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~~June 30, ~~2021~~2022


☐						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~~July 22, 2022
Common Stock, $1 par value per share						~~148,688,036~~151,434,281 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,~~2021, and as itemized herein. These forward-looking statements include information about the Company's possible or assumed future results of the business and the Company's financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as:

•guidance and underlying assumptions;

•business and financial strategy;

•future debt financings;

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

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

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

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

•future distributions;

•projected capital expenditures;

•market and industry trends;

•entry into new markets 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, which 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;

•inflation and continuing increases in the inflation rate;

•competition from other developers or investors;

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

•cyber security breaches;

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

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

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

•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;~~general; and

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

The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although 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			June 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Assets:	Assets:					Assets:
Real estate assets:	Real estate 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
Operating properties, net of accumulated depreciation of $971,023 and $874,988 in 2022 and 2021, respectively						Operating properties, net of accumulated depreciation of $971,023 and $874,988 in 2022 and 2021, respectively	$	6,630,212	$	6,506,910
Projects under development	Projects under development	136,123		57,389		Projects under development	90,622		174,803
Land	Land	150,766		162,406		Land	157,680		157,681
		6,478,094		6,452,341			6,878,514		6,839,394

Real estate assets and other assets held for sale, net		—		125,746

Cash and cash equivalents	Cash and cash equivalents	5,532		4,290		Cash and cash equivalents	4,057		8,937
Restricted cash	Restricted cash	1,236		1,848		Restricted cash	1,231		1,231
Accounts receivable	Accounts receivable	13,205		20,248		Accounts receivable	9,688		12,553
Deferred rents receivable	Deferred rents receivable	152,278		138,341		Deferred rents receivable	166,654		154,866
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	111,351		125,481		Investment in unconsolidated joint ventures	103,215		77,811
Intangible assets, net	Intangible assets, net	158,189		189,164		Intangible assets, net	151,550		168,553
Other assets		57,479		49,939
Other assets, net						Other assets, net	65,215		48,689
Total assets	Total assets	$	6,977,364	$	7,107,398	Total assets	$	7,380,124	$	7,312,034
Liabilities:	Liabilities:					Liabilities:
Notes payable	Notes payable	$	2,047,599	$	2,162,719	Notes payable	$	2,305,637	$	2,237,509
Accounts payable and accrued expenses	Accounts payable and accrued expenses	203,627		186,267		Accounts payable and accrued expenses	208,417		224,523
Deferred income	Deferred income	76,475		62,319		Deferred income	75,226		74,515
Intangible liabilities, net	Intangible liabilities, net	56,521		69,846		Intangible liabilities, net	57,327		63,223
Other liabilities	Other liabilities	115,600		118,103		Other liabilities	100,822		111,864
Liabilities of real estate assets held for sale, net		—		12,606

Total liabilities	Total liabilities	2,499,822		2,611,860		Total liabilities	2,747,429		2,711,634
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Equity:	Equity:					Equity:
Stockholders' investment:	Stockholders' investment:					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
Common stock, $1 par value per share, 300,000,000 shares authorized, 154,024,945 and 151,272,969 shares issued and outstanding in 2022 and 2021, respectively						Common stock, $1 par value per share, 300,000,000 shares authorized, 154,024,945 and 151,272,969 shares issued and outstanding in 2022 and 2021, respectively	154,025		151,273
Additional paid-in capital	Additional paid-in capital	5,547,808		5,542,762		Additional paid-in capital	5,627,133		5,549,308
Treasury stock at cost, 2,584,933 shares in 2021 and 2020		(148,473)		(148,473)
Treasury stock at cost, 2,584,933 shares in 2022 and 2021						Treasury stock at cost, 2,584,933 shares in 2022 and 2021	(148,473)		(148,473)
Distributions in excess of cumulative net income	Distributions in excess of cumulative net income	(1,105,516)		(1,078,304)		Distributions in excess of cumulative net income	(1,020,590)		(985,338)
Total stockholders' investment	Total stockholders' investment	4,445,092		4,467,134		Total stockholders' investment	4,612,095		4,566,770
Nonredeemable noncontrolling interests	Nonredeemable noncontrolling interests	32,450		28,404		Nonredeemable noncontrolling interests	20,600		33,630
Total equity	Total equity	4,477,542		4,495,538		Total equity	4,632,695		4,600,400
Total liabilities and equity	Total liabilities and equity	$	6,977,364	$	7,107,398	Total liabilities and equity	$	7,380,124	$	7,312,034

See accompanying notes.	See accompanying notes.					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					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
Rental property revenues	Rental property revenues	$	185,515	$	179,024	$	552,088	$	543,252	Rental property revenues	$	183,174	$	181,766	$	366,401	$	366,573
Fee income	Fee income	3,094		4,350		12,426		13,772		Fee income	2,305		4,803		3,693		9,332
Other	Other	123		6		405		169		Other	201		68		2,484		282
		188,732		183,380		564,919		557,193			185,680		186,637		372,578		376,187
Expenses:	Expenses:									Expenses:
Rental property operating expenses	Rental property operating expenses	65,354		62,844		195,465		189,003		Rental property operating expenses	62,216		63,716		127,093		130,111
Reimbursed expenses	Reimbursed expenses	383		373		1,149		1,216		Reimbursed expenses	677		398		1,037		766
General and administrative expenses	General and administrative expenses	7,968		5,658		22,014		19,853		General and administrative expenses	6,996		7,313		15,059		14,046
Interest expense	Interest expense	16,709		15,058		50,573		44,955		Interest expense	16,549		16,656		32,074		33,864
Depreciation and amortization	Depreciation and amortization	72,073		71,498		214,399		215,980		Depreciation and amortization	69,861		71,456		140,605		142,326
Transaction costs		—		—		—		428

Other	Other	421		723		1,835		1,841		Other	425		824		646		1,414
		162,908		156,154		485,435		473,276			156,724		160,363		316,514		322,527

Income from unconsolidated joint ventures	Income from unconsolidated joint ventures	2,128		1,611		5,826		6,751		Income from unconsolidated joint ventures	5,280		1,795		6,404		3,698
Gain (loss) on sales of investments in unconsolidated joint ventures		13,121		(59)		13,160		45,940
Gain on sales of investments in unconsolidated joint ventures										Gain on sales of investments in unconsolidated joint ventures	—		—		—		39
Gain (loss) on investment property transactions	Gain (loss) on investment property transactions	13,063		(523)		13,037		90,192		Gain (loss) on investment property transactions	28		(9)		(41)		(26)
Loss on extinguishment of debt										Loss on extinguishment of debt	(100)		—		(100)		—

Net income										Net income	34,164		28,060		62,327		57,371
Net loss (income) attributable to noncontrolling interests										Net loss (income) attributable to noncontrolling interests	(112)		93		(291)		(108)
Net income available to common stockholders										Net income available to common stockholders	$	34,052	$	28,153	$	62,036	$	57,263


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
Net income per common share — basic and diluted										Net income per common share — basic and diluted	$	0.23	$	0.19	$	0.42	$	0.39
Weighted average shares — basic	Weighted average shares — basic	148,688		148,566		148,659		148,181		Weighted average shares — basic	148,837		148,665		148,788		148,644
Weighted average shares — diluted	Weighted average shares — diluted	148,772		148,606		148,743		148,586		Weighted average shares — diluted	149,142		148,740		149,090		148,716

See accompanying notes.	See accompanying notes.									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


Three Months Ended June 30, 2022
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2022	$	151,349	$	5,550,718	$	(148,473)	$	(1,005,951)	$	4,547,643	$	35,002	$	4,582,645
Net income	—		—		—		34,052		34,052		112��		34,164
Common stock issued under the ATM, net of issuance costs	2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock-based compensation	44		1,496		—		—		1,540		—		1,540
Amortization of stock based compensation, net of forfeitures	—		2,082		—		4		2,086		—		2,086
Purchase of interest in consolidated joint venture	—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		1,241		1,241
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(6)		(6)

Common dividends ($0.32 per share)	—		—		—		(48,695)		(48,695)		—		(48,695)
Balance June 30, 2022	$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695

Three Months Ended June 30, 2021
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance March 31, 2021	$	151,240	$	5,543,549	$	(148,473)	$	(1,095,361)	$	4,450,955	$	30,293	$	4,481,248
Net income	—		—		—		28,153		28,153		(93)		28,060
Common stock issued pursuant to stock based compensation	35		1,300		—		—		1,335		—		1,335
Amortization of stock-based compensation, net of forfeitures	(2)		1,487		—		—		1,485		—		1,485

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		1,687		1,687
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(346)		(346)
Common dividends ($0.31 per share)	—		—		—		(46,065)		(46,065)		—		(46,065)
Balance June 30, 2021	$	151,273	$	5,546,336	$	(148,473)	$	(1,113,273)	$	4,435,863	$	31,541	$	4,467,404

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.


Six Months Ended June 30, 2022
	Common Stock		Additional Paid-In Capital		Treasury Stock		Distributions in Excess of Net Income		Stockholders’ Investment		Nonredeemable Noncontrolling Interests		Total Equity
Balance December 31, 2021	$	151,273	$	5,549,308	$	(148,473)	$	(985,338)	$	4,566,770	$	33,630	$	4,600,400
Net income	—		—		—		62,036		62,036		291		62,327
Common stock issued under the ATM, net of issuance costs	2,632		100,475		—		—		103,107		—		103,107
Common stock issued pursuant to stock based compensation	120		490		—		—		610		—		610
Amortization of stock-based compensation, net of forfeitures	—		4,498		—		4		4,502		—		4,502
Purchase of interest in consolidated joint venture	—		(27,638)		—		—		(27,638)		(15,749)		(43,387)
Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		2,520		2,520
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(92)		(92)
Common dividends ($0.64 per share)	—		—		—		(97,292)		(97,292)		—		(97,292)
Balance June 30, 2022	$	154,025	$	5,627,133	$	(148,473)	$	(1,020,590)	$	4,612,095	$	20,600	$	4,632,695

Six Months Ended June 30, 2021
	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	—		—		—		57,263		57,263		108		57,371

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)		3,148		—		—		3,146		—		3,146

Contributions from nonredeemable noncontrolling interests	—		—		—		—		—		3,382		3,382
Distributions to nonredeemable noncontrolling interests	—		—		—		—		—		(353)		(353)
Common dividends ($0.62 per share)	—		—		—		(92,232)		(92,232)		—		(92,232)
Balance June 30, 2021	$	151,273	$	5,546,336	$	(148,473)	$	(1,113,273)	$	4,435,863	$	31,541	$	4,467,404

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	111,507	$	226,800	Net income	$	62,327	$	57,371
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of investment in unconsolidated joint ventures	Gain on sales of investment in unconsolidated joint ventures	(13,160)		(45,940)		Gain on sales of investment in unconsolidated joint ventures	—		(39)
Gain on investment property transactions, net		(13,037)		(90,192)
Loss on investment property transactions						Loss on investment property transactions	41		26

