|
—
|
|
||||
Discontinued properties
|
—
|
|
|
—
|
|
|
551
|
|
||||
Non-controlling interest related to unit holders
|
3,681
|
|
|
784
|
|
|
—
|
|
||||
Funds From Operations
|
$
|
259,900
|
|
|
$
|
160,628
|
|
|
$
|
192,749
|
|
|
Per Common Share — Diluted:
|
|
|
|
|
|
|||||||
Net Income Available
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
Funds From Operations
|
$
|
0.61
|
|
|
$
|
0.63
|
|
|
$
|
0.89
|
|
|
Weighted Average Shares — Diluted
|
423,297
|
|
|
256,023
|
|
|
215,979
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
219,959
|
|
|
$
|
80,104
|
|
|
$
|
125,629
|
|
Fee income
|
(8,632
|
)
|
|
(8,347
|
)
|
|
(7,297
|
)
|
|||
Other income
|
(11,518
|
)
|
|
(1,050
|
)
|
|
(828
|
)
|
|||
Reimbursed expenses
|
3,527
|
|
|
3,259
|
|
|
3,430
|
|
|||
General and administrative expenses
|
27,523
|
|
|
25,592
|
|
|
16,918
|
|
|||
Interest expense
|
33,524
|
|
|
26,650
|
|
|
22,735
|
|
|||
Depreciation and amortization
|
196,745
|
|
|
97,948
|
|
|
71,625
|
|
|||
Acquisition and transaction costs
|
1,661
|
|
|
24,521
|
|
|
299
|
|
|||
Other expenses
|
1,796
|
|
|
5,888
|
|
|
1,181
|
|
|||
(Gain) loss on extinguishment of debt
|
(2,258
|
)
|
|
5,180
|
|
|
—
|
|
|||
Income from unconsolidated joint ventures
|
(47,115
|
)
|
|
(10,562
|
)
|
|
(8,302
|
)
|
|||
Gain on sale of investment properties
|
(133,059
|
)
|
|
(77,114
|
)
|
|
(80,394
|
)
|
|||
Income from discontinued operations
|
—
|
|
|
(19,163
|
)
|
|
(31,297
|
)
|
|||
Net Operating Income
|
$
|
282,153
|
|
|
$
|
152,906
|
|
|
$
|
113,699
|
|
•
|
property and land acquisitions;
|
•
|
expenditures on development projects;
|
•
|
building improvements, tenant improvements, and leasing costs;
|
•
|
principal and interest payments on indebtedness; and
|
•
|
operating partnership distributions and common stock dividends.
|
•
|
net cash from operations;
|
•
|
proceeds from the sale of assets;
|
•
|
borrowings under our credit facilities;
|
•
|
proceeds from mortgage notes payable;
|
•
|
proceeds from construction loans;
|
•
|
proceeds from unsecured loans;
|
•
|
proceeds from offerings of debt or equity securities; and
|
•
|
joint venture formations.
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Company debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage notes payable
|
$
|
498,764
|
|
|
$
|
9,347
|
|
|
$
|
66,876
|
|
|
$
|
108,300
|
|
|
$
|
314,241
|
|
Unsecured Senior Notes
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|||||
Interest commitments (1)
|
204,645
|
|
|
31,876
|
|
|
61,359
|
|
|
51,588
|
|
|
59,822
|
|
|||||
Term Loan
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|||||
Ground leases
|
207,450
|
|
|
2,321
|
|
|
4,660
|
|
|
4,748
|
|
|
195,721
|
|
|||||
Other operating leases
|
833
|
|
|
348
|
|
|
383
|
|
|
102
|
|
|
—
|
|
|||||
Unsecured Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,511,692
|
|
|
$
|
43,892
|
|
|
$
|
133,278
|
|
|
$
|
414,738
|
|
|
$
|
919,784
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded development and tenant improvement commitments
|
$
|
46,832
|
|
|
$
|
44,563
|
|
|
$
|
2,269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Performance bonds
|
2,498
|
|
|
2,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments
|
$
|
50,330
|
|
|
$
|
48,061
|
|
|
$
|
2,269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
December 31, 2017
.
|
•
|
Repaid in full, without penalty, the $128.0 million One Eleven Congress mortgage note.
|
•
|
Repaid in full, without penalty, the $101.0 million San Jacinto Center mortgage note.
|
•
|
Repaid in full, without penalty, the $52.0 million Two Buckhead Plaza mortgage note.
|
•
|
Repaid in full, without penalty, the $77.9 million 3344 Peachtree mortgage note.
|
•
|
Used the proceeds from the sale of the ACS Center to repay in full, without penalty, the $127.0 million ACS Center mortgage note.
|
•
|
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 in full the
$98.1 million
191 Peachtree Tower mortgage loan in connection with a sale of the building and paid a $3.7 million prepayment penalty.
|
•
|
Assumed $635.2 million of mortgage debt in connection with the Merger at a weighted average stated interest rate of 5.2%.
|
•
|
Repaid $251.9 million of the assumed mortgage debt, which included the legal defeasance of a $20.2 million mortgage loan.
|
•
|
Increasing the size from
$500 million
to
$1 billion
;
|
•
|
Extending the maturity date from May 28, 2019 to January 3, 2023;
|
•
|
Reducing certain per annum variable interest rate spreads and other fees;
|
•
|
Providing for the expansion of the facility by an additional
$500 million
for total availability of
$1.5 billion
, subject to receipt of additional commitments from lenders and other customary conditions;
|
•
|
Decreasing the minimum spread over LIBOR from
1.10%
to
1.05%
;
|
•
|
Removing the
$90
million investment entity cap;
|
•
|
Removing the Unsecured Debt Limit removed and replacing it with an unsecured leverage ratio limit;
|
•
|
Removing the minimum shareholder's equity requirement;
|
•
|
Decreasing the Consolidated Unencumbered Interest coverage ratio from
2.0
to
1.75
; and
|
•
|
Removing the Consolidated Secured Recourse debt limitation and replacing it with maintaining a Secured Leverage Ratio of
40%
or less.
|
|
Year Ended December 31,
|
|
2017 to 2016 Change
|
|
2016 to 2015 Change
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
211,649
|
|
|
$
|
117,702
|
|
|
$
|
154,302
|
|
|
$
|
93,947
|
|
|
$
|
(36,600
|
)
|
Net cash provided by investing activities
|
112,110
|
|
|
465,849
|
|
|
35,103
|
|
|
(353,739
|
)
|
|
430,746
|
|
|||||
Net cash used in financing activities
|
(169,335
|
)
|
|
(538,537
|
)
|
|
(188,140
|
)
|
|
369,202
|
|
|
(350,397
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Projects under development
|
$
|
173,698
|
|
|
$
|
109,760
|
|
|
$
|
52,015
|
|
Operating properties—building improvements
|
103,332
|
|
|
30,718
|
|
|
83,615
|
|
|||
Operating properties—leasing costs
|
32,689
|
|
|
50,030
|
|
|
28,052
|
|
|||
Land held for investment
|
—
|
|
|
—
|
|
|
8,098
|
|
|||
Capitalized interest
|
8,303
|
|
|
4,696
|
|
|
3,579
|
|
|||
Capitalized salaries
|
7,918
|
|
|
6,248
|
|
|
7,146
|
|
|||
Accrued capital expenditures adjustment
|
(5,965
|
)
|
|
(7,918
|
)
|
|
2,483
|
|
|||
Total property acquisition, development and tenant asset expenditures
|
$
|
319,975
|
|
|
$
|
193,534
|
|
|
$
|
184,988
|
|
|
|
2017
|
|
2016
|
|
2015
|
New leases
|
|
$7.49
|
|
$6.10
|
|
$5.90
|
Renewal leases
|
|
$4.03
|
|
$3.88
|
|
$2.15
|
Expansion leases
|
|
$6.31
|
|
$5.51
|
|
$6.32
|
Item 7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
($ in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value
|
||||||||||||||||
Notes Payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
9,347
|
|
|
$
|
33,051
|
|
|
$
|
33,824
|
|
|
$
|
11,258
|
|
|
$
|
97,043
|
|
|
$
|
664,241
|
|
|
$
|
848,764
|
|
|
$
|
845,534
|
|
Average Interest Rate
|
3.92
|
%
|
|
3.95
|
%
|
|
5.27
|
%
|
|
3.73
|
%
|
|
4.21
|
%
|
|
3.74
|
%
|
|
3.86
|
%
|
|
|
|||||||||
Variable Rate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Average Interest Rate (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2.76
|
%
|
|
—
|
|
|
—
|
|
|
2.76
|
%
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2017
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
119,879
|
|
|
$
|
119,035
|
|
|
$
|
113,159
|
|
|
$
|
114,112
|
|
Income from unconsolidated joint ventures
|
581
|
|
|
40,320
|
|
|
2,461
|
|
|
3,753
|
|
||||
Gain (loss) on sale of investment properties
|
(70
|
)
|
|
119,832
|
|
|
(33
|
)
|
|
13,330
|
|
||||
Income from continuing operations
|
4,858
|
|
|
170,945
|
|
|
12,285
|
|
|
31,871
|
|
||||
Net income
|
4,858
|
|
|
170,945
|
|
|
12,285
|
|
|
31,871
|
|
||||
Net income available to common stockholders
|
4,751
|
|
|
168,089
|
|
|
12,067
|
|
|
31,368
|
|
||||
Basic and diluted net income per common share
|
$
|
0.01
|
|
|
$
|
0.40
|
|
|
$
|
0.03
|
|
|
$
|
0.07
|
|
|
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 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
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
(a)
|
1.
Financial Statements
|
A.
|
The following consolidated financial statements of the Registrant, together with the applicable report of independent registered public accounting firm, are filed as a part of this report:
|
|
|
Page Number
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets—December 31, 2017 and 2016
|
F-3
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015
|
F-4
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016, and 2015
|
F-5
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015
|
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, 2017
|
S-1 through S-3
|
(b)
|
Exhibits
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
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.
