þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
GEORGIA
(State or other jurisdiction of
incorporation or organization)
|
58-0869052
(I.R.S. Employer
Identification No.)
|
3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia
(Address of principal executive offices)
|
30326-4802
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $1 par value per share
|
|
CUZ
|
|
New York Stock Exchange ("NYSE")
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
Class
|
|
Outstanding at May 6, 2019
|
Common Stock, $1 par value per share
|
|
420,586,130 shares
|
|
Page No.
|
|
|
•
|
2019 guidance and underlying assumptions;
|
•
|
business and financial strategy;
|
•
|
future debt financings;
|
•
|
future acquisitions and dispositions of operating assets;
|
•
|
future acquisitions and dispositions of land, including ground leases;
|
•
|
future development and redevelopment opportunities, including fee development opportunities;
|
•
|
future issuances and repurchases of common stock;
|
•
|
future distributions;
|
•
|
projected capital expenditures;
|
•
|
market and industry trends;
|
•
|
entry into new markets;
|
•
|
future changes in interest rates;
|
•
|
the benefits of the proposed transactions involving us and TIER REIT, Inc. ("TIER"), including all future financial and operating results, plans, objectives, expectations and intentions;
|
•
|
benefits of the proposed transactions with TIER to tenants, employees, stockholders, and other constituents of the combined company;
|
•
|
integrating TIER with us;
|
•
|
the expected timetable for completing the proposed transactions with TIER; and
|
•
|
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.
|
•
|
the availability and terms of capital;
|
•
|
the ability to refinance or repay indebtedness as it matures;
|
•
|
the failure of purchase, sale, or other contracts to ultimately close;
|
•
|
the failure to achieve anticipated benefits from acquisitions, investments, or dispositions;
|
•
|
the potential dilutive effect of common stock or operating partnership unit issuances;
|
•
|
the availability of buyers and pricing with respect to the disposition of assets;
|
•
|
changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate (including supply and demand changes), particularly in Atlanta, Charlotte, Austin, Phoenix, and Tampa where we have high concentrations of our lease revenue;
|
•
|
changes to our strategy with regard to land and other non-core holdings that require impairment losses to be recognized;
|
•
|
leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly developed and/or recently acquired space, the failure of a tenant to occupy leased space, and the risk of declining leasing rates;
|
•
|
changes in the needs of our tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of telecommuting;
|
•
|
any adverse change in the financial condition of one or more of our major tenants;
|
•
|
volatility in interest rates and insurance rates;
|
•
|
competition from other developers or investors;
|
•
|
the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk);
|
•
|
cyber security breaches;
|
•
|
changes in senior management and the loss of key personnel;
|
•
|
the potential liability for uninsured losses, condemnation, or environmental issues;
|
•
|
the potential liability for a failure to meet regulatory requirements;
|
•
|
the financial condition and liquidity of, or disputes with, joint venture partners;
|
•
|
any failure to comply with debt covenants under credit agreements;
|
•
|
any failure to continue to qualify for taxation as a real estate investment trust and meet regulatory requirements;
|
•
|
potential changes to state, local, or federal regulations applicable to our business;
|
•
|
material changes in the rates or the ability to pay dividends on common shares or other securities;
|
•
|
potential changes to the tax laws impacting REITs and real estate in general;
|
•
|
risks associated with the ability to consummate the proposed transactions with TIER and the timing of the closing of the proposed transactions with TIER;
|
•
|
the failure to obtain debt financing arrangements in connection with the proposed transactions with TIER;
|
•
|
the ability to secure favorable interest rates on debt financing incurred in connection with the proposed transactions with TIER;
|
•
|
the ability to successfully integrate our operations and employees in connection with the proposed transaction with TIER;
|
•
|
the ability to realize anticipated benefits and synergies of the proposed transactions with TIER;
|
•
|
the outcome of pending litigation related to the merger with TIER;
|
•
|
the amount of the costs, fees, expenses, and charges related to the proposed transactions with TIER; and
|
•
|
those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by the Company and TIER, and those additional risks and factors discussed in reports filed with the SEC by the Company.
