Cousins Properties - 10-Q quarterly report FY2021 Q3

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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 September 30, 2021


☐						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 October 21, 2021
Common Stock, $1 par value per share						148,688,036 shares

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, 2020, and as itemized herein. These forward-looking statements include information about 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 or changes in existing market concentrations;

•future changes in interest rates; and

•all statements that address operating performance, events, or developments that the Company expects or anticipates 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 the Company's 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, the Company's 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 the Company operates (including supply and demand changes), particularly in Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and Nashville where the Company has high concentrations of the Company's lease revenues, 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, including the COVID-19 pandemic, and the governmental and third-party response to such a crisis, which may affect the Company's key personnel, the Company's tenants, and the costs of operating the Company's assets;

•the impact of social distancing, shelter-in-place, border closings, travel restrictions, remote work requirements, and similar

governmental and private measures taken to combat the spread of a public health crisis on the Company's operations and the

Company's tenants;

•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 the Company's strategy in regard to the Company's 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 the Company's 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 the Company's tenants;

•volatility in interest rates and insurance rates;

•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;

•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 and meet regulatory requirements;

•potential changes to state, local, or federal regulations applicable to the Company's 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, including proposed tax legislation by the Biden administration; 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 the Company believes that the plans, intentions, and expectations reflected in any forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions, or expectations will be achieved. The Company undertakes 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.

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)


	September 30, 2021		December 31, 2020
	(unaudited)
Assets:
Real estate assets:
Operating properties, net of accumulated depreciation of $854,770 and $803,073 in 2021 and 2020, respectively	$	6,191,205	$	6,232,546
Projects under development	136,123		57,389
Land	150,766		162,406
	6,478,094		6,452,341

Real estate assets and other assets held for sale, net	—		125,746
Cash and cash equivalents	5,532		4,290
Restricted cash	1,236		1,848
Accounts receivable	13,205		20,248
Deferred rents receivable	152,278		138,341
Investment in unconsolidated joint ventures	111,351		125,481
Intangible assets, net	158,189		189,164
Other assets	57,479		49,939
Total assets	$	6,977,364	$	7,107,398
Liabilities:
Notes payable	$	2,047,599	$	2,162,719
Accounts payable and accrued expenses	203,627		186,267
Deferred income	76,475		62,319
Intangible liabilities, net	56,521		69,846
Other liabilities	115,600		118,103
Liabilities of real estate assets held for sale, net	—		12,606
Total liabilities	2,499,822		2,611,860
Commitments and contingencies
Equity:
Stockholders' investment:

Common stock, $1 par value per share, 300,000,000 shares authorized, 151,272,969 and 151,149,289 shares issued and outstanding in 2021 and 2020, respectively	151,273		151,149
Additional paid-in capital	5,547,808		5,542,762
Treasury stock at cost, 2,584,933 shares in 2021 and 2020	(148,473)		(148,473)
Distributions in excess of cumulative net income	(1,105,516)		(1,078,304)
Total stockholders' investment	4,445,092		4,467,134
Nonredeemable noncontrolling interests	32,450		28,404
Total equity	4,477,542		4,495,538
Total liabilities and equity	$	6,977,364	$	7,107,398

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues:
Rental property revenues	$	185,515	$	179,024	$	552,088	$	543,252
Fee income	3,094		4,350		12,426		13,772
Other	123		6		405		169
	188,732		183,380		564,919		557,193
Expenses:
Rental property operating expenses	65,354		62,844		195,465		189,003
Reimbursed expenses	383		373		1,149		1,216
General and administrative expenses	7,968		5,658		22,014		19,853
Interest expense	16,709		15,058		50,573		44,955
Depreciation and amortization	72,073		71,498		214,399		215,980
Transaction costs	—		—		—		428
Other	421		723		1,835		1,841
	162,908		156,154		485,435		473,276

Income from unconsolidated joint ventures	2,128		1,611		5,826		6,751
Gain (loss) on sales of investments in unconsolidated joint ventures	13,121		(59)		13,160		45,940
Gain (loss) on investment property transactions	13,063		(523)		13,037		90,192



Net income	54,136		28,255		111,507		226,800
Net income attributable to noncontrolling interests	(118)		(140)		(226)		(641)
Net income available to common stockholders	$	54,018	$	28,115	$	111,281	$	226,159

Net income per common share — basic	$	0.36	$	0.19	$	0.75	$	1.53
Net income per common share — diluted	$	0.36	$	0.19	$	0.75	$	1.52
Weighted average shares — basic	148,688		148,566		148,659		148,181
Weighted average shares — diluted	148,772		148,606		148,743		148,586

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)


Three Months Ended September 30, 2021
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance June 30, 2021	$	151,273	$	5,546,336	$	(148,473)	$	(1,113,273)	$	4,435,863	$	31,541	$	4,467,404
Net income	—		—		—		54,018		54,018		118		54,136



Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	—		1,472		—		—		1,472		—		1,472

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		1,635		1,635
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(844)		(844)
Common dividends ($0.31 per share)	—		—		—		(46,261)		(46,261)		—		(46,261)
Balance September 30, 2021	$	151,273	$	5,547,808	$	(148,473)	$	(1,105,516)	$	4,445,092	$	32,450	$	4,477,542

Three Months Ended September 30, 2020
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance June 30, 2020	$	151,153	$	5,540,945	$	(148,473)	$	(1,028,289)	$	4,515,336	$	24,993	$	4,540,329
Net income	—		—		—		28,115		28,115		140		28,255

Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	(4)		934		—		—		930		—		930

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		2,317		2,317
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(169)		(169)
Common dividends ($0.30 per share)	—		—		—		(44,569)		(44,569)		—		(44,569)
Balance September 30, 2020	$	151,149	$	5,541,879	$	(148,473)	$	(1,044,743)	$	4,499,812	$	27,281	$	4,527,093

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands except per share amounts)


Nine Months Ended September 30, 2021
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2020	$	—	$	151,149	$	5,542,762	$	(148,473)	$	(1,078,304)	$	4,467,134	$	28,404	$	4,495,538
Net income	—		—		—		—		111,281		111,281		226		111,507

Common stock issued pursuant to stock based compensation	—		126		426		—		—		552		—		552

Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	—		(2)		4,620		—		—		4,618		—		4,618

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		—		5,017		5,017
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		—		(1,197)		(1,197)
Common dividends ($0.93 per share)	—		—		—		—		(138,493)		(138,493)		—		(138,493)
Balance September 30, 2021	$	—	$	151,273	$	5,547,808	$	(148,473)	$	(1,105,516)	$	4,445,092	$	32,450	$	4,477,542

Nine Months Ended September 30, 2020
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2019	$	1,717	$	149,347	$	5,493,883	$	(148,473)	$	(1,137,200)	$	4,359,274	$	68,561	$	4,427,835
Net income	—		—		—		—		226,159		226,159		641		226,800

Common stock issued pursuant to stock based compensation	—		90		(397)		—		—		(307)		—		(307)
Common stock issued pursuant to unitholder redemption	(1,717)		1,719		45,032		—		—		45,034		(45,034)		—
Amortization of stock options, restricted stock, and restricted stock units, net of forfeitures	—		(7)		3,361		—		—		3,354		—		3,354

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		—		4,133		4,133
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		—		(1,020)		(1,020)
Common dividends ($0.90 per share)	—		—		—		—		(133,702)		(133,702)		—		(133,702)
Balance September 30, 2020	$	—	$	151,149	$	5,541,879	$	(148,473)	$	(1,044,743)	$	4,499,812	$	27,281	$	4,527,093

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


	Nine Months Ended September 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	111,507	$	226,800
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of investment in unconsolidated joint ventures	(13,160)		(45,940)
Gain on investment property transactions, net	(13,037)		(90,192)

Depreciation and amortization	214,399		215,980
Amortization and write-off of deferred financing costs and premium on notes payable	(356)		(671)
Equity-classified stock-based compensation expense, net of forfeitures	5,959		4,415
Effect of non-cash adjustments to rental revenues	(27,838)		(41,614)
Income from unconsolidated joint ventures	(5,826)		(6,751)
Operating distributions from unconsolidated joint ventures	9,085		5,940


