þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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
(State or other jurisdiction of
incorporation or organization)
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58-0869052
(I.R.S. Employer
Identification No.)
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3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia
(Address of principal executive offices)
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30326-4802
(Zip Code)
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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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Class
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Outstanding at October 17, 2018
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Common Stock, $1 par value per share
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420,384,785 shares
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Page No.
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•
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our 2018 guidance and underlying assumptions;
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•
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business and financial strategy;
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•
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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, Phoenix, and Tampa where we have high concentrations of our lease revenue;
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•
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changes to our strategy with regard to non-core holdings that require impairment losses to be recognized;
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•
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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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•
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the adverse change in the financial condition of one or more of our major tenants;
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•
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volatility in interest rates and insurance rates;
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•
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competition from other developers or investors;
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•
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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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•
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changes in senior management and the loss of key personnel;
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•
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the potential liability for uninsured losses, condemnation, or environmental issues;
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•
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the potential liability for a failure to meet regulatory requirements;
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•
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the financial condition and liquidity of, or disputes with, joint venture partners;
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•
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any failure to comply with debt covenants under credit agreements;
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•
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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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•
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potential changes to state, local, or federal regulations applicable to our business;
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•
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material changes in the dividend rates or the ability to pay dividends on common shares or other securities;
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•
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potential changes to the tax laws and accounting standards impacting REITs and real estate in general; and
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•
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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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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2018
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2017
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2018
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2017
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||||||||
Revenues:
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||||||||
Rental property revenues
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$
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115,443
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$
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109,569
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$
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342,489
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$
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336,093
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Fee income
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2,519
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2,597
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7,211
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6,387
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||||
Other
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744
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993
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2,836
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9,593
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||||
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118,706
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113,159
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352,536
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352,073
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||||
Expenses:
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||||
Rental property operating expenses
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41,579
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40,688
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122,501
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123,715
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||||
Reimbursed expenses
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955
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895
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2,757
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2,667
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||||
General and administrative expenses
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3,913
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7,193
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18,793
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21,993
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||||
Interest expense
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9,551
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7,587
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29,043
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25,851
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||||
Depreciation and amortization
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45,068
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47,622
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135,836
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152,546
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||||
Acquisition and transaction costs
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—
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(677
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)
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228
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1,499
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||||
Other
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93
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423
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457
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1,063
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||||
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101,159
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103,731
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309,615
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329,334
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||||
Gain on extinguishment of debt
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93
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429
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8
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2,258
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||||
Income from continuing operations before unconsolidated joint ventures and gain (loss) on sale of investment properties
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17,640
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9,857
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42,929
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24,997
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||||
Income from unconsolidated joint ventures
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2,252
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2,461
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10,173
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43,362
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||||
Income from continuing operations before gain (loss) on sale of investment properties
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19,892
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12,318
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53,102
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68,359
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||||
Gain (loss) on sale of investment properties
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(33
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)
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(33
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)
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4,912
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119,729
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||||
Net income
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19,859
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12,285
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58,014
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188,088
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||||
Net income attributable to noncontrolling interests
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(374
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)
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(218
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)
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(1,210
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)
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(3,181
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)
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||||
Net income available to common stockholders
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$
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19,485
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$
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12,067
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$
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56,804
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$
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184,907
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Net income per common share — basic and diluted
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$
