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.
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.
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.
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.
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.
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>
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.
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