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, 1996 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, 1996, 28,503,161 shares of common stock of the Registrant were
outstanding.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts)
December 31, June 30,
1995 1996
------------ ---------
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS
PROPERTIES:
Operating properties ............................. $ 109,354 $ 141,034
Land held for investment or future development ... 27,035 25,170
Projects under construction ...................... 87,503 102,348
Residential lots under development ............... 11,452 11,549
Less: accumulated depreciation .................. (15,483) (17,588)
--------- ---------
Total properties ............................... 219,861 262,513
CASH AND CASH EQUIVALENTS, at cost which
approximates market .............................. 1,552 854
NOTES AND OTHER RECEIVABLES ......................... 53,868 54,568
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES ......... 137,260 133,715
OTHER ASSETS ........................................ 5,465 7,315
--------- ---------
TOTAL ASSETS ................................. $ 418,006 $ 458,965
========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
NOTES PAYABLE ....................................... $ 113,434 $ 158,373
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ............ 22,681 17,230
MINORITY INTERESTS IN CONSOLIDATED ENTITIES ......... 3,837 11
DEPOSITS AND DEFERRED INCOME ........................ 376 226
--------- ---------
TOTAL LIABILITIES ............................ 140,328 175,840
--------- ---------
STOCKHOLDERS' INVESTMENT
Common stock, $1 par value, authorized 50,000,000
shares; issued 28,222,639 shares at December 31,
1995 and 28,503,161 shares at June 30, 1996 .... 28,223 28,503
Additional paid-in capital ....................... 153,265 157,862
Cumulative undistributed net income .............. 96,190 96,760
--------- ---------
TOTAL STOCKHOLDERS' INVESTMENT ............... 277,678 283,125
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 418,006 $ 458,965
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996
(UNAUDITED)
($ in thousands, except per share amounts)
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
1995 1996 1995 1996
---- ---- ---- ----
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
REVENUES:
Rental property revenues ............ $ 4,589 $ 7,532 $ 9,023 $ 13,370
Development and construction fees ... 206 1,052 501 1,325
Management fees ..................... 560 602 1,101 1,172
Leasing and other fees .............. 608 525 1,322 1,252
Residential lot and outparcel sales.. 1,288 3,090 2,126 7,470
Interest and other .................. 1,158 1,354 2,336 2,789
------- ------- ------- -------
8,409 14,155 16,409 27,378
------- ------- ------- -------
INCOME FROM UNCONSOLIDATED JOINT VENTURES 3,495 4,170 6,869 8,564
------- ------- ------- -------
COSTS AND EXPENSES:
Rental property operating expenses .. 1,033 1,768 2,108 3,162
General and administrative expenses . 2,036 2,102 4,018 4,295
Depreciation and amortization ....... 1,024 1,600 2,120 2,894
Leasing and other commissions ....... 5 6 5 12
Stock appreciation right expense
(credit) .......................... 383 47 185 (312)
Residential lot and outparcel cost of
sales ............................. 1,143 2,868 1,943 7,033
Interest expense .................... 91 1,362 254 2,376
Property taxes on undeveloped land .. 227 250 454 493
Other ............................... 463 615 636 818
------- -------- ------- -------
6,405 10,618 11,723 20,771
------- ------- ------- -------
INCOME FROM OPERATIONS BEFORE INCOME
TAXES ............................... 5,499 7,707 11,555 15,171
PROVISION (BENEFIT) FOR INCOME TAXES FROM
OPERATIONS .......................... 58 (222) 241 (56)
------- ------- ------- -------
INCOME BEFORE GAIN ON SALE OF
INVESTMENT PROPERTIES ............... 5,441 7,929 11,314 15,227
GAIN ON SALE OF INVESTMENT PROPERTIES,
NET OF APPLICABLE INCOME TAX PROVISION -- 620 -- 620
------- ------- ------- -------
NET INCOME ............................. $ 5,441 $ 8,549 $11,314 $15,847
======= ======= ======= =======
INCOME PER SHARE:
From operations before gain on sale
of investment properties .......... $ .20 $ .28 $ .41 $ .54
From gain on sale of investment
properties, net of applicable
