þ | ANNUAL 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.) |
|
191 Peachtree Street NE, Suite 500, Atlanta, Georgia
(Address of principal executive offices) |
30303-1740
(Zip Code) |
Title of each class | Name of Exchange on which registered | |
Common Stock ($1 par value) | New York Stock Exchange | |
7.75% Series A Cumulative Redeemable
Preferred Stock ($1 par value) |
New York Stock Exchange | |
7.50% Series B Cumulative Redeemable
Preferred Stock ($1 par value) |
New York Stock Exchange |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company o |
| the Companys business and financial strategy; | ||
| the Companys ability to obtain future financing arrangements; | ||
| the Companys understanding of its competition and its ability to compete effectively; | ||
| projected operating results; | ||
| market and industry trends; | ||
| estimates relating to future distributions; | ||
| projected capital expenditures; and | ||
| interest rates. |
| availability and terms of capital and financing, both to fund operations and to refinance indebtedness as it matures; | ||
| risks and uncertainties related to national and local economic conditions, the real estate industry in general and in specific markets, and the commercial, residential and condominium markets in particular; | ||
| continued adverse market and economic conditions requiring the recognition of additional impairment losses; | ||
| leasing risks, including an inability to obtain new tenants or renew tenants on favorable terms, or at all, upon the expiration of existing leases and the ability to lease newly developed or currently unleased space; | ||
| financial condition of existing tenants; | ||
| rising interest rates and insurance rates; | ||
| the availability of sufficient development or investment opportunities; | ||
| competition from other developers or investors; | ||
| the risks associated with development projects (such as construction delay, cost overruns and leasing/sales risk of new properties); | ||
| potential liability for uninsured losses, condemnation or environmental issues; | ||
| 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. |
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Executed new leases covering approximately 956,000 square feet.
Executed renewals of leases covering approximately 385,000 square feet.
Restructured the Terminus 200 venture, resulting in the full payment of the Companys
loan guarantee, a reduction of the Companys ownership from 50% to 20%, a change in the
Companys venture partner and an amendment and extension of the related construction loan.
Sold 8995 Westside Parkway, a 51,000-square-foot office building in Atlanta, Georgia,
for $3.2 million, generating a gain of approximately $700,000.
Executed new leases covering approximately 381,000 square feet.
Executed renewals of leases covering approximately 369,000 square feet.
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Invested $14.9 million in Cousins Watkins LLC, a joint venture that holds interests in
four Publix-anchored shopping centers in the Southeast.
Sold San Jose MarketCenter for $85 million, generating a net gain of approximately $6.6
million.
Sold nine outparcels at three retail centers generating gains of approximately $4.7
million.
Closed on the sale of 75 units at the 10 Terminus Place condominium project, generating
profit of approximately $7.5 million.
Sold Glenmore Garden Villas LLC (Glenmore) in Charlotte, North Carolina, generating a
gain of approximately $369,000.
Sold 53 acres of land at Jefferson Mill Business Park, generating a gain of
approximately $328,000.
Sold 44 acres of land at King Mill Distribution Park, generating a gain of approximately
$876,000.
Executed new leases covering 903,000 square feet of industrial space.
Sold 624 acres of residential land, generating a gain of approximately $3.4 million.
Sold 371 residential lots, generating net profits of $2.2 million.
Amended its Credit Facility (which included a Term Facility and a line of credit) to,
among other things, reduce overall capacity from $600 million to $350 million, increase the
spread over the London Interbank Offering Rate (LIBOR) and changed certain financial debt covenants.
Repaid the Companys $100 million Term Facility and terminated the associated interest
rate swap for a payment of approximately $9.2 million. Repayment of the Term Facility
correspondingly increased the Companys maximum borrowing capacity under its line of credit
from $250 million to $350 million.
Amended The Avenue Murfreesboro construction loan by reducing its capacity from $131.0
million to $113.2 million, extending the maturity date from July 2010 to July 2013 and
increasing the spread over LIBOR from 1.15% to 3.00%.
Obtained a new mortgage loan secured by Meridian Mark Plaza that increased the principal
from $22.3 million to $27.0 million, reduced the interest rate from 8.27% to 6.00% and
extended the maturity date from 2010 to 2020.
Amended the Terminus 100 mortgage loan, paying down the principal from $180 million to
$140 million, extending the maturity from 2012 to 2023 and reducing the interest rate from
6.13% to 5.25%.
Obtained a new mortgage loan secured by The Avenue East Cobb that increased the
principal from $34.5 million to $36.6 million, reduced its interest rate from 8.39% to
4.52% and extended the maturity date from 2010 to 2017.
In conjunction with the formation of Cousins Watkins LLC, obtained four loans with a
total borrowing capacity of $33.5 million and $28.9 million outstanding at December 31,
2010.
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Item 1A.
Risk Factors
changes in the national, regional and local economic climate;
local conditions such as an oversupply of properties or a reduction in demand for properties;
the attractiveness of our properties to tenants or buyers;
competition from other available properties;
changes in market rental rates and related concessions granted to tenants such
as free rent, tenant allowances and tenant improvement allowances; and
the need to periodically repair, renovate and re-lease space.
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Credit facilities
. Terms and conditions available in the marketplace for
credit facilities vary over time. We can provide no assurance that the amount we need from
our Credit Facility will be available at any given time, or at all, or that the rates and
fees charged by the lenders will be acceptable to us. We incur
interest under our Credit
Facility at a variable rate. Variable rate debt creates higher debt service requirements
if market interest rates increase, which would adversely affect our cash flow and results
of operations. Our Credit Facility contains customary restrictions, requirements and other
limitations
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on our ability to incur indebtedness, including restrictions on total debt outstanding,
restrictions on secured recourse debt outstanding, and requirements to maintain minimum debt
service and fixed charge coverage ratios. Our continued ability to borrow under our Credit
Facility is subject to compliance with our financial and other covenants.
Mortgage financing
. The availability of financing in the mortgage markets
varies from time to time depending on various conditions, including the willingness of
mortgage lenders to lend at any given point in time. Interest rates and loan-to-value
ratios may also be volatile, and we may from time to time elect not to proceed with
mortgage financing due to unfavorable terms offered by lenders. This could adversely
affect our ability to finance investment or development activities. In addition, if a
property is mortgaged to secure payment of indebtedness and we are unable to make the
mortgage payments, the lender may foreclose, resulting in loss of income and asset value.
Property sales
. Real estate markets tend to experience market cycles. Because
of such cycles, the potential terms and conditions of sales, including prices, may be
unfavorable for extended periods of time. In addition, our status as a REIT limits our
ability to sell properties and this may affect our ability to liquidate an investment. As
a result, our ability to raise capital through property sales in order to fund our
investment and development projects or other cash needs could be limited. In addition,
mortgage financing on a property may prohibit prepayment and/or impose a prepayment penalty
upon the sale of a mortgaged property, which may decrease the proceeds from a sale or
refinancing or make the sale or refinancing impractical.
Construction loans
. Construction loans generally relate to specific assets
under construction and fund costs above an initial equity amount deemed acceptable to the
lender. Terms and conditions of construction facilities vary, but they generally carry a
term of two to five years, charge interest at variable rates and require the lender to be
satisfied with the nature and amount of construction costs prior to funding. While
construction lending is generally competitive and offered by many financial institutions,
there may be times when these facilities are not available or are only available upon
unfavorable terms which could have an adverse effect on our ability to fund development
projects or on our ability to achieve the returns we expect.
Joint ventures
. Joint ventures, including partnerships or limited liability
companies, tend to be complex arrangements, and there are only a limited number of parties
willing to undertake such investment structures. There is no guarantee that we will be
able to undertake these ventures at the times we need capital.
Common stock.
We have sold common stock from time to time to raise capital,
most recently in September 2009. The issuance of common stock can reduce the percentage of
stock ownership of individual current stockholders, and we can provide no assurance that
there will not be further dilution to our stockholders from future issuances of stock. The
market price of our common stock could decline as a result of issuances or sales of our
common stock in the market after such offerings or the perception that such issuances or
sales could occur. Additionally, future issuances or sales of our common stock may be at
prices below the offering prices of past common stock offered, which could adversely affect
the price of our common stock.
Preferred stock
. The availability of preferred stock at favorable terms and
conditions is dependent upon a number of factors including the general condition of the
economy, the overall interest rate environment, the condition of the capital markets and
the demand for this product by potential holders of the securities. We can provide no
assurance that conditions will be favorable for future issuances of preferred stock when we
need the capital, which could have an adverse effect on our ability to fund investments and
development projects.
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The availability of sufficient development opportunities
. Absence of sufficient
development opportunities, such as in the past few years, could result in our experiencing
slower growth in earnings and cash flows. Development opportunities are dependent upon a
wide variety of factors. From time to time, availability of these opportunities can be
volatile as a result of, among other things, economic conditions and product supply/demand
characteristics in a particular market. In a period of prolonged economic
downturn, the number of development opportunities typically declines among all of our
product types.
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Abandoned predevelopment costs
. The development process inherently requires
that a large number of opportunities be pursued with only a few actually being developed
and constructed. We may incur significant costs for predevelopment activity for projects
that are later abandoned which would directly affect our results of operations. We have
procedures and controls in place that are intended to minimize this risk, but it is likely
that there will be predevelopment costs charged to expense on an ongoing basis.
Project costs
. Construction and leasing of a project involves a variety of
costs that cannot always be identified at the beginning of a project. Costs may arise that
have not been anticipated or actual costs may exceed estimated costs. These additional
costs can be significant and could adversely impact our return on a project and the
expected results of operations upon completion of the project. Also, construction costs
vary over time based upon many factors, including the demand for building materials. We
attempt to mitigate the risk of unanticipated increases in construction costs on our
development projects through guaranteed maximum price contracts and pre-ordering of certain
materials, but we may be adversely affected by increased construction costs on our current
and future projects.
Leasing/Sales risk
. The success of a commercial real estate development
project is dependent upon, among other factors, entering into leases with acceptable terms
within a predefined lease-up period or selling units or lots at acceptable prices within an
estimated period. Although our policy is to achieve pre-leasing/pre-sales goals (which
vary by market, product type and circumstances) before committing to a project, it is
likely only some percentage of the space in a project will be leased or under contract to
be sold at the time we commit to the project. If the space is not leased or sold on
schedule and upon the expected terms and conditions, our returns, future earnings and
results of operations from the project could be adversely impacted. In periods of economic
decline, unleased space at new development projects is generally more difficult to lease on
favorable terms than during periods of economic expansion. Whether or not tenants are
willing to enter into leases on the terms and conditions we project and on the timetable we
expect, and whether sales will occur at the prices we anticipate and in the time period we
plan, will depend upon a number of factors, many of which are outside our control. These
factors may include:
general business conditions in the economy or in the tenants or
prospective tenants industries;
supply and demand conditions for space in the marketplace; and
level of competition in the marketplace.
Reputation risks.
We have historically developed and managed our real
estate portfolio and believe that we have built a positive reputation for quality and
service with our lenders, joint venture partners and tenants, as well as with our
third-party management clients. If we were viewed as developing underperforming
properties, suffered sustained losses on our investments, defaulted on a significant level
of loans or experienced significant foreclosure or deed in lieu of foreclosure of our
properties, our reputation could be damaged. Damage to our reputation could make it more
difficult to successfully develop or acquire properties in the future and to continue to
grow and expand our relationships with our lenders, joint venture partners, tenants and
third-party management clients, which could adversely affect our business, financial
condition and results of operations.
Governmental approvals
. All necessary zoning, land-use, building, occupancy
and other required governmental permits and authorization may not be obtained or may not be
obtained on a timely basis resulting in possible delays, decreased profitability and
increased management time and attention.
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we may have difficulty finding properties that meet our standards and negotiating
with new or existing tenants;
the extent of competition in the market for attractive acquisitions may hinder our
future level of property acquisitions or redevelopment projects;
the actual costs and timing of repositioning or redeveloping acquired properties
may be greater than our estimates, which would affect our yield and cash investment in
the property;
the occupancy levels, lease-up timing and rental rates may not meet our
expectations, making the project unprofitable;
the acquired or redeveloped property may be in a market that is unfamiliar to us
and could present additional unforeseen business challenges:
acquired properties may fail to perform as expected;
we may be unable to obtain financing for acquisitions on favorable terms or at all;
and
we may be unable to quickly and efficiently integrate new acquisitions into our
existing operations, and significant levels of managements time and attention could
be involved in these projects, diverting their time from our day-to-day operations.
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actual or anticipated variations in our operating results, funds from operations or
liquidity;
changes in our earnings or analyst estimates and any failure to meet such estimates;
the general reputation of real estate as an attractive investment in comparison to
other equity securities;
the general stock and bond market conditions, including changes in interest rates or
fixed income securities;
changes in tax laws;
changes to our dividend policy;
changes in market valuations of our properties;
adverse market reaction to the amount of our outstanding debt at any time, the
amount of our maturing debt and our ability to refinance such debt on favorable terms;
any failure to comply with existing debt covenants;
any foreclosure or deed in lieu of foreclosure of our properties;
additions or departures of key executives and other employees;
actions by institutional stockholders;
the realization of any of the other risk factors described in this report; and
general market and economic conditions.
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85% of our ordinary income;
95% of our net capital gain income for that year; and
100% of our undistributed taxable income (including any net capital gains) from prior years.
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Average
Major
Year Development
Companys
2010
Tenants'
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
191 Peachtree Tower
(3)
Atlanta, GA
2006
N/A
100%
1,219,000
79%
75%
Deloitte & Touche (2024/2034)
311,893
$
226,042
2 acres
(3)
Hall, Booth, Smith & Slover
56,259
$
181,340
(2021/2031)
Ogletree, Deakins, Nash, Smoak
52,510
& Stewart (2019/2029)
Carlock, Copeland & Stair (2022/2032)
52,028
Cooper Carry (2022/2032)
50,208
1999
N/A
100%
996,000
95%
85%
American Cancer Society (2022/2032)
275,198
$
97,688
4 acres
(5)
US South (2021)
(5)
219,277
$
43,977
Co Space Services (2020/2025)
120,298
Georgia Lottery Corp. (2023)
96,265
Turner Broadcasting (2011/2021)
90,455
Atlanta, GA
2007
N/A
100%
656,000
95%
92%
CB Richard Ellis (2019/2024)
83,156
$
169,333
4 acres
Morgan Stanley (2018/2028)
71,188
$
140,966
Premiere Global Services (2018/2028)
65,084
Wells Fargo Bank NA (2017/2027)
47,368
Cumulus Media (2017)
47,000
Bain & Company (2019/2029)
46,412
Suburban Dallas, TX
2000
N/A
100%
203,000
88%
91%
Bombardier Aerospace Corp.
97,740
$
30,693
15 acres
(2013/2023)
$
16,227
Liberty Mutual (2013/2023)
37,382
Birmingham, AL
1998
Daniel Realty
100%
(6)
197,000
94%
96%
Synovus Mortgage (2017/2022)
31,874
$
20,792
Company
12 acres
Daxko, LLC (2011)
21,120
$
12,236
Southern Care (2013/2018)
13,768
Birmingham, AL
2000
Daniel Realty
100%
(6)
123,000
86%
98%
Daxko, LLC (2022)
31,119
$
18,979
Company
10 acres
O2 Ideas (2014/2024)
25,465
$
12,175
Atlanta, GA
1999
N/A
100%
160,000
97%
91%
Northside Hospital
(7)
54,585
$
27,728
3 acres
(2018/2023)
(8)
$
15,076
Childrens Healthcare of
40,958
Atlanta (2023)
(8)
Georgia Reproductive (2017/2027)
13,622
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Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Suburban Atlanta, GA
1995
N/A
100%
128,000
94%
93%
Schweitzer-Mauduit
30,406
$
13,007
7 acres
International (2017/2022)
$
7,688
Med Assets HSCA (2015/2020)
31,236
Golden Peanut Co. (2017)
18,104
Suburban Atlanta, GA
1996
N/A
100%
130,000
100%
100%
Med Assets HSCA (2015/2020)
89,424
$
12,125
9 acres
Morgan Stanley (2011)
15,709
$
7,801
Suburban Atlanta, GA
1998
N/A
100%
130,000
98%
93%
Merrill Lynch (2014/2024)
35,949
$
14,249
9 acres
Nokia (2013/2023)
33,457
$
6,895
Wells Fargo Bank NA (2013/2016)
(9)
26,153
Suburban Atlanta, GA
2000
N/A
100%
152,000
98%
96%
Kids II, Inc. (2011)
64,093
$
18,191
10 acres
Regus Business Centre (2011/2016)
22,422
$
9,832
Suburban Atlanta, GA
2004
N/A
100%
111,000
67%
63%
Parkmobile USA, Inc (2015)
9,281
$
12,043
7 acres
Orcatec LLC (2016)
9,035
$
9,941
Atlanta, GA
2006
N/A
100%
84,000
93%
93%
City of Sandy Springs (2011)
32,800
$
11,427
8 acres
$
9,656
Suburban Atlanta, GA
2005
N/A
100%
51,000
100%
100%
Inhibitex (2015/2025)
50,933
$
6,402
5 acres
$
4,506
Parking Garage
Atlanta, GA
2007
N/A
100%
N/A
N/A
N/A
N/A
N/A
$
17,665
1 acre
$
16,378
Atlanta, GA
2000
Prudential
(7)
88.5%
(10)
376,000
96%
96%
Georgia Department of
293,035
$
59,966
3 acres
Transportation (2019)
$
44,042
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Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Austin, TX
2008
Dimensional Fund
50%
216,000
100%
100%
Dimensional Fund Advisors
215,848
$
101,583
Advisors & Forestar
13 acres
(2023/2043)
$
92,881
Real Estate Group
Austin, TX
2008
Dimensional Fund
50%
157,000
93%
35%
St. Jude Medical (2018/2023)
87,061
$
33,421
Advisors & Forestar
6 acres
Forestar Real Estate Group (2018/2025)
32,236
$
31,815
Real Estate Group
Charlotte, NC
2001
Bank of America
(7)
50%
(11)
1,065,000
100%
100%
Bank of America
(7)
(2016/2036)
1,064,990
$
210,582
8 acres
$
149,823
Midtown Medical Office Tower
Atlanta, GA
2002
Emory University
50%
358,000
(12)
100%
99%
Emory University (2017/2047)
(12)
159,653
$
53,915
Resurgens (2014/2019)
26,581
$
31,663
Laureate Medical Group (2013)
17,870
Atlanta, GA
1991
Coca-Cola
(7)
50%
(13)
260,000
94%
94%
AGL Services Co. (2013/2028)
226,779
$
40,508
5 acres
$
17,079
Atlanta, GA
2010
Morgan Stanley Real
20%
(14)
566,000
67%
13%
Kids II, Inc. (2023/2033)
102,818
$
60,082
Estate Fund
1 acre
Greenberg Traurig (2026/2041)
86,228
$
58,878
Firethorn Holdings (2014/2024)
49,879
Sony Ericsson Mobile (2019/2029)
39,289
Charlotte, NC
1997
Prudential
(7)
11.50%
69,000
78%
78%
Novant Health (2012/2017)
(15)
49,916
$
8,012
1 acre
(15)
$
4,055
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Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Suburban Memphis, TN
2005
Jim Wilson &
100%
(6)
802,000
(19)
88%
90%
Dillards
(20)
N/A
$
92,840
Associates
(7)
97 acres
(19)
Macys (2021/2051)
(21)
130,000
$
67,856
Bed, Bath & Beyond (2020/2040)
28,307
Barnes & Noble (2016/2026)
25,322
Suburban Atlanta, GA
2006
N/A
100%
322,000
88%
84%
Barnes & Noble (2019/2029)
26,553
$
75,617
48 acres
Ethan Allen (2021/2031)
18,511
$
59,540
GAP (2014/2018)
(22)
17,461
DSW Shoes (2018/2023)
16,000
Kansas City, MO
2008
Prudential
(7)
88.5%
(10)
587,000
(23)
82%
79%
JC Penney
(20)
N/A
$
58,570
68 acres
(23)
The Home Depot
(20)
N/A
$
54,429
Target
(20)
N/A
Best Buy (2019/2039)
45,676
Sports Authority (2019/2039)
41,770
PetSmart (2018/2033)
25,464
Suburban Atlanta, GA
2008
Prudential
(7)
88.5%
(10)
472,000
(24)
81%
70%
AMC Theaters (2023/2039)
50,967
$
121,278
59 acres
(24)
Barnes & Noble (2018/2028)
28,007
$
107,894
DSW Shoes (2019/2024)
15,053
Lakeland, FL
2010
Watkins Retail Group
(7)
50.5%
(25)
96,000
87%
87%
Publix (2028/2068)
45,600
$
17,504
24 acres
$
17,504
Nashville, TN
2010
Watkins Retail Group
(7)
50.5%
(25)
91,000
77%
77%
Publix (2028/2068)
54,340
$
12,354
15 acres
$
12,354
2010
Watkins Retail Group
(7)
50.5%
(25)
78,000
91%
91%
Publix (2028/2068)
54,340
$
9,556
11 acres
$
9,556
2010
Watkins Retail Group
(7)
50.5%
(25)
74,000
83%
83%
Publix (2028/2068)
45,600
$
9,739
12 acres
$
9,739
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Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Suburban Nashville, TN
2007
Faison
50%
751,000
86%
82%
Belk (2027)
(21)
132,000
$
134,462
Enterprises, Inc.