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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 7, 2018
|
|
||
|
|
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 and
|
|
February 7, 2018
|
Lawrence L. Gellerstedt III
|
|
Chairman of the Board
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Gregg D. Adzema
|
|
Executive Vice President and
|
|
February 7, 2018
|
Gregg D. Adzema
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ John D. Harris, Jr.
|
|
Senior Vice President, Chief
|
|
February 7, 2018
|
John D. Harris, Jr.
|
|
Accounting Officer, Treasurer and Assistant Secretary
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Charles T. Cannada
|
|
Director
|
|
February 7, 2018
|
Charles T. Cannada
|
|
|
|
|
|
|
|
|
|
/s/ Edward M. Casal
|
|
Director
|
|
February 7, 2018
|
Edward M. Casal
|
|
|
|
|
|
|
|
|
|
/s/ Robert M. Chapman
|
|
Director
|
|
February 7, 2018
|
Robert M. Chapman
|
|
|
|
|
|
|
|
|
|
/s/ Lillian C. Giornelli
|
|
Director
|
|
February 7, 2018
|
Lillian C. Giornelli
|
|
|
|
|
|
|
|
|
|
/s/ S. Taylor Glover
|
|
Lead Independent Director
|
|
February 7, 2018
|
S. Taylor Glover
|
|
|
|
|
|
|
|
|
|
/s/ Donna W. Hyland
|
|
Director
|
|
February 7, 2018
|
Donna W. Hyland
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 7, 2018
|
Brenda J. Mixson
|
|
|
|
|
Cousins Properties Incorporated
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets—December 31, 2017 and 2016
|
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016, and 2015
|
|
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016, and 2015
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016, and 2015
|
|
|
|
Notes to Consolidated Financial Statements
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
|
|||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
||||
Real estate assets:
|
|
|
|
||||
Operating properties, net of accumulated depreciation of $275,977 and $215,856 in 2017 and 2016, respectively
|
$
|
3,332,619
|
|
|
$
|
3,432,522
|
|
Projects under development
|
280,982
|
|
|
162,387
|
|
||
Land
|
4,221
|
|
|
4,221
|
|
||
|
3,617,822
|
|
|
3,599,130
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
148,929
|
|
|
35,687
|
|
||
Restricted cash
|
56,816
|
|
|
15,634
|
|
||
Notes and accounts receivable, net of allowance for doubtful accounts of $535 and $1,167 in 2017 and 2016, respectively
|
14,420
|
|
|
27,683
|
|
||
Deferred rents receivable
|
58,158
|
|
|
39,464
|
|
||
Investment in unconsolidated joint ventures
|
101,414
|
|
|
179,397
|
|
||
Intangible assets, net of accumulated amortization of $104,931 and $53,483 in 2017 and 2016, respectively
|
186,206
|
|
|
245,529
|
|
||
Other assets
|
20,854
|
|
|
29,083
|
|
||
Total assets
|
$
|
4,204,619
|
|
|
$
|
4,171,607
|
|
Liabilities:
|
|
|
|
||||
Notes payable
|
$
|
1,093,228
|
|
|
$
|
1,380,920
|
|
Accounts payable and accrued expenses
|
137,909
|
|
|
109,278
|
|
||
Deferred income
|
37,383
|
|
|
33,304
|
|
||
Intangible liabilities, net of accumulated amortization of $28,960 and $12,227 in 2017 and 2016, respectively
|
70,454
|
|
|
89,781
|
|
||
Other liabilities
|
40,534
|
|
|
44,084
|
|
||
Total liabilities
|
1,379,508
|
|
|
1,657,367
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Stockholders' investment:
|
|
|
|
||||
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 shares issued and outstanding in 2017 and 2016
|
6,867
|
|
|
6,867
|
|
||
Common stock, $1 par value, 700,000,000 shares authorized, 430,349,620 and 403,746,938 shares issued in 2017 and 2016, respectively
|
430,350
|
|
|
403,747
|
|
||
Additional paid-in capital
|
3,604,776
|
|
|
3,407,430
|
|
||
Treasury stock at cost, 10,329,082 shares in 2017 and 2016
|
(148,373
|
)
|
|
(148,373
|
)
|
||
Distributions in excess of cumulative net income
|
(1,121,647
|
)
|
|
(1,214,114
|
)
|
||
Total stockholders' investment
|
2,771,973
|
|
|
2,455,557
|
|
||
Nonredeemable noncontrolling interests
|
53,138
|
|
|
58,683
|
|
||
Total equity
|
2,825,111
|
|
|
2,514,240
|
|
||
Total liabilities and equity
|
$
|
4,204,619
|
|
|
$
|
4,171,607
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental property revenues
|
$
|
446,035
|
|
|
$
|
249,814
|
|
|
$
|
196,244
|
|
Fee income
|
8,632
|
|
|
8,347
|
|
|
7,297
|
|
|||
Other
|
11,518
|
|
|
1,050
|
|
|
828
|
|
|||
|
466,185
|
|
|
259,211
|
|
|
204,369
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Rental property operating expenses
|
163,882
|
|
|
96,908
|
|
|
82,545
|
|
|||
Reimbursed expenses
|
3,527
|
|
|
3,259
|
|
|
3,430
|
|
|||
General and administrative expenses
|
27,523
|
|
|
25,592
|
|
|
16,918
|
|
|||
Interest expense
|
33,524
|
|
|
26,650
|
|
|
22,735
|
|
|||
Depreciation and amortization
|
196,745
|
|
|
97,948
|
|
|
71,625
|
|
|||
Acquisition and transaction costs
|
1,661
|
|
|
24,521
|
|
|
299
|
|
|||
Other
|
1,796
|
|
|
5,888
|
|
|
1,181
|
|
|||
|
428,658
|
|
|
280,766
|
|
|
198,733
|
|
|||
Gain (loss) on extinguishment of debt
|
2,258
|
|
|
(5,180
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations before unconsolidated joint ventures and gain (loss) on sale of investment properties
|
39,785
|
|
|
(26,735
|
)
|
|
5,636
|
|
|||
Income from unconsolidated joint ventures
|
47,115
|
|
|
10,562
|
|
|
8,302
|
|
|||
Income (loss) from continuing operations before gain on sale of investment properties
|
86,900
|
|
|
(16,173
|
)
|
|
13,938
|
|
|||
Gain on sale of investment properties
|
133,059
|
|
|
77,114
|
|
|
80,394
|
|
|||
Income from continuing operations
|
219,959
|
|
|
60,941
|
|
|
94,332
|
|
|||
Income from discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations
|
—
|
|
|
19,163
|
|
|
31,848
|
|
|||
Loss on sale from discontinued operations
|
—
|
|
|
—
|
|
|
(551
|
)
|
|||
Income from discontinued operations
|
—
|
|
|
19,163
|
|
|
31,297
|
|
|||
Net income
|
219,959
|
|
|
80,104
|
|
|
125,629
|
|
|||
Net income attributable to noncontrolling interests
|
(3,684
|
)
|
|
(995
|
)
|
|
(111
|
)
|
|||
Net income available to common stockholders
|
$
|
216,275
|
|
|
$
|
79,109
|
|
|
$
|
125,518
|
|
Per common share information — basic:
|
|
|
|
|
|
||||||
Income from continuing operations for common stockholders
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
Income from discontinued operations for common stockholders
|
—
|
|
|
0.07
|
|
|
0.14
|
|
|||
Net income available to common stockholders
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
Per common share information — diluted:
|
|
|
|
|
|
||||||
Income from continuing operations for common stockholders
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
Income from discontinued operations for common stockholders
|
—
|
|
|
0.07
|
|
|
0.14
|
|
|||
Net income available to common stockholders
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
Weighted average shares — basic
|
415,610
|
|
|
253,895
|
|
|
215,827
|
|
|||
Weighted average shares — diluted
|
423,297
|
|
|
256,023
|
|
|
215,979
|
|
|||
Dividends declared per common share
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
|
|
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, 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
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,275
|
|
|
216,275
|
|
|
3,684
|
|
|
219,959
|
|
||||||||
Common stock offering, net of issuance costs
|
|
—
|
|
|
25,000
|
|
|
186,774
|
|
|
—
|
|
|
—
|
|
|
211,774
|
|
|
—
|
|
|
211,774
|
|
||||||||
Common stock issued pursuant to stock based
--
compensation
|
|
—
|
|
|
403
|
|
|
(279
|
)
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||||||
Spin-off of Parkway, Inc.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
545
|
|
|
—
|
|
|
545
|
|
||||||||
Common stock redemption by unit holders
|
|
—
|
|
|
1,203
|
|
|
8,865
|
|
|
—
|
|
|
—
|
|
|
10,068
|
|
|
(10,068
|
)
|
|
—
|
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(3
|
)
|
|
1,986
|
|
|
—
|
|
|
—
|
|
|
1,983
|
|
|
—
|
|
|
1,983
|
|
||||||||
Contributions from nonredeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,646
|
|
|
2,646
|
|
||||||||
Distributions to nonredeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,807
|
)
|
|
(1,807
|
)
|
||||||||
Common dividends ($0.30 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,353
|
)
|
|
(124,353
|
)
|
|
—
|
|
|
(124,353
|
)
|
||||||||
Balance December 31, 2017
|
|
$
|
6,867
|
|
|
$
|
430,350
|
|
|
$
|
3,604,776
|
|
|
$
|
(148,373
|
)
|
|
$
|
(1,121,647
|
)
|
|
$
|
2,771,973
|
|
|
$
|
53,138
|
|
|
$
|
2,825,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
219,959
|
|
|
$
|
80,104
|
|
|
$
|
125,629
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of investment properties
|
(133,059
|
)
|
|
(77,114
|
)
|
|
(79,843
|
)
|
|||
(Gain) loss on extinguishment of debt
|
(2,258
|
)
|
|
5,180
|
|
|
—
|
|
|||
Depreciation and amortization, including discontinued operations
|
196,745
|
|
|
145,293
|
|
|
135,462
|
|
|||
Amortization of deferred financing costs and premium/discount on notes payable
|
(2,139
|
)
|
|
(1,595
|
)
|
|
1,423
|
|
|||
Stock-based compensation expense, net of forfeitures
|
2,994
|
|
|
2,152
|
|
|
1,473
|
|
|||
Effect of non-cash adjustments to rental revenues
|
(40,410
|
)
|
|
(25,873
|
)
|
|
(26,475
|
)
|
|||
Income from unconsolidated joint ventures
|
(47,115
|
)
|
|
(10,562
|
)
|
|
(8,302
|
)
|
|||
Operating distributions from unconsolidated joint ventures
|
11,065
|
|
|
14,184
|
|
|
11,664
|
|
|||
Other
|
—
|
|
|
4,526
|
|
|
(263
|
)
|
|||
Changes in other operating assets and liabilities:
|
|
|
|
|
|
||||||
Change in other receivables and other assets, net
|
11,456
|
|
|
2,156
|
|
|
(10,937
|
)
|
|||
Change in operating liabilities
|
(5,589
|
)
|
|
(20,749
|
)
|
|
4,471
|
|
|||
Net cash provided by operating activities
|
211,649
|
|
|
117,702
|
|
|
154,302
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from investment property sales
|
370,944
|
|
|
622,643
|
|
|
225,307
|
|
|||
Proceeds from sale of interest in unconsolidated joint venture
|
12,514
|
|
|
—
|
|
|
—
|
|
|||
Property acquisition, development, and tenant asset expenditures
|
(319,975
|
)
|
|
(193,534
|
)
|
|
(184,988
|
)
|
|||
Investment in unconsolidated joint ventures
|
(20,080
|
)
|
|
(28,531
|
)
|
|
(9,985
|
)
|
|||
Purchase of tenant-in-common interest
|
(13,382
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions from unconsolidated joint ventures
|
75,506
|
|
|
949
|
|
|
4,651
|
|
|||
Cash and restricted cash acquired in merger with Parkway Properties, Inc.
