25 unchanged sentences
• 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.
−Removed: 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 at December 31, 2021 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We have concluded that, at December 31, 2021, the Company’s internal control over financial reporting was effective.
+Added: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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 at December 31, 2021 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: 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.
10 unchanged sentences
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: 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 US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: 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.
+Added: 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.
24 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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 its annual meeting of stockholders to be held on May 10, 2022.
+Added: 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.
13 unchanged sentences
Number Description
−Removed: 1 Form of Equity Distribution Agreement, dated February 5, 2020, among Highwoods Properties, Inc., Highwoods Realty Limited Partnership and each of the firms named therein (filed as part of the Company’s Current Report on Form 8-K dated February 5, 2020)
3.1 Amended and Restated Charter of the Company (filed as part of the Company’s Current Report on Form 8-K dated May 15, 2008)
4 unchanged sentences
4.3 Officers’ Certificate Establishing the Terms of the 3.875% Notes, dated February 23, 2017 (filed as part of the Company’s Current Report on Form 8-K dated February 23, 2017)
−Removed: 4.4 Form of 3.625% Notes due January 15, 2023 (filed as part of the Company’s Current Report on Form 8-K dated December 18, 2012)
−Removed: 4.5 Officers’ Certificate Establishing the Terms of the 3.625% Notes, dated as of December 18, 2012 (filed as part of the Company’s Current Report on Form 8-K dated December 18, 2012)
4.4 Form of 4.125% Notes due March 15, 2028 (filed as part of the Company’s Current Report on Form 8-K dated March 5, 2018)
13 unchanged sentences
10.4 * 2015 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 13, 2015)
−Removed: Number Description
10.5 Form of warrants to purchase Common Stock of the Company (filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997)
3 unchanged sentences
2020 Employee Stock Purchase Plan (filed as part of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)
+Added: 10.8 * Amendment No.
+Added: 1 , dated as of November 30, 2022, to the Highwoods Properties, Inc.
+Added: 2020 Employee Stock Purchase Plan
+Added: Number Description
10.9 * Executive Supplemental Employment Agreement, dated as of September 1, 2015 between the Company and Theodore J.
8 unchanged sentences
10.14 * 2021 Long-Term Equity Incentive Plan (filed as part of the Company’s Current Report on Form 8-K dated May 11, 2021)
+Added: 10.15 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 24, 2022, by and among the Company, the Operating Partnership, Bank of America, N.A., as Administrative Agent, and the Other Lenders named therein (filed as part of the Company’s Current Report on Form 8-K) dated May 24, 2022
21 Schedule of Subsidiaries
23.1 Consent of Deloitte & Touche LLP for the Company
−Removed: 23.2 Consent of Deloitte & Touche LLP for the Operating Partnership
31.1 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act for the Company
18 unchanged sentences
Consolidated Financial Statements:
−Removed: Consolidated Balance Sheets at December 31, 2021 and 2020
+Added: Consolidated Balance Sheets a s of December 31, 2022 and 2021
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020
5 unchanged sentences
Consolidated Financial Statements:
−Removed: Consolidated Balance Sheets at December 31, 2021 and 2020
+Added: Consolidated Balance Sheets a s of December 31, 2022 and 2021
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020
22 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Impairment of Real Estate Assets - Refer to Note 1 to the financial statements
+Added: Critical Audit Matter
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: Given the Company’s evaluation of possible indications of impairment of real estate assets requires management to make judgments, performing audit procedures to evaluate whether management appropriately identified events or changes in
−Removed: circumstances indicating that the carrying amounts of real estate assets may not be recoverable required a high degree of auditor judgment.
+Added: 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.
+Added: 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.
+Added: 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
3 unchanged sentences
– 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.
−Removed: – Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific circumstances and/or market conditions by reading questionnaires to regional property managers and using reputable market surveys.
+Added: – 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.
−Removed: Real Estate and Related Assets—Acquisitions—Refer to Note 1, 3 and 6 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: During 2021, the Company acquired a portfolio of real estate assets in Charlotte, Raleigh, and Atlanta for a net purchase price of $653.5 million and acquired its joint venture partner’s 75.0% interest in a portfolio of assets in Raleigh for a net purchase price of $131.3 million.
−Removed: The Company accounted for these transactions as asset acquisitions.
−Removed: The purchase prices paid for the assets acquired and liabilities assumed was allocated, based on relative fair values as determined by management, with the assistance of third-party specialists, to land, buildings, tenant improvements and intangible assets and liabilities such as above and below market leases and acquired in-place leases.
−Removed: Management assessed the relative fair value based on estimated cash flow projections that utilized discount and capitalization rates as well as available market information.
−Removed: Above and below market secured loans assumed in the transactions were assessed based on the present value of the difference between the property specific mortgage interest rate and the market interest rate over the years to maturity of the loan.
−Removed: Given the allocation of relative fair value to the assets acquired and liabilities assumed and the determination of the above and below market debt value required management to make significant estimates related to assumptions such as discount rates, capitalization rates, market rental rates, land values and market interest rates, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the relative fair value of assets acquired and liabilities assumed included the following, among others:
−Removed: • We tested the effectiveness of controls over the purchase price allocations, including management’s controls over the review of the third-party appraisals, the identification of real estate assets, intangible assets and liabilities and the valuation methodology for estimating the relative fair value of assets acquired and liabilities assumed.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates, capitalization rates, market rental rates, land values and market interest rates by developing a range of independent estimates and comparing our estimates to those used by management.
−Removed: • We tested the mathematical accuracy of the valuation models and the source information underlying the determination of the intangible assets and liabilities fair value.
+Added: • We evaluated the Company’s undiscounted cash flows prepared when an indicator of impairment has been identified by performing the following:
+Added: – 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.
+Added: • We evaluated the Company’s determination of fair value for those assets where impairment had been identified by performing the following:
+Added: – We evaluated the reasonableness of the valuation methodology as well as significant assumptions used in fair value model, including the growth rates.
+Added: 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
33 unchanged sentences
Preferred Stock, $ 0.01 par value, 50,000,000 authorized shares;
−Removed: 8.625% Series A Cumulative Redeemable Preferred Shares (liquidation preference $ 1,000 per share), 28,821 and 28,826 shares issued and outstanding, respectively
+Added: 8.625 % Series A Cumulative Redeemable Preferred Shares (liquidation preference $ 1,000 per share), 28,821 shares issued and outstanding
28,821 28,821
58 unchanged sentences
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Income/(Loss) Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
−Removed: Balance at December 31, 2018 103,557,065 $ 1,036 $ 28,877 $ 2,976,197 $ 9,913 $ 17,576 $ ( 769,303 ) $ 2,264,296
+Added: Balance as of December 31, 2019 103,756,046 $ 1,038 $ 28,859 $ 2,954,779 $ ( 471 ) $ 22,010 $ ( 831,808 ) $ 2,174,407
Issuances of Common Stock, net of issuance costs and tax withholdings 19,377 — — 2,196 — — — 2,196
6 unchanged sentences
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,138 ) — ( 1,138 )
−Removed: Contributions from noncontrolling interests in consolidated affiliates — — — — 4,987 — 4,987
Issuances of restricted stock 149,304 — — — — — — —
7 unchanged sentences
Total comprehensive income 356,923
−Removed: Balance at December 31, 2019 103,756,046 1,038 28,859 2,954,779 ( 471 ) 22,010 ( 831,808 ) 2,174,407
+Added: Balance as of December 31, 2020 103,921,546 1,039 28,826 2,993,946 ( 1,462 ) 22,046 ( 686,225 ) 2,358,170
Issuances of Common Stock, net of issuance costs and tax withholdings 459,477 8 — 21,656 — — — 21,664
17 unchanged sentences
Net income — — — — — 323,310 323,310
−Removed: Other comprehensive loss — — — ( 991 ) — — ( 991 )
+Added: Other comprehensive income — — — 489 — — 489
Total comprehensive income 323,799
−Removed: Balance at December 31, 2020 103,921,546 $ 1,039 $ 28,826 $ 2,993,946 $ (1,462) $ 22,046 $ (686,225) $ 2,358,170
+Added: Balance as of December 31, 2021 104,892,780 $ 1,049 $ 28,821 $ 3,027,861 $ (973) $ 22,416 $ (579,616) $ 2,499,558
HIGHWOODS PROPERTIES, INC.
2 unchanged sentences
Number of Common Shares Common Stock Series A Cumulative Redeemable Preferred Shares Additional Paid-In Capital Accumulated Other Compre-hensive Income/(Loss) Non-controlling Interests in Consolidated Affiliates Distributions in Excess of Net Income Available for Common Stockholders Total
−Removed: Balance at December 31, 2020 103,921,546 $ 1,039 $ 28,826 $ 2,993,946 $ ( 1,462 ) $ 22,046 $ ( 686,225 ) $ 2,358,170
+Added: Balance as of December 31, 2021 104,892,780 $ 1,049 $ 28,821 $ 3,027,861 $ ( 973 ) $ 22,416 $ ( 579,616 ) $ 2,499,558
Issuances of Common Stock, net of issuance costs and tax withholdings
12 unchanged sentences
181,807 — — — — — — —
−Removed: Redemptions/repurchases of Preferred Stock
−Removed: — ( 5 ) — — — — ( 5 )
Share-based compensation expense, net of forfeitures
6 unchanged sentences
Net income — — — — — 163,958 163,958
−Removed: Other comprehensive income — — — 489 — — 489
+Added: Other comprehensive loss — — — ( 238 ) — — ( 238 )
Total comprehensive income
−Removed: Balance at December 31, 2021 104,892,780 $ 1,049 $ 28,821 $ 3,027,861 $ ( 973 ) $ 22,416 $ ( 579,616 ) $ 2,499,558
+Added: Balance as of December 31, 2022 105,210,858 $ 1,052 $ 28,821 $ 3,081,330 $ ( 1,211 ) $ 22,235 $ ( 633,227 ) $ 2,499,000
See accompanying notes to consolidated financial statements.
12 unchanged sentences
Net credit losses on operating lease receivables 3,199 425 5,458
−Removed: Write-off of mortgages and notes receivable — — 4,087
Accrued interest on mortgages and notes receivable ( 88 ) ( 103 ) ( 118 )
7 unchanged sentences
Distributions of earnings from unconsolidated affiliates 614 1,417 1,533
−Removed: Settlement of cash flow hedges — — ( 11,749 )
Changes in operating assets and liabilities:
15 unchanged sentences
Investments in and advances to unconsolidated affiliates ( 261,772 ) ( 6,079 ) —
+Added: Payments of earnest money deposits ( 15,500 ) — —
Changes in other investing activities ( 1,389 ) ( 3,289 ) ( 10,853 )
9 unchanged sentences
Redemptions/repurchases of Preferred Stock — ( 5 ) ( 33 )
+Added: Redemptions of Common Units ( 3,763 ) — —
Dividends on Preferred Stock ( 2,486 ) ( 2,486 ) ( 2,488 )
9 unchanged sentences
Payments of debt extinguishment costs — — ( 3,193 )
−Removed: Changes in debt issuance costs and other financing activities ( 9,279 ) ( 10,309 ) ( 7,806 )
+Added: Payments for debt issuance costs and other financing activities ( 4,087 ) ( 9,279 ) ( 10,309 )
Net cash provided by/(used in) financing activities 187,927 ( 284,926 ) ( 294,340 )
25 unchanged sentences
Issuances of Common Units to acquire real estate assets — — 6,163
−Removed: Contingent consideration in connection with the acquisition of land — — 1,200
−Removed: Contributions from noncontrolling interests in consolidated affiliates — — 4,987
Initial recognition of lease liabilities related to right of use assets — 5,310 —
Future consideration in connection with the acquisition of land — 16,000 —
−Removed: (1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities at December 31, 2021, 2020 and 2019 were $ 56.1 million, $ 66.0 million and $ 67.9 million, respectively.
+Added: (1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities as of December 31, 2022, 2021 and 2020 were $ 53.2 million, $ 56.1 million and $ 66.0 million, respectively.
See accompanying notes to consolidated financial statements.
18 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Impairment of Real Estate Assets - Refer to Note 1 to the financial statements
+Added: Critical Audit Matter
+Added: 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.
+Added: 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.
+Added: Impairment of Real Estate Assets—Refer to Note 1 and Note 3 to the financial statements
Critical Audit Matter Description
The Operating Partnership 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.
+Added: When events or changes in circumstances indicate that the carrying value may not be recoverable, the Operating Partnership 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.
+Added: 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 Operating Partnership 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.
−Removed: Given the Operating Partnership’s evaluation of possible indications of impairment of real estate assets requires management to make judgments, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required a high degree of auditor judgment.
+Added: For those real estate assets where an indicator has been identified, the Operating Partnership 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.
+Added: For those real estate assets where impairment has been identified, the Operating Partnership applies a discount rate to those undiscounted cash flows to determine fair value.
+Added: 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
3 unchanged sentences
– 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.
−Removed: – Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific circumstances and/or market conditions by reading questionnaires to regional property managers and using reputable market surveys.
+Added: – 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.
−Removed: Real Estate and Related Assets — Acquisitions — Refer to Note 1, 3 and 6 to the financial statements
−Removed: Critical Audit Matter Description
−Removed: During 2021, the Operating Partnership acquired a portfolio of real estate assets in Charlotte, Raleigh, and Atlanta for a net purchase price of $653.5 million and acquired its joint venture partner’s 75.0% interest in a portfolio of assets in Raleigh for a net purchase price of $131.3 million.