(7)
93 acres
Dicks Sporting Goods (2018/2033)
44,770
$
120,151
Best Buy (2018/2038)
30,000
Havertys Furniture (2018/2023)
30,000
Linens and More for Less (2020/2030)
28,170
Barnes & Noble (2018/2028)
26,937
Viera, FL
2005
Prudential
(7)
11.50%
460,000
(26)
93%
90%
Rave Motion Pictures
(20)
N/A
$
87,641
55 acres
(26)
Belk (2024/2044)
(21)
65,927
$
73,310
Bed, Bath & Beyond (2015/2035)
24,329
Michaels (2016/2036)
20,800
Suburban Atlanta, GA
1999
Prudential
(7)
11.50%
230,000
98%
93%
Borders (2015/2030)
(36)
24,882
$
99,570
30 acres
Bed, Bath & Beyond (2015/2025)
21,007
$
82,009
GAP (2015)
(22)
19,434
Pottery Barn (2012)
(7)
10,000
Talbots (2015)
9,415
Suburban Atlanta, GA
2003
Prudential
(7)
11.50%
255,000
95%
87%
Barnes & Noble (2014/2024)
24,025
$
91,000
22 acres
GAP (2012/2022)
(22)
17,520
$
73,482
Charming Charlies (2015/2025)
11,160
IO Metro (2020/2025)
11,160
Suburban Atlanta, GA
2001
Prudential
(7)
11.50%
183,000
89%
94%
Books-A-Million (2013)
13,750
$
58,235
18 acres
(27)
GAP (2012/2022)
10,800
$
45,862
Talbots (2012/2022)
8,610
Banana Republic (2012/2022)
8,015
Viera, FL
2005
Prudential
(7)
11.50%
178,000
96%
95%
Kohls Department Stores
88,248
$
30,807
20 acres
(2026/2056)
(21)
$
26,496
Sports Authority (2017/2032)
37,516
Office Depot (2016/2036)
20,000
Table of Contents
Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Suburban Atlanta, GA
1994
Prudential
(7)
10.32%
518,000
(28)
99%
94%
Target
(20)
N/A
$
59,430
60 acres
(28)
Babies R Us (2017/2032)
50,275
$
38,420
Dicks Sporting Goods (2017/2037)
48,884
Marshalls (2015/2025)
40,000
Bed, Bath & Beyond (2026/2041)
40,000
Regal Cinemas (2014/2034)
34,733
Stein Mart (2020/2040)
33,420
Chesapeake, VA
1996
Prudential
(7)
10.32%
493,000
(29)
100%
100%
Target
(20)
N/A
$
50,006
44 acres
(29)
Harris Teeter (2016/2036)
51,806
$
31,530
Best Buy (2015/2030)
45,106
Bed, Bath & Beyond (2012/2027)
40,484
Babies R Us (2016/2021)
40,000
Stein Mart (2011/2026)
36,000
Barnes & Noble (2012/2022)
29,974
PetSmart (2016/2031)
26,040
Long Beach, CA
1996
Prudential
(7)
10.32%
182,000
(30)
100%
69%
Sears
(20)
N/A
$
36,905
17 acres
(30)
LA Fitness (2026/2041)
38,541
$
25,199
Borders (2017/2037)
(36)
30,000
Bristol Farms (2012/2032)
(7)
28,200
TJ Maxx (2020/2035)
25,620
Table of Contents
Table of Contents
Average
Major
Year Development
Companys
2010
Tenants
Cost and Cost
Completed or
Ownership
Square Feet
Percentage
Economic
Major Tenants
Rentable
Less Accumulated
Description and Location
Acquired
Venture Partner(s)
Interest
and Acres
Leased
Occupancy
(1)
(Lease Expiration/Options Expiration)
Square Feet
Depreciation
(2)
Lakeside Ranch Business Park
Building 20
Dallas, TX
2007
Seefried Industrial
100%
(6)
749,000
91%
66%
HD Supply Facilities
457,681
$
30,288
Properties
38 acres
Maintenance (2017/2023)
$
26,150
Owens & Minor Distribution (2015)
223,190
Suburban Atlanta, GA
2007
Weeks
Properties
Group
75%
(10)
796,000
100%
87%
Briggs & Stratton Corporation
796,450
$
26,183
41 acres
(2015/2020)
(7) (33)
$
22,324
Building A
(34)
Suburban Atlanta, GA
2008
Weeks Properties Group
75%
(10)
459,000
100%
42%
Systemax Distribution (2030/2050)
459,134
$
22,425
38 acres
$
21,121
Table of Contents
(1)
Average economic occupancy is calculated as the percentage of the property for which revenue
was recognized during the year. If the property was purchased during the year, average economic
occupancy is calculated from the date of purchase forward. If the project was under construction
or has an expansion that was under construction during the year, average economic occupancy for
the property or the expansion portion reflects the fact that the property had no occupancy for a
portion of the year.
(2)
Cost as shown in the accompanying table includes deferred leasing costs, other related
tangible assets and net intangible real estate assets.
(3)
Square footage and cost information includes 9,300 square feet for 201 Peachtree, which is
connected to 191 Peachtree, and acreage information includes 0.8 acres under a ground lease which
expires in 2087.
(4)
The real estate and other assets of this property are restricted under a loan
agreement such that the assets are not available to settle other debts of the Company.
(5)
At The American Cancer Society Center, approximately 0.18 acres of land are under a ground
lease expiring in 2068, and 33,509 square feet of the US South lease expires in 2011.
(6)
These projects are owned through a joint venture with a third party who may get a share of the
results of operations or sale of the property, even though the projects are shown as 100% owned.
(7)
Actual tenant or venture partner is an affiliate of the entity shown.
(8)
At Meridian Mark Plaza, 43,051 square feet of the Northside Hospital lease expires in 2013,
with an option to extend to 2023, and 7,521 square feet of the Childrens Healthcare lease expires
in 2019.
(9)
At 333 North Point Center East, 3,715 square feet of this lease expires in 2011.
(10)
The allocation of the results of operations and the legal ownership percentage could be
different depending on the attainment of certain thresholds.
(11)
The Company receives a preferred return of 11.46% on its investment in the entity that owns
Gateway Village, and the Companys return on its capital is anticipated to be limited to 17%.
(12)
Emory University Hospital Midtown Medical Office Tower was developed on top of a building
within the Emory University Hospital Midtown campus. The venture received a fee simple interest in
the air rights above this building in order to develop the medical office tower. In addition, 5,148
square feet of the Emory University lease expires in 2011.
(13)
After August 2011, the Companys return from the entity that owns Ten Peachtree Place is 15%
on the first $15.3 million of cash flows and 50% to each partner thereafter.
(14)
The Companys ownership interest in Terminus 200 building changed during 2010 from 50% to 20%.
In addition, the allocation of the results of operations and the legal ownership could be different
depending on the attainment of certain thresholds.
(15)
Presbyterian Medical Plaza is located on 1 acre, which is subject to a ground lease expiring
in 2057, and 9,143 square feet of the Novant lease expires in 2019.
(16)
Rentable square feet
leased as of December 31, 2010 out of approximately 4,340,000 total rentable square feet.
(17)
Rentable square feet leased as of December 31, 2010 out of approximately
3,067,000 total rentable square feet.
(18)
Most of these retail centers also include
outparcels which are ground leased to freestanding users.
(19)
Ownership of the
square footage and acreage of The Avenue Carriage Crossing is detailed below:
Square Feet
Acres
291,000
19
511,000
78
802,000
97
(20)
This anchor tenant owns its own store and land.
(21)
This tenant built and owns its own store and pays the Company under a ground lease.
(22)
At the Avenue Webb Gin, The Gap can relinquish 7,099 square feet of this lease if the Company
receives notice between certain prescribed dates in 2013 and 2014. At the Avenue East Cobb, The Gap
can relinquish 7,915 square feet if the Company receives notice between certain prescribed 2011 dates. At the
Avenue West Cobb, The Gap can relinquish 7,021 square feet if the Company receives notice between
certain prescribed dates in 2011 and 2012.
(23)
Ownership of the square footage and acreage of Tiffany Springs MarketCenter is detailed below:
Square Feet
Acres
349,000
31
238,000
25
12
587,000
68
(24)
Ownership of the square footage and acreage of The Avenue Forsyth is detailed below:
Square Feet
Acres
472,000
53
6
472,000
59
Table of Contents
(25)
These retail properties were acquired in a joint venture that was formed on December 31, 2010;
therefore, no revenues, depreciation or amortization were recognized in 2010. See Note 4 for
additional information. The allocation of the results of operations and the legal ownership percentage could be
different depending on the attainment of certain thresholds.
(26)
Ownership of the square footage
and acreage of The Avenue Viera is detailed below:
Square Feet
Acres
128,000
10
332,000
45
460,000
55
(27)
Approximately 1.5 acres of the total acreage at The Avenue Peachtree City is
under a ground lease expiring in 2024.
(28)
Ownership of the square footage and acreage
of North Point MarketCenter is detailed below:
Square Feet
Acres
117,000
11
401,000
49
518,000
60
(29)
Ownership of the square footage and acreage of Greenbrier MarketCenter is detailed below:
Square Feet
Acres
117,000
8
376,000
36
493,000
44
(30)
Ownership of the square footage and acreage of Los Altos MarketCenter is detailed below:
Square Feet
Acres
25,000
157,000
17
182,000
17
(31)
Gross leasable area leased as of December 31, 2010 out of approximately
833,000 total gross leasable area.
(32)
Gross leasable area leased as of December
31, 2010 out of approximately 3,912,000 total gross leasable area.
(33)
Of the total
square footage leased, 119,050 square feet is leased on a month-to-month basis.
(34)
This building sold in February 2011.
(35)
Rentable square feet leased as of December 31, 2010 out of approximately 2,004,000 total
rentable square feet.
(36)
Subsequent to December 31, 2010, Borders announced they
may close certain stores.
Table of Contents
Estimated
Estimated
Developed
Lots Sold
Total
Remaining
Cost
Year
Project Life
Total Lots to
Lots in
in Current
Lots
Lots to be
Basis
Description
Commenced
(In Years)
be Developed (1)
Inventory
Year
Sold
Sold
($000)
2001
20
906
48
25
727
179
$
4,651
Fulton County
Suburban Atlanta, GA
2006
10
559
101
10
30
529
15,600
Harris County
Pine Mountain, GA
2006
14
154
86
1
19
135
39,647
Coweta County
Suburban Atlanta, GA
2002
10
138
13
125
13
384
Harris County
Pine Mountain, GA
1999
13
107
12
1
95
12
468
East Cobb County
Suburban Atlanta, GA
2008
5
29
23
2
6
23
2,653
Gwinnett County
Suburban Atlanta, GA
1,893
283
39
1,002
891
63,403
1998
13
1,676
5
1,671
5
16
Paulding County
Suburban Atlanta, GA
2003
24
1,385
259
288
1,097
23,673
Paulding County
Suburban Atlanta, GA
2003
17
1,081
331
2
636
445
16,699
Paulding County
Suburban Atlanta, GA
2004
10
27
9
18
9
652
Paulding County
Suburban Atlanta, GA
4,169
604
2
2,613
1,556
41,040
2003
16
2,083
65
86
693
1,390
12,800
Fort Bend County
Houston, TX
2003
21
1,274
187
796
478
5,067
Tarrant County
Fort Worth, TX
2004
20
1,199
82
40
232
967
7,113
Tarrant County
Fort Worth, TX
2003
16
1,123
157
20
345
778
7,121
Fort Bend County
Rosenberg, TX
2005
11
1,027
59
80
452
575
18,558
Brazoria County
Pearland, TX
2003
12
567
17
356
211
6,407
Collin County
McKinney, TX
2003
10
457
109
348
109
2,604
Manatee County
Tampa, FL
2005
9
382
15
41
261
121
4,918
Bexar County
San Antonio, TX
2003
11
335
6
225
110
2,325
Dallas County
DeSoto, TX
2003
11
301
130
46
171
130
2,855
Manatee County
Bradenton, FL
Table of Contents
(1)
This estimate represents the total projected development capacity for a development on
owned land. The numbers shown include lots currently developed or to be developed over time, based
on managements current
estimates, and lots sold to date from inception of development.
(2)
Callaway Gardens is owned in a joint venture which is consolidated with the Company. The
partner is entitled to a share of the profits after the Companys capital is recovered.
(3)
All lots at Longleaf at Callaway and certain lots at Callaway Gardens and Blalock Lakes are
sold to a homebuilding venture, of which the Company is a joint venture partner. As a result of
this relationship, the Company
defers some or all profits until houses are built and sold, rather than at the time lots are sold,
as is the case with the Companys other residential developments.
Companys
Developable
Cost
Ownership
Land Area
Year
Basis
Description and Location
Zoned Use
Interest
(Acres)
Acquired
($000)
Austin, TX
Retail and Commercial
100%
60
2005
$
17,115
(1)
Atlanta, GA
Mixed Use
100%
4
2005
12,651
(1)
Atlanta, GA
Mixed Use
100%
2
1996
12,492
(1)
Suburban Atlanta, GA
Office and Commercial
50%
36
1971-1989
21,186
Suburban Atlanta, GA
Retail
94%(2)
15
2007
10,442
(1)
Suburban Atlanta, GA
Industrial
100%
86
2005
10,089
(1)
Dallas, TX
Industrial and Commercial
100%(3)
51
2006
9,821
(1)
Suburban Atlanta, GA
Industrial and Commercial
100%
117
2006
9,196
(1)
Atlanta, GA
Mixed Use
100%
1
2004/2009
8,794
(1)
Suburban Atlanta, GA
Mixed Use
100%
42
1970-1985
6,519
(1)
Austin, TX
Commercial
100%
6
1998
4,963
(1)
Table of Contents
(1)
The cost basis of these consolidated properties aggregates to $123,879,000, as reflected on the
Consolidated Balance Sheet.
(2)
Ownership percentage reflects blended ownership. A portion of the developable land area is
owned 100% by the Company and a portion is owned 88.5% by a consolidated joint venture.
(3)
This project is owned through a joint venture with a third party who has contributed equity,
but the equity ownership and the allocation of the results of operations and/or gain on sale most
likely will be disproportionate.
(4)
These residential communities have adjacent land that may be sold to third parties in large
tracts for residential, multi-family or commercial development. The cost basis of these tracts and
the lot inventory are included on the Residential Lots schedule above.
Table of Contents
Total
Units
Units Sold
Total
Remaining
Cost
Developed /
in Current
Units
Units to be
Basis
Purchased
Year
Sold
Sold
($000)
137
75
130
7
$
2,561
28
5
28
433
165
80
158
7
$
2,994
(1)
The total units sold does not include two units that closed but do not qualify as sales
under applicable accounting standards.
(2)
The project includes 9,224 square feet of for-sale commercial retail space. The commercial
retail units are not included in the unit totals above but are included in the cost basis. None
of the commercial retail units have been sold as of December 31, 2010.
Name
Age
Office Held
54
President and Chief Executive Officer
57
Vice Chairman of the Company
46
Executive Vice President and Chief Financial Officer
51
Executive Vice President Retail Investments, Leasing and Asset Management
59
Executive Vice President and Chief Investment Officer
48
Executive Vice President Development, Office Leasing and Asset Management
50
Senior Vice President Client Services
51
Senior Vice President, Chief Accounting Officer and Assistant Secretary
43
Senior Vice President, General Counsel and Corporate Secretary
Table of Contents
Table of Contents
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
2010 Quarters
2009 Quarters
First
Second
Third
Fourth
First
Second
Third
Fourth
$
8.68
$
8.67
$
7.36
$
8.44
$
14.10
$
10.79
$
10.95
$
8.58
$
6.70
$
6.66
$
6.00
$
6.86
$
5.85
$
6.11
$
7.30
$
6.83
$
0.09
$
0.09
$
0.09
$
0.09
$
0.25
$
0.25
$
0.15
$
0.09
3/15/10
6/18/10
9/17/10
12/17/10
2/23/09
6/5/09
9/16/09
12/11/09
Total Number
of Shares
Average Price
Purchased (1)
Paid per Share (1)
$
7,691
8.16
7,691
$
8.16
(1)
The purchases of equity securities that occur outside the plan relate to shares remitted by
employees as payment for option exercises or income taxes due. Activity for the fourth
quarter 2010 related to the remittances of shares for income taxes due for restricted stock
vesting.