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Rental property revenues
|
$
|
123,345
|
|
|
$
|
113,348
|
|
Fee income
|
8,728
|
|
|
2,894
|
|
||
Other
|
660
|
|
|
960
|
|
||
|
132,733
|
|
|
117,202
|
|
||
Expenses:
|
|
|
|
|
|
||
Rental property operating expenses
|
43,487
|
|
|
40,191
|
|
||
Reimbursed expenses
|
932
|
|
|
942
|
|
||
General and administrative expenses
|
11,460
|
|
|
6,809
|
|
||
Interest expense
|
10,820
|
|
|
9,778
|
|
||
Depreciation and amortization
|
45,861
|
|
|
45,093
|
|
||
Acquisition costs
|
3
|
|
|
91
|
|
||
Other
|
180
|
|
|
320
|
|
||
|
112,743
|
|
|
103,224
|
|
||
Income from unconsolidated joint ventures
|
2,904
|
|
|
2,885
|
|
||
Gain (loss) on sale of investment properties
|
13,111
|
|
|
(372
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
(85
|
)
|
||
Net income
|
36,005
|
|
|
16,406
|
|
||
Net income attributable to noncontrolling interests
|
(664
|
)
|
|
(363
|
)
|
||
Net income available to common stockholders
|
$
|
35,341
|
|
|
$
|
16,043
|
|
|
|
|
|
|
|||
Net income per common share — basic and diluted
|
$
|
0.08
|
|
|
$
|
0.04
|
|
Weighted average shares — basic
|
420,510
|
|
|
420,154
|
|
||
Weighted average shares — diluted
|
427,607
|
|
|
427,695
|
|
|
|
Preferred
Stock |
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Distributions in
Excess of
Net Income
|
|
Stockholders’
Investment
|
|
Nonredeemable
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance December 31, 2018
|
|
$
|
6,867
|
|
|
$
|
430,725
|
|
|
$
|
3,606,191
|
|
|
$
|
(148,473
|
)
|
|
$
|
(1,129,445
|
)
|
|
$
|
2,765,865
|
|
|
$
|
55,291
|
|
|
$
|
2,821,156
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,341
|
|
|
35,341
|
|
|
664
|
|
|
36,005
|
|
||||||||
Common stock issued pursuant to stock based compensation
|
|
—
|
|
|
202
|
|
|
(1,106
|
)
|
|
—
|
|
|
—
|
|
|
(904
|
)
|
|
—
|
|
|
(904
|
)
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
607
|
|
||||||||
Contributions from nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,581
|
|
|
2,581
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(724
|
)
|
|
(724
|
)
|
||||||||
Common dividends ($0.0725 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,492
|
)
|
|
(30,492
|
)
|
|
—
|
|
|
(30,492
|
)
|
||||||||
Balance March 31, 2019
|
|
$
|
6,867
|
|
|
$
|
430,927
|
|
|
$
|
3,605,692
|
|
|
$
|
(148,473
|
)
|
|
$
|
(1,124,596
|
)
|
|
$
|
2,770,417
|
|
|
$
|
57,812
|
|
|
$
|
2,828,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance December 31, 2017
|
|
$
|
6,867
|
|
|
$
|
430,350
|
|
|
$
|
3,604,776
|
|
|
$
|
(148,373
|
)
|
|
$
|
(1,121,647
|
)
|
|
$
|
2,771,973
|
|
|
$
|
53,138
|
|
|
$
|
2,825,111
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,043
|
|
|
16,043
|
|
|
363
|
|
|
16,406
|
|
||||||||
Common stock issued pursuant to stock based compensation
|
|
—
|
|
|
232
|
|
|
(991
|
)
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
|
—
|
|
|
(759
|
)
|
||||||||
Cumulative effect of change in accounting principle
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,329
|
|
|
22,329
|
|
|
—
|
|
|
22,329
|
|
||||||||
Amortization of stock options and restricted stock, net of forfeitures
|
|
—
|
|
|
(9
|
)
|
|
551
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
542
|
|
||||||||
Distributions to nonredeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
(399
|
)
|
||||||||
Common dividends ($0.065 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,315
|
)
|
|
(27,315
|
)
|
|
—
|
|
|
(27,315
|
)
|
||||||||
Balance March 31, 2018
|
|
$
|
6,867
|
|
|
$
|
430,573
|
|
|
$
|
3,604,336
|
|
|
$
|
(148,373
|
)
|
|
$
|
(1,110,590
|
)
|
|
$
|
2,782,813
|
|
|
$
|
53,102
|
|
|
$
|
2,835,915
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
36,005
|
|
|
$
|
16,406
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
(Gain) loss on sale of investment properties
|
(13,111
|
)
|
|
372
|
|
||
Depreciation and amortization
|
45,861
|
|
|
45,093
|
|
||
Amortization of deferred financing costs and premium/discount on notes payable
|
615
|
|
|
552
|
|
||
Stock-based compensation expense, net of forfeitures
|
607
|
|
|
542
|
|
||
Effect of non-cash adjustments to revenues
|
(11,933
|
)
|
|
(9,996
|
)
|
||
Income from unconsolidated joint ventures
|
(2,904
|
)
|
|
(2,885
|
)
|
||
Operating distributions from unconsolidated joint ventures
|
2,536
|
|
|
2,564
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
85
|
|
||
Changes in other operating assets and liabilities:
|
|
|
|
||||
Change in other receivables and other assets, net
|
(1,720
|
)
|
|
(7,094
|
)
|
||
Change in operating liabilities, net
|
(11,455
|
)
|
|
(24,733
|
)
|
||
Net cash provided by operating activities
|
44,501
|
|