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0.05
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$
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0.03
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$
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0.14
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$
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0.45
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Weighted average shares — basic
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420,385
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419,998
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420,279
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414,123
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||||
Weighted average shares — diluted
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427,520
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427,300
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427,472
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421,954
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||||
Dividends declared per common share
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$
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0.065
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$
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0.060
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$
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0.195
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$
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0.240
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Preferred
Stock |
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Common
Stock |
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Additional
Paid-In Capital |
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Treasury
Stock |
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Distributions in
Excess of Net Income |
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Stockholders’
Investment |
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Nonredeemable
Noncontrolling Interests |
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Total
Equity |
||||||||||||||||
Balance December 31, 2017
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$
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6,867
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$
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430,350
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$
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3,604,776
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$
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(148,373
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)
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$
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(1,121,647
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)
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$
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2,771,973
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$
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53,138
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$
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2,825,111
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Net income
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—
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—
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|
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—
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—
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56,804
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56,804
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1,210
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|
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58,014
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||||||||
Common stock issued pursuant to stock-based compensation
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—
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397
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(864
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)
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(100
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)
|
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—
|
|
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(567
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)
|
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—
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(567
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)
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||||||||
Cumulative effect of change in accounting principle
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—
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—
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—
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—
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22,329
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22,329
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—
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22,329
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||||||||
Amortization of stock options and restricted stock, net of forfeitures
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—
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(22
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)
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|
1,705
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—
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—
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|
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1,683
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—
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|
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1,683
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|
||||||||
Contributions from nonredeemable noncontrolling interest
|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
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—
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|
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—
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|
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1,960
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|
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1,960
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||||||||
Distributions to nonredeemable noncontrolling interest
|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
|
—
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|
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(2,071
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)
|
|
(2,071
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)
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||||||||
Common dividends ($0.195 per share)
|
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—
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|
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—
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|
|
—
|
|
|
—
|
|
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(82,004
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)
|
|
(82,004
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)
|
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—
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|
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(82,004
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)
|
||||||||
Balance September 30, 2018
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$
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6,867
|
|
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$
|
430,725
|
|
|
$
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3,605,617
|
|
|
$
|
(148,473
|
)
|
|
$
|
(1,124,518
|
)
|
|
$
|
2,770,218
|
|
|
$
|
54,237
|
|
|
$
|
2,824,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,907
|
|
|
184,907
|
|
|
3,181
|
|
|
188,088
|
|
||||||||
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock offering, net of issuance costs
|
|
—
|
|
|
25,000
|
|
|
186,774
|
|
|
—
|
|
|
—
|
|
|
211,774
|
|
|
—
|
|
|
211,774
|
|
||||||||
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
|
)
|
|
1,479
|
|
|
—
|
|
|
—
|
|
|
1,476
|
|
|
—
|
|
|
1,476
|
|
||||||||
Contributions from nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|
1,588
|
|
||||||||
Distributions to nonredeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,364
|
)
|
|
(1,364
|
)
|
||||||||
Common dividends ($0.24 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99,151
|
)
|
|
(99,151
|
)
|
|
—
|
|
|
(99,151
|
)
|
||||||||
Balance September 30, 2017
|
|
$
|
6,867
|
|
|
$
|
430,350
|
|
|
$
|
3,604,269
|
|
|
$
|
(148,373
|
)
|
|
$
|
(1,127,813
|
)
|
|
$
|
2,765,300
|
|
|
$
|
52,020
|
|
|
$
|
2,817,320
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
58,014
|
|
|
$
|
188,088
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain on sale of investment properties
|
(4,912
|
)
|
|
(119,821
|
)
|
||
Depreciation and amortization
|
135,836
|
|
|
152,546
|
|
||
Amortization of deferred financing costs and premium/discount on notes payable
|
1,808
|
|
|
(2,543
|
)
|
||
Stock-based compensation expense, net of forfeitures
|
2,825
|
|
|
2,486
|
|
||
Effect of non-cash adjustments to rental revenues
|
(24,028
|
)
|
|
(33,379
|
)
|
||
Income from unconsolidated joint ventures
|
(10,173
|
)
|
|
(43,362
|
)
|
||
Operating distributions from unconsolidated joint ventures
|
15,056
|
|
|
6,615
|
|
||
Gain on extinguishment of debt
|
(8
|
)
|
|
(2,258
|
)
|
||
Changes in other operating assets and liabilities:
|
|
|
|
||||
Change in other receivables and other assets, net
|
(435
|
)
|
|
9,707
|
|
||
Change in operating liabilities, net
|
4,054
|
|
|
3,150
|
|
||
Net cash provided by operating activities
|
178,037
|
|
|
161,229
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from investment property sales
|
—
|
|
|
171,316
|
|
||
Property acquisition, development, and tenant asset expenditures
|
(132,468
|
)
|
|
(229,811
|
)
|
||
Purchase of tenant-in-common interest
|
—
|
|
|
(13,382
|
)
|
||
Collection of notes receivable
|
—
|
|
|
5,161
|
|
||
Investment in unconsolidated joint ventures
|
(43,276
|
)
|
|
(13,862
|
)
|
||
Distributions from unconsolidated joint ventures
|
2,032
|
|
|
74,531
|
|
||
Change in notes receivable and other assets
|
(4,429
|
)
|
|
(1,348
|
)
|
||
Other
|
(4,261
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(182,402
|
)
|
|
(7,395
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from credit facility
|
—
|
|
|
589,300
|
|
||
Repayment of credit facility
|
—
|
|
|
(723,300
|
)
|
||
Proceeds from issuance of notes payable
|
—
|
|
|
350,000
|
|
||
Repayment of notes payable
|
(28,719
|
)
|
|
(493,774
|
)
|
||
Payment of deferred financing costs
|
(6,166
|
)
|
|
(2,048
|
)
|
||
Common stock issued, net of expenses
|
—
|
|
|
211,598
|
|
||
Contributions from noncontrolling interests
|
252
|
|
|
1,588
|
|
||
Distributions to nonredeemable noncontrolling interests
|
(2,071
|
)
|
|
(1,364
|
)
|
||
Common dividends paid
|
(79,842
|
)
|
|
(73,950
|
)
|
||
Other
|
(1,709
|
)
|
|
(601
|
)
|
||
Net cash used in financing activities
|
(118,255
|
)
|
|
(142,551
|
)
|
||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(122,620
|
)
|
|
11,283
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
|
205,745
|
|
|
51,321
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
|
$
|
83,125
|
|
|
$
|
62,604
|
|
|
|
|
|
•
|
Rental property revenue consists of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenue; and (4) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. Rental property revenue is accounted for in accordance with the guidance set forth in ASC 840.
|
•
|
Fee revenue consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee revenue is accounted for in accordance with the guidance set forth in ASC 606.
|
•
|
Other revenue consists primarily of termination fees, which are accounted for in accordance with the guidance set forth in ASC 840.
