-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MEqiIXpUELW80DXshJES0/fSolUyT0XXvLNbLBflIyJlLRgZPwk5VaFN1ePqjGiC cwE7JV6a37+PnOOx42+JcQ== 0000025232-99-000014.txt : 19990816 0000025232-99-000014.hdr.sgml : 19990816 ACCESSION NUMBER: 0000025232-99-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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: SEC FILE NUMBER: 000-03576 FILM NUMBER: 99689719 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY STE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 BUSINESS PHONE: 7709552200 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 WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1999 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, 1999, 32,131,434 shares of common stock of the Registrant were outstanding.
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES CONSOLIDATED BALANCE SHEETS ($ in thousands, except per share amounts) June 30, December 31, 1999 1998 ----------- ------------ (Unaudited) ASSETS - ------ PROPERTIES: Operating properties, net of accumulated depreciation of $26,782 as of June 30, 1999 and $23,421 as of December 31, 1998 $317,948 $235,588 Land held for investment or future development 15,448 15,530 Projects under construction 269,135 178,736 Residential lots under development 6,744 8,771 -------- -------- Total properties 609,275 438,625 -------- -------- CASH AND CASH EQUIVALENTS, at cost which approximates market 5,378 1,349 NOTES AND OTHER RECEIVABLES 35,593 39,470 INVESTMENT IN UNCONSOLIDATED JOINT VENTURES 164,627 264,648 OTHER ASSETS 9,746 8,766 -------- -------- TOTAL ASSETS $824,619 $752,858 ======== ======== LIABILITIES AND STOCKHOLDERS' INVESTMENT - ---------------------------------------- NOTES PAYABLE $202,979 $198,858 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 35,366 36,104 DEPOSITS AND DEFERRED INCOME 118,431 120,966 -------- -------- TOTAL LIABILITIES 356,776 355,928 -------- -------- MINORITY INTERESTS 28,632 17,065 -------- -------- COMMITMENTS AND CONTINGENT LIABILITIES STOCKHOLDERS' INVESTMENT: Common stock, $1 par value, authorized 150,000,000 shares; issued 32,131,334 shares at June 30, 1999 and 31,887,298 shares at December 31, 1998 32,131 31,887 Additional paid-in capital 251,531 244,778 Cumulative undistributed net income 155,549 103,200 -------- -------- TOTAL STOCKHOLDERS' INVESTMENT 439,211 379,865 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $824,619 $752,858 ======== ======== The accompanying notes are an integral part of these consolidated balance sheets.
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (UNAUDITED) (In thousands, except per share amounts) Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1999 1998 1999 1998 ------ ------- ------- ------- REVENUES: Rental property revenues $12,967 $16,832 $24,632 $32,966 Development income 1,374 732 3,134 1,524 Management fees 1,255 928 2,361 1,818 Leasing and other fees 1,688 480 2,299 1,014 Residential lot and outparcel sales 4,974 4,317 7,651 8,774 Interest and other 829 925 1,694 1,972 ------- ------- ------- ------- 23,087 24,214 41,771 48,068 ------- ------- ------- ------- INCOME FROM UNCONSOLIDATED JOINT VENTURES 5,392 4,547 9,499 9,128 ------- ------- ------- ------- COSTS AND EXPENSES: Rental property operating expenses 3,827 4,308 7,028 8,142 General and administrative expenses 3,447 2,893 7,033 5,965 Depreciation and amortization 3,019 3,765 5,826 7,363 Stock appreciation right expense (credit) 460 (118) 136 80 Residential lot and outparcel cost of sales 3,859 4,059 6,148 8,238 Interest expense 65 2,731 430 5,543 Property taxes on undeveloped land 224 227 442 449 Other 820 94 1,110 109 ------- ------- ------- ------- 15,721 17,959 28,153 35,889 ------- ------- ------- ------- INCOME FROM OPERATIONS BEFORE INCOME TAXES 12,758 10,802 23,117 21,307 PROVISION (BENEFIT) FOR INCOME TAXES FROM OPERATIONS 390 (89) 1,255 (107) ------- ------- ------- ------- INCOME BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES 12,368 10,891 21,862 21,414 GAIN ON SALE OF INVESTMENT PROPERTIES, NET OF APPLICABLE INCOME TAX PROVISION 51,198 886 56,706 1,657 ------- ------- ------- ------- NET INCOME $63,566 $11,777 $78,568 $23,071 ======= ======= ======= ======= WEIGHTED AVERAGE SHARES 32,079 31,545 32,015 31,520 ======= ======= ======= ======= BASIC NET INCOME PER SHARE $ 1.98 $ .37 $ 2.45 $ .73 ======= ======= ======= ======= ADJUSTED WEIGHTED AVERAGE SHARES 32,749 32,029 32,578 31,996 ======= ======= ======= ======= DILUTED NET INCOME PER SHARE $ 1.94 $ .37 $ 2.41 $ .72 ======= ======= ======= ======= CASH DIVIDENDS DECLARED PER SHARE $ .41 $ .36 $ .82 $ .72 ======= ======= ======= ======= 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, 1999 AND 1998 (UNAUDITED) ($ in thousands) 1999 1998 -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Income before gain on sale of investment properties $ 21,862 $21,414 Adjustments to reconcile income before gain on sale of investment properties to net cash provided by operating activities: Depreciation and amortization 5,826 7,363 Stock appreciation right expense 136 80 Cash charges to expense accrual for stock appreciation rights (122) (39) Effect of recognizing rental revenues on a straight-line basis (202) (155) Income from unconsolidated joint ventures (9,499) (9,128) Operating distributions from unconsolidated joint ventures 24,192 14,609 Residential lot and outparcel cost of sales 6,019 7,965 Changes in other operating assets and liabilities: Change in other receivables (1,447) (1,335) Change in accounts payable and accrued liabilities 2,189 3,961 -------- ------- Net cash provided by operating activities 48,954 44,735 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Gain on sale of investment properties, net of applicable income tax provision 56,706 1,657 Adjustments to reconcile gain on sale of investment properties to net cash provided by sales activities: Cost of sales 28,178 1,200 Deferred income recognized (2,066) -- Property acquisition and development expenditures (195,572) (92,263) Investment in unconsolidated joint ventures, including interest capitalized to equity investments (23,189) (18,096) Net cash received in formation of venture 100,000 -- Collection of notes receivable 5,521 1,267 Non-operating distributions from unconsolidated joint ventures 2,000 22,617 Investment in notes receivable (4) (5,969) Change in other assets, net (1,399) 1,374 -------- ------- Net cash used in investing activities (29,825) (88,213) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit 170,672 85,062 Repayment of line of credit (163,969) (49,087) Dividends paid (26,219) (22,681) Common stock sold, net of expenses 6,998 2,779 Repayment of other notes payable (2,582) (3,507) -------- ------- Net cash (used in) provided by financing activities (15,100) 12,566 -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,029 (30,912) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,349 32,694 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,378 $ 1,782 ======== ======= The accompanying notes are an integral part of these consolidated statements.