Table of Contents
Period Ending
Company/Market/Peer Group
12/31/2005
12/31/2006
12/31/2007
12/31/2008
12/31/2009
12/31/2010
$
100.00
$
142.96
$
94.17
$
63.13
$
40.17
$
45.49
$
100.00
$
115.79
$
122.16
$
76.96
$
97.33
$
111.99
$
100.00
$
120.47
$
131.15
$
79.67
$
102.20
$
115.88
$
100.00
$
135.06
$
113.87
$
70.91
$
90.76
$
116.12
Table of Contents
For the Years Ended December 31,
2010
2009
2008
2007
2006
($ in thousands, except per share amounts)
$
143,472
$
139,504
$
136,892
$
103,443
$
79,331
33,420
33,806
47,662
36,314
35,465
50,385
38,262
15,437
9,969
40,418
1,229
2,972
4,149
6,567
1,619
228,506
214,544
204,140
156,293
156,833
58,973
63,382
54,501
44,665
33,362
59,111
53,350
50,271
37,387
29,122
37,716
30,652
11,106
7,685
32,154
37,180
39,888
28,257
8,565
11,119
2,554
40,512
2,100
57,668
65,854
64,502
60,632
61,401
253,202
293,638
210,737
158,934
167,158
(9,827
)
(2,766
)
(446
)
(18,207
)
1,079
(4,341
)
8,770
4,423
(4,193
)
9,493
(68,697
)
9,721
6,096
173,083
1,938
168,637
10,799
5,535
3,012
(22,013
)
13,739
22,693
12,967
143,370
9,980
15,808
2,232
21,611
93,451
(12,033
)
29,547
24,925
34,578
236,821
(2,540
)
(2,252
)
(2,378
)
(1,656
)
(4,130
)
(12,907
)
(12,907
)
(14,957
)
(15,250
)
(15,250
)
$
(27,480
)
$
14,388
$
7,590
$
17,672
$
217,441
$
(0.37
)
$
(0.02
)
$
0.10
$
(0.08
)
$
2.44
$
(0.27
)
$
0.22
$
0.15
$
0.34
$
4.27
$
(0.37
)
$
(0.02
)
$
0.10
$
(0.07
)
$
2.35
$
(0.27
)
$
0.22
$
0.15
$
0.33
$
4.13
$
0.36
$
0.74
$
1.36
$
1.48
$
4.88
$
1,371,282
$
1,491,552
$
1,693,795
$
1,509,611
$
1,196,753
$
509,509
$
590,208
$
942,239
$
676,189
$
315,149
$
760,079
$
787,411
$
466,723
$
554,821
$
625,915
103,392
99,782
51,352
51,280
51,748
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Increase of $4.6 million in 2010 related to 191 Peachtree Tower, where average
economic occupancy increased from 61% in 2009 to 75% in 2010;
Decrease of $2.4 million in 2010 from the American Cancer Society Center (the ACS
Center), where average economic occupancy decreased from 92% in 2009 to 85% in 2010.
This decrease was mainly the result of the expiration of the 139,000 square foot AT&T
lease in the third quarter of 2009; and
Decrease of $752,000 in 2010 from Terminus 100 due to a decrease in revenues from
retail tenants, a decrease in parking revenues and an adjustment to tenant recovery
revenues caused by a decrease in recoverable expenses.
Increase of $2.6 million in 2010 from The Avenue Forsyth, where average economic
occupancy increased from 58% in 2009 to 70% in 2010; and
Decrease of $944,000 in 2010 related to The Avenue Webb Gin, mainly due to the sale of
four leased outparcels during 2010.
Increase of $771,000 from Jefferson Mill Business Park Building A. This building is
100% leased to a single user and this lease commenced during 2010, which increased
average economic occupancy from 0% in 2009 to 42% in 2010;
Increase of $661,000 from King Mill Distribution Park Building 3, where average
economic occupancy increased from 58% in 2009 to 87% in 2010; and
Increase of $378,000 from Lakeside Ranch Business Park Building 20, where average
economic occupancy increased from 48% in 2009 to 68% in 2010.
Decrease of $2.1 million at 191 Peachtree Tower, as average economic occupancy
decreased from 80% in 2008 to 61% in 2009, mainly due to the December 2008 expiration of
the Wachovia lease;
Decrease of $1.7 million from the ACS Center, due to a decrease in average economic
occupancy from 99% in 2008 to 92% in 2009;
Increase of $2.0 million at One Georgia Center, as average economic occupancy
increased from 68% in 2008 to 99% in 2009, due to the commencement of the Georgia
Department of Transportation lease in 2008.
Table of Contents
Increase of $2.5 million at The Avenue Forsyth, which opened in April 2008, related to
increased average economic occupancy from 32% in 2008 to 58% in 2009;
Increase of $3.3 million at Tiffany Springs MarketCenter, which opened in July 2008,
related to increased average economic occupancy from 29% in 2008 to 73% in 2009; and
Decrease of $1.8 million at The Avenue Carriage Crossing, where average economic
occupancy decreased from 91% in 2008 to 84% in 2009.
Decrease of $1.0 million in 2010 from Terminus 100 due to a decrease in bad debt
expense, a decrease in parking costs and adjustments relating to 2008 operating expenses
made during 2009;
Decrease of $1.3 million in 2010 from 191 Peachtree Tower due primarily to a decrease
in bad debt expense during 2010 compared to 2009;
Decrease of $961,000 in 2010 from The Avenue Carriage Crossing due to a decrease in
real estate tax expense based on an anticipated reduction in assessments, a reduction in
insurance costs and a decrease in bad debt expense; and
Decrease of $657,000 in 2010 from The Avenue Webb Gin due mainly to a decrease in bad
debt expense.
Increase of $1.3 million at The Avenue Forsyth related to increased occupancy and
increases in bad debt expense;
Increase of $1.2 million at Tiffany Springs MarketCenter related to a full year of
operations and increased economic occupancy;
Increase of $354,000 at One Georgia Center, due to increased average economic
occupancy;
Increase of $2.6 million at 191 Peachtree Tower, primarily due to increases in real
estate taxes, non-recoverable tenant amenity expenses, marketing costs and bad debt
expense; and
Increase of $2.8 million at Terminus 100, due partially to increased economic
occupancy in 2009, an increase in bad debt expense and adjustments to true up estimates
of various operating expenses to actual in both 2008 and 2009.
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Closed 75 units at 10 Terminus Place in 2010 compared to 42 units in 2009 resulting in a
$16.7 million increase in sales and a $12.5 million increase in cost of sales;
Closed the five remaining residential units at 60 North Market in 2010 compared to 24
residential units in 2009 resulting in a decrease in sales of $6.2 million and in cost of
sales of $5.7 million. The Company acquired this project in 2009 in satisfaction of a note
receivable from the developer, and sold the majority of the units acquired during 2009.
See section below on Impairment Loss for additional discussion of 60 North Market; and
Decrease of $6.9 million in sales and $5.3 million in cost of sales from The Brownstones
at Habersham, discussed below.
Closed 14 units and five completed building pads in 2009 at The Brownstones at Habersham
project resulting in a $6.9 million increase in sales and a $5.3 million increase in cost
of sales. The Company purchased this project in 2009 and sold all units in that same year;
Closed 42 units at 10 Terminus Place in 2009 compared to 13 units in 2008 resulting in a
$7.5 million increase in sales and a $5.4 million increase in cost of sales; and
Closed 24 units at 60 North Market that increased sales by $8.0 million and cost of
sales by $7.6 million.
2010
2009
2008
39
14
14
2
8
330
128
177
371
142
199
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Increase in salaries and benefits before capitalization of approximately $2.9 million
due to an increase in bonus expense in 2010, as the Company paid no bonuses to employees in
2009. This increase is partially offset by a decrease in the number of employees between
the years, due to reductions in force;
Decrease in the capitalization of salaries and benefits of $825,000 in 2010. The
Company capitalizes salaries and benefits of personnel who work on qualified development
projects or those who work on leases that have been executed or certain leases that are
probable of being executed. These costs are allocated to the related project and reduce
G&A expense. The number of development projects and leases vary between years, and the
amount of qualified projects decreased between 2010 and 2009;
Decrease of approximately $704,000 in costs associated with operating the Companys
airplane, which was sold in the fourth quarter of 2009; and
Decrease of approximately $353,000 due to decreased advertising and marketing
expenditures relating to the Companys residential and for-sale multi-family projects;
G&A expense decreased $7.0 million (17%) between 2009 and 2008 as a result of the following:
Decrease in salaries and benefits for employees of approximately $11.6 million. This
decrease is based in part on a decrease in the number of employees at the Company between
the periods and a decrease in bonus and profit sharing expense;
Decrease of approximately $2.6 million in commission expense. The Company recognized a
development fee of $13.5 million in the third quarter 2008 (see Fee Income section above).
In conjunction with this fee, a $3.4 million employee leasing commission was recognized in
the third quarter of 2008 as a cost of earning this development fee;
Decrease of approximately $1.3 million in contributions, as the Company expensed $1.0
million of donations that it made to its charitable foundation in 2008; and
Decrease of $8.4 million between 2009 and 2008 in capitalized salaries and related
benefits for personnel involved in the development and leasing of certain projects, due to
a decrease in the number of projects under construction in 2009.
Increase of $4.8 million related to higher tenant improvement amortization from
increased occupancy at 191 Peachtree Tower;
Increase of $1.5 million at The Avenue Forsyth due to an increase in occupancy;
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Increase of $969,000 at The Avenue Webb Gin due partially to accelerated amortization in
2010 of assets for tenants who terminated their leases prior to the originally scheduled
end date and to an increase in average economic occupancy from 81% in 2009 to 84% in 2010;
Decrease of $715,000 at Terminus 100 due partially to accelerated amortization in 2009
for tenants who either terminated their leases or reduced their space and to a decrease in
economic occupancy from 95% in 2009 to 92% in 2010;
Decrease of $655,000 due to the sale of the Companys airplane in 2009; and
Decrease of $809,000 in depreciation of furniture, fixtures and equipment for the
corporate offices due to a reduction in staff and office space, as well as fully amortized
equipment.
Increase of $2.0 million related to higher depreciation of tenant assets associated with
increases in occupancy at Terminus 100, as well as the aforementioned tenant lease
terminations and adjustments;
Increase of $792,000 at One Georgia Center due to increased occupancy;
Increase of $1.7 million due to increased occupancy between 2008 and 2009 from The
Avenue Forsyth and Tiffany Springs MarketCenter, which opened during 2008;
Decrease of $535,000 due to decreases in occupancy between 2008 and 2009 at 191
Peachtree and The Avenue Carriage Crossing; and
Decrease of $348,000 due to the sale of the Companys airplane in 2009.
Lower average borrowings, related primarily to the full years effect of the 2009 common
equity offering, and a lower average interest rate, mainly due to interest rate swap
terminations, on the Credit Facility in 2010 compared to 2009;
Repayment of the Term Facility in July 2010 and the termination of the associated
interest rate swap;
Repayment of the 8.39% Meridian Mark Plaza note payable in July 2010. The Company
entered into a new note payable secured by Meridian Mark Plaza at an interest rate of 6%;
and
Decrease in capitalized interest of $3.7 million in 2010. Interest is
capitalized to certain qualifying projects during their construction, which reduces
interest expense. When development declines, the amount of interest which qualifies for
capitalization falls. The Company had a decrease in projects under development in 2010,
and capitalized less interest, which partially offset the decrease in interest expense.
Increase in average borrowings on the Companys Credit Facility during 2009 compared to
2008; and
Decrease in capitalized interest of $11.2 million as a result of a decrease in the
number and size of projects under development between the two years.
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2010
2009
2008
$
1,968
$
$
586
1,600
34,900
2,100
4,012
$
2,554
$
40,512
$
2,100
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2010
2009
2008
$
2,229
$
2,619
$
325
1,517
631
20,931
$
3,746
$
24,181
$
325
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2010
2009
2008
$
$
20,300
$
6,700
17,993
6,065
$
$
51,058
$
Sale of undeveloped land at the Jefferson Mill and King Mill projects ($1.2 million);
Sale of Glenmore ($369,000);
Recurring amortization of deferred gain from CP Venture, LLC ($236,000); and
Sale of undeveloped land at the Companys North Point Project ($133,000).
Sale of undeveloped land at the Companys North Point Project ($745,000);
The recognition of $167.2 million in deferred gain related to the 2006 venture formation
with Prudential. When the Company and Prudential formed the venture, the Company
contributed properties and Prudential contributed cash. The Company accounted for the
transaction as a sale in accordance with accounting rules, but deferred the related gain
because the consideration received was a partnership interest as opposed to cash. In 2009,
the venture made a pro rata distribution of cash to the Company and Prudential that
required the Company to recognize all of the gain that was deferred in 2006; and
Gain on sale of certain land tracts and other miscellaneous corporate assets ($723,000).
Sale of undeveloped land from the Companys North Point land holdings ($3.7 million);
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Sale of undeveloped land adjacent to The Avenue Forsyth project ($3.9 million);
Sale of certain of the Companys non-real estate assets ($960,000);
Sale of undeveloped land from the Jefferson Mill project land holdings ($748,000);
Condemnation of land at Cosmopolitan Center ($618,000);
Sale of Company aircraft ($415,000);
The recurring amortization of deferred gain from CP Venture, LLC ($220,000); and
Land tract sale at the Cedar Grove residential development ($161,000).
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Years Ended December 31,
2010
2009
2008
$
(27,480
)
$
14,388
$
7,590
59,111
53,350
50,271
845
2,483
3,140
9,683
8,800
6,495
(1,884
)
(3,366
)
(3,710
)
(5
)
(16
)
(33
)
(22
)
(46
)
(79
)
(1,938
)
(168,637
)
(10,799
)
(7,226
)
(147
)
(2,472
)
(12
)
1,697
1,243
10,611
$
32,781
$
(91,960
)
$
61,014
$
(.27
)
$
.22
$
.15
$
.32
$
(1.40
)
$
1.19
101,440
65,495
51,331
$
(.27
)
$
.22
$
.15
$
.32
$
(1.40
)
$
1.18
101,440
65,495
51,728
Cash from operations;
Borrowings under its Credit Facility;
Mortgage notes payable;
Proceeds from equity offerings;
Joint venture formations; and
Sales of assets.
Corporate expenses;
Expenditures on predevelopment and development projects;
Payments of tenant improvements and other leasing costs;
Principal and interest payments on debt obligations;
Dividends to common and preferred stockholders; and
Property acquisitions.
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Less than
After
Total
1 Year
1-3 Years
3-5 Years
5 years
$
105,400
$
$
105,400
$
$
404,109
45,762
50,739
10,045
297,563
165,471
26,033
39,489
35,641
64,308
14,970
99
206
216
14,449
1,710
580
790
269
71
$
691,660
$
72,474
$
196,624
$
46,171
$
376,391
$
4,129
$
4,129
$
$
$
2,025
1,984
41
12,389
11,389
1,000
$
18,543
$
17,502
$
1,041
$
$
(1)
Reflects that the one-year extension on the Credit Facility will be exercised.
(2)
Interest on variable rate obligations is based on rates effective as of December 31, 2010.
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Credit and Term Facilities
Credit Facility
Term Facility Applicable
Applicable Spread As
Applicable Spread
Spread Before
Leverage Ratio
Amended
Before Amendment
Amendment
1.75%
0.75%
0.70%
2.00%
0.85%
0.80%
2.25%
0.95%
0.90%
2.25%
1.10%
1.05%
N/A
1.25%
1.20%
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Floating Rate,
LIBOR-based
Term Facility
Borrowings
Total
$
11,869
$
4,732
$
16,601
(2,766
)
(2,766
)
(3,207
)
(1,111
)
(4,318
)
8,662
855
9,517
(9,235
)
(9,235
)
573
(855
)
(282
)
$
$
$
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Increase of $3.6 million in net proceeds from multi-family residential unit sales due to
an increase in the number of units sold;
Increase of $8.5 million in net proceeds from residential lot and outparcel sales,
mainly due to an increase in the number of outparcels sold in 2010;
Increase of $2.3 million related to the receipt of $3.4 million in income tax refunds in
2010 compared to $1.1 million received in 2009;
Decrease in cash paid for interest of $8.3 million due to a decrease in average
borrowings and average interest rates between 2010 and 2009;
Decrease of $4.0 million in residential lot, outparcel and for-sale multi-family
acquisition and development expenditures due to a decrease in development activities;
Decrease of approximately $4.8 million in separation costs, salaries, and related taxes
and benefits, excluding stock-based compensation, due to the decrease in number of
employees from 2009 to 2010;
Decrease of approximately $1.9 million in amounts contributed to the Companys
retirement savings plan. Offsetting this decrease was an increase in bonuses paid during
2010. The Company paid no bonuses during 2009, and paid approximately $2.8 million of
bonuses during 2010;
Operating distributions from joint ventures increased approximately $4.2 million
primarily as a result of the Companys share of the proceeds from the sale of land at CL
Realty;
Increase in operating cash flow from the Companys rental properties, primarily due to
increased occupancy. See the Results of Operations section for additional information; and
Decrease of $6.4 million related to the payment of a $9.2 million fee for an interest
rate swap termination in 2010 compared to $2.8 million paid in 2009, which offset the
increase in cash flows from operating activities.
Decrease in expenditures on residential and for-sale multi-family development projects
of $44.9 million, primarily due to the substantial completion of the Companys 10 Terminus
multi-family project and to a decrease in development activity on the Companys residential
lot developments;
Increase in proceeds from the sale of multi-family units of $16.7 million due to
increased number of unit sales;
Decrease of $7.0 million related to income tax refunds received;
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Decrease in fee income of $13.9 million, due to a nonrecurring development fee of $13.5
million received in 2008;
Increase in interest paid of $8.2 million due to higher average debt borrowings during
2009; and
Decrease in operating distributions from unconsolidated joint ventures of $16.5 million
primarily due to the 2008 operating distributions from TRG from the closing of
substantially all of its remaining for-sale multi-family residential units, compared to no
significant distributions received in 2009.
Increase in proceeds from property sales of approximately $90.0 million in 2010
primarily from the sales of San Jose MarketCenter and 8995 Westside Parkway, and an
increase in land sales between 2010 and 2009;
Decrease in property acquisition and development expenditures of $20.1 million, as the
Company currently does not have any significant projects under development;
Increase in investment in joint ventures of approximately $21.0 million between 2010 and
2009. In 2010, the Company contributed approximately $14.9 million to form the Cousins
Watkins LLC joint venture. Also in 2010, the Company contributed approximately $4.0
million to the CP Venture IV entities to pay its share of the maturing mortgage note
payable and contributed approximately $3.2 million to the MSREF/T200 venture;
Increase in distributions from joint ventures of approximately $11.2 million primarily
as a result of the Companys share of the proceeds from the sale of land at CL Realty;
Decrease of $17.25 million in 2010 from the payment of a debt guarantee due to the
restructuring of the Companys Terminus 200 LLC joint venture; and
Increase in restricted cash of $12.5 million, mainly related to required reserves for
tenant improvements that will be due for a lease signed at the ACS Center. Amounts are
required to be set aside for this under the ACS Center loan.
Decrease of $105.3 million in property acquisition and development expenditures
resulting from a decline in development activity between the years;
Decrease in investments in unconsolidated joint ventures of $19.4 million between the
periods, mainly due to lower contributions to the Palisades West LLC joint venture, which
constructed two office buildings that were substantially completed in the fourth quarter of
2008. Partially offsetting this decrease in cash used was a decrease in distributions
received from unconsolidated joint ventures of $12.8 million. In 2008, TRG had significant
capital distributions from the closing of substantially all of its remaining for-sale
multi-family residential units, compared to no significant distributions received in 2009;
Decrease in cash used to purchase other assets of $9.9 million as the Company acquired
an airplane and had higher predevelopment expenditures in 2008; and
Decrease in proceeds from investment property sales. The Company had more activity in
its land tract sales in 2008 as compared to 2009.