income tax provision .............. -- .02 -- .02
------- ------- ------- -------
NET INCOME PER SHARE ................... $ .20 $ .30 $ .41 $ .56
======= ======= ======= =======
CASH DIVIDENDS DECLARED PER SHARE ...... $ .24 $ .27 $ .48 $ .54
======= ======= ======= =======
WEIGHTED AVERAGE COMMON EQUIVALENT SHARES 27,917 28,405 27,897 28,342
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996
(UNAUDITED)
($ in thousands)
1995 1996
---- ----
<TABLE>
<CAPTION>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from operations before gain on
sale of investment properties .................... $ 11,314 $ 15,227
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization, net of minority
interests' share ............................. 2,046 2,894
Stock appreciation right expense (credit) ...... 185 (312)
Cash charges to expense accrual for stock
appreciation rights .......................... (29) (415)
Effect of recognizing rental revenues on a
straight-line basis .......................... (62) 20
Deferred income received ....................... 1,088 --
Deferred income recognized ..................... (196) --
Income from unconsolidated joint ventures ...... (6,869) (8,564)
Operating distributions from unconsolidated
joint ventures ............................... 7,789 9,272
Residential lot and outparcel cost of sales .... 1,846 6,679
Changes in other operating assets and liabilities:
Change in other receivables .................. 699 (646)
Change in accounts payable and accrued
liabilities ................................ (886) 2,244
-------- --------
Net cash provided by operating activities ............. 16,925 26,399
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisition and development expenditures .. (45,021) (62,387)
Investment in notes receivable ..................... -- (25,451)
Collection of notes receivable ..................... 649 24,936
Change in other assets, net ........................ 1,326 (2,045)
Non-operating distributions from unconsolidated
joint ventures ................................... 1,226 1,408
Cash portion of exchange transaction ............... -- 1,092
Gain on sale of investment properties, net of
applicable income tax provision .................. -- 620
Investment properties cost of sales ................ -- 585
Investment in unconsolidated joint ventures ........ (8,074) (251)
-------- --------
Net cash used in investing activities ................. (49,894) (61,493)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from other notes payable .................. -- 80,000
Repayment of lines of credit ....................... (3,739) (37,427)
Dividends paid ..................................... (13,382) (15,277)
Common stock sold, net of expenses ................. 1,829 4,734
Proceeds from lines of credit ...................... 45,108 4,558
Repayment of other notes payable ................... (121) (2,192)
-------- --------
Net cash provided by financing activities ............. 29,695 34,396
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS ............. (3,274) (698)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...... 3,407 1,552
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............ $ 133 $ 854
======== ========
</TABLE>
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, 1996
(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, 1996,
and results of operations for the six month periods ended June 30, 1995 and
1996. Results of operations for the interim 1996 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, 1995. The accounting policies employed are
the same as those shown in Note 1 to the Consolidated Financial Statements
included in the Form 10-K.
2. SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS
Interest (net of $1,906,000 and $3,144,000 capitalized in 1995 and 1996,
respectively) and income taxes paid were as follows for the six months ended
June 30, 1995 and 1996 ($ in thousands):
1995 1996
Interest paid $ 281 $ 2,278
Income taxes paid $ 276 $ 39
In January 1996, in conjunction with the exchange of certain partnership
interests, approximately $3,825,000 was transferred from Minority Interests in
Consolidated Entities to Operating Properties ($3,283,000) and Projects Under
Construction ($542,000); and approximately $1,688,000 was transferred from
Investment in Unconsolidated Joint Ventures to Operating Properties.