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 (UNAUDITED) 1. BASIS OF PRESENTATION - -------------------------- The Consolidated Financial Statements include the accounts of Cousins Properties Incorporated ("Cousins") and its majority and wholly-owned affiliates, Cousins Real Estate Corporation ("CREC") and its subsidiaries, and CREC II, Inc. ("CREC II") 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 and CREC II and its subsidiaries are taxed separately from Cousins as regular corporations. Accordingly, the Consolidated Statements of Income include a provision (benefit) for CREC's and CREC II'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, 1999, and results of operations for the three and six month periods ended June 30, 1999 and 1998. Results of operations for the interim 1999 periods 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, 1998. The accounting policies employed are the same as those shown in Note 1 to the Consolidated Financial Statements included in such Form 10-K. Certain 1998 amounts have been reclassified to conform with the 1999 presentation. 2. SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS - --------------------------------------------------- Interest (net of $7,209,000 and $3,335,000 capitalized in 1999 and 1998, respectively) and income taxes paid were as follows for the six months ended June 30, 1999 and 1998 ($ in thousands): 1999 1998 ------ ------ Interest paid $1,137 $5,458 Income taxes paid $1,336 $ 110 During the six months ended June 30, 1999, approximately $23,236,000 was transferred from Projects Under Construction to Operating Properties. In November 1998, the Company entered into a venture arrangement (the "Prudential Venture") with The Prudential Insurance Company of America ("Prudential"), whereby the Company contributed nine properties and Prudential is to contribute a total of $230,469,000 of cash on agreed-upon dates. (See Note 5 of "Notes to Consolidated Financial Statements" in the Company's Form 10-K for the year ended December 31, 1998.) Prudential contributed $100,000,000 in the first six months of 1999, bringing the total amount to $205,000,000 as of June 30, 1999. The effect of this contribution on the Consolidated Balance Sheet as of June 30, 1999 was a decrease of $88,500,000 in Investment in Unconsolidated Joint Ventures and an increase of $11,500,000 in Minority Interests. At June 30, 1999, cash and cash equivalents included approximately $831,000 which is restricted under a municipal bond indenture. 3. NOTES PAYABLE AND INTEREST EXPENSE - ---------------------------------------
At June 30, 1999 and December 31, 1998, notes payable included the following $ in thousands): June 30, 1999 December 31, 1998 ----------------------------------- -------------------------------------- Share of Share of Unconsolidated Unconsolidated Company Joint Ventures Total Company Joint Ventures Total -------- -------------- -------- -------- -------------- ----- Floating Rate Lines of Credit and Construction Loans $ 17,823 $ 2,991 $ 20,814 $ 11,120 $ -- $ 11,120 Other Debt (primarily non-recourse fixed rate mortgages) 185,156 197,188 382,344 187,738 221,498 409,236 -------- -------- -------- -------- -------- -------- $202,979 $200,179 $403,158 $198,858 $221,498 $420,356 ======== ======== ======== ======== ======== ========
For the three and six months ended June 30, 1999, interest expense was recorded as follows ($ in thousands): Three Months Ended Six Months Ended June 30, 1999 June 30, 1999 ----------------------------------- ------------------------------------- Share of Share of Unconsolidated Unconsolidated Company Joint Ventures Total Company Joint Ventures Total ------- -------------- ------ ------- -------------- ------- Interest Expensed $ 65 $3,706 $3,771 $ 430 $7,397 $ 7,827 Interest Capitalized 3,784 281 4,065 7,209 776 7,985 ------ ------ ------ ------ ------ ------- $3,849 $3,987 $7,836 $7,639 $8,173 $15,812 ====== ====== ====== ====== ====== =======
During the second quarter of 1999, interest was capitalized related to the Company's and the Company's share of unconsolidated joint venture projects under construction which had an average balance of approximately $295 million. In June 1999, the Company executed a temporary extension of its $150 million Line of Credit until August 27, 1999. The Company is currently negotiating the modification of this $150 million Line of Credit and currently anticipates a closing on the modification on or before August 27, 1999. 4. EARNINGS PER SHARE DATA - --------------------------- Weighted average shares and adjusted weighted average shares are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, ----------------- ---------------- 1999 1998 1999 1998 ------ ------ ------ ------ Weighted average shares 32,079 31,545 32,015 31,520 Dilutive potential common shares 670 484 563 476 ------ ------ ------ ------ Adjusted weighted average shares 32,749 32,029 32,578 31,996 ====== ====== ====== ====== Anti-dilutive options not included - - - 585 ====== ====== ====== ===== 5. REPORTABLE SEGMENTS - ----------------------- The Company has four reportable segments: Office Division, Retail Division, Medical Office Division and Land Division. The Office Division, Retail Division and Medical Office Division develop, lease and manage office buildings, retail centers and medical office buildings, respectively. The Land Division owns various tracts of strategically located land which are being held for future development. The Land Division also develops single-family residential communities which are parceled into lots and sold to various home builders. The management of the Company evaluates performance of its reportable segments based on Funds From Operations ("FFO"). The Company calculates its FFO using the National Association of Real Estate Investment Trusts ("NAREIT") definition of FFO adjusted to (i) eliminate the recognition of rental revenues on a straight-line basis, (ii) reflect stock appreciation right expense on a cash basis and (iii) recognize certain fee income as cash is received rather than when recognized in the financial statements. The Company believes its FFO presentation more properly reflects its operating results. The Company's reportable segments are broken down based on what type of product the division provides. The divisions are managed separately because each product they provide has separate and distinct development issues, leasing and/or sales strategies and management issues. The notations (100%) and (JV) used in the following tables indicate wholly-owned and unconsolidated joint ventures, respectively, and all amounts are in thousands.