Decrease in common stock issued, net of expenses, of $318.5 million due to the issuance
of 46 million shares in 2009;
Increase in net borrowings under the Credit and Term Facilities of $236.4 million
between 2010 and 2009. In 2009, the Company repaid $248 million under these facilities
with proceeds from the September 2009 stock issuance. Also in 2009, the Company had net
borrowings of $87.0 million to
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fund development and to repay the San Jose MarketCenter mortgage note. In 2010, the Company repaid the $100 million Term Facility mainly using the
proceeds from the sale of San Jose MarketCenter, offset by additional borrowings to pay the
$9.2 million fee on the interest rate swap termination and the $17.25 million payment of
the Terminus 200 LLC debt guarantee;
Decrease in the repayment of notes payable of $2.7 million in 2010. In 2010, the
Company repaid the mortgage note at Meridian Mark Plaza for $22.0 million, the $8.7 million
Glenmore note in conjunction with the sale of that property, and paid $40.0 million in
conjunction with the refinancing of the Terminus 100 note. In 2009, the Company repaid the
San Jose MarketCenter note for $70.3 million and the Brownstones at Habersham note for $3.2
million;
Increase in proceeds from other notes payable of $27.0 million due to the issuance of a
new mortgage note at Meridian Mark Plaza;
Increase in payments of loan issuance costs of $2.0 million in the 2010 period due to
the payment of an administrative fee of approximately $1.7 million related to the amendment
of the Companys Credit Facility and loan issuance costs related to the new Meridian Mark
Plaza note;
Decrease in cash common dividends paid of $10.5 million due partially to a reduction in
the quarterly dividend per share to $0.09 for 2010 compared to $0.25 per share for the
first and second quarters of 2009 and $0.15 per share for the third quarter of 2009.
Additionally, the Company paid its dividends in cash in the first quarter of 2009, while
each quarter since then through 2010 has been paid in a combination of cash and stock; and
Decrease in distributions to noncontrolling interests of $4.5 million from 2009 to 2010
primarily due to a distribution of $4.6 million in the 2009 period to the partner in the
Companys CP Venture Six joint venture.
Increase in repayments of the Companys Credit Facility, net of borrowings, by $529.4
million due to a decrease in funds needed for development projects and to the repayment of
a large portion of the amount outstanding on the Credit Facility using proceeds from the September 2009 common
stock issuance;
Increase in repayments of other notes payable by $65.1 million, primarily due to the
2009 repayment of the San Jose MarketCenter note for $70.3 million and The Brownstones at
Habersham note for $3.2 million. In 2008, the Company repaid the previous Lakeshore
mortgage note payable of $8.7 million;
Decrease in proceeds from other notes payable of $18.4 million from the refinancing of
the Lakeshore mortgage note payable with no loan proceeds received in 2009;
Decrease in common dividends paid by approximately $47.1 million. The dividend per
share decreased from $1.36 per share in 2008 to $0.74 per share in 2009. In addition, the
Company paid a portion of the second, third and fourth quarter 2009 common dividends with
stock;
Common stock issued, net of expenses, increased $317.3 million between the periods due
to the issuance of 46 million shares in the third quarter 2009, which generated
approximately $318 million in proceeds; and
Increase of $15.8 million due to purchases of preferred stock in 2008, with no preferred
stock repurchases in 2009.
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($ in thousands)
2011
2012
2013
2014
2015
Thereafter
Total
Fair Value
$
42,388
$
45,962
$
4,777
$
4,877
$
5,168
$
297,563
$
400,735
$
413,022
6.99
%
5.61
%
5.70
%
5.76
%
5.76
%
5.85
%
5.94
%
$
3,374
$
105,400
$
$
$
$
$
108,774
$
108,774
6.00
%
2.26
%
2.38
%
(1)
Interest rates on variable rate notes payable are equal to the variable rates in effect on December 31, 2010.
(2)
Assumes the one-year option to extend the Credit Facility will be exercised.
Table of Contents
Quarters
First
Second
Third
Fourth
(Unaudited)
$
67,200
$
52,612
$
52,457
$
56,237
2,920
2,394
2,179
2,000
756
1,061
58
63
944
(6,266
)
(11,057
)
(5,634
)
1,236
1,482
6,597
665
2,180
(4,784
)
(4,460
)
(4,969
)
1,654
(5,368
)
(5,156
)
(5,703
)
(1,573
)
(8,595
)
(8,382
)
(8,930
)
(0.03
)
(0.10
)
(0.15
)
(0.09
)
(0.02
)
(0.09
)
(0.08
)
(0.09
)
(0.03
)
(0.10
)
(0.15
)
(0.09
)
(0.02
)
(0.09
)
(0.08
)
(0.09
)
Quarters
First
Second
Third
Fourth
(Unaudited)
$
46,289
$
48,393
$
56,768
$
63,094
1,820
(29,361
)
(42,854
)
1,698
167,434
801
406
(4
)
164,216
(90,894
)
(54,377
)
(5,206
)
(6
)
13,506
1,048
1,260
164,210
(77,388
)
(53,329
)
(3,946
)
163,798
(78,086
)
(53,860
)
(4,557
)
160,571
(81,313
)
(57,088
)
(7,782
)
3.13
(1.84
)
(0.98
)
(0.09
)
3.13
(1.58
)
(0.96
)
(0.08
)
3.13
(1.84
)
(0.98
)
(0.09
)
3.13
(1.58
)
(0.96
)
(0.08
)
Note:
The above per share quarterly information may not sum to full year per share
information due to rounding, and, in 2009, per share information for the quarter may not add up to
the annual earnings per share due to the issuance of additional common stock during that year.
Other financial statements and financial statement schedules required under Regulation S-X are
filed pursuant to Item 15 of Part IV of this report.
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Cousins Properties Incorporated:
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
February 28, 2011
Table of Contents
62
Table of Contents
63
64
65
66
67
(a)
1.
Financial Statements
A.
The following Consolidated Financial Statements of the Registrant,
together with the applicable Report of Independent Registered Public Accounting
Firm, are filed as a part of this report:
Page Number
F-2
F-3
F-4
F-5
F-6
F-7
2.
Financial Statement Schedule
The following financial statement schedule for the Registrant is filed as a part of this report:
Page Numbers
S-1 through S-5
NOTE: Other schedules are omitted because of the absence of conditions under which they
are required or because the required information is given in the financial statements or
notes thereto.
(b)
Exhibits
3.1
Restated and Amended Articles of Incorporation of the Registrant, as
amended August 9, 1999, filed as Exhibit 3.1 to the Registrants Form 10-Q for the
quarter ended June 30, 2002, and incorporated herein by reference.
3.1.1
Articles of Amendment to Restated and Amended Articles of
Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to
the Registrants Current Report on Form 8-K filed on July 23, 2003, and incorporated
herein by reference.
3.1.2
Articles of Amendment to Restated and Amended Articles of
Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit
3(a)(i) to the Registrants Form 10-K for the year ended December 31, 2004, and
incorporated herein by reference.
3.1.3
Articles of Amendment to Restated and Amended Articles of
Incorporation of the Registrant, dated May 4, 2010, filed as Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on May 10, 2010 and incorporated
herein by reference.
3.2
Bylaws of the Registrant, as amended and restated June 6, 2009, filed
as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on June 8, 2009,
and incorporated herein by reference.
4(a)
Dividend Reinvestment Plan as restated as of March 27, 1995, filed in
the Registrants Form S-3 dated March 27, 1995, and incorporated herein by
reference.
10(a)(i)*
Cousins Properties Incorporated 1989 Stock Option Plan, renamed the 1995 Stock
Incentive Plan and approved by the Stockholders on May 6, 1996, filed as Exhibit 4.1
to the Registrants Form S-8 dated December 1, 2004, and incorporated herein by
reference.
10(a)(ii)*
Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended and
restated, approved by the Stockholders on May 6, 2008, filed as Annex B to the
Registrants Proxy Statement dated April 13, 2008, and incorporated herein by
reference.
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10(a)(iii)*
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan, filed as
Exhibit 10.1 to the Registrants Current Report on Form 8-K dated December 9, 2005,
and incorporated herein by reference.
10(a)(iv)*
Amendment No. 1 to Cousins Properties Incorporated 2005 Restricted Stock Unit
Plan, filed as Exhibit 10(a)(iii) to the Registrants Form 10-Q for the quarter
ended March 31, 2006, and incorporated herein by reference.
10(a)(v)*
Form of Restricted Stock Unit Certificate (with Performance Criteria), filed as
Exhibit 10(a)(iv) to the Registrants Form 10-Q for the quarter ended March 31,
2006, and incorporated herein by reference.
10(a)(vi)*
Cousins Properties Incorporated 1999 Incentive Stock Plan Form of Key
Employee Non-Incentive Stock Option and Stock Appreciation Right Certificate,
amended effective December 6, 2007, filed as Exhibit 10(a)(vi) to the Registrants
Form 10-K for the year ended December 31, 2007 and incorporated herein by reference.
10(a)(vii)*
Cousins Properties Incorporated 1999 Incentive Stock Plan Form of Key
Employee Incentive Stock Option and Stock Appreciation Right Certificate, amended
effective December 6, 2007, filed as Exhibit 10(a)(vii) to the Registrants Form
10-K for the year ended December 31, 2007 and incorporated herein by reference.
10(a)(viii)*
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan Form of
Restricted Stock Unit Certificate, filed as Exhibit 10.3 to the Registrants Current
Report on Form 8-K dated December 11, 2006, and incorporated herein by reference.
10(a)(ix)*
Amendment No. 2 to the Cousins Properties Incorporated 2005 Restricted Stock
Unit Plan, filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on August 18, 2006, and incorporated herein by reference.
10(a)(x)*
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan Form of
Restricted Stock Unit Certificate for Directors, filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed on August 18, 2006, and incorporated
herein by reference.
10(a)(xi)*
Form of Change in Control Severance Agreement, filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on August 31, 2007, and incorporated
herein by reference.
10(a)(xii)*
Amendment No. 1 to the Cousins Properties Incorporated 1999 Incentive Stock
Plan, filed as Exhibit 10(a)(ii) to the Registrants Form 10-Q for the quarter ended
March 31, 2008, and incorporated herein by reference.
10(a)(xiii)*
Amendment No. 4 to the Cousins Properties Incorporated 2005 Restricted Stock
Unit Plan dated September 8, 2008, filed as Exhibit 10(a)(xiii) to the Registrants
Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
10(a)(xiv)*
Amendment No. 5 to the Cousins Properties Incorporated 2005 Restricted Stock
Unit Plan dated February 16, 2009, filed as Exhibit 10(a)(xiv) to the Registrants
Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
10(a)(xv)*
Form of Amendment Number One to Change in Control Severance Agreement filed as
Exhibit 10.2 to the Registrants Current Report on Form 8-K dated May 12, 2009, and
incorporated herein by reference.
10(a)(xvi)*
Amendment Number 6 to the Cousins Properties Incorporated 2005 Restricted
Stock Unit Plan filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K
dated May 12, 2009, and incorporated herein by reference.
Table of Contents
10(a)(xvii)*
Form of Cousins Properties Incorporated Cash Long Term Incentive Award
Certificate filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K dated
May 12, 2009, and incorporated herein by reference.
10(a)(xviii)*
Cousins Properties Incorporated 2009 Incentive Stock Plan, as approved by the
Stockholders on May 12, 2009, filed as Annex B to the Registrants Proxy Statement
dated April 3, 2009, and incorporated herein by reference.
10(a)(xix)*
Cousins Properties Incorporated Director Non-Incentive Stock Option and Stock
Appreciation Right Certificate under the Cousins Properties Incorporated 2009
Incentive Stock Plan, filed as Exhibit 10.2 to the Registrants Form 10-Q for the
quarter ended June 30, 2009, and incorporated herein by reference.
10(a)(xx)*
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan Form of
Restricted Stock Unit Certificate for 2010-2012 Performance Period filed as Exhibit
10(a)(xx) to the Registrants Form 10-K for the year ended December 31, 2009 and
incorporated herein by reference.
10(a)(xxi)*
Cousins Properties Incorporated 2009 Incentive Stock Plan Form of Key
Employee Non-Incentive Stock Option Certificate filed as Exhibit 10(a)(xxi) to the
Registrants Form 10-K for the year ended December 31, 2009 and incorporated herein by
reference.
10(a)(xxii)*
Cousins Properties Incorporated 2009 Incentive Stock Plan Form of Stock
Grant Certificate filed as Exhibit 10(a)(xxii) to the Registrants Form 10-K for the
year ended December 31, 2009 and incorporated herein by reference.
10(a)(xxiii)*
Form of New Change in Control Severance Agreement, filed as
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 7, 2011
and incorporated herein by reference.
10(a)(xxiv)*
Form of Amendment Number Two to Change in Control Severance Agreement, filed
as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on January 7,
2011 and incorporated herein by reference.
10(a)(xxv)*
Cousins Properties Incorporated 2009 Incentive Stock Plan Form of Stock
Grant Certificate.
10(a)(xxvi)*
Cousins Properties Incorporated 2009 Incentive Stock Plan Form of Key
Employee Non-Incentive Stock Option Certificate.
10(a)(xxvii)*
Cousins Properties Incorporated 2009 Incentive Stock Plan Form of Key
Employee Incentive Stock Option Certificate.
10(a)(xxviii)*
Cousins Properties Incorporated 2005 Restricted Stock Unit Plan Form of
Restricted Stock Unit Certificate for 2011-2013 Performance Period.
10(b)*
Consulting Agreement with Joel Murphy, dated as of December 5, 2008, including the
Amendment Number One to the Form of Restricted Stock Unit Certificate (with
Performance Criteria), filed as Exhibit 10(b) to the Registrants Form 10-K for the
year ended December 31, 2008, and incorporated herein by reference.
10(c)*
Retirement Agreement and General Release by and among Thomas D. Bell, Jr. and
Cousins Properties Incorporated dated June 7, 2009, filed as Exhibit 10.1 to the
Registrants Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by
reference.
10(d)*
Retirement and Consulting Agreement and General Release with James A. Fleming dated
August 9, 2010, filed as Exhibit 10.1 to the Registrants Form 10-Q for the quarter
ended June 30, 2010 and incorporated herein by reference.
10(e)
Amended and Restated Credit Agreement, dated as of August 29, 2007,
among Cousins Properties Incorporated as the Principal Borrower (and the Borrower
Parties, as defined, and the Guarantors, as defined); Bank of America, N.A., as
Administrative Agent, Swing Line
Table of Contents
Lender and L/C Issuer; Banc of America Securities LLC
as Sole Lead Arranger and Sole Book Manager; Eurohypo AG, as Syndication Agent; PNC
Bank, N. A., Wachovia Bank, N. A., and Wells Fargo Bank, as Documentation Agents;
Norddeutsche Landesbank Girozentrale, as Managing Agent; Aareal Bank AG, Charter One
Bank, N.A., and Regions Bank, as Co-Agents; and the Other Lenders Party Hereto, filed
as Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on August 30, 2007, and
incorporated herein by reference.
10(f)
Loan Agreement dated as of August 31, 2007, between Cousins Properties
Incorporated, a Georgia corporation, as Borrower and JP Morgan Chase Bank, N.A., a
banking association chartered under the laws of the United States of America, as
Lender, filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
September 7, 2007, and incorporated herein by reference.
10(g)
Loan Agreement dated as of October 16, 2007, between 3280 Peachtree I LLC,
a Georgia limited liability corporation, as Borrower and The Northwestern Mutual Life
Insurance Company, as Lender, filed as Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed October 17, 2007, and incorporated herein by reference.
10(h)
Contribution and Formation Agreement between Cousins Properties
Incorporated, CP Venture Three LLC and The Prudential Insurance Company of America,
including Exhibit U thereto, filed as Exhibit 10.1 to the Registrants Form 8-K filed
on May 4, 2006, and incorporated herein by reference.
10(i)
Form of Indemnification Agreement, filed as Exhibit 10.1 to the Registrants
Form 8-K dated June 18, 2007, and incorporated herein by reference.
10(j)
Underwriting Agreement dated September 15, 2009 by and among Cousins
Properties Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and J.P. Morgan Securities Inc., as representatives of the
several underwriters, filed as Exhibit 1.1 to the Registrants Current Report on Form
8-K filed on September 17, 2009, and incorporated herein by reference.
10(k)
First Amendment dated as of February 19, 2010 to the Amended and
Restated Credit Agreement dated August 29, 2007, among Cousins Properties Incorporated
as the Principal Borrower (and the Co-Borrowers, as defined, and the Guarantors, as
defined); Bank of America, N.A.
,
as Administrative Agent, Swing Line Lender and L/C
Issuer; Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager;
Eurohypo AG, New York Branch, as Syndication Agent; PNC Bank, N. A., Wachovia Bank, N.
A., and Wells Fargo Bank, N. A., as Documentation Agents; Norddeutsche Landesbank
Girozentrale, as Managing Agent; and Aareal Bank AG, Charter One BANK, N.A. and
Regions Bank, as Co-Agents, filed as Exhibit 10.1 to the Registrants Current Report
on Form 8-K filed on February 25, 2010, and incorporated herein by reference.
11
Computation of Per Share Earnings. Data required by SFAS No. 128, Earnings
Per Share, is provided in Note 2 of Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K and incorporated herein by reference.
12
Statement Regarding Computation of Earnings to Combined Fixed Charges and
Preferred Dividends.
21
Subsidiaries of the Registrant.
23
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Table of Contents
32.1
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Indicates a management contract or compensatory plan or arrangement.
Filed herewith.