−Removed: The Operating Partnership accounted for these transactions as asset acquisitions.
−Removed: The purchase prices paid for the assets acquired and liabilities assumed was allocated, based on relative fair values as determined by management, with the assistance of third-party specialists, to land, buildings, tenant improvements and intangible assets and liabilities such as above and below market leases and acquired in-place leases.
−Removed: Management assessed the relative fair value based on estimated cash flow projections that utilized discount and capitalization rates as well as available market information.
−Removed: Above and below market secured loans assumed in the transactions were assessed based on the present value of the difference between the property specific mortgage interest rate and the market interest rate over the years to maturity of the loan.
−Removed: Given the allocation of relative fair value to the assets acquired and liabilities assumed and the determination of the above and below market debt value required management to make significant estimates related to assumptions such as discount rates, capitalization rates, market rental rates, land values and market interest rates, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
−Removed: How the Critical Audit Matter Was Addressed in the Audit
−Removed: Our audit procedures related to the relative fair value of assets acquired and liabilities assumed included the following, among others:
−Removed: • We tested the effectiveness of controls over the purchase price allocations, including management’s controls over the review of the third-party appraisals, the identification of real estate assets, intangible assets and liabilities and the valuation methodology for estimating the relative fair value of assets acquired and liabilities assumed.
−Removed: • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, discount rates, capitalization rates, market rental rates, land values and market interest rates by developing a range of independent estimates and comparing our estimates to those used by management.
−Removed: • We tested the mathematical accuracy of the valuation models and the source information underlying the determination of the intangible assets and liabilities fair value.
+Added: • We evaluated the Operating Partnership’s undiscounted cash flows prepared when an indicator of impairment has been identified by performing the following:
+Added: – 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.
+Added: • We evaluated the Operating Partnership’s determination of fair value for those assets where impairment had been identified by performing the following:
+Added: – We evaluated the reasonableness of the valuation methodology as well as significant assumptions used in the fair value model, including the growth rates.
+Added: 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
33 unchanged sentences
65,977 111,689
−Removed: Series A Preferred Units (liquidation preference $ 1,000 per unit), 28,821 and 28,826 units issued and outstanding, respectively
+Added: Series A Preferred Units (liquidation preference $ 1,000 per unit), 28,821 units issued and outstanding
28,821 28,821
59 unchanged sentences
Capital Limited
−Removed: Balance at December 31, 2018 $ 22,078 $ 2,185,852 $ 9,913 $ 17,576 $ 2,235,419
+Added: Balance as of December 31, 2019 $ 21,240 $ 2,102,769 $ ( 471 ) $ 22,010 $ 2,145,548
Issuances of Common Units, net of issuance costs and tax withholdings
7 unchanged sentences
— — — ( 1,138 ) ( 1,138 )
−Removed: Contributions from noncontrolling interests in consolidated affiliates
−Removed: — — — 4,987 4,987
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
6 unchanged sentences
Total comprehensive income 356,923
−Removed: Balance at December 31, 2019 21,240 2,102,769 ( 471 ) 22,010 2,145,548
+Added: Balance as of December 31, 2020 23,087 2,285,673 ( 1,462 ) 22,046 2,329,344
Issuances of Common Units, net of issuance costs and tax withholdings
8 unchanged sentences
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
−Removed: 199 19,733 — — 19,932
Net (income) attributable to noncontrolling interests in consolidated affiliates
2 unchanged sentences
Net income 3,233 320,077 — — 323,310
−Removed: Other comprehensive loss — — ( 991 ) — ( 991 )
+Added: Other comprehensive income — — 489 — 489
Total comprehensive income 323,799
−Removed: Balance at December 31, 2020 23,087 2,285,673 ( 1,462 ) 22,046 2,329,344
+Added: Balance as of December 31, 2021 24,492 2,424,802 ( 973 ) 22,416 2,470,737
Issuances of Common Units, net of issuance costs and tax withholdings
52 5,115 — — 5,167
+Added: Redemptions of Common Units ( 38 ) ( 3,725 ) — — ( 3,763 )
Distributions on Common Units ($ 2.00 per unit)
6 unchanged sentences
Adjustment of Redeemable Common Units to fair value and contributions/distributions from/to the General Partner
+Added: 449 44,445 — — 44,894
Net (income) attributable to noncontrolling interests in consolidated affiliates
2 unchanged sentences
Net income 1,640 162,318 — — 163,958
−Removed: Other comprehensive income — — 489 — 489
+Added: Other comprehensive loss — — ( 238 ) — ( 238 )
Total comprehensive income 163,720
−Removed: Balance at December 31, 2021 $ 24,492 $ 2,424,802 $ ( 973 ) $ 22,416 $ 2,470,737
+Added: Balance as of December 31, 2022 $ 24,492 $ 2,424,663 $ ( 1,211 ) $ 22,235 $ 2,470,179
See accompanying notes to consolidated financial statements.
11 unchanged sentences
Net credit losses on operating lease receivables 3,199 425 5,458
−Removed: Write-off of mortgages and notes receivable — — 4,087
Accrued interest on mortgages and notes receivable ( 88 ) ( 103 ) ( 118 )
7 unchanged sentences
Distributions of earnings from unconsolidated affiliates 614 1,417 1,533
−Removed: Settlement of cash flow hedges — — ( 11,749 )
Changes in operating assets and liabilities:
15 unchanged sentences
Investments in and advances to unconsolidated affiliates ( 261,772 ) ( 6,079 ) —
+Added: Payments of earnest money deposits ( 15,500 ) — —
Changes in other investing activities ( 1,389 ) ( 3,289 ) ( 10,853 )
8 unchanged sentences
Redemptions/repurchases of Preferred Units — ( 5 ) ( 33 )
+Added: Redemptions of Common Units ( 3,763 ) — —
Distributions on Preferred Units ( 2,486 ) ( 2,486 ) ( 2,488 )
8 unchanged sentences
Payments of debt extinguishment costs — — ( 3,193 )
−Removed: Changes in debt issuance costs and other financing activities ( 10,081 ) ( 11,094 ) ( 8,583 )
+Added: Payments for debt issuance costs and other financing activities ( 4,905 ) ( 10,081 ) ( 11,094 )
Net cash provided by/(used in) financing activities 187,927 ( 284,926 ) ( 294,340 )
24 unchanged sentences
Issuances of Common Units to acquire real estate assets — — 6,163
−Removed: Contingent consideration in connection with the acquisition of land — — 1,200
−Removed: Contributions from noncontrolling interests in consolidated affiliates — — 4,987
Initial recognition of lease liabilities related to right of use assets — 5,310 —
Future consideration in connection with the acquisition of land — 16,000 —
−Removed: (1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities at December 31, 2021, 2020 and 2019 were $ 56.1 million, $ 66.0 million and $ 67.9 million, respectively.
+Added: (1) Accrued capital expenditures included in accounts payable, accrued expenses and other liabilities as of December 31, 2022, 2021 and 2020 were $ 53.2 million, $ 56.1 million and $ 66.0 million, respectively.
See accompanying notes to consolidated financial statements.
9 unchanged sentences
The Company conducts its activities through Highwoods Realty Limited Partnership (the “Operating Partnership”).
−Removed: At December 31, 2021, we owned or had an interest in 28.0 million rentable square feet of in-service properties, 0.6 million rentable square feet of office properties under development and development land with approximately 5.0 million rentable square feet of potential office build out.
+Added: As of December 31, 2022, we owned or had an interest in 28.8 million rentable square feet of in-service properties, 1.6 million rentable square feet of office properties under development and development land with approximately 5.1 million rentable square feet of potential office build out.
The Company is the sole general partner of the Operating Partnership.
−Removed: At December 31, 2021, the Company owned all of the Preferred Units and 104.5 million, or 97.7 %, of the Common Units in the Operating Partnership.
+Added: 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.
2 unchanged sentences
The Common Units owned by the Company are not redeemable.
−Removed: During 2021, the Company redeemed 333,920 Common Units for a like number of shares of Common Stock.
+Added: During 2022, the Company redeemed 30,909 Common Units for a like number of shares of Common Stock and 115,887 Common Units for cash.
+Added: These redemptions, in conjunction with the proceeds from issuances of Common Stock (see Note 10), increased the percentage of Common Units owned by the Company from 97.7 % as of December 31, 2021 to 97.8 % as of December 31, 2022.
Basis of Presentation
3 unchanged sentences
We consolidate joint venture investments, such as interests in partnerships and limited liability companies, when we control the major operating and financial policies of the investment through majority ownership, in our capacity as a general partner or managing member or through some other contractual right.
−Removed: At December 31, 2021, we had involvement with, and are the primary beneficiary in, an entity that we concluded to be a variable interest entity.
−Removed: As such, this entity is consolidated.
−Removed: Additionally, at December 31, 2021, we had involvement with, but are not the primary beneficiary in, an entity that we concluded to be a variable interest entity.
−Removed: As such, this entity is not consolidated.
−Removed: We also owned three properties through a joint venture investment at December 31, 2021 that were consolidated.
+Added: In addition, we consolidate those entities deemed to be variable interest entities in which we are determined to be the primary beneficiary.
+Added: During 2022, we acquired an office building using a special purpose entity owned by a qualified intermediary to facilitate one or more potential Section 1031 reverse exchanges under the Internal Revenue Code.
+Added: To realize the tax deferrals available under the Section 1031 exchanges, we must complete the Section 1031 exchanges and take title to the to-be-exchanged buildings within 180 days of the acquisition date.
+Added: We have determined that this entity is a variable interest entity of which we are the primary beneficiary;
+Added: therefore, we consolidate this entity.
+Added: As of December 31, 2022, we also have involvement with six additional entities we determined to be variable interest entities, one of which we are the primary beneficiary and is consolidated and five of which we are not the primary beneficiary and are not consolidated.
+Added: We also owned three properties through a joint venture investment as of December 31, 2022 that were consolidated.
(See Note 4).
6 unchanged sentences
We determine our liabilities for claims, including incurred but not reported losses, based on all relevant information, including actuarial estimates of claim liabilities.
−Removed: At December 31, 2021, a reserve of $ 0.6 million was recorded to cover estimated reported and unreported claims.
+Added: As of December 31, 2022, a reserve of $ 0.5 million was recorded to cover estimated reported and unreported claims.
Real Estate and Related Assets
25 unchanged sentences
Impairments of Real Estate Assets and Investments in Unconsolidated Affiliates
−Removed: With respect to assets classified as held for use, we perform an impairment analysis if our evaluation of events or changes in circumstances indicate that the carrying value may not be recoverable, such as a significant decline in occupancy, identification of materially adverse legal or environmental factors, change in our designation of an asset from core to non-core,
−Removed: which may impact the anticipated holding period, or a decline in market value to an amount less than cost.
+Added: With respect to assets classified as held for use, we perform an impairment analysis if our evaluation of events or changes in circumstances indicate that the carrying value may not be recoverable, such as a significant decline in occupancy, identification of materially adverse legal or environmental factors, change in our 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.
This analysis is generally performed at the property level, except when an asset is part of an interdependent group such as an office park, and consists of determining whether the asset’s carrying amount will be recovered from its undiscounted estimated future operating and residual cash flows.
15 unchanged sentences
We generally lease our office properties to lessees in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”).
−Removed: Office properties owned by us that are under lease are primarily located in Atlanta, Charlotte, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa and are leased to a wide variety of lessees across many industries.
+Added: Office properties owned by us that are under lease are primarily located in Atlanta, Charlotte, Dallas, Nashville, Orlando, Raleigh, Richmond and Tampa and are leased to a wide variety of lessees across many industries.
Our leases are operating leases and mostly range from three to 10 years.
2 unchanged sentences
As such, consideration for CAM is accounted for as part of the overall consideration in the lease.
−Removed: Payments from customers for property taxes and insurance are considered noncomponents of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer.
+Added: Payments from customers for property taxes and insurance are considered noncomponents of the lease and therefore no consideration is allocated to them
+Added: because they do not transfer a good or service to the customer.
Fixed contractual payments from our leases are recognized on a straight-line basis over the terms of the respective leases.
33 unchanged sentences
Redeemable Common Units and Preferred Units
−Removed: Limited partners holding Common Units other than the Company (“Redeemable Common Units”) have the right to put any and all of the Common Units to the Operating Partnership and the Company has the right to put any and all of the Preferred
−Removed: Units to the Operating Partnership in exchange for their liquidation preference plus accrued and unpaid distributions in the event of a corresponding redemption by the Company of the underlying Preferred Stock.
+Added: Limited partners holding Common Units other than the Company (“Redeemable Common Units”) have the right to put any and all of the Common Units to the Operating Partnership and the Company has the right to put any and all of the Preferred Units to the Operating Partnership in exchange for their liquidation preference plus accrued and unpaid distributions in the event of a corresponding redemption by the Company of the underlying Preferred Stock.
Consequently, these Redeemable Common Units and Preferred Units are classified outside of permanent partners’ capital in the Operating Partnership’s accompanying balance sheets.
11 unchanged sentences
Concentration of Credit Risk
−Removed: At December 31, 2021, properties that we wholly own were leased to 1,468 customers.