Three Months Ended Office Retail Medical Land Unallocated June 30, 1999 Division Division Office Division Division and Other Total - ------------------ -------- -------- --------------- -------- ----------- ------- Rental property revenues (100%) $ 6,544 $4,687 $1,545 $ - $ 93 $12,869 Rental property revenues (JV) 15,719 4,049 135 - - 19,903 Development income, management fees and leasing and other fees (100%) 3,409 333 515 60 - 4,317 Development income, management fees and leasing and other fees (JV) 451 - - - - 451 Other income (100%) - 815 - 4,159 829 5,803 Other income (JV) - - - 243 47 290 ----------------------------------------------------------------------- Total revenues 26,123 9,884 2,195 4,462 969 43,633 ----------------------------------------------------------------------- Rental property operating expenses (100%) 2,183 1,135 509 - - 3,827 Rental property operating expenses (JV) 4,210 987 47 - - 5,244 Other expenses (100%) - 358 - 3,725 4,939 9,022 Other expenses (JV) 167 242 - 61 3,915 4,385 ----------------------------------------------------------------------- Total expenses 6,560 2,722 556 3,786 8,854 22,478 ----------------------------------------------------------------------- Consolidated funds from operations 19,563 7,162 1,639 676 (7,885) 21,155 ----------------------------------------------------------------------- Depreciation and amortization (100%) (1,582) (877) (331) - (74) (2,864) Depreciation and amortization (JV) (4,451) (985) (41) - - (5,477) Effect of the recognition of rental revenues on a straight-line basis (100%) 98 - - - - 98 Effect of the recognition of rental revenues on a straight-line basis (JV) (67) (76) - - - (143) Adjustment to reflect stock appreciation right expense on an accrual basis - - - - (401) (401) Gain on sale of investment properties, net of applicable income tax provision - - - - 51,198 51,198 ----------------------------------------------------------------------- Net income 13,561 5,224 1,267 676 42,838 63,566 ----------------------------------------------------------------------- Provision for income taxes from operations - - - - 390 390 ----------------------------------------------------------------------- Income from operations before income taxes $ 13,561 $5,224 $1,267 $ 676 $43,228 $63,956 =======================================================================
Six Months Ended Office Retail Medical Land Unallocated June 30, 1999 Division Division Office Division Division and Other Total - ---------------- -------- -------- --------------- -------- ----------- -------- Rental property revenues (100%) $ 12,557 $ 9,431 $ 2,263 $ - $ 179 $ 24,430 Rental property revenues (JV) 31,063 8,503 334 - - 39,900 Development income, management fees and leasing and other fees (100%) 6,019 869 786 120 - 7,794 Development income, management fees And leasing and other fees (JV) 451 - - - - 451 Other income (100%) - 815 - 6,836 1,694 9,345 Other income (JV) - - - 249 75 324 ------------------------------------------------------------------------ Total revenues 50,090 19,618 3,383 7,205 1,948 82,244 ------------------------------------------------------------------------ Rental property operating expenses (100%) 4,144 2,134 719 - 31 7,028 Rental property operating expenses (JV) 8,777 2,061 111 - - 10,949 Other expenses (100%) - 358 - 6,232 10,254 16,844 Other expenses (JV) 167 242 - 72 7,478 7,959 ------------------------------------------------------------------------ Total expenses 13,088 4,795 830 6,304 17,763 42,780 ------------------------------------------------------------------------ Consolidated funds from operations 37,002 14,823 2,553 901 (15,815) 39,464 ------------------------------------------------------------------------ Depreciation and amortization (100%) (3,045) (1,678) (649) - (156) (5,528) Depreciation and amortization (JV) (9,467) (2,455) (103) - - (12,025) Effect of the recognition of rental revenues on a straight-line basis (100%) 202 - - - - 202 Effect of the recognition of rental revenues on a straight-line basis (JV) (176) (61) - - - (237) Adjustment to reflect stock appreciation right expense on an accrual basis - - - - (14) (14) Gain on sale of investment properties, net of applicable income tax provision - - - - 56,706 56,706 Net income 24,516 10,629 1,801 901 40,721 78,568 ------------------------------------------------------------------------ Provision for income taxes from operations - - - - 1,255 1,255 ------------------------------------------------------------------------ Income from operations before income taxes $ 24,516 $ 10,629 $ 1,801 $ 901 $41,976 $ 79,823 ======================================================================== Total assets $484,350 $220,351 $56,212 $10,456 $53,250 $824,619 ======================================================================== Investment in unconsolidated joint ventures $124,217 $ 29,786 $ 1,699 $ 3,408 $ 5,517 $164,627 ========================================================================
Three Months Ended Office Retail Medical Land Unallocated June 30, 1998 Division Division Office Division Division and Other Total - ------------------ -------- -------- --------------- -------- ----------- ------- Rental property revenues (100%) $ 8,013 $ 8,189 $427 $ - $ 127 $16,756 Rental property revenues (JV) 2,353 2,044 - - - 14,397 Development income, management fees and leasing and other fees (100%) 1,700 202 238 - - 2,140 Development income, management fees And leasing and other fees (JV) - - - - - - Other income (100%) - - - 4,317 925 5,242 Other income (JV) - - - 19 31 50 ----------------------------------------------------------------------- Total revenues 22,066 10,435 665 4,336 1,083 38,585 ----------------------------------------------------------------------- Rental property operating expenses (100%) 2,472 1,672 144 - 20 4,308 Rental property operating expenses (JV) 5,829 642 - - - 6,471 Other expenses (100%) - - - 4,286 5,761 10,047 Other expenses (JV) - - - 19 - 19 ----------------------------------------------------------------------- Total expenses 8,301 2,314 144 4,305 5,781 20,845 ----------------------------------------------------------------------- Consolidated funds from operations 13,765 8,121 521 31 (4,698) 17,740 ----------------------------------------------------------------------- Depreciation and amortization (100%) (1,995) (1,471) (78) - (104) (3,648) Depreciation and amortization (JV) (2,574) (383) - - - (2,957) Effect of the recognition of rental revenues on a straight-line basis (100%) 76 - - - - 76 Effect of the recognition of rental revenues on a straight-line basis (JV) (428) (25) - - - (453) Adjustment to reflect stock appreciation right expense on an accrual basis - - - - 133 133 Gain on sale of investment properties, net of applicable income tax provision - - - - 886 886 ----------------------------------------------------------------------- Net income 8,844 6,242 443 31 (3,783) 11,777 ----------------------------------------------------------------------- Benefit for income taxes from operations - - - - (89) (89) ----------------------------------------------------------------------- Income from operations before income taxes $ 8,844 $ 6,242 $443 $ 31 $(3,872) $11,688 =======================================================================
