CUZ 2012.3.31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012
OR
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o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-11312
COUSINS PROPERTIES INCORPORATED
(Exact name of registrant as specified in its charter)
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GEORGIA (State or other jurisdiction of incorporation or organization) | 58-0869052 (I.R.S. Employer Identification No.) |
191 Peachtree Street, Suite 500, Atlanta, Georgia (Address of principal executive offices) | 30303-1740 (Zip Code) |
(404) 407-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
| | (Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class | | Outstanding at May 4, 2012 |
Common Stock, $1 par value per share | | 104,136,315 shares |
FORWARD-LOOKING STATEMENTS
Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. These forward-looking statements include information about possible or assumed future results of the Company's business and the Company's financial condition, liquidity, results of operations, plans and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:
•the Company's business and financial strategy;
•the Company's ability to obtain future financing arrangements;
•future investments and future dispositions of assets;
•the Company's 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.
The forward-looking statements are based upon management's beliefs, assumptions and expectations of the Company's future performance, taking into account information currently available. These beliefs, assumptions and expectations may change as a result of many possible events or factors, not all of which are known. If a change occurs, the Company's business, financial condition, liquidity and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:
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• | availability and terms of capital and financing, both to fund operations and to refinance indebtedness as it matures; |
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• | failure of purchase, sale or other contracts to ultimately close; |
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• | the availability of buyers and adequate pricing with respect to the disposition of assets, including certain residential and land holdings relating to the Company's change in strategy; |
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• | risks and uncertainties related to national and local economic conditions, the real estate industry in general and in specific markets, and the commercial and residential markets in particular; |
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• | changes in the Company's business and financial strategy and/or continued adverse market and economic conditions requiring the recognition of impairment losses; |
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• | leasing risks, including the inability to obtain new tenants or renew expiring tenants on favorable terms, or at all, and the ability to lease newly developed, recently acquired or current vacant space; |
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• | financial condition of existing tenants; |
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• | rising interest rates and insurance rates; |
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• | the availability of sufficient investment opportunities; |
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• | competition from other developers or investors; |
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• | the risks associated with real estate developments and acquisitions (such as construction delays, cost overruns and leasing risk); |
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• | potential liability for uninsured losses, condemnation or environmental issues; |
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• | potential liability for a failure to meet regulatory requirements; |
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• | the financial condition and liquidity of, or disputes with, joint venture partners; |
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• | any failure to comply with debt covenants under credit agreements; and |
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• | any failure to continue to qualify for taxation as a real estate investment trust. |
The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although the Company believes its plans, intentions and expectations reflected in any forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise, except as required under U.S. federal securities laws.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) |
| | | | | | | |
| March 31, 2012 | | December 31, 2011 |
| (unaudited) | | |
ASSETS | | | |
PROPERTIES: | | | |
Operating properties, net of accumulated depreciation of $300,260 and $289,473 in 2012 and 2011, respectively | $ | 854,179 |
| | $ | 884,652 |
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Operating property held for sale, net of accumulated depreciation of $2,522 in 2012 | 7,743 |
| | — |
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Projects under development | 15,008 |
| | 11,325 |
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Land held | 54,132 |
| | 54,132 |
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Residential lots | 12,657 |
| | 13,195 |
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Other | 637 |
| | 637 |
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Total properties | 944,356 |
| | 963,941 |
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CASH AND CASH EQUIVALENTS | 4,002 |
| | 4,858 |
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RESTRICTED CASH | 4,122 |
| | 4,929 |
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NOTES AND OTHER RECEIVABLES, net of allowance for doubtful accounts of $2,738 and $5,100 in 2012 and 2011, respectively | 48,864 |
| | 48,500 |
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INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | 141,180 |
| | 160,587 |
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OTHER ASSETS | 57,110 |
| | 52,720 |
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TOTAL ASSETS | $ | 1,199,634 |
| | $ | 1,235,535 |
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LIABILITIES AND EQUITY | | | |
NOTES PAYABLE | $ | 529,168 |
| | $ | 539,442 |
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 30,936 |
| | 36,075 |
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DEFERRED GAIN | 3,921 |
| | 3,980 |
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DEPOSITS AND DEFERRED INCOME | 15,263 |
| | 15,880 |
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TOTAL LIABILITIES | 579,288 |
| | 595,377 |
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COMMITMENTS AND CONTINGENT LIABILITIES |
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REDEEMABLE NONCONTROLLING INTERESTS | 295 |
| | 2,763 |
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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 2012 and 2011 | 74,827 |
| | 74,827 |
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7.50% Series B cumulative redeemable preferred stock, $25 liquidation preference; 3,791,000 shares issued and outstanding in 2012 and 2011 | 94,775 |
| | 94,775 |
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Common stock, $1 par value, 250,000,000 shares authorized, 107,709,513 and 107,272,078 shares issued in 2012 and 2011, respectively | 107,710 |
| | 107,272 |
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Additional paid-in capital | 687,809 |
| | 687,835 |
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Treasury stock at cost, 3,570,082 shares in 2012 and 2011 | (86,840 | ) | | (86,840 | ) |
Distributions in excess of cumulative net income | (291,976 | ) | | (274,177 | ) |
TOTAL STOCKHOLDERS’ INVESTMENT | 586,305 |
| | 603,692 |
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Nonredeemable noncontrolling interests | 33,746 |
| | 33,703 |
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TOTAL EQUITY | 620,051 |
| | 637,395 |
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TOTAL LIABILITIES AND EQUITY | $ | 1,199,634 |
| | $ | 1,235,535 |
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See accompanying notes. | | | |
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
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| Three Months Ended |
| March 31, |
| 2012 | | 2011 |
REVENUES: | | | |
Rental property revenues | $ | 37,183 |
| | $ | 32,679 |
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Fee income | 2,856 |
| | 3,385 |
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Third party management and leasing revenues | 4,711 |
| | 4,088 |
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Multi-family residential unit sales | — |
| | 4,657 |
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Residential lot sales | 949 |
| | 165 |
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Other | 1,465 |
| | 513 |
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| 47,164 |
| | 45,487 |
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COSTS AND EXPENSES: | | | |
Rental property operating expenses | 14,419 |
| | 12,886 |
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Third party management and leasing expenses | 4,300 |
| | 4,093 |
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Multi-family residential unit cost of sales | — |
| | 2,500 |
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Residential lot and outparcel cost of sales | 564 |
| | 69 |
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General and administrative expenses | 6,623 |
| | 7,400 |
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Interest expense | 6,268 |
| | 7,544 |
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Reimbursed expenses | 1,376 |
| | 1,512 |
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Depreciation and amortization | 14,136 |
| | 12,113 |
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Impairment losses | 12,233 |
| | 3,508 |
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Separation expenses | 213 |
| | 101 |
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Other | 698 |
| | 862 |
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| 60,830 |
| | 52,588 |
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LOSS ON EXTINGUISHMENT OF DEBT | (94 | ) | | — |
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LOSS FROM CONTINUING OPERATIONS BEFORE TAXES, UNCONSOLIDATED JOINT VENTURES AND SALE OF INVESTMENT PROPERTIES | (13,760 | ) | | (7,101 | ) |
(PROVISION) BENEFIT FOR INCOME TAXES FROM OPERATIONS | (27 | ) | | 64 |
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INCOME FROM UNCONSOLIDATED JOINT VENTURES | 2,186 |
| | 2,496 |
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LOSS FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES | (11,601 | ) | | (4,541 | ) |
GAIN ON SALE OF INVESTMENT PROPERTIES | 57 |
| | 59 |
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LOSS FROM CONTINUING OPERATIONS | (11,544 | ) | | (4,482 | ) |
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INCOME FROM DISCONTINUED OPERATIONS: | | | |
Income from discontinued operations | 104 |
| | 817 |
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Gain (loss) on sale of discontinued investment properties | 86 |
| | (384 | ) |
| 190 |
| | 433 |
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NET LOSS | (11,354 | ) | | (4,049 | ) |
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,469 |
| | (581 | ) |
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | (9,885 | ) | | (4,630 | ) |
DIVIDENDS TO PREFERRED STOCKHOLDERS | (3,227 | ) | | (3,227 | ) |
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NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ | (13,112 | ) | | $ | (7,857 | ) |
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PER COMMON SHARE INFORMATION — BASIC AND DILUTED: | | | |
Loss from continuing operations attributable to controlling interest | $ | (0.13 | ) | | $ | (0.08 | ) |
Income from discontinued operations | — |
| | — |
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Net loss available to common stockholders | $ | (0.13 | ) | | $ | (0.08 | ) |
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WEIGHTED AVERAGE SHARES — BASIC AND DILUTED | 104,000 |
| | 103,515 |
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DIVIDENDS DECLARED PER COMMON SHARE | $0.045 | | $0.045 |
See accompanying notes.