+Added: As of December 31, 2022, our consolidated properties were leased to approximately 1,500 customers.
The geographic locations that comprise greater than 10.0 % of our rental and other revenues are Atlanta, Nashville, Raleigh and Tampa.
10 unchanged sentences
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.
−Removed: We generally do not hold or issue these derivative contracts for trading or speculative purposes.
+Added: We generally do not hold or issue these derivative
+Added: contracts for trading or speculative purposes.
The interest rate on all of our variable rate debt is generally adjusted at one or three month intervals, subject to settlements under these interest rate hedge contracts.
1 unchanged sentence
Changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income/(loss) and are subsequently reclassified into interest expense as interest payments are made on our debt.
−Removed: We account for terminated derivative instruments by recognizing the related accumulated other comprehensive income/(loss) balance in current earnings, unless the hedged forecasted transaction continues as originally planned, in which case we continue to amortize the accumulated other comprehensive income/(loss) into earnings over the originally designated hedge period.
+Added: We account for terminated derivative instruments by recognizing the related accumulated other comprehensive income/(loss) balance in current earnings, unless the hedged forecasted transaction continues as originally planned, in which case we continue to amortize the accumulated other comprehensive income/(loss) into interest expense over the originally designated hedge period.
Earnings Per Share and Per Unit
13 unchanged sentences
however, we currently expect to avail ourselves of such optional expedients and exceptions should our modified contracts meet the required criteria.
−Removed: Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, lessors may provide rent deferrals and other lease concessions to lessees.
−Removed: In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.
−Removed: Under existing lease guidance, we would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).
−Removed: The Lease Modification Q&A allows us, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances.
−Removed: We have elected the practical expedient and will not apply lease modification accounting on a lease by lease basis where applicable.
−Removed: As a result, $ 0.7 million and $ 3.7 million of deferred rent is included in accounts receivable on our Consolidated Balance Sheets at December 31, 2021 and 2020, respectively.
−Removed: On January 1, 2019, we adopted Accounting Standards Codification Topic 842 “Leases” (“ASC 842”), which supersedes Accounting Standards Codification Topic 840 “Leases” (“ASC 840”).
−Removed: We adopted ASC 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated.
−Removed: There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption.
−Removed: ASC 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors.
−Removed: We operate as both a lessor and a lessee.
−Removed: As a lessor, we are required under ASC 842 to account for leases using an approach that is substantially equivalent to ASC 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases.
−Removed: In addition, ASC 842 requires lessors to capitalize and amortize only incremental direct leasing costs.
−Removed: As a lessee, we are required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase.
−Removed: This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.
−Removed: ASC 842 also requires lessees to record a right of use asset and a lease liability for all leases with a term of greater than a year regardless of their classification.
−Removed: We have also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.
−Removed: On adoption of the standard, we elected the package of practical expedients provided for in ASC 842, including:
−Removed: • No reassessment of whether any expired or existing contracts were or contained leases;
−Removed: • No reassessment of the lease classification for any expired or existing leases;
−Removed: • No reassessment of initial direct costs for any existing leases.
−Removed: The package of practical expedients was made as a single election and was consistently applied to all existing leases as of January 1, 2019.
−Removed: We also elected the practical expedient provided to lessors in a subsequent amendment to ASC 842 that removed the requirement to separate lease and nonlease components, provided certain conditions were met.
Information as Lessor
We recognized rental and other revenues related to operating lease payments of $ 816.3 million, $ 754.9 million and $ 726.0 million, of which variable lease payments were $ 69.8 million, $ 57.3 million and $ 56.0 million, during the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for leases in effect at December 31, 2021 for our consolidated properties:
+Added: The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for leases in effect as of December 31, 2022 for our consolidated properties:
2023 $ 706,882
10 unchanged sentences
however, these did not impact our calculation of the right of use asset and liability as they extend beyond the useful life of the properties subject to the operating ground leases.
−Removed: We recognized $ 2.6 million, $ 2.6 million and $ 2.5 million of ground lease expense during the years ended December 31, 2021, 2020 and 2019, respectively, and paid $ 2.3 million, $ 2.2 million and $ 2.2 million in cash during 2021, 2020 and 2019, respectively .
−Removed: The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments on operating ground leases at December 31, 2021 and a reconciliation of those cash flows to the operating lease liability at December 31, 2021:
+Added: We recognized $ 2.6 million of ground lease expense during each of the years ended December 31, 2022, 2021, and 2020, and we paid $ 2.4 million, $ 2.3 million and $ 2.2 million in cash during 2022, 2021 and 2020, respectively .
+Added: The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments on operating ground leases as of December 31, 2022 and a reconciliation of those cash flows to the operating lease liability as of December 31, 2022:
Thereafter 77,802
7 unchanged sentences
We determined this lease to be a finance lease.
−Removed: As such, we recognized a lease liability (in accounts payable, accrued expenses and other liabilities) and a corresponding right of use asset (in prepaid expenses and other assets ) of $ 5.3 million on our Consolidated Balance Sheet on the date of acquisition equal to the present value of the minimum lease payments required under the ground lease.
+Added: As such, we recognized a lease liability (in accounts payable, accrued expenses and other liabilities) and a corresponding right of use asset (in prepaid expenses and other assets ) of $ 5.3
+Added: million on our Consolidated Balance Sheet on the date of acquisition equal to the present value of the minimum lease payments required under the ground lease.
Through October 31, 2029, the expected date at which we estimate we will satisfy the obligation and acquire fee simple title to the land, we will recognize interest expense equal to the lease liability times our incremental borrowing rate, which reflects the fixed rate at which we could borrow a similar amount for the same term and with similar collateral.
3 unchanged sentences
Real Estate Assets
+Added: During 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.
+Added: 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.
+Added: During 2022, we also acquired land in Charlotte for an aggregate purchase price, including capitalized acquisition costs, of $ 27.0 million.
During 2021, we acquired a portfolio of real estate assets from PAC.
20 unchanged sentences
During 2021, we also acquired various development land parcels in Nashville for an aggregate purchase price, including capitalized acquisition costs, of $ 74.1 million.
−Removed: The $ 16.0 million purchase price for one of the acquired parcels is expected to be paid in or prior to second quarter 2023.
+Added: The $ 16.0 million purchase price for one of the acquired parcels is expected to be paid in or prior to second quarter 2023, and $ 15.5 million of this amount had been paid as of December 31, 2022 .
Duri ng 2021, we also acquired our joint venture partner’s 75.0 % interest in our Highwoods DLF Forum, LLC joint venture (the “Forum”), which owned five buildings in Raleigh encompassing 636,000 rentable square feet, for a purchase price of $ 131.3 million.
We previously accounted for our 25.0 % interest in this joint venture using the equity method of accounting.
−Removed: The assets and liabilities of the joint venture are now wholly owned and we have determined the acquisition constitutes an asset purchase.
+Added: The assets and liabilities of the joint venture are now wholly owned and we have determined the acquisition constitutes an asset
As such, because the Forum is not a variable interest entity, we allocated our previously held equity interest at historical cost along with the consideration paid and acquisition costs to the assets acquired and liabilities assumed.
1 unchanged sentence
During 2020, we acquired two development land parcels totaling less than one acre in Raleigh and Nashville for an aggregate purchase price of $ 8.5 million, including the issuance of 118,592 Common Units and capitalized acquisition costs.
−Removed: During 2019, we acquired a building in the central business district of Charlotte, which delivered in 2019 and encompasses 841,000 rentable square feet, for a net purchase price of $ 399.1 million.
−Removed: 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.
−Removed: During 2019, we also acquired four development land parcels totaling approximately 10 acres in Raleigh, Richmond and Pittsburgh for an aggregate purchase price, including capitalized acquisition costs, of $ 12.4 million.
−Removed: During 2021, we sold a total of 13 office buildings and various land parcels in Atlanta, Memphis, Raleigh, Richmond and Tampa for an aggregate sale price of $ 384.6 million (before closing credits to buyer of $ 6.9 million) and recorded aggregate gains on disposition of property of $ 172.8 million.
−Removed: During 2020, we sold a total of 52 buildings in Greensboro and Memphis and various land parcels for an aggregate sale price of $ 494.2 million (before closing credits to buyer of $ 5.7 million) and recorded aggregate gains on disposition of property of $ 215.5 million.
+Added: During 2022, we sold a total of five office buildings and various land parcels in Atlanta, Greensboro, Richmond and Tampa for an aggregate sales price of $ 133.5 million (before closing credits to buyers of $ 1.1 million) and recorded aggregate gains on disposition of property of $ 63.5 million.
+Added: During 2021, we sold a total of 13 office buildings and various land parcels in Atlanta, Memphis, Raleigh, Richmond and Tampa for an aggregate sales price of $ 384.6 million (before closing credits to buyers of $ 6.9 million) and recorded aggregate gains on disposition of property of $ 172.8 million.
+Added: During 2020, we sold a total of 52 buildings in Greensboro and Memphis and various land parcels for an aggregate sales price of $ 494.2 million (before closing credits to buyers of $ 5.7 million) and recorded aggregate gains on disposition of property of $ 215.5 million.
During 2020, we also recognized $ 0.4 million of gain related to the satisfaction of a performance obligation as part of a 2016 land sale.
−Removed: During 2019, we sold a total of six buildings and various land parcels for an aggregate sale price of $ 136.4 million and recorded aggregate gains on disposition of property of $ 39.5 million.
+Added: We recorded the following impairment charges in 2022:
+Added: • During the third quarter of 2022, we recorded an impairment charge of $ 1.5 million to lower the carrying amount of a land parcel to its estimated fair value less costs to sell;
+Added: • During the second quarter of 2022, we recorded an impairment charge of $ 35.0 million to lower the carrying amount of EQT Plaza (including accrued straight-line rents receivable and deferred leasing costs) to its estimated fair value less costs to sell.
+Added: EQT Plaza is a 616,000 square foot office building located in the heart of Pittsburgh’s CBD.
+Added: EQT Corporation’s lease of 317,000 square feet at EQT Plaza is scheduled to expire in September 2024.
During 2020, we recorded an impairment of real estate assets of $ 1.8 million, which resulted from a change in market-based inputs and our assumptions about the use of the assets.
−Removed: During 2019, we recorded aggregate impairments of real estate assets of $ 5.8 million as a result of shortened hold periods from classifying all of our assets in Greensboro and Memphis as non-core and changes in market-based inputs and our assumptions about the use of the assets.
Investments in and Advances to Affiliates
1 unchanged sentence
We have equity interests of up to 50.0 % in various joint ventures with unrelated third parties that are accounted for using the equity method of accounting because we have the ability to exercise significant influence over the operating and financial policies of the joint venture investment.
−Removed: The difference between the cost of these investments and the net book value of the underlying net assets was $ 0.6 million at both December 31, 2021 and 2020.
−Removed: The following table sets forth our ownership in unconsolidated affiliates at December 31, 2021:
+Added: The difference between the cost of these investments and the net book value of the underlying net assets was $ 2.7 million and $ 0.6 million as of December 31, 2022 and 2021, respectively.
+Added: The following table sets forth our ownership in unconsolidated affiliates as of December 31, 2022:
Joint Venture Location Ownership
−Removed: Plaza Colonnade, Tenant-in-Common Kansas City 50.0 %
+Added: Granite Park Six JV, LLC Dallas 50.0 %
+Added: GPI 23 Springs JV, LLC Dallas 50.0 %
+Added: M+O JV, LLC Dallas 50.0 %
+Added: Midtown East Tampa, LLC Tampa 50.0 %
Brand/HRLP 2827 Peachtree, LLC Atlanta 50.0 %
+Added: Plaza Colonnade, Tenant-in-Common Kansas City 50.0 %
Kessinger/Hunter & Company, LC Kansas City 26.5 %
+Added: - Granite Park Six JV, LLC/ GPI 23 Springs JV, LLC (“Granite Park Six joint venture”/“23Springs joint venture”)
+Added: During 2022, we entered the Dallas market through the formation of two joint ventures with Granite Properties (“Granite”) to develop Granite Park Six and 23Springs.
+Added: In connection with the formation, we agreed to contribute our 50.0 % share of the equity required to fund each development project.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The cap expires in July 2024.
+Added: As of December 31, 2022, $ 15.3 million was drawn on this loan.
+Added: 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.
+Added: 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.
+Added: The cap expires in April 2024.
+Added: As of December 31, 2022, no amounts were drawn on this loan.
+Added: - M+O JV, LLC (“McKinney & Olive joint venture”)
+Added: During 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The preferred equity contributed by us will be entitled to receive monthly distributions initially at a minimum rate of SOFR plus 350 basis points.
+Added: - Midtown East Tampa, LLC (“Midtown East joint venture”)
+Added: During 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.
+Added: Upon completion, the Midtown East joint venture will own 143,000 square feet of an overall
+Added: 432,000 square foot tower.
+Added: The rest of Midtown East will serve as the future headquarters of Tampa Electric and Peoples Gas.
+Added: The total anticipated investment for the Midtown East joint venture’s share of the overall project is $ 83.0 million.
+Added: 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.
+Added: 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.
+Added: The loan bears interest at SOFR plus 450 basis points.
+Added: As of December 31, 2022, no amounts were drawn on this loan.