Six Months Ended Office Retail Medical Land Unallocated June 30, 1998 Division Division Office Division Division and Other Total - ---------------- -------- -------- --------------- -------- ----------- ------- Rental property revenues (100%) $ 15,651 $ 16,154 $ 757 $ - $ 249 $ 32,811 Rental property revenues (JV) 24,280 4,025 - - - 28,305 Development income, management fees and leasing and other fees 3,585 323 448 - - 4,356 Other income (100%) - 800 - 7,974 1,972 10,746 Other income (JV) - - - 144 54 198 ----------------------------------------------------------------------- Total revenues 43,516 21,302 1,205 8,118 2,275 76,416 ----------------------------------------------------------------------- Rental property operating expenses (100%) 4,654 3,171 257 - 60 8,142 Rental property operating expenses (JV) 11,550 1,229 - - - 12,779 Other expenses (100%) - 712 - 7,975 11,786 20,473 Other expenses (JV) - - - 54 - 54 ----------------------------------------------------------------------- Total expenses 16,204 5,112 257 8,029 11,846 41,448 ----------------------------------------------------------------------- Consolidated funds from operations 27,312 16,190 948 89 (9,571) 34,968 ----------------------------------------------------------------------- Depreciation and amortization (100%) (3,877) (2,887) (155) - (207) (7,126) Depreciation and amortization (JV) (5,018) (679) - - - (5,697) Effect of the recognition of rental revenues on a straight-line basis (100%) 155 - - - - 155 Effect of the recognition of rental revenues on a straight-line basis (JV) (822) (23) - - - (845) Adjustment to reflect stock appreciation right expense on an accrual basis - - - - (41) (41) Gain on sale of investment properties, net of applicable income tax provision - - - - 1,657 1,657 ----------------------------------------------------------------------- Net income 17,750 12,601 793 89 (8,162) 23,071 ----------------------------------------------------------------------- Benefit for income taxes from operations - - - - (107) (107) ----------------------------------------------------------------------- Income from operations before income taxes $ 17,750 $ 12,601 $ 793 $ 89 $(8,269) $ 22,964 ======================================================================= Total assets $320,911 $244,083 $35,514 $13,426 $52,459 $666,393 ======================================================================= Investment in unconsolidated joint ventures $ 87,600 $ 21,512 $ - $ 1,081 $ 3 $110,196 =======================================================================
Reconciliation to Consolidated Revenues Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, ---------------------- ----------------------- 1999 1998 1999 1998 ------- ------- ------- ------- Rental property revenues (100%) $12,869 $16,756 $24,430 $32,811 Effect of the recognition of rental revenues on a straight-line basis (100%) 98 76 202 155 Development income, management fees and leasing and other fees 4,317 2,140 7,794 4,356 Residential lot and outparcel sales 4,974 4,317 7,651 8,774 Interest and other 829 925 1,694 1,972 --------------------- ---------------------- Total consolidated revenues $23,087 $24,214 $41,771 $48,068 ===================== ======================
6. SALE OF INTEREST IN HAYWOOD MALL AND PURCHASE OF INFORUM - ------------------------------------------------------------- On June 28, 1999, the Company sold its 50% ownership interest in Haywood Mall, located in Greenville, South Carolina, to Simon Property Group for $69 million, recognizing a gain of $50.1 million which is included in Gain on Sale of Investment Properties, Net of Applicable Income Tax Provision in the accompanying Consolidated Statements of Income. The sale of its 50% ownership interest in Haywood Mall was structured as a tax-deferred exchange for income tax purposes, with the proceeds being reinvested into the purchase of the Inforum, an 876,000 square foot office building with an additional 111,000 of exhibition space located in downtown Atlanta, Georgia on June 30, 1999. The purchase price of the Inforum was $71 million. 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, 1999 and 1998. Results of Operations: - ---------------------- Rental Property Revenues and Operating Expenses. Rental property revenues were approximately $3,865,000 and $8,334,000 lower in the three and six month 1999 periods, respectively. Rental property revenues from the Company's office division decreased approximately $1,447,000 and $3,047,000 in the three and six month 1999 periods, respectively. Rental property revenues decreased approximately $1,633,000, $721,000 and $732,000 in the three month 1999 period and $3,246,000, $1,414,000 and $1,437,000 in the six month 1999 period, from the contribution of three office properties, First Union Tower, 100 North Point Center East and 200 North Point Center East, respectively, in November 1998 to the Prudential Venture (see Note 2). Grandview II was also contributed to the Prudential Venture but was not operational for financial reporting purposes in the first half of 1998. Additionally, rental property revenues from 615 Peachtree Street decreased approximately $279,000 for the six month 1999 period due partially to the receipt of two cancellation penalties in the first quarter 1998 and partially to lower average economic occupancy in 1999. The decreases were partially offset by increases in rental property revenues of $608,000 and $1,250,000 in the three and six month 1999 periods, respectively, from the June 1998 acquisition of Lakeshore Park Plaza and increases of approximately $558,000 and $1,280,000 in the three and six month 1999 periods, respectively, in rental property revenues from 333 North Point Center East which became partially operational for financial reporting purposes in June 1998. 333 John Carlyle became partially operational for financial reporting purposes in May 1999, which increased rental property revenues by $420,000 for the three and six month 1999 periods. Rental property revenues from the Company's retail division decreased approximately $3,502,000 and $6,722,000 for the three and six month 1999 periods, respectively. Rental property revenues decreased approximately $1,379,000, $1,304,000, $833,000 and $329,000 in the three month 1999 period and $2,825,000, $2,600,000, $1,659,000 and $661,000 in the six month 1999 period from the contribution of North Point MarketCenter, Greenbrier MarketCenter, Los Altos MarketCenter and Mansell Crossing II, respectively, to the aforementioned Prudential Venture in November 1998. The decreases were also due to the sale of Abbotts Bridge Station in February 1999, which contributed approximately $407,000 and $435,000 to the decrease in the three and six month 1999 periods, respectively. The decreases were partially offset by an increase of approximately $626,000 and $1,239,000 in the three and six month 1999 periods, respectively, from Laguna Niguel Promenade, which became partially operational in July 1998. Rental property revenues from the Company's