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity
|
|
Company’s Investment
|
|
||||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION:
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||||||||||||
Terminus Office Holdings
|
$
|
260,668
|
|
|
$
|
261,999
|
|
|
$
|
199,851
|
|
|
$
|
203,131
|
|
|
$
|
49,458
|
|
|
$
|
48,033
|
|
|
$
|
48,019
|
|
|
$
|
24,898
|
|
|
||
DC Charlotte Plaza LLLP
|
129,916
|
|
|
53,791
|
|
|
—
|
|
|
—
|
|
|
84,385
|
|
|
42,853
|
|
|
43,656
|
|
|
22,293
|
|
|
||||||||||
Austin 300 Colorado Project, LP
|
39,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,187
|
|
|
—
|
|
|
19,180
|
|
|
—
|
|
|
||||||||||
Carolina Square Holdings LP
|
109,830
|
|
|
106,580
|
|
|
73,993
|
|
|
64,412
|
|
|
34,305
|
|
|
33,648
|
|
|
16,943
|
|
|
19,384
|
|
|
||||||||||
HICO Victory Center LP
|
14,857
|
|
|
14,403
|
|
|
—
|
|
|
—
|
|
|
14,683
|
|
|
14,401
|
|
|
9,925
|
|
|
9,752
|
|
|
||||||||||
Charlotte Gateway Village, LLC
|
115,071
|
|
|
124,691
|
|
|
—
|
|
|
—
|
|
|
110,172
|
|
|
121,386
|
|
|
8,478
|
|
|
14,568
|
|
|
||||||||||
AMCO 120 WT Holdings, LLC
|
28,791
|
|
|
18,066
|
|
|
—
|
|
|
—
|
|
|
24,878
|
|
|
16,354
|
|
|
4,004
|
|
|
1,664
|
|
|
||||||||||
CL Realty, L.L.C.
|
4,342
|
|
|
8,287
|
|
|
—
|
|
|
—
|
|
|
4,228
|
|
|
8,127
|
|
|
2,909
|
|
|
2,980
|
|
|
||||||||||
Temco Associates, LLC
|
4,506
|
|
|
4,441
|
|
|
—
|
|
|
—
|
|
|
4,402
|
|
|
4,337
|
|
|
907
|
|
|
875
|
|
|
||||||||||
EP II LLC
|
254
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
180
|
|
|
28
|
|
|
44
|
|
|
||||||||||
EP I LLC
|
501
|
|
|
521
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
319
|
|
|
21
|
|
|
25
|
|
|
||||||||||
HICO Avalon II, LLC
|
—
|
|
|
6,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,303
|
|
|
—
|
|
|
4,931
|
|
|
||||||||||
Wildwood Associates
|
11,219
|
|
|
16,337
|
|
|
—
|
|
|
—
|
|
|
11,140
|
|
|
16,297
|
|
|
(444
|
)
|
(1
|
)
|
(1,151
|
)
|
(1
|
)
|
||||||||
Crawford Long - CPI, LLC
|
27,296
|
|
|
27,362
|
|
|
69,911
|
|
|
71,047
|
|
|
(44,561
|
)
|
|
(44,815
|
)
|
|
(21,258
|
)
|
(1
|
)
|
(21,323
|
)
|
(1
|
)
|
||||||||
|
$
|
746,718
|
|
|
$
|
643,134
|
|
|
$
|
343,755
|
|
|
$
|
338,590
|
|
|
$
|
330,757
|
|
|
$
|
267,423
|
|
|
$
|
132,368
|
|
|
$
|
78,940
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Income (Loss)
|
|
||||||||||||||||||
SUMMARY OF OPERATIONS:
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||||||
Charlotte Gateway Village, LLC
|
$
|
20,043
|
|
|
$
|
20,125
|
|
|
$
|
7,792
|
|
|
$
|
7,202
|
|
|
$
|
3,896
|
|
|
$
|
3,601
|
|
|
Wildwood Associates
|
—
|
|
|
—
|
|
|
(1,108
|
)
|
|
(86
|
)
|
|
2,739
|
|
|
(43
|
)
|
|
||||||
Terminus Office Holdings
|
33,545
|
|
|
33,503
|
|
|
4,424
|
|
|
4,907
|
|
|
2,276
|
|
|
2,453
|
|
|
||||||
Crawford Long - CPI, LLC
|
9,381
|
|
|
9,017
|
|
|
2,631
|
|
|
2,285
|
|
|
1,254
|
|
|
1,142
|
|
|
||||||
HICO Victory Center LP
|
282
|
|
|
320
|
|
|
282
|
|
|
320
|
|
|
160
|
|
|
171
|
|
|
||||||
Austin 300 Colorado Project, LP
|
385
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
||||||
Temco Associates, LLC
|
128
|
|
|
144
|
|
|
58
|
|
|
70
|
|
|
32
|
|
|
35
|
|
|
||||||
Courvoisier Centre JV, LLC
|
—
|
|
|
12,701
|
|
|
—
|
|
|
(1,000
|
)
|
|
5
|
|
|
(80
|
)
|
|
||||||
111 West Rio Building
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,592
|
)
|
|
||||||
AMCO 120 WT Holdings, LLC
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
||||||
DC Charlotte Plaza LLLP
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
||||||
EP I LLC
|
27
|
|
|
4,094
|
|
|
1
|
|
|
44,865
|
|
|
(5
|
)
|
|
28,479
|
|
|
||||||
HICO Avalon II, LLC
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
||||||
EP II LLC
|
—
|
|
|
2,644
|
|
|
(21
|
)
|
|
13,023
|
|
|
(15
|
)
|
|
9,768
|
|
|
||||||
CL Realty, L.L.C.
