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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31,
2022
or
☐ 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)
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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)
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North Carolina |
000-21731 |
56-1869557 |
(State or other jurisdiction of incorporation or
organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
150 Fayetteville Street, Suite 1400
Raleigh, NC 27601
(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:
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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 |
Securities registered pursuant to Section 12(g) of the
Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Highwoods Properties, Inc. Yes ☒ No
☐ Highwoods
Realty Limited Partnership Yes ☒ No
☐
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.
Highwoods Properties, Inc. Yes ☐ No
☒ Highwoods
Realty Limited Partnership Yes ☐ No
☒
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 has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.
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 Act).
Highwoods Properties, Inc. Yes ☐ No
☒ Highwoods
Realty Limited Partnership Yes ☐ No
☒
If securities are registered pursuant to Section 12(b) of the
Exchange Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the
correction of an error to previously issued financial
statements.
Highwoods Properties, Inc. ☐ Highwoods
Realty Limited Partnership ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to
§240.10D-1(b).
Highwoods Properties, Inc. ☐ Highwoods
Realty Limited Partnership ☐
The aggregate market value of shares of Common Stock of Highwoods
Properties, Inc. held by non-affiliates (based upon the closing
sale price on the New York Stock Exchange) on June 30, 2022
was approximately $3.5 billion. As of January 27, 2023, there
were 105,210,858 shares of Common Stock outstanding.
There is no public trading market for the Common Units of Highwoods
Realty Limited Partnership. As a result, an aggregate market value
of the Common Units of Highwoods Realty Limited Partnership cannot
be determined.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Highwoods Properties, Inc. to be
filed in connection with its Annual Meeting of Stockholders to be
held May 16, 2023 are incorporated by reference in Part II,
Item 5 and Part III, Items 10, 11, 12, 13 and 14.
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
January 27, 2023, the latest practicable date for financial
information prior to the filing of this Annual Report.
Except as otherwise noted, all property-level operational
information presented herein, including the information set forth
in “Part I, Item 2. Properties,” includes in-service wholly owned
properties and in-service properties owned by consolidated joint
ventures (at 100%) other than properties owned by Highwoods-Markel
Associates, LLC (“Markel”). Development projects are not considered
in-service properties until such projects are completed and
stabilized. Stabilization occurs at the beginning of the first
quarter after the earlier of the projected stabilization date and
the date on which a project's occupancy generally exceeds
93%.
Markel is a joint venture in which we own a 50% interest that was
consolidated as of December 31, 2022. Effective January 1,
2023, the agreement governing the joint venture was modified to
require the consent of both partners for major operating and
financial policies of the entity. As a result, even though we
remain the managing member, because we are no longer in sole
control of the major operating and financial policies of the
entity, we will no longer consolidate Markel and will account for
the joint venture using the equity method of accounting effective
January 1, 2023.
This report combines the Annual Reports on Form 10-K for the period
ended December 31, 2022 of the Company and the Operating
Partnership. We believe combining the annual 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:
•Item
9A - Controls and Procedures;
•Item
15 - Certifications of CEO and CFO Pursuant to Sections 302 and 906
of the Sarbanes-Oxley Act;
•Consolidated
Financial Statements; and
•the
following Notes to Consolidated Financial Statements:
•Note
10 - Equity; and
•Note
13 - Earnings Per Share and Per Unit.
HIGHWOODS PROPERTIES, INC.
HIGHWOODS REALTY LIMITED PARTNERSHIP
TABLE OF CONTENTS
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Item No. |
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PART I |
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1. |
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1A. |
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1B. |
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3. |
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4. |
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X. |
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PART II |
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5. |
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7. |
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7A. |
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8. |
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9. |
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9A. |
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9B. |
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9C. |
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PART III |
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10. |
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11. |
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12. |
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13. |
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14. |
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PART IV |
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15. |
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PART I
ITEM 1. BUSINESS
General
Highwoods Properties, Inc., headquartered in Raleigh, is a
publicly-traded real estate investment trust (“REIT”). The Company
is a fully integrated office REIT that owns, develops, acquires,
leases and manages properties primarily in the best business
districts (BBDs) of Atlanta, Charlotte, Dallas, Nashville, Orlando,
Raleigh, Richmond and Tampa. Our Common Stock is traded on the New
York Stock Exchange (“NYSE”) under the symbol “HIW.”
As of December 31, 2022, the Company owned all of the
Preferred Units and 104.8 million, or 97.8%, of the Common Units in
the Operating Partnership. Limited partners owned the remaining 2.4
million Common Units. Generally, the Operating Partnership is
obligated to redeem each Common Unit at the request of the holder
thereof for cash equal to the value of one share of Common Stock
based on the average of the market price for the 10 trading days
immediately preceding the notice date of such redemption, provided
that the Company, at its option, may elect to acquire any such
Common Units presented for redemption for cash or one share of
Common Stock. The Common Units owned by the Company are not
redeemable.
The Company was incorporated in Maryland in 1994. The Operating
Partnership was formed in North Carolina in 1994. Our executive
offices are located at 150 Fayetteville Street, Suite 1400,
Raleigh, NC 27601, and our telephone number is
(919) 872-4924.
Our primary business is the operation, acquisition and development
of office properties. There are no material inter-segment
transactions. See Note 15 to our Consolidated Financial Statements
for a summary of the rental and other revenues, net operating
income and assets for each reportable segment.
Our website is www.highwoods.com. In addition to this Annual
Report, all quarterly and current reports, proxy statements,
interactive data and other information are made available, without
charge, on our website as soon as reasonably practicable after they
are filed or furnished with the Securities and Exchange Commission
(“SEC”). Information on our website is not considered part of this
Annual Report.
During 2022, the Company filed unqualified Section 303A
certifications with the NYSE. The Company and the Operating
Partnership have also filed the CEO and CFO certifications required
by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as
exhibits to this Annual Report.
Our Strategy
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, we can deliver greater
value to our customers, their teammates and, in turn, our
stockholders. Our simple strategy is to own and operate
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 our work-placemaking
strategy.
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 out of those
properties that no longer meet our criteria.
Since the beginning of 2019, we have acquired (on a wholly-owned or
joint venture basis) 4.0 million square feet of trophy office
assets for a total gross investment of $1.9 billion, placed in
service 2.1 million square feet of highly pre-leased new office
development for a total gross investment of $762.0 million and sold
7.1 million square feet of non-core assets for $1.1 billion. As of
December 31, 2022, our wholly-owned and joint venture development
pipeline consisted of in-process developments with a total
anticipated gross investment of $928.6 million. During this
timeframe, we have completed our exit from Greensboro and Memphis,
announced our plan to exit Pittsburgh and entered Charlotte and
Dallas, two higher-growth markets.
Geographic Diversification.
Our core portfolio consists primarily of office properties in
Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond
and Tampa. We do not believe that our operations are significantly
dependent upon any particular geographic market.
Conservative and Flexible Balance Sheet.
We are committed to maintaining a conservative and flexible balance
sheet with access to ample liquidity, multiple sources of debt and
equity capital and sufficient availability under our revolving
credit facility to fund our short and long-term liquidity
requirements. Our balance sheet also allows us to proactively
assure our existing and prospective customers that we are able to
fund tenant improvements and maintain our properties in good
condition while retaining the flexibility to capitalize on
favorable development and acquisition opportunities as they
arise.
Competition
Our properties compete for customers with similar properties
located in our markets primarily on the basis of location, rent,
services provided and the design, quality and condition of the
facilities. We also compete with other domestic and foreign REITs,
financial institutions, pension funds, partnerships, individual
investors and others when attempting to acquire, develop and
operate properties.
Environmental Resiliency
We are firmly committed to our intrinsic and societal
responsibility to routinely minimize all environmental impacts
resulting from the development and operation of our properties. Our
plan is to continue minimizing our energy intensity, carbon
emissions and water consumption and strive to mitigate pollution,
ensure environmental compliance and create healthy and productive
workspaces for our customers and communities. To support and
advance the environmental component of our long-term resiliency
initiatives, we have formed a management-level corporate resiliency
team that is overseen by the investment committee of the Company’s
Board of Directors. The corporate resiliency team, comprised of a
diverse group of disciplines including executive leadership, is
charged with refining our long-term resiliency strategy, driving
performance improvements across our portfolio and establishing and
tracking progress towards goals. More information regarding our
sustainability strategy and progress towards reaching our target
goals is available in the Company’s Proxy Statement filed in
connection with our annual meeting of stockholders and in our
annual corporate resiliency report that can be found under the
“Service Not Space/Sustainability” section of our website.
Information on our website is not considered part of this Annual
Report.
Government Regulation
We are subject to laws, rules and regulations of the United States
and the states and local municipalities in which we operate,
including laws and regulations relating to environmental protection
and human health and safety. Compliance with these laws, rules and
regulations has not had, and is not expected to have, a material
effect on our capital expenditures, results of operations and
competitive position as compared to prior periods. For more
information about environmental laws and regulations, see “Item 1A.
Risk Factors - Risks Related to our Operations - Costs of complying
with governmental laws and regulations may adversely affect our
results of operations.”
Information Security
We face risks associated with security breaches through cyber
attacks, 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. Management,
including the Company’s chief information officer, regularly briefs
the audit committee on information security matters. These
briefings occur as often as needed, but in no event less than once
a year. The Company’s chief information officer also regularly
briefs management’s information technology steering committee,
which includes the CEO and CFO.
We have adopted and implemented an approach to identify and
mitigate information security risks that we believe is commercially
reasonable for real estate companies, including some of the best
practices of the National Institute of Standards and Technology
cyber security framework. Since January 1, 2018, we have not
experienced any information security breaches that resulted in any
financial loss. 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 regularly engage independent third parties to
test our information security processes and systems as part of our
overall enterprise risk management. We regularly conduct
information security training to ensure all employees are aware of
information security risks and to enable them to take steps to
mitigate such risks. As part of this program, we also take
reasonable steps to ensure any employee who may come into
possession of confidential financial or health information has
received appropriate information security awareness
training.
Human Capital Resources
We focus our real estate activities in markets where we have
extensive local knowledge and own a significant amount of assets.
As a result, we operate division offices in Atlanta, Nashville,
Orlando, Raleigh, Richmond and Tampa, which are led by seasoned
real estate professionals with significant commercial real estate
experience managing across multiple economic cycles. Over the
long-term, we plan to open division offices in Charlotte and
Dallas. Shared corporate services, such as accounting, technology,
development, asset management, marketing, human resources, legal
and tax, are primarily based in Raleigh. Our senior leadership
team, led by our CEO, is based in Raleigh and oversees all of the
Company’s operations.
Fully-Integrated.
Unlike some other REITs, which outsource the leasing, management,
maintenance and/or customer service of their properties entirely to
third parties, we are a fully-integrated REIT that generally staffs
the leasing, management, maintenance and customer service of our
own portfolio. We believe being a fully-integrated REIT is in the
best long-term interests of our stockholders for a number of
reasons:
•in-house
services generally allow us to better anticipate and respond to the
many real-time demands of our existing and potential customer
base;
•we
are able to provide our customers with more cost-effective services
such as build-to-suit construction and space modification,
including tenant improvements and expansions;
•the
depth and breadth of our capabilities and resources provide us with
market information not generally available;
•operating
efficiencies achieved through our fully-integrated organization
provide a competitive advantage in servicing our properties,
retaining existing customers and attracting new
customers;
•we
can ensure the consistent deployment of a comprehensive
preventative maintenance program;
•our
established detailed service request process creates chain of
custody for a customer request and tracks status and response time,
which enables proactive identification of any underperforming
equipment and vital reconnaissance for process improvement and
leverage when specifying all aspects of any new construction;
and
•our
first-hand relationships with our customers lead to better customer
service and often result in customers seeking renewals and
additional space.
Above all, being a fully-integrated REIT across these diverse
functional areas gives us the benefit of engaging and responding to
our customers’ needs as an owner versus a vendor. We believe this
distinction, a core component of our value proposition, translates
into improved customer service and higher customer
retention.
We had 345 full-time employees as of December 31, 2022, three
fewer than we had as of December 31, 2021. Over the past three
years, our average annual turnover rate was 14%, substantially
lower than the average national industry turnover rate of 24.3% as
reported by the Bureau of Labor Statistics. Our turnover rate was
21% for 2022 largely due to the continued volatility in the job
markets in the aftermath of the COVID-19 pandemic. However, this
was lower than the average national industry turnover rate of 25.8%
and we have generally backfilled most of these positions. Moreover,
through our efforts in
providing internship and cooperative education opportunities for
future real estate professionals, we have identified a pool of
talented professionals capable of filling future hiring needs. As
of December 31, 2022, the average tenure of our employees was
10 years and the average age was 49 years.
Approximately 69% of our employees work in one of our division
offices, most of which are directly involved in the management and
maintenance of our portfolio. These include property managers,
maintenance engineers and technicians, HVAC technicians and project
managers. Personnel salaries and related costs of employees
directly involved in the management and maintenance of our
portfolio are allocated to our portfolio and recorded as rental
property and other expenses. Approximately 2% of our employees work
in our corporate development department and are directly involved
in our development pipeline. When applicable, personnel salaries
and related costs of such development employees are capitalized as
a development expenditure. Approximately 3% of our employees are
leasing professionals principally responsible for leasing our
portfolio. When applicable, commissions and related costs of such
leasing employees are capitalized as a leasing expenditure.
Generally, all other employee costs are recorded as general and
administrative expenses. In 2022, the total cost of our workforce,
including salaries, commissions, bonuses, equity and non-equity
incentive compensation and employee benefits was approximately
$61 million.
We continually conduct risk assessments of our human capital needs.
Additionally, we prioritize succession planning across various
levels of our company to ensure seamless transitions as employees
are promoted, retire or otherwise depart from their current
positions. One of our most significant human capital risks, which
has been identified by many employers in our markets and throughout
the country, concerns an increasing shortage of trade professionals
in the future, as there are fewer younger trade professionals
entering the workforce to replace retiring workers. Approximately
33% of our employees are highly specialized and skilled trade
professionals, such as maintenance engineers and technicians and
HVAC technicians. The average age of our trade professionals is 51
years, which is approximately four years older than the average age
of the remainder of our employee base. To proactively combat the
potential future shortage of skilled trade professionals, we have
partnered with local trade schools in some of our markets to
implement an apprenticeship program to encourage and incentivize
younger workers to obtain the technical skills necessary to become
a trade professional. In turn, we hope this program will create a
pipeline of future maintenance engineers and technicians and HVAC
technicians to join our company.
Total Rewards.
We strive to provide career opportunities in an energized,
inclusive and collaborative environment tailored to retain, attract
and reward highly performing employees. We do so in a culture built
on the foundations of collegiality, teamwork, hard work, humility,
creativity, humor, respect, acceptance, expertise and dedication to
each other, our stockholders and our customers.
Our total rewards program, which includes compensation and
comprehensive benefits, is crafted to provide fair and competitive
pay, insurance plans and other programs to facilitate an overall
work-life balance. The program is designed to incentivize and
reward employees and emphasize our commitment to exemplary
work.
Our total rewards program is constructed to meet certain
objectives, such as:
•Competitiveness:
Compensate with fair pay for comparable jobs within the current
labor market in which we compete for talent (none of our full-time
employees earns less than $15.00 per hour);
•Fairness:
Reward positive and successful achievements through a consistent
pay-for-performance approach administered throughout our company,
including fair and equitable pay for all employees;
•Career:
Communicate performance expectations and provide career enrichment
and/or advancement opportunities to promote our long-term
commitment to employees;
•Respect:
Support a diverse and accepting team striving to maintain balance
between career and personal life; and
•Culture:
Create and preserve an environment where employees are
acknowledged, honored and rewarded for hard work, creativity,
energy, collegiality, teamwork, initiative and a measured drive to
achieve all in an honest and respectful manner.
In addition to offering competitive salaries and wages, we offer
comprehensive, locally relevant and innovative benefits to all
eligible employees. These include, among other
benefits:
•Comprehensive
health insurance coverage;
•Attractive
paid time off, including up to 25 vacation days (depending on
tenure), two personal holidays, nine company-wide holidays, one
volunteer day, sick leave and parental leave for all new
caregivers;
•Competitive
match on contributions to our 401(k) retirement savings plan, in
which over 95% of our employees participate; and
•15%
discount on purchasing Common Stock through our employee stock
purchase plan, in which nearly 35% of our employees
participate.
All employees are paid a base salary. Nearly 50% of employees are
eligible to receive an annual bonus, which usually ranges from 5%
to 30% of the employee’s base salary. All employees are also
eligible to receive a discretionary bonus from time to time to
incentivize and reward excellent performance. Approximately 15% to
30% of employees typically receive a discretionary bonus each year,
which usually ranges from $500 to $2,000.