medical office division increased approximately $1,118,000 and $1,506,000 in the three and six month 1999 periods, respectively. The June 1998 acquisition of Northside/Alpharetta I contributed to the increase in rental property revenues by approximately $559,000 and $1,217,000 in the three and six month 1999 periods, respectively. The AtheroGenics medical office building became fully operational in March 1999, which contributed approximately $217,000 and $277,000 to the increase in the three and six month 1999 periods, respectively. Meridian Mark Plaza became partially operational in April 1999, which contributed approximately $671,000 to both the increases in the three and six month 1999 periods. These increases were partially offset by a decrease of approximately $329,000 and $659,000 for the three and six month 1999 periods, respectively, due to the contribution of Presbyterian Medical Plaza at University to the aforementioned Prudential Venture in November 1998. Rental property operating expenses decreased approximately $481,000 and $1,114,000 in the three and six month 1999 periods, respectively, which decreases were primarily related to the contribution of the three office buildings, the four retail centers and one medical office building to the Prudential Venture. The decreases were partially offset by the June 1998 acquisitions of Lakeshore Park Plaza and Northside/Alpharetta I, as well as 333 North Point Center East, Laguna Niguel Promenade, AtheroGenics and Meridian Mark Plaza becoming fully or partially operational in June 1998, July 1998, March 1999 and April 1999, respectively. Development Income. Development income was approximately $642,000 and $1,610,000 higher in the three and six month 1999 periods, respectively. The increase in development income was partially due to development fees recognized from three of the Company's joint ventures which are developing Gateway Village ($245,000 and $489,000 in the three and six month periods, respectively), 1155 Perimeter Center West ($149,000 and $292,000 in the three and six month periods, respectively) and the Bentwater residential development ($60,000 and $120,000 in the three and six month periods, respectively). Development income of approximately $225,000 and $675,000 in the three and six month 1999 periods, respectively, was also recognized from a build to suit for Walgreens on an outparcel at Colonial Plaza MarketCenter. Additionally, development income increased approximately $223,000 in both the three and six month 1999 periods from the Crawford Long Hospital campus redevelopment. Partially offsetting the aforementioned increases in development income was a decrease in development income of approximately $182,000 and $303,000 in the three and six month periods, respectively, from the Brad Cous Golf Venture, Ltd., for which the Company is developing World Golf Village, and by a decrease of approximately $115,000 from the Dusseldorf project in the six month 1999 period. Management Fees. Management fees were approximately $327,000 and $543,000 higher in the three and six month 1999 periods, respectively, partially due to approximately $191,000 and $354,000 of management fees recognized in the three and six month 1999 periods, respectively, from the aforementioned Prudential Venture for the management of the nine contributed properties and partially due to an increase of approximately $99,000 and $126,000 in the three and six month periods, respectively, of management fees from the Cousins LORET Venture L.L.C. ("Cousins LORET"). Residential Lot and Outparcel Sales and Cost of Sales. Residential lot and outparcel sales increased approximately $657,000 in the three month 1999 period and decreased approximately $1,123,000 in the six month 1999 period. The increase for the three month 1999 period is due to one outparcel sale in the three month 1999 period of approximately $815,000. There were no outparcel sales in the three month 1998 period. The increase in the three month 1999 period was partially offset by a decrease in residential lot sales from 92 lots in the three month 1998 period to 85 lots in the three month 1999 period, which decreased residential lot sales by approximately $158,000. The decrease for the six month 1999 period was due to a decrease in the number of residential lot sales from 176 in the six month 1998 period to 151 in the six month 1999 period, which decreased residential lot sales by $1,138,000. Residential lot and outparcel cost of sales decreased approximately $200,000 and $2,090,000 in the three and six month 1999 periods, respectively, due partially to the aforementioned decreases in residential lot sales. The decrease in residential lot cost of sales was greater than the corresponding decrease in residential lot sales due to an increase in the first half of 1999 in gross profit percentages used to calculate the cost of sales on residential lot sales in certain of the residential developments. The decreases were also due to lower outparcel cost of sales for the 1999 outparcel sale as compared to the 1998 outparcel sales, with the outparcel sales prices between years being approximately the same. Interest and Other Income. Interest and other income decreased approximately $278,000 in the six month 1999 period. The decrease was primarily due to a decrease in interest income recognized from temporary investments. In the six months ended June 30, 1998, the Company recognized interest income on temporary investments made with the remaining proceeds from the December 1997 common stock offering of 2,150,000 shares. No similar amounts were invested in the six months ended June 30, 1999. Income from Unconsolidated Joint Ventures. (All amounts reflect the Company's share of joint venture income.) Income from unconsolidated joint ventures increased approximately $845,000 and $371,000 in the three and six month 1999 periods, respectively. Income from CSC Associates, L.P. increased approximately $184,000 and $361,000 in the three and six month 1999 periods, respectively, primarily due to the continued lease-up of NationsBank Plaza. Average economic occupancy of NationsBank Plaza increased to 98% in the first half of 1999 from 93% in the first half of 1998. Income from Wildwood Associates decreased approximately $116,000 and $442,000 for the three and six month 1999 periods, respectively. The decrease was due partially to a decrease in interest capitalization of $260,000 and $545,000 in the three and six month 1999 periods, respectively, and an increase in depreciation and amortization of approximately $153,000 and $328,000 in the three and six month 1999 periods, respectively, as the 4200 Wildwood Parkway Building became partially operational in June 1998. Additionally, interest expense increased approximately $368,000 and $737,000 in the three and six month 1999 periods, respectively, due to the $44 million non-recourse financing of the 4200 Wildwood Parkway Building which was completed in June 1998. The overall decrease was partially offset by income before depreciation, amortization and interest expense of $611,000 and $895,000 in the three and six month 1999 periods, respectively, from