|
—
|
|
|
93,753
|
|
|
—
|
|
|||
Investments in marketable securities
|
—
|
|
|
(21,190
|
)
|
|
—
|
|
|||
Change in notes receivable and other assets
|
6,583
|
|
|
(8,241
|
)
|
|
118
|
|
|||
Net cash provided by investing activities
|
112,110
|
|
|
465,849
|
|
|
35,103
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from credit facility
|
589,300
|
|
|
716,800
|
|
|
355,900
|
|
|||
Repayment of credit facility
|
(723,300
|
)
|
|
(674,800
|
)
|
|
(404,100
|
)
|
|||
Proceeds from notes payable
|
350,000
|
|
|
870,000
|
|
|
—
|
|
|||
Repayment of notes payable
|
(495,913
|
)
|
|
(907,300
|
)
|
|
(22,851
|
)
|
|||
Cash distributed to Parkway, Inc.
|
—
|
|
|
(192,755
|
)
|
|
—
|
|
|||
Payment of deferred financing costs
|
(2,074
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock issued, net of expenses
|
211,521
|
|
|
—
|
|
|
8
|
|
|||
Repurchase of common stock
|
—
|
|
|
(13,743
|
)
|
|
(47,790
|
)
|
|||
Common dividends paid
|
(99,151
|
)
|
|
(50,548
|
)
|
|
(69,196
|
)
|
|||
Contributions from noncontrolling interests
|
2,646
|
|
|
4,126
|
|
|
—
|
|
|||
Distributions to nonredeemable noncontrolling interests
|
(1,807
|
)
|
|
(286,122
|
)
|
|
(111
|
)
|
|||
Other
|
(557
|
)
|
|
(4,195
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(169,335
|
)
|
|
(538,537
|
)
|
|
(188,140
|
)
|
|||
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
154,424
|
|
|
45,014
|
|
|
1,265
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
|
51,321
|
|
|
6,307
|
|
|
5,042
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
|
$
|
205,745
|
|
|
$
|
51,321
|
|
|
$
|
6,307
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Real estate assets
|
$
|
3,429,895
|
|
Cash
|
63,193
|
|
|
Restricted cash
|
30,560
|
|
|
Notes and other receivables
|
35,945
|
|
|
Investment in unconsolidated joint ventures
|
68,432
|
|
|
Intangible assets
|
329,894
|
|
|
Other assets
|
10,491
|
|
|
|
3,968,410
|
|
|
|
|
||
Notes payable
|
1,473,810
|
|
|
Accounts payable and accrued expenses
|
133,839
|
|
|
Intangible liabilities
|
106,480
|
|
|
Other liabilities
|
11,936
|
|
|
Nonredeemable noncontrolling interests (excluding CPLP)
|
292,337
|
|
|
|
2,018,402
|
|
|
|
|
||
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
|
||||
Rental property revenues
|
|
$
|
136,927
|
|
|
$
|
176,828
|
|
Rental property operating expenses
|
|
(58,336
|
)
|
|
(73,630
|
)
|
||
Other revenues
|
|
288
|
|
|
450
|
|
||
Interest expense
|
|
(6,022
|
)
|
|
(7,988
|
)
|
||
Depreciation and amortization
|
|
(47,345
|
)
|
|
(63,791
|
)
|
||
Other expenses
|
|
(6,349
|
)
|
|
(21
|
)
|
||
Income from discontinued operations
|
|
$
|
19,163
|
|
|
$
|
31,848
|
|
|
|
|
|
|
||||
Loss on sale of discontinued operations, net
|
|
$
|
—
|
|
|
$
|
(551
|
)
|
|
|
|
|
|
||||
Cash provided by operating activities
|
|
$
|
42,604
|
|
|
$
|
76,395
|
|
Cash used in investing activities
|
|
$
|
(30,067
|
)
|
|
$
|
(55,085
|
)
|
Property
|
|
Property Type
|
|
Location
|
|
Square Feet
|
|
Sales Price
|
|||
2017
|
|
|
|
|
|
|
|
|
|||
American Cancer Society Center
|
|
Office
|
|
Atlanta, GA
|
|
996,000
|
|
|
$
|
166,000
|
|
Bank of America Center, One Orlando Centre,
--
and Citrus Center
|
|
Office
|
|
Orlando, FL
|
|
1,038,000
|
|
|
$
|
208,100
|
|
2016
|
|
|
|
|
|
|
|
|
|||
Post Oak Central
|
|
Office
|
|
Houston, TX
|
|
1,280,000
|
|
|
(1
|
)
|
|
Greenway Plaza
|
|
Office
|
|
Houston, TX
|
|
4,348,000
|
|
|
(1
|
)
|
|
191 Peachtree
|
|
Office
|
|
Atlanta, GA
|
|
1,225,000
|
|
|
$
|
267,500
|
|
Two Liberty Place
|
|
Office
|
|
Philadelphia, PA
|
|
941,000
|
|
|
$
|
219,000
|
|
Lincoln Place
|
|
Office
|
|
Miami, FL
|
|
140,000
|
|
|
$
|
80,000
|
|
The Forum
|
|
Office
|
|
Atlanta, GA
|
|
220,000
|
|
|
$
|
70,000
|
|
100 North Point Center East
|
|
Office
|
|
Atlanta, GA
|
|
129,000
|
|
|
$
|
22,000
|
|
|
|
|
|
|
|
|
|
|
|||
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
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
Notes receivable
|
$
|
465
|
|
|
$
|
3,921
|
|
Allowance for doubtful accounts related to notes receivable
|
—
|
|
|
(414
|
)
|
||
Tenant and other receivables
|
14,490
|
|
|
24,929
|
|
||
Allowance for doubtful accounts related to tenant and other receivables
|
(535
|
)
|
|
(753
|
)
|
||
|
$
|
14,420
|
|
|
$
|
27,683
|
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity (Deficit)
|
|
Company's Investment
|
|
||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||||||||||
Terminus Office Holdings
|
$
|
261,999
|
|
|
$
|
268,242
|
|
|
$
|
203,131
|
|
|
$
|
207,545
|
|
|
$
|
48,033
|
|
|
$
|
49,476
|
|
|
$
|
24,898
|
|
|
$
|
25,686
|
|
|
DC Charlotte Plaza LLLP
|
53,791
|
|
|
17,940
|
|
|
—
|
|
|
—
|
|
|
42,853
|
|
|
17,073
|
|
|
22,293
|
|
|
8,937
|
|
|
||||||||
Carolina Square Holdings LP
|
106,580
|
|
|
66,922
|
|
|
64,412
|
|
|
23,741
|
|
|
33,648
|
|
|
34,173
|
|
|
19,384
|
|
|
18,325
|
|
|
||||||||
Charlotte Gateway Village, LLC
|
124,691
|
|
|
119,054
|
|
|
—
|
|
|
—
|
|
|
121,386
|
|
|
116,809
|
|
|
14,568
|
|
|
11,796
|
|
|
||||||||
HICO Victory Center LP
|
14,403
|
|
|
14,124
|
|
|
—
|
|
|
—
|
|
|
14,401
|
|
|
13,869
|
|
|
9,752
|
|
|
9,506
|
|
|
||||||||
HICO Avalon II, LLC
|
6,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,303
|
|
|
—
|
|
|
4,931
|
|
|
—
|
|
|
||||||||
CL Realty, L.L.C.
|
8,287
|
|
|
8,047
|
|
|
—
|
|
|
—
|
|
|
8,127
|
|
|
7,899
|
|
|
2,980
|
|
|
3,644
|
|
|
||||||||
AMCO 120 WT Holdings, LLC
|
18,066
|
|
|
10,446
|
|
|
—
|
|
|
—
|
|
|
16,354
|
|
|
9,136
|
|
|
1,664
|
|
|
184
|
|
|
||||||||
Temco Associates, LLC
|
4,441
|
|
|
4,368
|
|
|
—
|
|
|
—
|
|
|
4,337
|
|
|
4,253
|
|
|
875
|
|
|
829
|
|
|
||||||||
EP II LLC
|
277
|
|
|
67,754
|
|
|
—
|
|
|
44,969
|
|
|
180
|
|
|
21,743
|
|
|
44
|
|
|
17,606
|
|
|
||||||||
EP I LLC
|
521
|
|
|
78,537
|
|
|
—
|
|
|
58,029
|
|
|
319
|
|
|
18,962
|
|
|
25
|
|
|
18,551
|
|
|
||||||||
Courvoisier Centre JV, LLC
|
—
|
|
|
172,197
|
|
|
—
|
|
|
106,500
|
|
|
—
|
|
|
69,479
|
|
|
—
|
|
|
11,782
|
|
|
||||||||
111 West Rio Building
|
—
|
|
|
59,399
|
|
|
—
|
|
|
12,852
|
|
|
—
|
|
|
32,855
|
|
|
—
|
|
|
52,206
|
|
|
||||||||
Wildwood Associates
|
16,337
|
|
|
16,351
|
|
|
—
|
|
|
—
|
|
|
16,297
|
|
|
16,314
|
|
|
(1,151
|
)
|
(1)
|
(1,143
|
)
|
(1)
|
||||||||
Crawford Long - CPI, LLC
|
27,362
|
|
|
27,523
|
|
|
71,047
|
|
|
72,822
|
|
|
(44,815
|
)
|
|
(45,928
|
)
|
|
(21,323
|
)
|
(1)
|
(21,866
|
)
|
(1)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|
||||||||
|
$
|
643,134
|
|
|
$
|
930,904
|
|
|
$
|
338,590
|
|
|
$
|
526,458
|
|
|
$
|
267,423
|
|
|
$
|
366,113
|
|
|
$
|
78,940
|
|
|
$
|
156,388
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Net
Income (Loss)
|
||||||||||||||||||||||||||||||
SUMMARY OF OPERATIONS
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
EP I LLC
|
$
|
4,123
|
|
|
$
|
12,239
|
|
|
$
|
12,558
|
|
|
$
|
45,115
|
|
|
$
|
2,294
|
|
|
$
|
3,177
|
|
|
$
|
28,667
|
|
|
$
|
1,684
|
|
|
$
|
2,197
|
|
EP II LLC
|
2,644
|
|
|
5,376
|
|
|
1,264
|
|
|
13,008
|
|
|
(1,187
|
)
|
|
(638
|
)
|
|
9,756
|
|
|
(878
|
)
|
|
(466
|
)
|
|||||||||
Charlotte Gateway Village, LLC
|
26,465
|
|
|
34,156
|
|
|
33,724
|
|
|
9,528
|
|
|
14,536
|
|
|
12,737
|
|
|
4,764
|
|
|
2,194
|
|
|
1,183
|
|
|||||||||
Terminus Office Holdings
|
43,959
|
|
|
42,386
|
|
|
40,250
|
|
|
6,307
|
|
|
4,608
|
|
|
2,789
|
|
|
3,153
|
|
|
2,303
|
|
|
1,395
|
|
|||||||||
Crawford Long - CPI, LLC
|
12,079
|
|
|
12,113
|
|
|
12,291
|
|
|
3,171
|
|
|
2,743
|
|
|
2,820
|
|
|
1,572
|
|
|
1,372
|
|
|
1,416
|
|
|||||||||
CL Realty, L.L.C.
