UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

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

For the transition period from [ ] to [ ]

HIGHWOODS PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-13100	56-1871668
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

HIGHWOODS REALTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


North Carolina	000-21731	56-1869557
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3100 Smoketree Court, Suite 600

Raleigh, NC 27604

(Address of principal executive offices) (Zip Code)

919-872-4924

(Registrants’ 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, $.01 par value, of Highwoods Properties, Inc.	HIW	New York Stock Exchange

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.

Highwoods Properties, Inc. Yes ☒ No ☐ Highwoods Realty Limited Partnership 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).

Highwoods Properties, Inc. Yes ☒ No ☐ Highwoods Realty Limited Partnership 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.

Highwoods Properties, Inc.

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

Highwoods Realty Limited Partnership

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.

Highwoods Properties, Inc. ☐ Highwoods Realty Limited Partnership ☐

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

Highwoods Properties, Inc. Yes ☐ No ☒ Highwoods Realty Limited Partnership Yes ☐ No ☒

The Company had ~~104,209,513~~105,153,984 shares of Common Stock outstanding as of ~~July 20, 2021.~~April 19, 2022.

EXPLANATORY NOTE

We refer to Highwoods Properties, Inc. as the “Company,” Highwoods Realty Limited Partnership as the “Operating Partnership,” the Company’s common stock as “Common Stock” or “Common Shares,” the Company’s preferred stock as “Preferred Stock” or “Preferred Shares,” the Operating Partnership’s common partnership interests as “Common Units” and the Operating Partnership’s preferred partnership interests as “Preferred Units.” References to “we” and “our” mean the Company and the Operating Partnership, collectively, unless the context indicates otherwise.

The Company conducts its activities through the Operating Partnership and is its sole general partner. The partnership agreement provides that the Operating Partnership will assume and pay when due, or reimburse the Company for payment of, all costs and expenses relating to the ownership and operations of, or for the benefit of, the Operating Partnership. The partnership agreement further provides that all expenses of the Company are deemed to be incurred for the benefit of the Operating Partnership.

Certain information contained herein is presented as of ~~July 20, 2021,~~April 19, 2022, the latest practicable date for financial information prior to the filing of this Quarterly Report.

This report combines the Quarterly Reports on Form 10-Q for the period ended ~~June 30, 2021~~March 31, 2022 of the Company and the Operating Partnership. We believe combining the quarterly reports into this single report results in the following benefits:

•combined reports better reflect how management and investors view the business as a single operating unit;

•combined reports enhance investors’ understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management;

•combined reports are more efficient for the Company and the Operating Partnership and result in savings in time, effort and expense; and

•combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:

•Consolidated Financial Statements;

•Note 13 to Consolidated Financial Statements - Earnings Per Share and Per Unit;

•Item 4 - Controls and Procedures; and

•Item 6 - Certifications of CEO and CFO Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

HIGHWOODS PROPERTIES, INC.

HIGHWOODS REALTY LIMITED PARTNERSHIP

QUARTERLY REPORT FOR THE PERIOD ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS


			Page

PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)			3
HIGHWOODS PROPERTIES, INC.:
Consolidated Balance Sheets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021			3
Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~			4
Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~			5
Consolidated Statements of Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 202 2 and 2021 ~~and 2020~~			6
Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~			87
HIGHWOODS REALTY LIMITED PARTNERSHIP:
Consolidated Balance Sheets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021			109
Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~			1110
Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021			11
Consolidated Statements of Capital for the Three Months Ended March 31, 2022 and ~~2020~~2021			12
Consolidated Statements of ~~Capital~~Cash Flows for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~			13
~~Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020~~			15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			1715
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			3228
Disclosure Regarding Forward-Looking Statements			3228
Executive Summary			3329
Results of Operations			3733
Liquidity and Capital Resources			4034
Critical Accounting Estimates			4437
Non-GAAP Information			4437
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			4740
ITEM 4. CONTROLS AND PROCEDURES			4840

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			4941
ITEM 5. OTHER INFORMATION			4941
ITEM 6. EXHIBITS			4942

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

HIGHWOODS PROPERTIES, INC.

Consolidated Balance Sheets

(Unaudited and in thousands, except share and per share data)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Real estate assets, at cost:	Real estate assets, at cost:					Real estate assets, at cost:
Land	Land	$	489,894	$	466,872	Land	$	548,190	$	549,228
Buildings and tenant improvements	Buildings and tenant improvements	5,139,518		4,981,637		Buildings and tenant improvements	5,735,759		5,718,169
Development in-process	Development in-process	250,338		259,681		Development in-process	11,928		6,890
Land held for development	Land held for development	147,386		131,474		Land held for development	211,512		215,257
		6,027,136		5,839,664			6,507,389		6,489,544
Less-accumulated depreciation	Less-accumulated depreciation	(1,478,227)		(1,418,379)		Less-accumulated depreciation	(1,502,901)		(1,457,511)
Net real estate assets	Net real estate assets	4,548,909		4,421,285		Net real estate assets	5,004,488		5,032,033
Real estate and other assets, net, held for sale	Real estate and other assets, net, held for sale	0		11,360		Real estate and other assets, net, held for sale	6,031		3,518
Cash and cash equivalents	Cash and cash equivalents	6,535		109,322		Cash and cash equivalents	18,669		23,152
Restricted cash	Restricted cash	51,898		79,922		Restricted cash	14,070		8,046
Accounts receivable	Accounts receivable	15,927		27,488		Accounts receivable	17,888		14,002
Mortgages and notes receivable	Mortgages and notes receivable	1,264		1,341		Mortgages and notes receivable	1,203		1,227
Accrued straight-line rents receivable	Accrued straight-line rents receivable	267,603		259,381		Accrued straight-line rents receivable	275,133		268,324
Investments in and advances to unconsolidated affiliates	Investments in and advances to unconsolidated affiliates	714		27,104		Investments in and advances to unconsolidated affiliates	14,275		7,383
Deferred leasing costs, net of accumulated amortization of $140,257 and $151,698, respectively		216,318		209,329
Prepaid expenses and other assets, net of accumulated depreciation of $19,717 and $21,154, respectively		127,853		62,885
Deferred leasing costs, net of accumulated amortization of $149,486 and $143,111, respectively						Deferred leasing costs, net of accumulated amortization of $149,486 and $143,111, respectively	252,207		258,902
Prepaid expenses and other assets, net of accumulated depreciation of $19,515 and $21,408, respectively						Prepaid expenses and other assets, net of accumulated depreciation of $19,515 and $21,408, respectively	81,153		78,551
Total Assets	Total Assets	$	5,237,021	$	5,209,417	Total Assets	$	5,685,117	$	5,695,138
Liabilities, Noncontrolling Interests in the Operating Partnership and Equity:	Liabilities, Noncontrolling Interests in the Operating Partnership and Equity:					Liabilities, Noncontrolling Interests in the Operating Partnership and Equity:
Mortgages and notes payable, net	Mortgages and notes payable, net	$	2,475,902	$	2,470,021	Mortgages and notes payable, net	$	2,827,898	$	2,788,915
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	265,296		268,727		Accounts payable, accrued expenses and other liabilities	250,128		294,976

Total Liabilities	Total Liabilities	2,741,198		2,738,748		Total Liabilities	3,078,026		3,083,891
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Noncontrolling interests in the Operating Partnership	Noncontrolling interests in the Operating Partnership	128,180		112,499		Noncontrolling interests in the Operating Partnership	114,570		111,689
Equity:	Equity:					Equity:
Preferred Stock, $.01 par value, 50,000,000 authorized shares;	Preferred Stock, $.01 par value, 50,000,000 authorized shares;					Preferred Stock, $.01 par value, 50,000,000 authorized shares;
8.625% Series A Cumulative Redeemable Preferred Shares (liquidation preference $1,000 per share), 28,821 and 28,826 shares issued and outstanding, respectively		28,821		28,826
8.625% Series A Cumulative Redeemable Preferred Shares (liquidation preference $1,000 per share), 28,821 shares issued and outstanding						8.625% Series A Cumulative Redeemable Preferred Shares (liquidation preference $1,000 per share), 28,821 shares issued and outstanding	28,821		28,821
Common Stock, $.01 par value, 200,000,000 authorized shares;	Common Stock, $.01 par value, 200,000,000 authorized shares;					Common Stock, $.01 par value, 200,000,000 authorized shares;
104,209,513 and 103,921,546 shares issued and outstanding, respectively		1,042		1,039
105,143,984 and 104,892,780 shares issued and outstanding, respectively						105,143,984 and 104,892,780 shares issued and outstanding, respectively	1,051		1,049
Additional paid-in capital	Additional paid-in capital	2,989,405		2,993,946		Additional paid-in capital	3,034,155		3,027,861
Distributions in excess of net income available for common stockholders	Distributions in excess of net income available for common stockholders	(672,239)		(686,225)		Distributions in excess of net income available for common stockholders	(591,780)		(579,616)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,225)		(1,462)		Accumulated other comprehensive loss	(988)		(973)
Total Stockholders’ Equity	Total Stockholders’ Equity	2,345,804		2,336,124		Total Stockholders’ Equity	2,471,259		2,477,142
Noncontrolling interests in consolidated affiliates	Noncontrolling interests in consolidated affiliates	21,839		22,046		Noncontrolling interests in consolidated affiliates	21,262		22,416
Total Equity	Total Equity	2,367,643		2,358,170		Total Equity	2,492,521		2,499,558
Total Liabilities, Noncontrolling Interests in the Operating Partnership and Equity	Total Liabilities, Noncontrolling Interests in the Operating Partnership and Equity	$	5,237,021	$	5,209,417	Total Liabilities, Noncontrolling Interests in the Operating Partnership and Equity	$	5,685,117	$	5,695,138

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS PROPERTIES, INC.

Consolidated Statements of Income

(Unaudited and in thousands, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Rental and other revenues	Rental and other revenues	$	185,502	$	183,153	$	369,307	$	375,953	Rental and other revenues		$	206,378	$	183,805
Operating expenses:	Operating expenses:									Operating expenses:
Rental property and other expenses	Rental property and other expenses	56,226		55,119		112,415		117,321		Rental property and other expenses		61,422		56,189
Depreciation and amortization	Depreciation and amortization	61,949		59,461		122,876		120,611		Depreciation and amortization		69,667		60,927
Impairments of real estate assets		0		1,778		0		1,778

General and administrative	General and administrative	10,107		10,084		20,059		21,014		General and administrative		13,556		9,952
Total operating expenses	Total operating expenses	128,282		126,442		255,350		260,724		Total operating expenses		144,645		127,068

Interest expense	Interest expense	19,001		19,840		38,769		41,117		Interest expense		24,393		19,768

Other income	Other income	332		588		644		657		Other income		363		312

Gains on disposition of property	Gains on disposition of property	22,862		318		41,799		153,385		Gains on disposition of property		4,100		18,937

Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	431		1,179		1,068		2,142		Equity in earnings of unconsolidated affiliates		300		637

Net income	Net income	61,844		38,956		118,699		230,296		Net income		42,103		56,855
Net (income) attributable to noncontrolling interests in the Operating Partnership	Net (income) attributable to noncontrolling interests in the Operating Partnership	(1,624)		(1,017)		(3,117)		(5,977)		Net (income) attributable to noncontrolling interests in the Operating Partnership		(965)		(1,493)
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Dividends on Preferred Stock	Dividends on Preferred Stock	(621)		(622)		(1,243)		(1,244)		Dividends on Preferred Stock		(621)		(622)

Net income available for common stockholders	Net income available for common stockholders	$	59,305	$	37,028	$	113,764	$	222,501	Net income available for common stockholders		$	40,260	$	54,459
Earnings per Common Share – basic:	Earnings per Common Share – basic:									Earnings per Common Share – basic:

Net income available for common stockholders	Net income available for common stockholders	$	0.57	$	0.36	$	1.09	$	2.14	Net income available for common stockholders		$	0.38	$	0.52
Weighted average Common Shares outstanding – basic	Weighted average Common Shares outstanding – basic	104,106		103,886		104,035		103,849		Weighted average Common Shares outstanding – basic		104,933		103,963
Earnings per Common Share – diluted:	Earnings per Common Share – diluted:									Earnings per Common Share – diluted:

Net income available for common stockholders	Net income available for common stockholders	$	0.57	$	0.36	$	1.09	$	2.14	Net income available for common stockholders		$	0.38	$	0.52
Weighted average Common Shares outstanding – diluted	Weighted average Common Shares outstanding – diluted	106,964		106,730		106,887		106,681		Weighted average Common Shares outstanding – diluted		107,453		106,810

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS PROPERTIES, INC.

Consolidated Statements of Comprehensive Income

(Unaudited and in thousands)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Other comprehensive income/(loss):	Other comprehensive income/(loss):									Other comprehensive income/(loss):

Unrealized losses on cash flow hedges		(11)		(103)		(11)		(1,236)

Amortization of cash flow hedges	Amortization of cash flow hedges	126		75		248		3		Amortization of cash flow hedges		(15)		122
Total other comprehensive income/(loss)	Total other comprehensive income/(loss)	115		(28)		237		(1,233)		Total other comprehensive income/(loss)		(15)		122
Total comprehensive income	Total comprehensive income	61,959		38,928		118,936		229,063		Total comprehensive income		42,088		56,977
Less-comprehensive (income) attributable to noncontrolling interests	Less-comprehensive (income) attributable to noncontrolling interests	(1,918)		(1,306)		(3,692)		(6,551)		Less-comprehensive (income) attributable to noncontrolling interests		(1,222)		(1,774)
Comprehensive income attributable to common stockholders	Comprehensive income attributable to common stockholders	$	60,041	$	37,622	$	115,244	$	222,512	Comprehensive income attributable to common stockholders		$	40,866	$	55,203

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS PROPERTIES, INC.

Consolidated Statements of Equity

(Unaudited and in thousands, except share amounts)


		Three Months Ended June 30, 2021																Three Months Ended March 31, 2022
		Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total			Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total
Balance at March 31, 2021		104,055,152	$	1,041	$	28,826	$	2,986,462	$	(1,340)	$	21,545	$	(681,613)	$	2,354,921
Balance at December 31, 2021																	Balance at December 31, 2021	104,892,780	$	1,049	$	28,821	$	3,027,861	$	(973)	$	22,416	$	(579,616)	$	2,499,558
Issuances of Common Stock, net of issuance costs and tax withholdings	Issuances of Common Stock, net of issuance costs and tax withholdings	158,188	1		—		7,094		—		—		—		7,095		Issuances of Common Stock, net of issuance costs and tax withholdings	69,821	—		—		4,173		—		—		—		4,173
Conversions of Common Units to Common Stock		1,000	—		—		44		—		—		—		44
Dividends on Common Stock ($0.48 per share)			—		—		—		—		—		(49,931)		(49,931)

Dividends on Common Stock ($0.50 per share)																	Dividends on Common Stock ($0.50 per share)		—		—		—		—		—		(52,424)		(52,424)
Dividends on Preferred Stock ($21.5625 per share)	Dividends on Preferred Stock ($21.5625 per share)		—		—		—		—		—		(621)		(621)		Dividends on Preferred Stock ($21.5625 per share)		—		—		—		—		—		(621)		(621)
Adjustment of noncontrolling interests in the Operating Partnership to fair value	Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		(6,068)		—		—		—		(6,068)		Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		(3,168)		—		—		—		(3,168)

Distributions to noncontrolling interests in consolidated affiliates																	Distributions to noncontrolling interests in consolidated affiliates		—		—		—		—		(1,411)		—		(1,411)

Issuances of restricted stock	Issuances of restricted stock	1,484	—		—		—		—		—		—		0		Issuances of restricted stock	181,383	—		—		—		—		—		—		—
Redemptions/repurchases of Preferred Stock			—		(5)		—		—		—		—		(5)

Share-based compensation expense, net of forfeitures	Share-based compensation expense, net of forfeitures	(6,311)	0		—		1,873		—		—		—		1,873		Share-based compensation expense, net of forfeitures	—	2		—		5,289		—		—		—		5,291
Net (income) attributable to noncontrolling interests in the Operating Partnership	Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(1,624)		(1,624)		Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(965)		(965)
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		294		(294)		0		Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		257		(257)		—
Comprehensive income:	Comprehensive income:																Comprehensive income:
Net income	Net income		—		—		—		—		—		61,844		61,844		Net income		—		—		—		—		—		42,103		42,103
Other comprehensive income			—		—		—		115		—		—		115
Other comprehensive loss																	Other comprehensive loss		—		—		—		(15)		—		—		(15)
Total comprehensive income	Total comprehensive income														61,959		Total comprehensive income														42,088
Balance at June 30, 2021		104,209,513	$	1,042	$	28,821	$	2,989,405	$	(1,225)	$	21,839	$	(672,239)	$	2,367,643
Balance at March 31, 2022																	Balance at March 31, 2022	105,143,984	$	1,051	$	28,821	$	3,034,155	$	(988)	$	21,262	$	(591,780)	$	2,492,521

Six Months Ended June 30, 2021
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Loss Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
Balance at December 31, 2020 103,921,546 $ 1,039 $ 28,826 $ 2,993,946 $ (1,462) $ 22,046 $ (686,225) $ 2,358,170
Issuances of Common Stock, net of issuance costs and tax withholdings 109,130 1 — 5,896 — — — 5,897
Conversions of Common Units to Common Stock 1,000 — — 44 — — — 44
Dividends on Common Stock ($0.96 per share) — — — — — (99,778) (99,778)
Dividends on Preferred Stock ($43.125 per share) — — — — — (1,243) (1,243)
Adjustment of noncontrolling interests in the Operating Partnership to fair value — — (15,334) — — — (15,334)
Distributions to noncontrolling interests in consolidated affiliates — — — — (782) — (782)
Issuances of restricted stock 184,584 — — — — — — 0
Redemptions/repurchases of Preferred Stock — (5) — — — — (5)
Share-based compensation expense, net of forfeitures (6,747) 2 — 4,853 — — — 4,855
Net (income) attributable to noncontrolling interests in the Operating Partnership — — — — — (3,117) (3,117)
Net (income) attributable to noncontrolling interests in consolidated affiliates — — — — 575 (575) 0
Comprehensive income:
Net income — — — — — 118,699 118,699
Other comprehensive income — — — 237 — — 237
Total comprehensive income 118,936
Balance at June 30, 2021 104,209,513 $ 1,042 $ 28,821 $ 2,989,405 $ (1,225) $ 21,839 $ (672,239) $ 2,367,643


	Three Months Ended March 31, 2021
	Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total
Balance at December 31, 2020	103,921,546	$	1,039	$	28,826	$	2,993,946	$	(1,462)	$	22,046	$	(686,225)	$	2,358,170
Issuances of Common Stock, net of issuance costs and tax withholdings	(49,058)	—		—		(1,198)		—		—		—		(1,198)

Dividends on Common Stock ($0.48 per share)		—		—		—		—		—		(49,847)		(49,847)
Dividends on Preferred Stock ($21.5625 per share)		—		—		—		—		—		(622)		(622)
Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		(9,266)		—		—		—		(9,266)
Distributions to noncontrolling interests in consolidated affiliates		—		—		—		—		(782)		—		(782)

Issuances of restricted stock	183,100	—		—		—		—		—		—		—

Share-based compensation expense, net of forfeitures	(436)	2		—		2,980		—		—		—		2,982
Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(1,493)		(1,493)
Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		281		(281)		—
Comprehensive income:
Net income		—		—		—		—		—		56,855		56,855
Other comprehensive income		—		—		—		122		—		—		122
Total comprehensive income														56,977
Balance at March 31, 2021	104,055,152	$	1,041	$	28,826	$	2,986,462	$	(1,340)	$	21,545	$	(681,613)	$	2,354,921

See accompanying notes to consolidated financial statements.

~~Table of Contents~~

~~HIGHWOODS PROPERTIES, INC.~~

~~Consolidated Statements of Equity - Continued~~

~~(Unaudited and in thousands, except share amounts)~~

Three Months Ended June 30, 2020
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Loss Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
Balance at March 31, 2020 103,885,918 $ 1,039 $ 28,856 $ 3,000,614 $ (1,676) $ 22,097 $ (696,070) $ 2,354,860
Issuances of Common Stock, net of issuance costs and tax withholdings 11,018 — — 362 — — — 362
Dividends on Common Stock ($0.48 per share) — — — — — (49,861) (49,861)
Dividends on Preferred Stock ($21.5625 per share) — — — — — (622) (622)
Adjustment of noncontrolling interests in the Operating Partnership to fair value — — (5,776) — — — (5,776)
Distributions to noncontrolling interests in consolidated affiliates — — — — (631) — (631)
Redemptions/repurchases of Preferred Stock — (13) — — — — (13)
Share-based compensation expense, net of forfeitures 0 0 — 1,242 — — — 1,242
Net (income) attributable to noncontrolling interests in the Operating Partnership — — — — — (1,017) (1,017)
Net (income) attributable to noncontrolling interests in consolidated affiliates — — — — 289 (289) 0
Comprehensive income:
Net income — — — — — 38,956 38,956
Other comprehensive loss — — — (28) — — (28)
Total comprehensive income 38,928
Balance at June 30, 2020 103,896,936 $ 1,039 $ 28,843 $ 2,996,442 $ (1,704) $ 21,755 $ (708,903) $ 2,337,472

Six Months Ended June 30, 2020
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Loss Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
Balance at December 31, 2019 103,756,046 $ 1,038 $ 28,859 $ 2,954,779 $ (471) $ 22,010 $ (831,808) $ 2,174,407
Issuances of Common Stock, net of issuance costs and tax withholdings (2,248) 0 — 1,401 — — — 1,401
Dividends on Common Stock ($0.96 per share) — — — — — (99,596) (99,596)
Dividends on Preferred Stock ($43.125 per share) — — — — — (1,244) (1,244)
Adjustment of noncontrolling interests in the Operating Partnership to fair value — — 36,525 — — — 36,525
Distributions to noncontrolling interests in consolidated affiliates — — — — (829) — (829)
Issuances of restricted stock 149,304 — — — — — — 0
Redemptions/repurchases of Preferred Stock — (16) — — — — (16)
Share-based compensation expense, net of forfeitures (6,166) 1 — 3,737 — — — 3,738
Net (income) attributable to noncontrolling interests in the Operating Partnership — — — — — (5,977) (5,977)
Net (income) attributable to noncontrolling interests in consolidated affiliates — — — — 574 (574) 0
Comprehensive income:
Net income — — — — — 230,296 230,296
Other comprehensive loss — — — (1,233) — — (1,233)
Total comprehensive income 229,063
Balance at June 30, 2020 103,896,936 $ 1,039 $ 28,843 $ 2,996,442 $ (1,704) $ 21,755 $ (708,903) $ 2,337,472

~~See accompanying notes to consolidated financial statements.~~

Table of Contents

HIGHWOODS PROPERTIES, INC.