|
—
|
|
|
2,899
|
|
|
(116
|
)
|
|
2,657
|
|
|
(71
|
)
|
|
408
|
|
|
||||||
Carolina Square Holdings LP
|
7,403
|
|
|
640
|
|
|
5
|
|
|
(100
|
)
|
|
(173
|
)
|
|
19
|
|
|
||||||
|
$
|
71,194
|
|
|
$
|
86,089
|
|
|
$
|
14,079
|
|
|
$
|
74,123
|
|
|
$
|
10,173
|
|
|
$
|
43,362
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
In-place leases, net of accumulated amortization of $117,553 and $91,548 at September 30, 2018 and December 31, 2017, respectively
|
|
$
|
113,542
|
|
|
$
|
139,548
|
|
Above-market tenant leases, net of accumulated amortization of $18,007 and $13,038 at September 30, 2018 and December 31, 2017, respectively
|
|
21,948
|
|
|
26,917
|
|
||
Below-market ground lease, net of accumulated amortization of $552 and $345 at September 30, 2018 and December 31, 2017, respectively
|
|
17,861
|
|
|
18,067
|
|
||
Goodwill
|
|
1,674
|
|
|
1,674
|
|
||
|
|
$
|
155,025
|
|
|
$
|
186,206
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $24,350 and $21,925 at September 30, 2018 and December 31, 2017, respectively
|
|
$
|
13,181
|
|
|
$
|
12,241
|
|
Line of credit deferred financing costs, net of accumulated amortization of $1,086 and $3,119 at September 30, 2018 and December 31, 2017, respectively
|
|
6,209
|
|
|
1,213
|
|
||
Prepaid expenses and other assets
|
|
4,999
|
|
|
3,902
|
|
||
Predevelopment costs and earnest money
|
|
3,965
|
|
|
372
|
|
||
Lease inducements, net of accumulated amortization of $1,344 and $978 at September 30, 2018 and December 31, 2017, respectively
|
|
3,589
|
|
|
3,126
|
|
||
|
|
$
|
31,943
|
|
|
$
|
20,854
|
|
Description
|
|
Interest Rate
|
|
Maturity(1)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||
Term Loan, Unsecured
|
|
3.46
|
%
|
|
2021
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
Senior Notes, Unsecured
|
|
3.91
|
%
|
|
2025
|
|
250,000
|
|
|
250,000
|
|
|||
Fifth Third Center
|
|
3.37
|
%
|
|
2026
|
|
144,271
|
|
|
146,557
|
|
|||
Colorado Tower
|
|
3.45
|
%
|
|
2026
|
|
120,000
|
|
|
120,000
|
|
|||
Promenade
|
|
4.27
|
%
|
|
2022
|
|
100,030
|
|
|
102,355
|
|
|||
Senior Notes, Unsecured
|
|
4.09
|
%
|
|
2027
|
|
100,000
|
|
|
100,000
|
|
|||
816 Congress
|
|
3.75
|
%
|
|
2024
|
|
82,089
|
|
|
83,304
|
|
|||
Meridian Mark Plaza
|
|
6.00
|
%
|
|
2020
|
|
23,655
|
|
|
24,038
|
|
|||
The Pointe (2)
|
|
4.01
|
%
|
|
2019
|
|
—
|
|
|
22,510
|
|
|||
Credit Facility, Unsecured
|
|
3.31
|
%
|
|
2023
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
1,070,045
|
|
—
|
|
1,098,764
|
|
|||
Unamortized premium, net
|
|
|
|
|
|
—
|
|
|
219
|
|
||||
Unamortized loan costs
|
|
|
|
|
|
(5,033
|
)
|
|
(5,755
|
)
|
||||
Total Notes Payable
|
|
|
|
|
|
$
|
1,065,012
|
|
|
$
|
1,093,228
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Total interest incurred
|
$
|
11,087
|
|
|
$
|
10,288
|
|
|
$
|
33,064
|
|
|
$
|
32,360
|
|
Interest capitalized
|
(1,536
|
)
|
|
(2,701
|
)
|
|
(4,021
|
)
|
|
(6,509
|
)
|
||||
Total interest expense
|
$
|
9,551
|
|
|
$
|
7,587
|
|
|
$
|
29,043
|
|
|
$
|
25,851
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Earnings per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
19,859
|
|
|
$
|
12,285
|
|
|
$
|
58,014
|
|
|
$
|
188,088
|
|
Net income attributable to noncontrolling interests in CPLP
from continuing operations
|
(326
|
)
|
|
(213
|
)
|
|
(1,023
|
)
|
|
(3,170
|
)
|
||||
Net income attributable to other noncontrolling interests
|
(48
|
)
|
|
(5
|
)
|
|
(187
|
)
|
|
(11
|
)
|
||||
Net income available to common stockholders
|
$
|
19,485
|
|
|
$
|
12,067
|
|
|
$
|
56,804
|
|
|
$
|
184,907
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
420,385
|
|
|
419,998
|
|
|
420,279
|
|
|
414,123
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
19,859
|
|
|
$
|
12,285
|
|
|
$
|
58,014
|
|
|
$
|
188,088
|
|
Net income attributable to other noncontrolling interests from continuing operations
|
(48
|
)
|
|
(5
|
)
|
|
(187
|
)
|
|
(11
|
)
|
||||