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31, 2012 and 2011
(unaudited, in thousands)
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| | Preferred Stock | | Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Distributions in Excess of Net Income | | Stockholders’ Investment | | Nonredeemable Noncontrolling Interests | | Total Equity |
Balance December 31, 2011 | | $ | 169,602 |
| | $ | 107,272 |
| | $ | 687,835 |
| | $ | (86,840 | ) | | $ | (274,177 | ) | | $ | 603,692 |
| | $ | 33,703 |
| | $ | 637,395 |
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| | | | | | | | | | | | | | | | |
Net income (loss) | | — |
| | — |
| | — |
| | — |
| | (9,885 | ) | | (9,885 | ) | | 571 |
| | (9,314 | ) |
Common stock issued pursuant to: | | | | | | | | | | | | | | | | |
Restricted stock grants, net of amounts withheld for income taxes | | — |
| | 441 |
| | (612 | ) | | — |
| | — |
| | (171 | ) | | — |
| | (171 | ) |
Amortization of stock options and restricted stock, net of forfeitures | | — |
| | (3 | ) | | 586 |
| | — |
| | — |
| | 583 |
| | — |
| | 583 |
|
Distributions to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (528 | ) | | (528 | ) |
Cash preferred dividends paid | | — |
| | — |
| | — |
| | — |
| | (3,227 | ) | | (3,227 | ) | | — |
| | (3,227 | ) |
Cash common dividends paid | | — |
| | — |
| | — |
| | — |
| | (4,687 | ) | | (4,687 | ) | | — |
| | (4,687 | ) |
Balance March 31, 2012 | | $ | 169,602 |
| | $ | 107,710 |
| | $ | 687,809 |
| | $ | (86,840 | ) | | $ | (291,976 | ) | | $ | 586,305 |
| | $ | 33,746 |
| | $ | 620,051 |
|
| | | | | | | | | | | | | | | | |
Balance December 31, 2010 | | $ | 169,602 |
| | $ | 106,962 |
| | $ | 684,551 |
| | $ | (86,840 | ) | | $ | (114,196 | ) | | $ | 760,079 |
| | $ | 32,772 |
| | $ | 792,851 |
|
Net income (loss) | | — |
| | — |
| | — |
| | — |
| | (4,630 | ) | | (4,630 | ) | | 620 |
| | (4,010 | ) |
Common stock issued pursuant to: | | | | | | | | | | | | | | | | |
Restricted stock grants, net of amounts withheld for income taxes | | — |
| | 243 |
| | (260 | ) | | — |
| | — |
| | (17 | ) | | — |
| | (17 | ) |
Amortization of stock options and restricted stock, net of forfeitures | | — |
| | (4 | ) | | 683 |
| | — |
| | — |
| | 679 |
| | — |
| | 679 |
|
Change in fair value of redeemable noncontrolling interests | | — |
| | — |
| | 54 |
| | — |
| | — |
| | 54 |
| | — |
| | 54 |
|
Distributions to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (590 | ) | | (590 | ) |
Cash preferred dividends paid | | — |
| | — |
| | — |
| | — |
| | (3,227 | ) | | (3,227 | ) | | — |
| | (3,227 | ) |
Cash common dividends paid | | — |
| | — |
| | — |
| | — |
| | (4,653 | ) | | (4,653 | ) | | — |
| | (4,653 | ) |
Balance March 31, 2011 | | $ | 169,602 |
| | $ | 107,201 |
| | $ | 685,028 |
| | $ | (86,840 | ) | | $ | (126,706 | ) | | $ | 748,285 |
| | $ | 32,802 |
| | $ | 781,087 |
|
See accompanying notes.
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
| | | | | | | |
| Three Months Ended |
| March 31, |
| 2012 | | 2011 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net loss | $ | (11,354 | ) | | $ | (4,049 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Loss (gain) on sale of investment properties, net | (143 | ) | | 325 |
|
Loss on extinguishment of debt | 94 |
| | — |
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Impairment loss | 12,233 |
| | 3,508 |
|
Depreciation and amortization | 14,256 |
| | 13,539 |
|
Amortization of deferred financing costs | 235 |
| | 536 |
|
Stock-based compensation | 583 |
| | 679 |
|
Effect of recognizing rental revenues on a straight-line or market basis | (1,482 | ) | | (1,500 | ) |
Income from unconsolidated joint ventures | (2,186 | ) | | (2,496 | ) |
Operating distributions from unconsolidated joint ventures | 1,550 |
| | 2,430 |
|
Residential lot and multi-family cost of sales, net of closing costs paid | 538 |
| | 2,325 |
|
Residential lot development expenditures | — |
| | (435 | ) |
Changes in other operating assets and liabilities: | | | |
Change in other receivables and other assets | (306 | ) | | (258 | ) |
Change in accounts payable and accrued liabilities | (3,796 | ) | | (5,421 | ) |
Net cash provided by operating activities | 10,222 |
| | 9,183 |
|
| | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Proceeds from investment property sales | — |
| | 21,543 |
|
Property acquisition, development and tenant asset expenditures | (8,039 | ) | | (7,667 | ) |
Investment in unconsolidated joint ventures | (4,483 | ) | | (839 | ) |
Distributions from unconsolidated joint ventures | 24,098 |
| | 3,602 |
|
Collection of notes receivable | 212 |
| | 36 |
|
Change in other assets | (1,176 | ) | | (1,451 | ) |
Change in restricted cash | 807 |
| | (496 | ) |
Net cash provided by investing activities | 11,419 |
| | 14,728 |
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| | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Proceeds from credit facility | 239,500 |
| | 12,600 |
|
Repayments of credit facility | (350,750 | ) | | (24,300 | ) |
Proceeds from notes payable and construction facilities | 102,191 |
| | — |
|
Repayment of notes payable | (1,215 | ) | | (986 | ) |
Payment of loan issuance costs | (3,353 | ) | | — |
|
Common stock issuance costs | — |
| | (14 | ) |
Common dividends paid | (4,687 | ) | | (4,653 | ) |
Preferred dividends paid | (3,227 | ) | | (3,227 | ) |
Distributions to noncontrolling interests | (956 | ) | | (5,833 | ) |
Net cash used in financing activities | (22,497 | ) | | (26,413 | ) |
| | | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (856 | ) | | (2,502 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,858 |
| | 7,599 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 4,002 |
| | $ | 5,097 |
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| | | |
INTEREST PAID, NET OF AMOUNTS CAPITALIZED | $ | 6,606 |
| | $ | 6,580 |
|
INCOME TAXES REFUNDED | $ | — |
| | $ | 53 |
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See accompanying notes.
COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2012
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements included herein include the accounts of Cousins Properties Incorporated (“Cousins”) and its consolidated subsidiaries, including Cousins Real Estate Corporation and its subsidiaries (“CREC”). All of the entities included in the consolidated financial statements are hereinafter referred to collectively as the “Company.”