- Brand/HRLP 2827 Peachtree LLC (“2827 Peachtree joint venture”)
−Removed: During the fourth quarter of 2021, we and Brand Properties, LLC (“Brand”) formed the 2827 Peachtree joint venture to construct 2827 Peachtree, a 135,000 square foot, multi-customer office building located in Atlanta’s Buckhead submarket.
−Removed: 2827 Peachtree has an anticipated total investment of $ 79.0 million.
+Added: During 2021, we formed a joint venture with Brand Properties, LLC (“Brand”) to construct 2827 Peachtree, a 135,000 square foot, multi-customer office building located in Atlanta’s Buckhead submarket.
+Added: The 2827 Peachtree joint venture has an anticipated total investment of $ 79.0 million.
Construction of 2827 Peachtree began in the first quarter of 2022 with a scheduled completion date in the third quarter of 2023.
−Removed: At closing, we agreed to contribute cash of $ 13.3 million ($ 6.1 million of which was funded as of December 31, 2021) in exchange for a 50.0 % interest in the 2827 Peachtree joint venture and Brand contributed land valued at $ 7.7 million and agreed to contribute cash of $ 5.6 million in exchange for the remaining 50.0 % interest.
+Added: At closing, we agreed to contribute cash of $ 13.3 million, which has been fully funded, in exchange for a 50.0 % interest in the 2827 Peachtree joint venture.
+Added: Brand contributed land valued at $ 7.7 million and cash of $ 5.6 million in exchange for the remaining 50.0 % interest.
We also committed to provide a $ 49.6 million interest-only secured construction loan to the 2827 Peachtree joint venture that is scheduled to mature in December 2024 with an option to extend for one year .
−Removed: The loan bears interest at LIBOR plus 300 basis points.
−Removed: As of December 31, 2021, no amounts under the loan have been funded.
−Removed: We determined that we have a variable interest in the 2827 Peachtree joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and Brand as an equity holder.
−Removed: The 2827 Peachtree joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investment provided by us and Brand is not sufficient to finance its planned investments and operations.
−Removed: However, since we are the not the managing member or lead developer, we concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore, do not qualify as the primary beneficiary.
−Removed: Accordingly, the entity was not consolidated.
−Removed: At December 31, 2021, our risk of loss with respect to this arrangement was limited to the carrying value of the investment balance of $ 6.1 million as no amounts were outstanding under the loan.
−Removed: The assets of the 2827 Peachtree joint venture can be used only to settle obligations of the joint venture and its creditors have no recourse to our wholly owned assets.
+Added: The loan bears interest at SOFR plus 300 basis points.
+Added: As of December 31, 2022, $ 4.0 million was drawn on this loan.
- Other Activities
2 unchanged sentences
During the years ended December 31, 2022, 2021 and 2020, we recognized $ 0.6 million, $ 1.6 million and $ 1.0 million, respectively, of development/construction, management and leasing fees from our unconsolidated joint ventures.
−Removed: At December 31, 2020, we had receivables of $ 0.2 million related to these fees in accounts receivable.
−Removed: Consolidated Variable Interest Entities
−Removed: In 2019, we and The Bromley Companies formed a joint venture (the “Midtown One joint venture”) to construct Midtown West, a 150,000 square foot, multi-customer office building located in the mixed-use Midtown Tampa project in Tampa’s Westshore submarket.
−Removed: Midtown West has an anticipated total investment of $ 71.3 million.
−Removed: Construction of Midtown West
−Removed: began in the third quarter of 2019 and the building was placed in service in the second quarter of 2021.
−Removed: At closing, we agreed to contribute cash of $ 20.0 million, which has been fully funded, in exchange for an 80.0 % interest in the Midtown One joint venture and The Bromley Companies contributed land valued at $ 5.0 million in exchange for the remaining 20.0 % interest.
−Removed: We also committed to provide a $ 46.3 million interest-only secured construction loan to the Midtown One joint venture that is scheduled to mature on the second anniversary of completion.
+Added: Consolidated Affiliates
+Added: - HRLP MTW, LLC (“Midtown West joint venture”)
+Added: In 2019, we and Bromley formed a joint venture to construct Midtown West, a 152,000 square foot, multi-customer office building located in the mixed-use Midtown Tampa project in Tampa’s Westshore submarket.
+Added: The Midtown West joint venture has an anticipated total investment of $ 71.3 million.
+Added: Construction of Midtown West began in the third quarter of 2019 and the building was placed in service in the second quarter of 2021.
+Added: At closing, we agreed to contribute cash of $ 20.0 million, which has been fully funded, in exchange for an 80.0 % interest in the Midtown West joint venture, and Bromley contributed land valued at $ 5.0 million in exchange for the remaining 20.0 % interest.
+Added: We also committed to provide a $ 46.3 million interest-only secured construction loan to the Midtown West joint venture that is scheduled to mature in June 2023.
The loan bears interest at LIBOR plus 250 basis points.
−Removed: As of December 31, 2021, $ 28.5 million under the loan has been funded.
−Removed: We determined that we have a variable interest in the Midtown One joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and an equity holder and The Bromley Companies as an equity holder.
−Removed: The Midtown One joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investment provided by us and The Bromley Companies is not sufficient to finance its planned investments and operations.
−Removed: We, as majority owner and managing member and through our control rights as set forth in the joint venture’s governance documents, were determined to be the primary beneficiary as we have both the power to direct the activities that most significantly affect the entity (primarily lease rates, property operations and capital expenditures) and significant economic exposure through our equity investment and loan commitment.
−Removed: As such, the Midtown One joint venture is consolidated and all intercompany transactions and accounts are eliminated.
−Removed: The following table sets forth the assets and liabilities of the Midtown One joint venture included on our Consolidated Balance Sheets:
−Removed: Net real estate assets $ 53,191 $ —
−Removed: Development in-process $ — $ 46,873
−Removed: Cash and cash equivalents $ 389 $ —
−Removed: Accrued straight-line rents receivable $ 121 $ —
−Removed: Deferred leasing costs, net $ 1,519 $ 196
−Removed: Prepaid expenses and other assets $ 163 $ 75
−Removed: Accounts payable, accrued expenses and other liabilities $ 646 $ 2,693
−Removed: The assets of the Midtown One joint venture can be used only to settle obligations of the joint venture and its creditors have no recourse to our wholly owned assets.
−Removed: Other Consolidated Affiliate
−Removed: We have a 50.0 % ownership interest in Highwoods-Markel Associates, LLC (“Markel”), a consolidated joint venture.
+Added: As of December 31, 2022, $ 39.2 million was drawn on this loan.
+Added: - Highwoods-Markel Associates, LLC (“Markel”)
+Added: We have a 50.0 % ownership interest in Markel, a consolidated joint venture.
We are the manager and leasing agent for Markel’s properties, which are located in Richmond in exchange for customary management and leasing fees.
1 unchanged sentence
As controlling member, we have an obligation to cause this property-owning entity to distribute proceeds of liquidation to the noncontrolling interest member in these partially owned properties only if the net proceeds received by the entity from the sale of any of Markel’s assets warrant a distribution as determined by the agreement governing the joint venture.
−Removed: We estimate the value of such noncontrolling interest distributions would have been $ 31.1 million had the entity been liquidated at December 31, 2021.
+Added: We estimate the value of such noncontrolling interest distributions would have been $ 34.4 million had the entity been liquidated as of December 31, 2022.
This estimated settlement value is based on the fair value of the underlying properties which is based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for customers, changes in market rental rates and costs to operate each property.
2 unchanged sentences
During 2021, Markel sold land in Richmond for a sale price of $ 3.0 million and recorded gain on disposition of property of $ 1.3 million.
+Added: Joint Venture Rights and Obligations
+Added: With respect to some of our joint ventures, we have a right to buy, and our joint venture partner has a right to sell to us, such joint venture partner’s interest under certain circumstances for fair market value (less estimated costs to sell) during various timeframes in the future.
+Added: For our Granite Park Six joint venture, such rights are exercisable during the two -year period commencing on the 10th anniversary of the completion date.
+Added: For each of our 23Springs and McKinney & Olive joint ventures, such rights are exercisable during the two -year period commencing on the 12th anniversary of the stabilization date of 23Springs.
+Added: For our 2827 Peachtree joint venture, such rights are exercisable during the two -year period commencing on the earlier of:
+Added: (1) the stabilization date;
+Added: (2) the seventh anniversary of the completion date;
+Added: and (3) maturity of the loan provided by us to the joint venture.
+Added: For our Midtown West joint venture, our right to buy our partner’s interest is exercisable during the two -year period commencing on the seventh anniversary of the completion date, and our partner’s right to sell its interest to us is exercisable during the period commencing on the stabilization date and ending on the ninth anniversary of the completion date.
+Added: In addition to the foregoing, with respect to our Granite Park Six, 23Springs and Midtown West 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.
+Added: Variable Interest Entities
+Added: The acquisition of SIX50 at Legacy Union in Charlotte was completed in 2022 using a special purpose entity owned by a qualified intermediary to facilitate one or more potential Section 1031 reverse exchanges under the Internal Revenue Code.
+Added: As of December 31, 2022, this variable interest entity had total assets, liabilities and cash flows of $ 199.9 million, $ 3.6 million, and $ 1.6 million, respectively.
+Added: We determined that we have a variable interest in both the Granite Park Six and 23Springs joint ventures primarily because the entities were designed to pass along interest rate risk, equity price risk and operation risk to us and Granite as equity holders.
+Added: The joint ventures were further determined to be variable interest entities as they require additional subordinated financial support in the form of loans because the initial equity investments provided by us and Granite are not sufficient to finance the planned investments and operations.
+Added: We concluded we do not have the power to direct matters that most significantly impact the activities of either entity and therefore do not qualify as the primary beneficiary.
+Added: Accordingly, the entities are not consolidated.
+Added: As of December 31, 2022, our risk of loss with respect to these arrangements was limited to the carrying value of each investment balance.
+Added: Our investment balances were $ 40.6 million and $ 44.9 million as of December 31, 2022 for the Granite Park Six and 23Springs joint ventures, respectively.
+Added: The assets of the Granite Park Six and 23Springs joint ventures can be used only to settle obligations of the respective joint venture, and their creditors have no recourse to our wholly owned assets.
+Added: We determined that we have a variable interest in the McKinney & Olive joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us and Granite as equity holders.
+Added: The McKinney & Olive joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments by us and Granite, including the additional preferred equity provided by us, are not sufficient to finance its planned investments and operations.
+Added: We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary.
+Added: Accordingly, the entity is not consolidated.
+Added: As of December 31, 2022, our risk of loss with respect to this arrangement was $ 166.3 million, which represents the carrying value of our investment balance and includes the $ 80.0 million of preferred equity we funded.
+Added: The assets of the McKinney & Olive joint venture can be used only to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
+Added: We determined that we have a variable interest in the Midtown East joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and Bromley as an equity holder.
+Added: The Midtown East joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Bromley are not sufficient to finance its planned investments and operations.
+Added: We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary.
+Added: Accordingly, the entity is not consolidated.
+Added: As of December 31, 2022, our risk of loss with respect to this arrangement was limited to the carrying value of the investment balance of $ 0.3 million as no amounts were outstanding under the loan.
+Added: The assets of the Midtown East joint venture can be used only to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
+Added: We determined that we have a variable interest in the 2827 Peachtree joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and equity holder and Brand as an equity holder.
+Added: The 2827 Peachtree joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Brand are not sufficient to finance its planned investments and operations.
+Added: We concluded we do not have the power to direct matters that most significantly impact the activities of the entity and therefore do not qualify as the primary beneficiary.
+Added: Accordingly, the entity is not consolidated.
+Added: As of December 31, 2022, our risk of loss with respect to this arrangement was $ 21.8 million, which consists of the $ 17.8 million carrying value of our investment balance plus the $ 4.0 million outstanding balance of the loan.
+Added: The assets of the 2827 Peachtree joint venture can be used only to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
+Added: We determined that we have a variable interest in the Midtown West joint venture primarily because the entity was designed to pass along interest rate risk, equity price risk and operation risk to us as both a debt and an equity holder and Bromley as an equity holder.
+Added: The Midtown West joint venture was further determined to be a variable interest entity as it requires additional subordinated financial support in the form of a loan because the initial equity investments provided by us and Bromley are not sufficient to finance its planned investments and operations.
+Added: We, as majority owner and managing member and through our control rights as set forth in the joint venture’s governance documents, were determined to be the primary beneficiary as we have both the power to direct the activities that most significantly affect the entity (primarily lease rates, property operations and capital expenditures) and significant economic exposure through our equity investment and loan commitment.
+Added: As such, the Midtown West joint venture is consolidated and all intercompany transactions and accounts are eliminated.
+Added: The following table sets forth the assets and liabilities of the Midtown West joint venture included on our Consolidated Balance Sheets:
+Added: Net real estate assets $ 59,854 $ 53,191
+Added: Cash and cash equivalents $ 1,009 $ 389
+Added: Accounts receivable $ 1,490 $ —
+Added: Accrued straight-line rents receivable $ 1,921 $ 121
+Added: Deferred leasing costs, net $ 2,677 $ 1,519
+Added: Prepaid expenses and other assets $ 153 $ 163
+Added: Accounts payable, accrued expenses and other liabilities $ 1,212 $ 646
+Added: The assets of the Midtown West joint venture can be used only to settle obligations of the joint venture, and its creditors have no recourse to our wholly owned assets.