Net income available to common stockholders before net income attributable to noncontrolling interests in CPLP
|
$
|
19,811
|
|
|
$
|
12,280
|
|
|
$
|
57,827
|
|
|
$
|
188,077
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
420,385
|
|
|
419,998
|
|
|
420,279
|
|
|
414,123
|
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Potential dilutive common shares - stock options
|
161
|
|
|
328
|
|
|
219
|
|
|
320
|
|
||||
Weighted average units of CPLP convertible into
common shares
|
6,974
|
|
|
6,974
|
|
|
6,974
|
|
|
7,511
|
|
||||
Weighted average common shares - diluted
|
427,520
|
|
|
427,300
|
|
|
427,472
|
|
|
421,954
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - diluted
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average anti-dilutive stock options outstanding
|
—
|
|
|
731
|
|
|
8
|
|
|
740
|
|
|
|
September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
Interest paid, net of amounts capitalized
|
$
|
31,601
|
|
|
$
|
26,927
|
|
|
Non-Cash Transactions:
|
|
|
|
|||||
|
Transfer from projects under development to operating properties
|
212,628
|
|
|
58,928
|
|
||
|
Common stock dividends declared and accrued
|
27,364
|
|
|
25,201
|
|
||
|
Change in accrued property acquisition, development, and tenant expenditures
|
21,920
|
|
|
(18,081
|
)
|
||
|
Cumulative effect of change in accounting principle
|
22,329
|
|
|
—
|
|
||
|
Transfer from investment in unconsolidated joint ventures to projects under development
|
7,025
|
|
|
—
|
|
||
|
Transfer from investment in unconsolidated joint ventures to operating properties
|
—
|
|
|
68,390
|
|
|
September 30,
|
|
December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2017
|
|
2016
|
||||||||
Cash and cash equivalents
|
$
|
82,706
|
|
|
$
|
62,167
|
|
|
$
|
148,929
|
|
|
$
|
35,687
|
|
Restricted cash
|
419
|
|
|
437
|
|
|
56,816
|
|
|
15,634
|
|
||||
Total cash, cash equivalents, and restricted cash
|
$
|
83,125
|
|
|
$
|
62,604
|
|
|
$
|
205,745
|
|
|
$
|
51,321
|
|
Three Months Ended September 30, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
32,296
|
|
|
$
|
—
|
|
|
$
|
32,296
|
|
Charlotte
|
|
15,924
|
|
|
—
|
|
|
15,924
|
|
|||
Austin
|
|
15,180
|
|
|
—
|
|
|
15,180
|
|
|||
Phoenix
|
|
9,265
|
|
|
—
|
|
|
9,265
|
|
|||
Tampa
|
|
7,446
|
|
|
—
|
|
|
7,446
|
|
|||
Other
|
|
310
|
|
|
437
|
|
|
747
|
|
|||
Total Net Operating Income
|
|
$
|
80,421
|
|
|
$
|
437
|
|
|
$
|
80,858
|
|
Three Months Ended September 30, 2017
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
25,247
|
|
|
$
|
—
|
|
|
$
|
25,247
|
|
Charlotte
|
|
15,074
|
|
|
—
|
|
|
15,074
|
|
|||
Austin
|
|
15,489
|
|
|
—
|
|
|
15,489
|
|
|||
Phoenix
|
|
8,667
|
|
|
—
|
|
|
8,667
|
|
|||
Tampa
|
|
7,412
|
|
|
—
|
|
|
7,412
|
|
|||
Orlando
|
|
3,356
|
|
|
—
|
|
|
3,356
|
|
|||
Other
|
|
525
|
|
|
45
|
|
|
570
|
|
|||
Total Net Operating Income
|
|
$
|
75,770
|
|
|
$
|
45
|
|
|
$
|
75,815
|
|
Nine Months Ended September 30, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
96,639
|
|
|
$
|
—
|
|
|
$
|
96,639
|
|
Charlotte
|
|
47,197
|
|
|
—
|
|
|
47,197
|
|
|||
Austin
|
|
45,209
|
|
|
—
|
|
|
45,209
|
|
|||
Phoenix
|
|
27,119
|
|
|
—
|
|
|
27,119
|
|
|||
Tampa
|
|
22,816
|
|
|
—
|
|
|
22,816
|
|
|||
Other
|
|
1,183
|
|
|
1,468
|
|
|
2,651
|
|
|||
Total Net Operating Income
|
|
$
|
240,163
|
|
|
$
|
1,468
|
|
|
$
|
241,631
|
|
Nine Months Ended September 30, 2017
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
84,437
|
|
|
$
|
3,125
|
|
|
$
|
87,562
|
|
Charlotte
|
|
46,117
|
|
|
—
|
|
|
46,117
|
|
|||
Austin
|
|
44,113
|
|
|
—
|
|
|
44,113
|
|
|||
Phoenix
|
|
24,722
|
|
|
—
|
|
|
24,722
|
|
|||
Tampa
|
|
21,700
|
|
|
—
|
|
|
21,700
|
|
|||
Orlando
|
|
10,464
|
|
|
—
|
|
|
10,464
|
|
|||
Other
|
|
1,374
|
|
|
45
|
|
|
1,419
|
|
|||
Total Net Operating Income
|
|
$
|
232,927
|
|
|
$
|
3,170
|
|
|
$
|
236,097
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Operating Income
|
$
|
80,858
|
|
|
$
|
75,815
|
|
|
$
|
241,631
|