Approximately 8% of our employees, including officers, are also
eligible to receive long-term equity incentive compensation. Equity
incentive awards provide such employees with an ownership interest
in our company and a direct and demonstrable stake in our success.
Equity incentive awards for non-officer employees are comprised of
time-based restricted stock, which serves as a retention tool to
deter participants from seeking other employment opportunities.
Time-based restricted stock vests ratably on an annual basis,
generally over a four-year term, and if an employee receiving such
stock leaves, unvested shares are immediately forfeited except in
the event of death, disability or as otherwise provided in our
retirement plan.
Other than as described below, we have no compensation policies or
programs that reward employees solely on a transaction-specific
basis.
We have a development cash incentive plan pursuant to which all
employees, excluding executive officers, can receive a cash payout
from a development incentive pool. The amount of funds available to
be earned under the plan depends upon the timing and cash yields of
a qualifying development project and is included in the pro forma
budget for the project. Payouts under the plan have generally
ranged from $1,000 to $10,000 but could be higher under certain
circumstances.
We also pay our in-house leasing professionals commissions for
signed leases. We believe such commissions, which are paid in cash,
are comparable to what we would pay in commission fees to outside
brokers.
We do not believe that we have compensation policies or practices
that create risks that are reasonably likely to have a material
adverse effect on our company. For example, the development cash
incentive program does not create an inappropriate risk because all
development projects (inclusive of any such incentive compensation)
must be approved in advance by our executive officers and, in most
cases, the full board or the investment committee of our board,
none of whom are eligible to receive such incentives. Likewise, the
payment of leasing commissions does not create an inappropriate
risk because amounts payable are derived from net effective cash
rents (which deducts leasing capital expenditures and operating
expenses) and leases must be executed by an officer of our company,
none of whom are eligible to receive such commissions. Generally,
lease transactions of a particular size or that contain terms or
conditions that exceed certain guidelines also must be approved in
advance by our senior leadership team. Additionally, we have an
internal guideline whereby customers that account for more than 3%
of our annualized revenues are periodically reviewed with the
board. As of December 31, 2022, only Bank of America (3.8%)
and Asurion (3.6%) accounted for more than 3% of our annualized
GAAP revenues.
Health and Safety.
Primarily because many of our employees are involved with the
management and maintenance of our own portfolio, we have robust
health and safety processes and training protocols designed to
mitigate workplace incidents, risks and hazards. Among other
things, we routinely conduct:
•regulatory-required
training of affected employees regarding OSHA
compliance;
•training
on fire and life safety systems affecting our buildings and
building systems;
•training
on emergency response procedures affecting our people, our
buildings and our customers;
•simulations
and table-top exercises to ensure our crisis management and
business continuity plans are effective; and
•training
on pandemic safety affecting our people, our buildings and our
customers.
Employee Well-being.
We believe a resilient portfolio starts with having resilient
employees. Our well-being initiatives focus on the “whole person,”
as we are concerned not only for the on-the-job health and safety
of our employees, but also for their ability to lead healthy and
productive personal lives. To that end, we have established
wellness committees in each of our divisions and have a “HIW
Well-being” program to promote holistic well-being. Our health
benefit plans are designed to improve the overall health of our
employees by decreasing costs and improving access to quality
healthcare.
Employee Empowerment.
While we own and operate a collection of high-quality office
assets, we believe our team of dedicated real estate professionals
is also critically important to our success. Over the past five
years, by simplifying and streamlining our operations, we have
reduced our overall headcount by nearly 100. This right-sizing of
our employee base has created, and will continue to create,
opportunities for individual career growth. The Company has long
demonstrated a commitment to individual career growth. For example,
nearly one-third of our current employees have had significant
career advancement during their tenure with us. Through periodic
career conversations that are held at least once a year with our
employees, we create an environment that fosters and encourages an
“ownership” mentality throughout our company and empowers our
employees to continuously seek new and better ways of doing
business.
In addition to supporting the career growth of our employees, we
also seek to grow as an employer. We periodically solicit feedback
from our employees through the use of employee engagement surveys
to monitor and improve employee satisfaction in order to retain and
recruit a talented workforce. During 2021, we surveyed all of our
employees with respect to diversity and inclusion and many of our
employees with respect to work environment satisfaction. During
2022, we conducted an engagement survey.
Diversity and Inclusion.
Diversity and inclusion is a core value for our company. We strive
to create a diverse and inclusive environment in an authentic and
meaningful way. We are an equal opportunity employer, with all
qualified applicants receiving consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender
identity, national origin, disability or protected veteran status.
As of December 31, 2022, 36% of our employees were female and
26% of our employees were persons of color. Of the new employees
hired during 2022, 39% were female and 39% were persons of
color.
We have a robust diversity and inclusion program, called the “Heart
of Highwoods,” with the overall goal of creating opportunities for
all people in the commercial real estate industry, in the local
communities in which we operate and among our own teammates at the
Company. First, like all federal government contractors, we have
established goals and methods to be sure we are providing
opportunities to small and minority vendors to compete for work
with our company. Second, we are providing opportunities for our
employees to volunteer within their communities through the
recently added paid volunteer time off benefit and an additional
paid holiday on Martin Luther King, Jr. Day, a national day of
service. Third, we have a diversity and inclusion group, called the
“DIG,” made up of employees who advocate for diversity and
inclusion throughout our company. In 2022, the DIG focused on
creating relationships with local schools that support
disadvantaged and minority students, creating clear Company-wide
communication, encouraging personal career growth and continuing to
expand and diversify our vendor base.
ITEM 1A. RISK FACTORS
An investment in our securities involves various risks. Investors
should carefully consider the following risk factors in conjunction
with the other information contained in this Annual Report before
trading in our securities. If any of these risks actually occur,
our business, results of operations, prospects and financial
condition could be adversely affected.
Risks Related to our Operations
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 over the
long-term.
The COVID-19 pandemic has had, and another pandemic in the future
could have, repercussions across regional and global economies and
financial markets. Most countries, including the United States,
reacted to the pandemic by restricting many business and travel
activities, mandating the partial or complete closures of certain
business and schools and taking other actions to mitigate the
spread of the virus, most of which had a disruptive effect on
economic activity, including the use of and demand for office
space. Many private businesses, including some of our customers,
continue to permit some or all of their employees to work from home
some or all of the time even after the pandemic has subsided.
Potential changes in customer behavior, such as the continued
social acceptance, desirability and perceived economic benefits of
work-from-home arrangements prompted initially by the pandemic,
could materially and negatively impact the future demand for office
space over the long-term.
Adverse economic conditions in our markets that negatively impact
the demand for office space, such as high unemployment, may result
in lower occupancy and rental rates for our portfolio, which would
adversely affect our results of operations.
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. In addition, the timing of changes in occupancy levels
tends to lag the timing of changes in overall economic activity and
employment levels. Occupancy in our office portfolio decreased from
91.2% as of December 31, 2021 to 91.0% as of December 31,
2022. Average occupancy in future periods will be lower, perhaps
significantly lower, if potential changes in customer behavior,
such as the continued social acceptance, desirability and perceived
economic benefits of work-from-home arrangements, result in reduced
future demand for office space over the long-term. For additional
information regarding our average occupancy and rental rate trends
over the past five years, see “Item 2. Properties.” Lower rental
revenues that result from lower average occupancy or lower rental
rates with respect to our same property portfolio will adversely
affect our results of operations unless offset by the impact of any
newly acquired or developed properties or lower variable operating
expenses, general and administrative expenses and/or interest
expense.
We face considerable competition in the leasing market and may be
unable to renew existing leases or re-let space on terms similar to
the existing leases, or we may spend significant capital in our
efforts to renew and re-let space, which may adversely affect our
results of operations.
In addition to seeking to increase our average occupancy by leasing
current vacant space, we also concentrate our leasing efforts on
renewing existing leases. Because we compete with a number of other
developers, owners and operators of office and office-oriented,
mixed-use properties, we may be unable to renew leases with our
existing customers and, if our current customers do not renew their
leases, we may be unable to re-let the space to new customers. To
the extent that we are able to renew existing leases or re-let such
space to new customers, heightened competition resulting from
adverse market conditions may require us to utilize rent
concessions and tenant improvements to a greater extent than we
anticipate or have historically. Further, changes in space
utilization by our customers due to technology, economic
conditions, business culture and/or a need for less space due to
the increasing prevalence of work-from-home arrangements by certain
employers also affect the occupancy of our properties. As a result,
customers may seek to downsize by leasing less space from us upon
any renewal.
If our competitors offer space at rental rates below current market
rates or below the rental rates we currently charge our customers,
we may lose existing and potential customers, and we may be
pressured to reduce our rental rates below those we currently
charge in order to retain customers upon expiration of their
existing leases. Even if our customers renew their leases or we are
able to re-let the space, the terms and other costs of renewal or
re-letting, including the cost of required renovations, increased
tenant improvement allowances, leasing commissions, reduced rental
rates and other potential concessions, may be less favorable than
the terms of our current leases and could require significant
capital expenditures. From time to time, we may also agree to
modify the terms of existing leases to incentivize customers to
renew their leases. If we are unable to renew leases or re-let
space in a reasonable time, or if our rental rates decline or our
tenant improvement costs, leasing commissions or other costs
increase, our financial condition and results of operations would
be adversely affected.
Difficulties or delays in renewing leases with large customers or
re-leasing space vacated by large customers could materially impact
our results of operations.
Our 20 largest customers account for a meaningful portion of our
revenues. See “Item 2. Properties - Customers” and “Item 2.
Properties - Lease Expirations.” There are no assurances that these
customers, or any of our other large customers, will renew all or
any of their space upon expiration of their current
leases.
Some of our leases provide customers with the right to terminate
their leases early, which could have an adverse effect on our
financial condition and results of operations.
Certain of our leases permit our customers to terminate their
leases as to all or a portion of the leased premises prior to their
stated lease expiration dates under certain circumstances, such as
providing notice by a certain date and, in many cases, paying a
termination fee. To the extent that our customers exercise early
termination rights, our results of operations will be adversely
affected, and we can provide no assurances that we will be able to
generate an equivalent amount of net effective rent by leasing the
vacated space to others.
Our results of operations and financial condition could be
adversely affected by financial difficulties experienced by a major
customer, or by a number of smaller customers, including
bankruptcies, insolvencies or general downturns in
business.
Our operations depend on the financial stability of our customers.
A default by a significant customer on its lease payments would
cause us to lose the revenue and any other amounts due under such
lease. In the event of a customer default or
bankruptcy, we may experience delays in enforcing our rights as
landlord and may incur substantial costs re-leasing the property.
We cannot evict a customer solely because of its bankruptcy. On the
other hand, a court might authorize the customer to reject and
terminate its lease. In such case, our claim against the bankrupt
customer for unpaid, future rent would be subject to a statutory
cap that might be substantially less than the remaining rent
actually owed under the lease. As a result, our claim for unpaid
rent would likely not be paid in full and we may be required to
write-off deferred leasing costs and recognize credit losses on
accrued straight-line rents receivable. These events could
adversely impact our financial condition and results of
operations.
An oversupply of space in our markets often causes rental rates and
occupancies to decline, making it more difficult for us to lease
space at attractive rental rates, if at all.
Undeveloped land in many of the markets in which we operate is
generally more readily available and less expensive than in higher
barrier-to-entry markets. As a result, even during times of
positive economic growth, we and/or our competitors could construct
new buildings that would compete with our existing properties. Any
such oversupply could result in lower occupancy and rental rates in
our portfolio, which would have a negative impact on our results of
operations.
In order to maintain and/or increase the quality of our properties
and successfully compete against other properties, we regularly
must spend money to maintain, repair, renovate and improve our
properties, which could negatively impact our financial condition
and results of operations.
If our properties are not as attractive to customers as properties
owned by our competitors due to physical condition, lack of
suitable nearby amenities or other similar factors, we could lose
customers or suffer lower rental rates. As a result, we may from
time to time make significant capital expenditures to maintain or
enhance the competitiveness of our properties. There can be no
assurances that any such expenditures would result in higher
occupancy or higher rental rates or deter existing customers from
relocating to properties owned by our competitors.
Costs of complying with governmental laws and regulations may
adversely affect our results of operations.
All real property and the operations conducted on real property are
subject to federal, state and local laws and regulations relating
to environmental protection and human health and safety. Some of
these laws and regulations may impose joint and several liability
on customers, owners or operators for the costs to investigate or
remediate contaminated properties, regardless of fault or whether
the acts causing the contamination were legal. In addition, the
presence of hazardous substances, or the failure to properly
remediate these substances, may hinder our ability to sell, rent or
pledge such property as collateral for future
borrowings.
Compliance with new laws or regulations or stricter interpretation
of existing laws may require us to incur significant expenditures.
Future laws or regulations may impose significant environmental
liability. Additionally, our customers’ operations, operations in
the vicinity of our properties, such as the presence of underground
storage tanks, or activities of unrelated third parties may affect
our properties. In addition, there are various local, state and
federal fire, health, life-safety and similar regulations with
which we may be required to comply and that may subject us to
liability in the form of fines or damages for noncompliance. Any
expenditures, fines or damages we must pay would adversely affect
our results of operations.
Discovery of previously undetected environmentally hazardous
conditions may adversely affect our financial condition and results
of operations.
Under various federal, state and local environmental laws and
regulations, a current or previous property owner or operator may
be liable for the cost to remove or remediate hazardous or toxic
substances on such property. These costs could be significant. Such
laws often impose liability whether or not the owner or operator
knew of, or was responsible for, the presence of such hazardous or
toxic substances. Environmental laws also may impose restrictions
on the manner in which property may be used or businesses may be
operated, and these restrictions may require significant
expenditures or prevent us from entering into leases with
prospective customers that may be impacted by such laws.
Environmental laws provide for sanctions for noncompliance and may
be enforced by governmental agencies or private parties. Certain
environmental laws and common law principles could be used to
impose liability for release of and exposure to hazardous
substances, including asbestos-containing materials. Third parties
may seek recovery from real property owners or operators for
personal injury or property damage associated with exposure to
released hazardous substances. The cost of defending against claims
of liability, of complying with environmental regulatory
requirements, of remediating any contaminated property, or of
paying personal injury claims could adversely affect our financial
condition and results of operations.
Our same property results of operations would suffer if costs of
operating our properties, such as real estate taxes, utilities,
insurance, maintenance and other costs, rise faster than our
ability to increase rental revenues and/or cost recovery
income.
While we receive additional rent from our customers that is based
on recovering a portion of operating expenses, increased operating
expenses will negatively impact our results of operations. Our
revenues, including cost recovery income, are subject to
longer-term leases and may not be quickly increased sufficient to
recover an increase in operating costs and expenses. Furthermore,
the costs associated with owning and operating a property are not
necessarily reduced when circumstances such as market factors and
competition cause a reduction in rental revenues from the property.
Increases in same
property operating expenses would adversely affect our results of
operations unless offset by higher rental rates, higher cost
recovery income, the impact of any newly acquired or developed
properties, lower general and administrative expenses and/or lower
interest expense.
Natural disasters and climate change could have an adverse impact
on our cash flow and operating results.
Climate change may add to the unpredictability and frequency of
natural disasters and severe weather conditions and create
additional uncertainty as to future trends and exposures. Many of
our buildings are located in areas that are subject to natural
disasters and severe weather conditions such as hurricanes,
earthquakes, droughts, snow storms, floods and fires. The impact of
climate change or the occurrence of natural disasters can delay new
development projects, increase investment costs to repair or
replace damaged properties, increase operating costs, create
additional investment costs to make improvements to existing
properties to comply with climate change regulations or otherwise
reduce the carbon footprint of our portfolio, increase future
property insurance costs and negatively impact the demand for
office space.
Our insurance coverage on our properties may be inadequate.
We carry insurance on all of our properties, including insurance
for liability, fire, windstorms, floods, earthquakes, environmental
concerns and business interruption. Insurance companies, however,
limit or exclude coverage against certain types of losses, such as
losses due to terrorist acts, named windstorms, earthquakes and
toxic mold. Thus, we may not have insurance coverage, or sufficient
insurance coverage, against certain types of losses and/or there
may be decreases in the insurance coverage available. Should an
uninsured loss or a loss in excess of our insured limits occur, we
could lose all or a portion of the capital we have invested in a
property or properties, as well as the anticipated future operating
income from the property or properties. If any of our properties
were to experience a catastrophic loss, it could disrupt our
operations, delay revenue, result in large expenses to repair or
rebuild the property and/or damage our reputation among our
customers and investors generally. Further, if any of our insurance
carriers were to become insolvent, we would be forced to replace
the existing insurance coverage with another suitable carrier, and
any outstanding claims would be at risk for collection. In such an
event, we cannot be certain that we would be able to replace the
coverage at similar or otherwise favorable terms. Such events could
adversely affect our results of operations and financial
condition.
