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Property Transactions
12 Months Ended
Dec. 31, 2014
Property Transactions [Abstract]  
PROPERTY TRANSACTIONS
Dispositions
In 2014, the FASB issued new guidance related to the presentation of discounted operations. See note 2 for further information. The new guidance applies to assets that are sold or meet the criteria for held for sale after the date of adoption. The Company adopted the new standard in 2014; and as a result, two of the Company's properties that were sold subsequent to the adoption that under the previous guidance would have been considered discontinued operations are not considered discontinued operations under the new guidance.
The Company sold the following properties in 2014, 2013, and 2012. The results of operations of the properties noted as discontinued operations are included in a separate section discontinued operations, in the statements of operations for all periods presented ($ in thousands):
Property
 
Property Type
 
Location
 
Square Feet
 
Sales Price
 
Discontinued Operations
2014
 
 
 
 
 
 
 
 
 
 
777 Main
 
Office
 
Ft. Worth, TX
 
980,000

 
$
167,000

 
No
Lakeshore Park Plaza
 
Office
 
Birmingham, AL
 
197,000

 
$
25,000

 
Yes
Mahan Village
 
Retail
 
Tallahassee, FL
 
147,000

 
$
29,500

 
No
600 University Park Place
 
Office
 
Birmingham, AL
 
123,000

 
$
19,700

 
Yes
2013
 
 
 
 
 
 
 
 
 
 
Tiffany Springs MarketCenter
 
Retail
 
Kansas City, MO
 
238,000

 
$
53,500

 
Yes
Inhibitex
 
Office
 
Atlanta, GA
 
51,000

 
$
8,300

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

 
$
119,000

 
Yes
The Avenue Collierville
 
Retail
 
Memphis, TN
 
511,000

 
$
55,000

 
Yes
The Avenue Webb Gin
 
Retail
 
Atlanta, GA
 
322,000

 
$
59,600

 
Yes
Galleria 75
 
Office
 
Atlanta, GA
 
111,000

 
$
9,200

 
Yes
Cosmopolitan Center
 
Office
 
Atlanta, GA
 
51,000

 
$
7,000

 
Yes

In addition, the Company sold its third party management and leasing business in 2012. The operations of this business are presented as discontinued operations in the accompanying statements of operations. The Company recognized a gain on the sale of its third party management and leasing business of $7.5 million in 2012 and an additional gain of $4.6 million in 2013. The additional gain was based on the performance of the business for the year subsequent to the sale.
The following table details the components of income from discontinued operations for the years ended December 31, 2014, 2013 and 2012 (in thousands):
 
 
 
2014
 
2013
 
2012
Rental property revenues
 
$
2,927

 
$
10,552

 
$
33,918

Other revenues
 
29

 
40

 
3,557

Third party management and leasing revenues
 

 
76

 
16,364

Third party management and leasing expenses
 

 
(99
)
 
(13,678
)
Impairment losses
 

 

 
(13,791
)
Depreciation and amortization
 

 
(3,083
)
 
(13,479
)
Other expenses
 
(28
)
 
(25
)
 
(49
)
Rental property operating expenses
 
(1,128
)
 
(4,162
)
 
(10,935
)
Income from discontinued operations
 
$
1,800

 
$
3,299

 
$
1,907


Gains (losses) related on sales of discontinued operations are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): 
 
 
2014
 
2013
 
2012
Lakeshore Park Plaza
 
$
13,025

 
$

 
$

600 University Park Place
 
6,334

 

 

The Avenue Forsyth
 
1

 
(77
)
 
4,508

Inhibitex
 
2

 
2,989

 

Tiffany Springs MarketCenter
 
(1
)
 
3,697

 

Third party management and leasing business
 
(3
)
 
4,577

 
7,459

Cosmopolitan Center
 

 

 
2,064

The Avenue Webb Gin
 

 
(2
)
 
