10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-11312

COUSINS PROPERTIES INCORPORATED

(Exact name of registrant as specified in its charter)

Georgia				58-0869052
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
3344 Peachtree Road NE	Suite 1800	Atlanta	Georgia	30326-4802
(Address of principal executive offices)				(Zip Code)

(404) 407-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value per share	CUZ	New York Stock Exchange	("NYSE")

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 21, 2023
Common Stock, $1 par value per share	151,774,468 shares

	Page No.
PART I-FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements (Unaudited)	3
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OF OPERATIONS	4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
CONSOLIDATED STATEMENTS OF EQUITY	6
CONSOLIDATED STATEMENTS OF CASH FLOWS	8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	32
PART II. OTHER INFORMATION	32
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6. Exhibits	33
SIGNATURES	34

FORWARD-LOOKING STATEMENTS

Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2022, and as itemized herein. These forward-looking statements include information about the Company's possible or assumed future results of the business and the Company's financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:

•guidance and underlying assumptions;

•business and financial strategy;

•future debt financings;

•future acquisitions and dispositions of operating assets or joint venture interests;

•future acquisitions and dispositions of land, including ground leases;

•future development and redevelopment opportunities, including fee development opportunities;

•future issuances and repurchases of common stock, limited partnership units, or preferred stock;

•future distributions;

•projected capital expenditures;

•market and industry trends;

•entry into new markets, changes in existing market concentrations, or exits from existing markets;

•future changes in interest rates and liquidity of capital markets; and

•all statements that address operating performance, events, investments, or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders.

Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:

•the availability and terms of capital;

•the ability to refinance or repay indebtedness as it matures;

•the failure of purchase, sale, or other contracts to ultimately close;

•the failure to achieve anticipated benefits from acquisitions, investments, or dispositions;

•the potential dilutive effect of common stock or operating partnership unit issuances;

•the availability of buyers and pricing with respect to the disposition of assets;

•changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate (including supply and demand changes), particularly in Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville, including the impact of high unemployment, volatility in the public equity and debt markets, and international economic and other conditions;

•the impact of a public health crisis and the governmental and third-party response to such a crisis, which may affect our key personnel, our tenants, and the costs of operating our assets;

•sociopolitical unrest such as political instability, civil unrest, armed hostilities, or political activism, which may result in a disruption of day-to-day building operations;

•changes to our strategy in regard to our real estate assets may require impairment to be recognized;

•leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly-developed and/or recently-acquired space, the failure of a tenant to commence or complete tenant improvements on schedule or to occupy leased space, and the risk of declining leasing rates;

•changes in the needs of our tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of employees working remotely;

•any adverse change in the financial condition of one or more of our tenants;

•volatility in interest rates and insurance rates;

•inflation and continuing increases in the inflation rate;

•competition from other developers or investors;

•the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk);

•cyber security breaches;

•changes in senior management, changes in the Board of Directors, and the loss of key personnel;

•the potential liability for uninsured losses, condemnation, or environmental issues;

•the potential liability for a failure to meet regulatory requirements;

1

•the financial condition and liquidity of, or disputes with, joint venture partners;

•any failure to comply with debt covenants under credit agreements;

•any failure to continue to qualify for taxation as a real estate investment trust or meet regulatory requirements;

•potential changes to state, local, or federal regulations applicable to our business;

•material changes in the rates, or the ability to pay, dividends on common shares or other securities;

•potential changes to the tax laws impacting REITs and real estate in general; and

•those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company.

The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although we believe that the plans, intentions, and expectations reflected in any forward-looking statements are reasonable, we can give no assurance that such plans, intentions, or expectations will be achieved. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise, except as required under U.S. federal securities laws.

2

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30, 2023		December 31, 2022
	(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $1,197,310 and $1,079,662 in 2023 and 2022, respectively	$	6,740,557	$	6,738,354
Projects under development	124,105		111,400
Land	158,429		158,430
	7,023,091		7,008,184
Cash and cash equivalents	8,031		5,145
Accounts receivable	12,466		8,653
Deferred rents receivable	196,349		184,043
Investment in unconsolidated joint ventures	138,992		112,839
Intangible assets, net	121,887		136,240
Other assets, net	94,969		81,912
Total assets	$	7,595,785	$	7,537,016
Liabilities:
Notes payable	$	2,423,761	$	2,334,606
Accounts payable and accrued expenses	241,563		271,103
Deferred income	172,552		128,636
Intangible liabilities, net	46,511		52,280
Other liabilities	107,100		103,442
Total liabilities	2,991,487		2,890,067
Commitments and contingencies
Equity:
Stockholders' investment:
Common stock, $1 par value per share, 300,000,000 shares authorized, 154,336,492 and 154,019,214 issued, and 151,774,468 and 151,457,190 outstanding in 2023 and 2022, respectively	154,336		154,019
Additional paid-in capital	5,634,996		5,630,327
Treasury stock at cost, 2,562,024 shares in 2023 and 2022	(147,157)		(147,157)
Distributions in excess of cumulative net income	(1,066,369)		(1,013,292)
Accumulated other comprehensive income	5,565		1,767
Total stockholders' investment	4,581,371		4,625,664
Nonredeemable noncontrolling interests	22,927		21,285
Total equity	4,604,298		4,646,949
Total liabilities and equity	$	7,595,785	$	7,537,016
See accompanying notes.

3

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenues:
Rental property revenues	$	203,954	$	183,174	$	404,030	$	366,401
Fee income	352		2,305		726		3,693
Other	14		201		2,292		2,484
	204,320		185,680		407,048		372,578
Expenses:
Rental property operating expenses	67,099		62,216		138,312		127,093
Reimbursed expenses	159		677		366		1,037
General and administrative expenses	8,021		6,996		16,459		15,059
Interest expense	25,972		16,549		51,002		32,074
Depreciation and amortization	80,269		69,861		156,039		140,605
Other	476		425		861		646
	181,996		156,724		363,039		316,514
Income from unconsolidated joint ventures	753		5,280		1,426		6,404
Gain (loss) on investment property transactions	—		28		(2)		(41)
Loss on extinguishment of debt	—		(100)		—		(100)
Net income	23,077		34,164		45,433		62,327
Net income attributable to noncontrolling interests	(456)		(112)		(616)		(291)
Net income available to common stockholders	$	22,621	$	34,052	$	44,817	$	62,036
Net income per common share — basic	$	0.15	$	0.23	$	0.30	$	0.42
Net income per common share — diluted	$	0.15	$	0.23	$	0.29	$	0.42
Weighted average shares — basic	151,721		148,837		151,650		148,788
Weighted average shares — diluted	152,126		149,142		152,003		149,090
See accompanying notes.

4

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited; in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Comprehensive Income:
Net income available to common stockholders	$	22,621	$	34,052	$	44,817	$	62,036
Other comprehensive income:
Unrealized gain on cash flow hedges	5,936		—		4,894		—
Amortization of cash flow hedges	(908)		—		(1,096)		—
Total other comprehensive income	5,028		—		3,798		—
Total comprehensive income	$	27,649	$	34,052	$	48,615	$	62,036
See accompanying notes.

5

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)

Three Months Ended June 30, 2023
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Accumulated Other Comprehensive Income		Stockholders' Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2023	$	154,256	$	5,631,076	$	(147,157)	$	(1,039,694)	$	537	$	4,599,018	$	22,018	$	4,621,036
Net income	—		—		—		22,621		—		22,621		456		23,077
Other comprehensive income	—		—		—		—		5,028		5,028		—		5,028
Common stock issued pursuant to stock-based compensation, net of tax withholding	81		1,550		—		—		—		1,631		—		1,631
Amortization of stock-based compensation, net of forfeitures	(1)		2,370		—		—		—		2,369		—		2,369
Contributions from noncontrolling interests	—		—		—		—		—		—		646		646
Distributions to noncontrolling interests	—		—		—		—		—		—		(193)		(193)
Common dividends ($0.32 per share)	—		—		—		(49,296)		—		(49,296)		—		(49,296)
Balance June 30, 2023	$	154,336	$	5,634,996	$	(147,157)	$	(1,066,369)	$	5,565	$	4,581,371	$	22,927	$	4,604,298
Three Months Ended June 30, 2022
			Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2022			$	151,349	$	5,550,718	$	(148,473)	$	(1,005,951)	$	4,547,643	$	35,002	$	4,582,645
Net income			—		—		—		34,052		34,052		112		34,164
Common stock issued under the ATM, net of issuance costs			2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock-based compensation, net of tax withholding			44		1,496		—		—		1,540		—		1,540
Amortization of stock-based compensation, net of forfeitures			—		2,082		—		4		2,086		—		2,086
Purchase of interest in consolidated joint venture			—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests			—		—		—		—		—		1,241		1,241
Distributions to nonredeemable noncontrolling interests			—		—		—		—		—		(6)		(6)
Common dividends ($0.32 per share)			—		—		—		(48,695)		(48,695)		—		(48,695)
Balance June 30, 2022			$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695

See accompanying notes.

6

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)

Six Months Ended June 30, 2023
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Accumulated Other Comprehensive Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2022	$	154,019	$	5,630,327	$	(147,157)	$	(1,013,292)	$	1,767	$	4,625,664	$	21,285	$	4,646,949
Net income	—		—		—		44,817		—		44,817		616		45,433
Other comprehensive income	—		—		—		—		3,798		3,798		—		3,798
Common stock issued pursuant to stock-based compensation, net of tax withholding	320		(827)		—		—		—		(507)		—		(507)
Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	(3)		5,496		—		—		—		5,493		—		5,493
Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		—		1,384		1,384
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		—		(358)		(358)
Common dividends ($0.64 per share)	—		—		—		(97,894)		—		(97,894)		—		(97,894)
Balance June 30, 2023	$	154,336	$	5,634,996	$	(147,157)	$	(1,066,369)	$	5,565	$	4,581,371	$	22,927	$	4,604,298
Six Months Ended June 30, 2022
			Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2021			$	151,273	$	5,549,308	$	(148,473)	$	(985,338)	$	4,566,770	$	33,630	$	4,600,400
Net income			—		—		—		62,036		62,036		291		62,327
Common stock issued under the ATM, net of issuance costs			2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock-based compensation, net of tax withholding			120		490		—		—		610		—		610
Amortization of stock-based compensation, net of forfeitures			—		4,498		—		4		4,502		—		4,502
Purchase of interest in consolidated joint ventures			—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests			—		—		—		—		—		2,520		2,520
Distributions to nonredeemable noncontrolling interests			—		—		—		—		—		(92)		(92)
Common dividends ($0.64 per share)			—		—		—		(97,292)		(97,292)		—		(97,292)
Balance June 30, 2022			$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695
See accompanying notes.

7

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

	Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	45,433	$	62,327
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on investment property transactions	2		41
Depreciation and amortization	156,039		140,605
Amortization of deferred financing costs and premium on notes payable	2,061		(130)
Equity-classified stock-based compensation expense, net of forfeitures	6,363		5,292
Effect of non-cash adjustments to rental revenues	(23,721)		(17,961)
Income from unconsolidated joint ventures	(1,426)		(6,404)
Operating distributions from unconsolidated joint ventures	2,033		3,161
Loss on extinguishment of debt	—		100
Changes in other operating assets and liabilities:
Change in receivables and other assets, net	(9,423)		(2,463)
Change in operating liabilities, net	(16,290)		(26,879)
Net cash provided by operating activities	161,071		157,689
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisition, development, and tenant asset expenditures	(134,279)		(172,206)
Return of capital distributions from unconsolidated joint venture	10,907		10,752
Contributions to unconsolidated joint ventures	(26,299)		(31,892)
Net cash used in investing activities	(149,671)		(193,346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	210,700		269,500
Repayment of credit facility	(118,800)		(192,000)
Repayment of term loans	—		(8,436)
Repayment of mortgages	(4,100)		—
Common stock issued under the ATM	—		101,668
Payment of deferred financing costs	(71)		(5,299)
Purchase of partners' interest in consolidated joint venture	—		(43,387)
Common dividends paid	(97,269)		(93,697)
Contributions from noncontrolling interests	1,384		2,520
Distributions to noncontrolling interests	(358)		(92)
Net cash provided by (used in) financing activities	(8,514)		30,777
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	2,886		(4,880)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	5,145		10,168
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	8,031	$	5,288

See accompanying notes.

8

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. As of June 30, 2023 and 2022, limited partners owned the remaining 25,000 common units of CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS"), a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services for other parties.

Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of June 30, 2023, the Company's portfolio of real estate assets consisted of interests in 18.8 million square feet of office space and 310,000 square feet of multi-family space.

Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of June 30, 2023 and the results of operations for the three and six months ended June 30, 2023 and 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.

The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. At June 30, 2023, the Company had no investments or interests in any VIEs.

2. REAL ESTATE

For the three and six months ended June 30, 2023, the Company had no real estate transactions.

Impairment

The Company tests buildings held for investment, by disposal groups, for impairment whenever changes in circumstances indicate a disposal group’s carrying value may not be recoverable. The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life. When testing for recoverability of value of buildings held for investment, projected cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's held-for-investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life. None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations while under the held-for-investment classification.

The Company also reviews held-for-sale buildings, if any, for impairments. In order to be considered a real estate asset held-for-sale, the Company must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year. If book value is in excess of estimated fair value less estimated selling costs, we impair those assets to fair value less estimated selling costs. There were no held-for-sale buildings during any periods presented in the accompanying statements of operations.

9

The Company also reviews land and projects under development for impairment whenever changes in circumstances indicate the assets' carrying value may not be recoverable. None of the Company's investments in land or projects under development were impaired during any periods presented in the accompanying statement of operations.

The Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, or we shorten our contemplated hold period for any operating buildings.

3. 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 June 30, 2023 and December 31, 2022 ($ in thousands).

SUMMARY OF FINANCIAL POSITION
	Total Assets				Total Debt				Total Equity (Deficit)				Company's Investment
	2023		2022		2023		2022		2023		2022		2023			2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	80,258	$	81,136	$	—	$	—	$	79,464	$	80,509	$	14,647		$	14,856
Crawford Long - CPI, LLC (1)	22,323		22,857		82,294		62,856		(62,353)		(39,691)		(30,545)		(2)	(19,173)		(2)
Under Development:
Neuhoff Holdings LLC (3)	426,429		321,338		166,330		115,940		223,786		177,734		120,036			93,647
Land:
715 Ponce Holdings LLC	8,552		8,333		—		—		8,433		8,332		4,289			4,261
Sold and Other:
HICO Victory Center LP	42		158		—		—		42		5,818		20			75
	$	537,604	$	433,822	$	248,624	$	178,796	$	249,372	$	232,702	$	108,447		$	93,666

(1) In May 2023, Crawford Long - CPI, LLC refinanced the mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

(2) Negative investment basis included in deferred income on the consolidated balance sheets.

(3) Neuhoff Holdings LLC has a construction loan with a borrowing capacity up to $312.7 million that matures September 2025. The interest rate applicable to the construction loan is based on the Secured Overnight Financing Rate ("SOFR") plus 3.45% with a minimum rate of 3.60%. Prior to April 2023, the loan beared interest at the London Interbank Offered Rate ("LIBOR") plus 3.45%.

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The information included in the summary of operations table is for the six months ended June 30, 2023 and 2022 ($ in thousands).

SUMMARY OF OPERATIONS
	Total Revenues				Net Income (Loss)				Company's Income from Investment
	2023		2022		2023		2022		2023		2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	5,451	$	5,160	$	1,625	$	1,397	$	323	$	271
Crawford Long - CPI, LLC	6,360		6,480		2,151		2,324		1,006		1,091
Under Development:
Neuhoff Holdings LLC	70		69		42		58		21		29
Land:
715 Ponce Holdings LLC	141		138		100		99		51		49
Sold and Other:
Carolina Square Holdings LP	—		7,860		48		722		24		304
HICO Victory Center LP	—		72		2		6,853		1		4,557
Other	—		28		—		(12)		—		103
	$	12,022	$	19,807	$	3,968	$	11,441	$	1,426	$	6,404

In May 2023, Crawford Long refinanced the mortgage loan for the Medical Offices at Emory Hospital property. Proceeds from the refinancing were used to repay in full its $62.4 million mortgage loan that was set to mature in June 2023. The new $83.0 million mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

On June 30, 2022, HICO Victory Center LP sold a 3.0 acre land parcel, in Uptown Dallas, held in an unconsolidated joint venture for a gross price of $23.1 million. The Company's share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures on the statements of operations.

4. INTANGIBLE ASSETS AND LIABILITIES

At June 30, 2023 and December 31, 2022, intangible assets included the following ($ in thousands):

	2023		2022
In-place leases, net of accumulated amortization of $130,830 and $131,021 in 2023 and 2022, respectively	$	89,611	$	102,080
Below-market ground leases, net of accumulated amortization of $2,060 and $1,860 in 2023 and 2022, respectively	17,193		17,393
Above-market leases, net of accumulated amortization of $25,240 and $25,085 in 2023 and 2022, respectively	13,409		15,093
Goodwill	1,674		1,674
	$	121,887	$	136,240

At June 30, 2023 and December 31, 2022, intangible liabilities were the following ($ in thousands):

	2023		2022
Below-market leases, net of accumulated amortization of $48,699 and $48,994 in 2023 and 2022, respectively	$	46,511	$	52,280

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The amortization of the above asset and liabilities are recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental property revenues, net (Below-market and Above-market leases)	$	2,526	$	1,661	$	4,084	$	3,464
Expenses:
Depreciation and amortization (In-place leases)	7,057		7,032		12,470		14,390
Rental property operating and other expenses (Below-market ground leases)	100		82		200		174

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

	In-Place  Leases		Below-Market Ground Leases		Above-Market Leases		Below-Market Leases
2023 (six months)	$	9,438	$	200	$	1,495	$	(4,336)
2024	17,407		400		2,697		(8,292)
2025	14,803		400		2,114		(7,747)
2026	12,356		400		1,695		(6,509)
2027	9,757		400		1,273		(4,973)
Thereafter	25,850		15,393		4,135		(14,654)
	$	89,611	$	17,193	$	13,409	$	(46,511)

5. OTHER ASSETS

Other assets on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Predevelopment costs	$	54,501	$	50,009
Prepaid expenses and other assets	16,633		6,438
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $18,766 and $18,860 in 2023 and 2022, respectively	10,997		11,824
Lease inducements, net of accumulated amortization of $5,360 and $5,129 in 2023 and 2022, respectively	7,922		8,091
Credit Facility deferred financing costs, net of accumulated amortization of $1,488 and $135 in 2023 and 2022, respectively	4,916		5,550
	$	94,969	$	81,912

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.

Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.

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6. NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at June 30, 2023 and December 31, 2022 ($ in thousands):

Description	Interest Rate (1)	Maturity (2)	2023		2022
Unsecured Notes:
Credit Facility	6.09%	April 2027	$	148,500	$	56,600
Term Loan	(3)	March 2025	400,000		400,000
Term Loan	5.38%	August 2024	350,000		350,000
Senior Note	3.95%	July 2029	275,000		275,000
Senior Note	3.91%	July 2025	250,000		250,000
Senior Note	3.86%	July 2028	250,000		250,000
Senior Note	3.78%	July 2027	125,000		125,000
Senior Note	4.09%	July 2027	100,000		100,000
			1,898,500		1,806,600
Secured Mortgage Notes:
Terminus (4)	6.34%	January 2031	221,000		221,000
Fifth Third Center	3.37%	October 2026	128,373		130,168
Colorado Tower	3.45%	September 2026	108,219		109,552
Domain 10	3.75%	November 2024	73,549		74,521
			531,141		535,241
			$	2,429,641	$	2,341,841
Unamortized loan costs			(5,880)		(7,235)
Total Notes Payable			$	2,423,761	$	2,334,606

(1) Interest rate as of June 30, 2023.

(2) Weighted average maturity of notes payable outstanding at June 30, 2023 was 3.5 years.

(3) In April 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $200 million of the $400 million Term Loan. As of June 30, 2023, the fixed interest rate was 5.45%, and the floating interest rate was 6.24%.

(4) Represents $123.0 million and $98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively.

Credit Facility

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and an overall leverage ratio of no more than 60%.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.90% and 1.40%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage. In addition to the interest rate, the Credit Facility is also subject to a facility fee of 0.15% to 0.30%, depending on leverage, on the entire $1 billion capacity.

At June 30, 2023, the Credit Facility's interest rate spread over Adjusted SOFR was 0.90%, and the facility fee spread was 0.15%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $851.5 million at June 30, 2023. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

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The Credit Facility replaced a $1 billion prior facility that was set to expire in January 2023. The rate paid under the prior facility from January 1, 2022 through May 1, 2022 was LIBOR plus 1.05%.

Term Loans

On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. The loan matures on March 3, 2025 with four consecutive options to extend the maturity date for an additional six months. The interest rate provisions are the same as the 2021 Term Loan, and the covenants are the same as the Credit Facility. On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298% (see note 7).

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, the Company has borrowed $350 million that matures on August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 1.05% and 1.65%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, (iv) or 1.00%, plus a spread of between 0.05% and 0.65%, based on leverage. On September 19, 2022, the Company provided notice of our election of the Daily SOFR Rate Loan provisions. On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234% (see note 7).

At June 30, 2023, the Term Loans' spread over Adjusted SOFR rate was 1.05%.

Unsecured Senior Notes

The Company has unsecured senior notes of $1.0 billion that were funded in five tranches. The first tranche of $100 million is due in 2027 and has a fixed annual interest rate of 4.09%. The second tranche of $250 million is due in 2025 and has a fixed annual interest rate of 3.91%. The third tranche of $125 million is due in 2027 and has a fixed annual interest rate of 3.78%. The fourth tranche of $250 million is due in 2028 and has a fixed annual interest rate of 3.86%. The fifth tranche of $275 million is due in 2029 and has a fixed annual interest rate of 3.95%.

The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default.

Secured Mortgage Notes

In December 2022, the Company refinanced mortgages on the Company's two Terminus properties in Atlanta with the existing lender. Under the new mortgages, the maturities were extended from January 2023 to January 2031, the combined principal increased to $221.0 million, and the interest rate is now 6.34%. These mortgages are neither cross-collateralized nor cross-defaulted.