Consolidated Statements of Cash Flows

(Unaudited and in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	118,699	$	230,296	Net income	$	42,103	$	56,855
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:
Depreciation and amortization	Depreciation and amortization	122,876		120,611		Depreciation and amortization	69,667		60,927
Amortization of lease incentives and acquisition-related intangible assets and liabilities	Amortization of lease incentives and acquisition-related intangible assets and liabilities	(1,439)		(1,278)		Amortization of lease incentives and acquisition-related intangible assets and liabilities	(87)		(704)
Share-based compensation expense	Share-based compensation expense	4,855		3,738		Share-based compensation expense	5,291		2,982

Net credit losses/(reversals) on operating lease receivables		(489)		2,333
Net credit losses on operating lease receivables						Net credit losses on operating lease receivables	366		237

Accrued interest on mortgages and notes receivable	Accrued interest on mortgages and notes receivable	(54)		(61)		Accrued interest on mortgages and notes receivable	(24)		(27)
Amortization of debt issuance costs	Amortization of debt issuance costs	1,661		1,533		Amortization of debt issuance costs	942		792
Amortization of cash flow hedges	Amortization of cash flow hedges	248		3		Amortization of cash flow hedges	(15)		122
Amortization of mortgages and notes payable fair value adjustments	Amortization of mortgages and notes payable fair value adjustments	776		852		Amortization of mortgages and notes payable fair value adjustments	(20)		411
Impairments of real estate assets		0		1,778

Losses on debt extinguishment	Losses on debt extinguishment	134		0		Losses on debt extinguishment	—		76
Net gains on disposition of property	Net gains on disposition of property	(41,799)		(153,385)		Net gains on disposition of property	(4,100)		(18,937)

Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	(1,068)		(2,142)		Equity in earnings of unconsolidated affiliates	(300)		(637)

Distributions of earnings from unconsolidated affiliates	Distributions of earnings from unconsolidated affiliates	1,402		407		Distributions of earnings from unconsolidated affiliates	591		395

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	6,694		(1,031)		Accounts receivable	(1,038)		6,658
Prepaid expenses and other assets	Prepaid expenses and other assets	(5,642)		(8,320)		Prepaid expenses and other assets	(4,529)		(5,544)
Accrued straight-line rents receivable	Accrued straight-line rents receivable	(7,638)		(21,522)		Accrued straight-line rents receivable	(7,224)		(4,245)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(1,801)		6,403		Accounts payable, accrued expenses and other liabilities	(27,545)		(16,381)
Net cash provided by operating activities	Net cash provided by operating activities	197,415		180,215		Net cash provided by operating activities	74,078		82,980
Investing activities:	Investing activities:					Investing activities:
Investments in acquired real estate and related intangible assets, net of cash acquired		(120)		(2,363)

Investments in development in-process	Investments in development in-process	(54,365)		(83,071)		Investments in development in-process	(13,315)		(19,789)
Investments in tenant improvements and deferred leasing costs	Investments in tenant improvements and deferred leasing costs	(44,827)		(85,544)		Investments in tenant improvements and deferred leasing costs	(30,273)		(22,939)
Investments in building improvements	Investments in building improvements	(24,109)		(30,312)		Investments in building improvements	(15,413)		(14,422)
Investment in acquired controlling interest in unconsolidated affiliate	Investment in acquired controlling interest in unconsolidated affiliate	(127,339)		0		Investment in acquired controlling interest in unconsolidated affiliate	—		(127,339)
Net proceeds from disposition of real estate assets	Net proceeds from disposition of real estate assets	71,501		334,366		Net proceeds from disposition of real estate assets	9,469		30,242

Distributions of capital from unconsolidated affiliates		0		72

Investments in mortgages and notes receivable	Investments in mortgages and notes receivable	(23)		(32)		Investments in mortgages and notes receivable	(24)		—
Repayments of mortgages and notes receivable	Repayments of mortgages and notes receivable	154		154		Repayments of mortgages and notes receivable	72		76
Investments in and advances to unconsolidated affiliates						Investments in and advances to unconsolidated affiliates	(7,378)		—

Payments of earnest money deposits		(55,000)		0
Changes in other investing activities	Changes in other investing activities	5,711		(3,541)		Changes in other investing activities	(2,555)		(746)
Net cash provided by/(used in) investing activities		(228,417)		129,729
Net cash used in investing activities						Net cash used in investing activities	(59,417)		(154,917)
Financing activities:	Financing activities:					Financing activities:
Dividends on Common Stock	Dividends on Common Stock	(99,778)		(99,596)		Dividends on Common Stock	(52,424)		(49,847)

Redemptions/repurchases of Preferred Stock		(5)		(16)

Dividends on Preferred Stock	Dividends on Preferred Stock	(1,243)		(1,244)		Dividends on Preferred Stock	(621)		(622)
Distributions to noncontrolling interests in the Operating Partnership	Distributions to noncontrolling interests in the Operating Partnership	(2,726)		(2,728)		Distributions to noncontrolling interests in the Operating Partnership	(1,252)		(1,363)

Distributions to noncontrolling interests in consolidated affiliates	Distributions to noncontrolling interests in consolidated affiliates	(782)		(829)		Distributions to noncontrolling interests in consolidated affiliates	(1,411)		(782)
Proceeds from the issuance of Common Stock	Proceeds from the issuance of Common Stock	7,763		2,753		Proceeds from the issuance of Common Stock	6,501		493
Costs paid for the issuance of Common Stock	Costs paid for the issuance of Common Stock	(185)		(228)		Costs paid for the issuance of Common Stock	(183)		(10)
Repurchase of shares related to tax withholdings	Repurchase of shares related to tax withholdings	(1,681)		(1,124)		Repurchase of shares related to tax withholdings	(2,145)		(1,681)
Borrowings on revolving credit facility	Borrowings on revolving credit facility	230,000		129,000		Borrowings on revolving credit facility	70,000		—
Repayments of revolving credit facility	Repayments of revolving credit facility	(75,000)		(336,000)		Repayments of revolving credit facility	(30,000)		—

Repayments of mortgages and notes payable	Repayments of mortgages and notes payable	(151,006)		(967)		Repayments of mortgages and notes payable	(1,585)		(501)

Changes in debt issuance costs and other financing activities	Changes in debt issuance costs and other financing activities	(5,166)		0		Changes in debt issuance costs and other financing activities	—		(4,616)
Net cash used in financing activities	Net cash used in financing activities	(99,809)		(310,979)		Net cash used in financing activities	(13,120)		(58,929)
Net decrease in cash and cash equivalents and restricted cash		$	(130,811)	$	(1,035)
Net increase/(decrease) in cash and cash equivalents and restricted cash						Net increase/(decrease) in cash and cash equivalents and restricted cash	$	1,541	$	(130,866)

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS PROPERTIES, INC.

Consolidated Statements of Cash Flows – Continued

(Unaudited and in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Net decrease in cash and cash equivalents and restricted cash		$	(130,811)	$	(1,035)
Net increase/(decrease) in cash and cash equivalents and restricted cash						Net increase/(decrease) in cash and cash equivalents and restricted cash	$	1,541	$	(130,866)
Cash and cash equivalents and restricted cash at beginning of the period	Cash and cash equivalents and restricted cash at beginning of the period	189,244		14,742		Cash and cash equivalents and restricted cash at beginning of the period	31,198		189,244
Cash and cash equivalents and restricted cash at end of the period	Cash and cash equivalents and restricted cash at end of the period	$	58,433	$	13,707	Cash and cash equivalents and restricted cash at end of the period	$	32,739	$	58,378

Reconciliation of cash and cash equivalents and restricted cash:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	6,535	$	4,752	Cash and cash equivalents at end of the period	$	18,669	$	49,279
Restricted cash at end of the period	Restricted cash at end of the period	51,898		8,955		Restricted cash at end of the period	14,070		9,099
Cash and cash equivalents and restricted cash at end of the period	Cash and cash equivalents and restricted cash at end of the period	$	58,433	$	13,707	Cash and cash equivalents and restricted cash at end of the period	$	32,739	$	58,378

Supplemental disclosure of cash flow information:

Six Months Ended
June 30,
2021 2020
Cash paid for interest, net of amounts capitalized $ 36,071 $ 38,424


	Three Months Ended March 31,
	2022		2021
Cash paid for interest, net of amounts capitalized	$	34,380	$	27,646

Supplemental disclosure of non-cash investing and financing activities:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022	2021
Unrealized losses on cash flow hedges		$	(11)	$	(1,236)
Conversions of Common Units to Common Stock		44		0

Changes in accrued capital expenditures (1)	Changes in accrued capital expenditures (1)	(23,599)		(18,819)		Changes in accrued capital expenditures (1)	(17,115)	(454)
Write-off of fully depreciated real estate assets	Write-off of fully depreciated real estate assets	36,798		22,630		Write-off of fully depreciated real estate assets	12,183	15,468
Write-off of fully amortized leasing costs	Write-off of fully amortized leasing costs	28,575		10,564		Write-off of fully amortized leasing costs	6,150	12,848
Write-off of fully amortized debt issuance costs	Write-off of fully amortized debt issuance costs	4,158		0		Write-off of fully amortized debt issuance costs	—	2,983

Adjustment of noncontrolling interests in the Operating Partnership to fair value	Adjustment of noncontrolling interests in the Operating Partnership to fair value	15,334		(36,525)		Adjustment of noncontrolling interests in the Operating Partnership to fair value	3,168	9,266

Issuances of Common Units to acquire real estate assets		0		6,163

Contingent consideration in connection with the acquisition of land		0		1,500

Future consideration in connection with the acquisition of land		16,000		0

__________

(1)Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities at ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were ~~$42.3~~$37.5 million and ~~$49.1~~$65.5 million, respectively.

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS REALTY LIMITED PARTNERSHIP

Consolidated Balance Sheets

(Unaudited and in thousands, except unit and per unit data)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Real estate assets, at cost:	Real estate assets, at cost:					Real estate assets, at cost:
Land	Land	$	489,894	$	466,872	Land	$	548,190	$	549,228
Buildings and tenant improvements	Buildings and tenant improvements	5,139,518		4,981,637		Buildings and tenant improvements	5,735,759		5,718,169
Development in-process	Development in-process	250,338		259,681		Development in-process	11,928		6,890
Land held for development	Land held for development	147,386		131,474		Land held for development	211,512		215,257
		6,027,136		5,839,664			6,507,389		6,489,544
Less-accumulated depreciation	Less-accumulated depreciation	(1,478,227)		(1,418,379)		Less-accumulated depreciation	(1,502,901)		(1,457,511)
Net real estate assets	Net real estate assets	4,548,909		4,421,285		Net real estate assets	5,004,488		5,032,033
Real estate and other assets, net, held for sale	Real estate and other assets, net, held for sale	0		11,360		Real estate and other assets, net, held for sale	6,031		3,518
Cash and cash equivalents	Cash and cash equivalents	6,535		109,322		Cash and cash equivalents	18,669		23,152
Restricted cash	Restricted cash	51,898		79,922		Restricted cash	14,070		8,046
Accounts receivable	Accounts receivable	15,927		27,488		Accounts receivable	17,888		14,002
Mortgages and notes receivable	Mortgages and notes receivable	1,264		1,341		Mortgages and notes receivable	1,203		1,227
Accrued straight-line rents receivable	Accrued straight-line rents receivable	267,603		259,381		Accrued straight-line rents receivable	275,133		268,324
Investments in and advances to unconsolidated affiliates	Investments in and advances to unconsolidated affiliates	714		27,104		Investments in and advances to unconsolidated affiliates	14,275		7,383
Deferred leasing costs, net of accumulated amortization of $140,257 and $151,698, respectively		216,318		209,329
Prepaid expenses and other assets, net of accumulated depreciation of $19,717 and $21,154, respectively		127,853		62,885
Deferred leasing costs, net of accumulated amortization of $149,486 and $143,111, respectively						Deferred leasing costs, net of accumulated amortization of $149,486 and $143,111, respectively	252,207		258,902
Prepaid expenses and other assets, net of accumulated depreciation of $19,515 and $21,408, respectively						Prepaid expenses and other assets, net of accumulated depreciation of $19,515 and $21,408, respectively	81,153		78,551
Total Assets	Total Assets	$	5,237,021	$	5,209,417	Total Assets	$	5,685,117	$	5,695,138
Liabilities, Redeemable Operating Partnership Units and Capital:	Liabilities, Redeemable Operating Partnership Units and Capital:					Liabilities, Redeemable Operating Partnership Units and Capital:
Mortgages and notes payable, net	Mortgages and notes payable, net	$	2,475,902	$	2,470,021	Mortgages and notes payable, net	$	2,827,898	$	2,788,915
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	265,296		268,727		Accounts payable, accrued expenses and other liabilities	250,128		294,976

Total Liabilities	Total Liabilities	2,741,198		2,738,748		Total Liabilities	3,078,026		3,083,891
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Redeemable Operating Partnership Units:	Redeemable Operating Partnership Units:					Redeemable Operating Partnership Units:
Common Units, 2,837,725 and 2,838,725 outstanding, respectively		128,180		112,499
Series A Preferred Units (liquidation preference $1,000 per unit), 28,821 and 28,826 units issued and outstanding, respectively		28,821		28,826
Common Units, 2,504,805 outstanding						Common Units, 2,504,805 outstanding	114,570		111,689
Series A Preferred Units (liquidation preference $1,000 per unit), 28,821 units issued and outstanding						Series A Preferred Units (liquidation preference $1,000 per unit), 28,821 units issued and outstanding	28,821		28,821
Total Redeemable Operating Partnership Units	Total Redeemable Operating Partnership Units	157,001		141,325		Total Redeemable Operating Partnership Units	143,391		140,510
Capital:	Capital:					Capital:
Common Units:	Common Units:					Common Units:
General partner Common Units, 1,066,384 and 1,063,515 outstanding, respectively		23,182		23,087
Limited partner Common Units, 102,734,320 and 102,449,222 outstanding, respectively		2,295,026		2,285,673
General partner Common Units, 1,072,400 and 1,069,888 outstanding, respectively						General partner Common Units, 1,072,400 and 1,069,888 outstanding, respectively	24,433		24,492
Limited partner Common Units, 103,662,775 and 103,414,083 outstanding, respectively						Limited partner Common Units, 103,662,775 and 103,414,083 outstanding, respectively	2,418,993		2,424,802
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,225)		(1,462)		Accumulated other comprehensive loss	(988)		(973)
Noncontrolling interests in consolidated affiliates	Noncontrolling interests in consolidated affiliates	21,839		22,046		Noncontrolling interests in consolidated affiliates	21,262		22,416
Total Capital	Total Capital	2,338,822		2,329,344		Total Capital	2,463,700		2,470,737
Total Liabilities, Redeemable Operating Partnership Units and Capital	Total Liabilities, Redeemable Operating Partnership Units and Capital	$	5,237,021	$	5,209,417	Total Liabilities, Redeemable Operating Partnership Units and Capital	$	5,685,117	$	5,695,138

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS REALTY LIMITED PARTNERSHIP

Consolidated Statements of Income

(Unaudited and in thousands, except per unit amounts)


	Three Months Ended March 31,
		2022		2021
Rental and other revenues		$	206,378	$	183,805
Operating expenses:
Rental property and other expenses		61,422		56,189
Depreciation and amortization		69,667		60,927

General and administrative		13,556		9,952
Total operating expenses		144,645		127,068




Interest expense		24,393		19,768



Other income		363		312

Gains on disposition of property		4,100		18,937



Equity in earnings of unconsolidated affiliates		300		637






Net income		42,103		56,855
Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Distributions on Preferred Units		(621)		(622)

Net income available for common unitholders		$	41,225	$	55,952
Earnings per Common Unit – basic:


Net income available for common unitholders		$	0.39	$	0.53
Weighted average Common Units outstanding – basic		107,029		106,393
Earnings per Common Unit – diluted:


Net income available for common unitholders		$	0.39	$	0.53
Weighted average Common Units outstanding – diluted		107,044		106,401

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS REALTY LIMITED PARTNERSHIP

Consolidated Statements of Comprehensive Income

(Unaudited and in ~~thousands, except per unit amounts)~~thousands)

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Rental and other revenues $ 185,502 $ 183,153 $ 369,307 $ 375,953
Operating expenses:
Rental property and other expenses 56,226 55,119 112,415 117,321
Depreciation and amortization 61,949 59,461 122,876 120,611
Impairments of real estate assets 0 1,778 0 1,778
General and administrative 10,107 10,084 20,059 21,014
Total operating expenses 128,282 126,442 255,350 260,724
Interest expense 19,001 19,840 38,769 41,117
Other income 332 588 644 657
Gains on disposition of property 22,862 318 41,799 153,385
Equity in earnings of unconsolidated affiliates 431 1,179 1,068 2,142
Net income 61,844 38,956 118,699 230,296
Net (income) attributable to noncontrolling interests in consolidated affiliates (294) (289) (575) (574)
Distributions on Preferred Units (621) (622) (1,243) (1,244)
Net income available for common unitholders $ 60,929 $ 38,045 $ 116,881 $ 228,478
Earnings per Common Unit – basic:
Net income available for common unitholders $ 0.57 $ 0.36 $ 1.10 $ 2.15
Weighted average Common Units outstanding – basic 106,535 106,319 106,464 106,259
Earnings per Common Unit – diluted:
Net income available for common unitholders $ 0.57 $ 0.36 $ 1.10 $ 2.15
Weighted average Common Units outstanding – diluted 106,555 106,321 106,478 106,272


	Three Months Ended March 31,
		2022		2021
Comprehensive income:
Net income		$	42,103	$	56,855
Other comprehensive income/(loss):


Amortization of cash flow hedges		(15)		122
Total other comprehensive income/(loss)		(15)		122
Total comprehensive income		42,088		56,977
Less-comprehensive (income) attributable to noncontrolling interests		(257)		(281)
Comprehensive income attributable to common unitholders		$	41,831	$	56,696

See accompanying notes to consolidated financial statements.

Table of Contents

HIGHWOODS REALTY LIMITED PARTNERSHIP

~~Consolidated Statements of Comprehensive Income~~

~~(Unaudited and in thousands)~~

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Comprehensive income:
Net income $ 61,844 $ 38,956 $ 118,699 $ 230,296
Other comprehensive income/(loss):
Unrealized losses on cash flow hedges (11) (103) (11) (1,236)
Amortization of cash flow hedges 126 75 248 3
Total other comprehensive income/(loss) 115 (28) 237 (1,233)
Total comprehensive income 61,959 38,928 118,936 229,063
Less-comprehensive (income) attributable to noncontrolling interests (294) (289) (575) (574)
Comprehensive income attributable to common unitholders $ 61,665 $ 38,639 $ 118,361 $ 228,489

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~HIGHWOODS REALTY LIMITED PARTNERSHIP~~

Consolidated Statements of Capital

(Unaudited and in thousands)


		Three Months Ended June 30, 2021											Three Months Ended March 31, 2022
		Common Units				Accumulated Other Comprehensive Loss		Noncontrolling Interests in Consolidated Affiliates		Total			Common Units				Accumulated Other Comprehensive Loss		Noncontrolling Interests in Consolidated Affiliates		Total
		General Partners’ Capital		Limited Partners’ Capital									General Partners’ Capital		Limited Partners’ Capital
Balance at March 31, 2021		$	23,059	$	2,282,831	$	(1,340)	$	21,545	$	2,326,095
Balance at December 31, 2021												Balance at December 31, 2021	$	24,492	$	2,424,802	$	(973)	$	22,416	$	2,470,737
Issuances of Common Units, net of issuance costs and tax withholdings	Issuances of Common Units, net of issuance costs and tax withholdings	71		7,024		—		—		7,095		Issuances of Common Units, net of issuance costs and tax withholdings	42		4,131		—		—		4,173

Distributions on Common Units ($0.48 per unit)		(511)		(50,587)		—		—		(51,098)
Distributions on Common Units ($0.50 per unit)												Distributions on Common Units ($0.50 per unit)	(535)		(52,936)		—		—		(53,471)
Distributions on Preferred Units ($21.5625 per unit)	Distributions on Preferred Units ($21.5625 per unit)	(6)		(615)		—		—		(621)		Distributions on Preferred Units ($21.5625 per unit)	(6)		(615)		—		—		(621)
Share-based compensation expense, net of forfeitures	Share-based compensation expense, net of forfeitures	19		1,854		—		—		1,873		Share-based compensation expense, net of forfeitures	53		5,238		—		—		5,291

Distributions to noncontrolling interests in consolidated affiliates												Distributions to noncontrolling interests in consolidated affiliates	—		—		—		(1,411)		(1,411)

Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner	Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner	(65)		(6,416)		—		—		(6,481)		Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner	(31)		(3,055)		—		—		(3,086)
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(3)		(291)		—		294		0		Net (income) attributable to noncontrolling interests in consolidated affiliates	(3)		(254)		—		257		—
Comprehensive income:	Comprehensive income:											Comprehensive income:
Net income	Net income	618		61,226		—		—		61,844		Net income	421		41,682		—		—		42,103
Other comprehensive income		—		—		115		—		115
Other comprehensive loss												Other comprehensive loss	—		—		(15)		—		(15)
Total comprehensive income	Total comprehensive income									61,959		Total comprehensive income									42,088
Balance at June 30, 2021		$	23,182	$	2,295,026	$	(1,225)	$	21,839	$	2,338,822
Balance at March 31, 2022												Balance at March 31, 2022	$	24,433	$	2,418,993	$	(988)	$	21,262	$	2,463,700

Six Months Ended June 30, 2021
Common Units Accumulated
Other
Comprehensive Loss Noncontrolling
Interests in
Consolidated
Affiliates Total
General
Partners’
Capital Limited
Partners’
Capital
Balance at December 31, 2020 $ 23,087 $ 2,285,673 $ (1,462) $ 22,046 $ 2,329,344
Issuances of Common Units, net of issuance costs and tax withholdings 59 5,838 — — 5,897
Distributions on Common Units ($0.96 per unit) (1,021) (101,091) — — (102,112)
Distributions on Preferred Units ($43.125 per unit) (12) (1,231) — — (1,243)
Share-based compensation expense, net of forfeitures 49 4,806 — — 4,855
Distributions to noncontrolling interests in consolidated affiliates — — — (782) (782)
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner (161) (15,912) — — (16,073)
Net (income) attributable to noncontrolling interests in consolidated affiliates (6) (569) 575 0
Comprehensive income:
Net income 1,187 117,512 — — 118,699
Other comprehensive income — — 237 — 237
Total comprehensive income 118,936
Balance at June 30, 2021 $ 23,182 $ 2,295,026 $ (1,225) $ 21,839 $ 2,338,822


	Three Months Ended March 31, 2021
	Common Units				Accumulated Other Comprehensive Loss		Noncontrolling Interests in Consolidated Affiliates		Total
	General Partners’ Capital		Limited Partners’ Capital
Balance at December 31, 2020	$	23,087	$	2,285,673	$	(1,462)	$	22,046	$	2,329,344
Issuances of Common Units, net of issuance costs and tax withholdings	(12)		(1,186)		—		—		(1,198)

Distributions on Common Units ($0.48 per unit)	(510)		(50,504)		—		—		(51,014)
Distributions on Preferred Units ($21.5625 per unit)	(6)		(616)		—		—		(622)
Share-based compensation expense, net of forfeitures	30		2,952		—		—		2,982
Distributions to noncontrolling interests in consolidated affiliates	—		—		—		(782)		(782)

Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner	(96)		(9,496)		—		—		(9,592)
Net (income) attributable to noncontrolling interests in consolidated affiliates	(3)		(278)		—		281		—
Comprehensive income:
Net income	569		56,286		—		—		56,855
Other comprehensive income	—		—		122		—		122
Total comprehensive income									56,977
Balance at March 31, 2021	$	23,059	$	2,282,831	$	(1,340)	$	21,545	$	2,326,095

See accompanying notes to consolidated financial statements.