We have obtained title insurance policies for each of our
properties, typically in an amount equal to its original purchase
price. However, these policies may be for amounts less than the
current or future values of our properties, particularly for land
parcels on which we subsequently construct a building. In such
event, if there is a title defect relating to any of our
properties, we could lose some of the capital invested in and
anticipated profits from such properties.
Failure to comply with Federal government contractor requirements
could result in substantial costs and loss of substantial
revenue.
We are subject to compliance with a wide variety of complex legal
requirements because we are a Federal government contractor. These
laws regulate how we conduct business, require us to administer
various compliance programs and require us to impose compliance
responsibilities on some of our contractors. Our failure to comply
with these laws could subject us to fines and penalties, cause us
to be in default of our leases and other contracts with the Federal
government and bar us from entering into future leases and other
contracts with the Federal government.
We face risks associated with security breaches through cyber
attacks, cyber intrusions, ransomware or otherwise, as well as
other significant disruptions of our information technology (“IT”)
networks and related systems.
We face risks associated with security breaches, whether through
cyber attacks or cyber intrusions over the Internet, malware,
ransomware, computer viruses, attachments to e-mails, persons
inside our organization or persons with access to systems inside
our organization, and other significant disruptions of our IT
networks and related systems. The risk of a security breach or
disruption, particularly through cyber attack or cyber intrusion,
including by computer hackers, foreign governments and cyber
terrorists, has generally increased as the number, intensity and
sophistication of attempted attacks and intrusions from around the
world have increased. Our IT networks and related systems are
essential to the operation of our business and our ability to
perform day-to-day operations (including managing our building
systems) and, in some cases, may be critical to the operations of
certain of our customers. Although we make efforts to maintain the
security and integrity of these types of IT networks and related
systems, and we have implemented various measures to manage the
risk of a security breach or disruption, there can be no assurance
that our security efforts and measures will be effective or that
attempted security breaches or disruptions would not be successful
or damaging. Even the most well protected information, networks,
systems and facilities remain potentially vulnerable because the
techniques used in such attempted security breaches evolve and
generally are not recognized until launched against a target, and
in some cases are designed not to be detected and, in fact, may not
be detected. Accordingly, we may be unable to anticipate these
techniques or to implement adequate security barriers or other
preventative measures, and thus it is impossible for us to entirely
mitigate this risk.
A security breach or other significant disruption involving our IT
networks and related systems could:
•disrupt
the proper functioning of our networks and systems and therefore
our operations and/or those of certain of our
customers;
•result
in misstated financial reports, violations of loan covenants,
missed reporting deadlines and/or missed permitting
deadlines;
•result
in our inability to properly monitor our compliance with the rules
and regulations regarding our qualification as a REIT;
•result
in the unauthorized access to, and destruction, loss, theft,
misappropriation or release of, proprietary, confidential,
sensitive or otherwise valuable information of ours or others,
which others could use to compete against us or which could expose
us to damage claims by third-parties for disruptive, destructive or
otherwise harmful purposes and outcomes;
•result
in our inability to maintain the building systems relied upon by
our customers for the efficient use of their leased
space;
•require
significant management attention and resources to remedy any
damages that result;
•subject
us to claims for breach of contract, damages, credits, penalties or
termination of leases or other agreements; or
•damage
our reputation among our customers and investors
generally.
Any or all of the foregoing could have a material adverse effect on
our results of operations, financial condition and cash
flows.
Risks Related to our Investment Activities
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 the normal course of business, we typically evaluate potential
acquisitions, enter into non-binding letters of intent, and may, at
any time, enter into contracts to acquire additional properties.
Acquired properties may fail to perform in accordance with our
expectations due to lease-up risk, renovation cost risks and other
factors. In addition, the renovation and improvement costs we incur
in bringing an acquired property up to our standards may exceed our
original estimates. We may not have the financial resources to make
suitable acquisitions or renovations on favorable terms or at
all.
Further, we face significant competition for attractive investment
opportunities from an indeterminate number of other real estate
investors, including investors with significantly greater capital
resources and access to capital than we have, such as domestic and
foreign corporations and financial institutions, publicly-traded
and privately-held REITs, private institutional investment funds,
investment banking firms, life insurance companies and pension
funds. Moreover, owners of office properties may be reluctant to
sell, resulting in fewer acquisition opportunities. As a result of
such increased competition and limited opportunities, we may be
unable to acquire additional properties or the purchase price of
such properties may be significantly elevated, which would reduce
our expected return from making any such acquisitions.
In addition to acquisitions, we periodically consider developing or
re-developing properties. Risks associated with development and
re-development activities include:
•the
unavailability of favorable financing;
•construction
costs exceeding original estimates;
•construction
and lease-up delays resulting in increased debt service expense and
construction costs; and
•lower
than anticipated occupancy rates and rents causing a property to be
unprofitable or less profitable than originally
estimated.
Development and re-development activities are also subject to risks
relating to our ability to obtain, or delays in obtaining, any
necessary zoning, land-use, building, occupancy and other required
governmental and utility company authorizations. Further, we hold
and expect to continue to acquire non-income producing land for
future development. See “Item 2. Properties - Land Held for
Development.” No assurances can be provided as to when, if ever, we
will commence development projects on such land or if any such
development projects would be on favorable terms. The fixed costs
of acquiring and owning development land, such as the ongoing
payment of property taxes, adversely affects our results of
operations until such land is either placed in service or
sold.
Illiquidity of real estate investments and the tax effect of
dispositions could significantly impede our ability to sell assets
or respond to favorable or adverse changes in the performance of
our properties.
Because real estate investments are relatively illiquid, our
ability to promptly sell one or more properties in our portfolio in
response to changing economic, financial and investment conditions
is limited. We intend to continue to sell some of our properties in
the future as part of our investment strategy and activities.
However, we cannot predict whether we will be able to sell any
property for the price or on the terms set by us, or whether the
price or other terms offered by a prospective purchaser would be
acceptable to us. We also cannot predict the length of time needed
to find a willing purchaser and close the sale of a
property.
Certain of our properties have low tax bases relative to their
estimated current market values, and accordingly, the sale of such
assets would generate significant taxable gains unless we sold such
properties in a tax-deferred exchange under Section 1031 of the
Internal Revenue Code or another tax-free or tax-deferred
transaction. For an exchange to qualify for tax-deferred treatment
under Section 1031, the net proceeds from the sale of a property
must be held by an escrow agent until applied toward the purchase
of real estate qualifying for gain deferral. Given the competition
for properties meeting our investment criteria, there could be a
delay in reinvesting such proceeds or we may be unable to reinvest
such proceeds at all. Any delay or limitation in using the
reinvestment proceeds to acquire additional income producing assets
could adversely affect our near-term results of operations.
Additionally, in connection with tax-deferred 1031 transactions,
our restricted cash balances may be commingled with other funds
being held by any such escrow agent, which subjects our balance to
the credit risk of the institution. If we sell properties outright
in taxable transactions, we may elect to distribute some or all of
the taxable gain to our stockholders under the requirements of the
Internal Revenue Code for REITs, which in turn could negatively
affect our future results of operations and may increase our
leverage. If a transaction’s gain that is intended to qualify as a
Section 1031 deferral is later determined to be taxable, we may
face adverse consequences, and if the laws applicable to such
transactions are amended or repealed, we may not be able to dispose
of properties on a tax-deferred basis.
Our use of joint ventures may limit our control over and
flexibility with jointly owned investments.
From time to time, we own, develop and acquire properties in joint
ventures with other persons or entities when circumstances warrant
the use of these structures. Types of joint venture investments
include noncontrolling ownership interests in entities such as
partnerships and limited liability companies and tenant-in-common
interests in which we own less than 100% of the undivided interests
in a real estate asset. In some cases, we rely on our joint venture
partners to manage and lease the properties. Our participation in
joint ventures is subject to the risks that:
•we
could become engaged in a dispute with any of our joint venture
partners that might affect our ability to develop or operate a
property;
•some
of our joint ventures are subject to debt and the refinancing of
such debt may require equity capital calls;
•our
joint venture partners may default on their obligations
necessitating that we fulfill their obligation
ourselves;
•our
joint ventures may be unable to repay any amounts that we may loan
to them;
•we
may need our joint venture partner’s approval to take certain
actions and, therefore, we may be unable to cause a joint venture
to implement decisions that we consider advisable;
•our
joint venture partners may have different objectives than we have
regarding the appropriate timing and terms of any renovation, sale
or refinancing of properties;
•with
respect to certain joint ventures, our joint venture partner has a
right to sell its interest to us under certain circumstances for
fair market value (less estimated costs to sell) at various dates
in the future;
•with
respect to certain joint ventures, our joint venture partner has a
right to receive additional consideration from us or the joint
venture under certain circumstances if and to the extent the
internal rate of return on the applicable development project
exceeds certain thresholds;
•our
joint venture partners may be structured differently than us for
tax purposes, which could create conflicts of interest;
and
•we
or our joint venture partners may have competing interests in our
markets that could create conflicts of interest.
We face risks associated with the development of mixed-use
commercial properties.
We operate, are currently developing and may in the future develop
properties either alone or through joint ventures with other
persons that are known as “mixed-use” developments. This means that
in addition to the development of office space, the project may
also include space for residential, retail, hotel or other
commercial purposes. We have less experience in developing and
managing non-office real estate than we do with office real estate.
As a result, if a development project includes a non-office use, we
may seek to develop that component ourselves, sell the rights to
that component to a third-party developer with experience in that
use or we may seek to partner with such a developer. If we do not
sell the rights or partner with such a developer, or if we choose
to develop the other component ourselves, we would be exposed not
only to those risks typically associated with the development of
commercial real estate generally, but also to specific risks
associated with the development and ownership of non-office real
estate. In addition, even if we sell the rights to develop the
other component or elect to participate in the development through
a joint venture, we may be exposed to the risks associated with the
failure of the other party to complete the development as expected.
These include the risk that the other party would default on its
obligations necessitating that we complete the other component
ourselves (including providing any necessary
financing).
We own certain properties subject to ground leases that limit our
uses of the properties, restrict our ability to sell or otherwise
transfer the properties and expose us to the loss of the properties
if such agreements are breached by us, terminated or not
renewed.
As of December 31, 2022, we owned 2.8 million square feet of
office space located on various land parcels that we lease on a
long-term basis. Many of these ground leases impose significant
limitations on our uses of the subject property, restrict our
ability to sell or otherwise transfer our interests in the property
or restrict our leasing of the property. These restrictions may
limit our ability to timely sell or exchange the properties, impair
the properties’ value or negatively impact our ability to find
suitable customers for the properties. In addition, if we default
under the terms of any particular ground lease, we may lose the
ownership rights to the property subject to the ground lease. Upon
expiration of a ground lease, we may not be able to renegotiate a
new ground lease on favorable terms, if at all. The loss of the
ownership rights to these properties or an increase of rental
expense could have a material adverse effect on our results of
operations, financial condition and cash flows.
Risks Related to our Financing Activities
Our use of debt could have a material adverse effect on our
financial condition and results of operations.
We are subject to risks associated with debt financing, such as the
sufficiency of cash flow to meet required payment obligations,
ability to comply with financial ratios and other covenants and the
availability of capital to refinance existing indebtedness or fund
important business initiatives. If we breach covenants in our debt
agreements, the lenders can declare a default and, if the debt is
secured, can take possession of the property securing the defaulted
loan. 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. Unwaived
defaults under our debt agreements could materially and adversely
affect our financial condition and results of
operations.
Further, we obtain credit ratings from Moody’s Investors Service
and Standard and Poor’s Rating Services based on their evaluation
of our creditworthiness. These agencies’ ratings are based on a
number of factors, some of which are not within our control. In
addition to factors specific to our financial strength and
performance, the rating agencies also consider conditions affecting
REITs generally. We cannot assure you that our credit ratings will
not be downgraded. If our credit ratings are downgraded or other
negative action is taken, we could be required, among other things,
to pay additional interest and fees on outstanding borrowings under
our revolving credit facility and bank term loans.
We generally do not intend to reserve funds to retire existing debt
upon maturity. 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 would 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. If we do not meet our mortgage financing
obligations, any properties securing such indebtedness could be
foreclosed on.
We depend on 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 upon maturity. Our ability to borrow under the revolving
credit facility also allows us to quickly capitalize on
opportunities at short-term interest rates. If our lenders default
under their obligations under the revolving credit facility or we
become unable to borrow additional funds under the facility for any
reason, we would be required to seek alternative equity or debt
capital, which could be more costly and adversely impact our
financial condition. If such alternative capital were unavailable,
we may not be able to make new investments and could have
difficulty repaying other debt.
Increases in interest rates would increase our interest
expense.
As of December 31, 2022, we had $936.0 million of variable
rate debt outstanding not protected by interest rate hedge
contracts. We may incur additional variable rate debt in the
future. If interest rates increase, then so would the interest
expense on our unhedged variable rate debt, which would adversely
affect our financial condition and results of operations. From time
to time, we manage our exposure to interest rate risk with interest
rate hedge contracts that effectively fix or cap a portion of our
variable rate debt. In addition, we utilize fixed rate debt at
market rates. If interest rates decrease, the fair market value of
any existing interest rate hedge contracts on outstanding
fixed-rate debt would decline.
Our efforts to manage these exposures may not be successful. Our
use of interest rate hedge contracts to manage risk associated with
interest rate volatility may expose us to additional risks,
including a risk that a counterparty to a hedge contract may fail
to honor its obligations. Developing an effective interest rate
risk strategy is complex and no strategy can completely insulate us
from risks associated with interest rate fluctuations. There can be
no assurance that our hedging activities will have the desired
beneficial impact on our results of operations or financial
condition. Termination of interest rate hedge contracts typically
involves costs, such as transaction fees or breakage
costs.
We face the risk that third parties will not be able to service or
repay loans we make to them.
From time to time, we have loaned and in the future may loan funds
to a buyer to facilitate the sale of an asset or in connection with
the formation of a joint venture to acquire and/or develop a
property. Making these loans subjects us to the following risks,
each of which could have a material adverse effect on our cash
flow, results of operations and/or financial
condition:
•the
third party may be unable to make full and timely payments of
interest and principal on the loan when due;
•if
the buyer to whom we provide seller financing does not manage the
property well, or the property otherwise fails to meet financial
projections, performs poorly or declines in value, then the buyer
may not have the funds or ability to raise new debt with which to
make required payments of interest and principal to
us;
•if
we loan funds to a joint venture, and the joint venture is unable
to make required payments of interest or principal, or both, or
there are disagreements with respect to the repayment of the loan
or other matters, then we could have a resulting dispute with our
partner, and such a dispute could harm our relationship with our
partner and cause delays in developing or selling the property or
the failure to properly manage the property; and
•if
we loan funds to a joint venture and the joint venture is unable to
make required payments of interest and principal, or both, then we
may exercise remedies available to us in the joint venture
agreement that could allow us to increase our ownership interest or
our control over major decisions, or both, which could result in an
unconsolidated joint venture becoming consolidated with our
financial statements; doing so could require us to reallocate the
purchase price among the various asset and liability components and
this could result in material changes to our reported results of
operations and financial condition.
Risks Related to our Status as a REIT
The Company may be subject to taxation as a regular corporation if
it fails to maintain its REIT status, which could have a material
adverse effect on the Company’s stockholders and on the Operating
Partnership.
We may be subject to adverse consequences if the Company fails to
continue to qualify as a REIT for federal income tax purposes.
While we intend to operate in a manner that will allow the Company
to continue to qualify as a REIT, we cannot provide any assurances
that the Company will remain qualified as such in the future, which
could have particularly adverse consequences to the Company’s
stockholders. Many of the requirements for taxation as a REIT are
highly technical and complex and depend upon various factual
matters and circumstances that may not be entirely within our
control. The fact that the Company holds its assets through the
Operating Partnership and its subsidiaries further complicates the
application of the REIT requirements. Even a technical or
inadvertent mistake could jeopardize our REIT status. Furthermore,
Congress and the Internal Revenue Service might change the tax laws
and regulations and the courts might issue new rulings that make it
more difficult, or impossible, for the Company to remain qualified
as a REIT. If the Company fails to qualify as a REIT, it would (a)
not be allowed a deduction
for dividends paid to stockholders in computing its taxable income,
(b) be subject to federal income tax at regular corporate rates
(and state and local taxes) and (c) unless entitled to relief under
the tax laws, not be able to re-elect REIT status until the fifth
calendar year after it failed to qualify as a REIT. Additionally,
the Company would no longer be required to make distributions. As a
result of these factors, the Company’s failure to qualify as a REIT
could impair our ability to expand our business and adversely
affect the price of our Common Stock.