The Company develops, acquires, manages and owns primarily office and retail real estate properties. Cousins has elected to be taxed as a real estate investment trust (“REIT”) and intends to, among other things, distribute 100% of its federal taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. CREC operates as a taxable REIT subsidiary and is taxed separately from Cousins as a C-Corporation. Accordingly, if applicable, the Statements of Operations include a provision for, or benefit from, CREC's income taxes.
The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of March 31, 2012 and the results of operations for the three months ended March 31, 2012 and 2011. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The accounting policies employed are substantially the same as those shown in Note 2 to the consolidated financial statements included in such Form 10-K.
2. NOTES PAYABLE, INTEREST EXPENSE AND COMMITMENTS AND CONTINGENCIES
The following table summarizes the terms and amounts of the Company’s notes payable outstanding at March 31, 2012 and December 31, 2011 ($ in thousands):
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| | | | | | | | | | | | | | | |
Description | | Interest Rate | | Term/Amortization Period (Years) | | Maturity | | March 31, 2012 | | December 31, 2011 |
Terminus 100 mortgage note | | 5.25 | % | | 12/30 | | 1/1/2023 | | $ | 137,687 |
| | $ | 138,194 |
|
The American Cancer Society Center mortgage note | | 6.45 | % | | 10/30 | | 9/1/2017 | | 135,295 |
| | 135,650 |
|
191 Peachtree Tower mortgage note (interest only until May 1, 2016) | | 3.35 | % | | 6.5/30 | | 10/1/2018 | | 100,000 |
| | — |
|
Credit Facility, unsecured (see discussion below) | | 1.84 | % | | 4/N/A | | 2/28/2016 | | 87,000 |
| | 198,250 |
|
Meridian Mark Plaza mortgage note | | 6.00 | % | | 10/30 | | 8/1/2020 | | 26,466 |
| | 26,554 |
|
100/200 North Point Center East mortgage note (see discussion below) | | 5.39 | % | | 5/30 | | 6/1/2012 | | 24,386 |
| | 24,478 |
|
The Points at Waterview mortgage note | | 5.66 | % | | 10/25 | | 1/1/2016 | | 15,977 |
| | 16,135 |
|
Mahan Village LLC construction facility | | 1.89 | % | (1) | 3/N/A | | 9/12/2014 | | 2,192 |
| | 1 |
|
Callaway Gardens | | 4.13 | % | | N/A | | 11/18/2013 | | 165 |
| | 180 |
|
| | | | | | | | $ | 529,168 |
| | $ | 539,442 |
|
(1) The Company may select from two interest rate options, as defined in the loan agreement, which are based on floating-rate indices plus a spread. The rate at March 31, 2012 was LIBOR plus 1.65%.
Credit Facility
On February 28, 2012, the Company amended its $350 million senior unsecured line of credit by entering into the Second Amended and Restated Credit Agreement (the “New Facility”), which replaced the Amended and Restated Credit Agreement
dated August 29, 2007, as amended (the “Existing Facility"). The New Facility amends the Existing Facility by, among other things, extending the maturity date from August 29, 2012 to February 28, 2016, with an additional one-year extension option upon certain conditions and with the payment of a fee. It also adds an accordion feature permitting the amount available to increase by up to $150 million, under certain conditions and in specified increments, for a total available of $500 million.
The New Facility contains financial covenants that require, among other things, the maintenance of an unencumbered interest coverage ratio of at least 2.00; a fixed charges coverage ratio of at least 1.40, increasing to 1.50 during any extension period; and maximum leverage of no more than 60%.
The New Facility also reduces the Company's interest rate spreads on borrowings as compared to the Existing Facility. The Company may borrow funds at an interest rate, at its option, calculated as either (1) the current Eurodollar rate plus the applicable spread as detailed below or (2) the greater of Bank of America's prime rate, the Federal Funds Rate plus 0.50% or the one-month Eurodollar Rate plus 1.0% (the “Base Rate”), plus the applicable spread as detailed below. The Company also pays a fee on the total commitment under the New Facility. The pricing spreads and the Facility Fee under the New Facility are as follows:
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| | | | | | |
Leverage Ratio | | Applicable % for Eurodollar Rate | | Applicable % for Base Rate | | Facility Fee % |
| | | | | | |
≤ 40% | | 1.50% | | 0.50% | | 0.20% |
>40% but ≤ 50% | | 1.60% | | 0.60% | | 0.25% |
>50% but ≤ 55% | | 1.90% | | 0.90% | | 0.35% |
>55% but ≤ 60% | | 2.10% | | 1.10% | | 0.40% |
The Company selected the Eurodollar rate for interest calculation purposes in March 2012, and the applicable spread at March 31, 2012 was 1.6%.
Other Debt Activity
On March 28, 2012, the Company entered into a $100 million mortgage note payable secured by 191 Peachtree Tower, a 1.2 million square foot office building in Atlanta, Georgia. The interest rate is 3.35% and interest-only payments are due monthly through May 1, 2016, followed by monthly principal and interest payments through October 1, 2018, the maturity date.
In April 2012, the Company prepaid the 10/200 North Point Center East mortgage note in full, without penalty, using proceeds from the Credit Facility.
Fair Value
At March 31, 2012 and December 31, 2011, the estimated fair values of the Company's notes payable were approximately $553.3 million and $568.5 million, respectively, calculated by discounting future cash flows using estimated rates at which similar loans could have been obtained at those respective dates. This fair value calculation is considered to be a Level 2 calculation under the guidelines as set forth in ASC 820, “Fair Value Measurements and Disclosures,” as the Company utilizes estimates of market rates for similar type loans from third party brokers.
Other Information
For the three months ended March 31, 2012 and 2011, interest expense was as follows (in thousands):
|
| | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2012 | | 2011 | |
Total interest incurred | | $ | 6,694 |
| | $ | 7,544 |
| |
Interest capitalized | | (426 | ) | | — |
| |
Total interest expense | | $ | 6,268 |
| | $ | 7,544 |
| |
The real estate and other assets of The American Cancer Society Center (the “ACS Center”) are restricted under the ACS Center loan agreement in that they are not available to settle debts of the Company. However, provided that the ACS Center loan has not incurred any uncured event of default, as defined in the loan agreement, the cash flows from the ACS Center, after payments of debt service, operating expenses and reserves, are available for distribution to the Company.
At March 31, 2012, the Company had outstanding letters of credit and performance bonds totaling $5.3 million. As a lessor, the Company has $12.9 million in future obligations under leases to fund tenant improvements and other funding commitments as of March 31, 2012. As a lessee, the Company has future obligations under ground and office leases of approximately $16.2 million at March 31, 2012.
Litigation
The Company is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.
3. EARNINGS PER SHARE
Net income (loss) per share-basic is calculated as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding during the period, including nonvested restricted stock which has nonforfeitable dividend rights. Net income (loss) per share-diluted is calculated as net income (loss) available to common stockholders divided by the diluted weighted average number of common shares outstanding during the period. Diluted weighted average number of common shares uses the same weighted average share number as in the basic calculation and adds the potential dilution that would occur if stock options (or any other contracts to issue common stock) were exercised and resulted in additional common shares outstanding, calculated using the treasury stock method. The numerator is reduced for the effect of preferred dividends in both the basic and diluted net income (loss) per share calculations. Weighted average shares-basic and diluted for the three months ending March 31, 2012 and 2011 are as follows (in thousands):
|
| | | | | | |
| | Three Months Ended March 31, |
| | 2012 | | 2011 |
Weighted average shares — basic | | 104,000 |
| | 103,515 |
|
Dilutive potential common shares — stock options | | — |
| | — |
|
Weighted average shares — diluted | | 104,000 |
| | 103,515 |
|
Stock options are dilutive when the average market price of the Company's stock during the period exceeds the option exercise price. However, in periods where the Company is in a net loss position, the dilutive effect of stock options is not included in the diluted weighted average shares total.