Intangible Assets and Below Market Lease Liabilities
34 unchanged sentences
Weighted average remaining amortization periods as of December 31, 2022 (in years) 7.8 7.7 7.6 8.4
−Removed: The following table sets forth the intangible assets acquired and below market lease liabilities assumed as a result of the acquisition of real estate assets from PAC and our joint venture partner's 75.0 % interest in the Forum:
+Added: The following table sets forth the intangible assets acquired and below market lease liabilities assumed as a result of the acquisition of SIX50 at Legacy Union in Charlotte:
Acquisition-Related Intangible Assets (amortized in Rental and Other Revenues) Acquisition-Related Intangible Assets (amortized in Depreciation and Amortization) Acquisition-Related Below Market Lease Liabilities (amortized in Rental and Other Revenues)
8 unchanged sentences
3.61% (3.19% effective rate) mortgage loan due 2029 (3)
+Added: 84,666 84,973
3.40% (3.50% effective rate) mortgage loan due 2033 (4)
+Added: 69,473 69,422
4.60% (3.73% effective rate) mortgage loan due 2037 (5)
127,540 130,498
+Added: 483,988 491,942
Unsecured indebtedness:
10 unchanged sentences
398,735 398,579
−Removed: 2.600% (2.645% effective rate) notes due 2031 (12)
−Removed: 398,579 398,423
Variable rate term loan due 2026 (12)
200,000 200,000
+Added: Variable rate term loan due 2027 (12)
+Added: Variable rate term loan due 2024 (12)
Revolving credit facility due 2025 (13)
386,000 70,000
+Added: 2,729,620 2,312,180
Less-unamortized debt issuance costs ( 16,393 ) ( 15,207 )
Total mortgages and notes payable, net $ 3,197,215 $ 2,788,915
−Removed: (1) Our secured mortgage loans were collateralized by real estate assets with an undepreciated book value of $ 727.8 million at December 31, 2021.
+Added: (1) Our secured mortgage loans were collateralized by real estate assets with an undepreciated book value of $ 747.4 million as of December 31, 2022.
We paid down $ 6.4 million of secured loan balances through principal amortization during 2022.
−Removed: (2) Net of unamortized fair market value premium of $ 3.9 million as of December 31, 2021.
−Removed: (3) Net of unamortized fair market value premium of $ 2.3 million as of December 31, 2021.
−Removed: (4) Net of unamortized fair market value discount of $ 0.6 million as of December 31, 2021.
−Removed: (5) Net of unamortized fair market value premium of $ 10.0 million as of December 31, 2021.
+Added: (2) Net of unamortized fair market value premium of $ 3.3 million and $ 3.9 million as of December 31, 2022 and 2021, respectively.
+Added: (3) Net of unamortized fair market value premium of $ 2.0 million and $ 2.3 million as of December 31, 2022 and 2021, respectively.
+Added: (4) Net of unamortized fair market value discount of $ 0.5 million and $ 0.6 million as of December 31, 2022 and 2021, respectively.
+Added: (5) Net of unamortized fair market value premium of $ 9.3 million and $ 10.0 million as of December 31, 2022 and 2021, respectively.
(6) Net of unamortized original issuance discount of $ 0.3 million as of December 31, 2021.
5 unchanged sentences
(11) Net of unamortized original issuance discount of $ 1.3 million and $ 1.4 million as of December 31, 2022 and 2021, respectively.
−Removed: (12) Net of unamortized original issuance discount of $ 1.4 million and $ 1.6 million as of December 31, 2021 and 2020, respectively.
−Removed: (13) As more fully described in Note 7, we entered into floating-to-fixed interest rate swaps that effectively fix LIBOR for $50.0 million of this loan through January 2022.
−Removed: Accordingly, the equivalent fixed rate of this amount is 2.79 %.
−Removed: The interest rate on the remaining $150.0 million was 1.20 % at December 31, 2021.
−Removed: (14) The interest rate was 1.00 % at December 31, 2021.
−Removed: The following table sets forth scheduled future principal payments, including amortization, due on our mortgages and notes payable at December 31, 2021:
+Added: (12) The interest rate was 5.34 % as of December 31, 2022.
+Added: (13) The interest rate was 5.24 % as of December 31, 2022.
+Added: The following table sets forth scheduled future principal payments, including amortization, due on our mortgages and notes payable as of December 31, 2022:
Years Ending December 31, Amount
−Removed: 2022 $ 206,524
Thereafter 1,940,158
Less-unamortized debt issuance costs ( 16,393 )
−Removed: During 2021, we entered into a new $ 750.0 million unsecured revolving credit facility, which replaced our previously existing $ 600.0 million revolving credit facility and includes an accordion feature that allows for an additional $ 550.0 million of borrowing capacity subject to additional lender commitments.
−Removed: Our new revolving credit facility is scheduled to mature in March 2025.
+Added: 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.
−Removed: The current interest rate on the new facility at our existing credit ratings is LIBOR plus 90 basis points and the annual facility fee is 20 basis points.
+Added: 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.
+Added: 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.
−Removed: The financial and other covenants under the new facility are substantially similar to our previous credit facility.
−Removed: We incurred $ 4.8 million of debt issuance costs, which are being amortized along with certain existing unamortized debt issuance costs over the remaining term of our new revolving credit facility.
−Removed: We recorded $ 0.1 million of loss on debt extinguishment.
−Removed: There was $ 70.0 million outstanding under our new revolving credit facility at both December 31, 2021 and January 28, 2022.
−Removed: At both December 31, 2021 and January 28, 2022, we had $ 0.1 million of outstanding letters of credit, which reduces the availability on our revolving credit facility.
−Removed: As a result, the unused capacity of our revolving credit facility at both December 31, 2021 and January 28, 2022 was $ 679.9 million.
+Added: 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.
+Added: There was $ 386.0 million and $ 392.0 million outstanding under our new revolving credit facility as of December 31, 2022 and January 27, 2023, respectively.
+Added: 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.
+Added: 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.
+Added: During 2022, we obtained a $ 200.0 million, two -year unsecured bank term loan that is scheduled to mature in October 2024.
+Added: Assuming no defaults have occurred, we have an option to extend the maturity for one additional year.
+Added: 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.
+Added: The interest rate is based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services.
+Added: 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.
+Added: 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.
+Added: During 2022, we modified our $ 200.0 million unsecured bank term loan to extend the maturity date from November 2022 to May 2026.
+Added: 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.
+Added: 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.
+Added: The interest rate is based on the higher of the publicly announced ratings from Moody’s Investors Service or Standard & Poor’s Ratings Services.
+Added: 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.
+Added: 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 2021, in conjunction with the acquisition of real estate assets from PAC, we assumed four secured mortgage loans recorded at fair value of $ 403 million in the aggregate, with a weighted average effective interest rate of 3.54 % and a weighted average maturity of 10.7 years.
We incurred $ 3.5 million of debt issuance costs related to these assumptions, which will be amortized over the remaining terms of the loans.
−Removed: During the third quarter of 2021, we also obtained a $ 200.0 million, six -month unsecured bridge facility.
+Added: During 2021, we also obtained a $ 200.0 million, six -month unsecured bridge facility.
The bridge facility was originally scheduled to mature in January 2022.
−Removed: The bridge facility bore interest at LIBOR plus 85 basis points, had a commitment fee of 20 basis points and contained financial and other covenants that are similar to the covenants under our $750 million unsecured revolving credit facility.
+Added: The bridge facility bore interest at LIBOR plus 85 basis points, had a commitment fee of 20 basis points.
We incurred $ 1.0 million of debt issuance costs related to this bridge facility which were being amortized over the six -month term.
−Removed: As of December 31, 2021, this bridge facility was prepaid in full without penalty.
+Added: This bridge facility was prepaid in full without penalty prior to December 31, 2021.
We recorded $ 0.2 million of loss on debt extinguishment related to this prepayment.
8 unchanged sentences
(2) to prepay without penalty our $ 100.0 million unsecured bank term loan that was scheduled to mature in January 2022 and which bore interest at LIBOR plus 110 basis points;
−Removed: and (3) for general corporate
+Added: and (3) for general corporate purposes.
We recorded $ 3.7 million of aggregate losses on debt extinguishment related to the repurchase of the 3.20 % notes and the term loan prepayment.
−Removed: During 2019, the Operating Partnership issued $ 400.0 million aggregate principal amount of 3.050 % notes due February 2030, less original issuance discount of $ 1.0 million.
−Removed: These notes were priced to yield 3.079 %.
−Removed: Underwriting fees and other expenses were incurred that aggregated $ 3.4 million;
−Removed: these costs were deferred and will be amortized over the term of the notes.
−Removed: During 2019, the Operating Partnership issued $ 350.0 million aggregate principal amount of 4.20 % notes due April 2029, less original issuance discount of $ 1.0 million.
−Removed: These notes were priced to yield 4.234 %.
−Removed: Underwriting fees and other expenses were incurred that aggregated $ 3.1 million;
−Removed: these costs were deferred and will be amortized over the term of the notes.
−Removed: During 2019, we prepaid without penalty the remaining $ 225.0 million on our seven -year unsecured bank term loan, which was scheduled to mature in June 2020.
−Removed: The term loan bore interest at LIBOR plus 110 basis points.
−Removed: We recorded $ 0.4 million of loss on debt extinguishment related to this prepayment.
−Removed: During 2019, we prepaid without penalty $ 100.0 million on our $ 200.0 million unsecured bank term loan and recorded $ 0.3 million of loss on debt extinguishment related to this prepayment.
−Removed: During 2020, we prepaid without penalty the remaining $ 100.0 million upon issuance of the $ 400.0 million aggregate principal amount of 2.600 % notes due February 2031.
−Removed: The term loan was scheduled to mature in January 2022 and bore interest at LIBOR plus 110 basis points.
+Added: We previously entered into floating-to-fixed interest rate swaps through January 2022 with respect to an aggregate of $ 50.0 million LIBOR-based borrowings.
+Added: These swaps effectively fixed the underlying one -month LIBOR rate at a weighted average rate of 1.693 %.
+Added: During 2022, these interest rate swaps expired.
We are currently in compliance with financial covenants with respect to our consolidated debt.
2 unchanged sentences
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.
−Removed: The Operating Partnership has $ 249.7 million carrying amount of 2023 notes outstanding, $ 297.9 million carrying amount of 2027 notes outstanding, $ 347.4 million carrying amount of 2028 notes outstanding, $ 349.3 million carrying amount of 2029 notes outstanding, $ 399.2 million carrying amount of 2030 notes outstanding and $ 398.6 million carrying amount of 2031 notes outstanding.
+Added: The Operating Partnership has $ 298.3 million carrying amount of 2027 notes outstanding, $ 347.9 million carrying amount of 2028 notes outstanding, $ 349.4 million carrying amount of 2029 notes outstanding, $ 399.3 million carrying amount of 2030 notes outstanding and $ 398.7 million carrying amount of 2031 notes outstanding.
The indenture that governs these outstanding notes requires us to comply with customary operating covenants and various financial ratios.
1 unchanged sentence
We have considered our short-term liquidity needs within one year from February 7, 2023 (the date of issuance of the annual financial statements) and the adequacy of our estimated cash flows from operating activities and other available financing sources to meet these needs.
−Removed: In particular, we have considered our scheduled debt maturities during such one-year period, including the $ 200.0 million unsecured bank term loan that is scheduled to mature in November 2022 and the $ 250.0 million principal amount of unsecured notes that are scheduled to mature in January 2023.
+Added: In particular, we have considered our scheduled debt maturities during such one-year period.
We have concluded it is probable we will meet these short-term liquidity requirements through a combination of the following:
8 unchanged sentences
Capitalized Interest
−Removed: Total interest capitalized to development and significant building and tenant improvement projects was $ 9.6 million, $ 8.3 million and $ 5.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Derivative Financial Instruments
−Removed: During 2019, we entered into $ 150.0 million notional amount of forward-starting swaps that effectively locked the underlying 10 -year treasury rate at 1.87 % with respect to a planned issuance of debt securities by the Operating Partnership.
−Removed: Upon the subsequent issuance of the $ 400.0 million aggregate principal amount of 3.050 % notes due February 2030 during 2019, we terminated the forward-starting swaps and paid cash upon settlement.
−Removed: The unrealized loss of $ 6.6 million in accumulated other comprehensive income/(loss) will be reclassified to interest expense as interest payments are made on the debt.
−Removed: During 2018, we entered into an aggregate of $ 225.0 million notional amount of forward-starting swaps that effectively locked the underlying 10 -year treasury rate at a weighted average of 2.86 % with respect to a planned issuance of debt securities by the Operating Partnership.
−Removed: Upon issuance of the $ 350.0 million aggregate principal amount of 4.20 % notes due April 2029 during 2019, we terminated the forward-starting swaps and paid cash upon settlement.
−Removed: The unrealized loss of $ 5.1 million in accumulated other comprehensive income/(loss) will be reclassified to interest expense as interest payments are made on the debt.
−Removed: We previously entered into floating-to-fixed interest rate swaps through January 2022 with respect to an aggregate of $ 50.0 million LIBOR-based borrowings.
−Removed: These swaps effectively fix the underlying one -month LIBOR rate at a weighted average rate of 1.693 %.