the 4200 Wildwood Parkway Building. Income before depreciation, amortization and interest expense also favorably impacted results by an increase of approximately $191,000 for the six month 1999 period due to the continued lease-up of the 2300 Windy Ridge Parkway and the 2500 Windy Ridge Parkway Buildings, which also partially offset the overall decrease in income from Wildwood Associates. Income from Cousins LORET decreased approximately $162,000 and $318,000 in the three and six month 1999 periods, respectively. The decrease was primarily due to an increase in interest expense before capitalization of approximately $622,000 and $1,244,000 for the three and six month 1999 periods, respectively, due to the funding of the $70 million non-recourse financing of The Pinnacle, which was completed on December 30, 1998. Depreciation and amortization increased approximately $358,000 and $555,000 for the three and six month 1999 periods, respectively, due to The Pinnacle becoming partially operational for financial reporting purposes in March 1999. Partially offsetting the decrease for the six month period was an increase of approximately $253,000 in interest capitalized to The Pinnacle. Income before depreciation, amortization and interest expense from The Pinnacle also partially offset the decrease by approximately $784,000 and $1,078,000 for the three and six month 1999 periods, respectively, and by approximately $173,000 for the six month 1999 period from the lease-up of Two Live Oak. Income from Haywood Mall Associates increased approximately $277,000 and $316,000 for the three and six month 1999 periods, respectively, due to the continued lease-up of the expansion of Haywood Mall. Income from Cousins Stone LP increased $284,000 in the three and six month 1999 periods. Cousins Stone LP was formed June 1, 1999 when Cousins acquired Faison's 50% interest in Faison-Stone. Income from Temco Associates increased $176,000 in the three month 1999 period. In June 1999, Temco Associates exercised an option to purchase approximately 66 acres of land, which it simultaneously sold. CREC's share of the gain on the sale was approximately $178,000. General and Administrative Expenses. General and administrative expenses increased approximately $554,000 and $1,068,000 in the three and six month 1999 periods, respectively. The increase was primarily due to the Company's continued expansion, partially offset by an increased level of salaries and overhead being capitalized to a higher level of projects under development in the three and six month 1999 periods. Depreciation and Amortization. Depreciation and amortization decreased approximately $746,000 and $1,537,000 in the three and six month 1999 periods, respectively. The decreases were due to the aforementioned contribution of nine properties to the Prudential Venture, partially offset by the June 1998 acquisitions of Lakeshore Park Plaza and Northside/Alpharetta I, and 333 North Point Center East, Laguna Niguel Promenade, AtheroGenics and Meridian Mark Plaza becoming fully or partially operational in June 1998, July 1998, March 1999 and April 1999, respectively. Stock Appreciation Right (Credit) Expense. The credit to stock appreciation right expense increased approximately $578,000 from a credit of $118,000 in the three month 1998 period to an expense of $460,000 in the three month 1999 period. This non-cash item is primarily related to the Company's stock price, which was $32.25, $28.9375, and $33.8125 at December 31, 1998, March 31, 1999 and June 30, 1999, respectively; and $29.3125, $30.875, and $29.875 at December 31, 1997, March 31, 1998, and June 30, 1998, respectively. Interest Expense. Interest expense decreased approximately $2,666,000 and $5,113,000 in the three and six month 1999 periods, respectively. Interest expense before capitalization decreased to approximately $3,849,000 and $7,639,000 in 1999 from $4,595,000 and $8,878,000 in 1998 for the three and six month periods, respectively, due to lower debt levels. Further contributing to this decrease was an increase of approximately $1,920,000 and $3,874,000 in interest capitalized to projects under development (a reduction of interest expense) to $3,784,000 and $7,209,000 in 1999 from $1,864,000 and $3,335,000 in 1998 for the three and six month periods, respectively. Other Expenses. Other expenses increased approximately $726,000 and $1,001,000 in the three and six month 1999 periods, respectively, due primarily to the recognition of Prudential's minority interest in the aforementioned Prudential Venture. Provision (Benefit) for Income Taxes from Operations. Provision (benefit) for income taxes from operations increased $479,000 in the three month 1999 period from a benefit of $89,000 in 1998 to a provision of $390,000 in 1999. Provision (benefit) for income taxes from operations increased $1,362,000 in the six month 1999 period from a benefit of $107,000 in 1998 to a provision of $1,255,000 in 1999. The increase in both periods is due to an increase in CREC and its subsidiaries income from operations before income taxes of $974,000 and $3,313,000 for the three and six month 1999 periods, respectively. CREC and its subsidiaries' income from operations before income taxes increased mainly due to the aforementioned increase in development income. Certain development fees recorded on CREC and its subsidiaries' books are intercompany fee income which is eliminated in consolidation, but the tax effect is not, and such intercompany fees increased in both the three and six month 1999 periods. Additionally, CREC II has a 50% interest in Cousins Stone LP for which its share of income from operations before income taxes was $244,000 for the three and six month 1999 periods. Gain on Sale of Investment Properties. Gain on sale of investment properties increased approximately $50,312,000 and $55,049,000 in the three and six month 1999 periods, respectively. The 1999 gain included the following: the January 1999 sale of 3 acres of McMurray land ($.1 million gain), the February 1999 sale of Abbotts Bridge Station, a neighborhood retail center ($3.5 million gain), the March 1999 sale of Kennesaw Crossings neighborhood retail center ($.9 million gain), the May 1999 sale of 2 acres of Hidden Hills land ($.1 million gain), the June 1999 sale of the Company's 50% interest in Haywood Mall ($50.1 million gain) (see Note 6) , and amortization of deferred gain from the aforementioned formation of the Prudential Venture ($2.0 million). The 1998 gain included the following: the March 1998 sale of 6 acres of land ($.6 million gain) and the April 1998 sale of approximately 23 acres of land ($1.0 million gain), both at the Company's North Point development. Liquidity and Capital Resources: - -------------------------------- Financial Condition. The Company's debt (including its pro rata share of unconsolidated joint venture debt) was 27% of total market capitalization at June 30, 1999. The Company has development and acquisition projects in various planning 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 (increasing those lines of credit as required) (see Note 3), long-term non-recourse