EX-99.1 2 a8-kpressreleaseex9911q17.htm EXHIBIT 99.1 Exhibit


                                    
cousinslogoa10.jpg

Earnings Release
CONTACT:            
Gregg D. Adzema
 
Marli Quesinberry
Executive Vice President and
 
Vice President, Investor Relations and
Chief Financial Officer
 
Corporate Communications
(404) 407-1116
 
(404) 407-1898
greggadzema@cousinsproperties.com
 
marliquesinberry@cousinsproperties.com
COUSINS PROPERTIES REPORTS FIRST QUARTER 2017 RESULTS
Highlights
Net income available to common stockholders for the first quarter was $0.01 per share, $0.02 per share before transaction costs.
Funds From Operations for the first quarter were $0.16 per share, $0.17 per share before transaction costs.
Same property net operating income on a cash basis increased 5.4% during the first quarter.
Second generation net rent per square foot on a cash basis increased 3.3% during the first quarter.
Leased or renewed 570,744 square feet of office space during the first quarter.
Completed an issuance of 63.6 million shares of common stock during the first quarter, consisting of 25.0 million newly issued shares and 38.6 million shares owned by existing stockholders, resulting in gross proceeds to the Company of $212.9 million.
Acquired the remaining 25.4% interest in 111 West Rio, a 225,000 square foot office building in Tempe, Arizona, for a purchase price of $19.6 million during the first quarter.
Subsequent to quarter end, the Company closed a $350 million private placement of senior unsecured debt, which will be drawn in two tranches. The first tranche of $100 million was drawn in April 2017, has a 10-year maturity and a fixed rate of 4.09%. The second tranche of $250 million will be drawn in July 2017, will have an 8-year maturity and a fixed rate of 3.91%.
ATLANTA (April 27, 2017) - Cousins Properties Incorporated (NYSE:CUZ) today reported its results of operations for the quarter ended March 31, 2017.
"We’re off to an outstanding start in 2017 with robust leasing activity and strong year-over-year NOI growth in both our same property pool and across our entire portfolio,” said Larry Gellerstedt, president and chief executive officer of Cousins. “We also raised over $560 million in new capital during the first four months of 2017, fortifying our balance sheet and positioning us to take advantage of opportunities as they arise.”
Financial Results
Net income available to common stockholders was $4.8 million, or $0.01 per share, for the first quarter of 2017, compared with $22.8 million, or $0.11 per share, for the first quarter of 2016.
Funds From Operations ("FFO") was $67.0 million, or $0.16 per share, for the first quarter of 2017, compared with $43.5 million, or $0.21 per share, for the first quarter of 2016.
During the first quarter of 2017, the Company recorded $1.9 million of transaction costs associated with the merger with Parkway Properties, Inc. and spin-off of Parkway, Inc. Net income available to common stockholders excluding transaction costs was $6.7 million, or $0.02 per share, for the first quarter of 2017. FFO excluding transaction costs was $69.0 million, or $0.17 per share, for the first quarter of 2017.
2017 FFO Guidance
Based on first quarter 2017 results, the Company has raised and narrowed its full year 2017 FFO guidance. For the year ending December 31, 2017, the Company now expects to report FFO in the range of $0.58 to $0.63 per share compared to the previous range of $0.56 to $0.62 per share. The Company has also initiated full year 2017 net income guidance in the range of $0.41 to $0.49 per share for the year ending December 31, 2017.





 
The Company leaves unchanged previously provided components of its full year 2017 FFO guidance, except for the following updates:
Fee and other income of $15 million to $17 million, up from the previous range of $9 million to $11 million, due to the $6 million of termination fees recorded during the first quarter. Guidance does not include any additional termination fees in 2017.
One development project, 120 West Trinity, started during the first quarter. Guidance does not include any additional development starts in 2017.
Disposition activity of $300 million to $325 million, before transaction costs and debt payments, down from the previous range of $450 million to $550 million, primarily due to the common equity issuance completed during the first quarter.
GAAP straight-lined rental income of $29 million to $31 million, up from the previous range of $28 million to $30 million.
A reconciliation of projected net income per share to projected FFO per share is provided as follows:
 
Full Year 2017 Range
 
Low
 
High
Net income per share
$
0.41

 
$
0.49

Add: Real estate depreciation and amortization
0.50

 
0.53

Less: Gain on sale of real estate assets
(0.33
)
 