|
20,906
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from investment property sales
|
57,676
|
|
|
—
|
|
||
Property acquisition, development, and tenant asset expenditures
|
(122,785
|
)
|
|
(60,175
|
)
|
||
Investment in unconsolidated joint ventures
|
(5,566
|
)
|
|
(21,613
|
)
|
||
Distributions from unconsolidated joint ventures
|
—
|
|
|
242
|
|
||
Change in notes receivable and other assets
|
(23
|
)
|
|
(795
|
)
|
||
Other
|
—
|
|
|
(472
|
)
|
||
Net cash used in investing activities
|
(70,698
|
)
|
|
(82,813
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from credit facility
|
160,000
|
|
|
—
|
|
||
Repayment of credit facility
|
(103,600
|
)
|
|
—
|
|
||
Repayment of notes payable
|
(2,710
|
)
|
|
(2,161
|
)
|
||
Payment of deferred financing costs
|
—
|
|
|
(6,013
|
)
|
||
Contributions from nonredeemable noncontrolling interests
|
2,581
|
|
|
—
|
|
||
Distributions to nonredeemable noncontrolling interests
|
(724
|
)
|
|
(399
|
)
|
||
Common dividends paid
|
(27,326
|
)
|
|
(25,169
|
)
|
||
Other
|
(1,093
|
)
|
|
(759
|
)
|
||
Net cash provided by (used in) financing activities
|
27,128
|
|
|
(34,501
|
)
|
||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
931
|
|
|
(96,408
|
)
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
|
2,695
|
|
|
205,745
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
|
$
|
3,626
|
|
|
$
|
109,337
|
|
•
|
no requirement to separately classify and disclose non-lease components of revenue in lease contracts from the related lease components provided certain conditions are met; and,
|
•
|
no requirement to reassess the classification of existing leases as finance leases versus operating leases.
|
•
|
Sold land to NS for
$52.5 million
.
|
•
|
Executed a Development Agreement with NS whereby the Company will receive fees totaling
$5 million
in consideration for development services for NS’s corporate headquarters that will be constructed on the land sold to NS.
|
•
|
Executed a Consulting Agreement with NS whereby the Company will receive fees totaling
$32 million
in consideration for consulting services for NS’s corporate headquarters. The Development Agreement and Consulting Agreement are collectively referred to below as the “Fee Agreements.”
|
•
|
Purchased a building from NS (the “1200 Peachtree Building”) for
$82 million
subject to a
three
-year market rate lease with NS that covers the entire building.
|
Tangible assets:
|
|
||
Land and improvements
|
$
|
19,495
|
|
Building
|
62,836
|
|
|
Tangible assets
|
82,331
|
|
|
|
|
||
Intangible assets:
|
|
||
In-place leases
|
9,969
|
|
|
Intangible assets
|
9,969
|
|
|
|
|
||
Total net assets acquired
|
$
|
92,300
|
|
March 31, 2019
|
|||||||
|
Operating Ground Leases
|
|
Finance Ground Leases
|
||||
2019
|
$
|
1,831
|
|
|
$
|
462
|
|
2020
|
2,460
|
|
|
462
|
|
||
2021
|
2,497
|
|
|
6,562
|
|
||
2022
|
2,497
|
|
|
162
|
|
||
2023
|
2,497
|
|
|
162
|
|
||
Thereafter
|
202,603
|
|
|
3,838
|
|
||
|
$
|
214,385
|
|
|
$
|
11,648
|
|
|
|
|
|
||||
Discount
|
(156,270
|
)
|
|
(1,803
|
)
|
||
Lease liability
|
$
|
58,115
|
|
|
$
|
9,845
|
|
December 31, 2018
|
|||||||
|
Operating Ground Leases
|
|
Finance Ground Leases
|
||||
2019
|
$
|
2,441
|
|
|
$
|
462
|
|
2020
|
2,460
|
|
|
462
|
|
||
2021
|
2,497
|
|
|
6,562
|
|
||
2022
|
2,497
|
|
|
162
|
|
||
2023
|
2,497
|
|
|
162
|
|
||
Thereafter
|
202,603
|
|
|
3,838
|
|
||
|
$
|
214,995
|
|
|
$
|
11,648
|
|
|
|
|
|
||||
Discount
|
(156,867
|
)
|
|
(1,918
|
)
|
||
Lease liability
|
$
|
58,128
|
|
|
$
|
9,730
|
|
|
|
Total Assets
|
|
Total Debt
|
|
Total Equity
|
|
Company’s Investment
|
|
||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||||||||||
Terminus Office Holdings
|
|
$
|
261,069
|
|
|
$
|
258,060
|
|
|
$
|
197,598
|
|
|
$
|
198,732
|
|
|
$
|
52,370
|
|
|
$
|
50,539
|
|
|
$
|
49,334
|
|
|
$
|
48,571
|
|
|
DC Charlotte Plaza LLLP
|
|
175,223
|
|
|
155,530
|
|
|
—
|
|
|
—
|
|
|
89,989
|
|
|
88,922
|
|
|
47,691
|
|
|
46,554
|
|
|
||||||||
Austin 300 Colorado Project, LP
|
|
66,812
|
|
|
51,180
|
|
|
1
|
|
|
—
|
|
|
46,723
|
|
|
41,298
|
|
|
25,159
|
|
|
22,335
|
|
|
||||||||
Carolina Square Holdings LP
|
|
113,906
|
|
|
106,187
|
|
|
74,649
|
|
|
74,638
|
|
|
27,017
|
|
|
28,844
|
|
|
15,862
|
|
|
16,840
|
|
|
||||||||
HICO Victory Center LP
|
|
15,042
|
|
|
15,069
|
|
|
—
|
|
|
—
|
|
|
14,970
|
|
|
14,801
|
|
|
10,073
|
|
|
10,003
|
|
|
||||||||
Charlotte Gateway Village, LLC
|
|
112,218
|
|
|
112,553
|
|
|
—
|
|
|
—
|
|
|
109,190
|
|
|
109,666
|
|
|
7,987
|
|
|
8,225
|
|
|
||||||||
AMCO 120 WT Holdings, LLC
|
|
50,791
|
|
|
36,680
|
|
|
—
|
|
|
—
|
|
|
44,203
|
|
|
31,372
|
|
|
7,493
|
|
|
5,538
|
|
|
||||||||
CL Realty, L.L.C.