Even if we remain qualified as a REIT, we may face other tax
liabilities that adversely affect our financial condition and
results of operations.
Even if we remain qualified for taxation as a REIT, we may be
subject to certain federal, state and local taxes on our income and
assets, including taxes on any undistributed income, tax on income
from some activities conducted as a result of a foreclosure, and
state or local income, property and transfer taxes. In addition,
our taxable REIT subsidiary is subject to regular corporate
federal, state and local taxes. Any of these taxes would adversely
affect our financial condition and results of
operations.
Complying with REIT requirements may cause us to forego otherwise
attractive opportunities or liquidate otherwise attractive
investments.
To remain qualified as a REIT for federal income tax purposes, we
must continually satisfy tests concerning, among other things, the
sources of our income, the nature and diversification of our
assets, the amounts we distribute to our stockholders and the
ownership of our capital stock. In order to meet these tests, we
may be required to forego investments we might otherwise make.
Compliance with the REIT requirements may limit our growth
prospects.
In particular, we must ensure that at the end of each calendar
quarter, at least 75% of the value of our assets consists of cash,
cash items, government securities and qualified real estate assets.
The remainder of our investment in securities (other than
government securities, securities of taxable REIT subsidiaries and
qualified real estate assets) generally cannot include more than
10% of the outstanding voting securities of any one issuer or more
than 10% of the total value of the outstanding securities of any
one issuer. In addition, in general, no more than 5% of the value
of our assets (other than government securities, securities of
taxable REIT subsidiaries and qualified real estate assets) can
consist of the securities of any one issuer, and no more than 25%
of the value of our total assets can be represented by the
securities of one or more taxable REIT subsidiaries. If we fail to
comply with these requirements at the end of any calendar quarter,
we must correct the failure within 30 days after the end of the
calendar quarter or qualify for certain statutory relief provisions
to avoid losing our REIT qualification and suffering adverse tax
consequences. As a result, we may be required to liquidate
otherwise attractive investments, which could adversely affect our
financial condition and results of operations.
The prohibited transactions tax may limit our ability to sell
properties.
A REIT’s net income from prohibited transactions is subject to a
100% tax. In general, prohibited transactions are sales or other
dispositions of property held primarily for sale to customers in
the ordinary course of business. We may be subject to the
prohibited transaction tax equal to 100% of net gain upon a
disposition of real property. Although a safe harbor to the
characterization of the sale of real property by a REIT as a
prohibited transaction is available, we cannot assure you that we
can in all cases comply with the safe harbor or that we will avoid
owning property that may be characterized as held primarily for
sale to customers in the ordinary course of business. Consequently,
we may choose not to engage in certain sales of our properties or
may conduct such sales through our taxable REIT subsidiary, which
would be subject to federal and state income taxation.
Dividends payable by REITs do not qualify for the reduced tax rates
available for some dividends.
Dividends payable by REITs to U.S. stockholders are taxed at a
maximum individual rate of
33.4% (including the 3.8% net investment income tax and after
factoring in a 20% deduction for pass-through income). The more
favorable rates applicable to regular corporate qualified dividends
could cause investors who are taxed at individual rates to perceive
investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay
dividends, which could adversely affect the value of the shares of
REITs, including our stock.
We face possible tax audits.
Because we are organized and qualify as a REIT, we are generally
not subject to federal income taxes. We are, however, subject to
federal, state and local taxes in certain instances. In the normal
course of business, certain entities through which we own real
estate have undergone tax audits. While tax deficiency notices from
the jurisdictions conducting previous audits have not been
material, there can be no assurance that future audits will not
occur with increased frequency or that the ultimate result of such
audits will not have a material adverse effect on our results of
operations.
Risks Related to an Investment in our Securities
The price of our Common Stock is volatile and may decline.
A number of factors may adversely influence the public market price
of our Common Stock. These factors include:
•the
level of institutional interest in us;
•the
perceived attractiveness of investment in us, in comparison to
other REITs;
•the
attractiveness of securities of REITs, and office REITs in
particular, in comparison to other asset classes;
•our
financial condition and performance;
•the
market’s perception of our growth prospects and potential future
cash dividends;
•government
action or regulation, including changes in tax laws;
•increases
in market interest rates, which may lead investors to expect a
higher annual yield from our distributions in relation to the price
of our Common Stock;
•changes
in our credit ratings;
•the
issuance of additional shares of Common Stock, or the perception
that such issuances might occur, including under our equity
distribution agreements; and
•any
negative change in the level or stability of our
dividend.
Tax elections regarding distributions may impact the future
liquidity of the Company or our stockholders.
Under certain circumstances, we may consider making a tax election
to treat future distributions to stockholders as distributions in
the current year. This election, which is provided for in the
Internal Revenue Code, may allow us to avoid increasing our
dividends or paying additional income taxes in the current year.
However, this could result in a constraint on our ability to
decrease our dividends in future years without creating risk of
either violating the REIT distribution requirements or generating
additional income tax liability.
Tax legislative or regulatory action could adversely affect us or
our stockholders.
In recent years, numerous legislative, judicial and administrative
changes have been made to the U.S. federal income tax laws
applicable to investments similar to an investment in our Common
Stock. Additional changes to tax laws are likely to continue in the
future, and we cannot assure you that any such changes will not
adversely affect the taxation of us or our stockholders. Any such
changes could have an adverse effect on an investment in our Common
Stock, on the market value of our properties or the attractiveness
of securities of REITs generally in comparison to other asset
classes.
We cannot assure you that we will continue to pay dividends at
historical rates.
We generally expect to use cash flows from operating activities to
fund dividends. For information regarding our dividend payment
history as well as a discussion of the factors that 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.”
Changes in our future dividend payout level could have a material
effect on the market price of our Common Stock.
Cash distributions reduce the amount of cash that would otherwise
be available for other business purposes, including paying off
debt, reinvesting in our existing portfolio or funding future
growth initiatives.
For the Company to maintain its qualification as a REIT, it must
annually distribute to its stockholders at least 90% of REIT
taxable income, excluding net capital gains. In addition, although
capital gains are not required to be distributed to maintain REIT
status, taxable capital gains, if any, that are generated as part
of our investment activities are subject to federal and state
income tax unless such gains are distributed to our stockholders.
Cash distributions made to stockholders to maintain REIT status or
to distribute otherwise taxable capital gains limit our ability to
accumulate capital for other business purposes, including paying
off debt, reinvesting in our existing portfolio or funding future
growth initiatives.
Further issuances of equity securities may adversely affect the
market price of our Common Stock and may be dilutive to current
stockholders.
The sales of a substantial number of Common Shares, or the
perception that such sales could occur, could adversely affect the
market price of our Common Stock. We have filed a registration
statement with the SEC allowing us to offer, from time to time, an
indeterminate amount of equity securities (including Common Stock
and Preferred Stock) on an as-needed basis and subject to our
ability to effect offerings on satisfactory terms based on
prevailing conditions. In addition, the Company’s Board of
Directors has, from time to time, authorized the Company to issue
shares of Common Stock pursuant to the Company’s equity sales
agreements. The interests of our existing stockholders could be
diluted if additional equity securities are issued to finance
future developments and acquisitions or repay indebtedness. Our
ability to
execute our business strategy depends on our access to an
appropriate blend of: non-core asset sales; debt financing,
including unsecured lines of credit and other forms of secured and
unsecured debt; and equity financing, including common
equity.
We may change our policies without obtaining the approval of our
stockholders.
Our operating and financial policies, including our policies with
respect to acquisitions of real estate, growth, operations,
indebtedness, capitalization and dividends, are exclusively
determined by the Company’s Board of Directors. Accordingly, our
stockholders do not control these policies.
Limits on changes in control may discourage takeover attempts
beneficial to stockholders.
Provisions in the Company’s charter and bylaws as well as Maryland
general corporation law may have anti-takeover effects that delay,
defer or prevent a takeover attempt. For example, these provisions
may defer or prevent tender offers for our Common Stock or
purchases of large blocks of our Common Stock, thus limiting the
opportunities for the Company’s stockholders to receive a premium
for their shares of Common Stock over then-prevailing market
prices. These provisions include the following:
•Ownership
limit.
The Company’s charter prohibits direct, indirect or constructive
ownership by any person or entity of more than 9.8% of the
Company’s outstanding capital stock. Any attempt to own or transfer
shares of capital stock in excess of the ownership limit without
the consent of the Company’s Board of Directors will be
void.
•Preferred
Stock.
The Company’s charter authorizes the Board of Directors to issue
preferred stock in one or more classes and establish the
preferences and rights of any class of preferred stock issued.
These actions can be taken without stockholder approval. The
issuance of preferred stock could have the effect of delaying or
preventing someone from taking control of the Company, even if a
change in control were in our best interest.
•Business
combinations.
Pursuant to the Company’s charter and Maryland law, the Company
cannot merge into or consolidate with another corporation or enter
into a statutory share exchange transaction in which the Company is
not the surviving entity or sell all or substantially all of its
assets unless the Company’s Board of Directors adopts a resolution
declaring the proposed transaction advisable and a majority of the
stockholders voting together as a single class approve the
transaction. Maryland law prohibits stockholders from taking action
by written consent unless all stockholders consent in writing. The
practical effect of this limitation is that any action required or
permitted to be taken by the Company’s stockholders may only be
taken if it is properly brought before an annual or special meeting
of stockholders. The Company’s bylaws further provide that in order
for a stockholder to properly bring any matter before a meeting,
the stockholder must comply with requirements regarding advance
notice. The foregoing provisions could have the effect of delaying
until the next annual meeting stockholder actions that the holders
of a majority of the Company’s outstanding voting securities favor.
These provisions may also discourage another person from making a
tender offer for the Company’s common stock, because such person or
entity, even if it acquired a majority of the Company’s outstanding
voting securities, would likely be able to take action as a
stockholder, such as electing new directors or approving a merger,
only at a duly called stockholders meeting. Maryland law also
establishes special requirements with respect to business
combinations between Maryland corporations and interested
stockholders unless exemptions apply. Among other things, the law
prohibits for five years a merger and other similar transactions
between a corporation and an interested stockholder and requires a
supermajority vote for such transactions after the end of the
five-year period. The Company’s charter contains a provision
exempting the Company from the Maryland business combination
statute. However, we cannot assure you that this charter provision
will not be amended or repealed at any point in the
future.
•Control
share acquisitions.
Maryland general corporation law also provides that control shares
of a Maryland corporation acquired in a control share acquisition
have no voting rights except to the extent approved by a vote of
two-thirds of the votes entitled to be cast on the matter,
excluding shares owned by the acquirer or by officers or employee
directors. The control share acquisition statute does not apply to
shares acquired in a merger, consolidation or share exchange if the
corporation is a party to the transaction, or to acquisitions
approved or exempted by the corporation’s charter or bylaws. The
Company’s bylaws contain a provision exempting from the control
share acquisition statute any stock acquired by any person.
However, we cannot assure you that this bylaw provision will not be
amended or repealed at any point in the future.
•Maryland
unsolicited takeover statute.
Under Maryland law, the Company’s Board of Directors could adopt
various anti-takeover provisions without the consent of
stockholders. The adoption of such measures could discourage offers
for the Company or make an acquisition of the Company more
difficult, even when an acquisition would be in the best interest
of the Company’s stockholders.
•Anti‑takeover
protections of operating partnership agreement.
Upon a change in control of the Company, the partnership agreement
of the Operating Partnership requires certain acquirers to maintain
an umbrella partnership real
estate investment trust structure with terms at least as favorable
to the limited partners as are currently in place. For instance,
the acquirer would be required to preserve the limited partner’s
right to continue to hold tax-deferred partnership interests that
are redeemable for capital stock of the acquirer. Exceptions would
require the approval of two-thirds of the limited partners of our
Operating Partnership (other than the Company). These provisions
may make a change of control transaction involving the Company more
complicated and therefore might decrease the likelihood of such a
transaction occurring, even if such a transaction would be in the
best interest of the Company’s stockholders.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Properties
The following table sets forth information about our portfolio by
geographic location as of December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Rentable
Square Feet |
|
Occupancy |
|
Percentage of Annualized GAAP Rental Revenue (1) |
Raleigh |
|
6,335,000 |
|
|
92.0 |
% |
|
22.3 |
% |
Nashville |
|
5,230,000 |
|
|
95.0 |
|
|
21.6 |
|
Atlanta |
|
4,926,000 |
|
|
88.3 |
|
|
16.8 |
|
Tampa |
|
3,340,000 |
|
|
87.1 |
|
|
11.7 |
|
Charlotte |
|
1,970,000 |
|
|
94.3 |
|
|
10.1 |
|
|
|
|
|
|
|
|
Orlando |
|
1,790,000 |
|
|
88.9 |
|
|
6.0 |
|
Richmond |
|
1,844,000 |
|
|
89.9 |
|
|
4.6 |
|
Other |
|
2,155,000 |
|
|
90.9 |
|
|
6.9 |
|
|
|
|
|
|
|
|
Total |
|
27,590,000 |
|
|
91.0 |
% |
|
100.0 |
% |
__________
(1)Annualized
GAAP Rental Revenue is GAAP rental revenue (base rent plus cost
recovery income, including straight-line rent) from our office
properties for the month of December 2022 multiplied by
12.
The following table sets forth the net changes in rentable square
footage of our portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2022 |
|
2021 |
|
2020 |
|
(in thousands) |
|
|
|
|
|
|
Acquisitions |
367 |
|
|
2,266 |
|
|
— |
|
Developments Placed In-Service |
263 |
|
|
897 |
|
|
— |
|
Remeasurements/Other |
(11) |
|
|
(3) |
|
|
(40) |
|
Dispositions |
(437) |
|
|
(1,661) |
|
|
(4,489) |
|
Net Change in Rentable Square Footage |
182 |
|
|
1,499 |
|
|
(4,529) |
|
The following table sets forth operating information about our
portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Occupancy |
|
Annualized GAAP Rent
Per Square
Foot (1) |
|
Annualized Cash Rent
Per Square
Foot (2) |
2018 |
91.7 |
% |
|
$ |
24.68 |
|
|
$ |
24.06 |
|
2019 |
91.4 |
% |
|
$ |
26.46 |
|
|
$ |
25.06 |
|
2020 |
90.7 |
% |
|
$ |
29.23 |
|
|
$ |
28.21 |
|
2021 |
90.0 |
% |
|
$ |
30.75 |
|
|
$ |
29.63 |
|
2022 |
90.8 |
% |
|
$ |
31.89 |
|
|
$ |
30.51 |
|
__________
(1)Annualized
GAAP Rent Per Square Foot is rental revenue (base rent plus cost
recovery income, including straight-line rent) for the month of
December of the respective year multiplied by 12, divided by
total occupied rentable square footage.
(2)Annualized
Cash Rent Per Square Foot is cash rental revenue (base rent plus
cost recovery income, excluding straight-line rent) for the month
of December of the respective year multiplied by 12, divided
by total occupied rentable square footage.