In October 2022, the Company paid off, in full, its Legacy Union One and Promenade Tower mortgages.

As of June 30, 2023, the Company had $531.1 million outstanding on five non-recourse mortgage notes. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $901.7 million are pledged as security on these mortgage notes payable.

Other Debt Information

The Company is in compliance with all of the covenants related to its unsecured and secured debt.

At June 30, 2023 and December 31, 2022, the estimated fair value of the Company’s notes payable was $2.3 billion and $2.2 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at June 30, 2023 and December 31, 2022. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.

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For the three and six months ended June 30, 2023 and 2022, interest expense was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total interest incurred	$	30,977	$	20,140	$	61,098	$	39,116
Interest capitalized	(5,005)		(3,591)		(10,096)		(7,042)
Total interest expense	$	25,972	$	16,549	$	51,002	$	32,074

7. DERIVATIVE FINANCIAL INSTRUMENTS

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap effectively fixed the underlying SOFR rate at 4.298%.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234%.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2022 and 2023, such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as "cash flow hedges").

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

The counterparties under these swaps are major financial institutions, and the swaps contain provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swaps. There are no collateral requirements related to these swaps.

As of June 30, 2023, the fair value of the swap with respect to the 2022 Term Loan was $1.9 million and is included in other assets on the Company's consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, the fair value of the swap with respect to the 2021 Term Loan was $3.7 million and $1.8 million, respectively, and are included in other assets on the Company's consolidated balance sheets.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Cash Flow Hedges:	2023		2022		2023		2022
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives	$	5,936	$	—	$	4,894	$	—
Amount of income reclassified from accumulated other comprehensive income into income as a reduction of interest expense	$	(908)	$	—	$	(1,096)	$	—
Total amount of interest expense presented in the consolidated statements of operations	$	25,972	$	16,549	$	51,002	$	32,074

The fair value of these hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. These inputs are considered Level 2 inputs in the fair value hierarchy, and the Company engages a third-party expert to determine these inputs. The fair value of the cash flow hedges is determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges. These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves. In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculations. For the periods presented, credit valuation adjustments were not considered to be significant inputs.

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8. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Ground lease liability	$	53,322	$	53,129
Prepaid rent	37,660		33,165
Security deposits	14,398		14,635
Restricted stock unit liability	—		1,048
Other liabilities	1,720		1,465
	$	107,100	$	103,442

9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company had outstanding performance bonds totaling $684,000 at June 30, 2023. As a lessor, the Company had $153.1 million in future obligations under leases to fund tenant improvements and other future construction obligations at June 30, 2023.

Litigation

The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.

10.    STOCKHOLDERS' EQUITY

In the third quarter of 2021, the Company entered into an Equity Distribution Agreement ("EDA") 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 February 17, 2023, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into an Amendment to the EDA to allow for the continued issuance of shares under this ATM Program.

On April 21, 2022, the Company purchased its partner's 10% joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control and the difference between the $43.4 million purchase price of our partner's interest, which included a promote related to increases in fair value in excess of cost, and the $15.7 million book value of the outside partner's non-controlling interest was recorded as additional paid-in capital in the equity section of the Company's consolidated balance sheet. The Company's consolidated basis in Avalon's assets and liabilities was unchanged by this transaction.

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On June 29, 2022, the Company issued 2.6 million shares of common stock under Forward Sales contracts executed in December 2021 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 13. The Company did not issue any shares under the ATM Program during the six months ended June 30, 2023 and did not have any outstanding Forward Sales contracts for the sale of its common stock as of June 30, 2023.

11. REVENUE RECOGNITION

The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:

•Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenues; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842.

•Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.

For the three and six months ended June 30, 2023, the Company recognized rental property revenues of $204.0 million and $404.0 million, respectively, of which $62.2 million and $121.4 million, respectively, represented variable rental revenue. For the three and six months ended June 30, 2022, the Company recognized rental property revenues of $183.2 million and $366.4 million, respectively, of which $50.2 million and $103.0 million, respectively, represented variable rental revenue.

For the three and six months ended June 30, 2023, the Company recognized fee and other revenue of $366,000 and $3.0 million, respectively. For the three and six months ended June 30, 2022, the Company recognized fee and other revenue of $2.5 million and $6.2 million, respectively. For the three and six months ended June 30, 2022, fee and other revenue includes $1.4 million and $2.2 million, respectively, related to the Company's consulting and development contracts with Norfolk Southern Railway Company, as discussed in note 3 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. For the three and six months ended June 30, 2023, none of the fee and other revenue related to Norfolk Southern Railway Company.

The Company has a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry property in Phoenix, Arizona. SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023; and on March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code. On March 27, 2023, First Citizen's BancShares, Inc. ("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space. SVB Financial is current on its financial obligations under the lease through August 2023. In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023. Because collection of rents for the term of the lease no longer remains probable, a reduction of revenue of $1.6 million related to write-down of net assets associated with this lease is included in the Company's results for the three and six months ended June 30, 2023. The Company will recognize rental revenue on a cash basis through the effective date of the lease rejection.

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12. STOCK-BASED COMPENSATION

The Company currently has several types of employee stock-based compensation — restricted stock, restricted stock units ("RSUs"), and the Employee Stock Purchase Plan ("ESPP"). While the Company's plans also allow for the issuance of stock options, none were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of company stock.

The Company's compensation expense for the three and six months ended June 30, 2023 relates to restricted stock and RSUs awarded in 2023, 2022, 2021, and 2020, and the ESPP. Compensation expense for the three and six months ended June 30, 2022 relates to restricted stock, RSUs awarded in 2022, 2021, 2020, and 2019, and the ESPP. Restricted stock, the 2023 RSUs, 2022 RSUs, 2021 RSUs, and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed. The 2019 RSUs were liability-classified awards (settled in cash) for which the expense fluctuated from period to period dependent, in part, on the Company's stock price. For the three and six months ended June 30, 2023 and 2022, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Equity-classified awards:
Restricted stock	$	927	$	789	$	1,785	$	1,569
Market-based RSUs	1,108		936		2,859		2,148
Performance-based RSUs	303		312		783		684
Director grants	400		369		785		701
Employee Stock Purchase Plan	33		42		70		94
Total equity-classified award expense, net of forfeitures	2,771		2,448		6,282		5,196
Liability-classified awards
Time-vested RSUs	—		(152)		61		(20)
Dividend equivalent units	—		4		—		19
Total liability-classified award expense, net of forfeitures	—		(148)		61		(1)
Total stock-based compensation expense, net of forfeitures	$	2,771	$	2,300	$	6,343	$	5,195

Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards is discussed in note 15 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Grants of Equity-Classified Awards

Under the 2019 Plan, in June 2023, the Company granted 81,909 shares of stock with a grant date value of $1.6 million to independent members of the Company's board of directors (the "Board") for their service as members of the Board. These shares vested on the issuance date, and the Company records the related expense over the director's one year service period.

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13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 ($ in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to noncontrolling interests in CPLP from continuing operations	(3)		(6)		(7)		(12)
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available to common stockholders	$	22,621	$	34,052	$	44,817	$	62,036
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Net income per common share - basic	$	0.15	$	0.23	$	0.30	$	0.42
Earnings per common share - diluted:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	22,624	$	34,058	$	44,824	$	62,048
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Add:
Potential dilutive common shares - restricted stock units,     less shares assumed purchased at market price	380		280		328		277
Weighted average units of CPLP convertible into     common shares	25		25		25		25
Weighted average common shares - diluted	152,126		149,142		152,003		149,090
Net income per common share - diluted	$	0.15	$	0.23	$	0.29	$	0.42

The treasury stock method resulted in no dilution from shares expected to be issued under the ESPP or forward contracts for the future sales of common stock under the Company's ATM Program during the respective periods presented.

19

14. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the six months ended June 30, 2023 and 2022 is as follows ($ in thousands):

	2023		2022
Interest paid, net of amounts capitalized	$	48,502	$	29,456
Income taxes paid	—		—
Non-Cash Activity:
Common stock dividends declared and accrued	49,296		48,522
Tenant improvements funded by tenants	41,240		4,360

The following table provides a reconciliation of cash and cash equivalents recorded on the consolidated balance sheets to cash, cash equivalents, and restricted cash in the consolidated statements of cash flows ($ in thousands):

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	8,031	$	5,145

15. REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting, which classifies operations by property type and geographical region. The segments by property type are Office and Non-Office. The segments by geographical region are Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets are properties located in Chapel Hill (sold in September 2022), Houston, and Nashville. Included in Non-Office are retail and apartments in Chapel Hill (sold in September 2022) and Atlanta, as well as the College Street Garage in Charlotte. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of property and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments based in part on net operating income (“NOI”). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes fee income, other revenue, corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, gains/losses on extinguishment of debt, transaction costs, and other non-operating items.

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Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	73,160	$	469	$	73,629
Austin	68,161		—		68,161
Charlotte	14,675		1,781		16,456
Dallas	4,225		—		4,225
Phoenix	18,220		—		18,220
Tampa	18,741		—		18,741
Other markets	6,735		—		6,735
Total segment revenues	203,917		2,250		206,167
Less: Company's share of rental property revenues from unconsolidated joint ventures	(1,744)		(469)		(2,213)
Total rental property revenues	$	202,173	$	1,781	$	203,954

Three Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	68,860	$	439	$	69,299
Austin	59,054		—		59,054
Charlotte	13,929		1,301		15,230
Dallas	4,132		—		4,132
Phoenix	13,533		—		13,533
Tampa	17,216		—		17,216
Other markets	7,622		1,180		8,802
Total segment revenues	184,346		2,920		187,266
Less: Company's share of rental property revenues from unconsolidated joint ventures	(2,473)		(1,619)		(4,092)
Total rental property revenues	$	181,873	$	1,301	$	183,174

Six Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	145,292	$	926	$	146,218
Austin	136,044		—		136,044
Charlotte	29,493		3,542		33,035
Dallas	8,412		—		8,412
Phoenix	33,803		—		33,803
Tampa	37,489		—		37,489
Other markets	13,358		—		13,358
Total segment revenues	403,891		4,468		408,359
Less: Company's share of rental property revenues from unconsolidated joint ventures	(3,403)		(926)		(4,329)
Total rental property revenues	$	400,488	$	3,542	$	404,030

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Six Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	136,875	$	861	$	137,736
Austin	120,278		—		120,278
Charlotte	27,433		2,286		29,719
Dallas	8,328		—		8,328
Phoenix	26,963		—		26,963
Tampa	34,140		—		34,140
Other markets	14,949		2,539		17,488
Total segment revenues	368,966		5,686		374,652
Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,851)		(3,400)		(8,251)
Total rental property revenues	$	364,115	$	2,286	$	366,401

NOI by reportable segment for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	48,368	$	284	$	48,652
Austin	42,530		—		42,530
Charlotte	10,764		1,163		11,927
Dallas	3,218		—		3,218
Phoenix	10,250		—		10,250
Tampa	11,661		—		11,661
Other markets	3,606		—		3,606
Total Net Operating Income	$	130,397	$	1,447	$	131,844

Three Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	46,506	$	250	$	46,756
Austin	36,565		—		36,565
Charlotte	10,246		972		11,218
Dallas	3,191		—		3,191
Phoenix	9,868		—		9,868
Tampa	10,643		—		10,643
Other markets	4,145		665		4,810
Total Net Operating Income	$	121,164	$	1,887	$	123,051

22

Six Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	95,758	$	554	$	96,312
Austin	82,803		—		82,803
Charlotte	21,526		2,325		23,851
Dallas	6,443		—		6,443
Phoenix	22,023		—		22,023
Tampa	23,372		—		23,372
Other markets	7,176		—		7,176
Total Net Operating Income	$	259,101	$	2,879	$	261,980

Six Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	90,679	$	485	$	91,164
Austin	72,932		—		72,932
Charlotte	20,258		1,615		21,873
Dallas	6,498		—		6,498
Phoenix	18,843		—		18,843
Tampa	21,334		—		21,334
Other markets	8,440		1,574		10,014
Total Net Operating Income	$	238,984	$	3,674	$	242,658

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The following reconciles Net Operating Income from net income for each of the periods presented ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net Income	$	23,077	$	34,164	$	45,433	$	62,327
Fee income	(352)		(2,305)		(726)		(3,693)
Termination fee income	(6,570)		(449)		(6,706)		(1,911)
Other income	(14)		(201)		(2,292)		(2,484)
General and administrative expenses	8,021		6,996		16,459		15,059
Interest expense	25,972		16,549		51,002		32,074
Depreciation and amortization	80,269		69,861		156,039		140,605
Reimbursed expenses	159		677		366		1,037
Other expenses	476		425		861		646
Income from unconsolidated joint ventures	(753)		(5,280)		(1,426)		(6,404)
Net operating income from unconsolidated joint ventures	1,559		2,542		2,968		5,261
Loss (gain) on investment property transactions	—		(28)		2		41
Loss on extinguishment of debt	—		100		—		100
Net Operating Income	$	131,844	$	123,051	$	261,980	$	242,658

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Overview of 2023 Performance and Company and Industry Trends

Cousins Properties Incorporated ("Cousins") (and collectively, with its subsidiaries, the "Company," "we," "our," or "us") is a publicly traded (NYSE: CUZ), self-administered, and self-managed real estate investment trust, or REIT. Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. CPLP owns Cousins TRS Services LLC, a taxable entity that owns and manages its own real estate portfolio and performs certain real estate related services for other parties. Our strategy is to create value for our stockholders through ownership of the premier urban office portfolio in the Sun Belt markets, with a particular focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. This strategy is based on a disciplined approach to capital allocation that includes opportunistic acquisitions, selective developments, and timely dispositions of non-core assets with a goal of maintaining a portfolio of newer and more efficient properties with lower capital expenditure requirements. This strategy is also based on a simple, flexible, and low-leveraged balance sheet that allows us to pursue compelling growth opportunities at the most advantageous points in the cycle. To implement this strategy, we leverage our strong local operating platforms within each of our major markets.

During the quarter, we leased or renewed 435,000 square feet of office space. Straight-line basis net rent per square foot increased 19.6% for those office spaces that were under lease within the past year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties increased 6.3% between the three months ended June 30, 2023 and 2022.

As noted above, we continue to execute new, renewal, and expansion leases with net rent increases during this current period of several socio-economic challenges. While policies and practices of employers regarding hybrid work arrangements continue to evolve, we believe our customers will prioritize a culture that fosters collaboration, innovation, and productivity, and that our customers will, accordingly, expect their employees to be present in person on a more consistent basis within our high-quality and well-amenitized properties. We have seen an increase in physical occupancy in the first half of 2023, which has driven an increase in parking revenue and certain operating expenses. Although difficult to estimate, we expect this gradual increase will continue throughout the remainder of 2023. Factors that could cause actual results to differ materially from our current expectations are set forth under "Disclosure Regarding Forward Looking Statements."

Results of Operations For The Three and Six Months Ended June 30, 2023

General

Net income available to common stockholders for the three and six months ended June 30, 2023 was $22.6 million and $44.8 million, respectively. For the three and six months ended June 30, 2022, the net income available to common stockholders was $34.1 million and $62.0 million, respectively. We detail below material changes in the components of net income available to common stockholders for the three and six months ended June 30, 2023 compared to 2022.

Rental Property Revenue, Rental Property Operating Expenses, and Net Operating Income

The following results include the performance of our Same Property portfolio. Our Same Property portfolio includes office properties that were stabilized and owned by us for the entirety of each comparable reporting period presented. A project is stabilized when it is substantially complete and held for occupancy, which is the earlier of (1) the date on which the project achieves 90% economic occupancy or (2) one year from cessation of major construction activity on the core building development. Same Property amounts for the 2023 versus 2022 comparison are from properties that were stabilized and owned as of January 1, 2022 through June 30, 2023.

We use Net Operating Income ("NOI"), a non-GAAP financial measure, to assess the operating performance of our properties. NOI is also widely used by industry analysts and investors to evaluate performance. NOI, which is rental property revenues (excluding termination fees) less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. Certain items, such as interest expense, while included in net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation, amortization, as well as gains or losses on sales of depreciated investment assets and impairment are also excluded from NOI. Same Property NOI allows analysts, investors, and management to analyze continuing operations and evaluate the growth trend of our portfolio.

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Consolidated rental property revenues, rental property operating expenses, and NOI changed between the 2023 and 2022 periods as follows ($ in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Rental Property Revenues
Same Property	$	186,316	$	175,329	$	10,987	6.3	%	$	374,037	$	351,599	$	22,438	6.4	%
Non-Same Property	11,068		7,396		3,672		49.6	%	23,287		12,891		10,396		80.6	%
	197,384		182,725		14,659		8.0	%	397,324		364,490		32,834		9.0	%
Termination Fee Income	6,570		449		6,121				6,706		1,911		4,795
Total Rental Property Revenues	$	203,954	$	183,174	$	20,780			$	404,030	$	366,401	$	37,629
Rental Property Operating Expenses
Same Property	$	63,794	$	60,089	$	3,705	6.2	%	$	132,042	$	123,210	$	8,832	7.2	%
Non-Same Property	3,305		2,127		1,178		55.4	%	6,270		3,883		2,387		61.5	%
Total Rental Property Operating Expenses	$	67,099	$	62,216	$	4,883	7.8	%	$	138,312	$	127,093	$	11,219	8.8	%
Net Operating Income
Same Property NOI	$	122,522	$	115,240	$	7,282	6.3	%	$	241,995	$	228,389	$	13,606	6.0	%
Non-Same Property NOI	7,763		5,269		2,494		47.3	%	17,017		9,008		8,009		88.9	%
Total NOI	$	130,285	$	120,509	$	9,776	8.1	%	$	259,012	$	237,397	$	21,615	9.1	%

Same Property Rental Property Revenues increased for the three and six months ended June 30, 2023 compared to the same period in the prior year primarily due to an increase in economic occupancy at our Domain and Buckhead Plaza office properties and related increases in revenues recognized from tenant funded improvements owned by us. Our tenants are increasingly funding capital improvements at our buildings in excess of their tenant improvement allowances as they look to highly amenitized and creative office spaces to attract employees back into the office.

Same Property Operating Expenses increased for the three and six months ended June 30, 2023 compared to the same period in the prior year primarily due to increases in real estate tax expense and an increase in other operating expenses driven by inflation and higher physical occupancy at our properties.

Non-Same Property Rental Property Revenues, operating expenses, and NOI increased for the three and six months ended June 30, 2023 compared to the same period in the prior year primarily due to operations at our 100 Mill and Heights Union operating properties as they reached stabilization in 2022 and commencement of operations following a full building redevelopment project at Promenade Central in November 2022. These increases are partially offset by a decrease in revenues related to the write-down of net assets associated with SVB Financial Group's ("SVB Financial") bankruptcy and the impact of the rejection in bankruptcy of SVB Financial's lease at our Hayden Ferry I operating property. For more information related to this write-down, see note 11 of the notes to condensed consolidated financial statements. Hayden Ferry I was moved to Non-Same Property during the three months ended June 30, 2023, due to the financial disruption related to SVB Financial's bankruptcy and our plans to remove the property from operations in the fourth quarter for redevelopment.

Termination Fee income increased for the three and six months ended June 30, 2023 compared to the same period in the prior year and is recorded based on the timing of termination notices or negotiated agreements and expected move outs. The increase in termination fee income is driven by an increase in negotiated early terminations that were largely contemporaneous with the timing of leases executed with replacement tenants for the same leased space.

Fee Income

Fee income decreased $2.0 million, or 84.7%, and $3.0 million, or 80.3%, for the three and six months ended June 30, 2023 compared to the same period in the prior year. The decrease is primarily due to the completion of the Norfolk Southern transactions during the third quarter of 2022. For more information related to the Norfolk Southern transactions, see note 3 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

Interest Expense

Interest expense, net of amounts capitalized, increased $9.4 million, or 56.9%, and $18.9 million, or 59.0%, for the three and six months ended June 30, 2023, compared to the same period in the prior year. This increase is primarily due to the issuance of the 2022 Term Loan in October of 2022, refinancing of the mortgage loans on our Terminus operating properties in December 2022, increases in the interest rates on other variable rate debt, and an increase in average outstanding balance on our line of credit.

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Depreciation and Amortization

Depreciation and amortization changed between the 2023 and 2022 periods as follows ($ in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Depreciation and Amortization
Same Property	$	72,431	$	66,826	$	5,605	8.4	%	$	142,259	$	134,805	$	7,454	5.5	%
Non-Same Property	7,727		2,877		4,850		168.6	%	13,561		5,487		8,074		147.1	%
Non-Real Estate Assets	111		158		(47)		(29.7)	%	219		313		(94)		(30.0)	%
Total Depreciation and Amortization	$	80,269	$	69,861	$	10,408	14.9	%	$	156,039	$	140,605	$	15,434	11.0	%

Same Property depreciation and amortization increased for the three and six months ended June 30, 2023 compared to the same period in the prior year due to an increase in tenant improvements being placed into service.

Non-Same Property depreciation and amortization increased for the three and six months ended June 30, 2023 compared to the same period in the prior year. The increase is primarily due to increased depreciation at our 100 Mill and Heights Union operating properties as they reached stabilization in 2022, and at Promenade Central following a full building redevelopment project completed in November 2022.

Income and Net Operating Income from Unconsolidated Joint Ventures

Income from unconsolidated joint ventures consisted of the Company's share of the following ($ in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Income from unconsolidated joint ventures	$	753	$	5,280	$	(4,527)	(85.7)	%	$	1,426	$	6,404	$	(4,978)	(77.7)	%
Depreciation and amortization	476		1,111		(635)		(57.2)	%	955		2,235		(1,280)		(57.3)	%
Loss (gain) on sale of depreciated investment property	—		40		(40)		(100.0)	%	—		(84)		84		(100.0)	%
Gain on sale of undepreciated property	—		(4,500)		4,500		(100.0)	%	—		(4,500)		4,500		(100.0)	%
Interest expense	362		689		(327)		(47.5)	%	642		1,306		(664)		(50.8)	%
Other expense	6		16		(10)		(62.5)	%	20		27		(7)		(25.9)	%
Other income	(38)		(94)		56		(59.6)	%	(75)		(127)		52		(40.9)	%
Net operating income from unconsolidated joint ventures	$	1,559	$	2,542	$	(983)	(38.7)	%	$	2,968	$	5,261	$	(2,293)	(43.6)	%
Net operating income:
Same Property	1,257		1,224		33		2.7	%	2,367		2,394		(27)		(1.1)	%
Non-Same Property	302		1,318		(1,016)		(77.1)	%	601		2,867		(2,266)		(79.0)	%
Net operating income from unconsolidated joint ventures	$	1,559	$	2,542	$	(983)	(38.7)	%	$	2,968	$	5,261	$	(2,293)	(43.6)	%

Income from unconsolidated joint ventures decreased for the three and six months ended June 30, 2023 primarily due to the gain on sale of land parcel by a joint venture and a decrease in income and decrease in depreciation and amortization, as a result of the sale of our interest in the Carolina Square joint venture in September 2022.