|
2,964
|
|
|
567
|
|
|
855
|
|
|
2,668
|
|
|
237
|
|
|
424
|
|
|
536
|
|
|
128
|
|
|
220
|
|
|||||||||
Courvoisier Centre JV, LLC
|
15,106
|
|
|
3,968
|
|
|
—
|
|
|
(1,750
|
)
|
|
(489
|
)
|
|
—
|
|
|
521
|
|
|
(93
|
)
|
|
—
|
|
|||||||||
Carolina Square Holdings LP
|
2,701
|
|
|
58
|
|
|
—
|
|
|
(532
|
)
|
|
9
|
|
|
—
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|||||||||
HICO Victory Center LP
|
429
|
|
|
383
|
|
|
262
|
|
|
431
|
|
|
376
|
|
|
204
|
|
|
225
|
|
|
187
|
|
|
102
|
|
|||||||||
Temco Associates, LLC
|
192
|
|
|
1,343
|
|
|
9,485
|
|
|
123
|
|
|
440
|
|
|
2,358
|
|
|
46
|
|
|
502
|
|
|
2,351
|
|
|||||||||
DC Charlotte Plaza LLLP
|
2
|
|
|
47
|
|
|
—
|
|
|
2
|
|
|
45
|
|
|
—
|
|
|
1
|
|
|
24
|
|
|
—
|
|
|||||||||
HICO Avalon II, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
AMCO 120 WT Holdings, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Wildwood Associates
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
(140
|
)
|
|
(120
|
)
|
|
(58
|
)
|
|
(70
|
)
|
|
(59
|
)
|
|||||||||
111 West Rio Building
|
—
|
|
|
4,219
|
|
|
—
|
|
|
—
|
|
|
3,926
|
|
|
—
|
|
|
(2,590
|
)
|
|
2,906
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
303
|
|
|
(37
|
)
|
|||||||||
|
$
|
110,664
|
|
|
$
|
116,855
|
|
|
$
|
110,689
|
|
|
$
|
77,944
|
|
|
$
|
27,398
|
|
|
$
|
23,711
|
|
|
$
|
47,115
|
|
|
$
|
10,562
|
|
|
$
|
8,302
|
|
|
|
2017
|
|
2016
|
||||
In-place leases, net of accumulated amortization of $91,548 and $46,899 in 2017 and 2016, respectively
|
|
$
|
139,548
|
|
|
$
|
185,251
|
|
Above-market tenant leases, net of accumulated amortization of $13,038 and $6,515 in 2017 and 2016, respectively
|
|
26,917
|
|
|
40,260
|
|
||
Below-market ground lease, net of accumulated amortization of $345 and $69 in 2017 and 2016, respectively
|
|
18,067
|
|
|
18,344
|
|
||
Goodwill
|
|
1,674
|
|
|
1,674
|
|
||
|
|
$
|
186,206
|
|
|
$
|
245,529
|
|
|
Below Market
Rents |
|
Above Market
Ground Lease |
|
Below Market Ground Lease
|
|
Above Market
Rents |
|
In Place Leases
|
|
Total
|
||||||||||||
2018
|
$
|
(13,464
|
)
|
|
$
|
(46
|
)
|
|
$
|
481
|
|
|
$
|
6,364
|
|
|
$
|
33,455
|
|
|
$
|
26,790
|
|
2019
|
(11,914
|
)
|
|
(46
|
)
|
|
464
|
|
|
5,438
|
|
|
26,563
|
|
|
20,505
|
|
||||||
2020
|
(10,817
|
)
|
|
(46
|
)
|
|
449
|
|
|
4,537
|
|
|
21,693
|
|
|
15,816
|
|
||||||
2021
|
(9,036
|
)
|
|
(46
|
)
|
|
435
|
|
|
3,444
|
|
|
16,745
|
|
|
11,542
|
|
||||||
2022
|
(6,402
|
)
|
|
(46
|
)
|
|
421
|
|
|
2,348
|
|
|
11,529
|
|
|
7,850
|
|
||||||
Thereafter
|
(17,056
|
)
|
|
(1,535
|
)
|
|
15,817
|
|
|
4,786
|
|
|
29,563
|
|
|
31,575
|
|
||||||
|
$
|
(68,689
|
)
|
|
$
|
(1,765
|
)
|
|
$
|
18,067
|
|
|
$
|
26,917
|
|
|
$
|
139,548
|
|
|
$
|
114,078
|
|
Weighted average remaining lease term
|
4 years
|
|
|
38 years
|
|
|
66 years
|
|
|
4 years
|
|
|
5 years
|
|
|
14 years
|
|
|
2017
|
|
2016
|
||||
Beginning Balance
|
$
|
1,674
|
|
|
$
|
3,647
|
|
Allocated to property sales and Spin-Off
|
—
|
|
|
(1,973
|
)
|
||
Ending Balance
|
$
|
1,674
|
|
|
$
|
1,674
|
|
|
|
2017
|
|
2016
|
||||
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $21,925 and $23,135 in 2017 and 2016, respectively
|
|
$
|
12,241
|
|
|
$
|
15,773
|
|
Prepaid expenses and other assets
|
|
3,902
|
|
|
8,432
|
|
||
Lease inducements, net of accumulated amortization of $978 and $1,278 in 2017 and 2016, respectively
|
|
3,126
|
|
|
2,517
|
|
||
Line of credit deferred financing costs, net of accumulated amortization of $3,119 and $2,264 in 2017 and 2016, respectively
|
|
1,213
|
|
|
2,182
|
|
||
Predevelopment costs and earnest money
|
|
372
|
|
|
179
|
|
||
|
|
$
|
20,854
|
|
|
$
|
29,083
|
|
Description
|
|
Interest Rate
|
|
Maturity *
|
|
2017
|
|
2016
|
||||
Term Loan, unsecured
|
|
2.76%
|
|
2021
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Senior Notes, unsecured
|
|
3.91%
|
|
2025
|
|
250,000
|
|
|
—
|
|
||
Fifth Third Center
|
|
3.37%
|
|
2026
|
|
146,557
|
|
|
149,516
|
|
||
Colorado Tower
|
|
3.45%
|
|
2026
|
|
120,000
|
|
|
120,000
|
|
||
Promenade
|
|
4.27%
|
|
2022
|
|
102,355
|
|
|
105,342
|
|
||
Senior Notes, unsecured
|
|
4.09%
|
|
2027
|
|
100,000
|
|
|
—
|
|
||
816 Congress
|
|
3.75%
|
|
2024
|
|
83,304
|
|
|
84,872
|
|
||
Meridian Mark Plaza
|
|
6.00%
|
|
2020
|
|
24,038
|
|
|
24,522
|
|
||
The Pointe
|
|
4.01%
|
|
2019
|
|
22,510
|
|
|
22,945
|
|
||
Credit Facility, unsecured
|
|
2.66%
|
|
2019
|
|
—
|
|
|
134,000
|
|
||
One Eleven Congress
|
|
6.08%
|
|
2017
|
|
—
|
|
|
128,000
|
|
||
The American Cancer Society Center
|
|
6.45%
|
|
2017
|
|
—
|
|
|
127,508
|
|
||
San Jacinto
|
|
6.05%
|
|
2017
|
|
—
|
|
|
101,000
|
|
||
3344 Peachtree
|
|
4.75%
|
|
2017
|
|
—
|
|
|
78,971
|
|
||
Two Buckhead Plaza
|
|
6.43%
|
|
2017
|
|
—
|
|
|
52,000
|
|
||
|
|
|
|
|
|
$
|
1,098,764
|
|
|
$
|
1,378,676
|
|
Unamortized premium, net
|
|
|
|
|
|
219
|
|
|
6,792
|
|
||
Unamortized loan costs
|
|
|
|
|
|
(5,755
|
)
|
|
(4,548
|
)
|
||
Total Notes Payable
|
|
|
|
|
|
$
|
1,093,228
|
|
|
$
|
1,380,920
|
|
•
|
Increasing the size from
$500 million
to
$1 billion
;
|
•
|
Extending the maturity date from May 28, 2019 to January 3, 2023;
|
•
|
Reducing certain per annum variable interest rate spreads and other fees;
|
•
|
Providing for the expansion of the New Facility by an additional
$500 million
for total availability of
$1.5 billion
, subject to receipt of additional commitments from lenders and other customary conditions;
|
•
|
Decreasing the minimum spread over LIBOR
1.10%
to
1.05%
;
|
•
|
Removing the
$90
million investment entity cap;
|
•
|
Removing the Unsecured Debt Limit and replacing it with an unsecured leverage ratio limit;
|
•
|
Removing the Minimum Shareholder's Equity requirement;
|
•
|
Decreasing the Consolidated Unencumbered Interest Coverage ratio from
2.0
to
1.75
; and
|
•
|
Removing the Consolidated Secured Recourse Debt Limitation and replacing it with maintaining a Secured Leverage Ratio of
40%
or less.
|
Leverage Ratio
|
|
Applicable % Spread for LIBOR Loans
|
|
Applicable % Spread for Base Rate Loans
|
|
Annual Facility Fee %
|
≤ 35%
|
|
1.05%
|
|
0.10%
|
|
0.15%
|
> 35% but ≤ 40%
|
|
1.10%
|
|
0.15%
|
|
0.20%
|
> 40% but ≤ 45%
|
|
1.20%
|
|
0.20%
|
|
0.20%
|
> 45% but ≤ 50%
|
|
1.20%
|
|
0.20%
|
|
0.25%
|
> 50%
|
|
1.45%
|
|
0.45%
|
|
0.30%
|
–
|
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.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total interest incurred
|
$
|
42,767
|
|
|
$
|
31,347
|
|
|
$
|
26,314
|
|
Interest capitalized
|
(9,243
|
)
|
|
(4,697
|
)
|
|
(3,579
|
)
|
|||
Total interest expense
|
$
|
33,524
|
|
|
$
|
26,650
|
|
|
$
|
22,735
|
|
2018
|
$
|
9,347
|
|
2019
|
33,052
|
|
|
2020
|
33,824
|
|
|
2021
|
261,258
|
|
|
2022
|
97,042
|
|
|
Thereafter
|
664,241
|
|
|
|
$
|
1,098,764
|
|
2018
|
$
|
2,669
|
|
2019
|
2,569
|
|
|
2020
|
2,474
|
|
|
2021
|
2,453
|
|
|
2022
|
2,396
|
|
|
Thereafter
|
195,721
|
|
|
|
$
|
208,282
|
|
|
2017
|
|
2016
|
|
2015
|
|||||
Common and preferred dividends
|
$
|
99,139
|
|
|
$
|
1,077,179
|
|
|
69,162
|
|
Dividends treated as taxable compensation
|
(130
|
)
|
|
(92
|
)
|
|
(94
|
)
|
||
Portion of dividends declared in current year, and paid in current year, which was applied to the prior year distribution requirements
|
—
|
|
|
—
|
|
|
(731
|
)
|
||
Portion of dividends declared in subsequent year, and paid in subsequent year, which apply to current year distribution requirements
|
—
|
|
|
—
|
|
|
—
|
|
||
Dividends in excess of current year REIT distribution requirements
|
—
|
|
|
(827,005
|
)
|
|
—
|
|
||
Dividends applied to meet current year REIT distribution requirements
|
$
|
99,009
|
|
|
$
|
250,082
|
|
|
68,337
|
|
|
Total
Distributions Per Share |
|
Ordinary
Dividends |
|
Long-Term
Capital Gain |
|
Unrecaptured
Section 1250 Gain (1) |
|
Nondividend Distributions
|
|
AMT Adjustment (2)
|
||||||||||||
Common:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
$
|
0.240000
|
|
|
$
|
0.093312
|
|
|
$
|
0.146688
|
|
|
$
|
0.070522
|
|
|
$
|
—
|
|
|
$
|
0.017756
|
|
2016
|
$
|
2.853075
|
|
|
$
|
0.079661
|
|
|
$
|
0.582778
|
|
|
$
|
0.100934
|
|
|
$
|
2.190636
|
|
|
$
|
—
|
|
2015
|
$
|
0.320000
|
|
|
$
|
0.161738
|
|
|
$
|
0.158262
|
|
|
$
|
0.097271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents a portion of the dividend allocated to long-term capital gain.