Depreciation and amortization	Depreciation and amortization	214,399		215,980		Depreciation and amortization	140,605		142,326
Amortization and write-off of deferred financing costs and premium on notes payable		(356)		(671)
Amortization of deferred financing costs and premium on notes payable						Amortization of deferred financing costs and premium on notes payable	(130)		(272)
Equity-classified stock-based compensation expense, net of forfeitures	Equity-classified stock-based compensation expense, net of forfeitures	5,959		4,415		Equity-classified stock-based compensation expense, net of forfeitures	5,292		4,487
Effect of non-cash adjustments to rental revenues	Effect of non-cash adjustments to rental revenues	(27,838)		(41,614)		Effect of non-cash adjustments to rental revenues	(17,961)		(18,378)
Income from unconsolidated joint ventures	Income from unconsolidated joint ventures	(5,826)		(6,751)		Income from unconsolidated joint ventures	(6,404)		(3,698)
Operating distributions from unconsolidated joint ventures	Operating distributions from unconsolidated joint ventures	9,085		5,940		Operating distributions from unconsolidated joint ventures	3,161		7,677

Loss on extinguishment of debt						Loss on extinguishment of debt	100		—

Changes in other operating assets and liabilities:	Changes in other operating assets and liabilities:					Changes in other operating assets and liabilities:
Change in receivables and other assets, net	Change in receivables and other assets, net	3,178		(715)		Change in receivables and other assets, net	(2,463)		(3,383)
Change in operating liabilities, net	Change in operating liabilities, net	14,676		(8,245)		Change in operating liabilities, net	(26,879)		(18,427)
Net cash provided by operating activities	Net cash provided by operating activities	298,587		259,007		Net cash provided by operating activities	157,689		167,690
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from investment property sales, net	Proceeds from investment property sales, net	389,777		435,539		Proceeds from investment property sales, net	—		127,023
Proceeds from sale of interest in unconsolidated joint ventures, net	Proceeds from sale of interest in unconsolidated joint ventures, net	67,143		52,815		Proceeds from sale of interest in unconsolidated joint ventures, net	—		43
Property acquisition, development, and tenant asset expenditures	Property acquisition, development, and tenant asset expenditures	(488,243)		(306,102)		Property acquisition, development, and tenant asset expenditures	(172,206)		(116,009)

Return of capital distributions from unconsolidated joint venture	Return of capital distributions from unconsolidated joint venture	25,955		—		Return of capital distributions from unconsolidated joint venture	10,752		25,955
Contributions to unconsolidated joint ventures	Contributions to unconsolidated joint ventures	(46,038)		(3,752)		Contributions to unconsolidated joint ventures	(31,892)		(656)

Change in notes receivable and other assets		—		(167)

Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(51,406)		178,333		Net cash provided by (used in) investing activities	(193,346)		36,356
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility	Proceeds from credit facility	329,000		319,500		Proceeds from credit facility	269,500		192,000
Repayment of credit facility	Repayment of credit facility	(527,400)		(571,000)		Repayment of credit facility	(192,000)		(392,400)
Repayment of notes payable	Repayment of notes payable	(12,214)		(34,710)		Repayment of notes payable	(8,436)		(8,102)

Common stock issued under the ATM						Common stock issued under the ATM	101,668		—
Payment of deferred financing costs	Payment of deferred financing costs	(3,014)		(70)		Payment of deferred financing costs	(5,299)		(3,014)
Contributions from noncontrolling interests		5,017		4,133
Contributions from nonredeemable noncontrolling interests						Contributions from nonredeemable noncontrolling interests	2,520		3,382
Distributions to nonredeemable noncontrolling interests	Distributions to nonredeemable noncontrolling interests	(1,197)		(1,020)		Distributions to nonredeemable noncontrolling interests	(92)		(353)
Common dividends paid	Common dividends paid	(136,743)		(131,694)		Common dividends paid	(93,697)		(90,649)
Purchase of partners' interest in consolidated joint venture						Purchase of partners' interest in consolidated joint venture	(43,387)		—
Issuance of term loan	Issuance of term loan	350,000		—		Issuance of term loan	—		350,000
Repayment of term loan	Repayment of term loan	(250,000)		—		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
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	30,777		(199,136)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH						NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(4,880)		4,910
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	6,138		17,608		CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	10,168		6,138
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	6,768	$	38,719	CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	5,288	$	11,048

See accompanying notes.

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~June 30, ~~2021~~2022

(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 at least 100% of its net taxable income to stockholders, thereby eliminating any liability for federal income taxes under current law. Therefore, the results included herein do not include a federal income tax provision for Cousins. As of ~~September~~June 30, ~~2021,~~2022, the Company's portfolio of real estate assets consisted of interests in ~~18.5~~18.7 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~~June 30, ~~2021~~2022 and the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 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.~~2021. 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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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,~~At June 30, 2022, 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~~no investments or interests in ~~the Company's consolidated balance sheet.~~any VIEs.

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~~receives fees totaling $5$5.0 million in consideration for development services for NS’s corporate headquarters that ~~is being~~has been constructed on the land sold to NS.

•Executed a Consulting Agreement with NS whereby the Company ~~will receive~~receives fees totaling ~~$32~~$32.0 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”~~Promenade Central”) for ~~$82~~$82.0 million subject to a three-year market rate lease with NS that ~~covers~~covered the entire ~~building.~~building and expired December 31, 2021.

The Company sold the land to NS for $5$5.0 million above its carrying amount, which included ~~$37~~$37.0 million of land purchased in 2018, $6.5 million of land purchased in 2019, and $4$4.0 million of site preparation work. The Company purchased ~~1200 Peachtree~~Promenade Central 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~~Promenade Central should be recorded at fair value of $92.3 million. The Company determined that the lease with NS at the ~~1200 Peachtree~~Promenade Central 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~~Promenade Central as well as cash consideration of $5$5.0 million from the land sale contract (difference between fair value and contract amount), $5$5.0 million from the Development Agreement, and ~~$32~~$32.0 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~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, the Company recognized ~~$2.5~~$1.4 million and ~~$3.7~~$4.2 million in fee income in its consolidated statements of operations related to the services provided to NS. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, the Company recognized ~~$10.4~~$2.2 million and ~~$11.2~~$7.9 million in fee income in its consolidated statements of operations related to the services provided to NS. As of ~~September~~June 30, ~~2021 and December 31, 2020~~2022, the Company had no deferred income ~~of $3.3 million and $5.7 million, respectively,~~ related to NS included in the consolidated balance sheet. ~~Through September~~As of December 31, 2021, the Company had deferred income of $1.8 million related to NS included in the consolidated balance sheet. At June 30, ~~2021, $46.6~~2022, $1.0 million ~~of the $52.3 million contract price for services has been~~was remaining to be recognized in ~~revenue.~~revenue related to this performance obligation.

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~~a 95% owned consolidated joint venture acquired a 0.24 acre land parcel in Atlanta for a gross purchase price of $8.0 ~~million that is held~~million.

On April 21, 2022, the Company purchased its partner's 10% joint venture interest in HICO Avalon, LLC and HICO Avalon II, LLC, which consisted of the 8000 and 10000 Avalon office properties. This transaction did not result in a ~~95% owned consolidated joint venture.~~

~~In May 2020,~~change in control and any difference between the ~~Company acquired a 1,550 space parking garage in Charlotte for a gross~~ purchase price of ~~$85.0 million. This property~~$43.4 million, which included a promote to our partner related to increases in fair value in excess of cost, and the $15.7 million book value of the outside partner's non-controlling interest is ~~included~~recorded as additional paid in ~~real estate assets on~~capital in the ~~condensed~~equity section of the Company's consolidated balance ~~sheet~~sheet. The Company's consolidated basis in Avalon's assets 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.~~liabilities was unchanged by this transaction.

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 1 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~~

~~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, by disposal groups, for impairment whenever changes in circumstances indicate a ~~building’s~~disposal group’s carrying value may not be recoverable. The test is conducted using undiscounted cash flows for the shorter of the building’s estimated hold period or its remaining useful life. When testing for recoverability of value of buildings held for investment, projected cash flows are used over its expected hold period. If the expected hold period includes some likelihood of shorter-term hold period from a potential sale, the probability of a sale is layered into the analysis. If any building's ~~held for investment~~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~~held-for-investment buildings were impaired during any periods presented in the accompanying statement of operations while under the ~~held for investment~~held-for-investment classification.

The Company also reviews ~~held for sale~~held-for-sale assets, if any, 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~~held-for-sale buildings impaired during any periods presented in the accompanying statements of operations.

109

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

The Company may record ~~additional~~ impairment charges in future periods if the economy and the office industry weakens, the operating results of individual buildings are materially different from our forecasts, ~~the economy and the office industry weakens,~~ or we shorten our contemplated ~~holding~~hold period for ~~additional~~any operating 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~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (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


SUMMARY OF FINANCIAL POSITION														SUMMARY OF FINANCIAL POSITION
															Total Assets				Total Debt				Total Equity (Deficit)				Company's Investment
		Total Revenues				Net Income (Loss)				Company's Share of Income (Loss)					2022		2021		2022		2021		2022		2021		2022			2021
SUMMARY OF OPERATIONS:		2021		2020		2021		2020		2021		2020
Operating Properties:														Operating Properties:
AMCO 120 WT Holdings, LLC														AMCO 120 WT Holdings, LLC	$	83,357	$	83,546	$	—	$	—	$	81,795	$	82,739	$	15,116		$	15,347
Carolina Square Holdings LP														Carolina Square Holdings LP	109,891		113,011		132,012		132,654		(36,021)		(34,066)		(16,927)		(1)	(15,786)		(1)
Crawford Long - CPI, LLC														Crawford Long - CPI, LLC	25,564		24,709		63,744		64,566		(39,897)		(40,221)		(19,235)		(1)	(19,356)		(1)
Under Development:														Under Development:
Neuhoff Holdings LLC														Neuhoff Holdings LLC	248,003		133,691		43,648		28,390		162,511		93,218		83,805			47,529
Land:														Land:
715 Ponce Holdings LLC														715 Ponce Holdings LLC	8,274		8,150		—		—		8,248		8,150		4,219			4,165
HICO Victory Center LP														HICO Victory Center LP	150		16,421		—		—		150		15,962		75			10,723
Other:														Other:

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	Other	378		6,920		271		3,477		160		2,106		Other	—		518		—		—		—		11		—			47
		$	50,805	$	45,041	$	12,571	$	12,002	$	5,826	$	6,751		$	475,239	$	380,046	$	239,404	$	225,610	$	176,786	$	125,793	$	67,053		$	42,669

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

The information included in the summary of operations table is for the six months ended June 30, 2022 and 2021 (in thousands).


