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Property Transactions
6 Months Ended
Jun. 30, 2013
Property Transactions and Information [Abstract]  
PROPERTY TRANSACTIONS AND INFORMATION
PROPERTY TRANSACTIONS

Discontinued Operations
Accounting rules require that the historical operating results of held-for-sale or sold assets which meet certain accounting rules be included in a separate section, discontinued operations, in the statements of operations for all periods presented. If the asset is sold, the related gain or loss on sale is also included in discontinued operations. In addition, assets and liabilities of held-for-sale properties, as defined, are required to be separately categorized on the balance sheet.
In the second quarter of 2013, the Company entered into a contract to sell Tiffany Springs MarketCenter and the Company, therefore, reclassified the results of operations of Tiffany Springs MarketCenter to discontinued operations and reclassified the related assets to Operating Properties and Related Assets Held for Sale on the balance sheet.
The following properties which were held-for-sale in 2013 or sold in 2012 met the criteria for discontinued operations presentation ($ in thousands):
Property
 
Property Type
 
Location
 
Square Feet
 
Sales Price
2013:
 
 
 
 
 
 
 
 
Tiffany Springs MarketCenter
 
Retail
 
Kansas City, MO
 
238,000

 
Held-for-sale

Inhibitex
 
Office
 
Atlanta, GA
 
51,000

 
Held-for-sale

2012:
 
 
 
 
 
 
 
 
The Avenue Forsyth
 
Retail
 
Atlanta, GA
 
524,000

 
$
119,000

The Avenue Collierville
 
Retail
 
Memphis, TN
 
511,000

 
55,000

The Avenue Webb Gin
 
Retail
 
Atlanta, GA
 
322,000

 
59,600

Galleria 75
 
Office
 
Atlanta, GA
 
111,000

 
9,200

Cosmopolitan Center
 
Office
 
Atlanta, GA
 
51,000

 
7,000

Inhibitex
 
Office
 
Atlanta, GA
 
51,000

 
Held-for-sale


In addition, the Company sold its third party management and leasing business in 2012.  As a result, the operations of this business are presented as discontinued operations in the accompanying statements of operations.
The components of discontinued operations and the gains and losses on property sales for the three and six months ended June 30, 2013 and 2012 are as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Income (loss) from discontinued operations:
 
 
 
 
 
 
 
Rental property revenues
$
1,311

 
$
7,753

 
$
2,687

 
$
16,946

Fee income
3

 
6,029

 
77

 
10,740

Other income

 
13

 

 
205

Rental property operating expenses
(474
)
 
(2,663
)
 
(1,046
)
 
(5,318
)
Reimbursed expenses

 
(2,354
)
 

 
(4,656
)
General and administrative expenses
(27
)
 
(2,254
)
 
(79
)
 
(4,253
)
Depreciation and amortization
(524
)
 
(2,967
)
 
(1,033
)
 
(7,210
)
Impairment losses

 

 

 
(12,233
)
Other expenses
(9
)
 
(14
)
 
(13
)
 
(32
)
Income (loss) from discontinued operations
$
280

 
$
3,543

 
$
593

 
$
(5,811
)
 

 

 
 
 
 
Gain on sale of discontinued operations:
 
 
 
 
 
 
 
King Mill
$
89

 
$
88

 
$
208

 
$
175

Galleria 75

 
547

 

 
546

The Avenue Collierville

 
86

 

 
86

Lakeside

 
(51
)
 

 
(51
)
Other
(3
)
 
4

 
(27
)
 
4

Gain on sale of discontinued operations
$
86

 
$
674

 
$
181

 
$
760



816 Congress Avenue Acquisition
In April 2013, the Company acquired 816 Congress Avenue, a 435,000 square-foot Class-A office property located in the central business district of Austin, Texas. The purchase price for this property, net of rent credits, was $102.4 million. The Company incurred $342,000 in acquisition costs related to this acquisition, which were recorded in other expense in the statements of operations.
The following table summarizes the preliminary allocations of the estimated fair values of the assets and liabilities of 816 Congress Avenue (in thousands):
Tangible assets:
 