Changes in other operating assets and liabilities:
Change in receivables and other assets, net	3,178		(715)
Change in operating liabilities, net	14,676		(8,245)
Net cash provided by operating activities	298,587		259,007
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales, net	389,777		435,539
Proceeds from sale of interest in unconsolidated joint ventures, net	67,143		52,815
Property acquisition, development, and tenant asset expenditures	(488,243)		(306,102)

Return of capital distributions from unconsolidated joint venture	25,955		—
Contributions to unconsolidated joint ventures	(46,038)		(3,752)


Change in notes receivable and other assets	—		(167)

Net cash provided by (used in) investing activities	(51,406)		178,333
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	329,000		319,500
Repayment of credit facility	(527,400)		(571,000)
Repayment of notes payable	(12,214)		(34,710)

Payment of deferred financing costs	(3,014)		(70)
Contributions from noncontrolling interests	5,017		4,133
Distributions to nonredeemable noncontrolling interests	(1,197)		(1,020)
Common dividends paid	(136,743)		(131,694)
Issuance of term loan	350,000		—
Repayment of term loan	(250,000)		—
Other	—		(1,368)
Net cash used in financing activities	(246,551)		(416,229)
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	630		21,111
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	6,138		17,608
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	6,768	$	38,719

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

(Unaudited)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Cousins Properties Incorporated (“Cousins”), a Georgia corporation, is a self-administered and self-managed real estate investment trust (“REIT”). Cousins conducts substantially all of its operations through Cousins Properties LP ("CPLP"). Cousins owns in excess of 99% of CPLP, and CPLP is consolidated with Cousins for financial reporting purposes. CPLP also owns Cousins TRS Services LLC ("CTRS"), a taxable entity that 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 mixed-use developments in the Sun Belt markets of the United States with a focus on Atlanta, Austin, Charlotte, Phoenix, Tampa, Dallas, and Nashville. Cousins has elected to be taxed as a REIT and intends to, among other things, distribute 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 September 30, 2021, the Company's portfolio of real estate assets consisted of interests in 18.5 million square feet of office space and 620,000 square feet of other 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 September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 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 thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The accounting policies employed are substantially the same as those shown in note 2 to the consolidated financial statements included therein.

For the three and nine months ended September 30, 2021 and 2020, there were no items of other comprehensive income. Therefore, the Company did not present comprehensive income.

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. In the third quarter, the Company transferred the right to purchase a building to a special purpose entity to facilitate a potential Section 1031 exchange under the Internal Revenue Code of 1986, as amended (the "Code"), and the special purpose entity purchased the building and retained the assets acquired therefrom. To realize the tax deferral available under Section 1031, the Company must identify like-kind property to be disposed of within 45 days of the acquisition date and complete the transfer of the title to the to-be-exchanged building within 180 days of the acquisition date. We concluded that Cousins has a controlling financial interest and is, therefore, the primary beneficiary of the venture. The Company consolidates this VIE entity. As of September 30, 2021, this VIE had total assets of $307.1 million and total liabilities of $305.6 million. The liabilities of this VIE eliminate in the Company's consolidated balance sheet.

2. TRANSACTIONS WITH NORFOLK SOUTHERN RAILWAY COMPANY

On March 1, 2019, the Company entered into a series of agreements and executed related transactions with Norfolk Southern Railway Company (“NS”) as follows:

•Sold land to NS for $52.5 million.

•Executed a Development Agreement with NS whereby the Company will receive fees totaling $5 million in consideration for development services for NS’s corporate headquarters that is being constructed on the land sold to NS.

•Executed a Consulting Agreement with NS whereby the Company will receive fees totaling $32 million in consideration for consulting services for NS’s corporate headquarters. The Development Agreement and Consulting Agreement are collectively referred to below as the “Fee Agreements.”

•Purchased a building from NS (“1200 Peachtree”) for $82 million subject to a three-year market rate lease with NS that covers the entire building.

The Company sold the land to NS for $5 million above its carrying amount, which included $37 million of land purchased in 2018, $6.5 million of land purchased in 2019, and $4 million of site preparation work. The Company purchased 1200 Peachtree from NS for an amount it determined to be $10.3 million below the building’s fair value.

The Company determined that all contracts and transactions associated with NS should be combined for accounting purposes, and the amounts exchanged under the combined contracts should be allocated to the various components of the overall transaction at fair value or market value as discussed below. The Company determined that the purchase of 1200 Peachtree should be recorded at fair value of $92.3 million. The Company determined that the lease with NS at the 1200 Peachtree building was at market value under ASC 842. The land sale was accounted for under ASC 610-20, and no gain or loss was recorded on the derecognition of this non-financial asset as the fair value was determined to equal the carrying amount. Consideration related to various services provided to NS, and accounted for under ASC 606, was determined to be $52.3 million and represents the negotiated market value for the services agreed to by the Company and NS in the contracts. This amount included non-cash consideration of the $10.3 million discount on the purchase of 1200 Peachtree as well as cash consideration of $5 million from the land sale contract (difference between fair value and contract amount), $5 million from the Development Agreement, and $32 million from the Consulting Agreement. Since all of the agreements and contracts above were executed for the purpose of delivering and constructing a corporate headquarters for NS and all of the services and deliverables are highly interdependent, the Company determined that the services represent a single performance obligation under ASC 606.

The Company determined that control of the services to be provided is being transferred over time and, thus, the Company must recognize the $52.3 million contract price in revenue as it satisfies the performance obligation. The Company determined that the inputs method of measuring progress of satisfying the performance obligation was the most appropriate method of recognizing revenue for the services component. Therefore, the Company began recognizing revenue in the quarter ended March 31, 2019, and will continue to recognize revenue based upon the time spent by the Company’s employees in providing these services as compared to the total estimated time required to satisfy the performance obligation. During the three months ended September 30, 2021 and 2020, respectively, the Company recognized $2.5 million and $3.7 million in fee income in its consolidated statements of operations related to the services provided to NS. During the nine months ended September 30, 2021 and 2020, respectively, the Company recognized $10.4 million and $11.2 million in fee income in its consolidated statements of operations related to the services provided to NS. As of September 30, 2021 and December 31, 2020 the Company had deferred income of $3.3 million and $5.7 million, respectively, related to NS included in the consolidated balance sheet. Through September 30, 2021, $46.6 million of the $52.3 million contract price for services has been recognized in revenue.

3. REAL ESTATE

Acquisitions

On July 28, 2021, the Company acquired 725 Ponce, a 372,000 square foot office building in Midtown Atlanta, for $300.8 million, including acquisition costs. The Company accounted for this transaction as an acquisition of an asset, and the following table summarizes the allocation of the purchase price of this property (in thousands):


	725 Ponce
Tangible assets:
Operating properties	$	292,946
Tangible assets	292,946

Intangible assets:
In-place leases	12,788
Above market leases	1,770
Intangible assets	14,558

Intangible liabilities:
Above market leases	(6,739)
Intangible liabilities	(6,739)
Total net assets acquired	$	300,765

On September 27, 2021, the Company acquired a 0.15 acre land parcel in Atlanta for a gross purchase price of $3.1 million related to a potential future development in Midtown Atlanta.

On March 12, 2021, the Company acquired a 0.24 acre land parcel in Atlanta for a gross purchase price of $8.0 million that is held in a 95% owned consolidated joint venture.

In May 2020, the Company acquired a 1,550 space parking garage in Charlotte for a gross purchase price of $85.0 million. This property is included in real estate assets on the condensed consolidated balance sheet and in the Company's Charlotte/Other operating segment.

Subsequent to quarter end, on October 1, 2021, the Company acquired Heights Union, a 294,000 square foot office property in Tampa, for a gross purchase price of $144.8 million.

Dispositions

On July 23, 2021, the Company sold One South at the Plaza in Charlotte for a gross sales price of $271.5 million and a gain of $13.1 million.

On July 1, 2021, the Company sold 0.7 acres of land in Phoenix, adjacent to our 100 Mill development, to a hotel developer for $6.4 million. Net proceeds approximated our book value.