SUMMARY OF OPERATIONS
	Total Revenues				Net Income (Loss)			Company's Income (Loss) from Investment
	2022		2021			2022		2021		2022		2021
Operating Properties:
AMCO 120 WT Holdings, LLC	$	5,160	$	4,140		$	1,397	$	(116)	$	271	$	(29)
Carolina Square Holdings LP	7,860		8,789			722		1,518		304		704
Crawford Long - CPI, LLC	6,480		6,369			2,324		2,028		1,091		935
Under Development:
Neuhoff Holdings LLC	69		—			58		—		29		—
Land:
715 Ponce Holdings LLC	138		—			99		—		49		—
HICO Victory Center LP	72		164			6,853		164		4,557		84
Other:




Other	28		13,946			(12)		4,304		103		2,004
	$	19,807	$	33,408		$	11,441	$	7,898	$	6,404	$	3,698

On ~~September~~June 30, ~~2021, the Company~~2022, HICO Victory Center LP sold ~~its 50% owned~~a 3.0 acre land parcel, in Uptown Dallas, held in an unconsolidated 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~~$23.1 million. The ~~sale was triggered by the exercise~~Company's share of the ~~partner's purchase option as stipulated~~gain from the transaction was $4.5 million and is included in ~~the partnership agreement. The Company recognized a gain of $13.1 million~~income from unconsolidated joint ventures on the ~~sale~~statements 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.operations.

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~~the London Interbank Offered Rate ("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~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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


	2022		2021
In-place leases, net of accumulated amortization of $129,933 and $134,930 in 2022 and 2021, respectively	$	115,148	$	129,538
Below-market ground lease, net of accumulated amortization of $1,660 and $1,449 in 2022 and 2021, respectively	17,593		17,804
Above-market rents, net of accumulated amortization of $24,097 and $25,423 in 2022 and 2021, respectively	17,135		19,537
Goodwill	1,674		1,674
	$	151,550	$	168,553

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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


	2022		2021
Below-market rents, net of accumulated amortization of $48,426 and $55,079 in 2022 and 2021, respectively	$	57,327	$	63,223

Aggregate net amortization expense related to intangible assets and liabilities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$8.2~~$5.5 million and ~~$24.6~~$11.1 million, respectively. Aggregate net amortization expense related to intangible assets and liabilities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$10.2~~$8.3 million and ~~$33.7~~$16.3 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			In-Place Leases		Below-Market Ground Lease		Above-Market Rents		Below-Market Rents
2021 (three months)		$	9,587	$	1,333	$	69	$	(4,248)	$	(12)
2022		25,871		4,575		276		(10,284)		(46)
2022 (six months)												2022 (six months)	$	12,775	$	200	$	2,144	$	(5,116)
2023	2023	21,515		3,748		276		(8,662)		(46)		2023	23,101		400		3,771		(9,629)
2024	2024	17,484		2,971		276		(7,942)		(46)		2024	19,116		400		3,009		(8,908)
2025	2025	13,722		1,975		276		(7,366)		(46)		2025	15,387		400		2,015		(8,347)
2026												2026	12,097		400		1,592		(6,594)
Thereafter	Thereafter	31,779		4,922		15,860		(16,427)		(1,396)		Thereafter	32,672		15,793		4,604		(18,733)
		$	119,958	$	19,524	$	17,033	$	(54,929)	$	(1,592)		$	115,148	$	17,593	$	17,135	$	(57,327)

The carrying amount of goodwill did not change during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

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6. OTHER ASSETS

Other assets on the consolidated balance sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 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


	2022		2021

Predevelopment costs	$	28,595	$	20,677
Furniture, fixtures and equipment and other deferred costs, net of accumulated depreciation of $20,198 and $18,560 in 2022 and 2021, respectively	12,536		13,772
Prepaid expenses and other assets	11,333		6,998
Lease inducements, net of accumulated amortization of $4,399 and $3,721 in 2022 and 2021, respectively	6,851		5,735
Credit Facility deferred financing costs, net of accumulated amortization of $6,734 and $5,976 in 2022 and 2021, respectively	5,900		1,507
	$	65,215	$	48,689

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~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 ($ in thousands):


Description	Description	Interest Rate (1)	Maturity (2)	2021		2020		Description	Interest Rate (1)	Maturity (2)	2022		2021
Unsecured Notes:	Unsecured Notes:							Unsecured Notes:

Term Loan, Unsecured								Term Loan, Unsecured	2.63%	2024	$	350,000	$	350,000
Credit Facility, Unsecured	Credit Facility, Unsecured	1.13%	2023	$	34,000	$	232,400	Credit Facility, Unsecured	2.40%	2027	306,000		228,500
Term Loan, Unsecured		1.13%	2024	350,000		—
Term Loan, Unsecured		1.30%	2021	—		250,000
2019 Senior Notes, Unsecured	2019 Senior Notes, Unsecured	3.95%	2029	275,000		275,000		2019 Senior Notes, Unsecured	3.95%	2029	275,000		275,000
2017 Senior Notes, Unsecured	2017 Senior Notes, Unsecured	3.91%	2025	250,000		250,000		2017 Senior Notes, Unsecured	3.91%	2025	250,000		250,000
2019 Senior Notes, Unsecured	2019 Senior Notes, Unsecured	3.86%	2028	250,000		250,000		2019 Senior Notes, Unsecured	3.86%	2028	250,000		250,000
2019 Senior Notes, Unsecured	2019 Senior Notes, Unsecured	3.78%	2027	125,000		125,000		2019 Senior Notes, Unsecured	3.78%	2027	125,000		125,000
2017 Senior Notes, Unsecured	2017 Senior Notes, Unsecured	4.09%	2027	100,000		100,000		2017 Senior Notes, Unsecured	4.09%	2027	100,000		100,000
				1,384,000		1,482,400					1,656,000		1,578,500
Secured Mortgage Notes:	Secured Mortgage Notes:							Secured Mortgage Notes:
Fifth Third Center	Fifth Third Center	3.37%	2026	134,529		137,057		Fifth Third Center	3.37%	2026	131,934		133,672
Colorado Tower								Colorado Tower	3.45%	2026	110,862		112,150
Terminus 100	Terminus 100	5.25%	2023	112,524		114,997		Terminus 100	5.25%	2023	109,953		111,678
Colorado Tower		3.45%	2026	112,786		114,660
Promenade		4.27%	2022	89,952		92,593
Promenade Tower								Promenade Tower	4.27%	2022	87,224		89,052
Domain 10 ~~(3)~~	Domain 10 ~~(3)~~	3.75%	2024	76,874		78,232		Domain 10 ~~(3)~~	3.75%	2024	75,475		76,412
Terminus 200	Terminus 200	3.79%	2023	73,015		74,354		Terminus 200	3.79%	2023	71,640		72,561
Legacy Union One	Legacy Union One	4.24%	2023	66,000		66,000		Legacy Union One	4.24%	2023	66,000		66,000

				665,680		677,893					653,088		661,525
				$	2,049,680	$	2,160,293				$	2,309,088	$	2,240,025

Unamortized premium	Unamortized premium			4,826		7,574		Unamortized premium			1,995		3,910
Unamortized loan costs	Unamortized loan costs			(6,907)		(5,148)		Unamortized loan costs			(5,446)		(6,426)
Total Notes Payable	Total Notes Payable			$	2,047,599	$	2,162,719	Total Notes Payable			$	2,305,637	$	2,237,509

(1) Interest rate as of ~~September~~June 30, ~~2021.~~2022.

(2) Weighted average maturity of notes payable outstanding at ~~September~~June 30, ~~2021~~2022 was ~~4.39~~3.9 years.

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

1312

Credit Facility

~~The~~Through May 2, 2022, the Company ~~has~~had a $1 billion senior unsecured line of credit (the "Credit Facility") that ~~matures~~was scheduled to mature on January 3, 2023. The Credit Facility ~~contains~~contained financial covenants that ~~require,~~required, 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~~contained 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~~varied according to the Company's leverage ratio and ~~may,~~was, 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. The Company's Credit Facility provided for alternate interest rate calculations based on metrics other than LIBOR, such as the Secured Overnight Financing Rate ("SOFR"), if LIBOR was no longer widely available.

On May 2, 2022, the Company entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which the Company may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date from January 3, 2023, to April 30, 2027, and reducing certain per annum variable interest rate spreads and other fees. The New Facility contains financial covenants consistent with those of the Credit Facility, with the exception of an increase in the secured leverage ratio to no more than 50%.

The interest rate applicable to the New Facility varies according to the Company's leverage ratio and may, at the election of the Company, be determined based on either (1) the Daily or Term SOFR, plus a SOFR adjustment of 0.10% ("Adjusted SOFR") and a spread of between 0.90% and 1.40%, or (2) the greater of Bank of America's prime rate, the federal funds rate plus 0.50%, Term SOFR, plus a SOFR adjustment of 0.10% and 1.00%, or 1.00%, plus a spread of between 0.00% and 0.40%, based on leverage.

At ~~September~~June 30, ~~2021,~~2022, the ~~Credit~~New Facility's spread over ~~LIBOR~~Adjusted SOFR was ~~1.05%~~0.90%. The amount that the Company may draw under the ~~Credit~~New Facility is a defined calculation based on the Company's unencumbered assets and other factors. The total available borrowing capacity under the ~~Credit~~New Facility was ~~$966.0~~$694.0 million at ~~September~~June 30, ~~2021.~~2022. The amounts outstanding under the New Facility may be accelerated upon the occurrence of any events of default. The Company is in compliance with all covenants of the New Facility.

Term Loan

On June 28, 2021, the Company entered into an Amended and Restated Term Loan Agreement (the ~~"New Term~~"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 4 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.~~New Facility, with the exception of a secured leverage ratio of no more than 40%. 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~~June 30, ~~2021,~~2022, 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~~provides for alternate 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~~calculations based on ~~either (1)~~metrics other than LIBOR, such as SOFR, if LIBOR is no longer widely available or should 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~~alternative interest 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.~~prove more favorable.

Unsecured Senior Notes

The Company has unsecured senior notes of $1.0 billion that were funded in 5 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~~are consistent with those 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%.our Credit Facility. 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~~June 30, ~~2021,~~2022, the Company had ~~$665.7~~$653.1 million outstanding on 7 non-recourse mortgage notes. All interest rates on the secured mortgage notes are fixed. Assets with depreciated carrying values of ~~$1.2~~$1.1 billion were pledged as security, respectively, on these mortgage notes payable.