 
Land and improvements
 
$
6,817

Building
 
86,391

Tenant improvements
 
3,500

Tangible assets
 
96,708

 
 
 
Intangible assets:
 
 
Above-market leases
 
89

In-place leases
 
8,222

Ground lease purchase option
 
2,403

Total intangible assets
 
10,714

 
 
 
Intangible Liabilities:
 
 
Below-market leases
 
(2,820
)
  Above-market ground lease
 
(1,981
)
Total intangible liabilities
 
(4,801
)
 
 
 
Total net assets acquired
 
$
102,621


Post Oak Central/ Terminus Transactions
In February 2013, the Company purchased the 80% interest in MSREF/ Cousins Terminus 200 LLC it did not already own for $53.8 million and simultaneously repaid the mortgage loan secured by the Terminus 200 property in the amount of $74.6 million. The Company recognized a gain of $19.7 million on this acquisition achieved in stages. Immediately thereafter, the Company contributed its interest in the Terminus 200 property and its interest in the Terminus 100 property, together with the existing mortgage loan secured by the Terminus 100 property, to a newly-formed entity, Terminus Office Holdings LLC (“TOH”), and sold 50% of TOH to institutional investors advised by J.P. Morgan Asset Management for $112.2 million. The Company recognized a gain of $37.1 million on this transaction. In March 2013, Terminus Venture T200 LLC, an affiliate of TOH, closed a new mortgage loan on the Terminus 200 property in the amount of $82.0 million, and the Company received a distribution of $39.2 million from TOH as a result. The Company accounts for its interest in TOH under the equity method because both partners have the ability to participate in and approve major decisions of the venture and, therefore, have substantive participating rights in the venture. 
Concurrently, the Company purchased Post Oak Central, a 1.3 million square-foot, Class-A office complex in the Galleria district of Houston, Texas for $230.9 million, net of rent credits, from an affiliate of J.P. Morgan Asset Management. The Company incurred $231,000 in acquisition costs related to this purchase, which were recorded in other expense on the statements of operations.
The following tables summarize preliminary allocations of the estimated fair values of the assets and liabilities of Terminus 200 and Post Oak Central acquired in this series of transactions (in thousands):
 
Post Oak Central
 
Terminus 200
Tangible assets:
 
 
 
Land and improvements
$
88,406

 
$
25,040

Building
118,470

 
101,472

Tenant improvements
10,877

 
17,600

Other assets

 
101

Deferred rents receivable

 
44

Tangible assets
217,753

 
144,257

 
 
 
 
Intangible assets:
 
 
 
Above-market leases
995

 
1,512

In-place leases
26,968

 
14,355

Total intangible assets
27,963

 
15,867

 
 
 
 
Intangible Liabilities:
 
 
 
Below-market leases
(14,792
)
 
(9,273
)
 
 
 
 
Total net assets acquired
$
230,924

 
$
150,851


The following supplemental pro forma information is presented for the three and six months ended June 30, 2013 and 2012, respectively. The pro forma information is based upon the Company's historical consolidated statements of operations, adjusted as if the Post Oak Central and Terminus transactions discussed above had occurred at the beginning of each of the periods presented. The supplemental pro forma information is not necessarily indicative of future results or of actual results that would have been achieved had the transactions been consummated at the beginning of each period.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
2013
 
2012

(in thousands, except per share amounts)
Revenues
$
44,158

 
$
34,845

 
$
85,263

 
$
70,572

Income (loss) from continuing operations
453

 
6,632

 
57,618

 
5,163

Net income (loss)
819

 
10,849

 
58,415

 
113

Net income (loss) available to common stockholders
(5,579
)
 
7,020

 
48,283

 
(5,474
)
Per share information:
 
 
 
 
 
 
 
Basic
$
(0.05
)
 
$
0.07

 
$
0.43

 
$
(0.05
)
Diluted
$
(0.05
)
 
$
0.07

 
$
0.43

 
$
(0.05
)