3. COSTS CAPITALIZED AND FEES ELIMINATED IN CONSOLIDATION
Development, construction, and leasing fees received by CREC and its
subsidiaries from Cousins and Cousins' majority owned joint ventures are
eliminated in consolidation. Costs related to planning, development, leasing and
construction of properties (including related general and administrative
expenses) are capitalized. The table below shows the fees eliminated, the
internal costs capitalized related to these fees, and the additional internal
costs capitalized by CREC to its own residential developments for the six months
ended June 30, 1995 and 1996 ($ in thousands):
1995 1996
---- ----
Intercompany fees eliminated in consolidation $2,264 $2,249
Internal costs capitalized in consolidation
related to intercompany fees $1,263 $1,176
Internal costs capitalized to CREC
residential developments $ 111 $ 257
4. NOTES PAYABLE AND INTEREST EXPENSE
At December 31, 1995 and June 30, 1996, the composition of notes payable
was as follows ($ in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995 June 30, 1996
Share of Share of
Unconsolidated Unconsolidated
Company Joint Ventures Total Company Joint Ventures Total
------- -------------- ----- ------- -------------- -----
Fixed Rate Mortgages
(non-recourse) $ 80,564 $64,759 $145,323 $158,372 $ 76,482 $234,854
Floating Rate Lines
of Credit 32,870 23,153 56,023 1 22,931 22,932
-------- ------- -------- -------- -------- --------
$113,434 $87,912 $201,346 $158,373 $ 99,413 $257,786
======== ======= ======== ======== ======== ========
</TABLE>
Effective July 1, 1996, the Company amended and extended its existing line
of credit. The line amount is $50 million initially and increases to $100
million on January 1, 1997. The line is unsecured, bears interest tied to the
Federal Funds rate and matures June 30, 1997.
For the three and six months ended June 30, 1996, interest expense was
recorded as follows ($ in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended
June 30, 1996 June 30, 1996
--------------------------------- ----------------------------------
Share of Share of
Unconsolidated Unconsolidated
Company Joint Ventures Total Company Joint Ventures Total
------- -------------- ----- ------- -------------- -----
Interest Expensed $1,362 $1,668 $3,030 $ 2,376 $ 3,185 $5,561
Interest Capitalized 1,511 132 1,643 3,144 281 3,425
------ ------ ------ ------- ------- ------
$2,873 $1,800 $4,673 $ 5,520 $ 3,466 $8,986
====== ====== ====== ======= ======= ======
</TABLE>
During the second quarter of 1996, 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 $90 million.
5. BUYOUT OF NORTH GREENE ASSOCIATES MINORITY PARTNER'S INTEREST
On May 20, 1996, pursuant to the third amendment to the North Greene
Associates' partnership agreement, Weaver Downtown, L.P., the 15% minority
partner, sold its partnership interest to Cousins for $999,000.
6. ACQUISITION OF THE LEA RICHMOND COMPANY AND THE RICHMOND DEVELOPMENT
COMPANY
On July 16, 1996, Cousins acquired the medical office building development
and management operations of The Lea Richmond Company and The Richmond
Development Company. The purchase price for the acquisition was $1.8 million
plus contingent future payments of up to an additional $1 million, subject to
commencement of development of certain medical office building projects.
<PAGE>
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, 1995 and 1996.
Results of Operations:
Rental Property Revenues and Operating Expenses. Rental property revenues
were approximately $2,943,000 and $4,347,000 higher in the three and six month
1996 periods, respectively. The increase was due to rental property revenues
from four retail centers, Lawrenceville MarketCenter ($939,000 and $1,538,000,
in the three and six month 1996 periods, respectively), Lovejoy Station
($183,000 and $330,000, in the three and six month 1996 periods, respectively),
Colonial Plaza MarketCenter ($883,000 and $1,140,000, in the three and six month
1996 periods, respectively) and Mansell Crossing Phase II ($171,000 and
$201,000, in the three and six month 1996 periods, respectively), which became
partially operational in October 1995, December 1995, March 1995 and March 1995,
respectively. Two other retail centers also favorably impacted results: North
Point MarketCenter rental property revenues increased $261,000 and $349,000 in
the three and six month 1996 periods, respectively, due to increases from the
second phase which became operational in July 1995, and Presidential
MarketCenter rental property revenues increased $187,000 and $333,000 in the
three and six month 1996 periods, respectively, due primarily to the lease-up of
the center.