~~Table of Contents~~

~~HIGHWOODS REALTY LIMITED PARTNERSHIP~~

~~Consolidated Statements of Capital - Continued~~

~~(Unaudited and in thousands)~~

Three Months Ended June 30, 2020
Common Units Accumulated
Other
Comprehensive Loss Noncontrolling
Interests in
Consolidated
Affiliates Total
General
Partners’
Capital Limited
Partners’
Capital
Balance at March 31, 2020 $ 23,055 $ 2,282,528 $ (1,676) $ 22,097 $ 2,326,004
Issuances of Common Units, net of issuance costs and tax withholdings 4 358 — — 362
Distributions on Common Units ($0.48 per unit) (510) (50,518) — — (51,028)
Distributions on Preferred Units ($21.5625 per unit) (6) (616) — — (622)
Share-based compensation expense, net of forfeitures 12 1,230 — — 1,242
Distributions to noncontrolling interests in consolidated affiliates — — — (631) (631)
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner (56) (5,570) — — (5,626)
Net (income) attributable to noncontrolling interests in consolidated affiliates (3) (286) — 289 0
Comprehensive income:
Net income 390 38,566 — — 38,956
Other comprehensive loss — — (28) — (28)
Total comprehensive income 38,928
Balance at June 30, 2020 $ 22,886 $ 2,265,692 $ (1,704) $ 21,755 $ 2,308,629

Six Months Ended June 30, 2020
Common Units Accumulated
Other
Comprehensive Loss Noncontrolling
Interests in
Consolidated
Affiliates Total
General
Partners’
Capital Limited
Partners’
Capital
Balance at December 31, 2019 $ 21,240 $ 2,102,769 $ (471) $ 22,010 $ 2,145,548
Issuances of Common Units, net of issuance costs and tax withholdings 76 7,488 — — 7,564
Distributions on Common Units ($0.96 per unit) (1,019) (100,912) — — (101,931)
Distributions on Preferred Units ($43.125 per unit) (12) (1,232) — — (1,244)
Share-based compensation expense, net of forfeitures 37 3,701 — — 3,738
Distributions to noncontrolling interests in consolidated affiliates — — — (829) (829)
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner 267 26,453 — — 26,720
Net (income) attributable to noncontrolling interests in consolidated affiliates (6) (568) — 574 0
Comprehensive income:
Net income 2,303 227,993 — — 230,296
Other comprehensive loss — — (1,233) — (1,233)
Total comprehensive income 229,063
Balance at June 30, 2020 $ 22,886 $ 2,265,692 $ (1,704) $ 21,755 $ 2,308,629

~~See accompanying notes to consolidated financial statements.~~

1412

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HIGHWOODS REALTY LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows

(Unaudited and in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	118,699	$	230,296	Net income	$	42,103	$	56,855
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:
Depreciation and amortization	Depreciation and amortization	122,876		120,611		Depreciation and amortization	69,667		60,927
Amortization of lease incentives and acquisition-related intangible assets and liabilities	Amortization of lease incentives and acquisition-related intangible assets and liabilities	(1,439)		(1,278)		Amortization of lease incentives and acquisition-related intangible assets and liabilities	(87)		(704)
Share-based compensation expense	Share-based compensation expense	4,855		3,738		Share-based compensation expense	5,291		2,982

Net credit losses/(reversals) on operating lease receivables		(489)		2,333
Net credit losses on operating lease receivables						Net credit losses on operating lease receivables	366		237

Accrued interest on mortgages and notes receivable	Accrued interest on mortgages and notes receivable	(54)		(61)		Accrued interest on mortgages and notes receivable	(24)		(27)
Amortization of debt issuance costs	Amortization of debt issuance costs	1,661		1,533		Amortization of debt issuance costs	942		792
Amortization of cash flow hedges	Amortization of cash flow hedges	248		3		Amortization of cash flow hedges	(15)		122
Amortization of mortgages and notes payable fair value adjustments	Amortization of mortgages and notes payable fair value adjustments	776		852		Amortization of mortgages and notes payable fair value adjustments	(20)		411
Impairments of real estate assets		0		1,778

Losses on debt extinguishment	Losses on debt extinguishment	134		0		Losses on debt extinguishment	—		76
Net gains on disposition of property	Net gains on disposition of property	(41,799)		(153,385)		Net gains on disposition of property	(4,100)		(18,937)

Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	(1,068)		(2,142)		Equity in earnings of unconsolidated affiliates	(300)		(637)

Distributions of earnings from unconsolidated affiliates	Distributions of earnings from unconsolidated affiliates	1,402		407		Distributions of earnings from unconsolidated affiliates	591		395

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	6,694		(1,031)		Accounts receivable	(1,038)		6,658
Prepaid expenses and other assets	Prepaid expenses and other assets	(5,642)		(8,320)		Prepaid expenses and other assets	(4,529)		(5,544)
Accrued straight-line rents receivable	Accrued straight-line rents receivable	(7,638)		(21,522)		Accrued straight-line rents receivable	(7,224)		(4,245)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	(1,801)		6,403		Accounts payable, accrued expenses and other liabilities	(27,545)		(16,381)
Net cash provided by operating activities	Net cash provided by operating activities	197,415		180,215		Net cash provided by operating activities	74,078		82,980
Investing activities:	Investing activities:					Investing activities:
Investments in acquired real estate and related intangible assets, net of cash acquired		(120)		(2,363)

Investments in development in-process	Investments in development in-process	(54,365)		(83,071)		Investments in development in-process	(13,315)		(19,789)
Investments in tenant improvements and deferred leasing costs	Investments in tenant improvements and deferred leasing costs	(44,827)		(85,544)		Investments in tenant improvements and deferred leasing costs	(30,273)		(22,939)
Investments in building improvements	Investments in building improvements	(24,109)		(30,312)		Investments in building improvements	(15,413)		(14,422)
Investment in acquired controlling interest in unconsolidated affiliate	Investment in acquired controlling interest in unconsolidated affiliate	(127,339)		0		Investment in acquired controlling interest in unconsolidated affiliate	—		(127,339)
Net proceeds from disposition of real estate assets	Net proceeds from disposition of real estate assets	71,501		334,366		Net proceeds from disposition of real estate assets	9,469		30,242

Distributions of capital from unconsolidated affiliates		0		72

Investments in mortgages and notes receivable	Investments in mortgages and notes receivable	(23)		(32)		Investments in mortgages and notes receivable	(24)		—
Repayments of mortgages and notes receivable	Repayments of mortgages and notes receivable	154		154		Repayments of mortgages and notes receivable	72		76
Investments in and advances to unconsolidated affiliates						Investments in and advances to unconsolidated affiliates	(7,378)		—

Payments of earnest money deposits		(55,000)		0
Changes in other investing activities	Changes in other investing activities	5,711		(3,541)		Changes in other investing activities	(2,555)		(746)
Net cash provided by/(used in) investing activities		(228,417)		129,729
Net cash used in investing activities						Net cash used in investing activities	(59,417)		(154,917)
Financing activities:	Financing activities:					Financing activities:
Distributions on Common Units	Distributions on Common Units	(102,112)		(101,931)		Distributions on Common Units	(53,471)		(51,014)

Redemptions/repurchases of Preferred Units		(5)		(16)

Distributions on Preferred Units	Distributions on Preferred Units	(1,243)		(1,244)		Distributions on Preferred Units	(621)		(622)
Distributions to noncontrolling interests in consolidated affiliates	Distributions to noncontrolling interests in consolidated affiliates	(782)		(829)		Distributions to noncontrolling interests in consolidated affiliates	(1,411)		(782)
Proceeds from the issuance of Common Units	Proceeds from the issuance of Common Units	7,763		2,753		Proceeds from the issuance of Common Units	6,501		493
Costs paid for the issuance of Common Units	Costs paid for the issuance of Common Units	(185)		(228)		Costs paid for the issuance of Common Units	(183)		(10)
Repurchase of units related to tax withholdings	Repurchase of units related to tax withholdings	(1,681)		(1,124)		Repurchase of units related to tax withholdings	(2,145)		(1,681)
Borrowings on revolving credit facility	Borrowings on revolving credit facility	230,000		129,000		Borrowings on revolving credit facility	70,000		—
Repayments of revolving credit facility	Repayments of revolving credit facility	(75,000)		(336,000)		Repayments of revolving credit facility	(30,000)		—

Repayments of mortgages and notes payable	Repayments of mortgages and notes payable	(151,006)		(967)		Repayments of mortgages and notes payable	(1,585)		(501)

Changes in debt issuance costs and other financing activities	Changes in debt issuance costs and other financing activities	(5,558)		(393)		Changes in debt issuance costs and other financing activities	(205)		(4,812)
Net cash used in financing activities	Net cash used in financing activities	(99,809)		(310,979)		Net cash used in financing activities	(13,120)		(58,929)
Net decrease in cash and cash equivalents and restricted cash		$	(130,811)	$	(1,035)
Net increase/(decrease) in cash and cash equivalents and restricted cash						Net increase/(decrease) in cash and cash equivalents and restricted cash	$	1,541	$	(130,866)

See accompanying notes to consolidated financial statements.

1513

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HIGHWOODS REALTY LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows - Continued

(Unaudited and in thousands)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Net decrease in cash and cash equivalents and restricted cash		$	(130,811)	$	(1,035)
Net increase/(decrease) in cash and cash equivalents and restricted cash						Net increase/(decrease) in cash and cash equivalents and restricted cash	$	1,541	$	(130,866)
Cash and cash equivalents and restricted cash at beginning of the period	Cash and cash equivalents and restricted cash at beginning of the period	189,244		14,742		Cash and cash equivalents and restricted cash at beginning of the period	31,198		189,244
Cash and cash equivalents and restricted cash at end of the period	Cash and cash equivalents and restricted cash at end of the period	$	58,433	$	13,707	Cash and cash equivalents and restricted cash at end of the period	$	32,739	$	58,378

Reconciliation of cash and cash equivalents and restricted cash:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash and cash equivalents at end of the period	Cash and cash equivalents at end of the period	$	6,535	$	4,752	Cash and cash equivalents at end of the period	$	18,669	$	49,279
Restricted cash at end of the period	Restricted cash at end of the period	51,898		8,955		Restricted cash at end of the period	14,070		9,099
Cash and cash equivalents and restricted cash at end of the period	Cash and cash equivalents and restricted cash at end of the period	$	58,433	$	13,707	Cash and cash equivalents and restricted cash at end of the period	$	32,739	$	58,378

Supplemental disclosure of cash flow information:

Six Months Ended
June 30,
2021 2020
Cash paid for interest, net of amounts capitalized $ 36,071 $ 38,424


	Three Months Ended March 31,
	2022		2021
Cash paid for interest, net of amounts capitalized	$	34,380	$	27,646

Supplemental disclosure of non-cash investing and financing activities:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022	2021
Unrealized losses on cash flow hedges		$	(11)	$	(1,236)

Changes in accrued capital expenditures (1)	Changes in accrued capital expenditures (1)	(23,599)		(18,819)		Changes in accrued capital expenditures (1)	(17,115)	(454)
Write-off of fully depreciated real estate assets	Write-off of fully depreciated real estate assets	36,798		22,630		Write-off of fully depreciated real estate assets	12,183	15,468
Write-off of fully amortized leasing costs	Write-off of fully amortized leasing costs	28,575		10,564		Write-off of fully amortized leasing costs	6,150	12,848
Write-off of fully amortized debt issuance costs	Write-off of fully amortized debt issuance costs	4,158		0		Write-off of fully amortized debt issuance costs	—	2,983

Adjustment of Redeemable Common Units to fair value	Adjustment of Redeemable Common Units to fair value	15,681		(33,276)		Adjustment of Redeemable Common Units to fair value	2,881	9,396

Issuances of Common Units to acquire real estate assets		0		6,163

Contingent consideration in connection with the acquisition of land		0		1,500

Future consideration in connection with the acquisition of land		16,000		0

__________

See accompanying notes to consolidated financial statements.

1614

Table of Contents

HIGHWOODS PROPERTIES, INC.

HIGHWOODS REALTY LIMITED PARTNERSHIP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2021~~March 31, 2022

(tabular dollar amounts in thousands, except per share and per unit data)

(Unaudited)

1. Description of Business and Significant Accounting Policies

Description of Business

Highwoods Properties, Inc. (the “Company”) is a fully integrated office real estate investment trust (“REIT”) that ~~provides leasing, management, development, construction~~owns, develops, acquires, leases and ~~other customer-related services for its~~manages properties primarily in the best business districts (BBDs) of Atlanta, Charlotte, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and ~~for third parties.~~Tampa. The Company conducts its activities through Highwoods Realty Limited Partnership (the “Operating Partnership”). At ~~June 30, 2021,~~March 31, 2022, we owned or had an interest in ~~27.3~~28.0 million rentable square feet of in-service properties, ~~0.8~~0.6 million rentable square feet of office properties under development and development land with approximately ~~250 acres~~4.8 million rentable square feet of ~~development land.~~potential office build out.

Capital Structure

The Company is the sole general partner of the Operating Partnership. At ~~June 30, 2021,~~March 31, 2022, the Company owned all of the Preferred Units and ~~103.8~~104.7 million, or ~~97.3%~~97.7%, of the Common Units in the Operating Partnership. Limited partners owned the remaining ~~2.8~~2.5 million Common Units. ~~During the six months ended June 30, 2021, the Company redeemed 1,000 Common Units for a like number of shares of Common Stock.~~

During 2020, we entered into separate equity distribution agreements in which the Company may offer and sell up to $300.0 million in aggregate gross sales price of shares of Common Stock. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company issued ~~149,100~~130,011 shares of Common Stock under its equity distribution agreements at an average gross sales price of ~~$46.11~~$46.50 per share and received net proceeds, after sales commissions, of ~~$6.8~~$6.0 million.

Basis of Presentation

Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The Company’s Consolidated Financial Statements include the Operating Partnership, wholly owned subsidiaries and those entities in which the Company has the controlling interest. The Operating Partnership’s Consolidated Financial Statements include wholly owned subsidiaries and those entities in which the Operating Partnership has the controlling interest. We consolidate joint venture investments, such as interests in partnerships and limited liability companies, when we control the major operating and financial policies of the investment through majority ownership, in our capacity as a general partner or managing member or through some other contractual right. ~~We also consolidate those entities deemed to be variable interest entities in which we are determined to be the primary beneficiary.~~ At ~~June 30, 2021,~~March 31, 2022, we have involvement with, and are the primary beneficiary in, an entity that we concluded to be a variable interest entity. As such, this entity ~~(see~~is consolidated. Additionally, at March 31, 2022, we have involvement with, but are not the primary beneficiary in, an entity that we concluded to be a variable interest entity. As such, this entity is not consolidated. (See Note 3).

All intercompany transactions and accounts have been eliminated.

The unaudited interim consolidated financial statements and accompanying unaudited consolidated financial information, in the opinion of management, contain all adjustments (including normal recurring accruals) necessary for a fair presentation of our financial position, results of operations and cash flows. We have condensed or omitted certain notes and other information from the interim Consolidated Financial Statements presented in this Quarterly Report as permitted by SEC rules and regulations. These Consolidated Financial Statements should be read in conjunction with our ~~2020~~2021 Annual Report on Form 10-K.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.

1715

Table of Contents

Insurance

We are primarily self-insured for health care claims for participating employees. We have stop-loss coverage to limit our exposure to significant claims on a per claim and annual aggregate basis. We determine our liabilities for claims, including incurred but not reported losses, based on all relevant information, including actuarial estimates of claim liabilities. At ~~June 30, 2021,~~March 31, 2022, a reserve of ~~$0.4~~$0.6 million was recorded to cover estimated reported and unreported claims.

~~Planned Investment Activities~~

During the second quarter of 2021, we agreed to acquire a portfolio of office assets from Preferred Apartment Communities, Inc. (NYSE:APTS) (“PAC”). The core portfolio to be acquired consists of the following 4 Class A office assets in Charlotte and Raleigh, which encompass 1,630,000 square feet in total, and 1 mixed-use redevelopment site in Atlanta: 150 Fayetteville, Raleigh (CBD); CAPTRUST Tower, Raleigh (North Hills); Capitol Towers, Charlotte (SouthPark); Morrocroft Centre, Charlotte (SouthPark); and Galleria 75, Atlanta (Cumberland/Galleria). We have also agreed to acquire 2 non-core assets: a mezzanine loan related to a recently constructed office building in Atlanta; and Armour Yards, a multi-building creative office project in Atlanta. Our total investment, including the estimated value of the non-core assets, is expected to be $769 million, which includes $28 million of near-term building improvements and $5 million of transaction costs. The transaction is expected to include, among other things, the assumption of 4 secured loans collateralized by the core office buildings estimated to be recorded at fair value of $403 million in the aggregate, with a weighted average effective interest rate of 3.7% and a weighted average maturity of 10.8 years. The value of the non-core assets represents less than 12% of the anticipated total investment. The acquisition, which is subject to customary closing conditions, is scheduled to close within 30 days of the filing of this Quarterly Report. As of July 20, 2021, we have posted $60.0 million of earnest money deposits (of which $55.0 million were recorded in prepaid expenses and other assets at June 30, 2021) that are non-refundable except in limited circumstances. As part of the transaction, PAC will separately market Armour Yards for sale to a third party. If PAC chooses not to sell Armour Yards to a third party, we will close on the acquisition of the creative office project no later than the first quarter of 2022.

Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) that provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance in this ASU is optional and may be elected now through December 31, 2022 as reference rate reform activities occur. We will continue to evaluate the impact of this ASU; however, we currently expect to avail ourselves of such optional expedients and exceptions should our modified contracts meet the required criteria.

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, lessors may provide rent deferrals and other lease concessions to lessees. In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. We have elected the practical expedient and will not apply lease modification accounting on a lease by lease basis where applicable. As a result, $1.6 million of deferred rent is included in accounts receivable on our Consolidated Balance Sheets at June 30, 2021.

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2. Leases

Operating Leases

We generally lease our office properties to lessees in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance. Office properties owned by us that are under lease are primarily located in Atlanta, Charlotte, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa and are leased to a wide variety of lessees across many industries. Our leases are operating leases and mostly range from three to 10 years. We recognized rental and other revenues related to operating lease payments of ~~$182.4~~$203.6 million and ~~$181.1~~$179.9 million during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $362.4 million and $370.7 million during the six months ended June 30, 2021 and 2020,~~ respectively. Included in these amounts are variable lease payments of ~~$14.5~~$17.4 million and ~~$13.4~~$14.5 million during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $29.0 million and $29.8 million during the six months ended June 30, 2021 and 2020,~~ respectively.

3. Variable Interest Entities

Consolidated Variable Interest Entity

In 2019, we and The Bromley Companies formed a joint venture ~~(the “Midtown One joint venture”)~~ to construct Midtown West, a 150,000 square foot, multi-customer office building located in the mixed-use Midtown Tampa project in Tampa’s Westshore submarket. Midtown West has an anticipated total investment of $71.3 million. Construction of Midtown West began in the third quarter of 2019 ~~with a completion date~~and the building was placed in service in the second quarter of 2021. At closing, we agreed to contribute cash of $20.0 million, which has been fully funded, in exchange for an 80.0% interest in the Midtown ~~One~~West joint venture and The Bromley Companies contributed land valued at $5.0 million in exchange for the remaining 20.0% interest. We also committed to provide a $46.3 million interest-only secured construction loan to the Midtown ~~One~~West joint venture that is scheduled to mature on the second anniversary of ~~completion.~~completion of the building as defined in the loan agreement. The maturity date is currently estimated at mid-2023. The loan bears interest at LIBOR plus 250 basis points. As of ~~June 30, 2021, $23.7~~March 31, 2022, $30.1 million under the loan has been funded.

We determined that we have a variable interest in the Midtown ~~One~~West joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and an equity holder and The Bromley Companies as an equity holder. The Midtown ~~One~~West joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investment provided by us and The Bromley Companies is not sufficient to finance its planned investments and operations. We, as majority owner and managing member and through our control rights as set forth in the joint venture’s governance documents, were determined to be the primary beneficiary as we have both the power to direct the activities that most significantly affect the entity (primarily lease rates, property operations and capital expenditures) and significant economic exposure through our equity investment and loan commitment. As such, the Midtown ~~One~~West joint venture is consolidated and all intercompany transactions and accounts are eliminated. The following table sets forth the assets and liabilities of the Midtown ~~One~~West joint venture included on our Consolidated Balance Sheets:


	June 30, 2021


~~Net real estate assets~~	$	~~51,533~~
~~Cash and cash equivalents~~	$	~~101~~
~~Deferred leasing costs~~	$	~~260~~
~~Prepaid expenses and other assets, net of accumulated depreciation~~	$	~~126~~
~~Accounts payable, accrued expenses and other liabilities~~	$	~~1,798~~


	March 31, 2022		December 31, 2021

Net real estate assets	$	55,061	$	53,191

Cash and cash equivalents	$	885	$	389
Accounts receivable	$	229	$	—
Accrued straight-line rents receivable	$	145	$	121
Deferred leasing costs, net	$	1,511	$	1,519
Prepaid expenses and other assets, net	$	172	$	163
Accounts payable, accrued expenses and other liabilities	$	1,728	$	646

The assets of the Midtown ~~One~~West joint venture can be used only to settle obligations of the joint venture and its creditors have no recourse to our wholly owned assets.