|
|
$
|
236,097
|
|
Net operating income from unconsolidated joint
ventures
|
(6,994
|
)
|
|
(6,934
|
)
|
|
(21,643
|
)
|
|
(23,719
|
)
|
||||
Fee income
|
2,519
|
|
|
2,597
|
|
|
7,211
|
|
|
6,387
|
|
||||
Other income
|
744
|
|
|
993
|
|
|
2,836
|
|
|
9,593
|
|
||||
Reimbursed expenses
|
(955
|
)
|
|
(895
|
)
|
|
(2,757
|
)
|
|
(2,667
|
)
|
||||
General and administrative expenses
|
(3,913
|
)
|
|
(7,193
|
)
|
|
(18,793
|
)
|
|
(21,993
|
)
|
||||
Interest expense
|
(9,551
|
)
|
|
(7,587
|
)
|
|
(29,043
|
)
|
|
(25,851
|
)
|
||||
Depreciation and amortization
|
(45,068
|
)
|
|
(47,622
|
)
|
|
(135,836
|
)
|
|
(152,546
|
)
|
||||
Acquisition and transaction costs
|
—
|
|
|
677
|
|
|
(228
|
)
|
|
(1,499
|
)
|
||||
Gain on extinguishment of debt
|
93
|
|
|
429
|
|
|
8
|
|
|
2,258
|
|
||||
Other expenses
|
(93
|
)
|
|
(423
|
)
|
|
(457
|
)
|
|
(1,063
|
)
|
||||
Income from unconsolidated joint ventures
|
2,252
|
|
|
2,461
|
|
|
10,173
|
|
|
43,362
|
|
||||
Gain (loss) on sale of investment properties
|
(33
|
)
|
|
(33
|
)
|
|
4,912
|
|
|
119,729
|
|
||||
Net Income
|
$
|
19,859
|
|
|
$
|
12,285
|
|
|
$
|
58,014
|
|
|
$
|
188,088
|
|
Three Months Ended September 30, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
51,088
|
|
|
$
|
—
|
|
|
$
|
51,088
|
|
Austin
|
|
26,415
|
|
|
—
|
|
|
26,415
|
|
|||
Charlotte
|
|
23,263
|
|
|
—
|
|
|
23,263
|
|
|||
Phoenix
|
|
12,830
|
|
|
—
|
|
|
12,830
|
|
|||
Tampa
|
|
12,228
|
|
|
—
|
|
|
12,228
|
|
|||
Other
|
|
1,104
|
|
|
429
|
|
|
1,533
|
|
|||
Total segment revenues
|
|
126,928
|
|
|
429
|
|
|
127,357
|
|
|||
Less: Company's share of rental property revenues from unconsolidated joint ventures
|
|
(11,485
|
)
|
|
(429
|
)
|
|
(11,914
|
)
|
|||
Total rental property revenues
|
|
$
|
115,443
|
|
|
$
|
—
|
|
|
$
|
115,443
|
|
Three Months Ended September 30, 2017
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
41,507
|
|
|
$
|
—
|
|
|
$
|
41,507
|
|
Austin
|
|
25,385
|
|
|
—
|
|
|
25,385
|
|
|||
Charlotte
|
|
23,153
|
|
|
—
|
|
|
23,153
|
|
|||
Tampa
|
|
11,815
|
|
|
—
|
|
|
11,815
|
|
|||
Phoenix
|
|
11,692
|
|
|
—
|
|
|
11,692
|
|
|||
Orlando
|
|
6,408
|
|
|
—
|
|
|
6,408
|
|
|||
Other
|
|
915
|
|
|
143
|
|
|
1,058
|
|
|||
Total segment revenues
|
|
120,875
|
|
|
143
|
|
|
121,018
|
|
|||
Less: Company's share of rental property revenues from unconsolidated joint ventures
|
|
(11,306
|
)
|
|
(143
|
)
|
|
(11,449
|
)
|
|||
Total rental property revenues
|
|
$
|
109,569
|
|
|
$
|
—
|
|
|
$
|
109,569
|
|
Nine Months Ended September 30, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
150,917
|
|
|
$
|
—
|
|
|
$
|
150,917
|
|
Austin
|
|
79,329
|
|
|
—
|
|
|
79,329
|
|
|||
Charlotte
|
|
69,342
|
|
|
—
|
|
|
69,342
|
|
|||
Tampa
|
|
37,014
|
|
|
—
|
|
|
37,014
|
|
|||
Phoenix
|
|
37,137
|
|
|
—
|
|
|
37,137
|
|
|||
Other
|
|
3,238
|
|
|
997
|
|
|
4,235
|
|
|||
Total segment revenues
|
|
376,977
|
|
|
997
|
|
|
377,974
|
|
|||
Less: Company's share of rental property revenues from unconsolidated joint ventures
|
|
(34,488
|
)
|
|
(997
|
)
|
|
(35,485
|
)
|
|||
Total rental property revenues
|
|
$
|
342,489
|
|
|
$
|
—
|
|
|
$
|
342,489
|
|
Nine Months Ended September 30, 2017
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
135,319
|
|
|
$
|
5,049
|
|
|
$
|
140,368
|
|
Austin
|
|
75,348
|
|
|
—
|
|
|
75,348
|
|
|||
Charlotte
|
|
68,495
|
|
|
—
|
|
|
68,495
|
|
|||
Tampa
|
|
34,913
|
|
|
—
|
|
|
34,913
|
|
|||
Phoenix
|
|
33,689
|
|
|
—
|
|
|
33,689
|
|
|||
Orlando
|
|
19,380
|
|
|
—
|
|
|
19,380
|
|
|||
Other
|
|
2,492
|
|
|
143
|
|
|
2,635
|
|
|||
Total segment revenues
|
|
369,636
|
|
|
5,192
|
|
|
374,828
|
|
|||
Less: Company's share of rental property revenues from unconsolidated joint ventures
|
|
(33,543
|
)
|
|
(5,192
|
)
|
|
(38,735
|
)
|
|||
Total rental property revenues
|
|
$
|
336,093
|
|
|
$
|
—
|
|
|
$
|
336,093
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same Property
|
$
|
105,755
|
|
|
$
|