|
|
4,168
|
|
|
4,169
|
|
|
—
|
|
|
—
|
|
|
4,139
|
|
|
4,183
|
|
|
2,864
|
|
|
2,886
|
|
|
||||||||
Temco Associates, LLC
|
|
1,505
|
|
|
1,482
|
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|
1,379
|
|
|
930
|
|
|
919
|
|
|
||||||||
EP II LLC
|
|
246
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
165
|
|
|
30
|
|
|
30
|
|
|
||||||||
EP I LLC
|
|
459
|
|
|
461
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
296
|
|
|
6
|
|
|
6
|
|
|
||||||||
Wildwood Associates
|
|
11,147
|
|
|
11,157
|
|
|
—
|
|
|
—
|
|
|
11,085
|
|
|
11,108
|
|
|
(472
|
)
|
(1)
|
(460
|
)
|
(1)
|
||||||||
Crawford Long - CPI, LLC
|
|
26,968
|
|
|
26,429
|
|
|
69,136
|
|
|
69,522
|
|
|
(43,258
|
)
|
|
(44,146
|
)
|
|
(20,648
|
)
|
(1)
|
(21,071
|
)
|
(1)
|
||||||||
|
|
$
|
839,554
|
|
|
$
|
779,204
|
|
|
$
|
341,384
|
|
|
$
|
342,892
|
|
|
$
|
358,288
|
|
|
$
|
338,427
|
|
|
$
|
146,309
|
|
|
$
|
140,376
|
|
|
|
|
Total Revenues
|
|
Net Income (Loss)
|
|
Company's Share of Income (Loss)
|
||||||||||||||||||
SUMMARY OF OPERATIONS:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Charlotte Gateway Village, LLC
|
|
$
|
6,743
|
|
|
$
|
6,772
|
|
|
$
|
2,524
|
|
|
$
|
2,793
|
|
|
$
|
1,262
|
|
|
$
|
1,397
|
|
Terminus Office Holdings
|
|
11,797
|
|
|
10,922
|
|
|
1,831
|
|
|
1,599
|
|
|
880
|
|
|
830
|
|
||||||
Crawford Long - CPI, LLC
|
|
3,129
|
|
|
3,126
|
|
|
889
|
|
|
823
|
|
|
424
|
|
|
391
|
|
||||||
DC Charlotte Plaza LLLP
|
|
410
|
|
|
—
|
|
|
410
|
|
|
—
|
|
|
205
|
|
|
—
|
|
||||||
HICO Victory Center LP
|
|
130
|
|
|
96
|
|
|
130
|
|
|
96
|
|
|
62
|
|
|
50
|
|
||||||
Carolina Square Holdings LP
|
|
3,294
|
|
|
2,614
|
|
|
170
|
|
|
202
|
|
|
58
|
|
|
(175
|
)
|
||||||
Austin 300 Colorado Project, LP
|
|
126
|
|
|
150
|
|
|
72
|
|
|
99
|
|
|
36
|
|
|
49
|
|
||||||
Temco Associates, LLC
|
|
32
|
|
|
48
|
|
|
15
|
|
|
22
|
|
|
11
|
|
|
11
|
|
||||||
Wildwood Associates
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(1,000
|
)
|
|
(12
|
)
|
|
317
|
|
||||||
CL Realty, L.L.C.