Non-Same Property NOI from unconsolidated joint ventures decreased for the three and six months ended June 30, 2023 primarily due to the sale of our interest in the Carolina Square joint venture in September 2022.

Funds From Operations

The table below shows Funds from Operations (“FFO”) and the related reconciliation from net income available to common stockholders. We calculate FFO in accordance with the Nareit definition, which is net income available to common stockholders (computed in accordance with GAAP), excluding extraordinary items, cumulative effect of change in accounting principle, and gains on sale or impairment losses on depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis.

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FFO is used by industry analysts and investors as a supplemental measure of a REIT’s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, Nareit created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates operating performance, in part, based on FFO. Additionally, we use FFO, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to our officers and other key employees.

The reconciliation of net income to FFO is as follows for the three and six months ended June 30, 2023 and 2022 ($ in thousands, except per share information):

	Three Months Ended June 30,
	2023					2022
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	22,621	151,721	$	0.15	$	34,052	148,837	$	0.23
Noncontrolling interest related to unitholders	3		25	—		6		25	—
Conversion of unvested restricted stock units	—		380	—		—		280	—
Net Income — Diluted	22,624		152,126	0.15		34,058		149,142	0.23
Depreciation and amortization of real estate assets:
Consolidated properties	80,158		—	0.53		69,703		—	0.47
Share of unconsolidated joint ventures	476		—	—		1,111		—	—
Partners' share of real estate depreciation	(307)		—	—		(153)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	—		—	—		(28)		—	—
Share of unconsolidated joint ventures	—		—	—		40		—	—
Funds From Operations	$	102,951	152,126	$	0.68	$	104,731	149,142	$	0.70

	Six Months Ended June 30,
	2023					2022
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	44,817	151,650	$	0.30	$	62,036	148,788	$	0.42
Noncontrolling interest related to unitholders	7		25	—		12		25	—
Conversion of unvested restricted stock units	—		328	(0.01)		—		277	—
Net Income — Diluted	44,824		152,003	0.29		62,048		149,090	0.42
Depreciation and amortization of real estate assets:
Consolidated properties	155,820		—	1.03		140,292		—	0.94
Share of unconsolidated joint ventures	955		—	—		2,235		—	0.01
Partners' share of real estate depreciation	(556)		—	—		(376)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	2		—	—		41		—	—
Share of unconsolidated joint ventures	—		—	—		(84)		—	—
Funds From Operations	$	201,045	152,003	$	1.32	$	204,156	149,090	$	1.37

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Net Operating Income

Company management evaluates the performance of its property portfolio, in part, based on NOI. NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of our operating assets. NOI excludes corporate general and administrative expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, and other non-operating items.

The following table reconciles NOI for consolidated properties from net income for each of the periods presented ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net Income	$	23,077	$	34,164	$	45,433	$	62,327
Fee income	(352)		(2,305)		(726)		(3,693)
Termination fee income	(6,570)		(449)		(6,706)		(1,911)
Other income	(14)		(201)		(2,292)		(2,484)
General and administrative expenses	8,021		6,996		16,459		15,059
Interest expense	25,972		16,549		51,002		32,074
Depreciation and amortization	80,269		69,861		156,039		140,605
Reimbursed expenses	159		677		366		1,037
Other expenses	476		425		861		646
Income from unconsolidated joint ventures	(753)		(5,280)		(1,426)		(6,404)
Loss (gain) on investment property transactions	—		(28)		2		41
Loss on extinguishment of debt	—		100		—		100
Net Operating Income	$	130,285	$	120,509	$	259,012	$	237,397

Liquidity and Capital Resources

Our primary short-term and long-term liquidity needs include the following:

•property operating expenses;

•property and land acquisitions;

•expenditures on development and redevelopment projects;

•building improvements, tenant improvements, and leasing costs;

•principal and interest payments on indebtedness;

•general and administrative costs; and

•common stock dividends and distributions to outside unitholders of CPLP.

We may satisfy these needs with one or more of the following:

•cash and cash equivalents on hand;

•net cash from operations;

•proceeds from the sale of assets;

•borrowings under our credit facility;

•proceeds from mortgage notes payable;

•proceeds from construction loans;

•proceeds from unsecured loans;

•proceeds from offerings of equity securities; and

•joint venture formations.

Our material capital expenditure commitments as of June 30, 2023 include $153.1 million of unfunded tenant improvements and construction costs. As of June 30, 2023, we had $148.5 million drawn under our credit facility with the ability to borrow the remaining $851.5 million, as well as $8.0 million of cash and cash equivalents. We expect to have sufficient liquidity to meet our obligations for the foreseeable future.

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Other Debt Information

In addition to our $1 billion unsecured Credit Facility (with $148.5 million outstanding as of June 30, 2023), we also have unsecured debt from two term loans totaling $750 million and five tranches of unsecured senior notes totaling $1 billion. Our existing mortgage debt is comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. We expect to either refinance the non-recourse mortgages at maturity or repay the mortgages with proceeds from asset sales, debt, or other capital resources. 86% of our consolidated debt bears interest at a fixed rate. The 14% of consolidated debt that bears interest at a floating rate is based on SOFR.

We are in compliance with all covenants of our existing unsecured and secured debt.

Future Capital Requirements

To meet capital requirements for future investment activities over the long-term, we intend to actively manage our portfolio of properties and strategically sell assets to exit our non-core holdings and reposition our portfolio of income-producing assets. We expect to continue to utilize cash retained from operations, as well as third-party sources of capital such as indebtedness, to fund future commitments as well as utilize construction facilities for some development assets, if available and under appropriate terms.

We may also generate capital through the issuance of securities that include common or preferred stock, warrants, debt securities, depository shares, or the issuance of CPLP limited partnership units.

Our business model also includes raising or recycling capital, which can assist in meeting obligations and funding development and acquisition activity. If one or more sources of capital are not available when required, we may be forced to reduce the number of projects we acquire or develop and/or raise capital on potentially unfavorable terms, or we may be unable to raise capital, which could have an adverse effect on our financial position or results of operations.

Cash Flows

We report and analyze our cash flows based on operating activities, investing activities, and financing activities. The following table sets forth the changes in cash flows ($ in thousands):

	Six Months Ended June 30,
	2023		2022		Change
Net cash provided by operating activities	$	161,071	$	157,689	$	3,382
Net cash used in investing activities	(149,671)		(193,346)		43,675
Net cash provided by (used in) financing activities	(8,514)		30,777		(39,291)

The reasons for significant increases and decreases in cash flows between the periods are as follows:

Cash Flows from Operating Activities. Cash flows provided by operating activities increased $3.4 million between the 2023 and 2022 six month periods primarily due to the following: timing of receipt of prepaid rents from tenants; increase in physical occupancy at our Domain and Buckhead Plaza properties; and the stabilization in 2022 of 100 Mill and Heights Union.

Cash Flows from Investing Activities. Cash flows used in investing activities decreased $43.7 million between the 2023 and 2022 six month periods primarily due to a decrease in capital expenditures related to our 2022 redevelopment activity at two of our operating properties, including a full building redevelopment of Promenade Central, and a decrease in contributions to our Neuhoff Holdings LLC ("Neuhoff") joint venture to fund our equity share of the development of the Nashville mixed-used project.

Cash Flows from Financing Activities. Cash flows provided by financing activities decreased $39.3 million between the 2023 and 2022 six month periods primarily due to cash provided by the settlement of forward contracts sold under our Equity Distribution Agreement known as at-the-market stock offering program ("ATM Program") in June 2022, partially offset by cash used for the purchase of our partners 10% interest in a joint venture in April 2022 and an increase in net borrowings on our credit facility.

Non-Cash Activities. Our tenants are increasingly funding capital improvements at our buildings in excess of their tenant improvement allowances as they look to highly amenitized and creative office spaces to attract employees back into the office. These tenant funded improvements, which are owned by us, are recorded as an asset within operating properties and deferred income on our balance sheet. The increase in non-cash activity related to tenant improvements recorded in deferred income during the period is primarily due to a significant amount of such tenant funded improvements being placed into service during the period.

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Capital Expenditures. We incur costs related to our real estate assets that include acquisition of properties, development of new properties, redevelopment of existing or newly purchased properties, leasing costs (including tenant improvements) for new or replacement tenants, and ongoing property repairs and maintenance.

Capital expenditures for assets we develop or acquire and then hold and operate are included in the property acquisition, development, and tenant asset expenditures line item within investing activities on the consolidated statements of cash flows. The change in amounts accrued are removed from the table below to show the components of these costs on a cash basis. Components of costs included in this line item for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

	Six Months Ended June 30,
	2023		2022
Operating — leasing costs	$	63,120	$	23,722
Operating — building improvements	37,365		76,207
Capitalized interest	10,096		7,041
Development	7,622		57,815
Capitalized personnel costs	3,720		4,249
Change in accrued capital expenditures	12,356		3,172
Total property acquisition, development, and tenant asset expenditures	$	134,279	$	172,206

Capital expenditures decreased $37.9 million between the 2023 and 2022 periods primarily due to decreased spend on building improvements primarily related to renovations at 3350 Peachtree and Promenade Tower in 2022, the approaching completion of development activities at Domain 9 which began in 2021, and completion of development activities at our 100 Mill property that stabilized in the fourth quarter of 2022. These decreases were partially offset by an increase in leasing costs for commissions and tenant improvements and a decrease in accrued capital expenditures.

The amounts of tenant improvement and leasing costs for our office portfolio on a per square foot basis for the three months ended June 30, 2023 and 2022 were as follows:

	2023	2022
New leases	$13.83	$11.86
Renewal leases	$11.91	$7.17
Expansion leases	$2.24	$9.17

The amounts of tenant improvement and leasing costs on a per square foot basis vary by lease and by market.

Dividends. We paid common dividends of $97.3 million and $93.7 million in the six months ended June 30, 2023 and 2022, respectively. We expect to fund our future quarterly common dividends with cash provided by operating activities, also using proceeds from investment property sales, distributions from unconsolidated joint ventures, indebtedness, and proceeds from offerings of equity securities, if necessary.

On a quarterly basis, we review the amount of the common dividend in light of current and projected future cash flows from the sources noted above and also consider the requirements needed to maintain our REIT status. In addition, we have certain covenants under credit agreements that could limit the amount of common dividends paid. In general, common dividends of any amount can be paid as long as leverage, as defined in our credit agreements, is less than 60% and we are not in default. Certain conditions also apply in which we can still pay common dividends if leverage is above that amount. We routinely monitor the status of our common dividend payments in light of the covenants of our credit agreements.

Off Balance Sheet Arrangements

General. We have a number of off balance sheet joint ventures with varying structures, as described in note 6 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 and in note 3 of the notes to condensed consolidated financial statements. The joint ventures in which we have an interest are involved in the ownership, acquisition, and/or development of real estate. A venture will fund capital requirements or operational needs with cash from operations or financing proceeds, if possible. If additional capital is deemed necessary, a venture may request a contribution from the partners, and we will evaluate such request.

Debt. At June 30, 2023, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $248.6 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In addition, in certain instances, we

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provide “non-recourse carve-out guarantees” on these non-recourse loans. Certain of these loans have variable interest rates, which creates exposure to the ventures in the form of market risk from interest rate changes.

Critical Accounting Policies

There have been no material changes in the critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the market risk associated with our notes payable at June 30, 2023 compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4.    Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness, design, and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon the foregoing, the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures were effective. In addition, based on such evaluation, we have identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings.

Information regarding legal proceedings is described under the subheading "Litigation" in note 9 of the notes to condensed consolidated financial statements.

Item 1A. Risk Factors.

Risk factors that affect our business and financial results are discussed in Part I, "Item 1A. Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

For information on our equity compensation plans, see note 15 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022, and note 12 of the notes to condensed consolidated financial statements. We did not make any sales of unregistered securities or purchase any common shares during the second quarter of 2023.

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Item 6. Exhibits.

2.1		Agreement and Plan of Merger, dated March 25, 2019, by and among the Registrant, Murphy Subsidiary Holdings Corporation, and TIER REIT, Inc., filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2019, and incorporated herein by reference.
3.1		Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.
3.1.1		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.
3.1.2		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.
3.1.3		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 10, 2010, and incorporated herein by reference.
3.1.4		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant's Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.
3.1.5		Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016 (incorporated by reference from Exhibit 3.1 and Exhibit 3.1.1 to the Registrant's Current Form 8-K filed on October 7, 2016).
3.1.6		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.
3.1.7		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.
3.2		Bylaws of the Registrant, as amended and restated December 4, 2012, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 7, 2012, and incorporated herein by reference.
3.2.1		Bylaws of the Registrant, as amended and restated July 26, 2022, filed as Exhibit 3.2.1 to the Registrant's Form 10-Q for the quarter ended June 30, 2022, and incorporated herein by reference.
3.2.2	†	Bylaws of the Registrant, as amended and restated July 25, 2023.
31.1	†	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	†	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	†	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	†	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	†	The following financial information for the Registrant, formatted in inline XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets, (ii) the consolidated statements of operations, (iii) the consolidated statements of equity, (iv) the consolidated statements of cash flows, and (v) the notes to condensed consolidated financial statements.
104	†	Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).

 † Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COUSINS PROPERTIES INCORPORATED
 

/s/ Gregg D. Adzema

Gregg D. Adzema 

Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer) 

Date: July 27, 2023

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EX-3.2 2

Exhibit 3.2.2

BYLAWS OF

COUSINS PROPERTIES INCORPORATED

(Amended and Restated as of July 25, 2023)

Article I.

SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Georgia, on such date and at such time as the Board of Directors may by resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal office of Cousins Properties Incorporated (the “Corporation”) at 12:00 Noon on the last Tuesday in April of each year, or, if such date is a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of shareholders held within the year that such meeting shall be in lieu of the annual meeting. Subject to the laws of the State of Georgia, the annual meeting of the shareholders may occur in any format selected by the Board of Directors, including but not limited to “in person” (with shareholders invited to be physically present), “virtually” (with shareholders invited to be present through an internet streaming platform or similar service), or “hybrid” (with shareholders invited to select between physical presence or participation virtually), all as determined by the Board of Directors.

Section 2. Special Meeting; Call and Notice of Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the Chair of the Board of Directors, or the Chief Executive Officer. In addition, the Board of Directors will call a special meeting of shareholders, to the extent required by this Section 2, upon written request of a shareholder (or a group of shareholders formed for the purpose of making such request) who or which has beneficial ownership of an aggregate at least twenty-five percent (25%) of the outstanding common stock of the Corporation. Such meetings shall be held at such place, either within or without the State of Georgia, on such date and such time as the Board of Directors may by resolution provide, so long as the same shall be not more than seventy (70) days after the record date for such meeting; provided, however, that in fixing a date and time for any shareholder requested special meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the special meeting, and any plan of the Board of Directors to call an annual or special meeting. The holders of the requisite percentage of common stock may request such a special meeting by submitting a written notice of demand to the Secretary of the Corporation at the principal executive offices of the Corporation. Such written notice of demand shall be signed by the shareholder or shareholders holding the requisite percentage of the voting power to demand a special meeting and shall also set forth the information required by Section 6(a)(iii) of these Bylaws (in the case of a proposal of other business) and Section 6(b)(iv) of these Bylaws (in the case of a nomination of directors), and such information shall be updated as set forth in Section 6(d) of these Bylaws. Written notice of each meeting of shareholders, stating the time and place of the meeting, the meeting format, and the purpose of any special meeting, shall be mailed by the Corporation to each shareholder entitled to vote at or to notice of such meeting at

Exhibit 3.2.2

his or her address shown on the books of the Corporation not less than ten (10) nor more than sixty (60) days prior to such meeting unless such shareholder waives notice of the meeting. Any shareholder may execute a waiver of notice, in person or by proxy, either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting in person or represented by proxy. Neither the business transacted at, nor the purpose of, any meeting need be stated in the waiver of notice of such meeting, except that, with respect to a waiver of notice of a meeting at which (i) an amendment to the Articles of Incorporation; (ii) a plan of merger or share exchange; (iii) a sale of all or substantially all of the Corporation's assets; or (iv) any other action which would entitle shareholders of the Corporation to dissent and obtain payment for his or her shares is considered, information as required by the Georgia Business Corporation Code (the “Code”) must be delivered to the shareholder prior to his or her execution of the waiver of notice or the waiver itself must conspicuously and specifically waive the right to such information.

Any requesting shareholder may revoke a request for a special meeting at any time by a written or electronic revocation delivered to the Secretary of the Corporation at the principal executive offices of the Corporation. If, following such revocation at any time before the date of the shareholder requested special meeting, the remaining requests are from shareholders holding less than the twenty-five percent (25%) of the outstanding common stock of the Corporation, then the Board of Directors, in its discretion, may cancel the shareholder requested special meeting.

Notice of any meeting may be given by the Chief Executive Officer, the Secretary of the Corporation, Assistant Secretary or by the person or persons calling such meeting. No notice need be given of the time and place of reconvening of any adjourned meeting, if the time and place to which the meeting is adjourned are announced at the adjourned meeting.

Section 3. Quorum; Required Shareholder Vote; Adjournments. A quorum for the transaction of business at any annual or special meeting of shareholders shall exist when the holders of a majority of the outstanding shares entitled to vote are represented either in person (or for meetings held in a format other than in person (including in virtual or hybrid format), through entry in the electronic platform or otherwise participating in such meeting in accordance with the procedures established by the Board of Directors in accordance with the laws of the State of Georgia) or by proxy at such meeting. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless otherwise provided by law, by the Articles of Incorporation or by these Bylaws. When a quorum is once present to organize a meeting, the shareholders present may continue to do business at the meeting or at any adjournment thereof (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the Chair of the meeting, or shareholders, by the affirmative vote of a majority of the voting shares represented at a meeting, may adjourn any meeting from time to time to any other time or any other place. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Exhibit 3.2.2

Section 4. Proxies. A shareholder may vote either in person or by a proxy in accordance with the Code. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 5. Action of Shareholders Without Meeting. Any action required to be, or which may be, taken at a meeting of the shareholders, may be taken without a meeting if written consent, setting forth the actions so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, except that information as required by the Code must be delivered to the shareholders prior to their execution of the consent or the consent must conspicuously and specifically waive the right to such information. Such consent shall have the same force and effect as a unanimous affirmative vote of the shareholders and shall be filed with the minutes of the proceedings of the shareholders.

Section 6. Shareholder Proposals and Nominations.

a.Business at Annual Meetings of Shareholders.

1.Only such business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) shall be conducted at an annual meeting of the shareholders as shall have been brought before the meeting (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (B) by or at the direction of the Board of Directors; or (C) by any shareholder of the Corporation who (1) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(a) and at the time of the meeting; (2) is entitled to vote at the meeting; and (3) complies with the notice procedures set forth in this Article I, Section 6(a). For the avoidance of doubt, the foregoing clause (C) of this Article I, Section 6(a)(i) shall be the exclusive means for a shareholder to propose such business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) before an annual meeting of shareholders.

2.For business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form as described in Article I, Section 6(a)(iii) hereof to the Secretary of the Corporation and such business must otherwise be appropriate for shareholder action under the provisions of the Code. To be timely, a shareholder’s notice for such business must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120)

Exhibit 3.2.2

days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date, such shareholder’s notice must be delivered by the later of (A) the tenth day following the day of the Public Announcement (as defined in Article I, Section 6(f) below) of the date of the annual meeting or (B) the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

3.To be in proper written form, a shareholder’s notice to the Secretary of the Corporation shall bear the signature of each shareholder (or duly authorized agent) signing the request, including the date of each such signature, and shall set forth, as to each matter of business the shareholder proposes to bring before the annual meeting, the following information: (A) a brief description of the business desired to be brought before the annual meeting (including the specific text of any resolutions or actions proposed for consideration and if such business includes a proposal to amend the Articles of Incorporationor these Bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the annual meeting; (B) the name and address of the shareholder proposing such business, as they appear on the Corporation’s books, the residence name and address (if different from the Corporation’s books) of such proposing shareholder, and the name and address of any Shareholder Associated Person (as defined in Article I, Section 6(f) below) covered by clauses (C), (D), (F) and (G) below; (C) the class and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such shareholder or by any Shareholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions (as defined in Article I, Section 6(f) below) directly or indirectly held or beneficially held by the shareholder or any Shareholder Associated Person, and whether and the extent to which a Hedging Transaction (as defined in Article I, Section 6(f) below) has been entered into by or on behalf of such shareholder or any Shareholder Associated Person, along with evidence of the fact and duration of the shareholder’s beneficial ownership of such stock consistent with what is required under Regulation 14A of the Exchange Act; (D) include an acknowledgement by each shareholder and any duly authorized agent that any disposition of shares of capital stock of the Corporation as to which such shareholder has beneficial ownership as of the date of delivery of the shareholder notice and prior to the record date for the meeting shall constitute a revocation of such request with respect to such shares; (E) a description of all agreements, arrangements or understandings (whether written or oral) between such shareholder or any Shareholder Associated Person and any other person or entity (including their names) in connection with the proposal of such business by such shareholder and

Exhibit 3.2.2

any material interest of such shareholder, any Shareholder Associated Person or such other person or entity in such business, including any anticipated benefits therefrom to such shareholder or any Shareholder Associated Person or any other person or entity; (F) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (G) any other information related to such shareholder or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such shareholder or Shareholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act; and (H) a representation as to whether such shareholder or any Shareholder Associated Person intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal or otherwise to solicit proxies from shareholders in support of the proposal. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(a) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof, along with promptly providing any other information reasonably requested by the Corporation to allow it to satisfy its obligations under applicable law.