−Removed: As of January 28, 2022, these interest rate swaps have expired.
−Removed: We also had floating-to-fixed interest rate swaps with respect to an aggregate of $ 225.0 million LIBOR-based borrowings.
−Removed: These swaps effectively fixed the underlying one -month LIBOR rate at a weighted average rate of 1.678 %.
−Removed: During 2019, these interest rate swaps expired.
−Removed: The counterparties under our swaps are major financial institutions.
−Removed: The swap agreements contain a provision whereby if we default on certain of our indebtedness and which default results in repayment of such indebtedness being, or becoming capable of being, accelerated by the lender, then we could also be declared in default on our swaps.
−Removed: Our interest rate swaps have been designated as and are being accounted for as cash flow hedges with changes in fair value recorded in other comprehensive income/(loss) each reporting period.
−Removed: We have no collateral requirements related to our interest rate swaps.
−Removed: Amounts reported in accumulated other comprehensive income/(loss) related to derivatives will be reclassified to interest expense as interest payments are made on our debt.
−Removed: During 2022, we estimate that $ 0.2 million will be reclassified as a net decrease to interest expense.
−Removed: The following table sets forth the fair value of our derivatives:
−Removed: Derivatives designated as cash flow hedges in accounts payable, accrued expenses and other liabilities:
−Removed: Interest rate swaps $ 60 $ 846
−Removed: The following table sets forth the effect of our cash flow hedges on accumulated other comprehensive income/(loss) and interest expense:
−Removed: Year Ended December 31,
−Removed: 2021 2020 2019
−Removed: Derivatives Designated as Cash Flow Hedges:
−Removed: Amount of unrealized losses recognized in accumulated other comprehensive income/(loss) on derivatives:
−Removed: Interest rate swaps $ ( 19 ) $ ( 1,238 ) $ ( 9,134 )
−Removed: Amount of (gains)/losses reclassified out of accumulated other comprehensive income/(loss) into interest expense:
−Removed: Interest rate swaps $ 508 $ 247 $ ( 1,250 )
+Added: Total interest capitalized to wholly-owned and joint venture development and significant building and tenant improvement projects was $ 4.0 million, $ 9.6 million and $ 8.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Commitments and Contingencies
Lease and Contractual Commitments
−Removed: We have $ 241.9 million of lease and contractual commitments at December 31, 2021.
−Removed: Lease and contractual commitments represent commitments under signed leases and contracts for operating properties (excluding tenant-funded tenant improvements) and contracts for development/redevelopment projects, of which $ 55.5 million was recorded on our Consolidated Balance Sheets at December 31, 2021.
+Added: We have $ 300.6 million of lease and contractual commitments as of December 31, 2022.
+Added: Lease and contractual commitments represent 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, of which $ 60.6 million was recorded on our Consolidated Balance Sheet as of December 31, 2022.
Contingent Consideration
−Removed: We had $ 0.8 million of contingent consideration related to a parcel of acquired development land at both December 31, 2021 and 2020.
+Added: We had $ 0.8 million of contingent consideration related to a parcel of acquired development land as of both December 31, 2022 and 2021.
The contingent consideration is payable in cash to a third party if and to the extent future development milestones as outlined in the purchase agreements are met.
8 unchanged sentences
Based on the current expected outcome of such matters, none of these proceedings, claims or assessments is expected to have a material effect on our business, financial condition, results of operations or cash flows.
−Removed: Since early March 2020, the COVID-19 pandemic had a significant impact on the U.S.
−Removed: We continue to follow the policies described in Note 1 , including those related to impairments of real estate assets and investments in unconsolidated affiliates, leases and estimates of credit losses on operating lease receivables.
−Removed: While the results of our current analyses did not result in any material adjustments to amounts as of and for the years ended December 31, 2021 and 2020, respectively, circumstances related to the COVID-19 pandemic may result in recording impairments, lease modifications and credit losses in future periods.
+Added: Joint Venture Buyout Rights and Obligations
+Added: With respect to certain joint ventures, we have a right to buy, and our joint venture partner has a right to sell, such joint venture interest to us under certain circumstances for fair market value (less estimated costs to sell) at various dates in the future.
+Added: In addition, with respect to certain of our 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.
Noncontrolling Interests
Noncontrolling Interests in Consolidated Affiliates
−Removed: At December 31, 2021, our noncontrolling interests in consolidated affiliates relate to our joint venture partners’ 50.0 % interest in office properties in Richmond and 20.0 % interest in the Midtown One joint venture.
+Added: As of December 31, 2022, our noncontrolling interests in consolidated affiliates relate to our joint venture partners’ 50.0 % interest in Markel and 20.0 % interest in the Midtown West joint venture.
Our joint venture partners are unrelated third parties.
7 unchanged sentences
Adjustment of noncontrolling interests in the Operating Partnership to fair value ( 39,502 ) 11,461
−Removed: Issuances of Common Units — 6,163
Conversions of Common Units to Common Stock ( 1,251 ) ( 15,076 )
+Added: Redemptions of Common Units ( 3,763 ) —
Net income attributable to noncontrolling interests in the Operating Partnership 3,670 8,321
6 unchanged sentences
Increase in additional paid in capital from conversions of Common Units to Common Stock 1,251 15,076 145
−Removed: 15,076 145 663
+Added: Redemptions of Common Units 3,763 — —
Issuances of Common Units — — ( 6,163 )
−Removed: — ( 6,163 ) —
Change from net income available for common stockholders and transfers from noncontrolling interests $ 161,586 $ 325,867 $ 338,896
19 unchanged sentences
Markets for Identical Assets or Liabilities Significant Observable Inputs
−Removed: Fair Value at December 31, 2021:
+Added: Fair Value as of December 31, 2022:
Mortgages and notes receivable, at fair value (1)
6 unchanged sentences
$ 2,832,973 $ — $ 2,832,973
−Removed: Interest rate swaps (in accounts payable, accrued expenses and other liabilities)
Non-qualified deferred compensation obligation (in accounts payable, accrued expenses and other liabilities)
1 unchanged sentence
Total Liabilities $ 2,835,537 $ 2,564 $ 2,832,973
−Removed: Fair Value at December 31, 2020:
+Added: Fair Value as of December 31, 2021:
Mortgages and notes receivable, at fair value (1)
10 unchanged sentences
Total Liabilities $ 2,910,418 $ 2,866 $ 2,907,552
−Removed: (1) Amounts are not recorded at fair value on our Consolidated Balance Sheets at December 31, 2021 and 2020.
−Removed: The Level 3 impaired real estate assets measured at a fair value of $ 2.1 million in the second quarter of 2020 included a non-core office building.
−Removed: The impairment resulted from a change in our assumptions about the use of the assets and was calculated using brokers’ opinions of value, letters of intent and comparable sales as observable inputs were not available.
+Added: (1) Amounts are not recorded at fair value on our Consolidated Balance Sheets as of December 31, 2022 and 2021.
+Added: At various points throughout 2022, there were Level 3 impaired real estate assets resulting from the shortened hold period assumptions for certain assets in Pittsburgh, which included the following:
+Added: • a land parcel measured at a fair value of $ 1.7 million in the third quarter of 2022.
+Added: This impairment resulted from the changes in our assumptions about the use of the asset as a result of our plan to exit the Pittsburgh market and was calculated using broker opinions of value, as observable inputs were not available;
+Added: • EQT Plaza, an in-service office building measured at a fair value of $ 57.4 million in the second quarter of 2022.
+Added: This impairment resulted from the shortened hold period assumptions for the asset as a result of our plan to exit the Pittsburgh market.
+Added: The estimated fair value was calculated using broker opinions of value, which incorporate an income approach, as observable inputs were not available.
+Added: Key assumptions used in the impairment calculation were estimated selling costs of 3.5 % (including seller’s share of anticipated transfer taxes), the high end of an estimated discount rate ranging from 13.2 % to 16.2 % and an estimated terminal capitalization rate of 8.0 %.
Common Stock Issuances
During 2020, we entered into separate equity distribution agreements in which the Company may offer and sell up to $ 300.0 million in aggregate gross sales price of shares of Common Stock.
−Removed: During 2021, the Company issued 456,273 shares of Common Stock under its equity distribution agreements at an average gross sales price of $ 46.23 per share and received net proceeds, after sales commissions, of $ 20.8 million.
−Removed: At December 31, 2021, the Company had 95.1 million remaining shares of Common Stock authorized to be issued under its charter.
+Added: During 2022 and 2021, respectively, the Company issued 130,011 and 456,273 shares of Common Stock under its equity distribution agreements at an average gross sales price of $ 46.50 and $ 46.23 per share and received net proceeds, after sales commissions, of $ 6.0 million and $ 20.8 million.
+Added: As of December 31, 2022, the Company had 94.8 million remaining shares of Common Stock authorized to be issued under its charter.
Common Stock Dividends
−Removed: Dividends of the Company declared per share of Common Stock aggregated $ 1.96 , $ 1.92 and $ 1.90 for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: Dividends of the Company declared per share of Common Stock were $ 2.00 , $ 1.96 and $ 1.92 for the years ended December 31, 2022, 2021 and 2020, respectively.
The following table sets forth the Company’s estimated taxability to the common stockholders of dividends per share for federal income tax purposes:
7 unchanged sentences
Preferred Stock
−Removed: The following table sets forth the Company’s outstanding Preferred Stock:
+Added: The following table sets forth the Company’s outstanding Preferred Stock as of both December 31, 2022 and 2021 :
Issue Date Number of Shares Outstanding Carrying Value Liquidation Preference Per Share Optional Redemption Date Annual Dividends Payable Per Share
(in thousands)
−Removed: December 31, 2021
8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,821 $ 1,000 2/12/2027 $ 86.25
−Removed: December 31, 2020
−Removed: 8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,826 $ 1,000 2/12/2027 $ 86.25
The following table sets forth the Company’s estimated taxability to the preferred stockholders of dividends per share for federal income tax purposes:
6 unchanged sentences
The Company’s tax returns have not been examined by the IRS and, therefore, the taxability of dividends is subject to change.
−Removed: At both December 31, 2021 and 2020, we had 15,000 warrants outstanding with an exercise price of $ 32.50 per share.
+Added: As of both December 31, 2022 and 2021, we had 15,000 warrants outstanding with an exercise price of $ 32.50 per share.
Upon exercise of a warrant, the Company will contribute the exercise price to the Operating Partnership in exchange for Common Units.
2 unchanged sentences
Common Unit Distributions
−Removed: Distributions of the Operating Partnership declared per Common Unit aggregated $ 1.96 , $ 1.92 and $ 1.90 for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: Distributions of the Operating Partnership declared per Common Unit were $ 2.00 , $ 1.96 and $ 1.92 for the years ended December 31, 2022, 2021 and 2020, respectively.
Redeemable Common Units
3 unchanged sentences
Preferred Units
−Removed: The following table sets forth the Operating Partnership’s outstanding Preferred Units:
+Added: The following table sets forth the Operating Partnership’s outstanding Preferred Units as of both December 31, 2022 and 2021:
Issue Date Number of
4 unchanged sentences
(in thousands)
−Removed: December 31, 2021
8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,821 $ 1,000 2/12/2027 $ 86.25
−Removed: December 31, 2020
−Removed: 8.625% Series A Cumulative Redeemable 2/12/1997 29 $ 28,826 $ 1,000 2/12/2027 $ 86.25
Employee Benefit Plans
22 unchanged sentences
3,344,360 3,526,167
−Removed: Of the possible future issuance under the Company’s long-term equity incentive plans at December 31, 2021, no more than an additional 1.0 million shares can be in the form of restricted stock.
−Removed: During the years ended December 31, 2021, 2020 and 2019, we recognized $ 8.6 million, $ 6.2 million and $ 7.2 million, respectively, of share-based compensation expense.
+Added: Of the possible future issuance under the Company’s long-term equity incentive plans as of December 31, 2022, no more than an additional 0.8 million shares can be in the form of restricted stock.
+Added: During the years ended December 31, 2022, 2021 and 2020, we recognized share-based compensation expense of $ 7.6 million, $ 8.6 million and $ 6.2 million, respectively.
Because REITs generally do not pay income taxes, we do not realize tax benefits on share-based payments.
−Removed: At December 31, 2021, there was $ 3.4 million of total unrecognized share-based compensation costs, which will be recognized over a weighted average remaining contractual term of 1.9 years.
+Added: As of December 31, 2022, there was $ 3.6 million of total unrecognized share-based compensation costs, which will be recognized over a weighted average remaining contractual term of 1.9 years.
- Stock Options
5 unchanged sentences
Number of Options Weighted Average Exercise Price
−Removed: Stock options outstanding at December 31, 2018 596,518 $ 45.67
−Removed: Exercised ( 9,026 ) 39.53
−Removed: Forfeited ( 2,590 ) 48.79
−Removed: Stock options outstanding at December 31, 2019 584,902 45.75
+Added: Stock options outstanding as of December 31, 2019 584,902 $ 45.75
Exercised ( 42,163 ) 41.10
Forfeited ( 5,366 ) 50.82
−Removed: Stock options outstanding at December 31, 2020 537,373 46.07
+Added: Stock options outstanding as of December 31, 2020 537,373 46.07
Exercised ( 25,306 ) 43.76
−Removed: Stock options outstanding at December 31, 2021 (1)
+Added: Stock options outstanding as of December 31, 2021 (1)
512,067 46.18
−Removed: (1) The Company had 512,067 options exercisable at December 31, 2021 with a weighted average exercise price of $ 46.18 , weighted average remaining life of 4.0 years and intrinsic value of $ 0.6 million.
