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Investment in Unconsolidated Joint Ventures
12 Months Ended
Dec. 31, 2017
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, 2017 and 2016. The information included in the summary of operations table is for the years ended December 31, 2017, 2016, and 2015 (in thousands).
 
Total Assets
 
Total Debt
 
Total Equity (Deficit)
 
Company's Investment
 
SUMMARY OF FINANCIAL POSITION
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
Terminus Office Holdings
$
261,999

 
$
268,242

 
$
203,131

 
$
207,545

 
$
48,033

 
$
49,476

 
$
24,898

 
$
25,686

 
DC Charlotte Plaza LLLP
53,791

 
17,940

 

 

 
42,853

 
17,073

 
22,293

 
8,937


Carolina Square Holdings LP
106,580

 
66,922

 
64,412

 
23,741

 
33,648

 
34,173

 
19,384

 
18,325

 
Charlotte Gateway Village, LLC
124,691

 
119,054

 

 

 
121,386

 
116,809

 
14,568

 
11,796

 
HICO Victory Center LP
14,403

 
14,124

 

 

 
14,401

 
13,869

 
9,752

 
9,506

 
HICO Avalon II, LLC
6,379

 

 

 

 
6,303

 

 
4,931

 

 
CL Realty, L.L.C.
8,287

 
8,047

 

 

 
8,127

 
7,899

 
2,980

 
3,644

 
AMCO 120 WT Holdings, LLC
18,066

 
10,446

 

 

 
16,354

 
9,136

 
1,664

 
184

 
Temco Associates, LLC
4,441

 
4,368

 

 

 
4,337

 
4,253

 
875

 
829

 
EP II LLC
277

 
67,754

 

 
44,969

 
180

 
21,743

 
44

 
17,606

 
EP I LLC
521

 
78,537

 

 
58,029

 
319

 
18,962

 
25

 
18,551

 
Courvoisier Centre JV, LLC

 
172,197

 

 
106,500

 

 
69,479

 

 
11,782

 
111 West Rio Building

 
59,399

 

 
12,852

 

 
32,855

 

 
52,206

 
Wildwood Associates
16,337

 
16,351

 

 

 
16,297

 
16,314

 
(1,151
)
(1)
(1,143
)
(1)
Crawford Long - CPI, LLC
27,362

 
27,523

 
71,047

 
72,822

 
(44,815
)
 
(45,928
)
 
(21,323
)
(1)
(21,866
)
(1)
Other

 

 

 

 

 

 

 
345

 
 
$
643,134

 
$
930,904

 
$
338,590

 
$
526,458

 
$
267,423

 
$
366,113

 
$
78,940

 
$
156,388

 
 
 
Total Revenues
 
Net Income (Loss)
 
Company's Share of Net 
Income (Loss)
SUMMARY OF OPERATIONS
2017
 
2016
 
2015
 
2017
 
2016
 
2015
 
2017
 
2016
 
2015
EP I LLC
$
4,123

 
$
12,239

 
$
12,558

 
$
45,115

 
$
2,294

 
$
3,177

 
$
28,667

 
$
1,684

 
$
2,197

EP II LLC
2,644

 
5,376

 
1,264

 
13,008

 
(1,187
)
 
(638
)
 
9,756

 
(878
)
 
(466
)
Charlotte Gateway Village, LLC
26,465

 
34,156

 
33,724

 
9,528

 
14,536

 
12,737

 
4,764

 
2,194

 
1,183

Terminus Office Holdings
43,959

 
42,386

 
40,250

 
6,307

 
4,608

 
2,789

 
3,153

 
2,303

 
1,395

Crawford Long - CPI, LLC
12,079

 
12,113

 
12,291

 
3,171

 
2,743

 
2,820

 
1,572

 
1,372

 
1,416

CL Realty, L.L.C.
2,964

 
567

 
855

 
2,668

 
237

 
424

 
536

 
128

 
220

Courvoisier Centre JV, LLC
15,106

 
3,968

 

 
(1,750
)
 
(489
)
 

 
521

 
(93
)
 