4.Notwithstanding anything in these Bylaws to the contrary, no business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and is governed exclusively by Article I, Section 6(b) hereof) shall be conducted at an annual meeting except in accordance with the procedures set forth in this Article I, Section 6(a). At an annual meeting, the Chair of the meeting shall determine, if the facts warrant, whether business was properly brought before the meeting and in accordance with the provisions prescribed by these Bylaws, and if the Chair should determine that it was not brought properly and in accordance with the provisions prescribed by these Bylaws, then the Chair shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

b.Nominations at Annual Meetings of Shareholders.

1.Only persons who are nominated in accordance and compliance with the procedures set forth in this Article I, Section 6(b) shall be eligible for election to the Board of Directors at an annual meeting of shareholders.

2.Nominations of persons for election to the Board of Directors may be made at an annual meeting of shareholders only (A) by or at the direction of the Board of Directors or (B) by any shareholder of the Corporation who (1) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(b)(ii) and at the time of the

Exhibit 3.2.2

meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures set forth in this Article I, Section 6(b)(ii). For the avoidance of doubt, clause (B) of this Article I, Section 6(b)(ii) shall be the exclusive means for a shareholder to make nominations of persons for election to the Board of Directors at an annual meeting of shareholders. Any nominations by shareholders at an annual meeting of shareholders shall be made pursuant to timely notice in proper written form as described in Article I, Section 6(b)(iv) hereof to the Secretary of the Corporation. To be timely, a shareholder’s notice for the nomination of persons for election to the Board of Directors must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation in proper written form not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date, such shareholder’s notice must be delivered by the later of (C) the tenth day following the day of the Public Announcement of the date of the annual meeting or (D) the date which is ninety (90) days prior to the date of the annual meeting. In no event shall any adjournment, deferral or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

3.To be eligible to be a shareholder’s nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 6(b) or Section 6(c), as applicable) to the Secretary of the Corporation at the principle executive offices of the Corporation a written representation and agreement that such person (A) understands that, as a director of the Corporation, he or she will owe a fiduciary duty, under the Code, exclusively to the Corporation and all its shareholders; (B) is not and will not become a party to (x) any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation in such representation and agreement, or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (C) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed to the Corporation in such representation and agreement; (D) would be in compliance, if elected as a director of the Corporation, and will comply with all of the Corporation’s corporate governance, conflict of interest, confidentiality, and stock ownership and

Exhibit 3.2.2

trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors, as well as any applicable law, rule, or regulation or listing requirement; and (E) will make such other acknowledgments, enter into such agreements, and provide such information as the Board of Directors requires of all directors.

4.To be in proper written form, a shareholder’s notice to the Secretary of the Corporation shall set forth (A) as to each person whom the shareholder proposes to nominate for election or re-election as a director of the Corporation, (1) the name, age, business address, and residence address of the person; (2) the principal occupation or employment of the person; (3) the class or series and number of shares of capital stock of the Corporation which are directly or indirectly owned beneficially or of record by the person or by any affiliates or associates of such person; (4) the date such shares were acquired; (5) a description of any Derivative Positions directly or indirectly held or beneficially held by the person or any affiliates or associates of such person, and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of such shareholder or any affiliates or associates of such person; (6) as an appendix, the written representation and agreement required by Section 6(b)(iii) above; and (7) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in any proxy statement as a nominee, if applicable, and to serving if elected); and (B) as to the shareholder giving the notice (1) the name and address of such shareholder, as they appear on the Corporation’s books, the residence name and address (if different from the Corporation’s books) of such proposing shareholder, and the name and address of any Shareholder Associated Person covered by clauses (2), (3), (5) and (6) below; (2) the class and number of shares of stock of the Corporation which are directly or indirectly held of record or beneficially owned by such shareholder or by any Shareholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions directly or indirectly held or beneficially held by the shareholder or any Shareholder Associated Person, and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of such shareholder or any Shareholder Associated Person; (3) a description of all agreements, arrangements or understandings (whether written or oral, and including financial transactions and direct or indirect compensation) between such shareholder or any Shareholder Associated Person and each proposed nominee and any other person or entity (including their names) pursuant to which the nomination(s) are to be made by such shareholder; (4) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (5) a

Exhibit 3.2.2

representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (6) any other information relating to such shareholder or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved), or otherwise required, pursuant to Section 14 of the Exchange Act; (7) all completed and signed questionnaires with respect to theshareholder and each proposed nominee, in the form provided by the Secretary of the Corporation (which form(s) will be provided within ten (10) days following a written request delivered to the Secretary of the corporation by a shareholder), and (8) a representation as to whether such shareholder or any Shareholder Associated Person intends (x) to solicit proxies or votes in support of the election of the proposed nominee, in accordance with Rule 14a-19 promulgated under the Exchange Act, and/or (y) to deliver a proxy statement or form of proxy to the holders of a sufficient number of the Corporation’s outstanding shares to elect each proposed nominee or otherwise to solicit proxies from shareholders in support of the nomination. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serving as a director if elected. In addition to the information required pursuant to this Section 6(b), or any other provision of these Bylaws, the Corporation may require any proposed nominee to furnish any other information (i) that may reasonably be requested by the Corporation to determine whether the nominee would be independent under the rules and listing standards of the New York Stock Exchange, any applicable rules of the Securities and Exchange Commission, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, (ii) that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee, or (iii) that may reasonably be requested by the Corporation to determine the eligibility of such nominee to serve as a director of the Corporation. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(b) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof. In the event that the Board of Directors determines, in its sole but reasonable discretion, that a nomination was not made in accordance with the procedures prescribed by these Bylaws, then the Board of Directors may direct the Secretary of the Corporation, by resolution, to omit that nomination from the proxy card to be delivered by the Corporation to its shareholders for the meeting. Further, at an annual meeting, the Chair of the meeting shall determine, if the facts warrant, that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the Chair should so determine, the Chair shall so declare to the meeting, and the defective nomination shall be disregarded. In addition, notwithstanding anything in this Section 6(b) to the contrary,

Exhibit 3.2.2

if a shareholder or any nominee acts contrary to any representation, certification or agreement required by this Section 6(b) or otherwise fails to comply with this Section 6(b) (or any law, rule, or regulation identified in this Section 6(b)) or provides false or misleading information to the Corporation, such nomination(s) shall be disregarded (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding that proxies in respect of such vote may have been received by the Corporation.

5.Notwithstanding anything in the fourth sentence of Article I, Section 6(b)(ii) hereof to the contrary, if the number of directors to be elected to the Board of Directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by Article I, Section 6(b)(ii) hereof shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such Public Announcement is first made by the Corporation.

6.Without limiting the other provisions and requirements of this Article I, unless otherwise required by law, if any shareholder (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, and (B) subsequently fails to comply with (i) the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act or (ii) notifies the Corporation that such shareholder no longer intends to solicit proxies in support of the election of a proposed nominee to the Board of Directors in accordance with Rule 14a-19(b) under the Exchange Act, then the nomination of such nominee shall be disregarded (and such nominee shall be disqualified from standing for election or reelection), notwithstanding that proxies in respect of such vote may have been received by the Corporation. Upon request by the Corporation, if any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such shareholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

c.Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the notice of meeting provided by the Corporation pursuant to Article I, Section 2 hereof. Only persons who are nominated in accordance and compliance with the procedures set forth in this Article I, Section 6(c) shall be eligible for election to the Board of Directors at a special meeting of shareholders. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be

Exhibit 3.2.2

elected pursuant to thenotice of meeting provided by the Corporation pursuant to Article I, Section 2 hereof only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who (A) was a shareholder of record at the time of giving of notice provided for in this Article I, Section 6(c) and at the time of the special meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures provided for in this Article I, Section 6(c). For the avoidance of doubt, the foregoing clause (ii) of this Article I, Section 6(c) shall be the exclusive means for a shareholder to propose nominations of persons for election to the Board of Directors at a special meeting of shareholders. Any nominations by shareholders at a special meeting of shareholders shall be made pursuant to timely notice in proper written form as described in this Article I, Section 6(c) to the Secretary of the Corporation. To be timely, a shareholder’s notice for the nomination of persons for election to the Board of Directors must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth day following the day on which a Public Announcement is made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, deferral or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. To be in proper written form, such shareholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Article I, Sections 6(b)(iii) and Section 6(b)(iv) hereof. In addition, any shareholder who submits a notice pursuant to this Article I, Section 6(c) is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Article I, Section 6(d) hereof. In the event that the Board of Directors determines, in its sole but reasonable discretion, that a nomination was not made in accordance with the procedures prescribed by these Bylaws, then the Board of Directors may direct the Secretary of the Corporation, by resolution, to omit that nomination from the proxy card to be delivered by the Corporation to its shareholders for the meeting. At a special meeting, the Chair of the meeting shall, if the facts warrant, determine and declare to the meeting that a proposal or nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the Chair should so determine, the Chair shall so declare to the meeting, and the defective proposal or nomination shall be disregarded. In addition, notwithstanding anything in this Section 6(b) to the contrary, if a shareholder or any nominee acts contrary to any representation, certification or agreement required by this Section 6(b) or otherwise fails to comply with this Section 6(b) (or any law, rule, or regulation identified in this Section 6(b)) or provides false or misleading information to the Corporation, such nomination(s) shall be disregarded (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding that proxies in respect of such vote may have been received by the Corporation.

d.Update and Supplement of Shareholder’s Notice. Any shareholder who submits a notice of proposal for business or nomination for election pursuant to this Article I, Section 6 is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting of shareholders and as of the date that is ten (10)business days prior to such meeting of the shareholders or any adjournment or

Exhibit 3.2.2

postponement thereof, and such update and supplement shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting of shareholders (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting of shareholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting of shareholders or any adjournment or postponement thereof).

e.Requirements of Exchange Act. In addition to the foregoing provisions of this Article I, Section 6, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements of these Bylaws applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws regardless of the shareholder’s intent to utilize Rule 14a-8 promulgated under the Exchange Act. Nothing in this Article I, Section 6 shall be deemed to affect any rights (i) of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act or (ii) of the holders of any series of preferred stock of the Corporation if and to the extent provided under law, the Articles of Incorporation, or these Bylaws.

f.Definitions. For purposes of this Article I, Section 6, the term:

1.“Derivative Positions” means, with respect to a shareholder or any Shareholder Associated Person, any derivative positions including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any performance-related fees to which such shareholder or any Shareholder Associated Person is entitled based, directly or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation;

2.“Hedging Transaction” means, with respect to a shareholder or any Shareholder Associated Person, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of such shareholder or any Shareholder Associated Person with respect to the Corporation’s securities;

Exhibit 3.2.2

3.“Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire, or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act; and

4.“Shareholder Associated Person” of any shareholder means (A) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such shareholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Shareholder Associated Person.

Article II.

DIRECTORS

Section 1. Power of Directors. Subject to the Articles of Incorporation and these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors and those committees of the Board of Directors designated in Article II, Section 7 hereof or hereafter formed in accordance with said Article.

Section 2. Composition of the Board. The Board of Directors shall consist of not less than three (3) nor more than twelve (12) natural persons of the age of eighteen (18) years or over but, if at least a majority of the outstanding shares of capital stock of the Corporation having the power to vote for the election of directors is owned of record by one shareholder, the Board of Directors may consist of only one (1) director. The exact number of directors within the specified minimum and maximum shall be fixed by resolution of the directors from time to time or by resolution of the shareholders from time to time. Directors need not be residents of the State of Georgia or shareholders of the Corporation. At each annual meeting the shareholders shall elect the directors, who shall serve until their successors are elected and qualified; provided that the shareholders may, if the votes cast favoring the action exceed the votes cast opposing the action, increase or reduce the number of directors by amendment to the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. At any shareholders’ meeting with respect to which notice of such purpose has been given, the entire Board of Directors or any individual director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast by the shares entitled to vote on the election of directors. For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Nominating & Governance Committee (the “Governance Committee”) has established procedures under which any director who is not elected shall offer to tender his or her

Exhibit 3.2.2

resignation to the Board of Directors. The Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results. Any director who tenders his or her resignation pursuant hereto shall not participate in the Governance Committee’s recommendation or Board of Directors action regarding whether to accept such resignations. However, if each member of the Governance Committee was not elected at the same election, then the independent directors who were elected shall appoint a committee among themselves to consider such resignations and recommend to the Board of Directors whether to accept them. However, if the only directors who were elected in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept such resignations.

Section 3. Chair of the Board of Directors. The Board of Directors, by resolution adopted by a majority of all of the directors, may designate from among its members a Chair of the Board of Directors. At the discretion of the Board of Directors, the Chair may be a non-executive Chair or may be an officer of the Corporation. The Chair of the Board shall preside at all meetings of the Board of Directors and the shareholders. The Chair of the Board of Directors shall have such authority and responsibilities and perform such duties as may be determined by the Board of Directors.

Section 4. Meetings of the Board; Notice of Meetings; Waiver of Notice. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held each year immediately following the annual meeting of shareholders, or at such other time and place as the Chair of the Board of Directors may designate. The Board of Directors may by resolution provide for the time and place of other regular meetings and no notice of such regular meetings need be given. Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, by the Chief Executive Officer or by any two directors, and notice of the date, time and place of such meetings shall be given to each director at least two (2) days before the meeting. Any director may execute a waiver of notice, either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. Any meeting may be held at any place within or without the State of Georgia.

Section 5. Quorum; Vote Requirement. A majority of the number of directors last fixed by the shareholders or the Board of Directors, as applicable, shall constitute a quorum for the transaction of business at any meeting. In no case shall less than two directors constitute a quorum, except that when a board consists of only one director as authorized in Article II, Section 2 hereof, then one director shall constitute a quorum. If a quorum is present when a vote is taken, the vote of a majority of the directors present shall be the act of the Board of Directors, unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws.

Section 6. Action of Board Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, in writing or by electronic transmission, setting forth the action so taken, is signed by all the directors or committee members, and filed with the minutes of the

Exhibit 3.2.2

proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Board of Directors or committee, as the case may be.

Section 7. Committees. The Board of Directors, by resolution adopted by a majority of all of the directors, may designate from among its members an Executive Committee, and/or other committees (which may include, by way of example and not as a limitation, an Audit Committee, a Compensation & Human Capital Committee (the “Compensation Committee”), and a Nominating & Governance Committee or any combination thereof, including comparable names). Subject to these Bylaws, the number of members of each committee shall be fixed by the Board of Directors from time to time by resolution. Only an independent director shall be eligible to serve as a member of the Audit Committee, the Compensation Committee, and the Governance Committee. The members of each committee shall be elected by the Board of Directors from among the members of the Board of Directors, and the members of each committee shall elect from among themselves a committee chair, unless such chair has been appointed by the full Board of Directors, which may exercise such authority as is delegated by the Board of Directors. Notwithstanding the foregoing, no committee shall have the authority of the Board of Directors to (1) approve or propose to shareholders action which requires the approval of the shareholders of the Corporation, (2) fill vacancies on the Board of Directors or on any of its committees, (3) amend the Articles of Incorporation pursuant to Section 14-2-1002 of the Code, except as otherwise provided by Section 14-2-825 of the Code, (4) adopt, amend or repeal the Bylaws of the Corporation, or (5) approve a plan of merger not requiring shareholder approval. Notwithstanding anything to the contrary set forth in this Article II, the resolution of the Board of Directors establishing any committee of the Board and/or charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 8. Vacancies. A vacancy occurring in the Board of Directors may be filled by the shareholders or by the Board of Directors or, if the directors remaining in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of the remaining directors, or by the sole remaining director, as the case may be. A director elected to fill a vacancy shall serve until the next election of directors by the shareholders and the election and qualification of the successor. No decrease in the number of authorized directors shall shorten the term of any incumbent director. The members of each of the standing committees of the Board of Directors and the chair thereof shall be elected at the regular annual meeting of the Board of Directors, or at such other time as may be fixed from time to time by the Board of Directors, and shall hold office until the next such annual meeting of the Board of Directors and until their respective successors are duly elected and qualified; provided, however, that vacancies during the year on any standing committee may be filled by the Board of Directors.

Section 9. Telephone and/or Virtual Conference Meetings. Unless the Articles of Incorporation otherwise provide, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Exhibit 3.2.2

Section 10. Fees and Expenses. A fee and reimbursement for expenses for attendance at meetings of the Board of Directors or any committee thereof may be fixed by resolution of the Board of Directors. Directors who are salaried officers or employees of the Corporation shall receive no additional compensation for service as a director or as a member of a committee of the Board of Directors. Each director who is not a salaried officer or employee of the Corporation shall be compensated as determined by the Board of Directors.

Article III.

OFFICERS

Section 1. Executive Structure of the Corporation. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, one or more Assistant Secretaries and a Treasurer. The Board of Directors, in its discretion, may also elect a Chair of the Board of Directors (who must be a director) who may, if so determined by the Board of Directors, serve as an officer of the Corporation. In addition, the Board of Directors may elect such other officers or assistant officers including one or more Vice Chairs of the Company, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Each officer shall hold office for the term for which he or she has been elected or appointed and until his or her successor has been elected or appointed and has qualified, or until his or her earlier resignation, removal from office or death. Any termination of employment of an individual serving as an officer of the Corporation shall be deemed to be a resignation from his or her status as an officer. Any two or more offices may be held by the same person. The Board of Directors, or any officer to whom the Board of Directors may delegate such authority, may also appoint such other officers as it or they may see fit, and may prescribe their respective duties.

Section 2. Chief Executive Officer. The Chief Executive Officer shall be in charge of the day-to-day affairs of the Corporation, subject to the direction of the Board of Directors. The Chief Executive Officer shall have responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the administration of the business affairs of the Corporation, and, in general, shall perform such other duties as are incident to the office of a chief executive officer, including those duties customarily performed by persons holding such office. In the absence of the Chair of the Board of Directors, the Chief Executive Officer (if such officer serves on the Board of Directors) shall preside over the meetings of the directors and of the shareholders at which the Chief Executive Officer shall be present.

Section 3. President. The President shall perform such duties as are incident to the office of a president, including those duties customarily performed by persons holding such office, and such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer from time to time. In the absence of a designation of a Chief Executive Officer by the Board of Directors, the President shall be the Chief Executive Officer.

Section 4. Vice Chair of the Company. There may be one or more Vice Chairs of the Company, as the Board of Directors may from time to time elect. Each shall do and perform all acts and duties as may be assigned by or under the authority of the Board of Directors or the Chief Executive Officer.

Exhibit 3.2.2

Section 5. Vice Presidents. There may be one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, as the Board of Directors may from time to time elect. Each shall do and perform all acts and duties as may be assigned by or under the authority of the Board of Directors or the Chief Executive Officer.

Section 6. Secretary. The Secretary and one or more Assistant Secretaries shall keep the minutes of the proceedings of the shareholders and of the Board of Directors, and he or she shall have custody of the seal of the Corporation.

Section 7. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation. The Treasurer shall have the custody of all moneys and securities of the Corporation and shall keep regular records of accounts and balance the same each month. He or she shall sign such instruments as require his or her signature.

Section 8. Other Duties and Authority. Each officer, employee and agent of the Corporation shall have such other duties and authority as may be conferred upon him by the Board of Directors or delegated to him by the Chair of the Board of Directors or the Chief Executive Officer.

Section 9. Removal of Officers. Any officer may be removed at any time by the Board of Directors and such vacancy may be filled by the Board of Directors. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.

Section 10. Compensation. The compensation of the officers shall be fixed from time to time in accordance with the charter of the Compensation Committee (or any successor committee). No officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the Corporation.

Article IV.

STOCK

Section 1. Stock Certificates and Uncertificated Shares. The shares of stock of the Corporation may be represented by certificates in such form as may be approved by the Board of Directors, provided that the Board of Directors may authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates (and in the holder’s name in book-entry form). Any such authorization shall not affect shares already represented by a certificate until the certificate is surrendered to the Corporation, through its transfer agent. Except as expressly provided by law, there shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

In the case of uncertificated shares, within a reasonable time after the issuance or transfer thereof, the Corporation shall send the shareholder a written information statement containing: (i) the name of the Corporation and a statement that the Corporation is organized under the laws of the State of Georgia; (ii) the name of the person to whom the uncertificated shares have been

Exhibit 3.2.2

issued or transferred; (iii) the number and class of shares, and the designation of the series, if any, to which the information statement relates; and (iv) if applicable, a statement as to the existence of any restrictions on transfer or registration of transfer of the shares. The information statement shall also contain the following statement: “This information statement is merely a record of the rights of the addressee as of the time of its issuance. Delivery of this information statement, by itself, confers no right on the recipient. This information statement is neither a negotiable instrument nor a security.”

Section 2. Transfer of Stock. Unless otherwise determined by the Board of Directors from time to time, shares of stock of the Corporation, whether in certificated or uncertificated form, shall be transferred only on the books of the Corporation. Certificated shares shall be transferred upon surrender to the Corporation of the certificate or certificates representing the shares to be transferred accompanied by an assignment in writing of such shares properly executed by the shareholder of record or his duly authorized attorney-in-fact and with all taxes on the transfer having been paid. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face "Cancelled" and filed with the permanent stock records of the Corporation. The Board of Directors may make such additional rules concerning the issuance, transfer and registration of certificated or uncertificated shares of stock, including by electronic transmission, and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate) as it deems appropriate or as may be required by any transfer agent or registrar designated by the Board of Directors.

Section 3. Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and registrars of stock of the Corporation whether in certificated or uncertificated form; and, upon such appointments being made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars.

Section 4. Registered Shareholders. The Corporation may deem and treat the holder of record of any stock as the absolute owner for all purposes and shall not be required to take any notice of any right or claim of right of any other person.

Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

Exhibit 3.2.2

Article V.

DEPOSITORIES, SIGNATURES AND SEAL

Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, other financial institutions, or depositories as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts, or other orders upon appropriate direction on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 2. Contracts and Deeds. All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the Chief Executive Officer or by such other officer, officers, agent, or agents as the Board of Directors may from time to time by resolution provide.