Other Debt Information

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. 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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, interest expense was recorded as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Total interest incurred	Total interest incurred	$	18,181	$	17,780	$	54,775	$	56,944	Total interest incurred	$	20,140	$	18,075	$	39,116	$	36,595
Interest capitalized	Interest capitalized	(1,472)		(2,722)		(4,202)		(11,989)		Interest capitalized	(3,591)		(1,419)		(7,042)		(2,731)
Total interest expense	Total interest expense	$	16,709	$	15,058	$	50,573	$	44,955	Total interest expense	$	16,549	$	16,656	$	32,074	$	33,864

8. OTHER LIABILITIES

Other liabilities on the consolidated balance sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 included the following (in thousands):


		2021		2020			2022		2021
Ground lease liability	Ground lease liability	$	58,547	$	58,619	Ground lease liability	$	49,386	$	49,470
Prepaid rent	Prepaid rent	32,801		30,479		Prepaid rent	31,307		37,174
Security deposits	Security deposits	12,806		13,098		Security deposits	13,831		12,875
Restricted stock unit liability	Restricted stock unit liability	6,683		10,613		Restricted stock unit liability	1,123		7,314
Other liabilities	Other liabilities	4,763		5,294		Other liabilities	5,175		5,031
		$	115,600	$	118,103		$	100,822	$	111,864

9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company had outstanding performance bonds totaling ~~$527,000~~$692,000 at ~~September~~June 30, ~~2021.~~2022. As a lessor, the Company had ~~$244.0~~$200.2 million in future obligations under leases to fund tenant improvements and other future construction obligations at ~~September~~June 30, ~~2021.~~2022.

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 6 financial institutions known as an at-the-market stock offering program ("ATM program"), under which the Company may offer and sell shares of its common stock from time to time in "at-the-market" offerings with an aggregate gross sales price of up to $500 million. In connection with the ATM program, Cousins may, at its discretion, enter into forward equity sale agreements. The use of a forward equity sale agreement ("Forward Sales") would allow the Company to lock in a share price on the sale of shares of its common stock at the time the

agreement is executed, but defer receiving the proceeds from the sale of shares until a later date, allowing the Company to better align such funding with its capital needs. Sales of shares of Cousins' stock through its banking relationships, if any, are made in amounts and at times to be determined by Cousins from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Sales of Cousins' common stock under ~~forward equity sale agreements,~~Forward Sales, if undertaken, meet the derivatives and hedging guidance scope exception as the contracts are related to the Company's own stock.

On June 29, 2022 the Company issued 2.6 million shares of common stock that had been executed under Forward Sales at an average price of $39.92 per share for gross proceeds of $105.1 million. To date ~~there have been no material sales under forward equity sale agreements, and~~ the Company has ~~not received proceeds related to the issuance of any~~issued 2.6 million shares under the ATM ~~program.~~program and has generated cash proceeds of $101.4 million, net of $1.1 million of compensation to be paid with respect to such Forward Sales, $1.7 million of dividends owed during the period the Forward Sales were outstanding, and $900,000 of other transaction related costs. To the extent, ~~unsettled~~prior to settlement, shares sold under ~~forward equity sale agreements are~~Forward Sales were potentially dilutive atduring the period ~~end~~ under the treasury stock method, the impact of such dilution is disclosed in the calculation included in Note 13.

In The Company did not have any outstanding Forward Sales for the ~~first quarter~~sale of ~~2020, the Company issued 1.7 million shares of~~its common stock ~~in connection with the redemption~~as 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.June 30, 2022.

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;~~revenues; (4) termination fees; and (5) the reimbursement of the tenants' share of real estate taxes, insurance, and other operating expenses. The Company's leases typically include renewal options and are classified and accounted for as operating leases. Rental property revenues are accounted for in accordance with the guidance set forth in ASC 842.

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

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recognized rental property revenues of ~~$185.5~~$183.2 million and ~~$552.1~~$366.4 million, respectively, of which ~~$52.3~~$50.2 million and ~~$148.3~~$103.0 million, respectively, represented variable rental revenue. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company recognized rental property revenues of ~~$179.0~~$181.8 million and ~~$543.3~~$366.6 million, respectively, of which ~~$47.1~~$48.2 million and ~~$145.4~~$96.0 million, respectively, represented variable rental revenue.

For the three and ~~nine~~six months ended ~~September~~June 30, 2022, the Company recognized fee and other revenue of $2.5 million and $6.2 million, respectively. For the three and six months ended June 30, 2021, the Company recognized fee and other revenue of ~~$3.2~~$4.9 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~~$9.6 million, respectively.

1615

12. STOCK-BASED COMPENSATION

The Company maintains the Cousins Properties Incorporated 2019 Omnibus Incentive Stock Plan (the "2019 Plan") and the 2021 Employee Stock Purchase Plan ("ESPP") 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")~~ for key employees, 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~~opportunity for all employees to purchase Company stock through the ~~2009 Plan or RSU Plan.~~

~~Employee Awards~~ESPP.

The Company's ~~stock~~ compensation expense for the three and ~~nine~~six months ended ~~September~~June 30, 2022 relates to restricted stock and RSUs awarded in 2022, 2021, 2020, and 2019 and the ESPP. Compensation expense for the three and six months ended June 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 2022 RSUs, 2021 RSUs, and the 2020 RSUs are equity-classified awards (settled in shares of the Company) for which compensation expense per share is fixed. The 2019 ~~2018,~~ and ~~2017~~2018 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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Equity-classified awards:
Restricted stock	$	789	$	682	$	1,569	$	1,314
Market-based RSUs	936		586		2,148		1,359
Performance-based RSUs	312		218		684		474
Director grants	369		223		701		229
Employee Stock Purchase Plan	42		—		94		—
Total equity-classified award expense, net of forfeitures	2,448		1,709		5,196		3,376

Liability-classified awards
Time-vested RSUs	(152)		211		(20)		373
Dividend equivalent units	4		26		19		52
Market-based RSUs	—		657		—		770
Performance-based RSUs	—		151		—		257
Total liability-classified award expense, net of forfeitures	(148)		1,045		(1)		1,452
Total stock-based compensation expense, net of forfeitures	$	2,300	$	2,754	$	5,195	$	4,828

Information on the Company's stock compensation plan, including information on the Company's equity-classified and liability-classified awards is discussed in note 1615 of the notes to consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Grants of Equity-Classified Awards

Under the 2019 Plan, in ~~February 2021~~June 2022, the Company granted 3 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 34,72744,549 shares of stock with a grant date value of ~~$1.3~~$1.5 million to independent members of the Company's board of directors (the "Board") for their service as members of the ~~board.~~Board. These shares ~~vest~~vested on the issuance date, and the Company records the related expense over the directors' one year service period.

1816

13. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Earnings per Common Share - basic:
Earnings per common share - basic:										Earnings per common share - basic:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	54,136	$	28,255	$	111,507	$	226,800	Net income	$	34,164	$	28,060	$	62,327	$	57,371
Net income attributable to noncontrolling interests in CPLP from continuing operations	Net income attributable to noncontrolling interests in CPLP from continuing operations	(9)		(5)		(20)		(312)		Net income attributable to noncontrolling interests in CPLP from continuing operations	(6)		(5)		(12)		(11)
Net income attributable to other noncontrolling interests	Net income attributable to other noncontrolling interests	(109)		(135)		(206)		(329)		Net income attributable to other noncontrolling interests	(106)		98		(279)		(97)
Net income available to common stockholders	Net income available to common stockholders	$	54,018	$	28,115	$	111,281	$	226,159	Net income available to common stockholders	$	34,052	$	28,153	$	62,036	$	57,263

Denominator:	Denominator:									Denominator:
Weighted average common shares - basic	Weighted average common shares - basic	148,688		148,566		148,659		148,181		Weighted average common shares - basic	148,837		148,665		148,788		148,644

Net income per common share - basic	Net income per common share - basic	$	0.36	$	0.19	$	0.75	$	1.53	Net income per common share - basic	$	0.23	$	0.19	$	0.42	$	0.39

Earnings per common share - diluted:	Earnings per common share - diluted:									Earnings per common share - diluted:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	54,136	$	28,255	$	111,507	$	226,800	Net income	$	34,164	$	28,060	$	62,327	$	57,371
Net income attributable to other noncontrolling interests	Net income attributable to other noncontrolling interests	(109)		(135)		(206)		(329)		Net income attributable to other noncontrolling interests	(106)		98		(279)		(97)
Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	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	Net income available for common stockholders before allocation of net income attributable to noncontrolling interests in CPLP	$	34,058	$	28,158	$	62,048	$	57,274

Denominator:	Denominator:									Denominator:
Weighted average common shares - basic	Weighted average common shares - basic	148,688		148,566		148,659		148,181		Weighted average common shares - basic	148,837		148,665		148,788		148,644
Add:	Add:									Add:
Potential dilutive common shares - stock options	Potential dilutive common shares - stock options	—		3		1		5		Potential dilutive common shares - stock options	—		—		—		2
Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price	Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price	59		12		58		12		Potential dilutive common shares - restricted stock units, less shares assumed purchased at market price	280		50		277		45
Weighted average units of CPLP convertible into common shares	Weighted average units of CPLP convertible into common shares	25		25		25		388		Weighted average units of CPLP convertible into common shares	25		25		25		25
Weighted average common shares - diluted	Weighted average common shares - diluted	148,772		148,606		148,743		148,586		Weighted average common shares - diluted	149,142		148,740		149,090		148,716

Net income per common share - diluted	Net income per common share - diluted	$	0.36	$	0.19	$	0.75	$	1.52	Net income per common share - diluted	$	0.23	$	0.19	$	0.42	$	0.39

Anti-dilutive stock options represent stock options whose exercise price exceeds the average market value of the Company's stock and are excluded from the calculation of diluted earnings per share. There were 0 anti-dilutive stock options for the three and six months ended June 30, 2022 and 2021. The treasury stock method resulted in no dilution related to the Forward Sales outstanding during the three and six months ended June 30, 2022 under the Company's ATM program or from shares expected to be issued under the ESPP.

1917

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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 is as follows (in thousands):


		2021		2020			2022		2021
Interest paid	Interest paid	$	61,235	$	56,761	Interest paid	$	29,456	$	34,159
Income taxes paid(1)	Income taxes paid(1)	155		—		Income taxes paid(1)	—		155
Non-Cash Activity:	Non-Cash Activity:					Non-Cash Activity:
Transfers from projects under development to operating properties						Transfers from projects under development to operating properties	141,349		—
Transfer from operating properties and related assets and liabilities to assets and liabilities of real estate assets held for sale	Transfer from operating properties and related assets and liabilities to assets and liabilities of real estate assets held for sale	249,365		—		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	Common stock dividends declared and accrued	46,319		44,569		Common stock dividends declared and accrued	48,522		46,152
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

(1) This represents state income taxes paid in conjunction with gains from sales transactions.						(1) This represents state income taxes paid in conjunction with gains from sales transactions.

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			June 30, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	5,532	$	4,290	Cash and cash equivalents	$	4,057	$	8,937
Restricted cash	Restricted cash	1,236		1,848		Restricted cash	1,231		1,231
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	6,768	$	6,138	Total cash, cash equivalents, and restricted cash	$	5,288	$	10,168

15. REPORTABLE SEGMENTS

The Company's segments are based on the method of internal reporting, which classifies operations by property type and geographical ~~area.~~region. The segments by property type are Office and ~~Other. Included in the Other property type are apartments, apartment retail, and the College Street Garage.~~Non-Office. The segments by geographical region are Atlanta, Austin, Charlotte, Dallas, Phoenix, Tampa, and ~~Other.~~other markets. Included in ~~the Other geographical region~~other markets are properties located in Chapel Hill, Houston, Nashville, and Fort Worth (sold in April 2021),. Included in Non-Office are retail and ~~Cherry~~apartments in Chapel Hill ~~New Jersey (sold~~and Atlanta, as well as the College Street Garage in ~~February 2020).~~Charlotte. In the third quarter of 2021, with the sale of the Company's One South at the Plaza office property, the Company reassessed the segment for the College Street Garage and began to treat it as Non-Office for all periods presented. 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 based 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.