|
(2)
|
The Company has apportioned certain 2017 alternative minimum tax adjustments to its shareholders. Individual taxpayers should refer to Internal Revenue Service Form 6251, Alternative Minimum Tax - Individuals. Corporate taxpayers should refer to Internal Revenue Service Form 4626, Alternative Minimum Tax - Corporations.
|
2018
|
|
$
|
307,290
|
|
2019
|
|
324,234
|
|
|
2020
|
|
311,676
|
|
|
2021
|
|
287,153
|
|
|
2022
|
|
249,854
|
|
|
Thereafter
|
|
1,037,109
|
|
|
|
|
$
|
2,517,316
|
|
•
|
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, 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 Merger and Spin-Off
|
1,222
|
|
|
11.78
|
|
|
Exercised
|
(2
|
)
|
|
8.35
|
|
|
Forfeited/Expired
|
(721
|
)
|
|
27.24
|
|
|
Outstanding at December 31, 2016
|
2,262
|
|
|
10.82
|
|
|
Exercised
|
(577
|
)
|
|
7.51
|
|
|
Forfeited/Expired
|
(756
|
)
|
|
18.47
|
|
|
Outstanding at December 31, 2017
|
929
|
|
|
$
|
6.59
|
|
Options Exercisable at December 31, 2017
|
929
|
|
|
$
|
6.59
|
|
|
Number of
Shares
(000s)
|
|
Weighted-Average Grant Date
Fair Value
|
|||
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
|
|
|
Granted
|
308
|
|
|
8.63
|
|
|
Vested
|
(214
|
)
|
|
7.50
|
|
|
Forfeited
|
(8
|
)
|
|
6.53
|
|
|
Non-vested restricted stock at December 31, 2017
|
557
|
|
|
$
|
7.93
|
|
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
|
|
Granted
|
399
|
|
Vested
|
(576
|
)
|
Forfeited
|
(12
|
)
|
Outstanding at December 31, 2017
|
1,084
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Federal income tax benefit (expense)
|
$
|
47
|
|
|
35
|
%
|
|
$
|
(1,159
|
)
|
|
(35
|
)%
|
|
$
|
778
|
|
|
35
|
%
|
State income tax benefit (expense), net of federal income tax effect
|
5
|
|
|
4
|
%
|
|
(132
|
)
|
|
(4
|
)%
|
|
90
|
|
|
4
|
%
|
|||
Change in deferred tax assets as a result of change in tax law
|
(340
|
)
|
|
(254
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Valuation allowance
|
283
|
|
|
211
|
%
|
|
1,282
|
|
|
39
|
%
|
|
(833
|
)
|
|
(37
|
)%
|
|||
Other
|
5
|
|
|
4
|
%
|
|
9
|
|
|
—
|
%
|
|
(35
|
)
|
|
(2
|
)%
|
|||
Benefit applicable to income (loss) from continuing operations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
2017
|
|
2016
|
||||
Income from unconsolidated joint ventures
|
$
|
19
|
|
|
$
|
(188
|
)
|
Federal and state tax carryforwards
|
590
|
|
|
514
|
|
||
Total deferred tax assets
|
609
|
|
|
326
|
|
||
Valuation allowance
|
(609
|
)
|
|
(326
|
)
|
||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Earnings per common share - basic:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
219,959
|
|
|
$
|
60,941
|
|
|
$
|
94,332
|
|
Net income attributable to noncontrolling interests in the CPLP from continuing operations
|
|
(3,681
|
)
|
|
(784
|
)
|
|
—
|
|
|||
Net income attributable to other noncontrolling interests from continuing operations
|
|
(3
|
)
|
|
(211
|
)
|
|
(111
|
)
|
|||
Income from continuing operations available for common stockholders
|
|
216,275
|
|
|
59,946
|
|
|
94,221
|
|
|||
Income from discontinued operations
|
|
—
|
|
|
19,163
|
|
|
31,297
|
|
|||
Net income available for common stockholders
|
|
$
|
216,275
|
|
|
$
|
79,109
|
|
|
$
|
125,518
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares - basic
|
|
415,610
|
|
|
253,895
|
|
|
215,827
|
|
|||
Earnings per common share - basic:
|
|
|
|
|
|
|
||||||
Income from continuing operations available for common stockholders
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
Income from discontinued operations available for common stockholders
|
|
—
|
|
|
0.07
|
|
|
0.14
|
|
|||
Net income available for common stockholders
|
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share - diluted:
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
219,959
|
|
|
$
|
60,941
|
|
|
$
|
94,332
|
|
Net income attributable to other noncontrolling interests from continuing operations
|
|
(3
|
)
|
|
(211
|
)
|
|
(111
|
)
|
|||
Income from continuing operations available for common stockholders
|
|
219,956
|
|
|
60,730
|
|
|
94,221
|
|
|||
Income from discontinued operations available for common stockholders
|
|
—
|
|
|
19,163
|
|
|
31,297
|
|
|||
Net income available for common stockholders before net income attributable to noncontrolling interests in CPLP
|
|
$
|
219,956
|
|
|
$
|
79,893
|
|
|
$
|
125,518
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares - basic
|
|
415,610
|
|
|
253,895
|
|
|
215,827
|
|
|||
Add:
|
|
|
|
|
|
|
||||||
Potential dilutive common shares - stock options
|
|
312
|
|
|
178
|
|
|
152
|
|
|||
Weighted average units of CPLP convertible into common shares
|
|
7,375
|
|
|
1,950
|
|
|
—
|
|
|||
Weighted average common shares - diluted
|
|
423,297
|
|
|
256,023
|
|
|
215,979
|
|
|||
Earnings per common share - diluted:
|
|
|
|
|
|
|
||||||
Income from continuing operations available for common stockholders
|
|
$
|
0.52
|
|
|
$
|
0.24
|
|
|
$
|
0.44
|
|
Income from discontinued operations available for common stockholders
|
|
—
|
|
|
0.07
|
|
|
0.14
|
|
|||
Net income available for common stockholders
|
|
$
|
0.52
|
|
|
$
|
0.31
|
|
|
$
|
0.58
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest paid, net of amounts capitalized
|
$
|
30,572
|
|
|
$
|
32,215
|
|
|
$
|
29,337
|
|
Income taxes paid
|
—
|
|
|
—
|
|
|
2
|
|
|||
Non-Cash Transactions:
|
|
|
|
|
|
||||||
Transfer from investment in unconsolidated joint venture to operating properties
|
68,498
|
|
|
—
|
|
|
—
|
|
|||
Transfer from projects under development to operating properties
|
58,928
|
|
|
—
|
|
|
121,709
|
|
|||
Common stock dividends declared
|
25,202
|
|
|
—
|
|
|
—
|
|
|||
Change in accrued property acquisition, development, and tenant asset expenditures
|
5,965
|
|
|
7,918
|
|
|
(2,483
|
)
|
|||
Non-cash assets and liabilities assumed in Merger
|
—
|
|
|
1,856,255
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|||
Transfer from investment in unconsolidated joint ventures to projects under development
|
—
|
|
|
5,880
|
|
|
—
|
|
|||
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents
|
$
|
148,929
|
|
|
$
|
35,687
|
|
|
$
|
2,003
|
|
Restricted cash
|
56,816
|
|
|
15,634
|
|
|
4,304
|
|
|||
Total cash, cash equivalents, and restricted cash
|
$
|
205,745
|
|
|
$
|
51,321
|
|
|
$
|
6,307
|
|
Year ended December 31, 2017
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Atlanta
|
|
$
|
109,706
|
|
|
$
|
3,278
|
|
|
$
|
—
|
|
|
$
|
112,984
|
|
Charlotte
|
|
62,708
|
|
|
—
|
|
|
—
|
|
|
62,708
|
|
||||
Austin
|
|
58,648
|
|
|
—
|
|
|
—
|
|
|
58,648
|
|
||||
Phoenix
|
|
34,074
|
|
|
—
|
|
|
—
|
|
|
34,074
|
|
||||
Tampa
|
|
29,426
|
|
|
—
|
|
|
—
|
|
|
29,426
|
|
||||
Orlando
|
|
13,029
|
|
|
—
|
|
|
—
|
|
|
13,029
|
|
||||
Other
|
|
1,632
|
|
|
705
|
|
|
—
|
|
|
2,337
|
|
||||
Total Net Operating Income
|
|
$
|
309,223
|
|
|
$
|
3,983
|
|
|
$
|
—
|
|
|
$
|
313,206
|
|
Year ended December 31, 2016
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Net Operating Income:
|
|
|
|
|
|
|
|
|
||||||||
Atlanta
|
|
$
|
98,032
|
|
|
$
|
7,411
|
|
|
$
|
—
|
|
|
$
|
105,443
|
|
Houston
|
|
78,590
|
|
|
—
|
|
|
—
|
|
|
78,590
|
|
||||
Austin
|
|
29,865
|
|
|
—
|
|
|
—
|
|
|
29,865
|
|
||||
Charlotte
|
|
28,418
|
|
|
—
|
|
|
—
|
|
|
28,418
|
|
||||
Tampa
|
|
7,130
|
|
|
—
|
|
|
—
|
|
|
7,130
|
|
||||
Phoenix
|
|
6,067
|
|
|
—
|
|
|
—
|
|
|
6,067
|
|
||||
Orlando
|
|
3,265
|
|
|
—
|
|
|
—
|
|
|
3,265
|
|
||||
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
|
|
||||
Charlotte
|
|
16,164
|
|
|
—
|
|
|
—
|
|
|
16,164
|
|
||||
Austin
|
|
15,294
|
|
|
—
|
|
|
—
|
|
|
15,294
|
|
||||
Other
|
|
7,104
|
|
|
—
|
|
|
168
|
|
|
7,272
|
|
||||
Total Net Operating Income
|
|
$
|
235,210
|
|
|
$
|
5,854
|
|
|
$
|
168
|
|
|
$
|
241,232
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
219,959
|
|
|
$
|
80,104
|
|
|
$
|
125,629
|
|
Net operating income from unconsolidated joint ventures
|
31,053
|
|
|
28,785
|
|
|
24,335
|
|
|||
Net operating income from discontinued operations
|
—
|
|
|
78,591
|
|
|
103,198
|
|
|||
Fee income
|
(8,632
|
)
|
|
(8,347
|
)
|
|
(7,297
|
)
|
|||
Other income
|
(11,518
|
)
|
|
(1,050
|
)
|
|
(828
|
)
|
|||
Reimbursed expenses
|
3,527
|
|
|
3,259
|
|
|
3,430
|
|
|||
General and administrative expenses
|
27,523
|
|
|
25,592
|
|
|
16,918
|
|
|||
Interest expense
|
33,524
|
|
|
26,650
|
|
|
22,735
|
|
|||
Depreciation and amortization
|
196,745
|
|
|
97,948
|
|
|
71,625
|
|
|||
Acquisition and transaction costs
|
1,661
|
|
|
24,521
|
|
|
299
|
|
|||
Other expenses
|
1,796
|
|
|
5,888
|
|
|
1,181
|
|
|||
(Gain) loss on extinguishment of debt
|
(2,258
|
)
|
|
5,180
|
|
|
—
|
|
|||
Income from unconsolidated joint ventures
|
(47,115
|
)
|
|
(10,562
|
)
|
|
(8,302
|
)
|
|||
Gain on sale of investment properties
|
(133,059
|
)
|
|
(77,114
|
)
|
|
(80,394
|
)
|
|||
Income from discontinued operations
|
—
|
|
|
(19,163
|
)
|
|
(31,297
|
)
|
|||
Net Operating Income
|
$
|
313,206
|
|
|
$
|
260,282
|
|
|
$
|
241,232
|
|
Year ended December 31, 2017