−Removed: Of these exercisable options, 279,549 had exercise prices higher than the market price of our Common Stock at December 31, 2021.
−Removed: Cash received or receivable from options exercised was $ 1.1 million, $ 1.9 million and $ 0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 0.1 million, $ 0.4 million and $ 0.1 million, respectively.
−Removed: The total intrinsic value of options outstanding at December 31, 2021, 2020 and 2019 was $ 0.6 million, $ 0.1 million and $ 2.4 million, respectively.
+Added: (1) There were no options granted, canceled, exercised or forfeited during the year ended December 31, 2022.
+Added: The Company had 512,067 options exercisable as of both December 31, 2022 and 2021, with a weighted average exercise price of $ 46.18 at each date.
+Added: As of December 31, 2022, these options had a weighted average remaining life of 3.0 years, and all had exercise prices higher than the market price of our common stock.
+Added: As of December 31, 2021, these options had a weighted average remaining life of 4.0 years, an intrinsic value of $ 0.6 million, and there were 279,549 shares that had exercise prices higher than the market price of our common stock.
+Added: No options were exercised during the year ended December 31, 2022 .
+Added: Cash received or receivable from options exercised was $ 1.1 million and $ 1.9 million for the years ended December 31, 2021 and 2020, respectively.
+Added: The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 0.1 million and $ 0.4 million, respectively.
+Added: The total intrinsic value of options outstanding as of December 31, 2021 and 2020 was $ 0.6 million and $ 0.1 million, respectively.
The Company generally does not permit the net cash settlement of exercised stock options, but does permit net share settlement so long as the shares received are held for at least a year.
6 unchanged sentences
Number of Shares Weighted Average Grant Date Fair Value
−Removed: Restricted shares outstanding at December 31, 2018 191,239 $ 45.62
+Added: Restricted shares outstanding as of December 31, 2019 218,151 $ 45.73
Awarded and issued (1)
( 88,326 ) 45.86
−Removed: ( 73,036 ) 45.79
Forfeited ( 3,751 ) 45.78
−Removed: Restricted shares outstanding at December 31, 2019 218,151 45.73
+Added: Restricted shares outstanding as of December 31, 2020 209,190 45.34
Awarded and issued (1)
103,120 39.99
+Added: ( 89,264 ) 45.90
Forfeited ( 3,327 ) 43.13
−Removed: Restricted shares outstanding at December 31, 2020 209,190 45.34
+Added: Restricted shares outstanding as of December 31, 2021 219,719 42.63
Awarded and issued (1)
( 101,082 ) 42.80
−Removed: ( 89,264 ) 45.90
Forfeited ( 779 ) 42.37
−Removed: Restricted shares outstanding at December 31, 2021 219,719 $ 42.63
+Added: Restricted shares outstanding as of December 31, 2022 217,833 $ 42.63
(1) The weighted average fair value at grant date of time-based restricted stock issued during the years ended December 31, 2022, 2021 and 2020 was $ 4.4 million, $ 4.1 million and $ 3.7 million, respectively.
4 unchanged sentences
The amount subject to vesting ranges from zero to 150 %.
−Removed: For total return-based restricted stock issued prior to 2020, notwithstanding the Company’s absolute total return, if the Company’s total return exceeds 100 % of the average peer group total return index, at least 75 % of total return-based restricted stock issued will vest at the end of the applicable period.
−Removed: This amount was increased from 75% to 100 % for total return-based restricted stock issued in 2021 and 2020.
+Added: For total return-based restricted stock issued prior to 2022, notwithstanding the Company’s absolute total return, if the Company’s total return exceeds 100 % of the average peer group total return index, 100 % of total return-based restricted stock issued will vest at the end of the applicable period.
+Added: For total return-based restricted stock issued during 2022, notwithstanding the Company’s absolute total return, if the Company’s total return is in the 50th percentile or greater as compared to all of the companies included in the FTSE NAREIT Equity Office Index, 100 % of total return-based restricted stock issued will vest at the end of the applicable period.
The weighted average grant date fair value of such shares of total return-based restricted stock issued in 2022, 2021 and 2020 was determined to be $ 41.94 , $ 36.41 and $ 38.31 , respectively, and is amortized over the respective three-year period or the service period, if shorter, for employees who are or will become eligible under the Company’s retirement plan.
12 unchanged sentences
Number of Shares Weighted Average Grant Date Fair Value
−Removed: Restricted shares outstanding at December 31, 2018 180,094 $ 43.34
+Added: Restricted shares outstanding as of December 31, 2019 208,848 $ 42.22
Awarded and issued (1)
−Removed: ( 45,901 ) 43.68
Forfeited (3)
( 49,852 ) 51.93
−Removed: Restricted shares outstanding at December 31, 2019 208,848 42.22
+Added: Restricted shares outstanding as of December 31, 2020 225,184 39.53
Awarded and issued (1)
+Added: ( 55,452 ) 43.01
Forfeited (3)
( 21,904 ) 42.33
−Removed: Restricted shares outstanding at December 31, 2020 225,184 39.53
+Added: Restricted shares outstanding as of December 31, 2021 229,292 38.00
Awarded and issued (1)
2 unchanged sentences
( 20,995 ) 45.90
−Removed: Restricted shares outstanding at December 31, 2021 229,292 $ 38.00
+Added: Restricted shares outstanding as of December 31, 2022 227,144 $ 38.93
(1) The fair value at grant date of total return-based restricted stock issued during the years ended December 31, 2022, 2021 and 2020 was $ 3.4 million, $ 2.9 million and $ 2.5 million, respectively, at target.
(2) The vesting date fair value of total return-based restricted stock that vested during the years ended December 31, 2022 and 2021 was $ 2.7 million and $ 2.2 million, respectively, based on the performance of the specific plans.
−Removed: Vested shares include those shares surrendered by employees to satisfy tax withholding obligations in connection with such vesting.
+Added: Vested shares include those shares
+Added: surrendered by employees to satisfy tax withholding obligations in connection with such vesting.
There were no vested shares of total return-based restricted stock during the year ended December 31, 2020.
13 unchanged sentences
Prior to 2010, officers could elect to defer all or a portion of their cash compensation, which was then invested in unrelated mutual funds under a non-qualified deferred compensation plan.
−Removed: These investments are recorded at fair value, which aggregated $ 2.9 million and $ 2.6 million at December 31, 2021 and 2020, respectively, and are included in prepaid expenses and other assets, with an offsetting deferred compensation liability recorded in accounts payable, accrued expenses and other liabilities.
+Added: These investments are recorded at fair value, which aggregated $ 2.6 million and $ 2.9 million as of December 31, 2022 and 2021, respectively, and are included in prepaid expenses and other assets, with an offsetting deferred compensation liability recorded in accounts payable, accrued expenses and other liabilities.
Deferred amounts ultimately payable to the participants are based on the value of the related mutual fund investments.
6 unchanged sentences
Mark-to-market adjustment to deferred compensation (in general and administrative expenses)
+Added: ( 302 ) 293 228
Total deferred compensation liability $ 2,564 $ 2,866 $ 2,573
6 unchanged sentences
The Company satisfies its ESPP obligations by issuing additional shares of Common Stock.
−Removed: Accumulated Other Comprehensive Income/(Loss)
−Removed: The following table sets forth the components of accumulated other comprehensive income/(loss):
−Removed: Cash flow hedges:
−Removed: Beginning balance $ ( 1,462 ) $ ( 471 )
−Removed: Unrealized losses on cash flow hedges ( 19 ) ( 1,238 )
−Removed: Amortization of cash flow hedges (1)
−Removed: Total accumulated other comprehensive loss $ ( 973 ) $ ( 1,462 )
−Removed: (1) Amounts reclassified out of accumulated other comprehensive income/(loss) into interest expense.
Real Estate and Other Assets Held For Sale
−Removed: The following table sets forth the assets held for sale at December 31, 2021 and 2020, which are considered non-core:
−Removed: Land $ — $ 2,612
−Removed: Buildings and tenant improvements — 12,238
+Added: The following table sets forth the assets held for sale as of December 31, 2022 and 2021, which are considered non-core:
Land held for development $ — $ 3,482
−Removed: Less-accumulated depreciation — ( 3,577 )
Net real estate assets — 3,482
−Removed: Deferred leasing costs, net — 87
Prepaid expenses and other assets — 36
50 unchanged sentences
Continued qualification as a REIT depends on the Company’s ability to satisfy the dividend distribution tests, stock ownership requirements and various other qualification tests.
−Removed: The tax basis of the Company’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.2 billion and $ 3.2 billion, respectively, at December 31, 2021 and $ 4.7 billion and $ 2.8 billion, respectively, at December 31, 2020.
−Removed: The tax basis of the Operating Partnership’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.0 billion and $ 3.2 billion, respectively, at December 31, 2021 and $ 4.6 billion and $ 2.8 billion, respectively, at December 31, 2020.
+Added: The tax basis of the Company’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.6 billion and $ 3.5 billion, respectively, as of December 31, 2022 and $ 5.2 billion and $ 3.2 billion, respectively, as of December 31, 2021.
+Added: The tax basis of the Operating Partnership’s assets (net of accumulated tax depreciation and amortization) and liabilities was approximately $ 5.4 billion and $ 3.5 billion, respectively, as of December 31, 2022 and $ 5.0 billion and $ 3.2 billion, respectively, as of December 31, 2021.
During the years ended December 31, 2022, 2021 and 2020, the Company qualified as a REIT and incurred no federal income tax expense;
accordingly, the only federal income taxes included in the accompanying Consolidated Financial Statements relate to activities of the Company’s taxable REIT subsidiary.
−Removed: The following table sets forth the Company’s income tax expense:
−Removed: Year Ended December 31,
−Removed: 2021 2020 2019
−Removed: Current tax expense:
−Removed: Federal $ 40 $ 110 $ 202
−Removed: State 79 240 148
−Removed: Deferred tax expense/(benefit):
−Removed: Federal ( 39 ) ( 9 ) 14
−Removed: State 58 ( 4 ) ( 120 )
−Removed: 19 ( 13 ) ( 106 )
−Removed: Total income tax expense $ 138 $ 337 $ 244
−Removed: The Company’s net deferred tax liability was $ 0.1 million at both December 31, 2021 and 2020.
+Added: The Company’s net deferred tax liability was $ 0.1 million as of December 31, 2021.
+Added: There was no net deferred tax liability as of December 31, 2022.
The net deferred tax liability is comprised primarily of tax versus book differences related to property (depreciation, amortization and basis differences).
3 unchanged sentences
Segment Information
−Removed: Our principal business is the operation, acquisition and development of rental real estate properties.
+Added: Our principal business is the operation, acquisition and development of rental office properties.
We evaluate our business by geographic location.
3 unchanged sentences
All operations are within the United States.
−Removed: The following tables summarize the rental and other revenues and net operating income, the primary industry property-level performance metric used by our chief operating decision maker and which is defined as rental and other revenues less rental property and other expenses, for each of our reportable segments.
−Removed: Our segment information as of and for the year ended December 31, 2019 has been retrospectively revised from previously reported amounts to reflect a change in our reportable segments as a result of recent dispositions.
+Added: The following tables summarize the rental and other revenues, net operating income (the primary industry property-level performance metric used by our chief operating decision maker and which is defined as rental and other revenues less rental property and other expenses) and total assets for our office properties.
+Added: Our segment information as of and for the years ended December 31, 2021 and 2020, respectively, has been retrospectively revised from previously reported amounts to reflect a change in our reportable segments as a result of our plan to exit the Pittsburgh market.
Year Ended December 31,
5 unchanged sentences
Orlando 54,802 51,281 49,459
−Removed: Pittsburgh 57,371 58,518 60,755
Raleigh 182,990 162,115 128,189
9 unchanged sentences
Orlando 32,331 31,301 29,546
−Removed: Pittsburgh 34,248 35,631 36,249
Raleigh 134,904 121,005 95,926
18 unchanged sentences
Orlando 287,950 285,781
−Removed: Pittsburgh 310,296 313,783
Raleigh 1,288,878 1,269,200
5 unchanged sentences
Subsequent Events
+Added: We have a 50.0 % ownership interest in Markel, a joint venture that was consolidated as of December 31, 2022 (see Note 4).
+Added: 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.
+Added: 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.
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.
54 unchanged sentences
Century Plaza II Office 1,380 7,733 — 4,666 1,380 12,399 13,779 6,079 1984 5-40 yrs.
−Removed: Riverpoint - Land Industrial 7,250 — ( 4,649 ) 718 2,601 718 3,319 203 N/A 5-40 yrs.
Riverwood 100 Office 5,785 64,913 ( 29 ) 28,871 5,756 93,784 99,540 30,150 1989 5-40 yrs.
−Removed: Tradeport - Land Industrial 5,243 — ( 4,733 ) — 510 — 510 — N/A N/A
+Added: Tradeport - Land Office 5,243 — ( 4,733 ) — 510 — 510 — N/A N/A
Two Alliance Center Office 9,579 125,549 — 22 9,579 125,571 135,150 36,973 2009 5-40 yrs.