Anti-dilutive stock options represent stock options which are outstanding but which are not exercisable during the period because the exercise price exceeded the average market value of the Company's stock. These anti-dilutive stock options are not included in the current calculation of dilutive weighted average shares, but could be dilutive in the future. Total weighted average anti-dilutive stock options for each of the periods are as follows (in thousands):
|
| | | | | | | |
| | Three Months Ended March 31, | |
| | 2012 | | 2011 | |
Anti-dilutive options | | 5,026 |
| | 6,612 |
| |
4. STOCK-BASED COMPENSATION
The Company has several types of stock-based compensation - stock options, restricted stock, long-term incentive awards and restricted stock units (“RSUs”) - which are described, as well as the accounting treatment, in Note 6 of “Notes to Consolidated Financial Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The expense related to certain stock-based compensation awards is fixed. The expense related to other awards fluctuates from period to period dependent, in part, on the Company's stock price. For the quarters ended March 31, 2012 and 2011, the Company recorded net stock-based compensation expense of $1.4 million and $1.2 million, respectively.
In the first quarter of 2012, the Company made restricted stock grants of 255,328 shares to key employees, which vest ratably over a three-year period. In addition, the Company awarded two types of performance-based RSUs to key employees based on the following performance metrics: (1) Total Stockholder Return of the Company, as defined, as compared to the companies in the SNL US REIT Office index (“TSR SNL RSUs”), and (2) the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (“FFO RSUs”). The performance period for both awards is January 1,
2012 to December 31, 2014, and the targeted units awarded of TSR SNL RSUs and FFO RSUs is 159,640 and 100,571, respectively. The ultimate payout of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the performance metrics described above. Both of these types of RSUs cliff vest on February 15, 2015 and are dependent upon the attainment of required service and performance criteria. The number of RSUs vesting will be determined at that date, and the payout per unit will be equal to the average closing price on each trading day during the 30-day period ending on December 31, 2014. The TSR SNL RSUs are expensed using a quarterly Monte Carlo valuation over the vesting period. The FFO RSUs are expensed over the vesting period using the fair market value of the Company's stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting.
Also in the first quarter of 2012, the Company made a special grant of restricted stock of 208,333 shares to its chief executive officer, which vests ratably over a three-year period. Additionally, the Company issued performance-based RSUs to the chief executive officer. The targeted number of units awarded is 281,532. The payout of these awards can range from 0% to 150% depending on the Total Stockholder Return of the Company, as defined on an absolute basis, and compared to the total stockholder return for the companies in the SNL US REIT Office Index. The performance period of the awards is from January 1, 2012 to December 31, 2016 with interim performance measurement dates at each of the third, fourth and fifth anniversaries. To the extent that the Company has attained the defined performance goals at the end each of these periods, one-third of the units may be credited after each of the third and fourth anniversaries, with the balance credited at the end of the fifth anniversary, and to be awarded subject to continuous employment on the fifth anniversary. The RSU award is expensed using a quarterly Monte Carlo valuation over the vesting period. The number of RSUs vesting will be determined at the fifth anniversary date of the grant, and the cash payout per unit will be equal to the average closing price on each trading day during the 30-day period ending with such date.
5. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The Company describes its investments in unconsolidated joint ventures in Note 4 of “Notes to Consolidated Financial Statements” in its Annual Report on Form 10-K for the year ended December 31, 2011. The following table summarizes balance sheet data of the Company's unconsolidated joint ventures as of March 31, 2012 and December 31, 2011 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Assets | | Total Debt | | Total Equity | | Company’s Investment | |
SUMMARY OF FINANCIAL POSITION: | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 | |
CP Venture IV Holdings LLC | | $ | 298,398 |
| | $ | 301,352 |
| | $ | 35,880 |
| | $ | 36,031 |
| | $ | 253,110 |
| | $ | 255,881 |
| | $ | 14,452 |
| | $ | 14,694 |
| |
Charlotte Gateway Village, LLC | | 145,642 |
| | 146,854 |
| | 79,472 |
| | 83,097 |
| | 64,456 |
| | 62,423 |
| | 10,324 |
| | 10,333 |
| |
Palisades West LLC | | 125,638 |
| | 124,588 |
| | — |
| | — |
| | 83,132 |
| | 81,635 |
| | 43,348 |
| | 42,616 |
| |
CF Murfreesboro Associates | | 123,897 |
| | 125,668 |
| | 97,931 |
| | 98,922 |
| | 24,781 |
| | 24,810 |
| | 14,359 |
| | 14,421 |
| |
CP Venture LLC entities | | 102,165 |
| | 102,178 |
| | — |
| | — |
| | 99,385 |
| | 99,942 |
| | 3,284 |
| | 3,343 |
| |
MSREF/ Cousins Terminus 200 LLC | | 97,828 |
| | 92,421 |
| | 74,631 |
| | 68,562 |
| | 19,628 |
| | 17,967 |
| | 3,925 |
| | 3,593 |
| |
Cousins Watkins LLC | | 55,697 |
| | 56,096 |
| | 28,492 |
| | 28,571 |
| | 26,516 |
| | 26,893 |
| | 16,517 |
| | 16,321 |
| |
EP I LLC | | 44,743 |
| | 33,343 |
| | 5,438 |
| | 1 |
| | 33,123 |
| | 29,137 |
| | 27,978 |
| | 24,827 |
| |
Crawford Long - CPI, LLC | | 31,659 |
| | 32,739 |
| | 47,261 |
| | 47,631 |
| | (16,968 | ) | | (16,137 | ) | | (7,294 | ) | * | (6,873 | ) | * |
Ten Peachtree Place Associates | | 23,917 |
| | 22,523 |
| | 25,988 |
| | 26,192 |
| | (2,419 | ) | | (4,145 | ) | | (2,813 | ) | * | (3,679 | ) | * |
Wildwood Associates | | 21,224 |
| | 21,224 |
| | — |
| | — |
| | 21,185 |
| | 21,221 |
| | (1,658 | ) | * | (1,639 | ) | * |
Temco Associates, LLC | | 8,540 |
| | 23,653 |
| | 2,750 |
| | 2,787 |
| | 5,567 |
| | 20,646 |
| | 2,772 |
| | 7,363 |
| |
CL Realty, L.L.C. | | 7,497 |
| | 44,481 |
| | — |
| | 1,056 |
| | 7,289 |
| | 42,932 |
| | 3,644 |
| | 22,413 |
| |
TRG Columbus Development Venture, Ltd. | | 2,450 |
| | 2,450 |
| | — |
| | — |
| | 1,860 |
| | 1,857 |
| | 30 |
| | 31 |
| |
Terminus 200 LLC | | 789 |
| | 789 |
| | — |
| | — |
| | 789 |
| | 789 |
| | — |
| | — |
| |
Pine Mountain Builders, LLC | | 267 |
| | 429 |
| | — |
| | — |
| | 92 |
| | 153 |
| | 547 |
| | 632 |
| |
| | $ | 1,090,351 |
| | $ | 1,130,788 |
| | $ | 397,843 |
| | $ | 392,850 |
| | $ | 621,526 |
| | $ | 666,004 |
| | $ | 129,415 |
| | $ | 148,396 |
| |
*Negative balances are included in Deposits and Deferred Income on the Balance Sheets.