Table of Contents
68
F-1
Cousins Properties Incorporated
(Registrant)
Dated: February 28, 2011
BY:
/s/ Gregg D. Adzema
Gregg D. Adzema
Executive Vice President and Chief Financial
Officer (Duly Authorized Officer and Principal
Financial Officer)
Signature
Capacity
Date
Chief Executive Officer,
President and Director
(Principal
Executive Officer)
February 28, 2011
Executive Vice President and
Chief Financial Officer
(Principal
Financial Officer)
February 28, 2011
Senior Vice President, Chief Accounting
Officer and Assistant Secretary
(Principal
Accounting Officer)
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Chairman of the Board of Directors
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Director
February 28, 2011
Table of Contents
Cousins Properties Incorporated
Page
F-2
F-3
F-4
F-5
F-6
F-7
Table of Contents
F-2
Cousins Properties Incorporated:
February 28, 2011
Table of Contents
December 31, | ||||||||
2010 | 2009 | |||||||
ASSETS
|
||||||||
PROPERTIES:
|
||||||||
Operating properties, net of
accumulated depreciation of $274,925
and $233,091 in 2010 and 2009,
respectively
|
$ | 898,119 | $ | 1,006,760 | ||||
Land held for investment or future
development
|
123,879 | 137,233 | ||||||
Residential lots
|
63,403 | 62,825 | ||||||
Multi-family units held for sale
|
2,994 | 28,504 | ||||||
|
||||||||
Total properties
|
1,088,395 | 1,235,322 | ||||||
|
||||||||
CASH AND CASH EQUIVALENTS
|
7,599 | 9,464 | ||||||
RESTRICTED CASH
|
15,521 | 3,585 | ||||||
NOTES AND OTHER RECEIVABLES,
net of allowance
for
doubtful accounts of $6,287 and $5,734 in
2010 and 2009, respectively
|
48,395 | 49,678 | ||||||
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
|
167,108 | 146,150 | ||||||
OTHER ASSETS
|
44,264 | 47,353 | ||||||
|
||||||||
|
||||||||
TOTAL ASSETS
|
$ | 1,371,282 | $ | 1,491,552 | ||||
|
||||||||
|
||||||||
LIABILITIES AND EQUITY
|
||||||||
NOTES PAYABLE
|
$ | 509,509 | $ | 590,208 | ||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
32,388 | 56,577 | ||||||
DEFERRED GAIN
|
4,216 | 4,452 | ||||||
DEPOSITS AND DEFERRED INCOME
|
18,029 | 7,465 | ||||||
|
||||||||
TOTAL LIABILITIES
|
564,142 | 658,702 | ||||||
|
||||||||
COMMITMENTS AND CONTINGENT LIABILITIES
|
||||||||
|
||||||||
REDEEMABLE NONCONTROLLING INTERESTS
|
14,289 | 12,591 | ||||||
|
||||||||
STOCKHOLDERS INVESTMENT:
|
||||||||
Preferred stock, 20,000,000 shares
authorized, $1 par value:
|
||||||||
7.75% Series A cumulative
redeemable preferred stock, $25
liquidation
preference; 2,993,090 shares
issued and outstanding in 2010
and 2009
|
74,827 | 74,827 | ||||||
7.50% Series B cumulative
redeemable preferred stock, $25
liquidation
preference; 3,791,000 shares
issued and outstanding in 2010
and 2009
|
94,775 | 94,775 | ||||||
Common stock, $1 par value,
250,000,000 shares authorized,
106,961,959 and
103,352,382 shares issued in 2010
and 2009, respectively
|
106,962 | 103,352 | ||||||
Additional paid-in capital
|
684,551 | 662,216 | ||||||
Treasury stock at cost, 3,570,082
shares in 2010 and 2009
|
(86,840 | ) | (86,840 | ) | ||||
Accumulated other comprehensive loss
on derivative instruments
|
| (9,517 | ) | |||||
Distributions in excess of cumulative
net income
|
(114,196 | ) | (51,402 | ) | ||||
|
||||||||
TOTAL STOCKHOLDERS INVESTMENT
|
760,079 | 787,411 | ||||||
Nonredeemable noncontrolling interests
|
32,772 | 32,848 | ||||||
|
||||||||
TOTAL EQUITY
|
792,851 | 820,259 | ||||||
|
||||||||
|
||||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 1,371,282 | $ | 1,491,552 | ||||
|
F-3
F-4
Accumulated | Cumulative | |||||||||||||||||||||||||||||||||||
Other | Undistributed | |||||||||||||||||||||||||||||||||||
Comprehensive | Net Income | |||||||||||||||||||||||||||||||||||
Additional | Income (Loss) | (Distributions in | Nonredeemable | |||||||||||||||||||||||||||||||||
Preferred | Common | Paid-In | Treasury | on Derivative | Excess of | Stockholders | Noncontrolling | |||||||||||||||||||||||||||||
Stock | Stock | Capital | Stock | Instruments | Net Income) | Investment | Interests | Total Equity | ||||||||||||||||||||||||||||
Balance December 31, 2007
|
$ | 200,000 | $ | 54,851 | $ | 348,508 | $ | (86,840 | ) | $ | (4,302 | ) | $ | 42,604 | $ | 554,821 | $ | 38,419 | $ | 593,240 | ||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net income
|
| | | | | 22,547 | 22,547 | 2,731 | 25,278 | |||||||||||||||||||||||||||
Other comprehensive loss
|
| | | | (12,299 | ) | | (12,299 | ) | | (12,299 | ) | ||||||||||||||||||||||||
Total comprehensive income (loss)
|
| | | | (12,299 | ) | 22,547 | 10,248 | 2,731 | 12,979 | ||||||||||||||||||||||||||
Repurchase of preferred stock
|
(30,398 | ) | | 14,557 | | | | (15,841 | ) | | (15,841 | ) | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Common stock issued pursuant to:
|
||||||||||||||||||||||||||||||||||||
Exercise of options and grants under
director stock plan
|
| 105 | 1,771 | | | | 1,876 | | 1,876 | |||||||||||||||||||||||||||
Restricted stock grants, net of amounts
withheld for income taxes
|
| (16 | ) | (257 | ) | | | | (273 | ) | | (273 | ) | |||||||||||||||||||||||
Amortization of stock options and
restricted stock, net of forfeitures
|
| (18 | ) | 4,296 | | | | 4,278 | | 4,278 | ||||||||||||||||||||||||||
Income tax deficiency from stock based
compensation
|
| | (46 | ) | | | | (46 | ) | | (46 | ) | ||||||||||||||||||||||||
Distributions to noncontrolling interests
|
| | | | | | | (3,767 | ) | (3,767 | ) | |||||||||||||||||||||||||
Change in fair value of redeemable
noncontrolling interests
|
| | | | | (3,282 | ) | (3,282 | ) | 156 | (3,126 | ) | ||||||||||||||||||||||||
Cash preferred dividends paid
|
| | | | | (15,250 | ) | (15,250 | ) | | (15,250 | ) | ||||||||||||||||||||||||
Cash common dividends paid
|
| | | | | (69,808 | ) | (69,808 | ) | | (69,808 | ) | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance December 31, 2008
|
169,602 | 54,922 | 368,829 | (86,840 | ) | (16,601 | ) | (23,189 | ) | 466,723 | 37,539 | 504,262 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net income
|
| | | | | 27,295 | 27,295 | 2,426 | 29,721 | |||||||||||||||||||||||||||
Other comprehensive income
|
| | | | 7,084 | | 7,084 | | 7,084 | |||||||||||||||||||||||||||
Total comprehensive income
|
| | | | 7,084 | 27,295 | 34,379 | 2,426 | 36,805 | |||||||||||||||||||||||||||
Common stock issued pursuant to:
|
||||||||||||||||||||||||||||||||||||
Common stock offering, net of issuance
|
| 46,000 | 272,406 | | | | 318,406 | | 318,406 | |||||||||||||||||||||||||||
Stock dividend, net of issuance costs
|
| 2,420 | 17,291 | | | (19,711 | ) | | | | ||||||||||||||||||||||||||
Grants under director stock plan
|
| 29 | 236 | | | | 265 | | 265 | |||||||||||||||||||||||||||
Amortization of stock options and
restricted stock, net of forfeitures
|
| (19 | ) | 3,497 | | | | 3,478 | | 3,478 | ||||||||||||||||||||||||||
Income tax deficiency from stock based
compensation
|
| | (43 | ) | | | | (43 | ) | | (43 | ) | ||||||||||||||||||||||||
Distributions to noncontrolling interests
|
| | | | | | | (7,117 | ) | (7,117 | ) | |||||||||||||||||||||||||
Change in fair value of redeemable
noncontrolling interests
|
| | | | | (180 | ) | (180 | ) | | (180 | ) | ||||||||||||||||||||||||
Cash preferred dividends paid
|
| | | | | (12,907 | ) | (12,907 | ) | | (12,907 | ) | ||||||||||||||||||||||||
Cash common dividends paid
|
| | | | | (22,710 | ) | (22,710 | ) | | (22,710 | ) | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance December 31, 2009
|
169,602 | 103,352 | 662,216 | (86,840 | ) | (9,517 | ) | (51,402 | ) | 787,411 | 32,848 | 820,259 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Net income (loss)
|
| | | | | (14,573 | ) | (14,573 | ) | 2,364 | (12,209 | ) | ||||||||||||||||||||||||
Other comprehensive income
|
| | | | 9,517 | | 9,517 | | 9,517 | |||||||||||||||||||||||||||
Total comprehensive income (loss)
|
| | | | 9,517 | (14,573 | ) | (5,056 | ) | 2,364 | (2,692 | ) | ||||||||||||||||||||||||
Common stock issued pursuant to:
|
||||||||||||||||||||||||||||||||||||
Stock dividend, net of issuance costs
|
| 3,353 | 20,834 | | | (24,282 | ) | (95 | ) | | (95 | ) | ||||||||||||||||||||||||
Grants under director stock plan
|
| 35 | 215 | | | | 250 | | 250 | |||||||||||||||||||||||||||
Restricted stock grants, net of amounts
withheld for income taxes
|
| 256 | (330 | ) | | | | (74 | ) | | (74 | ) | ||||||||||||||||||||||||
Amortization of stock options and
restricted stock, net of forfeitures
|
| (34 | ) | 2,382 | | | | 2,348 | | 2,348 | ||||||||||||||||||||||||||
Distributions to noncontrolling interests
|
| | | | | | | (2,440 | ) | (2,440 | ) | |||||||||||||||||||||||||
Change in fair value of redeemable
noncontrolling interests
|
| | (766 | ) | | | 1,144 | 378 | | 378 | ||||||||||||||||||||||||||
Cash preferred dividends paid
|
| | | | | (12,907 | ) | (12,907 | ) | | (12,907 | ) | ||||||||||||||||||||||||
Cash common dividends paid
|
| | | | | (12,176 | ) | (12,176 | ) | | (12,176 | ) | ||||||||||||||||||||||||
Balance December 31, 2010
|
$ | 169,602 | $ | 106,962 | $ | 684,551 | $ | (86,840 | ) | $ | | $ | (114,196 | ) | $ | 760,079 | $ | 32,772 | $ | 792,851 | ||||||||||||||||
F-5
F-6
F-7
F-8
F-9
2010 | 2009 | 2008 | ||||||||||
Expensed
|
$ | 4,395 | $ | 5,705 | $ | 4,168 | ||||||
Amounts capitalized
|
(282 | ) | (451 | ) | (851 | ) | ||||||
|
||||||||||||
|
$ | 4,113 | $ | 5,254 | $ | 3,317 | ||||||
|
F-10
2008 | ||||||||
Basic | Diluted | |||||||
Weighted average shares, as originally reported
|
51,202 | 51,621 | ||||||
Less dilutive effect of restricted shares
|
| (22 | ) | |||||
Weighted average unvested restricted shares
|
129 | 129 | ||||||
|
||||||||
Weighted average shares, as adjusted
|
51,331 | 51,728 | ||||||
|
2010 | 2009 | 2008 | ||||||||||
Weighted-average shares-basic
|
101,440 | 65,495 | 51,331 | |||||||||
Dilutive potential common shares:
|
||||||||||||
Stock options
|
| | 397 | |||||||||
|
||||||||||||
Weighted-average shares-diluted
|
101,440 | 65,495 | 51,728 | |||||||||
|
||||||||||||
Anti-dilutive options
at period end not included
|
6,460 | 6,944 | 3,987 | |||||||||
|
F-11
Term/ | ||||||||||||||||||
Amortization | ||||||||||||||||||
Description | Interest Rate | Period (Years) | Maturity | 2010 | 2009 | |||||||||||||
Credit Facility, unsecured (see note)
|
LIBOR + 1.75% to 2.25% | 4/N/A | 8/29/11 | $ | 105,400 | $ | 40,000 | |||||||||||
Term Facility, unsecured (see note)
|
See note | 5/N/A | 8/29/12 | | 100,000 | |||||||||||||
Terminus 100 mortgage note (see note)
|
5.25% | 12/30 | 1/1/23 | 140,000 | 180,000 | |||||||||||||
The American Cancer Society Center mortgage
note (interest only until October 1, 2011)
|
6.45% | 10/30 | 9/1/17 | 136,000 | 136,000 | |||||||||||||
333/555 North Point Center East mortgage note
|
7.00% | 10/25 | 11/1/11 | 26,412 | 27,287 | |||||||||||||
100/200 North Point Center East mortgage note
(interest only until July 1, 2010)
|
5.39% | 5/30 | 6/1/12 | 24,830 | 25,000 | |||||||||||||
Previous Meridian Mark Plaza mortgage note (see note)
|
8.27% | 10/28 | 9/1/10 | | 22,279 | |||||||||||||
Meridian Mark Plaza mortgage note (see note)
|
6.00% | 10/30 | 8/1/20 | 26,892 | | |||||||||||||
Lakeshore Park Plaza mortgage note
|
5.89% | 4/25 | 8/1/12 | 17,544 | 17,903 | |||||||||||||
The Points at Waterview mortgage note
|
5.66% | 10/25 | 1/1/16 | 16,592 | 17,024 | |||||||||||||
600 University Park Place mortgage note
|
7.38% | 10/30 | 8/10/11 | 12,292 | 12,536 | |||||||||||||
Handy Road Associates, LLC (see note)
|
Prime + 1%, but not < 6% | 5/N/A | 3/30/11 | 3,374 | 3,340 | |||||||||||||
Glenmore Garden Villas, LLC (see note)
|
LIBOR + 2.25% | 3/N/A | 10/3/10 | | 8,674 | |||||||||||||
Other
|
4.13% | 2/N/A | 11/18/13 | 173 | 165 | |||||||||||||
|
||||||||||||||||||
|
$ | 509,509 | $ | 590,208 | ||||||||||||||
|
F-12
Credit and Term Facilities | Credit Facility | Term Facility Applicable | ||||||||||
Applicable Spread - As | Applicable Spread - | Spread - Before | ||||||||||
Leverage Ratio | Amended | Before Amendment | Amendment | |||||||||
<
35%
|
1.75 | % | 0.75 | % | 0.70 | % | ||||||
>35%
but
<
45%
|
2.00 | % | 0.85 | % | 0.80 | % | ||||||
>45%
but
<
50%
|
2.25 | % | 0.95 | % | 0.90 | % | ||||||
>50%
but
<
55%
|
2.25 | % | 1.10 | % | 1.05 | % | ||||||
>55%
|
N/A | 1.25 | % | 1.20 | % |
F-13
Floating Rate, | ||||||||||||
LIBOR-based | ||||||||||||
Term Facility | Borrowings | Total | ||||||||||
Balance, December 31, 2008
|
$ | 11,869 | $ | 4,732 | $ | 16,601 | ||||||
Termination of swaps
|
| (2,766 | ) | (2,766 | ) | |||||||
Change in fair value
|
(3,207 | ) | (1,111 | ) | (4,318 | ) | ||||||
|
||||||||||||
|
||||||||||||
Balance, December 31, 2009
|
8,662 | 855 | 9,517 | |||||||||
Termination of swap
|
(9,235 | ) | | (9,235 | ) | |||||||
Change in fair value
|
573 | (855 | ) | (282 | ) | |||||||
|
||||||||||||
Balance, December 31, 2010
|
$ | | $ | | $ | | ||||||
|
2011
|
$ | 45,762 | ||
2012
|
151,362 | |||
2013
|
4,777 | |||
2014
|
4,877 | |||
2015
|
5,168 | |||
Thereafter
|
297,563 | |||
|
||||
|
$ | 509,509 | ||
|
F-14
2010 | 2009 | 2008 | ||||||||||
Interest expensed
|
$ | 37,180 | $ | 39,888 | $ | 28,257 | ||||||
Interest expensed discontinued operations
|
| 1,505 | 4,894 | |||||||||
Interest capitalized
|
| 3,736 | 14,894 | |||||||||
Total interest incurred
|
$ | 37,180 | $ | 45,129 | $ | 48,045 | ||||||
2011
|
$ | 679 | ||
2012
|
626 | |||
2013
|
370 | |||
2014
|
294 | |||
2015
|
191 | |||
Thereafter
|
14,520 | |||
|
||||
|
$ | 16,680 | ||
|
Total Assets | Total Debt | Total Equity | Companys Investment | |||||||||||||||||||||||||||||
SUMMARY OF FINANCIAL POSITION: | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||||||||
CP Venture IV LLC entities
|
$ | 313,603 | $ | 324,402 | $ | 36,620 | $ | 35,451 | $ | 267,085 | $ | 277,063 | $ | 15,364 | $ | 15,933 | ||||||||||||||||
Charlotte Gateway Village, LLC
|
154,200 | 160,266 | 97,030 | 110,101 | 54,834 | 48,214 | 10,366 | 10,401 | ||||||||||||||||||||||||
CF Murfreesboro Associates
|
129,738 | 139,782 | 103,378 | 113,476 | 24,263 | 23,231 | 14,246 | 13,817 | ||||||||||||||||||||||||
Palisades West LLC
|
129,378 | 125,537 | | | 80,767 | 74,237 | 42,256 | 39,104 | ||||||||||||||||||||||||
CP Venture LLC entities
|
106,066 | 101,209 | | | 104,067 | 99,133 | 3,779 | 3,270 | ||||||||||||||||||||||||
CL Realty, L.L.C.
|
86,657 | 114,598 | 2,663 | 3,568 | 82,534 | 109,184 | 39,928 | 49,825 | ||||||||||||||||||||||||
MSREF/Terminus 200 LLC
|
65,164 | | 46,169 | | 13,956 | | 2,791 | | ||||||||||||||||||||||||
Terminus 200 LLC
|
| 27,537 | | 76,762 | | (47,921 | ) | | | |||||||||||||||||||||||
Temco Associates, LLC
|
60,608 | 60,752 | 2,929 | 3,061 | 57,475 | 57,484 | 22,713 | 22,716 | ||||||||||||||||||||||||
Crawford Long CPI, LLC
|
34,408 | 35,277 | 48,701 | 49,710 | (15,341 | ) | (15,280 | ) | (6,431 | ) | (6,396 | ) | ||||||||||||||||||||
Wildwood Associates
|
21,220 | 21,263 | | | 21,216 | 21,205 | (1,642 | ) | (1,647 | ) | ||||||||||||||||||||||
Ten Peachtree Place Associates
|
20,980 | 22,971 | 26,782 | 27,341 | (6,263 | ) | (4,846 | ) | (4,581 | ) | (3,887 | ) | ||||||||||||||||||||
Cousins Watkins LLC
|
57,184 | | 28,850 | | 28,334 | | 14,850 | | ||||||||||||||||||||||||
TRG Columbus Development Venture, Ltd.
|
3,574 | 6,802 | | | 2,115 | 2,464 | 58 | 383 | ||||||||||||||||||||||||
Pine Mountain Builders, LLC
|
1,559 | 6,807 | 896 | 1,834 | 403 | 3,119 | 757 | 2,631 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
$ | 1,184,339 | $ | 1,147,203 | $ | 394,018 | $ | 421,304 | $ | 715,445 | $ | 647,287 | $ | 154,454 | $ | 146,150 | ||||||||||||||||
|
F-15
Total Revenues | Net Income (Loss) | Companys Share of Net Income (Loss) | ||||||||||||||||||||||||||||||||||
SUMMARY OF OPERATIONS: | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||||
CP Venture IV LLC entities
|
$ | 31,343 | $ | 32,698 | $ | 36,188 | $ | 3,955 | $ | 4,555 | $ | 4,808 | $ | 1,034 | $ | 1,142 | $ | 1,051 | ||||||||||||||||||
Charlotte Gateway Village, LLC
|
31,812 | 31,276 | 31,292 | 7,829 | 6,997 | 6,286 | 1,176 | 1,176 | 1,176 | |||||||||||||||||||||||||||
CF Murfreesboro Associates
|
13,785 | 12,205 | 9,970 | 1,032 | 1,474 | 389 | 280 | 539 | 36 | |||||||||||||||||||||||||||
Palisades West LLC
|
13,588 | 12,677 | 1,227 | 4,668 | 5,303 | 539 | 2,265 | 2,588 | 257 | |||||||||||||||||||||||||||
CP Venture LLC entities
|
18,394 | 18,038 | 19,882 | 8,899 | 8,552 | 9,156 | 921 | 882 | 955 | |||||||||||||||||||||||||||
CL Realty, L.L.C.
