0000025232-95-000018.txt : 19950815
0000025232-95-000018.hdr.sgml : 19950815
ACCESSION NUMBER: 0000025232-95-000018
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 19950630
FILED AS OF DATE: 19950814
SROS: NYSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: COUSINS PROPERTIES INC
CENTRAL INDEX KEY: 0000025232
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 580869052
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-03576
FILM NUMBER: 95563362
BUSINESS ADDRESS:
STREET 1: 2500 WINDY RIDGE PKWY STE 1600
CITY: MARIETTA
STATE: GA
ZIP: 30067
BUSINESS PHONE: 4049552200
MAIL ADDRESS:
STREET 1: 2500 WINDY RIDGE PARKWAY
STREET 2: SUITE 1600
CITY: ATLANTA
STATE: GA
ZIP: 30339-5683
10-Q
1
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1995 Commission file number 0-3576
COUSINS PROPERTIES INCORPORATED
A GEORGIA CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 58-0869052
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339-5683
TELEPHONE: 770-955-2200
Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months, and has
been subject to such filing requirements for the past 90 days.
At July 31, 1995, 27,982,535 shares of common stock of the Registrant were
outstanding.
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts)
DECEMBER 31, JUNE 30,
1994 1995
------------ --------
(Unaudited)
ASSETS
------
PROPERTIES:
Operating properties $104,576 $105,351
Land held for investment or future development 27,353 31,763
Projects under construction 8,711 45,246
Residential lots under development 8,602 13,520
Less: accumulated depreciation (12,112) (13,938)
-------- --------
Total properties 137,130 181,942
-------- --------
CASH AND CASH EQUIVALENTS, at cost which
approximates market 3,407 133
NOTES AND OTHER RECEIVABLES 52,571 52,462
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES 130,838 136,768
OTHER ASSETS 6,871 5,292
-------- --------
TOTAL ASSETS $330,817 $376,597
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
NOTES PAYABLE $ 41,799 $ 83,047
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 11,144 14,707
MINORITY INTERESTS IN CONSOLIDATED ENTITIES 3,631 3,754
DEPOSITS AND DEFERRED INCOME 1,345 2,351
-------- --------
TOTAL LIABILITIES 57,919 103,859
-------- --------
STOCKHOLDERS' INVESTMENT
Common stock, $1 par value, authorized
50,000,000 shares; issued 27,863,741 shares
at December 31, 1994 and 27,982,535 shares
at June 30, 1995 27,864 27,983
Additional paid-in capital 147,495 149,284
Cumulative undistributed net income 97,539 95,471
-------- --------
TOTAL STOCKHOLDERS' INVESTMENT 272,898 272,738
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $330,817 $376,597
======== ========
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1994 AND 1995
(UNAUDITED)
($ in thousands, except per share amounts)
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1994 1995 1994 1995
------ ------ ------- -------
REVENUES:
Rental property revenues $2,907 $4,589 $ 5,450 $ 9,023
Development and construction fees 209 206 416 501
Management fees 509 560 1,017 1,101
Leasing and other fees 483 608 997 1,322
Residential lot and outparcel sales 570 1,288 570 2,126
Interest and other 2,073 1,158 3,808 2,336
------ ------ ------- -------
6,751 8,409 12,258 16,409
------ ------ ------- -------
INCOME FROM UNCONSOLIDATED JOINT VENTURES 2,774 3,495 6,015 6,869
------ ------ ------- -------
COSTS AND EXPENSES:
Rental property operating expenses 754 1,033 1,495 2,108
General and administrative expenses 1,986 2,036 4,099 4,018
Depreciation and amortization 892 1,024 1,705 2,120
Leasing and other commissions 45 5 58 5
Stock appreciation right expense (credit) (303) 383 (196) 185
Residential lot and outparcel cost of sales 485 1,143 485 1,943
Interest expense 324 91 338 254
Property taxes on undeveloped land 158 227 306 454
Other 268 463 318 636
------ ------ ------- -------
4,609 6,405 8,608 11,723
------ ------ ------- -------
INCOME FROM OPERATIONS BEFORE INCOME TAXES
AND GAIN ON SALE OF INVESTMENT PROPERTIES 4,916 5,499 9,665 11,555
PROVISION FOR INCOME TAXES FROM
OPERATIONS 102 58 53 241
INCOME BEFORE GAIN ON SALE OF
INVESTMENT PROPERTIES 4,814 5,441 9,612 11,314
GAIN ON SALE OF INVESTMENT PROPERTIES,
NET OF APPLICABLE INCOME TAX PROVISION 3,242 - 3,242 -
------ ------ ------- -------
NET INCOME $8,056 $5,441 $12,854 $11,314
====== ====== ======= =======
INCOME PER SHARE:
From operations before gain on sale
of investment properties $ .17 $ .20 $ .34 $ .41
From gain on sale of investment properties,
net of applicable income tax provision .12 - .12 -
------ ------ ------- -------
NET INCOME PER SHARE $ .29 $ .20 $ .46 $ .41
====== ====== ======= =======
CASH DIVIDENDS DECLARED PER SHARE $ .22 $ .24 $ .44 $ .48
====== ====== ======= =======
The accompanying notes are an integral part of these consolidated statements.