2018

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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 are as follows (in thousands):


Three Months Ended September 30, 2021		Office		Other		Total
Three Months Ended June 30, 2022								Three Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:	Revenues:							Revenues:
Atlanta	Atlanta	$	67,959	$	369	$	68,328	Atlanta	$	68,860	$	439	$	69,299
Austin	Austin	65,448		—		65,448		Austin	59,054		—		59,054
Charlotte	Charlotte	17,527		721		18,248		Charlotte	13,929		1,301		15,230
Dallas	Dallas	4,337		—		4,337		Dallas	4,132		—		4,132
Phoenix	Phoenix	12,847		—		12,847		Phoenix	13,533		—		13,533
Tampa	Tampa	14,444		—		14,444		Tampa	17,216		—		17,216
Other		8,702		1,155		9,857
Other markets								Other markets	7,622		1,180		8,802
Total segment revenues	Total segment revenues	191,264		2,245		193,509		Total segment revenues	184,346		2,920		187,266
Less: Company's share of rental property revenues from unconsolidated joint ventures	Less: Company's share of rental property revenues from unconsolidated joint ventures	(6,470)		(1,524)		(7,994)		Less: Company's share of rental property revenues from unconsolidated joint ventures	(2,473)		(1,619)		(4,092)
Total rental property revenues	Total rental property revenues	$	184,794	$	721	$	185,515	Total rental property revenues	$	181,873	$	1,301	$	183,174


Three Months Ended September 30, 2020		Office		Other		Total
Three Months Ended June 30, 2021								Three Months Ended June 30, 2021	Office		Non-Office		Total
Revenues:	Revenues:							Revenues:
Atlanta	Atlanta	$	64,742	$	110	$	64,852	Atlanta	$	65,626	$	396	$	66,022
Austin	Austin	52,008		—		52,008		Austin	59,677		—		59,677
Charlotte	Charlotte	19,567		803		20,370		Charlotte	21,884		591		22,475
Dallas	Dallas	4,601		—		4,601		Dallas	4,531		—		4,531
Phoenix	Phoenix	12,689		—		12,689		Phoenix	12,482		—		12,482
Tampa	Tampa	13,179		—		13,179		Tampa	14,165		—		14,165
Other		16,354		1,193		17,547
Other markets								Other markets	9,026		1,530		10,556
Total segment revenues	Total segment revenues	183,140		2,106		185,246		Total segment revenues	187,391		2,517		189,908
Less: Company's share of rental property revenues from unconsolidated joint ventures	Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,920)		(1,302)		(6,222)		Less: Company's share of rental property revenues from unconsolidated joint ventures	(6,216)		(1,926)		(8,142)
Total rental property revenues	Total rental property revenues	$	178,220	$	804	$	179,024	Total rental property revenues	$	181,175	$	591	$	181,766

2119


Nine Months Ended September 30, 2021		Office		Other		Total
Six Months Ended June 30, 2022								Six Months Ended June 30, 2022	Office		Non-Office		Total
Revenues:	Revenues:							Revenues:
Atlanta	Atlanta	$	198,461	$	1,039	$	199,500	Atlanta	$	136,875	$	861	$	137,736
Austin	Austin	183,158		—		183,158		Austin	120,278		—		120,278
Charlotte	Charlotte	60,578		1,873		62,451		Charlotte	27,433		2,286		29,719
Dallas	Dallas	13,351		—		13,351		Dallas	8,328		—		8,328
Phoenix	Phoenix	38,067		—		38,067		Phoenix	26,963		—		26,963
Tampa	Tampa	43,180		—		43,180		Tampa	34,140		—		34,140
Other		31,825		3,930		35,755
Other markets								Other markets	14,949		2,539		17,488
Total segment revenues	Total segment revenues	568,620		6,842		575,462		Total segment revenues	368,966		5,686		374,652
Less: Company's share of rental property revenues from unconsolidated joint ventures	Less: Company's share of rental property revenues from unconsolidated joint ventures	(18,405)		(4,969)		(23,374)		Less: Company's share of rental property revenues from unconsolidated joint ventures	(4,851)		(3,400)		(8,251)
Total rental property revenues	Total rental property revenues	$	550,215	$	1,873	$	552,088	Total rental property revenues	$	364,115	$	2,286	$	366,401


Nine Months Ended September 30, 2020		Office		Other		Total
Six Months Ended June 30, 2021								Six Months Ended June 30, 2021	Office		Non-Office		Total
Revenues:	Revenues:							Revenues:
Atlanta	Atlanta	$	193,117	$	234	$	193,351	Atlanta	$	130,502	$	670	$	131,172
Austin	Austin	155,009		—		155,009		Austin	117,710		—		117,710
Charlotte	Charlotte	74,057		1,354		75,411		Charlotte	43,051		1,152		44,203
Dallas	Dallas	13,559		—		13,559		Dallas	9,014		—		9,014
Phoenix	Phoenix	37,932		—		37,932		Phoenix	25,220		—		25,220
Tampa	Tampa	40,203		—		40,203		Tampa	28,736		—		28,736
Other		46,092		3,631		49,723
Other markets								Other markets	23,123		2,775		25,898
Total segment revenues	Total segment revenues	559,969		5,219		565,188		Total segment revenues	377,356		4,597		381,953
Less: Company's share of rental property revenues from unconsolidated joint ventures	Less: Company's share of rental property revenues from unconsolidated joint ventures	(18,072)		(3,864)		(21,936)		Less: Company's share of rental property revenues from unconsolidated joint ventures	(11,935)		(3,445)		(15,380)
Total rental property revenues	Total rental property revenues	$	541,897	$	1,355	$	543,252	Total rental property revenues	$	365,421	$	1,152	$	366,573

NOI by reportable segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 are as follows (in thousands):


Three Months Ended September 30, 2021		Office		Other		Total
Three Months Ended June 30, 2022								Three Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:	Net Operating Income:							Net Operating Income:
Atlanta	Atlanta	$	44,333	$	180	$	44,513	Atlanta	$	46,506	$	250	$	46,756
Austin	Austin	38,532		—		38,532		Austin	36,565		—		36,565
Charlotte	Charlotte	12,491		361		12,852		Charlotte	10,246		972		11,218
Dallas	Dallas	3,424		—		3,424		Dallas	3,191		—		3,191
Phoenix	Phoenix	9,299		—		9,299		Phoenix	9,868		—		9,868
Tampa	Tampa	9,434		—		9,434		Tampa	10,643		—		10,643
Other		5,347		747		6,094
Other markets								Other markets	4,145		665		4,810
Total Net Operating Income	Total Net Operating Income	$	122,860	$	1,288	$	124,148	Total Net Operating Income	$	121,164	$	1,887	$	123,051

2220


Three Months Ended September 30, 2020		Office		Other		Total
Three Months Ended June 30, 2021								Three Months Ended June 30, 2021	Office		Non-Office		Total
Net Operating Income:	Net Operating Income:							Net Operating Income:
Atlanta	Atlanta	$	43,399	$	(11)	$	43,388	Atlanta	$	43,115	$	159	$	43,274
Austin	Austin	31,639		—		31,639		Austin	35,955		—		35,955
Charlotte	Charlotte	14,086		535		14,621		Charlotte	15,688		175		15,863
Dallas	Dallas	3,688		—		3,688		Dallas	3,571		—		3,571
Phoenix	Phoenix	9,205		—		9,205		Phoenix	8,928		—		8,928
Tampa	Tampa	8,230		—		8,230		Tampa	8,919		—		8,919
Other		8,483		762		9,245
Other markets								Other markets	5,254		941		6,195
Total Net Operating Income	Total Net Operating Income	$	118,730	$	1,286	$	120,016	Total Net Operating Income	$	121,430	$	1,275	$	122,705


Nine Months Ended September 30, 2021		Office		Other		Total
Six Months Ended June 30, 2022								Six Months Ended June 30, 2022	Office		Non-Office		Total
Net Operating Income:	Net Operating Income:							Net Operating Income:
Atlanta	Atlanta	$	130,551	$	433	$	130,984	Atlanta	$	90,679	$	485	$	91,164
Austin	Austin	108,764		—		108,764		Austin	72,932		—		72,932
Charlotte	Charlotte	43,176		796		43,972		Charlotte	20,258		1,615		21,873
Dallas	Dallas	10,546		—		10,546		Dallas	6,498		—		6,498
Phoenix	Phoenix	27,252		—		27,252		Phoenix	18,843		—		18,843
Tampa	Tampa	27,755		—		27,755		Tampa	21,334		—		21,334
Other		18,142		2,562		20,704
Other markets								Other markets	8,440		1,574		10,014
Total Net Operating Income	Total Net Operating Income	$	366,186	$	3,791	$	369,977	Total Net Operating Income	$	238,984	$	3,674	$	242,658


Nine Months Ended September 30, 2020		Office		Other		Total
Six Months Ended June 30, 2021								Six Months Ended June 30, 2021	Office		Non-Office		Total
Net Operating Income:	Net Operating Income:							Net Operating Income:
Atlanta	Atlanta	$	129,992	$	(113)	$	129,879	Atlanta	$	86,218	$	253	$	86,471
Austin	Austin	92,161		—		92,161		Austin	70,232		—		70,232
Charlotte	Charlotte	50,302		912		51,214		Charlotte	30,685		435		31,120
Dallas	Dallas	10,907		—		10,907		Dallas	7,122		—		7,122
Phoenix	Phoenix	27,920		—		27,920		Phoenix	17,953		—		17,953
Tampa	Tampa	24,372		—		24,372		Tampa	18,321		—		18,321
Other		26,008		2,469		28,477
Other markets								Other markets	12,795		1,815		14,610
Total Net Operating Income	Total Net Operating Income	$	361,662	$	3,268	$	364,930	Total Net Operating Income	$	243,326	$	2,503	$	245,829