In addition, $87,000 and $224,000 of the increase in rental property
revenues for the three and six month 1996 periods, respectively, was due to
revenue from 24 acres of the Georgia Highway 400 land being ground leased to
freestanding users. During the first half of 1995, revenue was being recognized
from only 18 acres of the Georgia Highway 400 land. Rental property revenues
also were favorably impacted by the lease-up of the First Union Tower (increases
of $100,000 and $178,000, in the three and six month 1996 periods, respectively)
and 100 North Point Center East which became partially operational in April 1996
(an increase of $194,000 in both 1996 periods).
Rental property operating expenses increased approximately $735,000 and
$1,054,000 in the three and six month 1996 periods, respectively, which
increases were primarily related to the occupancy of the retail centers
discussed above and 100 North Point Center East.
Development and Construction Fees. Development and construction fees
increased $846,000 and $824,000 in the three and six month 1996 periods,
respectively. The increase in both periods is due primarily to additional
development income received from the Dusseldorf project (approximately
$735,000).
Residential Lot and Outparcel Sales and Cost of Sales. Residential lot and
outparcel sales increased approximately $1,802,000 and $5,344,000 in the three
and six month 1996 periods, respectively. The increases were due primarily to an
increase in residential lot sales from 30 lots to 53 lots in the three month
1996 period and 38 lots to 121 lots in the six month 1996 period. There was also
an increase of approximately $525,000 and $936,000 in outparcel sales in the
three and six month 1996 periods, respectively. The number of outparcels sold
increased from none to one in the three month 1996 period and from one to two in
the six month 1996 period.
Residential lot and outparcel cost of sales increased approximately
$1,725,000 and $5,090,000 in the three and six month 1996 periods, respectively
due to increases in sales discussed above.
Interest and Other Income. Interest and other income increased
approximately $196,000 and $453,000 in the three and six month 1996 periods,
respectively. The increases were due to an increase in interest income received
from temporary investments made with proceeds received from the $80 million CSC
Associates, L.P. financing completed in February 1996.
Income from Unconsolidated Joint Ventures. (All amounts reflect the
Company's share of joint venture income.) Income from unconsolidated joint
ventures increased approximately $675,000 and $1,695,000 in the three and six
month 1996 periods, respectively.
Income from Temco Associates increased approximately $429,000 in the six
month 1996 period; substantially all of such increase occured in the first
quarter of 1996. In March 1996, Temco Associates exercised an option to purchase
240 acres of land which it simultaneously sold. CREC's share of the gain on the
sale was $430,000.
Income from Wildwood Associates increased approximately $494,000 and
$775,000 in the three and six month 1996 periods, respectively. Results in 1996
were favorably impacted by decreases in interest expense (approximately $260,000
and $583,000 in the three and six month 1996 periods, respectively) which were
due primarily to the refinancings of two mortgage notes payable in December
1995. Results were also favorably impacted by decreases in depreciation and
amortization expense (approximately $16,000 and $81,000 in the three and six
month 1996 periods, respectively) as a result of certain assets becoming fully
amortized, partially offset by increases attributable to the 4100 and 4300
Wildwood Parkway Buildings.