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(44
|
)
|
|
(22
|
)
|
|
(28
|
)
|
||||||
EP I LLC
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
|
(16
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
EP II LLC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
AMCO 120 WT Holdings, LLC
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
59
|
|
||||||
|
|
$
|
25,661
|
|
|
$
|
23,732
|
|
|
$
|
5,977
|
|
|
$
|
4,557
|
|
|
$
|
2,904
|
|
|
$
|
2,885
|
|
|
|
2019
|
|
2018
|
||||
In-place leases, net of accumulated amortization of $132,512 and $125,130 in 2019 and 2018, respectively
|
|
$
|
108,552
|
|
|
$
|
105,964
|
|
Above-market tenant leases, net of accumulated amortization of $20,910 and $19,502 in 2019 and 2018, respectively
|
|
19,045
|
|
|
20,453
|
|
||
Below-market ground lease, net of accumulated amortization of $690 and $621 in 2019 and 2018, respectively
|
|
17,723
|
|
|
17,792
|
|
||
Goodwill
|
|
1,674
|
|
|
1,674
|
|
||
|
|
$
|
146,994
|
|
|
$
|
145,883
|
|
|
|
2019
|
|
2018
|
||||
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $26,057 and $25,193 in 2019 and 2018, respectively
|
|
$
|
15,011
|
|
|
$
|
14,942
|
|
Predevelopment costs and earnest money
|
|
10,685
|
|
|
8,249
|
|
||
Prepaid expenses and other assets
|
|
9,971
|
|
|
5,087
|
|
||
Line of credit deferred financing costs, net of accumulated amortization of $1,824 and $1,451 in 2019 and 2018, respectively
|
|
5,632
|
|
|
5,844
|
|
||
Lease inducements, net of accumulated amortization of $1,724 and $1,545 in 2019 and 2018, respectively
|
|
4,782
|
|
|
4,961
|
|
||
|
|
$
|
46,081
|
|
|
$
|
39,083
|
|
Description
|
|
Interest Rate
|
|
Maturity (1)
|
|
2019
|
|
2018
|
||||
Term Loan, Unsecured
|
|
3.69%
|
|
2021
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Senior Notes, Unsecured
|
|
3.91%
|
|
2025
|
|
250,000
|
|
|
250,000
|
|
||
Senior Notes, Unsecured
|
|
4.09%
|
|
2027
|
|
100,000
|
|
|
100,000
|
|
||
Fifth Third Center
|
|
3.37%
|
|
2026
|
|
142,715
|
|
|
143,497
|
|
||
Colorado Tower
|
|
3.45%
|
|
2026
|
|
118,849
|
|
|
119,427
|
|
||
Promenade
|
|
4.27%
|
|
2022
|
|
98,438
|
|
|
99,238
|
|
||
816 Congress
|
|
3.75%
|
|
2024
|
|
81,260
|
|
|
81,676
|
|
||
Credit Facility, Unsecured
|
|
3.54%
|
|
2023
|
|
56,400
|
|
|
—
|
|
||
Meridian Mark Plaza
|
|
6.00%
|
|
2020
|
|
23,391
|
|
|
23,524
|
|
||
|
|
|
|
|
|
$
|
1,121,053
|
|
|
$
|
1,067,362
|
|
Unamortized loan costs
|
|
|
|
|
|
(4,579
|
)
|
|
(4,792
|
)
|
||
Total Notes Payable
|
|
|
|
|
|
$
|
1,116,474
|
|
|
$
|
1,062,570
|
|
|
2019
|
|
2018
|
||||
Total interest incurred
|
$
|
11,835
|
|
|
$
|
10,874
|
|
Interest capitalized
|
(1,015
|
)
|
|
(1,096
|
)
|
||
Total interest expense
|
$
|
10,820
|
|
|
$
|
9,778
|
|
•
|
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. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenue is accounted for in accordance with the guidance set forth in ASC 842.
|
•
|
Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income 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 842.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Earnings per Common Share - basic:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
36,005
|
|
|
$
|
16,406
|
|
Net income attributable to noncontrolling interests in CPLP
from continuing operations |
(588
|
)
|
|
(287
|
)
|
||
Net income attributable to other noncontrolling interests
|
(76
|
)
|
|
(76
|
)
|
||
Net income available to common stockholders
|
$
|
35,341
|
|
|
$
|
16,043
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average common shares - basic
|
420,510
|
|
|
420,154
|
|
||
Earnings per common share - basic
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
|
|
|
||||
Earnings per common share - diluted:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
36,005
|
|
|
$
|
16,406
|
|
Net income attributable to other noncontrolling interests
|
(76
|
)
|
|
(76
|
)
|
||
Net income available for common stockholders before
net income attributable to noncontrolling interests in
CPLP
|
$
|
35,929
|
|
|
$
|
16,330
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average common shares - basic
|
420,510
|
|
|
420,154
|
|
||
Add:
|
|
|
|
||||
Potential dilutive common shares - stock options
|
123
|
|
|
567
|
|
||
Weighted average units of CPLP convertible into
common shares
|
6,974
|
|
|
6,974
|
|
||
Weighted average common shares - diluted
