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Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The following information summarizes financial data and principal activities of the Company’s unconsolidated joint ventures. The information included in the following table entitled summary of financial position is as of December 31, 2015 and 2014. The information included in the summary of operations table is for the years ended December 31, 2015, 2014, and 2013 (in thousands).
 
 
Total Assets
 
Total Debt
 
Total Equity (Deficit)
 
Company's Investment
 
SUMMARY OF FINANCIAL POSITION:
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
Terminus Office Holdings
$
277,444

 
$
288,415

 
$
211,216

 
$
213,640

 
$
56,369

 
$
62,830

 
$
29,110

 
$
32,323

 
EP I LLC
83,115

 
85,228

 
58,029

 
58,029

 
24,172

 
26,671

 
21,502

 
22,905

 
EP II LLC
70,704

 
42,772

 
40,910

 
12,735

 
24,331

 
24,969

 
19,118

 
19,905

 
Charlotte Gateway Village, LLC
123,531

 
130,272

 
17,536

 
35,530

 
104,336

 
92,808

 
11,190

 
11,218

 
HICO Victory Center LP
13,532

 
10,450

 

 

 
13,229

 
10,450

 
9,138

 
7,572

 
Carolina Square Holdings LP
15,729

 

 

 

 
12,085

 

 
6,782

 

 
CL Realty, L.L.C.
7,872

 
7,264

 

 

 
7,662

 
7,042

 
3,515

 
3,546

 
HICO Avalon LLC
2,107

 

 

 

 
1,646

 

 
1,245

 

 
Temco Associates, LLC
5,284

 
6,910

 

 

 
5,133

 
6,709

 
977

 
3,027

 
Wildwood Associates
16,419

 
16,400

 

 

 
16,354

 
16,389

 
(1,122
)
(1)
(1,106
)
(1)
Crawford Long - CPI, LLC
29,143

 
29,946

 
74,286

 
75,000

 
(46,238
)
 
(45,762
)
 
(22,021
)
(1)
(21,931
)
(1)
Other

 
1,411

 

 

 

 
979

 

 
2

 
 
$
644,880

 
$
619,068

 
$
401,977

 
$
394,934

 
$
219,079

 
$
203,085

 
$
79,434

 
$
77,461

 
 
 
Total Revenues
 
Net Income (Loss)
 
Company's Share of Net 
Income (Loss)
SUMMARY OF OPERATIONS:
2015
 
2014
 
2013
 
2015
 
2014
 
2013
 
2015
 
2014
 
2013
Terminus Office Holdings
$
40,250

 
$
39,531

 
$
33,109

 
$
2,789

 
$
663

 
$
(408
)
 
$
1,395

 
$
308

 
$
(182
)
EP I LLC
12,558

 
12,049

 
8,261

 
3,177

 
2,583

 
100

 
2,197

 
1,937

 
75

EP II LLC
1,264

 

 

 
(638
)
 

 

 
(466
)
 

 

Charlotte Gateway Village, LLC
33,724

 
33,903

 
33,281

 
12,737

 
11,645

 
10,693

 
1,183

 
1,176

 
1,176

HICO Victory Center LP
262

 

 

 
204

 

 

 
102

 

 

CL Realty, L.L.C.
855

 
1,573

 
1,603

 
424

 
1,069

 
1,027

 
220

 
542

 
524

HICO Avalon LLC

 

 

 
(40
)
 

 

 
(23
)
 

 

Temco Associates, LLC
9,485

 
2,155

 
630

 
2,358

 
495

 
96

 
2,351

 
(6
)
 
(12
)
Wildwood Associates

 
3,329

 

 
(120
)
 
(1,704
)
 
(151
)
 
(59
)
 
2,097

 
(75
)
Crawford Long - CPI, LLC
12,291

 
11,945

 
11,829

 
2,820

 
2,775

 
2,827

 
1,416

 
1,407

 
1,372

Other

 
4,841

 
48,394

 

 
7,831

 
58,710

 
(14
)
 