2321

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,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net Operating Income	Net Operating Income	$	124,148	$	120,016	$	369,977	$	364,930	Net Operating Income	$	123,051	$	122,705	$	242,658	$	245,829
Net operating income from unconsolidated joint ventures	Net operating income from unconsolidated joint ventures	(5,762)		(4,208)		(15,953)		(14,436)		Net operating income from unconsolidated joint ventures	(2,542)		(5,437)		(5,261)		(10,191)
Fee income	Fee income	3,094		4,350		12,426		13,772		Fee income	2,305		4,803		3,693		9,332
Termination fee income	Termination fee income	1,775		372		2,599		3,755		Termination fee income	449		782		1,911		824
Other income	Other income	123		6		405		169		Other income	201		68		2,484		282
Reimbursed expenses	Reimbursed expenses	(383)		(373)		(1,149)		(1,216)		Reimbursed expenses	(677)		(398)		(1,037)		(766)
General and administrative expenses	General and administrative expenses	(7,968)		(5,658)		(22,014)		(19,853)		General and administrative expenses	(6,996)		(7,313)		(15,059)		(14,046)
Interest expense	Interest expense	(16,709)		(15,058)		(50,573)		(44,955)		Interest expense	(16,549)		(16,656)		(32,074)		(33,864)
Depreciation and amortization	Depreciation and amortization	(72,073)		(71,498)		(214,399)		(215,980)		Depreciation and amortization	(69,861)		(71,456)		(140,605)		(142,326)
Transaction costs		—		—		—		(428)

Other expenses	Other expenses	(421)		(723)		(1,835)		(1,841)		Other expenses	(425)		(824)		(646)		(1,414)
Income from unconsolidated joint ventures	Income from unconsolidated joint ventures	2,128		1,611		5,826		6,751		Income from unconsolidated joint ventures	5,280		1,795		6,404		3,698
Gain (loss) on sales of investments in unconsolidated joint ventures		13,121		(59)		13,160		45,940
Gain on sales of investments in unconsolidated joint ventures										Gain on sales of investments in unconsolidated joint ventures	—		—		—		39
Gain (loss) on investment property transactions	Gain (loss) on investment property transactions	13,063		(523)		13,037		90,192		Gain (loss) on investment property transactions	28		(9)		(41)		(26)

Loss on extinguishment of debt										Loss on extinguishment of debt	(100)		$	—	(100)		—
Net income	Net income	$	54,136	$	28,255	$	111,507	$	226,800	Net income	$	34,164	$	28,060	$	62,327	$	57,371

2422

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

Overview of ~~2021~~2022 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~~588,000 square feet of office ~~space. The weighted average net effective rent~~space, including 264,000 square feet of ~~these~~new and expansion leases, representing ~~base~~45% of total leasing activity. Straight-line basis net rent ~~less operating expense reimbursements and leasing costs, was $24.06~~ per square ~~foot. For~~foot increased 27.2% for those office spaces that were under lease within the past ~~year, net effective rent increased 31.6%.~~year. Same property net operating income (defined below) for consolidated properties and our share of unconsolidated properties decreased ~~by 1.4%~~2.2% between the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.

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,~~May 2, 2022, we entered into a ~~50/50~~Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recast the previous credit facility extending the maturity date from January 3, 2023 to April 30, 2027 and reducing certain per annum variable interest rate spreads and other fees, among other things.

On April 21, 2022, we purchased our partner's 10% joint venture interest in Avalon, which consists of both the 8000 and 10000 Avalon office properties. This transaction did not result in a change in control, and any difference between the purchase price of $43.4 million and the $15.7 million book value of the outside partner's non-controlling interest on our consolidated balance sheet is recorded in additional paid in capital in the equity section of our balance sheet. The consolidated basis in Avalon's assets and liabilities will remain unchanged from this transaction.

On June 30, 2022, one of our unconsolidated joint ventures sold a 3.0 acre land parcel in Uptown Dallas. Our share of the gain from the transaction was $4.5 million and is included in income from unconsolidated joint ventures in our consolidated statements of operations.

As noted above, we continue to ~~develop Neuhoff,~~execute new, renewal, and expansion leases with net rent increases during this current period of several socio-economic challenges. As it relates to the lingering COVID-19 pandemic specifically, our buildings and parking facilities have remained open for business, while the usage of our assets remains lower than pre-pandemic levels. Ongoing usage of our assets could also be negatively impacted by customer behavior, such as the social acceptance and perceived economic benefits of hybrid work arrangements. Policies and practices of employers regarding these arrangements continue to evolve, but we believe our customers will prioritize a ~~mixed-use project~~culture that fosters collaboration, innovation, and productivity and that our customers will accordingly expect their employees to be present in ~~Nashville, which~~person on a more consistent basis within our high-quality and well-amenitized properties. Although difficult to estimate, we currently expect usage will ~~include 448,000 square feet~~gradually increase throughout the remainder of ~~office~~2022, and ~~retail space~~this is expected to result in increases in parking revenue 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~~certain operating expenses. Factors that could cause actual results to differ materially from 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.current expectations are set forth under "Disclosure Regarding Forward Looking Statements."

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~~Six Months Ended ~~September~~June 30, ~~2021~~2022

General

Net income available to common stockholders for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$54.0~~$34.1 million and ~~$111.3~~$62.0 million, respectively. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, the net income available to common stockholders was ~~$28.1~~$28.2 million and ~~$226.2~~$57.3 million, respectively. We detail below material changes in the components of net income available to common stockholders for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~2020.~~2021.

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~~were stabilized and owned by us infor the entirety of each ~~of the~~ comparable reporting ~~periods.~~period presented. A ~~fully operational~~stabilized property is one that has achieved 90% economic occupancy or has been substantially complete and owned by us for ~~at least~~ one year. Same Property amounts for the 2022 versus 2021 comparison are from properties that were stabilized and owned as of January 1, 2021 through June 30, 2022.

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)~~fees) less rental property operating expenses, excludes certain components from net income in order to provide results that are more closely related to a property's results of operations. Certain items, such as interest expense, while included in net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, we use only those income and expense items that are incurred at the property level to evaluate a property's performance. Depreciation, amortization, 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~~2022 and ~~2020~~2021 periods as follows ($ in thousands):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Rental Property Revenues	Rental Property Revenues																	Rental Property Revenues
Same Property	Same Property	$	157,740	$	158,189	$	(449)	(0.3)	%	$	474,157	$	471,820	$	2,337	0.5	%	Same Property	$	158,536	$	163,051	$	(4,515)	(2.8)	%	$	319,112	$	324,616	$	(5,504)	(1.7)	%
Non-Same Property	Non-Same Property	26,000		20,463		5,537		27.1	%	75,332		67,677		7,655		11.3	%	Non-Same Property	24,189		17,933		6,256		34.9	%	45,378		41,133		4,245		10.3	%
																			182,725		180,984		1,741		1.0	%	364,490		365,749		(1,259)		(0.3)	%

Termination Fee Income	Termination Fee Income	1,775		372		1,403		377.2	%	2,599		3,755		(1,156)		(30.8)	%	Termination Fee Income	449		782		(333)				1,911		824		1,087
Total Rental Property Revenues	Total Rental Property Revenues	$	185,515	$	179,024	$	6,491	3.6	%	$	552,088	$	543,252	$	8,836	1.6	%	Total Rental Property Revenues	$	183,174	$	181,766	$	1,408			$	366,401	$	366,573	$	(172)

Rental Property Operating Expenses	Rental Property Operating Expenses																	Rental Property Operating Expenses
Same Property	Same Property	$	56,455	$	55,382	$	1,073	1.9	%	$	169,117	$	164,598	$	4,519	2.7	%	Same Property	$	54,674	$	56,967	$	(2,293)	(4.0)	%	$	113,017	$	114,108	$	(1,091)	(1.0)	%
Non-Same Property	Non-Same Property	8,899		7,462		1,437		19.3	%	26,348		26,222		126		0.5	%	Non-Same Property	7,542		6,749		793		11.7	%	14,076		16,003		(1,927)		(12.0)	%
3344 Peachtree Legal Expense Recovery		—		—		—		—	%	—		(1,817)		1,817		(100.0)	%

Total Rental Property Operating Expenses	Total Rental Property Operating Expenses	$	65,354	$	62,844	$	2,510	4.0	%	$	195,465	$	189,003	$	6,462	3.4	%	Total Rental Property Operating Expenses	$	62,216	$	63,716	$	(1,500)	(2.4)	%	$	127,093	$	130,111	$	(3,018)	(2.3)	%

Net Operating Income	Net Operating Income																	Net Operating Income
Same Property NOI	Same Property NOI	$	101,285	$	102,807	$	(1,522)	(1.4)	%	$	305,040	$	307,222	$	(2,182)	(0.7)	%	Same Property NOI	$	103,862	$	106,084	$	(2,222)	(2.1)	%	$	206,095	$	210,508	$	(4,413)	(2.1)	%
Non-Same Property NOI	Non-Same Property NOI	17,101		13,001		4,100		31.5	%	48,984		41,455		7,529		18.2	%	Non-Same Property NOI	16,647		11,184		5,463		48.8	%	31,302		25,130		6,172		24.6	%
3344 Peachtree Legal Expense Recovery		—		—		—		—	%	—		1,817		(1,817)		(100.0)	%

Total NOI	Total NOI	$	118,386	$	115,808	$	2,578	2.2	%	$	354,024	$	350,494	$	3,530	1.0	%	Total NOI	$	120,509	$	117,268	$	3,241	2.8	%	$	237,397	$	235,638	$	1,759	0.7	%

Same Property ~~operating expenses have been adjusted to remove a $1.8 million one-time credit~~Rental Property Revenues decreased 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~~six months ended June 30, 2022 compared to the same period in the prior year primarily due to ~~an increase~~a decrease in economic occupancy at our 3350 Peachtree and Promenade Tower office properties while under redevelopment.

Same Property Operating Expenses decreased for the three and six months ended June 30, 2022 compared to the same period in the prior year primarily due to a decrease in real estate taxes and a decrease in expenses at our 3350 Peachtree and Promenade Tower office properties while under redevelopment, partially offset by an increase in ~~operating~~ expenses related to higher physical occupancy at our properties.

Non-Same Property ~~revenue, expenses, and NOI~~Rental Property Revenues increased for ~~both~~ the three and ~~nine month periods~~months ended June 30, 2022 compared to the same period in the prior year primarily ~~as a result~~due to the following: the 2021 acquisitions 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 and Heights Union; the consolidation of 300 Colorado upon purchase of our partners' interests in ~~July~~the venture in the fourth quarter of 2021, which was partially offset by the 2021 sales ~~of Hearst Tower and Woodcrest in the first quarter of 2020, the sale~~ of Burnett Plaza, ~~in the second quarter of 2021,~~816 Congress, and ~~the sale of~~ One South at the ~~Plaza~~Plaza; and the 2022 commencement of a full building redevelopment project at Promenade Central.

Termination Fee income increased $1.1 million for the six months ended June 30, 2022 compared to the same period in the ~~third quarter~~prior year due to the timing of ~~2021.~~termination notices and expected move outs.

Fee Income and Other Income

Fee income decreased $2.5 million, or 52.0%, and $5.6 million, or 60.4%, for the three and six months ended June 30, 2022 compared to the same periods in the prior year. The decreases are due to declining development activities as we near the completion of the Norfolk Southern transactions described in note 2 to the unaudited condensed consolidated financial statements in this Form 10-Q.