|
427,607
|
|
|
427,695
|
|
||
Earnings per common share - diluted
|
$
|
0.08
|
|
|
$
|
0.04
|
|
|
|
|
|
||||
Anti-dilutive stock options outstanding
|
—
|
|
|
24
|
|
|
2019
|
|
2018
|
||||
Interest paid, net of amounts capitalized
|
$
|
14,267
|
|
|
$
|
13,775
|
|
Non-Cash Transactions:
|
|
|
|
||||
Ground lease right-of-use assets and associated liabilities
|
56,294
|
|
|
—
|
|
||
Common stock dividends declared
|
30,492
|
|
|
27,315
|
|
||
Change in accrued property, acquisition, development, and tenant expenditures
|
11,085
|
|
|
28,465
|
|
||
Non-cash consideration for property acquisition
|
10,071
|
|
|
—
|
|
||
Transfers from projects under development to operating properties
|
—
|
|
|
212,628
|
|
||
Cumulative effect of change in accounting principle
|
—
|
|
|
22,329
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
3,456
|
|
|
$
|
2,547
|
|
Restricted cash
|
170
|
|
|
148
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
3,626
|
|
|
$
|
2,695
|
|
Three Months Ended March 31, 2019
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
37,399
|
|
|
$
|
—
|
|
|
$
|
37,399
|
|
Austin
|
|
15,948
|
|
|
—
|
|
|
15,948
|
|
|||
Charlotte
|
|
15,808
|
|
|
—
|
|
|
15,808
|
|
|||
Phoenix
|
|
9,491
|
|
|
—
|
|
|
9,491
|
|
|||
Tampa
|
|
7,988
|
|
|
—
|
|
|
7,988
|
|
|||
Other
|
|
230
|
|
|
867
|
|
|
1,097
|
|
|||
Total Net Operating Income
|
|
$
|
86,864
|
|
|
$
|
867
|
|
|
$
|
87,731
|
|
Three Months Ended March 31, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Net Operating Income:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
32,165
|
|
|
$
|
—
|
|
|
$
|
32,165
|
|
Austin
|
|
14,941
|
|
|
—
|
|
|
14,941
|
|
|||
Charlotte
|
|
15,842
|
|
|
—
|
|
|
15,842
|
|
|||
Phoenix
|
|
8,974
|
|
|
—
|
|
|
8,974
|
|
|||
Tampa
|
|
7,728
|
|
|
—
|
|
|
7,728
|
|
|||
Other
|
|
440
|
|
|
488
|
|
|
928
|
|
|||
Total Net Operating Income
|
|
$
|
80,090
|
|
|
$
|
488
|
|
|
$
|
80,578
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Operating Income
|
$
|
87,731
|
|
|
$
|
80,578
|
|
Net operating income from unconsolidated joint ventures
|
(7,873
|
)
|
|
(7,421
|
)
|
||
Fee income
|
8,728
|
|
|
2,894
|
|
||
Other income
|
660
|
|
|
960
|
|
||
Reimbursed expenses
|
(932
|
)
|
|
(942
|
)
|
||
General and administrative expenses
|
(11,460
|
)
|
|
(6,809
|
)
|
||
Interest expense
|
(10,820
|
)
|
|
(9,778
|
)
|
||
Depreciation and amortization
|
(45,861
|
)
|
|
(45,093
|
)
|
||
Acquisition and transaction costs
|
(3
|
)
|
|
(91
|
)
|
||
Loss on extinguishment of debt
|
—
|
|
|
(85
|
)
|
||
Other expenses
|
(180
|
)
|
|
(320
|
)
|
||
Income from unconsolidated joint ventures
|
2,904
|
|
|
2,885
|
|
||
Gain (loss) on sale of investment properties
|
13,111
|
|
|
(372
|
)
|
||
Net Income
|
$
|
36,005
|
|
|
$
|
16,406
|
|
Three Months Ended March 31, 2019
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
57,468
|
|
|
$
|
—
|
|
|
$
|
57,468
|
|
Austin
|
|
27,556
|
|
|
—
|
|
|
27,556
|
|
|||
Charlotte
|
|
23,402
|
|
|
—
|
|
|
23,402
|
|
|||
Tampa
|
|
12,971
|
|
|
—
|
|
|
12,971
|
|
|||
Phoenix
|
|
13,003
|
|
|
—
|
|
|
13,003
|
|
|||
Other
|
|
546
|
|
|
1,181
|
|
|
1,727
|
|
|||
Total segment revenues
|
|
134,946
|
|
|
1,181
|
|
|
136,127
|
|
|||
Less Company's share of rental property revenues from unconsolidated joint ventures
|
|
(11,601
|
)
|
|
(1,181
|
)
|
|
(12,782
|
)
|
|||
Total rental property revenues
|
|
$
|
123,345
|
|
|
$
|
—
|
|
|
$
|
123,345
|
|
Three Months Ended March 31, 2018
|
|
Office
|
|
Mixed-Use
|
|
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Atlanta
|
|
$
|
49,466
|
|
|
$
|
—
|
|
|
$
|
49,466
|
|
Austin
|
|
26,576
|
|
|
—
|
|
|
26,576
|
|
|||
Charlotte
|
|
23,041
|
|
|
—
|
|
|
23,041
|
|
|||
Tampa
|
|
12,536
|
|
|
—
|
|
|
12,536
|
|
|||
Phoenix
|
|
12,060
|
|
|
—
|
|
|
12,060
|
|
|||
Other
|
|
524
|
|
|
795
|
|
|
1,319
|
|
|||
Total segment revenues
|
|
124,203
|
|
|
795
|
|
|
124,998
|
|
|||
Less Company's share of rental property revenues from unconsolidated joint ventures
|
|
(10,855
|
)
|
|
(795
|
)
|
|
(11,650
|
)
|
|||
Total rental property revenues
|
|
$
|
113,348
|
|
|
$
|
—
|
|
|
$
|
113,348
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Rental Property Revenues
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
110,530
|
|
|
$
|
105,680
|
|
|
$
|
4,850
|
|
|
4.6
|
%
|
Non-Same Property
|
12,815
|
|
|
7,668
|
|
|
5,147
|
