HIGHWOODS PROPERTIES, INC. 10-K

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, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa. Our Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HIW.” At December 31, 2020, the Company owned all of the Preferred Units and 103.5 million, or 97.3%, of the Common Units in the Operating Partnership. Limited partners owned the remaining 2.8 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 3100 Smoketree Court, Suite 600, Raleigh, NC 27604, 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 17 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 2020, 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. Business and Operating Strategy Our Strategic Plan focuses on: • owning high-quality, differentiated office buildings in the BBDs of our core markets; • improving the operating results of our properties through concentrated leasing, asset management, cost control and customer service efforts; • developing and acquiring office buildings in BBDs that improve the overall quality of our portfolio and generate attractive returns over the long term for our stockholders; • disposing of properties no longer considered to be core assets primarily due to location, age, quality and/or overall strategic fit; and • maintaining a balance sheet with ample liquidity to meet our funding needs and growth prospects. 4 Table of Contents Geographic Diversification . Our core portfolio consists primarily of office properties in Atlanta, Charlotte, Nashville, Orlando, Pittsburgh, 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. Sustainability We are firmly committed to our intrinsic and societal responsibility to routinely minimize all environmental impacts resulting from our development and operation of our properties. We are devoted to creating healthy and productive workspaces for our customers and communities. More information regarding our sustainability strategy is available in the Company’s Proxy Statement filed in connection with its annual meeting of stockholders and 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 5 Table of Contents 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 briefs management’s information technology steering committee, which includes the CEO and CFO, as often as needed, but in no event less than four times a year. 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 many 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, Pittsburgh, Raleigh, Richmond and Tampa, which are led by seasoned real estate professionals with significant commercial real estate experience managing across multiple economic cycles. 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 to third parties, we are a fully-integrated REIT that fully 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 Company’s value proposition, translates into improved customer service and higher customer retention. We had 359 full-time employees as of December 31, 2020, 72 fewer than we had as of December 31, 2019. The reduction in the number of employees was primarily due to our exiting of the Greensboro and Memphis markets and the subsequent closing of those division offices and the resulting synergies garnered from the ongoing simplification of our business. Over the past three years, our average annual turnover rate was less than 10%. As of December 31, 2020, the average tenure of our employees was 10.5 years and the average age was 49.0 years. 6 Table of Contents 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 4% 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 2020, the total cost of our workforce, including salaries, commissions, bonuses, equity and non-equity incentive compensation and employee benefits but excluding one-time severance charges, was approximately $58.5 million. Approximately 31% 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 51.2 years, which is nearly three years older than the average age of the remainder of our employee base. Like many employers in our markets and throughout the country, we believe there may be an increasing shortage of trade professionals in the future as there may not be enough younger trade professionals entering the workforce to replace retiring workers. To that end, we have been working with the local trade schools in 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; • 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 parents for births or adoptions; • Competitive match on contributions to our 401(k) retirement savings plan, in which over 90% of our employees participate; and 7 Table of Contents • 15% discount on purchasing Common Stock through our employee stock purchase plan, in which nearly 40% of our employees participate. 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. All employees are paid a base salary. Officers participate in our annual non-equity incentive program. Some non-officer employees are eligible to receive annual bonuses. Approximately 8% of our employees are eligible to receive equity incentive compensation. Other than as described below, we have no compensation policy or program that rewards employees solely on a transaction-specific basis. We have a development cash incentive plan pursuant to which certain employees (but not 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. The program does not create an inappropriate risk because all development projects (inclusive of any such incentive compensation) must be approved in advance by our named executives and, in most cases, the full board or the investment committee of our board, none of whom are eligible to receive such incentives. We also pay our in-house leasing professionals commissions for signed leases. 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 is 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, 2020, only the Federal Government (4.3%) and Bank of America (4.1%) accounted for more than 3% of our annualized cash revenues. Employee Empowerment. While we own and operate a collection of high-quality office assets, we believe our team of dedicated real estate professionals is our greatest asset. 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. We encourage an “ownership” mentality throughout our Company and empower our employees to continuously seek new and better ways of doing business, particularly in light of the disruptions created by the COVID-19 pandemic. 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, risk 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. In addition, in response to the outbreak of COVID-19 in the United States, we prioritized the health and safety of our employees. By mid-March, we transitioned many of our employees in Raleigh and our division offices to working remotely and successfully executed our business continuity plan with no disruption to our financial, operational, communications and other systems. Diversity and Inclusion. 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, 2020, 36% of our employees were female and 20% of our employees were persons of color. Currently, two of the nine members of our Board of Directors are female and two others are persons of color. We have a robust diversity and inclusion initiative 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 within our own workforce. First, 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 have created a new employee-focused program, called the “Heart of Highwoods,” to provide opportunities for our employees to volunteer for community service in any ways important to them. To support these efforts, we 8 Table of Contents recently added paid volunteer time off to encourage employees to volunteer in our communities. Third, as a result of listening sessions recently facilitated by an outside diversity and inclusion consultant, we have formed a diversity and inclusion group of employees to advocate for diversity and inclusion throughout our Company. More information regarding our governance policies and human capital programs and initiatives, including our community projects, is available in the Company’s Proxy Statement filed in connection with its annual meeting of stockholders and under the “Meet Highwoods/Highwoods Helps” section of our website. Information on our website is not considered part of this Annual Report.