3,807

 
64,447

 
$
110,689

 
$
109,326

 
$
137,107

 
$
23,711

 
$
25,357

 
$
72,894

 
$
8,302

 
$
11,268

 
$
67,325

(1) Negative balances are included in deferred income on the consolidated balance sheets.
Terminus Office Holdings LLC ("TOH") – TOH is a 50-50 joint venture between the Company and institutional investors advised by J.P. Morgan Asset Management ("JPM"), which owns and operates two office buildings in Atlanta, Georgia. TOH has two non-recourse mortgage loans totaling $211.2 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.69%. The Company does not consolidate TOH because the Company and its partner share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of TOH are allocated to the partners equally until JPM receives an agreed upon return, after which the Company may receive an additional promoted interest. The assets of the venture in the above table include a cash balance of $5.2 million at December 31, 2015.
EP I LLC ("EP I") – EP I is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, which owns the first phase of Emory Point, a mixed-use property in Atlanta, Georgia. The Company does not consolidate EP I because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP I are allocated to the partners pro rata based on their percentage ownership interests. EP I has a non-recourse construction loan with an outstanding balance $58.0 million at December 31, 2015, and the loan bears interest at LIBOR plus 1.75%. The assets of the venture in the above table include a cash balance of $1.5 million at December 31, 2015.
EP II LLC ("EP II") – EP II is a joint venture between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest. The venture owns the second phase of Emory Point. The Company does not consolidate EP II because the Company and Gables share decision making abilities and have joint control over the venture. Operating cash flows and proceeds from capital transactions of EP II are allocated to the partners pro rata based on their percentage ownership interests. EP II has a construction loan to provide for up to $46.0 million to fund construction, $40.9 million of which was outstanding at December 31, 2015. The loan bears interest at LIBOR plus 1.85%. The loan matures October 9, 2016 and may be extended for two, one-year periods if certain conditions are met. The Company and Gables guarantee up to $8.6 million and $2.9 million of the construction loan, respectively. These guarantees may be eliminated after project completion, based on certain conditions. The assets of the venture in the above table include a cash balance of $1.3 million at December 31, 2015.
Charlotte Gateway Village, LLC ("Gateway") – Gateway is a 50-50 joint venture between the Company and Bank of America Corporation (“BOA”), which owns and operates Gateway Village, a 1.1 million square foot office building in Charlotte, North Carolina. The project is 100% leased to BOA through December 31, 2026. Through December 1, 2016, Gateway’s net income or loss and cash distributions are allocated to the members as follows: first to the Company so that it receives a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it receives an amount equal to the aggregate amount distributed to the Company, and then 50% to each member. After December 1, 2016, net income and cash flows are allocated 50% to each member. Proceeds from capital transactions are allocated first, to BOA in an amount not to exceed $80.9 million, second 50% to each member until the Company receives a 17% internal rate of return, and third, 80% to BOA and 20% to the Company. The Company’s total project return on Gateway is ultimately limited to an internal rate of return of 17% on its invested capital. Gateway has a non-recourse mortgage loan with an outstanding balance at December 31, 2015 of $17.5 million which will amortize through the maturity date of December 1, 2016. The loan has an interest rate of 6.41%. The assets of the venture in the above table include a cash balance of $2.3 million at December 31, 2015.
HICO Victory Center LP ("HICO") – In 2014, HICO, a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), was formed for the purpose of acquiring and subsequently developing an office parcel in Dallas, Texas. Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded equally by the partners. The Company is required to fund 75% of the cost of land while Hines Victory is required to fund 25%. If the partners decide to commence construction of an office building, the capital accounts and economics of the venture will be adjusted such that the Company will effectively own at least 90% of the venture and Hines will own up to 10%. As of December 31, 2015 the Company accounted for its investment in HICO under the equity method because it does not control the activities of the venture. If the partners decide to construct an office building within the venture, the Company expects to consolidate the venture. The Company's investment in HICO at December 31, 2015 includes its share of pre-development expenditures and its share of land purchased by the venture. The assets of the venture in the table above include a cash balance of $35,000 at December 31, 2015.