Customers
The following table sets forth information concerning the 20
largest customers in our portfolio as of December 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer |
|
Rentable Square
Feet |
|
Annualized
GAAP Rental
Revenue
(1)
|
|
Percent of
Total
Annualized
GAAP Rental
Revenue
(1)
|
|
Weighted
Average
Remaining
Lease Term in
Years |
|
|
|
|
(in thousands) |
|
|
|
|
Bank of America |
|
652,313 |
|
|
$ |
30,317 |
|
|
3.79 |
% |
|
10.9 |
|
Asurion |
|
543,794 |
|
|
28,955 |
|
|
3.62 |
|
|
13.8 |
|
Federal Government |
|
867,006 |
|
|
23,907 |
|
|
2.99 |
|
|
4.4 |
|
Bridgestone Americas |
|
506,128 |
|
|
20,277 |
|
|
2.53 |
|
|
14.7 |
|
Metropolitan Life Insurance |
|
667,228 |
|
|
19,777 |
|
|
2.47 |
|
|
8.1 |
|
PPG Industries |
|
370,927 |
|
|
11,177 |
|
|
1.4 |
|
|
8.5 |
|
Mars Petcare |
|
223,700 |
|
|
9,979 |
|
|
1.25 |
|
|
8.4 |
|
Vanderbilt University |
|
294,389 |
|
|
8,986 |
|
|
1.12 |
|
|
3.4 |
|
EQT |
|
317,052 |
|
|
7,848 |
|
|
0.98 |
|
|
1.8 |
|
Bass, Berry & Sims |
|
213,951 |
|
|
7,420 |
|
|
0.93 |
|
|
2.1 |
|
Albemarle Corporation |
|
162,368 |
|
|
6,972 |
|
|
0.87 |
|
|
11.1 |
|
Deloitte & Touche |
|
158,914 |
|
|
6,763 |
|
|
0.84 |
|
|
7.1 |
|
Tivity |
|
263,598 |
|
|
6,753 |
|
|
0.84 |
|
|
0.2 |
|
Novelis |
|
168,949 |
|
|
5,953 |
|
|
0.74 |
|
|
1.7 |
|
Lifepoint Corporate Services |
|
202,991 |
|
|
5,579 |
|
|
0.7 |
|
|
6.3 |
|
State of Georgia |
|
288,443 |
|
|
5,560 |
|
|
0.69 |
|
|
2.0 |
|
Regus |
|
169,833 |
|
|
5,528 |
|
|
0.69 |
|
|
5.8 |
|
J.P. Morgan Chase & Co. |
|
180,424 |
|
|
5,482 |
|
|
0.68 |
|
|
5.4 |
|
The CapFinancial Group, LLC |
|
120,847 |
|
|
5,395 |
|
|
0.67 |
|
|
10.6 |
|
PNC Bank |
|
162,223 |
|
|
5,384 |
|
|
0.67 |
|
|
4.9 |
|
Total |
|
6,535,078 |
|
|
$ |
228,012 |
|
|
28.47 |
% |
|
8.1 |
|
__________
(1)Annualized
GAAP Rental Revenue is GAAP rental revenue (base rent plus cost
recovery income, including straight-line rent) for the month of
December 2022 multiplied by 12.
Lease Expirations
The following table sets forth scheduled lease expirations for
existing leases in our portfolio as of December 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Expiring
(1)
|
|
Number of Leases Expiring |
|
Rentable
Square Feet
Subject to
Expiring
Leases |
|
Percentage of
Leased Square
Footage
Represented
by Expiring
Leases |
|
Annualized
GAAP Rental
Revenue
Under Expiring
Leases
(2)
|
|
Average
Annual GAAP
Rental Rate
Per Square
Foot for
Expirations |
|
Percent of
Annualized
GAAP Rental
Revenue
Represented
by Expiring
Leases
(2)
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
2023
(3)
|
|
386 |
|
|
2,172,820 |
|
|
8.7 |
% |
|
$ |
64,732 |
|
|
$ |
29.79 |
|
|
8.4 |
% |
2024 |
|
331 |
|
|
2,735,421 |
|
|
10.9 |
|
|
85,534 |
|
|
31.27 |
|
|
11.2 |
|
2025 |
|
416 |
|
|
3,407,048 |
|
|
13.6 |
|
|
105,196 |
|
|
30.88 |
|
|
13.7 |
|
2026 |
|
267 |
|
|
2,278,837 |
|
|
9.1 |
|
|
69,180 |
|
|
30.36 |
|
|
9.0 |
|
2027 |
|
261 |
|
|
2,400,708 |
|
|
9.6 |
|
|
71,064 |
|
|
29.60 |
|
|
9.3 |
|
2028 |
|
151 |
|
|
2,236,063 |
|
|
8.9 |
|
|
66,430 |
|
|
29.71 |
|
|
8.7 |
|
2029 |
|
100 |
|
|
1,362,925 |
|
|
5.4 |
|
|
38,568 |
|
|
28.30 |
|
|
5.0 |
|
2030 |
|
138 |
|
|
1,850,762 |
|
|
7.3 |
|
|
47,536 |
|
|
25.68 |
|
|
6.2 |
|
2031 |
|
56 |
|
|
2,126,352 |
|
|
8.5 |
|
|
66,191 |
|
|
31.13 |
|
|
8.6 |
|
2032 |
|
47 |
|
|
714,103 |
|
|
2.8 |
|
|
24,680 |
|
|
34.56 |
|
|
3.2 |
|
Thereafter |
|
114 |
|
|
3,831,091 |
|
|
15.2 |
|
|
127,127 |
|
|
33.18 |
|
|
16.7 |
|
|
|
2,267 |
|
|
25,116,130 |
|
|
100.0 |
% |
|
$ |
766,238 |
|
|
$ |
30.51 |
|
|
100.0 |
% |
__________
(1)Expirations
that have been renewed are reflected above based on the renewal
expiration date. Expirations include leases related to completed
not stabilized development properties but exclude leases related to
developments in-process.
(2)Annualized
GAAP Rental Revenue is GAAP rental revenue (base rent plus cost
recovery income, including straight-line rent) for the month of
December 2022 multiplied by 12.
(3)Includes
39,000 rentable square feet of leases that are on a month-to-month
basis, which represent 0.2% of total annualized GAAP rental
revenue.
In-Process Development
As of December 31, 2022, we were developing 1.6 million
rentable square feet of office properties. The following table
summarizes these announced and in-process office
developments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property |
|
Market |
|
Own % |
|
Consolidated (Y/N) |
|
Rentable Square Feet |
|
Anticipated Total Investment |
|
Investment as of December 31, 2022)
|
|
Pre Leased % |
|
Estimated Completion |
|
Estimated Stabilization |
|
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
|
|
|
23Springs
(1)
|
|
Dallas |
|
50.0 |
% |
|
N |
|
642,000 |
|
|
$ |
460,000 |
|
|
$ |
80,047 |
|
|
17.1 |
% |
|
1Q 25 |
|
1Q 28 |
Granite Park Six
(1)
|
|
Dallas |
|
50.0 |
% |
|
N |
|
422,000 |
|
|
200,000 |
|
|
98,068 |
|
|
12.4 |
|
|
4Q 23 |
|
1Q 26 |
GlenLake III Office & Retail
(2)
|
|
Raleigh |
|
100.0 |
% |
|
Y |
|
218,250 |
|
|
94,600 |
|
|
47,177 |
|
|
14.6 |
|
|
3Q 23 |
|
1Q 26 |
Midtown East |
|
Tampa |
|
50.0 |
% |
|
N |
|
143,000 |
|
|
83,000 |
|
|
11,949 |
|
|
2.1 |
|
|
1Q 25 |
|
2Q 26 |
2827 Peachtree |
|
Atlanta |
|
50.0 |
% |
|
N |
|
135,300 |
|
|
79,000 |
|
|
32,447 |
|
|
75.3 |
|
|
3Q 23 |
|
1Q 25 |
Four Morrocroft
(2)(3)
|
|
Charlotte |
|
100.0 |
% |
|
Y |
|
18,000 |
|
|
12,000 |
|
|
713 |
|
|
100.0 |
|
|
2Q 24 |
|
2Q 24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,578,550 |
|
|
$ |
928,600 |
|
|
$ |
270,401 |
|
|
20.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1)Investment
includes capitalized interest only on the construction loan portion
of the project.
(2)Investment
includes deferred lease commissions which are classified in
deferred leasing costs on our Consolidated Balance
Sheet.
(3)Recorded
on our Consolidated Balance Sheet as land held for development, not
development in-process.
Land Held for Development
As of December 31, 2022, we estimate that we can develop
approximately 4.9 million rentable square feet of office space on
the wholly-owned development land that we consider core assets for
our future development needs. Our core office development land is
zoned and available for development, and nearly all of the land has
utility infrastructure in place. We believe that our commercially
zoned and unencumbered land gives us a development advantage over
other commercial office development companies in many of our
markets. We also own additional development land on which we or
third parties can develop approximately 2.8 million square feet of
mixed-use real estate projects, including retail and
multi-family.
Joint Venture Investments
The following table sets forth information about our in-service
joint venture investments by geographic location as of
December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rentable
Square Feet |
|
Weighted
Average
Ownership
Interest
(1)
|
|
Occupancy |
|
|
Market |
|
Dallas |
|
542,000 |
|
|
50.0 |
% |
|
95.6 |
% |
|
|
Kansas City
(2)
|
|
292,000 |
|
|
50.0 |
|
|
85.1 |
|
|
|
Richmond
(3)
|
|
345,000 |
|
|
50.0 |
|
|
94.9 |
|
|
|
Tampa
(3)
|
|
152,000 |
|
|
80.0 |
|
|
88.2 |
|
|
|
Total |
|
1,331,000 |
|
|
53.4 |
% |
|
92.2 |
% |
|
|
__________
(1)Weighted
Average Ownership Interest is calculated using Rentable Square
Feet.
(2)Excluding
our 26.5% ownership interest in a real estate brokerage services
company.
(3)This
joint venture is consolidated.
In addition, we own 50.0% interests in 2827 Peachtree, Granite Park
Six, 23Springs and Midtown East, four unconsolidated joint
ventures. See “Item 2. Properties - In-Process
Development.”
ITEM 3. LEGAL PROCEEDINGS
We are from time to time a party to a variety of legal proceedings,
claims and assessments arising in the ordinary course of our
business. We regularly assess the liabilities and contingencies in
connection with these matters based on the latest information
available. For those matters where it is probable that we have
incurred or will incur a loss and the loss or range of loss can be
reasonably estimated, the estimated loss is accrued and charged to
income in our Consolidated Financial Statements. In other
instances, because of the uncertainties related to both the
probable outcome and amount or range of loss, a reasonable estimate
of liability, if any, cannot be made. Based on the current expected
outcome of such matters, none of these proceedings, claims or
assessments is expected to have a material adverse effect on our
business, financial condition, results of operations or cash
flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM X. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The Company is the sole general partner of the Operating
Partnership. The following table sets forth information with
respect to the Company’s executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Age |
|
Position and Background |
Theodore J. Klinck |
|
57 |
|
Director, President and Chief Executive Officer.
Mr. Klinck became a director and our chief executive officer in
September 2019. Prior to that, Mr. Klinck was our president and
chief operating officer since November 2018, our executive vice
president and chief operating and investment officer from September
2015 to November 2018 and was senior vice president and chief
investment officer from March 2012 to August 2015. Before joining
us, Mr. Klinck served as principal and chief investment officer
with Goddard Investment Group, a privately owned real estate
investment firm. Previously, Mr. Klinck had been a managing
director at Morgan Stanley Real Estate. Mr. Klinck is a member of
NAREIT's Advisory Board, Raleigh Chamber Board and Chair of the
First Tee of the Triangle.
|
|
|
|
|
|
Brian M. Leary |
|
48 |
|
Executive Vice President and Chief Operating Officer.
Mr. Leary became chief operating officer in July 2019. Previously,
Mr. Leary served as president of the commercial and mixed-use
business unit of Crescent Communities since 2014. Prior to joining
Crescent, Mr. Leary held senior management positions with Jacoby
Development, Inc., Atlanta Beltline, Inc., AIG Global Real Estate,
Atlantic Station, LLC and Central Atlanta Progress.
|
Brendan C. Maiorana |
|
47 |
|
Executive Vice President and Chief Financial Officer.
Mr. Maiorana became executive vice president of finance in July
2019 and assumed the roles of treasurer in January 2021 and chief
financial officer in January 2022. Prior to that, Mr. Maiorana 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, Mr. Maiorana
worked four years at Ernst & Young LLP.
|
Jeffrey D. Miller |
|
52 |
|
Executive Vice President, General Counsel and Secretary.
Prior to joining us in March 2007, Mr. Miller was a partner with
DLA Piper US, LLP, where he practiced since 2005. Previously, Mr.
Miller had been a partner with Alston & Bird LLP. Mr. Miller is
admitted to practice in North Carolina. Mr. Miller served as lead
independent director of Hatteras Financial Corp., a publicly-traded
mortgage REIT (NYSE:HTS), prior to its merger with Annaly Capital
Management, Inc. (NYSE:NLY) in July 2016. Mr. Miller is a trustee
of Ravenscroft School and a member of the Wake Forest School of Law
Board of Visitors.
|
|
|
|
|
|
|
|
|
|
|
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock is traded on the NYSE under the symbol “HIW.” On
December 31, 2022, the Company had 623 common stockholders of
record. There is no public trading market for the Common Units. On
December 31, 2022, the Operating Partnership had 100 holders
of record of Common Units (other than the Company). As of
December 31, 2022, there were 105.2 million shares of Common
Stock outstanding and 2.4 million Common Units outstanding not
owned by the Company.
For information regarding our dividend payment history as well as a
discussion of the factors that 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.”
The following total return performance graph compares the
performance of our Common Stock to the S&P 500 Index and
the FTSE NAREIT All Equity REITs Index. The total return
performance graph assumes an investment of $100 in our Common Stock
and the two indices on December 31, 2017 and further assumes
the reinvestment of all dividends. The FTSE NAREIT All Equity REITs
Index is a free-float adjusted, market capitalization-weighted
index of U.S. equity REITs. Constituents of the Index include all
tax-qualified REITs with more than 50% of total assets in
qualifying real estate assets other than mortgages secured by real
property. Total return performance is not necessarily indicative of
future results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period from December 31, 2017 to
December 31, |
Index |
|
2018 |
|
2019 |
|
2020 |
|
2021 |
|
2022 |
Highwoods Properties, Inc. |
|
79.16 |
|
|
104.36 |
|
|
88.95 |
|
|
104.63 |
|
|
69.50 |
|
S&P 500 Index |
|
95.62 |
|
|
125.72 |
|
|
148.85 |
|
|
191.58 |
|
|
156.88 |
|
|
|
|
|
|
|
|
|
|
|
|
FTSE NAREIT All Equity REITs Index |
|
95.96 |
|
|
123.46 |
|
|
117.14 |
|
|
165.51 |
|
|
124.22 |
|
The performance graph above is being furnished as part of this
Annual Report solely in accordance with the requirement under Rule
14a-3(b)(9) to furnish the Company’s stockholders with such
information and, therefore, is not deemed to be filed, or
incorporated by reference in any filing, by the Company or the
Operating Partnership under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
The Company has a Dividend Reinvestment and Stock Purchase Plan
(“DRIP”) under which holders of Common Stock may elect to
automatically reinvest their dividends in additional shares of
Common Stock and make optional cash payments for additional shares
of Common Stock. The Company satisfies its DRIP obligations by
instructing the DRIP administrator to purchase Common Stock in the
open market.
The Company has an Employee Stock Purchase Plan (“ESPP”) pursuant
to which employees may contribute up to 25% of their cash
compensation for the purchase of Common Stock. At the end of each
quarter, each participant’s account balance, which includes
accumulated dividends, is applied to acquire shares of Common Stock
at a cost that is calculated at 85% of the average closing price on
the NYSE on the five consecutive days preceding the last day of the
quarter. Generally, shares purchased under the ESPP must be held at
least one year. The Company satisfies its ESPP obligations by
issuing additional shares of Common Stock.
Information about the Company’s equity compensation plans and other
related stockholder matters is incorporated herein by reference to
the Company’s Proxy Statement to be filed in connection with its
annual meeting of stockholders to be held on May 16,
2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in
conjunction with the accompanying Consolidated Financial Statements
and related notes contained elsewhere herein.
Disclosure Regarding Forward-Looking Statements
Some of the information in this Annual Report may contain
forward-looking statements. Such statements include, in particular,
statements about our plans, strategies and prospects under this
section and under the heading “Item 1. Business.” 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
financial condition of our customers could
deteriorate;
•our
assumptions regarding potential losses related to customer
financial difficulties 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;
•natural
disasters and climate change could have an adverse impact on our
cash flow and operating results;
•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 this
Annual Report. 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
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, we can deliver greater
value to our customers, their teammates and, in turn, our
stockholders. Our simple strategy is to own and operate
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 our
work-placemaking strategy.
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.
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. Asset acquisitions, dispositions and new developments
placed in service 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 “Item 2. Properties - Lease
Expirations.” See also “Item 1A. Risk Factors – Risks Related to
our Operations – 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 over the
long-term.”
Occupancy in our office portfolio decreased from 91.2% as of
December 31, 2021 to 91.0% as of December 31, 2022. We
expect average occupancy for our office portfolio to be
approximately 89.0% to 90.0% for 2023.