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Unconsolidated Variable Interest Entity

During the fourth quarter of 2021, we and Brand Properties, LLC (“Brand”) formed a joint venture to construct 2827 Peachtree, a 135,000 square foot, multi-customer office building located in Atlanta’s Buckhead submarket. 2827 Peachtree has an anticipated total investment of $79.0 million. Construction of 2827 Peachtree began in the first quarter of 2022 with a scheduled completion date in the third quarter of 2023. At closing, we agreed to contribute cash of $13.3 million, which has been fully funded, in exchange for a 50.0% interest in the 2827 Peachtree joint venture and Brand contributed land valued at $7.7 million and cash of $5.6 million in exchange for the remaining 50.0% interest. We also committed to provide a $49.6 million interest-only secured construction loan to the 2827 Peachtree joint venture that is scheduled to mature in December 2024 with an option to extend for one year. The loan bears interest at LIBOR plus 300 basis points. As of March 31, 2022, no amounts under the loan have been funded.

We determined that we have a variable interest in the 2827 Peachtree joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and Brand as an equity holder. The 2827 Peachtree joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investment provided by us and Brand is not sufficient to finance its planned investments and operations. However, since we are the not the managing member or lead developer, we concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore, do not qualify as the primary beneficiary. Accordingly, the entity is not consolidated. At March 31, 2022, our risk of loss with respect to this arrangement was limited to the carrying value of the investment balance of $13.5 million as no amounts were outstanding under the loan. The assets of the 2827 Peachtree joint venture can be used only to settle obligations of the joint venture and its creditors have no recourse to our wholly owned assets.

4. Real Estate Assets

~~Acquisitions~~

~~During the second quarter of 2021, we acquired development land in Nashville for a purchase price, including capitalized acquisition costs, of $16.1 million, which is expected to be paid within two years.~~

~~Duri~~ng the first quarter of 2021, we acquired our joint venture partner’s 75.0% interest in our Highwoods DLF Forum, LLC joint venture (the “Forum”), which owned 5 buildings in Raleigh encompassing 636,000 rentable square feet, for a purchase price of $131.3 million. We previously accounted for our 25.0% interest in this joint venture using the equity method of accounting. The assets and liabilities of the joint venture are now wholly owned and we have determined the acquisition constitutes an asset purchase. As such, because the Forum is not a variable interest entity, we allocated our previously held equity interest at historical cost along with the consideration paid and acquisition costs to the assets acquired and liabilities assumed. The assets acquired and liabilities assumed were recorded at relative fair value as determined by management, with the assistance of third party specialists, based on information available at the acquisition date and on current assumptions as to future operations.

Dispositions

During the second quarter of 2021, we sold a building in Tampa for a sale price of $43.0 million (before closing credits to buyer of $0.9 million) and recorded a gain on disposition of property of $22.9 million.

During the first quarter of ~~2021,~~2022, we sold ~~a building~~land in ~~Atlanta~~Tampa for a ~~sale~~sales price of ~~$30.7~~$9.6 million and recorded a gain on disposition of property of ~~$18.9~~$4.1 million.

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5. Intangible Assets and Below Market Lease Liabilities

The following table sets forth total intangible assets and acquisition-related below market lease liabilities, net of accumulated amortization:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Deferred leasing costs (including lease incentives and above market lease and in-place lease acquisition-related intangible assets)	Deferred leasing costs (including lease incentives and above market lease and in-place lease acquisition-related intangible assets)	$	356,575	$	361,027	Deferred leasing costs (including lease incentives and above market lease and in-place lease acquisition-related intangible assets)	$	401,693	$	402,013
Less accumulated amortization	Less accumulated amortization	(140,257)		(151,698)		Less accumulated amortization	(149,486)		(143,111)
		$	216,318	$	209,329		$	252,207	$	258,902
Liabilities (in accounts payable, accrued expenses and other liabilities):	Liabilities (in accounts payable, accrued expenses and other liabilities):					Liabilities (in accounts payable, accrued expenses and other liabilities):
Acquisition-related below market lease liabilities	Acquisition-related below market lease liabilities	$	55,581	$	63,748	Acquisition-related below market lease liabilities	$	56,955	$	57,703
Less accumulated amortization	Less accumulated amortization	(31,159)		(37,838)		Less accumulated amortization	(29,597)		(28,978)
		$	24,422	$	25,910		$	27,358	$	28,725

The following table sets forth amortization of intangible assets and below market lease liabilities:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Amortization of deferred leasing costs and acquisition-related intangible assets (in depreciation and amortization)	Amortization of deferred leasing costs and acquisition-related intangible assets (in depreciation and amortization)	$	8,626	$	8,566	$	17,197	$	17,364	Amortization of deferred leasing costs and acquisition-related intangible assets (in depreciation and amortization)		$	11,245	$	8,571
Amortization of lease incentives (in rental and other revenues)	Amortization of lease incentives (in rental and other revenues)	$	445	$	429	$	893	$	919	Amortization of lease incentives (in rental and other revenues)		$	450	$	448
Amortization of acquisition-related intangible assets (in rental and other revenues)	Amortization of acquisition-related intangible assets (in rental and other revenues)	$	241	$	321	$	518	$	609	Amortization of acquisition-related intangible assets (in rental and other revenues)		$	830	$	277
Amortization of acquisition-related intangible assets (in rental property and other expenses)		$	0	$	138	$	0	$	277

Amortization of acquisition-related below market lease liabilities (in rental and other revenues)	Amortization of acquisition-related below market lease liabilities (in rental and other revenues)	$	(1,421)	$	(1,517)	$	(2,850)	$	(3,083)	Amortization of acquisition-related below market lease liabilities (in rental and other revenues)		$	(1,367)	$	(1,429)

~~Table of Contents~~

The following table sets forth scheduled future amortization of intangible assets and below market lease liabilities:


		Amortization of Deferred Leasing Costs and Acquisition-Related Intangible Assets (in Depreciation and Amortization)		Amortization of Lease Incentives (in Rental and Other Revenues)		Amortization of Acquisition-Related Intangible Assets (in Rental and Other Revenues)		Amortization of Acquisition-Related Below Market Lease Liabilities (in Rental and Other Revenues)			Amortization of Deferred Leasing Costs and Acquisition-Related Intangible Assets (in Depreciation and Amortization)		Amortization of Lease Incentives (in Rental and Other Revenues)		Amortization of Acquisition-Related Intangible Assets (in Rental and Other Revenues)		Amortization of Acquisition-Related Below Market Lease Liabilities (in Rental and Other Revenues)
July 1 through December 31, 2021		$	18,331	$	791	$	484	$	(2,336)
2022		33,657		1,493		910		(4,214)
April 1 through December 31, 2022										April 1 through December 31, 2022	$	32,180	$	1,200	$	2,281	$	(3,927)
2023	2023	29,975		1,421		754		(3,838)		2023	37,817		1,502		2,745		(4,824)
2024	2024	26,604		1,273		664		(3,171)		2024	32,727		1,357		2,531		(4,111)
2025	2025	21,634		1,195		546		(1,813)		2025	25,975		1,281		1,667		(2,594)
2026										2026	22,054		1,155		1,336		(2,294)
Thereafter	Thereafter	69,158		4,975		2,453		(9,050)		Thereafter	75,701		3,904		4,794		(9,608)
		$	199,359	$	11,148	$	5,811	$	(24,422)		$	226,454	$	10,399	$	15,354	$	(27,358)
Weighted average remaining amortization periods as of June 30, 2021 (in years)		8.0		9.2		8.8		8.4
Weighted average remaining amortization periods as of March 31, 2022 (in years)										Weighted average remaining amortization periods as of March 31, 2022 (in years)	8.1		8.4		7.5		8.2

~~The following table sets forth the intangible assets acquired and below market lease liabilities assumed as a result of 2021 acquisition activity:~~

Acquisition-Related Intangible Assets (amortized in Rental and Other Revenues) Acquisition-Related Intangible Assets (amortized in Depreciation and Amortization) Acquisition-Related Below Market Lease Liabilities (amortized in Rental and Other Revenues)
Amount recorded at acquisition $ 2,036 $ 13,168 $ (1,361)
Weighted average remaining amortization periods as of June 30, 2021 (in years) 7.2 5.8 5.7

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6. Mortgages and Notes Payable

The following table sets forth our mortgages and notes payable:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Secured indebtedness	Secured indebtedness	$	92,345	$	93,350	Secured indebtedness	$	489,979	$	491,942
Unsecured indebtedness	Unsecured indebtedness	2,396,466		2,390,652		Unsecured indebtedness	2,352,538		2,312,180
Less-unamortized debt issuance costs	Less-unamortized debt issuance costs	(12,909)		(13,981)		Less-unamortized debt issuance costs	(14,619)		(15,207)
Total mortgages and notes payable, net	Total mortgages and notes payable, net	$	2,475,902	$	2,470,021	Total mortgages and notes payable, net	$	2,827,898	$	2,788,915

At ~~June 30, 2021,~~March 31, 2022, our secured mortgage ~~loan was~~loans were collateralized by real estate assets with an undepreciated book value of ~~$147.9~~$728.1 million.

~~During the first quarter of 2021, we entered into a new~~Our $750.0 million unsecured revolving credit facility ~~which replaced our previously existing $600.0 million revolving credit facility~~is scheduled to mature in March 2025 and includes an accordion feature that allows for an additional $550.0 million of borrowing capacity subject to additional lender commitments. ~~Our new revolving credit facility is scheduled to mature in March 2025.~~ Assuming no defaults have occurred, we have an option to extend the maturity for 2 additional six-month periods. The ~~current~~ interest rate ~~on the new facility~~ at our ~~existing~~current credit ratings is LIBOR plus 90 basis points and the annual facility fee is 20 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. The financial and other covenants under the new facility are substantially similar to our previous credit facility. We incurred $4.8 million of debt issuance costs, which will be amortized along with certain existing unamortized debt issuance costs over the remaining term of our new revolving credit facility. We recorded $0.1 million of loss on debt extinguishment. There was ~~$155.0~~$110.0 million outstanding under our ~~new~~ revolving credit facility at both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021.~~April 19, 2022. At both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021,~~April 19, 2022, we had $0.1 million of outstanding letters of credit, which reduces the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility at both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021~~April 19, 2022 was ~~$594.9~~$639.9 million.

During the second quarter of 2021, we prepaid without penalty the remaining $150.0 million principal amount of 3.20% unsecured notes that was scheduled to mature in June 2021. We recorded $0.1 million of loss on debt extinguishment related to this prepayment.

We are currently in compliance with financial covenants with respect to our consolidated debt.

We have considered our short-term liquidity needs within one year from April 26, 2022 (the date of issuance of the quarterly financial statements) and the adequacy of our estimated cash flows from operating activities and other available financing sources to meet these needs. In particular, we have considered our scheduled debt maturities during such one-year period, including the $200 million unsecured bank term loan that is scheduled to mature in November 2022 and the $250 million principal amount of unsecured notes that are scheduled to mature in January 2023. We ~~intend to~~have concluded it is probable we will meet these short-term liquidity requirements through a combination of the following:

•available cash and cash equivalents;

•cash flows from operating activities;

•issuance of debt securities by the Operating Partnership;

•issuance of secured debt;

•bank term loans;

•borrowings under our revolving credit facility;

•issuance of equity securities by the Company or the Operating Partnership; and

•the disposition of non-core assets.

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7. Derivative Financial Instruments

~~The counterparties under our~~We previously entered into floating-to-fixed interest rate swaps ~~are major financial institutions. The swap agreements contain~~through January 2022 with respect to an aggregate of $50 million LIBOR-based borrowings. These swaps effectively fixed the underlying one month LIBOR rate at a ~~provision whereby if we default on certain~~weighted average rate of ~~our indebtedness and which default results in repayment~~1.693%. During the first quarter of ~~such indebtedness being, or becoming capable of being, accelerated by the lender, then we could also be declared in default on our swaps.~~2022, these interest rate swaps expired.

Our interest rate swaps ~~have been~~were designated as and ~~are being~~ accounted for as cash flow hedges with changes in fair value recorded in other comprehensive income/(loss) each reporting period. We ~~have~~had no collateral requirements related to our interest rate swaps.

Amounts reported in accumulated other comprehensive income/(loss) related to derivatives ~~will be~~are reclassified to interest expense as interest payments are made on our debt. During the period from ~~July~~April 1, ~~2021~~2022 through ~~June 30, 2022,~~March 31, 2023, we estimate that ~~$0.2~~$0.3 million will be reclassified as a net ~~increase~~decrease to interest expense.

The following table sets forth the fair value of our derivatives:

June 30,
2021 December 31,
2020
Derivatives:
Derivatives designated as cash flow hedges in accounts payable, accrued expenses and other liabilities:
Interest rate swaps $ 461 $ 846


	March 31, 2022		December 31, 2021
Derivatives:


Derivatives designated as cash flow hedges in accounts payable, accrued expenses and other liabilities:
Interest rate swaps	$	—	$	60

The following table sets forth the effect of our cash flow hedges on accumulated other comprehensive loss and interest expense:

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Derivatives Designated as Cash Flow Hedges:
Amount of unrealized losses recognized in accumulated other comprehensive loss on derivatives:
Interest rate swaps $ (11) $ (103) $ (11) $ (1,236)
Amount of losses reclassified out of accumulated other comprehensive loss into interest expense:
Interest rate swaps $ 126 $ 75 $ 248 $ 3

~~Table of Contents~~


	Three Months Ended March 31,
		2022		2021
Derivatives Designated as Cash Flow Hedges:


Amount of (gains)/losses reclassified out of accumulated other comprehensive loss into interest expense:
Interest rate swaps		$	(15)	$	122

8. Noncontrolling Interests

Noncontrolling Interests in Consolidated Affiliates

At ~~June 30, 2021,~~March 31, 2022, our noncontrolling interests in consolidated affiliates relate to our joint venture partners’ 50.0% interest in office properties in Richmond and 20.0% interest in the Midtown ~~One~~West joint venture. See Note 3. Our joint venture partners are unrelated third parties.

Noncontrolling Interests in the Operating Partnership

The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Beginning noncontrolling interests in the Operating Partnership	Beginning noncontrolling interests in the Operating Partnership	$	121,895	$	100,674	$	112,499	$	133,216	Beginning noncontrolling interests in the Operating Partnership		$	111,689	$	112,499
Adjustment of noncontrolling interests in the Operating Partnership to fair value	Adjustment of noncontrolling interests in the Operating Partnership to fair value	6,068		5,776		15,334		(36,525)		Adjustment of noncontrolling interests in the Operating Partnership to fair value		3,168		9,266
Issuances of Common Units		0		0		0		6,163
Conversions of Common Units to Common Stock		(44)		0		(44)		0

Net income attributable to noncontrolling interests in the Operating Partnership	Net income attributable to noncontrolling interests in the Operating Partnership	1,624		1,017		3,117		5,977		Net income attributable to noncontrolling interests in the Operating Partnership		965		1,493
Distributions to noncontrolling interests in the Operating Partnership	Distributions to noncontrolling interests in the Operating Partnership	(1,363)		(1,364)		(2,726)		(2,728)		Distributions to noncontrolling interests in the Operating Partnership		(1,252)		(1,363)
Total noncontrolling interests in the Operating Partnership	Total noncontrolling interests in the Operating Partnership	$	128,180	$	106,103	$	128,180	$	106,103	Total noncontrolling interests in the Operating Partnership		$	114,570	$	121,895

~~The following table sets forth net income available for common stockholders and~~There were no transfers from ~~the Company’s~~ noncontrolling interests induring the ~~Operating Partnership:~~

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Net income available for common stockholders $ 59,305 $ 37,028 $ 113,764 $ 222,501
Increase in additional paid in capital from conversions of Common Units to Common Stock 44 0 44 0
Issuances of Common Units 0 0 0 (6,163)
Change from net income available for common stockholders and transfers from noncontrolling interests $ 59,349 $ 37,028 $ 113,808 $ 216,338
three months ended March 31, 2022 and 2021.

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9. Disclosure About Fair Value of Financial Instruments

The following summarizes the levels of inputs that we use to measure fair value.

Level 1. Quoted prices in active markets for identical assets or liabilities.

Our Level 1 asset is our investment in marketable securities that we use to pay benefits under our non-qualified deferred compensation plan. Our Level 1 liability is our non-qualified deferred compensation obligation. The Company’s Level 1 noncontrolling interests in the Operating Partnership relate to the ownership of Common Units by various individuals and entities other than the Company.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Our Level 2 assets include the fair value of our mortgages and notes receivable. Our Level 2 liabilities include the fair value of our mortgages and notes payable and any interest rate swaps.

The fair value of mortgages and notes receivable and mortgages and notes payable is estimated by the income approach utilizing contractual cash flows and market-based interest rates to approximate the price that would be paid in an orderly transaction between market participants. The fair value of any interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments of interest rate swaps are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, credit valuation adjustments are considered in the fair values to account for potential nonperformance risk, but were concluded to not be significant inputs to the calculation for the periods presented.

Level 3. Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our Level 3 assets include any real estate assets recorded at fair value on a non-recurring basis as a result of our quarterly impairment analysis, which are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or the terms of definitive sales contracts. Significant increases or decreases in any valuation inputs in isolation would result in a significantly lower or higher fair value measurement.

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The following table sets forth our assets and liabilities and the Company’s noncontrolling interests in the Operating Partnership that are measured or disclosed at fair value within the fair value hierarchy:


				Level 1		Level 2					Level 1		Level 2
		Total		Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs			Total		Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Observable Inputs
Fair Value at June 30, 2021:
Fair Value at March 31, 2022:								Fair Value at March 31, 2022:
Assets:	Assets:							Assets:
Mortgages and notes receivable, at fair value (1)	Mortgages and notes receivable, at fair value (1)	$	1,264	$	0	$	1,264	Mortgages and notes receivable, at fair value (1)	$	1,203	$	—	$	1,203

Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	2,829		2,829		0		Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	2,721		2,721		—

Total Assets	Total Assets	$	4,093	$	2,829	$	1,264	Total Assets	$	3,924	$	2,721	$	1,203
Noncontrolling Interests in the Operating Partnership	Noncontrolling Interests in the Operating Partnership	$	128,180	$	128,180	$	0	Noncontrolling Interests in the Operating Partnership	$	114,570	$	114,570	$	—
Liabilities:	Liabilities:							Liabilities:
Mortgages and notes payable, net, at fair value (1)	Mortgages and notes payable, net, at fair value (1)	$	2,619,464	$	0	$	2,619,464	Mortgages and notes payable, net, at fair value (1)	$	2,765,393	$	—	$	2,765,393
Interest rate swaps (in accounts payable, accrued expenses and other liabilities)		461		0		461

Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	2,829		2,829		0		Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	2,721		2,721		—

Total Liabilities	Total Liabilities	$	2,622,754	$	2,829	$	2,619,925	Total Liabilities	$	2,768,114	$	2,721	$	2,765,393


Fair Value at December 31, 2020:
Fair Value at December 31, 2021:								Fair Value at December 31, 2021:
Assets:	Assets:							Assets:
Mortgages and notes receivable, at fair value (1)	Mortgages and notes receivable, at fair value (1)	$	1,341	$	0	$	1,341	Mortgages and notes receivable, at fair value (1)	$	1,227	$	—	$	1,227

Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	2,573		2,573		0		Marketable securities of non-qualified deferred compensation plan (in prepaid expenses and other assets)	2,866		2,866		—

Total Assets	Total Assets	$	3,914	$	2,573	$	1,341	Total Assets	$	4,093	$	2,866	$	1,227
Noncontrolling Interests in the Operating Partnership	Noncontrolling Interests in the Operating Partnership	$	112,499	$	112,499	$	0	Noncontrolling Interests in the Operating Partnership	$	111,689	$	111,689	$	—
Liabilities:	Liabilities:							Liabilities:
Mortgages and notes payable, net, at fair value (1)	Mortgages and notes payable, net, at fair value (1)	$	2,639,163	$	0	$	2,639,163	Mortgages and notes payable, net, at fair value (1)	$	2,907,492	$	—	$	2,907,492
Interest rate swaps (in accounts payable, accrued expenses and other liabilities)	Interest rate swaps (in accounts payable, accrued expenses and other liabilities)	846		0		846		Interest rate swaps (in accounts payable, accrued expenses and other liabilities)	60		—		60
Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	2,573		2,573		0		Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)	2,866		2,866		—

Total Liabilities	Total Liabilities	$	2,642,582	$	2,573	$	2,640,009	Total Liabilities	$	2,910,418	$	2,866	$	2,907,552

__________

(1) Amounts are not recorded at fair value on our Consolidated Balance Sheets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

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10. Share-Based Payments

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the Company granted ~~103,120~~99,551 shares of time-based restricted stock and ~~81,464~~81,832 shares of total return-based restricted stock with weighted average grant date fair values per share of ~~$39.99~~$43.60 and ~~$36.41,~~$41.94, respectively. We recorded share-based compensation expense of ~~$1.9~~$5.3 million and ~~$1.2~~$3.0 million during the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $4.9 million and $3.7 million during the six months ended June 30, 2021 and 2020,~~ respectively. At ~~June 30, 2021,~~March 31, 2022, there was ~~$7.2~~$5.9 million of total unrecognized share-based compensation costs, which will be recognized over a weighted average remaining contractual term of ~~2.0~~2.4 years.

11. Accumulated Other Comprehensive Loss

The following table sets forth the components of accumulated other comprehensive loss:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Beginning balance	Beginning balance	$	(1,340)	$	(1,676)	$	(1,462)	$	(471)	Beginning balance		$	(973)	$	(1,462)
Unrealized losses on cash flow hedges		(11)		(103)		(11)		(1,236)

Amortization of cash flow hedges (1)	Amortization of cash flow hedges (1)	126		75		248		3		Amortization of cash flow hedges (1)		(15)		122
Total accumulated other comprehensive loss	Total accumulated other comprehensive loss	$	(1,225)	$	(1,704)	$	(1,225)	$	(1,704)	Total accumulated other comprehensive loss		$	(988)	$	(1,340)

__________

(1) Amounts reclassified out of accumulated other comprehensive loss into interest expense.