General and Administrative Expenses

General and administrative expenses increased ~~$2.3~~$1.0 million, or ~~40.8%~~7.2%, for the ~~three~~six months ended ~~September~~June 30, ~~2021 and $2.2 million or 10.9% for the nine months ended September 30, 2021~~2022 compared to the same ~~periods~~period in the prior year. This increase is primarily driven by changes in stock compensation expense and increases in other employee compensation expense.

Interest Expense

Interest expense, net of amounts capitalized, ~~increased $1.7~~decreased $1.8 million, or ~~11.0% and $5.6 million or 12.5%~~5.3%, for ~~three and nine~~the six months ended ~~September~~June 30, ~~2021, respectively,~~2022, compared to the same ~~periods~~period in the prior year. This ~~increase~~decrease is primarily due to ~~a decrease in interest~~increased capitalized ~~in 2021~~expense as a result of ~~the start of preliminary operational activity for projects completing~~ development ~~in the second~~ and ~~third quarters of 2021 and~~redevelopment activities, partially offset by an increase in interest ~~related to~~rates, an increase in average outstanding balances on our line of credit, and the ~~increased borrowings from the amended and restated~~increase in size of our Term ~~Loan.~~Loan in June 2021.

Depreciation and Amortization

Depreciation and amortization changed between the ~~2021~~2022 and ~~2020~~2021 periods as follows ($ in thousands):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Depreciation and Amortization	Depreciation and Amortization																	Depreciation and Amortization
Same Property	Same Property	$	62,758	$	60,584	$	2,174	3.6	%	$	185,309	$	185,691	$	(382)	(0.2)	%	Same Property	$	60,872	$	63,833	$	(2,961)	(4.6)	%	$	122,647	$	127,113	$	(4,466)	(3.5)	%
Non-Same Property	Non-Same Property	9,159		10,760		(1,601)		(14.9)	%	28,619		29,755		(1,136)		(3.8)	%	Non-Same Property	8,831		7,465		1,366		18.3	%	17,645		14,898		2,747		18.4	%
Non-Real Estate Assets	Non-Real Estate Assets	156		154		2		1.3	%	471		534		(63)		(11.8)	%	Non-Real Estate Assets	158		158		—		—	%	313		315		(2)		(0.6)	%
Total Depreciation and Amortization	Total Depreciation and Amortization	$	72,073	$	71,498	$	575	0.8	%	$	214,399	$	215,980	$	(1,581)	(0.7)	%	Total Depreciation and Amortization	$	69,861	$	71,456	$	(1,595)	(2.2)	%	$	140,605	$	142,326	$	(1,721)	(1.2)	%

~~Depreciation~~

Same Property depreciation and amortization ~~of Non-Same Property~~ decreased between the 2022 and 2021 three and ~~nine~~six month periods primarily asdue to a ~~result~~decrease related to the intangible in-place lease assets recognized upon the acquisition of properties. These assets are being amortized over the remainder of the ~~sale~~lease term as of ~~Burnett Plaza~~the date of acquisition, and an increasing number of those leases have reached their expiration.

Non-Same Property depreciation and amortization increased between the 2022 and 2021 three and six month periods primarily due to the following: the 2021 acquisitions of 725 Ponce and Heights Union; the consolidated of 300 Colorado upon purchase of our partners' interests in ~~April 2021 and~~ the ~~sale~~venture in the fourth quarter of ~~One South at the Plaza in July~~ 2021, partially offset by the ~~completed development~~2021 sales of 816 Congress and One South at the Plaza; and the 2022 commencement of ~~depreciation~~a full building redevelopment project at ~~Domain 10, Domain 12, and 10000 Avalon and the addition of RailYard in November 2020 and 725 Ponce in July of 2021.~~our Promenade Central operating property.

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,									Three Months Ended June 30,								Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Net operating income	Net operating income	$	5,762	$	4,208	$	1,554	36.9	%	$	15,953	$	14,436	$	1,517	10.5	%	Net operating income	$	2,542	$	5,437	$	(2,895)	(53.2)	%	$	5,261	$	10,191	$	(4,930)	(48.4)	%
Termination fee income		74		5		69		1,380.0	%	81		8		73		912.5	%

Other income, net	Other income, net	36		(23)		59		(256.5)	%	92		53		39		73.6	%	Other income, net	78		34		44		129.4	%	100		63		37		58.7	%

Gain on sale of undepreciated property																		Gain on sale of undepreciated property	4,500		—		4,500		N/A		4,500		—		4,500		N/A
Depreciation and amortization	Depreciation and amortization	(2,917)		(2,125)		(792)		37.3	%	(8,092)		(6,578)		(1,514)		23.0	%	Depreciation and amortization	(1,111)		(2,810)		1,699		(60.5)	%	(2,235)		(5,175)		2,940		(56.8)	%
Interest expense	Interest expense	(804)		(439)		(365)		83.1	%	(2,182)		(1,639)		(543)		33.1	%	Interest expense	(689)		(863)		174		(20.2)	%	(1,306)		(1,378)		72		(5.2)	%
Net gain (loss) on sale of investment property	Net gain (loss) on sale of investment property	(23)		(15)		(8)		53.3	%	(26)		471		(497)		(105.5)	%	Net gain (loss) on sale of investment property	(40)		(3)		(37)		1,233.3	%	84		(3)		87		(2,900.0)	%
Income from unconsolidated joint ventures	Income from unconsolidated joint ventures	$	2,128	$	1,611	$	517	32.1	%	$	5,826	$	6,751	$	(925)	(13.7)	%	Income from unconsolidated joint ventures	$	5,280	$	1,795	$	3,485	194.2	%	$	6,404	$	3,698	$	2,706	73.2	%

~~Net operating income~~Income from unconsolidated joint ventures ~~and depreciation and amortization~~ increased between the 2022 and 2021 three and ~~nine~~six month periods primarily due to ~~preliminary operations at our 300 Colorado development.~~

~~Gain on Sales~~the gain from the sale of ~~Investments~~a 3.0 acre land parcel in ~~Unconsolidated Joint Ventures~~

~~The gain on sales of investments~~Uptown Dallas in ~~unconsolidated joint ventures for the three and nine months ended September 2021 includes~~June 2022 partially offset by a decrease in net operating income due to the sale of our interest in the ~~DC Charlotte Plaza, LLLP ("~~Dimensional ~~Place")~~Place joint ~~venture. The gain on sales of investments~~venture 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.2021.

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~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (in thousands, except per share information):


		Three Months Ended September 30,											Three Months Ended June 30,
		2021					2020						2022					2021
		Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount			Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	Net Income Available to Common Stockholders	$	54,018	148,688	$	0.36	$	28,115	148,566	$	0.19	Net Income Available to Common Stockholders	$	34,052	148,837	$	0.23	$	28,153	148,665	$	0.19
Noncontrolling interest related to unitholders	Noncontrolling interest related to unitholders	9		25	—		5		25	—		Noncontrolling interest related to unitholders	6		25	—		5		25	—
Conversion of stock options		—		—	—		—		3	—

Conversion of unvested restricted stock units	Conversion of unvested restricted stock units	—		59	—		—		12	—		Conversion of unvested restricted stock units	—		280	—		—		50	—

Net Income — Diluted	Net Income — Diluted	54,027		148,772	0.36		28,120		148,606	0.19		Net Income — Diluted	34,058		149,142	0.23		28,158		148,740	0.19
Depreciation and amortization of real estate assets:	Depreciation and amortization of real estate assets:											Depreciation and amortization of real estate assets:
Consolidated properties	Consolidated properties	71,918		—	0.49		71,345		—	0.48		Consolidated properties	69,703		—	0.47		71,299		—	0.48
Share of unconsolidated joint ventures	Share of unconsolidated joint ventures	2,917		—	0.02		2,125		—	0.02		Share of unconsolidated joint ventures	1,111		—	—		2,810		—	0.02
Partners' share of real estate depreciation	Partners' share of real estate depreciation	(231)		—	—		(209)		—	—		Partners' share of real estate depreciation	(153)		—	—		(228)		—	—
Loss (gain) on sale of depreciated properties:	Loss (gain) on sale of depreciated properties:											Loss (gain) on sale of depreciated properties:
Consolidated properties	Consolidated properties	(13,127)		—	(0.09)		523		—	—		Consolidated properties	(28)		—	—		9		—	—
Share of unconsolidated joint ventures	Share of unconsolidated joint ventures	23		—	—		15		—	—		Share of unconsolidated joint ventures	40		—	—		3		—	—
Investments in unconsolidated joint ventures		(13,121)		—	(0.09)		59		—	—

Funds From Operations	Funds From Operations	$	102,406	148,772	$	0.69	$	101,978	148,606	$	0.69	Funds From Operations	$	104,731	149,142	$	0.70	$	102,051	148,740	$	0.69



	Six Months Ended June 30,
	2022					2021
	Dollars		Weighted Average Common Shares	Per Share Amount		Dollars		Weighted Average Common Shares	Per Share Amount
Net Income Available to Common Stockholders	$	62,036	148,788	$	0.42	$	57,263	148,644	$	0.39
Noncontrolling interest related to unitholders	12		25	—		11		25	—
Conversion of stock options	—		—	—		—		2	—
Conversion of unvested restricted stock units	—		277	—		—		45	—

Net Income — Diluted	62,048		149,090	0.42		57,274		148,716	0.39
Depreciation and amortization of real estate assets:
Consolidated properties	140,292		—	0.94		142,011		—	0.95
Share of unconsolidated joint ventures	2,235		—	0.01		5,175		—	0.03
Partners' share of real estate depreciation	(376)		—	—		(439)		—	—
Loss (gain) on sale of depreciated properties:
Consolidated properties	41		—	—		26		—	—
Share of unconsolidated joint ventures	(84)		—	—		3		—	—
Investments in unconsolidated joint ventures	—		—	—		(39)		—	—

Funds From Operations	$	204,156	149,090	$	1.37	$	204,011	148,716	$	1.37

2826

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,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	54,136	$	28,255	$	111,507	$	226,800	Net income	$	34,164	$	28,060	$	62,327	$	57,371

Net operating income from unconsolidated joint ventures										Net operating income from unconsolidated joint ventures	2,542		5,437		5,261		10,191
Fee income	Fee income	(3,094)		(4,350)		(12,426)		(13,772)		Fee income	(2,305)		(4,803)		(3,693)		(9,332)
Termination fee income	Termination fee income	(1,775)		(372)		(2,599)		(3,755)		Termination fee income	(449)		(782)		(1,911)		(824)
Other income	Other income	(123)		(6)		(405)		(169)		Other income	(201)		(68)		(2,484)		(282)
Reimbursed expenses	Reimbursed expenses	383		373		1,149		1,216		Reimbursed expenses	677		398		1,037		766
General and administrative expenses	General and administrative expenses	7,968		5,658		22,014		19,853		General and administrative expenses	6,996		7,313		15,059		14,046
Interest expense	Interest expense	16,709		15,058		50,573		44,955		Interest expense	16,549		16,656		32,074		33,864

Depreciation and amortization	Depreciation and amortization	72,073		71,498		214,399		215,980		Depreciation and amortization	69,861		71,456		140,605		142,326
Transaction Costs		—		—		—		428

Other expenses	Other expenses	421		723		1,835		1,841		Other expenses	425		824		646		1,414
Income from unconsolidated joint ventures	Income from unconsolidated joint ventures	(2,128)		(1,611)		(5,826)		(6,751)		Income from unconsolidated joint ventures	(5,280)		(1,795)		(6,404)		(3,698)
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)
Gain on sale of investment in unconsolidated joint ventures										Gain on sale of investment in unconsolidated joint ventures	—		—		—		(39)
(Gain) loss on investment property transactions										(Gain) loss on investment property transactions	(28)		9		41		26
Loss on extinguishment of debt										Loss on extinguishment of debt	100		—		100		—
Net Operating Income	Net Operating Income	$	118,386	$	115,808	$	354,024	$	350,494	Net Operating Income	$	123,051	$	122,705	$	242,658	$	245,829

Liquidity and Capital Resources

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

•property and land acquisitions;

•expenditures on development and redevelopment projects;

•building improvements, tenant improvements, and leasing costs;

•principal and interest payments on indebtedness;

•general and administrative costs; and

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

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

•cash and cash equivalents on hand;

•net cash from operations;

•proceeds from the sale of assets;

•borrowings under our Credit Facility;

•proceeds from mortgage notes payable;

•proceeds from construction loans;

•proceeds from unsecured loans;

•proceeds from offerings of equity securities; and

•joint venture formations.