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 fourth quarter of 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 |
Leased space (in rentable square feet) |
337,475 |
|
|
586,457 |
|
|
923,932 |
|
Average term (in years - rentable square foot weighted) |
4.3 |
|
|
6.2 |
|
|
5.5 |
|
Base rents (per rentable square foot)
(1)
|
$ |
33.69 |
|
|
$ |
32.98 |
|
|
$ |
33.24 |
|
Rent concessions (per rentable square foot)
(1)
|
(1.86) |
|
|
(1.82) |
|
|
(1.83) |
|
GAAP rents (per rentable square foot)
(1)
|
$ |
31.83 |
|
|
$ |
31.16 |
|
|
$ |
31.41 |
|
Tenant improvements (per rentable square foot)
(1)
|
$ |
3.44 |
|
|
$ |
3.47 |
|
|
$ |
3.46 |
|
Leasing commissions (per rentable square foot)
(1)
|
$ |
1.10 |
|
|
$ |
0.97 |
|
|
$ |
1.02 |
|
__________
(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
fourth quarter were $31.41 per rentable square foot, 9.0% 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 revenues are periodically reviewed with the
Company's Board of Directors. As of
December 31, 2022, only Bank of America (3.8%) and Asurion
(3.6%) accounted for more than 3% of our annualized GAAP revenues.
See “Item 2. Properties - Customers.”
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 $4.0 million, or 0.9%,
higher in 2022 as compared to 2021 due to an increase of $21.8
million in same property revenues offset by an increase of $17.8
million in same property expenses. We expect same property NOI to
be lower in 2023 as compared to 2022 as an anticipated increase in
same property expenses is expected to more than offset higher
anticipated same property revenues. We expect same property
revenues to be higher due to higher average GAAP rents per rentable
square foot and higher cost recovery and parking income, partially
offset by an anticipated decrease in average
occupancy.
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 $37.6 million, or 7.1%,
higher in 2022 as compared to 2021 primarily due to development
properties placed in service, the acquisition of real estate assets
from Preferred Apartment Communities, Inc. (“PAC”) in the third
quarter of 2021, the acquisition of SIX50 at Legacy Union in the
third quarter of 2022 and higher same property NOI, partially
offset by NOI lost from property dispositions. We expect 2023 NOI
to be similar to 2022 as increases from development properties
placed in service and the acquisition of SIX50 at Legacy Union are
expected to be offset by NOI lost from property dispositions and an
anticipated decrease in same property NOI.
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 January 27, 2023, we had approximately
$25 million of existing cash and $392.0 million drawn on our $750
million revolving credit facility, which is scheduled to mature in
March 2026, assuming we exercise our option to extend the maturity
date for two additional six-month periods. As of December 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 42.0% and there were
107.6 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 $357.9
million of availability as of January 27, 2023. 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.
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 (including our
proportionate share of joint venture developments) and land
infrastructure projects and funding acquisitions of buildings and
development land. Additionally, we may, from time to time, retire
outstanding equity and/or debt securities through redemptions, open
market repurchases, privately negotiated acquisitions or
otherwise.
We expect to meet our long-term liquidity needs through a
combination of:
•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.
We have no debt scheduled to mature prior to 2026 other than our
recently obtained $200.0 million, two-year unsecured bank term loan
that is scheduled to mature in October 2025, assuming we exercise
our option to extend the maturity date for one additional year. 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 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 several years after commencement in some cases.
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.
During the third quarter of 2022, we entered the Dallas market
through the formation of two joint ventures with Granite Properties
(“Granite”) to develop Granite Park Six, a multi-customer office
development comprising 422,000 square feet in the vibrant
Frisco/Plano BBD, and 23Springs, a mixed-use development
encompassing 626,000 square feet of multi-customer office and
16,000 square feet of retail in the heart of the dynamic Uptown
Dallas BBD. We own a 50% interest in each of the joint ventures.
See “Item 2. Properties – In-Process Development.” During the
fourth quarter of 2022, we expanded our Dallas market presence by
acquiring McKinney & Olive, a 542,000 square foot trophy
mixed-use asset in Uptown Dallas, through the formation of another
joint venture with Granite in which we own a 50.0% interest. See
“Liquidity and Capital Resources – Investment
Activity.”
We plan to fund our entry into the Dallas market over the long-term
by exiting the Pittsburgh market. Our Pittsburgh assets, which
consist of 2,155,000 square feet of office that was 90.9% occupied
as of December 31, 2022, represent approximately 6% of our
overall net operating income. We can provide no assurances,
however, that we will dispose of any of our assets in Pittsburgh on
favorable terms, or at all, because the dispositions are subject to
the negotiation and execution of definitive and binding purchase
and sale agreements and would then be subject to the buyers’
completion of satisfactory due diligence and other customary
closing conditions. There is no pre-determined timetable for our
Pittsburgh market exit.
Results of Operations
Comparison of 2022 to 2021
Rental and Other Revenues
Rental and other revenues were $60.9 million, or 7.9%, higher in
2022 as compared to 2021 primarily due to the acquisitions of real
estate assets from PAC and SIX50 at Legacy Union, development
properties placed in service and higher same property revenues,
which increased rental and other revenues by $42.8 million, $25.8
million and $21.8 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 recoveries, parking income and termination fees, partially
offset by higher credit losses. These increases were partially
offset by lost revenue of $31.3 million from property dispositions.
We expect rental and other revenues to be higher in 2023 as
compared to 2022 due to the acquisition of SIX50 at Legacy Union,
higher same property revenues and development properties placed in
service, partially offset by lost revenue from property
dispositions.
Operating Expenses
Rental property and other expenses were $23.4 million, or 9.9%,
higher in 2022 as compared to 2021 primarily due to higher same
property operating expenses, the acquisitions of real estate assets
from PAC and SIX50 at Legacy Union and development properties
placed in service, which increased operating expenses by $17.8
million, $11.7 million and $3.9 million, respectively. Same
property operating expenses were higher primarily due to higher
contract services, utilities, property taxes, property insurance
and repairs and maintenance. These increases were partially offset
by a $11.3 million decrease in operating expenses from property
dispositions. We expect rental property and other expenses to be
higher in 2023 as compared to 2022 due to higher same property
operating expenses, the acquisition of SIX50 at Legacy Union and
development properties placed in service, partially offset by lower
operating expenses from property dispositions.
Depreciation and amortization was $28.4 million, or 10.9%, higher
in 2022 as compared to 2021 primarily due to the acquisitions of
real estate assets from PAC and SIX50 at Legacy Union, 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 in 2023 as
compared to 2022 due to the acquisition of SIX50 at Legacy Union,
higher same property lease related depreciation and amortization
and development properties placed in service, partially offset by
property dispositions.
We recorded impairment charges of $36.5 million in 2022 to lower
the carrying amounts of EQT Plaza and a land parcel to their
estimated fair value less costs to sell. EQT Plaza is a 616,000
square foot office building located in the heart of
Pittsburgh’s CBD. EQT Corporation’s lease of 317,000 square feet at
EQT Plaza is scheduled to expire in September 2024. There are no
assurances that EQT Corporation will renew all or any of its space
upon expiration of its current lease. We recorded no such
impairment in 2021.
General and administrative expenses were $1.7 million, or 4.2%,
higher in 2022 as compared to 2021 primarily due to higher
salaries, benefits and office rent, partially offset by lower
incentive compensation. We expect general and administrative
expenses to be lower in 2023 as compared to 2022 due to lower
incentive compensation and office rent, partially offset by higher
salaries and benefits.
Interest Expense
Interest expense was $19.5 million, or 22.8%, higher in 2022 as
compared to 2021 primarily due to higher average debt balances,
higher average interest rates and lower capitalized interest. We
expect interest expense to be higher in 2023 as compared to 2022
due to higher average interest rates and higher average debt
balances, partially offset by higher capitalized
interest.
Other Income
Other income was $0.1 million higher in 2022 as compared to 2021
primarily due to higher dividend and interest income and losses on
debt extinguishment in 2021, partially offset by losses on deferred
compensation plan investments (which is fully offset by a
corresponding decrease in general and administrative
expenses).
Gains on Disposition of Property
Gains on disposition of property were $110.5 million lower in 2022
as compared to 2021.
Equity in Earnings of Unconsolidated Affiliates
Equity in earnings of unconsolidated affiliates was $0.4 million
lower in 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
and higher property taxes.
Earnings Per Common Share - Diluted
Diluted earnings per common share was $1.49 lower in 2022 as
compared to 2021 due to a decrease in net income for the reasons
discussed above.
Comparison of 2021 to 2020
For a comparison of 2021 to 2020, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations” in our 2021 Annual Report on
Form 10-K.
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):
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|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
2022 |
|
2021 |
|
2020 |
|
2022-2021 Change |
|
2021-2020 Change |
Net Cash Provided By Operating Activities |
$ |
421,779 |
|
|
$ |
414,558 |
|
|
$ |
358,160 |
|
|
$ |
7,221 |
|
|
$ |
56,398 |
|
Net Cash Provided By/(Used In) Investing Activities |
(614,799) |
|
|
(287,678) |
|
|
110,682 |
|
|
(327,121) |
|
|
(398,360) |
|
Net Cash Provided By/(Used In) Financing Activities |
187,927 |
|
|
(284,926) |
|
|
(294,340) |
|
|
472,853 |
|
|
9,414 |
|
Total Cash Flows |
$ |
(5,093) |
|
|
$ |
(158,046) |
|
|
$ |
174,502 |
|
|
$ |
152,953 |
|
|
$ |
(332,548) |
|
Comparison of 2022 to 2021
The change in net cash provided by operating activities in 2022 as
compared to 2021 was primarily due to higher net cash from the
operations of acquired real estate assets from PAC, the acquisition
of SIX50 at Legacy Union, same properties and development
properties placed in service, partially offset by property
dispositions and higher interest expense. We expect net cash
related to operating activities to be lower in 2023 as compared to
2022 due to higher interest expense and property dispositions,
partially offset by net cash from the operations of acquired
properties and development properties placed in
service.
The change in net cash used in investing activities in 2022 as
compared to 2021 was primarily due to investments in the 2827
Peachtree, Granite Park Six, 23Springs and McKinney & Olive
joint ventures in 2022, lower net proceeds from disposition
activity in 2022 and higher investments in tenant and building
improvements in 2022, partially offset by lower acquisition
activity and investments in development in-process in 2022. We
expect uses of cash for investing activities in 2023 to be
primarily driven by whether or not we acquire and commence
development of additional office buildings in the BBDs of our
markets. We expect these uses of cash for investing activities will
be partially offset by proceeds from property dispositions in
2023.
The change in net cash provided by/(used in) financing activities
in 2022 as compared to 2021 was primarily due to net debt
borrowings to fund our investment activity in 2022. Assuming the
net effect of our acquisition, disposition and development activity
in 2023 results in an increase to our assets, we would expect
outstanding debt and/or Common Stock balances to
increase.
Comparison of 2021 to 2020
For a comparison of 2021 to 2020, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources” in our 2021 Annual
Report on Form 10-K.
Capitalization
The following table sets forth the Company’s capitalization (in
thousands, except per share amounts):
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December 31, |
|
2022 |
|
2021 |
|
|
|
|
Mortgages and notes payable, net, at recorded book
value |
$ |
3,197,215 |
|
|
$ |
2,788,915 |
|
|
|
|
|
Preferred Stock, at liquidation value |
$ |
28,821 |
|
|
$ |
28,821 |
|
Common Stock outstanding |
105,211 |
|
|
104,893 |
|
Common Units outstanding (not owned by the Company) |
2,358 |
|
|
2,505 |
|
Per share stock price at year end |
$ |
27.98 |
|
|
$ |
44.59 |
|
Market value of Common Stock and Common Units |
$ |
3,009,781 |
|
|
$ |
4,788,877 |
|
Total capitalization |
$ |
6,235,817 |
|
|
$ |
7,606,613 |
|
As of December 31, 2022, our mortgages and notes payable and
outstanding preferred stock represented 51.7% of our total
capitalization and 42.0% of the undepreciated book value of our
assets. See also “Executive Summary - Liquidity and Capital
Resources.”
Our mortgages and notes payable as of December 31, 2022
consisted of $484.0 million of secured indebtedness with a weighted
average interest rate of 3.62% and $2,729.6 million of unsecured
indebtedness with a weighted average interest rate of 4.17%. The
secured indebtedness was collateralized by real estate assets with
an undepreciated book value of $747.4 million. As of
December 31, 2022, $936.0 million of our debt does not bear
interest at fixed rates or is not protected by interest rate hedge
contracts.
Investment Activity
- Acquisitions
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 Investment 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.”
During the third quarter of 2022, we acquired SIX50 at Legacy
Union, a 367,000 square foot trophy office building in Charlotte’s
Uptown CBD submarket, for a net purchase price of
$198.0 million. 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.
During the second quarter of 2022, we acquired land in Charlotte
for an aggregate purchase price, including capitalized acquisition
costs, of $27.0 million.
- Dispositions
During the third quarter of 2022, we sold land in Richmond for a
sales price of $23.3 million and recorded a gain on disposition of
property of $9.4 million.
During the second quarter of 2022, we sold office buildings and
land in Atlanta, Greensboro and Tampa for an aggregate sales price
of $100.7 million (before closing credits to buyers of $1.1
million) and recorded aggregate gains on disposition of property of
$50.0 million.
During the first quarter of 2022, we sold land in Tampa for a sales
price of $9.6 million and recorded a gain on disposition of
property of $4.1 million.
- Joint Venture Investments
During the third quarter of 2022, we entered the Dallas market
through the formation of two joint ventures with Granite to develop
Granite Park Six and 23Springs. In connection with the formation,
we agreed to contribute our 50.0% share of the equity required to
fund each development project. The Granite Park Six joint venture
has an anticipated total investment of $200.0 million and the
23Springs joint venture has an anticipated total investment of
$460.0 million. As of December 31, 2022, we have fully funded
our share of the equity for the Granite Park Six joint venture and
we have funded $41.9 million of our share of the equity for the
23Springs joint venture.
The Granite Park Six joint venture obtained a construction loan for
$115.0 million, with an interest rate of SOFR plus 394 basis points
and a maturity date of January 2026. In connection with this loan,
the Granite Park Six joint venture obtained an interest rate hedge
contract that effectively caps the underlying SOFR rate at 3.5%
with respect to $95.2 million of any outstanding amounts. The cap
expires in July 2024. As of December 31, 2022, $15.3 million
was drawn on this loan.
The 23Springs joint venture obtained a construction loan for $265.0
million, with an interest rate of SOFR plus 355 basis points and a
maturity date of March 2026. In connection with this loan, the
23Springs joint venture obtained an interest rate
hedge contract that effectively caps the underlying SOFR rate at
3.5% with respect to $83.0 million of any outstanding amounts. The
cap expires in April 2024. As of December 31, 2022, no amounts
were drawn on this loan.
During the fourth quarter of 2022, we expanded our Dallas market
presence by acquiring McKinney & Olive through the formation of
another joint venture with Granite in which we own a 50% interest.
The McKinney & Olive joint venture has an anticipated total
investment of $394.7 million, which includes $1.7 million of
near-term building improvements and $2.0 million of transaction
costs. As part of the transaction, the McKinney & Olive joint
venture assumed a secured loan recorded at fair value of $137.0
million, with a stated interest rate of 4.5% and an effective
interest rate of 5.3%, that is scheduled to mature in July 2024.
The remainder of the purchase price was funded with $80.0 million
of short-term preferred equity contributed by us and $86.4 million
of common equity contributed by each of Granite and us. The
preferred equity contributed by us will be entitled to receive
monthly distributions initially at a minimum rate of SOFR plus 350
basis points.
During the fourth quarter of 2022, we formed a joint venture with
The Bromley Companies (“Bromley”) in which we own a 50% interest to
construct Midtown East, a multi-customer office development project
located in the mixed-use Midtown Tampa project in Tampa’s Westshore
submarket. Upon completion, the Midtown East joint venture will own
143,000 square feet of an overall 432,000 square foot tower. The
rest of Midtown East will serve as the future headquarters of Tampa
Electric and Peoples Gas. The total anticipated investment for the
Midtown East joint venture’s share of the overall project is $83.0
million. In connection with the formation, we agreed to contribute
our 50% share of the equity required to fund the development
project, $0.3 million of which was funded as of
December 31, 2022. We also committed to provide a
$52.3 million interest-only secured construction loan to the
Midtown East joint venture that is scheduled to mature on the third
anniversary of completion. The loan bears interest at SOFR plus 450
basis points. As of December 31, 2022, no amounts were drawn
on this loan.
- In-Process Development
As of December 31, 2022, we were developing 1.6 million
rentable square feet of office properties. For a table summarizing
our announced and in-process office developments, see “Item 2.
Properties - In-Process Development.”