On April 7, 2021, the Company sold Burnett Plaza, a one million square foot office building in Fort Worth, for a gross sales price of $137.5 million and recorded a loss of $19,000.

During March 2020, the Company sold Hearst Tower, a 966,000 square foot office building in Charlotte, for a gross purchase price of $455.5 million. The Company recognized a gain of $90.4 million on the sale.

During February 2020, the Company sold Woodcrest, a 386,000 square foot office property in Cherry Hill, New Jersey, for a gross purchase price of $25.3 million. The Company acquired Woodcrest in a merger and did not record any gain or loss on the sale.

Held For Sale Buildings

The Company's Burnett Plaza property in Fort Worth was classified as held for sale as of December 31, 2020 as the result of the Company accepting an offer for the sale of the property in the fourth quarter of 2020. The major classes of assets and liabilities of those properties held for sale were as follows (in thousands):


	December 31, 2020
Real estate assets and other assets held for sale
Operating property, net of accumulated depreciation of $8,123	$	106,864
Notes and accounts receivable	439
Deferred rents receivable	2,480
Intangible assets, net of accumulated amortization of $6,065	15,830
Other assets	133
Total real estate assets and other assets held for sale	$	125,746

Liabilities of real estate assets held for sale
Accounts payable and accrued expenses	$	7,399
Deferred income	44
Intangible liabilities, net of accumulated amortization of $1,205	3,014
Other liabilities	2,149
Total liabilities of real estate assets held for sale	$	12,606

Impairment

The Company tests buildings held for investment for impairment whenever changes in circumstances indicate a building’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 assets for impairments. 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 impaired during any periods presented in the accompanying statements of operations.

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

4. 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 September 30, 2021 and December 31, 2020 (in thousands). The information included in the summary of operations table is for the nine months ended September 30, 2021 and 2020 (in thousands):


	Total Assets				Total Debt				Total Equity (Deficit)				Company’s Investment
SUMMARY OF FINANCIAL POSITION:	2021		2020		2021		2020		2021		2020		2021			2020
Neuhoff Holdings LLC	111,250		—		26,932		—		84,318		—		42,159			—
Austin 300 Colorado Project, LP	173,515		165,586		92,252		86,848		70,167		68,567		38,919			38,488
AMCO 120 WT Holdings, LLC	84,640		85,449		—		—		83,406		84,311		15,450			15,735
HICO Victory Center LP	16,230		16,544		—		—		15,929		15,709		10,709			10,595
715 Ponce Holdings LLC	8,051		—		—		—		8,016		—		4,028			—
DC Charlotte Plaza LLLP	—		173,704		—		—		—		90,648		6			47,941
Carolina Square Holdings LP	113,129		118,616		133,264		77,034		(33,999)		21,888		(15,671)		(1)	12,430
Crawford Long - CPI, LLC	26,450		29,641		64,996		66,423		(40,203)		(38,253)		(19,326)		(1)	(18,289)		(1)
Other	112		1,313		—		—		118		1,316		80			292
	$	533,377	$	590,853	$	317,444	$	230,305	$	187,752	$	244,186	$	76,354		$	107,192


	Total Revenues				Net Income (Loss)				Company's Share of Income (Loss)
SUMMARY OF OPERATIONS:	2021		2020		2021		2020		2021		2020

DC Charlotte Plaza LLLP	15,209		15,476		5,494		5,597		2,549		2,583
Crawford Long - CPI, LLC	9,743		9,784		3,049		2,767		1,412		1,329
Carolina Square Holdings LP	12,478		10,792		1,713		1,936		776		950
Austin 300 Colorado Project, LP	6,388		264		1,600		90		773		45
HICO Victory Center LP	199		241		199		241		111		121
AMCO 120 WT Holdings, LLC	6,385		1,564		234		(2,106)		38		(383)
715 Ponce Holdings LLC	25		—		11		—		7		—

Other	378		6,920		271		3,477		160		2,106
	$	50,805	$	45,041	$	12,571	$	12,002	$	5,826	$	6,751

(1) Negative bases are included in deferred income on the consolidated balance sheets.

On September 30, 2021, the Company sold its 50% owned joint venture interest in DC Charlotte Plaza, LLLP ("DCCP"), which owned a 281,000 square foot office building in Charlotte, to its partner for a gross sales price of $60.8 million. The sale was triggered by the exercise of the partner's purchase option as stipulated in the partnership agreement. The Company recognized a gain of $13.1 million on the sale of its interest in DCCP.

On July 28, 2021, Neuhoff Holdings LLC ("Neuhoff"), a 50-50 joint venture, was formed for the purpose of developing a mixed-use property in Nashville. The Company made an initial contribution of $35.1 million for its interest in the land and development costs incurred to date. In addition to the existing assets of the joint venture, Neuhoff also has rights to adjacent parcels for future development. On September 30, 2021, the joint venture closed on a construction loan with a borrowing capacity up to $312.7 million. The mortgage loan bears interest at the London Interbank Offering Rate ("LIBOR") plus 3.45% and matures on September 30, 2025.

On July 28, 2021, 715 Ponce Holdings LLC ("715 Ponce"), a 50-50 joint venture, was formed for the purpose of developing a property in Midtown Atlanta in the future. The Company made an initial contribution of $4.0 million for its interest in the land held by the joint venture.

In March 2021, Carolina Square Holdings LP ("Carolina Square"), a 50% owned joint venture with NR 123 Franklin LLC ("Northwood Ravin"), issued a non-recourse mortgage note with a principal balance of $135.7 million. Proceeds from the issuance of this mortgage note were used to repay in full its $77.5 million construction loan that was set to mature May 1, 2021 and to make a pro-rata distribution of $26.0 million to each partner. The mortgage loan bears interest at LIBOR plus 1.80% and matures on March 18, 2026.

In March 2020, the Company sold its 50% owned joint venture interest in Charlotte Gateway Village, LLC ("Gateway"), which owned a 1.1 million square foot office building in Charlotte, to its partner for a gross sales price of $52.2 million. The sale was triggered by the exercise of the partner's purchase option, and the proceeds from this sale represent a 17% internal rate of return for the Company on its invested capital, as stipulated in the partnership agreement. The Company recognized a gain of $44.7 million on the sale of its interest in Gateway, net of $188,000 of estimated state income tax.

In February 2020, the Company sold its remaining interest in the Wildwood Associates joint venture, which owned a 6.3 acre parcel of land in Atlanta, to its venture partner for a gross sales price of $900,000. The Company recognized a gain of $1.3 million on the sale of its interest in Wildwood Associates, which included elimination of the remaining negative basis in the joint venture of $520,000.

5. INTANGIBLE ASSETS AND LIABILITIES

At September 30, 2021 and December 31, 2020, intangible assets included the following (in thousands):


	2021		2020
In-place leases, net of accumulated amortization of $144,765 and $212,413 in 2021 and 2020, respectively	$	119,958	$	145,290
Above-market rents, net of accumulated amortization of $25,771 and $33,548 in 2021 and 2020, respectively	19,524		24,960
Below-market ground lease, net of accumulated amortization of $1,380 and $1,173 in 2021 and 2020, respectively	17,033		17,240
Goodwill	1,674		1,674
	$	158,189	$	189,164

At September 30, 2021 and December 31, 2020, intangible liabilities included the following (in thousands):


	2021		2020
Below-market rents, net of accumulated amortization of $55,946 and $73,612 in 2021 and 2020, respectively	$	54,929	$	68,219
Above-market ground lease, net of accumulated amortization of $389 and $354 in 2021 and 2020, respectively	1,592		1,627
	$	56,521	$	69,846

Aggregate net amortization expense related to intangible assets and liabilities for the three and nine months ended September 30, 2021 was $8.2 million and $24.6 million, respectively. Aggregate net amortization expense related to intangible assets and liabilities for the three and nine months ended September 30, 2020 was $10.2 million and $33.7 million, respectively. 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		Above-Market Rents		Below-Market Ground Lease		Below-Market Rents		Above-Market Ground Lease
2021 (three months)	$	9,587	$	1,333	$	69	$	(4,248)	$	(12)
2022	25,871		4,575		276		(10,284)		(46)
2023	21,515		3,748		276		(8,662)		(46)
2024	17,484		2,971		276		(7,942)		(46)
2025	13,722		1,975		276		(7,366)		(46)
Thereafter	31,779		4,922		15,860		(16,427)		(1,396)
	$	119,958	$	19,524	$	17,033	$	(54,929)	$	(1,592)

The carrying amount of goodwill did not change during the three and nine months ended September 30, 2021 and 2020.