The following table summarizes statement of operations information of the Company's unconsolidated joint ventures for the three months ended March 31, 2012 and 2011 (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Revenues | | Net Income (Loss) | | Company's Share of Income (Loss) |
SUMMARY OF OPERATIONS: | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
CP Venture IV Holdings LLC | | $ | 7,533 |
| | $ | 7,727 |
| | $ | 749 |
| | $ | 905 |
| | $ | 241 |
| | $ | 263 |
|
Charlotte Gateway Village, LLC | | 8,016 |
| | 8,045 |
| | 2,336 |
| | 2,118 |
| | 294 |
| | 294 |
|
Palisades West LLC | | 4,106 |
| | 4,030 |
| | 1,497 |
| | 1,456 |
| | 717 |
| | 711 |
|
CF Murfreesboro Associates | | 3,327 |
| | 3,428 |
| | (28 | ) | | 113 |
| | (81 | ) | | (5 | ) |
CP Venture LLC entities | | 4,814 |
| | 4,826 |
| | 2,594 |
| | 2,504 |
| | 268 |
| | 259 |
|
MSREF/ Cousins Terminus 200 LLC | | 2,973 |
| | 938 |
| | (362 | ) | | (1,159 | ) | | (73 | ) | | (232 | ) |
Cousins Watkins LLC | | 1,235 |
| | 1,213 |
| | 45 |
| | 21 |
| | 610 |
| | 594 |
|
EP I LLC | | — |
| | — |
| | 71 |
| | — |
| | 53 |
| | — |
|
Crawford Long - CPI, LLC | | 2,944 |
| | 2,937 |
| | 669 |
| | 544 |
| | 334 |
| | 272 |
|
Ten Peachtree Place Associates | | 1,713 |
| | 1,931 |
| | 392 |
| | 300 |
| | 199 |
| | 154 |
|
Wildwood Associates | | — |
| | — |
| | (37 | ) | | (47 | ) | | (18 | ) | | (24 | ) |
Temco Associates, LLC | | 440 |
| | 59 |
| | (57 | ) | | (204 | ) | | (233 | ) | | (103 | ) |
CL Realty, L.L.C. | | 1,667 |
| | 1,662 |
| | 551 |
| | 657 |
| | (39 | ) | | 313 |
|
TRG Columbus Development Venture, Ltd. | | 9 |
| | 12 |
| | 3 |
| | — |
| | (1 | ) | | 17 |
|
Pine Mountain Builders, LLC | | — |
| | 1,064 |
| | (60 | ) | | (40 | ) | | (85 | ) | | (17 | ) |
| | $ | 38,777 |
| | $ | 37,872 |
| | $ | 8,363 |
| | $ | 7,168 |
| | $ | 2,186 |
| | $ | 2,496 |
|
In March 2012, CL Realty, L.L.C. and Temco Associates, LLC sold its interests in 18 residential development projects and related residential land to Forestar Realty Inc., its partner in both ventures. The Company's share of the proceeds from the sale was approximately $23.5 million.
In March 2012, the Ten Peachtree Place Associates joint venture entered into a contract to sell the Ten Peachtree Place office building in Atlanta, Georgia. The sale is scheduled to close in the second quarter of 2012 at a gain.
6. OTHER ASSETS
Other Assets on the Balance Sheets as of March 31, 2012 and December 31, 2011 included the following (in thousands):
|
| | | | | | | | |
| | March 31, 2012 | | December 31, 2011 |
Lease inducements, net of amortization of of $3,991 and $3,696 in 2012 and 2011, respectively | | $ | 12,016 |
| | $ | 12,219 |
|
Investment in Verde Realty | | 5,868 |
| | 5,868 |
|
FF&E and leasehold improvements, net of accumulated depreciation of $18,223 and $17,814 in 2012 and 2011, respectively | | 4,806 |
| | 4,736 |
|
Loan closing costs, net of accumulated amortization of $1,415 and $4,026 in 2012 and 2011, respectively | | 4,459 |
| | 1,435 |
|
Prepaid expenses and other assets | | 3,842 |
| | 2,168 |
|
Predevelopment costs and earnest money | | 1,277 |
| | 581 |
|
Intangible Assets: | | | | |
In-place leases, net of accumulated amortization of $3,532 and $2,833 in 2012 and 2011, respectively | | 15,443 |
| | 16,144 |
|
Goodwill | | 5,155 |
| | 5,155 |
|
Above market leases, net of accumulated amortization of $9,106 and $8,845 in 2012 and 2011, respectively | | 4,244 |
| | 4,414 |
|
| | $ | 57,110 |
| | $ | 52,720 |
|
Investment in Verde Realty relates to a cost method investment in a privately-held real estate investment trust. Goodwill relates entirely to the Office reportable segment. As office assets are sold, either by the Company or by joint ventures in which the Company has an ownership interest, a portion of goodwill is written off to the cost of each sale. There were no changes to goodwill during the 2012 or 2011 quarterly periods ending March 31.
7. NONCONTROLLING INTERESTS
The Company consolidates various joint ventures that are involved in the ownership and/or development of real estate. The accounting for the partners' share of the entity, some of which contain required redemption clauses, is described in Note 12 of
“Notes to Consolidated Financial Statements” in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.
In the first quarter 2012, the Company recorded an impairment loss related to The Avenue Collierville, which is owned in a consolidated entity where the noncontrolling partner has a redemption clause. The noncontrolling partner's share of this impairment loss was $2.0 million as reflected in the tables below. See Note 9 herein for additional information.
The following table details the components of Redeemable Noncontrolling Interests in consolidated entities for the three months ended March 31, 2012 and 2011 (in thousands):
|
| | | | | | | | |
| | Three Months Ended March 31, |
| | 2012 | | 2011 |
| | | | |
Beginning Balance | | $ | 2,763 |
| | $ | 14,289 |
|
Net loss attributable to redeemable noncontrolling interests | | (2,040 | ) | | (39 | ) |
Distributions to redeemable noncontrolling interests | | (428 | ) | | (5,243 | ) |
Change in fair value of redeemable noncontrolling interests | | — |
| | (54 | ) |
Ending Balance | | $ | 295 |
| | $ | 8,953 |
|
The following reconciles the net income or loss attributable to noncontrolling interests as shown in the Statements of Equity, which only includes nonredeemable interests, to the net income or loss attributable to noncontrolling interests as shown in the Statements of Operations, which includes both redeemable and nonredeemable interests, for the three months ended March 31, 2012 and 2011 (in thousands):
|
| | | | | | | | |
| | Three Months Ended March 31, |
| | 2012 | | 2011 |
Net income attributable to nonredeemable noncontrolling interests | | $ | (571 | ) | | $ | (620 | ) |
Net loss attributable to redeemable noncontrolling interests | | 2,040 |
| | 39 |
|
Net loss (income) | | $ | 1,469 |
| | $ | (581 | ) |
8. REPORTABLE SEGMENTS
The Company has five reportable segments: Office, Retail, Land, CPS Third Party Management and Leasing, and Other. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of product and the nature of service. Each segment includes both consolidated operations and joint ventures. The Office and Retail segments show the results for that product type. For these two segments, net operating income is calculated as rental property revenues less rental property operating expenses. The Land segment includes results of operations for certain land holdings and single-family residential communities that are sold as developed lots to homebuilders. Fee income and related expenses for the third party-owned properties which are managed or leased by the Company's CPS subsidiary are included in the CPS Third Party Management and Leasing segment. In prior years, the Company had an additional segment, the For-Sale Multi-Family Residential Unit segment, which included results of operations for the development and sale of multi-family real estate projects. The Company has sold substantially all of its multi-family residential units, and this line of business is no longer considered to be a separate reporting segment. The 2011 results for this segment are included in Other. The Other segment also includes:
| |
• | fee income for third party owned and joint venture properties, other than those managed by CPS, for which the Company performs management, development and leasing services; |
| |
• | compensation for corporate employees, other than those in the CPS Third Party Management and Leasing 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; |
| |
• | preferred dividends; and |
| |
• | operations of the Industrial properties, which were sold in 2011. |
Company management evaluates the performance of its reportable segments in part based on funds from operations available to common stockholders (“FFO”). FFO is a supplemental operating performance measure used in the real estate industry. The Company
calculated FFO using the National Association of Real Estate Investment Trusts' (“NAREIT”) definition of FFO, which is net income (loss) available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses on sale of or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts, investors and the Company as a supplemental measure of a REIT's operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of a REIT's operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes the use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance in part based on FFO. Additionally, the Company uses FFO, along with other measures, as a performance measure for incentive compensation to its officers and other key employees.