|
28,013 | 2,698 | 8,315 | 227 | (8,500 | ) | 6,780 | 3,543 | (2,552 | ) | 2,882 | |||||||||||||||||||||||||
MSREF/Terminus 200 LLC
|
1,873 | | | (1,967 | ) | | | (393 | ) | | | |||||||||||||||||||||||||
Terminus 200 LLC
|
533 | 654 | 414 | 55 | (82,441 | ) | (12 | ) | | (20,954 | ) | (6 | ) | |||||||||||||||||||||||
Temco Associates, LLC
|
2,180 | 1,420 | 6,426 | 210 | (2,728 | ) | 940 | 104 | (1,357 | ) | 543 | |||||||||||||||||||||||||
Crawford Long CPI, LLC
|
11,415 | 11,324 | 11,309 | 1,939 | 1,784 | 1,626 | 969 | 890 | 807 | |||||||||||||||||||||||||||
Wildwood Associates
|
55 | | 1 | (129 | ) | (133 | ) | (213 | ) | (65 | ) | (67 | ) | (107 | ) | |||||||||||||||||||||
Ten Peachtree Place Associates
|
7,776 | 7,436 | 7,269 | 981 | 718 | 518 | 506 | 375 | 274 | |||||||||||||||||||||||||||
Cousins Watkins LLC
|
| | | (1,072 | ) | | | | | | ||||||||||||||||||||||||||
TRG Columbus Development Venture, Ltd.
|
1,091 | 506 | 57,645 | 783 | 30 | 7,435 | 473 | 115 | 1,892 | |||||||||||||||||||||||||||
Pine Mountain Builders, LLC
|
6,339 | 2,143 | 4,250 | (2,541 | ) | (254 | ) | 336 | (1,316 | ) | (142 | ) | 153 | |||||||||||||||||||||||
Handy Road Associates, LLC
|
| | | | | (237 | ) | | (60 | ) | (120 | ) | ||||||||||||||||||||||||
Glenmore Garden Villas LLC
|
| | | | (311 | ) | (33 | ) | | (175 | ) | (16 | ) | |||||||||||||||||||||||
CPI/FSP I, L.P.
|
| | 4,448 | | | 1,017 | | | (33 | ) | ||||||||||||||||||||||||||
Other
|
| | 20 | | (5 | ) | (160 | ) | (4 | ) | (39 | ) | (23 | ) | ||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
|
$ | 168,197 | $ | 133,075 | $ | 198,656 | $ | 24,869 | $ | (64,959 | ) | $ | 39,175 | $ | 9,493 | $ | (17,639 | ) | $ | 9,721 | ||||||||||||||||
|
F-16
F-17
F-18
2010 | 2009 | 2008 | ||||||||||
Handy Road
|
$ | 1,968 | $ | | $ | | ||||||
60 N. Market/related note receivable
|
586 | 1,600 | | |||||||||
10 Terminus Place
|
| 34,900 | 2,100 | |||||||||
Company airplane
|
| 4,012 | | |||||||||
|
||||||||||||
|
$ | 2,554 | $ | 40,512 | $ | 2,100 | ||||||
|
F-19
2010 | 2009 | 2008 | ||||||||||
CL Realty
|
$ | | $ | 20,300 | $ | | ||||||
Temco
|
| 6,700 | | |||||||||
T200
|
| 17,993 | | |||||||||
Glenmore
|
| 6,065 | | |||||||||
|
||||||||||||
|
$ | | $ | 51,058 | $ | | ||||||
|
2010 | 2009 | 2008 | ||||||||||
CL Realty
|
$ | 2,229 | $ | 2,619 | $ | 325 | ||||||
Pine Mountain Builders
|
1,517 | | | |||||||||
Temco
|
| 631 | | |||||||||
T200
|
| 20,931 | | |||||||||
|
||||||||||||
|
$ | 3,746 | $ | 24,181 | $ | 325 | ||||||
|
F-20
| The risk-free interest rate utilized is the interest rate on U.S. Government Bonds and Notes having the same life as the estimated life of the Companys option awards. | ||
| Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding. | ||
| Expected volatility is based on the historical volatility of the Companys stock over a period relevant to the related stock option grant. | ||
| The assumed dividend yield is based on the Companys expectation of an annual dividend rate for regular dividends over the estimated life of the option. |
2010 | 2009 | 2008 | ||||||||||
Assumptions
|
||||||||||||
Risk-free interest rate
|
2.63 | % | 1.94 | % | 2.62 | % | ||||||
Assumed dividend yield
|
5.50 | % | 6.00 | % | 5.04 | % | ||||||
Assumed lives of option awards (in years)
|
5.40 | 6.07 | 5.76 | |||||||||
Assumed volatility
|
0.642 | 0.474 | 0.268 | |||||||||
Results
|
||||||||||||
Weighted average fair value of options
granted
|
$ | 2.68 | $ | 2.18 | $ | 3.74 |
F-21
Number of | ||||||||
Options | Weighted Average | |||||||
(000s) | Exercise Price Per Option | |||||||
Outstanding, beginning of year
|
6,943 | $ | 21.89 | |||||
Granted
|
352 | $ | 7.09 | |||||
Forfeited/Expired
|
(835 | ) | $ | 20.18 | ||||
|
||||||||
Outstanding, end of year
|
6,460 | $ | 21.30 | |||||
|
||||||||
Options exercisable at end of
year
|
5,794 | $ | 22.56 | |||||
|
Number of | Average | |||||||
Shares | Grant Date | |||||||
(in thousands) | Fair Value | |||||||
Non-vested restricted stock at December 31, 2009
|
17 | $ | 23.53 | |||||
Granted
|
264 | $ | 7.02 | |||||
Vested
|
(26 | ) | $ | 12.48 | ||||
Forfeited
|
(35 | ) | $ | 7.22 | ||||
|
||||||||
Non-vested restricted stock at December 31, 2010
|
220 | $ | 7.60 | |||||
|
F-22
Outstanding at beginning of year
|
228 | |||
Granted
|
21 | |||
Vested
|
(86 | ) | ||
Forfeited
|
(19 | ) | ||
|
||||
Outstanding at end of year
|
144 | |||
|
Outstanding at December 31, 2009
|
172 | |||
Granted, at 100% of target
|
224 | |||
Forfeited at 100% of target
|
(29 | ) | ||
|
||||
Outstanding at December 31, 2010
|
367 | |||
|
F-23
2010 | 2009 | 2008 | ||||||||||
Common and preferred dividends paid
|
$ | 49,365 | $ | 55,328 | $ | 85,058 | ||||||
Dividends treated as taxable compensation
|
(79 | ) | (28 | ) | (182 | ) | ||||||
Portion of dividends declared in current year, and paid in current
year, which was applied to the prior year distribution requirements
|
(1,606 | ) | | | ||||||||
Portion of dividends declared in subsequent year, and paid in subsequent
year, which apply to current year distribution requirements
|
| 1,606 | | |||||||||
|
||||||||||||
Dividends applied to meet current year REIT distribution requirements
|
$ | 47,680 | $ | 56,906 | $ | 84,876 | ||||||
|
F-24
2010 | 2009 | 2008 | ||||||||||
Current tax benefit (provision):
|
||||||||||||
Federal
|
$ | 720 | $ | 4,605 | $ | (332 | ) | |||||
State
|
359 | (49 | ) | (83 | ) | |||||||
|
||||||||||||
|
1,079 | 4,556 | (415 | ) | ||||||||
|
||||||||||||
Deferred tax benefit (provision):
|
||||||||||||
Federal
|
| (7,984 | ) | 8,244 | ||||||||
State
|
| (913 | ) | 941 | ||||||||
|
||||||||||||
|
| (8,897 | ) | 9,185 | ||||||||
|
||||||||||||
Benefit (provision) for income taxes
from operations
|
$ | 1,079 | $ | (4,341 | ) | $ | 8,770 | |||||
|
2010 | 2009 | 2008 | ||||||||||||||||||||||
Amount | Rate | Amount | Rate | Amount | Rate | |||||||||||||||||||
Federal income tax benefit (provision)
|
$ | 1,832 | 35 | % | $ | 39,175 | 35 | % | $ | 7,821 | 34 | % | ||||||||||||
State income tax benefit, net of federal
income tax effect
|
141 | 3 | % | 3,625 | 4 | % | 431 | 2 | % | |||||||||||||||
Valuation allowance
|
(894 | ) | (17 | )% | (47,141 | ) | (43 | )% | | | ||||||||||||||
Other
|
| | | | 518 | 2 | % | |||||||||||||||||
|
||||||||||||||||||||||||
Benefit (provision) applicable to
income (loss) from continuing operations
|
$ | 1,079 | 21 | % | $ | (4,341 | ) | (4 | )% | $ | 8,770 | 38 | % | |||||||||||
|
2010 | 2009 | |||||||
Income from unconsolidated joint ventures
|
$ | 5,519 | $ | 6,774 | ||||
Depreciation and amortization
|
| 293 | ||||||
Long-term incentive equity awards
|
1,281 | 851 | ||||||
Charitable contributions
|
151 | 774 | ||||||
For-sale
multi-family units basis differential
|
2,519 | 12,019 | ||||||
Interest carryforward
|
13,158 | 13,158 | ||||||
Federal and state tax carryforwards
|
25,464 | 13,149 | ||||||
Other
|
24 | 123 | ||||||
|
||||||||
Total deferred tax assets
|
48,116 | 47,141 | ||||||
|
||||||||
Depreciation and amortization
|
(180 | ) | | |||||
|
||||||||
Total deferred tax liabilities
|
(180 | ) | | |||||
|
||||||||
Valuation allowance
|
(47,936 | ) | (47,141 | ) | ||||
|
||||||||
Net deferred tax asset
|
$ | | $ | | ||||
|
F-25
2010 | 2009 | 2008 | ||||||||||
Rental property revenues
|
$ | 4,856 | $ | 10,283 | $ | 10,537 | ||||||
Other income
|
35 | 53 | 31 | |||||||||
Rental property operating expenses
|
(1,292 | ) | (3,185 | ) | (2,774 | ) | ||||||
Depreciation and amortization
|
(845 | ) | (2,483 | ) | (3,140 | ) | ||||||
Interest expense
|
| (1,505 | ) | (4,894 | ) | |||||||
|
||||||||||||
Income (loss) from discontinued operations
|
$ | 2,754 | $ | 3,163 | $ | (240 | ) | |||||
|
||||||||||||
Gain on extinguishment of debt
|
$ | | $ | 12,498 | $ | | ||||||
|
F-26
2010 | 2009 | 2008 | ||||||||||
San Jose MarketCenter
|
$ | 6,572 | $ | | $ | | ||||||
8995 Westside Parkway
|
654 | | | |||||||||
3100 Windy Hill Road
|
| 147 | 2,436 | |||||||||
North Point Ground Leases
|
| | 36 | |||||||||
|
||||||||||||
|
$ | 7,226 | $ | 147 | $ | 2,472 | ||||||
|
2010 | 2009 | |||||||
Notes receivable, net of allowance for doubtful
accounts of $3,671 and $1,469 in 2010 and 2009, respectively
|
$ | 3,797 | $ | 5,649 | ||||
Cumulative rental revenue recognized on a straight-
line basis in excess of revenue accrued in
accordance with lease terms (see Note 2)
|
34,231 | 30,779 | ||||||
Tenant and other receivables, net of allowance for doubtful
accounts
of $2,616 and $4,265 in 2010 and 2009, respectively
|
10,367 | 13,250 | ||||||
|
||||||||
|
$ | 48,395 | $ | 49,678 | ||||
|
F-27
2010 | 2009 | |||||||
Investment in Verde
|
$ | 9,376 | $ | 9,376 | ||||
FF&E and leasehold improvements, net of accumulated depreciation of $16,117 and $14,195 in 2010 and 2009, respectively
|
4,673 | 5,306 | ||||||
Predevelopment costs and earnest money
|
7,039 | 7,673 | ||||||
Lease inducements, net of accumulated amortization
of $2,991 and $1,860 in 2010 and 2009, respectively
|
11,899 | 12,545 | ||||||
Loan closing costs, net of accumulated amortization
of $3,109 and $4,177 in 2010 and 2009, respectively
|
2,703 | 3,385 | ||||||
Prepaid expenses and other assets
|
2,296 | 2,631 | ||||||
Intangible Assets:
|
||||||||
Goodwill
|
5,430 | 5,450 | ||||||
Above market leases, net of accumulated amortization
of $8,741 and $8,704 in 2010 and 2009, respectively
|
526 | 564 | ||||||
In-place leases, net of accumulated amortization
of $2,492 and $2,391 in 2010 and 2009, respectively
|
322 | 423 | ||||||
|
||||||||
|
$ | 44,264 | $ | 47,353 | ||||
|
2010 | ||||
Beginning Balance
|
$ | 5,450 | ||
Allocated to property sale
|
(20 | ) | ||
|
||||
Ending Balance
|
$ | 5,430 | ||
|
F-28
2010 | 2009 | 2008 | ||||||||||
Interest paid, net of amounts capitalized
|
$ | 35,616 | $ | 40,219 | $ | 31,094 | ||||||
Income taxes refunded, net of payments
|
(3,308 | ) | (891 | ) | (8,072 | ) | ||||||
|
||||||||||||
Non-Cash Transactions:
|
||||||||||||
Issuance of common stock for payment of common dividends
|
24,282 | 19,711 | | |||||||||
Land collateral received from note receivable default
|
5,030 | | | |||||||||
Adjustments to property expenditures for amounts included in accounts payable
|
1,976 | 5,093 | 2,851 | |||||||||
Transfer from land held for investment or future development to operating properties
|
1,410 | | | |||||||||
Increase in notes receivable for lease termination and land and lot sales
|
3,312 | | 5,172 | |||||||||
Change in fair value of redeemable noncontrolling interests
|
378 | 180 | 3,545 | |||||||||
Transfer from notes receivable to multi-family residential units
|
| 8,167 | | |||||||||
Transfer from notes payable and accrued liabilities to redeemable noncontrolling interests
|
| 8,767 | | |||||||||
Transfer from other assets to land
|
| 2,440 | 6,419 | |||||||||
Increase in notes payable upon consolidation of entities
|
| 11,918 | | |||||||||
Issuance of note payable for purchase of townhomes
|
| 3,150 | | |||||||||
Transfer from investment in joint venture to land upon consolidation of entities
|
| 9,116 | 1,570 |
2010 | 2009 | |||||||
Beginning Balance
|
$ | 12,591 | $ | 3,945 | ||||
Net income (loss) attributable to redeemable noncontrolling interests
|
176 | (174 | ) | |||||
Distributions to noncontrolling interests
|
(337 | ) | (159 | ) | ||||
Contributions from noncontrolling interests
|
2,237 | 32 | ||||||
Conversion of note payable and accrued interest to noncontrolling interest
|
| 8,767 | ||||||
Change in fair value of noncontrolling interests
|
(378 | ) | 180 | |||||
|
||||||||
Ending Balance
|
$ | 14,289 | $ | 12,591 | ||||
|
F-29
2010 | 2009 | 2008 | ||||||||||
Net income attributable to nonredeemable noncontrolling interests
|
2,364 | 2,426 | 2,731 | |||||||||
Net income (loss) attributable to redeemable noncontrolling interests
|
176 | (174 | ) | (353 | ) | |||||||
|
||||||||||||
Net income attributable to noncontrolling interests
|
$ | 2,540 | $ | 2,252 | $ | 2,378 | ||||||
|
Office | Retail | Industrial | Total | |||||||||||||
2011
|
$ | 73,715 | $ | 22,751 | $ | 3,780 | $ | 100,246 | ||||||||
2012
|
73,884 | 23,082 | 5,534 | 102,500 | ||||||||||||
2013
|
70,080 | 23,354 | 5,932 | 99,366 | ||||||||||||
2014
|
66,009 | 22,591 | 6,076 | 94,676 | ||||||||||||
2015
|
59,277 | 21,977 | 4,603 | 85,857 | ||||||||||||
Thereafter
|
272,581 | 56,792 | 29,843 | 359,216 | ||||||||||||
|
$ | 615,546 | $ | 170,547 | $ | 55,768 | $ | 841,861 | ||||||||
F-30
| fee income, salary reimbursements and expenses for joint venture properties, other than ventures within the Land segment, that the Company manages, develops and/or leases; | ||
| compensation for corporate employees, other than those in the Third-Party Management segment; | ||
| general corporate overhead costs, interest expense for consolidated entities (as financing decisions are made at the corporate level, with the exception of joint venture interest expense, which is included in joint venture results in the respective segment); | ||
| income attributable to noncontrolling interests; | ||
| income taxes; | ||
| depreciation; | ||
| preferred dividends; and | ||
| operations of the Industrial properties, which are not material for separate presentation. |
F-31
Third Party | ||||||||||||||||||||||||||||
Year Ended December 31, 2010 | Office | Retail | Land | Management | Multi-Family | Other | Total | |||||||||||||||||||||
Net rental property revenues less rental property operating expenses
|
$ | 60,646 | $ | 23,792 | $ | | $ | | $ | | $ | 3,625 | $ | 88,063 | ||||||||||||||
Fee income, net of reimbursed expenses
|
| | 211 | 9,166 | | 8,739 | 18,116 | |||||||||||||||||||||
Residential lot, multi-family unit, tract and outparcel sales, net of cost
of sales, including gain on sale of undepreciated investment properties
|
| 4,661 | 1,076 | | 7,425 | 1,204 | 14,366 | |||||||||||||||||||||
Other income
|
436 | 114 | | | | 714 | 1,264 | |||||||||||||||||||||
General and administrative expenses
|
| | | (7,506 | ) | | (29,688 | ) | (37,194 | ) | ||||||||||||||||||
Interest expense
|
| | | | | (37,180 | ) | (37,180 | ) | |||||||||||||||||||
Impairment loss
|
| | (1,968 | ) | | (586 | ) | | (2,554 | ) | ||||||||||||||||||
Depreciation and amortization of non-real estate assets
|
| | | | | (1,889 | ) | (1,889 | ) | |||||||||||||||||||
Other expenses
|
| | | (466 | ) | | (4,704 | ) | (5,170 | ) | ||||||||||||||||||
Loss on extinguishment of debt and interest rate swaps
|
| | | | | (9,827 | ) | (9,827 | ) | |||||||||||||||||||
Funds from operations from unconsolidated joint ventures
|
9,863 | 6,443 | 2,375 | | 473 | | 19,154 | |||||||||||||||||||||
Income attributable to noncontrolling interests
|
| | | | | (2,540 | ) | (2,540 | ) | |||||||||||||||||||
Benefit for income taxes from operations
|
| | | | | 1,079 | 1,079 | |||||||||||||||||||||
Preferred stock dividends
|
| | | | | (12,907 | ) | (12,907 | ) | |||||||||||||||||||
|
||||||||||||||||||||||||||||
Funds from operations available to common stockholders
|
$ | 70,945 | $ | 35,010 | $ | 1,694 | $ | 1,194 | $ | 7,312 | $ | (83,374 | ) | 32,781 | ||||||||||||||
|
||||||||||||||||||||||||||||
Real estate depreciation and amortization, including Companys
share of joint ventures
|
(67,728 | ) | ||||||||||||||||||||||||||
Gain on sale of depreciated investment properties
|
7,467 | |||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Net loss available to common stockholders
|
$ | (27,480 | ) | |||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total Assets
|
$ | 671,540 | $ | 348,470 | $ | 261,323 | $ | 4,050 | $ | 4,564 | $ | 81,335 | $ | 1,371,282 | ||||||||||||||
Third Party | ||||||||||||||||||||||||||||
Year ended December 31, 2009 | Office | Retail | Land | Management | Multi-Family | Other | Total | |||||||||||||||||||||
Net rental property revenues less rental property operating expenses
|
$ | 57,257 | $ | 24,395 | $ | | $ | | $ | | $ | 1,568 | $ | 83,220 | ||||||||||||||
Fee income, net of reimbursed expenses
|
| | 616 | 11,337 | | 6,347 | 18,300 | |||||||||||||||||||||
Residential lot, multi-family unit, tract and outparcel sales, net of cost
of sales, including gain on sale of undepreciated investment properties
|
276 | 1,841 | 1,466 | | 5,212 | 58 | 8,853 | |||||||||||||||||||||
Other income
|
286 | 1,431 | | | | 1,308 | 3,025 | |||||||||||||||||||||
Loss on extinguishment of debt and interest rate swaps
|
| | | | | 9,732 | 9,732 | |||||||||||||||||||||
General and administrative expenses
|
| | | (7,624 | ) | | (29,581 | ) | (37,205 | ) | ||||||||||||||||||
Interest expense
|
| | | | | (41,393 | ) | (41,393 | ) | |||||||||||||||||||
Impairment loss
|
| | | | (36,500 | ) | (4,012 | ) | (40,512 | ) | ||||||||||||||||||
Depreciation and amortization of non-real estate assets
|
| | | | | (3,382 | ) | (3,382 | ) | |||||||||||||||||||
Other expenses
|
| | | | | (13,143 | ) | (13,143 | ) | |||||||||||||||||||