|
|
67.1
|
%
|
|||
Total Rental Property Revenues
|
$
|
123,345
|
|
|
$
|
113,348
|
|
|
$
|
9,997
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Rental Property Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Same Property
|
$
|
40,380
|
|
|
$
|
38,605
|
|
|
$
|
1,775
|
|
|
4.6
|
%
|
Non-Same Property
|
3,107
|
|
|
1,586
|
|
|
1,521
|
|
|
95.9
|
%
|
|||
Total Rental Property Operating Expenses
|
$
|
43,487
|
|
|
$
|
40,191
|
|
|
$
|
3,296
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Net Operating Income
|
|
|
|
|
|
|
|
|||||||
Same Property NOI
|
$
|
70,150
|
|
|
$
|
67,075
|
|
|
$
|
3,075
|
|
|
4.6
|
%
|
Non-Same Property NOI
|
9,708
|
|
|
6,082
|
|
|
3,626
|
|
|
59.6
|
%
|
|||
Total NOI
|
$
|
79,858
|
|
|
$
|
73,157
|
|
|
$
|
6,701
|
|
|
9.2
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Net operating income
|
$
|
7,873
|
|
|
$
|
7,421
|
|
|
$
|
452
|
|
|
6.1
|
%
|
Other income, net
|
39
|
|
|
350
|
|
|
(311
|
)
|
|
(88.9
|
)%
|
|||
Depreciation and amortization
|
(3,254
|
)
|
|
(3,419
|
)
|
|
165
|
|
|
(4.8
|
)%
|
|||
Interest expense
|
(1,754
|
)
|
|
(1,515
|
)
|
|
(239
|
)
|
|
15.8
|
%
|
|||
Net gain on sale of investment property
|
—
|
|
|
48
|
|
|
(48
|
)
|
|
(100.0
|
)%
|
|||
Income from unconsolidated joint ventures
|
$
|
2,904
|
|
|
$
|
2,885
|
|
|
$
|
19
|
|
|
0.7
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Income Available to Common Stockholders
|
$
|
35,341
|
|
|
$
|
16,043
|
|
Depreciation and amortization of real estate assets:
|
|
|
|
||||
Consolidated properties
|
45,405
|
|
|
44,620
|
|
||
Share of unconsolidated joint ventures
|
3,254
|
|
|
3,419
|
|
||
Partners' share of real estate depreciation
|
(96
|
)
|
|
(69
|
)
|
||
(Gain) loss on sale of depreciated properties:
|
|
|
|
||||
Consolidated properties
|
21
|
|
|
372
|
|
||
Share of unconsolidated joint ventures
|
—
|
|
|
(48
|
)
|
||
Non-controlling interest related to unit holders
|
588
|
|
|
287
|
|
||
Funds From Operations
|
$
|
84,513
|
|
|
$
|
64,624
|
|
Per Common Share — Diluted:
|
|
|
|
||||
Net Income Available to Common
Stockholders |
$
|
0.08
|
|
|
$
|
0.04
|
|
Funds From Operations
|
$
|
0.20
|
|
|
$
|
0.15
|
|
Weighted Average Shares — Diluted
|
427,607
|
|
|
427,695
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Income
|
$
|
36,005
|
|
|
$
|
16,406
|
|
Fee income
|
(8,728
|
)
|
|
(2,894
|
)
|
||
Other income
|
(660
|
)
|
|
(960
|
)
|
||
Reimbursed expenses
|
932
|
|
|
942
|
|
||
General and administrative expenses
|
11,460
|
|
|
6,809
|
|
||
Interest expense
|
10,820
|
|
|
9,778
|
|
||
Depreciation and amortization
|
45,861
|
|
|
45,093
|
|
||
Acquisition and transaction costs
|
3
|
|
|
91
|
|
||
Other expenses
|
180
|
|
|
320
|
|
||
Income from unconsolidated joint ventures
|
(2,904
|
)
|
|
(2,885
|
)
|
||
Gain (loss) on sale of investment properties
|
(13,111
|
)
|
|
372
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
85
|
|
||
Net Operating Income
|
$
|
79,858
|
|
|
$
|
73,157
|
|
•
|
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 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:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan
|
|
$
|
56,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,400
|
|
|
$
|
—
|
|
Unsecured Senior Notes
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
|||||
Unsecured Credit Facility
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage notes payable
|
|
464,653
|
|
|
8,287
|
|
|
45,083
|
|
|
105,316
|
|
|
305,967
|
|
|||||
Interest commitments (1)
|
|
222,833
|
|
|
40,566
|
|
|
77,277
|
|
|
52,792
|
|
|
52,198
|
|
|||||
Ground leases
|
|
226,033
|
|
|
2,904
|
|
|
11,990
|
|
|
5,318
|
|
|
205,821
|
|
|||||
Other operating leases
|
|
449
|
|
|
239
|
|
|
207
|
|
|
3
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
1,570,368
|
|
|
$
|
51,996
|
|
|
$
|
384,557
|
|
|
$
|
219,829
|
|
|
$
|
913,986
|
|
Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unfunded tenant improvements and construction obligations
|
|
$
|
95,125
|
|
|
$
|
90,971
|
|
|
$
|
4,154
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Performance bonds
|
|
556
|
|
|
530
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments
|
|
$
|
95,681
|
|
|
$
|
91,501
|
|
|
$
|
4,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Interest on variable rate obligations is based on rates effective as of
March 31, 2019
.