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Atlanta
|
|
$
|
176,190
|
|
|
$
|
5,237
|
|
|
$
|
—
|
|
|
$
|
181,427
|
|
Austin
|
|
100,939
|
|
|
—
|
|
|
—
|
|
|
100,939
|
|
||||
Charlotte
|
|
91,434
|
|
|
—
|
|
|
—
|
|
|
91,434
|
|
||||
Orlando
|
|
24,862
|
|
|
—
|
|
|
—
|
|
|
24,862
|
|
||||
Tampa
|
|
47,402
|
|
|
—
|
|
|
—
|
|
|
47,402
|
|
||||
Phoenix
|
|
46,186
|
|
|
—
|
|
|
—
|
|
|
46,186
|
|
||||
Other
|
|
3,021
|
|
|
999
|
|
|
—
|
|
|
4,020
|
|
||||
Total segment revenues
|
|
490,034
|
|
|
6,236
|
|
|
—
|
|
|
496,270
|
|
||||
Company's share of rental property revenues from unconsolidated joint ventures
|
|
43,999
|
|
|
6,236
|
|
|
—
|
|
|
50,235
|
|
||||
Total rental property revenues
|
|
$
|
446,035
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
446,035
|
|
Year ended December 31, 2016
|
|
Office
|
|
Mixed-Use
|
|
Other
|
|
Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Atlanta
|
|
$
|
160,540
|
|
|
$
|
13,043
|
|
|
$
|
—
|
|
|
$
|
173,583
|
|
Houston
|
|
136,926
|
|
|
—
|
|
|
—
|
|
|
136,926
|
|
||||
Austin
|
|
52,769
|
|
|
—
|
|
|
—
|
|
|
52,769
|
|
||||
Charlotte
|
|
39,448
|
|
|
—
|
|
|
—
|
|
|
39,448
|
|
||||
Tampa
|
|
10,994
|
|
|
—
|
|
|
—
|
|
|
10,994
|
|
||||
Phoenix
|
|
8,902
|
|
|
—
|
|
|
—
|
|
|
8,902
|
|
||||
Orlando
|
|
5,896
|
|
|
—
|
|
|
—
|
|
|
5,896
|
|
||||
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
|
|
|
|
|
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 2017 Statement of Operations is Computed (c)
|
||||||||||||||||||
OPERATING PROPERTIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Colorado Tower
|
119,165
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
120,853
|
|
|
1,600
|
|
|
120,853
|
|
|
122,453
|
|
|
16,599
|
|
|
2013
|
|
2013
|
|
30 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
816 Congress
|
82,742
|
|
|
6,817
|
|
|
89,891
|
|
|
3,282
|
|
|
18,631
|
|
|
10,099
|
|
|
108,522
|
|
|
118,621
|
|
|
19,895
|
|
|
—
|
|
2013
|
|
42 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Research Park
|
—
|
|
|
4,373
|
|
|
—
|
|
|
801
|
|
|
42,307
|
|
|
5,174
|
|
|
42,307
|
|
|
47,481
|
|
|
2,772
|
|
|
2014
|
|
1998
|
|
30 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Northpark Town Center
|
—
|
|
|
22,350
|
|
|
295,825
|
|
|
—
|
|
|
47,856
|
|
|
22,350
|
|
|
343,681
|
|
|
366,031
|
|
|
41,431
|
|
|
—
|
|
2014
|
|
39 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Promenade
|
102,071
|
|
|
13,439
|
|
|
102,790
|
|
|
—
|
|
|
36,600
|
|
|
13,439
|
|
|
139,390
|
|
|
152,829
|
|
|
40,608
|
|
|
—
|
|
2011
|
|
34 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Meridian Mark Plaza
|
23,970
|
|
|
2,219
|
|
|
—
|
|
|
—
|
|
|
30,108
|
|
|
2,219
|
|
|
30,108
|
|
|
32,327
|
|
|
19,782
|
|
|
1997
|
|
1997
|
|
30 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fifth Third Center
|
145,974
|
|
|
22,591
|
|
|
180,430
|
|
|
—
|
|
|
14,669
|
|
|
22,591
|
|
|
195,099
|
|
|
217,690
|
|
|
24,118
|
|
|
—
|
|
2014
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Corporate Center
|
—
|
|
|
7,298
|
|
|
272,148
|
|
|
—
|
|
|
21,707
|
|
|
7,298
|
|
|
293,855
|
|
|
301,153
|
|
|
14,042
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
The Pointe
|
22,729
|
|
|
9,404
|
|
|
54,694
|
|
|
—
|
|
|
2,368
|
|
|
9,404
|
|
|
57,062
|
|
|
66,466
|
|
|
3,647
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Harborview Plaza
|
—
|
|
|
10,800
|
|
|
39,136
|
|
|
—
|
|
|
1,065
|
|
|
10,800
|
|
|
40,201
|
|
|
51,001
|
|
|
2,675
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3344 Peachtree
|
—
|
|
|
16,110
|
|
|
176,153
|
|
|
—
|
|
|
6,849
|
|
|
16,110
|
|
|
183,002
|
|
|
199,112
|
|
|
8,811
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
One Buckhead Plaza
|
—
|
|
|
17,011
|
|
|
159,564
|
|
|
—
|
|
|
2,564
|
|
|
17,011
|
|
|
162,128
|
|
|
179,139
|
|
|
7,954
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3350 Peachtree
|
—
|
|
|
16,836
|
|
|
108,177
|
|
|
—
|
|
|
131
|
|
|
16,836
|
|
|
108,308
|
|
|
125,144
|
|
|
5,972
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
3348 Peachtree
|
—
|
|
|
6,707
|
|
|
69,723
|
|
|
—
|
|
|
5
|
|
|
6,707
|
|
|
69,728
|
|
|
76,435
|
|
|
3,804
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
8000 Avalon
|
—
|
|
|
4,130
|
|
|
—
|
|
|
72
|
|
|
67,391
|
|
|
4,202
|
|
|
67,391
|
|
|
71,593
|
|
|
229
|
|
|
2016
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Two Buckhead Plaza
|
—
|
|
|
18,053
|
|
|
74,547
|
|
|
—
|
|
|
1,315
|
|
|
18,053
|
|
|
75,862
|
|
|
93,915
|
|
|
3,918
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Hearst Tower
|
—
|
|
|
9,977
|
|
|
323,299
|
|
|
—
|
|
|
4,219
|
|
|
9,977
|
|
|
327,518
|
|
|
337,495
|
|
|
15,071
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NASCAR Plaza
|
—
|
|
|
51
|
|
|
115,238
|
|
|
—
|
|
|
2,043
|
|
|
51
|
|
|
117,281
|
|
|
117,332
|
|
|
6,316
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Hayden Ferry
|
—
|
|
|
13,102
|
|
|
262,578
|
|
|
—
|
|
|
12,397
|
|
|
13,102
|
|
|
274,975
|
|
|
288,077
|
|
|
15,585
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
111 West Rio
|
—
|
|
|
6,076
|
|
|
56,647
|
|
|
—
|
|
|
16,217
|
|
|
6,076
|
|
|
72,864
|
|
|
78,940
|
|
|
1,245
|
|
|
|
|
2017
|
|
40 years
|
|||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Tempe Gateway
|
—
|
|
|
5,893
|
|
|
95,130
|
|
|
—
|
|
|
844
|
|
|
5,893
|
|
|
95,974
|
|
|
101,867
|
|
|
4,581
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
One Eleven Congress
|
—
|
|
|
33,841
|
|
|
201,707
|
|
|
—
|
|
|
18,682
|
|
|
33,841
|
|
|
220,389
|
|
|
254,230
|
|
|
9,409
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
San Jacinto Center
|
—
|
|
|
34,068
|
|
|
176,535
|
|
|
(579
|
)
|
|
(759
|
)
|
|
33,489
|
|
|
175,776
|
|
|
209,265
|
|
|
7,513
|
|
|
—
|
|
2016
|
|
40 years
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Operating Properties
|
$
|
496,651
|
|
|
$
|
281,146
|
|
|
$
|
2,854,212
|
|
|
$
|
5,176
|
|
|
$
|
468,062
|
|
|
$
|
286,322
|
|
|
$
|
3,322,274
|
|
|
$
|
3,608,596
|
|
|
$
|
275,977
|
|
|
|
|
|
|
|
|
|
|
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
|
$
|
—
|
|
|
$
|
18,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
194,613
|
|
|
$
|
18,015
|
|
|
$
|
194,613
|
|
|
$
|
212,628
|
|
|
$
|
—
|
|
|
2015
|
|
2015
|
|
|
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
NCR Phase II
|
—
|
|
|
10,116
|
|
|
—
|
|
|
205
|
|
|
58,033
|
|
|
10,321
|
|
|
58,033
|
|
|
68,354
|
|
|
—
|
|
|
—
|
|
2015
|
|
|
|||||||||
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
300 Colorado
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Projects Under Development
|
$
|
—
|
|
|
$
|
28,131
|
|
|
$
|
—
|
|
|
$
|
205
|
|
|
$
|
252,646
|
|
|
$
|
28,336
|
|
|
$
|
252,646
|
|
|
$
|
280,982
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
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
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Total Land
|
$
|
—
|
|
|
$
|
21,534
|
|
|
$
|
—
|
|
|
$
|
(17,313
|
)
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
$
|
4,221
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total Properties
|
$
|
496,651
|
|
|
$
|
330,811
|
|
|
$
|
2,854,212
|
|
|
$
|
(11,932
|
)
|
|
$
|
720,708
|
|
|
$
|
318,879
|
|
|
$
|
3,574,920
|
|
|
$
|
3,893,799
|
|
|
$
|
275,977
|
|
|
|
|
|
|
|
(a)
|
Reconciliations of total real estate carrying value and accumulated depreciation for the three years ended
December 31, 2017
are as follows:
|
|
Real Estate
|
|
Accumulated Depreciation
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Balance at beginning of period
|
$
|
3,814,986
|
|
|
$
|
2,606,343
|
|
|
$
|
2,619,488
|
|
|
$
|
215,856
|
|
|
$
|
359,422
|
|
|
$
|
324,543
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Parkway merger
|
—
|
|
|
2,832,730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisitions
|
62,723
|
|
|
—
|
|
|
28,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Improvements and other capitalized costs
|
303,940
|
|
|
208,016
|
|
|
139,676
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfers
|
—
|
|
|
5,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
101,720
|
|
|
112,277
|
|
|
99,067
|
|
||||||
|
366,663
|
|
|
3,046,052
|
|
|
167,807
|
|
|
101,720
|
|
|
112,277
|
|
|
99,067
|
|
||||||
Deductions during the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Parkway spin-off
|
—
|
|
|
(1,230,235
|
)
|
|
—
|
|
|
—
|
|
|
(148,523
|
)
|
|
—
|
|
||||||
Cost of real estate sold
|
(287,850
|
)
|
|
(602,648
|
)
|
|
(180,952
|
)
|
|
(41,599
|
)
|
|
(107,320
|
)
|
|
(64,188
|
)
|
||||||
Impairment loss
|
—
|
|
|
(4,526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
(287,850
|
)
|
|
(1,837,409
|
)
|
|
(180,952
|
)
|
|
(41,599
|
)
|
|
(255,843
|
)
|
|
(64,188
|
)
|
||||||
Balance at end of period
|
$
|
3,893,799
|
|
|
$
|
3,814,986
|
|
|
$
|
2,606,343
|
|
|
$
|
275,977
|
|
|
$
|
215,856
|
|
|
$
|
359,422
|
|
(b)
|
The aggregate cost for federal income tax purposes, net of depreciation, was
$2.9 billion
(unaudited) at
December 31, 2017
.
