Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

In the third quarter of 2021, the Company entered into an Equity Distribution Agreement with six financial institutions known as an at-the-market stock offering program ("ATM program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.

On April 21, 2022, the Company purchased the 10% non-controlling interest in one of its consolidated partnerships for $43.4 million. As a result of this transaction, the $15.8 million non-controlling interest book value was removed from the Company's balance sheet, and the $27.6 million of the purchase price in excess of the non-controlling interest book value was recorded as a reduction in additional paid-in-capital.

On June 29, 2022, the Company issued 2.6 million shares of common stock that had been executed under Forward Sales at an average price of $39.92 per share for gross proceeds of $105.1 million. To date the Company has issued 2.6 million shares under the ATM program and has generated cash proceeds of $101.4 million, net of $1.1 million of compensation to be paid with respect to such Forward Sales, $1.7 million of dividends owed during the period the Forward Sales were outstanding, and $900,000 of other transaction related costs. To the extent, prior to settlement, shares sold under Forward Sales were potentially dilutive during the period under the treasury stock method, the impact of such dilution is disclosed in the calculation included in Note 18. The Company did not have any outstanding Forward Sales for the sale of its common stock as of December 31, 2022.

The first annual offering period for the Cousins Employee Stock Purchase Plan ("ESPP") ended on November 30, 2022, with employees purchasing a total of 22,909 shares. In 2022, the Company settled the employee purchase of shares through the ESPP by issuing treasury shares to participants. The 22,909 shares sold had a basis of $1.3 million, or $57.44 per share.

Ownership Limitations — In order to minimize the risk that the Company will not meet one of the requirements for qualification as a REIT, the Company's Articles of Incorporation include certain restrictions on the ownership of more than 3.9% of the Company’s total common and preferred stock, subject to waiver by the Board of Directors.

Distribution of REIT Taxable Income — The following reconciles dividends paid and dividends applied in 2022, 2021, and 2020 to meet REIT distribution requirements ($ in thousands):

	2022		2021		2020
Common and preferred dividends	$	192,275	$	182,839	$	176,272
Dividends treated as taxable compensation	(231)		(192)		(167)
Dividends applied to meet current year REIT distribution requirements	$	192,044	$	182,647	$	176,105

Tax Status of Distributions — The following summarizes the components of the taxability of the Company’s common stock distributions for the years ended December 31, 2022, 2021, and 2020:

	Total  Distributions Per Share		Ordinary Dividends		Long-Term Capital Gain		Unrecaptured Section 1250 Gain		Section 199A Dividends		Section 1061 One Year Amounts Disclosure (1)		Section 1061 Three Year Amounts Disclosure (1)
2022	$	1.270000	$	0.880788	$	0.389212	$	0.045470	$	0.880788	$	0.389212	$	0.389212
2021	$	1.230000	$	1.230000	$	—	$	—	$	1.230000	$	—	$	—
2020	$	1.190000	$	—	$	1.190000	$	0.417166	$	—	$	0.320351	$	0.320351

(1) Amounts included in Box 2a, Total Capital Gain Distributions, for purposes of section 1061 of the Internal Revenue Code. Section 1061 is generally applicable to direct and indirect holders of “applicable partnership interests."