12. Real Estate and Other Assets Held For Sale

The following table sets forth the assets held for sale at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, which are considered non-core:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets:	Assets:					Assets:
Land	Land	$	0	$	2,612	Land	$	1,038	$	—
Buildings and tenant improvements	Buildings and tenant improvements	0		12,238		Buildings and tenant improvements	1,577		—

Land held for development						Land held for development	3,628		3,482
Less-accumulated depreciation	Less-accumulated depreciation	0		(3,577)		Less-accumulated depreciation	(274)		—
Net real estate assets	Net real estate assets	0		11,273		Net real estate assets	5,969		3,482

Deferred leasing costs, net		0		87

Prepaid expenses and other assets, net						Prepaid expenses and other assets, net	62		36
Real estate and other assets, net, held for sale	Real estate and other assets, net, held for sale	$	0	$	11,360	Real estate and other assets, net, held for sale	$	6,031	$	3,518

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13. Earnings Per Share and Per Unit

The following table sets forth the computation of basic and diluted earnings per share of the Company:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Earnings per Common Share - basic:	Earnings per Common Share - basic:									Earnings per Common Share - basic:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Net (income) attributable to noncontrolling interests in the Operating Partnership	Net (income) attributable to noncontrolling interests in the Operating Partnership	(1,624)		(1,017)		(3,117)		(5,977)		Net (income) attributable to noncontrolling interests in the Operating Partnership		(965)		(1,493)
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Dividends on Preferred Stock	Dividends on Preferred Stock	(621)		(622)		(1,243)		(1,244)		Dividends on Preferred Stock		(621)		(622)
Net income available for common stockholders	Net income available for common stockholders	$	59,305	$	37,028	$	113,764	$	222,501	Net income available for common stockholders		$	40,260	$	54,459
Denominator:	Denominator:									Denominator:
Denominator for basic earnings per Common Share – weighted average shares (1)	Denominator for basic earnings per Common Share – weighted average shares (1)	104,106		103,886		104,035		103,849		Denominator for basic earnings per Common Share – weighted average shares (1)		104,933		103,963
Net income available for common stockholders	Net income available for common stockholders	$	0.57	$	0.36	$	1.09	$	2.14	Net income available for common stockholders		$	0.38	$	0.52
Earnings per Common Share - diluted:	Earnings per Common Share - diluted:									Earnings per Common Share - diluted:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Dividends on Preferred Stock	Dividends on Preferred Stock	(621)		(622)		(1,243)		(1,244)		Dividends on Preferred Stock		(621)		(622)
Net income available for common stockholders before net (income) attributable to noncontrolling interests in the Operating Partnership	Net income available for common stockholders before net (income) attributable to noncontrolling interests in the Operating Partnership	$	60,929	$	38,045	$	116,881	$	228,478	Net income available for common stockholders before net (income) attributable to noncontrolling interests in the Operating Partnership		$	41,225	$	55,952
Denominator:	Denominator:									Denominator:
Denominator for basic earnings per Common Share – weighted average shares (1)	Denominator for basic earnings per Common Share – weighted average shares (1)	104,106		103,886		104,035		103,849		Denominator for basic earnings per Common Share – weighted average shares (1)		104,933		103,963
Add:	Add:									Add:
Stock options using the treasury method	Stock options using the treasury method	20		2		14		13		Stock options using the treasury method		15		8
Noncontrolling interests Common Units	Noncontrolling interests Common Units	2,838		2,842		2,838		2,819		Noncontrolling interests Common Units		2,505		2,839
Denominator for diluted earnings per Common Share – adjusted weighted average shares and assumed conversions	Denominator for diluted earnings per Common Share – adjusted weighted average shares and assumed conversions	106,964		106,730		106,887		106,681		Denominator for diluted earnings per Common Share – adjusted weighted average shares and assumed conversions		107,453		106,810
Net income available for common stockholders	Net income available for common stockholders	$	0.57	$	0.36	$	1.09	$	2.14	Net income available for common stockholders		$	0.38	$	0.52

__________

(1)Includes all unvested restricted stock where dividends on such restricted stock are non-forfeitable.

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The following table sets forth the computation of basic and diluted earnings per unit of the Operating Partnership:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Earnings per Common Unit - basic:	Earnings per Common Unit - basic:									Earnings per Common Unit - basic:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Distributions on Preferred Units	Distributions on Preferred Units	(621)		(622)		(1,243)		(1,244)		Distributions on Preferred Units		(621)		(622)

Net income available for common unitholders	Net income available for common unitholders	$	60,929	$	38,045	$	116,881	$	228,478	Net income available for common unitholders		$	41,225	$	55,952
Denominator:	Denominator:									Denominator:
Denominator for basic earnings per Common Unit – weighted average units (1)	Denominator for basic earnings per Common Unit – weighted average units (1)	106,535		106,319		106,464		106,259		Denominator for basic earnings per Common Unit – weighted average units (1)		107,029		106,393

Net income available for common unitholders	Net income available for common unitholders	$	0.57	$	0.36	$	1.10	$	2.15	Net income available for common unitholders		$	0.39	$	0.53
Earnings per Common Unit - diluted:	Earnings per Common Unit - diluted:									Earnings per Common Unit - diluted:
Numerator:	Numerator:									Numerator:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Distributions on Preferred Units	Distributions on Preferred Units	(621)		(622)		(1,243)		(1,244)		Distributions on Preferred Units		(621)		(622)

Net income available for common unitholders	Net income available for common unitholders	$	60,929	$	38,045	$	116,881	$	228,478	Net income available for common unitholders		$	41,225	$	55,952
Denominator:	Denominator:									Denominator:
Denominator for basic earnings per Common Unit – weighted average units (1)	Denominator for basic earnings per Common Unit – weighted average units (1)	106,535		106,319		106,464		106,259		Denominator for basic earnings per Common Unit – weighted average units (1)		107,029		106,393
Add:	Add:									Add:
Stock options using the treasury method	Stock options using the treasury method	20		2		14		13		Stock options using the treasury method		15		8
Denominator for diluted earnings per Common Unit – adjusted weighted average units and assumed conversions	Denominator for diluted earnings per Common Unit – adjusted weighted average units and assumed conversions	106,555		106,321		106,478		106,272		Denominator for diluted earnings per Common Unit – adjusted weighted average units and assumed conversions		107,044		106,401

Net income available for common unitholders	Net income available for common unitholders	$	0.57	$	0.36	$	1.10	$	2.15	Net income available for common unitholders		$	0.39	$	0.53

__________

(1)Includes all unvested restricted stock where distributions on such restricted stock are non-forfeitable.

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14. Segment Information

The following tables summarize the rental and other revenues and net operating income, the primary industry property-level performance metric used by our chief operating decision maker and which is defined as rental and other revenues less rental property and other expenses, for each of our reportable segments.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Rental and Other Revenues:	Rental and Other Revenues:									Rental and Other Revenues:
Office:	Office:									Office:
Atlanta	Atlanta	$	35,738	$	36,537	$	71,713	$	74,496	Atlanta		$	35,554	$	35,975
Charlotte	Charlotte	8,917		9,010		18,051		17,943		Charlotte		16,944		9,134
Nashville	Nashville	35,578		34,622		70,737		69,119		Nashville		43,447		35,159
Orlando	Orlando	12,730		12,304		25,289		25,326		Orlando		13,312		12,559
Pittsburgh	Pittsburgh	13,949		14,676		28,567		29,624		Pittsburgh		14,946		14,618
Raleigh	Raleigh	37,655		31,202		74,697		63,755		Raleigh		46,296		37,042
Richmond	Richmond	11,751		11,834		23,213		24,094		Richmond		10,533		11,462
Tampa	Tampa	25,886		25,358		50,310		50,602		Tampa		24,023		24,424
Total Office Segment	Total Office Segment	182,204		175,543		362,577		354,959		Total Office Segment		205,055		180,373
Other	Other	3,298		7,610		6,730		20,994		Other		1,323		3,432
Total Rental and Other Revenues	Total Rental and Other Revenues	$	185,502	$	183,153	$	369,307	$	375,953	Total Rental and Other Revenues		$	206,378	$	183,805

Net Operating Income:
Office:
Atlanta $ 23,622 $ 23,901 $ 47,622 $ 49,084
Charlotte 7,035 7,123 14,287 14,325
Nashville 25,824 25,132 50,817 49,885
Orlando 7,782 7,750 15,494 15,755
Pittsburgh 8,411 9,350 17,300 18,020
Raleigh 28,444 23,997 56,580 47,633
Richmond 8,234 8,508 16,287 17,199
Tampa 17,857 17,663 34,497 34,196
Total Office Segment 127,209 123,424 252,884 246,097
Other 2,067 4,610 4,008 12,535
Total Net Operating Income 129,276 128,034 256,892 258,632
Reconciliation to net income:
Depreciation and amortization (61,949) (59,461) (122,876) (120,611)
Impairments of real estate assets 0 (1,778) 0 (1,778)
General and administrative expenses (10,107) (10,084) (20,059) (21,014)
Interest expense (19,001) (19,840) (38,769) (41,117)
Other income 332 588 644 657
Gains on disposition of property 22,862 318 41,799 153,385
Equity in earnings of unconsolidated affiliates 431 1,179 1,068 2,142
Net income $ 61,844 $ 38,956 $ 118,699 $ 230,296

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Net Operating Income:
Office:
Atlanta	$	23,681	$	24,000
Charlotte	13,050		7,252
Nashville	32,522		24,993
Orlando	8,137		7,712
Pittsburgh	8,861		8,889
Raleigh	34,715		28,136
Richmond	7,225		8,053
Tampa	15,946		16,640
Total Office Segment	144,137		125,675
Other	819		1,941
Total Net Operating Income	144,956		127,616
Reconciliation to net income:
Depreciation and amortization	(69,667)		(60,927)

General and administrative expenses	(13,556)		(9,952)
Interest expense	(24,393)		(19,768)
Other income	363		312
Gains on disposition of property	4,100		18,937
Equity in earnings of unconsolidated affiliates	300		637
Net income	$	42,103	$	56,855

15. ~~Contingencies~~

Since early March 2020, efforts to slow the spread of the COVID-19 virus have had a significant impact on the U.S. economy. We continue to follow the policies described in Notes 1 and 2 to our Consolidated Financial Statements contained in our 2020 Annual Report on Form 10-K, including those related to impairments of real estate assets and investments in unconsolidated affiliates, leases and estimates of credit losses on operating lease receivables. While the results of our current analyses did not result in any material adjustments to amounts as of and during the three and six months ended June 30, 2021, circumstances related to the COVID-19 pandemic may result in recording impairments, lease modifications and credit losses in future periods.

~~16.~~ Subsequent Events

On ~~July 27, 2021,~~April 20, 2022, the Company declared a cash dividend of $0.50 per share of Common Stock, which is payable on ~~September 8, 2021~~June 14, 2022 to stockholders of record as of ~~August 16, 2021.~~

May 23, 2022.

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ITEM 2. ~~MANAGEMENT��S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a fully integrated office real estate investment trust (“REIT”) that owns, develops, acquires, leases and manages properties primarily in the best business districts (BBDs) of Atlanta, Charlotte, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa. The Company conducts its activities through the Operating Partnership. The Operating Partnership is managed by the Company, its sole general partner. Additional information about us can be found on our website at www.highwoods.com. Information on our website is not part of this Quarterly Report.

You should read the following discussion and analysis in conjunction with the accompanying Consolidated Financial Statements and related notes contained elsewhere in this Quarterly Report.

Disclosure Regarding Forward-Looking Statements

Some of the information in this Quarterly Report may contain forward-looking statements. Such statements include, in particular, statements about our plans, strategies and prospects under this section. You can identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. When considering such forward-looking statements, you should keep in mind important factors that could cause our actual results to differ materially from those contained in any forward-looking statement, including the following:

•~~the closing of the planned acquisition of a portfolio of office assets from Preferred Apartment Communities, Inc. (“PAC”) may not occur on the terms described in this report or at all;~~

•buyers may not be available and pricing may not be adequate with respect to planned dispositions of non-core assets;

•comparable sales data on which we based our expectations with respect to the sales price of non-core assets may not reflect current market trends;

•the extent to which the ongoing COVID-19 pandemic impacts our financial condition, results of operations and cash flows depends on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic and its impact on the U.S. economy and potential changes in customer behavior that could adversely affect the use of and demand for office space;

•the financial condition of our customers could deteriorate or further worsen, which could be further exacerbated by the COVID-19 pandemic;

•our assumptions regarding potential losses related to customer financial difficulties due to the COVID-19 pandemic could prove incorrect;

•counterparties under our debt instruments, particularly our revolving credit facility, may attempt to avoid their obligations thereunder, which, if successful, would reduce our available liquidity;

•we may not be able to lease or re-lease second generation space, defined as previously occupied space that becomes available for lease, quickly or on as favorable terms as old leases;

•we may not be able to lease newly constructed buildings as quickly or on as favorable terms as originally anticipated;

•we may not be able to complete development, acquisition, reinvestment, disposition or joint venture projects as quickly or on as favorable terms as anticipated;

•development activity in our existing markets could result in an excessive supply relative to customer demand;

•our markets may suffer declines in economic and/or office employment growth;

•unanticipated increases in interest rates could increase our debt service costs;

•unanticipated increases in operating expenses could negatively impact our operating results;

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•natural disasters and climate change could have an adverse impact on our cash flow and operating results;

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•we may not be able to meet our liquidity requirements or obtain capital on favorable terms to fund our working capital needs and growth initiatives or repay or refinance outstanding debt upon maturity; and

•the Company could lose key executive officers.

This list of risks and uncertainties, however, is not intended to be exhaustive. You should also review the other cautionary statements we make in “Item 1A. Risk Factors” set forth in our ~~2020~~2021 Annual Report on Form 10-K. Given these uncertainties, you should not place undue reliance on forward-looking statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements to reflect any future events or circumstances or to reflect the occurrence of unanticipated events.

Executive Summary

~~Highwoods is~~We are in the work-placemaking business. We believe that in creating environments and experiences where the best and brightest can achieve together what they cannot apart, ~~Highwoods delivers~~we deliver greater value to our customers, their teammates and, in turn, our stockholders. Our simple and straight-forward strategy is to own and manage high-quality workplaces in the BBDs within our footprint, maintain a strong balance sheet to be opportunistic throughout economic cycles, employ a talented and dedicated team and communicate transparently with all stakeholders. We focus on owning and managing buildings in the most dynamic and vibrant BBDs. BBDs are highly-energized and amenitized workplace locations that enhance our customers’ ability to attract and retain talent. They are both urban and suburban. Providing the most talent-supportive workplace options in these environments is core to ~~the Highwoods~~our work-placemaking strategy.

~~COVID-19~~Our investment strategy is to generate attractive and sustainable returns over the long term for our stockholders by developing, acquiring and owning a portfolio of high-quality, differentiated office buildings in the BBDs of our core markets. A core component of this strategy is to continuously strengthen the financial and operational performance, resiliency and long-term growth prospects of our existing in-service portfolio and recycle those properties that no longer meet our criteria.

~~The~~Our operating results depend heavily on successfully leasing and operating the office space in our portfolio. Economic growth and office employment levels in our core markets are important factors, among others, in predicting our future operating results. Since March 2020, the COVID-19 pandemic has ~~obviously~~also had a significant impact on the U.S. ~~economy since March 2020.~~economy. It is very difficult to predict when, if and to what extent economic activity will return to pre-COVID-19 levels. The COVID-19 pandemic did ~~have somewhat of an~~ impact on our ~~second~~first quarter of ~~2021~~2022 financial results. Our financial results for the remainder of 2021 and future leasing activity could be adversely affected by the COVID-19 pandemic. Factors that could cause actual results to differ materially from our current expectations are set forth under “Disclosure Regarding Forward-Looking Statements.”

While all buildings and parking facilities have remained open for business, the usage of our assets has continued to remain significantly lower than pre-pandemic levels. As a result, compared to pre-pandemic levels, parking and parking-related revenues have continued to be low, largely offsetting reduced operating expenses, net of expense recoveries. ~~Until usage increases, which will depend on the duration of the COVID-19 pandemic, which is~~Although difficult to estimate, we ~~expect that reduced usage will continue to result in reduced parking revenues, which will be partially offset by reduced operating expenses. We~~currently expect usage will gradually increase throughout ~~the remainder of 2021 as an increasing number of employers believe the risk of virus spread in the workplace is manageable.~~2022. Factors that could cause actual results to differ materially from our current expectations are set forth under “Disclosure Regarding Forward-Looking Statements.”

Revenues

Our operating results depend heavily on successfully leasing and operating the office space in our portfolio. Economic growth and office employment levels in our core markets are important factors, among others, in predicting our future operating results.

The key components affecting our rental and other revenues are average occupancy, rental rates, cost recovery income, new developments placed in service, acquisitions and dispositions. Average occupancy generally increases during times of improving economic growth, as our ability to lease space outpaces vacancies that occur upon the expirations of existing leases. Average occupancy generally declines during times of slower or negative economic growth, when new vacancies tend to outpace our ability to lease space. Average occupancy could also be negatively impacted by potential changes in customer behavior, such as the continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements, resulting from the COVID-19 pandemic, which could materially and negatively impact the future demand for office space, resulting in slower overall leasing. Asset acquisitions, dispositions and new developments placed in service also directly impact our rental revenues and could impact our average occupancy, depending upon the occupancy rate of the properties that are acquired, sold or placed in service. A further indicator of the predictability of future revenues is the expected lease expirations of our portfolio. As a result, in addition to seeking to increase our average occupancy by leasing current vacant space, we also concentrate our leasing efforts on renewing existing leases prior to expiration. For more information regarding our lease expirations, see “Properties - Lease Expirations” in our ~~2020~~2021 Annual Report on Form 10-K. Occupancy in our office portfolio decreased from ~~90.3%~~91.2% at December 31, ~~2020~~2021 to ~~89.5%~~91.1% at ~~June 30, 2021.~~March 31, 2022. We expect average occupancy for our office portfolio to be approximately ~~89%~~90.5% to ~~90%~~91.5% for the remainder of ~~2021. However, average occupancy in the remainder of 2021 will be lower, perhaps significantly lower, if the COVID-19 pandemic causes vacancies and move-outs due to customers that default~~2022.

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on their leases, file bankruptcy or otherwise experience significant financial difficulty. Potential changes in customer behavior, such as the continued social acceptance, desirability and perceived economic benefits of work-from-home arrangements, could materially and negatively impact the future demand for office space, resulting in slower overall leasing and negatively impacting our revenues.

Whether or not our rental revenue tracks average occupancy proportionally depends upon whether GAAP rents under signed new and renewal leases are higher or lower than the GAAP rents under expiring leases. Annualized rental revenues from second generation leases expiring during any particular year are typically less than 15% of our total annual rental revenues. The following table sets forth information regarding second generation office leases signed during the ~~second~~first quarter of ~~2021~~2022 (we define second generation office leases as leases with new customers and renewals of existing customers in office space that has been previously occupied under our ownership and leases with respect to vacant space in acquired buildings):


		New		Renewal		All Office			New		Renewal		All Office
Leased space (in rentable square feet)	Leased space (in rentable square feet)	323,022		575,538		898,560		Leased space (in rentable square feet)	390,579		267,279		657,858
Average term (in years - rentable square foot weighted)	Average term (in years - rentable square foot weighted)	6.6		4.9		5.5		Average term (in years - rentable square foot weighted)	6.8		5.4		6.2
Base rents (per rentable square foot) (1)	Base rents (per rentable square foot) (1)	$	31.16	$	31.13	$	31.14	Base rents (per rentable square foot) (1)	$	31.53	$	31.14	$	31.37
Rent concessions (per rentable square foot) (1)	Rent concessions (per rentable square foot) (1)	(2.13)		(1.15)		(1.50)		Rent concessions (per rentable square foot) (1)	(1.65)		(1.60)		(1.63)
GAAP rents (per rentable square foot) (1)	GAAP rents (per rentable square foot) (1)	$	29.03	$	29.98	$	29.64	GAAP rents (per rentable square foot) (1)	$	29.88	$	29.54	$	29.74
Tenant improvements (per rentable square foot) (1)	Tenant improvements (per rentable square foot) (1)	$	5.37	$	2.70	$	3.66	Tenant improvements (per rentable square foot) (1)	$	5.96	$	2.60	$	4.60
Leasing commissions (per rentable square foot) (1)	Leasing commissions (per rentable square foot) (1)	$	1.16	$	0.80	$	0.93	Leasing commissions (per rentable square foot) (1)	$	1.07	$	0.84	$	0.97

__________

(1) Weighted average per rentable square foot on an annual basis over the lease term.

Annual combined GAAP rents for new and renewal leases signed in the ~~second~~first quarter were ~~$29.64~~$29.74 per rentable square foot, ~~8.9%~~14.9% higher compared to previous leases in the same office spaces.

We strive to maintain a diverse, stable and creditworthy customer base. We have an internal guideline whereby customers that account for more than 3% of our annualized revenues are periodically reviewed with the Company’s Board of Directors. As of ~~June 30, 2021,~~March 31, 2022, the Federal Government ~~(4.1%~~(4.0%), Bank of America ~~(3.9%~~(3.6%) and ~~Metropolitan Life Insurance (3.0%~~Asurion (3.2%) accounted for more than 3% of our annualized cash revenues.

Expenses

Our expenses primarily consist of rental property expenses, depreciation and amortization, general and administrative expenses and interest expense. From time to time, expenses also include impairments of real estate assets. Rental property expenses are expenses associated with our ownership and operation of rental properties and include expenses that vary somewhat proportionately to occupancy and usage levels, such as janitorial services and utilities, and expenses that do not vary based on occupancy, such as property taxes and insurance. Depreciation and amortization is a non-cash expense associated with the ownership of real property and generally remains relatively consistent each year, unless we buy, place in service or sell assets, since our properties and related building and tenant improvement assets are depreciated on a straight-line basis over fixed lives. General and administrative expenses consist primarily of management and employee salaries and benefits, corporate overhead and short and long-term incentive compensation.