Segment net income, the balance of the Company's investment in joint ventures and the amount of capital expenditures are not presented in the following tables. Management does not utilize these measures when analyzing its segments or when making resource allocation decisions, and therefore this information is not provided. FFO is reconciled to net income (loss) on a total Company basis (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2012 | | Office | | Retail | | Land | | CPS Third Party Management and Leasing | | Other | | Total |
Net operating property income, including discontinued operations | | $ | 16,937 |
| | $ | 6,050 |
| | $ | — |
| | $ | — |
| | $ | 1 |
| | $ | 22,988 |
|
Fee income, net of reimbursed expenses | | — |
| | — |
| | — |
| | 2,409 |
| | 1,480 |
| | 3,889 |
|
Residential lot sales, net of cost of sales | | — |
| | — |
| | 385 |
| | — |
| | — |
| | 385 |
|
Other income | | — |
| | 192 |
| | — |
| | — |
| | 1,273 |
| | 1,465 |
|
Third party management and leasing expenses | | — |
| | — |
| | — |
| | (1,998 | ) | | — |
| | (1,998 | ) |
General and administrative expenses | | — |
| | — |
| | — |
| | — |
| | (6,623 | ) | | (6,623 | ) |
Interest expense | | — |
| | — |
| | — |
| | — |
| | (6,268 | ) | | (6,268 | ) |
Depreciation and amortization of non-real estate assets | | — |
| | — |
| | — |
| | — |
| | (364 | ) | | (364 | ) |
Separation expenses | | — |
| | — |
| | — |
| | — |
| | (213 | ) | | (213 | ) |
Other expenses | | — |
| | — |
| | — |
| | — |
| | (698 | ) | | (698 | ) |
Loss on extinguishment of debt | | — |
| | — |
| | — |
| | — |
| | (94 | ) | | (94 | ) |
Funds from operations from unconsolidated joint ventures | | 3,053 |
| | 2,152 |
| | (358 | ) | | — |
| | — |
| | 4,847 |
|
Income attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (574 | ) | | (574 | ) |
Provision for income taxes from operations | | — |
| | — |
| | — |
| | — |
| | (27 | ) | | (27 | ) |
Preferred stock dividends | | — |
| | — |
| | — |
| | — |
| | (3,227 | ) | | (3,227 | ) |
Funds from operations available to common stockholders | | $ | 19,990 |
| | $ | 8,394 |
| | $ | 27 |
| | $ | 411 |
| | $ | (15,334 | ) | | $ | 13,488 |
|
| | | | | | | | | | | | |
Real estate depreciation and amortization, including Company's share of joint ventures | | | | | | | | | | | | (16,553 | ) |
Impairment loss on depreciable investment property | | | | | | | | | | | | (12,233 | ) |
Noncontrolling interest related to gain on sale of depreciable investment property | | | | | | | | | | | | 2,043 |
|
Gain on sale of depreciable investment properties | | | | | | | | | | | | 143 |
|
Net loss available to common stockholders | | | | | | | | | | | | $ | (13,112 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2011 | Office | | Retail | | Land | | CPS Third Party Management and Leasing | | Other | | Total |
Net operating property income, including discontinued operations | $ | 15,250 |
| | $ | 5,737 |
| | $ | — |
| | $ | — |
| | $ | 1,049 |
| | $ | 22,036 |
|
Fee income, net of reimbursed expenses | — |
| | — |
| | — |
| | 1,840 |
| | 1,873 |
| | 3,713 |
|
Residential lot, outparcel and multi-family unit sales, net of cost of sales | — |
| | 50 |
| | 46 |
| | — |
| | 2,157 |
| | 2,253 |
|
Other income | 371 |
| | 24 |
| | — |
| | — |
| | 118 |
| | 513 |
|
Third party management and leasing expenses | — |
| | — |
| | — |
| | (1,845 | ) | | — |
| | (1,845 | ) |
General and administrative expenses | — |
| | — |
| | — |
| | — |
| | (7,400 | ) | | (7,400 | ) |
Interest expense | — |
| | — |
| | — |
| | — |
| | (7,544 | ) | | (7,544 | ) |
Impairment loss | — |
| | — |
| | — |
| | — |
| | (3,508 | ) | | (3,508 | ) |
Depreciation and amortization of non-real estate assets | — |
| | — |
| | — |
| | — |
| | (563 | ) | | (563 | ) |
Separation expenses | — |
| | — |
| | — |
| | — |
| | (101 | ) | | (101 | ) |
Other expenses | — |
| | — |
| | — |
| | — |
| | (862 | ) | | (862 | ) |
Funds from operations from unconsolidated joint ventures | 2,721 |
| | 2,241 |
| | 195 |
| | — |
| | 17 |
| | 5,174 |
|
Income attributable to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | (581 | ) | | (581 | ) |
Benefit for income taxes from operations | — |
| | — |
| | — |
| | — |
| | 64 |
| | 64 |
|
Preferred stock dividends | — |
| | — |
| | — |
| | — |
| | (3,227 | ) | | (3,227 | ) |
Funds from operations available to common stockholders | $ | 18,342 |
| | $ | 8,052 |
| | $ | 241 |
| | $ | (5 | ) | | $ | (18,508 | ) | | $ | 8,122 |
|
| | | | | | | | | | | |
Real estate depreciation and amortization, including Company's share of joint ventures | | | | | | | | | | | (15,654 | ) |
Loss on sale of depreciable investment properties, net of gains | | | | | | | | | | | (325 | ) |
Net loss available to common stockholders | | | | | | | | | | | $ | (7,857 | ) |
When reviewing the results of operations for the Company, management analyzes the following revenue and income items net of their related costs:
•Rental property operations, including discontinued;
•Reimbursements of third-party and joint venture personnel costs;
•Residential lots, tracts and outparcel sales;
•Multi-family unit sales; and
•Gains or losses on sales of investment properties.
These amounts are shown in the segment tables above in the same “net” manner as shown to management. Certain adjustments are required to reconcile the above segment information to the Company's consolidated revenues, including adjusting for gains on sales of investment properties, as these gains are not presented within revenues in the Statements of Operations. The following table reconciles information presented in the tables above to the Company's consolidated revenues (in thousands):
|
| | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2012 | | 2011 | |
Net operating property income, including discontinued operations | | $ | 22,988 |
| | $ | 22,036 |
| |
Plus rental property operating expenses | | 14,419 |
| | 12,886 |
| |
Fee income | | 3,889 |
| | 3,713 |
| |
Third party management and leasing expense reimbursements | | 2,302 |
| | 2,248 |
| |
Reimbursed expenses | | 1,376 |
| | 1,512 |
| |
Residential lot and multi-family unit sales, net of cost of sales, including gain on sale of undepreciated investment properties | | 385 |
| | 2,253 |
| |
Plus residential lot, multi-family unit and outparcel cost of sales | | 564 |
| | 2,569 |
| |
Net operating income from discontinued operations not included in revenues | | (224 | ) | | (2,243 | ) | |
Other income | | 1,465 |
| | 513 |
| |
Total consolidated revenues | | $ | 47,164 |
| | $ | 45,487 |
| |
9. PROPERTY TRANSACTIONS AND INFORMATION
Discontinued Operations
Accounting rules require that the gains and losses from the disposition of certain real estate assets and related historical results of operations of certain disposed of or held-for-sale assets be included in a separate section, Discontinued Operations, in the Statements of Operations for all periods presented. In addition, assets and liabilities of held-for-sale properties, as defined, are required to be separately categorized on the Balance Sheet in the period that those properties are deemed held for sale.