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
44,501
|
|
|
$
|
20,906
|
|
|
$
|
23,595
|
|
Net cash used in investing activities
|
(70,698
|
)
|
|
(82,813
|
)
|
|
12,115
|
|
|||
Net cash provided by (used in) financing activities
|
27,128
|
|
|
(34,501
|
)
|
|
61,629
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Acquisition of property
|
$
|
82,120
|
|
|
$
|
—
|
|
Development
|
11,983
|
|
|
12,573
|
|
||
Operating — leasing costs
|
6,647
|
|
|
14,374
|
|
||
Operating — building improvements
|
2,330
|
|
|
1,488
|
|
||
Purchase of land held for investment
|
6,512
|
|
|
—
|
|
||
Capitalized interest
|
1,015
|
|
|
1,096
|
|
||
Capitalized personnel costs
|
1,093
|
|
|
2,179
|
|
||
Change in accrued capital expenditures
|
11,085
|
|
|
28,465
|
|
||
Total property acquisition, development, and tenant asset expenditures
|
$
|
122,785
|
|
|
$
|
60,175
|
|
|
|
2019
|
|
2018
|
New leases
|
|
$1.82
|
|
$6.83
|
Renewal leases
|
|
$4.74
|
|
$5.40
|
Expansion leases
|
|
$7.29
|
|
$7.16
|
•
|
having to pay substantial costs relating to the Merger, such as legal, accounting, financial advisor, filing printing and mailing fees, and integration costs that have already been incurred or will continue to be incurred until the closing of the Merger;
|
•
|
our management focusing on the Merger instead of pursuing other opportunities that could be beneficial to us without realizing any of the benefits of having the Merger completed; and
|
•
|
reputational harm due to the adverse perception of any failure to successfully complete the Merger.
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (1)
|
|||
January 1 - 31
|
29,616
|
|
|
$
|
8.82
|
|
February 1 - 28
|
60,364
|
|
|
8.99
|
|
|
March 1 - 31
|
—
|
|
|
—
|
|
|
|
89,980
|
|
|
$
|
8.94
|
|
Name
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
||||
Charles T. Cannada
|
|
377,189,838
|
|
|
6,626,924
|
|
|
192,487
|
|
|
11,255,083
|
|
Edward M. Casal
|
|
379,341,250
|
|
|
4,474,335
|
|
|
193,664
|
|
|
11,255,083
|
|
Robert M. Chapman
|
|
378,551,287
|
|
|
5,265,841
|
|
|
192,121
|
|
|
11,255,083
|
|
M. Colin Connolly
|
|
381,595,827
|
|
|
2,220,478
|
|
|
192,944
|
|
|
11,255,083
|
|
Lawrence L. Gellerstedt, III
|
|
379,474,147
|
|
|
4,105,457
|
|
|
429,645
|
|
|
11,255,083
|
|
Lillian C. Giornelli
|
|
373,776,682
|
|
|
10,042,757
|
|
|
189,810
|
|
|
11,255,083
|
|
S. Taylor Glover
|
|
379,024,655
|
|
|
4,789,347
|
|
|
195,247
|
|
|
11,255,083
|
|
Donna W. Hyland
|
|
376,920,915
|
|
|
6,898,446
|
|
|
189,888
|
|
|
11,255,083
|
|
R. Dary Stone
|
|
378,014,564
|
|
|
5,801,290
|
|
|
193,395
|
|
|
11,255,083
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
||||
373,358,623
|
|
|
10,422,971
|
|
|
227,655
|
|
|
11,255,083
|
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
||||
377,193,233
|
|
|
6,666,369
|
|
|
149,647
|
|
|
11,255,083
|
|
For
|
|
Against
|
|
Abstentions
|
|||
386,451,524
|
|
|
8,615,360
|
|
|
197,448
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
†
|
||
|
|
|
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.
|
†
|
|
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/ M. Colin Connolly
|
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/ M. Colin Connolly
|
/s/ Gregg D. Adzema
|