Net Operating Income

Whether or not we record increasing net operating income (“NOI”) in our same property portfolio typically depends upon our ability to garner higher rental revenues, whether from higher average occupancy, higher GAAP rents per rentable square foot or higher cost recovery income, that exceed any corresponding growth in operating expenses. Same property NOI was ~~$0.2~~$3.5 million, or ~~0.2%~~2.9%, ~~lower~~higher in the ~~second~~first quarter of ~~2021~~2022 as compared to ~~2020~~2021 due to an increase of ~~$1.4~~$5.8 million in same property ~~expenses~~revenues offset by an increase of ~~$1.2~~$2.3 million in same property ~~revenues.~~expenses. We expect same property NOI to be ~~lower~~relatively consistent for the remainder of ~~2021~~2022 as compared to ~~2020~~2021 as anhigher anticipated same property revenues are expected to approximate the increase in same property expenses ~~mostly~~ from the anticipated gradual increase in usage of our ~~assets, is expected to more than offset higher anticipated same property revenues.~~assets. We expect same property revenues to be higher due to higher ~~average~~ GAAP rents per rentable square foot, higher average occupancy and higher cost recovery and parking ~~income, partly offset by an anticipated decrease in average occupancy. Same property NOI could be further negatively impacted if the COVID-19 pandemic causes losses related to customer difficulties.~~income.

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In addition to the effect of same property NOI, whether or not NOI increases typically depends upon whether the NOI from our acquired properties and development properties placed in service exceeds the NOI from property dispositions. NOI was ~~$1.2~~$17.3 million, or ~~1.0%~~13.6%, higher in the ~~second~~first quarter of ~~2021~~2022 as compared to ~~2020~~2021 primarily due to the acquisition of ~~our joint venture partner’s 75.0% interest~~real estate assets from Preferred Apartment Communities, Inc. (“PAC”) in ~~our Highwoods DLF Forum, LLC joint venture (the “Forum”)~~the third quarter of 2021, development properties placed in service and higher same property NOI, partially offset by NOI lost from property dispositions. We expect NOI to be higher for

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the remainder of 2022 as compared to 2021 due to the acquisitions of real estate assets from PAC and development properties placed in service, ~~partly~~partially offset by NOI lost from property dispositions and lower same property NOI. We expect NOI to be higher for the remainder of 2021 as compared to 2020 for similar reasons. Similar to same property NOI, NOI could be negatively impacted if the COVID-19 pandemic causes losses related to customer difficulties.

Cash Flows

In calculating net cash related to operating activities, depreciation and amortization, which are non-cash expenses, are added back to net income. We have historically generated a positive amount of cash from operating activities. From period to period, cash flow from operations depends primarily upon changes in our net income, as discussed more fully below under “Results of Operations,” changes in receivables and payables and net additions or decreases in our overall portfolio.

Net cash related to investing activities generally relates to capitalized costs incurred for leasing and major building improvements and our acquisition, development, disposition and joint venture activity. During periods of significant net acquisition and/or development activity, our cash used in such investing activities will generally exceed cash provided by investing activities, which typically consists of cash received upon the sale of properties and distributions from our joint ventures.

Net cash related to financing activities generally relates to distributions, incurrence and repayment of debt, and issuances, repurchases or redemptions of Common Stock, Common Units and Preferred Stock. We use a significant amount of our cash to fund distributions. Whether or not we have increases in the outstanding balances of debt during a period depends generally upon the net effect of our acquisition, disposition, development and joint venture activity. We generally use our revolving credit facility for daily working capital purposes, which means that during any given period, in order to minimize interest expense, we may record significant repayments and borrowings under our revolving credit facility.

For a discussion regarding dividends and distributions, see “Liquidity and Capital Resources - Dividends and Distributions.”

Liquidity and Capital Resources

We continue to maintain a conservative and flexible balance sheet and believe we have ample liquidity to fund our operations and growth prospects. As of ~~July 20, 2021,~~April 19, 2022, we had ~~$155.0~~approximately $26.0 million of available cash and $110.0 million drawn on our $750.0 million revolving credit facility, which is scheduled to mature in March 2025. Assuming we are in compliance with our covenants, we have an option to extend the maturity for two additional six-month periods. At ~~June 30, 2021,~~March 31, 2022, our leverage ratio, as measured by the ratio of our mortgages and notes payable and outstanding preferred stock to the undepreciated book value of our assets, was ~~37.3%~~39.7% and there were ~~107.1~~107.7 million diluted shares of Common Stock outstanding.

Rental and other revenues are our principal source of funds to meet our short-term liquidity requirements. Other sources of funds for short-term liquidity needs include available working capital and borrowings under our revolving credit ~~facility.~~facility, which had $639.9 million of availability at April 19, 2022. Our short-term liquidity requirements primarily consist of operating expenses, interest and principal amortization on our debt, distributions and capital expenditures, including building improvement costs, tenant improvement costs and lease commissions. Building improvements are capital costs to maintain or enhance existing buildings not typically related to a specific customer. Tenant improvements are the costs required to customize space for the specific needs of customers. We anticipate that our available cash and cash equivalents and cash provided by operating activities and planned financing activities, including borrowings under our revolving credit facility, will be adequate to meet our short-term liquidity requirements. We use our revolving credit facility for working capital purposes and for the short-term funding of our development and acquisition activity and, in certain instances, the repayment of other debt. Continued ability to borrow under ~~our~~the revolving credit facility allows us to quickly capitalize on strategic opportunities at short-term interest rates.

We generally believe existing cash and rental and other revenues will continue to be sufficient to fund short-term liquidity needs such as funding operating and general and administrative expenses, paying interest expense, maintaining our existing quarterly dividend and funding existing portfolio capital expenditures, including building improvement costs, tenant improvement costs and lease commissions.

Our long-term liquidity uses generally consist of the retirement or refinancing of debt upon maturity, funding of building improvements, new building developments and land infrastructure projects and funding acquisitions of buildings and

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development land. ~~Our~~The expected future capital expenditures, which includes our joint venture partners' share, for started and/or committed new consolidated and unconsolidated development projects were approximately ~~$51~~$150 million at ~~June 30, 2021.~~March 31, 2022. Additionally, we may, from time to time, retire outstanding equity and/or debt securities through redemptions, open market repurchases, privately negotiated acquisitions or otherwise.

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We expect to meet our long-term liquidity needs through a combination of:

•cash flow from operating activities;

•bank term loans and borrowings under our revolving credit facility;

•the issuance of unsecured debt;

•the issuance of secured debt;

•the issuance of equity securities by the Company or the Operating Partnership; and

•the disposition of non-core assets.

~~During the remainder of 2021, we~~We have no debt scheduled to mature during the remainder of 2022, except for our $200 million unsecured bank term loan that is scheduled to mature in November 2022. During the remainder of 2022, we and weour joint venture partners forecast ~~spending an additional $35~~funding approximately $53 million onof our ~~development pipeline. As of June 30, 2021, our $394~~$283 million consolidated and unconsolidated development pipeline, which was ~~approximately 85% funded.~~over 45% funded as of March 31, 2022. We generally believe we will be able to satisfy these obligations with existing cash, borrowings under our revolving credit facility, new bank term loans, i~~ssuance~~issuance of other unsecured debt, mortgage debt and/or proceeds from the sale of additional non-core assets.

~~Investment Activity~~Liquidity and Capital Resources

~~A key tenet~~We continue to maintain a conservative and flexible balance sheet and believe we have ample liquidity to fund our operations and growth prospects. As of April 19, 2022, we had approximately $26.0 million of available cash and $110.0 million drawn on our strategic plan is to continuously upgrade the quality of our office portfolio through acquisitions, dispositions and development. We generally seek to acquire and develop office buildings that improve the average quality of our overall portfolio and deliver consistent and sustainable value for our stockholders over the long-term. Whether or not an asset acquisition or new development results in higher per share net income or funds from operations (“FFO”) in any given period depends upon a number of factors, including whether the NOI for any such period exceeds the actual cost of capital used to finance the acquisition or development. Additionally, given the length of construction cycles, development projects are not placed in service until, in some cases, several years after commencement. Sales of non-core assets could result in lower per share net income or FFO in any given period in the event the resulting use of proceeds does not exceed the capitalization rate on the sold properties.

~~Planned Investment Activities~~

~~During the second quarter of 2021, we agreed to acquire a portfolio of office assets from PAC. The acquisition,~~$750.0 million revolving credit facility, which ~~is subject to customary closing conditions,~~ is scheduled to ~~close within 30 days of the filing of this Quarterly Report. We plan to fund the initial $250 million cash portion of the purchase price~~mature in March 2025. Assuming we are in compliance with ~~a combination of restricted cash currently held in escrow as the result of recent non-core asset sales, borrowings under~~ our current $750 million unsecured revolving credit facility and an expected $200 million, six-month unsecured bridge facility from JPMorgan Chase Bank, N.A. Our plan is to ultimately fund the acquisition primarily by accelerating the sale of $500 to $600 million of existing non-core assets by mid-2022, approximately half of which is planned to close by year-end 2021. Since our announcement on April 19, 2021 to acquire the portfolio of office assets from PAC,covenants, we have ~~sold $43.0~~an option to extend the maturity for two additional six-month periods. At March 31, 2022, our leverage ratio, as measured by the ratio of our mortgages and notes payable and outstanding preferred stock to the undepreciated book value of our assets, was 39.7% and there were 107.7 million diluted shares of ~~non-core assets. For more information, see “Liquidity and Capital Resources – Investment Activity.”~~

Because the acquisition and subsequent dispositions are not expected to close until after the filing of this Quarterly Report, if at all, forward-looking statements about our anticipated revenues, expenses and other items for the remainder of the year included below under “Results of Operations” do not include the impacts of any of these planned investment activities.

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~~Results of Operations~~

~~Three Months Ended June 30, 2021 and 2020~~

~~Rental and Other Revenues~~Common Stock outstanding.

Rental and other revenues ~~were $2.3~~are our principal source of funds to meet our short-term liquidity requirements. Other sources of funds for short-term liquidity needs include available working capital and borrowings under our revolving credit facility, which had $639.9 million of availability at April 19, 2022. Our short-term liquidity requirements primarily consist of operating expenses, interest and principal amortization on our debt, distributions and capital expenditures, including building improvement costs, tenant improvement costs and lease commissions. Building improvements are capital costs to maintain or ~~1.3%, higher in~~enhance existing buildings not typically related to a specific customer. Tenant improvements are the ~~second quarter~~costs required to customize space for the specific needs of ~~2021 as compared~~customers. We anticipate that our available cash and cash equivalents and cash provided by operating activities and planned financing activities, including borrowings under our revolving credit facility, will be adequate to ~~2020 primarily due to~~meet our short-term liquidity requirements. We use our revolving credit facility for working capital purposes and for the ~~acquisition~~short-term funding of our ~~joint venture partner’s 75.0%~~development and acquisition activity and, in certain instances, the repayment of other debt. Continued ability to borrow under the revolving credit facility allows us to quickly capitalize on strategic opportunities at short-term interest ~~in the Forum, development properties placed in service~~rates.

We generally believe existing cash and ~~higher same property revenues, which increased~~ rental and other revenues by $4.3 million, $1.6 million and $1.2 million, respectively. Same property rental and other revenues were higher primarily due to higher average GAAP rents per rentable square foot, higher cost recovery and parking income and lower credit losses, partly offset by a decrease in average occupancy. These increases were partly offset by lost revenue of $4.9 million from property dispositions. We expect rental and other revenueswill continue to be ~~higher for the remainder of 2021~~sufficient to fund short-term liquidity needs such as ~~compared to 2020 due to the acquisition of our joint venture partner’s 75.0% interest in the Forum, higher same property revenues~~funding operating and development properties placed in service, partly offset by lost revenue from property dispositions. Rental and other revenues could be negatively impacted if the COVID-19 pandemic causes losses related to customer difficulties.

~~Operating Expenses~~

Rental property and other expenses were $1.1 million, or 2.0%, higher in the second quarter of 2021 as compared to 2020 primarily due to higher same property operating expenses, the acquisition of our joint venture partner’s 75.0% interest in the Forum and development properties placed in service, which increased operating expenses by $1.4 million, $1.0 million and $0.3 million, respectively. Same property operating expenses were higher primarily due to higher property taxes and higher contract services, repairs and maintenance and utilities as a result of increased usage of our assets. These increases were partly offset by a $1.8 million decrease in operating expenses from property dispositions. We expect rental property and other expenses to be higher for the remainder of 2021 as compared to 2020 due to higher same property operating expenses as a result of increased usage of our assets, the acquisition of our joint venture partner’s 75.0% interest in the Forum and development properties placed in service, partly offset by lower operating expenses from property dispositions.

Depreciation and amortization was $2.5 million, or 4.2%, higher in the second quarter of 2021 as compared to 2020 primarily due to the acquisition of our joint venture partner’s 75.0% interest in the Forum, development properties placed in service and higher same property lease related depreciation and amortization, partly offset by fully amortized acquisition-related intangible assets and property dispositions. We expect depreciation and amortization to be higher for the remainder of 2021 as compared to 2020 for similar reasons.

We recorded an impairment of real estate assets of $1.8 million in the second quarter of 2020, which resulted from a change in market-based inputs and our assumptions about the use of the assets. We recorded no such impairment in 2021.

General and administrative expenses were unchanged in the second quarter of 2021 as compared to 2020 due to lower salaries, severance and early retirement costs offset by higher incentive compensation. We experienced lower salaries in 2021 as a result of the reduction in the number of employees throughout 2020 primarily due to our exiting of the Greensboro and Memphis markets and the subsequent closing of those division offices and the resulting synergies garnered from the ongoing simplification of our business. We expect general and administrative expenses, ~~to be relatively consistent for the remainder of 2021 as compared to 2020 for similar reasons.~~paying interest expense, maintaining our existing quarterly dividend and funding existing portfolio capital expenditures, including building improvement costs, tenant improvement costs and lease commissions.

~~Interest Expense~~

~~Interest expense was $0.8~~Our long-term liquidity uses generally consist of the retirement or refinancing of debt upon maturity, funding of building improvements, new building developments and land infrastructure projects and funding acquisitions of buildings and development land. The expected future capital expenditures, which includes our joint venture partners' share, for started and/or committed new consolidated and unconsolidated development projects were approximately $150 million at March 31, 2022. Additionally, we may, from time to time, retire outstanding equity and/or ~~4.2%, lower in the second quarter of 2021 as compared to 2020 primarily due to lower average interest rates and higher capitalized interest, partly offset by higher average~~ debt balances. We expect interest expense to be lower for the remainder of 2021 as compared to 2020 due to lower average interest rates, partly offset by higher average debt balances and lower capitalized interest.

~~Other Income~~

Other income was $0.3 million lower in the second quarter of 2021 as compared to 2020 primarily due to lower gains on deferred compensation plan investments (which is fully offset by a corresponding decrease in general and administrative expenses).securities through redemptions, open market repurchases, privately negotiated acquisitions or otherwise.

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~~Gains on Disposition of Property~~We expect to meet our long-term liquidity needs through a combination of:

~~Gains on disposition of property were $22.5 million higher in the second quarter of 2021 as compared to 2020 due to the net effect of the disposition activity in such periods.~~•cash flow from operating activities;

~~Equity in Earnings of Unconsolidated Affiliates~~•bank term loans and borrowings under our revolving credit facility;

~~Equity in earnings~~•the issuance of unconsolidated affiliates was $0.7 million, or 63.4%, lower in the second quarter of 2021 as compared to 2020 primarily due to the acquisition of our joint venture partner’s 75.0% interest in the Forum and lower average occupancy. We expect equity in earnings of unconsolidated affiliates to be lower for the remainder of 2021 as compared to 2020 for similar reasons. Equity in earnings of unconsolidated affiliates could be negatively impacted if the COVID-19 pandemic causes losses related to customer difficulties.unsecured debt;

~~Earnings Per Common Share - Diluted~~•the issuance of secured debt;

~~Diluted earnings per common share was $0.21 higher in~~ •the ~~second quarter~~issuance of ~~2021 as compared to 2020 due to an increase in net income for~~equity securities by the ~~reasons discussed above.~~Company or the Operating Partnership; and

~~Six Months Ended June 30, 2021 and 2020~~

•

~~Rental and Other Revenues~~

~~Rental and other revenues were $6.6 million, or 1.8%, lower in~~ the ~~first six months~~disposition of 2021 as compared to 2020 primarily due to lost revenue from property dispositions and lower same property revenues, which decreased rental and other revenues by $15.1 million and $2.4 million, respectively. Same property rental and other revenues were lower primarily due to a decrease in average occupancy and lower cost recovery and parking income as a result of reduced usage of our assets because of the COVID-19 pandemic, partly offset by higher average GAAP rents per rentable square foot and lower credit losses. These decreases were partly offset by the acquisition of our joint venture partner’s 75.0% interest in the Forum, development properties placed in service and the recognition of deferred leasing commission income that was received in connection with the acquisition, which increased rental and other revenues by $7.6 million, $2.3 million and $1.5 million, respectively.

non-core assets.

~~Operating Expenses~~

Rental property and other expenses were $4.9 million, or 4.2%, lower in the first six months of 2021 as compared to 2020 primarily due to property dispositions and lower same property operating expenses, which decreased operating expenses by $5.9 million and $1.2 million, respectively. Same property operating expenses were lower primarily due to lower repairs and maintenance and contract services as a result of reduced usage of our assets because of the COVID-19 pandemic, partly offset by higher property taxes. These decreases were partly offset by the acquisition of our joint venture partner’s 75.0% interest in the Forum and development properties placed in service, which increased operating expenses by $1.7 million and $0.4 million, respectively.

Depreciation and amortization was $2.3 million, or 1.9%, higher in the first six months of 2021 as compared to 2020 primarily due to the acquisition of our joint venture partner’s 75.0% interest in the Forum, development properties placed in service and higher same property lease related depreciation and amortization, partly offset by fully amortized acquisition-related intangible assets and property dispositions.

We ~~recorded an impairment~~have no debt scheduled to mature during the remainder of ~~real estate assets~~2022, except for our $200 million unsecured bank term loan that is scheduled to mature in November 2022. During the remainder of ~~$1.8 million in the first six months of 2020, which resulted from a change in market-based inputs~~2022, we and our ~~assumptions about~~joint venture partners forecast funding approximately $53 million of our $283 million consolidated and unconsolidated development pipeline, which was over 45% funded as of March 31, 2022. We generally believe we will be able to satisfy these obligations with existing cash, borrowings under our revolving credit facility, new bank term loans, issuance of other unsecured debt, mortgage debt and/or proceeds from the ~~use~~sale of ~~the~~additional non-core assets. ~~We recorded no such impairment in 2021.~~

General and administrative expenses were $1.0 million, or 4.5%, lower in the first six months of 2021 as compared to 2020 primarily due to lower severance and early retirement costs. We also experienced lower salaries and benefits in 2021 as a result of the reduction in the number of employees throughout 2020 primarily due to our exiting of the Greensboro and Memphis markets and the subsequent closing of those division offices and the resulting synergies garnered from the ongoing simplification of our business. These decreases were partly offset in 2021 by higher incentive compensation and gains on deferred compensation plan investments (which is fully offset by a corresponding increase in other income).

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~~Interest Expense~~

Interest expense was $2.3 million, or 5.7%, lower in the first six months of 2021 as compared to 2020 primarily due to lower average interest rates and higher capitalized interest, partly offset by higher average debt balances.

~~Other Income~~

Other income was unchanged in the first six months of 2021 as compared to 2020 due to losses on debt extinguishment in 2021, lower interest income and late fees, partly offset by gains on deferred compensation plan investments (which is fully offset by a corresponding increase in general and administrative expenses).

~~Gains on Disposition of Property~~

Gains on disposition of property were $111.6 million lower in the first six months of 2021 as compared to 2020 primarily due to our market rotation plan of exiting the Greensboro and Memphis markets in 2020.

~~Equity in Earnings of Unconsolidated Affiliates~~

Equity in earnings of unconsolidated affiliates was $1.1 million, or 50.1%, lower in the first six months of 2021 as compared to 2020 primarily due to the acquisition of our joint venture partner’s 75.0% interest in the Forum and lower average occupancy.

~~Earnings Per Common Share - Diluted~~

~~Diluted earnings per common share was $1.05 lower in the first six months of 2021 as compared to 2020 due to a decrease in net income for the reasons discussed above.~~

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Liquidity and Capital Resources

~~Statements of Cash Flows~~

We ~~report~~continue to maintain a conservative and ~~analyze our cash flows based on operating activities, investing activities~~flexible balance sheet and ~~financing activities. The following table sets forth the changes in the Company’s cash flows (in thousands):~~

Six Months Ended
June 30,
2021 2020 Change
Net Cash Provided By Operating Activities $ 197,415 $ 180,215 $ 17,200
Net Cash Provided By/(Used In) Investing Activities (228,417) 129,729 (358,146)
Net Cash Used In Financing Activities (99,809) (310,979) 211,170
Total Cash Flows $ (130,811) $ (1,035) $ (129,776)

The change in net cash provided by operating activities in the first six months of 2021 as compared to 2020 was primarily due to higher net cash from the operations of the acquisition of our joint venture partner’s 75.0% interest in the Forum, same properties and development properties placed in service and changes in operating assets, partly offset by property dispositions and changes in operating liabilities. We expect net cash related to operating activities to be higher for the remainder of 2021 as compared to 2020 due to the acquisition of our joint venture partner’s 75.0% interest in the Forum, development properties placed in service and same properties, partly offset by property dispositions.

The change in net cash provided by/(used in) investing activities in the first six months of 2021 as compared to 2020 was primarily due to net proceeds from disposition activity in 2020, the acquisition of our joint venture partner’s 75.0% interest in the Forum in 2021 and payments of earnest money deposits for the expected acquisition of a portfolio of office assets from PAC in 2021, partly offset by higher investments in tenant improvements and development in-process in 2020. We expect uses of cash for investing activities for the remainder of 2021 to be primarily driven by whether or not we acquire and/or commence development of additional office buildings. Additionally, as of June 30, 2021,believe we have ~~approximately $51 million left~~ample liquidity to fund our operations and growth prospects. As of April 19, 2022, we had approximately $26.0 million of available cash and $110.0 million drawn on our ~~previously-announced development activity~~$750.0 million revolving credit facility, which is scheduled to mature in ~~2021 and future years. We expect these uses~~March 2025. Assuming we are in compliance with our covenants, we have an option to extend the maturity for two additional six-month periods. At March 31, 2022, our leverage ratio, as measured by the ratio of ~~cash for investing activities will be partly offset by proceeds from property dispositions for the remainder of 2021.~~

The change in net cash used in financing activities in the first six months of 2021 as compared to 2020 was primarily due to higher net debt repayments in 2020. Assuming the net effect of our acquisition, disposition and development activity in 2021 results in an increase to our assets, we would expect outstanding debt and/or Common Stock balances to increase.