In the first quarter 2012, the Company entered into a contract to sell Galleria 75, a 111,000 square foot office building in Atlanta, Georgia, which is anticipated to close in the second quarter of 2012 at a gain. This transaction met the requirements of a held-for-sale property, and, consequently, the assets of Galleria 75 were separately presented on the Balance Sheet at March 31, 2012 (there were no significant liabilities). In addition, the results of operations for each of the periods presented are included in Discontinued Operations on the accompanying Statements of Operations. In February 2011, the Company sold Jefferson Mill Business Park Building A, a 459,000 square foot industrial property in suburban Atlanta, Georgia, for $22.0 million, which met the criteria for presentation as a Discontinued Operation.
The components of Discontinued Operations and the gains and losses on property sales for the three months ended March 31, 2012 and 2011 are as follows (in thousands):
|
| | | | | | | |
| Three Months Ended March 31, |
| 2012 | | 2011 |
Rental property revenues | $ | 309 |
| | $ | 3,614 |
|
Rental property operating expenses | (85 | ) | | (1,371 | ) |
Depreciation and amortization | (120 | ) | | (1,426 | ) |
Income from discontinued operations | $ | 104 |
| | $ | 817 |
|
| | | |
Gain (loss) on sale of investment properties: | | | |
Jefferson Mill Business Park Building A | $ | — |
| | $ | (394 | ) |
Other | 86 |
| | 10 |
|
| $ | 86 |
| | $ | (384 | ) |
Impairment Loss
In April 2012, the Company executed a contract and obtained management approval to sell The Avenue Collierville ("Collierville"), a 511,000 square foot retail center in suburban Memphis, Tennessee. Collierville is owned in a joint venture which the Company consolidates, with the partner's share of the venture recorded in redeemable noncontrolling interests on Balance Sheets. The cost basis of the project exceeded the contract sales price of approximately $55 million, and the Company recorded an impairment loss of $12.2 million in the first quarter of 2012 in order for the basis of Collierville to approximate the contract price. This impairment is considered to be a Level 3 under the fair value rules, as unobservable market inputs were used. The noncontrolling partner's share of the impairment loss was $2.0 million, which was recorded in Net Loss (Income) Attributable to Noncontrolling Interests in the 2012 Statement of Operations. The sale closed in the second quarter of 2012.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview:
Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Cousins Real Estate Corporation (“CREC”) is a taxable entity wholly-owned by and consolidated with Cousins. CREC owns, develops, and manages its own real estate portfolio and performs certain real estate related services for other parties.
Cousins, CREC and their subsidiaries (collectively, the “Company”) develop, acquire, manage and own primarily office and retail real estate projects in Georgia, Texas and North Carolina. As of March 31, 2012, the Company's portfolio of real estate assets consisted of interests in 7.8 million square feet of office space, 4.8 million square feet of retail space, and two projects under development. The Company also had interests in both commercial and residential land tracts, as well as single-family lots in residential projects. The Company also provides leasing and/or management services to approximately 13 million square feet of office and retail space owned by third parties.
During the first quarter of 2012, the Company leased or renewed 179,000 square feet of office space and 136,000 square feet of retail space and its leasing percentage remained generally consistent with that of year end 2011. Over this period, there was flat to modest employment growth in the Company's Atlanta and North Carolina markets resulting in no significant increase in demand for office space and no significant increases in rental rates or reductions in concessions. By contrast, the Company's Texas markets have experienced lower unemployment and positive job growth since the first quarter of 2011. With respect to the Company's retail portfolio, tenant sales in its properties have increased and consumer confidence has improved overall. Management believes leasing economics may marginally improve as a result.
The Company made progress in the first quarter of 2012 in executing its strategy of simplification by selling and placing under contract a number of non-core assets. The Company closed the previously announced sale of its interest in 18 residential projects held in its residential joint ventures. Proceeds to the Company from this transaction were approximately $23.5 million. The Company executed a contract to sell Galleria 75 and, through a joint venture, executed a contract to sell Ten Peachtree Place. the Company expects these sales to close in the second quarter of 2012. In addition, subsequent to the end of the first quarter of 2012, the Company sold The Avenue Collierville for $55.0 million.
The Company also improved its balance sheet by amending and extending its $350 million credit facility during the quarter. In addition to extending the maturity date of the facility to 2016, the Company also reduced the spread over LIBOR it pays in interest under the facility. The Company also closed a 3.35%, fixed rate, $100 million mortgage note secured by the 191 Peachtree Tower building. The note matures in 2018 and is interest only until May 2016. Immediately following the end of the first quarter of 2012, the Company repaid in full, without penalty, its 5.39%, $24.4 million mortgage note secured by its 100 and 200 North Point Center East buildings. These financing transactions will reduce overall interest expense and extend the average maturities of the Company's debt.
During the first quarter, the Company made progress on the construction and pre-leasing of its two development projects and in re-positioning its recently acquired Promenade building. Management continues to seek additional investment opportunities that capitalize on its leasing, asset management and development core competencies.
Results of Operations:
Rental Property Revenues. Rental property revenues increased approximately $4.5 million (14%) in the three month 2012 period compared to the 2011 period due to:
| |
• | Increase of $4.0 million due to the 2011 acquisition of the Promenade office building; |
| |
• | Increase of $700,000 at The Avenue Forsyth primarily due to an increase in the weighted average economic occupancy from 67% to 89% between the 2011 and 2012 periods; and |
| |
• | Decrease of $381,000 at 555 North Point Center East as a result of an decrease in average economic occupancy from 98% to 58% between the 2011 and 2012 periods. |
Fee Income. The Company generates fee income generally through the leasing, management and development of properties owned by joint ventures in which the Company has an ownership interest and from certain other third party owners. Fee income decreased approximately $529,000 (16%) between the three month 2012 and 2011 periods, mainly due to a decrease in leasing fees of $221,000 from the MSREF/Terminus 200 LLC (“MSREF/T200”) venture.
Third Party Management and Leasing Revenues. Third party management and leasing revenues represent fees and expense reimbursements from the Company's wholly-owned subsidiary, Cousins Properties Services, which performs management and leasing services for certain third party owned office and retail properties. These revenues increased $623,000 (15%) between the three month 2012 and 2011 periods, primarily due to an increase in leasing. Leasing fees fluctuate based on the rollover activity at individual properties and the overall supply and demand for leased office and retail space within individual markets.
Multi-family Residential Unit Sales net of Cost of Sales. Multi-family residential unit sales, net of cost of sales, decreased $2.2 million between the three month 2012 and 2011 periods. In the 2011 period, the Company closed five condominium units at the 10 Terminus Place project. Revenue recognition has not occurred for two remaining units at this project, which are currently under contract with a late 2012 closing expected.
Residential Lot Sales net of Cost of Sales. Residential lot sales, net of cost of sales, increased approximately $300,000 due to an increase in residential lot sales between the three month 2012 and 2011 periods. There were no outparcel sales in the 2012 or 2011 periods.
Other Income. Other income increased $952,000 between the three month 2012 and 2011 periods. During the first quarter of 2012, the Company received $1.0 million from its partner in Glenmore Garden Villas, LLC (“Glenmore”), a joint venture which was formed to construct a townhome project in Charlotte, North Carolina. In 2010, the project was sold, the debt was partially repaid with proceeds from the sale, and the remaining guaranteed debt balance was repaid by the Company. In 2012, the Company received a reimbursement of $1.0 million from the partner for payments made on their behalf, which was recorded in Other Income.