|
(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.
|
Grant Date
. The Grant Date is February 6, 2017.
|
3.
|
Number of Units
. The Restricted Stock Unit grant is
units. The value of each unit is equal to the Fair Market Value of one share of common stock of CPI (“Stock”) as of the date payment is due under the Plan. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of Stock on each trading day during the 30 day period ending on the applicable valuation date.
|
4.
|
Vesting and Forfeiture
. The RSUs granted by this Certificate shall vest with respect to 100% of the RSUs on February 6, 2020 (“Vesting Date”), provided Key Employee has been continuously employed by CPI through such date. In addition, Key Employee shall vest with respect to 100% of the RSUs (a) if Key Employee’s employment with CPI terminates by reason of death or Retirement (as defined in this § 4) or (b) upon a Change in Control. If Key Employee’s employment with CPI terminates other than by reason of Key Employee’s death or Retirement (as defined in this § 4) prior to the Vesting Date, the RSUs shall be forfeited in full and expire immediately and automatically. A transfer between or among CPI, Cousins Properties LP (“CPLP”), Cousins Employee LLC, a Preferred Stock Subsidiary that is covered by this Plan, or any Subsidiary, Parent or Affiliate of CPI or CPLP shall not be treated as a termination of employment with CPI. If Key Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition and the RSUs will vest upon the effective date of such employment termination.
For purposes of this § 4, “Retirement” shall mean Key Employee’s termination of employment with CPI on or after the date (i) Key Employee has attained age 60 and (ii) 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.
|
Individual Account
. A separate bookkeeping account shall be established and maintained by CPI (the “Account”) to record Key Employee’s Restricted Stock Units. The Account shall be maintained on CPI’s books solely for record keeping purposes, and shall not represent any actual segregation or investment of assets or any interest in any shares of Stock.
|
6.
|
Cash Dividends
. If a cash dividend (whether ordinary or extraordinary) is paid on a share of Stock while the RSUs are outstanding, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal the total amount of cash dividends that would have been paid to Key Employee if the RSUs were actually shares of Stock held
|
7.
|
Distribution of Payment Represented by Units
. Payment of vested Restricted Stock Units shall be made in a single payment in cash 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 31, 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 the Vesting Date. 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 Vesting Date.
|
8.
|
Withholding
. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.
|
9.
|
Nontransferability and Status as Unsecured Creditor
. Key Employee shall have no right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive RSUs or the RSUs themselves. All payments pursuant to this Award 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.
|
10.
|
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.
|
11.
|
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.
|
12.
|
Amendment and Termination
. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.
|
13.
|
Miscellaneous
. This Certificate shall be governed by the laws of the State of Georgia.
|
14.
|
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.
|
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.
|
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, 2018 through December 31, 2020.
|
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, 2021. 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, 2020. Although set forth in more detail in the Plan, Fair Market Value generally means
|
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.
|
1.
|
Name of Key Employee
:
.
|
2.
|
Grant Date
. The Grant Date is December 18, 2017.
|
3.
|
Number of Units
. The Restricted Stock Unit grant is
units. The value of each unit is equal to the Fair Market Value of one share of common stock of CPI (“Stock”) as of the date payment is due under the Plan. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of Stock on each trading day during the 30 day period ending on the applicable valuation date.
|
4.
|
Vesting and Forfeiture
. The RSUs granted by this Certificate shall vest with respect to 100% of the RSUs on February 6, 2020 (“Vesting Date”), provided Key Employee has been continuously employed by CPI through such date. In addition, Key Employee shall vest with respect to 100% of the RSUs (a) if Key Employee’s employment with CPI terminates by reason of death or Retirement (as defined in this § 4) or (b) upon a Change in Control. If Key Employee’s employment with CPI terminates other than by reason of Key Employee’s death or Retirement (as defined in this § 4) prior to the Vesting Date, the RSUs shall be forfeited in full and expire immediately and automatically. A transfer between or among CPI, Cousins Properties LP (“CPLP”), Cousins Employee LLC, a Preferred Stock Subsidiary that is covered by this Plan, or any Subsidiary, Parent or Affiliate of CPI or CPLP shall not be treated as a termination of employment with CPI. If Key Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition and the RSUs will vest upon the effective date of such employment termination.
For purposes of this § 4, “Retirement” shall mean Key Employee’s termination of employment with CPI on or after the date (i) Key Employee has attained age 60 and (ii) 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.
|
Individual Account
. A separate bookkeeping account shall be established and maintained by CPI (the “Account”) to record Key Employee’s Restricted Stock Units. The Account shall be maintained on CPI’s books solely for record keeping purposes, and shall not represent any actual segregation or investment of assets or any interest in any shares of Stock.
|
6.
|
Cash Dividends
. If a cash dividend (whether ordinary or extraordinary) is paid on a share of Stock while the RSUs are outstanding, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal the total amount of cash dividends that would have been paid to Key Employee if the RSUs were actually shares of Stock held
|
7.
|
Distribution of Payment Represented by Units
. Payment of vested Restricted Stock Units shall be made in a single payment in cash 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 31, 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 the Vesting Date. 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 Vesting Date.
|
8.
|
Withholding
. CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.
|
9.
|
Nontransferability and Status as Unsecured Creditor
. Key Employee shall have no right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive RSUs or the RSUs themselves. All payments pursuant to this Award 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.
|
10.
|
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.
|
11.
|
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.
|
12.
|
Amendment and Termination
. The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.
|
13.
|
Miscellaneous
. This Certificate shall be governed by the laws of the State of Georgia.
|
14.
|
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.
|
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.