Carolina Square Holdings LP
2,701

 
58

 

 
(532
)
 
9

 

 
522

 

 

HICO Victory Center LP
429

 
383

 
262

 
431

 
376

 
204

 
225

 
187

 
102

Temco Associates, LLC
192

 
1,343

 
9,485

 
123

 
440

 
2,358

 
46

 
502

 
2,351

DC Charlotte Plaza LLLP
2

 
47

 

 
2

 
45

 

 
1

 
24

 

HICO Avalon II, LLC

 

 

 
(69
)
 

 

 

 

 

AMCO 120 WT Holdings, LLC

 

 

 
58

 

 

 

 

 

Wildwood Associates

 

 

 
(116
)
 
(140
)
 
(120
)
 
(58
)
 
(70
)
 
(59
)
111 West Rio Building

 
4,219

 

 

 
3,926

 

 
(2,590
)
 
2,906

 

Other

 

 

 

 

 
(40
)
 

 
303

 
(37
)
 
$
110,664

 
$
116,855

 
$
110,689

 
$
77,944

 
$
27,398

 
$
23,711

 
$
47,115

 
$
10,562

 
$
8,302

(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 $203.1 million that mature on January 1, 2023. The weighted average interest rate on these fixed rate loans is 4.68%. 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 $7.4 million at December 31, 2017.
DC Charlotte Plaza LLLP ("Charlotte Plaza") - Charlotte Plaza is a 50-50 joint venture between the Company and Dimensional Fund Advisors ("DFA") formed to develop DFA's 282,000 square foot regional headquarters building in Charlotte, North Carolina. Capital contributions and distributions of cash flow are made equally in accordance with each partner's partnership interest. The assets of the venture in the above table include a cash balance of $611,000 at December 31, 2017.
Carolina Square Holdings LP ("Carolina Square") - Carolina Square is a 50-50 joint venture between the Company and NR 123 Franklin LLC ("Northwood Ravin") formed for the purpose of developing and constructing a mixed-use property in Chapel Hill, North Carolina. Carolina Square also entered into a construction loan agreement, secured by the project, 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, 2017, the outstanding balance of the construction loan was $64.4 million. The assets of the venture in the table above include a cash balance of $1.5 million at December 31, 2017.
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. Through December 1, 2016, Gateway’s net income or loss and cash distributions were allocated to the members as follows: first to the Company so that it received a cumulative compounded return equal to 11.46% on its capital contributions, second to BOA until it received 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 until the Company receives a 17% internal rate of return; thereafter, cash flows are allocated 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 had a fully-amortizing, non-recourse mortgage loan which matured on December 1, 2016. The assets of the venture in the above table include a cash balance of $12.1 million at December 31, 2017.
HICO Victory Center LP ("HICO") – HICO is a joint venture between the Company and Hines Victory Center Associates Limited Partnership ("Hines Victory"), 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 funded 75% of the cost of land while Hines Victory funded 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 own at least 90% of the venture and Hines will own up to 10%. As of December 31, 2017, 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 assets of the venture in the table above include a cash balance of $230,000 at December 31, 2017.
HICO Avalon II, LLC ("AVALON II") - In 2017, Avalon II, a joint venture between the Company and Hines Avalon II Investor, LLC ("Hines II") was formed for the purpose of acquiring and potentially developing an office building in Alpharetta, Georgia. Pursuant to the joint venture agreement, all predevelopment expenditures are funded 75% by Cousins and 25% by Hines II. The Company has accounted for its investment in Avalon II using the equity method as the Company does not currently control the activities of the venture. 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 own 90% of the venture and Hines II will own 10%. Additionally, Cousins will have control over the operational aspects of the venture, and the Company expects to consolidate the venture at this time. The assets of the venture in the table above include a cash balance of $114,000 at December 31, 2017.
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 a parcel of land in Texas. The assets of the venture in the above table include a cash balance of $741,000 at December 31, 2017.