financing on the Company's unleveraged projects, other financings, and the sale of common stock, warrants to purchase common stock and debt securities under a $200 million shelf registration statement the Company filed with the Securities and Exchange Commission in September 1996, of which approximately $132 million remains available at June 30, 1999. The Company from time to time evaluates opportunities and strategic alternatives, including but not limited to joint ventures, mergers and acquisitions and new private or publicly-owned entities created to hold existing assets and acquire new assets. These alternatives may also include sales of single or multiple assets when the Company perceives opportunities to capture value and redeploy proceeds or distribute proceeds to shareholders. The Company's consideration of these alternatives is part of its ongoing strategic planning process. There can be no assurance that any such alternative, if undertaken and consummated, would not materially adversely affect the Company or the market price of Cousins' Common Stock. Cash Flows. Net cash provided by operating activities increased approximately $4.2 million in 1999. Changes in other operating assets and liabilities decreased approximately $1.9 million. Residential lot and outparcel cost of sales decreased approximately $1.9 million due to a decrease in the number of residential lots sold in 1999. Depreciation and amortization decreased approximately $1.5 million due to the aforementioned contribution of the properties to the Prudential Venture. Operating distributions from unconsolidated joint ventures increased approximately $9.6 million, which partially offset the aforementioned decreases, primarily due to approximately $6.9 million of operating distributions from the Prudential Venture and to approximately $2.0 million of operating distributions from Cousins LORET. Net cash used in investing activities decreased approximately $58.4 million in 1999. Net cash received related to the Prudential Venture increased approximately $100 million in 1999 (see Note 2) which primarily caused the decrease in the net cash used in investing activities. Also contributing to the decrease in net cash used in investing activities was an increase in net cash provided by sales activities of approximately $82 million. This increase was due mainly to four sales in the first half of 1999: Abbotts Bridge Station, Kennesaw Crossings, McMurray land and the Company's 50% interest in Haywood Mall. The collection of notes receivable also increased approximately $4.3 million due to the repayment of the Cousins LORET note receivable in the first half of 1999. The decrease in net cash used in investing activities was partially offset by an increase of approximately $103.3 million in property acquisition and development expenditures, as a result of the Company having a higher level of projects under development in 1999 and the June 1999 acquisition of the Inforum office building (see Note 6). Non-operating distributions from unconsolidated joint ventures decreased $20.6 million, which also partially offset the decrease in net cash used in investing activities. In the first half of 1999, Cousins LORET distributed approximately $2.0 million, which represented a portion of the proceeds from the aforementioned $70 million financing of The Pinnacle in December 1998. In 1998, the Company received a distribution from Wildwood Associates of $22.6 million, primarily due to the completion of the $44 million financing of the 4200 Wildwood Parkway Building. No such distribution occurred in 1999. Investment in unconsolidated joint ventures increased $5.1 million primarily due to the formation of Cousins Stone LP on June 1, 1999, which also partially offset the decrease in net cash used in investing activities. Investment in notes receivable increased approximately $6.0 million due to the loan to Cousins LORET being made in the first half of 1998. No similar loan was made in the first half of 1999. Deferred income recognized increased approximately $2.1 million which related to the Prudential Venture (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, 1998) and also partially offset the aforementioned decreases. Change in other assets, net, also decreased $2.8 million, which further offset the aforementioned decreases. Net cash used in financing activities increased approximately $27.7 million in 1999 from net cash provided by financing activities, which was primarily attributable to a decrease of $29.3 million in the net amount drawn on the Company's line of credit. An increase in the dividends paid per share to $.41 in 1999 from $.36 in 1998 and an increase in the number of shares outstanding also contributed to the increase in net cash used in financing activities, as dividends paid increased approximately $3.5 million. Partially offsetting the increase in net cash used in financing activities was an increase of approximately $4.2 million in the proceeds received from common stock sold, net of expenses. Quantitative and Qualitative Disclosure About Market Risk: - ---------------------------------------------------------- There have been no significant changes in the Company's market risk related to its notes payable and notes receivable from that disclosed in the Company's annual report on Form 10-K for the year ended December 31, 1998. Year 2000: - ---------- The "Year 2000 issue" is the result of certain computer systems, software, electronic equipment or embedded chips (collectively known as "computer systems") being written using two digits rather than four to define the applicable year. Therefore, certain computer systems may not distinguish between a year that begins with a "20" rather than a "19." This could result in system failures which could cause disruptions of operations. The Company has completed its initial assessment of the impact of the Year 2000 issue on its business and operations and has identified the areas which rely on computer systems and may be potentially impacted, which mainly include the systems utilized in the operations of its real estate properties and in the processing of its accounting data. The Company has substantially completed an inventory of the material computer systems being utilized in its existing operating real estate properties which may be adversely affected by the Year 2000 issue. Such systems include, but are not limited to, building control systems, heating and air conditioning controls, elevator controls, fire alarms and security devices. Certain of these systems are being replaced, upgraded or modified as deemed necessary, the cost of which is not expected to be material. The Company is currently in the process of upgrading its accounting software to a version that its software vendor has represented to be Year 2000 compliant, as they define it. The Company expects to have the installation of the upgrade completed by the third quarter of 1999. The hardware and operating system used to run the accounting software has been represented to be Year 2000 compliant. The Company has also assessed its non-financial computer systems, and is replacing, upgrading or