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1995
(UNAUDITED)
($ in thousands)
1994 1995
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from operations before gain on
sale of investment properties $ 9,612 $11,314
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization, net of minority
interests' share 1,689 2,046
Stock appreciation right expense (credit) (196) 185
Cash charges to expense accrual for stock
appreciation rights (40) (29)
Rental revenue recognized on straight-line basis in
excess of rental revenue specified in lease agreements (115) (62)
Deferred income received 452 1,088
Deferred income recognized (297) (196)
Income from unconsolidated joint ventures (6,015) (6,869)
Operating distributions from unconsolidated
joint ventures 8,809 7,789
Residential lot and outparcel cost of sales 485 1,846
Changes in other operating assets and liabilities:
Change in other receivables (978) 699
Change in accounts payable and accrued liabilities 335 (886)
------- -------
Net cash provided by operating activities 13,741 16,925
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisition and development expenditures (17,150) (45,021)
Investment in unconsolidated joint ventures (11,799) (8,074)
Change in other assets, net (759) 1,279
Non-operating distributions from unconsolidated
joint ventures 586 1,226
Collection of notes receivable 44,835 649
Principal payments received on government agency
securities 491 47
Investment in notes receivable (28,043) -
Gain on sale of investment properties, net of
applicable income tax provision 3,242 -
Investment properties cost of sales 1,669 -
------- -------
Net cash used in investing activities (6,928) (49,894)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit 21,235 45,108
Repayment of lines of credit (30,801) (3,739)
Dividends paid (12,252) (13,382)
Common stock issued under dividend reinvestment plan - 1,657
Common stock issued under employee/director plans 77 172
Repayment of other notes payable (16,950) (121)
Proceeds from other notes payable 841 -
------- -------
Net cash (used in) provided by financing activities (37,850) 29,695
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (31,037) (3,274)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 31,684 3,407
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 647 $ 133
======= =======
The accompanying notes are an integral part of these consolidated statements.
PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
1. BASIS OF PRESENTATION
------------------------
The Consolidated Financial Statements include the accounts of Cousins
Properties Incorporated ("Cousins") and its majority owned partnerships, as well
as Cousins Real Estate Corporation ("CREC") and its subsidiaries. All of the
entities included in the Consolidated Financial Statements are hereinafter
referred to collectively as the "Company."
Cousins has elected to be taxed as a real estate investment trust ("REIT"),
and intends to distribute 100% of its federal taxable income to stockholders,
thereby eliminating any liability for future corporate federal income taxes.
Therefore, the results included herein do not include a federal income tax
provision for Cousins. However, CREC and its subsidiaries are taxed separately
from Cousins as a regular corporation. Accordingly, the Consolidated Statements
of Income include a provision for CREC's income taxes.
The Consolidated Financial Statements were prepared by the Company without
audit, but in the opinion of management reflect all adjustments necessary for
the fair presentation of the Company's financial position as of June 30, 1995,
and results of operations for the six month periods ended June 30, 1994 and
1995. Results of operations for the interim 1995 period are not necessarily
indicative of results expected for the full year. While certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, the Company believes that the disclosures herein are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the Consolidated Financial
Statements and the notes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1994. The accounting policies employed are
the same as those shown in Note 1 to the Consolidated Financial Statements
included in Form 10-K.
2. SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS
-------------------------------------------------
Interest (net of $559,000 and $1,906,000 capitalized in 1994 and 1995,
respectively) and income taxes paid were as follows for the six months ended
June 30, 1994 and 1995 ($ in thousands):
1994 1995
----- -----
Interest paid $ 160 $ 281
Income taxes paid $ 21 $ 276
3. COSTS CAPITALIZED AND FEES ELIMINATED IN CONSOLIDATION
---------------------------------------------------------
Development, construction, and leasing fees received by CREC and its
subsidiaries from Cousins and Cousins' majority owned joint ventures are
eliminated in consolidation. Costs related to planning, development, leasing
and construction of properties (including related general and administrative
expenses) are capitalized. The table below shows the fees eliminated, the
internal costs capitalized related to these fees, and the additional internal
costs capitalized by CREC to its own residential developments for the six months
ended June 30, 1994 and 1995 ($ in thousands):
1994 1995
------ ------
Fees eliminated in consolidation $1,652 $2,264
Internal costs capitalized to projects
on which fees were eliminated 587 1,263
Internal costs capitalized to CREC
residential developments 109 111
December 31, 1994 June 30, 1995
---------------------------------- -----------------------------------
Share of Share of
Consolidated Unconsolidated Consolidated Unconsolidated
Entities Joint Ventures Total Entities Joint Ventures Total
------------ -------------- ----- ------------ -------------- -----
Fixed Rate Mortgages
(non-recourse) $ 1,168 $72,650 $ 73,818 $ 1,047 $72,218 $ 73,265
Floating Rate Lines
of Credit 40,631 6,905 47,536 82,000 8,218 90,218
------- ------- -------- ------- ------- --------
$41,799 $79,555 $121,354 $83,047 $80,436 $163,483
======= ======= ======== ======= ======= ========
In July 1995, the Company completed the long term non-recourse financing of
its North Point Market and Perimeter Expo retail power centers. The North Point
Market financing is for $30 million, with an interest rate of 8.5% and a
maturity of 10 years. The Perimeter Expo financing is for $21.5 million, with
an interest rate of 8.04% and a maturity of 10 years. Proceeds of the
financings were used to reduce borrowing under the Company's line of credit.
During the second quarter of 1995, interest related to approximately $75
million of floating rate debt was capitalized to projects under construction.
For the three and six months ended June 30, 1995, interest expense was
recorded as follows ($ in thousands):
Three Months Ended Six Months Ended
June 30, 1995 June 30, 1995
---------------------------------- ----------------------------------
Share of Share of
Consolidated Unconsolidated Consolidated Unconsolidated
Entities Joint Ventures Total Entities Joint Ventures Total
------------ -------------- ------ ------------ -------------- ------
Interest Expensed $ 91 $1,724 $1,815 $ 254 $3,455 $3,709
Interest Capitalized 1,182 - 1,182 1,906 - 1,906
------ ------ ------ ------ ------ ------
$1,273 $1,724 $2,997 $2,160 $3,455 $5,615
====== ====== ====== ====== ====== ======
PART I. FINANCIAL INFORMATION
------------------------------
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three and Six Months Ended June 30, 1994 and 1995.
RESULTS OF OPERATIONS:
---------------------
RENTAL PROPERTY REVENUES AND OPERATING EXPENSES. Rental property revenues
were approximately $1,682,000 and $3,573,000 higher in the three and six month
1995 periods, respectively. The increase was primarily due to rental property
revenues from two retail power centers, North Point Market-Phase I ($761,000 and
$1,735,000, in the three and six month 1995 periods, respectively) and
Presidential Market-Phase I ($431,000 and $814,000, in the three and six month
1995 periods, respectively) which became operational in May 1994 and December
1994, respectively. Perimeter Expo, which was still in the lease-up phase
during the first quarter of 1994, also contributed to the increase ($149,000 and
$386,000, in the three and six month 1995 periods, respectively). In addition,
$110,000 and $200,000 of the increase in the three and six month periods,
respectively, was due to revenue from additional parcels of the Georgia Highway
400 land being ground leased to free standing users. Rental property revenues
were also favorably impacted from the lease-up of the First Union Tower ($71,000
and $162,000, in the three and six month 1995 periods, respectively).
Rental property operating expenses increased $279,000 and $613,000 in the
three and six month 1995 periods, respectively, which increase is primarily
related to the occupancy of the three retail power centers in 1994.