AMCO 120 WT Holdings, LLC ("Cousins AMCO") - Cousins AMCO is a joint venture between the Company, with a 20% interest, and affiliates of AMLI Residential (“AMLI”), with an 80% interest, formed to develop 120 West Trinity, a mixed-use property in Decatur, Georgia. The property is expected to contain approximately 30,000 square feet of office space, 10,000 square feet of retail space and 330 apartment units. Initial contributions to the joint venture for the purchase of land were funded entirely by AMLI. Subsequent contributions are funded in proportion to the members' percentage interests. The Company accounts for its investment in this joint venture under the equity method as it does not currently control the activities of the venture. The assets of the venture in the above table include a cash balance of $1,000 at December 31, 2017.
Temco Associates, LLC ("Temco") – Temco is a 50-50 joint venture between the Company and Forestar, that owns a golf course in Georgia. The assets of the venture in the above table include a cash balance of $261,000 at December 31, 2017.
EP I LLC ("EP I") and EP II LLC ("EP II") – EP I and EP II are joint ventures between the Company, with a 75% ownership interest, and Lion Gables Realty Limited Partnership (“Gables”), with a 25% ownership interest, which owned Emory Point, a mixed-use property in Atlanta, Georgia. In 2017, EP I and EP II sold Emory Point for a combined gross sales price of $199.0 million. After repayment of debt, the Company received a distribution of $70.0 million and recognized a gain of $37.9 million, which is recorded in income from unconsolidated joint ventures. The assets of the ventures in the above table include a cash balance of $751,000 at December 31, 2017.
Courvoisier Centre JV, LLC ("Courvoisier") - Courvoisier was a joint venture between the Company, with a 20% interest, and Spanish Key LLC, with an 80% interest, that owned Courvoisier Centre, a 343,000 square foot, two-building office property in Miami, Florida. In 2017, the Company sold its 20% interest in Courvoisier Centre for $12.6 million and recognized a gain of $716,000 in a transaction that valued its interest in the property at $33.9 million, prior to deduction for existing mortgage debt.
Cousins W Rio Salado, LLC ("111 West Rio") - 111 West Rio, a wholly-owned subsidiary of the Company, owned a 74.6% interest in the American Airlines Building, a 225,000 square foot office building located in the Tempe submarket of Phoenix, Arizona. American Airlines owned the remaining 25.4% interest in the building. In 2017, the Company purchased American Airlines' interest in the building for $19.6 million. As a result, the Company changed its accounting for the 111 West Rio building from the equity method to the consolidated method. Upon consolidation, the Company recognized a $3.5 million loss and recorded this amount in income from unconsolidated joint ventures.
Wildwood Associates ("Wildwood") – Wildwood is a 50-50 joint venture between the Company and IBM which owns 22 acres of undeveloped land in the Wildwood Office Park in Atlanta, Georgia. At December 31, 2017, the Company’s investment in Wildwood was a credit balance of $1.2 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. The assets of the venture in the above table include a cash balance of $74,000 at December 31, 2017.
Crawford Long—CPI, LLC ("Crawford Long") – Crawford Long is a 50-50 joint venture between the Company and Emory University that 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 $71.0 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 $1.6 million at December 31, 2017.
Austin 300 Colorado Project, LP ("300 Colorado") - In 2018, 300 Colorado, a joint venture between the Company, 3C Block 28 Partners, LP ("3CB"), and 3C RR Xylem, LP ("3CRR") was formed for the purpose of developing a 309,000 square foot office building in Austin, Texas. The Company owns a 50% interest in the venture, 3CB owns a 34.5% interest, and 3CRR owns a 15.5% interest. Upon formation, 3CB and 3CRR contributed land for use by the joint venture in the development project, the Company contributed $6.0 million in cash, and 300 Colorado assumed a ground lease for an additional parcel of land.
At December 31, 2017, the Company's unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $338.6 million. These loans are 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 $7.2 million, $7.4 million, and $6.0 million of development, leasing, and management fees, including salary and expense reimbursements, from unconsolidated joint ventures in 2017, 2016, and 2015, respectively. See note 2, fee income, for a discussion of the accounting treatment for fees and reimbursements from unconsolidated joint ventures.