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 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 first quarter of
2022, the Company issued 130,011 shares of Common Stock at an
average gross sales price of $46.50 per share and received net
proceeds, after sales commissions, of $6.0 million. We paid an
aggregate of $0.1 million in sales commissions to Jefferies, LLC
during the first quarter of 2022.
Our $750.0 million unsecured revolving credit facility is scheduled
to mature in March 2025 and includes an accordion feature that
currently allows for an additional $200.0 million of borrowing
capacity subject to additional lender commitments. Assuming no
defaults have occurred, we have an option to extend the maturity
for two additional six-month periods. During the second quarter of
2022, in connection with the modification of our $200.0 million
term loan as discussed below, the interest rate on our revolving
credit facility was converted from LIBOR plus 90 basis points to
SOFR plus a related spread adjustment of 10 basis points and a
borrowing spread of 85 basis points, based on current credit
ratings. 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. We may be entitled to a temporary
reduction in the interest rate of one basis point provided we meet
certain sustainability goals with respect to the ongoing reduction
of greenhouse gas emissions. There was $386.0 million and $392.0
million outstanding under our revolving credit facility as of
December 31, 2022 and January 27, 2023, respectively. As
of both December 31, 2022 and January 27, 2023, 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 as of
December 31, 2022 and January 27, 2023 was $363.9 million
and $357.9 million, respectively.
During the second quarter of 2022, we modified our $200.0 million
unsecured bank term loan to extend the maturity date from November
2022 to May 2026. As part of this modification, we also obtained a
$150.0 million delayed-draw term loan, which was drawn in its
entirety in the third quarter of 2022, that is scheduled to mature
in May 2027. The interest rate, based on current credit ratings, is
SOFR plus a related spread adjustment of 10 basis points and a
borrowing spread of 95 basis points.
The interest rate is based on the higher of the publicly announced
ratings from Moody’s Investors Service or Standard & Poor’s
Ratings Services. We may be entitled to a temporary reduction in
the interest rate of one basis point provided we meet certain
sustainability goals with respect to the ongoing reduction of
greenhouse gas emissions. We incurred $2.7 million of debt issuance
costs, which are being amortized along with certain existing
unamortized debt issuance costs over the remaining term of our
modified term loan.
During the fourth quarter of 2022, we obtained a $200.0 million,
two-year unsecured bank term loan that is scheduled to mature in
October 2024. Assuming no defaults have occurred, we have an option
to extend the maturity for one additional year. The interest rate,
based on current credit ratings, is SOFR plus a related spread
adjustment of 10 basis points and a borrowing spread of 95 basis
points. The interest rate is based on the higher of the publicly
announced ratings from Moody’s Investors Service or Standard &
Poor’s Ratings Services. We may be entitled to a temporary
reduction in the interest rate of one basis point provided we meet
certain sustainability goals with respect to the ongoing reduction
of greenhouse gas emissions. Additionally, we used the additional
$200.0 million of borrowings, together with available cash and
borrowings under our revolving credit facility, to prepay without
penalty $250.0 million principal amount of 3.625% unsecured
notes that were scheduled to mature in January 2023.
We regularly evaluate the financial condition of the financial
institutions that participate in our credit facilities and as
counterparties under any interest rate swap agreements using
publicly available information. Based on this review, we currently
expect these financial institutions to perform their obligations
under our existing facilities and any swap agreements.
For information regarding our interest hedging activities and other
market risks associated with our debt financing activities, see
“Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.”
Covenant Compliance
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 provide any assurances 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 $35.0
million with respect to other loans in some
circumstances.
As of December 31, 2022, the Operating Partnership had the
following unsecured notes outstanding ($ in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face Amount |
|
Carrying Amount |
|
Stated Interest Rate |
|
Effective Interest Rate |
|
|
|
|
|
|
|
|
Notes due March 2027 |
$ |
300,000 |
|
|
$ |
298,334 |
|
|
3.875 |
% |
|
4.038 |
% |
Notes due March 2028 |
$ |
350,000 |
|
|
$ |
347,863 |
|
|
4.125 |
% |
|
4.271 |
% |
Notes due April 2029 |
$ |
350,000 |
|
|
$ |
349,386 |
|
|
4.200 |
% |
|
4.234 |
% |
Notes due February 2030 |
$ |
400,000 |
|
|
$ |
399,302 |
|
|
3.050 |
% |
|
3.079 |
% |
Notes due February 2031 |
$ |
400,000 |
|
|
$ |
398,735 |
|
|
2.600 |
% |
|
2.645 |
% |
The indenture that governs these 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.
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.
Off-Balance Sheet Arrangements
During the third quarter of 2022, we formed two joint ventures with
Granite. During the fourth quarter of 2022, we formed an additional
joint venture with Granite and a joint venture with Bromley. We own
a 50% interest in each of these unconsolidated joint ventures. For
additional information, see “— Investment Activity – Joint Venture
Investments.”
Contractual Obligations
The following table sets forth a summary regarding our known
material contractual obligations on a cash basis, including
required interest payments for those items that are interest
bearing, as of December 31, 2022 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due during the years ending December 31, |
|
|
|
Total |
|
2023 |
|
2024 |
|
2025 |
|
2026 |
|
2027 |
|
Thereafter |
Mortgages and Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments
(1)
|
$ |
3,205,872 |
|
|
$ |
6,726 |
|
|
$ |
207,021 |
|
|
$ |
392,833 |
|
|
$ |
206,568 |
|
|
$ |
458,253 |
|
|
$ |
1,934,471 |
|
Interest payments |
673,834 |
|
|
131,886 |
|
|
129,336 |
|
|
104,651 |
|
|
92,984 |
|
|
74,396 |
|
|
140,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease and contractual commitments and contingent
consideration
(2)
|
300,601 |
|
|
226,970 |
|
|
48,270 |
|
|
5,074 |
|
|
17,286 |
|
|
671 |
|
|
2,330 |
|
Other Commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances to unconsolidated affiliates
(3)
|
97,870 |
|
|
37,982 |
|
|
32,457 |
|
|
16,723 |
|
|
9,708 |
|
|
1,000 |
|
|
— |
|
Operating and Finance Lease Obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ground leases |
94,341 |
|
|
2,213 |
|
|
2,258 |
|
|
2,306 |
|
|
2,355 |
|
|
2,407 |
|
|
82,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
4,372,518 |
|
|
$ |
405,777 |
|
|
$ |
419,342 |
|
|
$ |
521,587 |
|
|
$ |
328,901 |
|
|
$ |
536,727 |
|
|
$ |
2,160,184 |
|
__________
(1)Excludes
amortization of premiums, discounts, debt issuance costs and/or
purchase accounting adjustments.
(2)Consists
primarily of commitments under signed leases and contracts for
operating properties (excluding tenant-funded tenant improvements),
contracts for development/redevelopment projects and unfunded joint
venture equity contributions agreed to at formation. Future spend
for tenant improvements that can be used at the option of the
customer during the remaining lease term has been included in 2023.
The timing of these lease and contractual commitments may
fluctuate.
(3)Includes
estimated draws on loan commitments to our joint ventures related
to our unconsolidated development activity.
The interest payments due on mortgages and notes payable are based
on the stated rates for the fixed rate debt and on the rates in
effect as of December 31, 2022 for the variable rate debt. The
weighted average interest rate on our fixed and variable rate debt
was 3.59% and 5.30%, respectively, as of December 31, 2022.
For additional information about our operating and finance lease
obligations, mortgages and notes payable and purchase obligations,
see Notes 2, 6 and 7, respectively, to our Consolidated Financial
Statements.
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. See “Item 1A. Risk Factors – Risks Related to an
Investment in our Securities – Cash 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. The following
factors will affect such cash flows and, accordingly, influence the
decisions of the Company’s Board of Directors regarding dividends
and distributions:
•projections
with respect to future REIT taxable income expected to be generated
by the Company;
•debt
service requirements after taking into account debt covenants and
the repayment and restructuring of certain indebtedness and the
availability of alternative sources of debt and equity capital and
their impact on our ability to refinance existing debt and grow our
business;
•scheduled
increases in base rents of existing leases;
•changes
in rents attributable to the renewal of existing leases or
replacement leases;
•changes
in occupancy rates at existing properties and execution of leases
for newly acquired or developed properties;
•changes
in operating expenses;
•anticipated
leasing capital expenditures attributable to the renewal of
existing leases or new leases;
•anticipated
building improvements; and
•expected
cash flows from financing and investing activities, including from
the sales of assets generating taxable gains to the extent such
assets are not sold in a tax-deferred exchange under Section 1031
of the Internal Revenue Code or another tax-free or tax-deferred
transaction.
The Company declared and paid a cash dividend of $0.50 per share of
Common Stock in each quarter of 2022.
On February 1, 2023, the Company declared a cash dividend of $0.50
per share of Common Stock, which is payable on March 14, 2023
to stockholders of record as of February 21,
2023.
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 term loans,
borrowings under our revolving credit facility, 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. We generally believe existing
cash and rental and other revenues will continue to be sufficient
to fund operating and general and administrative expenses, interest
expense, our existing quarterly dividend and existing portfolio
capital expenditures, including building improvement costs, tenant
improvement costs and lease commissions.
We had $21.4 million of cash and cash equivalents as of
December 31, 2022. The unused capacity of our revolving credit
facility as of December 31, 2022 and January 27, 2023,
respectively, was $363.9 million and $357.9 million, excluding an
accordion feature that allows for an additional $200.0 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).
During 2023, we expect to sell up to $400 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.”
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP
requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses for the reporting
period. Actual results could differ from our
estimates.
The policies used in the preparation of our Consolidated Financial
Statements are described in Note 1 to our Consolidated Financial
Statements. However, certain of our significant accounting policies
contain an increased level of assumptions used or estimates made in
determining their impact in our Consolidated Financial Statements.
Management has reviewed and determined the appropriateness of our
critical accounting policies and estimates with the audit committee
of the Company’s Board of Directors.
We consider our critical accounting estimates to be those used in
the determination of the reported amounts and disclosure related to
the following:
•Acquisition
of real estate assets and liabilities;
•Impairments
of real estate assets; and
•Credit
losses on lease related receivables.
Acquisition of Real Estate Assets and Liabilities
Primarily all of our acquisitions of real estate assets and
liabilities are accounted for as asset acquisitions. As such, the
purchase prices of acquired tangible and intangible assets and
liabilities are recorded and allocated at fair value on a relative
basis. The recorded allocations are based on estimated cash flow
projections of the properties acquired which incorporates discount,
capitalization and interest rates as well as available comparable
market information. See Note 1 to our Consolidated Financial
Statements for additional details regarding our specific procedures
for purchase price allocation.
We use considerable judgement in our estimates of cash flow
projections, discount, capitalization and interest rates, fair
market lease rates, carrying costs during hypothetical expected
lease-up periods and costs to execute similar leases. While our
methodology for purchase price allocation did not change during the
year ended December 31, 2022, the real estate market is fluid
and our assumptions are based on information currently available in
the market at the time of acquisition. Significant increases or
decreases in these key estimates, particularly with regards to cash
flow projections and discount and capitalization rates, would
result in a significantly lower or higher fair value measurement of
the real estate assets being acquired.
Impairments of Real Estate Assets
We record impairments of our real estate assets classified as held
for use when the carrying amount of the asset exceeds the sum of
its undiscounted future operating and residual cash flows at the
difference between estimated fair value of the asset and the
carrying amount. We record impairments of our real estate assets
classified as held for sale at the lower of the carrying amount or
estimated fair value using the estimated or contracted sales price
less costs to sell. See Note 1 to our Consolidated Financial
Statements for additional details regarding our specific procedures
with respect to impairments of our real estate assets classified as
held for use and held for sale.
Any real estate assets recorded at fair value on a non-recurring
basis as a result of our impairment analysis are valued using
unobservable local and national industry market data such as
comparable sales, appraisals, brokers’ opinions of value and/or
terms of definitive sales contracts. Additionally, the analysis
includes considerable judgement in our estimates of hold periods,
projected cash flows and discount and capitalization rates.
Significant increases or decreases in any of these inputs,
particularly with regards to cash flow projections and discount and
capitalization rates, would result in a significantly lower or
higher fair value measurement of the real estate assets being
assessed.
Credit Losses on Lease Related Receivables
Credit losses on lease related receivables, which include accounts
receivable and accrued straight-line rents receivable, are recorded
as a reduction to rental and other revenues when the amount
recorded is determined, in management’s judgement, to not be
probable of collection. Management’s evaluation of collectability
requires the exercise of considerable judgement in assessing the
current credit quality of our customers using payment history and
other available information about the financial
condition of the customers. During the year ended December 31,
2022, we have not experienced significant credit losses based on
management’s evaluation of collectability of our lease receivables.
If management’s assumptions regarding the collectability of lease
related receivables prove incorrect, we could experience credit
losses in excess of what was recognized in rental and other
revenues.
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
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
(“NAREIT”), 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.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2022 |
|
2021 |
|
2020 |
Funds from operations: |
|
|
|
|
|
Net income |
$ |
163,958 |
|
|
$ |
323,310 |
|
|
$ |
357,914 |
|
Net (income) attributable to noncontrolling interests in
consolidated affiliates |
(1,230) |
|
|
(1,712) |
|
|
(1,174) |
|
Depreciation and amortization of real estate assets |
284,723 |
|
|
256,488 |
|
|
238,816 |
|
Impairments of depreciable properties |
35,000 |
|
|
— |
|
|
1,778 |
|
(Gains) on disposition of depreciable properties |
(47,807) |
|
|
(163,065) |
|
|
(215,173) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated affiliates: |
|
|
|
|
|
Depreciation and amortization of real estate assets |
1,160 |
|
|
778 |
|
|
2,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
435,804 |
|
|
415,799 |
|
|
384,556 |
|
Dividends on Preferred Stock |
(2,486) |
|
|
(2,486) |
|
|
(2,488) |
|
|
|
|
|
|
|
Funds from operations available for common stockholders |
$ |
433,318 |
|
|
$ |
413,313 |
|
|
$ |
382,068 |
|
Funds from operations available for common stockholders per
share |
$ |
4.03 |
|
|
$ |
3.86 |
|
|
$ |
3.58 |
|
Weighted average shares outstanding
(1)
|
107,567 |
|
|
107,061 |
|
|
106,714 |
|
__________
(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 December 31, 2022, our same property portfolio consisted
of 148 in-service properties encompassing 24.4 million rentable
square feet that were wholly owned during the entirety of the
periods presented (from January 1, 2021 to December 31, 2022).
As of December 31, 2021, our same property portfolio consisted
of 148 in-service properties encompassing 24.2 million rentable
square feet that were wholly owned during the entirety of the
periods presented (from January 1, 2020 to December 31, 2021).
The change in our same property portfolio was due to the addition
of five properties encompassing 0.6 million rentable square feet,
offset by the removal of five properties encompassing 0.4 million
rentable square feet that were sold during 2022.
Rental and other revenues related to properties not in our same
property portfolio were $121.8 million and $82.7 million for the
years ended December 31, 2022 and 2021, respectively. Rental
property and other expenses related to properties not in our same
property portfolio were $31.1 million and $25.5 million for the
years ended December 31, 2022 and 2021,
respectively.
The following table sets forth the Company’s NOI, same property NOI
and same property cash NOI (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
|
2021 |
Net income
|
|
$ |
163,958 |
|
|
$ |
323,310 |
|
Equity in earnings of unconsolidated affiliates |
|
(1,535) |
|
|
(1,947) |
|
Gains on disposition of property |
|
(63,546) |
|
|
(174,059) |
|
Other loss |
|
(1,530) |
|
|
(1,394) |
|
Interest expense |
|
105,385 |
|
|
85,853 |
|
General and administrative expenses |
|
42,266 |
|
|
40,553 |
|
Impairments of real estate assets |
|
36,515 |
|
|
— |
|
Depreciation and amortization |
|
287,610 |
|
|
259,255 |
|
Net operating income |
|
569,123 |
|
|
531,571 |
|
Non same property and other net operating income |
|
(90,675) |
|
|
(57,155) |
|
Same property net operating income |
|
$ |
478,448 |
|
|
$ |
474,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same property net operating income |
|
$ |
478,448 |
|
|
$ |
474,416 |
|
Lease termination fees, straight-line rent and other non-cash
adjustments
(1)
|
|
(16,159) |
|
|
(13,851) |
|
Same property cash net operating income |
|
$ |
462,289 |
|
|
$ |
460,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1) Includes $0.1 million and $3.0 million
of repayments of temporary rent deferrals, net of additional
temporary rent deferrals granted by the Company during the years
ended December 31, 2022 and 2021, respectively.