101,196
|
|
|
$
|
4,559
|
|
|
4.5
|
%
|
|
$
|
313,611
|
|
|
$
|
301,438
|
|
|
$
|
12,173
|
|
|
4.0
|
%
|
Non-Same Property
|
9,688
|
|
|
8,373
|
|
|
1,315
|
|
|
15.7
|
%
|
|
28,878
|
|
|
34,655
|
|
|
(5,777
|
)
|
|
(16.7
|
)%
|
||||||
Total Rental Property Revenues
|
$
|
115,443
|
|
|
$
|
109,569
|
|
|
$
|
5,874
|
|
|
5.4
|
%
|
|
$
|
342,489
|
|
|
$
|
336,093
|
|
|
$
|
6,396
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same Property
|
$
|
39,111
|
|
|
$
|
36,585
|
|
|
$
|
2,526
|
|
|
6.9
|
%
|
|
$
|
115,619
|
|
|
$
|
108,406
|
|
|
$
|
7,213
|
|
|
6.7
|
%
|
Non-Same Property
|
2,468
|
|
|
4,103
|
|
|
(1,635
|
)
|
|
(39.8
|
)%
|
|
6,882
|
|
|
15,309
|
|
|
(8,427
|
)
|
|
(55.0
|
)%
|
||||||
Total Rental Property Operating Expenses
|
$
|
41,579
|
|
|
$
|
40,688
|
|
|
$
|
891
|
|
|
2.2
|
%
|
|
$
|
122,501
|
|
|
$
|
123,715
|
|
|
$
|
(1,214
|
)
|
|
(1.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same Property NOI
|
$
|
66,644
|
|
|
$
|
64,611
|
|
|
$
|
2,033
|
|
|
3.1
|
%
|
|
$
|
197,992
|
|
|
$
|
193,032
|
|
|
$
|
4,960
|
|
|
2.6
|
%
|
Non-Same Property NOI
|
7,220
|
|
|
4,270
|
|
|
2,950
|
|
|
69.1
|
%
|
|
21,996
|
|
|
19,346
|
|
|
2,650
|
|
|
13.7
|
%
|
||||||
Total NOI
|
$
|
73,864
|
|
|
$
|
68,881
|
|
|
$
|
4,983
|
|
|
7.2
|
%
|
|
$
|
219,988
|
|
|
$
|
212,378
|
|
|
$
|
7,610
|
|
|
3.6
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
2018
|
|
2017
|
|
$ Change
|
||||||||||||
Net operating income
|
$
|
6,994
|
|
|
$
|
6,934
|
|
|
$
|
60
|
|
|
$
|
21,643
|
|
|
$
|
23,719
|
|
|
$
|
(2,076
|
)
|
Other income, net
|
36
|
|
|
165
|
|
|
(129
|
)
|
|
83
|
|
|
1,869
|
|
|
(1,786
|
)
|
||||||
Depreciation and amortization
|
(3,119
|
)
|
|
(2,862
|
)
|
|
(257
|
)
|
|
(9,554
|
)
|
|
(10,535
|
)
|
|
981
|
|
||||||
Interest expense
|
(1,657
|
)
|
|
(1,776
|
)
|
|
119
|
|
|
(4,763
|
)
|
|
(6,023
|
)
|
|
1,260
|
|
||||||
Net gain (loss) on sale of investment property
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(15
|
)
|
|
34,332
|
|
|
(34,347
|
)
|
||||||
Gain on sale of undepreciated property
|
—
|
|
|
—
|
|
|
—
|
|
|
2,779
|
|
|
—
|
|
|
2,779
|
|
||||||
Income from unconsolidated joint ventures
|
$
|
2,252
|
|
|
$
|
2,461
|
|
|
$
|
(209
|
)
|
|
$
|
10,173
|
|
|
$
|
43,362
|
|
|
$
|
(33,189
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income Available to Common Stockholders
|
$
|
19,485
|
|
|
$
|
12,067
|
|
|
$
|
56,804
|
|
|
$
|
184,907
|
|
Depreciation and amortization of real estate assets:
|
|
|
|
|
|
|
|
||||||||
Consolidated properties
|
44,599
|
|
|
47,161
|
|
|
134,426
|
|
|
151,169
|
|
||||
Share of unconsolidated joint ventures
|
3,119
|
|
|
2,862
|
|
|
9,554
|
|
|
10,535
|
|
||||
Partners' share of real estate depreciation
|
(72
|
)
|
|
(4
|
)
|
|
(211
|
)
|
|
(4
|
)
|
||||
(Gain) loss on sale of depreciated properties:
|
|
|
|
|
|
|
|
||||||||
Consolidated properties
|
33
|
|
|
36
|
|
|
(4,912
|
)
|
|
(119,713
|
)
|
||||
Share of unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
15
|
|
|
(34,332
|
)
|
||||
Non-controlling interest related to unit holders
|
326
|
|
|
212
|
|
|
1,023
|
|
|
3,169
|
|
||||
Funds From Operations
|
$
|
67,490
|
|
|
$
|
62,334
|
|
|
$
|
196,699
|
|
|
$
|
195,731
|
|
Per Common Share — Diluted:
|
|
|
|
|
|
|
|
||||||||
Net Income Available to Common
Stockholders |
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
Funds from Operations
|
$
|
0.16
|
|
|
$
|
0.15
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
Weighted Average Shares — Diluted
|
427,520
|
|
|
427,300
|
|
|
427,472
|
|
|
421,954
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income
|
$
|
19,859
|
|
|
$
|
12,285
|
|
|
$
|
58,014
|
|
|
$
|
188,088
|
|
Fee income
|
(2,519
|
)
|
|
(2,597
|
)
|
|
(7,211
|
)
|
|
(6,387
|
)
|
||||
Other income
|
(744
|
)
|
|
(993
|
)
|
|
(2,836
|
)
|
|
(9,593
|
)
|
||||
Reimbursed expenses
|
955
|
|
|
895
|
|
|
2,757
|
|
|
2,667
|
|
||||
General and administrative expenses
|
3,913
|
|
|
7,193