Section 3. Seal. The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. If at any time it is inconvenient to use the corporate seal of the Corporation, the signature or name of the Corporation, followed by or used in conjunction with the words “Corporate Seal” or “Seal” or words of similar import shall be deemed the seal of the Corporation.

Section 4. Inspection of Books and Records. The Board of Directors shall have the power to determine which accounts, books, and records of the Corporation shall be opened to the inspection of the Shareholders, except those as may by law specifically be made open to inspection, and shall have the power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books, and records which by law or by determination of the Board of Directors shall be open to inspection. Without the prior approval of the Board of Directors in its discretion, the right of inspection set forth in Section 14-2-1602(c) of the Code shall not be available to any Shareholder owning two percent (2%) or less of the shares outstanding.

Section 5. Interpretation and Application of the Bylaws. To the fullest extent permitted by law, and except as otherwise provided by these Bylaws, the Board of Directors (or any other person or body authorized by the Board of Directors) shall have the power and authority to interpret these Bylaws and make any and all determinations necessary or appropriate to apply any provision of these Bylaws to any persons, facts, or circumstances. Any such interpretation or determination made in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and its shareholders.

Section 6. Conflict with Articles of Incorporation or Code. To the extent that any provision of these Bylaws conflicts with any provision of the Articles of Incorporation, such provision of the Articles of Incorporation shall govern. To the extent that any provision of these Bylaws conflicts with any non-discretionary provision of the Code, such provision of the Code shall govern.

Exhibit 3.2.2

Section 7. Severability. In the event that any of the provisions of these Bylaws (including any provision within a single section, subsection, division, or sentence) is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions of these Bylaws shall remain enforceable to the fullest extent permitted by law.

Article VI.

INDEMNITY

Section 1. Directors. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he or she is or was a director of the Corporation or who while a director of the Corporation was serving at the Corporation's request as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding; provided, that a director of the Corporation shall not be so indemnified for such judgments, fines, amounts paid in settlement or expenses incurred in any such proceeding in which the director is adjudged liable to the Corporation: (a) for any appropriation, in violation of his or her duties, of any business opportunity of the Corporation; (b) for acts or omissions which involve intentional misconduct or a knowing violation of law; (c) for the types of liability for unlawful distributions and dividends as set forth in Section 14-2-832 of the Code; or (d) for any transaction from which the director derives an improper personal benefit. Expenses incurred by any director indemnified hereunder in defending any such action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of the written affirmation of such director’s good faith belief that he or she has met the standards of conduct required hereunder.

Section 2. Officers, Agents and Employees. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he or she is or was an officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the maximum extent permitted from time to time by, and in the manner provided from time to time by, the Code. Expenses incurred by any person who may be indemnified hereunder in defending any action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Exhibit 3.2.2

Section 3. Determination. Upon receipt of a claim for indemnification hereunder, the Corporation shall cause a determination to be made in accordance with applicable law and this Bylaw as to whether the claimant has met the applicable standard of conduct, and the Corporation shall pay the claim to the extent that the determination is favorable to the person making the claim. Each person who shall act as a director, officer, employee or agent of the Corporation or, at the request of the Corporation, as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be deemed to be doing so in reliance upon the right of indemnification provided for in this Article VI, and this Article VI constitutes a contract between the Corporation and each of the persons from time to time entitled to indemnification hereunder that may not be modified without the consent of such persons as to occurrences prior to notice to such persons of such modification.

Article VII.

AMENDMENT OF BYLAWS

The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new bylaws, but any bylaws adopted by the Board of Directors may be altered, amended, or repealed and new bylaws adopted by the shareholders. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the Board of Directors. Action by the directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of all of the directors then in office. Action by the shareholders with respect to the Bylaws shall be taken if the votes cast in favor of the action exceed the votes cast opposing the action.

Article VIII.

EMERGENCY BYLAWS

Section 1. Emergency Bylaws. This Article shall be operative during an emergency resulting from some catastrophic event as referred to in Section 14-2-303 of the Code that prevents a quorum of the Board of Directors or any committee thereof from being readily assembled (an “emergency”), notwithstanding any different or conflicting provisions set forth elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not inconsistent with the provisions of this Article, the Bylaws set forth elsewhere herein and the provisions of the Articles of Incorporation shall remain in effect during such emergency and upon termination of such emergency, the provisions of this Article shall cease to be operative.

Section 2. Meetings. During an emergency, a meeting of the Board of Directors or any committee thereof may be called by any director, or by the Chief Executive Officer, any Executive Vice President, or the Secretary (the “Designated Officers”) of the Corporation. Notice of the time and place of the meeting shall be given by any available means of communication by the person calling the meeting to such of the directors and/or Designated Officers as may be feasible to reach. Such notice shall be given at such time in advance of the meeting, as in the judgment of the person calling the meeting, circumstances permit.

Exhibit 3.2.2

Section 3. Quorum. At any meeting of the Board of Directors or any committee thereof called in accordance with this Article, the presence or participation of two Directors, one Director and a Designated Officer, or two Designated Officers shall constitute a quorum for the transaction of business.

Section 4. Bylaws. At any meeting called in accordance with this Article, the Board of Directors or committee thereof, as the case may be, may modify, amend, or add to the provisions of this Article so as to make any provision that may be practical or necessary for the circumstances of the emergency.

Section 5. Liability. Corporate action taken in good faith in accordance with the emergency bylaws may not be used to impose liability on a director, officer, employee, or agent of the Corporation.

Section 6. Repeal or Change. The provisions of this Article shall be subject to repeal or change by further action of the Board of Directors or by action of Shareholders, but no such repeal or change shall modify the provisions of the immediately preceding section of this Article with regard to action taken prior to the time of such repeal or change.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, M. Colin Connolly, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ M. Colin Connolly

M. Colin Connolly

Chief Executive Officer, President, and Director

Date: July 27, 2023

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gregg D. Adzema, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

Date: July 27, 2023

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the President and Chief Executive Officer of the Registrant, certifies that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ M. Colin Connolly

M. Colin Connolly

Chief Executive Officer, President, and Director

Date: July 27, 2023

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Cousins Properties Incorporated (the “Registrant”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Executive Vice President and Chief Financial Officer of the Registrant, certifies that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Gregg D. Adzema

Gregg D. Adzema

Executive Vice President and Chief Financial Officer

Date: July 27, 2023

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 21, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-11312
Entity Registrant Name	COUSINS PROPERTIES INC
Entity Incorporation, State or Country Code	GA
Entity Tax Identification Number	58-0869052
Entity Address, Address Line One	3344 Peachtree Road NE
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30326-4802
City Area Code	404
Local Phone Number	407-1000
Title of 12(b) Security	Common Stock, $1 par value per share
Trading Symbol	CUZ
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		151,774,468
Entity Central Index Key	0000025232
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Real estate assets:
Operating properties, net of accumulated depreciation of $1,197,310 and $1,079,662 in 2023 and 2022, respectively	$ 6,740,557	$ 6,738,354
Projects under development	124,105	111,400
Land	158,429	158,430
Total properties	7,023,091	7,008,184
Cash and cash equivalents	8,031	5,145
Accounts receivable	12,466	8,653
Deferred rents receivable	196,349	184,043
Investment in unconsolidated joint ventures	138,992	112,839
Intangible assets, net	121,887	136,240
Other assets, net	94,969	81,912
Total assets	7,595,785	7,537,016
Liabilities:
Notes payable	2,423,761	2,334,606
Accounts payable and accrued expenses	241,563	271,103
Deferred income	172,552	128,636
Intangible liabilities, net	46,511	52,280
Other liabilities	107,100	103,442
Total liabilities	2,991,487	2,890,067
Commitments and contingencies
Stockholders' investment:
Common stock, $1 par value per share, 300,000,000 shares authorized, 154,336,492 and 154,019,214 issued, and 151,774,468 and 151,457,190 outstanding in 2023 and 2022, respectively	154,336	154,019
Additional paid-in capital	5,634,996	5,630,327
Treasury stock at cost, 2,562,024 shares in 2023 and 2022	(147,157)	(147,157)
Distributions in excess of cumulative net income	(1,066,369)	(1,013,292)
Accumulated other comprehensive income	5,565	1,767
Total stockholders' investment	4,581,371	4,625,664
Nonredeemable noncontrolling interests	22,927	21,285
Total equity	4,604,298	4,646,949
Total liabilities and equity	$ 7,595,785	$ 7,537,016

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accumulated depreciation on operating properties	$ 1,197,310	$ 1,079,662
Common stock, par value (in usd per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	154,336,492	154,019,214
Common stock, shares outstanding (in shares)	151,774,468	151,457,190
Treasury stock, shares (in shares)	2,562,024	2,562,024

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total Revenues	$ 204,320	$ 185,680	$ 407,048	$ 372,578
Expenses:
Rental property operating expenses	67,099	62,216	138,312	127,093
Reimbursed expenses	159	677	366	1,037
General and administrative expenses	8,021	6,996	16,459	15,059
Interest expense	25,972	16,549	51,002	32,074
Depreciation and amortization	80,269	69,861	156,039	140,605
Other	476	425	861	646
Total costs and expenses	181,996	156,724	363,039	316,514
Income from unconsolidated joint ventures	753	5,280	1,426	6,404
Gain (loss) on investment property transactions	0	28	(2)	(41)
Loss on extinguishment of debt	0	(100)	0	(100)
Net income	23,077	34,164	45,433	62,327
Net income attributable to noncontrolling interests	(456)	(112)	(616)	(291)
Net income available to common stockholders	$ 22,621	$ 34,052	$ 44,817	$ 62,036
Net income per common share — basic (in usd per share)	$ 0.15	$ 0.23	$ 0.30	$ 0.42
Net income per common share — diluted (in usd per share)	$ 0.15	$ 0.23	$ 0.29	$ 0.42
Weighted average shares — basic (in shares)	151,721	148,837	151,650	148,788
Weighted average shares — diluted (in shares)	152,126	149,142	152,003	149,090
Rental property revenues
Revenues:
Total Revenues	$ 203,954	$ 183,174	$ 404,030	$ 366,401
Fee income
Revenues:
Total Revenues	352	2,305	726	3,693
Other
Revenues:
Total Revenues	$ 14	$ 201	$ 2,292	$ 2,484

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Comprehensive Income:
Net income available to common stockholders	$ 22,621	$ 34,052	$ 44,817	$ 62,036
Other comprehensive income:
Unrealized gain on cash flow hedges	5,936	0	4,894	0
Amortization of cash flow hedges	(908)	0	(1,096)	0
Total other comprehensive income	5,028	0	3,798	0
Total comprehensive income	$ 27,649	$ 34,052	$ 48,615	$ 62,036

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Stockholders' Investment	Common Stock	Additional Paid-In Capital	Treasury Stock	Distributions in Excess of Net Income	Accumulated Other Comprehensive Income	Nonredeemable Noncontrolling Interests
Beginning balance at Dec. 31, 2021	$ 4,600,400	$ 4,566,770	$ 151,273	$ 5,549,308	$ (148,473)	$ (985,338)		$ 33,630
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	62,327	62,036				62,036		291
Other comprehensive income	0
Common stock issued under the ATM, net of issuance costs	103,107	103,107	2,632	100,475
Common stock issued pursuant to stock-based compensation, net of tax withholding	610	610	120	490
Amortization of stock-based compensation, net of forfeitures	4,502	4,502		4,498		4
Purchase of interest in consolidated joint venture	(43,387)	(27,638)		(27,638)				(15,749)
Contributions from noncontrolling interests	2,520							2,520
Distributions to noncontrolling interests	(92)							(92)
Common dividends	(97,292)	(97,292)				(97,292)
Ending balance at Jun. 30, 2022	4,632,695	4,612,095	154,025	5,627,133	(148,473)	(1,020,590)		20,600
Beginning balance at Mar. 31, 2022	4,582,645	4,547,643	151,349	5,550,718	(148,473)	(1,005,951)		35,002
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	34,164	34,052				34,052		112
Other comprehensive income	0
Common stock issued under the ATM, net of issuance costs	103,107	103,107	2,632	100,475
Common stock issued pursuant to stock-based compensation, net of tax withholding	1,540	1,540	44	1,496
Amortization of stock-based compensation, net of forfeitures	2,086	2,086		2,082		4
Purchase of interest in consolidated joint venture	(43,387)	(27,638)		(27,638)				(15,749)
Contributions from noncontrolling interests	1,241							1,241
Distributions to noncontrolling interests	(6)							(6)
Common dividends	(48,695)	(48,695)				(48,695)
Ending balance at Jun. 30, 2022	4,632,695	4,612,095	154,025	5,627,133	(148,473)	(1,020,590)		20,600
Beginning balance at Dec. 31, 2022	4,646,949	4,625,664	154,019	5,630,327	(147,157)	(1,013,292)	$ 1,767	21,285
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	45,433	44,817				44,817		616
Other comprehensive income	3,798	3,798					3,798
Common stock issued pursuant to stock-based compensation, net of tax withholding	(507)	(507)	320	(827)
Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	5,493	5,493	(3)	5,496
Contributions from noncontrolling interests	1,384							1,384
Distributions to noncontrolling interests	(358)							(358)
Common dividends	(97,894)	(97,894)				(97,894)
Ending balance at Jun. 30, 2023	4,604,298	4,581,371	154,336	5,634,996	(147,157)	(1,066,369)	5,565	22,927
Beginning balance at Mar. 31, 2023	4,621,036	4,599,018	154,256	5,631,076	(147,157)	(1,039,694)	537	22,018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	23,077	22,621				22,621		456
Other comprehensive income	5,028	5,028					5,028
Common stock issued pursuant to stock-based compensation, net of tax withholding	1,631	1,631	81	1,550
Amortization of stock-based compensation, net of forfeitures	2,369	2,369	(1)	2,370
Contributions from noncontrolling interests	646							646
Distributions to noncontrolling interests	(193)							(193)
Common dividends	(49,296)	(49,296)				(49,296)
Ending balance at Jun. 30, 2023	$ 4,604,298	$ 4,581,371	$ 154,336	$ 5,634,996	$ (147,157)	$ (1,066,369)	$ 5,565	$ 22,927

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Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Common dividends (in usd per share)	$ 0.32	$ 0.32	$ 0.64	$ 0.64

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 45,433	$ 62,327
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on investment property transactions	2	41
Depreciation and amortization	156,039	140,605
Amortization of deferred financing costs and premium on notes payable	2,061	(130)
Equity-classified stock-based compensation expense, net of forfeitures	6,363	5,292
Effect of non-cash adjustments to rental revenues	(23,721)	(17,961)
Income from unconsolidated joint ventures	(1,426)	(6,404)
Operating distributions from unconsolidated joint ventures	2,033	3,161
Loss on extinguishment of debt	0	100
Changes in other operating assets and liabilities:
Change in receivables and other assets, net	(9,423)	(2,463)
Change in operating liabilities, net	(16,290)	(26,879)
Net cash provided by operating activities	161,071	157,689
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisition, development, and tenant asset expenditures	(134,279)	(172,206)
Return of capital distributions from unconsolidated joint venture	10,907	10,752
Contributions to unconsolidated joint ventures	(26,299)	(31,892)
Net cash used in investing activities	(149,671)	(193,346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	210,700	269,500
Repayment of credit facility	(118,800)	(192,000)
Repayment of term loans	0	(8,436)
Repayment of mortgages	(4,100)	0
Common stock issued under the ATM	0	101,668
Payment of deferred financing costs	(71)	(5,299)
Purchase of partners' interest in consolidated joint venture	0	(43,387)
Common dividends paid	(97,269)	(93,697)
Contributions from noncontrolling interests	1,384	2,520
Distributions to noncontrolling interests	(358)	(92)
Net cash provided by (used in) financing activities	(8,514)	30,777
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	2,886	(4,880)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	5,145	10,168
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$ 8,031	$ 5,288

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Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a fully integrated, self-administered, and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its business through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP and consolidates CPLP. As of June 30, 2023 and 2022, limited partners owned the remaining 25,000 common units of CPLP. CPLP wholly owns Cousins TRS Services LLC ("CTRS"), a taxable entity which owns and manages its own real estate portfolio and performs certain real estate-related services for other parties.

Cousins, CPLP, CTRS, and their subsidiaries (collectively, the “Company”) develop, acquire, lease, manage, and own primarily Class A office properties and opportunistic mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Tampa, Charlotte, Phoenix, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of June 30, 2023, the Company's portfolio of real estate assets consisted of interests in 18.8 million square feet of office space and 310,000 square feet of multi-family space.

Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of June 30, 2023 and the results of operations for the three and six months ended June 30, 2023 and 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.

The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. At June 30, 2023, the Company had no investments or interests in any VIEs.

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Real Estate

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]

REAL ESTATE

REAL ESTATE

For the three and six months ended June 30, 2023, the Company had no real estate transactions.

Impairment

The Company tests buildings held for investment, by disposal groups, for impairment whenever changes in circumstances indicate a disposal group’s carrying value may not be recoverable. The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life. When testing for recoverability of value of buildings held for investment, projected cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's held-for-investment analysis were to fail the impairment test, its book value would be written down to its then current estimated fair value, before any selling expense, and that building would continue to depreciate over its remaining useful life. None of the Company’s held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations while under the held-for-investment classification.

The Company also reviews held-for-sale buildings, if any, for impairments. In order to be considered a real estate asset held-for-sale, the Company must, among other things, have the authority to commit to a plan to sell the asset in its current condition, have commenced the plan to sell the asset, and have determined that it is probable that the asset will sell within one year. If book value is in excess of estimated fair value less estimated selling costs, we impair those assets to fair value less estimated selling costs. There were no held-for-sale buildings during any periods presented in the accompanying statements of operations.

The Company also reviews land and projects under development for impairment whenever changes in circumstances indicate the assets' carrying value may not be recoverable. None of the Company's investments in land or projects under development were impaired during any periods presented in the accompanying statement of operations.

The Company may record impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, or we shorten our contemplated hold period for any operating buildings.

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Investment in Unconsolidated Joint Ventures

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022 ($ in thousands).

SUMMARY OF FINANCIAL POSITION
	Total Assets				Total Debt				Total Equity (Deficit)				Company's Investment
	2023		2022		2023		2022		2023		2022		2023			2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	80,258	$	81,136	$	—	$	—	$	79,464	$	80,509	$	14,647		$	14,856
Crawford Long - CPI, LLC (1)	22,323		22,857		82,294		62,856		(62,353)		(39,691)		(30,545)		(2)	(19,173)		(2)
Under Development:
Neuhoff Holdings LLC (3)	426,429		321,338		166,330		115,940		223,786		177,734		120,036			93,647
Land:
715 Ponce Holdings LLC	8,552		8,333		—		—		8,433		8,332		4,289			4,261
Sold and Other:
HICO Victory Center LP	42		158		—		—		42		5,818		20			75
	$	537,604	$	433,822	$	248,624	$	178,796	$	249,372	$	232,702	$	108,447		$	93,666

(1) In May 2023, Crawford Long - CPI, LLC refinanced the mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

(2) Negative investment basis included in deferred income on the consolidated balance sheets.

(3) Neuhoff Holdings LLC has a construction loan with a borrowing capacity up to $312.7 million that matures September 2025. The interest rate applicable to the construction loan is based on the Secured Overnight Financing Rate ("SOFR") plus 3.45% with a minimum rate of 3.60%. Prior to April 2023, the loan beared interest at the London Interbank Offered Rate ("LIBOR") plus 3.45%.

The information included in the summary of operations table is for the six months ended June 30, 2023 and 2022 ($ in thousands).

SUMMARY OF OPERATIONS
	Total Revenues				Net Income (Loss)				Company's Income from Investment
	2023		2022		2023		2022		2023		2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	5,451	$	5,160	$	1,625	$	1,397	$	323	$	271
Crawford Long - CPI, LLC	6,360		6,480		2,151		2,324		1,006		1,091
Under Development:
Neuhoff Holdings LLC	70		69		42		58		21		29
Land:
715 Ponce Holdings LLC	141		138		100		99		51		49
Sold and Other:
Carolina Square Holdings LP	—		7,860		48		722		24		304
HICO Victory Center LP	—		72		2		6,853		1		4,557
Other	—		28		—		(12)		—		103
	$	12,022	$	19,807	$	3,968	$	11,441	$	1,426	$	6,404

In May 2023, Crawford Long refinanced the mortgage loan for the Medical Offices at Emory Hospital property. Proceeds from the refinancing were used to repay in full its $62.4 million mortgage loan that was set to mature in June 2023. The new $83.0 million mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

On June 30, 2022, HICO Victory Center LP sold a 3.0 acre land parcel, in Uptown Dallas, held in an unconsolidated joint venture for a gross price of $23.1 million. The Company's share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures on the statements of operations.

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Intangible Assets and Liabilities

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND LIABILITIES

INTANGIBLE ASSETS AND LIABILITIES

At June 30, 2023 and December 31, 2022, intangible assets included the following ($ in thousands):

	2023		2022
In-place leases, net of accumulated amortization of $130,830 and $131,021 in 2023 and 2022, respectively	$	89,611	$	102,080
Below-market ground leases, net of accumulated amortization of $2,060 and $1,860 in 2023 and 2022, respectively	17,193		17,393
Above-market leases, net of accumulated amortization of $25,240 and $25,085 in 2023 and 2022, respectively	13,409		15,093
Goodwill	1,674		1,674
	$	121,887	$	136,240

At June 30, 2023 and December 31, 2022, intangible liabilities were the following ($ in thousands):

	2023		2022
Below-market leases, net of accumulated amortization of $48,699 and $48,994 in 2023 and 2022, respectively	$	46,511	$	52,280

The amortization of the above asset and liabilities are recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental property revenues, net (Below-market and Above-market leases)	$	2,526	$	1,661	$	4,084	$	3,464
Expenses:
Depreciation and amortization (In-place leases)	7,057		7,032		12,470		14,390
Rental property operating and other expenses (Below-market ground leases)	100		82		200		174

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

	In-Place  Leases		Below-Market Ground Leases		Above-Market Leases		Below-Market Leases
2023 (six months)	$	9,438	$	200	$	1,495	$	(4,336)
2024	17,407		400		2,697		(8,292)
2025	14,803		400		2,114		(7,747)
2026	12,356		400		1,695		(6,509)
2027	9,757		400		1,273		(4,973)
Thereafter	25,850		15,393		4,135		(14,654)
	$	89,611	$	17,193	$	13,409	$	(46,511)

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Other Assets

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

OTHER ASSETS

Other assets on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Predevelopment costs	$	54,501	$	50,009
Prepaid expenses and other assets	16,633		6,438
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $18,766 and $18,860 in 2023 and 2022, respectively	10,997		11,824
Lease inducements, net of accumulated amortization of $5,360 and $5,129 in 2023 and 2022, respectively	7,922		8,091
Credit Facility deferred financing costs, net of accumulated amortization of $1,488 and $135 in 2023 and 2022, respectively	4,916		5,550
	$	94,969	$	81,912

Predevelopment costs represent amounts that are capitalized related to predevelopment projects that the Company determined are probable of future development.