6. OTHER ASSETS

Other assets on the consolidated balance sheets as of September 30, 2021 and December 31, 2020 included the following (in thousands):


	2021		2020
Furniture, fixtures and equipment, leasehold improvements, and other deferred costs, net of accumulated depreciation of $18,886 and $32,582 in 2021 and 2020, respectively	$	14,891	$	17,211
Predevelopment costs and earnest money	24,988		17,841
Prepaid expenses and other assets	9,368		6,095
Lease inducements, net of accumulated amortization of $3,678 and $3,316 in 2021 and 2020, respectively	6,347		5,771
Line of credit deferred financing costs, net of accumulated amortization of $5,597 and $4,461 in 2021 and 2020, respectively	1,885		3,021
	$	57,479	$	49,939

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.

7. NOTES PAYABLE

The following table summarizes the terms of notes payable outstanding at September 30, 2021 and December 31, 2020 ($ in thousands):


Description	Interest Rate (1)	Maturity (2)	2021		2020
Unsecured Notes:
Credit Facility, Unsecured	1.13%	2023	$	34,000	$	232,400
Term Loan, Unsecured	1.13%	2024	350,000		—
Term Loan, Unsecured	1.30%	2021	—		250,000
2019 Senior Notes, Unsecured	3.95%	2029	275,000		275,000
2017 Senior Notes, Unsecured	3.91%	2025	250,000		250,000
2019 Senior Notes, Unsecured	3.86%	2028	250,000		250,000
2019 Senior Notes, Unsecured	3.78%	2027	125,000		125,000
2017 Senior Notes, Unsecured	4.09%	2027	100,000		100,000
			1,384,000		1,482,400
Secured Mortgage Notes:
Fifth Third Center	3.37%	2026	134,529		137,057
Terminus 100	5.25%	2023	112,524		114,997
Colorado Tower	3.45%	2026	112,786		114,660
Promenade	4.27%	2022	89,952		92,593
Domain 10 (3)	3.75%	2024	76,874		78,232
Terminus 200	3.79%	2023	73,015		74,354
Legacy Union One	4.24%	2023	66,000		66,000

			665,680		677,893
			$	2,049,680	$	2,160,293

Unamortized premium			4,826		7,574
Unamortized loan costs			(6,907)		(5,148)
Total Notes Payable			$	2,047,599	$	2,162,719

(1) Interest rate as of September 30, 2021.

(2) Weighted average maturity of notes payable outstanding at September 30, 2021 was 4.39 years.

(3) At December 31, 2020, this mortgage note was secured by the Company's 816 Congress property.

Credit Facility

The Company has a $1 billion senior unsecured line of credit (the "Credit Facility") that matures on January 3, 2023. The Credit Facility contains financial covenants that require, among other things, the maintenance of an 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 40%; and an overall leverage ratio of no more than 60%. The Credit Facility also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The amounts outstanding under the Credit Facility may be accelerated upon the occurrence of any events of default. The Company is in compliance with all covenants of the Credit Facility.

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 current LIBOR plus a spread of between 1.05% and 1.45%, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, or the one-month LIBOR plus 1.0% (the "Base Rate"), plus a spread of between 0.10% and 0.45%, based on leverage.

At September 30, 2021, the Credit Facility's spread over LIBOR was 1.05%. 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 $966.0 million at September 30, 2021.

Term Loan

On June 28 2021, the Company entered into an Amended and Restated Term Loan Agreement (the "New Term Loan") that amended the former term loan agreement. Under the New Term Loan, the Company has borrowed $350 million that matures on August 30, 2024 with options to, on up to four successive occasions, extend the maturity date for an additional 180 days. The New Term Loan has financial covenants consistent with those of the Credit Facility. The interest rate applicable to the New 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 Eurodollar Rate Loans plus a spread of between 1.05% and 1.65%, (2) the current LIBOR Daily Floating plus a spread of between 1.05% and 1.65%, or (3) the interest rate applicable to Base Rate Loans plus a spread of between 0.05% and 0.65%. At September 30, 2021, the New Term Loan's spread over LIBOR was 1.05%. The Company is in compliance with all covenants of the New Term Loan.

Prior to June 28, 2021, the Company had a $250 million unsecured term loan (the "Old Term Loan") that was scheduled to mature on December 2, 2021. The Old Term Loan had financial covenants consistent with those of the Credit Facility. The interest rate applicable to the Old Term Loan varied according to the Company’s leverage ratio and could have, at the election of the Company, been determined based on either (1) the current LIBOR plus a spread of between 1.20% and 1.70%, based on leverage or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, or the one-month LIBOR plus 1.00%, plus a spread of between 0.00% and 0.75%, based on leverage.

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 require, among other things, the maintenance of an 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 40%; and an overall leverage ratio of no more than 60%. The senior notes also contain customary representations and warranties and affirmative and negative covenants, as well as customary events of default. The amounts outstanding under the senior notes may be accelerated upon the occurrence of any events of default. The Company is in compliance with all covenants of the unsecured senior notes.

Secured Mortgage Notes

In June of 2021, the Company executed a collateral substitution for the mortgage previously secured by the Company's 816 Congress property in Austin. The mortgage is now secured by the Company's Domain 10 property in Austin. All other terms of the note were unchanged.

On February 3, 2020, the Company prepaid in full, without penalty, the $23.0 million Meridian Mark Plaza mortgage note.

As of September 30, 2021, the Company had $665.7 million outstanding on seven non-recourse mortgage notes. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of $1.2 billion were pledged as security on these mortgage notes payable.

Other Debt Information

At September 30, 2021 and December 31, 2020, the estimated fair value of the Company’s notes payable was $2.2 billion and $2.3 billion, respectively, calculated by discounting the debt's remaining contractual cash flows at estimated rates at which similar loans could have been obtained at September 30, 2021 and December 31, 2020. The estimate of the current market rate, 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 nine months ended September 30, 2021 and 2020, interest expense was recorded as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total interest incurred	$	18,181	$	17,780	$	54,775	$	56,944
Interest capitalized	(1,472)		(2,722)		(4,202)		(11,989)
Total interest expense	$	16,709	$	15,058	$	50,573	$	44,955

8. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of September 30, 2021 and December 31, 2020 included the following (in thousands):


	2021		2020
Ground lease liability	$	58,547	$	58,619
Prepaid rent	32,801		30,479
Security deposits	12,806		13,098
Restricted stock unit liability	6,683		10,613
Other liabilities	4,763		5,294
	$	115,600	$	118,103

9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company had outstanding performance bonds totaling $527,000 at September 30, 2021. As a lessor, the Company had $244.0 million in future obligations under leases to fund tenant improvements and other future construction obligations at September 30, 2021.

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.

Contingencies

Events related to the COVID-19 pandemic and the actions taken to contain it have created substantial uncertainty for all businesses, including the Company. The Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 and September 30, 2020 have been prepared in light of these circumstances without any impairments on held for use long-lived investments or significant valuation adjustments to amounts due from tenants. However, circumstances related to the COVID-19 pandemic may result in recording impairments or material valuation adjustments to amounts due from tenants in future periods.

10. STOCKHOLDERS' EQUITY

In the third quarter of 2021, the Company entered into an Equity Distribution Agreement with six financial institutions known as an at-the-market stock offering program ("ATM program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement 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 equity sale agreements, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock. To date, there have been no material sales under forward equity sale agreements, and the Company has not received proceeds related to the issuance of any shares under the ATM program. To the extent unsettled shares sold under forward equity sale agreements are potentially dilutive at period end under the treasury stock method, the impact of such dilution is disclosed in the calculation included in Note 13.