(0.39
)
Funds From Operations per share
$
0.58

 
$
0.63

This guidance is provided for information purposes based on current plans and assumptions and is subject to change.
Investor Conference Call and Webcast
The Company will conduct a conference call at 11:00 a.m. (Eastern Time) on Friday, April 28, 2017, to discuss the results of the quarter ended March 31, 2017. The number to call for this interactive teleconference is (877) 247-1056.
A replay of the conference call will be available for 7 days by dialing (877) 344-7529 and entering the passcode 10103802. The replay can be accessed on the Company's website, www.cousinsproperties.com, through the “Cousins Properties Incorporated First Quarter 2017 Conference Call” link on the Investor Relations page.
A copy of Cousins Properties' first quarter 2017 Supplemental Information can be found in the Investor Relations section of the Company's website at www.cousinsproperties.com. The information in this update is for informational purposes based on current plans and assumptions and is subject to change. The Company undertakes no obligation to update this information.
Acting through its operating partnership Cousins Properties, LP, Cousins Properties is a leading fully-integrated real estate investment trust (REIT) with extensive experience in development, acquisition, financing, management, and leasing. Based in Atlanta, the Company actively invests in top-tier urban office assets and opportunistic mixed-use properties in Sunbelt markets.
Certain matters contained in this press release are "non-GAAP financial measures." The condensed consolidated statements of operations, condensed consolidated balance sheets, a schedule entitled Funds From Operations, which reconciles net income to FFO, and a schedule entitled Same Property Information, which reconciles cash basis same property net operating income to net income, are attached to this press release. The change in second generation net rent per square foot on a cash basis represents the aggregate net rent (base rent less operating expense reimbursements and leasing costs) paid by prior tenants compared to the aggregate net rent paid by current tenants for spaces that have been re-leased in the office portfolio. Second generation leases exclude leases executed for spaces that were vacant upon acquisition, new leases in a development property, and leases for spaces that have been vacant for one year or more. More detailed information on net income and FFO is included in the “Net Income and Funds From Operations - Supplemental Detail” schedule, which is included along with other supplemental information in the Company’s Current Report on Form 8-K, which the Company is furnishing to the Securities and Exchange Commission (“SEC”), and which can be viewed through the “Supplemental Information” and “SEC Filings” links on the “Investor Information & Filings” link of the Investor Relations page of the Company’s website at www.cousinsproperties.com. This information may also be obtained by calling the Company’s Investor Relations Department at (404) 407-1898.
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, 2016 and in the Quarterly Report on Form 10-Q for the three months ended March 31, 2017. These forward-looking





statements include information about possible or assumed future results of the business and our 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, our business and financial strategy; our ability to obtain future financing; future acquisitions and dispositions of operating assets; future acquisitions of land; future development and redevelopment opportunities; future dispositions of land and other non-core assets; future repurchases of common stock; projected operating results; market and industry trends; future distributions; projected capital expenditures; interest rates; the impact of the transactions involving the Company, Parkway Properties Inc. ("Parkway"), and Parkway, Inc. ("New Parkway"); future financial and operating results, plans, objectives, expectations, and intentions; all statements that address operating performance, events, or developments that management expects or anticipates will occur in the future — including statements relating to creating value for stockholders; impact of the transactions with Parkway and New Parkway on tenants, employees, stockholders, and other constituents of the combined companies; and integrating Parkway with us.
Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the availability and terms of capital; the ability to refinance or repay indebtedness as it matures; the failure of purchase, sale, or other contracts to ultimately close; the failure to achieve anticipated benefits from acquisitions, investments or dispositions; the potential dilutive effect of common stock or operating partnership unit issuances; the failure to achieve benefits from the repurchase of common stock; the availability of buyers and adequate pricing with respect to the disposition of assets; risks and uncertainties related to national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate, particularly in Atlanta, Charlotte, and Austin where we have high concentrations of our annualized lease revenue; changes to our strategy with regard to land and other non-core holdings that may require impairment losses to be recognized; leasing risks, including the ability to obtain new tenants or renew expiring tenants, and the ability to lease newly developed and/or recently acquired space, and the risk of declining leasing rates; the adverse change in the financial condition of one or more of our major tenants; volatility in interest rates and insurance rates; the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk); 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 to meet regulatory requirements; risks associated with litigation resulting from the transactions with Parkway and from liabilities or contingent liabilities assumed in the transactions with Parkway; risks associated with any errors or omissions in financial or other information of Parkway that has been previously provided to the public; the ability to successfully integrate our operations and employees in connection with the transactions with Parkway and New Parkway; the ability to realize anticipated benefits and synergies of the transactions with Parkway and New Parkway; potential changes to state, local, or federal regulations applicable to our business; material changes in the dividend rates on securities 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; significant costs related to uninsured losses, condemnation, or environmental issues; and those additional risks and factors discussed in reports filed with the SEC by the Company.
The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, we can give no assurance that such plans, intentions, or expectations will be achieved. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise, except as required under U.S. federal securities laws.






COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
 
Three Months Ended March 31,
 
2017
 
2016
Revenues:
 
 
 
Rental property revenues
$
112,517

 
$
45,353

Fee income
1,936

 
2,199

Other
5,426

 
390

 
119,879

 
47,942

Costs and expenses:
 
 
 
Rental property operating expenses
41,526

 
17,804

Reimbursed expenses
865

 
870

General and administrative expenses
6,182

 
8,243

Interest expense
9,741

 
5,439

Depreciation and amortization
54,884

 
16,541

Acquisition and transaction costs
1,930

 
19

Other
404

 
355

 
115,532

 
49,271

Income (loss) from continuing operations before unconsolidated joint ventures and gain (loss) on sale of investment properties
4,347

 
(1,329
)
Income from unconsolidated joint ventures
581

 
1,834

Income from continuing operations before gain (loss) on sale of investment properties
4,928

 
505

Gain (loss) on sale of investment properties
(70
)
 
14,190

Income from continuing operations
4,858

 
14,695

Income from discontinued operations

 
8,101

Net income
4,858

 
22,796

Net income attributable to noncontrolling interests
(107
)
 

Net income available to common stockholders
$
4,751

 
$
22,796

Per common share information — basic:
 
 
 
Income from continuing operations for common stockholders
$
0.01

 
$
0.07

Income from discontinued operations for common stockholders

 
0.04

Net income available to common stockholders
$
0.01

 
$
0.11

Per common share information — diluted:
 
 
 
Income from continuing operations for common stockholders
$
0.01

 
$
0.07

Income from discontinued operations for common stockholders

 
0.04

Net income available to common stockholders
$
0.01

 
$
0.11

Weighted average shares — basic
402,781

 
210,904

Weighted average shares — diluted
411,186

 
210,974







COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
FUNDS FROM OPERATIONS
(unaudited; in thousands, except per share amounts)

 
Three Months Ended March 31,
 
2017
 
2016
Net Income Available to Common Stockholders
$
4,751

 
$
22,796

Depreciation and amortization of real estate assets:
 
 
 
Consolidated properties
54,433

 
16,164

Discontinued properties

 
15,428

Share of unconsolidated joint ventures
4,195

 
3,259

(Gain) loss on sale of depreciated properties:
 
 
 
Consolidated properties
18

 
(14,190
)
Share of unconsolidated joint ventures
3,539

 

     Non-controlling interest related to unit holders
101

 

Funds From Operations
67,037

 
43,457

Transaction Costs
1,930

 

Funds From Operations before Transaction Costs
$
68,967

 
$
43,457

Per Common Share — Diluted:
 
 
 
Funds from Operations
$
0.16

 
$
0.21

Funds From Operations before Transaction Costs
$
0.17

 
$
0.21

Weighted Average Shares — Diluted
411,186

 
210,974


The table above shows Funds From Operations Available to Common Stockholders (“FFO”) and the related reconciliation to Net Income Available to Common Stockholders for Cousins Properties Incorporated and Subsidiaries. The Company calculated FFO in accordance with the National Association of Real Estate Investment Trusts' ("NAREIT") definition, which is net income (loss) available to common stockholders (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of depreciable property, plus depreciation and amortization of real estate assets, impairment losses on depreciable investment property 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 an equity 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. Management believes that 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, the Company uses FFO along with other measures, to assess performance in connection with evaluating and granting incentive compensation to its officers and other key employees.
Management believes that net income available to common stockholders before Parkway transaction costs and FFO before Parkway transaction costs provides analysts and investors with appropriate information related to its core operations and for the comparability of the results of its operations with other real estate companies.
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS BEFORE TRANSACTION COSTS
(unaudited; in thousands)
 
Three Months Ended March 31,
 
2017
 
2016
Net Income Available to Common Stockholders
$
4,751

 
$
22,796

Transaction Costs
1,930

 

Net Income Available to Common Stockholders before Transaction Costs
$
6,681

 
$
22,796

Per Common Share — Diluted:
 
 
 
Net Income Available to Common Stockholders before Transaction Costs
$
0.02

 
$
0.11

Weighted Average Shares — Diluted
411,186

 
210,974






COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

 
March 31, 2017
 
December 31, 2016
 
(unaudited)
 
 
Assets:
 
 
 
Real estate assets:
 
 
 
Operating properties, net of accumulated depreciation of $181,928 and $215,856 in 2017 and 2016, respectively
$
3,437,591

 
$
3,432,522

Projects under development
203,509

 
162,387

Land
4,221

 
4,221

 
3,645,321

 
3,599,130

Real estate assets and other assets held for sale, net of accumulated depreciation and amortization of $73,525 in 2017
44,653

 

Cash and cash equivalents
35,755

 
35,687

Restricted cash
13,485

 
15,634

Notes and accounts receivable, net of allowance for doubtful accounts of $1,410 and $1,167 in 2017 and 2016, respectively
25,426