In March 1996, the 4100 and 4300 Wildwood Parkway Buildings became
partially operational for financial reporting purposes which increased net
income before depreciation, amortization and interest expense by approximately
$172,000 and $200,000 in the three and six month 1996 periods, respectively. The
net income before depreciation, amortization and interest expense of the 2500
Windy Ridge Parkway Building decreased approximately $163,000 and $350,000 in
the three and six month 1996 periods, respectively, primarily due to the
expiration of a tenanT's lease which was replaced with another tenant with less
square footage at a lower rate. Additionally, increases in net rental revenue
from the 2300 Windy Ridge Parkway and 3200 Windy Hill Road Buildings contributed
to the increases by $155,000 and $188,000 in the three and six month 1996
periods, respectively.
Income from CSC Associates, L.P. increased approximately $234,000 and
$381,000 in the three and six month 1996 periods, respectively, due to the
continued lease-up of NationsBank Plaza (increases of $284,000 and $513,000 in
net income before depreciation, amortization and interest expense in the three
and six month 1996 periods, respectively). These increases were partially offset
by increases in depreciation and amortization of approximately $50,000 and
$97,000 in the three and six month 1996 periods, respectively, which were also
due to an increase in the lease-up.
Income from CC-JM II Associates increased approximately $95,000 in the six
month 1996 period. The increase was due to the John Marshall II office building
becoming fully operational for financial reporting purposes in late January
1996.
Income from Haywood Mall Associates increased approximately $89,000 and
$173,000 in the three and six month 1996 periods, respectively, due to increases
in net income before depreciation, amortization and interest expense resulting
from the completion and lease-up of the expansion of Haywood Mall. The increases
in net income before depreciation, amortization and interest expense were
partially offset by increases in depreciation and amortization which were also
due to the expansion of Haywood Mall.
General and Administrative Expenses. General and administrative expenses
increased approximately $66,000 and $277,000 in the three and six month 1996
periods, respectively. The increases were primarily related to inflationary cost
increases and the Company' expansion.
Depreciation and Amortization. Depreciation and amortization increased
approximately $576,000 and $774,000 in the three and six month 1996 periods,
respectively. The increases were due to the retail centers and 100 North Point
Center East becoming operational as discussed above.
Stock Appreciation Right Expense (Credit). Stock appreciation expense
(credit) decreased approximately $336,000 and $497,000 in the three and six
month 1996 periods, respectively. This non-cash item is primarily related to the
Company's stock price, which was $17.375, $16.625 and $17.75 at December 31,
1994, March 31, 1995 and June 30, 1995, respectively; and $20.25, $19.50 and
$19.625 at December 31, 1995, March 31, 1996 and June 30, 1996, respectively.
Interest Expense. Interest expense increased approximately $1,271,000 and
$2,122,000 in the three and six month 1996 periods, respectively. Interest
expense before capitalization increased to $2,873,000 and $5,519,000 in the
three and six month 1996 periods, respectively, from $1,272,000 and $2,159,000
in the three and six month 1995 periods, respectively, due to higher debt
levels. Also, during the third quarter of 1995, $50 million of floating rate
debt was replaced with long term fixed rate debt at higher interest rates. This
overall increase in interest expense was partially offset by increased interest
capitalization because of a higher level of projects under development. The
amount of interest capitalized to projects under development (a reduction of
interest expense) increased to $1,511,000 and $3,144,000 in the three and six
month 1996 periods, respectively, from $1,182,000 and $1,906,000 in the three
and six month 1995 periods, respectively.
Other Expenses. Other expenses increased approximately $152,000 and
$182,000 in the three and six month 1996 periods, respectively. The increases
were due to increases in predevelopment expense.
Provision (Benefit) For Income Taxes From Operations. The provision
(benefit) for income taxes from operations decreased approximately $280,000 and
$297,000 in the three and six month 1996 periods, respectively, due to decreases
in CREC and its subsidiaries' net income before income taxes.