11 unchanged sentences
Capitol Towers Office 127,540 9,202 102,179 — 107 9,202 102,286 111,488 4,511 2015 5-40 yrs.
+Added: Office — — 26,702 — 26,702 — 26,702 — N/A 5-40 yrs.
HIGHWOODS PROPERTIES, INC.
10 unchanged sentences
Depreciation Date of
+Added: SIX50 at Legacy Union Office — — 16,504 166,305 16,504 166,305 182,809 2,104 2020 5-40 yrs.
Nashville, TN
8 unchanged sentences
Cool Springs IV Office 1,715 — — 20,532 1,715 20,532 22,247 7,492 2008 5-40 yrs.
−Removed: Cool Springs V (Healthways) Office 3,688 — 295 53,116 3,983 53,116 57,099 24,867 2007 5-40 yrs.
−Removed: Harpeth On The Green II Office 1,419 5,677 — 4,164 1,419 9,841 11,260 4,870 1984 5-40 yrs.
−Removed: Harpeth On The Green III Office 1,660 6,649 — 3,621 1,660 10,270 11,930 5,195 1987 5-40 yrs.
−Removed: Harpeth On The Green IV Office 1,713 6,842 — 3,553 1,713 10,395 12,108 5,439 1989 5-40 yrs.
−Removed: Harpeth On The Green V Office 662 — 197 6,187 859 6,187 7,046 3,007 1998 5-40 yrs.
+Added: Cool Springs V Office 3,688 — 295 53,285 3,983 53,285 57,268 26,690 2007 5-40 yrs.
+Added: Harpeth Two Office 1,419 5,677 — 9,034 1,419 14,711 16,130 4,975 1984 5-40 yrs.
+Added: Harpeth Three Office 1,660 6,649 — 7,876 1,660 14,525 16,185 5,788 1987 5-40 yrs.
+Added: Harpeth Four Office 1,713 6,842 — 8,710 1,713 15,552 17,265 6,076 1989 5-40 yrs.
+Added: Harpeth Five Office 662 — 197 8,579 859 8,579 9,438 3,459 1998 5-40 yrs.
Hickory Trace Office 1,164 — 164 6,413 1,328 6,413 7,741 3,101 2001 5-40 yrs.
7 unchanged sentences
The Pinnacle at Symphony Place Office 89,204 — 141,469 — 5,923 — 147,392 147,392 45,993 2010 5-40 yrs.
−Removed: Seven Springs East (LifePoint) Office 2,525 37,587 — 281 2,525 37,868 40,393 9,716 2013 5-40 yrs.
+Added: Seven Springs East Office 2,525 37,587 — 507 2,525 38,094 40,619 10,926 2013 5-40 yrs.
The Shops at Seven Springs Office 803 8,223 — 613 803 8,836 9,639 3,257 2013 5-40 yrs.
4 unchanged sentences
MARS Campus Office 7,010 87,474 — 136 7,010 87,610 94,620 12,072 2019 5-40 yrs.
−Removed: 5501 Virginia Way Office 4,534 25,632 — 274 4,534 25,906 30,440 2,760 2018 5-40 yrs.
+Added: Virginia Springs I Office 4,534 25,632 — 308 4,534 25,940 30,474 3,745 2018 5-40 yrs.
1100 Broadway - Land Office 29,845 — ( 200 ) — 29,645 — 29,645 — N/A N/A
Asurion Office 33,219 230,569 — 2,253 33,219 232,822 266,041 9,601 2021 5-40 yrs.
−Removed: Ovation - Land Office 31,063 — 58,168 — 89,231 — 89,231 — N/A N/A
HIGHWOODS PROPERTIES, INC.
10 unchanged sentences
Depreciation Date of
+Added: Ovation - Land Office 89,231 — 162 — 89,393 — 89,393 — N/A N/A
Broadway Stem - Land Office 6,218 — — 526 6,218 526 6,744 18 N/A 5-40 yrs.
1 unchanged sentence
Capital Plaza Three - Land Office 2,994 — 18 — 3,012 — 3,012 — N/A N/A
−Removed: The 1800 Eller Drive Building Office — 9,851 — 3,092 — 12,943 12,943 8,809 1983 5-40 yrs.
+Added: 1800 Eller Drive Office — 9,851 — 2,565 — 12,416 12,416 8,430 1983 5-40 yrs.
Seaside Plaza Office 3,893 29,541 — 14,028 3,893 43,569 47,462 12,534 1982 5-40 yrs.
3 unchanged sentences
Landmark Center One Office 6,207 22,655 — 11,953 6,207 34,608 40,815 10,272 1983 5-40 yrs.
−Removed: 300 South Orange Office 3,490 56,079 — 7,980 3,490 64,059 67,549 12,732 2000 5-40 yrs.
+Added: Bank of America Plaza Office 3,490 56,079 — 9,601 3,490 65,680 69,170 14,390 2000 5-40 yrs.
Eola Centre Office 5,785 11,160 — 15,510 5,785 26,670 32,455 5,463 1969 5-40 yrs.
10 unchanged sentences
3737 Glenwood Avenue Office — — 318 17,738 318 17,738 18,056 9,607 1999 5-40 yrs.
−Removed: 4800 North Park Office 2,678 17,630 — 7,396 2,678 25,026 27,704 14,800 1985 5-40 yrs.
−Removed: 5000 North Park Office 1,010 4,612 ( 49 ) 3,231 961 7,843 8,804 4,394 1980 5-40 yrs.
+Added: 4800 Falls of Neuse Office 2,678 17,630 — 7,685 2,678 25,315 27,993 16,048 1985 5-40 yrs.
+Added: 5000 Falls of Neuse Office 1,010 4,612 ( 49 ) 3,792 961 8,404 9,365 4,717 1980 5-40 yrs.
801 Raleigh Corporate Center Office 828 — 272 11,975 1,100 11,975 13,075 5,710 2002 5-40 yrs.
6 unchanged sentences
1000 CentreGreen Office 1,280 — 55 13,992 1,335 13,992 15,327 4,990 2008 5-40 yrs.
−Removed: GlenLake - Land Office 13,003 — ( 12,382 ) 114 621 114 735 59 N/A 5-40 yrs.
HIGHWOODS PROPERTIES, INC.
10 unchanged sentences
Depreciation Date of
+Added: GlenLake - Land Office 13,003 — ( 12,382 ) 114 621 114 735 62 N/A 5-40 yrs.
GlenLake One Office 924 — 1,324 24,166 2,248 24,166 26,414 11,700 2002 5-40 yrs.
1 unchanged sentence
GlenLake Six Office 941 — ( 365 ) 20,453 576 20,453 21,029 7,374 2008 5-40 yrs.
−Removed: 701 Raleigh Corporate Center Office 1,304 — 540 18,440 1,844 18,440 20,284 9,149 1996 5-40 yrs.
−Removed: Highwoods Centre Office 531 — ( 267 ) 8,028 264 8,028 8,292 4,555 1998 5-40 yrs.
+Added: 701 Corporate Center Office 1,304 — 540 18,946 1,844 18,946 20,790 9,389 1996 5-40 yrs.
+Added: 7001 Weston Parkway Office 531 — ( 267 ) 8,062 264 8,062 8,326 4,788 1998 5-40 yrs.
Inveresk Parcel 2 - Land Office 657 — 38 103 695 103 798 19 N/A 5-40 yrs.
26 unchanged sentences
GlenLake Seven Office 1,662 37,332 — — 1,662 37,332 38,994 2,886 2020 5-40 yrs.
−Removed: Hargett - Land Office 9,248 — — — 9,248 — 9,248 — N/A N/A
−Removed: Forum I Office — — 1,278 27,809 1,278 27,809 29,087 1,197 1985 5-40 yrs.
HIGHWOODS PROPERTIES, INC.
10 unchanged sentences
Depreciation Date of
−Removed: Forum II Office — — 1,327 18,088 1,327 18,088 19,415 758 1988 5-40 yrs.
−Removed: Forum III Office — — 994 23,931 994 23,931 24,925 1,001 1995 5-40 yrs.
−Removed: Forum IV Office — — 2,118 43,889 2,118 43,889 46,007 1,590 2000 5-40 yrs.
−Removed: Forum V Office — — 1,552 26,263 1,552 26,263 27,815 1,190 2007 5-40 yrs.
+Added: Hargett - Land Office 9,248 — ( 212 ) — 9,036 — 9,036 — N/A N/A
+Added: Forum 1 Office 1,278 27,809 — 1,535 1,278 29,344 30,622 2,335 1985 5-40 yrs.
+Added: Forum 2 Office 1,327 18,088 — 326 1,327 18,414 19,741 1,636 1988 5-40 yrs.
+Added: Forum 3 Office 994 23,931 — 1,394 994 25,325 26,319 2,199 1995 5-40 yrs.
+Added: Forum 4 Office 2,118 43,889 — 271 2,118 44,160 46,278 3,273 2000 5-40 yrs.
+Added: Forum 5 Office 1,552 26,263 — 1,146 1,552 27,409 28,961 2,489 2007 5-40 yrs.
Captrust Tower Office 84,666 9,670 124,530 — 2,432 9,670 126,962 136,632 5,466 2010 5-40 yrs.
3 unchanged sentences
Colonnade Building Office 1,364 6,105 — 3,139 1,364 9,244 10,608 4,237 2003 5-40 yrs.
−Removed: Dominion Place - Pitts Parcel - Land Office 1,101 — ( 465 ) — 636 — 636 — N/A N/A
Markel 4521 Office 1,581 13,299 168 ( 378 ) 1,749 12,921 14,670 7,029 1999 5-40 yrs.
5 unchanged sentences
Innslake Center Office 845 — 125 7,725 970 7,725 8,695 3,927 2001 5-40 yrs.
−Removed: Highwoods Centre Office 1,205 4,825 — 2,795 1,205 7,620 8,825 3,789 1990 5-40 yrs.
+Added: 4101 Cox Road Office 1,205 4,825 — 2,711 1,205 7,536 8,741 4,045 1990 5-40 yrs.
Markel 4501 Office 1,300 13,259 213 ( 3,435 ) 1,513 9,824 11,337 4,497 1998 5-40 yrs.
3 unchanged sentences
North Shore Commons II Office 2,067 — ( 89 ) 11,742 1,978 11,742 13,720 4,526 2007 5-40 yrs.
−Removed: North Shore Commons C - Land Office 1,497 — 55 10 1,552 10 1,562 1 N/A N/A
−Removed: North Shore Commons D - Land Office 1,261 — — — 1,261 — 1,261 — N/A N/A
+Added: North End - Land Office 1,497 — 55 10 1,552 10 1,562 2 N/A 5-40 yrs.
One Shockoe Plaza Office — — 356 22,319 356 22,319 22,675 12,122 1996 5-40 yrs.
19 unchanged sentences
Depreciation Date of
−Removed: Virginia Mutual Office 1,301 6,036 15 2,598 1,316 8,634 9,950 3,865 1996 5-40 yrs.
+Added: 4480 Cox Road Office 1,301 6,036 15 3,448 1,316 9,484 10,800 4,281 1996 5-40 yrs.
Innsbrook Centre Office 914 8,249 — 999 914 9,248 10,162 4,470 1987 5-40 yrs.
−Removed: Elks Pass Lane - Land Office 3,326 — 141 — 3,467 — 3,467 — N/A N/A
Meridian Three Office 2,673 16,470 — 6,677 2,673 23,147 25,820 8,912 1989 5-40 yrs.
Bayshore Place Office 2,276 11,817 — 3,915 2,276 15,732 18,008 8,265 1990 5-40 yrs.
−Removed: 5525 Gray Street Office 4,054 — 406 25,163 4,460 25,163 29,623 9,273 2005 5-40 yrs.
Highwoods Bay Center I Office 3,565 — ( 64 ) 38,113 3,501 38,113 41,614 15,460 2007 5-40 yrs.
15 unchanged sentences
Meridian Two Office 1,302 19,588 — 5,843 1,302 25,431 26,733 7,947 1986 5-40 yrs.
−Removed: 5332 Avion Park Drive Office — — 6,310 39,620 6,310 39,620 45,930 5,378 2016 5-40 yrs.
+Added: Avion Office — — 6,310 43,562 6,310 43,562 49,872 6,874 2016 5-40 yrs.
Truist Place Office 1,980 102,138 — 28,429 1,980 130,567 132,547 29,249 1992 5-40 yrs.
Truist Place - Land Office 2,225 — — — 2,225 — 2,225 — N/A N/A
−Removed: Midtown Office — — 16,543 34,818 16,543 34,818 51,361 533 2021 5-40 yrs.
+Added: Midtown West Office 16,543 34,818 — 7,312 16,543 42,130 58,673 1,826 2021 5-40 yrs.
$ 781,999 $ 4,175,016 $ ( 2,061 ) $ 1,734,738 $ 779,938 $ 5,909,754 $ 6,689,692 $ 1,609,502
17 unchanged sentences
Hartzell Director February 7, 2023
−Removed: /s/ Sherry A.
−Removed: Kellett Director February 8, 2022
Lloyd Director February 7, 2023
21 unchanged sentences
Hartzell Director of the General Partner February 7, 2023
−Removed: /s/ Sherry A.
−Removed: Kellett Director of the General Partner February 8, 2022
Lloyd Director of the General Partner February 7, 2023
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.