LEASING AND OTHER FEES. Leasing and other fees were approximately $125,000
and $325,000 higher in the three and six month 1995 periods, respectively. The
increases were due primarily to a $360,000 third party incentive fee received by
the Company's retail division in the second quarter of 1995. Leasing fee income
related to Wildwood Office Park also increased $108,000 in the three month 1995
period. The increase in the three month 1995 period was partially offset by a
decrease of $225,000 in leasing fee income from NationsBank Plaza. In the six
month 1995 period, leasing fee income from NationsBank Plaza increased $147,000.
RESIDENTIAL LOT AND OUTPARCEL SALES AND COST OF SALES. Residential lot and
outparcel sales increased $718,000 and $1,556,000 in the three and six month
1995 periods, respectively. The increase in the three month 1995 period was due
to an increase in residential lot sales from 13 lots sold in the 1994 period to
30 lots sold in the 1995 period. The increase in the six month 1995 period was
also due to an increase in residential lot sales from 13 lots sold in the 1994
period to 38 lots sold in the 1995 period. Also included in the increase of the
six month 1995 period was $525,000 from the sale of an outparcel site in
Presidential Market-Phase I by a subsidiary of CREC. There was no similar sale
in the six month 1994 period.
Residential lot and outparcel cost of sales increased $685,000 and
$1,458,000 in the three and six month 1995 periods, respectively. These
increases were directly related to the sales increases discussed above.
INTEREST AND OTHER REVENUE. Interest and other revenue was approximately
$915,000 and $1,472,000 lower in the three and six month 1995 periods,
respectively. The decrease was primarily due to repayment of $39.9 million of
9.1% mortgage notes upon their maturity in June 1994 (decreases of $917,000 and
$1,813,000 in the three and six month 1995 periods, respectively).
Additionally, interest income decreased in the six month 1995 period due to
lower cash balances ($139,000 decrease). The decrease in the six month 1995
period was partially offset by interest income recognized on the 650
Massachusetts Avenue mortgage notes acquired in March 1994 ($533,000 increase).
INCOME FROM UNCONSOLIDATED JOINT VENTURES. (All amounts reflect the
Company's share of joint venture income.) Income from unconsolidated joint
ventures increased approximately $721,000 and $854,000 in the three and six
month 1995 periods, respectively. Income from Haywood Mall Associates increased
$310,000 and $548,000 in the three and six month 1995 periods, respectively, due
primarily to the venture's prepayment of its outstanding debt through equity
contributions of $10 million from each partner on April 29, 1994. Income from
CSC Associates, L.P. increased $141,000 and $255,000 in the three and six month
1995 periods, respectively, as leases at NationsBank Plaza executed in 1994
impacted operating results in 1995.
Income from Wildwood Associates increased $125,000 and $157,000 in the
three and six month 1995 periods, respectively, due to increased office building
rentals and increased rental revenue from certain ground lease sites which began
generating rental revenue during the second quarter of 1994 and during the
second quarter of 1995.
Income from unconsolidated joint ventures in the three month 1995 period
was also favorably impacted by $148,000 from an outparcel sale at one of the
Company's other joint ventures.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased approximately $50,000 and $81,000 in the three and six month 1995
periods, respectively. This decrease was primarily due to an increase in costs
capitalized to projects under development ($1,475,000 in the six month 1995
period versus $695,000 in the six month 1994 period and $728,000 in the three
month 1995 period versus $397,000 in the three month 1994 period). The decrease
was partially offset by increases related to personnel increases due to the
Company's continued expansion.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
approximately $132,000 and $415,000 in the three and six month 1995 periods,
respectively. This increase is due primarily to three retail power centers,
Perimeter Expo, North Point Market-Phase I and Presidential Market-Phase I,
becoming operational in December 1993, May 1994 and December 1994, respectively
(increases of $214,000 and $577,000 in the three and six month 1995 periods,
respectively).
STOCK APPRECIATION RIGHT EXPENSE (CREDIT). This non-cash item is primarily
related to the Company's stock price, which was $16.50, $16.75, and $15.50 at
December 31, 1993, March 31, 1994, and June 30, 1994, respectively; and $17.375,
$16.625, and $17.75 at December 31, 1994, March 31, 1995 and June 30, 1995,
respectively.