ITEM 7A. 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 7. 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.
As of December 31, 2022, we had $2,277.6 million principal
amount of fixed rate debt outstanding, a $256.5 million decrease as
compared to December 31, 2021 (excluding $50.0 million of
variable rate debt outstanding as of December 31, 2021 that
had been effectively fixed by related interest rate hedge
contracts). The estimated aggregate fair market value of this debt
was $1,913.4 million. If interest rates had been 100 basis points
higher, the aggregate fair market value of our fixed rate debt
would have been $106.7 million lower. If interest rates had been
100 basis points lower, the aggregate fair market value of our
fixed rate debt would have been $114.7 million higher.
As of December 31, 2022, we had $936.0 million of variable
rate debt outstanding not protected by interest rate hedge
contracts, a $716.0 million increase as compared to
December 31, 2021. If the weighted average interest rate on
this variable rate debt had been 100 basis points higher or lower,
the annual interest expense as of December 31, 2022 would
increase or decrease by $9.4 million.
As of December 31, 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 fixed the underlying
one-month LIBOR rate at a weighted average rate of 1.693%. We had
no outstanding interest rate hedge contracts as of
December 31, 2022.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
See page
52
for Index to Consolidated Financial Statements of Highwoods
Properties, Inc. and Highwoods Realty Limited
Partnership.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
General
The purpose of this section is to discuss our controls and
procedures. The statements in this section represent the
conclusions of Theodore J. Klinck, the Company’s President and
Chief Executive Officer (“CEO”), and Brendan C. Maiorana, the
Company’s Executive Vice President and Chief Financial Officer
(“CFO”).
The CEO and CFO evaluations of our controls and procedures include
a review of the controls’ objectives and design, the controls’
implementation by us and the effect of the controls on the
information generated for use in this Annual Report. We seek to
identify data errors, control problems or acts of fraud and confirm
that appropriate corrective action, including process improvements,
is undertaken. Our controls and procedures are also evaluated on an
ongoing basis by or through the following:
•activities
undertaken and reports issued by employees responsible for testing
our internal control over financial reporting;
•quarterly
sub-certifications by representatives from appropriate business and
accounting functions to support the CEO’s and CFO’s evaluations of
our controls and procedures;
•other
personnel in our finance and accounting organization;
•members
of our internal disclosure committee; and
•members
of the audit committee of the Company’s Board of
Directors.
We do not expect that our controls and procedures will prevent all
errors and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.
Further, the design of controls and procedures must reflect the
fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. These inherent
limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Management’s Annual Report on the Company’s Internal Control Over
Financial Reporting
The Company’s management is required 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 GAAP. Internal control over financial
reporting includes those policies and procedures that:
•pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect transactions and dispositions of
assets;
•provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP,
and that receipts and expenditures are being made only in
accordance with authorizations of management and directors;
and
•provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could
have a material effect on the financial statements.
Under the supervision of the Company’s CEO and CFO, we conducted an
evaluation of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2022 based on the
criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have concluded that, as of December 31, 2022, the Company’s
internal control over financial reporting was effective. Deloitte
& Touche LLP, our independent registered public accounting
firm, has issued their attestation report, which is included below,
on the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2022.
Management’s Annual Report on the Operating Partnership’s Internal
Control Over Financial Reporting
The Operating Partnership is also required 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 GAAP.
Under the supervision of the Company’s CEO and CFO, we conducted an
evaluation of the effectiveness of the Operating Partnership’s
internal control over financial reporting as of December 31,
2022 based on the criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have concluded that, as of December 31, 2022, the Operating
Partnership’s internal control over financial reporting was
effective. SEC rules do not require us to obtain an attestation
report of Deloitte & Touche LLP on the effectiveness of the
Operating Partnership’s internal control over financial
reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholders and the Board of Directors of Highwoods
Properties, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of
Highwoods Properties, Inc. and subsidiaries (the “Company”) as
of December 31, 2022, based on criteria established in
Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2022, based on criteria
established in
Internal Control-Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of
and for the year ended December 31, 2022 of the Company and
our report dated February 7, 2023 expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Annual Report on the
Company’s internal control over financial reporting. Our
responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial
Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles
generally accepted in the United States of America (“generally
accepted accounting principles”). A company’s internal control over
financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 7, 2023
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over
financial reporting during the fourth quarter of 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 the Operating Partnership’s internal control
over financial reporting during the fourth quarter of 2022 that
materially affected, or are reasonably likely to materially affect,
the Operating Partnership’s internal control over financial
reporting.
Disclosure 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. As defined in Rule
13a-15(e) under the Exchange Act, disclosure controls and
procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us
is accumulated and communicated to our management, including the
Company’s CEO and CFO, to allow for timely decisions regarding
required disclosure. The Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures were effective at the
end of the period covered by this Annual Report. The Company’s CEO
and CFO also concluded that the Operating Partnership’s disclosure
controls and procedures were effective at the end of the period
covered by this Annual Report.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Information about the Company’s executive officers and directors,
the code of ethics that applies to the Company’s chief executive
officer and senior financial officers, which is posted on our
website, and certain corporate governance matters is incorporated
herein by reference to the Company’s Proxy Statement to be filed in
connection with the Company's annual meeting of stockholders to be
held on May 16, 2023. No changes have been made to the
procedures by which stockholders may recommend nominees to the
Company’s board of directors since the 2022 annual meeting, which
was held on May 10, 2022. See Item X in Part I of this Annual
Report for biographical information regarding the Company’s
executive officers. The Company is the sole general partner of the
Operating Partnership.
ITEM 11. EXECUTIVE COMPENSATION
Information about the compensation of the Company’s directors and
executive officers is incorporated herein by reference to the
Company’s Proxy Statement to be filed in connection with its annual
meeting of stockholders to be held on May 16,
2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information about the beneficial ownership of Common Stock and the
Company’s equity compensation plans is incorporated herein by
reference to the Company’s Proxy Statement to be filed in
connection with its annual meeting of stockholders to be held on
May 16, 2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
Information about certain relationships and related transactions,
if any, and the independence of the Company’s directors is
incorporated herein by reference to the Company’s Proxy Statement
to be filed in connection with its annual meeting of stockholders
to be held on May 16, 2023.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information about fees paid to and services provided by our
independent registered public accounting firm is incorporated
herein by reference to the Company’s Proxy Statement to be filed in
connection with its annual meeting of stockholders to be held on
May 16, 2023.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
Reference is made to the Index to Consolidated Financial Statements
on page
52
for a list of the Consolidated Financial Statements of Highwoods
Properties, Inc. and Highwoods Realty Limited Partnership included
in this report.
|
Exhibits
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description |
|
|
|
3.1 |
|
|
3.2 |
|
|
4.1 |
|
|
4.2 |
|
|
4.3 |
|
|
|
|
|
|
|
|
4.4 |
|
|
4.5 |
|
|
4.6 |
|
|
4.7 |
|
|
4.8 |
|
|
4.9 |
|
|
4.10 |
|
|
4.11 |
|
|
4.12 |
|
|
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
10.4 |
* |
|
10.5 |
|
|
10.6 |
* |
|
10.7 |
* |
|
10.8 |
* |
|
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description |
10.9 |
* |
|
10.10 |
* |
|
10.11 |
* |
|
10.12 |
* |
|
10.13 |
|
Sixth Amended and Restated Credit Agreement, dated as of March 18,
2021, by and among the Company, the Operating Partnership, Bank of
America, N.A., as Administrative Agent, Wells Fargo Bank, National
Association and PNC Bank, National Association, as Co-Syndication
Agents, and the Other Lenders named therein (filed as part of the
Company’s Current Report on Form 8-K dated March 19,
2021)
|
10.14 |
* |
|
10.15 |
|
|
21 |
|
|
23.1 |
|
|
|
|
|
31.1 |
|
|
31.2 |
|
|
31.3 |
|
|
31.4 |
|
|
32.1 |
|
|
32.2 |
|
|
32.3 |
|
|
32.4 |
|
|
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)
|
__________
* Represents management contract or compensatory plan.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
|
Highwoods Properties, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Highwoods Realty Limited Partnership: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
All other schedules are omitted because they are not applicable or
because the required information is included in our Consolidated
Financial Statements or notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholders and the Board of Directors of Highwoods
Properties, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Highwoods Properties, Inc. and subsidiaries (the “Company”) as
of December 31, 2022 and 2021, the related consolidated
statements of income, comprehensive income, equity, and cash flows
for each of the three years in the period ended December 31,
2022, and the related notes and the schedule listed in the Index at
Item 15 (collectively, the “financial statements”). In our
opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of
December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the three years in the period ended
December 31, 2022, in conformity with accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of
December 31, 2022, based on criteria established in
Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 7, 2023, expressed an
unqualified opinion on the Company’s internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising
from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee
and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Impairment of Real Estate Assets—Refer to Note 1 and Note 3 to the
financial statements
Critical Audit Matter Description
The Company performs an impairment analysis of properties which
begins with an evaluation of events or changes in circumstances
that may indicate that the carrying value may not be recoverable,
such as a significant decline in occupancy, identification of
materially adverse legal or environmental factors, a change in the
designation of an asset from core to non-core, which may impact the
anticipated holding period, or a decline in market value to an
amount less than cost. When events or changes in circumstances
indicate that the carrying value may not be recoverable, the
Company evaluates its real estate assets for impairment by
comparing undiscounted future cash flows expected to be generated
over the estimated hold period of each asset to the respective
carrying amount. If the carrying amount of an asset exceeds the
undiscounted future cash flows, an analysis is performed to
determine the fair value of the asset.
The Company makes judgments that determine whether specific real
estate assets possess indicators of impairment. Changes in those
judgments could have a material impact on the real estate assets
that are identified for further analysis.
For those real estate assets where an indicator has been
identified, the Company makes significant estimates and assumptions
to determine the recoverability using undiscounted future cash
flows expected to be generated over the estimated hold period of
the asset, including estimates and assumptions related to the
rental rates, growth rates, and capitalization rates. For those
real estate assets where impairment has been identified, the
Company applies a discount rate to those undiscounted cash flows to
determine fair value. Total real estate assets as of December 31,
2022, were $5.1 billion, net of impairment losses recorded in 2022
of $35 million.
How the Critical Audit Matter Was Addressed in the
Audit
Our audit procedures related to the evaluation of real estate
assets for possible indications of impairment included the
following, among others:
•We
tested the effectiveness of controls over management’s
identification of possible circumstances that may indicate that the
carrying amounts of real estate assets are no longer recoverable,
including controls over management’s designation of an asset as
core or non-core, occupancy and management’s estimates of fair
values.
•We
evaluated management’s identification of impairment indicators by
developing an independent determination if properties exhibit an
indicator of impairment by:
–Inquiring
of management and reading investment committee and board minutes to
identify properties that should be evaluated as non-core and
therefore may impact the anticipated holding period.
–Testing
real estate assets for possible indications of impairment,
including searching for adverse asset-specific circumstances and/or
market conditions by reviewing questionnaires to regional property
managers and using reputable market surveys.
–With
the assistance of our fair value specialists, developing an
independent expectation of impairment indicators and comparing such
expectation to management’s analysis.
•We
evaluated the Company’s undiscounted cash flows prepared when an
indicator of impairment has been identified by performing the
following:
–We
evaluated the reasonableness of the valuation methodology as well
as significant assumptions used in the undiscounted recoverability
models, including the rental rates, growth rates, and
capitalization rates.
•We
evaluated the Company’s determination of fair value for those
assets where impairment had been identified by performing the
following:
–We
evaluated the reasonableness of the valuation methodology as well
as significant assumptions used in fair value model, including the
growth rates. With the assistance of our fair value specialists, we
also evaluated the reasonableness of the discount rate, rental
rates, and capitalization rate assumptions.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
February 7, 2023
We have served as the Company’s auditor since 2006.
HIGHWOODS PROPERTIES, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2022 |
|
2021 |
|
|
|
|
Assets: |
|
|
|
Real estate assets, at cost: |
|
|
|
Land |
$ |
548,720 |
|
|
$ |
549,228 |
|
Buildings and tenant improvements |
5,909,754 |
|
|
5,718,169 |
|
Development in-process |
46,735 |
|
|
6,890 |
|
Land held for development |
231,218 |
|
|
215,257 |
|
|
6,736,427 |
|
|
6,489,544 |
|
Less-accumulated depreciation |
(1,609,502) |
|
|
(1,457,511) |
|
Net real estate assets |
5,126,925 |
|
|
5,032,033 |
|
|
|
|
|
Real estate and other assets, net, held for sale |
— |
|
|
3,518 |
|
Cash and cash equivalents |
21,357 |
|
|
23,152 |
|
Restricted cash |
4,748 |
|
|
8,046 |
|
Accounts receivable |
25,481 |
|
|
14,002 |
|
Mortgages and notes receivable |
1,051 |
|
|
1,227 |
|
Accrued straight-line rents receivable |
293,674 |
|
|
268,324 |
|
Investments in and advances to unconsolidated
affiliates |
269,221 |
|
|
7,383 |
|
Deferred leasing costs, net of accumulated amortization of $163,751
and $143,111, respectively
|
252,828 |
|
|
258,902 |
|
Prepaid expenses and other assets, net of accumulated depreciation
of $21,660 and $21,408, respectively
|
68,091 |
|
|
78,551 |
|
Total Assets |
$ |
6,063,376 |
|
|
$ |
5,695,138 |
|
Liabilities, Noncontrolling Interests in the Operating Partnership
and Equity: |
|
|
|
Mortgages and notes payable, net |
$ |
3,197,215 |
|
|
$ |
2,788,915 |
|
Accounts payable, accrued expenses and other
liabilities |
301,184 |
|
|
294,976 |
|
|
|
|
|
|
|
|
|
Total Liabilities |
3,498,399 |
|
|
3,083,891 |
|
Commitments and contingencies |
|
|
|
Noncontrolling interests in the Operating Partnership |
65,977 |
|
|
111,689 |
|
Equity: |
|
|
|
Preferred Stock, $0.01 par value, 50,000,000 authorized
shares;
|
|
|
|
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, $0.01 par value, 200,000,000 authorized
shares;
|
|
|
|
105,210,858 and 104,892,780 shares issued and outstanding,
respectively
|
1,052 |
|
|
1,049 |
|
Additional paid-in capital |
3,081,330 |
|
|
3,027,861 |
|
Distributions in excess of net income available for common
stockholders |
(633,227) |
|
|
(579,616) |
|
Accumulated other comprehensive loss |
(1,211) |
|
|
(973) |
|
Total Stockholders’ Equity |
2,476,765 |
|
|
2,477,142 |
|
Noncontrolling interests in consolidated affiliates |
22,235 |
|
|
22,416 |
|
Total Equity |
2,499,000 |
|
|
2,499,558 |
|
Total Liabilities, Noncontrolling Interests in the Operating
Partnership and Equity |
$ |
6,063,376 |
|
|
$ |
5,695,138 |
|
See accompanying notes to consolidated financial
statements.
HIGHWOODS PROPERTIES, INC.
Consolidated Statements of Income
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2022 |
|
2021 |
|
2020 |
Rental and other revenues |
$ |
828,929 |
|
|
$ |
768,007 |
|
|
$ |
736,900 |
|
Operating expenses: |
|
|
|
|
|
Rental property and other expenses |
259,806 |
|
|
236,436 |
|
|
231,825 |
|
Depreciation and amortization |
287,610 |
|
|
259,255 |
|
|
241,585 |
|
Impairments of real estate assets |
36,515 |
|
|
— |
|
|
1,778 |
|
General and administrative |
42,266 |
|
|
40,553 |
|
|
41,031 |
|
Total operating expenses |
626,197 |
|
|
536,244 |
|
|
516,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
105,385 |
|
|
85,853 |
|
|
80,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/(loss) |
1,530 |
|
|
1,394 |
|
|
(1,707) |
|
|
|
|
|
|
|
Gains on disposition of property |
63,546 |
|
|
174,059 |
|
|
215,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
1,535 |
|
|
1,947 |
|
|
4,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
163,958 |
|
|
323,310 |
|
|
357,914 |
|
Net (income) attributable to noncontrolling interests in the
Operating Partnership |
(3,670) |
|
|
(8,321) |
|
|
(9,338) |
|
Net (income) attributable to noncontrolling interests in
consolidated affiliates |
(1,230) |
|
|
(1,712) |
|
|
(1,174) |
|
Dividends on Preferred Stock |
(2,486) |
|
|
(2,486) |
|
|
(2,488) |