3,590

Other
 

 
305

 
786

Gain on sale of discontinued operations, net
 
$
19,358

 
$
11,489

 
$
18,407


Acquisitions
In 2014, the Company acquired Northpark Town Center, a 1.5 million square foot office asset located in Atlanta, Georgia. The gross purchase price for this property was $348.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $643,000 in acquisition and related costs associated with this acquisition.
In 2014, the Company acquired Fifth Third Center, a 698,000 square foot Class A office tower located in the Charlotte, North Carolina central business district. The gross purchase price for this property was $215.0 million, before adjustments for customary closing costs and other closing credits. The Company incurred $328,000 in acquisition and related costs associated with this acquisition.
In 2013, the Company acquired Greenway Plaza, a 10-building, 4.3 million square foot office complex in Houston, Texas, and 777 Main, a 980,000 square foot Class A office building in the central business district of Fort Worth, Texas (collectively the “Texas Acquisition”). The aggregate purchase price for the Texas Acquisition was $1.1 billion, before adjustment for brokers fees, transfer taxes and other customary closing costs.
In conjunction with the Texas Acquisition, the Company entered into a $950 million Loan Agreement with JPMorgan Chase Bank, N.A. and Bank of America, N.A. (the "Term Loan") to assist, if necessary, in the funding of the Texas Acquisition. The Term Loan was not used to finance the Texas Acquisition and, pursuant to the agreement, terminated on the acquisition date. The Company incurred fees and other costs associated with the Term Loan of $2.6 million. In addition, the Company incurred $4.2 million in other acquisition costs related to the Texas Acquisition. The term loan costs and other acquisition costs are included in acquisition and related costs on the statement of operations.
In 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 and related costs associated with this acquisition.
In 2013, the Company purchased the remaining 80% interest in MSREF/ Cousins Terminus 200 LLC 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. The Company incurred $122,000 in acquisition and related costs associated with these transactions. 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. TOH is an unconsolidated joint venture of the Company (see note 5).
Concurrent with the Terminus 100 and 200 transactions, 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 and related costs associated with this acquisition.
In 2012, the Company purchased 2100 Ross Avenue, a 844,000 square foot Class-A office building in the Arts District submarket of Dallas, Texas, and paid cash of $59.2 million. The Company incurred $408,000 in acquisition and related costs associated with this purchase.
The following tables summarize allocations of the estimated fair values of the assets and liabilities of the acquisitions discussed above (in thousands):
 
 
Northpark Town Center
 
Fifth Third Center
 
Post Oak Central
 
Terminus 200
 
816 Congress Avenue
 
Texas Acquisition
 
2100 Ross Avenue
Tangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and improvements
 
$
24,577

 
$
22,863

 
$
88,406

 
$
25,040

 
$
6,817

 
$
306,563

 
$
5,987

Building
 
274,151

 
163,649

 
118,470

 
101,472

 
86,391

 
586,150

 
36,705

Tenant improvements
 
21,674

 
16,781

 
10,877

 
17,600

 
3,500

 
114,220

 
9,034

Other assets
 

 
1,014

 

 
101

 

 

 

Deferred rents receivable
 

 

 

 
44

 

 

 

Tangible assets
 
320,402

 
204,307

 
217,753

 
144,257

 
96,708

 
1,006,933

 
51,726

Intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Above-market leases
 
2,846

 
632

 
995

 
1,512

 
89

 
4,959

 
3,267

In-place leases
 
30,159

 
17,096

 
26,968

 
14,355

 
8,222

 
117,630

 
8,888

Below-market ground leases
 

 
338

 

 

 

 
2,958

 

Ground lease purchase option
 

 

 

 

 
2,403

 

 

Total intangible assets
 
33,005

 
18,066

 
27,963

 
15,867

 
10,714

 
125,547

 
12,155

Tangible liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 

 
(1,026
)
 

 

 

 

 

Total tangible liabilities
 

 
(1,026
)
 

 

 

 

 

Intangible liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Below-market leases
 
(8,018
)
 
(9,374
)
 
(14,792
)
 
(9,273
)
 
(2,820
)
 
(47,170
)
 
(436
)
Above-market ground lease
 

 

 

 

 
(1,981
)
 
(2,508
)
 

Total intangible liabilities
 
(8,018
)
 
(9,374
)
 
(14,792
)
 
(9,273
)
 
(4,801
)
 
(49,678
)
 
(436
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total net assets acquired
 
$
345,389

 
$
211,973

 
$
230,924

 
$
150,851

 
$
102,621

 
$
1,082,802

 
$
63,445


See note 6 for a schedule of the timing of amortization of the intangible assets and liabilities and the weighted average amortization periods.
The following unaudited supplemental pro forma information is presented for the years ended December 31, 2014 and 2013, respectively. The pro forma information is based upon the Company's historical consolidated statements of operations, adjusted as if the Northpark Town Center, Post Oak Central, Terminus, 816 Congress Avenue and the Texas Acquisition 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.
 
 
2014
 
2013
 
 
(unaudited, in thousands, except per share amounts)
Revenues
 
$
388,791

 
$
354,047

Income from continuing operations
 
31,695

 
119,825

Net income
 
52,853

 
134,613

Net income available to common stockholders
 
45,364

 
116,881

Per share information:
 
 
 
 
Basic
 
$
0.22

 
$
0.62

Diluted
 
$
0.22

 
$
0.62