Funds from operations from unconsolidated joint ventures
|
(11,149 | ) | 6,440 | (4,091 | ) | | (60 | ) | (37 | ) | (8,897 | ) | ||||||||||||||||
Impairment loss on investment in unconsolidated joint ventures
|
(17,993 | ) | | (27,000 | ) | | (6,065 | ) | | (51,058 | ) | |||||||||||||||||
Income attributable to noncontrolling interests
|
| | | | | (2,252 | ) | (2,252 | ) | |||||||||||||||||||
Provision for income taxes from operations
|
| | | | | (4,341 | ) | (4,341 | ) | |||||||||||||||||||
Preferred stock dividends
|
| | | | | (12,907 | ) | (12,907 | ) | |||||||||||||||||||
|
||||||||||||||||||||||||||||
Funds from operations available to common stockholders
|
$ | 28,677 | $ | 34,107 | $ | (29,009 | ) | $ | 3,713 | $ | (37,413 | ) | $ | (92,035 | ) | (91,960 | ) | |||||||||||
|
||||||||||||||||||||||||||||
Real estate depreciation and amortization, including Companys
share of joint ventures
|
(61,205 | ) | ||||||||||||||||||||||||||
Gain on sale of depreciated investment properties, including
Companys share of joint ventures
|
167,553 | |||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Net income available to common stockholders
|
$ | 14,388 | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total Assets
|
$ | 650,958 | $ | 429,099 | $ | 273,026 | $ | 7,291 | $ | 31,206 | $ | 99,972 | $ | 1,491,552 | ||||||||||||||
F-32
Third Party | ||||||||||||||||||||||||||||
Year ended December 31, 2008 | Office | Retail | Land | Management | Multi-Family | Other | Total | |||||||||||||||||||||
Net rental property revenues less rental property operating expenses
|
$ | 65,060 | $ | 23,602 | $ | | $ | | $ | | $ | 1,492 | $ | 90,154 | ||||||||||||||
Fee income, net of reimbursed expenses
|
| | | 9,848 | | 21,535 | 31,383 | |||||||||||||||||||||
Residential lot, multi-family unit, tract and outparcel sales, net of cost
of sales, including gain on sale of undepreciated investment properties
|
620 | 3,976 | 7,113 | | 1,114 | 2,119 | 14,942 | |||||||||||||||||||||
Other income
|
41 | 388 | | | | 3,751 | 4,180 | |||||||||||||||||||||
General and administrative expenses
|
| | | (11,003 | ) | | (31,171 | ) | (42,174 | ) | ||||||||||||||||||
Interest expense
|
| | | | | (33,151 | ) | (33,151 | ) | |||||||||||||||||||
Impairment loss
|
| | | | (2,100 | ) | | (2,100 | ) | |||||||||||||||||||
Depreciation and amortization of non-real estate assets
|
| | | | | (3,743 | ) | (3,743 | ) | |||||||||||||||||||
Other expenses
|
| | | | | (6,049 | ) | (6,049 | ) | |||||||||||||||||||
Funds from operations from unconsolidated joint ventures
|
5,134 | 5,653 | 3,503 | | 1,892 | (45 | ) | 16,137 | ||||||||||||||||||||
Income attributable to noncontrolling interests
|
| | | | | (2,378 | ) | (2,378 | ) | |||||||||||||||||||
Benefit for income taxes from operations
|
| | | | | 8,770 | 8,770 | |||||||||||||||||||||
Preferred stock dividends
|
| | | | | (14,957 | ) | (14,957 | ) | |||||||||||||||||||
|
||||||||||||||||||||||||||||
Funds from operations available to common stockholders
|
$ | 70,855 | $ | 33,619 | $ | 10,616 | $ | (1,155 | ) | $ | 906 | $ | (53,827 | ) | 61,014 | |||||||||||||
|
||||||||||||||||||||||||||||
Real estate depreciation and amortization, including Companys
share of joint ventures
|
(56,084 | ) | ||||||||||||||||||||||||||
Gain on sale of depreciated investment properties
|
2,660 | |||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Net income available to common stockholders
|
$ | 7,590 | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total Assets
|
$ | 675,813 | $ | 455,484 | $ | 300,899 | $ | 5,335 | $ | 78,860 | $ | 177,404 | $ | 1,693,795 | ||||||||||||||
| Rental property operations, including discontinued; | ||
| Reimbursements of third-party and joint venture personnel costs; | ||
| Residential, tract and outparcel sales; | ||
| Multi-family sales; and | ||
| Gains on sales of investment properties. |
F-33
2010 | 2009 | 2008 | ||||||||||
Net rental property revenues less rental property operating expenses
|
$ | 88,063 | $ | 83,220 | $ | 90,154 | ||||||
Plus rental property operating expenses
|
58,973 | 63,382 | 54,501 | |||||||||
Fee income, net of reimbursed expenses
|
18,116 | 18,300 | 31,383 | |||||||||
Reimbursements of third-party and joint venture personnel included in fee income
|
15,304 | 15,506 | 16,279 | |||||||||
Residential lot, multi-family unit, tract, and outparcel sales, net of cost of sales, including
gain on sale of undepreciated investment properties
|
14,366 | 8,853 | 14,942 | |||||||||
Less gain on sale of undepreciated investment properties
|
(1,697 | ) | (1,243 | ) | (10,611 | ) | ||||||
Plus residential lot, multi-family unit, tract, and outparcel cost of sales
|
37,716 | 30,652 | 11,106 | |||||||||
Net rental property revenues less rental property operating expenses from discontinued operations
|
(3,564 | ) | (7,098 | ) | (7,763 | ) | ||||||
Other income
|
1,264 | 3,025 | 4,180 | |||||||||
Other income from discontinued operations
|
(35 | ) | (53 | ) | (31 | ) | ||||||
|
||||||||||||
Total consolidated revenues
|
$ | 228,506 | $ | 214,544 | $ | 204,140 | ||||||
|
||||||||||||
|
F-34
Costs Capitalized Subsequent to | Life on Which | |||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Gross Amount at Which Carried at Close of Period | Depreciation in | |||||||||||||||||||||||||||||||||||||||||||||
Building and | Building and | 2010 Statement | ||||||||||||||||||||||||||||||||||||||||||||||
Improvements less | Improvements less | Date of | of Operations | |||||||||||||||||||||||||||||||||||||||||||||
Land and | Buildings and | Land and | Cost of Sales and | Land and | Cost of Sales, | Accumulated | Construction/ | Date | is Computed | |||||||||||||||||||||||||||||||||||||||
Description/Metropolitan Area | Encumbrances | Improvements | Improvements | Improvements | Other | Improvements | Transfers and Other | Total (a) | Depreciation (a) | Renovation | Acquired | (b) | ||||||||||||||||||||||||||||||||||||
LAND HELD FOR
INVESTMENT OR
FUTURE DEVELOPMENT
|
||||||||||||||||||||||||||||||||||||||||||||||||
North Point
Suburban Atlanta, GA |
$ | | $ | 10,294 | $ | | $ | 28,836 | $ | (32,611 | ) | $ | 39,130 | $ | (32,611 | ) | $ | 6,519 | $ | | | 1970-1985 | | |||||||||||||||||||||||||
Terminus
Atlanta, GA |
| 18,745 | | 14,317 | (20,411 | ) | 33,062 | (20,411 | ) | 12,651 | | | 2005 | | ||||||||||||||||||||||||||||||||||
King Mill Distribution Park
Suburban Atlanta, GA |
| 10,528 | | 6,497 | (6,936 | ) | 17,025 | (6,936 | ) | 10,089 | | | 2005 | | ||||||||||||||||||||||||||||||||||
Jefferson Mill Business Park
Suburban Atlanta, GA |
| 14,223 | | 9,533 | (14,560 | ) | 23,756 | (14,560 | ) | 9,196 | | | 2006 | | ||||||||||||||||||||||||||||||||||
Lakeside Ranch Business Park
Dallas, TX |
| 6,328 | | 3,493 | | 9,821 | | 9,821 | | | 2006 | | ||||||||||||||||||||||||||||||||||||
615 Peachtree Street
Atlanta, GA |
| 10,164 | | 2,328 | | 12,492 | | 12,492 | | | 1996 | | ||||||||||||||||||||||||||||||||||||
Wildwood
Suburban Atlanta, GA |
| 10,214 | | 5,092 | (14,292 | ) | 15,306 | (14,292 | ) | 1,014 | | | 1971-1989 | | ||||||||||||||||||||||||||||||||||
Handy Road Associates, LLC
Suburban Atlanta, GA |
3,374 | 5,342 | | | (1,968 | ) | 5,342 | (1,968 | ) | 3,374 | | | 2009 | | ||||||||||||||||||||||||||||||||||
Round Rock Land
Austin, TX |
| 12,802 | | 4,313 | | 17,115 | | 17,115 | | | 2005 | | ||||||||||||||||||||||||||||||||||||
Land Adjacent to The Avenue Forsyth
Suburban Atlanta, GA |
| 11,240 | | 10,875 | (11,673 | ) | 22,115 | (11,673 | ) | 10,442 | | | 2007 | | ||||||||||||||||||||||||||||||||||
Land Adjacent to The Avenue Webb Gin
Suburban Atlanta, GA |
| 946 | | | | 946 | | 946 | | | 2005 | | ||||||||||||||||||||||||||||||||||||
Lancaster Land
Dallas, TX |
| 3,901 | | 943 | | 4,844 | | 4,844 | | | 2007 | | ||||||||||||||||||||||||||||||||||||
Land Adjacent to The Avenue Carriage Crossing
Suburban Memphis, TN |
| 7,208 | | 2,052 | (7,291 | ) | 9,260 | (7,291 | ) | 1,969 | | | 2004 | | ||||||||||||||||||||||||||||||||||
549 / 555 / 557 Peachtree Street
Atlanta, GA |
| 5,988 | | 6,152 | (3,346 | ) | 12,140 | (3,346 | ) | 8,794 | | | 2004 | | ||||||||||||||||||||||||||||||||||
Research Park V
Austin, TX |
| 4,373 | | 590 | | 4,963 | | 4,963 | | | 1998 | | ||||||||||||||||||||||||||||||||||||
Blalock Lakes
Suburban Atlanta, GA |
| 9,646 | | 4 | | 9,650 | | 9,650 | | | 2008 | | ||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Total Land Held for Investment
or Future Development
|
$ | 3,374 | $ | 141,942 | $ | | $ | 95,025 | $ | (113,088 | ) | $ | 236,967 | $ | (113,088 | ) | $ | 123,879 | $ | | ||||||||||||||||||||||||||||
|
S-1
Costs Capitalized Subsequent to | Life on Which | |||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Gross Amount at Which Carried at Close of Period | Depreciation in | |||||||||||||||||||||||||||||||||||||||||||||
Building and | Building and | 2010 Statement | ||||||||||||||||||||||||||||||||||||||||||||||
Improvements less | Improvements less | Date of | of Operations | |||||||||||||||||||||||||||||||||||||||||||||
Land and | Buildings and | Land and | Cost of Sales and | Land and | Cost of Sales, | Accumulated | Construction/ | Date | is Computed | |||||||||||||||||||||||||||||||||||||||
Description/Metropolitan Area | Encumbrances | Improvements | Improvements | Improvements | Other | Improvements | Transfers and Other | Total (a) | Depreciation (a) | Renovation | Acquired | (b) | ||||||||||||||||||||||||||||||||||||
OPERATING PROPERTIES
|
||||||||||||||||||||||||||||||||||||||||||||||||
Office
|
||||||||||||||||||||||||||||||||||||||||||||||||
The American Cancer Society Center
Atlanta, GA |
$ | 136,000 | $ | 5,226 | $ | 67,370 | $ | | $ | 25,092 | $ | 5,226 | $ | 92,462 | $ | 97,688 | $ | 53,711 | | 1999 | 25 years | |||||||||||||||||||||||||||
Terminus 100
Atlanta, GA |
140,000 | 15,559 | | (2,512 | ) | 156,286 | 13,047 | 156,286 | 169,333 | 28,367 | 2008 | 2005 | 30 years | |||||||||||||||||||||||||||||||||||
Galleria 75
Suburban Atlanta, GA |
| 6,673 | 4,743 | | 627 | 6,673 | 5,370 | 12,043 | 2,102 | | 2004 | 25 years | ||||||||||||||||||||||||||||||||||||
The Points at Waterview
Suburban Dallas, TX |
16,592 | 2,558 | 22,910 | | 5,225 | 2,558 | 28,135 | 30,693 | 14,466 | | 2000 | 25 years | ||||||||||||||||||||||||||||||||||||
Lakeshore Park Plaza
Birmingham, AL |
17,544 | 3,362 | 12,261 | | 5,169 | 3,362 | 17,430 | 20,792 | 8,556 | | 1998 | 30 years | ||||||||||||||||||||||||||||||||||||
600 University Park Place
Birmingham, AL |
12,292 | 1,899 | | | 17,080 | 1,899 | 17,080 | 18,979 | 6,804 | 1998 | 1998 | 30 years | ||||||||||||||||||||||||||||||||||||
333 North Point Center East
Suburban Atlanta, GA |
26,412 | (c) | 551 | | | 13,698 | 551 | 13,698 | 14,249 | 7,354 | 1996 | 1996 | 30 years | |||||||||||||||||||||||||||||||||||
555 North Point Center East
Suburban Atlanta, GA |
| (c) | 368 | | | 17,823 | 368 | 17,823 | 18,191 | 8,360 | 1998 | 1998 | 30 years | |||||||||||||||||||||||||||||||||||
One Georgia Center
Atlanta, GA |
| 9,267 | 27,079 | | 23,620 | 9,267 | 50,699 | 59,966 | 15,925 | | 2000 | 30 years | ||||||||||||||||||||||||||||||||||||
100 North Point Center East
Suburban Atlanta, GA |
24,830 | (d) | 1,475 | 9,625 | | 1,907 | 1,475 | 11,532 | 13,007 | 5,319 | | 2003 | 25 years | |||||||||||||||||||||||||||||||||||
200 North Point Center East
Suburban Atlanta, GA |
| (d) | 1,726 | 7,920 | | 2,479 | 1,726 | 10,399 | 12,125 | 4,324 | | 2003 | 25 years | |||||||||||||||||||||||||||||||||||
Cosmopolitan Center (e)
Atlanta, GA |
| 9,465 | 2,581 | (1,512 | ) | 338 | 7,953 | 2,919 | 10,872 | 1,186 | | 2006 | 24 years | |||||||||||||||||||||||||||||||||||
191 Peachtree Tower (e)
Atlanta, GA |
| 5,355 | 141,012 | | 69,743 | 5,355 | 210,755 | 216,110 | 34,730 | | 2006 | 40 years | ||||||||||||||||||||||||||||||||||||
221 Peachtree Center Avenue Parking Garage
Atlanta, GA |
| 4,217 | 13,337 | | 111 | 4,217 | 13,448 | 17,665 | 1,286 | | 2007 | 39 years | ||||||||||||||||||||||||||||||||||||
Meridian Mark Plaza
Atlanta, GA |
26,892 | 2,219 | | | 25,509 | 2,219 | 25,509 | 27,728 | 12,652 | 1997 | 1997 | 30 years | ||||||||||||||||||||||||||||||||||||
Inhibitex
Suburban Atlanta, GA |
| 675 | | | 5,727 | 675 | 5,727 | 6,402 | 1,896 | 2004 | 2004 | 30 years | ||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Total Office
|
$ | 400,562 | $ | 70,595 | $ | 308,838 | $ | (4,024 | ) | $ | 370,434 | $ | 66,571 | $ | 679,272 | $ | 745,843 | $ | 207,038 | |||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
S-2
Costs Capitalized Subsequent to | Life on Which | |||||||||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Acquisition | Gross Amount at Which Carried at Close of Period | Depreciation in | |||||||||||||||||||||||||||||||||||||||||||||
Building and | Building and | 2010 Statement | ||||||||||||||||||||||||||||||||||||||||||||||
Improvements less | Improvements less | Date of | of Operations | |||||||||||||||||||||||||||||||||||||||||||||
Land and | Buildings and | Land and | Cost of Sales and | Land and | Cost of Sales, | Accumulated | Construction/ | Date | is Computed | |||||||||||||||||||||||||||||||||||||||
Description/Metropolitan Area | Encumbrances | Improvements | Improvements | Improvements | Other | Improvements | Transfers and Other | Total (a) | Depreciation (a) | Renovation | Acquired | (b) | ||||||||||||||||||||||||||||||||||||
Retail
|
||||||||||||||||||||||||||||||||||||||||||||||||
The Avenue Carriage Crossing
Suburban Memphis, TN |
$ | | $ | 11,470 | $ | | $ | (1,675 | ) | $ | 83,045 | $ | 9,795 | $ | 83,045 | $ | 92,840 | $ | 24,984 | 2004 | 2004 | 30 years | ||||||||||||||||||||||||||
The Avenue Forsyth
Suburban Atlanta, GA |
| 22,848 | | 3,879 | 94,551 | 26,727 | 94,551 | 121,278 | 13,384 | 2009 | 2007 | 30 years | ||||||||||||||||||||||||||||||||||||
Tiffany Springs MarketCenter
Kansas City, MO |
| 8,174 | | 3,474 | 46,922 | 11,648 | 46,922 | 58,570 | 4,141 | 2009 | 2007 | 30 years | ||||||||||||||||||||||||||||||||||||
The Avenue Webb Gin
Suburban Atlanta, GA |
| 11,583 | | (2,997 | ) | 67,031 | 8,586 | 67,031 | 75,617 | 16,077 | 2005 | 2005 | 30 years | |||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Total Retail
|
$ | | $ | 54,075 | $ | | $ | 2,681 | $ | 291,549 | $ | 56,756 | $ | 291,549 | $ | 348,305 | $ | 58,586 | ||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
56,756 | |||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Industrial
|
||||||||||||||||||||||||||||||||||||||||||||||||
Lakeside Ranch Business Park Building 20
Dallas, TX |
| 5,073 | | | 25,215 | 5,073 | 25,215 | 30,288 | 4,138 | 2008 | 2006 | 30 years | ||||||||||||||||||||||||||||||||||||
Jefferson Mill Business Park Building A
Suburban Atlanta, GA |
| 1,287 | | 1,410 | 19,728 | 2,697 | 19,728 | 22,425 | 1,304 | 2008 | 2006 | 30 years | ||||||||||||||||||||||||||||||||||||
King Mill Distribution Park Building 3
Suburban Atlanta, GA |
| 3,886 | | 345 | 21,952 | 4,231 | 21,952 | 26,183 | 3,859 | 2007 | 2005 | 30 years | ||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Total Industrial
|
$ | | $ | 10,246 | $ | | $ | 1,755 | $ | 66,895 | $ | 12,001 | $ | 66,895 | $ | 78,896 | $ | 9,301 | ||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Total Operating Properties
|
$ | 400,562 | $ | 134,916 | $ | 308,838 | $ | 412 | $ | 728,878 | $ | 135,328 | $ | 1,037,716 | $ | 1,173,044 | $ | 274,925 | ||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
S-3
S-4
Real Estate | Accumulated Depreciation | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
Balance at beginning of period
|
$ | 1,468,413 | $ | 1,458,001 | $ | 1,309,821 | $ | 233,091 | $ | 186,252 | $ | 146,456 | ||||||||||||
Additions during the period:
|
||||||||||||||||||||||||
Improvements and other
capitalized costs
|
43,860 | 72,644 | 195,629 | | | | ||||||||||||||||||
Depreciation expense
|
| | | 58,620 | 52,996 | 50,021 | ||||||||||||||||||
|
43,860 | 72,644 | 195,629 | 58,620 | 52,996 | 50,021 | ||||||||||||||||||
|
||||||||||||||||||||||||
Deductions during the period:
|
||||||||||||||||||||||||
Cost of real estate sold
|
(143,497 | ) | (31,908 | ) | (51,671 | ) | (13,911 | ) | (96 | ) | (8,169 | ) | ||||||||||||
Impairment loss
|
(2,554 | ) | (34,900 | ) | (2,100 | ) | | | | |||||||||||||||
Write-off of fully depreciated assets
|
(2,840 | ) | (5,991 | ) | (1,181 | ) | (2,840 | ) | (5,991 | ) | (1,181 | ) | ||||||||||||
Transfers between account categories
|
(62 | ) | 10,567 | 7,503 | | (34 | ) | (272 | ) | |||||||||||||||
Amortization of rent adjustments
|
| | | (35 | ) | (36 | ) | (603 | ) | |||||||||||||||
|
(148,953 | ) | (62,232 | ) | (47,449 | ) | (16,786 | ) | (6,157 | ) | (10,225 | ) | ||||||||||||
|
||||||||||||||||||||||||
Balance at end of period
|
$ | 1,363,320 | $ | 1,468,413 | $ | 1,458,001 | $ | 274,925 | $ | 233,091 | $ | 186,252 | ||||||||||||