In the first quarter of 2020, the Company issued 1.7 million shares of common stock in connection with the redemption of 1.7 million limited partnership units in CPLP. Each of the redeemed limited partnership units in CPLP was "paired" with a share of limited voting preferred stock with a par value of $1 per share. The shares of limited voting preferred stock were automatically redeemed by Cousins without consideration when their paired limited partnership unit in CPLP was redeemed. After this redemption, the Company no longer has any preferred stock outstanding.

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 revenue; (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 nine months ended September 30, 2021, the Company recognized rental property revenues of $185.5 million and $552.1 million, respectively, of which $52.3 million and $148.3 million, respectively, represented variable rental revenue. For the three and nine months ended September 30, 2020, the Company recognized rental property revenues of $179.0 million and $543.3 million, respectively, of which $47.1 million and $145.4 million, respectively, represented variable rental revenue.

For the three and nine months ended September 30, 2021, the Company recognized fee and other revenue of $3.2 million and $12.8 million, respectively. For the three and nine months ended September 30, 2020, the Company recognized fee and other revenue of $4.4 million and $13.9 million, respectively.

12. STOCK-BASED COMPENSATION

The Company maintains the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") under which the Company has several types of stock-based compensation — stock options, restricted stock, and restricted stock units ("RSUs"). The Company also maintains the Cousins Properties Incorporated 2009 Incentive Stock Plan (the "2009 Plan") and the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the "RSU Plan"). Since first quarter 2019, there have been no awards made or permitted under the 2009 Plan or RSU Plan.

Employee Awards

The Company's stock compensation expense for the three and nine months ended September 30, 2021 relates to restricted stock and RSUs awarded in 2021, 2020, 2019, and 2018. Stock compensation expense for the three and nine months ended September 30, 2020 relates to restricted stock and RSUs awarded in 2020, 2019, 2018, and 2017. Restricted stock, the 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, 2018, and 2017 RSUs are liability-classified awards (settled in cash) for which the expense fluctuates from period to period dependent, in part, on the Company's stock price. For the three and nine months ended September 30, 2021 and 2020, stock-based compensation expense, net of forfeitures, was recorded as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Equity-classified awards:
Restricted stock	$	682	$	568	$	1,995	$	2,016
Market based RSUs	587		284		1,946		998
Performance based RSUs	203		78		677		340

Total equity-classified award expense, net of forfeitures	1,472		930		4,618		3,354

Liability-classified awards
Market based RSUs	827		503		1,597		942
Performance based RSUs	83		(48)		340		(133)
Time vested RSUs	149		82		522		361
Dividend equivalent units	24		66		76		193
Total liability-classified award expense, net of forfeitures	1,083		603		2,535		1,363
Total stock-based compensation expense, net of forfeitures	$	2,555	$	1,533	$	7,153	$	4,717

Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards, is discussed in note 16 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Grants of Equity-Classified Awards

Under the 2019 Plan, in February 2021 the Company granted three types of equity-classified awards to key employees: (1) RSUs based on the Total Stockholder Return ("TSR") of the Company, as defined in the award documents, relative to that of office peers included in the SNL US Office REIT Index (the "Market-based RSUs"), (2) RSUs based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “Performance-based RSUs”), and (3) restricted stock.

The RSU awards are equity-classified awards to be settled in stock with issuance dependent upon the attainment of required service, market, and performance criteria. For the Market-based RSUs, the Company expenses an estimate of the fair value of the awards on the grant date, calculated using a Monte Carlo valuation at grant date, ratably over the vesting period, adjusting only for forfeitures when they occur. The expense of these Market-based RSUs is not adjusted for the number of awards that actually vest. For the Performance-based RSUs, the Company expenses the awards over the vesting period using the grant date fair market value of the Company's stock on the grant date. The expense is recognized ratably over the vesting period and adjusted each quarter based on the number of shares expected to vest and for forfeitures when they occur. The performance period for the Performance-based RSUs and TSR measurement period for the Market-based RSUs awarded is three years starting on January 1 of the year of issuance and ending on December 31. The ultimate settlement of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the market and performance metrics described above.

The restricted stock vests ratably over three years from the grant date. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period.

The following table summarizes the grants of equity-classified awards made by the Company in February 2021:


			Shares and Targeted Units Granted
Market-based RSUs			101,791
Performance-based RSUs			43,622
Restricted stock			102,262
Director grants			185

The Monte Carlo valuation used to determine the grant date fair value of the equity-classified Market-based RSUs included the following assumptions for those RSUs granted in February 2021:


		Assumptions for RSUs Granted
Volatility	(1)	37.50	%
Risk-free rate	(2)	0.17	%
Stock beta	(3)	1.04	%

(1) Based on historical volatility over three years using daily stock price.

(2) Reflects the yield on three-year Treasury bonds as reported by the Federal Reserve in the H.15 release.

(3) Betas are calculated with up to three years of daily stock price data.

Director Awards

Under the 2019 Plan, in February 2021 the Company issued 185 shares of stock to an independent member of the board of directors reflecting the exercise by a director to receive common stock in lieu of prorated cash compensation for service as committee chair, which vested immediately on the issuance date. In June 2021 the Company also granted 34,727 shares of stock with a grant date value of $1.3 million to independent members of the board of directors for their service as members of the board. These shares vest on the issuance date, and the Company records the related expense over the directors' one year service period.

13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2021 and 2020 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Earnings per Common Share - basic:
Numerator:
Net income	$	54,136	$	28,255	$	111,507	$	226,800
Net income attributable to noncontrolling interests in CPLP from continuing operations	(9)		(5)		(20)		(312)
Net income attributable to other noncontrolling interests	(109)		(135)		(206)		(329)
Net income available to common stockholders	$	54,018	$	28,115	$	111,281	$	226,159

Denominator:
Weighted average common shares - basic	148,688		148,566		148,659		148,181


Net income per common share - basic	$	0.36	$	0.19	$	0.75	$	1.53

Earnings per common share - diluted:
Numerator:
Net income	$	54,136	$	28,255	$	111,507	$	226,800
Net income attributable to other noncontrolling interests	(109)		(135)		(206)		(329)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	54,027	$	28,120	$	111,301	$	226,471

Denominator:
Weighted average common shares - basic	148,688		148,566		148,659		148,181
Add:
Potential dilutive common shares - stock options	—		3		1		5
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price	59		12		58		12
Weighted average units of CPLP convertible into common shares	25		25		25		388
Weighted average common shares - diluted	148,772		148,606		148,743		148,586


Net income per common share - diluted	$	0.36	$	0.19	$	0.75	$	1.52

14. CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION

Supplemental information related to the cash flows, including significant non-cash activity affecting the consolidated statement of cash flows, for the nine months ended September 30, 2021 and 2020 is as follows (in thousands):


	2021		2020
Interest paid	$	61,235	$	56,761
Income taxes paid	155		—
Non-Cash Activity:
Transfer from operating properties and related assets and liabilities to assets and liabilities of real estate assets held for sale	249,365		—
Common stock dividends declared and accrued	46,319		44,569
Transfers from projects under development to operating properties	—		443,932
Transfer from land held and other assets to projects under development	—		29,121
Change in accrued property, acquisition, development, and tenant expenditures	—		35,707

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


	September 30, 2021		December 31, 2020
Cash and cash equivalents	$	5,532	$	4,290
Restricted cash	1,236		1,848
Total cash, cash equivalents, and restricted cash	$	6,768	$	6,138

15. REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting, which classifies operations by property type and geographical area. The segments by property type are Office and Other. Included in the Other property type are apartments, apartment retail, and the College Street Garage. The segments by geographical region are Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and Other. Included in the Other geographical region are properties located in Chapel Hill, Houston, Fort Worth (sold in April 2021), and Cherry Hill, New Jersey (sold in February 2020). These reportable segments represent an aggregation of operating segments reported to the Chief Operating Decision Maker (our Chief Executive Officer) 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 in part based 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/loss on sales of real estate, gain/loss 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 nine months ended September 30, 2021 and 2020 are as follows (in thousands):