|
|
|
18,793
|
|
|
21,993
|
|
||||
Interest expense
|
9,551
|
|
|
7,587
|
|
|
29,043
|
|
|
25,851
|
|
||||
Depreciation and amortization
|
45,068
|
|
|
47,622
|
|
|
135,836
|
|
|
152,546
|
|
||||
Acquisition and transaction costs
|
—
|
|
|
(677
|
)
|
|
228
|
|
|
1,499
|
|
||||
Other expenses
|
93
|
|
|
423
|
|
|
457
|
|
|
1,063
|
|
||||
Gain on extinguishment of debt
|
(93
|
)
|
|
(429
|
)
|
|
(8
|
)
|
|
(2,258
|
)
|
||||
Income from unconsolidated joint ventures
|
(2,252
|
)
|
|
(2,461
|
)
|
|
(10,173
|
)
|
|
(43,362
|
)
|
||||
(Gain) loss on sale of investment properties
|
33
|
|
|
33
|
|
|
(4,912
|
)
|
|
(119,729
|
)
|
||||
Net Operating Income
|
$
|
73,864
|
|
|
$
|
68,881
|
|
|
$
|
219,988
|
|
|
$
|
212,378
|
|
•
|
property and land acquisitions;
|
•
|
expenditures on development projects;
|
•
|
building improvements, tenant improvements, and leasing costs;
|
•
|
principal and interest payments on indebtedness; and
|
•
|
common stock dividends and distributions to outside unitholders of CPLP.
|
•
|
cash and cash equivalents on hand;
|
•
|
net cash from operations;
|
•
|
proceeds from the sale of assets;
|
•
|
borrowings under our credit facility;
|
•
|
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:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unsecured Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unsecured Senior Notes
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|||||
Unsecured Term Loan
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|||||
Mortgage notes payable
|
|
470,045
|
|
|
2,684
|
|
|
44,820
|
|
|
108,300
|
|
|
314,241
|
|
|||||
Interest commitments (1)
|
|
241,223
|
|
|
7,136
|
|
|
82,591
|
|
|
67,061
|
|
|
84,435
|
|
|||||
Ground leases
|
|
205,709
|
|
|
2,321
|
|
|
4,660
|
|
|
4,748
|
|
|
193,980
|
|
|||||
Other operating leases
|
|
580
|
|
|
277
|
|
|
255
|
|
|
48
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
1,517,557
|
|
|
$
|
12,418
|
|
|
$
|
132,326
|
|
|
$
|
430,157
|
|
|
$
|
942,656
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded tenant improvements and construction obligations
|
|
$
|
93,773
|
|
|
$
|
57,678
|
|
|
$
|
36,095
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
|
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Performance bonds
|
|
665
|
|
|
665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments
|
|
$
|
96,438
|
|
|
$
|
60,343
|
|
|
$
|
36,095
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
September 30, 2018
.
|
|
Nine Months Ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
178,037
|
|
|
$
|
161,229
|
|
|
$
|
16,808
|
|
Net cash used in investing activities
|
(182,402
|
)
|
|
(7,395
|
)
|
|
(175,007
|
)
|
|||
Net cash used in financing activities
|
(118,255
|
)
|
|
(142,551
|
)
|
|
24,296
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Development
|
$
|
47,842
|
|
|
$
|
144,116
|
|
Operating — leasing costs
|
29,359
|
|
|
53,809
|
|
||
Operating — building improvements
|
22,711
|
|
|
38,097
|
|
||
Capitalized interest
|
4,021
|
|
|
6,509
|
|
||
Capitalized personnel costs
|
6,615
|
|
|
5,361
|
|
||
Change in accrued capital expenditures
|
21,920
|
|
|
(18,081
|
)
|
||
Total property acquisition, development, and tenant asset expenditures
|
$
|
132,468
|
|
|
$
|
229,811
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
11
|
*
|
Computation of Per Share Earnings.
|
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
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.
|
*
|
|
Data required by ASC 260, “Earnings per Share,” is provided in note 8 to the condensed consolidated financial statements included in this report.
|
†
|
|
Filed herewith.
|
|
COUSINS PROPERTIES INCORPORATED
|
||
|
/s/ Gregg D. Adzema
|
||
|
Gregg D. Adzema
|
||
|
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Lawrence L. Gellerstedt III
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Gregg D. Adzema
|
/s/ Lawrence L. Gellerstedt III
|
/s/ Gregg D. Adzema
|