(b) | Buildings and improvements are depreciated over 24 to 40 years. Leasehold improvements and other capitalized leasing costs are depreciated over the life of the asset or the term of the lease, whichever is shorter. | |
(c) | 333 North Point Center East and 555 North Point Center East were financed together with such properties being collateral for one recourse mortgage note payable. | |
(d) | 100 North Point Center East and 200 North Point Center East were financed together with such properties being collateral for one non-recourse mortgage note payable. | |
(e) | Certain intangible assets related to the purchase of this property are included in other assets and not in the above table, although included in the basis of the property on Item 2. |
S-5
COUSINS PROPERTIES INCORPORATED
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Title: | ||||
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[Signature] | |
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[Date] |
Key Employee:
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<<Name>> | |
Award Date:
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<<Date>> | |
Awarded Number of Shares of Stock:
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<<Shares >> | |
Option Price per Share:
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<<Dollar >> | |
Vesting Period
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<<Vesting Period>> |
COUSINS PROPERTIES INCORPORATED
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BY: | ||||
TITLE: |
Senior Vice President/General Counsel
and Corporate Secretary |
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___________________________ Signature ___________________________ ___________________________ Address |
Key Employee:
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<<Name>> | |
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Award Date:
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<<Date>> | |
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Awarded Number of Shares of Stock:
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<<Shares >> | |
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Option Price per Share:
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<<Dollar >> | |
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Vesting Period
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<<Vesting Period>> |
COUSINS PROPERTIES INCORPORATED
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BY: | ||||
TITLE: |
Senior Vice President/General Counsel
and Corporate Secretary |
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_______________________
Signature _______________________ _______________________ Address |
1. | Name of Key Employee : _____________________________. |
2. | Target Number of RSUs . Key Employees target number of RSUs payable based on CPIs attainment of the performance goals set forth on Exhibit A (Exhibit A RSUs) is ___. Key Employees target number RSUs payable based on CPIs attainment of the performance goals set forth on Exhibit B (Exhibit B RSUs) is ___. Key Employee will be paid based on a percentage of the target number (ranging from 0% to 200%) as set forth on Exhibit A and/or Exhibit B, whichever is applicable. |
3. | Performance Period . The Performance Period is January 1, 2011 through December 31, 2013. |
4. | Service Vesting Condition and Forfeiture . Except as set forth in § 8 of the Plan if a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the RSUs only if Key Employee remains continuously employed by CPI through the third anniversary of the Grant Date. A transfer between or among CPI or any Subsidiary, Parent or Affiliate of CPI shall not be treated as a termination of employment with CPI. If Key Employees employment is terminated for any reason except Retirement or death before the third anniversary of the Grant Date, Key Employee shall automatically forfeit the RSUs in full regardless of whether the performance goals on Exhibit A and/or Exhibit B are met. If Key Employees employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition but not the performance goals set forth on Exhibit A and Exhibit B. For this purpose, Retirement shall mean Key Employees termination of employment with CPI on or after the date (a) Key Employee has attained |
age 60 and (b) Key Employees age (in whole years) plus Key Employees whole years of employment measured since Key Employees most recent date of hire (disregarding any partial year of employment) equal at least 65. |
5. | Cash Dividends . If Key Employee becomes entitled to a payment for vested RSUs under § 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The dividend equivalent payment will equal (a) the total amount of cash dividends that would have been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock held by Key Employee during the Performance Period plus (b) any additional cash dividends that would have been payable during the Performance Period if the cash dividends described in § 5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts payable under this § 5 shall be made at the same time and in the same manner as the payment under § 6. |
6. | Distribution of Payment Represented by RSUs . As soon as practical after the end of the Performance Period, the Committee will determine the extent to which the performance goals and the service vesting condition have been met and the number of vested RSUs payable under this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the Exhibit A RSUs payable pursuant to Exhibit A plus the Exhibit B RSUs payable pursuant to Exhibit B. Payment of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical (and no later than 90 days) after the last day of the Performance Period; provided the service vesting condition is met. Notwithstanding the preceding sentence, for a Key Employee who terminates employment due to retirement or death, payment of vested RSUs shall be paid no later than March 15, 2014. Any fractional RSUs shall be rounded down. The value of each RSU for purposes of determining the cash payment is equal to the Fair Market Value of one share of Stock on December 31, 2013. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of a share of Stock on each trading day during the 30 day period ending on the applicable valuation date. Any portion of the RSUs that is not payable because the performance goals are not met shall automatically be forfeited as of December 31, 2013 or, if earlier, the date Key Employees employment terminates for reasons other than Retirement or death. |
7. | Withholding . CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements. |
2
8. | Nontransferability and Status as Unsecured Creditor . Key Employee shall have no right to transfer or otherwise assign Key Employees interest in any opportunity to receive RSUs or the RSUs themselves. All payments pursuant to this Certificate shall be made from the general assets of CPI, and any claim for payment shall be the same as a claim of any general and unsecured creditor of CPI. |
9. | Employment and Termination . Nothing in this Certificate shall give Key Employee the right to continue in employment with CPI or limit the right of CPI to terminate Key Employees employment with or without cause at any time. |
10. | No Shareholder Rights . Key Employee shall have no rights as a shareholder of CPI as a result of any opportunity or any payment arising under this Certificate. |
11. | Amendment and Termination . The Plan and this Certificate may be modified and/or terminated as set forth in the Plan. |
12. | Miscellaneous . This Certificate shall be governed by the laws of the State of Georgia. |
13. | Coordination with Plan . During the Performance Period, the RSUs subject to this Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for purposes of the change in control provisions in § 8 of the Plan and the amendment provisions in § 9 of the Plan. |
14. | Change in Control . For purposes of § 8 of the Plan, the target for the performance goals (as used in such section) shall mean the performance goal that results in 100% of the target number of RSUs being payable under § 6. |
15. | Short-Term Deferral . Any payments under this Certificate are intended to comply with the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this Certificate shall be interpreted to effect such intent. |
3
16. | Clawback . CPI has the right to take any action which the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. |
Cousins Properties Incorporated
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By: | ||||
Name: | ||||
4
(a) | Aggregate FFO shall mean the sum of the Companys FFO for each calendar year during the Performance Period. |
(b) | FFO shall mean the per share funds from operations as reported in the Companys Annual Report on Form 10-K for the year ending December 31 of each year in the Performance Period. |
(c) | Target FFO shall mean $____ per common share. |
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6
Company | Trading Symbol | |
Alexandria Real Estate
|
ARE-US | |
BioMed Realty Trust Inc.
|
BMR-US | |
Boston Properties Inc.
|
BXP-US | |
Brandywine Realty Trust
|
BDN-US | |
Brookfield Office Ppts.
|
BPO-US | |
CommonWealth REIT
|
CWH-US | |
Corporate Office Properties Tr
|
OFC-US | |
Douglas Emmett Inc.
|
DEI-US | |
Duke Realty Corp.
|
DRE-US | |
Government Properties Incm Tr
|
GOV-US | |
Highwoods Properties Inc.
|
HIW-US | |
Hudson Pacific Properties Inc.
|
HPP-US | |
Kilroy Realty Corp.
|
KRC-US | |
Mack-Cali Realty Corp.
|
CLI-US | |
Mission West Properties Inc.
|
MSW-US | |
MPG Office Trust Inc.
|
MPG-US | |
Pacific Office Properties Inc.
|
PCE-US | |
Parkway Properties Inc.
|
PKY-US | |
Piedmont Office Realty Trust
|
PDM-US | |
SL Green Realty Corp.
|
SLG-US |
7
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Earnings:
|
||||||||||||||||||||
Loss from continuing operations before taxes,
unconsolidated joint ventures, sale of investment properties
and net income attributable to noncontrolling interests
|
$ | (34,523 | ) | $ | (81,860 | ) | $ | (6,597 | ) | $ | (3,087 | ) | $ | (28,532 | ) | |||||
Add:
|
||||||||||||||||||||
Gain on sale of investment property, net of
applicable income tax provision
|
1,938 | 168,637 | 10,799 | 5,535 | 3,012 | |||||||||||||||
Distributed income of equity investees
|
11,394 | 7,237 | 23,751 | 7,716 | 169,481 | |||||||||||||||
Amortization of capitalized interest
|
2,173 | 2,974 | 1,880 | 1,336 | 837 | |||||||||||||||
Fixed charges
|
37,401 | 43,851 | 43,382 | 32,299 | 34,071 | |||||||||||||||
Subtract:
|
||||||||||||||||||||
Capitalized interest
|
| (3,736 | ) | (14,894 | ) | (23,474 | ) | (22,324 | ) | |||||||||||
Preferred dividends
|
(12,907 | ) | (12,907 | ) | (14,957 | ) | (15,250 | ) | (15,250 | ) | ||||||||||
Earnings
|
$ | 5,476 | $ | 124,196 | $ | 43,364 | $ | 5,075 | $ | 141,295 | ||||||||||
Combined Fixed Charges and Preferred Dividends:
|
||||||||||||||||||||
Interest expense
|
$ | 37,180 | $ | 39,888 | $ | 28,257 | $ | 8,565 | $ | 11,119 | ||||||||||
Capitalized interest
|
| 3,736 | 14,894 | 23,474 | 22,324 | |||||||||||||||
Interest component of rental expense (30%)
|
221 | 227 | 231 | 260 | 628 | |||||||||||||||
|
37,401 | 43,851 | 43,382 | 32,299 | 34,071 | |||||||||||||||
Preferred stock dividends
|
12,907 | 12,907 | 14,957 | 15,250 | 15,250 | |||||||||||||||
Fixed charges and preferred dividends
|
$ | 50,308 | $ | 56,758 | $ | 58,339 | $ | 47,549 | $ | 49,321 | ||||||||||
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
|
0.11 | 2.19 | 0.74 | 0.11 | 2.86 | |||||||||||||||
Subsidiary | State of Incorporation | |
250 Williams Street LLC
|
Georgia | |
250 Williams Street Manager, Inc.
|
Georgia | |
3280 Peachtree I, LLC
|
Georgia | |
3280 Peachtree III LLC
|
Georgia | |
3280 Peachtree IV LLC
|
Georgia | |
615 Peachtree LLC
|
Georgia | |
Avenue Ridgewalk LLC
|
Georgia | |
Avenue Webb Gin, LLC
|
Georgia | |
Blalock Lakes, LLC
|
Georgia | |
CCD 10 Terminus Place LLC
|
Georgia | |
CCD Juniper LLC
|
Georgia | |
Cedar Grove Lakes, LLC
|
Georgia | |
Cousins Aircraft Associates, LLC
|
Georgia | |
Cousins Austin GP, Inc.
|
Georgia | |
Cousins Austin, Inc.
|
Georgia | |
Cousins Condominium Development, LLC
|
Georgia | |
Cousins CPV Holdings LLC
|
Georgia | |
Cousins Development, Inc.
|
Georgia | |
Cousins, Inc.
|
Alabama | |
Cousins Jefferson Mill, LLC
|
Georgia | |
Cousins Johnson City LLC
|
Georgia | |
Cousins King Mill, LLC
|
Georgia | |
Cousins La Frontera LLC
|
Texas | |
Cousins MarketCenters, Inc.
|
Georgia | |
Cousins Murfreesboro LLC
|
Georgia | |
Cousins Properties Palisades LLC
|
Texas | |
Cousins Properties Services LLC
|
Texas | |
Cousins Properties Waterview LLC
|
Texas | |
Cousins Real Estate Corporation
|
Georgia | |
Cousins Real Estate Development, Inc.
|
Georgia | |
Cousins Research Park V LLC
|
Georgia | |
Cousins San Jose MarketCenter, LLC
|
Georgia | |
CP Forsyth Investments LLC
|
Georgia | |
CP Tiffany Springs Investments LLC
|
Georgia | |
CP Lakeside 20 GP, LLC
|
Georgia | |
CP Lakeside Land GP, LLC
|
Georgia | |
CP Sandy Springs LLC
|
Georgia | |
CP Texas Industrial LLC
|
Georgia | |
CPI 191 LLC
|
Georgia |
Subsidiary | State of Incorporation | |
CREC La Frontera LLC
|
Texas | |
CREC Property Holdings, LLC
|
Delaware | |
CUZWAT Investments, LLC
|
Georgia | |
IPC Investments II LLC
|
Georgia | |
IPC Investments LLC
|
Georgia | |
Meridian Mark Plaza, LLC
|
Georgia | |
New Land Realty, LLC d/b/a Blalock Lakes Realty
|
Georgia | |
One Ninety One Peachtree Associates LLC
|
Georgia | |
Pine Mountain Ventures, LLC
|
Georgia | |
Ridgewalk Funding LLC
|
Georgia | |
SONO Renaissance, LLC
|
Georgia | |
Terminus 200, LLC
|
Georgia |
Subsidiary | State of Incorporation | |
50 Biscayne Venture, LLC*
|
Delaware | |
905 Juniper Venture, LLC (72% owned by Registrant)
|
Georgia | |
Avenue Forsyth LLC (88.5% owned by Registrant)
|
Georgia | |
C/W Jefferson Mill I, LLC (75% owned by Registrant)
|
Georgia | |
C/W King Mill I, LLC (75% owned by Registrant)
|
Georgia | |
Carriage Avenue, LLC*
|
Delaware | |
Cousins Tiffany Springs MarketCenter LLC (88.5% owned by Registrant)
|
Georgia | |
Cousins/Callaway, LLC*
|
Georgia | |
Callaway Gardens Realty, LLC (50% owned by Cousins/Callaway, LLC)
|
Georgia | |
Cousins/Daniel, LLC*
|
Georgia | |
Cousins/Gude CCHR LLC (60% owned by Registrant)
|
Georgia | |
Cousins/Gude CFHOF LLC (70% owned by Registrant)
|
Georgia | |
Cousins/Myers II, LLC*
|
Delaware | |
CP Venture Six LLC (88.5% owned by Registrant)
|
Delaware | |
CP Venture Three LLC (88.5% owned by Registrant)
|
Delaware | |
CS Lakeside 20 Limited, LLLP (70% owned by Registrant)
|
Texas | |
CS Lakeside Land Limited, LLLP (70% owned by Registrant)
|
Texas | |
CS Lancaster LLC (70% owned by Registrant)
|
Georgia | |
Glenmore Garden Villas (50% owned by Registrant)
|
Georgia | |
Handy Road Associates, LLC (50% owned by Registrant)
|
Georgia | |
Jefferson Mill Project I, LLC (75% owned by Registrant)
|
Georgia | |
King Mill Project I LLC (75% owned by Registrant)
|
Georgia |
* | Minority member may receive a portion of cash flow and capital proceeds. |
Exhibit 31.1 |
1. | I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the Registrant); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | ||
4. | The Registrants 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 Registrants 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 Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the Registrants 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 Registrants 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 Registrants internal control over financial reporting. |
/s/ Lawrence L. Gellerstedt, III | ||||
Lawrence L. Gellerstedt, III | ||||
President and Chief Executive Officer
Date: February 28, 2011 |
1. | I have reviewed this Annual Report on Form 10-K of Cousins Properties Incorporated (the Registrant); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | ||
4. | The Registrants 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 Registrants 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 Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the Registrants 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 Registrants 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 Registrants internal control over financial reporting. |
/s/ Gregg D. Adzema | ||||
Gregg D. Adzema | ||||
Executive Vice President and Chief Financial Officer
Date: February 28, 2011 |
/s/ Lawrence L. Gellerstedt, III | ||||
Lawrence L. Gellerstedt, III | ||||
President and Chief Executive Officer
Date: February 28, 2011 |
/s/ Gregg D. Adzema | ||||
Gregg D. Adzema | ||||
Executive Vice President and Chief Financial Officer
Date: February 28, 2011 |
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