Lease inducements are incentives paid to tenants in conjunction with leasing space, such as moving costs, sublease arrangements of prior space, and other costs. These amounts are amortized into rental revenues over the individual underlying lease terms.

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Notes Payable

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at June 30, 2023 and December 31, 2022 ($ in thousands):

Description	Interest Rate (1)	Maturity (2)	2023		2022
Unsecured Notes:
Credit Facility	6.09%	April 2027	$	148,500	$	56,600
Term Loan	(3)	March 2025	400,000		400,000
Term Loan	5.38%	August 2024	350,000		350,000
Senior Note	3.95%	July 2029	275,000		275,000
Senior Note	3.91%	July 2025	250,000		250,000
Senior Note	3.86%	July 2028	250,000		250,000
Senior Note	3.78%	July 2027	125,000		125,000
Senior Note	4.09%	July 2027	100,000		100,000
			1,898,500		1,806,600
Secured Mortgage Notes:
Terminus (4)	6.34%	January 2031	221,000		221,000
Fifth Third Center	3.37%	October 2026	128,373		130,168
Colorado Tower	3.45%	September 2026	108,219		109,552
Domain 10	3.75%	November 2024	73,549		74,521
			531,141		535,241
			$	2,429,641	$	2,341,841
Unamortized loan costs			(5,880)		(7,235)
Total Notes Payable			$	2,423,761	$	2,334,606

(1) Interest rate as of June 30, 2023.

(2) Weighted average maturity of notes payable outstanding at June 30, 2023 was 3.5 years.

(3) In April 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $200 million of the $400 million Term Loan. As of June 30, 2023, the fixed interest rate was 5.45%, and the floating interest rate was 6.24%.

(4) Represents $123.0 million and $98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively.

Credit Facility

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "Credit Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The Credit Facility contains financial covenants that require, among other things, the maintenance of unencumbered interest coverage ratio of at least 1.75x; a fixed charge coverage ratio of at least 1.50x; a secured leverage ratio of no more than 50%; and an overall leverage ratio of no more than 60%.

The interest rate applicable to the Credit Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.90% and 1.40%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, or (iv) 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage. In addition to the interest rate, the Credit Facility is also subject to a facility fee of 0.15% to 0.30%, depending on leverage, on the entire $1 billion capacity.

At June 30, 2023, the Credit Facility's interest rate spread over Adjusted SOFR was 0.90%, and the facility fee spread was 0.15%. The amount that the Company may draw under the Credit Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the Credit Facility was $851.5 million at June 30, 2023. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default.

The Credit Facility replaced a $1 billion prior facility that was set to expire in January 2023. The rate paid under the prior facility from January 1, 2022 through May 1, 2022 was LIBOR plus 1.05%.

Term Loans

On October 3, 2022, the Company entered into a Delayed Draw Term Loan Agreement (the "2022 Term Loan") and borrowed the full $400 million available under the loan. The loan matures on March 3, 2025 with four consecutive options to extend the maturity date for an additional six months. The interest rate provisions are the same as the 2021 Term Loan, and the covenants are the same as the Credit Facility. On April 19, 2023, the Company entered into a floating-to-fixed rate swap with respect to $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap fixed the underlying SOFR rate at 4.298% (see note 7).

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "2021 Term Loan") that amended the former term loan agreement. Under the 2021 Term Loan, the Company has borrowed $350 million that matures on August 30, 2024 with four consecutive options to extend the maturity date for an additional 180 days. On September 19, 2022, the Company entered into the First Amendment to the 2021 Term Loan. This amendment aligns covenants and available interest rates, including the addition of SOFR, to that of the Credit Facility. Under the terms of this First Amendment the interest rate applicable to the 2021 Term Loan varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily SOFR or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 1.05% and 1.65%, or (2) the greater of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, (iii) Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, (iv) or 1.00%, plus a spread of between 0.05% and 0.65%, based on leverage. On September 19, 2022, the Company provided notice of our election of the Daily SOFR Rate Loan provisions. On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234% (see note 7).

At June 30, 2023, the Term Loans' spread over Adjusted SOFR rate was 1.05%.

Unsecured Senior Notes

The Company has unsecured senior notes of $1.0 billion that were funded in five tranches. The first tranche of $100 million is due in 2027 and has a fixed annual interest rate of 4.09%. The second tranche of $250 million is due in 2025 and has a fixed annual interest rate of 3.91%. The third tranche of $125 million is due in 2027 and has a fixed annual interest rate of 3.78%. The fourth tranche of $250 million is due in 2028 and has a fixed annual interest rate of 3.86%. The fifth tranche of $275 million is due in 2029 and has a fixed annual interest rate of 3.95%.

The unsecured senior notes contain financial covenants that are consistent with those of our Credit Facility, with the exception of a secured leverage ratio of no more than 40%. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default.

Secured Mortgage Notes

In December 2022, the Company refinanced mortgages on the Company's two Terminus properties in Atlanta with the existing lender. Under the new mortgages, the maturities were extended from January 2023 to January 2031, the combined principal increased to $221.0 million, and the interest rate is now 6.34%. These mortgages are neither cross-collateralized nor cross-defaulted.

In October 2022, the Company paid off, in full, its Legacy Union One and Promenade Tower mortgages.

As of June 30, 2023, the Company had $531.1 million outstanding on five non-recourse mortgage notes. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $901.7 million are pledged as security on these mortgage notes payable.

Other Debt Information

The Company is in compliance with all of the covenants related to its unsecured and secured debt.

At June 30, 2023 and December 31, 2022, the estimated fair value of the Company’s notes payable was $2.3 billion and $2.2 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated current market rates at which similar loans could have been obtained at June 30, 2023 and December 31, 2022. The estimate of the current market rates, which is the most significant input in the discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. These fair value calculations are considered to be Level 2 under the guidelines as set forth in ASC 820, as the Company utilizes market rates for similar type loans from third party brokers.

For the three and six months ended June 30, 2023 and 2022, interest expense was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total interest incurred	$	30,977	$	20,140	$	61,098	$	39,116
Interest capitalized	(5,005)		(3,591)		(10,096)		(7,042)
Total interest expense	$	25,972	$	16,549	$	51,002	$	32,074

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

On April 19, 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $200 million of the $400 million 2022 Term Loan through the maturity date of March 3, 2025. This swap effectively fixed the underlying SOFR rate at 4.298%.

On September 27, 2022, the Company entered into a floating-to-fixed interest rate swap with respect to the $350 million 2021 Term Loan through the maturity date of August 30, 2024. This swap effectively fixed the underlying SOFR rate at 4.234%.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2022 and 2023, such derivatives were used to hedge the variable cash flows associated with the 2021 and 2022 Term Loans (referred to as "cash flow hedges").

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

The counterparties under these swaps are major financial institutions, and the swaps contain provisions whereby if the Company defaults on certain of its indebtedness, and such default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then the Company could also be declared in default under the swaps. There are no collateral requirements related to these swaps.

As of June 30, 2023, the fair value of the swap with respect to the 2022 Term Loan was $1.9 million and is included in other assets on the Company's consolidated balance sheets.

As of June 30, 2023 and December 31, 2022, the fair value of the swap with respect to the 2021 Term Loan was $3.7 million and $1.8 million, respectively, and are included in other assets on the Company's consolidated balance sheets.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Cash Flow Hedges:	2023		2022		2023		2022
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives	$	5,936	$	—	$	4,894	$	—
Amount of income reclassified from accumulated other comprehensive income into income as a reduction of interest expense	$	(908)	$	—	$	(1,096)	$	—
Total amount of interest expense presented in the consolidated statements of operations	$	25,972	$	16,549	$	51,002	$	32,074

The fair value of these hedges is determined using observable inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. These inputs are considered Level 2 inputs in the fair value hierarchy, and the Company engages a third-party expert to determine these inputs. The fair value of the cash flow hedges is determined using the conventional industry methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts made between the Company and its counterparties to the cash flow hedges. These variable cash receipts are based on the expectation of future interest rates which are derived from observed market interest rate curves. In addition, any credit valuation adjustments are considered in the fair values to account for potential nonperformance risk to the extent they would be significant inputs to the calculations. For the periods presented, credit valuation adjustments were not considered to be significant inputs.

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Other Liabilities

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES

OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Ground lease liability	$	53,322	$	53,129
Prepaid rent	37,660		33,165
Security deposits	14,398		14,635
Restricted stock unit liability	—		1,048
Other liabilities	1,720		1,465
	$	107,100	$	103,442

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Commitments

The Company had outstanding performance bonds totaling $684,000 at June 30, 2023. As a lessor, the Company had $153.1 million in future obligations under leases to fund tenant improvements and other future construction obligations at June 30, 2023.

Litigation

The Company is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of the Company.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

In the third quarter of 2021, the Company entered into an Equity Distribution Agreement ("EDA") 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 February 17, 2023, the Company filed a Form S-3 to renew the registration of its authorized shares. In conjunction with that Form S-3 filing, the Company entered into an Amendment to the EDA to allow for the continued issuance of shares under this ATM Program.

On April 21, 2022, the Company purchased its partner's 10% joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control and the difference between the $43.4 million purchase price of our partner's interest, which included a promote related to increases in fair value in excess of cost, and the $15.7 million book value of the outside partner's non-controlling interest was recorded as additional paid-in capital in the equity section of the Company's consolidated balance sheet. The Company's consolidated basis in Avalon's assets and liabilities was unchanged by this transaction.

On June 29, 2022, the Company issued 2.6 million shares of common stock under Forward Sales contracts executed in December 2021 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 13. The Company did not issue any shares under the ATM Program during the six months ended June 30, 2023 and did not have any outstanding Forward Sales contracts for the sale of its common stock as of June 30, 2023.

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Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

The Company categorizes its primary sources of revenue into revenue from contracts with customers and other revenue accounted for as leases under ASC 842 as follows:

•Rental property revenues consist of (1) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (2) percentage rents recognized once a specified sales target is achieved; (3) parking revenues; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842.

•Fee income consists of development fees, management fees, and leasing fees earned from unconsolidated joint ventures and from third parties. Fee income is accounted for in accordance with the guidance set forth in ASC 606.

For the three and six months ended June 30, 2023, the Company recognized rental property revenues of $204.0 million and $404.0 million, respectively, of which $62.2 million and $121.4 million, respectively, represented variable rental revenue. For the three and six months ended June 30, 2022, the Company recognized rental property revenues of $183.2 million and $366.4 million, respectively, of which $50.2 million and $103.0 million, respectively, represented variable rental revenue.

For the three and six months ended June 30, 2023, the Company recognized fee and other revenue of $366,000 and $3.0 million, respectively. For the three and six months ended June 30, 2022, the Company recognized fee and other revenue of $2.5 million and $6.2 million, respectively. For the three and six months ended June 30, 2022, fee and other revenue includes $1.4 million and $2.2 million, respectively, related to the Company's consulting and development contracts with Norfolk Southern Railway Company, as discussed in note 3 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. For the three and six months ended June 30, 2023, none of the fee and other revenue related to Norfolk Southern Railway Company.

The Company has a lease with SVB Financial Group ("SVB Financial") at its Hayden Ferry property in Phoenix, Arizona. SVB Financial’s primary subsidiary, Silicon Valley Bank ("SVB"), was placed in receivership by the Federal Deposit Insurance Corporation ("FDIC") on March 10, 2023; and on March 17, 2023, SVB Financial filed a voluntary petition for a court-supervised reorganization under Chapter 11 of the US Bankruptcy Code. On March 27, 2023, First Citizen's BancShares, Inc. ("FCB") announced it had purchased SVB Financial's subsidiary, SVB, the primary user of the leased space. SVB Financial is current on its financial obligations under the lease through August 2023. In June 2023, the Bankruptcy court approved SVB Financial's request for an order rejecting the lease, with an effective date no later than September 30, 2023. Because collection of rents for the term of the lease no longer remains probable, a reduction of revenue of $1.6 million related to write-down of net assets associated with this lease is included in the Company's results for the three and six months ended June 30, 2023. The Company will recognize rental revenue on a cash basis through the effective date of the lease rejection

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The Company currently has several types of employee stock-based compensation — restricted stock, restricted stock units ("RSUs"), and the Employee Stock Purchase Plan ("ESPP"). While the Company's plans also allow for the issuance of stock options, none were outstanding as of or during any of the periods presented. A portion of the Company's independent directors' compensation is also provided in the form of company stock.

The Company's compensation expense for the three and six months ended June 30, 2023 relates to restricted stock and RSUs awarded in 2023, 2022, 2021, and 2020, and the ESPP. Compensation expense for the three and six months ended June 30, 2022 relates to restricted stock, RSUs awarded in 2022, 2021, 2020, and 2019, and the ESPP. Restricted stock, the 2023 RSUs, 2022 RSUs, 2021 RSUs, and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed. The 2019 RSUs were liability-classified awards (settled in cash) for which the expense fluctuated from period to period dependent, in part, on the Company's stock price. For the three and six months ended June 30, 2023 and 2022, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Equity-classified awards:
Restricted stock	$	927	$	789	$	1,785	$	1,569
Market-based RSUs	1,108		936		2,859		2,148
Performance-based RSUs	303		312		783		684
Director grants	400		369		785		701
Employee Stock Purchase Plan	33		42		70		94
Total equity-classified award expense, net of forfeitures	2,771		2,448		6,282		5,196
Liability-classified awards
Time-vested RSUs	—		(152)		61		(20)
Dividend equivalent units	—		4		—		19
Total liability-classified award expense, net of forfeitures	—		(148)		61		(1)
Total stock-based compensation expense, net of forfeitures	$	2,771	$	2,300	$	6,343	$	5,195

Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards is discussed in note 15 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Grants of Equity-Classified Awards

Under the 2019 Plan, in June 2023, the Company granted 81,909 shares of stock with a grant date value of $1.6 million to independent members of the Company's board of directors (the "Board") for their service as members of the Board. These shares vested on the issuance date, and the Company records the related expense over the director's one year service period.

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Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 ($ in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to noncontrolling interests in CPLP from continuing operations	(3)		(6)		(7)		(12)
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available to common stockholders	$	22,621	$	34,052	$	44,817	$	62,036
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Net income per common share - basic	$	0.15	$	0.23	$	0.30	$	0.42
Earnings per common share - diluted:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	22,624	$	34,058	$	44,824	$	62,048
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Add:
Potential dilutive common shares - restricted stock units,     less shares assumed purchased at market price	380		280		328		277
Weighted average units of CPLP convertible into     common shares	25		25		25		25
Weighted average common shares - diluted	152,126		149,142		152,003		149,090
Net income per common share - diluted	$	0.15	$	0.23	$	0.29	$	0.42

The treasury stock method resulted in no dilution from shares expected to be issued under the ESPP or forward contracts for the future sales of common stock under the Company's ATM Program during the respective periods presented.

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Consolidated Statements of Cash Flows - Supplemental Information

6 Months Ended

Jun. 30, 2023

Supplemental Cash Flow Elements [Abstract]

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the six months ended June 30, 2023 and 2022 is as follows ($ in thousands):

	2023		2022
Interest paid, net of amounts capitalized	$	48,502	$	29,456
Income taxes paid	—		—
Non-Cash Activity:
Common stock dividends declared and accrued	49,296		48,522
Tenant improvements funded by tenants	41,240		4,360

The following table provides a reconciliation of cash and cash equivalents recorded on the consolidated balance sheets to cash, cash equivalents, and restricted cash in the consolidated statements of cash flows ($ in thousands):

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	8,031	$	5,145

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Reportable Segments

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting, which classifies operations by property type and geographical region. The segments by property type are Office and Non-Office. The segments by geographical region are Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and other markets. Included in other markets are properties located in Chapel Hill (sold in September 2022), Houston, and Nashville. Included in Non-Office are retail and apartments in Chapel Hill (sold in September 2022) and Atlanta, as well as the College Street Garage in Charlotte. These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker based on similar economic characteristics that include the type of property and the geographical location. Each segment includes both consolidated operations and the Company's share of joint venture operations.

Company management evaluates the performance of its reportable segments based in part on net operating income (“NOI”). NOI represents rental property revenues, less termination fees, less rental property operating expenses. NOI is not a measure of cash flows or operating results as measured by GAAP, is not indicative of cash available to fund cash needs, and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income as it helps both management and investors understand the core operations of the Company's operating assets. NOI excludes fee income, other revenue, corporate general and administrative expenses, reimbursed expenses, interest expense, depreciation and amortization, impairments, gains/losses on sales of real estate, gains/losses on extinguishment of debt, transaction costs, and other non-operating items.

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	73,160	$	469	$	73,629
Austin	68,161		—		68,161
Charlotte	14,675		1,781		16,456
Dallas	4,225		—		4,225
Phoenix	18,220		—		18,220
Tampa	18,741		—		18,741
Other markets	6,735		—		6,735
Total segment revenues	203,917		2,250		206,167
Less: Company's share of rental property revenues from unconsolidated joint ventures	(1,744)		(469)		(2,213)
Total rental property revenues	$	202,173	$	1,781	$	203,954

Three Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	68,860	$	439	$	69,299
Austin	59,054		—		59,054
Charlotte	13,929		1,301		15,230
Dallas	4,132		—		4,132
Phoenix	13,533		—		13,533
Tampa	17,216		—		17,216
Other markets	7,622		1,180		8,802
Total segment revenues	184,346		2,920		187,266
Less: Company's share of rental property revenues from unconsolidated joint ventures	(2,473)		(1,619)		(4,092)
Total rental property revenues	$	181,873	$	1,301	$	183,174

Six Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	145,292	$	926	$	146,218
Austin	136,044		—		136,044
Charlotte	29,493		3,542		33,035
Dallas	8,412		—		8,412
Phoenix	33,803		—		33,803
Tampa	37,489		—		37,489
Other markets	13,358		—		13,358
Total segment revenues	403,891		4,468		408,359
Less: Company's share of rental property revenues from unconsolidated joint ventures	(3,403)		(926)		(4,329)
Total rental property revenues	$	400,488	$	3,542	$	404,030

Six Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	136,875	$	861	$	137,736
Austin	120,278		—		120,278
Charlotte	27,433		2,286		29,719
Dallas	8,328		—		8,328
Phoenix	26,963		—		26,963
Tampa	34,140		—		34,140
Other markets	14,949		2,539		17,488
Total segment revenues	368,966		5,686		374,652
Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,851)		(3,400)		(8,251)
Total rental property revenues	$	364,115	$	2,286	$	366,401

NOI by reportable segment for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	48,368	$	284	$	48,652
Austin	42,530		—		42,530
Charlotte	10,764		1,163		11,927
Dallas	3,218		—		3,218
Phoenix	10,250		—		10,250
Tampa	11,661		—		11,661
Other markets	3,606		—		3,606
Total Net Operating Income	$	130,397	$	1,447	$	131,844

Three Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	46,506	$	250	$	46,756
Austin	36,565		—		36,565
Charlotte	10,246		972		11,218
Dallas	3,191		—		3,191
Phoenix	9,868		—		9,868
Tampa	10,643		—		10,643
Other markets	4,145		665		4,810
Total Net Operating Income	$	121,164	$	1,887	$	123,051

Six Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	95,758	$	554	$	96,312
Austin	82,803		—		82,803
Charlotte	21,526		2,325		23,851
Dallas	6,443		—		6,443
Phoenix	22,023		—		22,023
Tampa	23,372		—		23,372
Other markets	7,176		—		7,176
Total Net Operating Income	$	259,101	$	2,879	$	261,980

Six Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	90,679	$	485	$	91,164
Austin	72,932		—		72,932
Charlotte	20,258		1,615		21,873
Dallas	6,498		—		6,498
Phoenix	18,843		—		18,843
Tampa	21,334		—		21,334
Other markets	8,440		1,574		10,014
Total Net Operating Income	$	238,984	$	3,674	$	242,658

The following reconciles Net Operating Income from net income for each of the periods presented ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net Income	$	23,077	$	34,164	$	45,433	$	62,327
Fee income	(352)		(2,305)		(726)		(3,693)
Termination fee income	(6,570)		(449)		(6,706)		(1,911)
Other income	(14)		(201)		(2,292)		(2,484)
General and administrative expenses	8,021		6,996		16,459		15,059
Interest expense	25,972		16,549		51,002		32,074
Depreciation and amortization	80,269		69,861		156,039		140,605
Reimbursed expenses	159		677		366		1,037
Other expenses	476		425		861		646
Income from unconsolidated joint ventures	(753)		(5,280)		(1,426)		(6,404)
Net operating income from unconsolidated joint ventures	1,559		2,542		2,968		5,261
Loss (gain) on investment property transactions	—		(28)		2		41
Loss on extinguishment of debt	—		100		—		100
Net Operating Income	$	131,844	$	123,051	$	261,980	$	242,658

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Description of Business and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation: The condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of the Company's financial position as of June 30, 2023 and the results of operations for the three and six months ended June 30, 2023 and 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The accounting policies employed are substantially the same as those shown in note 2 of the notes to consolidated financial statements included therein.The Company evaluates all partnerships, joint ventures, and other arrangements with variable interests to determine if the entity or arrangement qualifies as a variable interest entity ("VIE"), as defined in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC"). If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE.