Carolina Square Holdings LP ("Carolina Square") - In 2015, Carolina Square, a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin") was formed for the purpose of developing and constructing a mixed-use property in Chapel Hill, North Carolina pursuant to a ground lease. Upon formation, each partner contributed $1.7 million in cash towards pre-development costs. Carolina Square also entered into a construction loan agreement, secured by the project, which is expected to provide up to $79.8 million to fund future construction costs. The loan bears interest at LIBOR plus 1.90% and matures on May 1, 2018. The Company and Northwood Ravin will each guarantee 12.5% of the outstanding loan amount and guarantee completion of the project. As of December 31, 2015, there is no outstanding balance on this construction loan. The assets of the venture in the table above include a cash balance of $103,000 at December 31, 2015.
CL Realty, L.L.C. ("CL Realty") – CL Realty is a 50-50 joint venture between the Company and Forestar Realty Inc. ("Forestar"), that owns one parcel of land in Texas and mineral rights associated with one project in Texas. The assets of the venture in the above table include a cash balance of $326,000 at December 31, 2015.
HICO Avalon LLC ("HICO Avalon") – In 2015, HICO Avalon, a joint venture between the Company and Hines Avalon Investor LLC ("Hines Avalon") was formed for the purpose of acquiring and potentially developing an office building in Alpharetta, Georgia. Pursuant to the joint venture agreement, all pre-development expenditures, other than land, are funded 75% by Cousins and 25% by Hines. If the project moves forward and HICO Avalon acquires land and commences construction, the acquisition of land and subsequent development expenditures will be funded 90% by Cousins and 10% by Hines. As of December 31, 2015, the Company accounted for its investment in HICO Avalon under the equity method as it does not currently control the activities of the venture. If the project moves to commence construction, the capital accounts and economics of the venture will be adjusted such that the Company will effectively own at least 90% of the venture, and Hines Avalon will own up to 10%. Additionally, Cousins will have unilateral control over the operational aspects of the venture, and the Company expects to consolidate the venture at that time. The Company's investment in HICO Avalon at December 31, 2015 includes only its share of pre-development expenditures. The assets of the venture in the table above include a cash balance of $5,000 at December 31, 2015.
Temco Associates, LLC ("Temco") – Temco is a 50-50 joint venture between the Company and Forestar, that owns various parcels of land and a golf course. The assets of the venture in the above table include a cash balance of $205,000 at December 31, 2015.
Wildwood Associates ("Wildwood") – Wildwood is a 50-50 joint venture between the Company and IBM which owns 27 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia. In 2014, Wildwood sold a tract of land resulting in the Company recognizing income from unconsolidated joint ventures of $2.1 million. Of this income, $582,000 represents recognition of deferred income associated with Wildwood's negative investment. At December 31, 2015, the Company’s investment in Wildwood was a credit balance of $1.1 million. This credit balance resulted from cumulative distributions from Wildwood over time that exceeded the Company’s basis in its contributions, and essentially represents deferred gain not recognized at venture formation. This credit balance will decline as the venture’s remaining land is sold. The Company does not have any obligation to fund Wildwood’s working capital needs.
Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University and owns the Emory University Hospital Midtown Medical Office Tower, a 358,000 square foot medical office building located in Atlanta, Georgia. Crawford Long has a $74.3 million 3.5% fixed rate mortgage note, which matures on June 1, 2023. The assets of the venture in the above table include a cash balance of $762,000 at December 31, 2015.
Other – In 2013, the Company sold its interests in CP Venture Five LLC, CP Venture Two LLC, and CF Murfreesboro Associates. In 2014, the Company sold its interests in Cousins Watkins LLC. Results of operations of these investments, including the gains recognized upon disposition, are included in Other in the table above.
At December 31, 2015, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $402.0 million. These loans are generally mortgage or construction loans, most of which are non-recourse to the Company, except as described above. In addition, in certain instances, the Company provides “non-recourse carve-out guarantees” on these non-recourse loans.
The Company recognized $6.0 million, $5.4 million, and $8.0 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2015, 2014 and 2013, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.