Three Months Ended September 30, 2021	Office		Other		Total
Revenues:
Atlanta	$	67,959	$	369	$	68,328
Austin	65,448		—		65,448
Charlotte	17,527		721		18,248
Dallas	4,337		—		4,337
Phoenix	12,847		—		12,847
Tampa	14,444		—		14,444
Other	8,702		1,155		9,857
Total segment revenues	191,264		2,245		193,509
Less: Company's share of rental property revenues from unconsolidated joint ventures	(6,470)		(1,524)		(7,994)
Total rental property revenues	$	184,794	$	721	$	185,515


Three Months Ended September 30, 2020	Office		Other		Total
Revenues:
Atlanta	$	64,742	$	110	$	64,852
Austin	52,008		—		52,008
Charlotte	19,567		803		20,370
Dallas	4,601		—		4,601
Phoenix	12,689		—		12,689
Tampa	13,179		—		13,179
Other	16,354		1,193		17,547
Total segment revenues	183,140		2,106		185,246
Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,920)		(1,302)		(6,222)
Total rental property revenues	$	178,220	$	804	$	179,024


Nine Months Ended September 30, 2021	Office		Other		Total
Revenues:
Atlanta	$	198,461	$	1,039	$	199,500
Austin	183,158		—		183,158
Charlotte	60,578		1,873		62,451
Dallas	13,351		—		13,351
Phoenix	38,067		—		38,067
Tampa	43,180		—		43,180
Other	31,825		3,930		35,755
Total segment revenues	568,620		6,842		575,462
Less: Company's share of rental property revenues from unconsolidated joint ventures	(18,405)		(4,969)		(23,374)
Total rental property revenues	$	550,215	$	1,873	$	552,088


Nine Months Ended September 30, 2020	Office		Other		Total
Revenues:
Atlanta	$	193,117	$	234	$	193,351
Austin	155,009		—		155,009
Charlotte	74,057		1,354		75,411
Dallas	13,559		—		13,559
Phoenix	37,932		—		37,932
Tampa	40,203		—		40,203
Other	46,092		3,631		49,723
Total segment revenues	559,969		5,219		565,188
Less: Company's share of rental property revenues from unconsolidated joint ventures	(18,072)		(3,864)		(21,936)
Total rental property revenues	$	541,897	$	1,355	$	543,252

NOI by reportable segment for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands):


Three Months Ended September 30, 2021	Office		Other		Total
Net Operating Income:
Atlanta	$	44,333	$	180	$	44,513
Austin	38,532		—		38,532
Charlotte	12,491		361		12,852
Dallas	3,424		—		3,424
Phoenix	9,299		—		9,299
Tampa	9,434		—		9,434
Other	5,347		747		6,094
Total Net Operating Income	$	122,860	$	1,288	$	124,148


Three Months Ended September 30, 2020	Office		Other		Total
Net Operating Income:
Atlanta	$	43,399	$	(11)	$	43,388
Austin	31,639		—		31,639
Charlotte	14,086		535		14,621
Dallas	3,688		—		3,688
Phoenix	9,205		—		9,205
Tampa	8,230		—		8,230
Other	8,483		762		9,245
Total Net Operating Income	$	118,730	$	1,286	$	120,016


Nine Months Ended September 30, 2021	Office		Other		Total
Net Operating Income:
Atlanta	$	130,551	$	433	$	130,984
Austin	108,764		—		108,764
Charlotte	43,176		796		43,972
Dallas	10,546		—		10,546
Phoenix	27,252		—		27,252
Tampa	27,755		—		27,755
Other	18,142		2,562		20,704
Total Net Operating Income	$	366,186	$	3,791	$	369,977


Nine Months Ended September 30, 2020	Office		Other		Total
Net Operating Income:
Atlanta	$	129,992	$	(113)	$	129,879
Austin	92,161		—		92,161
Charlotte	50,302		912		51,214
Dallas	10,907		—		10,907
Phoenix	27,920		—		27,920
Tampa	24,372		—		24,372
Other	26,008		2,469		28,477
Total Net Operating Income	$	361,662	$	3,268	$	364,930

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net Operating Income	$	124,148	$	120,016	$	369,977	$	364,930
Net operating income from unconsolidated joint ventures	(5,762)		(4,208)		(15,953)		(14,436)
Fee income	3,094		4,350		12,426		13,772
Termination fee income	1,775		372		2,599		3,755
Other income	123		6		405		169
Reimbursed expenses	(383)		(373)		(1,149)		(1,216)
General and administrative expenses	(7,968)		(5,658)		(22,014)		(19,853)
Interest expense	(16,709)		(15,058)		(50,573)		(44,955)
Depreciation and amortization	(72,073)		(71,498)		(214,399)		(215,980)
Transaction costs	—		—		—		(428)
Other expenses	(421)		(723)		(1,835)		(1,841)
Income from unconsolidated joint ventures	2,128		1,611		5,826		6,751
Gain (loss) on sales of investments in unconsolidated joint ventures	13,121		(59)		13,160		45,940
Gain (loss) on investment property transactions	13,063		(523)		13,037		90,192

Net income	$	54,136	$	28,255	$	111,507	$	226,800

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

Overview of 2021 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, Charlotte, Phoenix, Tampa, Dallas, and Nashville. This strategy is based on a disciplined approach to capital allocation that includes asset acquisitions, selective development projects, and timely dispositions of non-core assets. 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 597,000 square feet of office space. The weighted average net effective rent of these leases, representing base rent less operating expense reimbursements and leasing costs, was $24.06 per square foot. For those office spaces that were under lease within the past year, net effective rent increased 31.6%. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties decreased by 1.4% between the three months ended September 30, 2021 and 2020.

On July 1, 2021, we sold a 0.7 acre land parcel adjacent to our 100 Mill development in Phoenix, to a hotel developer for a gross sales price of $6.4 million. Net proceeds approximated book value.

On July 23, 2021, we sold our One South at the Plaza operating property in Charlotte, for a gross sales price of $271.5 million and an estimated gain of $13.1 million.

On July 28, 2021, we purchased 725 Ponce, a 372,000 square foot office property in Midtown Atlanta, for $300.8 million, including acquisition costs.

On July 28, 2021, we entered into a 50/50 joint venture to develop Neuhoff, a mixed-use project in Nashville, which will include 448,000 square feet of office and retail space as well as 542 multi-family units for an estimated investment of $281.3 million at our share.

On July 28, 2021, we entered into a 50/50 joint venture to own 715 Ponce, a land parcel adjacent to the 725 Ponce property in Midtown Atlanta. Our initial contribution was $4 million.

Subsequent to quarter end, we acquired Heights Union, a 294,000 square foot office property in Tampa, for a gross purchase price of $144.8 million.

On a regular basis we review and, as appropriate, revise our corporate contingency plan, which addresses the steps necessary to respond to an unexpected interruption of business, including the unavailability of our corporate office space. Since March 2020, in accordance with the advice of the CDC due to the threat presented by the ongoing COVID-19 pandemic, our tenants widely adopted remote working for their office employees and the physical occupancy at our buildings decreased accordingly. The rental obligations under our leases have not been materially affected by the COVID-19 pandemic to date, and any requests for rent adjustments are addressed on a case-by-case basis. With the increased availability of vaccines, we have begun to see increases in physical occupancy at our properties, which we expect will continue to result in increased demand for monthly and transient parking. We cannot predict, however, how the COVID-19 pandemic (including the spread of variant strains) may impact our operations in the future.

Although the impact to our business of the COVID-19 pandemic has not been severe to date, the long-term impact of the pandemic on our tenants or prospective tenants and the worldwide economy is uncertain and will depend on the scope, severity, and duration of the pandemic, along with the speed of vaccinations in our markets and a return to the office by our tenants. A prolonged economic downturn resulting from the pandemic could adversely affect many of our tenants or prospective tenants, which could, in turn, adversely impact our business, financial condition, and results of operations.

Results of Operations For The Three and Nine Months Ended September 30, 2021

General

Net income available to common stockholders for the three and nine months ended September 30, 2021 was $54.0 million and $111.3 million, respectively. For the three and nine months ended September 30, 2020 the net income available to common stockholders was $28.1 million and $226.2 million, respectively. We detail below material changes in the components of net income available to common stockholders for the three and nine months ended September 30, 2021 compared to 2020.