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Investment in Unconsolidated Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summary of Financial Data and Principal Activities of 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 June 30, 2023 and December 31, 2022 ($ in thousands).

SUMMARY OF FINANCIAL POSITION
	Total Assets				Total Debt				Total Equity (Deficit)				Company's Investment
	2023		2022		2023		2022		2023		2022		2023			2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	80,258	$	81,136	$	—	$	—	$	79,464	$	80,509	$	14,647		$	14,856
Crawford Long - CPI, LLC (1)	22,323		22,857		82,294		62,856		(62,353)		(39,691)		(30,545)		(2)	(19,173)		(2)
Under Development:
Neuhoff Holdings LLC (3)	426,429		321,338		166,330		115,940		223,786		177,734		120,036			93,647
Land:
715 Ponce Holdings LLC	8,552		8,333		—		—		8,433		8,332		4,289			4,261
Sold and Other:
HICO Victory Center LP	42		158		—		—		42		5,818		20			75
	$	537,604	$	433,822	$	248,624	$	178,796	$	249,372	$	232,702	$	108,447		$	93,666

(1) In May 2023, Crawford Long - CPI, LLC refinanced the mortgage loan for the Medical Offices at Emory Hospital property. This $83.0 million interest-only mortgage loan has a fixed interest rate of 4.80% and matures in June 2032.

(2) Negative investment basis included in deferred income on the consolidated balance sheets.

(3) Neuhoff Holdings LLC has a construction loan with a borrowing capacity up to $312.7 million that matures September 2025. The interest rate applicable to the construction loan is based on the Secured Overnight Financing Rate ("SOFR") plus 3.45% with a minimum rate of 3.60%. Prior to April 2023, the loan beared interest at the London Interbank Offered Rate ("LIBOR") plus 3.45%.

The information included in the summary of operations table is for the six months ended June 30, 2023 and 2022 ($ in thousands).

SUMMARY OF OPERATIONS
	Total Revenues				Net Income (Loss)				Company's Income from Investment
	2023		2022		2023		2022		2023		2022
Operating Properties:
AMCO 120 WT Holdings, LLC	$	5,451	$	5,160	$	1,625	$	1,397	$	323	$	271
Crawford Long - CPI, LLC	6,360		6,480		2,151		2,324		1,006		1,091
Under Development:
Neuhoff Holdings LLC	70		69		42		58		21		29
Land:
715 Ponce Holdings LLC	141		138		100		99		51		49
Sold and Other:
Carolina Square Holdings LP	—		7,860		48		722		24		304
HICO Victory Center LP	—		72		2		6,853		1		4,557
Other	—		28		—		(12)		—		103
	$	12,022	$	19,807	$	3,968	$	11,441	$	1,426	$	6,404

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Intangible Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

At June 30, 2023 and December 31, 2022, intangible assets included the following ($ in thousands):

	2023		2022
In-place leases, net of accumulated amortization of $130,830 and $131,021 in 2023 and 2022, respectively	$	89,611	$	102,080
Below-market ground leases, net of accumulated amortization of $2,060 and $1,860 in 2023 and 2022, respectively	17,193		17,393
Above-market leases, net of accumulated amortization of $25,240 and $25,085 in 2023 and 2022, respectively	13,409		15,093
Goodwill	1,674		1,674
	$	121,887	$	136,240

Schedule of Intangible Liabilities

At June 30, 2023 and December 31, 2022, intangible liabilities were the following ($ in thousands):

	2023		2022
Below-market leases, net of accumulated amortization of $48,699 and $48,994 in 2023 and 2022, respectively	$	46,511	$	52,280

Amortization of Intangible Asset and Liabilities

The amortization of the above asset and liabilities are recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental property revenues, net (Below-market and Above-market leases)	$	2,526	$	1,661	$	4,084	$	3,464
Expenses:
Depreciation and amortization (In-place leases)	7,057		7,032		12,470		14,390
Rental property operating and other expenses (Below-market ground leases)	100		82		200		174

Aggregate amortization of intangible assets and liabilities

Over the next five years and thereafter, aggregate amortization of these intangible assets and liabilities is anticipated to be as follows ($ in thousands):

	In-Place  Leases		Below-Market Ground Leases		Above-Market Leases		Below-Market Leases
2023 (six months)	$	9,438	$	200	$	1,495	$	(4,336)
2024	17,407		400		2,697		(8,292)
2025	14,803		400		2,114		(7,747)
2026	12,356		400		1,695		(6,509)
2027	9,757		400		1,273		(4,973)
Thereafter	25,850		15,393		4,135		(14,654)
	$	89,611	$	17,193	$	13,409	$	(46,511)

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Other Assets (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Predevelopment costs	$	54,501	$	50,009
Prepaid expenses and other assets	16,633		6,438
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $18,766 and $18,860 in 2023 and 2022, respectively	10,997		11,824
Lease inducements, net of accumulated amortization of $5,360 and $5,129 in 2023 and 2022, respectively	7,922		8,091
Credit Facility deferred financing costs, net of accumulated amortization of $1,488 and $135 in 2023 and 2022, respectively	4,916		5,550
	$	94,969	$	81,912

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Terms of Notes Payable

The following table summarizes the terms of notes payable outstanding at June 30, 2023 and December 31, 2022 ($ in thousands):

Description	Interest Rate (1)	Maturity (2)	2023		2022
Unsecured Notes:
Credit Facility	6.09%	April 2027	$	148,500	$	56,600
Term Loan	(3)	March 2025	400,000		400,000
Term Loan	5.38%	August 2024	350,000		350,000
Senior Note	3.95%	July 2029	275,000		275,000
Senior Note	3.91%	July 2025	250,000		250,000
Senior Note	3.86%	July 2028	250,000		250,000
Senior Note	3.78%	July 2027	125,000		125,000
Senior Note	4.09%	July 2027	100,000		100,000
			1,898,500		1,806,600
Secured Mortgage Notes:
Terminus (4)	6.34%	January 2031	221,000		221,000
Fifth Third Center	3.37%	October 2026	128,373		130,168
Colorado Tower	3.45%	September 2026	108,219		109,552
Domain 10	3.75%	November 2024	73,549		74,521
			531,141		535,241
			$	2,429,641	$	2,341,841
Unamortized loan costs			(5,880)		(7,235)
Total Notes Payable			$	2,423,761	$	2,334,606

(1) Interest rate as of June 30, 2023.

(2) Weighted average maturity of notes payable outstanding at June 30, 2023 was 3.5 years.

(3) In April 2023, the Company entered into a floating-to-fixed interest rate swap with respect to $200 million of the $400 million Term Loan. As of June 30, 2023, the fixed interest rate was 5.45%, and the floating interest rate was 6.24%.

(4) Represents $123.0 million and $98.0 million non-cross-collateralized mortgages secured by the Terminus 100 and Terminus 200 buildings, respectively.

Summary of Interest Recorded

For the three and six months ended June 30, 2023 and 2022, interest expense was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total interest incurred	$	30,977	$	20,140	$	61,098	$	39,116
Interest capitalized	(5,005)		(3,591)		(10,096)		(7,042)
Total interest expense	$	25,972	$	16,549	$	51,002	$	32,074

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Reclassification out of Accumulated Other Comprehensive Income

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Cash Flow Hedges:	2023		2022		2023		2022
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives	$	5,936	$	—	$	4,894	$	—
Amount of income reclassified from accumulated other comprehensive income into income as a reduction of interest expense	$	(908)	$	—	$	(1,096)	$	—
Total amount of interest expense presented in the consolidated statements of operations	$	25,972	$	16,549	$	51,002	$	32,074

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Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Summary of Other Liabilities

Other liabilities on the consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following ($ in thousands):

	2023		2022
Ground lease liability	$	53,322	$	53,129
Prepaid rent	37,660		33,165
Security deposits	14,398		14,635
Restricted stock unit liability	—		1,048
Other liabilities	1,720		1,465
	$	107,100	$	103,442

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense, Net of Forfeitures

For the three and six months ended June 30, 2023 and 2022, stock-based compensation expense, net of forfeitures, was recorded as follows ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Equity-classified awards:
Restricted stock	$	927	$	789	$	1,785	$	1,569
Market-based RSUs	1,108		936		2,859		2,148
Performance-based RSUs	303		312		783		684
Director grants	400		369		785		701
Employee Stock Purchase Plan	33		42		70		94
Total equity-classified award expense, net of forfeitures	2,771		2,448		6,282		5,196
Liability-classified awards
Time-vested RSUs	—		(152)		61		(20)
Dividend equivalent units	—		4		—		19
Total liability-classified award expense, net of forfeitures	—		(148)		61		(1)
Total stock-based compensation expense, net of forfeitures	$	2,771	$	2,300	$	6,343	$	5,195

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 ($ in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Earnings per common share - basic:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to noncontrolling interests in CPLP from continuing operations	(3)		(6)		(7)		(12)
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available to common stockholders	$	22,621	$	34,052	$	44,817	$	62,036
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Net income per common share - basic	$	0.15	$	0.23	$	0.30	$	0.42
Earnings per common share - diluted:
Numerator:
Net income	$	23,077	$	34,164	$	45,433	$	62,327
Net income attributable to other noncontrolling interests	(453)		(106)		(609)		(279)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	22,624	$	34,058	$	44,824	$	62,048
Denominator:
Weighted average common shares - basic	151,721		148,837		151,650		148,788
Add:
Potential dilutive common shares - restricted stock units,     less shares assumed purchased at market price	380		280		328		277
Weighted average units of CPLP convertible into     common shares	25		25		25		25
Weighted average common shares - diluted	152,126		149,142		152,003		149,090
Net income per common share - diluted	$	0.15	$	0.23	$	0.29	$	0.42

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Consolidated Statements of Cash Flows - Supplemental Information (Tables)

6 Months Ended

Jun. 30, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Information Related to Cash Flows

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statements of cash flows, for the six months ended June 30, 2023 and 2022 is as follows ($ in thousands):

	2023		2022
Interest paid, net of amounts capitalized	$	48,502	$	29,456
Income taxes paid	—		—
Non-Cash Activity:
Common stock dividends declared and accrued	49,296		48,522
Tenant improvements funded by tenants	41,240		4,360

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents recorded on the consolidated balance sheets to cash, cash equivalents, and restricted cash in the consolidated statements of cash flows ($ in thousands):

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	8,031	$	5,145

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents recorded on the consolidated balance sheets to cash, cash equivalents, and restricted cash in the consolidated statements of cash flows ($ in thousands):

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	8,031	$	5,145

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Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

Segment net income, amount of capital expenditures, and total assets are not presented in the following tables because management does not utilize these measures when analyzing its segments or when making resource allocation decisions. Information on the Company's segments along with a reconciliation of NOI to net income for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	73,160	$	469	$	73,629
Austin	68,161		—		68,161
Charlotte	14,675		1,781		16,456
Dallas	4,225		—		4,225
Phoenix	18,220		—		18,220
Tampa	18,741		—		18,741
Other markets	6,735		—		6,735
Total segment revenues	203,917		2,250		206,167
Less: Company's share of rental property revenues from unconsolidated joint ventures	(1,744)		(469)		(2,213)
Total rental property revenues	$	202,173	$	1,781	$	203,954

Three Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	68,860	$	439	$	69,299
Austin	59,054		—		59,054
Charlotte	13,929		1,301		15,230
Dallas	4,132		—		4,132
Phoenix	13,533		—		13,533
Tampa	17,216		—		17,216
Other markets	7,622		1,180		8,802
Total segment revenues	184,346		2,920		187,266
Less: Company's share of rental property revenues from unconsolidated joint ventures	(2,473)		(1,619)		(4,092)
Total rental property revenues	$	181,873	$	1,301	$	183,174

Six Months Ended June 30, 2023	Office		Non-Office		Total
Revenues:
Atlanta	$	145,292	$	926	$	146,218
Austin	136,044		—		136,044
Charlotte	29,493		3,542		33,035
Dallas	8,412		—		8,412
Phoenix	33,803		—		33,803
Tampa	37,489		—		37,489
Other markets	13,358		—		13,358
Total segment revenues	403,891		4,468		408,359
Less: Company's share of rental property revenues from unconsolidated joint ventures	(3,403)		(926)		(4,329)
Total rental property revenues	$	400,488	$	3,542	$	404,030

Six Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:
Atlanta	$	136,875	$	861	$	137,736
Austin	120,278		—		120,278
Charlotte	27,433		2,286		29,719
Dallas	8,328		—		8,328
Phoenix	26,963		—		26,963
Tampa	34,140		—		34,140
Other markets	14,949		2,539		17,488
Total segment revenues	368,966		5,686		374,652
Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,851)		(3,400)		(8,251)
Total rental property revenues	$	364,115	$	2,286	$	366,401

Reconciliation of NOI to Net Income Available to Common Stockholders

NOI by reportable segment for the three and six months ended June 30, 2023 and 2022 are as follows ($ in thousands):

Three Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	48,368	$	284	$	48,652
Austin	42,530		—		42,530
Charlotte	10,764		1,163		11,927
Dallas	3,218		—		3,218
Phoenix	10,250		—		10,250
Tampa	11,661		—		11,661
Other markets	3,606		—		3,606
Total Net Operating Income	$	130,397	$	1,447	$	131,844

Three Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	46,506	$	250	$	46,756
Austin	36,565		—		36,565
Charlotte	10,246		972		11,218
Dallas	3,191		—		3,191
Phoenix	9,868		—		9,868
Tampa	10,643		—		10,643
Other markets	4,145		665		4,810
Total Net Operating Income	$	121,164	$	1,887	$	123,051

Six Months Ended June 30, 2023	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	95,758	$	554	$	96,312
Austin	82,803		—		82,803
Charlotte	21,526		2,325		23,851
Dallas	6,443		—		6,443
Phoenix	22,023		—		22,023
Tampa	23,372		—		23,372
Other markets	7,176		—		7,176
Total Net Operating Income	$	259,101	$	2,879	$	261,980

Six Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:
Atlanta	$	90,679	$	485	$	91,164
Austin	72,932		—		72,932
Charlotte	20,258		1,615		21,873
Dallas	6,498		—		6,498
Phoenix	18,843		—		18,843
Tampa	21,334		—		21,334
Other markets	8,440		1,574		10,014
Total Net Operating Income	$	238,984	$	3,674	$	242,658

The following reconciles Net Operating Income from net income for each of the periods presented ($ in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net Income	$	23,077	$	34,164	$	45,433	$	62,327
Fee income	(352)		(2,305)		(726)		(3,693)
Termination fee income	(6,570)		(449)		(6,706)		(1,911)
Other income	(14)		(201)		(2,292)		(2,484)
General and administrative expenses	8,021		6,996		16,459		15,059
Interest expense	25,972		16,549		51,002		32,074
Depreciation and amortization	80,269		69,861		156,039		140,605
Reimbursed expenses	159		677		366		1,037
Other expenses	476		425		861		646
Income from unconsolidated joint ventures	(753)		(5,280)		(1,426)		(6,404)
Net operating income from unconsolidated joint ventures	1,559		2,542		2,968		5,261
Loss (gain) on investment property transactions	—		(28)		2		41
Loss on extinguishment of debt	—		100		—		100
Net Operating Income	$	131,844	$	123,051	$	261,980	$	242,658

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Description of Business and Basis of Presentation (Details) shares in Thousands, ft² in Thousands	6 Months Ended
	Jun. 30, 2023 ft² shares	Jun. 30, 2022 shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Distribution of taxable income to qualify as REIT, percentage	100.00%
Portfolio of real estate assets, office space area	18,800
Portfolio of real estate assets, retail space area	310
Variable Interest Entity, Primary Beneficiary | CPLP
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common units (in shares) | shares	25	25
CPLP
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Percentage of partnership units owned by the company (more than)	99.00%

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Investment in Unconsolidated Joint Ventures - Summary of Financial Position and Operations (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	Dec. 31, 2022
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		$ 7,595,785		$ 7,595,785			$ 7,537,016
Total Equity (Deficit)		4,581,371		4,581,371			4,625,664
Income Statement [Abstract]
Total Revenues		204,320	$ 185,680	407,048	$ 372,578
Net Income (Loss)		22,621	$ 34,052	44,817	62,036
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		537,604		537,604			433,822
Total Debt		248,624		248,624			178,796
Total Equity (Deficit)		249,372		249,372			232,702
Company's Investment		108,447		108,447			93,666
Income Statement [Abstract]
Total Revenues				12,022	19,807
Net Income (Loss)				3,968	11,441
Company's Income from Investment				1,426	6,404
AMCO 120 WT Holdings, LLC
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		80,258		80,258			81,136
Total Debt		0		0			0
Total Equity (Deficit)		79,464		79,464			80,509
Company's Investment		14,647		14,647			14,856
Income Statement [Abstract]
Total Revenues				5,451	5,160
Net Income (Loss)				1,625	1,397
Company's Income from Investment				323	271
Crawford Long - CPI, LLC
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		22,323		22,323			22,857
Total Debt		82,294		82,294		$ 83,000	62,856
Total Equity (Deficit)		(62,353)		(62,353)			(39,691)
Company's Investment		(30,545)		(30,545)			(19,173)
Interest rate						4.80%
Income Statement [Abstract]
Total Revenues				6,360	6,480
Net Income (Loss)				2,151	2,324
Company's Income from Investment				1,006	1,091
Neuhoff Holdings LLC
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		426,429		426,429			321,338
Total Debt		166,330		166,330			115,940
Total Equity (Deficit)		223,786		223,786			177,734
Company's Investment		$ 120,036		120,036			93,647
Income Statement [Abstract]
Total Revenues				70	69
Net Income (Loss)				42	58
Company's Income from Investment				$ 21	29
Neuhoff Holdings LLC | Minimum
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Interest rate		3.60%		3.60%
Neuhoff Holdings LLC | SOFR
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Basis spread on variable rate				3.45%
Neuhoff Holdings LLC | LIBOR
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Basis spread on variable rate	3.45%
Neuhoff Holdings LLC | Construction Loan
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Maximum borrowing capacity		$ 312,700		$ 312,700
715 Ponce Holdings LLC
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		8,552		8,552			8,333
Total Debt		0		0			0
Total Equity (Deficit)		8,433		8,433			8,332
Company's Investment		4,289		4,289			4,261
Income Statement [Abstract]
Total Revenues				141	138
Net Income (Loss)				100	99
Company's Income from Investment				51	49
Carolina Square Holdings LP
Income Statement [Abstract]
Total Revenues				0	7,860
Net Income (Loss)				48	722
Company's Income from Investment				24	304
HICO Victory Center LP
Equity Method Investment Summarized Financial Information Financial Position [Abstract]
Total Assets		42		42			158
Total Debt		0		0			0
Total Equity (Deficit)		42		42			5,818
Company's Investment		$ 20		20			$ 75
Income Statement [Abstract]
Total Revenues				0	72
Net Income (Loss)				2	6,853
Company's Income from Investment				1	4,557
Other
Income Statement [Abstract]
Total Revenues				0	28
Net Income (Loss)				0	(12)
Company's Income from Investment				$ 0	$ 103

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Investment in Unconsolidated Joint Ventures - Narrative (Details) $ in Thousands		1 Months Ended
	Jun. 30, 2022 USD ($) a	May 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Uptown Dallas Land
Schedule of Equity Method Investments [Line Items]
Area of property | a	3.0
Sales price	$ 23,100
Gain (loss) from sale of property	$ 4,500
Crawford Long - CPI, LLC
Schedule of Equity Method Investments [Line Items]
Amount repay in full		$ 62,400
Debt		$ 83,000	$ 82,294	$ 62,856
Interest Rate		4.80%

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Intangible Assets and Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 1,674	$ 1,674
Total intangible assets	121,887	136,240
In-Place  Leases
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	130,830	131,021
Finite-lived intangible assets, net	89,611	102,080
Below-Market Ground Leases
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	2,060	1,860
Finite-lived intangible assets, net	17,193	17,393
Above-Market Leases
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	25,240	25,085
Finite-lived intangible assets, net	$ 13,409	$ 15,093

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Intangible Assets and Liabilities - Intangible Liabilities (Details) - Below-Market Leases - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	$ (48,699)	$ (48,994)
Finite-lived intangible liabilities, net	$ 46,511	$ 52,280

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Intangible Assets and Liabilities - Amortization of Asset and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Below-Market Leases, Above-Market Leases
Finite-Lived Intangible Assets [Line Items]
Amortization of above and below market leases	$ 2,526	$ 1,661	$ 4,084	$ 3,464
In-Place  Leases
Finite-Lived Intangible Assets [Line Items]
Depreciation and amortization (In-place leases)	7,057	7,032	12,470	14,390
Below-Market Ground Leases
Finite-Lived Intangible Assets [Line Items]
Amortization of above and below market leases	$ 100	$ 82	$ 200	$ 174

XML

Intangible Assets and Liabilities - Intangibles - Future Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Below-Market Leases
Future Amortization of Intangible Liabilities:
2023 (six months)	$ (4,336)
2024	(8,292)
2025	(7,747)
2026	(6,509)
2027	(4,973)
Thereafter	(14,654)
Finite-lived intangible liabilities, net	(46,511)	$ (52,280)
In-Place  Leases
Future Amortization of Intangible Assets:
2023 (six months)	9,438
2024	17,407
2025	14,803
2026	12,356
2027	9,757
Thereafter	25,850
Finite-lived intangible assets, net	89,611	102,080
Below-Market Ground Leases
Future Amortization of Intangible Assets:
2023 (six months)	200
2024	400
2025	400
2026	400
2027	400
Thereafter	15,393
Finite-lived intangible assets, net	17,193	17,393
Above-Market Leases
Future Amortization of Intangible Assets:
2023 (six months)	1,495
2024	2,697
2025	2,114
2026	1,695
2027	1,273
Thereafter	4,135
Finite-lived intangible assets, net	$ 13,409	$ 15,093

XML

Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Predevelopment costs	$ 54,501	$ 50,009
Prepaid expenses and other assets	16,633	6,438
Accumulated depreciation of furniture, fixtures and equipment, leasehold improvements, and other deferred costs	18,766	18,860
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $18,766 and $18,860 in 2023 and 2022, respectively	10,997	11,824
Accumulated amortization of lease inducements	5,360	5,129
Lease inducements, net of accumulated amortization of $5,360 and $5,129 in 2023 and 2022, respectively	7,922	8,091
Accumulated amortization of line of credit deferred financing costs	1,488	135
Credit Facility deferred financing costs, net of accumulated amortization of $1,488 and $135 in 2023 and 2022, respectively	4,916	5,550
Total other assets	$ 94,969	$ 81,912