modifying such systems as needed. The cost of the upgrades to the accounting software and non-financial computer systems is not expected to be material. The Company has significantly completed its survey of all material third party vendors to determine their Year 2000 compliance status and has received certificates, where possible, as to their compliancy. No estimates can be made as to any potential adverse impact resulting from the failure of any third party vendor or service provider to be Year 2000 compliant. To the extent the Year 2000 issue has a material adverse effect on the business operations or financial condition of third parties with which the Company has material relationships, such as vendors, suppliers, tenants and financial institutions, the Year 2000 issue could also have a material adverse effect on the Company's business, results of operations and financial condition. To date, the cost to analyze and prepare for the Year 2000 issue has not been material. There can be no assurance that the Company will be able to identify and correct all aspects of the effect of the Year 2000 issue on the Company. However, the Company does not currently expect the Year 2000 issue will have a material impact on the Company's business, operations or financial condition. The Company is currently developing contingency plans on a property by property basis. This involves assessing critical tenants, systems and vendors. Certain servicing arrangements have been contracted with particular vendors to provide immediate response if the need arises and the Company is arranging for specific employees to staff certain properties in case of need. The preceding "Year 2000" discussion contains various forward-looking statements, within the meaning of the federal securities laws, which represent the Company's beliefs or expectations regarding future events. When used in this discussion, the words "expects" and "anticipates" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, without limitation, the Company's expectations as to when it will complete its Year 2000 evaluation, the estimated costs of achieving Year 2000 readiness and the Company's expectation that Year 2000 issues will not have a material impact on the Company's business, operations or financial condition. All forward-looking statements involve a number of risks and uncertainties that could cause the actual results to differ materially from the projected results. Factors that may cause these differences include, but are not limited to, the availability of qualified personnel, technology resources, any actions of third parties with respect to Year 2000 problems and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
Supplemental Financial Information: - ----------------------------------- Depreciation and amortization expense included the following components for the three and six months ended June 30, 1999 ($ in thousands): Three Months Ended Six Months Ended June 30, 1999 June 30, 1999 --------------------------------- -------------------------------- Share of Share of Unconsolidated Unconsolidated Company Joint Ventures Total Company Joint Ventures Total ------- -------------- ------- ------- -------------- ------- Furniture, fixtures and equipment $ 155 $ 15 $ 170 $ 298 $ 16 $ 314 Deferred financing costs - 4 4 - 8 8 Goodwill and related business acquisition costs 75 5 80 150 10 160 Real estate related: Building (including tenant first generation) 2,532 5,287 7,819 4,859 11,592 16,451 Tenant second generation 257 185 442 519 423 942 ------ ------ ------ ------ ------- ------- $3,019 $5,496 $8,515 $5,826 $12,049 $17,875 ====== ====== ====== ====== ======= =======
Exclusive of new developments and purchases of furniture, fixtures and equipment, the Company had the following capital expenditures for the three and six months ended June 30, 1999, including its share of unconsolidated joint ventures ($ in thousands):
Three Months Ended Six Months Ended June 30, 1999 June 30, 1999 --------------------------------- --------------------------------- Office Retail Medical Total Office Retail Medical Total ------ ------ ------- ----- ------ ------ ------- ----- Second generation related costs $186 $ 18 $ - $204 $435 $ 18 $ - $453 Building improvements - - - - - - - - ---- ---- ---- ---- ---- ---- ---- ---- $186 $ 18 $ - $204 $435 $ 18 $ - $453 ==== ==== ==== ==== ==== ==== ==== ====
PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3(a)(i) Amendment to Articles of Incorporation of Registrant, as approved by the Stockholders on May 4, 1999. 27 Financial Data Schedule (b) Reports on Form 8-K There have been no reports on Form 8-K filed by the Registrant during the quarter ended June 30, 1999. 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/ Kelly H. Barrett________________________ Kelly H. Barrett Senior Vice President - Finance (Authorized Officer) (Principal Accounting Officer) August 13, 1999 ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF COUSINS PROPERTIES INCORPORATED Cousins Properties Incorporated, a corporation organized and existing under the laws of the State of Georgia, hereby certifies as follows: 1. The name of the corporation is Cousins Properties Incorporated (the "Corporation"). 2. Pursuant to Section 14-2-1003 of the Georgia Business Corporation Code, these Articles of Incorporation amend the Restated Articles of Incorporation of the Corporation, as amended (the "Articles of Amendment"). These Articles of Amendment were duly adopted by the shareholders of the Corporation in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code on May 4, 1999. 3. The Restated Articles of Incorporation of the Corporation as heretofore amended or supplemented are hereby further amended by amending paragraph A. to Article 4 to increase the number of shares of Common Stock, $1 par value per share, authorized for issuance from 50 million to 150 million shares. Paragraph A. to Article 4 shall hereafter read in its entirety as follows: "A. The Corporation shall have the authority to issue 150 million shares of Common Stock, $1 par value per share. Each share of Common Stock shall have one vote on each matter submitted to a vote of the shareholders of the Corporation. The holders of shares of Common Stock shall be entitled to receive, in proportion to the number of shares of Common Stock held, the net assets of the Corporation upon dissolution after any preferential amounts required to be paid or distributed to holders of outstanding shares of Preferred Stock, if any, are so paid or distributed." IN WITNESS WHEREOF, Cousins Properties Incorporated has caused this Articles of Amendment to be executed, its corporate seal to be affixed, and its seal and execution thereof to be attested, all by its duly authorized officers this __ day of August, 1999. COUSINS PROPERTIES INCORPORATED [CORPORATE SEAL] By: _______________________________ Attest: Name: Title: By:____________________________ Name: Title: EX-27 2
5 6-MOS DEC-31-1999 JUN-30-1999 5,378 0 35,593 0 0 0 636,057 26,872 824,619 35,366 202,979 0 0 32,131 0 824,619 0 51,270 0 28,153 0 0 430 23,117 21,862 0 0 0 0 78,568 2.45 2.41
-----END PRIVACY-ENHANCED MESSAGE-----