Rental Property Operating Expenses. Rental property operating expenses increased $1.5 million (12%) between the three month 2012 and 2011 periods primarily due to the following:
| |
• | Increase of $2.0 million as a result of the acquisition of Promenade in 2011; |
| |
• | Decrease of $313,000 at 191 Peachtree Tower, due to a decrease in property taxes and utilities between the periods; and |
| |
• | Decrease of $184,000 at The Avenue Collierville, due to lower bad debt and marketing expenses between the periods. |
General and Administrative Expense (“G&A”). G&A expense decreased approximately $777,000 (11%) between the three month 2012 and 2011 periods, primarily as a result of the following:
| |
• | Decrease of approximately $527,000 in salaries and benefits due to a decrease in employees between the periods; and |
| |
• | Decrease of $206,000 due to a decrease in professional fees between the periods. |
Interest Expense. Interest expense decreased approximately $1.3 million (17%) in the three month 2012 and 2011 periods due to the following:
| |
• | Decrease of approximately $976,000 resulting from the repayment of the 333/555 North Point Center East, 600 University Park Place and Lakeshore Park Plaza mortgage notes in 2011; and |
| |
• | Decrease of approximately $426,000 from increased capitalized interest, as the Company began capitalizing interest to two new development projects in the latter part of 2011. |
Impairment Losses. In the first quarter 2012, the Company recorded an impairment loss of $12.2 million on The Avenue Collierville, as this property was placed under contract in April 2012 at a sales price less than its cost basis. In the first quarter of 2011, the Company recorded an impairment loss of $3.5 million on its investment in Verde Realty, a cost method investment in a privately-held real estate investment trust.
Depreciation and Amortization. Depreciation and amortization increased approximately $2.0 million (17%) between the 2012 and 2011 periods primarily due to the 2011 acquisition of the Promenade office building.
Income from Unconsolidated Joint Ventures. Income from unconsolidated joint ventures decreased approximately $310,000 (12%) in the three month 2012 period compared to the same 2011 period respectively, due to the following (all amounts discussed reflect the Company's share of joint venture income based on its ownership interest in each joint venture):
| |
• | Decrease in income from CL Realty and Temco of approximately $482,000 between the three month 2012 and 2011 periods due to an increase in holding costs of approximately $200,000 in 2012 compared to 2011, and a decrease from CL Realty of approximately $200,000 from lower mineral rights revenues between the periods; and |
| |
• | Increase in income of approximately $159,000 between the three month 2012 and 2011 periods from MSREF/T200 due to an increase in the weighted average economic occupancy from 23% in 2011 to 87% in 2012. |
Income from Discontinued Operations. Income from discontinued operations decreased $243,000 between the three month 2012 and 2011 periods. In the first quarter of 2012, the Company entered into a contract to sell Galleria 75, a 111,000 square foot office building in Atlanta, Georgia, expected to close in the second quarter of 2012. In February 2011, the Company sold Jefferson Mill Business Park Building A, a 459,000 square foot industrial property in suburban Atlanta, Georgia, for a sales price of $22.0 million and a capitalization rate of approximately 7%. Capitalization rates are generally calculated by dividing projected annualized cash flows by the sales price. The number, size and timing of the asset sales which qualify as discontinued operations change from period to period, causing the fluctuation of the amounts in discontinued operations.
Net Loss (Income) Attributable to Noncontrolling Interests. The Company consolidates certain entities and allocates the partner's share of those entities' results to Net Income Attributable to Noncontrolling Interests on the Statement of Operations. The noncontrolling interests' share of the Company's net loss increased $2.1 million between the 2012 and 2011 periods. As
discussed above, the Company recorded an impairment loss at The Avenue Collierville, which is owned in a consolidated joint venture, and the noncontrolling interest's share of the loss was approximately $2.0 million.
Funds From Operations. The table below shows Funds from Operations Available to Common Stockholders (“FFO”) and the related reconciliation to net income (loss) available to common stockholders for the Company. The Company calculates FFO in accordance with the National Association of Real Estate Investment Trusts' ("NAREIT") definition, which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.
FFO is used by industry analysts and investors as a supplemental measure of a REIT's operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance in part based on FFO. Additionally, the Company uses FFO, along with other measures, as a performance measure for incentive compensation to its officers and other key employees. The reconciliation of net loss available to common stockholders to FFO is as follows for the three months ended March 31, 2012 and 2011 (in thousands, except per share information):
|
| | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2012 | | 2011 | |
Net Loss Available to Common Stockholders | | $ | (13,112 | ) | | $ | (7,857 | ) | |
Depreciation and amortization: | | | | | |
Consolidated properties | | 14,136 |
| | 12,113 |
| |
Discontinued properties | | 120 |
| | 1,426 |
| |
Share of unconsolidated joint ventures | | 2,666 |
| | 2,683 |
| |
Depreciation of furniture, fixtures and equipment: | | | | | |
Consolidated properties | | (364 | ) | | (563 | ) | |
Share of unconsolidated joint ventures | | (5 | ) | | (5 | ) | |
Impairment loss on depreciable investment property, net of noncontrolling interest | | 10,190 |
| | — |
| |
Gain on sale of investment properties: | | | | | |
Consolidated | | (57 | ) | | (59 | ) | |
Discontinued properties | | (86 | ) | | 384 |
| |
Funds From Operations Available to Common Stockholders | | $ | 13,488 |
| | $ | 8,122 |
| |
| | | | | |
Per Common Share — Basic and Diluted: | | | | | |
Net Loss Available | | $ | (0.13 | ) | | $ | (0.08 | ) | |
| | | | | |
Funds From Operations | | $ | 0.13 |
| | $ | 0.08 |
| |
| | | | | |
Weighted Average Shares — Basic | | 104,000 |
| | 103,515 |
| |
Weighted Average Shares — Diluted | | 104,000 |
| | 103,530 |
| |
Liquidity and Capital Resources:
The Company's primary liquidity sources are:
•Net cash from operations;
•Borrowings under its Credit Facility;
•Sales of assets;
•Proceeds from mortgage notes payable;
•Proceeds from equity offerings; and
•Joint venture formations.
The Company's primary liquidity uses are:
•Payments of tenant improvements and other leasing costs;
•Principal and interest payments on debt obligations;
•Dividends to common and preferred stockholders;
•Corporate expenses;
•Property acquisitions; and
•Expenditures on predevelopment and development projects.
Financial Condition
During 2012 and 2011, the Company improved its financial position by reducing leverage, extending maturities, replacing higher cost mortgage notes with lower cost financing and modifying its Credit Facility, all of which increased overall financial flexibility. The Company expects to fund its current commitments over the next 12 months with net cash flows from operations, borrowings under its Credit Facility, borrowings under new or renewed mortgage loans and proceeds from the sale of assets. The Company amended its $350 million Credit Facility in the first quarter of 2012, extending the maturity from August 2012 to February 2016, with a one-year extension under certain situations and adding an accordion feature up to $500 million. The Company had a $24 million fixed-rate mortgage loan maturing in June 2012, which was prepaid in April 2012. There are no other significant maturities for the remainder of 2012.
The Company anticipates selling a significant number of residential projects and parcels of undeveloped land over the next several years, which is expected to provide cash proceeds, as well as reduce outlays previously anticipated to be needed in order to hold and/or develop these assets.
The Company may also seek additional capital to fund its activities that may include joint venture formation with third parties and/or the issuance of common or preferred equity. Relative to prior years, the Company's new investment commitments have decreased. The Company commenced two new development projects and acquired an operating office building in 2011. The Company could make additional acquisitions or commence new project developments during 2012, if opportunities arise. The Company also has commitments under current leases to fund tenant assets and anticipates incurring additional tenant costs in the remainder of 2012 based on lease-up expectations.
Contractual Obligations and Commitments
At March 31, 2012, the Company was subject to the following contractual obligations and commitments (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | Total | | Less than 1 Year | | 1-3 Years | | 3-5 Years | | More than 5 years |
Contractual Obligations: | | | | | | | | | | |
Company debt: | | | | | | | | | | |
Unsecured Credit Facility and construction facility | | |