XML

Notes Payable - Terms of Notes Payable (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Apr. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Notes payable, gross	$ 2,429,641		$ 2,341,841
Unamortized loan costs	(5,880)		(7,235)
Total Notes Payable	$ 2,423,761		2,334,606
Weighted average maturity of notes payable	3 years 6 months
Unsecured Notes
Debt Instrument [Line Items]
Notes payable, gross	$ 1,898,500		1,806,600
Credit Facility
Debt Instrument [Line Items]
Interest Rate	6.09%
Notes payable, gross	$ 148,500		56,600
Term Loan | Term Loan Unsecured Due 2025
Debt Instrument [Line Items]
Notes payable, gross	$ 400,000		400,000
Term Loan | Term Loan Unsecured Due 2025
Debt Instrument [Line Items]
Interest Rate	5.45%
Term Loan | Term Loan Unsecured Due 2025
Debt Instrument [Line Items]
Interest Rate	6.24%
Term Loan | Term Loan Unsecured Due 2024
Debt Instrument [Line Items]
Interest Rate	5.38%
Notes payable, gross	$ 350,000		350,000
Senior Note
Debt Instrument [Line Items]
Debt amount	$ 1,000,000
Senior Note | Senior Note, Unsecured Due 2029
Debt Instrument [Line Items]
Interest Rate	3.95%
Notes payable, gross	$ 275,000		275,000
Debt amount	$ 275,000
Senior Note | Senior Note, Unsecured Due 2025
Debt Instrument [Line Items]
Interest Rate	3.91%
Notes payable, gross	$ 250,000		250,000
Debt amount	$ 250,000
Senior Note | Senior Note, Unsecured Due 2028
Debt Instrument [Line Items]
Interest Rate	3.86%
Notes payable, gross	$ 250,000		250,000
Debt amount	$ 250,000
Senior Note | Senior Note, Unsecured Due 2027
Debt Instrument [Line Items]
Interest Rate	3.78%
Notes payable, gross	$ 125,000		125,000
Debt amount	$ 125,000
Senior Note | Senior Note, Unsecured Due 2027
Debt Instrument [Line Items]
Interest Rate	4.09%
Notes payable, gross	$ 100,000		100,000
Debt amount	100,000
Secured Mortgage Notes
Debt Instrument [Line Items]
Notes payable, gross	$ 531,141		535,241
Secured Mortgage Notes | Terminus
Debt Instrument [Line Items]
Interest Rate	6.34%
Notes payable, gross	$ 221,000		221,000
Secured Mortgage Notes | Terminus 100
Debt Instrument [Line Items]
Notes payable, gross	123,000
Secured Mortgage Notes | Terminus 200
Debt Instrument [Line Items]
Notes payable, gross	$ 98,000
Secured Mortgage Notes | Fifth Third Center
Debt Instrument [Line Items]
Interest Rate	3.37%
Notes payable, gross	$ 128,373		130,168
Secured Mortgage Notes | Colorado Tower
Debt Instrument [Line Items]
Interest Rate	3.45%
Notes payable, gross	$ 108,219		109,552
Secured Mortgage Notes | Domain 10
Debt Instrument [Line Items]
Interest Rate	3.75%
Notes payable, gross	$ 73,549		$ 74,521
Term Loan | 2025 Term Loan
Debt Instrument [Line Items]
Debt amount		$ 400,000
Term Loan | 2025 Term Loan | Interest Rate Swap
Debt Instrument [Line Items]
Debt amount		$ 200,000

XML

Notes Payable - Credit Facility (Details) - Credit Facility $ in Millions		4 Months Ended	6 Months Ended
	May 02, 2022 USD ($)	May 01, 2022 USD ($)	Jun. 30, 2023 USD ($)
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 1,000.0	$ 1,000.0
Variable rate	1.00%
Facility fee percentage			0.15%
Available borrowing capacity			$ 851.5
Minimum fixed charge coverage ratio		1.50
Adjusted SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.10%
SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate			0.90%
Federal Funds Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.50%
Term SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate		1.05%
Maximum
Line of Credit Facility [Line Items]
Secured leverage ratio		50.00%
Facility fee percentage	0.30%
Leverage ratio		60.00%
Maximum | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.40%
Maximum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.40%
Minimum
Line of Credit Facility [Line Items]
Facility fee percentage	0.15%
Minimum unencumbered interest coverage ratio		1.75
Minimum | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.90%
Minimum | Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.00%

XML

Notes Payable - Term Loan (Details) - Term Loan $ in Millions				6 Months Ended
	Oct. 03, 2022 USD ($) extension	Sep. 19, 2022	Jun. 28, 2021 USD ($) extension	Jun. 30, 2023	Apr. 19, 2023 USD ($)	Sep. 27, 2022 USD ($)
2022 Term Loan
Debt Instrument [Line Items]
Debt amount	$ 400				$ 400
Number of extension options | extension	4
Extension term	6 months
2022 Term Loan | Interest Rate Swap
Debt Instrument [Line Items]
Debt amount					$ 200
2022 Term Loan | Interest Rate Swap | SOFR
Debt Instrument [Line Items]
Fixed swap rate					4.298%
Term Loan
Debt Instrument [Line Items]
Debt amount			$ 350
Number of extension options | extension			4
Extension term			180 days
Variable rate		1.00%
Term Loan | Adjusted SOFR
Debt Instrument [Line Items]
Basis spread on variable rate		0.10%		1.05%
Term Loan | Eurodollar | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		1.05%
Term Loan | Eurodollar | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		1.65%
Term Loan | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Term Loan | Term SOFR
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Term Loan | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.05%
Term Loan | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate		0.65%
Term Loan | Interest Rate Swap
Debt Instrument [Line Items]
Debt amount						$ 350
Term Loan | Interest Rate Swap | SOFR
Debt Instrument [Line Items]
Fixed swap rate						4.234%

XML

Notes Payable - Unsecured Senior Notes (Details) - Unsecured Senior Notes $ in Millions	Jun. 30, 2023 USD ($) tranche	May 01, 2022
Debt Instrument [Line Items]
Debt amount	$ 1,000
Number of tranches | tranche	5
Maximum
Debt Instrument [Line Items]
Leverage ratio		40.00%
4.09% Senior Notes, Unsecured
Debt Instrument [Line Items]
Debt amount	$ 100
Interest rate	4.09%
3.91% Senior Notes, Unsecured
Debt Instrument [Line Items]
Debt amount	$ 250
Interest rate	3.91%
3.78% Senior Notes, Unsecured
Debt Instrument [Line Items]
Debt amount	$ 125
Interest rate	3.78%
3.86% Senior Notes, Unsecured
Debt Instrument [Line Items]
Debt amount	$ 250
Interest rate	3.86%
3.95% Senior Notes, Unsecured
Debt Instrument [Line Items]
Debt amount	$ 275
Interest rate	3.95%

XML

Notes Payable - Secured Mortgage Notes (Details) $ in Thousands	Jun. 30, 2023 USD ($) debt_instrument	Dec. 31, 2022 USD ($) property
Debt Instrument [Line Items]
Long-term debt	$ 2,429,641	$ 2,341,841
Secured Mortgage Notes
Debt Instrument [Line Items]
Long-term debt	531,141	$ 535,241
Terminus Properties In Atlanta | Secured Mortgage Notes
Debt Instrument [Line Items]
Number of real estate properties | property		2
Long-term debt		$ 221,000
Interest Rate		6.34%
Properties, Excluding Terminus | Secured Mortgage Notes
Debt Instrument [Line Items]
Long-term debt	$ 531,100
Number of non-recourse mortgage loans | debt_instrument	5
Collateral amount	$ 901,700

XML

Notes Payable - Other Debt Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Disclosure [Abstract]
Notes payable, fair value	$ 2,300,000		$ 2,300,000		$ 2,200,000
Total interest incurred	30,977	$ 20,140	61,098	$ 39,116
Interest capitalized	(5,005)	(3,591)	(10,096)	(7,042)
Total interest expense	$ 25,972	$ 16,549	$ 51,002	$ 32,074

XML

Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Apr. 19, 2023	Dec. 31, 2022	Oct. 03, 2022	Sep. 27, 2022	Jun. 28, 2021
2022 Term Loan | Term Loan
Derivative [Line Items]
Debt amount		$ 400.0		$ 400.0
2022 Term Loan | Interest Rate Swap
Derivative [Line Items]
Fair value of derivative	$ 1.9
2022 Term Loan | Interest Rate Swap | Term Loan
Derivative [Line Items]
Debt amount		$ 200.0
2022 Term Loan | Interest Rate Swap | Term Loan | SOFR
Derivative [Line Items]
Fixed swap rate		4.298%
Term Loan | Term Loan
Derivative [Line Items]
Debt amount						$ 350.0
Term Loan | Interest Rate Swap | Term Loan
Derivative [Line Items]
Debt amount					$ 350.0
Term Loan | Interest Rate Swap | Term Loan | SOFR
Derivative [Line Items]
Fixed swap rate					4.234%
2021 Term Loan | Interest Rate Swap
Derivative [Line Items]
Fair value of derivative	$ 3.7		$ 1.8

XML

Derivative Financial Instruments - Schedule of Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Amount of income recognized in accumulated other comprehensive income on interest rate derivatives	$ 5,936	$ 0	$ 4,894	$ 0
Amount of income reclassified from accumulated other comprehensive income into income as a reduction of interest expense	(908)	0	(1,096)	0
Total amount of interest expense presented in the consolidated statements of operations	$ 25,972	$ 16,549	$ 51,002	$ 32,074

XML

Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Ground lease liability	$ 53,322	$ 53,129
Prepaid rent	37,660	33,165
Security deposits	14,398	14,635
Restricted stock unit liability	0	1,048
Other liabilities	1,720	1,465
Total other liabilities	$ 107,100	$ 103,442

XML

Commitments and Contingencies (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Outstanding letters of credit and performance bonds	$ 684
Future obligations under leases to fund tenant improvements and other future construction obligations	$ 153,100

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Stockholders' Equity (Details) $ / shares in Units, $ in Thousands, shares in Millions			3 Months Ended	6 Months Ended		24 Months Ended
	Jun. 29, 2022 USD ($) $ / shares shares	Apr. 21, 2022 USD ($)	Sep. 30, 2021 USD ($) financial_institution	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of participating financial institutions | financial_institution			6
Contributions to unconsolidated joint ventures				$ 26,299	$ 31,892
Issuance of common stock				0	101,668
Dividends owed				49,296	$ 48,522	$ 49,296
HICO Avalon, LLC And HICO Avalon II
Subsidiary, Sale of Stock [Line Items]
Ownership percentage of partner in joint venture		10.00%
Contributions to unconsolidated joint ventures		$ 43,400
Book value of non-controlling interest		$ 15,700
ATM Program
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued (in shares) | shares						2.6
Issuance of common stock						$ 101,400
Payments of stock issuance costs						1,100
Dividends owed				$ 1,700		1,700
Other transaction related costs						$ 900
ATM Program | Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration received on transaction	$ 105,100
Sale of stock, shares issued (in shares) | shares	2.6
Average price (in dollars per share) | $ / shares	$ 39.92
Maximum | ATM Program
Subsidiary, Sale of Stock [Line Items]
Sale of stock, consideration received on transaction			$ 500,000

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Revenue Recognition (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 204,320,000	$ 185,680,000	$ 407,048,000	$ 372,578,000
Reduction of revenue related to write-down of net assets associated with lease	1,600,000		1,600,000
Rental property revenues
Disaggregation of Revenue [Line Items]
Revenues	203,954,000	183,174,000	404,030,000	366,401,000
Variable rental revenue	62,200,000	50,200,000	121,400,000	103,000,000
Fees and other
Disaggregation of Revenue [Line Items]
Revenues	366,000	2,500,000	3,000,000	6,200,000
Fees and other | Norfolk Southern
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 1,400,000	$ 0	$ 2,200,000

XML

Stock-Based Compensation - Stock-Based Compensation Expense, Net of Forfeitures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	$ 2,771	$ 2,300	$ 6,343	$ 5,195
Equity-classified awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	2,771	2,448	6,282	5,196
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	927	789	1,785	1,569
Market-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	1,108	936	2,859	2,148
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	303	312	783	684
Director grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	400	369	785	701
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	33	42	70	94
Liability-classified awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	0	(148)	61	(1)
Time-vested RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	0	(152)	61	(20)
Dividend equivalent units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense, net of forfeitures	$ 0	$ 4	$ 0	$ 19

XML

Stock-Based Compensation - Narrative (Details) - Independent Board of Directors - Equity-classified awards $ in Millions	1 Months Ended
	Jun. 30, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares and targeted units granted (in shares) | shares	81,909
Shares and targeted units granted | $	$ 1.6
Service period	1 year

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net income	$ 23,077	$ 34,164	$ 45,433	$ 62,327
Net income available to common stockholders	$ 22,621	$ 34,052	$ 44,817	$ 62,036
Denominator:
Weighted average common shares - basic (in shares)	151,721	148,837	151,650	148,788
Net income per common share — basic (in usd per share)	$ 0.15	$ 0.23	$ 0.30	$ 0.42
Numerator:
Net income	$ 23,077	$ 34,164	$ 45,433	$ 62,327
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$ 22,624	$ 34,058	$ 44,824	$ 62,048
Denominator:
Weighted average shares — basic (in shares)	151,721	148,837	151,650	148,788
Add:
Weighted average units of CPLP convertible into common shares (in shares)	25	25	25	25
Weighted average common shares - diluted (in shares)	152,126	149,142	152,003	149,090
Net income per common share — diluted (in usd per share)	$ 0.15	$ 0.23	$ 0.29	$ 0.42
RSU
Add:
Potential dilutive common shares - stock options (in shares)	380	280	328	277
CPLP
Numerator:
Net income attributable to noncontrolling interests	$ (3)	$ (6)	$ (7)	$ (12)
Numerator:
Net income attributable to other noncontrolling interests	(3)	(6)	(7)	(12)
Other Noncontrolling Interests
Numerator:
Net income attributable to noncontrolling interests	(453)	(106)	(609)	(279)
Numerator:
Net income attributable to other noncontrolling interests	$ (453)	$ (106)	$ (609)	$ (279)

XML

Consolidated Statements of Cash Flows - Supplemental Information - Supplemental Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Supplemental Cash Flow Elements [Abstract]
Interest paid, net of amounts capitalized	$ 48,502	$ 29,456
Income taxes paid	0	0
Non-Cash Activity:
Common stock dividends declared and accrued	49,296	48,522
Tenant improvements funded by tenants	$ 41,240	$ 4,360

XML

Consolidated Statements of Cash Flows - Supplemental Information - Reconciliation of Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 8,031	$ 5,145

XML

Reportable Segments - Segment Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total Revenues	$ 204,320	$ 185,680	$ 407,048	$ 372,578
Rental property revenues
Segment Reporting Information [Line Items]
Total Revenues	203,954	183,174	404,030	366,401
Rental property revenues | Office
Segment Reporting Information [Line Items]
Total Revenues	202,173	181,873	400,488	364,115
Rental property revenues | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	1,781	1,301	3,542	2,286
Operating segments | Rental property revenues
Segment Reporting Information [Line Items]
Total Revenues	206,167	187,266	408,359	374,652
Operating segments | Rental property revenues | Office
Segment Reporting Information [Line Items]
Total Revenues	203,917	184,346	403,891	368,966
Operating segments | Rental property revenues | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	2,250	2,920	4,468	5,686
Operating segments | Rental property revenues | Atlanta
Segment Reporting Information [Line Items]
Total Revenues	73,629	69,299	146,218	137,736
Operating segments | Rental property revenues | Atlanta | Office
Segment Reporting Information [Line Items]
Total Revenues	73,160	68,860	145,292	136,875
Operating segments | Rental property revenues | Atlanta | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	469	439	926	861
Operating segments | Rental property revenues | Austin
Segment Reporting Information [Line Items]
Total Revenues	68,161	59,054	136,044	120,278
Operating segments | Rental property revenues | Austin | Office
Segment Reporting Information [Line Items]
Total Revenues	68,161	59,054	136,044	120,278
Operating segments | Rental property revenues | Austin | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	0	0	0	0
Operating segments | Rental property revenues | Charlotte
Segment Reporting Information [Line Items]
Total Revenues	16,456	15,230	33,035	29,719
Operating segments | Rental property revenues | Charlotte | Office
Segment Reporting Information [Line Items]
Total Revenues	14,675	13,929	29,493	27,433
Operating segments | Rental property revenues | Charlotte | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	1,781	1,301	3,542	2,286
Operating segments | Rental property revenues | Dallas
Segment Reporting Information [Line Items]
Total Revenues	4,225	4,132	8,412	8,328
Operating segments | Rental property revenues | Dallas | Office
Segment Reporting Information [Line Items]
Total Revenues	4,225	4,132	8,412	8,328
Operating segments | Rental property revenues | Dallas | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	0	0	0	0
Operating segments | Rental property revenues | Phoenix
Segment Reporting Information [Line Items]
Total Revenues	18,220	13,533	33,803	26,963
Operating segments | Rental property revenues | Phoenix | Office
Segment Reporting Information [Line Items]
Total Revenues	18,220	13,533	33,803	26,963
Operating segments | Rental property revenues | Phoenix | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	0	0	0	0
Operating segments | Rental property revenues | Tampa
Segment Reporting Information [Line Items]
Total Revenues	18,741	17,216	37,489	34,140
Operating segments | Rental property revenues | Tampa | Office
Segment Reporting Information [Line Items]
Total Revenues	18,741	17,216	37,489	34,140
Operating segments | Rental property revenues | Tampa | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	0	0	0	0
Operating segments | Rental property revenues | Other markets
Segment Reporting Information [Line Items]
Total Revenues	6,735	8,802	13,358	17,488
Operating segments | Rental property revenues | Other markets | Office
Segment Reporting Information [Line Items]
Total Revenues	6,735	7,622	13,358	14,949
Operating segments | Rental property revenues | Other markets | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	0	1,180	0	2,539
Segment reconciling items | Rental property revenues
Segment Reporting Information [Line Items]
Total Revenues	(2,213)	(4,092)	(4,329)	(8,251)
Segment reconciling items | Rental property revenues | Office
Segment Reporting Information [Line Items]
Total Revenues	(1,744)	(2,473)	(3,403)	(4,851)
Segment reconciling items | Rental property revenues | Non-Office
Segment Reporting Information [Line Items]
Total Revenues	$ (469)	$ (1,619)	$ (926)	$ (3,400)

XML

Reportable Segments - Net Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net Operating Income	$ 131,844	$ 123,051	$ 261,980	$ 242,658
Office
Segment Reporting Information [Line Items]
Net Operating Income	130,397	121,164	259,101	238,984
Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	1,447	1,887	2,879	3,674
Atlanta
Segment Reporting Information [Line Items]
Net Operating Income	48,652	46,756	96,312	91,164
Atlanta | Office
Segment Reporting Information [Line Items]
Net Operating Income	48,368	46,506	95,758	90,679
Atlanta | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	284	250	554	485
Austin
Segment Reporting Information [Line Items]
Net Operating Income	42,530	36,565	82,803	72,932
Austin | Office
Segment Reporting Information [Line Items]
Net Operating Income	42,530	36,565	82,803	72,932
Austin | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	0	0	0	0
Charlotte
Segment Reporting Information [Line Items]
Net Operating Income	11,927	11,218	23,851	21,873
Charlotte | Office
Segment Reporting Information [Line Items]
Net Operating Income	10,764	10,246	21,526	20,258
Charlotte | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	1,163	972	2,325	1,615
Dallas
Segment Reporting Information [Line Items]
Net Operating Income	3,218	3,191	6,443	6,498
Dallas | Office
Segment Reporting Information [Line Items]
Net Operating Income	3,218	3,191	6,443	6,498
Dallas | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	0	0	0	0
Phoenix
Segment Reporting Information [Line Items]
Net Operating Income	10,250	9,868	22,023	18,843
Phoenix | Office
Segment Reporting Information [Line Items]
Net Operating Income	10,250	9,868	22,023	18,843
Phoenix | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	0	0	0	0
Tampa
Segment Reporting Information [Line Items]
Net Operating Income	11,661	10,643	23,372	21,334
Tampa | Office
Segment Reporting Information [Line Items]
Net Operating Income	11,661	10,643	23,372	21,334
Tampa | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	0	0	0	0
Other markets
Segment Reporting Information [Line Items]
Net Operating Income	3,606	4,810	7,176	10,014
Other markets | Office
Segment Reporting Information [Line Items]
Net Operating Income	3,606	4,145	7,176	8,440
Other markets | Non-Office
Segment Reporting Information [Line Items]
Net Operating Income	$ 0	$ 665	$ 0	$ 1,574

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Reportable Segments - Reconciliation of Net Income to Net Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net income	$ 23,077	$ 34,164	$ 45,433	$ 62,327
Total Revenues	(204,320)	(185,680)	(407,048)	(372,578)
General and administrative expenses	8,021	6,996	16,459	15,059
Interest expense	25,972	16,549	51,002	32,074
Depreciation and amortization	80,269	69,861	156,039	140,605
Reimbursed expenses	159	677	366	1,037
Other expenses	476	425	861	646
Income from unconsolidated joint ventures	(753)	(5,280)	(1,426)	(6,404)
Net operating income from unconsolidated joint ventures	1,559	2,542	2,968	5,261
Loss (gain) on investment property transactions	0	(28)	2	41
Loss on extinguishment of debt	0	100	0	100
Net Operating Income	131,844	123,051	261,980	242,658
Fee income
Segment Reporting Information [Line Items]
Total Revenues	(352)	(2,305)	(726)	(3,693)
Termination fee income
Segment Reporting Information [Line Items]
Total Revenues	(6,570)	(449)	(6,706)	(1,911)
Other
Segment Reporting Information [Line Items]
Total Revenues	$ (14)	$ (201)	$ (2,292)	$ (2,484)