~~Capitalization~~

~~The following table sets forth the Company’s capitalization (in thousands, except per share amounts):~~

June 30,
2021 December 31,
2020
Mortgages and notes payable, net, at recorded book value $ 2,475,902 $ 2,470,021
Preferred Stock, at liquidation value $ 28,821 $ 28,826
Common Stock outstanding 104,210 103,922
Common Units outstanding (not owned by the Company) 2,838 2,839
Per share stock price at period end $ 45.17 $ 39.63
Market value of Common Stock and Common Units $ 4,835,358 $ 4,230,938
Total capitalization $ 7,340,081 $ 6,729,785

~~At June 30, 2021,~~ our mortgages and notes payable and outstanding preferred stock ~~represented 34.1% of our total capitalization and 37.3% of~~to the undepreciated book value of our ~~assets. See also “Executive Summary - Liquidity~~assets, was 39.7% and ~~Capital Resources.”~~there were 107.7 million diluted shares of Common Stock outstanding.

Rental and other revenues are our principal source of funds to meet our short-term liquidity requirements. Other sources of funds for short-term liquidity needs include available working capital and borrowings under our revolving credit facility, which had $639.9 million of availability at April 19, 2022. Our short-term liquidity requirements primarily consist of operating expenses, interest and principal amortization on our debt, distributions and capital expenditures, including building improvement costs, tenant improvement costs and lease commissions. Building improvements are capital costs to maintain or enhance existing buildings not typically related to a specific customer. Tenant improvements are the costs required to customize space for the specific needs of customers. We anticipate that our available cash and cash equivalents and cash provided by operating activities and planned financing activities, including borrowings under our revolving credit facility, will be adequate to meet our short-term liquidity requirements. We use our revolving credit facility for working capital purposes and for the short-term funding of our development and acquisition activity and, in certain instances, the repayment of other debt. Continued ability to borrow under the revolving credit facility allows us to quickly capitalize on strategic opportunities at short-term interest rates.

Our ~~mortgages~~long-term liquidity uses generally consist of the retirement or refinancing of debt upon maturity, funding of building improvements, new building developments and ~~notes payable as~~land infrastructure projects and funding acquisitions of ~~June 30, 2021 consisted of $92.3~~buildings and development land. The expected future capital expenditures, which includes our joint venture partners' share, for started and/or committed new consolidated and unconsolidated development projects were approximately $150 million ~~of secured indebtedness with an interest rate of 4.0% and $2,396.5 million of unsecured indebtedness with a weighted average interest rate of 3.26%. The secured~~at March 31, 2022. Additionally, we may, from time to time, retire outstanding equity and/or debt securities through redemptions, open market repurchases, privately negotiated acquisitions or otherwise.

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~~indebtedness was collateralized~~

We expect to meet our long-term liquidity needs through a combination of:

•cash flow from operating activities;

•bank term loans and borrowings under our revolving credit facility;

•the issuance of unsecured debt;

•the issuance of secured debt;

•the issuance of equity securities by ~~real estate assets with an undepreciated book value~~the Company or the Operating Partnership; and

•the disposition of ~~$147.9 million. As~~non-core assets.

We have no debt scheduled to mature during the remainder of ~~June 30, 2021, $305.0~~2022, except for our $200 million unsecured bank term loan that is scheduled to mature in November 2022. During the remainder of 2022, we and our joint venture partners forecast funding approximately $53 million of our $283 million consolidated and unconsolidated development pipeline, which was over 45% funded as of March 31, 2022. We generally believe we will be able to satisfy these obligations with existing cash, borrowings under our revolving credit facility, new bank term loans, issuance of other unsecured debt, ~~does not bear interest at fixed rates~~ mortgage debt and/or ~~is not protected by interest rate hedge contracts.~~proceeds from the sale of additional non-core assets.

Investment Activity

As noted above, a key tenet of our strategic plan is to continuously upgrade the quality of our office portfolio through acquisitions, dispositions and development. We generally seek to acquire and develop office buildings that improve the average quality of our overall portfolio and deliver consistent and sustainable value for our stockholders over the long-term. Whether or not an asset acquisition or new development results in higher per share net income or funds from operations (“FFO”) in any given period depends upon a number of factors, including whether the NOI for any such period exceeds the actual cost of capital used to finance the acquisition or development. Additionally, given the length of construction cycles, development projects are not placed in service until, in some cases, several years after commencement. Sales of non-core assets could result in lower per share net income or FFO in any given period in the event the return on the resulting use of proceeds does not exceed the capitalization rate on the sold properties.

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Results of Operations

Three Months Ended March 31, 2022 and 2021

Rental and Other Revenues

Rental and other revenues were $22.6 million, or 12.3%, higher in the first quarter of 2022 as compared to 2021 primarily due to the acquisition of real estate assets from PAC, development properties placed in service and higher same property revenues, which increased rental and other revenues by $16.6 million, $8.6 million and $5.8 million, respectively. Same property rental and other revenues were higher primarily due to higher average GAAP rents per rentable square foot, higher average occupancy and higher cost recovery and parking income. These increases were partially offset by lost revenue of $8.5 million from property dispositions. We expect rental and other revenues to be higher for the remainder of 2022 as compared to 2021 for similar reasons.

Operating Expenses

Rental property and other expenses were $5.2 million, or 9.3%, higher in the first quarter of 2022 as compared to 2021 primarily due to the acquisition of real estate assets from PAC, higher same property operating expenses and development properties placed in service, which increased operating expenses by $4.3 million, $2.3 million and $1.3 million, respectively. Same property operating expenses were higher primarily due to higher contract services, utilities and repairs and maintenance. These increases were partially offset by a $3.0 million decrease in operating expenses from property dispositions. We expect rental property and other expenses to be higher for the remainder of 2022 as compared to 2021 for similar reasons.

Depreciation and amortization was $8.7 million, or 14.3%, higher in the first quarter of 2022 as compared to 2021 primarily due to the acquisition of real estate assets from PAC, development properties placed in service and higher same property lease related depreciation and amortization, partially offset by fully amortized acquisition-related intangible assets and property dispositions. We expect depreciation and amortization to be higher for the remainder of 2022 as compared to 2021 for similar reasons.

General and administrative expenses were $3.6 million, or 36.2%, higher in the first quarter of 2022 as compared to 2021 primarily due to higher long-term equity incentive compensation, salaries, benefits and office rent. We expect general and administrative expenses to be lower for the remainder of 2022 as compared to 2021 due to lower incentive compensation, partially offset by higher salaries, benefits and office rent. First quarter general and administrative expenses are typically higher than in subsequent quarters due to higher long-term equity incentive compensation recognized for certain employees who meet the age and service eligibility requirements under our retirement plan. Long-term equity incentive compensation awards are typically issued during the first quarter of each year.

Interest Expense

Interest expense was $4.6 million, or 23.4%, higher in the first quarter of 2022 as compared to 2021 primarily due to higher average debt balances and lower capitalized interest. We expect interest expense to be higher for the remainder of 2022 as compared to 2021 due to higher average interest rates and lower capitalized interest.

Other Income

Other income was $0.1 million higher in the first quarter of 2022 as compared to 2021 primarily due to a loss on debt extinguishment in 2021.

Gains on Disposition of Property

Gains on disposition of property were $14.8 million lower in the first quarter of 2022 as compared to 2021 due to the net effect of the disposition activity in such periods.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates was $0.3 million, or 52.9%, lower in the first quarter of 2022 as compared to 2021 primarily due to the acquisition of our joint venture partner’s 75.0% interest in our Highwoods DLF Forum, LLC joint venture (the “Forum”) in the first quarter of 2021.

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Earnings Per Common Share - Diluted

Diluted earnings per common share was $0.14 lower in the first quarter of 2022 as compared to 2021 due to a decrease in net income for the reasons discussed above.

Liquidity and Capital Resources

Statements of 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 the Company’s cash flows (in thousands):


	Three Months Ended March 31,
	2022		2021		Change
Net Cash Provided By Operating Activities	$	74,078	$	82,980	$	(8,902)
Net Cash Used In Investing Activities	(59,417)		(154,917)		95,500
Net Cash Used In Financing Activities	(13,120)		(58,929)		45,809
Total Cash Flows	$	1,541	$	(130,866)	$	132,407

The change in net cash provided by operating activities in the first quarter of 2022 as compared to 2021 was primarily due to changes in operating assets and liabilities and property dispositions, partially offset by higher net cash from the operations of acquired real estate assets from PAC, same properties and development properties placed in service. We expect net cash related to operating activities to be higher for the remainder of 2022 as compared to 2021 due to higher net cash from the operations of acquired real estate assets from PAC and development properties placed in service, partially offset by property dispositions.

The change in net cash used in investing activities in the first quarter of 2022 as compared to 2021 was primarily due to the acquisition of our joint venture partner’s 75.0% interest in the Forum in 2021, partially offset by greater net proceeds from disposition activity in 2021 and our investment in the 2827 Peachtree joint venture in 2022. We expect uses of cash for investing activities for the remainder of 2022 to be primarily driven by whether or not we acquire and commence development of additional office buildings in the BBDs of our markets. Additionally, as of March 31, 2022, we have approximately $150 million left to fund of our previously-announced development activity in 2022 and future years. We expect these uses of cash for investing activities will be partially offset by proceeds from property dispositions for the remainder of 2022.

The change in net cash used in financing activities in the first quarter of 2022 as compared to 2021 was primarily due to net debt borrowings in 2022. Assuming the net effect of our acquisition, disposition and development activity in 2022 results in an increase to our assets, we would expect outstanding debt and/or Common Stock balances to increase.

Capitalization

The following table sets forth the Company’s capitalization (in thousands, except per share amounts):


	March 31, 2022		December 31, 2021

Mortgages and notes payable, net, at recorded book value	$	2,827,898	$	2,788,915

Preferred Stock, at liquidation value	$	28,821	$	28,821
Common Stock outstanding	105,144		104,893
Common Units outstanding (not owned by the Company)	2,505		2,505
Per share stock price at period end	$	45.74	$	44.59
Market value of Common Stock and Common Units	$	4,923,865	$	4,788,877
Total capitalization	$	7,780,584	$	7,606,613

At March 31, 2022, our mortgages and notes payable and outstanding preferred stock represented 36.7% of our total capitalization and 39.7% of the undepreciated book value of our assets. See also “Executive Summary - Liquidity and Capital Resources.”

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Our mortgages and notes payable as of March 31, 2022 consisted of $490.0 million of secured indebtedness with a weighted average interest rate of 3.63% and $2,352.5 million of unsecured indebtedness with a weighted average interest rate of 3.30%. The secured indebtedness was collateralized by real estate assets with an undepreciated book value of $728.1 million. As of March 31, 2022, $310.0 million of our debt does not bear interest at fixed rates or is not protected by interest rate hedge contracts.

Investment Activity

In the normal course of business, we regularly evaluate potential acquisitions. As a result, from time to time, we may have one or more potential acquisitions under consideration that are in varying stages of evaluation, negotiation or due diligence, including potential acquisitions that are subject to non-binding letters of intent or enforceable contracts. Consummation of any transaction is subject to a number of contingencies, including the satisfaction of customary closing conditions. No assurances can be provided that we will acquire any properties in the future. See “Item 1A. Risk Factors - Risks Related to our Capital Recycling Activity - Recent and future acquisitions and development properties may fail to perform in accordance with our expectations and may require renovation and development costs exceeding our estimates” in our ~~2020~~2021 Annual Report on Form 10-K.

During the second quarter of 2021, we agreed to acquire a portfolio of office assets from PAC. The core portfolio to be acquired consists of the following four Class A office assets in Charlotte and Raleigh, which encompass 1,630,000 square feet in total, and one mixed-use redevelopment site in Atlanta: 150 Fayetteville, Raleigh (CBD); CAPTRUST Tower, Raleigh (North Hills); Capitol Towers, Charlotte (SouthPark); Morrocroft Centre, Charlotte (SouthPark); and Galleria 75, Atlanta (Cumberland/Galleria). We have also agreed to acquire two non-core assets: a mezzanine loan related to a recently constructed office building in Atlanta; and Armour Yards, a multi-building creative office project in Atlanta. Our total investment, including the estimated value of the non-core assets, is expected to be $769 million, which includes $28 million of near-term building improvements and $5 million of transaction costs. The transaction is expected to include, among other things, the assumption of four secured loans collateralized by the core office buildings estimated to be recorded at fair value of $403 million in the aggregate, with a weighted average effective interest rate of 3.7% and a weighted average maturity of 10.8 years. The value of the non-core assets represents less than 12% of the anticipated total investment. The acquisition, which is subject to customary closing conditions, is scheduled to close within 30 days of the filing of this Quarterly Report. As of July 20, 2021, we have posted $60.0 million of earnest money deposits (of which $55.0 million were recorded in prepaid expenses and other assets at June 30, 2021) that are non-refundable except in limited circumstances. As part of the transaction, PAC will separately market Armour Yards for sale to a third party. If PAC chooses not to sell Armour Yards to a third party, we will close on the acquisition of the creative office project no later than the first quarter of 2022.

We plan to fund the initial $250 million cash portion of the purchase price with a combination of restricted cash currently held in escrow as the result of recent non-core asset sales, borrowings under our current $750 million unsecured revolving credit facility and an expected $200 million, six-month unsecured bridge facility from JPMorgan Chase Bank, N.A. Both facilities bear interest at LIBOR plus 90 basis points. The bridge facility, which is subject to definitive documentation and customary conditions, can be extended at our option for an additional six-month period and will contain financial and other covenants that are similar to the covenants under our revolving credit facility.

Our plan is to ultimately fund the acquisition primarily by accelerating the sale of $500 to $600 million of existing non-core assets by mid-2022, approximately half of which is planned to close by year-end 2021. Since our announcement on April 19, 2021 to acquire the portfolio of office assets from PAC, we have sold $43.0 million of non-core assets. We can provide no assurances, however, that we will dispose of any assets on favorable terms, or at all, because the dispositions are subject to the negotiation and execution of sale agreements and would then be subject to the buyers’ completion of satisfactory due diligence and other customary closing conditions. Approximately $250 million, or an amount equal to the cash portion of the purchase price, of the planned dispositions are expected to qualify for tax-deferred treatment under Section 1031 of the Internal Revenue Code.

During the ~~second~~first quarter of ~~2021,~~2022, we sold ~~a building~~land in Tampa for a ~~sale~~sales price of ~~$43.0~~$9.6 million ~~(before closing credits to buyer of $0.9 million)~~ and recorded a gain on disposition of property of ~~$22.9~~$4.1 million.

41- In-Process Development

~~Table~~

As of ~~Contents~~

March 31, 2022, we were developing 0.4 million rentable square feet of office properties. The following table summarizes ~~our~~these announced and in-process office ~~development as of June 30, 2021:~~developments:


Property	Property	Market	Rentable Square Feet	Anticipated Total Investment (1)		Investment As Of June 30, 2021 (1)		Pre Leased %		Estimated Completion	Estimated Stabilization	Property	Market	Rentable Square Feet	Anticipated Total Investment (1)		Investment As Of March 31, 2022 (1)		Pre Leased %		Estimated Completion	Estimated Stabilization
				($ in thousands)											($ in thousands)

Asurion		Nashville	552,800	$	285,000	$	263,268	98.4	%	4Q 21	4Q 21
GlenLake III Office & Retail (2)												GlenLake III Office & Retail (2)	Raleigh	218,250	$	94,600	$	12,903	14.6	%	3Q 23	1Q 26
2827 Peachtree (3)												2827 Peachtree (3)	Atlanta	135,300	79,000		28,151		72.0		3Q 23	1Q 25

			552,800	$	285,000	$	263,268	98.4	%

														353,550	$	173,600	$	41,054	36.6	%

__________

~~__________~~(1)

~~(1)~~ Includes deferred lease commissions which are classified in deferred leasing costs on our Consolidated Balance ~~Sheets.~~Sheet.

(2)Retail portion recorded on our Consolidated Balance Sheet as land held for development, not development in-process.

(3)We own a 50% interest in this unconsolidated joint venture.

Financing Activity

During 2020, we entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Regions Securities LLC and SunTrust Robinson Humphrey, Inc. Under the terms of the equity distribution agreements, the Company may offer and sell up to $300.0 million in aggregate gross sales price of shares of Common Stock from time to time through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms (which may include block trades). During the ~~second~~first quarter of ~~2021,~~2022, the Company issued ~~149,100~~130,011 shares of Common Stock at an average gross sales price of ~~$46.11~~$46.50 per share and received net proceeds, after sales commissions, of ~~$6.8~~$6.0 million. We paid an aggregate of $0.1 million in sales commissions to ~~Wells Fargo~~SunTrust Robinson Humphrey, Inc. (which now operates under the trade name “Truist Securities, ~~LLC~~Inc.”) during ~~the second quarter of 2021.~~

~~During~~ the first quarter of ~~2021, we entered into a new~~2022.

Our $750.0 million unsecured revolving credit facility ~~which replaced our previously existing $600.0 million revolving credit facility~~is scheduled to mature in March 2025 and includes an accordion feature that allows for an additional $550.0 million of borrowing capacity subject to additional lender commitments. ~~Our new revolving credit facility is scheduled to mature in March 2025.~~ Assuming no defaults have occurred, we have an option to extend the maturity for two additional six-month periods. The ~~current~~ interest rate ~~on the new facility~~ at

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our ~~existing~~current credit ratings is LIBOR plus 90 basis points and the annual facility fee is 20 basis points. The interest rate and facility fee are based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services. The financial and other covenants under the new facility are substantially similar to our previous credit facility. We incurred $4.8 million of debt issuance costs, which will be amortized along with certain existing unamortized debt issuance costs over the remaining term of our new revolving credit facility. We recorded $0.1 million of loss on debt extinguishment. There was ~~$155.0~~$110.0 million outstanding under our ~~new~~ revolving credit facility at both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021.~~April 19, 2022. At both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021,~~April 19, 2022, we had $0.1 million of outstanding letters of credit, which reduces the availability on our revolving credit facility. As a result, the unused capacity of our revolving credit facility at both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021~~April 19, 2022 was ~~$594.9~~$639.9 million.

We previously entered into floating-to-fixed interest rate swaps through January 2022 with respect to an aggregate of $50 million LIBOR-based borrowings. These swaps effectively fixed the underlying one month LIBOR rate at a weighted average rate of 1.693%. During the first quarter of 2022, these interest rate swaps expired.

We are currently in compliance with financial covenants and other requirements with respect to our consolidated debt. Although we expect to remain in compliance with these covenants and ratios for at least the next year, depending upon our future operating performance, property and financing transactions and general economic conditions, we cannot assure you that we will continue to be in compliance.

Our revolving credit facility and bank term loans require us to comply with customary operating covenants and various financial requirements. Upon an event of default on our revolving credit facility, the lenders having at least 51.0% of the total commitments under our revolving credit facility can accelerate all borrowings then outstanding, and we could be prohibited from borrowing any further amounts under our revolving credit facility, which would adversely affect our ability to fund our operations. In addition, certain of our unsecured debt agreements contain cross-default provisions giving the unsecured lenders the right to declare a default if we are in default under more than $35.0 million with respect to other loans in some circumstances.

The indenture that governs the Operating Partnership’s outstanding notes requires us to comply with customary operating covenants and various financial ratios. The trustee or the holders of at least 25.0% in principal amount of any series of notes can accelerate the principal amount of such series upon written notice of a default that remains uncured after 60 days.

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We may not be able to repay, refinance or extend any or all of our debt at maturity or upon any acceleration. If any refinancing is done at higher interest rates, the increased interest expense could adversely affect our cash flow and ability to pay distributions. Any such refinancing could also impose tighter financial ratios and other covenants that restrict our ability to take actions that could otherwise be in our best interest, such as funding new development activity, making opportunistic acquisitions, repurchasing our securities or paying distributions.

Dividends and Distributions

To maintain its qualification as a REIT, the Company must pay dividends to stockholders that are at least 90.0% of its annual REIT taxable income, excluding net capital gains. The partnership agreement requires the Operating Partnership to distribute at least enough cash for the Company to be able to pay such dividends. The Company’s REIT taxable income, as determined by the federal tax laws, does not equal its net income under accounting principles generally accepted in the United States of America (“GAAP”). In addition, although capital gains are not required to be distributed to maintain REIT status, capital gains, if any, are subject to federal and state income tax unless such gains are distributed to stockholders.

Cash dividends and distributions reduce the amount of cash that would otherwise be available for other business purposes, including funding debt maturities, reducing debt or future growth initiatives. The amount of future distributions that will be made is at the discretion of the Company’s Board of Directors. For a discussion of the factors that will affect such cash flows and, accordingly, influence the decisions of the Company’s Board of Directors regarding dividends and distributions, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Dividends and Distributions” in our ~~2020~~2021 Annual Report on Form 10-K.

During the ~~second~~first quarter of ~~2021,~~2022, the Company declared and paid a cash dividend of ~~$0.48~~$0.50 per share of Common Stock.

Current and Future Cash Needs

We anticipate that our available cash and cash equivalents, cash flows from operating activities and other available financing sources, including the issuance of debt securities by the Operating Partnership, the issuance of secured debt, bank

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term loans, borrowings under our revolving credit facility, ~~and an expected $200 million, six-month unsecured bridge facility from JPMorgan Chase Bank, N.A.,~~ the issuance of equity securities by the Company or the Operating Partnership and the disposition of non-core assets, will be adequate to meet our short-term liquidity requirements, including ~~funding~~ the ~~$250~~$200.0 million unsecured bank term loan that is scheduled to mature in November 2022 and the $250.0 million principal amount of unsecured notes that are scheduled to mature in January 2023. We generally believe existing cash ~~portion of the purchase price~~and rental and other revenues will continue to ~~acquire a~~be sufficient to fund operating and general and administrative expenses, interest expense, our existing quarterly dividend and existing portfolio ~~of assets from PAC. See “Investment Activity.”~~capital expenditures, including building improvement costs, tenant improvement costs and lease commissions.

We had $18.7 million of cash and cash equivalents as of March 31, 2022. The unused capacity of our revolving credit facility at both ~~June 30, 2021~~March 31, 2022 and ~~July 20, 2021~~April 19, 2022 was ~~$594.9~~$639.9 million, excluding an accordion feature that allows for an additional $550.0 million of borrowing capacity subject to additional lender commitments.

We have a currently effective automatic shelf registration statement on Form S-3 with the SEC pursuant to which, at any time and from time to time, in one or more offerings on an as-needed basis, the Company may sell an indefinite amount of common stock, preferred stock and depositary shares and the Operating Partnership may sell an indefinite amount of debt securities, subject to our ability to effect offerings on satisfactory terms based on prevailing market conditions.

The Company from time to time enters into equity distribution agreements with a variety of firms pursuant to which the Company may offer and sell shares of common stock from time to time through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms (which may include block trades).