INTEREST EXPENSE. Interest expense decreased approximately $233,000 and
$84,000 in the three and six month 1995 periods, respectively. Interest expense
before capitalization increased to $1,272,000 and $2,159,000 in the three and
six month 1995 periods, respectively, due to higher debt levels, but the
increase was offset by increased capitalization because of a higher level of
projects under development.
INCOME TAXES. The provision for income taxes from operations decreased
approximately $44,000 in the three month 1995 period and increased approximately
$188,000 in the six month 1995 period. The decrease in the three month 1995
period is due primarily to a decrease in leasing fee income received from
NationsBank Plaza. The increase in the six month 1995 period is due primarily
to an increase in CREC and its subsidiaries' income before income taxes from
$103,000 in the six month 1994 period to approximately $602,000 in the six month
1995 period. This increase in CREC and its subsidiaries' income before income
taxes was due to an increase in intercompany development and leasing fees
recognized, and decreased intangible amortization. Intercompany fee income is
eliminated in consolidation, but the tax effect is not.
FINANCIAL CONDITION:
-------------------
Major investment activity during the second quarter of 1995 included $19.5
million of property acquisition and development investments, primarily in
projects under construction. The Company also made $2.3 million of
contributions during the second quarter of 1995 to certain of its joint ventures
including $1.2 million to Haywood Mall Associates to fund the expansion of the
mall and $.8 million to CC-JM II Associates (see Note 5 of "Notes to
Consolidated Financial Statements" in the Company's annual report on Form 10-K
for the year ended December 31, 1994). The source of cash for these investments
was primarily the Company's line of credit.
The Company has development projects in various stages. The Company
currently intends to finance these projects, as well as the completion of
projects currently under construction, using its existing lines of credit. The
Company intends to pay down its line of credit from time to time through long
term non-recourse financing secured by completed projects, as it did in July
1995 (see Note 5).
SUPPLEMENTAL FINANCIAL INFORMATION:
----------------------------------
Depreciation and amortization expense include the following components for
the three and six months ended June 30, 1995 ($ in thousands):
Three Months EndedSix Months Ended
June 30, 1995 June 30, 1995
---------------------------------- ----------------------------------
Share of Share of
Consolidated Unconsolidated Consolidated Unconsolidated
Entities Joint Ventures Total Entities Joint Ventures Total
------------ -------------- ------ ------------ --------------- ------
General and administrative $ 94 $ 36 $ 130 $ 199 $ 75 $ 274
Deferred financing costs - 20 20 - 40 40
Goodwill and related business
acquisition costs 57 7 64 114 15 129
Real estate related:
Building (including tenant
first generation) 836 2,014 2,850 1,733 3,972 5,705
Tenant second generation 37 142 179 74 273 347
------ ------ ------ ------ ------ ------
$1,024 $2,219 $3,243 $2,120 $4,375 $6,495
====== ====== ====== ====== ====== ======
Exclusive of new developments, the Company had the following capital
expenditures during the three and six months ended June 30, 1995, including its
share of unconsolidated joint ventures ($ in thousands):
Three Months Ended Six Months Ended
June 30, 1995 June 30, 1995
------------------------- -------------------------
Office Retail Other Total Office Retail Other Total
Second generation
related costs $477 $ - $ - $477 $534 $ - $ - $534
Building improvements 17 23 - 40 17 23 - 40
Furniture, fixtures
and equipment 7 - 44 51 18 - 105 123
---- --- --- ---- ---- --- ---- ----
$501 $23 $44 $568 $569 $23 $105 $697
==== === === ==== ==== === ==== ====
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
27 Financial Data Schedule
(b) There were no reports on Form 8-K filed by the Registrant during
the fiscal quarter ended June 30, 1995.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COUSINS PROPERTIES INCORPORATED
Registrant
/s/ Peter A. Tartikoff
---------------------------------------
Peter A. Tartikoff
Senior Vice President - Finance
(Authorized Officer)
(Principal Financial Officer)
August 14, 1995
EX-27
2
5
3-MOS
DEC-31-1995
JUN-30-1995
133
0
52,462
0
0
0
195,880
13,938
376,597
0
83,047
27,983
0
0
244,755
376,597
0
16,409
0
11,723
0
0
254
11,555
241
11,314
0
0
0
11,314
.41
.41