Cousins Properties Incorporated — FY2018 Form 10-K Summary
Business Context and Reporting Period
Cousins Properties is a self-managed Georgia REIT focused primarily on Class A urban office properties and mixed-use developments in Sunbelt markets, including Atlanta, Charlotte, Austin, Phoenix and Tampa. The filing covers the fiscal year ended December 31, 2018; fourth-quarter results are included but the filing is an annual report rather than a quarterly filing.
The company owned or held interests in approximately 15.0 million square feet of office space and 310,000 square feet of mixed-use space at year-end. Cousins owned approximately 98% of Cousins Properties LP, through which substantially all operations are conducted.
Key Financial Metrics
| Metric | 2018 | 2017 | Change |
|---|---|---|---|
| Total revenues | $475.2 million | $466.2 million | 2.0% increase |
| Rental property revenues | $461.9 million | $446.0 million | 3.5% increase |
| Net operating income | $297.2 million | $282.2 million | 5.3% increase |
| Same-property NOI | $264.8 million | $258.3 million | 2.5% increase |
| Net income | $80.8 million | $220.0 million | Decrease, primarily due to lower property-sale gains |
| Net income available to common stockholders | $79.2 million | $216.3 million | Decrease |
| Diluted EPS | $0.19 | $0.52 | Decrease |
| FFO | $267.9 million | $259.9 million | 3.1% increase |
| Diluted FFO per share | $0.63 | $0.61 | Increase |
| Cash flow from operations | $229.0 million | $211.6 million | 8.2% increase |
| Dividends declared per common share | $0.26 | $0.30 | Decrease |
Portfolio occupancy was 94.9% at December 31, 2018, with weighted average occupancy of 92.1% during the year. Same-property NOI increased 2.1% on a GAAP basis and 4.7% on a cash basis according to management’s portfolio metrics. Second-generation net rent increased 32.5% on a GAAP basis and 13.2% on a cash basis.
Total assets were $4.15 billion at year-end, compared with $4.20 billion in 2017. Notes payable were $1.06 billion, compared with $1.09 billion in 2017. Stockholders’ investment was $2.77 billion.
Material Changes Versus the Prior Comparable Period
- Revenue and NOI increased, supported by higher occupancy, rent growth, the lease-up of 8000 Avalon and commencement of operations at Spring & 8th.
- Net income declined sharply because 2017 included $133.1 million of gains on investment-property sales, compared with $5.4 million in 2018. Cousins had no property dispositions in 2018.
- FFO increased despite lower GAAP net income because FFO excludes gains on sales and real-estate depreciation.
- Interest expense increased 17.6% to $39.4 million, driven by 2017 senior notes and higher LIBOR-related expense on the floating-rate term loan, partly offset by mortgage repayments.
- General and administrative expense declined 19.9% to $22.0 million, primarily because of lower stock-based compensation expense.
- Cash used in investing activities was $284.5 million, compared with $112.1 million provided in 2017, reflecting lower asset-sale proceeds and continued development and land investment.
- Capital expenditures declined to $223.6 million from $320.0 million, principally because development, building-improvement and leasing expenditures decreased.
Debt, Liquidity and Capital Commitments
- The company expanded and extended its unsecured revolving credit facility from $500 million to $1.0 billion, with maturity extended to January 3, 2023.
- At year-end, no amounts were drawn on the credit facility; $2 million was utilized for letters of credit, leaving $998 million available. Cash, cash equivalents and restricted cash totaled $2.7 million.
- Consolidated debt was approximately $1.1 billion, with a weighted average interest rate of 3.82%. Fixed-rate debt totaled $817.4 million at a weighted average rate of 3.86%; variable-rate debt totaled $250 million.
- Contractual obligations totaled approximately $1.50 billion, including debt principal, interest, ground leases and other operating leases. Unfunded development and tenant-improvement commitments totaled $100.2 million.
- Unconsolidated joint ventures had $342.9 million of third-party debt. Cousins guaranteed 12.5% of the $74.6 million Carolina Square construction loan and guaranteed project completion.
- Cash dividends paid were $107.2 million, funded with operating cash flow. Management expects distributions to be funded through operating cash flow, asset sales, joint-venture distributions and, if necessary, debt.
Development, Leasing and Outlook
- Four development projects were in process at year-end, with the company’s share of estimated total costs of $245.9 million.
- Projects included Dimensional Place in Charlotte, 120 West Trinity in Atlanta, 300 Colorado in Austin and 10000 Avalon in Atlanta. Estimated completion or stabilization dates range from 2019 through 2022.
- Dimensional Place was 94% leased, 300 Colorado was 87% leased and 10000 Avalon was 40% leased at year-end. The office component of Dimensional Place was 100% leased.
- The company acquired interests in three land tracts during 2018 and reported sites capable of supporting up to 1.4 million square feet of future Class A office development.
- Management described Sunbelt markets as supported by population migration, job growth, positive office absorption and limited supply, but noted that Charlotte, Phoenix and Austin had meaningful development pipelines.
- Management did not provide a specific quantitative earnings or FFO forecast in the supplied filing text.
Risks, Contingencies and Unusual Items
- Results are concentrated geographically: Atlanta, Charlotte and Austin generated 41.5%, 18.5% and 18.1%, respectively, of property NOI for the fourth quarter.
- The top 20 tenants represented 36% of annualized base rental revenue; no single tenant represented more than 8%. Lease expirations represented 5.6% of leased space in 2019 and 6.6% in 2020.
- Key risks include tenant defaults or nonrenewals, declining rents, oversupply, economic weakness, interest-rate increases, refinancing risk, development cost overruns, construction delays, joint-venture partner issues, impairment charges, environmental liabilities, cyber incidents and regulatory changes.
- The company’s REIT status requires compliance with technical tax rules and generally distributing at least 90% of taxable income. Loss of REIT status could result in corporate-level taxation and adversely affect distributions.
- The company adopted ASU 2017-05 in 2018, recording a $22.3 million cumulative-effect increase to distributions in excess of cumulative net income.
- Beginning January 1, 2019, ASC 842 lease accounting was expected to add approximately $40 million of right-of-use assets and lease liabilities, with no material change expected in lessor accounting.
- Management reported that ordinary-course legal proceedings were not expected to have a material adverse effect. Management and Deloitte & Touche concluded that internal control over financial reporting was effective.
- Executive leadership changed effective January 2019: M. Colin Connolly became President and Chief Executive Officer, and Lawrence L. Gellerstedt III became Executive Chairman.
Most Important Facts for Investors to Verify
- Whether occupancy, rent spreads and same-property NOI remain resilient as leases expire and office-market supply increases.
- The timing, leasing progress and final costs of the four development projects, particularly 300 Colorado, Dimensional Place and 10000 Avalon.
- Debt maturities, refinancing terms and compliance with leverage, fixed-charge and unencumbered-interest-coverage covenants.
- The company’s ability to fund $100.2 million of unfunded development and tenant-improvement commitments while maintaining dividends and liquidity.
- Exposure to major tenants and concentrated markets, especially Atlanta, Charlotte and Austin.
- The effect of higher interest rates on the $250 million of variable-rate debt and future refinancing requirements.
- Future capital allocation, asset sales and dividend policy, noting that 2018 GAAP earnings were materially lower because of the absence of the large 2017 property-sale gains.