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 have been fully operational and owned by us in each of the comparable reporting periods. A fully operational property is one that has achieved 90% economic occupancy or has been substantially complete for at least one year.

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 fee income) 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, 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.

Rental property revenues, rental property operating expenses, and NOI changed between the 2021 and 2020 periods as follows ($ in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Rental Property Revenues
Same Property	$	157,740	$	158,189	$	(449)	(0.3)	%	$	474,157	$	471,820	$	2,337	0.5	%
Non-Same Property	26,000		20,463		5,537		27.1	%	75,332		67,677		7,655		11.3	%
Termination Fee Income	1,775		372		1,403		377.2	%	2,599		3,755		(1,156)		(30.8)	%
Total Rental Property Revenues	$	185,515	$	179,024	$	6,491	3.6	%	$	552,088	$	543,252	$	8,836	1.6	%

Rental Property Operating Expenses
Same Property	$	56,455	$	55,382	$	1,073	1.9	%	$	169,117	$	164,598	$	4,519	2.7	%
Non-Same Property	8,899		7,462		1,437		19.3	%	26,348		26,222		126		0.5	%
3344 Peachtree Legal Expense Recovery	—		—		—		—	%	—		(1,817)		1,817		(100.0)	%
Total Rental Property Operating Expenses	$	65,354	$	62,844	$	2,510	4.0	%	$	195,465	$	189,003	$	6,462	3.4	%

Net Operating Income
Same Property NOI	$	101,285	$	102,807	$	(1,522)	(1.4)	%	$	305,040	$	307,222	$	(2,182)	(0.7)	%
Non-Same Property NOI	17,101		13,001		4,100		31.5	%	48,984		41,455		7,529		18.2	%
3344 Peachtree Legal Expense Recovery	—		—		—		—	%	—		1,817		(1,817)		(100.0)	%
Total NOI	$	118,386	$	115,808	$	2,578	2.2	%	$	354,024	$	350,494	$	3,530	1.0	%

Same Property operating expenses have been adjusted to remove a $1.8 million one-time credit for construction-related legal expenses that were recovered through settlement during the nine months ended September 30, 2020. Same Property operating expenses, after this adjustment, increased for both the three and nine month periods primarily due to an increase in real estate taxes and an increase in operating expenses related to higher physical occupancy at our properties.

Non-Same Property revenue, expenses, and NOI increased for both the three and nine month periods primarily as a result of completed development and commencement of operations at Domain 10, Domain 11, Domain 12, 10000 Avalon, and 120 West Trinity and the addition of RailYard in November 2020 and 725 Ponce in July 2021, partially offset by the sales of Hearst Tower and Woodcrest in the first quarter of 2020, the sale of Burnett Plaza in the second quarter of 2021, and the sale of One South at the Plaza in the third quarter of 2021.

General and Administrative Expenses

General and administrative expenses increased $2.3 million or 40.8% for the three months ended September 30, 2021 and $2.2 million or 10.9% for the nine months ended September 30, 2021 compared to the same periods in the prior year. This increase is primarily driven by changes in stock compensation expense.

Interest Expense

Interest expense, net of amounts capitalized, increased $1.7 million or 11.0% and $5.6 million or 12.5% for three and nine months ended September 30, 2021, respectively, compared to the same periods in the prior year. This increase is primarily due to a decrease in interest capitalized in 2021 as a result of the start of preliminary operational activity for projects completing development in the second and third quarters of 2021 and an increase in interest related to the increased borrowings from the amended and restated Term Loan.

Depreciation and Amortization

Depreciation and amortization changed between the 2021 and 2020 periods as follows ($ in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Depreciation and Amortization
Same Property	$	62,758	$	60,584	$	2,174	3.6	%	$	185,309	$	185,691	$	(382)	(0.2)	%
Non-Same Property	9,159		10,760		(1,601)		(14.9)	%	28,619		29,755		(1,136)		(3.8)	%
Non-Real Estate Assets	156		154		2		1.3	%	471		534		(63)		(11.8)	%
Total Depreciation and Amortization	$	72,073	$	71,498	$	575	0.8	%	$	214,399	$	215,980	$	(1,581)	(0.7)	%

Depreciation and amortization of Non-Same Property decreased between the three and nine month periods primarily as a result of the sale of Burnett Plaza in April 2021 and the sale of One South at the Plaza in July 2021, partially offset by the completed development and commencement of depreciation at Domain 10, Domain 12, and 10000 Avalon and the addition of RailYard in November 2020 and 725 Ponce in July of 2021.

Income from Unconsolidated Joint Ventures

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


	Three Months Ended September 30,								Nine Months Ended September 30,
	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Net operating income	$	5,762	$	4,208	$	1,554	36.9	%	$	15,953	$	14,436	$	1,517	10.5	%
Termination fee income	74		5		69		1,380.0	%	81		8		73		912.5	%
Other income, net	36		(23)		59		(256.5)	%	92		53		39		73.6	%

Depreciation and amortization	(2,917)		(2,125)		(792)		37.3	%	(8,092)		(6,578)		(1,514)		23.0	%
Interest expense	(804)		(439)		(365)		83.1	%	(2,182)		(1,639)		(543)		33.1	%
Net gain (loss) on sale of investment property	(23)		(15)		(8)		53.3	%	(26)		471		(497)		(105.5)	%
Income from unconsolidated joint ventures	$	2,128	$	1,611	$	517	32.1	%	$	5,826	$	6,751	$	(925)	(13.7)	%

Net operating income from unconsolidated joint ventures and depreciation and amortization increased between the three and nine month periods primarily due to preliminary operations at our 300 Colorado development.

Gain on Sales of Investments in Unconsolidated Joint Ventures

The gain on sales of investments in unconsolidated joint ventures for the three and nine months ended September 2021 includes the sale of our interest in the DC Charlotte Plaza, LLLP ("Dimensional Place") joint venture. The gain on sales of investments in unconsolidated joint ventures for the nine months ended September 30, 2020 includes the sale of our interests in the Wildwood Associates and Gateway Village joint ventures.

Gain (Loss) on Investment Property Transactions

The gain (loss) on investment property transactions for the nine months ended September 30, 2021 and 2020 are primarily due to the sale of One South at the Plaza in July 2021, Burnett Plaza in April 2021, and Hearst Tower in March 2020. The combined sales prices of the Hearst Tower and Woodcrest dispositions in 2020 represented a weighted average capitalization rate of 5.1%. The combined sales price of the Burnett Plaza and One South at the Plaza dispositions in 2021 represented a weighted average capitalization rate of 5.4%. Capitalization rates are calculated by dividing projected NOI by the sales price. Projected NOI, which may include assumptions of future leasing, is based on our latest full calendar year forecast at the time of sale.

Funds From Operations

The table below shows Funds from Operations (“FFO”) and the related reconciliation to 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.