~~As noted above under “Investment Activity,”~~In April 2021, we announced a plan to ~~sell $250~~fund the acquisition of real estate assets from PAC by selling $500 million to ~~$300~~$600 million of non-core assets ~~during~~by mid-2022. From the ~~remainder~~date of ~~2021. Since our~~that announcement through March 31, 2022, we have sold ~~$43~~$363 million of ~~non-core~~ assets ~~and expect to sell an additional $207 million to $257 million of properties~~ no longer considered to be core assets due to location, age, quality and/or overall strategic fit. We can make no assurance, however, that we will sell any additional non-core assets or, if we do, what the timing or terms of any such sale will be.

See also “Executive Summary - Liquidity and Capital Resources.”

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Critical Accounting Estimates

There were no changes made by management to the critical accounting policies in the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. For a description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” in our ~~2020~~2021 Annual Report on Form 10-K.

Non-GAAP Information

The Company believes that FFO, FFO available for common stockholders and FFO available for common stockholders per share are beneficial to management and investors and are important indicators of the performance of any equity REIT. Because these FFO calculations exclude such factors as depreciation, amortization and impairments of real estate assets and gains or losses from sales of operating real estate assets, which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful life estimates, they facilitate comparisons of operating performance between periods and between other REITs. Management believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, management believes the use of FFO, FFO available for common stockholders and FFO available for common stockholders per share, together with the required GAAP presentations, provides a more complete understanding of the Company’s performance relative to its competitors and a more informed and appropriate basis on which to make decisions involving operating, financing and investing activities.

FFO, FFO available for common stockholders and FFO available for common stockholders per share are non-GAAP financial measures and therefore do not represent net income or net income per share as defined by GAAP. Net income and net income per share as defined by GAAP are the most relevant measures in determining the Company’s operating performance because these FFO measures include adjustments that investors may deem subjective, such as adding back expenses such as depreciation, amortization and impairments. Furthermore, FFO available for common stockholders per share does not depict the amount that accrues directly to the stockholders’ benefit. Accordingly, FFO, FFO available for common stockholders and FFO available for common stockholders per share should never be considered as alternatives to net income, net income available for

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common stockholders, or net income available for common stockholders per share as indicators of the Company’s operating performance.

The Company’s presentation of FFO is consistent with FFO as defined by the National Association of Real Estate Investment Trusts, which is calculated as follows:

•Net income/(loss) computed in accordance with GAAP;

•Less net income attributable to noncontrolling interests in consolidated affiliates;

•Plus depreciation and amortization of depreciable operating properties;

•Less gains, or plus losses, from sales of depreciable operating properties, plus impairments on depreciable operating properties and excluding items that are classified as extraordinary items under GAAP;

•Plus or minus our share of adjustments, including depreciation and amortization of depreciable operating properties, for unconsolidated joint venture investments (to reflect funds from operations on the same basis); and

•Plus or minus adjustments for depreciation and amortization and gains/(losses) on sales of depreciable operating properties, plus impairments on depreciable operating properties, and noncontrolling interests in consolidated affiliates related to discontinued operations.

In calculating FFO, the Company includes net income attributable to noncontrolling interests in the Operating Partnership, which the Company believes is consistent with standard industry practice for REITs that operate through an UPREIT structure. The Company believes that it is important to present FFO on an as-converted basis since all of the Common Units not owned by the Company are redeemable on a one-for-one basis for shares of its Common Stock.

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The following table sets forth the Company’s FFO, FFO available for common stockholders and FFO available for common stockholders per share (in thousands, except per share amounts):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Funds from operations:	Funds from operations:									Funds from operations:
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Net (income) attributable to noncontrolling interests in consolidated affiliates	Net (income) attributable to noncontrolling interests in consolidated affiliates	(294)		(289)		(575)		(574)		Net (income) attributable to noncontrolling interests in consolidated affiliates		(257)		(281)
Depreciation and amortization of real estate assets	Depreciation and amortization of real estate assets	61,293		58,764		121,521		119,196		Depreciation and amortization of real estate assets		68,992		60,228
Impairments of depreciable properties		—		1,778		—		1,778

(Gains) on disposition of depreciable properties	(Gains) on disposition of depreciable properties	(22,862)		—		(41,799)		(152,661)		(Gains) on disposition of depreciable properties		—		(18,937)

Unconsolidated affiliates:	Unconsolidated affiliates:									Unconsolidated affiliates:
Depreciation and amortization of real estate assets	Depreciation and amortization of real estate assets	181		581		399		1,150		Depreciation and amortization of real estate assets		183		218

Funds from operations	Funds from operations	100,162		99,790		198,245		199,185		Funds from operations		111,021		98,083
Dividends on Preferred Stock	Dividends on Preferred Stock	(621)		(622)		(1,243)		(1,244)		Dividends on Preferred Stock		(621)		(622)

Funds from operations available for common stockholders	Funds from operations available for common stockholders	$	99,541	$	99,168	$	197,002	$	197,941��	Funds from operations available for common stockholders		$	110,400	$	97,461
Funds from operations available for common stockholders per share	Funds from operations available for common stockholders per share	$	0.93	$	0.93	$	1.84	$	1.86	Funds from operations available for common stockholders per share		$	1.03	$	0.91
Weighted average shares outstanding (1)	Weighted average shares outstanding (1)	106,964		106,730		106,887		106,681		Weighted average shares outstanding (1)		107,453		106,810

__________

(1)Includes assumed conversion of all potentially dilutive Common Stock equivalents.

In addition, the Company believes NOI and same property NOI are useful supplemental measures of the Company’s property operating performance because such metrics provide a performance measure of the revenues and expenses directly involved in owning real estate assets and a perspective not immediately apparent from net income or FFO. The Company defines NOI as rental and other revenues less rental property and other expenses. The Company defines cash NOI as NOI less lease termination fees, straight-line rent, amortization of lease incentives and amortization of acquired above and below market leases. Other REITs may use different methodologies to calculate NOI, same property NOI and cash NOI.

As of ~~June 30,~~March 31, 2022, our same property portfolio consisted of 153 in-service properties encompassing 24.9 million rentable square feet that were wholly owned during the entirety of the periods presented (from January 1, 2021 to March 31, 2022). As of December 31, 2021, our same property portfolio consisted of ~~161~~148 in-service properties encompassing ~~25.7~~24.2 million

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rentable square feet that were wholly owned during the entirety of the periods presented (from January 1, 2020 to ~~June 30, 2021). As of~~ December 31, 2020, our same property portfolio consisted of 159 in-service properties encompassing 24.4 million rentable square feet that were wholly owned during the entirety of the periods presented (from January 1, 2019 to December 31, 2020)2021). The change in our same property portfolio was due to the addition of ~~one property~~five acquired properties encompassing ~~0.8~~0.6 million rentable square feet acquired during 2019 and three newly developed properties encompassing 0.7 million rentable square feet placed in service during 2019. These additions were offset by the removal of two properties encompassing 0.2 million rentable square feet that were sold during 2021.feet.

Rental and other revenues related to properties not in our same property portfolio were ~~$8.4~~$27.6 million and ~~$7.2~~$10.9 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $15.9 million and $20.1 million for the six months ended June 30, 2021 and 2020,~~ respectively. Rental property and other expenses related to properties not in our same property portfolio were ~~$2.0~~$6.5 million and ~~$2.3~~$3.6 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $3.6 million and $7.3 million for the six months ended June 30, 2021 and 2020,~~ respectively.

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The following table sets forth the Company’s NOI, same property NOI and same property cash NOI (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	61,844	$	38,956	$	118,699	$	230,296	Net income		$	42,103	$	56,855
Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	(431)		(1,179)		(1,068)		(2,142)		Equity in earnings of unconsolidated affiliates		(300)		(637)
Gains on disposition of property	Gains on disposition of property	(22,862)		(318)		(41,799)		(153,385)		Gains on disposition of property		(4,100)		(18,937)
Other income	Other income	(332)		(588)		(644)		(657)		Other income		(363)		(312)
Interest expense	Interest expense	19,001		19,840		38,769		41,117		Interest expense		24,393		19,768
General and administrative expenses	General and administrative expenses	10,107		10,084		20,059		21,014		General and administrative expenses		13,556		9,952
Impairments of real estate assets		—		1,778		—		1,778

Depreciation and amortization	Depreciation and amortization	61,949		59,461		122,876		120,611		Depreciation and amortization		69,667		60,927
Net operating income	Net operating income	129,276		128,034		256,892		258,632		Net operating income		144,956		127,616
Non same property and other net operating income	Non same property and other net operating income	(6,378)		(4,930)		(12,282)		(12,839)		Non same property and other net operating income		(21,084)		(7,252)
Same property net operating income	Same property net operating income	$	122,898	$	123,104	$	244,610	$	245,793	Same property net operating income		$	123,872	$	120,364

Same property net operating income	Same property net operating income	$	122,898	$	123,104	$	244,610	$	245,793	Same property net operating income		$	123,872	$	120,364
Lease termination fees, straight-line rent and other non-cash adjustments (1)	Lease termination fees, straight-line rent and other non-cash adjustments (1)	(3,305)		(15,458)		(6,734)		(26,237)		Lease termination fees, straight-line rent and other non-cash adjustments (1)		(4,539)		(3,580)
Same property cash net operating income	Same property cash net operating income	$	119,593	$	107,646	$	237,876	$	219,556	Same property cash net operating income		$	119,333	$	116,784

__________

(1) Includes ~~$0.9~~$0.1 million and ~~$2.1~~$1.2 million of repayments of temporary rent deferrals, net of additional temporary rent deferrals granted by the Company, during the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, respectively. ~~Includes $5.0 million of temporary rent deferrals granted by the Company during both the three and six months ended June 30, 2020.~~

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The effects of potential changes in interest rates are discussed below. Our market risk discussion includes “forward-looking statements” and represents an estimate of possible changes in fair value or future earnings that would occur assuming hypothetical future movements in interest rates. Actual future results may differ materially from those presented. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and the Notes to Consolidated Financial Statements for a description of our accounting policies and other information related to these financial instruments.

We borrow funds at a combination of fixed and variable rates. Borrowings under our revolving credit facility and bank term loans bear interest at variable rates. Our long-term debt, which consists of secured and unsecured long-term financings, typically bears interest at fixed rates. Our interest rate risk management objectives are to limit generally the impact of interest rate changes on earnings and cash flows and lower our overall borrowing costs. To achieve these objectives, from time to time we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to existing and prospective debt instruments. We generally do not hold or issue these derivative contracts for trading or speculative purposes.

At ~~June 30, 2021,~~March 31, 2022, we had ~~$2,133.8~~$2,532.5 million principal amount of fixed rate debt outstanding, a ~~$150.2~~$1.6 million decrease as compared to December 31, ~~2020,~~2021, excluding debt with a variable rate that is effectively fixed by related interest rate hedge contracts. The estimated aggregate fair market value of this debt was ~~$2,277.3~~$2,470.1 million. If interest rates had been 100 basis points higher, the aggregate fair market value of our fixed rate debt would have been ~~$141.4~~$140.0 million lower. If interest rates had been 100 basis points lower, the aggregate fair market value of our fixed rate debt would have been ~~$153.3~~$151.2 million higher.

At ~~June 30, 2021,~~March 31, 2022, we had ~~$305.0~~$310.0 million of variable rate debt outstanding, a ~~$155.0~~$90.0 million increase as compared to December 31, ~~2020,~~2021, not protected by interest rate hedge contracts. If the weighted average interest rate on this variable rate debt had been 100 basis points higher or lower, the annual interest expense at ~~June 30, 2021~~March 31, 2022 would increase or decrease by $3.1 million.

At June 30, 2021, we had $50.0 million of variable rate debt outstanding with $50.0 million of related floating-to-fixed interest rate swaps. These swaps effectively fix the underlying one-month LIBOR rate at a weighted average rate of 1.693%. If the underlying LIBOR interest rates increase or decrease by 100 basis points, the aggregate fair market value of the swaps at June 30, 2021 would increase or decrease by $0.3 million.

We are exposed to certain losses in the event of nonperformance by the counterparties, which are major financial institutions, under the swaps. We regularly evaluate the financial condition of our counterparties using publicly available information. Based on this review, we currently expect the counterparties to perform fully under the swaps. However, if a counterparty defaults on its obligations under a swap, we could be required to pay the full rates on the applicable debt, even if such rates were in excess of the rate in the contract.

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ITEM 4. CONTROLS AND PROCEDURES

SEC rules require us to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our annual and periodic reports filed with the SEC 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 our management to allow for timely decisions regarding required disclosure. The Company’s CEO and CFO have concluded that the disclosure controls and procedures of the Company and the Operating Partnership were each effective at the end of the period covered by this Quarterly Report.

SEC rules also require us to establish and maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in internal control over financial reporting during the three months ended ~~June 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There were also no changes in internal control over financial reporting during the three months ended ~~June 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During the second quarter of 2021, the Company issued an aggregate of 1,000~~The following table sets forth information related to shares of Common Stock surrendered by employees to ~~holders~~satisfy tax withholding obligations in connection with the vesting of ~~Common Units in~~restricted stock during the ~~Operating Partnership upon the redemption~~first quarter of a like number of Common Units in private offerings exempt from the registration requirements pursuant to Section 4(2) of the Securities Act. Each of the holders of Common Units was an accredited investor under Rule 501 of the Securities Act. The resale of such shares was registered by the Company under the Securities Act.2022:


	Total Number of Shares Purchased	Weighted Average Price Paid per Share
January 1 to January 31	—	$	—
February 1 to February 28	—	—
March 1 to March 31	49,188	43.60
Total	49,188	$	43.60

ITEM 5. OTHER INFORMATION

We face risks associated with security breaches through cyberattacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems. The audit committee of the Company’s Board of Directors is responsible for overseeing management’s risk assessment and risk management processes designed to monitor and control information security risk. Anne Lloyd, chair of our audit committee, has significant experience overseeing the technology function and processes at other public companies. Ryan Hunt, the Company’s chief information officer, who holds a Bachelor of Science in Information Systems Management and has held multiple technology positions at the Company, ~~has announced that Mark F. Mulhern, 61, will retire as Executive Vice President~~regularly briefs the audit committee on information security matters. These briefings generally occur on a quarterly basis. The chief information officer also generally briefs a management committee composed of the Company’s CEO, CFO and ~~Chief Financial Officer effective January 1, 2022. Brendan C. Maiorana, 45,~~multiple other executive officers on a quarterly basis. The chief information officer, who ~~currently serves as Executive Vice President of Finance and Treasurer, will assume~~leads our internal technology department, reports directly to the role of Executive Vice President, Chief Financial Officer and Treasurer upon Mr. Mulhern’s retirement. Mr. Maiorana became Executive Vice President of Finance in July 2019 and assumed the role of Treasurer in January 2021. Prior to that, he was our Senior Vice President of Finance and Investor Relations since May 2016. Prior to joining Highwoods, Mr. Maiorana spent 11 years in equity research at Wells Fargo Securities, starting as an associate equity research analyst. Prior to that, he worked four years at Ernst & Young LLP.Company’s CEO.

In recent years, we have allocated increased resources to further strengthen our approach to identify and mitigate information security risks which we believe is commercially reasonable for real estate companies, including some of the best practices of the National Institute of Standards and Technology cybersecurity framework. Since January 1, 2018, we have not experienced any information security breaches that resulted in any financial loss. We have both a disaster recovery plan, designed to restore critical systems following a cyberattack, and a business continuity plan, designed to assist management in appropriately responding and continuing to conduct business in the event of a cyberattack. Additionally, we have a cyber risk insurance policy designed to help us mitigate risk exposure by offsetting costs involved with recovery and remediation after an information security breach or similar event. We engage independent third parties to test our information security processes and systems as part of our overall enterprise risk management generally on an annual basis.

We also conduct real-world threat assessments to maintain up-to-date defenses against cyberattacks. The chief information officer solicits feedback from employees and outside advisors to identify potential gaps in information security defenses and identify areas in need of additional investment. We conduct information security training to ensure all employees are aware of information security risks and enable them to take steps to mitigate such risks and intend to continue doing so on a quarterly basis in the future. As part of this program, we also take reasonable steps to ensure any employee who may come into possession of confidential personal financial or health information has received appropriate information security awareness training.

Recognizing the risks to our own cybersecurity that can be posed by third-party service providers, the chief information officer has identified key vendors who provide services to the Company. Increased attention is devoted to identifying and mitigating cybersecurity risks associated with the use of these third-party service providers. Such providers may be asked to present the Company with internal audits or other simulation test results verifying information security procedures.

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ITEM 6. EXHIBITS


Exhibit Number			Description
~~10.1~~			~~2021 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 11, 2021)~~
~~10.2~~			Purchase and Sale Agreement dated as of April 16, 2021 by and among POP 4208 Six Forks Road, L.P., POP Morrocroft, L.P., POP 150 Fayetteville, LP, POP Capitol Towers, LP, PAC Galleria 75, LLC, POP 8 West Mezzanine Lending, LLC and Highwoods Realty Limited Partnership
~~10.3~~			Purchase and Sale Agreement dated as of April 16, 2021 by and among POP Armour Yards, LLC, POP 251 Armour Yards, LLC and Highwoods Realty Limited Partnership (portions of the exhibit have been omitted)
31.1			Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Company
31.2			Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Company
31.3			Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Operating Partnership
31.4			Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Operating Partnership
32.1			Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Company
32.2			Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Company
32.3			Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Operating Partnership
32.4			Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act for the Operating Partnership
101.INS			Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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


Highwoods Properties, Inc.
By:			/s/ ~~Mark F. Mulhern~~Brendan C. Maiorana
			~~Mark F. Mulhern~~Brendan C. Maiorana
			Executive Vice President and Chief Financial Officer


Highwoods Realty Limited Partnership
By:			Highwoods Properties, Inc., its sole general partner
By:			/s/ ~~Mark F. Mulhern~~Brendan C. Maiorana
			~~Mark F. Mulhern~~Brendan C. Maiorana
			Executive Vice President and Chief Financial Officer

Date: ~~July 27, 2021~~April 26, 2022

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	Six Months Ended June 30, 2021
	Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total
Balance at December 31, 2020	103,921,546	$	1,039	$	28,826	$	2,993,946	$	(1,462)	$	22,046	$	(686,225)	$	2,358,170
Issuances of Common Stock, net of issuance costs and tax withholdings	109,130	1		—		5,896		—		—		—		5,897
Conversions of Common Units to Common Stock	1,000	—		—		44		—		—		—		44
Dividends on Common Stock ($0.96 per share)		—		—		—		—		—		(99,778)		(99,778)
Dividends on Preferred Stock ($43.125 per share)		—		—		—		—		—		(1,243)		(1,243)
Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		(15,334)		—		—		—		(15,334)
Distributions to noncontrolling interests in consolidated affiliates		—		—		—		—		(782)		—		(782)

Issuances of restricted stock	184,584	—		—		—		—		—		—		0
Redemptions/repurchases of Preferred Stock		—		(5)		—		—		—		—		(5)
Share-based compensation expense, net of forfeitures	(6,747)	2		—		4,853		—		—		—		4,855
Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(3,117)		(3,117)
Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		575		(575)		0
Comprehensive income:
Net income		—		—		—		—		—		118,699		118,699
Other comprehensive income		—		—		—		237		—		—		237
Total comprehensive income														118,936
Balance at June 30, 2021	104,209,513	$	1,042	$	28,821	$	2,989,405	$	(1,225)	$	21,839	$	(672,239)	$	2,367,643


	Three Months Ended June 30, 2020
	Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total
Balance at March 31, 2020	103,885,918	$	1,039	$	28,856	$	3,000,614	$	(1,676)	$	22,097	$	(696,070)	$	2,354,860
Issuances of Common Stock, net of issuance costs and tax withholdings	11,018	—		—		362		—		—		—		362

Dividends on Common Stock ($0.48 per share)		—		—		—		—		—		(49,861)		(49,861)
Dividends on Preferred Stock ($21.5625 per share)		—		—		—		—		—		(622)		(622)
Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		(5,776)		—		—		—		(5,776)
Distributions to noncontrolling interests in consolidated affiliates		—		—		—		—		(631)		—		(631)


Redemptions/repurchases of Preferred Stock		—		(13)		—		—		—		—		(13)
Share-based compensation expense, net of forfeitures	0	0		—		1,242		—		—		—		1,242
Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(1,017)		(1,017)
Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		289		(289)		0
Comprehensive income:
Net income		—		—		—		—		—		38,956		38,956
Other comprehensive loss		—		—		—		(28)		—		—		(28)
Total comprehensive income														38,928
Balance at June 30, 2020	103,896,936	$	1,039	$	28,843	$	2,996,442	$	(1,704)	$	21,755	$	(708,903)	$	2,337,472


	Six Months Ended June 30, 2020
	Number of Common Shares	Common Stock		Series A Cumulative Redeemable Preferred Shares		Additional Paid-In Capital		Accumulated Other Compre-hensive Loss		Non-controlling Interests in Consolidated Affiliates		Distributions in Excess of Net Income Available for Common Stockholders		Total
Balance at December 31, 2019	103,756,046	$	1,038	$	28,859	$	2,954,779	$	(471)	$	22,010	$	(831,808)	$	2,174,407
Issuances of Common Stock, net of issuance costs and tax withholdings	(2,248)	0		—		1,401		—		—		—		1,401

Dividends on Common Stock ($0.96 per share)		—		—		—		—		—		(99,596)		(99,596)
Dividends on Preferred Stock ($43.125 per share)		—		—		—		—		—		(1,244)		(1,244)
Adjustment of noncontrolling interests in the Operating Partnership to fair value		—		—		36,525		—		—		—		36,525
Distributions to noncontrolling interests in consolidated affiliates		—		—		—		—		(829)		—		(829)

Issuances of restricted stock	149,304	—		—		—		—		—		—		0
Redemptions/repurchases of Preferred Stock		—		(16)		—		—		—		—		(16)
Share-based compensation expense, net of forfeitures	(6,166)	1		—		3,737		—		—		—		3,738
Net (income) attributable to noncontrolling interests in the Operating Partnership		—		—		—		—		—		(5,977)		(5,977)
Net (income) attributable to noncontrolling interests in consolidated affiliates		—		—		—		—		574		(574)		0
Comprehensive income:
Net income		—		—		—		—		—		230,296		230,296
Other comprehensive loss		—		—		—		(1,233)		—		—		(1,233)
Total comprehensive income														229,063
Balance at June 30, 2020	103,896,936	$	1,039	$	28,843	$	2,996,442	$	(1,704)	$	21,755	$	(708,903)	$	2,337,472