Gain on Sale of Investment Properties. Gain on sale of investment
properties increased $620,000 in the three and six month 1996 periods. The gain
was primarily related to the sale of a 2.7 acre site at North Point in May 1996
with a portion of the proceeds being reinvested pursuant to a tax free exchange
in the purchase of additional land adjacent to Presidential MarketCenter in June
1996. The net proceeds from the sale were $1,201,000.
Financial Condition:
Major investment activity during the second quarter of 1996 included $27
million of property acquisition and development investments, primarily in
projects under construction. The source of cash for these investments was
primarily the proceeds from the $80 million CSC Associates, L.P. financing
completed in February 1996. The Company's debt (including its pro rata share of
unconsolidated joint venture debt) was 32% of total market capitalization at
June 30, 1996. As discussed in Note 4, the Company amended and extended the
maturity date of its line of credit in July 1996.
The Company has development and acquisition projects in various stages. The
Company currently intends to finance these projects, as well as the completion
of projects currently under construction, using its existing line of credit, and
long-term non-recourse financing on the Company'a unleveraged projects and other
financings as market conditions warrant.
Supplemental Financial Information:
Depreciation and amortization expense, net of minority interests' share,
included the following components for the three and six months ended June 30,
1996 ($ in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended
June 30, 1996 June 30, 1996
-------------------------------- --------------------------------
Share of Share of
Unconsolidated Unconsolidated
Company Joint Ventures Total Company Joint Ventures Total
------- -------------- ----- ------- -------------- -----
Furniture, fixtures and equipment $ 64 $ 9 $ 73 $ 127 $ 34 $ 161
Deferred financing costs -- 3 3 -- 5 5
Goodwill and related business
acquisition costs 56 16 72 129 26 155
Real estate related:
Building (including tenant
first generation) 1,440 2,266 3,706 2,559 4,394 6,953
Tenant second generation 40 250 290 79 479 558
------ ------ ------ ------ ------- -------
$1,600 $2,544 $ 4,144 $ 2,894 $ 4,938 $ 7,832
====== ====== ======= ======= ======= =======
</TABLE>
Exclusive of new developments and purchases of furniture, fixtures and
equipment, the Company had the following capital expenditures during the three
and six months ended June 30, 1996, including its share of unconsolidated joint
ventures ($ in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended
June 30, 1996 June 30, 1996
--------------------- ---------------------
Office Retail Total Office Retail Total
------ ------ ----- ------ ------ -----
Second generation related costs $ 221 $ -- $221 $ 464 $ -- $ 464
Building improvements -- -- -- -- -- --
----- ----- ---- ----- ----- -----
$ 221 $ -- $221 $ 464 $ -- $ 464
===== ===== ==== ===== ===== =====
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Stockholders was held
on May 6, 1996.
(b) Not applicable.
(c) The following proposals were adopted by the
stockholders of the Company:
(i) The election of seven Directors.
The vote on the above was:
For Against Abstained
--- ------- ---------
Bennett A. Brown 20,879,209 -- 83,562
Richard W. Courts, II 20,879,710 -- 83,061
Thomas G. Cousins 20,878,924 -- 83,847
Terence C. Golden 20,861,512 -- 101,259
Boone A. Knox 20,877,821 -- 84,950
William Porter Payne 20,860,684 -- 102,087
Richard E. Salomon 20,880,110 -- 82,661
(ii) A proposal to amend the 1989 Stock Option
Plan, renamed the 1995 Stock Incentive Plan,
so as to, among other things, allow the Board to
make grants of stock, as well as options, to
key employees and to increase the number of
shares available under such plan.
The vote on the above proposal was:
For 19,909,092
Against 980,458
Abstained 35,663
(iii) A proposal to amend the Stock Plan for Outside
Directors so as to allow the issuance of shares
of stock in lieu of cash compensation at a price
equal to 95% of the market value of the stock on
the issuance date.
The vote on the above proposal was:
For 20,492,338
Against 399,525
Abstained 33,351
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Registrant during the fiscal quarter ended
June 30, 1996.
<PAGE>
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
Vice President and Controller
(Authorized Officer)
(Principal Accounting Officer)
August 14, 1996
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