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 nine months ended September 30, 2021 and 2020 (in thousands, except per share information):


	Three Months Ended September 30,
	2021					2020
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	54,018	148,688	$	0.36	$	28,115	148,566	$	0.19
Noncontrolling interest related to unitholders	9		25	—		5		25	—
Conversion of stock options	—		—	—		—		3	—
Conversion of unvested restricted stock units	—		59	—		—		12	—

Net Income — Diluted	54,027		148,772	0.36		28,120		148,606	0.19
Depreciation and amortization of real estate assets:
Consolidated properties	71,918		—	0.49		71,345		—	0.48
Share of unconsolidated joint ventures	2,917		—	0.02		2,125		—	0.02
Partners' share of real estate depreciation	(231)		—	—		(209)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	(13,127)		—	(0.09)		523		—	—
Share of unconsolidated joint ventures	23		—	—		15		—	—
Investments in unconsolidated joint ventures	(13,121)		—	(0.09)		59		—	—

Funds From Operations	$	102,406	148,772	$	0.69	$	101,978	148,606	$	0.69



	Nine Months Ended September 30,
	2021					2020
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	111,281	148,659	$	0.75	$	226,159	148,181	$	1.53
Noncontrolling interest related to unitholders	20		25	—		312		388	(0.01)
Conversion of stock options	—		1	—		—		5	—
Conversion of unvested restricted stock units	—		58	—		—		12	—

Net Income — Diluted	111,301		148,743	0.75		226,471		148,586	1.52
Depreciation and amortization of real estate assets:
Consolidated properties	213,929		—	1.44		215,445		—	1.45
Share of unconsolidated joint ventures	8,092		—	0.05		6,578		—	0.05
Partners' share of real estate depreciation	(670)		—	—		(570)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	(13,101)		—	(0.09)		(90,192)		—	(0.61)
Share of unconsolidated joint ventures	26		—	—		(471)		—	—
Investments in unconsolidated joint ventures	(13,160)		—	(0.09)		(44,603)		—	(0.31)

Funds From Operations	$	306,417	148,743	$	2.06	$	312,658	148,586	$	2.10

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/loss on sales of real estate, and other non-operating items.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	54,136	$	28,255	$	111,507	$	226,800

Fee income	(3,094)		(4,350)		(12,426)		(13,772)
Termination fee income	(1,775)		(372)		(2,599)		(3,755)
Other income	(123)		(6)		(405)		(169)
Reimbursed expenses	383		373		1,149		1,216
General and administrative expenses	7,968		5,658		22,014		19,853
Interest expense	16,709		15,058		50,573		44,955

Depreciation and amortization	72,073		71,498		214,399		215,980
Transaction Costs	—		—		—		428
Other expenses	421		723		1,835		1,841
Income from unconsolidated joint ventures	(2,128)		(1,611)		(5,826)		(6,751)
Loss (gain) on sale of investment in unconsolidated joint ventures	(13,121)		59		(13,160)		(45,940)
Loss (gain) on investment property transactions	(13,063)		523		(13,037)		(90,192)
Net Operating Income	$	118,386	$	115,808	$	354,024	$	350,494

Liquidity and Capital Resources

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

•property and land acquisitions;

•expenditures on development 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.

As of September 30, 2021, we had $34.0 million drawn under the Credit Facility and the ability to borrow the remaining $966.0 million, and $5.5 million of cash and cash equivalents. While we expect to have sufficient liquidity to meet our obligations for the foreseeable future, the COVID-19 pandemic and associated responses could adversely impact our future cash flows and financial condition.

Other Debt Information

In June 2021, we entered into an Amended and Restated Term Loan Agreement (the "New Term Loan") that amended the former term loan agreement. Under the New Term Loan, we have borrowed $350 million that matures on August 30, 2024, with options to, on up to four successive occasions, extend the maturity date for an additional 180 days. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

Our existing mortgage debt is 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 mortgages with proceeds from asset sales, debt, or other capital sources. We are in compliance with all covenants of our existing non-recourse mortgages, Credit Facility, unsecured senior notes, and $350 million unsecured term loan.

81% of our debt bears interest at a fixed rate. Our variable-interest debt instruments, including our Credit Facility and New Term Loan, may use LIBOR as a benchmark for establishing the rate. LIBOR has been the subject of regulatory guidance and proposals for reform, and in July 2017, the United Kingdom's Financial Conduct Authority ("FCA") (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In March 2021, the FCA announced that it now intends to cease the US dollar LIBOR setting on June 30, 2023. These reforms may cause LIBOR to no longer be provided or to perform differently than in the past. Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the establishment of one or more alternative benchmark rates. If LIBOR is no longer widely available, or otherwise at our option, our variable-interest debt instruments, including our Credit Facility and New Term Loan, provide for alternate interest rate calculations.

There can be no assurances as to what alternative interest rates may be and whether such interest rates will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the planned phasing out of US dollar LIBOR after 2023 and work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

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 geographically. 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, depositary shares, or the issuance of CPLP limited partnership units. We have entered into an Equity Distribution Agreement with six financial institutions known as an at-the-market stock offering program ("ATM program"), under which we may offer and sell shares of our common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. During the three months ended September 30, 2021, there were 1,599 common shares sold under the ATM Program under forward sale agreements which are currently expected to settle by December 31, 2021 for proceeds of $62,600, net of $600 of compensation to be paid with respect to such sales. We have not received proceeds related to these sales or issued any shares under the ATM program.

Our business model is dependent upon raising or recycling capital to meet obligations and to fund 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):


	Nine Months Ended September 30,
	2021		2020		Change
Net cash provided by operating activities	$	298,587	$	259,007	$	39,580
Net cash provided by (used in) investing activities	(51,406)		178,333		(229,739)
Net cash used in financing activities	(246,551)		(416,229)		169,678

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 $39.6 million between the 2021 and 2020 nine month periods primarily due to the completed development of, and commencement of operations at, Domain 10, Domain 11, Domain 12, and 10000 Avalon in 2020, and the acquisition of 725 Ponce in July of 2021. These increases were partially offset by the disposition of operations at Hearst Tower and Woodcrest, which were sold in the first quarter of 2020, Burnett Plaza which was sold in April of 2021, and One South at the Plaza which was sold in July of 2021.

Cash Flows from Investing Activities. Cash flows from investing activities decreased $229.7 million between the 2021 and 2020 nine month periods primarily due to the purchase of 725 Ponce in July of 2021 and cash received from the sales of the Hearst Tower and Woodcrest operating properties in 2020, combined with the sales of our interests in the Gateway Village and Wildwood Associates joint ventures in 2020. These decreases were partially offset by the capital distribution made by the Carolina Square Holdings LP joint venture and cash received from the 2021 sales of Burnett Plaza, One South at the Plaza, and our interest in the Dimensional Place joint venture.

Cash Flows from Financing Activities. Cash flows used in financing activities decreased $169.7 million between the 2021 and 2020 nine month periods primarily due to higher net repayments of debt from proceeds of sales of Hearst Tower and Gateway in 2020, compared to net repayments of debt from proceeds from the sales of Burnett Plaza and One South at the Plaza that were partially offset with the acquisition of 725 Ponce and our investment in Neuhoff.

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 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. Amounts accrued are removed from the table below (accrued capital adjustment) to show the components of these costs on a cash basis. Components of costs included in this line item for the nine months ended September 30, 2021 and 2020 are as follows (in thousands):


	Nine Months Ended September 30,
	2021		2020
Acquisition of property	$	299,347	$	95,985
Operating — leasing costs	60,639		65,878
Development	62,383		37,142
Operating — building improvements	37,330		48,639
Purchase of land held for investment	11,352		6,092
Capitalized personnel costs	5,332		4,670
Capitalized interest	4,202		11,989
Change in accrued capital expenditures	7,658		35,707
Total property acquisition, development, and tenant asset expenditures	$	488,243	$	306,102

Capital expenditures increased $182.1 million between the 2021 and 2020 periods primarily due to the acquisition of 725 Ponce in the third quarter of 2021.

The amounts of tenant improvement and leasing costs for our office portfolio on a per square foot basis for the three months ended September 30, 2021 and 2020 were as follows:


	2021	2020
New leases	$11.83	$10.03
Renewal leases	$6.61	$3.87
Expansion leases	$11.48	$5.05

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 $136.7 million and $131.7 million in the nine months ended September 30, 2021 and 2020, 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 8 of our 2020 Annual Report on Form 10-K and note 4 of this Form 10-Q. 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 September 30, 2021, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of $317.4 million. These loans are generally mortgage or construction loans, which are non-recourse to us. In addition, in certain

instances, we 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, 2020.

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 September 30, 2021 compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

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 to the unaudited condensed consolidated financial statements set forth in this Form 10-Q.

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, 2020. 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 16 of our Annual Report on Form 10-K, and note 12 to the unaudited condensed consolidated financial statements set forth in this Form 10-Q. We did not make any sales of unregistered securities or purchase any common shares during the third quarter of 2021.

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.















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.

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: October 28, 2021

Cousins Properties - 10-Q quarterly report FY2021 Q3

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			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 EQUITY			5
CONSOLIDATED STATEMENTS OF CASH FLOWS			7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33

PART II. OTHER INFORMATION			34
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 6. Exhibits			35
SIGNATURES			36