|
ARTICLE I
|
DEFINITIONS AND ACCOUNTING TERMS 1
|
Section 1.01
|
Defined Terms 1
|
Section 1.02
|
Other Interpretive Provisions 37
|
Section 1.03
|
Accounting Terms 37
|
Section 1.04
|
Rounding 38
|
Section 1.05
|
References to Agreements and Laws 38
|
Section 1.06
|
Times of Day; Rates 38
|
Section 1.07
|
Letter of Credit Amounts 38
|
ARTICLE II
|
THE COMMITMENTS AND CREDIT EXTENSIONS 38
|
Section 2.01
|
Loans 38
|
Section 2.02
|
Borrowings, Conversions and Continuations of Loans 39
|
Section 2.03
|
Letters of Credit 41
|
Section 2.04
|
Swing Line Loans 48
|
Section 2.05
|
Prepayments 51
|
Section 2.06
|
Termination or Reduction of Revolving Credit Commitments; Increases of Facilities 53
|
Section 2.07
|
Repayment of Loans 56
|
Section 2.08
|
Interest 56
|
Section 2.09
|
Fees 58
|
Section 2.10
|
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rates 58
|
|
i
|
|
Section 2.11
|
Evidence of Debt 59
|
Section 2.12
|
Payments Generally 59
|
Section 2.13
|
Sharing of Payments 61
|
Section 2.14
|
Maturity Dates 61
|
Section 2.15
|
Joint and Several Liability of Borrower Parties 62
|
Section 2.16
|
Cash Collateral 63
|
Section 2.17
|
Defaulting Lenders 64
|
Section 2.18
|
Appointment of Borrower as Agent for Borrower Parties 67
|
Section 2.19
|
Tax Driven Lease Transactions 67
|
ARTICLE III
|
TAXES, YIELD PROTECTION AND ILLEGALITY 67
|
Section 3.01
|
Taxes 67
|
Section 3.02
|
Illegality 72
|
Section 3.03
|
Inability to Determine Rates 72
|
Section 3.04
|
Increased Cost; Reduced Return; Capital Adequacy; Reserves 73
|
Section 3.05
|
Compensation for Losses 74
|
Section 3.06
|
Mitigation Obligations; Replacement of Lenders 75
|
Section 3.07
|
Survival 75
|
Section 3.08
|
LIBOR Successor Rate 76
|
ARTICLE IV
|
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 77
|
Section 4.01
|
Conditions of Initial Credit Extension 77
|
|
ii
|
|
Section 4.02
|
Conditions to all Credit Extensions 79
|
ARTICLE V
|
REPRESENTATIONS AND WARRANTIES 79
|
Section 5.01
|
Existence, Qualification and Power; Compliance with Laws 79
|
Section 5.02
|
Authorization; No Contravention 80
|
Section 5.03
|
Governmental Authorization; Other Consents 80
|
Section 5.04
|
Binding Effect 80
|
Section 5.05
|
Financial Statements; No Material Adverse Effect 80
|
Section 5.06
|
Litigation 81
|
Section 5.07
|
No Default 81
|
Section 5.08
|
Ownership of Property; Liens 81
|
Section 5.09
|
Environmental Compliance 81
|
Section 5.10
|
Insurance 81
|
Section 5.11
|
Taxes 81
|
Section 5.12
|
ERISA Compliance 82
|
Section 5.13
|
Consolidated Entities; REIT Status 82
|
Section 5.14
|
Margin Regulations; Investment Company Act; Public Utility Holding Company Act 82
|
Section 5.15
|
Disclosure 83
|
Section 5.16
|
Compliance with Laws 83
|
Section 5.17
|
Intellectual Property; Licenses, Etc 83
|
|
iii
|
|
Section 5.18
|
Taxpayer Identification Number 83
|
Section 5.19
|
Burdensome Agreements 83
|
Section 5.20
|
OFAC 83
|
Section 5.21
|
Anti-Corruption and Anti-Money Laundering Laws 84
|
Section 5.22
|
EEA Financial Institutions 84
|
ARTICLE VI
|
AFFIRMATIVE COVENANTS 84
|
Section 6.01
|
Financial Statements 84
|
Section 6.02
|
Certificates; Other Information 85
|
Section 6.03
|
Notices 86
|
Section 6.04
|
Payment of Obligations 86
|
Section 6.05
|
Preservation of Existence, Etc 87
|
Section 6.06
|
Maintenance of Properties 87
|
Section 6.07
|
Maintenance of Insurance 87
|
Section 6.08
|
Compliance with Laws 87
|
Section 6.09
|
Books and Records 87
|
Section 6.10
|
Inspection Rights 87
|
Section 6.11
|
Use of Proceeds 88
|
Section 6.12
|
Additional Guarantors; Creation of Co-Borrowers; Release of Co-Borrowers 88
|
Section 6.13
|
Anti-Corruption and Anti-Money Laundering Laws 90
|
|
iv
|
|
ARTICLE VII
|
NEGATIVE COVENANTS 90
|
Section 7.01
|
Liens 90
|
Section 7.02
|
Investments 91
|
Section 7.03
|
Indebtedness 91
|
Section 7.04
|
Fundamental Changes 91
|
Section 7.05
|
Dispositions 92
|
Section 7.06
|
Restricted Payments 93
|
Section 7.07
|
Reserved 93
|
Section 7.08
|
Transactions with Affiliates 93
|
Section 7.09
|
Burdensome Agreements 93
|
Section 7.10
|
Use of Proceeds 94
|
Section 7.11
|
Financial Covenants 94
|
Section 7.12
|
Prepayment of Other Indebtedness, Etc 94
|
Section 7.13
|
Organization Documents; Subsidiaries 95
|
Section 7.14
|
Tax Driven Lease Transactions 95
|
Section 7.15
|
OFAC 95
|
Section 7.16
|
Anti-Corruption and Anti-Money Laundering Laws 95
|
ARTICLE VIII
|
EVENTS OF DEFAULT AND REMEDIES 95
|
Section 8.01
|
Events of Default 95
|
Section 8.02
|
Remedies Upon Event of Default 97
|
|
v
|
|
Section 8.03
|
Application of Funds 98
|
ARTICLE IX
|
ADMINISTRATIVE AGENT 99
|
Section 9.01
|
Appointment and Authorization of Administrative Agent 99
|
Section 9.02
|
Delegation of Duties 99
|
Section 9.03
|
Liability of Administrative Agent 99
|
Section 9.04
|
Reliance by Administrative Agent 100
|
Section 9.05
|
Notice of Default 100
|
Section 9.06
|
Credit Decision; Disclosure of Information by Administrative Agent 100
|
Section 9.07
|
Indemnification of Administrative Agent 101
|
Section 9.08
|
Administrative Agent in its Individual Capacity 101
|
Section 9.09
|
Successor Administrative Agent 101
|
Section 9.10
|
Administrative Agent May File Proofs of Claim 102
|
Section 9.11
|
Guaranty/Borrower Party Matters 103
|
Section 9.12
|
Other Agents; Arrangers and Managers 103
|
Section 9.13
|
ERISA 104
|
ARTICLE X
|
MISCELLANEOUS 105
|
Section 10.01
|
Amendments, Etc 105
|
Section 10.02
|
Notices and Other Communications; Facsimile Copies 107
|
Section 10.03
|
No Waiver; Cumulative Remedies 109
|
Section 10.04
|
Attorney Costs, Expenses and Taxes 109
|
|
vi
|
|
Section 10.05
|
Indemnification and Waiver of Consequential Damages by the Borrower 109
|
Section 10.06
|
Payments Set Aside 110
|
Section 10.07
|
Successors and Assigns 111
|
Section 10.08
|
Confidentiality 115
|
Section 10.09
|
Set-off 116
|
Section 10.10
|
Interest Rate Limitation 117
|
Section 10.11
|
Counterparts 117
|
Section 10.12
|
Integration 117
|
Section 10.13
|
Survival of Representations and Warranties 117
|
Section 10.14
|
Severability 117
|
Section 10.15
|
Reserved 118
|
Section 10.16
|
Replacement of Lenders 118
|
Section 10.17
|
Governing Law 118
|
Section 10.18
|
Waiver of Right to Trial by Jury 119
|
Section 10.19
|
No Advisory or Fiduciary Responsibility 119
|
Section 10.20
|
USA PATRIOT Act Notice 120
|
Section 10.21
|
Attorneys’ Fees 120
|
Section 10.22
|
Existing Credit Agreement 120
|
Section 10.23
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions 120
|
|
vii
|
|
ARTICLE XI
|
GUARANTY 121
|
Section 11.01
|
The Guaranty 121
|
Section 11.02
|
Obligations Unconditional 121
|
Section 11.03
|
Reinstatement 122
|
Section 11.04
|
Certain Additional Waivers 122
|
Section 11.05
|
Remedies 122
|
Section 11.06
|
Rights of Contribution and Subrogation 123
|
Section 11.07
|
Guarantee of Payment; Continuing Guarantee 123
|
Section 11.08
|
Release of Guarantors 123
|
|
viii
|
|
2.01(a)
|
Revolving Credit Commitments; Pro Rata Shares; Letter of Credit Sublimits and Swing Line Sublimits
|
|
Applicable Rate for the Revolving Credit Facility
(based on Consolidated Leverage Ratio):
|
|
||
Pricing Level
|
Consolidated Leverage Ratio
|
Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans; Letter of Credit Fee
|
Base Rate Loans
|
Facility Fee
|
1
|
≤ 35%
|
1.05%
|
0.10%
|
0.15%
|
2
|
> 35% but
<
40%
|
1.10%
|
0.15%
|
0.20%
|
3
|
> 40% but ≤ 45%
|
1.20%
|
0.20%
|
0.20%
|
4
|
> 45% but ≤ 50%
|
1.20%
|
0.20%
|
0.25%
|
5
|
> 50%
|
1.45%
|
0.45%
|
0.30%
|
|
Applicable Rate for the Revolving Credit Facility
(based on Investment Grade Ratings):
|
|
||
Pricing Level
|
S&P / Moody’s Rating
|
Eurodollar Rate Loans and LIBOR Daily Floating Rate Loans; Letter of Credit Fee
|
Base Rate Loans
|
Facility Fee
|
1
|
A- / A3
|
0.825%
|
0.000%
|
0.125%
|
2
|
BBB+ / Baal
|
0.875%
|
0.000%
|
0.150%
|
3
|
BBB / Baa2
|
1.000%
|
0.050%
|
0.200%
|
4
|
BBB- / Baa3
|
1.200%
|
0.250%
|
0.250%
|
5
|
< BBB- / Baa3 or unrated
|
1.550%
|
0.650%
|
0.300%
|
Eurodollar Rate =
|
Eurodollar Base Rate
1.00 – Eurodollar Reserve Percentage |
BORROWER
:
|
COUSINS PROPERTIES LP
,
|
PARENT
:
|
COUSINS PROPERTIES INCORPORATED
,
|
GUARANTORS
:
|
1230 PEACHTREE ASSOCIATES LLC,
|
To:
|
[Bank of America, N.A.,] [JPMorgan Chase Bank, N.A.,] [and] [SunTrust Bank], [each] as a Swing Line Lender
|
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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|
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|
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||||
|
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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 Credit Agreement
|
5.
|
Credit Agreement
: The Fourth Amended and Restated Credit Agreement, dated as of January 3, 2018, among the Borrower, the Parent, 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, a Swing Line Lender and an L/C Issuer, Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender, and SunTrust Bank, as Documentation Agent, a Swing Line Lender and an L/C Issuer
|
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
|
Revolving Credit Facility
|
|
|
$__________
|
$_________
|
_________%
|
|
[Incremental Term 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, 2017, 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
|
Austin 300 Colorado Investor LLC
|
|
Georgia
|
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 Closeout LLC
|
|
Georgia
|
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
|
|
Delaware
|
Cousins OOC Manager LLC
|
|
Delaware
|
Cousins OOC Owner LLC
|
|
Delaware
|
Cousins Orlando, LLC
|
|
Delaware
|
Cousins Orlando Manager, LLC
|
|
Delaware
|
Cousins Properties Office Fund II, L.P.
|
|
Delaware
|
Cousins Properties LP
|
|
Delaware
|
Cousins Properties Palisades LLC
|
|
Texas
|
Cousins Properties Services LLC
|
|
Texas
|
Cousins Properties Sub, Inc.
|
|
Maryland
|
Cousins Properties Waterview LLC
|
|
Texas
|
Cousins Realty Services LLC
|
|
Delaware
|
Cousins Research Park V LLC
|
|
Georgia
|
Cousins - San Jacinto Center LLC
|
|
Delaware
|
Cousins - San Jacinto Center Mezzanine, LLC
|
|
Delaware
|
Cousins San Jose MarketCenter, LLC
|
|
Georgia
|
Cousins South Tryon, LLC
|
|
Delaware
|
Cousins Spring & 8th Streets LLC
|
|
Georgia
|
Cousins Spring & 8th Streets Parent LLC
|
|
Georgia
|
Cousins SUSP, LLC
|
|
Delaware
|
Cousins Tampa, LLC
|
|
Delaware
|
Cousins Tampa Sub, LLC
|
|
Delaware
|
Cousins Terminus LLC
|
|
Delaware
|
Cousins Tiffany Springs MarketCenter LLC
|
|
Georgia
|
Cousins TBP, LLC
|
|
Delaware
|
Cousins Tower Place 200 LLC
|
|
Delaware
|
Cousins TRS Austin Amenities, LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Lawrence L. Gellerstedt III
|
1.
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I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the “Registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Gregg D. Adzema
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/s/ Lawrence L. Gellerstedt III
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/s/ Gregg D. Adzema
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