As of ~~September~~June 30, ~~2021,~~2022, we had ~~$34.0~~$306.0 million drawn under the ~~Credit~~New Facility ~~and~~with the ability to borrow the remaining ~~$966.0~~$694.0 million, ~~and $5.5~~as well as $4.1 million of cash and cash equivalents. ~~While we~~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.~~future.

Other Debt Information

On May 2, 2022, we entered into a Fifth Amended and Restated Credit Agreement (the "New Facility") under which we may borrow up to $1 billion if certain conditions are satisfied. The New Facility recasts the Credit Facility by, among other things, extending the maturity date to April 30, 2027 and reducing certain variable interest rate spreads and other fees. See note 7 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information.

In June 2021, we entered into an Amended and Restated Term Loan Agreement (the ~~"New Term~~"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 comprised of non-recourse, fixed-rate mortgage notes secured by various real estate assets. We expect to either refinance our non-recourse mortgage loans at maturity or repay the mortgage loans with other capital resources, including our credit facility, unsecured debt, non-recourse mortgages, construction loans, the sale of assets, joint venture equity, the issuance of common stock, the issuance of preferred stock, or the issuance of units of CPLP. Many of our non-recourse mortgages contain covenants that, if not satisfied, could result in acceleration of the maturity of the debt. We expect to either refinance the non-recourse mortgages at maturity or repay the mortgages with proceeds from asset sales, debt, or other capital ~~sources.~~resources. We are in compliance with all covenants of our existing non-recourse mortgages, ~~Credit~~New Facility, unsecured senior notes, and $350 million unsecured term loan.

~~81%~~72% of our debt bears interest at a fixed rate. ~~Our~~Some of our variable-interest debt instruments, including our ~~Credit Facility and New~~ Term Loan, may use LIBOR as a benchmark for establishing the rate. ~~LIBOR~~The London Interbank Offered 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. Effective with the recast mentioned above, our New Facility now uses the Secured Overnight Financing Rate ("SOFR") as a benchmark rate in calculating interest. 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.~~calculations, based on metrics other than LIBOR, including the SOFR.

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

Cash Flows

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


		Nine Months Ended September 30,							Six Months Ended June 30,
		2021		2020		Change			2022		2021		Change
Net cash provided by operating activities	Net cash provided by operating activities	$	298,587	$	259,007	$	39,580	Net cash provided by operating activities	$	157,689	$	167,690	$	(10,001)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(51,406)		178,333		(229,739)		Net cash provided by (used in) investing activities	(193,346)		36,356		(229,702)
Net cash used in financing activities		(246,551)		(416,229)		169,678
Net cash provided by (used in) financing activities								Net cash provided by (used in) financing activities	30,777		(199,136)		229,913

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~~decreased $10.0 million between the 2022 and 2021 ~~and 2020 nine~~six month periods primarily due to timing of receipt of prepaid rents from tenants and a decrease in cash provided by operating distributions from unconsolidated joint ventures driven by the ~~completed development~~sale of ~~and commencement of operations at, Domain 10, Domain 11, Domain 12, and 10000 Avalon~~our interest in ~~2020, and~~ the ~~acquisition of 725 Ponce~~Dimensional Fund Advisors joint venture 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~~used in investing activities ~~decreased~~increased $229.7 million between the 2022 and 2021 ~~and 2020 nine~~six month periods primarily due to the 2021 sale of Burnett Plaza, 2022 redevelopment activity at two of our operating properties, including a full building redevelopment of Promenade Central; pro-rata contributions to the Neuhoff Holdings LLC joint venture to fund the development of the Neuhoff mixed use project that commenced in third quarter 2021; the purchase of ~~725 Ponce~~our partner's 10% interest in ~~July of 2021 and cash received from~~ the ~~sales of the Hearst Tower and Woodcrest operating~~Avalon office properties in ~~2020, combined with the sales~~April 2022; and a first quarter 2021 pro-rata distribution of proceeds from a mortgage note issuance from 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~~provided by financing activities ~~decreased $169.7~~increased $229.9 million between the 2022 and 2021 ~~and 2020 nine~~six month periods primarily due to ~~higher~~the settlement of forward contracts sold under our Equity Distribution Agreement known as at-the-market stock offering program ("ATM program") and an increase in 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 andborrowings on our ~~investment in Neuhoff.~~New Facility.

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

Capital expenditures for assets we develop or acquire and then hold and operate are included in the property acquisition, development, and tenant asset expenditures line item within investing activities on the consolidated statements of cash flows. 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~~three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 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


	Six Months Ended June 30,
	2022		2021
Operating — building improvements	$	76,207	$	35,369
Development	57,815		38,428
Operating — leasing costs	23,722		22,804

Capitalized interest	7,041		2,730
Capitalized personnel costs	4,249		3,107
Change in accrued capital expenditures	3,172		5,398
Purchase of land held-for-investment	—		8,173
Total property acquisition, development, and tenant asset expenditures	$	172,206	$	116,009

Capital expenditures increased ~~$182.1~~$56.2 million between the ~~2021~~2022 and ~~2020~~2021 periods primarily due to 2022 redevelopment activities at two of our operating properties and the ~~acquisition~~start of ~~725 Ponce~~the Domain 9 development project in the ~~third quarter of~~April 2021, partially offset by a land purchase in March 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~~June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		2021	2020		2022	2021
New leases	New leases	$11.83	$10.03	New leases	$11.86	$8.52
Renewal leases	Renewal leases	$6.61	$3.87	Renewal leases	$7.17	$6.66
Expansion leases	Expansion leases	$11.48	$5.05	Expansion leases	$9.17	$11.13

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~~$93.7 million and ~~$131.7~~$90.6 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, 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~~2021 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~~June 30, ~~2021,~~2022, our unconsolidated joint ventures had aggregate outstanding indebtedness to third parties of ~~$317.4~~$239.4 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.~~2021.

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~~June 30, ~~2021~~2022 compared to that as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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.

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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.~~2021. 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~~second quarter of ~~2021.~~2022.

Item 5. Other Information.

Amendments to Articles of Incorporation or Bylaws

The Board periodically reviews the Company's governance documents, including the Company's Amended and Restated Bylaws. On July 26, 2022, the Board approved an amendment and restatement of the Company's Bylaws, effective immediately, in order to, among other things:

•Revise and update to specifically permit the Company to hold virtual or hybrid meetings of the shareholders;

•Revise and update references to the standing committees of the Company, reflecting the division, effective April 26, 2022, of the previously denominated Compensation, Succession, Nominating & Governance Committee into three committees: the Compensation & Human Capital Committee, the Nominating & Governance Committee, and the Sustainability Committee;

•Revise and update to clarify that the members of each of the standing committees and the chair thereof shall be elected at the annual meeting of the Board, and vacancies within any standing committee may be filled by the Board;

•Clarify the procedures to apply in the event of an emergency; and

•Make certain other updates, clarifications, and ministerial and conforming changes.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.2.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

3431

Item 6. Exhibits.


2.1		Agreement and Plan of Merger, dated March 25, 2019, by and among the Registrant, Murphy Subsidiary Holdings Corporation, and TIER REIT, Inc., filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2019, and incorporated herein by reference.

3.1		Restated and Amended Articles of Incorporation of the Registrant, as amended August 9, 1999, filed as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.

3.1.1		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended July 22, 2003, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2003, and incorporated herein by reference.

3.1.2		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit 3(a)(i) to the Registrant’s Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.

3.1.3		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 4, 2010, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 10, 2010, and incorporated herein by reference.

3.1.4		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, as amended May 9, 2014, filed as Exhibit 3.1.4 to the Registrant's Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.

3.1.5		Articles of Amendment to Restated and Amended Articles of Incorporation of Cousins, as amended October 6, 2016 (incorporated by reference from Exhibit 3.1 and Exhibit 3.1.1 to the Registrant's Current Form 8-K filed on October 7, 2016).

3.1.6		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

3.1.7		Articles of Amendment to Restated and Amended Articles of Incorporation of the Registrant, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 14, 2019, and incorporated herein by reference.

3.2		Bylaws of the Registrant, as amended and restated December 4, 2012, filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 7, 2012, and incorporated herein by reference.

3.2.1	†	Bylaws of the Registrant, as amended and restated July 26, 2022 .

10(h)









		Fifth Amended and Restated Credit Agreement, dated as of May 2, 2022, among Cousins Properties Incorporated, as the Borrower (and the Borrower Parties, as defined, and the Guarantors, as defined); JPMorgan Chase Bank, N.A., as Syndication Agent and an L/C issuer, Bank of America, N.A., as Administrative Agent and an L/C Issuer, Truist Bank, as an L/C Issuer, Truist Bank, PNC Bank, National Association, Morgan Stanley Senior Funding, Inc., U.S. Bank National Association, Wells Fargo Bank, National Association, and TD Bank , National Association, as Documentation Agents, and the Other Lenders Party Hereto BofA Securities, Inc. and J.P. Morgan Securities LLC, as Co-Sustainability Structuring Agents J.P. Morgan Chase Bank, N.A., BofA Securities, Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, filed as Exhibit 10(g) to the Registrant's Current Report on Form 8-K filed on May 2, 2022, 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.

3532

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~~July 28, ~~2021~~2022

3633


			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			2523
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3330
Item 4. Controls and Procedures			3330

PART II. OTHER INFORMATION			3431
Item 1. Legal Proceedings			3431
Item 1A. Risk Factors			3431
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3431
Item 5. Other Information			31
Item 6. Exhibits			3532
SIGNATURES			3633


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.


	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


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