 
27,683

Deferred rents receivable
39,833

 
39,464

Investment in unconsolidated joint ventures
128,589

 
179,397

Intangible assets, net of accumulated amortization of $70,588 and $53,483 in 2017 and 2016, respectively
240,770

 
245,529

Other assets
32,457

 
29,083

Total assets
$
4,206,289

 
$
4,171,607

Liabilities:
 
 
 
Notes payable
$
1,113,766

 
$
1,380,920

Liabilities of real estate assets held for sale
130,691

 

Accounts payable and accrued expenses
119,803

 
109,278

Deferred income
35,401

 
33,304

Intangible liabilities, net of accumulated amortization of $16,904 and $12,227 in 2017 and 2016, respectively
85,105

 
89,781

Other liabilities
39,007

 
44,084

Total liabilities
1,523,773

 
1,657,367

Commitments and contingencies


 


Equity:
 
 
 
Stockholders' investment:
 
 
 
Preferred stock, $1 par value, 20,000,000 shares authorized, 6,867,357 shares issued and outstanding in 2017 and 2016
6,867

 
6,867

Common stock, $1 par value, 700,000,000 shares authorized, 429,225,700 and 403,746,938 shares issued in 2017 and 2016, respectively
429,226

 
403,747

Additional paid-in capital
3,595,581

 
3,407,430

Treasury stock at cost, 10,329,082 shares in 2017 and 2016
(148,373
)
 
(148,373
)
Distributions in excess of cumulative net income
(1,257,697
)
 
(1,214,114
)
Total stockholders' investment
2,625,604

 
2,455,557

Nonredeemable noncontrolling interests
56,912

 
58,683

Total equity
2,682,516

 
2,514,240

Total liabilities and equity
$
4,206,289

 
$
4,171,607







COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
SAME PROPERTY INFORMATION
(unaudited; in thousands)
 
Three Months Ended March 31,
 
2017
 
2016
Net income
$
4,858

 
$
22,796

Net operating income from unconsolidated joint ventures
9,176

 
6,646

Net operating income from discontinued operations

 
25,318

Fee income
(1,936
)
 
(2,199
)
Other income
(5,426
)
 
(390
)
Reimbursed expenses
865

 
870

General and administrative expenses
6,182

 
8,243

Interest expense
9,741

 
5,439

Depreciation and amortization
54,884

 
16,541

Acquisition and transaction costs
1,930

 
19

Other expenses
404

 
355

Income from unconsolidated joint ventures
(581
)
 
(1,834
)
Gain (loss) on sale of investment properties
70

 
(14,190
)
Income from discontinued operations

 
(8,101
)
Net Operating Income
$
80,167

 
$
59,513

 
 
 
 
Net Operating Income
 
 
 
Same Property
$
26,146

 
$
24,786

Non-Same Property
54,021

 
34,727


$
80,167

 
$
59,513

 
 
 
 
Non-Cash Items
 
 
 
Straight-line rent
$
9,608

 
$
3,595

Non-cash income
2,227

 
2,130

Non-cash expense
(283
)
 
(444
)
 
$
11,552

 
$
5,281

Cash Basis Net Operating Income
 
 
 
 Same Property
$
23,731

 
$
22,514

 Non-Same Property
44,884

 
31,718

 
$
68,615

 
$
54,232


This schedule shows Same Property Net Operating Income and Cash Basis Same Property Net Operating Income and the related reconciliation to net income. Net Operating Income and Cash Basis Net Operating Income are used by industry analysts, investors, and Company management to measure operating performance of the Company's properties. Net Operating Income, which is consolidated rental property revenues less consolidated rental property operating expenses plus the Company's share of net operating income from unconsolidated joint ventures and net operating income from discontinued operations, 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, depreciation, and amortization expenses, while included in FFO and net income, do not affect the operating performance of a real estate asset. As a result, management uses only those operating income and expense items that are incurred at the property level to evaluate a property's performance. Net operating income from unconsolidated joint ventures, which joint ventures the Company does not control, is derived from the rental property revenues and rental property operating expenses at the joint ventures multiplied by the Company's ownership percentage in the joint ventures. Same Property Net Operating Income includes those office properties that have been fully operational in each of the comparable reporting periods. A fully operational property is one that has achieved 90% economic occupancy or has been substantially complete and owned by the Company for each of the two periods presented. Cash Basis Same Property Net Operating Income represents Net Operating Income excluding straight-line rents, amortization of lease inducements, and amortization of acquired above and below market rents. Same Property Net Operating Income and Cash Basis Same Property Net Operating Income allow analysts, investors, and management to analyze continuing operations and evaluate the growth trend of the Company's portfolio.